Annual / Quarterly Financial Statement • Mar 24, 2015
Annual / Quarterly Financial Statement
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Individual Accounts Report 2014
Individual Accounts Report 2014
www.galpenergia.com
This translation of the Portuguese document was made only for the convenience of non-Portuguese speaking interested parties. For all intents and purposes, the Portuguese version shall prevail.
| 01 | Individual accounts | 5 |
|---|---|---|
| 02 | Auditors' report | 31 |
| 03 | Statutory Auditors' report | 32 |
| 04 | Supervisory Board's report and opinion | 33 |
(Amounts stated in thousands euros – €k)
(Translation of statement of financial position originally issued in Portuguese – Note 37)
| ASSETS | Notes | December 2014 | December 2013 |
|---|---|---|---|
| Non-current assets: | |||
| Tangible assets | 12 | 21 | 25 |
| Intangible assets | 12 | - | - |
| Investments in subsidiaries | 4 | 3,254,164 | 1,524,030 |
| Investments in associates | 4 | 201 | 151 |
| Other receivables | 14 | 1,697,560 | 3,405,333 |
| Deferred tax assets | 9 | 2,327 | 585 |
| Total non-current assets: | 4,954,273 | 4,930,124 | |
| Current assets | |||
| Trade receivables | 15 | 2,511 | 983 |
| Other receivables | 14 | 258,199 | 244,538 |
| Current income tax receivable | 9 | 104,570 | 96,339 |
| Cash and cash equivalents | 18 | 3,358 | 5,446 |
| Total current assets: | 368,638 | 347,306 | |
| Total assets | 5,322,911 | 5,277,430 |
| EQUITY AND LIABILITIES | Notes | 2014 | 2013 |
|---|---|---|---|
| Equity: | |||
| Share capital | 19 | 829,251 | 829,251 |
| Share premium | 82,006 | 82,006 | |
| Other reserves | 20 | 193,827 | 193,827 |
| Hedging reserves | - | (905) | |
| Retained earnings | 313,382 | 211,903 | |
| Net profit for the year | 263,349 | 364,185 | |
| Total equity: | 1,681,815 | 1,680,267 | |
| Liabilities: | |||
| Non-current liabilities: | |||
| Bank loans | 22 | 763,341 | 1,032,061 |
| Bonds | 22 | 2,253,226 | 1,838,812 |
| Other payables | 24 | 3,000 | 1,000 |
| Other financial instruments | 27 | - | 1,241 |
| Provisions | 25 | 3,377 | 6,607 |
| Total non-current liabilities: | 3,022,944 | 2,879,721 | |
| Current liabilities: | |||
| Bank loans and overdrafts | 22 | 157,677 | 97,750 |
| Bonds | 22 | - | 146,778 |
| Trade payables | 26 | 277 | 1,073 |
| Other payables | 24 | 357,930 | 382,604 |
| Current income tax payable | 9 | 102,268 | 89,236 |
| Total current liabilities | 618,152 | 717,442 | |
| Total liabilities | 3,641,096 | 3,597,163 | |
| Total equity and liabilities | 5,322,911 | 5,277,430 |
The accompanying notes form an integral part of the statement of financial position for the year ended 31 December 2014.
(Amounts stated in thousands euros – €k)
(Translation of statement of financial position originally issued in Portuguese – Note 37)
| Notes | 2014 | 2013 | |
|---|---|---|---|
| Operating income: | |||
| Services rendered | 5 | 9,730 | 9,115 |
| Other operating income | 5 | - | 284 |
| Total operating income: | 9,730 | 9,399 | |
| Operating costs: | |||
| External supplies and services | 6 | (5,099) | (6,445) |
| Employee costs | 6 | (9,633) | (7,636) |
| Amortisation, depreciation and impairment loss on fixed assets | 6 | (4) | (5) |
| Provision and impairment loss on receivables | 6 | - | 25 |
| Other operating costs | 6 | (716) | (1,619) |
| Total operating costs: | (15,452) | (15,680) | |
| Operating result: | (5,722) | (6,282) | |
| Financial income | 8 | 131,035 | 137,977 |
| Financial costs | 8 | (135,825) | (142,811) |
| Exchange gain (loss) | (17) | - | |
| Results on investments in subsidiaries and associates | 4 | 268,375 | 372,674 |
| Income (loss) on financial instruments | 27 | - | (12) |
| Profit before tax: | 257,846 | 361,546 | |
| Income tax | 9 | 5,503 | 2,639 |
| Net profit | 10 | 263,349 | 364,185 |
| Earnings per share (in euros) | 10 | €0.32 | €0.44 |
The accompanying notes form an integral part of the income statement for the year ended 31 December 2014.
(Amounts stated in thousands euros – €k)
(Translation of statement of financial position originally issued in Portuguese – Note 37)
| Other | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share | Share | reserves | Hedging | Retained | Net profit | |||
| Movements for the year | Notes | capital | premium | (Note 20) | reserve | Earnings | for the year | Total |
| Balance as of 1 January 2013 | 829,251 | 82,006 | 193,827 | (5,394) | 403,274 | 27,552 | 1,530,515 | |
| Net profit for the year | 10 | - | - | - | - | - | 364,185 | 364,185 |
| Other gains and losses recognised in equity | - | - | - | 4,489 | - | - | 4,489 | |
| Comprehensive income for the year | - | - | - | 4,489 | - | 364,185 | 368,674 | |
| Dividends distributed / interim dividends | - | - | - | - | (218,923) | - | (218,923) | |
| Appropriation of profit to reserves | - | - | - | - | 27,552 | (27,552) | - | |
| Balance as of 31 December 2013 | 829,251 | 82,006 | 193,827 | (905) | 211,903 | 364,185 | 1,680,267 | |
| Balance as of 31 December 2013 | 829,251 | 82,006 | 193,827 | (905) | 211,903 | 364,185 | 1,680,266 | |
| Net profit for the year | 10 | - | - | - | - | - | 263,349 | 263,349 |
| Other gains and losses recognised in Equity | - | - | - | 905 | - | - | 905 | |
| Comprehensive income for the year | - | - | - | 905 | - | 263,349 | 264,254 | |
| Dividends distributed / interim dividends | 30 | - | - | - | - | (262,706) | - | (262,706) |
| Appropriation of profit to reserves | - | - | - | - | 364,185 | (364,185) | - | |
| Balance as of 31 December 2014 | 829,251 | 82,006 | 193,827 | - | 313,382 | 263,349 | 1,681,815 |
The accompanying notes form an integral part of the financial statements of changes in equity for the year ended 31 December 2014.
(Amounts stated in thousands euros – €k)
(Translation of statement of financial position originally issued in Portuguese – Note 37)
| Notes | 2014 | 2013 | |
|---|---|---|---|
| Net profit for the year | 10 | 263,349 | 364,185 |
| Other income reclassified through profits (losses) | |||
| Increases / decreases in hedging reserves | 1,241 | 6,357 | |
| Income tax related with gains and losses recognised in equity | (336) | (1,868) | |
| 905 | 4,489 | ||
| Other gains and losses recognised in equity net of income tax | 905 | 4,489 | |
| Comprehensive income | 264,254 | 368,674 |
The accompanying notes form an integral part of the statement of comprehensive income for the year ended 31 December 2014.
(Amounts stated in thousands euros – €k)
(Translation of statement of financial position originally issued in Portuguese – Note 37)
| Notes | 2014 | 2013 | |
|---|---|---|---|
| Operating activities: | |||
| Cash receipt from customers | 13,593 | 14,686 | |
| Cash paid to suppliers | (7,686) | (7,103) | |
| Cash paid to employees | (3,241) | (2,650) | |
| Income tax received / (paid) | 5,144 | 12,541 | |
| Other (payments) / receipts from operating activities | 600 | (8,718) | |
| Cash flow from operating activities (1) | 8,409 | 8,756 | |
| Investing activities: | |||
| Cash receipts related to: | |||
| Investments | 270,053 | 29,875 | |
| Interests and similar income | 151,529 | 117,453 | |
| Dividends | 4 | 268,376 | 372,674 |
| Loans granted | 2,220,480 | 1,004,143 | |
| 2,910,437 | 1,524,146 | ||
| Cash payments related to: | |||
| Investments | (2,000,000) | (291,457) | |
| Loans granted | (542,677) | (1,472,778) | |
| (2,542,677) | (1,764,235) | ||
| Cash flow from investing activities (2) | 367,760 | (240,089) | |
| Financing activities: | |||
| Cash receipts related to: | |||
| Loans obtained | 5,846,504 | 9,325,165 | |
| 5,846,504 | 9,325,165 | ||
| Cash payments related to: | |||
| Loans obtained | (5,838,841) | (8,603,824) | |
| Interests and similar costs | (124,977) | (192,090) | |
| Dividends | 30 | (262,707) | (218,923) |
| (6,226,525) | (9,014,836) | ||
| Cash flow from financing activities (3) | (380,020) | 310,329 | |
| Change in cash and cash equivalents (4) = (1) + (2) + (3) | (3,851) | 78,995 | |
| Exchange rate differences' effects | (17) | - | |
| Cash and cash equivalents at beginning of the year | 18 | 324 | (78,670) |
| Cash and cash equivalents at end of the year | 18 | (3,543) | 324 |
The accompanying notes form an integral part of the statement of cash flows for the year ended 31 December 2014.
| 1. INTRODUCTION 10 | |
|---|---|
| 2. SIGNIFICANT ACCOUNTING POLICIES 10 | |
| 2.1. Basis of presentation 10 | |
| 2.2. Investments in subsidiaries and associates 11 | |
| 2.3. Tangible assets 11 | |
| 2.4. Impairment of non-current assets, except goodwill 11 | |
| 2.5. Provisions 12 | |
| 2.6. Foreign currency balances and transactions 12 | |
| 2.7. Income and accrual basis 12 | |
| 2.8. Financial costs on loans obtained 12 | |
| 2.9. Income tax 12 | |
| 2.10. Financial instruments 12 | |
| 2.11. Statement of the financial position classification 13 | |
| 2.12. Subsequent events 13 | |
| 2.13. Judgments and estimates 13 | |
| 2.14. Risk management and hedging 14 | |
| 2.15. Share capital 14 | |
| 3. COMPANIES INCLUDED IN THE CONSOLIDATION 14 | |
| 4. INVESTMENTS IN OTHER COMPANIES 14 | |
| 4.1. Investments in subsidiaries and jointly controlled entities 14 | |
| 4.2. Investments in associates 15 | |
| 5. OPERATING INCOME 15 | |
| 6. OPERATING COSTS 16 | |
| 7. SEGMENT REPORTING 16 | |
| 8. FINANCIAL INCOME AND COSTS 16 | |
| 9. INCOME TAX 16 | |
| 10. EARNINGS PER SHARE 18 | |
| 11. GOODWILL 18 | |
| 12. TANGIBLE AND INTANGIBLE ASSETS 18 | |
| 13. GOVERNMENT GRANTS 18 | |
| 14. OTHER RECEIVABLES 19 | |
| 15. TRADE RECEIVABLES 19 | |
| 16. INVENTORIES 19 | |
| 17. OTHER INVESTMENTS 19 | |
| 18. CASH AND CASH EQUIVALENTS 19 | |
| 19. SHARE CAPITAL 19 | |
| 20. OTHER RESERVES 20 | |
| 21. NON-CONTROLLING INTERESTS 20 | |
| 22. LOANS 20 | |
| 23. POST EMPLOYMENT AND OTHER EMPLOYEE LIABILITIES 21 | |
| 24. OTHER PAYABLES 22 | |
| 25. PROVISIONS 22 | |
| 26. TRADE PAYABLES 23 | |
| 27. OTHER FINANCIAL INSTRUMENTS – DERIVATIVES 23 | |
| 28. RELATED PARTIES 24 | |
| 29. REMUNERATION OF THE BOARD 28 | |
| 30. DIVIDENDS 29 | |
| 31. OIL AND GAS RESERVES 29 | |
| 32. FINANCIAL RISK MANAGEMENT 29 | |
| 33. CONTINGENT ASSETS AND CONTINGENT LIABILITIES 29 | |
| 34. INFORMATION REGARDING ENVIRONMENTAL MATTERS 29 | |
| 35. SUBSEQUENT EVENTS 29 | |
| 36. FINANCIAL STATEMENTS APPROVAL 30 37. EXPLANATION ADDED FOR TRANSLATION 30 |
|
(Amounts stated in thousands euros – €k) (Translation of statement of financial position originally issued in Portuguese – Note 37)
Galp Energia, SGPS, S.A. (hereinafter referred to as Galp or the Company), was incorporated as a government-owned corporation under Decree-Law 137-A/99 of 22 April 1999, under the name Galp – Petróleos e Gás de Portugal, SGPS, S.A., having adopted its present designation of Galp Energia, SGPS, S.A. on 13 September 2000.
The Company's Head Office is in Lisbon and its main purpose is the management of other companies having, as of the date of its incorporation, taken control of the Portuguese state's direct participations in the following companies: Petróleos de Portugal – Petrogal, S.A.; GDP – Gás de Portugal, SGPS, S.A. and Transgás – Sociedade Portuguesa de Gás Natural, S.A., currently designated Galp Gás Natural, S.A.
During the previous years the Company shareholders positions suffered several changes and the Company shareholder position as of 31 December 2014 is stated in Note 19.
Part of the Company's shares, representing 46.66% of its capital, is listed on the NYSE Euronext Lisbon stock exchange.
The following financial statements are presented in euros (functional currency) since this is most commonly used currency in the economic environment in which the Company operates.
Company' financial statements were prepared on a going concern basis, on a historical cost basis, except for financial derivative instruments which are stated at fair value based on the accounting records of the Company, maintained in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), effective for the year beginning 1 January 2014. These standards include IFRS issued by the International Accounting Standards Board (IASB) and International Accounting Standards (IAS) issued by the International Accounting Standards Committee (IASC) and respective interpretations – SIC and IFRIC, issued by the International Financial Reporting Interpretation Committee (IFRIC) and Standing Interpretation Committee (SIC). These standards and interpretations are hereinafter referred to as IFRS.
The IAS/IFRS standards approved and published in the Official Journal of the European Union (OJEU) during 2014, applicable to subsequent years are as follows:
Standards and interpretations to be applied in subsequent years, if applicable:
| IAS Standard | Publication date in OJEU | Date of accounting application |
Period to which it applies |
Comments |
|---|---|---|---|---|
| Amendments to IAS 19: Employee Benefits | 9 January 2015 | After 1 February 2015 | 2015 | No relevant accounting impacts |
| IFRS annual improvements cycle 2010-2012 | 9 January 2015 | After 1 February 2015 | 2015 | No relevant accounting impacts |
| IFRS annual improvements cycle 2011-2013 | 19 December 2014 | After 1 January 2015 | 2015 | No relevant accounting impacts |
| IFRIC 21 Levies | 14 June 2014 | After 17 June 2014 | 2015 | No relevant accounting impacts |
The approved and published IAS/IFRS standards in the OJEU during 2013 and 2014, applicable to 2014 and subsequent years are as follows.
Standards and interpretations addopted, if applicable:
| IAS Standard | Publication date in OJEU | Date of accounting application |
Period to which it applies |
Comments |
|---|---|---|---|---|
| Amendments to IAS 36: disclosures on recoverable amounts for non-financial assets |
20 December 2013 | After 1 January 2014 | 2014 | Impact on disclosures. Explanation in (a) |
| Amendments to IAS 39: novation of derivatives and continuation of hedge accounting |
20 December 2013 | After 1 January 2014 | 2014 | No accounting impacts |
| Amendments to IFRS 10, IFRS 12 and IAS 27: investment entities |
21 November 2013 | After 1 January 2014 | 2014 | Not applicable |
| Amendments to IFRS 10, IFRS 11 and IFRS 12: consolidated financial statements, joint agreements and disclosures of investments – transition guide |
5 April 2013 | After 1 January 2014 | 2014 | No accounting impacts |
| Amendments to IAS 32 Financial instruments: presentation – offsetting financial asset and financial liability |
29 December 2012 | After 1 January 2014 | 2014 Depending on the regulation articles |
Not applicable |
| IFRS 10 Consolidated financial statements | 29 December 2012 | After 1 January 2014 | 2014 | No accounting impacts |
| IFRS 11 Joint arrangements | 29 December 2012 | After 1 January 2014 | 2014 | Without relevant accounting impacts |
| IFRS 12 Disclosure of interests in other entities | 29 December 2012 | After 1 January 2014 | 2014 | Impact on disclosures. Explanation in (b) |
| IAS 27 Separate financial statements | 29 December 2012 | After 1 January 2014 | 2014 | Without relevant accounting impacts |
| IAS 28 Investments in associates and joint ventures | 29 December 2012 | After 1 January 2014 | 2014 | Without relevant accounting impacts |
(a) Disclosure of the recoverable amount at the recognition of a loss or reversal of impairment.
(b) More detail in the disclosure of investments (Notes 3, 4 and 21).
The Board of Directors of the Company believes that the separate accompanying financial statements and notes provide a fair view of the Company's financial information. Estimates that affect the amounts of assets, liabilities, income and costs, at the reporting date, were used in preparing the accompanying financial statements. The estimates and assumptions used by the Board of Directors were based on the best information available regarding events and transactions in process at the time of approval of the financial statements.
In the preparation and presentation of separate financial statements, the Company declares that it complies with the IAS/IFRS and their interpretations SIC/IFRIC as adopted by the EU.
The main accounting principles considered by the Company in the preparation of its separate financial statements are stated below. During the year ended 31 December 2014, there were no significant changes in accounting principles applied compared to those considered in the preparation of financial information for the previous year. Additionally, the company did not record material errors in respect of previous years.
The financial statements presented refer to the Company's separate financial statements and were prepared according to the legal terms so that they may be approved at the general shareholders meeting, considering that investments are recorded at acquisition cost as explained in note 2.2. The Company will prepare and separately present consolidated financial statements including the financial statements of the companies it controls.
Investments in subsidiaries and associates are recorded at the acquisition cost net of impairment losses, when applicable.
The participation interests in other companies are presented in Note 4.
Dividends received from subsidiaries are recorded as "Results on investments in subsidiaries and associates".
Tangible fixed assets are recorded at acquisition cost net of depreciation and impairment losses.
Depreciation is calculated on the acquisition cost, on a straight-line basis, as from the date it starts to be used or the assets are available for operating, at the rates considered most appropriate to depreciate the assets during their estimated economic useful life.
The average depreciation rates used were as follows:
| Useful life (in years) | |
|---|---|
| Administrative equipment | 5 to 8 |
| Other tangible assets | 8 |
The capital gain/loss resulting from the write-off or disposal of tangible assets is determined by the difference between the sale price and the net book value as of the date of the write-off/disposal. The net book value includes accumulated impairment losses. The resulting accounting capital gain/loss is recorded in the income statement under captions "Other operating income" or "Other operating costs", respectively.
Impairment tests are made as of the financial statements date and whenever a decline in the asset value is identified. Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the income statement caption "Amortisation, depreciation and impairment loss on fixed assets".
The recoverable amount is the greater of the net selling price and the value in use. Net selling price is the amount that would be obtained from selling the asset in a transaction between independent knowledgeable parties, less the costs directly attributable to the sale. Value in use corresponds to the present value
of the future cash flows generated by the asset during its estimated economic useful life. The recoverable amount is estimated for the asset or cash generating unit to which it belongs. The discount rate used reflects the Weighted Average Cost of Capital (WACC) used by the Galp Energia Group, applicable to the business segment in which the asset or the cash generating unit is included.
Impairment losses recognised in prior periods are reversed when they no longer exist or have decreased. Such tests are made whenever there are indications that an impairment recognised in an earlier period has reverted. Reversal of impairment is recognised as a decrease in the income statement caption "Amortisation, depreciation and impairment loss of fixed assets". However, impairment losses are only reversed up to the book value that the asset would present (net of amortisation or depreciation), if the impairment loss had not been recorded.
Provisions are recorded when, and only when, the Company has a present obligation (legal, contractual or constructive) resulting from 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. Provisions are reviewed and adjusted at each reporting date so as to reflect the best estimate at that date. Provisions for restructuring costs are recognised by the Company whenever there is a formal detailed restructuring plan.
During the year ended 31 December 2014, there were no transactions that should be classified as restructuring provisions.
Transactions are recorded in the separate financial statements of the Company in its functional currency, at the exchange rates in force on the dates of the transactions.
Gains and losses resulting from differences between the exchange rates in force on the dates of the transactions and those prevailing at the date of collection, payment or at the end of the reporting period are recorded as income and expenses, respectively, in the income statement caption "Exchange gain/(loss)".
As of 31 December 2014 and 2013, the Company had no balances denominated in foreign currency.
Costs and income are recorded in the period to which they relate, independently of when they are paid or received. Where the actual amounts of costs and income are not known they are estimated.
The "Other current assets" and "Other current liabilities" captions include the costs and income from the current period for which the financial receipt or disbursement will only occur in future periods, as well as financial receipts or disbursements that have already occurred, relating to future periods, and that will be charged to the income statement in the respective periods.
The revenue from dividends is recognised when the right of the Company to recognise the amount is established.
Financial costs on loans obtained are recorded in accordance with the effective interest rate method.
Since 2001, companies with head offices in Portugal in which the Company has a participation interest greater than 90% have been taxed in accordance with the special regime for the taxation of groups of companies, taxable income being determined in Galp Energia, SGPS, S.A.
Deferred taxes are calculated based on the liability method and reflect the temporary differences between the amounts of assets and liabilities for accounting purposes and their amounts for tax purposes.
Deferred tax assets and liabilities are calculated and reviewed periodically using the tax rates expected to be in force when the temporary differences revert.
Deferred tax assets are recorded only when there is reasonable expectation of sufficient future taxable income to use them or whenever there are taxable temporary differences that offset the deductible temporary differences in the period they revert. Temporary differences underlying deferred tax assets are reviewed at each reporting date in order to recognise deferred tax assets that were not recorded in prior years as they did not fulfil all requisites and/or to reduce the amounts of deferred tax assets recorded based on the current expectation of their future recovery.
Financial assets and liabilities are recorded on the statement of financial position when the Company becomes a contractual party to the financial instrument.
Investments are classified as follows:
Investments measured at fair value through profit or loss are classified as current investments if maturity or expected realisation is less than 12 months, otherwise they are classified as non-current investments.
All purchases and sales of these investments are recorded on the date of signing the respective purchase and sale contracts, independently of the financial settlement date.
Investments are initially recorded at acquisition cost, which is the fair value of the price paid, including transaction costs.
After initial recognition, investments measured at fair value through profit or loss are re-valued at fair value with reference to their market value at reporting date, with no deduction for transaction costs which could be incurred upon sale. Equity instruments not listed on a regulated market and where it is not possible to reliably estimate their fair value, are maintained at cost less any non-reversible impairment losses.
Gains and losses resulting from changes in the fair value of investments at fair value through profit and loss are recognised in the income statement.
Investments held to maturity are recognised at amortised cost using the effective interest rate, net of capital repayments and interest received.
Receivables are initially recorded at fair value and subsequently measured at amortised cost, less any impairment losses, presented in the caption "Impairment losses on receivables".
Usually, the amortised cost of these assets does not differ from their nominal value.
Financial liabilities and equity instruments are classified in accordance with their contractual substance, regardless of their legal form.
Loans are recorded as liabilities based on the nominal amount received, net of related costs.
Financial costs are calculated at the effective interest rate and recognised in the income statement on an accrual basis.
Financial costs include interest and any arrangement fees incurred relating to the assembly and structuring of the loans.
Accounts payable are recorded at amortised cost. Usually, the amortised cost of these liabilities does not differ from their nominal value.
The Company uses derivative instruments to manage its financial risks as a way to hedge those risks. Derivative instruments to hedge financial risks are not used for trading purposes.
Derivative instruments used by the Company to hedge cash flows mainly relate to interest rate hedging instruments on loans obtained. The coefficients, calculation conventions, interest rate re-fixing dates and interest rate hedging instrument repayment schedules are in all ways identical to the conditions established in the underlying contracted loans, and as such represent perfect hedges.
The following criteria are used by the Company to classify derivative instruments as cash flow hedging instruments:
Interest rate hedging instruments are initially recorded at cost, if any, and subsequently re-valued to fair value, calculated by independent external entities using generally accepted methods (such as discounted cash flows, the Black-Scholes model, Binomial a Trinomial model, and Monte-Carlo simulations, among others, depending on the type and characteristics of the financial derivative). Changes in the fair value of these instruments are presented in the equity caption "Hedging reserves", being transferred to the income statement when the hedged instrument affects profit and loss.
Hedge accounting is discontinued when the derivative instruments mature or are sold. Where the derivative instrument stops qualifying as a hedging instrument, the accumulated fair value differences deferred in the equity caption "Hedging reserves" are transferred to the income statement or added to the book value of the asset which gave rise to the hedging transaction, and subsequent revaluations are recognised directly in the income statement.
A review was made of the Company's existing contracts so as to detect embedded derivatives, namely contractual clauses that could be considered as financial derivatives. No financial derivatives that should be recognised at fair value have been identified.
When embedded derivatives exist in other financial instruments or other contracts, they are recognised as separate derivatives in situations in which the risks and characteristics are not intimately related to the contracts and in situations in which the contracts are not reflected at fair value with unrealised gains and losses reflected in the income statement.
In addition, in specific situations the Company also contracts interest rate derivatives to hedge fair value. In such situations the derivatives are recorded at fair value through the profit and loss. When the hedged instrument is not measured at fair value (namely loans measured at amortised cost), the effective portion of the hedge is adjusted in the hedged instrument's book value through the profit and loss.
The amounts included in caption "Cash and cash equivalents" includes cash, bank deposits, term deposits and other treasury applications that mature in less than three months, and that can be realised immediately with insignificant risk of change in their value.
For cash flow statement purposes caption "Cash and cash equivalents" also includes bank overdrafts included in the statement of financial position caption "Bank loans and overdrafts".
Realizable assets and liabilities payable in more than one year from the date of the financial statement are classified as non-current assets and non-current liabilities, respectively.
Events that occur after the financial statements date that provide additional information on conditions that existed at the end of the reporting period are recognised in the financial statements. Events that occur after the financial statements date that provide information on conditions that exist after the financial statements date, if material, are disclosed in the notes to the financial statements.
The preparation of financial statements in accordance with generally accepted accounting principles requires estimates to be made that affect the recorded amount of assets and liabilities, the disclosure of contingent assets and liabilities at the end of each year and income and costs recognised each year. The actual results could be different depending on the estimates made.
Certain estimates are considered critical if: (i) the nature of the estimates is considered to be significant due to the level of subjectivity and judgment required to record situations in which there is great uncertainty or are very susceptible to changes in these situations; and (ii) the impact of the estimates on the financial situation or operating performance is significant.
The final cost of legal processes, settlements and other litigation can vary due to estimates based on different interpretations of the rules, opinions and final assessment of the losses. Consequently, any change in circumstances relating to these types of contingency can have a significant effect on the recorded amount of the provision for contingencies.
The Galp Energia Group's operations lead to the exposure to risks of: (i) market risk, as a result of the volatility of prices of oil, natural gas and its derivatives, exchange rates and interest rates; (ii) credit risk as a result of its commercial activity; and (iii) liquidity risk as the Group could have difficulty in obtaining financial resources to cover its commitments.
The Company has an organisation and systems that enable it to identify, measure and control the different risks to which it is exposed and uses several financial instruments to hedge them in accordance with the corporate directives common to the whole Group. The contracting of these instruments is centralised.
The accounting policies explained in this section contain more details of these hedges.
During the year ended 31 December 2014, only material changes required by IFRS 7 – Financial instruments were disclosed.
Common shares are classified as equity. The costs directly attributable to the issuance of new shares or other equity instruments are presented as a deduction, net of taxes, of the amount received resulting from the issuance.
Not applicable.
Participation interests held as of 31 December 2014 and 2013 are as follows:
| Head Office | Percentage held | Acquisition cost | |||||
|---|---|---|---|---|---|---|---|
| Company | City | Country | 2014 | 2013 | Main activity | 2014 | 2013 |
| Galp Energia, S.A. | Lisbon | Portugal | 100% | 100% | Business managment and consultancy services. | 6,154 | 6,154 |
| Next Priority, SGPS, S.A. | Lisbon | Portugal | 100% | 100% | Management of equity participations. | 50 | 50 |
| Petróleos de Portugal-Petrogal, S.A. (a) |
Lisbon | Portugal | 100% | 100% | Refining crude oil and derivatives; transport, distribution and trading of crude oil and derivatives and natural gas; Research and Exploration of crude oil and natural gas; and any other industrial, commercial, research and related services. |
3,063,556 | 1,063,556 |
| GDP – Gás de Portugal, SGPS, S.A. (b) |
Lisbon | Portugal | 100% | 100% | Management of equity investments | 62,870 | 315,047 |
| Galp Power, SGPS, S.A. (c) | Lisbon | Portugal | - | 100% | Management of equity investments as an indirect way of exercising business activities. |
- | 12,376 |
| Galp Energia E&P, B.V. | Amesterdam The Netherlands | 100% | 100% | Exploration and production of oil and natural gas. Trading of oil, natural gas and oil products; management of shareholdings of other companies and financing businesses and companies. |
121,534 | 121,534 | |
| Enerfuel, S.A. (d) | Lisbon | Portugal | - | 100% | Studies, projects, installation, production and marketing of biofuels, treatment and recovery of residues, equipment buy and sale. |
- | 5,313 |
| 3,254,164 | 1,524,030 |
| 31 December 2014 | |||||
|---|---|---|---|---|---|
| Company | Head Office | Total assets | Total liabilities | Equity | Net profit |
| Galp Energia, S.A. | Lisbon | 41,022 | 37,394 | 3,628 | 1,699 |
| Next Priority SGPS, S.A. | Lisbon | 398 | 374 | 24 | (27) |
| Petróleos de Portugal-Petrogal, S.A. | Lisbon | 5,380,585 | 2,877,601 | 2,502,984 | (414,632) |
| GDP – Gás de Portugal, SGPS, S.A. | Lisbon | 955,151 | 635,924 | 319,227 | 326,688 |
| Galp Energia E&P, B.V. | Amsterdam | 2,471,647 | 2,448,868 | 22,779 | (105,379) |
| 8,848,803 | 6,000,161 | 2,848,642 | (191,651) |
(a) During the year ended 31 December 2014 the Company subscribed the amount of €2,000,000 k under the form of supplementary instalments to subsidiary Petróleos de Portugal – Petrogal, S.A. (b) During the year ended 31 December 2014 the Company in a unanimous decision of 25 July 2014, reduced the share capital of the subsidiary GDP- Gás de Portugal, SGPS, S.A. in the amount of €264,553 k.
(c) During the year ended 31 December 2014 the Company merged Galp Power, SGPS, S.A., into the subsidiary GDP Gás de Portugal, S.A.
(d) During the year ended 31 December 2014 the Company made a capital increase in the amount of €850 k by the issuance of 170,000 new shares held by its subsidiary Petróleos de Portugal - Petrogal S.A. Herewith, now the Company owns 5.56% of the share capital of the subsidiary Enerfuel,S.A. Additionally, the Company was reimbursed for supplementary payments in the amount of €5,263 k.
During the years ended 31 December 2014 and 2013, the movements occurred in caption "Results on investments in subsidiaries and associates" refers to dividends attributed by the following subsidiaries:
| 2014 | 2013 | |
|---|---|---|
| Galp Energia, S.A. | 697 | 1,370 |
| Galp Power, SGPS, S.A. | 9,392 | 6,500 |
| GDP – Gás de Portugal, SGPS, S.A. | 254,929 | 364,803 |
| Galp Energia E&P, B.V. | 3,357 | - |
| 268,376 | 372,674 |
Participations in associates and jointly controlled entities as of 31 December 2014 and 2013 were as follows:
| Head Office | Percentage held | |||||
|---|---|---|---|---|---|---|
| Company | City | Country | 2014 | 2013 | 2014 | 2013 |
| Adene – Agência para a Energia, S.A. | Lisbon | Portugal | 10.98% | 10.98% | 114 | 114 |
| OEINERGE – Agência Municipal de Energia e Ambiente | Oeiras | Portugal | 1.45% | 1.45% | 1 | 1 |
| Enerfuel, S.A. (a) | Lisbon | Portugal | 5.56% | - | 50 | - |
| Omegas – Sociedade D'Etuded du Gazoduc Magreb-Europe | Morocco | - | - | 35 | 35 | |
| Galp Gâmbia | Gambia | - | - | 1 | 1 | |
| Galp Swazilândia | Swaziland | - | - | - | - | |
| 201 | 151 |
(a) During the year ended 31 December 2014, the Company decided to increase the capital in the amount of €850 k by the issuance of 170,000 new shares held by its subsidiary Petróleos de Portugal-Petrogal S.A. Herewith, the Company owns 5.56% of the share capital of the subsidiary Enerfuel, S.A.
The operating income of the Company for the years ended 31 December 2014 and 2013 were as follows:
| Captions | 2014 | 2013 |
|---|---|---|
| Services rendered | 9,730 | 9,115 |
| Other operating income: | ||
| Supplementary income | - | 284 |
| 9,730 | 9,399 |
The services rendered in the amount of €9,730 k, are essentially related to management services provided to other Group companies.
The services rendered by the Company in 2014 and 2013 by geographical market are distributed as follows:
| 2014 | 2013 | |
|---|---|---|
| Domestic market | 8,800 | 6,940 |
| Foreign market | 930 | 2,175 |
| 9,730 | 9,115 |
The results for the years ended 31 December 2014 and 2013 were affected by the following items of operating costs:
| Captions | 2014 | 2013 |
|---|---|---|
| External supplies and services | ||
| Other specialised services | 3,666 | 4,480 |
| Legal services | 303 | 262 |
| Travel and accomodation | 453 | 479 |
| Insurance | 187 | 223 |
| Rents | 135 | 126 |
| Comunication | 103 | 102 |
| IT services | 80 | - |
| Representation costs | 37 | 57 |
| Fuel | 36 | 44 |
| Litigation and notaries | 15 | 246 |
| Office supplies | 14 | 16 |
| Studies and projects | 8 | 264 |
| Maintenance and repairs | 4 | 4 |
| Gifts | 4 | 56 |
| Books and technical documentation | 1 | - |
| Fees | - | 1 |
| Other costs | 53 | 85 |
| 5,099 | 6,445 | |
| Employee costs | ||
| Remuneration of Statutory Board members (Note 29) | 7,268 | 6,356 |
| Remuneration of personnel | 719 | 765 |
| Indemnities to personnel | 518 | - |
| Social chages | 985 | 320 |
| Other insurance | 63 | 116 |
| Other costs | 80 | 79 |
| 9,633 | 7,636 | |
| Amortisation, depreciation and impairment | ||
| Depreciation and impairment of tangible assets (Note 12) | 4 | 5 |
| 4 | 5 | |
| Provisions and impairment of receivables | ||
| Provisions and reversals (Note 25) | - | (25) |
| - | (25) | |
| Other operating costs | ||
| Other taxes | 616 | 1,470 |
| Other operating costs | 100 | 149 |
| 716 | 1,619 | |
| 15,452 | 15,680 |
Other specialised services mainly include remuneration costs of the Statutory Board members and other key management personnel, in the amount of €1,288 k (Note 29), and corporate services, including accounting services, personnel management, general services, financial services and audit services, invoiced by the subsidiary Galp Energia, S.A. (Note 28).
Not applicable.
Financial income and financial costs for the years ended 31 December 2014 and 2013 are detailed as follows:
| Financial income | ||
|---|---|---|
| Interest – related parties (Note 28) | 130,784 | 137,809 |
| Interest – other | 251 | 168 |
| 131,035 | 137,977 | |
| Financial costs | ||
| Interest – related parties (Note 28) | 9,654 | 26,205 |
| Interest – other | 120,402 | 114,843 |
| Commissions | 5,769 | 1,160 |
| Other financial costs | - | 603 |
| 135,825 | 142,811 |
The company and several of its subsidiaries are taxed in accordance with the special regime for the taxation of groups of companies, taxable income being determined in Galp Energia, SGPS, S.A. However, estimated income tax of the Company and its subsidiaries is recorded based on their individual tax results which, for the year ended in 31 December 2014, amounted to an account payable and receivable from these Group companies of €98,134 k and €89,856 k (Note 28), respectively.
The following matters could affect income tax payable in the future:
Income tax for the years ended 31 December 2014 and 2013 were as follows:
| Assets | Liabilities | ||||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| Group companies | |||||
| Income tax receivable / payable (Note 28) | 89,856 | 62,704 | 98,134 | 89,236 | |
| State | |||||
| Tax receivable / payable | 14,714 | 33,635 | 4,134 | - | |
| 104,570 | 96,339 | 102,268 | 89,236 |
The estimated income tax of the Company based on its taxable income in the fiscal year ended 31 December 2014 represents a tax receivable in the amount of €5,503 k and was calculated as follows:
| Income Taxes | 2014 | 2013 |
|---|---|---|
| Current tax | (1,440) | (2,654) |
| Insuficiency / (excess) of income tax estimated in previous years | 1,244 | (3) |
| Deferred tax | (2,077) | 18 |
| Provisions for taxes | (3,230) | - |
| (5,503) | (2,639) |
The reconciliation of the income tax for the years ended 31 December 2014 and 2013 is presented below:
| 2014 | Rate | Income tax | 2013 | Rate | Income tax | |
|---|---|---|---|---|---|---|
| Profit before income tax in accordance with the IFRS/IAS | 257,846 | 24.50% | 63,172 | 361,546 | 26.50% | 95,810 |
| Adjustments to income tax | ||||||
| Dividends received | (25.50%) | (65,752) | (27.32%) | (98,759) | ||
| Insuficiency / (excess) of income tax estimated in previous years | (0.48%) | 1,244 | 0.00% | (3) | ||
| Autonomous taxation | 0.02% | 45 | 0.02% | 67 | ||
| Provisions for taxes | (1.25%) | (3,230) | - | - | ||
| Other increases and deductions | 0.08% | 200 | 0.07% | 246 | ||
| Deferred Taxes | (0.11%) | (1,182) | - | - | ||
| Effective tax rate | (0.42%) | (5,503) | (0.73%) | (2,639) |
The amount of €1,182 k refers to deferred taxes on tax losses for 2013. The net effect on the 2014 results amounts to €215k.
The balance of deferred tax assets as of 31 December 2014 and 2013 was as follows:
| Assets | |||
|---|---|---|---|
| 2014 | 2013 | ||
| Tax losses carryforward | 895 | - | |
| Financial Instruments | - | 335 | |
| Adjustments to tangible and intangible assets | - | 6 | |
| Others | 1,432 | 244 | |
| 2,327 | 585 |
The movements occurred in deferred taxes for the years ended 31 December 2014 and 2013 were as follows:
| Assets | ||
|---|---|---|
| 2014 | 2013 | |
| Opening balance | 585 | 2,472 |
| Effect on results: | ||
| Tax losses carryforward | 895 | - |
| Others | 1,182 | (18) |
| Effect on equity: | ||
| Financial derivatives | (335) | (1,868) |
| Ending balance | 2,327 | 585 |
Earnings per share for the years ended 31 December 2014 and 2013 were as follows:
| 2014 | 2013 | |
|---|---|---|
| Net income | ||
| Net income for purposes of calculating earnings per share | 263,349 | 364,185 |
| Number of shares | ||
| Weighted average number of shares for purposes of calculation of net earnings per share (Note 19) | 829,250,635 | 829,250,635 |
| Basic earnings per share (amounts in euros) | €0.32 | €0.44 |
As there are no situations that give rise to dilution, the diluted earnings per share are the same as the basic earnings per share.
Not applicable.
Tangible assets and depreciations are recorded in accordance with the accounting policies explained in Note 2.3. The depreciation rates being used are disclosed in the same note. In the years 2014 and 2013 tangible assets had the following changes:
| 2014 | 2013 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Basic equipment |
Transport equipment |
Administrative equipment |
Other tangible assets |
Total tangible assets |
Basic equipment |
Transport equipment |
Administrative equipment |
Other tangible assets |
Total tangible assets |
|
| Acquisition cost: | ||||||||||
| Balance as of 1 Januray | 33 | 52 | 325 | 1,009 | 1,419 | 33 | 52 | 325 | 1,009 | 1,419 |
| Additions | - | - | - | - | - | - | - | - | - | - |
| Acquisition cost as of 31 December |
33 | 52 | 325 | 1,009 | 1,419 | 33 | 52 | 325 | 1,009 | 1,419 |
| Balance as of 31 December | 33 | 52 | 325 | 1,009 | 1,419 | 33 | 52 | 325 | 1,009 | 1,419 |
| Depreciations: | ||||||||||
| Balance as of 1 Januray | (33) | (52) | (300) | (1,009) | (1,394) | (33) | (52) | (294) | (1,009) | (1,388) |
| Depreciation for the year (Note 6) |
- | - | (4) | - | (4) | - | - | (5) | - | (5) |
| Balance as of 31 December | (33) | (52) | (304) | (1,009) | (1,398) | (33) | (52) | (300) | (1,009) | (1,394) |
| Accumulated Balance | (33) | (52) | (304) | (1,009) | (1,398) | (33) | (52) | (300) | (1,009) | (1,394) |
| Net amount: Balance as of 31 December |
- | - | 21 | - | 21 | - | - | 25 | - | 25 |
As of 31 December 2014 and 2013 intangible assets had the following changes:
| 2014 | ||||
|---|---|---|---|---|
| Industrial property and other rights |
Total intangible assets |
Industrial property and other rights |
Total intangible assets |
|
| Acquisition cost: | ||||
| Balance at 1 January | 8 | 8 | 8 | 8 |
| Balance at 31 December | 8 | 8 | 8 | 8 |
| Amortisation: | ||||
| Balance at 1 January | (8) | (8) | (8) | (8) |
| Balance at 31 December | (8) | (8) | (8) | (8) |
| Net amount | ||||
| Balance at 31 December | - | - | - | - |
Not applicable.
The non-current and current caption "Other receivables" as of 31 December 2014 and 2013 had the following detail:
| 2014 | 2013 | |||
|---|---|---|---|---|
| Captions | Current | Non-current | Current | Non-current |
| State and other public entities | ||||
| Value added tax – Reimbursement requested | 46 | - | 46 | - |
| Other receivables – associates, jointly controlled, related and participated companies (Note 28) | 7,293 | - | 31,730 | - |
| Loans to associates, jointly controlled, related and participated companies (Note 28) | 242,096 | 1,697,560 | 198,892 | 3,405,333 |
| Advances to suppliers | 10 | - | 6 | - |
| Personnel | 111 | - | 111 | - |
| Other receivables | 459 | - | 850 | - |
| 250,015 | 1,697,560 | 231,635 | 3,405,333 | |
| Accrued income | ||||
| Accrued interest (Note 28) | 8,392 | - | 13,113 | - |
| Other accrued income | 9 | - | 7 | - |
| 8,401 | - | 13,120 | - | |
| Deferred costs | ||||
| Interest and other financial costs | 69 | - | 69 | - |
| 69 | - | 69 | - | |
| 258,485 | 1,697,560 | 244,824 | 3,405,333 | |
| Impairment of other receivables | (286) | - | (286) | - |
| 258,199 | 1,697,560 | 244,538 | 3,405,333 |
As of 31 December 2014 and 2013, caption "Trade Receivables" had balances in the amount of €2,511 k and €983 k, respectively, regarding exclusively to related parties (Note 28).
Not applicable.
Not applicable.
Caption "Cash and cash equivalents" as of 31 December 2014 and 2013, had the following detail:
| Captions | 2014 | 2013 |
|---|---|---|
| Cash | 6 | 7 |
| Bank deposits | 3,352 | 5,439 |
| Cash and cash equivalents in the statement of financial position | 3,358 | 5,446 |
| Bank overdrafts (Note 22) | (6,901) | (5,122) |
| Cash and cash equivalents in the cash flow statement | (3,543) | 324 |
In 28 March 2014, Eni placed on the market, shares representing approximately 7% of Galp Energia's share capital through an accelerated bookbuilding. Meanwhile, Eni decided to sell in stock market 0.34% of Galp Energia's share capital.
In 23 June 2014, Eni announced the completion of the sale of Galp Energia's shares in stock market. Eni sold shares representing approximately 1% of the share capital of Galp Energia. These shares correspond to the residual part of shares subject to the right of first offer of Amorim Energia under the agreement previously announced to the market, which was not exercised. Therefore, Eni now holds 66,337,592 shares representing approximately 8% of the share capital of Galp as underlying asset of exchangeable bonds issued by Eni on 30 November 2012.
Following these changes in Galp Energia's capital structure, free float went from 38.32% by the end of 2013 up to 46.66% by the end of 2014.
Under the agreements signed by the Parties which, under the terms in paragraph 1.c) of article 20 of the Portuguese Securities Code (CVM), contemplated that the voting rights corresponding to shares held by each of those Parties were allocated to the remaining, this fact ceased its effects in relation to CGD when the latter sold its 1% interest in Galp Energia's share capital. Regarding Amorim Energia and Eni, on 26 July 2013, the Italian company informed Galp Energia that the inherent voting rights from the qualified holding held by Amorim Energia, were not allocable to Eni, despite voting rights held by Eni were still allocable to Amorim Energia.
By the end of 2014, Eni held a qualified participation of 8.00% of Galp Energia's share capital, and the corresponding voting rights, while a total percentage of 46.34% of voting rights were allocable to Amorim Energia.
Capital Structure as of 31 December 2014:
| % of | |||
|---|---|---|---|
| Nr. of shares | % of capital | voting rights | |
| Amorim Energia, B.V. | 317,934,693 | 38.34% | 46.34% |
| Eni, S.p.A. | 66,337,592 | 8.00% | 8.00% |
| Parpública – Participações Públicas, SGPS, S.A. | 58,079,514 | 7.00% | 7.00% |
| Free float | 386,898,836 | 46.66% | 46.66% |
| Total | 829,250,635 | 100.00% | - |
In accordance with the Portuguese Commercial Company Code (CSC) the Company must transfer a minimum of 5% of its annual net profit to a legal reserve until the reserve reaches 20% of share capital. The legal reserve cannot be distributed to the shareholders but may in certain circumstances be used to increase capital or to absorb losses after all the other reserves have been used.
As of 31 December 2014 and 2013 these captions were as follows:
| 2014 | 2013 | |
|---|---|---|
| Legal reserve | 165,850 | 165,850 |
| Free reserve | 27,977 | 27,977 |
| 193,827 | 193,827 |
On 31 December 2014 and 2013, the legal reserve is fully provided for in accordance with the commercial legislation.
Not applicable.
Loans obtained as of 31 December 2014 and 2013 had the following detail:
| 2014 | 2013 | |||
|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |
| Bank loans: | ||||
| Domestic loans | 100,000 | 290,000 | 65,000 | 505,000 |
| Foreign loans | 54,591 | 474,326 | 34,358 | 528,917 |
| Bank overdrafts (Note 18) | 6,901 | - | 5,122 | - |
| 161,492 | 764,326 | 104,480 | 1,033,917 | |
| Origination fees | (3,815) | (985) | (6,730) | (1,856) |
| 157,677 | 763,341 | 97,750 | 1,032,061 | |
| Notes and Bond loans | ||||
| Bond loans | - | 1,270,000 | 150,000 | 1,350,000 |
| Notes | - | 1,000,000 | - | 500,000 |
| - | 2,270,000 | 150,000 | 1,850,000 | |
| Origination fees | - | (16,774) | (3,222) | (11,188) |
| - | 2,253,226 | 146,778 | 1,838,812 | |
| 157,677 | 3,016,567 | 244,528 | 2,870,873 |
On 31 December 2014, the Group has contracted commercial paper underwritten totalling €965,000 k, which are divided into €865,000 k of medium and long term and €100,000 k of short term. Of these amounts, €290,000 k were used at medium and long term and €100,000k used at short term.
These underwritings bear interests at a Euribor rate for the respective period of issuance, plus variable spreads defined in the contractual terms of the commercial paper programmes underwritten by the Company. The specified interest rate refers to the amount of each issue and remains unchanged during the respective period of the issue.
As of 31 December 2014, loans contracted with European Investment Bank (EIB) have the following detail:
| Entity | Amount due | Interest rate | Maturity | Reimbursement |
|---|---|---|---|---|
| BEI (Porto cogeneration) | 50,000 | Fixed rate | October 17 | 17 October |
| BEI (Installment A – Sines cogeneration) | 25,678 | Fixed rate | September 21 | Semi-annual installments beginning on March 10 |
| BEI (Installment B – Sines cogeneration) | 13,239 | Euribor 6m + spread | March 22 | Semi-annual installments beginning on September 10 |
| BEI (Installment A – Refinery conversion) | 264,000 | Revisable fixed rate | February 25 | Semi-annual installments beginning on August 12 |
| BEI (Installment B – Refinery conversion) | 176,000 | Fixed rate | February 25 | Semi-annual installments beginning on August 12 |
These loans with European Investment Bank (EIB), with the exception of instalment B of the conversion project of the refineries of Sines and Porto which is guaranteed by Bank Syndicate, are granted under a signed contract with Petrogal, S.A.
As of 31 December 2014, issued bonds have the following detail:
| Issue | Amount due | Interest rate | Maturity | Reimbursement |
|---|---|---|---|---|
| GALP ENERGIA / 2013 – €600 m. FRN-2017 | 600,000 | Euribor 6m + spread | May 17 | 50% @ May 16 50% @ May 17 |
| GALP ENERGIA / 2012 – FRN 2018 | 260,000 | Euribor 3m + spread | February 18 | February 18 |
| GALP ENERGIA / 2013 – 2018 | 110,000 | Euribor 3m + spread | March 18 | March 18 |
| GALP ENERGIA / 2013 – €200 m. – 2018 | 200,000 | Euribor 6m + spread | April 18 | April 18 |
| GALP ENERGIA/2012-2020 | 100,000 | Euribor 6m + spread | June 20 | June 20 |
Galp Energia established, under its financing plan, an Euro Medium Term Note Programme (€5,000,000,000 EMTN).
On 25 November 2013, under the EMTN Programme, Galp Energia issued notes in the amount of €500,000 k, due on 25 January 2019 with a coupon of 4.125%, which are admitted for negotiation at the London Stock Exchange.
The following acted as joint-bookrunners in this transaction: BBVA, BNP Paribas, Caixa ― Banco de Investimento, Deutsche Bank and JP Morgan.
On 7 July 2014, under the EMTN Programme, Galp Energia issued notes in the amount of €500,000 k, due on 14 January 2021 with a coupon of 3%, which are admitted for negotiation at the London Stock Exchange.
The following acted as joint-bookrunners in this transaction: Bank of America Merril Lynch, ING, Millennium BCP, Santander and Société Générale.
Not applicable.
The non-current and current caption "Other payables" as of 31 December 2014 and 2013, have the following detail:
| Current | Non-current | |||
|---|---|---|---|---|
| Captions | 2014 | 2013 | 2014 | 2013 |
| State and other public entities | ||||
| Value added tax | 469 | 520 | - | - |
| Social security contributions | 118 | 24 | - | - |
| Personnel and corporate income tax withheld | 152 | 136 | - | - |
| Personnel | 55 | 123 | - | - |
| Other payables – Associates, participated and related parties | 2,243 | - | - | - |
| Loans – associates, participated and related companies (Note 28) | 312,996 | 361,307 | - | - |
| Other creditors | 25 | 27 | - | - |
| 316,058 | 362,137 | - | - | |
| Accrued costs | ||||
| Holiday pay, holiday subsidy and corresponding personnel costs | 689 | 644 | - | - |
| External supplies and services | 150 | 69 | - | - |
| Productivity bonus | 976 | 930 | - | - |
| Medium and long term incentives | - | - | 3,000 | 1,000 |
| Accrued interest | 39,781 | 18,673 | - | - |
| Financial costs | 14 | 40 | - | - |
| Other accrued costs | 261 | 111 | - | - |
| 41,872 | 20,467 | 3,000 | 1,000 | |
| 357,930 | 382,604 | 3,000 | 1,000 |
The changes in provisions in the periods ended 31 December 2014 and 2013 were as follows:
| 2014 | |||||
|---|---|---|---|---|---|
| Captions | Opening balance | Decreases (Note 9) |
Ending balance | ||
| Taxes | 6,607 | (3,230) | 3,377 | ||
| 6,607 | (3,230) | 3,377 |
| 2013 | |||||
|---|---|---|---|---|---|
| Rubricas | Opening balance | Decreases (Note 6) |
Ending balance | ||
| Legal actions | 25 | (25) | - | ||
| Taxes | 6,607 | - | 6,607 | ||
| 6,632 | (25) | 6,607 |
The reduction in the provision for taxes was recorded in the caption "Income Tax".
Caption "Taxes" in the amount of €3,377 k was recognised due to the fiscal risk associated with the participation in ONI, SGPS, S.A. sold to Galp Energia, SGPS, S.A.
As of 31 December 2014 and 2013, caption "Trade payables" had the following detail:
| Captions | 2014 | 2013 |
|---|---|---|
| Trade payables – current account | 226 | 1,050 |
| Trade payables – invoices pending | 51 | 23 |
| 277 | 1,073 |
In 31 December 2014, Galp Energia, SGPS, S.A. does not hold open financial derivatives, given the fact that closed all their positions (see table below):
| 2014 | 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Asset | Liabilities | Asset | Liabilities | ||||
| Current | Non-current | Current | Non-current | Current | Non-current | Current | Non-current |
| - | - | - | - | - | - | - | (1,241) |
| - | - | - | - | - | - | - | (1,241) |
The impact of derivatives on the income statement is presented below:
| 2014 | |||
|---|---|---|---|
| Income Statement | Equity | ||
| Potencial (MTM) | Real | MTM+Real | Potencial (MTM) |
| - | (1,953) | (1,953) | 1,241 |
| - | (1,953) | (1,953) | 1,241 |
Financial derivatives are defined in accordance with IAS/IFRS, as "financial assets at fair value through profit and loss" or "financial liabilities at fair value through profit and loss". The interest rate financial derivatives that are contracted to hedge the variance in interest rates on borrowings are defined as "cash flow hedges". Interest rate financial derivatives that are contracted to hedge changes in fair value or other risks that might alter the effects on profit and loss arising from borrowings are defined as "fair value hedges".
In accordance with IFRS 13 an entity must classify how it measures fair value, in a hierarchy that reflects the meaning of the inputs used in measuring. The fair value hierarchy must have the following levels:
• level 1 – quoted prices (not adjusted) in active markets for similar instruments;
• level 2 – other directly or indirectly observable market inputs for the asset or the liability, than Level 1 inputs namely prices and derivatives prices, respectively;
• level 3 – inputs for the asset or the liability not based on observable market data (not observable).
The fair value of financial derivatives (swaps) was determined by financial entities using observable market inputs and using generally accepted techniques and models (Level 2).
Balances and transactions with related parties in the years ended 31 December 2014 and 2013 were as follows:
| Receivables: | ||
|---|---|---|
| 2014 | ||||||
|---|---|---|---|---|---|---|
| Non-current | Current | |||||
| Loans | Trade | Loans | Other | Accrued | ||
| Total | granted | Receivables | Granted | receivables | income | |
| Company | related parties | (Note 14) | (Note 15) | (Note 14) | (Note 9 and 14) | (Note 14) |
| Petrogal, S.A. | 1,225,609 | 1,129,450 | 495 | 81,837 | 6,693 | 7,134 |
| GDP Gás de Portugal, SGPS, S.A. | 632,624 | 568,019 | - | 61,882 | 1,465 | 1,258 |
| Galp Gás Natural, S.A. | 62,343 | - | - | - | 62,343 | - |
| Galp Power, S.A. | 31,918 | - | - | 31,918 | - | - |
| Galp Gás Natural Distribuição, S.A. | 21,671 | - | - | 20,704 | 967 | - |
| Galp Exploração | 20,461 | - | 131 | 19,348 | 982 | - |
| Transgás, S.A. | 16,231 | - | - | 15,362 | 869 | - |
| Lisboagás, S.A. | 13,089 | - | - | - | 13,089 | - |
| Portocogeração, S.A. | 12,378 | - | - | 10,420 | 1,958 | - |
| Lusitaniagás, S.A. | 1,903 | - | - | - | 1,903 | - |
| Petrogal Sucursal Espanha | 1,604 | - | 1,550 | - | 54 | - |
| Galp Açores, Lda. | 1,349 | - | 13 | 221 | 1,115 | - |
| Galpgeste, S.A. | 1,273 | - | - | 404 | 869 | - |
| Galp Energia, S.A. | 1,255 | - | (14) | - | 1,269 | - |
| GDP Serviços, S.A. | 1,227 | - | 279 | - | 948 | - |
| Transgás Armazenagem, S.A. | 795 | - | - | - | 795 | - |
| Duriensegás, S.A. | 427 | - | - | - | 427 | - |
| Sempre a Postos, Lda | 397 | - | - | - | 397 | - |
| Tanquisado, S.A. | 214 | - | - | - | 214 | - |
| Medigás, S.A. | 171 | - | - | - | 171 | - |
| Dianagás, S.A. | 165 | - | - | - | 165 | - |
| Next Priority, S.A. | 137 | - | (21) | - | 158 | - |
| Paxgás, S.A. | 117 | - | - | - | 117 | - |
| Adene-Agência para a Energia, S.A. | 90 | 90 | - | - | - | - |
| Petrogal Moçambique, Lda. | 58 | - | 39 | - | 19 | - |
| Gasinsular, S.A. | 37 | - | - | - | 37 | - |
| Petrogás Guiné-Bissau, Lda. | 33 | - | 16 | - | 17 | - |
| Lusitaniagás Comercialização, S.A. | 26 | - | - | - | 26 | - |
| Agroger, S.A. | 23 | - | - | - | 23 | - |
| Tagusgás, S.A. | 19 | - | 8 | - | 11 | - |
| Galp Madeira, Lda. | 14 | - | 14 | - | - | - |
| Galp Energia Rovuma, B.V. | 14 | - | - | - | 14 | - |
| Sacor Marítima | 12 | - | (2) | - | 14 | - |
| Galp Energia E&P, B.V. | 9 | - | 9 | - | - | - |
| Petrogal Angola, Lda. | 7 | - | - | - | 7 | - |
| Petromar, Lda. | 6 | - | - | - | 6 | - |
| Petrogal Cabo Verde, Lda. | 4 | - | - | - | 4 | - |
| Beiragás | 3 | - | - | - | 3 | - |
| CLC, S.A. | 1 | - | 1 | - | - | - |
| Petrogal Brasil | (7) | - | (7) | - | - | - |
| 2,047,708 | 1,697,560 | 2,511 | 242,096 | 97,149 | 8,392 |
The amount of €1,697,560 k recorded in non-current loans granted, essentially respects to shareholder loans granted to related parties which bear market interests rates and do not have a defined repayment plan. According to the Board of Directors' expectations, the loans will not be received in the short term.
The amount of €242,096 k recorded as current loans granted, respect to cash pooling loans granted to Group companies.
The amount of €97,149 k recorded in current – other receivables, includes €89,856 k which relate to income tax receivable from companies under the special taxation regime for groups of companies (Note 9), and €7,293 k which relate to other accounts receivable from Group companies (Note 14).
The amount of €8,392 k recorded in accruals and deferrals, in current assets, refers to accrued interest on loans granted, on 31 December 2014, to other Group companies.
| 2013 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Non-current | Current | ||||||||
| Company | Total related parties |
Loans granted (Note 14) |
Trade Receivables (Note 15) |
Loans Granted (Note 14) |
Other receivables (Note 9 and 14) |
Accrued income (Note 14) |
|||
| Petrogal, S.A. | 2,439,714 | 2,290,000 | 373 | 117,214 | 21,521 | 10,606 | |||
| Petrogal Sucursal Espanha | 616,554 | 611,613 | 57 | - | 4,235 | 649 | |||
| GDP Gás de Portugal, SGPS, S.A. | 298,592 | 279,240 | - | 12,608 | 6,094 | 650 | |||
| GALP Power, SGPS, S.A. | 226,989 | 224,390 | - | 477 | 914 | 1,208 | |||
| Lusitaniagás, S.A. | 44,000 | - | - | 44,000 | - | - | |||
| Galp Gás Natural, S.A. | 34,654 | - | 12 | - | 34,642 | - | |||
| Lisboagás, S.A. | 18,281 | - | - | 10,854 | 7,427 | - | |||
| Lisboagás CUR, S.A. | 6,769 | - | - | 4,889 | 1,880 | - | |||
| Galp Açores, Lda. | 4,814 | - | 32 | 4,782 | - | - | |||
| Enerfuel, S.A. | 3,020 | - | - | - | 3,020 | - | |||
| Sinecogeração, S.A. | 2,654 | - | - | 728 | 1,926 | - | |||
| Galp Madeira, Lda. | 2,301 | - | 14 | - | 2,287 | - | |||
| Galpgeste, S.A. | 2,133 | - | - | 1,332 | 801 | - | |||
| GDP Serviços, S.A. | 1,636 | - | 226 | - | 1,410 | - | |||
| Portocogeração, S.A. | 3,476 | - | - | 1,360 | 2,116 | - | |||
| Transgás, S.A. | 1,232 | - | - | - | 1,232 | - | |||
| Galp Energia, S.A. | 983 | - | - | - | 983 | - | |||
| Next Priority, S.A. | 812 | - | - | - | 812 | - | |||
| Galp Power, S.A. | 755 | - | - | - | 755 | - | |||
| Tanquisado, S.A. | 655 | - | - | - | 655 | - | |||
| Lusitaniagás Comercialização, S.A. | 537 | - | - | 479 | 58 | - | |||
| Duriensegás, S.A. | 528 | - | - | - | 528 | - | |||
| Transgás Armazenagem, S.A. | 445 | - | - | - | 445 | - | |||
| Dianagás, S.A. | 290 | - | - | 164 | 126 | - | |||
| CLT, Lda. | 114 | - | - | - | 114 | - | |||
| Tagus Re, S.A. | 106 | - | - | - | 106 | - | |||
| Paxgás, S.A. | 96 | - | - | - | 96 | - | |||
| Petrogal Brasil | 95 | - | 95 | - | - | - | |||
| Adene-Agência para a Energia, S.A. | 90 | 90 | - | - | - | - | |||
| Gasinsular-Combustíveis do Atlântico | 83 | - | - | - | 83 | - | |||
| Galp Exploração | 149 | - | 77 | - | 72 | - | |||
| Petrogal Moçambique, Lda. | 58 | - | 39 | - | 19 | - | |||
| Petrogás Guiné-Bissau, Lda. | 33 | - | 16 | - | 17 | - | |||
| Fast Access, S.A. | 26 | - | 22 | - | 4 | - | |||
| Tagusgás, S.A. | 19 | - | 8 | - | 11 | - | |||
| Soturis, S.A. | 18 | - | - | 5 | 13 | - | |||
| Numero Um | 15 | - | 4 | - | 11 | - | |||
| Galp Energia E&P, B.V. | 9 | - | 9 | - | - | - | |||
| Petrogal Angola, Lda. | 7 | - | - | - | 7 | - | |||
| Petromar, Lda. | 6 | - | - | - | 6 | - | |||
| Petrogal Cabo Verde, Lda. | 4 | - | - | - | 4 | - | |||
| Beiragás | 3 | - | - | - | 3 | - | |||
| Medigás, S.A. | 1 | - | - | - | 1 | - | |||
| CLC, S.A. | 1 | - | 1 | - | - | - | |||
| Sacor Marítima | (2) | - | (2) | - | - | - | |||
| Galp Logística de Aviação, S.A. | - | - | - | - | - | - | |||
| 3,712,755 | 3,405,333 | 983 | 198,892 | 94,434 | 13,113 |
The amount of €3,405,333 k recorded in non-current loans granted, essentially respects to shareholder loans granted to related parties which bear market interests rates and do not have a defined repayment plan. According to the Board of Directors' expectations, the loans will not be received in the short term.
The amount of €198,892 k recorded as current loans granted, includes €154,892 k which respect to cash pooling loans granted to Group companies, and €44,000 k which respect to loans granted to Group companies to reimburse during 2014. These loans bear normal market interest rates.
The amount of €94,434 k recorded in current – other receivables, includes €62,704 k which relate to income tax receivable from companies under the special taxation regime for groups of companies (Note 9), and €31,730 k which relate to other accounts receivable from Group companies (Note 14).
The amount of €13,113 k recorded in accruals and deferrals, in current assets, refers to accrued interest on loans granted, on 31 December 2013, to other Group companies.
| 2014 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Loans | Current | Other | ||||||||
| Company | Total related parties |
Trade payables |
obtained (Note 24) |
Income tax payable(Note 9) |
Payables (Note 24) |
|||||
| Galp Energia E&P, B.V. | 178,000 | - | 178,000 | - | - | |||||
| Petrogal, S.A. | 89,206 | 56 | - | 89,150 | - | |||||
| Galp Gás Natural, S.A. | 98,966 | 3 | 96,918 | 12 | 2,033 | |||||
| Galp Marketing Internacional, S.A. | 9,900 | - | 9,900 | - | - | |||||
| GDP Gás de Portugal, SGPS, S.A. | 6,576 | - | - | 6,576 | - | |||||
| Galp Madeira, S.A. | 6,659 | - | 6,659 | - | - | |||||
| Sacor Marítima, S.A. | 6.176 | - | 6.176 | - | - | |||||
| GDP Serviços | 4,918 | - | 4,918 | - | - | |||||
| Galp Exploração Timor Leste, S.A. | 3,444 | - | 3,438 | 6 | - | |||||
| Tanquisado, S.A. | 3,197 | - | 3,196 | 1 | - | |||||
| Galp Power, S.A. | 999 | - | - | 999 | - | |||||
| Lusitaniagás Comercialização S.A. | 1,284 | - | 1,284 | - | - | |||||
| Galp Energia, S.A. | 1,118 | 178 | 759 | 181 | - | |||||
| CLT, S.A. | 887 | - | 673 | 214 | - | |||||
| Lisboagás Comercial, S.A. | 915 | - | 904 | 11 | - | |||||
| Transgás, S.A. | 305 | - | - | 305 | - | |||||
| Duriensegás, S.A. | 291 | - | 291 | - | ||||||
| Galpgeste, S.A. | 168 | - | - | 168 | - | |||||
| Dianagás, S.A. | 115 | - | - | 115 | - | |||||
| Agroger, S.A. | 105 | - | 105 | - | - | |||||
| Transgás Armazenagem, S.A. | 89 | - | 66 | 23 | - | |||||
| Sempre a Postos, Lda. | 68 | - | - | 68 | 210 | |||||
| Enerfuel, S.A. | 210 | - | - | - | - | |||||
| Mediagás, S.A. | 6 | - | - | 6 | - | |||||
| Lisboagás. S.A. | 6 | - | 6 | - | ||||||
| Portocogeração, S.A. | 2 | - | - | 2 | - | |||||
| 413,610 | 237 | 312,996 | 98,134 | 2,243 |
The amount of €312,996 k recorded as current – loans obtained includes €187,900 k related with loans obtained from Galp Energia E&P, B.V. and Galp Marketing Internacional, S.A., and €125,096 k from cash pooling obtained from related parties. These loans bear normal market interest rates.
The amount of €147,728 k recorded in current – income tax payable, respects to income tax payable to companies under the special taxation regime for groups of companies (Note 9).
| 2013 | |||||||
|---|---|---|---|---|---|---|---|
| Current | |||||||
| Company | Total related parties |
Trade payables |
Loans obtained (Note 24) |
Income tax payable (Note 9) |
|||
| Galp Energia E&P, B.V. | 270,075 | - | 270,075 | - | |||
| Petrogal, S.A. | 84,016 | 213 | - | 83,803 | |||
| Galp Gás Natural, S.A. | 49,234 | 3 | 49,231 | - | |||
| Sacor Maritima, S.A. | 6,352 | 2 | 6,350 | - | |||
| Tanquisado, S.A. | 6,217 | - | 6,217 | - | |||
| Transgás, S.A. | 5,478 | - | 5,478 | - | |||
| CLT, Lda. | 5,273 | - | 5,273 | - | |||
| Transgás Armazenagem, S.A. | 5,061 | - | 5,038 | 23 | |||
| Galp Madeira, S.A. | 4,249 | - | 4,249 | - | |||
| Galp Power, S.A. | 4,073 | - | 4,072 | 1 | |||
| Galp Exploração Timor Leste, S.A. | 3,641 | - | 8 | 3,633 | |||
| GDP Serviços | 2,548 | - | 2,548 | - | |||
| Galp Exploração, S.A. | 1,530 | - | 1,530 | - | |||
| GALP Power, SGPS, S.A. | 1,439 | - | - | 1,439 | |||
| Galp Energia, S.A. | 672 | 284 | 387 | 1 | |||
| Medigás, S.A. | 510 | - | 455 | 55 | |||
| Galpgeste, S.A. | 168 | - | - | 168 | |||
| Duriensegás, S.A. | 164 | - | 164 | - | |||
| Paxgás | 137 | - | 137 | - | |||
| Tripul, S.A. | 95 | - | 95 | - | |||
| Sinecogeração, S.A. | 55 | - | - | 55 | |||
| Soturis, S.A. | 34 | - | - | 34 | |||
| Galp Logistica de Aviação, S.A. | 16 | - | - | 16 | |||
| Galp Gás Natural Distribuição, SGPS, S.A. | 8 | - | - | 8 | |||
| 451,045 | 502 | 361,307 | 89,236 |
The amount of €361,307 k recorded as current – loans obtained includes €270,075 k related with loans obtained from Galp Energia E&P, B.V., and €91,232 k from cash pooling obtained from related parties. These loans bear normal market interest rates.
The amount of €89,236 k recorded in current – income tax payables, respects to income tax payable to companies under the special taxation regime for groups of companies (Note 9).
| 2014 | ||||||
|---|---|---|---|---|---|---|
| Company | Operating costs |
Operating income |
Financial costs (Note 8) |
Financial income (Note 8) |
||
| Agroger, S.A. | - | - | 1 | (6) | ||
| Amorim, B.V. | 1,288 | - | - | - | ||
| CLT, Lda | - | - | 6 | (6) | ||
| Dianagás, S.A. | - | - | - | (12) | ||
| Duriensegás, S.A. | - | - | 2 | - | ||
| Galp Exploração Timor Leste, S.A. | - | - | - | (2) | ||
| Galp Açores, Lda. | - | (115) | - | (77) | ||
| Galp Energia E&P, B.V. | - | (103) | 9,093 | - | ||
| Galp Energia Portugal Holding, B.V. | - | - | 273 | - | ||
| Galp Energia, S.A. | 1,664 | (654) | 1 | (109) | ||
| Galp ER BV-Suc Moçambique | - | (14) | - | - | ||
| Galp Exploração, S.A. | - | (1,279) | 35 | (371) | ||
| Galp Gás Natural Distribuição, S.A. | - | - | - | (4) | ||
| Galp Gás Natural, S.A. | - | - | 136 | (110) | ||
| Galp Madeira, Lda. | - | (140) | 11 | - | ||
| Galp Marketing Internacional | - | - | 6 | - | ||
| Galp Power, S.A. | - | - | 6 | (278) | ||
| Galpgeste, S.A. | - | (3) | 1 | (10) | ||
| GDP Gás de Portugal, SGPS, S.A. | - | - | 28 | (27,301) | ||
| GDP Serviços, S.A. | - | (2,740) | 7 | (18) | ||
| Lisboagás CUR, S.A. | - | - | - | (188) | ||
| Lisboagás, S.A. | - | (9) | 8 | (49) | ||
| Lusitaniagás CUR | - | - | 1 | (8) | ||
| Lusitaniagás, S.A. | - | - | - | (1,202) | ||
| Medigás, S.A. | - | - | 1 | - | ||
| Petrogal, S.A. | 718 | (4,688) | 1 | (87,413) | ||
| Petrogal, Sucursal España | - | (827) | - | (13,225) | ||
| PortCogeração, S.A. | - | - | - | (276) | ||
| Sacor Marítima, S.A. | - | (17) | 3 | (4) | ||
| Setgás, S.A. | - | (1) | - | - | ||
| Tagus Re, S.A. | - | (31) | - | - | ||
| Tanquisado S.A. | - | (1) | 1 | (4) | ||
| Transgás Armazenagem, S.A. | - | - | 8 | - | ||
| Transgás, S.A. | - | - | 26 | (111) | ||
| 3,670 | (10,622) | 9,654 | (130,784) |
The amount of €2,645 k recorded as operating costs, includes the amount of €1,046 k related with Board costs charged by shareholder Amorim, B.V., and the amount of €1,564 k related with services rendered by subsidiary Galp Energia, S.A., namely, consulting services and management support in the areas of accounting, treasury, financial management, administrative and logistics, purchasing and procurement, fixed assets, auditing, information systems, human resources and training.
The amount of €10,622 k recorded as operating income includes the amount of de €9,730 k related with management services and €892 k of recharged expenses paid on behalf of other Group companies.
| 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial | Financial | |||||||
| Operating | Operating | costs | income | |||||
| Company | costs | income | (Note 8) | (Note 8) | ||||
| Amorim, B.V. | 1,503 | - | - | - | ||||
| CLT, Lda | - | - | 2 | (12) | ||||
| Dianagás, S.A. | - | - | - | (46) | ||||
| Duriensegás, S.A. | - | - | 1 | (2) | ||||
| Eni, S.p.A. | (90) | - | - | - | ||||
| Galp Exploração Timor Leste, S.A. | - | - | 1 | - | ||||
| Galp Açores, Lda. | - | (115) | - | (173) | ||||
| Galp Sinopec Brasil Serviços, B.V. | - | (152) | - | - | ||||
| Galp Energia E&P, B.V. | - | (100) | 26,008 | - | ||||
| Galp Bioenergy, B.V. | - | - | (31) | |||||
| Galp Energia, S.A. | 1,710 | (4) | 4 | (70) | ||||
| Galp Exploração, S.A. | - | (793) | 40 | (11) | ||||
| Galp Gás Natural, S.A. | - | (114) | 75 | (157) | ||||
| Galp Madeira, Lda. | - | (140) | 4 | (126) | ||||
| Galp Power, S.A. | - | - | - | (1,608) | ||||
| GALP Power, SGPS, S.A. | - | - | - | (8,062) | ||||
| Galpgeste, S.A. | - | - | - | (59) | ||||
| GásInsular, Lda. | - | - | - | (3) | ||||
| GDP Gás de Portugal, SGPS, S.A. | - | - | 1 | (8,377) | ||||
| GDP Serviços, S.A. | - | (2,204) | 2 | (5) | ||||
| Lisboagás CUR, S.A. | - | - | 1 | (74) | ||||
| Lisboagás, S.A. | - | - | 17 | (24) | ||||
| Medigás, S.A. | - | - | - | (14) | ||||
| Lusitaniagás, S.A. | - | - | - | (933) | ||||
| Lusitaniagás CUR | - | - | - | (50) | ||||
| Paxgás, S.A. | - | - | 1 | - | ||||
| Petrogal Brasil | - | (1,237) | - | - | ||||
| Petrogal, S.A. | 886 | (3,636) | 4 | (111,218) | ||||
| Petrogal, Sucursal España | - | (688) | - | (5,807) | ||||
| PortCogeração, S.A. | - | - | - | (218) | ||||
| Sacor Maritima, S.A. | - | - | 23 | - | ||||
| Sinecogeração, S.A. | - | - | 2 | (151) | ||||
| Soturis, S.A. | - | - | - | (26) | ||||
| Tagus Re, S.A. | - | (213) | - | - | ||||
| Tanquisado, S.A. | - | - | 10 | (1) | ||||
| Transgás Armazenagem, S.A. | - | - | - | (479) | ||||
| Transgás, S.A. | - | - | 9 | (72) | ||||
| 4,009 | (9,396) | 26,205 | (137,809) |
The amount of €4,009 k recorded as operating costs, includes the amount of €1,503 k related with Board costs charged by shareholder Amorim, B.V., and the amount of €1,710 k related with services rendered by subsidiary Galp Energia, S.A., namely, consulting services and management support in the areas of accounting, treasury, financial management, administrative and logistics, purchasing and procurement, fixed assets, auditing, information systems, human resources and training.
The amount of €9,396 k recorded as operating income includes the amount of de €9,115 k related with management services and €284 k of recharged expenses paid on behalf of other Group companies.
The amount of €137,809 k refers to accrued interest on loans granted to related parties during 2014.
The remuneration of Galp Energia Corporate Board members for the years ended 31 December 2014 and 2013, had the following detail:
| December 2014 | December 2013 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary | Pension plans |
Allowances for rent and travels |
Bonuses | Other charges and adjustments |
Total | Salary | Pension plans |
Allowances for rent and travels |
Bonuses | Other charges and adjustments |
Total | |
| Corporate Boards | ||||||||||||
| of Galp Energia, SGPS, S.A. | ||||||||||||
| Executive management | 3,711 | 803 | 292 | 2,783 | 178 | 7,767 | 3,482 | 810 | 149 | 2,020 | 23 | 6,484 |
| Non-executive management |
695 | - | - | - | - | 695 | 733 | - | - | - | - | 733 |
| Supervisory Board | 92 | - | - | - | - | 92 | 92 | - | - | - | - | 92 |
| General shareholders | 2 | - | - | - | - | 2 | 2 | - | - | - | - | 2 |
| 4,500 | 803 | 292 | 2,783 | 178 8,556 | 4,309 | 810 | 149 | 2,020 | 23 7,311 |
The amounts of €8,556 k and €7,311 k, recorded in the years ended 31 December 2014 and 2013, respectively, include €7,268 k and €6,355 k recorded as employee costs (Note 6) and €1,288 k and €956 k recorded as "External supplies and services".
In accordance with the current policy, remuneration of Galp Energia Corporate Board members includes all the remuneration due for the positions held in Galp Energia Group and all accrued amounts.
During the year of 2014, the charged fees by the statutory auditor amounted € 120 k.
Dividends attributed to the Company's shareholders amounted to €238,824 k, in accordance with the decision of the general shareholders meeting of 28 April 2014, relating to net profit for 2013. From this amount, €119,412 k was paid in advance in October 2013.
Additionally, the Board of Directors approved the payment of an interim dividend, in the amount of €143,295 k. The amount was fully paid on 18 September 2014.
Not applicable.
Galp Energia is exposed to several types of risks, market (interest rate), liquidity and credit risks, inherent to the oil and natural gas industries, which affect its results.
The total interest rate position is managed centrally. Interest rate exposure relates mainly to bank loans. Exposure to interest rate is mostly related with interest bearing bank debt. The goal of managing interest rate risk is to reduce the volatility of financial costs in the income statement. The interest rate risk management policy is aimed at reducing exposure to variable rates fixing interest rate risk on loans, using simple derivatives such as swaps.
Liquidity risk is defined as the amount by which profit and/or cash flow of the business are affected as a result of the Group's constraint to obtain the financial resources necessary to meet its operating and investment commitments.
Galp Energia Group finances itself through cash flows generated by its operations, and also maintains a diversified portfolio of loans. The Group has access to credit amounts that are not fully used but that are at its disposal. These credits can cover all loans that are repayable in 12 months. The available short and medium-long term lines of credit that are not being used are sufficient to meet any immediate demand.
Credit risk results from potential non-compliance by one of the parties, of contractual obligations to pay and so the risk level depends on the financial credibility of the counterparty. In addition, counterparty credit risk exists on monetary investments and hedging instruments. Credit risk limits are established by Galp Energia and are implemented in the various business segments. The credit risk limits are defined and documented and credit limits for certain counterparties are based on their credit ratings, period of exposure and monetary amount of the exposure to credit risk.
Impairment of accounts receivable is explained in Notes 14 and 15.
As of 31 December 2014, responsibilities with pledged guarantees amounted to €51,687 k being constituted essentially by:
As of 31 December 2014, there were standby letters unused import credits totalling \$13,605 k related to insurance premiums.
There were no subsequent events after 31 December 2014 with relevant material impact.
The financial statements were approved by the Board of Directors on 20 March 2015.
THE ACCOUNTANT Carlos Alberto Nunes Barata THE BOARD OF DIRECTORS Chairman: Américo Amorim Vice-Chairmen: Manuel Ferreira De Oliveira Luís Palha da Silva Members: Paula Amorim Filipe Crisóstomo Silva Carlos Gomes da Silva Sérgio Gabrielli de Azevedo Thore E. Kristiansen Abdul Magid Osman
Luís Manuel Moreira de Campos e Cunha Raquel Rute da Costa David Vunge Miguel Athayde Marques Carlos Costa Pina Rui Paulo Gonçalves Luís Manuel Todo Bom Fernando Gomes Diogo Mendonça Tavares Joaquim José Borges Gouveia José Carlos da Silva Costa Jorge Manuel Seabra de Freitas
These financial statements are a translation of financial statements originally issued in Portuguese in accordance with IFRS as adopted by the EU (Note 2.1) some of which may not conform to generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.
PricewaterhouseCoopers & Associados – Sociedade de Revisores Oficiais de Contas, Lda. Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
António Joaquim Brochado Correia, R.O.C.
(This is a translation, not to be signed)
(Free translation from the original in Portuguese)
March 20, 2015
P. Matos Silva, Garcia Jr., P. Caiado & Associados, Sociedade de Revisores Oficiais de Contas, Lda. represented by
Pedro Matos Silva, R.O.C.
03
04
According to the legislation in force and the Company's articles of association, and under our mandate, we hereby present our opinion on the management report, the individual and consolidated financial statements and the proposed allocation of net profit presented by the Board of Directors of Galp Energia SGPS, S.A., with regards to the year ended 31 December 2014.
We have met several times both with the statutory auditor and with the external auditor, monitoring both the audit activities and the legal certification of the accounts, as well as supervising their independence and competence. We have reviewed both the legal certification of the accounts as well as the audit report of the individual and consolidated accounts, which deserve our agreement.
Under the scope of our mandate, we have verified and we hereby declare to the extent of our knowledge that:
Accordingly, taking into consideration the information received from the Board of Directors and other Company departments, as well as the conclusions set out in the legal certification of the accounts and the audit report about the individual and consolidated financial statements, we express our agreement to the management report, to the individual and consolidated financial statements and to the proposal of application of net profit for the financial year 2014 and we are of the opinion that those documents should be approved by the General Shareholders Meeting.
Lastly, the Supervisory Board wishes to express its gratitude to the Board of Directors and to the Executive Committee of Galp Energia, SGPS, S.A., whose cooperation greatly simplified, at all times, the exercise of the Supervisory Board's duties.
Lisbon, 20 March 2015
Daniel Bessa Fernandes Coelho
Gracinda Augusta Figueiras Raposo
Pedro Antunes de Almeida
Chairman of the Supervisory Board of Galp Energia, SGPS, S.A., hereby declares that, under terms and the purposes of paragraph 1 c) of article 245 of the CVM, to the best of his knowledge, the accounts report, the financial statements, legal certification of the accounts and further accounting documents, were prepared in compliance with the applicable accounting requirements, and give a true and fair view of the assets, liabilities, financial position and results of Galp Energia and the companies included in the consolidation as a whole, and the accounts report includes a fair review of the development of the business and the performance and position of Galp Energia and the undertakings included in the consolidation taken as a whole; and includes an accurate description of the principal risks and uncertainties faced by Galp Energia's operations.
Lisbon, 20 March 2015 Daniel Bessa Fernandes Coelho
Gracinda Augusta Figueiras Raposo, member of the Supervisory Board of Galp Energia, SGPS, S.A., hereby declares that, under terms and the purposes of paragraph 1 c) of article 245 of the CVM, to the best of her knowledge, the accounts report, the financial statements, legal certification of the accounts and further accounting documents, were prepared in compliance with the applicable accounting requirements, and gives a true and fair view of the assets, liabilities, financial position and results of Galp Energia and the companies included in the consolidation as a whole, and the accounts report includes a fair review of the development of the business and the performance and position of Galp Energia and the undertakings included in the consolidation taken as a whole; and includes an accurate description of the main risks and uncertainties faced by Galp Energia's operations.
Lisbon, 20 March 2015 Gracinda Augusta Figueiras Raposo
Pedro Antunes de Almeida, member of the Supervisory Board of Galp Energia, SGPS, S.A., hereby declares that, under terms and the purposes of paragraph 1 c) of article 245 of the CVM, to the best of his knowledge, the accounts report, the financial statements, legal certification of the accounts and further accounting documents, were prepared in compliance with the applicable accounting requirements, and gives a true and fair view of the assets, liabilities, financial position and profit or loss of Galp Energia and the companies included in the consolidation as a whole, and the accounts report includes a fair review of the development of the business and the performance and position of Galp Energia and the undertakings included in the consolidation taken as a whole; and includes an accurate description of the main risks and uncertainties faced by Galp Energia's operations
Lisbon, 20 March 2015 Pedro Antunes de Almeida
04
Annual activity report of the Supervisory Board for the financial year 2014
In accordance with article paragraph 1 g) of article 420 of the CSC and of paragraph 1 g) of article 8 of the Supervisory Board regulations of Galp Energia, SGPS, S.A. (hereinafter referred to as Galp Energia or Company), the Board hereby presents its report on the supervisory activities performed during 2014.
According to the corporate governance model implemented by Galp Energia, which consists in the Latin model set out in paragraph 1 a) of article 278 and paragraph 1 b) of article 413, both from the Companies Code, the Supervisory Board is responsible for supervising the Company's activities.
The Supervisory Board in office was elected at the general shareholders meeting held on 30 May 2011, for the 2011-2013 term of office, a term that was extended to four years (2011 to 2014) by a resolution passed at the general shareholders meeting of 24 April 2012, and comprises three independent members, in accordance with the criteria set out in paragraph 5 of article 414 of the Companies Code.
All members of the Supervisory Board meet the compatibility criteria for the performance of their duties as laid down in paragraph 1 of article 414-A of the Companies Code.
The main duties of the Supervisory Board, as described in the respective regulation which is available via the Company's website, refer to the following key areas:
During 2014 the Supervisory Board held 12 meetings and implemented several measures within the scope of its duties, of which the following are highlighted:
Ongoing monitoring of the Company during 2014 was undertaken, in particular, through regular meetings with the heads of the Internal Auditing division, of the Risk-Management Committee, the Investor Relations Division, the Statutory Auditor and the External Auditor, as well as the Executive Director responsible for the area of finance, the Company Secretary and the heads of Accounts and of Planning and Corporate Control.
During 2014, the Supervisory Board also monitored Galp Energia's corporate governance system and its compliance with legal and statutory requirements, as well as legislative and regulatory developments in the field of corporate governance, in particular those issued by the CMVM, including recommendations relevant to the performance of its duties, having accompanied the process of corporate governance improvement.
Also within the context of monitoring corporate governance matters, the Supervisory Board has reviewed the corporate governance report for 2014, and confirmed that the report includes the information required by article 245-A of the CVM and by the CMVM regulation no. 4/2013.
The Supervisory Board has monitored the accounting policies, criteria and practices and the reliability of the financial information through a review of the reports of the Statutory Auditor and External Auditor, and through an appraisal of the findings of the audits and of the procedure evaluations performed during the year by the Statutory Auditor and the External Auditor.
In fact, the Supervisory Board has reviewed the 2014 audit and legal certification of the accounts, having issued a favourable opinion thereon.
Access to the financial information by the Supervisory Board was conducted on a regular and adequate basis, and there were no constraints to its duties.
04
The Supervisory Board monitors the effectiveness of the risk-management, internal-control and internal-audit systems, the creation and implementation of which are the responsibility of the Executive Committee, as well as assesses on annual basis the working of the systems and respective internal procedures.
During 2014 the Supervisory Board performed several measures directed at monitoring, supervising and evaluating the working and adequacy of Galp Energia's internal-control, risk-management and internal-audit systems, having submitted recommendations and proposed amendments to the working of those systems as deemed justified and necessary.
Within the scope of its supervisory duties, the Supervisory Board was also charged with supervising the implementation by the Company of principles and policies for the identification and management of key financial and operational risks associated with Galp Energia's business, having supervised the measures to monitor, control and disclose the risks.
The Supervisory Board's understanding is that the Executive Committee and the Board of Directors have attributed increasing importance to the development and improvement of the risk-management, internal-control and internal-audit systems, in line with CMVM recommendations in relation to the Corporate Governance Code.
The Supervisory Board has supervised the activity of the Internal Auditing division during 2014, which reports functionally to this Board, through regular monitoring of the implementation of the respective annual plan of activities for the assessment of the risks of the processes and systems of the business units and of the conclusions as to how risks are managed and resources allocated, having received from the division periodic reports and information concerning matters related to the submission of accounts, identification or resolution of conflicts of interest and the identification of potential illegalities.
Evaluation of the proper working of the risk-management and internal-control systems, and assessment of the effectiveness and efficiency of the implementation of controls and mitigation systems were performed by the Internal Auditing division, independently and systematically, having regularly informed and drawn the attention of the Supervisory Board to the more relevant comments and recommendations, detailing opportunities for improvement and corrective measures.
The Supervisory Board further considers that, in implementing the established work plan, the assessment of the internal control systems and of compliance with established procedures, as well as the use of the resources allocated, were performed efficiently.
The Supervisory Board performed its duties as the Company's interlocutor with the External Auditor and as the first recipient of the information it draws up, having provided the External Auditor with the information and other appropriate conditions required for the effective performance of its activity.
During 2014 the Supervisory Board assessed the activity of the External Auditor, having monitored its activity on a regular basis, in particular through critical appraisal of the reports and documentation that it produced in the performance of its duties, and also appraised the procedure-alteration recommendations made by the External Auditor.
In its annual assessment, the Supervisory Board considers that the External Auditor provided its services in a satisfactory manner in accordance with the defined work plan, having complied with the applicable rules and regulations, revealed technical rigour in its activities, quality in its conclusions – particularly with regard to the legal audit of the accounts – timeliness and efficiency in the recommendations presented and competence in its procedures.
Considering the assessment of the External Auditor's activity, as well as the interest in ensuring the continuity of external audit services, the Supervisory Board in its meeting held on March 6, 2014 proposed to the Company the extension of the external audit agreement for an additional period of two years
Within the scope of its verification of compliance by the External Auditor with the rules of independence, the Supervisory Board accompanied, during 2014, the provision of services other than audit services, which depends of a prior appraisal by the Supervisory Board, having confirmed the independence of the External Auditor. The Supervisory Board notes that the amount of services other than assurance corresponds to 31,2% of the total of services provided by the External Auditor, exceeding the reference amount set out in recommendation IV.2 of the CMVM Corporate Governance Code approved in 2013. external auditor for services other than audit services is currently in progress.
The corporate governance report for 2014 contains information on significant relations of a commercial nature between the Company and holders of qualifying holdings, as well as on related-party transactions subject to the prior opinion of the Supervisory Board, in respect of 2014.
In accordance with best corporate governance practices and applicable market rules, as well as in line with the principles of fairness, correctness, honesty, transparency and integrity on the basis of which Galp Energia conducts its business, the Galp Energia policy governing the reporting of irregularities, available on its official website, governs the mechanism for reporting to the body responsible, the Supervisory Board, irregularities occurring at Galp Energia Group companies.
The irregularities-reporting policy aims to allow any shareholder, employee, customer or supplier to report freely any irregularities they detect or of which they take cognisance or have reasoned suspicion, occurring at Galp Energia or its subsidiaries, in particular as regards compliance with current legislation, standards and internal regulations, the code of ethics and the anti-corruption policy, and ancillary procedures.
To support the work of the Supervisory Board in the matter reporting irregularities, the Supervisory Boards' support office was set up in 2013, on which it has delegated the operational management and smooth operation of the mechanism for reporting irregularities under the terms of the respective regulation.
The Supervisory Board has prepared a report in relation to the irregularities notified and the procedures resulting therefrom during 2014, in accordance to the information duty set out in item 2 of the policy on communication of irregularities and has made such report available to the Board of Directors. Considering the communications received, the conclusion was that they did not have impact regarding matters related with accounting, financial, internal control and audit. On the other hand, there was a small number of irregularities communicated through the respective mechanism.
Lastly, the Supervisory Board would like to express its thanks to the Board of Directors and to the Executive Committee of Galp Energia, SGPS, S.A. for the co-operation provided in the performance of their duties.
Lisbon, 20 March 2015
Chair - Daniel Bessa Fernandes Coelho
Member - Gracinda Augusta Figueiras Raposo
Member - Pedro Antunes de Almeida
Cover photograph Manuel Aguiar
design and conception Plot Content Agency
Galp Energia, SGPS, S.A. Public Company Strategy and Investor Relations Division
Rua Tomás da Fonseca, Torre C 1600 – 209 Lisboa Tel.: +351 217 240 866 Fax: +351 217 242 965 e-mail: [email protected] www.galpenergia.com
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