Annual Report • Mar 2, 2018
Annual Report
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| Key Audit Matter | How the Matter was Addressed in Our Audit |
|---|---|
| The recovery of property, plant and equipment and goodwill depends on sufficient cash flows being obtained in future business. Most of the Group's property, plant and equipment pertain to assets to generate renewable energy in the areas in which it operates: Europe, North America and Brazil. Goodwill is also allocated to these areas (Euros 636,089 thousand to Europe and Euros 659,144 thousand to North America, mainly). The recoverable amount of property, plant and equipment and goodwill are directly affected by the energy regulatory framework in each of the countries in which the Group operates. Every year the Group estimates the recoverable amount using valuation techniques which require judgement by the Directors and the use of key assumptions and estimates, such as future energy sale prices, inflation rates, discount rates, country risk rates, amongst others. Due to the uncertainty associated with these estimates, this has been considered a key audit matter. |
Our audit procedures included, inter alia, an assessment of the design and implementation of the relevant controls related to the calculation of the recoverable amount of renewable energy assets. Understanding of the process tor determining and calculating of recoverable amount. Testing of the design and implementation of - the key controls in the process tor calculating the recoverable amount of property, plant and equipment and goodwill. Our substantive procedures on the recoverable amount of the property, plant and equipment and goodwill mainly consisted of: With the help of our valuation specialists, we have assessed the reasonableness of the key assumptions and methodology used, comparing the information considered in the model with the sector, economic and financial information available through external sources and with the Group's historical data. Verification of whether the assumptions of । the growth of cash flows are consistent with the plans approved by the Executive Committee and/or Board. addition, we assessed whether the In disclosures included in the consolidated annual accounts comply with the requirements of the financial reporting framework applicable to the Group. |

| Key Audit Matter The Group's strategy is to sell non-controlling interests (typically 49%) in its wind energy |
How the Matter was Addressed in Our Audit Our audit procedures included, inter alia, an assessment of the relevant controls related to |
|---|---|
| projects to third parties. interest sales transactions: In 2017 49% of the subsidiary EDPR PT-Parques Eólicos, S.A. was sold to a third party for Euros l 247.7 million. The accounting of this transaction is complex and requires the analysis of the control still held by the Group following the transaction (IFRS 10) and the accounting and valuation of non-controlling interests (IAS 32 capital or debt instruments). to the transaction. Evaluation - accounting |
the process of recognising non-controlling Understanding of the transaction process with non-controlling interests. - Testing of the design and implementation of the key controls in the transaction process with non-controlling interests. Our substantive procedures - Analysis of sale-purchase agreements and agreements between shareholders, related - Review of the memorandum analysing the transaction carried out by the Company. compliance the of with criteria for this type ot transactions and the recognition in the financial statements. We have also assessed whether the disclosures in the consolidated annual accounts regarding the transaction and the aforementioned process meet the requirements of the applicable financial reporting framework. |

| Valuation and classification of derivative financial instruments (Euros 46,620 and Euros 384,397 thousand) See note 35 to the consolidated annual accounts |
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|---|---|---|---|---|
| Key Audit Matter | How the Matter was Addressed in Our Audit | |||
| The Group is exposed to various financial risks including changes in energy prices exchange rates and interest rates. Management used financial instruments to minimise the impact of these risks, in coordination with EDP - Energías de Portugal, S.A.'s financial department. The Group also hedges the net investments of its subsidiaries outside Spain. Derivatives designated as accounting hedges must meet strict criteria with respect to documentation and the effectiveness of the hedge on inception. The fair value of derivative financial instruments is determined using valuation techniques that take into consideration unobservable market data or complex pricing models that require a high degree of judgement, as, for example, with instruments valued using Level 2 variables (IFRS 13). Given the complexity of complying with the legislation in force governing the identification, measurement and classification of hedging instruments and the correct measurement of their effectiveness, we have considered this to be a key audit matter. |
Our audit procedures included the following: An assessment of the relevant controls related to the process of identifying, valuing and classifying the derivative financial instruments. Testing of the design and implementation of the key controls in the derivative financial instrument process. Our substantive procedures on derivative financial instruments mainly consisted of: Performing substantive tests to evaluate whether a sample of derivative financial instruments has been correctly measured. Our specialists in financial instruments were involved in these procedures. Comparison of observable inputs in reasonable valuation models, such as interest rates, price curves and exchange rates, using externally available market data, and evaluating whether the valuation models and methodology used by the Group are in line with generally accepted practice. - For instruments where the valuation of input is not observable we have selected a sample and, with the assistance of our specialists in financial instruments, we have evaluated the assumptions and models used by the Group, considering alternative methods available and sensitivities to key factors. |
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| Consolidated Income Statement | 7 |
|---|---|
| Consolidated Statement Of Comprehensive Income | 8 |
| Consolidated Statement Of Financial Position | 9 |
| Consolidated Statement Of Changes In Equity | 10 |
| Consolidated Statement Of Cash-Flows | 11 |
| Notes to the Consolidated Annual Accounts | 12 |



| THOUSAND EUROS | NOTES | 2017 | 2016 |
|---|---|---|---|
| Revenues | 6 | 1,601,619 | 1,453,214 |
| Income from institutional partnerships in U.S. wind farms | 7 | 225,568 | 197,544 |
| 1,827,187 | 1,650,758 | ||
| Other income | 8 | 94,940 | 53,752 |
| Supplies and services | 9 | -326,886 | -304,740 |
| Personnel costs and employee benefits | 10 | -100,761 | -93,894 |
| Other expenses | 11 | -128,162 | -134,925 |
| -460,869 | -479,807 | ||
| 1,366,318 | 1,170,951 | ||
| Provisions | 184 | -4,705 | |
| Amortisation and impairment | 12 | -563,365 | -602,287 |
| 803,137 | 563,959 | ||
| Financial income | 13 | 41,181 | 54,242 |
| Financial expenses | 13 | -342,761 | -404,335 |
| Share of net profit in joint ventures and associates | 18 | 2,708 | -185 |
| PROFIT BEFORE TAX | 504,265 | 213,681 | |
| Income tax expense | 14 | -48,058 | -37,569 |
| NET PROFIT FOR THE YEAR | 456,207 | 176,112 | |
| ATTRIBUTABLE TO | |||
| Equity holders of EDP Renováveis | 27 | 275,895 | 56,328 |
| Non-controlling interests | 28 | 180,312 | 119,784 |
| NET PROFIT FOR THE YEAR | 456,207 | 176,112 | |
| EARNINGS PER SHARE BASIC AND DILUTED - EUROS | 26 | 0.32 | 0.06 |
| 2017 | 2016 | ||||
|---|---|---|---|---|---|
| THOUSAND EUROS | EQUITY HOLDERS OF THE PARENT |
NON CONTROLLING INTERESTS |
EQUITY HOLDERS OF THE PARENT |
NON CONTROLLING INTERESTS |
|
| Net profit for the year | 275,895 | 180,312 | 56,328 | 119,784 | |
| Items that will never be reclassified to profit or loss | |||||
| Actuarial gains/(losses) Tax effect of actuarial gains/(losses) |
15 - 15 |
2 - 2 |
-3 - -3 |
- - - |
|
| Items that are or may be reclassified to profit or loss | |||||
| Fair value reserve (available for sale financial assets) Tax effect of fair value reserve |
367 - |
30 - |
1,786 - |
145 - |
|
| (available for sale financial assets) Fair value reserve (cash flow hedge) |
-20,074 | 2,014 | -23,406 | 3,010 | |
| Tax effect from the fair value reserve (cash flow hedge) |
3,308 | -478 | 8,108 | -708 | |
| Fair value reserve (cash flow hedge) net of taxes of non-current assets held for sale |
- | - | - | - | |
| Share of other comprehensive income of joint ventures and associates, net of taxes |
13,587 | - | 1,143 | - | |
| Reclassification to profit and loss due to changes in control | -4,212 | - | - | - | |
| Exchange differences arising on consolidation | -105,362 | -119,486 | 4,707 | 42,730 | |
| -112,386 | -117,920 | -7,662 | 45,177 | ||
| Other comprehensive income for the year, net of income tax | -112,371 | -117,918 | -7,665 | 45,177 | |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 163,524 | 62,394 | 48,663 | 164,961 |
| THOUSAND EUROS | NOTES | 2017 | 2016 |
|---|---|---|---|
| Assets Property, plant and equipment |
15 | 13,185,201 | 13,437,427 |
| Intangible assets | 16 | 249,514 | 210,189 |
| Goodwill | 17 | 1,296,227 | 1,385,493 |
| Investments in joint ventures and associates | 18 | 303,518 | 340,120 |
| Available for sale financial assets | 8,585 | 8,186 | |
| Deferred tax assets | 19 | 64,479 | 75,840 |
| Debtors and other assets from commercial activities | 21 | 40,546 | 83,536 |
| Other debtors and other assets | 22 | 48,717 | 59,845 |
| Collateral deposits associated to financial debt | 29 | 32,720 | 28,974 |
| TOTAL NON-CURRENT ASSETS | 15,229,507 | 15,629,610 | |
| Inventories | 20 | 28,565 | 23,903 |
| Debtors and other assets from commercial activities | 21 | 323,107 | 280,539 |
| Other debtors and other assets | 22 | 114,217 | 102,491 |
| Current tax assets | 23 | 72,141 | 77,635 |
| Collateral deposits associated to financial debt | 29 | 10,026 | 17,072 |
| Cash and cash equivalents | 24 | 388,061 | 603,219 |
| Assets held for sale | 25 | 58,179 | - |
| TOTAL CURRENT ASSETS | 994,296 | 1,104,859 | |
| TOTAL ASSETS | 16,223,803 | 16,734,469 | |
| Equity | |||
| Share capital | 26 | 4,361,541 | 4,361,541 |
| Share premium | 26 | 552,035 | 552,035 |
| Reserves | 27 | -124,738 | -19,652 |
| Other reserves and Retained earnings | 27 | 1,270,244 | 1,174,710 |
| Consolidated net profit attributable to equity holders | 275,895 | 56,328 | |
| of the parent | |||
| TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT | 6,334,977 | 6,124,962 | |
| Non-controlling interests | 28 | 1,560,175 | 1,448,052 |
| TOTAL EQUITY | 7,895,152 | 7,573,014 | |
| Liabilities | |||
| Medium / Long term financial debt | 29 | 2,808,595 | 3,292,591 |
| Provisions | 30 | 270,352 | 269,531 |
| Deferred tax liabilities | 19 | 355,613 | 365,086 |
| Institutional partnerships in U.S. wind farms | 31 | 2,163,722 | 2,339,425 |
| Trade and other payables from commercial activities | 32 | 489,929 | 463,908 |
| Other liabilities and other payables | 33 | 650,061 | 1,154,437 |
| TOTAL NON-CURRENT LIABILITIES | 6,738,272 | 7,884,978 | |
| Short term financial debt | 29 | 428,368 | 113,478 |
| Provisions | 30 | 5,366 | 5,531 |
| Trade and other payables from commercial activities | 32 | 685,146 | 810,131 |
| Other liabilities and other payables | 33 | 381,246 | 258,891 |
| Current tax liabilities | 34 | 90,253 | 88,446 |
| Liabilities held for sale | 25 | - | - |
| TOTAL CURRENT LIABILITIES | 1,590,379 | 1,276,477 | |
| TOTAL LIABILITIES | 8,328,651 | 9,161,455 | |
| TOTAL EQUITY AND LIABILITIES | 16,223,803 | 16,734,469 |
| THOUSAND EUROS | TOTAL EQUITY |
SHARE CAPITAL |
SHARE PREMIUM |
RESERVES AND RETAINED EARNINGS |
EXCHANGE DIFFERENCES |
HEDGING RESERVE |
FAIR VALUE RESERVE |
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF EDP RENOVÁVEIS |
NON CONTROLLING INTERESTS |
|---|---|---|---|---|---|---|---|---|---|
| BALANCE AS AT | 6,834,109 | 4,361,541 | 552,035 | 1,094,362 | -18,928 | -22,356 | 4,346 | 5,971,000 | 863,109 |
| 31 DECEMBER 2015 Comprehensive income |
|||||||||
| - Fair value reserve | |||||||||
| (available for sale financial assets) net of taxes |
1,931 | - | - | - | - | - | 1,786 | 1,786 | 145 |
| - Fair value reserve (cash flow hedge) net of taxes - Share of other |
-12,996 | - | - | - | - | -15,298 | - | -15,298 | 2,302 |
| comprehensive and associates, net of taxes |
1,143 | - | - | - | - | 1,143 | - | 1,143 | - |
| - Actuarial gains/(losses) net of taxes |
-3 | - | - | -3 | - | - | - | -3 | - |
| Exchange differences arising on consolidation |
47,437 | - | - | - | 4,707 | - | - | 4,707 | 42,730 |
| - Net profit for the year | 176,112 | - | - | 56,328 | - | - | - | 56,328 | 119,784 |
| Total comprehensive income for the year |
213,624 | - | - | 56,325 | 4,707 | -14,155 | 1,786 | 48,663 | 164,961 |
| Dividends paid | -43,615 | - | - | -43,615 | - | - | - | -43,615 | - |
| Dividends attributable to non controlling interests |
-42,563 | - | - | - | - | - | - | - | -42,563 |
| Acquisitions without changes of control of EDPR Spain subsidiaries |
-1,368 | - | - | 1,327 | - | - | - | 1,327 | -2,695 |
| Sale without loss of control of EDPR North America subsidiaries |
262,848 | - | - | 15,140 | 9,658 | -1,338 | - | 23,460 | 239,388 |
| Sale without loss of control of EDPR Europe subsidiaries Other changes resulting from |
414,927 | - | - | 130,412 | 1,728 | 4,424 | - | 136,564 | 278,363 |
| acquisitions/sales and equity increases |
-91,031 | - | - | -24,747 | - | - | - | -24,747 | -66,284 |
| Other | 26,083 | - | - | 1,834 | 10,476 | - | - | 12,310 | 13,773 |
| BALANCE AS AT 31 DECEMBER 2016 Comprehensive income |
7,573,014 | 4,361,541 | 552,035 | 1,231,038 | 7,641 | -33,425 | 6,132 | 6,124,962 | 1,448,052 |
| - Fair value reserve | |||||||||
| (available for sale financial assets) net of taxes |
397 | - | - | - | - | - | 367 | 367 | 30 |
| - Fair value reserve (cash flow hedge) net of taxes - Share of other |
-15,230 | - | - | - | - | -16,766 | - | -16,766 | 1,536 |
| comprehensive and associates, net of taxes - Reclasification to profit and |
13,587 | - | - | - | 13,587 | - | - | 13,587 | - |
| loss due to changes in control |
-4,212 | - | - | - | -4,212 | - | - | -4,212 | - |
| - Actuarial gains/(losses) net of taxes Exchange differences arising |
17 -224,848 |
- - |
- - |
15 - |
- -105,362 |
- - |
- - |
15 -105,362 |
2 -119,486 |
| on consolidation | |||||||||
| - Net profit for the year Total comprehensive income |
456,207 | - | - | 275,895 | - | - | - | 275,895 | 180,312 |
| for the year | 225,918 | - | - | 275,910 | -95,987 | -16,766 | 367 | 163,524 | 62,394 |
| Dividends paid | -43,615 | - | - | -43,615 | - | - | - | -43,615 | - |
| Dividends attributable to non controlling interests |
-48,730 | - | - | - | - | - | - | - | -48,730 |
| Sale without loss of control of EDPR Europe subsidiaries |
210,433 | - | - | 93,926 | - | 2,502 | - | 96,428 | 114,005 |
| Other changes resulting from acquisitions/sales and equity increases |
-7,719 | - | - | -7,107 | 584 | - | - | -6,523 | -1,196 |
| Other | -14,149 | - | - | -4,013 | 5,090 | -876 | - | 201 | -14,350 |
| BALANCE AS AT 31 DECEMBER 2017 |
7,895,152 | 4,361,541 | 552,035 | 1,546,139 | -82,672 | -48,565 | 6,499 | 6,334,977 | 1,560,175 |
| THOUSAND EUROS | ||
|---|---|---|
| 2017 | 2016 | |
| Operating activities | ||
| Cash receipts from customers | 1,587,467 | 1,432,454 |
| Payments to suppliers | -383,425 | -416,125 |
| Payments to personnel | -104,901 | -92,245 |
| Other receipts / (payments) relating to operating activities | -76,790 | 10,302 |
| Net cash from operations | 1,022,351 | 934,386 |
| Income tax received / (paid) | -41,063 | -65,697 |
| Net cash flows from operating activities | 981,288 | 868,689 |
| Investing activities | ||
| Cash receipts relating to: | ||
| Changes in cash resulting from perimeter variations (*) | 28,342 | 2,166 |
| Property, plant and equipment and intangible assets | 13,405 | 2,412 |
| Interest and similar income | 4,327 | 9,847 |
| Dividends | 17,898 | 6,313 |
| Loans to related parties | 16,364 | 41,460 |
| Other receipts from investing activities | 6,564 | 30,144 |
| 86,900 | 92,342 | |
| Cash payments relating to: | ||
| Changes in cash resulting from perimeter variations (*) | -1,385 | - |
| Acquisition of assets / subsidiaries (****) | -11,513 | -52,751 |
| Property, plant and equipment and intangible assets | -1,037,184 | -1,019,167 |
| Loans to related parties | -17,195 | -45,160 |
| Other payments in investing activities (****) | -16,316 | -5,199 |
| -1,083,593 | -1,122,277 | |
| Net cash flows from investing activities | -996,693 | -1,029,935 |
| Financing activities | ||
| Sale of assets / subsidiaries without loss of control (**) | 210,432 | 697,881 |
| Receipts / (payments) relating to loans from third parties | 4,838 | -305,454 |
| Receipts / (payments) relating to loans from non-controlling interests Receipts / (payments) relating to loans from Group companies |
9,164 -183,681 |
410,637 -554,272 |
| Interest and similar costs including hedge derivatives from third parties | -52,824 | -73,906 |
| Interest and similar costs from non-controlling interests | -19,209 | -6,564 |
| Interest and similar costs including hedge derivatives from Group companies | -157,211 | -159,427 |
| Governmental grants | -16 | - |
| Dividends paid | -92,353 | -84,727 |
| Receipts / (payments) from wind activity institutional partnerships - USA | 250,022 | 451,788 |
| Other cash flows from financing activities | -99,287 | -67,239 |
| Net cash flows from financing activities | -130,125 | 308,717 |
| Changes in cash and cash equivalents | -145,530 | 147,471 |
| Effect of exchange rate fluctuations on cash held | -69,628 | 19,016 |
| Cash and cash equivalents at the beginning of the period | 603,219 | 436,732 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (***) | 388,061 | 603,219 |
(*) Mainly includes (i) 26,498 thousand Euros and 1,844 thousand Euros related to the full consolidation of Eólica de Coahuila and Tebar Ibérica respectively; and (ii) -725 thousand Euros due to the loss of control of Moray Offshore Windfarm (East). See note 5;
(**) Refer to the proceeds, deducted from transaction costs, from the sale by EDPR SGPS of the Portuguese company EDPR PT-PE (see note 5);
(***) See note 24 of the consolidated financial statements for a detailed breakdown of Cash and cash equivalents;
(****) See note 42.
| THOUSAND EUROS | Bank Loans (*) |
Group Loans |
Non controlling interests Loans |
U.S. Institutional Partnerships |
Derivatives | Total |
|---|---|---|---|---|---|---|
| Balance as of December 31, 2016 | 742,411 | 2,617,612 | 610,087 | 2,339,425 | 716,101 | 7,025,636 |
| Cash flows | ||||||
| - Receipts/(payments) relating to loans from third parties | 4,838 | - | - | - | - | 4,838 |
| - Receipts/(payments) relating to loans from non-controlling interests | - | - | 9,164 | - | - | 9,164 |
| - Receipts/(payments) relating to loans from Group companies | - | -183,681 | - | - | - | -183,681 |
| - Interest and similar costs including hedge derivatives from third parties | -45,077 | - | - | - | -7,748 | -52,825 |
| - Interest and similar costs from non-controlling interests | - | - | -19,209 | - | - | -19,209 |
| - Interest and similar costs including hedge derivatives from Group companies | - | -105,394 | - | - | -51,817 | -157,211 |
| - Receipts/ (payments) from derivative financial instruments | - | - | - | - | -73,698 | -73,698 |
| - Receipts / (Payments) from institutional partnership in US wind farms | - | - | - | 250,022 | - | 250,022 |
| Changes of perimeter | 250,234 | - | 7,665 | - | -2,302 | 255,597 |
| Exchange differences | -47,885 | -185,087 | 2,790 | -289,892 | 785 | -519,289 |
| Fair value changes | - | - | - | - | -293,289 | -293,289 |
| Accrued expenses | 46,819 | 99,427 | 27,864 | 1,174 | 49,745 | 225,029 |
| Unwinding | - | - | - | 88,561 | - | 88,561 |
| Changes in U.S. Institutional Partnerships related to ITC/PTC | - | - | - | -225,568 | - | -225,568 |
| Balance as of December 31, 2017 | 951,340 | 2,242,877 | 638,361 | 2,163,722 | 337,777 | 6,334,077 |
(*) Net of collateral deposits
| 01. THE BUSINESS OPERATIONS OF THE EDP RENOVÁVEIS GROUP | 13 |
|---|---|
| 02. ACCOUNTING POLICIES | 19 |
| 03. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS IN APPLYING ACCOUNTING POLICIES | 29 |
| 04. FINANCIAL RISK MANAGEMENT POLICIES | 31 |
| 05. CONSOLIDATION PERIMETER | 34 |
| 06. REVENUES | 41 |
| 07. INCOME FROM INSTITUTIONAL PARTNERSHIPS IN U.S. WIND FARMS | 41 |
| 08. OTHER INCOME | 41 |
| 09. SUPPLIES AND SERVICES | 42 |
| 10. PERSONNEL COSTS AND EMPLOYEE BENEFITS | 42 |
| 11. OTHER EXPENSES | 43 |
| 12. AMORTISATION AND IMPAIRMENT | 43 |
| 13. FINANCIAL INCOME AND FINANCIAL EXPENSES | 43 |
| 14. INCOME TAX EXPENSE | 44 |
| 15. PROPERTY, PLANT AND EQUIPMENT | 46 |
| 16. INTANGIBLE ASSETS | 48 |
| 17. GOODWILL | 49 |
| 18. INVESTMENTS IN JOINT VENTURES AND ASSOCIATES | 50 |
| 19. DEFERRED TAX ASSETS AND LIABILITIES | 53 |
| 20. INVENTORIES | 54 |
| 21. DEBTORS AND OTHER ASSETS FROM COMMERCIAL ACTIVITIES | 55 |
| 22. OTHER DEBTORS AND OTHER ASSETS | 55 |
| 23. CURRENT TAX ASSETS | 55 |
| 24. CASH AND CASH EQUIVALENTS | 56 |
| 25. ASSETS AND LIABILITIES HELD FOR SALE | 56 |
| 26. SHARE CAPITAL | 56 |
| 27. RESERVES AND RETAINED EARNINGS | 57 |
| 28. NON-CONTROLLING INTERESTS | 59 |
| 29. FINANCIAL DEBT | 59 |
| 30. PROVISIONS | 61 |
| 31. INSTITUTIONAL PARTNERSHIPS IN U.S. WIND FARMS | 61 |
| 32. TRADE AND OTHER PAYABLES FROM COMMERCIAL ACTIVITIES | 62 |
| 33. OTHER LIABILITIES AND OTHER PAYABLES | 63 |
| 34. CURRENT TAX LIABILITIES | 63 |
| 35. DERIVATIVE FINANCIAL INSTRUMENTS | 64 |
| 36. COMMITMENTS | 66 |
| 37. RELATED PARTIES | 67 |
| 38. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | 69 |
| 39. RELEVANT AND SUBSEQUENT EVENTS | 71 |
| 40. RECENT ACCOUNTING STANDARDS AND INTERPRETATIONS USED | 72 |
| 41. ENVIRONMENT ISSUES | 76 |
| 42. BUSINESS COMBINATIONS | 76 |
| 43. OPERATING SEGMENTS REPORT | 77 |
| 44. AUDIT AND NON AUDIT FEES | 78 |
| ANNEX 1 | 79 |
| ANNEX 2 | 92 |
EDP Renováveis, Sociedad Anónima (hereinafter referred to as "EDP Renováveis" or "EDPR") was incorporated on 4 December 2007. Its main corporate objective is to engage in activities related to the electricity sector, namely the planning, construction, operation and maintenance of electricity generating power stations, using renewable energy sources, mainly wind. The registered offices of the company are located in Oviedo, Spain. On 18 March 2008 EDP Renováveis was converted into a company incorporated by shares (Sociedad Anónima).
As at 31 December 2016 EDP Energias de Portugal, S.A through its Spanish branch EDP S.A. - Sucursal en España ("EDP Branch") held a qualified shareholding of 77.53% of the share capital and voting rights of EDPR and 22.47% of the share capital was freefloated in the NYSE Euronext Lisbon. On August 8th 2017, EDP increased its qualified shareholding over EDPR to 82.56% resulting from the acquisition in the General and Voluntary Public Tender Offer for the acquisition of shares representative of the share capital of EDPR of 43,907,516 shares which corresponds to 5.03% of EDPR's share capital and voting rights. Thus EDPR's freefloated share capital in the NYSE Euronext Lisbon decreased to 17.44% (see note 26).
As at 31 December 2017, EDP Renováveis S.A. directly holds a 100% stake in the share capital of the following companies: EDP Renewables Europe, S.L. (EDPR EU), EDP Renewables North America, LLC (EDPR NA), EDP Renewables Canada, Ltd. (EDPR Canada), EDP Renováveis Brasil, S.A. (EDPR BR), EDPR Offshore España, S.L. (formerly South África Wind & Solar Power, S.L.U.) and EDPR Offshore France, S.A.S. (formerly EDPR Yield France Services, S.A.S.). Refer to Annex 1 for a listing of all subsidiaries directly and indirectly held by EDPR S.A.
The Company belongs to the EDP Group, of which the parent company is EDP Energias de Portugal, S.A., with registered offices at Avenida 24 de Julho, 12, Lisbon (Portugal).
In December 2011, China Three Gorges Corporation (CTG) signed an agreement to acquire 780,633,782 ordinary shares in EDP from Parpública - Participações Públicas SGPS, S.A., representing 21.35% of the share capital and voting rights of EDP Energias de Portugal S.A., a majority shareholder of the Company. This operation was concluded in May 2012.
The terms of the agreements through which CTG became a shareholder of the EDP Group stipulate that CTG would make minority investments totaling 2,000 million of Euros in operating and ready-to-build renewable energy generation projects (including cofunding capex).
Within the agreement mentioned above, the following transactions have taken place:
EDPR EU operates through its subsidiaries located in Spain, Portugal, France, Belgium, Netherlands, Poland, Romania, Italy and United Kingdom. EDPR EU's main subsidiaries are: EDP Renovables España, S.L. and EDPR Participaciones S.L. (wind farms in Spain), EDP Renováveis Portugal, S.A. and EDPR PT – Parques Eólicos, S.A. (wind farms in Portugal), EDP Renewables France and EDPR France Holding S.A.S. (wind farms in France), EDP Renewables Belgium (wind farms in Belgium), EDP Renewables Polska, SP.ZO.O and EDPR Renewables Polska HoldCo, S.A. (wind farms in Poland), EDPR România S.r.l. and EDPR RO PV S.r.l. (wind and photovoltaic solar farms in Romania), EDP Renewables Italy, S.r.l. and EDP Renewables Italia Holding, S.r.l. (wind farms in Italy) and EDPR UK Limited (offshore development projects in UK).
EDPR NA's main activities consist of the development, management and operation of wind and solar farms in the United States of America and providing management services for EDPR Canada and EDPR Mexico. EDPR Canada and EDPR Mexico's main activities consist of the development, management and operation of wind farms in Canada and Mexico.
EDPR BR's main activities consist of the development, management and operation of wind farms in Brazil.
EDP Renováveis Group, through its subsidiaries has an installed capacity, as follows:
| INSTALLED CAPACITY MW | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| United States of America | 5,055 | 4,631 |
| Spain | 2,244 | 2,194 |
| Portugal | 1,253 | 1,251 |
| Romania | 521 | 521 |
| Poland | 418 | 418 |
| France | 410 | 388 |
| Brazil | 331 | 204 |
| Mexico | 200 | 200 |
| Italy | 144 | 144 |
| Belgium | 71 | 71 |
| Canada | 30 | 30 |
| 10,677 | 10,052 |
Additionally, the EDP Renováveis Group through its equity-consolidated companies has an installed capacity, attributed to EDPR, as follows:
| INSTALLED CAPACITY MW | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| United States of America | 179 | 179 |
| Spain | 152 | 177 |
| 331 | 356 |
Variation in the installed capacity of the equity-consolidated companies refer to the company Tebar Eólica S.A. in which EDPR gained control after the acquisition of an additional 50% of shareholding (see note 5) in 2017, therefore this company is included in subsidiaries' installed capacity.
The United States federal government and various state governments have implemented policies designed to promote the growth of renewable energy, including wind power. The primary federal renewable energy incentive program is the Production Tax Credit (PTC), which was established by the U.S. Congress as part of 1992 Energy Policy Act. Additionally, many states have passed legislation, principally in the form of renewable portfolio standards ("RPS"), which require utilities to purchase a certain percentage of their energy supply from renewable sources, similar to the Renewable Energy Directive in the EU.
American Recovery and Reinvestment Act of 2009 includes a number of energy related tax and policy provisions to benefit the development of wind energy generation, namely (i) a three year extension of the PTC until 2012 and (ii) an option to elect a 30% Investment Tax Credit ("ITC") that could replace the PTC through the duration of the extension. This ITC allows the companies to receive 30% of the cash invested in projects placed in service or with the beginning of construction in 2009 and 2010. In December 2010, the Tax Relief, Unemployment, Insurance and Reauthorization, and Job Creation Act of 2010 was approved and includes an one year extension of the ITC, which allow the companies to receive 30% of the cash invested in projects with beginning of construction until December 2011 as long as placed in service until December 2012.
On 1 January 2013, the US Congress approved "The American Taxpayer Relief Act" that includes an extension of the Production Tax Credit (PTC) for wind energy, including the possibility of a 30% Investment Tax Credit (ITC) instead of the PTC. Congress set 31 December 2013 as the new expiration date of these benefits and changed the qualification criteria (projects will only qualify as long as they are under construction by year-end 2013). The legislation also includes a depreciation bonus on new equipment placed in service which allows the depreciation of a higher percentage of the cost of the project (less 50% of the Investment Tax Credit) in the year that it is placed in service. This bonus depreciation was 100% in 2011 and 50% for 2012.
On 16 December 2014 and 15 December 2015, the U.S. Congress approved the "Tax Increase Prevention Act of 2014" and Consolidated Appropriations Act, 2016" that included an extension of the PTC for wind, including the possibility of a 30% Investment Tax Credit instead of the PTC. Developers have until the end of 2016 to start construction of new wind farms to qualify for 10 years of production tax credits at the full level. Congress introduced a phase out for projects that start construction after 2016 and before 2020. These projects will still qualify for production tax credits, but at reduced levels. The levels are 80% for projects starting construction in 2017, 60% in 2018, and 40% in 2019. Developers of projects that start construction before 2020 may elect to claim 30% investment tax credits instead of production tax credits, subject to a similar phase out. The phase out reduces the value of the 30% investment tax credit to 24% in 2017, 18% in 2018, and 12% in 2019. Neither production tax credits nor investment tax credits are allowed for wind projects that start construction in 2020 or later.
The aforementioned "Consolidated Appropriations Act, 2016" also extended the Investment Tax Credit (ITC) for solar projects. Solar projects that are under construction by the end of 2019 will now qualify for the 30% ITC. The credit is reduced to 26% for projects starting construction in 2020 and to 22% for projects starting construction in 2021. The credit drops to a permanen t 10% level for projects that begin construction in 2022 or later or that begin construction before 2022, but are placed in service in 2024 or later. Projects must be placed in service by the end of 2023 to qualify for a credit above 10%.
Additionally, on 5 May 2016, the US Internal Revenue Service issued guidance that wind farms have 4 years from their start of construction to be placed in service and qualify for the PTC. As a result, projects that start construction prior to year-end 2019 and are placed in service prior to year-end 2023 will be eligible for the PTC. The IRS ruling also includes a provision that allows developers to secure the PTC if 5% of a project's capital components by dollar value are safe harbored in a given year and construction is complete within 4 years. Thus, if a developer safe harbors 5% of project Capex in 2016 for a given project, the project will qualify for 100% PTC if construction is completed by year-end 2020.
On 9 February 2016, the U.S. Supreme Court stayed implementation of the Clean Power Plan (CPP) announced by the United States' Environmental Protection Agency (EPA) on 3 August 2015, a rule to cut carbon pollution from existing power plants. On 7 December 2017, EPA Administrator Scott Pruitt announced at a hearing of the U.S. House Energy and Commerce Committee that the EPA will introduce a replacement rule to replace the CPP. It is otherwise unclear how the EPA will proceed . Per "Mass v. EPA", a 2009 Supreme Court decision, the EPA has an "affirmative statutory obligation to regulate greenhouse gases."
With the election in 2016 of Donald Trump as President of the United States along with the Republican party winning control of both Houses of Congress, a change in the philosophy of governing has taken place. In the first 100 days in office, the President issued an Executive Order directing the EPA to begin rolling back the Clean Power Plan, retire it and replace it with a new one, eliminate the moratorium on coal leasing on Federal lands, eliminate regulations on methane emissions and fracking and eliminate guidance that incorporated climate change and the "social costs of carbon" into federal projects. On 1 June 2017, President Trump announced that the U.S. would withdraw from The Paris Agreement, an international accord to combat climate change. The ultimate impact of these changes on renewable demand is not yet clear for a variety of reasons: most of these changes will be challenged in court, States' regulators decide on the energy mix at State level, most important energy players are already implementing the major elements of the Clean Power Plan, and the order does not impact the ITC/PTC which is the major market driver for renewable energy development in the US.
On 27 September 2017, President Donald Trump and Republican Congressional leaders proposed a tax reform framework that would lower corporate tax rates but not modify the PTC or ITC. The two chambers of Congress then proceeded to pass different versions of the tax reform bill that were then conferenced together. On 22 December 2017, the finalized tax reform bill was signed into law by President Trump. The bill made numerous changes to the U.S. tax code including some that may impact demand and financing for renewable energy. Among these are the Base Erosion Anti-Abuse Tax (BEAT) provision, which seeks to prevent multinational companies from engaging in "earnings stripping", the practice of lowering a company's U.S. tax liability by deducting interest from payments made from a foreign parent company to its U.S. subsidiary. The BEAT provision allows companies to offset up to 80% of BEAT tax payments with energy tax credits such as the PTC and ITC. The final bill also reduced the corporate tax rate from 35% to 21%. See note 14.
The main piece regulating the Spanish electricity sector is Law 24/2013 being part of a comprehensive reform of the Spanish energy sector.
The law, between others, aimed at eliminating the sector's structural deficit that had been accumulated during the previous decade. As of today, this target seems on track to be achieved as the Spanish electricity system has delivered positive balances in 2014, 2015 and 2016 (2016 is the last year in which the information has been disclosed).
As a part or this Energy Reform, the Royal Decree-Law 9/2013 (RDL 9/2013) was passed in July 2013. The purpose of this Royal Decree-Law was to adopt a series of measures to ensure the sustainability of the electricity system, affecting mainly the transport and distribution activities and the electricity production facilities that use renewable energy sources.
The RDL 9/2013 introduced a new regulatory scheme, which was subsequently confirmed by Law 24/2013 and implemented through Royal Decree 413/2014 (RD 413/2014), of June 6, based on "best-in-class" asset valuation.
Under this scheme, projects will have their revenue limited to the wholesale electricity price and - where needed - "reasonable profitability" will be guaranteed. Projects will have their return on investment guaranteed at "300 basis points above the yield on 10-year government bonds over the last ten years", which will amount to around 7.5% (pre-tax).
The Spanish Government published in 20 June 2014, the Order IET/1045/2014, which included the parameters to remunerate the renewable energy assets, under the new remuneration framework that was approved by the Decree-Law 413/2014. DL 413/2014 confirmed that wind farms in operation in 2003 (and before) would not receive any further incentive, while the incentive for the rest of the wind farms would be calculated in order to reach of 7,398% return before taxes.
In October 2015 the Government approved the Royal Decree 947/2015 and a Ministerial Order aimed at allowing the installation of new renewable capacity through competitive tenders.
On January 14th 2016 the first auction of renewables' capacity was held and EDPR was awarded 93 MW of wind energy.
In 2017, two auctions were held. The first one was held in May 17 and the second one on 26 July.
The principal pieces of legislation regulating the Portuguese electricity sector are Decree-Law 29/2006 of 15 February 2006 (amended by Decree-Law 215-A/2012) and Decree-Law 172/2006 of 23 August 2006 (amended by Decree-Law 215-B/2012).
Renewables' legal framework is primarily contained in The Electricity Framework and Ministerial Order 243/2013 of 2 August 2013, which sets out the terms, conditions and criteria for the licensing of electricity generation under special regime with guaranteed remuneration.
The Portuguese legal provisions applicable to the generation of electrical power based on renewable resources are currently established by Decree-Law 189/88 dated 27 May, as amended by Decree-Law 168/99 dated 18 May, Decree-Law 312/2001 dated 10 December, and Decree-Law 339-C/2001 dated 29 December. Also relevant is Decree-Law 33-A/2005, dated 16 February 2005 ("DL 33-A/2005"), which establishes the remuneration formula applicable to energy produced by renewable sources (this is, the formula to calculate the feed-in tariff).
The Portuguese Government published on 28 February 2013, the Decree Law 35/2013, that opened the possibility for voluntary changes of the existing feed-in tariff (maintaining and protecting the legal stability of existing contracts as the scheme was voluntary). The Government proposed four alternative tariff schemes to be elected by each of the wind developers. EDPR and ENEOP chose a 7-year extension of the tariff defined as the average market price of previous twelve months, with a floor of 74€/MWh and a cap of 98€/MWh values updated with inflation from 2021 onwards, in exchange for a payment of 5.800€/MW from 2013 to 2020.
The Environment and Energy Ministry published, on 24 July, the Decree Law 94/2014 that allows the increase of installed capacity of wind farms up to 20%. The additional production generated from the capacity increase will have a fixed remuneration of 60 €/MWh, whilst the remaining production is remunerated at the previous tariff.
The electricity industry in France is governed primarily by Act 2000-108 (amended by Acts 2004-803 and 2006-1537) passed on 10 February 2000, which regulates the modernization and development of public energy services and is the general legislative framework for the operation of wind facilities in France.
Act 2000 allowed wind operators to enter into long-term agreements for the purchase and sale of their energy with Electricité de France (EDF), the national incumbent. The tariffs were initially set in 2006, then updated in the "Arrêté du 17 novembre 2008" at the following level: i) during the first ten years of the EDF Agreement, EDF paid a fixed annual tariff, which was €82 per MWh for applications made during 2008 (tariff is amended annually based, in part, on an inflation-related index); ii) During years 2011 to 2015 of the EDF Agreement, the tariff was based on the annual average percentage of energy produced during the wind facility's first ten years (these tariffs are also amended annually, based, in part, on an inflation-related index); iii) beginning in the year 2016, there was no specific support and wind energy generators would sell their electricity at the market, thus receiving market price.
The French Council of State decided to cancel the 2008 feed-in tariff decree in May 2014. The EU Court of Justice had previously ruled that it constituted illegal State Aid as France had failed to notify the European Commission at the time of its approval. Shortly after, the French Government approved and released a new tariff decree ("Arrêté du 17 juin 2014") that had previously received clearance from the European Union. This new decree contained the same parameters than the former decree and came into force with retroactive effects. Therefore, it did not endanger or modify any power purchase agreement signed under the 2008 Order.
In July 2015, the "Energy Transition bill", whose aim is to build a long-term and comprehensive energy strategy, was passed.
A new Contract-for-difference (CfD) was released in December 2016 in line with the European "Guidelines on State aid for environmental protection and energy 2014-2020". According to this new scheme, wind farms having requested a Power Purchase Agreement (PPA) in 2016 would receive a 15-years CfD, being the strike price (and the terms of the tariff) very similar to the previous feed-in tariff.
From 2017 onwards, wind farms of more than 6 wind turbines (and more than 3 MW per turbine) need to participate in competitive tenders in order to obtain a 20-year CfD. The first tender was held in November 2017. The calendar of auctions until 2020 has been announced by the regulator and up to 3 GW of wind are expected to be tendered in this period (two tenders of 500 MW each year).
Wind farms of maximum 6 wind turbines (and maximum 3 MW per turbine) do not need to participate in tenders. Wind farms of these characteristics having requested a PPA in 2017 were entitled for a 20-year CfD with a strike price ranging between 72 and 74 €/MWh depending on rotor size.
The legislation applicable to renewable energy in Poland was initially contained in an Energy Act passed on 10 April 1997, which has subsequently been amended by Act 24 July 2002 and the Energy Act of 2 April 2004.
The Energy Act introduced a Green Certificate scheme with mandatory quotas. According to the scheme, energy suppliers are required to: a) purchase GC and submit them to the Energy Regulator, or b) pay a substitution fee calculated in accordance with the Energy Act. If suppliers fail to meet their obligation (either the submission of GC or the payment of substitution fee), they must pay a fine, equal to 130% of the substitution fee in that year.
This initial scheme was subsequently amended in 2015. In February 2015 a new Renewable Law was approved, introducing a different support system. According to the law, the GC system would be replaced by a CfD scheme, granted through competitive tenders. However, the law guaranteed that the GC scheme would be maintained (with some adjustments) for operating plants. The law also introduced the possibility for operating plants to voluntary shift to the CfD system, through specific tenders for operating assets.
The CfD implementation was delayed until 1st July 2016.
In June 2016, after a long approval process, the so-called "Wind Turbine Investment Act" was approved, including (i) minimum distance restrictions for new wind farms and (ii) higher real estate tax burden (although it´s currently under review and could be lowered again).
In October 2016 , the Polish Government published the Ordinance detailing the amount of value of energy to be auctioned in 2016. Wind energy was not included among the technologies allowed to participate (except for facilities below 1 MW). The auction was held the 30th of December 2016 and was marked by technical problems. The auction was also largely undersubscribed with 3 of the 4 categories not being allocated the full capacity.
In July 2017 a new methodology to calculate the substitution fee was approved. According to the new formula, the substitution fee will be calculated every year as 125% of the average CG market price of the previous year capped at 300PLN. This methodology involves a reduction from current levels as according to the previous rule, the substitution fee was set at 300,03 PLN.
On August 23rd, a new ordinance setting the new Green Certificates quotas for 2018 and 2019, was approved. According to the ordinance new quotas would be set at the following levels: 17,5% in 2018 and 18,5% in 2019.
On December 13 2017, the EU Commission (through the Directorate-General for Competition) approved the Polish support scheme for renewables and therefore confirmed that the scheme is in line with the 2014 European State Aid Guidelines.
The regulatory framework for electricity in Belgium is conditioned by the division of powers between the federal and the three regional entities: Wallonia, Flanders and Brussels-Capital. The federal regulatory field of competence includes electricity transmission (of transmission levels above 70 kV), generation, tariffs, planning and nuclear energy. The relevant federal legislation is the Electricity Act of 29 April 1999 (as modified) (the ''Electricity Act''). The regional regulatory entities are responsible for distribution, renewable energy and cogeneration (with the exception of offshore power plants) and energy efficiency. The relevant regional legislation, respectively, is: (a) for Flanders, the Electricity Decree of 17 July 2000; (b) for Wallonia, the Regional Electricity Market Decree of 12 April 2001; and (c) for Brussels-Capital, the Order of 19 July 2001 on the Organization of the Electricity Market.
The Belgian regulatory system promotes the generation of electricity from renewable sources (and cogeneration) by a system of Green Certificates (GC). Each region has its GC system, although all of them are similar (with differences in quotas, fines and thresholds for granting GCs).
In Wallonia, Green Certificates have a minimum price of 65€ and the penalty for non-compliance is set at 100€ per missing GC. From 1 January 2015, the number of GC allocated to each technology is calculated according to a new methodology taking following factors into consideration (i) the net amount of electricity produced (ii) the level of CO2 abatement (iii) the economic performance coefficient that varies depending on the technology.
The renewable's quota in Wallonia was fixed at 34,03% in 2017 and will increase to 37,9% in 2020.
The promotion of electricity generated from renewable energy sources in Romania was first included in the Electricity Law 318/2003. In 2005 a Green Certificate (GC) mechanism was introduced with mandatory quotas for suppliers, in order to comply with their EU renewable requirements. Since then, the regulatory authority establishes a fixed quota of electricity produced by renewable energy facilities which suppliers are obliged to fulfil. Law 220/2008 of November, introduced some changes in the GC system. In particular, it allowed wind generators to receive 2GC/MWh until 2015. From 2016 onwards generators would receive only 1 GC for each MWh during 15 years.
The law also guaranteed that the trading value of GC would have a floor of 27€ and a cap of 55€, both indexed to Romanian inflation.
Law 220/2008 on renewable energy was amended by the Emergency Order 88/2011. A key aspect of this amendment was the need to perform an "overcompensation analysis" on a yearly basis. ANRE (Energy Regulator) was charged to monitor the benefits obtained by renewables' producers and annually prepare a report on this regard. If overcompensation is observed, ANRE has to propose a reduction of the applicability period of the support scheme or the number of GCs granted to the technology. This reduction would be then applied only to new facilities.
Law 123/2012 of 19 July 2012 on Electricity and Natural Gas eliminated the provision of bilateral contracts not publicly nego tiated as a mean to sale electricity. Thus, trading of electricity must be carried out on a centralized market.
The Romanian Parliament passed on 17 December 2013, the law for the approval of the Government Emergency Ordinance 57/2013 (the Ordinance), which brought some amendments, being the main ones:
The postponement of GC for operating plants. The postponement only applies to renewable energy operators accredited by ANRE before 2013. Wind power producers would be entitled to receive 2 GCs/MWh until 2017 (inclusive) of which 1 GC is postponed from trading from 1 July 2013 to 31 March 2017. Solar producers have 2 GCs (out of 6 GCs) postponed from trading from 1 July 2013 to 31 March 2017. The GCs postponed would be gradually recovered until 31 December 2020 (starting on 1 April 2017 for solar PV and 1 January 2018 for wind);
Wind facilities accredited after this date would receive 1.5 GC/MWh until 2017 and 0.75 GC/MWh from 2018 onwards during 15 years. All these GCs were immediately tradable;
Solar facilities would receive 3 GCs from 1 January 2014 onwards.
On 24 March 2014, the President of Romania ratified EGO 57/2013 with the following amendments: (i) Reduction of the GC validity from 16 months to 12 months; and (ii) the obligation for ANRE (Energy Regulator) to communicate in each year the GC quota for the next year.
In March 2017, the government approved a new emergency ordinance (EGO 24/2017) to further amend the renewable law 220/2008. As expected, the GC scheme was extended until 2031 (GC will remain valid until March 2032). The Ordinance also confirmed the removal of the indexation of the GC parameters (GC floor would remain fixed at 29,4€ and GC cap would be fixed at 35€). Regarding wind energy, the ordinance approved the extension of the GC recovery period from 2018 to 2025, while solar PV's GC postponement was extended until the end of 2024 (the recovery will take place from 2025 to 2030).
Following the approval of EGO 24/2017 in March, the energy regulator (ANRE) issued the Order 27/2017 setting the mandatory quota of green certificates estimated for the period April-December 2017. However, new quotas are calculated upon a new methodology, which fixes the number of GCs estimated to be issued, instead a percentage of clean energy. The number of GC for the April-December period was 11.233.667 GCs.
Also in 2017, ANRE issued Order 77/2017 regulating the functioning of the GC market. The Order allows the trade of GCs in two different markets:
‒ A centralized anonymous GC market (operational from 1 September 2017 onwards) that comprises platforms for GCs trading (spot and forward transactions), allowing participants to submit firm GCs sale or purchase offers, without revealing their identity to the other participants
‒ A centralized market for electricity from RES sources benefiting from the GCs scheme (not yet operational): market platform to trade bundled GC and RES electricity. The electricity price will be determined on a competitive basis, while the price of the GCs will be equal to the closing price of the last trading session on the centralized anonymous GCs market.
On 6 July 2012, the Government approved a new renewable regulation by means of the Decree on Renewables (DM FER) introducing a feed-in-tariff support scheme. The key aspects of this regulation provided by the DM FER were the following: (i) wind farms over 5 MW would be remunerated under a feed-in tariff scheme defined by tenders; (ii) capacity to be tendered to be set by different technologies' capacity paths; (iii) the reference tariff for 2013 was 127 €/MWh for onshore wind and tender participants would bid offering discounts on this reference tariff (in %); (iv) The reference tariff would decrease 2% per year and (v) tariffs would be granted for 20 years.
The new system replaced the previous one based on Green Certificates (GCs). Under the previous system producers obtained their revenues from the sale of the electricity in the electricity market and from the sale of GCs. Wind farms built until December 2012 (with some exceptions) continued to operate under the previous system until 2015. Spalma Incentivi Decree, published in November 2014, stipulated that wind farms under the GCs scheme could voluntarily adhere to an extension of the incentivation period of 7 years in exchange of a permanent reduction of the premium/GCs received.
Since the implementation of the tender system, 3 reverse-auction have been held. The latest was hold in 2016 and EDPR was awarded 20-year PPAs for six wind farms totaling 127 MW of wind power.
On November 10 2017, The Strategia Energetica Nazionale (National Energy Strategy), known by the acronym SEN, was presented after several months of public consultation. One of the main features of the SEN is that it announces the complete phase-out of coal power generation by 2025, five years ahead of previous announcement. The SEN also highlights the role of renewables' and calls for renewable energy reaching 28% of energy consumption in 2030, compared with 17,5% in 2015. The SEN also calls for electricity from renewable sources accounting for 55% 2030, considerable above 2015 figures (33,5%). The Strategy also addresses large-scale renewables' support, with competitive auctions for fixed tariffs seen remaining in place through 2020 and long-term power purchase agreements (PPAs) taking over after that.

The Electrical Sector in Brazil is regulated by Federal Law nr 8,987 of 13 February 1995, which generally rules the concession and permission regime of public services; Law nr 9,074 of 7 July 1995, which rules the grant and extension of public services concession or permission contracts; Federal Law nr 10,438 of 26 April 2002, which governs the increase in Emergency Electric Power Supply and creates the 3,300 MW Program of Incentives for Alternative Electricity Sources (PROINFA); Federal Law nr 10,762 of 11 November 2003 and Law nr 10,848 of 15 March 2004, concerning commercial rules for the trade of Electric Power; and, subsequent amendments to the legislation.
The Decree nr 5,025 of 30 March 2004, regulates the Federal Law nr 10,438 and states the "Alternative Energy Sources" economical and legal framework. PROINFA participants have granted a PPA with ELETROBRÁS, and are subject to the regulator (ANEEL) authority. However, the first stage of PROINFA has ended and the second stage is highly uncertain.
After PROINFA program, renewable producers obtain their remuneration by participating in auctions where price is the only criteria. Winners of the auctions obtain a PPA contract at the price bid. Public Electricity Auctions are technically lead by the state "Energy Planning and Research Company" (EPE), who registers, analyses and allows potential participants.
On 13 November 2015, the latest Reserve Auction (A-3) took place. As a result, Brazilian government contracted 1.664 MW of wind (548 MW) and solar PV (1.1 GW) capacity for a 20-year long-term contract through this auction. The auction exclusively sought wind and PV projects, with power delivery start date being 1 November 2018. Wind ceiling price was BRL 213/MWh. EDPR, through its subsidiary EDP Renováveis Brasil, S.A., secured in this auction a 20-year Power Purchase Agreement to sell electricity in the regulated market. The energy will be produced by a 140 MW wind farm to be installed in the Brazilian State of Bahia with operations expected for 2018. The initial price of the long term contract was set at R\$199.37/MWh, indexed to the Brazilian inflation rate.
On July 24th, 2017, the the Chamber for the Commercialization of Electric Energy held the MCSD EN ("Surplus and Deficit Compensation Mechanism of new energy"), which permitted the reduction or the termination, between July and December 2017, of regulated PPAs resulting from A-3, A-5 and alternative sources auction. Based on the favorable market scenario, EDPR took the opportunity to reduce to zero the regulated PPA during this period, and celebrated a free market PPA with EDP Comercializadora. 4.
On December 20th 2017, the National Electricity Regulatory Agency conducted a Power Supply Auction named Auction A-6/2017 exclusively for new energy generated by Hydro, Wind, Thermal (coal, biomass and natural gas by combined cycle) sources. In this auction EDPR secured 218,93 MW of installed capacity.
The accompanying consolidated annual accounts have been prepared on the basis of the accounting records of EDP Renováveis, S.A. and consolidated entities. The consolidated annual accounts for 2017 and 2016 have been prepared to present fairly the consolidated equity and consolidated financial position of EDP Renováveis, S.A. and subsidiaries at 31 December 2017 and 2016, the consolidated results of operations, consolidated cash flows and changes in consolidated equity for the years then ended.
In accordance with Regulation (EC) no. 1606/2002 of 19 July 2002, from the European Council and Parliament, the Group's consolidated annual accounts are prepared in accordance with International Financial Reporting Standards (IFRS), as endorsed by the European Union (EU). IFRS comprise accounting standards issued by the International Accounting Standards Board (IASB) and its predecessor body as well as interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and its predecessor bodies.
The Board of Directors approved these consolidated annual accounts on 26 February 2018. The annual accounts are presented in thousand Euros, rounded to the nearest thousand.
The annual accounts have been prepared under the historical cost convention, modified by the application of fair value basis for derivative financial instruments, financial assets and liabilities held for trading and available-for-sale, except those for which a reliable measure of fair value is not available.
The preparation of financial statements in accordance with the IFRS-EU requires the Board of Directors to make judgments, estimates and assumptions that affect the application of the accounting policies and of the reported amounts of assets, liabilities, income and expenses. The estimates and related assumptions are based on historical experience and other factors considered reasonable in accordance with the circumstances. They form the basis for making judgments regarding the values of the assets and liabilities whose valuation is not apparent from other sources. Actual results may differ from these estimates. The areas involving the highest degree of judgment or complexity, or for which the assumptions and estimates are considered significant, are disclosed in note 3 - Critical accounting estimates and judgments in applying accounting policies.
Accounting policies have been applied consistently by all Group companies and in all periods presented in the consolidated financial statements.
The consolidated balance sheet, consolidated income statement, consolidated statement of changes in equity, consolidated statement of cash flows and the notes thereto for 2017 include comparative figures for 2016, which formed part of the consolidated annual accounts approved by shareholders at the annual general meeting held on April 6, 2017.
Investments in subsidiaries where the Group has control are fully consolidated from the date the Group assumes control over their financial and operating activities until the moment that control ceases to exist.
An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee, independently of the percentage of voting rights held.
The Group classifies an arrangement as a joint arrangement when the jointly control is contractually established. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee, independently of the percentage of voting rights held. Joint control exists only when decisions about the relevant activities require the unanimous consent of the parties that collectively control the arrangement.
After determining the existence of joint control, the Group classifies joint arrangements into two types - joint operations and joint ventures.
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint operators) have rights to the assets, and obligations for the liabilities, relating to the arrangement, so the assets and liabilities (and related revenues and expenses) in relation to its interest in the arrangement are recognised and measured in accordance with relevant IFRSs applicable.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint ventures) have rights to the net assets of the arrangement, so this investment shall be included in the consolidated financial statements under the equity method.
The consolidated financial statements include the Group's attributable share of total reserves and profits or losses of joint ventures, included in the consolidated financial statements under the equity method. When the Group's share of losses exceeds its interest in a jointly controlled entity, the Group's carrying amount is reduced to zero and recognition of further losses is discontinued, except to the extent that the Group has a legal or constructive obligation to cover such losses on behalf of that entity.
Investments in associates are included in the consolidated financial statements under the equity method from the date the Group acquires significant influence to the date it ceases. Associates are entities over which the Group has significant influence, but not control, over its financial and operating policies.
The existence of significant influence by the Group is usually evidenced by one or more of the following:
The consolidated financial statements include the Group's attributable share of total reserves and profits or losses of associates, included in the consolidated financial statements under the equity method. When the Group's share of losses exceeds its interest in an associate, the Group's carrying amount is reduced to zero and recognition of further losses is discontinued, except to the extent that the Group has a legal or constructive obligation to cover such losses on behalf of the associate.
From 1 January 2010 the Group has applied IFRS 3 Business Combinations (2008) in accounting for business combinations.
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.
For acquisitions on or after 1 January 2010, the Group measures goodwill at the acquisition date as:
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.
Some business combinations in the period have been determined provisionally as the Group is currently in the process of measuring the fair value of the net assets acquired. The identifiable net assets have therefore initially been recognised at their provisional value. Adjustments during the measurement period have been recorded as if they had been known at the date of the combination and comparative information for the prior year has been restated where applicable. Adjustments to provisional values only include information relating to events and circumstances existing at the acquisition date and which, had they been known, would have affected the amounts recognised at that date.
After that period, adjustments to initial measurement are only made to correct an error.
For acquisitions between 1 January 2004 and 1 January 2010, goodwill represents the excess of the cost of the acquisition over the Group's interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquire. When the excess was negative, a bargain purchase gain was recognised immediately in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connec tion with business combinations were capitalised as part of the cost of the acquisition.
From 1 January 2010, acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions. The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary.
Previously, goodwill was recognised on the acquisition of non-controlling interests in a subsidiary, which represented the excess of the cost of the additional investment over the carrying amount of the interest in the net assets acquired at the date of the transaction.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Euro at exchange rates at the reporting date. The income and expenses of foreign operations, are translated to Euro at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other comprehensive income in the translation reserve.
On disposal of a foreign subsidiary, the related exchange differences previously recognised in reserves, are accounted for in the income statement. as part of the profit or loss on disposal.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and presented in the translation reserve in equity.
Inter-company balances and transactions, including any unrealised gains and losses on transactions between group companies, are eliminated in preparing the consolidated financial statements. Unrealised gains and losses arising from transactions with associates and jointly controlled entities are eliminated to the extent of the Group's interest in those entities.
The accounting for transactions among entities under common control is excluded from IFRS 3. Consequently, in the absence of specific guidance, within IFRSs, the EDP Renováveis Group has developed an accounting policy for such transactions, as considered appropriate. According to the Group's policy, business combinations among entities under common control are accounted for in the consolidated financial statements using the EDP consolidated book values of the acquired company (subgroup). The difference between the carrying amount of the net assets received and the consideration paid, is recognised in equity.
EDP Renováveis Group records written put options at the date of acquisition of a business combination or at a subsequent date as an advance acquisition of these interests, recording a financial liability for the present value of the best estimate of the amount payable, irrespective of the estimated probability that the options will be exercised. The difference between this amount and the amount corresponding to the percentage of the interests held in the identifiable net assets acquired is recorded as goodwill.
Until 31 December 2009, in years subsequent to initial recognition, the changes in the liability due to the effect of the financial discount are recognised as a financial expense in the consolidated income statement, and the remaining changes are recognised as an adjustment to the cost of the business combination. Where applicable, dividends paid to minority shareholders up to the date the options are exercised are also recorded as adjustments to the cost of the business combination. In the event that the options are not exercised, the transaction would be recorded as a sale of interests to minority shareholders.
As from January 2010, the Group applies IAS 27 (2008) to new put options related to non-controlling interests and, therefore, subsequent changes in the carrying amount of the put liability are recognised in profit or loss.
In a business combination achieved in stages, the excess of the aggregate of (i) the consideration transferred, (ii) the amount of any non-controlling interest recognized in the acquiree (iii) the fair value of the previously held equity interest in the acquired business; over the net of amounts of the identifiable assets acquired and liabilities assumed, is recognized as goodwill.
If applicable, the defect, after evaluating the consideration transferred, the amount of any non-controlling interest recognized in the acquiree, the fair value of the previously held equity interest in the acquired business; and the valuation of the net assets acquired, is recognized in the income statement. The Group recognizes the difference between the fair value of the previously held equity interest in the acquired business and the carrying value in consolidated results according to its classification. Additionally, the Group reclassifies the deferred amounts in other comprehensive income relating to the previously held equity interest to the income statement or consolidated reserves, according to their nature.
Foreign currency transactions are translated at the exchange rates at the dates of the transactions. Monetary asse ts and liabilities denominated in foreign currency are translated into Euros at the exchange rates at the balance sheet date. These exchange differences arising on translation are recognised in the income statement.
Foreign currency non-monetary assets and liabilities accounted for at historical cost are translated using the exchange rates at the dates of the transactions. Foreign currency non-monetary assets and liabilities stated at fair value are translated into Euros at the exchange rates at the dates the fair value was determined.
Derivative financial instruments are recognised on the trade date at fair value. Subsequently, the fair value of derivative financial instruments is re-measured on a regular basis, being the gains or losses on re-measurement recognised directly in the income statement, except for derivatives designated as hedging instruments. The recognition of the resulting gains or losses on remeasurement of the derivatives designated as hedging instruments depends on the nature of the risk being hedged and of the hedge model used.
The fair value of derivative financial instruments corresponds to their market value, if available, or to quotes indicated by external entities through the use of valuation techniques, which are compared in each date of report to fair values available in common financial information platforms.
The Group uses financial instruments to hedge interest and foreign exchange risks resulting from its operational and financing activities. The derivate financial instruments that do not qualify for hedge accounting are recorded as for trading.
The derivatives that are designated as hedging instruments are recorded at fair value, being the gains and losses recognised in accordance with the hedge accounting model adopted by the Group. Hedge accounting is used when:
(i) At the inception of the hedge, the hedge relationship is identified and documented;
(ii) The hedge is expected to be highly effective;
(iii) The effectiveness of the hedge can be reliably measured;
(iv) The hedge is revalued on an on-going basis and is considered to be highly effective over the reporting period; and
(v) The forecast transactions hedged are highly probable and represent a risk to changes in cash flows that could affect the income statement.
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.
The effective portion of the changes in the fair value of the derivative financial instruments that are designated as hedging instruments in a cash flow hedge model is recognised in equity. The gains or losses relating to the ineffective portion of the hedging relationship are recognised in the income statement in the moment they occur.
The cumulative gains or losses recognised in equity are also reclassified to the income statement over the periods in which the hedged item will affect the income statement. When the forecast transaction hedge results in the recognition of a non-financial asset, the gains or losses recorded in equity are included in the acquisition cost of the asset.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss recognised in equity at that time stays recognised in equity until the hedged transaction also affects the income statement. When the forecasted transaction is no longer expected to occur, the cumulative gains or losses recognized in equity are recorded in the income statement.
The net investment hedge is applied on a consolidated basis to investments in subsidiaries in foreign currencies. The exchange differences recorded against exchange differences arising on consolidation are offset by the exchange differences arising from the foreign currency borrowings used for the acquisition of those subsidiaries. If the hedging instrument is a derivative, the gains or losses arising from fair value changes are also recorded against exchange differences arising on consolidation. The ineffective portion of the hedging relation is recognised in the income statement.
The Group classifies its other financial assets at acquisition date in the following categories:
Loans and receivable are initially recognised at their fair value and subsequently are measured at amortised cost less impairment losses.
Impairment losses are recorded based on the valuation of estimated losses from non-collection of loans and receivable at the balance sheet date. Impairment losses are recognised in the income statement, and can be reversed if the estimated losses decrease in a later period.
This category includes: (i) financial assets held for trading, which are those acquired for the purpose of being traded in the short term, and (ii) financial assets that are designated at fair value through profit or loss at inception.
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and that are not classified in any of the other categories. The Group's investments in equity securities are classified as available-for-sale financial assets.
Purchases and sales of: (i) financial assets at fair value through profit or loss and (ii) available-for-sale investments, are recognised on trade date, the date on which the Group commits to purchase or sell the assets.
Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit or loss, in which case these transaction costs are directly recognised in the income statement.
Financial assets are derecognised when: (i) the contractual rights to receive their cash flows have expired, (ii) the Group has transferred substantially all risks and rewards of ownership or (iii) although retaining some, but not substantially all of the risks and rewards of ownership, the Group has transferred the control over the assets.
After initial recognition, financial assets at fair value through profit or loss are subsequently carried at fair value and gains and losses arising from changes in their fair value are included in the income statement in the period in which they arise.
Available-for-sale financial assets are also subsequently carried at fair value. However, gains and losses arising from changes in their fair value are recognised directly in equity, until the financial assets are derecognised or impaired. When this occurs , the cumulative gains or losses previously recognised in equity are immediately recognised in the income statement. Foreign exchange differences arising from equity investments classified as available-for-sale are also recognised in equity. Interest calculated using the effective interest rate method and dividends, are recognised in the income statement.
The fair values on quoted investments in active markets are based on current bid prices. For unlisted securities the Group determines the fair value through: (i) valuation techniques, including the use of recent arm's length transactions or discounted cash flow analysis and (ii) valuation assumptions based on market information.
Financial instruments whose fair value cannot be reliably measured are carried at cost.
Reclassifications between categories
The Group does not reclassify, after initial recognition, a financial instrument into or out of the fair value through profit or loss category.
At each balance sheet date, an assessment is performed as to whether there is objective evidence of impairment, including any impairment resulting in an adverse effect on estimated future cash flows of the financial asset or group of financial assets.
If there is objective evidence of impairment, the recoverable amount of the financial asset is determined, and the impairment loss is recognised in the income statement.
A financial asset or a group of financial assets is impaired if there is objective evidence of impairment as a result of one or more events that occurred after their initial recognition, such as: (i) in the case of listed securities, a significant or prolonged decline in the listed price of the security, and (ii) in the case of unlisted securities, when that event (or events) has an impact on the estimated amount of the future cash flows of the financial asset or group of financial assets, that can be reliably estimated.
Evaluating the existence of objective evidence of impairment involves judgement, in which case the Group considers, among other factors, price volatility and current economic situation.
If there is objective evidence of impairment on available-for-sale investments, the cumulative potential loss recognised in fair values reserves, corresponding to the difference between the acquisition cost and the fair value at the balance sheet date, less any impairment loss on that financial asset previously recognised in the income statement, is transferred to the income statement.
An instrument is classified as a financial liability when it contains a contractual obligation to transfer cash or another financial asset, independently from its legal form. These financial liabilities are recognised (i) initially at fair value less transac tion costs and (ii) subsequently at amortised cost, using the effective interest rate method.
The Group derecognises the whole or part of a financial liability when the obligations included in the contract have been satisfied or the Group is legally released of the fundamental obligation related to this liability either through a legal process or by the creditor.
Borrowing costs that are directly attributable to the acquisition or construction of assets are capitalised as part of the cost of the assets. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. To the extent that funds are borrowed generally, the amount of borrowing costs eligible for capitalisation are determined by applying a capitalisation rate to the expenditures on these assets. The capitalisation rate corresponds to the weighted average of the borrowing costs applicable to the borrowings of the enterprise that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. The amount of borrowing costs capitalised during a period does not exceed the amount of borrowing costs incurred during the period.
The capitalisation of borrowing costs commences when expenditures for the asset are being incurred, borrowing costs have been incurred and activities necessary to prepare all or part of the assets for their intended use or sale are in progress. Capitalisation ceases when substantially all the activities necessary to prepare the qualifying assets for their intended use or sale are completed. Capitalisation of borrowing costs shall be suspended during extended periods in which active development is interrupted.
Property, plant and equipment are stated at acquisition cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. In case of projects in a development stage, costs are only capitalized when it is probable that the project will be finally built. If due to changes in regulation or other circumstances costs capitalized are derecognized from property plant and equipment, they are recognized in the profit and loss caption of "Other expenses". Replacements or renewals of complete items are recognized as increases in the value of property, plant and equipment and the items replaced or renewed are derecognized and recognized in the "Other expenses" caption.
The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
The cost of acquisition includes interest on external financing and personnel costs and other internal expenses directly or indirectly related to work in progress accrued solely during the period of construction. The cost of production is capitalised by charging costs attributable to the asset as own work capitalised under financial expenses and personnel costs and employee benefit expense in the consolidated income statement.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Subsequent costs are recognised as separate assets only when it is probable that future economic benefits associated with the item will flow to the Group. All repair and maintenance costs are charged to the income statement during the financial period in which they are incurred.
The Group assesses assets impairment, whenever events or circumstances may indicate that the book value of the asset exceeds its recoverable amount, the impairment being recognised in the income statement.
Land is not depreciated. Depreciation on the other assets is calculated using the straight-line method over their estimated useful lives, as follows:
| NUMBER OF YEARS | |
|---|---|
| Buildings and other constructions | 8 to 40 |
| Plant and machinery: | |
| - Renewable assets | 30 |
| - Other plant and machinery | 4 to 12 |
| Transport equipment | 3 to 5 |
| Office equipment and tools | 2 to 10 |
| Other tangible fixed assets | 3 to 10 |
At the end of December 2016, EDPR Group changed the useful life of the renewable assets from 25 to 30 years.
The Group´s intangible assets are booked at acquisition cost less accumulated amortisation and impairment losses. The Group does not own intangible assets with indefinite lives.
The Group performs impairment tests, whenever events or circumstances may indicate that the book value of the asset exceeds its recoverable amount, being any impairment recognised in the income statement.
Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised on the basis of their expected useful lives.
Costs that are directly associated with the development of identifiable specific software applications by the Group, and that will probably generate economic benefits beyond one year, are recognised as intangible assets. These costs include employee costs directly associated with the development of the referred software and are amortised using the straight-line method during their expected useful lives.
Maintenance costs of software are charged to the income statement when incurred.
The amortisation of industrial property and other rights is calculated using the straight-line method for an expected useful live expected of less than 6 years.
In some jurisdictions, on top of the market price, generators receive certificates (GCs) for their performance, which are sold to the off-takers obliged to fulfil a quota obligation (a share of energy that must be sourced from renewable sources). Being these certificates considered subsidies under IAS 20 they are recognised when generated as intangible assets at fair market. The intangible assets registered will be discharged at the time of their effective sale and difference between the selling price and the fair value of the GCs will be registered in the profit and loss account.
Acquired Power Purchase Agreements (PPAs) are booked as intangible assets and amortised using the straight-line method according with the duration of the contract.
Non-current assets or groups of non-current assets held for sale (groups of assets and related liabilities that include at least one noncurrent asset) are classified as held for sale when their carrying amounts will be recovered mainly through sale, the assets or groups of assets are available for immediate sale and the sale is highly probable.
The Group also classifies as non-current assets held for sale, non-current assets or groups of assets acquired exclusively for its subsequent resale, that are available for immediate sale and the sale is highly probable.
The measurement of all non-current assets and all assets and liabilities included in a disposal group, is adjusted in accordance with the applicable IFRS standards, immediately before their classification as held for sale. Subsequently, these assets or disposal groups are measured at the lowest between their carrying amount and fair value less costs to sell.
The carrying amounts of the Group's non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is then estimated. For goodwill the recoverable amount is estimated at each reporting date.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units which are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount o f the other assets in the unit (group of units) on a pro-rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in circumstances that caused the impairment. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
The Group classifies its lease agreements as finance leases or operating leases taking into consideration the substance of the transaction rather than its legal form. A lease is classified as a finance lease if it transfers to the lessee substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases.
Lease payments are recognised as an expense and charged to the income statement in the period to which they relate.
Inventories are stated at the lower of the acquisition cost and net realisable value. The cost of inventories includes purchases, conversion and other costs incurred in bringing the inventories to their present location and condition. The net realisable value is the estimated selling price in the ordinary course of business less the estimated selling costs.
The cost of inventories is assigned by using the weighted average method.
The Group classifies assets and liabilities in the consolidated statement of financial position as current and non-current. Current assets and liabilities are determined as follows:
Assets are classified as current when they are expected to be realised or are intended for sale or consumption in the Group's normal operating cycle, they are held primarily for the purpose of trading, they are expected to be realised within twelve months of the balance sheet date or are cash or a cash equivalent, unless the assets may not be exchanged or used to settle a liability for at least twelve months from the balance sheet date.
Liabilities are classified as current when they are expected to be settled in the Group's normal operating cycle, they are held primarily for the purpose of trading, they are due to be settled within twelve months of the balance sheet date or the Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.
Financial liabilities are classified as current when they are due to be settled within twelve months after the reporting period, even if the original term was for a period longer than twelve months, and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorised for issue.
Provisions are recognised when: (i) the Group has a present legal or constructive obligation, (ii) it is probable that settlement will be required in the future and (iii) a reliable estimate of the obligation can be made.
The Group recognises dismantling and decommissioning provisions for property, plant and equipment when a legal or contractual obligation is settled to dismantling and decommissioning those assets at the end of their useful life. Consequently, the Group has booked provisions for property, plant and equipment related with renewables assets, for the expected cost of restoring sites and land to its original condition. The provisions correspond to the present value of the expenditure expected to be required to settle the obligation and are recognised as part of the initial cost or an adjustment to the cost of the respective asset, being depreciated on a straight-line basis over the asset useful life.
The assumptions used for 2017 and 2016 are:
| EUROPE | NORTH AMERICA | SOUTH AMERICA | |
|---|---|---|---|
| Average cost per MW (Euros) | |||
| Wind (Steel structure) | 25,873 | 26,715 | 28,954 |
| Wind (Concrete structure) | 33,954 | - | 29,915 |
| Salvage value per MW (Euros) | |||
| Wind (Steel structure) | 35,603 | 33,942 | 46,338 |
| Wind (Concrete structure) | 19,787 | - | 17,421 |
| Discount rate | |||
| Euro | [0.00% - 1.77%] | - | - |
| PLN | [1.51% - 3.57%] | - | - |
| USD | - | [0.72% - 2.94%] | - |
| CAD | - | [0.72% - 2.94%] | - |
| RON | [0.65% - 3.87%] | - | - |
| BRL | - | - | [11.91% - 12,47%] |
| Inflation rate | - | - | |
| Euro zone | [1.01% - 2.35%] | - | - |
| Poland | [1.45% - 2.40%] | - | - |
| Romania | [2.30% - 2.70%] | - | - |
| USA | - | [2.00% - 2.30%] | - |
| Canada | - | [2.00% - 2.30%] | - |
| Brazil | - | - | [4.20% - 5.64%] |
| Capitalisation (number of years) | 30 | 30 | 30 |
In 2016 the capitalisation rate (number of years) of the dismantling and decommissioning provisions changed to 30 years due to the change, on that year, of the useful life of the renewable assets from 25 to 30 years.
Decommissioning and dismantling provisions are remeasured on an annual basis based on the best estimate of the settlement amount. In this sense, EDPR's technical department performed in 2016 an in-depth analysis taking into account the reality of the EDPR's fleet which resulted in the update on that year of the average cost per megawatt and salvage value of the renewables assets. There were no significant changes in the variables used for determining the best estimate of the settlement amount during 2017.
The unwinding of the discount at each balance sheet date is charged to the income statement.
Liabilities for payment of taxes or levies related to an activity of the Group are recognized as the activity which triggers the payment is carried out, according to the laws regulating such taxes or levies. However, in the cases of taxes or levies with right of reimbursement of the amount already paid proportionally to the period of time in which there is no activity or the asset which triggers the payment is no longer owned, liabilities are recognized on a proportional basis.
Costs and revenues are recorded in the year to which they refer regardless of when paid or received, in accordance with the accrual concept. Differences between amounts received and paid and the corresponding revenue and expenditure are recorded under other assets and other liabilities.
Revenue comprises the amounts invoiced on the sale of products or of services rendered, net of value added tax, rebates and discounts, after elimination of intra-group sales.
Revenue from energy sales is recognised in the period that energy is generated and transferred to customers.
Financial results include interest payable on borrowings, interest receivable on funds invested, dividend income, unwinding of the discount of provisions and written put options to non-controlling interests, foreign exchange gains and losses, gains and losses on financial instruments and the accrual of tax equity estimated interest over outstanding liability.
Interest income is recognised in the income statement based on the effective interest rate method. Dividend income is recognised in the income statement on the date the entity's right to receive payments is established.
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a items recognized directly in equity, in which case is also recognized in equity.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent tha t it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Basic earnings per share are calculated by dividing net profit attributable to equity holders of the parent company by the weighted average number of ordinary shares outstanding during the year, excluding the average number of ordinary shares purchased by the Group and held as treasury stock.
Cash and cash equivalents include balances with maturity of less than three months from the date of acquisition, including cash and deposits in banks. This caption also includes other short-term, highly liquid investments that are readily convertible to known amounts of cash and specific demand deposits in relation to institutional partnerships that are funds required to be held in escrow sufficient to pay the remaining construction related costs of projects in institutional equity partnerships in U.S.A., in the next twelve months.
The Group classifies as cash and cash equivalents the balance of the current accounts with the Group formalized under cashpooling agreements.
Government grants are recognised initially as deferred income under non-current liabilities when there is reasonable assurance that they will be received and that the Group will comply with the conditions associated with the grant. Grants that compensate the Group for expenses incurred are recognised in profit or loss on a systematic basis in the same periods in which the expenses are recognised.
The Group takes measures to prevent, reduce or repair the damage caused to the environment by its activities.
Expenses derived from environmental activities are recognised as other operating expenses in the period in which they are incurred.
The Group has entered in several partnerships with institutional investors in the United States, through limited liability Company operating agreements that apportion the cash flows generated by the wind farms between the investors and the Company and allocates the tax benefits, which include Production Tax Credits (PTCs), Investment Tax Credits (ITCs) and accelerated depreciation, largely to the investor. The institutional investors purchase their minority partnership interests for an upfront cash payment with an agreed targeted internal rate of return over the period that the tax credits are generated. This anticipated return is computed based on the total anticipated benefit that the institutional investors will receive and includes the value of PTCs / ITCs, allocated taxable income or loss and cash distributions received.
The control and management of these wind farms are a responsibility of EDPR Group and they are fully consolidated in these financial statements.
The upfront cash payment received is recognised under 'Liabilities arising from institutional partnerships' and subsequently measured at amortised cost.
This liability is reduced by the value of tax benefits provided and cash distributions made to the institutional investors during the contracted period. The value of the tax benefits delivered, primarily accelerated depreciation and ITC are recognized as Income from institutional partnerships on a pro-rata basis over the 30 year useful life of the underlying projects (see note 7). The value of the PTCs delivered are recorded as generated. This liability is increased by an interest accrual that is based on the outstanding liability balance and the targeted internal rate of return agreed.
After the Flip Date, the institutional investor retains a non-significant interest for the duration of the structure. This noncontrolling interest is entitled to distributions ranging from 0 % to 6 % and taxable income allocations ranging from 5% to 17%. EDPR NA has an option to purchase the institutional investor's residual interest at fair market value during a defined period following the flip date. The financial instruments held by the institutional investors issued by the partnerships represent compound financial instruments as they contain characteristics of both financial liabilities and equity. Post flip non-controlling interests is the portion of equity that is ascribed to the institutional investor in the institutional equity partnership at flip date. This amount is reclassified from the total equity attributable to the Parent to non-controlling interests caption in the period in which the flip date takes place.
The IFRS set forth a range of accounting treatments and require the Board of Directors to apply judgment and make estimates in deciding which treatment is most appropriate.
The main accounting estimates and judgements used in applying the accounting policies are discussed in this note in order to improve the understanding of how their application affects the Group's reported results and disclosures. A broader description of the accounting policies employed by the Group is disclosed in note 2 to the Consolidated Financial Statements.
Although estimates are calculated by the Board of Directors based on the best information available at 31 December 2017 and 2016, future events may require changes to these estimates in subsequent years. Any effect on the financial statements of adjustments to be made in subsequent years would be recognised prospectively.
Considering that in many cases there are alternatives to the accounting treatment adopted by EDP Renováveis, the Group's reported results could differ if a different treatment was chosen. EDP Renováveis believes that the choices made are appropriate and that the financial statements are presented fairly, in all material respects, the Group's financial position and results. The alternative outcomes discussed below are presented solely to assist the reader in understanding the financial statements and are not intended to suggest that other alternatives or estimates would be more appropriate.
Fair values are based on listed market prices, if available, otherwise fair value is determined either by dealer prices (both for that transaction or for similar instruments traded) or by pricing models, based on net present value of estimated future cash flows which take into account market conditions for the underlying instruments, time value, yield curves and volatility factors. These pricing models may require assumptions or judgments in estimating fair values.
Consequently, the use of a different model or of different assumptions or judgments in applying a particular model may have produced different financial results for a particular period.
The contingent consideration, from a business combination or a sale of a minority interest while retaining control is measured at fair value at the acquisition date as part of the business combination or at the date of the sale in the event of a sale of a minority interest. The contingent consideration is subsequently remeasured at fair value at balance sheet date. Fair value is based on discounted cash flows. The main assumptions consider the probability of achieving each objective and the discount factor, corresponding to the best estimates of management at each balance sheet date. Changes in assumptions could have impact on the values of contingent assets and liabilities recognized in the financial statements.
According to IAS 8, estimates must be revised when new information becomes available which indicates a change in circumstances upon which the estimates were formed. It is observable that an extension in the useful life of renewable assets is the industry trend. During 2016, in the light of this fact, EDPR management decided to conduct an in depth review of the useful lifetime of its renewable assets to determine what is the most appropriate depreciation lifetime to consider in its local and IFRS financial statements. The analysis performed covers technical (through internal and third party technical analysis), financial, economic and other considerations such as contractual or regulatory constraints. Based on these results, at the end of December 2016, EDPR approved to revise the current estimate extending the useful life of its renewable assets up to 30 years, consequently, leading to a prospective change in the depreciation charge. Although useful life may have some level of discrete asset variation depending on the specific site specificities, it is judged reasonable and accurate to use the standard of 30 years for the entire fleet.
Impairment test are performed whenever there is an indication that the recoverable amount of property, plant, equipment and intangible assets is less than the corresponding net book value of assets.
On an annual basis, the Group reviews the assumptions used to assess the existence of impairment in goodwill resulting from acquisitions of shares in subsidiaries. The assumptions used are sensitive to changes in macroeconomic indicators and business assumptions used by management. The net interest in associates is reviewed when circumstances indicate the existence of impairment.
Considering that estimated recoverable amounts related to property, plant and equipment, intangible assets and goodwill are based on the best information available, changes in the estimates and judgments could change the impairment test results which could affects the Group's reported results.
The Group is subject to income taxes in numerous jurisdictions. Significant interpretations and estimates are required in determining the global amount for income taxes.
There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Different interpretations and estimates would result in a different level of income taxes, current and deferred, recognised in the period.
Tax Authorities are entitled to review EDP Renováveis, and its subsidiaries' determination of its annual taxable earnings, for a determined period that may be extended in case there are tax losses carried forward. Therefore, it is possible that some additional taxes may be assessed, mainly as a result of differences in interpretation of the tax law. However, the EDP Renováveis and its subsidiaries, do not anticipate any significant changes to the income tax booked in the financial statements.
The Board of Directors considers that Group has contractual obligations with the dismantling and decommissioning of property, plant and equipment related to wind electricity generation. For these responsibilities the Group has recorded provisions for the expected cost of restoring sites and land to its original condition. The provisions correspond to the present value of the expenditure expected to be required to settle the obligation.
In this sense, EDPR's technical department performed in 2016 an in-depth analysis taking into account the reality of the EDPR's fleet which resulted in the update on that year of the average cost per megawatt and salvage value of the renewables assets. There were no significant changes in the variables used for determining the best estimate of the settlement amount during 2017.
The use of different assumptions in estimates and judgments referred may have produced different results from those that have been considered.
In order to determine which entities must be included in the consolidation perimeter, the Group evaluates whether it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
This evaluation requires judgement, assumptions and estimates in order to conclude whether the Group is in fact exposed to variable returns and has the ability to affect those returns through its power over the investee.
Other assumptions and estimates could lead to a different consolidation perimeter of the Group, with direct impact in the consolidated financial statements.
The businesses of EDP Renováveis Group are exposed to a variety of financial risks, including the effects of changes in electricity market prices, foreign exchange and interest rates. The main financial risks arise from interest-rate and the exchange-rate exposures. The volatility of financial markets is analysed on an on-going basis in accordance with EDPR's risk management policies. Financial instruments are used to mitigate potential adverse effects on EDP Renováveis financial performance resulting from interest rates and foreign exchange rates changes.
The Board of Directors of EDP Renováveis is responsible for the definition of general risk-management policies and the establishment of exposure limits. Recommendations to manage financial risks of EDP Renováveis Group are proposed by EDPR's Finance and Global Risk Departments and discussed in the Financial Risk Committee of EDP Renováveis, which is held quarterly. The pre-agreed strategy is shared with the Finance Department of EDP - Energias de Portugal, S.A., to verify the accordance with the policies approved by the Board of Directors of EDP. The evaluation of appropriate hedging mechanisms and the execution are outsourced to the Finance Department of EDP.
All transactions undertaken using derivative financial instruments require the prior approval of the Board of Directors, which defines the parameters of each transaction and approves the formal documents describing their objectives.
EDPR/EDP Group's Financial Department are responsible for managing the foreign exchange exposure of the Group, seeking to mitigate the impact of exchange rate fluctuations on the net assets and net profits of the Group. Instruments used for hedging are foreign exchange derivatives, foreign exchange debt and other hedging structures with offsetting exposure versus the item to be hedged. The effectiveness of these hedges is reassessed and monitored throughout their lives.
EDPR operates internationally and is exposed to the exchange-rate risk resulting from investments in foreign subsidiaries. With the objective of minimizing the impact of exchange rates fluctuations, EDP Renováveis general policy is to fund each project in the currency of the operating cash flows generated by the project.
Currently, the main currency exposure is the U.S. Dollar, resulting from the shareholding in EDPR NA. EDPR is also exposed to Polish Zloty, Romanian Leu, Brazilian Real and, to a minor extent, Canadian Dollar and British Pound.
To hedge the risk originated with net investment in EDPR NA, EDP Renováveis uses financial debt expressed in USD and also entered into a CIRS in USD/EUR with EDP Branch. Following the same strategy adopted to hedge these investments in USA, EDP Renováveis has also entered into CIRS in BRL/EUR, in PLN/EUR, in RON/EUR, and in CAD/EUR to hedge the investments in Brazil, Poland, Romania and Canada (see note 35).
As a consequence a depreciation/appreciation of 10% in the foreign currency exchange rate, with reference to 31 December 2017 and 2016, would originate an increase/(decrease) in EDP Renováveis Group income statement and equity before taxes, as follows:
| THOUSAND EUROS | 31 DEC 2017 | |||
|---|---|---|---|---|
| PROFIT OR LOSS | EQUITY | |||
| +10% | -10% | +10% | -10% | |
| USD/EUR | 5,911 | -7,225 | - | - |
| 5,911 | -7,225 | - | - |
| THOUSAND EUROS | 31 DEC 2016 | |||
|---|---|---|---|---|
| PROFIT OR LOSS | EQUITY | |||
| +10% | -10% | +10% | -10% | |
| USD / EUR | 10,822 | -13,227 | - | - |
| 10,822 | -13,227 | - | - |
This analysis assumes that all other variables, namely interest rates, remain unchanged.
The Group's operating cash flows are substantially independent from the fluctuation in interest-rate markets.
The purpose of the interest-rate risk management strategy is to reduce the exposure of debt cash flows to market fluctuations. As such, whenever considered necessary and in accordance to the Group's policy, interest-rate financial instruments are contracted to hedge interest rate risks. These financial instruments hedge cash flows associated with future interest payments, converting floating rate loans into fixed rate loans.
All these hedges are undertaken on liabilities in the Group's debt portfolio and are mainly perfect hedges with a high correlation between changes in fair value of the hedging instrument and changes in fair value of the interest-rate risk or upcoming cash flows.
The EDP Renováveis Group has a portfolio of interest-rate derivatives with maturities up to 15 years. The Financial Department of EDP Group undertakes sensitivity analyses of the fair value of financial instruments to interest-rate fluctuations or upcoming cash flows.
About 88% of EDP Renováveis Group financial debt bear interest at fixed rates, considering operations of hedge accounting with financial instruments.
EDPR/EDP Group's Financial Department are responsible for managing the interest rate risk associated to activities developed by the Group, contracting derivative financial instruments to mitigate this risk.
Based on the EDPR Group debt portfolio and the related derivative financial instruments used to hedge associated interest rate risk, as well as on the shareholder loans received by EDP Renováveis, a change of 50 basis points in the interest rates with reference to 31 December 2017 and 2016 would increase/(decrease) in EDP Renováveis Group income statement and equity before taxes, as follows:
| THOUSAND EUROS | 31 DEC 2017 | |||
|---|---|---|---|---|
| + 50 BPS | - 50 BPS | + 50 BPS | - 50 BPS | |
| Cash flow hedge derivatives | - | - | 8,435 | -8,897 |
| Unhedged debt (variable interest rates) |
-1,340 | 1,340 | - | - |
| -1,340 | 1,340 | 8,435 | -8,897 |
| THOUSAND EUROS | 31 DEC 2016 | |||
|---|---|---|---|---|
| + 50 BPS | - 50 BPS | + 50 BPS | - 50 BPS | |
| Cash flow hedge derivatives | - | - | 8,334 | -8,668 |
| Unhedged debt (variable interest rates) |
-1,119 | 1,119 | - | - |
| -1,119 | 1,119 | 8,334 | -8,668 |
This analysis assumes that all other variables, namely foreign exchange rates, remain unchanged.
The EDP Renováveis Group counter-party risk exposure in financial and non-financial transactions is managed by an analysis of technical capacity, competitiveness and probability of default to the counter-party. EDP Renováveis has defined a counter-party risk policy inspired in Basel III, which is implemented across all departments in all EDP Renováveis geographies. EDP Renováveis Group is exposed to counter-party risk in financial derivatives transactions and in energy sales (electricity, GC and RECs).
Counterparties in derivatives and financial transactions are restricted to high-quality credit institutions or to the EDP Group.
Most relevant counterparties in derivatives and financial transactions are companies within EDP Group. Financial instruments contracted outside EDP Group are generally engaged under ISDA Master Agreements and credit quality of external counterparties is analysed and collaterals required when needed.
In the process of selling the energy (electricity, GCs and RECs produced), exposure arise from trade receivables, but also from mark-to-market of long term contracts:
Regarding Trade receivables and other debtors, they are recognized net of the impairment losses. The Group believes that the credit quality of these receivables is adequate and that no significant impaired credits exist that have not been recognised as such and provided for.
The maximum exposure to customer credit risk by counterparty type is detailed as follows:
| THOUSAND EUROS | DEC 2017 | DEC 2016 |
|---|---|---|
| Corporate sectors and individuals | ||
| Supply companies | 18,963 | 35,289 |
| Business to business | 101,347 | - |
| Other | 2,940 | 2,395 |
| TOTAL CORPORATE SECTORS AND INDIVIDUALS | 123,250 | 37,684 |
| Public sector | 38,555 | 51,644 |
| TOTAL PUBLIC SECTOR AND CORPORATE SECTORS/INDIVIDUALS | 161,805 | 89,328 |
Trade receivables by geographical market for the Group EDPR, is as follows:
| DEC 2017 | |||
|---|---|---|---|
| EUROPE | NORTH AMERICA | BRAZIL | TOTAL |
| EUROPE | NORTH AMERICA | BRAZIL | TOTAL |
| 102,029 | 14,917 | 6,304 | 123,250 |
| 22,481 | - | 16,074 | 38,555 |
| 124,510 | 14,917 | 22,378 | 161,805 |
| THOUSAND EUROS | DEC 2016 | |||
|---|---|---|---|---|
| EUROPE | NORTH AMERICA | BRAZIL | TOTAL | |
| EUROPE | NORTH AMERICA | BRAZIL | TOTAL | |
| Corporate sectors and individuals | 30,772 | 3,223 | 3,689 | 37,684 |
| Public sector | 40,675 | 6,833 | 4,136 | 51,644 |
| TOTAL | 71,447 | 10,056 | 7,825 | 89,328 |
Regarding to past-due and not impaired Trade receivables, is analysed as follow:
| THOUSAND EUROS | DEC 2017 | DEC 2016 |
|---|---|---|
| Past due but not impaired trade receivables | ||
| Less than 3 months More than 3 months |
24,912 1,475 |
3,943 3,033 |
| Impaired trade receivables | - | - |
| Not past due and not impaired trade receivables | 135,418 | 82,352 |
| TOTAL | 161,805 | 89,328 |
The age of trade receivables that are past due but not impaired may vary significantly depending on the type of customer (corporate sector and individuals or public sector). EDPR Group recognises impairment losses based on an economic case by case analysis, according with the characteristics of the customers.
Liquidity risk is the possibility that the Group will not be able to meet its financial obligations as they fall due. The Group strategy to manage liquidity is to ensure, as far as possible, that it will always have significant liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
The liquidity policy followed ensures compliance with payment obligations acquired, through maintaining sufficient credit facilities and having access to the EDP Group facilities.
The EDP Renováveis Group undertakes management of liquidity risk through the engagement and maintenance of credit lines and financing facilities with its main shareholder, as well as directly in the market with national and international financial institutions, assuring the necessary funds to perform its activities.
As at 31 December 2017, market price risk affecting the EDP Renováveis Group is not significant. In the case of EDPR NA, the great majority of the plants are under power purchase agreements, with fixed or escalating prices. In the case of EDPR EU, the electricity is sold in Spain, France, Italy and Portugal through regulated tariffs whether in Romania and Poland most plants sell their electricity and green certificates under power purchase agreements with fixed prices or floors.
For the small share of energy sold with merchant exposure (electricity, green certificates and RECs generated, this market risk is managed through electricity sales swaps and REC swaps. EDPR EU and EDPR NA have electricity sales and REC swaps that qualify for hedge accounting (cash flow hedge) that are related to electricity sales for the years 2017 to 2020 (see note 35). The purpose of EDP Renováveis Group is to hedge a volume of energy generated to reduce its exposure to the energy price volatility.
The Group's goal in managing equity, in accordance with the policies established by its main shareholder, is to safeguard the Group's capacity to continue operating as a going concern, grow steadily to meet established growth targets and maintain an optimum equity structure to reduce equity cost.
In conformity with other sector groups, the Group controls its financing structure based on the leverage ratio. This ratio is calculated as net financial borrowings divided by total equity and net borrowings. Net financial borrowings are determined as the sum of financial debt, institutional equity liabilities corrected for non-current deferred revenues, less cash and cash equivalents.
During the year ended in 31 December 2017, the changes in the consolidation perimeter of the EDP Renováveis Group were:
This transaction was treated as a disposal of non-controlling interests without loss of control and therefore the positive difference between the book value and the fair value of the non-controlling interests sold, totaling a gain amounting to 96,428 thousand Euros, was booked against reserves under the corresponding accounting policy.
In accordance with the Shareholders Agreement and other relevant contracts, it has been established a shared control of the Company which led to a loss of control over the company and its consolidation by the equity method. This disposal with loss of control generated a gain on a consolidated basis of 28,548 thousand Euros, recorded in the income statement (see note 7), which includes a gain for the revaluation of the stake retained of 18,666 thousand Euros according to the corresponding accounting policy.
* EDPR Group holds, through its subsidiary EDPR NA, a set of subsidiaries legally established in the United States without share capital and that, as at 31 December 2017, do not have any assets, liabilities, or any operating activity.
x In the first quarter of 2017, EDPR Group gained control and changed the method by which it consolidated Eólica de Coahuila, S.A. de C.V. from equity method to full consolidation method as a result of the wind farm construction completion and its entry into operation, as agreed between the shareholders (see note 42). Impact in Non-Controlling Interests represents an increase of 16,646 thousand Euros as at 31 December 2017;
During the year ended in 31 December 2016, the changes in the consolidation perimeter of the EDP Renováveis Group were:
This transaction has been considered, for consolidation purposes, as an asset acquisition out of the scope of IFRS 3 – Business Combinations, due to the nature of such transaction, the type of assets acquired and the initial stage of completion of the projects;
This transaction has been considered, for consolidation purposes, as an asset acquisition out of the scope of IFRS 3 – Business Combinations, due to the nature of such transaction, the type of assets acquired and the initial stage of completion of the projects.
Non-controlling interests' shareholders hold put options over the stake they own in the companies Tivano S.r.l., San Mauro S.r.L and AW 2 S.r.l. therefore they are 100% consolidated (see note 36).
These transactions have been considered, for consolidation purposes, as an asset acquisition out of the scope of IFRS 3 – Business Combinations, due to the nature of such transaction, the type of assets acquired and the initial stage of completion of the projects;
Total impact of the above acquisitions in Equity Holders of the Parent and in non-controlling interests represents a decrease amounting to 23,199 thousand Euros and 9,840 thousand Euros respectively.
(ii) 24% of its interests in the following companies:
This transaction was treated as a disposal of non-controlling interests without loss of control and therefore the positive difference between the book value and the fair value of the non-controlling interests sold, totaling a gain amounting to 23,460 thousand Euros, was booked against reserves under the corresponding accounting policy;
x In the second quarter of 2016, EDP Renewables Europe, S.L. concluded the sale to Vortex Energy Investments II S.à r.l. by 272,880 thousand Euros that equals to 550,000 thousand Euros deducted of loans totalling 272,740 of thousand Euros and 4,380 of transaction costs, of 49% of its interests in the company EDPR Participaciones S.L.U., with a subsequent loss of share interest in the following companies:
Spain
Belgium
France
Portugal
This transaction was treated as a disposal of non-controlling interests without loss of control and therefore the positive difference between the book value and the fair value of the non-controlling interests sold, totaling a gain amounting to 105,186 thousand Euros, was booked against reserves under the corresponding accounting policy.
This transaction was treated as a disposal of non-controlling interests without loss of control and therefore the positive difference between the book value and the fair value of the non-controlling interests sold, totaling a gain amounting to 16,596 thousand Euros, was booked against reserves under the corresponding accounting policy.
This transaction was treated as a disposal of non-controlling interests without loss of control and therefore the positive difference between the book value and the fair value of the non-controlling interests sold, totaling a gain amounting to 14,783 thousand Euros, was booked against reserves under the corresponding accounting policy.
* EDPR Group holds, through EDPR NA and EDPR Canada, a set of subsidiaries in the United States and Canada legally established without share capital and that, as at 31 December 2016, do not have any assets, liabilities, or any operating activity
The companies included in the consolidation perimeter of EDPR Group as at 31 December 2017 and 2016 are listed in Annex I.
Revenues are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Revenues by business and geography | ||
| Electricity in Europe | 938,444 | 908,819 |
| Electricity in North America | 598,220 | 507,607 |
| Electricity in Brazil | 65,124 | 34,424 |
| 1,601,788 | 1,450,850 | |
| Other revenues | 223 | 1,897 |
| 1,602,011 | 1,452,747 | |
| Services rendered | 2,142 | 1,745 |
| Changes in inventories and cost of raw material and consumables used | ||
| Cost of consumables used | -5,671 | -6,341 |
| Changes in inventories | 3,137 | 5,063 |
| -2,534 | -1,278 | |
| TOTAL REVENUES | 1,601,619 | 1,453,214 |
The breakdown of revenues by segment is presented in the segmental reporting (see note 43).
Income from institutional partnership in U.S. Wind Farms in the amount of 225,568 thousand Euros (31 December 2016: 197,544 thousand Euros), includes revenue recognition related to production tax credits (PTC), investments tax credits (ITC) and other tax benefits, mostly from accelerated tax depreciation related to projects Sol I and II, Blue Canyon I and Vento I to XVII (see note 31).
Other income is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Gains related with business combinations | 4,642 | 3,890 |
| Amortisation of deferred income related to power \ | 4,000 | 4,915 |
| purchase agreements | ||
| Contract and insurance compensations | 18,542 | 19,740 |
| Other income | 67,756 | 25,207 |
| 94,940 | 53,752 |
Gains related with business combinations as of December 31, 2017 refer to the result generated amounting to 4,642 thousand Euros in the acquisition of 50% of additional shareholding in the Spanish company Tebar Eólica, S.A by which EDPR gained control over the company (see note 42). In 2016, this caption included the gain resulting from the acquisition of the Italian company Parco Eolico Banzi S.r.l. amounting to 3,040 thousand Euros.
The power purchase agreements between EDPR NA and its customers were valued based on market assumptions, at the acquisition date of the business combination, using discounted cash flow models. At that date, these agreements were valued a t approximately 190,400 thousands of USD and booked as a non-current liability (see note 32). This liability is amortised over the period of the agreements against other income. As at 31 December 2017, the amortisation for the period amounts to 4,000 thousand Euros (31 December 2016: 4,915 thousand Euros) and the non-current liability amounts to 13,686 thousand euros (31 December 2016: 19,857 thousand Euros).
Other income caption mainly includes: (i) gain on the sale of 23,3% of Moray Offshore Windfarm (East) Ltd to International Power Consolidated Holdings Ltd in the amount of 28,548 thousand Euros (see note 5); (ii) price adjustment amounting to 4,537 thousand Euros, according to the corresponding agreements, in the transaction of selling 49% of EDP Renováveis Portugal S.A to CTG that took place in 2013; (iii) price adjustment amounting to 5,721 thousand Euros, according to the corresponding agreements, in the transaction of selling 49% of projects Vento XIII and Vento XIV that took place in 2016; and (iv) cancelation of the liability related to a success fee payable for the Polish project Masovia amounting to 6,753 thousand Euros since this success fee is no longer due according to the relevant contracts (see note 33).
As of December 31, 2016, other income caption included, between others, the gain on the disposal of the Polish company J&Z Wind Farms, SP. Z o.o amounting to 6,958 thousand Euros.
This caption is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Rents and leases | 57,814 | 54,819 |
| Maintenance and repairs | 186,609 | 177,730 |
| Specialised works: | ||
| - IT Services, legal and advisory fees | 19,549 | 14,808 |
| - Shared services | 8,577 | 9,331 |
| - Other services | 11,724 | 11,217 |
| Other supplies and services | 42,613 | 36,835 |
| 326,886 | 304,740 |
Personnel costs and employee benefits is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Personnel costs | ||
| Board remuneration | 739 | 723 |
| Remunerations | 80,302 | 72,571 |
| Social charges on remunerations | 12,869 | 11,893 |
| Employee's variable remuneration | 17,298 | 15,974 |
| Other costs | 2,142 | 1,706 |
| Own work capitalised | -24,175 | -18,963 |
| 89,175 | 83,904 | |
| Employee benefits | ||
| Costs with pension plans | 4,208 | 3,676 |
| Costs with medical care plans and other benefits | 7,378 | 6,314 |
| 11,586 | 9,990 | |
| 100,761 | 93,894 |
As at 31 December 2017 and at 31 December 2016, costs with pension plans mainly relate to defined contribution plans (4,093 thousand Euros and 3,628 thousand Euros respectively) and defined benefit plans (10 thousands of Euros and 48 thousand Euros respectively).
The average breakdown by management positions and professional category of the permanent staff as of 31 December 2017 and 2016 is as follows:
| 31 DEC 2017 | 31 DEC 2016 | |
|---|---|---|
| Board members | 17 | 17 |
| 17 | 17 | |
| Senior management / Senior officers | 87 | 89 |
| Middle management | 679 | 591 |
| Highly-skilled and skilled employees | 316 | 278 |
| Other employees | 138 | 97 |
| 1,220 | 1,055 | |
| 1,237 | 1,072 |
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Taxes | 87,530 | 77,382 |
| Losses on fixed assets | 6,453 | 5,696 |
| Other costs and losses | 34,179 | 51,847 |
| 128,162 | 134,925 |
The caption Taxes, on 31 December 2017, includes the amount of 31,426 thousand Euros (31 December 2016: 26,020 thousand Euros) related to taxes for energy generators in Spain, affecting all the wind farms in operation, amounting to 7% of revenues for each wind farm.
In 2017, the EDPR Group proceeded to write-off assets under construction and other assets, which mainly refers to (i) 3,013 thousands of Euros related to the abandonment of ongoing projects in EDPR Europe (2,368 thousand Euros in 2016); (ii) 335 thousand Euros related to the abandonment of ongoing projects in EDPR NA and EDPR Brazil (949 thousand Euros in 2016); and (iii) 2,502 thousand Euros due to incremental costs related with the damage in the met mast of the offshore wind farm of Moray that took place in 2014, which was registered previously to the loss of control of the company (refer to note 15).
This caption is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Property, plant and equipment | ||
| Buildings and other constructions | 766 | 727 |
| Plant and machinery | 520,862 | 608,581 |
| Other | 8,446 | 8,638 |
| Impairment loss | 48,868 | 3,387 |
| 578,942 | 621,333 | |
| Intangible assets | ||
| Industrial property, other rights and other intangibles | 2,535 | 3,162 |
| Impairment loss | 1,397 | - |
| 3,932 | 3,162 | |
| 582,874 | 624,495 | |
| Amortisation of deferred income (Government grants) | -19,509 | -22,208 |
| 563,365 | 602,287 |
The variation in Plant and machinery includes the impact of the extension of the useful life of renewable assets from 25 to 30 years that took place at the end of December 2016 which results in a decrease of the amortization expense in the amount of circa 120,000 thousand Euros compared to the amortization that would have resulted if the extension of the useful life had not taken place.
Impairment loss for property, plant and equipment is mainly related to certain wind farms in Poland as a result of the recoverability assessment of the projects in these wind farms.
Impairment loss for intangible assets recognized in 2017 mainly results from the recoverability assessment of deferred green certificates in Romania.
Financial income and financial expenses are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Financial income | ||
| Interest income | 6,710 | 7,899 |
| Derivative financial instruments: | ||
| Interest | - | 110 |
| Fair value | 16,054 | 30,729 |
| Foreign exchange gains | 17,619 | 12,941 |
| Other financial income | 798 | 2,563 |
| 41,181 | 54,242 | |
| Financial expenses | ||
| Interest expense | 167,131 | 189,499 |
| Derivative financial instruments: | ||
| Interest | 59,506 | 56,067 |
| Fair value | 12,804 | 31,702 |
| Foreign exchange losses | 10,636 | 13,745 |
| Own work capitalised | -16,388 | -23,013 |
| Unwinding | 93,094 | 95,433 |
| Other financial expenses | 15,978 | 40,902 |
| 342,761 | 404,335 | |
| NET FINANCIAL INCOME / (EXPENSES) | -301,580 | -350,093 |
Derivative financial instruments include interest liquidations on the derivative financial instrument established between EDP Renováveis and EDP Branch (see notes 35 and 37).
In accordance with the accounting policy described on note 2 g), the borrowing costs (interest) capitalised in tangible fixed assets in progress as at 31 December 2017 amount to 16,388 thousand Euros (at 31 December 2016 amounted to 23,013 thousand Euros) (see note 15), and are included under Own work capitalised (financial interest). The interest rates used for this capitalisation vary in accordance with the related loans, between 1.00% and 9.98% (31 December 2016: 0.42% and 9.75%).
Interest expense refers to interest on loans bearing interest at contracted and market rates.
Unwinding expenses refers essentially to the financial update of provisions for dismantling and decommissioning of wind farms in the amount of 4,816 thousand Euros (31 December 2016: 4,610 thousand Euros) (see note 30) and the implied return in institutional partnerships in U.S. wind farms amounting to 88,561 thousand Euros (31 December 2016: 90,337 thousand Euros) (see note 31).
The statutory corporate income tax rates applicable in the countries in which EDP Renewables Group operates are as follows:
| COUNTRY | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Europe: | ||
| Belgium | 33.99% | 33.99% |
| France | 33.33% - 34.43% | 33.33% - 34.43% |
| Italy | 24% - 28.8% | 27.5% - 32.3% |
| Poland | 19% | 19% |
| Portugal | 21% - 29.5% | 21% - 29.5% |
| Romania | 16% | 16% |
| Spain | 25% | 25% |
| United Kingdom | 19% | 20% |
| America: | ||
| Brazil | 34% | 34% |
| Canada | 26.50% | 26.50% |
| Mexico | 30% | 30% |
| United States of America | 38.2% | 38.2% |
EDP Renováveis S.A. and its subsidiaries file individual tax returns in accordance with the applicable tax legislation. Never theless, the company and the majority of its Spanish subsidiaries are taxed under the tax consolidation group regime applicable according to the Spanish law. EDP - Energias de Portugal, S.A. - Sucursal en España (Branch) is the dominant company of this Group which includes other subsidiaries that are not within the renewables energy industry.
Furthermore, effective as from 1 January 2017 there is another tax group in Spain formed by 7 subsidiaries and EDPR Participaciones, S.A. as the dominant company.
As per the applicable tax legislation, tax periods may be subject to examination by the various Tax Administrations during a limited number of years. Statutes of limitation differ from country to country, as follows: USA, Belgium and France: 3 years; Spain, United Kingdom and Portugal: 4 years; Brazil, Romania, Poland, Italy and Mexico: 5 years; and Canada: 10 years.
Tax losses generated in each year are also subject to Tax Administrations' review and reassessment. Losses may be used to off set yearly taxable income assessed in the subsequent periods, as follows: 5 years in Portugal and Poland; 7 in Romania; 10 in Mexico; 20 in the USA and Canada; and indefinitely in Spain, France, Italy, Belgium, Brazil and the United Kingdom. Moreover, in the United Kingdom and France tax losses in a given year may be carried back against the taxable base assessed in the previous tax year and in the USA and Canada in the 2 and 3 previous years, respectively. However, the deduction of tax losses in Portugal, Spain, Brazil, France, Italy, United Kingdom and Poland may be limited to a percentage of the taxable income of each period.
EDP Renováveis Group companies may, in accordance with the law, benefit from certain tax benefits or incentives in specific conditions, namely the Production Tax Credits in the US which are the dominant form of wind remuneration in that country, and represent an extra source of revenue per unit of electricity over the first 10 years of the asset's life (\$24/MWh in 2017 and \$23/MWh in 2016). For wind facilities commencing construction in 2017, the PTC amount is reduced by 20%, 40% in 2018 and 60% in 2019.
EDP Renewables Group transfer pricing policy follows the rules, guidelines and best international practices applicable across all geographies where the Group operates, in due compliance with the spirit and letter of the Law.
Corporate income tax ("CIT") rate
The statutory CIT rates applicable in 2017 in Italy (IRES), France and the United Kingdom have been reduced as follows:
• In Italy, from 27.5% to 24%, effective from 1 January 2017 onwards, as per the 2016 Budget Law;
• In France, the Government announced in 2016 that the CIT rate would be progressively lowered down from 33.33% to 28% for all companies before 2020, starting in 2017 with small and medium-sized enterprises and expanding to larger companies as a second step;
• In the United Kingdom, at Summer Budget 2015 the government announced legislation setting the CIT main rate (for all profits except North Sea oil and gas ring fence profits) at 19% for fiscal year 2017 (i.e. from 1 April 2017 to 31 March 2018). For fiscal years 2018 and 2019, the corporation tax rate will remain at 19%. For fiscal year 2020 the CIT rate will be 17%.
• The "Tax Cuts and Jobs Act" signed into law on 22 December 2017 introduces extensive changes to the US tax system. Although most changes become effective for FY starting after 31 December 2017, they are substantively enacted for accounting purposes in 2017 and should be reflected in the financial statements at 31 December 2017.
• One of the key changes of the abovementioned reform implies the reduction of the US federal corporate income tax rate, from the existing 35% to 21%. Thus, when combined with average state corporate income taxes, drops the US combined tax rate to 25.75% in 2018.
Tax losses carried forward
• In Spain, as per Royal Legislative Decree 3/2016, the utilization of carried forward tax losses for fiscal years starting after 1 January 2017 is limited to 70% of the tax base, if the company´s net revenues are lower than 20,000 thousand Euros. However, companies with net revenues between 20,000-60,000 thousand Euros are allowed to offset tax losses up to 50% of the tax base. The limit lowers to 25% for companies with net revenues greater than 60,000 thousand Euros. 1,000 thousand Euros being deductible in any case.
• In Portugal, the Budget Law for 2016 (Law 7-A/2016, of 30 March 2016) has reduced the tax losses carry-forward period from 12 to 5 years, for tax losses assessed in tax years beginning on or after 1 January 2017. Furthermore, as of 1 January 2017, there is no obligation to use the FIFO method when using carried forward tax losses, meaning taxpayers may opt to use first the losses with the smaller carryforward period.
• In the United Kingdom, a reform to corporate tax loss relief was implemented, providing greater flexibility over the types of profit that can be relieved by losses arising from 1 April, 2017 (the scope of relief is extended by including nontrading profits in those available for set-off). However, the total amount of profits arising from 1 April 2017 that can be relieved using carried-forward trading losses is restricted to the amount of an allowance up to 5,000 thousand GBP, plus 50% of remaining profits after deduction of the allowance.
• The abovementioned US tax reform limits not operating losses (NOLs) deductibility to 80% of the taxable income in each year, for FY starting after 31 December 2017. There is no change to the rules applied to NOLs generated before the end of 2017. Further, NOLs generated after 2017 can be carried forward for an indefinite period, but cannot be carried back.
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Current tax | -46,291 | -49,928 |
| Deferred tax | -1,767 | 12,359 |
| INCOME TAX EXPENSE | -48,058 | -37,569 |
The effective income tax rate as at 31 December 2017 and 2016 is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Profit before tax | 504,265 | 213,681 |
| Income tax expense | -48,058 | -37,569 |
| Effective Income Tax Rate | 9.53% | 17.58% |
The difference between the theoretical and the effective income tax expense, results from the application of the law provisions in the determination of the tax base, as demonstrated below.
The reconciliation between the nominal and the effective income tax rate for the Group during the years ended 31 December 2017 and 2016 is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Profit before taxes | 504,265 | 213,681 |
| Nominal income tax rate (*) | 25.00% | 25,00% |
| Theoretical income tax expense | -126,066 | -53,420 |
| Fiscal revaluations, amortization, depreciation and provisions | -1,008 | 9,241 |
| Tax losses and tax credits | 4,473 | 7,434 |
| Financial investments in associates | 4,553 | 2,453 |
| Accounting/fiscal temporary differences on the recognition/derecognition of assets | 16,598 | -2,406 |
| Effect of tax rates in foreign jurisdictions and CIT rate changes | 15,354 | -18,963 |
| Tax benefits | 10,067 | 4,559 |
| Taxable differences attributable to non-controlling interests (USA) | 37,486 | 27,970 |
| Other | -9,515 | -14,437 |
| EFECTIVE INCOME TAX EXPENSE AS PER THE CONSOLIDATED INCOME STATEMENT | -48,058 | -37,569 |
(*) Statutory corporate income tax rate applicable in Spain
Effect of tax rates in foreign jurisdictions and CIT rate changes caption mainly refer to: (i) the difference between the tax rates applicable in the countries in which the EDPR Group operates as compared to the tax rate used as reference for the theoretical income tax expense calculation; and (ii) the effect of the prospective CIT rate change enacted through the aforementioned US tax reform.
Taxable differences attributable to non-controlling interests refer to the tax effect of income allocated to non-controlling interests which is not taxable in the EDPR Group according to the corresponding tax regulation.
With reference to 31 December 2017, Accounting/fiscal temporary differences on the recognition/derecognition caption mainly includes changes in the Group's perimeter not subject to income taxes.
With reference to 31 December 2016, the caption Fiscal revaluations, amortization, depreciation and provisions included essentially the net effect of the fiscal revaluation of certain eligible EDPR assets held in Portugal, in accordance with the Decree-Law 66/2016 of 3 November. Related fiscal revaluation reserve was taxed in 2016 at a 14% flat rate, payable in 3 equal instalments due in 20 December 2016, 15 December 2017 and 15 December 2018 (see note 19 and 34).
This caption is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Cost | ||
| Land and natural resources | 31,632 | 31,519 |
| Buildings and other constructions | 21,034 | 20,445 |
| Plant and machinery: | ||
| - Renewables generation | 17,088,854 | 17,073,075 |
| - Other plant and machinery | 6,694 | 6,700 |
| Other | 112,689 | 112,969 |
| Assets under construction | 949,359 | 917,652 |
| 18,210,262 | 18,162,360 | |
| Accumulated depreciation and impairment losses | ||
| Depreciation charge | -530,074 | -617,946 |
| Accumulated depreciation in previous years | -4,353,226 | -4,012,314 |
| Impairment losses | -48,868 | -3,387 |
| Impairment losses in previous years | -92,893 | -91,286 |
| -5,025,061 | -4,724,933 | |
| Carrying amount | 13,185,201 | 13,437,427 |
The movement in Property, plant and equipment during 2017, is analysed as follows:
| THOUSAND EUROS | BALANCE AT 01 JAN |
ADDITIONS | DISPOSALS/ WRITE-OFF |
TRANSFERS | EXCHANGE DIFFERENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Land and natural resources | 31,519 | 2,949 | -746 | - | -2,090 | - | 31,632 |
| Buildings and other constructions | 20,445 | 2,364 | - | - | -1,775 | - | 21,034 |
| Plant and machinery | 17,079,775 | 47,580 | -2,743 | 828,612 | -1,189,093 | 331,417 | 17,095,548 |
| Other | 112,969 | 5,250 | - | 1,559 | -7,244 | 155 | 112,689 |
| Assets under construction | 917,652 | 1,020,850 | -4,728 | -830,171 | -80,420 | -73,824 | 949,359 |
| 18,162,360 | 1,078,993 | -8,217 | - | -1,280,622 | 257,748 | 18,210,262 |
| THOUSAND EUROS | BALANCE AT 01 JAN |
CHARGE FOR THE PERIOD |
IMPAIRMENT LOSSES/ REVERSES |
DISPOSALS/ WRITE-OFF |
EXCHANGE DIFFER ENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|---|---|---|---|---|---|---|---|
| Accumulated depreciation and impairment losses | |||||||
| Buildings and other constructions | 12,212 | 766 | - | - | -1,068 | - | 11,910 |
| Plant and machinery | 4,629,306 | 520,862 | 48,868 | -1,260 | -290,205 | -8,640 | 4,898,931 |
| Other | 83,415 | 8,446 | - | - | -5,235 | 27,594 | 114,220 |
| 4,724,933 | 530,074 | 48,868 | -1,260 | -296,508 | 18,954 | 5,025,061 |
Plant and machinery includes the cost of the wind farms under operation.
Depreciation charge for the period includes the impact of the extension of the useful life of renewables assets from 25 to 30 years that took place at the end of December 2016 (see note 12).
Impairment losses are mainly related to wind farms in Poland as a result of the recoverability assessment of certain wind farms in this country (see note 12).
Additions include the allocation of the acquisition cost of the American companies Hog Creek Wind Project, LLC, Cameron Solar, LLC, Estill Solar I, LLC and Hampton Solar, II LLC amounting to 34,068 thousand Euros and the French company Parc Éolien de Paudy, S.A.S. amounting to 3,543 thousand Euros due to the nature of the transactions, the type of assets and the initial stage of completion of the projects acquired (see note 5). Additionally this caption includes the effect of the revaluation of the assets of the Spanish company Tebar Eólica S.A. in the amount of 9,239 thousand Euros after the increase in the shareholding held over the company from 50% to 100% which implied gain of control over the company (See note 5 and 42).
Transfers from assets under construction into operation mainly refer to wind and solar farms that become operational in the United States of America and wind farms that become operational in Brazil, France and Italy.
Disposals/Write-offs, net of accumulated depreciation, include, between others, 5,850 thousand Euros which mainly refers to: (i) 3,013 thousand Euros related to the abandonment of ongoing projects in EDPR Europe; (ii) 335 thousand Euros related to the abandonment of ongoing projects in EDPR North America and EDPR Brazil; and (iii) 2,502 thousand Euros due to incremental costs related with the damage that took place in 2014 in the met mast of the offshore wind farm of Moray, which was registered previously to the loss of control of the company (see note 5 and 11).
The caption Changes in perimeter/Other, net of accumulated depreciation, mainly includes:
The Company has taken out an insurance global program to cover risks relating to property, plant and equipment. The coverage provided by these policies is considered to be sufficient.
Loans with credit institutions formalized as 'Project Finances' are secured by the shares of the corresponding wind farms and , ultimately, by the fixed assets of the wind farm to which the financing is related (see note 29). Additionally, the construction of certain assets have been partly financed by grants received from different Government Institutions.
| THOUSAND EUROS | BALANCE AT 01 JAN |
ADDITIONS | DISPOSALS/ WRITE-OFF |
TRANSFERS | EXCHANGE DIFFERENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Land and natural resources | 31,135 | 563 | -583 | - | 404 | - | 31,519 |
| Buildings and other constructions | 18,650 | 1,090 | - | 27 | 678 | - | 20,445 |
| Plant and machinery | 15,242,087 | 174,107 | -4,263 | 1,310,300 | 318,923 | 38,621 | 17,079,775 |
| Other | 100,754 | 8,891 | -334 | 1,813 | 1,845 | - | 112,969 |
| Assets under construction | 1,243,106 | 978,323 | -4,773 | -1,312,140 | 14,687 | -1,551 | 917,652 |
| 16,635,732 | 1,162,974 | -9,953 | - | 336,537 | 37,070 | 18,162,360 |
The movement in Property, plant and equipment during 2016, is analysed as follows:
| THOUSAND EUROS | BALANCE AT 01 JAN |
CHARGE FOR THE PERIOD |
IMPAIRMENT LOSSES/ REVERSES |
DISPOSALS/ WRITE-OFF |
EXCHANGE DIFFER ENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|---|---|---|---|---|---|---|---|
| Accumulated depreciation and impairment losses | |||||||
| Buildings and other constructions Plant and machinery Other |
11,156 3,938,575 73,549 |
727 608,581 8,638 |
- 3,387 - |
- -1,837 -237 |
329 78,565 1,541 |
- 2,035 -76 |
12,212 4,629,306 83,415 |
| 4,023,280 | 617,946 | 3,387 | -2,074 | 80,435 | 1,959 | 4,724,933 |
Additions include the allocation of the acquisition cost of the following companies due to the nature of such transaction, the type of assets acquired and the initial stage of completion of the projects (see note 5):
Italian companies Conza Energía, Sarve, VRG Wind 149, VRG Wind 127, T Power S.P.A, Tivano, San Mauro, AW 2 and Lucus Power amounting to 11,292 thousand Euros;
Portuguese companies Serra do Oeste, Torrinheiras, Planalto, Pinhal Oeste and Cabeço Norte amounting to 8,963 thousand Euros;
Brazilian companies Babilônia I, Babilônia II, Babilônia III, Babilônia IV and Babilônia V amounting to 8,292 thousand Euros;
Transfers from assets under construction into operation, refer mainly to wind farms of the EDP Renováveis Group that become operational in the United States of America, Brazil, Poland, and France.
Disposals/Write-offs includes 3,193 thousand Euros related to the abandonment of ongoing projects mainly in Poland and in the United States of America and an additional write-off of 2,236 thousand Euros due to the damage that took place in 2014 in the met mast of the offshore wind farm of Moray.
The caption Changes in perimeter/Other mainly includes the impact of the consolidation of the new Italian wind farm Banzi in EDPR Group in result of 38,767 thousand Euros (see note 42).
Assets under construction as at 31 December 2017 and 2016 are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| EDPR NA Group | 513,269 | 537,540 |
| EDPR EU Group | 321,080 | 331,216 |
| Others | 115,010 | 48,896 |
| 949,359 | 917,652 |
Assets under construction as at 31 December 2017 and 2016 are essentially related to wind farms under construction and development in EDPR North America, EDPR Europe and EDPR Brazil.
Financial interests capitalised amount to 16,388 thousand Euros as at 31 December 2017 (31 December 2016: 23,013 thousand Euros) (see note 13).
Personnel costs capitalised amount to 24,175 thousand Euros as at 31 December 2017 (31 December 2016: 18,963 thousand Euros) (see note 10).
The EDP Renováveis Group has lease and purchase obligations disclosed in Note 36 - Commitments.
This caption is analysed as follows:
| 31 DEC 2016 |
|---|
| 221,995 |
| 34,638 |
| 256,633 |
| -3,162 |
| -32,086 |
| -11,196 |
| - |
| -46,444 |
| 210,189 |
Industrial property, other rights and other intangible assets mainly include:
The movement in Intangible assets during 2017, is analysed as follows:
| THOUSAND EUROS | BALANCE AT 01 JAN |
ADDITIONS | EXCHANGE DIFFERENCES |
OTHERS | BALANCE AT 31 DEC |
|---|---|---|---|---|---|
| Cost | |||||
| Industrial property, other rights and other intangible assets |
221,995 | 3,090 | -16,396 | 65,953 | 274,642 |
| Intangible assets under development | 34,638 | 7,051 | - | - | 41,689 |
| 256,633 | 10,141 | -16,396 | 65,953 | 316,331 |
| THOUSAND EUROS | BALANCE AT 01 JAN |
CHARGE FOR THE YEAR |
IMPAIRMENT | EXCHANGE DIFFERENCES |
OTHERS | BALANCE AT 31 DEC |
|---|---|---|---|---|---|---|
| Accumulated amortisation and impairment losses | ||||||
| Industrial property, other rights and other intangible assets |
46,444 | 2,535 | 1,397 | -2,416 | 18,857 | 66,817 |
| 46,444 | 2,535 | 1,397 | -2,416 | 18,857 | 66,817 |
The movement in Intangible assets during 2016, is analysed as follows:
| THOUSAND EUROS | BALANCE AT 01 JAN |
ADDITIONS | DISPOSALS/ WRITE-OFF |
EXCHANGE DIFFERENCES |
CHANGES IN THE PERIMETER / OTHER |
BALANCE AT 31 DEC |
|---|---|---|---|---|---|---|
| Cost | ||||||
| Industrial property, other rights and other intangible assets |
190,068 | 20,102 | -19 | 3,696 | 8,148 | 221,995 |
| Intangible assets under development |
24,785 | 13,735 | - | 455 | -4,337 | 34,638 |
| 214,853 | 33,837 | -19 | 4,151 | 3,811 | 256,633 |
| THOUSAND EUROS | BALANCE AT 01 JAN |
CHARGE FOR THE YEAR | EXCHANGE DIFFERENCES | BALANCE AT 31 DEC |
|---|---|---|---|---|
| Accumulated amortisation and impairment losses |
||||
| Industrial property, other rights and other intangible assets |
42,725 | 3,162 | 557 | 46,444 |
| 42,725 | 3,162 | 557 | 46,444 |
Additions include the recognition of green certificates rights in Romania in the amount of 17,504 thousand Euros and the impact of the consolidation of new wind farms in the EDPR Group related to the acquisition of the Portuguese companies Serra do Oeste, Torrinheiras, Planalto, Pinhal Oeste and Cabeço Norte in the amount of 6,781 thousand Euros (Refer to note 5).
For the Group, the breakdown of Goodwill resulting from the difference between the cost of the investments and the corresponding share of the fair value of the net assets acquired, is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Goodwill booked in EDPR EU Group: | 636,089 | 636,153 |
| - EDPR Spain Group | 490,385 | 490,385 |
| - EDPR France Group | 61,460 | 61,460 |
| - EDPR Portugal Group | 43,712 | 43,712 |
| - Other | 40,532 | 40,596 |
| Goodwill booked in EDPR NA Group | 659,144 | 748,187 |
| Goodwill booked in EDPR BR Group | 994 | 1,153 |
| 1,296,227 | 1,385,493 |
The movements in Goodwill, by subgroup, during 2017 are analysed as follows:
| THOUSAND EUROS | BALANCE AT 01 JAN |
INCREASES | DECREASES | IMPAIRMENT | EXCHANGE DIFFERENCES |
BALANCE AT 31 DEC |
|---|---|---|---|---|---|---|
| EDPR EU Group: | ||||||
| - EDPR Spain Group | 490,385 | - | - | - | - | 490,385 |
| - EDPR France Group | 61,460 | - | - | - | - | 61,460 |
| - EDPR Portugal Group | 43,712 | - | - | - | - | 43,712 |
| - Other | 40,596 | - | -221 | - | 157 | 40,532 |
| EDPR NA Group | 748,187 | - | - | - | -89,043 | 659,144 |
| EDPR BR Group | 1,153 | - | - | - | -159 | 994 |
| 1,385,493 | - | -221 | - | -89,045 | 1,296,227 |
The movements in Goodwill, by subgroup, during 2016 are analysed as follows:
| THOUSAND EUROS | BALANCE AT 01 JAN |
INCREASES | DECREASES | IMPAIRMENT | EXCHANGE DIFFERENCES |
BALANCE AT 31 DEC |
|---|---|---|---|---|---|---|
| EDPR EU Group: | ||||||
| - EDPR Spain Group | 490,385 | - | - | - | - | 490,385 |
| - EDPR France Group | 61,460 | - | - | - | - | 61,460 |
| - EDPR Portugal Group | 43,712 | - | - | - | - | 43,712 |
| - Other | 40,731 | 131 | - | - | -266 | 40,596 |
| EDPR NA Group | 724,813 | - | - | - | 23,374 | 748,187 |
| EDPR BR Group | 916 | - | - | - | 237 | 1,153 |
| 1,362,017 | 131 | - | - | 23,345 | 1,385,493 |
There were no significant movements during 2017 and 2016 except those related to exchange differences mainly in EDPR NA and a decrease related to the company Relax Wind Park II sp. z o. o. which has been liquidated in 2017 (see note 5)
The goodwill of the EDPR Group is tested for impairment each year with basis of September. In the case of operational wind farms, it is performed by determining the recoverable value through the value in use. Goodwill is allocated to each country where EDPR Group performs its activity, so the EDPR Group aggregate all the CGUs cash flows in each country in order to calculate the recoverable amount of goodwill allocated.
To perform this analysis, a Discounted Cash Flow (DCF) method was used. This method is based on the principle that the estimated value of an entity or business is defined by its capacity to generate financial resources in the future, assuming these can be removed from the business and distributed among the company's shareholders, without compromising the maintenance of the activity.
Therefore, for the businesses developed by EDPR's CGUs, the valuation was based on free cash flows generated by the business, discounted at appropriate discount rates.
The future cash flows projection period used is the useful life of the assets (30 years) which is consistent with the current depreciation method. The cash flows also incorporate the long-term off-take contract in place and long-term estimates of power prices, whenever the asset holds merchant exposure.
The main assumptions used for the impairment tests are as follows:
Power produced: net capacity factors used for each CGU utilize the wind studies carried out, which takes into account the longterm predictability of wind output and that wind generation is supported in nearly all countries by regulatory mechanisms that allow for production and priority dispatching whenever weather conditions permit;
Electricity remuneration: regulated or contracted remuneration has been applied where available, as for the CGUs that benefit from regulated remuneration or that have signed contracts to sell their output during all or part of their useful life; where this is not available, prices were derived using price curves projected by the company based on its experience, internal models and using external data references;
New capacity: tests were based on the best information available on the wind farms expected to be built in coming years, adjusted by probability of success and by the growth prospects of the company based on the Business Plan Targets, its historical growth and market size projections. The tests considered the contracted and expected prices to buy turbines from various suppliers;
Operating costs: established contracts for land leases and maintenance agreements were used; other operating costs were projected consistent with the company's experience and internal models;
Terminal value: considered as a 15% of the initial investment in each wind farm, considering inflation;
Discount rate: the discount rates used are post-tax, reflect EDPR Group's best estimate of the risks specific to each CGU and range as follows:
| THOUSAND EUROS | 2017 | 2016 |
|---|---|---|
| Europe | 3.2%-5.7% | 3.3%-5.6% |
| North America | 4.54%-6.54% | 4.7%-6.7% |
| Brazil | 9.6%-11.4% | 10.4%-12.8% |
Impairment tests done have taken into account the regulation changes in each country, as disclosed in note 1.
EDPR has performed the following sensitivity analyses in the results of impairment tests performed in Europe, North America and Brazil in some of the key variables, such as:
5% reduction of Merchant Prices used in the base case. This sensitivity analysis performed for this assumption independently would not suppose any impairment for the goodwill allocated to each country.
100 basis points increase of the discount rate used in the base case. This sensitivity analysis performed for this assumption independently would not suppose any impairment for the goodwill allocated to each country.
This caption is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Investments in associates | ||
| Interests in joint ventures | 252,174 | 304,918 |
| Interests in associates | 51,344 | 35,202 |
| CARRYING AMOUNT | 303,518 | 340,120 |
For the purpose of the consolidated financial statements presentation, goodwill arising from the acquisition of joint ventures and associated companies is presented in this caption.
The movement in Investments in joint ventures and associates, is analysed as follows:
| THOUSAND EUROS | 2017 | 2016 |
|---|---|---|
| Balance as at 1 January | 340,120 | 333,800 |
| Acquisitions / Increases | 18,009 | 4,655 |
| Disposals | -391 | 225 |
| Share of profits of joint ventures and associates | 2,708 | -185 |
| Dividends | -19,820 | -6,781 |
| Exchange differences | -26,435 | 7,263 |
| Hedging reserve in joint ventures and associates | - | 1,143 |
| Changes in consolidation method | 3,314 | - |
| Transfer to assets held-for-sale | -13,987 | - |
| BALANCE AS AT 31 DECEMBER | 303,518 | 340,120 |
Acquisitions/increases mainly refer to share capital increases in the French offshore companies Les Eoliennes en Mer de Dieppe - Le Tréport, SAS and Les Eoliennes en Mer de Vendée, SAS.
Changes in consolidation method refers to (i) an increase of 20,370 thousand Euros in Moray Offshore Windfarm (East) Ltd which was previously fully consolidated until the loss of control over the company as a consequence of the sale of 23.3% shareholding, having agreed a shared control of the project and therefore this company is consolidated through the equity method; (ii) a decrease amounting to -14,153 thousand Euros related to the full consolidation of the Mexican wind farm Eólica de Coahuila which was previously consolidated by the equity method until its construction completion and entry into operation, which took place at the beginning of 2017; and (iii) a decrease of 2,903 thousand Euros related to the full consolidation of the Spanish wind farm Tebar Eólica S.A. which was previously consolidated by the equity method until the acquisition of the remaining 50% shareholding and gain of control over the company (see note 5).
Transfer to assets held-for-sale refer to the reclassification to such caption of a partial amount of the value of the investment in the company Moray Offshore Windfarm (East) Ltd due to the commitment of the EDPR's Management to a plan to sell certain shareholding in the company (see note 25).
The following table resumes the companies' financial information of joint ventures included in the Group consolidated accounts, as of December 2017:
| THOUSAND EUROS | FLAT ROCK WIND-POWER |
FLAT ROCK WIND-POWER II |
COMPAÑÍA EÓLICA ARAGONESA |
MORAY OFFSHORE EAST |
OTHER |
|---|---|---|---|---|---|
| Companies' financial information of joint ventures | |||||
| Non-Current Assets | 242,890 | 98,446 | 123,215 | 100,128 | 36,732 |
| Current Assets (including cash and cash equivalents) | 2,278 | 898 | 7,773 | 2,449 | 7,529 |
| Cash and cash equivalents | 1,264 | 684 | 4,652 | 916 | 4,542 |
| Total Equity | 241,088 | 97,708 | 105,890 | 1,856 | 13,983 |
| Long term Financial debt | - | - | - | - | 15,944 |
| Non-Current Liabilities | 3,642 | 1,372 | 20,753 | 7,233 | 21,074 |
| Short term Financial debt | - | - | - | 93,488 | 3,625 |
| Current Liabilities | 438 | 264 | 4,345 | - | 9,204 |
| Revenues | 10,813 | 4,050 | 21,283 | - | 8,507 |
| Fixed and intangible assets amortisations | -14,057 | -5,499 | -14,444 | - | -1,890 |
| Other financial expenses | -56 | -25 | -145 | -95 | -142 |
| Income tax expense | - | - | 1,489 | -291 | -1,060 |
| Net profit for the year | -17,354 | -6,305 | 618 | -291 | -1,885 |
| Amounts proportionally attributed to EDPR Group | |||||
| Net assets | 131,873 | 48,854 | 52,734 | 6,103 | 12,610 |
| Goodwill | - | - | 39,558 | - | 2,667 |
| Dividends paid | 14,143 | - | 5,000 | - | - |
The following table resumes the companies' financial information of joint ventures included in the Group consolidated accounts, as of December 2016:
| THOUSAND EUROS | FLAT ROCK WIND-POWER |
FLAT ROCK WIND POWER II |
COMPAÑÍA EÓLICA ARAGONESA |
EÓLICA DE COAHUILA |
OTHER |
|---|---|---|---|---|---|
| Companies' financial information of joint ventures | |||||
| Non-Current Assets | 291,444 | 117,915 | 127,057 | 302,602 | 57,319 |
| Current Assets (including cash and cash equivalents) | 2,129 | 795 | 5,186 | 40,449 | 9,621 |
| Cash and cash equivalents | 1,043 | 413 | 3,787 | 12,019 | 5,390 |
| Total Equity | 289,096 | 116,973 | 104,595 | 8,737 | 22,286 |
| Long term Financial debt | - | - | - | 239,071 | 13,600 |
| Non-Current Liabilities | 4,084 | 1,534 | 24,645 | 262,480 | 15,656 |
| Short term Financial debt | - | - | - | 26,203 | |
| Current Liabilities | 393 | 203 | 3,003 | 71,834 | 28,998 |
| Revenues | 9,763 | 3,681 | 13,505 | 205 | 6,743 |
| Fixed and intangible assets amortisations | -19,051 | -7,361 | -11,051 | - | -2,512 |
| Other financial expenses | -214 | -64 | -142 | -306 | -845 |
| Income tax expense | - | - | 2,328 | 102 | -368 |
| Net profit for the year | -22,893 | -7,917 | -1,938 | 203 | 1,100 |
| Amounts proportionally attributed to EDPR Group | |||||
| Net assets | 158,413 | 58,487 | 57,425 | 14,438 | 16,155 |
| Goodwill | - | - | 39,558 | - | 2,667 |
| Dividends paid | 2,615 | - | 3,452 | - | - |
The following table resumes the companies' financial information of associates included in the Group consolidated accounts, as of December 2017:
| THOUSAND EUROS | PQ. EOLICO BELMONTE |
EOLIENNES EN MER DIEPPE – LE TREPORT |
EOLIENNES EN MER NOIRMOUTIER |
PQ. EÓLICO SIERRA DEL MADERO |
OTHER |
|---|---|---|---|---|---|
| Companies' financial information of associates | |||||
| Non-Current Assets | 20,258 | 29,750 | 35,748 | 50,596 | 62,274 |
| Current Assets | 3,823 | 11,755 | 10,726 | 12,304 | 3,888 |
| Equity | 5,873 | 28,929 | 33,823 | 27,230 | 23,213 |
| Non-Current Liabilities | 13,338 | 6,300 | 5,500 | 1,825 | 37,874 |
| Current Liabilities | 4,870 | 6,276 | 7,151 | 33,845 | 5,074 |
| Revenues | 4,112 | - | - | 10,896 | 15,365 |
| Net profit for the year | 1,283 | -624 | -648 | 3,224 | -2,516 |
| Amounts proportionally attributed to EDPR Group | |||||
| Net assets | 3,483 | 12,439 | 14,544 | 11,437 | 9,441 |
| Goodwill | 1,726 | - | - | - | 6,479 |
| Dividends paid | - | - | - | - | 677 |
The following table resumes the companies' financial information of associates included in the Group consolidated accounts, as of December 2016:
| THOUSAND EUROS | PQ. EOLICO BELMONTE |
EOLIENNES EN MER DIEPPE – LE TREPORT |
PQ. EÓLICO SIERRA DEL MADERO |
OTHER |
|---|---|---|---|---|
| Companies' financial information of associates | ||||
| Non-Current Assets | 21,231 | 21,857 | 52,429 | 89,165 |
| Current Assets | 2,517 | 8,472 | 8,683 | 19,581 |
| Equity | 4,590 | 12,745 | 24,006 | 47,625 |
| Non-Current Liabilities | 15,105 | 13,825 | 2,455 | 55,871 |
| Current Liabilities | 4,053 | 3,759 | 34,651 | 5,250 |
| Revenues | 3,592 | - | 8,401 | 8,475 |
| Net profit for the year | 96 | -678 | 475 | -2,749 |
| Amounts proportionally attributed to EDPR Group | ||||
| Net assets | 3,099 | 5,480 | 10,082 | 16,541 |
| Goodwill | 1,726 | - | - | 6,479 |
| Dividends paid | - | - | - | 714 |
During 2017, the significant companies' financial information of joint ventures and associates presented the following fair value reconciliation of net assets proportionally attributed to EDP Group:
| THOUSAND EUROS | EQUITY | % INVESTMENT | FAIR VALUE ADJUSTMENTS |
GOODWILL | OTHERS | NET ASSETS |
|---|---|---|---|---|---|---|
| Flat Rock Windpower | 241,088 | 50.00% | - | - | 11,329 | 131,873 |
| Flat Rock Windpower II LLC | 97,708 | 50.00% | - | - | - | 48,854 |
| Compañía Eólica Aragonesa | 105,890 | 50.00% | -211 | - | - | 52,734 |
| Moray Offshore East | 1,856 | 76.70% | 4,679 | - | - | 6,103 |
| Parque Eólico Belmonte | 5,873 | 29.90% | - | 1,726 | - | 3,483 |
| Eoliennes en Mer Dieppe-Le Treport | 28,929 | 43.00% | - | - | - | 12,439 |
| Eoliennes en Mer - Noirmoutier | 33,823 | 43.00% | - | - | - | 14,544 |
| Parque Eólico Sierra del Madero | 27,230 | 42.00% | - | - | - | 11,437 |
During 2016, the significant companies' financial information of joint ventures and associates presents the following fair value reconciliation of net assets proportionally attributed to EDP Group:
| THOUSAND EUROS | EQUITY | % INVESTMENT | FAIR VALUE ADJUSTMENTS |
GOODWILL | OTHERS | NET ASSETS |
|---|---|---|---|---|---|---|
| Flat Rock Windpower | 289,096 | 50,00% | - | - | 13,866 | 158,413 |
| Flat Rock Windpower II LLC | 116,973 | 50,00% | - | - | - | 58,487 |
| Compañía Eólica Aragonesa | 104,595 | 50,00% | 5,128 | - | - | 57,425 |
| Eólica de Coahuila | 8,737 | 51,00% | 9,982 | - | - | 14,438 |
| Parque Eólico Belmonte | 4,590 | 29,90% | - | 1,726 | - | 3,099 |
| Eoliennes en Mer Dieppe-Le Treport | 12,745 | 43,00% | - | - | - | 5,480 |
| Parque Eólico Sierra del Madero | 24,006 | 42,00% | - | - | - | 10,082 |
There are no operating guarantees granted by joint ventures included in the Group consolidated accounts under the equity method, as at 31 December 2017 or 2016.
The commitments relating to short and medium-long term financial debt, finance lease commitments, other long term commitments and other liabilities relating to purchases and future lease payments under operating leases for joint ventures included in the Group consolidated accounts under the equity method are disclosed, as at 31 December 2017 and 2016, are as follows:
| THOUSAND EUROS | CAPITAL OUTSTANDING BY MATURITY | 2017 | |||
|---|---|---|---|---|---|
| LESS | FROM | FROM | MORE | ||
| THAN 1 | 1 TO 3 | 3 TO 5 | THAN 5 | ||
| TOTAL | YEAR | YEARS | YEARS | YEARS | |
| Short and long term financial debt (including falling due interest) |
9,755 | 1,827 | 3,870 | 2,810 | 1,248 |
| Operating lease commitments | 15,774 | 1,349 | 2,533 | 2,384 | 9,508 |
| Purchase obligations | 7,820 | 3,634 | 4,186 | - | - |
| 33,349 | 6,810 | 10,589 | 5,194 | 10,756 |
| THOUSAND EUROS | 2016 | |||||
|---|---|---|---|---|---|---|
| CAPITAL OUTSTANDING BY MATURITY | ||||||
| LESS | FROM | FROM | MORE | |||
| THAN 1 | 1 TO 3 | 3 TO 5 | THAN 5 | |||
| TOTAL | YEAR | YEARS | YEARS | YEARS | ||
| Short and long term financial debt (including falling due interest) |
186,897 | 9,355 | 28,277 | 24,640 | 124,625 | |
| Operating lease commitments | 18,079 | 1,375 | 2,796 | 2,490 | 11,418 | |
| Purchase obligations | 4,104 | 2,854 | 1,250 | - | - | |
| 209,080 | 13,584 | 32,323 | 27,130 | 136,043 |
Significant variation of short and long term financial debt with respect to the previous year mainly refer to the company Eólica de Coahuila S.A. de C.V. that changed from equity method to full consolidation method as a result of the wind farm construction completion and its entry into operation (see note 5). Additionally this variation also includes the financial debt of Moray Offshore Windfarm (East) due to the loss of control over the company (see note 5).
The EDP Renováveis Group records the tax effect arising from temporary differences between the assets and liabilities determined on an accounting basis and on a tax basis, which are analysed as follows:
| THOUSAND EUROS | DEFERRED TAX ASSETS |
DEFERRED TAX LIABILITIES |
||
|---|---|---|---|---|
| 31 DEC | 31 DEC | 31 DEC | 31 DEC | |
| 2017 | 2016 | 2017 | 2016 | |
| Tax losses brought forward (*) | 603,923 | 997,084 | - | - |
| Provisions | 18,487 | 22,761 | 913 | 13,821 |
| Derivative financial instruments | 16,411 | 12,799 | 2,306 | 1,697 |
| Property, plant and equipment (*) | 63,395 | 65,295 | 316,186 | 490,778 |
| Allocation of fair value to assets and liabilities from business combinations (*) | - | - | 399,552 | 456,065 |
| Income from institutional partnerships in U.S. wind farms (*) | - | - | 291,041 | 456,618 |
| Non-deductible financial expenses | 31,663 | 31,229 | - | - |
| Netting of deferred tax assets and liabilities | -669,369 | -1,053,819 | -669,369 | -1,053,819 |
| Other | -31 | 491 | 14,984 | -74 |
| 64,479 | 75,840 | 355,613 | 365,086 |
(*) Variation between the closing amounts at 31 December 2017 and 31 December 2016 is mainly explained by the effect on the net deferred taxes stock of EDPR NA Group due to the prospective CIT rate change enacted through the US tax reform (see note 1 and 14).
In 31 December 2016, the caption Property, plant and equipment includes 19,481 thousand Euros of deferred tax assets recognised on the fiscal revaluation reserve that derived from the revaluation of certain eligible assets held by EDPR companies in Portugal, under Decree-Law 66/2016 of 3 November (see note 14).
Deferred tax assets and liabilities are mainly related to Europe and United States of America, as follows:
| THOUSAND EUROS | DEFERRED TAX ASSETS |
DEFERRED TAX LIABILITIES |
|||
|---|---|---|---|---|---|
| 31 DEC | 31 DEC | 31 DEC | 31 DEC | ||
| 2017 | 2016 | 2017 | 2016 | ||
| Europe: | |||||
| Tax losses brought forward | 50,255 | 53,842 | - | - | |
| Provisions | 15,329 | 18,571 | 913 | 13,821 | |
| Derivative financial instruments | 16,411 | 8,644 | 796 | 1,132 | |
| Property, plant and equipment | 60,195 | 60,313 | 63,036 | 54,621 | |
| Non-deductible financial expenses | 31,663 | 31,229 | - | - | |
| Allocation of fair value to assets and liabilities from | - | - | 283,745 | 274,257 | |
| business combinations | |||||
| Netting of deferred tax assets and liabilities | -110,202 | -102,766 | -110,202 | -102,766 | |
| Other | -112 | 491 | 15,221 | 89 | |
| 63,539 | 70,324 | 253,509 | 241,154 | ||
| United States of America: | |||||
| Tax losses brought forward | 549,121 | 939,286 | - | - | |
| Provisions | 2,822 | 3,925 | - | - | |
| Derivative financial instruments | - | - | 1,438 | 565 | |
| Property, plant and equipment | 3,200 | 4,982 | 249,083 | 433,564 | |
| Allocation of fair value to assets and liabilities from business combinations | - | - | 112,716 | 178,003 | |
| Income from institutional partnerships in U.S. wind farms | - | - | 290,393 | 455,931 | |
| Netting of deferred tax assets and liabilities | -554,556 | -947,773 | -554,556 | -947,773 | |
| 587 | 420 | 99,074 | 120,290 |
The movements in net deferred tax assets and liabilities during the year are analysed as follows:
| THOUSAND EUROS | DEFERRED TAX ASSETS |
DEFERRED TAX LIABILITIES |
||
|---|---|---|---|---|
| 31 DEC 2017 |
31 DEC 2016 |
31 DEC 2017 |
31 DEC 2016 |
|
| Balance as at 1 January | 75,840 | 47,088 | 365,086 | 316,497 |
| Charges to the profit and loss account | -7,630 | 30,136 | -5,863 | 17,777 |
| Charges against reserves | 2,805 | 1,230 | 181 | 26,918 |
| Exchange differences and other variations | -6,536 | -2,613 | -3,791 | 3,894 |
| BALANCE AS AT 31 DECEMBER | 64,479 | 75,840 | 355,613 | 365,086 |
The Group tax losses carried forward are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Expiration date | ||
| 2017 | - | 2,294 |
| 2018 | 2,633 | 7,102 |
| 2019 | 11,547 | 15,457 |
| 2020 | 13,108 | 19,151 |
| 2021 | 61,713 | 70,278 |
| 2022 | 20,855 | 15,071 |
| 2023 to 2037 | 2,164,053 | 2,378,264 |
| Without expiration date | 270,773 | 277,654 |
| 2,544,682 | 2,785,271 |
This caption is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Advances on account of purchases | 1,346 | 1,333 |
| Finished and intermediate products | 7,230 | 5,816 |
| Raw and subsidiary materials and consumables | 19,989 | 16,754 |
| 28,565 | 23,903 |
Debtors and other assets from commercial activities are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Debtors and other assets from commercial activities - Non-current | ||
| Trade receivables | 8,152 | 29,854 |
| Deferred costs | 19,360 | 21,328 |
| Sundry debtors and other operations | 13,034 | 32,354 |
| 40,546 | 83,536 | |
| Debtors and other assets from commercial activities - Current | ||
| Trade receivables | 277,447 | 231,981 |
| Prepaid turbine maintenance | 2,550 | 3,295 |
| Services rendered | 5,748 | 8,349 |
| Advances to suppliers | 4,515 | 4,485 |
| Sundry debtors and other operations | 32,847 | 32,429 |
| 323,107 | 280,539 | |
| Impairment losses | - | - |
| 363,653 | 364,075 |
Trade receivables - Non- Current, is related to the establishment of the pool boundaries adjustment in EDPR EU in Spain, as a result of the publication of Royal Decree-Law 413/2014 and Order IET/1045/2014 (see note 1). The significant variation with respect 2016 is explained by the evolution of the energy pool prices in the Spanish market.
The geographical market Trade receivables' breakdown and the credit risk analysis are disclosed in note 4, under the Counterparty credit risk management section.
There were no movements in relation to impairment losses on trade receivables in 2017 or 2016.
Other debtors and other assets are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Other debtors and other assets - Non-current | ||
| Loans to related parties | 772 | 24,275 |
| Derivative financial instruments | 25,191 | 28,920 |
| Sundry debtors and other operations | 22,754 | 6,650 |
| 48,717 | 59,845 | |
| Other debtors and other assets - Current | ||
| Loans to related parties | 42,406 | 36,226 |
| Derivative financial instruments | 21,429 | 26,146 |
| Sundry debtors and other operations | 50,382 | 40,119 |
| 114,217 | 102,491 | |
| 162,934 | 162,336 |
Loans to related parties Non-Current mainly included 23,526 thousand Euros as at 31 December 2016 of loans granted to the Mexican company Eolica de Coahuila, S.A. de C.V. which began to fully consolidate in the beginning of 2017 (see note 5).
Loans to related parties - Current mainly include loans to the following equity consolidated companies: (i) 19,282 thousand Euros related to the UK company Moray Offshore Windfarm (East) Ltd in which EDPR loss control as a consequence of the sale in 2017 of certain shareholding in the company (see note 5) (ii) 12,785 thousand Euros related to the Spanish company Parque Eólico Sierra del Madero, S.A. as at 31 December 2017 (12,754 as at 31 December 2016) (iii) 6,048 thousand Euros related to the offshore projects in France (13,115 thousand Euros as at December 31, 2016) and (iv) 3,426 thousand Euros related to the Spanish company AERE as at 31 December 2017 and 2016.
Sundry debtors –Current includes 20,361 thousand Euros as at 31 December 2017 (24,961 thousands of Euros as at 31 December 2016) related with the estimated corporate income tax due by EDP Energias de Portugal, S.A. Sucursal en España and 8,972 thousand Euros related to part of the price adjustment, according to the corresponding agreements, in the transaction of s 49% of EDP Renováveis Portugal S.A to CTG that took place in 2013 that will be received in the short-term. The amount to be received in the long-term is included in Sundry debtors non-current amounting to 13,056 thousand Euros.
Current tax assets is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Income tax | 22,767 | 26,572 |
| Value added tax (VAT) | 45,660 | 46,329 |
| Other taxes | 3,714 | 4,734 |
| 72,141 | 77,635 |
Cash and cash equivalents are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Cash | 2 | - |
| Bank deposits | ||
| Current deposits | 172,327 | 264,985 |
| Term deposits | 114,258 | 21,970 |
| Specific demand deposits in relation to institutional partnerships | 101,474 | 120,921 |
| 388,059 | 407,876 | |
| Other short term investments | - | 195,343 |
| 388,061 | 603,219 |
Term deposits include temporary financial investments to place treasury surpluses.
Specific demand deposits in relation to institutional partnerships are funds required to be held in escrow sufficient to pay the remaining construction related costs of projects in institutional equity partnerships (see note 31), under the accounting policy 2 w). The governing agreements of these partnerships and specific escrow agreements define the appropriate expenditure of these funds.
The caption "Other short term investments" included the debit balance of the current account with EDP Servicios Financieros España S.A. amounting to 195,343 thousands of Euros as at 31 December 2016 in accordance with the terms and conditions of the contract signed between the parties. This current account has a credit balance as at 31 December 2017 and therefore it has been classified as a Financial Debt (see note 29 and 37).
The criteria for classifying assets and liabilities as held for sale and discontinued operations, as well as their presentation in the EDPR Group's consolidated financial statements, are presented under accounting policies - note 2 j).
This caption is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Assets of the business of electricity generation – Moray East | 58,179 | - |
| ASSETS HELD FOR SALE | 58,179 | - |
During the second half of 2017, EDPR Group committed to a plan to sell an additional 53,4% of shareholding in the company Moray Offshore Windfarm (East) Limited, thus, according to the analysis performed under IFRS 5, this sale was considered highly probable, and related assets and liabilities have been classified as held for sale.
From the amount classified as held for sale, an amount of 44,192 thousand Euros refer to the aforementioned percentage of loans granted by the parent company Moray Offshore Renewable Power Limited and an amount of 13,987 thousand Euros refer to the proportional value of investment in the equity consolidated company. With the first transaction of sale of a 23,3% stake in the company to Engie that took place in August 2017, EDPR Group lost sole control over the company according with the relevant agreements signed (see note 5 and 18).
This reclassification was made only for financial statement presentation purposes, as it is expected that the fair value less costs to sell is higher than its book value, in accordance with IFRS 5. Also under this IFRS, the investment in joint ventures classified as held for sale will no longer be subject to the equity method of accounting.
At 31 December 2017 and 2016, the share capital of the Company is represented by 872,308,162 shares of Euros 5 par value each, all fully paid. The shares are in book-entry bearer form, the company is entitled to request the listing of its shares and all the shareholders are registered in the relevant book-entry records. These shares have the same voting and profit-sharing rights and are freely transferable.
EDP Renováveis, S.A. shareholder's structure as at 31 December 2017 is analysed as follows:
| NO. OF SHARES | % CAPITAL | % VOTING RIGHTS | |
|---|---|---|---|
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) |
720,191,372 | 82.56% | 82.56% |
| Other (*) | 152,116,790 | 17.44% | 17.44% |
| 872,308,162 | 100.00% | 100.00% |
(*) Shares quoted on the Lisbon stock exchange
EDP Renováveis, S.A. shareholder's structure as at 31 December 2016 is analysed as follows:
| NO. OF SHARES | % CAPITAL | % VOTING RIGHTS | |
|---|---|---|---|
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) |
676,283,856 | 77.53% | 77.53% |
| Other (*) | 196,024,306 | 22.47% | 22.47% |
| 872,308,162 | 100.00% | 100.00% | |
(*) Shares quoted on the Lisbon stock exchange
In the context of the General and Voluntary Public Tender Offer for the acquisition of shares representative of the share capital of EDP Renováveis, S.A. that was concluded on the third quarter of 2017, EDP - Energias de Portugal, S.A. increased its interest in the company from 77.53% to 82.56% and consequently its interest in their subsidiaries. As a result of this transaction, EDP - Energias de Portugal, S.A. holds 720,191,372 shares in EDP Renováveis, S.A.
There was no movements in Share capital and Share premium during 2017 or 2016. The Share Premium is freely distributable.
Earnings per share attributable to the shareholders of EDPR are analysed as follows:
| 31 DEC 2017 | 31 DEC 2016 | |
|---|---|---|
| Profit attributable to the equity holders of the parent | 281,169 | 56,328 |
| (in thousand Euros) | ||
| Profit from continuing operations attributable to the equity | ||
| holders of the parent (in thousand Euros) | 281,169 | 56,328 |
| Weighted average number of ordinary shares outstanding | 872,308,162 | 872,308,162 |
| Weighted average number of diluted ordinary shares outstanding | 872,308,162 | 872,308,162 |
| Earnings per share (basic) attributable to equity holders of the parent | 0.32 | 0.06 |
| (in Euros) | ||
| Earnings per share (diluted) attributable to equity holders of the parent (in Euros) | 0.32 | 0.06 |
| Earnings per share (basic) from continuing operations | ||
| attributable to the equity holders of the parent (in Euros) | 0.32 | 0.06 |
| Earnings per share (diluted) from continuing operations | ||
| attributable to the equity holders of the parent (in Euros) | 0.32 | 0.06 |
The EDPR Group calculates its basic and diluted earnings per share attributable to equity holders of the parent using the weighted average number of ordinary shares outstanding during the period.
The company does not hold any treasury stock as at 31 December 2017 and 2016.
The average number of shares was determined as follows:
| 31 DEC 2017 | 31 DEC 2016 | |
|---|---|---|
| Ordinary shares issued at the beginning of the period | 872,308,162 | 872,308,162 |
| Average number of realised shares | 872,308,162 | 872,308,162 |
| Average number of shares during the period | 872,308,162 | 872,308,162 |
| Diluted average number of shares during the period | 872,308,162 | 872,308,162 |
This caption is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Other comprehensive income | ||
| Fair value reserve (cash flow hedge) | -48,565 | -33,425 |
| Fair value reserve (available-for-sale financial assets) | 6,499 | 6,132 |
| Exchange differences arising on consolidation | -82,672 | 7,641 |
| -124,738 | -19,652 | |
| Other reserves and retained earnings | ||
| Retained earnings and other reserves | 1,147,871 | 1,054,239 |
| Additional paid in capital | 60,666 | 60,666 |
| Legal reserve | 61,707 | 59,805 |
| 1,270,244 | 1,174,710 | |
| 1,145,506 | 1,155,058 |
The accounting for transactions among entities under common control is excluded from IFRS 3. Consequently, in the absence of specific guidance, within IFRSs, the Group EDPR has adopted an accounting policy for such transactions, judged appropriate. According to the Group's policy, business combinations among entities under common control are accounted for in the consolidated financial statements using the book values of the acquired company (subgroup) in the EDPR consolidated financial statements. The difference between the carrying amount of the net assets received and the consideration paid is recognised in equity.
The legal reserve has been appropriated in accordance with Article 274 of the Spanish Companies Act whereby companies are obliged to transfer 10% of the profits for the year to a legal reserve until such reserve reaches an amount equal to 20% of the share capital. This reserve is not distributable to shareholders and may only be used to offset losses, if no other reserves are available, or to increase the share capital.
The EDP Renováveis, S.A. proposal for 2017 profits distribution to be presented in the Annual General Meeting is as follows:
| EUROS | |
|---|---|
| Base for distribution | |
| Profit for the period 2017 | 113,382,578.51 |
| Distribution | EUROS |
| Legal reserve | 11,338,257.85 |
| Dividends | 52,338,489.72 |
| Retained earnings | 49,705,830.94 |
| 113,382,578.51 |
The EDP Renováveis, S.A. proposal for 2016 profits distribution that was presented in the Annual General Meeting is as follows:
| EUROS | |
|---|---|
| Base for distribution | |
| Profit for the period 2016 | 19,015,007.22 |
| Retained earnings from previous years | 26,501,901.60 |
| 45,516,908.82 | |
| Distribution | |
|---|---|
| Legal reserve | 1,901,500.72 |
| Dividends | 43,615,408.10 |
| 45,516,908.82 |
The Fair value reserve (cash flow hedge) comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments.
This reserve includes the cumulative net change in the fair value of available-for-sale financial assets as at the balance sheet date.
| THOUSAND EUROS | |
|---|---|
| Balance as at 1 January 2016 | 4,346 |
| Parque Eólico Montes de las Navas, S.L. | 1,786 |
| Balance as at 31 December 2016 | 6,132 |
| Parque Eólico Montes de las Navas, S.L. | 367 |
| BALANCE AS AT 31 DECEMBER 2017 | 6,499 |
This caption reflects the amount arising on the translation of the financial statements of subsidiaries and associated companies from their functional currency into Euros. The exchange rates used in the preparation of the consolidated financial statements are as follows:
| THOUSAND EUROS | ||||||
|---|---|---|---|---|---|---|
| CURRENCY | EXCHANGE RATES | EXCHANGE RATES | ||||
| AS AT 31 DECEMBER 2017 | AS AT 31 DECEMBER 2016 | |||||
| CLOSING | AVERAGE | CLOSING | AVERAGE | |||
| RATE | RATE | RATE | RATE | |||
| US Dollar | USD | 1.199 | 1.129 | 1.054 | 1.107 | |
| Zloty | PLN | 4.177 | 4.258 | 4.410 | 4.363 | |
| Brazilian Real | BRL | 3.973 | 3.605 | 3.431 | 3.858 | |
| New Leu | RON | 4.659 | 4.569 | 4.539 | 4.491 | |
| Pound Sterling | GBP | 0.887 | 0.877 | 0.856 | 0.819 | |
| Canadian Dollar | CAD | 1.504 | 1.465 | 1.419 | 1.466 | |
This caption is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Non-controlling interests in income statement | 180,312 | 119,784 |
| Non-controlling interests in share capital and reserves | 1,379,863 | 1,328,268 |
| 1,560,175 | 1,448,052 |
Non-controlling interests, by subgroup, are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| EDPR NA Group | 868,584 | 905,142 |
| EDPR EU Group | 622,581 | 485,577 |
| EDPR BR Group | 69,010 | 57,333 |
| 1,560,175 | 1,448,052 |
The movement in non-controlling interests of EDP Renováveis Group is mainly related to:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Balance as at 1 January | 1,448,052 | 863,109 |
| Dividends distribution | -48,730 | -42,563 |
| Net profit for the year | 180,312 | 119,784 |
| Exchange differences arising on consolidation | -119,486 | 42,730 |
| Acquisitions and sales without change of control | 120,608 | 517,179 |
| Increases/(Decreases) of share capital | -30,954 | -63,659 |
| Other changes | 10,373 | 11,472 |
| Balance as at 31 December | 1,560,175 | 1,448,052 |
Financial debt current and Non-current is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Financial debt - Non-current | ||
| Bank loans: | ||
| - EDPR EU Group | 424,417 | 542,145 |
| - EDPR BR Group | 175,356 | 120,409 |
| - EDPR NA Group | 226,154 | 23,722 |
| Loans received from EDP group entities: | ||
| - EDP Renováveis, S.A. | 367,526 | 424,441 |
| - EDP Renováveis Servicios Financieros, S.L. | 1,615,009 | 2,181,754 |
| Other loans: | ||
| - EDPR EU Group | 133 | 120 |
| TOTAL DEBT AND BORROWINGS - NON-CURRENT | 2,808,595 | 3,292,591 |
| Collateral Deposits - Non-current (*) | ||
| Collateral Deposit - Project Finance and others | -32,720 | -28,974 |
| TOTAL COLLATERAL DEPOSITS - NON-CURRENT | -32,720 | -28,974 |
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Financial debt - Current | ||
| Bank loans: | ||
| - EDPR EU Group | 127,849 | 78,165 |
| - EDPR BR Group | 11,500 | 13,243 |
| - EDPR NA Group | 26,752 | 7,777 |
| Loans received from EDP group entities: | ||
| - EDP Renováveis Servicios Financieros, S.L. | 239,514 | 10,868 |
| Other loans: | ||
| - EDPR EU Group | 109 | 1,315 |
| Interest payable | 22,644 | 2,110 |
| TOTAL DEBT AND BORROWINGS - CURRENT | 428,368 | 113,478 |
| Collateral Deposits - Current (*) | ||
| Collateral Deposit - Project Finance and others | -10,026 | -17,072 |
| TOTAL COLLATERAL DEPOSITS - CURRENT | -10,026 | -17,072 |
| TOTAL DEBT AND BORROWINGS – CURRENT AND NON-CURRENT | 3,236,963 | 3,406,069 |
| Total Debt and borrowings net of collaterals – Current and Non-current | 3,194,217 | 3,360,023 |
(*) Collateral deposits mainly refer to amounts held in bank accounts to comply with obligations under project finance agreements entered into by certain EDP Renewable subsidiaries.
Loans received from EDP group entities current and non-current as at 31 December 2017 mainly refer to a set of loans granted by EDP Finance BV amounting to 1,201,791 thousand Euros, deducted of debt arrangement expenses, with a long-term maturity and by EDP Servicios Financieros España S.A. amounting to 965,870 thousand Euros (772,696 thousand Euros non-current and 193,174 thousand Euros current). The bundled average maturity regarding long-term loans is 3 and a half years and bear interest at fixed market rates. These loans amounted to 1,397,195 thousand Euros for loans granted by EDP Finance BV and 1.209.000 thousand Euros for loans granted by EDP Servicios Financieros España S.A. as at 31 December 2016. This caption also includes the credit balance of the current account with EDP Servicios Financieros España S.A. amounting to 54,389 thousand Euros as at 31 December 2017 (as at 31 December 2016 the current account had debit balance and therefore it was classified in the caption cash and cash equivalents in accordance with the terms and conditions of the contract signed between the parties – see note 24).
Main events of the year mainly refer to (i) the change of consolidation method of the Mexican company Eólica de Coahuila which in the previous year was consolidated by the equity method and began to be fully consolidated at the beginning of 2017 with an impact as at 31 December 2017 of 222,878 thousand Euros (see note 5); and (ii) anticipated repayment of intercompany loans totaling 243,130 thousand Euros with cash received from the sale of non-controlling interests.
As at 31 December 2017, future debt and borrowings payments and interest by type of loan and currency are analysed as follows:
| THOUSAND EUROS | 2018 | 2019 | 2020 | 2021 | 2022 | FOLLOWING YEARS |
TOTAL |
|---|---|---|---|---|---|---|---|
| Bank loans | |||||||
| Euro | 48,267 | 47,587 | 49,779 | 50,415 | 44,068 | 133,672 | 373,788 |
| Polish Zloty | 77,815 | 15,712 | 16,297 | 17,844 | 14,544 | 34,499 | 176,711 |
| American Dollar | 23,448 | 10,862 | 11,403 | 11,583 | 11,346 | 161,883 | 230,525 |
| Brazilian Real | 12,467 | 14,457 | 15,893 | 12,727 | 11,672 | 120,606 | 187,822 |
| Others | 5,927 | 3,218 | 3,365 | 3,537 | 3,710 | 5,246 | 25,003 |
| 167,924 | 91,836 | 96,737 | 96,106 | 85,340 | 455,907 | 993,850 | |
| Loans received from EDP group companies | |||||||
| Euro | 228,339 | 289,761 | 386,348 | - | 96,587 | - | 1,001,035 |
| American Dollar | 31,996 | -8,049 | 409,368 | 393,012 | 307,554 | 107,955 | 1,241,836 |
| 260,335 | 281,712 | 795,716 | 393,012 | 404,141 | 107,955 | 2,242,871 | |
| Other loans | |||||||
| Euro | 109 | 91 | 42 | - | - | - | 242 |
| 109 | 91 | 42 | - | - | - | 242 | |
| 428,368 | 373,639 | 892,495 | 489,118 | 489,481 | 563,862 | 3,236,963 |
As at 31 December 2016, future debt and borrowings payments and interest by type of loan and currency are analysed as follows:
| THOUSAND EUROS | 2017 | 2018 | 2019 | 2020 | 2021 | FOLLOWING YEARS |
TOTAL |
|---|---|---|---|---|---|---|---|
| Bank loans | |||||||
| Euro Brazilian Real Others |
80,275 13,243 7,777 101,295 |
46,221 13,243 20,332 79,796 |
49,616 13,039 21,954 84,609 |
50,315 12,425 23,444 86,184 |
49,771 8,747 25,800 84,318 |
160,615 72,955 117,799 351,369 |
436,813 133,652 217,106 787,571 |
| Loans received from EDP group companies | |||||||
| Euro American Dollar |
10,868 - |
362,900 1,397,195 |
362,900 - |
483,200 - |
- - |
- - |
1,219,868 1,397,195 |
| 10,868 | 1,760,095 | 362,900 | 483,200 | - | - | 2,617,063 | |
| Other loans | |||||||
| Euro | 1,315 | 70 | 50 | - | - | - | 1,435 |
| 1,315 | 70 | 50 | - | - | - | 1,435 | |
| 113,478 | 1,839,961 | 447,559 | 569,384 | 84,318 | 351,369 | 3,406,069 |
The Group has project finance financings that include the usual guarantees on this type of financings, namely the pledge or a promise of pledge of bank accounts and assets of the related projects. As at 31 December 2017, these financings amount to 988,952 thousand Euros (31 December 2016: 689,803 thousand Euros), which are included within the financial debt caption.
The fair value of EDP Renováveis Group's debt is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 | ||
|---|---|---|---|---|
| CARRYING VALUE (*) |
MARKET VALUE |
CARRYING VALUE (*) |
MARKET VALUE |
|
| Financial debt - Non-current | 2,808,595 | 2,911,691 | 3,292,591 | 3,326,757 |
| Financial debt - Current | 428,368 | 428,368 | 113,478 | 113,478 |
| 3,236,963 | 3,340,059 | 3,406,069 | 3,440,235 |
(*) Net of arrangement expenses
The market value of the medium/long-term (non-current) debt and borrowings that bear a fixed interest rate is calculated based on the discounted cash flows at the rates ruling at the balance sheet date. The market value of debt and borrowing that bear a floating interest rate is considered not to differ from its book value as these loans bear interest at a rate indexed to Euribor. The book value of the short-term (current) debt and borrowings is considered to be the market value.
Provisions are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Dismantling and decommission provisions | 269,454 | 268,191 |
| Provision for other liabilities and charges | 5,945 | 6,275 |
| - Long-term provision for other liabilities and charges |
579 | 744 |
| - Short-term provision for other liabilities and charges |
5,366 | 5,531 |
| Employee benefits | 319 | 596 |
| 275,718 | 275,062 |
Dismantling and decommission provisions refer to the costs to be incurred for dismantling wind and solar farms and restoring sites and land to their original condition, in accordance with the accounting policy described in note 2 o). The above amount respects to 105,907 thousand Euros for wind farms in North America (31 December 2016: 104,274 thousand Euros), 161,630 thousand Euros for wind farms in Europe (31 December 2016: 162,413 thousand Euros) and 1,917 thousand Euros for wind farms in Brazil (31 December 2016: 1,504 thousand Euros).
EDP Renováveis believes that the provisions booked on the consolidated statement of financial position adequately cover the foreseeable obligations described in this note. Therefore, it is not expected that they will give rise to liabilities in addition to those recorded.
The movements in Provisions for dismantling and decommission provisions are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Balance at the beginning of the year | 268,191 | 117,228 |
| Capitalised amount for the year | 16,080 | 142,595 |
| Changes in the perimeter | -5,895 | 48 |
| Unwinding | 4,816 | 4,610 |
| Exchange differences | -13,738 | 3,710 |
| BALANCE AT THE END OF THE YEAR | 269,454 | 268,191 |
Capitalized amount for the year in 2016 included the net effect of the extension of the useful life of renewable assets from 25 to 30 years that took place at the end of 2016, and the update of the dismantling cost per MW and discount rates used for the calculation of the dismantling provision with respect to the previous year.
Changes in the perimeter in 2017 refer to the loss of control of the company Moray Offshore Windfarm (East) Ltd due to the sale of a 23,3% stake in the company having agreed a shared control of the project (see note 5).
The movements in Provision for other liabilities and charges are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Balance at the beginning of the year | 6,275 | 1,542 |
| Charge for the year | 845 | 5,067 |
| Write back for the year | -1,029 | -362 |
| Others | -146 | 28 |
| BALANCE AT THE END OF THE YEAR | 5,945 | 6,275 |
This caption is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Deferred income related to benefits provided | 914,612 | 819,199 |
| Liabilities arising from institutional partnerships in U.S. wind farms | 1,249,110 | 1,520,226 |
| 2,163,722 | 2,339,425 |
The movements in Institutional partnerships in U.S. wind farms are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Balance at the beginning of the period | 2,339,425 | 1,956,217 |
| Proceeds received from institutional investors | 449,067 | 628,381 |
| Cash paid for deferred transaction costs | -3,870 | -4,541 |
| Cash paid to institutional investors | -195,175 | -172,052 |
| Income (see note 7) | -225,568 | -197,544 |
| Unwinding (see note 13) | 88,561 | 90,337 |
| Exchange differences | -289,891 | 79,411 |
| Others | 1,173 | -40,784 |
| BALANCE AT THE END OF THE PERIOD | 2,163,722 | 2,339,425 |
The Group has entered in several partnerships with institutional investors in the United States, through limited liability companies operating agreements that apportions the cash flows generated by the wind farms between the investors and the Company and allocates the tax benefits, which include Production Tax Credits (PTC), Investment Tax Credits (ITC) and accelerated depreciation, largely to the investor.
During 2017, EDPR Group, through its subsidiary EDPR NA, has secured and received proceeds amounting to 389,196 thousand Euros related to institutional equity financing with Bank of New York Mellon, in exchange for an interest in the Vento XVII portfolio. Additionally, EDPR Group also secured and received a 59,871 thousand Euros funding of tax equity financing in exchange for an interest in three solar plants located in the state of South Carolina.
During 2016 EDPR Group, through its subsidiary EDPR NA, secured and received proceeds amounting to 310,334 thousand Euros related to institutional equity financing with Bank of America Merrill Lynch and Bank of New York Mellon in exchange for an interest in the Vento XV portfolio and 102,791 thousand Euros related to institutional equity financing from MUFG and another institutional investor in exchange for an interest in the Vento XVI portfolio. Additionally, the Group received proceeds amounting to 215,256 thousands of Euros related to institutional equity financing from an affiliate of Google Inc., secured in 2015, in exchange for an interest in the Vento XIV portfolio.
Trade and other payables from commercial activities are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Trade and other payables from commercial activities - Non-current | ||
| Government grants / subsidies for investments in fixed assets | 358,600 | 426,535 |
| Electricity sale contracts - EDPR NA | 13,686 | 19,857 |
| Property, plant and equipment suppliers | 103,383 | 2,150 |
| Other creditors and sundry operations | 14,260 | 15,366 |
| 489,929 | 463,908 | |
| Trade and other payables from commercial activities - Current | ||
| Suppliers | 69,866 | 83,173 |
| Property, plant and equipment suppliers | 542,863 | 665,806 |
| Other creditors and sundry operations | 72,417 | 61,152 |
| 685,146 | 810,131 | |
| 1,175,075 | 1,274,039 |
Significant variation in Property and equipment suppliers non-current mainly refer to the supply of renewable asset for certain wind farms in Brazil where terms of payments have been agreed in the long-term. Property plant and equipment suppliers current refer to wind and solar farms in construction mainly in USA (431,912 thousand Euros), Italy (31,290 thousand Euros), Spain (28,977 thousand Euros) and Brazil (12,756 thousand Euros).
Government grants for investments in fixed assets are essentially related to grants received by EDPR NA subgroup under the American Recovery and Reinvestment Act promoted by the United States of America Government.
At the moment of the EDPR North America acquisition, the contracts signed between this subsidiary and its customers, determined under the terms of the Purchase Price Allocation, were valued through discounted cash flow models and market assumptions at 190,400 thousands of USD, being booked as a non-current liability under Electricity sale contracts - EDPR NA, which is depreciated over the useful life of the contracts under Other income (see note 8).
The Company has prepared the below information for Spanish subsidiaries, according to criterion required by the Spanish Accounting and Auditing Institute (ICAC) resolution of 29 January 2017 on disclosures in notes to financial statements of late payments to suppliers in commercial transactions:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| DAYS | ||
| Average payment period | 51 | 52 |
| Ratio paid operations | 54 | 61 |
| Ratio of pending operations | 33 | 20 |
| TOTAL PAYMENTS MADE | 173,264 | 123,520 |
| TOTAL OUTSTANDING PAYMENTS | 33,006 | 33,781 |
Other liabilities and other payables are analysed as follows:
| THOUSAND EUROS 31 DEC 2017 |
31 DEC 2016 |
|---|---|
| Other liabilities and other payables - Non-current | |
| Success fees payable for the acquisition of subsidiaries 787 |
9,813 |
| Loans from non-controlling interests 587,441 |
553,988 |
| Derivative financial instruments 59,030 |
580,729 |
| Other creditors and sundry operations 2,803 |
9,907 |
| 650,061 | 1,154,437 |
| Other liabilities and other payables - Current | |
| Success fees payable for the acquisition of subsidiaries 550 |
7,069 |
| Loans from non-controlling interests 50,918 |
56,099 |
| Derivative financial instruments 325,367 |
190,438 |
| Other creditors and sundry operations 4,411 |
5,285 |
| 381,246 | 258,891 |
| 1,031,307 | 1,413,328 |
Variation in Success fees payable non-current and current mainly refer with cancelation of the success fee payable for the Polish project Masovia amounting to 6,753 thousand Euros since this success fee is no longer due according to the relevant contracts (see note 8) and effective payment of success fees according to the respective agreements in certain Italian projects.
The caption Loans from non-controlling interests Current and Non-Current mainly includes:
i) loans granted by ACE Portugal (CTG Group) due to the sale in 2017 of 49% of shareholding in EDPR PT – Parques Eólicos S.A and subsidiaries (see note 5) for a total amount of 37,362 thousand Euros, including accrued interests (with no balances as of 31 December 2016), bearing interest at a fixed rate of 3.75%.
ii) loans granted by Vortex Energy Investments II due to the sale in 2016 of 49% of shareholding in EDPR Participaciones S.L. and subsidiaries for a total amount of 231,751 thousands of Euros, including accrued interests (245,981 thousand Euros as at 31 December 2016), bearing interest at a fixed rate of a range between 3.32% and 7.55%;
iii) loans granted by ACE Poland (CTG Group) due to the sale in 2016 of 49% of shareholding in EDP Renewables Polska HoldCo, S.A. and subsidiaries for a total amount of 123,430 thousand Euros including accrued interests (120,390 thousand Euros as at 31 December 2016), bearing interest at a fixed rate of a range between 1.33% and 7.23%;
iv) loans granted by ACE Italy (CTG Group) due to the sale in 2016 of 49% of shareholding in EDP Renewables Italia, S.r.l. and subsidiaries for a total amount of 78,436 thousand Euros including accrued interests (83,618 thousand Euros as at 31 December 2016), bearing interest at a fixed rate of 4,50%.
v) loans granted by Vortex Energy Investments I due to the sale in 2014 of 49% of shareholding in EDP Renewables France S.A.S. and subsidiaries for a total amount of 58,388 thousand Euros, including accrued interests (31 December 2016: 66,264 thousand Euros), bearing interest at a fixed rate of a range between 3.10% and 7.18%.
vi) loans granted by CITIC CWEI Renewables (CTG Group) due to the sale in 2013 of 49% of shareholding in EDP Renováveis Portugal, S.A. for a total amount of 61,140 thousand Euros including accrued interests (31 December 2016: 71,501 thousand Euros), bearing interests at a fixed rate of 5.50%.
Derivative financial instruments non-current and current mainly includes 4,365 thousand Euros and 280,639 thousand Euros respectively (31 December 2016: 510,006 and 158,041 thousand Euros respectively) related to a hedge instrument of USD and EUR with EDP Branch, which was formalised in order to hedge the foreign exchange risk of the net investment held in EDPR NA, expressed in USD (see note 35).
The caption other creditors and sundry operations non-current includes the liability related to the put options over the stake that the other shareholders hold in the Italian companies Tivano S.r.l., San Mauro S.r.l. and AW 2 S.r.l. amounting to 2,169 thousand Euros (see note 5 and 36).
This caption is analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Income tax | 25,037 | 27,993 |
| Withholding tax | 3,246 | 27,420 |
| Value added tax (VAT) | 24,434 | 17,386 |
| Other taxes | 37,536 | 15,647 |
| 90,253 | 88,446 |
As at 31 December 2017 Other taxes include, between others, 3,225 thousands Euros in relation to the amount to be paid in 2018 concerning the tax effect of the revaluation of assets in Portugal according to Decree 66/2016 (see note 14).
As of 31 December 2017, the fair value and maturity of derivatives is analysed as follows:
| THOUSAND EUROS | FAIR VALUE | NOTIONAL | ||||
|---|---|---|---|---|---|---|
| ASSETS | LIABILITIES | UNTIL 1 YEAR | 1 TO 5 YEARS |
MORE THAN 5 YEARS |
TOTAL | |
| Net investment hedge | ||||||
| Cross currency rate swaps | 7,934 | -285,151 | 1,417,883 | 729,539 | - | 2,147,422 |
| 7,934 | -285,151 | 1,417,883 | 729,539 | - | 2,147,422 | |
| Cash flow hedge | ||||||
| Power price swaps | 22,084 | -63,817 | 180,203 | 246,061 | 13,839 | 440,103 |
| Interest rate swaps | 2,308 | -22,987 | 99,962 | 503,708 | 297,898 | 901,568 |
| 24,392 | -86,804 | 280,165 | 749,769 | 311,737 | 1,341,671 | |
| Trading | ||||||
| Power price swaps | 11,829 | -10,802 | 51,832 | 67,700 | - | 119,532 |
| Interest rate swaps | - | -10 | 941 | - | - | 941 |
| Cross currency rate swaps | 2,465 | -32 | 150,000 | - | - | 150,000 |
| Currency forwards | - | -1,598 | 49,825 | - | - | 49,825 |
| 14,294 | -12,442 | 252,598 | 67,700 | - | 320,298 | |
| 46,620 | -384,397 | 1,950,646 | 1,547,008 | 311,737 | 3,809,391 |
As of 31 December 2016, the fair value and maturity of derivatives is analysed as follows:
| THOUSAND EUROS | FAIR VALUE | NOTIONAL | ||||
|---|---|---|---|---|---|---|
| ASSETS | LIABILITIES | UNTIL 1 YEAR | 1 TO 5 YEARS |
MORE THAN 5 YEARS |
TOTAL | |
| Net investment hedge | ||||||
| Cross currency rate swaps | 12,467 | -670,981 | 505,980 | 1,537,581 | - | 2,043,561 |
| 12,467 | -670,981 | 505,980 | 1,537,581 | - | 2,043,561 | |
| Cash flow hedge | ||||||
| Power price swaps | 22,212 | -36,885 | 243,732 | 331,023 | - | 574,755 |
| Interest rate swaps | 7 | -32,821 | 100,006 | 394,754 | 386,761 | 881,521 |
| Currency forwards | - | -11,924 | 36,643 | - | - | 36,643 |
| 22,219 | -81,630 | 380,381 | 725,777 | 386,761 | 1,492,919 | |
| Trading | ||||||
| Power price swaps | 17,876 | -18,274 | 24,827 | 28,024 | - | 52,851 |
| Interest rate swaps | - | -33 | 941 | 941 | - | 1,882 |
| Cross currency rate swaps | 2,049 | -6 | 21,000 | 9,191 | - | 30,191 |
| Currency forwards | 455 | -243 | 46,896 | - | - | 46,896 |
| 20,380 | -18,556 | 93,664 | 38,156 | - | 131,820 | |
| 55,066 | -771,167 | 980,025 | 2,301,514 | 386,761 | 3,668,300 |
The fair value of derivative financial instruments is recorded under Other debtors and other assets (note 22) or Other liabilities and other payables (note 33), if the fair value is positive or negative, respectively.
The net investment derivatives are related to the CIRS in USD and EUR with EDP Branch as referred in the notes 37 and 38. The net investment derivatives also include CIRS in CAD, PLN, and BRL with EDP with the purpose of hedging EDP Renováveis Group's operations in Canada, Poland and Brazil.
Interest rate swaps relate to the project finances and have been formalised to convert variable to fixed interest rates.
Cash flow hedge power price swaps are related to the hedging of the sales price. EDPR NA has entered into a power price swap to hedge the variability in the spot market prices received for a portion of the production of Maple Ridge I project. Additionally, both EDPR NA and EDPR EU have entered in short term hedges to hedge the short term volatility of certain un-contracted generation of its wind farms.
In certain US power markets, EDPR NA is exposed to congestion and line loss risks which typically have a negative impact on the price received for power generated in these markets. To economically hedge these risk exposures, EDPR NA entered into Financial Transmission Rights ("FTR") and a three year fixed for floating Locational Marginal Price (LMP) swap.
The trading derivative financial instruments are derivatives contracted for economic hedging that are not eligible for hedge accounting.
Fair value of derivative financial instruments is based on quotes indicated by external entities, which are compared in each date of report to fair values available in common financial information platforms. These entities use discounted cash flows techniques usually accepted and data from public markets. The only exceptions are the CIRS in USD/EUR with EDP Branch and the USD/EUR forward contract with EDP Servicios Financieros España, which fair values are determined by the Financial Department of EDP, using the same above-mentioned discounted cash flows techniques and data. As such, according to IFRS13 requirements, the fair value of the derivative financial instruments is classified as of level 2 (see note 38) and no changes of level were made during this period.
The changes in the fair value of hedging instruments and risks being hedged are as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 | ||||
|---|---|---|---|---|---|---|
| CHANGES IN FAIR VALUE | CHANGES IN FAIR VALUE | |||||
| INSTRUMENT | RISK | INSTRUMENT | RISK | |||
| Net Investment hedge | Cross currency rate swaps | Subsidiary accounts in USD, PLN, BRL, CAD |
381,297 | -380,838 | -83,972 | 78,668 |
| Net Investment hedge | Currency forward | Subsidiary accounts in CAD |
- | - | -554 | 554 |
| Cash-flow hedge | Interest rate swap | Interest rate | 12,135 | - | 31,278 | - |
| Cash-flow hedge | Power price swaps | Power price | -27,060 | - | -31,028 | - |
| Cash-flow hedge | Currency forward | Exchange rate | 11,924 | - | -11,924 | - |
| 378,296 | -380,838 | -96,200 | 79,222 |
During 2017 and 2016 the following market inputs were considered for the fair value calculation:
| INSTRUMENT | MARKET INPUT |
|---|---|
| Cross currency interest rate swaps | Fair value indexed to the following interest rates: Euribor 3M, Libor 3M, daily brazilian CDI, CAD-BA |
| CDOR 3M, Wibor 3M; and exchange rates: EUR/BRL, EUR/PLN, EUR/CAD and EUR/USD. | |
| Interest rate swaps | Fair value indexed to the following interest rates: Euribor 6M, Wibor 6M, Libor 3M and CAD-BA-CDOR 3M. |
| Foreign exchange forwards | Fair value indexed to the following exchange rates: USD/EUR, EUR/RON, EUR/PLN, EUR/CAD, BRL/USD |
| Power price swaps | and BRL/EUR. Fair value indexed to the price of electricity. |
The movements in cash flow hedge reserve have been as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| BALANCE AT THE BEGINNING OF THE YEAR | -45,916 | -27,366 |
| Fair value changes | -6,850 | -38,559 |
| Transfers to results | -10,806 | 19,773 |
| Non-controlling interests included in fair value changes | -1,963 | -3,010 |
| Effect of the sale without loss of control of EDPR Europe subsidiaries | 3,623 | 4,584 |
| Effect of the sale without loss of control of EDPR North America subsidiaries | - | -1,338 |
| Others | -746 | - |
| BALANCE AT THE END OF THE YEAR | -62,658 | -45,916 |
The gains and losses on the financial instruments portfolio booked in the income statement are as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Net investment hedge - ineffectiveness | 459 | -5,304 |
| Cash-flow hedge | ||
| Transfer to results from hedging of financial liabilities | 11,434 | -18,217 |
| Transfer to results from hedging of commodity prices | -628 | -1,556 |
| Non eligible for hedge accounting derivatives | 2,279 | 3,688 |
| 13,544 | -21,389 |
The amount from transfers to results from hedging of commodity prices is registered in Revenues while the remaining gains and losses are registered in Financial income and Financial expense, respectively (see note 13).
The effective interest rates for derivative financial instruments associated with financing operations during 2017, were as follows:
| THOUSAND EUROS | EDPR GROUP | |||
|---|---|---|---|---|
| CURRENCY | PAYS | RECEIVES | ||
| Interest rate contracts | ||||
| Interest rate swaps Interest rate swaps Interest rate swaps Interest rate swaps Currency and interest rate contracts |
EUR PLN USD CAD |
[ 0,18% - 4,45% ] [ 2,48% - 2,78% ] [ 1,86% ] [ 2,59% ] |
[ -0,28% - -0,00% ] [ 1,81% ] [ 1,00% ] [ 1,43% ] |
|
| CIRS (currency interest rate swaps) CIRS (currency interest rate swaps) CIRS (currency interest rate swaps) CIRS (currency interest rate swaps) CIRS (currency interest rate swaps) |
EUR/USD EUR/CAD EUR/BRL EUR/RON EUR/PLN |
[1,69% ] [ 1,82% - 1,93% ] [ 5,37% - 6,48% ] [ 2,10% - 2,23% ] [ 1,39% - 2,11% ] |
[ -0,33% ] [ -0,33% ] [ -0,33% ] [ -0,33% ] [ -0,33% ] |
The effective interest rates for derivative financial instruments associated with financing operations during 2016, were as follows:
| THOUSAND EUROS | EDPR GROUP | |||
|---|---|---|---|---|
| CURRENCY | PAYS | RECEIVES | ||
| Interest rate contracts | ||||
| Interest rate swaps | EUR | [ 0,18% - 4,45% ] | [ -0,22% - -0,18% ] | |
| Interest rate swaps | PLN | [ 2,48% - 2,78% ] | [ 1,81% ] | |
| Interest rate swaps | CAD | [ 2,59% ] | [ 0,91% ] | |
| Currency and interest rate contracts | ||||
| CIRS (currency interest rate swaps) | EUR/USD | [ 1,23% - 1,33% ] | [ -0,32% ] | |
| CIRS (currency interest rate swaps) | EUR/BRL | [ 11,04% - 12,69% ] | [ -0,30% ] | |
| CIRS (currency interest rate swaps) | EUR/PLN | [ 1,33% - 2,12% ] | [ -0,32% - -0,31% ] |
As at 31 December 2017 and 2016, the financial commitments not included in the statement of financial position in respect of financial, operational and real guarantees provided, are analysed as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| Guarantees of financial nature | ||
| EDPR NA Group | 6,955 | 21,039 |
| 6,955 | 21,039 | |
| Guarantees of operational nature | ||
| EDP Renováveis, S.A. | 1,459,014 | 1,079,869 |
| EDPR NA Group | 1,251,514 | 1,224,085 |
| EDPR EU Group | 63,522 | 44,544 |
| EDPR BR Group | 15,686 | 18,622 |
| 2,789,736 | 2,367,120 | |
| TOTAL | 2,796,691 | 2,388,159 |
| REAL GUARANTEES | 4,463 | 3,318 |
Significant variation in operational guarantees of EDP Renovaveis S.A. is mainly explained by parent company guarantees issued for new projects in EDPR NA.
As at 31 December 2017 and 31 December 2016, EDPR has operational guarantees regarding its commercial activity, in the amount of 393,944 thousand Euros and 495,692 thousand Euros respectively, already reflected in liabilities.
For guarantees related to associated companies, refer to note 18.
Regarding the information disclosed above:
i) The Group has project finance financings that include the usual guarantees on this type of financings, namely the pledge o r a promise of pledge of bank accounts and assets of the related projects. As at 31 December 2017, these financings amount to 988,952 thousand Euros (31 December 2016: 689,803 thousand Euros), which are included in the total debt of the Group;
ii) EDPR NA is providing its tax equity investors with standard corporate guarantees typical of these agreements to indemnify them against costs they may incur as a result of fraud, willful misconduct or a breach of EDPR NA of any operational obligation under the tax equity agreements. As at 31 December 2017 and 31 December 2016, EDPR's obligations under the tax equity agreements, in the amount of 1,258,661 thousand Euros and 1,428,275 thousand Euros respectively are reflected in the statement of financial position under the caption Institutional Partnerships in U.S. Wind Farms.
iii) The financial guarantees contracted as at 31 December 2017 amounting to 4,095 thousand Euros are related to the loans obtained by certain companies of the Group and already included in the consolidated financial debt.
The EDPR Group financial debt, lease and purchase obligations by maturity date are as follows:
| THOUSAND EUROS | 31 DEC 2017 | ||||
|---|---|---|---|---|---|
| CAPITAL OUTSTANDING BY MATURITY | |||||
| TOTAL | UP TO | 1 TO | 3 TO | MORE THAN | |
| 1 YEAR | 3 YEARS | 5 YEARS | 5 YEARS | ||
| Operating lease rents not yet due | 1,106,937 | 45,518 | 91,973 | 93,326 | 876,120 |
| Purchase obligations | 1,936,419 | 960,798 | 401,940 | 110,545 | 463,136 |
| 3,043,356 | 1,006,316 | 493,913 | 203,871 | 1,339,256 |
| THOUSAND EUROS | 31 DEC 2016 | |||||
|---|---|---|---|---|---|---|
| THOUSAND EUROS | 31 DEC 2016 | |||||
| CAPITAL OUTSTANDING BY MATURITY | ||||||
| TOTAL | UP TO | 1 TO | 3 TO | MORE THAN | ||
| 1 YEAR | 3 YEARS | 5 YEARS | 5 YEARS | |||
| Operating lease rents not yet due | 1,271,873 | 44,596 | 93,536 | 95,279 | 1,038,462 | |
| Purchase obligations | 2,288,163 | 864,089 | 721,378 | 124,917 | 577,779 | |
| 3,560,036 | 908,685 | 814,914 | 220,196 | 1,616,241 |
Purchase obligations include debts related with long-term agreements of property, plant and equipment and operational and maintenance contracts product and services supply related to the Group operational activity. When prices are defined under forward contracts, these are used in estimating the amounts of the contractual commitments.
The Operating lease rents not yet due are essentially related with the land where the wind farms are built. Usually the leasing period cover the useful life of the wind farms.
As at 31 December 2017 the Group has the following contingent liabilities/rights related with put options on investments:
The other shareholder of the company Tivano S.r.l. holds a put option over a 25% stake of the company. The exercise price shall be 450 thousand Euros plus 100% of any contributions made by the other shareholder minus 100% of any distributions made by the company to the other shareholder, being the exercise period from 2016 to 2020. As at 31 December 2017 the put option amounts to 1,618 thousand Euros (1,575 thousand Euros as of 31 December 2016).
The other shareholder of the company San Mauro S.r.l. holds a put option over a 25% stake of the company. The exercise price shall be 25% of the final purchase price plus 100% of any contributions made by the other shareholder minus 100% of any distributions made by the company to the other shareholder, being the exercise period from 2017 to 2022. As at 31 December 2017 the put option amounts to 259 thousand Euros (341 thousand Euros as of 31 December 2016).
Some of the disposal of non-controlling interests transactions retaining control carried out in 2017 an in previous years incorporate contingent assets and liabilities according to the terms of the corresponding agreements.
The Members of the Board of Directors of the Company and its delegated Committees do not own directly or indirectly any shares from EDPR, as of 31 December 2017. The last share transactions made by EDPR's Board Members were reported in August 2017 to the regulatory and supervisory entities following EDP's General and Voluntary Public Tender Offer for the acquisition of the shares issued by EDPR (see note 1 and 26).
According to Article nr 229 of "Ley de Sociedades de Capital" (Spanish Companies Law), the members of the Board of Directors of EDP Renováveis have not communicated, or the parent company has knowledge, of any conflict of interests or incompatibility that could affect the performance of their duties.
In accordance with the Company's by-laws, the remuneration of the members of the Board of Directors is proposed by the Nominations and Remunerations Committee to the Board of Directors on the basis of the overall amount of remuneration authorized by the General Meeting of Shareholders. The Board of Directors approves the distribution and the exact amount to be paid to each Director on the basis of this proposal.
The remuneration paid to the members of the Board of Directors in 2017 and 2016 were as follows:
| THOUSAND EUROS | 31 DEC 2017 | 31 DEC 2016 |
|---|---|---|
| CEO | - | - |
| Board members | 739 | 723 |
| 739 | 723 |
EDPR signed an Executive Management Services Agreement with EDP, under which EDP bears the cost for the services rendered by its Executive and Non-Executive Directors, which are João Manso Neto, Nuno Alves and António Mexia. This corporate governance practice of remuneration is in line with the model adopted by the EDP Group, in which the executive Directors of EDP do not receive any remuneration directly from the group companies on whose governing bodies they serve, but rather through EDP.
Under this contract, EDPR is due to pay an amount to EDP, for the services rendered by the Executive Managers and the Nonexecutive Managers. The amount due under said Agreement for the management services rendered by EDP in 2017 is 621 thousand Euros (1,132 thousand Euros in 2016), of which 531 thousand Euros refers to the management services rendered by the Executive Members and 90 thousand Euros to the management services rendered by the non-executive Members.
The retirement savings plan for the members of the Executive Committee not including the Chief Executive Officer range between 3% to 6% of their annual salary.
In the case of the members of the Executive Committee that are also Directors (Miguel Dias Amaro, CFO (until September 2017); Duarte Melo de Castro Bello, COO EU&BR (from September 2017); João Paulo Costeira, COO Offshore & CDO; Gabriel Alonso COO EDPR NA (until September 2017); and Miguel Ángel Prado Balboa, COO EDPR NA (from September 2017)), there are contracts that were signed with other group companies, as follows: Miguel Dias Amaro (until September 2017), Duarte Melo de Castro Bello (from September 2017) and João Paulo Costeira with EDP Energias de Portugal S.A. Sucursal en España; and Gabriel Alonso (until September 2017) and Miguel Ángel Prado Balboa (from September 2017) with EDP Renewables North America LLC.
The Company has no pension or life insurance obligations with its former or current Board members in 2017 or 2016.
Relevant balances and transactions with subsidiaries and associates of China Three Gorges Group
Within the context of the transactions with CTG related to the sale of 49% of EDPR Portugal, EDPR PT-PE, EDPR Italia and EDPR Polska equity shareholding to CTG Group, CTG has granted loans to the EDPR Group in the amount of 300,367 thousand Euros including accrued interests (47,651 thousand Euros as current and 252,716 thousand Euros as non-current) as at 31 December 2017. As at 31 December 2016, this balance amounted to 275,509 thousand Euros including accrued interests and excluding transaction with EDPR PT-PE that took place in 2017 (53,134 thousand Euros as current and 222,375 thousand Euros as noncurrent). See note 33.
As at 31 December 2017, assets and liabilities with related parties, are analysed as follows:
| THOUSAND EUROS | ASSETS | ||
|---|---|---|---|
| LOANS AND | |||
| INTERESTS | OTHERS | TOTAL | |
| TO RECEIVE | |||
| EDP Energias de Portugal, S.A. | - | 8,578 | 8,578 |
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) | - | 19,932 | 19,932 |
| Joint Ventures and Associated companies | 43,149 | 560 | 43,709 |
| EDP Serviço Universal, S.A. | - | 30,372 | 30,372 |
| Other EDP Group companies | - | 6,975 | 6,975 |
| 43,149 | 66,417 | 109,566 | |
| THOUSAND EUROS | LIABILITIES | ||
| LOANS AND | |||
| INTERESTS | OTHERS | TOTAL | |
| TO PAY | |||
| EDP Energias de Portugal, S.A. | - | 53,656 | 53,656 |
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) | - | 283,858 | 283,858 |
| Joint Ventures and Associated companies | - | 57 | 57 |
EDP Finance B.V. 1,222,617 835 1,223,452 EDP Servicios Financieros España, S.A. 1,020,259 448 1,020,707 Other EDP Group companies - 3,272 3,272
2,242,876 342,126 2,585,002
| THOUSAND EUROS | ASSETS | ||
|---|---|---|---|
| LOANS AND INTERESTS TO RECEIVE |
OTHERS | TOTAL | |
| EDP Energias de Portugal, S.A. | 1,099 | 18,489 | 19,588 |
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) | - | 24,961 | 24,961 |
| Joint Ventures and Associated companies | 55,498 | 515 | 56,013 |
| EDP Servicios Financieros España, S.A. | - | 195,343 | 195,343 |
| Other EDP Group companies | - | 25,153 | 25,153 |
| 56,597 | 264,461 | 321,058 |
| THOUSAND EUROS | LIABILITIES | ||
|---|---|---|---|
| LOANS AND | |||
| INTERESTS | OTHERS | TOTAL | |
| TO PAY | |||
| EDP Energias de Portugal, S.A. | 25 | 29,092 | 29,117 |
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) | - | 676,006 | 676,006 |
| Joint Ventures and Associated companies | - | 57 | 57 |
| EDP Finance B.V. | 1,397,550 | 308 | 1,397,858 |
| EDP Servicios Financieros España, S.A. | 1,220,062 | - | 1,220,062 |
| Other EDP Group companies | - | 5,941 | 5,941 |
| 2,617,637 | 711,404 | 3,329,041 |
Assets mainly include loans granted to companies consolidated by the equity method (see note 22) and commercial receivables related to the sale of energy in EDPR Portugal through EDP Serviço Universal, S.A., which is a last resort retailer, due to regulatory legislation.
Liabilities mainly refer to (i) loans obtained by EDP Renováveis S.A. and by EDP Renováveis Servicios Financieros S.L. from EDP Finance BV in the amount, including interests and deducted from debt arrangement expenses, of 1,222,617 thousand Euros (31 December 2016: 1,397,550 thousand Euros) and from EDP Servicios Financieros España S.A. in the amount of 965,870 thousand Euros (31 December 2016: 1,220,062 thousand Euros); (ii) credit balance of the current account with EDP Servicios Financieros España S.A. amounting to 54,389 thousand Euros as at 31 December 2017 (debit balance of 195,343 thousand Euros as at 31 December 2016 that was classified as cash and cash equivalents in accordance with the terms and conditions of the contract signed between the parties on June 1, 2015 (see note 24); (iii) Derivatives with the purpose of hedging the foreign exchange risk of EDP Renováveis and EDP Branch, having the EDP Group established a Cross-Currency Interest Rate Swap (CIRS) in USD and EUR between EDP Branch and EDP Renováveis. At each reporting date, this CIRS is revalued to its market value, which corresponds to a spot foreign exchange revaluation, resulting in a perfect hedge (revaluation of the investment in EDPR NA and of the USD external financing). As at 31 December 2017, the amount payable by EDP Renováveis to EDP Branch related to this CIRS amounts to 280,477 thousand Euros (31 December 2016: 668,047 thousand Euros) (see notes 33 and 35).
Transactions with related parties for the year ended 31 December 2017 are analysed as follows:
| THOUSAND EUROS | OPERATING INCOME |
FINANCIAL INCOME |
OPERATING EXPENSES |
FINANCIAL EXPENSES |
|---|---|---|---|---|
| EDP Energias de Portugal, S.A. | 193 | 13,650 | -22,184 | -23,385 |
| EDP Energias de Portugal, S.A. Sucursal en España (EDP Branch) |
- | - | -14,090 | -45,307 |
| Hidrocantábrico Group companies (electric sector) | - | - | -913 | -647 |
| Joint Ventures and Associated companies | 4,652 | 1,043 | -99 | - |
| EDP Serviço Universal, S.A. | 261,896 | - | -4 | - |
| EDP - Comercialização e Serviços de Energia, S.A. | 18,046 | - | - | - |
| EDP Finance B.V. | - | - | - | -62,928 |
| EDP Servicios Financieros España, S.A. | - | - | - | -34,822 |
| Other EDP Group companies | 138 | 609 | -4,039 | -880 |
| 284,925 | 15,302 | -41,329 | -167,969 |
Operating income includes mainly the electricity sales to EDP Serviço Universal, S.A. which is a supplier of last resource in Portugal due to regulatory legislation.
Financial income and financial expenses with EDP Energias de Portugal, S.A. are mainly related to derivative financial instruments.
Transactions with related parties for the year ended 31 December 2016 are analysed as follows:
| THOUSAND EUROS | OPERATING INCOME |
FINANCIAL INCOME |
OPERATING EXPENSES |
FINANCIAL EXPENSES |
|---|---|---|---|---|
| EDP Energias de Portugal, S.A. | 26,433 | 13,440 | -1,718 | -31,410 |
| EDP Energias de Portugal, S.A. Sucursal en España (EDP | 72 | - | -11,713 | -120,208 |
| Branch) | ||||
| Hidrocantábrico Group companies (electric sector) | - | - | -1,210 | -683 |
| Joint Ventures and Associated companies | 3,358 | 1,199 | -90 | - |
| EDP Serviço Universal, S.A. | 268,279 | - | -4 | - |
| Other EDP Group companies | 31 | 92,633 | -3,907 | -133,503 |
| 298,173 | 107,272 | -18,642 | -285,804 |
As part of its operational activities, the EDP Renováveis Group must present guarantees in favor of certain suppliers and in connection with renewable energy contracts. As at 31 December 2017, EDP, S.A., Energias do Brasil and Hidrocantábrico granted financial (46,569 thousands of Euros, 31 December 2016: 101,306 thousands of Euros) and operational (322,904 thousands of Euros, 31 December 2016: 276,236 thousands of Euros) guarantees to suppliers in favour of EDPR EU and EDPR NA. The operational guarantees are issued following the commitments assumed by EDPR EU and EDPR NA in relation to the acquisition of property, plant and equipment, supply agreements, turbines and energy contracts (power purchase agreements) (see note 36).
Fair value of financial instruments is based, whenever available, on quoted market prices. Otherwise, fair value is determined through internal models, which are based on generally accepted cash flow discounting techniques and option valuation models or through quotations supplied by third parties.
Non-standard instruments may require alternative techniques, which consider their characteristics and the generally accepted market practices applicable to such instruments. These models are developed considering the market variables that affect the underlying instrument, namely yield curves, exchange rates and volatility factors.
Market data is obtained from generally accepted suppliers of financial data (Bloomberg and Reuters).
As at 31 December 2017 and 2016, the following table presents the interest rate curves of the major currencies to which the Group is exposed. These interest rates were used as the base for the fair value calculations made through internal models referred above:
| 31 DEC 2017 | 31 DEC 2016 | |||
|---|---|---|---|---|
| CURRENCIES | CURRENCIES | |||
| EUR | USD | EUR | USD | |
| 3 months | -0.33% | 1.69% | -0.34% | 0.77% |
| 6 months | -0.27% | 1.75% | -0.22% | 1.00% |
| 9 months | -0.29% | 1.83% | -0.24% | 1.11% |
| 1 year | -0.26% | 1.90% | -0.20% | 1.19% |
| 2 years | -0.15% | 2.08% | -0.16% | 1.45% |
| 3 years | 0.01% | 2.17% | -0.10% | 1.69% |
| 5 years | 0.31% | 2.24% | 0.08% | 1.98% |
| 7 years | 0.56% | 2.31% | 0.31% | 2.16% |
| 10 years | 0.89% | 2.40% | 0.67% | 2.34% |
Non-listed equity instruments, for which a reliable and consistent fair value estimate is not available either by internal models or external providers, are recognized at their historical cost.
Available-for-sale financial instruments and financial assets at fair value through profit or loss
Listed financial instruments are recognized at fair value based on market prices. The financial instruments for which reliable fair value estimates are not available, are recorded in the statement of financial position at their cost.
Cash and cash equivalents, trade receivables and suppliers
These financial instruments include mainly short term financial assets and liabilities. Given their short term nature at the reporting date, their book values are not significantly different from their fair values.
The fair value of the financial debt is estimated through internal models, which are based on generally accepted cash flow discounting techniques. At the reporting date, the carrying amount of floating rate loans is approximately their fair value. In case of fixed rate loans, mainly the intercompany loans granted by EDP Group, their fair value is obtained through internal models based on generally accepted discounting techniques.
All derivatives are accounted at their fair value. For those which are quoted in organized markets, the respective market price is used. For over-the-counter derivatives, fair value is estimated through the use of internal models based on cash flow discounting techniques and option valuation models generally accepted by the market, or by dealer price quotations.
With the purpose of hedging the foreign exchange risk resulting from the net investment in EDPR NA, the Group entered into a CIRS in USD and EUR with EDP Branch. This financial derivative is presented in the statement of financial position at its fair value, which is estimated by discounting the projected USD and EUR cash flows. The discount rates and forward interest rates were based on the interest rate curves referred to above and the USD/EUR exchange rate is disclosed on note 27. See also note 33.
The fair values of assets and liabilities as at 31 December 2017 and 31 December 2016 are analysed as follows:
| THOUSAND EUROS | 31 DECEMBER 2017 | 31 DECEMBER 2016 | ||||||
|---|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
FAIR VALUE | DIFFERENCE | CARRYING AMOUNT |
FAIR VALUE | DIFFERENCE | |||
| Financial assets | ||||||||
| Available-for-sale investments | 8,585 | 8,585 | - | 8,187 | 8,187 | - | ||
| Debtors and other assets from commercial activities |
363,653 | 363,653 | - | 364,075 | 364,075 | - | ||
| Other debtors and other assets | 116,314 | 116,314 | - | 107,270 | 107,270 | - | ||
| Derivative financial instruments | 46,620 | 46,620 | - | 55,066 | 55,066 | - | ||
| Financial assets at fair value through profit or loss |
- | - | - | - | - | - | ||
| Cash and cash equivalents | 388,061 | 388,061 | - | 603,219 | 603,219 | - | ||
| 923,233 | 923,233 | - | 1,137,817 | 1,137,817 | - | |||
| Financial liabilities | ||||||||
| Financial debt | 3,236,963 | 3,340,059 | 103,096 | 3,406,069 | 3,440,235 | 34,166 | ||
| Suppliers | 716,112 | 716,112 | - | 748,613 | 748,613 | - | ||
| Institutional partnerships in U.S. wind farms |
2,163,722 | 2,163,722 | - | 2,339,425 | 2,339,425 | - | ||
| Trade and other payables from commercial activities |
458,963 | 458,963 | - | 98,525 | 98,525 | - | ||
| Other liabilities and other payables | 646,910 | 646,910 | - | 642,527 | 642,527 | - | ||
| Derivative financial instruments | 384,397 | 384,397 | - | 771,167 | 771,167 | - | ||
| 7,607,067 | 7,710,163 | 103,096 | 8,006,326 | 8,040,492 | 34,166 |
The fair value levels used to valuate EDP Renováveis Group financial assets and liabilities are defined as follows:
Level 1 - Quoted prices (unadjusted) in active market for identical assets and liabilities;
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for assets or liabilities, either directly (i.e. as prices) or indirectly (i.e., derived from prices);
Level 3 - Inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
| THOUSAND EUROS | 31 DECEMBER 2017 | 31 DECEMBER 2016 | ||||
|---|---|---|---|---|---|---|
| LEVEL 1 | LEVEL 2 | LEVEL 3 | LEVEL 1 | LEVEL 2 | LEVEL 3 | |
| Financial assets | ||||||
| Available-for-sale investments | - | - | 8,585 | - | - | 8,186 |
| Derivative financial instruments | - | 46,620 | - | - | 55,066 | - |
| - | 46,620 | 8,585 | - | 55,066 | 8,186 | |
| Financial liabilities | ||||||
| Liabilities arising from options with non-controlling interests |
- | - | 3,722 | - | - | 4,694 |
| Derivative financial instruments | - | 384,397 | - | - | 771,167 | - |
| - | 384,397 | 3,722 | - | 771,167 | 4,694 |
The remaining assets and liabilities are valuated within Level 1 or correspond to assets and liabilities which fair value is the same as its carrying amount. In 2017, there are no transfers between levels.
The movement in 2017 and 2016 of the financial assets and liabilities within Level 3 are analysed was as follows:
| AVAILABLE | TRADE | ||||
|---|---|---|---|---|---|
| FOR SALE INVESTMENTS | AND OTHER PAYABLES | ||||
| 31 DEC 2017 | 31 DEC 2016 | 31 DEC 2017 | 31 DEC 2016 | ||
| Balance at the beginning of the year | 8,186 | 6,257 | 4,694 | 344 | |
| Gains / (Losses) in other comprehensive income | 397 | 1,929 | - | - | |
| Purchases | - | - | - | 4,358 | |
| Disposals | - | - | -973 | - | |
| Others | 2 | - | 1 | -8 | |
| BALANCE AT THE END OF THE YEAR | 8,585 | 8,186 | 3,722 | 4,694 |
The Trade and other payables within level 3 are related to Liabilities with non-controlling interests.
The movements in 2017 and 2016 of the derivative financial instruments are presented in note 35.
EDPR secures a 200 MW PPA for a new wind farm in the US
EDPR through its fully owned subsidiary EDP Renewables North America LLC, secured a 20-year Power Purchase Agreement with Great Plains Energy to sell the energy produced by 200 MW from Prairie Queen wind farm. Prairie Queen wind farm is located in the Allen County, Kansas. Start of operations are expected for 2019.
EDPR secures 125 MW long-term contract in Northern Indiana, United States
EDPR through its fully owned subsidiary EDP Renewables North America LLC, secured a long-term contract with Nestlé and with Cummins Inc in the United States to sell the energy produced by 50 MW and by 75 MW respectively from Meadow Lake VI wind farm. The project, is located in the State of Indiana with start of operations expected for 2018.
EDPR completed 507 million Dollars funding of tax equity in the US
EDPR through its fully owned subsidiary EDP Renewables North America LLC, completed two institutional partnerships in the US in the amount of 507 million Dollars for the following projects (see note 31):
EDPR is awarded long term contracts for 218 MW at Brazilian energy auction
EDPR, through its subsidiary EDP Renováveis Brasil, S.A., secured 20-year Power Purchase Agreements ("PPA") at the Brazilian energy A-6 2017 auction to sell electricity in the regulated market. The energy will be produced by two wind farms to be installed in the Brazilian State of Rio Grande do Norte; Santa Rosa e Mundo Novo with registered capacity of 121.8 MW and Aventura with 97.1 MW which commercial operation is expected to occur in January 2023.
EDPR is awarded a long-term RESA for 248.4 MW of wind onshore in Canada
EDPR through its subsidiary EDP Renewables Canada Ltd. was awarded by The Alberta Electricity System Operator a 20-year Renewable Energy Support Agreement, for the delivery of 248.4 MW of onshore wind generation. The Sharp Hills Wind Farm is located in eastern Alberta, Canada, with commercial operation expected to occur in December 2019.
EDPR consortium is awarded with long-term CfD for 950 MW in the UK
EDPR through the joint venture company Moray Offshore Windfarm (East) Limited was awarded by the UK's Department for Business, Energy & Industrial Strategy with a 15-year Contract for Difference (CfD) for the delivery of 950 MW of offshore wind generation.
EDP – Energias de Portugal S.A. notified EDPR that it holds a qualified shareholding of 720,191,372 ordinary shares of EDPR, which corresponds to 82.56% of EDPR's share capital and 82.56% of the respective voting rights. The increase in EDP qualified shareholding to 82.56% resulted from the acquisition, in the General and Voluntary Public Tender Offer for the acquisition of shares representative of the share capital of EDPR, on August 8th 2017, of 43,907,516 shares which correspond to 5.03% of EDPR's share capital and voting rights (see note 1 and 26).
Sale of a 23% stake in UK wind offshore project Moray Offshore Windfarm (East) Limited
EDPR, through its subsidiary EDPR UK Limited closed an agreement with ENGIE, to sell a 23% stake in equity shareholding and outstanding shareholders loans on the Moray Offshore Windfarm (East) Limited for a total consideration of 21 million Pound Sterling (see note 5).
Completion of sale of minority stake in Portuguese assets to CTG
EDPR completed in June 2017 the sale of 49% equity shareholding and shareholder loans in a portfolio of 422 MW of wind assets located in Portugal, to ACE Portugal Sàrl which is 100% owned by ACE Investment Fund II LP – an entity participated of China Three Gorges Hong Kong Ltd ("CTG HK"), a fully-owned subsidiary of China Three Gorges ("CTG"), for a final consideration of 248 million Euros (see note 5).
Standards, amendments and interpretations issued effective for the Group
The new interpretation that has been issued and that the EDPR Group has applied on its consolidated financial statements is the following:
• IAS 7 (Amended) - Disclosure Initiative
The International Accounting Standards Board (IASB) issued, in January 2016, amendments to IAS 7 - Statement of Cash Flows, with effective date of mandatory application for periods beginning on or after 1 January 2017, being allowed its early adoption.
These amendments require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, such as:
These disclosures have been presented by providing a reconciliation between the opening and closing balances in the statement of financial position for liabilities arising from financing activities that has been included as an annex to the Consolidated Statement of Cash Flows of the EDPR Group.
The new standards and interpretations that has been issued and are already effective and that the EDPR Group has applied on its consolidated financial statements with no significant impact are the following:
● IAS 12 (Amended) - Recognition of Deferred Tax Assets for Unrealised Losses;
The standards, amendments and interpretations issued but not yet effective for the Group, which impact is being evaluated, are the following:
IFRS 9 was adopted by European Commission Regulation nº 2067/2016, 22 November 2016, defining the effective date at most as of the start date of the first financial year that starts in or after 1 January 2018. IFRS 9 (2009 and 2010) introduces new requirements for classification and measurement of financial assets and liabilities based on the business model that determine its ownership and the contractual characteristics of cash-flows for the proposed instruments. In 2013 a version of IFRS 9 was published with requirements that regulate the hedge accounting. Then, in 2014, IFRS 9 was reviewed and introduced some guidelines for classification and measurement of financial instruments: besides shareholdings in strategic investments, it extended to other debt instruments the fair value measurement with changes in fair value being recognised as Other Comprehensive Income (OCI) and reinforced a new impairment model based on an "expected credit losses model.
IFRS 9 brings together all three aspects of the accounting for financial instruments: classification and measurement, impairment and hedge accounting.
IFRS 9 will be applicable for financial years starting on 1 January 2018 (even though early adoption is permitted). With exception for hedge accounting requirements, retrospective application is mandatory but without obligation of comparative information disclosures. For hedge accounting, the requirements are generally prospectively applicable, with some exceptions.
EDPR Group will adopt the new standard on the required effective date and will not restate comparative information.
During 2017, EDPR Group has performed a detailed impact assessment of all aspects of IFRS 9 based on currently available information and may be subject to changes until its adoption, since EDPR Group has not yet finalised the testing and assessment of controls over its new IT systems and internal supervisory systems; and the new accounting policies are subject to change until EDPR Group presents its first financial statements that include the date of initial application.
Overall, EDPR Group expects no significant impacts on its statement of financial position and equity, except for the effect of applying the impairment requirements of IFRS 9. Moreover, EDPR Group will implement the required changes in classification of certain financial instruments.
EDPR Group has reviewed its financial assets and liabilities in order to access qualitative and quantitative impacts on the adoption of the Standard. Accordingly, the main material impacts are the following:
IFRS 9 determines that classification and measurement of financial assets shall be based on the business model used to manage them and on the characteristics of the contractual cash flows. IFRS 9 contains three main measurement classification categories for financial assets: amortised cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). The standard eliminates the existing IAS 39 categories of held to maturity, loans and receivables and available for sale. Regarding classification and measurement of financial liabilities, the changes to IAS 39 introduced by IFRS 9 are residual.
EDPR Group does not expect a significant impact on its balance sheet or equity on applying the classification and measurement requirements of IFRS 9. It expects to continue measuring at fair value mostly all financial assets currently held at fair value.
At 31 December 2017, EDPR Group had equity investments classified as available for sale with a fair value of 8,584 thousand Euros that are held for long term strategic purposes. Under IFRS 9, EDPR Group has designated these investments as measured at FVOCI. Consequently, all fair value gains and losses will be reported in other comprehensive income (OCI), no impairment losses will be recognised in profit or loss and no gains and losses will be reclassified to profit or loss on disposal.
Loans and trade receivables are generally held to collect contractual cash flows and are expected to give rise to cash flows representing solely payments of principal and interest. EDPR Group analysed the contractual cash flow characteristics of these instruments and concluded that they meet the criteria for amortised cost measurement under IFRS 9. Therefore, reclassification for these instruments is not required.
IFRS 9 replaces the impairment recognition model based on the incurred credit losses by a forward looking expected credit loss (ECL) model. In summary, the new model foresees: (i) the recognition of expected credit losses at each reporting date, considering changes in the counterparty credit risk inherent to each financial instrument; (ii) the measurement of expected losses using models based on past events, actual and forecast of future conditions; and (iii) the increase in the relevance of the financial information to be disclosed, namely in terms of expected losses and counterparty credit risk.
IFRS 9 requires EDPR Group to record expected credit losses on all of its debt instruments measured at amortised cost or FVOCI (this includes loans, bank balances and deposits, trade receivables and debt securities), either on a 12-month or a lifetime basis.
EDPR Group will apply the simplified approach and record lifetime expected losses on all trade receivables and contract assets, including those with a significant financing component.
The estimated ECLs will be calculated based on actual credit loss experience over a period that, per business and type of customers, was considered statistically relevant and representative of the specific characteristics of the underlying credit risk. When applicable, EDPR Group will perform the calculation of ECL rates separately for corporates and individuals.
Considering the particularities of each business, exposures were segmented based on common credit risk characteristics such as credit risk grade, geographic region and/or industry - for corporates; and type of product purchased - for individuals, as applicable. Actual credit loss experience was adjusted by scalar factors to reflect differences between economic conditions during the period over which historical data was collect, current conditions and EDPR Group's view of economic conditions over the expected lives of the receivables.
EDPR Group estimated that application of IFRS 9's impairment requirements at 1 January 2018 results in a non-significant amount over the impairment that would have resulted under IAS 39.
When initially applying IFRS 9, the Group may choose as its accounting policy to continue to apply the hedge accounting requirements of IAS 39 instead of the requirements of IFRS 9. In order to avoid a partial application of IFRS hedge accounting premises, EDPR Group decided to continue to apply IAS 39 until the ongoing project on the accounting for macro hedging is completed. Therefore, EDPR Group will maintain its accounting policy, as described in Note 2 (d).
Nevertheless, focusing on the already established main premises, the adoption of IFRS 9 results in a more accurate representation of risk management activities in the financial statements. In addition, the criteria for the eligibility of hedged items is extended to risk components of non-financial elements, to net positions and to aggregate exposures. For hedging instruments, the main changes concern to the possibility of deferring certain effects in OCI (e.g., the time value of an option), until the hedged item impacts profit or loss. IFRS 9 also eliminates the requirement for testing effectiveness under which the results of the retrospective test needed to fall with a range of 80%-125%, allowing entities to rebalance the hedging relationship if risk management objectives have not changed.
In summary, non-significant impacts are expected for the adoptions of IFRS 9.
IFRS 9 will require extensive new disclosures, in particular about hedge accounting, credit risk and ECLs. EDPR Group's assessment included an analysis to identify data gaps against current processes. EDPR Group is in process of implementing the system and controls changes that it believes will be necessary to capture the required data.
IFRS 15 was issued in May 2014, and amended in April 2016, to replace existing revenue recognition guidance. IFRS 15 is effective for annual periods beginning on or after 1 January 2018, with early application permitted.
The new standard presents the principles that shall be applied by an entity in order to provide more useful information to users of financial statements about the nature, amount, term and uncertainty of revenue and cash flows arising from a contract with a customer.
The core principle of IFRS 15 is that an entity shall recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, as provided in the 5 steps methodology. This methodology consists in the following steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to performance obligations; and (v) recognise revenue when (or as) the entity satisfies a performance obligation.
The Group plans to adopt IFRS 15 using the cumulative effect method (modified retrospective approach), with the effect of initially applying this standard recognised at the date of initial application (i.e. 1 January 2018). As a result, EDPR Group will not apply the requirements of IFRS 15 to the comparative period presented.
The analysis performed resulted on the assessment of the following preliminary impacts:
Revenue related to the sale of energy is currently measured at fair value of the consideration received or receivable, net of value added tax, rebates and discounts and after elimination of intra-group sales.
Revenue recognition occurs when the significant risks and rewards of ownership are transferred to the buyer, the entity retains neither continuing managerial involvement to the extent usually associated with ownership nor effective control over the goods sold, the amount of revenue can be reliably measured, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be reliably measured.
The moment when an entity has transferred the significant risks and rewards of ownership to the buyer varies depending on the activities carried out by the overall EDPR Group companies.
For contracts with customers in which the sale of energy is generally expected to be the only performance obligation, adoption of IFRS 15 is not expected to have any impact on the EDPR Group's revenue recognition pattern and timing. The EDPR Group expects the revenue recognition to occur at a point in time when control of the asset is transferred to the customer, generally on delivery of the goods.
The revenue recognition related with services rendered is currently based on the percentage of completion of the transaction at the reporting date. This occurs when the amount of revenue can be reliably measured, when it is probable the existence of economic benefits associated with the transaction to the entity who sells, when the percentage of completion of the transaction at the reporting date can be reliably measured and the costs incurred with the transaction and the costs to be incurred to complete the transaction can be reliably measured. Whenever it is not possible to reliably measure the completion of a transaction involving services rendered, revenue is only recognised to the extent of the expenses recognised as recoverable.
EDPR Group concluded that the services are satisfied over time given that the customer simultaneously receives and consumes the benefits provided by the Group. Consequently, under IFRS 15 the Group will continue to recognise revenue for these service contracts/service components of bundled contracts over time rather than at a point in time.
By applying a percentage of completion method, the Group currently recognises revenue and Trade and other receivables, even if receipt of the total consideration is conditional on successful completion of installation services. Under IFRS 15, earned consideration that is conditional should be recognised as a contract asset rather than receivable.
EDPR Group provides certain services either on their own or bundled together with the sale of goods (energy or equipment). Currently, EDPR Group accounts for the energy, equipment and services as separate deliverables. Under IFRS 15, allocation of the consideration will be made based on relative stand-alone selling prices. Hence, this allocation and, consequently, the timing of the amount of revenue recognised in relation to these sales would be affected. EDPR Group analysed these contracts and concluded that no material differences arises from the actual revenue recognition based on separate deliverables and the IFRS 15 standalone prices allocation.
Overall, the EDPR Group expects no impacts on its statement of financial position and equity for the adoption of IFRS 15.
The presentation and disclosure requirements in IFRS 15 are more detailed than under current IFRS. In particular, the Group expects that the notes to the financial statements will be expanded because of the disclosure of significant judgements made: when determining the transaction price of those contracts that include variable consideration, how the transaction price has been allocated to the performance obligations, and the assumptions made to estimate the stand-alone selling prices of each performance obligation. In 2017, the Group continued testing of appropriate systems, internal controls, policies and procedures necessary to collect and disclose the required information.
The International Accounting Standards Board (IASB) issued, in January 2016, IFRS 16 - Leases, with effective date of mandatory application for periods beginning on or after 1 January 2019, with earlier adoption permitted for entities that have also adopted IFRS 15 - Revenue from Contracts with Customers. This standard has not yet been adopted by the European Union.
This standard sets out the principles for the recognition, measurement, presentation and disclosure of leases, and supersedes IAS 17 - Leases and its associated interpretative guidance. The objective is to ensure that lessees and lessors provide relevant information to the users of financial statements, namely about the effect that leases have on the financial position, financial performance and cash flows of the entity.
The main issues considered are as follows:
inclusion of some considerations in order to distinguish leases from service contracts, based on the existence of control of the underlying asset at the time that it is available for use by the lessee; and
Introduction of a single lessee accounting model that requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. As a consequence, a lessee recognises depreciation costs and interest costs separately.
At the date of the publication of these consolidated financial statements, the EDPR Group has already carried out an inventory of the existing lease contracts and is currently performing a technical analysis considering the provisions of IFRS 16. In addition, EDP Group is revising the existing information systems in order to assess to what extent will be necessary to adapt them to the requirements of this standard. At this stage, it is not possible to estimate the magnitude of the impacts inherent to the adoption of this standard.
The standards, amendments and interpretations issued but not yet effective for the Group with no significant impact are the following:
Expenses of environmental nature are the expenses that were identified and incurred to avoid, reduce or repair damages of an environmental nature that result from the Group's normal activity.
These expenses are booked in the income statement of the year, except if they qualify to be recognised as an asset, according to IAS 16.
During the year, the environmental expenses recognised in the income statement in the amount of 4,257 thousand Euros (31 December 2016: 3,721 thousand Euros) refer to costs with the environmental management plan.
As referred in accounting policy 2o), the Group has established provisions for dismantling and decommissioning of property, plant and equipment when a legal or contractual obligation exists to dismantle and decommission those assets at the end of their us eful lives. Consequently, the Group has booked provisions for property, plant and equipment related to electricity wind generation for the responsibilities of restoring sites and land to its original condition, in the amount of 269,454 thousand Euros as at 31 December 2017 (31 December 2016: 268,191 thousand Euros) (see note 30).
In the first quarter of 2017, EDPR Group changed the method by which it consolidated Eólica de Coahuila, S.A. de C.V. from equity method to full consolidation method as a result of the wind farm construction completion and its entry into operation. The control was initially shared with Energía Bal, S.A. de C.V. due to its experience of managing projects in Mexico. The Shareholders Agreement already established that, with the entry into operation, EDPR International Investments B.V. would gain control of the company for its greater experience in the operational management of wind farms.
The Group used the financial statements as at 31 January 2017 to determine the fair value of assets and liabilities. This company has been fully consolidated from 1 February 2017.
Since the date of acquisition of full control over this portfolio, it has contributed to the consolidated financial statements with revenues from energy sales in the amount of 35,771 thousand Euros and with a Net profit for the period (attributable to Equity holders of EDPR) in the amount of 1,127 thousand Euros. Until the date in which the control was obtained, the shareholding previously held was consolidated by the equity method, therefore the result generated in 2017 until the gain of control, which amounts to gains of 271 thousands of Euros, was incorporated under the caption investment in joint ventures and associates.
Fair value of assets and liabilities identified at the control acquisition date are as follows:
| THOUSAND EUROS | |
|---|---|
| ASSETS | |
| Property, plant and equipment | 327,558 |
| Other debtors and other assets | 26,160 |
| Cash and cash equivalents | 26,498 |
| TOTAL ASSETS | 380,216 |
| LIABILITIES | |
| Financial Debt | 241,553 |
| Other liabilities and other payables | 105,754 |
| TOTAL LIABILITIES | 347,307 |
| NET ASSETS | 32,909 |
This transaction does not have any impact in the profit and loss of the consolidated financial statements since the previous investment as a joint venture, and therefore related net assets, were already registered at fair value.
Additionally, in the third quarter of 2017, EDP Renovables España, S.L. increased its financial interest in the Spanish SPV Tebar Eólica, S.A. from 50% to 100% and obtained the control of the company. This transition resulted in a change in its consolidation method from the equity method to the full consolidation method.
The Group used the financial statements as at 31 July 2017 to determine pre-acquisition results and, consequently, this company has been fully consolidated from 1 August 2017.
Since the date of acquisition of full control over this portfolio, it has contributed to the consolidated financial statements with revenues from energy sales in the amount of 2,644 thousand Euros and with a Net profit for the period (attributable to Equity holders of EDPR) in the amount of 761 thousand Euros. Until the date in which the control was obtained, the shareholding previously held was consolidated by the equity method, therefore the result generated in 2017 until the gain of control, which amount to losses of 446 thousand Euros, was incorporated under the caption investment in joint ventures and associates.
At year-end, EDPR has determined the fair value of the assets acquired and liabilities assumed. This valuation, which was based on the discounted cashflow method, came to an equity fair value of the portfolio in which EDPR takes control in the amount of 12,142 thousand Euros. Fair value of identifiable assets and liabilities at the acquisition date for the 50% acquired is presented as follows:
| THOUSAND EUROS | |
|---|---|
| ASSETS | |
| Property, plant and equipment | 9,813 |
| Deferred tax assets | 699 |
| Other debtors and other assets | 2,724 |
| Cash and cash equivalentes | 1,844 |
| Total Assets | 15,080 |
| LIABILITIES | |
| Deferred tax liabilities | - |
| Other liabilities and other payables | 9,274 |
| Total Liabilities | 9,274 |
| Net Assets | 5,806 |
| Net Assets acquired (50%) | 2,903 |
| Fair value adjustment in Property, plant and equipment net of taxes | 9,239 |
| Fair Value of Net Assets acquired | 12,142 |
| Total consideration transferred for the acquisition | -7,500 |
| Gain on acquisition | 4,642 |
| ACQUISITION CASH FLOW | |
| - Cash and cash equivalents of Banzi | 922 |
| - Total consideration transferred for the acquisition | -7,500 |
Net cash outflow -6,578
The above valuation has determined a fair value for Property, plant and equipment in the amount of 12,319 thousand Euros, generating a net fair value adjustment of 9,239 thousand Euros and a corresponding deferred tax liability in the amount of 3,080 thousand Euros.
As EDPR Group had already a 50% stake in Tebar Eólica, S.A., this transaction was treated as a step acquisition under IFRS 3. Fair value of the net assets acquired amounts to 12,142 thousand Euros being the consideration transferred 7,500 thousand Euros, resulting in a gain on the acquisition of 4,642 thousand Euros, recorded under the "Other income" caption (see note 8)
During 2016 the EDPR Group acquired 100% of the Italian company Parco Eólico Banzi S.r.l. Fair value of the net assets acquired amounted to 47,610 thousand Euros being the consideration transferred 44,570 thousand Euros, resulting in a gain on the acquisition of 3,040 thousand Euros, recorded under the "Other income" caption.
During 2017 the EDPR Group has paid an amount of 27,829 thousand Euros as at 31 December 2017 (57,950 thousand Euros as at 31 December 2016) for acquisitions of companies and other payments related to financial assets mainly explained by:
The Group generates energy from renewable resources and has three reportable segments which are the Group's business platforms, Europe, North America and Brazil. The strategic business units have operations in different geographic zones and are managed separately because their characteristics are quite different. For each of the strategic business units, the Group's CEO reviews internal management reports on at least a quarterly basis.
The accounting policies of the reportable segments are the same as described in note 3. Information regarding the results of each reportable segment is included in Annex 2. Performance is based on segment operating profit measures, as included in the internal management reports that are reviewed by the Management. Segment operating profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm's length basis.
A business segment is an identifiable component of the Group, aimed at providing a single product or service, or a group of related products or services, and it is subject to risks and returns that can be distinguished from those of other business segments.
The Group generates energy from renewable sources in several locations and its activity is managed based on the following business segments:
The amounts reported in each business segment result from the aggregation of the subsidiaries and business units defined in each segment perimeter, including the intra-segment eliminations, without any inter-segment allocation adjustment.
The financial information disclosed by each business segment is determined based on the amounts booked directly in the subsidiaries that compose the segment, including the intra-segment eliminations, without any inter-segment allocation adjustment.
KPMG has audited the consolidated annual accounts of EDP Renováveis Group for 2017 and 2016. Fees for professional services provided by this company and the other related entities and persons in accordance with Royal-Decree 1/2011 of 1 July, for the year ended in 31 December 2017 and 2016, are as follows:
| THOUSAND EUROS | 31 DECEMBER 2017 | |||
|---|---|---|---|---|
| EUROPE | NORTH AMERICA | BRAZIL | TOTAL | |
| Audit and statutory audit of accounts | 1,346 | 1,073 | 150 | 2,569 |
| Other audit-related services | 11 | 4 | - | 15 |
| 1,357 | 1,077 | 150 | 2,584 | |
| Other non-audit services | (*) 431 | 6 | - | 437 |
| TOTAL | 1,788 | 1,083 | 150 | 3,021 |
| THOUSAND EUROS | 31 DECEMBER 2016 | |||
|---|---|---|---|---|
| EUROPE | NORTH AMERICA | BRAZIL | TOTAL | |
| Audit and statutory audit of accounts Other audit-related services |
1,477 193 |
1,161 7 |
126 - |
2,764 200 |
| 1,670 | 1,168 | 126 | 2,964 | |
| Other non-audit services | 88 | - | - | 88 |
| 88 | - | - | 88 | |
| TOTAL | 1,758 | 1,168 | 126 | 3,052 |
(*) This amount includes, between others, services that refer to the entire Group such as the review of the internal control system on financial reporting and review of the non-financial information related to sustainability included in the EDPR Group's annual report, which are invoiced to an European company. Variation with respect to the previous year mainly refer to the mentioned review of the internal control system on financial reporting and to the quarterly review of the Spanish and Portuguese companies' financial statements which are considered non-audit services according to the respective local regulations.
The Subsidiary Companies consolidated under the full consolidated method, as at 31 December 2017 and 2016, are as follows:
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
|
| GROUP'S PARENT HOLDING COMPANY AND RELATED ACTIVITIES |
|||||||
| EDP Renováveis, S.A. (Group's parent holding company) |
Oviedo | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDP Renováveis Servicios Financieros, S.A. |
Oviedo | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| EUROPE GEOGRAPHY / PLATFORM | |||||||
| Spain | |||||||
| EDP Renewables Europe, S.L.U. (Europe | |||||||
| Parent Company) Acampo Arias, |
Oviedo | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| S.L.U. | Zaragoza | KPMG | 100.00% | 100.00% | 100.00% | 100,00% | |
| Aplicaciones Industriales de Energías Limpias, S.L. |
Zaragoza | n.a. | 61.50% | 61.50% | 61.50% | 61.50% | |
| Aprofitament D'Energies Renovables de la Terra Alta, S.A. |
Barcelona | n.a. | 48.39% | 60.09% | 48.39% | 60.09% | |
| Bon Vent de Corbera, S.L.U. | Barcelona | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bon Vent de L'Ebre, S.L.U. | Barcelona | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Bon Vent de Vilalba, S.L.U. | Barcelona | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Compañía Eólica Campo de Borja, S.A.U. |
Zaragoza | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Desarrollos Catalanes Del Viento, S.L.U. |
Barcelona | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Desarrollos Eólicos Almarchal, S.A.U. |
Cádiz | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Desarrollos Eólicos | |||||||
| Buenavista, S.A.U. | Cádiz | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Desarrollos Eólicos de Corme, S.A.U. |
La Coruña | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Desarrollos Eólicos de Galicia, S.A.U. |
La Coruña | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Desarrollos Eólicos de Lugo, S.A.U. |
Lugo | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Desarrollos Eólicos de Tarifa, S.A.U. |
Cádiz | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Desarrollos Eólicos de Teruel, | Zaragoza | n.a. | 51.00% | 51.00% | 51.00% | 51.00% | |
| S.L. Desarrollos Eólicos Dumbria, |
La Coruña | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| S.A.U. Desarrollos Eólicos Rabosera, |
|||||||
| S.A.U. | Huesca | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| EDP Renovables España, S.L.U. |
Oviedo | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDP Renováveis Cantabria, S.L.U. |
Madrid | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| EDPR Participaciones, S.L.U. | Oviedo | KPMG | 51.00% | 51.00% | 51.00% | 51.00% | |
| EDPR Yield Spain Services, S.L.U. |
Madrid | n.a. | 0.00% | 0.00% | 100.00% | 100.00% | |
| EDPR Yield, S.A.U. |
Oviedo | KPMG | 100.00% | 100.00% | 100.00% | 100,00% | |
| Energías Eólicas de la Manchuela, S.L.U. |
Madrid | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Eólica Arlanzón, | Madrid | KPMG | 85.00% | 85.00% | 77.50% | 77,50% | |
| S.A. | |||||||
| Eólica Campollano, S.A. | Madrid | KPMG | 75.00% | 75.00% | 75.00% | 75.00% | |
| Eólica Curiscao Pumar, S.A.U. | Madrid | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Eólica de Radona, S.L.U. | Madrid | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Eólica del Alfoz, S.L.U. |
Madrid | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | |
| Eólica Don Quijote, S.L.U. | Albacete | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Eólica Dulcinea, | Albacete | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | |
| S.L.U. | |||||||
| Eólica Fontesilva, S.L.U. Eólica Garcimuñoz, S.L.U. |
La Coruña Madrid |
KPMG n.a. |
100.00% 0.00%(*) |
100.00% 0.00%(*) |
100.00% 100.00% |
100.00% 100.00% |
| 2017 | 2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
||
| Eólica Guadalteba, S.L.U. | Sevilla | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | ||
| Eólica La Brújula, S.A. | Madrid | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Eólica La Janda, | Madrid | KPMG | 100.00% | 100.00% | 100.00% | 100,00% | ||
| S.L.U. | ||||||||
| Eólica La Navica, | Madrid | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | ||
| S.L.U. | ||||||||
| Eólica Muxía, | La Coruña | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100,00% | ||
| S.L.U. | ||||||||
| Eólica Sierra de Avila, S.L. | Madrid | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Iberia Aprovechamientos | Zaragoza | KPMG | 94.00% | 94.00% | 94.00% | 94.00% | ||
| Eólicos, S.A.U. | ||||||||
| Investigación y Desarrollo de Energías | León | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | ||
| Renovables IDER, S.L.U. Molino de Caragüeyes, S.L.U. |
Zaragoza | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | ||
| Neo Energía Aragón, S.L.U. | Madrid | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | ||
| Parc Eòlic Coll de la Garganta, | ||||||||
| S.L.U. | Barcelona | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | ||
| Parc Eòlic de Coll de Moro, | ||||||||
| S.L.U. | Barcelona | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Parc Eòlic de Torre Madrina, | ||||||||
| S.L.U. | Barcelona | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Parc Eòlic de Vilalba dels Arcs, | ||||||||
| S.L.U. | Barcelona | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Parc Eòlic Serra Voltorera, | ||||||||
| S.L.U. | Barcelona | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Parque Eólico Altos del | Madrid | KPMG | 92.50% | 92.50% | 92.50% | 92.50% | ||
| Voltoya, S.A. | ||||||||
| Parque Eólico Belchite, S.L.U. | Zaragoza | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | ||
| Parque Eólico La | Zaragoza | KPMG | 69.84% | 69.84% | 69.84% | 69,84% | ||
| Sotonera, S.L. | ||||||||
| Parque Eólico Los | Zaragoza | KPMG | 100.00% | 100.00% | 100.00% | 100,00% | ||
| Cantales, S.L.U. | ||||||||
| Parque Eólico Santa Quiteria, | Huesca | KPMG | 100.00% | 83.96% | 100.00% | 83.96% | ||
| S.L. Parques de Generación Eólica, |
||||||||
| S.L.U. | Burgos | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | ||
| Parques Eólicos del | ||||||||
| Cantábrico, S.A.U. | Oviedo | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | ||
| Renovables Castilla La | ||||||||
| Mancha, S.A. | Albacete | KPMG | 90.00% | 90.00% | 90.00% | 90.00% | ||
| EDPR Offshore España, S.L. | ||||||||
| (Ex South África Wind & Solar | Oviedo | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Power, S.L.U.) | ||||||||
| Abante Audit | ||||||||
| Tébar Eólica, S.A. | Madrid | Auditores, | 100.00% | 100.00% | 50.00%(**) | 50.00%(**) | ||
| S.L. |
(*) Company merged into EDP Renovables España, S.L. in 2017
(**) Company consolidated through the equity method in 2016
| Portugal | ||||||
|---|---|---|---|---|---|---|
| EDP Renováveis Portugal, S.A. | Porto | KPMG | 51.00% | 51.00% | 51.00% | 51.00% |
| EDP Renewables SGPS, S.A. | Porto | KPMG | 100.00% | 100.00% | 100.00% | 100.00% |
| EDPR PT - Parques Eólicos, S.A. |
Porto | KPMG | 51.00% | 51.00% | 100.00% | 100.00% |
| EDPR PT - Promoção e Operação, S.A. |
Porto | KPMG | 100.00% | 100.00% | 100.00% | 100.00% |
| EDPR Yield Portugal Services, Unipessoal Lda. |
Porto | KPMG | 0.00% | 0.00% | 100.00% | 100.00% |
| Eólica da Alagoa, S.A. | Arcos de Valdevez | KPMG | 60.00% | 30.60% | 60.00% | 30.60% |
| Eólica da Coutada, S.A. | Vila Pouca de Aguiar | KPMG | 100.00% | 51.00% | 100.00% | 100.00% |
| Eólica da Lajeira, S.A. | Porto | KPMG | 100.00% | 51.00% | 100.00% | 51.00% |
| Eólica da Serra das Alturas, S.A. |
Boticas | KPMG | 50.10% | 25.55% | 50.10% | 22.55% |
| Eólica da Terra do Mato, S.A. | Porto | KPMG | 100.00% | 51.00% | 100.00% | 100.00% |
| Eólica das Serras das Beiras, S.A. |
Arganil | KPMG | 100.00% | 51.00% | 100.00% | 100.00% |
| Eólica de Montenegrelo, S.A. | Vila Pouca de Aguiar | KPMG | 50.10% | 22.55% | 50.10% | 22.55% |
| Eólica do Alto da Lagoa, S.A. | Porto | KPMG | 100.00% | 51.00% | 100.00% | 100.00% |
| Eólica do Alto da Teixosa, S.A. | Cinfães | KPMG | 100.00% | 51.00% | 100.00% | 100.00% |
| Eólica do Alto do Mourisco, S.A. |
Boticas | KPMG | 100.00% | 51.00% | 100.00% | 100.00% |
| Company of the company of the first of the first of the first of the first of the first for the first the first for the first the first for the first the first the first the | |||
|---|---|---|---|
| - | |||
| Acres |
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
|
| Eólica do Cachopo, S.A. | Porto | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Eólica do Castelo, S.A. | Porto | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Eólica do Espigão, S.A. | Miranda do Corvo | KPMG | 100.00% | 51.00% | 100.00% | 100.00% | |
| Eólica do Velão, S.A. Eólica dos Altos dos Salgueiros-Guilhado, |
Porto | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| S.A. | Vila Pouca de Aguiar | KPMG | 100,00% | 51.00% | 100.00% | 100.00% | |
| Gravitangle - Fotovoltaica | |||||||
| Unipessoal, Lda. | Porto | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Malhadizes - Energia Eólica, | Porto | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| S.A. | |||||||
| Eólica da Linha (Ex Parque | |||||||
| Eólico da Serra do Oeste, | Porto | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| S.A.) Parque Eólico de Torrinheiras, |
|||||||
| S.A. | Porto | n.a. | 0.00%(**) | 0.00%(**) | 100.00% | 100.00% | |
| Parque Eólico do Cabeço | |||||||
| Norte, S.A. | Porto | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Parque Eólico do Pinhal do | Porto | n.a. | 0.00%(*) | 0.00%(*) | 100.00% | 100.00% | |
| Oeste, S.A. | |||||||
| Eólica do Sincelo, S.A. (Ex | |||||||
| Parque Eólico do Planalto, | Porto | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| S.A.) Stirlingpower, Unipessoal Lda. |
Porto | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| (*) Company merged into Eólica do Sincelo, S.A. in 2017 | |||||||
| (**) Company merged into Eólica da Linha, S.A. in 2017 | |||||||
| France | |||||||
| EDP Renewables France, S.A.S. |
Paris | KPMG | 51.00% | 51.00% | 51.00% | 51.00% | |
| EDPR France Holding, S.A.S. | Paris | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bourbriac II, | |||||||
| S.A.S. | Paris | KPMG | 100.00% | 100.00% | 100.00% | 100,00% | |
| Centrale Eolienne Canet-Pont de Salars, | |||||||
| S.A.S. | Paris | KPMG | 50,96% | 25.99% | 50.96% | 25.99% | |
| Centrale Eolienne Gueltas Noyal-Pontivy, | Paris | KPMG | 51,00% | 26.01% | 51.00% | 26.01% | |
| S.A.S. | |||||||
| Centrale Eolienne Neo Truc de L'Homme, S.A.S. |
Paris | KPMG | 100,00% | 51.00% | 100.00% | 51.00% | |
| Centrale Eolienne Patay, | |||||||
| S.A.S. | Paris | KPMG | 51.00% | 26.01% | 51.00% | 26.01% | |
| Centrale Eolienne Saint | |||||||
| Barnabé, S.A.S. | Paris | KPMG | 51.00% | 26.01% | 51.00% | 26.01% | |
| Centrale Eolienne Segur, | Paris | KPMG | 51.00% | 26.01% | 51.00% | 26.01% | |
| S.A.S. | |||||||
| EDPR Offshore France, | |||||||
| S.A.S.(Ex EDPR Yield France Services, S.A.S.) |
Paris | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Eolienne de Callengeville, | |||||||
| S.A.S. | Paris | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Eolienne de Saugueuse, | |||||||
| S.A.R.L. | Paris | KPMG | 51.00% | 26.01% | 51.00% | 26.01% | |
| Eolienne D'Etalondes, S.A.R.L. | Paris | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Monts de la Madeleine | Paris | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Energie, S.A.S. Monts du Forez Energie, |
|||||||
| S.A.S. | Paris | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Neo Plouvien, | |||||||
| S.A.S. | Paris | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | |
| Parc Éolien d'Escardes, S.A.S. | Paris | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Parc Éolien de Boqueho | Paris | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pouagat, S.A.S. | |||||||
| Parc Éolien de Citernes, S.A.S. | Paris | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Parc Éolien de Dammarie, S.A.R.L. |
Paris | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Parc Éolien de Flavin, S.A.S. | Paris | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Parc Éolien de Francourville, | |||||||
| S.A.S | Paris | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Parc Éolien de la Champagne | Paris | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Berrichonne, S.A.R.L. | |||||||
| Parc Eolien de La Hetroye, | Paris | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| S.A.S. |
| 2017 | 2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
||
| Parc Éolien de Louvières, S.A.S. |
Paris | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Parc Eolien de Mancheville, S.A.R.L. |
Paris | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Parc Eolien de Montagne Fayel, S.A.S. |
Paris | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | ||
| Parc Éolien de Preuseville, | Paris | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | ||
| S.A.R.L. Parc Éolien de Prouville, |
Paris | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | ||
| S.A.S. Parc Eolien de Roman, |
Paris | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | ||
| S.A.R.L. Parc Éolien de Tarzy, S.A.R.L. |
Paris | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | ||
| Parc Eolien de Varimpre, | ||||||||
| S.A.S. | Paris | KPMG | 51.00% | 26.01% | 51.00% | 26.01% | ||
| Parc Eolien des Longs Champs, S.A.R.L. |
Paris | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Parc Eolien des Vatines, S.A.S. |
Paris | KPMG | 51.00% | 26.01% | 51.00% | 26.01% | ||
| Parc Eolien du Clos Bataille, S.A.S. |
Paris | KPMG | 51.00% | 26.01% | 51.00% | 26.01% | ||
| SOCPE de la Mardelle, S.A.R.L. |
Paris | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | ||
| SOCPE de la Vallée du Moulin, S.A.R.L. |
Paris | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | ||
| SOCPE de Sauvageons, S.A.R.L. |
Paris | KPMG | 100.00% | 75.99% | 100.00% | 75.99% | ||
| SOCPE des Quinze Mines, S.A.R.L. |
Paris | KPMG | 100.00% | 75.99% | 100.00% | 75.99% | ||
| SOCPE Le Mee, S.A.R.L. SOCPE Petite Pièce, S.A.R.L. |
Paris Paris |
KPMG KPMG |
100.00% 100.00% |
75.99% 75.99% |
100.00% 100.00% |
75.99% 75.99% |
||
| Parc Éolien de Paudy, S.A.S. | Paris | Brigitte Soudier |
100.00% | 100.00% | 0.00% | 0.00% | ||
| Poland | ||||||||
| EDP Renewables Polska HoldCo, S.A. |
Warsaw | KPMG | 51.00% | 51.00% | 51.00% | 51,00% | ||
| EDP Renewables Polska OPCO, S.A. |
Warsaw | VGD Audyt | 100.00% | 100.00% | 100.00% | 100,00% | ||
| EDP Renewables Polska, Sp. z o.o. |
Warsaw | KPMG | 100.00% | 100.00% | 100.00% | 100,00% | ||
| Elektrownia Wiatrowa Kresy I, Sp. z o.o. |
Warsaw | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | ||
| Farma Wiatrowa Starozreby, | Warsaw | n.a. | 100.00% | 100.00% | 100.00% | 100,00% | ||
| Sp. z o.o. Korsze Wind Farm, Sp. z o.o. |
Warsaw | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | ||
| Masovia Wind Farm I, Sp. z | Warsaw | KPMG | 100.00% | 100.00% | 100.00% | 100,00% | ||
| o.o. Miramit Investments, Sp. z |
||||||||
| o.o. | Warsaw | n.a. | 100.00% | 100.00% | 100.00% | 100,00% | ||
| Molen Wind II, Sp. z o.o. Morska Farma Wiatrowa Gryf, |
Warsaw | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | ||
| Sp. z o.o. | Warsaw | n.a. | 0.00% | 0.00% | 100.00% | 100,00% | ||
| Morska Farma Wiatrowa Neptun, Sp. z o.o. |
Warsaw | n.a. | 100.00% | 100.00% | 100.00% | 100,00% | ||
| Morska Farma Wiatrowa Pomorze, Sp. z o.o. |
Warsaw | n.a. | 0.00% | 0.00% | 100.00% | 100.00% | ||
| Radziejów Wind Farm, Sp. z o.o. |
Warsaw | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | ||
| Relax Wind Park | Warsaw | KPMG | 100.00% | 51.00% | 100,00% | 51,00% | ||
| I, Sp. zo.o. Relax Wind Park II, Sp. z o.o. |
Warsaw | n.a. | 0.00% | 0.00% | 100.00% | 100,00% | ||
| Relax Wind Park III, Sp. z o.o. | Warsaw | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | ||
| Relax Wind Park IV, Sp. z o.o. | Warsaw | n.a. | 100.00% | 100.00% | 100.00% | 100,00% | ||
| Karpacka Mala Energetyka, Sp. z o.o. Romania |
Warsaw | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | ||
| EDPR RO PV, | ||||||||
| S.r.l. | Bucharest | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Cernavoda Power, S.r.l. Cujmir Solar, |
Bucharest | KPMG | 85,00% | 85.00% | 85.00% | 85.00% | ||
| S.r.l. | Bucharest | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Foton Delta, S.r.l. | Bucharest | KPMG | 100.00% | 100.00% | 100.00% | 100.00% |
| P | |||
|---|---|---|---|
| - | |||
| 1 |
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD | AUDITOR | % OF | % OF VOTING |
% OF | % OF VOTING |
|
| OFFICE | CAPITAL | RIGHTS | CAPITAL | RIGHTS | |||
| Foton Epsilon, S.r.l. Pestera Wind Farm, S.A. |
Bucharest Bucharest |
KPMG KPMG |
100,00% 85,00% |
100.00% 85.00% |
100.00% 85.00% |
100.00% 85.00% |
|
| Potelu Solar, | |||||||
| S.r.l. | Bucharest | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDPR România, S.R.L. (Ex S. | Bucharest | KPMG | 100,00% | 100.00% | 100.00% | 100.00% | |
| C. Ialomita Power, S.r.l.) Sibioara Wind Farm, S.r.l. |
Bucharest | KPMG | 85,00% | 85.00% | 85.00% | 85.00% | |
| Studina Solar, | |||||||
| S.r.l. | Bucharest | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Vanju Mare Solar, S.r.l. | Bucharest | KPMG | 100,00% | 100.00% | 100.00% | 100.00% | |
| VS Wind Farm, S.A. |
Bucharest | KPMG | 85.00% | 85.00% | 85.00% | 85.00% | |
| United Kingdom | |||||||
| EDPR UK Limited | Cardiff | KPMG | 100.00% | 100.00% | 100.00% | 100,00% | |
| MacColl Offshore Windfarm | Cardiff | n.a. | 100,00(*) | 76.70%(*) | 100.00% | 100.00% | |
| Limited | |||||||
| Moray Offshore Renewables Power Limited |
Cardiff | KPMG | 100,00% | 100.00% | 100.00% | 100.00% | |
| Moray Offshore Windfarm | |||||||
| (East) Ltd | Cardiff | KPMG | 76.70%(*) | 76.70%(*) | 100.00% | 100.00% | |
| Moray Offshore Windfarm | Cardiff | KPMG | 100,00% | 100.00% | 100.00% | 100.00% | |
| (West) Limited Stevenson Offshore Windfarm |
|||||||
| Limited | Cardiff | n.a. | 100,00%(*) | 76.70%(*) | 100.00% | 100.00% | |
| Telford Offshore Windfarm | Cardiff | n.a. | 100,00%(*) | 76.70%(*) | 100.00% | 100.00% | |
| Limited | |||||||
| (*) Company consolidated through the equity method from August 2017 | |||||||
| Italy | |||||||
| EDP Renewables Italia, S.r.l. | Milan | KPMG | 51.00% | 51.00% | 51.00% | 51.00% | |
| EDP Renewables Italia | Milan | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Holding, S.r.l. | |||||||
| Castellaneta Wind, S.r.l. Laterza Wind, |
Milan | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| S.r.l. | Milan | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pietragalla Eolico, S.r.l. | Milan | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Re Plus, S.r.l. | Milan | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| TACA Wind, S.r.l. | Milan | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Villa Castelli Wind, S.r.l. WinCap, S.r.l. |
Milan Milan |
KPMG KPMG |
100.00% 100.00% |
51.00% 100.00% |
100.00% 100.00% |
51.00% 100.00% |
|
| AW 2, S.r.l. | Milan | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Conza Energia, | |||||||
| S.r.l. | Milan | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Lucus Power, | Milan | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| S.r.l. Parco Eolico |
|||||||
| Banzi, S.r.l. | Milan | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| San Mauro, S.r.l. | Milan | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sarve, S.r.l. | Milan | n.a. | 0.00% | 0.00% | 51.00% | 51.00% | |
| T Power, S.p.A. | Milan | Baker Tilly Revisa |
100.00% | 100.00% | 100.00% | 100.00% | |
| Tivano, S.r.l. | Milan | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| VRG Wind 127, | Rovereto | n.a. | 0.00% | 0.00% | 100.00% | 100.00% | |
| S.r.l. | |||||||
| VRG Wind 149, S.r.l. |
Rovereto | n.a. | 0.00% | 0.00% | 100.00% | 100.00% | |
| Belgium | |||||||
| EDP Renewables Belgium, | |||||||
| S.A. | Brussels | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Greenwind, S.A. | Brussels | KPMG | 100.00% | 51.01% | 100.00% | 51,01% | |
| The Netherlands | |||||||
| EDPR International |
Amsterdam | KPMG | 100.00% | 100.00% | 100.00% | 100,00% | |
| Investments B.V. | |||||||
| NORTH AMERICA GEOGRAPHY / PLATFORM | |||||||
| México | |||||||
| EDPR Servicios de México, S. de R.L. de | Ciudad de México | n.a. | 100,00% | 100,00% | 100.00% | 100.00% | |
| C.V. | |||||||
| Vientos de Coahuila, S.A. de C.V. |
Ciudad de México | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
|
| Eólica de Coahuila, S.A. de C.V. |
Ciudad de México | KPMG | 51.00% | 51.00% | 51.00% (*) | 51.00% (*) | |
| (*) Company consolidated through the equity method in 2016 | |||||||
| USA | |||||||
| EDP Renewables North | Delaware | KPMG | 100,00% | 100.00% | 100.00% | 100.00% | |
| America, LLC | |||||||
| 17th Star Wind Farm, LLC 2007 Vento I, LLC |
Delaware Delaware |
n.a. KPMG |
100,00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100,00% |
|
| 2007 Vento II, | |||||||
| LLC | Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | |
| 2008 Vento III, LLC | Delaware | KPMG | 100,00% | 51.00% | 100.00% | 51.00% | |
| 2009 Vento IV, LLC 2009 Vento V, LLC |
Delaware Delaware |
KPMG KPMG |
100,00% 100,00% |
100.00% 51.00% |
100.00% 100.00% |
100.00% 51.00% |
|
| 2009 Vento VI, LLC | Delaware | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| 2010 Vento VII, LLC | Delaware | KPMG | 100,00% | 100.00% | 100.00% | 100.00% | |
| 2010 Vento VIII, LLC | Delaware | KPMG | 100,00% | 100.00% | 100.00% | 100.00% | |
| 2011 Vento IX, | Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | |
| LLC 2011 Vento X, |
|||||||
| LLC | Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100,00% | |
| 2014 Sol I, LLC | Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51,00% | |
| 2017 Sol II LLC | Delaware | KPMG | 100.00% | 100.00% | 0.00% | 0.00% | |
| 2014 Vento XI, LLC | Delaware | KPMG | 100,00% | 51.00% | 100.00% | 51.00% | |
| 2014 Vento XII, LLC | Delaware | KPMG | 100,00% | 51.00% | 100.00% | 51.00% | |
| 2015 Vento XIII, LLC | Delaware | KPMG | 100,00% | 51.00% | 100.00% | 51.00% | |
| 2015 Vento XIV, LLC | Delaware | KPMG | 100,00% | 51.00% | 100.00% | 51.00% | |
| 2016 Vento XV LLC | Delaware | KPMG | 100,00% | 100.00% | 100.00% | 100.00% | |
| 2016 Vento XVI LLC | Delaware | KPMG | 100,00% | 100.00% | 100.00% | 100.00% | |
| 2017 Vento XVII LLC | Delaware | KPMG | 100,00% | 100.00% | 0.00% | 0.00% | |
| Alabama Ledge Wind Farm, LLC |
Delaware | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| Antelope Ridge Wind Power Project, LLC |
Delaware | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| Arbuckle Mountain Wind Farm, LLC |
Delaware | KPMG | 100,00% | 51.00% | 100.00% | 51.00% | |
| Arkwright Summit Wind Farm, LLC |
Delaware | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| Arlington Wind Power Project, LLC |
Delaware | KPMG | 100,00% | 51.00% | 100.00% | 51.00% | |
| Aroostook Wind Energy, LLC | Delaware | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| Ashford Wind Farm, LLC | Delaware | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| Athena-Weston Wind Power Project II, LLC | Delaware | n.a. | 100,00% | 100,00% | 100.00% | 100.00% | |
| Athena-Weston Wind Power Project, LLC |
Delaware | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| Avondale Solar Park LLC | Delaware | n.a. | 100,00% | 100.00% | 0.00% | 0.00% | |
| AZ Solar, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100,00% | |
| BC2 Maple Ridge Holdings, | |||||||
| LLC | Delaware | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| BC2 Maple Ridge Wind, LLC Big River Wind Power Project |
Delaware | KPMG | 100,00% | 100.00% | 100.00% | 100.00% | |
| LLC | Delaware | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| Black Prairie Wind Farm II, LLC |
Delaware | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| Black Prairie Wind Farm III, LLC |
Delaware | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| Black Prairie Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blackstone Wind Farm II, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blackstone Wind Farm III, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blackstone Wind Farm IV, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blackstone Wind Farm V, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blackstone Wind Farm, LLC Blue Canyon Windpower II, |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| LLC | Texas | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blue Canyon Windpower III, LLC |
Texas | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blue Canyon Windpower IV, LLC |
Texas | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blue Canyon Windpower V, LLC |
Texas | KPMG | 100.00% | 51.00% | 100.00% | 51.00% |
| - | |||
|---|---|---|---|
| - | |||
| 1 |
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
|
| Blue Canyon Windpower VI, | Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| LLC Blue Canyon Windpower VII, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blue Harvest Solar Park LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Blue Marmot I LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blue Marmot II LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Drake Peak Solar Park LLC (Ex Blue Marmot III LLC) |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blue Marmot IV LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blue Marmot IX LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blue Marmot V LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blue Marmot VI LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blue Marmot VII LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Blue Marmot VIII LLC Blue Marmot X LLC |
Delaware Delaware |
n.a. n.a. |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
|
| Blue Marmot XI LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Broadlands Wind Farm II, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Broadlands Wind Farm III, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Broadlands Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Buffalo Bluff Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cameron Solar LLC | Delaware | KPMG | 100.00% | 100.00% | 0.00% | 0.00% | |
| Castle Valley Wind Farm LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Chateaugay River Wind Farm, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Clinton County Wind Farm, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cloud County Wind Farm, LLC | Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Coldwater Solar Park LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Cloud West Wind Project, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Coos Curry Wind Power Project, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Crittenden Wind Farm LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Cropsey Ridge Wind Farm, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Crossing Trails Wind Power Project, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Dairy Hills Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Diamond Power Partners, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Dry Creek Solar Park LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| East Klickitat Wind Power Project, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDPR CA Solar Park II LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| EDPR CA Solar Park III LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| EDPR CA Solar Park IV LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| EDPR CA Solar Park LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| EDPR CA Solar Park V LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| EDPR CA Solar Park VI LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| EDPR Offshore North America LLC |
Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| EDPR Solar Ventures I, LLC | Delaware | n.a. | 51.00% | 51.00% | 51.00% | 51.00% | |
| EDPR Solar Ventures II, LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| EDPR South Table LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDPR Vento I Holding, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDPR Vento IV Holding LLC | Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDPR WF, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDPR Wind Ventures X, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDPR Wind Ventures XI, LLC | Delaware | n.a. | 51.00% | 51.00% | 51.00% | 51.00% | |
| EDPR Wind Ventures XII, LLC | Delaware | n.a. | 51.00% | 51.00% | 51.00% | 51.00% | |
| EDPR Wind Ventures XIII, LLC EDPR Wind Ventures XIV, LLC |
Delaware Delaware |
n.a. n.a. |
51.00% 51.00% |
51.00% 51.00% |
51.00% 51.00% |
51.00% 51.00% |
|
| EDPR Wind Ventures XV LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDPR Wind Ventures XVI LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDPR Wind Ventures XVII LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Estill Solar I LLC | Delaware | KPMG | 100.00% | 100.00% | 0.00% | 0.00% | |
| Five-Spot, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% |
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| HEAD | % OF | % OF | % OF | % OF | |||
| COMPANY | OFFICE | AUDITOR | CAPITAL | VOTING RIGHTS |
CAPITAL | VOTING RIGHTS |
|
| Ford Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Franklin Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Green Country Wind Farm, | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| LLC | |||||||
| Green Power Offsets, LLC Gulf Coast Windpower Management |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Company, LLC | Delaware | n.a. | 75,00% | 75.00% | 75.00% | 75.00% | |
| Hampton Solar II LLC | Delaware | KPMG | 100,00% | 100.00% | 0.00% | 0.00% | |
| Headwaters Wind Farm, LLC | Delaware | n.a. | 100.00% | 51.00% | 100.00% | 51.00% | |
| Headwaters Wind Farm II LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Hidalgo Wind Farm, LLC | Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Hidalgo Wind Farm II LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| High Prairie Wind Farm II, LLC | Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| High Trail Wind Farm, LLC | Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Hog Creek Wind Project LLC | Delaware | KPMG | 100.00% | 100.00% | 0.00% | 0.00% | |
| Horizon Wind Chocolate Bayou | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| I, LLC Horizon Wind Energy Midwest |
|||||||
| IX, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Horizon Wind Energy | |||||||
| Northwest I, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Horizon Wind Energy | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Northwest IV, LLC | |||||||
| Horizon Wind Energy | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Northwest VII, LLC | |||||||
| Horizon Wind Energy Northwest X, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Horizon Wind Energy | |||||||
| Northwest XI, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Horizon Wind Energy | |||||||
| Panhandle I, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Horizon Wind Energy | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Southwest I, LLC | |||||||
| Horizon Wind Energy | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Southwest II, LLC Horizon Wind Energy |
|||||||
| Southwest III, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Horizon Wind Energy | |||||||
| Southwest IV, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Horizon Wind Energy Valley I, | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| LLC | |||||||
| Horizon Wind Freeport | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Windpower I LLC | |||||||
| Horizon Wind MREC Iowa Partners, LLC |
Delaware | n.a. | 75.00% | 75.00% | 75.00% | 75.00% | |
| Horizon Wind Ventures I, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Horizon Wind Ventures IB, LLC | Delaware | n.a. | 51.00% | 51.00% | 51.00% | 51.00% | |
| Horizon Wind Ventures IC, | |||||||
| LLC | Delaware | n.a. | 51.00% | 51.00% | 51.00% | 51.00% | |
| Horizon Wind Ventures II, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Horizon Wind Ventures III, | Delaware | n.a. | 51.00% | 51.00% | 51.00% | 51.00% | |
| LLC | |||||||
| Horizon Wind Ventures IX, LLC Horizon Wind Ventures VI, LLC |
Delaware Delaware |
n.a. n.a. |
51.00% 100.00% |
51.00% 100.00% |
51.00% 100.00% |
51.00% 100.00% |
|
| Horizon Wind Ventures VII, | |||||||
| LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Horizon Wind Ventures VIII, | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| LLC | |||||||
| Horizon Wyoming | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Transmission, LLC | |||||||
| Horse Mountain Wind Farm | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| LLC Indiana Crossroads Wind Farm |
|||||||
| II LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Indiana Crossroads Wind Farm | |||||||
| LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Jericho Rise Wind Farm, LLC | Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Juniper Wind Power Partners, | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| LLC Lexington Chenoa Wind Farm |
|||||||
| II, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| f | |||
|---|---|---|---|
| 1 | |||
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
|
| Lexington Chenoa Wind Farm | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| III, LLC Lexington Chenoa Wind Farm, |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| LLC Lone Valley Solar Park I, LLC |
Delaware | n.a. | 100.00% | 51.00% | 100.00% | 51.00% | |
| Lone Valley Solar Park II, LLC | Delaware | n.a. | 100.00% | 51.00% | 100.00% | 51.00% | |
| Long Hollow Wind Farm LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Lost Lakes Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Machias Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Madison Windpower, LLC | Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Marble River, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Martinsdale Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Meadow Lake Solar Park LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Meadow Lake Wind Farm II, LLC |
Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Meadow Lake Wind Farm III, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Meadow Lake Wind Farm IV, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Meadow Lake Wind Farm V, LLC |
Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Meadow Lake Wind Farm VI LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Rosewater Wind Farm LLC (Ex Meadow Lake Wind Farm VII LLC) |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Meadow Lake Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Mesquite Wind, LLC | Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Moran Wind Farm LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| New Trail Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Nine Kings Transco LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| North Slope Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Number Nine Wind Farm LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Old Trail Wind Farm, LLC | Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| OPQ Property, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pacific Southwest Wind Farm, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Paulding Wind Farm II, LLC | Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Paulding Wind Farm III, LLC | Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Paulding Wind Farm IV, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Paulding Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Paulding Wind Farm V LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Paulding Wind Farm VI LLC Peterson Power Partners, LLC |
Delaware Delaware |
n.a. n.a. |
100.00% 100.00% |
100.00% 100.00% |
0.00% 100.00% |
0.00% 100.00% |
|
| Poplar Camp Wind Farm LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Prairie Queen Wind Farm LLC | |||||||
| (Ex Pioneer Prairie Interconnection, LLC) |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Pioneer Prairie Wind Farm I, LLC |
Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Post Oak Wind, LLC | Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Quilt Block Wind Farm, LLC Rail Splitter Wind Farm, LLC |
Delaware Delaware |
KPMG KPMG |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
|
| Redbed Plains Wind Farm LLC | Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Reloj del Sol Wind Farm LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Rio Blanco Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Renville County Wind Farm LLC |
Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Rising Tree Wind Farm II, LLC | Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Rising Tree Wind Farm III, LLC |
Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Rising Tree Wind Farm, LLC | Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Riverstart Solar Park II LLC Riverstart Solar Park LLC |
Delaware Delaware |
n.a. n.a. |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
100.00% 100.00% |
|
| Riverstart Solar Park III LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Riverstart Solar Park IV LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Delaware | n.a. | ||||||
| Riverstart Solar Park V LLC Rolling Upland Wind Farm LLC |
Delaware | n.a. | 100.00% 100.00% |
100.00% 100.00% |
0.00% 100.00% |
0.00% 100.00% |
|
| 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| HEAD | % OF | % OF | % OF | % OF | |||
| COMPANY | OFFICE | AUDITOR | CAPITAL | VOTING RIGHTS |
CAPITAL | VOTING RIGHTS |
|
| Rush County Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Saddleback Wind Power Project, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sagebrush Power Partners, LLC |
Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sardinia Windpower, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Signal Hill Wind Power Project, | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| LLC Simpson Ridge Wind Farm II, |
|||||||
| LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Simpson Ridge Wind Farm III, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Simpson Ridge Wind Farm IV, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Simpson Ridge Wind Farm V, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Simpson Ridge Wind Farm, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Spruce Ridge Wind Farm LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Stinson Mills Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sustaining Power Solutions, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Sweet Stream Wind Farm LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Telocaset Wind Power Partners, LLC |
Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Timber Road Solar Park LLC | Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| Tug Hill Windpower, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Tumbleweed Wind Power Project, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Turtle Creek Wind Farm, LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Waverly Wind Farm II LLC | Delaware | KPMG | 100.00% | 100.00% | 100.00% | 100.00% | |
| Waverly Wind Farm LLC | Delaware | n.a. | 100.00% | 51.00% | 100.00% | 51.00% | |
| Western Trail Wind Project I, | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| LLC Wheatfield Holding, LLC |
Delaware | KPMG | 51.00% | 51.00% | 51.00% | 51.00% | |
| Wheatfield Wind Power Project, LLC |
Delaware | KPMG | 100.00% | 51.00% | 100.00% | 51.00% | |
| Whiskey Ridge Power | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Partners, LLC Whistling Wind WI Energy |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Center, LLC | Delaware | n.a. | |||||
| White Stone Solar Park LLC Whitestone Wind Purchasing, |
Delaware | n.a. | 100.00% 100.00% |
100.00% 100.00% |
0.00% 100.00% |
0.00% 100.00% |
|
| LLC | |||||||
| Wildcat Creek Wind Farm LLC Wilson Creek Power Project, |
Delaware | n.a. | 100.00% | 100.00% | 0.00% | 0.00% | |
| LLC | Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Wind Turbine Prometheus, L.P. |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| WTP Management Company, LLC |
Delaware | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Canada | |||||||
| EDP Renewables Canada Ltd. | British Columbia | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDP Renewables Canada LP Holdings Ltd. |
British Columbia | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| EDP Renewables SH Project GP Ltd. | British Columbia | n.a. | 100,00% | 100.00% | 100.00% | 100.00% | |
| EDP Renewables SH Project | Alberta | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Limited Partnership Nation Rise Wind Farm GP Inc. |
British Columbia | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| Nation Rise Wind Farm LP | Ontário | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| SBWFI GP Inc | British Columbia | n.a. | 51.00% | 51.00% | 51.00% | 51.00% | |
| South Branch Wind Farm II GP Inc. |
British Columbia | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| South Branch Wind Farm II | Ontário | n.a. | 100.00% | 100.00% | 100.00% | 100.00% | |
| LP South Dundas Wind Farm LP |
Ontário | KPMG | 51.00% | 51.00% | 51.00% | 51.00% | |
| P | |||
|---|---|---|---|
| - | |||
| 1 |
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
| SOUTH AMERICA GEOGRAPHY / PLATFORM: | ||||||
| Brazil | ||||||
| EDP Renováveis Brasil, S.A. | São Paulo | KPMG | 100.00% | 100.00% | 100.00% | 100.00% |
| Central Eólica Aventura I, S.A. | São Paulo | n.a. | 50.99% | 50.99% | 50.99% | 50.99% |
| Central Eólica Aventura II, S.A. |
São Paulo | n.a. | 100.00% | 100.00% | 100.00% | 100.00% |
| Central Eólica Babilônia I, S.A. | Fortaleza | n.a. | 100.00% | 100.00% | 100.00% | 100.00% |
| Central Eólica Babilônia II, S.A. |
Fortaleza | n.a. | 100.00% | 100.00% | 100.00% | 100.00% |
| Central Eólica Babilônia III, S.A. |
Fortaleza | n.a. | 100.00% | 100.00% | 100.00% | 100.00% |
| Central Eólica Babilônia IV, S.A. |
Fortaleza | n.a. | 100.00% | 100.00% | 100.00% | 100.00% |
| Central Eólica Babilônia V, S.A. |
Fortaleza | n.a. | 100.00% | 100.00% | 100.00% | 100.00% |
| Babilônia Holding, S.A. | São Paulo | n.a. | 100.00% | 100.00% | 0.00% | 0.00% |
| Central Eólica Baixa do Feijão I, S.A. |
São Paulo | KPMG | 51.00% | 51.00% | 51.00% | 51.00% |
| Central Eólica Baixa do Feijão II, S.A. |
São Paulo | KPMG | 51.00% | 51.00% | 51.00% | 51.00% |
| Central Eólica Baixa do Feijão III, S.A. |
São Paulo | KPMG | 51.00% | 51.00% | 51.00% | 51.00% |
| Central Eólica Baixa do Feijão IV, S.A. |
São Paulo | KPMG | 51.00% | 51.00% | 51.00% | 51.00% |
| Central Eólica JAU, S.A. | São Paulo | KPMG | 51.00% | 51.00% | 51.00% | 51.00% |
| Central Nacional de Energia Eólica, S.A. |
São Paulo | KPMG | 51.00% | 51.00% | 51.00% | 51.00% |
| Elebrás Projetos, S.A. | São Paulo | KPMG | 51.00% | 51.00% | 51.00% | 51.00% |
| South Africa: | ||||||
|---|---|---|---|---|---|---|
| EDP Renewables South Africa, Proprietary Limited |
Cape Town | n.a. | 0.00% | 0.00% | 100.00% | 100.00% |
| Dejann Trading and Investments, Proprietary Limited |
Cape Town | n.a. | 0.00% | 0.00% | 100.00% | 100.00% |
| Jouren Trading and Investments, Proprietary Limited |
Cape Town | n.a. | 0.00% | 0.00% | 100.00% | 100.00% |
The main financial indicators of the jointly controlled companies included in the consolidation under the proportionate consolidation method as at 31 December 2017, are as follows:
| COMPANY | SHARE CAPITAL | HEAD OFFICE | AUDITOR | % OF CAPITAL | % OF VOTING RIGHTS |
|---|---|---|---|---|---|
| Ceprastur, A.I.E. | € 360,607 | Oviedo | n.a. | 56.76% | 56.76% |
| Compañía Eólica Aragonesa, S.A. | € 6,701,165 | Zaragoza | KPMG | 50.00% | 50.00% |
| Desarrollos Energéticos Canarios S.A. | € 37,564 | Las Palmas | n.a. | 49.90% | 49.90% |
| Evolución 2000, S.L. | € 117,994 | Albacete | KPMG | 49.15% | 49.15% |
| Flat Rock Windpower, LLC | \$ 534,426,287 | Delaware | KPMG | 50.00% | 50.00% |
| Flat Rock Windpower II, LLC | \$ 209,647,187 | Delaware | KPMG | 50.00% | 50.00% |
| Les Eoliennes Flottantes du Golfe du Lion,S.A.S | € 40,000 | Montpellier | E&Y | 35.00% | 35.00% |
| MacColl Offshore Windfarm Limited | GBP 1 | Carfiff | n.a. | 100.00% | 76.70% |
| Moray Offshore Windfarm (East) Ltd | GBP 10,000,000 | Carfiff | KPMG | 76.70% | 76.70% |
| Stevenson Offshore Windfarm Limited | GBP 1 | Carfiff | n.a. | 100.00% | 76.70% |
| Telford Offshore Windfarm Limited | GBP 1 | Carfiff | n.a. | 100.00% | 76.70% |
The main financial indicators of the jointly controlled companies included in the consolidation under the proportionate consolidation method as at 31 December 2016, are as follows:
| COMPANY | SHARE CAPITAL | HEAD OFFICE | AUDITOR | % OF CAPITAL | % OF VOTING RIGHTS |
|---|---|---|---|---|---|
| Ceprastur, A.I.E. | € 360,607 | Oviedo | n.a. | 56.76% | 56.76% |
| Compañía Eólica Aragonesa, S.A. | € 6,701,165 | Zaragoza | KPMG | 50.00% | 50.00% |
| Desarrollos Energéticos Canarios S.A. | € 37,564 | Las Palmas | n.a. | 49.90% | 49.90% |
| Eólica de Coahuila, S. de R.L. de C.V. | \$7,189,723 | Ciudad de Mexico |
n.a. | 51,00% | 51,00% |
| Evolución 2000, S.L. | € 117,994 | Albacete | KPMG | 49.15% | 49.15% |
| Flat Rock Windpower, LLC | \$530,426,287 | Delaware | E&Y | 50.00% | 50.00% |
| Flat Rock Windpower II, LLC | \$208,647,187 | Delaware | E&Y | 50.00% | 50.00% |
| Tebar Eólica, S.A. | € 4,720,400 | Cuenca | Abante | 50.00% | 50.00% |
The Associated Companies included in the consolidation under the equity method as at 31 December 2017, are as follows:
| COMPANY | SHARE CAPITAL | HEAD OFFICE | AUDITOR | % OF CAPITAL | % OF VOTING RIGHTS |
|---|---|---|---|---|---|
| Aprofitament D'Energies Renovables de L'Ebre, S.A. |
€3,870,030 | Barcelona | Jordi Guilera Valls | 13,29% | 13,29% |
| Biomasas del Pirineo, S.A. | € 454,896 | Huesca | n.a. | 30.00% | 30.00% |
| Blue Canyon Wind Power, LLC | \$40,364,480 | Texas | PwC | 25.00% | 25.00% |
| Desarollos Eolicos de Canárias, S.A. | € 1,817,130 | Gran Canaria | KPMG | 44.75% | 44.75% |
| Éoliennes en Mer de Dieppe - Le Tréport, SAS |
€ 31,436,000 | Bois Guillaume | E&Y | 43.00% | 43.00% |
| Éoliennes en Mer Iles d'Yeu et de Noirmoutier, S.A.S. |
€ 36,376,000 | Nantes | E&Y | 43.00% | 43.00% |
| Les Eoliennes en Mer Services, S.A.S. | € 40,000 | Courbevoie | E&Y | 100.00% | 43.00% |
| Nine Kings Wind Farm LLC | - | Delaware | n.a. | 50.00% | 50.00% |
| Parque Eólico Belmonte, S.A. | € 120,400 | Madrid | E&Y | 29.90% | 29.90% |
| Parque Eólico Sierra del Madero, S.A. | €7,193,970 | Madrid | E&Y | 42.00% | 42.00% |
| Solar Siglo XXI, S.A. | € 80,000 | Ciudad Real | n.a. | 25.00% | 25.00% |
| WindPlus, S.A. | € 1,250,000 | Lisbon | PwC | 19,40% | 19,40% |
The Associated Companies included in the consolidation under the equity method as at 31 December 2016, are as follows:
| COMPANY | SHARE CAPITAL | HEAD OFFICE | AUDITOR | % OF CAPITAL | % OF VOTING RIGHTS |
|---|---|---|---|---|---|
| Aprofitament D'Energies Renovables de L'Ebre, S.A. |
€3,869,020 | Barcelona | Jordi Guilera Valls | 13,29% | 13,29% |
| Biomasas del Pirineo, S.A. | € 454,896 | Huesca | n.a. | 30.00% | 30.00% |
| Blue Canyon Wind Power, LLC | \$40,364,480 | Texas | PwC | 25.00% | 25.00% |
| Desarollos Eolicos de Canárias, S.A. | € 2.391.900 | Gran Canaria | KPMG | 44.75% | 44.75% |
| Éoliennes en Mer de Dieppe - Le Tréport, SAS |
€ 14,471,028 | Bois Guillaume | E&Y | 43.00% | 43.00% |
| Eoliennes en Mer Iles d'Yeu et de Noirmoutier, S.A.S. |
€ 17,187,000 | Nantes | E&Y | 43.00% | 43.00% |
| Les Eoliennes en Mer Services, S.A.S. | € 40,000 | Courbevoie | E&Y | 100.00% | 43.00% |
| Parque Eólico Belmonte, S.A. | € 120,400 | Madrid | E&Y | 29.90% | 29.90% |
| Parque Eólico Sierra del Madero, S.A. | €7,194,021 | Madrid | E&Y | 42.00% | 42.00% |
| Solar Siglo XXI, S.A. | € 80,000 | Ciudad Real | n.a. | 25.00% | 25.00% |
| WindPlus, S.A. | € 1,250,000 | Lisbon | PwC | 19,40% | 19,40% |
(*) Balances related to the company Inch Cape Offshore Limited were reclassified to assets held for sale as of December 31, 2016
The summarised financial information for subsidiaries with significantl non-controlling interests as at 31 December 2017, are as follows:
| THOUSAND EUROS | 2007 VENTO II, LLC | 2008 VENTO III, LLC |
EÓLICA DE COAHUILA S.A |
EDP RENEWABLES FRANCE S.A.S. |
EDP RENOVAVEIS PORTUGAL S.A. |
|---|---|---|---|---|---|
| Non-Current Assets | 458,666 | 544,654 | 295,829 | 210,586 | 479,706 |
| Current Assets | - | - | 37,491 | 12,954 | - |
| Non-Current Liabilities | 197,192 | 93,207 | 251,263 | 36,741 | 74,596 |
| Current Liabilities | - | - | 50,149 | 41,744 | 283,611 |
| Revenues | - | - | 31,673 | 25,876 | 138,418 |
| Net profit for the year | 17,008 | 15,554 | 1,127 | 3,784 | 28,257 |
| Dividends paid to | - | - | - | - | 19,600 |
| Non-controlling interests |
| THOUSAND EUROS | 2014 VENTO XI, LLC | 2015 VENTO XIII, LLC |
EDPR PARTICIPACIONES, S.L.U. |
EDP RENEWABLES POLSKA HOLDCO, S.A. |
EDP RENEWABLES ITALIA, S.R.L. |
|---|---|---|---|---|---|
| Non-Current Assets | 256,919 | 286,237 | 351,867 | 248,767 | 158,287 |
| Current Assets | - | - | - | - | 19,542 |
| Non-Current Liabilities | 142,144 | 183,478 | 83,961 | 16,587 | 70,360 |
| Current Liabilities | - | 2 | 309 | 19,132 | 52,403 |
| Revenues | - | - | 0 | -26 | 15,493 |
| Net profit for the year | 4,316 | 6,223 | -55 | -779 | 830 |
| Dividends paid to Non-controlling interests |
- | - | 9,095 | - | - |
The summarised financial information for subsidiaries with significant non-controlling interests as at 31 December 2016, are as follows:
| THOUSAND EUROS | 2007 VENTO II, LLC | 2008 VENTO III, LLC | 2014 VENTO XI, LLC | EDP RENOVAVEIS FRANCE S.A.S. |
EDP RENOVAVEIS PORTUGAL S.A. |
|---|---|---|---|---|---|
| Non-Current Assets | 581,868 | 679,028 | 310,763 | 217,868 | 489,993 |
| Current Assets | - | - | - | 9,702 | 32,064 |
| Non-Current Liabilities | 320,108 | 198,072 | 171,254 | 42,852 | 86,504 |
| Current Liabilities | - | - | - | 47,962 | 302,498 |
| Revenues | - | - | - | 26,543 | 142,160 |
| Net profit for the year | 15,630 | 12,854 | 3,063 | 992 | 28,953 |
| Dividends paid to Non-controlling interests |
- | - | - | - | 24,790 |
| THOUSAND EUROS | 2015 VENTO XIV, LLC |
2015 VENTO XIII, LLC |
EDPR PARTICIPACIONES, S.L.U |
EDP RENEWABLES POLSKA HOLDCO, S.A. |
EDP RENEWABLES ITALIA, S.R.L. |
|---|---|---|---|---|---|
| Non-Current Assets | 311,230 | 348,595 | 351,424 | 233,997 | 167,147 |
| Current Assets | - | - | 2,293 | 79 | 8,778 |
| Non-Current Liabilities | 220,808 | 214,573 | 89,561 | 15,562 | 79,743 |
| Current Liabilities | - | 1 | 575 | 16,865 | 46,133 |
| Revenues | - | - | - | - | 15,933 |
| Net profit for the year | 1,258 | 1,241 | -107 | -1,393 | 789 |
| Dividends paid to Non-controlling interests |
- | - | 8,506 | - | - |
| THOUSAND EUROS | ||||||
|---|---|---|---|---|---|---|
| EUROPE | NORTH AMERICA |
BRAZIL | SEGMENTS TOTAL |
|||
| Revenues | 943,217 | 598,220 | 62,809 | 1,604,246 | ||
| Income from institutional partnerships in U.S. wind farms | - | 225,568 | - | 225,568 | ||
| 943,217 | 823,788 | 62,809 | 1,829,814 | |||
| Other operating income | 65,858 | 22,109 | 6,539 | 94,506 | ||
| Supplies and services | -166,518 | -155,882 | -9,186 | -331,586 | ||
| Personnel costs and Employee benefits expenses | -29,793 | -50,125 | -2,138 | -82,056 | ||
| Other operating expenses | -84,172 | -41,314 | -1,721 | -127,207 | ||
| -214,625 | -225,212 | -6,506 | -446,343 | |||
| Gross operating profit | 728,592 | 598,576 | 56,303 | 1,383,471 | ||
| Provisions | -175 | 367 | -7 | 185 | ||
| Amortisation and impairment | -291,397 | -258,881 | -10,248 | -560,526 | ||
| Operating profit | 437,020 | 340,062 | 46,048 | 823,130 | ||
| Share of profit of associates | 3,018 | 1,862 | - | 4,880 | ||
| Assets | 6,670,632 | 7,868,015 | 428,356 | 14,967,003 | ||
| Liabilities | 350,161 | 920,340 | 21,980 | 1,292,481 | ||
| Operating Investment | 149,995 | 707,874 | 192,246 | 1,050,115 | ||
Note: The Segment "Europe" includes: i) revenues in the amount of 396,847 thousands of Euros from Spanish companies; ii) assets from Spanish companies in the amount of 2,336,452 thousands of Euros.
<-- PDF CHUNK SEPARATOR -->
| THOUSAND EUROS | |
|---|---|
| Revenues of the Reported Segments | 1,604,246 |
| Revenues of Other Segments | 21,991 |
| Elimination of intra-segment transactions | -24,618 |
| Revenues of the EDPR Group | 1,601,619 |
| Gross operating profit of the Reported Segments | 1,383,471 |
| Gross operating profit of Other Segments | -17,374 |
| Elimination of intra-segment transactions | 221 |
| Gross operating profit of the EDPR Group | 1,366,318 |
| Operating profit of the Reported Segments Operating profit of Other Segments |
823,130 -17,815 |
| Elimination of intra-segment transactions | -2,178 |
| Operating profit of the EDPR Group | 803,137 |
| Assets of the Reported Segments | 14,967,003 |
| Not Allocated Assets | 1,120,518 |
| Financial Assets | 742,910 |
| Tax assets | 136,620 |
| Debtors and other assets | 240,988 |
| Assets of Other Segments | - |
| Elimination of intra-segment transactions | 136,282 |
| Assets of the EDPR Group | 16,223,803 |
| Investments in joint ventures and associates | 303,518 |
| Liabilities of the Reported Segments | 1,292,481 |
| Not Allocated Liabilities | 5,846,544 |
| Financial Liabilities | 3,236,963 |
| Institutional partnerships in U,S, wind farms | 2,163,722 |
| Tax liabilities | 445,866 |
| Payables and other liabilities | -7 |
| Liabilities of Other Segments | 1 |
| Elimination of intra-segment transactions | 1,189,625 |
| Liabilities of the EDPR Group | 8,328,651 |
| Operating Investment of the Reported Segments | 1,050,115 |
| Operating Investment of Other Segments Operating Investment of the EDPR Group |
983 1,051,098 |
| THOUSAND EUROS | TOTAL OF THE REPORTED SEGMENTS |
OTHER SEGMENTS | ELIMINATION OF INTRA-SEGMENT TRANSACTIONS |
TOTAL OF THE EDPR GROUP |
|---|---|---|---|---|
| Income from institutional partnerships in U.S. wind farms | 225,568 | - | - | 225,568 |
| Other operating income | 94,506 | 469 | -35 | 94,940 |
| Supplies and services | -331,586 | -18,642 | 23,342 | -326,886 |
| Personnel costs and Employee benefits expenses | -82,056 | -17,444 | -1,261 | -100,761 |
| Other operating expenses | -127,207 | -3,747 | 2,792 | -128,162 |
| Provisions | 185 | - | -1 | 184 |
| Amortisation and impairment | -560,526 | -441 | -2,398 | -563,365 |
| Share of profit of associates | 4,880 | - | -2,172 | 2,708 |
| THOUSAND EUROS | EUROPE | NORTH AMERICA |
BRAZIL | SEGMENTS TOTAL |
|---|---|---|---|---|
| Revenues | 913,005 | 507,639 | 34,378 | 1,455,022 |
| Income from institutional partnerships in U.S. wind farms | - | 197,544 | - | 197,544 |
| 913,005 | 705,183 | 34,378 | 1,652,566 | |
| Other operating income | 34,620 | 23,226 | 1,534 | 59,380 |
| Supplies and services | -161,985 | -139,492 | -7,325 | -308,802 |
| Personnel costs and Employee benefits expenses | -30,335 | -43,875 | -2,080 | -76,290 |
| Other operating expenses | -88,834 | -43,510 | -1,438 | -133,782 |
| -246,534 | -203,651 | -9,309 | -459,494 | |
| Gross operating profit | 666,471 | 501,532 | 25,069 | 1,193,072 |
| Provisions | -4,795 | 90 | - | -4,705 |
| Amortisation and impairment | -301,888 | -289,130 | -7,988 | -599,006 |
| Operating profit | 359,788 | 212,492 | 17,081 | 589,361 |
| Share of profit of associates | 1,748 | 533 | - | 2,281 |
| Assets | 6,823,683 | 8,127,174 | 288,955 | 15,239,812 |
| Liabilities | 341,094 | 1,139,762 | 7,272 | 1,488,128 |
| Operating Investment | 131,590 | 840,930 | 56,764 | 1,029,284 |
Note: The Segment "Europe" includes: i) revenues in the amount of 377,244 thousands of Euros from Spanish companies; ii) assets from Spanish companies in the amount of 2,990,438 thousands of Euros.
| THOUSAND EUROS | |
|---|---|
| Revenues of the Reported Segments | 1,455,022 |
| Revenues of Other Segments | 18,289 |
| Elimination of intra-segment transactions | -20,097 |
| Revenues of the EDPR Group | 1,453,214 |
| Gross operating profit of the Reported Segments | 1,193,072 |
| Gross operating profit of Other Segments | -15,893 |
| Elimination of intra-segment transactions | -6,228 |
| Gross operating profit of the EDPR Group | 1,170,951 |
| Operating profit of the Reported Segments Operating profit of Other Segments |
589,361 -16,566 |
| Elimination of intra-segment transactions | -8,836 |
| Operating profit of the EDPR Group | 563,959 |
| Assets of the Reported Segments | 15,239,812 |
| Not Allocated Assets | 1,415,622 |
| Financial Assets | 997,571 |
| Tax assets | 153,475 |
| Debtors and other assets | 264,576 |
| Assets of Other Segments | 25,312 |
| Elimination of intra-segment transactions | 53,723 |
| Assets of the EDPR Group | 16,734,469 |
| Investments in joint ventures and associates | 340,120 |
| Liabilities of the Reported Segments | 1,488,128 |
| Not Allocated Liabilities | 7,092,908 |
| Financial Liabilities | 3,406,069 |
| Institutional partnerships in U,S, wind farms | 2,339,425 |
| Tax liabilities | 453,532 |
| Payables and other liabilities | 893,882 |
| Liabilities of Other Segments | 15,023 |
| Elimination of intra-segment transactions | 565,396 |
| Liabilities of the EDPR Group | 9,161,455 |
| Operating Investment of the Reported Segments | 1,029,284 |
| Operating Investment of Other Segments | 77 |
| Operating Investment of the EDPR Group | 1,029,361 |
| THOUSAND EUROS | TOTAL OF THE REPORTED SEGMENTS |
OTHER SEGMENTS | ELIMINATION OF INTRA SEGMENT TRANSACTIONS |
TOTAL OF THE EDPR GROUP |
|---|---|---|---|---|
| Other operating income | 59,380 | 1,495 | -7,123 | 53,752 |
| Supplies and services | -308,802 | -16,441 | 20,503 | -304,740 |
| Personnel costs and Employee benefits expenses | -76,290 | -17,604 | - | -93,894 |
| Other operating expenses | -133,782 | -1,631 | 488 | -134,925 |
| Provisions | -4,705 | - | - | -4,705 |
| Amortisation and impairment | -599,006 | -673 | -2,608 | -602,287 |
| Share of profit of associates | 2,281 | - | -2,466 | -185 |

96 The following Notes form an integral part of these Consolidated Annual Accounts



| EDP Renovaveis in Brief | |
|---|---|
| Vision, Mission, Values and Commitments | |
| World Presence | |
| Business Description | 1 |
| Stakeholder Focus | 1 |
| Sustainability Roadmap | 1 |
| 2017 in Review | |
| Key Metrics Summary | 1 |
| Share Performance | 1 |
| Organization | |
| Shareholders | 1 |
| Governance Model | 2 |
| Organization Structure | 2 |



1.1.1. VISION, MISSION, VALUES AND COMMITMENTS

A global energy, renewable company, leader in value, creation, innovation and sustainability.

through behaviour and attitude of our people.
of shareholders, employees, customers, suppliers and other stakeholders.
in the way we perform.
to create value in our areas of operation.
aimed at the quality of life for current and future generations.

Aim to be a long-term market leader in the renewable energy sector, pursuing credibility through safety, value creation, social responsibility, innovation, and respect for the environment.
EDPR is a market leader with top quality assets in 12 countries, managing a global portfolio of 11.0 GW of installed capacity, 828 MW under construction and much more in pipeline development, employing 1,220 employees.
Employees


Our renewable energy business grossly comprises the development, construction and operation of wind farms and solar plants to generate and deliver clean electricity.

Search for sites with top-class wind conditions or irradiance resource and analyse grid connection feasibility.
Engage with local public authorities to secure environmental, construction, operating and other licenses.
Build access roads, prepare foundations, assemble wind turbines or solar panels, construct substation.
Monitor real-time operational data, analyse performance and identify opportunities for improvement.
Contact local landowners and negotiate leasing agreement.
Evaluate potential operational and financial risks and find appropriate finance to the project.
Celebrate the benefits of renewable energy with local communities, authorities and other stakeholders.
Keep availability figures at the highest level possible and minimise failure rates.
Install meteorogical equipment to collect and study wind profile and solar radiance.
Optimize the layout of the farm and select the best fit of equipment model based on the site characteristics.
Complete grid connection and start to generate renewable electricity.
A better energy, a better future, a better world!
EDPR has a strong commitment in engaging with all its stakeholders. Based on the group's policies, the company aims to be innovative and forward-looking in the way it manages its relationships with employees, suppliers, local communities, investors, media, financial institutions and others. The following image represents the Stakeholders Groups allocated to the four categories:

EDPR follows four commitments when interacting with the stakeholders: Comprehend, Communicate, Collaborate and Trust. These belong to a comprehensive plan that involves all business areas and uses cross-functional tools.
| COMPREHEND | COMMUNICATE |
|---|---|
| Include, identify and prioritize: | Inform, listen and respond: |
| EDPR regularly identifies the stakeholders that influence the company and works to analyze and understand their expectations and interests in the decisions that directly impact them. |
Committed in promoting a two-way dialogue with stakeholders through information and consulting initiatives is part of a EDPR's objective. This can be attainable by listening, informing and responding to stakeholders in a consistent, clear, rigorous and transparent manner, resulting in a strong, meaningful and lasting relationship. |
| COLLABORATE | TRUST |
| Integrate, share, cooperate and report: | Transparency, integrity, respect and ethics: |
| EDPR aims to collaborate with stakeholders by building strategic partnerships that aggregate and disperse knowledge, skills and tools. These will promote the creation of shared value in a differentiating way. |
One of the company's beliefs is the importance of a trustworthy relationship with the stakeholders in establishing stable, long-term relationships. These relationships with the stakeholders are based on values |
like transparency, integrity and mutual respect.
The governance of this methodology is institutionalized through the two main groups: Stakeholder Steering Committee and Working Group, followed by a system: CRM. The Stakeholder Steering Committee and Working Group include an heterogeneous group of members from different areas of the company. The first cluster is composed with leaders in touch with each Stakeholder group and with a more strategic view. This group was created to establish the Stakeholders Management Plan, monitor progress and evaluate results. While the second cluster, is in charge of enacting the committee's plans, make the ideas operational and impactful. The inclusion of a digital tool (CRM) in this plan, has the objective to facilitate deployment, internal knowledge-sharing and follow-up, as well as monitoring.

The communication channels play a key role in managing the relations with the stakeholders. To ensure continuous dialogue and a close relationship with them, EDPR uses the most effective channels to identify and manage expectations, minimizing and ensuring better control of the risks allocated to each stakeholder group. To clarify, EDPR has enumerated the main channels of each group of the four main categories.
| Financial Entities | Website, Quarterly & annual Reports and Presentations Meetings & Inquiries |
|---|---|
| Competitors | Website, Events & Conferences |
| Investor & shareholders | Website, Quarterly & annual Reports and Presentations. Meetings, Investor Day & Roadshows Inquiries |
| VALUE CHAIN | |
| Employees & Unions | Employees internal communications & surveys Intranet, Magazine, Newsletter, HR App & Corporate TV Annual Meeting, Training & Surveys |
| Meetings, emails Surveys & Inquines |
|
| Suppliers Scientific Community |
Corporate Social Responsability Programs Meetings & Events |
| NGOS | Corporate Social Responsibility Events, Meetings & Events | |
|---|---|---|
| Local presence, meetings, Sponsorships | ||
| Visits to the wind-farms & Inaugurations | ||
| Local Communities | Website, Conferences | |
| Meetings | ||
| Surveys & Inquiries | ||
| Municipalities | Events & Corporate Social Responsibility Events | |
| Media & Opinion | ||
| Leaders | Meetings & Events Website, Conferences |
| Interactions, Events & meetings (with Regulators & Tax Authorities ) |
|---|
| Interactions, Events & meetings |
| Interactions, Events & meetings |
The communication channels are the center of stakeholder management, by allocating to each group a specific and tailored communication channel, alongside with the results of the Stakeholders Global Survey, EDPR can effectively identify perceptions, expectations, value drivers and behaviors of each stakeholders. This way, the company can keep improving each year in order to reach a better communication relationship between the stakeholder groups. Through these channels, EDPR has registered 29 complains during 2017 regarding society impacts, most of them related to possible interferences with TV signal in France. All of them with related cost corrective actions valuated in ¼7k.
This year, EDPR completed a Stakeholder Management Plan cycle with the possibility of comparing results regarding the previous year. This comparison of the performance and the monitoring evolution provided a developed perspective on stakeholder management, as well as on medium-term planning and policies. Furthermore, the accomplishment of the cycle provided essential information to drew up renewed and improved guidelines for stakeholder value management of the following year.

At a global level, Sustainability is framed by 17 Sustainable Development Goals defined by the United Nations for the 2015-2030 horizon. In the development of its commitments, EDPR will guide its contributions by 2030 in eight of the seventeen Sustainable Develoment Goals.
EDPR, as a renewable energy company, creates great expectations in its stakeholders about Sustainability. Responding to these expectations and aligned with EDPR's contribution to the SDGs, the company keeps committed to excel in all three pillars of Sustainability namely the economic, the environmental and the social - defining a


strategy of best practices. Following a culture of continuous improvement, 10 Sustainability goals were defined within the 2016-2020 Business Plan.
This roadmap brings together the three sustainability pillars and is laid down in 10 different areas: Operational
growth, Risk controlling, Economic value creation, Environment, Value circle, People, Governance, Stakeholder Engagement, Innovation and Society. Defined goals make performance measurable to help drive the company as a growing leader in value creation, innovation and sustainability.
| Sustainability Roadmap Indicators (2016-20) |
Execution 2016 - 2017 |
|---|---|
| • Installed capacity:700 MW /year • Avoided CO2:+10% (CAGR vs.2015-20) • < 1% emitted / avoided CO2 |
• Increased 685 MW average • Avoided CO2:+9% (CAGR vs. 2015-17) • 0.1% emitted / avoided CO2 |
| • EBITDA: +8% (CAGR vs. 2015-20) • Net Profit: +16% (CAGR vs. 2015-20) • Core OPEX/MW: -1% (CAGR vs. 2015-20) |
• Adj. EBITDA1: +12% (CAGR vs. 2015-17) • Adj. Net Profit1: +45% (CAGR vs. 2015-17) • Core OPEX/Avg. MW: -3% (CAGR vs. 2015-17) |
| • 100% Certified MWs (ISO 14001) • 100% of critical suppliers with environmental management system (EMS) |
• 91% Certified MWs (ISO 14001) based on 2016 Installed Capacity • 83% critical suppliers with EMS |
| • Maintain hazardous wastes and used water per GWh ratios aligned with previous years • >90% hazardous wastes recovered |
• 31.6 Kg./GWh and 0.51 l/MWh in 2017 • 98% hazardous wastes recovered in 2017 (excluding accidents) |
| • 100% Certified MWs (OHSAS 18001) • 100% of critical suppliers with H&S management system • Zero accidents mind-set |
• 91% Certified MWs (OHSAS 18001) • 88% of critical suppliers with H&S management system • Zero accidents mind-set |
| • Zero tolerance for unethical behaviors | • One communication to the Ethics Ombudsman2 |
| • Stakeholders Plan development in all geographies | • Stakeholders execution plan in Spain |
| • c. €10 million investments (incl. energy storage and offshore structures) |
• c. €2 million investment in 2016-2017 |
| • >80% of employees in trainning activities • >40% of employees in volunteering activities |
• 99% of employees received trainning in 2017 • 33% of employees participated in volunteering activities |
| • c. €2.5 million investment | • c. €1.2 million investment in 2016-2017 |
1 EBITDA and Net Profit adjusted by non-recurrent events: 2015 Adj. EBITDA: €1.0 billion; 2015 Adj. Net Profit: €108 million; 2016 Adj. EBITDA: €1.2 billion; 2016 Adj. Net Profit: €104 million; 2017 Adj. EBITDA: €1.3 billion; 2017 Adj. Net Profit: €226 million. Adj. Net Profit CAGR would be equivalent to 16% without asset life extension adjustment effective since January 2017.
2 In 2017 there was one communication to the Ethics Ombudsman through the Ethics Channel. However, it was decided to reject this claim as it was not considered as an issue related to the Code of Ethics.



EDPR has 872.3 million shares listed and admitted to trading in NYSE Euronext Lisbon. On December 29th, 2017 EDPR had a market capitalization of ¼6.1 billion, above the ¼5.3 billion at previous year-end, and equivalent to €6.97 per share. In 2017 total shareholder return was +16%, considering the dividend paid on May 8th of €0.05 per share.


| EDPR IN CAPITAL MARKETS | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Opening price (€) | 6.04 | 7.25 | 5.404 | 3.86 | 3.99 |
| Minimum price (€) | 5.71 | 5.70 | 5.3 | 3.87 | 3.58 |
| Maximum price (€) | 7.20 | 7.28 | 7.25 | 5.7 | 4.36 |
| Closing price (€) | 6.97 | 6.04 | 7.25 | 5.4 | 3.86 |
| Market capitalization (€ million) | 6,077 | 5,265 | 6,324 | 4,714 | 3,368 |
| Total traded volume: Listed & OTC (million) | 421.94 | 291.07 | 289.22 | 396.84 | 448.15 |
| …of which in Euronext Lisbon (million) | 101.63 | 103.50 | 109.67 | 149.48 | 200.29 |
| Average daily volume (million) | 1.65 | 1.13 | 1.13 | 1.56 | 1.76 |
| Turnover (€ million) | 2,744.04 | 1,828.34 | 1,824.08 | 1,976.41 | 1,759.20 |
| Average daily turnover (€ million) | 10.76 | 7.11 | 7.13 | 7.75 | 6.9 |
| Rotation of capital (% of total shares) | 48% | 32% | 33% | 46% | 51% |
| Rotation of capital (% of floating shares) | 215% | 141% | 148% | 205% | 229% |
| Share price performance | 15% | -17% | 34% | 40% | -3% |
| Total shareholder return | 16% | -16% | 35% | 41% | -2% |
| PSI 20 | 15% | -12% | +11% | -27% | +16% |
| Down Jones Eurostoxx Utilities | 16% | -8% | -5% | +12% | +9% |

1 Spanish interim regulatory revision for wind energy assets, 22-Feb 13 EDPR established new Tax Equity structure in the US, 18-Jul
EDPR total share capital is, since its initial public offering (IPO) in June 2008, composed of 872,308,162 shares issued with a nominal value of five euros each, fully paid. All these shares are part of a single class and series and are admitted to trading on the NYSE Euronext Lisbon regulated market.
The majority of the company's share capital is owned by EDP Group, holding 82.6% of the share capital and voting rights, since the General and Voluntary Public Tender Offer closed in August 2017, where EDP Group acquired 5.03% of EDPR's share capital and voting rights. EDP Group is a vertically integrated utility company, the largest generator, distributor and supplier of electricity in Portugal, has significant operations in electricity and gas in Spain and is one of the largest private generation group in Brazil through its stake in Energias do Brasil. In the Iberian Peninsula, EDP is the third largest electricity generation company and one of the largest distributors of electricity. EDP has a relevant presence in the world energy outlook, being present in 14 countries and close to 12,000 employees around the world. In 2017, EDP had an installed capacity of 26.8 GW, generating 70 TWh, of which 39% come from wind. EDP is part of sustainability indexes (DJSI World and Europe), following its performance in the economic, social and environmental dimensions. Its holding company, EDP SA, is a listed company whose ordinary shares are traded in the NYSE Euronext Lisbon since its privatization in 1997.
Besides the qualified shareholding of EDP Group, MFS Investment Management - an American-based global investment manager formerly known as Massachusetts Financial Services - communicated to CNMV in September 2013 an indirect qualified position, as collective investment institution, of 3.1% in EDPR share capital and voting rights.
EDPR has an international base of investors. Excluding EDP Group, EDPR shareholders comprise more than 33,500 institutional and private investors spread worldwide. Institutional investors represent about 99% of EDPR investor base (ex-EDP Group), while the remaining 1% stand private investors, most of whom are resident in Portugal. Within institutional investors, investment funds are the major type of investor, followed by sustainable and responsible funds (SRI). EDPR is a member of several financial indexes that aggregate top performing companies for sustainability and corporate social responsibility.
EDPR shareholders are spread across 21 countries, being United States the most representative country, accounting for 32% of EDPR shareholder base (ex-EDP Group), followed by United Kingdom, Australia, France, Netherlands, Norway and Portugal. In Rest of Europe the most representative countries are Belgium, Switzerland and Sweden.



Corporate governance is about promoting corporate fairness, transparency and accountability. EDPR's corporate governance structure specifies the shareholders, board of directors, managers and other stakeholders' rights and responsibilities and spells out the rules and procedures for making decisions on corporate affairs. It also incorporates the organization's strategic response to risk management.
The corporate governance structure adopted is the one in effect in Spain. It comprises a General Meeting of Shareholders and a Board of Directors that represents and manages the company. As required by the law and established in the company's articles of association, the Board of Directors has set up four specialized committees. These are the Executive Committee, the Audit and Control Committee, the Nominations and Remunerations Committee and the Committee on Related-Party Transactions.

General Shareholders' Meeting is the body where the shareholders participate, it has the power to deliberate and adopt decisions, by majority, on matters reserved by the law or the articles of association.

António Mexia Chairman

João Manso Neto Vice-Chairman and CEO

General Secretary

Duarte Bello COO Europe & Brazil

João Paulo Costeira COO Offshore & CDO

Miguel Angel Prado COO North America

Nuno Alves

João Lopes Raimundo João de Mello Franco Jorge Santos





Gilles August Francisco da Costa Acácio Piloto

José Ferreira Machado Manuel Menéndez Chairman

Francisca Guedes de Oliveira

Executive Committee Audit and Control Committee


Nominations and Remunerations Committee Related-Party Transactions Committee Independent Member



EDPR's BoD shall consist of no less than 5 and no more than 17 Directors, including a Chairperson. Currently it is composed by 17 board members, out of which 10 are independent. BoD members are elected for 3 years period and may be re-elected for equal periods.
EDPR's BoD has the broadest power for the administration, management and governance of the company, with no limitations other than the responsibilities expressly and exclusively invested in the General Shareholders Meeting, in the company's articles of association or in the applicable law. Its members must meet at least 4 times a year, preferably once a quarter. Nonetheless, the Chairperson, on his own initiative or that of 3 Directors, shall convene a meeting whenever he deems fit for the company's interests.
EDPR's Executive Committee (EC) is composed by four members, including the Chief Executive Officer (CEO). The CEO, João Manso Neto, is empowered to ensure the daily management of the business and to coordinate the implementation of the BoD decisions and the Corporate and General Management functions, partially assigning those to the other executive officers.
In 2017, EDPR approved the new composition and areas of responsibility of the Executive Committee in order to address the challenges faced by the Company, namely the fulfillment of the Business Plan targets and the increased importance of Offshore Wind business. As part of these organizational restructuration, it was agreed to appoint João Paulo Costeira as Chief Operating Officer Offshore ("COO Offshore") and Chief Development Officer ("CDO") of EDPR.
Likewise, the Board of Directors approved the proposal from the Nominations and Remunerations Committee for the appointment of both Duarte Bello and Miguel Angel Prado as members of EDPR's Executive Committee, and for their appointments as Joint Directors and as Chief Operating Officer of Europe & Brazil and Chief Operating Officer of North America respectively.
The COO of Offshore, COO of Europe & Brazil and the COO of North America coordinate their platforms by developing, establishing and implementing the strategic plan for the renewable energy business in their respective platforms, in accordance with the guidelines set by the BOD. They are also responsible for planning, organizing and managing resources, controlling, measuring and improving the management of projects and subsidiary companies to achieve expected results to make EDPR a leader in the renewable energy sector in their respective platforms.
In addition to EC referred above, EDPR governance model contemplates permanent bodies, integrated all by independent members, with an informative, advisory and supervisory tasks independently from the BoD, such as:

EDPR governance model is reinforced by an incentive structure with transparent remuneration through variable remuneration based on key performance indicators.
The graphic below describes the remuneration policy. For further information on the remuneration policy refer to the Corporate Governance section.

Note: For COOs, KPIs have a weight of 80% and 68% for the calculation of the annual and multiannual variable compensation respectively. The remaining 20% and 32% are calculated based on a qualitative evaluation of the CEO about the annual performance.
For further detailed information regarding the responsibilities and roles of the different social bodies, as well as 2017 activity, please refer to the Corporate Governance section, at the end of this report. The company also posts its up-todate articles of association and regulations at www.edpr.com.
EDPR is organized around four main elements: a corporate center at the Holding and three business areas – Onshore Europe & Brazil, Onshore North America and Offshore platform.
Within EDPR Europe & Brazil platform, there are different business units, one for each of the countries where the company operates, namely Spain, Portugal, France/Belgium, Italy, Poland, Romania and finally Brazil.
Similarly, in the EDPR North America platform, there are three business units, that represent the operational regions in the continent: West, Central (includes Mexico) and East (includes Canada).
Finally, EDPR's Offshore business area is dedicated to Wind Offshore projects, namely projects in UK and France.
| GORDORATE HOLDING | ||||
|---|---|---|---|---|
| EUROPE & BRAZIL | NORTH AMERICA | OFFSHORE | ||
| Spain Portugal | Reform | US West US Central US East | ||
| Polland | Bearil |
The model is designed with several principles in mind to ensure optimal efficiency and value creation.
| Accountability alignment |
Critical KPIs and span of control are aligned at project, country, platform and holding level to ensure accountability tracking and to take advantage of complementarities derived from end-to-end process vision. |
|---|---|
| Client-service | Corporate areas function as competence support centers and are internal service providers to all business units for all geographical non-specific needs. Business priorities and needs are defined by local businesses and best practices are defined and distributed by corporate units. |
| Lean organization | Execution of activities at holding level are held only when significant value is derived, coherently with defined EDPR holding role. |
| Collegial decision making |
Ensures proper counter-balance dynamics to ensure multiple-perspective challenge across functions. |
| Clear and transparent | Platforms organizational models remain similar to allow for: x Easy coordination, vertically (holding-platforms) and horizontally (across platforms); Scalability and replicability to ensure efficient integration of future growth. x |
EDPR Holding seizes value creation, through the dissemination of best practices in the organization and the standardization of corporate processes to the platforms and the business units to improve efficiency. Its internal coordination model and interface with EDP group impacts both the company's processes (activities performed, processes steps, inputs and outputs, and decision-making mechanisms) and the company's structure, with an alignment of functions and responsibilities with the processes configuration.
The EDPR Holding structure was designed to accomplish two fundamental roles: Strategic Management and Transversal Operation.
Strategic Management covers to a) adopt a coordination model within the group, supporting the Executive Committee in the definition and control of the strategy policies and objectives; b) define specific strategic initiatives; c) review the accomplishment of the company's business plan; d) define transversal policies, rules and procedures; e) control key performance indicators.
Transversal Operation deals to i) ensure the alignment of all the platforms with the defined strategy; ii) capture synergies and optimize support processes; and iii) systematically and progressively concentrate supporting activities in shared service business units with the group.
Ethical behaviour is absolutely essential for the functioning of the economy. EDPR recognizes its importance and complexity, and is committed to address ethics and its compliance. But is employees' responsibility to comply with ethical obligations.
Ethics are the cornerstone of EDPR strategy, to the extent that EDPR has a Code of Ethics and an Anti-Corruption regulation that go beyond just defining the company principles to be adopted, but also how employees and any other service provider working on behalf of EDPR should behave when dealing with the company stakeholders. The Code of Ethics has its own regulation that defines a process and channels to report any potential incident or doubt on the application of the code. The Ethics Ombudsman is behind this communication channel, and to analyze and present to the Ethics Committee any potential ethical problem. The code is communicated and distributed to all employees and interested parties, and complemented with tailored training sessions.
EDPR's Code of Ethics applies to all company employees, regardless of their position in the organization and working location, and they all must comply with. Our suppliers should be aligned with the spirit of our Code of Ethics, and this is reflected in our procurement policies. The Ethics Ombudsman plays an essential role in the ethics process. He guarantees impartiality and objectivity in registering and documenting all complaints of ethical nature submitted to him. He monitors their progress and ensures that the identity of the complainants remains confidential, while entering into contact with them whenever appropriate, until the case is closed.

In 2017 there was one communication to the Ethics Ombudsman through the Ethics Channel. However, it was decided to reject this claim as it was not considered as an issue related to the Code of Ethics.
The Code of Ethics has been widely circulated among employees of the Group through internal communications mechanisms, individual shipments, delivery to new employees, and intranet publishing. The Code of Ethics is also attached to the labour agreements of the new hires to their written acknowledgement when they join the Company. Likewise, in the Welcome Presentation organized every year for the new hires of EDPR, it is also explained the main contents of these documents, as well as the Ethics Channel existence and functioning. This information is also published on the Intranet and website of the Company.
There is a strong commitment by the Company in relation to the dissemination and promotion of compliance with the Code available to all employees through training, questionnaires, and open discussions of the findings. To this extent, from March to December 2016, EDP offered an online Ethics training ("Ética EDP") available to all employees of both Europe/Brazil and North America platforms. This course achieved a major participation of around 900 EDPR employees. This type of training will be performed periodically.
In order to ensure compliance with the standards of Anti-Corruption Regulation in all geographies where EDPR operates, the Company has developed an Anti-Corruption Policy of application to all EDPR Group, which was approved by its Board of Directors on December, 2014, and updated in 2017.
This Anti-Corruption Policy implies a series of procedures regarding the relationships of EDPR employees with external parties, namely the approval of certain actions regarding hospitality to and from external parties, charitable donations, and sponsorships. The Anti-Corruption Policy is available at the Company's website and intranet, and it is also attached to the labour agreements of the new hires to their written acknowledgement when they join the Company. Likewise, in the Welcome Presentation, the main contents of these documents and its functioning are also explained.
In addition, EDPR has no knowledge of any contingencies related to environment, labour practices or human rights.
At EDPR, from 1,220 employees, 20% were covered by collective bargaining agreements. Collective bargaining agreements apply to all employees working under an employment relationship with some companies of EDPR group, regardless of the type of contract, the professional group into which they are classified, their occupation or job. However, matters relating to the corporate organization itself, the laws of each country or even usage and custom in each country result in certain groups being expressly excluded from the scope of collective bargaining agreements.
The collective bargaining agreements that are applied at EDPR are usually negotiated at state level or regional level, and EDPR may be just one of the players among other leading sectorial companies in the negotiation with employees' representatives, and in some cases, governmental representatives. In Portugal and Brazil, EDP negotiates its own agreements with employees, and those apply to all employee working for companies of the group, including EDPR.
During the last years, EDPR has performed different benchmark analysis of the benefits stated at the different collective bargaining agreements that apply to our employees, comparing them against the benefits offered by the company and, in general terms, the company offers a more competitive benefits package compared to what is stated in the collective bargaining agreement.
| Business Environment | |
|---|---|
| Renewable Energy: a response to climate change | 31 |
| The Evolution of Renewables around the World in 2017 | 33 |
| Supportive Policy Instruments | 34 |
| Regulation Overview | 35 |
| Corporate Renewables PPAs; A New Framework on the Road | 41 |
| Business Plan | 42 |
| Selective Growth | 43 |
| Operational Excellence | 45 |
| Self-funding Model | 47 |
| Risk Management |




The Earth's climate has been changing at an unprecedented scale in the last century. The fifth Intergovernmental Panel on Climate Change report states that the current warming trend can be largely attributed to human activity with a probability higher than 95%. The World Meteorological Organization confirmed in January 2018 that the last three years were the warmest ones on record: 2016 holds the global record, whilst 2017 was the warmest year without the El Niño effect and was followed by extreme weather around the world.
As it stands, the world is on track to massively miss the goals set forth in the Paris Agreement, with around 1.1° C of global average temperature rise1 already witnessed since the pre-industrial era. To remain within the Paris Agreement boundaries, the world can only afford around 0.4° C to 0.9° C of additional average warming. Current country pledges, also known as "Nationally Determined Contributions" (NDCs), could lead to an emission decline in the coming years, but are not sufficient to reach the goals, as under the current policy pathway the rise in temperature would range between 2.6° C and 3.2° C by the end of the century according to Climate Action Tracker 2.
Around 66% of all greenhouse gas emissions comes from energy generation and use, which highlights the need to decarbonize the energy sector to effectively mitigate climate change. In particular, the impact of the electricity sector is quite significant as it is by far the largest source of CO2 emissions, accounting for about 40% of all energy-related emissions. Therefore, to achieve the targets set by the Paris Agreement, the sector needs a resounding transformation from fossil-based to clean energy generation. The transition towards a clean power sector is particularly relevant in the context of electrification of the economy especially of the heating and transportation sectors. Electric vehicles represent one of the most promising technologies for the electrification and decarbonisation of the transportation sector and according to Bloomberg in 20 years the sales of electric vehicles could surpass the ones from internal combustion vehicles. The mass adoption of electric vehicles would result in a paradigm shift for both transportation and power sectors: on one hand, it would boost electricity demand; on the other hand, since renewables tend to be intermittent by nature as they are dependent on weather conditions, the possibility of the electric vehicle to function as a storage unit able to return electricity to the grid, would help to compensate and integrate a larger share of renewable sources.
According to the International Renewable Energy Agency (IRENA), renewable energy, coupled with energy efficiency gains, can provide 90% of the CO2 emissions reductions needed by 2050 to stay within the Paris Agreement boundaries. In this scenario, renewable technologies could generate more than 80% of all electricity by 2050, including a 52% share from wind and solar which would have to grow from today's approximately a 5.5% share. The leading role of renewables
1 Data source: NASA
2 The Climate Action Tracker (CAT) is an independent scientific analysis produced by three research organizations tracking climate action: Climate Analytics, Ecofys and NewClimate Institute
has been noticed by governments around the world and most countries have included renewable energy targets in their NDCs; from the 194 signatory countries of the United Nations Framework Convention on Climate Change that submitted NDCs, 145 referred to renewables as an effective way to mitigate climate change and 109 set specific renewable energy targets. At least 1.3 TW of renewable capacity is expected to be added globally by 2030 from NDC implementation, which means a 76% increase. Although current NDCs are not enough to achieve the Paris Agreement's targets, the socalled "ratchet mechanism", designed to periodically raise NDCs' ambition, could eventually align them with the required 2º C target.
A clean energy revolution is naturally underway not only because it is sustainable but also because it makes economic sense; onshore wind and solar PV costs have been declining and these technologies are now among the cheapest sources of energy in a growing number of countries, as highlighted by Lazard, Bloomberg New Energy Finance and IRENA. The competitiveness of renewables has been clearly evidenced in 2017 with wind (onshore and offshore) and solar PV's tenders beating a record of low prices all around the globe.

The awareness that renewables makes sense is increasingly growing in all sectors. Corporations, for instance, have been signing Power Purchases Agreements (PPA) with renewable generators in order to fill their electricity needs. Renewables represent now an increasingly share of new investments in power-generating facilities3 and according to BNEF, renewable energy sources are set to represent almost 75% of the investments in new power generation technologies until 2040. Not surprisingly, Europe's major utilities pledged to become carbon-neutral "well before 2050" and even several oil and gas major companies have significantly increased their investment in renewables during the recent years. Funding institutions are also stepping back from fossil fuel projects; the World Bank announced in December 2017 that it would cease to finance upstream oil and gas after 2019 and investment funds, such as the Norway's wealth fund, banks and pension funds have announced similar pledges. Likewise, global green bond4 issuance hit a record of USD 155.5 billion in 2017 and could reach USD 250-300 billion in 2018, according to a research from the Climate Bonds Initiative.
According to a study published by IRENA in January 2018, the EU could double the renewables' share in its energy mix, cost effectively, even without considering the economic value associated with health and environmental benefits. The share could rise to 34% in the total energy mix and up to 50% in the electricity mix (compared to 29% in 2015).
3 According to Bloomberg, global clean energy investment in 2017 was the second highest ever at USD 333.5 billion and representing an annual increase of 3% 4 Debt instruments to be used for projects that promote climate and environmental sustainability purposes
Wind power capacity additions in the World amounted to 52.6 GW in 2017, 3.7% below the previous year, reaching a total capacity of 539.6 GW, according to Global Wind Energy Council (GWEC).
In Asia, China remained the undisputed world's wind power leader, connecting 19.5 GW, a slight decrease compared to 2016's additions (23.3 GW), rising its total wind capacity to 188.2 GW. 2017 was also a strong year for India that installed 4.1 GW, cementing its position as fourth largest wind market in the world.
Regarding North America, the US was the world's second player in capacity additions, with 7.0 GW installed in 2017, fuelled by Texas (2.3 GW), Oklahoma (0.9 GW), Kansas (0.7 GW), New Mexico (0.6 GW) and Iowa (0.4 GW). Cumulative capacity reached 89.1 GW with Texas remaining the leader with 22.6 GW, over than three times more than any other state. Canada and Mexico had both modest years in terms of new capacity, with only 0.3 GW and 0.5 GW respectively.
In Europe, 2017 was a record year for both onshore and offshore installations, with 16.8 GW of new capacity coming online RQVKRUH DQG RIIVKRUH, an increase of 21% versus the previous year. Germany remained the most dynamic market, connecting 6.6 GW and representing 39% of all of Europe's new capacity. Six more EU countries had also a record year in terms of additions: namely the UK (4.3 GW), France (1.7 GW), Finland (0.6 GW), Belgium (0.5 GW), Ireland (0.4 GW) and Croatia (0.1 GW). With these results, Germany sealed its place as the EU country with the largest installed wind power capacity (56.1 GW), followed by Spain (23.2 GW), the UK (18.9 GW) and France (13.8 GW).
Concerning Latin America, Brazil had an outstanding year, adding 2.0 GW of installed capacity but for the remaining countries in the region it was a rather quiet year. Other emerging economies that achieved good results in capacity additions were South Africa (0.6 GW), Thailand and Pakistan (0.2 GW each).
2017 was also the best year ever for offshore wind, with Europe installing 3.2 GW, a 25% growth versus 2016, achieving a cumulative capacity of 15.8 GW, being this surge propelled by the UK and Germany, which added 1.7 GW and 1.2 GW, respectively. The sector remains highly concentrated in a few countries, with the UK, Germany, Denmark, Netherlands and Belgium representing a 98% share of the total installed capacity. 2017 will undoubtedly be remembered as a landmark year for the offshore wind industry also because the first floating offshore wind farm (30 MW) was connected in the coast of Scotland. China and other countries in Asia are also showing some progress; according to Platts, China installed 1.2 GW in 2017, bringing its total offshore capacity to 2.8 GW, while Japan, South Korea and Taiwan only saw small additions. Offshore wind is also starting to kick-off in the US.
Solar PV market grew by 26% in 2017, making it the best year ever, with 99 GW of capacity additions, according to GTM Research.
China surpassed the astonishing milestone of 50 GW, installing around 52 GW according to China's National Energy Administration, a record figure never seen before and clearly above expert's estimates.
According to GTM Research, the US added 11.8 GW of solar PV in 2017, a 22% decline versus 2016, due to the spike in installations in 2016 from projects scheduled to come online before the expected drop-down of the ITC.
Europe added 8.6 GW in 2017, according to Solar Power Europe, representing a year-on-year growth of 28%. The big surprise came from Turkey which installed 1.8 GW of solar technology, overtaking Germany (1.75 GW) as Europe's most dynamic solar market. France and the Netherlands also showed signs of progress, adding 0.9 GW each.
A wide range of remuneration schemes has traditionally supported Renewables' projects. However, the most frequent schemes are:
The table below describes the overall current regulation in the geographies where EDPR operates.
| COUNTRY | SHORT DESCRIPTION | COUNTRY | SHORT DESCRIPTION |
|---|---|---|---|
| • Sales can be agreed under PPAs (up to 20 years), Hedges or Merchant prices • Renewable Energy Credits (REC) subject to each state regulation • PTC (wind-projects): collected for 10-years since COD (\$24/MWh in 2017). Phase out for projects that start construction post 2016 (no PTC post 2019 projects). Projects |
United Kingdom |
• Market price plus Green Certificate ("Renewable Obligation Certificate") system in place since 2002 • The GC system closed in 2017, being gradually replaced by a Contract-for-Difference scheme awarded through competitive tenders |
|
| US | have 4 years to be placed in service in order to qualify • ITC: 30% ITC for solar projects and new wind-projects can opt for ITC instead of PTC. Phase out for wind projects follows a similar scheme of the PTC. Phase out for solar projects (projects put in place after 2023 will qualify for just 10% ITC) |
Belgium | • Market price plus Green Certificate (GC) system • Separate GC prices with cap and floor for Wallonia (€65/MWh-100/MWh) • System to adjust the number of GC per MWh according to a predefined profitability level |
| • Feed-in Tariff (Ontario) • Renewable Energy Support Agreement (Alberta) |
• Option to negotiate long-term PPAs | ||
| Canada Mexico |
• Duration: 20-years • Technological-neutral auctions (opened to all technologies) in which bidders offer a global package price for the three different products (capacity, electricity generation and green certificates) • EDPR project: bilateral Electricity Supply Agreement under self‐supply regime for a 25-year period |
Poland | • (OHFWULFLW\SULFHFDQEHHVWDEOLVKHGWKURXJKELODWHUDOFRQWUDFWV RUVHOOLQJWRGLVWULEXWRUDWUHJXODWHGSULFH3/10:KIRU 4 • Wind receive 1 GC/MWh which can be traded in the market. Electric suppliers have a substitution fee for non compliance with GC obligation. From Sep-17 onwards, substitution fee is calculated as 125% of the average market price of the GC from the previous year and capped at 300PLN |
| Spain | • Wind energy receives pool price and a premium per MW, if necessary, in order to achieve a target return established as the Spanish 10-year Bond yields plus a reasonable spread. The so called reasonable spread for the first regulatory period has been defined as 300 bps. • Premium calculation is based on standard assets (standard load factor, production and costs) • Since 2016, all the new renewable capacity is allocated through competitive auctions |
Romania | • 15-years green certificate (GC) scheme with a cap and floor currently at €29.4 and €35 respectively: • Wind-farms prior to 2013 receive 2 GC/MWh up to 2017 with postponement of 1 GC/MWh from July 1st 2013 to March 31st 2017, with gradual recovery from 2018 to 2025. From 2018 onwards will receie 1GC/MWh • Solar plants prior to 2013 receive 6 GC/MWh up to 2017 with postponement of 1 GC/MWh from July 1st 2013 to March 31st 2017, with gradual recovery from 2018 to 2025. From 2018 |
| • Old regime (before 2006): Feed-in Tariff (FiT) inversely correlated with load factor throughout the year. Duration: 15 years for a FiT updated monthly with inflation, through the later of 15 years of operation or 2020. Following agreement of the wind sector with the government in 2012, wind generators |
onwards will receie 1GC/MWh • Wind-farms post 2013 receive 1.5 GC/MWh until 2017 and 0.75 GC/MWh from 2018 onwards • Solar plants post 2013 receive 3 GC/MWh from 2014 onwards |
||
| Portugal | were offered the possibility to extend FiT's duration in exchange of annual payments between 2013 and 2020 • New regime (after 2006): price defined through competitive tenders |
• Wind farms in operation prior to the end of 2012 are remunerated under a pool + premium scheme applicable for the first 15 years of operation • Wind farms commissioned from 2013 onwards: competitive |
|
| • Until 2016: Feed-in Tariff for 15 years: • First 10 years: receive €82/MWh; inflation type indexation • Years 11-15: depending on load factor receive €82/MWh @2,400 hours decreasing to €28/MWh @3,600 hours; inflation type indexation • Since 2017: large-scale wind projects need to participate in competitive auctions in order to be granted a 20-year CfD |
Italy | tenders for a 20-year CfD scheme, implemented as a floor in the wind farm electricity price, conducted as reverse auctions where operators bid on the amount of the deduction on the pre-defined base amount |
|
| France | Brazil | • Old installed capacity under a feed-in tariff program ("PROINFA") • Since 2008, competitive auctions awarding 20-years PPAs |
The EU ETS is a key pillar of European climate policy since its implementation in 2005. The system works by putting a limit on overall emissions from covered installations (power sector and energy intensive industry), which is reduced each year. Within this limit, companies can buy and sell emission allowances as needed.
In November 2017, the European Parliament and Council of the European Union reached a provisional agreement to revise the EU ETS for the period 2021-2030 ("Phase IV"). This revision is aimed at putting the EU on track to achieving a significant part of its commitment under the Paris Agreement to reduce greenhouse gas emissions by at least 40% by 2030.
The key reforms agreed by the Parliament and Council included measures to enhance the EU ETS resilience and speed up emissions reductions along with additional safeguards to protect the EU industry against the risk of carbon leakage.
Formal agreement and endorsement by both co-legislators is expected for early 2018. Most analysts expect that these reforms will tighten the market surplus, pointed out as one of the main reasons for a depressed carbon price over the last years.
In November 2016, the European Commission (EC) presented a new package of measures with the goal of providing a stable legislative framework to facilitate the clean energy transition. This regulatory package aims to create a more competitive and sustainable EU energy sector, while compatible with the Paris Agreement commitments.
The package consists of eight legislative proposals, including a new "Renewable Energy Directive", the "New Market Design Initiative" and the "Energy Union Governance Regulation" and, together with four non-legislative documents and nine other reports and initiatives.
In 2017, considerable progress was made in different fields that would impact the future of renewables in Europe.
Concerning the Renewables Directive and the Governance regulation, the European Parliament, who advocates for a more ambitious package of reforms, voted in January 2018 for a for a 35% EU-wide renewable energy target for 2030, increasing the overall ambition of renewables deployment in Europe when comparing with the 27% proposed by the European Commission that reflects the conclusions of the Council of the European Union of October 2014 "2030 Climate and Energy Policy Framework". Although the final target remains to be agreed, it will likely be binding only at EU-level. However, on the positive side, Member States (MS) will be required to submit "National Plans" in which they would need to set self-defined renewable energy targets. At this regard, the Energy Council also agreed to set three indicative intermediate benchmarks in the next decade.
Some other recent positive developments have been welcomed by the renewable industry. On the one side, EU MS agreed to (i) give three years' visibility on the volume and budget of public support schemes for renewables and (ii) to avoid any retroactive measure affecting renewable support. The Energy Council also agreed to allow technology-specific auctions. Finally, MS will be required to remove barriers to Corporate Power Purchase Agreements.
Renewables are also key to the Electricity Market Design Initiative, with the Energy Council agreeing that renewables should have full and equal access to balancing and ancillary markets, while maintaining priority of dispatch for existing renewables' facilities (new facilities would be subject to a system of curtailment and compensation). The European Parliament will vote its amendment during the first quarter of 2018. Trilogue negotiations between the institutions (EC, Council and Parliament) in view of final agreements are expected to occur all year round.
This chapter describes the most relevant recent regulatory developments in the European-Brazilian countries where EDPR is present (for additional information, please refer to Note 01 of EDPR Consolidated Annual Accounts).

Since 2016, in line with the European regulation, all the new renewable capacity in Spain is allocated through auctions. The regulatory scheme is designed to provide a similar remuneration scheme to the one that applies to previous installations (ruled by RD 413/2014). Following this framework, tender participants are requested to bid discounts to the standard value of the "initial investment" parameter which determines the "investment premium", that would eventually be awarded.
In 2017, two auctions were held. The first one was in May and unlike previous auctions, it was technology neutral as different renewable technologies were allowed to compete. Nearly all the capacity was awarded to wind projects (2,979 MW out of 3,000 MW) and the remaining capacity was awarded to solar photovoltaic (PV) installations and "other technologies" representing 1 MW and 20 MW, respectively. The auction was very competitive and oversubscribed with all the wining participants bidding the maximum discount. Following the outcome of this tender, the Spanish government decided to launch an additional tender for a maximum of 3 GW, which was held in July and opened to wind and solar PV exclusively. The royal decree ruling the tender (RD 650/2017) included the possibility to increase the allocated capacity to all capacity bidding the same discount, provided it would not create an over cost to the system. Following this clause, all the capacity that offered the maximum allowed discount was awarded. Overall, 5,037 MW were awarded with solar PV power generators being the biggest winners with 3,909 MW compared to 1,120 MW from wind.
In November, the European Commission (through the Directorate-General for Competition) endorsed the Spanish support scheme for renewables, the RD 413/2014, which regulates the generation of electricity from renewable energy, cogeneration and waste. As such, the EU Commission confirmed that the Spanish support scheme for renewables is in line with the 2014 European State Aid Guidelines.
In August of 2017, the Portuguese government approved the Order 7087/2017 tightening the authorization process for new repowering and additional capacity, introducing in particular, the obligation for the Directorate-General for Geology and Energy to consult the electricity regulator that will have to assess its impact to the electricity system. The amendments to the decree ruling the repowering authorization process are still pending to be published.
A new contract-for-difference (CfD) scheme was released in December 2016, although existing projects still benefiting from the former feed-in tariff scheme. The new scheme obtained clearance from the European Commission, who confirmed that it was in line with the European "Guidelines on State aid for environmental protection and energy 2014- 2020". According to this new scheme, wind farms having requested a PPA in 2016 would receive a 15-year CfD, being the strike price and the terms of the tariff very similar to the previous feed-in tariff. From 2017 onwards, wind farms of more than 6 wind turbines (and more than 3 MW per turbine) need to participate in competitive tenders in order to obtain a 20-year CfD, the first tender was held in November 2017. The calendar of auctions until 2020 has been announced by the regulator and up to 3 GW of wind are expected to be tendered in this period, with two tenders of 500 MW each year. On the other hand, wind farms with a maximum of 6 wind turbines (and a maximum of 3 MW per turbine) do not need to participate in tenders. Wind farms of these characteristics having requested a PPA in 2017 are entitled for a 20-year CfD with a strike price ranging between €72/MWh and €74/MWh, depending on rotor size.
In December 2016, France launched a call for the third offshore wind tender, expected to be held in 2018, for a 400- 600 MW project in the coast of Dunkirk.
On November 2017, the Strategia Energetica Nazionale (National Energy Strategy), known by the acronym SEN, was presented after several months of public consultation. The SEN announced the complete phase-out of coal power generation by 2025 (five years ahead in comparison with the previous announcement), highlighting the renewables' role and calling for renewable energy to reach a 28% of energy consumption in 2030 from 17.5% in 2015. This strategy also stated that electricity from renewable sources should account for 55% in 2030, considerably above the 33.5% figure in 2015. Regarding the large-scale renewables' support, competitive auctions for fixed tariffs seems to remain in place through 2020 and long-term PPAs taking over after that.
In August 2017 a new methodology to calculate the substitution fee was approved. According to the new formula, the substitution fee will be calculated every year as 125% of the previous year average market price of the Green Certificate ("GC"), capped at 300 PLN. This new methodology implies a reduction of the substitution fee, previously set at 300 PLN, in particular due to current low prices of GCs.
Also in August, a new ordinance setting the new GC quotas for 2018 and 2019, was approved with the new quotas being defined at 17.5% for 2018 and 18.5% for 2019. In December the European Commission (through the Directorate-General for Competition) endorsed the Polish support scheme for renewables (2015/16 RES Act).
In March 2017, the Government Emergency Ordinance 24/2017 (the so-called "EGO 24/2017") amending Law 220/2008 was published. The main features of this ordinance are: (i) extension of the GC scheme until 2031 and of the GC validity until March 2032; (ii) approval of a new methodology for the GC quota calculation; (iii) removal of the indexation of the GC parameters (GC floor would remain fixed at €29.4 and GC cap would not only lose indexation but also be reduced to €35); (iv) extension of the GC recovery for wind energy from 2018 to 2025 (included) and extension of the GC postponement for solar PV until the end of 2024 and recovery from 2025 to 2030 (included) and (v) creation of an anonymous centralized platform to trade GC (from September 2017 GCs could only be traded there) and also of an anonymous market to sell energy together with GCs.
In September, the Department for Business, Energy & Industrial Strategy (DBEIS) and National Grid, published the results of the second CfD allocation round. In this round, a total of 3.3 GW of capacity awarded across eleven projects, including three wind offshore projects. EDPR's Moray East offshore project was awarded a 15-year CfD for the delivery of 950 MW wind generation at £57.50/MWh (2012 tariff-based), to be delivered starting in 2022-2023.
In October, DBEIS announced that an amount of £557 million would be available for Pot 2 CfD auctions for less established technologies, with the next auction taking place in spring 2019.

Two reverse auctions where wind projects could participate were held in December 2017. In the first reverse auction, 891 MW of projects secured contracts: 791 MW were solar PV projects and only 64 MW were wind. The second auction had 3.8 GW of projects awarded, including 1.4 GW of new wind power to start operations in January 2023 at an average R\$98.62/MWh, a record low price for this technology in the country. EDPR secured 219 MW, for two wind projects for a 20-year period at an initial price of R\$99 and R\$97/MWh (indexed to the Brazilian inflation).
Historically, the typical framework for wind and solar developments in the US has been decentralized, with no national feed-in tariff, resulting in a combination of three key top line drivers:
In addition, many states have passed legislation, mainly in the form of Renewable Portfolio Standards (RPS), that require utilities to purchase a certain percentage of their energy supply from renewable sources, setting penalties to those that do not accomplish. Typically, states use Renewable Energy Credits (RECs) as the compliance mechanism. Utilities or other subject entities are required to procure enough RECs to meet their obligations under the RPS. Utilities can choose to invest directly in renewable generation assets and generate a REC for each unit of renewable energy produced or, alternatively, can purchase RECs produced by other renewable generators either through long-term bilateral contracts or in the secondary market. As a result, many utilities set up auction systems to seek long-term power purchase agreements with renewable energy generators by which they procure renewable energy and RECs.
The relevant recent regulatory developments in North America are below described (for additional information, please refer to Note 01 of EDPR Consolidated Annual Accounts).

On December 2015, the US Congress approved the "Consolidated Appropriations Act, 2016" that included an extension of the PTC for wind (including the possibility of a 30% ITC instead of PTC) and an extension of the ITC for solar. As part of the extensions, Congress also introduced a phase out of the credits. Wind projects that start construction in 2020 or later will not be eligible for the PTC or ITC and solar projects placed in service after 2023 will qualify for just 10% ITC. On May 2016, the US Internal Revenue Service (IRS) issued guidance that wind farms have 4 years from their start of construction to be placed in service and qualify for the PTC. As a result, projects that start construction prior to yearend 2019 and are placed in service prior to year-end 2023 will be eligible for the PTC. The IRS ruling also includes a provision that allows developers to secure the PTC if 5% of a project's capital components by dollar value are safe harbored in a given year and construction is completed within 4 years. Thus, if a developer safe harbors 5% of project Capex in 2016 for a given project, the project will qualify for the 100% PTC if construction is completed by year-end 2020. The graphic below depicts the phase-out calendar:

Regarding RPS, some states have upgraded their targets in 2015-2017; California and New York both upgraded their RPS standards to target 50% renewables by 2030, Oregon upgraded their RPS to 50% by 2040, Vermont enacted an RPS of 75% by 2032, Michigan upgraded their RPS to 15% by 2021, the District of Columbia increased and extended its RPS to 50% by 2032, Maryland increased and accelerated its RPS to 25% by 2020 and Rhode Island increased and extended its RPS to 38.5% by 2035. Illinois supplemented its existing RPS standard by passing an energy bill to require utilities to source at least 4 TWh of new wind and 4 TWh of new solar by 2030. Massachusetts also supplemented its existing RPS by creating requirements for offshore wind and solar procurement. RPS obligations as a percent of state retail consumption (as of July 2017) are shown in the table below. Some states have separate goals for different types of utilities such as investor-owned utilities (IOUs), cooperatives (co-ops) or municipal power companies (munis). Other states like Iowa and Texas, have set targets for installed capacity, rather than for a percentage of sales.
| STATE | RPS OBJECTIVE | STATE | RPS OBJECTIVE |
|---|---|---|---|
| Arizona | 15% by 2025 | Montana | 15% by 2015 |
| California | 50% by 2030 | Nevada | 25% by 2025 |
| Colorado | 30% by 2020 (IOUs) 20% by 2020 (co-ops) 10% by 2020 (munis) |
New Hampshire | 24.8% by 2025 |
| Connecticut | 23% by 2020 | New Jersey | 22.5% by 2020 |
| Delaware | 25% by 2025 | New Mexico | 20% by 2020 (IOUs) 10% by 2020 (co-ops) |
| District of Columbia | 50% by 2032 | New York | 50% by 2030 |
| Hawaii | 100% by 2045 | North Carolina | 12.5% by 2021 (IOUs) 10% by 2018 (co-ops and munis) |
| Illinois | 25% by 2025 | Ohio | 12.5% by 2026 |
| Iowa | 105 MW by 1999 | Oregon | 50% by 2040 (large IOUs) 5-25% by 2025 (other utilities) |
| Maine | 40% by 2017 | Pennsylvania | 8.5% by 2020 |
| Maryland | 25% by 2020 | Rhode Island | 38.5% by 2035 |
| Massachusetts | 11.1% by 2009 +1%/yr | Texas | 5,880 MW by 2015 |
| Michigan | 15% by 2021 | Vermont | 75% by 2032 |
| Minnesota | 26.5% by 2025 Xcel: 31.5% by 2020 |
Washington | 15% by 2020 |
| Missouri | 15% by 2021 | Wisconsin | 10% by 2015 |
Another regulatory factor that could affect demand for renewable energy is national legislation or rule-making regarding carbon emissions. On August 2015, the Environmental Protection Agency (EPA) announced the Clean Power Plan (CPP), a rule to cut carbon pollution from existing power plants. On February 2016, the Supreme Court stayed implementation of the CPP pending judicial review and on October 2017, the EPA, led by Scott Pruitt, announced that it would sign a proposed rule to repeal the CPP. On December 2017, Scott Pruitt announced that the EPA will introduce a replacement rule for the CPP. It is otherwise unclear how the EPA will proceed. On a state level, some states already participate in carbon reduction programs. For example, California is a member of a carbon allowance market along with Quebec and Ontario. Meanwhile, some states in the eastern US (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New York, Rhode Island and Vermont) are members of the Regional Greenhouse Gas Initiative which seeks to reduce carbon emissions from the power sector.
In 2017, one of the most notable new legislation was the "Tax Cuts and Jobs Act of 2017" which, among many other changes, reduced the maximum corporate tax rate from 35% to 21% and introduced the Base Erosion Anti-Abuse Tax ("BEAT"). The final impacts of these changes are still uncertain on the renewable energy market. For example, the decreased corporate tax rate is projected to boost after-tax earnings from new renewable projects, but it could also reduce the market demand for the tax credits produced by new renewable energy assets. The "BEAT" provision is a tax intended to prevent companies from engaging in "earnings stripping", a method by which large, foreign-controlled companies loan funds to their U.S. subsidiaries and then deduct the interest payments, thus reducing their U.S. tax liability. The final version of the tax reform bill stated that companies could offset up to 80% of their "BEAT" liability through the PTC/ITC value.
Another notable federal-level development spanning 2017 into 2018 was the petition for an eventual announcement of a tariff on imported crystalline silicon photovoltaic (CSPV) modules. In late 2017, after considering a petition by Suniva and SolarWorld Americas, the U.S. International Trade Commission announced a set of recommendations for tariffs to President Trump. In January 2018, President Trump announced a 30% tariff beginning in 2018 and decreasing by 5% per year, exempting the first 2.5 GW of imports in each year. As a result, the cost of some modules might increase.
Growth in the US is motivated by several forces, including primarily the planned coal capacity retirements, RPS compliance in several states and demand from commercial and industrial entities.

New Canadian renewable supply is expected to be largely determined by provincial procurements. While some provinces already produce much of their electricity through renewable sources (largely due to hydro power), Alberta, Saskatchewan and Ontario have taken steps to increase renewable energy production. Alberta, where EDPR was awarded a long-term Renewable Energy Support Agreement for 248 MW of wind onshore in the 2017 auction, is pursuing a Renewable Energy Program in order to develop 5 GW of renewable electricity generation capacity by 2030. SaskPower, the principal electric utility of Saskatchewan, has a target of 50% renewable generation capacity by 2030. Ontario has conducted multiple Large Renewable Procurements in 2014-2016.
Mexico is redesigning its energy sector beginning with the constitutional amendment in 2013 and ending with implementation by end of 2018. The reforms bring about the end of state-owned vertically-integrated monopolies and open the door to significant opportunities for private sector participation across the supply chains for oil and gas and for electricity. Mexico's energy reforms advanced significantly in 2016 implementing changes that will provide remuneration for all forms of generation including wind and solar. The key mechanisms of interest to renewable developers are the implementation of the wholesale electricity market, long-term supply auctions, and financial transmission rights. Mexico has conducted three long-term supply auctions in order to procure new renewable electricity.
Corporations all around the world have been showing an increasing interest in sourcing their energy needs through renewable Power Purchase Agreements (PPAs), being wind and solar PV the most preferred technologies.
A corporate Power Purchase Agreement consists of a long-term contract under which a private enterprise or public institution (other than utilities) agrees to purchase electricity directly from an energy generator, rather than from a traditional supplier, for a pre-agreed price during a pre-agreed period of time, commonly with a term between 10 to 15 years. It differs from the traditional utility PPA in the sense that the off-taker is not an electricity distributor or supplier company, but rather the final consumer.
Early entrants to the corporate renewable PPA market were some of the world's biggest technological companies, including Google, Facebook or Amazon. However, the market has recently seen a diverse set of companies, including retailers and industrials entering into corporate renewable PPAs and other players as municipalities, universities and hospitals, which are also seizing opportunities.
Corporate renewable PPAs provide an opportunity for corporations to comply with their sustainability strategy commitments, by using renewable energy, therefore reducing their carbon footprint and enhancing their reputation and branding. Many private companies are setting themselves challenging energy and sustainability targets and are making these commitments public by joining international initiatives such as RE1001. Corporate renewable PPAs also improve cost predictability, which is especially important in a context of volatile or increasing energy prices, through the ability to set prices for a long-term period and avoid carbon and environmental penalties by complying with current and future regulatory requirements. Following the growing competitiveness of renewable energy technologies, latest PPAs signed around the world offered very attractive and stable prices to the off-takers.
From the renewable generators' perspective, corporate renewable PPAs bring predictability and visibility on future earnings to renewable generators who would be otherwise exposed to market volatility.
The corporate renewable PPA market has grown significantly in the last years, with nearly 19 GW of deals signed since 2008. According to Bloomberg New Energy Finance, a record of 5.4 GW in corporate renewable PPAs have been closed in 2017.
The U.S. is the preferred market for corporate renewable PPAs, with around 11.3 GW of agreements signed according to Bloomberg, supported by a compatible renewable framework, volatile (and sometimes high) electricity prices, existence of projects with abundant resource and wide availability of expertise in structuring electricity transactions. In Europe, the corporate renewable PPAs market has experienced a slow start but has been growing at a considerable pace in the last five years. Today, more than 3 GW of corporate renewable PPAs have been structured in Europe, being the UK, Scandinavian countries and the Netherlands the largest markets.
1 RE100 is a global initiative of influential corporations committed to 100% renewable electricity, working to massively increase demand for - and delivery of renewable energy
In May 2016, EDPR presented to the financial community its Business Plan for 2016-20 at the EDP Group Investor Day held in London. Several financial markets participants were present at the event, including press, online participants, investors, analysts and rating agencies, demonstrating a great interest in the group's equity story and strategy.
EDPR increased its 2014-17 Business Plan growth targets in the new Business Plan with stronger capacity additions and technological mix. Since its inception, EDPR has been performing a strategy focused on selective growth, by investing in quality projects with predictable future cash-flows, and seamless execution, supported by core competences that yield superior profitability, all embedded within a distinctive and self-funding model designed to accelerate value creation. As a result of undertaking such strategy, at the same time flexible enough to accommodate to changing business and economic environments, EDPR remains today a leading company in the renewable energy industry.
EDPR 2020 investment case will continue to be supported by a distinctive strategic agenda which is being successfully delivered in order to outperform its 2016-20 goals.

EDPR business model set to deliver predictable and solid growth targets in core markets…

…positioning to successfully lead a sector with increased worldwide relevance
1) EBITDA and Net Profit adjusted by non-recurrent events: 2015 Adj. EBITDA: €1.0 billion; 2015 Adj. Net Profit: €108 million; 2016 Adj. EBITDA: €1.2
billion; 2016 Adj. Net Profit: €104 million; 2017 Adj. EBITDA: €1.3 billion; 2017 Adj. Net Profit: €226 million. Adj. Target Net Profit CAGR would be equivalent to 16% without asset life extension adjustment effective since January 2017.
The selective growth strategic pillar is the key principle behind EDPR's investment selection process, it ensures that the projects that are finally built have the best fit with the company's low risk profile. This is achieved as new projects have long-term PPAs already secured or have been awarded long-term contracts under stable regulatory frameworks, as well as exhibiting above portfolio average load factor.
Target
EDPR's extensive pipeline has been an important contributing factor to the successful execution of this strategy as the availability of multiple projects coupled with strong development expertise guarantees that only the best, fully optimized projects are finally selected for investment.



EDPR is well on track to deliver on its business plan target growth of +3.5 GW cumulative from 2016 to 2020 (700 MW/year), with 86% of the capacity additions target already secured and 600 MW installed in 2017.
Efforts in new key areas like Solar and Offshore have already crystalized securing long-term growth.
The United States is EDPR's main growth driver for the 2016-20 Business Plan timeframe. The visibility over Production Tax Credit (PTC) tax scheme, the strong demand from both utilities, and commercial and industrial companies for long-term PPAs from wind energy projects, combined with EDPR's diversified portfolio of projects in this market support this solid growth opportunity.
The December 2015 extension of the PTC provides long-term visibility to US growth beyond 2016-20 for new wind energy projects, reinforces the strong fundamentals of the US wind market and supports EDPR's choice to shift growth to the US.
The Business Plan for 2016-20 targets 1.8 GW of wind onshore additions in the US, of which 1.3 GW were already secured as of December 2017 and are entitled to receive 100% PTC value. More than % of these projects were signed with non-utilities, another key driver of the US market.
In addition, it is worth mentioning that EDPR secured turbine components in 2016 that grant the option to install up to 3.1 GW of wind projects until 2020, benefitting from 100% of the PTC value. In 2017, EDPR also secured turbine components to be installed after 2021, offering more visibility post Business Plan.
In 2017, EDPR was awarded two long-term energy sale agreements in North America. The first a PPA in the State of Indiana for 75 MW of onshore wind with start of operation expected in 2018 and the second, a 20-year RESA for the delivery of 248 MW onshore wind in Alberta, Canada, with commercial operation to occur in December 2019.

For the 2016-20 Business Plan, EDPR growth in Europe represents c.15% of the planned capacity additions, a growth supported by identified short-term opportunities and medium-term pipeline options. In terms of growth by country, EDPR has high visibility to additions. Firstly, in Portugal, 216 MW will be added with a 20-year feed-in tariff, of which 49 MW are under construction. On top of those additions EDPR already installed 7 MW (3 MW of which solar) by 2017 and has 6 MW extra under construction related with over equipments. In Italy, with c.200 MW target additions, 44 MW were installed by 2017 and 127 MW more will be added with a 20-year contract of which 77 MW are currently under construction. In France, EDPR targets additions of c.100 MW through pipeline development, of which 46 MW were already installed by 2017 while 11 MW are currently under construction. In Spain, 25 MW net were added related with the acquisition of a 50% participation in a wind farm previously accounted as equity and EDPR was awarded 93 MW in January 2016, 68 MW of which are currently under construction.
In Brazil, EDPR already installed 331 MW, while 137 MW are currently under construction. EDPR has the objective to remain actively prospecting opportunities in Brazil, namely auction opportunities, given the strong fundamentals of the country, with high growth of electricity demand, robust renewable resources and availability of long-term energy supply agreements through an auction system.
In order to take advantage of this profitable renewable technology and considering its increasing competitiveness, EDPR included in its 2016-20 Business Plan a 10% growth target for PV solar. The US is the core market for this growth, where the technology is boosted by the Investment Tax Credit scheme, while in Europe, Brazil and Mexico developing options are based on fundamentals. In 2017 EDPR installed 63 MW of solar solar PV technology; 3 MW in Portugal and 60 MW in South Carolina with a 15-year PPA.

Offshore projects are being developed by EDPR, to support growth options and to capture this new wave of industry development. These projects, located in the UK and France, are expected to start operations beyond the 2016-20 Business Plan, but are already being developed through partnerships, from which the company is also able to further develop technological expertise in the sector. In 2017 EDPR was awarded, in a joint venture with ENGIE, a 15-year CfD in the UK for the delivery of 950 MW of offshore wind generation to be completed by 2022.
One of the strategic pillars that has always been a keystone of the company, setting it apart in the industry, is the drive to maximize the operational performance of its wind and solar plants. In this area, EDPR's teams, namely in operations and maintenance (O&M), have established a strong track record that supports challenging targets set in the 2016-20 Business Plan. For this period, EDPR has set targets for three key metrics: Load Factor, Technical Availability and Core Opex per MW. These metrics provide an overall view of the progress in EDPR wind assessment, O&M and cost control efforts. They also serve as good indicators for the overall operational efficiency of the company.

Availability is the ratio between the energy actually generated and the energy that would have been generated without any downtime due to internal reasons, namely due to preventive maintenance or repairs. Therefore it is a clear performance indicator of the company's O&M practices as it focuses on reducing to a minimum any malfunctions and performing maintenance activities in the shortest possible timeframe.
The company has always maintained high levels of availability, having registered availability of 97.8% in 2017, in line with its 2016-20 Business Plan target. EDPR will continue to improve availability through new predictive maintenance optimization measures supported by the 24/7 control and dispatch centre, reducing damages most common during extreme weather and improving the scheduling of planned stops. Also a new spare parts warehousing strategy will be key in reducing downtime during unexpected repairs.
Load factor (or net capacity factor) is a measure for the renewable resource quality, that reflects the percentage of the maximum theoretical energy output, in a given period.
Ensuring the assets generate the maximum amount of energy possible is a key success factor. With regards to the operating portfolio, optimizing load factor is linked to the improvement of availability as above described and, if possible, introducing productivity enhancement retrofits that boost production by equiping older turbine models with the most upto-date technological improvements available to increase efficiency in the utilization of the available resources of renewables. The energy assessment and engineering teams are responsible for the wind farms and solar plants development and designe in a way that maximizes load factor. They define the optimal layout of the plant by matching the positioning and choice of turbines with the characteristics of the site, specially the terrain, from the collected resource measurements and their estimated energy outputs.
The company has consistently maintained levels of load factor in the range of 29-30%, having registered 31% in 2017, which is slightly below the P50 (mean probability) assessment for the current fleet, given the lower wind resource in the period when compared with an average year. For 2020 EDPR has a target to reach 33% load factor, mainly on the back of the increase competitiveness of new capacity additions.
In addition to all company initiatives to boost production, EDPR also focuses on strict cost control efforts to improve efficiency and profitability. Leveraging on the experience accumulated over time, EDPR set a target in the 2016-20 Bussiness Plan to reduce Core Opex/MW by -1% CAGR 2015-20. Core Opex is defined by Supplies and Services (including O&M activities) and Personnel costs, which are the costs that EDPR can actively manage. The target of reducing the manageable company costs structure, also benefits from the economies of scale of a growing company. With regards to O&M, that represents c. 30% of total Opex, EDPR has already delivered results through the implementation of its M3 (Modular Maintenance Model) system and self-perform program to some of the wind farms that are no longer under initial warranty contracts.
As EDPR's fleet becomes more mature the initial O&M contracts signed with the turbine suppliers expire. When that happens the company needs to decide between renewing the maintenance service with the OEM (Original Equipment Manufacturer) or insourcing activities to operate the wind farm on its own, whilst maintaining high levels of availability.
Based on EDPR's expertise, under the M3 program O&M teams will decide on the optimal balance between external contractors and in-house maintenance. Usually, EDPR keeps control of high value-added activities such as maintenance planning, logistics and remote operations while outsourcing, under direct supervision, labour-intensive tasks. This new program has quickly generated savings in operational expenses and increased control over quality. During 2017 selfperform maintenance was implemented in additional facilities whose maintenance contracts were up for renewal. The self-perform program is a step further in EDPR's integration of maintenance tasks and activities, which is being implemented in the US, and consequently minimizes third-parties dependency. EDPR targets to increase the share of its fleet under the M3 and Self-Perform program to c.50% by 2020, from c.30% levels in 2015.

For the period 2016-20, and in line with its previous targets, EDPR aims to increase its total production by 10% CAGR 2015-20. This growth is to be supported by its distinctive competences and accretive projects.
EDPR is also creating value through the improvement of its assets by implementing new technologies to boost turbine power output without requiring major component changes. Performance Analysis teams are collaborating with the manufacturers to determine the best practices to apply this new technology. For instance, installing new versions of the softwares on the older machines with the support of the manufacturer, improves the operation of the turbine and increases their efficiency. Another measure is the implementation of Vortex generators where components are installed on the blades, modifying and improving the blades' aerodynamics, achieving an increase in efficiency.
EDPR self-funding model has been a cornerstone of EDPR's strategy and its success has been crucial for funding growth.
The self-funding model relies on a combination of the Retained Cash Flow from operating assets and EDPR's successfully Asset Rotation strategy, along with the US Tax Equity structures to finance the profitable growth of the business. This model, that was already included in the previous business plan, substitutes the initial financing strategy that depended on corporate debt from EDP, the major shareholder of EDPR.

The primary source of funds for the company is the EBITDA generated from existing assets, which after paying debt services costs, deducting capital distributions to equity partners and taxes is called Retained Cash Flow, meaning the amount available to pay dividends to EDPR shareholders and/or to fund new investments.
A strong Retained Cash Flow generation of c.€3.9 billion is expected for the period 2016-20.
EDPR indicated in May 2016, a dividend pay-out ratio policy in the range of 25-35% of its annual net profit, thus allowing most of the Retained Cash Flow to fund growth. The dividends paid in 2017 amounted to c.€44 million.
Proceeds from asset rotation transactions are also important sources of funds for the self-funding model of EDPR in financing its profitable growth. This enables the company to cristalize the value yet to be realized from the future cashflows of its existing projects over their long remaining lifetime and reinvest the corresponding proceeds in the development of new value accretive projects, with superior returns. These transactions involve the company selling minority stakes (typically 49% stake) at project level while maintaining full management control. The scope of these transactions tend to be mature projects, generally already operating and thus significantly de-risked, with high visibility to future cash-flows, that can be attractive to low risk institutional investors from whom EDPR can source a competitive cost of finance.
For the period 2016-20 EDPR has the target of completing €1.1 billion of Asset Rotation transactions, which as of December 2017, €550 million were already executed.
For the completion of the Asset Rotation target, EDPR will continue to seek accretive projects with superior returns, thus crystallizing value and accelerating profitable growth.
EDPR always aims to find external financing to its projects, namely through tax equity structures, typical of the US. The use of tax equity in the US enables an efficient utilization of the tax benefits generated by the project, otherwise unusable, therefore improving projects' economics. In a simplistic view, tax equity investors contribute a sizable part of
the initial project investment, receiving in return almost all of the PTCs granted to the project for first 10 years of operation along with the benefits from the accelerated depreciation.
In 2017 EDPR signed two tax equity transactions, a total funding of \$507 million related to all projects that started operations in 2017.

EDPR's Enterprise Risk Management Process is an integrated and transversal management model that ensures the minimization of the effects of risk on EDPR's capital and earnings, as well as the implementation of best practices of Corporate Governance and transparency. The process aligns EDPR's risk exposure with the company's desired risk profile. Risk management policies are aimed to mitigate risks, without ignoring potential opportunities, thus, optimizing return versus risk exposure.
The process is closely followed and supervised by the Audit and Control Committee, an independent supervisory body composed of non-executive members.
Risk management is endorsed by the Executive Committee, supported by the Risk Committee and implemented in dayto-day decisions by all managers of the company.
EDPR created three distinct meetings of the Risk Committee in order to help decision-making, separating discussions on execution of mitigation strategies, from those on the definition of new policies:
Risk Management at EDPR is focused on covering all risks of the company. In order to have a holistic view, they are classified in five Risk Categories.
| RISK CATEGORIES | RISK GROUPS | |
|---|---|---|
| MARKET RISKS |
It refers to the risk to EDPR resulting from movements in market prices. Due to the relationship between wind production and electricity price production risk is considered within market risk. In particular, market risks are changes in electricity prices, production risk, interest rates, foreign exchange rates and other commodity prices. |
• Electricity Price Risk • Electricity Production Risk • Commodity Price Risk • Liquidity Risk • Inflation Risk • Exchange Rate Risk • Interest Price |
| COUNTERPARTY RISK |
Risk that counterparty to a transaction could default before final settlement of the transaction's cash flows. A direct economic loss would occur if transactions with the counterparty had positive economic value at the time of default. Even in the case of not defaulting, it may not comply with its contract obligations (timing, quality, etc.), implying additional higher costs due to its replacement or to delays in fulfilling the contract. |
• Counterparty Credit Risk • Counterparty Operational Risk |
| OPERATIONAL RISK |
Defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events (such as an increase in equipment default rates, increasing O&M, or natural disasters). |
• Development Risk • Legal Claims Risk (Compliance) • Execution Risk • Personnel Risk • Operation Risk (Damage to Physical Assets and Equip. Performance) • Processes Risk • Information Technologies Risk |
| BUSINESS RISK |
Potential loss in the company's earnings due to adverse changes in business margins. Such losses can result, above all, from a serious increase in equipment prices or changes in the regulatory environment. Changes in electricity prices and wind production are considered market risks. |
• Energy Production Risk • Equipment Performance Risk • Regulatory Risk (renewables) • Wind Turbine Price Risk • Wind Turbine Supply Risk |
| STRATEGIC RISK |
It refers to risks coming from macroeconomic, politi cal, social or environmental situation in countries where EDPR is present, as well as those coming from a change in competitive landscape, from technology disruptions, from changes in energy markets or from governance decisions (investment decisions criteria, Corporate Governance and Reputational issues). |
• Country Risk • Competitive Landscape Risk • Technology Disruptions Risk • Invest. Decisions Criteria Risk • Reputational Risk • Meteorological Changes • Corp. Organization and Governance • Energy Planning |
Within each Risk Category, risks are classified in Risk Groups. The full description of the risks and how they are managed can be found in the Corporate Governance chapter. The graph above summarizes the Risk Categories, the Risk Groups and the Risk Management mitigation strategies at EDPR.


EDPR RISK MATRIX BY RISK CATEGORY
EDPR Risk Matrix is a qualitative assessment of likelihood and impact of the different risk categories within the company. It is dynamic and it depends on market conditions and future internal expectations.

FOCUS ON MARKET RISK IN US MARKETS
EDPR has some merchant exposure in some US windfarms. This risk is mitigated through hedging the three components of locational marginal prices (LMP), namely energy price, congestion cost and transmission losses.
The most volatile risk factor is the energy price, followed by congestion cost and transmission losses. The hedging strategy will depend on the exposure of each wind farm, as well as on the liquidity of the hedging instruments.

| Economic | |
|---|---|
| Operational performance | 57 |
| Financial performance | ਦਰ |
| Stakeholders | |
| Employees | 68 |
| Communities | 72 |
| Suppliers | 75 |
| Media | 78 |
| Safety First: Proactive Approach | 19 |
| Environment | 80 |
| Innovation | 81 |



| MW | NCF | GWh | |||||||
|---|---|---|---|---|---|---|---|---|---|
| YE17 | YE16 | Var. | YE17 | YE16 | Var. | YE17 | YE16 | Var. | |
| Spain | 2,244 | 2,194 | +50 | 27% | 26% | +1pp | 5,095 | 4,926 | +3% |
| Portugal | 1,253 | 1,251 | +3 | 27% | 28% | -1pp | 2,912 | 3,047 | -4% |
| Rest of Europe | 1,564 | 1,541 | +22 | 27% | 25% | +2pp | 3,662 | 3,257 | +12% |
| France | 410 | 388 | +22 | 23% | 23% | -0.4pp | 808 | 777 | +4% |
| Belgium | 71 | 71 | - | 21% | 21% | +0.2pp | 129 | 128 | +1% |
| Italy | 144 | 144 | - | 27% | 28% | -1pp | 337 | 258 | +30% |
| Poland | 418 | 418 | - | 30% | 25% | +5pp | 1,093 | 951 | +15% |
| Romania | 521 | 521 | - | 28% | 25% | +3pp | 1,295 | 1,143 | +13% |
| Europe | 5,061 | 4,986 | +74 | 27% | 26% | +1pp | 11,669 | 11,230 | +4% |
| US | 5,055 | 4,631 | +424 | 35% | 33% | +1pp | 14,410 | 12,501 | +15% |
| Canada | 30 | 30 | - | 28% | 28% | - | 75 | 75 | -0.4% |
| Mexico | 200 | 200 | - | 39% | - | - | 606 | - | - |
| North America | 5,285 | 4,861 | +424 | 35% | 33% | +1pp | 15,091 | 12,576 | +20% |
| Brazil | 331 | 204 | +127 | 43% | 35% | +9pp | 861 | 666 | +29% |
| TOTAL | 10,676 | 10,052 | +624 | 31% 30% | +1pp | 27,621 24,473 +13% | |||
| Other equity consolidated | 331 | 356 | -25 | ||||||
| Spain | 152 | 177 | -25 | ||||||
| US | 179 | 179 | - |
EBITDA MW + Equity consol. 11,007 10,408 +600
With a top-quality portfolio, EDPR has a strong track record and proven capability to execute superior projects and deliver on targets. The installed asset base of 11.0 GW is not only young, on average 7 years, it is also mostly certified in terms of environmental and health and safety standards. Since 2008, EDPR has more than doubled its installed capacity by adding GW, resulting in a total installed capacity of 11,007 MW (EBITDA + Net Equity). As of year-end 2017, EDPR had installed 5,213 MW in Europe, 5,464 MW in North America and 331 MW in Brazil.
The largest growth in installed capacity occurred due to the completion of 424 MW in North America. All of the MW had previously secured PPA contracts, thus providing longterm stability and visibility on the revenue stream. In Europe there were 49 MW net added, with 25 MW net installed in Spain (related to the acquisition of a 50% stake in a Spanish wind farm that was previously accounted as equity), 22 MW in France and 3 MW in Portugal. In Brazil 127 MW were added with the installation of the JAU and Aventura wind farms.
11.0 GW EBITDA + Net Equity



EDPR generated 27.6 TWh during 2017. When adding around 2 TWh produced from our equity projects, enough clean energy was produced to serve 59% of the electricity demand of Portugal.
The 13% year-on-year increase in the electricity output benefited from the capacity additions over the last 12 months along with the higher realized load factor.
EDPR achieved a 31% load factor during 2017 (vs 30% in 2016) benefiting from a strong recovery of the wind resource in the last quarter of the year.
EDPR also achieved a 98% availability, in line with the previous year. The company continues to leverage on its competitive advantages to maximize wind farm output and on its diversified portfolio across different geographies to minimize the wind volatility risk.

EDPR's operations in North America were the main driver for the electricity production growth in 2017, increasing by +20% YoY to 15.1 TWh and representing 55% of the total output. This performance was driven by EDPR's unique ability to capture the wind resource available along with the contribution from new additions in the US. EDPR achieved a 35% load factor in North America, an increase of +1pp vs. 2016.
EDPR's production in Brazil increased by +29% YoY, reaching 861 GWh in 2017, EHQHILWLQJ from the positive impact of the latest capacity additions along with higher wind resource (43% load factor vs 35% in 2016; +127 MW).
In Europe, EDPR's output increased 4% YoY to 11.7 TWh mainly supported by 3% output increase in Spain and 12% in the Rest of Europe, with outstanding wind resource in the last quarter of the year.
EDPR achieved a 27% load factor in Portugal reflecting slightly lower wind resource (-1pp YoY). In Spain, EDPR delivered a load factor of 27% with a solid premium over the Spanish market average load factor (+3pp), EHQHILWLQJ from a strong 4Q17 (+8pp YoY) and RIIVHWWLQJWKHORZHUSHUIRUPDQFHRIWKHILUVWQLQHPRQWKVRI WKH \HDU. In the Rest of Europe EDPR posted higher year-on-year generation (+12%) VXSSRUWHGE\a 27%load factor (vs 25% in 2016).
By the end of 2017, EDPR had 828 MW of wind onshore under construction. In the US 480 MW were under construction, namely 7XUWOH &UHHN 0: ,RZD, Meadow Lake VI 200 MW (Indiana) and \$UNZULJKW 0: 1HZ <RUNprojects. In Europe 211 MW were under construction (77 MW in Italy,0:LQ6SDLQ 0:LQ3RUWXJDODQG11 MW in France). In Brazil a total of 137 MW related to Babilonia wind farm were under construction.
As a result of continuous growth effort, EDPR also has a young portfolio with an average operating age of 7 years, with an estimate of over 22 years of useful life remaining to be captured.
In 2017, EDPR's revenues totaled €1,827 million, an increase of €176 million when compared with 2016 mainly due to higher MW in operation, positive impact from prices despite lower average selling price year on year (€59/MWh vs €61/MWh in 2016) mainly as a result of capacity additions mix (product vs price), along with higher wind resource which also propelled EDPR's electricity output to an increase of 13% vs 2016.
Reported EBITDA increased by 17% year on year to €1,366 million leading to an EBITDA margin of 75%. If adjusted by non-recurring items, 2017 EBITDA increased 13% and EBITDA per MW in operation increased 7% to €134 thousand. Core opex (defined as Supplies and Services along with Personnel Costs) per average MW in operation decreased 2% year on year reflecting strict control over costs and EDPR's asset management strategy.
Other operating costs decreased to €128 million, mainly explained by one-offs in 2016 despite 2017 higher capacity in operation.
| FINANCIAL HIGHLIGHTS (€ millions) | 2017 | 2016 | ▲% / € |
|---|---|---|---|
| Income Statement | |||
| Revenues | 1,827 | 1,651 | +11% |
| EBITDA | 1,366 | 1,171 | +17% |
| Net Profit (attributable to EDPR equity holders) | 276 | 56 | +390% |
| Cash-Flow | |||
| Operating Cash-Flow | 981 | 869 | +13% |
| Retained Cash-Flow | 1,114 | 698 | +60% |
| Net investments | 1,036 | 96 | +976% |
| Balance Sheet | |||
| Assets | 16,224 | 16,734 | -511 |
| Equity | 7,895 | 7,573 | +322 |
| I iabilities | 8,329 | 9,161 | -833 |
| Liabilities | |||
| Net Debt | 2,806 | 2,755 | +51 |
| Institutional Partnerships | 1,249 | 1,520 | -271 |
All in all, Net Profit totaled €276 million and Adjusted Net Profit €226 million, if adjusted for non-recurring events (oneoffs: 2016 +€110 million, including depreciation schedule adjustment to 30 years; 2017 -€50 million, mainly related to positive adjustments on asset rotation past transactions, impairment losses and one-offs in taxes).
Despite the challenging year EDPR was able to deliver a robust cash-flow generation. Following EBITDA cash-generation, income tax of the year, interests, banking and derivatives expenses and minority dividends/interest payments, 2017 Retained Cash-Flow increased 60% to €1,114 million. In 2017, RCF includes a non-recurrent event (+€1 million from bonus depreciation) in Tax Equity realized revenues, if adjusted by such event, RCF increased by % year on year.
Capital expenditures totaled €1,051 million reflecting the capacity added in the year, the capacity under construction and enhancements in capacity already in operation. Pursuing the strategic partnership between EDPR's main shareholder (EDP) and CTG, in 2017 occurred the settlement of CTG – ENEOP transaction for a total amount of €247 million.
Net Debt totaled €2,806 million, €51 million higher year on year, mainly reflecting the investments done and changes from consolidation perimeter variations in Mexico.
EDPR revenues increased 11% year on year to €1,827 million, an increase of €176 million when compared with 2016 mainly due to higher installed capacity, positive impact from prices despite lower average selling price due to generation mix, along with higher wind resource year on year.
Other operating income amounted €95 million with the year on year performance EHQHILWHGby a gain (+€29 million) following the sale of a stake and loss of control of
a UK offshore project and gains in past asset rotation transaction's adjustments along with a revaluation gain related to the acquisition of assets.
Operating Costs (Opex) totaled €556 million, with higher capacity in operation. In detail, Core Opex totaled €428 million, with Core Opex per Avg. MW and per MWh decreasing by 2% and 5% respectively, reflecting strict control over costs and EDPR's asset management strategy. Other operating costs decreased to €128 million, mainly explained by one-offs in 2016 despite 2017 higher capacity in operation.
EBITDA increased by 17% year on year to €1,366 million, leading to an EBITDA margin of 75% and unitary EBITDA per MW in operation totaled €134 thousand (+7% vs 2016). Adjusted EBITDA summed €1,339 million (+13% vs Adj. EBITDA in 2016 of €1,184 million) if adjusted by non-recurrent events.
Operating income (EBIT) increased 42% year on year to €803 million, driven by the positive top line performance as well as a 7% decrease in depreciation and amortization cost (including provisions, impairments and net of government grants) due to EDPR's change in depreciation schedule that offset the negative impact from higher capacity in operation.
At the financing level, Net Financial Expenses decreased to €302 million mainly reflecting the lower Net interest cost of debt after favorable negotiations along with lower average debt and with yearly comparison impacted by a €30 million one off accounted (in 2016) in Other financial expenses mainly on the back of early cancelation and optimization of certain project finances.
In 2017, Pre-Tax Profit summed €504 million, with income taxes totaling €48 million. Effective tax rate was 10%, positively impacted by the outcome of the US tax reform by the end of the year. Non-controlling interests amounted to €180 million, increasing year on year in line with top line performance and changes in depreciation schedule along with EDPR settlement of previous minority stakes transactions. All in all, Net Profit totaled €276 million and adjusted Net Profit € 226 million (+36% vs 2016 adjusted at €166 million) if adjusted for non-recurring events.
| CONSOLIDATED INCOME STATEMENT (€ million) 2017 | 2016 | S% / € | |
|---|---|---|---|
| Revenues | 1,827 | 1,651 | +11% |
| Other operating Income | 95 | 54 | +77% |
| Supplies and services | (327) | (305) | +7% |
| Personnel costs | (101) | (94) | +7% |
| Other operating costs | (128) | (135) | (5%) |
| Operating Costs (net) | (461) | (480) | (4%) |
| EBITDA | 1,366 | 1,171 | +17% |
| EBITDA/Net Revenues | 75% | 71% | +4pp |
| Provisions | 0.2 | (4.7) | - |
| Depreciation and amortisation | (583) | (624) | (7%) |
| Amortization of government grants | 20 | 22 | (12%) |
| EBIT | 803 | 564 | +42% |
| Financial Income / (expenses) | (302) | (350) | (14%) |
| Share of profits of associates | 2.7 | (0.2) | (1567%) |
| Pre-tax profit | 504 | 214 | +136% |
| Income taxes | (48) | (38) | +28% |
| Profit of the period | 456 | 176 | 2 |
| Net Profit Equity holders of EDPR | 276 | 56 | 4 |
| Non-controlling interest | 180 | 120 | +51% |

Total Equity of €7.9 billion increased by €322 million in 2017, of which €112 million attributable to non-controlling interests. The increased equity attributable to the shareholders of EDPR by €220 million is mainly due to €276 million of Net Profit and €96 million of Asset Rotation transactions, reduced by the €44 million in dividend payments.
Total liabilities decreased 9% by -€833 million, mainly due to a decreased in accounts payable (-€479 million), institutional partnerships (-€271 million) and financial debt (-€169 million).
With total liabilities of €8.3 billion, the debt-to-equity ratio of EDPR stood at 105% by the end of 2017, which is a decrease from the 121% in 2016. Liabilities were mainly composed of financial debt (39%), liabilities related to institutional partnerships in the US (15%) and accounts payable (28%).
Liabilities to tax equity partnerships in the US decreased 18% to €1,249 million, including +\$507 million of new tax equity proceeds received in the 2017. Deferred revenues related to institutional partnerships primarily represent the non-economic liability associated to the tax credits already realized by the institutional investor, arising from accelerated tax depreciation, and yet to be recognized as income by EDPR throughout the remaining useful lifetime of the respective assets.
Deferred tax liabilities reflect the liabilities arising from temporary differences between the accounting and the tax basis of assets and liabilities. Accounts payables include trade suppliers, PP&E suppliers, deferred income related to investment grants received and derivative financial instruments.
As total assets totaled €16.2 billion in 2017, the equity ratio of EDPR reached 49%, versus 45% in 2016. Assets were 81% composed of net PP&E - property, plant and equipment, reflecting the cumulative net invested capital in renewable energy generation assets.
Total net PP&E of €13.2 billion changed to reflect €1,047 million of new additions during the year and €222 million from other (changes in Mexico consolidation perimeter and the acquisition of 50% stake in a Spanish wind farm partially offset by the loss of control over Moray (UK) and other impairments), reduced by €984 million from negative exchange differences along with €537 million from depreciation charges, impairment losses and write-offs.
Net intangible assets of €1.5 billion mainly include €1.3 billion from goodwill registered in the books, for the most part related to acquisitions in the US and Spain, while accounts receivable is mainly related to loans to related parties, trade receivables, guarantees and tax receivables.
| STATEMENT OF FINANCIAL POSITION (€ million) | 2017 | 2016 | S% / € |
|---|---|---|---|
| Assets | |||
| Property, plant and equipment, net | 13,185 | 13,437 | (252) |
| Intangible assets and goodwill, net | 1,546 | 1,596 | (50) |
| Financial investments, net | 312 | 348 | (36) |
| Deferred tax assets | 64 | 76 | (11) |
| Inventories | 29 | 24 | +5 |
| Accounts receivable – trade, net | 364 | 266 | +98 |
| Accounts receivable – other, net | 235 | 338 | (103) |
| Collateral deposits | 43 | 46 | (3) |
| Cash and cash equivalents | 388 | 603 | (215) |
| Assets held for sale | 58 | - | +58 |
| Total Assets | 16,224 | 16,734 | (511) |
| STATEMENT OF FINANCIAL POSITION (€ million) | 2017 | 2016 | S% / € |
|---|---|---|---|
| Equity | |||
| Share capital + share premium | 4,914 | 4,914 | - |
| Reserves and retained earnings | 1,146 | 1,155 | (10) |
| Net profit (equity holders of EDPR) | 276 | 56 | +220 |
| Non-controlling interests | 1,560 | 1,448 | +112 |
| Total Equity | 7,895 | 7,573 | +322 |
| Liabilities | |||
| Financial debt | 3,237 | 3,406 | (169) |
| Institutional partnerships | 1,249 | 1,520 | (271) |
| Provisions | 276 | 275 | +1 |
| Deferred tax liabilities | 356 | 365 | (9) |
| Deferred revenues from institutional partnerships | 915 | 819 | +95 |
| Accounts payable – net | 2,297 | 2,776 | (479) |
| Total Liabilities | 8,329 | 9,161 | (833) |
| Total Equity and Liabilities | 16,224 | 16,734 | (511) |
In 2017, EDPR generated Operating Cash-Flow of €981 million, an increase of 13% year on year, reflecting EBITDA performance and reinforcing the generation capabilities of its assets in operation.
The key items that explain 2017 cash-flow evolution are the following:
| CASH FLOW (€ million) | 2017 | 2016 | S% / € |
|---|---|---|---|
| EBITDA | 1,366 | 1,171 | +17% |
| Current Income Tax | (46) | (50) | (7%) |
| Net interest costs | (139) | (179) | (22%) |
| Share of profits of associates | 3 | (0.2) | - |
| FFO (Funds from operations) | 1,184 | 942 | +26% |
| Net interest costs | 139 | 179 | (22%) |
| Income from associated companies | (3.0) | 0.2 | - |
| Non-cash items adjustments | (52) | (12) | +338% |
| Changes in working capital | (62) | (43) | +43% |
| Operating Cash Flow | 981 | 869 | +13% |
| Capex | (1,051) | (1029) | +2% |
| Financial Investments | 15 | (31) | (149%) |
| Changes in working capital related to PP&E suppliers | 14 | 10 | +36% |
| Government Grants | (0.02) | 0.8 | (102%) |
| Net Operating Cash Flow | (41) | (181) | (77%) |
| Sale of non-controlling interests and shareholders' loans | 247 | 1189 | (79%) |
| Proceeds/(Payments) related to Institutional partnerships | 250 | 452 | (45%) |
| Net interest costs (post capitalisation) | (123) | (156) | (21%) |
| Dividends net and other capital distributions | (115) | (146) | (21%) |
| Forex & Other | (269) | (207) | +30% |
| Decrease / (Increase) in Net Debt | (51) | 952 | (105%) |

EDPR's Net Debt totaled €2.8 billion, an increase of €51 million vs 2016, mainly reflecting the investments done in the year and changes resulting from consolidation perimeter variations in Mexico.
Loans with EDP group, EDPR's principal shareholder, accounted for 70% of the debt, while loans with financial institutions represented 30%.
As of December 2017, 42% of EDPR's financial debt was Euro denominated, 46% was funded in US dollars, related to the company's investment in the US and the remaining 12% was mostly related with debt in Polish Zloty and Brazilian Real.
EDPR continues to follow a long-term fixed rate funding strategy, matching the operating cash-flow profile with its financial costs and therefore mitigating interest rate risk. Accordingly, 84% of EDPR's financial debt had a fixed interest rate. As of December 2017, 11% of EDPR's financial debt had maturity in 2018, 12% in 2019, 28% in 2020 and 49% in 2021 and beyond. In 1Q17, EDPR renegotiated a maturity extension of €1.4 billion, which was initially contracted in 2009 with EDP and scheduled to mature in 2018.
In 2017, the average interest rate was 4.0% (flat YoY), reflecting EDPR's €2.8 billion debt restructured and early amortized since 1Q16.
Liabilities referred to Institutional Partnerships totaled €1,249 million (-€271 million vs 2016) reflecting the benefits captured by the projects and by the establishment of a new institutional Tax Equity financing structure along with forex translation.
| FINANCIAL DEBT (€ million) | 2017 | 2016 | S € |
|---|---|---|---|
| Nominal Financial Debt + Accrued interests | 3,237 | 3,406 | -169 |
| Collateral deposits associated with Debt | 43 | 46 | -3 |
| Total Financial Debt | 3,194 | 3,360 | -166 |
| Cash and Equivalents | 388 | 603 | -215 |
| Loans to EDP Group related companies and cash pooling | 0.02 | 1 | -1 |
| Financial assets held for trading | - | - | - |
| Cash & Equivalents | 388 | 605 | -217 |
| Net Debt | 2,806 | 2,755 | +51 |



In Europe, EDPR delivered revenues of €943 million, an increase of €30 million versus 2016, reflecting the impact from higher electricity output that increased 4% versus 2016 to 11.7 TWh, and despite lower average selling price. European output benefited from capacity additions over the year along with higher load factor 31% (vs 30% in 2016). In 2017, European generation accounted for 42% of EDPR total output.
In detail, the increase in revenues was mainly the result of higher revenues in Spain, France, Italy and Romania on the back of higher generation or higher average selling prices.
In 2017, EDPR average selling price in Europe decreased 1% to €81 per MWh, mainly driven by a 17% lower average selling price in Poland, on the back of lower green certificate prices and a regulatory change in the substitution fee calculation method (now calculated as 125% of previous year GC avg. price).
Net Operating costs decreased €32 million, to €215 million, mainly explained by the
increased in Other operating income totaling €66 million, with the increase year on year mainly explained by a capital gain following the sale, and loss of control, of a stake on an offshore UK project (€29 million) and gains in past asset rotation transaction's adjustments along with a revaluation gain related to the acquisition of assets. Supplies and Services and Personnel costs increased year on year on the back of higher capacity in operation and Other operating costs decreased 5%, reflecting EDPR´s strict control over costs.
In 2017, Core Opex (Supplies & Services and Personnel Costs) per average MW in operation totaled €39 thousand (+0.4% year on year) and Core Opex per MWh decreased 2% year on year to €17 benefited from the higher output in the year.
All in all, EBITDA in Europe totaled €729 million reflecting an EBITDA margin of 77% and leading to an EBIT of €437 million. In 2017, depreciations and amortizations (including provisions, impairments and net of amortizations of government grants) decreased by 5% YoY, reflecting the change in EDPR depreciation schedule from 25 to 30 years.
| EUROPE STATEMENT (€ million) | 2017 | 2016 | S% / € |
|---|---|---|---|
| Revenues | 943 | 913 | +3% |
| Other operating income | 66 | 35 | +90% |
| Supplies and services | (167) | (162) | +3% |
| Personnel costs | (30) | (30) | (2%) |
| Other operating costs | (84) | (89) | (5%) |
| Operating Costs (net) | (215) | (247) | (13%) |
| EBITDA | 729 | 666 | +9% |
| EBITDA/Net Revenues | 77% | 73% | +4pp |
| Provisions | (0.2) | (5) | - |
| Depreciation and amortisation | (295) | (303) | (3%) |
| Amortization of government grants | 3 | 1 | +159% |
| EBIT | 437 | 360 | +21% |



In 2017, Revenues increased \$150 million to \$930 million, (+19% year on year) on the back of the 20% increase in electricity output and a stable average selling price in the year.
Average selling price in the region was flat year on year at \$46 per MWh. In the US, reflecting capacity additions and different mix of load factors vs prices, the average price totaled \$46 per MWh (-1% vs 2016). In Canada, EDPR average selling price was \$112 per MWh (+2% vs 2016) and in Mexico average selling price was \$60 per MWh.


Net Operating costs summed \$254 million, \$29 million higher vs 2016, mainly explained by higher Personnel costs and Supplies and Services, justified by the higher capacity in operation and the Operational and Maintenance strategy. Core Opex (Supplies and Services and Personnel costs) per average MW in operation decreased by 1% versus 2016 to \$47 thousand, reflecting EDPR focus on efficiency and control over costs along with an increase in average MW in operation. Core Opex per MWh decreased by 4% to \$15, also benefitting by the higher wind resource in the year.
Income from institutional partnerships was 17% higher year on year to \$255 million, reflecting new tax equity partnerships and the output from projects generating PTCs, along with PTCs upward price revision to \$24 per MWh.
EDPR completed \$507 million of tax equity financing in exchange for an interest in the 100 MW Meadow Lake V, 99 MW Redbed Plains, 98 MW Quilt Block and 66 MW Hog Creek US wind farms along with 60 MW of three solar PV plants in South Carolina.
| NORTH AMERICA STATEMENT (US\$ million) | 2017 | 2016 | S%/US\$ |
|---|---|---|---|
| Electricity Sales & Other | 676 | 562 | +20% |
| Income from Institutional Partnerships | 255 | 219 | +17% |
| Revenues | 930 | 781 | +19% |
| Other operating income | 25 | 26 | (3%) |
| Supplies and services | (176) | (154) | +14% |
| Personnel costs | (57) | (49) | +17% |
| Other operating costs | (47) | (48) | (3%) |
| Operating Costs (net) | (254) | (225) | +13% |
| EBITDA | 676 | 555 | +22% |
| EBITDA/Net Revenues | 73% | 71% | +2pp |
| Provisions | 0.4 | 0.1 | +315% |
| Depreciation and amortisation | (311) | (343) | (9%) |
| Amortization of government grants | 18 | 23 | (21%) |
| EBIT | 384 | 235 | +63% |
Due to the strong North America top line performance, EBITDA increased to \$676 million (+22% year on year) and reached an EBITDA margin of 73% (+2pp vs 2016).
In Brazil, EDPR reached revenues of R\$226 million (+R\$94 million vs 2016), representing a year on year increase of 71%, explained by an increased in electricity generation on the back of higher installed capacity and a stronger wind resource.
The average selling price in Brazil increased to R\$289 per MWh in the year, reflecting a temporary PPA unwinding at Baixas do Feijão wind farm (120 MW).
As of December 2017, EDPR had a total installed capacity of 331 MW in Brazil including 127 MW of new additions related to JAU & Aventura wind farms. Brazilian projects operate under programs with long-term contracts to sell the electricity produced for 20 years, providing long-term visibility over cash-flow generation throughout the projects' life.



Net Operating costs totaled R\$23 million, a decrease of R\$12 million versus 2016 mainly due to higher Other operating revenues, that increased R\$18 million related to adjustments in past minority stake sales transactions. Operating costs totaled R\$47 million (+R\$5 million vs 2016) in line with higher installed capacity. Reflecting the strict control over costs, higher average capacity in operation and increased efficiency, Core Opex totaled R\$41 million, with Core Opex per Avg. MW and per MWh decreasing by 27% and 13% respectively, year on year.
Following the outstanding top line performance, in 2017, EBITDA reached R\$203 million (vs R\$97 million in 2016), with higher YoY EBITDA margin (90%; +17pp vs 2016).
| BRAZIL INCOME STATEMENT (R\$m) | 2017 | 2016 | S%/R\$ |
|---|---|---|---|
| Revenues | 226 | 133 | +71% |
| Other operating income | 24 | 6 | +298% |
| Supplies and services | (33) | (28) | +17% |
| Personnel costs | (8) | (8) | (4%) |
| Other operating costs | (6) | (6) | +12% |
| Operating Costs (net) | (23) | (36) | (35%) |
| EBITDA | 203 | 97 | +110% |
| EBITDA/Net Revenues | 90% | 73% | +17pp |
| Provisions | (0.03) | - | - |
| Depreciation and amortisation | (37) | (31) | +21% |
| Amortization of government grants | 0.21 | 0.18 | +17% |
| EBIT | 166 | 66 | +152% |
The following are the most relevant events from 2017 that have an impact in 2018 and subsequent events from the first months of 2018 until the publication of this report.
For additional information on these events, please refer to Note 39 of EDPR Consolidated Annual Accounts.
In 2017 total payments made from Spanish companies to suppliers, amounted to €173,264 thousand with a weighted average payment period of 51 days, below the payment period stipulated by law of 60 days.

EDPR, which is home to three different generations, has currently presence in 12 markets and is constantly adapting to the changing business reality. Its HR policies are based on the Business Plan Achievements and actions focused on active listening its employees. EDPR has launched different initiatives along 2017 resulting on different tools to be a more human company.
A customized value proposition is offered to the employees throughout their employee journey, which allows them to join a multinational team and grow with it. The most relevant initiatives launched in 2017 are based on flexibility, efficiency, transparency and development.

EDPR has an ongoing commitment to seek new HR initiatives, programs and measures and it is essential to practice active listening by hearing employees' opinions, viewpoints and needs and work upon them. With the 2016 Climate survey and the active participation of all employees, an Action plan was developed with the main objective of turning EDPR a greater place to work. As a result, new initiatives, programs and activities were launched during the year of 2017.
With the 5 main pillars in mind (1. Work, Structure & Process; 2. Performance Management; 3. Authority & Empowerment; 4. Collaboration/Communication; 5. Flexibility & Work Life Balance), 82% of those planned actions have already been implemented and completed.
In this context, EDPR measures in an annual basis two dimensions as main global metrics of organizational climate: engagement, which refers to employees' level of commitment and motivation, and enablement, which concerns their perception of organizational support. For the following year, with the measures and actions executed in 2016 and 2017, EDPR has defined a target of increasing 2,5% the engagement and enablement of its employees.


BEING EDPR

At EDPR, we strive to attract and retain professionals who seek to excel in their work in order to position the company as the "the first choice for employees" in the labor market. In this sense, EDPR launches some activities on an ongoing basis to strengthen its image as a leading employer. Some of those initiatives are Job fairs and Universities visits which gives EDPR visibility to different generations. During 2017, EDPR welcomed 259 employees, of whom 32% women. The average age of new hires was 31 years old. 71% of the total hires correspond to levels of Specialists and Technicians, of which 67% have University degree and above. 91% of the hires in 2017 were allocated in permanent positions and EDPR counted with 24 different nationalities among that group. Furthermore, 102 internships were offered, of which 11% were translated into new hires.
In EDPR, non-discrimination and equal opportunities are enshrined during all the selection processes. This is reflected in the Code of Ethics, which contains specific clauses on non-discrimination and equal opportunities, in line with the company's culture of diversity. Regarding the respect for human and labor rights.
The Welcome and Integration initiatives are activities that aim to:
Among the initiatives to integrate new staff, EDPR includes an Onboarding Kit with general information about the company and helpful contacts and a Welcome Day. The Welcome Day is a three-days event which helps new hires to reach the goals mentioned previously with different activities, such as a visit a windfarm or a remote dispatch center.

Part of EDPR value proposition is a competitive remuneration package, aligned with the best practices in the market. EDPR Compensation Package includes (i) an Annual Base Salary and (ii) a Variable Pay depending on the achievements of individual, area and company KPIs, and also an (iii) above market practice benefits package such as Health Insurance or Pension Plan.
The Remuneration package is not static, which means that it evolves at the same pace of employees' needs and concerns as well as the business. In 2017, the Human Resources Department has focused on analyzing the life-cycle status of
EDPR employees (by generation, personal situation - meaning with or without children) in order to offer a tailor-made Benefits Package, with an individualized approach from a communication perspective.
With the aim of delivering excellent results and meeting deadlines, EDPR employees need to be flexible and highly responsible on their daily routine. Around this dynamic, EDPR has designed work smarter a Code that includes a set of guidelines to work efficiently by maximizing the time efficiency of each daily tasks. These tasks are mainly regarding work organization, email & phone and meetings.
Additionally, different initiatives have taken place during the year in order to involve employees around this new way of working. Some of the initiatives were placing inspiring sentences and clocks in the meeting rooms to remind that time is gold.
EDPR believes that Work Life Balance (WLB) must be a shared responsibility and its practices have been awarded for seven years now the Responsible Family Employer Certification (EFR – Empresa Familiarmente Responsable) by Spain's Fundación MásFamilia. To continue this achievement, it is important to have a constant improvement on the measures in order to provide the most suitable and updated benefits to employees. The offered benefits include different areas, such as, Maternity/Paternity Leave, Kindergarten allowance, Dependent Allowance, Flexible working hours as well as several actions thinking about savings and future, mobility and communication.
Along 2017, the following benefits were launched for the first time:

EDPR is committed to the development of its employees, offering them an attractive professional career and aligning their capabilities and skills with the current and future needs of the company. The growth and development of the Group's business has led EDPR able to invest in the employees by discovering, improving and emphasizing the potential of each, which can contribute to the value creation. EDPR objective is to create opportunities for its employees through mobility and development actions to boost the employees aptitudes. The HR strategy supports different initiatives to give them visibility and foster their professional development inside the company.
Vacant positions are advertised internally as a result, 71% of new Directors have been hired internally in 2017. The cornerstones of development at EDPR are Mobility & Training and Development Programs.
EDPR considers mobility, both functional and geographical, as a human resources management tool that contributes to the organizational development. It is considered internally as a way of stimulating employees' motivation, skills, productivity and personal fulfilment. The mobility processes within EDPR aim to respond to the different challenges and needs of the Group, taking into account the particular characteristics of the different geographies.

10 FUNCTIONAL AND GEOGRAPHICAL
The employees' development is a strategic target for EDPR. That is why a job-specific ongoing training opportunities are offer with the purpose of contributing towards the enhance of knowledge and skills, as well as specific development programs aligned with the company's strategy.
The 360 potential appraisal process is created for all employees with the objective of defining each person training needs along with their manager, being the main foundation to define a customized Training Plan.
The Training Plan consists of up to two courses from the Renewable Energy School - EDP University, one Technical, Management or Behavioral training course, optional languages courses and others from free election which are seen as important for the improvement of the employee. The differentiation point about EDP University's courses is that usually contains subjects to promote the development of the skills needed to ensure the sustainability of EDPR's business across all the markets where the company is present. Here, the networking and the share of best practices within EDP tutors and participants are unreplaceable experiences.
Furthermore, in order to support the company's growth, aligning current and future organizational demands with employees' capabilities, as well as to enhance their professional development, EDPR has designed development programs for middle management, with the goal of providing them with the proper tools to take on new responsibilities.
During 2017, EDPR carried with the Coaching Program which are sessions given to middle management to fine-tune their skills with the support of internal directors.

All these measures and commitment with the employee' well-being were recognize by Great Place to Work as EDPR was once again ranked as one of the 50 best companies to work in Spain and Poland. EDPR believes that motivated workforce aligned with the company's strategy is one of the key drivers behind the ability to deliver results.
During the entire lifecycle of the wind farms, EDPR provides several economic benefits to the surrounding areas.
For the construction of wind farms, some infrastructures like roads, are required for the transportation of heavy equipment. Therefore, the construction of new roads and the rehabilitation of the existing ones will also benefit the surrounding community improving the connection for the local inhabitants. In addition, to continue with the construction flow of the wind farm and mainly in areas where wind energy is in early stages, it may be essential an upgrade of the distribution and transmission grids from the existent distribution and transmissions system operators. EDPR supports these upgrades, financially and technically, indirectly benefiting the quality of the electric service on the area. In 2017, EDPR invested c. €7 million to develop community roads and €1.6 million to improve public electric facilities.
With the aim of improving the local economic development, a high percentage of the employees and 99% of the purchases come from locations where EDPR operates. These employees usually are designated to operational activities, such as wind farm management, wind turbines operation and maintenance, electrical and civil works maintenance environmental surveillance and other support services. EDPR benefits from the specific knowledge from the local workers.
It is an ethical and civic duty to contribute to the financing of the general functions of the States where the Group is present through the payment of taxes, contributing to the welfare of citizens, to a sustainable development of the Group's local businesses and to the value creation for shareholders. The total tax contribution of EDPR Group to the public finances amounts to €171 million in year 2017. Moreover, EDPR's Social Security contribution amounts to €13 million.

EDPR believes that in order to make a positive impact on the communities where is operating and to enhance the responsible company reputation, it is vital to work for the common good by promoting and supporting social and environmental initiatives.
In 2017, EDPR invested €2 million in initiatives with the community and approved the Social Investment Policy. This policy establishes the corporate objectives and strategies related to EDPR's Social Investment, which is expressed in Corporate Social Responsibility programs and activities in the communities where EDPR is present through internally developed and collaborative initiatives, donations and volunteering. This initiatives will impact positively the promotion and development of the following four main areas: Culture & Art; Social inclusion, Sustainable ways of living & Access to energy; Natural heritage and Biodiversity and Renewable Energy & Energy Efficiency.
In 2017, these were the most relevant initiates throughout EDPR's geographies:
EDPR Rural was launched in Brazil in 2016 in partnership with SEBRAE. The goal of this partnership is to qualify and train rural farmers to effectively produce and market their products in order to increase family incomes, better organize production and guarantee a diverse and secure supply. The program also contributes to restoring dignity and pride to agricultural professions.
During 2017, two big initiatives called "Mais Negocio" were held in two municipalities of Rio Grande do Norte in order to provide training on entrepreneurship and business management to the rural families enrolled in the program.
EDPR invests in the development of communities located near its operations and strives to form close relationships with them in order to guarantee a positive legacy for future generations. In keeping with these commitments, the company created the Closer2You initiative, whose first edition was held in Constanta County, Romania in 2016.
This year EDPR extended the initiative to Poland, Brazil and Portugal and rehabilitated a total of five homes. The biggest challenge was in Babilônia, Brazil, where EDPR worked with a low-income family with three children, two of whom suffer from a mental illness. The house was in such poor condition that it was decided build the family a new one. Collaboration agreements were reached with local authorities and suppliers in order to provide the family with water and more dignified conditions.

Before and after the house
The initiative is a way of enriching EDPR's relationships with stakeholders and is focused on sustainable communities. In 2018, Closer2You will continue to help families close to EDPR's facilities.
Generation EDPR, like the other programs, is a Corporate Social Responsibility (CSR) initiative. The differentiation point is its educational approach through renewable energy. Currently, there are four main projects: Your Energy, University Challenge, Windexperts and Green Education.
5,258 students in Spain, Italy and Poland
126 projects in Spain and Poland
+100 students in Spain, France, Romania and Italy
76 school groups, 360 children in Spain
University Challenge aims to foster the spirit of innovation and creativity within the academic community, which in turn will promote a greater bond between universities and the business world. The program continued this year in its ninth edition in Spain and its second edition in Poland. It saw a significant increase in the number of projects submitted.
Your Energy is an international program that helps children discover the world of renewable energy, and Green Education supports the education of children and teenagers from families with limited resources.
Wind Experts is an educational program for children aged 10 to 13 about renewable energy while developing their sense of creativity. Through a partnership with Science4you, children received a model of a wind turbine, which they had to use to create a new structure using only recyclable materials. In 2018 it will also be developed in Portugal.
Learn more at generationedpr.edpr.com
In August 2017, the city of Houston and other surrounding cities were devastated by Hurricane Harvey and the damage caused by the severe flooding and wind. Having its headquarters there, EDPR reacted quickly in helping all the community affected by the disaster.
Both the company and its employees jumped into action by assisting their colleagues and the rest of the community. Initiatives including housing assistance, disaster pay, and additional paid volunteer time were offered to EDPR's employees. For the communities, several actions like home tear-downs and repairs, food banks and city clean-ups were organized by a group of volunteer EDPR employees, who dedicated some of their time (during or after work) to help. EDPR also donated over \$100,000 to some charities helping Hurricane Harvey Relief. These initiatives showed the spirit of share and compassion for the community that the company constantly strives to achieve.
Fundación EDP's mission is to reinforce EDP's social responsibility with its stakeholders in the geographical areas in which it carries out its activity. This happens every year with the implementation of several programs and initiatives that seek to create value for society in different areas:
According to the code of ethics, EDPR respects and undertakes to promote human rights, particularly in its supply chain.
The Principles of Sustainable Development of EDPR affirm the commitments to integrate the social aspects in planning and decision-making, to respect and promote respect for human rights in their sphere of influence, to reject abusive and discriminatory practices, as well as to ensure equal opportunities.
Additionally, EDP Group assumes the Universal Declaration of Human Rights and the conventions, treaties or international initiatives, such as the conventions of the International Labor Organization, the United Nations Global Compact and the guiding principles for business and human rights endorsed by the United Nations Human Rights Council – Ruggie Framework.
The strong sense of ethics at EDPR requires that its suppliers do not have conflicts with EDPR ethical standards. In this way, the acceptance of alignment with the spirit of EDPR's Code of Ethics and the UN Global Compact principles is required. Additionally, the EDP Group Sustainable Procurement Policy includes a reference to the promotion of respect for dignity and human rights and rejection of any form of forced labor or child labor, harassment, discrimination, abuse or other types of physical or psychological violence.
The channel for complaining to and questioning the Ethics Ombudsman of EDPR is the preferred means of contact related to the matters of human rights and labor, including in the context in the supply chain.

The EDPR's market leadership, based in value creation capacity, innovation and relationship with its stakeholders, is much influenced by the performance of its suppliers.
EDPR bases its relationship with suppliers on trust, collaboration and creation of shared value. This results in a joint capacity to innovate, strengthen sustainability policy and improve quality of operations.
After a period of an extensive characterization study of EDPR´s purchases, aiming a deeper knowledge about the economic, social and environmental impacts of EDPR's supply chain, 2017 was a year for definition of priorities concerning sustainability management.
The suppliers are evaluated throughout an multi criteria matrix (annual value spend; supply frequency; access to customers; access to technical equipment or sensitive data; supplier substitutability; component substitutability; supply failure consequence; supplier segmentation; safety risks, environmental risks and obligations) to identify their criticism.
Streamlining, from the point of view of criticism for the business, EDPR's suppliers are categorized in:
After the implementation of the Sustainable Procurement Policy, a better control has been introduced in the suppliers management process. This year, EDPR has worked in many areas, namely in the definition of pre-qualification and evaluation processes of its suppliers.

EDPR has defined policies and procedures to ensure the several aspects that fill in with the sustainability of the supply chain, as well as the management and mitigation of any type of environmental, social or ethical risks in the supply chain.

In EDPR, 2017 has been a year of work in the definition and creation of the beginning of the processes of pre-qualification and evaluation of its suppliers.
Never losing of site the EDP Group Sustainable Procurement Policy, EDPR as the firm intention of continue to work with the best practices in this field.
EDPR continues to work with mature suppliers and companies that look to meet the demanding requirements on quality, environment and prevention, as well as to comply with economical/financial solvency requirements.
3 & 4 Based on the total invoiced volume in 2017
5 Based on purchase orders placed in 2017. Local purchases are considered these ones realized in countries where EDPR has activities: from Brazil purchasing center in Brazil; from Europe purchasing center in all the European countries where EDPR operates, and from North America in US, Canada and Mexico.
1 Based on purchase orders placed in 2017
2 Critical suppliers as defined as per EDP formal corporate standard methodology
2017
| POLICIES, PROCEDURES AND STANDARDS | ||||||
|---|---|---|---|---|---|---|
| x After an extensive characterization study of EDPR's purchases, aiming a deeper knowledge about the economic, social and |
||||||
| Procurement | environmental impacts of EDPR's supply chain, a congregation of policies started to be defined. | |||||
| Policy | EDPR takes into account the 10 principles of the UN Global Compact and Code of Ethics acceptance, the Health & Safety and | |||||
| Quality certificates, as well as technical quality and economical/financial solvency of suppliers. | ||||||
| x EDPR has a Procurement Manual, which includes sustainability principles to be taken into account when ordering products or |
||||||
| Procurement | contracting services. | |||||
| Manual | x These principles summarize the most relevant aspects for EDPR in terms of sustainability in the supply chain: health and safety, |
|||||
| respect for the environment, ethics, local development and innovation. | ||||||
| x In the end of 2017, EDP Group approved a Code of Conduct for all Suppliers. EDPR propelled all its suppliers to know and accept |
||||||
| all the commitments involved (Compliance; Ethical; Environmental; Labor; Workplace, Safety and Health; Community and | ||||||
| Code of Conduct | Human Rights and Management Commitments). | |||||
| x It spells out the general and common contractual rules |
||||||
| EDP Code of Conduct is available in www.edp.com | ||||||
| x EDPR is governed under a strong sense of ethics and requires its suppliers to have no conflicts with the |
||||||
| EDPR's Code of | company's ethical standards. 100% of the EDPR |
|||||
| Ethics | x EDPR´s suppliers must know and accept by written the principles established in the Code of Ethics. critical suppliers |
|||||
| EDPR's Code of Ethics is available in www.edpr.com are aligned with |
||||||
| x Global Compact EDPR is a signatory of the UN Global Compact for Sustainable Development and is committed to |
||||||
| criteria and EDPR's implement these principles as well as to promote the adoption of these principles on its area of influence. |
||||||
| UN Global Compact |
Code of Ethics x EDPR´s suppliers must accept to comply with the UN Global Compact's ten principles, on human rights, |
|||||
| labor, environment and anti-corruption and provide the confirmation as signatories of the UN Global | ||||||
| Compact directives or a written declaration of their acceptance. | ||||||
| x Health & Safety System, based on the OHSAS 18001:2007 specifications require EDPR's employees and all other individuals |
||||||
| Health & Safety | working on behalf of EDPR to follow best practices in those areas, as required in EDPR's OH&S Policy. | |||||
| System and | x The health and safety management system is supported by different manuals, control procedures, instructions and |
|||||
| OH&S Policy | specifications which ensure the effective execution of EDPR's OH&S Policy. | |||||
| EDPR´s Health & Safety Policy are available in www.edpr.com | ||||||
| x EDPR is committed to integrate the respect for the environment into all phases of the business through the value chain and |
||||||
| ensure that all stakeholders, including suppliers, have the necessary skills to do so. | ||||||
| x EDPR´s suppliers shall adopt all necessary measures to ensure strict compliance with all applicable environmental regulations |
||||||
| EDPR´s | as well as EDPR´s Environment and Biodiversity Policies, internal norms, procedures and systems in place as regards to | |||||
| Environment and | environmental management. | |||||
| Biodiversity Policies |
x EDPR has implemented an Environmental Management System (EMS) developed and certified according to the international |
|||||
| standard ISO 14001. EDPR´s suppliers shall know and understand the EMS and ensure the full compliance with the procedures | ||||||
| set. | ||||||
| x Suppliers shall make the EMS available to its employees and subcontractors. |
||||||
| EDPR´s Environment and Biodiversity Policies are available in www.edpr.com |
EDPR suppliers have successfully perform the approval processes established by EDP Group. The rule "pass or fail" is applied to suppliers. If they do not meet the main requirements set by EDPR they will not be selected to provide services.
For all suppliers considered as critical (regardless of the purchase volume) EDPR ensures from the bidding to the time of providing the service (work execution or maintenance) the compliance of technical quality, economical/financial solvency, and health, safety and environmental management.
THE LIVING ENERGY BOOK
EDPR monitors critical suppliers during their services delivery, taking into account aspects as quality, safety, health and environment (waste management, oil spills, etc.). EDPR also ensures the compliance with standards, commitments and procedures of EDPR in all value chain.
| A) During the execution phase, the construction manager works closely with a health VDIHW\ VXSHUYLVRU DQG environmental supervisor, plus holds weekly meetings with suppliers (BOP contractor and, where applicable, the turbine supplier). Contractors receive feedback and improvement plans are established in the areas of quality, health safety and environment through performance reports. In addition, the company also has external supervision in these areas. |
Suppliers share with EDPR their new solutions, products or upgrades to improve collaboration between both parties. |
|---|---|
| B) During the wind farms operation phase, the wind farm manager is responsible for service quality and compliance with the rules and health safety and environmental procedures. These processes are reinforced by the management systems according to O+6AS 18001 and ISO 14001. *LYHQWKHLPSDFWRIWKHLUSHUIRUPDQFHLQWKHVHDUHDVFRQWUDFWRUVDVVXPLQJWKHVHPDQDJHPHQW V\VWHPVDVRZQV\VWHPVLVFUXFLDOIRU('35 |
EDPR uses applications for health and safety and environmental management, including regulatory and obligation tracking, which work as collaborative tools, therefore involving the entire organization and suppliers to prevent work and environmental accidents. Furthermore, in the wind farms are carried out drills regarding health and safety and environmental accidents or incidents.
The relevant aspects for EDPR in relation to sustainability in the supply chain are Innovation, Health and Safety, Respect for the Environment, Ethics and Local Development. These aspects are expressed in the Procurement Manual.

EDPR's reputation and brand visibility depend, among other things, on media organizations, which represent an extremely important stakeholder group within the company. In order to maintain this stakeholder informed, EDPR works to keep all media organizations up-to-date about initiatives the company carries out, whether related to financial issues, company performance, corporate social responsibility or any other relevant activities. To better achieve this, EDPR always strives to respond quickly to all questions and/or comments that might appear, and it has developed a media calendar.
For better understanding between both parties and to pursue a fluid and dynamic dialogue with this stakeholder group, EDPR has developed several communication channels that allows the media to easily get in touch with the organization. The innovation this year was the improved corporate website (www.edpr.com), which includes three large sections dedicated to media: news repository, multimedia area and the contact center. With the release of this new website, EDPR believes that following the current trends and the best practices which always tries to achieve, it made it more user-friendly and mobile-first for its users. Other kind of media communication channels are press conferences, interviews with company top-management and conference calls. Currently, EDPR is developing a new media kit which will improve the clarification of the company's business and its main indicators to the opinion-makers and the media.
In 2017, the mainly interactions with the media generated news primarily in Portugal, Spain, North America and Brazil. These news items reflect the company's strategy for each of these markets. Portugal was the largest source of the news items, with highest favorability. Some other important news items mention this year included: the conclusion of wind farm projects, plans to advance with new wind farms in various countries, government approval of new projects, data on EDPR increasing energy production, positive developments of the company's shares on the stock exchange, power purchase agreements, charitable actions such as a donation to Hurricane Harvey repair and rebuilding efforts, actions in support of start-ups, financial results and strategic divestments. Brazil also had a strong impact on news by the end of the year due to the December power generation auctions where EDPR was one of the active bidders.








At EDPR, is top priority to guaranty the health, safety and well-being of its employees and contractors. A commitment that is supported by the Health and Safety (H&S) policy. The company is aware that it works in a sector particularly sensitive to occupational risk, which is why the primary goal is to set an EDPR way for maintaining health and safety requirements across all geographies. To achieve it, the main focus is on hands-on training by rigorously verifying the implementation of safety standards and updating the standard operating procedures to match the regulatory changes.
As an integral part of the H&S strategy, employees actively engage in both behavior-based safety and risk assessment activities based on the potential risks associated with their tasks. They rigorously follow the guidelines and always strive to achieve the safest workplace for all those who provide services in the facilities. H&S committees and subcommittees throughout EDPR pursue and support the implementation of H&S measures by collecting information from different operational levels and involving employees with the establishment and communication of the preventative plan. These committees, present on every working field, ensure that employees' and contractors' concerns are listened and resolved.
With the intention of promoting positive and healthy interactions/discussions, EDPR promotes employees' and contractors' to work as a team to improve safety performance. The main principles are:
To constantly keep improving the safety programs, EDPR encourages multiple safety campaigns throughout the year with several positive (safety) incentive programs for its employees'.
Furthermore, in order to achieve the zero accidents target, EDPR has implemented H&S management systems based on
the OHSAS 18001:2007 specifications. The standards and procedures of these systems are adapted to the specificities of each geography where they are implemented and are developed based on the country's regulation and industry's best practices. The commitment to the H&S is further supported through the OHSAS 18001 certification. By the end of 2017, this certification covers 91%1 of EDPR's installed capacity.
EDPR focus on an approach that is data driven to identify and react to leading indicators of injuries. The implementation of the H&S management systems allows it to manage and prevent future accidents with the objective of reaching the zero accident goal.
During 2017, EDPR registered a substantial improvement in its H&S ratios. The number of accidents with absence registered for employees and contractor personnel decreased by 40%, resulting in a drop of 49% in the injury rate to 1.92 impacted by lower number of accidents and more worked hours. Additionally, the lost work day rate decreased by 59% to 693, driven by lower average lost work days per accident.

A greater focus on proactive approach in the H&S management plus the realization of the benefits from OHSAS certification results in a significant improvement in the statistics.
1 Calculation based on 2016YE installed capacity.
2 Injury Rate calculated as [# of accidents with absence/Hours worked * 1,000,000]
3 Lost Work Day Rate calculated as [# of working days lost/Hours worked * 1,000,000]
EDPR protects the environment complementing the strategy of fighting against climate change with its responsable management along the whole value chain.
Wind power is one of the most environmentally friendly ways of producing energy. The impact of EDPR's business on the environment is small but nevertheless, the company works on a daily basis to hold itself to a higher standard. EDPR believes that proactive environmental management generates value and constitutes the duty of any socially responsible company, that's why it is one of the pillars of EDPR's Environmental Policy.

EDPR produces competitive energy based on renewable sources that contribute to sustainable economic growth
EDPR core business activity inherently implies the reduction of GHG emissions. Wind and solar energy has zero carbon emissions, contributing to the world's fight against climate change and does not produce harmful SOX, NOX or mercury emissions, protecting valuable air and water resources.
Besides, generation from wind and solar energy does not consume water in its operational processes.
Engaged with biodiversity
Fighting against climate change is the best contribution to tackle biodiversity loss
EDPR is aware of the sensitivity of natural ecosystems and the pressures affecting biodiversity. The main approach to contribute to the global challenge of reducing biodiversity loss is clear: produce clean energy (without emissions), to fight against climate change, one of the greatest threats for biodiversity.
The environmental strategy of the company complements this approach ensuring the minimization of the impacts on biodiversity along the whole value chain and seeking an overall positive balance with projects focused on the conservation of wildlife. It is EDPR's duty, as a sustainable company, to contribute to the development of research and conservation programs, as well as, to broadening scientific knowledge on biodiversity matters, by supporting institutions and strengthening dialogue and partnerships.

EDPR promotes the efficient use of natural resources in all activities, within the framework of a circular economy
The wind turbine is mainly made of recyclable material, which according to the Life cycle Assessment of EDPR's main turbine supplier it is around 80% to 90%1. The missing percentage is concerning the turbine's blades that are composed and manufactured by complex materials (glass or carbon fibers, thermos-hardened resins, sandwich structures, coatings, etc.), make it very hard to recycle.
The volume of these wastes can't still be compared with the size of the wind energy business, since it has been developed recently. Though, with the increasing maturity of the business, it is believed that these numbers will progressively increase.

1 According to the Life Cycle Assessments of our main turbine suppliers.

EDPR is strongly committed to contribute to the protection of the environment through a proactive environmental management of its facilities in operation, assured through the Environmental Management System (EMS). The EMS is developed in accordance with the ISO 14001 international standard and certified by an independent certifying organization.
In 2017, EDPR's activities avoided the emission of 22,051 thousand tons of CO2.
These emissions represent 0.1% of the total amount of emissions avoided and 50% of the total emissions are from the necessary electricity consumption by the wind farms. In 2017, 100% of the emissions related to electricity consumption in windfarms and our own offices in Spain and US have been compensated by Certifications of Origin in Spain and Renewable Energy Certifications (RECs) in US, obtained from the renewable energy generation.
2017 was a hard year in terms of natural disasters mainly driven by Climate Change affecting a lot of countries, including some where EDPR has presence. EDPR is especially concerned about forest fires since rural communities where the company's facilities are located are particularly vulnerable to disasters of this nature.
Apart of counting with a business model that relies on clean energy generation, fighting against Climate Change and the risk it poses to forest fires, EDPR is firmly committed to contribute in reducing and preventing forest fires.
Beyond the emissions related to the operation phase, from a life cycle point of view others shall be considered (manufacture of components, transport, construction...). EDPR wind farms with a projected life span of 30 years, will pay back its life cycle energy consumption in less than a year1, meaning, more than 29 years of a wind farm's life will be producing clean energy.
Furthermore, reinforcing the commitment to biodiversity and the local communities, during 2017, EDPR approved a Forest Fire Prevention Plan which includes the following initiatives:
The management of wind energy waste is a significant and constant concern for EDPR. The lack of a technique to recycle wind turbine blades at the end of their useful life is recognized as one of the challenges of the industry. In this regard, in 2017, the company announced a cooperation agreement with the start up Thermal Recycling of Composites (TRC) to support the development of the R3FIBER technique, a viable, maximum-efficiency system for recycling wind turbine blades that are no longer in use, and implement a wind turbine blade recycling program.
Developed by TRC and a team at CSIC's National Center for Metallurgical Research, the R3FIBER technology is based on using materials without producing waste. This technology fully harnesses
mass, energy and the reuse of materials. The highlight is its unique feature of creating high-quality fibers (without resins) suitable for reuse. Therefore, R3FIBER technology is both sustainable since it does not generate waste, and efficient because it allows a maximum energy recovery.
This pilot program will apply to damaged wind turbine blades that need to be replaced, and in the future, blades from EDPR wind farms that have reached the end of their life cycle. To address the situation of managing this non-hazardous waste going forward, EDPR has partnered with TRC to create a new, sustainable system that allows wind turbine blades to be put to use.
During 2017 EDPR launched innovative projects focused on adding value to existing areas of the business, such as the combination of existing power plants (wind and hydro, in alliance with EDP) with solar PV and storage. These are tangible examples of combined effort with partners and suppliers with the goal of bringing the renewable industry forward.
At the same time the Company's high-skilled teams kept implementing new solutions in day-to-day business operations, boosting value creation through the application of innovative and lean initiatives.
Generating electricity since January 2017 in the Alto Rabagão reservoir in Northern Portugal this project is a combined effort of EDP Produção, EDP Comercial and EDP Renováveis in which each company of the group brings its expertise to the dashboard.

Alto Rabagão floating solar plant
The experimental solar plant was the world's first power plant to combine hydro and solar technologies. It has an installed capacity of 0.2 MW and occupies 2.500 square meters, floating in waters 60 m depth. The 840 solar panels installed are expected to deliver 300 MWh/year of clean energy to the hydro power plant substation already existent nearby.
This is the first project where the floating panels work in tandem with the dam's hydroelectric rotors, meaning that the solar panels produce energy during the day while saving hydro power to compete during intermittent demand peaks. When there is no demand the electricity produced by the solar panels allows the hydro plant to be autonomous from the network, consuming renewable energy to keep its systems running.
One of the main goals of the pilot, in which EDPR's expertise is vital, is to compare the offshore solar production versus a similar plant located onshore nearby. It's been proven that if the panels reach an excessive temperature its performance decreases. Those installed in the floating plant, naturally refrigerated, are able to deliver a better performance than the similar plant onshore.
This solution combined with the fact that floating solar plants would need less space than onshore to reach the same installed capacity, as floating power plants do not need to avoid terrain constrains due to the morphology of the lands, will open new opportunities for this brand new technology.
While studies in Alto Rabagão will continue, the EDP group is already considering the extension of this experience to larger facilities.
In 2017 EDPR installed, in collaboration with Vestas, an array of solar panels directly connected with one operating wind turbine generator in "El Conilete" wind farm (Andalucia, Spain). This installation will provide deeper knowledge about the benefits of combining both technologies. This option has several upsides, as it makes use of the existing infrastructure with almost no investment, excluding the solar panels, as the new capacity will take advantage of inverters, transformers, switchgears and cables. A new software was developed between Vestas and EDPR to control and monitor the performance of the combined generator.
A second phase of this project has already been launched, consisting in the addition of coupled batteries to create a combined wind, solar and storage generator. EDPR will benefit in this project from the experience acquired in the storage systems it has already installed in its solar and wind power plants in Romania.

El Conilete hybrid power plant installation
After more than a decade of continuous expansion EDPR's capacity to deliver top quality assets has been more than proven. Always looking for improvement, 2017 saw new innovative solutions in the construction and commissioning procedures of our power plants, making the process faster, safer and more environmentally friendly.
As an example, in the Meadow Lake V wind farm (Indiana, USA), on top of the already established "98 out of the gate" program (target is to reach 98% of availability in each turbine as fast as possible) that resulted in 99% pre-COD availability generating 22.7 million KWh of test energy, field-driven innovations piloted by EDPR's team in collaboration with Mortenson, civil contractor, successfully crystalized in the completion of a full scale stay-form foundation pedestal which eliminated risk associated with heavy materials, equipment, and suspended overhead loads from the turbine foundation and reduced the cost while improving safety for the construction workers
Another initiative launched was the utilization of a digital transition process – making this the first project that turned 100% digital documents to EDPR. This has an estimated savings of \$30,000 in paper and printing costs, with an additional \$30,000 of savings in administrative costs to assemble binders and store and scan documents into our internal document management system.
During 2017 EDPR also implemented a new planning methodology based on a single tool and integrated process throughout the organization. Effective implementation lowered lead times, decreased budgeting work peaks, allowed for planning full useful life of assets, and improved scenario and reforecasting capabilities. The new planning system is cloud-based, easy to access to all the personnel involved from any geography, thus improving work-life balance and data integrity and accountability.
As a direct upside, it will add important insights to top level discussion and a deeper understanding of business driver impact on financial performance, helping EDPR to reach another level in the business analysis. During 2018 the tool will keep its roll-out to all the departments involved in the budgeting process of the company.

| Materiality Assessment | 89 |
|---|---|
| Economic Topics | 91 |
| Environmental Topics | 95 |
| Social Topics | 102 |
| Reporting Principles | 112 |




The macro-economic context, where the challenges of sustainability are increasing, summing up with the diversity of EDPR's stakeholders, results in a large and complex list of important issues, which must be prioritized according to its relevance and significance. An issue is considered material when it influences the decision, the action and the performance of an organization and its stakeholders.
EDPR's material issues were identified and the results achieved supported the preparation of this Annual Report, as reflected in the company's management strategy and, in particular, in its agenda for sustainability.
The methodology adopted is based on the Accountability Standards and this information is collected corporately and within each business units.
Materiality is acquired by the interception of the issues identified by stakeholders with the importance given internally by the business. The topics identified by the company are prioritized according to the frequency with which they appear in different categories analyzed.
The relevance for society is determined by the importance/impact of a specific theme from an external perspective to the company, designated as society perspective. Therefore, the society vision reflects the vision idea/concept of the several stakeholder groups that have influence on or are influenced by EDPR's activities. This vision must be obtained through sources that ensure independence from the company by means of collecting on most cases external data. This vision must be achieved through sources that are independent from the company to collect, on most cases, external data.
In parallel, the establishment of a society vision is also supported by documents, analysis and international/national specific studies that allow a broad perspective of the emerging trends in the sustainability area. Consequently, the company considers that the vision of the several stakeholders reflects the vision of society, thus allowing the assessment of the expectations outside EDPR.
The vision of the business is obtained through the evaluation of the importance/impact of a specific theme from an internal perspective to the company. This vision is originated from the analysis of the defined business strategic goals as these, depict the current positioning and concerns of EDPR, reflect the future vision of the business.
The materiality matrix describes visually and promptly the most sensitive and impacting themes by comparing the relevance to society with the relevance to the business. The critical and sensitive themes for the business, obtained from the analysis of the materiality matrix, allows the company to drive the strategy and support the decision-making process as well as to focus the report of information based on shared interests between company and stakeholder, therefore, facilitating the relationship among them.

| GRI 201-1 - DIRECT ECONOMIC VALUE GENERATED AND DISTRIBUTED | |||
|---|---|---|---|
| € millio n | 2017 | 2016 |
|---|---|---|
| ECONOM IC VALUE GENERATED AND DISTRIBUTED | ||
| Turnover | 1,637 | 1,485 |
| Other income | 321 | 251 |
| Gains/(losses) on the sale of financial assets | 0 | 2 |
| Share of profit in associates | 3 | 0 |
| Financial income | 41 | 54 |
| Economic value generated | 2,001 | 1,792 |
| Cost of raw material and consumables used | 35 | 31 |
| Supplies and services | 327 | 305 |
| Other costs | 128 | 135 |
| Personnel costs | 101 | 94 |
| Financial expenses | 343 | 404 |
| Current tax | 46 | 50 |
| Dividends | 133 | 153 |
| Economic value distributed | 1,113 | 1,172 |
| Economic value accumulated | 888 | 620 |

According to the International Renewable Energy Agency (IRENA), renewable energy, coupled with energy efficiency gains, can provide 90% of the CO2 emissions reductions needed by 2050 to stay within the Paris Agreement boundaries. In this scenario, renewable technologies could generate more than 80% of all electricity by 2050, including a 52% share from wind and solar which would have to grow from today's approximately a 5.5% share. The leading role of renewables has been noticed by governments around the world and most countries have included renewable energy targets in their NDCs. A clean energy revolution is naturally underway not only because it is sustainable but also because economically,
onshore wind and solar PV costs have been declining and these technologies are now among the cheapest sources of energy in a growing number of countries, as highlighted by Lazard, Bloomberg New Energy Finance and IRENA. The competitiveness of renewables has been clearly evidenced in 2017 with wind (onshore and offshore) and solar PV's tenders beating a record of low prices all around the globe.
This awareness is increasingly growing in all sectors. Corporations, for instance, have been signing power purchases agreements (PPA) with renewable generators in order to fill their electricity needs. Renewables represent now an increasingly share of new investments in power-generating facilities1 and according to BNEF, renewable energy sources are set to represent almost 75% of the investments in new power generation technologies until 2040. Not surprisingly, Europe's major utilities pledged to become carbon-neutral "well before 2050" and even several oil and gas major companies have significantly increased their investment in renewables during the recent years. Funding institutions are also stepping back from fossil fuel projects; the World Bank announced in December 2017 that it would cease to finance upstream oil and gas after 2019 and investment funds, such as the Norway's wealth fund, banks and pension funds have announced similar pledges. Likewise, global green bond2 issuance hit a record of USD 155.5 billion in 2017 and could reach USD 250-300 billion in 2018, according to a research from the Climate Bonds Initiative.
Information on EDPR benefit plan obligations, can be found in Note 10 in the Financial Statements.
Information on EDPR financial assistance received from government through Production Tax Credits, Cash Grants and other Tax savings in the US, can be found in Income from institutional partnerships in US wind farms and Amortization of deferred income (government grants) in the Consolidated Income Statement and additional details on Note 7, Note 12 and Note 30 in the Financial Statements.
The values presented in the table below, show the average standard entry-level wage compared to the local minimum wage for each one of the countries where EDPR has presence. To protect the privacy of employees' wages in those countries where the headcount is smaller, the analysis is not disclosing the information by country and gender.
| % | 2017 | 2016 |
|---|---|---|
| STANDARD ENTRY LEVEL WAGE VS LOCAL M INIM UM WAGE | ||
| Europe | 190% | 204% |
| North America | 247% | 234% |
| Brazil | 309% | 337% |
Note: European ratio is calculated by using the sum of the entry-level wages (in €) of every country where EDPR operates (except Belgium, that was removed to protect the privacy of employees due to the small headcount) and the sum of the minimum wage of all these countries (in €). 2016 data has been restated using the same criteria.
The Code of Ethics contains specific clauses of non-discrimination and equal opportunities in line with the company's culture of diversity. This is reflected in the procedures for hiring people via a non-discriminatory selection processes.
1 According to Bloomberg, global clean energy investment in 2017 was the second highest ever at USD 333.5 billion and representing an annual increase of 3% 2 Debt instruments to be used for projects that promote climate and environmental sustainability purposes

A potential employee's race, gender, sexual orientation, religion, marital status, disability, political orientation or opinions of any other nature, ethnic or social origin, place of birth or trade union membership are not considered.
There are no specific procedures explicitly requiring local recruitment. However, a high percentage of EDPR employees' are hired from the same country in which the company operates.
| % | 2017 |
|---|---|
| % OF LOCAL RECRUITM ENT | DIRECTORS |
| Europe | 70% |
| North America | 79% |
| Brazil | 100% |
| Corporate | 71% |
GRI 203-1 - INFRASTRUCTURE INVESTMENTS AND SERVICES SUPPORTED
This includes the reinforcement of existing electricity networks and the rehabilitation of existing roads or the construction of new roads.
The investment in roads is necessary in order to transport heavy equipment (wind turbine components, power transformers, etc.) to the site during construction. The improved road system facilitates future maintenance activities after construction works, as well as improves access to remote locations for the surrounding communities. During the operation of the wind farms, these roads are maintained and further opportunities may be identified to increase the positive impact in the community.
The integration of the generation capacity may also require upgrades in the distribution and transmission grids that belong to the system operators. Those upgrades indirectly benefit the quality of service offered in the surrounding areas by minimizing electricity supply interruptions.
Renewable energy technologies are viewed not only as tools for mitigating climate change, but are also increasingly recognized as investments that can provide direct and indirect economic advantages by reducing dependence on imported fuels (and hence, improving trade balances), enhancing local air quality and safety, advancing energy access and security, propelling economic development, and, creating jobs.
At EDPR, there is no specific policy or in-house procedure for preferring locally based suppliers.
Nevertheless, under equal commercial terms, EDPR chooses local suppliers in order to enhance the socio-economic sustainability of the 12 countries across Europe and the Americas where it is present.
Moreover, during the construction of the company's projects, the local community can see an influx of temporary local construction workers and suppliers that provide a positive impact on the local economy.
Note: * is based on # of purchase orders placed in 2017.
EDPR analyses all the new markets were enters operations through a Market overview. This study also evaluates the corruption risk.
EDPR during 2015, implemented an Anti-Bribery Policy of application to all EDPR Group. This Anti-Corruption Policy involves a series of procedures regarding the relationships of EDPR employees with external parties, namely the approval of certain actions regarding hospitality to and from external parties, charitable donations, and sponsorships.
Additional information on the Whistleblowing Channel and the Ethics Channel can be found at Section 5 Corporate Governance, C. II. Reporting Of Irregularities or visit the ethics information on the corporate governance section, in the website, www.edpr.com. Moreover, additional information is detailed in the Integrity and ethics Section.
There is a strong commitment by the Company in relation to the dissemination and promotion of compliance with the Code of ethics, which includes Bribery & Corruption section, available to all employees through training, questionnaires, and open discussions of the findings. To this extent, from March to December 2016, EDP offered an online Ethics training ("Ética EDP") available to all employees of both Europe/Brazil and North America. This course achieved a major participation of around 900 EDPR employees. This type of training will be performed periodically.
EDPR has no knowledge of any corruption-related incidents recorded during 2017.
Moreover, the company has internal procedures to monitor compliance with the Code of Ethics and defines actions to be taken in case of incidents.
Additional information on the Whistleblowing Channel and the Ethics Channel can be found at Section 5 Corporate Governance, C. II. Reporting Of Irregularities or visit the ethics information on the corporate governance section, in the website, www.edpr.com. Moreover, additional information is detailed in the Integrity and ethics Section.
EDPR has no knowledge of any legal actions for anti-competitive behavior, anti-trust or monopoly practices recorded during 2017.
For additional information related to Economic topics, please refer to Business Environment, Financial, Employees, Communities and Safety Organization Structure Sections.
Note: EDPR reports EBITDA windfarms environmental indicators the year after the COD (Commercial Operating Date), when the trial periods is over and the indicators are already significant. So that, the windfarms that have entered into operation in 2017 will be included in the environmental indicators of 2018.
Wind turbines and solar panels require a small amount of electricity to operate. This energy consumption is generally self-consumed. Given the intermittency of wind generation, sometimes it is needed to consume electricity from the grid.
| M Wh | 2017 | 2016 | % |
|---|---|---|---|
| ENERGY CONSUM PTION | |||
| Wind farms: | |||
| Electricity consumption | 64,964 | 67,423 | -4% |
| Offices: | |||
| Electricity consumption | 4,475 | 3,776 | 19% |
| Gas | 999 | 1,009 | -1% |
Note: Gas conversion factor according to Agência Portuguesa de Ambiente.
EDPR' activity is based on clean energy generation, and it produces about 398 times the electricity consumed by itself. Nonetheless, the company is conscious about promoting a culture of rational use of resources and promotes many internal campaigns to encourage sustainable behaviors as is explained in its website www.edpr.com.
Generation from wind energy does not consume water in its operational processes. The water is consumed mainly for human use. The consumption of water per electricity generated accounts for 0.51 liters/MWh. Even so, the company actively seeks to adopt more eco-efficient practices. An example of this, in 2017, 38 substations had rainwater collection and treatment systems installed to cover their own water supply needs.

| COUNT HY | FACILITY NAME | TYPE OF OPERATION |
POSITION IN RELATION WITH PROTECTED AREA |
FACILITY AREA IN PROTECTED NATURAL AREA (ha) |
% PACILITY AREA IN PROTECTED NATURAL AREA (1993) |
ATTRIBUTE OF THE PROTECTED AREA |
STATUS OF THE PROTECTED AREA |
|---|---|---|---|---|---|---|---|
| Certoritaine | White farm | Projecent | 0.0 | 0% | Terrestrial | Filatur & 2000 | |
| Belgium | Chimay | Wind farm | Adjecent | ന്നും | ్రాల్య | Tecrestrial-Fresh- | Natura 2000 |
| Parava | Wind farm | Drigion | 41.6 | TOOM | Water Ferrestrial |
Natura 2000 | |
| CANK | Wind farm | Intelde | 13 | 100% | Terrestrial | National profected area |
|
| France | Aystenes - Le Truel | Wind farm | Intide | 13 | 100% | Terrestria | passwitched models MER |
| Marcellois | Wind Jarm | 2015/06/2 | 11 | 100% | Tecrestrial | Natura 2000 | |
| Massiliar Tarzy |
Wind farm Wind farms |
Inside Inside |
0.9 39,9 |
100% 100% |
Terrestrial Terrestrial |
Natura 2000. Regional hark |
|
| Prancourville | Wind Sacres | Intelle | 41.2 | 200% | TerredU18 | 100 | |
| Poland | 1124 | Wired Sarm | Deside | 30 5 | 97% | TAPT #1211 08 | Regional park |
| CORTHISSOW | Wrid farm | Adjacent | 0.0 | 0% | Terrestrial-Presh- NISCORIA |
Natura 2007 | |
| Ferrit Suir | Wind farm | Intelde | 6,3 | 100% | Forestrum | Natura 2000 | |
| Ager Acte II |
Wind farm Wind farm |
Pactially Within Pactially Withit |
0,1 6.0 |
196 10% |
Terrestria Terrestria |
Natura 2000 Natura 2000 |
|
| Childer | Wind farms | Deside | 49 | 100% | Tecrestrial | Natura 2000 | |
| Clustelo Vila Cour |
Wired farm Wind farm |
Inside Intide |
8,9 | DOCUP 100% |
Tecrestrial Terrentrial |
Natura 2000 | |
| Faberta Rechaderea | Wind Sarres | Partially Within | 140 30, 1 |
91% | Tecrestrial | Meura 2000 Natura 2000 |
|
| Forte da Quellia | Wired Tarrits | Irral-ise | 81 | 30000 | lecrestrial | Natura 2000 | |
| Alto do Tale t | Wind Sarm | Irigide | 9,2 | 100% | Tecrestrial-Freur)- MAROOT |
Natura 2000 | |
| Ponte da Mesa | Wind Jiarm | Partially Within | 8,2 | 83% | Terrestrial | Natura 2000 | |
| Carlineral Madrinha |
Wind Jarm | Partially Within | 1,5 | 3% | Ferrestria | Natura 2000 Natura 2000 |
|
| Safra-OSeritra | Wind farm Wirsd farm |
Iritide (819136 |
4.1 197 |
100% 100% |
Terrestrial Ferrestrial |
Natura 2000 | |
| Negreio = Guiltiado | Wind Sarms | Eriside | త్రన్ | 145% | Terrestrial | Natura 2000 | |
| Portugal | Tellot Sara Alvosca |
Wind Sarint Wind farms |
Pactially Within Plachally Within |
2,9 7,00 |
22% 1216 |
Terrestrial Horrentrial |
Natura 2000 Natura 2000 National probected |
| Tocha | Wind Salin | Inside | 6.0 | 100% | Tecrestrial | 18.00 Natura 2000 |
|
| Padrieta/Soutelo | Wired Sarres | Poctually within | 10 | 41% | Terrestrial | Natura 2000 | |
| Dutreros | Wind farm | Partially Within | 01 | ్రామం | Terrestrial | NIGHT 2000 | |
| VIJa Novi Wa Nove II |
Wirid farm Wind farm |
Partially With t Partially Within |
2,1 x1 |
0% 34% |
Terrestrial Terrestrial |
00002 MATSANI Nabura 2000 |
|
| Delocal | WIOG Tarins | Pactually William | 0.4 | 196 | Ferrestrial | NASCE 2000 | |
| Ortide 6. Joan |
Wind farm Wired form |
Adjacent Adjacent |
00 0,0 |
OW 0% |
Terrestrial Terrettrial |
Natura 2000 Natur & 2000 |
|
| Alto Arganil | Wind farm | Adjacent | 0,00 | 0% | Terrestrial | Natura 2000 | |
| Salqueiros-Quilhado | Wind Farm | Advacerts | 00 | O% | Terrest 18 | Natura 2000 | |
| Gerra do Ma Postera |
Withis The res Wod farm |
Adjacent Adjacerit |
00 0.0 |
0% 0% |
Therestrial Fecrestrial |
Natura 2000 Natura 2000 |
|
| Romania | Sarichia | Wod farm | Partially Within | 011 | 0% | Terrestrial | Natura 2000 |
| Curity Naca | Schiler promit | Intide | 22,7 | 100% | Terrestrial Preify- Walker |
Natura 2000 | |
| Serta de Boqueron | Whold farm | Misside | 10.4 | 100% | Tecrestrial | Natura 2000 | |
| LA Cabaria Corme |
Wind farm Wed farm |
Partially Mits o Partially, With th |
82 26 |
53% 17% |
Terrestria Terrestrial «Marine |
Natura 2000 Natura 2000 |
|
| Hoya Gonzalo THESISMI |
West farm Wirid farm |
Partially Within Adjacent |
0.7 00 |
4% 0% |
Terrestrial Terrestrial |
Natura 2000 Natura 2000 National protected 11,60 |
|
| Wind far m | 1% | Terrestrial-Fresh | Natura 2000 | ||||
| Coll de la Girginia Puntaza de Remolinos |
Wind farm | Partielly Mislin Partially Within |
01 1,8 |
57% | All-Co Terrestrial |
Natura 2000 | |
| Planas de Pula | Wired farms | Partilly Within | 6,2 | 55% | Ferrestrial | Filmoria 2000 | |
| Active | Wind facts | Adjocent | 00 | 0% | ferrestrial reste WAMBER |
Natura 2000 | |
| Bothsid Sta | Wood facm | Adjacent | 00 | 0% | Terrestrial-Marine | Natura 2000 | |
| Serra Videorera Villarueba |
Wind facm We's Sarres |
Adjacerit Pactially With th |
do 30 |
0% 41% |
Teerestria Terrestrial Presty |
Natura 2000 Natura 2000 |
|
| Chamel | Wirit farm | Firtually William | 49 | 75% | 4300 Terrestna-Freaty Vid @ Catur |
Natura 2000 | |
| Spain | La Mallada | Wirid farm | Plan Uselly V. Withiers | 1.4 | 8% | Terresoud-Fresh 43.00 |
Natura 2000 |
| Las Monjies | Weld Sarm | Partially Within | 0.04 | 0% | Terrestna (Treate and All Callery |
Natura 2000 | |
| Coll de la Garganta | Wed farm | Partially Within | 0.05 | 1% | Terrestrial-Fresh- | Natura 2000 | |
| Te Josteria | We'd farm | Adjacent | 100 | 0% | washin Terrestria |
COOL BALGARIA | |
| Add | Wirid farm | A:2 10-28T15 | 0.0 | 0% | Terrestrial-Fresh- | Natura 2000 | |
| Bierna de Too Liegos | Wind farm | Adsoent | 0.0 | 0% | AND OUT Ferrestria |
Natura 2000 | |
| Mostets | WVSd farms | 1431908116 | 0,0 | 0% | Terrestria | Natura 2000 | |
| Los Almentoues | WWW.C. Nac m | Pro 1000015 | 00 | 0% | Terrently Freir- | Natura 2000 | |
| Buyar | Wind farm | Ad) some | 00 | 0% | AATBART Terredtrial |
Natura 2000 | |
| Serra Voltorana | Wired Tarms | Adjecent | do | 0% | Terrestria | Natura 2000 | |
| Montelvane | WVI farits | Piertially Within | 173 | 98% | Terrestrial-Fresh- Walling |
Natura 2000 | |
| La Celayal | Wind farm | Pactially Within | 9,1 | 70% | Tecreatrial-Fresh MABAT |
Natura 2000 | |
| Carro del Conlata | White Samm | Partially Within | 0.01 | 0% | Terrestria | COOC RAMARIA | |
| Wed farm | Ad lacerit | 0.0 | 0% | Terrestria | Natura 2000 |
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Potential environmental impacts are analyzed in detail in the environmental impact studies of the projects. Additionally, feasible alternatives are assessed and preventive, corrective and compensation measures are determined.
The company has defined general procedures in its Environmental Management System to prevent, correct or compensate impacts in the environment. In addition, efforts are intensified with specific monitoring procedures in the small number of sites located inside or close to protected areas.
In the small number of sites located inside or close to protected areas, EDPR intensifies the efforts with specific monitoring procedures, as defined in the Environmental Management System.
After the construction period, it is EDPR duty to return the site to its initial state. Therefore, the company performs morphological restoration and reseeding works. In 2017, almost 6 hectares of affected land were restored.
Furthermore, EDPR collaborates with Fundación Patrimonio Natural and Migres to promote, maintain and manage the natural heritage.
Fundación Patrimonio Natural is linked to the Castilla y León Regional Government. In 2017, an economic contribution of € 25,000 was made to work in collaboration with the Fundación Patrimonio Natural in the following actions:
Repositioning of a transmitter acquired in 2016 in an adult real kite individual and reception of data from the transmitters in operation placed since the beginning of the radiolabelling program.
Follow-up actions of the breeding population of the royal kite in the regions of Pinares (Valladolid), Tierra del Vino and Guareña (Zamora) and analysis of the movements of the radio-marked individuals.
Fundación Migres is linked to the Andalucía Regional Government. In 2017, an economic contribution of € 10,000 was made to work in collaboration with the Fundación Migres in the following actions:
Through the execution of this measure:
In addition, in 2017, a quality protocol for environmental monitoring has been designed, where several measures were established for quality control, as well as indicators for monitoring which contribute in obtaining the best results. This protocol must ensure a quality that allows a maximum reduction in accident rate.
This measure has not been executed yet. It will be carried out in 2018 with what has already been paid in 2017. It has not been started because there are some measures that have not yet been approved by the Environment.
With this monitoring, we can know the fluctuations that occur in the number of specimens of the different migratory species, as well as detect possible conservation problems of these species and their habitats. This is especially important in a scenario of global change. Through the development of a specific program for monitoring the migration of gliding, marine and passerine birds in the Strait of Gibraltar, the aim is to detect:
EDPR's Scope 1 emissions represent 1,604 tons of CO2 equivalent. 1,020 tones are emitted by transportation related to the windfarms operation, 177 tones by gas consumption in the company's offices and the rest of it is related to SF6.
Part of the equipment used for electricity generation purposes contains SF6 gasses and during 2017, EDPR registered emissions of 17 kg of this gas, which is equivalent almost to 407t CO2 eq.
Note: Emissions were estimated according to GHG Protocol (including official sources such as IPCC or the U.S Department of Energy)
EDPR's CO2 indirect emissions represent 8,005 tons, 7,821 tons driven by electricity consumption by the wind farms and solar plants and 184 tons electricity consumption by the offices.
In 2017, 100% of the emissions related to electricity consumption in windfarms and our own offices in Spain and US have been compensated by Certifications of Origin in Spain and Renewable Energy Certifications (RECs) in US, obtained from the renewable energy generation.
Note 1: The emission factors used are based on the following sources: Portugal - EDP, Turbogás, Tejo Energia, Rede Eléctrica Nacional (REN), and Entidade Reguladora dos Serviços Energéticos (ERSE); Spain – Red Eléctrica de España (REE); Brazil - Ministry of Science and Technology - SIN (National Interconnected System); Other European Countries; and Canada - IHS CERA.
Note 2: Electricity consumption emissions were calculated with the global emission factors of each country.
EDPR's work requires employees to travel and commute. Based on the estimates, the transportation used by employees accounted for a total of 6,124 tons of CO2 emissions.
Note: Emissions were estimated according to GHG Protocol, by following the DEFRA standard. Employee commuting emissions were calculated from data collected in a survey to all employees.

EDPR core business activity inherently implies the reduction GHG emissions. Wind and solar energy has zero carbon emissions, contributing to the world's fight against climate change and does not produce harmful SOx, NOx, or mercury emissions, protecting valuable air and water resources. In 2017, it was estimated that the company's activities avoided the emission of 22,051 thousand tons of CO2.
The company's emissions represent 0.1% of the total amount of emissions avoided and 50% of the total emissions are from the necessary electricity consumption by the wind farms. Even though EDPR's activity is based on the clean energy generation, it is conscious about promoting a culture of rational use of resources. During 2017, EDPR continued promoting initiatives that foster environmental best practices in its offices.
In 2017, 100% of the emissions related to electricity consumption in windfarms and our own offices in Spain and US have been compensated by Certifications of Origin in Spain and Renewable Energy Certifications (RECs) in US, obtained from the renewable energy generation.
Note 1: To calculate the emissions avoidance, the energy generation has been multiplied by the CO2 eq emission factors of each country and state within the US. EDPR considers the emission factor of just fossil fuel energy, as it is considered that by increasing the generation of renewable energy, there is a displacing of these technologies, while other renewable technologies and nuclear plants will continue with its quota of generation.
Note 2: In order to calculate avoided emissions, generation in Mexico is included as well as the country is included at operational data.
Note 3: The emission factors used are based on the following sources: Portugal - EDP, Turbogás, Tejo Energia, Rede Eléctrica Nacional (REN), and Entidade Reguladora dos Serviços Energéticos (ERSE); Spain – Red Eléctrica de España (REE); Brazil - Ministry of Science and Technology - SIN (National Interconnected System); USA - Emissions & Generation Resource Integrated Database (eGRID) for each state emission factor; Other European Countries, Mexico and Canada - IHS CERA.
The main contribution to the hazardous waste produced by wind farms is related to oil and oil-related wastes such as oil filters or oil containers, used mainly for lubrication of the turbines. The consumption of this oil is based on certain predefined replacement time frequencies (between 2 and 5 years, based on the component, oil type and manufacturer).
During 2017, the recovery rate was 88% impacted mainly by a significant spill with a volume of 80 metric tons of soil contaminated brought to disposal. The increase in hazardous wastes is mainly due to the contamination of the soil. This soil was removed and fully restored. Excluding this fact and other accidents such as blades breakage that generate fiberglass, the recovery rate would have been 98%, what certifies that the company has been actively working to improve the recycling rate of its hazardous wastes, through authorized waste haulers. The increase shown in non-hazardous wastes is driven by glass fiber and metals from blades. These metals where fully recovered.
Annual fluctuations in hazardous waste generated are heavily dependent on the pluri-annual oil replacement programs above mentioned. Non-hazardous wastes generated by the company include metals, plastics, paper or domestic garbage which is recycled in their vast majority.
The following table summarizes the amount wastes generated per GWh in EDPR's facilities and the rate of recycling. The following table summarizes the amount wastes generated:
| 2017 | 2016 | '% | |
|---|---|---|---|
| WASTE GENERATED BY EDPR | |||
| Total waste (kg/GWh) | 58.0 | 50.1 | 16% |
| Total hazardous waste (kg/GWh) | 31.6 | 27.1 | 16% |
| % of hazardous waste recovered | 88% | 87% | 1% |
| Excluding accidents | |||
| Total waste (kg/GWh) | 53.7 | 43.6 | 23% |
| Total hazardous waste (kg/GWh) | 25.2 | 24.3 | 4% |
| % of hazardous waste recovered | 98% | 97% | 1% |
| 2017 | 2016 | '% | |
| WASTE GENERATED BY EDPR | |||
| Total hazardous wastes (t) | 836 | 647 | 29% |
| Total hazardous waste disposed (t) | 99 | 84 | 17% |
| Total hazardous waste recovered (t) | 737 | 563 | 31% |
| Total non-hazardous wastes (t) | 700 | 547 | 28% |
| Total non-hazardous waste disposed (t) | 244 | 227 | 7% |
| Total non-hazardous waste recovered (t) | 456 | 320 | 42% |
Note: For the purposes of this report, all wastes have been classified as Hazardous or Non-hazardous according to European Waste Catalogue; However, in each country where EDPR has a geographic presence, each wind farm is required to adhere to national law by following company procedures for handling, labelling, and storage of wastes to ensure compliance. In cases, like in the United States, when the company's operations generate small quantities of substances which fall into additionally-regulated categories such as used oils and universal wastes, EDPR follows strict standards for handling and disposal of these waste types to ensure and remain compliant with all applicable laws.
Note 2: 2016 ratios per GWh has been restated.
Given EDPR's activity and its locations, oil spills and fires are the major environmental risks the company faces. The Environmental Management System is designed and implemented to prevent emergency situations from happening. But, just to be cautionary, the system covers the identification and management of these, including the near-miss situations.
EDPR defines as significant spill the ones above 0.16 m3 that reached the ground. Additionally, EDPR registers near miss situations, when registered incident does not reach the category of significant spill. In 2017, the company had 3 significant spills with a total volume of 0.64 m3 of oil spilled, 1 incipient fire, 3 fires without environmental impact and 1 fire with minimal impacts (0.5 acre) on the neighboring forest. All cases were properly managed: oil spills were confined
early and contaminated soil was collected and managed. Additionally, 65 near miss were registered driven by small oil leaks that did not reach bare soil.
EDPR performs regular environmental drills to guarantee that all employees are familiar with the risks and have received the appropriate training to prevent and act, if necessary.
During 2017, the company did not receive any penalty for non-compliance with environmental laws and regulations.
EDPR´s Environment and Biodiversity Policies reflect a responsible management of the environment along the whole value chain. According to these policies, EDPR is committed to ensure that everyone involved, including suppliers, has the necessary, adequate skills for the purpose.
The suppliers of EDPR shall adopt all necessary measures to ensure strict compliance with all applicable environmental regulations as well as EDPR´s Environment and Biodiversity Policies, internal norms, procedures and systems in place as regards to environmental management.
EDPR has implemented, for all its wind farms in operation, an Environmental Management System (EMS) developed according to the international standard ISO 14001. EDPR´s suppliers shall know and understand the EMS and ensure the full compliance with the procedures set. Supplier shall make the EMS available to its employees and subcontractors.
In 2017, 83% of EDPR's critical suppliers (defined as per EDP formal corporate standard methodology) in Corporate, Europe and Brazil and in North America had environmental systems.
In 2015, EDPR carried out a study to characterize its Supply Chain, including the analysis of the exposure to economic, social and environmental risks. This analysis was performed using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) methodology developed by PwC. For the ESCHER calculation routine PwC used EDP Group 2014 data.
The study allowed EDPR to determine the following results: 300* thousand-ton GHG emissions associated to EDPR's direct and indirect Supply Chain, 5%* of which related to direct suppliers.
Through this study, EDPR aims to identify areas where should focus its improvement activities in order to significantly reduce its exposure to risk and optimize impacts.
Note: Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. This study is still representative of EDPR reality and companies in the sector perform these studies every 2/3 years. Data presented in this chapter resulting from this study is marked with an *.
For additional information related to Environmental topics please refer to the Positive Balance on the environment Section and Suppliers Section.
In 2017, EDPR had 1,220 employees. 22% worked at EDPR holding, 38% in the European Platform, 37% in the North American Platform and 3% in Brazil.
| WOR KF OR C E B R EA KD OWN | 2017 | % F EM A LE | 2016 | % F EM A LE |
|---|---|---|---|---|
| BY EM PLOYM ENT TYPE: | ||||
| Full time | 1,188 | 30% | 1,050 | 31% |
| Part time | 32 | 97% | 33 | 94% |
| BY EM PLOYM ENT CONTRACT: | ||||
| Permanent | 1,203 | 32% | 1,066 | 33% |
| Temporary | 17 | 0% | 17 | 24% |
| BY COUNTRY: | ||||
| Spain | 406 | 34% | 373 | 34% |
| Portugal | 73 | 12% | 72 | 10% |
| France | 60 | 40% | 53 | 38% |
| Belgium | 3 | 33% | 2 | 0% |
| Poland | 35 | 34% | 38 | 37% |
| Romania | 32 | 41% | 32 | 38% |
| Italy | 28 | 36% | 23 | 35% |
| UK | 42 | 43% | 34 | 47% |
| USA | 488 | 31% | 410 | 33% |
| Canada | 5 | 0% | 5 | 0% |
| Brazil | 39 | 28% | 34 | 29% |
| M exico | 9 | 33% | 7 | 29% |
| Total | 1,220 | 32% | 1,083 | 33% |
The average number of contractors' workers during the period has been 870 in Europe, 1,372 in North America and 559 in Brazil.
Throughout the year, EDPR hired 259 employees while 121 are no longer with the company, resulting in a turnover ratio of 16%, which is slightly higher than the previous year.
| EM P LOYEE TURNOVER | NEW HIRES | DEP ARTURES | TURNOVER |
|---|---|---|---|
| BY AGE GROUP: | |||
| Less than 30 years old | 151 | 51 | 37% |
| Between 30 and 39 years old | 74 | 38 | 10% |
| Over 40 years old | 34 | 32 | 9% |
| BY GENDER: | |||
| Female | 82 | 29 45 |
16% |
| M ale | 177 | 76 | 15% |
| BY COUNTRY: | |||
| Spain | 61 | 31 | 11% |
| Portugal | 4 | 3 | 5% |
| France | 20 | 10 | 25% |
| Belgium | 0 | 0 | 0% |
| Poland | 0 | 1 | 1% |
| Romania | 2 | 2 | 6% |
| Italy | 8 | 3 | 20% |
| UK | 17 | 6 | 27% |
| USA | 133 | 58 | 20% |
| Canada | 0 | 0 | 0% |
| Brazil | 11 | 6 | 22% |
| M exico | 3 | 1 | 22% |
| Total | 259 | 121 | 16% |
2,801 contractors involved in construction and operation and maintenance activities during 2017.
Note: Turnover calculated as: (new hires+departures)/2
Contractors involved in construction, operation and maintenance activities worked 691,929 days during 2017.
As an integral part of the health & safety strategy, the company offers several training courses and risk assessment activities according to the potential risks identified for each position within the company.
EDPR is equally concerned with the health and safety standard of all employees and contractors. To this extent, the contractors are subject to a health and safety screening when they bid to work for the company. Once the contractor is selected, they are required to present proof of having completed the required training. 72% of contractors have undergone relevant health and safety training during 2017 given by EDPR. Nevertheless, is mandatory for the companies that work with EDPR to assure that all the contractors have undergone health and safety courses.
As a responsible employer, a quality employment that can be balanced with personal life is a priority for the company. The package of benefits provided to full-time employees does not differ from that offered to part-time employees, and generally it goes beyond what is agreed in collective bargaining agreements. This benefits package includes medical insurance, life insurance, pension plan and conciliation measures.
From EDPR's 1,220 employees, 20% were covered by collective bargaining agreements.
| EM P LOYEES COVERED BY COLLECTIVE BARGAINING AGREEM ENTS |
2017 | % |
|---|---|---|
| Spain | 51 | 13% |
| Portugal | 73 | 100% |
| France | 55 | 92% |
| Belgium | 1 | 33% |
| Poland | 0 | 0% |
| Romania | 0 | 0% |
| Italy | 28 | 100% |
| UK | 0 | 0% |
| USA | 0 | 0% |
| Canada | 0 | 0% |
| Brazil | 39 | 100% |
| M exico | 0 | 0% |
| Total | 247 | 20% |
Collective bargaining agreements apply to all employees working under an employment relationship with and for the account of some companies of EDPR group, regardless of the type of contract, the professional group into which they are classified, their occupation or job. However, matters relating to the corporate organization itself, the laws of each country or even usage and custom in each country result in certain groups being expressly excluded from the scope of collective bargaining agreements.
| P ARENTAL LEAVE | M ATERNAL | P ATERNAL | RETURN TO WORK |
|---|---|---|---|
| Spain | 7 | 11 | 18 |
| Portugal | 0 | 2 | 2 |
| France | 2 | 2 | 4 |
| Belgium | 0 | 0 | 0 |
| Poland | 4 | 4 | 8 |
| Romania | 0 | 0 | 0 |
| Italy | 4 | 1 | 5 |
| UK | 3 | 0 | 3 |
| USA | 6 | 25 | 31 |
| Canada | 0 | 0 | 0 |
| Brazil | 0 | 0 | 0 |
| M exico | 0 | 0 | 0 |
| Total | 26 | 45 | 71 |
In 2017, 71 employees enjoyed a maternal or paternal leave. All returned but after that, six of them extended their leave. Additionally, 96% of the employees who enjoyed a parental leave in 2016 are still EDPR employees.
| GRI EU15 - PERCENTAGE OF EMPLOYEES ELIGIBLE TO RETIRE IN THE NEXT 5 AND 10 YEARS BROKEN | ||||
|---|---|---|---|---|
| DOWN BY JOB CATEGORY AND BY REGION |
| EM P LOYEES ELIGIB LE T O R ET IR E | IN 10 YEA R S | IN 5 YEA R S |
|---|---|---|
| BY EM PLOYM ENT CATEGORY: | 81 | 31 |
| Directors | 21 | 9 |
| Specialist | 40 | 17 |
| M anagers | 5 | 2 |
| Technicians | 15 | 3 |
| BY COUNTRY: | 81 | 31 |
| Spain | 20 | 8 |
| Portugal | 17 | 7 |
| Poland | 2 | 2 |
| Italy | 0 | 0 |
| France | 1 | 0 |
| UK | 0 | 0 |
| Romania | 1 | 0 |
| USA | 39 | 13 |
| Brazil | 1 | 1 |
Note that the employees eligible to retire in the next 5 years is with 60 years reference and in the next 10 years with 57 years reference.
Per country case law, EDPR may have a minimum period which it must comply with for giving formal notice of organizational changes at the companies in the Group with an impact on employees. However, it is customary to communicate significant events to the affected groups in advance.
As an employer in the United States, EDPR complies with the Worker Adjustment and Retraining Notification (WARN) Act Guide to Advance Notice of Closings and Layoffs.
A significant part of the organization plays a fundamental role in the implementation of its health and safety policy. The company created health and safety committees that collect information from different operational levels and involve employees in the definition and communication of a preventive plan.
During 2017, 4.0% of all employees attended health and safety committee meetings, representing 64% of the total workforce. All EDPR geographies have active health and safety committees in place.
| GRI 403-2 - TYPES OF INJURY AND RATES OF INJURY, OCCUPATIONAL DISEASES, LOST DAYS, AND | |
|---|---|
| ABSENTEEISM, AND NUMBER OF WORK-RELATED FATALITIES |
| H &S IN D IC A T OR S (ED P R A N D C ON T R A C T OR S P ER SON N EL) | 2017 | 2016 | % |
|---|---|---|---|
| Number of industrial fatal accidents | 0 | 0 | 0% |
| Europe | 0 | 0 | 0% |
| North America | 0 | 0 | 0% |
| Brazil | 0 | 0 | 0% |
| Number of industrial accidents with absence | 15 | 25 | -40% |
| Europe | 9 | 13 | -31% |
| North America | 2 | 12 | -83% |
| Brazil | 4 | 0 | - |
| Working days lost by accidents caused | 534 | 1,124 | -52% |
| Europe | 397 | 820 | -52% |
| North America | 100 | 304 | -67% |
| Brazil | 37 | 0 | - |
| Injury Rate (IR)1 : |
1.9 | 3.8 | -49% |
| Europe | 3.1 | 4.9 | -36% |
| North America | 0.6 | 3.3 | -83% |
| Brazil | 3.4 | 0.0 | - |
| Lost work day rate (LDR)2 : |
69 | 170 | -59% |
| Europe | 137 | 309 | -56% |
| North America | 28 | 83 | -67% |
| Brazil | 31 | 0 | - |
1 Injury Rate calculated as [# of accidents with absence/Hours worked * 1,000,000]
2 Lost Work Day Rate calculated as [# of working days lost/Hours worked * 1,000,000]
Note: Minor first aid injuries are not included and number of days is calculated as the number of calendar days
During 2017, EDPR registered a substantial improvement in its H&S ratios. The number of accidents with absence registered for employees and contractor personnel decreased by 40%, resulting in a drop of 49% in the injury rate to 1.93 impacted by lower number of accidents and more worked hours. Additionally, the lost work day rate decreased by 59% to 694, driven by lower average lost work days per accident.
A greater focus on proactive approach in the H&S management plus the realization of the benefits from OHSAS certification results in a significant improvement in the statistics.
During 2017, EDPR did not identify injuries or fatalities to the public involving company assets.

For a complete description of EDPR's Training and Human Resources strategy, please refer to the Employees Section.
EDPR strives to offer to the total workforce opportunities to develop professionally and assume new roles to reach the goals of the company. Employees are encouraged to take advantage of the functional and geographic mobility opportunities.
All of EDPR's employees, regardless of their professional category, are evaluated every two years to determine their development potential by providing the most suitable training. EDPR creates tailored development plan to address specific needs.
Moreover, EDPR offers the possibility to all employees to define a Personal Development Plan. This plan is very effective tool that enable us to structure training actions for the candidate aimed at widening their abilities and expertise since it requires a reflection upon the results of their skills assessment and identify the individual's strong points and areas where he can improve, taking into account the employee's development level, as well as the teamwork and organizational strategy.
3 Injury Rate calculated as [# of accidents with absence/Hours worked * 1,000,000]
4 Lost Work Day Rate calculated as [# of working days lost/Hours worked * 1,000,000]
The potential assessment process is independent from performance appraisal and is based on a 360 degree evaluation model which considers feedback from oneself, peers, subordinates and the manager.
"EDPR undertakes to ensure that its labor policies and procedures prevent unjustified discrimination and different treatment on the basis of ethnic or social origin, gender, sexual orientation, age, creed, marital status, disability, political orientation, opinion, birthplace or trade union membership." Principles of Action – Code of Ethics
| BOARD OF DIRECTORS COM P OSITION | 2017 |
|---|---|
| BY AGE GROUP: | |
| Under 30 years old | 0% |
| Between 30 and 50 years old | 18% |
| Over 50 years old | 82% |
| BY GENDER: | |
| Female | 6% |
| M ale | 94% |
Following the best Corporate Governance practices, in 2016 EDPR analyzed and discussed about the possible criteria applicable in the selection of the new members of its Governing Bodies. As a conclusion, within others, it was agreed to take into account the following: the education, experience in the energy sector, integrity and independence, having a proven expertise and the diversity that such candidate may provide to the related body. Based on this, the Board of Directors would submit a proposal to the General Shareholders' Meeting which should be approved by majority, for an appointment for an initial period of three (3) years.
A detailed description of the governance bodies can be found at the Corporate Governance Chapter of this report, Annex - Biographies. Please refer to GRI 401-1 and GRI 405-2 to employees related information.
| M /F SALARY RATIO | M /F SALARY |
|---|---|
| Board Directors (non executive) | 102% |
| Directors | 113% |
| Specialist | 107% |
| M anagers | 114% |
| Technicians | 105% |
Note: Ratios are calculated by using the average salary of men and the average salary of women per each category (in €). Ratios can be affected by the different levels included in each category.
In 2017, EDPR had knowledge of a complaint for discrimination at the Equal Employment Opportunity Commission (EEOC). The issue was analyzed by the responsible area and finally, resolved and withdrawn by the complainant.
In 2015, EDPR carried out a study to characterize its Supply Chain, based on an analysis of the exposure to economic, social and environmental risks. This analysis was performed using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) methodology developed by PwC. For the ESCHER calculation routine PwC used EDP Group 2014 data related to suppliers. The study allowed EDPR to determine the following results:
x ~0%* EDPR's direct suppliers identified in which the right to exercise freedom of association and collective bargaining may be at significant risk.
Note: Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. This study is still representative of EDPR reality and companies in the sector perform these studies every 2/3 years. Data presented in this chapter resulting from this study is marked with an *.

EDPR's Code of Ethics has specific clauses against child or forced labor. The company did not identify any operation that could have a significant risk for incidents of child labor, forced and compulsory labor or indigenous rights.
However, in 2015, EDPR carried out a study to characterize its Supply Chain, based on an analysis of the exposure to economic, social and environmental risks. This analysis was performed using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) methodology developed by PwC. For the ESCHER calculation routine PwC used EDP Group 2014 data related to suppliers.
The study allowed EDPR to determine the following results:
x ~0%* EDPR's direct suppliers identified as having significant risk for incidents of child labor.
Note: Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. This study is still representative of EDPR reality and companies in the sector perform these studies every 2/3 years. Data presented in this chapter resulting from this study is marked with an *.
For further information about the Code of Ethics and the Ethics Channel please visit the Section 5 Corporate Governance, C.II. Reporting Of Irregularities or visit the ethics information on the corporate governance section, in the website, www.edpr.com.
EDPR's Code of Ethics has specific clauses against child or forced labor. The company did not identify any operation that could have a significant risk for incidents of forced and compulsory labor or indigenous rights.
However, in 2015, EDPR carried out a study to characterize its Supply Chain, based on an analysis of the exposure to economic, social and environmental risks. This analysis was performed using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) methodology developed by PwC.
For the ESCHER calculation routine PwC used EDP Group 2014 data related to suppliers.
The study allowed EDPR to determine the following results:
x ~0%* EDPR's direct suppliers identified as having significant risk for incidents of forced or compulsory labor.
Note: Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. This study is still representative of EDPR reality and companies in the sector perform these studies every 2/3 years. Data presented in this chapter resulting from this study is marked with an *.
For further information about the Code of Ethics and the Ethics Channel please visit the Section 5 Corporate Governance, C.II. Reporting Of Irregularities or visit the ethics information on the corporate governance section, in the website, www.edpr.com.
EDPR did not identify any operation that could have a significant risk for incidents with indigenous rights.
EDPR has renewable plants in operation in 11 countries and is present in 12 countries, all of which are within the scope of the Code of Ethics premises and regulation.
There is a strong commitment by the Company in relation to the dissemination and promotion of compliance with the Code of Ethics, which includes a Human Rights section.
The Code of Ethics has been widely circulated among employees of the Group through internal communications mechanisms, individual shipments, delivery to new employees, and intranet publishing. The Code of Ethics is also attached to the labour agreements of the new hires to their written acknowledgement when they join the Company. Likewise, in the Welcome Presentation organized every year for the new hires of EDPR, it is also explained the main contents of these documents, as well as the Ethics Channel existence and functioning. This information is also published on the Intranet and website of the Company.
Additionally, from March to December 2016, EDP offered an online Ethics training ("Ética EDP") available to all employees of both Europe/Brazil and North America platforms. This course achieved a major participation of around 900 EDPR employees. This type of training will be performed periodically.
EDPR has a Code of Ethics that contains specific clauses for the respect for human rights. The Procurement Manual also includes a chapter to put the UN Global Compact principles into practice.

EDPR is aware of the impact that the activity has in the local communities where it develops wind farms and how it can maximize those potential benefits for the company and the inhabitants of the surrounding areas through an open communication with the stakeholders. Therefore, the company knows the importance of having a relationship of trust and collaboration with the communities where it has presence from the very initial stages of its projects. Usually, this relationship is encouraged by organizing some informative sessions, through open dialogs with these communities in order to explain the benefits of wind energy. EDPR also organizes volunteering and sport activities to promote a sustainable development of the society. Its business generates further indirect positive impacts in the areas where the company is present through local hiring and procurement and also by the development of infrastructures and the payment of taxes and rents.
Wind farm energy is a long lasting economic development driver for the municipalities where it is present. EDPR performance of studies assessing the impact on the environment and the community before the construction, these studies include the most significant issues for the affected areas such as emissions, wastes, changes to land use, changes in landscape, health and safety impacts, affected economic activities, impacts on infrastructure, existence of historical and cultural heritage, presence of indigenous communities, and the need to displace local populations.
During operation, grievance mechanisms are also available to ensure that suggestions or complaints are properly recorded and addressed. This allows us not only to solve the complaints but to introduce improvements in all processes. A good example is the way EDPR handles the complaints related to possible interferences with TV signal. A procedure was settled involving the town halls to facilitate and speed up the collection of these complaints as soon as they arise, a proper analysis and communication with the plaintiff and a fast-satisfactory resolution.
EDPR has different programs in place to assess and manage the impact on communities, and to maximize the shared value of the company's projects.
EDPR is governed by a strong sense of ethics and requires that its suppliers do not have conflicts with EDPR ethical standards. In this way, the acceptance of alignment with the spirit of EDPR's Code of Ethics is required. As part of a supplier qualification process the supplier shall provide a written declaration of acceptance of the principles established in EDPR's Code of Ethics.
Additionally, the EDP Group and EDPR, has a Procurement Manual, which includes a chapter that guides each Purchasing Department to put sustainability principles into practice. Therefore, when procuring and contracting goods and services EDPR appeals to all reasonable endeavors so that selected suppliers accept to comply with the UN Global Compact's ten principles in the areas of human rights, labor, the environment and anti-corruption. Procedures to guarantee this accomplishment are defined.
100% of the EDPR critical suppliers (defined as per EDP formal corporate standard methodology) are aligned with Global Compact criteria and EDPR's Code of Ethics.
In 2015, EDPR carried out a study to characterize its Supply Chain, based on an analysis of the exposure to economic, social and environmental risks. This analysis was performed using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) methodology developed by PwC. For the ESCHER calculation routine PwC used EDP Group 2014 data related to suppliers.
The study allowed EDPR to determine the following results:
Through this study, EDPR aims to identify areas where should focus its improvement activities in order to significantly reduce its exposure to risk and optimize impacts.
Moreover, in terms of Health & Safety, in 2017, 88% of EDPR's critical suppliers (as defined as per EDP formal corporate standard methodology) had an Occupation Health & Safety System (OHS) in place. EDPR completed 1,681 hours of training on OHS to its suppliers, involving 71 companies and 2,020 workers. Additionally, EDPR audited 73 contractors companies , regarding OH&S issues.
Note: Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. This study is still representative of EDPR reality and companies in the sector perform these studies every 2/3 years. Data presented in this chapter resulting from this study is marked with an *.
EDPR made no contributions to political parties in 2017.
During 2017, the company received a total penalty of €400,244 , mainly tax-related.

For additional information related to Social topics, please refer to Organization structure, Employees, Communities, Suppliers and Safety first Sections.
This is the seventh year EDPR publishes an integrated report describing the company's performance, with respect to the three pillars of sustainability: economic, environmental and social.
Information is presented according Global Reporting Initiative (GRI) Standard 101 Foundation guidelines for Sustainability Reporting and provides also information on the additional electricity sector supplement indicators directly related to the company business, which is the power generation from renewable sources, basically wind.
A full GRI Standards Content Index for the report can be found in the website www.edpr.com.
Global Compact is an initiative of the United Nations launched in 2000 that defines guideline directives for businesses that opt to contribute to sustainable development. EDPR has become signatory of this initiative and is committed to put these principles into practice, informing society of the progress it has achieved.
In addition, the company has a Code of Ethics that contains specific clauses on the respect for human rights. In compliance with the Code, EDPR expresses its total opposition to forced or compulsory labor and recognizes that human rights should be considered fundamental and universal, based on conventions, treaties and international initiatives like the United Nations Universal Declaration of Human Rights, the International Labor Organization and the Global Compact. EDPR's Procurement Manual also includes a chapter that guides each Purchasing Department to put these principles into practice, so, when procuring and contracting goods and services, EDPR appeals to all reasonable endeavors so that selected suppliers accept to comply with the UN Global Compact's ten principles in the areas of human rights, labor, environment and anti-corruption.
To learn more about the UN Global Compact, please visit www.unglobalcompact.org.
The GRI Standards are the first global standards for sustainability reporting, representing the global best practice for reporting on a range of economic, environmental and social impacts. A company's adherence to this initiative means that it concurs with the concept and practices of sustainability. This Annual Report has been prepared in accordance with the GRI Standards in its Core option, and these Standards have been independently assured according to ISAE 3000 by KPMG.
To learn more about the GRI guidelines, please visit www.globalreporting.org
This report includes the relevant information for the company's stakeholders, as derived from the materiality studies performed.
The concerns and the feedback received from the stakeholders were taken into account during the report's creation. For additional information about the stakeholders, please refer to The Company and Stakeholders Section or visit its website.
This report is placed in the context of the company strategy to contribute to the sustainable development of society, whenever possible.
Unless otherwise stated, this report covers all the company's subsidiaries and is presented in a balanced and objective perspective.
COMPARABILITY AND RELIABILITY The information presented follows the GRI guidelines aim to make information comparable, traceable, accurate and reliable.
The information presented in this report relates to FY2017. EDPR is committed to report sustainability information at least once a year. Additionally, sustainability information is reported in market reports.




| Structure, Organziation and Colporate | |
|---|---|
| Governance | |
| A. Shareholders Structure | 7 |
| B. Corporate Boards and Committees | 10 |
| C. Internal Organization | 29 |
| D. Remuneration | 47 |
| E. Related-Party Transactions | ਟੇਪੈ |
| PART II - Corporate Governance | |
| Assessment | 59 |
| Annex - Professional Qualifications and | |
| Biographies of the Members of the | 64 |



EDP Renováveis, S.A. (hereinafter referred to as "EDP Renováveis", "EDPR" or the "Company") total share capital is, since its initial public offering (IPO) in June 2008, EUR 4,361,540,810 consisting of issued and fully paid 872,308,162 shares with nominal value of EUR 5.00 each. All the shares are part of a single class and series and are admitted to trading on the Euronext Lisbon regulated market.
Codes and tickers of EDP Renováveis SA share:
ISIN: ES0127797019
LEI: 529900MUFAH07Q1TAX06
Bloomberg Ticker (Euronext Lisbon): EDPR PL
Reuters RIC: EDPR.LS
EDPR main shareholder is EDP – Energias de Portugal, S.A., through EDP – Energias de Portugal, S.A. Sucursal en España (hereinafter referred as "EDP"), with 82.6% of share capital and voting rights. Excluding EDP, EDPR shareholders comprise more than 33,500 institutional and private investors spread across 21 countries with main focus in the United States and United Kingdom.
Institutional Investors represent 99% of Company shareholders (ex-EDP Group), mainly investment funds and socially responsible investors ("SRI"), while Private Investors, mostly Portuguese, stand for 1%.
For further information about EDPR shareholder structure please see chapter 1.3 Organization.
EDPR's Articles of Association have no restrictions on the transferability of shares.
EDPR does not hold own shares.
EDPR has not adopted any measures designed to prevent successful takeover bids.
The Company has taken no defensive measures for cases of a change in control in its shareholder structure.
EDPR has not entered into any agreements subject to the condition of a change in control of the Company, other than in accordance with normal practice. In the case of financing of certain wind farm projects, lenders have the right to approve change in control at the borrower if the later ceased to be controlled, directly or indirectly, by EDPR. In the case of guarantees provided by EDP Group companies, if EDP, directly or indirectly ceases to have the majority of EDPR then EDP is no longer obliged to provide such services or guarantees. The relevant subsidiaries will be obliged to provide for the cancellation or replacement of all outstanding guarantees within approximately sixty (60) days of the change of control event.
In the cases of intra-group services agreements and according to the Framework Agreement signed between EDP Renováveis S.A. and EDP Energias de Portugal S.A., the contracts will maintain their full force as long as (i) EDP maintains its share capital above 50% or the right to exercise directly or indirectly more than 50% of voting rights on EDPR's share capital or (ii) even if the share capital of EDP or its voting rights are below 50%, but more than half of the Members of the Board or of EDPR's Executive Committee are elected through an EDP proposal.
EDPR does not have a system for the renewal or withdrawal of counter measures particularly to provide for the restriction on the number of votes capable of being held or exercised by only one shareholder individually or together with other shareholders.
The Company is not aware of any shareholders' agreement that may result in restrictions on the transfer of securities or voting rights.
Qualifying holdings in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholder's ownerships. Pursuant to the Article 125, of the Spanish Securities Market Law ("Ley de Mercado de Valores") EDPR is providing the following information on qualifying holdings and their voting rights as of December 31st 2017.
As of December 31st 2017, the following qualified holdings were identified:
| SHAREHOLDER | # SHARES | % CAPITAL | % VOTING RIGHTS |
|---|---|---|---|
| EDP – Energias de Portugal, S.A. – Sucursal en España |
720,191,372 | 82.6% | 82.6% |
| EDP detains 82.6% of EDPR capital and voting rights, through EDP – Energias de Portugal, S.A. – Sucursal en España. | |||
| MFS Investment Management | 27,149,038 | 3.1% | 3.1% |
| MFS Investment Management is an American based active and global asset manager. In September 24th 2013, MFS Investment Management reported to Comisión Nacional del Mercado de Valores (CNMV) its indirect qualified position as collective investment institution. |
|||
| Total Qualified Holdings | 747,340,410 | 85.7% | 85.7% |
As of December 31st 2017, EDPR's shareholder structure consisted of a total qualified shareholding of 85.7%, with EDP and MFS Investment Management detaining 82.6% and 3.1% of EDPR capital respectively.
The Members of the Board of Directors of the Company and it delegated Committees, do not own directly or indirectly any shares from EDPR as of December 31st 2017. The last share transactions made by EDPR's Board Members were reported in August 2017 to the regulatory and supervisory entities (CMVM – Comissão de Mercado de Valores Mobiliários – in Portugal and CNMV – Comisión Nacional del Mercado de Valores – in Spain) following EDP's General and Voluntary Public Tender Offer for the acquisition of the shares issued by EDPR.
The Board of Directors is vested with the broad-ranging powers of administration, management, and governance of the Company, with no other limitations besides the powers expressly assigned to the General Shareholders' Meetings in the Company's Articles of Association (specifically in article 13) or in the applicable law. Within this context, the Board is empowered to:
As of April 9th 2015, the General Shareholders' Meeting approved the delegation to the Board of Directors of the power to issue in one or more occasions both:
As part of such delegation, the General Shareholder's Meeting delegated into the Board of Directors the power to increase the share capital up to the necessary amount to execute the power above. Additionally, it was also approved to authorize the Board of Directors for the acquisition of own shares by the Company and/or the affiliate companies. These delegations may be exercised by the Board of Directors within a period of five (5) years since the proposal was approved, and within the limits provided under the law and the By-Laws.
The General Shareholders' Meeting may also delegate to the Board of Directors the power to implement an adopted decision to increase the share capital, indicating the date or dates of its implementation and establishing any other conditions that were not specified by the General Shareholders' Meeting. The Board of Directors may use this delegation wholly or partially, and may also decide not to perform it in accordance with the situation and conditions of the Company, the market, or any particularly relevant events or circumstances that justify such decision. of which the General Shareholders' Meeting must be informed at the end of the time limit or limits for adopting and performing the decision.
Information on any significant business relationships between the holders of qualifying holdings and the Company is described on topic 90 of this Report.
The Members of the Board of the General Shareholders' Meeting are its Chairman, the Chairman of the Board of Directors or his substitute, the other Directors and the Secretary of the Board of Directors.
The Chairman of the General Shareholders' Meeting is José António de Melo Pinto Ribeiro, who was elected on the General Meeting of April 8th, 2014, for a three-year (3) term; and re-elected on the General Shareholders' Meeting held on April 6th,2017 for an additional three-year (3) term.
The Chairman of the Board of Directors is António Mexia, who was re-elected for a three-year (3) term on the General Shareholders' Meeting held in April 9th, 2015.
The Secretary of the Board of Directors is Emilio García-Conde Noriega who is also the Secretary of the General Shareholders' Meeting, and was appointed as Secretary of the Board of Directors on December 4th 2007. The Secretary of the Board of Directors' mandate does not have an end of term date according to the Spanish Companies Law since he is a non-Member of the Board.
The Chairman of the General Shareholders' Meeting of EDPR has at his disposal, the necessary human and logistical resources required for the performance of his duties. Therefore, in addition to the resources provided by the Company's General Secretary, the Company hires a specialized entity to give support to the meeting and to collect, process and count the votes submitted by the shareholders on each General Shareholders' Meeting.
Each share entitles its holder to one vote. EDPR's Articles of Association have no restrictions regarding voting rights.
EDPR's Articles of Association have no reference to a maximum percentage of voting rights that may be exercised by a single shareholder or by shareholders that are in any relationship. All shareholders, regardless the number of shares owned, may attend to the General Shareholders' Meeting and request the information or explanations that they consider relevant regarding the matters included in the Agenda of the convened meeting, and are entitled as shareholders of the Company, to take part in its deliberations and to participate in its voting process.
In order to exercise their right to attend, the Company informs in the related Notice and Shareholders' Guide of each General Shareholders' Meeting, that the shareholders must have the ownership of their shares duly registered in the Book Entry Account at least five (5) days prior to the date of the General Shareholders' Meeting.
Any shareholder may be represented at the General Shareholders' Meeting by a third party, even if such representative is not a shareholder, by means of a revocable Power of Attorney. The Board of Directors may require shareholders' Power of Attorney to be in the Company's possession at least two (2) days in advance, indicating the name of the representative.
These Powers of Attorney shall be granted specifically for each General Shareholders' Meeting and can be evidenced, in writing or by remote means of communication, such as mail or post.
Shareholders may vote on the topics included on the Meeting's Agenda, in person (or by means of the corresponding representative) at the meeting, by ordinary mail or by electronic communication. Remote votes can be revoked subsequently by the same means used to cast them, always within the deadlines established for that purpose; or by personal attendance to the General Shareholders' Meeting of the shareholder who casted the vote to his/her representative.
The Board of Directors approves a Shareholder's Guide for each General Shareholders' Meeting, detailing mail and electronic communication voting forms among other matters. This Guide is available at the Company's website (www.edprenovaveis.com).
Votes by post shall be sent in writing to the place indicated on the Notice of the meeting, accompanied by the documentation indicated in the Shareholder's Guide. In order to vote by electronic means, the shareholders who requested it, will receive a password in accordance with the deadlines and form established in the Notice of the General Shareholders' Meeting.
Pursuant to the terms of article 15 of the Articles of Association, both electronic and mail-in votes must be received by the Company before midnight (24.00 hours) of the day before the scheduled meeting date of first call.
According to EDPR's Articles of Association and as established in the law, both ordinary and extraordinary General Shareholders' Meetings are validly constituted when first called if the shareholders, either present or represented, jointly reach at least twenty-five percent (25%) of the subscribed voting capital. On second call, the General Shareholders' Meeting will be validly constituted regardless of the amount of the capital present or represented.
To validly approve the issuance of bonds, the increase or reduction of capital, the transformation, global assignment of assets and liabilities, merger or spin-off of the Company, the transfer of the Registered Office abroad, the elimination or limitation of pre-emptive rights of new shares and in general, any necessary amendment to the Articles of Association,
in the Ordinary or Extraordinary Shareholders' Meeting, it is required that on first call, the Shareholders, either present or represented, reach at least fifty percent (50%) of the subscribed voting capital and, on second call, at least twentyfive percent (25%) of the subscribed voting capital.
In relation to the quorum required to validly approve these matters, in accordance with the Law and the Articles of Association, when the shareholders attending represent more than fifty percent (50%) of the subscribed voting capital, the above mentioned resolutions will be validly adopted by absolute majority, and in the case the shareholders attending represent between the twenty-five percent (25%) and the fifty percent (50%) - but without reaching it - the favourable vote of the two-thirds (2/3) of the present or represented capital in the General Shareholders' Meeting will be required to approve these resolutions.
EDPR has not established any mechanism that may intend to cause mismatching between the rights to receive dividends or the subscription of new securities and the voting right of each common share and has not adopted mechanisms that hinder the passing of resolutions by shareholders, including fixing a quorum for resolutions greater than that provided by the law.
EDPR is a Spanish Company listed in a regulated stock exchange in Portugal. The corporate organization of EDPR is subject to its personal law and to the extent possible, to the recommendations contained in the Portuguese Corporate Governance Code, ("Código de Governo das Sociedades") approved by the Comissão do Mercado de Valores Mobiliários ("CMVM" - Portuguese Securities Market Commission) in July 2013. This governance code is available at CMVM website (www.cmvm.pt).
The organization and functioning of EDPR corporate governance model aims to achieve the highest standards of corporate governance, business conduct and ethics referenced on the best national and international practices.
EDPR has adopted the governance structure currently applicable in Spain. It comprises a General Shareholders' Meeting and a Board of Directors that represents and manages the Company.
As contemplated in the law and in its Articles of Association, the Company's Board of Directors has set up four committees. These are the Executive Committee, the Audit and Control Committee, the Nominations and Remunerations Committee and the Related-Party Transactions Committee.
In order to ensure a better understanding of EDPR corporate governance by its shareholders, the Company publishes its updated Articles of Association as well as its Committees Regulations at its website (www.edprenovaveis.com).
The governance model of EDPR was designed to ensure the transparent and meticulous separation of duties and the specialization of supervision. EDPR performs the management and supervision activities os the Company though the following governing bodies:
The purpose of the choice of this model is, to the extent possible, to adapt the Company's corporate governance structure to the Portuguese legislation. The governance model adopted by EDPR therefore seeks, as far as it is compatible with its personal law, to correspond to the so-called "Anglo-Saxon" model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility of an Audit and Control Committee.
The experience of institutional operating indicates that the governance model approved by EDPR shareholders, and adopted in EDPR, is appropriate to the corporate organization of its activity, especially because it affords transparency and a healthy balance between the management functions of the Executive Committee, the supervisory functions of the Audit and Control Committee and oversight by different Board of Directors special committees.
The institutional and functional relationship between the Executive Committee, the Audit and Control Committee and the other Non-Executive members of the Board of Directors has been of internal harmony conductive to the development of the Company's business.
According to Article 29.5 of the Company's Articles of Association, the Nominations and Remunerations Committee is empowered by the Board of Directors to advise and inform the Board regarding the appointments (including by cooption), re-elections, removals and remuneration and duties of the Board Members, as well as the composition of the several Committees of the Board. The Committee also advises on the appointment, remuneration and dismissal of top management officers. The Committee proposes the appointment and re-election of the Directors and of the composition the Committees by presenting a proposal with the names of the candidates that considers to have the best qualities to fulfil the role of Board Member.
Following the best Corporate Governance practices, in 2016 EDPR analyzed and discussed about the possible criteria applicable in the selection of the new members of its Governing Bodies. As a conclusion, within others, it was agreed to take into account the following: the education, experience in the energy sector, integrity and independence, having a proven expertise and the diversity that such candidate may provide to the related body. Based on this, the Board of Directors would submit a proposal to the General Shareholders' Meeting which should be approved by majority, for an appointment for an initial period of three (3) years. These members may be re-elected once or more times for further periods of three (3) years. For more information about the composition of the Board of Directors please check the Sustainability chapter at its topic GRI 405-1, and the Annex of this report which includes the curricular details of its Members.
Pursuant to Articles 23 of the Articles of Association and 243 of the Spanish Companies Law, shareholders may group their shares until constituting an amount of capital equal or higher than the result of dividing the company's capital by the number of Members of the Board, to be entitled to appoint a number of Directors equal to the result of the fraction using only whole amounts. Those shareholders making use of this power, cannot intervene in the nomination of the other members of the Board of Directors.
In case of a vacancy, pursuant to the Articles of Association and the Spanish Companies Law, the Board of Directors may co-opt a new Board Member, who will occupy the position until the next General Shareholders' Meeting, to which a proposal will be submitted for the ratification of such appointment by co-option. Pursuant to the Spanish Companies Law, the co-option of Directors must be approved by absolute majority of the Directors at the meeting.
Pursuant to Articles 20 and 21 of the Company's Articles of Association, the Board of Directors shall consist of no less than five (5) and no more than seventeen (17) Directors. The term of office shall be of three (3) years, and may be reelected once or more times for equal periods.
The number of Board Members was established in seventeen (17) members according to the decision of the General Shareholders' Meeting held on June 21st 2011. As of December 31st, 2017, the members of the Board of Directors are:
| BOARD MEMBER | POSITION | DATE OF FIRST APPOINTMENT |
DATE OF RE-ELECTION |
END OF TERM |
|---|---|---|---|---|
| António Mexia | Chairman | 18/03/2008 | 09/04/2015 | 09/04/2018 |
| João Manso Neto | Vice-Chairman, CEO | 18/03/2008 | 09/04/2015 | 09/04/2018 |
| João Paulo Costeira | Director | 21/06/2011 | 09/04/2015 | 09/04/2018 |
| Duarte Bello* | Director | 26/09/2017 | - | Until the next General Shareholders' Meeting |
| Miguel Ángel Prado* | Director | 26/09/2017 | - | Until the next General Shareholders' Meeting |
| Nuno Alves | Director | 18/03/2008 | 09/04/2015 | 09/04/2018 |
| João Lopes Raimundo | Director | 04/06/2008 | 09/04/2015 | 09/04/2018 |
| João Manuel de Mello Franco | Director | 04/06/2008 | 09/04/2015 | 09/04/2018 |
| Jorge Santos | Director | 04/06/2008 | 09/04/2015 | 09/04/2018 |
| Manuel Menéndez Menéndez | Director | 04/06/2008 | 09/04/2015 | 09/04/2018 |
| Gilles August | Director | 14/04/2009 | 09/04/2015 | 09/04/2018 |
| Acácio Piloto | Director | 26/02/2013 | 09/04/2015 | 09/04/2018 |
| António Nogueira Leite | Director | 26/02/2013 | 09/04/2015 | 09/04/2018 |
| José Ferreira Machado | Director | 26/02/2013 | 09/04/2015 | 09/04/2018 |
| Allan J. Katz | Director | 09/04/2015 | - | 09/04/2018 |
| Francisca Guedes De Oliveira | Director | 09/04/2015 | - | 09/04/2018 |
| Francisco Seixas da Costa | Director | 14/04/2016 | - | 14/04/2019 |
*In 2017, Miguel Dias Amaro and Gabriel Alonso resigned from their positions as members of the Board of Directors, and in order to cover these vacancies, in accordance with the proposals submitted by the Nominations and Remunerations Committee, the Board of Directors agreed in its meeting held on September 26th, 2017 to appoint by co-option Duarte Bello and Miguel Ángel Prado as Members of the Board of Directors of EDPR and its Executive Committee. The term of these co-options will be in full force until the next General Shareholders' Meeting, to which a proposal of ratification will be submitted according to the terms explained in the topic 16 above.
EDPR's Articles of Association, which are available at Company's website (www.edprenovaveis.com), contain the rules on independence for the fulfilment of duties in any body of the Company. The independence of the Directors is evaluated according to the Company's personal law, the Spanish law.
Despite the applicable CMVM recommendations do not specifically require a minimum of independent members within the Board of Directors, and only recommends to take into account some criteria as the adopted governance model, the size of the Company, its shareholder structure and the relevant free float; article 12 of EDPR's Board of Directors regulations requires that at least a twenty-five percent (25%) of the Members of the Board shall be independent. Likewise, Article 20.2 of EDPR's Articles of Association defines independent members of the Board of Directors as those who are able to perform their duties without being limited by relations with the Company, its significant Shareholders, or its management officers and comply with the other legal requirements.
In addition, Article 23 of the Articles of Association refers to the incompatibilities with the position of Director of the Company, establishing that the following may not be Directors:
years - and were not emancipated, disqualified, competitors, convicted of certain offences, or that hold certain management positions.
The Chairman of EDPR's Board of Directors does not have executive duties.
In accordance with the law and pursuant the last amendment of Articles of Association, it has been established that a Non-Executive Directors can only be represented in the Board meetings by other Non-Executive Director. The following table includes the executive, non-executive and independent members of the Board of Directors. The independent members mentioned below meet the independence and compatibility criteria required by the law and the Articles of Association.
| BOARD MEMBER | POSITION | INDEPENDENT |
|---|---|---|
| António Mexia | Chairman and Non-Executive Director | - |
| João Manso Neto | Executive Vice-Chairman and Executive Director | - |
| João Paulo Costeira | Executive Director | - |
| Duarte Bello* | Executive Director | - |
| Miguel Ángel Prado* | Executive Director | - |
| Nuno Alves | Non-Executive Director | - |
| João Lopes Raimundo | Non-Executive Director | Yes |
| João Manuel de Mello Franco | Non-Executive Director | Yes |
| Jorge Santos | Non-Executive Director | Yes |
| Manuel Menéndez Menéndez | Non-Executive Director | - |
| Gilles August | Non-Executive Director | Yes |
| Acácio Piloto | Non-Executive Director | Yes |
| António Nogueira Leite | Non-Executive Director | Yes |
| José Ferreira Machado | Non-Executive Director | Yes |
| Allan J. Katz | Non-Executive Director | Yes |
| Francisca Guedes de Oliveira | Non-Executive Director | Yes |
| Francisco Seixas da Costa | Non- Executive Director | Yes |
*In 2017, Miguel Dias Amaro and Gabriel Alonso resigned from their positions as members of the Board of Directors, and in order to cover these vacancies, in accordance with the proposals submitted by the Nominations and Remunerations Committee, the Board of Directors agreed in its meeting held on September 26th, 2017 to appoint by co-option Duarte Bello and Miguel Ángel Prado as Members of the Board of Directors of EDPR and its Executive Committee.
The main positions held by the members of the Board of Directors in the last five (5) years, those that they currently hold, positions in Group and non-Group companies and other relevant curricular information details are available in the Annex of this Report.
Qualifying Shareholders in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholders' holdings. As of December 31st 2017, and as far as the Company was informed, there are no family or business relationships of Members of the Board of Directors with qualifying shareholders but only professional relationships due to the fact that some of the Members of EDPR's Board of Directors are currently Members of the Board of Directors in other companies belonging to the same group as EDP Energias de Portugal S.A., which are the following:
Or employees in other companies belonging to EDP's Group, which are the following:
According to the Spanish Law and Spanish companies' practices, the daily management of the business is guaranteed by a Chief Executive Officer who is empowered to ensure the day-to-day management of the Company. This type of organization is different from what occurs on the Portuguese companies in which a "Conselho de Administração Executivo" takes the assignment of areas of business and each Executive Director is responsible to and for an area of business.
In 2017, EDPR approved the new composition and areas of responsibility of the Executive Committee in order to address the challenges faced by the Company, namely the fulfilment of the Business Plan targets and the increased importance of Offshore Wind business. As part of these organizational restructuration, it was agreed to appoint João Paulo Costeira as the Chief Operating Officer Offshore ("COO Offshore") and Chief Development Officer ("CDO") of EDPR.
Likewise, the Board of Directors approved the proposal from the Nominations and Remunerations Committee for the appointment of both Duarte Bello and Miguel Ángel Prado as Members of EDPR's Board of Directors and of its Executive Committee, and for their appointments as Joint Directors and as Chief Operating Officer of Europe & Brazil and Chief Operating Officer of North America respectively. Given such approvals, as of 31st December 2017, EDPR Executive Committee is composed by the following members, who are also Joint Directors:


EDPR's Board of Directors Regulations is available at Company's website (www.edprenovaveis.com), and at Company's headquarters at Plaza de la Gesta, 2, Oviedo, Spain.
According to the Law and its Articles of Association, EDPR's Board of Directors meetings take place at least once every quarter. During the year ending on December 31st 2017, the Board of Directors held eight (8) meetings. Minutes of all meetings were drawn. The table below expresses the attendance percentage of the participation of the Directors to the meetings held during 2017:
| BOARD MEMBER | POSITION | ATTENDANCE* |
|---|---|---|
| António Mexia | Chairman and Non-Executive | 75% |
| João Manso Neto | Executive Vice-Chairman and CEO | 100% |
| João Paulo Costeira | Executive | 75% |
| Duarte Bello* | Executive | 100% |
| Miguel Ángel Prado* | Executive | 100% |
| Nuno Alves | Non-Executive | 50% |
| João Lopes Raimundo | Non-Executive and Independent | 100% |
| João Manuel de Mello Franco | Non-Executive and Independent | 100% |
| Jorge Santos | Non-Executive and Independent | 100% |
| Manuel Menéndez Menéndez | Non-Executive | 75% |
| Gilles August | Non-Executive and Independent | 62.5% |
| Acácio Piloto | Non-Executive and Independent | 100% |
| António Nogueira Leite | Non-Executive and Independent | 100% |
| José Ferreira Machado | Non-Executive and Independent | 100% |
| Allan J. Katz | Non-Executive and Independent | 75% |
| Francisca Guedes de Oliveira | Non-Executive and Independent | 100% |
| Francisco Seixas da Costa | Non- Executive and Independent | 100% |
*The percentage reflects the meetings attended by the Members of the Board, provided that Duarte Bello and Miguel Ángel Prado joined the Board on September 26th 2017, and therefore, the percentage expressed is calculated over the meetings celebrated since then.
The Nominations and Remunerations Committee is the body responsible for the evaluation of the performance of the Executive Directors. According to Article 249 bis of the Spanish Companies Law, the Board of Directors supervises the effective functioning of its Committees as well as the performance of the delegated bodies and Directors designated.
The criteria for assessing the Executive Directors' performance are described on topics 70, 71 and 72 of this Report.
The members of Board of Directors of EDPR are fully available for the performance of their duties having no constraints for the execution of this function simultaneously with other positions. The positions held at the same time in other companies within and outside the group, and other relevant activities undertaken by members of the Board of Directors throughout the financial year are listed in the Annex of this report.
Pursuant to Article 10 of the Company's Articles of Association, the Board of Directors may have delegated bodies. The Board of Directors has set up four Committees:
With the exception of the Executive Committee, all Committees are composed of independent members. The regulations of EDPR Board of Directors' Committees are available at the Company's website (www.edprenovaveis.com).
Pursuant to Article 27 of the Company's Articles of Association, the Executive Committee shall consist of no less than four (4) and no more than seven (7) Directors.
Its constitution, the nomination of its members and the extension of the powers delegated must be approved by twothirds (2/3) of the members of the Board of Directors.
In its meeting held on September 26th 2017, the Board of Directors acknowledged the resignation of Gabriel Alonso and Miguel Dias Amaro from their positions as members of the Board and Executive Committee, and thus the Board agreed to appoint by cooption of both Duarte Bello and Miguel Ángel Prado as members of EDPR Board of Directors, of its Executive Committee and Joint Directors. Given such approvals, as of December 31st 2017, EDPR Executive Committee is composed by the following members, who are also Joint Directors:
Additionally, Emilio García-Conde Noriega is the Secretary of the Executive Committee.
In addition to the Articles of Association, this committee is also governed by its regulations approved on June 4th 2008 and last amended on November 2nd 2016. The committee regulations are available at the Company's website (www.edprenovaveis.com).
In order to adopt the best practices of Corporate Governance and with the aim of promoting the transparency in the management of the Company, the regulations of this committee include within the list of non - delegable matters of the Board of Directors a clarification on the definition of the matters that should be considered as strategic matters based on economical, risk or special features criteria.
The Executive Committee shall meet at least once a month and whenever is deemed appropriate by its Chairman, who may also suspend or postpone meetings when he sees fit. The Executive Committee shall also meet when requested by at least two (2) of its members.
The Chairman of the Executive Committee, who is currently also the Vice-Chairman of the Board of Directors, submits to the Chairman of the Audit and Control Committee and to the rest of the members of the Board, the convening notices and minutes of the meetings of this Committee.
Meetings of the Executive Committee are valid if half of its members plus one are present or represented. Decisions shall be adopted by majority. In the event of a tie, the Chairman shall have the casting vote.
Executive Directors shall provide any clarifications needed by the other Directors or corporate bodies whenever requested to do so.
The composition of the Executive Committee is described on the previous topic.
The Executive Committee is a permanent body to which all the competences of the Board of Directors that are delegable under the law and the Articles of Association can be assigned. The non-delegable competences are the following:
x Definition of the Company's general policies and strategies. In any case, the following transactions individually considered, shall be subject to the prior approval of the Board of Directors, or its ratification in cases of justified urgency:
x Other business activity or transactions, including expansion investments, with a significant strategic relevance or with an economic value higher than seventy-five million Euros (EUR 75,000,000) and not included in the budget approved by the Board of Directors; or
In 2017 the Executive Committee held 50 meetings. The Executive Committee's main activity is the daily management of the Company.
Pursuant to Article 28 of the Company's Articles of Association and Article 9 of the Committee's Regulations, the Audit and Control Committee consists of no less than three (3) and no more than five (5) members.
According to Article 28.5 of the Articles of Association the term of office of the Chairman of the Audit and Control Committee is a maximum of six (6) years. Jorge dos Santos was first elected on April 8th, 2014 for the position of Chairman of the Audit and Control Committee, following the opinion presented by the Nominations and Remuneration Committee.
The Audit and Control Committee consists of three (3) independent members, plus the Secretary. As of December 31st 2017, the members of the Audit and Control Committee are:
Additionally, Mr. Emilio García-Conde Noriega is the Secretary of the Audit and Control Committee.
The competences of the Audit and Control Committee are as follows:
x Proposing the appointment of the Company's auditors to the Board of Directors for subsequent approval by the General Shareholders' Meeting, as well as the contractual conditions, scope of the work – specially concerning audit services, "audit related" and "non-audit" – annual activity evaluation and revocation or renovation of the auditor appointments;
x Supervising the finance reporting and the functioning of the internal risk management and control systems, as well as, evaluating those systems and proposing the adequate adjustments according to the Company necessities;
In addition to the Articles of Association and the law, this Committee is governed by its regulations approved on June 4th 2008 and amended on May 4th 2010, which are available at the Company's website (www.edprenovaveis.com).
The committee shall meet at least once a quarter and additionally whenever its Chairman sees fit. This committee shall draft minutes of every meeting held and inform the Board of Directors of its decisions at the first Board meeting after each committee meeting.
Decisions shall be adopted by majority. The Chairman shall have the casting vote in the event of a tie.
In 2017 the Audit and Control Committee's activities included the following:
x Information about the contingencies affecting to the Group;
x Information about the proposal of application of results for the fiscal year ended on December 31st and the distribution of dividends;
The Audit and Control Committee found no constraints during its control and supervision activities.
The information regarding the meetings celebrated by this Committee and the attendance of its related members during the year 2017 is described at topic 35.
Pursuant to Article 29 of the Company's Articles of Association and Article 9 of its Regulations, the Nominations and Remunerations Committee shall consist of no less than three (3) and no more than six (6) members. At least one of its members must be independent and shall be the Chairman of the committee.
In accordance with Recommendation 52 of the Spanish Unified Code of Good Governance ("Código Unificado de Buen Gobierno") approved by the Board of CNMV on February 18th 2015, the Nominations and Remunerations Committee must be entirely constituted by Non-Executive Directors and being the majority of them independent. In compliance with this Recommendation, and to the extent possible, also with the recommendation indicated in chapter II.3.1 of the Portuguese Corporate Governance Code (as considering that in Spain this committee shall be entirely comprised by members of its Board of Directors), EDPR's Nominations and Remunerations Committee is entirely constituted by Non-Executive and independent members of its Board of Directors.
As of December 31st 2017, the Nominations and Remunerations Committee consists of four (4) independent members, plus the Secretary:
Additionally, Emilio García-Conde Noriega is the Secretary of the Nominations and Remunerations Committee.
None of the committee members are spouses or up to third degree relatives in direct line of the other members of the Board of Directors.
The committee members shall maintain their positions for as long as they are Company Directors. Nonetheless, the Board may decide to discharge members of the committee at any time and the members may resign said positions while remaining Company Directors.
The Nominations and Remunerations Committee is a permanent body belonging to the Board of Directors with an informative and consultative nature and its recommendations and reports are not binding.
The Nominations and Remunerations Committee has no executive functions. The main functions of the Nominations and Remunerations Committee are to assist and report to the Board of Directors about appointments (including by cooption), re-elections, removals, and the remuneration of the Board Members and its Officers, the composition of the Board delegated Committees, as well as the appointment, remuneration, and removal of executive staff. The
Nominations and Remunerations Committee shall also inform the Board of Directors on general remuneration and incentive policy and incentives for Board members and executive staff. These functions include the following:
In addition to the Articles of Association, the Nominations and Remunerations Committee is governed by its Regulations approved on June 4th 2008. The committee's regulations are available at the Company's website (www.edprenovaveis.com).
This committee shall meet at least once every quarter and also whenever its Chairman sees fit. This committee shall draft minutes of every meeting held and inform the Board of Directors of its decisions at the first Board meeting after each committee meeting. Decisions shall be adopted by majority. The Chairman shall have the deciding vote in the event of a tie.
In 2017 the Nominations and Remunerations Committee activities were:
Pursuant to Article 30 of the Articles of Association, the Board of Directors may set up other committees, such as the Related-Party Transactions Committee. This committee shall consist of no fewer than three (3) members the majority of whom must be independent. Currently, the Related-Party Transactions committee consists of three (3) independent members plus the Secretary.
Members of the Related-Party Transactions Committee shall be considered independent if they can perform their duties without being conditioned by their relations with EDPR, its majority shareholders or its Directors, and where appropriate, meet the other requirements of the applicable legislation.
As of December 31st, 2017, the members of this Committee are:
Additionally, Emilio García-Conde Noriega is the Secretary of the Related-Party Transactions Committee.
The committee members shall maintain their positions for as long as they are Company Directors. Nevertheless, the Board may decide to discharge members of the committee at any time and the members may resign these positions while, still remaining Company Directors.
The Related Party Transactions Committee is a permanent body belonging to the Board of Directors that performs the following duties, without prejudice, to others that the Board may assign to it:
In case the Related Party Transactions Committee does not ratify the commercial or legal relations between EDP or its related entities and EDP Renováveis and its related entities, as well as those related with Qualifying Holders other than EDP, Board Members, "Key Employees" and/or their relatives, such relations must be approved by 2/3 of the members
of the Board of Directors as long as half of the members proposed by entities different from EDP, including independent Directors, vote favourably, except when a majority of members expresses its approval prior to submitting the matter to the Related Party Transactions Committee for its approval.
The terms of the bullet points above shall not apply to transactions between EDP or its related entities and EDPR or its related entities carried out under standardized conditions, and are applied equally to different related entities of EDP and EDPR, even standardized price conditions.
In addition to the Articles of Association, the Related-Party Transactions Committee is governed by its regulations approved on June 4th 2008 and amended on February 28th 2012. The committee's regulations are available at the Company's website (www.edprenovaveis.com).
This committee shall draft minutes of every meeting held and inform the Board of Directors of decisions that it makes at the first Board meeting held after each committee meeting. Decisions shall be adopted by majority. The Chairman shall have the casting vote in the event of a tie.
In 2017, the Related Party Transactions Committee revised, approved and proposed to the Board of Directors the approval of all agreements and contracts between related parties submitted to its consideration.
Chapter E – I, topic 90, of this report includes a description of the fundamental aspects of the agreements and contracts between related parties.
EDPR's governance model, as long as it is compatible with its personal law (Spanish law), corresponds to the so-called "Anglo-Saxon" model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility of an Audit and Control Committee.
Composition of Audit and Control Committee is reflected on topic 29. The dates of first appointment as members of the Audit and Control Committee are the following:
| MEMBER | POSITION | FIRST APPOINTMENT DATE |
|---|---|---|
| Jorge Santos | Chairman | 03/05/2011 |
| João Manuel de Mello Franco | Vocal | 04/06/2008 |
| João Lopes Raimundo | Vocal | 11/04/2011 |
Information concerning the independence of the members of the Audit and Control Committee is available on the chart of topic 18 of the report. As mentioned on the first paragraph of topic 18, the independence of the members of the Board and of its Committees is evaluated according to the Company's personal law, the Spanish law.
Professional qualifications of each member of the Audit and Control Committee and other important curricular information, are available in the Annex of this report.
The Audit and Control Committee regulations are available at the Company's website (www.edprenovaveis.com) and at the Company's Headquarters at Plaza de la Gesta, 2, Oviedo, Spain.
The Audit and Control Committee held eight (8) formal meetings and several follow up meetings along 2017.
On June 14th, 2017, Jorge Santos and João Melo Franco attended the meeting of the Risk Committee were it was discussed the report about the "US market basis risk & unwind of Brazilian regulated PPAs" and on June 29th, 2017, João Melo Franco also attended to the Directors meeting ("Encuentro de Consejeros") convened by the "Instituto de Auditores Internos de España" where there were discussed matters as the technical guidelines applicable to the Audit Committees of Public Interest Entities, cybersecurity for Directors or corporate criminal liability.
In 2017, Jorge Santos and João Melo Franco also met the Committee in charge of the Finance issues of EDP Group and KMPG to discuss the main conclusions about the Company results.
The table below shows the attendance percentage to the meetings of the Audit and Control Committee. During the year 2017 none of the members delegated their votes in other member.
| MEMBER | POSITION | ATTENDANCE |
|---|---|---|
| Jorge Santos | Chairman | 100% |
| João Manuel de Mello Franco | Vocal | 100% |
| João Lopes Raimundo | Vocal | 100% |
The members of the Audit and Control Committee are fully available for the performance of their duties having no constraints for the execution of this function simultaneously with positions in other companies. The positions held simultaneously in other companies inside and outside the Group and other relevant activities undertaken by members of this Committee throughout the financial year are listed in the Annex of this report.
In EDPR there is a policy of pre-approval by the Audit and Control Committee for the selection of the External Auditor and any related entity for non-audit services, according to Recommendation IV.2 of the Portuguese Corporate Governance Code. This policy was strictly followed during 2017.
The non–audit services provided by the External Auditor and entities in a holding relationship with or incorporated in the same network as the External Auditor were previously approved by the Audit and Control Committee according to Article 8.2, b) of its Regulations and upon review of each specific service, which considered the following aspects: (i) such services having no effect on the independence of the External Auditor and any safeguards used; and (ii) the position of the External Auditor in the provision of such services, notably the External Auditor's experience and knowledge of the Company.
Furthermore, although hiring services other than auditing services to the External Auditor is admissible, it is envisaged as an exception. In 2017 such services reached only around 14.5% of the total amount of services provided to the Company.
Apart from the competences expressly delegated on the Audit and Control Committee according to Article 8 of its Regulations and in order to safeguard the independence of the External Auditor, the following powers of the Audit and Control Committee were exercised during the 2017 financial year and should be highlighted:
Within this context, it should be particularly stressed that the External Auditor's independence was safeguarded by the implementation of the Company's policy for the pre-approval of the services to be hired to External Auditors (or any entity in a holding relationship with or incorporating the same network as the External Auditors), which results from the application of the rules issued by the European Union on this matter. According to such policy, the Audit and Control Committee makes an overall pre-approval of the services proposal made by the External Auditors and a specific preapproval of other services that will eventually be provided by the External Auditors, particularly, tax consultancy services and services other than "audit and audit related" services.
According to the Spanish law, the External Auditor ("Auditor de Cuentas") is appointed by the General Shareholders' Meeting and corresponds to the statutory auditor body ("Revisor Oficial de Contas") described on the Portuguese Law. Consequently, the information about the External Auditor is available on chapter V of the report, points 42 to 47.
EDPR's External Auditor is, since 2007, KPMG Auditores S.L., a Spanish Company whose partner in charge of accounts auditing is, currently and since January 2014, Estibaliz Bilbao. KPMG Auditores S.L. is registered at the Spanish Official Register of Auditors under number S0702 and with Tax Identification Number B-78510153.
KPMG Auditores S.L. is in charge of EDPR's accounts auditing, having been performing these duties during ten (10) consecutive years from the date EDPR became Public Interest Entity.
According to the personal Law of EDPR -the Spanish Law- amended in 2015, the maximum term for an auditing firm is established in a 10-year term from the date the company is declared as a "Public Interest Entity".
In the case of EDPR, this date is when the IPO was launched in 2008. On December 31st 2017, KPMG Auditores S.L. has ended its last consecutive year as EDPR's External Auditor from the date that it became Public Interest Entity. Consequently it is foreseen that the Company External Auditor will rotate at the next General Shareholders' Meeting.
The Audit and Control Committee is responsible for the evaluation of the External Auditor according to the competences granted by its Regulations. The evaluation of the Audit and Control Committee is made annually. The Audit and Control Committee acts as the company speaker for the relevant matters with the External Auditor and with whom establishes a permanent contact throughout the year to assure the conditions, including the independence, adequate to the services provided by them related to the auditing process, and receiving and maintaining information on any other questions regarding accounting subjects. In 2017, according to the Audit and Control Committee's competences and in line with Recommendation II.2.2, it was the first and direct recipient and the corporate body in charge of the permanent contact with the external auditor on matters that may pose a risk to their independence and any other matters related to the auditing of accounts. It also receives and stores information on any other matters provided for in legislation on audits and in auditing standards in effect at any time. The External Auditor within the scope of its duties, verified the implementation of the remuneration policies and systems of the corporate bodies as well as the efficiency and effectiveness of the internal control mechanisms and report any shortcomings to the supervisory body of the Company.
According to the rules described on topic 29 of this Report, in EDPR there is a policy of pre-approval by the Audit and Control Committee for the selection non-audit services according to Article 8.2, b) of the Audit and Control Committee Regulations.
During 2017 the non-audit services provided by the External Auditor for EDPR's business units consisted mostly on i) quarterly review of the Spanish and Portuguese companies' financial statements which is considered a non-audit service according to the respective local regulations; ii) review of the internal control system on financial reporting for the EDPR Group iii); review of the non-financial information related to sustainability included in the EDPR Group's annual report; and iv) agreed upon procedures requested by non-controlling interests and by financial institutions in order to obtain certified assurance over certain financial information.
KPMG was engaged to provide the above-mentioned services due to its in-depth knowledge of the Group's activities and processes. These engagements did not risk the independence of the External Auditor and were pre-approved by the Audit and Control Committee prior to rendering the services.
| TYPE OF SERVICES (€) | PORTUGAL | SPAIN | BRAZIL | US | OTHER | TOTAL | % |
|---|---|---|---|---|---|---|---|
| Statutory audit | 237,648 | 374,068 | 149,846 | 942,806 | 863,217 | 2,567,585 | 85% |
| Other audit related services | - | 10,915 | - | - | 4,427 | 15,342 | 0.5% |
| Total audit related services | 237,648 | 384,983 | 149,846 | 942,806 | 867,644 | 2,582,927 | 86% |
| Tax consultancy services | - | - | - | - | - | - | 0.0% |
| Other services un related to statutory auditing |
24,154 | 407,257 | - | 6,442 | - | 437,853 | 14.5% |
| Total non-audit related services | 24,154 | 407,257* | - | 6,442 | - | 437,853 | 14.5% |
| Total | 261,802 | 792,240 | 149,846 | 949,248 | 867,644 | 3,020,780 | 100% |
*This amount includes, between others, services that refer to the entire Group such as the review of the internal control system on financial reporting and review of the non-financial information related to sustainability included in the EDPR Group's annual report, which are invoiced to a Spanish company. Variation with respect to the previous year mainly refer to the mentioned review of the internal control system on financial reporting and to the quarterly review of the Spanish and Portuguese companies' financial statements which are considered non-audit services according to the respective local regulations.
Amendments to the Articles of Association of the Company are of the responsibility of the General Shareholders' Meeting who has the power to decide on this matter. According to Article 17 of the Company's Articles of Association ("Constitution of the General Shareholders' Meeting, Adoption of resolutions"), to validly approve any necessary amendment to the Articles of Association, the Ordinary or Extraordinary Shareholders' Meeting will need:
In the event that the shareholders attending represent more than fifty percent (50%) of the subscribed voting capital, the resolutions referred to in the present paragraph will be validly adopted when reached absolute majority. If the shareholders attending represent between twenty-five percent (25%) and fifty percent (50%) – but without reaching it – the favourable vote of two-thirds (2/3) of the present or represented capital in the General Shareholders' Meeting will be required in order to validly approve these resolutions.
EDPR has always carried out its activity by consistently implementing measures to ensure the good governance of its companies, including the prevention of incorrect practices, particularly in the areas of accounting and finance.
On this basis, EDPR provides the Group workers with a channel enabling them to report directly and confidentially to the Audit and Control Committee any practice presumed illicit or any alleged accounting and/or financial irregularity in their Company, in compliance with the provisions of CMVM Regulation no. 4/2013.
With this channel for reporting irregular accounting and financial practices, EDPR aims to:
Contact with the Company's Audit and Control Committee is only possible by email and post, and access to information received is restricted.
Any complaint addressed to the Audit and Control Committee will be kept strictly confidential and the whistle-blower will remain anonymous, provided that this does not prevent the investigation of the complaint. He/she will be assured that the Company will not take any retaliatory or disciplinary action as a result of exercising his/her right to blow the whistle on irregularities, provide information, or assist in an investigation. The process and functioning rules of this channel are explained in the Welcome Presentation organized every year for the new hires of EDPR and also published on the intranet and website of the Company.
The Secretary of the Audit and Control Committee receives all the communications and presents a quarterly report to the members of the Committee.
In 2017 there were no communications regarding any irregularity at EDPR.
EDPR has a Code of Ethics published on its intranet and its website, which includes principles like transparency, honesty, integrity, non-discrimination, equal opportunity, and sustainability.
The Code of Ethics has been widely circulated among employees of the Group through internal communications mechanisms, individual shipments, delivery to new employees, and intranet publishing. The Code of Ethics is also attached to the labour agreements of the new hires to their written acknowledgement when they join the Company. Likewise, in the Welcome Presentation organized every year for the new hires of EDPR, they are explained the main contents of this document and its bylaws, as well as the Ethics Channel existence and functioning.
There is a strong commitment by the Company in relation to the dissemination and promotion of compliance with the Code available to all employees through training, questionnaires, and open discussions of the findings. To this extent, from March to December 2016, EDP offered an online Ethics training ("Ética EDP") available to all employees of both Europe/Brazil and North America platforms. This course achieved a major participation of around 900 EDPR employees. This type of training will be performed periodically.
There is also an Ethics Channel and Ethics Regulation to articulate any specific claims of the Code of Ethics and to resolve doubts on all matters relating to the Code of Ethics.
Communications regarding possible breaches of the Code of Ethics are sent to the Ethics Ombudsman, who performs a first analysis, forwarding its conclusions to the Ethics Committee of EDPR, which receives, records, processes, and reports it to the Board of Directors.
In 2017 there was one (1) communication to the Ethics Ombudsman through the Ethics Channel. However, it was decided to reject this claim as it was not considered as an issue related to the Ethics Code.
In order to ensure compliance with the standards of Anti-Corruption Regulation in every geography where EDPR operates, the Company developed in 2014 an Anti-Bribery Policy of application to all EDPR Group, which was approved by its Board of Directors on December 19th 2014, and updated in 2017. This Anti-Corruption Policy implies a series of procedures regarding the relationships of EDPR employees with external parties, namely the approval of certain actions regarding hospitality to and from external parties, charitable donations, and sponsorships. This Policy was implemented in the Group in 2015, through the introduction of several approval systems in the corporate's employee channels in order to ensure transparency and prevent any corrupt business practice, and was communicated to all EDPR employees. Once this implementation was finished, the corresponding training sessions were organized for part of our employees, and made available in the intranet, in order to ensure appropriate knowledge and understanding of the Policy.
The Anti-Corruption Policy is available at the Company's website (www.edprenovaveis.com) and intranet, and it is also attached to the labour agreements of the new hires to their written acknowledgement when they join the Company. Likewise, in the Welcome Presentation organized every year for the new hires of EDPR, they are also explained the main contents of this documents and its functioning.
EDPR's Internal Audit Department is composed by eight (8) members. The function of EDPR's Internal Audit is to carry out an objective and independent assessment of the Group's activities and of its internal control situation, in order to make recommendations to improve the internal control mechanisms over systems and management processes in accordance with the Group's objectives.
Additionally, EDPR has a Responsibilities Model and a SCIRF Manual (Internal Control System over Financial Reporting), in which individuals, governing bodies and committees responsible for implementing and managing the internal control system are indicated.
The Responsibilities Model includes the functions and main activities in the management and maintenance of the system at all levels of the organization including monitoring activities related to the annual cycle, the implementation of controls and documentation of evidence and supervision activities.
The SCIRF Manual incorporates the general principles of the Internal Control System over Financial Reporting as well as the methodology used, the procedures for ensuring the effectiveness of internal control and design of models, documentation, evaluation and reporting.
In line with the general principles of the model adopted by EDPR for the management of the SCIRF, the COSO Internal Control integrated Framework 2013 (Committee of Sponsoring Organizations of the Treadway Commission), the responsibility for supervising the Internal Control System lies in the Board of Directors and the Audit and Control Committee. The CEO is accountable before the Board and must ensure the proper functioning and effectiveness of the
SCIRF, promoting its design, implementation and maintenance. The Executive Committee must support the CEO in this task, guiding the development of the Entity Level Controls of the Company and the controls in their areas of responsibility, relying when necessary on other levels of the organization. Also, the Senior Managers are responsible for evaluating any deficiencies and implementing appropriate improvement opportunities.
To fulfil these responsibilities, EDPR's Internal Audit offers support and advice for the management and development of the SCIRF.
The Internal Audit function in EDPR Group is a corporate function carried out by the Internal Audit Department, which reports both to the Chairman of EDPR's Executive Committee and to EDPR's Audit and Control Committee.

EDPR's Enterprise Risk Management Process is an integrated and transversal management model that ensures the minimization of the effects of risk on EDPR's capital and earnings, as well as the implementation of best practices of Corporate Governance and transparency. The process aligns EDPR's risk exposure with the company's desired risk profile.
The process is closely followed and supervised by the Audit and Control Committee, an independent supervisory body composed of non-executive members.
Market, counterparty, operational, business and strategic risks are identified and assessed and, following the result of the assessment, Risk Policies are defined and implemented across the company. These policies are aimed to mitigate risks without compromising potential opportunities, thus, optimizing return versus risk exposure.
During 2017, EDPR reassessed Operational Risk for the company, executing a bottom-up analysis across all departments, as stated in EDPR's Operational Risk Policy.
Risk Management at EDPR is focused on covering all risks of the company. In order to have a holistic view of risks, they are grouped in Risk Categories, which are Market, Counterparty, Operational, Business and Strategic. The definition of Risk Categories at EDPR is as follows:
1. Market Risk – It refers to the risk to EDPR resulting from movements in market prices. Due to the relationship between wind production and electricity price, production risk is considered within market risk. In particular, market risk are changes in electricity prices, production risk, interest rates, foreign exchange rates and other commodity prices;
2. Counterparty Risk (credit and operational) – Risk that counterparty to a transaction could default before final settlement of the transaction's cash flows. A direct economic loss would occur if transactions with the counterparty had positive economic value at the time of default. Even in the case of not defaulting, it may not comply with its contract obligations (timing, quality, etc.), implying additional higher costs due to its replacement or to delays in fulfilling the contract;
3. Operational Risk (other than counterparty) – Defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events (such as an increase in equipment default rates, increasing O&M, or natural disasters);
4. Business Risk – Potential loss in the company's earnings due to adverse changes in business margins. Such losses can result above all from a serious increase in equipment prices or changes in the regulatory environment. Changes in electricity prices and production are considered market risks;
5. Strategic Risk – It refers to risks coming from macroeconomic, political, social or environmental situation in countries where EDPR is present, as well as those coming from a change in competitive landscape, from technology disruptions, from changes in energy markets or from governance decisions (investment decisions criteria, Corporate Governance and Reputational issues).
Within each Risk Category, risks are classified in Risk Groups.
EDPR faces limited electricity price risk as it pursues a strategy of being present in countries or regions with long-term visibility on revenues. In most countries where EDPR is present, prices are determined through regulated framework mechanisms. In those countries with no regulated tariffs, power purchase agreements are negotiated with different off takers to eliminate electricity and Green Certificate or Renewable Energy Credit (REC) price risks.
Despite EDPR's strategy of eliminating market price risk, EDPR still has some plants with merchant exposure.
In Europe, EDPR operates in countries where the selling price is defined by a feed-in-tariff (Portugal, France and Italy) or in markets where, on top of the electricity price, EDPR receives either a pre-defined regulated premium or a green certificate, whose price is achieved on a regulated market (Spain, Belgium, Poland and Romania). EDPR is also developing investment activity in the UK, where current incentive system is based on green certificates but will change to a feed in tariff.
In countries with a pre-defined regulated premium or a green certificate scheme, EDPR is exposed to electricity price fluctuations. Considering current Power Purchase Agreements (PPAs) in place, EDPR is exposed to electricity price risk in Romania, in Poland and partially in Spain. Additionally, in European countries with a green certificate scheme (Romania and Poland), EDPR is exposed to fluctuation on the price of green certificates.
The US market does not provide a regulated framework system for the electricity price. Nevertheless, renewable generation is incentivized through PTCs (Production Tax Credits) and regional Renewable Portfolio Standard (RPS) programs that allow receiving RECs for each MWh of renewable generation. REC prices are very volatile and depend on the regional supply/demand equilibrium in the relevant market.
Most of EDPR's capacity in the US has predefined prices determined by bundled (electricity + REC) long-term contracts with local utilities in line with the Company's policy of avoiding electricity price risk. Despite existing long term contracts, some EDPR's plants in the US do not have PPA and are selling merchant with exposure to electricity and REC prices. Additionally, some plants with existing PPAs do not sell their energy where it is produced and are therefore exposed to basis risk (difference in price between the location where energy is produced and that where energy is sold).
In Ontario (Canada), the selling price is defined by a long-term feed-in-tariff, thus, there is no electricity price exposure.
In Brazilian operations, the selling price is defined through a public auction which is later translated into a long-term contract. Electricity price exposure is almost null, with little exposure for the production above or below the contracted production.
Under EDPR's global approach to minimize the exposure to market electricity prices, the Company evaluates on a permanent basis, if there are any deviations to the pre-defined limits (measured through EBITDA at risk, Net Income at risk and total merchant exposure).
EDPR intends to eliminate Green Certificates and REC price risk with the signing of bundled PPAs with private off takers, which include the sale of the electricity and the Green Certificate or REC. In some cases, the offtake may be interested in contracting only the Green Certificate or the REC, thus a GCPA (Green Certificate Purchase Agreement) or a RECPA (REC Purchase Agreement) is signed. During 2017, EDPR signed new long-term PPAs in the US for 774 MW.
In those geographies with remaining merchant exposure, EDPR uses various commodity-hedging instruments in order to minimize the exposure to fluctuating market prices. In some cases, due to the lack of liquidity of financial derivatives, it may not be possible to successfully hedge all existing merchant exposure, after considering PPAs in place.
In 2017 EDPR financially hedged most of its remaining merchant exposure in Poland, Romania, Spain and the US.
As aforementioned, some US plants have exposure to REC price risk and/or basis risk (difference in electricity price between locations). EDPR hedges REC prices through forward sales and basis exposures through financial swaps or FTR (Financial Transmission Rights).
The amount of electricity generated by EDPR's renewable plants is dependent on weather conditions, which vary across locations, from season to season and from year to year. Variation on the amount of electricity that is generated affects EDPR's operating results and efficiency.
Not only the total wind or solar production in a specific location is relevant, but also the profile of production. Wind usually blows more at night than at daytime, when energy prices are lower and the opposite for solar. Generation profile will affect the discount or add-on in price of a plant versus a baseload generation.
Finally, curtailment of a plant will also affect its production. Curtailment occurs when the production of a plant is stopped by the TSO (Transmission System Operators) for external reasons to the Company. Examples of cases of curtailment are upgrades in transmission lines or exceptional congestion (high level of electricity generation for available transmission capacity).
EDPR mitigates wind and solar resource volatility and seasonality through geographical diversification of its asset base in different countries and regions.
EDPR acknowledges the correlation between different plants in its portfolio that allows for this geographical diversification, which enables EDPR to partially offset production variations in each region and to keep the total energy generation relatively steady. Currently, EDPR is present in 12 countries: Spain, Portugal, France, Belgium, Poland, Romania, UK (no generation), Italy, US, Canada, Brazil and Mexico.
EDPR has analyzed the potential use of financial products to hedge wind risk and might use this product to mitigate risk in specific cases.
Profile risk and curtailment risk are managed ex-ante. For every new investment, EDPR factors the effect that expected generation profile and curtailment will have on the output of the plant. Generation profile and curtailment of EDPR's plants are constantly monitored by EPDR's Risk department to detect potential future changes.
EDPR finances its plants through project finance or corporate debt. In both cases, a variable interest rate might imply significant fluctuations in interest payments.
On the other hand, due to EDPR's presence in several countries, revenues are denominated in different currencies. Consequently, exchange rate fluctuations may have a material adverse effect on financial results or on the value of the foreign investment.
Given the policies adopted by EDPR Group, current exposure to variable interest rate is not significant and financial cash flows are substantially independent from the fluctuation of interest rates.
The purpose of interest rate risk management policies is to reduce the exposure of long-term debt cash flows to market fluctuations, mainly by contracting long term debt with a fixed rate.
With most of interest rate being fixed, main exposure to interest rates arises at refinancing. To protect against this risk, EDPR intends to maintain a balanced maturity profile for its corporate fixed debt, thus, diversifying the risk of bad timing when refinancing occurs.
Repricing calendar of debt is continuously monitored together with interest rates in order to detect good timing for restructuring debt.
Taking into account risk management policy and approved exposure limits, Global Risk Area supports the Finance team in interest rate hedging decisions and the Finance team submits the financial strategy appropriate to each project/location for Executive Committee's approval.
EDPR has international operations and is exposed to the exchange-rate risk resulting from investments in foreign subsidiaries. Currency exposure in operating plants is to U.S. dollar, Romanian leu, Polish zloty, Brazilian real, British pound and Canadian dollar.
EDPR hedges risk against currency fluctuations by financing in the same currency as the revenues of the project. When local financing is not available, EDPR hedges debt cash flows though cross currency interest rate swaps.
EDPR also hedges net investment (investment after deducting local debt) in foreign currency through cross currency interest rate swaps.
Finally, EDPR contracts foreign exchange forwards to hedge the risk in specific transactions, mainly in payments to suppliers which may be denominated in different currencies.
EDPR's hedging efforts minimize exchange rate volatility, but do not eliminate completely this risk due to high costs associated to hedging FX in certain situations.
In specific projects, regulated remuneration is linked to inflation. Additionally, O&M costs are considered to be linked to inflation in most cases.
Exposure to inflation in revenues may be naturally hedged with exposure to interest rates and EDPR regularly analyses inflation exposure and its relationship with interest rates to adjust level of interest rate coverage in project finance structures.
Exposure to inflation in O&M costs is managed at the moment of the investment decisions, by executing sensitivity analyses.
Liquidity risk is the risk of EDPR not meeting its financial obligations. Liquidity risk is mainly related to extreme market movements in electricity prices, interest or exchange rates, which may change the expected cash flow generation.
EDPR tracks liquidity risk in the short term (margin calls, etc) and in the long term (financing sources) in order to meet strategic targets previously set (EBITDA, debt ratio and others).
EDPR's strategy to manage liquidity risk is to ensure that its liquidity is sufficient to meet financial liabilities when due, under both normal and stressed conditions, and without incurring unacceptable losses or risking damage to EDPR's reputation.
Different funding sources are used such as Tax Equity investors, multilateral organizations, project finance, corporate debt and asset rotation in order to ensure long-term liquidity to finance planned projects and working capital.
In projects in which there is a significant number of years between investment decision and start of construction, EDPR may be exposed to the price of the materials used in turbine manufacturing, foundations and interconnection through escalation formulae included in the contracts with suppliers.
In order to manage this risk, EDPR may hedge the market exposure in OTC/future commodity markets, considering the risks (potential losses) and the cost of the hedge.
Counterparty credit risk is the risk that the counterparty to a transaction could default before the final settlement of the transaction's cash flows. An economic loss could occur, either a direct economic loss if the transaction has a positive value at the moment of default (counterparty credit risk) or a replacement cost due to change of the counterparty (counterparty operational risk).
If the transactions or portfolio of transactions with the counterparty has a positive economic value at the time of default, an economic loss would occur.
To control credit risk at EDPR, thresholds of Expected Loss and Unexpected Loss are established at company level as defined under Basel Standards and re-evaluated monthly. If the threshold is surpassed by the company as a whole, mitigation measures are implemented in order to remain within the pre-established limit.
Additionally, Expected Loss limits are established for each individual counterparty or Group of counterparties (parent and subsidiaries).
If the transactions or portfolio of transactions with the counterparty do not have a positive economic value at the time of default, it will impact operations. Despite no direct loss at the time of default, the replacement of the counterparty could imply a cost to EDPR due to potential delays, higher contract value with a new counterparty (replacement costs), etc.
Construction and O&M subcontractors are counterparties to which EDPR is exposed from an operational point of view.
To minimize the probability of incurring in potential replacement costs with counterparties, EDPR´s policy concerning counterparty operational risk is managed by an analysis of the technical capacity, competitiveness, credit quality and replacement cost of the counterparty.
Renewable plants are subject to strict regulations at different authority levels (international, national, state, regional and local) relating to the development, construction, grid interconnection and operation of power plants. Among other things, these laws regulate landscape and environmental aspects, building licenses, land use and land securing and access to the grid issues.
While level of exigency might be different depending on the geographies, EDPR acknowledges a trend for legislations to align towards concentrating the most restrictive rules and development risks on the consenting (environmental and urban permissions) and interconnection (electricity connection of the plant to the national grid).
In this context, EDPR's experience gathered in different countries is useful to anticipate and deal with similar situations in other countries.
During the development and design phase, EDPR focuses on the optimization of its projects. By mastering the variables, such as choice of locations, layout, etc, the objective is to make our projects more resilient to permitting risks.
Additionally, EDPR mitigates development risk by generating optionality, with development activities in 12 different countries (Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US, Canada, Brazil and Mexico) and a portfolio of projects in several stages of maturity. EDPR has a large pipeline of projects that provide a "buffer" to overcome potential delays in the development of prioritized projects, ensuring growth targets and being able to compensate permitting delays in some geographies.
During the construction of the foundations, interconnection and substation of a plant, and the installation of the equipment, different events (bad weather, accidents, etc) might occur that could imply an over cost or a delay in the commercial operation date of the plant:
During the design phase, EDPR engineering teams supervise the engineering and the installation method. Construction is subcontracted to technically capable construction companies.
In both cases, a critical path analysis is performed to assess the reliability of construction and installation plan. Also, collaterals may be required to the counterparty following EDPR's Counterparty Risk Policy.
Renewable plants in construction and in operation are exposed to weather hazards, natural disasters, etc. These risks depend on the location.
All plants are insured the physical damage during construction and operation. During operation, any natural disaster, weather hazard or accident will be partially insured to revenue losses due to the event.
Output from renewable plants depends upon the operating availability of the equipment.
EDPR mitigates this risk by using a mix of suppliers which minimizes technological risk, avoiding exposure to a unique manufacturer.
EDPR also engages suppliers through medium-term full-scope maintenance agreements during the first years of operation to ensure alignment with supplier in minimizing technology risk.
Finally, for older plants, EDPR has created an Operation and Maintenance (O&M) program with an adequate preventive and scheduled maintenance program. EDPR externalizes non-core technical O&M activities of its renewable plants, while primary and value added activities continue to be controlled by EDPR.
IT (Information Technologies) risk may occur in the technical network (information network for plants operation) or in the office network (information network of corporate services: ERP, accounting…)
EDPR mitigates this risk creating redundancy of servers and control centers of renewable plants. Redundancy is created in a different location to anticipate potential natural disasters, etc.
EDPR faces potential claims of third parties and fraud of its employees.
DEDPR aims strict compliance with existing regulation and has zero tolerance to fraud. EDPR revises periodically its compliance with all the regulations that affects its activity (environmental, taxes…)
EDPR identifies two main risk factors regarding personnel: turnover and health and safety.
EDPR mitigates turnover through constant reassessment and benchmarking of remuneration schemes in different geographies. Additionally, EDPR offers flexibility to its employees to improve work life balance. In 2017, EDPR was elected as "Great Place to Work" in Spain.
EDPR aims zero-accidents at work by constantly training in health and safety issues and certifying its facilities according to the OHSAS 18001 standard.
Internal processes are subject to potential human errors that may negatively affect the outcome.
Internal Audit Department regularly reviews internal processes and recommends the establishment of new controls or the improvement in the implementation of existing procedures.
The development and profitability of renewable energy projects are subject to policies and regulatory frameworks. The jurisdictions in which EDPR operates provide different types of incentives supporting energy generated from renewable sources.
Remuneration schemes have become less competitive in some countries due to the financial crisis and it cannot be guaranteed that current support will be maintained in all EDPR's geographies or that future renewable energy projects will benefit from current support measures. Regulation promoting green energy has been revised or is under revision in some of the countries where EDPR is present.
In the US, renewable generation from wind will be incentivized through Production Tax Credits (PTC) at a Federal level for all projects beginning of construction up to 2019. Level of incentives will be progressively fading out. Additionally, wind and solar production is also incentivized through State RPS Programs that allow receiving RECs (Renewable Energy Credit) for each MWh of renewable generation.
EDPR is managing its exposure to regulatory risks through diversification, by being present in several countries and through participation as an active member in several wind and solar associations.
Regulatory Risk in each of EDPR's countries is monitored continuously, considering current regulation, potential drafts of new laws, feedback from associations, evolution of installed renewable generation capacity and other inputs. EDPR has developed an internal quantitative assessment of Regulatory Risk that serves as an indicator for changes in supporting schemes. This measure is updated annually in all EDPR´s geographies.
Regulatory Risk is also considered ex-ante, at the moment of the investment, through sensitivity analyses that are performed to evaluate its impact in project profitability under different scenarios.
Price of equipment is affected, not only by market fluctuations of the materials used, but also by the demand of this equipment.
For every new project, EDPR secures the demand risk by engaging in advance with manufacturers, elected through a competitive process.
The demand for new plants may offset the offer of equipment. Currently, the local component requirement in some geographies (Ex: Brazil) may create this shortfall situation.
EDPR faces limited risk to the availability and price increase of equipment due to existing framework agreements with major global suppliers. The Company uses a large mix of suppliers in order to diversify equipment supply risk.
For geographies with specific requirements of local component, EDPR does not engage in a project before securing the supply of the equipment.
Country Risk is defined as the probability of occurrence of a financial loss in a given country due to macroeconomics, political or natural disasters. EDPR has defined a Country Risk Policy that assesses country risk through an internal scoring based on publicly available data. This internal scoring is compared with external assessments from renowned organizations. Each risk factor affecting country risk is evaluated independently to decide on potential mitigating actions:
Before approving a project in a new geography, EDPR analyses the risk of the new country and compares it to our existing portfolio. Mitigation measures may be decided when this risk is above a certain threshold.
In the renewable business, size can be an advantage or disadvantage in specific situations. For example, in development of renewable plants, small and dynamic companies are usually more competitive than larger companies. On the other hand, when participating in tender processes for offshore wind farms, the size of the investment benefits larger companies.
Additionally, the consequences of a change in the competitive landscape due to mergers and acquisitions may also be a risk.
To mitigate the risks, EDPR has a clear knowledge of its competitive advantages and tries to leverage on them. When EDPR has no advantage versus its competitors, alternatives are considered in order to become competitive. For example, for offshore wind farms, EDPR has partnered with large companies with previous experience in large electricity generation projects, in order to become a more competitive consortium.
Most renewables are relatively recent technologies, which are continuously evolving and improving efficiency. As such, some initially expensive technologies can become competitive in a relatively short time.
EDPR growth focuses in the most competitive renewable technologies at the moment, which are onshore wind, offshore wind and PV solar, but also participates in other innovative projects such as floating offshore wind.
Future estimations of wind and solar production are based on analysis of historical measurements for more than 20 years, and they are considered to be representative of the future. Relevant unexpected meteorological changes could lead to a lower production than the one expected from historical data.
When evaluating a new investment, EDPR considers potential changes in the production forecasted, however, the size of the potential deviation in the case of relevant meteorological changes is uncertain.
Not all projects have the same risk profile. This will depend on merchant exposure of remuneration, construction risk, etc.
In order to take proper business decisions, EDPR uses Risk Adjusted Metrics for investment decisions, which take into consideration the different risks inherent of each project.
Assumptions in future evolution of energy markets affect the profitability of the investments for the period after the fixed remuneration (regulated tariff or PPAs). Structure of electricity markets in most of EDPR geographies (marginal setting price) were not designed to consider a great share of generation from renewable sources with zero marginal price. Thus, the increase in renewable generation could lead to lower pool prices in medium term if reforms of electricity markets are not properly undertaken.
When investing, EDPR performs sensitivity analyses to stress pool price scenarios for the period without fixed remuneration to understand the robustness of the profitability of the investment.
Corporate governance systems should ensure that a company is managed in the interests of its shareholders.
In particular, EDPR has an organization in place with a special focus on transparency, where the management body (Board of Directors) is separated from the supervision and control duties (Audit and Control Committee). Members of the Audit Committee are invited to the General Risk Committee of EDPR.
Companies are exposed to public opinion and today's social networks are a rapid mean to express particular opinions. A bad reputation could eventually harm financial results of a company in the short and in the long term.
Sustainability makes part of the essence of EDPR. EDPR is not only committed in building a better future, but also in doing it well, in an ethical and sustainable manner, consequently limiting reputational risk.
A corporation can manage risks in two different ways, one risk at a time on a largely and compartmentalized basis, or all risks together within a coordinated and strategic framework. The latter approach is called "Enterprise Risk Management" and is the approach used at EDPR.
Risk Management at EDPR is supported by three distinct organizational functions, each one with a different role: Strategy (Risk Profiler), Management (Risk Manager) and Controlling (Risk Controller).
| RISK FUNCTIONS | DESCRIPTION | ||
|---|---|---|---|
| Strategy – General risk strategy & policy | x Global Risk Department provides analytically supported proposals to general strategic issues x Responsible for proposing guidelines and policies for risk management within the company |
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| Management – Risk management & risk business decisions | x Implement defined policies by Global Risk x Responsible for day-to-day operational decisions and for related risk taking and risk mitigating positions |
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| Controlling – Risk control | x Responsible for follow-up of the results of risk taking decisions and for contrasting alignment of operations with general risk policy approved by the board |
The Risk Committee is the forum where the different Risk Functions discuss the policies to be implemented and control the risk exposure of the company. EDPR's Risk Committee integrates and coordinates all Risk Functions and assures the link between corporate's risk appetite and defined strategy and the operations of the company.
EDPR created three distinct meetings of the Risk Committee in order to separate discussions on execution of mitigation strategies from those on the definition of new policies:
With the purpose of not only controlling risks, but also managing them ex-ante, EDPR has created Global Risk policies that are enforceable at a Global Level. These policies are proposed and discussed in the Risk Committee and approved by the Executive Committee.
Compliance with Global Risk policies is verified every month in the Restricted Risk Committee.
EDPR has an Internal Control System over Financial Reporting (SCIRF) updated and monitored in line with international standards of Internal Control.
This system covers the main aspects of the COSO framework: maintaining a control environment for the preparation of qualified financial information, assessment of the risks of financial reporting, existence of control activities to mitigate risks of error, information and communication and evaluation mechanisms.
The SCIRF Manual includes the annual update of the scope that aims to identify companies, areas and processes that must be included in the scope of SCIRF, according to criteria of materiality and risk, including the risk of error or fraud. The risk analysis included in the scoping process for SCIRF, includes both the different types of risk (operational, economic, financial, technological or legal) and the control objectives of financial reporting (existence and occurrence, completeness, measurement, presentation, disclosure and comparability, and rights and obligations in terms of their potential impact on the financial statements).
The results of the updated scope with the methodology outlined are communicated at all levels of the organization involved in the SCIRF and supervised by the Audit and Control Committee.
In documented SCIRF processes and controls, information capture mechanisms are established (including identification of the scope of consolidation) and are specified the steps and checks that are carried out for the preparation of the financial information that will be part of consolidated financial statements.
The procedures for the review and approval of financial information are provided by the areas of Planning and Control, and Administration, Consolidation and Tax. Financial information is supervised in the scope of its competences by the Audit Control Committee, prior to the formulation of the accounts by the Board of Directors.
The SCIRF includes control activities related to these processes, embodied in Entity Level Controls, Process Controls and General Computer Controls. These processes include review and approval activities of the financial information which are described in the processes of elaboration of individual accounts, preparation of consolidated accounts and processing of consolidated financial statements.
EDPR has descriptions of Competency Profiles for the Positions to be carried out in the exercise of the main features of each position that includes a description of the main responsibilities. These include the descriptions of the key positions of those involved in the preparation of financial information. These descriptions include responsibilities in the preparation of financial information and compliance with internal control procedures.
The documentation of processes and associated controls designed include among others, the completion of closure activities by completing monthly closing checklists by entity, setting time limits for the closures, the identification of the relevance of the operations in order to be reviewed at the appropriate level, conducting analytical reviews of financial information, the existence of limitations in systems to prevent erroneous records or access by unauthorized persons, analysis of deviations from the budget, the analysis in Executive Committees of relevant and significant facts that could cause a significant impact on the accounts, or the allocation of responsibilities for calculating amounts to be provisioned for them to be carried out by authorized personnel with the right skills.
In addition to the mentioned processes, major transactional processes resulting from the scope are documented. The description of the activities and controls are designed with the aim of ensuring the registration, evaluation, appropriate presentation and disclosure of transactions in financial reporting.
Control activities of EDPR's SCIRF also include those relating to systems and information technology (Computer General Controls) following an international reference, the COBIT framework (Control Objectives for Information and related Technologies). The importance of this area is that information systems are the tools with which financial information is prepared, and is therefore relevant for transactions conducted with them.
These control activities include those related to access control to applications and systems, segregation of duties, management of corrective and preventive maintenance, new projects implementation, administration and management of the systems, facilities and operations (back-ups, security incidents) and their proper monitoring and planning. These activities are developed taking into account the requirements of control and supervision.
Among the activities of SCIRF's scope update, there is a periodic analysis of the existence of service suppliers that perform relevant activities in relation to the processes of preparing financial information.
The Audit and Control Committee supervises the SCIRF in the scope of the exercise of their activities through the monitoring and supervision of the developed mechanisms for SCIRF's implementation, evolution and evaluation, and the results of the scope analysis and the extent of the situation in terms of coverage. To this extent, the Internal Audit Department assists the Audit and Control Committee.
EDPR has an Internal Audit Department under the Chairman of the Executive Committee. The Audit and Control Committee supervises the Internal Audit Department as establishes the Basic Internal Audit Act.
The main functions of the Internal Audit Department are set out in the Basic Internal Audit Act, which includes, among others, the evaluation of the activities of internal control systems, including the internal control system over financial reporting.
The annual work plans of the Internal Audit Department obtain the opinion of the Audit and Control Committee. The Internal Audit Department reports to the Audit and Control Committee about the status and the performance of the audit works.
Among these activities, Internal Audit supports the Audit and Control Committee in supervising the implementation and maintenance of SCIRF and reports the results of the evaluation, improvement actions identified and their evolution.
The entity has action plans for improvement actions identified in SCIRF's assessment processes, which are accompanied and supervised by the Internal Audit Department, considering their impact on the financial information.
Also in the year 2017, as in previous years, a process of self-certification was made by the heads of the various process owners regarding proper documentation update on SCIRF controls and processes in their area of responsibility and the implementation of controls with corresponding evidence.
Besides the monitoring and evaluation activities described in the preceding paragraph, in case the auditors identified internal control weaknesses in the scope of their financial audit work, they are expected to communicate these circumstances to the Audit and Control Committee, which regularly monitors the results of the audit work.
Additionally, in 2017 the EDPR Group decided to have its SCIRF audited by the external auditor. As a result of its evaluation, the external auditor issued a report with a favorable opinion on the SCIRF of the EDPR Group, according to ISAE 3000 (International Standard on Assurance Engagements 3000).
The implementation of a solid corporate culture of integrity and transparency has always been a priority for EDPR, structuring its supervision and monitoring through a regulatory compliance conduct basis and through the adoption of ethical values and principles; both consolidated as central elements of its business model. In order to lead and manage the necessary measures and initiatives required to this implementation and its functioning, on the Board of Directors held on April 14th, 2016, it was agreed to appoint Emilio García-Conde Noriega as Compliance Officer of EDPR.
During 2017, EDPR launched a project to evaluate the potential corporate criminal liability risks of EDPR in all of its geographies and to assess the compliance structure to be adopted in order to comply the requirements of the applicable criminal regulations. This project is being performed with the support of a specialized advisor.
The Board of Directors held on December 19th, 2017 approved: i) a new Criminal Liability Prevention Models for Spain that should be deployed during 2018; ii) to create a new Compliance Area to provide support to the Compliance Officer in the performance of its duties; and iii) to work in the definition of a criminal risk matrix at an international level including an inventory of the potential risks and its controls for each of EDPR's geographies.
EDPR seeks to provide to shareholders, investors, and stakeholders all the relevant information about the Company and its business environment, on a regular basis. The promotion of transparent, consistent, rigorous, easily accessible, and high̻quality information is of fundamental importance to an accurate perception of the Company's strategy, financial situation, accounts, assets, prospects, risks, and significant events.
EDPR, therefore, looks to provide investors with accurate information that can support them in making informed, clear and concrete investment decisions.
The Investor Relations Department was created to ensure a direct and permanent contact with all market related agents and stakeholders, to guarantee effective communication, equality between shareholders and to prevent imbalances in the information access.
The EDPR Investor Relations Department (IR) is the intermediary between EDPR and its actual and potential shareholders, the financial analysts that follow Company's activity, all investors and other members of the financial community. The main purpose of the department is to guarantee the principle of equality among shareholders, by preventing asymmetries in the access of the information and reducing the gap between market perception and Company's strategy and intrinsic value. The department responsibility comprises developing and implementing EDPR's communication strategy and preserving an appropriate institutional and informative relationship with the financial market, the stock exchange at which EDPR shares trade and the regulatory and supervisory entities (CMVM – Comissão de Mercado de Valores Mobiliários – in Portugal and CNMV – Comisión Nacional del Mercado de Valores – in Spain).
EDPR is clearly aware of the importance of detailed and transparent information, delivered on-time to the market. Consequently, EDPR publishes Company's price sensitive information before the opening or following the closing of the Euronext Lisbon stock exchange through CMVM's information system and, simultaneously, make that same information available on the website investors' section and through the IR department's mailing list. In 2017, EDPR made 34 press releases, including quarterly, semi-annual and annual results presentations and handouts elaborated by the IR Department. In addition, the IR Department also elaborates key data files and interim presentations which are available on the website investors' section.
On each earnings announcement, EDPR promotes a conference call and webcast, at which the Company's management updates the market on EDPR's activities. On each of these events, shareholders, investors and analysts had the opportunity to directly submit their questions and to discuss EDPR's results as well as the Company's outlook and strategy.
EDPR IR Department is coordinated by Rui Antunes and is located at the Company's head offices in Madrid, Spain. The department structure and contacts are as follows:
In 2017, EDPR promoted and participated in several events, namely roadshows, conferences, presentations to investors and analysts, meetings and conference calls. During the year, EDPR management and the IR team attended to 10 broker conferences, held 24 roadshows and reverse roadshows, along with conference calls and meetings, totaling more than 300 interactions with institutional investors across Europe and US.
EDPR IR Department was in permanent contact with capital markets agents, namely financial analysts who evaluate the Company. In 2017, as far as the Company is aware, sell̻side analysts issued more than 107 reports evaluating EDPR's business and performance.
At the end of the 2017, as far as the Company is aware of, there were 25 institutions elaborating research reports and following actively EDPR activity. As of December 31st 2017, the average price target of those analysts was of Euro 7.4 per share with the majority reporting "Buy" and "Neutral" recommendations on EDPR's share: 12 Buys, 12 Neutrals and 1 Sell.
| COMPANY | ANALYST | PRICE TARGET | DATE | RECOMMENDATION |
|---|---|---|---|---|
| AXIA | Maria Almaça | € 8.30 | 24-Aug-16 | Buy |
| Bank of America Merrill Lynch | Pinaki Das | € 7.70 | 1-Mar-17 | Buy |
| BBVA | Daniel Ortea | € 7.80 | 30-Oct-17 | Outperform |
| Berenberg | Lawson Steele | € 4.50 | 7-Feb-17 | Sell |
| BPI | Gonzalo Sanchez Bordoña |
€ 8.00 | 14-Jun-17 | Neutral |
| Bryan, Garnier & Co | Xavier Caroen | € 6.30 | 3-Feb-17 | Neutral |
| Caixa BI | Helena Barbosa | € 7.60 | 9-Jan-17 | Buy |
| Citigroup | Akhil Bhattar | € 6.85 | 31-Oct-17 | Neutral |
| Deutsche Bank | Virginia Sanz de Madrid |
€ 8.20 | 6-Dec-17 | Buy |
| Exane BNP | Manuel Palomo | € 8.00 | 20-Sep-17 | Overweight |
| Fidentiis | Daniel Rodríguez | € 5.78 | 18-Dec-14 | Hold |
| Goldman Sachs | Manuel Losa | € 7.40 | 6-Jul-17 | Neutral |
| Grupo CIMD | António Seladas | € 7.50 | 9-Oct-17 | Neutral |
| Haitong | Jorge Guimarães | € 6.75 | 24-Jul-17 | Neutral |
| HSBC | Pablo Cuadrado | € 7.80 | 6-Nov-17 | Buy |
| JB Capital Markets | José Martins Soares | € 8.00 | 25-Oct-17 | Neutral |
| JP Morgan | Javier Garrido | € 7.80 | 1-Nov-17 | Overweight |
| Kepler Cheuvreaux | Jose Porta | € 7.80 | 24-Aug-17 | Buy |
| Macquarie | Jose Ruiz | € 6.75 | 6-Jul-17 | Neutral |
| Morgan Stanley | Carolina Dores | € 8.10 | 31-Oct-17 | Equalweight |
| Natixis | Philippe Ourpatian | € 6.90 | 1-Mar-17 | Neutral |
| Sabadell | Felipe Echevarría | € 8.20 | 10-Oct-16 | Buy |
| Santander | Bosco Mugiro | € 7.70 | 27-Mar-17 | Buy |
| Société Générale | Jorge Alonso | € 7.40 | 31-Oct-17 | Hold |
| UBS | Hugo Liebaert | € 8.00 | 22-Feb-17 | Buy |
EDPR representative for relations with the market is Rui Antunes, Head of Planning & Control, Investor Relations and Sustainability Department.
During the year, IR Department received more than 400 information requests and interacted more than 230 times with institutional investors. On average, information requests were replied in less than 24 hours, with complex requests being replied within one-week time. As of December 31st 2017 there was no pending information request.
EDPR considers online information a powerful tool in the dissemination of material information, updating its website with all the relevant documents. Apart from all the required information by CMVM and CNMV regulations, EDPR website also carries financial and operational updates of Company's activities ensuring an easy access to the information.
| INFORMATION: | LINK: |
|---|---|
| Company information | www.edprenovaveis.com /en/investors/corporate-governance/company-data |
| www.edprenovaveis.com/en/edpr/our-company/who-we-are | |
| Corporate by-laws and bodies/committees regulations | www.edprenovaveis.com/en/investors/corporate-governance/governing-bodies |
| Members of the corporate bodies | www.edprenovaveis.com/en/board-directors |
| Market relations representative, IR department | www.edprenovaveis.com/en/investors-edpr |
| Means of access | www.edprenovaveis.com/en/general-contacts |
| Financial statements documents | www.edprenovaveis.com/en/investors/investors-information/reports-and-results |
| Corporate events Agenda | www.edprenovaveis.com/en/investors-edpr |
| General Shareholders' Meeting information | www.edprenovaveis.com/en/investors/corporate-governance/general-meetings |
The Nominations and Remunerations Committee is a permanent body belonging to the Board of Directors with an informative and advisory nature. Its recommendations and reports are non-binding.
As such, the Nominations and Remunerations Committee has no executive functions. The main functions of the Nominations and Remunerations Committee are to assist and inform the Board of Directors regarding the nominations (including by co-option), re-elections, dismissals, and the remuneration of the Board Members and its position about the composition of the Board of Directors, as well as the nominations, remuneration, and removal of senior management personnel.
The Nominations and Remunerations Committee is the body responsible for proposing to the Board of Directors the determination of the remuneration of the Executive management of the Company; the Declaration on Remuneration Policy; the evaluation and compliance of the KPI's (Key Performance Indicators); the annual and multi annual variable remuneration, if applicable, and also proposes the remuneration of the Non-Executive Directors and members of the Board Committees.
The Board of Directors is responsible for the approval of the above-mentioned proposals except to the extent it concerns the Declaration on the Remuneration Policy which is approved by the General Shareholders' Meeting.
The Declaration on the Remuneration Policy is submitted by the Board of Directors to the approval of the General Shareholders' Meeting as an independent proposal. According to the Company's Articles of Association the Board of Directors remuneration is subject to a maximum value that can only be modified by a Shareholders agreement.
The Composition of the Nominations and Remunerations Committee is reflected on topic 29 of the report.
The Nominations and Remunerations Committee did not hire any external consultancy services corresponding to 2017.
The Chairman of the Nominations and Remunerations Committee has knowledge and experience regarding Remuneration Policy as member of the Remuneration Committee of a Portuguese listed company as mentioned on his biography available in the Annex of this report, together with the biographies of all other members of the Nominations and Remunerations Committee.
Pursuant to Article 26.1 of the Company's Articles of Association the Directors shall be entitled to a remuneration which consists of (i) a fixed amount to be determined annually by the General Shareholders' Meeting for the whole Board of Directors and of (ii) attendance fees regarding the Board Meetings.
The above-mentioned article also establishes the possibility of the Directors being remunerated with Company shares, share options, or other securities granting the right to obtain shares or by means of share-indexed remuneration systems. In any case, the system chosen must be approved by the General Shareholders' Meeting and comply with current legal provisions.
The total amount of the remunerations that the Company will pay to its Directors under the terms provided in the previous paragraphs shall not exceed the amount determined by the General Shareholders' Meeting. The maximum remuneration approved by the General Shareholders' Meeting for all the members of the Board of Directors was EUR 2,500,000 per year.
Pursuant to Article 26.4 of the Company's Articles of Association, the rights and duties of any kind derived from the condition of Board Member shall be compatible with any other rights and obligations either fixed or variable that could correspond to the Board Members as a consequence of other employment or professional engagements, if any, carried out in the Company. Variable remuneration resulting from said contracts or from any other relationship, including being a Board Member, will be limited to a maximum annual amount to be established by the General Shareholders' Meeting.
The maximum annual remuneration approved by the General Shareholders' Meeting for the variable remuneration for all the executive members of the Board of Directors was EUR 1,000,000 per year.
EDPR, in line with EDP Group corporate governance practices, has signed an Executive Management Services Agreement with EDP, under which the Company bears the cost for such services to some of the members of the Board of Directors to the extent their services are devoted to EDPR.
The Non-Executive Directors only receive a fixed remuneration, which is calculated on the basis of their work exclusively as Directors or with their membership on the Nominations and Remunerations Committee, Related Party Transactions
Committee, and the Audit and Control Committee. Those members who are seated in two different Committees do not accumulate two remunerations. In these cases, the remuneration to be received is the one that corresponds to the highest value.
EDPR has not incorporated any share remuneration or share purchase options plans as components of the remuneration of its Directors.
No Director has entered into any contract with the Company or third parties that have the effect of mitigating the risk inherent in the variability of the remuneration established by the Company.
In EDPR there are not any payments for the dismissal or termination of Director's duties.
The remuneration policy for the Directors of the Company is submitted each year to the General Shareholders' Meeting for approval.
The remuneration policy applicable for 2017-2019, proposed by the Nominations and Remuneration Committee and approved by the General Shareholders' Meeting held on April 6th, 2017 (the "Remuneration Policy"), defines a structure with a fixed remuneration for all members of the Board of Directors, whereas for the members of the Executive Committee defines a fixed and a variable remuneration, with an annual component and a multi-annual component.
EDPR Business Plan for North America platform includes a substantial and strategic investment. On the other hand, EDPR wishes to consolidate its presence in offshore wind on the renewable energy landscape by delivering the projects in which it holds a stake as well as by identifying and developing new opportunities in the same markets or new ones with similar characteristics. Finally, the business environment for next years in Europe and Brazil is becoming very challenging.
Taking into consideration this business perspective and with the aim of reaching a consistency with the market conditions, the Nominations and Remuneration Committee proposed to the Board of Directors 2 (two) new Long Term Incentive Complementary Programs: one for the COO North America and other for the COO Offshore, to its submission to the next General Shareholders' Meeting. Additionally the Nominations and Remunerations Committee may consider studying in 2018 a Long Term Incentive Complementary Plan for COO Europe & Brazil.
On the topic below can be found the KPIs ("Key Performance Indicators") stated in the Remuneration Policy for variable annual and multi-annual variable components.
Variable annual and multi-annual remuneration applies to the members of the Executive Committee.
The variable annual remuneration may range from 0 to 68% of the annual fixed remuneration and the multi-annual remuneration from 0 to 120% of the annual fixed remuneration.
For Executive Committee Members that are also Officers, there will be a qualitative evaluation of the CEO about the annual performance. This evaluation will have a weight of 20% for the final calculation in the annual variable remuneration and of 32% in the multi-annual variable remuneration. The other 80% will be calculated based on the weights indicated in the next paragraph for the annual variable remuneration and 68% for the multi-annual variable.
The key performance indicators (KPIs) used to determine the amounts of the annual and multi-annual variable remuneration regarding to each year of the term are aligned with the strategic grounds of the Company: growth, risk control and efficiency. These are the same for all members of the Executive Committee, although with specific targets for the platforms in the case of COOs NA and EU/BR. For the year 2017 and in order to align the indicators with the company objectives, some minor amendments were applied to some KPIs.
The indicators are as follows:
| KEY PERFORMANCE | CEO/CFO/CDO/COO Offshore | COOs NA EU/BR* | |||||
|---|---|---|---|---|---|---|---|
| INDICATOR | Percentages 2017 |
Group | Platform | Percentages 2017 |
Group | Platform | |
| TSR vs. Wind peers & Psi 20 |
15% | 100% | 0% | 15% | 100% | 0% | |
| Growth | Incremental MW (EBITDA+ENEOP) |
10% | 30% | 70% | 10% | 30% | 70% |
| Self Funding Strategy |
Asset Rotation+ Tax Equity |
10.0% | 100% | 0% | 7,5% | 100% | 0% |
| Risk - Return |
ROIC Cash % EBITDA (in €) Net Profit (excl. Minorities) |
8% 15% 12,5% |
50% 50% 100% |
50% 50% 0% |
8% 12% 12% |
50% 50% 100% |
50% 50% 0% |
| Efficiency | Technical Availabity Opex /Av. EBITDA MW (in €k) Capex /MW (in €k) |
6% 0% 6% |
40% 0% 50% |
60% 0% 50% |
6% 6% 6% |
40% 0% 50% |
60% 100% 50% |
| Additional KPIs |
Sustainability Employee Satisfaction Apreciation of the Remuneration Committee |
7.5% 5% 5% |
100% 100% 100% |
0% 0% 0% |
7.5% 5% 5% |
100% 100% 100% |
0% 0% 0% |
| 100,0% | 100,0% |
*In respect of COO's annual and multiannual KPIs, both are calculated using the Group achievement, that weights 100%.
According to the Remuneration Policy approved by the General Shareholders' Meeting, the maximum variable remuneration (annual and multi-annual) is applicable if all the above mentioned KPI's were achieved and the performance evaluation is equal or above 110%.
As mentioned above, two Long Term Incentive Complementary Programs (LTICP) have been designed and will be proposed to the next General Shareholders Meeting: one for the COO Offshore, and other for the COO North America.
Regarding COO North America, the LTICP for the period 2017 – 2020 is conditioned to the achievement of the strategic business objectives. The target amount is 50% of the COO NA year-end base salary (USD183.444 gross amount) for each of the four years, implying a total target of 734.000\$ for the period 2017-2020.
The LTICP KPIs measures are as follows: 2017-2020 EDPR Gross Installed MWs in North America, 2017-2020 EDPR EBITDA in North America, 2017-2020 EDPR ROIC Cash in North America
The measures will be consistent across the Plan, and will be evaluated only at the end of the Plan Term (i.e., in January 2021 for the four-year total) and payments would be made based on the LTICP % achievement rate and capped at 120% of target. Given the recent appointment of the COO NA, part of the plan can be substituted by the accommodation expenses derived from his move to the US.
In COO Offshore case, the LTICP KPIs measures are based in reaching Final Investment Decision in the projects where EDPR already has subscribed long term PPAs within the time frames established, and also obtaining additional CfD or FiT contracts.
This program will cover the next three years and shall be paid on January 2021. The maximum target amount (TA) to be accrued yearly is 50% of the COO Offshore year-end base salary (EUR 145.000 gross amount) implying a maximum total of EUR 435.000 for the period 2018-2020.
The Remuneration Policy incorporates the deferral for a period of three years of the multi-annual variable remuneration, being the relevant payment conditioned to the lack of any willful illicit action, known after the appraisal and which endangers the sustainable performance of the company, in line with CMVM corporate governance practices.
Given such deferral policy, an amount of €135.000 (gross amount) corresponding to the Multi-Annual remuneration of Rui Teixeira (former EDPR Executive Committee Member) achieved by him on the period 2014-2016 pursuant to the Appointments and Remuneration Committee evaluation issued on February 18th, 2015, and approved on the Board of Directors Meeting held on February 24th, 2015, was due on 2017.
EDPR has not allocated variable remuneration on shares and does not maintain Company shares that the Executive Directors have had access to.
EDPR has not allocated variable remuneration on options.
The key factors and grounds for any annual bonus scheme are described on topics 71 and 72. Additionally, the Officers, with the exception of the CEO, received the following non-monetary benefits: company car and Health Insurance. In 2017, the non-monetary benefits amounted to EUR 128,753
The Non-Executive Directors do not receive any relevant non-monetary benefits as remuneration.
The retirement savings plan for the members of the Executive Committee that are also Officers, acts as an effective retirement supplement with a range between 3% to 6% of their annual salary. The percentage is defined according with the retirement savings plan applicable in their home country. The retirement savings plan has been approved by the General Shareholders' Meeting on April 14th 2016 (the Remuneration Policy included the retirement plan).
The remuneration paid by EDPR to the members of its Board of Directors for the year ended on December 31st 2017 was as follows:
| REMUNERATION | FIXED (€) | TOTAL (€) |
|---|---|---|
| EXECUTIVE DIRECTORS | ||
| João Manso Neto* | 0 | 0 |
| João Paulo Costeira** | 61,804.00 | 61,804.00 |
| Miguel Ángel Prado | 0 | 0 |
| Duarte Bello | 15,451.00 | 15,451.00 |
| Miguel Amaro** | 46,353.00 | 46.353.00 |
| Gabriel Alonso** | 0 | 0 |
| NON-EXECUTIVE DIRECTORS | ||
| António Mexia* | 0 | 0 |
| Nuno Alves* | 0 | 0 |
| João Lopes Raimundo | 60,000.00 | 60,000.00 |
| António Nogueira Leite | 55,000.00 | 55,000.00 |
| João Manuel de Mello Franco | 60,000.00 | 60,000.00 |
| Jorge Henriques dos Santos | 80,000.00 | 80,000.00 |
| Gilles August | 45,000.00 | 45,000.00 |
| Manuel Menéndez Menéndez | 45,000.00 | 45,000.00 |
| Acácio Jaime Liberado Mota Piloto | 55,000.00 | 55,000.00 |
| José A. Ferreira Machado | 60,000.00 | 60,000.00 |
| Francisca Guedes de Oliveira | 55,000.00 | 55,000.00 |
| Allan J.Katz | 45,000.00 | 45,000.00 |
| Francisco Seixas da Costa | 55,000.00 | 55,000.00 |
| Total | 738,608.00 | 738.608.00 |
*António Mexia, João Manso Neto and Nuno Alves do not receive any remuneration from EDPR. EDPR and EDP signed an Executive Management Services Agreement according to which EDPR pays to EDP a fee for the services rendered by these Board Members.
**Gabriel Alonso, Miguel Amaro, Duarte Bello, Miguel Ángel Prado and João Paulo Costeira, as Officers and members of the Executive Committee, and for the relevant period of 2017 corresponding to each of them, received their remuneration as Directors as described on the table above and as other Group companies' employees, as described on the table below.
According to the Executive Management Services Agreement signed with EDP, EDPR is due to pay an amount to EDP, for the services rendered by the Executive Managers and the Non-Executive Managers. The amount due under said Agreement for the management services rendered by EDP in 2017 is EUR 621,070, of which EUR 531,070 refers to the management services rendered by the Executive Members and EUR 90,000 to the management services rendered by the Non-Executive Members. The retirement savings plan for the members of the Executive Committee, excluding the Officers, acts as an effective retirement supplement and corresponds to 5% of their annual salary.
The Non-Executive Directors may opt between a fixed remuneration or attendance fees per meeting, in a value equivalent to the fixed remuneration proposed for a Director, taking into consideration the duties carried out.
The total remuneration of the Officers during the relevant 2017 period corresponding to each of them, ex-CEO, was the following:
| REMUNERATION | PAYER | FIXED | VARIABLE ANNUAL |
VARIABLE MULTI ANNUAL |
TOTAL |
|---|---|---|---|---|---|
| João Paulo Costeira | EDP Energías de Portugal, S.A. Sucursal en España |
€228,196 | € 90,000 | 135,000 | €453,196 |
| Miguel Amaro | EDP Energías de Portugal, S.A. Sucursal en España |
€182,271 | € 87,500 | - | €269,771 |
| Gabriel Alonso | EDPR North America LLP | US\$317,507 | US\$105,000 | 149,418 | US\$571,925 |
| Duarte Bello | EDP Energías de Portugal, S.A. Sucursal en España |
€50,718 | - | - | €50,718 |
| Miguel Ángel Prado | EDPR North America LLP | US\$69,543 | - | - | US\$69,543 |
All the amounts are in EUR, except Gabriel Alonso and Miguel Ángel Prado ones, which are in USD.
In EDPR there is no payment of remuneration in the form of profit sharing and/or bonus payments and the reasons for said bonuses or profit sharing being awarded.
In EDPR there is no compensation paid or owed to former executive Directors concerning contract termination during the financial year.
| MEMBER | POSITION | REMUNERATION (€)* |
|---|---|---|
| Jorge Santos | Chairman | 80,000 |
| João Manuel de Mello Franco | Vocal | 60,000 |
| João Lopes Raimundo | Vocal | 60,000 |
*The Non-Executive Directors receive only a fixed remuneration, which is calculated based on their work exclusively as Directors or with their membership on the Nominations and Remunerations Committee, Related-Party Transactions Committee, and/or the Audit and Control Committee.
In 2017, the remuneration of the Chairman of the General Shareholders' Meeting of EDPR was EUR 15,000.
EDPR has no agreements with remuneration implication.
EDPR does not have any Share-Allocation and/or Stock Option Plans.
In order to supervise the transactions between the Group Companies and its qualified shareholders, the Board of Directors has created the Related-Party Transactions Committee, a permanent body with delegated functions. The Related-Party Transactions Committee duties are described on topic 29 of the Report. The Audit and Control Committee also supervises the transactions with qualified shareholders when requested by the Board of Directors according to Article 8.2, i) of its Regulations. This information is included on the annual report of the Audit and Control Committee. The mechanisms established on both committees' regulations and also the fact that one of the members of the Related-Party Transactions Committee is member of the Audit and Control Committee constitutes a relevant element for an adequate evaluation of the relations established between EDPR and third entities.
During 2017, EDPR has not signed any contracts with the members of its corporate bodies or with holders of qualifying holdings, excluding EDP, as mentioned below.
The contracts signed between EDPR and its related parties have been analyzed by the Related-Party Transactions Committee according to its competences, as mentioned on the previous topic, and have been concluded according to the market conditions.
The total amount of supplies and services in 2017 incurred with or charged by the EDP Group was EUR 18,629,789, corresponding to 5.6% of the total value of Supplies & Services for the year (EUR 326,885,895).
The most significant contracts in force during 2017 are the following:
The framework agreement was signed by EDP and EDPR on May 7th 2008 and came into effect when the latter was admitted to trading. The purpose of the framework agreement is to set out the principles and rules governing the legal and business relations existing when it came into effect and those entered into subsequently.
The framework agreement establishes that neither EDP nor the EDP Group companies other than EDPR and its subsidiaries can engage in activities in the field of renewable energies without the consent of EDPR. EDPR shall have worldwide exclusivity, with the exception of Brazil, where it shall engage its activities through a joint venture with EDP Energias do Brasil S.A., for the development, construction, operation, and maintenance of facilities or activities related to wind, solar, wave and/or tidal power, and other renewable energy generation technologies that may be developed in the future. Nonetheless, the agreement excludes technologies being developed in hydroelectric power, biomass, cogeneration, and waste in Portugal and Spain.
It lays down the obligation to provide EDP with any information that it may request from EDPR to fulfil its legal obligations and prepare the EDP Group's consolidated accounts. The framework agreement shall remain in effect for as long as EDP directly or indirectly owns more than 50% of the share capital of EDPR or appoints more than 50% of its Directors.
On November 4th 2008 EDP and EDPR signed an Executive Management Services Agreement which was last amended in February 2017.
Through this contract, EDP provides management services to EDP Renováveis, including matters related to the day-today running of the Company. Under this agreement EDP appoints three people from EDP to be part of EDPR's Management: (i) one Executive Manager which is member of the EDPR Executive Committee and CEO, and (ii) two Non-Executive Managers, for which EDP Renováveis pays EDP an amount defined by the Related Party Committee, and approved by the Board of Directors and the Shareholders Meeting. Under this contract, EDPR incurred an amount of EUR 621,070.6 for the management services rendered in 2017.
The most significant finance agreements between EDP Group companies and EDPR Group companies were established under the above-described Framework Agreement and currently include the following:
EDPR and EDPR Servicios Financieros SA (as the borrower) have loan agreements with EDP Finance BV and EDP Servicios Financieros España (as the lender), companies 100% owned by EDP Energias de Portugal S.A. Such loan agreements can be established both in EUR and USD, up to 10-year tenor and are remunerated at rates set at an arm's length basis. As of December 31st 2017, such loan agreements totalled USD 1,472,783,052 and EUR 965,870,000.
EDPR Servicios Financieros (EDPR SFE) and EDP Servicios Financieros España (EDP SFE) signed an agreement through which EDP SFE manages EDPR SFE's cash accounts. The agreement also regulates the current account (cc) scheme on arm's length basis. As of December 31st 2017, there are two different current accounts with the following balance and counterparties:
The agreements in place are valid for one year as of date of signing and are automatically renewed for equal periods.
A counter-guarantee agreement was signed, under which EDP or EDP Energias de Portugal S.A., Sucursal en España (hereinafter guarantor or EDP Sucursal) undertakes on behalf of EDPR, EDP Renewables Europe SLU (hereinafter EDPR EU), and EDP Renewables North America LLC (hereinafter EDPR NA) to provide corporate guarantees or request the issue of any guarantees, on the terms and conditions requested by the subsidiaries, which have been approved on a case by case basis by the EDP's Executive Board.
EDPR will be jointly liable for compliance by EDPR EU and EDPR NA. The subsidiaries of EDPR undertake to indemnify the guarantor for any losses or liabilities resulting from the guarantees provided under the agreement and to pay a fee established in arm's length basis. Nonetheless, certain guarantees issued prior to the date of approval of these agreements may have different conditions. As of December 31st 2017, such counter-guarantee agreements totaled EUR 6.401.170 and USD 316.560.000.
The counter-guarantee agreement under which EDP Energias do Brasil, SA or EDPR were undertaking on behalf of EDPR Brasil to provide corporate guarantees or request the issue of any guarantees on the terms and conditions requested by the subsidiaries, is no longer applicable and only the guarantees issued beforehand still in place until their expiring date. As of December 31st 2017, such counter-guarantee agreements totaled BRL 159,586,407.
Due to the net investments in EDPR NA, EDPR Canada, EDPR Brazil, Polish and Romanian companies, EDPR's accounts were exposed to the foreign exchange risk. With the purpose of hedging this foreign exchange risk, EDPR Group companies settled the following Cross Currency Interest Rate Swap (CIRS). As of December 31st 2017, the total amount of CIRS by geography and currency are as following:
EDPR Group companies entered into several hedge agreements with EDP Energias de Portugal S.A., with the purpose of managing the transaction exposure related to the short term or transitory positions in Polish subsidiaries, fixing the exchange rate for PLN/EUR and EUR/PLN in accordance to the prices in the forward market in each contract date. As of December 31st 2017, the total amount of Forwards and Non Delivery Forwards by geography and currency are as following:
EDP and EDPR EU entered into hedge agreements for 2017 for a total volume of 3,686,670 MWh (sell position) and 1,551,275 MWh (buy position) at the forward market price at the time of execution related with the expected sales of energy in the Spanish market.
On June 4th 2008, EDP and EDPR signed a consultancy service agreement. Through this agreement, and upon request by EDPR, EDP (or through EDP Sucursal) shall provide consultancy services in the areas of legal services, internal control systems, financial reporting, taxation, sustainability, regulation and competition, risk management, human resources, information technology, brand and communication, energy planning, accounting and consolidation, corporate marketing, and organizational development.
The price of the agreement is calculated as the cost incurred by EDP plus a margin. For the first year, it was fixed at 8% based on an independent expert on the basis of market research. For 2017 the estimated cost of these services is EUR 5.406.049.4. This was the total cost of services provided for EDPR, EDPR EU, and EDPR NA.
The duration of the agreement is one (1) year tacitly renewable for equal periods.
On May 13th 2008, EDP Inovação S.A. (hereinafter EDP Inovação), an EDP Group Company, and EDPR signed an agreement regulating relations between the two companies regarding projects in the field of renewable energies (hereinafter the R&D Agreement).
The object of the R&D Agreement is to prevent conflicts of interest and foster the exchange of knowledge between companies and the establishment of legal and business relationships. The agreement forbids EDP Group companies other than EDP Inovação to undertake or invest in companies that undertake the renewable energy projects described in the agreement.
The R&D Agreement establishes an exclusive right on the part of EDP Inovação to project and develop new renewable energy technologies that are already in the pilot or economic and/or commercial feasibility study phase, whenever EDPR exercises its option to undertake them.
The fee corresponding to this agreement in 2017 is EUR 694,252.47.
The agreement shall remain in effect for as long as EDP directly or indirectly maintains control of more than 50% of both companies or appoint the majority of the members of the Board and Executive Committee of the parties to the agreement.
On January 1st 2003, EDPR - Promoção e Operação S.A., and EDP Valor – Gestão Integrada de Recursos S.A. (hereinafter EDP Valor), an EDP Group Company, signed a management support service agreement.
The object of the agreement is the provision to EDPR – Promoção e Operação S.A. by EDP Valor of services in the areas of procurement, economic and financial management, fleet management, property management and maintenance, insurance, occupational health and safety, and human resource management and training.
The remuneration accrued by EDP Valor by EDPR Promoção e Operação S.A. and its subsidiaries for the services provided in 2017 totalled EUR 1,041,383.24. The initial duration of the agreement was five (5) years from date of signing on January 1st 2008, and tacitly renewable for equal periods of one (1) year. Either party may renounce the contract with one (1) year's notice.
On January 1st 2010 EDPR and EDP signed an IT management services agreement.
The object of the agreement is to provide to EDPR the information technology services described on the contract and its attachments by EDP.
The amount incurred for the services provided in 2017 totalled EUR 692,471.9.
The initial duration of the agreement is one (1) year from date of signing and it is tacitly renewed for a new period of one (1) year.
Either party may renounce the contract with one (1) month notice.
The object of the agreement is to provide to EDP Renováveis Brasil S.A. (hereinafter EDPR Brasil) the consultancy services described on the contract and its attachments by EDP – Energias do Brasil S.A. (hereinafter EDP Brasil). Through this agreement, and upon request by EDPR Brasil, EDP Brasil shall provide consultancy services in the areas of legal services, internal control systems, financial reporting, taxation, sustainability, regulation and competition, risk management, human resources, information technology, brand and communication, energy planning, accounting and consolidation, corporate marketing, and organizational development.
The amount incurred by EDP Brasil for the services provided in 2017 totalled BRL 202,303.
The initial duration of the agreement is one (1) year from the date of signing and it is tacitly renewed for a new period of one (1) year.
The most significant contracts signed between EDPR and its Qualified Shareholders are analysed by the Related-Party Transactions Committee according to its competences, as mentioned on topic 89 of the report and by the Audit and Control Committee when requested.
According to Article 9.1 g) of the Related-Party Transactions Committee Regulations, the Committee analyses and supervises, according to the necessities of each specific case, the transactions between Qualifying Holdings other than EDP with entities from the EDP Renováveis Group whose annual value is superior to EUR 1,000,000. This information is included on the annual report of the Audit and Control Committee regarding those cases whose previous opinion was requested. The mechanisms established on both committees regulations and also the fact that one of the members of the Related-Party Transactions Committee is a member of the Audit and Control Committee constitutes a relevant element for an adequate evaluation of the relations established between EDPR and third entities.
The information on business dealings with related parties is available on Note 37 of the Financial Statements.
According to article 2 of CMVM Regulation 4/2013, EDPR informs that the present Report has been drafted under the Recommendations of CMVM's Corporate Governance Code published on July 2013. The CMVM Corporate Governance Code and its Regulations are available at CMVM website (www.cmvm.pt).
The following table shows the CMVM recommendations set forth in the code and indicates EDPR's compliance with it and the place in this report in which they are described in more detail.
During 2017 EDPR continued its consolidation task as to the Company's governance principles and practices. The high level of compliance with the best governance practices by EDPR was once again recognized by an initiative of Deloitte, the UK-based financial services firm, which rewards the best investor relations performance among companies listed on Euronext Lisbon: the annual IRG Awards Gala. This awards recognize the year's greatest accomplishments in the Portuguese business and financial markets, based on policies and attitudes of transparency, the quality of the information produced and its investor relations. EDPR once again, has been awarded for the Best Annual Report in the non-financial sector at the Investor Relations & Governance Awards, which took place September 19th in Lisbon, for excellence in accuracy, transparency, thoroughness and clarity.
EDPR has been recognized with several IRG awards and nominations in past years. This is the third consecutive year in which the company has won the award for Best Annual Report in the Non-Financial Sector, and its seventh time overall.
Also in order to comply with the Recommendation II.2.5 of the Portuguese Corporate Governance Code, and according to the results of the reflection made by the Nominations and Remunerations Committee, the governance model that was adopted has been ensuring an effective performance and articulation of EDPR Social Bodies and proved to be adequate to the Company's governance structure without any constraints to the performance of its checks and balances system adopted to justify the changes made in the governance practices of EDPR.
The explanation of CMVM's recommendations that EDPR does not adopt or that the Company deems not applicable, reasoning and other relevant comments as well as reference to the part of the report where the description may be found, are in the table below.
In this context, EDPR states that it has adopted the CMVM recommendations on the governance of listed companies provided in the Portuguese Corporate Governance Code, with the exceptions indicated below.
| #.#. | CMVM RECOMMENDATIONS | |
|---|---|---|
| STATEMENT OF COMPLIANCE | ||
| I. | VOTING AND CORPORATE CONTROL | |
| I.1. Adopted |
Companies shall encourage shareholders to attend and vote at general meetings and shall not set an excessively large number of shares required for the entitlement of one vote, and implement the means necessary to exercise the right to vote by mail and electronically. |
|
| Chapter B – I, b), topic 12 and 13 | ||
| I.2. Adopted |
Companies shall not adopt mechanisms that hinder the passing of resolutions by shareholders, including fixing a quorum for resolutions greater than that provided for by law. |
|
| Chapter B – I, b), topic 14 | ||
| I.3. | Companies shall not establish mechanisms intended to cause mismatching between the right to receive dividends or the subscription of new securities and the voting right of each common share, unless duly justified in terms of long-term |
|
| Adopted | interests of shareholders. | |
| Chapter B – I, b) topic 14 |
| #.#. | CMVM RECOMMENDATIONS |
|---|---|
| STATEMENT OF COMPLIANCE | |
| I.4. Not Applicable |
The Company's articles of association that provide for the restriction of the number of votes that may be held or exercised by a sole shareholder, either individually or in concert with other shareholders, shall also foresee for a resolution by the General Assembly (5 year intervals), on whether that statutory provision is to be amended or prevails – without super quorum requirements as to the one legally in force – and that in said resolution, all votes issued be counted, without applying said restriction. |
| Chapter A – I, topic 5 | |
| I.5. Adopted |
Measures that require payment or assumption of fees by the Company in the event of change of control or change in the composition of the Board and that which appear likely to impair the free transfer of shares and free assessment by shareholders of the performance of Board Members, shall not be adopted. |
| Chapter A – I, Topic 2 and 4 | |
| II. | SUPERVISION, MANAGEMENT AND OVERSIGHT |
| II.1. | SUPERVISION AND MANAGEMENT |
| II.1.1. Adopted |
Within the limits established by law, and except for the small size of the Company, the board of Directors shall delegate the daily management of the Company and said delegated powers shall be identified in the Annual Report on Corporate Governance. |
| Chapter B – II, Topic 21, 28 and 29 | |
| II.1.2. Adopted |
The Board of Directors shall ensure that the Company acts in accordance with its objectives and shall not delegate its responsibilities as regards the following: i) define the strategy and general policies of the Company, ii) define business structure of the group, iii) decisions considered strategic due to the amount, risk and particular characteristics involved. |
| Chapter B- II, Topic 29 | |
| II.1.3. Not Applicable |
The General and Supervisory Board, in addition to its supervisory duties , shall take full responsibility at corporate governance level, whereby through the statutory provision or by equivalent means, shall enshrine the requirement for this body to decide on the strategy and major policies of the Company, the definition of the corporate structure of the group and the decisions that shall be considered strategic due to the amount or risk involved. This body shall also assess compliance with the strategic plan and the implementation of key policies of the Company. |
| (The governance model adopted by EDPR, as it is compatible with its personal law, corresponds to the so-called "Anglo-Saxon" model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility an Audit and Control Committee.) |
|
| II.1.4. | Except for small-sized companies, the Board of Directors and the General and Supervisory Board, depending on the model adopted, shall create the necessary committees in order to: |
| a) Ensure a competent and independent assessment of the performance of the executive Directors and its own overall performance, as well as of other committees; |
|
| Adopted | b) Reflect on the system structure and governance practices adopted, verify its efficiency and propose to the competent bodies, measures to be implemented with a view to their improvement. |
| Chapter B – II, C), Topic 27, 28 and 29 | |
| II.1.5. Adopted |
The Board of Directors or the General and Supervisory Board, depending on the applicable model, should set goals in terms of risk-taking and create systems for their control to ensure that the risks effectively incurred are consistent with those goals. |
| Chapter B – III; C), III – Topic 52, 53, 54 and 55 | |
| II.1.6. Adopted |
The Board of Directors shall include a number of Non-Executive members ensuring effective monitoring, supervision and assessment of the activity of the remaining members of the board. |
| Chapter B – II, Topic 18 and Topic 29 |
| #.#. | CMVM RECOMMENDATIONS |
|---|---|
| STATEMENT OF COMPLIANCE | |
| II.1.7. | Non-Executive members shall include an appropriate number of independent members, taking into account the adopted governance model, the size of the Company, its shareholder structure and the relevant free float. The independence of the members of the General and Supervisory Board and members of the Audit Committee shall be assessed as per the law in force. The other members of the Board of Directors are considered independent if the member is not associated with any specific group of interests in the Company nor is under any circumstance likely to affect an exempt analysis or decision, particularly due to: |
| a. Having been an employee at the Company or at a Company holding a controlling or group relationship within the last three years; |
|
| b. Having, in the past three years, provided services or established commercial relationship with the Company or Company with which it is in a control or group relationship, either directly or as a partner, board member, manager or Director of a legal person; |
|
| c. Being paid by the Company or by a Company with which it is in a control or group relationship besides the remuneration arising from the exercise of the functions of a board member; |
|
| d. Living with a partner or a spouse, relative or any first degree next of kin and up to and including the third degree of collateral affinity of Board Members or natural persons that are direct and indirectly holders of qualifying holdings; e. Being a qualifying shareholder or representative of a qualifying shareholder. |
|
| Adopted | |
| Chapter B – II, Topic 18 | |
| II.1.8. Adopted |
When Board Members that carry out executive duties are requested by other Board Members, said shall provide the information requested, in a timely and appropriate manner to the request. |
| Chapter B – II, C) - Topic 29 | |
| II.1.9. | The Chair of the Executive Board or of the Executive Committee shall submit, as applicable, to the Chair of the Board of Directors, the Chair of the Supervisory Board, the Chair of the Audit Committee, the Chair of the General and Supervisory Board and the Chairperson of the Financial Matters Board, the convening notices and minutes of the relevant meetings. |
| Adopted | |
| Chapter B – II, C) - Topic 29 | |
| II.1.10. Not applicable |
If the chair of the board of Directors carries out executive duties, said body shall appoint, from among its members, an independent member to ensure the coordination of the work of other Non-Executive members and the conditions so that said can make independent and informed decisions or to ensure the existence of an equivalent mechanism for such coordination. |
| (The Chairperson of EDPR's Board of Directors does not have executive duties) Chapter B – II, A) – Topic 18 | |
| II.2 | SUPERVISION |
| II.2.1. Adopted |
Depending on the applicable model, the Chair of the Supervisory Board, the Audit Committee or the Financial Matters Committee shall be independent in accordance with the applicable legal standard, and have the necessary skills to carry out their relevant duties. |
| Chapter B – II – Topic 18; Chapter B – II, C) - Topic 29; and Chapter B – III, A) – Topic 32 | |
| II.2.2. | The supervisory body shall be the main representative of the external auditor and the first recipient of the relevant reports, and is responsible, inter alia, for proposing the relevant remuneration and ensuring that the proper conditions for the provision of services are provided within the Company |
| Adopted | |
| Chapter B – C), Topic 29; and Chapter B – V, Topic 45 | |
| II.2.3. Adopted |
The supervisory board shall assess the external auditor on an annual basis and propose to the competent body its dismissal or termination of the contract as to the provision of their services when there is a valid basis for said dismissal. |
| Chapter B – II, Topic 29; Chapter B – III, C) – Topic 38; and Chapter B – III – V, Topic 45 | |
| II.2.4. Adopted |
The supervisory board shall assess the functioning of the internal control systems and risk management and propose adjustments as may be deemed necessary. |
| Chapter B – II, Topic 29; and Chapter B – III, C) – III | |
| II.2.5. | The Audit Committee, the General and Supervisory Board and the Supervisory Board shall decide on the work plans and resources concerning the internal audit services and services that ensure compliance with the rules applicable to the Company (compliance services), and should be recipients of reports made by these services at least when it concerns matters related to accountability, identification or resolution of conflicts of interest and detection of potential improprieties. |
Chapter B – II, Topic 29
| #.#. | CMVM RECOMMENDATIONS | |
|---|---|---|
| STATEMENT OF COMPLIANCE | ||
| II.3. | REMUNERATION SETTING | |
| II.3.1. | All members of the Remuneration Committee or equivalent should be independent from the Executive Board Members and | |
| Adopted | include at least one member with knowledge and experience in matters of remuneration policy. | |
| Chapter D – II – Topic 29, 67 and 68 | ||
| II.3.2. Adopted |
Any natural or legal person that provides or has provided services in the past three years, to any structure under the Board of Directors, the Board of Directors of the Company itself or who has a current relationship with the Company or consultant of the Company, shall not be hired to assist the Remuneration Committee in the performance of their duties. This recommendation also applies to any natural or legal person that is related by employment contract or provision of services with the above. |
|
| Chapter D – II – Topic 67 | ||
| II.3.3. | A statement on the remuneration policy of the management and supervisory bodies referred to in Article 2 of Law No. 28/2009 of 19 June, shall also contain the following: |
|
| a) Identification and details of the criteria for determining the remuneration paid to the members of the governing bodies; | ||
| b) Information regarding the maximum potential, in individual terms, and the maximum potential, in aggregate form, incurred to members of corporate bodies, and identify the circumstances whereby these maximum amounts may be payable; |
||
| Adopted | c) Information regarding the enforceability or unenforceability of payments for the dismissal or termination of appointment of Board Members. |
|
| Chapter D – III – Topic 69 | ||
| II.3.4. | Approval of plans for the allotment of shares and/or options to acquire shares or based on share price variation to Board | |
| Not Applicable |
Members shall be submitted to the General Meeting. The proposal shall contain all the necessary information in order to correctly assess said plan. |
|
| Chapter V – III, Topic 73 and 85-88 | ||
| II.3.5. | Approval of any retirement benefit scheme established for members of corporate members shall be submitted to the General Meeting. The proposal shall contain all the necessary information in order to correctly assess said system. |
|
| Adopted | ||
| Chapter D – III, Topic 76 | ||
| III. | REMUNERATION | |
| III.1. Adopted |
The remuneration of the executive members of the board shall be based on actual performance and shall discourage taking on excessive risk-taking. |
|
| Chapter D – III, Topic 69, 70, 71 and 72 | ||
| III.2. | The remuneration of Non-Executive Board Members and the remuneration of the members of the supervisory board shall not include any component whose value depends on the performance of the Company or of its value. |
|
| Adopted | ||
| Chapter D – III, Topic 69; and Chapter D – IV, Topic 77 | ||
| III.3. Adopted |
The variable component of remuneration shall be reasonable overall in relation to the fixed component of the remuneration and maximum limits should be set for all components. |
|
| Chapter D – III, Topic 71 and 72 | ||
| III.4. Adopted |
A significant part of the variable remuneration should be deferred for a period not less than three years, and the right of way payment shall depend on the continued positive performance of the Company during that period. |
|
| Chapter D – III, Topic 72 | ||
| III.5. Adopted |
Members of the Board of Directors shall not enter into contracts with the Company or with third parties which intend to mitigate the risk inherent to remuneration variability set by the Company. |
|
| Chapter D – III, Topic 69 | ||
| STATEMENT OF COMPLIANCE | |
|---|---|
| III.6. | Executive Board Members shall maintain the Company's shares that were allotted by virtue of variable remuneration |
| Not Applicable |
schemes, up to twice the value of the total annual remuneration, except for those that need to be sold for paying taxes on the gains of said shares, until the end of their mandate. |
| Chapter D – III, Topic 73 | |
| III.7. Not |
When the variable remuneration includes the allocation of options, the beginning of the exercise period shall be deferred for a period not less than three years. |
| Applicable | |
| Chapter D – III, Topic 74 | |
| III.8. | When the removal of board member is not due to serious breach of their duties nor to their unfitness for the normal exercise of their functions but is yet due on inadequate performance, the Company shall be endowed with the adequate and necessary legal instruments so that any damages or compensation, beyond that which is legally due, is unenforceable. |
| Adopted | |
| Chapter D – III, Topic 69 and 72 | |
| IV. | AUDITING |
| IV.1. Adopted |
The external auditor shall, within the scope of its duties, verify the implementation of remuneration policies and systems of the corporate bodies as well as the efficiency and effectiveness of the internal control mechanisms and report any shortcomings to the supervisory body of the Company. |
| Chapter B – III – V, Topic 45 | |
| IV.2. | The Company or any entity with which it maintains a control relationship shall not engage the external auditor or any entity with which it finds itself in a group relationship or that incorporates the same network, for services other than audit services. If there are reasons for hiring such services - which must be approved by the supervisory board and explained in its Annual Report on Corporate Governance - said should not exceed more than 30% of the total value of services rendered |
| Adopted | to the Company. |
| Chapter B – III – V, Topics 37 and 46 | |
| IV.3. Adopted |
Companies shall support auditor rotation after two or three terms whether four or three years, respectively. Its continuance beyond this period must be based on a specific opinion of the supervisory board that explicitly considers the conditions of auditor's independence and the benefits and costs of its replacement. |
| Chapter B – III – V, Topic 44 | |
| V. | CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS |
| V.1. | The Company's business with holders of qualifying holdings or entities, with which they are in any type of relationship pursuant to article 20 of the Portuguese Securities Code, shall be conducted during normal market conditions. |
| Adopted | |
| Chapter B – C), Topic 90 | |
| V.2. | The supervisory or oversight board shall establish procedures and criteria that are required to define the relevant level of significance of business with holders of qualifying holdings - or entities with which they are in any of the relationships described in article 20/1 of the Portuguese Securities Code – thus significant relevant business is dependent upon prior opinion of that body. |
| Adopted | |
| Chapter B – C), Topic 89 and 91 | |
| VI. | INFORMATION |
| VI.1. Adopted |
Companies shall provide, via their websites in both the Portuguese and English languages, access to information on their progress as regards the economic, financial and governance state of play. |
| Chapter B – C) – V, Topics 59-65 | |
| VI.2. Adopted |
Companies shall ensure the existence of an investor support and market liaison office, which responds to requests from investors in a timely fashion and a record of the submitted requests and their processing, shall be kept. |
| Chapter B – C) – IV, Topic 56 |
ANTÓNIO MEXIA

x General Manager and Member of the Board of EDP Produção
x Degree in Economics from Instituto Superior de Economia

x (none)
x Executive Board Member for Natural Gas Distribution and Marketing (Portugal and Spain)
x Degree in Electrical Engineering by the Faculdade Engenharia da Universidade do Porto


x None
x Financial Analyst at Schroder Salomon Smith Barney in London and Lisbon
x Business and Administration from Faculdade de Economia da Universidade Nova de Lisboa

x (none)
x Manager at Arthur Andersen Corporate Finance department
x Phd in Business and Management by the University of Oviedo and Bradford (UK)

x Executive Board Member of Millennium BCP Investimento, responsible for BCP Group Treasury and Capital Markets
x Degree in Naval Architecture and Marine Engineering

x Vice-Chairman and CEO of Millennium BCP Bank NA (USA)
x BSc in Business Administration from Universidade Católica Portuguesa

x Vice-Chairman of José de Mello Imobiliária SGPS SA
x BSc in Mechanical Engineering from Instituto Superior Técnico de Lisboa


x Coordinator of the committee for the elaboration of the Strategic Programme of Economic and Social Development for the Peninsula of Setúbal
x Degree in Economics from Instituto Superior de Economia e Gestão

x University Professor in the Department of Business Administration and Accounting at the University of Oviedo
x BSc in Economics and Business Administration from the University of Oviedo

x Lawyer and founder of August Debouzy Law Firm
x Knight of thé Légion d'Honneur and Officer in thé Ordre National du Mérite
x Master in Laws from Georgetown University Law Center in Washington DC (1986)

x Head of Treasury and Capital Markets of BCP Banco de Investimento
x Law degree by the Law School of Lisbon University

x Member of the Economic and Financial Committee of the European Union
x Degree, Universidade Católica Portuguesa, 1983

x Vice Rector NOVA University Lisbon
x Consultant at GANEC
x Degree in Economics by Universidade Técnica de Lisboa

x Ambassador of the United States of America to the Republic of Portugal
x City of Tallahassee Commissioner
x BA from UMKC in 1969

x Researcher at the National Statistics Institute
x PHD in Economics at Nova School of Business and Economics

x Degree in Political and Social Sciences, Lisbon University


EMILIO GARCÍAͲCONDE NORIEGA
x (none)
x Law Degree from the University of Oviedo


<-- PDF CHUNK SEPARATOR -->

KPMG Auditores, S.L. Ventura Rodríguez, 2 33004 Oviedo
To the Shareholders of EDP Renovaveis, S.A.
Further to your request, and in accordance with our engagement letter dated 4th September 2017, we have examined the System of Internal Control over Financial Reporting of EDP Renováveis, S.A. (the Parent) and subsidiaries (the Group).This system is based on the criteria established in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Board of Directors of the Company and Senior Management of the Group are responsible for adopting appropriate measures to reasonably ensure the implementation, maintenance and oversight of an adequate system of internal control over financial reporting, evaluating its effectiveness and developing improvements to that system, and defining the content of and preparing the accompanying information concerning the System of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the effectiveness of the Group's System of Internal Control over Financial Reporting based on our examination.
An entity's internal control over financial reporting is designed to provide reasonable assurance that its annual financial reporting complies with the applicable financial reporting framework. It includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and assets of the Group; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Group's consolidated annual accounts in accordance with the applicable financial reporting framework; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposal of the Group's assets that could have a material effect on the consolidated annual accounts. In this respect it should be borne in mind that, irrespective of the quality of the design and operation of the internal control system adopted in relation to annual financial reporting, the system may only provide reasonable, but not absolute assurance in relation to the objectives pursued, due to the limitations inherent in any internal control system.
KPMG Auditores S L a limited liability Spanish company and a member firm of the KPMG network of independent mber firm affiliated with KPMG International Cooperative ("KPMG International ) a Swiss entity
Sec 8 H M -188 007, Inscrip 9 NIF B-78510153

We conducted our examination in accordance with ISAE 3000 (International Standard on Assurance Engagements 3000: Assurance Engagements other than Audits or Reviews of Historical Financial Information), issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC) for the issue of reasonable assurance reports. This standard requires that we plan and perform our work to obtain reasonable assurance about whether the Group maintains, in all material respects, effective internal control over financial reporting. Our work included obtaining an understanding of the Group's System of Internal Control over Financial Reporting, testing and evaluating the design and operating effectiveness of that system, and performing such other procedures as were considered necessary in the circumstances. We consider that our examination provides a reasonable basis for our opinion.
We apply International Standard on Quality Control 1 and accordingly maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.
Due to the limitations inherent in any internal control system, there is always a possibility that the System of Internal Control over Financial Reporting may not prevent or detect misstatements or irregularities that may arise as a result of errors of judgement, human error, fraud or misconduct. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting at 31 December 2017, in accordance with the criteria established in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.
Our examination did not constitute an audit of accounts and is not subject to the legislation regulating the audit of accounts in Spain. As such, in this report we do not express an audit opinion on the accounts under the terms provided in the abovementioned legislation. However, on 27 February 2018 we issued our unqualified audit report on the consolidated annual accounts of the Group for 2017, in accordance with the legislation regulating the audit of accounts in Spain.
KPMG Auditores, S.L.
Estíbaliz Bilbao
27 February 2018

Report from Management concerning responsibility for
the System of Internal Control over Financial Reporting
The board of directors and management are responsible for establishing and maintaining an adequate System of Internal Control over Financial Reporting (SCIRF).
The SCIRF of EDP Renováveis Group is a set of processes designed to provide reasonable assurance as to the reliability of the financial information and the preparation of the consolidated annual accounts for external purposes, in accordance with the applicable financial information reporting framework.
Due to the limitations inherent to all internal control systems, it is possible that the system of internal control over financial reporting does not prevent or detect all errors that could occur and may only provide reasonable assurance with respect to the presentation and preparation of the consolidated annual accounts. Furthermore, extrapolating the effectiveness assessment to future years entails a risk that controls may cease to be adequate due to changing conditions or erosion in the level of compliance with policies and procedures.
Management has assessed the effectiveness of the SCIRF at 31st December 2017 based on the criteria established in the Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
As a result of this assessment, and based on the aforementioned criteria, management concludes that at 31st December 2017 EDP Renováveis Group had an effective system of internal control over financial reporting.
The SCIRF of EDP Renováveis Group at 31st December 2017 has been audited by the independent auditors KPMG Auditores, S.L., as indicated in their report included in the Annual Corporate Governance Report.
Chief Executive Officer
Board Member
27 February 2018

Members of the Board of Directors of the Company EDP Renováveis, S.A.
To the extent of our knowledge, the information referred to in sub-paragraph a) of paragraph 1 of Article 245 of Decree-Law no. 357-A/2007 of October 31* and other documents relating to the submission of accounts required by current regulations have been prepared in accordance with applicable accounting standards, reflecting a true and fair view of the assets, liabilities, financial position and results of EDP Renováveis, S.A. and the companies included in its scope of consolidation and the management report fairly presents the evolution of business performance and position of EDP Renováveis, S.A. and the companies included in its scope of consolidation, containing a description of the principal risks and uncertainties that they face.
Lisbon, February 26th, 2018.
Francisco Seixas da Costa
João Manuel Manso Neto António Luís Guerra Nunes Mexia Duarte Melo de Castro Belo João Paulo Nogueira da Sousa Costeira Nuno Maria Pestana de Almeida Alves Miguel Ángel Prado Balboa António do Pranto Nogueira Leite Acário Jaime Liberado Mota Piloto João José Belard da Fonseca Lopes Raimundo João Manuel de Mello Franco José António Ferreira Machado Jorge Manuel Azevedo Henriques dos Santos Manuel Menéndez Menéndez Gilles August Francisca Guedes de Oliveira Allan J. Katz

Annual Accounts 31 December 2017
Directors' Report 2017
(With Independent Auditor's Report Thereon)

KPMG Auditores, S.L. Ventura Rodríguez, 2 33004 Oviedo
To the shareholders of EDP Renováveis, S.A.:
We have audited the annual accounts of EDP Renováveis, S.A. (the "Company"), which comprise the balance sheet at 31 December 2017, the income statement of changes in equily and statement of cash flows for the year then ended, and notes.
In our opinion, the accompanying annual accounts give a true and fair view, in all material respects, of the equity and financial position of the Company at 31 December 2017, and of its financial performance and its cash flows for the year then ended in accordance with the applicable financial reporting framework (specified in note 2 to the accompanying annual accounts) and, in particular, with the accounting principles and criteria set forth therein.
We conducted our audit in accordance with prevailing legislation regulating the audit of accounts in Spain. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Annual Accounts section of our report.
We are independent of the Company in accordance with the ethical requirements, including those regarding independence, that are relevant to our audit of the annual accounts in Spain pursuant to the legislation regulating the audit of accounts. We have not provided any non-audit services, nor have any situations or circumstances arisen which, under the aforementioned regulations, have affected the required independence such that this has been compromised.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KPMG Auditores S L., a limited liability Spanish company and a member firm of the KPMG network of independent member firms affiliated with KPMG international Cooperative ("KPMG International"), a Swiss entity
Paseo de la Castellana, 259C 28046 Madrid

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Valuation of equity investments in Group companies (Euros 7,007,831 thousand) See note 8 to the annual accounts |
|
|---|---|
| Key Audit Matter | How the Matter was Addressed in Our Audit |
| As indicated in note 8 to the annual accounts, the Company is the head of an international group of companies in which it holds investments in equity instruments amounting to Euros 7,007,831 thousand. As required by the applicable financial reporting framework, each year the Company assesses whether there are indications of impairment of these investments, and if this is the case, calculates the recoverable amount of these investments. The recoverable amount of the equity investments has been determined by the Company using valuation techniques which require judgement by the Directors and the use of assumptions and estimates, such as discount rates, inflation rates, country risk rates, exchange rates and energy prices in each of the countries where it operates. Due to the significance of the equity investments and the uncertainties associated with these estimates, this has been considered a key audit matter. |
Our audit procedures included, inter alia, an assessment of the relevant controls related to the preparation of the valuations of the recoverable amount of the investments in equity instruments. for Understanding of of a the process determinating the existence of impairment and its calculation. Testing of the design and implementation of the key controls in the equity instrument valuation process. Our substantive procedures on the recoverable amount of the equity instruments mainly consisted of: With the assistance of our valuation specialists, we have assessed the reasonableness of the key assumptions and comparing the used, methodology information considered in the model with economic and tinancial sector, the information available through external sources and with the Group's historical data. Verification of whether the assumptions on the growth of cash flows are consistent with the plans approved by the Executive Committee and/or Board. addition, we assessed whether the In disclosures in the annual accounts meet the the financial reporting requirements of framework applicable to the Group. |


| Furthermore, we have evaluated whether the |
|---|
| information disclosed in the notes to the |
| consolidated annual accounts is appropriate, in |
| accordance with the criteria set out in the |
| applicable financial reporting framework. |
Other information solely comprises the 2017 Directors' Report, the preparation of which is the responsibility of the Company's Directors and which does not form an integral part of the annual accounts.
Our audit opinion on the annual accounts does not encompass the directors' report. Our responsibility for the directors' report, in accordance with the requirements of prevailing legislation regulating the audit of accounts, consists of assessing and reporting on the consistency of the directors' report with the annual accounts, based on knowledge of the entity obtained during the audit of the aforementioned accounts and without including any information other than that obtained as evidence during the audit. It is also our responsibility to assess and report on whether the content and presentation of the directors' report are in accordance with applicable legislation. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report them.
Based on the work carried out, as described in the preceding paragraph, the information contained in the directors' report is consistent with that disclosed in the annual accounts for 2017 and the content and presentation of the report are in accordance with applicable legislation.
The Directors are responsible for the preparation of the accompanying annual accounts in such a way that they give a true and fair view of the equity, financial position and financial performance of the Company in accordance with the financial reporting framework applicable to the entity in Spain, and for such internal control as they determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The audit committee is responsible for overseeing the preparation and presentation of the annual accounts.

Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing legislation regulating the audit of accounts in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of the annual accounts.
As part of an audit in accordance with prevailing legislation regulating the audit of accounts in Spain, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
We communicate with the audit committee of EDP Renováveis, S.A., among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the audit committee of the entity with a statement that we have complied with the applicable ethical requirements, including those regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated to the audit committee of the entity, we determine those that were of most significance in the audit of the annual accounts of the current period and which are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
KPMG Auditores, S.L. On the Spanish Official Register of Auditors ("ROAC") with No. S0702
Estíbaliz Bilbao Belda On the Spanish Official Register of Auditors ("ROAC") with No. 16.109
27 February 2018
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| Statement of Financial Position | 7 |
|---|---|
| Income statement | 8 |
| Statements of changes in equity | 9 |
| Statement of cash flows | 10 |
| Notes to the annual accounts | 11 |



(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
| THOUSAND EUROS | NOTE | 2017 | 2016 |
|---|---|---|---|
| Assets | |||
| Intangible assets | 5 | 1,170 | 499 |
| Property, plant and equipment | 6 | 525 | 655 |
| Non-current investments in Group companies and associates: | 7,014,045 | 7,207,378 | |
| Equity instruments | 8 | 7,007,831 | 7,207,378 |
| Derivatives | 11 | 6,214 | - |
| Non-current investments | 9 | 327 | 394 |
| Deferred tax assets TOTAL NON-CURRENT ASSETS |
19 | 23,208 7,039,275 |
23,226 7,232,152 |
| Trade and other receivables: | 9 | 59,471 | 52,986 |
| Trade receivables from Group companies and associates – current | 26,127 | 24,126 | |
| Other receivables | 33,340 | 28,859 | |
| Personnel | 3 | 1 | |
| Public entities, other | 1 | - | |
| Current investments in Group companies and associates: | 10.a | 1,561 | 10,143 |
| Loans to companies | 9 | 15 | 15 |
| Derivatives | 11 | 1,546 | 10,036 |
| Other investments | - | 92 | |
| Prepayments for current assets | 101 | 117 | |
| Cash and cash equivalents | 12 | 9,606 | 225,453 |
| Cash | 9,606 | 225,453 | |
| TOTAL CURRENT ASSETS | 70,739 | 288,699 | |
| TOTAL ASSETS | 7,110,014 | 7,520,851 | |
| Equity | |||
| Capital and reserves: | |||
| Share capital | 13.a | 4,361,541 | 4,361,541 |
| Share premium | 1,228,451 | 1,228,451 | |
| Reserves | 390,634 | 415,234 | |
| Profit/(loss) for the year | 113,383 | 19,015 | |
| Grants, donations and bequests received | 14 | - | 831 |
| TOTAL EQUITY | 6,094,009 | 6,025,072 | |
| Liabilities | |||
| Non-current provisions: | 1,202 | 788 | |
| Long-term employee benefits | 15 | 1,202 | 788 |
| Non-current payables: | 78,297 | 707,408 | |
| Derivatives arranged with Group companies | 11 | 78,297 | 707,408 |
| Non-current loans with Group companies and associates | 17.a | 367,526 | 424,441 |
| Deferred tax liabilities | 19 | 43,845 | 36,831 |
| TOTAL NON-CURRENT LIABILITIES | 490,870 | 1,169,468 | |
| Current payables: | 280,364 | 161,863 | |
| Derivatives arranged with Group companies | 11 | 280,364 | 161,863 |
| Current loans with Group companies and associates | 17.a | 227,780 | 146,563 |
| Trade and other payables: | 16,991 | 17,885 | |
| Suppliers, Group companies and associates - current | 17.c | 4,304 | 10,414 |
| Other payables | 17.c | 8,438 | 2,994 |
| Personnel (salaries payable) | 17.c | 3,806 | 4,073 |
| Public entities, other | 19 | 443 | 404 |
| TOTAL CURRENT LIABILITIES | 525,135 | 326,311 | |
| TOTAL EQUITY AND LIABILITIES | 7,110,014 | 7,520,851 |
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
| THOUSAND EUROS | NOTE | 2017 | 2016 |
|---|---|---|---|
| Continuing operations | |||
| Revenues | 21.a | 213,361 | 110,451 |
| Self-constructed assets | 4 | - | |
| Other operating income: | 322 | 752 | |
| Non-trading and other operating income | 322 | 390 | |
| Operating grants taken to income | 14 | - | 362 |
| Personnel costs: | -15,994 | -16,288 | |
| Salaries, wages and similar compensation | -13,069 | -13,617 | |
| Employee benefit expense | 22.c | -2,925 | -2,671 |
| Other operating expenses | -19,520 | -17,496 | |
| External services | 22.d | -18,808 | -16,745 |
| Tax | -8 | -421 | |
| Other general expenses | -704 | -330 | |
| Amortisation and depreciation | 5 and 6 | -441 | -673 |
| Results from operating activities | 177,732 | 76,746 | |
| Finance income: | 9 | 707 | 3,770 |
| From marketable securities and other financial instruments: | 707 | 3,770 | |
| Group companies and associates | 705 | 3,768 | |
| Other | 2 | 2 | |
| Finance cost: | 16 | -90,443 | -78,273 |
| Group companies and associates | -90,428 | -77,044 | |
| Other | -15 | -1,229 | |
| Exchange gains and losses | 10.d and 17.f | -988 | -15,460 |
| Impairment and gains/(losses) on disposal of financial instruments | 8 and 21.b | 395 | 19,790 |
| Net finance cost/income | -90,329 | -70,173 | |
| Profit/(loss) before tax | 87,403 | 6,573 | |
| Income tax | 19 | 25,980 | 12,442 |
| Profit from continuing operations | 113,383 | 19,015 | |
| PROFIT/(LOSS) FOR THE YEAR | 113,383 | 19,015 |
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
| THOUSAND EUROS | NOTE | 2017 | 2016 |
|---|---|---|---|
| Net profit for the year | 113,383 | 19,015 | |
| Total income and expense recognised directly in equity | 14 | -1,102 | 1,102 |
| Grants, donations and bequests | -1,470 | 1,470 | |
| Tax effect | 368 | -368 | |
| Total amounts transferred to the income statement | 14 | 271 | -271 |
| Grants, donations and bequests | 362 | -362 | |
| Tax effect | -91 | 91 | |
| TOTAL RECOGNISED INCOME AND EXPENSE | 112,552 | 19,846 |
| THOUSAND EUROS | 2017 | ||||||
|---|---|---|---|---|---|---|---|
| ENTITY | SHARE CAPITAL |
SHARE PREMIUM |
RESERVES | CAPITAL INCREASE COSTS |
PROFIT/(LOSS ) FOR THE YEAR |
GRANTS, DONATIONS AND BEQUESTS RECEIVED |
TOTAL |
| Balance at 31 December 2016 |
4,361,541 | 1,228,451 | 449,804 | -34,570 | 19,015 | 831 | 6,025,072 |
| Comprehensive income Distribution of profit (note 3): |
- | - | - | - | 113,383 | -831 | 112,552 |
| Reserves | - | - | 1,902 | - | -1,902 | - | - |
| Dividends | - | - | -26,502 | - | -17,113 | - | -43,615 |
| BALANCE AT 31 DECEMBER 2017 |
4,361,541 | 1,228,451 | 425,204 | -34,570 | 113,383 | - | 6,094,009 |
| THOUSAND EUROS | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| ENTITY | SHARE CAPITAL |
SHARE PREMIUM |
RESERVES | CAPITAL INCREASE COSTS |
PROFIT/(LOSS) FOR THE YEAR |
GRANTS, DONATIONS AND BEQUESTS RECEIVED |
TOTAL |
| Balance at 31 December 2015 |
4,361,541 | 1,228,451 | 461,822 | -34,570 | 31,597 | - | 6,048,841 |
| Recognised income and expense Distribution of profit (note 3): |
- | - | - | - | 19,015 | 831 | 19,846 |
| Reserves | - | - | 3,160 | - | -3,160 | - | - |
| Dividends | - | - | -15,178 | - | -28,437 | - | -43,615 |
| BALANCE AT 31 DECEMBER 2016 |
4,361,541 | 1,228,451 | 449,804 | -34,570 | 19,015 | 831 | 6,025,072 |
| THOUSAND EUROS | NOTE | 2017 | 2016 |
|---|---|---|---|
| Cash flows from operating activities: | |||
| Profit/(loss) for the year before tax | 87,403 | 6,573 | |
| Adjusted profit/(loss): | 91,546 | 70,702 | |
| Amortisation and depreciation (+) | 5 and 6 | 441 | 673 |
| Change in provisions (+/-) | 15 | 414 | 218 |
| Attribution of grants (-) | 14 | 362 | -362 |
| Finance income (-) | -707 | -3,770 | |
| Finance cost (+) | 90,443 | 78,273 | |
| Exchange differences (+/-) | 10.d and 16.f | 988 | 15,460 |
| Impairment and proceeds from disposal of financial instruments (+/-) | 8 and 11 | -395 | -19,790 |
| Changes in operating assets and liabilities: | -6,112 | -3.423 | |
| Trade and other receivables (+/-) | -3,775 | -1,020 | |
| Other current assets | 16 | -39 | |
| Trade and other payables (+/-) | -2,353 | -2,364 | |
| Other cash flows from operating activities: | -144,219 | -125,150 | |
| Interest paid (-) | -92,253 | -77,926 | |
| Interest received (+) | 2,770 | 3,176 | |
| Derivative financial instruments received (paid) (+/-) | -83,339 | -55,836 | |
| Income tax received (paid) (+/-) | 19 | 28,603 | 5,436 |
| Cash flows from operating activities | 28,618 | -51,298 | |
| Cash flows from investing activities: | |||
| Payments for investments: (-) | -673,240 | -670,121 | |
| Group companies and associates | -672,647 | -670,044 | |
| Intangible assets | -543 | -62 | |
| Property, plant and equipment | -50 | -15 | |
| Proceeds from sale of investments: (+) | 382,942 | 809,094 | |
| Group companies and associates | 382,875 | 809,076 | |
| Other financial assets | 67 | 18 | |
| Cash flows from investing activities | -290,298 | 138,973 | |
| Cash flows from financing activities: | |||
| Payments made and received for financial liability instruments | 77,111 | 90,847 | |
| Debt issues, Group companies (+) | 79,649 | 118,715 | |
| Redemption and repayment of payables to Group companies (-) | -2,538 | -27,868 | |
| Dividends and interest on other equity instruments paid: | -43,615 | -42,145 | |
| Dividends (-) | -43,615 | -43,615 | |
| Grants, donations and bequests received (+) | - | 1,470 | |
| Cash flows from financing activities | 33,496 | 48,702 | |
| Effect of exchange rate fluctuations | 12,337 | -11,355 | |
| Net increase/decrease in cash and cash equivalents | -215,847 | 125,022 | |
| Cash and cash equivalents at beginning of year | 12 | 225,453 | 100,431 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 12 | 9,606 | 225,453 |

| 01. Nature and activities of the company | 6 |
|---|---|
| 02. Basis of presentation | 6 |
| 03. Distribution of profit | 7 |
| 04. Significant accounting policies | 8 |
| 05. Intangible assets | 13 |
| 06. Property, plant and equipment | 14 |
| 07. Risk management policy | 14 |
| 08. Investments in equity instruments of Group companies | 15 |
| 09. Financial assets by category | 18 |
| 10. Investments and trade receivables | 19 |
| 11. Derivative financial instruments | 20 |
| 12. Cash and cash equivalents | 21 |
| 13. Capital and reserves | 21 |
| 14. Grants, donations and bequests | 22 |
| 15. Provisions | 22 |
| 16. Financial liabilities by category | 22 |
| 17. Payables and trade payables | 23 |
| 18. Late payments to suppliers | 25 |
| 19. Tax situation | 25 |
| 20. Environmental information | 27 |
| 21. Related party balances and transactions | 28 |
| 22. Income and expense | 30 |
| 23. Employee information | 31 |
| 24. Audit fees | 32 |
| 25. Commitments | 32 |
| 26. Events after the reporting period | 32 |
| Appendix 1 | 33 |
EDP Renováveis, S.A. (hereinafter, "the Company") was incorporated by public deed under Spanish law on 4 December 2007 for an indefinite period of time and commenced operations on the same date. Its registered office is at Plaza de la Gesta, 2, Oviedo.
On 18 March 2008, the shareholders agreed to change the corporate status of the Company from EDP Renováveis, S.L. to EDP Renováveis, S.A.
According to the Company's articles of association, the statutory activity of EDP Renováveis, S.A. comprises activities related to the electricity sector, specifically the planning, construction, maintenance and management of electricity production facilities, in particular those eligible for the special regime for electricity generation. The Company promotes and develops projects relating to energy resources and electricity production activities as well as managing and administering other companies' equity securities.
The Company can engage in its statutory activities directly or indirectly through ownership of shares or investments in companies or entities with identical or similar statutory activities.
On 28 January 2008, EDP-Energías de Portugal, S.A. informed the market and the general public that its directors had decided to launch a public share offering in EDP Renováveis, S.L. The Company completed its initial flotation in June 2008, with 22.5% of its shares quoted on the Lisbon stock exchange.
During 2017, EDP - Energías de Portugal, S.A. has carried out a buyback process to buy back quoted shares. After this process was completed, only 17.44% of the Company's shares remain quoted on the Lisbon Stock Exchange.
As explained in note 8, the Company holds investments in subsidiaries. Consequently, in accordance with prevailing legislation, the Company is the parent of a group of companies. In accordance with generally accepted accounting principles in Spain, consolidated annual accounts must be prepared to give a true and fair view of the financial position of the Group, the results of operations and changes in its equity and cash flows. Details of investments in Group companies are provided in Appendix I.
The operating activity of the Group headed by the Company is carried out in Europe, the USA and Brazil through three subgroups headed by EDP Renewables Europe, S.L.U. (EDPR EU) in Europe, EDP Renewables North America, LLC (EDPR NA) in the USA and EDP Renováveis Brasil in Brazil. In addition, in 2010 the Group incorporated the subsidiary EDP Renewables Canada, Ltd. to provide a base for carrying out projects in Canada.
The Company belongs to the EDP Group, of which the parent is EDP - Energías de Portugal, S.A., with registered office at Avenida 24 de Julho, n.º 12, Lisbon.
In 2012, China Three Gorges Corporation (CTG) acquired 780,633,782 ordinary shares in EDP from Parpública – Participaçoes Públicas (S.G.P.S.), S.A., representing 21.35% of the share capital and voting rights of EDP - Energías de Portugal S.A., the majority shareholder of the Company.
Under the agreements for its entry into the share capital of the EDP Group, CTG undertook to make minority investments totalling Euros 2,000 million in EDP Renováveis Group assets representing an installed capacity of 1.5 GW (900 MW in service and 600 MW under construction). A part of these investments was completed in 2013 through the sale to CTG of 49% of the shares of EDP Renováveis Portugal, S.A. for an amount of Euros 257.9 million.
Additional investments were completed in 2015 through the sale to CTG of non-controlling interests in wind farms in Brazil. To attain a 49% interest in the Brazilian wind farms, CTG carried out investments totalling Brazilian Reals 385 million, including contributions of capital and other contributions amounting to Brazilian Reals 86.8 million for projects under construction. This transaction, carried out in the framework of the agreement entered into between CTG and EDP, encompassed a total of 84 MW in operation and 237 MW under construction.
In 2016, CTG also purchased 49% stakes of wind farms in Poland and Italy for Euros 363 million, encompassing a total of 600 MW.
In June 2017, the EDPR Group sold 49% of EDPR PT – Parques Eólicos, S.A. to CTG through ACE Portugal S.Á.R.L., which represents 422 MW of installed capacity. As a result of this acquisition, Euros 1,440 million of the Euros 2,000 million agreed with CTG was invested.
On 26 February 2018 the directors authorised for issue the consolidated annual accounts of EDP Renováveis, S.A. and subsidiaries for 2017 under International Financial Reporting Standards (IFRS), which show consolidated profit of Euros 456,207 thousand and consolidated equity of Euros 7,895,152 thousand (Euros 176,112 thousand and Euros 7,573,014 thousand in 2016). The consolidated annual accounts will be filed at the Asturias Mercantile Registry.
The annual accounts for 2017 have been prepared on the basis of the accounting records of EDP Renováveis, S.A., in accordance with prevailing legislation and the Spanish General Chart of Accounts to give a true and fair view of the equity and financial position at 31 December 2017 and results of operations, changes in equity, and cash flows for the year then ended.

The directors consider that the accompanying individual annual accounts for 2017, authorised for issue on 26 February 2018, will be approved with no changes by the shareholders at their annual general meeting.
The balance sheet, income statement, statement of changes in equity, statement of cash flows and the notes thereto for 2017 include comparative figures for 2016, which formed part of the annual accounts approved by shareholders at the annual general meeting held on 6 April 2017.
The figures disclosed in the annual accounts are expressed in thousands of Euros, the Company's functional and presentation currency.
Relevant accounting estimates and judgements and other estimates and assumptions have to be made when applying the Company's accounting principles to prepare the annual accounts. A summary of the items requiring a greater degree of judgement or which are more complex, or where the assumptions and estimates made are significant to the preparation of the annual accounts, is as follows:
Relevant accounting estimates and assumptions
The Company tests investments in Group companies for impairment on an annual basis. Impairment is calculated by comparing the carrying amount of the investment with its recoverable amount. The recoverable amount is the higher of value in use and fair value less costs to sell. The Company generally uses cash flow discounting methods to calculate these values. Cash flow discounting calculations are based on projections in the budgets approved by management. The cash flows take into consideration past experience and represent management's best estimate of future market performance. The key assumptions employed when determining fair value less costs to sell and value in use include growth rates in accordance with best estimates of rises in electricity prices in each country, the weighted average cost of capital and tax rates. The estimates, including the methodology used, could have a significant impact on values and impairment loss.
The fair value of financial instruments is based on market quotations when available. Otherwise, fair value is based on prices applied in recent, similar transactions in market conditions or on evaluation methodologies using discounted future cash flow techniques, considering market conditions, time value, the profitability curve and volatility factors. These methods may require assumptions or judgements in estimating fair value.
Changes in accounting estimates
Although estimates are calculated by the Company's directors based on the best information available at 31 December 2017, future events may require changes to these estimates in subsequent years. Any effect on the annual accounts of adjustments to be made in subsequent years would be recognised prospectively.
The proposed distribution of 2017 profit to be submitted to the shareholders for approval at their annual general meeting is as follows:
| EUROS | 2017 |
|---|---|
| Basis of allocation: | |
| Profit for the year | 113,382,578.51 |
| Distribution: | |
| Legal reserve | 11,338,257.85 |
| Voluntary reserves | 49,705,830.94 |
| Dividends | 52,338,489.72 |
| TOTAL | 113,382,578.51 |
The distribution of profit and reserves of the Company for the year ended 31 December 2016, approved by the shareholders at their annual general meeting held on 14 April 2017, is as follows:
| EUROS | 2016 |
|---|---|
| Basis of allocation: | |
| Profit for the year | 19,015,007.22 |
| Voluntary reserves | 26,501,901.60 |
| Distribution: | |
| Legal reserve | 1,901,500.72 |
| Dividends | 43,615,408.10 |
| TOTAL | 45,516,908.82 |
| THOUSAND EUROS | ||
|---|---|---|
| 2 | ||
| Non-distributable reserves: | ||
| Legal reserve | 61,707 | 59,805 |
| 61,707 | 59,805 | |
Profit recognised directly in equity cannot be distributed, either directly or indirectly.
Foreign currency transactions have been translated into Euros using the spot exchange rate prevailing at the transaction date.
Monetary assets and liabilities denominated in foreign currencies have been translated into Euros at the closing rate, while non-monetary assets and liabilities measured at historical cost have been translated at the exchange rate prevailing at the transaction date.
In the statement of cash flows, cash flows from foreign currency transactions have been translated into Euros at the exchange rates at the dates the cash flows occur.
The effect of exchange rate fluctuations on cash and cash equivalents denominated in foreign currencies is recognised separately in the statement of cash flows as Effect of exchange rate fluctuations.
Exchange gains and losses arising on the settlement of foreign currency transactions and the translation into Euros of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Computer software is measured at purchase price and carried at cost, less any accumulated amortisation and impairment. Computer software is amortised by allocating the depreciable amount on a systematic basis over its useful life, which has been estimated at five years from the asset entering normal use.
Capitalised personnel expenses of employees who install computer software are recognised as Self-constructed assets in the income statement.
Computer software acquired and produced by the Company, including website costs, is recognised when it meets the following conditions:
Property, plant and equipment are measured at cost of acquisition. Property, plant and equipment are carried at cost less any accumulated depreciation and impairment.
Property, plant and equipment are depreciated by allocating the depreciable amount of an asset on a systematic basis over its useful life. The depreciable amount is the cost of an asset, less its residual value. The Company determines the depreciation charge separately for each component of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and with a useful life that differs from the remainder of the asset.

Property, plant and equipment are depreciated using the following criteria:
| DEPRECIATION METHOD | ESTIMATED YEARS OF USEFUL LIFE |
|
|---|---|---|
| Other equipment | Straight-line | 10 |
| Furniture | Straight-line | 10 |
| Information technology equipment | Straight-line | 4 |
This category includes the derivative financial instruments described in note 11, which are initially recognised at fair value. Transaction costs directly attributable to the acquisition or issue are recognised as an expense when incurred.
After initial recognition, they are recognised at fair value through profit or loss. Fair value is reduced by transaction costs incurred on sale or disposal. Accrual interest and dividends are recognised separately.
Loans and receivables comprise trade and non-trade receivables with fixed or determinable payments that are not quoted in an active market other than those classified in other financial asset categories. These assets are initially recognised at fair value, including transaction costs, and are subsequently measured at amortised cost using the effective interest method.
Investments in Group companies are initially recognised at cost, which is equivalent to the fair value of the consideration given, excluding transaction costs, and are subsequently measured at cost net of any accumulated impairment. The cost of investments in Group companies acquired before 1 January 2010 includes any transaction costs incurred.
Investments in Group companies denominated in foreign currencies covered by hedges of net investments in foreign operations are updated to reflect exchange rate fluctuations (see note 4 L).
Investments in Group companies acquired through a non-monetary contribution from another Group company are measured at the pre-transaction value in the individual annual accounts of the contributing company.
In non-monetary contributions of businesses (including investments in Group companies) to other Group companies, equity investments received are measured at the transaction date at the higher of the carrying amount of the assets and liabilities transferred in the individual annual accounts of the contributing company and the amount representative of the percentage of interest in the equity of the business contributed. Gains or losses deferred in recognised income and expense associated with the assets and liabilities conveyed continue to be recognised in equity but are linked to the investment received.
Interest is recognised using the effective interest method.
Dividends from investments in equity instruments are recognised when the Company is entitled to receive them. If the dividends are clearly derived from profits generated prior to the acquisition date because amounts higher than the profits generated by the investment since acquisition have been distributed, the carrying amount of the investment is reduced.
Pursuant to requested ruling number 2 issued by the Spanish Accounting and Auditing Institute, published in its Official Gazette number 78, for entities whose ordinary activity is the holding of shares in group companies and the financing of investees, the dividends and other income–coupons, interest–earned on financing extended to investees, as well as gains obtained from the disposal of investments, except those deriving from the disposal of subsidiaries, jointly controlled entities and associates, constitute revenue in the income statement.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
x Impairment of financial assets carried at amortised cost
The amount of the impairment loss of financial assets carried at amortised cost is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate.
The impairment loss is recognised in profit and loss and may be reversed in subsequent periods if the decrease can be objectively related to an event occurring after the impairment has been recognised. The loss can only be reversed to the limit of the amortised cost of the assets had the impairment loss not been recognised.
x Investments in Group companies
Impairment is calculated by comparing the carrying amount of the investment with its recoverable amount. The recoverable amount is the higher of value in use and fair value less costs to sell.
Value in use is calculated based on the Company's share of the present value of future cash flows expected to be derived from ordinary activities and from the final disposal of the asset.
The carrying amount of the investment includes any monetary item that is receivable or payable for which settlement is neither planned nor likely to occur in the foreseeable future, excluding trade receivables or trade payables.
In subsequent years, reversals of impairment losses in the form of increases in the recoverable amount are recognised, up to the limit of the carrying amount that would have been determined for the investment if no impairment loss had been recognised.
The recognition or reversal of an impairment loss is recorded in the income statement.
Impairment of an investment is limited to the amount of the investment, except when contractual, legal or constructive obligations have been assumed by the Company or payments have been made on behalf of the companies.
Financial liabilities, including trade and other payables, that are not classified as held for trading or as financial liabilities at fair value through profit or loss are initially recognised at fair value less any transaction costs directly attributable to the issue of the financial liability. After initial recognition, liabilities classified under this category are measured at amortised cost using the effective interest method.
The Company derecognises all or part of a financial liability when it either discharges the liability by paying the creditor, or is legally released from primary responsibility for the liability either by process of law or by the creditor.
The fair value is the amount for which an asset can be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. If available, quoted prices in an active market are used to determine fair value. Otherwise, the Company calculates fair value using recent transaction prices or, if insufficient information is available, generally accepted valuation techniques such as discounting expected cash flows.
Cash and cash equivalents include cash on hand and demand deposits in financial institutions. They also include other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. An investment normally qualifies as a cash equivalent when it has a maturity of less than three months from the date of acquisition.
The Company classifies cash pooling current accounts with Group companies under this heading.
The Company recognises cash payments and receipts for financial assets and financial liabilities in which turnover is quick on a net basis in the statement of cash flows. Turnover is considered to be quick when the period between the date of acquisition and maturity does not exceed six months.
Provisions are recognised when the Company has a present obligation (legal, contractual, constructive or tacit) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account all risks and uncertainties surrounding the amount to be recognised as a provision and, where the time value of money is material, the financial effect of discounting provided that the expenditure to be made each period can be reliably estimated. The discount rate is determined before taxes, taking into consideration the time value of money, as well as the specific risks that have not been included in the future cash flows relating to the provision at each closing date.
The financial effect of the provisions is recognised as a financial expense in the income statement.
If it is not probable that an outflow of resources will be required to settle an obligation, the provision is reversed.
The income tax expense or tax income for the year comprises current tax and deferred tax.
Current tax assets or liabilities are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantially enacted at the reporting date.
Current and deferred tax are recognised as income or an expense and included in profit or loss for the year, except to the extent that the tax arises from a transaction or event which is recognised, in the same or a different year, directly in equity, or from a business combination.
The Company files consolidated tax returns as part of the 385/08 group headed by EDP Energías de Portugal, S.A. Sucursal en España.
In addition to the factors to be considered for individual taxation, set out previously, the following factors are taken into account when determining the accrued income tax expense for the companies forming the consolidated tax group:
Temporary differences arising from the elimination of profits and losses on transactions between tax group companies are allocated to the company which recognised the profit/loss and are valued using the tax rate of that company.
A reciprocal credit and debit arises between the companies that contribute tax losses to the consolidated Group and the rest of the companies that offset those losses. Where a tax loss cannot be offset by the other consolidated Group companies, these tax credits for loss carryforwards are recognised as deferred tax assets using the applicable recognition criteria, considering the tax group as a taxable entity.
The Parent of the Group records the total consolidated income tax payable (recoverable) with a debit (credit) to receivables (payables) from/to Group companies and associates.
The amount of the debt (credit) relating to the subsidiaries is recognised with a credit (debit) to payables (receivables) to/from Group companies and associates (see notes 10 and 17 (c)).
Taxable temporary differences are recognised in all cases except where they arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income.
Deductible temporary differences are recognised provided that it is probable that sufficient taxable income will be available against which the deductible temporary difference can be utilised, or when tax legislation envisages the possibility of converting deferred tax assets into a receivable from public entities in the future.
The Company recognises the conversion of a deferred tax asset into a receivable from public entities when it becomes enforceable in accordance with prevailing tax legislation. For this purpose, the deferred tax asset is derecognised with a charge to the deferred tax expense and the receivable is recognised with a credit to current tax. Likewise, the Company recognises the exchange of a deferred tax asset for government debt securities when it acquires ownership thereof.
The Company recognises the payment obligation deriving from financial contributions as an operating expense with a credit to payables to public entities when it is accrued in accordance with the Spanish Income Tax Law.
Nonetheless, assets arising from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income, are not recognised.
In the absence of evidence to the contrary, it is not considered probable that the Company will have future taxable profit when the deferred tax assets are expected to be recovered in a period of more than ten years from the end of the reporting period, irrespective of the nature of the deferred tax asset; or, in the case of tax credits for deductions and other tax relief that are unused due to an insufficient amount of total tax, when there is reasonable doubt - after the activity or the income giving rise to entitlement to the deduction or tax credit has been rendered or received, respectively - as to whether the requirements for their offset will be met.
The Company only recognises deferred tax assets arising from tax loss carryforwards when it is probable that future taxable profit will be generated against which they may be offset within the period stipulated in applicable tax legislation, up to a maximum period of ten years, unless there is evidence that their recovery in a longer period of time is probable and tax legislation provides for their utilisation in a longer period or stipulates no time limit for their utilisation.
Conversely, it is considered probable that the Company will generate sufficient taxable profit to recover deferred tax assets when there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity, which are expected to reverse in the same tax period as the expected reversal of the deductible temporary differences or in periods into which a tax loss arising from a deductible temporary difference can be carried back or forward.
The Company recognises deferred tax assets not previously recognised because they were not expected to be utilised within the ten-year recovery period, inasmuch as the future reversal period does not exceed ten years from the end of the reporting period or when there are sufficient taxable temporary differences.
Tax planning opportunities are only considered when assessing the recoverability of deferred tax assets and if the Company intends to use these opportunities or it is probable that they will be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the years when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted. The tax consequences that would follow from the manner in which the Company expects to recover or settle the carrying amount of its assets or liabilities are also reflected in the measurement of deferred tax assets and liabilities. For these purposes, the Company has considered the deduction for reversal of the temporary measures provided in transitional provision thirty-seven of Income Tax Law 27/2014 of 27 November 2014 as an adjustment to the tax rate applicable to the deductible temporary difference associated with the non-deductibility of amortisation and depreciation charges in 2013 and 2014.
Deferred tax assets and liabilities are recognised in the balance sheet under non-current assets or liabilities, irrespective of the expected date of recovery or settlement.
The Company classifies assets and liabilities in the balance sheet as current and non-current. Current assets and liabilities are determined as follows:
Non-current assets acquired by the Company to minimise the environmental impact of its activity and to protect and improve the environment, including the reduction and elimination of future pollution from the Company's activities, are recognised as property, plant and equipment in the balance sheet at purchase price or cost of production and depreciated over their estimated useful lives.
Environmental expenses are the costs derived from managing the environmental effects of the Company's operations and existing environmental commitments. These include expenses relating to the prevention of pollution caused by ordinary activities, waste treatment and disposal, decontamination, restoration, environmental management or environmental audit.
Expenses derived from environmental activities are recognised as operating expenses in the period in which they are incurred.
The Company makes an environmental provision when expenses are probable or certain to arise but the amount or timing is unknown. Where necessary, provision is also made for environmental actions arising from any legal or contractual commitments and for those commitments acquired for the prevention and repair of environmental damage.
Transactions between Group companies are recognised at the fair value of the consideration given or received. The difference between this value and the amount agreed is recognised in line with the underlying economic substance of the transaction.
Derivative financial instruments which qualify for hedge accounting are initially measured at fair value, plus any transaction costs that are directly attributable to the acquisition, or less any transaction costs directly attributable to the issue of the financial instruments.
The Company undertakes fair value hedges and hedges of net investments in foreign operations.
At the inception of the hedge the Company formally designates and documents the hedging relationships and the objective and strategy for undertaking the hedges. Hedge accounting is only applicable when the hedge is expected to be highly effective at the inception of the hedge and in subsequent years in achieving offsetting changes in fair value or cash flows attributable to the hedged risk, throughout the period for which the hedge was designated (prospective analysis), and the actual effectiveness is within a range of 80%-125% (retrospective analysis) and can be reliably measured.
The Company hedges net investments in foreign operations in relation to its investment in the Group companies EDP Renewables North America, LLC., EDP Renováveis Brasil S.A. and EDP Renewables Canada, Ltd.
The Company hedges the foreign currency risk arising from investments in Group companies denominated in foreign currency. The portion of gains or losses on the hedging instrument or on the exchange rate of the monetary item used as the hedging instrument is recognised as exchange gains or losses in the income statement. Gains or losses on investments related to the underlying foreign currency amount in the annual accounts are recognised as exchange gains or losses in profit and loss with a valuation adjustment for the effective part of the hedge.
Grants, donations and bequests are recorded in recognised income and expense when, where applicable, they have been officially awarded, the conditions attached to them have been met or there is reasonable assurance that they will be received.
Monetary grants, donations and bequests are measured at the fair value of the sum received, whilst non-monetary grants, donations and bequests received are accounted for at fair value.
In subsequent years, grants, donations and bequests are recognised as income as they are applied.
The Company recognises the expected cost of profit-sharing and bonus plans when it has a present legal or constructive obligation to make such payments as a result of past events and a reliable estimate of the obligation can be made.
Details of intangible assets and movement are as follows:
| THOUSAND EUROS | BALANCE AT 31.12.15 |
ADDITIONS | BALANCE AT 31.12.16 |
ADDITIONS | BALANCE AT 31.12.17 |
|---|---|---|---|---|---|
| Cost: | |||||
| Computer software | 5,185 | - | 5,185 | - | 5,185 |
| Computer software under development | - | 62 | 62 | 932 | 994 |
| 5,185 | 62 | 5,247 | 932 | 6,179 | |
| Amortisation: | |||||
| Computer software | -4,251 | -497 | -4,748 | -261 | -5,009 |
| -4,251 | -497 | -4,748 | -261 | -5,009 | |
| CARRYING AMOUNT | 934 | -435 | 499 | 672 | 1,170 |
Additions in 2017 and 2016 reflect information management applications purchased or developed during the year.
At the 2017 reporting date, the Company had fully amortised intangible assets in use amounting to Euros 6,685 thousand (Euros 3,887 thousand in 2016).
At 31 December 2017 and 2016 the Company has no commitments to purchase intangible assets.
Details of property, plant and equipment and movement are as follows:
| THOUSAND EUROS | BALANCE AT 31.12.15 |
ADDITIONS | BALANCE AT 31.12.16 |
ADDITIONS | BALANCE AT 31.12.17 |
|---|---|---|---|---|---|
| Cost: | |||||
| Other fixtures | 1,652 | - | 1,652 | 29 | 1,681 |
| Furniture | 80 | 15 | 95 | 21 | 116 |
| Information technology equipment | 596 | - | 596 | - | 596 |
| Vehicles | 21 | - | 21 | - | 21 |
| 2,349 | 15 | 2,364 | 50 | 2,414 | |
| Depreciation: | |||||
| Other fixtures | -910 | -165 | -1,075 | -167 | -1,242 |
| Furniture | -26 | -10 | -36 | -11 | -47 |
| Information technology equipment | -596 | - | -596 | - | -596 |
| Vehicles | -1 | -1 | -2 | -2 | -4 |
| -1,533 | -176 | -1,709 | -180 | -1,889 | |
| CARRYING AMOUNT | 816 | -161 | 655 | -130 | 525 |
The Company has taken out insurance policies to cover the risk of damage to its property, plant and equipment. The coverage of these policies is considered sufficient.
Fully depreciated property, plant and equipment amount to Euros 596 thousand at the 2017 and 2016 reporting dates and comprise information technology equipment.
At 31 December 2017 and 2016 the Company has no commitments to purchase property, plant and equipment.
The Company's activities are exposed to various financial risks: market risk (including currency risk and fair value interest rate risk), credit risk, liquidity risk, and cash flow interest rate risk. The Company's global risk management programme focuses on uncertainty in the financial markets and aims to minimise potential adverse effects on the Company's profits. The Company uses derivatives to mitigate certain risks.
The directors of the Company are responsible for defining general risk management principles and establishing exposure limits. The Company's financial risk management is subcontracted to the Finance Department of EDP – Energías de Portugal, S.A. in accordance with the policies approved by the board of directors. The subcontracted service includes the identification and evaluation of hedging instruments.
All operations involving derivative financial instruments are subject to prior approval from the board of directors, which sets the parameters of each operation and approves the formal documents describing the objectives of the operation.
The Company operates internationally and is therefore exposed to currency risk when operating with foreign currencies, especially with regard to the US Dollar, the Brazilian Real, the Canadian Dollar and the Polish Zloty. Currency risk is associated with recognised assets and liabilities, and net investments in foreign operations.
The Company holds investments in Group companies denominated in a foreign currency, which are exposed to currency risk. Currency risk affecting these investments is mitigated primarily through derivative financial instruments and borrowings in the corresponding foreign currencies.
Details of hedged financial assets and the derivative financial instruments obtained to hedge them are provided in notes 8 and 11.
Details of financial assets and liabilities in foreign currencies and transactions in foreign currencies are provided in notes 8, 10, 16 and 21.
The Company is not significantly exposed to credit risk as the majority of its balances and transactions are with Group companies. As the counterparties of derivative financial instruments are Group companies, and the counterparties of their derivative financial instruments are highly solvent banks, the Company is not subject to significant counterparty default risk. Guarantees or other derivatives are therefore not requested in this type of operation.

The Company has documented its financial operations in accordance with international standards. The majority of its operations with derivative financial instruments are therefore contracted under "ISDA Master Agreements", which facilitate the transfer of instruments in the market.
The total amount of financial assets subject to credit risk is shown in note 10.
Liquidity risk is the risk that the Company will be unable to comply with its financial commitments on maturity. The Company's approach in managing liquidity risk is to guarantee as far as possible that liquidity will always be available to pay its debts before they mature, in normal conditions and during financial difficulties, without incurring unacceptable losses or compromising the Company's reputation.
Compliance with the liquidity policy ensures that contracted commitments are paid, maintaining sufficient credit facilities. The EDP Renováveis Group manages liquidity risk by arranging and maintaining credit facilities with its majority shareholder, or directly with domestic and international entities in the market, under optimal conditions, to ensure access to the financing required to continue its activities.
Details of financial assets and financial liabilities by contractual maturity date are provided in notes 10 and 16.
In light of the non-monetary contribution mentioned in note 8 (a), in 2017 and 2016 the Company does not have a considerable amount of interest-bearing assets and as a result, income and cash flows from operating activities are not significantly affected by fluctuations in market interest rates.
Interest rate risk arises from non-current borrowings, which are extended by Group companies. The loans have fixed interest rates, exposing the Company to fair value risks.
Details of hedged financial assets and the derivative financial instruments obtained to hedge them are provided in notes 8 and 11.
Details of direct investments in equity instruments of Group companies are as follows:
| THOUSAND EUROS | 2017 | 2016 |
|---|---|---|
| EDP Renováveis Brasil S.A. | 167,315 | 115,272 |
| EDP Renewables Europe, S.L.U. | 3,079,340 | 3,079,340 |
| EDP Renewables North America, LLC | 3,461,782 | 3,715,471 |
| EDP Renewables Canada, Ltd. | 23,745 | 21,646 |
| EDP Renováveis Servicios Financieros S.A. | 274,892 | 274,892 |
| EDPR PRO V S.L.R. | 25 | 25 |
| EDPR Offshore España S.L. | 725 | 725 |
| Greenwind S.A. | 7 | 7 |
| 7,007,831 | 7,207,378 | |
| (Note 10a) | (Note 10a) |
Movement in Group equity instruments during 2017 and 2016 was as follows:
| THOUSAND EUROS | 2017 | ||||
|---|---|---|---|---|---|
| 31.12.2016 | ADDITIONS | DISPOSALS | CHANGES IN EXCHANGE RATES |
31.12.2017 | |
| EDP Renováveis Brasil S.A. | 115,272 | 57,500 | - | -5,457 | 167,315 |
| EDP Renewables Europe, S.L | 3,079,340 | - | - | - | 3,079,340 |
| EDP Renewables North America, LLC |
3,715,471 | 611,571 | -382,875 | -482,565 | 3,461,782 |
| EDP Renewables Canada, Ltd | 21,646 | 3,396 | - | -1,297 | 23,745 |
| EDP Renováveis Servicios Financieros S.A |
274,892 | - | - | - | 274,892 |
| EDPR PRO V S.L.R | 25 | - | - | - | 25 |
| EDPR Offshore España S.L | 725 | - | - | - | 725 |
| Greenwind S.A | 7 | - | - | - | 7 |
| TOTAL EQUITY INSTRUMENTS | 7,207,378 | 672,647 | -382,875 | -489,319 | 7,007,831 |
| THOUSANDS OF EUROS | 2016 | |||||
|---|---|---|---|---|---|---|
| 31.12.2015 | ADDITIONS | DISPOSALS | CHANGES IN EXCHANGE RATES |
IMPAIRMENT | 31.12.2016 | |
| EDP Renováveis Brasil S.A. | 113,301 | 23,826 | -28,976 | 7,121 | - | 115,272 |
| EDP Renewables Europe, S.L | 3,079,340 | - | - | - | - | 3,079,340 |
| EDP Renewables North America, LLC | 3,714,906 | 644,527 | -780,100 | 136,138 | - | 3,715,471 |
| EDP Renewables Canada, Ltd | 18,670 | 1,731 | - | 1,245 | - | 21,646 |
| EDP Renováveis Servicios Financieros S.A |
274,892 | - | - | - | - | 274,892 |
| EDPR PRO V S.L.R | 25 | - | - | - | - | 25 |
| South Africa Wind & Solar Power S.L | 1,046 | - | - | - | -321 | 725 |
| Greenwind S.A | 7 | - | - | - | - | 7 |
| TOTAL EQUITY INSTRUMENTS | 7,202,187 | 25,557 | -164,549 | 144,504 | -321 | 7,207,378 |
Details of direct and indirect investments in Group companies are provided in Appendix I.
In 2017 and 2016 the Company financed its subsidiary EDP Renewables North America, LLC (EDPR NA) by subscribing successive capital increases/reductions for a net amount of Euros 228,876 thousand and Euros 135,573 thousand (US Dollars 226,900 thousand and US Dollars 127,500 thousand) representing capital increases in 2017 and reductions in 2016.
In 2017, the Company has signed two capital increases in EDP Renováveis Brasil, S.A. for Euros 57,500 thousand (Brazilian Reals 199,756 thousand). During 2016 the Company carried out a capital reduction amounting to Euros 28,976 thousand (Brazilian Reals 111,000 thousand) and three capital increases totalling Euros 23,826 thousand (Brazilian Reals 85,377 thousand).
In 2017 the Company increased its capital in EDP Renewables Canada by Euros 3,396 thousand (Canadian Dollars 5,000 thousand). In 2016 this company increased capital by Euros 1,731 thousand (Canadian Dollars 2,450 thousand).
No impairment has been recognised as a result of the tests performed during 2017. In 2016 the Company recognised impairment of Euros 321 thousand as a result of the impairment test performed on the investment in South Africa Wind & Solar Power S.L.
During 2017, the company South Africa Wind & Solar Power, S.L. has changed its registered name to EDPR Offshore España S.L.
The functional currencies of foreign operations are the currencies of the countries in which they are domiciled. The net investment in these operations coincides with the carrying amount of the investment.
Details of investments, the fair value of which is hedged against currency risk, at 31 December 2017 and 2016 are as follows:
| THOUSAND EUROS | 2017 | 2016 |
|---|---|---|
| EDP Renováveis Brasil S.A. | 42,670 | 34,841 |
| EDP Renewables North America, LLC. (EDPR NA) | 3,404,359 | 3,658,047 |
| EDP Renewables Canada, Ltd | 19,948 | 19,418 |
| 3,466,977 | 3,712,306 |
Management hedges foreign currency risk arising from the Company's investments in EDP Renewables North America, LLC., denominated in foreign currency.
The changes in value due to exchange rate fluctuations of equity instruments and the changes in fair value of hedging instruments are recognised in exchange gains/losses in the income statement. Details for 2017 and 2016 are as follows:
| THOUSAND EUROS | GAINS/(LOSSES) | |||||
|---|---|---|---|---|---|---|
| 2017 | ||||||
| EDPR NA | EDPR BR | EDPR CA | TOTAL | |||
| Investments in Group companies (note 11) | -482,565 | -5,457 | -1,297 | -489,319 | ||
| Hedging instruments | ||||||
| Foreign currency derivatives (note 11) | 418,128 | 5,269 | 1,205 | 424,602 | ||
| Current account in foreign currency (note 11) | 12,331 | - | - | 12,331 | ||
| Fixed rate debt in foreign currency (note 11) | 51,387 | - | - | 51,387 | ||
| -719 | -188 | -92 | -999 |

| THOUSAND EUROS | GAINS/(LOSSES) 2016 |
|||
|---|---|---|---|---|
| EDPR NA | EDPR BR | EDPR CA | TOTAL | |
| Investments in Group companies (note 11) | 136,138 | 7,121 | 1,245 | 144,504 |
| Hedging instruments | ||||
| Foreign currency derivatives (note 11) | -123,998 | -6,686 | -1,295 | -131,979 |
| Fixed rate debt in foreign currency (note 11) | -6,370 | - | - | -6,370 |
| 5,770 | 435 | -50 | 6,155 |
The hedging instruments used by the Company to hedge foreign currency risk arising from the investments in EDP Renewables North America, LLC. comprise:
To hedge the currency risk arising from the exposure of the investment in EDP Renováveis Brasil S.A., denominated in Brazilian Reals, the Company has arranged a hedging instrument comprising three swaps for a total notional amount of Brazilian Reals 168,000 thousand. The net fair value of the hedging instrument amounts to Euros 3,518 thousand at 31 December 2017 (Euros 5,856 thousand at 31 December 2016) and has been recognised in noncurrent investments in Group companies and associates (Euros 1,972 thousand) and current investments in Group companies and associates (Euros 1,546 thousand) (see note 11). This hedging instrument incurred a net finance cost of Euros 3,039 thousand (Euros 3,741 thousand at 31 December 2016), which has been recognised under finance costs on payables to Group companies in the income statement.
The instrument arranged in 2015, comprising a future arranged for a notional amount of Euros 15,812 thousand (Canadian Dollars 22,950 thousand), to cover the currency risk associated with the Canadian Dollar-denominated investment in EDP Renewables Canada, Ltd. expired in 2016. In 2016 Company management arranged a new hedging instrument consisting of two EUR/CAD swaps for a notional amount of Canadian Dollars 27,750 thousand. In 2017, Company management arranged a EUR/CAD swap for a notional amount of Canadian Dollars 2,500. At 31 December 2017 the net fair value of the hedging instrument amounts to Euros 364 thousand (Euros 1,569 thousand at 31 December 2016) and has been recognised in non-current investments in Group companies and associates (Euros 107 thousand) and in non-current payables (Euros 471 thousand) (see note 11). This hedging instrument incurred a net finance cost of Euros 363 thousand, which has been recognised under finance costs on payables to Group companies in the income statement.
The classification of financial assets by category and class, as well as a comparison of the fair value and the carrying amount is as follows:
| THOUSAND EUROS | NON-CURRENT AT AMORTISED COST OR COST |
CURRENT AT AMORTISED COST OR COST |
2017 | |||||
|---|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
FAIR VALUE |
AT FAIR VALUE |
TOTAL | CARRYING AMOUNT |
FAIR VALUE |
AT FAIR VALUE |
TOTAL | |
| Loans and receivables | ||||||||
| Loans | - | - | - | - | 15 | 15 | - | 15 |
| Other financial assets | 327 | 327 | - | 327 | - | - | - | - |
| Trade and other receivables Hedging derivatives |
- | - | - | - | 59,470 | 59,470 | - | 59,470 |
| Traded on OTC markets | - | - | 6,214 | 6,214 | - | - | 1,546 | 1,546 |
| TOTAL FINANCIAL ASSETS | 327 | 327 | 6,214 | 6,541 | 59,485 | 59,485 | 1,546 | 61,031 |
| THOUSAND EUROS | 2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| NON-CURRENT | ||||||||
| AT AMORTISED COST OR COST | AT AMORTISED COST OR COST | |||||||
| CARRYING AMOUNT |
FAIR VALUE |
AT FAIR VALUE |
TOTAL | CARRYING AMOUNT |
FAIR VALUE |
AT FAIR VALUE |
TOTAL | |
| Assets held for trading | ||||||||
| Derivative financial instruments |
- | - | - | - | - | - | 3,944 | 3,944 |
| Total | - | - | - | - | - | - | 3,944 | 3,944 |
| Loans and receivables | ||||||||
| Deposits and guarantees | - | - | - | - | 15 | 15 | - | 15 |
| Other financial assets | 394 | 394 | - | 394 | 92 | 92 | - | 92 |
| Trade and other receivables |
- | - | - | - | 52,986 | 52,986 | - | 52,986 |
| Total | 394 | 394 | - | 394 | 53,093 | 53,093 | - | 53,093 |
| Hedging derivatives | ||||||||
| Traded on OTC markets | - | - | - | - | - | - | 6,092 | 6,092 |
| Total | - | - | - | - | - | - | 6,092 | 6,092 |
| TOTAL FINANCIAL ASSETS |
394 | 394 | - | 394 | 53,093 | 53,093 | 10,036 | 63,129 |
Net losses and gains by category of financial asset are as follows (see note 21):
| THOUSAND EUROS | ||||||||
|---|---|---|---|---|---|---|---|---|
| LOANS AND RECEIVABLES, GROUP COMPANIES |
LOANS AND RECEIVABLES, THIRD PARTIES |
ASSETS HELD FOR TRADING |
TOTAL | |||||
| Finance income | 705 | 2 | - | 707 | ||||
| Dividends | 191,360 | - | - | 191,360 | ||||
| Gains on sales | - | - | 1,976 | 1,976 | ||||
| NET GAINS/(LOSSES) IN PROFIT AND LOSS |
192,065 | 2 | 1,976 | 194,043 |
| THOUSAND EUROS | 2016 | |||
|---|---|---|---|---|
| LOANS AND RECEIVABLES, GROUP COMPANIES |
LOANS AND RECEIVABLES, THIRD PARTIES |
ASSETS HELD FOR TRADING |
TOTAL | |
| Finance income | 3,768 | 2 | - | 3,770 |
| Dividends | 91,923 | - | - | 91,923 |
| Changes in fair value | - | - | 1,810 | 1,810 |
| Gains on sales | - | - | 33,975 | 33,975 |
| NET GAINS/(LOSSES) IN PROFIT AND LOSS |
95,691 | 2 | 35,785 | 131,478 |
Details of investments in Group companies are as follows:
| THOUSAND EUROS | 2017 | 2016 | ||
|---|---|---|---|---|
| NON-CURRENT | CURRENT | NON-CURRENT | CURRENT | |
| Group | ||||
| Equity instruments (note 8) | 7,007,831 | - | 7,207,378 | - |
| Derivative financial instruments (note 11) | 6,214 | 1,546 | - | 10,036 |
| Loans to companies (note 9) | - | 15 | - | 15 |
| Other financial assets | - | - | - | 92 |
| Trade and other receivables | - | 59,437 | - | 52,875 |
| 7,014,045 | 60,998 | 7,207,378 | 63,018 |
The classification of financial assets by maturity is as follows:
| THOUSAND EUROS | 2017 | ||||||
|---|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | SUBSEQUENT YEARS |
LESS CURRENT PORTION |
TOTAL NON CURRENT |
|
| Loans to companies | 15 | - | - | - | - | -15 | - |
| Other financial assets | - | - | - | - | 327 | - | 327 |
| Derivative financial instruments | 1,546 | 1,139 | 4,135 | 107 | 833 | -1,546 | 6,214 |
| Trade and other receivables | 59,470 | - | - | - | - | -59,470 | - |
| TOTAL | 61,031 | 1,139 | 4,135 | 107 | 1,160 | -67,573 | 6,541 |
| THOUSAND EUROS | 2017 | 2018 | 2019 | 2020 | SUBSEQUENT YEARS |
LESS CURRENT PORTION |
2016 TOTAL NON CURRENT |
|---|---|---|---|---|---|---|---|
| Deposits and guarantees | 15 | - | - | - | - | -15 | - |
| Other financial assets | 92 | - | - | - | 394 | -92 | 394 |
| Derivative financial instruments | 10,036 | - | - | - | - | -10,036 | - |
| Trade and other receivables | 52,986 | - | - | - | - | -52,986 | - |
| TOTAL | 63,129 | - | - | - | 394 | -63,129 | 394 |
Details of trade and other receivables are as follows:
| THOUSAND EUROS | CURRENT | |
|---|---|---|
| 2017 | 2016 | |
| Group (see Note 21): | 59,437 | 52,875 |
| Trade receivables | 26,127 | 24,126 |
| Other receivables | 33,310 | 28,749 |
| Unrelated parties: | 33 | 111 |
| Other receivables | 33 | 111 |
| Public entities, other | 1 | - |
| TOTAL | 59,471 | 52,986 |
Trade receivables from Group companies in 2017 and 2016 essentially reflect the balance receivable under management support service contracts arranged with EDP Renewables Europe S.L.U and EDP Renewables North America, LLC in 2013 (see note 21 (b)).
Other receivables from Group companies include balances receivable from the Parent, EDP Energias de Portugal, S.A., Sucursal en España, for income tax amounting to Euros 33,289 thousand (Euros 28,604 thousand in 2016), as the Company files consolidated tax returns (See Note 19).
Details of exchange differences recognised in profit or loss in relation to financial instruments, distinguishing between settled and outstanding transactions, are as follows:
| THOUSAND EUROS | 2017 | 2016 | ||
|---|---|---|---|---|
| SETTLED | OUTSTANDING | SETTLED | OUTSTANDING | |
| Hedged investments in Group companies | -71 | -489,248 | -291 | 144,795 |
| Hedging derivatives of net investments in foreign operations | 1,515 | 7,996 | 274 | -4,240 |
| Other financial assets | - | - | 26 | - |
| Trade and other receivables | -6 | - | -35 | 16 |
| Cash and cash equivalents | -4 | 12,341 | - | -11,355 |
| TOTAL FINANCIAL ASSETS | 1,434 | -468,911 | -26 | 129,216 |
Details of derivative financial instruments are as follows:
| THOUSAND EUROS | 2017 | ||||
|---|---|---|---|---|---|
| ASSETS | LIABILITIES | ||||
| NON CURRENT |
CURRENT | NON CURRENT |
CURRENT | ||
| Hedging derivatives | |||||
| a) Fair value hedges | |||||
| Net investment hedging swaps (note 8) | 6,214 | 1,546 | 78,297 | 280,364 | |
| Total | |||||
| TOTAL DERIVATIVES | 6,214 | 1,546 | 78,297 | 280,364 |
| THOUSAND EUROS | ASSETS | 2016 LIABILITIES |
|||
|---|---|---|---|---|---|
| NON CURRENT |
CURRENT | NON CURRENT |
CURRENT | ||
| Hedging derivatives | |||||
| a) Fair value hedges | |||||
| Net investment hedging swaps (note 8) | - | 6,092 | 707,408 | 157,919 | |
| Total | - | 6,092 | 707,408 | 157,919 | |
| Derivatives held for trading and at fair value through changes in profit or loss |
|||||
| b) Foreign currency derivatives | |||||
| Forward exchange contracts | - | 3,944 | - | 3,944 | |
| Total | - | 3,944 | - | 3,944 | |
| TOTAL DERIVATIVES | - | 10,036 | 707,408 | 161,863 |
The total amount of gains and losses on hedging instruments and on items hedged under fair value hedges of net investments in Group companies is as follows:
| THOUSAND EUROS | GAINS/(LOSSES) | |
|---|---|---|
| 2017 | 2016 | |
| Forward exchange contracts: | ||
| Net investment hedging swaps (note 8) | 424,602 | -131,979 |
| Fixed rate debt (note 8) | 51,387 | -6,370 |
| Investments in Group companies (note 8) | -489,319 | 144,504 |
| Current account in foreign currency (note 8) | 12,331 | - |
| -999 | 6,155 |
In 2016, the Company had three mirror cross interest rate swaps for a total notional amount of Polish Zloty 235,069 thousand, equivalent to Euros 57,000 thousand. The fair value of these instruments was recognised as an asset under current investments in Group companies and associates for an amount of Euros 3,944 thousand and as a liability under current payables for an amount of Euros 3,944 thousand, as presented in notes 10 (a) and 17 (a). Two of the cross interest rate swaps registered in liabilities were formalized in 2016 with Polish Group companies. In December 2016 they were transferred to EDP Renewables Europe, S.L.U. These financial instruments have been settled during 2017.

In 2016 the Company arranged futures contracts on the US Dollar exchange rate for a notional amount of US Dollars 316,000 thousand, equivalent to Euros 295,300 thousand. December 2016 was the last month the contract was valid.
Details of cash and cash equivalents are as follows:
| THOUSAND EUROS | 2017 | 2016 |
|---|---|---|
| Cash in hand and at banks | 219 | 1,455 |
| Cash equivalents | 9,387 | 223,998 |
| 9,606 | 225,453 |
In accordance with the terms of the contract signed by the parties on 1 June 2015, cash and cash equivalents at 31 December 2017 and 2016 include the balance of the US Dollar current account with EDPR Servicios Financieros S.A. of Euros 9,387 thousand and Euros 223,998 thousand, respectively.
Details of equity and movement during 2017 and 2016 are shown in the statement of changes in equity.
At 31 December 2017 and 2016, the share capital of the Company is represented by 872,308,162 ordinary bearer shares of Euros 5 par value each, all fully paid. These shares have the same voting and profit-sharing rights. These shares are freely transferable.
Companies that hold a direct or indirect interest of at least 10% in the share capital of the Company at 31 December 2017 and 2016 are as follows:
| 2017 | ||
|---|---|---|
| COMPANY | NUMBER OF SHARES | PERCENTAGE OF OWNERSHIP |
| EDP - Energías de Portugal, S.A. Sucursal en España | 720,177,619 | 82.56% |
| Others (shares quoted on the Lisbon stock exchange) | 152,130,543 | 17.44% |
| 872,308,162 | 100.00% |
| 2016 | ||
|---|---|---|
| COMPANY | NUMBER OF SHARES | PERCENTAGE OF OWNERSHIP |
| EDP - Energías de Portugal, S.A. Sucursal en España | 676,283,856 | 77.53% |
| Others (shares quoted on the Lisbon stock exchange) | 196,024,306 | 22.47% |
| 872,308,162 | 100.00% |
During 2017, EDP - Energías de Portugal, S.A. has carried out a buyback process to buy back quoted shares. After this process was completed, only 17.44% of the Company's shares remain quoted on the Lisbon Stock Exchange.
In 2007 and 2008 the Company carried out several capital increases that were subscribed through non-monetary contributions comprising 100% of the shares in EDPR NA and EDP Renewables Europe, S.L.U.
The special tax treatment for mergers, spin-offs, transfers of assets and exchanges of securities provided for in Section VII, Chapter VIII of Royal Legislative Decree 4/2004 of 5 March 2004 which approved the Revised Spanish Income Tax Law was applied to these contributions. The disclosures required by prevailing legislation were included in the annual accounts for 2007 and 2008.
In 2015 Hidroeléctrica del Cantábrico S.A. sold its shares in the Company (135,256,700 ordinary shares amounting to 15.51% of total shares), to EDP – Energías de Portugal S.A., Sucursal en España.
This reserve is freely distributable
Details of reserves and movement during the year reflect the proposed distribution of profit approved by the shareholders at their annual general meeting (see note 3).
Pursuant to the Revised Spanish Companies Act, in force since 1 September 2010, companies are required to transfer 10% of profits for the year to a legal reserve until this reserve reaches an amount equal to 20% of share capital. The legal reserve may be used to increase capital. Except for this purpose, until the reserve exceeds 20% of share capital it may only be used to offset losses if no other reserves are available. At 31 December 2017 and 2016, the Company has not appropriated to this reserve the minimum amount required by law.
These reserves are freely distributable.
As a result of the public share offering, the Company has incurred a number of expenses associated with the capital increase, which have been recognised in this item net of the tax effect.
During 2016 EDP Renewables Europe, S.L.U. transferred a grant of Euros 1,470 thousand to the Company. This grant was awarded to EDP Renewables Europe, S.L.U. by the European Commission on 31 December 2015 in connection with project "Demogravi3" to develop innovative foundations for offshore wind farms. This grant is taken to income as the project expenses are incurred. At 31 December 2016, Euros 362 thousand were taken to income.
During 2017 the Company has cancelled the project "Demogravi3" and has recognised the total amount of the grant received in the current liabilities caption other payables, after reversing the income amount of Euros 362 thousand capitalised in 2016.
Movement in provisions in 2017 fully reflects allowances of Euros 414 thousand (218 thousand in 2016) made with a charge to personnel expenses.
In 2017 and 2016, the amount recognised as a provision is the directors' best estimate at the reporting date of the expenditure required to settle the present obligation.
The classification of financial liabilities by category and class and a comparison of the fair value with the carrying amount are as follows:
| THOUSAND EUROS | NON-CURRENT AT AMORTISED COST OR COST |
CURRENT AT AMORTISED COST OR COST |
2017 | |||||
|---|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
FAIR VALUE |
AT FAIR VALUE |
TOTAL | CARRYING AMOUNT |
FAIR VALUE |
AT FAIR VALUE |
TOTAL | |
| Debts and payables: | ||||||||
| Group companies: | ||||||||
| Fixed rate | 367,526 | 312,318 | - | 367,526 | -2,445 | -2,445 | - | -2,445 |
| Variable rate | - | - | - | - | 222,966 | 222,966 | - | 222,966 |
| Other financial liabilities |
- | - | - | - | 7,259 | 7,259 | - | 7,259 |
| Trade and other payables | - | - | - | - | 16,549 | 16,548 | - | 16,548 |
| Total | 367,526 | 312,318 | - | 367,526 | 244,328 | 244,328 | - | 248,328 |
| Hedging derivatives: | ||||||||
| Traded on OTC markets | - | - | 78,297 | 78,297 | - | - | 280,364 | 280,364 |
| Total | - | - | 78,297 | 78,297 | - | - | - | - |
| TOTAL FINANCIAL LIABILITIES |
367,526 | 312,318 | 78,297 | 445,823 | 244,328 | 244,328 | 280,364 | 524,692 |

| THOUSAND EUROS | NON-CURRENT | CURRENT | 2016 | |||||
|---|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
FAIR VALUE |
AT AMORTISED COST OR COST AT FAIR VALUE |
TOTAL | CARRYING AMOUNT |
FAIR VALUE |
AT AMORTISED COST OR COST AT FAIR VALUE |
TOTAL | |
| Liabilities held for trading | ||||||||
| Derivative financial instruments |
- | - | - | - | - | - | 3,944 | 3,944 |
| Total | - | - | - | - | - | - | 3,944 | 3,944 |
| Debts and payables: | ||||||||
| Group companies: | - | - | - | - | - | - | - | - |
| Fixed rate | 424,441 | 406,905 | - | 424,441 | - | - | - | - |
| Variable rate | - | - | - | - | 145,253 | 145,253 | - | 145,253 |
| Other financial liabilities |
- | - | - | - | 1,310 | 1,310 | - | 1,310 |
| Trade and other payables | - | - | - | - | 17,481 | 17,481 | - | 17,481 |
| Total | 424,441 | 406,905 | - | 424,441 | 164,044 | 164,044 | - | 164,044 |
| Hedging derivatives: | ||||||||
| Traded on OTC markets | - | - | 707,408 | 707,408 | - | - | 157,919 | 157,919 |
| Total | - | - | 707,408 | 707,408 | - | - | 157,919 | 157,919 |
| TOTAL FINANCIAL LIABILITIES |
424,441 | 406,905 | 707,408 | 1,131,84 9 |
164,044 | 164,044 | 161,863 | 325,907 |
Net losses and gains by financial liability category are as follows:
| THOUSAND EUROS | 2017 | |||
|---|---|---|---|---|
| DEBTS AND PAYABLES, GROUP COMPANIES |
DEBTS AND PAYABLES, THIRD PARTIES |
LIABILITIES HELD FOR TRADING |
TOTAL | |
| Finance cost | 90,428 | 15 | - | 90,443 |
| Change in fair value | - | - | - | - |
| Losses on sales | - | - | 1,581 | 1,581 |
| Total | 90,428 | 15 | 1,581 | 92,024 |
| THOUSAND EUROS | 2016 | |||
|---|---|---|---|---|
| DEBTS AND PAYABLES, GROUP COMPANIES |
DEBTS AND PAYABLES, THIRD PARTIES |
LIABILITIES HELD FOR TRADING |
TOTAL | |
| Finance cost | 77,044 | 1,229 | - | 78,273 |
| Change in fair value | - | - | 1,810 | 1,810 |
| Losses on sales | - | - | 13,864 | 13,864 |
| TOTAL | 77,044 | 1,229 | 15,674 | 93,947 |
Details of payables to Group companies are as follows:
| THOUSAND EUROS | 2017 | 2016 | |||
|---|---|---|---|---|---|
| NON CURRENT |
CURRENT | NON CURRENT |
CURRENT | ||
| Group (Note 21) | |||||
| Group companies | 367,526 | -2,445 | 424,441 | 2,538 | |
| Interest | - | 6,870 | - | 108 | |
| Derivative financial instruments (note 11) | 78,297 | 280,364 | 707,408 | 161,863 | |
| Suppliers of fixed assets | - | 389 | - | - | |
| Current account with Group companies | - | 222,966 | - | 143,917 | |
| TOTAL | 445,823 | 508,144 | 1,131,849 | 308,426 |
Other financial liabilities comprise current accounts with the Group, which accrue daily interest that is settled on a monthly basis. The rate applicable to interest receivable ranges from one-month Euribor to six-month Euribor, plus a spread of between 0.1% and 1%, whilst the rate applicable to interest payable is one-month Euribor, plus a spread of between 0.1% and 1%.
At 31 December 2017 and 2016, non-current payables included in Group companies reflect fixed-interest loans obtained from EDP Finance BV amounting to US Dollars 447,403 thousand (Euros 373,054 thousand at 31 December 2017 and Euros 424,441 thousand at 31 December 2016) (see note 8). During 2017, the Company and EDP Finance BV have agreed to modify certain clauses of the debt contract. From an accounting perspective, these modifications have not given rise to significant changes in the existing terms and conditions. At 31 December 2017 an amount of Euros 7,973 thousand is recognised under Balances payable to Group companies and associates on account of
commissions for the aforementioned modification, of which Euros 2,445 thousand is recorded as current and will be taken to the income statement in 2018.
Current payables to group companies at 31 December 2016 comprise accounts payable to two Polish group companies as a result of the transfer of two cross interest rate swaps to the group company EDP Renewables Europe, S.L.U.
The terms and conditions of loans and payables are as follows:
| THOUSAND EUROS |
2017 CARRYING AMOUNT |
|||||||
|---|---|---|---|---|---|---|---|---|
| TYPE | CURRENCY | EFFECTIVE RATE |
NOMINAL RATE |
MATURITY | NOMINAL AMOUNT |
CURRENT | NON CURRENT |
|
| Group | USD | 4.99% | 4.42% | 2023 | 377,054 | -2,445 | 367,526 | |
| TOTAL | 377,054 | -2,445 | 367,526 |
| THOUSAND EUROS |
2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| TYPE | CURRENCY | EFFECTIVE | NOMINAL | MATURITY | NOMINAL | CURRENT | CARRYING AMOUNT NON |
|
| RATE | RATE | AMOUNT | CURRENT | |||||
| Group | USD | 4.57% | 4.57% | 2018 | 424,441 | - | 424,441 | |
| TOTAL | 424,441 | - | 424,441 |
Details of trade and other payables are as follows:
| THOUSAND EUROS | CURRENT | |
|---|---|---|
| GROUP | 2017 | 2016 |
| Suppliers | 4,304 | 10,414 |
| Payables | 4,263 | 1,954 |
| Total | 8,567 | 12,368 |
| Unrelated parties | ||
| Trade payables | 4,175 | 1,040 |
| Salaries payable | 3,806 | 4,073 |
| Public entities, other (note 18) | 443 | 404 |
| Total | 8,424 | 5,517 |
| TOTAL | 16,991 | 17,885 |
Suppliers, Group companies in 2017 and 2016 mainly comprise expenses invoiced by EDP - Energías de Portugal, S.A. and EDP - Energías de Portugal, S.A. (Surcursal en España) chiefly for management services.
Payables, Group companies include balances payable to the Parent, EDP - Energías de Portugal S.A., Sucursal en España, for consolidated value added tax amounting to Euros 2,982 thousand in 2017 (Euros 1,954 thousand in 2016) (see note 19).
The classification of financial liabilities by maturity is as follows:
| THOUSAND EUROS | 2017 | ||||||
|---|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | SUBSEQUENT YEARS |
LESS CURRENT PORTION |
TOTAL NON CURRENT |
|
| Derivative financial | 280,364 | 77 | - | 394 | 77,826 | -280,364 | 78,297 |
| instruments | |||||||
| Loans with Group | 227,780 | -2,445 | 124,358 | 119,390 | 126,223 | -227,780 | 367,526 |
| Companies and associates | |||||||
| Trade and other payables | 16,548 | - | - | - | - | -16,548 | - |
| TOTAL FINANCIAL | 524,692 | -2,368 | 124,358 | 119,784 | 204,049 | -524,692 | 445,823 |
| LIABILITIES |

| THOUSAND EUROS | LESS | 2016 TOTAL |
||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2018 | 2019 | 2020 | 2021 | SUBSEQUENT YEARS |
CURRENT PORTION |
NON CURRENT |
|
| Derivative financial instruments |
161,863 | 705,839 | 266 | - | 1,303 | - | -161,863 | 707,408 |
| Loans with Group Companies and associates |
1,310 | 424,441 | - | - | - | - | -1,310 | 424,441 |
| Trade and other payables |
17,481 | - | - | - | - | - | -17,481 | - |
| TOTAL FINANCIAL LIABILITIES |
180,654 | 1,130,280 | 266 | - | 1,303 | - | -180,654 | 1,131,849 |
Details of exchange differences recognised in profit or loss in relation to financial instruments, distinguishing between settled and outstanding transactions, are as follows:
| THOUSAND EUROS | 2017 | 2016 | ||||
|---|---|---|---|---|---|---|
| SETTLED | OUTSTANDING | SETTLED | OUTSTANDING | |||
| Non-current loans with Group companies and associates | - | 51,387 | -3,108 | -13,489 | ||
| Hedging derivatives of net investments in foreign operations | 66,579 | 348,512 | -14,112 | -113,901 | ||
| Trade and other payables | 11 | - | -40 | - | ||
| TOTAL FINANCIAL LIABILITIES | 66,590 | 399,899 | -17,260 | -127,390 |
Final provision two of Law 31/2014 of 3 December 2014, amending the Spanish Companies Act to introduce improvements to corporate governance, amends additional provision three of Law 15/2010 of 5 July 2010, amending Law 3/2004 of 29 December 2004 establishing measures to combat late payment, to require that all commercial companies expressly disclose average supplier payment periods in the notes to the annual accounts. The following table shows the average supplier payment period, transactions paid ratio, transactions payable ratio, total payments made and total payments outstanding at the reporting date:
| 2017 | 2016 | |
|---|---|---|
| DAYS | DAYS | |
| Average supplier payment period | 23 | 22 |
| Transactions paid ratio | 25 | 30 |
| Transactions payable ratio | 9 | 2 |
| Amount | ||
| TOTAL PAYMENTS MADE | 33,487 | 25,676 |
| TOTAL PAYMENTS OUTSTANDING | 4,364 | 10,159 |
Details of balances with public entities are as follows:
| THOUSAND EUROS | 2017 | 2016 | ||
|---|---|---|---|---|
| NON-CURRENT | CURRENT | NON-CURRENT | CURRENT | |
| Assets | ||||
| Deferred tax assets | 23,208 | - | 23,226 | - |
| Public entities, other | - | 1 | - | - |
| Total | 23,208 | 1 | 23,226 | - |
| Liabilities | ||||
| Deferred tax liabilities | 43,845 | - | 36,831 | - |
| Social Security | - | 248 | - | 206 |
| Withholdings | - | 195 | - | 198 |
| TOTAL | 43,845 | 443 | 36,831 | 404 |
The Company files consolidated income tax and value added tax returns. The parent of this consolidated tax group is EDP-Energías de Portugal, S.A. Sucursal en España. At 31 December 2017 the Company has recognised income tax receivable of Euros 33,289 thousand (Euros 28,604 thousand in 2016) and VAT payable of Euros 2,982 thousand (Euros 1,954 thousand receivable in 2016). These amounts have been recognised under other receivables and other payables in the balance sheet (see notes 10 (d) and 17 (d)).
In 2016, the taxation authorities concluded the inspection of the consolidated tax group's income taxes for 2009 to 2011 and its VAT returns from June 2010 to December 2011, without it having had a significant impact in 2016.
In accordance with prevailing legislation, taxes cannot be considered definitive until they have been inspected by the taxation authorities or the inspection period has elapsed. Taking into account the aforementioned inspection period, at 31 December 2017 the Company has the following main applicable taxes open to inspection:
| TAX | YEARS OPEN TO INSPECTION |
|---|---|
| Corporate income tax | 2013-2016 |
| Value added tax | 2013-2016 |
| Personal income tax | 2014-2017 |
| Capital gains tax | 2014-2017 |
| Tax on economic activities | 2014-2017 |
| Social Security | 2014-2017 |
| Non-residents | 2014-2017 |
Due to the treatment permitted by fiscal legislation of certain transactions, additional tax liabilities could arise in the event of an inspection. In any case, the Parent's directors do not consider that any such liabilities that could arise would have a significant effect on the annual accounts.
The Company files consolidated tax returns as part of the group headed by EDP Energías de Portugal, S.A. Sucursal en España.A reconciliation of net income and expenses for the year with taxable income is as follows:
| THOUSAND EUROS | 2017 | ||||||
|---|---|---|---|---|---|---|---|
| INCOME STATEMENT | INCOME AND EXPENSE | ||||||
| RECOGNISED IN EQUITY | TOTAL | ||||||
| INCREASES | DECREASES | NET | INCREASES | DECREASES | NET | ||
| PROFIT/(LOSS) FOR THE YEAR | 113,383 | -831 | 112,552 | ||||
| Corporate income tax | -25,980 | -277 | 26,257 | ||||
| Profit before income tax | 87,403 | - 1,108 |
86,295 | ||||
| Permanent differences | |||||||
| Individual company | 37 | - | 37 | - | - | - | 37 |
| Consolidation adjustments | - | -191,360 | -191,360 | - | - | - | -191,360 |
| Temporary differences: | |||||||
| originating in current year | - | - | - | - | 1,108 | 1,108 | 1,108 |
| originating in prior years | - | -29,233 | -29,233 | - | - | - | -29,233 |
| TAXABLE INCOME | -133,153 | -133,153 |
| THOUSAND EUROS | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| INCOME STATEMENT | INCOME AND EXPENSE RECOGNISED | ||||||
| INCREASES | DECREASES | NET | INCREASES | IN EQUITY DECREASES |
NET | TOTAL | |
| PROFIT/(LOSS) FOR THE YEAR | 19,015 | 831 | 19,846 | ||||
| Corporate income tax | -12,442 | 277 | -12,165 | ||||
| Profit before income tax | 6,573 | 1,108 | 7,681 | ||||
| Permanent differences | |||||||
| Individual company | 31 | -182 | -151 | - | - | - | -151 |
| Consolidation adjustments | 321 | -91,923 | -91,602 | - | - | - | -91,602 |
| Temporary differences: | |||||||
| originating in current year | - | - | - | -1,108 | -1,108 | -1,108 | |
| originating in prior years | - | -29,232 | -29,232 | - | - | -29,232 | |
| TAXABLE INCOME | -114,412 | -114,412 |
Decreases due to permanent differences in 2017 mainly reflect dividends of Euros 186,180 thousand (Euros 79,745 thousand in 2016) received from EDP Renewables Europe S.L.U., and Euros 5,180 thousand from EDP Renováveis Servicios Financieros S.A. (Euros 12,178 thousand in 2016). Increases due to permanent differences in 2016 reflect impairment of the investment held in South Africa Wind & Solar Power S.L. and other provisions.
Decreases due to temporary differences in 2017 and 2016 mainly reflect the tax amortisation of the financial goodwill of EDPR NA.
The relationship between tax income and accounting profit for the year is as follows:
| THOUSAND EUROS | 2017 | ||
|---|---|---|---|
| GAINS AND LOSSES |
EQUITY NET |
TOTAL | |
| Profit/(loss) for the year before tax | 87,403 | - | 139,633 |
| Tax at 25% | 21,851 | - | 34,841 |
| Non-deductible expenses | - | ||
| Provisions | 9 | - | 9 |
| Non-taxable income | |||
| Dividends | -47,840 | - | -47,840 |
| Income tax expense/(income) | -25,980 | - | -25,980 |
| THOUSAND EUROS | 2016 | ||
|---|---|---|---|
| GAINS AND LOSSES |
EQUITY | TOTAL | |
| Profit/(loss) for the year before tax | 6,573 | - | 6,573 |
| Tax at 25% | 1,643 | - | 1,643 |
| Non-deductible expenses | |||
| Provisions | 43 | - | 43 |
| Non-taxable income | |||
| Dividends | -22,981 | - | -22,981 |
| Prior years' adjustments | 1,972 | - | 1,972 |
| Tax payable following inspection | 6,881 | - | 6,881 |
| Income tax expense/(income) | -12,442 | - | -12,442 |
Details of income tax income are as follows:
| THOUSAND EUROS | 2017 | 2016 |
|---|---|---|
| Current income tax | ||
| Present year | -33,289 | -28,603 |
| Prior years' adjustments | - | 1,972 |
| Other | - | 6,881 |
| Total | -33,289 | -19,750 |
| Deferred tax | ||
| Source and reversal of temporary differences | - | |
| Tax amortisation of EDPR NA goodwill | 7,291 | 7,290 |
| Non-deductible amortisation | 18 | 18 |
| Total | 7,309 | 7,308 |
| Total | -25,980 | -12,442 |
Details of deferred tax assets and liabilities by type of asset and liability are as follows:
| THOUSAND EUROS | ASSETS | LIABILITIES | NET | |||
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| Tax loss carryforwards | 6,256 | 6,256 | - | - | 6,256 | 6,256 |
| Tax amortisation of EDPR NA goodwill | - | - | -43,845 | -36,554 | -43,845 | -36,554 |
| Grants | - | - | - | -277 | - | -277 |
| Non-deductible amortisation | 153 | 171 | - | - | 153 | 171 |
| Limited deductibility of finance costs under RD 12/2012 | 16,779 | 16,799 | - | - | 16,799 | 16,799 |
| TOTAL ASSETS/LIABILITIES | 23,208 | 23,226 | -43,845 | -36,831 | -20,637 | -13,605 |
Details of deferred tax assets and liabilities that are expected to be realised or reversed in periods exceeding 12 months are as follows:
| THOUSAND EUROS | 2017 | 2016 |
|---|---|---|
| Tax loss carryforwards | 6,256 | 6,256 |
| Tax amortisation of EDPR NA goodwill | -43,844 | -36,554 |
| Grants | - | -277 |
| Limited deductibility of finance costs under RD 12/2012 | 16,799 | 16,799 |
| NET | -20,789 | -13,776 |
Given that the Company's activities to develop, construct and operate energy production facilities are carried out through Group companies rather than directly, the Company does not consider it necessary to make investments to prevent or correct any impact on the environment or make any environmental provisions.
However, on behalf of Group companies, the Company has invested in a number of environmental studies required by prevailing legislation during the development of new facilities and has taken the appropriate preventative, corrective and supplementary measures, which have been recognised as an increase in property, plant and equipment under construction.
These annual accounts do not include any environmental costs.
The directors consider that no significant environmental contingencies exist.
Balances receivable from and payable to Group companies and related parties, including key management personnel and directors, and the main details of these balances, are disclosed in notes 10 and 17 (a).
Details of balances by category are as follows:
| THOUSAND EUROS | 2017 | ||
|---|---|---|---|
| PARENT | GROUP COMPANIES | TOTAL | |
| Non-current investments in Group companies | - | 7,007,831 | 7,007,831 |
| Derivatives | 2,079 | 4,135 | 6,214 |
| Total non-current assets | 2,079 | 7,011,966 | 7,014,045 |
| Trade and other receivables | 193 | 59,244 | 59,437 |
| Derivatives | 1,546 | - | 1,546 |
| Cash | - | 9,387 | 9,387 |
| Total current assets | 1,739 | 68,631 | 70,370 |
| Total assets | 3,818 | 7,080,597 | 7,084,415 |
| Non-current payables (derivatives) | 471 | 77,826 | 78,297 |
| Group companies, non-current | - | 365,081 | 365,081 |
| Total non-current liabilities | 471 | 442,907 | 443,378 |
| Current accounts with Group companies | - | 222,966 | 222,966 |
| Current payables to Group companies | 720 | 6,539 | 7,259 |
| Current derivatives | 280,364 | - | 280,364 |
| Trade and other payables | 6,219 | 2,348 | 8,567 |
| Total current liabilities | 287,303 | 231,853 | 519,156 |
| Total liabilities | 287,774 | 674,760 | 962,534 |
| THOUSAND EUROS | 2016 | ||
|---|---|---|---|
| PARENT | GROUP COMPANIES | TOTAL | |
| Non-current investments in Group companies | - | 7,207,378 | 7,207,378 |
| Derivatives | - | - | - |
| Total non-current assets | 7,207,378 | 7,207,378 | |
| Trade and other receivables | 28,793 | 24,082 | 52,875 |
| Current investments | - | 92 | 92 |
| Derivatives | 10,036 | - | 10,036 |
| Cash | - | 223,998 | 223,998 |
| Total current assets | 38,829 | 248,172 | 287,001 |
| Total assets | 38,829 | 7,455,520 | 7,494,379 |
| Non-current payables (derivatives) | 511,810 | 195,598 | 707,408 |
| Group companies, non-current | - | 424,441 | 424,441 |
| Total non-current liabilities | 511,810 | 620,039 | 1,131,849 |
| Current accounts with Group companies | - | 142,607 | 142,607 |
| Current payables | 159,134 | 4,039 | 163,173 |
| Trade and other payables | 8,735 | 1,679 | 10,414 |
| Other payables | 1,954 | - | 1,954 |
| Total current liabilities | 169,823 | 150,971 | 320,794 |
| Total liabilities | 681,633 | 771,010 | 1,452,643 |
At 31 December 2017 and 2016 all derivative financial instruments held by the Company have been arranged with Group companies.
The Company's transactions with related parties are as follows:
| THOUSAND EUROS | 2017 | |||
|---|---|---|---|---|
| PARENT | GROUP COMPANIES |
DIRECTORS | TOTAL | |
| Income | ||||
| Other services rendered | - | 22,001 | - | 22,001 |
| Other income | 193 | 96 | - | 289 |
| Finance income (notes 9 and 21 (a)) | - | 705 | - | 705 |
| Dividends (notes 9 and 21 (a)) | - | 191,360 | - | 191,360 |
| Gains on disposal of | - | 1,976 | - | 1,976 |
| financial instruments | ||||
| Total | 193 | 216,138 | - | 216,331 |
| Expenses | ||||
| Operating lease expenses and royalties |
-704 | -15 | - | -719 |
| Other services received | -7,923 | -2,006 | - | -9,929 |
| Salaries | - | - | -1,513 | -1,513 |
| Finance costs (note 15) | -49,415 | -41,013 | - | -90,428 |
| Losses on disposal of financial instruments |
-1,581 | - | - | -1,581 |
| TOTAL | -59,623 | -43,034 | -1,513 | -104,170 |
| THOUSAND EUROS | 2016 | |||
|---|---|---|---|---|
| PARENT | GROUP COMPANIES |
DIRECTORS | TOTAL | |
| Income | ||||
| Other services rendered | 72 | 18,456 | - | 18,528 |
| Other income | 156 | 150 | - | 306 |
| Finance income (notes 9 and 21 (a)) | - | 3,768 | - | 3,768 |
| Dividends (notes 9 and 21 (a)) | - | 91,923 | - | 91,923 |
| Changes in fair value of financial instruments |
1,810 | - | - | 1,810 |
| Gains on disposal of financial instruments |
- | 33,975 | - | 33,975 |
| Total | 2,038 | 148,272 | - | 150,310 |
| Expenses | ||||
| Operating lease expenses and royalties |
-671 | - | - | -671 |
| Other services received | -8,334 | -1,718 | - | -10,052 |
| Personnel expense | ||||
| Salaries | - | - | -1,364 | -1,364 |
| Finance costs (note 15) | -38,972 | -38,072 | - | -77,044 |
| Changes in fair value | - | -1,810 | - | -1,810 |
| of financial instruments | ||||
| Losses on disposal of | - | -13,864 | - | -13,864 |
| financial instruments | ||||
| TOTAL | -47,977 | -55,464 | -1,364 | -104,805 |
Other services rendered basically derive from two management support service contracts arranged with EDP Renewables Europe S.L.U and EDP Renewables North America, LLC in 2013.
Dividends reflect dividends distributed by EDP Renewables Europe S.L.U. and EDP Renováveis Servicios Financieros, S.A.
Operating lease expenses and royalties essentially reflect the lease payments for the Company's offices.
Other services received comprise various management services, specifically for loan of personnel and other items.
The change in fair value of financial instruments in 2016 corresponds to the change in value of three mirror cross interest rate swaps totalling Euros 235,069 thousand from PLN, equivalent to Euros 57,000 thousand (see note 11). These financial instruments have been settled during 2017, generating revenue and expenses on disposal amounting to Euros 1,581 thousand.
Gains and losses on disposal of financial instruments during 2016 amounting to a net gain of Euros 20,111 thousand reflect monthly settlements of EUR/USD forward exchange contracts arranged during the period with a nominal value of USD 316,000 thousand (see note 11).
In 2017 the directors of the Company have accrued remuneration of Euros 739 thousand (Euros 723 thousand in 2016) in respect of their position as directors.
On 4 May 2011 an executive management services contract was entered into between EDP Energías de Portugal, S.A. and the Company, effective from 18 March 2011. This contract stipulates the conditions under which EDP Energías de Portugal, S.A. renders executive management services to the Company, including matters relating to its day-to-day administration. By virtue of this contract, EDP Energías de Portugal, S.A. appoints three members of the Company's executive committee, for which the Company pays an amount determined by the remuneration committee.
Pursuant to this contract, the Company has recognised payments for management services provided totalling Euros 621 thousand in 2017 and Euros 1,132 thousand in 2016 (fixed and variable remuneration) as other services, under external services in the accompanying income statement.
In the case of members of the Executive Board who are also directors (Miguel Amaro, CFO until September 2017; Duarte Melo de Castro Bello, COO for Europe and Brazil from September 2017; João Paulo Costeira, Director of Offshore Operations and Digital Strategy; Gabriel Alonso, Director of NA Operations up to September 2017; and Miguel Ángel Prado Balboa, Director of NA Operations from September 2017), employment contracts were signed with EDP Energías de Portugal SA Sucursal en España (Miguel Dias Amaro up to September 2017, Duarte Melo de Castro Bello from September 2017 and João Paulo Costeira) and with EDP Renewables North America, LLC (Gabriel Alonso up to September 2017 and Miguel Ángel Prado Balboa from September 2017), who have received monetary remuneration of Euros 774 thousand in 2017 (Euros 641 thousand in 2016), which was invoiced to the Company by EDP Energías de Portugal, S.A. Sucursal en España on account of the executive functions they carry out in the Company. No significant non-monetary remuneration was paid in 2017 or 2016. Pension plan contributions made on behalf of members of the executive committee (except for the managing director) range from 3% to 6% of their annual salary.
The directors and key management personnel have not received any loans or advances nor has the Company extended any guarantees on their behalf. The Company has no pension or life insurance obligations with its former or current directors in 2017 or 2016.
The Company has a civil liability insurance policy that covers its directors. In 2017, an expense of Euros 17 thousand has been recorded.
In 2017 and 2016 the directors of the Company have not carried out any transactions other than ordinary business with the Company or applied terms that differ from market conditions.
The directors of the Company and their related parties have had no conflicts of interest requiring disclosure in accordance with article 229 of the Revised Spanish Companies Act.
Details of revenues by category of activity and geographical market are as follows:
| THOUSAND EUROS |
DOMESTIC | REST OF EUROPE | NORTH AMERICA | BRAZIL | TOTAL | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| Other services | 15,555 | 15,025 | - | - | 6,446 | 3,503 | - | - | 22,001 | 18,528 |
| Finance income | 191,360 | 91,923 | - | - | - | - | - | 191,360 | 91,923 | |
| TOTAL | 206,915 | 106,948 | - | - | 6,446 | 3,503 | - | - | 213,361 | 110,451 |

Details of income and expenses denominated in foreign currencies are as follows:
| THOUSAND EUROS | 2017 | 2016 |
|---|---|---|
| Expense | ||
| Finance costs | -22,535 | -19,770 |
| TOTAL | -22,535 | -19,770 |
The Company's main foreign currency transactions are carried out in US Dollars.
Details of the employee benefit expense are as follows:
| THOUSAND EUROS | 2017 | 2016 |
|---|---|---|
| Employee benefit expense | ||
| Social Security payable by the company | 2,140 | 1,952 |
| Other employee benefit expenses | 785 | 719 |
| TOTAL | 2,925 | 2,671 |
Details of external services are as follows:
| THOUSAND EUROS | 2017 | 2016 |
|---|---|---|
| Leases | 866 | 820 |
| Independent professional services | 4,960 | 2,482 |
| Advertising and publicity | 893 | 738 |
| Other services | 12,089 | 12,705 |
| TOTAL | 18,808 | 16,745 |
Leases mainly reflect the rental of the Company's offices. There are no non-cancellable payments at 31 December 2017 and 2016.
Other services primarily comprise management support, communications and maintenance expenses, as well as travel costs.
At 31 December 2017 the Company has commitments to purchase external services amounting to Euros 1,584 thousand within one year (Euros 1,611 thousand in 2016). Furthermore, in 2017 it has commitments to purchase external services within two years, which amount to Euros 118 thousand. (There were no commitments in 2016).
The average headcount of the Company in 2017 and 2016, distributed by category, is as follows:
| NUMBER | 2017 | 2016 |
|---|---|---|
| Management | 25 | 26 |
| Senior technicians | 122 | 108 |
| Technicians | 14 | 13 |
| Administrative staff | 7 | 6 |
| TOTAL | 168 | 153 |
At year end the distribution by gender of Company personnel is as follows:
| NUMBER | MEN | WOMEN | MEN | WOMEN |
|---|---|---|---|---|
| Management | 17 | 7 | 18 | 8 |
| Senior technicians | 67 | 52 | 65 | 48 |
| Technicians | 10 | 4 | 9 | 4 |
| Administrative staff | 5 | 3 | 4 | 2 |
| TOTAL | 99 | 66 | 96 | 62 |
In 2017 and 2016 the board of directors had 16 male members and one female.
The Company does not have employees with disabilities equal to or greater than 33% during 2017 and 2016. However, the Company outsources certain services to companies that hold exemption certificates.
KPMG Auditores, S.L., the auditor of the Company's individual and consolidated annual accounts, have invoiced the following fees and expenses for professional services during the years ended 31 December 2017 and 2016:
| THOUSAND EUROS | 2017 | 2016 |
|---|---|---|
| Audit services, individual and consolidated annual accounts | 62 | 64 |
| Audit-related services | 94 | 97 |
| Assurance services | - | 7 |
| Review services for internal control over financial reporting | 153 | 153 |
| Other services | 41 | 41 |
| TOTAL | 350 | 362 |
The amounts detailed in the above table include the total fees for services rendered in 2017 and 2016.
Audit-related services include quarterly limited reviews and other services related to the incorporation of a YieldCo in 2016, which was ultimately not listed on the Spanish stock exchange.
Other companies related to KPMG International have invoiced the Company as follows:
| 2017 | 2016 |
|---|---|
| 11 | - |
| 11 | - |
At 31 December 2017 the Company has deposited guarantees with financial institutions on behalf of Group companies amounting to Euros 1,659 million (Euros 506 million in 2016), including guarantees of US Dollars 874 million (US Dollars 267 million in 2016).
The Company's directors do not expect any significant liabilities to arise from these guarantees.
No economic or financial events have taken place since the reporting date that have affected the financial statements or position of the Company.

| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED | ADDRESS % DIRECT INTEREST |
% INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE | CAPITAL RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| EDP RENEWABLES EUROPE, S.L.U. |
Oviedo, Spain |
100% | - | Kpmg | Holding 249,499 2,120,623 | - | 123,841 123,841 2,493,963 | ||||
| EDP Renovables España, S.L. | Spain | - | 100% | Kpmg Holding, construction and wind energy production |
46,128 | 597,502 | 745 | 37,446 37,446 | 681,821 | ||
| EDPR Polska, Sp.z.o.o. | Poland | - | 100% | Kpmg Holding and wind energy production 121,284 |
106,575 | - | 10,289 10,289 | 238,148 | |||
| EDPR International Investmets, B.V. |
Netherlands | - | 100% | Kpmg | Holding | 20 | 23,012 | - | 4,989 | 4,989 | 28,021 |
| Greenwind, S.A. | Belgium | 0.02% | 50.98% | Kpmg Wind energy production | 24,924 | 18,915 | 4,553 | 4,553 | 48,392 | ||
| EDPR France Holding SAS | France | - | 100% | Kpmg | Holding | 8,500 | 8,576 | - | -3,191 | -3,191 | 13,885 |
| EDP Renewables SGPS,Sa EDP Renewables Belgium,S.A |
Portugal Belgium |
- 0.16% |
100% 99.84% |
Kpmg Kpmg |
Holding Holding |
50 62 |
10 -906 |
- - |
-250 | 137,960 137,960 -250 |
138,020 -1,094 |
| EDPR Portugal , S.A. | Portugal | - | 51% | Kpmg Holding and wind energy production |
7,500 | 48,968 4,947 | 59,826 59,826 | 121,241 | |||
| EDPR PT-Promocao e Operacao,S.A |
Portugal | - | 100% | Kpmg | Wind: Wind farm development |
50 | 7,045 | 2 | -778 | -778 | 6,319 |
| EDP Renowables France, SAS | France | - | 51% | Kpmg | Holding 151,704 | -32,040 | - | 9,179 | 9,179 | 128,843 | |
| EDPR Ro Pv,S.r.l | Romania | 0.05% | 99.95% Unaudited Wind energy production | 55,935 | -2,487 | - | -380 | -380 | 53,068 | ||
| Cernavoda Power,S.A | Romania | - | 85% | Kpmg Wind energy production | 83,454 | -27,989 | - | 3,425 | 3,425 | 58,890 | |
| VS Wind Farm S.A. | Romania | - | 85% | Kpmg Wind energy production | 53,740 | -12,550 | - | 4,342 | 4,342 | 45,532 | |
| Pestera Wind Farm, S.A. | Romania | - | 85% | Kpmg Wind energy production | 67,111 | -30,142 | - | 3,212 | 3,212 | 40,180 | |
| EDPR Romania, S.R.L. | Romania | - | 99.99% | Kpmg Wind energy production 208,827 | -20,539 | - | 12,685 12,685 | 200,937 | |||
| Sibioara Wind Farm,S.r.L | Romania | - | 85% | Kpmg Wind energy production | 20,361 | -12,832 | - | 661 | 661 | 8,190 | |
| Vanju Mare Solar,S.r.l | Romania | 0.05% | 99.95% | Kpmg | Photovoltaic energy production |
9,611 | 1,293 | - | 944 | 944 | 11,848 |
| Studina Solar,S.r.l | Romania | 0.05% | 99.95% | Kpmg | Photovoltaic energy production |
7,988 | 2,542 | - | 1,130 | 1,130 | 11,659 |
| Cujmir Solar, S.r.l | Romania | 0.05% | 99.95% | Kpmg | Photovoltaic energy production |
10,393 | 2,845 | - | 1,486 | 1,486 | 14,724 |
| Potelu Solar,S.r.l | Romania | 0.05% | 99.95% | Kpmg | Photovoltaic energy production |
7,574 | 2,104 | - | 860 | 860 | 10,538 |
| Foton Delta,S.r.l | Romania | 0.05% | 99.95% | Kpmg | Photovoltaic energy production |
3,556 | 1,065 | - | 331 | 331 | 4,953 |
| Foton Epsilon,S.r.l | Romania | 0.05% | 99.95% | Kpmg | Photovoltaic energy production |
4,302 | 3,081 | - | 880 | 880 | 8,263 |
| Gravitangle-Fotovoltaica Unipessoal,Lda |
Portugal | - | 100% | Kpmg | Photovoltaic energy production |
5 | 1,550 | - | 553 | 553 | 2,108 |
| EDP Renowables Italia,S.r.l | Italy | - | 51% | Kpmg Holding and wind energy production |
34,439 | 8,340 | - | 10,331 10,331 | 53,110 | ||
| EDPR Uk Limited | United Kingdom |
- | 100% | Kpmg | Holding | 10,785 | 68,908 | - | -1,442 | -1,442 | 78,250 |
| EDP Renovaveis Servicios Financieros.S.A |
Spain 70.01% | 29.99% | Kpmg Other economic activities | 84,691 | 318,534 | - | 7,671 | 7,671 | 410,897 | ||
| Parque Eólico Santa Quiteria, S.L. |
Spain | - | 84% | Kpmg Wind energy production | 63 | 17,619 | - | 1,441 | 1,441 | 19,123 | |
| Eólica La Janda, SL | Spain | - | 100% | Kpmg Wind energy production | 4,525 | 10,802 | - | 14,458 14,458 | 29,785 | ||
| Eólica Fontesilva, S.L. | Spain | - | 100% | Kpmg Wind energy production | 6,860 | 6,105 | - | 1,196 | 1,196 | 14,161 | |
| EDPR Yield S.A.U Parque Eólico Altos del Voltoya |
Spain | - | 100% | Kpmg Wind energy production | 99,405 | 354,162 | - | 34,525 34,525 | 488,093 | ||
| S.A. | Spain | - | 92.50% | Kpmg Wind energy production | 6,434 | 12,040 | 50 | 1,400 | 1,400 | 19,925 | |
| Eólica La Brújula, S.A | Spain | - | 100% | Kpmg Wind energy production | 3,294 | 16,095 | - | 2,392 | 2,392 | 21,781 | |
| Eólica Arlanzón S.A. Eolica Campollano S.A. |
Spain Spain |
- - |
85% 75% |
Kpmg Wind energy production Kpmg Wind energy production |
4,509 6,560 |
8,665 18,091 |
-11 -85 |
982 2,524 |
982 2,524 |
14,146 27,090 |
|
| Parque Eólico La Sotonera S.L. | Spain | - | 69.84% | Kpmg Wind energy production | 2,000 | 5,997 | - | 1,335 | 1,335 | 9,332 | |
| Korsze Wind Farm,SP.z.o.o | Poland | - | 51% | Kpmg Wind energy production | 10,832 | 11,691 | - | 4,395 | 4,395 | 26,919 | |
| Eólica Don Quijote, S.L. | Spain | - | 51% | Kpmg Wind energy production | 3 | -1,441 | - | 2,714 | 2,714 | 1,276 | |
| Eólica Dulcinea, S.L. | Spain | - | 51% | Kpmg Wind energy production | 10 | -1,029 | - | 1,518 | 1,518 | 499 | |
| Eólica Sierra de Avila, S.L. | Spain | - | 100% | Kpmg Wind energy production | 12,977 | 20,174 | - | 2,532 | 2,532 | 35,684 | |
| Eólica de Radona, S.L. | Spain | - | 51% | Kpmg Wind energy production | 22,088 | -871 | - | 1,924 | 1,924 | 23,141 | |
| Eolica Alfoz, S.L. | Spain | - | 51% | Kpmg Wind energy production | 8,480 | 15,132 | - | 8,661 | 8,661 | 32,273 | |
| Eólica La Navica, SL | Spain | - | 51% | Kpmg Wind energy production | 10 | -281 | - | 2,454 | 2,454 | 2,183 | |
| Radzeijów wind farm SP.z.o.o | Poland | - | 51% | Kpmg Wind energy production | 7,696 | -2,810 | - | -1,363 | -1,363 | 3,522 | |
| MFW Neptun Sp.zo.o | Poland | - | 100% Unaudited Wind energy production | 61 | -48 | - | -2 | -2 | 11 | ||
| Wincap S.R.L Renovables Castilla La Mancha, |
Italy Madrid |
- - |
100% 90% |
Kpmg Wind energy production Kpmg Wind energy production |
2,550 60 |
1,175 995 |
- - |
-134 1,743 |
-134 1,743 |
3,591 2,799 |
|
| S.A. Monts de la Madeleine |
France | - | 100% | Kpmg Wind energy production | 37 | -14 | - | 10 | 10 | 33 | |
| Energie,SA.S Monts du Forez Energie,SAS |
France | - | 100% | Kpmg Wind energy production | 37 | -26 | - | -7 | -7 | 4 | |
| Pietragalla Eólico,S.R.L | Italy | - | 51% | Kpmg Wind energy production | 15 | 3,058 | - | 3,215 | 3,215 | 6,287 | |
| Bourbriac II SAS | France | - | 100% | Kpmg Wind energy production | 1 | -6 | - | -7 | -7 | -12 |
| THOUSAND EUROS | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED | ADDRESS % DIRECT INTEREST |
% INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE | CAPITAL RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
|
| Parc Eolien de Montagne Fayel | France | - | 51% | Kpmg Wind energy production | 37 | 844 | - | 711 | 711 | 1,592 | ||
| S.A.S Molen Wind II sp.Z.o.o |
Poland | - | 51% | Kpmg Wind energy production | 4 | 9,239 1,559 | 429 | 429 | 11,231 | |||
| Laterza Wind, SRL | Italy | - | 100% Unaudited Wind energy production | 17 | -18 | - | -2 | -2 | -3 | |||
| Acampo Arias, SL | Spain | - | 100% | Kpmg Wind energy production | 3,314 | 248 | - | 830 | 830 | 4,392 | ||
| SOCPE Sauvageons, SARL | France | - | 75.99% | Kpmg Wind energy production | 1 | 479 | - | 174 | 174 | 653 | ||
| SOCPE Le Mee, SARL | France | - | 75.99% | Kpmg Wind energy production | 1 | 780 | - | 212 | 212 | 992 | ||
| SOCPE Petite Piece, SARL | France | - | 75.99% | Kpmg Wind energy production | 1 | 206 | - | 56 | 56 | 263 | ||
| NEO Plouvien,.S.A.S CE Patay, SAS |
France France |
- - |
51% 26.01% |
Kpmg Wind energy production Kpmg Wind energy production |
5,040 131 |
-2,834 5,899 |
- - |
268 781 |
268 781 |
2,474 6,812 |
||
| Relax Wind Park III, Sp.z.o.o. | Poland | - | 51% | Kpmg Wind energy production | 16,616 | 18,364 | - | -10,775 -10,775 | 24,205 | |||
| Relax Wind Park I, Sp.z.o.o. | Poland | - | 51% | Kpmg Wind energy production | 12,975 | 7,925 -4,917 | 2,624 | 2,624 | 18,606 | |||
| Relax Wind Park IV, Sp.z.o.o. | Poland | - | 100% | Kpmg Wind energy production | 1,252 | -1,141 | - | -2 | -2 | 109 | ||
| Parque Eólico Los Cantales, SLU | Spain | - | 100% | Kpmg Wind energy production | 1,963 | 1,363 | - | 1,884 | 1,884 | 5,210 | ||
| Casellaneta Wind,srl | Italy | - | 100% Unaudited Wind energy production | 16 | -18 | - | -2 | -2 | -4 | |||
| CE Saint Barnabé, SAS | France | - | 26.01% | Kpmg Wind energy production | 96 | 5,727 | - | 785 | 785 | 6,608 | ||
| E Segur, SAS Eolienne D´Etalondes, SARl |
France France |
- - |
26.01% | Kpmg Wind energy production 100% Unaudited Wind energy production |
113 1 |
5,895 -48 |
- - |
756 -4 |
756 -4 |
6,764 -51 |
||
| Eolienne de Saugueuse, SARL | France | - | 26.01% | Kpmg Wind energy production | 1 | 1,454 | - | 680 | 680 | 2,135 | ||
| Parc Eolien Dammarie, SARL | France | - | 51% | Kpmg Wind energy production | 1 | -325 | - | 686 | 686 | 362 | ||
| Parc Éoline de Tarzy, S.A.R.L | France | - | 51% | Kpmg Wind energy production | 1,505 | -485 | - | 280 | 280 | 1,299 | ||
| Parc Eolien des Longs Champs, | France | - | 100% Unaudited Wind energy production | 1 | -90 | - | 4 | 4 | -85 | |||
| SARL Parc Eolien de Mancheville, |
France | - | 100% Unaudited Wind energy production | 1 | -82 | - | -30 | -30 | -111 | |||
| SARL Parc Eolien de Roman, SARL |
France | - | 51% | Kpmg Wind energy production | 1 | 2,975 | - | 400 | 400 | -883 | ||
| Parc Eolien des Vatines, SAS | France | - | 26% | Kpmg Wind energy production | 841 | 310 | - | 173 | 173 | 1,324 | ||
| Parc Eolien de La Hetroye, SAS | France | - | 100% | Kpmg Wind energy production | 37 | -44 | - | -3 | -3 | -10 | ||
| Eolienne de Callengeville, SAS | France | - | 100% | Kpmg Wind energy production | 37 | -39 | - | -5 | -5 | -8 | ||
| Parc Eolien de Varimpre, SAS | France | - | 26.01% | Kpmg Wind energy production | 37 | 1,732 | - | 363 | 363 | 2,132 | ||
| Parc Eolien du Clos Bataille, SAS |
France | - | 26.01% | Kpmg Wind energy production | 410 | 337 | - | 237 | 237 | 984 | ||
| Eólica de Serra das Alturas,S.A | Portugal | - | 25.55% | Kpmg Wind energy production | 50 | 4,468 | - | 1,298 | 1,298 | 5,817 | ||
| Malhadizes- Energia Eólica, SA | Portugal | - | 51% | Kpmg Wind energy production | 50 | 3,806 | - | 2,484 | 2,484 | 6,340 | ||
| Eólica de Montenegrelo, LDA | Portugal | - | 25.55% | Kpmg Wind energy production | 50 | 6,978 | - | 2397 | 2,397 | 9,425 | ||
| Eólica da Alagoa,SA Aplica.Indust de Energias |
Portugal | - | 30.60% | Kpmg Wind energy production | 50 | 3,242 | 685 | 2,054 | 2,054 | 6,031 | ||
| limpias S.L Aprofitament D´Energies |
Spain | - | 61.50% Unaudited Wind energy production | 131 | 655 | - | 583 | 583 | 1,369 | |||
| Renovables de la Tierra Alta S.A |
Spain | - | 60.09% Unaudited Wind energy production | 1,994 | -1,913 | - | -13 | -13 | 68 | |||
| Bon Vent de L´Ebre S.L.U | Spain | - | 51% | Kpmg Wind energy production | 12,600 | -498 | - | 4,597 | 4,597 | 16,699 | ||
| Parc Eólic Serra Voltorera S.l Elektrownia Wiatrowa Kresy I |
Spain | - | 100% | Kpmg Wind energy production | 3,485 | 6,550 | - | 1,097 | 1,097 | 11,105 | ||
| sp zoo | Poland | - | 51% | Kpmg Wind energy production | 20 | 73,678 | 824 | -348 | -348 | 74,172 | ||
| Centrale Eolienne Canet –Pont de Salaras S.A.S |
France | - | 25.96% | Kpmg Wind energy production | 125 | 3,587 | - | 741 | 741 | 4,454 | ||
| Centrale Eolienne de Gueltas Noyal – Pontiv y S.A.S |
France | - | 26.01% | Kpmg Wind energy production | 761 | 4,245 | - | 510 | 510 | 5,516 | ||
| Villa Castelli Wind srl | Verbania | - | 51% | Kpmg Wind energy production | 100 | 10,108 | - | 2,858 | 2,858 | 13,065 | ||
| Centrale Eolienne Neo Truc de L´Homme ,S.A.S |
France | - | 51% | Kpmg Wind energy production | 3,831 | -761 | - | 100 | 100 | 3,170 | ||
| Vallee de Moulin SARL | France | - | 51% | Kpmg Wind energy production | 8,001 | 1,331 | - | 586 | 586 | 9,918 | ||
| Mardelle SARL | France | - | 51% | Kpmg Wind energy production | 3,001 | 491 | - | 124 | 124 | 3,616 | ||
| Quinze Mines SARL | France | - | 75.99% | Kpmg Wind energy production | 1 | -1,855 | - | -227 | -227 | -2,081 | ||
| Desarrollos Eólicos de Teruel SL |
Spain | - | 51% Unaudited Wind energy production | 60 | - | - | - | - | 60 | |||
| Tebar Eólica, S.A | Spain | - | 100% | Bnfx Wind energy production | 4,720 | 952 | - | 895 | 895 | 6,567 | ||
| Par Eólic de Coll de Moro S.L. | Spain | - | 100% | Kpmg Wind energy production | 7,809 | 3,148 -3,476 | 2,747 | 2,747 | 10,228 | |||
| Par Eólic de Torre Madrina S.L. | Spain | - | 100% | Kpmg Wind energy production | 7,755 | 6,837 -3,228 | 3,884 | 3,884 | 15,249 | |||
| Parc Eolic de Vilalba dels Arcs S.L. |
Spain | - | 100% | Kpmg Wind energy production | 3,066 | 5,171 -1,503 | 2,407 | 2,407 | 9,141 | |||
| Bon Vent de Vilalba, SL | Spain | - | 51% | Kpmg Wind energy production | 3,600 | -1,753 | - | 3,260 | 3,260 | 5,107 | ||
| Bon Vent de Corbera, SL | Spain | - | 100% | Kpmg Wind energy production | 7,255 | 12,211 | - | 268 | 268 | 2,474 | ||
| Masovia Wind Farm I s.p. zo.o. | Poland | - | 100% | Kpmg Wind energy production | 351 | 14,236 | - | -66 | -66 | 14,521 | ||
| Farma wiaStarozbery Sp.z.o.o Karpacka mala |
Poland | - | 100% Unaudited Wind energy production | 130 | 4,026 | - | -3,771 | -3,771 | 384 | |||
| Energetyka,sp,z.o.o | Poland | - | 85% Unaudited Wind energy production | -297 | -11 | - | -27 | -27 | -335 | |||
| Edpr Italia holding,S.r.l Re plus – Societa ´a |
Italy | - | 100% | Kpmg Wind energy production | 347 | 10,780 | - | -5,681 | -5,681 | 5,447 | ||
| Responsabilita ´limitada | Italy | - | 100% Unaudited Wind energy production | 100 | -385 | - | -15 | -15 | -300 | |||
| Telfford Offsore Windfarm | United | - | 76.70% Unaudited Wind energy production | - | - | - | - | - | - | |||
| limited Maccoll offshore windfarm |
Kingdom United |
|||||||||||
| limited | Kingdom | - | 76.70% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Stevenson offshore windfarma limited |
United Kingdom |
- | 76.70% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Parc Eolien de Preuseville S.A.R.L |
France | - | 51% | Kpmg Wind energy production | 1 | 717 | - | 337 | 337 | 1,055 | ||
| EDPR Offshore France, S.A.S. | France | - | 100% | Kpmg Wind energy production | - | -1 | - | -1 | -1 | -2 |

| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED | ADDRESS % DIRECT INTEREST |
% INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE | CAPITAL RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| Iberia Aprovechamientos Eólicos, SAU |
Spain | - | 94% | Kpmg Wind energy production | 1,919 | 535 | - | 1,389 | 1,389 | 3,842 | |
| Parc Éolien de boqueho | France | - | 100% | Kpmg Wind energy production | 1 | -10 | - | 222 | 222 | 213 | |
| Pouagat SAS EDP Renewables Italia, S.R.L. |
Italy | - | 51% | Kpmg Wind energy production | 34,439 | 8,340 | - | 10,331 10,331 | 53,110 | ||
| Parc Éolien de Francourville SAS |
France | - | 51% | Kpmg Wind energy production | 1 | 64 | - | 708 | 708 | 773 | |
| Parc Eolien d´Escardes SAS | France | - | 51% | Kpmg Wind energy production | 1 | 583 | - | 557 | 557 | 1,141 | |
| Les Eoliennes en Mer Services, S.A.S |
France | - | 43% | EY | Wind energy production |
17 | 218 | - | 128 | 128 | 363 |
| Stirlingpower, Unipessoal Lda. | Portugal | - | 100% | Kpmg | Photovoltaic energy production |
3 | 227 | - | 203 | 203 | 433 |
| EDPR PT - Parques Eólicos, S.A. | Portugal | - | 51% | Kpmg Wind energy production | 50 | 53,671 | - | 27,165 27,165 | 80,886 | ||
| Eólica do Alto da Lagoa, S.A. Eólica das Serras das Beiras, |
Portugal | - | 51% | Kpmg Wind energy production | 50 | 5,259 | -804 | 2,013 | 2,013 | 6,519 | |
| S.A. | Portugal | - | 51% | Kpmg Wind energy production | 50 | 16,511 -4,833 | 4,458 | 4,458 | 16,186 | ||
| Eólica do Cachopo, S.A. | Portugal | - | 51% | Kpmg Wind energy production | 50 | 3,855 | - | 3,848 | 3,848 | 7,753 | |
| Eólica do Castelo, S.A. | Portugal | - | 51% | Kpmg Wind energy production | 50 | 853 | - | 1,263 | 1,263 | 2,166 | |
| Eólica da Coutada, S.A. | Portugal | - | 51% | Kpmg Wind energy production | 50 | 18,936 -4,998 | 7,249 | 7,249 | 21,286 | ||
| Eólica do Espigão, S.A. Eólica do Sincelo, S.A. |
Portugal Portugal |
- - |
51% 100% |
Kpmg Wind energy production Kpmg Wind energy production |
50 150 |
4,534 | 9,249 -1,012 - |
2,262 -589 |
2,262 -589 |
10,549 4,095 |
|
| Eólica da Linha, S.A. | Portugal | - | 100% | Kpmg Wind energy production | 100 | 4,511 | - | -747 | -747 | 3,863 | |
| Eólica da Lajeira, S.A. | Portugal | - | 51% | Kpmg Wind energy production | 50 | 2,269 | - | 2,995 | 2,995 | 5,315 | |
| Eólica do Alto do Mourisco, S.A. | Portugal | - | 51% | Kpmg Wind energy production | 50 | 2,637 | -718 | 1,418 | 1,418 | 3,388 | |
| Eólica dos Altos dos Salgueiros Guilhado, S.A. |
Portugal | - | 51% | Kpmg Wind energy production | 50 | 1,029 | -300 | 577 | 577 | 1,356 | |
| Eólica do Alto da Teixosa, S.A. | Portugal | - | 51% | Kpmg Wind energy production | 50 | 3,887 -1,172 | 1,425 | 1,425 | 4,190 | ||
| Eólica da Terra do Mato, S.A. | Portugal | - | 51% | Kpmg Wind energy production | 50 | 3,700 -1,574 | 1,726 | 1,726 | 3,901 | ||
| Eólica do Velão, S.A. TACA Wind, S.r.l. |
Portugal Italy |
- - |
51% 100% |
Kpmg Wind energy production Kpmg Wind energy production |
50 1,160 |
991 1,740 |
- - |
2,004 -176 |
2,004 176 |
3,045 2,723 |
|
| EDPR Yield Portugal Services, Unipessoal Lda. |
Portugal | - | 100% | Kpmg | Rendering of services | 3 | -55 | - | -2 | -2 | -54 |
| Vientos de Coahuila, S.A. de C.V. |
Mexico | 0.01% | 99.99% Unaudited Wind energy production | 2 | -16 | - | 30 | -30 | -44 | ||
| Eólica de Coahuila, S.A. de C.V. | Mexico | - | 51% | Kpmg Wind energy production | 5,191 | 780 1,396 | 4,796 | 4,796 | 12,162 | ||
| Parc Éolien de Flavin,S.A.S | France | - | 100% | Kpmg Wind energy production | 1 | - | - | -3 | -3 | -2 | |
| Parc Éolien de Citernes,S.A.S | France | - | 100% | Kpmg Wind energy production | 1 | - | - | -1 | -1 | -1 | |
| Parc Éolien de Prouville,S.A.S Parc Éolien de Louviéres,S.A.S |
France France |
- - |
100% 100% |
Kpmg Wind energy production Kpmg Wind energy production |
1 1 |
- - |
- - |
-1 -2 |
-1 -2 |
-1 -1 |
|
| Parc Éolien de la Champagne Berrichonne,S.A.R.L |
France | - | 100% Unaudited Wind energy production | 4 | 1 | - | 476 | 476 | 481 | ||
| Parc Éolien de Paudy, S.A.S. | France | - | 100% Unaudited Wind energy production | 37 | -26 | - | -23 | -23 | -12 | ||
| Parco Eolico Banzi,S.R.L | Italy | - | 51% | Kpmg Wind energy production | 9,000 | 29,641 | - | 3,756 | 3,756 | 42,397 | |
| Tivano,S.R.L | Italy | - | 75% | Kpmg Wind energy production | 100 | 156 | - | 421 | 421 | 677 | |
| San Mauro, S.R.L | Italy | - | 75% | Kpmg Wind energy production | 70 | 1,645 | - | -84 | -84 | 1,631 | |
| Conza Energia,S.R.L | Italy | - | 100% | Kpmg Wind energy production | 456 | 3,745 | - | -240 | -240 | 3,961 | |
| AW 2,S.r.l Lucus Power,S.r.l |
Italy Italy |
- - |
75% 100% |
Kpmg Wind energy production Kpmg Wind energy production |
100 10 |
1,875 2,400 |
- - |
-126 -157 |
-126 -157 |
1,849 2,253 |
|
| T Power,S.p.A | Italy | - | 100% Baker.T.R | Wind energy production | 1,000 | 2,069 | - | -49 | -49 | 3,020 | |
| Miramit Investments,Sp.z.o.o. | Poland | - | 100% Unaudited Wind energy production | 15 | 188 | - | -2 | -2 | 201 | ||
| EDP Renowables Polska Opco,S.A. |
Poland | - | 100%VGD Audyt | - | 28 | -10 | - | -6 | -6 | 11 | |
| Edp Renewables Polska HOLDCO,S.A |
Poland | - | 51% | Kpmg | Holding | 28 | 253,487 | - | -1,528 | -1,528 | 251,988 |
| EDPR Participaciones,S.L.U | Spain | - | 51% | Kpmg | Holding | 7,969 | 318,229 | - | 27,424 27,424 | 353,622 | |
| Moray Offshore Windfarm (West)Limited |
United Kingdom |
- | 100% Unaudited Wind energy production | - | -259 | - | -14 | -14 | -273 | ||
| Moray Offshore Renewable Power limited |
United Kingdom |
- | 100% Unaudited Wind energy production | 25,929 | -4 | - | 48 | 48 | 25,982 | ||
| EDP RENEWABLES NORTH AMERICA, LLC |
USA | - | 100% Unaudited Wind energy production 3,443,654 | 15,644 | - | -19,789 -19,789 3,440,662 | |||||
| EDPR Servicios de México, S. de R.L. de C.V. |
Mexico | - | 100% Unaudited Wind energy production | 2,257 | (815) | - | -453 | -453 | 1,033 | ||
| Franklin Wind Farm, L.L.C. | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Paulding Wind Farm IV LLC | USA | - | 100% Unaudited Wind energy production | 626 | - | - | -12 | -12 | 615 | ||
| EDPR Solar Ventures II | USA | - | 100% Unaudited | 51,192 | - | - | -84 | -84 | 51,114 | ||
| Rush County Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | 1,916 | - | - | - | - | 1,916 | ||
| Crittenden Wind Farm LLC EDPR South Table LLC |
USA USA |
- - |
100% Unaudited | - 100% Unaudited Wind energy production |
- - |
- - |
- - |
- - |
- - |
- - |
|
| Meadow Lake Solar Park LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Nine Kings Transco LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Sweet Stream Wind Farm LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Coldwater Solar Park LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Cameron Solar LLC | USA | - | 100% | Kpmg | Wind energy production | 26,272 | - | - | -19 | -19 | 26,255 |
| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED | ADDRESS % DIRECT INTEREST |
% INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE | CAPITAL RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| 2017 Sol II LLC | USA | - | 100% | Kpmg Wind energy production 107,489 | - | - | 5 | 5 | 107,494 | ||
| 2017 Vento XVII LLC | USA | - | 100% | Kpmg Wind energy production 299,172 | - | - | -17 | -17 | 299,156 | ||
| EDPR Wind Ventures XVII, L.L.C. |
USA | - | 100% Unaudited | - | - | - | - | - | - | 8,021 | |
| Estill Solar I LLC | USA | - | 100% | Kpmg Wind energy production | 29,015 | - | - | 44 | 44 | 29,062 | |
| Blue Harvest Solar Park LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Paulding Wind Farm V LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| EDPR Offshore North America LLC |
USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Headwaters Wind Farm II LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Poplar Camp Wind Farm LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Prairie Queen Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | 3,069 | - | - | - | - | 3,069 | ||
| Drake Peak Solar Park LLC Avondale Solar Park LLC |
USA USA |
- - |
100% Unaudited 100% Unaudited |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
|
| Meadow Lake Wind Farm VI | USA | - | 100% Unaudited Wind energy production | 8,290 | - | - | -110 | -110 | 8,284 | ||
| LLC | |||||||||||
| Wildcat Creek Wind Farm LLC Indiana Crossroads Wind Farm |
USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Indiana Crossroads Wind Farm LLC II |
USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Waverly Wind Farm II LLC | USA | - | 100% | Kpmg | - | - | - | - | - | - | - |
| Long Holow Wind Farm LLC Castle Valley Wind Farm LLC |
USA USA |
- - |
100% Unaudited 100% Unaudited |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
|
| Spruce Ridge Wind Farm LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Reloj del Sol Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | 50 | - | - | - | - | 50 | ||
| Riverstart Solar park III LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Renville County Wind Farm LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Dry Creek Solar park LLC EDPR CA Solar Park LLC |
USA USA |
- - |
100% Unaudited 100% Unaudited |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
|
| EDPR CA Solar Park II LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Riversart Solar Park IV LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| EDPR CA Solar Park III LLP | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| EDPR CA Solar Park IV LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| EDPR CA Solar Park V LLC EDPR CA Solar Park VI LLC |
USA USA |
- - |
100% Unaudited 100% Unaudited |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
|
| Hog Creek Wind Project LLC | USA | - | 100% Unaudited Wind energy production | 26,127 | - | - | 99 | 99 | 26,220 | ||
| Paulding Wind Farm VI LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| White Stone Solar Park LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Redbed Plains Wind Farm LLC Timber Road Solar Park LLC |
USA USA |
- - |
100% | Kpmg Wind energy production 100% Unaudited Wind energy production |
44,639 - |
-3 - |
- - |
828 - |
828 - |
45,416 - |
|
| 2016 Vento XV LLC | USA | - | 100% | Kpmg | 454,366 | - | - | -103 | -103 | 454,269 | |
| Riverstart Solar Park V LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| 2016 Vento XVI LLC | USA | - | 100% | Kpmg Wind energy production 169,015 | - | - | -103 | -103 | 168,918 | ||
| EDPR Wind Ventures XV LLC EDPR Wind Ventures XVI LLC |
USA USA |
- - |
100% Unaudited Wind energy production 171,065 100% Unaudited Wind energy production |
74,956 | 183 132 |
- - |
880 | 12,254 12,254 880 |
182,788 75,916 |
||
| Meadow Lake Wind Farm VII | |||||||||||
| LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Blue Marmot I LLC | USA | - | 100% Unaudited | - | - | - | - | - | - | - | |
| Blue Marmot II LLC Blue Marmot IV LLC |
USA USA |
- - |
100% Unaudited 100% Unaudited |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
|
| Blue Marmot V LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Blue Marmot VI LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Blue Marmot VII LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Blue Marmot VIII LLC Blue Marmot IX LLC |
USA USA |
- - |
100% Unaudited Wind energy production 100% Unaudited Wind energy production |
- - |
- - |
- - |
- - |
- - |
- - |
||
| Blue Marmot X LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Blue Marmot XI LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Horse Mountain Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Riverstart Solar Park LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Riverstart Solar Park II LLC Riverstart Solar Park III LLC |
USA USA |
- - |
100% Unaudited Wind energy production 100% Unaudited Wind energy production |
- - |
- - |
- - |
- - |
- - |
- - |
||
| Riverstart Solar Park IV LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Hidalgo Wind Farm II LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Long Hollow wind Farm LLC | USA | - | 100% | - Wind energy production | - | - | - | - | - | - | |
| Wind Turbine Prometheus LP Wind Farm LLC |
USA USA |
- - |
100% Unaudited Wind energy production 100% Unaudited Wind energy production 120,414 |
5 | -5 -8,477 |
- - |
- 4,380 |
- 4,380 |
- 116,062 |
||
| Quilt Block Wind Farm LLC | USA | - | 100% | Kpmg Wind energy production | 50,565 | -20 | - | 2,731 | 2,731 | 53,117 | |
| Whitestone Wind Purchasing | USA | - | 100% Unaudited Wind energy production | 2,458 | -1,003 | - | 9 | 9 | 1,463 | ||
| LLC | |||||||||||
| Blue Canyon Windpower V LLC Sagebrush Power Partners LLC |
USA USA |
- - |
51% 100% |
Kpmg Wind energy production Kpmg Wind energy production 136,459 |
59,066 | 46,022 -22,800 |
- - |
7,426 1,633 |
7,436 1,633 |
112,117 115,196 |
|
| Marble River LLC | USA | - | 100% Unaudited Wind energy production 205,099 | 18,786 | - | 5,159 | 5,159 | 229,743 | |||
| Blackstone Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | 90,768 | -1,459 | - | 349 | 349 | 89,638 | ||
| Aroostook Wind Energy LLC | USA | - | 100% Unaudited Wind energy production | 34,898 | -4,490 | - | -10 | -10 | 30,398 |

| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED | ADDRESS % DIRECT INTEREST |
% INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE | CAPITAL RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| Jericho Rise Wind Farm LLC | USA | - | 100% | Kpmg Wind energy production 136,442 | 85 | - | 5,930 | 5,930 | 142,111 | ||
| Martinsdale Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | 3,677 | -26 | - | - | - | 3,651 | ||
| Signal Hill Wind Power Project LLC |
USA | - | 100% Unaudited Wind energy production | 4 | -4 | - | - | - | - | ||
| Tumbleweed Wind Power Project LLC |
USA | - | 100% Unaudited Wind energy production | 3 | -3 | - | - | - | - | ||
| Stinson Mills Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | 3,373 | -83 | - | - | - | 3,290 | ||
| OPQ Property LLC | USA | - | 100% Unaudited Wind energy production | -24 | 145 | - | 26 | 26 | 145 | ||
| Meadow Lake Wind Farm LLC Wheat Field Wind Power Project |
USA | - | 100% Unaudited Wind energy production 183,418 | -11,665 | - | 2,798 | 2,798 | 169,118 | |||
| LLC | USA | - | 51% | Kpmg Wind energy production | 22,018 | 39,791 | - | 5,571 | 5,571 | 67,055 | |
| High Trail Wind Farm LLC Madison Windpower LLC |
USA USA |
- - |
100% 100% |
Kpmg Wind energy production 172,388 Kpmg Wind energy production |
12,776 | 44,604 -806 |
- - |
-898 | 10,114 10,114 -898 |
226,516 3,825 |
|
| Mesquite Wind LLC | USA | - | 100% | Kpmg | Wind energy production | 119,567 | 54,001 | - | 2,891 | 2,891 | 176,290 |
| BC2 Maple Ridge Wind LLC | USA | - | 100% | Kpmg Wind energy production 233,668 | -10,509 | - | -8,680 | -8,680 | 214,985 | ||
| Blue Canyon Windpower II LLC Telocaset Wind Power Partners |
USA | - | 100% | Kpmg Wind energy production | 94,443 | 19,221 | - | -3,824 | -3,842 | 110,046 | |
| LLC | USA | - | 51% | Kpmg Wind energy production | 45,631 | 44,814 | - | 6,463 | 6,463 | 96,531 | |
| Post Oak Wind LLC High Prairie Wind Farm II LLC |
USA USA |
- - |
51% 51% |
Kpmg Wind energy production 140,025 Kpmg Wind energy production |
71,138 | 57,850 12,881 |
- - |
3,622 4,123 |
3,622 4,123 |
201,286 87,902 |
|
| Old Trail Wind Farm LLC | USA | - | 51% | Kpmg Wind energy production 185,739 | 35,193 | - | 15,171 15,171 | 235,218 | |||
| Cloud County Wind Farm LLC | USA | - | 51% | Kpmg Wind energy production 171,389 | 15,379 | - | 6,101 | 6,101 | 192,514 | ||
| Pioneer Prairie Wind Farm I LLC | USA | - | 51% | Kpmg Wind energy production 266,245 | 57,245 | - | 21,107 21,107 | 343,366 | |||
| Arlington Wind Power Project LLC |
USA | - | 51% | Kpmg Wind energy production | 88,250 | 11,915 | - | 2,123 | 2,123 | 102,165 | |
| Rail Splitter Wind Farm LLC | USA | - | 100% | Kpmg Wind energy production 173,055 | -36,718 | - | -3,032 | -3,032 | 133,482 | ||
| Hampton Solar II LLC Meadow Lake Wind Farm VII |
USA | - | 100% | Kpmg Wind energy production | 23,393 | - | - | 17 | 17 | 27,409 | |
| LLC | USA | - | 100% | Kpmg Wind energy production 134,044 | -12,095 | - | 124 | 124 | 122,066 | ||
| Black Prairie Wind Farm LLC Meadow Lake Wind Farm IV |
USA | - | 100% Unaudited Wind energy production | 5,347 | -2 | - | - | - | 5,345 | ||
| LLC | USA | - | 100% Unaudited Wind energy production | 85,311 | -4,973 | - | -550 | -550 | 79,820 | ||
| Blackstone Wind Farm II LLC Saddleback Wind Power Project |
USA | - | 100% Unaudited Wind energy production 195,024 | -5,910 | - | 5,414 | 5,414 | 194,212 | |||
| LLC Meadow Lake Wind Farm III |
USA | - | 100% Unaudited Wind energy production | 2,086 | -358 | - | - | - | 1,729 | ||
| LLC | USA | - | 100% Unaudited Wind energy production | 95,238 | 319 | - | 474 | 474 | 96,003 | ||
| 2007 Vento I LLC | USA | - | 100% | Kpmg Wind energy production 564,553 | 25,759 | - | 10,562 10,562 | 600,258 | |||
| 2007 Vento II LLC 2008 Vento III LLC |
USA USA |
- - |
51% 51% |
Kpmg Wind energy production 458,666 Kpmg Wind energy production 544,654 |
-4,033 -4,907 |
- - |
-174 -548 |
-174 -548 |
454,469 539,230 |
||
| 2009 Vento IV LLC | USA | - | 100% | Kpmg Wind energy production 175,041 | -832 | - | -127 | -127 | 174,089 | ||
| 2009 Vento V LLC | USA | - | 51% | Kpmg Wind energy production | 60,619 | -827 | - | -126 | -126 | 59,674 | |
| 2009 Vento VI LLC | USA | - | 100% | Kpmg Wind energy production 121,189 | -684 | - | -112 | -112 | 120,399 | ||
| Horizon Wind Ventures I LLC | USA | - | 100% Unaudited Wind energy production 110,974 | 397,788 | - | 9,442 | 9,442 | 517,654 | |||
| Horizon Wind Ventures II LLC Horizon Wind Ventures III LLC |
USA USA |
- - |
100% Unaudited Wind energy production 116,036 51% Unaudited Wind energy production |
20,685 | 10,554 25,692 |
- - |
1,383 4,799 |
1,383 4,799 |
127,893 50,896 |
||
| Horizon Wind Ventures VI LLC | USA | - | 100% Unaudited Wind energy production | 75,392 | - | 1,846 | 1,846 | 83,005 | |||
| Clinton County Wind Farm LLC | USA | - | 100% Unaudited Wind energy production 205,106 | 5,875 -6 |
- | - | - | 205,099 | |||
| Antelope Ridge Wind Power | USA | - | 100% Unaudited Wind energy production | 10,697 | -10,698 | - | - | - | -1 | ||
| Project LLC Lexington Chenoa Wind Farm II |
USA | - | 100% Unaudited Wind energy production | 501 | -501 | - | - | - | - | ||
| LLC Blackstone Wind Farm III LLC |
USA | - | 100% Unaudited Wind energy production | 5,226 | -5,233 | - | - | - | -7 | ||
| Lexington Chenoa Wind Farm | USA | - | 100% Unaudited Wind energy production | 13,181 | -38 | - | -10 | -10 | 13,134 | ||
| LLC Paulding Wind Farm LLC |
USA | - | 100% Unaudited Wind energy production | 13 | -13 | - | -4 | -4 | 4 | ||
| Paulding Wind Farm II LLC | USA | - | 51% | Kpmg Wind energy production | 96,998 | 25,364 | - | 6,976 | 6,976 | 128,931 | |
| Meadow Lake Wind Farm V LLC | USA | - | 100% | Kpmg Wind energy production 115,289 | -9 | - | 2,006 | 2,006 | 117,169 | ||
| Waverly Wind Farm LLC | USA | - | 51% Unaudited Wind energy production 250,720 | 4,144 | - | 7,869 | 7,869 | 262,274 | |||
| Blue Canyon Windpower VI LLC | USA | - | 100% | Kpmg Wind energy production | 96,539 | 6,840 | - | 2,717 | 2,717 | 105,937 | |
| Paulding Wind Farm III LLC 2010 Vento VII LLC |
USA USA |
- - |
100% 100% |
Kpmg Wind energy production 167,743 Kpmg Wind energy production 135,508 |
154 -617 |
- - |
4,166 -113 |
4,166 -113 |
171,819 134,784 |
||
| 2010 Vento VIII LLC | USA | - | 100% | Kpmg Wind energy production 137,994 | -763 | - | -111 | -111 | 137,126 | ||
| 2011 Vento IX LLC | USA | - | 51% | Kpmg Wind energy production | 99,411 | -540 | - | -110 | -110 | 98,768 | |
| Horizon Wind Ventures VII LLC | USA | - | 100% Unaudited Wind energy production | 86,635 | 7,431 | - | 1,827 | 1,827 | 95,787 | ||
| Horizon Wind Ventures VIII LLC | USA | - | 100% Unaudited Wind energy production | 94,104 | 3,140 | - | 1,312 | 1,312 | 98,479 | ||
| Horizon Wind Ventures IX LLC EDPR Vento IV Holding LLC |
USA USA |
- - |
100% | 51% Unaudited Wind energy production Kpmg Wind energy production |
43,733 57,529 |
-4,992 - |
- - |
266 - |
266 - |
38,991 57,529 |
|
| Headwaters Wind Farm LLC | USA | - | 51% Unaudited Wind energy production 254,166 | 16,468 | - | 10,179 10,179 | 280,220 | ||||
| Lone Valley Solar Park I LLC | USA | - | 51% Unaudited Wind energy production | 23,149 | 492 | 47 | 47 | 23,686 | |||
| Lone Valley Solar Park II LLC | USA | - | 51% Unaudited | Wind energy production | 41,393 | 1,717 | - - |
849 | 849 | 43,910 | |
| Rising Tree Wind Farm LLC | USA | - | 51% | Kpmg Wind energy production 125,049 | 7,188 | - | 4,389 | 4,389 | 136,371 | ||
| Arbuckle Mountain Wind Farm LLC |
USA | - | 51% | Kpmg Wind energy production 133,286 | -735 | - | 319 | 319 | 132,852 | ||
| Hidalgo Wind Farm LLC | USA | - | 100% | Kpmg Wind energy production 314,513 | 637 | - | 4,475 | 4,475 | 319,365 | ||
| Rising Tree Wind Farm III LLC | USA | - | 51% | Kpmg Wind energy production 150,975 | 7,785 | - | 5,689 | 5,689 | 164,117 |
| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED | ADDRESS % DIRECT INTEREST |
% INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE | CAPITAL RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| Rising Tree Wind Farm II LLC | USA | - | 51% | Kpmg Wind energy production | 27,226 | 1,322 | - | 1,023 | 1,023 | 29,511 | |
| Wheat Field Holding LLC | USA | - | 51% | Kpmg Wind energy production | 22,068 | -38 | - | -14 | -14 | 22,018 | |
| EDPR WF LLC | USA | - | 100% Unaudited Wind energy production | 41,122 | - | - | - | - | 41,122 | ||
| Sustaining Power Solutions LLC | USA | - | 100% Unaudited Wind energy production | 41,252 | -24,189 | - | -21,977 -21,977 | -3,633 | |||
| Green Power Offsets LLC Arkwright Summit Wind Farm |
USA | - | 100% Unaudited Wind energy production | 9 | -9 | - | - | - | - | ||
| LLC | USA | - | 100% Unaudited Wind energy production | 25,445 | -9 | - | -10 | -10 | 25,426 | ||
| EDPR Vento I Holding LLC | USA | - | 100% Unaudited Wind energy production 283,527 | - | - | - | - | 283,527 | |||
| Turtle Creek Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | 6,654 | -8 | - | -5 | -5 | 6,642 | ||
| Rio Blanco Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | 2,409 | - | - | - | - | 2,409 | ||
| BC2 Maple Ridge Holdings LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Cloud West Wind Project LLC Five-Spot LLC |
USA USA |
- - |
100% Unaudited Wind energy production 100% Unaudited Wind energy production |
- - |
- - |
- - |
- - |
- - |
- - |
||
| Horizon Wind Chocolate Bayou | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| I LLC Alabama Ledge Wind Farm LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Ashford Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Athena-Weston Wind Power | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Project LLC | |||||||||||
| Lexington Chenoa Wind Farm III LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Blackstone Wind Farm IV LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| WTP Management Company LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Blackstone Wind Farm V LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Blue Canyon Windpower III LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Blue Canyon Windpower IV LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Broadlands Wind Farm II LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Broadlands Wind Farm III LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Broadlands Wind Farm LLC Chateaugay River Wind Farm |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Cropsey Ridge Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| EDPR Wind Ventures X LLC | USA | - | 100% Unaudited Wind energy production | 53,407 | 25,368 | - | 7,954 | 7,954 | 86,265 | ||
| EDPR Wind Ventures XI LLC EDPR Wind Ventures XII LLC |
USA USA |
- - |
51% Unaudited Wind energy production 51% Unaudited Wind energy production |
97,723 62,609 |
8,675 -1,299 |
- - |
8,895 1,540 |
8,895 1,540 |
114,775 62,760 |
||
| EDPR Wind Ventures XIII LLC | USA | - | 51% Unaudited Wind energy production | 95,521 | 2,212 | - | 5,431 | 5,431 | 102,848 | ||
| EDPR Wind Ventures XIV LLC | USA | - | 51% Unaudited Wind energy production | 57,440 | 2,265 | - | 5,938 | 5,938 | 65,297 | ||
| Crossing Trails Wind Power | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Project LLC Dairy Hills Wind Farm LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Diamond Power Partners LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| East Klickitat Wind Power | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Project LLC | |||||||||||
| Ford Wind Farm LLC Gulf Coast Windpower |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Management Company LLC | USA | - | 75% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Horizon Wind Energy Northwest | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| IV LLC Horizon Wind Energy Northwest |
|||||||||||
| VII LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Horizon Wind Energy Northwest X LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Horizon Wind Energy Northwest XI LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Horizon Wind Energy Panhandle | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| I LLC Horizon Wind Energy |
|||||||||||
| Southwest I LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Horizon Wind Energy Southwest II LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Horizon Wind Energy | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Southwest III LLC Horizon Wind Energy |
|||||||||||
| Southwest IV LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Horizon Wind Energy Valley I LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Horizon Wind MREC Iowa | USA | - | 75% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Partners LLC Horizon Wind Freeport |
|||||||||||
| Windpower I LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Juniper Wind Power Partners LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Machias Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Blue Canyon Windpower VII | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| LLC New Trail Wind Farm LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| North Slope Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Number Nine Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| Pacific Southwest Wind Farm | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | ||
| LLC |

| THOUSAND EUROS | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED | ADDRESS % DIRECT INTEREST |
% INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE | CAPITAL RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
|
| Horizon Wyoming Transmission LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Buffalo Bluff Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Sardinia Windpower LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Western Trail Wind Project I | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| LLC Whistling Wind WI Energy |
||||||||||||
| Center LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Simpson Ridge Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Coos Curry Wind Power Project LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Horizon Wind Energy Midwest IX LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Horizon Wind Energy Northwest | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| I LLC AZ Solar LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Peterson Power Partners LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Big River Wind Power Project | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| LLC | ||||||||||||
| Tug Hill Windpower LLC Whiskey Ridge Power Partners |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Wilson Creek Power Partners | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| LLC Black Prairie Wind Farm II LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Black Prairie Wind Farm III LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| 2015 Vento XIV LLC | USA | - | 51% | Kpmg Wind energy production 253,036 | -94 | - | -103 | -103 | 252,845 | |||
| 2011 Vento X LLC | USA | - | 100% | Kpmg Wind energy production 152,745 | -26 | - | - | - | 152,702 | |||
| Simpson Ridge Wind Farm II | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| LLC Simpson Ridge Wind Farm III LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Simpson Ridge Wind Farm IV LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Simpson Ridge Wind Farm V LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Athena-Weston Wind Power Project II LLC |
USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| 17th Star Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Green Country Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| 2014 Vento XI LLC | USA | - | 51% | Kpmg Wind energy production 256,919 | -25 | - | -14 | -14 | 256,881 | |||
| EDPR Solar Ventures I LLC 2014 Sol I LLC |
USA USA |
- - |
51% | 100% Unaudited Wind energy production Kpmg Wind energy production |
40,389 65,020 |
1,429 -159 |
- - |
903 -75 |
903 -75 |
42,668 64,790 |
||
| 2014 Vento XII LLC | USA | - | 51% | Kpmg Wind energy production 152,745 | -26 | - | -18 | -18 | 152,702 | |||
| Rolling Upland Wind Farm LLC | USA | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| 2015 Vento XIII LLC | USA | - | 51% | Kpmg Wind energy production 286,327 | -304 | - | -103 | -103 | 285,926 | |||
| EDP RENEWABLES CANADA LTD. |
Canada | 100% | - Unaudited | Holding | 23,273 | -5,248 | - | -819 | -819 | 17,228 | ||
| EDP Renewables Sharp Hills Project LP |
Canada | - | 100% Unaudited Wind energy production | -10 | -39 | - | -2 | -2 | -50 | |||
| EDP Renewables Canada LP Holdings Ltd. |
Canada | - | 100% Unaudited Wind energy production | 5,787 | 14,892 | - | -1,521 | -1,521 | 19,198 | |||
| SBWF GP Inc. | Canada | - | 51% Unaudited Wind energy production | 1 | 1 | - | - | - | 2 | |||
| South Dundas Wind Farm LP | Canada | - | 51% | Kpmg Wind energy production | 17,671 | 7,147 | - | 2,843 | 2,843 | 27,586 | ||
| Nation Rise Wind Farm GP Inc. | Canada | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| Nation Rise Wind Farm LP South Branch Wind Farm II GP |
Canada | - | 100% Unaudited Wind energy production | 965 | -15 | - | -29 | -29 | 922 | |||
| Inc. | Canada | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| South Branch Wind Farm II LP | Canada | - | 100% Unaudited Wind energy production | 36 | -2 | - | -21 | -21 | 14 | |||
| EDP Renewables Sharp Hills Project GP Ltd. |
Canada | - | 100% Unaudited Wind energy production | - | - | - | - | - | - | |||
| EDP RENOVÁVEIS BRASIL, S.A. |
Brazil | 100% | - | Kpmg | Holding 138,540 | 9,831 | - | 11,489 11,489 | 158,796 | |||
| Central Nacional de Energia | ||||||||||||
| Eólica, S.A. | Brazil | - | 51% | Kpmg Wind energy production | 3,120 | 937 | - | 1,612 | 1,612 | 5,519 | ||
| Elebrás Projetos, S.A. | Brazil | - | 51% | Kpmg Wind energy production | 26,122 | 1,195 | - | 8,784 | 8,784 | 35,286 | ||
| Central Eólica Baixa do Feijão I, S.A. |
Brazil | - | 51% | Kpmg Wind energy production | 9,871 | 202 | - | 3,938 | 3,928 | 13,647 | ||
| Central Eólica Baixa do Feijão II, S.A. |
Brazil | - | 51% | Kpmg Wind energy production | 10,207 | 399 | - | 3,947 | 3,947 | 14,187 | ||
| Central Eólica Baixa do Feijão III, S.A. |
Brazil | - | 51% | Kpmg Wind energy production | 16,969 | 169 | - | 3,151 | 3,151 | 19,998 | ||
| Central Eólica Baixa do Feijão | Brazil | - | 51% | Kpmg Wind energy production | 11,184 | 425 | - | 3,309 | 3,309 | 14,612 | ||
| IV, S.A. Central Eólica JAU, S.A. |
Brazil | - | 51% | Kpmg Wind energy production | 13,927 | 344 | - | 5,820 | 5,820 | 25,547 | ||
| Central Eólica Aventura I, S.A. | Brazil | - | 51% | Kpmg Wind energy production | 2,517 | -34 | - | 43 | 43 | 5,638 | ||
| Central Eólica Aventura II, S.A. | Brazil | - | 100% Unaudited Wind energy production | 30 | -12 | - | -15 | -15 | 5 | |||
| Central Eólica Babilônia I, S.A. | Brazil | - | 100% Unaudited Wind energy production | 9,372 | -12 | - | -47 | -47 | 9,317 | |||
| Central Eólica Babilônia II, S.A. | Brazil | - | 100% Unaudited Wind energy production | 9,145 | -8 | - | -42 | -42 | 9,099 |
| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED | ADDRESS % DIRECT INTEREST |
% INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE | CAPITAL RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| Central Eólica Babilônia III, S.A. |
Brazil | - | 100% Unaudited Wind energy production | 9,297 | -38 | - | -16 | -16 | 9,244 | ||
| Central Eólica Babilônia IV, S.A. | Brazil | - | 100% Unaudited Wind energy production | 8,956 | -11 | - | -32 | -32 | 8,916 | ||
| Central Eólica Babilônia V, S.A. | Brazil | - | 100% Unaudited Wind energy production | 8,956 | -11 | - | -31 | -31 | 8,920 | ||
| Babilônia Holding, S.A | Brazil | - | 100% | Kpmg | 32,982 | - | - | -166 | -166 | 45,672 | |
| EDPR Offshore España, S.L. | Spain | 100% | - Unaudited Other economic activities | 386 | 349 | - | 969 | 969 | 1,703 |
| THOUSAND EUROS | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSOCIATES | REGISTERED OFFICE % |
DIRECT INTEREST % |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE CAPITAL |
RESERVES | OTHER EQUITY ITEMS |
NET PROFIT CONTINUING OPERATIONS TOTAL |
TOTAL EQUITY |
|||
| Aprofitament D´Energies Renovables de l´Ebre S.l |
Spain | - | 13.29% | JG.Valls Infrastructure management |
3,870 | -5,045 | - | -1,063 -1,063 | -2,238 | ||||
| Biomasas del Pirineo, S.A. | Huesca, Spain |
- | 30% | Unaudited | Biomass: electricity production |
455 | -217 | - | - | - | 238 | ||
| Parque Eólico Sierra del Madero, S.A. |
Soria, Spain | - | 42% Ernst&Young Wind energy | production | 7,194 | 16,812 | - | 3,224 3,224 | 27,230 | ||||
| Desarrollos Eólicos de Canarios, S.A. |
Las Palmas de Gran Canaria, Spain |
- | 44.75% | Kpmg | Wind: wind farm development |
1,817 | 638 | - | 534 | 534 | 2,989 | ||
| Solar Siglo XXI, S.A. | Ciudad Real, Spain |
- | 25% | Unaudited | Photovoltaic energy production |
80 | -18 | - | - | - | 62 | ||
| Parque Eólico Belmonte, S.A. | Madrid, Spain |
- | 29.90% Ernest&Young Wind energy | production | 120 | 4,470 | - | 1,283 1,283 | 5,873 | ||||
| Eoliennes en Mer Dieppe - Le Tréport, S.A.S. |
France | - | 43% Ernst&Young Wind energy | production | 31,436 | -1,883 | - | -624 | -624 | 28,929 | |||
| Eoliennes en Mer iles d´Yeu et de Noirmoutier, S.A.S |
France | - | 43% Ernst&Young Wind energy | production | 36,376 | -1,906 | - | -648 | -648 | 33,823 | |||
| Les Eoliennes Flottantes du Golfe du Lion, S.A.S |
France | - | 35% | Unaudited Wind energy production Mini |
14 | - | - | - | - | -1,758 | |||
| Ceprastur, A.I.E. | Oviedo | - | 56.76% | Unaudited | hydroelectric electricity |
361 | 24 | - | -4 | -4 | 381 | ||
| Moray Offshore Windfarm (East) Ldt |
United Kingdom |
- | 76.70% | production Kpmg Wind energy production |
11,260 | -6,958 | 1,291 | -2,445 -2,445 | 3,148 | ||||
| Windplus,S.A | Portugal | - | 19.4% | PwC Wind energy production |
1,250 | 1,369 | - | -317 | -317 | 2,301 | |||
| Evolución 2000,S.L | Spain | - | 49.15% | KPMG Wind energy production Wind: wind |
118 | 20,048 | - | 3,182 3,182 | 23,348 | ||||
| Desarrollos energéticos Canarias, S.A |
Spain | - | 49.90% | Unaudited | farm development |
60 | -25 | 25 | - | - | 10 | ||
| Compañía Eólica Aragonesa, S.A | Spain | - | 50% | Kpmg Wind energy production |
6,701 | 47,576 | - | 3,876 3,876 | 58,153 | ||||
| Nine Kings Wind Darm LLC | USA | - | 50% | Unaudited Wind energy production |
- | - | - | - | - | - | |||
| Flat Rock Windpower II LLC | USA | - | 50% | Unaudited Wind energy production |
87,404 | -35,582 | - | 3,152 3,152 | 48,854 | ||||
| Flat Rock Windpower LLC | USA | - | 50% | Unaudited Wind energy production |
222,808 | -94,092 | - | -8,677 -8,677 | 120,544 | ||||
| Blue Canyon Windpower LLC | USA | - | 25% | PwC Wind energy production |
35,740 | -12,683 | - | 5,489 -1,967 | 21,090 |

| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERE D ADDRESS % DIRECT |
INTEREST | % INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE CAPITAL |
RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| EDP RENEWABLES EUROPE, S.L.U |
Oviedo, Spain | 100% | - | KPMG | Holding, | Holding 249,499 2,115,772 | - | 194,382 194,382 2,559,653 | |||
| EDP Renovables España, S.L. | Spain | - | 100% | KPMG | construction and wind energy production |
32,628 503,610 | - | -12,119 -12,119 | 524,119 | ||
| EDPR Polska, Sp.z.o.o. | Poland | - | 100% | KPMG Holding and wind energy production 121,256 |
65,389 | - | -2,534 | -2,534 | 184,111 | ||
| Tarcan, B.V | Netherlands | - | 100% | KPMG | Holding | 20 | 19,735 | - | 3,277 | 3,277 | 23,032 |
| Greenwind, S.A. | Belgium | 0.02% | 51% | KPMG | Wind energy production |
24,924 | 16,062 -497 | 3,170 | 3,170 | 43,659 | |
| EDPR France Holding SAS EDP Renewables SGPS,Sa EDP Renewables Belgium,S.A |
France Portugal Belgium |
- - - |
100% 100% 100% |
KPMG KPMG KPMG |
Holding Holding Holding |
8,500 62 |
-10,749 50 138,871 -828 |
- - - |
19,325 74,322 -78 |
19,325 74,322 -78 |
17,076 213,243 -844 |
| EDPR Portugal , S.A. | Portugal | - | 51% | KPMG Holding and wind energy production |
7,500 | 29,192 5,489 | 59,775 | 59,775 | 101,957 | ||
| EDPR PT-Promocao e Operacao,S.A |
Portugal | - | 100% | KPMG | Wind: wind farm development |
50 | 179 | - | -784 | -784 | 555 |
| EDP Renowables France, SAS | France | - | 51% | KPMG | Wind energy | Holding 151,704 | -34,382 | - | 2,342 | 2,342 | 119,664 |
| EDPR Ro Pv,S.r.l | Romania | 0.05% | 99.95% | N/A | production Wind energy |
55,935 | -2,443 | - | -134 | -134 | 53,358 |
| Cernavoda Power,S.A | Romania | - | 85% | KPMG | production | 83,454 | -19,707 | - | -6,754 | -6,754 | 56,993 |
| VS Wind Farm S.A. | Romania | - | 85% | KPMG | Wind energy production |
53,740 | -13,061 | - | 1,681 | 1,681 | 42,360 |
| Pestera Wind Farm, S.A. | Romania | - | 85% | KPMG | Wind energy production |
67,111 | -25,284 | - | -3,823 | -3,823 | 38,006 |
| Ialomita Power S.r.l | Romania | 0.01% | 99.99% | KPMG | Wind energy production 208,827 |
-21,935 | - | 6,604 | 6,604 | 193,496 | |
| Sibioara Wind Farm,S.r.L | Romania | - | 85% | KPMG | Wind energy production |
20,361 | -12,722 | - | 101 | 101 | 7,740 |
| Vanju Mare Solar,S.r.l | Romania | - | 100% | KPMG | Photovoltaic energy production |
9,611 | 1,051 | - | 547 | 547 | 11,209 |
| Studina Solar,S.r.l | Romania | - | 100% | KPMG | Photovoltaic energy production |
7,988 | 2,248 | - | 593 | 593 | 10,829 |
| Cujmir Solar, S.r.l | Romania | - | 100% | KPMG | Photovoltaic energy production |
10,393 | 2,434 | - | 789 | 789 | 13,616 |
| Potelu Solar,S.r.l | Romania | - | 100% | KPMG | Photovoltaic energy production |
7,574 | 1,943 | - | 433 | 433 | 9,950 |
| Foton Delta,S.r.l | Romania | - | 100% | KPMG | Photovoltaic energy production |
3,556 | 1,067 | - | 127 | 127 | 4,750 |
| Foton Epsilon,S.r.l | Romania | - | 100% | KPMG | Photovoltaic energy production |
4,302 | 2,832 | - | 460 | 460 | 7,594 |
| Gravitangle-Fotovoltaica Unipessoal,Lda |
Portugal | - | 100% | KPMG | Photovoltaic energy production |
5 | 1,550 | - | 445 | 445 | 2,000 |
| EDP Renowables Italia,S.r.l | Italy | - | 51% | KPMG Holding and wind energy production |
34,439 | -2,728 | - | 11,069 | 11,069 | 42,780 | |
| EDPR Uk Limited | United Kingdom |
- | 100% | KPMG | Holding | 10,785 | 87,495 | - | -1,340 | -1,340 | 96,940 |
| EDP Renovaveis Servicios Financieros.S.A |
Spain | 70.01% | 29.99% | KPMG | Other economic activities |
84,691 317,713 | - | 8,221 | 8,221 | 410,625 | |
| Desarrollos Eólicos de Galicia, S.A. |
Spain | - | 100% | KPMG | Wind energy production |
6,130 | 6,090 | 378 | -970 | -970 | 11,628 |
| Desarrollos Eólicos de Tarifa, S.A.U |
Spain | - | 100% | KPMG | Wind energy production |
5,800 | 6,261 | - | -210 | -210 | 11,851 |
| Desarrollos Eólicos de Corme, S.A. |
Spain | - | 100% | KPMG | Wind energy production |
3,666 | 5,745 | - | -812 | -812 | 8,599 |
| Desarrollos Eólicos Buenavista, S.A.U |
Spain | - | 100% | KPMG | Wind energy production |
1,712 | 3,642 | 428 | 2 | 2 | 5,784 |
| Desarrollos Eólicos de Lugo, S.A.U. |
Spain | - | 100% | KPMG | Wind energy production |
7,761 | 17,948 | - | 971 | 971 | 26,680 |
| Desarrollos Eólicos de Rabosera, S.A. |
Spain | - | 100% | KPMG | Wind energy production |
7,561 | 10,213 | - | 669 | 669 | 18,443 |
| Desarrollos Eólicos Almarchal S.A.U. |
Spain | - | 100% | KPMG | Wind energy production |
2,061 | 4,174 | - | 302 | 302 | 6,537 |
| Desarrollos Eólicos Dumbría S.A.U. |
Spain | - | 100% | KPMG | Wind energy production |
61 | 14,205 | - | 1,501 | 1,501 | 15,767 |
| Parque Eólico Santa Quiteria, S.L. |
Spain | - | 58.33% | KPMG | Wind energy production |
63 | 19,237 | - | -218 | -218 | 19,082 |
| Eólica La Janda, SL | Spain | - | 100% | KPMG | Wind energy production |
4,525 | 10,802 | - | 11,587 | 11,587 | 26,914 |
| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERE D ADDRESS % DIRECT |
INTEREST | % INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE CAPITAL |
RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| Eólica Guadalteba, S.L. | Spain | - | 100% | KPMG | Wind energy production |
1,460 | 6,091 | - | 11,360 | 11,360 | 18,911 |
| Eólica Muxia, S.L. | Spain | - | 100% Unaudited | Wind energy production |
23,480 | 49 | - | 20 | 20 | 23,549 | |
| Eólica Fontesilva, S.L. | Spain | - | 100% | KPMG | Wind energy production |
6,860 | 5,692 | - | 413 | 413 | 12,965 |
| EDPR Yield S.A.U | Spain | - | 100% | KPMG | Wind energy production 112,905 470,279 |
- | 67,713 | 67,713 | 650,897 | ||
| Eólica Curiscao Pumar, S.A. | Spain | - | 100% | KPMG | Wind energy production |
60 | 113 | - | 2,732 | 2,732 | 2,905 |
| Parque Eólico Altos del Voltoya S.A. |
Spain | - | 92.50% | KPMG | Wind energy production |
6,434 | 15,472 | 67 | -831 | -831 | 21,142 |
| Eólica La Brújula, S.A | Spain | - | 100% | KPMG | Wind energy | 3,294 | 15,159 | - | 936 | 936 | 19,389 |
| Eólica Arlanzón S.A. | Spain | - | 77.50% | KPMG | production Wind energy |
4,509 | 8,624 | -17 | 42 | 42 | 13,158 |
| Eolica Campollano S.A. | Spain | - | 75% | KPMG | production Wind energy |
6,560 | 18,130 -131 | -39 | -39 | 24,520 | |
| Parque Eólico Belchite S.L. | Spain | - | 100% | KPMG | production Wind energy |
3,600 | 3,676 | - | -69 | -69 | 7,207 |
| Parque Eólico La Sotonera | Spain | - | 69.84% | KPMG | production Wind energy |
2,000 | 5,997 | - | 341 | 341 | 8,338 |
| S.L. | production Wind energy |
||||||||||
| Korsze Wind Farm,SP.z.o.o | Poland | - | 51% | KPMG | production Wind energy |
10,832 | 4,706 | - | 5,714 | 5,714 | 21,252 |
| Eólica Don Quijote, S.L. | Spain | - | 51% | KPMG | production Wind energy |
3 | -399 | - | 953 | 953 | 557 |
| Eólica Dulcinea, S.L. | Spain | - | 51% | KPMG | production Wind energy |
10 | -349 | - | 689 | 689 | 350 |
| Eólica Sierra de Avila, S.L. | Spain | - | 100% | KPMG | production Wind energy |
12,977 | 20,088 | - | 86 | 86 | 33,151 |
| Eólica de Radona, S.L. | Spain | - | 51% | KPMG | production | 22,088 | -23 | - | 676 | 676 | 22,741 |
| Eolica Alfoz, S.L. | Spain | - | 51% | KPMG | Wind energy production |
8,480 | 17,535 | - | 6,172 | 6,172 | 32,187 |
| Eólica La Navica, SL | Spain | - | 51% | KPMG | Wind energy production |
10 | 650 | - | 1,037 | 1,037 | 1,697 |
| Investigación y desarrollo de Energía Renovables (Ider), S.L. |
Spain | - | 100% | KPMG | Wind energy production |
29,451 | -945 | - | 2,502 | 2,502 | 31,008 |
| Radzeijów wind farm SP.z.o.o | Poland | - | 51% | KPMG | Wind energy production |
7,696 | -2,057 | - | -987 | -987 | 4,652 |
| MFW Neptun Sp.zo.o | Poland | - | 100% Unaudited | Wind energy production |
61 | -47 | - | -1 | -1 | 13 | |
| MFW Gryf sp.zo.o | Poland | - | 100% Unaudited | Wind energy production |
17 | -3 | - | -1 | -1 | 13 | |
| MFW Pomorze Sp.zo.o | Poland | - | 100% Unaudited | Wind energy production |
17 | -3 | - | -1 | -1 | 13 | |
| Parques Eólicos del Cantábrico, S.A. |
Spain | - | 100% | KPMG | Wind energy production |
9,080 | 26,362 | - | -2,813 | -2,813 | 32,629 |
| Wincap S.R.L | Italy | - | 100% | KPMG | Wind energy production |
2,550 | 1,197 | - | -22 | -22 | 3,725 |
| Renovables Castilla La Mancha, S.A. |
Madrid | - | 90% | KPMG | Wind energy production |
60 | 995 | - | 822 | 822 | 1,877 |
| Eólica La Manchuela, S.l.U | Spain | - | 100% | KPMG | Wind energy production |
1,142 | 1,255 | - | -164 | -164 | 2,233 |
| Monts de la Madeleine Energie,SA.S |
France | - | 100% | KPMG | Wind energy production |
37 | -9 | - | -5 | -5 | 23 |
| Monts du Forez Energie,SAS | France | - | 100% | KPMG | Wind energy | 37 | -15 | - | -11 | -11 | 11 |
| Pietragalla Eólico,S.R.L | Italy | - | 51% | KPMG | production Wind energy |
15 | 562 | - | 2,496 | 2,496 | 3,073 |
| Bourbriac II SAS | France | - | 100% | KPMG | production Wind energy |
1 | -3 | - | -3 | -3 | -5 |
| Parc Eolien de Montagne | France | - | 51% | KPMG | production Wind energy |
37 | 311 | - | 622 | 622 | 970 |
| Fayel S.A.S Molen Wind II sp.Z.o.o |
Poland | - | 51% | KPMG | production Wind energy |
4 | 9,120 1,476 | -365 | -365 | 10,235 | |
| Laterza Wind, SRL | Italy | - | 100% Unaudited | production Wind energy |
17 | -17 | - | -1 | -1 | -1 | |
| production Wind energy |
|||||||||||
| Acampo Arias, SL | Spain | - | 100% | KPMG | production Wind energy |
3,314 | 226 | - | 223 | 223 | 3,763 |
| SOCPE Sauvageons, SARL | France | - | 75.99% | KPMG | production Wind energy |
1 | 453 | - | 26 | 26 | 480 |
| SOCPE Le Mee, SARL | France | - | 75.99% | KPMG | production Wind energy |
1 | 795 | - | -15 | -15 | 781 |
| SOCPE Petite Piece, SARL | France | - | 75.99% | KPMG | production Wind energy |
1 | 189 | - | 17 | 17 | 207 |
| NEO Plouvien,.S.A.S | France | - | 51% | KPMG | production | 5,040 | -2,878 | - | 44 | 44 | 2,206 |
| CE Patay, SAS | France | - | 26.01% | KPMG | Wind energy production |
131 | 6,467 | - | 542 | 542 | 7,140 |
| Relax Wind Park III, Sp.z.o.o. |
Poland | - | 51% | KPMG | Wind energy production |
16,616 | 23,416 | - | -6,706 | -6,706 | 33,326 |
| Relax Wind Park I, Sp.z.o.o. | Poland | - | 51% | KPMG | Wind energy production |
12,975 | 3,824 -5,867 | 3,584 | 3,584 | 14,516 | |
| Relax Wind Park IV, Sp.z.o.o. | Poland | - | 100% Unaudited | Wind energy production |
1,252 | -1,145 | - | -2 | -2 | 105 |

| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERE D ADDRESS % DIRECT |
INTEREST | % INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE CAPITAL |
RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| Relax Wind Park II, Sp.z.o.o. | Poland | - | 100% Unaudited | Wind energy production |
189 | -35 | - | -2 | -2 | 152 | |
| Edpr Renovaveis Cantabria,S.L |
Madrid | - | 100% Unaudited | Wind energy production |
490 | 296 | - | -132 | -132 | 654 | |
| Neo Energia Aragon, S.L | Spain | - | 100% Unaudited | Wind energy production |
10 | -4 | - | - | - | 6 | |
| Eolica.Garcimuñoz SL | Spain | - | 100% | KPMG | Wind energy production |
4,060 | 9,883 | - | -630 | -630 | 13,313 |
| Compañía Eólica Campo de Borja, SA |
Spain | - | 100% | KPMG | Wind energy production |
858 | 305 | - | 2 | 2 | 1,165 |
| Desarrollos Catalanes del Viento, SL |
Spain | - | 100% | KPMG | Wind energy production |
10,993 | 19,364 | - | -117 | -117 | 30,240 |
| Parque Eólico Los Cantales, SLU |
Spain | - | 100% | KPMG | Wind energy production |
1,963 | 1,363 | - | 810 | 810 | 4,136 |
| Casellaneta Wind,srl | Italy | - | 100% Unaudited | Wind energy production |
16 | -17 | - | -1 | -1 | -2 | |
| Parques de Generación Eólica, SL |
Spain | - | 100% | KPMG | Wind energy production |
1,924 | 2,099 | - | -2,188 | -2,188) | 1,835 |
| CE Saint Barnabé, SAS | France | - | 26.01% | KPMG | Wind energy production |
96 | 5,045 | - | 682 | 682 | 5,823 |
| E Segur, SAS | France | - | 26.01% | KPMG | Wind energy production |
113 | 5,571 | - | 996 | 996 | 6,680 |
| Eolienne D´Etalondes, SARl | France | - | 100% Unaudited | Wind energy production |
1 | -44 | - | -4 | -4 | -47 | |
| Eolienne de Saugueuse, SARL | France | - | 26.01% | KPMG | Wind energy production |
1 | 1,169 | - | 411 | 411 | 1,581 |
| Parc Eolien Dammarie, SARL | France | - | 51% | KPMG | Wind energy production |
1 | -217 | - | -108 | -108 | -324 |
| Parc Éoline de Tarzy, S.A.R.L | France | - | 51% | KPMG | Wind energy production |
1,505 | 903 | - | -1,389 | -1,389 | 1,019 |
| Parc Eolien des Longs Champs, SARL |
France | - | 100% Unaudited | Wind energy production |
1 | -83 | - | -7 | -7 | -89 | |
| Parc Eolien de Mancheville, SARL |
France | - | 100% Unaudited | Wind energy production |
1 | -54 | - | -28 | -28 | -81 | |
| Parc Eolien de Roman, SARL | France | - | 51% | KPMG | Wind energy production |
1 | 2,539 | - | 436 | 436 | 2,976 |
| Parc Eolien des Vatines, SAS | France | - | 26.01% | KPMG | Wind energy production |
841 | 205 | - | 105 | 105 | 1,151 |
| Parc Eolien de La Hetroye, SAS |
France | - | 100% | KPMG | Wind energy production |
37 | -42 | - | -2 | -2 | -7 |
| Eolienne de Callengeville, SAS |
France | - | 100% | KPMG | Wind energy production |
37 | -37 | - | -2 | -2 | -2 |
| Parc Eolien de Varimpre, SAS | France | - | 26.01% | KPMG | Wind energy production |
37 | 1,606 | - | 126 | 126 | 1,769 |
| Parc Eolien du Clos Bataille, SAS |
France | - | 26.01% | KPMG | Wind energy production |
410 | 425 | - | -88 | -88 | 747 |
| Eólica de Serra das Alturas,S.A |
Portugal | - | 25.55% | KPMG | Wind energy production |
50 | 4,468 | - | 1,177 | 1,177 | 5,695 |
| Malhadizes- Energia Eólica, SA |
Portugal | - | 51% | KPMG | Wind energy production |
50 | 2,255 | - | 3,751 | 3,751 | 6,056 |
| Eólica de Montenegrelo, LDA | Portugal | - | 25.55% | KPMG | Wind energy production |
50 | 6,978 | - | 2,434 | 2,434 | 9,462 |
| Eólica da Alagoa,SA | Portugal | - | 30.60% | KPMG | Wind energy production |
50 | 2,520 | 726 | 1,406 | 1,406 | 4,702 |
| Aplica.Indust de Energias limpias S.L |
Spain | - | 61.50% Unaudited | Wind energy production |
131 | 990 | - | 245 | 245 | 1,366 | |
| Aprofitament D´Energies Renovables de la Tierra Alta |
Spain | - | 48.09% Unaudited | Wind energy production |
1,994 | -1,846 | - | -67 | -67 | 81 | |
| S.A Bon Vent de L´Ebre S.L.U |
Spain | - | 51% | KPMG | Wind energy production |
12,600 | 1,085 | - | 2,037 | 2,037 | 15,722 |
| Parc Eólic Coll de la Garganta S.L |
Spain | - | 100% | KPMG | Wind energy production |
6,018 | 9,628 | - | -323 | -323 | 15,323 |
| Parc Eólic Serra Voltorera S.l | Spain | - | 100% | KPMG | Wind energy production |
3,458 | 6,483 | - | 250 | 250 | 10,191 |
| Elektrownia Wiatrowa Kresy I sp zoo |
Poland | - | 51% | KPMG | Wind energy production |
20 | 69,762 | 808 | 23 | 23 | 70,613 |
| Moray Offshore Windfarm (East)Ltd |
United Kingdom |
- | 100% | KPMG | Wind energy production |
9,931 | -4,894 1,338 | -1,988 | -1,988 | 4,387 | |
| Centrale Eolienne Canet – Pont de Salaras S.A.S |
France | - | 25.98% | KPMG | Wind energy production |
125 | 2,812 | - | 775 | 775 | 3,712 |
| Centrale Eolienne de Gueltas Noyal – Pontiv y S.A.S |
France | - | 26.01% | KPMG | Wind energy production |
761 | 4,507 | - | 138 | 138 | 5,406 |
| Villa Castelli Wind srl | Verbania | - | 100% | KPMG | Wind energy production |
100 | 8,114 | - | 1,994 | 1,994 | 10,208 |
| Centrale Eolienne Neo Truc | Wind energy | ||||||||||
| de L´Homme ,S.A.S |
France | - | 51% | KPMG | production | 3,831 | -253 | - | -508 | -508 | 3,070 |
| Vallee de Moulin SARL | France | - | 51% | KPMG | Wind energy production |
8,001 | 942 | - | 389 | 389 | 9,332 |
| Mardelle SARL | France | - | 51% | KPMG | Wind energy production |
3,001 | 267 | - | 224 | 224 | 3,492 |
| Quinze Mines SARL | France | - | 75.99% | KPMG | Wind energy production |
1 | -1,540 | - | -315 | -315 | -1,854 |
| Desarrollos Eólicos de Teruel SL |
Spain | - | 51% Unaudited | Wind energy production |
60 | - | - | - | - | 60 |
| THOUSAND EUROS | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERE D ADDRESS % DIRECT |
INTEREST | % INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE CAPITAL |
OTHER RESERVES EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| Par Eólic de Coll de Moro S.L. | Spain | - | 100% | KPMG | Wind energy production |
7,809 | 2,454 -4,288 | 694 | 694 | 6,669 |
| Par Eólic de Torre Madrina | Spain | - | 100% | KPMG | Wind energy | 7,755 | 6,418 -3,999 | 1,661 | 1,661 | 11,835 |
| S.L. Parc Eolic de Vilalba dels Arcs |
Spain | - | 100% | KPMG | production Wind energy |
3,066 | 5,049 -1,861 | 1,222 | 1,222 | 7,476 |
| S.L. | production Wind energy |
|||||||||
| Bon Vent de Vilalba, SL | Spain | - | 51% | KPMG | production Wind energy |
3,600 | -389 - |
1,279 | 1,279 | 4,490 |
| Bon Vent de Corbera, SL | Spain | - | 100% | KPMG | production | 7,255 | 12,063 - |
1,478 | 1,478 | 20,796 |
| Masovia Wind Farm I s.p. zo.o. |
Poland | - | 100% | KPMG | Wind energy production |
351 | 13,812 - |
-74 | -74 | 14,089 |
| Farma wiaStarozbery Sp.z.o.o |
Poland | - | 100% Unaudited | Wind energy production |
130 | 3,905 - |
-29 | -29 | 4,006 | |
| Karpacka mala Energetyka,sp,z.o.o |
Poland | - | 85% Unaudited | Wind energy production |
-297 | 56 - |
-51 | -51 | -292 | |
| Edpr Italia holding,S.r.l | Italy | - | 100% | KPMG | Wind energy | 347 | 9,997 - |
-7,217 | -7,217 | 3,127 |
| Re plus – Societa ´a | Italy | - | 100% Unaudited | production Wind energy |
100 | -313 - |
-72 | -72 | -285 | |
| Responsabilita ´limitada Telfford Offsore Windfarm |
United | production Wind energy |
||||||||
| limited | Kingdom | - | 100% Unaudited | production | - | - - |
- | - | - | |
| Maccoll offshore windfarm limited |
United Kingdom |
- | 100% Unaudited | Wind energy production |
- | - - |
- | - | - | |
| Stevenson offshore windfarma limited |
United Kingdom |
- | 100% Unaudited | Wind energy production |
- | - - |
- | - | - | |
| Parc Eolien de Preuseville | France | - | 51% | KPMG | Wind energy | 1 | 369 - |
348 | 348 | 718 |
| S.A.R.L Iberia Aprovechamientos |
Spain | - | 94% | KPMG | production Wind energy |
1,919 | 535 - |
74 | 74 | 2,528 |
| Eólicos, SAU Parc Éolien de boqueho |
production Wind energy |
|||||||||
| Pouagat SAS Parc Éolien de Francourville |
France | - | 100% | KPMG | production Wind energy |
1 | -2 - |
-8 | -8 | -9 |
| SAS | France | - | 51% | KPMG | production | 1 | -41 - |
105 | 105 | 65 |
| Parc Eolien d´Escardes SAS | France | - | 51% | KPMG | Wind energy production |
1 | -48 - |
631 | 631 | 584 |
| Molino de Caragüeyes, S.L. | Spain | - | 100% | KPMG | Wind energy production |
180 | 53 - |
33 | 33 | 266 |
| Stirlingpower, Unipessoal Lda. |
Portugal | - | 100% | KPMG | Photovoltaic energy production |
3 | 248 - |
-21 | -21 | 230 |
| EDPR PT - Parques Eólicos, | Portugal | - | 100% | KPMG Holding and wind | 50 | -64,900 - |
144,070 144,070 | 79,220 | ||
| S.A. Eólica do Alto da Lagoa, S.A. |
Portugal | - | 100% | KPMG | energy production Wind energy |
50 | 5,184 -1,087 | 2,010 | 2,010 | 6,157 |
| Eólica das Serras das Beiras, | production Wind energy |
|||||||||
| S.A. | Portugal | - | 100% | KPMG | production | 50 | 15,315 -6,429 | 6,015 | 6,015 | 14,951 |
| Eólica do Cachopo, S.A. | Portugal | - | 51% | KPMG | Wind energy production |
50 | 3,388 - |
3,152 | 3,152 | 6,590 |
| Eólica do Castelo, S.A. | Portugal | - | 51% | KPMG | Wind energy production |
50 | 613 - |
1,015 | 1,015 | 1,678 |
| Eólica da Coutada, S.A. | Portugal | - | 100% | KPMG | Wind energy production |
50 | 22,559 -6,810 | 7,361 | 7,361 | 23,160 |
| Eólica do Espigão, S.A. | Portugal | - | 100% | KPMG | Wind energy | 50 | 8,432 -1,423 | 2,532 | 2,532 | 9,591 |
| Eólica da Lajeira, S.A. | Portugal | - | 51% | KPMG | production Wind energy |
50 | 503 - |
2,378 | 2,378 | 2,931 |
| Eólica do Alto do Mourisco, | production Wind energy |
|||||||||
| S.A. Eólica dos Altos dos |
Portugal | - | 100% | KPMG | production Wind energy |
50 | 3,302 -1,007 | 1,053 | 1,053 | 3,398 |
| Salgueiros-Guilhado, S.A. | Portugal | - | 100% | KPMG | production | 50 | 1,268 -413 | 565 | 565 | 1,470 |
| Eólica do Alto da Teixosa, S.A. |
Portugal | - | 100% | KPMG | Wind energy production |
50 | 3,814 -1,624 | 1,432 | 1,432 | 3,672 |
| Eólica da Terra do Mato, S.A. | Portugal | - | 100% | KPMG | Wind energy production |
50 | 3,921 -2,127 | 2,207 | 2,207 | 4,051 |
| Eólica do Velão, S.A. | Portugal | - | 100% | KPMG | Wind energy production |
50 | 675 - |
1,551 | 1,551 | 2,276 |
| EDPR Yield Portugal Services, | Portugal | - | 100% | KPMG | Rendering of | 5 | 34 - |
-12 | -12 | 27 |
| Unipessoal Lda. TACA Wind, S.r.l. |
Italy | - | 100% | KPMG | services Wind energy |
1,160 | 1,767 - |
-27 | -27 | 2,900 |
| Vientos de Coahuila, S.A. de | production Wind energy |
|||||||||
| C.V. EDPR Yield Spain Services, |
Mexico | 0.01% | 99.99% Unaudited | production Rendering of |
2 | 9 - |
-3 | -3 | 8 | |
| S.L.U. | Spain | - | 100% Unaudited | services | 3 | -55 - |
-2 | -2 | -54 | |
| EDPR Yield France Services, S.A.S. |
France | - | 100% | KPMG | Rendering of services |
- | - - |
-1 | -1 | -1 |
| Parc Éolien de Flavin,S.A.S | France | - | 100% | KPMG | Wind energy production |
1 | - - |
- | - | 1 |
| Parc Éolien de Citernes,S.A.S | France | - | 100% | KPMG | Wind energy production |
1 | - - |
- | - | 1 |
| Parc Éolien de Prouville,S.A.S | France | - | 100% | KPMG | Wind energy | 1 | - - |
- | - | 1 |
| Parc Éolien de | France | - | 100% | KPMG | production Wind energy |
1 | - - |
- | - | 1 |
| Louviéres,S.A.S Parc Éolien de la Champagne |
production Wind energy |
|||||||||
| Berrichonne,S.A.R.L | France | - | 100% | N/A | production | 4 | 1 - |
- | - | 5 |

| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERE D ADDRESS % DIRECT |
INTEREST | % INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE CAPITAL |
RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| Parque Eólico do Planato,S.A | Portugal | - | 100% | KPMG | Wind energy production |
50 | 1,396 | - | -1,104 | -1,104 | 342 |
| Parque Eólico da Serra do | Portugal | - | 100% | KPMG | Wind energy | 50 | 3,004 | - | -1,557 | -1,557 | 1,497 |
| Oeste,S.A Parque Eólico do Cabeco |
Portugal | - | 100% | KPMG | production Wind energy |
50 | 2,874 | - | -521 | -521 | 2,403 |
| Norte S.A Parque Eólico de |
production Wind energy |
||||||||||
| Torrinheiras.S.A Parque Eólico do Pinhal do |
Portugal | - | 100% | KPMG | production Wind energy |
50 | 1,026 | - | -721 | -721 | 355 |
| Oeste,S.A | Portugal | - | 100% | KPMG | production | 50 | -594 | - | -1,039 | -1,039 | -1,583 |
| Parco Eolico Banzi,S.R.L | Italy | - | 51% | KPMG | Wind energy production |
36,177 | 10,113 | - | 1,051 | 1,051 | 47,341 |
| Tivano,S.R.L | Italy | - | 75% | KPMG | Wind energy production |
100 | 181 | - | -25 | -25 | 256 |
| San Mauro, S.R.L | Italy | - | 75% | KPMG | Wind energy production |
70 | 1,666 | - | -21 | -21 | 1,715 |
| Conza Energia,S.R.L | Italy | - | 100% | KPMG | Wind energy production |
456 | 3,771 | - | -26 | -26 | 4,201 |
| AW 2,S.r.l | Italy | - | 75% | KPMG | Wind energy production |
100 | 1,897 | - | -22 | -22 | 1,975 |
| Lucus Power,S.r.l | Italy | - | 51% | KPMG | Wind energy production |
10 | 2,416 | - | -16 | -16 | 2,410 |
| Sarve,S.r.l | Italy | - | 51% | N/A | Wind energy production |
10 | 4,276 | - | 12 | -12 | 4,274 |
| VRG Wind 149,S.r.l | Italy | - | 100% | N/A | Wind energy | 222 | 1,960 | - | -184 | -184 | 1,998 |
| T Power,S.p.A | Italy | - | 100% Baker Tilly | production Wind energy |
1,000 | 2,559 | - | -490 | -490 | 3,069 | |
| Revisa | production Wind energy |
||||||||||
| VRG Wind 127,S.r.l Miramit |
Italy | - | 100% | N/A | production Wind energy |
10 | 4,410 | - | -7 | -7 | 4,413 |
| Investments,Sp.z.o.o. EDP Renowables Polska |
Poland | - | 100% | N/A | production | 15 | 176 | - | 2 | 2 | 193 |
| Opco,S.A. | Poland | - | 100% VGD Audyt | - | 28 | -5 | - | -6 | -6 | 17 | |
| Edp Renewables Polska HOLDCO,S.A |
Poland | - | 51% | N/A | Holding | 28 258,076 | - | -2,752 | -2,752 | 255,352 | |
| EDPR Participaciones,S.L.U Moray Offshore Windfarm |
Spain United |
- | 51% | Kpmg | Holding Wind energy |
7,969 317,775 | - | 19,014 | 19,014 | 344,758 | |
| (West)Limited | Kingdom | - | 100% | N/A | production | - | 12 | - | -281 | -281 | -269 |
| Moray Offshore Renewable Power limited |
United Kingdom |
- | 100% | N/A | Wind energy production |
25,929 | - | - | - | - | 25,929 |
| EDP RENEWABLES NORTH AMERICA, LLC |
USA | 100% | - | KPMG | Holding | 3,703 | 79 | 2 | -66 | -66 | 3,719 |
| Eólica de Coahuila, S.A. de C.V. |
Mexico | - | 51% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Vientos de Coahuila, S.A. de C.V. |
Mexico | 0% | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| EDPR Servicios de México, S. de R.L. de C.V. |
Mexico | 1% | 99% Unaudited | Wind energy production |
1,437 | -386 | - | -591 | -591 | 461 | |
| Franklin Wind Farm LLC | USA | - | 100% Unaudited | Wind energy | - | - | - | - | - | - | |
| Paulding Wind Farm IV LLC | USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| Rush County Wind Farm LLC | USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| production Wind energy |
|||||||||||
| EDPR South Table LLC | USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| Paulding Wind Farm V LLC | USA | - | 100% Unaudited | production | - | - | - | - | - | - | |
| Headwaters Wind Farm II LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Meadow Lake Wind Farm VI LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Moran Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Waverly Wind Farm II LLC | USA | - | 100% | KPMG | Wind energy production |
- | - | - | - | - | - |
| Spruce Ridge Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Reloj del Sol Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Redbed Plains Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production |
6,596 | - | - | -3 | -3 | 6,593 | |
| 2016 Vento XV LLC | USA | - | 100% | KPMG | Wind energy production 325,641 |
- | - | - | - | 325,641 | |
| 2016 Vento XVI LLC | USA | - | 100% | KPMG | Wind energy production 101,064 |
- | - | - | - | 101,064 | |
| EDPR Wind Ventures XV LLC | USA | - | 100% Unaudited | Wind energy | 1,994 | - | - | 209 | 209 | 2,203 | |
| EDPR Wind Ventures XVI LLC | USA | - | 100% Unaudited | production Wind energy |
- | - | - | 150 | 150 | 150 | |
| Meadow Lake Wind Farm VII | USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| LLC | production Wind energy |
||||||||||
| Blue Marmot I LLC | USA | - | 100% Unaudited | production | - | - | - | - | - | - |
| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERE D ADDRESS % DIRECT |
INTEREST | % INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE CAPITAL |
RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| Blue Marmot II LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Blue Marmot III LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Blue Marmot IV LLC | USA | - | 100% Unaudited | Wind energy | - | - | - | - | - | - | |
| Blue Marmot V LLC | USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| Blue Marmot VI LLC | USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| production Wind energy |
|||||||||||
| Blue Marmot VII LLC | USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| Blue Marmot VIII LLC | USA | - | 100% Unaudited | production | - | - | - | - | - | - | |
| Blue Marmot IX LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Blue Marmot X LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Blue Marmot XI LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Horse Mountain Wind Farm LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Riverstart Solar Park LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Riverstart Solar Park II LLC | USA | - | 100% Unaudited | Wind energy | - | - | - | - | - | - | |
| Hidalgo Wind Farm II LLC | USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| Wind Turbine Prometheus LP | USA | - | 100% Unaudited | production Wind energy |
6 | -6 | - | - | - | - | |
| production Wind energy |
|||||||||||
| Lost Lakes Wind Farm LLC | USA | - | 100% | KPMG | production 147,501 Wind energy |
-10,427 | - | 782 | 782 | 137,856 | |
| Quilt Block Wind Farm LLC | USA | - | 100% Unaudited | production | 10,382 | -18 | - | -5 | -5 | 10,359 | |
| Whitestone Wind Purchasing LLC |
USA | - | 100% Unaudited | Wind energy production |
2,714 | -1,110 | - | -31 | -31 | 1,573 | |
| Blue Canyon Windpower V LLC |
USA | - | 51% | KPMG | Wind energy production |
81,361 | 46,139 | - | 6,223 | 6,223 | 133,723 |
| Sagebrush Power Partners LLC |
USA | - | 100% | KPMG | Wind energy production 163,685 |
-28,917 | - | 2,976 | 2,976 | 137,745 | |
| Marble River LLC | USA | - | 100% Unaudited | Wind energy production 251,691 |
21,957 | - | 554 | 554 | 274,202 | ||
| Blackstone Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production 109,684 |
-3,126 | - | 1,466 | 1,466 | 108,024 | ||
| Aroostook Wind Energy LLC | USA | - | 100% Unaudited | Wind energy | 39,089 | -347 | - | -4,762 | -4,762 | 33,980 | |
| Jericho Rise Wind Farm LLC | USA | - | 100% | KPMG | production Wind energy |
55,682 | -44 | - | 140 | 140 | 55,778 |
| Martinsdale Wind Farm LLC | USA | - | 100% Unaudited | production Wind energy |
4,103 | -30 | - | - | - | 4,073 | |
| Signal Hill Wind Power | production Wind energy |
||||||||||
| Project LLC Tumbleweed Wind Power |
USA | - | 100% Unaudited | production Wind energy |
4 | -4 | - | - | - | - | |
| Project LLC | USA | - | 100% Unaudited | production Wind energy |
4 | -4 | - | - | - | - | |
| Stinson Mills Wind Farm LLC | USA | - | 100% Unaudited | production | 3,773 | -94 | - | - | - | 3,679 | |
| OPQ Property LLC | USA | - | 100% Unaudited | Wind energy production |
- | 165 | - | - | - | 165 | |
| Meadow Lake Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production 219,025 |
-13,057 | - | -215 | -215 | 205,753 | ||
| Wheat Field Wind Power Project LLC |
USA | - | 51% | KPMG | Wind energy production |
34,722 | 39,272 | - | 6,000 | 6,000 | 79,993 |
| High Trail Wind Farm LLC | USA | - | 100% | KPMG | Wind energy production 206,100 |
43,377 | - | 7,371 | 7,371 | 256,848 | |
| Madison Windpower LLC | USA | - | 100% | KPMG | Wind energy production |
13,610 | -7,928 | - | -1,294 | -1,294 | 4,388 |
| Mesquite Wind LLC | USA | - | 100% | KPMG | Wind energy production 146,022 |
58,413 | - | 3,026 | 3,026 | 207,461 | |
| BC2 Maple Ridge Wind LLC | USA | - | 100% | KPMG | Wind energy production 266,298 |
63 | - | -12,019 -12,019 | 254,341 | ||
| Blue Canyon Windpower II | USA | - | 100% | KPMG | Wind energy | 25,491 | - | -3,622 | -3,622 | 131,662 | |
| LLC Telocaset Wind Power |
USA | - | 51% | KPMG | production 109,793 Wind energy |
63,777 | 43,763 | 317 | 6,922 | 6,922 | 114,779 |
| Partners LLC | production Wind energy |
||||||||||
| Post Oak Wind LLC | USA | - | 51% | KPMG | production 175,410 Wind energy |
63,926 | - | 1,893 | 1,893 | 241,229 | |
| High Prairie Wind Farm II LLC | USA | - | 51% | KPMG | production | 90,144 | 11,092 | 390 | 3,198 | 3,198 | 104,824 |
| Old Trail Wind Farm LLC | USA | - | 51% | KPMG | Wind energy production 239,911 |
28,443 2,503 | 9,214 | 9,214 | 280,071 | ||
| Cloud County Wind Farm LLC | USA | - | 51% | KPMG | Wind energy production 211,498 |
14,994 | - | 2,504 | 2,504 | 228,996 | |
| Pioneer Prairie Wind Farm I LLC |
USA | - | 51% | KPMG | Wind energy production 344,994 |
44,038 7,832 | 13,651 | 13,651 | 410,516 | ||
| Arlington Wind Power Project LLC |
USA | - | 51% | KPMG | Wind energy production 109,343 |
11,654 | - | 1,902 | 1,902 | 122,900 |

| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERE D ADDRESS % DIRECT |
INTEREST | % INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE CAPITAL |
RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| Rail Splitter Wind Farm LLC | USA | - | 100% | KPMG | Wind energy production 200,953 |
-35,795 | - | -5,981 | -5,981 | 159,177 | |
| Meadow Lake Wind Farm VII LLC |
USA | - | 100% | KPMG | Wind energy production 158,697 |
-14,023 | - | 261 | 261 | 144,935 | |
| Black Prairie Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production |
6,080 | -2 | - | - | - | 6,077 | |
| Meadow Lake Wind Farm IV LLC |
USA | - | 100% Unaudited | Wind energy production 103,042 |
-6,424 | - | 766 | 766 | 97,384 | ||
| Blackstone Wind Farm II LLC | USA | - | 100% Unaudited | Wind energy production 237,468 |
-8,715 | - | 1,990 | 1,990 | 230,744 | ||
| Saddleback Wind Power Project LLC |
USA | - | 100% Unaudited | Wind energy production |
2,336 | -407 | - | - | - | 1,928 | |
| Meadow Lake Wind Farm III LLC |
USA | - | 100% Unaudited | Wind energy production 113,932 |
-2,741 | - | 3,104 | 3,104 | 114,295 | ||
| 2007 Vento I LLC | USA | - | 100% | KPMG | Wind energy production 690,285 |
16,721 | - | 12,586 | 12,586 | 719,592 | |
| 2007 Vento II LLC | USA | - | 51% | KPMG | Wind energy production 581,868 |
-4,401 | - | -188 | -188 | 577,280 | |
| 2008 Vento III LLC | USA | - | 51% | KPMG | Wind energy production 679,028 |
-5,003 | - | -580 | -580 | 673,444 | |
| 2009 Vento IV LLC | USA | - | 100% | KPMG | Wind energy production 202,443 |
-813 | - | -134 | -134 | 201,497 | |
| 2009 Vento V LLC | USA | - | 51% | KPMG | Wind energy production |
83,581 | -807 | - | -133 | -133 | 82,641 |
| 2009 Vento VI LLC | USA | - | 100% | KPMG | Wind energy production 149,686 |
-658 | - | -120 | -120 | 148,908 | |
| Horizon Wind Ventures I LLC | USA | - | 100% Unaudited | Wind energy production 103,529 434,246 |
- | 18,337 | 18,337 | 556,112 | |||
| Horizon Wind Ventures IB LLC |
USA | - | 51% Unaudited | Wind energy production |
39,296 190,283 | - | 32,180 | 32,180 | 261,760 | ||
| Horizon Wind Ventures IC LLC |
USA | - | 51% Unaudited | Wind energy production 356,870 |
98,004 | - | 26,081 | 26,081 | 480,956 | ||
| Horizon Wind Ventures II LLC | USA | - | 100% Unaudited | Wind energy production 132,022 |
10,060 | - | 1,947 | 1,947 | 144,029 | ||
| Horizon Wind Ventures III LLC |
USA | - | 51% Unaudited | Wind energy production |
35,583 | 21,841 | - | 7,390 | 7,390 | 64,813 | |
| Horizon Wind Ventures VI LLC |
USA | - | 100% Unaudited | Wind energy production |
95,209 | 6,516 | - | 2,539 | 2,539 | 104,265 | |
| Clinton County Wind Farm LLC |
USA | - | 100% Unaudited | Wind energy production 251,698 |
-7 | - | - | - | 251,691 | ||
| Antelope Ridge Wind Power Project LLC |
USA | - | 100% Unaudited | Wind energy production |
12,170 | -12,161 | - | -11 | -11 | -1 | |
| Lexington Chenoa Wind Farm II LLC |
USA | - | 100% Unaudited | Wind energy production |
569 | -569 | - | - | - | - | |
| Blackstone Wind Farm III LLC | USA | - | 100% Unaudited | Wind energy production |
5,945 | -5,940 | - | -14 | -14 | -8 | |
| Lexington Chenoa Wind Farm LLC |
USA | - | 100% Unaudited | Wind energy production |
11,761 | -39 | - | -4 | -4 | 11,718 | |
| Paulding Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production |
13 | -6 | - | -9 | -9 | -2 | |
| Paulding Wind Farm II LLC | USA | - | 51% | KPMG | Wind energy production 124,412 |
24,261 | - | 4,596 | 4,596 | 153,269 | |
| Meadow Lake Wind Farm V LLC |
USA | - | 100% Unaudited | Wind energy production |
6,945 | -10 | - | - | - | 6,935 | |
| Waverly Wind Farm LLC | USA | - | 51% Unaudited | Wind energy production 293,205 |
291 | - | 4,424 | 4,424 | 297,920 | ||
| Blue Canyon Windpower VI LLC |
USA | - | 100% | KPMG | Wind energy production 118,288 |
6,082 | - | 1,700 | 1,700 | 126,070 | |
| Paulding Wind Farm III LLC | USA | - | 100% | KPMG | Wind energy production 101,064 |
-302 | - | 476 | 476 | 101,239 | |
| 2010 Vento VII LLC | USA | - | 100% | KPMG | Wind energy production 161,873 |
-579 | - | -123 | -123 | 161,171 | |
| 2010 Vento VIII LLC | USA | - | 100% | KPMG | Wind energy production 165,301 |
-750 | - | -118 | -118 | 164,433 | |
| 2011 Vento IX LLC | USA | - | 51% | KPMG | Wind energy production 127,022 |
-497 | - | -118 | -118 | 126,407 | |
| Horizon Wind Ventures VII LLC |
USA | - | 100% Unaudited | Wind energy production 102,383 |
6,453 | - | 2,002 | 2,002 | 110,838 | ||
| Horizon Wind Ventures VIII LLC |
USA | - | 100% Unaudited | Wind energy production 107,066 |
2,307 | - | 1,265 | 1,265 | 110,639 | ||
| Horizon Wind Ventures IX LLC |
USA | - | 51% Unaudited | Wind energy production |
49,757 | -5,691 | - | 11 | 11 | 44,077 | |
| EDPR Vento IV Holding LLC | USA | - | 100% | KPMG | Wind energy production |
65,454 | - | - | - | - | 65,454 |
| Headwaters Wind Farm LLC | USA | - | 51% Unaudited | Wind energy production 308,401 |
9,832 | - | 8,904 | 8,904 | 327,137 | ||
| Lone Valley Solar Park I LLC | USA | - | 51% Unaudited | Wind energy production |
27,378 | 826 | - | -266 | -266 | 27,938 | |
| Lone Valley Solar Park II LLC | USA | - | 51% Unaudited | Wind energy production |
50,021 | 2,262 | - | -308 | -308 | 51,974 | |
| Rising Tree Wind Farm LLC | USA | - | 51% | KPMG | Wind energy production 149,306 |
3,297 | - | 4,881 | 4,881 | 157,484 | |
| Arbuckle Mountain Wind Farm LLC |
USA | - | 51% | KPMG | Wind energy production 156,968 |
318 | - | -1,154 | -1,154 | 156,132 | |
| Hidalgo Wind Farm LLC | USA | - | 100% | KPMG | Wind energy production 191,415 |
-15 | - | 740 | 740 | 192,140 |
| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERE D ADDRESS % DIRECT |
INTEREST | % INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE CAPITAL |
RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| Rising Tree Wind Farm III LLC |
USA | - | 51% | KPMG | Wind energy production 183,489 |
3,086 | - | 5,770 | 5,770 | 192,346 | |
| Rising Tree Wind Farm II LLC | USA | - | 51% | KPMG | Wind energy production |
32,983 | 10 | - | 1,494 | 1,494 | 34,487 |
| Wheat Field Holding LLC | USA | - | 51% | KPMG | Wind energy production |
34,765 | -29 | - | -14 | -14 | 34,722 |
| EDPR WF LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Sustaining Power Solutions LLC |
USA | - | 100% Unaudited | Wind energy production |
24,592 | -4,696 | - | -22,824 -22,824 | -2,928 | ||
| Green Power Offsets LLC | USA | - | 100% Unaudited | Wind energy production |
10 | -12 | - | 2 | 2 | - | |
| Arkwright Summit Wind Farm LLC |
USA | - | 100% Unaudited | Wind energy production |
16,255 | -9 | - | -1 | -1 | 16,245 | |
| EDPR Vento I Holding LLC | USA | - | 100% Unaudited | Wind energy production 345,142 |
- | - | - | - | 345,142 | ||
| Turtle Creek Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production |
4,791 | - | - | -9 | -9 | 4,782 | |
| Rio Blanco Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production |
2,301 | - | - | - | - | 2,301 | |
| BC2 Maple Ridge Holdings LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Cloud West Wind Project LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Five-Spot LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Horizon Wind Chocolate Bayou I LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Alabama Ledge Wind Farm LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Ashford Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Athena-Weston Wind Power | USA | - | 100% Unaudited | Wind energy | - | - | - | - | - | - | |
| Project LLC Lexington Chenoa Wind Farm |
USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| III LLC Blackstone Wind Farm IV LLC |
USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| WTP Management Company | USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| LLC Blackstone Wind Farm V LLC |
USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| Blue Canyon Windpower III | USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| LLC Blue Canyon Windpower IV |
USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| LLC Broadlands Wind Farm II LLC |
USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| Broadlands Wind Farm III | production Wind energy |
||||||||||
| LLC | USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| Broadlands Wind Farm LLC Chateaugay River Wind Farm |
USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| LLC Cropsey Ridge Wind Farm |
USA | - | 100% Unaudited | production Wind energy |
- | - | - | - | - | - | |
| LLC | USA | - | 100% Unaudited | production | - | - | - | - | - | - | |
| EDPR Wind Ventures X LLC | USA | - | 100% Unaudited | Wind energy production |
62,531 | 21,386 | - | 7,476 | 7,476 | 91,394 | |
| EDPR Wind Ventures XI LLC | USA | - | 51% Unaudited | Wind energy production 129,956 |
3,563 | - | 6,307 | 6,307 | 139,827 | ||
| EDPR Wind Ventures XII LLC | USA | - | 51% Unaudited | Wind energy production |
82,271 | -1,649 | - | 171 | 171 | 80,793 | |
| EDPR Wind Ventures XIII LLC | USA | - | 51% Unaudited | Wind energy production 126,961 |
-63 | - | 2,580 | 2,580 | 129,478 | ||
| EDPR Wind Ventures XIV LLC | USA | - | 51% Unaudited | Wind energy production |
76,107 | - | - | 2,576 | 2,576 | 78,683 | |
| Crossing Trails Wind Power Project LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Dairy Hills Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Diamond Power Partners LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| East Klickitat Wind Power Project LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Ford Wind Farm LLC | USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Gulf Coast Windpower Management Company LLC |
USA | - | 75% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Horizon Wind Energy Northwest IV LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Horizon Wind Energy Northwest VII LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Horizon Wind Energy Northwest X LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Horizon Wind Energy Northwest XI LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - |

| OTHER GROUP COMPANIES CONTINUING REGISTERE RESERVES EQUITY D ADDRESS % DIRECT % INDIRECT SHARE NET TOTAL OPERATIONS AUDITOR ACTIVITY ITEMS INTEREST INTEREST CAPITAL PROFIT EQUITY Horizon Wind Energy Wind energy USA - 100% Unaudited - - - - - - Panhandle I LLC production Horizon Wind Energy Wind energy USA - 100% Unaudited - - - - - Southwest I LLC production Horizon Wind Energy Wind energy USA - 100% Unaudited - - - - - - Southwest II LLC production Horizon Wind Energy Wind energy USA - 100% Unaudited - - - - - - Southwest III LLC production Horizon Wind Energy Wind energy USA - 100% Unaudited - - - - - Southwest IV LLC production Horizon Wind Energy Valley I Wind energy USA - 100% Unaudited - - - - - - LLC production Horizon Wind MREC Iowa Wind energy USA - 75% Unaudited - - - - - Partners LLC production Horizon Wind Freeport Wind energy USA - 100% Unaudited - - - - - - Windpower I LLC production Juniper Wind Power Partners Wind energy USA - 100% Unaudited - - - - - - LLC production Wind energy Machias Wind Farm LLC USA - 100% Unaudited - - - - - production Blue Canyon Windpower VII Wind energy USA - 100% Unaudited - - - - - - LLC production Wind energy New Trail Wind Farm LLC USA - 100% Unaudited - - - - - production Wind energy North Slope Wind Farm LLC USA - 100% Unaudited - - - - - production Wind energy Number Nine Wind Farm LLC USA - 100% Unaudited - - - - - - production Pacific Southwest Wind Farm Wind energy USA - 100% Unaudited - - - - - LLC production Horizon Wyoming Wind energy USA - 100% Unaudited - - - - - - Transmission LLC production Wind energy Buffalo Bluff Wind Farm LLC USA - 100% Unaudited - - - - - production Wind energy Sardinia Windpower LLC USA - 100% Unaudited - - - - - - production Western Trail Wind Project I Wind energy USA - 100% Unaudited - - - - - - LLC production Whistling Wind WI Energy Wind energy USA - 100% Unaudited - - - - - Center LLC production Simpson Ridge Wind Farm Wind energy USA - 100% Unaudited - - - - - - LLC production Coos Curry Wind Power Wind energy USA - 100% Unaudited - - - - - Project LLC production Horizon Wind Energy Midwest Wind energy USA - 100% Unaudited - - - - - - IX LLC production Horizon Wind Energy Wind energy USA - 100% Unaudited - - - - - - Northwest I LLC production Wind energy AZ Solar LLC USA - 100% Unaudited - - - - - production Wind energy Peterson Power Partners LLC USA - 100% Unaudited - - - - - - production Big River Wind Power Project Wind energy USA - 100% Unaudited - - - - - LLC production Wind energy Tug Hill Windpower LLC USA - 100% Unaudited - - - - - - production Whiskey Ridge Power Wind energy USA - 100% Unaudited - - - - - - Partners LLC production Wilson Creek Power Partners Wind energy USA - 100% Unaudited - - - - - LLC production Black Prairie Wind Farm II Wind energy USA - 100% Unaudited - - - - - - LLC production Black Prairie Wind Farm III Wind energy USA - 100% Unaudited - - - - - LLC production Wind energy 2015 Vento XIV LLC USA - 51% KPMG production 299,491 - - -106 -106 299,384 Wind energy 2011 Vento X LLC USA - 100% KPMG production 119,909 -456 - -117 -117 119,336 Simpson Ridge Wind Farm II Wind energy USA - 100% Unaudited - - - - - - LLC production Simpson Ridge Wind Farm III Wind energy USA - 100% Unaudited - - - - - - LLC production Simpson Ridge Wind Farm IV Wind energy USA - 100% Unaudited - - - - - LLC production Simpson Ridge Wind Farm V Wind energy USA - 100% Unaudited - - - - - LLC production Athena-Weston Wind Power Wind energy USA - 100% Unaudited - - - - - - Project II LLC production Wind energy 17th Star Wind Farm LLC USA - 100% Unaudited - - - - - production Green Country Wind Farm Wind energy USA - 100% Unaudited - - - - - - LLC production Wind energy 2014 Vento XI LLC USA - 51% KPMG production 311,081 -14 - -14 -14 Wind energy EDPR Solar Ventures I LLC USA - 51% Unaudited 48,889 359 - 1,266 1,266 production |
THOUSAND EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| - | ||||||||||
| 311,053 | ||||||||||
| 50,515 |
| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERE D ADDRESS % DIRECT |
INTEREST | % INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE CAPITAL |
RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT |
TOTAL EQUITY |
| 2014 Sol I LLC | USA | - | 51% | KPMG | Wind energy production |
77,576 | -103 | - | -79 | -79 | 77,395 |
| 2014 Vento XII LLC | USA | - | 51% | KPMG | Wind energy production 184,825 |
-15 | - | -15 | -15 | 184,795 | |
| Rolling Upland Wind Farm LLC |
USA | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| 2015 Vento XIII LLC | USA | - | 51% | KPMG | Wind energy production 344,051 |
-237 | - | -109 | -109 | 343,705 | |
| EDP RENEWABLES CANADA LTD. |
Canada | 100% | Unaudited | Holding | 21,145 | -4,917 | 100 | -670 | -670 | 15,658 | |
| EDP Renewables Sharp Hills Project LP |
Canada | - | 100% Unaudited | Wind energy production |
- | -11 | - | -30 | -30 | -41 | |
| EDP Renewables Canada LP Holdings Ltd. |
Canada | - | 100% Unaudited | Wind energy production |
7,180 | 15,562 | - | 224 | 224 | 22,965 | |
| SBWF GP Inc. | Canada | - | 51% Unaudited | Wind energy production |
1 | 1 | - | - | - | 2 | |
| South Dundas Wind Farm LP | Canada | - | 51% | KPMG | Wind energy production |
20,781 | 5,355 -742 | 2,398 | 2,398 | 27,792 | |
| Nation Rise Wind Farm GP Inc. |
Canada | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| Nation Rise Wind Farm LP | Canada | - | 100% Unaudited | Wind energy production |
- | -1 | - | -15 | -15 | -16 | |
| South Branch Wind Farm II GP Inc. |
Canada | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| South Branch Wind Farm II LP |
Canada | - | 100% Unaudited | Wind energy production |
- | -2 | - | - | - | -2 | |
| EDP Renewables Sharp Hills Project GP Ltd. |
Canada | - | 100% Unaudited | Wind energy production |
- | - | - | - | - | - | |
| EDP RENOVÁVEIS BRASIL, S.A. |
Brazil | 100% | - | KPMG | Holding 102,216 | 1,345 -7,870 | 3,378 | 3,378 | 99,070 | ||
| Central Nacional de Energia Eólica, S.A. |
Brazil | - | 51% | KPMG | Wind energy production |
3,613 | 367 | - | 942 | 942 | 4,922 |
| Elebrás Projetos, S.A. | Brazil | - | 51% | KPMG | Wind energy production |
30,252 | 601 | - | 8,764 | 8,764 | 39,616 |
| Central Eólica Baixa do Feijão I, S.A. |
Brazil | - | 51% | KPMG | Wind energy production |
10,003 | -169 | - | 476 | 476 | 10,310 |
| Central Eólica Baixa do Feijão II, S.A. |
Brazil | - | 51% | KPMG | Wind energy production |
11,092 | 109 | - | 463 | 463 | 11,664 |
| Central Eólica Baixa do Feijão III, S.A. |
Brazil | - | 51% | KPMG | Wind energy production |
19,390 | 145 | - | 68 | 68 | 19,602 |
| Central Eólica Baixa do Feijão IV, S.A. |
Brazil | - | 51% | KPMG | Wind energy production |
11,874 | 8 | - | 635 | 635 | 12,517 |
| Central Eólica JAU, S.A. | Brazil | - | 51% | KPMG | Wind energy production |
9,140 | 223 | - | 175 | 175 | 9,538 |
| Central Eólica Aventura I, S.A. |
Brazil | - | 51% Unaudited | Wind energy production |
- | 4,026 | - | 16 | 16 | 4,042 | |
| Central Eólica Aventura II, S.A. |
Brazil | - | 100% Unaudited | Wind energy production |
35 | -7 | - | -7 | -7 | 21 | |
| Central Eólica Babilônia I, S.A. |
Brazil | - | 100% Unaudited | Wind energy production |
8 | -8 -1,574 | -6 | -6 | -1,580 | ||
| Central Eólica Babilônia II, S.A. |
Brazil | - | 100% Unaudited | Wind energy production |
9 | -8 -1,574 | -1 | -1 | -1,575 | ||
| Central Eólica Babilônia III, S.A. |
Brazil | - | 100% Unaudited | Wind energy production |
9 | -9 -1,574 | -36 | -36 | -1,609 | ||
| Central Eólica Babilônia IV, S.A. |
Brazil | - | 100% Unaudited | Wind energy production |
8 | -8 -1,574 | -6 | -6 | -1,579 | ||
| Central Eólica Babilônia V, S.A. |
Brazil | - | 100% Unaudited | Wind energy production |
8 | -8 -1,574 | -1 | -1 | -1,575 | ||
| SOUTH ÁFRICA WIND & SOLAR POWER, S.L.U. |
Spain | 100% | - Unaudited | Other economic activities |
386 | 661 | - | -321 | -321 | 726 | |
| EDP Renewables South Africa, Pty. Ltd. |
South Africa | - | 100% | Mazars Inc. |
Wind energy production |
3,916 | -658 | - | -2,611 | -2,611 | 647 |
| Dejann Trading and Investments, Pty. Ltd. |
South Africa | - | 100% | Mazars Inc. |
Wind energy production |
1,279 | -960 | - | -318 | -318 | - |
| Jouren Trading and Investments, Pty. Ltd. |
South Africa | - | 100% | Mazars Inc. |
Wind energy production |
1,660 | -1,478 | - | -181 | -181 | - |

| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSOCIATES | REGISTERED OFFICE % |
DIRECT INTEREST % |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | SHARE CAPITAL |
RESERVES | OTHER EQUITY ITEMS |
NET PROFIT CONTINUING OPERATIONS TOTAL |
TOTAL EQUITY |
|
| Aprofitament D´Energies Renovables de l´Ebre S.l |
Spain | - | 13.29% | PwC | Infrastructure management |
3,869 | -3,914 | - | -1,130 -1130 | -1,175 | |
| Biomasas del Pirineo, S.A. |
Huesca, Spain |
- | 30% | Unaudited | Biomass: electricity production |
455 | -217 | - | - | - | 238 |
| Parque Eólico Sierra del Madero, S.A. |
Soria, Spain | - | 42% | Ernst&Young | Wind energy production |
7,194 | 16,337 | - | 475 | 475 | 24,006 |
| Desarrollos Eólicos de Canarias, S.A. |
Las Palmas de Gran Canaria, Spain |
- | 44.75% | KPMG Wind: wind farm development |
2,392 | 638 | - | 661 | 661 | 3,691 | |
| Solar Siglo XXI, S.A. | Ciudad Real, Spain |
- | 25% | Unaudited | Photovoltaic energy production |
80 | -18 | - | - | - | 62 |
| Parque Eólico Belmonte, S.A. |
Madrid, Spain |
- | 29.90% Ernest&Young | Wind energy production |
120 | 4,373 | - | 97 | 97 | 4,590 | |
| Eoliennes en Mer Dieppe - Le Tréport, S.A.S. |
France | - | 43% | Ernst&Young | Wind energy production |
14,471 | -1,048 | - | -678 -678 | 12,745 | |
| Les Eoliennes en Mer de Vendee, SAS |
France | - | 43% | Ernst&Young | Wind energy production |
17,187 | -1,062 | - | -687 -687 | 15,438 | |
| Ceprastur, A.I.E. | Oviedo | - | 56.76% | Unaudited | Mini-hydroelectric electricity production |
361 | 35 | - | -7 | -7 | 389 |
| Eólica de Coahuila, S. de R.L. de C.V. |
Mexico City | - | 51% | Unaudited | Wind energy production |
6,821 | -168 | 1,872 | 212 | 212 | 8,737 |
| Tebar Eólica, S.A | Spain | - | 50% | Abante Audit Aditores SL |
Wind energy production |
4,720 | 1,978 | - | - | - | 6,698 |
| Windplus,S.A | Portugal | - | 19.4% | PwC | Wind energy production |
1,250 | 1,049 | - | 320 | 320 | 2,619 |
| Evolución 2000,S.L | Spain | - | 49.15% | KPMG | Wind energy production |
118 | 13,650 | - | 1,422 1,422 | 15,190 | |
| Desarrollos energéticos Canarios, S.A |
Spain | - | 49.90% | Unaudited Wind: wind farm development |
60 | -25 | - | - | - | 35 | |
| Compañía Eólica Aragonesa |
Spain | - | 50% | Deloitte | Wind energy production |
6,701 | 59,059 | - | -1,483 -1,483 | 64,277 | |
| Flat Rock Windpower II LLC |
USA | - | 50% | E&Y | Wind energy production |
- | - | - | - | - | - |
| Flat Rock Windpower LLC |
USA | - | 50% | E&Y | Wind energy production |
- | - | - | - | - | - |
| Blue Canyon Windpower LLC |
USA | - | 0% | PwC | Wind energy production |
- | - | - | - | - | - |




| EDP Renováveis in Brief | |
|---|---|
| Vision, Mission, Values and Commitments | 7 |
| World Presence | 00 |
| Business Description | 10 |
| Stakeholder Focus | 11 |
| Sustainability Roadmap | 14 |
| 2017 in Review | |
| Key Metrics Summary | 16 |
| Share Performance | 18 |
| Organization | |
| Shareholders | 19 |
| Governance Model | 20 |
| Organization Structure | 24 |



1.1.1. VISION, MISSION, VALUES AND COMMITMENTS

A global energy, renewable company, leader in value, creation, innovation and sustainability.

through behaviour and attitude of our people.
of shareholders, employees, customers, suppliers and other stakeholders.
in the way we perform.
to create value in our areas of operation.
aimed at the quality of life for current and future generations.

Aim to be a long-term market leader in the renewable energy sector, pursuing credibility through safety, value creation, social responsibility, innovation, and respect for the environment.
EDPR is a market leader with top quality assets in 12 countries, managing a global portfolio of 11.0 GW of installed capacity, 828 MW under construction and much more in pipeline development, employing 1,220 employees.
Employees


Our renewable energy business grossly comprises the development, construction and operation of wind farms and solar plants to generate and deliver clean electricity.

Search for sites with top-class wind conditions or irradiance resource and analyse grid connection feasibility.
Engage with local public authorities to secure environmental, construction, operating and other licenses.
Build access roads, prepare foundations, assemble wind turbines or solar panels, construct substation.
Monitor real-time operational data, analyse performance and identify opportunities for improvement.
Contact local landowners and negotiate leasing agreement.
Evaluate potential operational and financial risks and find appropriate finance to the project.
Celebrate the benefits of renewable energy with local communities, authorities and other stakeholders.
Keep availability figures at the highest level possible and minimise failure rates.
Install meteorogical equipment to collect and study wind profile and solar radiance.
Optimize the layout of the farm and select the best fit of equipment model based on the site characteristics.
Complete grid connection and start to generate renewable electricity.
A better energy, a better future, a better world!
EDPR has a strong commitment in engaging with all its stakeholders. Based on the group's policies, the company aims to be innovative and forward-looking in the way it manages its relationships with employees, suppliers, local communities, investors, media, financial institutions and others. The following image represents the Stakeholders Groups allocated to the four categories:

EDPR follows four commitments when interacting with the stakeholders: Comprehend, Communicate, Collaborate and Trust. These belong to a comprehensive plan that involves all business areas and uses cross-functional tools.
| COMPREHEND | COMMUNICATE |
|---|---|
| Include, identify and prioritize: | Inform, listen and respond: |
| EDPR regularly identifies the stakeholders that influence the company and works to analyze and understand their expectations and interests in the decisions that directly impact them. |
Committed in promoting a two-way dialogue with stakeholders through information and consulting initiatives is part of a EDPR's objective. This can be attainable by listening, informing and responding to stakeholders in a consistent, clear, rigorous and transparent manner, resulting in a strong, meaningful and lasting relationship. |
| COLLABORATE | TRUST |
| Integrate, share, cooperate and report: | Transparency, integrity, respect and ethics: |
| EDPR aims to collaborate with stakeholders by building strategic partnerships that aggregate and disperse knowledge, skills and tools. These will promote the creation of shared value in a differentiating way. |
One of the company's beliefs is the importance of a trustworthy relationship with the stakeholders in establishing stable, long-term relationships. These relationships with the stakeholders are based on values |
like transparency, integrity and mutual respect.
The governance of this methodology is institutionalized through the two main groups: Stakeholder Steering Committee and Working Group, followed by a system: CRM. The Stakeholder Steering Committee and Working Group include an heterogeneous group of members from different areas of the company. The first cluster is composed with leaders in touch with each Stakeholder group and with a more strategic view. This group was created to establish the Stakeholders Management Plan, monitor progress and evaluate results. While the second cluster, is in charge of enacting the committee's plans, make the ideas operational and impactful. The inclusion of a digital tool (CRM) in this plan, has the objective to facilitate deployment, internal knowledge-sharing and follow-up, as well as monitoring.

The communication channels play a key role in managing the relations with the stakeholders. To ensure continuous dialogue and a close relationship with them, EDPR uses the most effective channels to identify and manage expectations, minimizing and ensuring better control of the risks allocated to each stakeholder group. To clarify, EDPR has enumerated the main channels of each group of the four main categories.
| Financial Entities | Website, Quarterly & annual Reports and Presentations Meetings & Inquiries |
|---|---|
| Competitors | Website, Events & Conferences |
| Investor & shareholders | Website, Quarterly & annual Reports and Presentations. Meetings, Investor Day & Roadshows Inquiries |
| VALUE CHAIN | |
| Employees & Unions | Employees internal communications & surveys Intranet, Magazine, Newsletter, HR App & Corporate TV Annual Meeting, Training & Surveys |
| Meetings, emails Surveys & Inquines |
|
| Suppliers Scientific Community |
Corporate Social Responsability Programs Meetings & Events |
| NGOS | Corporate Social Responsibility Events, Meetings & Events |
|---|---|
| Local presence, meetings, Sponsorships | |
| Visits to the wind-farms & Inaugurations | |
| Local Communities | Website, Conferences |
| Meetings | |
| Surveys & Inquiries | |
| Municipalities | Events & Corporate Social Responsibility Events |
| Media & Opinion | |
| Leaders | Meetings & Events Website, Conferences |
| Interactions, Events & meetings (with Regulators & Tax Authorities ) |
|||
|---|---|---|---|
| Interactions, Events & meetings | |||
| Interactions, Events & meetings | |||
The communication channels are the center of stakeholder management, by allocating to each group a specific and tailored communication channel, alongside with the results of the Stakeholders Global Survey, EDPR can effectively identify perceptions, expectations, value drivers and behaviors of each stakeholders. This way, the company can keep improving each year in order to reach a better communication relationship between the stakeholder groups. Through these channels, EDPR has registered 29 complains during 2017 regarding society impacts, most of them related to possible interferences with TV signal in France. All of them with related cost corrective actions valuated in ¼7k.
This year, EDPR completed a Stakeholder Management Plan cycle with the possibility of comparing results regarding the previous year. This comparison of the performance and the monitoring evolution provided a developed perspective on stakeholder management, as well as on medium-term planning and policies. Furthermore, the accomplishment of the cycle provided essential information to drew up renewed and improved guidelines for stakeholder value management of the following year.

At a global level, Sustainability is framed by 17 Sustainable Development Goals defined by the United Nations for the 2015-2030 horizon. In the development of its commitments, EDPR will guide its contributions by 2030 in eight of the seventeen Sustainable Develoment Goals.
EDPR, as a renewable energy company, creates great expectations in its stakeholders about Sustainability. Responding to these expectations and aligned with EDPR's contribution to the SDGs, the company keeps committed to excel in all three pillars of Sustainability namely the economic, the environmental and the social - defining a


strategy of best practices. Following a culture of continuous improvement, 10 Sustainability goals were defined within the 2016-2020 Business Plan.
This roadmap brings together the three sustainability pillars and is laid down in 10 different areas: Operational
growth, Risk controlling, Economic value creation, Environment, Value circle, People, Governance, Stakeholder Engagement, Innovation and Society. Defined goals make performance measurable to help drive the company as a growing leader in value creation, innovation and sustainability.
| Sustainability Roadmap Indicators (2016-20) |
Execution 2016 - 2017 |
|---|---|
| • Installed capacity:700 MW /year • Avoided CO2:+10% (CAGR vs.2015-20) • < 1% emitted / avoided CO2 |
• Increased 685 MW average • Avoided CO2:+9% (CAGR vs. 2015-17) • 0.1% emitted / avoided CO2 |
| • EBITDA: +8% (CAGR vs. 2015-20) • Net Profit: +16% (CAGR vs. 2015-20) • Core OPEX/MW: -1% (CAGR vs. 2015-20) |
• Adj. EBITDA1: +12% (CAGR vs. 2015-17) • Adj. Net Profit1: +45% (CAGR vs. 2015-17) • Core OPEX/Avg. MW: -3% (CAGR vs. 2015-17) |
| • 100% Certified MWs (ISO 14001) • 100% of critical suppliers with environmental management system (EMS) |
• 91% Certified MWs (ISO 14001) based on 2016 Installed Capacity • 83% critical suppliers with EMS |
| • Maintain hazardous wastes and used water per GWh ratios aligned with previous years • >90% hazardous wastes recovered |
• 31.6 Kg./GWh and 0.51 l/MWh in 2017 • 98% hazardous wastes recovered in 2017 (excluding accidents) |
| • 100% Certified MWs (OHSAS 18001) • 100% of critical suppliers with H&S management system • Zero accidents mind-set |
• 91% Certified MWs (OHSAS 18001) • 88% of critical suppliers with H&S management system • Zero accidents mind-set |
| • Zero tolerance for unethical behaviors | • One communication to the Ethics Ombudsman2 |
| • Stakeholders Plan development in all geographies | • Stakeholders execution plan in Spain |
| • c. €10 million investments (incl. energy storage and offshore structures) |
• c. €2 million investment in 2016-2017 |
| • >80% of employees in trainning activities • >40% of employees in volunteering activities |
• 99% of employees received trainning in 2017 • 33% of employees participated in volunteering activities |
| • c. €2.5 million investment | • c. €1.2 million investment in 2016-2017 |
1 EBITDA and Net Profit adjusted by non-recurrent events: 2015 Adj. EBITDA: €1.0 billion; 2015 Adj. Net Profit: €108 million; 2016 Adj. EBITDA: €1.2 billion; 2016 Adj. Net Profit: €104 million; 2017 Adj. EBITDA: €1.3 billion; 2017 Adj. Net Profit: €226 million. Adj. Net Profit CAGR would be equivalent to 16% without asset life extension adjustment effective since January 2017.
2 In 2017 there was one communication to the Ethics Ombudsman through the Ethics Channel. However, it was decided to reject this claim as it was not considered as an issue related to the Code of Ethics.


1,220 EMPLOYEES +13% vs 2016 91 CAPACITY CERTIFIED OHSAS 18001 AND ISO 14001 CORE OPEX/ AVERAGE MW €42k/MW -2% vs 2016 22 mt CO2 EMISSIONS AVOIDED +10% vs 2016 981m +13% vs 2016 OPERATING CASH-FLOW GENERATION 27,621 GWh +13% vs 2016 35 hrs/employee 99 TRAINED EMPLOYEES
EDPR has 872.3 million shares listed and admitted to trading in NYSE Euronext Lisbon. On December 29th, 2017 EDPR had a market capitalization of ¼6.1 billion, above the ¼5.3 billion at previous year-end, and equivalent to €6.97 per share. In 2017 total shareholder return was +16%, considering the dividend paid on May 8th of €0.05 per share.


| EDPR IN CAPITAL MARKETS | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Opening price (€) | 6.04 | 7.25 | 5.404 | 3.86 | 3.99 |
| Minimum price (€) | 5.71 | 5.70 | 5.3 | 3.87 | 3.58 |
| Maximum price (€) | 7.20 | 7.28 | 7.25 | 5.7 | 4.36 |
| Closing price (€) | 6.97 | 6.04 | 7.25 | 5.4 | 3.86 |
| Market capitalization (€ million) | 6,077 | 5,265 | 6,324 | 4,714 | 3,368 |
| Total traded volume: Listed & OTC (million) | 421.94 | 291.07 | 289.22 | 396.84 | 448.15 |
| …of which in Euronext Lisbon (million) | 101.63 | 103.50 | 109.67 | 149.48 | 200.29 |
| Average daily volume (million) | 1.65 | 1.13 | 1.13 | 1.56 | 1.76 |
| Turnover (€ million) | 2,744.04 | 1,828.34 | 1,824.08 | 1,976.41 | 1,759.20 |
| Average daily turnover (€ million) | 10.76 | 7.11 | 7.13 | 7.75 | 6.9 |
| Rotation of capital (% of total shares) | 48% | 32% | 33% | 46% | 51% |
| Rotation of capital (% of floating shares) | 215% | 141% | 148% | 205% | 229% |
| Share price performance | 15% | -17% | 34% | 40% | -3% |
| Total shareholder return | 16% | -16% | 35% | 41% | -2% |
| PSI 20 | 15% | -12% | +11% | -27% | +16% |
| Down Jones Eurostoxx Utilities | 16% | -8% | -5% | +12% | +9% |

1 Spanish interim regulatory revision for wind energy assets, 22-Feb 13 EDPR established new Tax Equity structure in the US, 18-Jul
EDPR total share capital is, since its initial public offering (IPO) in June 2008, composed of 872,308,162 shares issued with a nominal value of five euros each, fully paid. All these shares are part of a single class and series and are admitted to trading on the NYSE Euronext Lisbon regulated market.
The majority of the company's share capital is owned by EDP Group, holding 82.6% of the share capital and voting rights, since the General and Voluntary Public Tender Offer closed in August 2017, where EDP Group acquired 5.03% of EDPR's share capital and voting rights. EDP Group is a vertically integrated utility company, the largest generator, distributor and supplier of electricity in Portugal, has significant operations in electricity and gas in Spain and is one of the largest private generation group in Brazil through its stake in Energias do Brasil. In the Iberian Peninsula, EDP is the third largest electricity generation company and one of the largest distributors of electricity. EDP has a relevant presence in the world energy outlook, being present in 14 countries and close to 12,000 employees around the world. In 2017, EDP had an installed capacity of 26.8 GW, generating 70 TWh, of which 39% come from wind. EDP is part of sustainability indexes (DJSI World and Europe), following its performance in the economic, social and environmental dimensions. Its holding company, EDP SA, is a listed company whose ordinary shares are traded in the NYSE Euronext Lisbon since its privatization in 1997.
Besides the qualified shareholding of EDP Group, MFS Investment Management - an American-based global investment manager formerly known as Massachusetts Financial Services - communicated to CNMV in September 2013 an indirect qualified position, as collective investment institution, of 3.1% in EDPR share capital and voting rights.
EDPR has an international base of investors. Excluding EDP Group, EDPR shareholders comprise more than 33,500 institutional and private investors spread worldwide. Institutional investors represent about 99% of EDPR investor base (ex-EDP Group), while the remaining 1% stand private investors, most of whom are resident in Portugal. Within institutional investors, investment funds are the major type of investor, followed by sustainable and responsible funds (SRI). EDPR is a member of several financial indexes that aggregate top performing companies for sustainability and corporate social responsibility.
EDPR shareholders are spread across 21 countries, being United States the most representative country, accounting for 32% of EDPR shareholder base (ex-EDP Group), followed by United Kingdom, Australia, France, Netherlands, Norway and Portugal. In Rest of Europe the most representative countries are Belgium, Switzerland and Sweden.



Corporate governance is about promoting corporate fairness, transparency and accountability. EDPR's corporate governance structure specifies the shareholders, board of directors, managers and other stakeholders' rights and responsibilities and spells out the rules and procedures for making decisions on corporate affairs. It also incorporates the organization's strategic response to risk management.
The corporate governance structure adopted is the one in effect in Spain. It comprises a General Meeting of Shareholders and a Board of Directors that represents and manages the company. As required by the law and established in the company's articles of association, the Board of Directors has set up four specialized committees. These are the Executive Committee, the Audit and Control Committee, the Nominations and Remunerations Committee and the Committee on Related-Party Transactions.

General Shareholders' Meeting is the body where the shareholders participate, it has the power to deliberate and adopt decisions, by majority, on matters reserved by the law or the articles of association.

António Mexia Chairman

João Manso Neto Vice-Chairman and CEO

General Secretary

Duarte Bello COO Europe & Brazil

João Paulo Costeira COO Offshore & CDO

Miguel Angel Prado COO North America

Nuno Alves

João Lopes Raimundo João de Mello Franco Jorge Santos





Gilles August Francisco da Costa Acácio Piloto

José Ferreira Machado Manuel Menéndez Chairman

Francisca Guedes de Oliveira

Executive Committee Audit and Control Committee


Nominations and Remunerations Committee Related-Party Transactions Committee Independent Member



EDPR's BoD shall consist of no less than 5 and no more than 17 Directors, including a Chairperson. Currently it is composed by 17 board members, out of which 10 are independent. BoD members are elected for 3 years period and may be re-elected for equal periods.
EDPR's BoD has the broadest power for the administration, management and governance of the company, with no limitations other than the responsibilities expressly and exclusively invested in the General Shareholders Meeting, in the company's articles of association or in the applicable law. Its members must meet at least 4 times a year, preferably once a quarter. Nonetheless, the Chairperson, on his own initiative or that of 3 Directors, shall convene a meeting whenever he deems fit for the company's interests.
EDPR's Executive Committee (EC) is composed by four members, including the Chief Executive Officer (CEO). The CEO, João Manso Neto, is empowered to ensure the daily management of the business and to coordinate the implementation of the BoD decisions and the Corporate and General Management functions, partially assigning those to the other executive officers.
In 2017, EDPR approved the new composition and areas of responsibility of the Executive Committee in order to address the challenges faced by the Company, namely the fulfillment of the Business Plan targets and the increased importance of Offshore Wind business. As part of these organizational restructuration, it was agreed to appoint João Paulo Costeira as Chief Operating Officer Offshore ("COO Offshore") and Chief Development Officer ("CDO") of EDPR.
Likewise, the Board of Directors approved the proposal from the Nominations and Remunerations Committee for the appointment of both Duarte Bello and Miguel Angel Prado as members of EDPR's Executive Committee, and for their appointments as Joint Directors and as Chief Operating Officer of Europe & Brazil and Chief Operating Officer of North America respectively.
The COO of Offshore, COO of Europe & Brazil and the COO of North America coordinate their platforms by developing, establishing and implementing the strategic plan for the renewable energy business in their respective platforms, in accordance with the guidelines set by the BOD. They are also responsible for planning, organizing and managing resources, controlling, measuring and improving the management of projects and subsidiary companies to achieve expected results to make EDPR a leader in the renewable energy sector in their respective platforms.
In addition to EC referred above, EDPR governance model contemplates permanent bodies, integrated all by independent members, with an informative, advisory and supervisory tasks independently from the BoD, such as:

EDPR governance model is reinforced by an incentive structure with transparent remuneration through variable remuneration based on key performance indicators.
The graphic below describes the remuneration policy. For further information on the remuneration policy refer to the Corporate Governance section.

Note: For COOs, KPIs have a weight of 80% and 68% for the calculation of the annual and multiannual variable compensation respectively. The remaining 20% and 32% are calculated based on a qualitative evaluation of the CEO about the annual performance.
For further detailed information regarding the responsibilities and roles of the different social bodies, as well as 2017 activity, please refer to the Corporate Governance section, at the end of this report. The company also posts its up-todate articles of association and regulations at www.edpr.com.
EDPR is organized around four main elements: a corporate center at the Holding and three business areas – Onshore Europe & Brazil, Onshore North America and Offshore platform.
Within EDPR Europe & Brazil platform, there are different business units, one for each of the countries where the company operates, namely Spain, Portugal, France/Belgium, Italy, Poland, Romania and finally Brazil.
Similarly, in the EDPR North America platform, there are three business units, that represent the operational regions in the continent: West, Central (includes Mexico) and East (includes Canada).
Finally, EDPR's Offshore business area is dedicated to Wind Offshore projects, namely projects in UK and France.
| GORDORATE HOLDING | ||||||
|---|---|---|---|---|---|---|
| EUROPE & BRAZIL | NORTH AMERICA | OFFSHORE | ||||
| Spain Portugal | Reform | US West US Central US East | ||||
| Polland | Bearil |
The model is designed with several principles in mind to ensure optimal efficiency and value creation.
| Accountability alignment |
Critical KPIs and span of control are aligned at project, country, platform and holding level to ensure accountability tracking and to take advantage of complementarities derived from end-to-end process vision. |
|---|---|
| Client-service | Corporate areas function as competence support centers and are internal service providers to all business units for all geographical non-specific needs. Business priorities and needs are defined by local businesses and best practices are defined and distributed by corporate units. |
| Lean organization | Execution of activities at holding level are held only when significant value is derived, coherently with defined EDPR holding role. |
| Collegial decision making |
Ensures proper counter-balance dynamics to ensure multiple-perspective challenge across functions. |
| Clear and transparent | Platforms organizational models remain similar to allow for: x Easy coordination, vertically (holding-platforms) and horizontally (across platforms); Scalability and replicability to ensure efficient integration of future growth. x |
EDPR Holding seizes value creation, through the dissemination of best practices in the organization and the standardization of corporate processes to the platforms and the business units to improve efficiency. Its internal coordination model and interface with EDP group impacts both the company's processes (activities performed, processes steps, inputs and outputs, and decision-making mechanisms) and the company's structure, with an alignment of functions and responsibilities with the processes configuration.
The EDPR Holding structure was designed to accomplish two fundamental roles: Strategic Management and Transversal Operation.
Strategic Management covers to a) adopt a coordination model within the group, supporting the Executive Committee in the definition and control of the strategy policies and objectives; b) define specific strategic initiatives; c) review the accomplishment of the company's business plan; d) define transversal policies, rules and procedures; e) control key performance indicators.
Transversal Operation deals to i) ensure the alignment of all the platforms with the defined strategy; ii) capture synergies and optimize support processes; and iii) systematically and progressively concentrate supporting activities in shared service business units with the group.
Ethical behaviour is absolutely essential for the functioning of the economy. EDPR recognizes its importance and complexity, and is committed to address ethics and its compliance. But is employees' responsibility to comply with ethical obligations.
Ethics are the cornerstone of EDPR strategy, to the extent that EDPR has a Code of Ethics and an Anti-Corruption regulation that go beyond just defining the company principles to be adopted, but also how employees and any other service provider working on behalf of EDPR should behave when dealing with the company stakeholders. The Code of Ethics has its own regulation that defines a process and channels to report any potential incident or doubt on the application of the code. The Ethics Ombudsman is behind this communication channel, and to analyze and present to the Ethics Committee any potential ethical problem. The code is communicated and distributed to all employees and interested parties, and complemented with tailored training sessions.
EDPR's Code of Ethics applies to all company employees, regardless of their position in the organization and working location, and they all must comply with. Our suppliers should be aligned with the spirit of our Code of Ethics, and this is reflected in our procurement policies. The Ethics Ombudsman plays an essential role in the ethics process. He guarantees impartiality and objectivity in registering and documenting all complaints of ethical nature submitted to him. He monitors their progress and ensures that the identity of the complainants remains confidential, while entering into contact with them whenever appropriate, until the case is closed.

In 2017 there was one communication to the Ethics Ombudsman through the Ethics Channel. However, it was decided to reject this claim as it was not considered as an issue related to the Code of Ethics.
The Code of Ethics has been widely circulated among employees of the Group through internal communications mechanisms, individual shipments, delivery to new employees, and intranet publishing. The Code of Ethics is also attached to the labour agreements of the new hires to their written acknowledgement when they join the Company. Likewise, in the Welcome Presentation organized every year for the new hires of EDPR, it is also explained the main contents of these documents, as well as the Ethics Channel existence and functioning. This information is also published on the Intranet and website of the Company.
There is a strong commitment by the Company in relation to the dissemination and promotion of compliance with the Code available to all employees through training, questionnaires, and open discussions of the findings. To this extent, from March to December 2016, EDP offered an online Ethics training ("Ética EDP") available to all employees of both Europe/Brazil and North America platforms. This course achieved a major participation of around 900 EDPR employees. This type of training will be performed periodically.
In order to ensure compliance with the standards of Anti-Corruption Regulation in all geographies where EDPR operates, the Company has developed an Anti-Corruption Policy of application to all EDPR Group, which was approved by its Board of Directors on December, 2014, and updated in 2017.
This Anti-Corruption Policy implies a series of procedures regarding the relationships of EDPR employees with external parties, namely the approval of certain actions regarding hospitality to and from external parties, charitable donations, and sponsorships. The Anti-Corruption Policy is available at the Company's website and intranet, and it is also attached to the labour agreements of the new hires to their written acknowledgement when they join the Company. Likewise, in the Welcome Presentation, the main contents of these documents and its functioning are also explained.
In addition, EDPR has no knowledge of any contingencies related to environment, labour practices or human rights.
At EDPR, from 1,220 employees, 20% were covered by collective bargaining agreements. Collective bargaining agreements apply to all employees working under an employment relationship with some companies of EDPR group, regardless of the type of contract, the professional group into which they are classified, their occupation or job. However, matters relating to the corporate organization itself, the laws of each country or even usage and custom in each country result in certain groups being expressly excluded from the scope of collective bargaining agreements.
The collective bargaining agreements that are applied at EDPR are usually negotiated at state level or regional level, and EDPR may be just one of the players among other leading sectorial companies in the negotiation with employees' representatives, and in some cases, governmental representatives. In Portugal and Brazil, EDP negotiates its own agreements with employees, and those apply to all employee working for companies of the group, including EDPR.
During the last years, EDPR has performed different benchmark analysis of the benefits stated at the different collective bargaining agreements that apply to our employees, comparing them against the benefits offered by the company and, in general terms, the company offers a more competitive benefits package compared to what is stated in the collective bargaining agreement.
| Business Environment | |
|---|---|
| Renewable Energy: a response to climate change | 31 |
| The Evolution of Renewables around the World in 2017 | 33 |
| Supportive Policy Instruments | 34 |
| Regulation Overview | 35 |
| Corporate Renewables PPAs; A New Framework on the Road | 41 |
| Business Plan | 42 |
| Selective Growth | 43 |
| Operational Excellence | 45 |
| Self-funding Model | 47 |
| Risk Management |




The Earth's climate has been changing at an unprecedented scale in the last century. The fifth Intergovernmental Panel on Climate Change report states that the current warming trend can be largely attributed to human activity with a probability higher than 95%. The World Meteorological Organization confirmed in January 2018 that the last three years were the warmest ones on record: 2016 holds the global record, whilst 2017 was the warmest year without the El Niño effect and was followed by extreme weather around the world.
As it stands, the world is on track to massively miss the goals set forth in the Paris Agreement, with around 1.1° C of global average temperature rise1 already witnessed since the pre-industrial era. To remain within the Paris Agreement boundaries, the world can only afford around 0.4° C to 0.9° C of additional average warming. Current country pledges, also known as "Nationally Determined Contributions" (NDCs), could lead to an emission decline in the coming years, but are not sufficient to reach the goals, as under the current policy pathway the rise in temperature would range between 2.6° C and 3.2° C by the end of the century according to Climate Action Tracker 2.
Around 66% of all greenhouse gas emissions comes from energy generation and use, which highlights the need to decarbonize the energy sector to effectively mitigate climate change. In particular, the impact of the electricity sector is quite significant as it is by far the largest source of CO2 emissions, accounting for about 40% of all energy-related emissions. Therefore, to achieve the targets set by the Paris Agreement, the sector needs a resounding transformation from fossil-based to clean energy generation. The transition towards a clean power sector is particularly relevant in the context of electrification of the economy especially of the heating and transportation sectors. Electric vehicles represent one of the most promising technologies for the electrification and decarbonisation of the transportation sector and according to Bloomberg in 20 years the sales of electric vehicles could surpass the ones from internal combustion vehicles. The mass adoption of electric vehicles would result in a paradigm shift for both transportation and power sectors: on one hand, it would boost electricity demand; on the other hand, since renewables tend to be intermittent by nature as they are dependent on weather conditions, the possibility of the electric vehicle to function as a storage unit able to return electricity to the grid, would help to compensate and integrate a larger share of renewable sources.
According to the International Renewable Energy Agency (IRENA), renewable energy, coupled with energy efficiency gains, can provide 90% of the CO2 emissions reductions needed by 2050 to stay within the Paris Agreement boundaries. In this scenario, renewable technologies could generate more than 80% of all electricity by 2050, including a 52% share from wind and solar which would have to grow from today's approximately a 5.5% share. The leading role of renewables
1 Data source: NASA
2 The Climate Action Tracker (CAT) is an independent scientific analysis produced by three research organizations tracking climate action: Climate Analytics, Ecofys and NewClimate Institute
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has been noticed by governments around the world and most countries have included renewable energy targets in their NDCs; from the 194 signatory countries of the United Nations Framework Convention on Climate Change that submitted NDCs, 145 referred to renewables as an effective way to mitigate climate change and 109 set specific renewable energy targets. At least 1.3 TW of renewable capacity is expected to be added globally by 2030 from NDC implementation, which means a 76% increase. Although current NDCs are not enough to achieve the Paris Agreement's targets, the socalled "ratchet mechanism", designed to periodically raise NDCs' ambition, could eventually align them with the required 2º C target.
A clean energy revolution is naturally underway not only because it is sustainable but also because it makes economic sense; onshore wind and solar PV costs have been declining and these technologies are now among the cheapest sources of energy in a growing number of countries, as highlighted by Lazard, Bloomberg New Energy Finance and IRENA. The competitiveness of renewables has been clearly evidenced in 2017 with wind (onshore and offshore) and solar PV's tenders beating a record of low prices all around the globe.

The awareness that renewables makes sense is increasingly growing in all sectors. Corporations, for instance, have been signing Power Purchases Agreements (PPA) with renewable generators in order to fill their electricity needs. Renewables represent now an increasingly share of new investments in power-generating facilities3 and according to BNEF, renewable energy sources are set to represent almost 75% of the investments in new power generation technologies until 2040. Not surprisingly, Europe's major utilities pledged to become carbon-neutral "well before 2050" and even several oil and gas major companies have significantly increased their investment in renewables during the recent years. Funding institutions are also stepping back from fossil fuel projects; the World Bank announced in December 2017 that it would cease to finance upstream oil and gas after 2019 and investment funds, such as the Norway's wealth fund, banks and pension funds have announced similar pledges. Likewise, global green bond4 issuance hit a record of USD 155.5 billion in 2017 and could reach USD 250-300 billion in 2018, according to a research from the Climate Bonds Initiative.
According to a study published by IRENA in January 2018, the EU could double the renewables' share in its energy mix, cost effectively, even without considering the economic value associated with health and environmental benefits. The share could rise to 34% in the total energy mix and up to 50% in the electricity mix (compared to 29% in 2015).
3 According to Bloomberg, global clean energy investment in 2017 was the second highest ever at USD 333.5 billion and representing an annual increase of 3% 4 Debt instruments to be used for projects that promote climate and environmental sustainability purposes
Wind power capacity additions in the World amounted to 52.6 GW in 2017, 3.7% below the previous year, reaching a total capacity of 539.6 GW, according to Global Wind Energy Council (GWEC).
In Asia, China remained the undisputed world's wind power leader, connecting 19.5 GW, a slight decrease compared to 2016's additions (23.3 GW), rising its total wind capacity to 188.2 GW. 2017 was also a strong year for India that installed 4.1 GW, cementing its position as fourth largest wind market in the world.
Regarding North America, the US was the world's second player in capacity additions, with 7.0 GW installed in 2017, fuelled by Texas (2.3 GW), Oklahoma (0.9 GW), Kansas (0.7 GW), New Mexico (0.6 GW) and Iowa (0.4 GW). Cumulative capacity reached 89.1 GW with Texas remaining the leader with 22.6 GW, over than three times more than any other state. Canada and Mexico had both modest years in terms of new capacity, with only 0.3 GW and 0.5 GW respectively.
In Europe, 2017 was a record year for both onshore and offshore installations, with 16.8 GW of new capacity coming online RQVKRUH DQG RIIVKRUH, an increase of 21% versus the previous year. Germany remained the most dynamic market, connecting 6.6 GW and representing 39% of all of Europe's new capacity. Six more EU countries had also a record year in terms of additions: namely the UK (4.3 GW), France (1.7 GW), Finland (0.6 GW), Belgium (0.5 GW), Ireland (0.4 GW) and Croatia (0.1 GW). With these results, Germany sealed its place as the EU country with the largest installed wind power capacity (56.1 GW), followed by Spain (23.2 GW), the UK (18.9 GW) and France (13.8 GW).
Concerning Latin America, Brazil had an outstanding year, adding 2.0 GW of installed capacity but for the remaining countries in the region it was a rather quiet year. Other emerging economies that achieved good results in capacity additions were South Africa (0.6 GW), Thailand and Pakistan (0.2 GW each).
2017 was also the best year ever for offshore wind, with Europe installing 3.2 GW, a 25% growth versus 2016, achieving a cumulative capacity of 15.8 GW, being this surge propelled by the UK and Germany, which added 1.7 GW and 1.2 GW, respectively. The sector remains highly concentrated in a few countries, with the UK, Germany, Denmark, Netherlands and Belgium representing a 98% share of the total installed capacity. 2017 will undoubtedly be remembered as a landmark year for the offshore wind industry also because the first floating offshore wind farm (30 MW) was connected in the coast of Scotland. China and other countries in Asia are also showing some progress; according to Platts, China installed 1.2 GW in 2017, bringing its total offshore capacity to 2.8 GW, while Japan, South Korea and Taiwan only saw small additions. Offshore wind is also starting to kick-off in the US.
Solar PV market grew by 26% in 2017, making it the best year ever, with 99 GW of capacity additions, according to GTM Research.
China surpassed the astonishing milestone of 50 GW, installing around 52 GW according to China's National Energy Administration, a record figure never seen before and clearly above expert's estimates.
According to GTM Research, the US added 11.8 GW of solar PV in 2017, a 22% decline versus 2016, due to the spike in installations in 2016 from projects scheduled to come online before the expected drop-down of the ITC.
Europe added 8.6 GW in 2017, according to Solar Power Europe, representing a year-on-year growth of 28%. The big surprise came from Turkey which installed 1.8 GW of solar technology, overtaking Germany (1.75 GW) as Europe's most dynamic solar market. France and the Netherlands also showed signs of progress, adding 0.9 GW each.
A wide range of remuneration schemes has traditionally supported Renewables' projects. However, the most frequent schemes are:
The table below describes the overall current regulation in the geographies where EDPR operates.
| COUNTRY | SHORT DESCRIPTION | COUNTRY | SHORT DESCRIPTION |
|---|---|---|---|
| • Sales can be agreed under PPAs (up to 20 years), Hedges or Merchant prices • Renewable Energy Credits (REC) subject to each state regulation • PTC (wind-projects): collected for 10-years since COD (\$24/MWh in 2017). Phase out for projects that start construction post 2016 (no PTC post 2019 projects). Projects |
United Kingdom |
• Market price plus Green Certificate ("Renewable Obligation Certificate") system in place since 2002 • The GC system closed in 2017, being gradually replaced by a Contract-for-Difference scheme awarded through competitive tenders |
|
| US | have 4 years to be placed in service in order to qualify • ITC: 30% ITC for solar projects and new wind-projects can opt for ITC instead of PTC. Phase out for wind projects follows a similar scheme of the PTC. Phase out for solar projects (projects put in place after 2023 will qualify for just 10% ITC) |
Belgium | • Market price plus Green Certificate (GC) system • Separate GC prices with cap and floor for Wallonia (€65/MWh-100/MWh) • System to adjust the number of GC per MWh according to a predefined profitability level |
| • Feed-in Tariff (Ontario) • Renewable Energy Support Agreement (Alberta) |
• Option to negotiate long-term PPAs | ||
| Canada Mexico |
• Duration: 20-years • Technological-neutral auctions (opened to all technologies) in which bidders offer a global package price for the three different products (capacity, electricity generation and green certificates) • EDPR project: bilateral Electricity Supply Agreement under self‐supply regime for a 25-year period |
Poland | • (OHFWULFLW\SULFHFDQEHHVWDEOLVKHGWKURXJKELODWHUDOFRQWUDFWV RUVHOOLQJWRGLVWULEXWRUDWUHJXODWHGSULFH3/10:KIRU 4 • Wind receive 1 GC/MWh which can be traded in the market. Electric suppliers have a substitution fee for non compliance with GC obligation. From Sep-17 onwards, substitution fee is calculated as 125% of the average market price of the GC from the previous year and capped at 300PLN |
| Spain | • Wind energy receives pool price and a premium per MW, if necessary, in order to achieve a target return established as the Spanish 10-year Bond yields plus a reasonable spread. The so called reasonable spread for the first regulatory period has been defined as 300 bps. • Premium calculation is based on standard assets (standard load factor, production and costs) • Since 2016, all the new renewable capacity is allocated through competitive auctions |
Romania | • 15-years green certificate (GC) scheme with a cap and floor currently at €29.4 and €35 respectively: • Wind-farms prior to 2013 receive 2 GC/MWh up to 2017 with postponement of 1 GC/MWh from July 1st 2013 to March 31st 2017, with gradual recovery from 2018 to 2025. From 2018 onwards will receie 1GC/MWh • Solar plants prior to 2013 receive 6 GC/MWh up to 2017 with postponement of 1 GC/MWh from July 1st 2013 to March 31st 2017, with gradual recovery from 2018 to 2025. From 2018 |
| • Old regime (before 2006): Feed-in Tariff (FiT) inversely correlated with load factor throughout the year. Duration: 15 years for a FiT updated monthly with inflation, through the later of 15 years of operation or 2020. Following agreement of the wind sector with the government in 2012, wind generators |
onwards will receie 1GC/MWh • Wind-farms post 2013 receive 1.5 GC/MWh until 2017 and 0.75 GC/MWh from 2018 onwards • Solar plants post 2013 receive 3 GC/MWh from 2014 onwards |
||
| Portugal | were offered the possibility to extend FiT's duration in exchange of annual payments between 2013 and 2020 • New regime (after 2006): price defined through competitive tenders |
• Wind farms in operation prior to the end of 2012 are remunerated under a pool + premium scheme applicable for the first 15 years of operation • Wind farms commissioned from 2013 onwards: competitive |
|
| France | • Until 2016: Feed-in Tariff for 15 years: • First 10 years: receive €82/MWh; inflation type indexation • Years 11-15: depending on load factor receive €82/MWh @2,400 hours decreasing to €28/MWh @3,600 hours; inflation type indexation • Since 2017: large-scale wind projects need to participate in competitive auctions in order to be granted a 20-year CfD |
Italy | tenders for a 20-year CfD scheme, implemented as a floor in the wind farm electricity price, conducted as reverse auctions where operators bid on the amount of the deduction on the pre-defined base amount |
| Brazil | • Old installed capacity under a feed-in tariff program ("PROINFA") • Since 2008, competitive auctions awarding 20-years PPAs |
The EU ETS is a key pillar of European climate policy since its implementation in 2005. The system works by putting a limit on overall emissions from covered installations (power sector and energy intensive industry), which is reduced each year. Within this limit, companies can buy and sell emission allowances as needed.
In November 2017, the European Parliament and Council of the European Union reached a provisional agreement to revise the EU ETS for the period 2021-2030 ("Phase IV"). This revision is aimed at putting the EU on track to achieving a significant part of its commitment under the Paris Agreement to reduce greenhouse gas emissions by at least 40% by 2030.
The key reforms agreed by the Parliament and Council included measures to enhance the EU ETS resilience and speed up emissions reductions along with additional safeguards to protect the EU industry against the risk of carbon leakage.
Formal agreement and endorsement by both co-legislators is expected for early 2018. Most analysts expect that these reforms will tighten the market surplus, pointed out as one of the main reasons for a depressed carbon price over the last years.
In November 2016, the European Commission (EC) presented a new package of measures with the goal of providing a stable legislative framework to facilitate the clean energy transition. This regulatory package aims to create a more competitive and sustainable EU energy sector, while compatible with the Paris Agreement commitments.
The package consists of eight legislative proposals, including a new "Renewable Energy Directive", the "New Market Design Initiative" and the "Energy Union Governance Regulation" and, together with four non-legislative documents and nine other reports and initiatives.
In 2017, considerable progress was made in different fields that would impact the future of renewables in Europe.
Concerning the Renewables Directive and the Governance regulation, the European Parliament, who advocates for a more ambitious package of reforms, voted in January 2018 for a for a 35% EU-wide renewable energy target for 2030, increasing the overall ambition of renewables deployment in Europe when comparing with the 27% proposed by the European Commission that reflects the conclusions of the Council of the European Union of October 2014 "2030 Climate and Energy Policy Framework". Although the final target remains to be agreed, it will likely be binding only at EU-level. However, on the positive side, Member States (MS) will be required to submit "National Plans" in which they would need to set self-defined renewable energy targets. At this regard, the Energy Council also agreed to set three indicative intermediate benchmarks in the next decade.
Some other recent positive developments have been welcomed by the renewable industry. On the one side, EU MS agreed to (i) give three years' visibility on the volume and budget of public support schemes for renewables and (ii) to avoid any retroactive measure affecting renewable support. The Energy Council also agreed to allow technology-specific auctions. Finally, MS will be required to remove barriers to Corporate Power Purchase Agreements.
Renewables are also key to the Electricity Market Design Initiative, with the Energy Council agreeing that renewables should have full and equal access to balancing and ancillary markets, while maintaining priority of dispatch for existing renewables' facilities (new facilities would be subject to a system of curtailment and compensation). The European Parliament will vote its amendment during the first quarter of 2018. Trilogue negotiations between the institutions (EC, Council and Parliament) in view of final agreements are expected to occur all year round.
This chapter describes the most relevant recent regulatory developments in the European-Brazilian countries where EDPR is present (for additional information, please refer to Note 01 of EDPR Consolidated Annual Accounts).

Since 2016, in line with the European regulation, all the new renewable capacity in Spain is allocated through auctions. The regulatory scheme is designed to provide a similar remuneration scheme to the one that applies to previous installations (ruled by RD 413/2014). Following this framework, tender participants are requested to bid discounts to the standard value of the "initial investment" parameter which determines the "investment premium", that would eventually be awarded.
In 2017, two auctions were held. The first one was in May and unlike previous auctions, it was technology neutral as different renewable technologies were allowed to compete. Nearly all the capacity was awarded to wind projects (2,979 MW out of 3,000 MW) and the remaining capacity was awarded to solar photovoltaic (PV) installations and "other technologies" representing 1 MW and 20 MW, respectively. The auction was very competitive and oversubscribed with all the wining participants bidding the maximum discount. Following the outcome of this tender, the Spanish government decided to launch an additional tender for a maximum of 3 GW, which was held in July and opened to wind and solar PV exclusively. The royal decree ruling the tender (RD 650/2017) included the possibility to increase the allocated capacity to all capacity bidding the same discount, provided it would not create an over cost to the system. Following this clause, all the capacity that offered the maximum allowed discount was awarded. Overall, 5,037 MW were awarded with solar PV power generators being the biggest winners with 3,909 MW compared to 1,120 MW from wind.
In November, the European Commission (through the Directorate-General for Competition) endorsed the Spanish support scheme for renewables, the RD 413/2014, which regulates the generation of electricity from renewable energy, cogeneration and waste. As such, the EU Commission confirmed that the Spanish support scheme for renewables is in line with the 2014 European State Aid Guidelines.
In August of 2017, the Portuguese government approved the Order 7087/2017 tightening the authorization process for new repowering and additional capacity, introducing in particular, the obligation for the Directorate-General for Geology and Energy to consult the electricity regulator that will have to assess its impact to the electricity system. The amendments to the decree ruling the repowering authorization process are still pending to be published.
A new contract-for-difference (CfD) scheme was released in December 2016, although existing projects still benefiting from the former feed-in tariff scheme. The new scheme obtained clearance from the European Commission, who confirmed that it was in line with the European "Guidelines on State aid for environmental protection and energy 2014- 2020". According to this new scheme, wind farms having requested a PPA in 2016 would receive a 15-year CfD, being the strike price and the terms of the tariff very similar to the previous feed-in tariff. From 2017 onwards, wind farms of more than 6 wind turbines (and more than 3 MW per turbine) need to participate in competitive tenders in order to obtain a 20-year CfD, the first tender was held in November 2017. The calendar of auctions until 2020 has been announced by the regulator and up to 3 GW of wind are expected to be tendered in this period, with two tenders of 500 MW each year. On the other hand, wind farms with a maximum of 6 wind turbines (and a maximum of 3 MW per turbine) do not need to participate in tenders. Wind farms of these characteristics having requested a PPA in 2017 are entitled for a 20-year CfD with a strike price ranging between €72/MWh and €74/MWh, depending on rotor size.
In December 2016, France launched a call for the third offshore wind tender, expected to be held in 2018, for a 400- 600 MW project in the coast of Dunkirk.
On November 2017, the Strategia Energetica Nazionale (National Energy Strategy), known by the acronym SEN, was presented after several months of public consultation. The SEN announced the complete phase-out of coal power generation by 2025 (five years ahead in comparison with the previous announcement), highlighting the renewables' role and calling for renewable energy to reach a 28% of energy consumption in 2030 from 17.5% in 2015. This strategy also stated that electricity from renewable sources should account for 55% in 2030, considerably above the 33.5% figure in 2015. Regarding the large-scale renewables' support, competitive auctions for fixed tariffs seems to remain in place through 2020 and long-term PPAs taking over after that.
In August 2017 a new methodology to calculate the substitution fee was approved. According to the new formula, the substitution fee will be calculated every year as 125% of the previous year average market price of the Green Certificate ("GC"), capped at 300 PLN. This new methodology implies a reduction of the substitution fee, previously set at 300 PLN, in particular due to current low prices of GCs.
Also in August, a new ordinance setting the new GC quotas for 2018 and 2019, was approved with the new quotas being defined at 17.5% for 2018 and 18.5% for 2019. In December the European Commission (through the Directorate-General for Competition) endorsed the Polish support scheme for renewables (2015/16 RES Act).
In March 2017, the Government Emergency Ordinance 24/2017 (the so-called "EGO 24/2017") amending Law 220/2008 was published. The main features of this ordinance are: (i) extension of the GC scheme until 2031 and of the GC validity until March 2032; (ii) approval of a new methodology for the GC quota calculation; (iii) removal of the indexation of the GC parameters (GC floor would remain fixed at €29.4 and GC cap would not only lose indexation but also be reduced to €35); (iv) extension of the GC recovery for wind energy from 2018 to 2025 (included) and extension of the GC postponement for solar PV until the end of 2024 and recovery from 2025 to 2030 (included) and (v) creation of an anonymous centralized platform to trade GC (from September 2017 GCs could only be traded there) and also of an anonymous market to sell energy together with GCs.
In September, the Department for Business, Energy & Industrial Strategy (DBEIS) and National Grid, published the results of the second CfD allocation round. In this round, a total of 3.3 GW of capacity awarded across eleven projects, including three wind offshore projects. EDPR's Moray East offshore project was awarded a 15-year CfD for the delivery of 950 MW wind generation at £57.50/MWh (2012 tariff-based), to be delivered starting in 2022-2023.
In October, DBEIS announced that an amount of £557 million would be available for Pot 2 CfD auctions for less established technologies, with the next auction taking place in spring 2019.

Two reverse auctions where wind projects could participate were held in December 2017. In the first reverse auction, 891 MW of projects secured contracts: 791 MW were solar PV projects and only 64 MW were wind. The second auction had 3.8 GW of projects awarded, including 1.4 GW of new wind power to start operations in January 2023 at an average R\$98.62/MWh, a record low price for this technology in the country. EDPR secured 219 MW, for two wind projects for a 20-year period at an initial price of R\$99 and R\$97/MWh (indexed to the Brazilian inflation).
Historically, the typical framework for wind and solar developments in the US has been decentralized, with no national feed-in tariff, resulting in a combination of three key top line drivers:
In addition, many states have passed legislation, mainly in the form of Renewable Portfolio Standards (RPS), that require utilities to purchase a certain percentage of their energy supply from renewable sources, setting penalties to those that do not accomplish. Typically, states use Renewable Energy Credits (RECs) as the compliance mechanism. Utilities or other subject entities are required to procure enough RECs to meet their obligations under the RPS. Utilities can choose to invest directly in renewable generation assets and generate a REC for each unit of renewable energy produced or, alternatively, can purchase RECs produced by other renewable generators either through long-term bilateral contracts or in the secondary market. As a result, many utilities set up auction systems to seek long-term power purchase agreements with renewable energy generators by which they procure renewable energy and RECs.
The relevant recent regulatory developments in North America are below described (for additional information, please refer to Note 01 of EDPR Consolidated Annual Accounts).

On December 2015, the US Congress approved the "Consolidated Appropriations Act, 2016" that included an extension of the PTC for wind (including the possibility of a 30% ITC instead of PTC) and an extension of the ITC for solar. As part of the extensions, Congress also introduced a phase out of the credits. Wind projects that start construction in 2020 or later will not be eligible for the PTC or ITC and solar projects placed in service after 2023 will qualify for just 10% ITC. On May 2016, the US Internal Revenue Service (IRS) issued guidance that wind farms have 4 years from their start of construction to be placed in service and qualify for the PTC. As a result, projects that start construction prior to yearend 2019 and are placed in service prior to year-end 2023 will be eligible for the PTC. The IRS ruling also includes a provision that allows developers to secure the PTC if 5% of a project's capital components by dollar value are safe harbored in a given year and construction is completed within 4 years. Thus, if a developer safe harbors 5% of project Capex in 2016 for a given project, the project will qualify for the 100% PTC if construction is completed by year-end 2020. The graphic below depicts the phase-out calendar:

Regarding RPS, some states have upgraded their targets in 2015-2017; California and New York both upgraded their RPS standards to target 50% renewables by 2030, Oregon upgraded their RPS to 50% by 2040, Vermont enacted an RPS of 75% by 2032, Michigan upgraded their RPS to 15% by 2021, the District of Columbia increased and extended its RPS to 50% by 2032, Maryland increased and accelerated its RPS to 25% by 2020 and Rhode Island increased and extended its RPS to 38.5% by 2035. Illinois supplemented its existing RPS standard by passing an energy bill to require utilities to source at least 4 TWh of new wind and 4 TWh of new solar by 2030. Massachusetts also supplemented its existing RPS by creating requirements for offshore wind and solar procurement. RPS obligations as a percent of state retail consumption (as of July 2017) are shown in the table below. Some states have separate goals for different types of utilities such as investor-owned utilities (IOUs), cooperatives (co-ops) or municipal power companies (munis). Other states like Iowa and Texas, have set targets for installed capacity, rather than for a percentage of sales.
| STATE | RPS OBJECTIVE | STATE | RPS OBJECTIVE |
|---|---|---|---|
| Arizona | 15% by 2025 | Montana | 15% by 2015 |
| California | 50% by 2030 | Nevada | 25% by 2025 |
| Colorado | 30% by 2020 (IOUs) 20% by 2020 (co-ops) 10% by 2020 (munis) |
New Hampshire | 24.8% by 2025 |
| Connecticut | 23% by 2020 | New Jersey | 22.5% by 2020 |
| Delaware | 25% by 2025 | New Mexico | 20% by 2020 (IOUs) 10% by 2020 (co-ops) |
| District of Columbia | 50% by 2032 | New York | 50% by 2030 |
| Hawaii | 100% by 2045 | North Carolina | 12.5% by 2021 (IOUs) 10% by 2018 (co-ops and munis) |
| Illinois | 25% by 2025 | Ohio | 12.5% by 2026 |
| Iowa | 105 MW by 1999 | Oregon | 50% by 2040 (large IOUs) 5-25% by 2025 (other utilities) |
| Maine | 40% by 2017 | Pennsylvania | 8.5% by 2020 |
| Maryland | 25% by 2020 | Rhode Island | 38.5% by 2035 |
| Massachusetts | 11.1% by 2009 +1%/yr | Texas | 5,880 MW by 2015 |
| Michigan | 15% by 2021 | Vermont | 75% by 2032 |
| Minnesota | 26.5% by 2025 Xcel: 31.5% by 2020 |
Washington | 15% by 2020 |
| Missouri | 15% by 2021 | Wisconsin | 10% by 2015 |
Another regulatory factor that could affect demand for renewable energy is national legislation or rule-making regarding carbon emissions. On August 2015, the Environmental Protection Agency (EPA) announced the Clean Power Plan (CPP), a rule to cut carbon pollution from existing power plants. On February 2016, the Supreme Court stayed implementation of the CPP pending judicial review and on October 2017, the EPA, led by Scott Pruitt, announced that it would sign a proposed rule to repeal the CPP. On December 2017, Scott Pruitt announced that the EPA will introduce a replacement rule for the CPP. It is otherwise unclear how the EPA will proceed. On a state level, some states already participate in carbon reduction programs. For example, California is a member of a carbon allowance market along with Quebec and Ontario. Meanwhile, some states in the eastern US (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New York, Rhode Island and Vermont) are members of the Regional Greenhouse Gas Initiative which seeks to reduce carbon emissions from the power sector.
In 2017, one of the most notable new legislation was the "Tax Cuts and Jobs Act of 2017" which, among many other changes, reduced the maximum corporate tax rate from 35% to 21% and introduced the Base Erosion Anti-Abuse Tax ("BEAT"). The final impacts of these changes are still uncertain on the renewable energy market. For example, the decreased corporate tax rate is projected to boost after-tax earnings from new renewable projects, but it could also reduce the market demand for the tax credits produced by new renewable energy assets. The "BEAT" provision is a tax intended to prevent companies from engaging in "earnings stripping", a method by which large, foreign-controlled companies loan funds to their U.S. subsidiaries and then deduct the interest payments, thus reducing their U.S. tax liability. The final version of the tax reform bill stated that companies could offset up to 80% of their "BEAT" liability through the PTC/ITC value.
Another notable federal-level development spanning 2017 into 2018 was the petition for an eventual announcement of a tariff on imported crystalline silicon photovoltaic (CSPV) modules. In late 2017, after considering a petition by Suniva and SolarWorld Americas, the U.S. International Trade Commission announced a set of recommendations for tariffs to President Trump. In January 2018, President Trump announced a 30% tariff beginning in 2018 and decreasing by 5% per year, exempting the first 2.5 GW of imports in each year. As a result, the cost of some modules might increase.
Growth in the US is motivated by several forces, including primarily the planned coal capacity retirements, RPS compliance in several states and demand from commercial and industrial entities.

New Canadian renewable supply is expected to be largely determined by provincial procurements. While some provinces already produce much of their electricity through renewable sources (largely due to hydro power), Alberta, Saskatchewan and Ontario have taken steps to increase renewable energy production. Alberta, where EDPR was awarded a long-term Renewable Energy Support Agreement for 248 MW of wind onshore in the 2017 auction, is pursuing a Renewable Energy Program in order to develop 5 GW of renewable electricity generation capacity by 2030. SaskPower, the principal electric utility of Saskatchewan, has a target of 50% renewable generation capacity by 2030. Ontario has conducted multiple Large Renewable Procurements in 2014-2016.
Mexico is redesigning its energy sector beginning with the constitutional amendment in 2013 and ending with implementation by end of 2018. The reforms bring about the end of state-owned vertically-integrated monopolies and open the door to significant opportunities for private sector participation across the supply chains for oil and gas and for electricity. Mexico's energy reforms advanced significantly in 2016 implementing changes that will provide remuneration for all forms of generation including wind and solar. The key mechanisms of interest to renewable developers are the implementation of the wholesale electricity market, long-term supply auctions, and financial transmission rights. Mexico has conducted three long-term supply auctions in order to procure new renewable electricity.
Corporations all around the world have been showing an increasing interest in sourcing their energy needs through renewable Power Purchase Agreements (PPAs), being wind and solar PV the most preferred technologies.
A corporate Power Purchase Agreement consists of a long-term contract under which a private enterprise or public institution (other than utilities) agrees to purchase electricity directly from an energy generator, rather than from a traditional supplier, for a pre-agreed price during a pre-agreed period of time, commonly with a term between 10 to 15 years. It differs from the traditional utility PPA in the sense that the off-taker is not an electricity distributor or supplier company, but rather the final consumer.
Early entrants to the corporate renewable PPA market were some of the world's biggest technological companies, including Google, Facebook or Amazon. However, the market has recently seen a diverse set of companies, including retailers and industrials entering into corporate renewable PPAs and other players as municipalities, universities and hospitals, which are also seizing opportunities.
Corporate renewable PPAs provide an opportunity for corporations to comply with their sustainability strategy commitments, by using renewable energy, therefore reducing their carbon footprint and enhancing their reputation and branding. Many private companies are setting themselves challenging energy and sustainability targets and are making these commitments public by joining international initiatives such as RE1001. Corporate renewable PPAs also improve cost predictability, which is especially important in a context of volatile or increasing energy prices, through the ability to set prices for a long-term period and avoid carbon and environmental penalties by complying with current and future regulatory requirements. Following the growing competitiveness of renewable energy technologies, latest PPAs signed around the world offered very attractive and stable prices to the off-takers.
From the renewable generators' perspective, corporate renewable PPAs bring predictability and visibility on future earnings to renewable generators who would be otherwise exposed to market volatility.
The corporate renewable PPA market has grown significantly in the last years, with nearly 19 GW of deals signed since 2008. According to Bloomberg New Energy Finance, a record of 5.4 GW in corporate renewable PPAs have been closed in 2017.
The U.S. is the preferred market for corporate renewable PPAs, with around 11.3 GW of agreements signed according to Bloomberg, supported by a compatible renewable framework, volatile (and sometimes high) electricity prices, existence of projects with abundant resource and wide availability of expertise in structuring electricity transactions. In Europe, the corporate renewable PPAs market has experienced a slow start but has been growing at a considerable pace in the last five years. Today, more than 3 GW of corporate renewable PPAs have been structured in Europe, being the UK, Scandinavian countries and the Netherlands the largest markets.
1 RE100 is a global initiative of influential corporations committed to 100% renewable electricity, working to massively increase demand for - and delivery of renewable energy
In May 2016, EDPR presented to the financial community its Business Plan for 2016-20 at the EDP Group Investor Day held in London. Several financial markets participants were present at the event, including press, online participants, investors, analysts and rating agencies, demonstrating a great interest in the group's equity story and strategy.
EDPR increased its 2014-17 Business Plan growth targets in the new Business Plan with stronger capacity additions and technological mix. Since its inception, EDPR has been performing a strategy focused on selective growth, by investing in quality projects with predictable future cash-flows, and seamless execution, supported by core competences that yield superior profitability, all embedded within a distinctive and self-funding model designed to accelerate value creation. As a result of undertaking such strategy, at the same time flexible enough to accommodate to changing business and economic environments, EDPR remains today a leading company in the renewable energy industry.
EDPR 2020 investment case will continue to be supported by a distinctive strategic agenda which is being successfully delivered in order to outperform its 2016-20 goals.

EDPR business model set to deliver predictable and solid growth targets in core markets…

…positioning to successfully lead a sector with increased worldwide relevance
1) EBITDA and Net Profit adjusted by non-recurrent events: 2015 Adj. EBITDA: €1.0 billion; 2015 Adj. Net Profit: €108 million; 2016 Adj. EBITDA: €1.2
billion; 2016 Adj. Net Profit: €104 million; 2017 Adj. EBITDA: €1.3 billion; 2017 Adj. Net Profit: €226 million. Adj. Target Net Profit CAGR would be equivalent to 16% without asset life extension adjustment effective since January 2017.
The selective growth strategic pillar is the key principle behind EDPR's investment selection process, it ensures that the projects that are finally built have the best fit with the company's low risk profile. This is achieved as new projects have long-term PPAs already secured or have been awarded long-term contracts under stable regulatory frameworks, as well as exhibiting above portfolio average load factor.
Target
EDPR's extensive pipeline has been an important contributing factor to the successful execution of this strategy as the availability of multiple projects coupled with strong development expertise guarantees that only the best, fully optimized projects are finally selected for investment.



EDPR is well on track to deliver on its business plan target growth of +3.5 GW cumulative from 2016 to 2020 (700 MW/year), with 86% of the capacity additions target already secured and 600 MW installed in 2017.
Efforts in new key areas like Solar and Offshore have already crystalized securing long-term growth.
The United States is EDPR's main growth driver for the 2016-20 Business Plan timeframe. The visibility over Production Tax Credit (PTC) tax scheme, the strong demand from both utilities, and commercial and industrial companies for long-term PPAs from wind energy projects, combined with EDPR's diversified portfolio of projects in this market support this solid growth opportunity.
The December 2015 extension of the PTC provides long-term visibility to US growth beyond 2016-20 for new wind energy projects, reinforces the strong fundamentals of the US wind market and supports EDPR's choice to shift growth to the US.
The Business Plan for 2016-20 targets 1.8 GW of wind onshore additions in the US, of which 1.3 GW were already secured as of December 2017 and are entitled to receive 100% PTC value. More than % of these projects were signed with non-utilities, another key driver of the US market.
In addition, it is worth mentioning that EDPR secured turbine components in 2016 that grant the option to install up to 3.1 GW of wind projects until 2020, benefitting from 100% of the PTC value. In 2017, EDPR also secured turbine components to be installed after 2021, offering more visibility post Business Plan.
In 2017, EDPR was awarded two long-term energy sale agreements in North America. The first a PPA in the State of Indiana for 75 MW of onshore wind with start of operation expected in 2018 and the second, a 20-year RESA for the delivery of 248 MW onshore wind in Alberta, Canada, with commercial operation to occur in December 2019.

For the 2016-20 Business Plan, EDPR growth in Europe represents c.15% of the planned capacity additions, a growth supported by identified short-term opportunities and medium-term pipeline options. In terms of growth by country, EDPR has high visibility to additions. Firstly, in Portugal, 216 MW will be added with a 20-year feed-in tariff, of which 49 MW are under construction. On top of those additions EDPR already installed 7 MW (3 MW of which solar) by 2017 and has 6 MW extra under construction related with over equipments. In Italy, with c.200 MW target additions, 44 MW were installed by 2017 and 127 MW more will be added with a 20-year contract of which 77 MW are currently under construction. In France, EDPR targets additions of c.100 MW through pipeline development, of which 46 MW were already installed by 2017 while 11 MW are currently under construction. In Spain, 25 MW net were added related with the acquisition of a 50% participation in a wind farm previously accounted as equity and EDPR was awarded 93 MW in January 2016, 68 MW of which are currently under construction.
In Brazil, EDPR already installed 331 MW, while 137 MW are currently under construction. EDPR has the objective to remain actively prospecting opportunities in Brazil, namely auction opportunities, given the strong fundamentals of the country, with high growth of electricity demand, robust renewable resources and availability of long-term energy supply agreements through an auction system.
In order to take advantage of this profitable renewable technology and considering its increasing competitiveness, EDPR included in its 2016-20 Business Plan a 10% growth target for PV solar. The US is the core market for this growth, where the technology is boosted by the Investment Tax Credit scheme, while in Europe, Brazil and Mexico developing options are based on fundamentals. In 2017 EDPR installed 63 MW of solar solar PV technology; 3 MW in Portugal and 60 MW in South Carolina with a 15-year PPA.

Offshore projects are being developed by EDPR, to support growth options and to capture this new wave of industry development. These projects, located in the UK and France, are expected to start operations beyond the 2016-20 Business Plan, but are already being developed through partnerships, from which the company is also able to further develop technological expertise in the sector. In 2017 EDPR was awarded, in a joint venture with ENGIE, a 15-year CfD in the UK for the delivery of 950 MW of offshore wind generation to be completed by 2022.
One of the strategic pillars that has always been a keystone of the company, setting it apart in the industry, is the drive to maximize the operational performance of its wind and solar plants. In this area, EDPR's teams, namely in operations and maintenance (O&M), have established a strong track record that supports challenging targets set in the 2016-20 Business Plan. For this period, EDPR has set targets for three key metrics: Load Factor, Technical Availability and Core Opex per MW. These metrics provide an overall view of the progress in EDPR wind assessment, O&M and cost control efforts. They also serve as good indicators for the overall operational efficiency of the company.

Availability is the ratio between the energy actually generated and the energy that would have been generated without any downtime due to internal reasons, namely due to preventive maintenance or repairs. Therefore it is a clear performance indicator of the company's O&M practices as it focuses on reducing to a minimum any malfunctions and performing maintenance activities in the shortest possible timeframe.
The company has always maintained high levels of availability, having registered availability of 97.8% in 2017, in line with its 2016-20 Business Plan target. EDPR will continue to improve availability through new predictive maintenance optimization measures supported by the 24/7 control and dispatch centre, reducing damages most common during extreme weather and improving the scheduling of planned stops. Also a new spare parts warehousing strategy will be key in reducing downtime during unexpected repairs.
Load factor (or net capacity factor) is a measure for the renewable resource quality, that reflects the percentage of the maximum theoretical energy output, in a given period.
Ensuring the assets generate the maximum amount of energy possible is a key success factor. With regards to the operating portfolio, optimizing load factor is linked to the improvement of availability as above described and, if possible, introducing productivity enhancement retrofits that boost production by equiping older turbine models with the most upto-date technological improvements available to increase efficiency in the utilization of the available resources of renewables. The energy assessment and engineering teams are responsible for the wind farms and solar plants development and designe in a way that maximizes load factor. They define the optimal layout of the plant by matching the positioning and choice of turbines with the characteristics of the site, specially the terrain, from the collected resource measurements and their estimated energy outputs.
The company has consistently maintained levels of load factor in the range of 29-30%, having registered 31% in 2017, which is slightly below the P50 (mean probability) assessment for the current fleet, given the lower wind resource in the period when compared with an average year. For 2020 EDPR has a target to reach 33% load factor, mainly on the back of the increase competitiveness of new capacity additions.
In addition to all company initiatives to boost production, EDPR also focuses on strict cost control efforts to improve efficiency and profitability. Leveraging on the experience accumulated over time, EDPR set a target in the 2016-20 Bussiness Plan to reduce Core Opex/MW by -1% CAGR 2015-20. Core Opex is defined by Supplies and Services (including O&M activities) and Personnel costs, which are the costs that EDPR can actively manage. The target of reducing the manageable company costs structure, also benefits from the economies of scale of a growing company. With regards to O&M, that represents c. 30% of total Opex, EDPR has already delivered results through the implementation of its M3 (Modular Maintenance Model) system and self-perform program to some of the wind farms that are no longer under initial warranty contracts.
As EDPR's fleet becomes more mature the initial O&M contracts signed with the turbine suppliers expire. When that happens the company needs to decide between renewing the maintenance service with the OEM (Original Equipment Manufacturer) or insourcing activities to operate the wind farm on its own, whilst maintaining high levels of availability.
Based on EDPR's expertise, under the M3 program O&M teams will decide on the optimal balance between external contractors and in-house maintenance. Usually, EDPR keeps control of high value-added activities such as maintenance planning, logistics and remote operations while outsourcing, under direct supervision, labour-intensive tasks. This new program has quickly generated savings in operational expenses and increased control over quality. During 2017 selfperform maintenance was implemented in additional facilities whose maintenance contracts were up for renewal. The self-perform program is a step further in EDPR's integration of maintenance tasks and activities, which is being implemented in the US, and consequently minimizes third-parties dependency. EDPR targets to increase the share of its fleet under the M3 and Self-Perform program to c.50% by 2020, from c.30% levels in 2015.

For the period 2016-20, and in line with its previous targets, EDPR aims to increase its total production by 10% CAGR 2015-20. This growth is to be supported by its distinctive competences and accretive projects.
EDPR is also creating value through the improvement of its assets by implementing new technologies to boost turbine power output without requiring major component changes. Performance Analysis teams are collaborating with the manufacturers to determine the best practices to apply this new technology. For instance, installing new versions of the softwares on the older machines with the support of the manufacturer, improves the operation of the turbine and increases their efficiency. Another measure is the implementation of Vortex generators where components are installed on the blades, modifying and improving the blades' aerodynamics, achieving an increase in efficiency.
EDPR self-funding model has been a cornerstone of EDPR's strategy and its success has been crucial for funding growth.
The self-funding model relies on a combination of the Retained Cash Flow from operating assets and EDPR's successfully Asset Rotation strategy, along with the US Tax Equity structures to finance the profitable growth of the business. This model, that was already included in the previous business plan, substitutes the initial financing strategy that depended on corporate debt from EDP, the major shareholder of EDPR.

The primary source of funds for the company is the EBITDA generated from existing assets, which after paying debt services costs, deducting capital distributions to equity partners and taxes is called Retained Cash Flow, meaning the amount available to pay dividends to EDPR shareholders and/or to fund new investments.
A strong Retained Cash Flow generation of c.€3.9 billion is expected for the period 2016-20.
EDPR indicated in May 2016, a dividend pay-out ratio policy in the range of 25-35% of its annual net profit, thus allowing most of the Retained Cash Flow to fund growth. The dividends paid in 2017 amounted to c.€44 million.
Proceeds from asset rotation transactions are also important sources of funds for the self-funding model of EDPR in financing its profitable growth. This enables the company to cristalize the value yet to be realized from the future cashflows of its existing projects over their long remaining lifetime and reinvest the corresponding proceeds in the development of new value accretive projects, with superior returns. These transactions involve the company selling minority stakes (typically 49% stake) at project level while maintaining full management control. The scope of these transactions tend to be mature projects, generally already operating and thus significantly de-risked, with high visibility to future cash-flows, that can be attractive to low risk institutional investors from whom EDPR can source a competitive cost of finance.
For the period 2016-20 EDPR has the target of completing €1.1 billion of Asset Rotation transactions, which as of December 2017, €550 million were already executed.
For the completion of the Asset Rotation target, EDPR will continue to seek accretive projects with superior returns, thus crystallizing value and accelerating profitable growth.
EDPR always aims to find external financing to its projects, namely through tax equity structures, typical of the US. The use of tax equity in the US enables an efficient utilization of the tax benefits generated by the project, otherwise unusable, therefore improving projects' economics. In a simplistic view, tax equity investors contribute a sizable part of
the initial project investment, receiving in return almost all of the PTCs granted to the project for first 10 years of operation along with the benefits from the accelerated depreciation.
In 2017 EDPR signed two tax equity transactions, a total funding of \$507 million related to all projects that started operations in 2017.

EDPR's Enterprise Risk Management Process is an integrated and transversal management model that ensures the minimization of the effects of risk on EDPR's capital and earnings, as well as the implementation of best practices of Corporate Governance and transparency. The process aligns EDPR's risk exposure with the company's desired risk profile. Risk management policies are aimed to mitigate risks, without ignoring potential opportunities, thus, optimizing return versus risk exposure.
The process is closely followed and supervised by the Audit and Control Committee, an independent supervisory body composed of non-executive members.
Risk management is endorsed by the Executive Committee, supported by the Risk Committee and implemented in dayto-day decisions by all managers of the company.
EDPR created three distinct meetings of the Risk Committee in order to help decision-making, separating discussions on execution of mitigation strategies, from those on the definition of new policies:
Risk Management at EDPR is focused on covering all risks of the company. In order to have a holistic view, they are classified in five Risk Categories.
| RISK CATEGORIES | RISK GROUPS | |
|---|---|---|
| MARKET RISKS |
It refers to the risk to EDPR resulting from movements in market prices. Due to the relationship between wind production and electricity price production risk is considered within market risk. In particular, market risks are changes in electricity prices, production risk, interest rates, foreign exchange rates and other commodity prices. |
• Electricity Price Risk • Electricity Production Risk • Commodity Price Risk • Liquidity Risk • Inflation Risk • Exchange Rate Risk • Interest Price |
| COUNTERPARTY RISK |
Risk that counterparty to a transaction could default before final settlement of the transaction's cash flows. A direct economic loss would occur if transactions with the counterparty had positive economic value at the time of default. Even in the case of not defaulting, it may not comply with its contract obligations (timing, quality, etc.), implying additional higher costs due to its replacement or to delays in fulfilling the contract. |
• Counterparty Credit Risk • Counterparty Operational Risk |
| OPERATIONAL RISK |
Defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events (such as an increase in equipment default rates, increasing O&M, or natural disasters). |
• Development Risk • Legal Claims Risk (Compliance) • Execution Risk • Personnel Risk • Operation Risk (Damage to Physical Assets and Equip. Performance) • Processes Risk • Information Technologies Risk |
| BUSINESS RISK |
Potential loss in the company's earnings due to adverse changes in business margins. Such losses can result, above all, from a serious increase in equipment prices or changes in the regulatory environment. Changes in electricity prices and wind production are considered market risks. |
• Energy Production Risk • Equipment Performance Risk • Regulatory Risk (renewables) • Wind Turbine Price Risk • Wind Turbine Supply Risk |
| STRATEGIC RISK |
It refers to risks coming from macroeconomic, politi cal, social or environmental situation in countries where EDPR is present, as well as those coming from a change in competitive landscape, from technology disruptions, from changes in energy markets or from governance decisions (investment decisions criteria, Corporate Governance and Reputational issues). |
• Country Risk • Competitive Landscape Risk • Technology Disruptions Risk • Invest. Decisions Criteria Risk • Reputational Risk • Meteorological Changes • Corp. Organization and Governance • Energy Planning |
Within each Risk Category, risks are classified in Risk Groups. The full description of the risks and how they are managed can be found in the Corporate Governance chapter. The graph above summarizes the Risk Categories, the Risk Groups and the Risk Management mitigation strategies at EDPR.


EDPR RISK MATRIX BY RISK CATEGORY
EDPR Risk Matrix is a qualitative assessment of likelihood and impact of the different risk categories within the company. It is dynamic and it depends on market conditions and future internal expectations.

FOCUS ON MARKET RISK IN US MARKETS
EDPR has some merchant exposure in some US windfarms. This risk is mitigated through hedging the three components of locational marginal prices (LMP), namely energy price, congestion cost and transmission losses.
The most volatile risk factor is the energy price, followed by congestion cost and transmission losses. The hedging strategy will depend on the exposure of each wind farm, as well as on the liquidity of the hedging instruments.

| Economic | |
|---|---|
| Operational performance | 57 |
| Financial performance | ਦਰ |
| Stakeholders | |
| Employees | 68 |
| Communities | 72 |
| Suppliers | 75 |
| Media | 78 |
| Safety First: Proactive Approach | 19 |
| Environment | 80 |
| Innovation | 81 |



| MW | NCF | GWh | |||||||
|---|---|---|---|---|---|---|---|---|---|
| YE17 | YE16 | Var. | YE17 | YE16 | Var. | YE17 | YE16 | Var. | |
| Spain | 2,244 | 2,194 | +50 | 27% | 26% | +1pp | 5,095 | 4,926 | +3% |
| Portugal | 1,253 | 1,251 | +3 | 27% | 28% | -1pp | 2,912 | 3,047 | -4% |
| Rest of Europe | 1,564 | 1,541 | +22 | 27% | 25% | +2pp | 3,662 | 3,257 | +12% |
| France | 410 | 388 | +22 | 23% | 23% | -0.4pp | 808 | 777 | +4% |
| Belgium | 71 | 71 | - | 21% | 21% | +0.2pp | 129 | 128 | +1% |
| Italy | 144 | 144 | - | 27% | 28% | -1pp | 337 | 258 | +30% |
| Poland | 418 | 418 | - | 30% | 25% | +5pp | 1,093 | 951 | +15% |
| Romania | 521 | 521 | - | 28% | 25% | +3pp | 1,295 | 1,143 | +13% |
| Europe | 5,061 | 4,986 | +74 | 27% | 26% | +1pp | 11,669 | 11,230 | +4% |
| US | 5,055 | 4,631 | +424 | 35% | 33% | +1pp | 14,410 | 12,501 | +15% |
| Canada | 30 | 30 | - | 28% | 28% | - | 75 | 75 | -0.4% |
| Mexico | 200 | 200 | - | 39% | - | - | 606 | - | - |
| North America | 5,285 | 4,861 | +424 | 35% | 33% | +1pp | 15,091 | 12,576 | +20% |
| Brazil | 331 | 204 | +127 | 43% | 35% | +9pp | 861 | 666 | +29% |
| TOTAL | 10,676 | 10,052 | +624 | 31% 30% | +1pp | 27,621 24,473 +13% | |||
| Other equity consolidated | 331 | 356 | -25 | ||||||
| Spain | 152 | 177 | -25 | ||||||
| US | 179 | 179 | - |
EBITDA MW + Equity consol. 11,007 10,408 +600
With a top-quality portfolio, EDPR has a strong track record and proven capability to execute superior projects and deliver on targets. The installed asset base of 11.0 GW is not only young, on average 7 years, it is also mostly certified in terms of environmental and health and safety standards. Since 2008, EDPR has more than doubled its installed capacity by adding GW, resulting in a total installed capacity of 11,007 MW (EBITDA + Net Equity). As of year-end 2017, EDPR had installed 5,213 MW in Europe, 5,464 MW in North America and 331 MW in Brazil.
The largest growth in installed capacity occurred due to the completion of 424 MW in North America. All of the MW had previously secured PPA contracts, thus providing longterm stability and visibility on the revenue stream. In Europe there were 49 MW net added, with 25 MW net installed in Spain (related to the acquisition of a 50% stake in a Spanish wind farm that was previously accounted as equity), 22 MW in France and 3 MW in Portugal. In Brazil 127 MW were added with the installation of the JAU and Aventura wind farms.
11.0 GW EBITDA + Net Equity



EDPR generated 27.6 TWh during 2017. When adding around 2 TWh produced from our equity projects, enough clean energy was produced to serve 59% of the electricity demand of Portugal.
The 13% year-on-year increase in the electricity output benefited from the capacity additions over the last 12 months along with the higher realized load factor.
EDPR achieved a 31% load factor during 2017 (vs 30% in 2016) benefiting from a strong recovery of the wind resource in the last quarter of the year.
EDPR also achieved a 98% availability, in line with the previous year. The company continues to leverage on its competitive advantages to maximize wind farm output and on its diversified portfolio across different geographies to minimize the wind volatility risk.

EDPR's operations in North America were the main driver for the electricity production growth in 2017, increasing by +20% YoY to 15.1 TWh and representing 55% of the total output. This performance was driven by EDPR's unique ability to capture the wind resource available along with the contribution from new additions in the US. EDPR achieved a 35% load factor in North America, an increase of +1pp vs. 2016.
EDPR's production in Brazil increased by +29% YoY, reaching 861 GWh in 2017, EHQHILWLQJ from the positive impact of the latest capacity additions along with higher wind resource (43% load factor vs 35% in 2016; +127 MW).
In Europe, EDPR's output increased 4% YoY to 11.7 TWh mainly supported by 3% output increase in Spain and 12% in the Rest of Europe, with outstanding wind resource in the last quarter of the year.
EDPR achieved a 27% load factor in Portugal reflecting slightly lower wind resource (-1pp YoY). In Spain, EDPR delivered a load factor of 27% with a solid premium over the Spanish market average load factor (+3pp), EHQHILWLQJ from a strong 4Q17 (+8pp YoY) and RIIVHWWLQJWKHORZHUSHUIRUPDQFHRIWKHILUVWQLQHPRQWKVRI WKH \HDU. In the Rest of Europe EDPR posted higher year-on-year generation (+12%) VXSSRUWHGE\a 27%load factor (vs 25% in 2016).
By the end of 2017, EDPR had 828 MW of wind onshore under construction. In the US 480 MW were under construction, namely 7XUWOH &UHHN 0: ,RZD, Meadow Lake VI 200 MW (Indiana) and \$UNZULJKW 0: 1HZ <RUNprojects. In Europe 211 MW were under construction (77 MW in Italy,0:LQ6SDLQ 0:LQ3RUWXJDODQG11 MW in France). In Brazil a total of 137 MW related to Babilonia wind farm were under construction.
As a result of continuous growth effort, EDPR also has a young portfolio with an average operating age of 7 years, with an estimate of over 22 years of useful life remaining to be captured.
In 2017, EDPR's revenues totaled €1,827 million, an increase of €176 million when compared with 2016 mainly due to higher MW in operation, positive impact from prices despite lower average selling price year on year (€59/MWh vs €61/MWh in 2016) mainly as a result of capacity additions mix (product vs price), along with higher wind resource which also propelled EDPR's electricity output to an increase of 13% vs 2016.
Reported EBITDA increased by 17% year on year to €1,366 million leading to an EBITDA margin of 75%. If adjusted by non-recurring items, 2017 EBITDA increased 13% and EBITDA per MW in operation increased 7% to €134 thousand. Core opex (defined as Supplies and Services along with Personnel Costs) per average MW in operation decreased 2% year on year reflecting strict control over costs and EDPR's asset management strategy.
Other operating costs decreased to €128 million, mainly explained by one-offs in 2016 despite 2017 higher capacity in operation.
| FINANCIAL HIGHLIGHTS (€ millions) | 2017 | 2016 | ▲% / € |
|---|---|---|---|
| Income Statement | |||
| Revenues | 1,827 | 1,651 | +11% |
| EBITDA | 1,366 | 1,171 | +17% |
| Net Profit (attributable to EDPR equity holders) | 276 | 56 | +390% |
| Cash-Flow | |||
| Operating Cash-Flow | 981 | 869 | +13% |
| Retained Cash-Flow | 1,114 | 698 | +60% |
| Net investments | 1,036 | 96 | +976% |
| Balance Sheet | |||
| Assets | 16,224 | 16,734 | -511 |
| Equity | 7,895 | 7,573 | +322 |
| I iabilities | 8,329 | 9,161 | -833 |
| Liabilities | |||
| Net Debt | 2,806 | 2,755 | +51 |
| Institutional Partnerships | 1,249 | 1,520 | -271 |
All in all, Net Profit totaled €276 million and Adjusted Net Profit €226 million, if adjusted for non-recurring events (oneoffs: 2016 +€110 million, including depreciation schedule adjustment to 30 years; 2017 -€50 million, mainly related to positive adjustments on asset rotation past transactions, impairment losses and one-offs in taxes).
Despite the challenging year EDPR was able to deliver a robust cash-flow generation. Following EBITDA cash-generation, income tax of the year, interests, banking and derivatives expenses and minority dividends/interest payments, 2017 Retained Cash-Flow increased 60% to €1,114 million. In 2017, RCF includes a non-recurrent event (+€1 million from bonus depreciation) in Tax Equity realized revenues, if adjusted by such event, RCF increased by % year on year.
Capital expenditures totaled €1,051 million reflecting the capacity added in the year, the capacity under construction and enhancements in capacity already in operation. Pursuing the strategic partnership between EDPR's main shareholder (EDP) and CTG, in 2017 occurred the settlement of CTG – ENEOP transaction for a total amount of €247 million.
Net Debt totaled €2,806 million, €51 million higher year on year, mainly reflecting the investments done and changes from consolidation perimeter variations in Mexico.
EDPR revenues increased 11% year on year to €1,827 million, an increase of €176 million when compared with 2016 mainly due to higher installed capacity, positive impact from prices despite lower average selling price due to generation mix, along with higher wind resource year on year.
Other operating income amounted €95 million with the year on year performance EHQHILWHGby a gain (+€29 million) following the sale of a stake and loss of control of
a UK offshore project and gains in past asset rotation transaction's adjustments along with a revaluation gain related to the acquisition of assets.
Operating Costs (Opex) totaled €556 million, with higher capacity in operation. In detail, Core Opex totaled €428 million, with Core Opex per Avg. MW and per MWh decreasing by 2% and 5% respectively, reflecting strict control over costs and EDPR's asset management strategy. Other operating costs decreased to €128 million, mainly explained by one-offs in 2016 despite 2017 higher capacity in operation.
EBITDA increased by 17% year on year to €1,366 million, leading to an EBITDA margin of 75% and unitary EBITDA per MW in operation totaled €134 thousand (+7% vs 2016). Adjusted EBITDA summed €1,339 million (+13% vs Adj. EBITDA in 2016 of €1,184 million) if adjusted by non-recurrent events.
Operating income (EBIT) increased 42% year on year to €803 million, driven by the positive top line performance as well as a 7% decrease in depreciation and amortization cost (including provisions, impairments and net of government grants) due to EDPR's change in depreciation schedule that offset the negative impact from higher capacity in operation.
At the financing level, Net Financial Expenses decreased to €302 million mainly reflecting the lower Net interest cost of debt after favorable negotiations along with lower average debt and with yearly comparison impacted by a €30 million one off accounted (in 2016) in Other financial expenses mainly on the back of early cancelation and optimization of certain project finances.
In 2017, Pre-Tax Profit summed €504 million, with income taxes totaling €48 million. Effective tax rate was 10%, positively impacted by the outcome of the US tax reform by the end of the year. Non-controlling interests amounted to €180 million, increasing year on year in line with top line performance and changes in depreciation schedule along with EDPR settlement of previous minority stakes transactions. All in all, Net Profit totaled €276 million and adjusted Net Profit € 226 million (+36% vs 2016 adjusted at €166 million) if adjusted for non-recurring events.
| CONSOLIDATED INCOME STATEMENT (€ million) 2017 | 2016 | S% / € | |
|---|---|---|---|
| Revenues | 1,827 | 1,651 | +11% |
| Other operating Income | 95 | 54 | +77% |
| Supplies and services | (327) | (305) | +7% |
| Personnel costs | (101) | (94) | +7% |
| Other operating costs | (128) | (135) | (5%) |
| Operating Costs (net) | (461) | (480) | (4%) |
| EBITDA | 1,366 | 1,171 | +17% |
| EBITDA/Net Revenues | 75% | 71% | +4pp |
| Provisions | 0.2 | (4.7) | - |
| Depreciation and amortisation | (583) | (624) | (7%) |
| Amortization of government grants | 20 | 22 | (12%) |
| EBIT | 803 | 564 | +42% |
| Financial Income / (expenses) | (302) | (350) | (14%) |
| Share of profits of associates | 2.7 | (0.2) | (1567%) |
| Pre-tax profit | 504 | 214 | +136% |
| Income taxes | (48) | (38) | +28% |
| Profit of the period | 456 | 176 | 2 |
| Net Profit Equity holders of EDPR | 276 | 56 | 4 |
| Non-controlling interest | 180 | 120 | +51% |

Total Equity of €7.9 billion increased by €322 million in 2017, of which €112 million attributable to non-controlling interests. The increased equity attributable to the shareholders of EDPR by €220 million is mainly due to €276 million of Net Profit and €96 million of Asset Rotation transactions, reduced by the €44 million in dividend payments.
Total liabilities decreased 9% by -€833 million, mainly due to a decreased in accounts payable (-€479 million), institutional partnerships (-€271 million) and financial debt (-€169 million).
With total liabilities of €8.3 billion, the debt-to-equity ratio of EDPR stood at 105% by the end of 2017, which is a decrease from the 121% in 2016. Liabilities were mainly composed of financial debt (39%), liabilities related to institutional partnerships in the US (15%) and accounts payable (28%).
Liabilities to tax equity partnerships in the US decreased 18% to €1,249 million, including +\$507 million of new tax equity proceeds received in the 2017. Deferred revenues related to institutional partnerships primarily represent the non-economic liability associated to the tax credits already realized by the institutional investor, arising from accelerated tax depreciation, and yet to be recognized as income by EDPR throughout the remaining useful lifetime of the respective assets.
Deferred tax liabilities reflect the liabilities arising from temporary differences between the accounting and the tax basis of assets and liabilities. Accounts payables include trade suppliers, PP&E suppliers, deferred income related to investment grants received and derivative financial instruments.
As total assets totaled €16.2 billion in 2017, the equity ratio of EDPR reached 49%, versus 45% in 2016. Assets were 81% composed of net PP&E - property, plant and equipment, reflecting the cumulative net invested capital in renewable energy generation assets.
Total net PP&E of €13.2 billion changed to reflect €1,047 million of new additions during the year and €222 million from other (changes in Mexico consolidation perimeter and the acquisition of 50% stake in a Spanish wind farm partially offset by the loss of control over Moray (UK) and other impairments), reduced by €984 million from negative exchange differences along with €537 million from depreciation charges, impairment losses and write-offs.
Net intangible assets of €1.5 billion mainly include €1.3 billion from goodwill registered in the books, for the most part related to acquisitions in the US and Spain, while accounts receivable is mainly related to loans to related parties, trade receivables, guarantees and tax receivables.
| STATEMENT OF FINANCIAL POSITION (€ million) | 2017 | 2016 | S% / € |
|---|---|---|---|
| Assets | |||
| Property, plant and equipment, net | 13,185 | 13,437 | (252) |
| Intangible assets and goodwill, net | 1,546 | 1,596 | (50) |
| Financial investments, net | 312 | 348 | (36) |
| Deferred tax assets | 64 | 76 | (11) |
| Inventories | 29 | 24 | +5 |
| Accounts receivable – trade, net | 364 | 266 | +98 |
| Accounts receivable – other, net | 235 | 338 | (103) |
| Collateral deposits | 43 | 46 | (3) |
| Cash and cash equivalents | 388 | 603 | (215) |
| Assets held for sale | 58 | - | +58 |
| Total Assets | 16,224 | 16,734 | (511) |
| STATEMENT OF FINANCIAL POSITION (€ million) | 2017 | 2016 | S% / € |
|---|---|---|---|
| Equity | |||
| Share capital + share premium | 4,914 | 4,914 | - |
| Reserves and retained earnings | 1,146 | 1,155 | (10) |
| Net profit (equity holders of EDPR) | 276 | 56 | +220 |
| Non-controlling interests | 1,560 | 1,448 | +112 |
| Total Equity | 7,895 | 7,573 | +322 |
| Liabilities | |||
| Financial debt | 3,237 | 3,406 | (169) |
| Institutional partnerships | 1,249 | 1,520 | (271) |
| Provisions | 276 | 275 | +1 |
| Deferred tax liabilities | 356 | 365 | (9) |
| Deferred revenues from institutional partnerships | 915 | 819 | +95 |
| Accounts payable – net | 2,297 | 2,776 | (479) |
| Total Liabilities | 8,329 | 9,161 | (833) |
| Total Equity and Liabilities | 16,224 | 16,734 | (511) |
In 2017, EDPR generated Operating Cash-Flow of €981 million, an increase of 13% year on year, reflecting EBITDA performance and reinforcing the generation capabilities of its assets in operation.
The key items that explain 2017 cash-flow evolution are the following:
| CASH FLOW (€ million) | 2017 | 2016 | S% / € |
|---|---|---|---|
| EBITDA | 1,366 | 1,171 | +17% |
| Current Income Tax | (46) | (50) | (7%) |
| Net interest costs | (139) | (179) | (22%) |
| Share of profits of associates | 3 | (0.2) | - |
| FFO (Funds from operations) | 1,184 | 942 | +26% |
| Net interest costs | 139 | 179 | (22%) |
| Income from associated companies | (3.0) | 0.2 | - |
| Non-cash items adjustments | (52) | (12) | +338% |
| Changes in working capital | (62) | (43) | +43% |
| Operating Cash Flow | 981 | 869 | +13% |
| Capex | (1,051) | (1029) | +2% |
| Financial Investments | 15 | (31) | (149%) |
| Changes in working capital related to PP&E suppliers | 14 | 10 | +36% |
| Government Grants | (0.02) | 0.8 | (102%) |
| Net Operating Cash Flow | (41) | (181) | (77%) |
| Sale of non-controlling interests and shareholders' loans | 247 | 1189 | (79%) |
| Proceeds/(Payments) related to Institutional partnerships | 250 | 452 | (45%) |
| Net interest costs (post capitalisation) | (123) | (156) | (21%) |
| Dividends net and other capital distributions | (115) | (146) | (21%) |
| Forex & Other | (269) | (207) | +30% |
| Decrease / (Increase) in Net Debt | (51) | 952 | (105%) |

EDPR's Net Debt totaled €2.8 billion, an increase of €51 million vs 2016, mainly reflecting the investments done in the year and changes resulting from consolidation perimeter variations in Mexico.
Loans with EDP group, EDPR's principal shareholder, accounted for 70% of the debt, while loans with financial institutions represented 30%.
As of December 2017, 42% of EDPR's financial debt was Euro denominated, 46% was funded in US dollars, related to the company's investment in the US and the remaining 12% was mostly related with debt in Polish Zloty and Brazilian Real.
EDPR continues to follow a long-term fixed rate funding strategy, matching the operating cash-flow profile with its financial costs and therefore mitigating interest rate risk. Accordingly, 84% of EDPR's financial debt had a fixed interest rate. As of December 2017, 11% of EDPR's financial debt had maturity in 2018, 12% in 2019, 28% in 2020 and 49% in 2021 and beyond. In 1Q17, EDPR renegotiated a maturity extension of €1.4 billion, which was initially contracted in 2009 with EDP and scheduled to mature in 2018.
In 2017, the average interest rate was 4.0% (flat YoY), reflecting EDPR's €2.8 billion debt restructured and early amortized since 1Q16.
Liabilities referred to Institutional Partnerships totaled €1,249 million (-€271 million vs 2016) reflecting the benefits captured by the projects and by the establishment of a new institutional Tax Equity financing structure along with forex translation.
| FINANCIAL DEBT (€ million) | 2017 | 2016 | S € |
|---|---|---|---|
| Nominal Financial Debt + Accrued interests | 3,237 | 3,406 | -169 |
| Collateral deposits associated with Debt | 43 | 46 | -3 |
| Total Financial Debt | 3,194 | 3,360 | -166 |
| Cash and Equivalents | 388 | 603 | -215 |
| Loans to EDP Group related companies and cash pooling | 0.02 | 1 | -1 |
| Financial assets held for trading | - | - | - |
| Cash & Equivalents | 388 | 605 | -217 |
| Net Debt | 2,806 | 2,755 | +51 |



In Europe, EDPR delivered revenues of €943 million, an increase of €30 million versus 2016, reflecting the impact from higher electricity output that increased 4% versus 2016 to 11.7 TWh, and despite lower average selling price. European output benefited from capacity additions over the year along with higher load factor 31% (vs 30% in 2016). In 2017, European generation accounted for 42% of EDPR total output.
In detail, the increase in revenues was mainly the result of higher revenues in Spain, France, Italy and Romania on the back of higher generation or higher average selling prices.
In 2017, EDPR average selling price in Europe decreased 1% to €81 per MWh, mainly driven by a 17% lower average selling price in Poland, on the back of lower green certificate prices and a regulatory change in the substitution fee calculation method (now calculated as 125% of previous year GC avg. price).
Net Operating costs decreased €32 million, to €215 million, mainly explained by the
increased in Other operating income totaling €66 million, with the increase year on year mainly explained by a capital gain following the sale, and loss of control, of a stake on an offshore UK project (€29 million) and gains in past asset rotation transaction's adjustments along with a revaluation gain related to the acquisition of assets. Supplies and Services and Personnel costs increased year on year on the back of higher capacity in operation and Other operating costs decreased 5%, reflecting EDPR´s strict control over costs.
In 2017, Core Opex (Supplies & Services and Personnel Costs) per average MW in operation totaled €39 thousand (+0.4% year on year) and Core Opex per MWh decreased 2% year on year to €17 benefited from the higher output in the year.
All in all, EBITDA in Europe totaled €729 million reflecting an EBITDA margin of 77% and leading to an EBIT of €437 million. In 2017, depreciations and amortizations (including provisions, impairments and net of amortizations of government grants) decreased by 5% YoY, reflecting the change in EDPR depreciation schedule from 25 to 30 years.
| EUROPE STATEMENT (€ million) | 2017 | 2016 | S% / € |
|---|---|---|---|
| Revenues | 943 | 913 | +3% |
| Other operating income | 66 | 35 | +90% |
| Supplies and services | (167) | (162) | +3% |
| Personnel costs | (30) | (30) | (2%) |
| Other operating costs | (84) | (89) | (5%) |
| Operating Costs (net) | (215) | (247) | (13%) |
| EBITDA | 729 | 666 | +9% |
| EBITDA/Net Revenues | 77% | 73% | +4pp |
| Provisions | (0.2) | (5) | - |
| Depreciation and amortisation | (295) | (303) | (3%) |
| Amortization of government grants | 3 | 1 | +159% |
| EBIT | 437 | 360 | +21% |



In 2017, Revenues increased \$150 million to \$930 million, (+19% year on year) on the back of the 20% increase in electricity output and a stable average selling price in the year.
Average selling price in the region was flat year on year at \$46 per MWh. In the US, reflecting capacity additions and different mix of load factors vs prices, the average price totaled \$46 per MWh (-1% vs 2016). In Canada, EDPR average selling price was \$112 per MWh (+2% vs 2016) and in Mexico average selling price was \$60 per MWh.



Net Operating costs summed \$254 million, \$29 million higher vs 2016, mainly explained by higher Personnel costs and Supplies and Services, justified by the higher capacity in operation and the Operational and Maintenance strategy. Core Opex (Supplies and Services and Personnel costs) per average MW in operation decreased by 1% versus 2016 to \$47 thousand, reflecting EDPR focus on efficiency and control over costs along with an increase in average MW in operation. Core Opex per MWh decreased by 4% to \$15, also benefitting by the higher wind resource in the year.
Income from institutional partnerships was 17% higher year on year to \$255 million, reflecting new tax equity partnerships and the output from projects generating PTCs, along with PTCs upward price revision to \$24 per MWh.
EDPR completed \$507 million of tax equity financing in exchange for an interest in the 100 MW Meadow Lake V, 99 MW Redbed Plains, 98 MW Quilt Block and 66 MW Hog Creek US wind farms along with 60 MW of three solar PV plants in South Carolina.
| NORTH AMERICA STATEMENT (US\$ million) | 2017 | 2016 | S%/US\$ |
|---|---|---|---|
| Electricity Sales & Other | 676 | 562 | +20% |
| Income from Institutional Partnerships | 255 | 219 | +17% |
| Revenues | 930 | 781 | +19% |
| Other operating income | 25 | 26 | (3%) |
| Supplies and services | (176) | (154) | +14% |
| Personnel costs | (57) | (49) | +17% |
| Other operating costs | (47) | (48) | (3%) |
| Operating Costs (net) | (254) | (225) | +13% |
| EBITDA | 676 | 555 | +22% |
| EBITDA/Net Revenues | 73% | 71% | +2pp |
| Provisions | 0.4 | 0.1 | +315% |
| Depreciation and amortisation | (311) | (343) | (9%) |
| Amortization of government grants | 18 | 23 | (21%) |
| EBIT | 384 | 235 | +63% |
Due to the strong North America top line performance, EBITDA increased to \$676 million (+22% year on year) and reached an EBITDA margin of 73% (+2pp vs 2016).
In Brazil, EDPR reached revenues of R\$226 million (+R\$94 million vs 2016), representing a year on year increase of 71%, explained by an increased in electricity generation on the back of higher installed capacity and a stronger wind resource.
The average selling price in Brazil increased to R\$289 per MWh in the year, reflecting a temporary PPA unwinding at Baixas do Feijão wind farm (120 MW).
As of December 2017, EDPR had a total installed capacity of 331 MW in Brazil including 127 MW of new additions related to JAU & Aventura wind farms. Brazilian projects operate under programs with long-term contracts to sell the electricity produced for 20 years, providing long-term visibility over cash-flow generation throughout the projects' life.



Net Operating costs totaled R\$23 million, a decrease of R\$12 million versus 2016 mainly due to higher Other operating revenues, that increased R\$18 million related to adjustments in past minority stake sales transactions. Operating costs totaled R\$47 million (+R\$5 million vs 2016) in line with higher installed capacity. Reflecting the strict control over costs, higher average capacity in operation and increased efficiency, Core Opex totaled R\$41 million, with Core Opex per Avg. MW and per MWh decreasing by 27% and 13% respectively, year on year.
Following the outstanding top line performance, in 2017, EBITDA reached R\$203 million (vs R\$97 million in 2016), with higher YoY EBITDA margin (90%; +17pp vs 2016).
| BRAZIL INCOME STATEMENT (R\$m) | 2017 | 2016 | S%/R\$ |
|---|---|---|---|
| Revenues | 226 | 133 | +71% |
| Other operating income | 24 | 6 | +298% |
| Supplies and services | (33) | (28) | +17% |
| Personnel costs | (8) | (8) | (4%) |
| Other operating costs | (6) | (6) | +12% |
| Operating Costs (net) | (23) | (36) | (35%) |
| EBITDA | 203 | 97 | +110% |
| EBITDA/Net Revenues | 90% | 73% | +17pp |
| Provisions | (0.03) | - | - |
| Depreciation and amortisation | (37) | (31) | +21% |
| Amortization of government grants | 0.21 | 0.18 | +17% |
| EBIT | 166 | 66 | +152% |
The following are the most relevant events from 2017 that have an impact in 2018 and subsequent events from the first months of 2018 until the publication of this report.
For additional information on these events, please refer to Note 39 of EDPR Consolidated Annual Accounts.
In 2017 total payments made from Spanish companies to suppliers, amounted to €173,264 thousand with a weighted average payment period of 51 days, below the payment period stipulated by law of 60 days.

EDPR, which is home to three different generations, has currently presence in 12 markets and is constantly adapting to the changing business reality. Its HR policies are based on the Business Plan Achievements and actions focused on active listening its employees. EDPR has launched different initiatives along 2017 resulting on different tools to be a more human company.
A customized value proposition is offered to the employees throughout their employee journey, which allows them to join a multinational team and grow with it. The most relevant initiatives launched in 2017 are based on flexibility, efficiency, transparency and development.

EDPR has an ongoing commitment to seek new HR initiatives, programs and measures and it is essential to practice active listening by hearing employees' opinions, viewpoints and needs and work upon them. With the 2016 Climate survey and the active participation of all employees, an Action plan was developed with the main objective of turning EDPR a greater place to work. As a result, new initiatives, programs and activities were launched during the year of 2017.
With the 5 main pillars in mind (1. Work, Structure & Process; 2. Performance Management; 3. Authority & Empowerment; 4. Collaboration/Communication; 5. Flexibility & Work Life Balance), 82% of those planned actions have already been implemented and completed.
In this context, EDPR measures in an annual basis two dimensions as main global metrics of organizational climate: engagement, which refers to employees' level of commitment and motivation, and enablement, which concerns their perception of organizational support. For the following year, with the measures and actions executed in 2016 and 2017, EDPR has defined a target of increasing 2,5% the engagement and enablement of its employees.


BEING EDPR

At EDPR, we strive to attract and retain professionals who seek to excel in their work in order to position the company as the "the first choice for employees" in the labor market. In this sense, EDPR launches some activities on an ongoing basis to strengthen its image as a leading employer. Some of those initiatives are Job fairs and Universities visits which gives EDPR visibility to different generations. During 2017, EDPR welcomed 259 employees, of whom 32% women. The average age of new hires was 31 years old. 71% of the total hires correspond to levels of Specialists and Technicians, of which 67% have University degree and above. 91% of the hires in 2017 were allocated in permanent positions and EDPR counted with 24 different nationalities among that group. Furthermore, 102 internships were offered, of which 11% were translated into new hires.
In EDPR, non-discrimination and equal opportunities are enshrined during all the selection processes. This is reflected in the Code of Ethics, which contains specific clauses on non-discrimination and equal opportunities, in line with the company's culture of diversity. Regarding the respect for human and labor rights.
The Welcome and Integration initiatives are activities that aim to:
Among the initiatives to integrate new staff, EDPR includes an Onboarding Kit with general information about the company and helpful contacts and a Welcome Day. The Welcome Day is a three-days event which helps new hires to reach the goals mentioned previously with different activities, such as a visit a windfarm or a remote dispatch center.

Part of EDPR value proposition is a competitive remuneration package, aligned with the best practices in the market. EDPR Compensation Package includes (i) an Annual Base Salary and (ii) a Variable Pay depending on the achievements of individual, area and company KPIs, and also an (iii) above market practice benefits package such as Health Insurance or Pension Plan.
The Remuneration package is not static, which means that it evolves at the same pace of employees' needs and concerns as well as the business. In 2017, the Human Resources Department has focused on analyzing the life-cycle status of
EDPR employees (by generation, personal situation - meaning with or without children) in order to offer a tailor-made Benefits Package, with an individualized approach from a communication perspective.
With the aim of delivering excellent results and meeting deadlines, EDPR employees need to be flexible and highly responsible on their daily routine. Around this dynamic, EDPR has designed work smarter a Code that includes a set of guidelines to work efficiently by maximizing the time efficiency of each daily tasks. These tasks are mainly regarding work organization, email & phone and meetings.
Additionally, different initiatives have taken place during the year in order to involve employees around this new way of working. Some of the initiatives were placing inspiring sentences and clocks in the meeting rooms to remind that time is gold.
EDPR believes that Work Life Balance (WLB) must be a shared responsibility and its practices have been awarded for seven years now the Responsible Family Employer Certification (EFR – Empresa Familiarmente Responsable) by Spain's Fundación MásFamilia. To continue this achievement, it is important to have a constant improvement on the measures in order to provide the most suitable and updated benefits to employees. The offered benefits include different areas, such as, Maternity/Paternity Leave, Kindergarten allowance, Dependent Allowance, Flexible working hours as well as several actions thinking about savings and future, mobility and communication.
Along 2017, the following benefits were launched for the first time:

EDPR is committed to the development of its employees, offering them an attractive professional career and aligning their capabilities and skills with the current and future needs of the company. The growth and development of the Group's business has led EDPR able to invest in the employees by discovering, improving and emphasizing the potential of each, which can contribute to the value creation. EDPR objective is to create opportunities for its employees through mobility and development actions to boost the employees aptitudes. The HR strategy supports different initiatives to give them visibility and foster their professional development inside the company.
Vacant positions are advertised internally as a result, 71% of new Directors have been hired internally in 2017. The cornerstones of development at EDPR are Mobility & Training and Development Programs.
EDPR considers mobility, both functional and geographical, as a human resources management tool that contributes to the organizational development. It is considered internally as a way of stimulating employees' motivation, skills, productivity and personal fulfilment. The mobility processes within EDPR aim to respond to the different challenges and needs of the Group, taking into account the particular characteristics of the different geographies.

10 FUNCTIONAL AND GEOGRAPHICAL
The employees' development is a strategic target for EDPR. That is why a job-specific ongoing training opportunities are offer with the purpose of contributing towards the enhance of knowledge and skills, as well as specific development programs aligned with the company's strategy.
The 360 potential appraisal process is created for all employees with the objective of defining each person training needs along with their manager, being the main foundation to define a customized Training Plan.
The Training Plan consists of up to two courses from the Renewable Energy School - EDP University, one Technical, Management or Behavioral training course, optional languages courses and others from free election which are seen as important for the improvement of the employee. The differentiation point about EDP University's courses is that usually contains subjects to promote the development of the skills needed to ensure the sustainability of EDPR's business across all the markets where the company is present. Here, the networking and the share of best practices within EDP tutors and participants are unreplaceable experiences.
Furthermore, in order to support the company's growth, aligning current and future organizational demands with employees' capabilities, as well as to enhance their professional development, EDPR has designed development programs for middle management, with the goal of providing them with the proper tools to take on new responsibilities.
During 2017, EDPR carried with the Coaching Program which are sessions given to middle management to fine-tune their skills with the support of internal directors.

All these measures and commitment with the employee' well-being were recognize by Great Place to Work as EDPR was once again ranked as one of the 50 best companies to work in Spain and Poland. EDPR believes that motivated workforce aligned with the company's strategy is one of the key drivers behind the ability to deliver results.
During the entire lifecycle of the wind farms, EDPR provides several economic benefits to the surrounding areas.
For the construction of wind farms, some infrastructures like roads, are required for the transportation of heavy equipment. Therefore, the construction of new roads and the rehabilitation of the existing ones will also benefit the surrounding community improving the connection for the local inhabitants. In addition, to continue with the construction flow of the wind farm and mainly in areas where wind energy is in early stages, it may be essential an upgrade of the distribution and transmission grids from the existent distribution and transmissions system operators. EDPR supports these upgrades, financially and technically, indirectly benefiting the quality of the electric service on the area. In 2017, EDPR invested c. €7 million to develop community roads and €1.6 million to improve public electric facilities.
With the aim of improving the local economic development, a high percentage of the employees and 99% of the purchases come from locations where EDPR operates. These employees usually are designated to operational activities, such as wind farm management, wind turbines operation and maintenance, electrical and civil works maintenance environmental surveillance and other support services. EDPR benefits from the specific knowledge from the local workers.
It is an ethical and civic duty to contribute to the financing of the general functions of the States where the Group is present through the payment of taxes, contributing to the welfare of citizens, to a sustainable development of the Group's local businesses and to the value creation for shareholders. The total tax contribution of EDPR Group to the public finances amounts to €171 million in year 2017. Moreover, EDPR's Social Security contribution amounts to €13 million.

EDPR believes that in order to make a positive impact on the communities where is operating and to enhance the responsible company reputation, it is vital to work for the common good by promoting and supporting social and environmental initiatives.
In 2017, EDPR invested €2 million in initiatives with the community and approved the Social Investment Policy. This policy establishes the corporate objectives and strategies related to EDPR's Social Investment, which is expressed in Corporate Social Responsibility programs and activities in the communities where EDPR is present through internally developed and collaborative initiatives, donations and volunteering. This initiatives will impact positively the promotion and development of the following four main areas: Culture & Art; Social inclusion, Sustainable ways of living & Access to energy; Natural heritage and Biodiversity and Renewable Energy & Energy Efficiency.
In 2017, these were the most relevant initiates throughout EDPR's geographies:
EDPR Rural was launched in Brazil in 2016 in partnership with SEBRAE. The goal of this partnership is to qualify and train rural farmers to effectively produce and market their products in order to increase family incomes, better organize production and guarantee a diverse and secure supply. The program also contributes to restoring dignity and pride to agricultural professions.
During 2017, two big initiatives called "Mais Negocio" were held in two municipalities of Rio Grande do Norte in order to provide training on entrepreneurship and business management to the rural families enrolled in the program.
EDPR invests in the development of communities located near its operations and strives to form close relationships with them in order to guarantee a positive legacy for future generations. In keeping with these commitments, the company created the Closer2You initiative, whose first edition was held in Constanta County, Romania in 2016.
This year EDPR extended the initiative to Poland, Brazil and Portugal and rehabilitated a total of five homes. The biggest challenge was in Babilônia, Brazil, where EDPR worked with a low-income family with three children, two of whom suffer from a mental illness. The house was in such poor condition that it was decided build the family a new one. Collaboration agreements were reached with local authorities and suppliers in order to provide the family with water and more dignified conditions.

Before and after the house
The initiative is a way of enriching EDPR's relationships with stakeholders and is focused on sustainable communities. In 2018, Closer2You will continue to help families close to EDPR's facilities.
Generation EDPR, like the other programs, is a Corporate Social Responsibility (CSR) initiative. The differentiation point is its educational approach through renewable energy. Currently, there are four main projects: Your Energy, University Challenge, Windexperts and Green Education.
5,258 students in Spain, Italy and Poland
126 projects in Spain and Poland
+100 students in Spain, France, Romania and Italy
76 school groups, 360 children in Spain
University Challenge aims to foster the spirit of innovation and creativity within the academic community, which in turn will promote a greater bond between universities and the business world. The program continued this year in its ninth edition in Spain and its second edition in Poland. It saw a significant increase in the number of projects submitted.
Your Energy is an international program that helps children discover the world of renewable energy, and Green Education supports the education of children and teenagers from families with limited resources.
Wind Experts is an educational program for children aged 10 to 13 about renewable energy while developing their sense of creativity. Through a partnership with Science4you, children received a model of a wind turbine, which they had to use to create a new structure using only recyclable materials. In 2018 it will also be developed in Portugal.
Learn more at generationedpr.edpr.com
In August 2017, the city of Houston and other surrounding cities were devastated by Hurricane Harvey and the damage caused by the severe flooding and wind. Having its headquarters there, EDPR reacted quickly in helping all the community affected by the disaster.
Both the company and its employees jumped into action by assisting their colleagues and the rest of the community. Initiatives including housing assistance, disaster pay, and additional paid volunteer time were offered to EDPR's employees. For the communities, several actions like home tear-downs and repairs, food banks and city clean-ups were organized by a group of volunteer EDPR employees, who dedicated some of their time (during or after work) to help. EDPR also donated over \$100,000 to some charities helping Hurricane Harvey Relief. These initiatives showed the spirit of share and compassion for the community that the company constantly strives to achieve.
Fundación EDP's mission is to reinforce EDP's social responsibility with its stakeholders in the geographical areas in which it carries out its activity. This happens every year with the implementation of several programs and initiatives that seek to create value for society in different areas:
According to the code of ethics, EDPR respects and undertakes to promote human rights, particularly in its supply chain.
The Principles of Sustainable Development of EDPR affirm the commitments to integrate the social aspects in planning and decision-making, to respect and promote respect for human rights in their sphere of influence, to reject abusive and discriminatory practices, as well as to ensure equal opportunities.
Additionally, EDP Group assumes the Universal Declaration of Human Rights and the conventions, treaties or international initiatives, such as the conventions of the International Labor Organization, the United Nations Global Compact and the guiding principles for business and human rights endorsed by the United Nations Human Rights Council – Ruggie Framework.
The strong sense of ethics at EDPR requires that its suppliers do not have conflicts with EDPR ethical standards. In this way, the acceptance of alignment with the spirit of EDPR's Code of Ethics and the UN Global Compact principles is required. Additionally, the EDP Group Sustainable Procurement Policy includes a reference to the promotion of respect for dignity and human rights and rejection of any form of forced labor or child labor, harassment, discrimination, abuse or other types of physical or psychological violence.
The channel for complaining to and questioning the Ethics Ombudsman of EDPR is the preferred means of contact related to the matters of human rights and labor, including in the context in the supply chain.

The EDPR's market leadership, based in value creation capacity, innovation and relationship with its stakeholders, is much influenced by the performance of its suppliers.
EDPR bases its relationship with suppliers on trust, collaboration and creation of shared value. This results in a joint capacity to innovate, strengthen sustainability policy and improve quality of operations.
After a period of an extensive characterization study of EDPR´s purchases, aiming a deeper knowledge about the economic, social and environmental impacts of EDPR's supply chain, 2017 was a year for definition of priorities concerning sustainability management.
The suppliers are evaluated throughout an multi criteria matrix (annual value spend; supply frequency; access to customers; access to technical equipment or sensitive data; supplier substitutability; component substitutability; supply failure consequence; supplier segmentation; safety risks, environmental risks and obligations) to identify their criticism.
Streamlining, from the point of view of criticism for the business, EDPR's suppliers are categorized in:
After the implementation of the Sustainable Procurement Policy, a better control has been introduced in the suppliers management process. This year, EDPR has worked in many areas, namely in the definition of pre-qualification and evaluation processes of its suppliers.

EDPR has defined policies and procedures to ensure the several aspects that fill in with the sustainability of the supply chain, as well as the management and mitigation of any type of environmental, social or ethical risks in the supply chain.

In EDPR, 2017 has been a year of work in the definition and creation of the beginning of the processes of pre-qualification and evaluation of its suppliers.
Never losing of site the EDP Group Sustainable Procurement Policy, EDPR as the firm intention of continue to work with the best practices in this field.
EDPR continues to work with mature suppliers and companies that look to meet the demanding requirements on quality, environment and prevention, as well as to comply with economical/financial solvency requirements.
3 & 4 Based on the total invoiced volume in 2017
5 Based on purchase orders placed in 2017. Local purchases are considered these ones realized in countries where EDPR has activities: from Brazil purchasing center in Brazil; from Europe purchasing center in all the European countries where EDPR operates, and from North America in US, Canada and Mexico.
1 Based on purchase orders placed in 2017
2 Critical suppliers as defined as per EDP formal corporate standard methodology
2017
| POLICIES, PROCEDURES AND STANDARDS | |||||
|---|---|---|---|---|---|
| x After an extensive characterization study of EDPR's purchases, aiming a deeper knowledge about the economic, social and |
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| Procurement | environmental impacts of EDPR's supply chain, a congregation of policies started to be defined. | ||||
| Policy | EDPR takes into account the 10 principles of the UN Global Compact and Code of Ethics acceptance, the Health & Safety and | ||||
| Quality certificates, as well as technical quality and economical/financial solvency of suppliers. | |||||
| x EDPR has a Procurement Manual, which includes sustainability principles to be taken into account when ordering products or |
|||||
| Procurement | contracting services. | ||||
| Manual | These principles summarize the most relevant aspects for EDPR in terms of sustainability in the supply chain: health and safety, | ||||
| respect for the environment, ethics, local development and innovation. | |||||
| x In the end of 2017, EDP Group approved a Code of Conduct for all Suppliers. EDPR propelled all its suppliers to know and accept |
|||||
| all the commitments involved (Compliance; Ethical; Environmental; Labor; Workplace, Safety and Health; Community and | |||||
| Code of Conduct | Human Rights and Management Commitments). | ||||
| x It spells out the general and common contractual rules |
|||||
| EDP Code of Conduct is available in www.edp.com | |||||
| x EDPR is governed under a strong sense of ethics and requires its suppliers to have no conflicts with the |
|||||
| EDPR's Code of | company's ethical standards. 100% of the EDPR |
||||
| Ethics | x EDPR´s suppliers must know and accept by written the principles established in the Code of Ethics. critical suppliers |
||||
| EDPR's Code of Ethics is available in www.edpr.com are aligned with |
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| x Global Compact EDPR is a signatory of the UN Global Compact for Sustainable Development and is committed to |
|||||
| criteria and EDPR's implement these principles as well as to promote the adoption of these principles on its area of influence. |
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| UN Global Compact |
Code of Ethics x EDPR´s suppliers must accept to comply with the UN Global Compact's ten principles, on human rights, |
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| labor, environment and anti-corruption and provide the confirmation as signatories of the UN Global | |||||
| Compact directives or a written declaration of their acceptance. | |||||
| x Health & Safety System, based on the OHSAS 18001:2007 specifications require EDPR's employees and all other individuals |
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| Health & Safety | working on behalf of EDPR to follow best practices in those areas, as required in EDPR's OH&S Policy. | ||||
| System and | x The health and safety management system is supported by different manuals, control procedures, instructions and |
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| OH&S Policy | specifications which ensure the effective execution of EDPR's OH&S Policy. | ||||
| EDPR´s Health & Safety Policy are available in www.edpr.com | |||||
| x EDPR is committed to integrate the respect for the environment into all phases of the business through the value chain and |
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| ensure that all stakeholders, including suppliers, have the necessary skills to do so. | |||||
| x EDPR´s suppliers shall adopt all necessary measures to ensure strict compliance with all applicable environmental regulations |
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| EDPR´s | as well as EDPR´s Environment and Biodiversity Policies, internal norms, procedures and systems in place as regards to | ||||
| Environment and | environmental management. | ||||
| Biodiversity Policies |
x EDPR has implemented an Environmental Management System (EMS) developed and certified according to the international |
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| standard ISO 14001. EDPR´s suppliers shall know and understand the EMS and ensure the full compliance with the procedures | |||||
| set. | |||||
| x Suppliers shall make the EMS available to its employees and subcontractors. |
|||||
| EDPR´s Environment and Biodiversity Policies are available in www.edpr.com |
EDPR suppliers have successfully perform the approval processes established by EDP Group. The rule "pass or fail" is applied to suppliers. If they do not meet the main requirements set by EDPR they will not be selected to provide services.
For all suppliers considered as critical (regardless of the purchase volume) EDPR ensures from the bidding to the time of providing the service (work execution or maintenance) the compliance of technical quality, economical/financial solvency, and health, safety and environmental management.
THE LIVING ENERGY BOOK
EDPR monitors critical suppliers during their services delivery, taking into account aspects as quality, safety, health and environment (waste management, oil spills, etc.). EDPR also ensures the compliance with standards, commitments and procedures of EDPR in all value chain.
| A) During the execution phase, the construction manager works closely with a health VDIHW\ VXSHUYLVRU DQG environmental supervisor, plus holds weekly meetings with suppliers (BOP contractor and, where applicable, the turbine supplier). Contractors receive feedback and improvement plans are established in the areas of quality, health safety and environment through performance reports. In addition, the company also has external supervision in these areas. |
Suppliers share with EDPR their new solutions, products or upgrades to |
|
|---|---|---|
| B) During the wind farms operation phase, the wind farm manager is responsible for service quality and compliance with the rules and health safety and environmental procedures. These processes are reinforced by the management systems according to O+6AS 18001 and ISO 14001. *LYHQWKHLPSDFWRIWKHLUSHUIRUPDQFHLQWKHVHDUHDVFRQWUDFWRUVDVVXPLQJWKHVHPDQDJHPHQW V\VWHPVDVRZQV\VWHPVLVFUXFLDOIRU('35 |
improve collaboration between both parties. |
EDPR uses applications for health and safety and environmental management, including regulatory and obligation tracking, which work as collaborative tools, therefore involving the entire organization and suppliers to prevent work and environmental accidents. Furthermore, in the wind farms are carried out drills regarding health and safety and environmental accidents or incidents.
The relevant aspects for EDPR in relation to sustainability in the supply chain are Innovation, Health and Safety, Respect for the Environment, Ethics and Local Development. These aspects are expressed in the Procurement Manual.

EDPR's reputation and brand visibility depend, among other things, on media organizations, which represent an extremely important stakeholder group within the company. In order to maintain this stakeholder informed, EDPR works to keep all media organizations up-to-date about initiatives the company carries out, whether related to financial issues, company performance, corporate social responsibility or any other relevant activities. To better achieve this, EDPR always strives to respond quickly to all questions and/or comments that might appear, and it has developed a media calendar.
For better understanding between both parties and to pursue a fluid and dynamic dialogue with this stakeholder group, EDPR has developed several communication channels that allows the media to easily get in touch with the organization. The innovation this year was the improved corporate website (www.edpr.com), which includes three large sections dedicated to media: news repository, multimedia area and the contact center. With the release of this new website, EDPR believes that following the current trends and the best practices which always tries to achieve, it made it more user-friendly and mobile-first for its users. Other kind of media communication channels are press conferences, interviews with company top-management and conference calls. Currently, EDPR is developing a new media kit which will improve the clarification of the company's business and its main indicators to the opinion-makers and the media.
In 2017, the mainly interactions with the media generated news primarily in Portugal, Spain, North America and Brazil. These news items reflect the company's strategy for each of these markets. Portugal was the largest source of the news items, with highest favorability. Some other important news items mention this year included: the conclusion of wind farm projects, plans to advance with new wind farms in various countries, government approval of new projects, data on EDPR increasing energy production, positive developments of the company's shares on the stock exchange, power purchase agreements, charitable actions such as a donation to Hurricane Harvey repair and rebuilding efforts, actions in support of start-ups, financial results and strategic divestments. Brazil also had a strong impact on news by the end of the year due to the December power generation auctions where EDPR was one of the active bidders.










At EDPR, is top priority to guaranty the health, safety and well-being of its employees and contractors. A commitment that is supported by the Health and Safety (H&S) policy. The company is aware that it works in a sector particularly sensitive to occupational risk, which is why the primary goal is to set an EDPR way for maintaining health and safety requirements across all geographies. To achieve it, the main focus is on hands-on training by rigorously verifying the implementation of safety standards and updating the standard operating procedures to match the regulatory changes.
As an integral part of the H&S strategy, employees actively engage in both behavior-based safety and risk assessment activities based on the potential risks associated with their tasks. They rigorously follow the guidelines and always strive to achieve the safest workplace for all those who provide services in the facilities. H&S committees and subcommittees throughout EDPR pursue and support the implementation of H&S measures by collecting information from different operational levels and involving employees with the establishment and communication of the preventative plan. These committees, present on every working field, ensure that employees' and contractors' concerns are listened and resolved.
With the intention of promoting positive and healthy interactions/discussions, EDPR promotes employees' and contractors' to work as a team to improve safety performance. The main principles are:
To constantly keep improving the safety programs, EDPR encourages multiple safety campaigns throughout the year with several positive (safety) incentive programs for its employees'.
Furthermore, in order to achieve the zero accidents target, EDPR has implemented H&S management systems based on
the OHSAS 18001:2007 specifications. The standards and procedures of these systems are adapted to the specificities of each geography where they are implemented and are developed based on the country's regulation and industry's best practices. The commitment to the H&S is further supported through the OHSAS 18001 certification. By the end of 2017, this certification covers 91%1 of EDPR's installed capacity.
EDPR focus on an approach that is data driven to identify and react to leading indicators of injuries. The implementation of the H&S management systems allows it to manage and prevent future accidents with the objective of reaching the zero accident goal.
During 2017, EDPR registered a substantial improvement in its H&S ratios. The number of accidents with absence registered for employees and contractor personnel decreased by 40%, resulting in a drop of 49% in the injury rate to 1.92 impacted by lower number of accidents and more worked hours. Additionally, the lost work day rate decreased by 59% to 693, driven by lower average lost work days per accident.

A greater focus on proactive approach in the H&S management plus the realization of the benefits from OHSAS certification results in a significant improvement in the statistics.
1 Calculation based on 2016YE installed capacity.
2 Injury Rate calculated as [# of accidents with absence/Hours worked * 1,000,000]
3 Lost Work Day Rate calculated as [# of working days lost/Hours worked * 1,000,000]
EDPR protects the environment complementing the strategy of fighting against climate change with its responsable management along the whole value chain.
Wind power is one of the most environmentally friendly ways of producing energy. The impact of EDPR's business on the environment is small but nevertheless, the company works on a daily basis to hold itself to a higher standard. EDPR believes that proactive environmental management generates value and constitutes the duty of any socially responsible company, that's why it is one of the pillars of EDPR's Environmental Policy.

EDPR produces competitive energy based on renewable sources that contribute to sustainable economic growth
EDPR core business activity inherently implies the reduction of GHG emissions. Wind and solar energy has zero carbon emissions, contributing to the world's fight against climate change and does not produce harmful SOX, NOX or mercury emissions, protecting valuable air and water resources.
Besides, generation from wind and solar energy does not consume water in its operational processes.
Engaged with biodiversity
Fighting against climate change is the best contribution to tackle biodiversity loss
EDPR is aware of the sensitivity of natural ecosystems and the pressures affecting biodiversity. The main approach to contribute to the global challenge of reducing biodiversity loss is clear: produce clean energy (without emissions), to fight against climate change, one of the greatest threats for biodiversity.
The environmental strategy of the company complements this approach ensuring the minimization of the impacts on biodiversity along the whole value chain and seeking an overall positive balance with projects focused on the conservation of wildlife. It is EDPR's duty, as a sustainable company, to contribute to the development of research and conservation programs, as well as, to broadening scientific knowledge on biodiversity matters, by supporting institutions and strengthening dialogue and partnerships.

EDPR promotes the efficient use of natural resources in all activities, within the framework of a circular economy
The wind turbine is mainly made of recyclable material, which according to the Life cycle Assessment of EDPR's main turbine supplier it is around 80% to 90%1. The missing percentage is concerning the turbine's blades that are composed and manufactured by complex materials (glass or carbon fibers, thermos-hardened resins, sandwich structures, coatings, etc.), make it very hard to recycle.
The volume of these wastes can't still be compared with the size of the wind energy business, since it has been developed recently. Though, with the increasing maturity of the business, it is believed that these numbers will progressively increase.

1 According to the Life Cycle Assessments of our main turbine suppliers.

EDPR is strongly committed to contribute to the protection of the environment through a proactive environmental management of its facilities in operation, assured through the Environmental Management System (EMS). The EMS is developed in accordance with the ISO 14001 international standard and certified by an independent certifying organization.
In 2017, EDPR's activities avoided the emission of 22,051 thousand tons of CO2.
These emissions represent 0.1% of the total amount of emissions avoided and 50% of the total emissions are from the necessary electricity consumption by the wind farms. In 2017, 100% of the emissions related to electricity consumption in windfarms and our own offices in Spain and US have been compensated by Certifications of Origin in Spain and Renewable Energy Certifications (RECs) in US, obtained from the renewable energy generation.
2017 was a hard year in terms of natural disasters mainly driven by Climate Change affecting a lot of countries, including some where EDPR has presence. EDPR is especially concerned about forest fires since rural communities where the company's facilities are located are particularly vulnerable to disasters of this nature.
Apart of counting with a business model that relies on clean energy generation, fighting against Climate Change and the risk it poses to forest fires, EDPR is firmly committed to contribute in reducing and preventing forest fires.
Beyond the emissions related to the operation phase, from a life cycle point of view others shall be considered (manufacture of components, transport, construction...). EDPR wind farms with a projected life span of 30 years, will pay back its life cycle energy consumption in less than a year1, meaning, more than 29 years of a wind farm's life will be producing clean energy.
Furthermore, reinforcing the commitment to biodiversity and the local communities, during 2017, EDPR approved a Forest Fire Prevention Plan which includes the following initiatives:
The management of wind energy waste is a significant and constant concern for EDPR. The lack of a technique to recycle wind turbine blades at the end of their useful life is recognized as one of the challenges of the industry. In this regard, in 2017, the company announced a cooperation agreement with the start up Thermal Recycling of Composites (TRC) to support the development of the R3FIBER technique, a viable, maximum-efficiency system for recycling wind turbine blades that are no longer in use, and implement a wind turbine blade recycling program.
Developed by TRC and a team at CSIC's National Center for Metallurgical Research, the R3FIBER technology is based on using materials without producing waste. This technology fully harnesses
mass, energy and the reuse of materials. The highlight is its unique feature of creating high-quality fibers (without resins) suitable for reuse. Therefore, R3FIBER technology is both sustainable since it does not generate waste, and efficient because it allows a maximum energy recovery.
This pilot program will apply to damaged wind turbine blades that need to be replaced, and in the future, blades from EDPR wind farms that have reached the end of their life cycle. To address the situation of managing this non-hazardous waste going forward, EDPR has partnered with TRC to create a new, sustainable system that allows wind turbine blades to be put to use.
During 2017 EDPR launched innovative projects focused on adding value to existing areas of the business, such as the combination of existing power plants (wind and hydro, in alliance with EDP) with solar PV and storage. These are tangible examples of combined effort with partners and suppliers with the goal of bringing the renewable industry forward.
At the same time the Company's high-skilled teams kept implementing new solutions in day-to-day business operations, boosting value creation through the application of innovative and lean initiatives.
Generating electricity since January 2017 in the Alto Rabagão reservoir in Northern Portugal this project is a combined effort of EDP Produção, EDP Comercial and EDP Renováveis in which each company of the group brings its expertise to the dashboard.

Alto Rabagão floating solar plant
The experimental solar plant was the world's first power plant to combine hydro and solar technologies. It has an installed capacity of 0.2 MW and occupies 2.500 square meters, floating in waters 60 m depth. The 840 solar panels installed are expected to deliver 300 MWh/year of clean energy to the hydro power plant substation already existent nearby.
This is the first project where the floating panels work in tandem with the dam's hydroelectric rotors, meaning that the solar panels produce energy during the day while saving hydro power to compete during intermittent demand peaks. When there is no demand the electricity produced by the solar panels allows the hydro plant to be autonomous from the network, consuming renewable energy to keep its systems running.
One of the main goals of the pilot, in which EDPR's expertise is vital, is to compare the offshore solar production versus a similar plant located onshore nearby. It's been proven that if the panels reach an excessive temperature its performance decreases. Those installed in the floating plant, naturally refrigerated, are able to deliver a better performance than the similar plant onshore.
This solution combined with the fact that floating solar plants would need less space than onshore to reach the same installed capacity, as floating power plants do not need to avoid terrain constrains due to the morphology of the lands, will open new opportunities for this brand new technology.
While studies in Alto Rabagão will continue, the EDP group is already considering the extension of this experience to larger facilities.
In 2017 EDPR installed, in collaboration with Vestas, an array of solar panels directly connected with one operating wind turbine generator in "El Conilete" wind farm (Andalucia, Spain). This installation will provide deeper knowledge about the benefits of combining both technologies. This option has several upsides, as it makes use of the existing infrastructure with almost no investment, excluding the solar panels, as the new capacity will take advantage of inverters, transformers, switchgears and cables. A new software was developed between Vestas and EDPR to control and monitor the performance of the combined generator.
A second phase of this project has already been launched, consisting in the addition of coupled batteries to create a combined wind, solar and storage generator. EDPR will benefit in this project from the experience acquired in the storage systems it has already installed in its solar and wind power plants in Romania.

El Conilete hybrid power plant installation
After more than a decade of continuous expansion EDPR's capacity to deliver top quality assets has been more than proven. Always looking for improvement, 2017 saw new innovative solutions in the construction and commissioning procedures of our power plants, making the process faster, safer and more environmentally friendly.
As an example, in the Meadow Lake V wind farm (Indiana, USA), on top of the already established "98 out of the gate" program (target is to reach 98% of availability in each turbine as fast as possible) that resulted in 99% pre-COD availability generating 22.7 million KWh of test energy, field-driven innovations piloted by EDPR's team in collaboration with Mortenson, civil contractor, successfully crystalized in the completion of a full scale stay-form foundation pedestal which eliminated risk associated with heavy materials, equipment, and suspended overhead loads from the turbine foundation and reduced the cost while improving safety for the construction workers
Another initiative launched was the utilization of a digital transition process – making this the first project that turned 100% digital documents to EDPR. This has an estimated savings of \$30,000 in paper and printing costs, with an additional \$30,000 of savings in administrative costs to assemble binders and store and scan documents into our internal document management system.
During 2017 EDPR also implemented a new planning methodology based on a single tool and integrated process throughout the organization. Effective implementation lowered lead times, decreased budgeting work peaks, allowed for planning full useful life of assets, and improved scenario and reforecasting capabilities. The new planning system is cloud-based, easy to access to all the personnel involved from any geography, thus improving work-life balance and data integrity and accountability.
As a direct upside, it will add important insights to top level discussion and a deeper understanding of business driver impact on financial performance, helping EDPR to reach another level in the business analysis. During 2018 the tool will keep its roll-out to all the departments involved in the budgeting process of the company.

| Materiality Assessment | 89 |
|---|---|
| Economic Topics | 91 |
| Environmental Topics | 95 |
| Social Topics | 102 |
| Reporting Principles | 112 |




The macro-economic context, where the challenges of sustainability are increasing, summing up with the diversity of EDPR's stakeholders, results in a large and complex list of important issues, which must be prioritized according to its relevance and significance. An issue is considered material when it influences the decision, the action and the performance of an organization and its stakeholders.
EDPR's material issues were identified and the results achieved supported the preparation of this Annual Report, as reflected in the company's management strategy and, in particular, in its agenda for sustainability.
The methodology adopted is based on the Accountability Standards and this information is collected corporately and within each business units.
Materiality is acquired by the interception of the issues identified by stakeholders with the importance given internally by the business. The topics identified by the company are prioritized according to the frequency with which they appear in different categories analyzed.
The relevance for society is determined by the importance/impact of a specific theme from an external perspective to the company, designated as society perspective. Therefore, the society vision reflects the vision idea/concept of the several stakeholder groups that have influence on or are influenced by EDPR's activities. This vision must be obtained through sources that ensure independence from the company by means of collecting on most cases external data. This vision must be achieved through sources that are independent from the company to collect, on most cases, external data.
In parallel, the establishment of a society vision is also supported by documents, analysis and international/national specific studies that allow a broad perspective of the emerging trends in the sustainability area. Consequently, the company considers that the vision of the several stakeholders reflects the vision of society, thus allowing the assessment of the expectations outside EDPR.
The vision of the business is obtained through the evaluation of the importance/impact of a specific theme from an internal perspective to the company. This vision is originated from the analysis of the defined business strategic goals as these, depict the current positioning and concerns of EDPR, reflect the future vision of the business.
The materiality matrix describes visually and promptly the most sensitive and impacting themes by comparing the relevance to society with the relevance to the business. The critical and sensitive themes for the business, obtained from the analysis of the materiality matrix, allows the company to drive the strategy and support the decision-making process as well as to focus the report of information based on shared interests between company and stakeholder, therefore, facilitating the relationship among them.

| GRI 201-1 - DIRECT ECONOMIC VALUE GENERATED AND DISTRIBUTED | |||
|---|---|---|---|
| € millio n | 2017 | 2016 |
|---|---|---|
| ECONOM IC VALUE GENERATED AND DISTRIBUTED | ||
| Turnover | 1,637 | 1,485 |
| Other income | 321 | 251 |
| Gains/(losses) on the sale of financial assets | 0 | 2 |
| Share of profit in associates | 3 | 0 |
| Financial income | 41 | 54 |
| Economic value generated | 2,001 | 1,792 |
| Cost of raw material and consumables used | 35 | 31 |
| Supplies and services | 327 | 305 |
| Other costs | 128 | 135 |
| Personnel costs | 101 | 94 |
| Financial expenses | 343 | 404 |
| Current tax | 46 | 50 |
| Dividends | 133 | 153 |
| Economic value distributed | 1,113 | 1,172 |
| Economic value accumulated | 888 | 620 |

According to the International Renewable Energy Agency (IRENA), renewable energy, coupled with energy efficiency gains, can provide 90% of the CO2 emissions reductions needed by 2050 to stay within the Paris Agreement boundaries. In this scenario, renewable technologies could generate more than 80% of all electricity by 2050, including a 52% share from wind and solar which would have to grow from today's approximately a 5.5% share. The leading role of renewables has been noticed by governments around the world and most countries have included renewable energy targets in their NDCs. A clean energy revolution is naturally underway not only because it is sustainable but also because economically,
onshore wind and solar PV costs have been declining and these technologies are now among the cheapest sources of energy in a growing number of countries, as highlighted by Lazard, Bloomberg New Energy Finance and IRENA. The competitiveness of renewables has been clearly evidenced in 2017 with wind (onshore and offshore) and solar PV's tenders beating a record of low prices all around the globe.
This awareness is increasingly growing in all sectors. Corporations, for instance, have been signing power purchases agreements (PPA) with renewable generators in order to fill their electricity needs. Renewables represent now an increasingly share of new investments in power-generating facilities1 and according to BNEF, renewable energy sources are set to represent almost 75% of the investments in new power generation technologies until 2040. Not surprisingly, Europe's major utilities pledged to become carbon-neutral "well before 2050" and even several oil and gas major companies have significantly increased their investment in renewables during the recent years. Funding institutions are also stepping back from fossil fuel projects; the World Bank announced in December 2017 that it would cease to finance upstream oil and gas after 2019 and investment funds, such as the Norway's wealth fund, banks and pension funds have announced similar pledges. Likewise, global green bond2 issuance hit a record of USD 155.5 billion in 2017 and could reach USD 250-300 billion in 2018, according to a research from the Climate Bonds Initiative.
Information on EDPR benefit plan obligations, can be found in Note 10 in the Financial Statements.
Information on EDPR financial assistance received from government through Production Tax Credits, Cash Grants and other Tax savings in the US, can be found in Income from institutional partnerships in US wind farms and Amortization of deferred income (government grants) in the Consolidated Income Statement and additional details on Note 7, Note 12 and Note 30 in the Financial Statements.
The values presented in the table below, show the average standard entry-level wage compared to the local minimum wage for each one of the countries where EDPR has presence. To protect the privacy of employees' wages in those countries where the headcount is smaller, the analysis is not disclosing the information by country and gender.
| % | 2017 | 2016 |
|---|---|---|
| STANDARD ENTRY LEVEL WAGE VS LOCAL M INIM UM WAGE | ||
| Europe | 190% | 204% |
| North America | 247% | 234% |
| Brazil | 309% | 337% |
Note: European ratio is calculated by using the sum of the entry-level wages (in €) of every country where EDPR operates (except Belgium, that was removed to protect the privacy of employees due to the small headcount) and the sum of the minimum wage of all these countries (in €). 2016 data has been restated using the same criteria.
The Code of Ethics contains specific clauses of non-discrimination and equal opportunities in line with the company's culture of diversity. This is reflected in the procedures for hiring people via a non-discriminatory selection processes.
1 According to Bloomberg, global clean energy investment in 2017 was the second highest ever at USD 333.5 billion and representing an annual increase of 3% 2 Debt instruments to be used for projects that promote climate and environmental sustainability purposes

A potential employee's race, gender, sexual orientation, religion, marital status, disability, political orientation or opinions of any other nature, ethnic or social origin, place of birth or trade union membership are not considered.
There are no specific procedures explicitly requiring local recruitment. However, a high percentage of EDPR employees' are hired from the same country in which the company operates.
| % | 2017 |
|---|---|
| % OF LOCAL RECRUITM ENT | DIRECTORS |
| Europe | 70% |
| North America | 79% |
| Brazil | 100% |
| Corporate | 71% |
GRI 203-1 - INFRASTRUCTURE INVESTMENTS AND SERVICES SUPPORTED
This includes the reinforcement of existing electricity networks and the rehabilitation of existing roads or the construction of new roads.
The investment in roads is necessary in order to transport heavy equipment (wind turbine components, power transformers, etc.) to the site during construction. The improved road system facilitates future maintenance activities after construction works, as well as improves access to remote locations for the surrounding communities. During the operation of the wind farms, these roads are maintained and further opportunities may be identified to increase the positive impact in the community.
The integration of the generation capacity may also require upgrades in the distribution and transmission grids that belong to the system operators. Those upgrades indirectly benefit the quality of service offered in the surrounding areas by minimizing electricity supply interruptions.
Renewable energy technologies are viewed not only as tools for mitigating climate change, but are also increasingly recognized as investments that can provide direct and indirect economic advantages by reducing dependence on imported fuels (and hence, improving trade balances), enhancing local air quality and safety, advancing energy access and security, propelling economic development, and, creating jobs.
At EDPR, there is no specific policy or in-house procedure for preferring locally based suppliers.
Nevertheless, under equal commercial terms, EDPR chooses local suppliers in order to enhance the socio-economic sustainability of the 12 countries across Europe and the Americas where it is present.
Moreover, during the construction of the company's projects, the local community can see an influx of temporary local construction workers and suppliers that provide a positive impact on the local economy.
Note: * is based on # of purchase orders placed in 2017.
EDPR analyses all the new markets were enters operations through a Market overview. This study also evaluates the corruption risk.
EDPR during 2015, implemented an Anti-Bribery Policy of application to all EDPR Group. This Anti-Corruption Policy involves a series of procedures regarding the relationships of EDPR employees with external parties, namely the approval of certain actions regarding hospitality to and from external parties, charitable donations, and sponsorships.
Additional information on the Whistleblowing Channel and the Ethics Channel can be found at Section 5 Corporate Governance, C. II. Reporting Of Irregularities or visit the ethics information on the corporate governance section, in the website, www.edpr.com. Moreover, additional information is detailed in the Integrity and ethics Section.
There is a strong commitment by the Company in relation to the dissemination and promotion of compliance with the Code of ethics, which includes Bribery & Corruption section, available to all employees through training, questionnaires, and open discussions of the findings. To this extent, from March to December 2016, EDP offered an online Ethics training ("Ética EDP") available to all employees of both Europe/Brazil and North America. This course achieved a major participation of around 900 EDPR employees. This type of training will be performed periodically.
EDPR has no knowledge of any corruption-related incidents recorded during 2017.
Moreover, the company has internal procedures to monitor compliance with the Code of Ethics and defines actions to be taken in case of incidents.
Additional information on the Whistleblowing Channel and the Ethics Channel can be found at Section 5 Corporate Governance, C. II. Reporting Of Irregularities or visit the ethics information on the corporate governance section, in the website, www.edpr.com. Moreover, additional information is detailed in the Integrity and ethics Section.
EDPR has no knowledge of any legal actions for anti-competitive behavior, anti-trust or monopoly practices recorded during 2017.
For additional information related to Economic topics, please refer to Business Environment, Financial, Employees, Communities and Safety Organization Structure Sections.
Note: EDPR reports EBITDA windfarms environmental indicators the year after the COD (Commercial Operating Date), when the trial periods is over and the indicators are already significant. So that, the windfarms that have entered into operation in 2017 will be included in the environmental indicators of 2018.
Wind turbines and solar panels require a small amount of electricity to operate. This energy consumption is generally self-consumed. Given the intermittency of wind generation, sometimes it is needed to consume electricity from the grid.
| M Wh | 2017 | 2016 | % |
|---|---|---|---|
| ENERGY CONSUM PTION | |||
| Wind farms: | |||
| Electricity consumption | 64,964 | 67,423 | -4% |
| Offices: | |||
| Electricity consumption | 4,475 | 3,776 | 19% |
| Gas | 999 | 1,009 | -1% |
Note: Gas conversion factor according to Agência Portuguesa de Ambiente.
EDPR' activity is based on clean energy generation, and it produces about 398 times the electricity consumed by itself. Nonetheless, the company is conscious about promoting a culture of rational use of resources and promotes many internal campaigns to encourage sustainable behaviors as is explained in its website www.edpr.com.
Generation from wind energy does not consume water in its operational processes. The water is consumed mainly for human use. The consumption of water per electricity generated accounts for 0.51 liters/MWh. Even so, the company actively seeks to adopt more eco-efficient practices. An example of this, in 2017, 38 substations had rainwater collection and treatment systems installed to cover their own water supply needs.

| COUNT HY | FACILITY NAME | TYPE OF OPERATION |
POSITION IN RELATION WITH PROTECTED AREA |
FACILITY AREA IN PROTECTED NATURAL AREA (ha) |
% PACILITY AREA IN PROTECTED NATURAL AREA (1993) |
ATTRIBUTE OF THE PROTECTED AREA |
STATUS OF THE PROTECTED AREA |
|---|---|---|---|---|---|---|---|
| Certoritaine | White farm | Projecent | 0.0 | 0% | Terrestrial | Filatur & 2000 | |
| Belgium | Chimay | Wind farm | Adjecent | ന്നും | ్రాల్య | Tecrestrial-Fresh- | Natura 2000 |
| Parava | Wind farm | Drigion | 41.6 | TOOM | Water Ferrestrial |
Natura 2000 | |
| CANK | Wind farm | Intelde | 13 | 100% | Terrestrial | National profected area |
|
| France | Aystenes - Le Truel | Wind farm | Intide | 13 | 100% | Terrestria | passwitched models MER |
| Marcellois | Wind Jarm | 2015/06/2 | 11 | 100% | Tecrestrial | Natura 2000 | |
| Massiliar Tarzy |
Wind farm Wind farms |
Inside Inside |
0.9 39,9 |
100% 100% |
Terrestrial Terrestrial |
Natura 2000. Regional hark |
|
| Prancourville | Wind Sacres | Intelle | 41.2 | 200% | TerredU18 | 100 | |
| 1124 | Wired Sarm | Deside | 30 5 | 97% | TAPT #1211 08 | Regional park | |
| Poland | CORTHISSOW | Wrid farm | Adjacent | 0.0 | 0% | Terrestrial-Presh- NISCORIA |
Natura 2007 |
| Ferrit Suir | Wind farm | Intelde | 6,3 | 100% | Forestrum | Natura 2000 | |
| Ager Acte II |
Wind farm Wind farm |
Pactially Within Pactially Withit |
0,1 6.0 |
196 10% |
Terrestria Terrestria |
Natura 2000 Natura 2000 |
|
| Childer | Wind farms | Deside | 49 | 100% | Tecrestrial | Natura 2000 | |
| Clustelo | Wired farm | Inside | 8,9 | DOCUP | Tecrestrial | Natura 2000 | |
| Vila Cour Faberta Rechaderea |
Wind farm Wind Sarres |
Intide Partially Within |
140 30, 1 |
100% 91% |
Terrentrial Tecrestrial |
Meura 2000 Natura 2000 |
|
| Forte da Quellia | Wired Tarrits | Irral-ise | 81 | 30000 | lecrestrial | Natura 2000 | |
| Alto do Tale t | Wind Sarm | Irigide | 9,2 | 100% | Tecrestrial-Freur)- MAROOT |
Natura 2000 | |
| Ponte da Mesa | Wind Jiarm | Partially Within | 8,2 | 83% | Terrestrial | Natura 2000 | |
| Carlineral | Wind Jarm | Partially Within | 1,5 | 3% | Ferrestria | Natura 2000 | |
| Madrinha Safra-OSeritra |
Wind farm Wirsd farm |
Iritide (819136 |
4.1 197 |
100% 100% |
Terrestrial Ferrestrial |
Natura 2000 Natura 2000 |
|
| Negreio = Guiltiado | Wind Sarms | Eriside | త్రన్ | 145% | Terrestrial | Natura 2000 | |
| Portugal | Tellot | Wind Sarint | Pactially Within | 2,9 | 22% | Terrestrial | Natura 2000 |
| Sara Alvosca | Wind farms | Plachally Within | 7,00 | 1216 | Horrentrial | Natura 2000 National probected 18.00 |
|
| Tocha | Wind Salin | Inside | 6.0 | 100% | Tecrestrial | Natura 2000 | |
| Padrieta/Soutelo | Wired Sarres | Poctually within | 10 | 41% | Terrestrial | Natura 2000 | |
| Dutreros VIJa Novi |
Wind farm Wirid farm |
Partially Within Partially With t |
01 2,1 |
్రామం 0% |
Terrestrial Terrestrial |
NIGHT 2000 00002 MATSANI |
|
| Wa Nove II | Wind farm | Partially Within | x1 | 34% | Terrestrial | Nabura 2000 | |
| Delocal | WIOG Tarins | Pactually William | 0.4 | 196 | Ferrestrial | NASCE 2000 | |
| Ortide 6. Joan |
Wind farm Wired form |
Adjacent Adjacent |
00 0,0 |
OW 0% |
Terrestrial Terrettrial |
Natura 2000 Natur & 2000 |
|
| Alto Arganil | Wind farm | Adjacent | 0,00 | 0% | Terrestrial | Natura 2000 | |
| Salqueiros-Quilhado Gerra do Ma |
Wind Farm Withis The res |
Advacerts Adjacent |
00 00 |
O% 0% |
Terrest 18 Therestrial |
Natura 2000 Natura 2000 |
|
| Postera | Wod farm | Adjacerit | 0.0 | 0% | Fecrestrial | Natura 2000 | |
| Romania | Sarichia | Wod farm | Partially Within | 011 | 0% | Terrestrial | Natura 2000 |
| Curity Naca | Schiler promit | Intide | 22,7 | 100% | Terrestrial Preify- Walker |
Natura 2000 | |
| Serta de Boqueron | Whold farm | Misside | 10.4 | 100% | Tecrestrial | Natura 2000 | |
| LA Cabaria Corme |
Wind farm Wed farm |
Partially Mits o Partially, With th |
82 26 |
53% 17% |
Terrestria Terrestrial «Marine |
Natura 2000 Natura 2000 |
|
| Hoya Gonzalo THESISMI |
West farm Wirid farm |
Partially Within Adjacent |
0.7 00 |
4% 0% |
Terrestrial Terrestrial |
Natura 2000 Natura 2000 National protected |
|
| Coll de la Girginia | Wind far m | Partielly Mislin | 01 | 1% | Terrestrial-Fresh | 11,60 Natura 2000 |
|
| Puntaza de Remolinos | Wind farm | Partially Within | 1,8 | 57% | All-Co Terrestrial |
Natura 2000 | |
| Planas de Pula | Wired farms | Partilly Within | 6,2 | 55% | Ferrestrial ferrestrial reste |
Filmoria 2000 | |
| Active | Wind facts | Adjocent | 00 | 0% | WAMBER | Natura 2000 | |
| Bothsid Sta | Wood facm | Adjacent | 00 | 0% | Terrestrial-Marine | Natura 2000 | |
| Serra Videorera Villarueba |
Wind facm We's Sarres |
Adjacerit Pactially With th |
do 30 |
0% 41% |
Teerestria Terrestrial Presty |
Natura 2000 Natura 2000 |
|
| Chamel | Wirit farm | Firtually William | 49 | 75% | 4300 Terrestna-Freaty Vid @ Catur |
Natura 2000 | |
| Spain | La Mallada | Wirid farm | Plan Uselly V. Withiers | 1.4 | 8% | Terresoud-Fresh 43.00 |
Natura 2000 |
| Las Monjies | Weld Sarm | Partially Within | 0.04 | 0% | Terrestna (Treate and All Callery |
Natura 2000 | |
| Coll de la Garganta | Wed farm | Partially Within | 0.05 | 1% | Terrestrial-Fresh- washin |
Natura 2000 | |
| Te Josteria | We'd farm | Adjacent | 100 | 0% | Terrestria | COOL BALGARIA | |
| Add | Wirid farm | A:2 10-28T15 | 0.0 | 0% | Terrestrial-Fresh- AND OUT |
Natura 2000 | |
| Bierna de Too Liegos | Wind farm | Adsoent | 0.0 | 0% | Ferrestria | Natura 2000 | |
| Mostets | WVSd farms | 1431908116 | 0,0 | 0% | Terrestria | Natura 2000 | |
| Los Almentoues | WWW.C. Nac m | Pro 1000015 | 00 | 0% | Terrently Freir- AATBART |
Natura 2000 | |
| Buyar | Wind farm | Ad) some | 00 | 0% | Terredtrial | Natura 2000 | |
| Serra Voltorana | Wired Tarms | Adjecent | do | 0% | Terrestria Terrestrial-Fresh- |
Natura 2000 | |
| Montelvane | WVI farits | Piertially Within | 173 | 98% | Walling | Natura 2000 | |
| La Celayal | Wind farm | Pactially Within | 9,1 | 70% | Tecreatrial-Fresh MABAT |
Natura 2000 | |
| Carro del Conlata | White Samm | Partially Within | 0.01 | 0% | Terrestria | COOC RAMARIA | |
| Wed farm | Ad lacerit | 0.0 | 0% | Terrestria | Natura 2000 |


Potential environmental impacts are analyzed in detail in the environmental impact studies of the projects. Additionally, feasible alternatives are assessed and preventive, corrective and compensation measures are determined.
The company has defined general procedures in its Environmental Management System to prevent, correct or compensate impacts in the environment. In addition, efforts are intensified with specific monitoring procedures in the small number of sites located inside or close to protected areas.
In the small number of sites located inside or close to protected areas, EDPR intensifies the efforts with specific monitoring procedures, as defined in the Environmental Management System.
After the construction period, it is EDPR duty to return the site to its initial state. Therefore, the company performs morphological restoration and reseeding works. In 2017, almost 6 hectares of affected land were restored.
Furthermore, EDPR collaborates with Fundación Patrimonio Natural and Migres to promote, maintain and manage the natural heritage.
Fundación Patrimonio Natural is linked to the Castilla y León Regional Government. In 2017, an economic contribution of € 25,000 was made to work in collaboration with the Fundación Patrimonio Natural in the following actions:
Repositioning of a transmitter acquired in 2016 in an adult real kite individual and reception of data from the transmitters in operation placed since the beginning of the radiolabelling program.
Follow-up actions of the breeding population of the royal kite in the regions of Pinares (Valladolid), Tierra del Vino and Guareña (Zamora) and analysis of the movements of the radio-marked individuals.
Fundación Migres is linked to the Andalucía Regional Government. In 2017, an economic contribution of € 10,000 was made to work in collaboration with the Fundación Migres in the following actions:
Through the execution of this measure:
In addition, in 2017, a quality protocol for environmental monitoring has been designed, where several measures were established for quality control, as well as indicators for monitoring which contribute in obtaining the best results. This protocol must ensure a quality that allows a maximum reduction in accident rate.
This measure has not been executed yet. It will be carried out in 2018 with what has already been paid in 2017. It has not been started because there are some measures that have not yet been approved by the Environment.
With this monitoring, we can know the fluctuations that occur in the number of specimens of the different migratory species, as well as detect possible conservation problems of these species and their habitats. This is especially important in a scenario of global change. Through the development of a specific program for monitoring the migration of gliding, marine and passerine birds in the Strait of Gibraltar, the aim is to detect:
EDPR's Scope 1 emissions represent 1,604 tons of CO2 equivalent. 1,020 tones are emitted by transportation related to the windfarms operation, 177 tones by gas consumption in the company's offices and the rest of it is related to SF6.
Part of the equipment used for electricity generation purposes contains SF6 gasses and during 2017, EDPR registered emissions of 17 kg of this gas, which is equivalent almost to 407t CO2 eq.
Note: Emissions were estimated according to GHG Protocol (including official sources such as IPCC or the U.S Department of Energy)
EDPR's CO2 indirect emissions represent 8,005 tons, 7,821 tons driven by electricity consumption by the wind farms and solar plants and 184 tons electricity consumption by the offices.
In 2017, 100% of the emissions related to electricity consumption in windfarms and our own offices in Spain and US have been compensated by Certifications of Origin in Spain and Renewable Energy Certifications (RECs) in US, obtained from the renewable energy generation.
Note 1: The emission factors used are based on the following sources: Portugal - EDP, Turbogás, Tejo Energia, Rede Eléctrica Nacional (REN), and Entidade Reguladora dos Serviços Energéticos (ERSE); Spain – Red Eléctrica de España (REE); Brazil - Ministry of Science and Technology - SIN (National Interconnected System); Other European Countries; and Canada - IHS CERA.
Note 2: Electricity consumption emissions were calculated with the global emission factors of each country.
EDPR's work requires employees to travel and commute. Based on the estimates, the transportation used by employees accounted for a total of 6,124 tons of CO2 emissions.
Note: Emissions were estimated according to GHG Protocol, by following the DEFRA standard. Employee commuting emissions were calculated from data collected in a survey to all employees.

EDPR core business activity inherently implies the reduction GHG emissions. Wind and solar energy has zero carbon emissions, contributing to the world's fight against climate change and does not produce harmful SOx, NOx, or mercury emissions, protecting valuable air and water resources. In 2017, it was estimated that the company's activities avoided the emission of 22,051 thousand tons of CO2.
The company's emissions represent 0.1% of the total amount of emissions avoided and 50% of the total emissions are from the necessary electricity consumption by the wind farms. Even though EDPR's activity is based on the clean energy generation, it is conscious about promoting a culture of rational use of resources. During 2017, EDPR continued promoting initiatives that foster environmental best practices in its offices.
In 2017, 100% of the emissions related to electricity consumption in windfarms and our own offices in Spain and US have been compensated by Certifications of Origin in Spain and Renewable Energy Certifications (RECs) in US, obtained from the renewable energy generation.
Note 1: To calculate the emissions avoidance, the energy generation has been multiplied by the CO2 eq emission factors of each country and state within the US. EDPR considers the emission factor of just fossil fuel energy, as it is considered that by increasing the generation of renewable energy, there is a displacing of these technologies, while other renewable technologies and nuclear plants will continue with its quota of generation.
Note 2: In order to calculate avoided emissions, generation in Mexico is included as well as the country is included at operational data.
Note 3: The emission factors used are based on the following sources: Portugal - EDP, Turbogás, Tejo Energia, Rede Eléctrica Nacional (REN), and Entidade Reguladora dos Serviços Energéticos (ERSE); Spain – Red Eléctrica de España (REE); Brazil - Ministry of Science and Technology - SIN (National Interconnected System); USA - Emissions & Generation Resource Integrated Database (eGRID) for each state emission factor; Other European Countries, Mexico and Canada - IHS CERA.
The main contribution to the hazardous waste produced by wind farms is related to oil and oil-related wastes such as oil filters or oil containers, used mainly for lubrication of the turbines. The consumption of this oil is based on certain predefined replacement time frequencies (between 2 and 5 years, based on the component, oil type and manufacturer).
During 2017, the recovery rate was 88% impacted mainly by a significant spill with a volume of 80 metric tons of soil contaminated brought to disposal. The increase in hazardous wastes is mainly due to the contamination of the soil. This soil was removed and fully restored. Excluding this fact and other accidents such as blades breakage that generate fiberglass, the recovery rate would have been 98%, what certifies that the company has been actively working to improve the recycling rate of its hazardous wastes, through authorized waste haulers. The increase shown in non-hazardous wastes is driven by glass fiber and metals from blades. These metals where fully recovered.
Annual fluctuations in hazardous waste generated are heavily dependent on the pluri-annual oil replacement programs above mentioned. Non-hazardous wastes generated by the company include metals, plastics, paper or domestic garbage which is recycled in their vast majority.
The following table summarizes the amount wastes generated per GWh in EDPR's facilities and the rate of recycling. The following table summarizes the amount wastes generated:
| 2017 | 2016 | '% | |
|---|---|---|---|
| WASTE GENERATED BY EDPR | |||
| Total waste (kg/GWh) | 58.0 | 50.1 | 16% |
| Total hazardous waste (kg/GWh) | 31.6 | 27.1 | 16% |
| % of hazardous waste recovered | 88% | 87% | 1% |
| Excluding accidents | |||
| Total waste (kg/GWh) | 53.7 | 43.6 | 23% |
| Total hazardous waste (kg/GWh) | 25.2 | 24.3 | 4% |
| % of hazardous waste recovered | 98% | 97% | 1% |
| 2017 | 2016 | '% | |
| WASTE GENERATED BY EDPR | |||
| Total hazardous wastes (t) | 836 | 647 | 29% |
| Total hazardous waste disposed (t) | 99 | 84 | 17% |
| Total hazardous waste recovered (t) | 737 | 563 | 31% |
| Total non-hazardous wastes (t) | 700 | 547 | 28% |
| Total non-hazardous waste disposed (t) | 244 | 227 | 7% |
| Total non-hazardous waste recovered (t) | 456 | 320 | 42% |
Note: For the purposes of this report, all wastes have been classified as Hazardous or Non-hazardous according to European Waste Catalogue; However, in each country where EDPR has a geographic presence, each wind farm is required to adhere to national law by following company procedures for handling, labelling, and storage of wastes to ensure compliance. In cases, like in the United States, when the company's operations generate small quantities of substances which fall into additionally-regulated categories such as used oils and universal wastes, EDPR follows strict standards for handling and disposal of these waste types to ensure and remain compliant with all applicable laws.
Note 2: 2016 ratios per GWh has been restated.
Given EDPR's activity and its locations, oil spills and fires are the major environmental risks the company faces. The Environmental Management System is designed and implemented to prevent emergency situations from happening. But, just to be cautionary, the system covers the identification and management of these, including the near-miss situations.
EDPR defines as significant spill the ones above 0.16 m3 that reached the ground. Additionally, EDPR registers near miss situations, when registered incident does not reach the category of significant spill. In 2017, the company had 3 significant spills with a total volume of 0.64 m3 of oil spilled, 1 incipient fire, 3 fires without environmental impact and 1 fire with minimal impacts (0.5 acre) on the neighboring forest. All cases were properly managed: oil spills were confined
THE LIVING ENERGY BOOK
early and contaminated soil was collected and managed. Additionally, 65 near miss were registered driven by small oil leaks that did not reach bare soil.
EDPR performs regular environmental drills to guarantee that all employees are familiar with the risks and have received the appropriate training to prevent and act, if necessary.
During 2017, the company did not receive any penalty for non-compliance with environmental laws and regulations.
EDPR´s Environment and Biodiversity Policies reflect a responsible management of the environment along the whole value chain. According to these policies, EDPR is committed to ensure that everyone involved, including suppliers, has the necessary, adequate skills for the purpose.
The suppliers of EDPR shall adopt all necessary measures to ensure strict compliance with all applicable environmental regulations as well as EDPR´s Environment and Biodiversity Policies, internal norms, procedures and systems in place as regards to environmental management.
EDPR has implemented, for all its wind farms in operation, an Environmental Management System (EMS) developed according to the international standard ISO 14001. EDPR´s suppliers shall know and understand the EMS and ensure the full compliance with the procedures set. Supplier shall make the EMS available to its employees and subcontractors.
In 2017, 83% of EDPR's critical suppliers (defined as per EDP formal corporate standard methodology) in Corporate, Europe and Brazil and in North America had environmental systems.
In 2015, EDPR carried out a study to characterize its Supply Chain, including the analysis of the exposure to economic, social and environmental risks. This analysis was performed using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) methodology developed by PwC. For the ESCHER calculation routine PwC used EDP Group 2014 data.
The study allowed EDPR to determine the following results: 300* thousand-ton GHG emissions associated to EDPR's direct and indirect Supply Chain, 5%* of which related to direct suppliers.
Through this study, EDPR aims to identify areas where should focus its improvement activities in order to significantly reduce its exposure to risk and optimize impacts.
Note: Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. This study is still representative of EDPR reality and companies in the sector perform these studies every 2/3 years. Data presented in this chapter resulting from this study is marked with an *.
For additional information related to Environmental topics please refer to the Positive Balance on the environment Section and Suppliers Section.
In 2017, EDPR had 1,220 employees. 22% worked at EDPR holding, 38% in the European Platform, 37% in the North American Platform and 3% in Brazil.
| WOR KF OR C E B R EA KD OWN | 2017 | % F EM A LE | 2016 | % F EM A LE |
|---|---|---|---|---|
| BY EM PLOYM ENT TYPE: | ||||
| Full time | 1,188 | 30% | 1,050 | 31% |
| Part time | 32 | 97% | 33 | 94% |
| BY EM PLOYM ENT CONTRACT: | ||||
| Permanent | 1,203 | 32% | 1,066 | 33% |
| Temporary | 17 | 0% | 17 | 24% |
| BY COUNTRY: | ||||
| Spain | 406 | 34% | 373 | 34% |
| Portugal | 73 | 12% | 72 | 10% |
| France | 60 | 40% | 53 | 38% |
| Belgium | 3 | 33% | 2 | 0% |
| Poland | 35 | 34% | 38 | 37% |
| Romania | 32 | 41% | 32 | 38% |
| Italy | 28 | 36% | 23 | 35% |
| UK | 42 | 43% | 34 | 47% |
| USA | 488 | 31% | 410 | 33% |
| Canada | 5 | 0% | 5 | 0% |
| Brazil | 39 | 28% | 34 | 29% |
| M exico | 9 | 33% | 7 | 29% |
| Total | 1,220 | 32% | 1,083 | 33% |
The average number of contractors' workers during the period has been 870 in Europe, 1,372 in North America and 559 in Brazil.
Throughout the year, EDPR hired 259 employees while 121 are no longer with the company, resulting in a turnover ratio of 16%, which is slightly higher than the previous year.
| EM P LOYEE TURNOVER | NEW HIRES | DEP ARTURES | TURNOVER |
|---|---|---|---|
| BY AGE GROUP: | |||
| Less than 30 years old | 151 | 51 | 37% |
| Between 30 and 39 years old | 74 | 38 | 10% |
| Over 40 years old | 34 | 32 | 9% |
| BY GENDER: | |||
| Female | 82 | 29 45 |
16% |
| M ale | 177 | 76 | 15% |
| BY COUNTRY: | |||
| Spain | 61 | 31 | 11% |
| Portugal | 4 | 3 | 5% |
| France | 20 | 10 | 25% |
| Belgium | 0 | 0 | 0% |
| Poland | 0 | 1 | 1% |
| Romania | 2 | 2 | 6% |
| Italy | 8 | 3 | 20% |
| UK | 17 | 6 | 27% |
| USA | 133 | 58 | 20% |
| Canada | 0 | 0 | 0% |
| Brazil | 11 | 6 | 22% |
| M exico | 3 | 1 | 22% |
| Total | 259 | 121 | 16% |
2,801 contractors involved in construction and operation and maintenance activities during 2017.
Note: Turnover calculated as: (new hires+departures)/2
Contractors involved in construction, operation and maintenance activities worked 691,929 days during 2017.
As an integral part of the health & safety strategy, the company offers several training courses and risk assessment activities according to the potential risks identified for each position within the company.
EDPR is equally concerned with the health and safety standard of all employees and contractors. To this extent, the contractors are subject to a health and safety screening when they bid to work for the company. Once the contractor is selected, they are required to present proof of having completed the required training. 72% of contractors have undergone relevant health and safety training during 2017 given by EDPR. Nevertheless, is mandatory for the companies that work with EDPR to assure that all the contractors have undergone health and safety courses.
As a responsible employer, a quality employment that can be balanced with personal life is a priority for the company. The package of benefits provided to full-time employees does not differ from that offered to part-time employees, and generally it goes beyond what is agreed in collective bargaining agreements. This benefits package includes medical insurance, life insurance, pension plan and conciliation measures.
From EDPR's 1,220 employees, 20% were covered by collective bargaining agreements.
| EM P LOYEES COVERED BY COLLECTIVE BARGAINING AGREEM ENTS |
2017 | % |
|---|---|---|
| Spain | 51 | 13% |
| Portugal | 73 | 100% |
| France | 55 | 92% |
| Belgium | 1 | 33% |
| Poland | 0 | 0% |
| Romania | 0 | 0% |
| Italy | 28 | 100% |
| UK | 0 | 0% |
| USA | 0 | 0% |
| Canada | 0 | 0% |
| Brazil | 39 | 100% |
| M exico | 0 | 0% |
| Total | 247 | 20% |
Collective bargaining agreements apply to all employees working under an employment relationship with and for the account of some companies of EDPR group, regardless of the type of contract, the professional group into which they are classified, their occupation or job. However, matters relating to the corporate organization itself, the laws of each country or even usage and custom in each country result in certain groups being expressly excluded from the scope of collective bargaining agreements.
| P ARENTAL LEAVE | M ATERNAL | P ATERNAL | RETURN TO WORK |
|---|---|---|---|
| Spain | 7 | 11 | 18 |
| Portugal | 0 | 2 | 2 |
| France | 2 | 2 | 4 |
| Belgium | 0 | 0 | 0 |
| Poland | 4 | 4 | 8 |
| Romania | 0 | 0 | 0 |
| Italy | 4 | 1 | 5 |
| UK | 3 | 0 | 3 |
| USA | 6 | 25 | 31 |
| Canada | 0 | 0 | 0 |
| Brazil | 0 | 0 | 0 |
| M exico | 0 | 0 | 0 |
| Total | 26 | 45 | 71 |
In 2017, 71 employees enjoyed a maternal or paternal leave. All returned but after that, six of them extended their leave. Additionally, 96% of the employees who enjoyed a parental leave in 2016 are still EDPR employees.
| GRI EU15 - PERCENTAGE OF EMPLOYEES ELIGIBLE TO RETIRE IN THE NEXT 5 AND 10 YEARS BROKEN | ||||
|---|---|---|---|---|
| DOWN BY JOB CATEGORY AND BY REGION |
| EM P LOYEES ELIGIB LE T O R ET IR E | IN 10 YEA R S | IN 5 YEA R S |
|---|---|---|
| BY EM PLOYM ENT CATEGORY: | 81 | 31 |
| Directors | 21 | 9 |
| Specialist | 40 | 17 |
| M anagers | 5 | 2 |
| Technicians | 15 | 3 |
| BY COUNTRY: | 81 | 31 |
| Spain | 20 | 8 |
| Portugal | 17 | 7 |
| Poland | 2 | 2 |
| Italy | 0 | 0 |
| France | 1 | 0 |
| UK | 0 | 0 |
| Romania | 1 | 0 |
| USA | 39 | 13 |
| Brazil | 1 | 1 |
Note that the employees eligible to retire in the next 5 years is with 60 years reference and in the next 10 years with 57 years reference.
Per country case law, EDPR may have a minimum period which it must comply with for giving formal notice of organizational changes at the companies in the Group with an impact on employees. However, it is customary to communicate significant events to the affected groups in advance.
As an employer in the United States, EDPR complies with the Worker Adjustment and Retraining Notification (WARN) Act Guide to Advance Notice of Closings and Layoffs.
A significant part of the organization plays a fundamental role in the implementation of its health and safety policy. The company created health and safety committees that collect information from different operational levels and involve employees in the definition and communication of a preventive plan.
During 2017, 4.0% of all employees attended health and safety committee meetings, representing 64% of the total workforce. All EDPR geographies have active health and safety committees in place.
| GRI 403-2 - TYPES OF INJURY AND RATES OF INJURY, OCCUPATIONAL DISEASES, LOST DAYS, AND | |
|---|---|
| ABSENTEEISM, AND NUMBER OF WORK-RELATED FATALITIES |
| H &S IN D IC A T OR S (ED P R A N D C ON T R A C T OR S P ER SON N EL) | 2017 | 2016 | % |
|---|---|---|---|
| Number of industrial fatal accidents | 0 | 0 | 0% |
| Europe | 0 | 0 | 0% |
| North America | 0 | 0 | 0% |
| Brazil | 0 | 0 | 0% |
| Number of industrial accidents with absence | 15 | 25 | -40% |
| Europe | 9 | 13 | -31% |
| North America | 2 | 12 | -83% |
| Brazil | 4 | 0 | - |
| Working days lost by accidents caused | 534 | 1,124 | -52% |
| Europe | 397 | 820 | -52% |
| North America | 100 | 304 | -67% |
| Brazil | 37 | 0 | - |
| Injury Rate (IR)1 : |
1.9 | 3.8 | -49% |
| Europe | 3.1 | 4.9 | -36% |
| North America | 0.6 | 3.3 | -83% |
| Brazil | 3.4 | 0.0 | - |
| Lost work day rate (LDR)2 : |
69 | 170 | -59% |
| Europe | 137 | 309 | -56% |
| North America | 28 | 83 | -67% |
| Brazil | 31 | 0 | - |
1 Injury Rate calculated as [# of accidents with absence/Hours worked * 1,000,000]
2 Lost Work Day Rate calculated as [# of working days lost/Hours worked * 1,000,000]
Note: Minor first aid injuries are not included and number of days is calculated as the number of calendar days
During 2017, EDPR registered a substantial improvement in its H&S ratios. The number of accidents with absence registered for employees and contractor personnel decreased by 40%, resulting in a drop of 49% in the injury rate to 1.93 impacted by lower number of accidents and more worked hours. Additionally, the lost work day rate decreased by 59% to 694, driven by lower average lost work days per accident.
A greater focus on proactive approach in the H&S management plus the realization of the benefits from OHSAS certification results in a significant improvement in the statistics.
During 2017, EDPR did not identify injuries or fatalities to the public involving company assets.

For a complete description of EDPR's Training and Human Resources strategy, please refer to the Employees Section.
EDPR strives to offer to the total workforce opportunities to develop professionally and assume new roles to reach the goals of the company. Employees are encouraged to take advantage of the functional and geographic mobility opportunities.
All of EDPR's employees, regardless of their professional category, are evaluated every two years to determine their development potential by providing the most suitable training. EDPR creates tailored development plan to address specific needs.
Moreover, EDPR offers the possibility to all employees to define a Personal Development Plan. This plan is very effective tool that enable us to structure training actions for the candidate aimed at widening their abilities and expertise since it requires a reflection upon the results of their skills assessment and identify the individual's strong points and areas where he can improve, taking into account the employee's development level, as well as the teamwork and organizational strategy.
3 Injury Rate calculated as [# of accidents with absence/Hours worked * 1,000,000]
4 Lost Work Day Rate calculated as [# of working days lost/Hours worked * 1,000,000]
The potential assessment process is independent from performance appraisal and is based on a 360 degree evaluation model which considers feedback from oneself, peers, subordinates and the manager.
"EDPR undertakes to ensure that its labor policies and procedures prevent unjustified discrimination and different treatment on the basis of ethnic or social origin, gender, sexual orientation, age, creed, marital status, disability, political orientation, opinion, birthplace or trade union membership." Principles of Action – Code of Ethics
| BOARD OF DIRECTORS COM P OSITION | 2017 |
|---|---|
| BY AGE GROUP: | |
| Under 30 years old | 0% |
| Between 30 and 50 years old | 18% |
| Over 50 years old | 82% |
| BY GENDER: | |
| Female | 6% |
| M ale | 94% |
Following the best Corporate Governance practices, in 2016 EDPR analyzed and discussed about the possible criteria applicable in the selection of the new members of its Governing Bodies. As a conclusion, within others, it was agreed to take into account the following: the education, experience in the energy sector, integrity and independence, having a proven expertise and the diversity that such candidate may provide to the related body. Based on this, the Board of Directors would submit a proposal to the General Shareholders' Meeting which should be approved by majority, for an appointment for an initial period of three (3) years.
A detailed description of the governance bodies can be found at the Corporate Governance Chapter of this report, Annex - Biographies. Please refer to GRI 401-1 and GRI 405-2 to employees related information.
| M /F SALARY RATIO | M /F SALARY |
|---|---|
| Board Directors (non executive) | 102% |
| Directors | 113% |
| Specialist | 107% |
| M anagers | 114% |
| Technicians | 105% |
Note: Ratios are calculated by using the average salary of men and the average salary of women per each category (in €). Ratios can be affected by the different levels included in each category.
In 2017, EDPR had knowledge of a complaint for discrimination at the Equal Employment Opportunity Commission (EEOC). The issue was analyzed by the responsible area and finally, resolved and withdrawn by the complainant.
In 2015, EDPR carried out a study to characterize its Supply Chain, based on an analysis of the exposure to economic, social and environmental risks. This analysis was performed using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) methodology developed by PwC. For the ESCHER calculation routine PwC used EDP Group 2014 data related to suppliers. The study allowed EDPR to determine the following results:
x ~0%* EDPR's direct suppliers identified in which the right to exercise freedom of association and collective bargaining may be at significant risk.
Note: Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. This study is still representative of EDPR reality and companies in the sector perform these studies every 2/3 years. Data presented in this chapter resulting from this study is marked with an *.

EDPR's Code of Ethics has specific clauses against child or forced labor. The company did not identify any operation that could have a significant risk for incidents of child labor, forced and compulsory labor or indigenous rights.
However, in 2015, EDPR carried out a study to characterize its Supply Chain, based on an analysis of the exposure to economic, social and environmental risks. This analysis was performed using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) methodology developed by PwC. For the ESCHER calculation routine PwC used EDP Group 2014 data related to suppliers.
The study allowed EDPR to determine the following results:
x ~0%* EDPR's direct suppliers identified as having significant risk for incidents of child labor.
Note: Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. This study is still representative of EDPR reality and companies in the sector perform these studies every 2/3 years. Data presented in this chapter resulting from this study is marked with an *.
For further information about the Code of Ethics and the Ethics Channel please visit the Section 5 Corporate Governance, C.II. Reporting Of Irregularities or visit the ethics information on the corporate governance section, in the website, www.edpr.com.
EDPR's Code of Ethics has specific clauses against child or forced labor. The company did not identify any operation that could have a significant risk for incidents of forced and compulsory labor or indigenous rights.
However, in 2015, EDPR carried out a study to characterize its Supply Chain, based on an analysis of the exposure to economic, social and environmental risks. This analysis was performed using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) methodology developed by PwC.
For the ESCHER calculation routine PwC used EDP Group 2014 data related to suppliers.
The study allowed EDPR to determine the following results:
x ~0%* EDPR's direct suppliers identified as having significant risk for incidents of forced or compulsory labor.
Note: Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. This study is still representative of EDPR reality and companies in the sector perform these studies every 2/3 years. Data presented in this chapter resulting from this study is marked with an *.
For further information about the Code of Ethics and the Ethics Channel please visit the Section 5 Corporate Governance, C.II. Reporting Of Irregularities or visit the ethics information on the corporate governance section, in the website, www.edpr.com.
EDPR did not identify any operation that could have a significant risk for incidents with indigenous rights.
EDPR has renewable plants in operation in 11 countries and is present in 12 countries, all of which are within the scope of the Code of Ethics premises and regulation.
There is a strong commitment by the Company in relation to the dissemination and promotion of compliance with the Code of Ethics, which includes a Human Rights section.
The Code of Ethics has been widely circulated among employees of the Group through internal communications mechanisms, individual shipments, delivery to new employees, and intranet publishing. The Code of Ethics is also attached to the labour agreements of the new hires to their written acknowledgement when they join the Company. Likewise, in the Welcome Presentation organized every year for the new hires of EDPR, it is also explained the main contents of these documents, as well as the Ethics Channel existence and functioning. This information is also published on the Intranet and website of the Company.
Additionally, from March to December 2016, EDP offered an online Ethics training ("Ética EDP") available to all employees of both Europe/Brazil and North America platforms. This course achieved a major participation of around 900 EDPR employees. This type of training will be performed periodically.
EDPR has a Code of Ethics that contains specific clauses for the respect for human rights. The Procurement Manual also includes a chapter to put the UN Global Compact principles into practice.

EDPR is aware of the impact that the activity has in the local communities where it develops wind farms and how it can maximize those potential benefits for the company and the inhabitants of the surrounding areas through an open communication with the stakeholders. Therefore, the company knows the importance of having a relationship of trust and collaboration with the communities where it has presence from the very initial stages of its projects. Usually, this relationship is encouraged by organizing some informative sessions, through open dialogs with these communities in order to explain the benefits of wind energy. EDPR also organizes volunteering and sport activities to promote a sustainable development of the society. Its business generates further indirect positive impacts in the areas where the company is present through local hiring and procurement and also by the development of infrastructures and the payment of taxes and rents.
Wind farm energy is a long lasting economic development driver for the municipalities where it is present. EDPR performance of studies assessing the impact on the environment and the community before the construction, these studies include the most significant issues for the affected areas such as emissions, wastes, changes to land use, changes in landscape, health and safety impacts, affected economic activities, impacts on infrastructure, existence of historical and cultural heritage, presence of indigenous communities, and the need to displace local populations.
During operation, grievance mechanisms are also available to ensure that suggestions or complaints are properly recorded and addressed. This allows us not only to solve the complaints but to introduce improvements in all processes. A good example is the way EDPR handles the complaints related to possible interferences with TV signal. A procedure was settled involving the town halls to facilitate and speed up the collection of these complaints as soon as they arise, a proper analysis and communication with the plaintiff and a fast-satisfactory resolution.
EDPR has different programs in place to assess and manage the impact on communities, and to maximize the shared value of the company's projects.
EDPR is governed by a strong sense of ethics and requires that its suppliers do not have conflicts with EDPR ethical standards. In this way, the acceptance of alignment with the spirit of EDPR's Code of Ethics is required. As part of a supplier qualification process the supplier shall provide a written declaration of acceptance of the principles established in EDPR's Code of Ethics.
Additionally, the EDP Group and EDPR, has a Procurement Manual, which includes a chapter that guides each Purchasing Department to put sustainability principles into practice. Therefore, when procuring and contracting goods and services EDPR appeals to all reasonable endeavors so that selected suppliers accept to comply with the UN Global Compact's ten principles in the areas of human rights, labor, the environment and anti-corruption. Procedures to guarantee this accomplishment are defined.
100% of the EDPR critical suppliers (defined as per EDP formal corporate standard methodology) are aligned with Global Compact criteria and EDPR's Code of Ethics.
In 2015, EDPR carried out a study to characterize its Supply Chain, based on an analysis of the exposure to economic, social and environmental risks. This analysis was performed using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) methodology developed by PwC. For the ESCHER calculation routine PwC used EDP Group 2014 data related to suppliers.
The study allowed EDPR to determine the following results:
Through this study, EDPR aims to identify areas where should focus its improvement activities in order to significantly reduce its exposure to risk and optimize impacts.
Moreover, in terms of Health & Safety, in 2017, 88% of EDPR's critical suppliers (as defined as per EDP formal corporate standard methodology) had an Occupation Health & Safety System (OHS) in place. EDPR completed 1,681 hours of training on OHS to its suppliers, involving 71 companies and 2,020 workers. Additionally, EDPR audited 73 contractors companies , regarding OH&S issues.
Note: Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. This study is still representative of EDPR reality and companies in the sector perform these studies every 2/3 years. Data presented in this chapter resulting from this study is marked with an *.
EDPR made no contributions to political parties in 2017.
During 2017, the company received a total penalty of €400,244 , mainly tax-related.

For additional information related to Social topics, please refer to Organization structure, Employees, Communities, Suppliers and Safety first Sections.
THE LIVING ENERGY BOOK
This is the seventh year EDPR publishes an integrated report describing the company's performance, with respect to the three pillars of sustainability: economic, environmental and social.
Information is presented according Global Reporting Initiative (GRI) Standard 101 Foundation guidelines for Sustainability Reporting and provides also information on the additional electricity sector supplement indicators directly related to the company business, which is the power generation from renewable sources, basically wind.
A full GRI Standards Content Index for the report can be found in the website www.edpr.com.
Global Compact is an initiative of the United Nations launched in 2000 that defines guideline directives for businesses that opt to contribute to sustainable development. EDPR has become signatory of this initiative and is committed to put these principles into practice, informing society of the progress it has achieved.
In addition, the company has a Code of Ethics that contains specific clauses on the respect for human rights. In compliance with the Code, EDPR expresses its total opposition to forced or compulsory labor and recognizes that human rights should be considered fundamental and universal, based on conventions, treaties and international initiatives like the United Nations Universal Declaration of Human Rights, the International Labor Organization and the Global Compact. EDPR's Procurement Manual also includes a chapter that guides each Purchasing Department to put these principles into practice, so, when procuring and contracting goods and services, EDPR appeals to all reasonable endeavors so that selected suppliers accept to comply with the UN Global Compact's ten principles in the areas of human rights, labor, environment and anti-corruption.
To learn more about the UN Global Compact, please visit www.unglobalcompact.org.
The GRI Standards are the first global standards for sustainability reporting, representing the global best practice for reporting on a range of economic, environmental and social impacts. A company's adherence to this initiative means that it concurs with the concept and practices of sustainability. This Annual Report has been prepared in accordance with the GRI Standards in its Core option, and these Standards have been independently assured according to ISAE 3000 by KPMG.
To learn more about the GRI guidelines, please visit www.globalreporting.org
This report includes the relevant information for the company's stakeholders, as derived from the materiality studies performed.
The concerns and the feedback received from the stakeholders were taken into account during the report's creation. For additional information about the stakeholders, please refer to The Company and Stakeholders Section or visit its website.
This report is placed in the context of the company strategy to contribute to the sustainable development of society, whenever possible.
Unless otherwise stated, this report covers all the company's subsidiaries and is presented in a balanced and objective perspective.
COMPARABILITY AND RELIABILITY The information presented follows the GRI guidelines aim to make information comparable, traceable, accurate and reliable.
The information presented in this report relates to FY2017. EDPR is committed to report sustainability information at least once a year. Additionally, sustainability information is reported in market reports.




| Structure, Organziation and Colporate | |
|---|---|
| Governance | |
| A. Shareholders Structure | 7 |
| B. Corporate Boards and Committees | 10 |
| C. Internal Organization | 29 |
| D. Remuneration | 47 |
| E. Related-Party Transactions | ਟੇਪੈ |
| PART II - Corporate Governance | |
| Assessment | 59 |
| Annex - Professional Qualifications and | |
| Biographies of the Members of the | 64 |



EDP Renováveis, S.A. (hereinafter referred to as "EDP Renováveis", "EDPR" or the "Company") total share capital is, since its initial public offering (IPO) in June 2008, EUR 4,361,540,810 consisting of issued and fully paid 872,308,162 shares with nominal value of EUR 5.00 each. All the shares are part of a single class and series and are admitted to trading on the Euronext Lisbon regulated market.
Codes and tickers of EDP Renováveis SA share:
ISIN: ES0127797019
LEI: 529900MUFAH07Q1TAX06
Bloomberg Ticker (Euronext Lisbon): EDPR PL
Reuters RIC: EDPR.LS
EDPR main shareholder is EDP – Energias de Portugal, S.A., through EDP – Energias de Portugal, S.A. Sucursal en España (hereinafter referred as "EDP"), with 82.6% of share capital and voting rights. Excluding EDP, EDPR shareholders comprise more than 33,500 institutional and private investors spread across 21 countries with main focus in the United States and United Kingdom.
Institutional Investors represent 99% of Company shareholders (ex-EDP Group), mainly investment funds and socially responsible investors ("SRI"), while Private Investors, mostly Portuguese, stand for 1%.
For further information about EDPR shareholder structure please see chapter 1.3 Organization.
EDPR's Articles of Association have no restrictions on the transferability of shares.
EDPR does not hold own shares.
EDPR has not adopted any measures designed to prevent successful takeover bids.
The Company has taken no defensive measures for cases of a change in control in its shareholder structure.
EDPR has not entered into any agreements subject to the condition of a change in control of the Company, other than in accordance with normal practice. In the case of financing of certain wind farm projects, lenders have the right to approve change in control at the borrower if the later ceased to be controlled, directly or indirectly, by EDPR. In the case of guarantees provided by EDP Group companies, if EDP, directly or indirectly ceases to have the majority of EDPR then EDP is no longer obliged to provide such services or guarantees. The relevant subsidiaries will be obliged to provide for the cancellation or replacement of all outstanding guarantees within approximately sixty (60) days of the change of control event.
In the cases of intra-group services agreements and according to the Framework Agreement signed between EDP Renováveis S.A. and EDP Energias de Portugal S.A., the contracts will maintain their full force as long as (i) EDP maintains its share capital above 50% or the right to exercise directly or indirectly more than 50% of voting rights on EDPR's share capital or (ii) even if the share capital of EDP or its voting rights are below 50%, but more than half of the Members of the Board or of EDPR's Executive Committee are elected through an EDP proposal.
EDPR does not have a system for the renewal or withdrawal of counter measures particularly to provide for the restriction on the number of votes capable of being held or exercised by only one shareholder individually or together with other shareholders.
The Company is not aware of any shareholders' agreement that may result in restrictions on the transfer of securities or voting rights.
Qualifying holdings in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholder's ownerships. Pursuant to the Article 125, of the Spanish Securities Market Law ("Ley de Mercado de Valores") EDPR is providing the following information on qualifying holdings and their voting rights as of December 31st 2017.
As of December 31st 2017, the following qualified holdings were identified:
| SHAREHOLDER | # SHARES | % CAPITAL | % VOTING RIGHTS |
|---|---|---|---|
| EDP – Energias de Portugal, S.A. – Sucursal en España |
720,191,372 | 82.6% | 82.6% |
| EDP detains 82.6% of EDPR capital and voting rights, through EDP – Energias de Portugal, S.A. – Sucursal en España. | |||
| MFS Investment Management | 27,149,038 | 3.1% | 3.1% |
| MFS Investment Management is an American based active and global asset manager. In September 24th 2013, MFS Investment Management reported to Comisión Nacional del Mercado de Valores (CNMV) its indirect qualified position as collective investment institution. |
|||
| Total Qualified Holdings | 747,340,410 | 85.7% | 85.7% |
As of December 31st 2017, EDPR's shareholder structure consisted of a total qualified shareholding of 85.7%, with EDP and MFS Investment Management detaining 82.6% and 3.1% of EDPR capital respectively.
The Members of the Board of Directors of the Company and it delegated Committees, do not own directly or indirectly any shares from EDPR as of December 31st 2017. The last share transactions made by EDPR's Board Members were reported in August 2017 to the regulatory and supervisory entities (CMVM – Comissão de Mercado de Valores Mobiliários – in Portugal and CNMV – Comisión Nacional del Mercado de Valores – in Spain) following EDP's General and Voluntary Public Tender Offer for the acquisition of the shares issued by EDPR.
The Board of Directors is vested with the broad-ranging powers of administration, management, and governance of the Company, with no other limitations besides the powers expressly assigned to the General Shareholders' Meetings in the Company's Articles of Association (specifically in article 13) or in the applicable law. Within this context, the Board is empowered to:
As of April 9th 2015, the General Shareholders' Meeting approved the delegation to the Board of Directors of the power to issue in one or more occasions both:
As part of such delegation, the General Shareholder's Meeting delegated into the Board of Directors the power to increase the share capital up to the necessary amount to execute the power above. Additionally, it was also approved to authorize the Board of Directors for the acquisition of own shares by the Company and/or the affiliate companies. These delegations may be exercised by the Board of Directors within a period of five (5) years since the proposal was approved, and within the limits provided under the law and the By-Laws.
The General Shareholders' Meeting may also delegate to the Board of Directors the power to implement an adopted decision to increase the share capital, indicating the date or dates of its implementation and establishing any other conditions that were not specified by the General Shareholders' Meeting. The Board of Directors may use this delegation wholly or partially, and may also decide not to perform it in accordance with the situation and conditions of the Company, the market, or any particularly relevant events or circumstances that justify such decision. of which the General Shareholders' Meeting must be informed at the end of the time limit or limits for adopting and performing the decision.
Information on any significant business relationships between the holders of qualifying holdings and the Company is described on topic 90 of this Report.
The Members of the Board of the General Shareholders' Meeting are its Chairman, the Chairman of the Board of Directors or his substitute, the other Directors and the Secretary of the Board of Directors.
The Chairman of the General Shareholders' Meeting is José António de Melo Pinto Ribeiro, who was elected on the General Meeting of April 8th, 2014, for a three-year (3) term; and re-elected on the General Shareholders' Meeting held on April 6th,2017 for an additional three-year (3) term.
The Chairman of the Board of Directors is António Mexia, who was re-elected for a three-year (3) term on the General Shareholders' Meeting held in April 9th, 2015.
The Secretary of the Board of Directors is Emilio García-Conde Noriega who is also the Secretary of the General Shareholders' Meeting, and was appointed as Secretary of the Board of Directors on December 4th 2007. The Secretary of the Board of Directors' mandate does not have an end of term date according to the Spanish Companies Law since he is a non-Member of the Board.
The Chairman of the General Shareholders' Meeting of EDPR has at his disposal, the necessary human and logistical resources required for the performance of his duties. Therefore, in addition to the resources provided by the Company's General Secretary, the Company hires a specialized entity to give support to the meeting and to collect, process and count the votes submitted by the shareholders on each General Shareholders' Meeting.
Each share entitles its holder to one vote. EDPR's Articles of Association have no restrictions regarding voting rights.
EDPR's Articles of Association have no reference to a maximum percentage of voting rights that may be exercised by a single shareholder or by shareholders that are in any relationship. All shareholders, regardless the number of shares owned, may attend to the General Shareholders' Meeting and request the information or explanations that they consider relevant regarding the matters included in the Agenda of the convened meeting, and are entitled as shareholders of the Company, to take part in its deliberations and to participate in its voting process.
In order to exercise their right to attend, the Company informs in the related Notice and Shareholders' Guide of each General Shareholders' Meeting, that the shareholders must have the ownership of their shares duly registered in the Book Entry Account at least five (5) days prior to the date of the General Shareholders' Meeting.
Any shareholder may be represented at the General Shareholders' Meeting by a third party, even if such representative is not a shareholder, by means of a revocable Power of Attorney. The Board of Directors may require shareholders' Power of Attorney to be in the Company's possession at least two (2) days in advance, indicating the name of the representative.
These Powers of Attorney shall be granted specifically for each General Shareholders' Meeting and can be evidenced, in writing or by remote means of communication, such as mail or post.
Shareholders may vote on the topics included on the Meeting's Agenda, in person (or by means of the corresponding representative) at the meeting, by ordinary mail or by electronic communication. Remote votes can be revoked subsequently by the same means used to cast them, always within the deadlines established for that purpose; or by personal attendance to the General Shareholders' Meeting of the shareholder who casted the vote to his/her representative.
The Board of Directors approves a Shareholder's Guide for each General Shareholders' Meeting, detailing mail and electronic communication voting forms among other matters. This Guide is available at the Company's website (www.edprenovaveis.com).
Votes by post shall be sent in writing to the place indicated on the Notice of the meeting, accompanied by the documentation indicated in the Shareholder's Guide. In order to vote by electronic means, the shareholders who requested it, will receive a password in accordance with the deadlines and form established in the Notice of the General Shareholders' Meeting.
Pursuant to the terms of article 15 of the Articles of Association, both electronic and mail-in votes must be received by the Company before midnight (24.00 hours) of the day before the scheduled meeting date of first call.
According to EDPR's Articles of Association and as established in the law, both ordinary and extraordinary General Shareholders' Meetings are validly constituted when first called if the shareholders, either present or represented, jointly reach at least twenty-five percent (25%) of the subscribed voting capital. On second call, the General Shareholders' Meeting will be validly constituted regardless of the amount of the capital present or represented.
To validly approve the issuance of bonds, the increase or reduction of capital, the transformation, global assignment of assets and liabilities, merger or spin-off of the Company, the transfer of the Registered Office abroad, the elimination or limitation of pre-emptive rights of new shares and in general, any necessary amendment to the Articles of Association,
in the Ordinary or Extraordinary Shareholders' Meeting, it is required that on first call, the Shareholders, either present or represented, reach at least fifty percent (50%) of the subscribed voting capital and, on second call, at least twentyfive percent (25%) of the subscribed voting capital.
In relation to the quorum required to validly approve these matters, in accordance with the Law and the Articles of Association, when the shareholders attending represent more than fifty percent (50%) of the subscribed voting capital, the above mentioned resolutions will be validly adopted by absolute majority, and in the case the shareholders attending represent between the twenty-five percent (25%) and the fifty percent (50%) - but without reaching it - the favourable vote of the two-thirds (2/3) of the present or represented capital in the General Shareholders' Meeting will be required to approve these resolutions.
EDPR has not established any mechanism that may intend to cause mismatching between the rights to receive dividends or the subscription of new securities and the voting right of each common share and has not adopted mechanisms that hinder the passing of resolutions by shareholders, including fixing a quorum for resolutions greater than that provided by the law.
EDPR is a Spanish Company listed in a regulated stock exchange in Portugal. The corporate organization of EDPR is subject to its personal law and to the extent possible, to the recommendations contained in the Portuguese Corporate Governance Code, ("Código de Governo das Sociedades") approved by the Comissão do Mercado de Valores Mobiliários ("CMVM" - Portuguese Securities Market Commission) in July 2013. This governance code is available at CMVM website (www.cmvm.pt).
The organization and functioning of EDPR corporate governance model aims to achieve the highest standards of corporate governance, business conduct and ethics referenced on the best national and international practices.
EDPR has adopted the governance structure currently applicable in Spain. It comprises a General Shareholders' Meeting and a Board of Directors that represents and manages the Company.
As contemplated in the law and in its Articles of Association, the Company's Board of Directors has set up four committees. These are the Executive Committee, the Audit and Control Committee, the Nominations and Remunerations Committee and the Related-Party Transactions Committee.
In order to ensure a better understanding of EDPR corporate governance by its shareholders, the Company publishes its updated Articles of Association as well as its Committees Regulations at its website (www.edprenovaveis.com).
The governance model of EDPR was designed to ensure the transparent and meticulous separation of duties and the specialization of supervision. EDPR performs the management and supervision activities os the Company though the following governing bodies:
The purpose of the choice of this model is, to the extent possible, to adapt the Company's corporate governance structure to the Portuguese legislation. The governance model adopted by EDPR therefore seeks, as far as it is compatible with its personal law, to correspond to the so-called "Anglo-Saxon" model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility of an Audit and Control Committee.
The experience of institutional operating indicates that the governance model approved by EDPR shareholders, and adopted in EDPR, is appropriate to the corporate organization of its activity, especially because it affords transparency and a healthy balance between the management functions of the Executive Committee, the supervisory functions of the Audit and Control Committee and oversight by different Board of Directors special committees.
The institutional and functional relationship between the Executive Committee, the Audit and Control Committee and the other Non-Executive members of the Board of Directors has been of internal harmony conductive to the development of the Company's business.
According to Article 29.5 of the Company's Articles of Association, the Nominations and Remunerations Committee is empowered by the Board of Directors to advise and inform the Board regarding the appointments (including by cooption), re-elections, removals and remuneration and duties of the Board Members, as well as the composition of the several Committees of the Board. The Committee also advises on the appointment, remuneration and dismissal of top management officers. The Committee proposes the appointment and re-election of the Directors and of the composition the Committees by presenting a proposal with the names of the candidates that considers to have the best qualities to fulfil the role of Board Member.
Following the best Corporate Governance practices, in 2016 EDPR analyzed and discussed about the possible criteria applicable in the selection of the new members of its Governing Bodies. As a conclusion, within others, it was agreed to take into account the following: the education, experience in the energy sector, integrity and independence, having a proven expertise and the diversity that such candidate may provide to the related body. Based on this, the Board of Directors would submit a proposal to the General Shareholders' Meeting which should be approved by majority, for an appointment for an initial period of three (3) years. These members may be re-elected once or more times for further periods of three (3) years. For more information about the composition of the Board of Directors please check the Sustainability chapter at its topic GRI 405-1, and the Annex of this report which includes the curricular details of its Members.
Pursuant to Articles 23 of the Articles of Association and 243 of the Spanish Companies Law, shareholders may group their shares until constituting an amount of capital equal or higher than the result of dividing the company's capital by the number of Members of the Board, to be entitled to appoint a number of Directors equal to the result of the fraction using only whole amounts. Those shareholders making use of this power, cannot intervene in the nomination of the other members of the Board of Directors.
In case of a vacancy, pursuant to the Articles of Association and the Spanish Companies Law, the Board of Directors may co-opt a new Board Member, who will occupy the position until the next General Shareholders' Meeting, to which a proposal will be submitted for the ratification of such appointment by co-option. Pursuant to the Spanish Companies Law, the co-option of Directors must be approved by absolute majority of the Directors at the meeting.
Pursuant to Articles 20 and 21 of the Company's Articles of Association, the Board of Directors shall consist of no less than five (5) and no more than seventeen (17) Directors. The term of office shall be of three (3) years, and may be reelected once or more times for equal periods.
The number of Board Members was established in seventeen (17) members according to the decision of the General Shareholders' Meeting held on June 21st 2011. As of December 31st, 2017, the members of the Board of Directors are:
| BOARD MEMBER | POSITION | DATE OF FIRST APPOINTMENT |
DATE OF RE-ELECTION |
END OF TERM |
|---|---|---|---|---|
| António Mexia | Chairman | 18/03/2008 | 09/04/2015 | 09/04/2018 |
| João Manso Neto | Vice-Chairman, CEO | 18/03/2008 | 09/04/2015 | 09/04/2018 |
| João Paulo Costeira | Director | 21/06/2011 | 09/04/2015 | 09/04/2018 |
| Duarte Bello* | Director | 26/09/2017 | - | Until the next General Shareholders' Meeting |
| Miguel Ángel Prado* | Director | 26/09/2017 | - | Until the next General Shareholders' Meeting |
| Nuno Alves | Director | 18/03/2008 | 09/04/2015 | 09/04/2018 |
| João Lopes Raimundo | Director | 04/06/2008 | 09/04/2015 | 09/04/2018 |
| João Manuel de Mello Franco | Director | 04/06/2008 | 09/04/2015 | 09/04/2018 |
| Jorge Santos | Director | 04/06/2008 | 09/04/2015 | 09/04/2018 |
| Manuel Menéndez Menéndez | Director | 04/06/2008 | 09/04/2015 | 09/04/2018 |
| Gilles August | Director | 14/04/2009 | 09/04/2015 | 09/04/2018 |
| Acácio Piloto | Director | 26/02/2013 | 09/04/2015 | 09/04/2018 |
| António Nogueira Leite | Director | 26/02/2013 | 09/04/2015 | 09/04/2018 |
| José Ferreira Machado | Director | 26/02/2013 | 09/04/2015 | 09/04/2018 |
| Allan J. Katz | Director | 09/04/2015 | - | 09/04/2018 |
| Francisca Guedes De Oliveira | Director | 09/04/2015 | - | 09/04/2018 |
| Francisco Seixas da Costa | Director | 14/04/2016 | - | 14/04/2019 |
*In 2017, Miguel Dias Amaro and Gabriel Alonso resigned from their positions as members of the Board of Directors, and in order to cover these vacancies, in accordance with the proposals submitted by the Nominations and Remunerations Committee, the Board of Directors agreed in its meeting held on September 26th, 2017 to appoint by co-option Duarte Bello and Miguel Ángel Prado as Members of the Board of Directors of EDPR and its Executive Committee. The term of these co-options will be in full force until the next General Shareholders' Meeting, to which a proposal of ratification will be submitted according to the terms explained in the topic 16 above.
EDPR's Articles of Association, which are available at Company's website (www.edprenovaveis.com), contain the rules on independence for the fulfilment of duties in any body of the Company. The independence of the Directors is evaluated according to the Company's personal law, the Spanish law.
Despite the applicable CMVM recommendations do not specifically require a minimum of independent members within the Board of Directors, and only recommends to take into account some criteria as the adopted governance model, the size of the Company, its shareholder structure and the relevant free float; article 12 of EDPR's Board of Directors regulations requires that at least a twenty-five percent (25%) of the Members of the Board shall be independent. Likewise, Article 20.2 of EDPR's Articles of Association defines independent members of the Board of Directors as those who are able to perform their duties without being limited by relations with the Company, its significant Shareholders, or its management officers and comply with the other legal requirements.
In addition, Article 23 of the Articles of Association refers to the incompatibilities with the position of Director of the Company, establishing that the following may not be Directors:
years - and were not emancipated, disqualified, competitors, convicted of certain offences, or that hold certain management positions.
The Chairman of EDPR's Board of Directors does not have executive duties.
In accordance with the law and pursuant the last amendment of Articles of Association, it has been established that a Non-Executive Directors can only be represented in the Board meetings by other Non-Executive Director. The following table includes the executive, non-executive and independent members of the Board of Directors. The independent members mentioned below meet the independence and compatibility criteria required by the law and the Articles of Association.
| BOARD MEMBER | POSITION | INDEPENDENT |
|---|---|---|
| António Mexia | Chairman and Non-Executive Director | - |
| João Manso Neto | Executive Vice-Chairman and Executive Director | - |
| João Paulo Costeira | Executive Director | - |
| Duarte Bello* | Executive Director | - |
| Miguel Ángel Prado* | Executive Director | - |
| Nuno Alves | Non-Executive Director | - |
| João Lopes Raimundo | Non-Executive Director | Yes |
| João Manuel de Mello Franco | Non-Executive Director | Yes |
| Jorge Santos | Non-Executive Director | Yes |
| Manuel Menéndez Menéndez | Non-Executive Director | - |
| Gilles August | Non-Executive Director | Yes |
| Acácio Piloto | Non-Executive Director | Yes |
| António Nogueira Leite | Non-Executive Director | Yes |
| José Ferreira Machado | Non-Executive Director | Yes |
| Allan J. Katz | Non-Executive Director | Yes |
| Francisca Guedes de Oliveira | Non-Executive Director | Yes |
| Francisco Seixas da Costa | Non- Executive Director | Yes |
*In 2017, Miguel Dias Amaro and Gabriel Alonso resigned from their positions as members of the Board of Directors, and in order to cover these vacancies, in accordance with the proposals submitted by the Nominations and Remunerations Committee, the Board of Directors agreed in its meeting held on September 26th, 2017 to appoint by co-option Duarte Bello and Miguel Ángel Prado as Members of the Board of Directors of EDPR and its Executive Committee.
The main positions held by the members of the Board of Directors in the last five (5) years, those that they currently hold, positions in Group and non-Group companies and other relevant curricular information details are available in the Annex of this Report.
Qualifying Shareholders in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholders' holdings. As of December 31st 2017, and as far as the Company was informed, there are no family or business relationships of Members of the Board of Directors with qualifying shareholders but only professional relationships due to the fact that some of the Members of EDPR's Board of Directors are currently Members of the Board of Directors in other companies belonging to the same group as EDP Energias de Portugal S.A., which are the following:
Or employees in other companies belonging to EDP's Group, which are the following:
According to the Spanish Law and Spanish companies' practices, the daily management of the business is guaranteed by a Chief Executive Officer who is empowered to ensure the day-to-day management of the Company. This type of organization is different from what occurs on the Portuguese companies in which a "Conselho de Administração Executivo" takes the assignment of areas of business and each Executive Director is responsible to and for an area of business.
In 2017, EDPR approved the new composition and areas of responsibility of the Executive Committee in order to address the challenges faced by the Company, namely the fulfilment of the Business Plan targets and the increased importance of Offshore Wind business. As part of these organizational restructuration, it was agreed to appoint João Paulo Costeira as the Chief Operating Officer Offshore ("COO Offshore") and Chief Development Officer ("CDO") of EDPR.
Likewise, the Board of Directors approved the proposal from the Nominations and Remunerations Committee for the appointment of both Duarte Bello and Miguel Ángel Prado as Members of EDPR's Board of Directors and of its Executive Committee, and for their appointments as Joint Directors and as Chief Operating Officer of Europe & Brazil and Chief Operating Officer of North America respectively. Given such approvals, as of 31st December 2017, EDPR Executive Committee is composed by the following members, who are also Joint Directors:


EDPR's Board of Directors Regulations is available at Company's website (www.edprenovaveis.com), and at Company's headquarters at Plaza de la Gesta, 2, Oviedo, Spain.
According to the Law and its Articles of Association, EDPR's Board of Directors meetings take place at least once every quarter. During the year ending on December 31st 2017, the Board of Directors held eight (8) meetings. Minutes of all meetings were drawn. The table below expresses the attendance percentage of the participation of the Directors to the meetings held during 2017:
| BOARD MEMBER | POSITION | ATTENDANCE* |
|---|---|---|
| António Mexia | Chairman and Non-Executive | 75% |
| João Manso Neto | Executive Vice-Chairman and CEO | 100% |
| João Paulo Costeira | Executive | 75% |
| Duarte Bello* | Executive | 100% |
| Miguel Ángel Prado* | Executive | 100% |
| Nuno Alves | Non-Executive | 50% |
| João Lopes Raimundo | Non-Executive and Independent | 100% |
| João Manuel de Mello Franco | Non-Executive and Independent | 100% |
| Jorge Santos | Non-Executive and Independent | 100% |
| Manuel Menéndez Menéndez | Non-Executive | 75% |
| Gilles August | Non-Executive and Independent | 62.5% |
| Acácio Piloto | Non-Executive and Independent | 100% |
| António Nogueira Leite | Non-Executive and Independent | 100% |
| José Ferreira Machado | Non-Executive and Independent | 100% |
| Allan J. Katz | Non-Executive and Independent | 75% |
| Francisca Guedes de Oliveira | Non-Executive and Independent | 100% |
| Francisco Seixas da Costa | Non- Executive and Independent | 100% |
*The percentage reflects the meetings attended by the Members of the Board, provided that Duarte Bello and Miguel Ángel Prado joined the Board on September 26th 2017, and therefore, the percentage expressed is calculated over the meetings celebrated since then.
The Nominations and Remunerations Committee is the body responsible for the evaluation of the performance of the Executive Directors. According to Article 249 bis of the Spanish Companies Law, the Board of Directors supervises the effective functioning of its Committees as well as the performance of the delegated bodies and Directors designated.
The criteria for assessing the Executive Directors' performance are described on topics 70, 71 and 72 of this Report.
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The members of Board of Directors of EDPR are fully available for the performance of their duties having no constraints for the execution of this function simultaneously with other positions. The positions held at the same time in other companies within and outside the group, and other relevant activities undertaken by members of the Board of Directors throughout the financial year are listed in the Annex of this report.
Pursuant to Article 10 of the Company's Articles of Association, the Board of Directors may have delegated bodies. The Board of Directors has set up four Committees:
With the exception of the Executive Committee, all Committees are composed of independent members. The regulations of EDPR Board of Directors' Committees are available at the Company's website (www.edprenovaveis.com).
Pursuant to Article 27 of the Company's Articles of Association, the Executive Committee shall consist of no less than four (4) and no more than seven (7) Directors.
Its constitution, the nomination of its members and the extension of the powers delegated must be approved by twothirds (2/3) of the members of the Board of Directors.
In its meeting held on September 26th 2017, the Board of Directors acknowledged the resignation of Gabriel Alonso and Miguel Dias Amaro from their positions as members of the Board and Executive Committee, and thus the Board agreed to appoint by cooption of both Duarte Bello and Miguel Ángel Prado as members of EDPR Board of Directors, of its Executive Committee and Joint Directors. Given such approvals, as of December 31st 2017, EDPR Executive Committee is composed by the following members, who are also Joint Directors:
Additionally, Emilio García-Conde Noriega is the Secretary of the Executive Committee.
In addition to the Articles of Association, this committee is also governed by its regulations approved on June 4th 2008 and last amended on November 2nd 2016. The committee regulations are available at the Company's website (www.edprenovaveis.com).
In order to adopt the best practices of Corporate Governance and with the aim of promoting the transparency in the management of the Company, the regulations of this committee include within the list of non - delegable matters of the Board of Directors a clarification on the definition of the matters that should be considered as strategic matters based on economical, risk or special features criteria.
The Executive Committee shall meet at least once a month and whenever is deemed appropriate by its Chairman, who may also suspend or postpone meetings when he sees fit. The Executive Committee shall also meet when requested by at least two (2) of its members.
The Chairman of the Executive Committee, who is currently also the Vice-Chairman of the Board of Directors, submits to the Chairman of the Audit and Control Committee and to the rest of the members of the Board, the convening notices and minutes of the meetings of this Committee.
Meetings of the Executive Committee are valid if half of its members plus one are present or represented. Decisions shall be adopted by majority. In the event of a tie, the Chairman shall have the casting vote.
Executive Directors shall provide any clarifications needed by the other Directors or corporate bodies whenever requested to do so.
The composition of the Executive Committee is described on the previous topic.
The Executive Committee is a permanent body to which all the competences of the Board of Directors that are delegable under the law and the Articles of Association can be assigned. The non-delegable competences are the following:
x Definition of the Company's general policies and strategies. In any case, the following transactions individually considered, shall be subject to the prior approval of the Board of Directors, or its ratification in cases of justified urgency:
x Other business activity or transactions, including expansion investments, with a significant strategic relevance or with an economic value higher than seventy-five million Euros (EUR 75,000,000) and not included in the budget approved by the Board of Directors; or
In 2017 the Executive Committee held 50 meetings. The Executive Committee's main activity is the daily management of the Company.
Pursuant to Article 28 of the Company's Articles of Association and Article 9 of the Committee's Regulations, the Audit and Control Committee consists of no less than three (3) and no more than five (5) members.
According to Article 28.5 of the Articles of Association the term of office of the Chairman of the Audit and Control Committee is a maximum of six (6) years. Jorge dos Santos was first elected on April 8th, 2014 for the position of Chairman of the Audit and Control Committee, following the opinion presented by the Nominations and Remuneration Committee.
The Audit and Control Committee consists of three (3) independent members, plus the Secretary. As of December 31st 2017, the members of the Audit and Control Committee are:
Additionally, Mr. Emilio García-Conde Noriega is the Secretary of the Audit and Control Committee.
The competences of the Audit and Control Committee are as follows:
x Proposing the appointment of the Company's auditors to the Board of Directors for subsequent approval by the General Shareholders' Meeting, as well as the contractual conditions, scope of the work – specially concerning audit services, "audit related" and "non-audit" – annual activity evaluation and revocation or renovation of the auditor appointments;
x Supervising the finance reporting and the functioning of the internal risk management and control systems, as well as, evaluating those systems and proposing the adequate adjustments according to the Company necessities;
In addition to the Articles of Association and the law, this Committee is governed by its regulations approved on June 4th 2008 and amended on May 4th 2010, which are available at the Company's website (www.edprenovaveis.com).
The committee shall meet at least once a quarter and additionally whenever its Chairman sees fit. This committee shall draft minutes of every meeting held and inform the Board of Directors of its decisions at the first Board meeting after each committee meeting.
Decisions shall be adopted by majority. The Chairman shall have the casting vote in the event of a tie.
In 2017 the Audit and Control Committee's activities included the following:
x Information about the contingencies affecting to the Group;
x Information about the proposal of application of results for the fiscal year ended on December 31st and the distribution of dividends;
The Audit and Control Committee found no constraints during its control and supervision activities.
The information regarding the meetings celebrated by this Committee and the attendance of its related members during the year 2017 is described at topic 35.
Pursuant to Article 29 of the Company's Articles of Association and Article 9 of its Regulations, the Nominations and Remunerations Committee shall consist of no less than three (3) and no more than six (6) members. At least one of its members must be independent and shall be the Chairman of the committee.
In accordance with Recommendation 52 of the Spanish Unified Code of Good Governance ("Código Unificado de Buen Gobierno") approved by the Board of CNMV on February 18th 2015, the Nominations and Remunerations Committee must be entirely constituted by Non-Executive Directors and being the majority of them independent. In compliance with this Recommendation, and to the extent possible, also with the recommendation indicated in chapter II.3.1 of the Portuguese Corporate Governance Code (as considering that in Spain this committee shall be entirely comprised by members of its Board of Directors), EDPR's Nominations and Remunerations Committee is entirely constituted by Non-Executive and independent members of its Board of Directors.
As of December 31st 2017, the Nominations and Remunerations Committee consists of four (4) independent members, plus the Secretary:
Additionally, Emilio García-Conde Noriega is the Secretary of the Nominations and Remunerations Committee.
None of the committee members are spouses or up to third degree relatives in direct line of the other members of the Board of Directors.
The committee members shall maintain their positions for as long as they are Company Directors. Nonetheless, the Board may decide to discharge members of the committee at any time and the members may resign said positions while remaining Company Directors.
The Nominations and Remunerations Committee is a permanent body belonging to the Board of Directors with an informative and consultative nature and its recommendations and reports are not binding.
The Nominations and Remunerations Committee has no executive functions. The main functions of the Nominations and Remunerations Committee are to assist and report to the Board of Directors about appointments (including by cooption), re-elections, removals, and the remuneration of the Board Members and its Officers, the composition of the Board delegated Committees, as well as the appointment, remuneration, and removal of executive staff. The
Nominations and Remunerations Committee shall also inform the Board of Directors on general remuneration and incentive policy and incentives for Board members and executive staff. These functions include the following:
In addition to the Articles of Association, the Nominations and Remunerations Committee is governed by its Regulations approved on June 4th 2008. The committee's regulations are available at the Company's website (www.edprenovaveis.com).
This committee shall meet at least once every quarter and also whenever its Chairman sees fit. This committee shall draft minutes of every meeting held and inform the Board of Directors of its decisions at the first Board meeting after each committee meeting. Decisions shall be adopted by majority. The Chairman shall have the deciding vote in the event of a tie.
In 2017 the Nominations and Remunerations Committee activities were:
Pursuant to Article 30 of the Articles of Association, the Board of Directors may set up other committees, such as the Related-Party Transactions Committee. This committee shall consist of no fewer than three (3) members the majority of whom must be independent. Currently, the Related-Party Transactions committee consists of three (3) independent members plus the Secretary.
Members of the Related-Party Transactions Committee shall be considered independent if they can perform their duties without being conditioned by their relations with EDPR, its majority shareholders or its Directors, and where appropriate, meet the other requirements of the applicable legislation.
As of December 31st, 2017, the members of this Committee are:
Additionally, Emilio García-Conde Noriega is the Secretary of the Related-Party Transactions Committee.
The committee members shall maintain their positions for as long as they are Company Directors. Nevertheless, the Board may decide to discharge members of the committee at any time and the members may resign these positions while, still remaining Company Directors.
The Related Party Transactions Committee is a permanent body belonging to the Board of Directors that performs the following duties, without prejudice, to others that the Board may assign to it:
In case the Related Party Transactions Committee does not ratify the commercial or legal relations between EDP or its related entities and EDP Renováveis and its related entities, as well as those related with Qualifying Holders other than EDP, Board Members, "Key Employees" and/or their relatives, such relations must be approved by 2/3 of the members
of the Board of Directors as long as half of the members proposed by entities different from EDP, including independent Directors, vote favourably, except when a majority of members expresses its approval prior to submitting the matter to the Related Party Transactions Committee for its approval.
The terms of the bullet points above shall not apply to transactions between EDP or its related entities and EDPR or its related entities carried out under standardized conditions, and are applied equally to different related entities of EDP and EDPR, even standardized price conditions.
In addition to the Articles of Association, the Related-Party Transactions Committee is governed by its regulations approved on June 4th 2008 and amended on February 28th 2012. The committee's regulations are available at the Company's website (www.edprenovaveis.com).
This committee shall draft minutes of every meeting held and inform the Board of Directors of decisions that it makes at the first Board meeting held after each committee meeting. Decisions shall be adopted by majority. The Chairman shall have the casting vote in the event of a tie.
In 2017, the Related Party Transactions Committee revised, approved and proposed to the Board of Directors the approval of all agreements and contracts between related parties submitted to its consideration.
Chapter E – I, topic 90, of this report includes a description of the fundamental aspects of the agreements and contracts between related parties.
EDPR's governance model, as long as it is compatible with its personal law (Spanish law), corresponds to the so-called "Anglo-Saxon" model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility of an Audit and Control Committee.
Composition of Audit and Control Committee is reflected on topic 29. The dates of first appointment as members of the Audit and Control Committee are the following:
| MEMBER | POSITION | FIRST APPOINTMENT DATE |
|---|---|---|
| Jorge Santos | Chairman | 03/05/2011 |
| João Manuel de Mello Franco | Vocal | 04/06/2008 |
| João Lopes Raimundo | Vocal | 11/04/2011 |
Information concerning the independence of the members of the Audit and Control Committee is available on the chart of topic 18 of the report. As mentioned on the first paragraph of topic 18, the independence of the members of the Board and of its Committees is evaluated according to the Company's personal law, the Spanish law.
Professional qualifications of each member of the Audit and Control Committee and other important curricular information, are available in the Annex of this report.
The Audit and Control Committee regulations are available at the Company's website (www.edprenovaveis.com) and at the Company's Headquarters at Plaza de la Gesta, 2, Oviedo, Spain.
The Audit and Control Committee held eight (8) formal meetings and several follow up meetings along 2017.
On June 14th, 2017, Jorge Santos and João Melo Franco attended the meeting of the Risk Committee were it was discussed the report about the "US market basis risk & unwind of Brazilian regulated PPAs" and on June 29th, 2017, João Melo Franco also attended to the Directors meeting ("Encuentro de Consejeros") convened by the "Instituto de Auditores Internos de España" where there were discussed matters as the technical guidelines applicable to the Audit Committees of Public Interest Entities, cybersecurity for Directors or corporate criminal liability.
In 2017, Jorge Santos and João Melo Franco also met the Committee in charge of the Finance issues of EDP Group and KMPG to discuss the main conclusions about the Company results.
The table below shows the attendance percentage to the meetings of the Audit and Control Committee. During the year 2017 none of the members delegated their votes in other member.
| MEMBER | POSITION | ATTENDANCE |
|---|---|---|
| Jorge Santos | Chairman | 100% |
| João Manuel de Mello Franco | Vocal | 100% |
| João Lopes Raimundo | Vocal | 100% |
The members of the Audit and Control Committee are fully available for the performance of their duties having no constraints for the execution of this function simultaneously with positions in other companies. The positions held simultaneously in other companies inside and outside the Group and other relevant activities undertaken by members of this Committee throughout the financial year are listed in the Annex of this report.
In EDPR there is a policy of pre-approval by the Audit and Control Committee for the selection of the External Auditor and any related entity for non-audit services, according to Recommendation IV.2 of the Portuguese Corporate Governance Code. This policy was strictly followed during 2017.
The non–audit services provided by the External Auditor and entities in a holding relationship with or incorporated in the same network as the External Auditor were previously approved by the Audit and Control Committee according to Article 8.2, b) of its Regulations and upon review of each specific service, which considered the following aspects: (i) such services having no effect on the independence of the External Auditor and any safeguards used; and (ii) the position of the External Auditor in the provision of such services, notably the External Auditor's experience and knowledge of the Company.
Furthermore, although hiring services other than auditing services to the External Auditor is admissible, it is envisaged as an exception. In 2017 such services reached only around 14.5% of the total amount of services provided to the Company.
Apart from the competences expressly delegated on the Audit and Control Committee according to Article 8 of its Regulations and in order to safeguard the independence of the External Auditor, the following powers of the Audit and Control Committee were exercised during the 2017 financial year and should be highlighted:
Within this context, it should be particularly stressed that the External Auditor's independence was safeguarded by the implementation of the Company's policy for the pre-approval of the services to be hired to External Auditors (or any entity in a holding relationship with or incorporating the same network as the External Auditors), which results from the application of the rules issued by the European Union on this matter. According to such policy, the Audit and Control Committee makes an overall pre-approval of the services proposal made by the External Auditors and a specific preapproval of other services that will eventually be provided by the External Auditors, particularly, tax consultancy services and services other than "audit and audit related" services.
According to the Spanish law, the External Auditor ("Auditor de Cuentas") is appointed by the General Shareholders' Meeting and corresponds to the statutory auditor body ("Revisor Oficial de Contas") described on the Portuguese Law. Consequently, the information about the External Auditor is available on chapter V of the report, points 42 to 47.
EDPR's External Auditor is, since 2007, KPMG Auditores S.L., a Spanish Company whose partner in charge of accounts auditing is, currently and since January 2014, Estibaliz Bilbao. KPMG Auditores S.L. is registered at the Spanish Official Register of Auditors under number S0702 and with Tax Identification Number B-78510153.
KPMG Auditores S.L. is in charge of EDPR's accounts auditing, having been performing these duties during ten (10) consecutive years from the date EDPR became Public Interest Entity.
According to the personal Law of EDPR -the Spanish Law- amended in 2015, the maximum term for an auditing firm is established in a 10-year term from the date the company is declared as a "Public Interest Entity".
In the case of EDPR, this date is when the IPO was launched in 2008. On December 31st 2017, KPMG Auditores S.L. has ended its last consecutive year as EDPR's External Auditor from the date that it became Public Interest Entity. Consequently it is foreseen that the Company External Auditor will rotate at the next General Shareholders' Meeting.
The Audit and Control Committee is responsible for the evaluation of the External Auditor according to the competences granted by its Regulations. The evaluation of the Audit and Control Committee is made annually. The Audit and Control Committee acts as the company speaker for the relevant matters with the External Auditor and with whom establishes a permanent contact throughout the year to assure the conditions, including the independence, adequate to the services provided by them related to the auditing process, and receiving and maintaining information on any other questions regarding accounting subjects. In 2017, according to the Audit and Control Committee's competences and in line with Recommendation II.2.2, it was the first and direct recipient and the corporate body in charge of the permanent contact with the external auditor on matters that may pose a risk to their independence and any other matters related to the auditing of accounts. It also receives and stores information on any other matters provided for in legislation on audits and in auditing standards in effect at any time. The External Auditor within the scope of its duties, verified the implementation of the remuneration policies and systems of the corporate bodies as well as the efficiency and effectiveness of the internal control mechanisms and report any shortcomings to the supervisory body of the Company.
According to the rules described on topic 29 of this Report, in EDPR there is a policy of pre-approval by the Audit and Control Committee for the selection non-audit services according to Article 8.2, b) of the Audit and Control Committee Regulations.
During 2017 the non-audit services provided by the External Auditor for EDPR's business units consisted mostly on i) quarterly review of the Spanish and Portuguese companies' financial statements which is considered a non-audit service according to the respective local regulations; ii) review of the internal control system on financial reporting for the EDPR Group iii); review of the non-financial information related to sustainability included in the EDPR Group's annual report; and iv) agreed upon procedures requested by non-controlling interests and by financial institutions in order to obtain certified assurance over certain financial information.
KPMG was engaged to provide the above-mentioned services due to its in-depth knowledge of the Group's activities and processes. These engagements did not risk the independence of the External Auditor and were pre-approved by the Audit and Control Committee prior to rendering the services.
| TYPE OF SERVICES (€) | PORTUGAL | SPAIN | BRAZIL | US | OTHER | TOTAL | % |
|---|---|---|---|---|---|---|---|
| Statutory audit | 237,648 | 374,068 | 149,846 | 942,806 | 863,217 | 2,567,585 | 85% |
| Other audit related services | - | 10,915 | - | - | 4,427 | 15,342 | 0.5% |
| Total audit related services | 237,648 | 384,983 | 149,846 | 942,806 | 867,644 | 2,582,927 | 86% |
| Tax consultancy services | - | - | - | - | - | - | 0.0% |
| Other services un related to statutory auditing |
24,154 | 407,257 | - | 6,442 | - | 437,853 | 14.5% |
| Total non-audit related services | 24,154 | 407,257* | - | 6,442 | - | 437,853 | 14.5% |
| Total | 261,802 | 792,240 | 149,846 | 949,248 | 867,644 | 3,020,780 | 100% |
*This amount includes, between others, services that refer to the entire Group such as the review of the internal control system on financial reporting and review of the non-financial information related to sustainability included in the EDPR Group's annual report, which are invoiced to a Spanish company. Variation with respect to the previous year mainly refer to the mentioned review of the internal control system on financial reporting and to the quarterly review of the Spanish and Portuguese companies' financial statements which are considered non-audit services according to the respective local regulations.
Amendments to the Articles of Association of the Company are of the responsibility of the General Shareholders' Meeting who has the power to decide on this matter. According to Article 17 of the Company's Articles of Association ("Constitution of the General Shareholders' Meeting, Adoption of resolutions"), to validly approve any necessary amendment to the Articles of Association, the Ordinary or Extraordinary Shareholders' Meeting will need:
In the event that the shareholders attending represent more than fifty percent (50%) of the subscribed voting capital, the resolutions referred to in the present paragraph will be validly adopted when reached absolute majority. If the shareholders attending represent between twenty-five percent (25%) and fifty percent (50%) – but without reaching it – the favourable vote of two-thirds (2/3) of the present or represented capital in the General Shareholders' Meeting will be required in order to validly approve these resolutions.
EDPR has always carried out its activity by consistently implementing measures to ensure the good governance of its companies, including the prevention of incorrect practices, particularly in the areas of accounting and finance.
On this basis, EDPR provides the Group workers with a channel enabling them to report directly and confidentially to the Audit and Control Committee any practice presumed illicit or any alleged accounting and/or financial irregularity in their Company, in compliance with the provisions of CMVM Regulation no. 4/2013.
With this channel for reporting irregular accounting and financial practices, EDPR aims to:
Contact with the Company's Audit and Control Committee is only possible by email and post, and access to information received is restricted.
Any complaint addressed to the Audit and Control Committee will be kept strictly confidential and the whistle-blower will remain anonymous, provided that this does not prevent the investigation of the complaint. He/she will be assured that the Company will not take any retaliatory or disciplinary action as a result of exercising his/her right to blow the whistle on irregularities, provide information, or assist in an investigation. The process and functioning rules of this channel are explained in the Welcome Presentation organized every year for the new hires of EDPR and also published on the intranet and website of the Company.
The Secretary of the Audit and Control Committee receives all the communications and presents a quarterly report to the members of the Committee.
In 2017 there were no communications regarding any irregularity at EDPR.
EDPR has a Code of Ethics published on its intranet and its website, which includes principles like transparency, honesty, integrity, non-discrimination, equal opportunity, and sustainability.
The Code of Ethics has been widely circulated among employees of the Group through internal communications mechanisms, individual shipments, delivery to new employees, and intranet publishing. The Code of Ethics is also attached to the labour agreements of the new hires to their written acknowledgement when they join the Company. Likewise, in the Welcome Presentation organized every year for the new hires of EDPR, they are explained the main contents of this document and its bylaws, as well as the Ethics Channel existence and functioning.
There is a strong commitment by the Company in relation to the dissemination and promotion of compliance with the Code available to all employees through training, questionnaires, and open discussions of the findings. To this extent, from March to December 2016, EDP offered an online Ethics training ("Ética EDP") available to all employees of both Europe/Brazil and North America platforms. This course achieved a major participation of around 900 EDPR employees. This type of training will be performed periodically.
There is also an Ethics Channel and Ethics Regulation to articulate any specific claims of the Code of Ethics and to resolve doubts on all matters relating to the Code of Ethics.
Communications regarding possible breaches of the Code of Ethics are sent to the Ethics Ombudsman, who performs a first analysis, forwarding its conclusions to the Ethics Committee of EDPR, which receives, records, processes, and reports it to the Board of Directors.
In 2017 there was one (1) communication to the Ethics Ombudsman through the Ethics Channel. However, it was decided to reject this claim as it was not considered as an issue related to the Ethics Code.
In order to ensure compliance with the standards of Anti-Corruption Regulation in every geography where EDPR operates, the Company developed in 2014 an Anti-Bribery Policy of application to all EDPR Group, which was approved by its Board of Directors on December 19th 2014, and updated in 2017. This Anti-Corruption Policy implies a series of procedures regarding the relationships of EDPR employees with external parties, namely the approval of certain actions regarding hospitality to and from external parties, charitable donations, and sponsorships. This Policy was implemented in the Group in 2015, through the introduction of several approval systems in the corporate's employee channels in order to ensure transparency and prevent any corrupt business practice, and was communicated to all EDPR employees. Once this implementation was finished, the corresponding training sessions were organized for part of our employees, and made available in the intranet, in order to ensure appropriate knowledge and understanding of the Policy.
The Anti-Corruption Policy is available at the Company's website (www.edprenovaveis.com) and intranet, and it is also attached to the labour agreements of the new hires to their written acknowledgement when they join the Company. Likewise, in the Welcome Presentation organized every year for the new hires of EDPR, they are also explained the main contents of this documents and its functioning.
EDPR's Internal Audit Department is composed by eight (8) members. The function of EDPR's Internal Audit is to carry out an objective and independent assessment of the Group's activities and of its internal control situation, in order to make recommendations to improve the internal control mechanisms over systems and management processes in accordance with the Group's objectives.
Additionally, EDPR has a Responsibilities Model and a SCIRF Manual (Internal Control System over Financial Reporting), in which individuals, governing bodies and committees responsible for implementing and managing the internal control system are indicated.
The Responsibilities Model includes the functions and main activities in the management and maintenance of the system at all levels of the organization including monitoring activities related to the annual cycle, the implementation of controls and documentation of evidence and supervision activities.
The SCIRF Manual incorporates the general principles of the Internal Control System over Financial Reporting as well as the methodology used, the procedures for ensuring the effectiveness of internal control and design of models, documentation, evaluation and reporting.
In line with the general principles of the model adopted by EDPR for the management of the SCIRF, the COSO Internal Control integrated Framework 2013 (Committee of Sponsoring Organizations of the Treadway Commission), the responsibility for supervising the Internal Control System lies in the Board of Directors and the Audit and Control Committee. The CEO is accountable before the Board and must ensure the proper functioning and effectiveness of the
SCIRF, promoting its design, implementation and maintenance. The Executive Committee must support the CEO in this task, guiding the development of the Entity Level Controls of the Company and the controls in their areas of responsibility, relying when necessary on other levels of the organization. Also, the Senior Managers are responsible for evaluating any deficiencies and implementing appropriate improvement opportunities.
To fulfil these responsibilities, EDPR's Internal Audit offers support and advice for the management and development of the SCIRF.
The Internal Audit function in EDPR Group is a corporate function carried out by the Internal Audit Department, which reports both to the Chairman of EDPR's Executive Committee and to EDPR's Audit and Control Committee.

EDPR's Enterprise Risk Management Process is an integrated and transversal management model that ensures the minimization of the effects of risk on EDPR's capital and earnings, as well as the implementation of best practices of Corporate Governance and transparency. The process aligns EDPR's risk exposure with the company's desired risk profile.
The process is closely followed and supervised by the Audit and Control Committee, an independent supervisory body composed of non-executive members.
Market, counterparty, operational, business and strategic risks are identified and assessed and, following the result of the assessment, Risk Policies are defined and implemented across the company. These policies are aimed to mitigate risks without compromising potential opportunities, thus, optimizing return versus risk exposure.
During 2017, EDPR reassessed Operational Risk for the company, executing a bottom-up analysis across all departments, as stated in EDPR's Operational Risk Policy.
Risk Management at EDPR is focused on covering all risks of the company. In order to have a holistic view of risks, they are grouped in Risk Categories, which are Market, Counterparty, Operational, Business and Strategic. The definition of Risk Categories at EDPR is as follows:
1. Market Risk – It refers to the risk to EDPR resulting from movements in market prices. Due to the relationship between wind production and electricity price, production risk is considered within market risk. In particular, market risk are changes in electricity prices, production risk, interest rates, foreign exchange rates and other commodity prices;
2. Counterparty Risk (credit and operational) – Risk that counterparty to a transaction could default before final settlement of the transaction's cash flows. A direct economic loss would occur if transactions with the counterparty had positive economic value at the time of default. Even in the case of not defaulting, it may not comply with its contract obligations (timing, quality, etc.), implying additional higher costs due to its replacement or to delays in fulfilling the contract;
3. Operational Risk (other than counterparty) – Defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events (such as an increase in equipment default rates, increasing O&M, or natural disasters);
4. Business Risk – Potential loss in the company's earnings due to adverse changes in business margins. Such losses can result above all from a serious increase in equipment prices or changes in the regulatory environment. Changes in electricity prices and production are considered market risks;
5. Strategic Risk – It refers to risks coming from macroeconomic, political, social or environmental situation in countries where EDPR is present, as well as those coming from a change in competitive landscape, from technology disruptions, from changes in energy markets or from governance decisions (investment decisions criteria, Corporate Governance and Reputational issues).
Within each Risk Category, risks are classified in Risk Groups.
EDPR faces limited electricity price risk as it pursues a strategy of being present in countries or regions with long-term visibility on revenues. In most countries where EDPR is present, prices are determined through regulated framework mechanisms. In those countries with no regulated tariffs, power purchase agreements are negotiated with different off takers to eliminate electricity and Green Certificate or Renewable Energy Credit (REC) price risks.
Despite EDPR's strategy of eliminating market price risk, EDPR still has some plants with merchant exposure.
In Europe, EDPR operates in countries where the selling price is defined by a feed-in-tariff (Portugal, France and Italy) or in markets where, on top of the electricity price, EDPR receives either a pre-defined regulated premium or a green certificate, whose price is achieved on a regulated market (Spain, Belgium, Poland and Romania). EDPR is also developing investment activity in the UK, where current incentive system is based on green certificates but will change to a feed in tariff.
In countries with a pre-defined regulated premium or a green certificate scheme, EDPR is exposed to electricity price fluctuations. Considering current Power Purchase Agreements (PPAs) in place, EDPR is exposed to electricity price risk in Romania, in Poland and partially in Spain. Additionally, in European countries with a green certificate scheme (Romania and Poland), EDPR is exposed to fluctuation on the price of green certificates.
The US market does not provide a regulated framework system for the electricity price. Nevertheless, renewable generation is incentivized through PTCs (Production Tax Credits) and regional Renewable Portfolio Standard (RPS) programs that allow receiving RECs for each MWh of renewable generation. REC prices are very volatile and depend on the regional supply/demand equilibrium in the relevant market.
Most of EDPR's capacity in the US has predefined prices determined by bundled (electricity + REC) long-term contracts with local utilities in line with the Company's policy of avoiding electricity price risk. Despite existing long term contracts, some EDPR's plants in the US do not have PPA and are selling merchant with exposure to electricity and REC prices. Additionally, some plants with existing PPAs do not sell their energy where it is produced and are therefore exposed to basis risk (difference in price between the location where energy is produced and that where energy is sold).
In Ontario (Canada), the selling price is defined by a long-term feed-in-tariff, thus, there is no electricity price exposure.
In Brazilian operations, the selling price is defined through a public auction which is later translated into a long-term contract. Electricity price exposure is almost null, with little exposure for the production above or below the contracted production.
Under EDPR's global approach to minimize the exposure to market electricity prices, the Company evaluates on a permanent basis, if there are any deviations to the pre-defined limits (measured through EBITDA at risk, Net Income at risk and total merchant exposure).
EDPR intends to eliminate Green Certificates and REC price risk with the signing of bundled PPAs with private off takers, which include the sale of the electricity and the Green Certificate or REC. In some cases, the offtake may be interested in contracting only the Green Certificate or the REC, thus a GCPA (Green Certificate Purchase Agreement) or a RECPA (REC Purchase Agreement) is signed. During 2017, EDPR signed new long-term PPAs in the US for 774 MW.
In those geographies with remaining merchant exposure, EDPR uses various commodity-hedging instruments in order to minimize the exposure to fluctuating market prices. In some cases, due to the lack of liquidity of financial derivatives, it may not be possible to successfully hedge all existing merchant exposure, after considering PPAs in place.
In 2017 EDPR financially hedged most of its remaining merchant exposure in Poland, Romania, Spain and the US.
As aforementioned, some US plants have exposure to REC price risk and/or basis risk (difference in electricity price between locations). EDPR hedges REC prices through forward sales and basis exposures through financial swaps or FTR (Financial Transmission Rights).
The amount of electricity generated by EDPR's renewable plants is dependent on weather conditions, which vary across locations, from season to season and from year to year. Variation on the amount of electricity that is generated affects EDPR's operating results and efficiency.
Not only the total wind or solar production in a specific location is relevant, but also the profile of production. Wind usually blows more at night than at daytime, when energy prices are lower and the opposite for solar. Generation profile will affect the discount or add-on in price of a plant versus a baseload generation.
Finally, curtailment of a plant will also affect its production. Curtailment occurs when the production of a plant is stopped by the TSO (Transmission System Operators) for external reasons to the Company. Examples of cases of curtailment are upgrades in transmission lines or exceptional congestion (high level of electricity generation for available transmission capacity).
EDPR mitigates wind and solar resource volatility and seasonality through geographical diversification of its asset base in different countries and regions.
EDPR acknowledges the correlation between different plants in its portfolio that allows for this geographical diversification, which enables EDPR to partially offset production variations in each region and to keep the total energy generation relatively steady. Currently, EDPR is present in 12 countries: Spain, Portugal, France, Belgium, Poland, Romania, UK (no generation), Italy, US, Canada, Brazil and Mexico.
EDPR has analyzed the potential use of financial products to hedge wind risk and might use this product to mitigate risk in specific cases.
Profile risk and curtailment risk are managed ex-ante. For every new investment, EDPR factors the effect that expected generation profile and curtailment will have on the output of the plant. Generation profile and curtailment of EDPR's plants are constantly monitored by EPDR's Risk department to detect potential future changes.
EDPR finances its plants through project finance or corporate debt. In both cases, a variable interest rate might imply significant fluctuations in interest payments.
On the other hand, due to EDPR's presence in several countries, revenues are denominated in different currencies. Consequently, exchange rate fluctuations may have a material adverse effect on financial results or on the value of the foreign investment.
Given the policies adopted by EDPR Group, current exposure to variable interest rate is not significant and financial cash flows are substantially independent from the fluctuation of interest rates.
The purpose of interest rate risk management policies is to reduce the exposure of long-term debt cash flows to market fluctuations, mainly by contracting long term debt with a fixed rate.
With most of interest rate being fixed, main exposure to interest rates arises at refinancing. To protect against this risk, EDPR intends to maintain a balanced maturity profile for its corporate fixed debt, thus, diversifying the risk of bad timing when refinancing occurs.
Repricing calendar of debt is continuously monitored together with interest rates in order to detect good timing for restructuring debt.
Taking into account risk management policy and approved exposure limits, Global Risk Area supports the Finance team in interest rate hedging decisions and the Finance team submits the financial strategy appropriate to each project/location for Executive Committee's approval.
EDPR has international operations and is exposed to the exchange-rate risk resulting from investments in foreign subsidiaries. Currency exposure in operating plants is to U.S. dollar, Romanian leu, Polish zloty, Brazilian real, British pound and Canadian dollar.
EDPR hedges risk against currency fluctuations by financing in the same currency as the revenues of the project. When local financing is not available, EDPR hedges debt cash flows though cross currency interest rate swaps.
EDPR also hedges net investment (investment after deducting local debt) in foreign currency through cross currency interest rate swaps.
Finally, EDPR contracts foreign exchange forwards to hedge the risk in specific transactions, mainly in payments to suppliers which may be denominated in different currencies.
EDPR's hedging efforts minimize exchange rate volatility, but do not eliminate completely this risk due to high costs associated to hedging FX in certain situations.
In specific projects, regulated remuneration is linked to inflation. Additionally, O&M costs are considered to be linked to inflation in most cases.
Exposure to inflation in revenues may be naturally hedged with exposure to interest rates and EDPR regularly analyses inflation exposure and its relationship with interest rates to adjust level of interest rate coverage in project finance structures.
Exposure to inflation in O&M costs is managed at the moment of the investment decisions, by executing sensitivity analyses.
Liquidity risk is the risk of EDPR not meeting its financial obligations. Liquidity risk is mainly related to extreme market movements in electricity prices, interest or exchange rates, which may change the expected cash flow generation.
EDPR tracks liquidity risk in the short term (margin calls, etc) and in the long term (financing sources) in order to meet strategic targets previously set (EBITDA, debt ratio and others).
EDPR's strategy to manage liquidity risk is to ensure that its liquidity is sufficient to meet financial liabilities when due, under both normal and stressed conditions, and without incurring unacceptable losses or risking damage to EDPR's reputation.
Different funding sources are used such as Tax Equity investors, multilateral organizations, project finance, corporate debt and asset rotation in order to ensure long-term liquidity to finance planned projects and working capital.
In projects in which there is a significant number of years between investment decision and start of construction, EDPR may be exposed to the price of the materials used in turbine manufacturing, foundations and interconnection through escalation formulae included in the contracts with suppliers.
In order to manage this risk, EDPR may hedge the market exposure in OTC/future commodity markets, considering the risks (potential losses) and the cost of the hedge.
Counterparty credit risk is the risk that the counterparty to a transaction could default before the final settlement of the transaction's cash flows. An economic loss could occur, either a direct economic loss if the transaction has a positive value at the moment of default (counterparty credit risk) or a replacement cost due to change of the counterparty (counterparty operational risk).
If the transactions or portfolio of transactions with the counterparty has a positive economic value at the time of default, an economic loss would occur.
To control credit risk at EDPR, thresholds of Expected Loss and Unexpected Loss are established at company level as defined under Basel Standards and re-evaluated monthly. If the threshold is surpassed by the company as a whole, mitigation measures are implemented in order to remain within the pre-established limit.
Additionally, Expected Loss limits are established for each individual counterparty or Group of counterparties (parent and subsidiaries).
If the transactions or portfolio of transactions with the counterparty do not have a positive economic value at the time of default, it will impact operations. Despite no direct loss at the time of default, the replacement of the counterparty could imply a cost to EDPR due to potential delays, higher contract value with a new counterparty (replacement costs), etc.
Construction and O&M subcontractors are counterparties to which EDPR is exposed from an operational point of view.
To minimize the probability of incurring in potential replacement costs with counterparties, EDPR´s policy concerning counterparty operational risk is managed by an analysis of the technical capacity, competitiveness, credit quality and replacement cost of the counterparty.
Renewable plants are subject to strict regulations at different authority levels (international, national, state, regional and local) relating to the development, construction, grid interconnection and operation of power plants. Among other things, these laws regulate landscape and environmental aspects, building licenses, land use and land securing and access to the grid issues.
While level of exigency might be different depending on the geographies, EDPR acknowledges a trend for legislations to align towards concentrating the most restrictive rules and development risks on the consenting (environmental and urban permissions) and interconnection (electricity connection of the plant to the national grid).
In this context, EDPR's experience gathered in different countries is useful to anticipate and deal with similar situations in other countries.
During the development and design phase, EDPR focuses on the optimization of its projects. By mastering the variables, such as choice of locations, layout, etc, the objective is to make our projects more resilient to permitting risks.
Additionally, EDPR mitigates development risk by generating optionality, with development activities in 12 different countries (Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US, Canada, Brazil and Mexico) and a portfolio of projects in several stages of maturity. EDPR has a large pipeline of projects that provide a "buffer" to overcome potential delays in the development of prioritized projects, ensuring growth targets and being able to compensate permitting delays in some geographies.
During the construction of the foundations, interconnection and substation of a plant, and the installation of the equipment, different events (bad weather, accidents, etc) might occur that could imply an over cost or a delay in the commercial operation date of the plant:
During the design phase, EDPR engineering teams supervise the engineering and the installation method. Construction is subcontracted to technically capable construction companies.
In both cases, a critical path analysis is performed to assess the reliability of construction and installation plan. Also, collaterals may be required to the counterparty following EDPR's Counterparty Risk Policy.
Renewable plants in construction and in operation are exposed to weather hazards, natural disasters, etc. These risks depend on the location.
All plants are insured the physical damage during construction and operation. During operation, any natural disaster, weather hazard or accident will be partially insured to revenue losses due to the event.
Output from renewable plants depends upon the operating availability of the equipment.
EDPR mitigates this risk by using a mix of suppliers which minimizes technological risk, avoiding exposure to a unique manufacturer.
EDPR also engages suppliers through medium-term full-scope maintenance agreements during the first years of operation to ensure alignment with supplier in minimizing technology risk.
Finally, for older plants, EDPR has created an Operation and Maintenance (O&M) program with an adequate preventive and scheduled maintenance program. EDPR externalizes non-core technical O&M activities of its renewable plants, while primary and value added activities continue to be controlled by EDPR.
IT (Information Technologies) risk may occur in the technical network (information network for plants operation) or in the office network (information network of corporate services: ERP, accounting…)
EDPR mitigates this risk creating redundancy of servers and control centers of renewable plants. Redundancy is created in a different location to anticipate potential natural disasters, etc.
EDPR faces potential claims of third parties and fraud of its employees.
DEDPR aims strict compliance with existing regulation and has zero tolerance to fraud. EDPR revises periodically its compliance with all the regulations that affects its activity (environmental, taxes…)
EDPR identifies two main risk factors regarding personnel: turnover and health and safety.
EDPR mitigates turnover through constant reassessment and benchmarking of remuneration schemes in different geographies. Additionally, EDPR offers flexibility to its employees to improve work life balance. In 2017, EDPR was elected as "Great Place to Work" in Spain.
EDPR aims zero-accidents at work by constantly training in health and safety issues and certifying its facilities according to the OHSAS 18001 standard.
Internal processes are subject to potential human errors that may negatively affect the outcome.
Internal Audit Department regularly reviews internal processes and recommends the establishment of new controls or the improvement in the implementation of existing procedures.
The development and profitability of renewable energy projects are subject to policies and regulatory frameworks. The jurisdictions in which EDPR operates provide different types of incentives supporting energy generated from renewable sources.
Remuneration schemes have become less competitive in some countries due to the financial crisis and it cannot be guaranteed that current support will be maintained in all EDPR's geographies or that future renewable energy projects will benefit from current support measures. Regulation promoting green energy has been revised or is under revision in some of the countries where EDPR is present.
In the US, renewable generation from wind will be incentivized through Production Tax Credits (PTC) at a Federal level for all projects beginning of construction up to 2019. Level of incentives will be progressively fading out. Additionally, wind and solar production is also incentivized through State RPS Programs that allow receiving RECs (Renewable Energy Credit) for each MWh of renewable generation.
EDPR is managing its exposure to regulatory risks through diversification, by being present in several countries and through participation as an active member in several wind and solar associations.
Regulatory Risk in each of EDPR's countries is monitored continuously, considering current regulation, potential drafts of new laws, feedback from associations, evolution of installed renewable generation capacity and other inputs. EDPR has developed an internal quantitative assessment of Regulatory Risk that serves as an indicator for changes in supporting schemes. This measure is updated annually in all EDPR´s geographies.
Regulatory Risk is also considered ex-ante, at the moment of the investment, through sensitivity analyses that are performed to evaluate its impact in project profitability under different scenarios.
Price of equipment is affected, not only by market fluctuations of the materials used, but also by the demand of this equipment.
For every new project, EDPR secures the demand risk by engaging in advance with manufacturers, elected through a competitive process.
The demand for new plants may offset the offer of equipment. Currently, the local component requirement in some geographies (Ex: Brazil) may create this shortfall situation.
EDPR faces limited risk to the availability and price increase of equipment due to existing framework agreements with major global suppliers. The Company uses a large mix of suppliers in order to diversify equipment supply risk.
For geographies with specific requirements of local component, EDPR does not engage in a project before securing the supply of the equipment.
Country Risk is defined as the probability of occurrence of a financial loss in a given country due to macroeconomics, political or natural disasters. EDPR has defined a Country Risk Policy that assesses country risk through an internal scoring based on publicly available data. This internal scoring is compared with external assessments from renowned organizations. Each risk factor affecting country risk is evaluated independently to decide on potential mitigating actions:
Before approving a project in a new geography, EDPR analyses the risk of the new country and compares it to our existing portfolio. Mitigation measures may be decided when this risk is above a certain threshold.
In the renewable business, size can be an advantage or disadvantage in specific situations. For example, in development of renewable plants, small and dynamic companies are usually more competitive than larger companies. On the other hand, when participating in tender processes for offshore wind farms, the size of the investment benefits larger companies.
Additionally, the consequences of a change in the competitive landscape due to mergers and acquisitions may also be a risk.
To mitigate the risks, EDPR has a clear knowledge of its competitive advantages and tries to leverage on them. When EDPR has no advantage versus its competitors, alternatives are considered in order to become competitive. For example, for offshore wind farms, EDPR has partnered with large companies with previous experience in large electricity generation projects, in order to become a more competitive consortium.
Most renewables are relatively recent technologies, which are continuously evolving and improving efficiency. As such, some initially expensive technologies can become competitive in a relatively short time.
EDPR growth focuses in the most competitive renewable technologies at the moment, which are onshore wind, offshore wind and PV solar, but also participates in other innovative projects such as floating offshore wind.
Future estimations of wind and solar production are based on analysis of historical measurements for more than 20 years, and they are considered to be representative of the future. Relevant unexpected meteorological changes could lead to a lower production than the one expected from historical data.
When evaluating a new investment, EDPR considers potential changes in the production forecasted, however, the size of the potential deviation in the case of relevant meteorological changes is uncertain.
Not all projects have the same risk profile. This will depend on merchant exposure of remuneration, construction risk, etc.
In order to take proper business decisions, EDPR uses Risk Adjusted Metrics for investment decisions, which take into consideration the different risks inherent of each project.
Assumptions in future evolution of energy markets affect the profitability of the investments for the period after the fixed remuneration (regulated tariff or PPAs). Structure of electricity markets in most of EDPR geographies (marginal setting price) were not designed to consider a great share of generation from renewable sources with zero marginal price. Thus, the increase in renewable generation could lead to lower pool prices in medium term if reforms of electricity markets are not properly undertaken.
When investing, EDPR performs sensitivity analyses to stress pool price scenarios for the period without fixed remuneration to understand the robustness of the profitability of the investment.
Corporate governance systems should ensure that a company is managed in the interests of its shareholders.
In particular, EDPR has an organization in place with a special focus on transparency, where the management body (Board of Directors) is separated from the supervision and control duties (Audit and Control Committee). Members of the Audit Committee are invited to the General Risk Committee of EDPR.
Companies are exposed to public opinion and today's social networks are a rapid mean to express particular opinions. A bad reputation could eventually harm financial results of a company in the short and in the long term.
Sustainability makes part of the essence of EDPR. EDPR is not only committed in building a better future, but also in doing it well, in an ethical and sustainable manner, consequently limiting reputational risk.
A corporation can manage risks in two different ways, one risk at a time on a largely and compartmentalized basis, or all risks together within a coordinated and strategic framework. The latter approach is called "Enterprise Risk Management" and is the approach used at EDPR.
Risk Management at EDPR is supported by three distinct organizational functions, each one with a different role: Strategy (Risk Profiler), Management (Risk Manager) and Controlling (Risk Controller).
| RISK FUNCTIONS | DESCRIPTION |
|---|---|
| Strategy – General risk strategy & policy | x Global Risk Department provides analytically supported proposals to general strategic issues x Responsible for proposing guidelines and policies for risk management within the company |
| Management – Risk management & risk business decisions | x Implement defined policies by Global Risk x Responsible for day-to-day operational decisions and for related risk taking and risk mitigating positions |
| Controlling – Risk control | x Responsible for follow-up of the results of risk taking decisions and for contrasting alignment of operations with general risk policy approved by the board |
The Risk Committee is the forum where the different Risk Functions discuss the policies to be implemented and control the risk exposure of the company. EDPR's Risk Committee integrates and coordinates all Risk Functions and assures the link between corporate's risk appetite and defined strategy and the operations of the company.
EDPR created three distinct meetings of the Risk Committee in order to separate discussions on execution of mitigation strategies from those on the definition of new policies:
With the purpose of not only controlling risks, but also managing them ex-ante, EDPR has created Global Risk policies that are enforceable at a Global Level. These policies are proposed and discussed in the Risk Committee and approved by the Executive Committee.
Compliance with Global Risk policies is verified every month in the Restricted Risk Committee.
EDPR has an Internal Control System over Financial Reporting (SCIRF) updated and monitored in line with international standards of Internal Control.
This system covers the main aspects of the COSO framework: maintaining a control environment for the preparation of qualified financial information, assessment of the risks of financial reporting, existence of control activities to mitigate risks of error, information and communication and evaluation mechanisms.
The SCIRF Manual includes the annual update of the scope that aims to identify companies, areas and processes that must be included in the scope of SCIRF, according to criteria of materiality and risk, including the risk of error or fraud. The risk analysis included in the scoping process for SCIRF, includes both the different types of risk (operational, economic, financial, technological or legal) and the control objectives of financial reporting (existence and occurrence, completeness, measurement, presentation, disclosure and comparability, and rights and obligations in terms of their potential impact on the financial statements).
The results of the updated scope with the methodology outlined are communicated at all levels of the organization involved in the SCIRF and supervised by the Audit and Control Committee.
In documented SCIRF processes and controls, information capture mechanisms are established (including identification of the scope of consolidation) and are specified the steps and checks that are carried out for the preparation of the financial information that will be part of consolidated financial statements.
The procedures for the review and approval of financial information are provided by the areas of Planning and Control, and Administration, Consolidation and Tax. Financial information is supervised in the scope of its competences by the Audit Control Committee, prior to the formulation of the accounts by the Board of Directors.
The SCIRF includes control activities related to these processes, embodied in Entity Level Controls, Process Controls and General Computer Controls. These processes include review and approval activities of the financial information which are described in the processes of elaboration of individual accounts, preparation of consolidated accounts and processing of consolidated financial statements.
EDPR has descriptions of Competency Profiles for the Positions to be carried out in the exercise of the main features of each position that includes a description of the main responsibilities. These include the descriptions of the key positions of those involved in the preparation of financial information. These descriptions include responsibilities in the preparation of financial information and compliance with internal control procedures.
The documentation of processes and associated controls designed include among others, the completion of closure activities by completing monthly closing checklists by entity, setting time limits for the closures, the identification of the relevance of the operations in order to be reviewed at the appropriate level, conducting analytical reviews of financial information, the existence of limitations in systems to prevent erroneous records or access by unauthorized persons, analysis of deviations from the budget, the analysis in Executive Committees of relevant and significant facts that could cause a significant impact on the accounts, or the allocation of responsibilities for calculating amounts to be provisioned for them to be carried out by authorized personnel with the right skills.
In addition to the mentioned processes, major transactional processes resulting from the scope are documented. The description of the activities and controls are designed with the aim of ensuring the registration, evaluation, appropriate presentation and disclosure of transactions in financial reporting.
Control activities of EDPR's SCIRF also include those relating to systems and information technology (Computer General Controls) following an international reference, the COBIT framework (Control Objectives for Information and related Technologies). The importance of this area is that information systems are the tools with which financial information is prepared, and is therefore relevant for transactions conducted with them.
These control activities include those related to access control to applications and systems, segregation of duties, management of corrective and preventive maintenance, new projects implementation, administration and management of the systems, facilities and operations (back-ups, security incidents) and their proper monitoring and planning. These activities are developed taking into account the requirements of control and supervision.
Among the activities of SCIRF's scope update, there is a periodic analysis of the existence of service suppliers that perform relevant activities in relation to the processes of preparing financial information.
The Audit and Control Committee supervises the SCIRF in the scope of the exercise of their activities through the monitoring and supervision of the developed mechanisms for SCIRF's implementation, evolution and evaluation, and the results of the scope analysis and the extent of the situation in terms of coverage. To this extent, the Internal Audit Department assists the Audit and Control Committee.
EDPR has an Internal Audit Department under the Chairman of the Executive Committee. The Audit and Control Committee supervises the Internal Audit Department as establishes the Basic Internal Audit Act.
The main functions of the Internal Audit Department are set out in the Basic Internal Audit Act, which includes, among others, the evaluation of the activities of internal control systems, including the internal control system over financial reporting.
The annual work plans of the Internal Audit Department obtain the opinion of the Audit and Control Committee. The Internal Audit Department reports to the Audit and Control Committee about the status and the performance of the audit works.
Among these activities, Internal Audit supports the Audit and Control Committee in supervising the implementation and maintenance of SCIRF and reports the results of the evaluation, improvement actions identified and their evolution.
The entity has action plans for improvement actions identified in SCIRF's assessment processes, which are accompanied and supervised by the Internal Audit Department, considering their impact on the financial information.
Also in the year 2017, as in previous years, a process of self-certification was made by the heads of the various process owners regarding proper documentation update on SCIRF controls and processes in their area of responsibility and the implementation of controls with corresponding evidence.
Besides the monitoring and evaluation activities described in the preceding paragraph, in case the auditors identified internal control weaknesses in the scope of their financial audit work, they are expected to communicate these circumstances to the Audit and Control Committee, which regularly monitors the results of the audit work.
Additionally, in 2017 the EDPR Group decided to have its SCIRF audited by the external auditor. As a result of its evaluation, the external auditor issued a report with a favorable opinion on the SCIRF of the EDPR Group, according to ISAE 3000 (International Standard on Assurance Engagements 3000).
The implementation of a solid corporate culture of integrity and transparency has always been a priority for EDPR, structuring its supervision and monitoring through a regulatory compliance conduct basis and through the adoption of ethical values and principles; both consolidated as central elements of its business model. In order to lead and manage the necessary measures and initiatives required to this implementation and its functioning, on the Board of Directors held on April 14th, 2016, it was agreed to appoint Emilio García-Conde Noriega as Compliance Officer of EDPR.
During 2017, EDPR launched a project to evaluate the potential corporate criminal liability risks of EDPR in all of its geographies and to assess the compliance structure to be adopted in order to comply the requirements of the applicable criminal regulations. This project is being performed with the support of a specialized advisor.
The Board of Directors held on December 19th, 2017 approved: i) a new Criminal Liability Prevention Models for Spain that should be deployed during 2018; ii) to create a new Compliance Area to provide support to the Compliance Officer in the performance of its duties; and iii) to work in the definition of a criminal risk matrix at an international level including an inventory of the potential risks and its controls for each of EDPR's geographies.
EDPR seeks to provide to shareholders, investors, and stakeholders all the relevant information about the Company and its business environment, on a regular basis. The promotion of transparent, consistent, rigorous, easily accessible, and high̻quality information is of fundamental importance to an accurate perception of the Company's strategy, financial situation, accounts, assets, prospects, risks, and significant events.
EDPR, therefore, looks to provide investors with accurate information that can support them in making informed, clear and concrete investment decisions.
The Investor Relations Department was created to ensure a direct and permanent contact with all market related agents and stakeholders, to guarantee effective communication, equality between shareholders and to prevent imbalances in the information access.
The EDPR Investor Relations Department (IR) is the intermediary between EDPR and its actual and potential shareholders, the financial analysts that follow Company's activity, all investors and other members of the financial community. The main purpose of the department is to guarantee the principle of equality among shareholders, by preventing asymmetries in the access of the information and reducing the gap between market perception and Company's strategy and intrinsic value. The department responsibility comprises developing and implementing EDPR's communication strategy and preserving an appropriate institutional and informative relationship with the financial market, the stock exchange at which EDPR shares trade and the regulatory and supervisory entities (CMVM – Comissão de Mercado de Valores Mobiliários – in Portugal and CNMV – Comisión Nacional del Mercado de Valores – in Spain).
EDPR is clearly aware of the importance of detailed and transparent information, delivered on-time to the market. Consequently, EDPR publishes Company's price sensitive information before the opening or following the closing of the Euronext Lisbon stock exchange through CMVM's information system and, simultaneously, make that same information available on the website investors' section and through the IR department's mailing list. In 2017, EDPR made 34 press releases, including quarterly, semi-annual and annual results presentations and handouts elaborated by the IR Department. In addition, the IR Department also elaborates key data files and interim presentations which are available on the website investors' section.
On each earnings announcement, EDPR promotes a conference call and webcast, at which the Company's management updates the market on EDPR's activities. On each of these events, shareholders, investors and analysts had the opportunity to directly submit their questions and to discuss EDPR's results as well as the Company's outlook and strategy.
EDPR IR Department is coordinated by Rui Antunes and is located at the Company's head offices in Madrid, Spain. The department structure and contacts are as follows:
In 2017, EDPR promoted and participated in several events, namely roadshows, conferences, presentations to investors and analysts, meetings and conference calls. During the year, EDPR management and the IR team attended to 10 broker conferences, held 24 roadshows and reverse roadshows, along with conference calls and meetings, totaling more than 300 interactions with institutional investors across Europe and US.
EDPR IR Department was in permanent contact with capital markets agents, namely financial analysts who evaluate the Company. In 2017, as far as the Company is aware, sell̻side analysts issued more than 107 reports evaluating EDPR's business and performance.
At the end of the 2017, as far as the Company is aware of, there were 25 institutions elaborating research reports and following actively EDPR activity. As of December 31st 2017, the average price target of those analysts was of Euro 7.4 per share with the majority reporting "Buy" and "Neutral" recommendations on EDPR's share: 12 Buys, 12 Neutrals and 1 Sell.
| COMPANY | ANALYST | PRICE TARGET | DATE | RECOMMENDATION |
|---|---|---|---|---|
| AXIA | Maria Almaça | € 8.30 | 24-Aug-16 | Buy |
| Bank of America Merrill Lynch | Pinaki Das | € 7.70 | 1-Mar-17 | Buy |
| BBVA | Daniel Ortea | € 7.80 | 30-Oct-17 | Outperform |
| Berenberg | Lawson Steele | € 4.50 | 7-Feb-17 | Sell |
| BPI | Gonzalo Sanchez Bordoña |
€ 8.00 | 14-Jun-17 | Neutral |
| Bryan, Garnier & Co | Xavier Caroen | € 6.30 | 3-Feb-17 | Neutral |
| Caixa BI | Helena Barbosa | € 7.60 | 9-Jan-17 | Buy |
| Citigroup | Akhil Bhattar | € 6.85 | 31-Oct-17 | Neutral |
| Deutsche Bank | Virginia Sanz de Madrid |
€ 8.20 | 6-Dec-17 | Buy |
| Exane BNP | Manuel Palomo | € 8.00 | 20-Sep-17 | Overweight |
| Fidentiis | Daniel Rodríguez | € 5.78 | 18-Dec-14 | Hold |
| Goldman Sachs | Manuel Losa | € 7.40 | 6-Jul-17 | Neutral |
| Grupo CIMD | António Seladas | € 7.50 | 9-Oct-17 | Neutral |
| Haitong | Jorge Guimarães | € 6.75 | 24-Jul-17 | Neutral |
| HSBC | Pablo Cuadrado | € 7.80 | 6-Nov-17 | Buy |
| JB Capital Markets | José Martins Soares | € 8.00 | 25-Oct-17 | Neutral |
| JP Morgan | Javier Garrido | € 7.80 | 1-Nov-17 | Overweight |
| Kepler Cheuvreaux | Jose Porta | € 7.80 | 24-Aug-17 | Buy |
| Macquarie | Jose Ruiz | € 6.75 | 6-Jul-17 | Neutral |
| Morgan Stanley | Carolina Dores | € 8.10 | 31-Oct-17 | Equalweight |
| Natixis | Philippe Ourpatian | € 6.90 | 1-Mar-17 | Neutral |
| Sabadell | Felipe Echevarría | € 8.20 | 10-Oct-16 | Buy |
| Santander | Bosco Mugiro | € 7.70 | 27-Mar-17 | Buy |
| Société Générale | Jorge Alonso | € 7.40 | 31-Oct-17 | Hold |
| UBS | Hugo Liebaert | € 8.00 | 22-Feb-17 | Buy |
EDPR representative for relations with the market is Rui Antunes, Head of Planning & Control, Investor Relations and Sustainability Department.
During the year, IR Department received more than 400 information requests and interacted more than 230 times with institutional investors. On average, information requests were replied in less than 24 hours, with complex requests being replied within one-week time. As of December 31st 2017 there was no pending information request.
EDPR considers online information a powerful tool in the dissemination of material information, updating its website with all the relevant documents. Apart from all the required information by CMVM and CNMV regulations, EDPR website also carries financial and operational updates of Company's activities ensuring an easy access to the information.
| INFORMATION: | LINK: |
|---|---|
| Company information | www.edprenovaveis.com /en/investors/corporate-governance/company-data |
| www.edprenovaveis.com/en/edpr/our-company/who-we-are | |
| Corporate by-laws and bodies/committees regulations | www.edprenovaveis.com/en/investors/corporate-governance/governing-bodies |
| Members of the corporate bodies | www.edprenovaveis.com/en/board-directors |
| Market relations representative, IR department | www.edprenovaveis.com/en/investors-edpr |
| Means of access | www.edprenovaveis.com/en/general-contacts |
| Financial statements documents | www.edprenovaveis.com/en/investors/investors-information/reports-and-results |
| Corporate events Agenda | www.edprenovaveis.com/en/investors-edpr |
| General Shareholders' Meeting information | www.edprenovaveis.com/en/investors/corporate-governance/general-meetings |
The Nominations and Remunerations Committee is a permanent body belonging to the Board of Directors with an informative and advisory nature. Its recommendations and reports are non-binding.
As such, the Nominations and Remunerations Committee has no executive functions. The main functions of the Nominations and Remunerations Committee are to assist and inform the Board of Directors regarding the nominations (including by co-option), re-elections, dismissals, and the remuneration of the Board Members and its position about the composition of the Board of Directors, as well as the nominations, remuneration, and removal of senior management personnel.
The Nominations and Remunerations Committee is the body responsible for proposing to the Board of Directors the determination of the remuneration of the Executive management of the Company; the Declaration on Remuneration Policy; the evaluation and compliance of the KPI's (Key Performance Indicators); the annual and multi annual variable remuneration, if applicable, and also proposes the remuneration of the Non-Executive Directors and members of the Board Committees.
The Board of Directors is responsible for the approval of the above-mentioned proposals except to the extent it concerns the Declaration on the Remuneration Policy which is approved by the General Shareholders' Meeting.
The Declaration on the Remuneration Policy is submitted by the Board of Directors to the approval of the General Shareholders' Meeting as an independent proposal. According to the Company's Articles of Association the Board of Directors remuneration is subject to a maximum value that can only be modified by a Shareholders agreement.
The Composition of the Nominations and Remunerations Committee is reflected on topic 29 of the report.
The Nominations and Remunerations Committee did not hire any external consultancy services corresponding to 2017.
The Chairman of the Nominations and Remunerations Committee has knowledge and experience regarding Remuneration Policy as member of the Remuneration Committee of a Portuguese listed company as mentioned on his biography available in the Annex of this report, together with the biographies of all other members of the Nominations and Remunerations Committee.
Pursuant to Article 26.1 of the Company's Articles of Association the Directors shall be entitled to a remuneration which consists of (i) a fixed amount to be determined annually by the General Shareholders' Meeting for the whole Board of Directors and of (ii) attendance fees regarding the Board Meetings.
The above-mentioned article also establishes the possibility of the Directors being remunerated with Company shares, share options, or other securities granting the right to obtain shares or by means of share-indexed remuneration systems. In any case, the system chosen must be approved by the General Shareholders' Meeting and comply with current legal provisions.
The total amount of the remunerations that the Company will pay to its Directors under the terms provided in the previous paragraphs shall not exceed the amount determined by the General Shareholders' Meeting. The maximum remuneration approved by the General Shareholders' Meeting for all the members of the Board of Directors was EUR 2,500,000 per year.
Pursuant to Article 26.4 of the Company's Articles of Association, the rights and duties of any kind derived from the condition of Board Member shall be compatible with any other rights and obligations either fixed or variable that could correspond to the Board Members as a consequence of other employment or professional engagements, if any, carried out in the Company. Variable remuneration resulting from said contracts or from any other relationship, including being a Board Member, will be limited to a maximum annual amount to be established by the General Shareholders' Meeting.
The maximum annual remuneration approved by the General Shareholders' Meeting for the variable remuneration for all the executive members of the Board of Directors was EUR 1,000,000 per year.
EDPR, in line with EDP Group corporate governance practices, has signed an Executive Management Services Agreement with EDP, under which the Company bears the cost for such services to some of the members of the Board of Directors to the extent their services are devoted to EDPR.
The Non-Executive Directors only receive a fixed remuneration, which is calculated on the basis of their work exclusively as Directors or with their membership on the Nominations and Remunerations Committee, Related Party Transactions
Committee, and the Audit and Control Committee. Those members who are seated in two different Committees do not accumulate two remunerations. In these cases, the remuneration to be received is the one that corresponds to the highest value.
EDPR has not incorporated any share remuneration or share purchase options plans as components of the remuneration of its Directors.
No Director has entered into any contract with the Company or third parties that have the effect of mitigating the risk inherent in the variability of the remuneration established by the Company.
In EDPR there are not any payments for the dismissal or termination of Director's duties.
The remuneration policy for the Directors of the Company is submitted each year to the General Shareholders' Meeting for approval.
The remuneration policy applicable for 2017-2019, proposed by the Nominations and Remuneration Committee and approved by the General Shareholders' Meeting held on April 6th, 2017 (the "Remuneration Policy"), defines a structure with a fixed remuneration for all members of the Board of Directors, whereas for the members of the Executive Committee defines a fixed and a variable remuneration, with an annual component and a multi-annual component.
EDPR Business Plan for North America platform includes a substantial and strategic investment. On the other hand, EDPR wishes to consolidate its presence in offshore wind on the renewable energy landscape by delivering the projects in which it holds a stake as well as by identifying and developing new opportunities in the same markets or new ones with similar characteristics. Finally, the business environment for next years in Europe and Brazil is becoming very challenging.
Taking into consideration this business perspective and with the aim of reaching a consistency with the market conditions, the Nominations and Remuneration Committee proposed to the Board of Directors 2 (two) new Long Term Incentive Complementary Programs: one for the COO North America and other for the COO Offshore, to its submission to the next General Shareholders' Meeting. Additionally the Nominations and Remunerations Committee may consider studying in 2018 a Long Term Incentive Complementary Plan for COO Europe & Brazil.
On the topic below can be found the KPIs ("Key Performance Indicators") stated in the Remuneration Policy for variable annual and multi-annual variable components.
Variable annual and multi-annual remuneration applies to the members of the Executive Committee.
The variable annual remuneration may range from 0 to 68% of the annual fixed remuneration and the multi-annual remuneration from 0 to 120% of the annual fixed remuneration.
For Executive Committee Members that are also Officers, there will be a qualitative evaluation of the CEO about the annual performance. This evaluation will have a weight of 20% for the final calculation in the annual variable remuneration and of 32% in the multi-annual variable remuneration. The other 80% will be calculated based on the weights indicated in the next paragraph for the annual variable remuneration and 68% for the multi-annual variable.
The key performance indicators (KPIs) used to determine the amounts of the annual and multi-annual variable remuneration regarding to each year of the term are aligned with the strategic grounds of the Company: growth, risk control and efficiency. These are the same for all members of the Executive Committee, although with specific targets for the platforms in the case of COOs NA and EU/BR. For the year 2017 and in order to align the indicators with the company objectives, some minor amendments were applied to some KPIs.
The indicators are as follows:
| KEY PERFORMANCE | CEO/CFO/CDO/COO Offshore | COOs NA EU/BR* | |||||
|---|---|---|---|---|---|---|---|
| INDICATOR | Percentages 2017 |
Group | Platform | Percentages 2017 |
Group | Platform | |
| TSR vs. Wind peers & Psi 20 |
15% | 100% | 0% | 15% | 100% | 0% | |
| Growth | Incremental MW (EBITDA+ENEOP) |
10% | 30% | 70% | 10% | 30% | 70% |
| Self Funding Strategy |
Asset Rotation+ Tax Equity |
10.0% | 100% | 0% | 7,5% | 100% | 0% |
| Risk - Return |
ROIC Cash % EBITDA (in €) Net Profit (excl. Minorities) |
8% 15% 12,5% |
50% 50% 100% |
50% 50% 0% |
8% 12% 12% |
50% 50% 100% |
50% 50% 0% |
| Efficiency | Technical Availabity Opex /Av. EBITDA MW (in €k) Capex /MW (in €k) |
6% 0% 6% |
40% 0% 50% |
60% 0% 50% |
6% 6% 6% |
40% 0% 50% |
60% 100% 50% |
| Additional KPIs |
Sustainability Employee Satisfaction Apreciation of the Remuneration Committee |
7.5% 5% 5% |
100% 100% 100% |
0% 0% 0% |
7.5% 5% 5% |
100% 100% 100% |
0% 0% 0% |
| 100,0% | 100,0% |
*In respect of COO's annual and multiannual KPIs, both are calculated using the Group achievement, that weights 100%.
According to the Remuneration Policy approved by the General Shareholders' Meeting, the maximum variable remuneration (annual and multi-annual) is applicable if all the above mentioned KPI's were achieved and the performance evaluation is equal or above 110%.
As mentioned above, two Long Term Incentive Complementary Programs (LTICP) have been designed and will be proposed to the next General Shareholders Meeting: one for the COO Offshore, and other for the COO North America.
Regarding COO North America, the LTICP for the period 2017 – 2020 is conditioned to the achievement of the strategic business objectives. The target amount is 50% of the COO NA year-end base salary (USD183.444 gross amount) for each of the four years, implying a total target of 734.000\$ for the period 2017-2020.
The LTICP KPIs measures are as follows: 2017-2020 EDPR Gross Installed MWs in North America, 2017-2020 EDPR EBITDA in North America, 2017-2020 EDPR ROIC Cash in North America
The measures will be consistent across the Plan, and will be evaluated only at the end of the Plan Term (i.e., in January 2021 for the four-year total) and payments would be made based on the LTICP % achievement rate and capped at 120% of target. Given the recent appointment of the COO NA, part of the plan can be substituted by the accommodation expenses derived from his move to the US.
In COO Offshore case, the LTICP KPIs measures are based in reaching Final Investment Decision in the projects where EDPR already has subscribed long term PPAs within the time frames established, and also obtaining additional CfD or FiT contracts.
This program will cover the next three years and shall be paid on January 2021. The maximum target amount (TA) to be accrued yearly is 50% of the COO Offshore year-end base salary (EUR 145.000 gross amount) implying a maximum total of EUR 435.000 for the period 2018-2020.
The Remuneration Policy incorporates the deferral for a period of three years of the multi-annual variable remuneration, being the relevant payment conditioned to the lack of any willful illicit action, known after the appraisal and which endangers the sustainable performance of the company, in line with CMVM corporate governance practices.
Given such deferral policy, an amount of €135.000 (gross amount) corresponding to the Multi-Annual remuneration of Rui Teixeira (former EDPR Executive Committee Member) achieved by him on the period 2014-2016 pursuant to the Appointments and Remuneration Committee evaluation issued on February 18th, 2015, and approved on the Board of Directors Meeting held on February 24th, 2015, was due on 2017.
EDPR has not allocated variable remuneration on shares and does not maintain Company shares that the Executive Directors have had access to.
EDPR has not allocated variable remuneration on options.
The key factors and grounds for any annual bonus scheme are described on topics 71 and 72. Additionally, the Officers, with the exception of the CEO, received the following non-monetary benefits: company car and Health Insurance. In 2017, the non-monetary benefits amounted to EUR 128,753
The Non-Executive Directors do not receive any relevant non-monetary benefits as remuneration.
The retirement savings plan for the members of the Executive Committee that are also Officers, acts as an effective retirement supplement with a range between 3% to 6% of their annual salary. The percentage is defined according with the retirement savings plan applicable in their home country. The retirement savings plan has been approved by the General Shareholders' Meeting on April 14th 2016 (the Remuneration Policy included the retirement plan).
The remuneration paid by EDPR to the members of its Board of Directors for the year ended on December 31st 2017 was as follows:
| REMUNERATION | FIXED (€) | TOTAL (€) |
|---|---|---|
| EXECUTIVE DIRECTORS | ||
| João Manso Neto* | 0 | 0 |
| João Paulo Costeira** | 61,804.00 | 61,804.00 |
| Miguel Ángel Prado | 0 | 0 |
| Duarte Bello | 15,451.00 | 15,451.00 |
| Miguel Amaro** | 46,353.00 | 46.353.00 |
| Gabriel Alonso** | 0 | 0 |
| NON-EXECUTIVE DIRECTORS | ||
| António Mexia* | 0 | 0 |
| Nuno Alves* | 0 | 0 |
| João Lopes Raimundo | 60,000.00 | 60,000.00 |
| António Nogueira Leite | 55,000.00 | 55,000.00 |
| João Manuel de Mello Franco | 60,000.00 | 60,000.00 |
| Jorge Henriques dos Santos | 80,000.00 | 80,000.00 |
| Gilles August | 45,000.00 | 45,000.00 |
| Manuel Menéndez Menéndez | 45,000.00 | 45,000.00 |
| Acácio Jaime Liberado Mota Piloto | 55,000.00 | 55,000.00 |
| José A. Ferreira Machado | 60,000.00 | 60,000.00 |
| Francisca Guedes de Oliveira | 55,000.00 | 55,000.00 |
| Allan J.Katz | 45,000.00 | 45,000.00 |
| Francisco Seixas da Costa | 55,000.00 | 55,000.00 |
| Total | 738,608.00 | 738.608.00 |
*António Mexia, João Manso Neto and Nuno Alves do not receive any remuneration from EDPR. EDPR and EDP signed an Executive Management Services Agreement according to which EDPR pays to EDP a fee for the services rendered by these Board Members.
**Gabriel Alonso, Miguel Amaro, Duarte Bello, Miguel Ángel Prado and João Paulo Costeira, as Officers and members of the Executive Committee, and for the relevant period of 2017 corresponding to each of them, received their remuneration as Directors as described on the table above and as other Group companies' employees, as described on the table below.
According to the Executive Management Services Agreement signed with EDP, EDPR is due to pay an amount to EDP, for the services rendered by the Executive Managers and the Non-Executive Managers. The amount due under said Agreement for the management services rendered by EDP in 2017 is EUR 621,070, of which EUR 531,070 refers to the management services rendered by the Executive Members and EUR 90,000 to the management services rendered by the Non-Executive Members. The retirement savings plan for the members of the Executive Committee, excluding the Officers, acts as an effective retirement supplement and corresponds to 5% of their annual salary.
The Non-Executive Directors may opt between a fixed remuneration or attendance fees per meeting, in a value equivalent to the fixed remuneration proposed for a Director, taking into consideration the duties carried out.
The total remuneration of the Officers during the relevant 2017 period corresponding to each of them, ex-CEO, was the following:
| REMUNERATION | PAYER | FIXED | VARIABLE ANNUAL |
VARIABLE MULTI ANNUAL |
TOTAL |
|---|---|---|---|---|---|
| João Paulo Costeira | EDP Energías de Portugal, S.A. Sucursal en España |
€228,196 | € 90,000 | 135,000 | €453,196 |
| Miguel Amaro | EDP Energías de Portugal, S.A. Sucursal en España |
€182,271 | € 87,500 | - | €269,771 |
| Gabriel Alonso | EDPR North America LLP | US\$317,507 | US\$105,000 | 149,418 | US\$571,925 |
| Duarte Bello | EDP Energías de Portugal, S.A. Sucursal en España |
€50,718 | - | - | €50,718 |
| Miguel Ángel Prado | EDPR North America LLP | US\$69,543 | - | - | US\$69,543 |
All the amounts are in EUR, except Gabriel Alonso and Miguel Ángel Prado ones, which are in USD.
In EDPR there is no payment of remuneration in the form of profit sharing and/or bonus payments and the reasons for said bonuses or profit sharing being awarded.
In EDPR there is no compensation paid or owed to former executive Directors concerning contract termination during the financial year.
| MEMBER | POSITION | REMUNERATION (€)* |
|---|---|---|
| Jorge Santos | Chairman | 80,000 |
| João Manuel de Mello Franco | Vocal | 60,000 |
| João Lopes Raimundo | Vocal | 60,000 |
*The Non-Executive Directors receive only a fixed remuneration, which is calculated based on their work exclusively as Directors or with their membership on the Nominations and Remunerations Committee, Related-Party Transactions Committee, and/or the Audit and Control Committee.
In 2017, the remuneration of the Chairman of the General Shareholders' Meeting of EDPR was EUR 15,000.
EDPR has no agreements with remuneration implication.
EDPR does not have any Share-Allocation and/or Stock Option Plans.
In order to supervise the transactions between the Group Companies and its qualified shareholders, the Board of Directors has created the Related-Party Transactions Committee, a permanent body with delegated functions. The Related-Party Transactions Committee duties are described on topic 29 of the Report. The Audit and Control Committee also supervises the transactions with qualified shareholders when requested by the Board of Directors according to Article 8.2, i) of its Regulations. This information is included on the annual report of the Audit and Control Committee. The mechanisms established on both committees' regulations and also the fact that one of the members of the Related-Party Transactions Committee is member of the Audit and Control Committee constitutes a relevant element for an adequate evaluation of the relations established between EDPR and third entities.
During 2017, EDPR has not signed any contracts with the members of its corporate bodies or with holders of qualifying holdings, excluding EDP, as mentioned below.
The contracts signed between EDPR and its related parties have been analyzed by the Related-Party Transactions Committee according to its competences, as mentioned on the previous topic, and have been concluded according to the market conditions.
The total amount of supplies and services in 2017 incurred with or charged by the EDP Group was EUR 18,629,789, corresponding to 5.6% of the total value of Supplies & Services for the year (EUR 326,885,895).
The most significant contracts in force during 2017 are the following:
The framework agreement was signed by EDP and EDPR on May 7th 2008 and came into effect when the latter was admitted to trading. The purpose of the framework agreement is to set out the principles and rules governing the legal and business relations existing when it came into effect and those entered into subsequently.
The framework agreement establishes that neither EDP nor the EDP Group companies other than EDPR and its subsidiaries can engage in activities in the field of renewable energies without the consent of EDPR. EDPR shall have worldwide exclusivity, with the exception of Brazil, where it shall engage its activities through a joint venture with EDP Energias do Brasil S.A., for the development, construction, operation, and maintenance of facilities or activities related to wind, solar, wave and/or tidal power, and other renewable energy generation technologies that may be developed in the future. Nonetheless, the agreement excludes technologies being developed in hydroelectric power, biomass, cogeneration, and waste in Portugal and Spain.
It lays down the obligation to provide EDP with any information that it may request from EDPR to fulfil its legal obligations and prepare the EDP Group's consolidated accounts. The framework agreement shall remain in effect for as long as EDP directly or indirectly owns more than 50% of the share capital of EDPR or appoints more than 50% of its Directors.
On November 4th 2008 EDP and EDPR signed an Executive Management Services Agreement which was last amended in February 2017.
Through this contract, EDP provides management services to EDP Renováveis, including matters related to the day-today running of the Company. Under this agreement EDP appoints three people from EDP to be part of EDPR's Management: (i) one Executive Manager which is member of the EDPR Executive Committee and CEO, and (ii) two Non-Executive Managers, for which EDP Renováveis pays EDP an amount defined by the Related Party Committee, and approved by the Board of Directors and the Shareholders Meeting. Under this contract, EDPR incurred an amount of EUR 621,070.6 for the management services rendered in 2017.
The most significant finance agreements between EDP Group companies and EDPR Group companies were established under the above-described Framework Agreement and currently include the following:
EDPR and EDPR Servicios Financieros SA (as the borrower) have loan agreements with EDP Finance BV and EDP Servicios Financieros España (as the lender), companies 100% owned by EDP Energias de Portugal S.A. Such loan agreements can be established both in EUR and USD, up to 10-year tenor and are remunerated at rates set at an arm's length basis. As of December 31st 2017, such loan agreements totalled USD 1,472,783,052 and EUR 965,870,000.
EDPR Servicios Financieros (EDPR SFE) and EDP Servicios Financieros España (EDP SFE) signed an agreement through which EDP SFE manages EDPR SFE's cash accounts. The agreement also regulates the current account (cc) scheme on arm's length basis. As of December 31st 2017, there are two different current accounts with the following balance and counterparties:
The agreements in place are valid for one year as of date of signing and are automatically renewed for equal periods.
A counter-guarantee agreement was signed, under which EDP or EDP Energias de Portugal S.A., Sucursal en España (hereinafter guarantor or EDP Sucursal) undertakes on behalf of EDPR, EDP Renewables Europe SLU (hereinafter EDPR EU), and EDP Renewables North America LLC (hereinafter EDPR NA) to provide corporate guarantees or request the issue of any guarantees, on the terms and conditions requested by the subsidiaries, which have been approved on a case by case basis by the EDP's Executive Board.
EDPR will be jointly liable for compliance by EDPR EU and EDPR NA. The subsidiaries of EDPR undertake to indemnify the guarantor for any losses or liabilities resulting from the guarantees provided under the agreement and to pay a fee established in arm's length basis. Nonetheless, certain guarantees issued prior to the date of approval of these agreements may have different conditions. As of December 31st 2017, such counter-guarantee agreements totaled EUR 6.401.170 and USD 316.560.000.
The counter-guarantee agreement under which EDP Energias do Brasil, SA or EDPR were undertaking on behalf of EDPR Brasil to provide corporate guarantees or request the issue of any guarantees on the terms and conditions requested by the subsidiaries, is no longer applicable and only the guarantees issued beforehand still in place until their expiring date. As of December 31st 2017, such counter-guarantee agreements totaled BRL 159,586,407.
Due to the net investments in EDPR NA, EDPR Canada, EDPR Brazil, Polish and Romanian companies, EDPR's accounts were exposed to the foreign exchange risk. With the purpose of hedging this foreign exchange risk, EDPR Group companies settled the following Cross Currency Interest Rate Swap (CIRS). As of December 31st 2017, the total amount of CIRS by geography and currency are as following:
EDPR Group companies entered into several hedge agreements with EDP Energias de Portugal S.A., with the purpose of managing the transaction exposure related to the short term or transitory positions in Polish subsidiaries, fixing the exchange rate for PLN/EUR and EUR/PLN in accordance to the prices in the forward market in each contract date. As of December 31st 2017, the total amount of Forwards and Non Delivery Forwards by geography and currency are as following:
EDP and EDPR EU entered into hedge agreements for 2017 for a total volume of 3,686,670 MWh (sell position) and 1,551,275 MWh (buy position) at the forward market price at the time of execution related with the expected sales of energy in the Spanish market.
On June 4th 2008, EDP and EDPR signed a consultancy service agreement. Through this agreement, and upon request by EDPR, EDP (or through EDP Sucursal) shall provide consultancy services in the areas of legal services, internal control systems, financial reporting, taxation, sustainability, regulation and competition, risk management, human resources, information technology, brand and communication, energy planning, accounting and consolidation, corporate marketing, and organizational development.
The price of the agreement is calculated as the cost incurred by EDP plus a margin. For the first year, it was fixed at 8% based on an independent expert on the basis of market research. For 2017 the estimated cost of these services is EUR 5.406.049.4. This was the total cost of services provided for EDPR, EDPR EU, and EDPR NA.
The duration of the agreement is one (1) year tacitly renewable for equal periods.
On May 13th 2008, EDP Inovação S.A. (hereinafter EDP Inovação), an EDP Group Company, and EDPR signed an agreement regulating relations between the two companies regarding projects in the field of renewable energies (hereinafter the R&D Agreement).
The object of the R&D Agreement is to prevent conflicts of interest and foster the exchange of knowledge between companies and the establishment of legal and business relationships. The agreement forbids EDP Group companies other than EDP Inovação to undertake or invest in companies that undertake the renewable energy projects described in the agreement.
The R&D Agreement establishes an exclusive right on the part of EDP Inovação to project and develop new renewable energy technologies that are already in the pilot or economic and/or commercial feasibility study phase, whenever EDPR exercises its option to undertake them.
The fee corresponding to this agreement in 2017 is EUR 694,252.47.
The agreement shall remain in effect for as long as EDP directly or indirectly maintains control of more than 50% of both companies or appoint the majority of the members of the Board and Executive Committee of the parties to the agreement.
On January 1st 2003, EDPR - Promoção e Operação S.A., and EDP Valor – Gestão Integrada de Recursos S.A. (hereinafter EDP Valor), an EDP Group Company, signed a management support service agreement.
The object of the agreement is the provision to EDPR – Promoção e Operação S.A. by EDP Valor of services in the areas of procurement, economic and financial management, fleet management, property management and maintenance, insurance, occupational health and safety, and human resource management and training.
The remuneration accrued by EDP Valor by EDPR Promoção e Operação S.A. and its subsidiaries for the services provided in 2017 totalled EUR 1,041,383.24. The initial duration of the agreement was five (5) years from date of signing on January 1st 2008, and tacitly renewable for equal periods of one (1) year. Either party may renounce the contract with one (1) year's notice.
On January 1st 2010 EDPR and EDP signed an IT management services agreement.
The object of the agreement is to provide to EDPR the information technology services described on the contract and its attachments by EDP.
The amount incurred for the services provided in 2017 totalled EUR 692,471.9.
The initial duration of the agreement is one (1) year from date of signing and it is tacitly renewed for a new period of one (1) year.
Either party may renounce the contract with one (1) month notice.
The object of the agreement is to provide to EDP Renováveis Brasil S.A. (hereinafter EDPR Brasil) the consultancy services described on the contract and its attachments by EDP – Energias do Brasil S.A. (hereinafter EDP Brasil). Through this agreement, and upon request by EDPR Brasil, EDP Brasil shall provide consultancy services in the areas of legal services, internal control systems, financial reporting, taxation, sustainability, regulation and competition, risk management, human resources, information technology, brand and communication, energy planning, accounting and consolidation, corporate marketing, and organizational development.
The amount incurred by EDP Brasil for the services provided in 2017 totalled BRL 202,303.
The initial duration of the agreement is one (1) year from the date of signing and it is tacitly renewed for a new period of one (1) year.
The most significant contracts signed between EDPR and its Qualified Shareholders are analysed by the Related-Party Transactions Committee according to its competences, as mentioned on topic 89 of the report and by the Audit and Control Committee when requested.
According to Article 9.1 g) of the Related-Party Transactions Committee Regulations, the Committee analyses and supervises, according to the necessities of each specific case, the transactions between Qualifying Holdings other than EDP with entities from the EDP Renováveis Group whose annual value is superior to EUR 1,000,000. This information is included on the annual report of the Audit and Control Committee regarding those cases whose previous opinion was requested. The mechanisms established on both committees regulations and also the fact that one of the members of the Related-Party Transactions Committee is a member of the Audit and Control Committee constitutes a relevant element for an adequate evaluation of the relations established between EDPR and third entities.
The information on business dealings with related parties is available on Note 37 of the Financial Statements.
According to article 2 of CMVM Regulation 4/2013, EDPR informs that the present Report has been drafted under the Recommendations of CMVM's Corporate Governance Code published on July 2013. The CMVM Corporate Governance Code and its Regulations are available at CMVM website (www.cmvm.pt).
The following table shows the CMVM recommendations set forth in the code and indicates EDPR's compliance with it and the place in this report in which they are described in more detail.
During 2017 EDPR continued its consolidation task as to the Company's governance principles and practices. The high level of compliance with the best governance practices by EDPR was once again recognized by an initiative of Deloitte, the UK-based financial services firm, which rewards the best investor relations performance among companies listed on Euronext Lisbon: the annual IRG Awards Gala. This awards recognize the year's greatest accomplishments in the Portuguese business and financial markets, based on policies and attitudes of transparency, the quality of the information produced and its investor relations. EDPR once again, has been awarded for the Best Annual Report in the non-financial sector at the Investor Relations & Governance Awards, which took place September 19th in Lisbon, for excellence in accuracy, transparency, thoroughness and clarity.
EDPR has been recognized with several IRG awards and nominations in past years. This is the third consecutive year in which the company has won the award for Best Annual Report in the Non-Financial Sector, and its seventh time overall.
Also in order to comply with the Recommendation II.2.5 of the Portuguese Corporate Governance Code, and according to the results of the reflection made by the Nominations and Remunerations Committee, the governance model that was adopted has been ensuring an effective performance and articulation of EDPR Social Bodies and proved to be adequate to the Company's governance structure without any constraints to the performance of its checks and balances system adopted to justify the changes made in the governance practices of EDPR.
The explanation of CMVM's recommendations that EDPR does not adopt or that the Company deems not applicable, reasoning and other relevant comments as well as reference to the part of the report where the description may be found, are in the table below.
In this context, EDPR states that it has adopted the CMVM recommendations on the governance of listed companies provided in the Portuguese Corporate Governance Code, with the exceptions indicated below.
| #.#. | CMVM RECOMMENDATIONS |
|---|---|
| STATEMENT OF COMPLIANCE | |
| I. | VOTING AND CORPORATE CONTROL |
| I.1. Adopted |
Companies shall encourage shareholders to attend and vote at general meetings and shall not set an excessively large number of shares required for the entitlement of one vote, and implement the means necessary to exercise the right to vote by mail and electronically. |
| Chapter B – I, b), topic 12 and 13 | |
| I.2. Adopted |
Companies shall not adopt mechanisms that hinder the passing of resolutions by shareholders, including fixing a quorum for resolutions greater than that provided for by law. |
| Chapter B – I, b), topic 14 | |
| I.3. | Companies shall not establish mechanisms intended to cause mismatching between the right to receive dividends or the subscription of new securities and the voting right of each common share, unless duly justified in terms of long-term |
| Adopted | interests of shareholders. |
| Chapter B – I, b) topic 14 |
| #.#. | CMVM RECOMMENDATIONS | ||||
|---|---|---|---|---|---|
| STATEMENT OF COMPLIANCE | |||||
| I.4. Not Applicable |
The Company's articles of association that provide for the restriction of the number of votes that may be held or exercised by a sole shareholder, either individually or in concert with other shareholders, shall also foresee for a resolution by the General Assembly (5 year intervals), on whether that statutory provision is to be amended or prevails – without super quorum requirements as to the one legally in force – and that in said resolution, all votes issued be counted, without applying said restriction. |
||||
| Chapter A – I, topic 5 | |||||
| I.5. Adopted |
Measures that require payment or assumption of fees by the Company in the event of change of control or change in the composition of the Board and that which appear likely to impair the free transfer of shares and free assessment by shareholders of the performance of Board Members, shall not be adopted. |
||||
| Chapter A – I, Topic 2 and 4 | |||||
| II. | SUPERVISION, MANAGEMENT AND OVERSIGHT | ||||
| II.1. | SUPERVISION AND MANAGEMENT | ||||
| II.1.1. Adopted |
Within the limits established by law, and except for the small size of the Company, the board of Directors shall delegate the daily management of the Company and said delegated powers shall be identified in the Annual Report on Corporate Governance. |
||||
| Chapter B – II, Topic 21, 28 and 29 | |||||
| II.1.2. Adopted |
The Board of Directors shall ensure that the Company acts in accordance with its objectives and shall not delegate its responsibilities as regards the following: i) define the strategy and general policies of the Company, ii) define business structure of the group, iii) decisions considered strategic due to the amount, risk and particular characteristics involved. |
||||
| Chapter B- II, Topic 29 | |||||
| II.1.3. Not Applicable |
The General and Supervisory Board, in addition to its supervisory duties , shall take full responsibility at corporate governance level, whereby through the statutory provision or by equivalent means, shall enshrine the requirement for this body to decide on the strategy and major policies of the Company, the definition of the corporate structure of the group and the decisions that shall be considered strategic due to the amount or risk involved. This body shall also assess compliance with the strategic plan and the implementation of key policies of the Company. |
||||
| (The governance model adopted by EDPR, as it is compatible with its personal law, corresponds to the so-called "Anglo-Saxon" model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility an Audit and Control Committee.) |
|||||
| II.1.4. | Except for small-sized companies, the Board of Directors and the General and Supervisory Board, depending on the model adopted, shall create the necessary committees in order to: |
||||
| a) Ensure a competent and independent assessment of the performance of the executive Directors and its own overall performance, as well as of other committees; |
|||||
| Adopted | b) Reflect on the system structure and governance practices adopted, verify its efficiency and propose to the competent bodies, measures to be implemented with a view to their improvement. |
||||
| Chapter B – II, C), Topic 27, 28 and 29 | |||||
| II.1.5. Adopted |
The Board of Directors or the General and Supervisory Board, depending on the applicable model, should set goals in terms of risk-taking and create systems for their control to ensure that the risks effectively incurred are consistent with those goals. |
||||
| Chapter B – III; C), III – Topic 52, 53, 54 and 55 | |||||
| II.1.6. Adopted |
The Board of Directors shall include a number of Non-Executive members ensuring effective monitoring, supervision and assessment of the activity of the remaining members of the board. |
||||
| Chapter B – II, Topic 18 and Topic 29 |
| #.#. | CMVM RECOMMENDATIONS | ||
|---|---|---|---|
| STATEMENT OF COMPLIANCE | |||
| II.1.7. | Non-Executive members shall include an appropriate number of independent members, taking into account the adopted governance model, the size of the Company, its shareholder structure and the relevant free float. The independence of the members of the General and Supervisory Board and members of the Audit Committee shall be assessed as per the law in force. The other members of the Board of Directors are considered independent if the member is not associated with any specific group of interests in the Company nor is under any circumstance likely to affect an exempt analysis or decision, particularly due to: |
||
| a. Having been an employee at the Company or at a Company holding a controlling or group relationship within the last three years; |
|||
| b. Having, in the past three years, provided services or established commercial relationship with the Company or Company with which it is in a control or group relationship, either directly or as a partner, board member, manager or Director of a legal person; |
|||
| c. Being paid by the Company or by a Company with which it is in a control or group relationship besides the remuneration arising from the exercise of the functions of a board member; |
|||
| d. Living with a partner or a spouse, relative or any first degree next of kin and up to and including the third degree of collateral affinity of Board Members or natural persons that are direct and indirectly holders of qualifying holdings; e. Being a qualifying shareholder or representative of a qualifying shareholder. |
|||
| Adopted | |||
| Chapter B – II, Topic 18 | |||
| II.1.8. Adopted |
When Board Members that carry out executive duties are requested by other Board Members, said shall provide the information requested, in a timely and appropriate manner to the request. |
||
| Chapter B – II, C) - Topic 29 | |||
| II.1.9. | The Chair of the Executive Board or of the Executive Committee shall submit, as applicable, to the Chair of the Board of Directors, the Chair of the Supervisory Board, the Chair of the Audit Committee, the Chair of the General and Supervisory Board and the Chairperson of the Financial Matters Board, the convening notices and minutes of the relevant meetings. |
||
| Adopted | |||
| Chapter B – II, C) - Topic 29 | |||
| II.1.10. Not applicable |
If the chair of the board of Directors carries out executive duties, said body shall appoint, from among its members, an independent member to ensure the coordination of the work of other Non-Executive members and the conditions so that said can make independent and informed decisions or to ensure the existence of an equivalent mechanism for such coordination. |
||
| (The Chairperson of EDPR's Board of Directors does not have executive duties) Chapter B – II, A) – Topic 18 | |||
| II.2 | SUPERVISION | ||
| II.2.1. Adopted |
Depending on the applicable model, the Chair of the Supervisory Board, the Audit Committee or the Financial Matters Committee shall be independent in accordance with the applicable legal standard, and have the necessary skills to carry out their relevant duties. |
||
| Chapter B – II – Topic 18; Chapter B – II, C) - Topic 29; and Chapter B – III, A) – Topic 32 | |||
| II.2.2. | The supervisory body shall be the main representative of the external auditor and the first recipient of the relevant reports, and is responsible, inter alia, for proposing the relevant remuneration and ensuring that the proper conditions for the provision of services are provided within the Company |
||
| Adopted | |||
| Chapter B – C), Topic 29; and Chapter B – V, Topic 45 | |||
| II.2.3. Adopted |
The supervisory board shall assess the external auditor on an annual basis and propose to the competent body its dismissal or termination of the contract as to the provision of their services when there is a valid basis for said dismissal. |
||
| Chapter B – II, Topic 29; Chapter B – III, C) – Topic 38; and Chapter B – III – V, Topic 45 | |||
| II.2.4. Adopted |
The supervisory board shall assess the functioning of the internal control systems and risk management and propose adjustments as may be deemed necessary. |
||
| Chapter B – II, Topic 29; and Chapter B – III, C) – III | |||
| II.2.5. | The Audit Committee, the General and Supervisory Board and the Supervisory Board shall decide on the work plans and resources concerning the internal audit services and services that ensure compliance with the rules applicable to the Company (compliance services), and should be recipients of reports made by these services at least when it concerns matters related to accountability, identification or resolution of conflicts of interest and detection of potential improprieties. |
Chapter B – II, Topic 29
| #.#. | CMVM RECOMMENDATIONS | ||
|---|---|---|---|
| STATEMENT OF COMPLIANCE | |||
| II.3. | REMUNERATION SETTING | ||
| II.3.1. | All members of the Remuneration Committee or equivalent should be independent from the Executive Board Members and | ||
| Adopted | include at least one member with knowledge and experience in matters of remuneration policy. | ||
| Chapter D – II – Topic 29, 67 and 68 | |||
| II.3.2. Adopted |
Any natural or legal person that provides or has provided services in the past three years, to any structure under the Board of Directors, the Board of Directors of the Company itself or who has a current relationship with the Company or consultant of the Company, shall not be hired to assist the Remuneration Committee in the performance of their duties. This recommendation also applies to any natural or legal person that is related by employment contract or provision of services with the above. |
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| Chapter D – II – Topic 67 | |||
| II.3.3. | A statement on the remuneration policy of the management and supervisory bodies referred to in Article 2 of Law No. 28/2009 of 19 June, shall also contain the following: |
||
| a) Identification and details of the criteria for determining the remuneration paid to the members of the governing bodies; | |||
| b) Information regarding the maximum potential, in individual terms, and the maximum potential, in aggregate form, incurred to members of corporate bodies, and identify the circumstances whereby these maximum amounts may be payable; |
|||
| Adopted | c) Information regarding the enforceability or unenforceability of payments for the dismissal or termination of appointment of Board Members. |
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| Chapter D – III – Topic 69 | |||
| II.3.4. | Approval of plans for the allotment of shares and/or options to acquire shares or based on share price variation to Board | ||
| Not Applicable |
Members shall be submitted to the General Meeting. The proposal shall contain all the necessary information in order to correctly assess said plan. |
||
| Chapter V – III, Topic 73 and 85-88 | |||
| II.3.5. | Approval of any retirement benefit scheme established for members of corporate members shall be submitted to the | ||
| Adopted | General Meeting. The proposal shall contain all the necessary information in order to correctly assess said system. | ||
| Chapter D – III, Topic 76 | |||
| III. | REMUNERATION | ||
| III.1. Adopted |
The remuneration of the executive members of the board shall be based on actual performance and shall discourage taking on excessive risk-taking. |
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| Chapter D – III, Topic 69, 70, 71 and 72 | |||
| III.2. | The remuneration of Non-Executive Board Members and the remuneration of the members of the supervisory board shall not include any component whose value depends on the performance of the Company or of its value. |
||
| Adopted | |||
| Chapter D – III, Topic 69; and Chapter D – IV, Topic 77 | |||
| III.3. Adopted |
The variable component of remuneration shall be reasonable overall in relation to the fixed component of the remuneration and maximum limits should be set for all components. |
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| Chapter D – III, Topic 71 and 72 | |||
| III.4. Adopted |
A significant part of the variable remuneration should be deferred for a period not less than three years, and the right of way payment shall depend on the continued positive performance of the Company during that period. |
||
| Chapter D – III, Topic 72 | |||
| III.5. Adopted |
Members of the Board of Directors shall not enter into contracts with the Company or with third parties which intend to mitigate the risk inherent to remuneration variability set by the Company. |
||
| Chapter D – III, Topic 69 | |||
| STATEMENT OF COMPLIANCE | ||||
|---|---|---|---|---|
| III.6. | Executive Board Members shall maintain the Company's shares that were allotted by virtue of variable remuneration | |||
| Not Applicable |
schemes, up to twice the value of the total annual remuneration, except for those that need to be sold for paying taxes on the gains of said shares, until the end of their mandate. |
|||
| Chapter D – III, Topic 73 | ||||
| III.7. Not |
When the variable remuneration includes the allocation of options, the beginning of the exercise period shall be deferred for a period not less than three years. |
|||
| Applicable | ||||
| Chapter D – III, Topic 74 | ||||
| III.8. | When the removal of board member is not due to serious breach of their duties nor to their unfitness for the normal exercise of their functions but is yet due on inadequate performance, the Company shall be endowed with the adequate and necessary legal instruments so that any damages or compensation, beyond that which is legally due, is unenforceable. |
|||
| Adopted | ||||
| Chapter D – III, Topic 69 and 72 | ||||
| IV. | AUDITING | |||
| IV.1. Adopted |
The external auditor shall, within the scope of its duties, verify the implementation of remuneration policies and systems of the corporate bodies as well as the efficiency and effectiveness of the internal control mechanisms and report any shortcomings to the supervisory body of the Company. |
|||
| Chapter B – III – V, Topic 45 | ||||
| IV.2. | The Company or any entity with which it maintains a control relationship shall not engage the external auditor or any entity with which it finds itself in a group relationship or that incorporates the same network, for services other than audit services. If there are reasons for hiring such services - which must be approved by the supervisory board and explained in its Annual Report on Corporate Governance - said should not exceed more than 30% of the total value of services rendered |
|||
| Adopted | to the Company. | |||
| Chapter B – III – V, Topics 37 and 46 | ||||
| IV.3. Adopted |
Companies shall support auditor rotation after two or three terms whether four or three years, respectively. Its continuance beyond this period must be based on a specific opinion of the supervisory board that explicitly considers the conditions of auditor's independence and the benefits and costs of its replacement. |
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| Chapter B – III – V, Topic 44 | ||||
| V. | CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS | |||
| V.1. | The Company's business with holders of qualifying holdings or entities, with which they are in any type of relationship pursuant to article 20 of the Portuguese Securities Code, shall be conducted during normal market conditions. |
|||
| Adopted | ||||
| Chapter B – C), Topic 90 | ||||
| V.2. | The supervisory or oversight board shall establish procedures and criteria that are required to define the relevant level of significance of business with holders of qualifying holdings - or entities with which they are in any of the relationships described in article 20/1 of the Portuguese Securities Code – thus significant relevant business is dependent upon prior |
|||
| Adopted | opinion of that body. | |||
| Chapter B – C), Topic 89 and 91 | ||||
| VI. | INFORMATION | |||
| VI.1. Adopted |
Companies shall provide, via their websites in both the Portuguese and English languages, access to information on their progress as regards the economic, financial and governance state of play. |
|||
| Chapter B – C) – V, Topics 59-65 | ||||
| VI.2. Adopted |
Companies shall ensure the existence of an investor support and market liaison office, which responds to requests from investors in a timely fashion and a record of the submitted requests and their processing, shall be kept. |
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| Chapter B – C) – IV, Topic 56 |
ANTÓNIO MEXIA

x General Manager and Member of the Board of EDP Produção
x Degree in Economics from Instituto Superior de Economia

x (none)
x Executive Board Member for Natural Gas Distribution and Marketing (Portugal and Spain)
x Degree in Electrical Engineering by the Faculdade Engenharia da Universidade do Porto


x None
x Financial Analyst at Schroder Salomon Smith Barney in London and Lisbon
x Business and Administration from Faculdade de Economia da Universidade Nova de Lisboa

x (none)
x Manager at Arthur Andersen Corporate Finance department
x Phd in Business and Management by the University of Oviedo and Bradford (UK)

x Executive Board Member of Millennium BCP Investimento, responsible for BCP Group Treasury and Capital Markets
x Degree in Naval Architecture and Marine Engineering

x Vice-Chairman and CEO of Millennium BCP Bank NA (USA)
x BSc in Business Administration from Universidade Católica Portuguesa

x Vice-Chairman of José de Mello Imobiliária SGPS SA
x BSc in Mechanical Engineering from Instituto Superior Técnico de Lisboa


x Coordinator of the committee for the elaboration of the Strategic Programme of Economic and Social Development for the Peninsula of Setúbal
x Degree in Economics from Instituto Superior de Economia e Gestão

x University Professor in the Department of Business Administration and Accounting at the University of Oviedo
x BSc in Economics and Business Administration from the University of Oviedo

x Lawyer and founder of August Debouzy Law Firm
x Knight of thé Légion d'Honneur and Officer in thé Ordre National du Mérite
x Master in Laws from Georgetown University Law Center in Washington DC (1986)

x Head of Treasury and Capital Markets of BCP Banco de Investimento
x Law degree by the Law School of Lisbon University
x Member of the Economic and Financial Committee of the European Union
x Degree, Universidade Católica Portuguesa, 1983

x Vice Rector NOVA University Lisbon
x Consultant at GANEC
x Degree in Economics by Universidade Técnica de Lisboa

x Ambassador of the United States of America to the Republic of Portugal
x City of Tallahassee Commissioner
x BA from UMKC in 1969

x Researcher at the National Statistics Institute
x PHD in Economics at Nova School of Business and Economics

x Degree in Political and Social Sciences, Lisbon University


EMILIO GARCÍAͲCONDE NORIEGA
x (none)
x Law Degree from the University of Oviedo






| ലാസ്) । | |
|---|---|
| António Lyís Guerra Nunes Mexia | João Manuel Manso Neto |
| João Paulo Nogueira da Sousa Costeira | Duarte Belo de Castro Melo |
| Miguel Ángel Prado Balboa | Nuno Maria Pestana de Almeida Alves |
| Acacio Jaime Liberado Mota Piloto | António do Pranto Nogueira Leite |
| João Manuel de Mello Franco | João José Belard da Fonseca Lopes Raimundo |
| Jorge Manuel Ázevedo Henriques dos Santos | José António Ferreira Machado |
| Gilles August | Manuel Menéndez Menéndez |
| Allan J. Kata | Francisca Guedes de Oliveira |
| Francisco Seikas da Costa |
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