Annual / Quarterly Financial Statement • Feb 29, 2016
Annual / Quarterly Financial Statement
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EDP RENOVÁVEIS, S.A.
ANNUAL ACCOUNTS
AF_EDP_R&C_Capa_Renovaveis_EN.pdf 1 12/02/16 10:49
C M Y CM MY CY CMY K
ANNUAL ACCOUNTS 2015


Villa Castelli Wind Farm, Italy
ANNUAL ACCOUNTS 2015

ANNUAL ACCOUNTS 2015
ANNUAL ACCOUNTS 2015
THOUSANDS OF EUROS
| ASSETS | NOTE | 2015 | 2014 |
|---|---|---|---|
| Intangible assets | 5 | 934 | 1,428 |
| Property, plant and equipment | 6 | 816 | 1,075 |
| Non-current investments in Group companies and associates: | 7,216,863 | 6,812,236 | |
| Equity instruments | 8 | 7,202,187 | 6,804,791 |
| Derivatives | 11 | 14,676 | 7,445 |
| Non-current investments | 412 | 328 | |
| Deferred tax assets | 18 | 23,108 | 17,007 |
| Total non-current assets | 7,242,133 | 6,832,074 | |
| Trade and other receivables: | 37,252 | 36,497 | |
| Trade receivables from Group companies and associates – current | 9 | 22,718 | 16,852 |
| Other receivables | 9 | 14,531 | 19,644 |
| Personnel | 9 | 3 | 1 |
| Current investments in Group companies and associates: | 10.a | 635 | 57,918 |
| Derivatives | 11 | 554 | 12,566 |
| Other investments | 81 | 45,352 | |
| Prepayments for current assets | 78 | 114 | |
| Cash and cash equivalents | 12 | 100,431 | 486 |
| Cash | 100,431 | 486 | |
| Total current assets | 138,396 | 95,015 | |
| Total assets | 7,380,529 | 6,927,089 |
| EQUITY AND LIABILITIES | NOTE | 2015 | 2014 |
|---|---|---|---|
| Capital and reserves: | |||
| Capital | 13.a | 4,361,541 | 4,361,541 |
| Share premium | 1,228,451 | 1,228,451 | |
| Reserves | 427,252 | 249,441 | |
| Profit for the year | 31,597 | 212,704 | |
| Total equity | 6,048,841 | 6,052,137 | |
| Non-current provisions: | 570 | 450 | |
| Long-term employee benefits | 14 | 570 | 450 |
| Non-current payables: | 674,970 | 223,870 | |
| Derivatives arranged with Group companies | 11 | 674,970 | 223,870 |
| Group companies and associates, non-current | 16.a | 410,952 | 368,506 |
| Deferred tax liabilities | 18 | 29,263 | 27,805 |
| Total non-current liabilities | 1,115,755 | 620,631 | |
| Current payables: | 146,601 | 213,080 | |
| Derivatives arranged with Group companies | 11 | 146,001 | 212,210 |
| Other financial liabilities | 16.b | 600 | 870 |
| Group companies and associates, current | 16.a | 49.123 | 26,498 |
| Trade and other payables: | 20,209 | 14,743 | |
| Suppliers, Group companies and associates, current | 16.d | 9,412 | 9,757 |
| Other payables | 16.d | 7,431 | 2,073 |
| Personnel (salaries payable) | 16.d | 2,993 | 2,540 |
| Public entities, other | 18 | 373 | 373 |
| Total current liabilities | 215,933 | 254,321 | |
| Total equity and liabilities | 7,380,529 | 6,927,089 |
| THOUSANDS OF EUROS | |||
|---|---|---|---|
| CONTINUING OPERATIONS | NOTE | 2015 | 2014 |
| Revenues | 21.a | 107,050 | 264,474 |
| Self-constructed assets | - | - | |
| Other operating income: | 1.128 | 251 | |
| Non-trading and other operating income | 1.128 | 251 | |
| Personnel expenses: | (14,482) | (13,327) | |
| Salaries and wages | (11,792) | (10,851) | |
| Employee benefits expense | 21.c | (2,690) | (2,476) |
| Other operating expenses: | (23,563) | (14,304) | |
| External services | 21.d | (20,015) | (14,061) |
| Taxes | (204) | (8) | |
| Other expenses | (3,344) | (235) | |
| Amortisation and depreciation | 5 and 6 | (779) | (1,096) |
| Results from operating activities | 69,354 | 235,998 | |
| Finance income: | 9 | 1,452 | 667 |
| Marketable securities and other financial instruments: | 1,452 | 667 | |
| Group companies and associates | 1,449 | 664 | |
| Other | 3 | 3 | |
| Finance costs: | 15 | (55,501) | (40,185) |
| Group companies and associates | (55,459) | (40,178) | |
| Other | (42) | (7) | |
| Change in fair value of financial instruments | 9 and 15 | 32,784 | 29,735 |
| Exchange losses | 10.e and 16.f | (32,153) | (32,558) |
| Impairment and losses on disposal of financial instruments | 8 | (2,782) | - |
| Net finance cost | (56,200) | (42,341) | |
| Profit before income tax | 13,154 | 193,657 | |
| Income tax | 18 | 18,443 | 19,047 |
| Profit from continuing operations | 31,597 | 212,704 | |
| DISCONTINUED OPERATIONS | |||
| Profit for the year | 31.597 | 212.704 |

THOUSANDS OF EUROS
| ENTITY | CAPITAL | SHARE PREMIUM |
RESERVES | SHARE CAPITAL INCREASE COSTS |
PROFIT OF THE YEAR |
TOTAL |
|---|---|---|---|---|---|---|
| Balance at 31 December 2014 | 4,361,541 | 1,228,451 | 284,011 | (34,570) | 212,704 | 6,052,137 |
| Recognised income and expense | - | - | - | - | 31,597 | 31,597 |
| Distribution of profit: | ||||||
| Reserves | - | - | 177,811 | - | (177,811) | - |
| Dividends | - | - | - | - | (34,893) | (34,893) |
| Balance at 31 December 2015 | 4,361,541 | 1,228,451 | 461,822 | (34,570) | 31,597 | 6,048,841 |
| ENTITY | CAPITAL | SHARE PREMIUM |
RESERVES | SHARE CAPITAL INCREASE COSTS |
PROFIT OF THE YEAR |
TOTAL |
|---|---|---|---|---|---|---|
| Balance at 31 December 2013 | 4,361,541 | 1,228,451 | 261,905 | (34,570) | 56,999 | 5,874,326 |
| Recognised income and expense | - | - | - | - | 212,704 | 212,704 |
| Distribution of profit: | ||||||
| Reserves | - | - | 22,106 | - | (22,106) | - |
| Dividends | - | - | - | - | (34,893) | (34,893) |
| Balance at 31 December 2014 | 4,361,541 | 1,228,451 | 284,011 | (34,570) | 212,704 | 6,052,137 |
THOUSANDS OF EUROS
| NOTE | 2015 | 2014 | |
|---|---|---|---|
| Cash flows from operating activities: | |||
| Profit for the year before tax | 13,154 | 193,657 | |
| Adjustments for: | 3,050 | 4,369 | |
| Amortisation and depreciation (+) | 5 and 6 | 779 | 1,096 |
| Change in provisions (+/-) | 14 | 120 | 450 |
| Exchange differences (+/-) | 10.d and 16.f | 32,153 | 32,558 |
| Change in fair value of financial instruments (+/-) | 15 | (32,784) | (29,735) |
| Impairment and losses on disposal of financial instruments (+/-) | 2,782 | - | |
| Changes in operating assets and liabilities: | (2,629) | (3,330) | |
| Trade and other receivables (+/-) | (5,911) | (4,188) | |
| Other current assets | (41) | (44) | |
| Trade and other payables (+/-) | 4,259 | 2,104 | |
| Other current liabilities (+/-) | (936) | (1,201) | |
| Other cash flows from operating activities: | 19,574 | 8,939 | |
| Income tax paid (received) (+/-) | 18 | 19,574 | 8,939 |
| Cash flows from operating activities | 33,149 | 203,635 | |
| Cash flows from investing activities: | |||
| Payments for investments: (-) | |||
| Group companies and associates | (90,550) | (57,233) | |
| Intangible assets | (90,524) | (57,053) | |
| Property, plant and equipment | (3) (23) |
(77) (103) |
|
| Proceeds from sale of investments: (+) | 161,797 | 107,465 | |
| Group companies and associates | 116,043 | 87,016 | |
| Other financial assets | 45,754 | 20,449 | |
| Cash flows from investing activities | 71,247 | 50,232 | |
| Cash flows from financing activities: | |||
| Proceeds from and payments for financial liability instruments: | 27,192 | (219,078) | |
| Debt issuance to Group companies (+) | 29,703 | - | |
| Redemption and repayment of payables to Group companies (-) | (2,511) | (219,078) | |
| Dividends and interest on other equity instruments paid: | (34,893) | (34,893) | |
| Dividends (-) | (34,893) | (34,893) | |
| Cash flows used in financing activities | (7,701) | (253,971) | |
| Effect of exchange rate fluctuations | |||
| 3,250 | 28 | ||
| Net decrease in cash and cash equivalents | 99,945 | (76) | |
| Cash and cash equivalents at beginning of year | 12 | 486 | 562 |
| Cash and cash equivalents at year end | 12 | 100,431 | 486 |
| 01. NATURE AND ACTIVITIES OF THE COMPANY 7 | |
|---|---|
| 02. BASIS OF PRESENTATION 8 | |
| 03. DISTRIBUTION OF PROFIT 9 | |
| 04. SIGNIFICANT ACCOUNTING POLICIES 9 | |
| 05. INTANGIBLE ASSETS 14 | |
| 06. PROPERTY, PLANT AND EQUIPMENT 15 | |
| 07. RISK MANAGEMENT POLICY 15 | |
| 08. INVESTMENTS IN EQUITY INSTRUMENTS OF GROUP COMPANIES 16 | |
| 09. FINANCIAL ASSETS BY CATEGORY 19 | |
| 10. INVESTMENTS AND TRADE RECEIVABLES 20 | |
| 11. DERIVATIVE FINANCIAL INSTRUMENTS 21 | |
| 12. CASH AND CASH EQUIVALENTS 22 | |
| 13. EQUITY 22 | |
| 14. PROVISIONS 23 | |
| 15. FINANCIAL LIABILITIES BY CATEGORY 24 | |
| 16. PAYABLES AND TRADE PAYABLES 25 | |
| 17. LATE PAYMENTS TO SUPPLIERS. "REPORTING REQUIREMENT" 27 | |
| 18. TAXATION 27 | |
| 19. ENVIRONMENTAL INFORMATION 29 | |
| 20. RELATED PARTY BALANCES AND TRANSACTIONS 30 | |
| 21. INCOME AND EXPENSES 32 | |
| 22. EMPLOYEE INFORMATION 33 | |
| 23. AUDIT FEES 33 | |
| 24. COMMITMENTS 34 | |
| 25. EVENTS AFTER THE REPORTING PERIOD 34 | |
| ANNEX 1 35 |
EDP Renováveis, S.A. (hereinafter, "the Company") was incorporated by public deed under Spanish law on 4 December 2007 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 shares in the Company 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, formerly Horizon Wind Energy, LLC) in the USA and EDP Renováveis Brasil in Brazil. 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, 12, Lisbon.
In 2012, China Three Gorges Corporation (CTG) acquired 780,633,782 ordinary shares in EDP from Parpública – Participações 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 in 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 will carry out investments totalling Brazilian Reais 385 million, including contributions of capital that have already been made and future contributions amounting to Brazilian Reais 86.8 million for construction projects. This transaction, carried out in the framework of the agreement entered into between CTG and EDP, encompasses a total of 84 MW in operation and 237 MW under construction.
The EDP Renováveis Group carried out a number of operations effective from 1 January 2013 as part of the Group's financial restructuring, aimed at maximising the efficiency of financing between Group companies by concentrating the Group's financial activities in EDP Renováveis Servicios Financieros, S.L. and transferring the financial activities carried out by the Company prior to that date to this company.
Within the framework of this restructuring, EDP Renováveis, S.A. made a non-monetary contribution of Euros 12 million to EDP Renováveis Servicios Financieros, S.L., consisting of loans extended to the subsidiaries of the EDP Renewables Europe S.L. subgroup and the loans obtained from EDP Finance BV. As part of this operation, the EDP Renováveis Group also transferred its Finances department to the new financial entity.
On 23 February 2016 the directors authorised the issue of the consolidated annual accounts of EDP Renováveis, S.A. and subsidiaries for 2015 under International Financial Reporting Standards (IFRS) (24 February 2015 for 2014), which show consolidated profit of Euros 245,491 thousand and consolidated equity of Euros 6,834,110 thousand (Euros 177,887 thousand and Euros 6,330,759 thousand in 2014). The consolidated annual accounts will be filed at the Asturias Mercantile Registry.
ANNUAL ACCOUNTS
08 2015
The annual accounts for 2015 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 2015 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 2015, authorised for issue on 23 February 2016, 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 2015 include comparative figures for 2014, which formed part of the annual accounts approved by shareholders at the annual general meeting held on 9 April 2015.
However, as permitted by the resolution issued on 29 January 2016 by the Spanish Accounting and Auditing Institute on the information to be included in the notes to annual accounts regarding average payment periods for suppliers, note 17 does not include comparative information for 2014.
The figures disclosed in the annual accounts are expressed in thousands of Euros, the Company's functional and presentation currency.
D. CRITICAL ISSUES REGARDING THE VALUATION AND ESTIMATION OF RELEVANT UNCERTAINTIES AND JUDGEMENTS USED WHEN APPLYING ACCOUNTING PRINCIPLES
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:
The Company tests investments in Group companies for impairment in circumstances where there are indications of impairment. An asset is impaired when its carrying amount exceeds its recoverable amount, the latter of which is understood as the higher of the asset's value in use and fair value less costs to sell. The Company generally uses cash flow discounting methods to calculate these values. Discounted cash flow calculations are based on projections in the budgets approved by management. The 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.
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.
Although estimates are calculated by the Company's directors based on the best information available at 31 December 2015, 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 balance sheet at 31 December 2015 shows that the Company has negative working capital of Euros 77.5 million (Euros 159.3 million in 2014). However, the Company has current liabilities totalling Euros 204 million with Group companies, of which Euros 56 million relates to current account contracts that are automatically renewable for one-year periods and Euros 139.2 million reflects the fair value of one of the derivatives arranged with EDP Energías de Portugal Sucursal en España S.A., which is used to apply hedge accounting to the investment in EDP Renewables North America, LLC. Moreover, the Company is the parent of a group of companies that generate positive operating cash flows, and as such, the directors consider that the Group will generate sufficient cash flows to meet its obligations in the short term.
Consequently, the directors have prepared these annual accounts on a going concern basis.
The proposed distribution of 2015 profit to be submitted to the shareholders for approval at their annual general meeting is as follows:
| EUROS | |
|---|---|
| Basis of allocation: | |
| Profit for the year | 31,596,861.64 |
| Retained earnings from previous years | 15,178,232.62 |
| Distribution: | |
| Legal reserve | 3,159,686.16 |
| Dividends | 43,615,408.10 |
| Total | 46,775,094.26 |
The distribution of profit and reserves of the Company for the year ended 31 December 2014, approved by the shareholders at their annual general meeting held on 9 April 2015, is as follows:
| EUROS | |
|---|---|
| Basis of allocation | |
| Profit for the year | 212.703.502,15 |
| Distribution: | |
| Legal reserve | 21.270.350,22 |
| Dividends | 34.892.326,48 |
| Voluntary reserve | 156.540.825,46 |
| Total | 212.703.502,15 |
At 31 December non-distributable reserves are as follows:
| THOUSANDS OF EUROS | ||||
|---|---|---|---|---|
| 2015 | 2014 | |||
| Non-distributable reserves: | ||||
| Legal reserve | 56,646 | 35,375 | ||
| 56,646 | 35,375 |
Profit recognized 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:
Computer software maintenance costs are charged as expenses when incurred.
C. PROPERTY, PLANT AND EQUIPMENT
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 the 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 installations | Straight-line | 10 |
| Furniture | Straight-line | 10 |
| Information technology equipment | Straight-line | 4 |
This category also 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 currency included in hedges of net investments in foreign operations are updated for 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 profits obtained from the disposal of investments, 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.
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
An asset is impaired when its carrying amount exceeds its recoverable amount, the latter of which is understood as the higher of the asset's 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, 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 a pre-tax rate that reflects the time value of money and the specific risks for which future cash flows associated with the provision have not been adjusted at each reporting date.
The financial effect of provisions is recognised as a finance cost 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 carried forward 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.
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, unless the differences arise 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.
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.
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 work 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, cash flow hedges and hedges of net investments in foreign operations. The Company has also opted to record hedges of foreign currency risk of a firm commitment as a cash flow hedge.
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 changes in the exchange of the monetary item used as the hedging instrument is recognised as exchange gains or losses in income statement. Gains or losses on investments related to the foreign currency amount of the underlying 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.
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:
THOUSANDS OF EUROS
THOUSANDS OF EUROS
| BALANCE AT 31.12.14 |
ADDITIONS | TRANSFERS | BALANCE AT 31.12.15 |
|
|---|---|---|---|---|
| Cost: | ||||
| Computer software | 5,182 | 3 | - | 5,185 |
| 5,182 | 3 | - | 5,185 | |
| Amortisation: | ||||
| Computer software | (3,754) | (497) | - | (4,251) |
| (3,754) | (497) | - | (4,251) | |
| Carrying amount | 1,428 | (494) | - | 934 |
| BALANCE AT 31.12.13 |
ADDITIONS | TRANSFERS | BALANCE AT 31.12.14 |
|
|---|---|---|---|---|
| Cost: | ||||
| Computer software | 4,419 | - | 763 | 5,182 |
| Computer software under development | 686 | 77 | (763) | - |
| 5,105 | 77 | - | 5,182 | |
| Amortisation: | ||||
| Computer software | (2,947) | (807) | - | (3,754) |
| (2,947) | (807) | - | (3,754) | |
| Carrying amount | 2,158 | (730) | - | 1,428 |
Additions in 2015 and 2014 reflect accounting management applications purchased or developed and completed during the year and that are currently in use.
At the 2015 reporting date, the Company had fully amortised intangible assets in use amounting to Euros 2,709 thousand (Euros 2,702 thousand in 2014).
At 31 December 2015 and 2014 the Company has no commitments to purchase intangible assets.
Details of property, plant and equipment and movement are as follows:
THOUSANDS OF EUROS
| BALANCE AT | ADDITIONS | BALANCE AT | ADDITIONS | BALANCE AT | |
|---|---|---|---|---|---|
| Cost: | 31.12.13 | 31.12.14 | 31.12.15 | ||
| Others Installations | 1,648 | 4 | 1,652 | - | 1,652 |
| Furniture | 59 | 19 | 78 | 2 | 80 |
| Information technology equipment | 596 | - | 596 | 596 | |
| Vehicles | - | - | - | 21 | 21 |
| 2,303 | 23 | 2,326 | 23 | 2,349 | |
| Depreciation: | |||||
| Others Installations | (580) | (165) | (745) | (165) | (910) |
| Furniture | (11) | (7) | (18) | (8) | (26) |
| Information technology equipment | (371) | (117) | (488) | (108) | (596) |
| Vehicles | - | - | - | (1) | (1) |
| (962) | (289) | (1,251) | (282) | (1,533) | |
| Carrying amount | 1,341 | (266) | 1,075 | (259) | 816 |
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 2015 reporting date (Euros 161 thousand in 2014) and comprise information technology equipment.
At 31 December 2015 and 2014 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.
At 31 December 2014 and 2013, had the Euro risen/fallen by 10% against the US Dollar, with the other variables remaining constant, the effect on pre-tax profit would have been as follows:
THOUSANDS OF EUROS
| 2015 | 2014 | |
|---|---|---|
| EUR/USD exchange rate rose by 10% | (1,019) | 84 |
| EUR/USD exchange rate fell by 10% | 1,246 | (103) |
This effect essentially derives from the translation of debt in foreign currencies.
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.
Details of financial assets exposed to credit risk are provided 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 notes 8.a, in 2015 and 2014 the Company does not have a considerable amount of remunerated 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:

Movement in Group equity instruments during 2015 and 2014 was as follows:
| 2015 | ||||||
|---|---|---|---|---|---|---|
| 31.12.2014 | ADDITIONS | DISPOSALS | CHANGES IN EXCHANGE RATES |
IMPAIR MENTS |
31.12.2015 | |
| EDP Renováveis Brasil S.A. | 40,586 | 82,105 | - | (9,390) | - | 113,301 |
| EDP Renewables Europe, S.L | 3.079,340 | - | - | - | - | 3,079,340 |
| EDP Renewables North America, LLC | 3.389,682 | - | (70,695) | 395,919 | - | 3,714,906 |
| EDP Renewables Canada, Ltd | 16,445 | 3,032 | - | (807) | - | 18,670 |
| EDP Renováveis Servicios Financieros S.A | 274,892 | - | - | - | - | 274,892 |
| EDPR PRO V S.L.R | 11 | 14 | - | - | - | 25 |
| South Africa Wind & Solar Power S.L | 3,828 | - | - | - | (2,782) | 1,046 |
| Greenwind S.A | 7 | - | - | - | - | 7 |
| Total equity instruments | 6,804,791 | 85,151 | (70,695) | 385,722 | (2,782) | 7,202,187 |
| 2014 | ||||||
|---|---|---|---|---|---|---|
| 31.12.2013 | ADDITIONS | DISPOSALS | CHANGES IN EXCHANGE RATES |
IMPAIR MENTS |
31.12.2014 | |
| EDP Renováveis Brasil S.A. | 36,690 | 3,475 | - | 421 | - | 40,586 |
| EDP Renewables Europe, S.L | 3,079,340 | - | - | - | - | 3,079,340 |
| EDP Renewables North America, LLC | 3,048,360 | - | (73,572) | 414,894 | - | 3,389,682 |
| EDP Renewables Canada, Ltd | 28,799 | - | (13,445) | 1,091 | - | 16,445 |
| EDP Renováveis Servicios Financieros S.A | 274,892 | - | - | - | - | 274,892 |
| EDPR PRO V S.L.R | 11 | - | - | - | - | 11 |
| South Africa Wind & Solar Power S.L. | 2,278 | 1,550 | - | - | - | 3,828 |
| Greenwind S.A | 7 | - | - | - | - | 7 |
| Total equity instruments | 6,470,377 | 5,025 | (87,017) | 416,406 | - | 6,804,791 |
In 2015 the Company recognised impairment of Euros 2,782 thousand as a result of the impairment test performed on the investment in South Africa Wind & Solar Power S.L. No impairment has been recognised as a result of the tests performed on the remaining investments.
Details of direct and indirect investments in Group companies are provided in Appendix I.
In 2015 and 2014 the Company financed its subsidiary EDP Renewables North America, LLC (EDPR NA) by subscribing successive share capital increases/reductions representing net share capital reductions of Euros 70,695 thousand and Euros 73,571 thousand (US Dollars 69,400 thousand and US Dollars 86,480 thousand) in 2015 and 2014.
During 2015 the Company carried out a share capital increase in EDP Renováveis Brasil S.A. amounting to Euros 41,382 thousand (Brazilian Reais 132,519 thousand). In addition to this share capital increase, in 2015 the Company acquired EDP Energías do Brasil, S.A.'s investment in EDP Renováveis Brasil S.A. for Euros 40,722 thousand (Brazilian Reais 176,000 thousand), thereby raising its interest to 100%. In 2014 the Company subscribed a share capital increase by its subsidiary EDP Renováveis Brasil S.A. totalling Euros 3,475 thousand (Brazilian Reais 11,231 thousand).
In 2015 the Company subscribed a share capital increase by EDP Renewables Canada, Ltd., totalling Euros 3,032 thousand (Canadian Dollars 4,600 thousand). In 2014 the Company reduced the share capital of EDP Renewables Canada by Euros 13,445 thousand (Canadian Dollars 19,000 thousand).
During 2014 the Company subscribed a share capital increase by South Africa Wind & Solar Power, S.L. of Euros 1,550 thousand. During 2015 the Company recognised impairment of Euros 2,782 thousand as a result of the impairment test performed on the investment in South Africa Wind & Solar Power 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 2015 and 2014 are as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 2015 | 2014 | |
| EDP Renováveis Brasil S.A. | 27,720 | 37,111 |
| EDP Renewables North America, LLC. (EDPR NA) | 3,714,906 | 3,389,682 |
| EDP Renewables Canada, Ltd | 15,638 | - |
| 3,758,264 | 3,426,793 |
Management hedges foreign currency risk arising from the Company's equity investments 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 2015 and 2014 are as follows:
| GAINS/(LOSSES) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2015 | ||||||||
| EDPR NA | EDPR BR | EDPR CA | TOTAL | |||||
| Investments in Group companies (note 11) | 395,919 | (9,390) | (807) | 385,722 | ||||
| Hedging instruments | ||||||||
| Foreign currency derivatives (note 11) | (381,491) | 8,701 | 554 | (372,236) | ||||
| Fixed rate debt in foreign currency (note 11) | (42,446) | - | - | (42,446) | ||||
| (28,018) | (689) | (253) | (28,960) |
THOUSANDS OF EUROS
| GAINS/(LOSSES) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2014 | ||||||||
| EDPR NA | EDPR BR | EDPR CA | TOTAL | |||||
| Investments in Group companies (note 11) | 414,894 | 420 | 1,091 | 416,405 | ||||
| Hedging instruments | ||||||||
| Foreign currency derivatives (note 11) | (396,338) | (280) | (1,292) | (397,910) | ||||
| Fixed rate debt in foreign currency (note 11) | (44,089) | - | - | (44,089) | ||||
| (25,533) | 140 | (201) | (25,594) |
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 Reais, Company management designated a hedging instrument comprising two EUR/BRL cross interest rate swaps for a total notional amount of Brazilian Reais 118,000 thousand, equivalent to Euros 45,403 thousand using the exchange rate at the contract date.
In 2015 Company management arranged a hedging instrument to cover the currency risk associated with its Canadian Dollar-denominated investment in EDP Renewables Canada, Ltd. This hedging instrument comprises a future arranged for a notional amount of Euros 15,812 thousand (Canadian Dollars 22,950 thousand).
The classification of financial assets, other than investments in group companies, by category and class, as well as a comparison of the fair value and the carrying amount is as follows:
| 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|
| NON-CURRENT | 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 | - | - | 2,134 | 2,134 | - | - | - | - |
| Total | - | - | 2,134 | 2,134 | - | - | - | - |
| Loans and receivables | ||||||||
| Deposits and guarantees | 4 | 4 | - | 4 | - | - | - | - |
| Other financial assets | 408 | 408 | - | 408 | 81 | 81 | - | 81 |
| Trade and other receivables | - | - | - | - | 37,252 | 37,252 | - | 37,252 |
| Total | 412 | 412 | - | 412 | 37,333 | 37,333 | - | 37,333 |
| Hedging derivatives | ||||||||
| Traded on OTC markets | - | - | 12,542 | 12,542 | - | - | 554 | 554 |
| Total | - | - | 12,542 | 12,542 | - | - | 554 | 554 |
| Total financial assets | 412 | 412 | 14,676 | 15,088 | 37,333 | 37,333 | 554 | 37,887 |
THOUSANDS OF EUROS
| 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| NON-CURRENT | 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 | - | - | 2,563 | 2,563 | - | - | 8,139 | 8,139 |
| Total | - | - | 2,563 | 2,563 | - | - | 8,139 | 8,139 |
| Loans and receivables | ||||||||
| Deposits and guarantees | 6 | 6 | - | 6 | - | - | - | - |
| Other financial assets | 322 | 322 | - | 322 | 45,352 | 45,352 | - | 45,352 |
| Trade and other receivables | - | - | - | - | 36,497 | 36,497 | - | 36,497 |
| Total | 328 | 328 | - | 328 | 81,849 | 81,849 | - | 81,849 |
| Hedging derivatives | ||||||||
| Traded on OTC markets | - | - | 4,882 | 4,882 | - | - | 4,427 | 4,427 |
| Total | - | - | 4,882 | 4,882 | - | - | 4,427 | 4,427 |
| Total financial assets | 328 | 328 | 7,445 | 7,773 | 81,849 | 81,849 | 12,566 | 94,415 |
Net losses and gains by category of financial asset are as follows:
THOUSANDS OF EUROS
| 2015 | ||||
|---|---|---|---|---|
| LOANS AND RECEIVABLES GROUP COMPANIES |
LOANS AND RECEIVABLES THIRD PARTIES |
ASSETS HELD FOR TRADING |
TOTAL | |
| Finance income at amortised cost | 2,659 | 3 | - | 2,662 |
| Dividends | 89,091 | - | - | 89,091 |
| Change in fair value | - | - | 32,784 | 32,784 |
| Net gains in profit and loss | 91,750 | 3 | 32,784 | 124,537 |
THOUSANDS OF EUROS
| 2014 | |||||||
|---|---|---|---|---|---|---|---|
| LOANS AND RECEIVABLES GROUP COMPANIES |
LOANS AND RECEIVABLES THIRD PARTIES |
ASSETS HELD FOR TRADING |
TOTAL | ||||
| Finance income at amortised cost | 1,489 | 667 | - | 2,156 | |||
| Dividends | 249,812 | - | - | 249,812 | |||
| Change in fair value | - | - | 31,851 | 31,851 | |||
| Net gains in profit and loss | 251,301 | 667 | 31,851 | 283,819 |
Details of investments in Group companies are as follows:
THOUSANDS OF EUROS
| 2015 | 2014 | ||||
|---|---|---|---|---|---|
| NON-CURRENT | CURRENT | NON-CURRENT | CURRENT | ||
| Group | |||||
| Equity instruments (note 8) | 7,202,187 | - | 6,804,791 | - | |
| Derivative financial instruments (note 11) | 14,676 | 554 | 7,445 | 12,566 | |
| Other financial assets | - | 81 | - | 45,352 | |
| 7,216,863 | 635 | 6,812,236 | 57,918 |
In 2014, other financial assets comprised current accounts with the Group, which earned daily interest settled on a monthly basis. The rate applicable to interest receivable ranged from the one-month Euribor to the six-month Euribor, plus a spread of between 0.35% and 0.50%, whilst the rate applicable to interest payable is the one-month Euribor, plus a spread of between 1.5% and 2.5%.
The contractual terms have been modified in 2015 to convert this current account into a cash pooling account, which now meets the conditions to be recognised as cash and cash equivalents in the balance sheet (see note 12).
The classification of financial assets by maturity is as follows:
THOUSANDS OF EUROS
| 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | SUB SEQUENT EVENTS |
LESS CURRENT PORTION |
TOTAL NON- -CURRENT |
|
| Deposits and guarantees | - | - | - | - | - | 4 | - | 4 |
| Other financial assets | 81 | - | - | - | - | 408 | (81) | 408 |
| Derivative financial instruments | 554 | 12,467 | 2,209 | - | - | - | (554) | 14,676 |
| Trade receivables from Group companies and associates |
22,718 | - | - | - | - | - | (22,718) | - |
| Other receivables | 14,534 | - | - | - | - | - | (14,534) | - |
| Total | 37,887 | 12,467 | 2,209 | - | - | 412 | (37,887) | 15,088 |
| THOUSANDS OF EUROS | ||||||||
| 2014 | ||||||||
| 2016 | 2017 | 2018 | 2019 | 2020 | SUB SEQUENT EVENTS |
LESS CURRENT PORTION |
TOTAL NON- -CURRENT |
|
| Deposits and guarantees | - | - | - | - | - | 6 | - | 6 |
| Other financial assets | 45,352 | - | - | - | - | 322 | (45,352) | 322 |
| Derivative financial instruments | 12,566 | - | 7,445 | - | - | - | (12,566) | 7,445 |
| Trade receivables from Group companies and associates |
16,852 | - | - | - | - | - | (16,852) | - |
| Other receivables | 19,645 | - | - | - | - | - | (19,645) | - |
Total 94,415 - 7,445 - - 328 (94,415) 7,773
Details of trade and other receivables are as follows:
| CURRENT | ||
|---|---|---|
| 2015 | 2014 | |
| Group: | 37,142 | 36,431 |
| Trade receivables | 22,718 | 16,852 |
| Other receivables | 14,424 | 19,579 |
| Unrelated parties: | 110 | 66 |
| Other receivables | 110 | 66 |
| Total | 37,252 | 36,497 |
Trade receivables from Group companies in 2015 and 2014 essentially reflect the balance receivable under management support service contracts arranged with EDP Renewables Europe S.L.U and EDP Renewables North America, LLC during 2013 (see note 20 (b)).
Other receivables from Group companies in 2015 comprise balances receivable from the Parent, EDP Energias de Portugal, S.A., Sucursal en España, for income tax amounting to Euros 14,424 thousand (Euros 19,579 thousand in 2014), as the Company files consolidated tax returns (see note 18).
Details of exchange differences recognised in profit or loss in relation to financial instruments, distinguishing between settled and outstanding transactions, are as follows:
THOUSANDS OF EUROS
| 2015 | 2014 | |||
|---|---|---|---|---|
| SETTLED | OUTSTANDING | SETTLED | OUTSTANDING | |
| Hedged investments in Group companies | (4,800) | 385,722 | - | 416,405 |
| Hedging derivatives of net investments in foreign operations | 1,043 | 8,213 | - | (1,572) |
| Other financial assets | (329) | (3,228) | 622 | (7,674) |
| Trade and other receivables | (67) | (47) | (38) | (35) |
| Cash and cash equivalents | - | (21) | - | (28) |
| Total financial assets | (4,153) | 390,637 | 584 | 407,096 |
Details of derivative financial instruments are as follows:
THOUSANDS OF EUROS
| 2015 | ||||||
|---|---|---|---|---|---|---|
| ASSETS | LIABILITIES | |||||
| NON-CURRENT | CURRENT | NON-CURRENT | CURRENT | |||
| Hedging derivatives | ||||||
| a) Fair value hedges | ||||||
| Net investment hedging swaps (note 8) | 12,542 | 554 | 672,836 | 139,247 | ||
| Total | 12,542 | 554 | 672,836 | 139,247 | ||
| Derivatives held for trading and at fair value through profit or loss | ||||||
| b) Foreign currency derivatives | ||||||
| Forward exchange contracts | 2,134 | - | 2,134 | 6,754 | ||
| Total | 2,134 | - | 2,134 | 6,754 | ||
| Total derivatives | 14,676 | 554 | 674,970 | 146,001 |
| 2014 | ||||||
|---|---|---|---|---|---|---|
| ASSETS | LIABILITIES | |||||
| NON-CURRENT | CURRENT | NON-CURRENT | CURRENT | |||
| Hedging derivatives | ||||||
| a) Fair value hedges | ||||||
| Net investment hedging swaps (note 8) | 4,882 | 4,427 | 221,307 | 212,210 | ||
| Total | 4,882 | 4,427 | 221,307 | 212,210 | ||
| Derivatives held for trading and at fair value through profit or loss | ||||||
| b) Foreign currency derivatives | ||||||
| Forward exchange contracts | 2,563 | 8,139 | 2,563 | - | ||
| Total | 2,563 | 8,139 | 2,563 | - | ||
| Total derivatives | 7,445 | 12,566 | 223,870 | 212,210 |
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:
| GAINS/ (LOSSES) | ||
|---|---|---|
| 2015 | 2014 | |
| Forward exchange contracts: | ||
| Net investment hedging swaps (note 8) | (372,236) | (397,910) |
| Fixed rate debt (note 8) | (42,446) | (44,089) |
| Investments in Group companies (note 8) | 385,722 | 416,405 |
| (28,960) | (25,594) |
In 2015 and 2014, the Company had arranged two cross interest rate swaps with EDP R Polska S.P Z.O.O and Relax Wind Park III S.P Z.O.O for a total notional amount of Polish Zloty 235,069 thousand, equivalent to Euros 57,000 thousand, and two further cross interest rate swaps with EDP Energías de Portugal, S.A. that are inverse to the former swaps, for the same amount. The fair value of these instruments is recognised as an asset under non-current investments in Group companies and associates for an amount of Euros 2,134 thousand (Euros 2,563 thousand in 2014), and as a liability under non-current payables for an amount of Euros 2,134 thousand (Euros 2,563 thousand in 2014), as presented in notes 10 (a) and 16 (a).
In 2015 and 2014 the Company has futures contracts on the US Dollar exchange rate for a notional amount of US Dollars 329,000 thousand in both years, equivalent to Euros 308,949 thousand (Euros 262,885 thousand in 2014). The fair value of this instrument, which amounts to Euros 6,754 thousand, is recognised as a liability under current payables (Euros 8,098 thousand under assets in 2014), as presented in note 16 (a).
The Company arranged a futures contract on Romanian Leu for a notional amount of Euros 14,081 thousand in 2014. The fair value of this instrument, which amounts to Euros 41 thousand, is recognised under current investments in Group companies and associates, as presented in note 10 (a). In 2015 these futures contracts have been settled at a loss of Euros 112 thousand which has been recognised in the income statement under change in fair value of equity instruments.
Details of cash and cash equivalents are as follows:
THOUSANDS OF EUROS
| 2015 | 2014 | |
|---|---|---|
| Cash in hand and at banks | 660 | 486 |
| Cash equivalents | 99,771 | - |
| 100,431 | 486 |
In accordance with the terms of the contract signed by the parties on 1 June 2015, cash and cash equivalents at 31 December 2015 include the balance of the US Dollar current account with EDPR Servicios Financieros S.A. of Euros 99,771 thousand.
Details of equity and movement during 2015 and 2014 are shown in the statement of changes in equity.
At 31 December 2015 and 2014, 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, and 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 2015 and 2014 are as follows:
| 2015 | ||
|---|---|---|
| COMPANY | NUMBER OF SHARES | PERCENTAGE 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% | |
| 2014 | ||
| COMPANY | NUMBER OF SHARES | PERCENTAGE OWNERSHIP |
| EDP - Energías de Portugal, S.A. Sucursal en España | 541,027,156 | 62,02% |
| Hidroeléctrica del Cantábrico, S.A. | 135,256,700 | 15,51% |
| Others (shares quoted on the Lisbon stock exchange) | 196,024,306 | 22,47% |
In 2007 and 2008 the Company carried out several share capital increases that were subscribed through non-monetary contributions comprising 100% of the shares in EDPR NA and EDP Renewables Europe, S.L.U.
These contributions availed of the special tax treatment for mergers, spin-offs, transfers of assets and exchanges of securities foreseen in Section VII, Chapter VIII of Royal Legislative Decree 4/2004 of 5 March 2004 which approved the Revised Spanish Income Tax Law. 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 share 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 2015 and 2014, 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 share capital increase, which have been recognised in this item net of the tax effect.
Movement in provisions in 2015 and 2014 reflect allowances of Euros 120 and 450, respectively, made with a charge to personnel expenses
In 2015 and 2014, the amount recognised as a provision is the 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:
| 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|
| NON-CURRENT | 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 | |
| Liabilities held for trading: | ||||||||
| Derivative financial instruments | - | - | 2,134 | 2,134 | - | - | 6,754 | 6,754 |
| Total | - | - | 2,134 | 2,134 | - | - | 6,754 | 6,754 |
| Debts and payables: | ||||||||
| Group companies: | ||||||||
| Fixed rate | 410,952 | 417,499 | - | 410,952 | - | - | - | - |
| Variable rate | - | - | - | - | 49,123 | 49,123 | - | 49,123 |
| Other financial liabilities | - | - | - | - | 600 | 600 | - | 600 |
| Trade and other payables | - | - | - | 20,209 | 20,209 | - | 20,209 | |
| Total | 410,952 | 417,499 | - | 410,952 | 69,932 | 69,932 | - | 69,932 |
| Hedging derivatives: | ||||||||
| Traded on OTC markets | - | - | 672,836 | 672,836 | - | - | 139,247 | 139,247 |
| Total | - | - | 672,836 | 672,836 | - | - | 139,247 | 139,247 |
| Total financial Liabilities | 410,952 | 417,499 | 674,970 | 1,085,922 | 69,932 | 69,932 | 146,001 | 215,933 |
In 2015 the Company obtained two loans from EDP Renováveis Brasil S.A. for a total amount of Brazilian Reais 106,756 thousand, equivalent to Euros 24,760 thousand at 31 December 2015 (see note 16 (c).

Net losses and gains by financial liability category are as follows:
| 2015 | ||||
|---|---|---|---|---|
| DEBTS AND PAYABLES GROUP COMPANIES |
DEBTS AND PAYABLES THIRD PARTIES |
LIABILITIES HELD FOR TRADING |
TOTAL | |
| Finance costs at amortised cost | 55,459 | 42 | - | 55,501 |
| Change in fair value | - | - | 428 | 428 |
| Total | 55,459 | 42 | 428 | 55,929 |
| 2014 | ||||
|---|---|---|---|---|
| DEBTS AND PAYABLES GROUP COMPANIES |
DEBTS AND PAYABLES THIRD PARTIES |
LIABILITIES HELD FOR TRADING |
TOTAL | |
| Finance costs at amortised cost | 40,178 | 7 | - | 40,185 |
| Change in fair value | - | - | 2,116 | 2,116 |
| Total | 40,178 | 7 | 2,116 | 42,301 |
Details of Group companies are as follows:
THOUSANDS OF EUROS
| 2015 | 2014 | |||
|---|---|---|---|---|
| NON- CURRENT | CURRENT | NON-CURRENT | CURRENT | |
| Group | ||||
| Group companies | 410,952 | 24,760 | 368,506 | - |
| Interest | - | 471 | - | 94 |
| Derivative financial instruments (note 11) | 674,970 | 146,001 | 223,870 | 212,210 |
| Current account with Group companies | - | 23,892 | - | 26,404 |
| Total | 1,085,922 | 195,124 | 592,376 | 238,708 |
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 the one-month Euribor to the six-month Euribor, plus a spread of between 0.1% and 0.35%, whilst the rate applicable to interest payable is the one-month Euribor, plus a spread of between 1.4% and 1.8%.
At 31 December 2015 and 2014, the non-current payables included in Group companies reflect fixed-interest loans obtained from EDP Finance BV amounting to US Dollars 447,403 thousand (see note 8).
Current account with Group companies at 31 December 2015 reflects two floating-rate loans from EDP Renováveis Brasil S.A. amounting to Brazilian Reais 106,756 thousand.
The terms and conditions of loans and payables are as follows:
| 2015 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT | ||||||||||
| TYPE | MATURITY | NOMINAL | NON- CURRENT | |||||||
| CURRENCY EFFECTIVE RATE NOMINAL RATE |
AMOUNT | CURRENT | ||||||||
| Group | Brazilian Real | 6m Libor +3% | 6m Libor +3% | 2016 | 24,760 | 24,760 | - | |||
| Group | US Dollars | 4,57% | 4,57% | 2018 | 410,952 | - | 410,952 | |||
| Total | 435,712 | 24,760 | 410,952 | |||||||
| THOUSANDS OF EUROS | ||||||||||
| 2014 | ||||||||||
| CARRYING AMOUNT | ||||||||||
| TYPE | CURRENCY EFFECTIVE RATE | NOMINAL RATE | MATURITY | NOMINAL AMOUNT |
CURRENT | NON- CURRENT | ||||
| Group | US Dollars | 4,57% | 4,57% | 2018 | 368,506 | - | 368,506 |
Total 368,506 - 368,506
Details of trade and other payables are as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| CURRENT | ||
| 2015 | 2014 | |
| Group | ||
| Suppliers | 9,412 | 9,757 |
| Payables | 1,663 | 1,106 |
| Total | 11,075 | 10,863 |
| Unrelated parties | ||
| Trade payables | 5,768 | 967 |
| Salaries payable | 2,993 | 2,540 |
| Public entities, other (note 18) | 373 | 373 |
| Total | 9,134 | 3,880 |
| Total | 20,209 | 14,743 |
Suppliers, Group companies in 2015 and 2014 mainly comprise expenses invoiced by EDP Energías de Portugal, S.A. and EDP Energías de Portugal, S.A. (Sucursal en España), primarily for management and IT 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 1,663 thousand in 2015 (Euros 1,106 thousand in 2014) (see note 18).
The classification of financial liabilities by maturity is as follows:
| 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | SUBSEQUENT EVENTS |
LESS CURRENT PORTION |
TOTAL NON CURRENT |
|
| Derivative financial instruments | 139,247 | 2,134 | 614,389 | 58,447 | - | - | (139,247) | 674,970 |
| Group companies and associates | 49,123 | - | 410,952 | - | - | (49,123) | 410,952 | |
| Other financial liabilities | 600 | - | - | - | - | - | (600) | - |
| Trade and other payables | 19,836 | - | - | - | - | - | (19,836) | - |
| Total financial liabilities | 208,806 | 2,134 | 1,025,341 | 58,447 | - | - | (208,806) | 1,085,922 |
THOUSANDS OF EUROS
| 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2015 | 2016 | 2017 | 2018 | 2019 | SUBSEQUENT EVENTS |
LESS CURRENT PORTION |
TOTAL NON CURRENT |
|
| Derivative financial instruments | 212,210 | - | 2,563 | 197,385 | 23,922 | - | (212,210) | 223,870 |
| Group companies and associates | 26,498 | - | - | 368,506 | - | - | (26,498) | 368,506 |
| Other financial liabilities | 870 | - | - | - | - | - | (870) | - |
| Trade and other payables | 14,370 | - | - | - | - | - | (14,370) | - |
| Total financial liabilities | 253,948 | - | 2,563 | 565,891 | 23,922 | - | (253,948) | 592,376 |
Details of exchange differences recognised in profit or loss in relation to financial instruments, distinguishing between settled and outstanding transactions, are as follows:
| THOUSANDS OF EUROS | ||||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||
| SETTLED | OUTSTANDING | SETTLED | OUTSTANDING | |||
| Group companies and associates, non-current | - | (37,503) | - | (44,089) | ||
| Hedging derivatives of net investments in foreign operations | (2,925) | (378,566) | - | (396,338) | ||
| Trade and other payables | 357 | - | 190 | - | ||
| Total financial liabilities | (2,568) | (416,069) | 190 | (440,427) |
Law 3/2004 of 29 December 2004 established measures to combat late payment in commercial transactions. It was amended by additional provision three of Law 15/2010 of 5 July 2010, which was itself amended by the Spanish Companies Act (SCA) on the improvement of corporate governance. On 3 December 2014, the SCA was amended by final provision two of Law 31/2014 of 3 December 2014, which requires all commercial companies to expressly disclose payment terms to suppliers in the notes to the annual accounts.
The following table shows the average payment period for suppliers, payment period for settled transactions, payment period for outstanding transactions, total amount paid and total amount outstanding at the reporting date:
| 2015 | |
|---|---|
| DAYS | |
| Average payment period for suppliers | 47 |
| Payment period for settled transactions | 65 |
| Payment period for outstanding transactions | 12 |
| AMOUNT | |
| Total amount paid | 18,108 |
| Total amount outstanding | 9,467 |
Details of balances with public entities are as follows:
THOUSANDS OF EUROS
| 2015 | 2014 | |||
|---|---|---|---|---|
| NON- CURRENT | CURRENT | NON- CURRENT | CURRENT | |
| Assets | ||||
| Deferred tax assets | 23,108 | - | 17,007 | - |
| Total | 23,108 | - | 17,007 | - |
| Liabilities | ||||
| Deferred tax liabilities | 29,263 | - | 27,805 | - |
| Social Security | - | 185 | - | 192 |
| Withholdings | - | 188 | - | 181 |
| Total | 29,263 | 373 | 27,805 | 373 |
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 2015 the Company has recognised income tax receivable of Euros 14,424 thousand (Euros 19,579 thousand in 2014) and VAT payable of Euros 1,663 thousand (Euros 1,106 thousand receivable in 2014). These amounts have been recognised under other receivables and other payables in the balance sheet (see notes 10 (d) and 16 (d)).
At the date of preparation of these annual accounts, the consolidated tax group's income taxes for 2009 to 2011 are being inspected by the taxation authorities. The VAT returns for June 2010 to December 2011 are also being inspected. The directors of the Company do not expect that this tax inspection will have any impact on the equity of the Company.
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, and the tax inspections currently underway, at 31 December 2015 the Company has the following main applicable taxes open to inspection:
| TAX | YEARS OPEN TO INSPECTION |
|---|---|
| Income tax | 2009-2014 |
| Value added tax | 2010-2015 |
| Personal income tax | 2012-2015 |
| Capital gains tax | 2012-2015 |
| Tax on Economic Activities | 2012-2015 |
| Social Security | 2012-2015 |
| Non-residents | 2012-2015 |
Due to different possible interpretations of prevailing tax legislation, additional tax liabilities could arise in the event of 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 the taxable income/tax loss is as follows:
THOUSANDS OF EUROS
| 2015 | |||
|---|---|---|---|
| INCOME STATEMENT | |||
| INCREASES | DECREASES | NET | |
| Profit for the year | 31,597 | ||
| Income tax | (18,443) | ||
| Profit before income tax | 13,154 | ||
| Permanent differences | |||
| Individual company | 5,840 | (16,730) | (10,890) |
| Consolidation adjustments | - | (72,361) | (72,361) |
| Temporary differences: | |||
| originating in current year | - | - | - |
| originating in prior years | - | (5,902) | (5,902) |
| Tax loss | (75,999) |
THOUSANDS OF EUROS
| 2014 | |||
|---|---|---|---|
| INCOME STATEMENT | |||
| INCREASES | DECREASES | NET | |
| Profit for the year | 212,704 | ||
| Income tax | (19,047) | ||
| Profit before income tax | 193,657 | ||
| Permanent differences | |||
| Individual company | 2 | - | 2 |
| Consolidation adjustments | - | (249,812) | (249,812) |
| Temporary differences: | |||
| originating in current year | 329 | - | 329 |
| originating in prior years | - | (9,440) | (9,440) |
| Tax loss | (65,264) |
Decreases in permanent differences in 2015 mainly reflect dividends of Euros 21,884 thousand (Euros 249,812 thousand in 2014) received from EDP Renewables Europe S.L.U., Euros 50,477 thousand from EDP Renováveis Servicios Financieros S.A. and Euros 16,730 thousand from EDP Renováveis Brasil S.A. Increases in permanent differences in 2015 reflect impairment of the investment held in South Africa Wind & Solar Power S.L. and other provisions.
Decreases due to temporary differences in 2015 and 2014 mainly reflect the tax amortisation of the financial goodwill of EDPR NA.
The relationship between the tax expense and accounting profit for the year is as follows:
| 2015 | |||
|---|---|---|---|
| PROFIT AND LOSS | EQUITY | TOTAL | |
| Profit for the year before tax | 13,154 | - | 13,154 |
| Tax at 28% | 3,683 | - | 3,683 |
| Non-deductible expenses | |||
| Provisions | 1,635 | - | 1,635 |
| Non-taxable income | |||
| Dividends | (24,945) | - | (24,945) |
| Withholdings at source (dividends in Brazil) | 620 | 620 | |
| Prior years' adjustments | 5 | 5 | |
| Effect of tax rate reduction under Law 27/2014 | 559 | - | 559 |
| Income tax expense | (18,443) | - | (18,443) |
THOUSANDS OF EUROS
| 2014 | |||
|---|---|---|---|
| PROFIT AND LOSS | EQUITY | TOTAL | |
| Profit for the year before tax | 193,657 | - | 193,657 |
| Tax at 28% | 58,097 | - | 58,097 |
| Non-deductible expenses | |||
| Provisions | 1 | - | 1 |
| Non-taxable income | |||
| Dividends | (74,943) | - | (74,943) |
| Effect of tax rate reduction under Law 27/2014 | (2,202) | - | (2,202) |
| Income tax expense | (19,047) | - | (19,047) |
Details of the income tax expense are as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 2015 | 2014 | |
| Current tax | ||
| Present year | (21,280) | (19,579) |
| Prior years' adjustments | 5 | - |
| Withholdings at source (dividends in Brazil) | 620 | - |
| Total | (20,655) | (19,579) |
| Deferred tax | ||
| Source and reversal of temporary differences | ||
| Tax amortization of EDPR NA goodwill | 1,633 | 1,750 |
| Salaries payable and other items | 20 | 984 |
| Effect of tax rate reduction under Law 27/2014 | 559 | (2,202) |
| Total | 2,212 | 532 |
| Total | (18,443) | (19,047) |
THOUSANDS OF EUROS
THOUSANDS OF EUROS
| ASSETS | LIABILITIES | NET | ||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |
| Tax losses carry-forward | 6,121 | 6,121 | ||||
| Tax amortisation of EDPR NA goodwill | - | (29,263) | (27,805) | (29,263) | (27,805) | |
| Salaries payable and other items | 188 | 208 | - | 188 | 208 | |
| Limited deductibility of finance costs under RD 12/2012 | 16,799 | 16,799 | - | 16,799 | 16,799 | |
| Total assets/liabilities | 23,108 | 17,007 | (29,263) | (27,805) | (6,155) | (10,798) |
Details of deferred tax assets and liabilities that are expected to be realised or reversed in periods exceeding 12 months are as follows:
| 2015 | 2014 | |
|---|---|---|
| Tax losses carry-forward | 6,121 | (26,172) |
| Tax amortisation of EDPR NA goodwill | (29,263) | 16,799 |
| Limited deductibility of finance costs under RD 12/2012 | 16,799 | 9,373 |
| Net | (6,343) | 9,373 |
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 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 16.
Details of balances by category are as follows:
THOUSANDS OF EUROS
| 2015 | ||||
|---|---|---|---|---|
| PARENT | GROUP COMPANIES |
DIRECTORS | TOTAL | |
| Non-current investments in Group companies | - | 7,202,187 | - | 7,202,187 |
| Derivatives | 14,676 | - | - | 14,676 |
| Total non-current assets | 14,676 | 7,202,187 | - | 7,216,863 |
| Trade and other receivables | 14,424 | 22,718 | - | 37,142 |
| Current investments | - | 81 | - | 81 |
| Derivatives | 554 | - | - | 554 |
| Cash | - | 99,771 | - | 99,771 |
| Total current assets | 14,978 | 122,570 | - | 137,548 |
| Total assets | 29,654 | 7,324,757 | - | 7,354,411 |
| Non-current payables (derivatives) | 451,840 | 223,130 | - | 674,970 |
| Group companies and associates, non-current | - | 410,952 | - | 410,952 |
| Total non-current liabilities | 451,840 | 634,082 | - | 1,085,922 |
| Current accounts with Group companies | - | 49,123 | - | 49,123 |
| Current payables | 146,083 | 518 | - | 146,601 |
| Trade and other payables | 7,978 | 1,434 | - | 9,412 |
| Total current liabilities | 154,061 | 51,075 | - | 205,136 |
| Total liabilities | 605,901 | 685,157 | - | 1,291,058 |
THOUSANDS OF EUROS
| 2014 | ||||
|---|---|---|---|---|
| PARENT | GROUP COMPANIES |
DIRECTORS | TOTAL | |
| Non-current investments in Group companies | - | 6,804,791 | - | 6,804,791 |
| Derivatives | 7,445 | - | - | 7,445 |
| Total non-current assets | 7,445 | 6,804,791 | - | 6,812,236 |
| Trade and other receivables | 19,644 | 16,852 | - | 36,496 |
| Current investments | - | 45,352 | - | 45,352 |
| Derivatives | 4,467 | 8,063 | - | 12,566 |
| Total current assets | 24,111 | 70,303 | - | 94,414 |
| Total assets | 31,556 | 6,875,094 | - | 6,906,650 |
| Non-current payables (derivatives) | 129,982 | 93,888 | - | 223,870 |
| Group companies and associates, non-current | - | 368,506 | - | 368,506 |
| Total non-current liabilities | 129,982 | 462,394 | - | 592,376 |
| Current accounts with Group companies | - | 26,498 | - | 26,498 |
| Current payables | 213,058 | 22 | - | 213,080 |
| Trade and other payables | 7,403 | 2,354 | - | 9,757 |
| Total current liabilities | 220,461 | 28,874 | - | 249,335 |
| Total liabilities | 350,443 | 491,268 | - | 841,711 |
At 31 December 2015 and 2014 all derivative financial instruments held by the Company have been arranged with Group companies.
The Company's transactions with related parties are as follows:
| 2015 | |||
|---|---|---|---|
| GROUP COMPANIES | DIRECTORS | TOTAL | |
| Income | |||
| Other services rendered | 16,747 | - | 16,747 |
| Finance income (notes 9 and 21 (a)) | 1,212 | - | 1,212 |
| Dividends (notes 9 and 21 (a)) | 89,091 | - | 89,091 |
| Total | 107,050 | - | 107,050 |
| Expenses | |||
| Operating lease expenses and royalties | (638) | - | (638) |
| Other services received | (8,800) | - | (8,800) |
| Personnel expenses | |||
| Salaries | - | (1,300) | (1,300) |
| Finance costs (note 15) | (55,459) | - | (55,459) |
| Total | (64,897) | (1,300) | (66,197) |
| 2014 | |||
|---|---|---|---|
| GROUP COMPANIES | DIRECTORS | TOTAL | |
| Income | |||
| Other services rendered | 13,173 | - | 13,173 |
| Finance income (notes 9 and 21 (a)) | 1,489 | - | 1,489 |
| Dividends (notes 9 and 21 (a)) | 249,812 | - | 249,812 |
| Total | 264,474 | - | 264,474 |
| Expenses | |||
| Operating lease expenses and royalties | (780) | - | (780) |
| Other services received | (6,670) | - | (6,670) |
| Personnel expenses | |||
| Salaries | - | (1,750) | (1,750) |
| Finance costs (note 15) | (40,178) | - | (40,178) |
| Total | (47,628) | (1,750) | (49,378) |
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., EDP Renováveis Servicios Financieros, S.L. and EDP Renováveis Brasil 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.
C. INFORMATION ON THE COMPANY'S DIRECTORS AND KEY MANAGEMENT PERSONNEL
In 2015 the directors of the Company have accrued remuneration of Euros 689 thousand (Euros 674 thousand in 2014) 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 1,089 thousand in 2015 and Euros 1,107 thousand in 2014 (fixed and variable remuneration) as other services, under external services in the accompanying income statement.
Due to the expiry of their secondment contracts, the members of the executive committee who are also directors (Rui Teixeira, Finance Director in 2014 up to April 2015, Miguel Amaro, Finance Director since May 2015, and João Paulo Costeira, Director of Operations for EU, Brazil and South Africa) signed new employment contracts with EDP Energias de Portugal SA Sucursal en España. In 2015 the monetary remuneration received under these contracts was Euros 610 thousand (Euros 1,076 thousand in 2014), for which the Company was invoiced by EDP Energías de Portugal, S.A. Sucursal en España for executive duties carried out at the Company. No significant non-monetary remuneration was paid in 2015 or 2014. 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 2015 or 2014.
D. TRANSACTIONS OTHER THAN ORDINARY BUSINESS OR UNDER TERMS DIFFERING FROM MARKET CONDITIONS CARRIED OUT BY THE DIRECTORS OF THE COMPANY
In 2015 and 2014 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:
| THOUSANDS OF EUROS | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| DOMESTIC | REST OF EUROPE | USA | BRAZIL | TOTAL | ||||||
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |
| Other Services | 13,153 | 9,799 | - | - | 3,594 | 3,374 | - | - | 16,747 | 13,173 |
| Financial Income | 72,737 | 249,812 | 836 | 1,489 | - | - | 16,730 | - | 90,303 | 251,301 |
| Total | 85,890 | 259,611 | 836 | 1,489 | 3,594 | 3,374 | 16,730 | - | 107,050 | 264,474 |
Details of income and expenses denominated in foreign currencies are as follows:
THOUSANDS OF EUROS
| 2015 | 2014 | |
|---|---|---|
| Expenses | ||
| Financial instruments | (18,770) | (16,134) |
| Finance costs | (18,770) | (16,134) |
| Net | (18,770) | (16,134) |
The Company's main foreign currency transactions are carried out in US Dollars
Details of employee benefits expense are as follows:
| 2015 | 2014 | |
|---|---|---|
| Employee benefits expense | ||
| Social Security payable by the Company | 1,835 | 1,694 |
| Other employee benefits expenses | 855 | 782 |
| Total | 2,690 | 2,476 |
Details of external services are as follows:
| 2015 | 2014 | |
|---|---|---|
| Leases | 815 | 974 |
| Independent professional services | 6,421 | 2,753 |
| Advertising and publicity | 1,313 | 515 |
| Other services | 11,466 | 9,819 |
| Total | 20,015 | 14,061 |
Leases mainly include the rental of the Company's offices. There are no non-cancellable payments at 31 December 2015 and 2014.
Other services primarily include management support, communications and maintenance expenses, as well as travel costs.
At 31 December 2015 the Company has commitments to purchase external services amounting to Euros 1,351 thousand within one year (Euros 2,024 thousand in 2014). It has no commitments to purchase any external services within two years (Euros 127 thousand in 2014).
The average headcount of the Company in 2015 and 2014, distributed by category, is as follows.
NUMBER
| 2015 | 2014 | |
|---|---|---|
| Management | 20 | 16 |
| Senior technicians | 104 | 96 |
| Technicians | 10 | 11 |
| Administrative staff | 10 | 8 |
| Total | 144 | 131 |
At year end the distribution by gender of Company personnel is as follows:
NUMBER
| 2015 | 2014 | |||
|---|---|---|---|---|
| MALE | FEMALE | MALE | FEMALE | |
| Management | 14 | 8 | 11 | 6 |
| Senior technicians | 64 | 38 | 62 | 33 |
| Technicians | 9 | 2 | 8 | 3 |
| Administrative staff | 5 | 5 | 5 | 2 |
| Total | 92 | 53 | 86 | 44 |
In 2015 sixteen members of the board of directors are male and one is female (seventeen male in 2014).
KPMG Auditores, S.L., the auditors of the individual and consolidated annual accounts of the Company, and other individuals and companies related to the auditors as defined by Royal Legislative Decree 1/2011 of 1 July 2011 which approved the revised Audit Law, have invoiced the Company the following net fees for professional services during the years ended 31 December 2015 and 2014:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 2015 | 2014 | |
| Audit services, individual and consolidated annual accounts | 64 | 38 |
| Audit-related services | 787 | 73 |
| Assurance services | 3 | 3 |
| Review services for internal control over financial reporting | 157 | 162 |
| Other services | 338 | 61 |
| Total | 1,349 | 337 |
The amounts detailed in the above table include the total fees for services rendered in 2015 and 2014
Audit-related services include quarterly limited review services and services relating to the held off establishment of a YieldCo that would be listed on the Spanish stock exchange and composed by a number of European subsidiaries of the Company.
Other companies related to KPMG International have invoiced the Company as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 2015 | 2014 | |
| Audit services, consolidated annual accounts | - | 54 |
| Other services | 10 | 10 |
| Total | 10 | 64 |
At 31 December 2015 the Company has deposited guarantees with financial institutions on behalf of Group companies amounting to Euros 552 million (Euros 301 million in 2014), including guarantees of US Dollars 198 million (US Dollars 183 million in 2014).
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.
EDP RENOVAVEIS, S.A. INFORMATION ON INVESTMENTS IN GROUP COMPANIES 31 DECEMBER 2015
| % | % | TaHOUSANDS OF EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY |
NET PROFIT CONTINUING |
TOTAL | TOTAL EQUITY |
| EDP Renewables Europe, S.L.U | Oviedo, Spain | 100% | - | KPMG | Holding company | 249,499 | 2,106,911 | ITEMS 1,470 |
OPERATIONS 85,856 |
85,856 | 2,443,736 |
| EDP Renovables España, S.L. | Spain | - | 100% | KPMG | Holding company, construction and wind energy production |
36,861 | 640,387 | - | 13,351 | 13,351 | 690,599 |
| EDPR Polska, Sp.z.o.o. | Poland | - | 100% | KPMG | Holding company and wind energy production | 215,499 | (6,152) | - | (14,645) | (14,645) | 194,702 |
| Tarcan, B.V | Netherlands | - | 100% | KPMG | Holding company | 20 | 14,647 | - | 5,088 | 5,088 | 19,755 |
| Greenwind, S.A. | Belgium | 0.02% | 99.98% | KPMG | Wind energy production | 24,924 | 12,079 | (498) | 6,182 | 6,182 | 42,687 |
| EDPR France Holding SAS | France | - | 100% | KPMG | Holding company | 8,500 | (5,495) | - | (5,254) | (5,254) | (2,249) |
| EDP Renewables SGPS, S.A. | Portugal | - | 100% | KPMG | Holding company | 50 | 30,363 | - | 123,900 | 123,900 | 154,313 |
| EDP Renewables Belgium, S.A | Belgium | - | 100% | KPMG | Holding company | 62 | (723) | - | (105) | (105) | (766) |
| EDPR Portugal , S.A. | Portugal | - | 51% | KPMG | Holding company and wind energy production | 7,500 | 29,192 | 6,116 | 50,593 | 50,593 | 93,401 |
| EDPR PT - Promoção e Operação, S.A | Portugal | - | 100% | KPMG | Wind power: Wind farm development | 50 | 157 | - | (540) | (540) | (333) |
| EDP Renewables France, SAS | France | - | 51% | KPMG | Holding company | 151,704 | (30,106) | - | 2,317 | 2,317 | 123,915 |
| EDPR Romania S.R.L | Romania | - | 85% | KPMG | Wind energy production | - | (3,702) | - | (5,216) | (5,216) | (8,918) |
| EDPR Ro Pv, SRL | Romania | 0.03% | 99.97% | KPMG | Wind energy production | 55,935 | (1,905) | - | (549) | (549) | 53,481 |
| Cernavoda Power, SRL | Romania | - | 85% | KPMG | Wind energy production | 83,454 | (19,494) | (6,876) | 688 | 688 | 57,772 |
| VS Wind Farm S.A. | Romania | - | 85% | KPMG | Wind energy production | 4,998 | (2,308) | - | (5,197) | (5,197) | (2,507) |
| Pestera Wind Farm, S.A. | Romania | - | 85% | KPMG | Wind energy production | 67,111 | (24,568) | (4,438) | (126) | (126) | 37,979 |
| S. C. Ialomita Power SRL | Romania | - | 99.99% | KPMG | Wind energy production | 191,219 | (23,738) | - | (1,647) | (1,647) | 165,834 |
| Sibioara Wind Farm | Romania | - | 85% | KPMG | Wind energy production | 20,361 | (4,969) | - | (7,726) | (7,726) | 7,666 |
| Vanju Mare Solar, SRL | Romania | - | 100% | KPMG | Photovoltaic energy production | 9,611 | 235 | - | 857 | 857 | 10,703 |
| Studina Solar, SRL | Romania | - | 100% | KPMG | Photovoltaic energy production | 7,988 | 1,384 | - | 904 | 904 | 10,276 |
| Cujmir Solar, SRL. | Romania | - | 100% | KPMG | Photovoltaic energy production | 10,393 | 1,270 | - | 1,215 | 1,215 | 12,878 |
| Potelu Solar, SRL | Romania | - | 100% | KPMG | Photovoltaic energy production | 7,574 | 1,153 | - | 827 | 827 | 9,554 |
| Foton Delta, SRL | Romania | - | 100% | KPMG | Photovoltaic energy production | 3,556 | 823 | - | 261 | 261 | 4,640 |
| Foton Epsilon, SRL | Romania | - | 100% | KPMG | Photovoltaic energy production | 4,302 | 2,165 | - | 696 | 696 | 7,163 |
| Gravitangle-Fotovoltaica Unipessoal, Lda | Portugal | - | 100% | KPMG | Photovoltaic energy production | 5 | 1,550 | - | 453 | 453 | 2,008 |
| EDP Renewables Italia, S.r.l | Italy | - | 100% | KPMG | Holding company and wind energy production | 34,439 | 968 | - | (4,631) | (4,631) | 30,776 |
| EDPR UK Limited | Kingdom United |
- | 100% | KPMG | Holding company | 6,394 | 54,372 | - | (2,479) | (2,479) | 58,287 |
| EDP Renováveis Servicios Financieros. S.A | Spain | 70.01% | 29.99% | KPMG | Other economic activities | 84,691 | 315,780 | - | 19,327 | 19,327 | 419,798 |
| Desarrollos Eólicos de Galicia, S.A. | Coruña, Spain | - | 100% | KPMG | Wind energy production | 6,130 | 6,202 | 433 | (113) | (113) | 12,652 |
| Desarrollos Eólicos de Tarifa, S.A.U | Cadiz, Spain | - | 100% | KPMG | Wind energy production | 5,800 | 6,120 | - | 140 | 140 | 12,060 |
| Desarrollos Eólicos de Corme, S.A. | Seville, Spain | - | 100% | KPMG | Wind energy production | 3,666 | 5,651 | - | 94 | 94 | 9,411 |
| Desarrollos Eólicos Buenavista, S.A.U | Cadiz, Spain | - | 100% | KPMG | Wind energy production | 1,712 | 3,613 | 471 | 29 | 29 | 5,825 |
| Desarrollos Eólicos de Lugo, S.A.U. | Lugo, Spain | - | 100% | KPMG | Wind energy production | 7,761 | 15,186 | - | 2,762 | 2,762 | 25,709 |
| Desarrollos Eólicos de Rabosera, S.A. | Zaragoza, Spain |
- | 100% | KPMG | Wind energy production | 7,561 | 9,029 | - | 1,184 | 1,184 | 17,774 |
| Desarrollos Eólicos Almarchal S.A.U. | Seville, Spain | - | 100% | KPMG | Wind energy production | 2,061 | 3,960 | (86) | 214 | 214 | 6,149 |
| Desarrollos Eólicos Dumbria S.A.U. | Coruña, Spain | - | 100% | KPMG | Wind energy production | 61 | 14,205 | - | 2,814 | 2,814 | 17,080 |
| Parque Eólico Santa Quiteria, S.L. | Zaragoza, Spain |
- | 83.96% | KPMG | Wind energy production | 63 | 19,237 | - | 590 | 590 | 19,890 |
| % | % | TaHOUSANDS OF EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY ITEMS |
NET PROFIT CONTINUING OPERATIONS |
TOTAL | TOTAL EQUITY |
| Eólica La Janda, SL | Madrid, Spain | - | 100% | KPMG | Wind energy production | 4,525 | 10,802 | - | 8,046 | 8,046 | 23,373 |
| Eólica Guadalteba, S.L. | Seville, Spain | - | 100% | KPMG | Wind energy production | 1,460 | 6,091 | - | 9,165 | 9,165 | 16,716 |
| Eólica Muxía, S.L. | La Coruña, Spain |
- | 100% | Unaudited | Wind energy production | 23,480 | 11 | - | 39 | 39 | 23,530 |
| Eólica Fontesilva, S.L. | La Coruña, Spain |
- | 100% | KPMG | Wind energy production | 6,860 | 4,579 | - | 1,114 | 1,114 | 12,553 |
| EDPR Yield S.A | Seville, Spain | - | 100% | Unaudited | Wind energy production | 116,641 | 1,047,043 | - | (35,720) | (35,720) | 1,127,964 |
| Eólica Curiscao Pumar, S.A. | Madrid, Spain | - | 100% | KPMG | Wind energy production | 60 | 113 | - | 2,875 | 2,875 | 3,048 |
| Parque Eólico Altos del Voltoya S.A. | Madrid, Spain | - | 92.50% | KPMG | Wind energy production | 6,434 | 16,027 | 83 | 45 | 45 | 22,589 |
| Eólica La Brújula, S.A | Madrid, Spain | - | 84.90% | KPMG | Wind energy production | 3,294 | 13,468 | - | 1,691 | 1,691 | 18,453 |
| Eólica Arlanzón S.A. | Madrid, Spain | - | 77.50% | KPMG | Wind energy production | 4,509 | 8,365 | (6) | 260 | 260 | 13,128 |
| Eólica Campollano S.A. | Madrid, Spain | - | 75% | KPMG | Wind energy production | 6,560 | 18,130 | (52) | 372 | 372 | 25,010 |
| Parque Eólico Belchite S.L. | Zaragoza, Spain |
- | 100% | KPMG | Wind energy production | 3,600 | 3,409 | - | 267 | 267 | 7,276 |
| Parque Eólico La Sotonera S.L. | Zaragoza, Spain |
- | 69.84% | KPMG | Wind energy production | 2,000 | 5,705 | - | 292 | 292 | 7,997 |
| Korsze Wind Farm, Sp.z.o.o. | Poland | - | 100% | KPMG | Wind energy production | 10,832 | (1,711) | - | 7,014 | 7,014 | 16,135 |
| Eólica Don Quijote, S.L. | Madrid, Spain | - | 100% | KPMG | Wind energy production | 3 | 259 | - | 1,318 | 1,318 | 1,580 |
| Eólica Dulcinea, S.L. | Madrid, Spain | - | 100% | KPMG | Wind energy production | 10 | 171 | - | 938 | 938 | 1,119 |
| Eólica Sierra de Ávila, S.L. | Madrid, Spain | - | 100% | KPMG | Wind energy production | 12,977 | 20,272 | - | (184) | (184) | 33,065 |
| Eólica de Radona, S.L. | Madrid, Spain | - | 100% | KPMG | Wind energy production | 22,088 | 17 | - | 960 | 960 | 23,065 |
| Eólica Alfoz, S.L. | Madrid, Spain | - | 100% | KPMG | Wind energy production | 8,480 | 17,002 | - | 5,638 | 5,638 | 31,120 |
| Eólica La Navica, SL | Madrid, Spain | - | 100% | KPMG | Wind energy production | 10 | 1,419 | - | 1,460 | 1,460 | 2,889 |
| Investigación y Desarrollo de Energías Renovables, S.L. | León, Spain | - | 100% | KPMG | Wind energy production | 29,451 | (3,635) | - | 2,690 | 2,690 | 28,506 |
| Radzeijów wind farm Sp.z.o.o. | Poland | - | 100% | KPMG | Wind energy production | 7,696 | (1,354) | - | (520) | (520) | 5,822 |
| MFW Neptun Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 61 | (43) | - | (3) | (3) | 15 |
| MFW Gryf Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 61 | (43) | - | (3) | (3) | 15 |
| MFW Pomorze Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 61 | (43) | - | (3) | (3) | 15 |
| J&Z Wind Farms Sp.z.o.o. | Poland | - | 60% | KPMG | Wind energy production | 4,048 | 5,748 | 18,554 | 542 | 542 | 28,892 |
| Parques Eólicos del Cantábrico, S.A. | Oviedo, Spain | - | 100% | KPMG | Wind energy production | 9,080 | 27,966 | - | (1,604) | (1,604) | 35,442 |
| Wincap, S.r.l | Italy | - | 100% | KPMG | Wind energy production | 2,550 | 1,234 | - | (38) | (38) | 3,746 |
| Renovables Castilla La Mancha, S.A. | Madrid, Spain | - | 90% | KPMG | Wind energy production | 60 | 995 | - | 741 | 741 | 1,796 |
| Eólica La Manchuela, S.l.U | Albacete, Spain |
- | 100% | KPMG | Wind energy production | 1,142 | 1,369 | - | (114) | (114) | 2,397 |
| Monts de la Madeleine Energie, SAS | France | - | 100% | KPMG | Wind energy production | 37 | (5) | - | (4) | (4) | 28 |
| Monts du Forez Energie, SAS | France | - | 100% | KPMG | Wind energy production | 37 | (9) | - | (5) | (5) | 23 |
| Pietragalla Eólico, S.R.L. | Italy | - | 100% | KPMG | Wind energy production | 15 | 4,205 | - | 1,899 | 1,899 | 6,119 |
| Bourbriac II SAS | France | - | 100% | KPMG | Wind energy production | 1 | - | - | (3) | (3) | (2) |
| Parc Eolien de Montagne Fayel S.A.S | France | - | 100% | KPMG | Wind energy production | 37 | (98) | - | 367 | 367 | 306 |
| Molen Wind II Sp.z.o.o. | Poland | - | 65.07% | KPMG | Wind energy production | 4 | 9,463 | 1,081 | 46 | 46 | 10,594 |
| Laterza Wind, SRL | Italy | - | 100% | Unaudited | Wind energy production | 17 | (13) | - | (4) | (4) | - |
The accompanying notes form an integral part of the annual accounts for 2015
EDP RENOVAVEIS, S.A. INFORMATION ON INVESTMENTS IN GROUP COMPANIES 31 DECEMBER 2015
| % | % | TaHOUSANDS OF EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY ITEMS |
NET PROFIT CONTINUING OPERATIONS |
TOTAL | TOTAL EQUITY |
| Acampo Arias, SL | Spain | - | 100% | KPMG | Wind energy production | 3,314 | 152 | - | 740 | 740 | 4,206 |
| SOCPE Sauvageons, SARL | France | - | 75.99% | KPMG | Wind energy production | 1 | (149) | - | 175 | 175 | 27 |
| SOCPE Le Mee, SARL | France | - | 75.99% | KPMG | Wind energy production | 1 | 7 | - | 165 | 165 | 173 |
| SOCPE Petite Piece, SARL | France | - | 75.99% | KPMG | Wind energy production | 1 | 83 | - | 42 | 42 | 126 |
| NEO Plouvien, S.A.S. | France | - | 51% | KPMG | Wind energy production | 5,040 | (3,069) | - | 190 | 190 | 2,161 |
| CE Patay, SAS | France | - | 26.01% | KPMG | Wind energy production | 140 | 4,799 | (267) | 1,107 | 1,107 | 5,779 |
| Relax Wind Park III, Sp.z.o.o. | Poland | - | 100% | KPMG | Wind energy production | 16,616 | (9,566) | - | (3,242) | (3,242) | 3,808 |
| Relax Wind Park I, Sp.z.o.o. | Poland | - | 100% | KPMG | Wind energy production | 12,975 | (1,795) | (4,510) | 5,738 | 5,738 | 12,408 |
| Relax Wind Park IV, Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 1,252 | (1,142) | - | 1 | 1 | 111 |
| Relax Wind Park II, Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 973 | (797) | - | (16) | (16) | 160 |
| EDPR Renovaveis Cantabria,S.L | Madrid, Spain | - | 100% | Unaudited | Wind energy production | 300 | (54) | - | (1,360) | (1,360) | (1,114) |
| Neo Energia Aragon, S.L | Spain | - | 100% | Unaudited | Wind energy production | 10 | (3) | - | (1) | (1) | 6 |
| Eólica Garcimuñoz SL | Spain | - | 100% | KPMG | Wind energy production | 4,060 | 10,565 | - | (682) | (682) | 13,943 |
| Compañía Eólica Campo de Borja, SA | Spain | - | 100% | KPMG | Wind energy production | 858 | 305 | - | 46 | 46 | 1,209 |
| Desarrollos Catalanes del Viento, SL | Spain | - | 100% | KPMG | Wind energy production | 10,993 | 19,725 | - | (360) | (360) | 30,358 |
| Parque Eólico Los Cantales, SLU | Spain | - | 100% | KPMG | Wind energy production | 1,963 | 1,352 | - | 1,066 | 1,066 | 4,381 |
| Castellaneta Wind, SRL | Italy | - | 100% | Unaudited | Wind energy production | 16 | (13) | - | (4) | (4) | (1) |
| Parques de Generación Eólica, SL | Spain | - | 100% | KPMG | Wind energy production | 1,924 | 1,815 | (2,595) | 804 | 804 | 1,948 |
| CE Saint Barnabé, SAS | France | - | 26.01% | KPMG | Wind energy production | 100 | 2,757 | (306) | 759 | 759 | 3,310 |
| E Segur, SAS | France | - | 26.01% | KPMG | Wind energy production | 115 | 3,136 | (311) | 689 | 689 | 3,629 |
| Eolienne D´Etalondes, SARL | France | - | 100% | Unaudited | Wind energy production | 1 | (41) | - | (3) | (3) | (43) |
| Eolienne de Saugueuse, SARL | France | - | 26.01% | KPMG | Wind energy production | 1 | 492 | - | 492 | 492 | 985 |
| Parc Eolien Dammarie, SARL | France | - | 100% | KPMG | Wind energy production | 1 | (165) | - | (53) | (53) | (217) |
| Parc Éoline de Tarzy, S.A.R.L | France | - | 51% | KPMG | Wind energy production | 1,505 | 229 | - | 360 | 360 | 2,094 |
| Parc Eolien des Longs Champs, SARL | France | - | 100% | Unaudited | Wind energy production | 1 | (79) | - | (4) | (4) | (82) |
| Parc Eolien de Mancheville, SARL | France | - | 100% | Unaudited | Wind energy production | 1 | (51) | - | (3) | (3) | (53) |
| Parc Eolien de Roman, SARL | France | - | 51% | KPMG | Wind energy production | 1 | (594) | - | 808 | 808 | 215 |
| Parc Eolien des Vatines, SAS | France | - | 26.01% | KPMG | Wind energy production | 841 | (2,197) | (571) | 526 | 526 | (1,401) |
| Parc Eolien de La Hetroye, SAS | France | - | 100% | KPMG | Wind energy production | 37 | (40) | - | (3) | (3) | (6) |
| Eolienne de Callengeville, SAS | France | - | 100% | KPMG | Wind energy production | 37 | (35) | - | (2) | (2) | - |
| Parc Eolien de Varimpre, SAS | France | - | 26.01% | KPMG | Wind energy production | 37 | (993) | (645) | 573 | 573 | (1,028) |
| Parc Eolien du Clos Bataille, SAS | France | - | 26.01% | KPMG | Wind energy production | 410 | (1,531) | (501) | 300 | 300 | (1,322) |
| Eólica de Serra das Alturas, SA | Portugal | - | 25.55% | KPMG | Wind energy production | 50 | 3,893 | - | 1,126 | 1,126 | 5,069 |
| Malhadizes- Energia Eólica, SA | Portugal | - | 51% | KPMG | Wind energy production | 50 | 1,134 | - | 1,622 | 1,622 | 2,806 |
| Eólica de Montenegrelo, Lda | Portugal | - | 25.55% | KPMG | Wind energy production | 50 | 6,978 | - | 2,134 | 2,134 | 9,162 |
The accompanying notes form an integral part of the annual accounts for 2015.
| % | % | TaHOUSANDS OF EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY ITEMS |
NET PROFIT CONTINUING OPERATIONS |
TOTAL | TOTAL EQUITY |
| Eólica da Alagoa, SA | Portugal | - | 30.60% | KPMG | Wind energy production | 50 | 2,520 | 782 | 1,934 | 1,934 | 5,286 |
| Aplica. Indust de Energias Limpias S.L | Spain | - | 61.50% | Unaudited | Wind energy production | 131 | 1,235 | - | - | - | 1,366 |
| Aprofitament D´Energies Renovables de la Tierra Alta S.A |
Spain | - | 60.63% | Unaudited | Wind energy production | 1,994 | (1,092) | - | 3 | 3 | 905 |
| Bon Vent de L´Ebre S.L.U | Spain | - | 100% | KPMG | Wind energy production | 12,600 | 2,298 | - | 2,188 | 2,188 | 17,086 |
| Parc Eólic Coll de la Garganta S.L | Spain | - | 100% | KPMG | Wind energy production | 6,018 | 10,856 | - | (1,228) | (1,228) | 15,646 |
| Parc Eólic Serra Voltorera S.L. | Spain | - | 100% | KPMG | Wind energy production | 3,458 | 6,481 | - | 2 | 2 | 9,941 |
| Elektrownia Wiatrowa Kresy I Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 20 | 17,678 | - | (763) | (763) | 16,935 |
| Moray Offshore renewables limited | Kingdom United |
- | 66.64% | KPMG | Wind energy production | 9,931 | 1,305 | 1,561 | (5,460) | (5,460) | 7,337 |
| Centrale Eolienne Canet –Pont de Salaras S.A.S | France | - | 25.98% | KPMG | Wind energy production | 125 | 1,237 | (512) | 469 | 469 | 1,319 |
| Centrale Eolienne de Gueltas Noyal Pontiv y S.A.S | France | - | 26.01% | KPMG | Wind energy production | 761 | 2,844 | - | 557 | 557 | 4,162 |
| Villa Castelli Wind, S.r.l. | Italy | - | 100% | KPMG | Wind energy production | 100 | 10,295 | - | 2,406 | 2,406 | 12,801 |
| Centrale Eolienne Neo Truc de L´Homme ,S.A.S | France | - | 51% | KPMG | Wind energy production | 3,831 | (203) | - | (369) | (369) | 3,259 |
| Vallee de Moulin SARL | France | - | 51% | KPMG | Wind energy production | 8,001 | (419) | - | 465 | 465 | 8,047 |
| Mardelle SARL | France | - | 51% | KPMG | Wind energy production | 3,001 | (412) | - | 203 | 203 | 2,792 |
| Quinze Mines SARL | France | - | 24.99% | KPMG | Wind energy production | 1 | (2,123) | - | (369) | (369) | (2,491) |
| Desarrollos Eólicos de Teruel SL | Spain | - | 51% | Unaudited | Wind energy production | 60 | - | - | - | - | 60 |
| Par Eólic de Coll de Moro S.L. | Spain | - | 100% | KPMG | Wind energy production | 7,809 | 3,230 | (4,239) | (507) | (507) | 6,293 |
| Par Eólic de Torre Madrina S.L. | Spain | - | 100% | KPMG | Wind energy production | 7,755 | 6,671 | (3,906) | 17 | 17 | 10,537 |
| Parc Eolic de Vilalba dels Arcs S.L. | Spain | - | 100% | KPMG | Wind energy production | 3,066 | 4,703 | (1,807) | 464 | 464 | 6,426 |
| Bon Vent de Vilalba, SL | Spain | - | 100% | KPMG | Wind energy production | 3,600 | 341 | - | 1,479 | 1,479 | 5,420 |
| Bon Vent de Corbera, SL | Spain | - | 100% | KPMG | Wind energy production | 7,255 | 11,903 | - | 1,803 | 1,803 | 20,961 |
| Masovia Wind Farm I Sp.z.o.o. | Poland | - | 100% | KPMG | Wind energy production | 351 | 14,102 | - | 18 | 18 | 14,471 |
| Farma wiaStarozbery Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 130 | 4,057 | - | (15) | (15) | 4,172 |
| Rowy-Karpacka mala Energetyka, Sp.z.o.o. | Poland | - | 85% | Unaudited | Wind energy production | 14 | (262) | - | (27) | (27) | (275) |
| EDPR Italia holding | Italy | - | 100% | KPMG | Wind energy production | 347 | 101 | - | (4,104) | (4,104) | (3,656) |
| Re plus, S.r.l. | Italy | - | 80% | Unaudited | Wind energy production | 100 | (236) | - | (2,970) | (2,970) | (3,106) |
| EDPR RO Trading SRL | Romania | 0.01% | 99.99% | Unaudited | Energy supply | 1,678 | (191) | - | (20) | (20) | 1,467 |
| Telford Offshore Windfarm Limited | Kingdom United |
- | 66.64% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Maccoll Offshore Windfarm Limited | Kingdom United |
- | 66.64% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Stevenson Offshore Windfarm Limited | Kingdom United |
- | 66.64% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Parc Eolien de Preuseville S.A.R.L | France | - | 100% | KPMG | Wind energy production | 1 | (194) | - | 439 | 439 | 246 |
| Iberia Aprovechamientos Eólicos, SAU | Spain | - | 94% | KPMG | Wind energy production | 1,919 | 359 | - | 420 | 420 | 2,698 |
| Parc Éolien de Boqueho-Pouagat SAS | France | - | 100% | KPMG | Wind energy production | 1 | - | - | (1) | (1) | - |
| Parc Éolien de Francourville SAS | France | - | 100% | KPMG | Wind energy production | 1 | (1) | - | (40) | (40) | (40) |
| Parc Eolien d´Escardes SAS | France | - | 100% | KPMG | Wind energy production | 1 | - | - | (47) | (47) | (46) |
| Molino de Caragüeyes, S.L. | Spain | - | 100% | KPMG | Wind energy production | 180 | 49 | - | 38 | 38 | 267 |
The accompanying notes form an integral part of the annual accounts for 2015
EDP RENOVAVEIS, S.A. INFORMATION ON INVESTMENTS IN GROUP COMPANIES 31 DECEMBER 2015
| % | % | TaHOUSANDS OF EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY ITEMS |
NET PROFIT CONTINUING OPERATIONS |
TOTAL | TOTAL EQUITY |
| Stirlingpower, Unipessoal Lda. | Portugal | - | 100% | Unaudited | Photovoltaic energy production | - | - | - | - | - | - |
| EDPR PT - Parques Eólicos, S.A. | Portugal | - | 100% | KPMG | Holding company and wind energy production | 9,079 | 48,497 | (28,366) | (2) | (2) | 29,208 |
| Eólica do Alto da Lagoa, S.A. | Portugal | - | 100% | Mazars | Wind energy production | 50 | 4,249 | (1,246) | 935 | 935 | 3,988 |
| Eólica das Serras das Beiras, S.A. | Portugal | - | 100% | Mazars | Wind energy production | 50 | 12,889 | (7,300) | 2,426 | 2,426 | 8,065 |
| Eólica do Cachopo, S.A. | Portugal | - | 100% | Mazars | Wind energy production | 50 | 3,388 | - | 969 | 969 | 4,407 |
| Eólica do Castelo, S.A. | Portugal | - | 100% | Mazars | Wind energy production | 50 | 1,170 | - | 174 | 174 | 1,394 |
| Eólica da Coutada, S.A. | Portugal | - | 100% | Mazars | Wind energy production | 50 | 19,276 | (7,767) | 3,283 | 3,283 | 14,842 |
| Eólica do Espigão, S.A. | Portugal | - | 100% | Mazars | Wind energy production | 50 | 7,391 | (1,701) | 1,448 | 1,448 | 7,188 |
| Eólica da Lajeira, S.A. | Portugal | - | 100% | Mazars | Wind energy production | 50 | 583 | - | 752 | 752 | 1,385 |
| Eólica do Alto do Mourisco, S.A. | Portugal | - | 100% | Mazars | Wind energy production | 50 | 2,794 | (1,113) | 508 | 508 | 2,239 |
| Eólica dos Altos dos Salgueiros-Guilhado, S.A. | Portugal | - | 100 | Mazars | Wind energy production | 50 | 1,174 | (466) | 94 | 94 | 852 |
| Eólica do Alto da Teixosa, S.A. | Portugal | - | 100 | Mazars | Wind energy production | 50 | 3,563 | (1,764) | 251 | 251 | 2,100 |
| Eólica da Terra do Mato, S.A. | Portugal | - | 100 | Mazars | Wind energy production | 50 | 3,621 | (2,440) | 301 | 301 | 1,532 |
| Eólica do Velão, S.A. | Portugal | - | 100 | Mazars | Wind energy production | 50 | 1,135 | - | 733 | 733 | 1,918 |
| EDPR Yield Portugal Services, Unipessoal Lda. | Portugal | - | 100 | KPMG | Rendering of services | 5 | - | - | (5) | (5) | - |
| TACA Wind, S.r.l. | Italy | - | 100 | KPMG | Wind energy production | 1,160 | - | - | (13) | (13) | 1,147 |
| Vientos de Coahuila, S.A. de C.V. | Mexico | 0.01 | 99.99 | Unaudited | Wind energy production | - | - | - | 8 | 8 | 8 |
| EDPR Yield Spain Services, S.L.U. | Spain | - | 100 | Unaudited | Rendering of services | 3 | - | - | (55) | (55) | (52) |
| EDPR Yield France Services, S.A.S. | France | - | 100 | KPMG | Rendering of services | - | - | - | - | - | - |
| - | - | - | - | - | - | ||||||
| EDP Renewables North America, LLC | Texas | 100% | KPMG | Holding company | 3,702,190 | (85,519) | 5,790 | (85,228) | 3,537,233 | 3,537,233 | |
| Wind Turbine Prometheus, LP | California | - | 100% | Unaudited | Wind energy production | 6 | (6) | - | - | - | - |
| Lost Lakes Wind Farm LLC | Minnesota | - | 100% | KPMG | Wind energy production | 150,380 | (10,177) | - | 81 | 140,284 | 140,284 |
| Quilt Block Wind Farm, LLC | Minnesota | - | 100% | Unaudited | Wind energy production | 6,604 | (18) | - | - | 6,586 | 6,586 |
| Whitestone Wind Purchasing, LLC | Texas | - | 100% | Unaudited | Wind energy production | 2,513 | (1,116) | - | 41 | 1,438 | 1,438 |
| Blue Canyon Windpower V, LLC | Oklahoma | - | 100% | KPMG | Wind energy production | 90,647 | 40,824 | - | 3,849 | 135,320 | 135,320 |
| Sagebrush Power Partners, LLC | Washington | - | 100% | KPMG | Wind energy production | 168,482 | (29,551) | - | 1,553 | 140,484 | 140,484 |
| Marble River, LLC | New York | - | 100% | Unaudited | Wind energy production | 253,292 | 16,145 | - | 5,115 | 274,552 | 274,552 |
| Blackstone Wind Farm, LLC | Illinois | - | 100% | Unaudited | Wind energy production | 112,425 | (3,450) | - | 424 | 109,399 | 109,399 |
| Aroostook Wind Energy LLC | Maine | - | 100% | Unaudited | Wind energy production | 28,964 | (139) | - | (4,789) | 24,036 | 24,036 |
| Jericho Rise Wind Farm LLC | New York | - | 100% | Unaudited | Wind energy production | 8,632 | (42) | - | (1) | 8,589 | 8,589 |
| Martinsdale Wind Farm LLC | Colorado | - | 100% | Unaudited | Wind energy production | 3,193 | (29) | - | - | 3,164 | 3,164 |
| Signal Hill Wind Power Project LLC | Colorado | - | 100% | Unaudited | Wind energy production | 4 | (4) | - | - | - | - |
| Tumbleweed Wind Power Project LLC | Colorado | - | 100% | Unaudited | Wind energy production | 4 | (4) | - | - | - | - |
| Stinson Mills Wind Farm, LLC | Colorado | - | 100% | Unaudited | Wind energy production | 3,633 | (91) | - | - | 3,542 | 3,542 |
The accompanying notes form an integral part of the annual accounts for 2015.
| % | % | TaHOUSANDS OF EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY ITEMS |
NET PROFIT CONTINUING OPERATIONS |
TOTAL | TOTAL EQUITY |
| OPQ Property LLC | Illinois | - | 100% | Unaudited | Wind energy production | - | 160 | - | - | 160 | 160 |
| Meadow Lake Wind Farm, LLC | Indiana | - | 100% | Unaudited | Wind energy production | 225,180 | (13,107) | - | 465 | 212,538 | 212,538 |
| Wheatfield Wind Power Project, LLC | Oregon | - | 100% | KPMG | Wind energy production | 43,932 | 34,077 | - | 3,947 | 81,956 | 81,956 |
| High Trail Wind Farm, LLC | Illinois | - | 100% | KPMG | Wind energy production | 237,412 | 32,877 | - | 9,121 | 279,410 | 279,410 |
| Madison Windpower LLC | New York | - | 100% | KPMG | Wind energy production | 12,616 | (6,664) | - | (1,012) | 4,940 | 4,940 |
| Mesquite Wind, LLC | Texas | - | 100% | KPMG | Wind energy production | 156,875 | 53,514 | - | 3,042 | 213,431 | 213,431 |
| BC2 Maple Ridge Wind LLC | Texas | - | 100% | KPMG | Wind energy production | 260,366 | 4,564 | - | (4,503) | 260,427 | 260,427 |
| Blue Canyon Windpower II LLC | Oklahoma | - | 100% | KPMG | Wind energy production | 109,663 | 23,751 | - | 930 | 134,344 | 134,344 |
| Telocaset Wind Power Partners, LLC | Oregon | - | 100% | KPMG | Wind energy production | 74,420 | 38,386 | 326 | 3,986 | 117,118 | 117,118 |
| Post Oak Wind, LLC | Texas | - | 100% | KPMG | Wind energy production | 186,825 | 56,840 | - | 5,054 | 248,719 | 248,719 |
| High Prairie Wind Farm II, LLC | Minnesota | - | 100% | KPMG | Wind energy production | 95,814 | 7,272 | 412 | 3,467 | 106,965 | 106,965 |
| Old Trail Wind Farm, LLC | Illinois | - | 100% | KPMG | Wind energy production | 258,652 | 17,285 | 2,575 | 10,253 | 288,765 | 288,765 |
| Cloud County Wind Farm, LLC | Kansas | - | 100% | KPMG | Wind energy production | 220,363 | 12,287 | - | 2,230 | 234,880 | 234,880 |
| Pioneer Prairie Wind Farm I, LLC | Iowa | - | 100% | KPMG | Wind energy production | 368,323 | 27,256 | 8,032 | 15,382 | 418,993 | 418,993 |
| Arlington Wind Power Project LLC | Oregon | - | 100% | KPMG | Wind energy production | 114,623 | 11,725 | - | (441) | 125,907 | 125,907 |
| Rail Splitter | Illinois | - | 100% | KPMG | Wind energy production | 197,481 | (29,534) | - | (5,123) | 162,824 | 162,824 |
| Meadow Lake Wind Farm II LLC | Texas | - | 100% | KPMG | Wind energy production | 161,049 | (11,612) | - | (1,966) | 147,471 | 147,471 |
| Meadow Lake Wind Farm IV LLC | Indiana | - | 100% | Unaudited | Wind energy production | 105,615 | (4,780) | - | (1,440) | 99,395 | 99,395 |
| Lexington Chenoa Wind Farm III LLC | Illinois | - | 100% | Unaudited | Wind energy production | 242,993 | (11,993) | - | 3,555 | 234,555 | 234,555 |
| Saddleback Wind Power Project LLC | Texas | - | 100% | Unaudited | Wind energy production | 2,182 | (394) | - | (1) | 1,787 | 1,787 |
| Meadow Lake Windfarm III LLC | Indiana | - | 100% | Unaudited | Wind energy production | 119,409 | (3,326) | - | 672 | 116,755 | 116,755 |
| Lexington Chenoa Wind Farm LLC | Illinois | - | 100% | Unaudited | Wind energy production | 10,916 | (38) | - | - | 10,878 | 10,878 |
| Lexington Chenoa Wind Farm II LLC | Illinois | - | 100% | Unaudited | Wind energy production | 551 | (551) | - | - | - | - |
| Paulding Wind Farm LLC | Ohio | - | 100% | Unaudited | Wind energy production | 3 | (6) | - | - | (3) | (3) |
| Paulding Wind Farm II LLC | Ohio | - | 100% | KPMG | Wind energy production | 132,524 | 19,185 | - | 4,305 | 156,014 | 156,014 |
| Antelope Ridge Wind Power Project LLC | Texas | - | 100% | Unaudited | Wind energy production | 11,773 | (106) | - | (11,669) | (2) | (2) |
| Blackstone Wind Farm III LLC | Texas | - | 100% | Unaudited | Wind energy production | 5,725 | (116) | - | (5,634) | (25) | (25) |
| Meadow Lake Wind Farm V, LLC | Indiana | - | 100% | Unaudited | Wind energy production | 3,777 | (10) | - | - | 3,767 | 3,767 |
| Waverly Wind Farm LLC | Kansas | - | 100% | Unaudited | Wind energy production | 78,432 | (49) | - | 330 | 78,713 | 78,713 |
| Blue Canyon Windpower VI LLC | Texas | - | 100% | KPMG | Wind energy production | 123,617 | 5,286 | - | 602 | 129,505 | 129,505 |
| Paulding Wind Farm III LLC | Ohio | - | 100% | Unaudited | Wind energy production | 19,351 | (222) | - | (70) | 19,059 | 19,059 |
| Sustaining Power Solutions, L.L.C. | Texas | - | 100% | Unaudited | Wind energy production | 3,997 | (1,151) | - | (3,396) | (550) | (550) |
| Headwaters Wind Farm LLC | Indiana | - | 100% | Unaudited | Wind energy production | 307,017 | 1,247 | - | 8,272 | 316,536 | 316,536 |
| Green Power Offsets, L.L.C. | Texas | - | 100% | Unaudited | Wind energy production | 12 | (9) | - | (2) | 1 | 1 |
| Rising Tree Wind Farm, L.L.C. | California | - | 100% | KPMG | Wind energy production | 133,031 | (26) | - | 3,218 | 136,223 | 136,223 |
| Arbuckle Mountain, L.L.C. | Oklahoma | - | 100% | KPMG | Wind energy production | 64,484 | (10) | - | 318 | 64,792 | 64,792 |
| Hidalgo Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | 9,320 | (14) | - | - | 9,306 | 9,306 |
The accompanying notes form an integral part of the annual accounts for 2015
EDP RENOVAVEIS, S.A. INFORMATION ON INVESTMENTS IN GROUP COMPANIES 31 DECEMBER 2015
| % | % | TaHOUSANDS OF EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY ITEMS |
NET PROFIT CONTINUING OPERATIONS |
TOTAL | TOTAL EQUITY |
| Rising Tree Wind Farm II, L.L.C. | Texas | - | 100% | KPMG | Wind energy production | 31,825 | (8) | - | 17 | 31,834 | 31,834 |
| Rising Tree Wind Farm III, L.L.C. | California | - | 100% | KPMG | Wind energy production | 143,678 | (19) | - | 3,007 | 146,666 | 146,666 |
| Wheatfield Wind Power Project, LLC | Oregon | - | 51% | KPMG | Wind energy production | 43,960 | (14) | - | (14) | 43,932 | 43,932 |
| Arkwright Summit Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | 12,315 | - | - | (9) | 12,306 | 12,306 |
| Lone Valley Solar Park I, L.L.C. | California | - | 100% | Unaudited | Wind energy production | 27,381 | 282 | - | 518 | 28,181 | 28,181 |
| Lone Valley Solar Park II, L.L.C. | California | - | 100% | Unaudited | Wind energy production | 49,996 | 639 | - | 1,551 | 52,186 | 52,186 |
| 2007 Vento I, LLC | Texas | - | 100% | KPMG | Wind energy production | 721,535 | 12,524 | - | 3,666 | 737,725 | 737,725 |
| 2007 Vento II, LLC | Texas | - | 100% | KPMG | Wind energy production | 629,777 | (4,091) | - | (170) | 625,516 | 625,516 |
| 2008 Vento III, LLC | Texas | - | 100% | KPMG | Wind energy production | 719,964 | (4,286) | - | (558) | 715,120 | 715,120 |
| 2009 Vento IV, LLC | Texas | - | 100% | KPMG | Wind energy production | 199,334 | (659) | - | (128) | 198,547 | 198,547 |
| 2009 Vento V, LLC | Texas | - | 100% | KPMG | Wind energy production | 93,318 | (654) | - | (128) | 92,536 | 92,536 |
| 2009 Vento VI, LLC | Texas | - | 100% | KPMG | Wind energy production | 151,291 | (523) | - | (114) | 150,654 | 150,654 |
| 2010 Vento VII, LLC | Texas | - | 100% | KPMG | Wind energy production | 162,736 | (448) | - | (113) | 162,175 | 162,175 |
| 2010 Vento VIII, LLC | Texas | - | 100% | KPMG | Wind energy production | 169,787 | (613) | - | (113) | 169,061 | 169,061 |
| 2011 Vento IX, LLC | Texas | - | 100% | KPMG | Wind energy production | 135,265 | (369) | - | (112) | 134,784 | 134,784 |
| 2011 Vento X, LLC | Texas | - | 100% | KPMG | Wind energy production | 125,144 | (330) | - | (112) | 124,702 | 124,702 |
| 2014 Vento XI, LLC | Texas | - | 100% | KPMG | Wind energy production | 310,470 | - | - | (14) | 310,456 | 310,456 |
| 2014 Vento XII, LLC | Texas | - | 100% | KPMG | Wind energy production | 167,690 | - | - | (15) | 167,675 | 167,675 |
| 2014 Sol I, LLC | Texas | - | 100% | KPMG | Wind energy production | 77,729 | (25) | - | (74) | 77,630 | 77,630 |
| 2015 Vento XIII, LLC | Texas | - | 100% | KPMG | Wind energy production | 210,192 | - | - | (230) | 209,962 | 209,962 |
| Horizon Wind Ventures I LLC | Texas | - | 100% | Unaudited | Wind energy production | 461,967 | 369,547 | - | 48,011 | 879,525 | 879,525 |
| Horizon Wind Ventures IB, LLC | Texas | - | 51% | Unaudited | Wind energy production | 93,613 | 139,026 | - | 26,976 | 259,615 | 259,615 |
| Horizon Wind Ventures IC, LLC | Texas | - | 75% | Unaudited | Wind energy production | 345,528 | 57,337 | - | 30,688 | 433,553 | 433,553 |
| Horizon Wind Ventures II, LLC | Texas | - | 100% | Unaudited | Wind energy production | 127,827 | 6,697 | - | 2,499 | 137,023 | 137,023 |
| Horizon Wind Ventures III, LLC | Texas | - | 51% | Unaudited | Wind energy production | 39,409 | 13,846 | - | 3,494 | 56,749 | 56,749 |
| Horizon Wind Ventures VI, LLC | Texas | - | 100% | Unaudited | Wind energy production | 99,008 | (687) | - | 1,211 | 99,532 | 99,532 |
| Horizon Wind Ventures VII, LLC | Texas | - | 100% | Unaudited | Wind energy production | 97,937 | 1,865 | - | 726 | 100,528 | 100,528 |
| Horizon Wind Ventures VIII, LLC | Texas | - | 100% | Unaudited | Wind energy production | 103,666 | 159 | - | 1,437 | 105,262 | 105,262 |
| Horizon Wind Ventures IX, LLC | Texas | - | 51% | Unaudited | Wind energy production | 48,142 | (7,014) | - | (1,004) | 40,124 | 40,124 |
| EDPR Wind Ventures X | Texas | - | 100% | Unaudited | Wind energy production | 60,544 | 13,975 | - | 2,269 | 76,788 | 76,788 |
| EDPR Wind Ventures XI | Texas | - | 51% | Unaudited | Wind energy production | 135,056 | 68 | - | 2,220 | 137,344 | 137,344 |
| EDPR Wind Ventures XII | Texas | - | 51% | Unaudited | Wind energy production | 68,367 | (1) | - | (2,201) | 66,165 | 66,165 |
| EDPR Solar Ventures I | Texas | - | 51% | Unaudited | Wind energy production | 49,320 | (45) | - | 77 | 49,352 | 49,352 |
| EDPR Wind Ventures XIV | Texas | - | 100% | Unaudited | Wind energy production | 1,864 | - | - | - | 1,864 | 1,864 |
| EDPR Wind Ventures XIII | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | (287) | (287) | (287) |
The accompanying notes form an integral part of the annual accounts for 2015.
ENERGY WITH INTELLIGENCE 41
| INFORMATION ON INVESTMENTS IN GROUP COMPANIES EDP RENOVAVEIS, S.A. 31 DECEMBER 2015 |
|---|
| ------------------------------------------------------------------------------------------- |
| % | % | TaHOUSANDS OF EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
DIRECT | INDIRECT | AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY |
NET PROFIT | TOTAL | |
| INTEREST | INTEREST | ITEMS | CONTINUING OPERATIONS |
TOTAL | EQUITY | ||||||
| Clinton County Wind Farm, LLC | New York | - | 100% | Unaudited | Wind energy production | 253,299 | (7) | - | - | 253,292 | 253,292 |
| EDPR Servicios de México, S. de R.L. de C.V. | Mexico City | - | 100% | Unaudited | Wind energy production | 477 | - | - | (444) | 33 | 33 |
| EDP Renewables Canada, Ltd. | 100% | - | Unaudited | Holding company | 18,226 | (3,617) | 137 | (998) | 13,748 | 13,748 | |
| EDP Renewables Canada LP Ltd. | Canada | - | 100% | Unaudited | Wind energy production | 7,681 | 15,240 | - | (634) | 22,287 | 22,287 |
| SBWFI GP Inc. | Canada | - | 51% | Unaudited | Wind energy production | 1 | 1 | - | - | 2 | 2 |
| South Dundas Wind Farm LP | Canada | - | 51% | KPMG | Wind energy production | 21,351 | 2,442 | (1,015) | 2,583 | 25,361 | 25,361 |
| Nation Rise Wind Farm LP | Canada | - | 100% | Unaudited | Wind energy production | - | - | - | (1) | (1) | (1) |
| South Branch Wind Farm II GP LP | Canada | - | 100% | Unaudited | Wind energy production | - | - | - | (2) | (2) | (2) |
| EDP Renewables Sharp Hills Project LP | Canada | - | 100% | Unaudited | Wind energy production | - | - | - | (10) | (10) | (10) |
| EDP Renováveis Brasil, S.A. | São Paulo | 100% | - | KPMG | Wind energy production | 85,877 | (3,866) | - | 6,327 | 88,338 | 88,338 |
| Central Eólica Aventura, S. A. | Natal | - | 51% | Unaudited | Wind energy production | - | - | - | (44) | (44) | (44) |
| Central Eólica Aventura II, S.A. | Natal | - | 100% | Unaudited | Wind energy production | 28 | (5) | - | - | 23 | 23 |
| Central Nacional de Energia Eólica, S.A. | Catarina Santa |
- | 51% | KPMG | Wind energy production | 2,875 | 263 | - | 585 | 3,723 | 3,723 |
| Elebrás Projectos, Ltda | Rio Grande do Sul |
- | 51% | KPMG | Wind energy production | 24,069 | 2,482 | - | 7,815 | 34,366 | 34,366 |
| Central Eólica Feijão I, S.A. | Natal | - | 51% | KPMG | Wind energy production | 6,915 | (158) | - | 24 | 6,781 | 6,781 |
| Central Eólica Feijão II, S.A. | Natal | - | 51% | KPMG | Wind energy production | 8,825 | (116) | - | 202 | 8,911 | 8,911 |
| Central Eólica Feijão III, S.A. | Natal | - | 51% | KPMG | Wind energy production | 12,644 | (126) | - | 241 | 12,759 | 12,759 |
| Central Eólica Feijão IV, S.A. | Natal | - | 51% | KPMG | Wind energy production | 8,983 | (127) | - | 133 | 8,989 | 8,989 |
| Central Eólica Jau, S.A. | Natal | - | 51% | KPMG | Wind energy production | 7,272 | 76 | - | 101 | 7,449 | 7,449 |
| South Africa Wind & Solar Power, S.L.U | Oviedo, Spain | 100% | - | Unaudited | Other economic activities | 386 | 4,479 | - | (3,819) | (3,819) | 1,046 |
| Dejann Trading and Investments Proprietary, Ltd | Cape Town | 100% | - | Mazars | Wind energy production | - | (798) | - | (21) | (819) | - |
| EDP Renewables South Africa, Proprietary, Ltd | Cape Town | - | 100% | Mazars | Wind energy production | 3,340 | (173) | - | (388) | 2,779 | (1) |
| Jouren Trading and Investments Pty, Ltd | Cape Town | - | 100% | Mazars | Wind energy production | - | (1,250) | - | (11) | (1,261) | - |
| South Africa Wind & Solar Power, S.L.U. | Oviedo, Spain | - | 100% | Unaudited | Wind energy production | 386 | 4,479 | - | (3,818) | 1,047 | (1) |
| INFORMATION ON INVESTMENTS IN GROUP COMPANIES EDP RENOVAVEIS, S.A. 31 DECEMBER 2015 |
|---|
| ------------------------------------------------------------------------------------------- |
| NET PROFIT | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSOCIATES | REGISTERED OFFICE |
% DIRECT INTEREST |
INDIRECT INTEREST % |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | EQUITY OTHER ITEMS |
CONTINUING OPERATIONS |
TOTAL | TOTAL EQUITY |
| Aprofitament D´Energies Renovables de l´Ebre S.l |
Spain | - | 23.62% | PWC | Infrastructure management | 3,869 | (2,918) | - | (996) | (996) | (45) |
| Biomasas del Pirineo, S.A. | Huesca, Spain | - | 30% | Unaudited | Biomass: electricity production | 455 | (217) | - | - | - | 238 |
| Cultivos Energéticos de Castilla, S.A. | Burgos, Spain | - | 30% | Unaudited | Biomass: electricity production | 300 | (48) | - | - | - | 252 |
| Parque Eólico Sierra del Madero, S.A. | Soria, Spain | - | 42% | Ernst & Young | Wind energy production | 7,194 | 14,714 | - | 1,623 | 1,623 | 23,531 |
| Desarrollos Eólicos de Canarios, S.A. | Las Palmas de Gran Canaria, Spain |
- | 44.75% | KPMG | Wind power: Wind farm development |
2,392 | 639 | 23 | 824 | 824 | 3,878 |
| Solar Siglo XXI, S.A. | Ciudad Real, Spain |
- | 25% | Unaudited | Photovoltaic energy production |
80 | (12) | - | - | - | 62 |
| Parque Eólico Belmonte, S.A. | Madrid, Spain | - | 29.90% | Centium | Wind energy production | 120 | 4,099 | - | 275 | 275 | 4,494 |
| Inch Cape Offshore Limited | Edinburgh | - | 49% | Deloitte | Wind energy production | ||||||
| Eoliennes en Mer Dieppe - Le Tréport, S.A.S. | France | - | 43% | Ernst & Young | Wind energy production | 14,471 | (14,471) | - | 13,423 | 13,423 | 13,423 |
| Les Eoliennes en Mer de Vendee, SAS | France | - | 43% | Ernst & Young | Wind energy production | 17,187 | (437) | - | (625) | (625) | 16,125 |
| Ceprastur, A.I.E. | Oviedo, Spain | - | 56.76% | Unaudited | Mini-hydroelectric electricity production |
361 | 35 | - | (7) | (7) | 389 |
| Eólica de Coahuila, S. de R.L. de C.V. | Mexico City | 0.03% | 99.97% | Unaudited | Wind energy production | 105 | (107) | - | (53) | (53) | (55) |
| Tebar Eólica, S.A | Spain | - | 50% | Auditores, SL Abante Audit |
Wind energy production | 4,720 | 1,978 | - | - | - | 6,698 |
| Evolución 2000,S.L | Spain | - | 49.15% | KPMG | Wind energy production | 118 | 12,501 | (475) | 1,149 | 1,149 | 13,293 |
| Desarrollos energéticos Canarias, S.A | Spain | - | 49.90% | Unaudited | Wind power: Wind farm development |
60 | (25) | - | - | - | 35 |
| Compañía Eólica Aragonesa | Spain | - | 50% | Deloitte | Wind energy production | 6,701 | 59,059 | - | 6,905 | 6,905 | 72,665 |
| Flat Rock Windpower LLC | New York | 50% | Ernst & Young | Wind energy production | - | - | - | - | - | - | |
| Flat Rock Windpower II LLC | New York | 50% | Ernst & Young | Wind energy production | - | - | - | - | - | - | |
| Modderfontein Wind Energy Project | Cape Town | 43% | Mazars | Wind energy production | - | - | - | - | - |
The accompanying notes form an integral part of the annual accounts for 2015.
| INFORMATION ON INVESTMENTS IN GROUP COMPANIES EDP RENOVAVEIS, S.A. 31 DECEMBER 2014 |
|---|
| ------------------------------------------------------------------------------------------- |
| THOUSANDS OF EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
DIRECT % |
INDIRECT % |
AUDITOR | ACTIVITY | OTHER | NET PROFIT | TOTAL | |||
| INTEREST | INTEREST | CAPITAL | RESERVES | EQUITY ITEMS |
CONTINUING OPERATIONS |
TOTAL | EQUITY | ||||
| EDP Renewables Europe, S.L.U | Oviedo, Spain | 100 | - | KPMG | Holding company | 249,499 | 2,103,213 | - | 67,178 | 67,178 | 2,419,890 |
| South Africa Wind & Solar Power, S.L.U. | Oviedo, Spain | 100 | - | Unaudited | Other economic activities | 386 | 3,089 | - | 1,390 | 1,390 | 4,865 |
| EDP Renovables España, S.L. | Spain | - | 100% | KPMG | Holding, Building and Wind energy production |
36,861 | 730,096 | - | 42,167 | 42,167 | 809,124 |
| EDPR Polska, Sp.z.o.o. | Poland | - | 100% | KPMG | Holding and Wind energy production | 121,228 | 4,036 | - | (1,511) | (1,511) | 123,753 |
| Tarcan, B.V | Netherlands | - | 100% | KPMG | Holding company | 20 | 12,179 | - | 2,467 | 2,467 | 14,666 |
| Greenwind, S.A. | Belgium | - | 99.98% | KPMG | Wind energy production | 24,924 | 9,543 | (589) | 4,665 | 4,665 | 38,543 |
| EDPR France Holding SAS | France | - | 100% | KPMG | Holding company | 8,500 | (1,336) | - | (4,159) | (4,159) | 3,005 |
| EDP Renewables SGPS, S.A. | Portugal | - | 100% | KPMG | Holding company | 50 | 24,361 | - | 387 | 387 | 24,798 |
| EDP Renewables Belgium, S.A | Belgium | - | 100% | KPMG | Holding company | 62 | (162) | - | (561) | (561) | (661) |
| EDPR Portugal , S.A. | Portugal | - | 51% | KPMG | Holding and Wind energy production | 7,500 | 41,266 | 6,811 | 55,774 | 55,774 | 111,351 |
| EDPR PT - Promoção e Operação, S.A. | Portugal | - | 100% | KPMG | Wind farm development | 50 | (143) | - | 299 | 299 | 206 |
| EDP Renewables France, SAS | France | - | 51% | KPMG | Holding company | 151,704 | (52,661) | - | 22,555 | 22,555 | 121,598 |
| EDPR Romania S.R.L | Romania | - | 85% | KPMG | Wind energy production | 497 | 4,608 | - | (5,716) | (5,716) | (611) |
| EDPR Ro Pv, SRL | Romania | - | 99.97% | KPMG | Wind energy production | 41,120 | (1,385) | - | (379) | (379) | 39,356 |
| Cernavoda Power, SRL | Romania | - | 85% | KPMG | Wind energy production | 83,454 | (15,781) | (8,116) | (3,049) | (3,049) | 56,508 |
| VS Wind Farm S.A. | Romania | - | 85% | KPMG | Wind energy production | 26 | (134) | (1,380) | (343) | (343) | 1,831 |
| Pestera Wind Farm, S.A. | Romania | - | 85% | KPMG | Wind energy production | 67,111 | (19,757) | (5,248) | (4,379) | (4,379) | 37,727 |
| S. C. Ialomita Power SRL | Romania | - | 99.99% | KPMG | Wind energy production | 76,582 | (9,725) | - | (732) | (732) | 66,125 |
| Sibioara Wind Farm | Romania | - | 85% | KPMG | Wind energy production | 20,361 | (2,880) | - | (2,083) | (2,083) | 15,398 |
| Vanju Mare Solar, SRL | Romania | - | 100% | KPMG | Photovoltaic energy production | 4,671 | 750 | - | 98 | 98 | 5,519 |
| Studina Solar, SRL | Romania | - | 100% | KPMG | Photovoltaic energy production | 5,158 | 1,097 | - | 679 | 679 | 6,934 |
| Cujmir Solar, SRL. | Romania | - | 100% | KPMG | Photovoltaic energy production | 5,896 | 988 | - | 872 | 872 | 7,756 |
| Potelu Solar, SRL | Romania | - | 100% | KPMG | Photovoltaic energy production | 7,295 | 708 | - | 568 | 568 | 8,571 |
| Foton Delta, SRL | Romania | - | 100% | KPMG | Photovoltaic energy production | 298 | 1,248 | - | (46) | (46) | 1,500 |
| Foton Epsilon, SRL | Romania | - | 100% | KPMG | Photovoltaic energy production | 434 | 2,296 | - | 338 | 338 | 3,068 |
| Gravitangle-Fotovoltaica Unipessoal, Lda | Portugal | - | 100% | KPMG | Photovoltaic energy production | 5 | (29) | - | 248 | 248 | 224 |
| EDP Renewables Italia, S.r.l | Italy | - | 100% | KPMG | Holding and Wind energy production | 34,439 | 1,266 | - | (297) | (297) | 35,408 |
| EDPR UK Limited | Kingdom United |
- | 100% | KPMG | Holding company | 6,394 | 54,521 | - | (2,502) | (2,502) | 58,413 |
| EDP Renováveis Servicios Financieros. S.L | Spain | 70,01% | 29.99% | KPMG | Other economic activities | 84,691 | 349,424 | - | (38,453) | (38,453) | 395,662 |
| Desarrollos Eólicos de Galicia, S.A. | Coruña, Spain | - | 100% | KPMG | Wind energy production | 6,130 | 6,946 | 487 | (744) | (744) | 12,819 |
| Desarrollos Eólicos de Tarifa, S.A.U | Cádiz, Spain | - | 100% | KPMG | Wind energy production | 5,800 | 6,340 | - | (219) | (219) | 11,921 |
| Desarrollos Eólicos de Corme, S.A. | Sevilla, Spain | - | 100% | KPMG | Wind energy production | 3,666 | 6,101 | - | (450) | (450) | 9,317 |
| Desarrollos Eólicos Buenavista, S.A.U | Cádiz, Spain | - | 100% | KPMG | Wind energy production | 1,712 | 3,777 | 515 | (164) | (164) | 5,840 |
| Desarrollos Eólicos de Lugo, S.A.U. | Lugo, Spain | - | 100% | KPMG | Wind energy production | 7,761 | 14,360 | (171) | 826 | 826 | 22,776 |
| Desarrollos Eólicos de Rabosera, S.A. | Zaragoza, Spain |
- | 95.08% | KPMG | Wind energy production | 7,561 | 8,626 | - | 403 | 403 | 16,590 |
| Desarrollos Eólicos Almarchal S.A.U. | Sevilla, Spain | - | 100% | KPMG | Wind energy production | 2,061 | 4,028 | (263) | (68) | (68) | 5,758 |
| Desarrollos Eólicos Dumbria S.A.U. | Coruña, Spain | - | 100% | KPMG | Wind energy production | 61 | 14,205 | - | 1,060 | 1,060 | 15,326 |
| Parque Eólico Santa Quiteria, S.L. | Zaragoza, Spain |
- | 83,96% | KPMG | Wind energy production | 63 | 18,892 | - | 346 | 346 | 19,301 |
| Eólica La Janda, SL | Madrid, Spain | - | 100% | KPMG | Wind energy production | 4,525 | 10,765 | - | 3,260 | 3,260 | 18,550 |
The accompanying notes form an integral part of the annual accounts for 2015 EDP RENOVAVEIS, S.A. INFORMATION ON INVESTMENTS IN GROUP COMPANIES 31 DECEMBER 2014
| % | % | THOUSANDS OF EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY ITEMS |
CONTINUING | NET PROFIT TOTAL |
TOTAL EQUITY |
| Eólica Guadalteba, S.L. | Sevilla, Spain | - | 100% | KPMG | Wind energy production | 1,460 | 6,091 | - | OPERATIONS 3,667 |
3,667 | 11,218 |
| Eólica Muxía, S.L. | La Coruña, Spain |
- | 100% | Unaudited | Wind energy production | 23,480 | 8 | - | 28 | 28 | 23,516 |
| Eólica Fontesilva, S.L. | La Coruña, Spain |
- | 100% | KPMG | Wind energy production | 6,860 | 4,591 | - | (12) | (12) | 11,439 |
| EDPR España Promoción y Operación SLU | Sevilla, Spain | - | 100% | Unaudited | Wind energy production | 307 | 37 | - | (5) | (5) | 339 |
| Eólica Curiscao Pumar, S.A. | Madrid, Spain | - | 100% | KPMG | Wind energy production | 60 | 113 | - | 1,687 | 1,687 | 1,860 |
| Parque Eólico Altos del Voltoya S.A. | Madrid, Spain | - | 61% | KPMG | Wind energy production | 6,434 | 16,259 | 100 | (232) | (232) | 22,561 |
| Eólica La Brújula, S.A (antigua Sierra de la Peña S.A.) | Madrid, Spain | - | 84.90% | KPMG | Wind energy production | 3,294 | 12,524 | - | 945 | 945 | 16,763 |
| Eólica Arlanzón S.A. | Madrid, Spain | - | 77.50% | KPMG | Wind energy production | 4,509 | 8,502 | - | (137) | (137) | 12,874 |
| Eólica Campollano S.A. | Madrid, Spain | - | 75% | KPMG | Wind energy production | 6,560 | 18,906 | - | (776) | (776) | 24,690 |
| Parque Eólico Belchite S.L. | Zaragoza, Spain |
- | 100% | KPMG | Wind energy production | 3,600 | 4,190 | - | (781) | (781) | 7,009 |
| Parque Eólico La Sotonera S.L. | Zaragoza, Spain |
- | 64.84% | KPMG | Wind energy production | 2,000 | 5,601 | - | 104 | 104 | 7,705 |
| Korsze Wind Farm, Sp.z.o.o. | Poland | - | 100% | KPMG | Wind energy production | 10,832 | (1,715) | - | 5,498 | 5,498 | 14,615 |
| Eólica Don Quijote, S.L. | Madrid, Spain | - | 100% | KPMG | Wind energy production | 3 | 259 | - | 741 | 741 | 1,003 |
| Eólica Dulcinea, S.L. | Madrid, Spain | - | 100% | KPMG | Wind energy production | 10 | 171 | - | 303 | 303 | 484 |
| Eólica Sierra de Avila, S.L. | Madrid, Spain | - | 100% | KPMG | Wind energy production | 12,977 | 20,312 | - | (40) | (40) | 33,249 |
| Eólica de Radona, S.L. | Madrid, Spain | - | 100% | KPMG | Wind energy production | 22,088 | (629)) | - | 646 | 646 | 22,105 |
| Eólica Alfoz, S.L. | Madrid, Spain | - | 83.73% | KPMG | Wind energy production | 8,480 | 8,573 | - | 8,629 | 8,629 | 25,682 |
| Eólica La Navica, SL | Madrid, Spain | - | 100% | KPMG | Wind energy production | 10 | 1,419 | - | 954 | 954 | 2,383 |
| Investigación y Desarrollo de Energías Renovables, S.L. | León, Spain | - | 59.59% | KPMG | Wind energy production | 29,451 | (6,130) | - | 2,495 | 2,495 | 25,816 |
| Radzeijów wind farm Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 4,741 | (761) | - | (142) | (142) | 3,838 |
| MFW Neptun Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 1 | (29) | - | (5) | (5) | (33) |
| MFW Gryf Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 1 | (28) | - | (5) | (5) | (32) |
| MFW Pomorze Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 1 | (28) | - | (5) | (5) | (32) |
| J&Z Wind Farms Sp.z.o.o. | Poland | - | 60% | KPMG | Wind energy production | 4,048 | 6,559 | 18,943 | (759) | (759) | 28,791 |
| Parques Eólicos del Cantábrico, S.A. | Oviedo, Spain | - | 100% | KPMG | Wind energy production | 9,080 | 30,005 | - | (2,039) | (2,039) | 37,046 |
| Industrias Medioambientales Río Carrión, S.A. | Madrid, Spain | - | 90% | Unaudited | Waste: Livestock waste treatment | 60 | (610) | - | - | - | (550) |
| Tratamientos Medioambientales del Norte, S.A. | Madrid, Spain | - | 80% | Unaudited | Waste: Livestock waste treatment | 60 | (50) | - | - | - | 10 |
| Wincap, S.r.l | Italy | - | 100% | KPMG | Wind energy production | 2,550 | 1,336 | - | (102) | (102) | 3,784 |
| Renovables Castilla La Mancha, S.A. | Madrid, Spain | - | 90% | KPMG | Wind energy production | 60 | 995 | - | 292 | 292 | 1,347 |
| Eólica La Manchuela, S.l.U | Albacete, Spain |
- | 100% | KPMG | Wind energy production | 1,142 | 1,545 | - | (176) | (176) | 2,511 |
| Monts de la Madeleine Energie, SA.S | France | - | 100% | KPMG | Wind energy production | 37 | (3) | - | (1) | (1) | 33 |
| Monts du Forez Energie, SAS | France | - | 100% | KPMG | Wind energy production | 37 | (3) | - | (6) | (6) | 28 |
| Ceprastur, A.I.E. | Oviedo, Spain | - | 56.76% | Unaudited | Mini-hydroelectric energy prod. | 361 | 39 | - | (4) | (4) | 396 |
| Pietragalla Eólico, S.r.l | Italy | - | 100% | KPMG | Wind energy production | 15 | 1,741 | - | 2,464 | 2,464 | 4,220 |
| Bourbriac II SAS | France | - | 100% | KPMG | Wind energy production | 1 | - | - | - | - | 1 |
| Parc Eolien de Montagne Fayel S.A.S | France | - | 100% | KPMG | Wind energy production | 37 | (97) | - | - | - | (60) |
| Molen Wind II Sp.z.o.o. | Poland | - | 65.07% | KPMG | Wind energy production | 4 | 9,519 | (1,757) | (171) | (171) | 7,595 |
| Laterza Wind, SRL | Italy | - | 100% | Unaudited | Wind energy production | 17 | (7) | - | (6) | (6) | 4 |
| Acampo Arias, SL | Spain | - | 98.19% | KPMG | Wind energy production | 3,314 | 104 | - | 48 | 48 | 3,466 |
The accompanying notes form an integral part of the annual accounts for 2015.
ENERGY WITH INTELLIGENCE 45
| INFORMATION ON INVESTMENTS IN GROUP COMPANIES EDP RENOVAVEIS, S.A. 31 DECEMBER 2014 |
|---|
| ------------------------------------------------------------------------------------------- |
| THOUSANDS OF EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
DIRECT % |
INDIRECT % |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY |
NET PROFIT | TOTAL | |
| INTEREST | INTEREST | ITEMS | CONTINUING OPERATIONS |
TOTAL | EQUITY | ||||||
| SOCPE Sauvageons, SARL | France | - | 75.99% | KPMG | Wind energy production | 1 | (215) | - | 66 | 66 | (148) |
| SOCPE Le Mee, SARL | France | - | 75.99% | KPMG | Wind energy production | 1 | 125 | - | (118) | (118) | 8 |
| SOCPE Petite Piece, SARL | France | - | 75.99% | KPMG | Wind energy production | 1 | 13 | - | 70 | 70 | 84 |
| NEO Plouvien, S.A.S | France | - | 51% | KPMG | Wind energy production | 5,040 | (1,955) | - | (1,114) | (1,114) | 1,971 |
| CE Patay, SAS | France | - | 26.01% | KPMG | Wind energy production | 1,640 | 4,005 | (406) | 793 | 793 | 6,032 |
| Relax Wind Park III, Sp.z.o.o. | Poland | - | 100% | KPMG | Wind energy production | 16,616 | (5,485) | - | (4,156) | (4,156) | 6,975 |
| Relax Wind Park I, Sp.z.o.o. | Poland | - | 100% | KPMG | Wind energy production | 597 | 887 | (6,346) | (267) | (267) | (5,129) |
| Relax Wind Park IV, Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 109 | (882) | - | (78) | (78) | (851) |
| Relax Wind Park II, Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 123 | (599) | - | (61) | (61) | (537) |
| EDPR Renováveis Cantabria, S.L. | Madrid, Spain | - | 100% | Unaudited | Wind energy production | 300 | (53) | - | (1) | (1) | 246 |
| Neo Energia Aragon, S.L | Spain | - | 100% | Unaudited | Wind energy production | 10 | (3) | - | - | - | 7 |
| Eolica.Garcimuñoz SL | Spain | - | 100% | KPMG | Wind energy production | 4,060 | 11,375 | - | (810) | (810) | 14,625 |
| Compañía Eólica Campo de Borja, SA | Spain | - | 75.83% | KPMG | Wind energy production | 858 | 830 | - | (32) | (32) | 1,656 |
| Desarrollos Catalanes del Viento, SL | Spain | - | 60% | KPMG | Wind energy production | 10,993 | 19,729 | - | (5) | (5) | 30,704 |
| Parque Eólico Los Cantales, SLU | Spain | - | 100% | KPMG | Wind energy production | 1,963 | 1,352 | - | 737 | 737 | 4,052 |
| Castellaneta Wind, SRL | Italy | - | 100% | Unaudited | Wind energy production | 16 | (7) | - | (6) | (6) | 3 |
| Parques de Generación Eólica, SL | Spain | - | 60% | KPMG | Wind energy production | 1,924 | 4,195 | - | 265 | 265 | 6,384 |
| CE Saint Barnabé, SAS | France | - | 26.01% | KPMG | Wind energy production | 1,600 | 2,281 | (463) | 476 | 476 | 3,894 |
| E Segur, SAS | France | - | 26.01% | KPMG | Wind energy production | 1,615 | 2,573 | (470) | 563 | 563 | 4,281 |
| Eolienne D´Etalondes, SARl | France | - | 100% | Unaudited | Wind energy production | 1 | (40) | - | (2) | (2) | (41) |
| Eolienne de Saugueuse, SARL | France | - | 26.01% | KPMG | Wind energy production | 1 | 249 | - | 608 | 608 | 858 |
| Parc Eolien Dammarie, SARL | France | - | 100% | Unaudited | Wind energy production | 1 | (158) | - | (7) | (7) | (164) |
| Parc Éoline de Tarrzy, S.A.R.L | France | - | 51% | Unaudited | Wind energy production | 1,505 | (47) | - | 275 | 275 | 1,733 |
| Parc Eolien des Longs Champs, SARL | France | - | 100% | Unaudited | Wind energy production | 1 | (80) | - | 1 | 1 | (78) |
| Parc Eolien de Mancheville, SARL | France | - | 100% | Unaudited | Wind energy production | 1 | (48) | - | (2) | (2) | (49) |
| Parc Eolien de Roman, SARL | France | - | 51% | KPMG | Wind energy production | 1 | 1,163 | - | (1,757) | (1,757) | (593) |
| Parc Eolien des Vatines, SAS | France | - | 26.01% | KPMG | Wind energy production | 841 | (778) | (729) | (1,419) | (1,419) | (2,085) |
| Parc Eolien de La Hetroye, SAS | France | - | 100% | KPMG | Wind energy production | 37 | (43) | - | 3 | 3 | (3) |
| Eolienne de Callengeville, SAS | France | - | 100% | EXCO | Wind energy production | 37 | (39) | - | 4 | 4 | 2 |
| Parc Eolien de Varimpre, SAS | France | - | 26.01% | KPMG | Wind energy production | 37 | 115 | (823) | (1,109) | (1,109) | (1,780) |
| Parc Eolien du Clos Bataille, SAS | France | - | 26.01% | KPMG | Wind energy production | 410 | (433) | (640) | (1,098) | (1,098) | (1,761) |
| Eólica de Serra das Alturas, SA | Portugal | - | 25.55% | KPMG | Wind energy production | 50 | 3,593 | - | 1,200 | 1,200 | 4,843 |
| Malhadizes - Energia Eólica, SA | Portugal | - | 51% | KPMG | Wind energy production | 50 | 100 | - | 1,984 | 1,984 | 2,134 |
| Eólica de Montenegrelo, LDA | Portugal | - | 25.55% | KPMG | Wind energy production | 50 | 6,978 | - | 2,248 | 2,248 | 9,276 |
| Eólica da Alagoa,SA | Portugal | - | 30.60% | KPMG | Wind energy production | 50 | 1,732 | 837 | 1,830 | 1,830 | 4,449 |
| Aplica. Indust de Energias Limpias S.L | Spain | - | 61,5% | Unaudited | Wind energy production | 131 | 1,235 | - | - | - | 1,366 |
| Aprofitament D´Energies Renovables de la Tierra Alta S.A | Spain | - | 48.70% | Unaudited | Wind energy production | 1,994 | (1,129) | - | 37 | 37 | 902 |
| Bon Vent de L´Ebre SL.U | Spain | - | 100% | KPMG | Wind energy production | 12,600 | 2,117 | - | 1,806 | 1,806 | 16,523 |
| Parc Eólic Coll de la Garganta S.L | Spain | - | 100% | KPMG | Wind energy production | 6,018 | 11,156 | - | (300) | (300) | 16,874 |
| Parc Eólic Serra Voltorera S.L | Spain | - | 100% | KPMG | Wind energy production | 3,458 | 6,315 | - | 166 | 166 | 9,939 |
| Elektrownia Wiatrowa Kresy I Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 20 | (678) | - | (54) | (54) | 712 |
| Moray Offshore renewables limited | Kingdom United |
- | 66.64% | KPMG | Wind energy production | 9,931 | 809 | 1,471 | (208) | (208) | 12,003 |
EDP RENOVAVEIS, S.A. INFORMATION ON INVESTMENTS IN GROUP COMPANIES 31 DECEMBER 2014
| % | % | THOUSANDS OF EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY ITEMS |
CONTINUING | NET PROFIT TOTAL |
TOTAL EQUITY |
| Centrale Eolienne Canet –Pont de Salaras S.A.S | France | - | 25.98% | KPMG | Wind energy production | 125 | 966 | (667) | OPERATIONS 271 |
271 | 695 |
| Centrale Eolienne de Gueltas Noyal–Pontiv y S.A.S | France | - | 26.01% | KPMG | Wind energy production | 2,261 | 2,634 | - | 459 | 459 | 5,354 |
| Villa Castelli Wind srl | Italy | - | 100% | KPMG | Wind energy production | 100 | 8,692 | - | 1,603 | 1,603 | 10,395 |
| Centrale Eolienne Neo Truc de L´Homme ,S.A.S | France | - | 51% | KPMG | Wind energy production | 3,831 | (99) | - | (104) | (104) | 3,628 |
| Vallee de Moulin SARL | France | - | 51% | KPMG | Wind energy production | 8,001 | (633) | - | 214 | 214 | 7,582 |
| Mardelle SARL | France | - | 51% | KPMG | Wind energy production | 3,001 | (418) | - | 6 | 6 | 2,589 |
| Quinze Mines SARL | France | - | 24.99% | KPMG | Wind energy production | 1 | (509) | - | (1,614) | (1,614) | (2,122) |
| Desarrollos Eólicos de Teruel SL | Spain | - | 51% | Unaudited | Wind energy production | 60 | - | - | - | - | 60 |
| Par Eólic de Coll de Moro S.L. | Spain | - | 60% | KPMG | Wind energy production | 7,809 | 3,079 | (4,944) | 152 | 152 | 6,096 |
| Par Eólic de Torre Madrina S.L. | Spain | - | 60% | KPMG | Wind energy production | 7,755 | 5,933 | (4,547) | 739 | 739 | 9,880 |
| Parc Eolic de Vilalba dels Arcs S.L. | Spain | - | 60% | KPMG | Wind energy production | 3,066 | 3,938 | (2,074) | 765 | 765 | 5,695 |
| Bon Vent de Vilalba, SL | Spain | - | 100% | KPMG | Wind energy production | 3,600 | 274 | - | 669 | 669 | 4,543 |
| Bon Vent de Corbera, SL | Spain | - | 100% | KPMG | Wind energy production | 7,255 | 11,214 | - | 1,277 | 1,277 | 19,746 |
| Masovia Wind Farm I Sp.z.o.o. | Poland | - | 100% | KPMG | Wind energy production | 351 | 4,777 | - | (149) | (149) | 4,979 |
| Farma wiaStarozbery Sp.z.o.o. | Poland | - | 100% | Unaudited | Wind energy production | 130 | (143) | - | (45) | (45) | (58) |
| Rowy-Karpacka mala Energetyka, Sp.z.o.o. | Poland | - | 85% | Unaudited | Wind energy production | 14 | (231) | - | (30) | (30) | (247) |
| Repano wind, S.r.l. | Italy | - | 100% | Unaudited | Wind energy production | 11 | 114 | - | (12) | (12) | 113 |
| Re plus, S.r.l. | Italy | - | 80% | Unaudited | Wind energy production | 100 | (210) | - | (26) | (26) | (136) |
| EDPR RO Trading SRL | Romania | - | 99.97% | Unaudited | Energy trading | 1,678 | (172) | - | (5) | (5) | 1,501 |
| Telfford Offsore Windfarm limited | Kingdom United |
- | 66.64% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Maccoll Offshore Windfarm limited | Kingdom United |
- | 66.64% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Stevenson Offshore Windfarm limited | Kingdom United |
- | 66.64% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Parc Eolien de Preuseville S.A.R.L | France | - | 100% | Unaudited | Wind energy production | 1 | (161) | - | (33) | (33) | (193) |
| Iberia Aprovechamientos Eólicos, SAU | Spain | - | 100% | KPMG | Wind energy production | 1,919 | 514 | - | (154) | (154) | 2,279 |
| Parc Éolien de Boqueho-Pouagat SAS | France | - | 100% | KPMG | Wind energy production | 1 | - | - | - | - | 1 |
| Parc Éolien de Francourville SAS | France | - | 100% | KPMG | Wind energy production | 1 | - | - | (1) | (1) | - |
| Parc Eolien d´Escardes SAS | France | - | 100% | KPMG | Wind energy production | 1 | - | - | - | - | 1 |
| Molino de Caragüeyes, S.L. | Spain | - | 80% | KPMG | Wind energy production | 180 | 281 | - | 15 | 15 | 476 |
| Eólica de Coahuila, S. de R.L. de C.V. | México City | - | 99,97% | Unaudited | Wind energy production | - | - | - | - | - | - |
| EDP Renewables North America, LLC | Texas | 100% | KPMG | 3,376,965 | 3,848 | 2,998,408 | |||||
| Holding company | (297,973) | (84,432) | (84,432) | ||||||||
| Wind Turbine Prometheus, LP | California | - | 100% | Unaudited | Wind energy production | 5 | (5) | - | - | - | - |
| Lost Lakes Wind Farm LLC | Minnesota | - | 100% | KPMG | Wind energy production | 148,257 | (12,755) | - | 3,629 | 3,629 | 139,131 |
| Quilt Block Wind Farm, LLC | Minnesota | - | 100% | Unaudited | Wind energy production | 5,078 | (16) | - | - | - | 5,062 |
| Whitestone Wind Purchasing, LLC | Texas | - | 100% | Unaudited | Wind energy production | 2,117 | (894) | - | (106) | (106) | 1,117 |
| Blue Canyon Windpower V, LLC | Oklahoma | - | 100% | KPMG | Wind energy production | 94,362 | 28,110 | - | 8,498 | 8,498 | 130,970 |
| Sagebrush Power Partners, LLC | Washington | - | 100% | KPMG | Wind energy production | 160,774 | (29,098) | - | 2,599 | 2,599 | 134,275 |
| Marble River, LLC | New York | - | 100% | Unaudited | Wind energy production | 243,024 | 4,809 | (1,342) | 9,668 | 9,668 | 256,159 |
| Blackstone Wind Farm, LLC | Illionois | - | 100% | Unaudited | Wind energy production | 104,985 | (7,588) | - | 4,494 | 4,494 | 101,891 |
| Aroostook Wind Energy LLC | Maine | - | 100% | Unaudited | Wind energy production | 11,968 | (104) | - | (21) | (21) | 11,843 |
| The accompanying notes form an integral part of the annual accounts for 2015. |
| INFORMATION ON INVESTMENTS IN GROUP COMPANIES EDP RENOVAVEIS, S.A. 31 DECEMBER 2014 |
|
|---|---|
| ------------------------------------------------------------------------------------------- | -- |
| THOUSANDS OF EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT % |
INDIRECT INTEREST % |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY ITEMS |
CONTINUING OPERATIONS |
NET PROFIT TOTAL |
TOTAL EQUITY |
| Jericho Rise Wind Farm LLC | New York | - | 100% | Unaudited | Wind energy production | 4,790 | (37) | - | - | - | 4,753 |
| Martinsdale Wind Farm LLC | Colorado | - | 100% | Unaudited | Wind energy production | 2,864 | (26) | - | - | - | 2,838 |
| Signal Hill Wind Power Project LLC | Colorado | - | 100% | Unaudited | Wind energy production | 4 | (4) | - | - | - | - |
| Tumbleweed Wind Power Project LLC | Colorado | - | 100% | Unaudited | Wind energy production | 3 | (3) | - | - | - | - |
| Stinson Mills Wind Farm, LLC | Colorado | - | 100% | Unaudited | Wind energy production | 3,182 | (81) | - | - | - | 3,101 |
| OPQ Property LLC | Illionois | - | 100% | Unaudited | Wind energy production | - | 136 | - | 8 | 8 | 144 |
| Meadow Lake Wind Farm, LLC | Indiana | - | 100% | Unaudited | Wind energy production | 211,984 | (14,834) | - | 3,080 | 3,080 | 200,230 |
| Wheatfield Wind Power Project, LLC | Oregon | - | 100% | Unaudited | Wind energy production | 47,631 | 24,227 | - | 6,331 | 6,331 | 78,189 |
| High Trail Wind Farm, LLC | Illionois | - | 100% | KPMG | Wind energy production | 234,720 | 21,956 | - | 7,525 | 7,525 | 264,201 |
| Madison Windpower LLC | New York | - | 100% | KPMG | Wind energy production | 10,746 | (5,550) | - | (427) | (427) | 4,769 |
| Mesquite Wind, LLC | Texas | - | 100% | KPMG | Wind energy production | 152,891 | 44,893 | - | 3,094 | 3,094 | 200,878 |
| BC2 Maple Ridge Wind LLC | Texas | - | 100% | KPMG | Wind energy production | 249,004 | 2,777 | - | 1,315 | 1,315 | 253,096 |
| Blue Canyon Windpower II LLC | Oklahoma | - | 100% | KPMG | Wind energy production | 108,072 | 16,990 | - | 4,308 | 4,308 | 129,370 |
| Telocaset Wind Power Partners, LLC | Oregon | - | 100% | KPMG | Wind energy production | 75,666 | 30,396 | 310 | 4,025 | 4,025 | 110,397 |
| Post Oak Wind, LLC | Texas | - | 100% | KPMG | Wind energy production | 180,386 | 44,911 | - | 6,059 | 6,059 | 231,356 |
| High Prairie Wind Farm II, LLC | Minnesota | - | 100% | KPMG | Wind energy production | 94,721 | 3,218 | 400 | 3,303 | 3,303 | 101,642 |
| Old Trail Wind Farm, LLC | Illionois | - | 100% | KPMG | Wind energy production | 254,754 | 8,248 | 2,445 | 7,252 | 7,252 | 272,699 |
| Cloud County Wind Farm, LLC | Kansas | - | 100% | KPMG | Wind energy production | 210,631 | 6,519 | - | 4,499 | 4,499 | 221,649 |
| Pioneer Prairie Wind Farm I, LLC | Iowa | - | 100% | KPMG | Wind energy production | 368,499 | 11,026 | 7,604 | 13,415 | 13,415 | 400,544 |
| Arlington Wind Power Project LLC | Oregon | - | 100% | KPMG | Wind energy production | 109,708 | 7,782 | - | 2,732 | 2,732 | 120,222 |
| Rail Splitter | Illionois | - | 100% | KPMG | Wind energy production | 180,913 | (23,709) | - | (2,774) | (2,774) | 154,430 |
| Meadow Lake Wind Farm II LLC | Texas | - | 100% | KPMG | Wind energy production | 152,089 | (6,519) | - | (3,446) | (3,446) | 142,124 |
| Black Prairie Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | 5,271 | (2) | - | - | - | 5,269 |
| Meadow Lake Wind Farm IV LLC | Indiana | - | 100% | Unaudited | Wind energy production | 97,744 | (2,203) | - | (2,083) | (2,083) | 93,458 |
| Blackstone Wind Farm II LLC | Texas | - | 100% | Unaudited | Wind energy production | 230,345 | (12,794) | - | 2,039 | 2,039 | 219,590 |
| Saddleback Wind Power Project LLC | Texas | - | 100% | Unaudited | Wind energy production | 1,940 | (325) | - | (28) | (28) | 1,587 |
| Meadow Lake Windfarm III LLC | Indiana | - | 100% | KPMG | Wind energy production | 111,855 | (2,701) | - | (282) | (282) | 108,872 |
| Lexington Chenoa Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | 9,641 | (34) | - | - | - | 9,607 |
| Lexington Chenoa Wind Farm II LLC | Illinois | - | 100% | Unaudited | Wind energy production | 494 | (494) | - | - | - | - |
| Paulding Wind Farm LLC | Ohio | - | 100% | Unaudited | Wind energy production | 4,817 | (4) | - | (1) | (1) | 4,812 |
| Paulding Wind Farm II LLC | Ohio | - | 100% | KPMG | Wind energy production | 131,910 | 13,642 | - | 3,562 | 3,562 | 149,114 |
| Antelope Ridge Wind Power Project LLC | Texas | - | 100% | Unaudited | Wind energy production | 10,505 | (125) | - | 30 | 30 | 10,410 |
| Blackstone Wind Farm III LLC | Texas | - | 100% | Unaudited | Wind energy production | 5,123 | (100) | - | (4) | (4) | 5,019 |
| Meadow Lake Wind Farm V, LLC | Indiana | - | 100% | Unaudited | Wind energy production | 2,723 | (9) | - | - | - | 2,714 |
| Waverly Wind Farm LLC | Kansas | - | 100% | Unaudited | Wind energy production | 7,593 | (21) | - | (23) | (23) | 7,549 |
| Blue Canyon Windpower VI LLC | Texas | - | 100% | KPMG | Wind energy production | 118,082 | 2,970 | - | 1,770 | 1,770 | 122,822 |
| Paulding Wind Farm III LLC | Ohio | - | 100% | Unaudited | Wind energy production | 3,855 | (146) | - | (53) | (53) | 3,656 |
| Sustaining Power Solutions, L.L.C. | Texas | - | 100% | Unaudited | Wind energy production | 760 | (345) | - | (688) | (688) | (273) |
| Headwaters Wind Farm LLC | Indiana | - | 100% | Unaudited | Wind energy production | 133,706 | (2) | - | 1,121 | 1,121 | 134,825 |
| Green Power Offsets, L.L.C. | Texas | - | 100% | Unaudited | Wind energy production | 8 | (1) | - | (8) | (8) | (1) |
| Rising Tree Wind Farm, L.L.C. | California | - | 100% | Unaudited | Wind energy production | 70,455 | (23) | - | - | - | 70,432 |
| Arbuckle Mountain, L.L.C. | Oklahoma | - | 100% | Unaudited | Wind energy production | 3,951 | (2) | - | (6) | (6) | 3,943 |
| Hidalgo Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | 4,883 | - | - | (13) | (13) | 4,870 |
EDP RENOVAVEIS, S.A. INFORMATION ON INVESTMENTS IN GROUP COMPANIES 31 DECEMBER 2014
| % | % | THOUSANDS OF EUROS | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY |
CONTINUING | NET PROFIT | TOTAL |
| ITEMS | OPERATIONS | TOTAL | EQUITY | ||||||||
| Rising Tree Wind Farm II, L.L.C. | Texas | - | 100% | Unaudited | Wind energy production | 8,113 | - | - | (7) | (7) | 8,106 |
| Rising Tree Wind Farm III, L.L.C. | California | - | 100% | Unaudited | Wind energy production | 62,016 | - | - | (17) | (17) | 61,999 |
| Wheatfield Holding, L.L.C. | Oregon | - | 51% | Unaudited | Wind energy production | 47,643 | - | - | (12) | (12) | 47,631 |
| Lone Valley Solar Park I, L.L.C. | California | - | 100% | Unaudited | Wind energy production | 13,506 | (1) | - | 254 | 254 | 13,759 |
| Lone Valley Solar Park II, L.L.C. | California | - | 100% | Unaudited | Wind energy production | 24,950 | (1) | - | 574 | 574 | 25,523 |
| 2007 Vento I, LLC | Texas | - | 100% | KPMG | Wind energy production | 702,789 | 7,341 | - | 3,890 | 3,890 | 714,020 |
| 2007 Vento II, LLC | Texas | - | 100% | KPMG | Wind energy production | 618,127 | (3,500) | - | (168) | (168) | 614,459 |
| 2008 Vento III, LLC | Texas | - | 100% | KPMG | Wind energy production | 699,080 | (3,349) | - | (495) | (495) | 695,236 |
| 2009 Vento IV, LLC | Texas | - | 100% | KPMG | Wind energy production | 181,504 | (477) | - | (113) | (113) | 180,914 |
| 2009 Vento V, LLC | Texas | - | 100% | KPMG | Wind energy production | 94,948 | (473) | - | (113) | (113) | 94,362 |
| 2009 Vento VI, LLC | Texas | - | 100% | KPMG | Wind energy production | 148,725 | (368) | - | (101) | (101) | 148,256 |
| 2010 Vento VII, LLC | Texas | - | 100% | KPMG | Wind energy production | 152,491 | (301) | - | (100) | (100) | 152,090 |
| 2010 Vento VIII, LLC | Texas | - | 100% | KPMG | Wind energy production | 160,919 | (450) | - | (100) | (100) | 160,369 |
| 2011 Vento IX, LLC | Texas | - | 100% | KPMG | Wind energy production | 132,241 | (232) | - | (99) | (99) | 131,910 |
| 2011 Vento X, LLC | Texas | - | 100% | KPMG | Wind energy production | 118,378 | (196) | - | (99) | (99) | 118,083 |
| 2012 Vento XI, LLC | Texas | - | 100% | KPMG | Wind energy production | 133,706 | - | - | - | - | 133,706 |
| 2014 Vento XII, LLC | Texas | - | 100% | KPMG | Wind energy production | 97,034 | - | - | - | - | 97,034 |
| 2014 Sol I, LLC | Texas | - | 100% | KPMG | Wind energy production | 47,942 | - | - | (22) | (22) | 47,920 |
| Horizon Wind Ventures I LLC | Texas | - | 100% | Unaudited | Wind energy production | 441,651 | 309,498 | - | 21,880 | 21,880 | 773,029 |
| Horizon Wind Ventures IB, LLC | Texas | - | 51% | Unaudited | Wind energy production | 137,342 | 99,855 | - | 24,811 | 24,811 | 262,008 |
| Horizon Wind Ventures IC, LLC | Texas | - | 100% | Unaudited | Wind energy production | 28,459 | 36,367 | - | 15,048 | 15,048 | 79,874 |
| Horizon Wind Ventures II, LLC | Texas | - | 100% | Unaudited | Wind energy production | 115,371 | 4,531 | - | 1,474 | 1,474 | 121,376 |
| Horizon Wind Ventures III, LLC | Texas | - | 100% | Unaudited | Wind energy production | 39,846 | 7,492 | - | 4,924 | 4,924 | 52,262 |
| Horizon Wind Ventures VI, LLC | Texas | - | 100% | Unaudited | Wind energy production | 92,651 | (1,085) | - | 469 | 469 | 92,035 |
| Horizon Wind Ventures VII, LLC | Texas | - | 100% | Unaudited | Wind energy production | 89,876 | 1,499 | - | 174 | 174 | 91,549 |
| Horizon Wind Ventures VIII, LLC | Texas | - | 100% | Unaudited | Wind energy production | 92,961 | (124) | - | 266 | 266 | 93,103 |
| Horizon Wind Ventures IX, LLC | Texas | - | 100% | Unaudited | Wind energy production | 43,169 | (4,978) | - | (1,311) | (1,311) | 36,880 |
| EDPR Wind Ventures X | Texas | - | 100% | Unaudited | Wind energy production | 54,365 | 7,518 | - | 5,013 | 5,013 | 66,896 |
| EDPR Wind Ventures XI | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | 61 | 61 | 61 |
| EDPR Wind Ventures XII | Texas | - | 100% | Unaudited | Wind energy production | 43,513 | - | - | (1) | (1) | 43,512 |
| EDPR Solar Ventures I | Texas | - | 100% | Unaudited | Wind energy production | 21,864 | - | - | (40) | (40) | 21,824 |
| Clinton County Wind Farm, LLC | New York | - | 100% | Unaudited | Wind energy production | 243,030 | (6) | - | - | - | 243,024 |
| 17th Star Wind Farm LLC | Ohio | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| 2012 Vento XI, LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Alabama Ledge Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Arkwright Summit Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Ashford Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Athena-Weston Wind Power Project II, LLC | Oregon | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Athena-Weston Wind Power Project LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| AZ Solar LLC | Arizona | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| BC2 Maple Ridge Holdings LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
The accompanying notes form an integral part of the annual accounts for 2015.
ENERGY WITH INTELLIGENCE 49
| INFORMATION ON INVESTMENTS IN GROUP COMPANIES EDP RENOVAVEIS, S.A. 31 DECEMBER 2014 |
|---|
| ------------------------------------------------------------------------------------------- |
| % | % | THOUSANDS OF EUROS | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED OFFICE |
INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY ITEMS |
NET PROFIT TOTAL CONTINUING OPERATIONS |
TOTAL EQUITY |
| Black Prairie Wind Farm II LLC | Illinois | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Black Prairie Wind Farm III LLC | Illinois | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Blackstone Wind Farm IV LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Blackstone Wind Farm V LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Blue Canyon Wind Power VII LLC | Oklahoma | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Blue Canyon Windpower III LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Blue Canyon Windpower IV LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Broadlands Wind Farm II LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Broadlands Wind Farm III LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Broadlands Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Buffalo Bluff Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Chateaugay River Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Cloud West Wind Project, LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Coos Curry Wind Power Project LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Cropsey Ridge Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Crossing Trails Wind, Power Project LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Dairy Hills Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Diamond Power Partners LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| East Klickitat Wind Power Project LLC | Washington | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Eastern Nebraska Wind Farm, LLC | Nebraska | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Five-Spot, LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Ford Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Franklin Wind Farm LLC | New York | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Green Country Wind Farm LLC | Oklahoma | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Gulf Coast Windpower Management Company, LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Chocolate Bayou I LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Midwest IX LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Northwest I LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Northwest IV LLC | Oregon | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Northwest VII LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Northwest X LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Northwest XI LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Panhandle I LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Southwest I LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Southwest II LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Southwest III LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Southwest IV LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind Energy Valley I LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind MREC Iowa Partners LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wind, Freeport Windpower I LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Horizon Wyoming Transmission LLC | Wyoming | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Juniper Wind Power Partners, LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
| Lexington Chenoa Wind Farm III LLC | Illinois | - | 100% | Unaudited | Wind energy production | - | - | - | - | - - |
The accompanying notes form an integral part of the annual accounts for 2015
| REGISTERED | % | % | THOUSANDS OF EUROS | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | OFFICE | INTEREST DIRECT |
INDIRECT INTEREST |
AUDITOR | ACTIVITY | CAPITAL | RESERVES | OTHER EQUITY ITEMS |
NET PROFIT CONTINUING OPERATIONS |
TOTAL | TOTAL EQUITY |
| Machias Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| New Trail Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| North Slope Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Number Nine Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Pacific Southwest Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Paulding Wind Farm IV, LLC | Ohio | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Peterson Power Partners LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Pioneer Prairie Interconnection LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Pioneer Prairie Wind Farm II LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Rio Blanco Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Rush County Wind Farm, LLC | Kansas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Sardinia Windpower LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Simpson Ridge Wind Farm II LLC | Wyoming | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Simpson Ridge Wind Farm III LLC | Wyoming | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Simpson Ridge Wind Farm IV LLC | Wyoming | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Simpson Ridge Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Simpson Ridge Wind Farm V LLC | Wyoming | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Stone Wind Power LLC | New York | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| The Nook Wind Power Project LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Tug Hill Windpower LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Turtle Creek Wind Farm LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Verde Wind Power LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Western Trail Wind Project I LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Whiskey Ridge Power Partners LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Whistling Wind WI Energy Center, LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| Wilson Creek Power Partners LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| WTP Management Company LLC | Texas | - | 100% | Unaudited | Wind energy production | - | - | - | - | - | - |
| EDP Renewables Canada, Ltd. | Canada | 100% | Unaudited | Holding company | 16,319 | (3,578) | 89 | (1,359) | (1,359) | 11,471 | |
| EDP Renewables Canada LP Ltd. | Canada | 100% | Unaudited | Wind energy production | 7,931 | 17,207 | - | (535) | (535) | 24,603 | |
| EDP Renewables Canada GP Ltd. | Canada | 100% | Unaudited | Wind energy production | - | - | - | - | - | - | |
| SBWFI GP Inc | Canada | 100% | Unaudited | Wind energy production | 1 | 1 | - | - | - | 2 | |
| South Dundas Wind Farm LP | Canada | 51% | Unaudited | Wind energy production | 25,141 | (249) | (659) | 2,874 | 2,874 | 27,107 | |
| EDP Renováveis Brasil, S.A. | Sao Paulo | 55% | KPMG | Wind energy production | 73,821 | (5,403) | - | 5,688 | 5,688 | 74,106 | |
| Central Nacional de Energia Eólica, S.A. | Sao Paulo | 55% | KPMG | Wind energy production | 3,849 | 297 | - | 1,110 | 1,110 | 5,256 | |
| Elebrás Projectos, Ltda | Sao Paulo | 55% | KPMG | Wind energy production | 32,223 | 7,066 | - | 10,215 | 10,215 | 49,504 | |
| Central Eólica Feijão I, S.A. | Sao Paulo | 55% | Unaudited | Wind energy production | 4,663 | (134) | - | (77) | (77) | 4,452 | |
| Central Eólica Feijão II, S.A. | Sao Paulo | 55% | Unaudited | Wind energy production | 3,265 | (117) | - | (37) | (37) | 3,111 | |
| Central Eólica Feijão III, S.A. | Sao Paulo | 55% | Unaudited | Wind energy production | 3,265 | (127) | - | (41) | (41) | 3,097 |
The accompanying notes form an integral part of the annual accounts for 2015.
| THOUSANDS OF EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| GROUP COMPANIES | REGISTERED | DIRECT % |
INDIRECT % |
AUDITOR | ACTIVITY | OTHER | NET PROFIT | TOTAL | |||
| OFFICE | INTEREST | INTEREST | CAPITAL | RESERVES | EQUITY ITEMS |
CONTINUING OPERATIONS |
TOTAL | EQUITY | |||
| Central Eólica Feijão IV, S.A. | Sao Paulo | 55% | Unaudited | Wind energy production | 3,265 | (128) | - | (42) | (42) | 3,095 | |
| Central Eólica Aventura, S. A. | Sao Paulo | 55% | Unaudited | Wind energy production | - | - | - | - | - | - | |
| Central Eólica Jau, S.A. | Sao Paulo | 55% | KPMG | Wind energy production | 9,735 | - | - | 102 | 102 | 9,837 | |
| EDP Renewables South Africa, Proprietary, Ltd | Cape Town | 100% | Mazars | Wind energy production | 4,034 | (248) | - | 39 | 39 | 3,825 | |
| Dejann Trading and Investments Proprietary, Ltd | Cape Town | 100% | Mazars | Wind energy production | - | (782) | - | (181) | (181) | (963) | |
| Jouren Trading and Investments Pty, Ltd | Cape Town | 100% | Mazars | Wind energy production | - | (1,319) | - | (190) | (190) | (1,509) | |
| Modderfontein Wind Energy Project | Cape Town | 43% | Unaudited | Wind energy production | - | - | - | - | - | - | |
| INFORMATION ON INVESTMENTS IN GROUP COMPANIES EDP RENOVAVEIS, S.A. 31 DECEMBER 2014 |
|
|---|---|
| ------------------------------------------------------------------------------------------- | -- |
| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| REGISTERED | % DIRECT | % INDIRECT | OTHER | NET PROFIT | |||||||
| ASSOCIATES | OFFICE | INTEREST | INTEREST | AUDITOR | ACTIVITY | CAPITAL | RESERVES | EQUITY COMPO NENTS |
CONTINU ING OPERA TIONS |
TOTAL | TOTAL EQUITY |
| Renovables de l´Ebre S.l Aprofitament D´Energies |
Spain | - | 18.97% | PWC | Infrastructure management |
3,869 | (886) | - | (2,032) | (2,032) | 951 |
| Biomasas del Pirineo, S.A. | Huesca, Spain | - | 30% | Unaudited | Biomass: electricity production |
455 | 217 | - | - | - | 672 |
| Cultivos Energéticos de Castilla, S.A. |
Burgos, Spain | - | 30% | Unaudited | Biomass: electricity production |
300 | (48) | - | - | - | 252 |
| Parque Eólico Sierra del Madero, S.A. |
Soria, Spain | - | 42% | Ernst & Young |
Wind energy production |
7,194 | 14,325 | 654 | 390 | 390 | 22,563 |
| Desarrollos Eólicos de Canários, S.A. |
Las Palmas de Gran Canaria, Spain |
- | 44.75% | KPMG | Wind energy: project development |
3,192 | 858 | 24 | 207 | 207 | 4,281 |
| Solar Siglo XXI, S.A. | Ciudad Real, Spain | - | 25% | Unaudited | Solar energy | 80 | (18) | - | - | - | 62 |
| Eólicas de Portugal, SA | Portugal | - | 35.96% | Mazars | Wind energy production |
25,248 | 77,838 | (41,197) | 36,167 | 36,167 | 98,056 |
| Parque Eólico Belmonte, S.A. | Madrid, Spain | - | 29.90% | Centium | Wind energy production |
120 | 4,126 | - | (28) | (28) | 4,218 |
| Inch Cape Offshore Limited | Edinburg | - | 49% | Deloitte | Wind energy production |
- | (1,984) | - | (1,244) | (1,244) | (3,228) |
| Les Eoliennes en Mer de Dieppe-Le Trépot, SAS |
France | - | 43% | Ernest & Young |
Wind energy production |
4,368 | - | - | (1,008) | (1,008) | 3,360 |
| Les Eoliennes en Mer de Vendee, SAS |
France | - | 43% | Ernest & Young |
Wind energy production |
4,805 | - | - | (1,052) | (1,052) | 3,753 |
| THOUSAND EUROS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| JOINT CONTROLLED | REGISTERED | % DIRECT | % INDIRECT | OTHER | NET PROFIT | ||||||
| ENTITIES | OFFICE | INTEREST | INTEREST | AUDITOR | ACTIVITY | CAPITAL | RESERVES | EQUITY COMPO NENTS |
CONTINU ING OPERA TIONS |
TOTAL | TOTAL EQUITY |
| Tebar Eólica, S.A | Spain | - | 50% | Abante Audit Auditores SL |
Wind energy production |
4,720 | 2,908 | - | (930) | (930) | 6,698 |
| Evolución 2000,S.L | Spain | - | 49.15% | KPMG | Wind energy production |
118 | 11630 | (951) | 790 | 790 | 11,587 |
| Desarrollos energéticos Canarias, S.A |
Spain | - | 49.90% | Unaudited | Wind energy: project development |
60 | -25 | - | - | - | 35 |
| Compañía Eólica Aragonesa | Spain | - | 50% | Deloitte | Wind energy production |
6,701 | 99,047 | - | 1,724 | 1,724 | 107,472 |
| Flat Rock Windpower LLC | New York | 50% | Ernst & Young |
Wind energy production |
- | - | - | - | - | - | |
| Flat Rock Windpower II LLC | New York | 50% | Ernst & Young |
Wind energy production |
- | - | - | - | - | - |
The accompanying notes form an integral part of the annual accounts for 2015.
ENERGY WITH INTELLIGENCE 53
0\$1\$*(0(17 REPORT 2015


0\$1\$*(0(17 REPORT 2015

0\$1\$*(0(17 REPORT 2015
MANAGEMENT REPORT 2015


0\$1\$*(0(17 REPORT 2015

Facaeni Wind Farm, Romania
0\$1\$*(0(17 REPORT 2015

VISION
A GLOBAL ENERGY RENEWABLE COMPANY, LEADER IN VALUE CREATION, INNOVATION AND SUSTAINABILITY
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
INITIATIVE
THROUGH BEHAVIOUR AND ATTITUDE OF OUR PEOPLE
OF SHAREHOLDERS,
EMPLOYEES, CUSTOMERS, SUPPLIERS AND OTHER STAKEHOLDERS We ensure the participatory, competent and honest governance of our business We believe that the balance between private and professional live is fundamental in order to be successful
TRUST
IN THE WAY WE PERFORM
We fulfil the commitments that we embraced in the presence of our shareholders We place ourselves in our stakeholder's shoes whenever a decision has to be
made
EXCELLENCE
TO CREATE VALUE IN OUR AREAS OF OPERATION
INNOVATION
We are leaders due to our capacity of anticipating and implementing We avoid specific greenhouse gas emissions with the energy we produce We demand excellence in everything that we do
AIMED AT THE QUALITY OF LIFE FOR CURRENT AND FUTURE GENERATIONS
We assume the social and environmental responsibilities that result from our performance thus contributing toward the development of the regions in which we are operatin
COMMITMENTS
We promote the development of skills and merit
EDPR is a market leader with top quality assets in 12 countries, managing a global portfolio of 9.6 GW of installed capacity, 344 MW under construction and much more in pipeline development, employing more than 1,000 employees
ENERGY WITH INTELLIGENCE 01
| United States | 4.382 MW operating |
|---|---|
| +755 MW in pipeline with PPA | |
| Canada | 30 MW operating |
| Mexico | 200 MW under construction |
| 639 employees (includes 202 employees in EDPR Parent Company) | |||
|---|---|---|---|
| Spain | 2.371 MW operating | Portugal | 1.247 MW operating |
| France | 364 MW operating +24 MW under construction '+430 MW offshore in pipeline |
Belgium | 71 MW operating |
| Poland | 468 MW operating | Romania | 521 MW operating |
| Italy | 100 MW operating | United Kingdom |
1.4 GW (max) of offshore in pipeline development |
During 2015 EDPR produced 21.4 TWh of clean energy, of which 47% in Europe, 52% in North America and 1% in Brazil
ANNUAL REPORT 02 2015
Brazil
Our renewable energy business grossly comprises the development, construction and operation of fully controlled wind farms and solar plants to generate and deliver clean electricity.



DEVELOPMENT
connection feasibility.
SITE IDENTIFICATION LANDOWNER AGREEMENT Contact local landowners and
negotiate leasing agreement. Install meteorogical equipment to collect and study wind profile RENEWABLE RESOURCE ANALYSIS

and solar radiance.
LAYOUT DESIGN AND EQUIPMENT CHOICE
Optimize the layout of the farm and select the best fit of equipment model based on the site characteristics.
Evaluate potential operational and financial risks and find appropriate finance to the project.
Engage with local public authorities to secure environmental, construction, operating and other licenses.

Build access roads, prepare OPERATION foundations, assemble wind turbines or solar panels, construct substation.

OPENING CEREMONY
OPERATION
WIND AND SOLAR PLANT
Complete grid connection and start to generate renewable electricity.

Build access roads, prepare foundations, assemble wind turbines or solar panels, construct substation.
Celebrate the benefits of renewable energy with local communities, authorities and other stakeholders.
OPERATION
Keep availability figures at the highest level possible and minimise failure rates.


Monitor real-time operational data, analyse performance and identify opportunities for improvement. DATA ANALYSIS
EDPR, as a renewable energy company, creates great expectations in its stakeholders about Sustainability. Responding to these expectations 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 2014-2017 Business Plan. This roadmap brings together the three sustainability pillars and is laid down in 10 different areas: 1) Operational growth, 2) Risk controlling, 3) Economic value creation, 4) Environment, 5) Value circle, 6) People, 7) Governance, 8) Stakeholder Engagement, 9) Innovation and 10) Society. Defined goals make performance measurable to help drive the company as a growing leader in value creation, innovation and sustainability.
As of today, EDPR is successfully executing its sustainability roadmap creating solid foundations to outperform its 2014-2017 goals.

We aim to maintain an open and transparent dialogue with our stakeholders in order to build and strengthen trust, promote information and knowledge sharing, anticipate challenges and identify cooperation opportunities.
We do so through four main guiding commitments: Comprehend, Communicate, Collaborate and Trust. These commitments underlie a policy that aims to go beyond mere compliance with legal requirements, and to truly engage our different stakeholder groups.
| COMPREHEND | COLLABORATE |
|---|---|
| Include, Identify, And Prioritize: | Integrate, Share, Cooperate, Report: |
| We have dynamically and systematically identified the Stakeholders that influence and are influenced by the Company, and we analyse and try to understand their expectations and interests in the decisions that directly impact on them. |
We aim to collaborate with Stakeholders to build strategic partnerships that bring together and share knowledge, skills and tools, thereby promoting the creation of shared value in a differentiating manner. |
| COMMUNICATE | TRUST |
| Inform, Listen, And Respond: | Transparency, Integrity, Respect, Ethics: |
| We are committed to promoting two-way dialogue with Stakeholders through information and consulting initiatives. We listen, inform and respond to Stakeholders in a consistent, clear, rigorous and transparent manner, with the aim of |
We believe that the promotion of a climate of trust with our Stakeholders is crucial to establishing stable, long-term relationships. Our relationship with stakeholders is based on values like transparency, integrity and mutual |
Who is an EDPR stakeholder? Any person or entity that has an influence on or is influenced by our activities. They can be categorized into four segments: Democracy, Value Chain, Market and Social and Territorial Context.
The image below lists the different stakeholder groups, using Spain as an example:

EDPR conducted its first Stakeholder Survey for the Spanish market in 2015 in order to better understand how to improve communication and relationships with its stakeholders. The study was conducted over a three months period, surveying opinions from 12 different groups of stakeholders, including associations, the media, universities, suppliers, analysts, banks, investors, NGOs, city administrators, regional administrators, landowners and employees. The information was collected through interviews conducted in person, on the phone, by mail, and online.
Similar to the survey conducted in Portugal by the EDP Group, this study looked at soft indicators such as satisfaction, relationship, credibility, relevance of issues for the stakeholder, delivery, transparecy, among others. But it also included new indicators, such as the degree of influence on the decision making process, as well as the relevance of issues for EDPR's business.
The analysis of the survey found that EDPR is recognized for its support of renewable energies, safety in energy generation and its quality R&D investments. Stakeholders also reported as some of the most important factors transparency, trustworthiness and a low environmental impact.
Surveying stakeholders helps us understand what influences our relationships with them, and how we can improve these relationships. In order to implement what we learned from the survey, each business unit will regularly report on their most relevant stakeholders and the status of the relationship with each group. We are also working to enact a stakeholder management plan, which will set actionable goals within a set time frame, to generate value for both stakeholders and EDPR.

As pointed out, the Spanish study follows a previous survey conducted in Portugal for the entire EDP Group. In the future, we plan to conduct similar studies in all EDPR markets around the world with the goal of further develop a global vision of the company's relationships with stakeholders across its different locations.
2015
3 months
12 different stakeholders
3000 interviews


in 2015, significantly outperforming NYSE Euronext Lisbon PSI20 and Dow Jones Eurostoxx Utilities SX6E.
EDPR has 872.3 million of shares listed and admitted to trading in NYSE Euronext Lisbon. On December 31st 2015 EDPR had a market capitalization of 6.3 billion euro, +34% above from the 4.7 billion euro at previous year-end, and equivalent to € 7.25 per share. In 2015 total shareholder return was 35%, considering the dividend paid on May 8th of € 0.04 per share.
Indexed EDPR share performance vs. PSI20 & SX6E

| EDPR in Capital Markets | 2015 | 2014 | 2013 | 2012 | 2011 |
| Opening price (€) |
5.40 | 3.86 | 3.99 | 4.73 | 4.34 |
| Minimum price (€) |
5.30 | 3.87 | 3.58 | 2.31 | 5.25 |
| Maximum price (€) |
7.25 | 5.7 | 4.36 | 4.86 | 3.89 |
| Closing price (€) |
7.25 | 5.4 | 3.86 | 3.99 | 4.73 |
| Market capitalization (€ million) |
6,324 | 4,714 | 3,368 | 3,484 | 4,124 |
| Total traded volume: Listed & OTC (million) |
289.22 | 396.84 | 448.15 | 446.02 | 463.56 |
| …of which in NYSE Euronext Lisbon (million) |
109.67 | 149.48 | 200.29 | 207.49 | 232.29 |
| Average daily volume (million) |
1.13 | 1.56 | 1.76 | 1.74 | 1.80 |
| Turnover (€ million) |
1,824.08 | 1,976.41 | 1,759.20 | 1,525.56 | 2,098.58 |
| Average daily turnover (€ million) |
7.13 | 7.75 | 6.9 | 5.96 | 8.17 |
| Rotation of capital (% of total shares) |
33% | 46% | 51% | 51% | 54% |
| Rotation of capital (% of floating shares) |
148% | 205% | 229% | 228% | 239% |
Share price performance |
|||||
| +34% | +40% | Ͳ3% | Ͳ16% | +9% |
|
| Total shareholder return |
+35% | +41% | Ͳ2% | Ͳ16% | +9% |
| PSI 20 |
+11% | Ͳ27% | +16% | +3% | Ͳ28% |
| Down Jones Eurostoxx Utilities |
Ͳ5% |
+12% |
+9% |
Ͳ9% |
Ͳ25% |

EDPR shareholders are spread across 23 countries. EDP ("Energias de Portugal") is the major one holding 77.5% of the share capital since launching the company's IPO in June 2008.
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 77.5% of the share capital and voting rights, since launching the company's IPO in June 2008.
EDP ("Energias de Portugal") 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 the 4th 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 gas. EDP has a relevant presence in the world energy outlook, being present in 14 countries, with more than 10 million electricity customers and 1.2 million gas supply points and almost 12.000 employees around the world. In 2015, EDP had an installed capacity of 24.3 GW, generating 63.7 TWh, of which 34% come from wind. EDP has been recognised #1 worldwide in the Dow Jones Sustainability Index in the Utilities sector for the year 2013, and again in 2014, and member of the DJSI World for 8 years, following the group 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 a broad base of international investors. Excluding EDP Group, EDPR shareholders comprise more than 72,000 institutional and private investors spread worldwide. Institutional investors represent about 91% of EDPR investor base (ex-EDP Group), while the remaining 9% 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 23 countries, being United States the most representative country, accounting for 27% of EDPR shareholder base (ex-EDP Group), followed by United Kingdom, Portugal, France, Australia and Norway. In Rest of Europe the most representative countries are Netherlands, Spain and Switzerland.




Investment funds SRI Pension Other Retail
SHAREHOLDER (EX-EDP)

US UK PT FR AU NO RoE RoW
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.
This governance structure and composition was chosen to adapt the company's corporate governance model also to the Portuguese legislation and it seeks, insofar it is compatible with the Spanish law, to correspond to the socalled "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 a separate body, a Supervisory Board.
EDPR's model attempts then to establish compatibility between two different systems of company law, through a Nominations and Remunerations Committee and Audit and Control Committee of independent members, although not exclusively separate from the Board of Directors ("BoD").

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


Miguel Dias Amaro CFO

João Lopes Raimundo

Manuel Menéndez

João Paulo Costeira COO Europe & Brazil

Jorge Santos Chairman

Allan J. Katz

Gilles August

Gabriel Alonso COO North America

João de Mello Franco Chairman

António Nogueira Leite

Acácio Piloto

Nuno Alves

José Ferreira Machado 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 16 board members, out of which 9 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 five members, including a Chief Executive Officer (CEO). The CEO coordinates the implementation of the BOD decisions and the Corporate and General Management functions, partially assigning those to the other executive officers, namely: the Chief Financial Officer (CFO), the Chief Operating Officer for Europe and Brazil (COO EU & BR) and the Chief Operating Officer for North America (COO NA).
The CFO proposes and ensures the implementation of the financial policy and management, including financial negotiation, management and control, cash management optimization and financial risk management policy proposal; he also coordinates and prepares the business plan and the budget, manages the financial statements reporting analyses the operational and financial performance and coordinates procurement function and relations with key suppliers while ensuring the implementation of the procurement strategy and policy.
The COO EU & BR and the COO NA 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 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.

For further detailed information regarding the responsibilities and roles of the different social bodies, as well as 2015 activity, please refer to the Corporate Governance section, at the end of this report. The company also posts its up-to-date articles of association and regulations at www.edpr.com.
The organization structure is designed to accomplish the strategic management of the company but also a transversal operation of all the business units, ensuring alignment with the defined strategy, optimizing support processes and creating synergies.
EDPR is organized around three main elements: a corporate Holding and two platforms that group all the business units where the company has presence.

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: - Easy coordination, vertically (holding-platforms) and horizontally (across platforms); |
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 analyse 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.
| Identify an alleged violation of the code of ethics |
Reports of alleged violations of the Code of Ethics must be submitted to the Ethics Ombudsman, indicating personal data and a detailed description of the situation. |
|---|---|
| Ombudsman performs a summary investigation |
Ethics Ombudsman first confirms the events reported and submits a preliminary report on the initial confirmations to the Ethics Committee. |
| Ethics Committee decides if the complaint portrays a violation |
Ethics Committee analyses every situation reported and decides as to whether it should be classified as a violation of the Code of Ethics. |
| When a violation is confirmed, the Committee opens an investigation |
When conducting an investigation, the Company shall abide by the law and its own in-house rules. After the investigation is complete, the Committee decides whether any corrective or disciplinary action is required. |
In 2015 there were no communications to the Ethics Ombudsman regarding any irregularity at EDPR and no communications regarding any irregularity with material impact at EDPR though the whistleblowing channel.
Our commitment to ethics is reflected in our Ethics Program. Launched in 2010 and in order to renew ethical behaviours within the company and transmit the new additions to the code, was performed again during 2015.
The Ethics program is an important tool to assess the current status and promote awareness on the issue internally. The Program consists of an interpretative guide of the Code of Ethics, a survey to assess how ethics is understood by EDPR's workers and a training program. An online pilot training program was launched in 2015 to transmit general concepts to a group of employees, and after the great feedback provided by them it will be expanded to the rest of EDPRs personnel during 2016.
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.
This Anti-Corruption Policy will involve a series of new 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 throughout 2015.
At EDPR, from 1,018 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.
Despite not taking an active part in the negotiations, EDPR wants to facilitate the broadcast of any update in those agreements. EDPR organized training sessions for its employees to inform about the results of those negotiations.
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.
During 2015, representatives of the company held different meetings with employees' representatives to deal with some critical topics that affect EDPR, such as the health and safety of its employees, or the bonus payment that is being done in Brazil. In France, EDPR representatives defined a roadmap with the elected employees' representatives with the actions to follow in the short term.
A full description of the Ethics governance model can be found in the Corporate Governance Report
0\$1\$*(0(17 REPORT 2015




0\$1\$*(0(17 REPORT 2015

The world is currently facing vital decisions about the energy of tomorrow. While global primary energy demand is likely to grow by more than 30% over the next 20 years, the need to tighten greenhouse gas (GHG) emissions to address climate change is one of the main challenges of this century. This challenge, and in particular, the goal of limiting global warming below 2°C recently agreed at COP 21, requires an urgent shift towards a low-carbon economy.
The scientific consensus is that the Earth's climate system is unequivocally warming, and this is extremely likely attributable to GHG emissions from human activities.
Indeed, climate scientist have observed that carbon dioxide (CO2) concentrations in the atmosphere have been increasingly rising over the past century: from the pre-industrial level of around 280 ppm (parts per million), to 397 ppm in 2014. This represents approximately a 40% increase, a trend that is inevitably leading to a rise in temperature levels due to the "greenhouse effect" (by which GHG trap heat in the atmosphere). It has been commonly regarded as an adequate mean to stop this trend and avoid the worst impacts of climate change, to keep global warming below 2°C compared to the pre-industrial average.
"Scientific evidence for warming of the climate system is unequivocal"
Intergovernmental Panel on Climate Change (IPCC)
The energy sector is responsible for approximately two thirds of GHG emissions, being the power sector the largest emitter of CO2. This suggest that we are not able to effectively fight against climate change without a shift in the way we produce energy, and in particular, electricity. Therefore, a key pillar of mitigation strategies is the decarbonisation of the energy sector through renewable energy deployment.
However, current deployment of renewables, especially in the heating sector and in transport, is still not enough to achieve the required energy-related CO2 reductions, to keep global warming below 2°C. Therefore, the fundamental shift towards decarbonisation is still underway.

Source: World Resource Institute (2015)
In December 2015, the COP 21 UN Climate Change Conference reached an historical agreement. A legally binding commitment signed by 195 countries aiming at keeping global warming below 2°C.
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Next steps
The Agreement reached at Paris in 2015 is the result of a process that started in Rio de Janeiro Earth Summit back in 1992. The United Nations Framework Convention on Climate Change (UNFCCC) was adopted, acknowledging the existence of anthropogenic climate change.
Industrialized countries had the major responsibility for combating it, and the Kyoto Protocol in 1997 provided those countries with binding GHG emissions reduction targets for the period 2008-2012, which entered into force in 2005.
In 2009, countries failed to extend the Kyoto Protocol, but they managed to recognize the common objective of keeping global temperature increase below 2°C.
In 2011, the Durban Platform for Enhanced Action (ADP) was created in order to seek an agreement before 2015, with legal force, applicable to both developed and developing countries, to be applicable in 2020.
In the run-up of the Paris Conference, 186 countries submitted their commitment to fight climate change (INDCs), with GHG reductions targets for 2025-2030.
The submitted INDCs showed that pledges would still result in a global warming between 2.4°C and 2.7°C, therefore, above the 2°C threshold.
After a four-year negotiation round, bythe end of 2015, the so-called Paris Agreement was finally achieved with 195 countries agreing to curb greenhouse gas emissions in order to avoid the worst impacts of global warming. The agreement can be considered as historical as it reached the following key factors:
The Paris Agreement will be open for signature on April 22, 2016, and will enter into force on the 30th day, after at least 55 parties accounting for 55% of global greenhouse gas emissions have ratified it. Therefore, the earliest possible date of which the Agreement could enter into force is end-May 2016 but its unlikely to be so straightforward, with governments needing time to push ratification through their respective governments.

Acknowledged a human induced climate change
GHG reduction binding targets for industrialized countries
Recognized <2°C common objective
Developed and developing countries to agree on a protocol with legal force
INDCs commitments by country to reduce emissions by 2025/30
Enter into force when 55% of GHG emissions ratify the
aggrement
In the current decarbonization scenario, with the commitment to keep global warming below +2°C, renewables are expected to play a key role within an energy sector that is the largest contributor to GHG emissions. Renewable energy has proven to be a competitive source of energy, with a strong contribution to GDP growth while on top of mitigating the potential impacts in the economy that climate change would bring.
Ramping renewables is essential to meet climate goals without decelerating economic growth and reducing welfare. In the submitted INDCs prior to COP 21, the growth of the renewable energy capacity (including hydro) is expected to go from 29% in 2013 to a 44% in 2040, about 34% of the generation.
However, the fully implementation of the submitted INDCs and policies of similar strength after 2030, probably will still lead to a warming of around 2.4-2.7°C by 2100.
To achieve the 2°C target scenario, it would require emissions to be close to zero in 2100, while the 1.5° would even require negative emissions from 2080 onwards, which could be achieved with CO2 removal technologies.
According to "IRENA" (International Renewable Energy Agency), doubling the share of renewable energy by 2030 could deliver around half of the required emissions reductions and, coupled with energy efficiency, keep the average rise in temperatures below 2°C, preventing, ultimately, the worst impacts of climate change. Most precisely, doubling the share of renewable energy by 2030 would allow to reduce 8.6 Gt of energy-related CO2 every year until 2030.

(1) Median values have been taken Source: Climate action tracker / EDPR
Today, renewable energy technologies are viewed not only as tools for mitigating climate change, but are also increasingly recognised 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.
GDP growth is one of the outputs of the large deployment of renewables worldwide, thanks to the development of a new industry, which has been representing an increasingly share of the global economy.

Job creation has been asserted by several studies as one of the benefits of renewables, as they recognize this industry is more labour-intensive compared to fossil fuel technologies which are more mechanized and capital intensive. This means that, on average, more jobs are created for each unit of electricity generated from renewable than from fossil fuels. According to IRENA, the sector employed 7.7 million people in 2014, directly and indirectly, around the world (excluding large hydropower), an 18% increase from 2013. Wind energy, is responsible for more than 1 million, 31% of them in Europe.
Reducing country energy dependency is possible because wind, solar and hydro technologies use endogenous resources. Countries enhance their security of energy supply and minimize their exposure to potential increases in fuel prices. Fuel resources are scarce and concentrated in some geographies which explains its high and volatile price.
Reduce wholesale prices, thus, energy-consumers' bills, because renewable generation is bid its output in wholesale markets at zero cost as wind or solar energy has no marginal cost. Power prices are determined by the intersection of power supply and demand, bids at zero displace more expensive technologies shifting, consequently, the supply curve. For a same level of demand, when wind production is available, the market price goes down (the so-called "merit order effect").
It´s a fact that wind power reduces the price of electricity: the more the wind blows, the lower the pool or wholesale electricity market price is, which benefits consumers and companies in their electricity bills. This fact is easily observed in the Spanish market, for instance, in the first two weeks of 2015. At that time, the average daily market price, which is the basis for calculating the energy term of the electricity bill, reached 55.66 €/MWh, representing an increase of more than 67% over the same period of the previous year. What was the reason behind this? Low wind generation. According to data released by the Spanish Transmission System Operator (REE) on January 15th, wind production was 1,494 GWh that is 50% lower than in the early days of 2014.

Plummeting costs for renewable energy technologies are making a global energy transition not only possible, but actually, less expensive than the alternative. This is the reason why an increasingly number of private companies are opting for renewables to provide their energy needs, including some of the biggest worldwide as Apple, Ikea, Amazon, Wal-Mart and Lego.
Many studies have also analysed the costs of addressing climate change compared to the costs of "inaction" (business as usual). Most of the studies agree on the fact that, if we don't act now, the overall costs and risks of climate change would outweigh the costs of current mitigation options. Most of the studies conclude that, potential impacts of climate change on water resources, food production, health and the environment among others, will provoke important losses for the economies. Instead, the costs of mitigation options (mainly renewables' deployment) will have a negligible impact on aggregate terms.
Focusing on the energy sector, Citi has conducted a study ("Energy Darwinism II"), in which it concludes that the expenditure on energy over the next quarter century, on an undiscounted basis, is remarkably similar in a lowcarbon scenario compared to business-as-usual one. More precisely, the cost of following a low-carbon route in the next 25 years would be of US\$190.2 trillion which is even cheaper than the cost in an "inaction" scenario (US\$192.0 trillion). This is due to the rapid drop of renewables' costs, which, combined with lower fuel usage from energy efficiency investments, result in significantly lower long-term fuel bill.
Therefore, from an economic perspective, the transition towards a low-carbon economy would have positive effects, not only in aggregate terms, but even in the energy sector.
"Yes to Wind Power" works to spread the word that renewable energy is now one of the least expensive generation technologies in the world, even beating out traditional sources like gas and coal. In addition to the economic benefits, the campaign also emphasizes that promoting a shift from conventional fossil fuels to renewable energy is one of the most effective and feasible near-term ways of mitigating climate change. Wind power's scalability, speed of deployment and falling costs make it the best choice to achieve emissions reductions.
The end goal of the campaign is to create more advocates for renewables, and increase societal support for the continued development of wind power and other renewable methods of energy generation.

Through "energetic hipster", a character created to reach the younger public, the campaign has already reached more than 5 million people, offering scientific data in an easy to read and access format. EDPR created a viral video and a web site full of well-researched and credible information including scientific articles and reports about the benefits of wind power and other types of renewable energy. This is made available to the press, opinion leaders and the general public.
"Yes to Wind Power" also has a social media component that aims to build an online community around it. The campaign has been featured in thousands of news reports and blogs, including an article in The Wall Street Journal.
CAMPAIGN'S REACH:
1,235,989 hits
Wind economics, energy policies and environmental concerns continue to drive renewables capacity growth globally.
2015 was a record year for the wind industry as annual installations crossed the 60 GW mark for the first time, bringing total capacity to 432 GW.
By region, 2015 was undoubtedly a great year for China that surpassed for the first time the astonishing figure of 30.5 GW, a record figure never seen before and clearly above expert's estimates.
In Europe, 12.8 GW of wind were installed during 2015, a 6.5% increase compared to 2014 installations. Germany, that added 6 GW, was again the largest market, both in terms of cumulative capacity and new installations. Poland came second with 1.3 GW added, more than twice the annual installations in 2014. France was third with 1.1 GW, followed by UK which managed to connect 1 GW.
Although 2015 was a relatively quiet year for European onshore wind, it was an outstanding year for offshore. EWEA (European Wind Energy Association) reported that 3,019 MW offshore wind capacity were installed in European waters, a 108% increase over 2014. These results make cumulative installed capacity amounting to 11,027 MW, consolidating European leadership in terms of offshore wind. This impressive achievement was primarily driven by the German market, where 75.4% of all new capacity was brought online (2,282.4 MW), a four-fold increase compared to 2014. The second largest market was the UK (566.1 MW, or 18.7% share), followed by the Netherlands (180 MW, or 5.9% share). However, despite German additions, UK continues to be the largest offshore market, with 5 GW of installed capacity representing nearly half of total European capacity.
Overall, in Europe, wind power was the energy technology with the highest installation rate, reaching 44% of all new installations. Solar PV came second with 8.5 GW (29% of 2015 installations) and coal third with 4.7 GW (16%). Globally, renewables accounted for 77% of new installations.
2015 was also a very good year for North American wind, primarily driven by US installations: 8,598 MW (a 77% increase over 2014). The US ended 2015 with 74,472 MW, consolidating its second position (after China) in terms of total installed capacity. Mexico installed 714 MW, amid the implementation of its comprehensive electricity market reform, while Canada 1,508 MW, slightly less than in 2014.
In Latin America, Brazil lead the way, installing a record 2,754 MW, with cumulative capacity reaching 8.7 GW. It also worth noting that Uruguay added 316 MW, 60% increase versus its 2014 capacity.
Other emerging economies also achieved important additions as for example India (2,623 MW, surpassing Spain and becoming the fourth largest market), South Africa (483 MW), Panama (235 MW) or Ethiopia (153 MW), among others.
In 2015, the main drivers for wind energy growth were its increasing competitiveness, the need to fight climate change and reduce pollution (particularly choking smog that is dangerously threatening people's health in many countries). Energy security, increasing power demand in emerging countries, insulation from volatile fuel markets, job creation and local industrial development were also decidedly key, but price and environmental concerns stood out as main drivers in 2015.
In October 24th European Council reached an agreement on 2030 Climate and Energy Policy Framework. A binding renewable energy target of at least 27% was set at European level, a binding EU target to reduce domestic greenhouse gas emissions by 40% compared to 1990 levels and a non-binding energy efficiency target of 27% (to be re-visited by 2020). The framework does not mention individual targets for state implementation so it is still not clear how efforts will be conducted at the national level. European Institutions have now to work in the governance system to set the framework to reach this 2030 targets.
| Renewable energy |
CO2 emissions reduction |
Energy efficiency |
|
|---|---|---|---|
| 2020 targets |
20% | 20% | 20% |
| 2030 targets |
At least 27% | At least 40% | At least 27% |
In October 2015, the European Environment Agency published its "Trends and projections" report, according to which the EU would be on tract to meets its climate and energy targets set for 2020. The report states that GHG emissions were already in 2013 19.8% below 1990 levels (and therefore, very close to the 20% target). Regarding renewables share, the 2020 target could be meet, provided that Member States sustain the speed of renewables' development.
Progress on member states towards 2020 targets

On January 14th 2016 the first auction of RES capacity under the RD 413/2014 framework was held.
The auction was designed to provide a similar remuneration scheme that the one that applies to current installations (RD 413/2014).
Developers were bidding to build 500 MW of wind energy and 200 MW of biomass plants.
The auction was very competitive, around 5 times oversubscribed for onshore wind, and awarded contracts without any incentive, this is, at 100% discount to the opening price. EDPR was awarded 93 MW of wind energy.
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The Government has announced that more auctions will be organised, possibly in 2016, to contract the capacity that Spain needs to comply with its 2020 targets.
In connection with 2020 targets, the ministry of Industry, Energy and Tourism published in December its "National Energy Infrastructure Plan 2015-2020" which includes government's view on capacity additions by technology throughout the period. According to this document, and in order to comply with the 2020 targets, around 4.5-6.5 GW of wind capacity would be needed.

In France, the "Energy Transition bill", whose aim is to build a long-term and comprehensive energy strategy, was finally passed in July 2015. In 66 articles, the text targets to cut France's GHG emissions by 40% between 1990 and 2030 (and divide them by four by 2050), to halve the country's energy usage by 2050, to reduce the share of fossil fuels in energy production, to cap the total output from nuclear power at 63.2 GW and bring the share of renewables up to 32% of the energy mix.
Following the provisions of the "Energy Transition Law", the French government disclosed a draft decree with the details of a new remuneration scheme for renewables. According to this text, renewables will be remunerated by contract-for-difference scheme. However, the implementation for wind energy will probably be delayed to 2018 and up until then, new wind farms will be remunerated according to the current feed-in tariff scheme.

In Poland, a new Renewables' Act was approved in February 2015, introducing a different support system for new renewables plants. According to the law, the current Green Certificate (GC) system will be replaced by a tender scheme. However, the current GC scheme will be maintained (with some adjustments) for operating plants. These plants will have the choice to remain under the GC scheme or shift to the new scheme through specific tenders for operating assets.
In Italy a new draft decree envisaging new wind tenders for at least the two next years. According to the draft, 800 MW of onshore wind could be tendered, with a reference tariff of 110€/MWh. The publication of the final decree is expected for the first quarter of 2016.

On February 26, DECC (Department of Energy and Climate Change) and National Grid, published the results of the first "Contract for Difference" (CfD) auction. Over 2.1 GW of capacity across 27 projects was awarded a CfD contract. Successful projects include 15 onshore wind projects, 2 offshore wind and 5 solar PV, among others.
UK energy secretary Amber Rudd announced a "new direction for UK energy policy" in a speech on 18 November. According to it, the strategy is likely to be focused on gas, nuclear, and provided it cuts its costs, offshore wind. With regards to offshore, she announced that the government would fund three auctions before the end of the decade, with the first probably to be held by end 2016. However, this funding will depend on offshore wind capacity to lower its costs.

The European Commission (DG Competition) disclosed in May 2015, its clearance to the Romanian Renewables support scheme amendments notified in 2013 and 2014. Therefore, the amendments have been declared compatible with European regulation, specifically, the European Energy and Environmental State aid Guidelines (EEAG).
On December 2015 the Government finally set the value of the GC quota for 2016 at 12.15%, the same value that was proposed by ANRE by the end of July (well below the original 17% set in the original RES Law)

There are two types of renewable reverse auctions in Brazil: energy auctions and capacity auctions. Energy auctions result in long-term power purchase agreements (PPAs) being signed between generators and distributors in order to satisfy distribution companies' demand. Capacity auctions result in long-term PPAs signed between generators and Brazil's wholesale market operator, being the main purpose to guarantee the country's reserve margin and grid safety.
In 2015, renewables' projects participated in four auctions. EDPR was awarded 140 MW of wind in an auction held on November 13th.
The EU emissions trading system (EU ETS) is a cornerstone of the European Union's policy to address climate change and it represents a key tool for reducing GHG emissions costeffectively.
However, the scheme has been witnessing severe challenges. To address them, the European Commission has approved a range of measures.
The EU's emissions trading scheme (EU ETS) was launched in 2005 to promote the reduction of GHG emissions in a cost-effective and economically efficient way. It works on a "cap and trade" principle. A cap, set by the EU, is set on the total amount of certain GHG that can be emitted by the industries, power plants and other installations in the system. The cap is reduced over time so that total allowed emissions gradually decreases. Within the cap, companies receive or buy emission allowances which they can trade as needed.
However, in recent years, weak demand for allowances, largely due to the economic crisis, has led to a surplus of allowances, which has depressed the carbon price.


To address the problem, the EU Commission has introduced two mechanisms: backloading in 2014 and the Market Stability Reserve in 2015.
The Backloading was implemented through an amendment to the EU ETS Auctioning Regulation which entered in force on February 2014. It has been designed as a short-term mechanism that consists on postponing the auctioning of allowances. In particular, the auction volume has been reduced by 900 million allowances (400 million in 2014, 300 million in 2015 and 200 million in 2016). By such, the backloading is aimed at rebalancing supply and demand in the short term, and reducing price variations.
The Market Stability Reserve (MSR) is a long-term, structural measure approved by the European Parliament of 7 July 2015 and by the Council on 6 October 2015. The MSR aims at reducing the historical surplus of allowances and improving the resilience of the EU ETS by adjusting the supply of allowances to be auctioned. The scheme will start operating in 2019 and is expected to put Europe on the right track to achieve its ambition to cut greenhouse gas emissions by 40% in 2030 compared to 1990 levels.
In accordance with the MSR, when in a given year the total emission allowances exceeds a certain threshold, a percentage of allowances will be automatically withdrawn from the market and placed into the reserve. In the opposite case, allowances will be returned from the reserve to the market.
Under the scheme, backloaded allowances (900 million postponed allowances withdrawn from the market at least until 2019), will be placed in the reserve when in starts in 2019. Unallocated allowances from the period 2013- 2020 will be also added in the reserve as soon as in 2020.
For the period 2021-2030, market imbalances would also be addressed by a faster reduction of the annual emissions cap. The European Commission is proposing reducing the overall number of allowances by 2.2% each year compared to the current figure of 1.74%.
Growth in the US expected to add +18 GW of renewable capacity per year until 2020 to meet environmental (RPS) targets and wind energy competitiveness, according to NREL. Incentives as PTCs and the prevalence of PPAs also play a key role.
Historically, the typical framework of wind development in the US has been decentralised, with no national feed-in tariff. It involves the combination of two key drivers of the top line:
PTCs: production tax credits are the dominant form of wind remuneration in the US, and represent an extra source of revenue per unit of electricity (\$23/MWh in 2015), over the first 10 years of the asset's life. There are other mechanisms as well, such as ITCs, investment tax credits equal to 30% of the initial capex usable in lieu of PTCs.

PPAs: long-term bilateral power purchase agreements by which a wind developer can sell its output at a fixed price, usually
adjusted for inflation or a negotiated escalator. Demand for PPAs has been very strong, driven mainly by the need to meet renewable portfolio standards (RPS) targets but also from increasing improving relative competitiveness of wind energy.
The PPA + PTC combination allow wind energy companies to 'lock-in' a return over the life of the assets. The final goals targeted by the application of this framework involve cost competiveness and affordability, security of supply and environmental concerns.
Historically, eligibility for production tax credits incentives has been made possible for a couple of years at a time, over a limited period, without any visibility on any further extensions. After many extensions in a 'stop and go' approach, companies required visibility on the investment horizon for wind energy companies.
The President of the US signed in December 2015 the Consolidated Appropriations Act, 2016, which includes the extension of energy-related tax incentives for renewable energy in the country. As a result of this Act, wind energy projects that begin construction before January 1st 2020 will qualify for 10 years of Production Tax Credits ("PTC") on the electricity output. Previous to this extension, PTCs were available for wind energy projects that had begun construction before January 1st 2015.
The 5-year extension also includes a phase down according to which the PTC value shall be reduced by 20% in the case facility construction begins after December 31st, 2016, and before January 1st, 2018; by 40% if construction begins after December 31st, 2017, and before January 1st, 2019; and by 60% if construction begins after December 31st, 2018, and before January22020. Projects also have the option to choose, in lieu of the PTC, an Investment Tax Credit ("ITC") on the project cost during the same period and with the same phase down percentages.
This framework provides long-term visibility and an improved environment for the development of new wind and solar projects, thus creating conditions to allow EDPR to further execute competitive projects in the US and strengthen its presence in a country that is already its main growth market.
PTCs are currently crucial, but their relative importance is likely set to decrease over time. The economics of wind power in the U.S. are rapidly improving, necessitating lower and lower PPA prices, to the point where wind is competitive on its own in some areas against other traditional technologies, on a 'new-build' basis. The various RPS and other environmental goals will still represent a substantial incentive, PTCs notwithstanding.
The improving wind energy economics include decreasing capex and opex per MW, and even more per MWh due to the increase in load factors via technology improvements in wind turbines and also overall excellent wind resources in the US, especially in the regions with best resource available. In the west and east states, load factors are typically within 25-30%, while in the central states those are typically of 30-45%. This naturally makes wind energy further more competitive from a fundamental standpoint, even without incentives.
The renewable portfolio standards (RPS) are designed to require power suppliers to provide a minimum share of electricity from renewable sources, on a state-by-state basis. Such standards have increased and by 2015 a total of 31 states have binding RPS objectives, as shown in the table below, which excludes the 7 states with voluntary goals. Although those are implemented by states all-round the US, however a strong cluster is observed in the west/pacific cost and the north east. This typically represents 10% to 25% to be reached by 2020-25 for most states, and often foreseeing a gradual increase in the mandated percentage.
Renewable Portfolio Standards (RPS) set penalties to utilities that do not procure a certain percentage of generation from renewable resources. Utilities can either invest directly in renewable generation assets, purchasing electricity from other renewable generators or purchase RECs. As a result, many utilities setup auction systems (RFPs) to seek long-term power purchase agreements with renewable energy generators. Due to the competitiveness of wind energy, this technology has received the largest share of awarded PPAs.
| RPS objective | 2015 | 2020+ | RPS objective | 2015 | 2020+ |
|---|---|---|---|---|---|
| Arizona | 4.5% | 15% | Montana | 15% | 15% |
| California | 23% | 33% | Nevada | 20% | 22% |
| Colorado | 17.3% | 28.8% | New Hampshire | 13.8% | 23.8% |
| Connecticut | 16% | 27% | New Jersey | 12.2% | 20.5% |
| Delaware | 13% | 25% | New Mexico | 15% | 20% |
| District of Columbia | 9.5% | 20% | New York | 9.3% | 9.3% |
| Hawaii | 15% | 25% | North Carolina | 8% | 12.5% |
| Illinois | 10% | 20.5% | Ohio | 3.5% | 8.5% |
| Iowa | 0.7% | 0.7% | Oregon | 15% | 20% |
| Kansas | 15% | 20% | Pennsylvania | 14% | 18.5% |
| Maine | 8% | 13% | Rhode Island | 9.2% | 16% |
| Maryland | 13% | 20% | Texas | 5% | 8.6% |
| Massachusetts | 8% | 15% | Vermont | 8% | 10.5% |
| Michigan | 10% | 10% | Washington | 3% | 15% |
| Minnesota | 20% | 30% | Wisconsin | 10% | 10% |
| Missouri | 8% | 15% |
Moreover, the U.S. administration has also recently announced (August 2015) the Clean Power Plan by the U.S. Environmental Protection Agency (EPA), a plan to help cut carbon pollution from the power sector by 32% by 2030 (against 2005 levels). Power plants are responsible for about one-third of all US greenhouse gas emissions. This plan implies greater reliance on gas (CCGTs account for c. 40% of the planned reduction emissions), but also on alternative energy sources (c. 25% of the planned reduction emissions), and especially wind.
Demand growth in the U.S. market could still be motivated by other existing forces, primarily the planned coal capacity retirements, wind energy competitiveness as well as RPS compliance in several states. Approximately 42 GW of coal capacity has been announced to retire through 2020 of which we expect wind to absorb a significant share in the replacement of such retirements. Furthermore, renewable energy generation becomes more competitive as a direct result from coal retirement. A higher penetration of energy generated from natural gas can lead to more flexible grids, benefitting intermittent resources such as renewables.
will need to be added until 2020 in order to fulfil
Regarding RPS targets in place to encourage renewable energy demand, we estimate 22 GW of wind

compliance with targets already established. From wind energy competitiveness alone, we believe an additional 7 GW can be added.
EDPR's value creation strategic plan through 2017 remains in line with previous architecture, supported by three pillars with defined goals: Selective Growth, Increased Profitability and Self-funding Model.
On May 2014, EDPR presented to the financial community its Business Plan for 2014-17 at the EDP Group Investor Day held in London, in which were present c.200 financial markets participants.
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 renowned 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 global leading company in the renewable energy industry.
As of today, EDPR is successfully executing its strategic agenda creating solid foundations to outperform its 2014-17 goals.
| Strategic Agenda | Comitition POLATE | ||
|---|---|---|---|
| Investing in quality projects | >500 MW DEL VERE |
Added =1.1 GW in 2014-15 | |
| Selective Growth |
Growing in projects w/ long-term contracts atready awarded |
>85% VHIble |
Full visibility aver 2016-17 growth |
| Developing offshore projects in FR. and UK |
post-2017 growth |
Continuium and franklaping official one the projects on | |
| Maintaining high availability levels | 397.5% | High availability levels at 97,6% | |
| Increased Profitability |
on on the group growth an distinctive wind assessment |
31.596 Load Factor |
Delivering above market avg. Ioad factors |
| Increasing afficiancy, reducing OPEX/MW |
-2% CACK |
Lower Opex/MW based on O&M Strategy | |
| Strong Operating Cash-Flow generation |
C3.550 | E1.4 bn mostly from assets with PPA/FIT | |
| Self-funding Model |
Asset Rotation to entiance value growth |
CO.7bn (ex.CIG) |
Target exceeded CO.Son already secured |
| Not Investment supported by Assoc Rotation Program |
CL.Bbn | €1.2 bn of investments in quality projects | |
EDPR on-target execution will allow the company to deliver solid growth targets…

…and continue to lead in a green and sustainable sector with increased worldwide relevance.
The selective growth strategic pillar is the guiding 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 at superior profitability. This strategy can be seen in the 2014-17 Business Plan growth options, as projects have been selected according to two key guidelines:
1) Low risk profile - New capacity benefits from long-term PPAs already awarded or under stable regulatory frameworks. This guarantees high visibility of the project's future cash-flows, reducing risk and locking-in project profitability.
2) High operational performance – The projects selected exhibit strong operating metrics, namely above portfolio average load factors. This improves project competitiveness and drives higher profitability.
EDPR is well on track to deliver on its business plan target growth of +2 GW (>500 MW/year). EDPR's Extensive pipeline has been an important contributing factor to the successful execution of this strategy. The availability of multiple projects coupled with strong development expertise guarantees that only the best, fully optimized, projects are finally selected for investment.
The United States is EDPR main growth driver for the 2014-17 Business Plan timeframe. The PTC tax benefit scheme, strong demand for long-term PPAs from wind energy projects, combined with EDPR's deep portfolio of projects in this market support this solid growth opportunity. Additionally, self-funding is available through tax equity partnerships with the possibility of asset rotation transactions as well, given the strong interest from infrastructure and pension funds for equity stakes.
The December 2015 extension of the Production Tax Credit, that includes a gradual phase down of the PTC value for projects that start construction before 2020, provides further long-term visibility and an improved environment for the development of new wind energy projects. This extension provides visibility to US growth beyond the 2014-17 timeframe, further strengthens the strong fundamental of the US wind market, and support EDPR's choice to shift growth to the US.
Project economics on all of the new investments in the US are strong, with average load factors of about 43%, earning average PPA prices in the first year of \$48/MWh, leading to double-digit IRR percentages.
Certain European markets continue to provide good growth opportunities supported by regulatory frameworks that provide a low risk environment.
France's existing feed-in tariff regime provides a stable growth opportunity in Europe. For the 2014-17 Business Plan EDPR targets additions of 60-70 MW through pipeline development, having already installed 42 MW by December 2015. In Italy, EDPR has installed the 30 MW awarded in 2013, and intends to participate in future energy auctions to generate new possible additions. In Poland, EDPR has already installed 99 MW in 2014 and 2015 under the current Green Certificate regime, whilst further growth remains contingent to the approval of a new energy law, expected to be based in energy auctions, where EDPR maintains competitive projects in pipeline. Finally, in Portugal, the total capacity awarded back in 2006 to the ENEOP consortium has been fully installed, the consequent asset splitting executed, and EDPR now fully consolidates 613 MW.
In Brazil, EDPR will install in 2015-17 the projects with PPA awarded in 2011 and 2013 for a total 236 MW, thus representing a significant increase in capacity from current portfolio of 84 MW.
In 2014 EDPR has entered the Mexican energy market signing a long-term electricity supply agreement, for the energy of a 200 MW wind farm to be installed in 2016, representing a sizeable entry into a low risk and attractive market. Mexico is as a country with great potential for wind energy and this entry can provide a solid platform for further growth in this market.
Additionally, EDPR is to remain actively prospecting opportunities in new markets with strong fundamentals, namely high growth of electricity demand, robust renewable resources and availability of long-term energy supply agreements awarded through competitive schemes.

Power Purchase Agreements are a fundamental tool to accomplish EDPR low risk approach in the US market. They ensure that a project's energy is sold at a pre-determined price for long time period, generally between 15- 20 years. This shields EDPR from any volatility in energy market price, locking-in project profitability.
During 2015 EDPR successfully signed two additional PPA for 200 MW of new capacity, relating to wind farms in Texas and Ohio, to be installed in 2016. These two agreements that were signed with commercial and industrial corporations, one of which Amazon Web Services Inc., are a clear sign of the growing demand for green affordable energy from corporate players. Previously the demand for PPAs came only from traditional utilities, however recently the direct procurement from corporations has increased substantially, adding new demand for EDPR US wind and solar projects.
These long term sale agreements demonstrate not just EDPR's skill in closing commercial deals but foremost the company's strong ability to position effectively a pipeline of quality projects, in suitable locations and stages of development as a key success factor to capture growth opportunities on-time.
One of the strategic pillars and 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 farms and solar plants. In this area, EDPR's teams, namely in operations and maintenance, have established a strong track record that support challenging targets set in the 2014-17 Business Plan. For this period, EDPR has set targets for three key metrics: Availability, Load Factor and Opex/MW. These three metrics provide an overall view of the progress in our operations and maintenance, wind assessment and cost control efforts. They also serve as good indicators for the overall operational efficiency of the company.
Availability measures the percentage of time the fleet is fully operational. If an equipment has a 97.5% availability metric this means that, in a given period, it was available to generate energy 97.5% of the time, which leaves only 2.5% for preventative maintenance or repairs. Availability is a clear indicator of performance of the company's operations and maintenance practices as it focuses on reducing to a minimum any malfunctions and performing maintenance activities in the shortest possible timeframe.
The company always maintained high levels of availability and has registered availability of above 97.6% in 2015, in line with its 2014-17 Business Plan target. EDPR will continue to look for further increases in availability through new predictive maintenance optimization measures supported by the 24/7 control and dispatch centre, in 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) measures the speed and quality of the renewable resource at the wind turbines or solar panels. A load factor of 31.5% means the percentage of maximum theoretical energy output with an equipment working at full capacity, in a given period. For example, for 1MW over a year, it equals to the production of 2.759,4 MWh (31.5% x 1 MW x 24 hours x 365 days).

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 improving availability as described and, if possible, introducing productivity enhancement retrofits that boost production by setting older equipment models with the most up-to-date technological improvements available to increase efficiency in the utilization of renewable resources available. With regards to wind farms and solar plants under development, maximizing load factor is mostly the expert work of energy assessment and engineering teams, designing an optimal layout of the plant, by fitting the positioning and choice among different equipment models 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 29.2% in 2015, which is slightly below the 29.4% P50 (mean probability) assessment for the current fleet, and has set a target of 31.5% until the end of the 2014-17 period.
EDPR is also creating value by improving its assets implementing new technologies on the turbines to boost the power output without requiring major component changes. EDPR's Performance Analysis teams are collaborating with the manufacturers to determine the best practices to apply this new technology.
By monitoring real-time conditions, the rotational speed of the generator can be increased while staying within the existing loads envelope, thus increasing the power output. The extra output increases the revenues of the wind farm, without major investments needed. This technology has successfully being applied on many turbines and it will keep being developed in the following years.
In addition to all company initiatives to boost production, EDPR also focuses on strict cost control efforts to improve efficiency and gain additional profitability. Leveraging on the experience accumulated over time, we set a target in the 2014-17 Bussiness Plan to reduce Opex/MW by -2% CAGR 2013- 2017. Despite the natural aging of its installed asset base, the company is on track to achieve this objective, with a registered reduction on OPEX of -2% CAGR 2013-15. A strict control over costs has been applied to reduce the manageable company costs structure, also benefiting from the economies of scale of a growing company. With regards to O&M, representing c. 30% of total Opex, EDPR has already delivered results form the implementation of its M3 system and selfperform program to some of the wind farms that are no longer subject to initial warranty contracts.
As EDPR's fleet becomes more mature the initial Operations and Maintenance (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 or insourcing activities to operate the wind farm on its own, whilst maintaining high levels of availability.
The M3 (Modular Maintenance Model) program is our solution. Based on EDPR's expertise, our 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, laborintensive tasks.
This strategy resulted in estimated savings of around 20% in the wind farms where the M3 system was implemented, which account for 40% of Europe's fleet.
In the US, during 2014 we expanded the M3 model to a pilot self-perform program in the Blue Canyon V wind farm. After a market review and a bottom-up analysis, we identified potential savings by fully insourcing O&M activities, given the in-house capabilities developed over the last years.

This new program immediately showed savings in operational expenses and increased control over quality. During 2015 self-perform maintenance was implemented in additional facilities whose maintenance contracts were up for renewal.
EDPR self-funding model has been a cornerstone of EDPR strategy and its success has been crucial for funding growth. The self-funding model relies on a combination of cash-flow from operating assets, external funds from tax equity and other structured project finances as well as proceeds from asset rotation transactions to finance the profitable growth of the business. This model substitutes the previous financing strategy that depended on corporate debt from EDPR's majority shareholder EDP.
The primary source of funds for the company is the operating cash flow generated from the existing assets, which is firstly used to pay for the debt service and capital distributions to equity partners, while the excess is available to pay dividends to the shareholders of EDPR or to fund new investments.
A strong operating cash-flow generation of about € 3.5 billion is expected for the period 2014-17.
EDPR has indicated a dividend pay-out ratio policy in the range of 25-35% of its annual net profit, thus allowing that most of the cash-flow available to fund growth. The dividends paid in 2015 amounted to about € 35 million corresponding to the low end of the range relative to the net profit of the previous year, representing only a small share of the available cash-flow generated in the period.
EDPR always aims to find external financing to its projects, namely through tax equity structures, typical of the US, and through other project finance structures, available in other geographies. The use of such structures fit in the self-funding model because they substitute the need of corporate debt.
Moreover, the case of tax equity in the US also enables an efficient utilization of the tax benefits provided by the project thus improving its economics. In a simple view, under the tax equity partnerships, 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 ten years of operation.
In the case of project finance, it is also a means to contract long-term debt in local currency at competitive costs in order to mitigate the refinancing risk and to reduce the foreign exchange risk by having a natural hedge between revenues and expenses.
In 2015 EDPR signed three tax equity transactions relating to the total 398 MW capacity added in the US this year, and corresponding to tax equity financing proceeds of US\$ 473 million. These transactions bring total tax equity financing proceeds ever raised by EDPR up from US\$ 3.1 billion.
| Signing | Project name | Location | MW | Million | Timing | Counterparty |
|---|---|---|---|---|---|---|
| Nov-15 | Arbuckle | Oklahoma | 100 | USD 116 | 4Q15 | MUFG + (undisclosed) |
| Oct-15 | Waverly | Kansas | 199 | USD 240 | 4Q15 | Affiliate of Google Inc. |
| Jul-15 | Rising Tree South | California | 99 | USD 117 | 2Q15 | MUFG + (undisclosed) |
| Oct-14 | Rising Tree North | California | 99 | USD 109 | 4Q14 | MUFG Union Bank |
| Set-14 | Lone Valley | California | 30 | USD 33 | 4Q14 | (undisclosed) |
| Jul-14 | Headwaters | Indiana | 200 | USD 190 | 4Q14 | BofA Merrill Lynch |
| US Tax equity: | 727 | |||||
| Jul-15 | Polish Wind Farm | Poland | 54 | PLN 167 | 3Q15 | (undisclosed) |
| Apr-15 | Belgium Wind Farm | Belgium | 14 | EUR 16 | 2Q15 | (undisclosed) |
| Jan-15 | Baixa do Feijão | Brazil | 120 | BRL 306 | 1Q15 | BNDES |
| Aug-14 | Korsze | Poland | 70 | PLN 220 | 3Q14 | Bank of China |
| Mar-14 | Solar PV plants | Romania | 50 | EUR 30 | 3Q14 | EBRD + BSTDB |
| Jan-14 | South Branch | Canada | 30 | CAD 49 | 1Q14 | (undisclosed) |
| Project finance: | 338 |
With regards to project finance, in 2015 EDPR closed an important project finance deal for its Baixa do Feijão wind farm in Brazil, with proceeds amounting to R\$ 306 million. This project is a good example of the benefits of using project finance as it provides competitive financing from the Brazilian Development Bank (BNDES) as well as a natural hedging for currency volatility in the Brazilian real.
Proceeds from asset rotation transactions are also important sources of funds for the self-funding model of EDPR in financing the profitable growth of the business. Such model enables the company to advance the value yet to be realized from the future cash-flows 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 to the costs of the asset rotation proceeds themselves. These transactions involve the company selling minority stakes at the level of the projects (typically of 49%), and still maintaining full management control over these projects. Moreover, the scope of projects for these transactions tend to be mature projects, generally already operating and thus significantly de-risked, with high visibility of future cash-flows, that can be attractive to low risk institutional investors from whom EDPR can then source a competitive cost of finance.
In 2015, two transactions were signed in the United States. The first transaction includes the sale of 49% of EDPR's Lone Valley, 30 MW, solar PV plant to an infrastructure fund. This transaction was completed at a competitive multiple and is EDPR's first asset rotation transaction involving non-wind assets. The second, the Company's second largest to date, involves the sale of 34% of a portfolio of operating and under construction wind farms amounting to 1,002 MW in the US. The completion of these two transactions brings the total asset rotation proceeds for 2014 and 2015 to € 800 million, having clearly surpassed EDPR's Business Plan target of € 700 million. The early completion of this target is a clear indicator of the quality of the company's installed asset base that has attracted the interest of many institutional investors.
During 2015, significant progress was also made with regards to the CTG strategic partnership. Under this agreement EDPR will sell 49% of Polish and Italian assets totalling 598 MW. The transaction scope covers 392 MW in operation in Poland and 100 MW in Italy with an average age of 4 years, as well as 107 MW under construction in Poland and Italy. This transaction adds to the Brazil and Portugal transactions signed with CTG in 2014 and 2012 respectively, as well as the MoU relating to the future sale of 49% stake in the ENEOP consortium signed in December 2013.
For the record, the referred strategic partnership between EDP (EDPR's main shareholder) and CTG was established at the end of 2011 and entered into force in May 2012, foreseeing a total € 2 billion investment by CTG until 2015 (including co-funding capex) in operating and ready-to-build renewable energy generation projects, that may include wind energy assets from EDPR and, as after agreed, selected hydro power plants from other EDP business units.

In line with EDPR's controlled risk profile, Risk Management process defines the mechanisms for evaluation and management of risks and opportunities impacting the business, increasing the likelihood of the company achieving its financial targets, while minimizing fluctuations of results without compromising returns.
EDPR's Risk Management Process is an integrated and transversal management model that ensures the implementation of best practices of Corporate Governance and transparency. This process is closely followed and supervised by the Audit and Control Committee, an independent supervisory body composed of non-executive members.
The purpose of the Risk Management process is to ensure the alignment of 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.
Risk management is endorsed by the Executive Committee, supported by the Risk Committee and implemented in day-to-day decisions by all managers of the company. It is supported by three distinct organizational functions:
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:
Risk Management at EDPR is focused on covering all market, credit and operational risks of the company. In order to have a holistic view of risks, they are classified in Risk Areas, covering the entire business cycle of EDPR, and in Risk Categories, following a generalized classification of risks. Risk Areas are Countries & regulations, Revenues, Financing, Wind turbine contracts, Pipeline development, and Operations.
Risk Categories are Market, Counterparty, Operational, Business and Strategic, and they refer to the following risks:
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 following graph summarizes the Risk Categories and Risk Groups within EDPR.
Risk Management mitigation strategies at EDPR
During 2015, EDPR reviewed or defined four Global Risk Policies:
Reviewed policies during 2015 focused on risks with different level of impacts in EDPR's financial results.
WHAT IS COUNTRY RISK?
Country Risk is defined as the probability of occurrence of a financial loss in a given country due to macroeconomics, political/social issues, natural disasters or legislative decisions.
SOURCES OF COUNTRY RISK
Country Risk Assessment is based on an external assessment consensus of country risk and an internal assessment performed by EDPR, which is used to identify the specific source of risk in order to apply potential mitigation strategies.
It is an internal estimate of country risk which allows to differentiate the specific source of risk
Country Risk of EDPR's geographies is monthly monitored and is considered for new investment decisions
0\$1\$*(0(17 REPORT 2015

0\$1\$*(0(17 REPORT 2015

0\$1\$*(0(17 REPORT 2015

In the year EDPR installed over 600 MW and over 1 GW after accounting for the consolidation of ENEOP.
| MW | NCF | GWh | |||||||
|---|---|---|---|---|---|---|---|---|---|
| YE15 | YE14 | Var. | YE15 | YE14 | Var. | YE15 | YE14 | Var. | |
| Spain | 2,194 | 2,194 | - | 26% | 28% | -2pp | 4,847 | 5,176 | -6% |
| Portugal | 1,247 | 624 | +623 | 27% | 30% | -3pp | 1,991 | 1,652 | +21% |
| Rest of Europe | 1,523 | 1,413 | +111 | 27% | 24% | +3pp | 3,225 | 2,495 | +29% |
| Europe | 4,965 | 4,231 | +734 | 26% | 27% | -1pp | 10,062 | 9,323 | +8% |
| US | 4,203 | 3,805 | +398 | 32% | 33% | -1pp | 11,031 | 10,145 | +9% |
| Canada | 30 | 30 | - | 27% | 27% | +1pp | 72 | 59 | +23% |
| North America | 4,233 | 3,835 | +398 | 32% | 33% | -1pp | 11,103 | 10,204 | +9% |
| Brazil | 84 | 84 | - | 30% | 32% | -2pp | 222 | 236 | -6% |
| EDPR: EBITDA | 9,281 | 8,149 +1132 | 29% | 30% | -1pp | 21,388 19,763 | +8% | ||
| ENEOP | - | 533 | -533 | ||||||
| Other equity consolidated | 356 | 353 | |||||||
| Spain | 177 | 174 | +3 | ||||||
| United States | 179 | 179 |
EDPR: EBITDA + Equity consolidated 9,637 9,036 +602

9.6 GW EBITDA + Net
With a top quality portfolio present in ten countries, EDPR has a strong track record and proven capability to execute superior projects and deliver on targets. The installed asset base of 9.6 GW is not only young, on average 6 years, it is also mostly certified in terms of environmental and health and safety standards.
Since 2008, EDPR has doubled its installed capacity with the additions of 5.2 GW, resulting in a total installed capacity of 9,637 MW (EBITDA + Net Equity). As of year-end 2015, EDPR had installed 5,142 MW in Europe, 4,412 MW in North America and 84 MW in Brazil.
During 2015 EDPR added 602 MW to its installed capacity, of which 398 MW were in North America and 204 MW in Europe.
+602 MW in 2015

The largest growth in installed capacity occurred due to the completion of 398 MW in the U.S. All of the MW had previously secured long-term power purchase contracts, thus providing long term stability and visibility on the revenue stream.
Total EBITDA + Net Equity installed capacity surpassed 4.4 GW in the U.S.
In Europe, half of the growth in capacity came from additions in Rest of Europe. Iberia also contributed with 93 additional MW, mainly due to ENEOP asset split, which as of September 1st was 100% consolidated in EDPR.
In Poland, EDPR continues to see positive growth with the installation of 77 MW, 47 MW from the Tomaszów wind farm located in the central region and 30 MW from Poturzyn.
EDPR added 24 MW to its installed capacity in France with the completion of the Escardes and Montagne Fayel project, both of them with 12 MW of installed capacity. Finally, EDPR was able to deliver on 10 MW in Italy with the Parco la Rocca project.
| Project Name | Country | MW |
|---|---|---|
| ENEOP | Portugal | 80 |
| Miscellaneous | Portugal | 10 |
| Miscellaneous | Spain | 3 |
| Tomaszów | Poland | 47 |
| Poturzyn | Poland | 30 |
| Escardes | France | 12 |
| Montagne Fayel | France | 12 |
| Parco la Rocca | Italy | 10 |
| Arbuckle | US | 100 |
| Rising Tree South | US | 99 |
| Waverly | US | 199 |
| 2015 additions | 602 |
By the end of 2015, EDPR had 344 MW under construction all related to projects to be delivered in 2016 with long term secured remuneration.
In Mexico, EDPR started the works of its first wind farm in the country, 200 MW with a secured PPA in the state of Coahuila.
In Brazil EDPR has 120 MW under construction related to the Baixa do Feijão projects after successfully bidding in the A5 auction for 20 year PPAs schedule to start in 2016.
Finally in Europe, 24 MW were under construction in France, where EDPR has a solid long-term growth strategy.
The Environmental Management System (EMS) is developed in accordance with the ISO 14001 international standard and certified by an independent certifying organization. These consensus standards are considered the world's benchmark for EMS Management Systems and is a guarantee that EDPR sites, regardless of its regulatory environment are aligned and at the same level of compliance. For more information regarding the MW certified please refer to page 82.

In addition to operating high quality and safe assets, EDPR also has a young portfolio with an average operating age of 6 years, with an estimate of over 19 years of useful life remaining to be captured.
In Europe, EDPR's portfolio had an average age of 6 years, in North America 5 years, and in Brazil 5 years.
Throughout the entire process, from development to operations, EDPR maintains the highest standards in construction quality, integrity, and sustainability.
As an exemple, EDPR made numerous efforts to minimize impacts and promote environmental stewardship at Arbuckle Mountain. Despite the project representing a very low impact risk to bald eagles, EDPR and its consultant developed an Eagle Conservation Plan, and sited turbines away
from potential bald eagle nesting habitat to further reduce risk. Certain construction activities, including ground disturbance and clearing, were conducted early in the year to minimize risk to nesting ground birds. In addition, while highly unlikely to be present in this area, efforts were taken to minimize potential impacts to the endangered American Burying Beetle, whose modeled range includes a small portion of the project area.
EDPR also extends its postive impact to the local committies, funding their festivities, like the 4th of July celebration in the small town of Davis or supporting important institutions, such us the fire department which needed a new insulation and shelving that was funded by EDPR.
In Poland, the towns of Tomaszów and Jarczów where positively impacted by the construction of the Tomaszów wind farm, as local roads, sidewalks and bus stops were replaced. From an environmental point of view monitoring of bats, birds and hamsters was performed.
All in all, the total intrinsic value created by the installation of more than 0.6 GW is greatly positive.

EDPR generated 21.4 TWh during 2015. When adding the over 1 TWh produced from our equity projects, enough clean energy was produced to serve nearly 50% of the electricity demand of Portugal.
The 8% year-on-year increase in the electricity output benefited from the capacity additions over the last 12 months and ENEOP consolidation.
Due to a lower wind resource, EDPR achieved a 29% load factor during 2015, which compares with a 30% load factor achieved in 2014.
EDPR also achieved a stellar 98% availability. The company continues to leverage on its competitive advantages to maximize wind farm output and on its diversified portfolio to minimize the wind volatility risk.

EDPR's operations in North America were the main driver for the electricity production growth in 2015, increasing by +9% YoY to 11.1 TWh and represented 52% of the total output (stable year-on-year). This performance was driven by EDPR's unique ability to capture the wind resource available along with the contribution from new additions. EDPR achieved a 32% load factor in North America, -1pp vs. 2014.
Production growth in Europe was mainly due to reaping the benefits from the installed capacity in 2014, which help offset the decline in year over year load factor. All countries deliver positive growth except for Spain where 2014 was considered an outstanding year in terms of wind resource.
Spain (-2pp) and Portugal (-3pp) capacity factors were lower YoY, although the efficiency achieved was in line normal expectations. Moreover, EDPR delivered once again a solid premium over the Spanish market average load factor (+2pp).
The Rest of Europe operations delivered a 27% load factor (24% in 2014) and posted higher year over year generation. Poland and Romania lead the increase in production with +572 GWh YoY as new capacity and a solid resource contributed to the strong performance. Higher production in Italy (+44 GWh) and France (+90 GWh) was due to a mix of new capacity and stronger wind resource. The remaining countries delivered stable growth of 23 GWh.
In 2015, EDPR's output in Brazil decreased 6% YoY to 222 GWh, as a result of a weaker wind resource during the year, and led to a lower load factor of 30% (-2pp).
The 21.4 TWh of electricity produced by EDPR has zero carbon emissions, thus contributing to the world's fight against climate change. Based on each countries' thermal emission factors, an estimate of 18.7 million tons of CO2 equivalent emissions were avoided that would have otherwise been emitted by burning fossil fuels to generate the same amount of electricity in the geographies where EDPR is present.

In 2015, EDPR revenues totalled 1,547 million euros, an increase of 270 million euros when compared to 2014 mainly driven by forex appreciation (+110 million euros), higher volumes (+106 million euros), higher average selling price (+28 million euros) and an update of TEI's post-flip residual interest accretion (30 million euros). EDPR's output in the period increased 8% and the average selling price increased by 9% as the result of higher average selling price in Europe.
EBITDA decreased 239 million euros year on year to 1,142 million euros, as a result of the top-line evolution and partially offset by higher Net operating costs, +31 million euros to 405 million euros. Net operating costs were positively impacted by higher Other operating income, +116 million euros, mainly explained by the gain subsequent to the control acquisition of certain assets of ENEOP, and on the other hand by higher Operating Costs. In the period, Other operating costs increased by +147 million euros, mainly due to write-off impact, following a strict focus of the development efforts in regions with sound business fundamentals, and at lesser extent to forex translation. As a result, EBITDA margin increased from 71% to 74%.
| Financial Highlights (€m) | 2015 | 2014 | S% / € |
|---|---|---|---|
| Income Statement | |||
| Revenues | 1,547 | 1,277 | +21% |
| EBITDA | 1,142 | 903 | +26% |
| Net Profit (attributable to EDPR equity holders) | 167 | 126 | +32% |
| Cash-Flow | |||
| Operating Cash-Flow | 701 | 707 | (1%) |
| Net investments | 719 | 515 | +40% |
| Balance Sheet | |||
| Assets | 15,736 | 14,316 | +1,420 |
| Equity | 6,834 | 6,331 | +503 |
| Liabilities | 8,902 | 7,986 | +916 |
| Liabilities | |||
| Net Debt | 3,707 | 3,283 | +425 |
| Institutional Partnerships | 1,165 | 1,067 | +98 |
Impacted by the top line evolution, Net Profit increased 32% year over year to 167 million euros, while Adjusted Net Profit decreased 13% to 108 million euros, adjusted for non-recurring events, forex differences and capital gains.
Operating Cash-Flow reached 701 million euros and net investments reached 719 million euros, benefiting from the execution of the asset rotation strategy. In 2015, EDPR received proceeds of 395 million euros from the sale of non-controlling interests. On the back of its asset rotation strategy, was completed the settlement of Fiera Axium transaction, signed in 2014, and the financial closing of the sale of a minority interest in an operating solar PV power plant in the US. As a result, for both transactions, EDPR received a net amount of 316 million euros, considering agreed transaction values, less cash owed from the signing to the settlement dates and net of transactions costs. In 2015, also occurred the financial closing of the sale of Brazilian minority interests assets to CTG, in the context of the partnership with EDP.
Capital expenditures (Capex) totalled 903 million euros reflecting the capacity additions in the year and the capacity under construction. Financial investments totalled 157 million, mainly related with settlement of ENEOP asset split, the acquisition of a 45% stake in EDPR Brasil and the acquisition of minority stakes in already controlled SPVs in Spain. As a result of forex translation (impact 130 million euros), investments done in the period, robust cash-flow generation, the execution of the asset rotation strategy and close monitoring of operating costs, Net Debt increase by 425 million euros, reflecting 3.2x Net Debt to EBITDA, versus 3.6x in 2014.
EDPR revenues totalled 1,547 million euros, a 21% increase on the back of the forex translation, higher volumes and higher selling prices along with other effects.
Other operating income increased by 116 million euros, mainly explained by the gain subsequent to the control acquisition of certain assets of ENEOP, while Operational expenses (Opex) – defined as Operating costs excluding Other operating income - increased by 147 million euros, with the increase mainly explained by the write-off impact and forex translation. Reflecting control over costs and EDPR's asset management strategy, Supplies and services and Personnel costs per Avg. MW, adjusted by forex impact, decreased by 1% YoY, and Supplies and services and Personnel costs per Avg. MWh stood stable YoY, given lower wind resource in the period.
In 2015, EBITDA increased by 26% to 1,142 million euros, while EBITDA margin improved to 74% versus 71% in 2014.
Operating income (EBIT) increased by 37% versus 2014 to 578 million euros, reflecting EBITDA performance and the 84 million euros higher depreciation and amortisation costs, including net impairments, along with higher capacity in operation and forex.
At the financing level, Net Financial Expenses increased 14%. Net interest costs decreased 8% due to lower cost of debt, reduced from 5.2% to 4.3% in December 2015. Institutional Partnership costs were 22 million euros higher, reflecting mainly forex translation and new tax equity deals, while capitalized expenses decreased by 14% versus 2014. Forex differences and derivatives had a negative impact of 3 million euros.
Pre-Tax Profit increased to 291 million euros and income taxes increased to 45 million euros. Non-controlling interests in the period totalled 79 million euros, an increase of 27 million euros on the back of the non-controlling interests sold to EFG Hermes, Northleaf, DIF III and Fiera Axium as part of the execution of the asset rotation strategy, and to CTG. All in all, Net Profit increased to 167 million euros and Adjusted Net Profit increased 13% year on year.

| Consolidated Income Statement (€m) | 2015 | 2014 | S% / € |
|---|---|---|---|
| Revenues | 1,5 4 7 | 1,2 7 7 | +2 1% |
| Other operating Income | 162 | 46 | +254% |
| Supplies and services | (293) | (257) | +14% |
| Personnel costs | (84) | (66) | +27% |
| Other operating costs | (189) | (96) | +96% |
| Operating Costs (net) | (405) | (374) | +8% |
| EBITDA | 1,14 2 | 9 0 3 | +2 6 % |
| EBITDA/Net Revenues | 74% | 71% | +3pp |
| Provisions | 0.2 | (0.0) | - |
| Depreciation and amortisation | (587) | (500) | +18% |
| Amortization of government grants | 23 | 19 | +20% |
| EBIT | 578 | 422 | +37% |
| Financial Income / (expenses) | (285) | (250) | +14% |
| Share of profits of associates | (2) | 22 | - |
| Pre-tax profit | 2 9 1 | 19 4 | +5 0 % |
|---|---|---|---|
| Income taxes | (45) | (16) | +177% |
| Profit of the period | 245 | 178 | +38% |
| Net Profit Equity holders of EDPR | 16 7 | 12 6 | +3 2 % |
| Non-controlling interest | 79 | 52 | +52% |
Total Equity of 6.8 billion euros increased by 503 million euros in 2015, of which 314 million euros attributable to non-controlling interests. The increased equity attributable to the shareholders of EDPR by 189 million euros is due to mainly the 167 million euros of Net Profit, reduced by the 35 million euros in dividend payments.
Total liabilities increased 11% by +916 million euros, mainly in accounts payable (+375 million euros), financial debt (+318 million euros) and institutional partnerships (+98 million euros).
With total liabilities of 8.9 billion euros, the debt-to-equity ratio of EDPR stood at 130% by the end of 2015, which is an increase from the 126% in 2014. Liabilities were mainly composed of financial debt (47%), liabilities related to institutional partnerships in the US (13%) and accounts payable (26%).
Liabilities to tax equity partnerships in the US stood at 1,165 million euros, and including +254 million dollars of new tax equity proceeds received in the 2015. 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 totalled 15.7 billion euros in 2015, the equity ratio of EDPR reached 43%, versus 44% in 2014. Assets were 80% composed of net PP&E - property, plant and equipment, reflecting the cum ulative net invested capital in renewable energy generation assets.
Total net PP&E of 12.6 billion euros changed to reflect 898 million euros of new additions during the year, 844 million euros due to ENEOP consolidation and 583 million euros from forex translation (mainly as the result of a US Dollar appreciation), reduced by 694 million euros for depreciation charges, reclassification of assets to held for sale, impairment losses and write-offs.
Net intangible assets mainly include 1.5 billion euros from goodwill registered in the books, for the most part related to acquisitions in the US and Spain, while accounts receivable are mainly related to loans to related parties, trade receivables, guarantees and tax receivables.
| Statement of Financial Position (€m) | 2015 | 2014 | S% / € |
|---|---|---|---|
| Assets | |||
| Property, plant and equipment, net | 12,612 | 11,013 | +1,599 |
| Intangible assets and goodwill, net | 1,534 | 1,405 | +129 |
| Financial investments, net | 340 | 376 | (36) |
| Deferred tax assets | 47 | 46 | +1 |
| Inventories | 23 | 21 | +1 |
| Accounts receivable – trade, net | 222 | 146 | +76 |
| Accounts receivable – other, net | 338 | 859 | (520) |
| Collateral deposits | 73 | 81 | (7) |
| Cash and cash equivalents | 437 | 369 | +68 |
| Assets held for sale | 110 | 0 | +110 |
| Total Assets | 15 ,7 3 6 | 14 ,3 16 | +1,4 2 0 |
| Equity | |||
| Share capital + share premium | 4,914 | 4,914 | - |
| Reserves and retained earnings | 891 | 742 | +149 |
| Net profit (equity holders of EDPR) | 167 | 126 | +41 |
| Non-controlling interests | 863 | 549 | +314 |
| Total Equity | 6,834 | 6,331 | +503 |
| Liabilities | |||
| Financial debt | 4,220 | 3,902 | +318 |
| Institutional partnerships | 1,165 | 1,067 | +98 |
| Provisions | 121 | 99 | +23 |
| Deferred tax liabilities | 316 | 270 | +46 |
| Deferred revenues from institutional partnerships | 791 | 735 | +56 |
| Accounts payable – net | 2,288 | 1,912 | +375 |
| Total Liabilities | 8 ,9 0 2 | 7 ,9 8 6 | +9 16 |
| Total Equity and Liabilities | 15 ,7 3 6 | 14 ,3 16 | +1,4 2 0 |
In 2015, EDPR generated Operating Cash-Flow of 701 million euros. EDPR continues to benefit from the strong cash-flow generation capabilities of its assets in operation.
The key items that explain 2015 cash-flow evolution are the following:




North America Europe Brazil
Total net dividends and other capital distributions paid to minorities amounted to 115 million euros, including 35 million euros of dividends paid to EDPR shareholders. Forex & Other had a negative impact increasing Net Debt by 277 million euros, also explained by ENEOP consolidation and the impact of US dollar appreciation and other forex translation (+130 million euros in 2015).
All in all, Net Debt increased by 425 million euros, to 3,707 million euros by year end.
| Cash Flow (€m) | 2015 | 2014 | S% / € |
|---|---|---|---|
| EBITDA | 1,14 2 | 9 0 3 | +2 6 % |
| Current Income Tax | (51) | (50) | +3% |
| Net interest costs | (188) | (207) | (9%) |
| Share of profits of associates | (2) | 22 | (107%) |
| FFO (Funds from operations) | 901 | 668 | +35% |
| Net interest costs | 188 | 207 | (9%) |
| Income from associated companies | 2 | (22) | (107%) |
| Non-cash items adjustments | (263) | (130) | +103% |
| Changes in working capital | (127) | (16) | - |
| Operating Cash Flow | 701 | 707 | (1%) |
| Capex | (903) | (732) | +23% |
| Financial Investments | (157) | (19) | +708% |
| Changes in working capital related to PP&E suppliers |
26 | 192 | (86%) |
| Government Grants | 1 | 22 | (93%) |
| Net Operating Cash Flow | (330 ) | 169 | - |
| Sale of non-controlling interests and shareholders' loans |
395 | 215 | +84% |
| Proceeds/(Payments) related to Institutional partnerships |
68 | (70) | (198%) |
| Net interest costs (post capitalisation) | (165) | (180) | (8%) |
| Dividends net and other capital distributions | (115) | (79) | +46% |
| Forex & Other | (277) | (60) | +361% |
| Decrease / (Increase) in Net Debt | (425) | (5) | - |
EDPR's total Financial Debt increased by 326 million euros to 4.1 billion euros, reflecting US Dollar appreciation, investments done in the period and the proceeds from the execution of the asset rotation transactions. Loans with EDP group, EDPR's principal shareholder, accounted or 74% of the debt, while loans with financial institutions represented 26%.
To continue to diversify its funding sources EDPR keeps on executing top quality projects enabling the company to secure local project finance at competitive costs. In 2015, EDPR closed three project finance transactions: i) in Brazil for wind farms under construction with total capacity of 120 MW, in a total amount of 306 million reais; in Belgium for a 14 MW wind farm in operation, for 16 million euros; and in Poland for a 54 MW wind farm in operation, for 167 million of Polish Zlotys.
As of December 2015, 51% of EDPR's financial debt was Euro denominated, 40% was funded in US Dollars, related to the company's investment in the United States, and the remaining 9% 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. Therefore, as of December 2015, 90% of EDPR's financial debt had a fixed interest rate and only 14% had maturity schedule until 2018. 40% of EDPR's financial debt had maturity in 2018, reflecting a set of 10-year loans granted by EDP in 2008, and 46% in 2019 and beyond. As of December 2015, the average interest rate was 4.3%, lower versus 5.2% in December 2014.
Liabilities referred to Institutional Partnerships increased to 1,165 million euros from 1,165 million euros in 2014, due to US dollar appreciation, the benefits captured by the tax equity partners and the establishment of new institutional tax equity financing structures during the period.
| Financial Debt (€m) | 2015 | 2014 | S € |
|---|---|---|---|
| Nominal Financial Debt + Accrued interests | 4,220 | 3,902 | +318 |
| Collateral deposits associated with Debt | 73 | 81 | (7) |
| Total Financial Debt | 4,147 | 3,821 | +326 |
| Cash and Equivalents | 437 | 369 | +68 |
| Loans to EDP Group related companies and cash pooling |
3 | 170 | (167) |
| Financial assets held for trading | 0 | 0 | - |
| Cash & Equivalents | 439 | 538 | (99) |
| Net Debt | 3,707 | 3,283 | +425 |




In Europe, EDPR delivered revenues of 832 million euros, an increase of 85 million euros versus 2014, reflecting the impact from higher electricity output, increasing 8% versus 2014 to 10,062 GWh, and higher average selling price, increasing by 3% versus 2014 to 83 euros per MWh.
In detail, the decrease in revenues was a result of higher revenues in Rest of Europe (+38 million euros), Portugal (+24 million euros) and Spain (+21m million euros, including hedges). Consequently, the contribution from Spain totalled 45%, while contribution from Portugal and Rest of Europe totalled 23% and 32%, respectively.
The average selling price in Europe increased 3% to 83 euros per MWh, mainly driven by higher average selling price in Spanish, following 2014 abnormally low selling price due to weather conditions. In Portugal the average selling price was 95 euros per MWh, lower versus 2014, reflecting ENEOP consolidation since 1st September. In Rest of Europe the average selling price was lower versus 2014, reaching 86 per MWh, mainly impacted by the lower realised price in Romania, with green certificates being sold at the floor of the regulated collar.

Average Selling Price (€/MWh)

Net Operating Costs decreased by 61 million euros, to 141 million euros, mainly explained by the increase in Other operating income following the gain subsequent to the control acquisition of certain assets of ENEOP, partially mitigated by the increase in Other operating costs on the back of write-offs of certain projects, higher rents and taxes due to the higher capacity in operation. In 2015, Supplies & Services and Personnel Costs per average MW in operation decreased 1% YoY to 41 thousand euros, supported by EDPR's asset management strategy and higher capacity in operation. Reflecting the lower wind resource in the period, Supplies & Services and Personnel Costs per MWh stood stable YoY at 17.6 euros.
All in all, EBITDA in Europe totalled 690 million euros, leading to an EBITDA margin of 83%, while EBIT reached 401 million euros.
| Europe Income Statement (€m) | 2015 | 2014 S% / € | |
|---|---|---|---|
| Revenues | 832 | 747 | +11% |
| Other operating income | 140 | 27 | +428% |
| Supplies and services | (151) | (141) | +7% |
| Personnel costs | (27) | (22) | +19% |
| Other operating costs | (104) | (65) | +59% |
| Operating Costs (net) | (141) | (202) | (30%) |
| EBITDA | 690 | 544 | +27% |
| EBITDA/Net Revenues | 83% | 73% | +10pp |
| Provisions | (0) | (0) | +0% |
| Depreciation and amortisation | (291) | (271) | +8% |
| Amortization of government grants | 2 | 2 | +24% |
| EBIT | 401 | 275 | +46% |
In 2015, Revenues increased 15% to 772 million US Dollars, supported by 9% increase in production and stable overall average selling price.
Average selling price in the region stood unchanged versus 2014, at \$51 per MWh, In the US the average selling price increased to \$51 per MWh, versus \$50 per MWh in 2014, benefiting from higher production towards PPA/Hedge along with higher realised merchant price, as in the 2014 prices were impacted by extreme weather conditions that increased balancing and congestion costs, and in 2015 prices increased mostly due to an increase of REC prices. In Canada, EDPR average selling price was \$113 per MWh, lower versus 2014 mainly reflecting forex translation.
Net Operating Costs increased to 259 million US Dollars, mainly due to the increase in Other operating costs and in Personnel costs, at a lower extend. The increase in Other operating costs was driven by write-offs and by the booking of property taxes related to new wind farms. Reflecting control over costs and strong efficiency levels, Supplies & Services and Personnel Costs per Avg. MW in operation decreased 3% YoY, and decreased by 2% per MWh, impacted by the lower wind resource in the period.
Income from Institutional Partnerships increased to 219 million US Dollars, reflecting in part an one-off event from an update of tax equity investors' postflip residual interest accretion. The projects that opted for the cash grant benefited from lower depreciation charges, booked in the income statement as amortisation of government grants, totalling 23 million US Dollars.
In 2015, EDPR received 268 million US Dollars from institutional tax equity financing structures, related to proceeds of the last tranche of an institutional tax equity financing structure signed in October 2014 and from two institutional partnership structures signed 2015, for 99 MW of Rising Tree South and 100 MW Arbuckle wind farm.
In addition, in 2015, EDPR signed an institutional partnership structure for the 199 MW Waverly wind farm, which financial closing occurred in the beginning of 2016.
All in all, EBITDA went up 7% to 513 million US Dollars, leading the EBITDA margin to increase to 66%.
| North America Income Statement (US\$m) | 2015 | 2014 | S% / € |
|---|---|---|---|
| Electricity Sales & Other | 553 | 508 | +9% |
| Income from Institutional Partnerships | 219 | 164 | +33% |
| Revenues | 772 | 672 | +15% |
| Other operating income | 22 | 23 | (4%) |
| Supplies and services | (149) | (145) | +3% |
| Personnel costs | (45) | (37) | +21% |
| Other operating costs | (88) | (36) | +146% |
| Operating Costs (net) | (259) | (194) | +33% |
| EBITDA | 513 | 477 | +7% |
| EBITDA/Net Revenues | 66% | 71% | (5pp) |
| Provisions | 0.2 | 0.0 | - |
| Depreciation and amortisation | (320) | (292) | +9% |
| Amortization of government grants | 23 | 23 | +0.1% |
| EBIT | 216 | 208 | +4% |




Cash Grant
In Brazil, EDPR reached revenues of 79 million reais, representing a year on year increase of 1%, explained by the higher average selling price.
The average selling price in Brazil increased 7% to R\$370 per MWh, basically reflecting the PPA update price according with inflation type adjustment.
In Dec-15, EDPR had 84 MW of wind installed capacity in Brazil, being all under incentive programs for renewable energy development. Under these programs the projects were awarded 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 increased during the year by 3 million reais, mainly due to higher Other operating costs and at a lesser extend due to the increase in personnel costs and in supplies and services. Following the outstanding top line performance, in 2015, EBITDA reached 45 million reais, a decrease of 5% versus previous year, with the EBITDA margin decreasing to 58%.
| Brazil Income Statement (R\$m) | 2015 | 2014 S% / € | |
|---|---|---|---|
| Revenues | 79 | 78 | +1% |
| Other operating income | 2 | 0 | - |
| Supplies and services | (21) | (19) | +7% |
| Personnel costs | (6) | (4) | +39% |
| Other operating costs | (10) | (8) | +27% |
| Operating Costs (net) | (34) | (31) | +9% |
| EBITDA | 45 | 48 | (5%) |
| EBITDA/Net Revenues | 58% | 61% | (3pp) |
| Provisions | 0.0 | 0.0 | - |
| Depreciation and amortisation | (19) | (19) | +3% |
| Amortization of government grants | 0.1 | 0.1 | +10% |
| EBIT | 27 | 29 | +18% |
The following are the most relevant events from 2015 that have an impact in 2016 and subsequent events from the first months of 2016 until the publication of this report.
For Additional information on these events, please refer to Note 40 of EDPR Consolidated Annual Accounts.
In 2015 total payments made from Spanish companies to suppliers, amounted to €106,480 thousands with a weighted average payment period of 70 days, slightly above the payment period stipulated by law of 60 days.
Notwithstanding, the company is maintaining an optimization of its internal processes in order to settle all payments due within the maximum legal period.

EDPR growth over the past years has been supported by our employees' flexibility and team work that have provided the company with the ability to adapt to a changing business in the different realities of the markets where we have presence. As a result, our employees' growth and development are key priorities – we strive to offer outstanding training programs and job opportunities, to provide an interesting career within the Company to our employees and to prepare them for future challenges. As a result, geographical and functional mobility is a fundamental pillar in our HR strategy.
In 2015, EDPR increased its total headcount by 11% when compared to the previous year, exceeding for the first time one thousand employees and closing the year with 1018 employees. 2015 personnel increase follows a solid annual growth rate (CAGR) of 7% since 2008. Our employees are distributed globally, with 20% working at EDPR Holding, 43% within the European Platform, 34% in North American and 3% in Brazil.
The Group's growth and development of the business have led EDPR to invest in people with potential, who can contribute to the value creation.
Our objective is to attract talented people but also to create opportunities for current employees through mobility and development actions, as we believe in the potential of our employees. The HR strategy supports different initiatives to give them visibility and employability throughout the Company. New positions are always offered internally allowing them to grow within the Company. Accordingly, in 2015, 100% of the new Directors have been hired internally and there has been a total of 81 promotions.
Mobility, both functional and geographical, is considered by EDPR as a human resources management tool for organizational development. Therefore, it is strongly supported also 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, considering specific characteristics of the different geographical locations.
EDPR is recognized for hiring exceptional people. Our aim is to position the Company in the labour market as an "employer first choice". In this sense, different initiatives are carried out to enhance employer branding by participating in various employer forums and hosting visits from top-tier universities.
Additionally, EDPR offers an internship program in order to provide young professionals with work experience and to identify future employees who can contribute to the future development of the business.
During 2015, EDPR offered 53 long term internships and 30 summer internships, 19% of which were finally hired. Moreover, in 2015 EDPR hired 189 employees, 37% of which are women.

Visit to one Wind Farm on EDPR Welcome Day
Our selection processes ensure non-discriminatory practices. This is confirmed in the Code of Ethics which contains specific clauses of non-discrimination and equal opportunities in line with the company's culture of diversity.
As EDPR has a strong company culture, we want new hires to adopt this culture and quickly integrate it in the day-to-day activities. To facilitate this process, new hires are involved in numerous workshops and team building activities focused on improving integration and gaining a better knowledge of the company.
Our Welcome Day, a three day event for new hires, allows new employees to obtain basic acquaintance of the company and our business. Depending on the employee's profile, we offer them a visit to one of the wind farms or the remote control dispatch centre.
The development of our employees is a strategic target at EDPR. We offer employees an attractive career development program, as well as a continuing education and training opportunities to stimulate the acquisition of new knowledge and individual skills, while aligning people's training with the Company's internationalization and competitiveness challenges.
In order to support the Company's growth, aligning current and future organization demands with employees' capabilities and to fulfil their professional development, EDPR has designed Development Programs adapted to Middle Management whose main target is to provide tools that may be helpful for facing new responsibilities.
During 2015, EDPR carried out the following Programs:

COAC H I NG PRO GRAM : intended for employees who have previously participated in the High Potential Program. Conducted by an external coach, provides guidance to Directors of the Company that act as Coaches for the Participants along the Program. This Program allows participants to fine-tune their skills with the support of a Director during the Coaching Sessions.
In addition to these specific Development Programs, each year, a customized Training Plan is created for all our employees based on the results of a 360 potential appraisal process to define their training needs, providing a framework that aims to align current and future organization demands.
In 2015, we spent a total of 38.618 training hours, representing 37.9 hours of training per employee. Almost all the employees (99%) received training during 2015.
To achieve our training and new employees' integration strategy, the Renewable Energy School plays a fundamental role. Created in 2011 in the framework of the corporate EDP University, shares the mission of promoting the development of individuals, facilitating learning and sharing of knowledge generated within the Group and developing the skills needed to ensure the sustainability of the businesses operated by EDP in all the geographic settings in which the company is present. The ambition of the School goes beyond pure training, the School emerged as a platform for sharing knowledge, experience and best practices across the company.
During the year, 33 training sessions were delivered in Europe, United States, and Brazil, representing a total of 7.042 training hours and 780 attendances (540 employees reached which represents 53% of the headcount). The School engaged 103 experts within the organization to deliver the training sessions, 48% of whom were Directors and Head of department, which enhances the transfer of knowledge.
Current challenges of EDP Group include new requirements so this year our potential analysis model have been improved with two main goals:
Amplify is the new model for analysing skills and potential and for identifying development actions to help employees on their goals achievement. This process builds the future, taking into account that the better our skills are, the better way we impact both the people around us and the organisation.
This model is intended to promote a culture where employees receive feedback on an ongoing basis, because this is essential to ensure alignment with EDP group and to promote development.
We want to recognize the work and talent of our employees, so we are committed to offer a competitive compensation and benefits packages. The compensation policy addresses the needs of local markets and provides flexibility to adapt to the specifics of each region. The fixed base compensation is completed by a variable component that depends on an individual evaluation measured against individual, area and company KPIs.
In addition, we understand the importance of maintaining a balance between work and personal commitments. This understanding has led to an increase of employees' satisfaction, while boosting productivity and morale. Work Life Balance (WLB) for us is more than measures for employees with children, it is a set of initiatives to promote a positive work climate where employees can develop their career and give their best. And we believe that WLB must be a shared responsibility. We seek to constantly improve our WLB program and provide the most suitable benefits to employees. We even define often specific benefits that are tailored and applicable to certain countries where EDPR is present.
Since 2011, EDPR's practices have been recognized with the Family Responsible Employer Certification (EFR-Empresa Familiarmente Responsable) by the MásFamilia Foundation, in Spain. This certification has been renovated and taking the recognition to the next level defining EDPR as a "Proactive Company", which reflects our commitment to promote a healthy work-life balance for our employees.
In addition, EDPR has been ranked one more year among the 50 best companies to work in 2015 as determined by the Great Place to Work rankings in Spain and Poland. We are sure that a motivated workforce aligned with the company's strategy is one of the key drivers behind our ability to deliver on results.
Our focus in 2015 has been to continue improving our internal communications, and to keep employees informed, motivated, and committed to the company's strategy. Moreover, our global presence with employees from 28 nationalities require us to listen and provide feedback on the different ambitions and expectations. In 2015, we have developed a Climate survey with new topics and questions in an effort to better reflect employees' reality. EDPR and EDP Group have strategically invested in this area with innovative communication channels that have consistently been recognized internationally for their mix of dynamism and creativity.
These are our internal communication channels that keep employees informed and connected every day:
In addition to these communication channels, we hold companywide Annual Meetings that allow employees to streamline their long-distance communication to improve their day-to-day work, share their concerns, and get to know the business goals set by EDPR's top management. We also hold meetings and team building events; conference calls regarding results, and a robust website that informs both internal and external stakeholders.
In this sense, in 2015 we have initiated the "Talking to Improve" initiative, where different departments are invited to share with the CEO its surveys services results, with the internal feedback provided by other departments about the service offered, and identify areas for improvement and strengths.
All of these communication efforts work to motivate employees, promote knowledge sharing and bring people together.
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 and contributions due in accordance with the applicable Constitution and remaining laws of those States, 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 €167m in year 2015. Moreover, EDPR's Social Security contribution amounts to €11m.

DISTRIBUTION OF EDPR GROUP'S TAX PAYMENTS BY COUNTRY
Brazil

Corporate Income Tax Energy Tax Property & Land Taxes Other Tributes
EDPR voluntarily promotes and supports social, cultural, environmental and educational initiatives with the purpose of contributing to the sustainable development of its business and in order to uphold its strategic vision.
The goal is to make a positive impact on the communities where we operate, and to maintain and enhance our reputation as a responsible company working for the common good. EDPR plans for the results it intends to achieve, and evaluates projects it is involved in, according to international standards for corporate social investments (London Benchmarking Group).
EDPR IN 2015:
We are also well aware of the impact our activity has on the local communities where our wind farms and solar PV plants are located. We work to maximize the potential benefits for the company and for the residents of those communities through open communication with our stakeholders.
Maintaining an ongoing dialog with community members is an integral part of our business activity. We carry on discussions and meetings with local stakeholders during all phases of the development and operation of our power plants, to learn about their concerns and to determine the best way to address them. It is also an opportunity to communicate some of EDPR's core values to the local community.
The mission of the EDP Foundation in Spain is to strengthen the commitment of the EDP Group with sustainable development across the country. The foundation puts a special emphasis on social, cultural, environmental and educational initiatives. During 2015, the EDP Foundation in Spain has supported a series of initiatives that were funded by EDPR.
The EDP Solidaria program gives recognition and financial support to projects created by associations, institutions and NGOs with the aim of improving the quality of life and helping to socially integrate the most inneed populations.
In this first edition of EDP Solidaria 2015, the EDP Foundation in Spain received a total of 37 nominations for the awards. 11 of the proposed projects were selected and will receive a total contribution of 344,000 euros. The jury for the awards consisted of officials from different areas of the EDP group and the project implementation will be overseen by managers and volunteers from the company.
The selected projects were all related to a priority area identified, including support for in-need populations, the integration of communities at risk of social exclusion and the promotion of employment and entrepreneurship.
The project for Escardes Wind Farm, in France, has taken community involvement to a different level by allowing people to participate financially.
As a result of growing demand for increased financial participation from local authorities and residents, a crowdfunding initiative has been launched for this windfarm of 12MW, now under construction and with expected completion in the first half of 2016. The purpose was to raise a debt tranche to be held by local community members.
This kind of local participative investment (either in the form of local shareholdings or local loans) is seen as a means to increase public support, minimize litigation, reduce the "Not In My Backyard" attitude, and align interests toward the development of renewable energy projects.
At EDPR, we believe it is essential to meet today's objectives without compromising tomorrow's.
That's why we not only focus on producing clean energy, but also work to support future generations with projects like University Challenge (in its 7th edition), a project that aims to promote the education, creativity and development of university students; Your Energy, an international program that helps children discover the world of renewable energies; and Green Education, an international project to support the education of children and teenagers of families with limited resources.
These projects exist because we believe there is no better way to contribute to society than to support the education and training of generations to come.
To maintain strong and positive long-term relationships with local communities in Poland, the company has organized several events and activities to involve and engage all of the people living in the areas surrounding its wind farms.
During the year, EDPR has been involved in more than 28 events supporting more than 10 communities. Local sports championships, cultural activities promoted with local organizations, educational and environmental activities are among the many initiatives held in Poland in 2015.
In 2015, 600 employees in Europe were invited to be part of something different. Taking advantage of the fact that most of them were gathered together in activity was to put together humanitarian aid kits destined for 329 Syrian refugees in Spain.
EDPR North America supports the local community with many initiatives. One of them was the volunteer work conducted by employees with "Undies for Everyone", a nonprofit organization providing clean underwear to economically disadvantaged children in the Houston area.
More than 800 primary school students in Poland; and participation of more than 1,000 students in Italy
71 scholarships in Spain, 9 in Italy
113 projects, with 284 students from 53 universities

The performance of suppliers is essential for the success of EDPR. The company bases its relationship with suppliers on trust, collaboration and creation of shared value, and this results in a joint capacity to innovate, strengthen sustainability policy and improved quality of operations. This significantly contributes to EDPR keeping the leadership in its areas of operation and it is a factor inducing competitiveness in the markets in which it operates.
EDPR carried out a study to characterize its Supply Chain, including the analysis of the exposure to economic, social and environmental risks. 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.1
At EDPR, 89% of the external spend is concentrated on purchases of good and products (including turbines) and other supplies for energy generation, construction works and other services related to O&M.
EDPR's suppliers are segmented from the point of view of criticality for the business: Critical suppliers: Turbines, BOP (Balance of Plant) and O&M (Operation & Maintenance), and; Non-critical suppliers: (indirect purchases). Over 6400* Suppliers contribute to our success 99%* Local Purchases (purchases in countries of operation of EDPR)
EDPR has defined policies, procedures and standards to ensure the several aspects that fill in with the sustainability of the supply chain, as well as the management and mitigation of environmental, social or ethical risks.

integration of sustainability requirements inpurchases exceeding 500.000€ (policy 0090 and 0080).The company takes into account the specific criteria to adopt the 10 principles of the UN Global Compact, the adherence to the Ethical Code, the Health & Safety and Quality certificates, as well as technical quality and economical/financial solvency of suppliers.
~80%** of EDPR's suppliers in Corporate and Europe and 65%**in North America have requirements related to Global Compact and EDPR's Code of Ethics
1 Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. Data presented in this chapter resulting from this study is marked with an *.
** Europe information is based on number of transactions and US information scope is for suppliers above 500k€.
| 1 - Policies, Procedures and Standards | |
|---|---|
| Procurement Manual |
EDP Group and EDPR have a Procurement Manual, which includes guidance to each Purchasing Department to put our values and principles into practice. |
| EDPR´s suppliers shall know the principles established in the Code of Ethics and they shall agree with them. |
|
| EDPR's Code of Ethics |
EDPR requires the formal adherence of the supplier with the principles of the Code of Ethics, through a written declaration of acceptance. |
| EDPR's Code of Ethics is available in www.edpr.com | |
| EDPR´s suppliers shall accept to comply with the UN Global Compact's ten principles. |
|
| UN Global Compact | The suppliers shall either provide the confirmation as signatories of the United Nations Global Compact directives or provide a written declaration of their acceptance. |
| Health & Safety System and OH&S Policy |
Health & Safety System, based on the OSHAS 18001:2007 specifications require our employees and all other individuals working on behalf of EDPR to follow best practices in those areas, as required in our EDPR's OH&S Policy. |
| The health and safety management system is supported by different manuals, control procedures, instructions and specifications. The Health and Safety Management Manual ensures the effective execution of EDPR's OH&S policy. |
|
| EDPR´s Health & Safety Policies are available in www.edpr.com | |
| EDPR´s suppliers 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´s Environment and Biodiversity Policies |
EDPR has implemented, for all its wind farms in operation, an Environmental Management System (EMS) developed and certified according to the international standard ISO 14001:2004. 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. | |
| EDPR´s Environment and Biodiversity Policies are available in www.edpr.com |
EDPR works with mature suppliers and companies that look to meet the demanding requirements on quality, environment and prevention, as well as to comply with the economical/financial solvency requirements.
The rule "pass or fail" is applied to providers. If they do not meet the main requirements set by EDPR they will not be selected to provide services.
Contracts contain specific clauses regarding to the criteria of service quality, the adoption of the 10 principles of the UN Global Compact, adherence to the EDPR's Code of Ethics and the requirements for health, safety and environmental management.
For all suppliers considered critical, EDPR secures from the bidding to the time of providing the service (work execution or maintenance) that aspects of technical quality, economical/financial solvency, health, safety and environmental management are suitable. One of the requirements is for providers to have quality, environmental, health and safety management certificates.
EDPR monitors Critical suppliers during their services delivery, taking into account aspects as quality, safety, health and environment. EDPR also ensures the compliance with standards, commitments and procedures of EDPR in all value chain.
A) During the construction process, the construction manager is accompanied by a health supervisor and a safety and environmental supervisor and helds weekly meetings with suppliers, including performance reports. Contactors receive feedback and improvement plans are established in the areas of quality, health, safety and environment.
In addition, the company also has external supervision in aspects of quality and safety and health.
share with EDPR their new solutions, products or upgrades to improve collaborati on between both parties.
Providers
B) During the process of wind farms operation, EDPR counts with supervision by the Wind farmmanager, responsible for service quality and compliance with the rules and health, safety and environmental procedures. These processes are reinforced by the management systems of health and safety and environmental management, supported by safety, health and environmental technicians. Contractors integrate these management systems, as their health, safety and environmental performance is crucial for EDPR.
The relevant aspects for EDPR in relation to sustainability in the supply chain are: Health and Safety, Respect for the Environment, Ethics, Local Development and innovation.These aspects are expressed in Procurement Manual.
The goals defined for this occasion focused mainly on sharing the company's health and safety policy aspects that affect collaborating companies working at our facilities as well as to inform them about the internal procedures that all companies collaborating with EDPR must follow.
With this new action, we aim to demonstrate the commitment and leadership of EDPR' Management with respect to health and safety, with the ultimate purpose of achieving our goal of "Zero Accidents". 72% 68% 74% 80%
68% of EDPR's suppliers in Corporate and Europe and 45% in North America had Occupation Health & Safety System (OHS) (Corporate and Europe includes suppliers above 500k euros)
11 338 Hours of training on OHS to EDPR's Suppliers, involving 147 companies and 2378 workers
552 Audits to Suppliers in the scope of OHS

80% of EDPR's suppliers in Corporate and Europe and 32% in North America had environmental systems (Corporate and Europe includes suppliers above 500k euros)
GHG emissions associated to EDPR's direct and indirect Supply Chain, 5%* of which related to Tier1 Suppliers
~80% of EDPR's suppliers in Corporate and Europe and 65% in North America were screened using criteria for impacts on society
More than 20 000* employment associated to EDPR's Supply Chain
More than 735* Million EUR gross value added associated to EDPR's Supply Chain

~80%* of EDPR's suppliers in Corporate and Europe and 65%* in North America were screened using labour practices criteria and human rights criteria
~0%* EDPR's direct suppliers identified as having significant risk for incidents of child labour, forced or compulsory labour, freedom of association
** Europe information is based on number of transactions and US information scope is for suppliers above 500k€.
Guaranteeing the health, safety and well-being of our employees and contractors is a top priority at EDPR, and this commitment is supported by our Health and Safety policy.
At EDPR, we are conscious that we work in a sector that is particularly sensitive to the occupational risk. Therefore, we place special emphasis on prevention by training, communicating and certifying our facilities.
As an integral part of our health and safety strategy, employees participate in training courses and risk assessment activities based on the potential risks associated with their position. Our employees follow the guidelines rigorously and strive to achieve a safe workplace for all those who provide services in our facilities.
Committees and subcommittees throughout EDPR support the implementation of health and safety measures. These committees collect information from different operational levels and involve employees with the creation and communication of a preventative plan.
In order to achieve our zero accidents goal, EDPR has implemented health and safety management systems based on the OSHAS 18001:2007 specifications. The standards and procedures of these systems are adapted to the specifics of each geography where they are implemented, and are developed based on country regulation and industry best practices. Our commitment to the health and safety of our employees and contractors is further supported through the OHSAS 18001 certification. EDPR is working actively to have all installed capacity certified by 2017.

The implementation of our health and safety management systems allow us to record and monitor the number of accidents, which aids us in achieving our zero accident goal. During 2015, EDPR registered 27 accidents. The trend is decreasing in Europe and US but it is compensated by higher short-term absence accidents in Brazil, impacted by higher construction activity in the country, which led to an increase in the frequency rate. Additionally, the severity rate increased, due to one long-term absence coming from 2014 and three during 2015, which have led to 63% of the total days lost.
Overall, the trend is improving despite the increase in number of accidents in Brazil. A greater focus on communication of our policies, plus the realization of the benefits from OHSAS certification that occurred at the end of this year in Brazil, will help drive the improvement of these statistics.
EUROPE AND US HAVE LOWER H&S INDICATORS DUE TO MORE TRAINING HOURS AND EMERGENCY PLANS BOTH FOR STAFF AND CONTRACTORS.

*OHSAS 18001 certification *Calculation based on 2014YE installed capacity. Installation are certified the year after been reported.
EDPR is committed to protect the environment, we complement our strategy of fighting against climate change with an environmentally responsible management of our wind farms. This strategy is based on the Environmental and Biodiversity policies. Our policies reflect a responsible management of the environment along the whole value chain.
The operation stage of wind farms, with a useful life of 25 years, stands as the core of our business. According to this, we are really conscious of the importance of proper management of environmental matters in our facilities in operation, which is 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.This standard is considered the world's benchmark for EMS Management Systems and is a guarantee that EDPR sites, regardless of its regulatory environment are aligned and at the same level of compliance. 92%* of EDPR's installed capacity is covered by ISO 14001 certification. Additionally, in the frame of the Sustainability roadmap 2013-2017, EDPR has the goal to certify 100% of the installed MWs by end 2017.
EDPR is committed to promote environment conservation and aspires to have an active role in contributing to the world's objective of reducing climate change. To do so, we take environment into consideration in all our business activities, seeking a positive balance.
Growth in wind and solar installations will lead to a substantial reduction in CO2 emissions.
Promoting a shift from conventional fossil fuels to renewable energy is one of the most effective and feasible near-term ways of mitigating climate change.
Aspect: EDPR co-exists peacefully and abundantly with most wildlife. Even though mitigating climate change is the best way to protect biodiversity, we are aware that our operations can have an impact on the local flora and fauna where our windfarms are constructed and operated.
Aspect: We produce clean and green energy, water-free and with low wastes generation. Even though we are in a clean energy business, we go beyond our commitment with the close monitoring of operations and by fostering a corporate culture of responsibility.
MITIGATION OR COMPENSATION MEASURES:
Aspect: Given our activity and locations, oil spills and fires are the major environmental-related emergency risks. The EMS is designed to prevent emergency situations but in case they happen, the system covers the management of these, including the near-miss situations.
MITIGATION OR COMPENSATION MEASURES:
Aspect: EDPR considers local communities at the centre of its operations creating shared value but we are also aware that our operations could impact local neighbours with discomforts such as visual impact or noise.
Innovation is about new technologies for more renewable energy - such as offshore wind - but that is not all: it is also about attitude, looking for ongoing improvement every day at what we do.
Our company has been implementing successful innovative solutions to increase the operational and economic performance of our assets for years, throughall the lifecycle of our projects: improving the design of the layouts to achieve the best wind resource, decreasing construction costs and risks and increasing the production of our operational power plants developing new technological solutions designed in-house.
After great results, the innovation efforts will continue in our onshore operations, as well as EDPR's new focus on finding feasible solutions in the offshore section of our business. To do so our company participates in two projects that focus on the foundations, one of the most important elements of the power plant. Both based in the coast of Aguçadoura (north of Portugal), thus sharing knowledge and resources, WindFloat and DEMOGRAVI3 will help to reduce costs opening new markets for the offshore wind industry.
The 'WindFloat' project is one of the flagstaffs of the renewable R&D project list at EDP, with a deep waters offshore prototype that has reported excellent results after four years in operation under harsh conditions, having to endure waves up to 15 meters high, off the northern coast of Portugal.
This is the most ambitious innovation project on floating offshore technology conducted worldwide so far, the first wind energy turbine in open waters in the Atlantic ocean, and also the first time for a triangular semisubmersible floating structure supporting a 2 MW wind turbine allowing the utilization of offshore winds with great stability at water depths below 40 meters, existing at long distances from the coast. It is the first offshore wind energy project in the world not requiring the use of any heavy offshore lifting equipment. The whole process of final assembly, installation and commissioning was performed on land, in a controlled environment. When the construction on land was completed in dry docks, the structure was towed for about 350 kilometres in the open water. The capability to undertake the towing operation under such circumstances can be attributed to the performance and stability of WindFloat. These factors also allow any ready-to-use commercial wind turbines of any manufacturer to be installed on WindFloat. The project is a partnership between EDP, Repsol, Principle Power, A. Silva Matos, Vestas and InovCapital and is also supported by the Innovation Support Fund (FAI), involving more than 60 suppliers, more than two thirds are Portuguese.
After successfully finalizing the first phase of the project, next steps consists on the installation of a full scale floating wind farm of 27 MW.

In November 2015 EDP was granted European funding to develop new technology for offshore wind power. DEMOGRAVI3 is a project that aims to develop an innovative gravity based foundation for offshore wind turbines and will be funded by the European Commission's Horizon 2020 programme.
The consortium developing this new project will be coordinated by EDP, through EDPR. DEMOGRAVI3 will test a wind turbine with an innovative gravitational foundation made of concrete and steel. The project will last for four years, including the installation of a wind turbine taking advantage of the underwater cable connecting the WindFloat turbine to a substation on land.
Unlike the solution based on a floating platform successfully tested with Windfloat, DEMOGRAVI3 will be installed on the seabed, although it will already be assembled and floated to the mooring place. The whole structure of the turbine and its constituent elements will be assembled on shore and then transported. The main innovation of this structure thus avoids the necessity for heavy lift vessels to anchor and assemble all the turbine components in an offshore environment.
The project includes other technological partners such as: TYPSA, ASM Energia, Univ. Politécnica de Madrid, WavEC, Acciona Infraestructuras, Fraunhofer Gesellschaft IWES, Gavin & Doherty Geo Solutions and Global Maritime AS.
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REPORT 2015



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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 NYSE Euronext Lisbon regulated market.
ISIN: .............................................. ES0127797019 LEI:.………………………..529900MUFAH07Q1TAX06
Bloomberg Ticker (NYSE Euronext Lisbon): .... EDPR PL Reuters RIC: ............................................. EDPR.LS
EDPR main shareholder is EDP – Energias de Portugal, S.A., Sucursal en España (hereinafter referred as "EDP"), with 77.5% of share capital and voting rights. Excluding EDP Group , EDPR shareholders comprise more than 72,000 institutional and private investors spread across 23 countries with main focus in the United States.
Institutional Investors represent about 91% of Company shareholders (ex-EDP Group), mainly investment funds and socially responsable investors ("SRI"), while Private Investors, mostly Portuguese, stand for 9%.
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 60 days of the change of control event.
In the cases of intra-group services agreements and according to the Frame Agreement signed between EDP Renováveis S.A. and EDP Energias de Portugal S.A., the contracts will maintain their full force as long as 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. Even if the share capital of EDP or its voting rights are below 50%, the contract is maintained as long as 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 holdings. 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 2015.
On December 18th 2015, EDPR received a notification regarding EDP qualified holdings. According to this notification a block of 135.256.700 ordinary shares representative of 15.5% of EDPR share capital and voting rights, previously held by Hidroeléctrica del Cantábrico, S.A., were attributed to EDP as a result of a direct holding under the terms and for the purposes of the first part of article 20 of the Portuguese Securities Code.
The change on the type of attribution of voting rights to EDP results from the acquisition by EDP to Hidroeléctrica del Cantábrico, S.A. ("HC"), a company wholly owned by EDP, of such block of shares.
As a result of the change on the type of attribution of voting rights, EDP now holds directly, through its Spanish branch, a qualified shareholding of 77.5% of the share capital and voting rights of EDPR, corresponding to 676,283,856 ordinary shares. Also, as a result of the above mentioned acquisition, HC no longer holds any qualified shareholding in EDPR.
As of December 31st 2015 the following qualified holdings were identified:
| SHAREHOLDER | # Shares | % Capital | % Voting Rights | ||||
|---|---|---|---|---|---|---|---|
| EDP – Energias de Portugal, S.A. – Sucursal en España |
676,283,856 | 77.5% | 77.5% | ||||
| EDP detains 77.5% 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 Comisíon Nacional del Mercado de Valores (CNMV) its indirect qualified position as collective investment institution. |
|||||||
| Total Qualified Holdings | 703,432,894 | 80.6% | 80.6% |
As of December 31st 2015, EDPR's shareholder structure consisted of a total qualified shareholding of 80.6%, with EDP and MFS Investment Management detaining 77.5% and 3.1% of EDPR capital respectively.
The table below reflects the number of EDPR shares owned, directly or indirectly, by the Board Members, as of December 31st of 2015. The transactions of shares by EDPR Board Members are reported 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).
| Transactions in 2015 | # Shares as of 31st Dec 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Board Member | Type | Date | #Share s |
Pric e |
Direct | Indirect | Total |
| António Mexia | 3,880 | 320 | 4,200 | ||||
| João Manso Neto | - | - | - | ||||
| Nuno Alves | 5,000 | - | 5,000 | ||||
| Miguel Dias Amaro | 25 | - | 25 | ||||
| João Paulo Costeira | 3,000 | - | 3,000 | ||||
| Gabriel Alonso | 26,503 | - | 26,503 | ||||
| João Manuel de Mello Franco | 380 | - | 380 | ||||
| Jorge Santos | 200 | - | 200 |
03
| Transactions in 2015 | # Shares as of 31st Dec 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Board Member | Type | Date | #Share s |
Pric e |
Direct | Indirect | Total |
| João Lopes Raimundo | 170 | 670 | 840 | ||||
| António Nogueira Leite | 100 | - | 100 | ||||
| Manuel Menéndez Menéndez | - | - | - | ||||
| Gilles August | - | - | - | ||||
| José Ferreira Machado | 630 | - | 630 | ||||
| Acácio Piloto | 300 | - | 300 | ||||
| Francisca Guedes de Oliveira | - | - | - | ||||
| Allan J. Katz | - | - | - |
The Board of Directors is vested with the broadest powers to manage, supervise and govern the Company, with no other limitations besides the powers expressly granted to the exclusive jurisdiction of General Meetings in Article 13 of the Company's Articles of Association or in the applicable law. Within this context, the Board is empowered to:
As of April 9th 2015 the General Shareholder's Metting approved the delegation to the Board of Directors of the power to issue in one or more occasions any:
As part of such delegation, the General Sharholder'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, during a five year period since this resolution was adopted. This delegation may be exercised by the Board of Directors within the limits provided under the law and the By-Laws
CORPORATE GOVERNANCE REPORT 2015 04
Additionally, 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 have not been 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 consideration of the conditions of the Company, the market, or any particularly relevant events or circumstances that justify said decision, of which the General Shareholders' Meeting must be informed at the end of the time limit or limits for performing it.
On December 24th, 2014 a modification to the Spanish Companies Law entered into force (Ley 31/2014). This Law is applicable as of January 2015. Accordingly to these modifications, EDPR has modified its Articles of Association and the regulations of the Board of Directors including, among others, the following modifications:
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 the Chairman of the General Shareholders' Meeting, 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 term.
The Chairman of the Board of Directors is António Mexia, who was re-elected on the General Shareholder's Meeting of April 9th, 2015 for a three-year term.
The Secretary of the General Shareholders' Meeting is Emilio García-Conde Noriega who was nominated as Secretary of the Board of Directors on December 4th, 2007. The Secretary of the Board of Directors mandate does not have a date for the end of the term 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 the appropriate human and logistical resources for his needs. Therefore, in addition to the resources provided by the Company' Secretary the Company hires a specialized entity to collect, process and count the votes 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, irrespective of the number of shares that they own, may attend at General Shareholders' Meeting and take part in its deliberations with right to speak and vote.
In order to exercise their right to attend, the Company informs in its Summon and Shareholders Guide of the General Shareholders' Meeting that the shareholders must have their shares registered in their name in the Book Entry Account at least five (5) days prior to the date of the General Shareholders' Meeting.
Any shareholder with the right to attend may be represented at the General Shareholders' Meeting by a third party, even if this person is not a shareholder. Such Power of Attorney is revocable. 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.
Said powers of attorney shall be specific to each General Shareholders' Meeting and can be evidenced, in writing or by remote means of communication, such as mail post.
Shareholders may vote on the meeting's agenda, relating to any matters of the Shareholder's competence, by mail or electronic communication.
Remote votes can be revoked subsequently by the same means used to cast them within the time limit established for that purpose or by personal attendance at the General Shareholders' Meeting by the shareholder who casted the vote to his/her representative.
The Board of Directors approves a Shareholder's Guide for the General Shareholders' Meeting, detailing mail and electronic communication voting forms among other matters. It is at the shareholder's disposal at www.edprenovaveis.com.
Votes by mail shall be sent in writing to the place indicated on the Summon of the meeting, accompanied by the documentation indicated in the Shareholder's Guide. Pursuant to the terms of Article 15 of the Articles of Association, 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.
In order to vote by electronic communication, the shareholders who requested it will receive a password within the time limit and in the form established in the Summon of the General Shareholders' Meeting. Pursuant to the terms of article 15 of the Articles of Association, electronic votes must be received by the Company before midnight (24.00 hours) of the day before the scheduled meeting date of first call.
EDPR has approved on the last General Shareholders Meeting of April 9th, a modification of the Articles of Association in order to adapt them to the changes introduced by the regulation set by the New Spanish Law, which are more favourable to the shareholders, and more protective of their position. Among others, one of such modifications was related to the qualified quorum and the reinforced majority as described below.
According to EDPR's Articles of Association and as established on the law, both ordinary and extraordinary General Shareholders' Meetings are validly constituted when first called if the Shareholders, either present or represented by proxy, represent at least twenty five percent (25%) of the subscribed voting capital. On the second call, the General Shareholders' Meeting will be validly constituted regardless of the amount of the capital present.
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 of preemptive 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 by proxy, represent at least fifty percent (50%) subscribed voting capital and, on second call, at least twenty five percent (25%) of the subscribed voting capital.
In relationto 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 two-thirds (2/3) of the present or represented capital in the General Shareholders' Meeting will be required in order to approve these resolutions.
EDPR has not established any mechanism that may intend to cause mismatching between the right 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. EDP Renováveis' corporate organization 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 to the public 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 in corporate governance.
EDPR has adopted the governance structure in effect in Spain. It comprises a General Shareholders' Meeting and a Board of Directors that represents and manages the Company.
As required by law and the 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 posts its updated Articles of Association as well as its Committees Regulations at www.edprenovaveis.com.
The governance model of EDPR was designed to ensure the transparent, meticulous separation of duties and the specialization of supervision. EDPR' bodies for the management and supervision model are the following:
The purpose of the choice of this model is to adapt, to the extent possible, 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 the 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 adopted by the shareholders is appropriate to the corporate organization of EDPR 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 nominations (including by co-option), re-elections, dismissal and remuneration of Board Members and of its duties, as well as regarding 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 nomination and re-election of the Directors and of the members of the various Committees by presenting a proposal with the names of the candidates that considers have the best qualities to fulfil the role of Board Member. The Board of Directors submit a proposal to the General Shareholders' Meeting, which should be approved by majority for an initial period of three (3) years and may re-elect these members once or more times for further periods of three (3) years.
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 Directors, and in such case said shareholders are entitled to nominate a number of Directors equal to the result of the fraction using only whole amounts. Those 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 Articles 23 of the Articles of Association and 244 of the Spanish Companies Law, the Board of Directors may co-opt a shareholder, who will occupy the position until the next General Shareholders' Meeting, to which a proposal will be submitted for the ratification of said co-option. Pursuant to Article 248 of 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 re-elected 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. The current 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 |
| Nuno Alves | Director | 18/03/2008 | 09/04/2015 | 09/04/2018 |
| Miguel Dias Amaro* | Director | 05/05/2015 | - | Until the next General Shareholder's Meeting |
| Gabriel Alonso | Director | 21/06/2011 | 09/04/2015- | 09/04/2018 |
| João Paulo Costeira | Director | 21/06/2011 | 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 |
*On May 5th 2015, Miguel Amaro was elected by co-option as Member of the Board of Directors. The co-option proposal was made in accordance to the Article 23.2 of EDPR's Articles of Association. The term of this co-option will be in full force until the next General Shareholder's Meeting, to which a proposal of ratification will be submitted according to the terms explained in the topic 16 above.
At the last Ordinary General Shareholder's Meeting, which took place on April 9th, 2015 fourteen (14) Members of the Board were re-elected for a three-year term (3), and two new directors were nominated. Likewise, during 2015, Rui Teixeira, Jose Araújo e Silva, Rafael Caldeira Valverde and João Marques da Cruz ceased to be Members of the Board.
EDPR's Articles of Association, which are available for consultation on the 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.
Following the recommendations of CMVM, Article 12 of the Board of Directors regulations requires that at least twenty-five percent (25%) of the Members of the Board have to be independent. 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 shareholders with significant holdings, or its Directors and comply with the other legal requirements.
In addition, pursuant to Article 23 of the Articles of Association, the following may not be Directors:
The Chairman of EDPR's Board of Directors does not have executive duties.
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 incompatibility criteria's 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 |
- | |
| Nuno Alves | Executive Director | - | |
| Miguel Dias Amaro | Executive Director | - | |
| Gabriel Alonso | Executive Director | - | |
| João Paulo Costeira | 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 |
The 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 is 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 shareholder's holdings. As of December 31st 2015, 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.

EDPR's Board of Directors Regulations is available to the public on the Company's website at www.edprenovaveis.com and at the Company's headquarters at Plaza de la Gesta, 2, Oviedo, Spain.
The Board of Directors held seven (7) meetings during the year ending on December 31st, 2015. Minutes of all meetings were drawn. The table below expresses the attendance percentage of the participation of the Directors to the meetings held during 2015:
| Board Member | Position | Attendance | |
|---|---|---|---|
| António Mexia | Chairman and Non-Executive | 85,71% | |
| João Manso Neto | Executive Vice-Chairman and CEO | 100% | |
| Nuno Alves | Executive | 85,71% | |
| Miguel Dias Amaro | Executive | 100% | |
| Gabriel Alonso | Executive | 100% | |
| João Paulo Costeira | Executive | 85,71% |
| Board Member | Position | Attendance | |
|---|---|---|---|
| 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 | 100% | |
| Gilles August | Non-Executive and Independent | 43% | |
| Acácio Piloto | Non-Executive and Independent | 85,71% | |
| António Nogueira Leite | Non-Executive and Independent | 100% | |
| José Ferreira Machado | Non-Executive and Independent | 85,71% | |
| Allan J. Katz | Non-Executive and Independent | 100% | |
| Francisca Guedes de Oliveira | Non-Executive and Independent | 100% |
The percentage reflects the meetings attended by the Members of the Board, provided that Miguel Amaro, Allan J.Katz and Francisca Guedes de Oliveira joined the Board as of the May 5th 2015 and April 9th 2015 respectively, and therefore, the percentage expressed is calculated over the meetings celebrated since then. During 2015, only João Paulo Costeira delegated once his voting rights to the Vice-Chairman of the Board
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 de effective functioning of its Committees as well as the performance of the delegated bodies and Directors designated.
The criteria's for assessing the Executive Directors' performance are described on topics 70, 71 and 72 of this Report.
EDPR's members of the Board of Directors 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 created four Committees:
The Board of Directors' Committees regulations are available to the public 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 two-thirds (2/3) of the members of the Board of Directors.
The Board of Directors established the number of members of the Executive Committee in five (5), plus the Secretary. The current members are:
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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 April 9th 2015, in order to adapt them to the changes of the New Spanish Law. The committee regulations are available to the public at www.edprenovaveis.com.
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, shall send to the Chairman of the Audit and Control Committee invitations to the Executive Committee meetings and the minutes of those meetings. The Chairman of the Board of Directors also receives the minutes of the meetings of the Executive 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 delegated, with the exception of the following:
In 2015 the Executive Committee held 49 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 Articles 8 and 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 three (3) years after which he may be re-elected for another term of three (3) 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, 2015, the members of the Audit and Control Committee are:
Jorge Santos, who is the Chairman
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:
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 available to the public at 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 2015, the Audit and Control Committee's activities included the following:
The Audit and Control Committee found no constraints during its control and supervision activities.
A report on the activities of the Audit and Control Committee in the year ended on December 31st, 2015 is available to shareholders at www.edprenovaveis.com.
The information regarding the meetings celebrated by this Committee and the attendance of its related members during the year 2015 is described at topic 35.
Pursuant to Article 29 of the Company's Articles of Association and Articles 8 and 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.
The members of the committee shall not be members of the Executive Committee. The Nominations and Remunerations Committee is constituted by independent members of the Board of Directors, in compliance with Recommendation 52 of the Unified Code of Good Governance (Código Unificado de Buen Gobierno) approved by the Board of CNMV February 18th 2015. The code lays down that the Nominations and Remunerations Committee must be entirely constituted by external Directors numbering no fewer than three (3). As it is made up of independent Directors (in Spain the committee may only be comprised of Directors), it complies to the extent possible with the recommendation indicated in chapter II.3.1 of the Portuguese Code of Corporate Governance.
The Nominations and Remunerations Committee consists of three (3) independent members, plus the Secretary.
The current members are:
At the General Shareholder's Meeting celebrated on April 9th 2015 Rafael Caldeira Valverde, ceased to be member of the Board of Directors of EDP Renováveis S.A., and therefore member of the Nominations and Remunerations Committee. In order to fill this vacancy, on the meeting of the Board of Directors celebrated on April 9th, 2015 after the General Shareholder's Meeting, Acácio Jaime Liberado Mota Piloto was nominated as member of the Nominations and Remunerations Committee.
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 still remaining Company Directors.
The Nominations and Remunerations Committee is a permanent body belonging to the Board of Directors with an informative and advisory 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 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 dismissal of senior management personnel. The Nominations and Remunerations Committee shall also inform the Board of Directors on general remuneration policy and incentives to them and the senior management. 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 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 2015 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 the members of the Related Party Transactions Committee shall be and currently are independent.The only non-independent member of this Committee is Nuno Alves.
Members of the Related Party Transactions Committee shall be considered independent if they can perform their duties without being conditioned by relations with EDPR, its majority shareholders or its Directors and, if this is the case, meet the other requirements of the applicable legislation.
The Related-Party Transactions committee consists of two (2) independent members and one (1) nonindependent member, as described above, plus the Secretary.
Until the Board of Directors Meeting celebrated on April9th 2015, the members of this Committee were José Ferreira Machado, Joao Manuel de Mello Franco and Nuno Alves. At the celebration of this meeting, and in accordance of the policy of rotation of the committees' members and the entrance of new ones, Francisca Guedes de Oliveira was nominated as member of the Nominations and Remunerations Committee. As of this date and currently, 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 said 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 there Family Members, such relations must
14
15
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 third bullet point above shall not apply to transactions between EDP or its related entities and EDP Renováveis 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 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 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.
2015 ACTIVITY
In 2015, 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, the 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 term of office and the dates of first appointment of the members of the Audit and Control Committee are available on the chart of topic 17.
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 to the public at the Company's website, www.edprenovaveis.com and at the Company's Headquarters at Plaza de la Gesta, 2, Oviedo, Spain.
In 2015, the Audit and Control Committee held sixteen (16) meetings, six (6) of those meetings were formal and the other ten (10) were with the different departments whose activity development was discussed with the Committee.
On March 18th and 19th the Chairman of the Committee and the vocal João de Mello Franco, visited EDPR NA in Houston, where met the local teams to acknowledge the development of their activities.
The Audit and Control Committee also attended three meetings organized by EDP's General Supervisory Board and participated in September on the Annual Meeting of the Audit and Control Committees' of EDP's Group.
The table below shows the attendance percentage to the meetings of the Audit and Control Committee by its members. During the year 2015 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 | 66,66% |
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 arelisted 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 2015.
The services, other than auditing 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 2015 such services reached only around 17% 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 2015 financial year and should be highlighted:
17
Within this context, it should be particularly stressed that the External Auditor' 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 SEC 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 pre-approval 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 nominated by the General Shareholders' Meeting and corresponds to the statutory auditor body ("Revisor Oficial de Contas") described on the Portuguese Law. Consequently, the information regarding points 39 to 41 is available on chapter V of the report, points 42 to 47.
The External Auditor is, since 2007, KPMG Auditores S.L., a Spanish Company, whose partner in charge of EDPR 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.
KMG Auditores S.L. is in charge of EDPR's accounts auditing having carried these duties during eight consecutive years from the date EDPR became Public Interest Entity.
According to CMVM's Recommendation IV.3 of its 2013 Corporate Governance Code, the companies shall rotate the auditor after two or three terms whether they are of four or three years, respectively, being the maximum nine years. On the other hand, according to the personal Law of EDPR -the Spanish Law-, recently amended in October 2015, the maximum term for an auditing firm is established in a 10 year term, from the date the company is declared a "Public Interest Entity".
In the case of EDPR, this date when the IPO was launched is 2008. On of December 31st, 2015, KPMG Auditores S.L. has ended its eighth (8th) consecutive year as EDPR's External Auditor from the date that it became Public Interest Entity.
The Company is compliant with Recommendation IV.3 of the Portuguese Corporate Governance Code and also with its personal Law.
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 once a year. The Audit and Control Committee acts as the company speaker for the relevant matters with the External Auditor and 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 2015, according to the Audit and Control Committee's competences and in line with Recommendations 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.
Below are the details of non-audit services provided during 2015 by the External Auditor for EDPR's business units:
KPMG was engaged to provide the above mentioned services due to it's in depth knowledge of the Group's activities and tax related matters. 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.
| € thousand | Portugal | Spain | Brazil | US | Other | Total | % |
|---|---|---|---|---|---|---|---|
| Audit and statutory audit | 85 | 1 080 | 105 | 1 113 | 729 173 | 3 112 | 72,0% |
| Other assurance and reliability services |
- | 453 | - | - | 18 | 471 | 10,9% |
| Sub-total audit related services | 855 | 1 533 | 105 | 1 113 | 747 | 3 583 | 82,9% |
| Tax consultancy services | - | 340 | - | 116 | 16 | 472 | 10,9% |
| Other services unrelated to statutory auditing |
11 | 254 | - | - | 1 | 266 | 6,1% |
| Sub-total non-audit related services |
11 | 594 | - | 116 | 18 | 738 | 17,1% |
| Total | 96 | 2 127 | 105 | 1 229 | 764 | 4 321 | 100% |
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 only be validly adopted with absolute majority. If the shareholders attending represent between the twenty-five percent (25%) and the 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 approve these resolutions.
Accordingly with theentering into force of the new wording of the Spanish Companies Law ("Ley de Sociedades de Capital"), Ley 31/2014, EDPR made the necessaryamendments to the Articles of Association to adapt them to the Law. The modifications introduced were approved on the last General Shareholders' Meeting of April 9th 2015.
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.
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 whistleblower will remain anonymous, provided that this does not prevent the investigation of the complaint. S/he 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 Secretary of the Audit and Control Committee receives all the communications and presents a quarterly report to the members of the Committee.
In 2015 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. On February 2014, the Board of Directors approved an updated version of the Code of Ethics.
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.
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 conclusion to the Ethics Committee of EDPR, which receives, records, processes, and reports it to the Board of Directors.
In 2015 there were no communications to the Ethics Ombudsmen regarding any irregularity at EDPR.
The Ethics Code is available at our website www.edprenovaveis.com
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. This Anti-Corruption Policy implies a series of new 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 also made available in the intranet, in order to ensure appropriate knowledge and understanding of the Policy.
The Anti-Corruption Policy is available at our website www.edprenovaveis.com
EDPR Internal Audit Department is composed by seven people. 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, 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 to 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, that reports both to the Chairman of EDPR's Executive Committee and to EDPR's Audit and Control Committee.
| Board of Directors | ||
|---|---|---|
| Executive Committe |
Audit and Control Committe |
|
| Internal Audit |
EDPR's Risk Management is as an integrating element of all organizational processes and decisions and not a stand-alone activity separated from the main activities of the company. It includes from strategic planning to evaluation of new investments and contracts.
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).
Market, credit and operational 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 2015, EDPR defined or reviewed four Global Risk Policies: Energy Hedging Policy, Counterparty Risk Policy, Operational Risk Policy and Country Risk Policy. These policies are already implemented.
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 Areas, covering the entire business cycle of EDPR, and in Risk Categories, following a standard classification of risks.
Risk Areas are Countries & regulations, Revenues, Financing, Wind turbine contracts, Pipeline development, and Operations. Within each Risk Area, risks are classified in Risk Groups.
Risk Categories are Market, Counterparty, Operational, Business and Strategic. Each Risk Group can also be classified into a Risk Category. Thus, for each Risk Group there is a corresponding Risk Area and Risk Category.
The definition of Risk Categories at EDPR is as follows:
| Risk Area | Risk Group | Risk Category |
|---|---|---|
| Courtified Programodo |
Country East 10 13. Competitive Landscape Rusk: |
Strategic |
| A POLIASPY Rial (19 nemaced) Enantir Production Rak |
Business | |
| Equipemant Del (s)man's East 18 Dectroity Price Rick 17 |
||
| Carmirrodity Prize Kisk EPITALIAM REAR H ESC |
market | |
| DOMANIE TAUTHOR tellation May 10 |
||
| Unutery New Counterparty Credit Rick Courterswy Operational Rial |
Comments of | |
| Invasitments Decisions Criters Rak Tarhaalany Clinneston Risk |
Stratege | |
| Wind Turbina Price Trips 0 For 11 Page With Turline Budgly Rian |
BUSiness | |
| 144.6 11.0 10.0 10.00 10.00 10.00 1 District of Concessions |
日本新生产品可能有限公司 本文由来源: DOPENTION RAIL Development Field |
|
| CE RE TRADIO DOGS A Comments of Children |
ASSESSISTED CELESS FEED FACTORAL Physium Assues Dropomation Technologies Riak |
Operational |
| LAGO Clarts Risk (Cornellarya) II Dafgonna Page. 0 Procession Kick |
||
| Kativiational Kisk | STER COLPLA |
1. Market Risk - It refers to the risk to an institution resulting from movements in market prices, in particular, changes in electricity prices, 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 (other than counterparty).
4. Business Risk - Potential loss in the company's earnings due to adverse changes in business volume, margins or both. Such losses can result above all from a serious deterioration of the weather conditions, or changes in the regulatory environment. Changes in electricity prices are considered a market risk.
5. Strategic Risk - It refers to risks coming from macroeconomic, political or social situation in countries where EDPR is present, as well as those coming from a change in the competitive landscape, from technology disruptions, from investment decisions criteria or from reputational issues.
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 offtakers to eliminate electricity and Green Certificate or REC price risks.
Despite EDPR's strategy of eliminating market price risk, EDPR still has some wind farms 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 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 RPS programs that
allow receiving RECs (Renewable Energy Credit) 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 wind farms in the US do not have PPA and are selling merchant with exposure to electricity and REC price risks. Additionally, some wind farms 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 longterm 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 offtakers, which include the sale of the electricity and the Green Certificate or REC. In some cases, the offtaker 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 2015, EDPR signed new long-term PPAs in the US for 517 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 merchant exposure (i.e. no financial derivatives exist for green certificates nor RECs).
In 2015, EDPR financially hedged most of its remaining merchant exposure in Poland, Romania, Spain and the US. As aforementioned, some US wind farms 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).
EDPR finances its wind farms 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 denominated in different currencies. Consequently, exchange rate fluctuations may have a material adverse effect on financial results.
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.
Taking into account risk management policy and approved exposure limits, the Finance team submits the financial strategy appropriate to each project/location for the Executive Committee's approval. Global Risk Area supports the Finance team in interest rate hedging decisions.
Repricing calendar of debt is continuously monitored together with interest rates in order to detect good timing for interest rate hedging.
EDPR has international operations and is exposed to the exchange-rate risk resulting from investments in foreign subsidiaries. Currency exposure in operating wind farms 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 investments 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 some countries, regulated remuneration is linked to inflation.
Exposure to inflation 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.
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.
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 for financing planned projects.
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 some of the market exposure in OTC/future commodity markets depending on the 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).
During 2015, EDPR updated its Global Counterparty Risk Policy.
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 as defined in Basel Standards and re-evaluated monthly. If threshold is surpassed by any counterparty or by the company as a whole, mitigation measures are implemented in order to remain within the pre-established limit.
If the transactions or portfolio of transactions with the counterparty does 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 notation and replacement cost of the counterparty.
Wind farms 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 (connection of the wind farm 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, lay-out, 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 wind farm, and the installation of the wind turbines, different events (bad weather, accidents, etc) might occur that could imply an over cost or a delay in the commercial operation date of the wind farm:
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.
Wind farms in construction and in operation are exposed to weather hazards, natural disasters, etc. These risks depend on the location.
All wind farms are insured the physical damage during construction and operation. During operation, any natural disaster, weather hazard or accident will be partially insured to revenues lost due to the event.
IT (Information Technologies) risk may occur in the technical network (information network for wind farms 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 wind farms. 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.
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 2015, EDPR was elected as "Great Place to Work" in Spain and Poland.
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.
Internal Audit Department regularly reviews internal processes and recommends the establishment of new controls or the improvement in the implementation of existing procedures.
The amount of electricity generated by EDPR's wind farms 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.
24
Not only the total wind 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. Generation profile will affect the discount in price of a wind farm versus a baseload generation.
Finally, curtailment of a wind farm will also affect its production. Curtailment occurs when the production of a wind farm is stopped by the TSO (Transmission System Operators) for external reasons to the company. Examples of cases of curtailment are upgrades in transmission lines, high level of renewable generation production with low demand (very exceptional).
EDPR mitigates wind resource volatility and seasonality through geographical diversification of its asset base in different countries and regions.
EDPR acknowledges the correlation between different wind farms in its portfolio that allows for this geographical diversification, which enables EDPR to partially offset wind 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 (no generation).
In some geographies there is an inverse correlation between wind volume and electricity price, implying a natural hedge.
EDPR has analysed in detail the potential use of financial products to hedge wind risk, and EDPR 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 wind farm. Generation profile and curtailment of EDPR's wind farms are constantly monitored by Risk department to detect potential future changes.
Output from wind farms and solar plants depends upon the operating availability of the turbines and solar panels and the operating performance of the equipment, mainly the components of wind turbines and transformers.
EDPR mitigates this risk by using a mix of turbine suppliers which minimizes technological risk, avoiding exposure to a unique manufacturer.
EDPR also engages wind turbine suppliers through medium-term full-scope maintenance agreements to ensure alignment in minimizing technology risk.
Finally, EDPR has created an O&M program with adequate preventive and scheduled maintenance program. EDPR externalized non-core technical O&M activities of its wind farms, while primary and value added activities continue controlled by EDPR.
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 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 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 wind turbines is affected, not only by market fluctuations of the materials used in the turbines, but also by the demand of wind turbines.
For every new project, EDPR secures the demand risk that might increase price of the turbines.
The demand for new wind farms may offset the offer of turbines by WTG manufacturers. Currently, the local component requirement in some geographies (Ex: Brazil) creates this shortfall situation.
EDPR faces limited risk to the availability and price increase of WTG´s due to existing framework agreements with major global wind turbines suppliers. The Company uses a large mix of turbines suppliers in order to diversify wind turbine supply risk.
For geographies with specific requirements of local component, EDPR does not engage in a project before securing the supply of wind turbines.
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 parties. 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.
During 2015, EDPR updated its Global Country Risk Policy.
In the renewable business, size can be an advantage or disadvantage in specific situations. For example, in development of wind farms, 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 for EDPR.
To mitigate the risks, at EDPR there is a clear knowledge of our competitive advantages and try 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 or offshore construction, in order to benefit from their knowledge and 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 focuses in onshore wind technology, which in most geographies is the most competitive renewable technology at the moment. However, EDPR is progressively investing in other technologies that are starting to be competitive and may become more efficient in the future, like PV solar and wind offshore.
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.
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 for our children, but also in doing it well, in an ethical and sustainable manner, consequently limiting reputational risk.
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.
During 2015, EDPR defined or reviewed four Global Risk Policies, which are already implemented:
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 steps and checks that are carried out for the preparation of the financial information that will be part of consolidated financial statements are specified.
The procedures for 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 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 supervise 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 activities of internal control systems, including the internal control system over financial reporting.
The annual work plans of the 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 2015, 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 2015 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 favourable opinion on the SCIRF of the EDPR Group, according to ISAE 3000 (International Standard on Assurance Engagements 3000).
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 access 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 – Comisíon 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 NYSE 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 2015, EDPR made 49 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:
Rui Antunes, Head of Planning & Control, Investor Relations and Sustainability Calle Serrano Galvache 56 Centro Empresarial Parque Norte Edificio Olmo – 7th floor 28033 – Madrid – España Website: www.edprenovaveis.com/investors E-Mail: [email protected] Phone: +34 902 830 700 / Fax: +34 914 238 429
In 2015, 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 12 broker conferences, held 20 roadshows and reverse roadshows, along with conference calls and meetings, totalling more than 370 interactions with institutional investors in more than 10 of the major financial cities across Europe and US.
EDPR IR Department was in permanent contact with capital markets agents, namely financial analysts who evaluate the Company. In 2015, as far as the Company is aware, sell̻side analysts issued more than 150 reports evaluating EDPR's business and performance.
At the end of the 2015, as far as the Company is aware of, there were 22 institutions elaborating research reports and following actively EDPR activity. As of December 31st, 2015, the average price target of those analysts was of Euro 6.9 per share with the majority reporting "Buy" recommendations on EDPR's share: 15 Buys, 5 Neutrals and 2 Sell.
| Company | Analyst | Price Target | Recommendation |
|---|---|---|---|
| Bank of America Merrill Lynch | Pinaki Das | € 7.10 | Buy |
| BBVA | Daniel Ortea | € 7.50 | Outperform |
| Berenberg | Lawson Steele | € 5.75 | Buy |
| BPI | Flora Trindade | € 7.80 | Buy |
| Caixa BI | Helena Barbosa | € 7.70 | Accumulate |
| Citigroup | Akhil Bhattar | € 6.45 | Neutral |
| Deutsche Bank | Virginia Sanz de Madrid | € 7.00 | Hold |
| Exane BNP | Manuel Palomo | € 5.70 | Underperform |
| Fidentiis | Daniel Rodríguez | € 5.78 | Hold |
| Goldman Sachs | Manuel Losa | € 6.90 | Neutral |
| Haitong | Nuno Estácio | € 7.80 | Buy |
| HSBC | Pablo Cuadrado | € 7.00 | Buy |
| JP Morgan | Javier Garrido | € 6.50 | Overweight |
| Kepler Cheuvreux | Jose Porta | € 6.19 | Reduce |
| Macquarie | Shai Hill | € 6.60 | Outperform |
| Main First | Fernando Garcia | € 7.00 | Outperform |
| Morgan Stanley | Carolina Dores | € 7.60 | Overweight |
| Natixis | Philippe Ourpatian | € 6.40 | Neutral |
| RBC | Martin Young | € 7.25 | Outperform |
| Santander | Bosco Mugiro | € 6.50 | Buy |
| Société Générale | Jorge Alonso | € 7.00 | Buy |
| UBS | Hugo Liebaert | € 7.50 | Buy |
EDPR representative for relations with the market is Rui Antunes, Head of Planning & Control, Investor Relations and Sustainability Department.
In 2015, EDPR was present in several events with analysts and investors, such as roadshows, conferences, meetings, conference calls and other presentations, communicating EDPR's business plan, strategy and its operational and financial performance.
During the year, IR Department received more than 550 information requests and interacted more than 370 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 2015 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.
EDPR website: www.edprenovaveis.com
| Information: | Link: |
|---|---|
| Company information | www.edprenovaveis.com/investors/corporate-governance/companys-name www.edprenovaveis.com/our-company/who-we-are |
| Corporate by-laws and bodies/committees regulations | www.edprenovaveis.com/investors/corporate-governance |
| Members of the corporate bodies | www.edprenovaveis.com/investors/corporate-governance/directors |
| Market relations representative, IR department | www.edprenovaveis.com/investors/contact-ir-team |
| Means of access | www.edprenovaveis.com/our-company/contacts/contact-us |
| Financial statements documents | www.edprenovaveis.com/investors/reports-and-results |
| Corporate events Agenda | www.edprenovaveis.com/investors/calendar |
| General Shareholders' Meeting information | www.edprenovaveis.com/investors/shareholders-meeting-2 |
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 dismissal 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 concerning the Declaration on the Remuneration Policy.
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 2015.
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 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 for that effect by the General Shareholders' Meeting. The maximum remuneration approved by the General Shareholders' Meeting, for all the members of the Board of Directors was € 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 € 1,000,000 per year.
EDPR, in line with EDP Group corporate governance practice, 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 don't 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 aren't 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 2014-2016 as proposed by the Nominations and Remuneration Committee and approved by the General Shareholders' Meeting on April 8th, 2014 (the Remuneration Policy), defines a structure with a fixed remuneration for all members of the Board of Directors and a variable remuneration, with an annual component and a multi-annual component for the members of the Executive Committee.
The Remuneration Policy, including the minor amendments approved by the General Shareholders' Meeting held on April 9th, 2015, remained unaltered during 2015. On the topic below can be found a reminder of 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 multiannual 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 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 COO's. For the years 2015 and 2016 and in order to align the indicators with the company objectives a new KPI has been included "Asset Rotation & Tax Equity". The indicators are as follows:
| Target Group | Key Performance Indicator | Weight |
|---|---|---|
| Total Shareholder Return vs. Peers & PSI 20 | 15% | |
| Growth | Incremental MW (EBITDA + Net Equity) Asset Rotation & Tax Equity |
10% 7.5% |
| Risk – Return | ROIC Cash % EBITDA Net Income |
8% 12% 12% |
| Target Group | Key Performance Indicator | Weight |
|---|---|---|
| Technical Availability | 6% | |
| Efficiency | Opex / MW | 6% |
| Capex / MW | 6% | |
| Sustainability | 7.5% | |
| Other | Employee satisfaction | 5% |
| Appreciation of the Remuneration Committee | 5% |
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%.
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.
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 2015, the non-monetary benefits amounted to €123.355.
The 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 9th, 2015 (the Remuneration Policy included the retirement plan).
The remuneration paid by EDPR to the members of the Board of Directors for the year ended on December 31st 2015 was as follows:
| Remuneration | Fixed | Annual | Multi-annual | Total |
|---|---|---|---|---|
| Executive Directors | ||||
| João Manso Neto* | 0 | 0 | 0 | 0 |
| Nuno Alves* | 0 | 0 | 0 | 0 |
| Rui Teixeira** | 20,601 | 0 | 0 | 20,601 |
| Joao Paulo Costeira | 61,804 | 0 | 0 | 61,804 |
| Remuneration | Fixed | Annual | Multi-annual | Total |
|---|---|---|---|---|
| Executive Directors | ||||
| Miguel Amaro*** | 41,203 | 41,203 | ||
| Gabriel Alonso | 0 | 0 | 0 | 0 |
| Non- Executive Directors | ||||
| António Mexia* | 0 | 0 | 0 | 0 |
| Joao Marques da Cruz [] [*] | 0 | 0 | 0 | 0 |
| João Lopes Raimundo | 60,000 | 0 | 0 | 60,000 |
| António Nogueira Leite | 55,000 | 0 | 0 | 55,000 |
| Rafael Caldeira Valverde** | 18,333 | 0 | 0 | 18,333 |
| Francisco José Queiroz de Barros de Lacerda | 0 | 0 | 0 | 0 |
| João Manuel de Mello Franco | 60,000 | 0 | 0 | 60,000 |
| Jorge Henriques dos Santos | 80,000 | 0 | 0 | 80,000 |
| Gilles August | 45,000 | 0 | 0 | 45,000 |
| Manuel Menéndez Menéndez | 45,000 | 0 | 0 | 45,000 |
| Jose Araujo e Silva** | 15,000 | 0 | 0 | 15,000 |
| Acácio Jaime Liberado Mota Piloto | 52,500 | 0 | 0 | 52,500 |
| José A. Ferreira Machado | 60,000 | 0 | 0 | 60,000 |
| Francisca Guedes de Oliveira*** | 41,250 | 41,250 | ||
| Allan J.Katz*** | 33,750 | 33,750 | ||
| Total | 689,441 | 0 | 0 | 689,441 |
a) [*] António Mexia, João Manso Neto, Nuno Alves and João Marques da Cruz 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.
[**] Rui Teixeira, João Marques da Cruz, Rafael Caldeira Valverde and José Araujo e Silva amounts reflect the ones corresponding to the 2015 period up to their resignation.
[***] Miguel Amaro, Francisca Guedes de Oliveira and Allan Katz amounts reflect the ones corresponding to the 2015 period since their appointment.
b) Rui Teixeira, Gabriel Alonso, Miguel Amaro and João Paulo Costeira, as Officers and members of the Executive Committee receive their remuneration as Directors and/or 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 2015 is €1,089,484, of which €1.029,484 refers to the management services rendered by the Executive Members and €60,000 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, ex-CEO, was the following:
| Euros | ||||
|---|---|---|---|---|
| Remuneration | Variable | |||
| Fixed | Annual | Multi-annual | Total | |
| Gabriel Alonso | 366.897\$ | 119.000\$ | 0\$ | 485,897\$ |
| Rui Teixeira* | 228,196€ | 90,000€ | 0€ | 318,196€ |
| Euros | ||||
|---|---|---|---|---|
| Remuneration | Variable | |||
| Fixed | Annual | Multi-annual | Total | |
| Joao Paulo Costeira | 228,196€ | 80,000€ | 0€ | 308,196€ |
| Miguel Amaro** | 141,103€ | 0€ | 0€ | 141,103€ |
*] Rui Teixeira amounts reflect the ones corresponding to the 2015 period up to his resignation.
[**] Miguel Amaro amounts reflect the ones corresponding to the 2015 period from his appointment.
All the amounts are in Euros, except Gabriel Alonso 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 2015, the remuneration of the Chairman of the General Shareholders' Meeting of EDPR was € 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 regulation 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 2015, 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 analysed 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 2015 incurred with or charged by the EDP Group was € 15.8 million, corresponding to 5.4% of the total value of Supplies & Services for the year (€ 293.1 million).
The most significant contracts in force during 2015 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 nominates more than 50% of its Directors.
On November 4th, 2008 EDP and EDPR signed an Executive Management Services Agreement that was renewed on May 4th, 2011 and effective from March 18th, 2011 and renewed again on May 10th, 2012.
Through this contract, EDP provides management services to EDP Renováveis, including matters related to the day-to-day running of the Company. Under this agreement EDP nominates four people from EDP to be part of EDPR's Management: i) two Executive Managers which are members of the EDPR Executive Committee, including the 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 EUR1.089.484,80 for the management services rendered in 2015.
Following the Memorandum of Understanding ("MoU") executed with EDP Energias do Brasil, S.A. ("EDP Brasil") on November 27th, 2014, EDP Renováveis, S.A. signed an agreement with EDP Brasil for the acquisition of 45% of EDP Renováveis Brasil, S.A. on April 27th 2015. This transaction finally concluded on December 21st 2015.
The agreed transaction price totals R\$190 million, divided in R\$ 176 million at closing and up to R\$ 14 million in earn-out payments.
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), a 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 2015, such loan agreements totalled USD 1,836,699,611 and EUR 1,450,000,000.
A counter-guarantee agreement was signed, under which EDP or EDP Energias de Portugal Sociedade Anónima, Sucursal en España (hereinafter guarantor or EDP Sucursal) undertakes on behalf of EDPR, EDP Renewables Europe SLU (hereinafter EDPR EU), and EDPR 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 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 2015, such counter-guarantee agreements totalled € 14,001,170 and USD 507,747,430.
There is another counter-guarantee agreement signed, under which EDP Energias do Brasil, SA or EDPR undertake 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, which have been approved on a case by case basis by the EDPR executive board. Each party undertakes to indemnify the other pro-rata to its stake of any losses or liabilities resulting from the guarantees provided under the agreement and to pay a fee established in arm's length basis. As of December 31st 2015, such counter-guarantee agreements totalled BRL 350,486,830.
EDP Servicios Financieros España SLU and EDPR Servicios Financieros SA signed an agreement through which EDP Servicios Financieros España manages EDPR's cash accounts. The agreement also regulates a current account between both companies, remunerated on arm's length basis. As of December 31st 2015, 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 renewable for equal periods.
Due to the net investment in EDPR NA, EDPR Brazil, and Polish 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):
EDPR Group companies entered into several hedge agreements with EDP Energías de Portugal S.A. and Servicios Financieros España SLU, with the purpose of managing the transaction exposure related to the short term or transitory positions in the North American, Polish, and Romanian subsidiaries, fixing the exchange rate for EUR/USD, EUR/PLN and EUR/RON in accordance to the prices in the forward market in each contract date. As of December 31st 2015, 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 2015 for a total volume of 2.644.328MWh (sell position) and 98.280MWh (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 2015 the estimated cost of these services is €4.411.787,33. 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 2015 is €644.380.
The agreement shall remain in effect for as long as EDP directly or indirectly maintains control of more than 50% of both companies or nominate 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 paid to EDP Valor by EDPR Promoção e Operação S.A. and its subsidiaries for the services provided in 2015 totalled €973.412. The initial duration of the agreement was five (5) years from date of signing and it was tacitly renewed for a new period of five (5) years on January 1st, 2008.
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 2015 totalled €404.506,64.
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 2015 totalled BRL135.000.
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 c) of the Related-Party Transactions Committee Regulation, 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 € 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 2015, EDPR has 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 recognised by an initiative by Deloitte that rewards top performers in the Portuguese financial market: EDPR's 2014 Annual Report was granted as part of the Investor Relations & Governance Awards (IRG Awards), and recognized as the best in the non financial sector. This award distinguishes top performers and highlights policies and attitudes of transparency, the quality of information and investor relations. The initiative was developed in partnership with Diário Económico.
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 Audit and Control 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.
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. Adopted |
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 interests of shareholders. |
| Chapter B – I, b) topic 14 | |
| 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 |
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 of an Audit and Control Committee.)
II.1.4. Adopted 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; 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 The Board of Directors or the General and Supervisory Board, depending on the applicable model, should set goals
II.1.5. Adopted 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
| 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 |
| Adopted | relevant meetings. |
| 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. Adopted |
The Audit Committee, the General and Supervisory Board and the Supervisory Board 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 |
II.3. REMUNERATION SETTING
II.3.1. Adopted All members of the Remuneration Committee or equivalent should be independent from the executive Board Members and include at least one member with knowledge and experience in matters of remuneration policy. Chapter D – II – Topic 67 and 68 II.3.2. Any natural or legal person that provides or has provided services in the past three years, to any structure under the
| Adopted | 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 | d) 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. Not Applicable |
Approval of plans for the allotment of shares and/or options to acquire shares or based on share price variation to Board 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. Adopted 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.
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. Adopted |
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. |
| 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 | |
| III.6. Not Applicable |
Executive Board Members shall maintain the Company's shares that were allotted by virtue of variable remuneration 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.8.
| III.7. Not Applicable |
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. |
|---|---|
| Chapter D – III, Topic 74 |
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
Adopted adequate and necessary legal instruments so that any damages or compensation, beyond that which is legally due, is unenforceable.
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. Adopted |
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 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. Adopted |
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. |
|||
| Chapter B – C), Topic 90 | ||||
| V.2. Adopted |
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. |
|||
| 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. | 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. |
| Adopted |
Chapter B – C) – IV, Topic 56

BORN: 1957
Member of de Board of Directors of Fundação EDP
Assistant Lecturer in the Department of Economics at Université de Genève (Switzerland)

BORN: 1958
| P | ||
|---|---|---|
| 2 | 1 | |
| 3 | L | |

BORN: 1973
Member of the Board of Directors and of the Executive Committee of the American Wind Energy Association (AWEA) Main positions in the last five years:
Education:

(none)

(none)
Board Member, CFO and COO Distribution of EDP – Energias do Brasil

Current positions in EDPR or EDP group of companies:
Member of the Board of Directors and of the Audit and Control Committee of EDP Renováveis SA
Education:
BSc in Business Administration from Universidade Católica Portuguesa Master in Business Administration from INSEAD

Current positions in EDPR or EDP group of companies:
Member of the Board of Directors, Chairman of the Nominations and Remunerations Committee, Member of the Audit and Control Committee of EDP Renováveis SA

Member of the Board of Directors and Chairman of the Audit and Control Committee of EDP Renováveis SA
Current positions in companies outside EDPR and EDP group of companies:
Other previous positions: Coordinator of the committee for evaluation of the EC Support Framework II

University Professor in the Department of Business Administration and Accounting at the University of Oviedo

BORN: 1957
Current positions in EDPR or EDP group of companies: Member of the Board of Directors of EDP Renováveis SA
Lawyer and founder of August & Debouzy Law Firm

Member of the Board of Directors of EDP Renováveis SA Member of the Nominatios and Remunerations Committee of EDP Renováveis SA
Professional education courses, mostly in banking and financial management, namely the International Banking School (Dublin, 1989), the Asset and Liability Management Seminar (Merrill Lynch International) and the INSEAD Executive Program (Fontainebleau)

BORN: 1962
Member of the Board of Directors and Member of the Nominations and Remunerations Committee of EDP Renováveis SA

BORN: 1957
Member of the Board of Directors and Chairman of the Related-Party Transactions Committee of EDP Renováveis SA
Pro Vice Chancellor and Dean of the Faculty of Business and Management of Regent's University London Main positions in the last five years:
Degree in Economics by Universidade Técnica de Lisboa
ALLAN J. KATZ BORN: 1947

Current positions in EDPR or EDP group of companies: Member of the Board of EDP Renováveis S.A.
<-- PDF CHUNK SEPARATOR -->
Ambassador of the United States of America to the Republic of Portugal
JD from Washington College of Law at American University in Washington DC in 1974


Legal Counsel of Hidrocantábrico
Education:
Law Degree from the University of Oviedo



| António Luís Guerra Nunes Mexia | João Manuel Manso Neto |
|---|---|
| Nuno Maria Pestana de Almeida Alves | Miguel Dias Amaro |
| João Paulo Nogueira da Sousa Costeira | Gabriel Alonso Imaz |
| Acácio Jaime Liberado Mota Piloto | António do Pranto Nogueira Leite |
| Jdão Manuel de Mello Franco | João José Belard da Fonseca Lopes Raimundo |
| Jorge Manuel Azevedo Henriques dos Santos | José António Ferreira Machado |
| Gilles August | Manuel Menéndez Menéndez |
| Allan J. Katz | Francisca Guedes de Oliveira |


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| THOUSANDS OF EUROS | |||
|---|---|---|---|
| NOTES | 2015 | 2014 | |
| Revenues | 6 | 1,349,605 | 1,153,126 |
| Income from institutional partnerships in U.S. wind farms | 7 | 197,442 | 123,582 |
| 1,547,047 | 1,276,708 | ||
| Other income | 8 | 161,560 | 45,667 |
| Supplies and services | 9 | -292,728 | -256,645 |
| Personnel costs and employee benefits | 10 | -84,268 | -66,093 |
| Other expenses | 11 | -189,316 | -96,441 |
| -404,752 | -373,512 | ||
| 1,142,295 | 903,196 | ||
| Provisions | 172 | -20 | |
| Amortisation and impairment | 12 | -564,629 | -480,767 |
| 577,838 | 422,409 | ||
| Financial income | 13 | 61,476 | 101,527 |
| Financial expenses | 13 | -346,959 | -351,406 |
| Share of net profit in joint ventures and associates | 18 | -1,517 | 21,756 |
| Profit before tax | 290,838 | 194,286 | |
| Income tax expense | 14 | -45,347 | -16,399 |
| Net profit for the year | 245,491 | 177,887 | |
| Attributable to: | |||
| Equity holders of EDP Renováveis | 28 | 166,614 | 126,007 |
| Non-controlling interests | 29 | 78,877 | 51,880 |
| Net profit for the year | 245,491 | 177,887 | |
| Earnings per share basic and diluted - Euros | 28 | 0.19 | 0.14 |
| 2015 | 2014 | ||||
|---|---|---|---|---|---|
| EQUITY HOLDERS OF THE PARENT |
NON CONTROLLING INTERESTS |
EQUITY HOLDERS OF THE PARENT |
NON CONTROLLING INTERESTS |
||
| Net profit for the year | 166,614 | 78,877 | 126,007 | 51,880 | |
| Items that will never be reclassified to profit or loss | - | - | - | - | |
| Actuarial gains/(losses) | - | - | - | - | |
| Tax effect of actuarial gains/(losses) | - | - | - | - | |
| 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 (available for sale financial assets) |
399 | 32 | -639 | -409 | |
| Fair value reserve (cash flow hedge) | 14,891 | 1,230 | -11,173 | -5,404 | |
| Tax effect from the fair value reserve (cash flow hedge) |
-4,152 | -469 | 539 | 921 | |
| Fair value reserve (cash flow hedge) net of taxes of non-current assets held for sale |
201 | - | - | - | |
| Share of other comprehensive income of joint ventures and associates, net of taxes |
-9,404 | - | -15,463 | - | |
| Reclassification to profit or loss due to ENEOP transaction | 11,954 | - | - | - | |
| Exchange differences arising on consolidation | 21,054 | 16,415 | 28,706 | 26,913 | |
| 34,943 | 17,208 | 1,970 | 22,021 | ||
| Other comprehensive income for the year, net of income tax | 34,943 | 17,208 | 1,970 | 22,021 | |
| Total comprehensive income for the year | 201,557 | 96,085 | 127,977 | 73,901 |
| NOTES | 2015 | 2014 | |
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | 15 | 12,612,452 | 11,012,976 |
| Intangible assets | 16 | 172,128 | 117,704 |
| Goodwill | 17 | 1,362,017 | 1,287,716 |
| Investments in joint ventures and associates | 18 | 333,800 | 369,791 |
| Available for sale financial assets | 6,257 | 6,336 | |
| Deferred tax assets | 19 | 47,088 | 46,488 |
| Trade receivables | 21 | 4,407 | 4,879 |
| Debtors and other assets from commercial activities | 22 | 35,166 | 36,320 |
| Other debtors and other assets | 23 | 75,655 | 396,980 |
| Collateral deposits associated to financial debt | 30 | 65,299 | 65,597 |
| Total Non-Current Assets | 14,714,269 | 13,344,787 | |
| Inventories | 20 | 22,762 | 21,320 |
| Trade receivables | 21 | 217,135 | 141,145 |
| Debtors and other assets from commercial activities | 22 | 42,823 | 41,564 |
| Other debtors and other assets | 23 | 66,033 | 294,646 |
| Current tax assets | 24 | 118,658 | 89,093 |
| Collateral deposits associated to financial debt | 30 | 8,054 | 15,141 |
| Cash and cash equivalents | 25 | 436,732 | 368,623 |
| Assets held for sale | 26 | 109,691 | - |
| Total Current Assets | 1,021,888 | 971,532 | |
| Total Assets | 15,736,157 | 14,316,319 | |
| Equity | |||
| Share capital | 27 | 4,361,541 | 4,361,541 |
| Share premium | 27 | 552,035 | 552,035 |
| Reserves | 28 | -36,938 | -64,256 |
| Other reserves and Retained earnings | 28 | 927,748 | 806,319 |
| Consolidated net profit attributable to equity holders | |||
| of the parent | 166,614 | 126,007 | |
| Total Equity attributable to equity holders of the parent | 5,971,000 | 5,781,646 | |
| Non-controlling interests | 29 | 863,109 | 549,113 |
| Total Equity | 6,834,109 | 6,330,759 | |
| Liabilities | |||
| Medium / Long term financial debt | 30 | 3,832,413 | 3,716,434 |
| Provisions | 31 | 120,514 | 98,911 |
| Deferred tax liabilities | 19 | 316,497 | 270,392 |
| Institutional partnerships in U.S. wind farms | 32 | 1,956,217 | 1,801,963 |
| Trade and other payables from commercial activities | 33 | 466,296 | 464,367 |
| Other liabilities and other payables | 34 | 712,505 | 431,435 |
| Total Non-Current Liabilities | 7,404,442 | 6,783,502 | |
| Short term financial debt | 30 | 387,857 | 185,489 |
| Provisions | 31 | 919 | - |
| Trade and other payables from commercial activities | 33 | 787,357 | 687,904 |
| Other liabilities and other payables | 34 | 201,782 | 271,961 |
| Current tax liabilities | 35 | 64,285 | 56,704 |
| Liabilities held for sale | 26 | 55,406 | - |
| Total Current Liabilities | 1,497,606 | 1,202,058 | |
| Total Liabilities | 8,902,048 | 7,985,560 | |
| Total Equity and Liabilities | 15,736,157 | 14,316,319 |
| 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 31 December 2013 (*) | 6,089,323 4,361,541 | 552,035 | 827,295 | -43,733 | -29,114 | 3,242 | 5,671,266 | 418,057 | |
| Comprehensive income: | |||||||||
| Fair value reserve (available for sale financial | |||||||||
| net of taxes Fair value reserve (cash flow hedge) net of taxes |
-1,048 -15,117 |
- - |
- - |
- - |
- - |
- -10,634 |
-639 - |
-639 -10,634 |
-409 -4,483 |
| Share of other comprehensive income of joint | |||||||||
| and associates, net of taxes | -15,463 | - | - | - | -10,975 | -4,488 | - | -15,463 | - |
| Exchange differences arising on consolidation | 55,619 | - | - | - | 28,706 | - | - | 28,706 | 26,913 |
| Net profit for the year | 177,887 | - | - | 126,007 | - | - | - | 126,007 | 51,880 |
| Total comprehensive income for the year | 201,878 | - | - | 126,007 | 17,731 | -15,122 | -639 | 127,977 | 73,901 |
| Dividends paid | -34,892 | - | - | -34,892 | - | - | - | -34,892 | - |
| Dividends attributable to non-controlling interests | -34,382 | - | - | - | - | - | - | - | -34,382 |
| Sale without loss of control of EDPR France | 6,773 | - | - | 8,738 | - | 1,070 | - | 9,808 | 59,163 |
| Sale without loss of control of EDPR France | 27,645 | - | - | 3,199 | - | 2,100 | - | 5,299 | 22,346 |
| Sale without loss of control of South Dundas (EDPR | 15,494 | - | - | 2,255 | 209 | - | - | 2,464 | 13,030 |
| Other changes resulting from acquisitions / sales and | |||||||||
| equity increases Other |
-3,317 39 |
- - |
- - |
-282 6 |
- - |
- - |
- - |
-282 6 |
-3,035 33 |
| Comprehensive income: | |||||||||
| Balance as at 31 December 2014 | 6,330,759 4,361,541 | 552,035 | 932,326 | -25,793 | -41,066 | 2,603 | 5,781,646 | 549,113 | |
| Comprehensive income: | |||||||||
| Fair value reserve (available for sale financial assets) net of taxes |
431 | - | - | - | - | - | 399 | 399 | 32 |
| Fair value reserve (cash flow hedge) net of taxes | 11,500 | - | - | - | - | 10,739 | - | 10,739 | 761 |
| Fair value reserve (cash flow hedge) net of taxes of non-current assets |
201 | - | - | - | - | 201 | - | 201 | - |
| Share of other comprehensive and associates, net of taxes |
-9,404 | - | - | - | -12,498 | 3,094 | - | -9,404 | - |
| Reclassification to profit and loss due to ENEOP transaction |
11,954 | - | - | - | - | 11,954 | - | 11,954 | - |
| Exchange differences arising | 37,469 | - | - | - | 21,054 | - | - | 21,054 | 16,415 |
| on consolidation | |||||||||
| Net profit for the year Total comprehensive income for the year |
245,491 297,642 |
- - |
- - |
166,614 166,614 |
- 8,556 |
- 25,988 |
- 399 |
166,614 201,557 |
78,877 96,085 |
| Dividends paid | -34,892 | - | - | -34,892 | - | - | - | -34,892 | - |
| Dividends attributable to non-controlling interests |
-43,184 | - | - | - | - | - | - | - | -43,184 |
| Acquisitions without changes of control of EDPR Spain subsidiaries |
-25,722 | - | - | 46,484 | - | -5,806 | 1,344 | 42,022 | -67,744 |
| Sale without loss of control of EDPR North America subsidiaries |
330,183 | - | - | -10,558 | -7,493 | -1,472 | - | -19,523 | 349,706 |
| Sale without loss of control of EDPR Brazil subsidiaries | 61,280 | - | - | 10,096 | 4,704 | - | - | 14,800 | 46,480 |
| Other changes resulting from acquisitions/sales and equity increases |
-81,957 | - | - | -15,708 | 1,098 | - | - | -14,610 | -67,347 |
| Balance as at 31 December 2015 | 6,834,109 4,361,541 | 552,035 | 1,094,362 | -18,928 | -22,356 | 4,346 | 5,971,000 | 863,109 | |
| (*) Restated for IFRS 10 and 11 purposes | |||||||||
| THOUSANDS OF EUROS | ||
|---|---|---|
| 2015 | 2014 | |
| Operating activities | ||
| Cash receipts from customers | 1,308,708 | 1,180,865 |
| Payments to suppliers | -340,271 | -301,046 |
| Payments to personnel | -79,981 | -66,245 |
| Other receipts / (payments) relating to operating activities | -131,311 | -39,602 |
| Net cash from operations | 757,145 | 773,972 |
| Income tax received / (paid) | -55,704 | -66,880 |
| Net cash flows from operating activities | 701,441 | 707,092 |
| Investing activities | ||
| Cash receipts relating to: | ||
| Changes in cash resulting from perimeter variations (*) | 98,507 | 35 |
| Property, plant and equipment and intangible assets | 9,106 | 1,464 |
| Interest and similar income | 11,021 | 26,283 |
| Dividends | 13,481 | 17,389 |
| Loans to related parties | 183,079 | 118,891 |
| Other receipts from investing activities | 4,765 | 23,147 |
| 319,959 | 187,209 | |
| Cash payments relating to: | ||
| Acquisition of assets / subsidiaries | -159,318 | -19,790 |
| Property, plant and equipment and intangible assets | -876,386 | -536,618 |
| Loans to related parties | -30,171 | -241,654 |
| Other payments in investing activities | -537 | -661 |
| -1,066,412 | -798,688 | |
| Net cash flows from investing activities | -746,453 | -611,514 |
| Financing activities | ||
| Sale of assets / subsidiaries without loss of control (**) | 394,851 | 79,432 |
| Receipts/ (payments) relating to loans | -45,353 | 50,207 |
| Interest and similar costs | -215,894 | -190,976 |
| Governmental grants received | - | - |
| Dividends paid | -78,076 | -67,884 |
| Receipts / (payments) from wind activity institutional partnerships - USA | 68,474 | 147,860 |
| Other cash flows from financing activities | -13,151 | -15,442 |
| Net cash flows from financing activities | 110,851 | 3,197 |
| Changes in cash and cash equivalents | 65,839 | 98,775 |
| Effect of exchange rate fluctuations on cash held | 2,270 | 14,386 |
| Cash and cash equivalents at the beginning of the period | 368,623 | 255,462 |
| Cash and cash equivalents at the end of the period (***) | 436,732 | 368,623 |
(*) Includes 99,147 thousands of Euros related with the full consolidation of Eneop portfolio as a result of the Eneop Consortium´s deal (see note 43).
(**) Includes 315,945 thousands of Euros related to the sale by EDPR NA of 49% of its interests in several American companies, and 78,906 thousands of Euros related to the sale by EDPR Brasil of 49% of its interests in several Brasilian companies (see note 5).
(***) See Note 25 of the consolidated financial statements for a detailed breakdown of Cash and cash equivalents.
| 01. THE BUSINESS OPERATIONS OF THE EDP RENOVÁVEIS GROUP 7 | |
|---|---|
| 02. ACCOUNTING POLICIES 13 | |
| 03. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS IN APPLYING ACCOUNTING POLICIES 23 | |
| 04. FINANCIAL RISK MANAGEMENT POLICIES 24 | |
| 05. CONSOLIDATION PERIMETER 27 | |
| 06. REVENUES 32 | |
| 07. INCOME FROM INSTITUTIONAL PARTNERSHIPS IN U.S. WIND FARMS 32 | |
| 08. OTHER INCOME 32 | |
| 09. SUPPLIES AND SERVICES 32 | |
| 10. PERSONNEL COSTS AND EMPLOYEE BENEFITS 33 | |
| 11. OTHER EXPENSES 33 | |
| 12. AMORTISATION AND IMPAIRMENT 34 | |
| 13. FINANCIAL INCOME AND FINANCIAL EXPENSES 34 | |
| 14. INCOME TAX EXPENSE 35 | |
| 15. PROPERTY, PLANT AND EQUIPMENT 36 | |
| 16. INTANGIBLE ASSETS 38 | |
| 17. GOODWILL 40 | |
| 18. INVESTMENTS IN JOINT VENTURES AND ASSOCIATES 41 | |
| 19. DEFERRED TAX ASSETS AND LIABILITIES 45 | |
| 20. INVENTORIES 46 | |
| 21. TRADE RECEIVABLES 47 | |
| 22. DEBTORS AND OTHER ASSETS FROM COMMERCIAL ACTIVITIES 47 | |
| 23. OTHER DEBTORS AND OTHER ASSETS 47 | |
| 24. CURRENT TAX ASSETS 48 | |
| 25. CASH AND CASH EQUIVALENTS 48 | |
| 26. ASSETS AND LIABILITIES HELD FOR SALE 48 | |
| 27. SHARE CAPITAL AND SHARE PREMIUM 49 | |
| 28. OTHER COMPREHENSIVE INCOME, RESERVES AND RETAINED EARNINGS 51 | |
| 29. NON-CONTROLLING INTERESTS 52 | |
| 30. FINANCIAL DEBT 53 | |
| 31. PROVISIONS 55 | |
| 32. INSTITUTIONAL PARTNERSHIPS IN U.S. WIND FARMS 56 | |
| 33. TRADE AND OTHER PAYABLES FROM COMMERCIAL ACTIVITIES 57 | |
| 34. OTHER LIABILITIES AND OTHER PAYABLES 57 | |
| 35. CURRENT TAX LIABILITIES 58 | |
| 36. DERIVATIVE FINANCIAL INSTRUMENTS 58 | |
| 37. COMMITMENTS 61 | |
| 38. RELATED PARTIES 63 | |
| 39. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES 65 | |
| 40. RELEVANT AND SUBSEQUENT EVENTS 68 | |
| 41. RECENT ACCOUNTING STANDARDS AND INTERPRETATIONS USED 70 | |
| 42. ENVIRONMENT ISSUES 72 | |
| 43. BUSINESS COMBINATIONS 73 | |
| 44. OPERATING SEGMENTS REPORT 75 | |
| 45. AUDIT AND NON AUDIT FEES 76 | |
| ANNEX 1 77 | |
| ANNEX 2 89 |
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 2014 the share capital was held 62.02% by EDP S.A. - Sucursal en España ("EDP Branch"), 15.51% by Hidroeléctrica del Cantábrico, S.A. ("HC") and 22.47% of the share capital was free-floated in the NYSE Euronext Lisbon. On December 18th 2015, EDP S.A. - Sucursal en España acquired to Hidroeléctrica del Cantábrico, S.A., its block of shares, so that, as at December 2015 EDP Energias de Portugal, S.A holds directly, through its Spanish branch, a qualified shareholding of 77.5% of the share capital and voting rights of EDPR. As a result of this acquisition, HC no longer holds any shareholding in EDPR (see note 27).
As at 31 December 2015, EDP Renováveis holds a 100% stake in the share capital of the following companies: EDP Renewables Europe, S.L. (EDPR EU), EDP Renewables North America, L.L.C. (EDPR NA), EDP Renewables Canada, Ltd. (EDPR Canada), South África Wind & Solar Power, S.L.U., EDP Renováveis Servicios Financieros, S.L. and EDP Renováveis Brasil, S.A. (EDPR BR).
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.
In December 2011, China Three Gorges Corporation (CTG) sign 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 totalling 2,000 million of Euros in operating and ready-to-build renewable energy generation projects (including co-funding capex).
Within the agreement mentioned above, in June 2013, EDPR completed the sale of 49% equity shareholding in EDPR Portugal to CTG through CITIC CWEI Renewables S.C.A. and, on May 2015, EDPR closed the sale of 49% of the following EDPR Brasil subsidiaries to CTG through CWEI Brasil participaçoes LTDA. (see note 5): Elebrás Projetos S.A, Central Nacional de Energia Eólica S.A, Central Eólica Baixa do Feijão I S.A, Central Eólica Baixa do Feijão II S.A, Central Eólica Baixa do Feijão III S.A, Central Eólica Baixa do Feijão IV S.A, Central Eólica Jau S.A. and Central Eólica Aventura S.A.
In this context, EDPR Group has entered into new agreements with CTG during 2015, which are still subject to regulatory and third party approvals and other precedent conditions, so that no accounting impacts are booked in 2015 in this respect (see note 40).
EDPR EU operates through its subsidiaries located in Portugal, Spain, France, Belgium, Poland, Romania, Italy and United Kingdom. EDPR EU's main subsidiaries are: EDP Renováveis Portugal, S.A. (wind farms in Portugal), EDP Renovables España, S.L. (wind farms in Spain), EDP Renewables France (wind farms in France), EDP Renewables Belgium (wind farms in Belgium), EDP Renewables Polska, SP.ZO.O (wind farms in Poland), EDP Renewables Romania, S.R.L. (wind farms in Romania), EDP Renewables Italy, SRL (wind farms in Italy), EDPR UK Limited (offshore development projects) and EDPR RP PV, S.L.R. (photovoltaic solar farms in Romania).
EDPR NA's main activities consist in the development, management and operation of wind farms in the United States of America and providing management services for EDPR Canada.
EDPR Canada's main activities consist in the development, management and operation of wind farms in Canada.
The purpose of EDP Renováveis Brasil is to aggregate all the investments in the renewable energy market of Brazil.
EDP Renováveis Group, through its subsidiaries has an installed capacity, as follows:
| INSTALLED CAPACITY MW | 31 DEC 2015 | 31 DEC 2014 |
|---|---|---|
| United States of America | 4,203 | 3,805 |
| Spain | 2,194 | 2,194 |
| Portugal | (*) 1,247 | 624 |
| Romania | 521 | 521 |
| Poland | 468 | 391 |
| France | 364 | 340 |
| Brazil | 84 | 84 |
| Belgium | 71 | 71 |
| Italy | 100 | 90 |
| Canada | 30 | 30 |
| 9,282 | 8,150 |
(*) Includes Eneop portfolio as a result of the Eneop Consortium´s deal (see note 43). This portfolio capacity was included in 2014 as equity consolidated companies in the amount of 533 MW.
Additionally, the EDP Renováveis Group through its equity-consolidated companies has an installed capacity, as follows:
| INSTALLED CAPACITY MW | 31 DEC 2015 | 31 DEC 2014 |
|---|---|---|
| United States of America | 179 | 179 |
| Spain | 177 | 174 |
| Portugal | - | 533 |
| 356 | 886 |
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 EPACT. 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, the U.S. Congress approved the "Tax Increase Prevention Act of 2014" that included an extension of the PTC for wind, including the possibility of a 30% Investment Tax Credit instead of the PTC. Congress set a new expiration date of 31 December 2014 and kept the qualification criteria (projects can qualify as long as they are under construction by year-end 2014).
On 15 December 2015, the US Congress approved the "Consolidated Appropriations Act, 2016" that included an extension of the PTC for wind, as well as the possibility of a 30% Investment Tax Credit instead of the PTC. Developers now 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.
In addition, the "Consolidated Appropriations Act, 2016" 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 permanent 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%.
On December 2012, following Law 15/2012 of 27 December, the Spanish Government approved a 7% tax on electricity generation, as well as new taxes on nuclear and large-scale hydropower, plus a new carbon levy. These taxes have been applied since 2013.
On 4 February 2013, the Spanish Government published the Royal Decree-Law 2/2013 "on urgent measures in the electrical system and financial sector" that included a set of regulatory modifications applicable to the Spanish electricity sector and affecting wind energy assets. The main measures of RD-L 2/2013 were:
On 12 July 2013 the Spanish Council of Ministers approved a comprehensive reform of the Spanish energy sector aimed to end with the Spanish tariff deficit. The energy reform has been afterwards implemented by means of a new Energy Sector Act, a Decree-Law, eight Royal Decrees and three Ministerial Orders.
As a part or this Energy Reform, the RD-L 9/2013 was passed in July 2013. According to it, renewable energy facilities would be subject to a new framework, by which they would be remunerated by the market price plus a payment per installed MW allowing that the return on investment would be equivalent to the Spanish Government 10-year bonds yield plus a spread of 300 bps (being based on the asset's regulatory life). The RD-L also suppresses the renewables remuneration for reactive power (2€/MWh).
On 26 December 2013, the Spanish government published a new regulation that will govern the electricity sector (Law 24/2013) replacing the existing from 1997 (Law 54/1997).
The law refers to the need to finish with the sector's structural deficit that had been accumulated during the last decade, as the motivation to undertake the reform. Two years after, it seems that this target is to be achieved. Indeed, in November 2015, the CNMC (National commission of markets and competition) published the final balance of the Spanish electricity system for the year 2014 delivering a surplus of +550.3 M€, being the first surplus of the Spanish electricity system after 9 consecutive years of deficit.
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 of June 2014. The final legislation had no significant changes to the previous draft versions. In the case of wind farms onshore, the DL 413/2014 confirmed that the 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 December 3rd 2015, the conditions for the upcoming auction were published.
Also in October 2015, the Government approved the "National Energy Infrastructure Plan 2015-20", envisaging an increase in wind capacity of 6.5 GW and the "Plan de Relazamiento de la Industria Eólica", consisting in 15 specific measures focused in relaunching the wind manufacturing sector. Some of the measures are focused to spur the competitiveness of the Spanish wind manufacturer sector, while others are aimed at increasing turbine exports and others at boosting R+D.
On January 14th 2016 the first auction of RES capacity was held. The auction was designed to provide a similar remuneration scheme that the one that applies to current installations (RD 413/2014). Following this framework, tender participants were requested to bid discounts on the "initial investment" (CAPEX) parameter which would then, by being plugged in the formula set by RD 413/2014 determine the "Rinv" (investment premium) that would eventually be awarded.
Developers were bidding to build 500 MW of wind energy and 200 MW of biomass plants.
The auction was very competitive, around 5 times oversubscribed for onshore wind, and awarded contracts without any incentive, this is, at 100% discount to the opening price. EDPR was awarded 93 MW of wind energy.
The Government has announced that more auctions will be organised, possibly in 2016, to contract the capacity that Spain needs to comply with its 2020 targets.
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.
The Portuguese Government published on 28 February 2013, the Decree Law 35/2013, that maintains the legal stability of the current contracts (following Decree-Law 33-A/2005) and protects the value of the investments made by the wind energy producers. However, this Decree Law opened the possibility for voluntary changes of the existing feed-in tariff. the Government proposed four alternative tariff schemes to be elected by each of the wind developers, that include the following: i) alternative cap and floor selling prices; ii) alternative durations to the new scheme beyond the initial 15 years of the current contracts; and consequently iii) alternative levels of investment (on a per MW basis) to adhere a new scheme. 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 2014, 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 Euros/MWh, whilst the remaining production is remunerated at the previous tariff.
On 7 April 2015 the Administrative Order 102/2015 was published, which establishes the procedures for the placement of additional energy and for the repowering authorisation of wind farms previously defined by Decree-Law 94/2014 of 24 June.
The main measures introduced by this legislation are: (i) the energy produced by repowering wind farms (increasing the number of wind turbines in existing wind farms) is remunerated at a fixed rate of 60€/MW; (ii) the energy corresponding to the difference between installed capacity and the injected energy in the network is remunerated at 60€/MW; and (iii) Recognition of the wind farms repowering as an independent generator.
On April 23 European Commission approved Portugal's plans to support 50 MW of wave, tidal and floating offshore wind turbine demonstration projects (25 MW windfloat project).
The electricity industry in France is governed primarily by Act 2000-108 (amended by Acts 2004-803 and 2006- 1537) ("Act 2000'), 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 allows 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 by Order of July 10, 2006 which was repealed in August 2008 due to formal defect in its approval, and then republished without any amendment in December 2008. The tariffs are the following: i) during the first ten years of the EDF Agreement, EDF pays a fixed annual tariff, which is €82 per MWh for applications made during 2006 (tariff is amended annually based, in part, on an inflation-related index); ii) During years 11 to 15 of the EDF Agreement, the tariff is 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 16, there is no specific support and wind energy generators will sell their electricity at the market, thus receiving market price.
On March 2012, the legality of the 2008 feed-in tariff ministerial order for wind farm projects was questioned before the French Council of State (Conseil dÉtat) on the basis that the required notification to the European Commission on State Aid has not been done. Following this appeal, the French Council of State decided to raise the issue for a preliminary ruling before the EU Court of Justice.
After years of litigation, the French Council of State decided to cancel the French Wind Tariff on May 2014. The EU Court of Justice argued that it constituted illegal State Aid as France failed to notify the European Commission of the subsidy back in 2008. 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 contains the same parameters than the former decree and has come into force with retroactive effects. Therefore, it will 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 finally passed. In 66 articles, the text targets to cut France's GHG emissions by 40% between 1990 and 2030 (and divide them by four by 2050), to halve the country's energy usage by 2050, to reduce the share of fossil fuels in energy production, to cap the total output from nuclear power at 63.2 GW and bring the share of renewables up to 32% of the energy mix.
Following the provisions of the "Energy Transition Law", the French government disclosed a draft decree with the details of a new remuneration scheme for renewables. According to this text, renewables will be remunerated by contract-for-difference scheme. However, the implementation for wind energy will probably be delayed to 2018 and up until then, new wind farms will be remunerated according to the current feed-in tariff scheme
The legislation applicable to renewable energy in Poland is primarily 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, which came into effect in January 2005 (together, the ''Energy Act'').
The Energy Act introduces a support scheme for renewable energy facilities. The law includes a system of obligatory purchase Green Certificates by companies selling electricity to end-consumers, with mandatory quotas. These power companies are obliged to: a) obtain 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.
Under the current legislation, the following quota apply (as amended by the ministerial decree of 18 October 2012): 2016: 15.0%, 2017:16.0%, 2018:17.0%, 2019:18.0% , 2020:19.0% and 2021:20.0%.
However, this initial scheme was amended in 2015. In February 2015 a new Renewables Law was approved, introducing a different support system. According to the law, the current Green Certificate (GC) system will be replaced by a tender scheme. However, the current GC scheme will be maintained (with some adjustments) for operating plants. These plants will have the choice to remain under the GC scheme or shift to the new scheme through specific tenders for operating assets.
In mid-December, as a result of the changes in Parliament (Poland's general election on 25 October was won by the right-wing Law and Justice Party), the new government postponed the implementation of tenders to July 2016. Therefore, up to this date, the GC system will be maintained.
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 GC as described below. The Belgian federal government is responsible for offshore power plants and for imposing obligations on the transmission system operators. The various GC systems are very similar across the three regions and are similar to the GC system for federally-regulated offshore power plants. There are currently differences in terms of quotas, fines and thresholds for granting GCs.
In Wallonia, GC are allocated for a maximum of 15 years. After the 10th year, the amount of GC can be reduced on the basis of the so-called "k factor". This parameter is calculated according to several criteria, including the additional operating costs of the renewable electricity production compared to conventional energy sources (Art. 15 Arrêté du 30 novembre 2006). The value of the "k-factor" to be applied to a certain installation is the one in force by the time it was granted its certificate of origin (Art. 15 Arrêté du 30 novembre 2006).
However, from 1 January 2015, the number of GC allocated to each technology is calculated according to a new methodology taking following factors into consideration (Art. 15, Arrêté du 30 novembre 2006):
Green Certificates benefit from a minimum price of 65€ and the penalty for non-compliance is set at 100€ per missing GC.
On 21 March 2012, Walloon government approved a decree which fixed the quotas of GC until 2020. The quotas are: (i) 19.4% in 2013; (ii) 23.1% in 2014; (iii) 26.7% in 2015; (iv) 30.4% in 2016.
A new tax for wind generators was approved in Wallonia in July 2012. According to this regulation, all generators earning GC shall pay 0,54 €/MWh. The energy regulator of Wallonia (CWaPE) is the beneficiary of this tax, aimed at supporting the costs originated by green certificates management.
The promotion of electricity generated from renewable energy sources in Romania was set with 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. The regulatory authority establishes a fixed quota of electricity produced from renewable energy systems which suppliers are obliges 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:
Law 220/2008 on renewable energy was amended by the Emergency Order 88/2011. A key aspect of this amendment was the overcompensation analysis which is to be carried out on a yearly basis. ANRE (Energy Regulator) has 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 initially granted to the technology. This reduction would be applied only to new plants.
Law 123/2012 of 19 July 2012 on Electricity and Natural Gas eliminated the provision of bilateral contracts not publicly negotiated 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). The law brought several amendments to the Ordinance and implicitly to the Renewables Law (i.e. Law 220/2008). The amendments were:
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.
At this regard, ANRE released on 27 June 2014, the 2015 mandatory quota for acquisition of green certificates at 11.9%.
The European Commission (DG Competition) disclosed in May 2015, its clearance to the Romanian Renewables support scheme amendments notified in 2013 and 2014. Therefore, the amendments have been declared compatible with the European Energy and Environmental State aid Guidelines (EEAG).
Other main 2015 regulatory development was the approval of Law 122/2015 amending the Renewables' Law. The main objective was to grant a temporary accreditation from ANRE (Energy Regulator), to renewables' plants above 125 MW (but below 250 MW) that had not obtain an individual reply from the EC, and therefore, allow them to benefit from the GC support.
The Law 122/2015 also included other amendments to Romanian renewable energy law, being the most important ones: suppliers' obligation to purchase GC on a quarterly basis, the opening of the GC scheme to imported electricity and the removal of the right to receive GC for the electricity sold at negative prices
On December 2015 the Government finally set the value of the GC quota for 2016 at 12.15%, the same value that was proposed by ANRE by the end of July (well below the original 17% set in the original renewable energy Law)
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 (therefore, shifting away from the former GC system). The key aspects of the new 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 a reference tariff (in %); (iv) The reference tariff would decrease 2% per year and will be granted for 20 years.
The new system replaces the previous one based on 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 (from 2015 onwards, the GC system was transformed into a feed-in-premium).
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, being the coefficient of reduction calculated individually for each wind farm depending on their remaining regulatory life. As the option was voluntary, wind farms that refused to accept this change remained under previous GCs scheme. Wind farms had to decide whether or not to adhere to the extension before 17 February 2015.
Since the implementation of the tender system, 3 reverse-auction have been held. It´s expected that a new decree will be passed in 2016 aimed to release new wind tenders for at least, the next two years. According to the draft, 800 MW of onshore wind could be tendered, with a reference tariff of 110€/MWh.
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.
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 2015 and 2014 have been prepared to present fairly the consolidated equity and consolidated financial position of EDP Renováveis, S.A. and subsidiaries at 31 December 2015 and 2014, 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 23 February 2016. The annual accounts are presented in thousands of 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-forsale, 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 2015 include comparative figures for 2014, which formed part of the consolidated annual accounts approved by shareholders at the annual general meeting held on April 9th, 2015.
However, according to the resolution of January 29, 2016 of the Spanish Institute of Accounting and Auditing (ICAC) about the information to be included in the notes to the financial statements relating the average period of payments to suppliers, the information disclosed in note 34 does not include comparative information for 2014.
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 connection with business combinations were capitalised as part of the cost of the acquisition.
Accounting for acquisitions of non-controlling interests
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 assets 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 re-measurement 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 derivatives correspond to their quoted market prices as provided by an exchange, or is determined by through the use of net present value techniques, including discounted cash flows models and option pricing models, as appropriate.
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.
Financial assets at fair value through profit or loss
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.
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. Thus, when listed securities are concerned, it is considered as continuous a devaluation in the listed price of the security for a period over 24 months and as significant a devaluation of the security's value above 40%.
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 transaction 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: | |
| - Wind farm generation | 25 |
| - Other plant and machinery | 4 to 25 |
| Transport equipment | 3 to 5 |
| Office equipment and tools | 2 to 10 |
| Other tangible fixed assets | 3 to 10 |
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.
As per Romanian Regulatory Framework, there's a category of Green Certificates (GCs) which although granted are restricted for sale until 2017 (solar) and 2018 (wind). These deferred GCs are recognised as intangible assets when generated at fair market value. These GCs will be offset as they will be collected.
Acquired Power Purchase Agreements (PPAs) are booked as intangible assets and amortised using the straightline 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 of 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 noncurrent. 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 wind turbines, 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 2015 and 2014 are:
| EDPR EU | EDPR NA | |
|---|---|---|
| Average cost per MW (Euros) | 14,000 | 22,045 |
| Salvage value per MW (Euros) | 41,000 | 32,148 |
| Discount rate | ||
| Euro | [1.90% - 2.50%] | - |
| PLN | [3.00% - 4.00%] | - |
| USD | - | [3.85% - 5.00%] |
| CAD | - | [3.35% - 4.25%] |
| RON | [4.50% - 5.65%] | - |
| Inflation rate | ||
| Euro zone | [1.75% - 1.85%] | - |
| Poland | 0.90% | - |
| USA | - | 2.50% |
| Canada | - | 2.25% |
| Capitalisation (number of years) | 25 | 25 |
Decommissioning and dismantling provisions are remeasured on an annual basis based on the best estimate of the settlement amount. 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.
Deferred Green Certificates (GCs) are recognised as revenue at fair market value.
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 that 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 cash-pooling 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 (ITC) 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 PTC's / ITC's, 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 25 year useful life of the underlying projects (see note 7). The value of the PTC's 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 non-controlling interest is entitled to distributions ranging from 2.5 % 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. A liability to provide for the institutional investors' minority interest is accreted on a straight-line basis from the funding date through the Flip Date.
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 2015 and 2014, 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.
The Group regularly reviews the useful life of its electrical generation installations in order to bring it into line with the technical and economic measurements of the installations, taking into consideration their technological capacity and prevailing regulatory restrictions.
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.
The use of different assumptions in estimates and judgments referred may have produced different results from those that have been considered.
As a consequence of the regulatory framework in Romania related to Green Certificates (GCs), the Group has the following assumptions:
(i) For estimating the price of GCs, the model is based on current regulation including the latest developments published in the last months and estimations on renewable capacity to be added in the following years;
(ii) The GC model determines whether there will be excess or deficit of GCs to evaluate the price to apply;
"In order to determine whether there will be excess or deficit of GCs, we compare demand with supply of GCs. Demand of GCs is calculated by multiplying gross electricity consumption and quotas of renewable electricity. Electricity demand growth is based in latest external estimates, including those from Romanian regulator ANRE. EDPR has made sensitivity analyses to the quotas and has assumed a conservative scenario that considers the latest regulatory changes.
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 market prices, foreign exchange and interest rates. The main financial risks lie essentially in its debt portfolio, arising from interest-rate and the exchange-rate exposures. The unpredictability of the financial markets is analysed on an on-going basis in accordance with the EDPR's risk management policy. Financial instruments are used to minimize potential adverse effects resulting from the interest rates and foreign exchange rates risks on EDP Renováveis financial performance.
The Board of Directors of EDP Renováveis is responsible for the definition of general risk-management principles 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, using foreign exchange derivatives, foreign exchange debt and/or other hedging structures with symmetrical exposure characteristics to those of the hedged item. 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. With the increasing capacity in other geographies, EDPR is also becoming exposed to other currencies (Brazilian Real, Zloty, New Romanian Leu and Canadian Dollar).
To hedge the risk originated with net investment in EDPR NA, EDP Renováveis entered into a CIRS in USD/EUR with EDP Branch and also uses financial debt expressed in USD. Following the same strategy adopted to hedge these investments in USA, EDP Renováveis has also entered into CIRS in BRL/EUR and in PLN/EUR to hedge the investments in Brazil and Poland (see note 36).
As a consequence a depreciation/appreciation of 10% in the foreign currency exchange rate, with reference to 31 December 2015 and 2014, would originate an increase/(decrease) in EDP Renováveis Group income statement and equity before taxes, as follows:
| 31 DEC 2015 | ||||
|---|---|---|---|---|
| PROFIT OR LOSS | EQUITY | |||
| +10% | -10% | +10% | -10% | |
| USD / EUR | -359 | 439 | - | - |
| -359 | 439 | - | - | |
| 31 DEC 2014 | ||||
| PROFIT OR LOSS | EQUITY | |||
| +10% | -10% | +10% | -10% | |
| USD / EUR | 5,825 | -7,119 | - | - |
| 5,825 | -7,119 | - | - |
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 policies 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, the Group contracts derivative financial instruments to hedge interest rate risks.
In the floating-rate financing context, the Group contracts interest-rate derivative financial instruments to hedge cash flows associated with future interest payments, which have the effect of 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 11 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 92% 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 2015 and 2014 would increase/(decrease) in EDP Renováveis Group income statement and equity before taxes, as follows:
| 31 DEC 2015 | ||||
|---|---|---|---|---|
| PROFIT OR LOSS | EQUITY | |||
| + 50 BPS | - 50 BPS | + 50 BPS | - 50 BPS | |
| Cash flow hedge derivatives | - | - | 15,668 | -16,388 |
| Unhedged debt (variable interest rates) | -594 | 594 | - | - |
| -594 | 594 | 15,668 | -16,388 | |
| 31 DEC 2014 | ||||
| PROFIT OR LOSS | EQUITY | |||
| + 50 BPS | - 50 BPS | + 50 BPS | - 50 BPS | |
| Cash flow hedge derivatives | - | - | 12,343 | -12,844 |
| Unhedged debt (variable interest rates) | -1,094 | 1,094 | - | - |
| -1,094 | 1,094 | 12,343 | -12,844 |
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. Counterparties in derivatives and financial transactions are restricted to highquality 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. The credit quality of external counterparties is analysed according to the counter-party risk policy of the Group and collaterals are required when exposure is above the pre-established limits.
In the specific case of the energy sales of EDPR EU Group, the Group's main customers are operators and distributors in the energy market of their respective countries (OMIE and MEFF in the case of the Spanish market). Credit risk is not significant due to the limited average collection period for customer balances and the quality of its debtors. Additional counter-party risk comes from the countries that set renewables incentives, which it is usually treated as regulatory risk.
In the specific case of EDPR NA Group, the Group's main customers are regulated utility companies and regional market agents in the US. As it occurs in Europe, credit risk is not significant due to the limited average collection period for customer balances and the quality of the debtors. However, the exposure to customers in long term contracts also comes from the mark-to-market of those contracts. This exposure is managed by a detailed assessment of the counter-party before signing any long term agreement and by a requirement of collaterals depending on the exposure and on the rating.
EDP Renováveis believes that the amount that best represents the Group's exposure to credit risk corresponds to the carrying amount of Trade receivables and Other debtors, net of the impairment losses recognised. 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.
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 2015, 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, green certificates and RECs generated with market exposure, this 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 2016 to 2019 (see note 36). 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 2015, the changes in the consolidation perimeter of the EDP Renováveis Group were:
ł In September 2015, the ENEOP consortium members reached an agreement on the consortium's assets split which had been created for a wind power contract launched by the Portuguese Government in 2005-2006. In the terms of this agreement, EDPR Group began to hold the exclusive control of the following windfarm portfolio:
Eólica do Alto da Lagoa, S.A.
Eólica das Serras das Beiras, S.A.
Eólica do Cachopo, S.A.
Eólica do Castelo, S.A.
Eólica da Coutada, S.A.
Eólica do Espigão, S.A.
Eólica da Lajeira, S.A.
Eólica do Alto do Mourisco, S.A.
Eólica dos Altos dos Salgueiros-Guilhado, S.A.
Eólica do Alto da Teixosa, S.A.
Eólica da Terra do Mato, S.A.
Eólica do Velão, S.A.
This transaction was treated as a business combination achieved in stages and generated a provisional gain on the revaluation of the previously held investment in the amount of 124,750 thousands of Euros, which is recognized under Other income (see note 43 and 8).
ł EDP Renovables España, S.L. acquired 2% of the share capital of Acampo Arias, S.L., 24% of the share capital of Compañía Eólica, Campo de Borja, S.A., 5% of the share capital of D.E. Rabosera, S.A., 20% of the share capital of Molino de Caragüeyes, S.L., 5% of the share capital of Parque Eólico La Sotonera, S.L., 16% of the share capital of Eólica Alfoz, S.L., 40 % of the share capital of Investigación y Desarrollo de Energías Renovables, S.L., 40% of the share capital of Parques de Generación Eólica, S.L., 32 % of the share capital of Parque Eólico Altos del Voltoya, S.A. and 40% of the share capital of Desarrollos Catalanes Del Viento, S.L. with the subsequent gain of 100% of share interest in: Aprofitament D'Energies Renovables de L'Ebre, S.A., Aprofitament D'Energies Renovables de la Terra Alta, S.A., Parc Eòlic de Coll de Moro, S.L., Parc Eòlic de Torre Madrina, S.L. and Parc Eòlic de Vilalba dels Arcs, S.L.;

ł EDPR Yield, S.A.U. acquired 100% of the share capital of EDPR Yield Spain Services, S.L.U.
ł EDP Renováveis Brasil, S.A. acquired 100% of the share capital of Central Eólica Aventura II, S.A.;
Total impact of the above acquisitions in Equity Holders of the Parent and in non-controlling interests amounts to 30,960 thousands euros and -97,321 thousands of euros respectively.
This transaction was treated as a disposal of non-controlling interests without loss of control and therefore the negative difference between the book value and the fair value of the non-controlling interests sold, totalling 19,096 thousands of Euros, was booked against reserves under the corresponding accounting policy.
ł In the second quarter of 2015, EDP Renewables North America LLC. sold to DIF Infra 3 US L.L.C. 49% of its interests, by 25,281 thousands of Euros that equals to 28,060 thousands of US Dollar (corresponding to a sale price of 30,000 thousands of US Dollar deducted of 1,940 thousands of US Dollar of transaction costs), in the following companies:
This transaction was treated as a disposal of non-controlling interests without loss of control and therefore the negative difference between the book value and the fair value of the non-controlling interests sold, totalling 427 thousands of 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, totalling 14,800 thousands of Euros, was booked against reserves under the corresponding accounting policy.
ł EDPR Renovables España, S.L. liquidated Tratamientos Medioambientales del Norte, S.A. and Industrias Medioambientales Río Carrión, S.A;
* EDP Renováveis holds, through its subsidiaries 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 2015, do not have any assets, liabilities, or any operating activity.
During the year ended in 31 December 2014, the changes in the consolidation perimeter of the EDP Renováveis Group were:
ł EDP Renewables Europe, S.L. acquired 99.9667% of the share capital of Eólica de Coahuila, S. de R.L. de C.V, through its subsidiary Tarcan B.V. After the acquisition, the Company entered into an agreement for the future sale of a significant share capital and, therefore and considering the substance of the transaction and accounting impacts related to the purchase transaction, EDPR Group considered this investment as a joint venture with a shareholding equivalent to 51% of the share capital.
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, totalling 5,299 thousands of Euros, was booked against reserves under the corresponding accounting policy.
This transaction was treated as a disposal of non-controlling interests not resulting in a loss of control and therefore the positive difference between the book value and the fair value of the non-controlling interests sold, totalling 9,808 thousands of Euros, was booked against reserves under the corresponding accounting policy.
* EDP Renováveis Group holds, through its subsidiary EDPR NA and EDPR Canada, a set of subsidiaries in the United States and Canada legally incorporated without share capital and that as at 31 December 2014 do not have any assets, liabilities, or operating activity.
The companies included in the consolidation perimeter of EDPR Group as at 31 December 2015 and 2014 are listed in Annex I.
Revenues are analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Revenues by business and geography | ||
| Electricity in Europe | 826,699 | 740,515 |
| Electricity in North America | 498,018 | 382,033 |
| Electricity in Brazil | 21,379 | 25,136 |
| 1,346,096 | 1,147,684 | |
| Other revenues | 315 | 306 |
| 1,346,411 | 1,147,990 | |
| Services rendered | 3,421 | 5,785 |
| Changes in inventories and cost of raw material and consumables used |
||
| Cost of consumables used | 2,881 | -1,249 |
| Changes in inventories | -3,108 | 600 |
| -227 | -649 | |
| Total Revenues | 1,349,605 | 1,153,126 |
The breakdown of revenues by segment is presented in the segmental reporting (see note 44).
Income from institutional partnership in U.S. Wind Farms in the amount of 197,442 thousands of Euros (31 December 2014: 123,582 thousands of 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, Blue Canyon I, Vento I, II, III, IV, V, VI, VII, VIII, IX, X, XI, XII and XIII (see note 32).
Other income is analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Estimation of the revised selling price of EDPR PT | - | 17,491 |
| Gains related with business combinations | 124,750 | - |
| Amortisation of deferred income related to power \ | ||
| purchase agreements | 9,961 | 8,938 |
| Contract and insurance compensations | 11,905 | 5,204 |
| Other income | 14,944 | 14,034 |
| 161,560 | 45,667 |
Gains related with business combinations include the profit resulting from the incorporation of ENEOP wind farms portfolio. These companies have been fully consolidated from the 1st of September 2015 (see note 43).
During 2014, according with the contract terms, the future adjustment in the selling price of EDPR PT was revised in the amount of 17,491 thousands of Euros. No further adjustments have been necessary in 2015.
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 at approximately 190,400 thousands of USD and booked as a non-current liability (see note 33). This liability is amortised over the period of the agreements against Other income. As at 31 December 2015, the amortisation for the period amounts to 9,961 thousands of Euros (31 December 2014: 8,938 thousands of Euros).
This caption is analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Rents and leases | 47,021 | 40,130 |
| Maintenance and repairs | 169,457 | 148,578 |
| Specialised works: | ||
| - IT Services, legal and advisory fees | 19,612 | 15,872 |
| - Shared services | 7,292 | 7,437 |
| - Other services | 12,248 | 11,119 |
| Other supplies and services | 37,098 | 33,509 |
| 292,728 | 256,645 |
Personnel costs and employee benefits is analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Personnel costs | ||
| Board remuneration | 689 | 674 |
| Remunerations | 66,641 | 54,714 |
| Social charges on remunerations | 10,979 | 9,836 |
| Employee's variable remuneration | 15,336 | 11,837 |
| Other costs | 2,045 | 1,018 |
| Own work capitalised | -20,770 | -19,546 |
| 74,920 | 58,533 | |
| Employee benefits | ||
| Costs with pension plans | 3,301 | 2,805 |
| Costs with medical care plans and other benefits | 4,560 | 3,506 |
| Other | 1,487 | 1,249 |
| 9,348 | 7,560 | |
| 84,268 | 66,093 |
As at 31 December 2015, Costs with pension plans relates to defined contribution plans (3,284 thousands of Euros) and defined benefit plans (17 thousands of Euros).
The average breakdown by management positions and professional category of the permanent staff as of 31 December 2015 and 2014 is as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Board members | 17 | 17 |
| 17 | 17 | |
| Senior management / Senior officers | 81 | 69 |
| Middle management | 561 | 547 |
| Highly-skilled and skilled employees | 260 | 222 |
| Other employees | 75 | 62 |
| 977 | 900 | |
| 994 | 917 |
Other expenses are analysed as follows:
THOUSANDS OF EUROS
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Taxes | 79,207 | 64,707 |
| Losses on fixed assets | 72,248 | 4,547 |
| Other costs and losses | 37,861 | 27,187 |
| 189,316 | 96,441 |
The caption Taxes, on 31 December 2015, includes the amount of 28,365 thousands of Euros (31 December 2014: 23,990 thousands of 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 2015, the EDPR Group proceeded to the write-off assets under construction, which refers to (i) 41,423 thousands of Euros related to the abandonment of ongoing projects in EDPR North America, which were considered to be economically unviable under current market conditions, due to the recent publication of new legislation – the final version of Clean Power Plan and Renewable Portfolio Standards; (ii) 20,638 thousands of Euros related to the abandonment of ongoing projects in EDPR Europe, following the reduced probability of their future development; and (iii) 5,395 thousands of Euros, due to damage in the met mast of the offshore wind park Moray Offshore Renewables Limited, a EDPR UK Limited subsidiary (see note 15).
This caption is analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Property, plant and equipment | ||
| Buildings and other constructions | 795 | 687 |
| Plant and machinery | 551,560 | 458,783 |
| Other | 11,136 | 11,555 |
| Impairment loss | 21,542 | 15,578 |
| 585,033 | 486,603 | |
| Intangible assets | ||
| Industrial property, other rights and other intangibles | 2,263 | 1,461 |
| Impairment loss | - | 11,434 |
| 2,263 | 12,895 | |
| Impairment of goodwill | 170 | 278 |
| 587,466 | 499,776 | |
| Amortisation of deferred income (Government grants) | -22,837 | -19,009 |
| 564,629 | 480,767 |
In 2015 and 2014, the EDPR Group booked an impairment loss in Property, plant and equipment of 26,491 thousands of Euros (31 December 2014: 15,571 thousands of Euros in Property, plant and equipment and 11,434 thousands of Euros in Intangible assets) as a result of the recoverability assessment of wind farms and deferred green certificates in Romania (see note 15 and 16).
During 2015, the Group has reversed the previously recognized impairment of 5,000 thousand Euros related with a French wind farm (booked in 2011 as a civil action was instituted against the company who owns the windfarm) as due to the result of the legal processes the management has re-valuated the risk of dismantling the wind farm from probable to remote.
Financial income and financial expenses are analysed as follows:
| THOUSANDS OF EUROS | |
|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Financial income | ||
| Interest income | 26,795 | 25,312 |
| Derivative financial instruments: | ||
| Interest | 475 | 1,247 |
| Fair value | 20,154 | 66,958 |
| Foreign exchange gains | 13,946 | 7,944 |
| Other financial income | 106 | 66 |
| 61,476 | 101,527 | |
| Financial expenses | ||
| Interest expense | 194,277 | 206,531 |
| Derivative financial instruments: | ||
| Interest | 42,965 | 26,576 |
| Fair value | 17,716 | 29,515 |
| Foreign exchange losses | 14,150 | 46,939 |
| Own work capitalised | -22,986 | -26,814 |
| Unwinding | 83,421 | 60,818 |
| Other financial expenses | 17,416 | 7,841 |
| 346,959 | 351,406 | |
| Financial income / (expenses) | -285,483 | -249,879 |
Derivative financial instruments includes interest liquidations on the derivative financial instrument established between EDP Renováveis and EDP Branch (see notes 36 and 38).
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 2015 amounted to 22,986 thousands of Euros (at 31 December 2014 amounted to 26,814 thousands of 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 0.57% and 14.14% (31 December 2014: 1.12% and 13.24%).
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 of 4,006 thousands of Euros (31 December 2014: 3,752 thousands of Euros) (see note 31) and the implied return in institutional partnerships in U.S. wind farms of 78,953 thousands of Euros (31 December 2014: 56,551 thousands of Euros) (see note 32).
The statutory corporate income tax rates applicable in the countries in which EDP Renewables Group operates are as follows:
| COUNTRY | 31 DEC 2015 | 31 DEC 2014 |
|---|---|---|
| Europe: | ||
| Belgium | 39,99% | 39,99% |
| France | 33,33% - 34,43% | 33,33% - 34,43% |
| Italy | 27,5% - 31,4% | 27,5% - 31,4% |
| Poland | 19% | 19% |
| Portugal | 21% - 29,5% | 23% - 31,5% |
| Romania | 16% | 16% |
| Spain | 28% | 30% |
| United Kingdom | 20% - 21% | 21% - 23% |
| 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. Nevertheless, the company and the majority of its Spanish subsidiaries in Spain 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.
As per the currently 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, Italy and Portugal: 4 years or, in the case of Portugal, if tax losses/credits have been used, the number of years that such tax losses/credits may be carry forward; 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 offset yearly taxable income assessed in the subsequent periods, as follows: 5 years in Poland; 7 in Romania; 10 in Mexico; 12 in Portugal; 20 in the USA and Canada; and indefinitely in Spain, France, Italy, Belgium, Brazil and the United Kingdom. Moreover, in the United Kingdom tax losses may be carried back to the previous tax year and in the USA and Canada to the 2 and 3 previous years, respectively. However, the deduction of tax losses in Portugal, Spain, Brazil, France, Italy and Poland may be limited to a percentage of the taxable income of each period.
EDP Renewables 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 (\$23/MWh in 2015 and 2014), over the first 10 years of the asset's life.
EDP Renewables Group transfer pricing policy is in line with 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.
The statutory corporate income tax rates applicable in Portugal, Spain and the United Kingdom were reduced in 2015, as follows:
This caption is analysed as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| Current tax | -51,423 | -49,997 |
| Deferred tax | 6,076 | 33,598 |
| -45,347 | -16,399 |
The effective income tax rate as at 31 December 2015 and 2014 is analysed as follows:
| THOUSANDS OF EUROS | ||||||
|---|---|---|---|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |||||
| Profit before tax | 290,838 | 194,286 | ||||
| Income tax expense | -45,347 | -16,399 | ||||
| Effective Income Tax Rate | 15,59% | 8.44% |
The reconciliation between the nominal and the effective income tax rate for the Group during the years ended 31 December 2015 and 2014 is analysed as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| Profit before taxes | 290,838 | 194,286 |
| Nominal income tax rate (*) | 28,00% | 30.00% |
| Expected income taxes | -81,435 | -58,286 |
| Income taxes for the year | -45,347 | -16,399 |
| Difference | 36,088 | 41,887 |
| Accounting revaluations, amortizations, depreciations and provisions | -3,207 | 1,926 |
| Tax losses and tax credits | -2,887 | -2,004 |
| Financial investments in associates | 1,884 | 5,939 |
| Difference between gains and accounting gains and losses | 35,294 | - |
| Effect of tax rates in foreign jurisdictions | -14,957 | -10,340 |
| Tax benefits | 6,799 | 6,949 |
| Other | 13,162 | 39,417 |
| 36,088 | 41,887 |
(*) Statutory corporate income tax rate applicable in Spain
On 31 December 2014, Other includes the amount of 30,059 thousands of Euros, related to the impact on deferred tax assets and liabilities, following the corporate income tax reduction from 30% to 28% in 2015 and to 25% from 2016 onwards, introduced by the Spanish Corporate Income Tax Reform (according to Law 27/2014, of 27 November 2014).
This caption is analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Cost | ||
| Land and natural resources | 31,135 | 32,977 |
| Buildings and other constructions | 18,650 | 17,257 |
| Plant and machinery: | ||
| - Renewables generation | 15,235,392 | 12,753,798 |
| - Other plant and machinery | 6,695 | 6,712 |
| Other | 100,754 | 88,046 |
| Assets under construction | 1,243,106 | 1,259,732 |
| 16,635,732 | 14,158,522 | |
| Accumulated depreciation and impairment losses | ||
| Depreciation charge | -563,491 | -471,025 |
| Accumulated depreciation in previous years | -3,368,734 | -2,605,773 |
| Impairment losses | -21,542 | -15,578 |
| Impairment losses in previous years | -69,513 | -53,170 |
| -4,023,280 | -3,145,546 | |
| Carrying amount | 12,612,452 | 11,012,976 |
The movement in Property, plant and equipment during 2015, is analysed as follows:
THOUSANDS OF EUROS
| BALANCE AT 01 JAN |
ADDITIONS DISPOSALS/ WRITE-OFFS |
TRANSFERS | EXCHANGE DIFFERENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
||
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Land and natural resources |
32,977 | 447 | -3,493 | 74 | 1,077 | 53 | 31,135 |
| Buildings and other constructions | 17,257 | 802 | -60 | - | 651 | - | 18,650 |
| Plant and machinery | 12,760,510 | 441,100 | -4,026 | 619,659 | 693,611 | 731,233 | 15,242,087 |
| Other | 88,046 | 5,554 | -51 | 2,441 | 4,764 | - | 100,754 |
| Assets under construction |
1,259,732 | 703,279 | -72,795 | -692,064 | 45,763 | -809 | 1,243,106 |
| 14,158,522 | 1,151,182 | -80,425 | -69,890 | 745,866 | 730,477 | 16,635,732 |
| BALANCE AT 01 JAN |
CHARGE FOR THE PERIOD |
IMPAIRMENT LOSSES/ REVERSES |
DISPOSALS / WRITE OFFS |
TRANSFERS | EXCHANGE DIFFERENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|
|---|---|---|---|---|---|---|---|---|
| Accumulated depreciation and | ||||||||
| impairment losses | ||||||||
| Buildings and other | ||||||||
| constructions | 9,755 | 795 | - | -60 | - | 666 | - | 11,156 |
| Plant and machinery | 3,076,925 | 551,560 | 21,542 | -1,737 | -6,780 | 158,861 | 138,204 | 3,938,575 |
| Other | 58,866 | 11,136 | - | -48 | -3 | 3,598 | - | 73,549 |
| 3,145,546 | 563,491 | 21,542 | -1,845 | -6,783 | 163,125 | 138,204 | 4,023,280 |
Plant and machinery includes the cost of the wind farms and solar plants under operation.
Transfers from assets under construction into operation, refer mainly to wind and solar farms of the EDP Renováveis Group that become operational in Poland, Italy, France, United States of America, Spain and Romania. Additionally, the caption Transfers also contains the reclassification of the assets of the Polish wind farm J&Z to assets held for sale (see note 26) amounting to 63,151 thousands of Euros.
Impairment losses are related to wind farms in Romania. Impairment reverses are related to a wind farm in France (see note 12).
Disposals/Write-offs includes 68,134 thousands of Euros mainly disaggregated with: (i) 41,423 thousands of Euros related to the abandonment of ongoing projects in EDPR North America; (ii) 20,638 thousands of Euros related to the abandonment of ongoing projects in EDPR Europe; and (iii) 5,395 thousand Euros, due to damage in the met mast of the offshore wind park of Moray (see note 11).
The caption Changes in perimeter/Other includes the impact of the consolidation of new wind farms in EDPR Group in result of ENEOP consortium's deal with an impact of 594,492 thousands of Euros. Additionally, the effect of the revaluation of these assets of ENEOP amounting to 249,671 thousands of Euros is included in the caption Additions (see note 43).
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 30). Additionally, the construction of certain assets have been partly financed by grants received from different Government Institutions.
The movement in Property, plant and equipment during 2014, is analysed as follows:
| THOUSANDS OF EUROS | |||||||
|---|---|---|---|---|---|---|---|
| BALANCE AT 01 JAN |
ADDITIONS | DISPOSALS/ WRITE-OFFS |
TRANSFERS | EXCHANGE DIFFERENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|
| Cost | |||||||
| Land and natural resources |
32,546 | 436 | -1,210 | - | 1,205 | - | 32,977 |
| Buildings and other constructions |
16,095 | 111 | - | - | 1,051 | - | 17,257 |
| Plant and machinery | 11,402,185 | 33,257 | -2,803 | 561,673 | 727,006 | 39,192 | 12,760,510 |
| Other | 73,568 | 2,704 | -73 | 7,602 | 4,666 | -421 | 88,046 |
| Assets under construction |
1,058,677 | 712,378 | -2,687 | -569,275 | 58,832 | 1,807 | 1,259,732 |
| 12,583,071 | 748,886 | -6,773 | - | 792,760 | 40,578 | 14,158,522 |
| BALANCE AT 01 JAN |
CHARGE FOR THE PERIOD |
IMPAIRMENT LOSSES / REVERSES |
DISPOSALS/ WRITE-OFFS |
EXCHANGE DIFFERENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|
|---|---|---|---|---|---|---|---|
| Accumulated depreciation and |
|||||||
| impairment losses | |||||||
| Buildings and other constructions |
8,333 | 687 | - | - | 735 | - | 9,755 |
| Plant and machinery | 2,435,384 | 458,783 | 15,571 | -675 | 158,492 | 9,370 | 3,076,925 |
| Other | 43,895 | 11,555 | 7 | -50 | 3,416 | 43 | 58,866 |
| 2,487,612 | 471,025 | 15,578 | -725 | 162,643 | 9,413 | 3,145,546 |
Plant and machinery includes the cost of the wind farms and solar plants under operation.
Transfer from assets under construction into operation, refer mainly to wind and solar farms of EDP Renováveis that become operational in Poland, Italy, France, United States of America and Canada.
Impairment losses / Reverses are related to wind farms in Romania (see note 12).
The caption Changes in perimeter/Other includes the effect of the acquisition of Wincap, S.R.L by EDP Renewables Italia, S.R.L. (see note 5).
Assets under construction as at 31 December 2015 and 2014 are analysed as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| EDPR EU Group | 439,333 | 639,286 |
| EDPR NA Group | 698,693 | 559,853 |
| Other | 105,080 | 60,593 |
| 1,243,106 | 1,259,732 |
Assets under construction as at 31 December 2015 and 2014 are essentially related to wind farms under construction and development in EDPR Europe and EDPR North America.
Financial interests capitalised amount to 22,986 thousands of Euros as at 31 December 2015 (31 December 2014: 26,814 thousands of Euros) (see note 13).
Personnel costs capitalised amount to 20,770 thousands of Euros as at 31 December 2015 (31 December 2014: 19,546 thousands of Euros) (see note 10).
The EDP Renováveis Group has lease and purchase obligations disclosed in Note 37 - Commitments.
This caption is analysed as follows:
THOUSANDS OF EUROS
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Cost | ||
| Industrial property, other rights and other intangible assets | 190,068 | 145,482 |
| Intangible assets under development | 24,785 | 8,622 |
| 214,853 | 154,104 | |
| Accumulated amortisation | ||
| Amortisation charge | -2,263 | -1,461 |
| Accumulated amortisation in previous years | -40,462 | -23,505 |
| Impairment losses | - | -11,434 |
| -42,725 | -36,400 | |
| Carrying amount | 172,128 | 117,704 |
Industrial property, other rights and other intangible assets include 100,987 thousands of Euros and 14,106 thousands of Euros related to wind generation licenses of EDPR NA Group (31 December 2014: 91,359 thousands of Euros) and EDPR Portugal (31 December 2014: 14,035 thousands of Euros), respectively, and 55,990 thousands of Euros related with deferred green certificates in Romania (31 December 2014: 37,426 thousands of Euros) (see note 2 i)).
The movement in Intangible assets during 2015, is analysed as follows:
| BALANCE AT 01 JAN |
ADDITIONS | DISPOSALS / WRITE-OFFS |
TRANSFERS | EXCHANGE DIFFERENCES |
CHANGES IN THE PERIMETER / OTHER |
BALANCE AT 31 DEC |
|
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Industrial property, other rights and other intangible assets |
145,482 | 18,432 | - | 456 | 9,598 | 16,100 | 190,068 |
| Intangible assets under development |
8,622 | 5,910 | - | -498 | -864 | 11,615 | 24,785 |
| 154,104 | 24,342 | - | -42 | 8,734 | 27,715 | 214,853 |
| BALANCE AT 01 JAN |
CHARGE FOR THE YEAR |
IMPAIRMENT | DISPOSALS /WRITE OFFS |
EXCHANGE DIFFERENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|
|---|---|---|---|---|---|---|---|
| Accumulated amortisation | |||||||
| Industrial property, other rights | |||||||
| and other intangible assets | 36,400 | 2,263 | - | - | 1,063 | 2,999 | 42,725 |
| 36,400 | 2,263 | - | - | 1,063 | 2,999 | 42,725 |
Additions include the recognition of deferred green certificates rights in Romania in the amount of 19,239 thousands of Euros.
The caption Changes in perimeter/Other includes the impact of the consolidation of new wind farms in EDPR Group in result of ENEOP consortium's deal with an impact of 22,436 thousands of Euros (see note 43) .
The movement in Intangible assets during 2014, is analysed as follows:
| BALANCE AT 01 JAN |
ADDITIONS | DISPOSALS/ WRITE-OFFS |
TRANSFERS | EXCHANGE DIFFERENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Industrial property, other rights and other intangible assets |
105,514 | 29,481 | - | - | 10,484 | 3 | 145,482 |
| Intangible assets under development |
4,862 110,376 |
3,754 33,235 |
- - |
- - |
6 10,490 |
- 3 |
8,622 154,104 |
| BALANCE AT 01 JAN |
CHARGE FOR THE YEAR |
IMPAIRMENT | DISPOSALS/ WRITE OFFS |
EXCHANGE DIFFERENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|
|---|---|---|---|---|---|---|---|
| Accumulated amortisation | |||||||
| Industrial property, other rights and other intangible assets |
22,443 | 1,461 | 11,434 | - | 1,062 | - | 36,400 |
| 22,443 | 1,461 | 11,434 | - | 1,062 | - | 36,400 |
Additions include the recognition of deferred green certificates rights in Romania in the amount of 24,885 thousands of Euros.
Impairment losses are related to deferred green certificates in Romania (see note 12).

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:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| Goodwill booked in EDPR EU Group: | 636,288 | 635,111 |
| - EDPR Spain Group | 490,385 | 492,385 |
| - EDPR France Group | 61,460 | 61,460 |
| - EDPR Portugal Group | 43,712 | 42,915 |
| - Other | 40,731 | 38,351 |
| Goodwill booked in EDPR NA Group | 724,813 | 651,264 |
| Other | 916 | 1,341 |
| 1,362,017 | 1,287,716 |
The movements in Goodwill, by subgroup, during 2015 are analysed as follows:
| BALANCE AT 01 JAN |
INCREASES | DECREASES | IMPAIR MENT |
EXCHANGE DIFFERENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|
|---|---|---|---|---|---|---|---|
| EDPR EU Group: | |||||||
| - EDPR Spain Group | 492,385 | - | -2,000 | - | - | - | 490,385 |
| - EDPR France Group | 61,460 | - | - | - | - | - | 61,460 |
| - EDPR Portugal Group | 42,915 | 797 | - | - | - | - | 43,712 |
| - Other | 38,351 | 2,499 | - | - | -119 | - | 40,731 |
| EDPR NA Group | 651,264 | - | - | - | 73,549 | - | 724,813 |
| Other | 1,341 | 51 | - | -170 | -306 | - | 916 |
| 1,287,716 | 3,347 | -2,000 | -170 | 73,124 | - | 1,362,017 |
The movements in Goodwill, by subgroup, during 2014 are analysed as follows:
| BALANCE AT 01 JAN |
INCREASES | DECREASES | IMPAIR MENT |
EXCHANGE DIFFERENCES |
CHANGES IN PERIMETER / OTHER |
BALANCE AT 31 DEC |
|
|---|---|---|---|---|---|---|---|
| EDPR EU Group: | |||||||
| - EDPR Spain Group | 492,213 | 172 | - | - | - | - | 492,385 |
| - EDPR France Group | 64,047 | - | -2,587 | - | - | - | 61,460 |
| - EDPR Portugal Group | 42,915 | - | - | - | - | - | 42,915 |
| - Other | 37,856 | 651 | - | - | -156 | - | 38,351 |
| EDPR NA Group | 574,867 | - | - | - | 76,397 | - | 651,264 |
| Other | 1,602 | - | - | -278 | 17 | - | 1,341 |
| 1,213,500 | 823 | -2,587 | -278 | 76,258 | - | 1,287,716 |
During 2015, EDPR EU Group mainly presents a decrease in goodwill movement in the amount of 2,000 thousands of Euros and an increase in the amount of 2,499 thousands of Euros that are principally related to the contingent price revision related to the purchase agreements of three projects in EDPR Spain and several projects in EDPR Poland, respectively.
The decrease in goodwill movement in EDPR EU Group in the year 2014 is related with the cancellation of the success fee associated to a project in EDPR France.
Transactions related to movements in goodwill disclosed above were made before 1 January 2010, date of the adoption of the revised IFRS 3, therefore have been accounted for as described in the accounting policy 2 b.
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 (25 years) which is consistent with the current depreciation method. The cash flows also incorporate the long-term off-take contract in place and longterm estimates of power prices, whenever the asset holds merchant exposure.
The main assumptions used for the impairment tests are as follows:
| 2015 | 2014 | |
|---|---|---|
| Europe | 3.8% - 6.0% | 4.0% - 6.4% |
| North America | 4.5% - 6.6% | 5.1% - 7.1% |
| Brazil | 9.6% - 11.7% | 8.6% - 10.3% |
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, except for Romania amounting to 9,392 thousands of Euros.
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, except for Romania amounting to 9,392 thousands of Euros.
This caption is analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Investments in associates | ||
| Interests in joint ventures | 298,017 | 294,146 |
| Interests in associates | 35,783 | 75,645 |
| Carrying amount | 333,800 | 369,791 |
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:
| 2015 | 2014 | |
|---|---|---|
| Balance as at 1 January | 369,791 | 338,646 |
| Acquisitions / Increases | 9,553 | 6,178 |
| Share of profits of joint ventures and associates | -1,517 | 21,756 |
| Dividends received | -11,540 | -18,132 |
| Exchange differences | 22,959 | 25,838 |
| Hedging reserve in joint ventures and associates | 3,094 | -4,488 |
| Changes in consolidation method | -44,107 | - |
| Transfers to assets held for sale | -14,433 | - |
| Others | - | -7 |
| Balance as at 31 December | 333,800 | 369,791 |
The variation in Investments in associates is mainly explained by the change regarding the control over the companies under the ENEOP consortium, which start consolidating by the full consolidation method from 1st of September 2015 onwards, in the amount of 44,107 thousands of Euros (see note 43) and by the transfer of the investment in Inch Cape Offshore Limited to assets held for sale in the amount of 14,433 thousands of Euros (see note 26).
The following table resumes the companies' financial information of joint ventures included in the Group consolidated accounts, as of December 2015:
| FLAT ROCK WIND-POWER |
FLAT ROCK WIND-POWER II |
COMPAÑÍA EÓLICA ARAGONESA |
OTHER | |
|---|---|---|---|---|
| Companies' financial information of joint ventures | ||||
| Non-Current Assets | 301,415 | 121,644 | 130,283 | 73,399 |
| Current Assets (including cash and cash equivalents) | 4,631 | 393 | 6,038 | 9,742 |
| Cash and cash equivalents | 2,557 | 104 | 4,965 | 7,553 |
| Total Equity | 301,530 | 120,202 | 105,421 | 20,337 |
| Long term Financial debt | - | - | - | 13,600 |
| Non-Current Liabilities | 3,737 | 1,420 | 27,653 | 16,380 |
| Short term Financial debt | - | - | - | 29,590 |
| Current Liabilities | 779 | 415 | 3,247 | 46,424 |
| Revenues | 25,791 | 5,437 | 17,835 | 4,238 |
| Fixed and intangible assets amortisations | -21,479 | -7,339 | -10,306 | -3,433 |
| Other financial expenses | -213 | -64 | -159 | -1,100 |
| Income tax expense | - | - | -95 | 399 |
| Net profit for the year | -8,834 | -6,116 | 379 | -991 |
| Amounts proportionally attributed to EDPR Group | ||||
| Net assets | 150,765 | 60,101 | 61,846 | 25,305 |
| Goodwill | - | - | 39,558 | 2,667 |
| Dividends paid | 5,293 | 747 | 5,000 | 246 |
The following table resumes the companies' financial information of joint ventures included in the Group consolidated accounts, as of December 2014:
| FLAT ROCK WIND-POWER |
FLAT ROCK WIND-POWER II |
COMPAÑÍA EÓLICA ARAGONESA |
OTHER | |
|---|---|---|---|---|
| Companies' financial information of joint ventures | ||||
| Non-Current Assets | 289,039 | 115,477 | 134,860 | 67,013 |
| Current Assets (including cash and cash equivalents) | 4,392 | 869 | 16,560 | 11,983 |
| Cash and cash equivalents | 2,525 | 534 | 12,677 | 8,982 |
| Total Equity | 290,048 | 115,012 | 108,144 | 19,273 |
| Long term Financial debt | - | - | - | 40,070 |
| Non-Current Liabilities | 3,156 | 1,215 | 30,066 | 43,590 |
| Short term Financial debt | - | - | - | 6,331 |
| Current Liabilities | 227 | 119 | 13,210 | 16,133 |
| Revenues | 31,488 | 8,392 | 14,167 | 10,106 |
| Fixed and intangible assets amortisations | -18,206 | -6,165 | -5,257 | -6,078 |
| Other financial expenses | -147 | -57 | -174 | -1,479 |
| Income tax expense | - | - | 2,531 | 815 |
| Net profit for the year | 2,403 | -1,345 | 4,282 | -793 |
| Amounts proportionally attributed to EDPR Group | ||||
| Net assets | 145,024 | 57,506 | 66,657 | 24,959 |
| Goodwill | - | - | 39,558 | 2,667 |
| Dividends paid | 11,689 | 2,813 | 2,500 | 737 |
The following table resumes the companies' financial information of associates included in the Group consolidated accounts, as of December 2015:
| PAQ. EOLICO BELMONTE |
LES EOLIENNES EN MER DE DIEPPE – LE TREPORT |
PQ. EÓLICO SIERRA DEL MADERO |
OTHER | |
|---|---|---|---|---|
| Companies' financial information of associates | ||||
| Non-Current Assets | 21,936 | 13,577 | 53,199 | 80,619 |
| Current Assets | 1,187 | 6,211 | 6,874 | 17,586 |
| Equity | 4,494 | 13,423 | 23,531 | 52,321 |
| Non-Current Liabilities | 4,544 | - | 1,883 | 28,464 |
| Current Liabilities | 14,085 | 6,365 | 34,659 | 17,420 |
| Revenues | 3,933 | - | 10,146 | 8,215 |
| Net profit for the year | 275 | -625 | 1,623 | -13,042 |
| Amounts proportionally attributed to EDPR Group | ||||
| Net assets | 3,070 | 5,772 | 9,883 | 17,058 |
| Goodwill | 1,726 | - | - | 6,479 |
| Dividends paid | - | - | - | 254 |
The following table resumes the companies' financial information of associates included in the Group consolidated accounts, as of December 2014:
| INCH CAPE OFFSHORE LTD |
ENEOP | PQ. EÓLICO SIERRA DEL MADERO |
OTHER | |
|---|---|---|---|---|
| Companies' financial information of associates | ||||
| Non-Current Assets | 46,688 | 1,296,820 | 55,915 | 96,497 |
| Current Assets | 2,662 | 365,479 | 9,145 | 12,748 |
| Equity | -3,228 | 98,056 | 21,909 | 47,822 |
| Non-Current Liabilities | 46,169 | 1,399,319 | 2,644 | 46,031 |
| Current Liabilities | 6,408 | 164,923 | 40,508 | 15,505 |
| Revenues | - | 212,687 | 8,990 | 11,211 |
| Net profit for the year | -1,201 | 36,167 | -390 | -4,467 |
| Amounts proportionally attributed to EDPR Group | ||||
| Net assets | 14,190 | 35,261 | 9,202 | 16,992 |
| Goodwill | 15,772 | - | - | 8,205 |
| Dividends paid | - | - | - | 393 |
During 2015, the significant companies' financial information of joint ventures and associates presents the following fair value reconciliation of net assets proportionally attributed to EDP Group:
| EQUITY | % EM |
FAIR VALUE ADJUSTM.S |
GOODWILL OTHERS | NET ASSETS |
||
|---|---|---|---|---|---|---|
| Flat Rock Windpower | 301.530 50,00% | - | - | - | 150,765 | |
| Flat Rock Windpower II LLC | 120.202 50,00% | - | - | - | 60,101 | |
| Compañía Eólica Aragonesa | 105.421 50,00% | 9,136 | - | - | 61,846 | |
| Parque Eólico Belmonte | 4.494 29,90% | - | 1,726 | - | 3.070 | |
| Les Eoliennes en Mer de Dieppe | 13.423 43,00% | - | - | - | 5.772 | |
| Parque Eólico Sierra del Madero | 23.531 42,00% | - | - | - | 9.883 |
During 2014, the significant companies' financial information of joint ventures and associates presents the following fair value reconciliation of net assets proportionally attributed to EDP Group:
| EQUITY | % EM |
FAIR VALUE ADJUSTM.S |
GOODWILL OTHERS | NET ASSETS |
||
|---|---|---|---|---|---|---|
| Flat Rock Windpower | 290,048 50.00% | - | - | - | 145,024 | |
| Flat Rock Windpower II LLC | 115,012 50.00% | - | - | - | 57,506 | |
| Compañía Eólica Aragonesa | 108,144 50.00% | 12,585 | - | - | 66,657 | |
| Inch Cape Offshore Limited | -3,228 49.00% | - | 15,772 | - | 14,190 | |
| ENEOP - Éolicas de Portugal, SA | 98,056 35.96% | - | - | - | 35,261 | |
| Parque Eólico Sierra del Madero | 21 909 42.00% | - | - | - | 9,202 |
Operating guarantees granted by joint ventures included in the Group consolidated accounts under the equity method, as at 31 December 2015 and 2014, are disclosed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Guarantees of operational nature | ||
| Compañía Eólica Aragonesa | 920 | 1,440 |
| Others | 180 | 307 |
| 1,100 | 1,747 |
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 2015 and 2014, are as follows:
| 2015 | |||||||
|---|---|---|---|---|---|---|---|
| CAPITAL OUTSTANDING BY MATURITY | |||||||
| TOTAL | LESS THAN 1 YEAR |
FROM 1 TO 3 YEARS |
FROM 3 TO 5 YEARS |
MORE THAN 5 YEARS |
|||
| Short and long term financial debt (including falling due interest) |
21,673 | 14,745 | 5,166 | 1,762 | - | ||
| Operating lease commitments | 19,666 | 1,356 | 2,755 | 2,814 | 12,741 | ||
| Purchase obligations | 7,975 | 5,058 | 2,587 | 330 | - | ||
| 49,314 | 21,159 | 10,508 | 4,906 | 12,741 |
| 2014 | |||||||
|---|---|---|---|---|---|---|---|
| CAPITAL OUTSTANDING BY MATURITY | |||||||
| TOTAL | LESS THAN 1 YEAR |
FROM 1 TO 3 YEARS |
FROM 3 TO 5 YEARS |
MORE THAN 5 YEARS |
|||
| Short and long term financial debt (including falling due interest) |
23,814 | 3,356 | 7,043 | 7,341 | 6,074 | ||
| Operating lease commitments | 22,178 | 1,344 | 2,727 | 2,779 | 15,327 | ||
| Purchase obligations | 9,019 | 4,612 | 3,841 | 567 | - | ||
| 55,011 | 9,312 | 13,611 | 10,687 | 21,401 |
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:
| DEFERRED TAX ASSETS |
DEFERRED TAX LIABILITIES |
|||
|---|---|---|---|---|
| 31 DEC 2015 |
31 DEC 2014 |
31 DEC 2015 |
31 DEC 2014 |
|
| Tax losses brought forward | 975,700 | 848,119 | - | - |
| Provisions | 22,506 | 24,382 | 10,700 | 5,956 |
| Derivative financial instruments | 10,469 | 12,488 | 6,081 | 3,300 |
| Property, plant and equipment | 48,391 | 50,935 | 480,097 | 430,175 |
| Allocation of fair value to assets and liabilities from business combinations |
- | - | 432,064 | 357,768 |
| Income from institutional partnerships in U.S. wind farms | - | - | 430,304 | 389,475 |
| Non-deductible financial expenses | 32,562 | 27,621 | - | - |
| Netting of deferred tax assets and liabilities | -1,042,947 | -917,062 | -1,042,947 | -917,062 |
| Other | 407 | 5 | 198 | 780 |
| 47,088 | 46,488 | 316,497 | 270,392 |
Deferred tax assets and liabilities is mainly related to Europe and United States of America, as follows:
| DEFERRED TAX ASSETS |
DEFERRED TAX LIABILITIES |
|||
|---|---|---|---|---|
| 31 DEC 2015 |
31 DEC 2014 |
31 DEC 2015 |
31 DEC 2014 |
|
| Europe: | ||||
| Tax losses brought forward | 42,978 | 25,724 | - | - |
| Provisions | 18,812 | 16,854 | 10,700 | 5,956 |
| Derivative financial instruments | 10,331 | 12,399 | 2,572 | 1,810 |
| Property, plant and equipment | 43,545 | 47,631 | 53,865 | 52,542 |
| Non-deductible financial expenses | 32,562 | 27,621 | - | - |
| Allocation of fair value to assets and liabilities from | - | - | 274,644 | 231,219 |
| Netting of deferred tax assets and liabilities | -101,872 | -84,371 | -101,872 | -84,371 |
| Other | 408 | 4 | 199 | 780 |
| 46,764 | 45,862 | 240,108 | 207,936 | |
| United States of America: | ||||
| Tax losses brought forward | 928,626 | 820,673 | - | - |
| Provisions | 3,531 | 7,310 | - | - |
| Derivative financial instruments | - | - | 3,508 | 1,490 |
| Property, plant and equipment | 4,846 | 3,304 | 422,776 | 376,403 |
| Allocation of fair value to assets and liabilities from | - | - | 154,204 | 122,009 |
| Income from institutional partnerships in U.S. wind farms | - | - | 429,628 | 389,475 |
| Netting of deferred tax assets and liabilities | -936,813 | -831,287 | -936,813 | -831,287 |
| 190 | - | 73,303 | 58,090 |
The movements in net deferred tax assets and liabilities during the year are analysed as follows:
| DEFERRED TAX ASSETS |
DEFERRED TAX LIABILITIES |
|||
|---|---|---|---|---|
| 31 DEC 2015 |
31 DEC 2014 |
31 DEC 2015 |
31 DEC 2014 |
|
| Balance as at 1 January | 46,488 | 109,213 | -270,392 | -367,184 |
| Charges to the profit and loss account | 19,607 | 13,360 | -13,531 | 20,238 |
| Charges against reserves | -1,753 | 3,312 | 9,187 | -2,867 |
| Exchange differences and other variations | -17,254 | -79,397 | -41,761 | 79,421 |
| Balance as at 31 December | 47,088 | 46,488 | -316,497 | -270,392 |
The Group tax losses carried forward are analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Expiration date: | ||
| 2015 | - | 103 |
| 2016 | 322 | 1,435 |
| 2017 | 2,763 | 4,787 |
| 2018 | 15,146 | 26,610 |
| 2019 | 17,337 | 20,538 |
| 2020 | 13,953 | 4,236 |
| 2021 to 2035 | 2,381,728 | 2,137,058 |
| Without expiration date | 285,208 | 279,280 |
| 2,716,457 | 2,474,047 |
This caption is analysed as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| Advances on account of purchases | 2,832 | 4,367 |
| Finished and intermediate products | 4,611 | 3,793 |
| Raw and subsidiary materials and consumables | 15,319 | 13,160 |
| 22,762 | 21,320 |
Trade receivables are analysed as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| THOUSANDS OF EUROS | 31 DEC 2015 | 31 DEC 2014 |
| Trade receivables - Non-current | ||
| Europe | 4,407 | 4,879 |
| 4,407 | 4,879 | |
| Trade receivables - Current | ||
| Europe | 150,253 | 95,579 |
| North America | 65,905 | 43,960 |
| Brazil | 2,319 | 2,948 |
| 218,477 | 142,487 | |
| Impairment losses | -1,342 | -1,342 |
| 217,135 | 141,145 | |
| 221,542 | 146,024 |
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).
Debtors and other assets from commercial activities are analysed as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| Debtors and other assets | ||
| from commercial activities - Non-current | ||
| Deferred costs | 10.632 | 11,380 |
| Sundry debtors and other operations | 24,534 | 24,940 |
| 35,166 | 36,320 | |
| Debtors and other assets | ||
| from commercial activities - Current | ||
| Prepaid turbine maintenance | 4,988 | 6,839 |
| Services rendered | 8,158 | 6,495 |
| Advances to suppliers | 2,893 | 2,903 |
| Sundry debtors and other operations | 26,784 | 25,327 |
| 42,823 | 41,564 | |
| 77,989 | 77,884 |
Other debtors and other assets are analysed as follows:
The movement in Loans to related parties - Non-Current and Current is mainly due to the control acquisition of the ENEOP wind farms portfolio, which start to consolidate as full from the 1st of September 2015 (358,120 and 35,343 thousands of Euros respectively at 31 December 2014).
Sundry debtors and other operations- Non Current includes 33,717 thousands of Euros of financial assets advance payments regarding to Banzi Project by EDP Renewables Italia SRL.
Loans to related parties - Current mainly includes 12,754 thousands of Euros of loans to Parque Eólico Sierra del Madero, S.A. (31 December 2014: 12,929 thousands of Euros), 8,504 thousands of Euros of loans to Eolica de Coahuila, SRL (31 December 2014, 2,177 thousands of Euros). Also, at 31 December 2014 this caption included 168,935 thousands of Euros of loans to EDP Servicios Financieros España, S.A. Additionally, they have been reclassified to non-current assets held for sale 25,731 thousands of Euros corresponding to loans granted by EDPR UK Limited to Inch Cape Offshore Limited (see note 26).
Current tax assets is analysed as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| Income tax | 20,631 | 12,336 |
| Value added tax (VAT) | 95,796 | 71,512 |
| Other taxes | 2,231 | 5,245 |
| 118,658 | 89,093 |
Cash and cash equivalents are analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Cash | 3 | - |
| Bank deposits | ||
| Current deposits | 189,665 | 246,652 |
| Term deposits | 70,815 | 16 |
| Specific demand deposits in relation to institutional partnerships | 38,048 | 78,855 |
| 298,528 | 325,523 | |
| Other short term investments | 138,201 | 43,100 |
| 436,732 | 368,623 |
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 32), under the accounting policy 2 w). The governing agreements of these partnerships and specific escrow agreements define the appropriate expenditure of these funds.
As at December 31, 2015 the caption "Other short term investments" includes the balance of the current account with EDP Servicios Financieros España S.A. amounting to 138,201 thousands of Euros in accordance with the terms and conditions of the contract signed between the parties on June 1, 2015.
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).
In October 2015, management committed to a plan to do a cross sale of two wind farms in Poland. EDPR would be acquiring remaining 35% in the Company Molen Wind II, S.P. ZO.O and would sell 60% of company J&Z Wind Farms SP. ZO.O. Accordingly, assets and liabilities related to J&Z Wind Farms SP. ZO.O are presented as assets and liabilities held for sale. Efforts to sell the these assets and liabilities have started and a sale is expected during 2016.
No impairment losses has been recognized since fair value less costs to sell is higher than carrying value.
At 31 December 2015, the assets and liabilities held for sale were stated at carrying value being the lower between carrying value and fair value less costs to sell, and comprised the following assets and liabilities:
| THOUSANDS OF EUROS | |
|---|---|
| ASSETS | 31 DEC 2015 |
| Property, plant and equipment | 61,975 |
| Deferred tax assets | 708 |
| Collateral deposits associated to financial debt | 3,201 |
| Trade and other receivables | 2,977 |
| Cash and cash equivalents | 666 |
| Assets held for sale | (*) 69,527 |
| (*) Includes exchange rates effect | |
| THOUSANDS OF EUROS | |
|---|---|
| LIABILITIES | 31 DEC 2015 |
| Financial Debt | 35,188 |
| Deferred tax liabilities | 475 |
| Provisions | 351 |
| Trade and other payables | 19,392 |
| Liabilities held for sale | (*) 55,406 |
(*) Includes exchange rates effect
Cumulative income and expenses concerning derivatives financial instruments included in "Other comprehensive Income" relating to the assets and liabilities held for sale for the company J&Z Wind Farms SP. ZO.O amounts to 201 thousands of Euros.
Additionally, during 2015 EDPR reached an agreement with Repsol Nuevas Energías S.A. by which, under the terms of the contracts, EDPR agreed to buy from Repsol 33% equity interest in the Moray offshore project, and to sell to Repsol 49% equity interest in Inch Cape Offshore Limited offshore project. The transaction was subject to the customary regulatory approvals and has beed closed during the first quarter of 2016 (see note 40). Accordingly, the value of the investment that the EDPR Group holds over the associated company Inch Cape Offshore Limited amounting to 14,433 thousands of Euros and credit receivables amounting to 25,731 thousands of Euros that the parent company, EDPR UK Ltd, holds against the associated company, are presented as assets held for sale.
There are no cumulative income or expenses included in "Other comprehensive Income" relating to company Inch Cape Offshore Limited.
At 31 December 2015 and 2014, 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 2015 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
On December 18th 2015, EDP S.A. - Sucursal en España ("EDP Branch") acquired to Hidroeléctrica del Cantábrico, S.A., its block of shares, so that, as at December 2015 EDP holds directly, through its Spanish branch, a qualified shareholding of 77.5% of the share capital and voting rights of EDPR. As a result of this acquisition, Hidroeléctrica del Cantábrico, S.A. no longer holds any shareholding in EDPR.
| NO. OF SHARES | % CAPITAL | % VOTING RIGHTS |
|
|---|---|---|---|
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) |
541,027,156 | 62.02% | 62.02% |
| Hidroeléctrica del Cantábrico, S.A. | 135,256,700 | 15.51% | 15.51% |
| Other (*) | 196,024,306 | 22.47% | 22.47% |
| 872,308,162 | 100.00% | 100.00% |
(*) Shares quoted on the Lisbon stock exchange
In 2007 and 2008, the Company carried out various share capital increases, which were subscribed through non-monetary contributions comprising 100% of the shares in EDPR NA and EDPR EU.
The contributions are applicable to the special tax treatment for mergers, spin-offs, transfers of assets and conversion of securities foreseen in Chapter VIII of Section VII of Royal Decree 4 dated 5 March 2004 which approved the revised Spanish tax law. The disclosures required by prevailing legislation were included in the annual accounts for 2007 and 2008.
Share capital and Share premium are analysed as follows:
| EUROS | ||
|---|---|---|
| SHARE CAPITAL | SHARE PREMIUM | |
| Balance as at 1 January 2015 | 4,361,540,810 | 552,034,743 |
| Movements during the period | - | - |
| Balance as at 31 December 2015 | 4,361,540,810 | 552,034,743 |
Earnings per share attributable to the shareholders of EDPR are analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Profit attributable to the equity holders of the parent (in thousands of Euros) |
166,614 | 126,007 |
| Profit from continuing operations attributable to the equity | ||
| holders of the parent (in thousands of Euros) | 166,614 | 126,007 |
| 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 (in Euros) |
0.19 | 0.14 |
| Earnings per share (diluted) attributable to equity holders of the parent (in Euros) | 0.19 | 0.14 |
| Earnings per share (basic) from continuing operations attributable to the equity holders of the parent (in Euros) |
0.19 | 0.14 |
| Earnings per share (diluted) from continuing operations attributable to the equity holders of the parent (in Euros) |
0.19 | 0.14 |
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 2015 and 2014.
The average number of shares was determined as follows:
| 31 Dec 2015 | 31 Dec 2014 | |
|---|---|---|
| Ordinary shares issued at the beginning of the period | 872,308,162 | 872,308,162 |
| Effect of shares issued during the period | - | - |
| 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:
| THOUSANDS OF EUROS | ||
|---|---|---|
| Thousands of Euros | 31 Dec 2015 | 31 Dec 2014 |
| Other comprehensive income: | ||
| Fair value reserve (cash flow hedge) | -22,356 | -41,066 |
| Fair value reserve (available-for-sale financial assets) | 4,346 | 2,603 |
| Exchange differences arising on consolidation | -18,928 | -25,793 |
| -36,938 | -64,256 | |
| Other reserves and retained earnings: | ||
| Retained earnings and other reserves | 810,436 | 710,278 |
| Additional paid in capital | 60,666 | 60,666 |
| Legal reserve | 56,646 | 35,375 |
| 927,748 | 806,319 | |
| 890,810 | 742,063 |
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 2015 profits distribution to be presented in the Annual General Meeting is as follows:
| EUROS | |
|---|---|
| Base for distribution: | 46,775,094.26 |
| Profit for the period 2015 | 31,596,861.64 |
| Retained earnings from previous years | 15,178,232.62 |
| EUROS | |
|---|---|
| Distribution: | 46,775,094.26 |
| Legal reserve | 3,159,686.16 |
| Dividends | 43,615,408.10 |
The EDP Renováveis, S.A. proposal for 2014 profits distribution that was presented in the Annual General Meeting is as follows:
| EUROS | |
|---|---|
| Profit for the period | 212,703,502.15 |
| Distribution: | |
| Legal reserve | 21,270,350.22 |
| Dividends | 34,892,326.48 |
| Retained earnings | 156,540,825.46 |
| 212,703,502.15 |
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.
Fair value reserve (available-for-sale financial assets)
This reserve includes the cumulative net change in the fair value of available-for-sale financial assets as at the balance sheet date.
| EUROS | |
|---|---|
| Balance as at 1 January 2014 | 3,242 |
| Parque Eólico Montes de las Navas, S.L. | -639 |
| Balance as at 31 December 2014 | 2,603 |
| Parque Eólico Montes de las Navas, S.L. | 1,743 |
| Balance as at 31 December 2015 | 4,346 |
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:
| CURRENCY | EXCHANGE RATES AS AT 31 DECEMBER 2015 |
EXCHANGE RATES AS AT 31 DECEMBER 2014 |
|||
|---|---|---|---|---|---|
| CLOSING RATE |
AVERAGE RATE |
CLOSING RATE |
AVERAGE RATE |
||
| US Dollar | USD | 1.089 | 1.110 | 1.214 | 1.329 |
| Zloty | PLN | 4.264 | 4.184 | 4.273 | 4.184 |
| Brazilian Real | BRL | 4.312 | 3.699 | 3.221 | 3.122 |
| New Leu | RON | 4.524 | 4.446 | 4.483 | 4.444 |
| Pound Sterling | GBP | 0.734 | 0.726 | 0.779 | 0.806 |
| Canadian Dollar | CAD | 1.512 | 1.419 | 1.406 | 1.466 |
This caption is analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Non-controlling interests in income statement | 78,877 | 51,880 |
| Non-controlling interests in share capital and reserves | 784,232 | 497,233 |
| 863,109 | 549,113 |
Non-controlling interests, by subgroup, are analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| EDPR NA Group | 614,350 | 232,358 |
| EDPR EU Group | 208,211 | 283,543 |
| EDPR BR Group | 40,548 | 33,212 |
| 863,109 | 549,113 |
The movement in non-controlling interests of EDP Renováveis Group is mainly related to:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Balance as at 1 January 2015 | 549,113 | 418,057 |
| Dividends distribution | -43,184 | -34,382 |
| Net profit for the year | 78,877 | 51,880 |
| Exchange differences arising on consolidation | 16,415 | 26,913 |
| Acquisitions and sales without change of control | 306,529 | 94,539 |
| Increases/(Decreases) of share capital | -45,439 | -3,035 |
| Other changes | 798 | -4,859 |
| Balance as at 31 December 2015 | 863,109 | 549,113 |
Financial debt - Non-current is analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Financial debt - Non-current | ||
| Bank loans: | ||
| - EDPR EU Group | 812,231 | 664,948 |
| - EDPR BR Group | 97,533 | 47,142 |
| - EDPR NA Group | 25,453 | 30,633 |
| Loans received from EDP group entities: | ||
| - EDP Renováveis, S.A. | 410,952 | 368,506 |
| - EDP Renováveis Servicios Financieros, S.L. | 2,485,106 | 2,595,344 |
| Other loans: | ||
| - EDPR EU Group | 1,138 | 9,861 |
| Total Debt and borrowings - Non-current | 3,832,413 | 3,716,434 |
| Collateral Deposits - Non-current (*) | ||
| Collateral Deposit - Project Finance and others | -65.299 | -65,597 |
| Total Collateral Deposits - Non-current | -65.299 | -65,597 |
Financial debt - current is analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Financial debt - Current | ||
| Bank loans: | ||
| - EDPR EU Group | 123,238 | 133,561 |
| - EDPR BR Group | 7,511 | 7,307 |
| - EDPR NA Group | 3,978 | 3,155 |
| Non-convertible bonds: | ||
| - EDPR BR Group | - | 29,497 |
| Loans received from EDP group entities: | ||
| - EDP Renováveis Servicios Financieros, S.L. | 241,000 | - |
| Other loans: | ||
| - EDPR EU Group | 8,905 | 1,763 |
| Interest payable | 3,225 | 10,206 |
| Total Debt and borrowings - Current | 387,857 | 185,489 |
| Collateral Deposits - Current (*) | ||
| Collateral Deposit - Project Finance and others | -8,054 | -15,141 |
| Total Collateral Deposits - Current | -8,054 | -15,141 |
| 4,146,917 | 3,821,185 |
(*) 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.
Financial debt Non-current for EDP Renováveis, mainly refers to a set of loans granted by EDP Finance BV (1,687,058 thousands of Euros) and by EDP Servicios Financieros España S.A. (1,209,000 thousands of Euros). These loans have an average maturity of 3 years and bear interest at fixed market rates.
Main events of the period:
Following the asset slip process of ENEOP consortium in Portugal (see note 43), the Group took control of an agreed wind farm portfolio which resulted in an increase in Financial debt as at 31 December 2015 in the amount of 240,708 thousands of Euros (221,805 thousands of Euros non-current and 18,903 thousands of Euros current). Additionally, Collateral deposits include 8,690 thousands of Euros.
Taking into account the EDPR Group external debt profile as well as the favourable interest rate market conditions, EDPR Group has entered into several negotiation processes with different counterparties aiming to improve the average cost of debt, adjusting the debt service profile to the company updated cash flow forecast. The main transactions performed throughout the year are as following:
1) Three long term loans with EDPR Group were restructured for a total amount of 1,209,000 thousands of Euros, improving the average life of long term debt provided by EDP and the average cost;
2) Three Spanish project finance for a total amount of 155,367 thousands of Euros were restructured in order to adjust the Debt Service Schedule to the Updated Cash Flow profile, also improving the average cost of debt;
3) Two Spanish project finance and one Romanian project finance for a total amount of 42,496 thousands of Euros were early amortized in order to optimize excess cash allocation as well as improve the average cost of debt; and
4) Three new project finance for projects in Poland, Belgium and Brazil have been arranged for a total amount around 122,943 thousand of euros equivalent, taking advantage of the completive conditions and/or as part of EDPR Group financing strategy for forex exposure.
As at 31 December 2015, future debt and borrowings payments and interest by type of loan and currency are analysed as follows::
| 2016 | 2017 | 2018 | 2019 | 2020 FOLLOWING YEARS |
TOTAL | ||
|---|---|---|---|---|---|---|---|
| Bank loans | |||||||
| Euro | 109,760 | 65,153 | 65,968 | 65,055 | 66,506 | 333,022 | 705,464 |
| Brazilian Real | 3,902 | 3,902 | 3,902 | 3,902 | 3,902 | 916 | 20,426 |
| Others | 23,804 | 26,914 | 29,081 | 30,790 | 30,473 | 205,731 | 346,793 |
| 137,466 | 95,969 | 98,951 | 99,747 | 100,881 | 539,669 | 1,072,683 | |
| Loans received from EDP group companies |
|||||||
| Euro | 241,000 | 121,300 | 241,600 | 362,900 | 483,200 | - | 1,450,000 |
| American Dollar | 486 | - | 1,352,791 | 334,267 | - | - | 1,687,544 |
| 241,486 | 121,300 | 1,594,391 | 697,167 | 483,200 | - | 3,137,544 | |
| Other loans | |||||||
| Euro | 8,905 | 1,138 | - | - | - | - | 10,043 |
| 8,905 | 1,138 | - | - | - | - | 10,043 | |
| 387,857 | 218,407 | 1,693,342 | 796,914 | 584,081 | 539,669 | 4,220,270 |
THOUSANDS OF EUROS
As at 31 December 2014, future debt and borrowings payments and interest by type of loan and currency are analysed as follows:
| 2015 | 2016 | 2017 | 2018 | 2019 FOLLOWING YEARS |
TOTAL | ||
|---|---|---|---|---|---|---|---|
| Bank loans | |||||||
| Euro | 123,554 | 47,770 | 53,112 | 49,546 | 38,714 | 246,538 | 559,234 |
| Brazilian Real | 5,223 | 5,223 | 5,223 | 5,223 | 5,223 | 6,436 | 32,551 |
| Others | 24,589 | 20,395 | 22,926 | 25,662 | 27,836 | 182,895 | 304,304 |
| 153,366 | 73,388 | 81,261 | 80,431 | 71,773 | 435,869 | 896,088 | |
| Non-convertible bonds: | |||||||
| Brazilian Real | 29,497 | - | - | - | - | - | 29,497 |
| 29,497 | - | - | - | - | - | 29,497 | |
| Loans received from EDP group companies | |||||||
| Euro | 427 | 241,000 | - | 890,275 | 186,644 | 133,124 | 1,451,470 |
| American Dollar | 436 | - | - | 1,213,066 | 299,741 | - | 1,513,243 |
| 863 | 241,000 | - | 2,103,341 | 486,385 | 133,124 | 2,964,713 | |
| Other loans | |||||||
| Euro | 1,763 | 8,905 | 957 | - | - | - | 11,625 |
| 1,763 | 8,905 | 957 | - | - | - | 11,625 | |
| 185,489 | 323,293 | 82,218 | 2,183,772 | 558,158 | 568,994 | 3,901,923 |
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 2015, these financings amount to 1,030,764 thousands of Euros (31 December 2014: 870,074 thousands of Euros), which are included in the total debt of the Group.
The fair value of EDP Renováveis Group's debt is analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |||
|---|---|---|---|---|
| CARRYING VALUE |
MARKET VALUE |
CARRYING VALUE |
MARKET VALUE |
|
| Financial debt - Non-current | 3,832,413 | 3,885,968 | 3,716,434 | 3,958,635 |
| Financial debt - Current | 387,857 | 387,857 | 185,489 | 185,489 |
| 4,220,270 | 4,273,825 | 3,901,923 | 4,144,124 |
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:
THOUSANDS OF EUROS 31 DEC 2015 31 DEC 2014 Dismantling and decommission provisions 117,228 96,676 Provision for other liabilities and charges 1,542 2,026 - Long-term provision for other liabilities and charges 623 2,026 - Short-term provision for other liabilities and charges 919 - Employee benefits 2,663 209 121,433 98,911
Dismantling and decommission provisions refer to the costs to be incurred with dismantling wind 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 60,393 thousands of Euros for wind farms in North America (31 December 2014: 49,698 thousands of Euros), 56,351 thousands of Euros for wind farms in Europe (31 December 2014: 46,404 thousands of Euros) and 484 thousands of Euros for wind farms in Brazil (31 December 2014: 574 thousands of 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:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| Balance at the beginning of the year | 96,676 | 62,461 |
| Capitalised amount for the year | 3,960 | 24,878 |
| Changes in the perimeter | 7,361 | - |
| Unwinding | 4,006 | 3,752 |
| Other and exchange differences | 5,225 | 5,585 |
| Balance at the end of the year | 117,228 | 96,676 |
Changes in the perimeter refer to the control acquisition of the ENEOP wind farms portfolio, which starts to fully consolidate (see note 43)
In 2014, capitalised amount for the year and other includes the impact of the update of dismantling provisions assumptions.
The movements in Provision for other liabilities and charges are analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Balance at the beginning of the year | 2,026 | 1,877 |
| Charge for the year | 20 | 21 |
| Write back for the year | -192 | - |
| Other and exchange differences | -312 | 128 |
| Balance at the end of the year | 1.542 | 2,026 |
This caption is analysed as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Deferred income related to benefits provided | 791,444 | 735,260 |
| Liabilities arising from institutional partnerships in U.S. wind farms | 1,164,773 | 1,066,703 |
| 1,956,217 | 1,801,963 |
The movements in Institutional partnerships in U.S. wind farms are analysed as follows:
| THOUSANDS OF EUROS | |||
|---|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | ||
| Balance at the beginning of the period | 1,801,963 | 1,508,495 | |
| Proceeds received from institutional investors | 249,274 | 219,256 | |
| Cash paid for deferred transaction costs | -7,457 | -1,780 | |
| Cash paid to institutional investors | -173,343 | -69,616 | |
| Income (see note 7) | -197,442 | -123,582 | |
| Unwinding (see note 13) | 78,953 | 56,551 | |
| Exchange differences | 206,537 | 212,639 | |
| Prepaid benefits | 3,407 | - | |
| Transactions which flip date has been reached | -5,675 | - | |
| Balance at the end of the period | 1,956,217 | 1,801,963 |
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 2015 EDPR Group, through its subsidiary EDPR NA, has secured 233,240 thousand of USD (approximately 210,141 thousands of Euros) of institutional equity financing from MUFG Union Bank N.A. and another institutional investor in exchange for an interest in the Vento XIII portfolio. Additionally, the Group received proceeds amounting 43,435 thousand of USD (approximately 39,133 thousands of Euros) corresponding to the last tranche of institutional equity financing from MUFG Union Bank N.A secured in 2014 in exchange for an interest in the Vento XII portfolio.
Finally, EDPR Group has also secured in 2015, 238,252 thousand of USD (approximately 214,657 thousands of Euros) of institutional equity financing from an affiliate of Google Inc. in exchange for an interest in the Vento XIV portfolio, which proceeds have been received in 2016 (see note 40).
During 2014 EDPR Group, through its subsidiary EDPR NA, secured 192,778 thousand of USD (approximately 173,686 thousands of Euros) of institutional equity financing from BAL Investment & Advisory, Inc. (Bank of America) in exchange for an interest in the Vento XI portfolio, 109,654 thousand of USD (approximately 98,795 thousands of Euros) of institutional equity financing from MUFG Union Bank N.A. in exchange for an interest in the Vento XII portfolio which proceeds were partially received in 2014 (66,219 thousand of USD). Finally, it was secured 32,327 thousand of USD (approximately 29,126 thousands of Euros) of institutional equity financing from Firststar Development, LLC (US Bank).
Trade and other payables from commercial activities are analysed as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| Trade and other payables from commercial activities - Non-current | ||
| Government grants / subsidies for investments in fixed assets | 435,753 | 430,426 |
| Electricity sale contracts - EDPR NA | 24,223 | 30,827 |
| Other creditors and sundry operations | 6,320 | 3,114 |
| 466,296 | 464,367 | |
| Trade and other payables from commercial activities - Current | ||
| Suppliers | 79,886 | 68,343 |
| Property and equipment suppliers | 645,752 | 569,070 |
| Other creditors and sundry operations | 61,719 | 50,491 |
| 787,357 | 687,904 | |
| 1,253,653 | 1,152,271 |
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).
Other liabilities and other payables are analysed as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| Other liabilities and other payables - Non-current | ||
| Success fees payable for the acquisition of subsidiaries | 10,764 | 10,707 |
| Loans from non-controlling interests | 180,679 | 227,819 |
| Derivative financial instruments | 521,004 | 192,194 |
| Other creditors and sundry operations | 58 | 715 |
| 712,505 | 431,435 | |
| Other liabilities and other payables - Current | ||
| Success fees payable for the acquisition of subsidiaries | 1,350 | 1,479 |
| Derivative financial instruments | 158,157 | 220,602 |
| Loans from non-controlling interests | 28,277 | 29,128 |
| Other creditors and sundry operations | 13,998 | 20,752 |
| 201,782 | 271,961 | |
| 914,287 | 703,396 |
Success fees payable for the acquisition of subsidiaries non-current includes the amounts related to the contingent prices of several European projects (Poland, Romania and Italy). See note 43.
Derivative financial instruments non-current and current includes 449,706 and 139,247 thousands of Euros respectively (31 December 2014: 129,982 and 212,249 thousands of 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 36).
The caption Loans from non-controlling interests Current and Non-Current is mainly related to loan granted to EDPR Portugal by CTG, shareholder of EDP Group. The maturity date of this loan is December 2022, bearing interest at a fixed rate of 5.5% and the interests are paid half-yearly. At 31 December 2015, this loan, included accrued interest, amounts to 81,302 thousands of Euros (31 December 2014: 90,610 thousands of Euros). Additionally, the caption Loans from non-controlling interests Non-Current also includes the amount 76,328 thousands of Euros of loans granted by Vortex (31 December 2014: 93,553 thousands of Euros), due the sale of 49% of several interests of EDPR France to this company in 2014, the fixed rate used for this loans vary between 3.10% and 7.18%.
Other creditors and sundry operations - current include 11,545 thousands of Euros (31 December 2014: 6,292 thousands of Euros) related with the estimated corporate income tax due to EDP Energias de Portugal, S.A. Sucursal en España.
According to Spanish law 15/2014 of 3 December, which modified law 15/2010, the Group disclose in the annual accounts the average payments period from Spanish companies. Nevertheless, this is the first period of application of this standard, no comparative information for 2014 is presented corresponding to the new requirement.
The average payment information is the following:
| 31 DEC 2015 | |
|---|---|
| DAYS | |
| Average payment period | 70 |
| Ratio paid operations | 72 |
| Ratio of pending operations | 64 |
| THOUSANDS OF EUROS | |
| Total payments made | 106,480 |
| Total outstanding payments | 27,513 |
The Company has prepared the information according to criterion required by the Spanish Accounting and Auditing Institute (ICAC) resolution of 29 January 2016 on disclosures in notes to financial statements of late payments to suppliers in commercial transactions.
This caption is analysed as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| Income tax | 10,883 | 11,833 |
| Withholding tax | 25,454 | 19,178 |
| Value added tax (VAT) | 17,540 | 13,370 |
| Other taxes | 10,408 | 12,323 |
| 64,285 | 56,704 |
As of 31 December 2015, the fair value and maturity of derivatives is analysed as follows:
| THOUSANDS OF 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 | 14,509 | -589,051 | 532,442 | 1,457,332 | - | 1,989,774 |
| Currency forwards | 554 | - | 15,812 | - | - | 15,812 |
| 15,063 | -589,051 | 548,254 | 1,457,332 | - | 2,005,586 | |
| Cash flow hedge | ||||||
| Power price swaps | 31,015 | -14,660 | 206,763 | 127,604 | - | 334,367 |
| Interest rate swaps | - | -64,092 | 105,629 | 491,140 | 523,650 | 1,120,419 |
| 31,015 | -78,752 | 312,392 | 618,744 | 523,650 | 1,454,786 | |
| Trading | ||||||
| Power price swaps | 4,679 | -4,109 | 38,199 | 15,232 | - | 53,431 |
| Interest rate swaps | - | -65 | 941 | 1,881 | - | 2,822 |
| Cross currency rate swaps | 2,503 | - | - | 98,482 | - | 98,482 |
| Currency forwards | 2,012 | -7,184 | 486,224 | - | - | 486,224 |
| 9,194 | -11,358 | 525,364 | 115,595 | - | 640,959 | |
| 55,272 | -679,161 | 1,386,010 | 2,191,671 | 523,650 | 4,101,331 |
| THOUSANDS OF 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 | 13,894 | -342,231 | 1,252,469 | 722,733 | - | 1,975,202 |
| 13,894 | -342,231 | 1,252,469 | 722,733 | - | 1,975,202 | |
| Cash flow hedge | ||||||
| Power price swaps | 16,706 | -8,683 | 199,744 | 129,680 | - | 329,424 |
| Interest rate swaps | 8 | -55,410 | 83,567 | 167,005 | 245,262 | 495,834 |
| 16,714 | -64,093 | 283,311 | 296,685 | 245,262 | 825,258 | |
| Trading | ||||||
| Power price swaps | 5,404 | -6,371 | 45,457 | 26,517 | - | 71,974 |
| Interest rate swaps | - | -101 | 470 | 1,411 | - | 1,881 |
| Cross currency rate swaps | 2,943 | - | - | 69,750 | - | 69,750 |
| Currency forwards | 9,924 | - | 365,957 | - | - | 365,957 |
| 18,271 | -6,472 | 411,884 | 97,678 | - | 509,562 | |
| 48,879 | -412,796 | 1,947,664 | 1,117,096 | 245,262 | 3,310,022 |
As of 31 December 2014, the fair value and maturity of derivatives is analysed as follows:
The fair value of derivative financial instruments is recorded under other debtors and other assets (note 23) or other liabilities and other payables (note 34), if the fair value is positive or negative, respectively.
The net investment derivatives are related to the Group CIRS in USD and EUR with EDP Branch as referred in the notes 38 and 39. The net investment derivatives also include Currency forwards in CAD and CIRS in PLN and BRL with EDP with the purpose of hedging EDPR 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 U.S. 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. These include a USD/EUR forward contract with EDP Servicios Financieros used to mitigate the exchange rate risk arising from the net assets in USD, as a complement of the net investment hedge.
Fair value of derivative financial instruments is based on quotes indicated by external entities. 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, 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 (note 39), and the fair value of the CIRS in USD/EUR with EDP Branch and the USD/EUR forward contract with EDP Servicios Financieros is classified as of Level 3 (note 39).
The changes in the fair value of hedging instruments and risks being hedged are as follows:
| 31 DEC 2015 | 31 DEC 2014 | |||||
|---|---|---|---|---|---|---|
| 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 |
-246,205 | 244,777 | -258,003 | 257,877 | ||
| Net Investment hedge Currency forward | Subsidiary ACCOUNTS in CAD | 554 | -807 | -2,360 | 2,158 | |
| Cash-flow hedge | Interest rate swap | Interest rate | -8,690 | - | -22,997 | - |
| Cash-flow hedge | Power price swaps | Power price | 8,332 | - | 9,237 | - |
| Cash-flow hedge | Currency forward | Exchange rate | - | - | -169 | - |
| -246,009 | 243,970 | -274,292 | 260,035 |
During 2015 and 2014 the following market inputs were considered for the fair value calculation:
| INSTRUMENT | MARKET INPUT |
|---|---|
| Cross currency interest rate swaps |
Euribor 3M, Libor 3M, daily brazilian CDI, Wibor 3M; and exchange rates: EUR/BRL, EUR/PLN e EUR/USD. |
| Interest rate swaps | Fair value indexed to the following interest rates: Euribor 6M, Wibor 6M and CAD Libor 3M. |
| Foreign exchange forwards Power price swaps |
Fair value indexed to the following exchange rates: USD/EUR, EUR/RON, EUR/PLN, CAD/USD and EUR/CAD. Fair value indexed to the price of electricity. |
The movements in cash flow hedge reserve have been as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Balance at the beginning of the year | -52,568 | -40,804 |
| Fair value changes | 17,930 | -20,527 |
| Transfers to results | 2,404 | -1,396 |
| Non-controlling interests included in fair value changes | -1,230 | 5,404 |
| Effect of acquisitions without changes of control of EDPR Spain subsidiaries |
-7,760 | - |
| Effect of the sale without loss of control of Pioneer Prairie Wind Farm I, LLC |
-1,472 | - |
| Effect of the Asset Split ENEOP (see note 43) | 15,330 | - |
| Effect of the sale without loss of control of EDPR France and its subsidiaries |
- | 4,755 |
| Balance at the end of the year | -27,366 | -52,568 |
EDPR has adopted cash-flow hedge accounting in order to hedge exchange rate risk in the future sell of green certificates granted to Cernavoda, Pestera and VS wind farms in Romania. The sell price is indexed to EUR/RON exchange rate for which EDPR elected as hedging instrument the project finance loans contracted in EUR for those projects.
The gains and losses on the financial instruments portfolio booked in the income statement are as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| Net investment hedge - ineffectiveness | -1,681 | -328 |
| Cash-flow hedge | ||
| Transfer to results from hedging of financial liabilities | -773 | -10 |
| Transfer to results from hedging of commodity prices | -1,631 | 1,406 |
| Non eligible for hedge accounting derivatives | 4,892 | 37,781 |
| 807 | 38,849 |
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 2015, were as follows:
| EDP RENOVÁVEIS GROUP | |||
|---|---|---|---|
| CURRENCY | PAYS | RECEIVES | |
| Interest rate contracts | |||
| Interest rate swaps | EUR | [ 0,18% - 4,45% ] | [ -0,05% - 0,03% ] |
| Interest rate swaps | PLN | [ 2,48% - 5,41% ] | [ 1,77% - 1,88% ] |
| Interest rate swaps | CAD | [ 2,59% ] | [ 0,84% ] |
| Currency and interest rate contracts | |||
| CIRS (currency interest rate swaps) | EUR/USD | [ 0,70% - 5,80% ] | [ 0,40% - 5,60% ] |
| CIRS (currency interest rate swaps) | EUR/BRL | [ 11,45% - 13,16% ] | [ -0,13% - -0,04% ] |
| CIRS (currency interest rate swaps) | EUR/PLN | [ 1,32% - 2,11% ] | [ -0,13% - -0,07% ] |
The effective interest rates for derivative financial instruments associated with financing operations during 2014, were as follows:
| EDP RENOVÁVEIS GROUP | |||
|---|---|---|---|
| CURRENCY | PAYS | RECEIVES | |
| Interest rate contracts | |||
| Interest rate swaps | EUR | [ 1.36% - 4.45% ] | [ 0.17% - 0.30% ] |
| Interest rate swaps | PLN | [ 3.30% - 5.41% ] | [ 2.05% - 2.06% ] |
| Interest rate swaps | CAD | [ 2.59% ] | [ 1.30% ] |
| Currency and interest rate contracts | |||
| CIRS (currency interest rate swaps) | EUR/USD | [ 0.61% - 4.26% ] | [ 0.28% - 3.98% ] |
| CIRS (currency interest rate swaps) | EUR/BRL | [ 9.02% - 9.37% ] | [ 0.08% ] |
| CIRS (currency interest rate swaps) | EUR/PLN | [ 1.08% - 2.07% ] | [ 0.08% - 0.09% ] |
As at 31 December 2015 and 2014, the financial commitments not included in the statement of financial position in respect of financial, operational and real guarantees provided, are analysed as follows:
| THOUSANDS OF EUROS | ||
|---|---|---|
| 31 DEC 2015 | 31 DEC 2014 | |
| Guarantees of financial nature | ||
| EDPR NA Group | 12,061 | 3,706 |
| 12,061 | 3,706 | |
| Guarantees of operational nature | ||
| EDP Renováveis, S.A. | 1,033,550 | 594,909 |
| EDPR NA Group | 1,227,058 | 830,645 |
| EDPR EU Group | 4,390 | 11,459 |
| EDPR BR Group | 11,478 | 16,932 |
| 2,276,476 | 1,453,945 | |
| Total | 2,288,537 | 1,457,651 |
| Real guarantees | 27,954 | 37,837 |
As at 31 December 2015 and 31 December 2014, EDPR has operational guarantees regarding its commercial activity, in the amount of 552,146 thousands of Euros and 142,867 thousands of Euros respectively, already reflected in liabilities.
The guarantees related to associated companies are presented in 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 or a promise of pledge of bank accounts and assets of the related projects. As at 31 December 2015, these financings amount to 977,900 thousands of Euros (31 December 2014: 870,074 thousands of 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, wilful misconduct or a breach of EDPR NA of any operational obligation under the tax equity agreements. As at 31 December 2015 and 31 December 2014, EDPR's obligations under the tax equity agreements, in the amount of 1,165,270 thousands of Euros and 948,216 thousands of Euros, respectively are reflected in the statement of financial position under the caption Institutional Partnerships in U.S. Wind Farms.
The EDPR Group financial debt, lease and purchase obligations by maturity date are as follows:
| 31 DEC 2015 | |||||
|---|---|---|---|---|---|
| DEBT CAPITAL BY PERIOD | |||||
| TOTAL | UP TO 1 YEAR |
1 TO 3 YEARS |
3 TO 5 YEARS |
MORE THAN 5 YEARS |
|
| Operating lease rents not yet due | 1,026,046 | 39,892 | 81,506 | 83,218 | 821,430 |
| Purchase obligations | 2,368,026 | 1,291,480 | 769,444 | 90,148 | 216,954 |
| Other long term commitments | 965 | 702 | 263 | - | - |
| 3,395,037 | 1,332,074 | 851,213 | 173,366 | 1,038,384 |
| 31 DEC 2014 | |||||
|---|---|---|---|---|---|
| DEBT CAPITAL BY PERIOD | |||||
| TOTAL | UP TO 1 YEAR |
1 TO 3 YEARS |
3 TO 5 YEARS |
MORE THAN 5 YEARS |
|
| Operating lease rents not yet due | 777,445 | 31,339 | 62,203 | 63,797 | 620,106 |
| Purchase obligations | 1,960,896 | 942,896 | 858,067 | 49,446 | 110,487 |
| Other long term commitments | 1,291 | 939 | 352 | - | - |
| 2,739,632 | 975,174 | 920,622 | 113,243 | 730,593 |
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.
The commitments related to the joint ventures companies are presented in note 18.
As at 31 December 2015 the Group has the following contingent liabilities/rights related with call and put options on investments:
EDP Renováveis, through its subsidiary EDPR EU, exercised the call option over Cajastur for all the shares held by Cajastur on company 'Quinze Mines' (51% of share capital) in July 2015 (see note 5).
EDP Renováveis, through its subsidiary EDPR España S.L., exercised the put option over Turol Diversia, S.L for 6% of the share capital of the Spanish wind farm 'Iberia Aprovechamientos Eólicos S.A.U' (see note 5). Additionally, EDPR España S.L. holds a put option of 2% of the share capital of 'Iberia Aprovechamientos Eólicos S.A.U' that can be executed if new projects are awarded to the wind farm 'Acampo Arias S.L.'
EDP Renováveis, through its subsidiary EDPR España S.L., holds a put option of 6% of the share capital of the Spanish wind farm 'Acampo Arias S.L.' that can be executed if new projects are awarded to the wind farm.
EDP Renováveis, through its subsidiary EDPR EU, holds a call option over the remaining shareholders of Re Plus (WPG, Galilea and Gant Partners) for 10% of its share capital. The price of exercising these options is 7,500 thousands of Euros. The options can be exercised (i) if a change occur in the shareholding structure of the remaining shareholders of Re Plus and (ii) always before the last project starts in operation;
EDP Renováveis, through its subsidiary EDPR EU, holds a put option of 15% of the share capital of Rowy, over the other shareholders. The exercise price is 80% of equity value with a cap of 5,000 thousands of Euros. The exercise period is the earlier of (i) two years following the beginning of construction date or (ii) 31 December 2019;
EDP Renováveis holds, through its subsidiary EDPR EU, a call option of the remaining 40% of the share capital of J&Z Wind Farms SP. ZO.O., whose exercise price corresponds to 90% of the market value of this participation. This option can be exercised between 3 and 5 years after the start of construction works of the first park;
EDP Renováveis holds, through its subsidiary EDPR EU, a call option of the remaining 35% of the share capital of Molen Wind II, S.P. ZO.O., whose exercise price corresponds to 90% of the market value of this participation. This option can be exercised until 2 years after the maturity of financial debt for the park construction.
Some of the disposal of non-controlling interests transactions retaining control carried out in 2015 an in previous years, namely the disposal of 49% of EDPR Portugal (see note 8) and disposal of 49% of certain subsidiaries of EDPR Brazil (see note 5), incorporate contingent assets and liabilities according to the terms of the corresponding agreements.
The number of shares held by company officers as at 31 December 2015 and 2014 are as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| NO. OF SHARES | NO. OF SHARES | |
| Executive Board of Directors | ||
| António Luís Guerra Nunes Mexia | 4,200 | 4,200 |
| Nuno Maria Pestana de Almeida Alves | 5,000 | 5,000 |
| Rui Manuel Rodrigues Lopes Teixeira | (*) | 12,370 |
| Miguel Dias Amaro | 25 | (**) |
| Acácio Jaime Liberado Mota Piloto | 300 | 300 |
| António do Pranto Nogueira Leite | 100 | 100 |
| Gabriel Alonso Imaz | 26,503 | 26,503 |
| João José Belard da Fonseca Lopes Raimundo | 840 | 840 |
| João Manuel de Mello Franco | 380 | 380 |
| João Manuel Veríssimo Marques da Cruz | (*) | 1,200 |
| João Paulo Nogueira Sousa Costeira | 3,000 | 3,000 |
| Jorge Manuel Azevedo Henriques dos Santos | 200 | 200 |
| José António Ferreira Machado | 630 | 630 |
| José Fernando Maia de Araújo e Silva | (*) | 80 |
| 41,178 | 54,803 |
(*) Company officers that are not a member of the Executive Board of Directors as of December 31, 2015
(**) Company officers that were not a member of the Executive Board of Directors as of December 31, 2014
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 exact amount paid to each Director on the basis of this proposal.
The remuneration paid to the members of the Executive Board of Directors in 2015 and 2014 were as follows:
| 31 DEC 2015 | 31 DEC 2014 | |
|---|---|---|
| CEO | - | - |
| Board members | 689 | 674 |
| 689 | 674 |
EDPR signed an Executive Management Services Agreement with EDP, under which EDP bears the cost for the services render by its Executive and Non-Executive Directors, which are João Manso Neto, Nuno Alves, António Mexia and João Marques da Cruz. 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 Non-executive Managers. The amount due under said Agreement for the management services rendered by EDP in 2015 is 1,089 thousands of Euros (1,107 thousands of Euros in 2014), of which 1,029 thousands of Euros refers to the management services rendered by the Executive Members and 60 thousands of 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.
Due to the termination of the expatriation conditions of the members of the Executive Committee that are also Officers (Rui Teixeira, CFO (first three month of the year); Miguel Dias Amaro, CFO (last nine months of the year); João Paulo Costeira, COO EU, BR & South Africa; and Gabriel Alonso COO NA & Mexico), new employment contracts were signed with other group companies, as follows: Rui Teixeira and Miguel Dias Amaro with EDP Energias de Portugal S.A. Sucursal en España; João Paulo Costeira with EDP Energias de Portugal S.A. Sucursal en España and Gabriel Alonso with EDP Renewables North America LLC. The total remuneration of this three Officers in 2015, was 1,049 thousands of Euros (1,688 thousands of Euros in 2014), corresponding to the fixed remuneration and 2015 annual variable remuneration.
The Company has no pension or life insurance obligations with its former or current Board members in 2015 or 2014.
Relevant balances and transactions with subsidiaries and associates of China Three Gorges Group
With the sale of 49% of EDPR Portugal equity shareholding to CTG through CITIC CWEI Renewables S.C.A, the EDPR Group has loans of CTG in the amount of 81,302 thousands of Euros (9,812 thousands of Euros as current and 71,490 thousands of Euros as non-current).
Balances and transactions with EDP Group companies
As at 31 December 2015, assets and liabilities with related parties, are analysed as follows:
| ASSETS | |||
|---|---|---|---|
| LOANS AND INTERESTS TO RECEIVE |
OTHERS | TOTAL | |
| EDP Energias de Portugal, S.A. | 260 | 27,909 | 28,169 |
| Hidrocantábrico Group companies (electric sector) | 1 | 19,550 | 19,551 |
| Joint Ventures and Associated companies | 54,392 | 662 | 55,054 |
| Other EDP Group companies | - | 165,422 | 165,422 |
| 54,653 | 213,543 | 268,196 |
| LIABILITIES | |||
|---|---|---|---|
| LOANS AND INTERESTS TO PAY |
OTHERS | TOTAL | |
| EDP Energias de Portugal, S.A. | 550 | 4,249 | 4,799 |
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) | - | 607,226 | 607,226 |
| Hidrocantábrico Group companies (electric sector) | 20 | 718 | 738 |
| Joint Ventures and Associated companies | - | 45 | 45 |
| Other EDP Group companies | 3,137,835 | 9,535 | 3,147,370 |
| 3,138,405 | 621,773 | 3,760,178 |
As at 31 December 2014, assets and liabilities with related parties, are analysed as follows:
| ASSETS | |||||
|---|---|---|---|---|---|
| LOANS AND INTERESTS TO RECEIVE |
OTHERS | TOTAL | |||
| EDP Energias de Portugal, S.A. | - | 22,730 | 22,730 | ||
| Hidrocantábrico Group companies (electric sector) | 1 | 21,793 | 21,794 | ||
| Joint Ventures and Associated companies | 436,034 | 4,522 | 440,556 | ||
| Other EDP Group companies | 168,934 | 19,675 | 188,609 | ||
| 604,969 | 68,720 | 673,689 |
| LIABILITIES | |||
|---|---|---|---|
| LOANS AND INTERESTS TO PAY |
OTHERS | TOTAL | |
| EDP Energias de Portugal, S.A. | 210 | 2,750 | 2,960 |
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) | - | 355,888 | 355,888 |
| Hidrocantábrico Group companies (electric sector) | 20 | 3,374 | 3,394 |
| Joint Ventures and Associated companies | - | 52 | 52 |
| Other EDP Group companies | 2,963,860 | 7,695 | 2,971,555 |
| 2,964,090 | 369,759 | 3,333,849 |
Assets as at December 31, 2015 include the balance of the current account with EDP Servicios Financieros España S.A. amounting to 138,201 thousands of Euros in accordance with the terms and conditions of the contract signed between the parties on June 1, 2015 (see note 25).
Liabilities includes essentially loans obtained by EDP Renováveis from EDP Finance BV in the amount of 1,687,058 thousands of Euros (31 December 2014: 2,722,850 thousands of Euros) and from EDP Servicios Financieros España S.A. in the amount of 1,450,000 thousands of Euros (31 December 2014: 241,000 thousands of Euros).
With the purpose of hedging the foreign exchange risk of EDP Renováveis and EDP Branch, the EDP Group establishing 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 EPDR NA and of the USD external financing). As at 31 December 2015, the amount payable by EDP Renováveis to EDP Branch related to this CIRS amounts to 589,036 thousands of Euros (31 December 2014: 342,231 thousands of Euros) (see notes 33 and 35).
Transactions with related parties for the year ended 31 December 2015 are analysed as follows:
| OPERATING INCOME |
FINANCIAL INCOME |
OPERATING EXPENSES |
FINANCIAL EXPENSES |
|
|---|---|---|---|---|
| EDP Energias de Portugal, S.A. | - | 10,538 | -10,557 | -19,900 |
| EDP Energias de Portugal, S.A. Sucursal en España (EDP Branch) |
- | - | -10,418 | -22,041 |
| Hidrocantábrico Group companies (electric sector) | 350,091 | - | -4,031 | -1,073 |
| Joint Ventures and Associated companies | 4,827 | 17,156 | -35 | - |
| Other EDP Group companies | 189,114 | 2,202 | -4,011 | -146,076 |
| 544,032 | 29,896 | -29,052 | -189,090 |
Operating income includes mainly the electricity sales to suppliers of last resource in Portugal due to regulatory legislation and electricity sales to HC Group that act as a commercial agent of subsidiaries of EDPR Group in Spain. Hidroeléctrica del Cantábrico (HC Energia) is the parent company of an industrial group that operates in the electricity and gas sectors in Spain. In the electricity sector, HC Energia generates, distributes and supplies electricity.
Financial income and Financial expenses with EDP, S.A. are mainly related to derivative financial instruments, namely to a disqualification from cash flow hedge accounting of EDPR EU power swaps due to new regulation and to changes in market fair value.
Transactions with related parties for the year ended 31 December 2014 are analysed as follows:
| OPERATING INCOME |
FINANCIAL INCOME |
OPERATING EXPENSES |
FINANCIAL EXPENSES |
|
|---|---|---|---|---|
| EDP Energias de Portugal, S.A. | 688 | 13,433 | -1,845 | -16,123 |
| EDP Energias de Portugal, S.A. Sucursal en España (EDP Branch) |
- | - | -10,645 | -8,081 |
| Hidrocantábrico Group companies (electric sector) | 315,703 | - | -4,091 | -1,216 |
| Joint Ventures and Associated companies | 2,653 | 21,786 | -659 | - |
| Other EDP Group companies | 162,504 | 41,748 | -5,591 | -166,727 |
| 481,548 | 76,967 | -22,831 | -192,147 |
As part of its operational activities, the EDP Renováveis Group must present guarantees in favour of certain suppliers and in connection with renewable energy contracts. As at 31 December 2015, EDP, S.A., Energias do Brasil and Hidrocantábrico granted financial (40,019 thousands of Euros, 31 December 2014: 42,158 thousands of Euros) and operational (293,314 thousands of Euros, 31 December 2014: 282,883 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 37). In the normal course of its activity, the EDPR Group performs business transactions and operations with its related parties based on normal market conditions.
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 2015 and 2014, 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 2015 | 31 DEC 2014 | ||||
|---|---|---|---|---|---|
| CURRENCIES | CURRENCIES | ||||
| EUR | USD | EUR | USD | ||
| 3 months | -0,13% | 0,61% | 0.08% | 0.26% | |
| 6 months | -0,04% | 0,85% | 0.17% | 0.36% | |
| 9 months | 0,00% | 1,01% | 0.25% | 0.50% | |
| 1 year | 0,06% | 1,18% | 0.33% | 0.63% | |
| 2 years | -0,03% | 1,18% | 0.18% | 0.90% | |
| 3 years | 0,06% | 1,42% | 0.22% | 1.30% | |
| 5 years | 0,19% | 1,59% | 0.36% | 1.78% | |
| 7 years | 0,33% | 1,74% | 0.53% | 2.05% | |
| 10 years | 0,48% | 1,85% | 0.81% | 2.28% |
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.
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.
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 28. See also notes 13 and 23.
The fair values of assets and liabilities as at 31 December 2015 and 31 December 2014 are analysed as follows:
| 31 DECEMBER 2015 | 31 DECEMBER 2014 | |||||
|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
FAIR VALUE |
DIFFE RENCE |
CARRYING AMOUNT |
FAIR VALUE |
DIFFE RENCE |
|
| Financial assets | ||||||
| Available-for-sale investments | 6,257 | 6,257 | - | 6,336 | 6,336 | - |
| Trade receivables | 221,542 | 221,542 | - | 146,024 | 146,024 | - |
| Debtors and other assets from | 77,989 | 77,989 | - | 77,884 | 77,884 | - |
| Other debtors and other assets | 86,416 | 86,416 | - | 642,747 | 642,747 | - |
| Derivative financial instruments | 55,272 | 55,272 | - | 48,879 | 48,879 | - |
| Financial assets at fair value through | - | - | - | - | - | - |
| Cash and cash equivalents | 436,732 | 436,732 | - | 368,623 | 368,623 | - |
| 884,208 | 884,208 | - | 1,290,493 | 1,290,493 | - | |
| Financial liabilities | ||||||
| Financial debt | 4,220,270 | 4,273,825 | 53,555 | 3,901,923 | 4,144,124 | 242,201 |
| Suppliers | 725,638 | 725,638 | - | 637,413 | 637,413 | - |
| Institutional partnerships in U.S. | 1,956,217 | 1,956,217 | - | 1,801,963 | 1,801,963 | - |
| Trade and other payables from | 92,262 | 92,262 | - | 84,432 | 84,432 | - |
| Other liabilities and other payables | 235,126 | 235,126 | - | 290,600 | 290,600 | - |
| Derivative financial instruments | 679,161 | 679,161 | - | 412,796 | 412,796 | - |
| 7,908,674 | 7,962,229 | 53,555 | 7,129,127 | 7,371,328 | 242,201 |
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 that quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e., derived from prices);
Level 3 - Inputs for the assets or liability that are not based on observable market data (unobservable inputs). THOUSANDS OF EUROS
| 31 DECEMBER 2015 | 31 DECEMBER 2014 | |||||
|---|---|---|---|---|---|---|
| LEVEL 1 | LEVEL 2 | LEVEL 3 | LEVEL 1 | LEVEL 2 | LEVEL 3 | |
| Financial assets | ||||||
| Available-for-sale investments | - | - | 6,257 | - | - | 6,336 |
| Derivative financial instruments | - | 55,272 | - | - | 48,879 | - |
| - | 55,272 | 6,257 | - | 48,879 | 6,336 | |
| Financial liabilities | ||||||
| Liabilities arising from options with non-controlling interests |
- | - | 344 | - | - | 12,760 |
| Derivative financial instruments | - | 679,161 | - | - | 412,796 | - |
| - | 679,161 | 344 | - | 412,796 | 12,760 |
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 2015, there are no transfers between levels.
The movement in 2015 and 2014 of the financial assets and liabilities within Level 3 are analysed was as follows:
| AVAILABLE FOR SALE INVESTMENTS |
TRADE AND OTHER PAYABLES |
||||
|---|---|---|---|---|---|
| 31 DEC 2015 |
31 DEC 2014 |
31 DEC 2015 |
31 DEC 2014 |
||
| Balance at the beginning of the year | 6,336 | 7,434 | 12,760 | 16,987 | |
| Gains / (Losses) in other comprehensive income | 430 | -1,048 | - | - | |
| Purchases | 4 | - | - | - | |
| Fair value changes/Payments | - | - | -62 | 24 | |
| Disposals | -513 | -50 | -12,354 | -4,251 | |
| Balance at the end of the year | 6,257 | 6,336 | 344 | 12,760 |
The Trade and other payables within level 3 are related with Liabilities arising from options with non-controlling interests.
The movements in 2015 and 2014 of the derivative financial instruments are presented in note 36.
In July 2015, EDPR through its subsidiary EDPR UK Limited, reached agreements with Repsol Nuevas Energías S.A. ("Repsol") by which, under the terms of the contracts, EDPR agreed to buy from Repsol 33% equity interest in Moray offshore project, and to sell to Repsol 49% equity interest in Inch Cape offshore project.
With the closing of these transactions in January 2016, EDPR fully owns the Moray offshore project, while Repsol fully own the Inch Cape offshore project. Both projects are located in the UK.
In January 2010, Moray Offshore Renewable Limited was awarded the right, under a farm leasing programme conducted by The Crown Estate, to develop offshore wind energy in Zone 1 of the Third Offshore Wind Licensing Round ("UK Round 3") and in March 2014 was granted consent, by the Scottish government, for up to 1,116 MW offshore wind development. The project may be divided in several phases, to allow a proper bidding strategy in the CfD allocation rounds.
In October 2015, EDPR, through its subsidiary EDPR UK Limited, entered in an Investment Cooperation Agreement with China Three Gorges (Europe) S.A., by which CTG proposes to invest in and develop the Moray wind offshore project, located in the North Sea off the coast of Scotland (Zone 1 of the Crown Estate's Round 3 programme), alongside with EDPR and other potential investors.
Pursuant to the agreement, CTG intends to acquire up to 30% of the equity and shareholder loans directly or indirectly owned by EDPR in the Moray Offshore Renewable Limited in order to participate in the investment, development and operation of the Moray wind offshore project.
The transaction is expected to occur in two phases, with CTG investing between 10% to 20% following the announcement of a new Contract for Difference ("CfD") auction allocation round, and an additional investment of up to 10% subject to MORL be successfully award with a CfD.
The transaction is subject to regulatory and third party approvals and other precedent conditions.
In December 2015, EDPR, through its subsidiary EDP Renewables Europe, S.L. entered into an agreement with ACE Poland S.A.R.L. and ACE Italy S.A.R.L., both of which 100% owned by ACE Investment Fund LP – an entity participated of China Three Gorges Hong Kong Ltd ("CTG HK"), a fully-owned subsidiary of China Three Gorges ("CTG") – to sell 49% of equity shareholding and shareholder loans in a portfolio of wind assets with 598 MW of capacity in Poland and Italy, for a total consideration of €392 million.
The transaction scope covers 392 MW in operation in Poland and 100 MW in Italy, with an average age of 4 years, as well as 107 MW under construction in Poland and in Italy.
The transaction is subject to the customary regulatory and other approvals and is expected to be completed within the first half of 2016.
The agreement reached today is made in the context of the €2bn strategic partnership established in Dec-11 between EDPR's principal shareholder, EDP – Energias de Portugal, S.A., and CTG.
On 7 October 2015, EDP Renováveis S.A. (EDPR), 77.5% controlled by EDP, informed that it has reached an agreement with Ventinveste S.A. (Ventinveste), a consortium led by Galp Energia, SGPS, S.A. and Martifer, SGPS, S.A., for the acquisition of a group of special purpose vehicles (SPVs) that hold licenses and interconnection rights corresponding to a total of 216.4 MW of wind energy capacity in Portugal, for a reference price of approximaly 17 millions of Euros.
This wind energy capacity was awarded with a long-term feed-in tariff in 2007, under the Phase B of a tender launched by the Portuguese Government. Following the agreement reached between the Portuguese Government and several operators in the wind energy sector in September 2012, the 216.4 MW will be remunerated according to a feed in-tariff for a 20-year period (or a maximum of 44 GWh/MW).
With this transaction EDPR intends to maximize the value created from projects since the early stages of development by applying its distinctive technical and wind assessment know-how. The commissioning and beginning of operations of EDPR's new wind farms is expected to occur until 2018.
During the last quarter of 2015, EDP Renovaveis S.A., reached an agreement with a consortium of investors led by Axium Infrastructure (Axium), to sell a minority cash equity interest in a US wind portfolio with a total production capacity of 1,002 MW. Axium's interest in the portfolio will represent 340MW and is the third asset rotation transaction announced by EDPR with Axium, further strengthening the existing partnership.
The portfolio is comprised of 6 operating wind farms. All of the wind farms have long-term offtake agreements in place.
Based on the i) the transaction price and ii) the outstanding and expected tax equity liabilities of the projects, the total enterprise value on the 340 MW portfolio amounts to US 590 million translating to 1.7 million of US dollar/MW
Fiera Axium funded \$307.5 million in January 2016 after all assets involved had achieved commercial operations.
In October 2015, EDPR has secured \$238 million of institutional equity financing from an affiliate of Google Inc. , in exchange for an interest in the 199 MW Waverly wind project located in the State of Kansas, US. The project, currently under-construction, will sell its output through a 20-year Power Purchase Agreement.
Under the agreement, Google will invest its funds close to the project's start of operations, which is scheduled to occur by the end of 2015. This institutional partnership structure is EDPR's largest one with just one underlying project,
In November 2015, EDPR has secured \$116 million of institutional equity financing from MUFG Union Bank N.A. and another leading institutional investor, in exchange for an interest in the 100 MW Arbuckle wind project, located in the State of Oklahoma. The project will sell its output through a 20-year Power Purchase Agreement.
The establishment of institutional partnership structures enables EDPR to efficiently utilize the tax benefits generated by the projects, improving the project's economics and maintaining its self-funding strategic pillar.
In December 2015, EDPR, through its fully owned subsidiary EDP Renewable North America LLC, signed longterm Power Purchase Agreements ("PPAs") with commercial and industrial corporations, to sell the energy produced by 100 MW from Hidalgo wind farm extension.
Hidalgo wind farm project had initially secured two PPAs totalling 150 MW, as announced in Apr-2014. The project, that will now total 250 MW, is located in the State of Texas and is expected to be installed in 2016.
In November 2015, EDPR, through its subsidiary EDP Renováveis Brasil, S.A., secured a 20-year Power Purchase Agreements ("PPA") at the Brazilian energy LER 2015 auction 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.
With this new contract, EDPR has already secured PPAs for 377 MW of wind energy projects in Brazil (currently under construction/development) to start operations in 2016, 2017 and 2018.
The successful outcome from this auction reinforces EDPR presence in a market with a low risk profile through the establishment of long term PPA, attractive wind resource and strong prospects for the wind sector in the medium and long term.
In January 2016, EDPR was awarded with rights for the pre-registry of 93 MW of wind energy capacity in Spain.
Following the outcome of the auction, the awarded capacity will be remunerated according with the Spanish wholesale market and could be installed until 2020. EDPR has already identified, within its pipeline, specific competitive projects with high load factors that could be allocated to this awarded capacity.
The new interpretation that has been issued and is already effective and that the EDPR Group has applied on its consolidated financial statements is the following:
• IFRIC 21 - Levies
The International Accounting Standards Board (IASB) issued, in May 2013, IFRIC 21 - Levies, with effective date of mandatory application for periods beginning on or after 17 June 2014, being allowed its early adoption.
This interpretation clarifies that:
a levy is an outflow of resources embodying economic benefits that is imposed by governments on entities, in accordance with legislation;
the recognition of the liability corresponds to the payment of a levy that results from the activity that triggers the payment of the levy, as identified by the legislation (obligating event).
The adoption of this interpretation does not impact the amounts presented on the annual consolidated financial statements, but only the amounts that were presented on the condensed consolidated financial statements of 2015.
The Group has performed an assessment on the impacts of the adoption of this interpretation concluding that the adoption of this Standard does not affect the figures presented in the Annual Consolidated Financial Statements, but rather, only those published on an interim basis. As a consequence, no restatement is applicable for the Annual Consolidated Statement of 2015.
The new standards and interpretations that have been issued and are already effective and that the Group has applied on its consolidated financial statements with no significant impact are the following:
• Annual Improvement Project (2011-2013)
The standards, amendments and interpretations issued but not yet effective for the Group, which impact is being evaluated, are the following:
The International Accounting Standards Board (IASB), issued in November 2009, IFRS 9 - Financial instruments part I: Classification and measurement, with effective date of mandatory application for periods beginning on or after 1 January 2018, being allowed its early adoption. This standard, changed in July 2014, has not yet been adopted by the European Union.
This standard is included in the IASB's comprehensive project to replace IAS 39 and relates to issues of classification and measurement of financial assets. The main issues considered are as follows:
ł IFRS 11 (Amended) - Accounting for Acquisitions of Interests in Joint Operations
The International Accounting Standards Board (IASB), issued in May 2014, IFRS 11 (Amended) - Accounting for acquisitions of Interests in Joint Operations, with effective date of mandatory application for periods beginning on or after 1 January 2016, being allowed its early adoption.
This amendment introduces guidance on accounting that should be made in the acquisition of participation in joint operations that qualifies as a business, by applying the principles of IFRS 3 - Business Combinations.
ł IFRS 15 - Revenue from the Contracts with Customers
The International Accounting Standards Board (IASB), issued in May 2014, IFRS 15 - Revenue from the Contracts with Customers, with effective date of mandatory application for periods beginning on or after 1 January 2018, being allowed its early adoption. This standard has not yet been adopted by the European Union.
This 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 client.
The core principle of IFRS 15 is that an entity 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.
The 5 steps 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.
ł IFRS 16 – Leases
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.
ł IAS 1 (Amended) - Disclosure Initiative
Amendments to the International Accounting Standards Board (IASB), issued in December 2014, IAS 1 - Presentation of Financial Statements, with effective date of mandatory application for periods beginning on or after 1 January 2016, being allowed its early adoption. This amendment has not yet been adopted by the European Union.
The following narrow scope amendments have been made to IAS1:
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 noncash changes, such as:
Changes arising from obtaining or losing control of subsidiaries or other businesses;
The effect of changes in foreign exchange rates; or
These disclosures may be presented by providing a reconciliation between the opening and closing balances in the statement of financial position for liabilities arising from financing activities.
The standards, amendments and interpretations issued but not yet effective for the Group with no significant impact are the following:
ł IFRS 10 (Amended) and IAS 28 (Amended) - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
ł IFRS 10 (Amended), IFRS 12 (Amended) and IAS 28 (Amended) - Investment Entities: Applying the Consolidation Exception
ł IFRS 14 - Regulatory Deferral Accounts
ł IAS 16 (Amended) and IAS 38 (Amended) - Clarification of Acceptable Methods of Depreciation and Amortisation
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 3,467 thousands of Euros (31 December 2014: 2,849 thousands of 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 useful 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 117,228 thousands of Euros as at 31 December 2015 (31 December 2014: 96,676 thousands of Euros) (see note 31).
In 2006, EDPR Group (through its subsidiary EDP Renováveis Portugal) entered into a joint business with Generg, Finerge (together with EDPR the "Wind Promoters") and Enercom to develop 1,200 Mw of renewable energy in Portugal. At that moment it was agreed that at the time that all the assets would be in production, the "Consortium" (ENEOP) would be splited once the pertinent authorities would authorize it.
The consortium (ENEOP), through two different subsidiaries fully held by ENEOP, carried the following two activities connected with the industrial and wind farm project:
It was agreed that the split will be performed on three steps:
ł Merger of Eneop 2 and Eneop;
ł Demerger of ENEOP, with its dissolution, and incorporation of 4 NewCos (that issue shares to all the shareholders of ENEOP on a proportional basis), to which each one of the respective portfolios of wind farm SPVs and ENEOP 3 are transferred; and
ł Cross-sell disposal of the investment in the NewCos between the wind promoters and Enercon, such that each owns 100% of the respective portfolio of wind farm SPVs (in respect to the WPs) and ENEOP 3 (regarding Enercon).
On September 19th, even though the above transactions were not yet been legally performed, all the conditions needed for the asset split to be performed were obtained, namely, the approval and authorisation of the competition authority (AdC), Direção Geral de Energia e Geologia (DGEG) and banks (BEI and commercial banks). This, together with the shareholders agreement signed between the wind promoters and the change of the corporate bodies of the SPVs, gave EDPR the effective control over the agreed EDPR portfolio, as the pending issues to be closed for the legal Asset Split to take place were not relevant in terms of control assesment.
For simplification purposes, and considering this does not have a material effect, the Group used the financial statements as at 31st of August, 2015, of the twelve companies, to determine pre-acquisition results and, consequently, these companies have been fully consolidated from the 1st of September, 2015.
As of 31st December 2015 all the transactions have been legally closed so that the Asset Split process is legally finished.
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 33,917 thousands of Euros and with a Net profit for the period (attributable to Equity holders of EDPR) in the amount of 4,148 thousands of Euros. If this acquisition had occurred in the beginning of the exercise, it would have contributed to the consolidated financial statements with Revenues from energy sales in the amount of 102,698 thousands of Euros and with a Net profit for the period (attributable to Equity holders of EDPR) in the amount of 11,777 thousands of Euros, referring to the twelve-month period ended at 31 December 2015. Until the date in which the control was obtained, the shareholding previously held was being included in the consolidated financial statements under the equity method, therefore the result was incorporated under this method until this date in the amount of 5,986 thousands of Euros.
At the acquisition date, EDPR Group has determined the fair value of the assets acquired and liabilities assumed, based on a valuation performed by an independent third party. 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 230,791 thousands of Euros . Fair value of identifiable assets and liabilities at the acquisition date is presented as follows:
| BOOK VALUE AT ACQUISITION DATE |
FAIR VALUE ADJUSTMENT |
FAIR VALUE AT ACQUISITION DATE |
|
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | 594,492 | 249,671 | 844,163 |
| Intangible assets | 22,436 | - | 22,436 |
| Deferred Tax assets | 2,621 | - | 2,621 |
| Inventories | 299 | - | 299 |
| Other debtors and other assets | 31,608 | - | 31,608 |
| Cash and cash equivalents | 99,147 | - | 99,147 |
| Total Assets | 750,603 | 249,671 | 1,000,274 |
| Liabilities | |||
| Financial Debt | 250,805 | - | 250,805 |
| Provisions | 7,361 | - | 7,361 |
| Other liabilities and other payables | 455,798 | 55,519 | 511,317 |
| Total Liabilities | 713,964 | 55,519 | 769,483 |
| Net assets | 36,639 | 194,152 | 230,791 |
| Gain with the remeasurement to fair value of the previously held investment in Eneop | |||
| (netted of the cash-compensation) | 124,750 | ||
| Control acquisition gain at EDPR level | 124,750 | ||
| Acquisition cashflow: | |||
| Cash and cash equivalents of Eneop | 99,147 | ||
| Acquisition payment | -50,497 |
The cash compensation was paid at the legal asset split transaction.
The above mentioned Eneop's valuation has determined a fair value for Property, plant and equipment in the amount of 844,163 thousand Euros, based on discounted cash-flows method, generating a fair value adjustment of 249,671 thousand Euros and a corresponding deferred tax liability in the amount of 55,519 thousand Euros (see note 15 and 19).
Net cash outflow 48,650
As EDPR Group had already a 35,95% stake in Eneop, this transaction was treated as a step acquisition under IFRS 3. Consequently, the previously held investment in Eneop was remeasured to fair value, and the corresponding difference for its book value, was recorded under Other income (see note 8). The total impact of the transaction gain also include the transfer to results of cash flow hedge reserves previously recognised under Other comprehensive income at EDPR level, in the amount of 11,955 thousand Euros.
Acquisition-related costs were expensed and are recognised under Supplies and services, in the amount of 837 thousands of Euros.
During 2015 the EDPR Group has paid an amount of 159,318 thousands of Euros (31 December 2014: 19,790 thousands of Euros) with the following breakdown:
During 2015, EDPR Group acquired 100% of the following companies: Central Eólica Aventura II, S.A. and Stirlingpower, Unipessoal Lda. (see note 5), with the following aggregated impacts:
Other information for business combinations included in 2014
During 2014, EDPR Group acquire 100% of the following companies: Wincap, S.R.L. and Radziejów Wind Farm Sp. ZO.O. (see note 5), with the following aggregated impacts:
| ASSETS AND LIABILITIES AT FAIR VALUE | |
|---|---|
| Property, plant and equipment | 1,387 |
| Other assets (including licenses) | 422 |
| Total assets | 1,809 |
| Deferred tax liabilities | - |
| Current liabilities | - |
| Total liabilities | 375 |
| Net assets | 1,434 |
| Non-controlling interests | - |
| Net assets acquired | 1,434 |
| Consideration transferred | 2,085 |
| Goodwill | 651 |
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 2015 and 2014. This company and the other related entities and persons in accordance with Royal-Decree 1/2011 of 1 July, have invoiced for the year ended in 31 December 2015 and 2014, fees and expenses for professional services, according to the following detail:
| 31 DECEMBER 2015 | |||||||
|---|---|---|---|---|---|---|---|
| PORTUGAL | SPAIN | BRASIL | U.S.A. | OTHER | TOTAL | ||
| Audit and statutory audit of accounts | 85 | 1,080 | 105 | 1,113 | 729 | 3,112 | |
| Other audit services | - | 453 | - | - | 18 | 471 | |
| 85 | 1,533 | 105 | 1,113 | 747 | 3,583 | ||
| Tax consultancy services | - | 340 | - | 116 | 16 | 472 | |
| Other services | 11 | 254 | - | - | 1 | 266 | |
| 11 | 594 | - | 116 | 17 | 738 | ||
| Total | 96 | 2,127 | 105 | 1,229 | 764 | 4,321 |
| 31 DECEMBER 2014 | |||||||
|---|---|---|---|---|---|---|---|
| PORTUGAL | SPAIN | BRASIL | U.S.A. | OTHER | TOTAL | ||
| Audit and statutory audit of accounts | 141 | 588 | 138 | 760 | 632 | 2,259 | |
| Other audit services | - | 229 | - | - | 17 | 246 | |
| 141 | 817 | 138 | 760 | 649 | 2,505 | ||
| Tax consultancy services | - | 53 | - | 135 | - | 188 | |
| Other services | 11 | - | - | - | 3 | 14 | |
| 11 | 53 | - | 135 | 3 | 202 | ||
| Total | 152 | 870 | 138 | 895 | 652 | 2,707 |
The Subsidiary Companies consolidated under the full consolidated method, as at 31 December 2015 and 2014, are as follows:
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| 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.L. | Oviedo | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| EUROPE GEOGRAPHY / PLATFORM: | ||||||
| Spain: |
||||||
| EDP Renewables Europe, S.L. (Europe Parent Company) |
Oviedo | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Acampo Arias, S.L. | Zaragoza | KPMG | 100,00% | 100,00% | 98,19% | 98,19% |
| 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. | 60,63% | 60,63% | 60,63% | 48,70% |
| Bon Vent de Corbera, S.L. | Barcelona | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Bon Vent de L'Ebre, S.L. | Barcelona | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Bon Vent de Vilalba, S.L. | Barcelona | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Compañía Eólica Campo de Borja, S.A. | Zaragoza | KPMG | 100,00% | 100,00% | 75,83% | 75,83% |
| Desarrollos Catalanes Del Viento, S.L. | Barcelona | KPMG | 100,00% | 100,00% | 60,00% | 60,00% |
| Desarrollos Eólicos Almarchal, S.A.U. | Cádiz | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Desarrollos Eólicos Buenavista, S.A.U. | Cádiz | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Desarrollos Eólicos de Corme, S.A. | La Coruña | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Desarrollos Eólicos de Galicia, S.A. | La Coruña | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Desarrollos Eólicos de Lugo, S.A.U. | Lugo | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Desarrollos Eólicos de Tarifa, S.A.U. | Cádiz | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Desarrollos Eólicos de Teruel, S.L. | Zaragoza | n.a. | 51,00% | 51,00% | 51,00% | 51,00% |
| Desarrollos Eólicos Dumbria, S.A.U. | La Coruña | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Desarrollos Eólicos Rabosera, S.A. | Huesca | KPMG | 100,00% | 100,00% | 95,08% | 95,08% |
| EDP Renovables España, S. L. | Madrid | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| EDP Renováveis Cantabria, S.L. | Madrid | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| EDPR Yield Spain Services, S.L.U. | Madrid | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| EDPR Yield, S.A.U. | Oviedo | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Energías Eólicas de la Manchuela, S.L.U. | Madrid | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Eólica Arlanzón, S.A. | Madrid | KPMG | 77,50% | 77,50% | 77,50% | 77,50% |
| Eólica Campollano, S.A. | Madrid | KPMG | 75,00% | 75,00% | 75,00% | 75,00% |
| Eólica Curiscao Pumar, S.A. | Madrid | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Eólica de Radona, S.L.U. | Madrid | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Eólica del Alfoz, S.L. | Madrid | KPMG | 100,00% | 100,00% | 83,73% | 83,73% |
| Eólica Don Quijote, S.L. | Albacete | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
| Eólica Dulcinea, S.L. | Albacete | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Eólica Fontesilva, S.L. | La Coruña | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Eólica Garcimuñoz, S.L. | Madrid | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Eólica Guadalteba, S.L. | Sevilla | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Eólica La Brújula, S.A. | Madrid | KPMG | 84,90% | 84,90% | 84,90% | 84,90% |
| Eólica La Janda, S.L. | Madrid | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Eólica La Navica, S.L. | Madrid | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Eólica Muxía, S.L. | La Coruña | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Eólica Sierra de Avila, S.L. | Madrid | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Iberia Aprovechamientos Eólicos, S.A.U. | Zaragoza | KPMG | 94,00% | 94,00% | 100,00% | 100,00% |
| Investigación y Desarrollo de Energías Renovables IDER, S.L. |
León | KPMG | 100,00% | 100,00% | 59,59% | 59,59% |
| Molino de Caragüeyes, S.L. | Zaragoza | KPMG | 100,00% | 100,00% | 80,00% | 80,00% |
| Neo Energía Aragón, S.L. | Madrid | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Parc Eòlic Coll de la Garganta, S.L. | Barcelona | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Parc Eòlic de Coll de Moro, S.L. | Barcelona | KPMG | 100,00% | 100,00% | 100,00% | 60,00% |
| Parc Eòlic de Torre Madrina, S.L. | Barcelona | KPMG | 100,00% | 100,00% | 100,00% | 60,00% |
| Parc Eòlic de Vilalba dels Arcs, S.L. | Barcelona | KPMG | 100,00% | 100,00% | 100,00% | 60,00% |
| Parc Eòlic Serra Voltorera, S.L. | Barcelona | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Parque Eólico Altos del Voltoya, S.A. | Madrid | KPMG | 92,50% | 92,50% | 61,00% | 61,00% |
| Parque Eólico Belchite, S.L. | Zaragoza | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Parque Eólico La Sotonera, S.L. | Zaragoza | KPMG | 69,84% | 69,84% | 64,84% | 64,84% |
| Parque Eólico Los Cantales, S.L.U. |
Zaragoza | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Parque Eólico Santa Quiteria, S.L. | Huesca | KPMG | 100,00% | 83,96% | 100,00% | 83,96% |
| Parques de Generación Eólica, S.L. | Burgos | KPMG | 100,00% | 100,00% | 60,00% | 60,00% |
| Parques Eólicos del Cantábrico, S.A. | Oviedo | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Renovables Castilla La Mancha, S.A. | Albacete | KPMG | 90,00% | 90,00% | 90,00% | 90,00% |
| South África Wind & Solar Power, S.L.U. | Oviedo | n/a | 100,00% | 100,00% | 100,00% | 100,00% |
| 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 | 100,00% | 100,00% | 0,00% | 0,00% |
| 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 | 100,00% | 100,00% | 0,00% | 0,00% |
| 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 |
Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| Eólica da Lajeira, S.A. | Porto | Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| Eólica da Serra das Alturas, S.A. | Boticas | KPMG | 50,10% | 25,55% | 50,10% | 25,55% |
| Eólica da Terra do Mato, S.A. | Porto | Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
| Eólica das Serras das Beiras, S.A. | Arganil | Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| Eólica de Montenegrelo, S.A. | Vila Pouca de Aguiar |
KPMG | 50,10% | 25,55% | 50,10% | 25,55% |
| Eólica do Alto da Lagoa, S.A. | Porto | Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| Eólica do Alto da Teixosa, S.A. | Cinfães | Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| Eólica do Alto do Mourisco, S.A. | Boticas | Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| Eólica do Cachopo, S.A. | Porto | Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| Eólica do Castelo, S.A. | Porto | Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| Eólica do Espigão, S.A. | Miranda do Corvo |
Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| Eólica do Velão, S.A. | Porto | Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| Eólica dos Altos dos Salgueiros-Guilhado, S.A. | Vila Pouca de Aguiar |
Mazars | 100,00% | 100,00% | 0,00% | 0,00% |
| Gravitangle - Fotovoltaica Unipessoal, Lda. | Porto | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Malhadizes - Energia Eólica, S.A. | Porto | KPMG | 100,00% | 51,00% | 100,00% | 51,00% |
| Stirlingpower, Unipessoal Lda. | Braga | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
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, S.A.S. | Paris | KPMG | 51,00% | 26,01% | 51,00% | 26,01% |
| 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, S.A.S. | Paris | KPMG | 51,00% | 26,01% | 51,00% | 26,01% |
| EDPR Yield France Services, S.A.S. | Paris | KPMG | 100,00% | 100,00% | 0,00% | 0,00% |
| 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 Energie, S.A.S. | Paris | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| 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% | 100,00% | 100,00% | 100,00% |
| Parc Éolien de Boqueho-Pouagat, 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% | 100,00% | 100,00% | 100,00% |
| Parc Éolien de Francourville, S.A.S | Paris | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Parc Eolien de La Hetroye, 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% | 100,00% | 100,00% | 100,00% |
| Parc Éolien de Preuseville, S.A.R.L. | Paris | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
| Parc Eolien de Roman, S.A.R.L. | Paris | KPMG | 100,00% | 51,00% | 100,00% | 51,00% |
| 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% | 49,00% | 24,99% |
| SOCPE Le Mee, S.A.R.L. | Paris | KPMG | 100,00% | 75,99% | 100,00% | 75,99% |
| SOCPE Petite Pièce, S.A.R.L. | Paris | KPMG | 100,00% | 75,99% | 100,00% | 75,99% |
Poland: |
||||||
| EDP Renewables Polska, Sp. z o.o. | Warsaw | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Brent Investments, S.A. | Warsaw | KPMG | 100,00% | 100,00% | 0,00% | 0,00% |
| Elektrownia Wiatrowa Kresy I, Sp. z o.o. | Warsaw | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Farma Wiatrowa Starozreby, Sp. z o.o. | Warsaw | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| J&Z Wind Farms, Sp. z o.o. (*) | Warsaw | KPMG | 60,00% | 60,00% | 60,00% | 60,00% |
| Korsze Wind Farm, Sp. z o.o. | Warsaw | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Masovia Wind Farm I, Sp. z o.o. | Warsaw | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Molen Wind II, Sp. z o.o. | Warsaw | KPMG | 65,07% | 65,07% | 65,07% | 65,07% |
| Morska Farma Wiatrowa Gryf, Sp. z o.o. | Warsaw | n.a. | 100,00% | 100,00% | 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. | 100,00% | 100,00% | 100,00% | 100,00% |
| Radziejów Wind Farm, Sp. z o.o. | Warsaw | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Relax Wind Park I, Sp. z o.o. | Warsaw | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Relax Wind Park II, Sp. z o.o. | Warsaw | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Relax Wind Park III, Sp. z o.o. | Warsaw | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Relax Wind Park IV, Sp. z o.o. | Warsaw | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Rowy-Karpacka Mala Energetyka, Sp. z o.o. | Warsaw | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Romania: |
||||||
| EDP Renewables România, S.R.L. | Bucharest | KPMG | 85,00% | 85,00% | 85,00% | 85,00% |
| EDPR RO PV, S.R.L. | Bucharest | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| EDPR RO Trading, S.R.L. | Bucharest | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Cernavoda Power, S.R.L. | Bucharest | KPMG | 85,00% | 85,00% | 85,00% | 85,00% |
| Cujmir Solar, 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% |
| Foton Epsilon, S.R.L. | Bucharest | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Pestera Wind Farm, S.A. | Bucharest | KPMG | 85,00% | 85,00% | 85,00% | 85,00% |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
| Potelu Solar, S.R.L. | Bucharest | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| S. C. Ialomita Power, S.R.L. | Bucharest | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| 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% |
Great Britain: |
||||||
| EDPR UK Limited | Cardiff | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| MacColl Offshore Windfarm Limited | Cardiff | n.a. | 100,00% | 66,64% | 100,00% | 66,64% |
| Moray Offshore Renewables Limited | Cardiff | KPMG | 66,64% | 66,64% | 66,64% | 66,64% |
| Stevenson Offshore Windfarm Limited | Cardiff | n.a. | 100,00% | 66,64% | 100,00% | 66,64% |
| Telford Offshore Windfarm Limited | Cardiff | n.a. | 100,00% | 66,64% | 100,00% | 66,64% |
Italy: |
||||||
| EDP Renewables Italia, S.r.l. | Milano | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| EDP Renewables Italia Holding, S.r.l. | Milano | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Castellaneta Wind, S.r.l. | Milano | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Laterza Wind, S.R.L. | Milano | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Pietragalla Eolico, S.r.l. | Milano | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Re Plus, S.r.l. | Milano | n.a. | 80,00% | 80,00% | 80,00% | 80,00% |
| TACA Wind, S.r.l. | Milano | KPMG | 100,00% | 100,00% | 0,00% | 0,00% |
| Villa Castelli Wind, S.r.l. | Milano | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| WinCap, S.r.l. | Milano | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
Belgium: |
||||||
| EDP Renewables Belgium, S.A. | Brussels | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Greenwind, S.A. | Louvain la-Neuve |
KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
Holland: |
||||||
| Tarcan, BV | Amsterda m |
KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| NORTH AMERICA GEOGRAPHY / PLATFORM: | ||||||
| México: |
||||||
| EDPR Servicios de México, S. de R.L. de C.V. | Ciudad de México |
n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| Vientos de Coahuila, S.A. de C.V. | Ciudad de México |
n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
USA: |
||||||
| EDP Renewables North America, L.L.C. | Texas | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| 17th Star Wind Farm, L.L.C. | Ohio | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| 2007 Vento I, L.L.C. | Texas | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| 2007 Vento II, L.L.C. | Texas | KPMG | 100,00% | 51,00% | 100,00% | 51,00% |
| 2008 Vento III, L.L.C. | Texas | KPMG | 100,00% | 75,00% | 100,00% | 100,00% |
| 2009 Vento IV, L.L.C. | Texas | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
| 2009 Vento V, L.L.C. | Texas | KPMG | 100,00% | 51,00% | 100,00% | 100,00% |
| 2009 Vento VI, L.L.C. | Texas | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| 2010 Vento VII, L.L.C. | Texas | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| 2010 Vento VIII, L.L.C. | Texas | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| 2011 Vento IX, L.L.C. | Texas | KPMG | 100,00% | 51,00% | 100,00% | 100,00% |
| 2011 Vento X, L.L.C. | Texas | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| 2014 Sol I, L.L.C. | Texas | KPMG | 100,00% | 51,00% | 100,00% | 100,00% |
| 2014 Vento XI, L.L.C. | Texas | KPMG | 100,00% | 51,00% | 100,00% | 100,00% |
| 2014 Vento XII, L.L.C. | Texas | KPMG | 100,00% | 51,00% | 100,00% | 100,00% |
| 2015 Vento XIII, L.L.C. | Texas | KPMG | 100,00% | 100,00% | 0,00% | 0,00% |
| 2015 Vento XIV, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| Alabama Ledge Wind Farm, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Antelope Ridge Wind Power Project, L.L.C. | Oregon | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Arbuckle Mountain Wind Farm, L.L.C. | Oklahoma | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Arkwright Summit Wind Farm, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Arlington Wind Power Project, L.L.C. | Oregon | KPMG | 100,00% | 75,00% | 100,00% | 100,00% |
| Aroostook Wind Energy, L.L.C. | Maine | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Ashford Wind Farm, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Athena-Weston Wind Power Project II, L.L.C. | Oregon | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Athena-Weston Wind Power Project, L.L.C. | Oregon | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| AZ Solar, L.L.C. | Arizona | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| BC2 Maple Ridge Holdings, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| BC2 Maple Ridge Wind, L.L.C. | Texas | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Black Prairie Wind Farm II, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Black Prairie Wind Farm III, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Black Prairie Wind Farm, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Blackstone Wind Farm II, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Blackstone Wind Farm III, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Blackstone Wind Farm IV, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Blackstone Wind Farm V, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Blackstone Wind Farm, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Blue Canyon Windpower II, L.L.C. | Oklahoma | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Blue Canyon Windpower III, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Blue Canyon Windpower IV, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Blue Canyon Windpower V, L.L.C. | Oklahoma | KPMG | 100,00% | 51,00% | 100,00% | 100,00% |
| Blue Canyon Windpower VI, L.L.C. | Oklahoma | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Blue Canyon Windpower VII, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Broadlands Wind Farm II, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Broadlands Wind Farm III, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
| Broadlands Wind Farm, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Buffalo Bluff Wind Farm, L.L.C. | Wyoming | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Chateaugay River Wind Farm, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Clinton County Wind Farm, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Cloud County Wind Farm, L.L.C. | Kansas | KPMG | 100,00% | 75,00% | 100,00% | 100,00% |
| Cloud West Wind Project, L.L.C. | Kansas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Coos Curry Wind Power Project, L.L.C. | Oregon | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Cropsey Ridge Wind Farm, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Crossing Trails Wind Power Project, L.L.C. | Colorado | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Dairy Hills Wind Farm, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Diamond Power Partners, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| East Klickitat Wind Power Project, L.L.C. | Washingt on |
n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Eastern Nebraska Wind Farm, L.L.C. | Nebraska | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| EDPR Solar Ventures I, L.L.C. | Texas | n.a. | 51,00% | 51,00% | 100,00% | 100,00% |
| EDPR Vento I Holding, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| EDPR WF, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| EDPR Wind Ventures X, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| EDPR Wind Ventures XI, L.L.C. | Texas | n.a. | 51,00% | 51,00% | 100,00% | 100,00% |
| EDPR Wind Ventures XII, L.L.C. | Texas | n.a. | 51,00% | 51,00% | 100,00% | 100,00% |
| EDPR Wind Ventures XIII, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| EDPR Wind Ventures XIV, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| Five-Spot, L.L.C. | California | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Ford Wind Farm, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Franklin Wind Farm, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Green Country Wind Farm, L.L.C. | Oklahoma | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Green Power Offsets, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Gulf Coast Windpower Management Company, L.L.C. | Indiana | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Headwaters Wind Farm, L.L.C. | Indiana | n.a. | 100,00% | 51,00% | 100,00% | 100,00% |
| Hidalgo Wind Farm, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| High Prairie Wind Farm II, L.L.C. | Minnesota | KPMG | 100,00% | 51,00% | 100,00% | 51,00% |
| High Trail Wind Farm, L.L.C. | Illinois | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Chocolate Bayou I, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Energy Midwest IX, L.L.C. | Kansas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Energy Northwest I, L.L.C. | Washingt on |
n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Energy Northwest IV, L.L.C. | Oregon | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Energy Northwest VII, L.L.C. | Washingt on |
n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Energy Northwest X, L.L.C. | Oregon | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Energy Northwest XI, L.L.C. | Oregon | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Energy Panhandle I, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
| Horizon Wind Energy Southwest I, L.L.C. | New Mexico |
n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Energy Southwest II, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Energy Southwest III, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Energy Southwest IV, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Energy Valley I, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind MREC Iowa Partners, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Ventures I, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Ventures IB, L.L.C. | Texas | n.a. | 51,00% | 51,00% | 51,00% | 51,00% |
| Horizon Wind Ventures IC, L.L.C. | Texas | n.a. | 75,00% | 75,00% | 100,00% | 100,00% |
| Horizon Wind Ventures II, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Ventures III, L.L.C. | Texas | n.a. | 51,00% | 51,00% | 100,00% | 100,00% |
| Horizon Wind Ventures IX, L.L.C. | Texas | n.a. | 51,00% | 51,00% | 100,00% | 100,00% |
| Horizon Wind Ventures VI, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Ventures VII, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind Ventures VIII, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wind, Freeport Windpower I, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Horizon Wyoming Transmission, L.L.C. | Wyoming | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Jericho Rise Wind Farm, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Juniper Wind Power Partners, L.L.C. | Oregon | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Lexington Chenoa Wind Farm II, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Lexington Chenoa Wind Farm III, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Lexington Chenoa Wind Farm, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Lone Valley Solar Park I, L.L.C. | California | n.a. | 100,00% | 51,00% | 100,00% | 100,00% |
| Lone Valley Solar Park II, L.L.C. | California | n.a. | 100,00% | 51,00% | 100,00% | 100,00% |
| Lost Lakes Wind Farm, L.L.C. | Iowa | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Machias Wind Farm, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Madison Windpower, L.L.C. | New York | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Marble River, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Martinsdale Wind Farm, L.L.C. | Colorado | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Meadow Lake Wind Farm II, L.L.C. | Indiana | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Meadow Lake Wind Farm III, L.L.C. | Indiana | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Meadow Lake Wind Farm IV, L.L.C. | Indiana | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Meadow Lake Wind Farm V, L.L.C. | Indiana | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Meadow Lake Wind Farm, L.L.C. | Indiana | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Mesquite Wind, L.L.C. | Texas | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| New Trail Wind Farm, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| North Slope Wind Farm, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Number Nine Wind Farm, L.L.C. | Maine | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Old Trail Wind Farm, L.L.C. | Illinois | KPMG | 100,00% | 51,00% | 100,00% | 51,00% |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
| OPQ Property, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Pacific Southwest Wind Farm, L.L.C. | Arizona | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Paulding Wind Farm II, L.L.C. | Ohio | KPMG | 100,00% | 51,00% | 100,00% | 100,00% |
| Paulding Wind Farm III, L.L.C. | Ohio | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Paulding Wind Farm IV, L.L.C. | Ohio | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Paulding Wind Farm, L.L.C. | Ohio | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Peterson Power Partners, L.L.C. | California | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Pioneer Prairie Interconnection, L.L.C. | Iowa | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Pioneer Prairie Wind Farm I, L.L.C. | Iowa | KPMG | 100,00% | 75,00% | 100,00% | 100,00% |
| Pioneer Prairie Wind Farm II, L.L.C. | Iowa | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Post Oak Wind, L.L.C. | Texas | KPMG | 100,00% | 51,00% | 100,00% | 51,00% |
| Quilt Block Wind Farm, L.L.C. | Wisconsin | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Rail Splitter Wind Farm, L.L.C. | Illinois | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Rio Blanco Wind Farm, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Rising Tree Wind Farm II, L.L.C. | California | KPMG | 100,00% | 51,00% | 100,00% | 100,00% |
| Rising Tree Wind Farm III, L.L.C. | California | KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Rising Tree Wind Farm, L.L.C. | California | KPMG | 100,00% | 51,00% | 100,00% | 100,00% |
| Rush County Wind Farm, L.L.C. | Kansas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Saddleback Wind Power Project, L.L.C. | Washingt on |
n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Sagebrush Power Partners, L.L.C. | Washingt on |
KPMG | 100,00% | 100,00% | 100,00% | 100,00% |
| Sardinia Windpower, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Signal Hill Wind Power Project, L.L.C. | Colorado | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Simpson Ridge Wind Farm II, L.L.C. | Wyoming | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Simpson Ridge Wind Farm III, L.L.C. | Wyoming | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Simpson Ridge Wind Farm IV, L.L.C. | Wyoming | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Simpson Ridge Wind Farm V, L.L.C. | Wyoming | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Simpson Ridge Wind Farm, L.L.C. | Wyoming | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Stinson Mills Wind Farm, L.L.C. | Colorado | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Stone Wind Power, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Sustaining Power Solutions, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Telocaset Wind Power Partners, L.L.C. | Oregon | KPMG | 100,00% | 51,00% | 100,00% | 51,00% |
| The Nook Wind Power Project, L.L.C. | Oregon | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Tug Hill Windpower, L.L.C. | New York | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Tumbleweed Wind Power Project, L.L.C. | Colorado | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Turtle Creek Wind Farm, L.L.C. | Iowa | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Verde Wind Power, L.L.C. | Texas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Waverly Wind Farm, L.L.C. | Kansas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Western Trail Wind Project I, L.L.C. | Kansas | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Wheatfield Holding, L.L.C. | Oregon | KPMG | 51,00% | 51,00% | 51,00% | 51,00% |
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| COMPANY | HEAD OFFICE |
AUDITOR | % OF CAPITAL |
% OF VOTING RIGHTS |
% OF CAPITAL |
% OF VOTING RIGHTS |
| Wheatfield Wind Power Project, L.L.C. | Oregon | KPMG | 100,00% | 51,00% | 100,00% | 51,00% |
| Whiskey Ridge Power Partners, L.L.C. | Washingt on |
n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Whistling Wind WI Energy Center, L.L.C. | Wisconsin | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Whitestone Wind Purchasing, L.L.C. | Illinois | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Wilson Creek Power Partners, L.L.C. | Nevada | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Wind Turbine Prometheus, L.P. | California | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| WTP Management Company, L.L.C. | California | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| Canada: |
||||||
| EDP Renewables Canada | Ontario | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| EDP Renewables Canada LP Holdings Ltd. | Ontario | n.a. | 100,00% | 100,00% | 100,00% | 100,00% |
| EDP Renewables Sharp Hills Project GP Ltd. | Alberta | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| EDP Renewables Sharp Hills Project LP | Alberta | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| Nation Rise Wind Farm GP Inc. | Bristish Columbia |
n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| Nation Rise Wind Farm LP | Ontario | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| SBWFI GP Inc | Ontario | n.a. | 51,00% | 51,00% | 51,00% | 51,00% |
| South Branch Wind Farm II GP Inc. | Bristish Columbia |
n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| South Branch Wind Farm II GP LP | Ontario | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| South Dundas Wind Farm LP | Ontario | KPMG | 51,00% | 51,00% | 51,00% | 51,00% |
| SOUTH AMERICA GEOGRAPHY / PLATFORM: | ||||||
Brazil: |
||||||
| EDP Renováveis Brasil, S.A. | São Paulo | KPMG | 100,00% | 100,00% | 55,00% | 55,00% |
| Central Eólica Aventura I, S.A. | Natal | n.a. | 50,99% | 50,99% | 100,00% | 55,00% |
| Central Eólica Aventura II, S.A. | Natal | n.a. | 100,00% | 100,00% | 0,00% | 0,00% |
| Central Eólica Baixa do Feijão I, S.A. | Natal | KPMG | 51,00% | 51,00% | 100,00% | 55,00% |
| Central Eólica Baixa do Feijão II, S.A. | Natal | KPMG | 51,00% | 51,00% | 100,00% | 55,00% |
| Central Eólica Baixa do Feijão III, S.A. | Natal | KPMG | 51,00% | 51,00% | 100,00% | 55,00% |
| Central Eólica Baixa do Feijão IV, S.A. | Natal | KPMG | 51,00% | 51,00% | 100,00% | 55,00% |
| Central Eólica JAU, S.A. | Natal | KPMG | 51,00% | 51,00% | 100,00% | 55,00% |
| Central Nacional de Energia Eólica, S.A. | Santa Catarina |
KPMG | 51,00% | 51,00% | 100,00% | 55,00% |
| Elebrás Projetos, S.A. | Rio Grande do Sul |
KPMG | 51,00% | 51,00% | 100,00% | 55,00% |
| SOUTH AFRICA GEOGRAPHY / PLATFORM: | ||||||
| South Africa: |
||||||
|---|---|---|---|---|---|---|
| EDP Renewables South Africa, Proprietary Limited | Cape Town |
Mazars Inc. |
100,00% | 100,00% | 100,00% | 100,00% |
| Dejann Trading and Investments, Proprietary Limited | Cape Town |
Mazars Inc. |
100,00% | 100,00% | 100,00% | 100,00% |
| Jouren Trading and Investments, Proprietary Limited | Cape Town |
Mazars Inc. |
100,00% | 100,00% | 100,00% | 100,00% |
(*) Balances related to the Polish company J&Z Wind Farms, Sp. z o.o. have been reclassified to assets and liabilities held for sale as of December 31, 2015 (see note 26)
<-- PDF CHUNK SEPARATOR -->
The main financial indicators of the jointly controlled companies included in the consolidation under the proportionate consolidation method as at 31 December 2015, 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 | Deloitte | 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. | \$114,443 Ciudad de Mexico | n.a. | 99.97% | 99.97% | |
| Evolución 2000, S.L. | € 117,994 | Albacete | KPMG | 49.15% | 49.15% |
| Flat Rock Windpower, L.L.C. | \$528,626,287 | New York | E&Y | 50.00% | 50.00% |
| Flat Rock Windpower II, L.L.C. | \$207,447,187 | New York | E&Y | 50.00% | 50.00% |
| Tebar Eólica, S.A. | € 4,720,400 | Cuenca | Abante | 50.00% | 50.00% |
The main financial indicators of the jointly controlled companies included in the consolidation under the proportionate consolidation method as at 31 December 2014, 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 | Deloitte | 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. | \$114,443 Ciudad de Mexico | n.a. | 99.97% | 99.97% | |
| Hispa | |||||
| Evolución 2000, S.L. | € 117,994 | Albacete | control | 49.15% | 49.15% |
| Flat Rock Windpower, L.L.C. | \$528,626,287 | New York | E&Y | 50.00% | 50.00% |
| Flat Rock Windpower II, L.L.C. | \$207,447,187 | New York | 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 2015, 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 | 38,96% | 23,62% |
| Biomasas del Pirineo, S.A. | € 454,896 | Huesca | n.a. | 30.00% | 30.00% |
| Blue Canyon Wind Power I, L.L.C. | \$42,316,480 | Oklahoma | n.a. | 25.00% | 25.00% |
| Cultivos Energéticos de Castilla, S.A. | € 300,000 | Burgos | n.a. | 30.00% | 30.00% |
| Desarollos Eolicos de Canárias, S.A. | € 2.391.900 | Gran Canaria | KPMG | 44.75% | 44.75% |
| Les Eoliennes 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% |
| Modderfontein Wind Energy Project, Ltd. | ZAR 1,000 | Cape Town | n.a. | 42.50% | 42.50% |
| Parque Eólico Belmonte, S.A. | € 120,400 | Asturias | E&Y | 29.90% | 29.90% |
| Parque Eólico Sierra del Madero, S.A. | €7,194,021 | Soria | E&Y | 42.00% | 42.00% |
| Inch Cape Offshore Limited (*) | £1 | Edinburgh | Deloitte | 49.00% | 49.00% |
| 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 have been reclassified to assets held for sale as of December 31, 2015 (see note 26)
The Associated Companies included in the consolidation under the equity method as at 31 December 2014, are as follows:
| COMPANY | SHARE CAPITAL HEAD OFFICE |
AUDITOR | % % OF VOTING |
|||
|---|---|---|---|---|---|---|
| OF CAPITAL | RIGHTS | |||||
| Aprofitament D'Energies Renovables de L'Ebre, S.A. | €3,869,020 | Barcelona | n.a. | 38.96% | 18.97% | |
| Biomasas del Pirineo, S.A. | € 454,896 | Huesca | n.a. | 30.00% | 30.00% | |
| Blue Canyon Wind Power I, L.L.C. | \$44,594,480 | Oklahoma | n.a. | 25.00% | 25.00% | |
| Cultivos Energéticos de Castilla, S.A. | € 300,000 | Burgos | n.a. | 30.00% | 30.00% | |
| Desarollos Eolicos de Canárias, S.A. | € 3,191,580 | Gran Canaria | KPMG | 44.75% | 44.75% | |
| ENEOP - Éolicas de Portugal, S.A. | € 25,247,525 | Lisboa | Mazars | 35.96% | 35.96% | |
| Les Eoliennes en Mer de Dieppe - Le Tréport, SAS | € 4,367,538 | Bois Guillaume | E&Y | 43.00% | 43.00% | |
| Eoliennes en Mer Iles d'Yeu et de Noirmoutier, S.A.S. | € 4,804,914 | Nantes | E&Y | 43.00% | 43.00% | |
| Modderfontein Wind Energy Project, Ltd. | ZAR 1,000 | Cape Town | n.a. | 42.50% | 42.50% | |
| Parque Eólico Belmonte, S.A. | € 120,400 | Asturias | E&Y | 29.90% | 29.90% | |
| Parque Eólico Sierra del Madero, S.A. | €7,194,021 | Soria | E&Y | 42.00% | 42.00% | |
| Inch Cape Offshore Limited | £1 | Edinburgh | Deloitte | 49.00% | 49.00% | |
| Solar Siglo XXI, S.A. | € 80,000 | Ciudad Real | n.a. | 25.00% | 25.00% |
The summarised financial information for subsidiaries with material non-controlling interests as at 31 December 2015, are as follows:
| HORIZON WIND VENTURES IB, L.L.C. |
HORIZON WIND VENTURES IC, L.L.C. |
EDPR WIND VENTURES XI, L.L.C. |
EDP RENOVAVEIS FRANCE S.A.S. |
EDP RENOVAVEIS PORTUGAL S.A |
|
|---|---|---|---|---|---|
| Non-Current Assets | 446,759 | 374,436 | 167,955 | 136,441 | 459,174 |
| Current Assets | 4,126 | - | - | 12,931 | 39,047 |
| Non-Current Liabilities | 3,233 | 285,442 | 172,998 | 47,517 | 86,682 |
| Current Liabilities | 3,100 | - | 47 | 54,025 | 309,717 |
| Revenues | - | - | - | 29,892 | 136,603 |
| Net profit for the year | 27,044 | 31,052 | 2,258 | 4,213 | 47,442 |
| Dividends paid to | |||||
| Non-controlling interests | - | - | - | - | 33,246 |
| EDPR WIND VENTURES XII, L.L.C. |
POST OAK WIND, L.L.C. |
VS WIND FARM, S.A. |
CERNAVODA POWER, S.R.L. |
HORIZON WIND VENTURES IX, L.L.C |
|
|---|---|---|---|---|---|
| Non-Current Assets | 96,520 | 64,102 | 79,528 | 88,291 | 87,123 |
| Current Assets | - | 4,126 | 8,735 | 14,808 | - |
| Non-Current Liabilities | 101,487 | 3,233 | 1,401 | 82,946 | 94,951 |
| Current Liabilities | - | 3,100 | 90,671 | 47,955 | 35 |
| Revenues | - | 23,466 | 5,630 | 19,119 | - |
| Net profit for the year | -2,146 | 4,958 | -6,285 | -4,423 | -832 |
| Dividends paid to | |||||
| Non-controlling interests | - | - | - | - | - |
| EUROPE | NORTH AMERICA |
BRAZIL | SEGMENTS TOTAL |
|
|---|---|---|---|---|
| Revenues | 831,594 | 498,218 | 21,379 | 1,351,191 |
| Income from institutional partnerships in U.S. wind farms | - | 197,442 | - | 197,442 |
| 831,594 | 695,660 | 21,379 | 1,548,633 | |
| Other operating income | 140,191 | 19,620 | 622 | 160,433 |
| Supplies and services | -150,845 | -134,261 | -5,549 | -290,655 |
| Personnel costs and Employee benefits expenses | -26,725 | -40,159 | -1,568 | -68,452 |
| Other operating expenses | -104,057 | -78,963 | -2,585 | -185,605 |
| -141,436 | -233,763 | -9,080 | -384,279 | |
| Gross operating profit | 690,158 | 461,897 | 12,299 | 1,164,354 |
| Provisions | -21 | 193 | - | 172 |
| Amortisation and impairment | -289,290 | -267,085 | -5,072 | -561,447 |
| Operating profit | 400,847 | 195,005 | 7,227 | 603,079 |
| Share of profit of associates | 11,952 | -7,674 | - | 4,278 |
| Assets | 6,842,282 | 7,307,627 | 179,283 | 14,329,192 |
| Liabilities | 323,305 | 987,493 | 5,609 | 1,316,407 |
| Operating Investment | 183,736 | 645,991 | 72,902 | 902,629 |
Note: The Segment "Europe" includes: i) revenues in the amount of 378,781 thousands of Euros from Spanish companies; ii) assets from Spanish companies in the amount of 3,005,689 thousands of Euros.
| 1,351,191 16,747 |
Revenues of the Reported Segments Revenues of Other Segments |
||||
|---|---|---|---|---|---|
| -18,333 | Elimination of intra-segment transactions | ||||
| 1,349,605 | Revenues of the EDPR Group | ||||
| 1,164,354 | Gross operating profit of the Reported Segments | ||||
| -22,059 | Gross operating profit of Other Segments | ||||
| - | Elimination of intra-segment transactions | ||||
| 1,142,295 | Gross operating profit of the EDPR Group | ||||
| 603,079 | Operating profit of the Reported Segments | ||||
| - | Operating profit of Other Segments | ||||
| -25,241 | Elimination of intra-segment transactions | ||||
| 577,838 | Operating profit of the EDPR Group | ||||
| 14,329,192 | Assets of the Reported Segments | ||||
| 1,235,566 | Not Allocated Assets | ||||
| 850,142 | Financial Assets | ||||
| 165,746 | Tax assets | ||||
| 219,677 | Debtors and other assets | ||||
| 24,468 | Assets of Other Segments | ||||
| 146,932 | Elimination of intra-segment transactions | ||||
| 15,736,157 | Assets of the EDPR Group | ||||
| 333,800 | Investments in joint ventures and associates | ||||
| 1,316,407 | Liabilities of the Reported Segments | ||||
| 7,541,883 | Not Allocated Liabilities | ||||
| 4,220,270 | Financial Liabilities | ||||
| 1,956,217 | Institutional partnerships in U,S, wind farms | ||||
| 380,782 | Tax liabilities | ||||
| 984,614 | Payables and other liabilities | ||||
| 17,273 | Liabilities of Other Segments | ||||
| -7,377,957 | Elimination of intra-segment transactions | ||||
| 1,497,606 | Liabilities of the EDPR Group | ||||
| 902,629 | Operating Investment of the Reported Segments | ||||
| 25 | Operating Investment of Other Segments | ||||
| 902,654 | Operating Investment of the EDPR Group | ||||
| TOTAL OF THE REPORTED SEGMENTS |
OTHER SEGMENTS |
ELIMINATION OF INTRA-SEGMENT TRANSACTIONS |
TOTAL OF THE EDPR GROUP |
|
|---|---|---|---|---|
| Other operating income | 160,433 | 1,128 | -1 | 161,560 |
| Supplies and services | -290,655 | -20,145 | 18,072 | -292,728 |
| Personnel costs and Employee benefits expenses | -68,452 | -15,817 | 1 | -84,268 |
| Other operating expenses | -185,605 | -3,972 | 261 | -189,316 |
| Provisions | 172 | - | - | 172 |
| Amortisation and impairment | -561,447 | -949 | -2,233 | -564,629 |
| Share of profit of associates | 4,278 | - | -5,795 | -1,517 |
| EUROPE | NORTH AMERICA |
BRAZIL | SEGMENTS TOTAL |
|
|---|---|---|---|---|
| Revenues | 746,932 | 382,031 | 25,136 | 1,154,099 |
| Income from institutional partnerships in U,S, wind farms | - | 123,582 | 123,582 | |
| 746,932 | 505,613 | 25,136 | 1,277,681 | |
| Other operating income | 26,553 | 17,024 | 14 | 43,591 |
| Supplies and services | -141,382 | -108,760 | -6,118 | -256,260 |
| Personnel costs and Employee benefits expenses | -22,379 | -27,821 | -1,334 | -51,534 |
| Other operating expenses | -65,247 | -26,774 | -2,412 | -94,433 |
| -202,455 | -146,331 | -9,850 | -358,636 | |
| Gross operating profit | 544,477 | 359,282 | 15,286 | 919,045 |
| Provisions | -21 | - | - | -21 |
| Amortisation and impairment | -269,196 | -202,440 | -5,907 | -477,543 |
| Operating profit | 275,260 | 156,842 | 9,379 | 441,481 |
| Share of profit of associates | 33,310 | 241 | - | 33,551 |
| Assets | 6,108,684 | 6,255,041 | 162,478 | 12,526,203 |
| Liabilities | 259,919 | 922,548 | 4,980 | 1,187,447 |
| Operating Investment | 141,717 | 543,016 | 25,462 | 710,195 |
Note: The Segment 'Europe' includes: i) revenues in the amount of 347,928thousands of Euros from Spanish companies, of which 31,567 thousands of Euros generated outside of Spain; ii) assets from Spanish companies in the amount of 1,976,737 thousands of Euros,
| THOUSANDS OF EUROS | |
|---|---|
| 1,154,099 | Revenues of the Reported Segments |
| 13,172 | Revenues of Other Segments |
| -14,145 | Elimination of intra-segment transactions |
| 1,153,126 | Revenues of the EDPR Group |
| 919,045 | Gross operating profit of the Reported Segments |
| -15,561 | Gross operating profit of Other Segments |
| -288 | Elimination of intra-segment transactions |
| 903,196 | Gross operating profit of the EDPR Group |
| 441,481 | Operating profit of the Reported Segments |
| -16,941 | Operating profit of Other Segments |
| -2,131 | Elimination of intra-segment transactions |
| 422,409 | Operating profit of the EDPR Group |
| 12,526,203 | Assets of the Reported Segments |
| 1,730,579 | Not Allocated Assets |
| 825,488 | Financial Assets |
| 135,581 | Tax assets |
| 769,510 | Debtors and other assets |
| 2,861 | Assets of Other Segments |
| 56,676 | Elimination of intra-segment transactions |
| 14,316,319 | Assets of the EDPR Group |
| 1,187,447 | Liabilities of the Reported Segments |
| 6,800,670 | Not Allocated Liabilities |
| 3,901,924 | Financial Liabilities |
| 1,801,963 | Institutional partnerships in U,S, wind farms |
| 327,096 | Tax liabilities |
| 769,687 | Payables and other liabilities |
| 15,860 | Liabilities of Other Segments |
| -18,417 | Elimination of intra-segment transactions |
| 7,985,560 | Liabilities of the EDPR Group |
| 710,195 | Operating Investment of the Reported Segments |
| 100 | Operating Investment of Other Segments |
| 710,295 | Operating Investment of the EDPR Group |
| TOTAL OF THE EDPR GROUP |
ELIMINATION OF INTRA-SEGMENT TRANSACTIONS |
OTHER SEGMENTS |
TOTAL OF THE REPORTED SEGMENTS |
|
|---|---|---|---|---|
| 45,667 | -214 | 2,290 | 43,591 | Other operating income |
| -256,645 | 14,035 | -14,420 | -256,260 | Supplies and services |
| -66,093 | 1 | -14,560 | -51,534 | Personnel costs and Employee benefits expenses |
| -96,441 | 35 | -2,043 | -94,433 | Other operating expenses |
| -20 | 1 | - | -21 | Provisions |
| -480,767 | -1,844 | -1,380 | -477,543 | Amortisation and impairment |
| 21,756 | -11,531 | -264 | 33,551 | Share of profit of associates |
0\$1\$*(0(17 REPORT 2015


0\$1\$*(0(17 REPORT 2015

0\$1\$*(0(17 REPORT 2015
MANAGEMENT REPORT 2015


0\$1\$*(0(17 REPORT 2015

Facaeni Wind Farm, Romania
0\$1\$*(0(17 REPORT 2015

VISION
A GLOBAL ENERGY RENEWABLE COMPANY, LEADER IN VALUE CREATION, INNOVATION AND SUSTAINABILITY
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
INITIATIVE
THROUGH BEHAVIOUR AND ATTITUDE OF OUR PEOPLE
OF SHAREHOLDERS,
EMPLOYEES, CUSTOMERS, SUPPLIERS AND OTHER STAKEHOLDERS We ensure the participatory, competent and honest governance of our business We believe that the balance between private and professional live is fundamental in order to be successful
TRUST
IN THE WAY WE PERFORM
We fulfil the commitments that we embraced in the presence of our shareholders We place ourselves in our stakeholder's shoes whenever a decision has to be
made
EXCELLENCE
TO CREATE VALUE IN OUR AREAS OF OPERATION
INNOVATION
We are leaders due to our capacity of anticipating and implementing We avoid specific greenhouse gas emissions with the energy we produce We demand excellence in everything that we do
AIMED AT THE QUALITY OF LIFE FOR CURRENT AND FUTURE GENERATIONS
We assume the social and environmental responsibilities that result from our performance thus contributing toward the development of the regions in which we are operatin
COMMITMENTS
We promote the development of skills and merit
EDPR is a market leader with top quality assets in 12 countries, managing a global portfolio of 9.6 GW of installed capacity, 344 MW under construction and much more in pipeline development, employing more than 1,000 employees
ENERGY WITH INTELLIGENCE 01
| United States | 4.382 MW operating |
|---|---|
| +755 MW in pipeline with PPA | |
| Canada | 30 MW operating |
| Mexico | 200 MW under construction |
| 639 employees (includes 202 employees in EDPR Parent Company) | |||
|---|---|---|---|
| Spain | 2.371 MW operating | Portugal | 1.247 MW operating |
| France | 364 MW operating +24 MW under construction '+430 MW offshore in pipeline |
Belgium | 71 MW operating |
| Poland | 468 MW operating | Romania | 521 MW operating |
| Italy | 100 MW operating | United Kingdom |
1.4 GW (max) of offshore in pipeline development |
During 2015 EDPR produced 21.4 TWh of clean energy, of which 47% in Europe, 52% in North America and 1% in Brazil
ANNUAL REPORT 02 2015
Brazil
Our renewable energy business grossly comprises the development, construction and operation of fully controlled wind farms and solar plants to generate and deliver clean electricity.



DEVELOPMENT
connection feasibility.
SITE IDENTIFICATION LANDOWNER AGREEMENT Contact local landowners and
negotiate leasing agreement. Install meteorogical equipment to collect and study wind profile RENEWABLE RESOURCE ANALYSIS

and solar radiance.
LAYOUT DESIGN AND EQUIPMENT CHOICE
Optimize the layout of the farm and select the best fit of equipment model based on the site characteristics.
Evaluate potential operational and financial risks and find appropriate finance to the project.
Engage with local public authorities to secure environmental, construction, operating and other licenses.

Build access roads, prepare OPERATION foundations, assemble wind turbines or solar panels, construct substation.

OPENING CEREMONY
OPERATION
WIND AND SOLAR PLANT
Complete grid connection and start to generate renewable electricity.

Build access roads, prepare foundations, assemble wind turbines or solar panels, construct substation.
Celebrate the benefits of renewable energy with local communities, authorities and other stakeholders.
OPERATION
Keep availability figures at the highest level possible and minimise failure rates.


Monitor real-time operational data, analyse performance and identify opportunities for improvement. DATA ANALYSIS
EDPR, as a renewable energy company, creates great expectations in its stakeholders about Sustainability. Responding to these expectations 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 2014-2017 Business Plan. This roadmap brings together the three sustainability pillars and is laid down in 10 different areas: 1) Operational growth, 2) Risk controlling, 3) Economic value creation, 4) Environment, 5) Value circle, 6) People, 7) Governance, 8) Stakeholder Engagement, 9) Innovation and 10) Society. Defined goals make performance measurable to help drive the company as a growing leader in value creation, innovation and sustainability.
As of today, EDPR is successfully executing its sustainability roadmap creating solid foundations to outperform its 2014-2017 goals.

We aim to maintain an open and transparent dialogue with our stakeholders in order to build and strengthen trust, promote information and knowledge sharing, anticipate challenges and identify cooperation opportunities.
We do so through four main guiding commitments: Comprehend, Communicate, Collaborate and Trust. These commitments underlie a policy that aims to go beyond mere compliance with legal requirements, and to truly engage our different stakeholder groups.
| COMPREHEND | COLLABORATE |
|---|---|
| Include, Identify, And Prioritize: | Integrate, Share, Cooperate, Report: |
| We have dynamically and systematically identified the Stakeholders that influence and are influenced by the Company, and we analyse and try to understand their expectations and interests in the decisions that directly impact on them. |
We aim to collaborate with Stakeholders to build strategic partnerships that bring together and share knowledge, skills and tools, thereby promoting the creation of shared value in a differentiating manner. |
| COMMUNICATE | TRUST |
| Inform, Listen, And Respond: | Transparency, Integrity, Respect, Ethics: |
| We are committed to promoting two-way dialogue with Stakeholders through information and consulting initiatives. We listen, inform and respond to Stakeholders in a consistent, clear, rigorous and transparent manner, with the aim of |
We believe that the promotion of a climate of trust with our Stakeholders is crucial to establishing stable, long-term relationships. Our relationship with stakeholders is based on values like transparency, integrity and mutual |
Who is an EDPR stakeholder? Any person or entity that has an influence on or is influenced by our activities. They can be categorized into four segments: Democracy, Value Chain, Market and Social and Territorial Context.
The image below lists the different stakeholder groups, using Spain as an example:

EDPR conducted its first Stakeholder Survey for the Spanish market in 2015 in order to better understand how to improve communication and relationships with its stakeholders. The study was conducted over a three months period, surveying opinions from 12 different groups of stakeholders, including associations, the media, universities, suppliers, analysts, banks, investors, NGOs, city administrators, regional administrators, landowners and employees. The information was collected through interviews conducted in person, on the phone, by mail, and online.
Similar to the survey conducted in Portugal by the EDP Group, this study looked at soft indicators such as satisfaction, relationship, credibility, relevance of issues for the stakeholder, delivery, transparecy, among others. But it also included new indicators, such as the degree of influence on the decision making process, as well as the relevance of issues for EDPR's business.
The analysis of the survey found that EDPR is recognized for its support of renewable energies, safety in energy generation and its quality R&D investments. Stakeholders also reported as some of the most important factors transparency, trustworthiness and a low environmental impact.
Surveying stakeholders helps us understand what influences our relationships with them, and how we can improve these relationships. In order to implement what we learned from the survey, each business unit will regularly report on their most relevant stakeholders and the status of the relationship with each group. We are also working to enact a stakeholder management plan, which will set actionable goals within a set time frame, to generate value for both stakeholders and EDPR.

As pointed out, the Spanish study follows a previous survey conducted in Portugal for the entire EDP Group. In the future, we plan to conduct similar studies in all EDPR markets around the world with the goal of further develop a global vision of the company's relationships with stakeholders across its different locations.
2015
3 months
12 different stakeholders
3000 interviews


in 2015, significantly outperforming NYSE Euronext Lisbon PSI20 and Dow Jones Eurostoxx Utilities SX6E.
EDPR has 872.3 million of shares listed and admitted to trading in NYSE Euronext Lisbon. On December 31st 2015 EDPR had a market capitalization of 6.3 billion euro, +34% above from the 4.7 billion euro at previous year-end, and equivalent to € 7.25 per share. In 2015 total shareholder return was 35%, considering the dividend paid on May 8th of € 0.04 per share.
Indexed EDPR share performance vs. PSI20 & SX6E

| EDPR in Capital Markets | 2015 | 2014 | 2013 | 2012 | 2011 |
| Opening price (€) |
5.40 | 3.86 | 3.99 | 4.73 | 4.34 |
| Minimum price (€) |
5.30 | 3.87 | 3.58 | 2.31 | 5.25 |
| Maximum price (€) |
7.25 | 5.7 | 4.36 | 4.86 | 3.89 |
| Closing price (€) |
7.25 | 5.4 | 3.86 | 3.99 | 4.73 |
| Market capitalization (€ million) |
6,324 | 4,714 | 3,368 | 3,484 | 4,124 |
| Total traded volume: Listed & OTC (million) |
289.22 | 396.84 | 448.15 | 446.02 | 463.56 |
| …of which in NYSE Euronext Lisbon (million) |
109.67 | 149.48 | 200.29 | 207.49 | 232.29 |
| Average daily volume (million) |
1.13 | 1.56 | 1.76 | 1.74 | 1.80 |
| Turnover (€ million) |
1,824.08 | 1,976.41 | 1,759.20 | 1,525.56 | 2,098.58 |
| Average daily turnover (€ million) |
7.13 | 7.75 | 6.9 | 5.96 | 8.17 |
| Rotation of capital (% of total shares) |
33% | 46% | 51% | 51% | 54% |
| Rotation of capital (% of floating shares) |
148% | 205% | 229% | 228% | 239% |
Share price performance |
|||||
| +34% | +40% | Ͳ3% | Ͳ16% | +9% |
|
| Total shareholder return |
+35% | +41% | Ͳ2% | Ͳ16% | +9% |
| PSI 20 |
+11% | Ͳ27% | +16% | +3% | Ͳ28% |
| Down Jones Eurostoxx Utilities |
Ͳ5% |
+12% |
+9% |
Ͳ9% |
Ͳ25% |

EDPR shareholders are spread across 23 countries. EDP ("Energias de Portugal") is the major one holding 77.5% of the share capital since launching the company's IPO in June 2008.
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 77.5% of the share capital and voting rights, since launching the company's IPO in June 2008.
EDP ("Energias de Portugal") 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 the 4th 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 gas. EDP has a relevant presence in the world energy outlook, being present in 14 countries, with more than 10 million electricity customers and 1.2 million gas supply points and almost 12.000 employees around the world. In 2015, EDP had an installed capacity of 24.3 GW, generating 63.7 TWh, of which 34% come from wind. EDP has been recognised #1 worldwide in the Dow Jones Sustainability Index in the Utilities sector for the year 2013, and again in 2014, and member of the DJSI World for 8 years, following the group 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 a broad base of international investors. Excluding EDP Group, EDPR shareholders comprise more than 72,000 institutional and private investors spread worldwide. Institutional investors represent about 91% of EDPR investor base (ex-EDP Group), while the remaining 9% 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 23 countries, being United States the most representative country, accounting for 27% of EDPR shareholder base (ex-EDP Group), followed by United Kingdom, Portugal, France, Australia and Norway. In Rest of Europe the most representative countries are Netherlands, Spain and Switzerland.




Investment funds SRI Pension Other Retail
SHAREHOLDER (EX-EDP)

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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.
This governance structure and composition was chosen to adapt the company's corporate governance model also to the Portuguese legislation and it seeks, insofar it is compatible with the Spanish law, to correspond to the socalled "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 a separate body, a Supervisory Board.
EDPR's model attempts then to establish compatibility between two different systems of company law, through a Nominations and Remunerations Committee and Audit and Control Committee of independent members, although not exclusively separate from the Board of Directors ("BoD").

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


Miguel Dias Amaro CFO

João Lopes Raimundo

Manuel Menéndez

João Paulo Costeira COO Europe & Brazil

Jorge Santos Chairman

Allan J. Katz

Gilles August

Gabriel Alonso COO North America

João de Mello Franco Chairman

António Nogueira Leite

Acácio Piloto

Nuno Alves

José Ferreira Machado 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 16 board members, out of which 9 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 five members, including a Chief Executive Officer (CEO). The CEO coordinates the implementation of the BOD decisions and the Corporate and General Management functions, partially assigning those to the other executive officers, namely: the Chief Financial Officer (CFO), the Chief Operating Officer for Europe and Brazil (COO EU & BR) and the Chief Operating Officer for North America (COO NA).
The CFO proposes and ensures the implementation of the financial policy and management, including financial negotiation, management and control, cash management optimization and financial risk management policy proposal; he also coordinates and prepares the business plan and the budget, manages the financial statements reporting analyses the operational and financial performance and coordinates procurement function and relations with key suppliers while ensuring the implementation of the procurement strategy and policy.
The COO EU & BR and the COO NA 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 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.

For further detailed information regarding the responsibilities and roles of the different social bodies, as well as 2015 activity, please refer to the Corporate Governance section, at the end of this report. The company also posts its up-to-date articles of association and regulations at www.edpr.com.
The organization structure is designed to accomplish the strategic management of the company but also a transversal operation of all the business units, ensuring alignment with the defined strategy, optimizing support processes and creating synergies.
EDPR is organized around three main elements: a corporate Holding and two platforms that group all the business units where the company has presence.

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: - Easy coordination, vertically (holding-platforms) and horizontally (across platforms); |
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 analyse 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.
| Identify an alleged violation of the code of ethics |
Reports of alleged violations of the Code of Ethics must be submitted to the Ethics Ombudsman, indicating personal data and a detailed description of the situation. |
|---|---|
| Ombudsman performs a summary investigation |
Ethics Ombudsman first confirms the events reported and submits a preliminary report on the initial confirmations to the Ethics Committee. |
| Ethics Committee decides if the complaint portrays a violation |
Ethics Committee analyses every situation reported and decides as to whether it should be classified as a violation of the Code of Ethics. |
| When a violation is confirmed, the Committee opens an investigation |
When conducting an investigation, the Company shall abide by the law and its own in-house rules. After the investigation is complete, the Committee decides whether any corrective or disciplinary action is required. |
In 2015 there were no communications to the Ethics Ombudsman regarding any irregularity at EDPR and no communications regarding any irregularity with material impact at EDPR though the whistleblowing channel.
Our commitment to ethics is reflected in our Ethics Program. Launched in 2010 and in order to renew ethical behaviours within the company and transmit the new additions to the code, was performed again during 2015.
The Ethics program is an important tool to assess the current status and promote awareness on the issue internally. The Program consists of an interpretative guide of the Code of Ethics, a survey to assess how ethics is understood by EDPR's workers and a training program. An online pilot training program was launched in 2015 to transmit general concepts to a group of employees, and after the great feedback provided by them it will be expanded to the rest of EDPRs personnel during 2016.
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.
This Anti-Corruption Policy will involve a series of new 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 throughout 2015.
At EDPR, from 1,018 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.
Despite not taking an active part in the negotiations, EDPR wants to facilitate the broadcast of any update in those agreements. EDPR organized training sessions for its employees to inform about the results of those negotiations.
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.
During 2015, representatives of the company held different meetings with employees' representatives to deal with some critical topics that affect EDPR, such as the health and safety of its employees, or the bonus payment that is being done in Brazil. In France, EDPR representatives defined a roadmap with the elected employees' representatives with the actions to follow in the short term.
A full description of the Ethics governance model can be found in the Corporate Governance Report
0\$1\$*(0(17 REPORT 2015




0\$1\$*(0(17 REPORT 2015

The world is currently facing vital decisions about the energy of tomorrow. While global primary energy demand is likely to grow by more than 30% over the next 20 years, the need to tighten greenhouse gas (GHG) emissions to address climate change is one of the main challenges of this century. This challenge, and in particular, the goal of limiting global warming below 2°C recently agreed at COP 21, requires an urgent shift towards a low-carbon economy.
The scientific consensus is that the Earth's climate system is unequivocally warming, and this is extremely likely attributable to GHG emissions from human activities.
Indeed, climate scientist have observed that carbon dioxide (CO2) concentrations in the atmosphere have been increasingly rising over the past century: from the pre-industrial level of around 280 ppm (parts per million), to 397 ppm in 2014. This represents approximately a 40% increase, a trend that is inevitably leading to a rise in temperature levels due to the "greenhouse effect" (by which GHG trap heat in the atmosphere). It has been commonly regarded as an adequate mean to stop this trend and avoid the worst impacts of climate change, to keep global warming below 2°C compared to the pre-industrial average.
"Scientific evidence for warming of the climate system is unequivocal"
Intergovernmental Panel on Climate Change (IPCC)
The energy sector is responsible for approximately two thirds of GHG emissions, being the power sector the largest emitter of CO2. This suggest that we are not able to effectively fight against climate change without a shift in the way we produce energy, and in particular, electricity. Therefore, a key pillar of mitigation strategies is the decarbonisation of the energy sector through renewable energy deployment.
However, current deployment of renewables, especially in the heating sector and in transport, is still not enough to achieve the required energy-related CO2 reductions, to keep global warming below 2°C. Therefore, the fundamental shift towards decarbonisation is still underway.

Source: World Resource Institute (2015)
In December 2015, the COP 21 UN Climate Change Conference reached an historical agreement. A legally binding commitment signed by 195 countries aiming at keeping global warming below 2°C.
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Next steps
The Agreement reached at Paris in 2015 is the result of a process that started in Rio de Janeiro Earth Summit back in 1992. The United Nations Framework Convention on Climate Change (UNFCCC) was adopted, acknowledging the existence of anthropogenic climate change.
Industrialized countries had the major responsibility for combating it, and the Kyoto Protocol in 1997 provided those countries with binding GHG emissions reduction targets for the period 2008-2012, which entered into force in 2005.
In 2009, countries failed to extend the Kyoto Protocol, but they managed to recognize the common objective of keeping global temperature increase below 2°C.
In 2011, the Durban Platform for Enhanced Action (ADP) was created in order to seek an agreement before 2015, with legal force, applicable to both developed and developing countries, to be applicable in 2020.
In the run-up of the Paris Conference, 186 countries submitted their commitment to fight climate change (INDCs), with GHG reductions targets for 2025-2030.
The submitted INDCs showed that pledges would still result in a global warming between 2.4°C and 2.7°C, therefore, above the 2°C threshold.
After a four-year negotiation round, bythe end of 2015, the so-called Paris Agreement was finally achieved with 195 countries agreing to curb greenhouse gas emissions in order to avoid the worst impacts of global warming. The agreement can be considered as historical as it reached the following key factors:
The Paris Agreement will be open for signature on April 22, 2016, and will enter into force on the 30th day, after at least 55 parties accounting for 55% of global greenhouse gas emissions have ratified it. Therefore, the earliest possible date of which the Agreement could enter into force is end-May 2016 but its unlikely to be so straightforward, with governments needing time to push ratification through their respective governments.

Acknowledged a human induced climate change
GHG reduction binding targets for industrialized countries
Recognized <2°C common objective
Developed and developing countries to agree on a protocol with legal force
INDCs commitments by country to reduce emissions by 2025/30
Enter into force when 55% of GHG emissions ratify the
aggrement
In the current decarbonization scenario, with the commitment to keep global warming below +2°C, renewables are expected to play a key role within an energy sector that is the largest contributor to GHG emissions. Renewable energy has proven to be a competitive source of energy, with a strong contribution to GDP growth while on top of mitigating the potential impacts in the economy that climate change would bring.
Ramping renewables is essential to meet climate goals without decelerating economic growth and reducing welfare. In the submitted INDCs prior to COP 21, the growth of the renewable energy capacity (including hydro) is expected to go from 29% in 2013 to a 44% in 2040, about 34% of the generation.
However, the fully implementation of the submitted INDCs and policies of similar strength after 2030, probably will still lead to a warming of around 2.4-2.7°C by 2100.
To achieve the 2°C target scenario, it would require emissions to be close to zero in 2100, while the 1.5° would even require negative emissions from 2080 onwards, which could be achieved with CO2 removal technologies.
According to "IRENA" (International Renewable Energy Agency), doubling the share of renewable energy by 2030 could deliver around half of the required emissions reductions and, coupled with energy efficiency, keep the average rise in temperatures below 2°C, preventing, ultimately, the worst impacts of climate change. Most precisely, doubling the share of renewable energy by 2030 would allow to reduce 8.6 Gt of energy-related CO2 every year until 2030.

(1) Median values have been taken Source: Climate action tracker / EDPR
Today, renewable energy technologies are viewed not only as tools for mitigating climate change, but are also increasingly recognised 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.
GDP growth is one of the outputs of the large deployment of renewables worldwide, thanks to the development of a new industry, which has been representing an increasingly share of the global economy.

Job creation has been asserted by several studies as one of the benefits of renewables, as they recognize this industry is more labour-intensive compared to fossil fuel technologies which are more mechanized and capital intensive. This means that, on average, more jobs are created for each unit of electricity generated from renewable than from fossil fuels. According to IRENA, the sector employed 7.7 million people in 2014, directly and indirectly, around the world (excluding large hydropower), an 18% increase from 2013. Wind energy, is responsible for more than 1 million, 31% of them in Europe.
Reducing country energy dependency is possible because wind, solar and hydro technologies use endogenous resources. Countries enhance their security of energy supply and minimize their exposure to potential increases in fuel prices. Fuel resources are scarce and concentrated in some geographies which explains its high and volatile price.
Reduce wholesale prices, thus, energy-consumers' bills, because renewable generation is bid its output in wholesale markets at zero cost as wind or solar energy has no marginal cost. Power prices are determined by the intersection of power supply and demand, bids at zero displace more expensive technologies shifting, consequently, the supply curve. For a same level of demand, when wind production is available, the market price goes down (the so-called "merit order effect").
It´s a fact that wind power reduces the price of electricity: the more the wind blows, the lower the pool or wholesale electricity market price is, which benefits consumers and companies in their electricity bills. This fact is easily observed in the Spanish market, for instance, in the first two weeks of 2015. At that time, the average daily market price, which is the basis for calculating the energy term of the electricity bill, reached 55.66 €/MWh, representing an increase of more than 67% over the same period of the previous year. What was the reason behind this? Low wind generation. According to data released by the Spanish Transmission System Operator (REE) on January 15th, wind production was 1,494 GWh that is 50% lower than in the early days of 2014.

Plummeting costs for renewable energy technologies are making a global energy transition not only possible, but actually, less expensive than the alternative. This is the reason why an increasingly number of private companies are opting for renewables to provide their energy needs, including some of the biggest worldwide as Apple, Ikea, Amazon, Wal-Mart and Lego.
Many studies have also analysed the costs of addressing climate change compared to the costs of "inaction" (business as usual). Most of the studies agree on the fact that, if we don't act now, the overall costs and risks of climate change would outweigh the costs of current mitigation options. Most of the studies conclude that, potential impacts of climate change on water resources, food production, health and the environment among others, will provoke important losses for the economies. Instead, the costs of mitigation options (mainly renewables' deployment) will have a negligible impact on aggregate terms.
Focusing on the energy sector, Citi has conducted a study ("Energy Darwinism II"), in which it concludes that the expenditure on energy over the next quarter century, on an undiscounted basis, is remarkably similar in a lowcarbon scenario compared to business-as-usual one. More precisely, the cost of following a low-carbon route in the next 25 years would be of US\$190.2 trillion which is even cheaper than the cost in an "inaction" scenario (US\$192.0 trillion). This is due to the rapid drop of renewables' costs, which, combined with lower fuel usage from energy efficiency investments, result in significantly lower long-term fuel bill.
Therefore, from an economic perspective, the transition towards a low-carbon economy would have positive effects, not only in aggregate terms, but even in the energy sector.
"Yes to Wind Power" works to spread the word that renewable energy is now one of the least expensive generation technologies in the world, even beating out traditional sources like gas and coal. In addition to the economic benefits, the campaign also emphasizes that promoting a shift from conventional fossil fuels to renewable energy is one of the most effective and feasible near-term ways of mitigating climate change. Wind power's scalability, speed of deployment and falling costs make it the best choice to achieve emissions reductions.
The end goal of the campaign is to create more advocates for renewables, and increase societal support for the continued development of wind power and other renewable methods of energy generation.

Through "energetic hipster", a character created to reach the younger public, the campaign has already reached more than 5 million people, offering scientific data in an easy to read and access format. EDPR created a viral video and a web site full of well-researched and credible information including scientific articles and reports about the benefits of wind power and other types of renewable energy. This is made available to the press, opinion leaders and the general public.
"Yes to Wind Power" also has a social media component that aims to build an online community around it. The campaign has been featured in thousands of news reports and blogs, including an article in The Wall Street Journal.
CAMPAIGN'S REACH:
1,235,989 hits
Wind economics, energy policies and environmental concerns continue to drive renewables capacity growth globally.
2015 was a record year for the wind industry as annual installations crossed the 60 GW mark for the first time, bringing total capacity to 432 GW.
By region, 2015 was undoubtedly a great year for China that surpassed for the first time the astonishing figure of 30.5 GW, a record figure never seen before and clearly above expert's estimates.
In Europe, 12.8 GW of wind were installed during 2015, a 6.5% increase compared to 2014 installations. Germany, that added 6 GW, was again the largest market, both in terms of cumulative capacity and new installations. Poland came second with 1.3 GW added, more than twice the annual installations in 2014. France was third with 1.1 GW, followed by UK which managed to connect 1 GW.
Although 2015 was a relatively quiet year for European onshore wind, it was an outstanding year for offshore. EWEA (European Wind Energy Association) reported that 3,019 MW offshore wind capacity were installed in European waters, a 108% increase over 2014. These results make cumulative installed capacity amounting to 11,027 MW, consolidating European leadership in terms of offshore wind. This impressive achievement was primarily driven by the German market, where 75.4% of all new capacity was brought online (2,282.4 MW), a four-fold increase compared to 2014. The second largest market was the UK (566.1 MW, or 18.7% share), followed by the Netherlands (180 MW, or 5.9% share). However, despite German additions, UK continues to be the largest offshore market, with 5 GW of installed capacity representing nearly half of total European capacity.
Overall, in Europe, wind power was the energy technology with the highest installation rate, reaching 44% of all new installations. Solar PV came second with 8.5 GW (29% of 2015 installations) and coal third with 4.7 GW (16%). Globally, renewables accounted for 77% of new installations.
2015 was also a very good year for North American wind, primarily driven by US installations: 8,598 MW (a 77% increase over 2014). The US ended 2015 with 74,472 MW, consolidating its second position (after China) in terms of total installed capacity. Mexico installed 714 MW, amid the implementation of its comprehensive electricity market reform, while Canada 1,508 MW, slightly less than in 2014.
In Latin America, Brazil lead the way, installing a record 2,754 MW, with cumulative capacity reaching 8.7 GW. It also worth noting that Uruguay added 316 MW, 60% increase versus its 2014 capacity.
Other emerging economies also achieved important additions as for example India (2,623 MW, surpassing Spain and becoming the fourth largest market), South Africa (483 MW), Panama (235 MW) or Ethiopia (153 MW), among others.
In 2015, the main drivers for wind energy growth were its increasing competitiveness, the need to fight climate change and reduce pollution (particularly choking smog that is dangerously threatening people's health in many countries). Energy security, increasing power demand in emerging countries, insulation from volatile fuel markets, job creation and local industrial development were also decidedly key, but price and environmental concerns stood out as main drivers in 2015.
In October 24th European Council reached an agreement on 2030 Climate and Energy Policy Framework. A binding renewable energy target of at least 27% was set at European level, a binding EU target to reduce domestic greenhouse gas emissions by 40% compared to 1990 levels and a non-binding energy efficiency target of 27% (to be re-visited by 2020). The framework does not mention individual targets for state implementation so it is still not clear how efforts will be conducted at the national level. European Institutions have now to work in the governance system to set the framework to reach this 2030 targets.
| Renewable energy |
CO2 emissions reduction |
Energy efficiency |
|
|---|---|---|---|
| 2020 targets |
20% | 20% | 20% |
| 2030 targets |
At least 27% | At least 40% | At least 27% |
In October 2015, the European Environment Agency published its "Trends and projections" report, according to which the EU would be on tract to meets its climate and energy targets set for 2020. The report states that GHG emissions were already in 2013 19.8% below 1990 levels (and therefore, very close to the 20% target). Regarding renewables share, the 2020 target could be meet, provided that Member States sustain the speed of renewables' development.
Progress on member states towards 2020 targets

On January 14th 2016 the first auction of RES capacity under the RD 413/2014 framework was held.
The auction was designed to provide a similar remuneration scheme that the one that applies to current installations (RD 413/2014).
Developers were bidding to build 500 MW of wind energy and 200 MW of biomass plants.
The auction was very competitive, around 5 times oversubscribed for onshore wind, and awarded contracts without any incentive, this is, at 100% discount to the opening price. EDPR was awarded 93 MW of wind energy. The Government has announced that more auctions will be organised, possibly in 2016, to contract the capacity that Spain needs to comply with its 2020 targets.
In connection with 2020 targets, the ministry of Industry, Energy and Tourism published in December its "National Energy Infrastructure Plan 2015-2020" which includes government's view on capacity additions by technology throughout the period. According to this document, and in order to comply with the 2020 targets, around 4.5-6.5 GW of wind capacity would be needed.

In France, the "Energy Transition bill", whose aim is to build a long-term and comprehensive energy strategy, was finally passed in July 2015. In 66 articles, the text targets to cut France's GHG emissions by 40% between 1990 and 2030 (and divide them by four by 2050), to halve the country's energy usage by 2050, to reduce the share of fossil fuels in energy production, to cap the total output from nuclear power at 63.2 GW and bring the share of renewables up to 32% of the energy mix.
Following the provisions of the "Energy Transition Law", the French government disclosed a draft decree with the details of a new remuneration scheme for renewables. According to this text, renewables will be remunerated by contract-for-difference scheme. However, the implementation for wind energy will probably be delayed to 2018 and up until then, new wind farms will be remunerated according to the current feed-in tariff scheme.

In Poland, a new Renewables' Act was approved in February 2015, introducing a different support system for new renewables plants. According to the law, the current Green Certificate (GC) system will be replaced by a tender scheme. However, the current GC scheme will be maintained (with some adjustments) for operating plants. These plants will have the choice to remain under the GC scheme or shift to the new scheme through specific tenders for operating assets.
In Italy a new draft decree envisaging new wind tenders for at least the two next years. According to the draft, 800 MW of onshore wind could be tendered, with a reference tariff of 110€/MWh. The publication of the final decree is expected for the first quarter of 2016.

On February 26, DECC (Department of Energy and Climate Change) and National Grid, published the results of the first "Contract for Difference" (CfD) auction. Over 2.1 GW of capacity across 27 projects was awarded a CfD contract. Successful projects include 15 onshore wind projects, 2 offshore wind and 5 solar PV, among others.
UK energy secretary Amber Rudd announced a "new direction for UK energy policy" in a speech on 18 November. According to it, the strategy is likely to be focused on gas, nuclear, and provided it cuts its costs, offshore wind. With regards to offshore, she announced that the government would fund three auctions before the end of the decade, with the first probably to be held by end 2016. However, this funding will depend on offshore wind capacity to lower its costs.

The European Commission (DG Competition) disclosed in May 2015, its clearance to the Romanian Renewables support scheme amendments notified in 2013 and 2014. Therefore, the amendments have been declared compatible with European regulation, specifically, the European Energy and Environmental State aid Guidelines (EEAG).
On December 2015 the Government finally set the value of the GC quota for 2016 at 12.15%, the same value that was proposed by ANRE by the end of July (well below the original 17% set in the original RES Law)

There are two types of renewable reverse auctions in Brazil: energy auctions and capacity auctions. Energy auctions result in long-term power purchase agreements (PPAs) being signed between generators and distributors in order to satisfy distribution companies' demand. Capacity auctions result in long-term PPAs signed between generators and Brazil's wholesale market operator, being the main purpose to guarantee the country's reserve margin and grid safety.
In 2015, renewables' projects participated in four auctions. EDPR was awarded 140 MW of wind in an auction held on November 13th.
The EU emissions trading system (EU ETS) is a cornerstone of the European Union's policy to address climate change and it represents a key tool for reducing GHG emissions costeffectively.
However, the scheme has been witnessing severe challenges. To address them, the European Commission has approved a range of measures.
The EU's emissions trading scheme (EU ETS) was launched in 2005 to promote the reduction of GHG emissions in a cost-effective and economically efficient way. It works on a "cap and trade" principle. A cap, set by the EU, is set on the total amount of certain GHG that can be emitted by the industries, power plants and other installations in the system. The cap is reduced over time so that total allowed emissions gradually decreases. Within the cap, companies receive or buy emission allowances which they can trade as needed.
However, in recent years, weak demand for allowances, largely due to the economic crisis, has led to a surplus of allowances, which has depressed the carbon price.


To address the problem, the EU Commission has introduced two mechanisms: backloading in 2014 and the Market Stability Reserve in 2015.
The Backloading was implemented through an amendment to the EU ETS Auctioning Regulation which entered in force on February 2014. It has been designed as a short-term mechanism that consists on postponing the auctioning of allowances. In particular, the auction volume has been reduced by 900 million allowances (400 million in 2014, 300 million in 2015 and 200 million in 2016). By such, the backloading is aimed at rebalancing supply and demand in the short term, and reducing price variations.
The Market Stability Reserve (MSR) is a long-term, structural measure approved by the European Parliament of 7 July 2015 and by the Council on 6 October 2015. The MSR aims at reducing the historical surplus of allowances and improving the resilience of the EU ETS by adjusting the supply of allowances to be auctioned. The scheme will start operating in 2019 and is expected to put Europe on the right track to achieve its ambition to cut greenhouse gas emissions by 40% in 2030 compared to 1990 levels.
In accordance with the MSR, when in a given year the total emission allowances exceeds a certain threshold, a percentage of allowances will be automatically withdrawn from the market and placed into the reserve. In the opposite case, allowances will be returned from the reserve to the market.
Under the scheme, backloaded allowances (900 million postponed allowances withdrawn from the market at least until 2019), will be placed in the reserve when in starts in 2019. Unallocated allowances from the period 2013- 2020 will be also added in the reserve as soon as in 2020.
For the period 2021-2030, market imbalances would also be addressed by a faster reduction of the annual emissions cap. The European Commission is proposing reducing the overall number of allowances by 2.2% each year compared to the current figure of 1.74%.
Growth in the US expected to add +18 GW of renewable capacity per year until 2020 to meet environmental (RPS) targets and wind energy competitiveness, according to NREL. Incentives as PTCs and the prevalence of PPAs also play a key role.
Historically, the typical framework of wind development in the US has been decentralised, with no national feed-in tariff. It involves the combination of two key drivers of the top line:
PTCs: production tax credits are the dominant form of wind remuneration in the US, and represent an extra source of revenue per unit of electricity (\$23/MWh in 2015), over the first 10 years of the asset's life. There are other mechanisms as well, such as ITCs, investment tax credits equal to 30% of the initial capex usable in lieu of PTCs.

PPAs: long-term bilateral power purchase agreements by which a wind developer can sell its output at a fixed price, usually
adjusted for inflation or a negotiated escalator. Demand for PPAs has been very strong, driven mainly by the need to meet renewable portfolio standards (RPS) targets but also from increasing improving relative competitiveness of wind energy.
The PPA + PTC combination allow wind energy companies to 'lock-in' a return over the life of the assets. The final goals targeted by the application of this framework involve cost competiveness and affordability, security of supply and environmental concerns.
Historically, eligibility for production tax credits incentives has been made possible for a couple of years at a time, over a limited period, without any visibility on any further extensions. After many extensions in a 'stop and go' approach, companies required visibility on the investment horizon for wind energy companies.
The President of the US signed in December 2015 the Consolidated Appropriations Act, 2016, which includes the extension of energy-related tax incentives for renewable energy in the country. As a result of this Act, wind energy projects that begin construction before January 1st 2020 will qualify for 10 years of Production Tax Credits ("PTC") on the electricity output. Previous to this extension, PTCs were available for wind energy projects that had begun construction before January 1st 2015.
The 5-year extension also includes a phase down according to which the PTC value shall be reduced by 20% in the case facility construction begins after December 31st, 2016, and before January 1st, 2018; by 40% if construction begins after December 31st, 2017, and before January 1st, 2019; and by 60% if construction begins after December 31st, 2018, and before January22020. Projects also have the option to choose, in lieu of the PTC, an Investment Tax Credit ("ITC") on the project cost during the same period and with the same phase down percentages.
This framework provides long-term visibility and an improved environment for the development of new wind and solar projects, thus creating conditions to allow EDPR to further execute competitive projects in the US and strengthen its presence in a country that is already its main growth market.
PTCs are currently crucial, but their relative importance is likely set to decrease over time. The economics of wind power in the U.S. are rapidly improving, necessitating lower and lower PPA prices, to the point where wind is competitive on its own in some areas against other traditional technologies, on a 'new-build' basis. The various RPS and other environmental goals will still represent a substantial incentive, PTCs notwithstanding.
The improving wind energy economics include decreasing capex and opex per MW, and even more per MWh due to the increase in load factors via technology improvements in wind turbines and also overall excellent wind resources in the US, especially in the regions with best resource available. In the west and east states, load factors are typically within 25-30%, while in the central states those are typically of 30-45%. This naturally makes wind energy further more competitive from a fundamental standpoint, even without incentives.
The renewable portfolio standards (RPS) are designed to require power suppliers to provide a minimum share of electricity from renewable sources, on a state-by-state basis. Such standards have increased and by 2015 a total of 31 states have binding RPS objectives, as shown in the table below, which excludes the 7 states with voluntary goals. Although those are implemented by states all-round the US, however a strong cluster is observed in the west/pacific cost and the north east. This typically represents 10% to 25% to be reached by 2020-25 for most states, and often foreseeing a gradual increase in the mandated percentage.
Renewable Portfolio Standards (RPS) set penalties to utilities that do not procure a certain percentage of generation from renewable resources. Utilities can either invest directly in renewable generation assets, purchasing electricity from other renewable generators or purchase RECs. As a result, many utilities setup auction systems (RFPs) to seek long-term power purchase agreements with renewable energy generators. Due to the competitiveness of wind energy, this technology has received the largest share of awarded PPAs.
| RPS objective | 2015 | 2020+ | RPS objective | 2015 | 2020+ |
|---|---|---|---|---|---|
| Arizona | 4.5% | 15% | Montana | 15% | 15% |
| California | 23% | 33% | Nevada | 20% | 22% |
| Colorado | 17.3% | 28.8% | New Hampshire | 13.8% | 23.8% |
| Connecticut | 16% | 27% | New Jersey | 12.2% | 20.5% |
| Delaware | 13% | 25% | New Mexico | 15% | 20% |
| District of Columbia | 9.5% | 20% | New York | 9.3% | 9.3% |
| Hawaii | 15% | 25% | North Carolina | 8% | 12.5% |
| Illinois | 10% | 20.5% | Ohio | 3.5% | 8.5% |
| Iowa | 0.7% | 0.7% | Oregon | 15% | 20% |
| Kansas | 15% | 20% | Pennsylvania | 14% | 18.5% |
| Maine | 8% | 13% | Rhode Island | 9.2% | 16% |
| Maryland | 13% | 20% | Texas | 5% | 8.6% |
| Massachusetts | 8% | 15% | Vermont | 8% | 10.5% |
| Michigan | 10% | 10% | Washington | 3% | 15% |
| Minnesota | 20% | 30% | Wisconsin | 10% | 10% |
| Missouri | 8% | 15% |
Moreover, the U.S. administration has also recently announced (August 2015) the Clean Power Plan by the U.S. Environmental Protection Agency (EPA), a plan to help cut carbon pollution from the power sector by 32% by 2030 (against 2005 levels). Power plants are responsible for about one-third of all US greenhouse gas emissions. This plan implies greater reliance on gas (CCGTs account for c. 40% of the planned reduction emissions), but also on alternative energy sources (c. 25% of the planned reduction emissions), and especially wind.
Demand growth in the U.S. market could still be motivated by other existing forces, primarily the planned coal capacity retirements, wind energy competitiveness as well as RPS compliance in several states. Approximately 42 GW of coal capacity has been announced to retire through 2020 of which we expect wind to absorb a significant share in the replacement of such retirements. Furthermore, renewable energy generation becomes more competitive as a direct result from coal retirement. A higher penetration of energy generated from natural gas can lead to more flexible grids, benefitting intermittent resources such as renewables.
will need to be added until 2020 in order to fulfil
Regarding RPS targets in place to encourage renewable energy demand, we estimate 22 GW of wind

compliance with targets already established. From wind energy competitiveness alone, we believe an additional 7 GW can be added.
EDPR's value creation strategic plan through 2017 remains in line with previous architecture, supported by three pillars with defined goals: Selective Growth, Increased Profitability and Self-funding Model.
On May 2014, EDPR presented to the financial community its Business Plan for 2014-17 at the EDP Group Investor Day held in London, in which were present c.200 financial markets participants.
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 renowned 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 global leading company in the renewable energy industry.
As of today, EDPR is successfully executing its strategic agenda creating solid foundations to outperform its 2014-17 goals.
| Strategic Agenda | Comitition POLATE | ||
|---|---|---|---|
| Investing in quality projects | >500 MW DEL VERE |
Added =1.1 GW in 2014-15 | |
| Selective Growth |
Growing in projects w/ long-term contracts atready awarded |
>85% VHIble |
Full visibility aver 2016-17 growth |
| Developing offshore projects in FR. and UK |
post-2017 growth |
Continuium and franklaping official one the projects on | |
| Maintaining high availability levels | 397.5% | High availability levels at 97,6% | |
| Increased Profitability |
on on the group growth an distinctive wind assessment |
31.596 Load Factor |
Delivering above market avg. Ioad factors |
| Increasing afficiancy, reducing OPEX/MW |
-2% CACK |
Lower Opex/MW based on O&M Strategy | |
| Strong Operating Cash-Flow generation |
C3.550 | E1.4 bn mostly from assets with PPA/FIT | |
| Self-funding Model |
Asset Rotation to entiance value growth |
CO.7bn (ex.CIG) |
Target exceeded CO.Son already secured |
| Not Investment supported by Assoc Rotation Program |
CL.Bbn | €1.2 bn of investments in quality projects | |
EDPR on-target execution will allow the company to deliver solid growth targets…

…and continue to lead in a green and sustainable sector with increased worldwide relevance.
The selective growth strategic pillar is the guiding 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 at superior profitability. This strategy can be seen in the 2014-17 Business Plan growth options, as projects have been selected according to two key guidelines:
1) Low risk profile - New capacity benefits from long-term PPAs already awarded or under stable regulatory frameworks. This guarantees high visibility of the project's future cash-flows, reducing risk and locking-in project profitability.
2) High operational performance – The projects selected exhibit strong operating metrics, namely above portfolio average load factors. This improves project competitiveness and drives higher profitability.
EDPR is well on track to deliver on its business plan target growth of +2 GW (>500 MW/year). EDPR's Extensive pipeline has been an important contributing factor to the successful execution of this strategy. The availability of multiple projects coupled with strong development expertise guarantees that only the best, fully optimized, projects are finally selected for investment.
The United States is EDPR main growth driver for the 2014-17 Business Plan timeframe. The PTC tax benefit scheme, strong demand for long-term PPAs from wind energy projects, combined with EDPR's deep portfolio of projects in this market support this solid growth opportunity. Additionally, self-funding is available through tax equity partnerships with the possibility of asset rotation transactions as well, given the strong interest from infrastructure and pension funds for equity stakes.
The December 2015 extension of the Production Tax Credit, that includes a gradual phase down of the PTC value for projects that start construction before 2020, provides further long-term visibility and an improved environment for the development of new wind energy projects. This extension provides visibility to US growth beyond the 2014-17 timeframe, further strengthens the strong fundamental of the US wind market, and support EDPR's choice to shift growth to the US.
Project economics on all of the new investments in the US are strong, with average load factors of about 43%, earning average PPA prices in the first year of \$48/MWh, leading to double-digit IRR percentages.
Certain European markets continue to provide good growth opportunities supported by regulatory frameworks that provide a low risk environment.
France's existing feed-in tariff regime provides a stable growth opportunity in Europe. For the 2014-17 Business Plan EDPR targets additions of 60-70 MW through pipeline development, having already installed 42 MW by December 2015. In Italy, EDPR has installed the 30 MW awarded in 2013, and intends to participate in future energy auctions to generate new possible additions. In Poland, EDPR has already installed 99 MW in 2014 and 2015 under the current Green Certificate regime, whilst further growth remains contingent to the approval of a new energy law, expected to be based in energy auctions, where EDPR maintains competitive projects in pipeline. Finally, in Portugal, the total capacity awarded back in 2006 to the ENEOP consortium has been fully installed, the consequent asset splitting executed, and EDPR now fully consolidates 613 MW.
In Brazil, EDPR will install in 2015-17 the projects with PPA awarded in 2011 and 2013 for a total 236 MW, thus representing a significant increase in capacity from current portfolio of 84 MW.
In 2014 EDPR has entered the Mexican energy market signing a long-term electricity supply agreement, for the energy of a 200 MW wind farm to be installed in 2016, representing a sizeable entry into a low risk and attractive market. Mexico is as a country with great potential for wind energy and this entry can provide a solid platform for further growth in this market.
Additionally, EDPR is to remain actively prospecting opportunities in new markets with strong fundamentals, namely high growth of electricity demand, robust renewable resources and availability of long-term energy supply agreements awarded through competitive schemes.

Power Purchase Agreements are a fundamental tool to accomplish EDPR low risk approach in the US market. They ensure that a project's energy is sold at a pre-determined price for long time period, generally between 15- 20 years. This shields EDPR from any volatility in energy market price, locking-in project profitability.
During 2015 EDPR successfully signed two additional PPA for 200 MW of new capacity, relating to wind farms in Texas and Ohio, to be installed in 2016. These two agreements that were signed with commercial and industrial corporations, one of which Amazon Web Services Inc., are a clear sign of the growing demand for green affordable energy from corporate players. Previously the demand for PPAs came only from traditional utilities, however recently the direct procurement from corporations has increased substantially, adding new demand for EDPR US wind and solar projects.
These long term sale agreements demonstrate not just EDPR's skill in closing commercial deals but foremost the company's strong ability to position effectively a pipeline of quality projects, in suitable locations and stages of development as a key success factor to capture growth opportunities on-time.
One of the strategic pillars and 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 farms and solar plants. In this area, EDPR's teams, namely in operations and maintenance, have established a strong track record that support challenging targets set in the 2014-17 Business Plan. For this period, EDPR has set targets for three key metrics: Availability, Load Factor and Opex/MW. These three metrics provide an overall view of the progress in our operations and maintenance, wind assessment and cost control efforts. They also serve as good indicators for the overall operational efficiency of the company.
Availability measures the percentage of time the fleet is fully operational. If an equipment has a 97.5% availability metric this means that, in a given period, it was available to generate energy 97.5% of the time, which leaves only 2.5% for preventative maintenance or repairs. Availability is a clear indicator of performance of the company's operations and maintenance practices as it focuses on reducing to a minimum any malfunctions and performing maintenance activities in the shortest possible timeframe.
The company always maintained high levels of availability and has registered availability of above 97.6% in 2015, in line with its 2014-17 Business Plan target. EDPR will continue to look for further increases in availability through new predictive maintenance optimization measures supported by the 24/7 control and dispatch centre, in 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) measures the speed and quality of the renewable resource at the wind turbines or solar panels. A load factor of 31.5% means the percentage of maximum theoretical energy output with an equipment working at full capacity, in a given period. For example, for 1MW over a year, it equals to the production of 2.759,4 MWh (31.5% x 1 MW x 24 hours x 365 days).

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 improving availability as described and, if possible, introducing productivity enhancement retrofits that boost production by setting older equipment models with the most up-to-date technological improvements available to increase efficiency in the utilization of renewable resources available. With regards to wind farms and solar plants under development, maximizing load factor is mostly the expert work of energy assessment and engineering teams, designing an optimal layout of the plant, by fitting the positioning and choice among different equipment models 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 29.2% in 2015, which is slightly below the 29.4% P50 (mean probability) assessment for the current fleet, and has set a target of 31.5% until the end of the 2014-17 period.
EDPR is also creating value by improving its assets implementing new technologies on the turbines to boost the power output without requiring major component changes. EDPR's Performance Analysis teams are collaborating with the manufacturers to determine the best practices to apply this new technology.
By monitoring real-time conditions, the rotational speed of the generator can be increased while staying within the existing loads envelope, thus increasing the power output. The extra output increases the revenues of the wind farm, without major investments needed. This technology has successfully being applied on many turbines and it will keep being developed in the following years.
In addition to all company initiatives to boost production, EDPR also focuses on strict cost control efforts to improve efficiency and gain additional profitability. Leveraging on the experience accumulated over time, we set a target in the 2014-17 Bussiness Plan to reduce Opex/MW by -2% CAGR 2013- 2017. Despite the natural aging of its installed asset base, the company is on track to achieve this objective, with a registered reduction on OPEX of -2% CAGR 2013-15. A strict control over costs has been applied to reduce the manageable company costs structure, also benefiting from the economies of scale of a growing company. With regards to O&M, representing c. 30% of total Opex, EDPR has already delivered results form the implementation of its M3 system and selfperform program to some of the wind farms that are no longer subject to initial warranty contracts.
As EDPR's fleet becomes more mature the initial Operations and Maintenance (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 or insourcing activities to operate the wind farm on its own, whilst maintaining high levels of availability.
The M3 (Modular Maintenance Model) program is our solution. Based on EDPR's expertise, our 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, laborintensive tasks.
This strategy resulted in estimated savings of around 20% in the wind farms where the M3 system was implemented, which account for 40% of Europe's fleet.
In the US, during 2014 we expanded the M3 model to a pilot self-perform program in the Blue Canyon V wind farm. After a market review and a bottom-up analysis, we identified potential savings by fully insourcing O&M activities, given the in-house capabilities developed over the last years.

This new program immediately showed savings in operational expenses and increased control over quality. During 2015 self-perform maintenance was implemented in additional facilities whose maintenance contracts were up for renewal.
EDPR self-funding model has been a cornerstone of EDPR strategy and its success has been crucial for funding growth. The self-funding model relies on a combination of cash-flow from operating assets, external funds from tax equity and other structured project finances as well as proceeds from asset rotation transactions to finance the profitable growth of the business. This model substitutes the previous financing strategy that depended on corporate debt from EDPR's majority shareholder EDP.
The primary source of funds for the company is the operating cash flow generated from the existing assets, which is firstly used to pay for the debt service and capital distributions to equity partners, while the excess is available to pay dividends to the shareholders of EDPR or to fund new investments.
A strong operating cash-flow generation of about € 3.5 billion is expected for the period 2014-17.
EDPR has indicated a dividend pay-out ratio policy in the range of 25-35% of its annual net profit, thus allowing that most of the cash-flow available to fund growth. The dividends paid in 2015 amounted to about € 35 million corresponding to the low end of the range relative to the net profit of the previous year, representing only a small share of the available cash-flow generated in the period.
EDPR always aims to find external financing to its projects, namely through tax equity structures, typical of the US, and through other project finance structures, available in other geographies. The use of such structures fit in the self-funding model because they substitute the need of corporate debt.
Moreover, the case of tax equity in the US also enables an efficient utilization of the tax benefits provided by the project thus improving its economics. In a simple view, under the tax equity partnerships, 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 ten years of operation.
In the case of project finance, it is also a means to contract long-term debt in local currency at competitive costs in order to mitigate the refinancing risk and to reduce the foreign exchange risk by having a natural hedge between revenues and expenses.
In 2015 EDPR signed three tax equity transactions relating to the total 398 MW capacity added in the US this year, and corresponding to tax equity financing proceeds of US\$ 473 million. These transactions bring total tax equity financing proceeds ever raised by EDPR up from US\$ 3.1 billion.
| Signing | Project name | Location | MW | Million | Timing | Counterparty |
|---|---|---|---|---|---|---|
| Nov-15 | Arbuckle | Oklahoma | 100 | USD 116 | 4Q15 | MUFG + (undisclosed) |
| Oct-15 | Waverly | Kansas | 199 | USD 240 | 4Q15 | Affiliate of Google Inc. |
| Jul-15 | Rising Tree South | California | 99 | USD 117 | 2Q15 | MUFG + (undisclosed) |
| Oct-14 | Rising Tree North | California | 99 | USD 109 | 4Q14 | MUFG Union Bank |
| Set-14 | Lone Valley | California | 30 | USD 33 | 4Q14 | (undisclosed) |
| Jul-14 | Headwaters | Indiana | 200 | USD 190 | 4Q14 | BofA Merrill Lynch |
| US Tax equity: | 727 | |||||
| Jul-15 | Polish Wind Farm | Poland | 54 | PLN 167 | 3Q15 | (undisclosed) |
| Apr-15 | Belgium Wind Farm | Belgium | 14 | EUR 16 | 2Q15 | (undisclosed) |
| Jan-15 | Baixa do Feijão | Brazil | 120 | BRL 306 | 1Q15 | BNDES |
| Aug-14 | Korsze | Poland | 70 | PLN 220 | 3Q14 | Bank of China |
| Mar-14 | Solar PV plants | Romania | 50 | EUR 30 | 3Q14 | EBRD + BSTDB |
| Jan-14 | South Branch | Canada | 30 | CAD 49 | 1Q14 | (undisclosed) |
| Project finance: | 338 |
With regards to project finance, in 2015 EDPR closed an important project finance deal for its Baixa do Feijão wind farm in Brazil, with proceeds amounting to R\$ 306 million. This project is a good example of the benefits of using project finance as it provides competitive financing from the Brazilian Development Bank (BNDES) as well as a natural hedging for currency volatility in the Brazilian real.
Proceeds from asset rotation transactions are also important sources of funds for the self-funding model of EDPR in financing the profitable growth of the business. Such model enables the company to advance the value yet to be realized from the future cash-flows 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 to the costs of the asset rotation proceeds themselves. These transactions involve the company selling minority stakes at the level of the projects (typically of 49%), and still maintaining full management control over these projects. Moreover, the scope of projects for these transactions tend to be mature projects, generally already operating and thus significantly de-risked, with high visibility of future cash-flows, that can be attractive to low risk institutional investors from whom EDPR can then source a competitive cost of finance.
In 2015, two transactions were signed in the United States. The first transaction includes the sale of 49% of EDPR's Lone Valley, 30 MW, solar PV plant to an infrastructure fund. This transaction was completed at a competitive multiple and is EDPR's first asset rotation transaction involving non-wind assets. The second, the Company's second largest to date, involves the sale of 34% of a portfolio of operating and under construction wind farms amounting to 1,002 MW in the US. The completion of these two transactions brings the total asset rotation proceeds for 2014 and 2015 to € 800 million, having clearly surpassed EDPR's Business Plan target of € 700 million. The early completion of this target is a clear indicator of the quality of the company's installed asset base that has attracted the interest of many institutional investors.
During 2015, significant progress was also made with regards to the CTG strategic partnership. Under this agreement EDPR will sell 49% of Polish and Italian assets totalling 598 MW. The transaction scope covers 392 MW in operation in Poland and 100 MW in Italy with an average age of 4 years, as well as 107 MW under construction in Poland and Italy. This transaction adds to the Brazil and Portugal transactions signed with CTG in 2014 and 2012 respectively, as well as the MoU relating to the future sale of 49% stake in the ENEOP consortium signed in December 2013.
For the record, the referred strategic partnership between EDP (EDPR's main shareholder) and CTG was established at the end of 2011 and entered into force in May 2012, foreseeing a total € 2 billion investment by CTG until 2015 (including co-funding capex) in operating and ready-to-build renewable energy generation projects, that may include wind energy assets from EDPR and, as after agreed, selected hydro power plants from other EDP business units.

In line with EDPR's controlled risk profile, Risk Management process defines the mechanisms for evaluation and management of risks and opportunities impacting the business, increasing the likelihood of the company achieving its financial targets, while minimizing fluctuations of results without compromising returns.
EDPR's Risk Management Process is an integrated and transversal management model that ensures the implementation of best practices of Corporate Governance and transparency. This process is closely followed and supervised by the Audit and Control Committee, an independent supervisory body composed of non-executive members.
The purpose of the Risk Management process is to ensure the alignment of 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.
Risk management is endorsed by the Executive Committee, supported by the Risk Committee and implemented in day-to-day decisions by all managers of the company. It is supported by three distinct organizational functions:
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:
Risk Management at EDPR is focused on covering all market, credit and operational risks of the company. In order to have a holistic view of risks, they are classified in Risk Areas, covering the entire business cycle of EDPR, and in Risk Categories, following a generalized classification of risks. Risk Areas are Countries & regulations, Revenues, Financing, Wind turbine contracts, Pipeline development, and Operations.
Risk Categories are Market, Counterparty, Operational, Business and Strategic, and they refer to the following risks:
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 following graph summarizes the Risk Categories and Risk Groups within EDPR.
Risk Management mitigation strategies at EDPR
During 2015, EDPR reviewed or defined four Global Risk Policies:
Reviewed policies during 2015 focused on risks with different level of impacts in EDPR's financial results.
WHAT IS COUNTRY RISK?
Country Risk is defined as the probability of occurrence of a financial loss in a given country due to macroeconomics, political/social issues, natural disasters or legislative decisions.
SOURCES OF COUNTRY RISK
Country Risk Assessment is based on an external assessment consensus of country risk and an internal assessment performed by EDPR, which is used to identify the specific source of risk in order to apply potential mitigation strategies.
It is an internal estimate of country risk which allows to differentiate the specific source of risk
Country Risk of EDPR's geographies is monthly monitored and is considered for new investment decisions
0\$1\$*(0(17 REPORT 2015

0\$1\$*(0(17 REPORT 2015

0\$1\$*(0(17 REPORT 2015

In the year EDPR installed over 600 MW and over 1 GW after accounting for the consolidation of ENEOP.
| MW | NCF | GWh | |||||||
|---|---|---|---|---|---|---|---|---|---|
| YE15 | YE14 | Var. | YE15 | YE14 | Var. | YE15 | YE14 | Var. | |
| Spain | 2,194 | 2,194 | - | 26% | 28% | -2pp | 4,847 | 5,176 | -6% |
| Portugal | 1,247 | 624 | +623 | 27% | 30% | -3pp | 1,991 | 1,652 | +21% |
| Rest of Europe | 1,523 | 1,413 | +111 | 27% | 24% | +3pp | 3,225 | 2,495 | +29% |
| Europe | 4,965 | 4,231 | +734 | 26% | 27% | -1pp | 10,062 | 9,323 | +8% |
| US | 4,203 | 3,805 | +398 | 32% | 33% | -1pp | 11,031 | 10,145 | +9% |
| Canada | 30 | 30 | - | 27% | 27% | +1pp | 72 | 59 | +23% |
| North America | 4,233 | 3,835 | +398 | 32% | 33% | -1pp | 11,103 | 10,204 | +9% |
| Brazil | 84 | 84 | - | 30% | 32% | -2pp | 222 | 236 | -6% |
| EDPR: EBITDA | 9,281 | 8,149 +1132 | 29% | 30% | -1pp | 21,388 19,763 | +8% | ||
| ENEOP | - | 533 | -533 | ||||||
| Other equity consolidated | 356 | 353 | |||||||
| Spain | 177 | 174 | +3 | ||||||
| United States | 179 | 179 |
EDPR: EBITDA + Equity consolidated 9,637 9,036 +602

9.6 GW EBITDA + Net
With a top quality portfolio present in ten countries, EDPR has a strong track record and proven capability to execute superior projects and deliver on targets. The installed asset base of 9.6 GW is not only young, on average 6 years, it is also mostly certified in terms of environmental and health and safety standards.
Since 2008, EDPR has doubled its installed capacity with the additions of 5.2 GW, resulting in a total installed capacity of 9,637 MW (EBITDA + Net Equity). As of year-end 2015, EDPR had installed 5,142 MW in Europe, 4,412 MW in North America and 84 MW in Brazil.
During 2015 EDPR added 602 MW to its installed capacity, of which 398 MW were in North America and 204 MW in Europe.
+602 MW in 2015

The largest growth in installed capacity occurred due to the completion of 398 MW in the U.S. All of the MW had previously secured long-term power purchase contracts, thus providing long term stability and visibility on the revenue stream.
Total EBITDA + Net Equity installed capacity surpassed 4.4 GW in the U.S.
In Europe, half of the growth in capacity came from additions in Rest of Europe. Iberia also contributed with 93 additional MW, mainly due to ENEOP asset split, which as of September 1st was 100% consolidated in EDPR.
In Poland, EDPR continues to see positive growth with the installation of 77 MW, 47 MW from the Tomaszów wind farm located in the central region and 30 MW from Poturzyn.
EDPR added 24 MW to its installed capacity in France with the completion of the Escardes and Montagne Fayel project, both of them with 12 MW of installed capacity. Finally, EDPR was able to deliver on 10 MW in Italy with the Parco la Rocca project.
| Project Name | Country | MW |
|---|---|---|
| ENEOP | Portugal | 80 |
| Miscellaneous | Portugal | 10 |
| Miscellaneous | Spain | 3 |
| Tomaszów | Poland | 47 |
| Poturzyn | Poland | 30 |
| Escardes | France | 12 |
| Montagne Fayel | France | 12 |
| Parco la Rocca | Italy | 10 |
| Arbuckle | US | 100 |
| Rising Tree South | US | 99 |
| Waverly | US | 199 |
| 2015 additions | 602 |
By the end of 2015, EDPR had 344 MW under construction all related to projects to be delivered in 2016 with long term secured remuneration.
In Mexico, EDPR started the works of its first wind farm in the country, 200 MW with a secured PPA in the state of Coahuila.
In Brazil EDPR has 120 MW under construction related to the Baixa do Feijão projects after successfully bidding in the A5 auction for 20 year PPAs schedule to start in 2016.
Finally in Europe, 24 MW were under construction in France, where EDPR has a solid long-term growth strategy.
The Environmental Management System (EMS) is developed in accordance with the ISO 14001 international standard and certified by an independent certifying organization. These consensus standards are considered the world's benchmark for EMS Management Systems and is a guarantee that EDPR sites, regardless of its regulatory environment are aligned and at the same level of compliance. For more information regarding the MW certified please refer to page 82.

In addition to operating high quality and safe assets, EDPR also has a young portfolio with an average operating age of 6 years, with an estimate of over 19 years of useful life remaining to be captured.
In Europe, EDPR's portfolio had an average age of 6 years, in North America 5 years, and in Brazil 5 years.
Throughout the entire process, from development to operations, EDPR maintains the highest standards in construction quality, integrity, and sustainability.
As an exemple, EDPR made numerous efforts to minimize impacts and promote environmental stewardship at Arbuckle Mountain. Despite the project representing a very low impact risk to bald eagles, EDPR and its consultant developed an Eagle Conservation Plan, and sited turbines away
from potential bald eagle nesting habitat to further reduce risk. Certain construction activities, including ground disturbance and clearing, were conducted early in the year to minimize risk to nesting ground birds. In addition, while highly unlikely to be present in this area, efforts were taken to minimize potential impacts to the endangered American Burying Beetle, whose modeled range includes a small portion of the project area.
EDPR also extends its postive impact to the local committies, funding their festivities, like the 4th of July celebration in the small town of Davis or supporting important institutions, such us the fire department which needed a new insulation and shelving that was funded by EDPR.
In Poland, the towns of Tomaszów and Jarczów where positively impacted by the construction of the Tomaszów wind farm, as local roads, sidewalks and bus stops were replaced. From an environmental point of view monitoring of bats, birds and hamsters was performed.
All in all, the total intrinsic value created by the installation of more than 0.6 GW is greatly positive.

EDPR generated 21.4 TWh during 2015. When adding the over 1 TWh produced from our equity projects, enough clean energy was produced to serve nearly 50% of the electricity demand of Portugal.
The 8% year-on-year increase in the electricity output benefited from the capacity additions over the last 12 months and ENEOP consolidation.
Due to a lower wind resource, EDPR achieved a 29% load factor during 2015, which compares with a 30% load factor achieved in 2014.
EDPR also achieved a stellar 98% availability. The company continues to leverage on its competitive advantages to maximize wind farm output and on its diversified portfolio to minimize the wind volatility risk.

EDPR's operations in North America were the main driver for the electricity production growth in 2015, increasing by +9% YoY to 11.1 TWh and represented 52% of the total output (stable year-on-year). This performance was driven by EDPR's unique ability to capture the wind resource available along with the contribution from new additions. EDPR achieved a 32% load factor in North America, -1pp vs. 2014.
Production growth in Europe was mainly due to reaping the benefits from the installed capacity in 2014, which help offset the decline in year over year load factor. All countries deliver positive growth except for Spain where 2014 was considered an outstanding year in terms of wind resource.
Spain (-2pp) and Portugal (-3pp) capacity factors were lower YoY, although the efficiency achieved was in line normal expectations. Moreover, EDPR delivered once again a solid premium over the Spanish market average load factor (+2pp).
The Rest of Europe operations delivered a 27% load factor (24% in 2014) and posted higher year over year generation. Poland and Romania lead the increase in production with +572 GWh YoY as new capacity and a solid resource contributed to the strong performance. Higher production in Italy (+44 GWh) and France (+90 GWh) was due to a mix of new capacity and stronger wind resource. The remaining countries delivered stable growth of 23 GWh.
In 2015, EDPR's output in Brazil decreased 6% YoY to 222 GWh, as a result of a weaker wind resource during the year, and led to a lower load factor of 30% (-2pp).
The 21.4 TWh of electricity produced by EDPR has zero carbon emissions, thus contributing to the world's fight against climate change. Based on each countries' thermal emission factors, an estimate of 18.7 million tons of CO2 equivalent emissions were avoided that would have otherwise been emitted by burning fossil fuels to generate the same amount of electricity in the geographies where EDPR is present.

In 2015, EDPR revenues totalled 1,547 million euros, an increase of 270 million euros when compared to 2014 mainly driven by forex appreciation (+110 million euros), higher volumes (+106 million euros), higher average selling price (+28 million euros) and an update of TEI's post-flip residual interest accretion (30 million euros). EDPR's output in the period increased 8% and the average selling price increased by 9% as the result of higher average selling price in Europe.
EBITDA decreased 239 million euros year on year to 1,142 million euros, as a result of the top-line evolution and partially offset by higher Net operating costs, +31 million euros to 405 million euros. Net operating costs were positively impacted by higher Other operating income, +116 million euros, mainly explained by the gain subsequent to the control acquisition of certain assets of ENEOP, and on the other hand by higher Operating Costs. In the period, Other operating costs increased by +147 million euros, mainly due to write-off impact, following a strict focus of the development efforts in regions with sound business fundamentals, and at lesser extent to forex translation. As a result, EBITDA margin increased from 71% to 74%.
| Financial Highlights (€m) | 2015 | 2014 | S% / € |
|---|---|---|---|
| Income Statement | |||
| Revenues | 1,547 | 1,277 | +21% |
| EBITDA | 1,142 | 903 | +26% |
| Net Profit (attributable to EDPR equity holders) | 167 | 126 | +32% |
| Cash-Flow | |||
| Operating Cash-Flow | 701 | 707 | (1%) |
| Net investments | 719 | 515 | +40% |
| Balance Sheet | |||
| Assets | 15,736 | 14,316 | +1,420 |
| Equity | 6,834 | 6,331 | +503 |
| Liabilities | 8,902 | 7,986 | +916 |
| Liabilities | |||
| Net Debt | 3,707 | 3,283 | +425 |
| Institutional Partnerships | 1,165 | 1,067 | +98 |
Impacted by the top line evolution, Net Profit increased 32% year over year to 167 million euros, while Adjusted Net Profit decreased 13% to 108 million euros, adjusted for non-recurring events, forex differences and capital gains.
Operating Cash-Flow reached 701 million euros and net investments reached 719 million euros, benefiting from the execution of the asset rotation strategy. In 2015, EDPR received proceeds of 395 million euros from the sale of non-controlling interests. On the back of its asset rotation strategy, was completed the settlement of Fiera Axium transaction, signed in 2014, and the financial closing of the sale of a minority interest in an operating solar PV power plant in the US. As a result, for both transactions, EDPR received a net amount of 316 million euros, considering agreed transaction values, less cash owed from the signing to the settlement dates and net of transactions costs. In 2015, also occurred the financial closing of the sale of Brazilian minority interests assets to CTG, in the context of the partnership with EDP.
Capital expenditures (Capex) totalled 903 million euros reflecting the capacity additions in the year and the capacity under construction. Financial investments totalled 157 million, mainly related with settlement of ENEOP asset split, the acquisition of a 45% stake in EDPR Brasil and the acquisition of minority stakes in already controlled SPVs in Spain. As a result of forex translation (impact 130 million euros), investments done in the period, robust cash-flow generation, the execution of the asset rotation strategy and close monitoring of operating costs, Net Debt increase by 425 million euros, reflecting 3.2x Net Debt to EBITDA, versus 3.6x in 2014.
EDPR revenues totalled 1,547 million euros, a 21% increase on the back of the forex translation, higher volumes and higher selling prices along with other effects.
Other operating income increased by 116 million euros, mainly explained by the gain subsequent to the control acquisition of certain assets of ENEOP, while Operational expenses (Opex) – defined as Operating costs excluding Other operating income - increased by 147 million euros, with the increase mainly explained by the write-off impact and forex translation. Reflecting control over costs and EDPR's asset management strategy, Supplies and services and Personnel costs per Avg. MW, adjusted by forex impact, decreased by 1% YoY, and Supplies and services and Personnel costs per Avg. MWh stood stable YoY, given lower wind resource in the period.
In 2015, EBITDA increased by 26% to 1,142 million euros, while EBITDA margin improved to 74% versus 71% in 2014.
Operating income (EBIT) increased by 37% versus 2014 to 578 million euros, reflecting EBITDA performance and the 84 million euros higher depreciation and amortisation costs, including net impairments, along with higher capacity in operation and forex.
At the financing level, Net Financial Expenses increased 14%. Net interest costs decreased 8% due to lower cost of debt, reduced from 5.2% to 4.3% in December 2015. Institutional Partnership costs were 22 million euros higher, reflecting mainly forex translation and new tax equity deals, while capitalized expenses decreased by 14% versus 2014. Forex differences and derivatives had a negative impact of 3 million euros.
Pre-Tax Profit increased to 291 million euros and income taxes increased to 45 million euros. Non-controlling interests in the period totalled 79 million euros, an increase of 27 million euros on the back of the non-controlling interests sold to EFG Hermes, Northleaf, DIF III and Fiera Axium as part of the execution of the asset rotation strategy, and to CTG. All in all, Net Profit increased to 167 million euros and Adjusted Net Profit increased 13% year on year.

| Consolidated Income Statement (€m) | 2015 | 2014 | S% / € |
|---|---|---|---|
| Revenues | 1,5 4 7 | 1,2 7 7 | +2 1% |
| Other operating Income | 162 | 46 | +254% |
| Supplies and services | (293) | (257) | +14% |
| Personnel costs | (84) | (66) | +27% |
| Other operating costs | (189) | (96) | +96% |
| Operating Costs (net) | (405) | (374) | +8% |
| EBITDA | 1,14 2 | 9 0 3 | +2 6 % |
| EBITDA/Net Revenues | 74% | 71% | +3pp |
| Provisions | 0.2 | (0.0) | - |
| Depreciation and amortisation | (587) | (500) | +18% |
| Amortization of government grants | 23 | 19 | +20% |
| EBIT | 578 | 422 | +37% |
| Financial Income / (expenses) | (285) | (250) | +14% |
| Share of profits of associates | (2) | 22 | - |
| Pre-tax profit | 2 9 1 | 19 4 | +5 0 % |
|---|---|---|---|
| Income taxes | (45) | (16) | +177% |
| Profit of the period | 245 | 178 | +38% |
| Net Profit Equity holders of EDPR | 16 7 | 12 6 | +3 2 % |
| Non-controlling interest | 79 | 52 | +52% |
Total Equity of 6.8 billion euros increased by 503 million euros in 2015, of which 314 million euros attributable to non-controlling interests. The increased equity attributable to the shareholders of EDPR by 189 million euros is due to mainly the 167 million euros of Net Profit, reduced by the 35 million euros in dividend payments.
Total liabilities increased 11% by +916 million euros, mainly in accounts payable (+375 million euros), financial debt (+318 million euros) and institutional partnerships (+98 million euros).
With total liabilities of 8.9 billion euros, the debt-to-equity ratio of EDPR stood at 130% by the end of 2015, which is an increase from the 126% in 2014. Liabilities were mainly composed of financial debt (47%), liabilities related to institutional partnerships in the US (13%) and accounts payable (26%).
Liabilities to tax equity partnerships in the US stood at 1,165 million euros, and including +254 million dollars of new tax equity proceeds received in the 2015. 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 totalled 15.7 billion euros in 2015, the equity ratio of EDPR reached 43%, versus 44% in 2014. Assets were 80% composed of net PP&E - property, plant and equipment, reflecting the cum ulative net invested capital in renewable energy generation assets.
Total net PP&E of 12.6 billion euros changed to reflect 898 million euros of new additions during the year, 844 million euros due to ENEOP consolidation and 583 million euros from forex translation (mainly as the result of a US Dollar appreciation), reduced by 694 million euros for depreciation charges, reclassification of assets to held for sale, impairment losses and write-offs.
Net intangible assets mainly include 1.5 billion euros from goodwill registered in the books, for the most part related to acquisitions in the US and Spain, while accounts receivable are mainly related to loans to related parties, trade receivables, guarantees and tax receivables.
| Statement of Financial Position (€m) | 2015 | 2014 | S% / € |
|---|---|---|---|
| Assets | |||
| Property, plant and equipment, net | 12,612 | 11,013 | +1,599 |
| Intangible assets and goodwill, net | 1,534 | 1,405 | +129 |
| Financial investments, net | 340 | 376 | (36) |
| Deferred tax assets | 47 | 46 | +1 |
| Inventories | 23 | 21 | +1 |
| Accounts receivable – trade, net | 222 | 146 | +76 |
| Accounts receivable – other, net | 338 | 859 | (520) |
| Collateral deposits | 73 | 81 | (7) |
| Cash and cash equivalents | 437 | 369 | +68 |
| Assets held for sale | 110 | 0 | +110 |
| Total Assets | 15 ,7 3 6 | 14 ,3 16 | +1,4 2 0 |
| Equity | |||
| Share capital + share premium | 4,914 | 4,914 | - |
| Reserves and retained earnings | 891 | 742 | +149 |
| Net profit (equity holders of EDPR) | 167 | 126 | +41 |
| Non-controlling interests | 863 | 549 | +314 |
| Total Equity | 6,834 | 6,331 | +503 |
| Liabilities | |||
| Financial debt | 4,220 | 3,902 | +318 |
| Institutional partnerships | 1,165 | 1,067 | +98 |
| Provisions | 121 | 99 | +23 |
| Deferred tax liabilities | 316 | 270 | +46 |
| Deferred revenues from institutional partnerships | 791 | 735 | +56 |
| Accounts payable – net | 2,288 | 1,912 | +375 |
| Total Liabilities | 8 ,9 0 2 | 7 ,9 8 6 | +9 16 |
| Total Equity and Liabilities | 15 ,7 3 6 | 14 ,3 16 | +1,4 2 0 |
In 2015, EDPR generated Operating Cash-Flow of 701 million euros. EDPR continues to benefit from the strong cash-flow generation capabilities of its assets in operation.
The key items that explain 2015 cash-flow evolution are the following:




North America Europe Brazil
Total net dividends and other capital distributions paid to minorities amounted to 115 million euros, including 35 million euros of dividends paid to EDPR shareholders. Forex & Other had a negative impact increasing Net Debt by 277 million euros, also explained by ENEOP consolidation and the impact of US dollar appreciation and other forex translation (+130 million euros in 2015).
All in all, Net Debt increased by 425 million euros, to 3,707 million euros by year end.
| Cash Flow (€m) | 2015 | 2014 | S% / € |
|---|---|---|---|
| EBITDA | 1,14 2 | 9 0 3 | +2 6 % |
| Current Income Tax | (51) | (50) | +3% |
| Net interest costs | (188) | (207) | (9%) |
| Share of profits of associates | (2) | 22 | (107%) |
| FFO (Funds from operations) | 901 | 668 | +35% |
| Net interest costs | 188 | 207 | (9%) |
| Income from associated companies | 2 | (22) | (107%) |
| Non-cash items adjustments | (263) | (130) | +103% |
| Changes in working capital | (127) | (16) | - |
| Operating Cash Flow | 701 | 707 | (1%) |
| Capex | (903) | (732) | +23% |
| Financial Investments | (157) | (19) | +708% |
| Changes in working capital related to PP&E suppliers |
26 | 192 | (86%) |
| Government Grants | 1 | 22 | (93%) |
| Net Operating Cash Flow | (330 ) | 169 | - |
| Sale of non-controlling interests and shareholders' loans |
395 | 215 | +84% |
| Proceeds/(Payments) related to Institutional partnerships |
68 | (70) | (198%) |
| Net interest costs (post capitalisation) | (165) | (180) | (8%) |
| Dividends net and other capital distributions | (115) | (79) | +46% |
| Forex & Other | (277) | (60) | +361% |
| Decrease / (Increase) in Net Debt | (425) | (5) | - |
EDPR's total Financial Debt increased by 326 million euros to 4.1 billion euros, reflecting US Dollar appreciation, investments done in the period and the proceeds from the execution of the asset rotation transactions. Loans with EDP group, EDPR's principal shareholder, accounted or 74% of the debt, while loans with financial institutions represented 26%.
To continue to diversify its funding sources EDPR keeps on executing top quality projects enabling the company to secure local project finance at competitive costs. In 2015, EDPR closed three project finance transactions: i) in Brazil for wind farms under construction with total capacity of 120 MW, in a total amount of 306 million reais; in Belgium for a 14 MW wind farm in operation, for 16 million euros; and in Poland for a 54 MW wind farm in operation, for 167 million of Polish Zlotys.
As of December 2015, 51% of EDPR's financial debt was Euro denominated, 40% was funded in US Dollars, related to the company's investment in the United States, and the remaining 9% 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. Therefore, as of December 2015, 90% of EDPR's financial debt had a fixed interest rate and only 14% had maturity schedule until 2018. 40% of EDPR's financial debt had maturity in 2018, reflecting a set of 10-year loans granted by EDP in 2008, and 46% in 2019 and beyond. As of December 2015, the average interest rate was 4.3%, lower versus 5.2% in December 2014.
Liabilities referred to Institutional Partnerships increased to 1,165 million euros from 1,165 million euros in 2014, due to US dollar appreciation, the benefits captured by the tax equity partners and the establishment of new institutional tax equity financing structures during the period.
| Financial Debt (€m) | 2015 | 2014 | S € |
|---|---|---|---|
| Nominal Financial Debt + Accrued interests | 4,220 | 3,902 | +318 |
| Collateral deposits associated with Debt | 73 | 81 | (7) |
| Total Financial Debt | 4,147 | 3,821 | +326 |
| Cash and Equivalents | 437 | 369 | +68 |
| Loans to EDP Group related companies and cash pooling |
3 | 170 | (167) |
| Financial assets held for trading | 0 | 0 | - |
| Cash & Equivalents | 439 | 538 | (99) |
| Net Debt | 3,707 | 3,283 | +425 |




In Europe, EDPR delivered revenues of 832 million euros, an increase of 85 million euros versus 2014, reflecting the impact from higher electricity output, increasing 8% versus 2014 to 10,062 GWh, and higher average selling price, increasing by 3% versus 2014 to 83 euros per MWh.
In detail, the decrease in revenues was a result of higher revenues in Rest of Europe (+38 million euros), Portugal (+24 million euros) and Spain (+21m million euros, including hedges). Consequently, the contribution from Spain totalled 45%, while contribution from Portugal and Rest of Europe totalled 23% and 32%, respectively.
The average selling price in Europe increased 3% to 83 euros per MWh, mainly driven by higher average selling price in Spanish, following 2014 abnormally low selling price due to weather conditions. In Portugal the average selling price was 95 euros per MWh, lower versus 2014, reflecting ENEOP consolidation since 1st September. In Rest of Europe the average selling price was lower versus 2014, reaching 86 per MWh, mainly impacted by the lower realised price in Romania, with green certificates being sold at the floor of the regulated collar.

Average Selling Price (€/MWh)

Net Operating Costs decreased by 61 million euros, to 141 million euros, mainly explained by the increase in Other operating income following the gain subsequent to the control acquisition of certain assets of ENEOP, partially mitigated by the increase in Other operating costs on the back of write-offs of certain projects, higher rents and taxes due to the higher capacity in operation. In 2015, Supplies & Services and Personnel Costs per average MW in operation decreased 1% YoY to 41 thousand euros, supported by EDPR's asset management strategy and higher capacity in operation. Reflecting the lower wind resource in the period, Supplies & Services and Personnel Costs per MWh stood stable YoY at 17.6 euros.
All in all, EBITDA in Europe totalled 690 million euros, leading to an EBITDA margin of 83%, while EBIT reached 401 million euros.
| Europe Income Statement (€m) | 2015 | 2014 S% / € | |
|---|---|---|---|
| Revenues | 832 | 747 | +11% |
| Other operating income | 140 | 27 | +428% |
| Supplies and services | (151) | (141) | +7% |
| Personnel costs | (27) | (22) | +19% |
| Other operating costs | (104) | (65) | +59% |
| Operating Costs (net) | (141) | (202) | (30%) |
| EBITDA | 690 | 544 | +27% |
| EBITDA/Net Revenues | 83% | 73% | +10pp |
| Provisions | (0) | (0) | +0% |
| Depreciation and amortisation | (291) | (271) | +8% |
| Amortization of government grants | 2 | 2 | +24% |
| EBIT | 401 | 275 | +46% |
In 2015, Revenues increased 15% to 772 million US Dollars, supported by 9% increase in production and stable overall average selling price.
Average selling price in the region stood unchanged versus 2014, at \$51 per MWh, In the US the average selling price increased to \$51 per MWh, versus \$50 per MWh in 2014, benefiting from higher production towards PPA/Hedge along with higher realised merchant price, as in the 2014 prices were impacted by extreme weather conditions that increased balancing and congestion costs, and in 2015 prices increased mostly due to an increase of REC prices. In Canada, EDPR average selling price was \$113 per MWh, lower versus 2014 mainly reflecting forex translation.
Net Operating Costs increased to 259 million US Dollars, mainly due to the increase in Other operating costs and in Personnel costs, at a lower extend. The increase in Other operating costs was driven by write-offs and by the booking of property taxes related to new wind farms. Reflecting control over costs and strong efficiency levels, Supplies & Services and Personnel Costs per Avg. MW in operation decreased 3% YoY, and decreased by 2% per MWh, impacted by the lower wind resource in the period.
Income from Institutional Partnerships increased to 219 million US Dollars, reflecting in part an one-off event from an update of tax equity investors' postflip residual interest accretion. The projects that opted for the cash grant benefited from lower depreciation charges, booked in the income statement as amortisation of government grants, totalling 23 million US Dollars.
In 2015, EDPR received 268 million US Dollars from institutional tax equity financing structures, related to proceeds of the last tranche of an institutional tax equity financing structure signed in October 2014 and from two institutional partnership structures signed 2015, for 99 MW of Rising Tree South and 100 MW Arbuckle wind farm.
In addition, in 2015, EDPR signed an institutional partnership structure for the 199 MW Waverly wind farm, which financial closing occurred in the beginning of 2016.
All in all, EBITDA went up 7% to 513 million US Dollars, leading the EBITDA margin to increase to 66%.
| North America Income Statement (US\$m) | 2015 | 2014 | S% / € |
|---|---|---|---|
| Electricity Sales & Other | 553 | 508 | +9% |
| Income from Institutional Partnerships | 219 | 164 | +33% |
| Revenues | 772 | 672 | +15% |
| Other operating income | 22 | 23 | (4%) |
| Supplies and services | (149) | (145) | +3% |
| Personnel costs | (45) | (37) | +21% |
| Other operating costs | (88) | (36) | +146% |
| Operating Costs (net) | (259) | (194) | +33% |
| EBITDA | 513 | 477 | +7% |
| EBITDA/Net Revenues | 66% | 71% | (5pp) |
| Provisions | 0.2 | 0.0 | - |
| Depreciation and amortisation | (320) | (292) | +9% |
| Amortization of government grants | 23 | 23 | +0.1% |
| EBIT | 216 | 208 | +4% |




Cash Grant
In Brazil, EDPR reached revenues of 79 million reais, representing a year on year increase of 1%, explained by the higher average selling price.
The average selling price in Brazil increased 7% to R\$370 per MWh, basically reflecting the PPA update price according with inflation type adjustment.
In Dec-15, EDPR had 84 MW of wind installed capacity in Brazil, being all under incentive programs for renewable energy development. Under these programs the projects were awarded 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 increased during the year by 3 million reais, mainly due to higher Other operating costs and at a lesser extend due to the increase in personnel costs and in supplies and services. Following the outstanding top line performance, in 2015, EBITDA reached 45 million reais, a decrease of 5% versus previous year, with the EBITDA margin decreasing to 58%.
| Brazil Income Statement (R\$m) | 2015 | 2014 S% / € | |
|---|---|---|---|
| Revenues | 79 | 78 | +1% |
| Other operating income | 2 | 0 | - |
| Supplies and services | (21) | (19) | +7% |
| Personnel costs | (6) | (4) | +39% |
| Other operating costs | (10) | (8) | +27% |
| Operating Costs (net) | (34) | (31) | +9% |
| EBITDA | 45 | 48 | (5%) |
| EBITDA/Net Revenues | 58% | 61% | (3pp) |
| Provisions | 0.0 | 0.0 | - |
| Depreciation and amortisation | (19) | (19) | +3% |
| Amortization of government grants | 0.1 | 0.1 | +10% |
| EBIT | 27 | 29 | +18% |
The following are the most relevant events from 2015 that have an impact in 2016 and subsequent events from the first months of 2016 until the publication of this report.
For Additional information on these events, please refer to Note 40 of EDPR Consolidated Annual Accounts.
In 2015 total payments made from Spanish companies to suppliers, amounted to €106,480 thousands with a weighted average payment period of 70 days, slightly above the payment period stipulated by law of 60 days.
Notwithstanding, the company is maintaining an optimization of its internal processes in order to settle all payments due within the maximum legal period.

EDPR growth over the past years has been supported by our employees' flexibility and team work that have provided the company with the ability to adapt to a changing business in the different realities of the markets where we have presence. As a result, our employees' growth and development are key priorities – we strive to offer outstanding training programs and job opportunities, to provide an interesting career within the Company to our employees and to prepare them for future challenges. As a result, geographical and functional mobility is a fundamental pillar in our HR strategy.
In 2015, EDPR increased its total headcount by 11% when compared to the previous year, exceeding for the first time one thousand employees and closing the year with 1018 employees. 2015 personnel increase follows a solid annual growth rate (CAGR) of 7% since 2008. Our employees are distributed globally, with 20% working at EDPR Holding, 43% within the European Platform, 34% in North American and 3% in Brazil.
The Group's growth and development of the business have led EDPR to invest in people with potential, who can contribute to the value creation.
Our objective is to attract talented people but also to create opportunities for current employees through mobility and development actions, as we believe in the potential of our employees. The HR strategy supports different initiatives to give them visibility and employability throughout the Company. New positions are always offered internally allowing them to grow within the Company. Accordingly, in 2015, 100% of the new Directors have been hired internally and there has been a total of 81 promotions.
Mobility, both functional and geographical, is considered by EDPR as a human resources management tool for organizational development. Therefore, it is strongly supported also 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, considering specific characteristics of the different geographical locations.
EDPR is recognized for hiring exceptional people. Our aim is to position the Company in the labour market as an "employer first choice". In this sense, different initiatives are carried out to enhance employer branding by participating in various employer forums and hosting visits from top-tier universities.
Additionally, EDPR offers an internship program in order to provide young professionals with work experience and to identify future employees who can contribute to the future development of the business.
During 2015, EDPR offered 53 long term internships and 30 summer internships, 19% of which were finally hired. Moreover, in 2015 EDPR hired 189 employees, 37% of which are women.

Visit to one Wind Farm on EDPR Welcome Day
Our selection processes ensure non-discriminatory practices. This is confirmed in the Code of Ethics which contains specific clauses of non-discrimination and equal opportunities in line with the company's culture of diversity.
As EDPR has a strong company culture, we want new hires to adopt this culture and quickly integrate it in the day-to-day activities. To facilitate this process, new hires are involved in numerous workshops and team building activities focused on improving integration and gaining a better knowledge of the company.
Our Welcome Day, a three day event for new hires, allows new employees to obtain basic acquaintance of the company and our business. Depending on the employee's profile, we offer them a visit to one of the wind farms or the remote control dispatch centre.
The development of our employees is a strategic target at EDPR. We offer employees an attractive career development program, as well as a continuing education and training opportunities to stimulate the acquisition of new knowledge and individual skills, while aligning people's training with the Company's internationalization and competitiveness challenges.
In order to support the Company's growth, aligning current and future organization demands with employees' capabilities and to fulfil their professional development, EDPR has designed Development Programs adapted to Middle Management whose main target is to provide tools that may be helpful for facing new responsibilities.
During 2015, EDPR carried out the following Programs:

COAC H I NG PRO GRAM : intended for employees who have previously participated in the High Potential Program. Conducted by an external coach, provides guidance to Directors of the Company that act as Coaches for the Participants along the Program. This Program allows participants to fine-tune their skills with the support of a Director during the Coaching Sessions.
In addition to these specific Development Programs, each year, a customized Training Plan is created for all our employees based on the results of a 360 potential appraisal process to define their training needs, providing a framework that aims to align current and future organization demands.
In 2015, we spent a total of 38.618 training hours, representing 37.9 hours of training per employee. Almost all the employees (99%) received training during 2015.
To achieve our training and new employees' integration strategy, the Renewable Energy School plays a fundamental role. Created in 2011 in the framework of the corporate EDP University, shares the mission of promoting the development of individuals, facilitating learning and sharing of knowledge generated within the Group and developing the skills needed to ensure the sustainability of the businesses operated by EDP in all the geographic settings in which the company is present. The ambition of the School goes beyond pure training, the School emerged as a platform for sharing knowledge, experience and best practices across the company.
During the year, 33 training sessions were delivered in Europe, United States, and Brazil, representing a total of 7.042 training hours and 780 attendances (540 employees reached which represents 53% of the headcount). The School engaged 103 experts within the organization to deliver the training sessions, 48% of whom were Directors and Head of department, which enhances the transfer of knowledge.
Current challenges of EDP Group include new requirements so this year our potential analysis model have been improved with two main goals:
Amplify is the new model for analysing skills and potential and for identifying development actions to help employees on their goals achievement. This process builds the future, taking into account that the better our skills are, the better way we impact both the people around us and the organisation.
This model is intended to promote a culture where employees receive feedback on an ongoing basis, because this is essential to ensure alignment with EDP group and to promote development.
We want to recognize the work and talent of our employees, so we are committed to offer a competitive compensation and benefits packages. The compensation policy addresses the needs of local markets and provides flexibility to adapt to the specifics of each region. The fixed base compensation is completed by a variable component that depends on an individual evaluation measured against individual, area and company KPIs.
In addition, we understand the importance of maintaining a balance between work and personal commitments. This understanding has led to an increase of employees' satisfaction, while boosting productivity and morale. Work Life Balance (WLB) for us is more than measures for employees with children, it is a set of initiatives to promote a positive work climate where employees can develop their career and give their best. And we believe that WLB must be a shared responsibility. We seek to constantly improve our WLB program and provide the most suitable benefits to employees. We even define often specific benefits that are tailored and applicable to certain countries where EDPR is present.
Since 2011, EDPR's practices have been recognized with the Family Responsible Employer Certification (EFR-Empresa Familiarmente Responsable) by the MásFamilia Foundation, in Spain. This certification has been renovated and taking the recognition to the next level defining EDPR as a "Proactive Company", which reflects our commitment to promote a healthy work-life balance for our employees.
In addition, EDPR has been ranked one more year among the 50 best companies to work in 2015 as determined by the Great Place to Work rankings in Spain and Poland. We are sure that a motivated workforce aligned with the company's strategy is one of the key drivers behind our ability to deliver on results.
Our focus in 2015 has been to continue improving our internal communications, and to keep employees informed, motivated, and committed to the company's strategy. Moreover, our global presence with employees from 28 nationalities require us to listen and provide feedback on the different ambitions and expectations. In 2015, we have developed a Climate survey with new topics and questions in an effort to better reflect employees' reality. EDPR and EDP Group have strategically invested in this area with innovative communication channels that have consistently been recognized internationally for their mix of dynamism and creativity.
These are our internal communication channels that keep employees informed and connected every day:
In addition to these communication channels, we hold companywide Annual Meetings that allow employees to streamline their long-distance communication to improve their day-to-day work, share their concerns, and get to know the business goals set by EDPR's top management. We also hold meetings and team building events; conference calls regarding results, and a robust website that informs both internal and external stakeholders.
In this sense, in 2015 we have initiated the "Talking to Improve" initiative, where different departments are invited to share with the CEO its surveys services results, with the internal feedback provided by other departments about the service offered, and identify areas for improvement and strengths.
All of these communication efforts work to motivate employees, promote knowledge sharing and bring people together.
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 and contributions due in accordance with the applicable Constitution and remaining laws of those States, 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 €167m in year 2015. Moreover, EDPR's Social Security contribution amounts to €11m.

DISTRIBUTION OF EDPR GROUP'S TAX PAYMENTS BY COUNTRY
Brazil

Corporate Income Tax Energy Tax Property & Land Taxes Other Tributes
EDPR voluntarily promotes and supports social, cultural, environmental and educational initiatives with the purpose of contributing to the sustainable development of its business and in order to uphold its strategic vision.
The goal is to make a positive impact on the communities where we operate, and to maintain and enhance our reputation as a responsible company working for the common good. EDPR plans for the results it intends to achieve, and evaluates projects it is involved in, according to international standards for corporate social investments (London Benchmarking Group).
EDPR IN 2015:
We are also well aware of the impact our activity has on the local communities where our wind farms and solar PV plants are located. We work to maximize the potential benefits for the company and for the residents of those communities through open communication with our stakeholders.
Maintaining an ongoing dialog with community members is an integral part of our business activity. We carry on discussions and meetings with local stakeholders during all phases of the development and operation of our power plants, to learn about their concerns and to determine the best way to address them. It is also an opportunity to communicate some of EDPR's core values to the local community.
The mission of the EDP Foundation in Spain is to strengthen the commitment of the EDP Group with sustainable development across the country. The foundation puts a special emphasis on social, cultural, environmental and educational initiatives. During 2015, the EDP Foundation in Spain has supported a series of initiatives that were funded by EDPR.
The EDP Solidaria program gives recognition and financial support to projects created by associations, institutions and NGOs with the aim of improving the quality of life and helping to socially integrate the most inneed populations.
In this first edition of EDP Solidaria 2015, the EDP Foundation in Spain received a total of 37 nominations for the awards. 11 of the proposed projects were selected and will receive a total contribution of 344,000 euros. The jury for the awards consisted of officials from different areas of the EDP group and the project implementation will be overseen by managers and volunteers from the company.
The selected projects were all related to a priority area identified, including support for in-need populations, the integration of communities at risk of social exclusion and the promotion of employment and entrepreneurship.
The project for Escardes Wind Farm, in France, has taken community involvement to a different level by allowing people to participate financially.
As a result of growing demand for increased financial participation from local authorities and residents, a crowdfunding initiative has been launched for this windfarm of 12MW, now under construction and with expected completion in the first half of 2016. The purpose was to raise a debt tranche to be held by local community members.
This kind of local participative investment (either in the form of local shareholdings or local loans) is seen as a means to increase public support, minimize litigation, reduce the "Not In My Backyard" attitude, and align interests toward the development of renewable energy projects.
At EDPR, we believe it is essential to meet today's objectives without compromising tomorrow's.
That's why we not only focus on producing clean energy, but also work to support future generations with projects like University Challenge (in its 7th edition), a project that aims to promote the education, creativity and development of university students; Your Energy, an international program that helps children discover the world of renewable energies; and Green Education, an international project to support the education of children and teenagers of families with limited resources.
These projects exist because we believe there is no better way to contribute to society than to support the education and training of generations to come.
To maintain strong and positive long-term relationships with local communities in Poland, the company has organized several events and activities to involve and engage all of the people living in the areas surrounding its wind farms.
During the year, EDPR has been involved in more than 28 events supporting more than 10 communities. Local sports championships, cultural activities promoted with local organizations, educational and environmental activities are among the many initiatives held in Poland in 2015.
In 2015, 600 employees in Europe were invited to be part of something different. Taking advantage of the fact that most of them were gathered together in activity was to put together humanitarian aid kits destined for 329 Syrian refugees in Spain.
EDPR North America supports the local community with many initiatives. One of them was the volunteer work conducted by employees with "Undies for Everyone", a nonprofit organization providing clean underwear to economically disadvantaged children in the Houston area.
More than 800 primary school students in Poland; and participation of more than 1,000 students in Italy
71 scholarships in Spain, 9 in Italy
113 projects, with 284 students from 53 universities

The performance of suppliers is essential for the success of EDPR. The company bases its relationship with suppliers on trust, collaboration and creation of shared value, and this results in a joint capacity to innovate, strengthen sustainability policy and improved quality of operations. This significantly contributes to EDPR keeping the leadership in its areas of operation and it is a factor inducing competitiveness in the markets in which it operates.
EDPR carried out a study to characterize its Supply Chain, including the analysis of the exposure to economic, social and environmental risks. 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.1
At EDPR, 89% of the external spend is concentrated on purchases of good and products (including turbines) and other supplies for energy generation, construction works and other services related to O&M.
EDPR's suppliers are segmented from the point of view of criticality for the business: Critical suppliers: Turbines, BOP (Balance of Plant) and O&M (Operation & Maintenance), and; Non-critical suppliers: (indirect purchases). Over 6400* Suppliers contribute to our success 99%* Local Purchases (purchases in countries of operation of EDPR)
EDPR has defined policies, procedures and standards to ensure the several aspects that fill in with the sustainability of the supply chain, as well as the management and mitigation of environmental, social or ethical risks.

integration of sustainability requirements inpurchases exceeding 500.000€ (policy 0090 and 0080).The company takes into account the specific criteria to adopt the 10 principles of the UN Global Compact, the adherence to the Ethical Code, the Health & Safety and Quality certificates, as well as technical quality and economical/financial solvency of suppliers.
~80%** of EDPR's suppliers in Corporate and Europe and 65%**in North America have requirements related to Global Compact and EDPR's Code of Ethics
1 Analysis performed by PwC using ESCHER (Efficient Supply Chain Economic and Environmental Reporting) tool, based on 2014 purchasing data. Data presented in this chapter resulting from this study is marked with an *.
** Europe information is based on number of transactions and US information scope is for suppliers above 500k€.
| 1 - Policies, Procedures and Standards | ||
|---|---|---|
| Procurement Manual |
EDP Group and EDPR have a Procurement Manual, which includes guidance to each Purchasing Department to put our values and principles into practice. |
|
| EDPR´s suppliers shall know the principles established in the Code of Ethics and they shall agree with them. |
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| EDPR's Code of Ethics |
EDPR requires the formal adherence of the supplier with the principles of the Code of Ethics, through a written declaration of acceptance. |
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| EDPR's Code of Ethics is available in www.edpr.com | ||
| UN Global Compact | EDPR´s suppliers shall accept to comply with the UN Global Compact's ten principles. |
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| The suppliers shall either provide the confirmation as signatories of the United Nations Global Compact directives or provide a written declaration of their acceptance. |
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| Health & Safety System and OH&S Policy |
Health & Safety System, based on the OSHAS 18001:2007 specifications require our employees and all other individuals working on behalf of EDPR to follow best practices in those areas, as required in our EDPR's OH&S Policy. |
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| The health and safety management system is supported by different manuals, control procedures, instructions and specifications. The Health and Safety Management Manual ensures the effective execution of EDPR's OH&S policy. |
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| EDPR´s Health & Safety Policies are available in www.edpr.com | ||
| EDPR´s suppliers 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´s Environment and Biodiversity Policies |
EDPR has implemented, for all its wind farms in operation, an Environmental Management System (EMS) developed and certified according to the international standard ISO 14001:2004. 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. | ||
| EDPR´s Environment and Biodiversity Policies are available in www.edpr.com |
EDPR works with mature suppliers and companies that look to meet the demanding requirements on quality, environment and prevention, as well as to comply with the economical/financial solvency requirements.
The rule "pass or fail" is applied to providers. If they do not meet the main requirements set by EDPR they will not be selected to provide services.
Contracts contain specific clauses regarding to the criteria of service quality, the adoption of the 10 principles of the UN Global Compact, adherence to the EDPR's Code of Ethics and the requirements for health, safety and environmental management.
For all suppliers considered critical, EDPR secures from the bidding to the time of providing the service (work execution or maintenance) that aspects of technical quality, economical/financial solvency, health, safety and environmental management are suitable. One of the requirements is for providers to have quality, environmental, health and safety management certificates.
EDPR monitors Critical suppliers during their services delivery, taking into account aspects as quality, safety, health and environment. EDPR also ensures the compliance with standards, commitments and procedures of EDPR in all value chain.
A) During the construction process, the construction manager is accompanied by a health supervisor and a safety and environmental supervisor and helds weekly meetings with suppliers, including performance reports. Contactors receive feedback and improvement plans are established in the areas of quality, health, safety and environment.
In addition, the company also has external supervision in aspects of quality and safety and health.
share with EDPR their new solutions, products or upgrades to improve collaborati on between both parties.
Providers
B) During the process of wind farms operation, EDPR counts with supervision by the Wind farmmanager, responsible for service quality and compliance with the rules and health, safety and environmental procedures. These processes are reinforced by the management systems of health and safety and environmental management, supported by safety, health and environmental technicians. Contractors integrate these management systems, as their health, safety and environmental performance is crucial for EDPR.
The relevant aspects for EDPR in relation to sustainability in the supply chain are: Health and Safety, Respect for the Environment, Ethics, Local Development and innovation.These aspects are expressed in Procurement Manual.
The goals defined for this occasion focused mainly on sharing the company's health and safety policy aspects that affect collaborating companies working at our facilities as well as to inform them about the internal procedures that all companies collaborating with EDPR must follow.
With this new action, we aim to demonstrate the commitment and leadership of EDPR' Management with respect to health and safety, with the ultimate purpose of achieving our goal of "Zero Accidents". 72% 68% 74% 80%
68% of EDPR's suppliers in Corporate and Europe and 45% in North America had Occupation Health & Safety System (OHS) (Corporate and Europe includes suppliers above 500k euros)
11 338 Hours of training on OHS to EDPR's Suppliers, involving 147 companies and 2378 workers
552 Audits to Suppliers in the scope of OHS

80% of EDPR's suppliers in Corporate and Europe and 32% in North America had environmental systems (Corporate and Europe includes suppliers above 500k euros)
GHG emissions associated to EDPR's direct and indirect Supply Chain, 5%* of which related to Tier1 Suppliers
~80% of EDPR's suppliers in Corporate and Europe and 65% in North America were screened using criteria for impacts on society
More than 20 000* employment associated to EDPR's Supply Chain
More than 735* Million EUR gross value added associated to EDPR's Supply Chain

~80%* of EDPR's suppliers in Corporate and Europe and 65%* in North America were screened using labour practices criteria and human rights criteria
~0%* EDPR's direct suppliers identified as having significant risk for incidents of child labour, forced or compulsory labour, freedom of association
** Europe information is based on number of transactions and US information scope is for suppliers above 500k€.
Guaranteeing the health, safety and well-being of our employees and contractors is a top priority at EDPR, and this commitment is supported by our Health and Safety policy.
At EDPR, we are conscious that we work in a sector that is particularly sensitive to the occupational risk. Therefore, we place special emphasis on prevention by training, communicating and certifying our facilities.
As an integral part of our health and safety strategy, employees participate in training courses and risk assessment activities based on the potential risks associated with their position. Our employees follow the guidelines rigorously and strive to achieve a safe workplace for all those who provide services in our facilities.
Committees and subcommittees throughout EDPR support the implementation of health and safety measures. These committees collect information from different operational levels and involve employees with the creation and communication of a preventative plan.
In order to achieve our zero accidents goal, EDPR has implemented health and safety management systems based on the OSHAS 18001:2007 specifications. The standards and procedures of these systems are adapted to the specifics of each geography where they are implemented, and are developed based on country regulation and industry best practices. Our commitment to the health and safety of our employees and contractors is further supported through the OHSAS 18001 certification. EDPR is working actively to have all installed capacity certified by 2017.

The implementation of our health and safety management systems allow us to record and monitor the number of accidents, which aids us in achieving our zero accident goal. During 2015, EDPR registered 27 accidents. The trend is decreasing in Europe and US but it is compensated by higher short-term absence accidents in Brazil, impacted by higher construction activity in the country, which led to an increase in the frequency rate. Additionally, the severity rate increased, due to one long-term absence coming from 2014 and three during 2015, which have led to 63% of the total days lost.
Overall, the trend is improving despite the increase in number of accidents in Brazil. A greater focus on communication of our policies, plus the realization of the benefits from OHSAS certification that occurred at the end of this year in Brazil, will help drive the improvement of these statistics.
EUROPE AND US HAVE LOWER H&S INDICATORS DUE TO MORE TRAINING HOURS AND EMERGENCY PLANS BOTH FOR STAFF AND CONTRACTORS.

*OHSAS 18001 certification *Calculation based on 2014YE installed capacity. Installation are certified the year after been reported.
EDPR is committed to protect the environment, we complement our strategy of fighting against climate change with an environmentally responsible management of our wind farms. This strategy is based on the Environmental and Biodiversity policies. Our policies reflect a responsible management of the environment along the whole value chain.
The operation stage of wind farms, with a useful life of 25 years, stands as the core of our business. According to this, we are really conscious of the importance of proper management of environmental matters in our facilities in operation, which is 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.This standard is considered the world's benchmark for EMS Management Systems and is a guarantee that EDPR sites, regardless of its regulatory environment are aligned and at the same level of compliance. 92%* of EDPR's installed capacity is covered by ISO 14001 certification. Additionally, in the frame of the Sustainability roadmap 2013-2017, EDPR has the goal to certify 100% of the installed MWs by end 2017.
EDPR is committed to promote environment conservation and aspires to have an active role in contributing to the world's objective of reducing climate change. To do so, we take environment into consideration in all our business activities, seeking a positive balance.
Growth in wind and solar installations will lead to a substantial reduction in CO2 emissions.
Promoting a shift from conventional fossil fuels to renewable energy is one of the most effective and feasible near-term ways of mitigating climate change.
Aspect: EDPR co-exists peacefully and abundantly with most wildlife. Even though mitigating climate change is the best way to protect biodiversity, we are aware that our operations can have an impact on the local flora and fauna where our windfarms are constructed and operated.
Aspect: We produce clean and green energy, water-free and with low wastes generation. Even though we are in a clean energy business, we go beyond our commitment with the close monitoring of operations and by fostering a corporate culture of responsibility.
MITIGATION OR COMPENSATION MEASURES:
Aspect: Given our activity and locations, oil spills and fires are the major environmental-related emergency risks. The EMS is designed to prevent emergency situations but in case they happen, the system covers the management of these, including the near-miss situations.
MITIGATION OR COMPENSATION MEASURES:
Aspect: EDPR considers local communities at the centre of its operations creating shared value but we are also aware that our operations could impact local neighbours with discomforts such as visual impact or noise.
Innovation is about new technologies for more renewable energy - such as offshore wind - but that is not all: it is also about attitude, looking for ongoing improvement every day at what we do.
Our company has been implementing successful innovative solutions to increase the operational and economic performance of our assets for years, throughall the lifecycle of our projects: improving the design of the layouts to achieve the best wind resource, decreasing construction costs and risks and increasing the production of our operational power plants developing new technological solutions designed in-house.
After great results, the innovation efforts will continue in our onshore operations, as well as EDPR's new focus on finding feasible solutions in the offshore section of our business. To do so our company participates in two projects that focus on the foundations, one of the most important elements of the power plant. Both based in the coast of Aguçadoura (north of Portugal), thus sharing knowledge and resources, WindFloat and DEMOGRAVI3 will help to reduce costs opening new markets for the offshore wind industry.
The 'WindFloat' project is one of the flagstaffs of the renewable R&D project list at EDP, with a deep waters offshore prototype that has reported excellent results after four years in operation under harsh conditions, having to endure waves up to 15 meters high, off the northern coast of Portugal.
This is the most ambitious innovation project on floating offshore technology conducted worldwide so far, the first wind energy turbine in open waters in the Atlantic ocean, and also the first time for a triangular semisubmersible floating structure supporting a 2 MW wind turbine allowing the utilization of offshore winds with great stability at water depths below 40 meters, existing at long distances from the coast. It is the first offshore wind energy project in the world not requiring the use of any heavy offshore lifting equipment. The whole process of final assembly, installation and commissioning was performed on land, in a controlled environment. When the construction on land was completed in dry docks, the structure was towed for about 350 kilometres in the open water. The capability to undertake the towing operation under such circumstances can be attributed to the performance and stability of WindFloat. These factors also allow any ready-to-use commercial wind turbines of any manufacturer to be installed on WindFloat. The project is a partnership between EDP, Repsol, Principle Power, A. Silva Matos, Vestas and InovCapital and is also supported by the Innovation Support Fund (FAI), involving more than 60 suppliers, more than two thirds are Portuguese.
After successfully finalizing the first phase of the project, next steps consists on the installation of a full scale floating wind farm of 27 MW.

In November 2015 EDP was granted European funding to develop new technology for offshore wind power. DEMOGRAVI3 is a project that aims to develop an innovative gravity based foundation for offshore wind turbines and will be funded by the European Commission's Horizon 2020 programme.
The consortium developing this new project will be coordinated by EDP, through EDPR. DEMOGRAVI3 will test a wind turbine with an innovative gravitational foundation made of concrete and steel. The project will last for four years, including the installation of a wind turbine taking advantage of the underwater cable connecting the WindFloat turbine to a substation on land.
Unlike the solution based on a floating platform successfully tested with Windfloat, DEMOGRAVI3 will be installed on the seabed, although it will already be assembled and floated to the mooring place. The whole structure of the turbine and its constituent elements will be assembled on shore and then transported. The main innovation of this structure thus avoids the necessity for heavy lift vessels to anchor and assemble all the turbine components in an offshore environment.
The project includes other technological partners such as: TYPSA, ASM Energia, Univ. Politécnica de Madrid, WavEC, Acciona Infraestructuras, Fraunhofer Gesellschaft IWES, Gavin & Doherty Geo Solutions and Global Maritime AS.
&25325\$7(*29(51\$1&( REPORT 2015

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REPORT 2015



&25325\$7(*29(51\$1&( REPORT 2015

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 NYSE Euronext Lisbon regulated market.
ISIN: .............................................. ES0127797019 LEI:.………………………..529900MUFAH07Q1TAX06
Bloomberg Ticker (NYSE Euronext Lisbon): .... EDPR PL Reuters RIC: ............................................. EDPR.LS
EDPR main shareholder is EDP – Energias de Portugal, S.A., Sucursal en España (hereinafter referred as "EDP"), with 77.5% of share capital and voting rights. Excluding EDP Group , EDPR shareholders comprise more than 72,000 institutional and private investors spread across 23 countries with main focus in the United States.
Institutional Investors represent about 91% of Company shareholders (ex-EDP Group), mainly investment funds and socially responsable investors ("SRI"), while Private Investors, mostly Portuguese, stand for 9%.
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 60 days of the change of control event.
In the cases of intra-group services agreements and according to the Frame Agreement signed between EDP Renováveis S.A. and EDP Energias de Portugal S.A., the contracts will maintain their full force as long as 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. Even if the share capital of EDP or its voting rights are below 50%, the contract is maintained as long as 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 holdings. 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 2015.
On December 18th 2015, EDPR received a notification regarding EDP qualified holdings. According to this notification a block of 135.256.700 ordinary shares representative of 15.5% of EDPR share capital and voting rights, previously held by Hidroeléctrica del Cantábrico, S.A., were attributed to EDP as a result of a direct holding under the terms and for the purposes of the first part of article 20 of the Portuguese Securities Code.
The change on the type of attribution of voting rights to EDP results from the acquisition by EDP to Hidroeléctrica del Cantábrico, S.A. ("HC"), a company wholly owned by EDP, of such block of shares.
As a result of the change on the type of attribution of voting rights, EDP now holds directly, through its Spanish branch, a qualified shareholding of 77.5% of the share capital and voting rights of EDPR, corresponding to 676,283,856 ordinary shares. Also, as a result of the above mentioned acquisition, HC no longer holds any qualified shareholding in EDPR.
As of December 31st 2015 the following qualified holdings were identified:
| SHAREHOLDER | # Shares | % Capital | % Voting Rights | |||
|---|---|---|---|---|---|---|
| EDP – Energias de Portugal, S.A. – Sucursal en España |
676,283,856 | 77.5% | 77.5% | |||
| EDP detains 77.5% 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 Comisíon Nacional del Mercado de Valores (CNMV) its indirect qualified position as collective investment institution. |
||||||
| Total Qualified Holdings | 703,432,894 | 80.6% | 80.6% |
As of December 31st 2015, EDPR's shareholder structure consisted of a total qualified shareholding of 80.6%, with EDP and MFS Investment Management detaining 77.5% and 3.1% of EDPR capital respectively.
The table below reflects the number of EDPR shares owned, directly or indirectly, by the Board Members, as of December 31st of 2015. The transactions of shares by EDPR Board Members are reported 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).
| Transactions in 2015 | # Shares as of 31st Dec 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Board Member | Type | Date | #Share s |
Pric e |
Direct | Indirect | Total |
| António Mexia | 3,880 | 320 | 4,200 | ||||
| João Manso Neto | - | - | - | ||||
| Nuno Alves | 5,000 | - | 5,000 | ||||
| Miguel Dias Amaro | 25 | - | 25 | ||||
| João Paulo Costeira | 3,000 | - | 3,000 | ||||
| Gabriel Alonso | 26,503 | - | 26,503 | ||||
| João Manuel de Mello Franco | 380 | - | 380 | ||||
| Jorge Santos | 200 | - | 200 |
03
| Transactions in 2015 | # Shares as of 31st Dec 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Board Member | Type | Date | #Share s |
Pric e |
Direct | Indirect | Total |
| João Lopes Raimundo | 170 | 670 | 840 | ||||
| António Nogueira Leite | 100 | - | 100 | ||||
| Manuel Menéndez Menéndez | - | - | - | ||||
| Gilles August | - | - | - | ||||
| José Ferreira Machado | 630 | - | 630 | ||||
| Acácio Piloto | 300 | - | 300 | ||||
| Francisca Guedes de Oliveira | - | - | - | ||||
| Allan J. Katz | - | - | - |
The Board of Directors is vested with the broadest powers to manage, supervise and govern the Company, with no other limitations besides the powers expressly granted to the exclusive jurisdiction of General Meetings in Article 13 of the Company's Articles of Association or in the applicable law. Within this context, the Board is empowered to:
As of April 9th 2015 the General Shareholder's Metting approved the delegation to the Board of Directors of the power to issue in one or more occasions any:
As part of such delegation, the General Sharholder'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, during a five year period since this resolution was adopted. This delegation may be exercised by the Board of Directors within the limits provided under the law and the By-Laws
CORPORATE GOVERNANCE REPORT 2015 04
Additionally, 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 have not been 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 consideration of the conditions of the Company, the market, or any particularly relevant events or circumstances that justify said decision, of which the General Shareholders' Meeting must be informed at the end of the time limit or limits for performing it.
On December 24th, 2014 a modification to the Spanish Companies Law entered into force (Ley 31/2014). This Law is applicable as of January 2015. Accordingly to these modifications, EDPR has modified its Articles of Association and the regulations of the Board of Directors including, among others, the following modifications:
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 the Chairman of the General Shareholders' Meeting, 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 term.
The Chairman of the Board of Directors is António Mexia, who was re-elected on the General Shareholder's Meeting of April 9th, 2015 for a three-year term.
The Secretary of the General Shareholders' Meeting is Emilio García-Conde Noriega who was nominated as Secretary of the Board of Directors on December 4th, 2007. The Secretary of the Board of Directors mandate does not have a date for the end of the term 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 the appropriate human and logistical resources for his needs. Therefore, in addition to the resources provided by the Company' Secretary the Company hires a specialized entity to collect, process and count the votes 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, irrespective of the number of shares that they own, may attend at General Shareholders' Meeting and take part in its deliberations with right to speak and vote.
In order to exercise their right to attend, the Company informs in its Summon and Shareholders Guide of the General Shareholders' Meeting that the shareholders must have their shares registered in their name in the Book Entry Account at least five (5) days prior to the date of the General Shareholders' Meeting.
Any shareholder with the right to attend may be represented at the General Shareholders' Meeting by a third party, even if this person is not a shareholder. Such Power of Attorney is revocable. 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.
Said powers of attorney shall be specific to each General Shareholders' Meeting and can be evidenced, in writing or by remote means of communication, such as mail post.
Shareholders may vote on the meeting's agenda, relating to any matters of the Shareholder's competence, by mail or electronic communication.
Remote votes can be revoked subsequently by the same means used to cast them within the time limit established for that purpose or by personal attendance at the General Shareholders' Meeting by the shareholder who casted the vote to his/her representative.
The Board of Directors approves a Shareholder's Guide for the General Shareholders' Meeting, detailing mail and electronic communication voting forms among other matters. It is at the shareholder's disposal at www.edprenovaveis.com.
Votes by mail shall be sent in writing to the place indicated on the Summon of the meeting, accompanied by the documentation indicated in the Shareholder's Guide. Pursuant to the terms of Article 15 of the Articles of Association, 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.
In order to vote by electronic communication, the shareholders who requested it will receive a password within the time limit and in the form established in the Summon of the General Shareholders' Meeting. Pursuant to the terms of article 15 of the Articles of Association, electronic votes must be received by the Company before midnight (24.00 hours) of the day before the scheduled meeting date of first call.
EDPR has approved on the last General Shareholders Meeting of April 9th, a modification of the Articles of Association in order to adapt them to the changes introduced by the regulation set by the New Spanish Law, which are more favourable to the shareholders, and more protective of their position. Among others, one of such modifications was related to the qualified quorum and the reinforced majority as described below.
According to EDPR's Articles of Association and as established on the law, both ordinary and extraordinary General Shareholders' Meetings are validly constituted when first called if the Shareholders, either present or represented by proxy, represent at least twenty five percent (25%) of the subscribed voting capital. On the second call, the General Shareholders' Meeting will be validly constituted regardless of the amount of the capital present.
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 of preemptive 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 by proxy, represent at least fifty percent (50%) subscribed voting capital and, on second call, at least twenty five percent (25%) of the subscribed voting capital.
In relationto 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 two-thirds (2/3) of the present or represented capital in the General Shareholders' Meeting will be required in order to approve these resolutions.
EDPR has not established any mechanism that may intend to cause mismatching between the right 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. EDP Renováveis' corporate organization 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 to the public 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 in corporate governance.
EDPR has adopted the governance structure in effect in Spain. It comprises a General Shareholders' Meeting and a Board of Directors that represents and manages the Company.
As required by law and the 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 posts its updated Articles of Association as well as its Committees Regulations at www.edprenovaveis.com.
The governance model of EDPR was designed to ensure the transparent, meticulous separation of duties and the specialization of supervision. EDPR' bodies for the management and supervision model are the following:
The purpose of the choice of this model is to adapt, to the extent possible, 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 the 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 adopted by the shareholders is appropriate to the corporate organization of EDPR 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 nominations (including by co-option), re-elections, dismissal and remuneration of Board Members and of its duties, as well as regarding 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 nomination and re-election of the Directors and of the members of the various Committees by presenting a proposal with the names of the candidates that considers have the best qualities to fulfil the role of Board Member. The Board of Directors submit a proposal to the General Shareholders' Meeting, which should be approved by majority for an initial period of three (3) years and may re-elect these members once or more times for further periods of three (3) years.
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 Directors, and in such case said shareholders are entitled to nominate a number of Directors equal to the result of the fraction using only whole amounts. Those 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 Articles 23 of the Articles of Association and 244 of the Spanish Companies Law, the Board of Directors may co-opt a shareholder, who will occupy the position until the next General Shareholders' Meeting, to which a proposal will be submitted for the ratification of said co-option. Pursuant to Article 248 of 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 re-elected 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. The current 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 |
| Nuno Alves | Director | 18/03/2008 | 09/04/2015 | 09/04/2018 |
| Miguel Dias Amaro* | Director | 05/05/2015 | - | Until the next General Shareholder's Meeting |
| Gabriel Alonso | Director | 21/06/2011 | 09/04/2015- | 09/04/2018 |
| João Paulo Costeira | Director | 21/06/2011 | 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 |
*On May 5th 2015, Miguel Amaro was elected by co-option as Member of the Board of Directors. The co-option proposal was made in accordance to the Article 23.2 of EDPR's Articles of Association. The term of this co-option will be in full force until the next General Shareholder's Meeting, to which a proposal of ratification will be submitted according to the terms explained in the topic 16 above.
At the last Ordinary General Shareholder's Meeting, which took place on April 9th, 2015 fourteen (14) Members of the Board were re-elected for a three-year term (3), and two new directors were nominated. Likewise, during 2015, Rui Teixeira, Jose Araújo e Silva, Rafael Caldeira Valverde and João Marques da Cruz ceased to be Members of the Board.
EDPR's Articles of Association, which are available for consultation on the 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.
Following the recommendations of CMVM, Article 12 of the Board of Directors regulations requires that at least twenty-five percent (25%) of the Members of the Board have to be independent. 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 shareholders with significant holdings, or its Directors and comply with the other legal requirements.
In addition, pursuant to Article 23 of the Articles of Association, the following may not be Directors:
The Chairman of EDPR's Board of Directors does not have executive duties.
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 incompatibility criteria's 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 |
- |
| Nuno Alves | Executive Director | - |
| Miguel Dias Amaro | Executive Director | - |
| Gabriel Alonso | Executive Director | - |
| João Paulo Costeira | 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 |
The 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 is available in the Annex of this Report.
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Qualifying Shareholders in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholder's holdings. As of December 31st 2015, 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.

EDPR's Board of Directors Regulations is available to the public on the Company's website at www.edprenovaveis.com and at the Company's headquarters at Plaza de la Gesta, 2, Oviedo, Spain.
The Board of Directors held seven (7) meetings during the year ending on December 31st, 2015. Minutes of all meetings were drawn. The table below expresses the attendance percentage of the participation of the Directors to the meetings held during 2015:
| Board Member | Position | Attendance |
|---|---|---|
| António Mexia | Chairman and Non-Executive | 85,71% |
| João Manso Neto | Executive Vice-Chairman and CEO | 100% |
| Nuno Alves | Executive | 85,71% |
| Miguel Dias Amaro | Executive | 100% |
| Gabriel Alonso | Executive | 100% |
| João Paulo Costeira | Executive | 85,71% |
| Board Member | Position | Attendance |
|---|---|---|
| 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 | 100% |
| Gilles August | Non-Executive and Independent | 43% |
| Acácio Piloto | Non-Executive and Independent | 85,71% |
| António Nogueira Leite | Non-Executive and Independent | 100% |
| José Ferreira Machado | Non-Executive and Independent | 85,71% |
| Allan J. Katz | Non-Executive and Independent | 100% |
| Francisca Guedes de Oliveira | Non-Executive and Independent | 100% |
The percentage reflects the meetings attended by the Members of the Board, provided that Miguel Amaro, Allan J.Katz and Francisca Guedes de Oliveira joined the Board as of the May 5th 2015 and April 9th 2015 respectively, and therefore, the percentage expressed is calculated over the meetings celebrated since then. During 2015, only João Paulo Costeira delegated once his voting rights to the Vice-Chairman of the Board
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 de effective functioning of its Committees as well as the performance of the delegated bodies and Directors designated.
The criteria's for assessing the Executive Directors' performance are described on topics 70, 71 and 72 of this Report.
EDPR's members of the Board of Directors 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 created four Committees:
The Board of Directors' Committees regulations are available to the public 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 two-thirds (2/3) of the members of the Board of Directors.
The Board of Directors established the number of members of the Executive Committee in five (5), plus the Secretary. The current members are:
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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 April 9th 2015, in order to adapt them to the changes of the New Spanish Law. The committee regulations are available to the public at www.edprenovaveis.com.
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, shall send to the Chairman of the Audit and Control Committee invitations to the Executive Committee meetings and the minutes of those meetings. The Chairman of the Board of Directors also receives the minutes of the meetings of the Executive 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 delegated, with the exception of the following:
In 2015 the Executive Committee held 49 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 Articles 8 and 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 three (3) years after which he may be re-elected for another term of three (3) 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, 2015, the members of the Audit and Control Committee are:
Jorge Santos, who is the Chairman
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:
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 available to the public at 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 2015, the Audit and Control Committee's activities included the following:
The Audit and Control Committee found no constraints during its control and supervision activities.
A report on the activities of the Audit and Control Committee in the year ended on December 31st, 2015 is available to shareholders at www.edprenovaveis.com.
The information regarding the meetings celebrated by this Committee and the attendance of its related members during the year 2015 is described at topic 35.
Pursuant to Article 29 of the Company's Articles of Association and Articles 8 and 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.
The members of the committee shall not be members of the Executive Committee. The Nominations and Remunerations Committee is constituted by independent members of the Board of Directors, in compliance with Recommendation 52 of the Unified Code of Good Governance (Código Unificado de Buen Gobierno) approved by the Board of CNMV February 18th 2015. The code lays down that the Nominations and Remunerations Committee must be entirely constituted by external Directors numbering no fewer than three (3). As it is made up of independent Directors (in Spain the committee may only be comprised of Directors), it complies to the extent possible with the recommendation indicated in chapter II.3.1 of the Portuguese Code of Corporate Governance.
The Nominations and Remunerations Committee consists of three (3) independent members, plus the Secretary.
The current members are:
At the General Shareholder's Meeting celebrated on April 9th 2015 Rafael Caldeira Valverde, ceased to be member of the Board of Directors of EDP Renováveis S.A., and therefore member of the Nominations and Remunerations Committee. In order to fill this vacancy, on the meeting of the Board of Directors celebrated on April 9th, 2015 after the General Shareholder's Meeting, Acácio Jaime Liberado Mota Piloto was nominated as member of the Nominations and Remunerations Committee.
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 still remaining Company Directors.
The Nominations and Remunerations Committee is a permanent body belonging to the Board of Directors with an informative and advisory 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 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 dismissal of senior management personnel. The Nominations and Remunerations Committee shall also inform the Board of Directors on general remuneration policy and incentives to them and the senior management. 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 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 2015 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 the members of the Related Party Transactions Committee shall be and currently are independent.The only non-independent member of this Committee is Nuno Alves.
Members of the Related Party Transactions Committee shall be considered independent if they can perform their duties without being conditioned by relations with EDPR, its majority shareholders or its Directors and, if this is the case, meet the other requirements of the applicable legislation.
The Related-Party Transactions committee consists of two (2) independent members and one (1) nonindependent member, as described above, plus the Secretary.
Until the Board of Directors Meeting celebrated on April9th 2015, the members of this Committee were José Ferreira Machado, Joao Manuel de Mello Franco and Nuno Alves. At the celebration of this meeting, and in accordance of the policy of rotation of the committees' members and the entrance of new ones, Francisca Guedes de Oliveira was nominated as member of the Nominations and Remunerations Committee. As of this date and currently, 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 said 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 there Family Members, such relations must
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15
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 third bullet point above shall not apply to transactions between EDP or its related entities and EDP Renováveis 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 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 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.
2015 ACTIVITY
In 2015, 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, the 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 term of office and the dates of first appointment of the members of the Audit and Control Committee are available on the chart of topic 17.
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 to the public at the Company's website, www.edprenovaveis.com and at the Company's Headquarters at Plaza de la Gesta, 2, Oviedo, Spain.
In 2015, the Audit and Control Committee held sixteen (16) meetings, six (6) of those meetings were formal and the other ten (10) were with the different departments whose activity development was discussed with the Committee.
On March 18th and 19th the Chairman of the Committee and the vocal João de Mello Franco, visited EDPR NA in Houston, where met the local teams to acknowledge the development of their activities.
The Audit and Control Committee also attended three meetings organized by EDP's General Supervisory Board and participated in September on the Annual Meeting of the Audit and Control Committees' of EDP's Group.
The table below shows the attendance percentage to the meetings of the Audit and Control Committee by its members. During the year 2015 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 | 66,66% |
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 arelisted 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 2015.
The services, other than auditing 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 2015 such services reached only around 17% 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 2015 financial year and should be highlighted:
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Within this context, it should be particularly stressed that the External Auditor' 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 SEC 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 pre-approval 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 nominated by the General Shareholders' Meeting and corresponds to the statutory auditor body ("Revisor Oficial de Contas") described on the Portuguese Law. Consequently, the information regarding points 39 to 41 is available on chapter V of the report, points 42 to 47.
The External Auditor is, since 2007, KPMG Auditores S.L., a Spanish Company, whose partner in charge of EDPR 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.
KMG Auditores S.L. is in charge of EDPR's accounts auditing having carried these duties during eight consecutive years from the date EDPR became Public Interest Entity.
According to CMVM's Recommendation IV.3 of its 2013 Corporate Governance Code, the companies shall rotate the auditor after two or three terms whether they are of four or three years, respectively, being the maximum nine years. On the other hand, according to the personal Law of EDPR -the Spanish Law-, recently amended in October 2015, the maximum term for an auditing firm is established in a 10 year term, from the date the company is declared a "Public Interest Entity".
In the case of EDPR, this date when the IPO was launched is 2008. On of December 31st, 2015, KPMG Auditores S.L. has ended its eighth (8th) consecutive year as EDPR's External Auditor from the date that it became Public Interest Entity.
The Company is compliant with Recommendation IV.3 of the Portuguese Corporate Governance Code and also with its personal Law.
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 once a year. The Audit and Control Committee acts as the company speaker for the relevant matters with the External Auditor and 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 2015, according to the Audit and Control Committee's competences and in line with Recommendations 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.
Below are the details of non-audit services provided during 2015 by the External Auditor for EDPR's business units:
KPMG was engaged to provide the above mentioned services due to it's in depth knowledge of the Group's activities and tax related matters. 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.
| € thousand | Portugal | Spain | Brazil | US | Other | Total | % |
|---|---|---|---|---|---|---|---|
| Audit and statutory audit | 85 | 1 080 | 105 | 1 113 | 729 173 | 3 112 | 72,0% |
| Other assurance and reliability services |
- | 453 | - | - | 18 | 471 | 10,9% |
| Sub-total audit related services | 855 | 1 533 | 105 | 1 113 | 747 | 3 583 | 82,9% |
| Tax consultancy services | - | 340 | - | 116 | 16 | 472 | 10,9% |
| Other services unrelated to statutory auditing |
11 | 254 | - | - | 1 | 266 | 6,1% |
| Sub-total non-audit related services |
11 | 594 | - | 116 | 18 | 738 | 17,1% |
| Total | 96 | 2 127 | 105 | 1 229 | 764 | 4 321 | 100% |
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 only be validly adopted with absolute majority. If the shareholders attending represent between the twenty-five percent (25%) and the 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 approve these resolutions.
Accordingly with theentering into force of the new wording of the Spanish Companies Law ("Ley de Sociedades de Capital"), Ley 31/2014, EDPR made the necessaryamendments to the Articles of Association to adapt them to the Law. The modifications introduced were approved on the last General Shareholders' Meeting of April 9th 2015.
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.
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 whistleblower will remain anonymous, provided that this does not prevent the investigation of the complaint. S/he 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 Secretary of the Audit and Control Committee receives all the communications and presents a quarterly report to the members of the Committee.
In 2015 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. On February 2014, the Board of Directors approved an updated version of the Code of Ethics.
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.
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 conclusion to the Ethics Committee of EDPR, which receives, records, processes, and reports it to the Board of Directors.
In 2015 there were no communications to the Ethics Ombudsmen regarding any irregularity at EDPR.
The Ethics Code is available at our website www.edprenovaveis.com
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. This Anti-Corruption Policy implies a series of new 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 also made available in the intranet, in order to ensure appropriate knowledge and understanding of the Policy.
The Anti-Corruption Policy is available at our website www.edprenovaveis.com
EDPR Internal Audit Department is composed by seven people. 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, 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 to 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, that reports both to the Chairman of EDPR's Executive Committee and to EDPR's Audit and Control Committee.
| Board of Directors | ||
|---|---|---|
| Executive Committe |
Audit and Control Committe |
|
| Internal Audit |
EDPR's Risk Management is as an integrating element of all organizational processes and decisions and not a stand-alone activity separated from the main activities of the company. It includes from strategic planning to evaluation of new investments and contracts.
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).
Market, credit and operational 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 2015, EDPR defined or reviewed four Global Risk Policies: Energy Hedging Policy, Counterparty Risk Policy, Operational Risk Policy and Country Risk Policy. These policies are already implemented.
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 Areas, covering the entire business cycle of EDPR, and in Risk Categories, following a standard classification of risks.
Risk Areas are Countries & regulations, Revenues, Financing, Wind turbine contracts, Pipeline development, and Operations. Within each Risk Area, risks are classified in Risk Groups.
Risk Categories are Market, Counterparty, Operational, Business and Strategic. Each Risk Group can also be classified into a Risk Category. Thus, for each Risk Group there is a corresponding Risk Area and Risk Category.
The definition of Risk Categories at EDPR is as follows:
| Risk Area | Risk Group | Risk Category |
|---|---|---|
| Courtified Programodo |
Country East 10 13. Competitive Landscape Rusk: |
Strategic |
| A POLIASPY Rial (19 nemaced) Enantir Production Rak |
Business | |
| Equipemant Del (s)man's East 18 Dectroity Price Rick 17 |
||
| Carmirrodity Prize Kisk EPITALIAM REAR H ESC |
market | |
| DOMANIE TAUTHOR tellation May 10 |
||
| Unutery New Counterparty Credit Rick Courterswy Operational Rial |
Comments of | |
| Invasitments Decisions Criters Rak Tarhaalany Clinneston Risk |
Stratege | |
| For 11 Page | Wind Turbina Price Trips 0 With Turline Budgly Rian |
BUSiness |
| 144.6 11.0 10.0 10.00 10.00 10.00 1 District of Concessions |
日本新生产品可能有限公司 本文由来源: DOPENTION RAIL Development Field |
|
| CE RE TRADIO DOGS A Comments of Children |
ASSESSISTED CELESS FEED FACTORAL Physium Assues Dropomation Technologies Riak |
Operational |
| LAGO Clarts Risk (Cornellarya) II Dafgonna Page. 0 Procession Kick |
||
| Kativiational Kisk | STER COLPLA |
1. Market Risk - It refers to the risk to an institution resulting from movements in market prices, in particular, changes in electricity prices, 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 (other than counterparty).
4. Business Risk - Potential loss in the company's earnings due to adverse changes in business volume, margins or both. Such losses can result above all from a serious deterioration of the weather conditions, or changes in the regulatory environment. Changes in electricity prices are considered a market risk.
5. Strategic Risk - It refers to risks coming from macroeconomic, political or social situation in countries where EDPR is present, as well as those coming from a change in the competitive landscape, from technology disruptions, from investment decisions criteria or from reputational issues.
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 offtakers to eliminate electricity and Green Certificate or REC price risks.
Despite EDPR's strategy of eliminating market price risk, EDPR still has some wind farms 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 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 RPS programs that
allow receiving RECs (Renewable Energy Credit) 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 wind farms in the US do not have PPA and are selling merchant with exposure to electricity and REC price risks. Additionally, some wind farms 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 longterm 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 offtakers, which include the sale of the electricity and the Green Certificate or REC. In some cases, the offtaker 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 2015, EDPR signed new long-term PPAs in the US for 517 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 merchant exposure (i.e. no financial derivatives exist for green certificates nor RECs).
In 2015, EDPR financially hedged most of its remaining merchant exposure in Poland, Romania, Spain and the US. As aforementioned, some US wind farms 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).
EDPR finances its wind farms 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 denominated in different currencies. Consequently, exchange rate fluctuations may have a material adverse effect on financial results.
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.
Taking into account risk management policy and approved exposure limits, the Finance team submits the financial strategy appropriate to each project/location for the Executive Committee's approval. Global Risk Area supports the Finance team in interest rate hedging decisions.
Repricing calendar of debt is continuously monitored together with interest rates in order to detect good timing for interest rate hedging.
EDPR has international operations and is exposed to the exchange-rate risk resulting from investments in foreign subsidiaries. Currency exposure in operating wind farms 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 investments 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 some countries, regulated remuneration is linked to inflation.
Exposure to inflation 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.
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.
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 for financing planned projects.
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 some of the market exposure in OTC/future commodity markets depending on the 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).
During 2015, EDPR updated its Global Counterparty Risk Policy.
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 as defined in Basel Standards and re-evaluated monthly. If threshold is surpassed by any counterparty or by the company as a whole, mitigation measures are implemented in order to remain within the pre-established limit.
If the transactions or portfolio of transactions with the counterparty does 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 notation and replacement cost of the counterparty.
Wind farms 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 (connection of the wind farm 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, lay-out, 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 wind farm, and the installation of the wind turbines, different events (bad weather, accidents, etc) might occur that could imply an over cost or a delay in the commercial operation date of the wind farm:
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.
Wind farms in construction and in operation are exposed to weather hazards, natural disasters, etc. These risks depend on the location.
All wind farms are insured the physical damage during construction and operation. During operation, any natural disaster, weather hazard or accident will be partially insured to revenues lost due to the event.
IT (Information Technologies) risk may occur in the technical network (information network for wind farms 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 wind farms. 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.
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 2015, EDPR was elected as "Great Place to Work" in Spain and Poland.
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.
Internal Audit Department regularly reviews internal processes and recommends the establishment of new controls or the improvement in the implementation of existing procedures.
The amount of electricity generated by EDPR's wind farms 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.
24
Not only the total wind 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. Generation profile will affect the discount in price of a wind farm versus a baseload generation.
Finally, curtailment of a wind farm will also affect its production. Curtailment occurs when the production of a wind farm is stopped by the TSO (Transmission System Operators) for external reasons to the company. Examples of cases of curtailment are upgrades in transmission lines, high level of renewable generation production with low demand (very exceptional).
EDPR mitigates wind resource volatility and seasonality through geographical diversification of its asset base in different countries and regions.
EDPR acknowledges the correlation between different wind farms in its portfolio that allows for this geographical diversification, which enables EDPR to partially offset wind 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 (no generation).
In some geographies there is an inverse correlation between wind volume and electricity price, implying a natural hedge.
EDPR has analysed in detail the potential use of financial products to hedge wind risk, and EDPR 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 wind farm. Generation profile and curtailment of EDPR's wind farms are constantly monitored by Risk department to detect potential future changes.
Output from wind farms and solar plants depends upon the operating availability of the turbines and solar panels and the operating performance of the equipment, mainly the components of wind turbines and transformers.
EDPR mitigates this risk by using a mix of turbine suppliers which minimizes technological risk, avoiding exposure to a unique manufacturer.
EDPR also engages wind turbine suppliers through medium-term full-scope maintenance agreements to ensure alignment in minimizing technology risk.
Finally, EDPR has created an O&M program with adequate preventive and scheduled maintenance program. EDPR externalized non-core technical O&M activities of its wind farms, while primary and value added activities continue controlled by EDPR.
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 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 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 wind turbines is affected, not only by market fluctuations of the materials used in the turbines, but also by the demand of wind turbines.
For every new project, EDPR secures the demand risk that might increase price of the turbines.
The demand for new wind farms may offset the offer of turbines by WTG manufacturers. Currently, the local component requirement in some geographies (Ex: Brazil) creates this shortfall situation.
EDPR faces limited risk to the availability and price increase of WTG´s due to existing framework agreements with major global wind turbines suppliers. The Company uses a large mix of turbines suppliers in order to diversify wind turbine supply risk.
For geographies with specific requirements of local component, EDPR does not engage in a project before securing the supply of wind turbines.
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 parties. 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.
During 2015, EDPR updated its Global Country Risk Policy.
In the renewable business, size can be an advantage or disadvantage in specific situations. For example, in development of wind farms, 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 for EDPR.
To mitigate the risks, at EDPR there is a clear knowledge of our competitive advantages and try 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 or offshore construction, in order to benefit from their knowledge and 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 focuses in onshore wind technology, which in most geographies is the most competitive renewable technology at the moment. However, EDPR is progressively investing in other technologies that are starting to be competitive and may become more efficient in the future, like PV solar and wind offshore.
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.
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 for our children, but also in doing it well, in an ethical and sustainable manner, consequently limiting reputational risk.
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.
During 2015, EDPR defined or reviewed four Global Risk Policies, which are already implemented:
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 steps and checks that are carried out for the preparation of the financial information that will be part of consolidated financial statements are specified.
The procedures for 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 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 supervise 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 activities of internal control systems, including the internal control system over financial reporting.
The annual work plans of the 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 2015, 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 2015 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 favourable opinion on the SCIRF of the EDPR Group, according to ISAE 3000 (International Standard on Assurance Engagements 3000).
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 access 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 – Comisíon 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 NYSE 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 2015, EDPR made 49 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:
Rui Antunes, Head of Planning & Control, Investor Relations and Sustainability Calle Serrano Galvache 56 Centro Empresarial Parque Norte Edificio Olmo – 7th floor 28033 – Madrid – España Website: www.edprenovaveis.com/investors E-Mail: [email protected] Phone: +34 902 830 700 / Fax: +34 914 238 429
In 2015, 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 12 broker conferences, held 20 roadshows and reverse roadshows, along with conference calls and meetings, totalling more than 370 interactions with institutional investors in more than 10 of the major financial cities across Europe and US.
EDPR IR Department was in permanent contact with capital markets agents, namely financial analysts who evaluate the Company. In 2015, as far as the Company is aware, sell̻side analysts issued more than 150 reports evaluating EDPR's business and performance.
At the end of the 2015, as far as the Company is aware of, there were 22 institutions elaborating research reports and following actively EDPR activity. As of December 31st, 2015, the average price target of those analysts was of Euro 6.9 per share with the majority reporting "Buy" recommendations on EDPR's share: 15 Buys, 5 Neutrals and 2 Sell.
| Company | Analyst | Price Target | Recommendation | |
|---|---|---|---|---|
| Bank of America Merrill Lynch | Pinaki Das | € 7.10 | Buy | |
| BBVA | Daniel Ortea | € 7.50 | Outperform | |
| Berenberg | Lawson Steele | € 5.75 | Buy | |
| BPI | Flora Trindade | € 7.80 | Buy | |
| Caixa BI | Helena Barbosa | € 7.70 | Accumulate | |
| Citigroup | Akhil Bhattar | € 6.45 | Neutral | |
| Deutsche Bank | Virginia Sanz de Madrid | € 7.00 | Hold | |
| Exane BNP | Manuel Palomo | € 5.70 | Underperform | |
| Fidentiis | Daniel Rodríguez | € 5.78 | Hold | |
| Goldman Sachs | Manuel Losa | € 6.90 | Neutral | |
| Haitong | Nuno Estácio | € 7.80 | Buy | |
| HSBC | Pablo Cuadrado | € 7.00 | Buy | |
| JP Morgan | Javier Garrido | € 6.50 | Overweight | |
| Kepler Cheuvreux | Jose Porta | € 6.19 | Reduce | |
| Macquarie | Shai Hill | € 6.60 | Outperform | |
| Main First | Fernando Garcia | € 7.00 | Outperform | |
| Morgan Stanley | Carolina Dores | € 7.60 | Overweight | |
| Natixis | Philippe Ourpatian | € 6.40 | Neutral | |
| RBC | Martin Young | € 7.25 | Outperform | |
| Santander | Bosco Mugiro | € 6.50 | Buy | |
| Société Générale | Jorge Alonso | € 7.00 | Buy | |
| UBS | Hugo Liebaert | € 7.50 | Buy |
EDPR representative for relations with the market is Rui Antunes, Head of Planning & Control, Investor Relations and Sustainability Department.
In 2015, EDPR was present in several events with analysts and investors, such as roadshows, conferences, meetings, conference calls and other presentations, communicating EDPR's business plan, strategy and its operational and financial performance.
During the year, IR Department received more than 550 information requests and interacted more than 370 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 2015 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.
EDPR website: www.edprenovaveis.com
| Information: | Link: |
|---|---|
| Company information | www.edprenovaveis.com/investors/corporate-governance/companys-name www.edprenovaveis.com/our-company/who-we-are |
| Corporate by-laws and bodies/committees regulations | www.edprenovaveis.com/investors/corporate-governance |
| Members of the corporate bodies | www.edprenovaveis.com/investors/corporate-governance/directors |
| Market relations representative, IR department | www.edprenovaveis.com/investors/contact-ir-team |
| Means of access | www.edprenovaveis.com/our-company/contacts/contact-us |
| Financial statements documents | www.edprenovaveis.com/investors/reports-and-results |
| Corporate events Agenda | www.edprenovaveis.com/investors/calendar |
| General Shareholders' Meeting information | www.edprenovaveis.com/investors/shareholders-meeting-2 |
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 dismissal 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 concerning the Declaration on the Remuneration Policy.
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 2015.
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 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 for that effect by the General Shareholders' Meeting. The maximum remuneration approved by the General Shareholders' Meeting, for all the members of the Board of Directors was € 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 € 1,000,000 per year.
EDPR, in line with EDP Group corporate governance practice, 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 don't 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 aren't 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 2014-2016 as proposed by the Nominations and Remuneration Committee and approved by the General Shareholders' Meeting on April 8th, 2014 (the Remuneration Policy), defines a structure with a fixed remuneration for all members of the Board of Directors and a variable remuneration, with an annual component and a multi-annual component for the members of the Executive Committee.
The Remuneration Policy, including the minor amendments approved by the General Shareholders' Meeting held on April 9th, 2015, remained unaltered during 2015. On the topic below can be found a reminder of 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 multiannual 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 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 COO's. For the years 2015 and 2016 and in order to align the indicators with the company objectives a new KPI has been included "Asset Rotation & Tax Equity". The indicators are as follows:
| Target Group | Key Performance Indicator | Weight |
|---|---|---|
| Total Shareholder Return vs. Peers & PSI 20 | 15% | |
| Growth | Incremental MW (EBITDA + Net Equity) Asset Rotation & Tax Equity |
10% 7.5% |
| Risk – Return | ROIC Cash % EBITDA Net Income |
8% 12% 12% |
| Target Group | Key Performance Indicator | Weight |
|---|---|---|
| Efficiency | Technical Availability | 6% |
| Opex / MW | 6% | |
| Capex / MW | 6% | |
| Other | Sustainability | 7.5% |
| Employee satisfaction | 5% | |
| Appreciation of the Remuneration Committee | 5% |
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%.
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.
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 2015, the non-monetary benefits amounted to €123.355.
The 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 9th, 2015 (the Remuneration Policy included the retirement plan).
The remuneration paid by EDPR to the members of the Board of Directors for the year ended on December 31st 2015 was as follows:
| Remuneration | Fixed | Annual | Multi-annual | Total |
|---|---|---|---|---|
| Executive Directors | ||||
| João Manso Neto* | 0 | 0 | 0 | 0 |
| Nuno Alves* | 0 | 0 | 0 | 0 |
| Rui Teixeira** | 20,601 | 0 | 0 | 20,601 |
| Joao Paulo Costeira | 61,804 | 0 | 0 | 61,804 |
| Remuneration | Fixed | Annual | Multi-annual | Total |
|---|---|---|---|---|
| Executive Directors | ||||
| Miguel Amaro*** | 41,203 | 41,203 | ||
| Gabriel Alonso | 0 | 0 | 0 | 0 |
| Non- Executive Directors | ||||
| António Mexia* | 0 | 0 | 0 | 0 |
| Joao Marques da Cruz [] [*] | 0 | 0 | 0 | 0 |
| João Lopes Raimundo | 60,000 | 0 | 0 | 60,000 |
| António Nogueira Leite | 55,000 | 0 | 0 | 55,000 |
| Rafael Caldeira Valverde** | 18,333 | 0 | 0 | 18,333 |
| Francisco José Queiroz de Barros de Lacerda | 0 | 0 | 0 | 0 |
| João Manuel de Mello Franco | 60,000 | 0 | 0 | 60,000 |
| Jorge Henriques dos Santos | 80,000 | 0 | 0 | 80,000 |
| Gilles August | 45,000 | 0 | 0 | 45,000 |
| Manuel Menéndez Menéndez | 45,000 | 0 | 0 | 45,000 |
| Jose Araujo e Silva** | 15,000 | 0 | 0 | 15,000 |
| Acácio Jaime Liberado Mota Piloto | 52,500 | 0 | 0 | 52,500 |
| José A. Ferreira Machado | 60,000 | 0 | 0 | 60,000 |
| Francisca Guedes de Oliveira*** | 41,250 | 41,250 | ||
| Allan J.Katz*** | 33,750 | 33,750 | ||
| Total | 689,441 | 0 | 0 | 689,441 |
a) [*] António Mexia, João Manso Neto, Nuno Alves and João Marques da Cruz 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.
[**] Rui Teixeira, João Marques da Cruz, Rafael Caldeira Valverde and José Araujo e Silva amounts reflect the ones corresponding to the 2015 period up to their resignation.
[***] Miguel Amaro, Francisca Guedes de Oliveira and Allan Katz amounts reflect the ones corresponding to the 2015 period since their appointment.
b) Rui Teixeira, Gabriel Alonso, Miguel Amaro and João Paulo Costeira, as Officers and members of the Executive Committee receive their remuneration as Directors and/or 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 2015 is €1,089,484, of which €1.029,484 refers to the management services rendered by the Executive Members and €60,000 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, ex-CEO, was the following:
| Euros | ||||
|---|---|---|---|---|
| Remuneration | Fixed | Variable | ||
| Annual | Multi-annual | Total | ||
| Gabriel Alonso | 366.897\$ | 119.000\$ | 0\$ | 485,897\$ |
| Rui Teixeira* | 228,196€ | 90,000€ | 0€ | 318,196€ |
| Euros | ||||
|---|---|---|---|---|
| Remuneration | Fixed | Variable | ||
| Annual | Multi-annual | Total | ||
| Joao Paulo Costeira | 228,196€ | 80,000€ | 0€ | 308,196€ |
| Miguel Amaro** | 141,103€ | 0€ | 0€ | 141,103€ |
*] Rui Teixeira amounts reflect the ones corresponding to the 2015 period up to his resignation.
[**] Miguel Amaro amounts reflect the ones corresponding to the 2015 period from his appointment.
All the amounts are in Euros, except Gabriel Alonso 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 | |
|---|---|---|
| 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 2015, the remuneration of the Chairman of the General Shareholders' Meeting of EDPR was € 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 regulation 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 2015, 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 analysed 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 2015 incurred with or charged by the EDP Group was € 15.8 million, corresponding to 5.4% of the total value of Supplies & Services for the year (€ 293.1 million).
The most significant contracts in force during 2015 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 nominates more than 50% of its Directors.
On November 4th, 2008 EDP and EDPR signed an Executive Management Services Agreement that was renewed on May 4th, 2011 and effective from March 18th, 2011 and renewed again on May 10th, 2012.
Through this contract, EDP provides management services to EDP Renováveis, including matters related to the day-to-day running of the Company. Under this agreement EDP nominates four people from EDP to be part of EDPR's Management: i) two Executive Managers which are members of the EDPR Executive Committee, including the 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 EUR1.089.484,80 for the management services rendered in 2015.
Following the Memorandum of Understanding ("MoU") executed with EDP Energias do Brasil, S.A. ("EDP Brasil") on November 27th, 2014, EDP Renováveis, S.A. signed an agreement with EDP Brasil for the acquisition of 45% of EDP Renováveis Brasil, S.A. on April 27th 2015. This transaction finally concluded on December 21st 2015.
The agreed transaction price totals R\$190 million, divided in R\$ 176 million at closing and up to R\$ 14 million in earn-out payments.
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), a 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 2015, such loan agreements totalled USD 1,836,699,611 and EUR 1,450,000,000.
A counter-guarantee agreement was signed, under which EDP or EDP Energias de Portugal Sociedade Anónima, Sucursal en España (hereinafter guarantor or EDP Sucursal) undertakes on behalf of EDPR, EDP Renewables Europe SLU (hereinafter EDPR EU), and EDPR 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 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 2015, such counter-guarantee agreements totalled € 14,001,170 and USD 507,747,430.
There is another counter-guarantee agreement signed, under which EDP Energias do Brasil, SA or EDPR undertake 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, which have been approved on a case by case basis by the EDPR executive board. Each party undertakes to indemnify the other pro-rata to its stake of any losses or liabilities resulting from the guarantees provided under the agreement and to pay a fee established in arm's length basis. As of December 31st 2015, such counter-guarantee agreements totalled BRL 350,486,830.
EDP Servicios Financieros España SLU and EDPR Servicios Financieros SA signed an agreement through which EDP Servicios Financieros España manages EDPR's cash accounts. The agreement also regulates a current account between both companies, remunerated on arm's length basis. As of December 31st 2015, 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 renewable for equal periods.
Due to the net investment in EDPR NA, EDPR Brazil, and Polish 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):
EDPR Group companies entered into several hedge agreements with EDP Energías de Portugal S.A. and Servicios Financieros España SLU, with the purpose of managing the transaction exposure related to the short term or transitory positions in the North American, Polish, and Romanian subsidiaries, fixing the exchange rate for EUR/USD, EUR/PLN and EUR/RON in accordance to the prices in the forward market in each contract date. As of December 31st 2015, 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 2015 for a total volume of 2.644.328MWh (sell position) and 98.280MWh (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 2015 the estimated cost of these services is €4.411.787,33. 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 2015 is €644.380.
The agreement shall remain in effect for as long as EDP directly or indirectly maintains control of more than 50% of both companies or nominate 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 paid to EDP Valor by EDPR Promoção e Operação S.A. and its subsidiaries for the services provided in 2015 totalled €973.412. The initial duration of the agreement was five (5) years from date of signing and it was tacitly renewed for a new period of five (5) years on January 1st, 2008.
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 2015 totalled €404.506,64.
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 2015 totalled BRL135.000.
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 c) of the Related-Party Transactions Committee Regulation, 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 € 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 2015, EDPR has 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 recognised by an initiative by Deloitte that rewards top performers in the Portuguese financial market: EDPR's 2014 Annual Report was granted as part of the Investor Relations & Governance Awards (IRG Awards), and recognized as the best in the non financial sector. This award distinguishes top performers and highlights policies and attitudes of transparency, the quality of information and investor relations. The initiative was developed in partnership with Diário Económico.
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 Audit and Control 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.
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. Adopted |
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 interests of shareholders. |
| Chapter B – I, b) topic 14 | |
| 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 |
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 of an Audit and Control Committee.)
II.1.4. Adopted 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; 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 The Board of Directors or the General and Supervisory Board, depending on the applicable model, should set goals
II.1.5. Adopted 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
| 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 |
| Adopted | relevant meetings. |
| 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. Adopted |
The Audit Committee, the General and Supervisory Board and the Supervisory Board 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 |
II.3. REMUNERATION SETTING
II.3.1. Adopted All members of the Remuneration Committee or equivalent should be independent from the executive Board Members and include at least one member with knowledge and experience in matters of remuneration policy. Chapter D – II – Topic 67 and 68 II.3.2. Any natural or legal person that provides or has provided services in the past three years, to any structure under the
| Adopted | 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 | d) 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. Not Applicable |
Approval of plans for the allotment of shares and/or options to acquire shares or based on share price variation to Board 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. Adopted 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.
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. Adopted |
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. |
| 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 | |
| III.6. Not Applicable |
Executive Board Members shall maintain the Company's shares that were allotted by virtue of variable remuneration 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.8.
| III.7. Not Applicable |
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. |
|---|---|
| Chapter D – III, Topic 74 |
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
Adopted adequate and necessary legal instruments so that any damages or compensation, beyond that which is legally due, is unenforceable.
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. Adopted |
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 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. Adopted |
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. |
| Chapter B – C), Topic 90 | |
| V.2. Adopted |
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. |
| 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. | 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. |
|
| Adopted |
Chapter B – C) – IV, Topic 56

BORN: 1957
Member of de Board of Directors of Fundação EDP
Assistant Lecturer in the Department of Economics at Université de Genève (Switzerland)

BORN: 1958
| P | ||
|---|---|---|
| 2 | 1 | |
| 3 | L | |

BORN: 1973
Member of the Board of Directors and of the Executive Committee of the American Wind Energy Association (AWEA) Main positions in the last five years:
Education:

(none)

(none)
Board Member, CFO and COO Distribution of EDP – Energias do Brasil

Current positions in EDPR or EDP group of companies:
Member of the Board of Directors and of the Audit and Control Committee of EDP Renováveis SA
Education:
BSc in Business Administration from Universidade Católica Portuguesa Master in Business Administration from INSEAD

Current positions in EDPR or EDP group of companies:
Member of the Board of Directors, Chairman of the Nominations and Remunerations Committee, Member of the Audit and Control Committee of EDP Renováveis SA

Member of the Board of Directors and Chairman of the Audit and Control Committee of EDP Renováveis SA
Current positions in companies outside EDPR and EDP group of companies:
Other previous positions: Coordinator of the committee for evaluation of the EC Support Framework II

University Professor in the Department of Business Administration and Accounting at the University of Oviedo

BORN: 1957
Current positions in EDPR or EDP group of companies: Member of the Board of Directors of EDP Renováveis SA
Lawyer and founder of August & Debouzy Law Firm

Member of the Board of Directors of EDP Renováveis SA Member of the Nominatios and Remunerations Committee of EDP Renováveis SA
Professional education courses, mostly in banking and financial management, namely the International Banking School (Dublin, 1989), the Asset and Liability Management Seminar (Merrill Lynch International) and the INSEAD Executive Program (Fontainebleau)

BORN: 1962
Member of the Board of Directors and Member of the Nominations and Remunerations Committee of EDP Renováveis SA

BORN: 1957
Member of the Board of Directors and Chairman of the Related-Party Transactions Committee of EDP Renováveis SA
Pro Vice Chancellor and Dean of the Faculty of Business and Management of Regent's University London Main positions in the last five years:
Degree in Economics by Universidade Técnica de Lisboa
ALLAN J. KATZ BORN: 1947

Current positions in EDPR or EDP group of companies: Member of the Board of EDP Renováveis S.A.
Ambassador of the United States of America to the Republic of Portugal
JD from Washington College of Law at American University in Washington DC in 1974


Legal Counsel of Hidrocantábrico
Education:
Law Degree from the University of Oviedo



| António Luís Guerra Nunes Mexia | João Manuel Manso Neto |
|---|---|
| Nuno Maria Pestana de Almeida Alves | Miguel Dias Amaro |
| João Paulo Nogueira da Sousa Cøsteira | Gabriel Alonso Imaz |
| Acácio Jaime Liberado Mota Piloto | António do Pranto Nogueira Leite |
| losão Manuel de Mello Franco | João José Belard da Fonseca Lopes Raimundo |
| Jorge Manuel Azevedő Henriques dos Santos | José António Ferreira Machado |
| Gilles August | Manuel Menéndez Menéndez |
| Allan J. Katz | Francisca Guedes de Oliveira |

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