Quarterly Report • Nov 8, 2016
Quarterly Report
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PGE Polska Grupa Energetyczna S.A. Condensed interim consolidated financial statements for the 3-month and 9-month period
ended September 30, 2016 in accordance with IFRS EU (in PLN million)
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME3 | |||||
|---|---|---|---|---|---|
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION4 | |||||
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 5 | |||||
| CONSOLIDATED STATEMENT OF CASH FLOWS 6 | |||||
| GENERAL INFORMATION, BASIS FOR PREPARATION OF THE FINANCIAL STATEMENTS AND OTHER EXPLANATORY INFORMATION7 | |||||
| 1. | General information7 | ||||
| 1.1 | Information about the parent company7 | ||||
| 1.2 1.3 |
Information about the PGE Group8 Structure of the PGE Group 8 |
||||
| 2. | Basis for preparation of the financial statements11 | ||||
| 2.1 | Statement of compliance11 | ||||
| 2.2 | Presentation and functional currency11 | ||||
| 2.3 | New standards and interpretations published, not yet effective11 | ||||
| 2.4 | Professional judgment of management and estimates12 | ||||
| 3. 3.1 |
The analysis of impairment of property, plant and equipment, intangible assets and goodwill13 The analysis of impairment of power generating assets of Conventional Generation segment13 |
||||
| 3.2 | The analysis of impairment of the power generating assets of Renewable Energy segment 13 | ||||
| 4. | Changes of accounting principles and data presentation15 | ||||
| 5. | Fair value hierarchy17 | ||||
| EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS18 | |||||
| EXPLANATORY NOTES TO THE OPERATING SEGMENTS18 | |||||
| 6. | Information on operating segments18 | ||||
| EXPLANATORY NOTES TO THE STATEMENT OF COMPREHENSIVE INCOME21 | |||||
| 7. | Revenues and expenses21 | ||||
| 7.1 | Sales revenues21 | ||||
| 7.2 7.3 |
Cost by nature and function22 Other operating income and expenses24 |
||||
| 7.4 | Financial income and expenses25 | ||||
| 7.5 | Share of profit of associates and entities jointly controlled accounted for under the equity method 25 | ||||
| 8. | Impairment allowances on assets26 | ||||
| 9. | Tax in the statement of comprehensive income26 | ||||
| EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION27 | |||||
| 10. | Significant additions and disposals of property, plant and equipment and intangible assets27 | ||||
| 11. | Future investment commitments27 | ||||
| 12. | Shares in associates and entities jointly controlled accounted for under the equity method27 | ||||
| 13. 13.1 |
Deferred tax in the statement of financial position28 Deferred tax assets28 |
||||
| 13.2 | Deferred tax liabilities28 | ||||
| 14. | CO2 emission rights for own use29 | ||||
| 15. | Other current and non-current assets29 | ||||
| 15.1 | Other non-current assets29 | ||||
| 15.2 | Other current assets29 | ||||
| 16. | Selected financial assets30 | ||||
| 16.1 | Trade and other financial receivables30 | ||||
| 16.2 | Cash and cash equivalents30 | ||||
| 17. 18. |
Derivatives31 Equity31 |
||||
| 18.1 | Share capital32 | ||||
| 18.2 | Capital from valuation of financial instruments32 | ||||
| 18.3 | Dividends paid and dividends declared33 | ||||
| 19. | Provisions33 | ||||
| 19.1 | Provision for employee benefits34 | ||||
| 19.2 19.3 |
Rehabilitation provision35 Provision for deficit of CO2 emission rights35 |
||||
| 19.4 | Provision for non-contractual use of property35 | ||||
| 19.5 | Other provisions35 | ||||
| 20. | Financial liabilities35 | ||||
| 20.1 | Loans, borrowings, bonds and lease36 | ||||
| 20.2 | Trade and other financial liabilities37 | ||||
| OTHER EXPLANATORY NOTES 37 | |||||
| 21. 21.1 |
Contingent liabilities and receivables. Legal claims37 Contingent liabilities37 |
||||
| 21.2 | Other significant issues related to contingent liabilities38 | ||||
| 21.3 | Contingent receivables38 | ||||
| 21.4 | Other legal claims and disputes38 | ||||
| 22. | Tax settlements39 | ||||
| 23. | Information on related parties40 | ||||
| 23.1 | Associates and entities jointly controlled40 | ||||
| 23.2 | Subsidiaries of the State Treasury 40 | ||||
| 23.3 24. |
Management personnel remuneration41 Significant events of the reporting period and subsequent events41 |
||||
| Note | 3 months ended September 30, 2016 (not audited) |
9 months ended |
3 months ended September 30, 2015 (not audited) data restated* |
9 months ended |
|
|---|---|---|---|---|---|
| STATEMENT OF PROFIT OR LOSS | |||||
| SALES REVENUES | 7.1 | 6,897 | 20,563 | 6,915 | 21,160 |
| Costs of goods sold | 7.2 | (5,517) | (17,339) | (5,140) | (24,613) |
| GROSS PROFIT/(LOSS) ON SALES | 1,380 | 3,224 | 1,775 | (3,453) | |
| Distribution and selling expenses General and administrative expenses |
7.2 7.2 |
(350) (163) |
(1,077) (562) |
(322) (181) |
(1,054) (583) |
| Other operating income | 7.3 | 64 | 389 | 73 | 405 |
| Other operating expenses | 7.3 | (36) | (127) | (33) | (177) |
| OPERATING PROFIT/(LOSS) | 895 | 1,847 | 1,312 | (4,862) | |
| Financial income | 7.4 | 14 | 63 | 24 | 134 |
| Financial expenses | 7.4 | (61) | (265) | (73) | (244) |
| Share of profit/(loss) of entities accounted for using equity method | 7.5 | (19) | (61) | - | - |
| PROFIT/(LOSS) BEFORE TAX | 829 | 1,584 | 1,263 | (4,972) | |
| Current income tax | 9 | (142) | (369) | (260) | (557) |
| Deferred income tax | 9 | (31) | (16) | 26 | 1,499 |
| NET PROFIT/(LOSS) FOR THE REPORTING PERIOD | 656 | 1,199 | 1,029 | (4,030) | |
| OTHER COMPREHENSIVE INCOME | |||||
| Items, which may be reclassified to profit or loss, including: | |||||
| Valuation of financial instruments | (1) | (1) | - | - | |
| Valuation of hedging instruments | 18.2 | 19 | 59 | (5) | 71 |
| Foreign exchange differences from translation of foreign entities | (3) | 1 | 1 | (1) | |
| Deferred tax | 9 | (3) | (11) | 1 | (13) |
| Items, which will not be reclassified to profit or loss, including:: | |||||
| Actuarial gains and losses from valuation of provisions for employee benefits | - | - | 2 | 142 | |
| Deferred tax | 9 | - | - | - | (27) |
| OTHER COMPREHENSIVE INCOME FOR THE REPORTING PERIOD, NET | 12 | 48 | (1) | 172 | |
| TOTAL COMPREHENSIVE INCOME | 668 | 1,247 | 1,028 | (3,858) | |
| NET PROFIT/(LOSS) ATTRIBUTABLE TO: | |||||
| – equity holders of the parent company | 656 | 1,202 | 1,029 | (4,026) | |
| – non-controlling interests | - | (3) | - | (4) | |
| NET PROFIT/(LOSS) ATTRIBUTABLE TO: | |||||
| – equity holders of the parent company | 668 | 1,250 | 1,028 | (3,854) | |
| – non-controlling interests | - | (3) | - | (4) | |
| EARNINGS AND DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY (IN PLN) |
0.35 | 0.64 | 0.56 | (2.15) |
* for information regarding restatement of comparative figures please refer to note 4 of these financial statements
| Note | As at September 30, 2016 (not audited) |
As at December 31, 2015 (audited) |
As at September 30, 2015 (not audited) data restated* |
|
|---|---|---|---|---|
| NON-CURRENT ASSETS | ||||
| Property, plant and equipment | 10 | 49,998 | 47,068 | 43,850 |
| Investment property | 31 | 30 | 31 | |
| Intangible assets | 630 | 904 | 873 | |
| Financial receivables | 16.1 | 148 | 142 | 137 |
| Derivatives | 17 | 132 | 43 | 41 |
| Available-for-sale financial assets | 35 | 15 | 15 | |
| Shares in associates accounted for under the equity method | 12 | 308 | 8 | 8 |
| Other non-current assets | 15.1 | 800 | 1,063 | 1,306 |
| Deferred tax assets | 13 | 247 | 313 | 409 |
| 52,329 | 49,586 | 46,670 | ||
| CURRENT ASSETS | ||||
| Inventories | 1,643 | 1,959 | 2,716 | |
| CO2 emission rights for own use | 14 | 2,100 | 2,172 | 1,294 |
| Income tax receivables | 15 | 101 | 20 | |
| Derivatives | 17 | 9 | 7 | 23 |
| Trade and other financial receivables | 16.1 | 3,698 | 3,748 | 3,505 |
| Available-for-sale financial assets | 4 | 4 | 9 | |
| Other current assets | 15.2 | 428 | 599 | 520 |
| Cash and cash equivalents | 16.2 | 5,386 | 3,104 | 5,084 |
| Assets classified as held-for-sale | 20 | 16 | 16 | |
| 13,303 | 11,710 | 13,187 | ||
| TOTAL ASSETS | 65,632 | 61,296 | 59,857 | |
| EQUITY | ||||
| Share capital | 18.1 | 18,698 | 18,698 | 18,698 |
| Reserve capital for increase of the share capital | 467 | - | - | |
| Capital from valuation of financial instruments | 18.2 | 26 | (21) | (3) |
| Foreign exchange differences from translation | - | (1) | (2) | |
| Reserve capital | 13,730 | 13,009 | 13,009 | |
| Retained earnings | 8,068 | 8,636 | 7,753 | |
| EQUITY ATTRIBUTED TO EQUITY HOLDERS OF THE PARENT COMPANY | 40,989 | 40,321 | 39,455 | |
| Non-controlling interests | 86 | 96 | 99 | |
| TOTAL EQUITY | 41,075 | 40,417 | 39,554 | |
| NON-CURRENT LIABILITIES | ||||
| Non-current provisions | 19 | 6,244 | 6,044 | 5,479 |
| Loans, borrowings, bonds and lease | 20.1 | 9,076 | 5,118 | 4,585 |
| Derivatives | 17 | 48 | 55 | 64 |
| Deferred tax liabilities | 13 | 816 | 852 | 661 |
| Deferred income and government grants | 1,161 | 1,192 | 1,172 | |
| Other financial liabilities | 20.2 | 27 17,372 |
34 13,295 |
36 11,997 |
| CURRENT LIABILITIES | ||||
| Current provisions | 19 | 2,038 | 1,809 | 2,193 |
| Loans, borrowings, bonds and lease | 20.1 | 390 | 291 | 252 |
| Derivatives | 17 | - | 34 | 84 |
| Trade and other financial liabilities | 20.2 | 2,841 | 3,945 | 2,784 |
| Income tax liabilities | 103 | 5 | 271 | |
| Deferred income and government grants | 117 | 112 | 121 | |
| Other current non-financial liabilities | 1,696 | 1,388 | 2,601 | |
| 7,185 | 7,584 | 8,306 | ||
| TOTAL LIABILITIES | 24,557 | 20,879 | 20,303 | |
| TOTAL EQUITY AND LIABILITIES | 65,632 | 61,296 | 59,857 |
* for information regarding restatement of comparative figures please refer to note 4 of these financial statements
| Share capital | Reserve capital for increase of the share capital |
Hedging reserve |
Foreign exchange differences from translation |
Reserve capital |
Retained earnings |
TOTAL | Non controlling interests |
TOTAL EQUITY |
|
|---|---|---|---|---|---|---|---|---|---|
| Note | 18.1 | 18.2 | |||||||
| AS AT JANUARY 1, 2015 | 18,698 | - | (61) | (1) | 9,231 | 16,901 | 44,768 | 116 | 44,884 |
| Net loss for the reporting period | - | - | - | - | - | (3,032) | (3,032) | (5) | (3,037) |
| Other comprehensive income | - | - | 40 | - | - | 12 | 52 | - | 52 |
| COMPREHENSIVE INCOME | - | - | 40 | - | - | (3,020) | (2,980) | (5) | (2,985) |
| Retained earnings distribution | - | - | - | - | 3,778 | (3,778) | - | - | - |
| Dividend | - | - | - | - | - | (1,458) | (1,458) | (4) | (1,462) |
| Changes within the Group | - | - | - | - | - | - | - | 68 | 68 |
| Acquisition of additional shares in subsidiaries |
- | - | - | - | - | (10) | (10) | (78) | (88) |
| Other changes | - | - | - | - | - | 1 | 1 | (1) | - |
| TRANSACTIONS WITH OWNERS | - | - | - | - | 3,778 | (5,245) | (1,467) | (15) | (1,482) |
| AS AT DECEMBER 31, 2015 | 18,698 | - | (21) | (1) | 13,009 | 8,636 | 40,321 | 96 | 40,417 |
| Net loss for the reporting period | - | - | - | - | - | 1,202 | 1,202 | (3) | 1,199 |
| Other comprehensive income | - | - | 47 | 1 | - | - | 48 | - | 48 |
| COMPREHENSIVE INCOME | - | - | 47 | 1 | - | 1,202 | 1,250 | (3) | 1,247 |
| Retained earnings distribution | - | - | - | - | 1,301 | (1,301) | - | - | - |
| Dividend | - | - | - | - | - | (467) | (467) | (4) | (471) |
| Increase of the share capital from own funds |
- | 467 | - | - | (467) | - | - | - | - |
| Tax on the increase of the share capital | - | - | - | - | (110) | - | (110) | - | (110) |
| Acquisition of additional shares in subsidiaries |
- | - | - | - | - | (2) | (2) | (3) | (5) |
| Other changes | - | - | - | - | (3) | - | (3) | - | (3) |
| TRANSACTIONS WITH OWNERS | - | 467 | - | - | 721 | (1,770) | (582) | (7) | (589) |
| ASAT SEPTEMBER 30, 2016 | 18,698 | 467 | 26 | - | 13,730 | 8,068 | 40,989 | 86 | 41,075 |
| Share capital Hedging reserve | Foreign exchange differences from translation |
Reserve capital | Retained earnings |
TOTAL | Non-controlling interests |
TOTAL EQUITY | ||
|---|---|---|---|---|---|---|---|---|
| AS AT JANUARY 1, 2015 | 18,698 | (61) | (1) | 9,231 | 16,901 | 44,768 | 116 | 44,884 |
| Net loss for the reporting period | - | - | - | - | (4,026) | (4,026) | (4) | (4,030) |
| Other comprehensive income | - | 58 | (1) | - | 115 | 172 | - | 172 |
| COMPREHENSIVE INCOME | - | 58 | (1) | - | (3,911) | (3,854) | (4) | (3,858) |
| Retained earnings distribution | - | - | - | 3,778 | (3,778) | - | - | - |
| Dividend | - | - | - | - | (1,458) | (1,458) | (4) | (1,462) |
| Changes within the Group | - | - | - | - | - | - | 68 | 68 |
| Acquisition of additional shares in subsidiaries |
- | - | - | - | (9) | (9) | (77) | (86) |
| Other changes | - | - | - | - | 8 | 8 | - | 8 |
| TRANSACTIONS WITH OWNERS | - | - | - | 3,778 | (5,237) | (1,459) | (13) | (1,472) |
| AS AT SEPTEMBER 30, 2015 | 18,698 | (3) | (2) | 13,009 | 7,753 | 39,455 | 99 | 39,554 |
| Period ended | Period ended | |
|---|---|---|
| Note | September 30, 2016 | September 30, 2015 |
| CASH FLOWS FROM OPERATING ACTIVITIES | data restated* | |
| Profit/(loss) before tax | 1,584 | (4,972) |
| Income tax paid | (183) | (358) |
| Adjustments for: | ||
| Share of profit/ (loss) of entities accounted for under the equity method | 61 | - |
| Depreciation, amortization, disposal and impairment losses | 2,941 | 11,076 |
| Interest and dividend, net | 83 | 94 |
| Profit / loss on investment activities | (54) | 27 |
| Change in receivables | 59 | 105 |
| Change in inventories | 297 | (541) |
| Change in liabilities, excluding loans and borrowings | (497) | (365) |
| Change in other non-financial assets, prepayments and CO2 emission rights | 170 | 109 |
| Change in provisions | 347 | 8 |
| Other | (17) | 34 |
| NET CASH FROM OPERATING ACTIVITIES | 4,791 | 5,217 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from sale of property, plant and equipment and intangible assets | 15 | 26 |
| Purchase of property, plant and equipment and intangible assets | (6,081) | (6,018) |
| Deposits with a maturity over 3 months | (524) | (243) |
| Termination of deposits over 3 months | 513 | 233 |
| Acquisition of financial assets / increase in shareholding in the PGE Group companies | (382) | (86) |
| Proceeds from sale of financial assets | - | 69 |
| Other | 23 | - |
| NET CASH FROM INVESTING ACTIVITIES | (6,436) | (6,019) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from loans, borrowings and issue of bonds | 4,143 | 51 |
| Repayment of loans, borrowings, bonds and finance lease | (123) | (255) |
| Dividends paid to shareholders | (4) | (5) |
| Interest paid | (129) | (120) |
| Grants received for non-current assets | 47 | - |
| Other | (6) | 30 |
| NET CASH FROM FINANCING ACTIVITIES | 3,928 | (299) |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | 2,283 | (1,101) |
| Effect of movements in exchange rates on cash held | 2 | 6 |
| 16.2 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |
3,101 | 6,183 |
| 16.2 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
5,384 | 5,082 |
| Restricted cash | 130 | 393 |
* for information regarding restatement of comparative figures please refer to note 4 of these financial statements
PGE Polska Grupa Energetyczna S.A. ("parent company", "the Company", "PGE S.A.") was founded on the basis of the Notary Deed of August 2, 1990 and registered in the District Court in Warsaw, XVI Commercial Department on September 28, 1990. The Company was registered in the National Court Register of the District Court for the capital city of Warsaw, XII Commercial Department, under no. KRS 0000059307. The parent company is seated in Warsaw, 2 Mysia Street.
As at January 1, 2016 the composition of the Company's Management Board was as follows:
From January 1, 2016 till September 30, 2016 the following changes occurred in the composition of the Management Board:
As at September 30, 2016 and as at the date of preparation of these financial statements the composition of the Company's Management Board is as follows:
As at September 30, 2016 the ownership structure of the parent company is as follows:
| State Treasury | Other shareholders | Total | |
|---|---|---|---|
| As at December 31, 2015 | 58.39% | 41.61% | 100.00% |
| As at September 30, 2016 | 57.39% | 42.61% | 100.00% |
As of March 30, 2016 the State Treasury transferred 18,697,608 shares, constituting 1% of the share capital of the Company. According to the information received from the Ministry of the State Treasury, after the transaction the State Treasury holds 57.39% in the share capital of the Company. According to information available in the Company as at the date of publication of these financial statements the sole shareholder who holds at least 5% of votes at the General Meeting of PGE S.A. is the State Treasury.
PGE Polska Grupa Energetyczna S.A. Group ("PGE Group", "Group") comprises the parent company PGE Polska Grupa Energetyczna S.A., 50 subsidiaries, 1 associate and 1 jointly controlled entity. As described in note 24.2, in the current period, the Group gained significant influence on Polska Grupa Górnicza sp. z o.o. and consolidates this company under the equity method. For additional information about subsidiaries included in the consolidated financial statements please refer to note 1.3.
These consolidated financial statements of the PGE Group comprise financial data for the period from January 1, 2016 to September 30, 2016 ("financial statements", "consolidated financial statements") and include comparative data for the period from January 1, 2015 to December 31, 2015 and for the period from January 1, 2015 to September 30, 2015.
The financial statements of all affiliated companies were prepared for the same reporting period as the financial statements of the parent company, using consistent accounting principles.
Core operations of the PGE Group companies are as follows:
Business activities are conducted under appropriate concessions granted to particular Group companies.
These consolidated financial statements were prepared under the assumption that the significant Group companies will continue to operate as a going concern in the foreseeable future. As at the date of the approval of these consolidated financial statements, there is no evidence indicating that the significant Group companies will not be able to continue its business activities as a going concern.
The foregoing consolidated financial statements are prepared based on the same accounting principles (policy) and methods of computation as compared with the most recent annual financial statements. These financial statements are to be read together with the audited consolidated financial statements of the PGE Group for the year ended December 31, 2015.
During the reporting period, the PGE Group consisted of the enumerated below companies, controlled directly and indirectly:
| Entity | Entity holding shares | Share of the Group entities as at September 30, 2016 |
Share of the Group entities as at December 31, 2015 |
|
|---|---|---|---|---|
| SEGMENT: SUPPLY | ||||
| 1. | PGE Polska Grupa Energetyczna S.A. Warsaw |
The Parent Company | ||
| 2. | PGE Dom Maklerski S.A. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 3. | PGE Trading GmbH Berlin |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 4. | PGE Obrót S.A. Rzeszów |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 5. | ENESTA sp. z o.o. Stalowa Wola |
PGE Obrót S.A. | 87.33% | 87.33% |
| SEGMENT: CONVENTIONAL GENERATION | ||||
| 6. | PGE Górnictwo i Energetyka Konwencjonalna S.A. Bełchatów |
PGE Polska Grupa Energetyczna S.A. | 99.98% | 99.96% |
| 7. | ELBIS sp. z o.o. Rogowiec |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 8. | MEGAZEC sp. z o.o. Bydgoszcz |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 9. | MegaSerwis sp. z o.o. Bogatynia |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 10. "ELMEN" sp. z o.o. Rogowiec |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 11. | Przedsiębiorstwo Usługowo-Produkcyjne "ELTUR-SERWIS" sp. z o.o. Bogatynia |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| Entity | Entity holding shares | Share of the Group entities as at September 30, 2016 |
Share of the Group entities as at December 31, 2015 |
|
|---|---|---|---|---|
| 12. | Przedsiębiorstwo Usługowo-Produkcyjne "TOP SERWIS" sp. z o.o. Bogatynia |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 13. | Przedsiębiorstwo Transportowo-Sprzętowe "BETRANS" sp. z o.o. Bełchatów |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 14. | Przedsiębiorstwo Wulkanizacji Taśm i Produkcji Wyrobów Gumowych BESTGUM POLSKA sp. z o.o. Rogowiec |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| PGE Polska Grupa Energetyczna S.A. | 100.00% | - | ||
| 15. RAMB sp. z o.o. Piaski |
PGE Górnictwo i Energetyka | - | 100.00% | |
| 16. EPORE sp. z o.o. | Konwencjonalna S.A. PGE Górnictwo i Energetyka |
85.38% | 85.38% | |
| Bogatynia | Konwencjonalna S.A. PGE Górnictwo i Energetyka |
|||
| 17. "Energoserwis – Kleszczów" sp. z o.o. Rogowiec |
Konwencjonalna S.A. | 51.00% | 51.00% | |
| 18. Przedsiębiorstwo Energetyki Cieplnej sp. z o.o. Zgierz |
PGE Górnictwo i Energetyka Konwencjonalna S.A. |
50.98% | 50.98% | |
| SEGMENT: RENEWABLES | ||||
| 19. PGE Energia Odnawialna S.A. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 20. Elektrownia Wiatrowa Baltica-1 sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% | |
| 21. Elektrownia Wiatrowa Baltica-2 sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% | |
| 22. Elektrownia Wiatrowa Baltica-3 sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% | |
| 23. PGE Energia Natury sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% | |
| PGE Energia Natury Omikron sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | - | 100.00% | |
| 24. PGE Energia Natury PEW sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% | |
| SEGMENT: DISTRIBUTION | ||||
| 25. PGE Dystrybucja S.A. Lublin |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| SEGMENT: OTHER OPERATIONS | ||||
| 26. PGE EJ 1 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 70.00% | 70.00% | |
| 27. PGE Systemy S.A. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 28. EXATEL S.A. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 29. PGE Sweden AB (publ) Stockholm |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 30. PGE Obsługa Księgowo-Kadrowa sp. z o.o. Lublin |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 31. "Elbest" sp. z o.o. Bełchatów |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 32. Elbest Security sp. z o.o. Bełchatów |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 33. PGE Inwest 2 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 34. PGE Inwest 4 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 35. PGE Inwest 5 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 36. PGE Inwest 6 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 37. PGE Inwest 7 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 38. PGE Inwest 8 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| Entity | Entity holding shares | Share of the Group entities as at September 30, 2016 |
Share of the Group entities as at December 31, 2015 |
|
|---|---|---|---|---|
| 39. PGE Inwest 9 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 40. PGE Inwest 10 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 41. PGE Inwest 11 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 42. PGE Inwest 12 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 43. PGE Inwest 13 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 44. PGE Inwest 14 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 45. PGE Inwest 15 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 46. PGE Inwest 16 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% | |
| 47. ENERGO-TEL S.A. Warsaw |
EXATEL S.A. | 100.00% | 100.00% | |
| 48. BIO-ENERGIA sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% | |
| 49. | Przedsiębiorstwo Transportowo-Usługowe "ETRA" sp. z o.o. Białystok |
PGE Dystrybucja S.A. | 100.00% | 100.00% |
| 50. Energetyczne Systemy Pomiarowe sp. z o.o. Białystok |
PGE Dystrybucja S.A. | 100.00% | 100.00% |
The table above includes the following changes in the structure of the PGE Group companies subject to full consolidation which took place during the reporting period ended September 30, 2016:
In addition, on May 31, 2016 PGE S.A. and Polska Grupa Zbrojeniowa S.A. (PGZ) signed a letter of intent in which they express their willingness to cooperate in order to conclude a sale of shares of Exatel S.A. by PGE to PGZ. Since the conditions resulting from IFRS 5 Non-current Assets Held for Sale and Discontinued Operations were not fulfilled, shares of Exatel S.A. are recognised and consolidated based on current principles.
These financial statements were prepared in accordance with International Accounting Standard 34 Interim Financial Reporting and in the scope required under the Minister of Finance Regulation of February 19, 2009 on current and periodic information provided by issuers of securities and conditions of recognition as equivalent information required by the law of a non-Member State (Official Journal no. 33, item 259) ("Regulation").
International Financial Reporting Standards ("IFRS") include standards and interpretations accepted by the International Accounting Standards Board ("IASB") and the International Financial Reporting Standards Interpretations Committee ("IFRIC").
The functional currency of the parent company and presentation currency of these consolidated financial statements is Polish Zloty ("PLN"). All amounts are in PLN million, unless indicated otherwise.
For the purpose of translation of items denominated in currency other than PLN at the reporting date the following exchange rates were applied:
| September 30, 2016 | December 31, 2015 | September 30, 2015 | |
|---|---|---|---|
| USD | 3.8558 | 3.9011 | 3.7754 |
| EUR | 4.3120 | 4.2615 | 4.2386 |
The following standards, changes in already effective standards and interpretations are not endorsed by the European Union or are not effective as at January 1, 2016:
| Standard | Description of changes | Effective date |
|---|---|---|
| IFRS 9 Financial Instruments (along with amendments) |
Changes to the classification and measurement requirements – replacement of the existing categories of financial instruments with the two following categories: measured at amortized cost and at fair value. Changes to hedge accounting. |
January 1, 2018 |
| IFRS 14 Regulatory Deferral Accounts |
Accounting and disclosure principles for regulatory deferral accounts. | Standard in the current version will not be effective in the EU |
| IFRS 15 Revenue from Contracts with Customers |
The standard applies to all contracts with customers, except for those within the scope of other IFRSs (e.g. lease contracts, insurance contracts and financial instruments). IFRS 15 clarifies principles of revenue recognition. |
January 1, 2018 |
| IFRS 16 Leases | IFRS 16 eliminates the classification of leases as either operating or finance lease. All contracts which meet the criteria of lease will be recognized as finance lease. |
January 1, 2019 |
| Amendments to IAS 12 | Clarification of the method of deferred tax asset settlement on unrealized losses. | January 1, 2017 |
| Amendments to IAS 7 | The initiative on changes to the disclosures. | January 1, 2017 |
| Amendments to IFRS 10 and IAS 28 |
Deals with the sale or contribution of assets between an investor and its joint venture or associate. | Has not been determined |
| Amendments to IFRS 2 | Classification and measurement of share-based payment transactions. | January 1, 2018 |
| Amendments to IFRS 4 | Use of IFRS 9 Financial instruments along with IFRS 4 Insurance Contracts | January 1, 2018 |
The PGE Group intends to adopt the above mentioned new standards, amendments to standards and interpretations published by the International Accounting Standards Board but not yet effective at the reporting date, when they become effective.
The new IFRS 9 Financial Instruments introduces fundamental changes in respect of classification, presentation and measurement of financial instruments. As part of IFRS 9, new model for calculating impairment will be introduced that will require more timely recognition of expected credit losses and rules for hedge accounting will be updated. These changes are intended primarily to adapt risk management requirements, allowing preparers of financial statements to reflect entity's actions more accurately. The new IFRS 9 will possibly have material influence on future financial statements of the PGE Group. At the date of preparation of these financial statements all phases of IFRS 9 have not been published and the standard is not yet approved by the European Union. As a result analysis of its impact on the future financial statements of the Group has not been finished yet.
The new IFRS 15 Revenue from Contracts with Customers is intended to unify principles of revenue recognition (except for specific revenues regulated by other IFRSs) and indicate disclosure requirements. Adoption of IFRS 15 may cause changes in the Group's revenue recognition. Analysis of the impact of IFRS 15 has not been completed yet.
The new IFRS 16 Leases changes principles for the recognition of contracts which meet the criteria of lease. The main change is to eliminate the classification of leases as either finance or operating leases. All contracts which meet the criteria of lease will be recognized as finance lease.
Adoption of the standard will have the following effect:
The analysis of the standard's impact has not been finished yet.
Other standards and their changes should have no significant impact on the PGE Group's future financial statements.
Amendments to standards and interpretations that entered into force in the period from January 1, 2016 to the date of approval of these consolidated financial statements did not have significant influence on these financial statements.
Judgments and estimates made by the management in the process of applying accounting rules that are described below had the most significant impact on the amounts presented in the consolidated financial statements, including in other explanatory information. The estimates were based on the best knowledge of the Management Board relating to current and future operations and events in particular areas. Detailed information on the assumptions made was presented below or in the relevant explanatory notes.
An unfavourable outcome of the dispute with the President of the Energy Regulation Office, described in note 24.1 of these financial statements, with respect to the interpretation of the LTC Act, and changes in assumptions used, including those resulting from mergers within the PGE Group, may significantly impact the estimates and as a consequence may lead to significant changes in the financial position and results of the PGE Group. It is not possible to predict the final outcome of the dispute with the President of the Energy Regulation Office as at the date of preparation of these consolidated financial statements.
Property, plant and equipment is the most significant group of assets of the PGE Group. Due to changeable macroeconomic conditions the PGE Group regularly verifies the impairment indicators of its assets. When assessing the market situation the PGE Group uses both its own analytical tools and independent think tanks' support.
In the previous reporting periods, the PGE Group recognized substantial impairment allowances of property, plant and equipment of Conventional Generation segment. In the current reporting period, the Group analysed impairment indications in order to verify whether there is a need to recognize further impairment of these assets or to reverse previously recognized impairment allowances.
The most important factors analysed, included:
The analysis shows that Conventional power generating units execute the financial plan as intended. New forecasts of electricity, coal and CO2 emissions rights prices that are available to the Group do not cause a significant change in the forecasted margins. At the same time, according to the PGE Group the assumptions about capacity market, cogeneration support and the volume of free of charge CO2 emissions rights that were adopted in 2015 are also valid on September 30, 2016.
Therefore, according to the PGE Group there are no indicators for further impairment of property, plant and equipment of Conventional Generation segment nor for reversal of previously recognized impairment allowances as at the reporting date.
In the first half of 2016 the PGE Group identified impairment indications that could significantly influence the value of the power generating assets and goodwill of Renewables segment.
In the third quarter of 2016, the Group verified the indications once again and found no significant changes compared to the previous analysis.
In the PGE Group's opinion the most important factors influencing the recoverable amount of assets are:
The delayed entry into force of the new support system for the production of electricity from renewable energy sources causes that new units are involved in the current system of support. Although, since the beginning of 2016 support for large hydropower and biomass co-firing with coal technologies was limited, the delayed entry into force of the provisions of section 4 of the Act on Renewable Energy Sources dated February 20, 2015 contributed to even higher increase of a large surplus of green certificates. Additionally, expected changes of the support system contributed to the intensification of construction works, the consequence of which was a large number of wind power plants that were put into use in 2015 and in 2016. As a result, there have been further declines of prices of energy origin rights and worsening future forecasts.
On May 20, 2016 act on investments in wind farms was passed. Among other things, it amends the definition of construction in the construction law. Changed definition of construction causes that the tax base of real estate tax will be expanded to wind farms.
Consequently the PGE Group forecasts a decrease in future cash flows and recognizes the risk of impairment of power generating assets of Renewables segment in the area of wind farms.
The impairment tests of cash-generating units ("CGU") were carried out as at June 30, 2016 in order to determine their recoverable amount. The recoverable amount was determined based on estimated value in use of the tested assets calculated using the discounted cash flow method on the basis of financial projections for assumed economic useful life of the particular CGU. According to the PGE Group, adoption of the financial projections longer than five years is reasonable due to the fact that property, plant and equipment used by the Group have significantly longer economic useful lives and due to the significant and long-term impact of projected changes in the regulatory environment.
The key assumptions influencing the recoverable amount of tested CGUs were as follows:
Forecasted electricity and energy origin rights prices are derived from the study prepared by an independent expert. The forecast of energy prices defined as the most likely was considered, with an exception that for the part covered by binding contracts, prices resulting from these contracts during their validity were assumed.
The tests conducted indicate impairment of some of the wind farms and goodwill allocated to this CGU.
| As at June 30, 2016 PLN million |
Value before impairment | Impairment loss | Value after impairment |
|---|---|---|---|
| Power generating assets of Renewable energy segment | |||
| Pumped-storage power plants | 800 | - | 800 |
| Other hydropower plants | 349 | - | 349 |
| Wind farms | 2,636 | 479 | 2,157 |
| Investment projects | 220 | 32 | 188 |
| Goodwill | 284 | 272 | 12 |
| TOTAL | 4,289 | 783 | 3,506 |
The results of the sensitivity analysis show that changes in estimates regarding the sales prices of energy origin rights and electricity as well as weighted average cost of capital have the most significant impact on the recoverable amount of the measured assets. The table below presents the estimated impact of changes in key assumption on changes in impairment loss of Renewables segment assets as at June 30, 2016.
| Impact on impairment loss | ||||||
|---|---|---|---|---|---|---|
| Parameter | Change | Increase in impairment loss |
Decrease in impairment loss |
|||
| + 1% | - | 20.6 | ||||
| Change in electricity prices throughout the forecast period | - 1% | 20.6 | - | |||
| + 0.5 p.p. | 75.7 | - | ||||
| Change in WACC | - 0/5 p.p. + 1% - 1% |
- | 72.2 | |||
| - | 9.6 | |||||
| Change in energy origin rights prices throughout the forecast period | 9.6 | - |
The above amendments had no influence on the applied accounting policy and did not require amendments to the financial statements.
The following items were merged in the consolidated statement of financial position: trade receivables with other financial receivables and trade liabilities with other financial liabilities. Moreover, the PGE Group has made the following presentation changes:
New way of presentation reflects more adequately the character of the items and ensures increased comparability of the statements with other entities.
In accordance with the above, the PGE Group restated the comparative data presented in the statement of comprehensive income, statement of financial position and statement of cash flows. The restatement is presented in the below tables. Information presented in explanatory notes to these financial statements was also restated accordingly.
| Period ended September 30, 2015 published |
Change in recognition of unexpected losses |
Reclassification | Period ended September 30, 2015 data restated |
|
|---|---|---|---|---|
| STATEMENT OF PROFIT OR LOSS | ||||
| SALES REVENUES | 21,158 | 2 | - | 21,160 |
| Costs of goods sold | (24,580) | (15) | (18) | (24,613) |
| GROSS PROFIT/(LOSS) ON SALES | (3,422) | (13) | (18) | (3,453) |
| Distribution and selling expenses | (1,054) | - | - | (1,054) |
| General and administrative expenses | (583) | - | - | (583) |
| Other operating income | 407 | (2) | - | 405 |
| Other operating expenses | (210) | 15 | 18 | (177) |
| OPERATING PROFIT/(LOSS) | (4,862) | - | - | (4,862) |
| As at September 30, 2015 |
Reclassification | Merger of items | As at September 30, 2015 |
|
|---|---|---|---|---|
| published | data restated | |||
| NON-CURRENT ASSETS, including: | ||||
| Financial receivables | 14 | 123 | - | 137 |
| Derivatives | - | 41 | - | 41 |
| TOTAL NON-CURRENT ASSETS | 46,506 | 164 | - | 46,670 |
| CURRENT ASSETS, including: | ||||
| Trade and other financial receivables | - | - | 3,505 | 3,505 |
| Financial assets at fair value / Derivatives | 64 | (41) | - | 23 |
| Trade receivables | 1,775 | 574 | (2,349) | - |
| Other loans and financial assets | 1,279 | (123) | (1,156) | - |
| Other current assets | 1,094 | (574) | - | 520 |
| TOTAL CURRENT ASSETS | 13,351 | (164) | - | 13,187 |
| TOTAL ASSETS | 59,857 | - | - | 59,857 |
| NON-CURRENT LIABILITIES, including: | ||||
| Derivatives | - | 64 | - | 64 |
| TOTAL NON-CURRENT LIABILITIES | 11,933 | 64 | - | 11,997 |
| CURRENT LIABILITIES, including: | ||||
| Trade and other financial liabilities | - | - | 2,784 | 2,784 |
| Trade liabilities | 755 | 22 | (777) | - |
| Other financial liabilities | 2,029 | (22) | (2,007) | - |
| Financial liabilities at fair value through profit or loss / Derivatives |
148 | (64) | - | 84 |
| TOTAL CURRENT LIABILITIES | 8,370 | (64) | - | 8,306 |
| TOTAL LIABILITIES | 20,303 | - | - | 20,303 |
| TOTAL EQUITY AND LIABILITIES | 59,857 | - | - | 59,857 |
| Period ended September 30, 2015 published |
Reclassification | Period ended September 30, 2015 data restated |
|
|---|---|---|---|
| Profit before tax | (4,972) | - | (4,972) |
| Adjustments for: | |||
| Change in receivables | 47 | 58 | 105 |
| Change in other non-financial assets, prepayments and CO2 emission rights |
167 | (58) | 109 |
| NET CASH FROM OPERATING ACTIVITIES | 5,217 | - | 5,217 |
| Termination of deposits over 3 months | 147 | 86 | 233 |
| NET CASH FROM INVESTING ACTIVITIES | (6,105) | 86 | (6,019) |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (1,187) | 86 | (1,101) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |
6,269 | (86) | 6,183 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
5,082 | - | 5,082 |
| Restricted cash | 472 | (79) | 393 |
The principles for valuation of inventories, derivatives, stocks, shares and instruments not quoted on active markets, for which fair value may not be determined reliably, are the same as presented in the financial statements for the year ended December 31, 2015.
During the current and comparative reporting periods, there have been no transfers of financial instruments between the first and the second level of fair value hierarchy.
| As at September 30, 2016 | As at December 31, 2015 | |||
|---|---|---|---|---|
| FAIR VALUE HIERARCHY | Level 1 | Level 2 | Level 1 | Level 2 |
| CO2 emission rights | 60 | - | 98 | - |
| Inventories | 60 | - | 98 | - |
| Currency forward | - | 2 | - | 7 |
| CCIRS valuation | - | 130 | - | 43 |
| IRS valuation | - | 2 | - | - |
| Commodity forward | - | 7 | - | - |
| Financial assets | - | 141 | - | 50 |
| Currency forward | - | - | - | 1 |
| IRS valuation | - | 48 | - | 55 |
| Commodity forward | - | - | - | 33 |
| Financial liabilities | - | 48 | - | 89 |
The carrying value of inventories at the reporting date amounts to PLN 1,643 million. CO2 emission rights recognized in the inventories include the rights classified as held-for-sale at fair value of PLN 60 million. Valuation of derivatives is presented in note 17 of these financial statements.
Companies of the PGE Group conduct their business activities based on relevant concessions, including primarily concession on: production, trading and distribution of electricity, generation, transmission and distribution of heat, granted by the President of Energy Regulatory Office and concessions for the extraction of lignite deposits, granted by the Minister of the Environment. Concessions, as a rule, are being issued for the period between 10 and 50 years. Main concessions in the PGE Group expire in the years 2020-2038.
Relevant assets are assigned to the held concessions on lignite mining and generation and distribution of electricity and heat, which was presented in detailed information on operating segments. For holding concessions concerning electricity and heat the Group incurs annual charges dependent on the level of turnover, whereas for conducting licensed extraction of lignite the exploitation charges as well as fees for the use of mining are borne. The exploitation charges depend on the current rate and the volume of the extraction.
The PGE Group presents information on operating segments in the current and comparative reporting period in accordance with IFRS 8 Operating Segments. The PGE Group' segment reporting is based on the following business segments:
Organization and management over the PGE Group is based on segment reporting separated by nature of the products and services provided. Each segment represents a strategic business unit, offering different products and serving different markets. Assignment of particular entities to operating segments is described in note 1.3 of these financial statements. As a rule, intersegment transactions are disclosed as if they were concluded with third parties – under market conditions. The exception to this rule were new bonds issued by subsidiaries belonging the tax group with interest rates below market rates and settlements of tax losses within the tax group.
When analysing the results of particular business segments the management of the PGE Group draws attention primarily to EBITDA reached.
Atmospheric conditions cause the seasonality in demand for electricity and heat and have an impact on technical and economic conditions of their production, distribution and transmission, thus influence the results obtained by the PGE Group.
The level of electricity sales is variable throughout a year and depends especially on air temperature and the length of the day. As a rule, lower air temperature in winter and shorter days cause the growth in electricity demand, while higher temperatures and longer days in summer contribute to its decline. Moreover, seasonal changes are evident among selected groups of end users. In particular, seasonality effects are more significant for households than for the industrial sector.
Sales of heat depend in particular on air temperature and are higher in winter and lower in summer.
| Conventional Generation |
Renewables | Supply | Distribution | Other operations | Consolidation adjustments |
Total | |
|---|---|---|---|---|---|---|---|
| STATEMENT OF PROFIT OR LOSS | |||||||
| Sales revenues from external customers | 8,198 | 456 | 10,130 | 1,448 | 303 | 28 | 20,563 |
| Sales revenues from inter-segment transactions | 333 | 40 | 1,702 | 2,918 | 208 | (5,201) | - |
| TOTAL SEGMENT REVENUES | 8,531 | 496 | 11,832 | 4,366 | 511 | (5,173) | 20,563 |
| Costs of goods sold | (6,664) | (1,171) | (10,433) | (3,335) | (463) | 4,727 | (17,339) |
| EBIT *) | 1,415 | (733) | 300 | 846 | (39) | 58 | 1,847 |
| Financial income / (expenses), net | (202) | ||||||
| Share of profit/(loss) of entities under equity method |
(61) | ||||||
| PROFIT/(LOSS) BEFORE TAX | 1,584 | ||||||
| Income tax | (385) | ||||||
| NET PROFIT/(LOSS) FOR THE REPORTING PERIOD | 1,199 | ||||||
| Depreciation, amortization, disposal and impairment losses | 1,031 | 989 | 20 | 839 | 95 | (35) | 2,939 |
| recognized in profit or loss | |||||||
| EBITDA **) | 2,446 | 256 | 320 | 1,685 | 56 | 23 | 4,786 |
| ASSETS AND LIABILITIES | |||||||
| Segment assets excluding trade receivables | 34,470 | 3,690 | 1,128 | 16,257 | 927 | (842) | 55,630 |
| Trade receivables | 279 | 56 | 2,357 | 711 | 102 | (1,086) | 2,419 |
| Shares accounted for under equity method |
308 | ||||||
| Unallocated assets | 7,275 | ||||||
| TOTAL ASSETS | 65,632 | ||||||
| Segment liabilities excluding trade liabilities |
8,994 | 352 | 1,917 | 1,883 | 119 | 90 | 13,355 |
| Trade liabilities | 541 | 20 | 995 | 202 | 53 | (1,042) | 769 |
| Unallocated liabilities | 10,433 | ||||||
| TOTAL LIABILITIES | 24,557 | ||||||
| OTHER INFORMATION ON BUSINESS SEGMENT | |||||||
| Capital expenditure | 4,309 | 113 | 14 | 1,135 | 102 | (76) | 5,597 |
| Impairment allowances on financial and non-financial assets | 60 | 782 | 4 | 8 | 1 | 4 | 859 |
| Other non-monetary expenses ***) | 1,207 | 14 | 486 | 67 | 30 | - | 1,804 |
*) EBIT = operating profit (loss)
**) EBITDA = EBIT + depreciation, amortization, disposal and impairment losses (PPE, IA, goodwill) that are recognized in profit or loss
***) Non-monetary expenses include mainly changes in provisions such as: rehabilitation provision, provision for CO2 emission rights, provision for jubilee awards and employee tariff that are recognized in profit or loss and other comprehensive income.
| data restated | Conventional Generation |
Renewables | Supply | Distribution | Other operations | Consolidation adjustments |
Total |
|---|---|---|---|---|---|---|---|
| STATEMENT OF PROFIT OR LOSS | |||||||
| Sales revenues from external customers | 9,074 | 508 | 9,861 | 1,394 | 319 | 4 | 21,160 |
| Sales revenues from inter-segment transactions | 404 | 38 | 1,209 | 3,087 | 193 | (4,931) | - |
| TOTAL SEGMENT REVENUES | 9,478 | 546 | 11,070 | 4,481 | 512 | (4,927) | 21,160 |
| Costs of goods sold | (15,482) | (391) | (9,566) | (3,204) | (451) | 4,481 | (24,613) |
| EBIT *) | (6,471) | 105 | 405 | 1,069 | (25) | 55 | (4,862) |
| Financial income / (expenses), net | (110) | ||||||
| Share of profit/(loss) of entities under equity method |
- | ||||||
| PROFIT/(LOSS) BEFORE TAX | (4,972) | ||||||
| Income tax | 942 | ||||||
| NET PROFIT/(LOSS) FOR THE REPORTING PERIOD | (4,030) | ||||||
| Depreciation, amortization, disposal and impairment losses | 10,057 | 173 | 18 | 796 | 83 | (35) | 11,092 |
| recognized in profit or loss EBITDA **) |
3,586 | 278 | 423 | 1,865 | 58 | 20 | 6,230 |
| ASSETS AND LIABILITIES | |||||||
| Segment assets excluding trade receivables | 28,587 | 4,522 | 2,066 | 15,656 | 881 | (1,122) | 50,590 |
| Trade receivables | 256 | 67 | 2,305 | 394 | 113 | (786) | 2,349 |
| Shares accounted for under equity method | 8 | ||||||
| Unallocated assets | 6,910 | ||||||
| TOTAL ASSETS | 59,857 | ||||||
| Segment liabilities excluding trade liabilities | 8,137 | 321 | 3,691 | 1,915 | 186 | (641) | 13,609 |
| Trade liabilities | 563 | 35 | 636 | 204 | 58 | (719) | 777 |
| Unallocated liabilities | 5,917 | ||||||
| TOTAL LIABILITIES | 20,303 | ||||||
| OTHER INFORMATION ON BUSINESS SEGMENT | |||||||
| Capital expenditure | 4,014 | 565 | 22 | 1,138 | 141 | (43) | 5,837 |
| Impairment allowances on financial and non-financial assets | 8,934 | (2) | (10) | 15 | (1) | - | 8,936 |
| Other non-monetary expenses ***) | 578 | (1) | 759 | 50 | 14 | - | 1,400 |
*) EBIT = operating profit (loss)
**) EBITDA = EBIT + depreciation, amortization, disposal and impairment losses (PPE, IA, goodwill) that are recognized in profit or loss
***) Non-monetary expenses include mainly changes in provisions such as: rehabilitation provision, provision for CO2 emission rights, provision for jubilee awards and employee tariff that are recognized in profit or loss and other comprehensive income.
| Q1 not reviewed |
Q2 not reviewed |
Q3 not reviewed |
Period ended September 30, 2016 |
|
|---|---|---|---|---|
| Sales revenues | 7,133 | 6,533 | 6,897 | 20,563 |
| Costs of goods sold | (5,605) | (6,217) | (5,517) | (17,339) |
| GROSS PROFIT / (LOSS) ON SALES | 1,528 | 316 | 1,380 | 3,224 |
| Other operating income / (expenses), net | 157 | 77 | 28 | 262 |
| EBIT –OPERATING PROFIT / (LOSS) | 1,123 | (171) | 895 | 1,847 |
| Financial income / (expenses), net | (48) | (107) | (47) | (202) |
| Share of profit/loss of entities accounted for under equity method |
- | (42) | (19) | (61) |
| PROFIT / (LOSS) BEFORE TAX | 1,075 | (320) | 829 | 1,584 |
| Income tax | (206) | (6) | (173) | (385) |
| NET PROFIT / (LOSS) FOR THE REPORTING PERIOD | 869 | (326) | 656 | 1,199 |
| Q1 not reviewed |
Q2 not reviewed |
Q3 not reviewed |
Period ended September 30, 2015 |
|
|---|---|---|---|---|
| Sales revenues | 7,553 | 6,692 | 6,915 | 21,160 |
| Costs of goods sold | (5,548) | (13,925) | (5,140) | (24,613) |
| GROSS PROFIT / (LOSS) ON SALES | 2,005 | (7,233) | 1,775 | (3,453) |
| Other operating income / (expenses), net | 14 | 174 | 40 | 228 |
| EBIT –OPERATING PROFIT / (LOSS) | 1,416 | (7,590) | 1,312 | (4,862) |
| Financial income / (expenses), net | (54) | (7) | (49) | (110) |
| PROFIT / (LOSS) BEFORE TAX | 1,362 | (7,597) | 1,263 | (4,972) |
| Income tax | (264) | 1,440 | (234) | 942 |
| NET PROFIT / (LOSS) FOR THE REPORTING PERIOD | 1,098 | (6,157) | 1,029 | (4,030) |
| Q1 not reviewed |
Q2 not reviewed |
Q3 not reviewed |
Period ended September 30, 2016 |
|
|---|---|---|---|---|
| SALES REVENUES | ||||
| Sales of merchandise and finished goods with excise tax | 7,001 | 6,400 | 6,751 | 20,152 |
| Excise tax | (126) | (120) | (122) | (368) |
| Revenues from sale of merchandise and finished goods, including: |
6,875 | 6,280 | 6,629 | 19,784 |
| Sale of electricity | 4,678 | 4,608 | 4,847 | 14,133 |
| Sale of distribution services | 1,433 | 1,332 | 1,365 | 4,130 |
| Sale of heat | 283 | 119 | 81 | 483 |
| Sale of energy origin rights | 185 | (39) | 59 | 205 |
| Regulatory system services | 137 | 113 | 123 | 373 |
| Sale of gas | 73 | 58 | 59 | 190 |
| Other sale of merchandise and materials | 86 | 89 | 95 | 270 |
| Revenues from sale of services | 128 | 130 | 137 | 395 |
| Revenues from LTC compensations | 130 | 123 | 131 | 384 |
| TOTAL SALES REVENUES | 7,133 | 6,533 | 6,897 | 20,563 |
| Q1 not reviewed |
Q2 not reviewed |
Q3 not reviewed |
Period ended September 30, 2015 data restated |
|
|---|---|---|---|---|
| SALES REVENUES | ||||
| Sales of merchandise and finished goods with excise tax | 7,374 | 6,550 | 6,780 | 20,704 |
| Excise tax | (116) | (131) | (131) | (378) |
| Revenues from sale of merchandise and finished goods, including: |
7,258 | 6,419 | 6,649 | 20,326 |
| Sale of electricity | 4,988 | 4,540 | 4,844 | 14,372 |
| Sale of distribution services | 1,455 | 1,358 | 1,395 | 4,208 |
| Sale of heat | 271 | 132 | 89 | 492 |
| Sale of energy origin rights | 207 | 121 | 56 | 384 |
| Regulatory system services | 127 | 117 | 117 | 361 |
| Sale of gas | 101 | 35 | 35 | 171 |
| Other sale of merchandise and materials | 109 | 116 | 113 | 338 |
| Revenues from sale of services | 133 | 134 | 124 | 391 |
| Revenues from LTC compensations | 162 | 139 | 142 | 443 |
| TOTAL SALES REVENUES | 7,553 | 6,692 | 6,915 | 21,160 |
The decrease in revenues from sale of electricity in the period ended September 30, 2016 in comparison to the corresponding period of the previous year is mainly due to lower sales volumes on the wholesale market and lower average selling price of electricity sold.
The decrease in revenues from sale of energy origin rights is mainly due to decline in prices of green certificates.
Revenues from LTC compensations are described in note 24.1 of these financial statements.
| Q1 not reviewed |
Q2 not reviewed |
Q3 not reviewed |
Period ended September 30, 2016 |
|
|---|---|---|---|---|
| COST BY NATURE | ||||
| Depreciation, amortization and impairment losses | 731 | 1,522 | 782 | 3,035 |
| Materials and energy | 840 | 655 | 588 | 2,083 |
| External services | 593 | 617 | 638 | 1,848 |
| Taxes and charges | 811 | 773 | 873 | 2,457 |
| Employee benefits expenses | 1,117 | 1,059 | 1,022 | 3,198 |
| Other cost by nature | 63 | 65 | 66 | 194 |
| TOTAL COST BY NATURE | 4,155 | 4,691 | 3,969 | 12,815 |
| Change in inventories | (29) | 19 | 8 | (2) |
| Cost of products and services for own use | (264) | (269) | (251) | (784) |
| Distribution and selling expenses | (379) | (348) | (350) | (1,077) |
| General and administrative expenses | (183) | (216) | (163) | (562) |
| Cost of merchandise and materials sold | 2,305 | 2,340 | 2,304 | 6,949 |
| COST OF GOODS SOLD | 5,605 | 6,217 | 5,517 | 17,339 |
| Q1 not reviewed |
Q2 not reviewed |
Q3 not reviewed |
Period ended September 30, 2015 data restated |
|
|---|---|---|---|---|
| COST BY NATURE | ||||
| Depreciation, amortization and impairment losses | 836 | 9,674 | 735 | 11,245 |
| Materials and energy | 917 | 730 | 709 | 2,356 |
| External services | 582 | 618 | 629 | 1,829 |
| Taxes and charges | 762 | 694 | 721 | 2,177 |
| Employee benefits expenses | 1,121 | 1,033 | 1,019 | 3,173 |
| Other cost by nature | 59 | 68 | 78 | 205 |
| TOTAL COST BY NATURE | 4,277 | 12,817 | 3,891 | 20,985 |
| Change in inventories | (44) | - | - | (44) |
| Cost of products and services for own use | (307) | (372) | (378) | (1,057) |
| Distribution and selling expenses | (395) | (337) | (322) | (1,054) |
| General and administrative expenses | (208) | (194) | (181) | (583) |
| Cost of merchandise and materials sold | 2,225 | 2,011 | 2,130 | 6,366 |
| COST OF GOODS SOLD | 5,548 | 13,925 | 5,140 | 24,613 |
Recognition of depreciation, amortization, disposal and impairment losses of property, plant and equipment and intangible assets in the statement of comprehensive income is presented below.
| Depreciation, amortization and disposal | Impairment losses | ||||||
|---|---|---|---|---|---|---|---|
| Period ended September 30, 2016 |
Property, plant and equipment |
Intangible assets |
Investment estates |
TOTAL | Property, plant and equipment |
Intangible assets |
TOTAL |
| Costs of goods sold | 1,969 | 60 | 1 | 2,030 | 557 | 282 | 839 |
| Distribution and selling expenses | 8 | 4 | - | 12 | - | - | - |
| General and administrative expenses |
48 | 9 | - | 57 | - | 1 | 1 |
| TOTAL DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES RECOGNIZED IN PROFIT OR LOSS |
2,025 | 73 | 1 | 2,099 | 557 | 283 | 840 |
| Change in inventories | 1 | - | - | 1 | - | - | - |
| Cost of products and services for own use |
95 | - | - | 95 | - | - | - |
| TOTAL DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES |
2,121 | 73 | 1 | 2,195 | 557 | 283 | 840 |
As described in note 3.2 of these financial statements, impairment losses were recognized mainly for the power generating assets of Renewables segment. Impairment losses in the previous period related mainly to Conventional Generation segment.
| Depreciation, amortization and disposal | Impairment losses | ||||||
|---|---|---|---|---|---|---|---|
| Period ended September 30, 2015 data restated |
Property, plant and equipment |
Intangible assets |
Investment estates | TOTAL | Property, plant and equipment |
Intangible assets |
TOTAL |
| Costs of goods sold | 2,058 | 50 | 1 | 2,109 | 8,917 | 15 | 8,932 |
| Distribution and selling expenses | 15 | 2 | - | 17 | - | - | - |
| General and administrative expenses |
27 | 7 | - | 34 | - | - | - |
| TOTAL DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES RECOGNIZED IN PROFIT OR LOSS |
2,100 | 59 | 1 | 2,160 | 8,917 | 15 | 8,932 |
| Change in inventories | 14 | - | - | 14 | - | - | - |
| Cost of products and services for own use |
139 | - | - | 139 | - | - | - |
| TOTAL DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES |
2,253 | 59 | 1 | 2,313 | 8,917 | 15 | 8,932 |
| Period ended September 30, 2016 |
Period ended September 30, 2015 data restated |
|
|---|---|---|
| OTHER OPERATING INCOME | ||
| Adjustment of revenues from LTC compensations | 148 | - |
| Penalties, fines and compensations received | 73 | 49 |
| Grants received | 41 | 19 |
| Reversal of other provisions | 32 | 19 |
| Reversal of impairment allowances on receivables | 19 | 24 |
| Profit on disposal of property, plant and equipment / intangible assets | 10 | 14 |
| Property, plant and equipment, intangible assets received free of charge | 8 | 6 |
| Tax refund | 5 | 1 |
| Revenues from illegal energy consumption | 5 | 5 |
| Surpluses / recognition of assets | 3 | 11 |
| Change in rehabilitation provision | - | 193 |
| Other | 45 | 64 |
| TOTAL OTHER OPERATING INCOME | 389 | 405 |
Revenues from LTC compensations are described in note 24.1 of these financial statements.
| Period ended September 30, 2016 |
Period ended September 30, 2015 data restated |
|
|---|---|---|
| OTHER OPERATING EXPENSES | ||
| Recognition of impairment allowances on receivables | 38 | 45 |
| Recognition of other provisions | 32 | 46 |
| Liquidation of damages / breakdowns | 12 | 15 |
| Compensations | 5 | 5 |
| Donations granted | 5 | 15 |
| Legal proceedings' costs | 5 | 7 |
| Disposal of property, plant and equipment and intangible assets associated with other operations |
3 | 2 |
| Other | 27 | 42 |
| TOTAL OTHER OPERATING EXPENSES | 127 | 177 |
| Period ended September 30, 2016 |
Period ended September 30, 2015 |
|
|---|---|---|
| FINANCIAL INCOME ON FINANCIAL INSTRUMENTS | ||
| Dividends | 1 | 1 |
| Interest | 31 | 83 |
| Revaluation of financial instruments / reversal of impairment allowances | 14 | 33 |
| Gain on disposal of investments | - | 15 |
| Foreign exchange gains | 14 | - |
| FINANCIAL INCOME ON FINANCIAL INSTRUMENTS | 60 | 132 |
| OTHER FINANCIAL INCOME | ||
| Reversal of provisions | 1 | 1 |
| Other | 2 | 1 |
| OTHER FINANCIAL INCOME | 3 | 2 |
| TOTAL FINANCIAL INCOME | 63 | 134 |
The Group recognizes interest income primarily on cash deposits and receivables.
"Revaluation of financial instruments" includes mainly valuation of transactions concluded on the market for CO2 emission rights and an ineffective portion of valuation of CCIRS hedging transactions designated as hedging instruments in the cash-flow hedge accounting and total valuation of other derivatives.
| Period ended | Period ended | |
|---|---|---|
| September 30, 2016 | September 30, 2015 | |
| FINANCIAL INCOME ON FINANCIAL INSTRUMENTS | ||
| Interest | 97 | 87 |
| Revaluation of financial instruments | 7 | - |
| Impairment loss | 2 | 3 |
| Foreign exchange losses | 10 | 33 |
| FINANCIAL EXPENSES ON FINANCIAL INSTRUMENTS | 116 | 123 |
| OTHER FINANCIAL EXPENSES | ||
| Interest expenses, including unwinding of the discount | 132 | 119 |
| Recognition of provisions (interest) | 16 | |
| Other | 1 | 2 |
| OTHER FINANCIAL EXPENSES | 149 | 121 |
| TOTAL FINANCIAL EXPENSES | 265 | 244 |
Interest expense (unwinding of the discount) on non-financial items relates mainly to rehabilitation provision and provision for employee benefits.
| Period ended | Period ended | |
|---|---|---|
| September 30, 2016 | September 30, 2015 | |
| Polska Grupa Górnicza | (61) | - |
| PEC Bogatynia | - | - |
| INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD | (61) | - |
| Polska Grupa Górnicza | PEC Bogatynia | |
|---|---|---|
| SHARE IN VOTES | 15.66% | 34.93% |
| PERIOD ENDED SEPTEMBER 30, 2016 | ||
| Revenues | 2,209 | 9 |
| Result from continuing operations | (389) | (1) |
| Result from discontinued operations after tax | - | - |
| Other comprehensive income | - | - |
| Total comprehensive income | (389) | - |
| SHARE OF PROFIT OF ASSOCIATES AND ENTITIES JOINTLY CONTROLLED | (61) | - |
Data of entity jointly controlled Polska Grupa Górnicza sp. z o.o. has been consolidated starting from April 29, 2016.
Purchase of shares in Polska Grupa Górnicza sp. z o.o. is described in more detail in note 24.2 of these financial statements.
| Period ended September 30, 2016 |
Period ended September 30, 2015 |
|
|---|---|---|
| IMPAIRMENT ALLOWANCES ON PROPERTY, PLANT AND EQUIPMENT | ||
| Impairment allowances raised | 557 | 8,917 |
| Impairment allowances reversed | - | - |
| IMPAIRMENT ALLOWANCES ON INTANGIBLE ASSETS | ||
| Impairment allowances raised | 283 | 15 |
| IMPAIRMENT ALLOWANCES ON INVENTORIES | ||
| Impairment allowances raised | 21 | 36 |
| Impairment allowances reversed | 14 | 33 |
As described in note 3.2 of these financial statements, impairment losses were recognized mainly for the power generating assets of Renewablessegment. Impairment losses in the comparable period related mainly to Conventional Generation segment.
Main elements of income tax expense for the periods ended September 30, 2016 and September 30, 2015 are as follows:
| Period ended September 30, 2016 |
Period ended September 30, 2015 |
|
|---|---|---|
| INCOME TAX RECOGNISED IN THE STATEMENT OF PROFIT OR LOSS | ||
| Current income tax | 349 | 553 |
| Previous periods current income tax adjustments | 20 | 4 |
| Deferred income tax | 16 | (1,499) |
| INCOME TAX EXPENSE RECOGNIZED IN THE STATEMENT OF PROFIT OR LOSS | 385 | (942) |
| INCOME TAX RECOGNISED IN OTHER COMPREHENSIVE INCOME | ||
| On valuation of hedging instruments | 11 | 13 |
| On actuarial gains and losses from valuation of provisions for employee benefits | - | 27 |
| (Tax benefit)/expense recognized in other comprehensive income (equity) | 11 | 40 |
Previous periods current income tax adjustments relate mainly to sales of electricity for the previous year invoiced in the current reporting period. In the previous period sales were recognized based on estimates, on which deferred tax was recognized.
Substantial change in the deferred tax in the period ended September 30, 2015 is related to the creation of impairment allowances on property, plant and equipment.
During the reporting period, the PGE Group purchased property, plant and equipment and intangible assets of a total amount of PLN 5,597 million. The largest expenditures were incurred by Conventional Generation segment (PLN 4,309 million) and Distribution segment (PLN 1,135 million). The main items of expenditure were: construction of units 5 and 6 in Opole power plant (PLN 2,603 million) and comprehensive modernization of units 7-12 in Bełchatów power plant (PLN 507 million).
In the current period there were no significant sales transactions regarding property, plant and equipment.
As at September 30, 2016 the PGE Group committed to incur capital expenditures on property, plant and equipment of approximately PLN 11,152 million. These amounts relate mainly to construction of new power units, modernization of Group's assets and a purchase of machinery and equipment.
| As at September 30, 2016 |
As at December 31, 2015 |
|
|---|---|---|
| Conventional Generation | 8,839 | 11,603 |
| Distribution | 926 | 850 |
| Renewables | 64 | 116 |
| Supply | 2 | 3 |
| Other operations | 1,321 | 1,323 |
| TOTAL FUTURE INVESTMENT COMMITMENTS | 11,152 | 13,895 |
The most significant future investment commitments concern:
| As at | As at | |
|---|---|---|
| September 30, 2016 | December 31, 2015 | |
| Polska Grupa Górnicza | 300 | - |
| PEC Bogatynia | 8 | 8 |
| INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD | 308 | 8 |
| Polska Grupa Górnicza | PEC Bogatynia | |
|---|---|---|
| SHARE IN VOTES | 15.66% | 34.93% |
| AS AT SEPTEMBER 30, 2016 | ||
| Current assets | 1,006 | 2 |
| Non-current assets | 6,338 | 22 |
| Current liabilities | 2,769 | 1 |
| Non-current liabilities | 2,662 | - |
| NET ASSETS | 1,913 | 23 |
| Share in net assets | 300 | 8 |
| Goodwill | - | - |
| INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD | 300 | 8 |
Purchase of shares in Polska Grupa Górnicza sp. z o.o. is described in more detail in note 24.2 of these financial statements.
| As at September 30, 2016 |
As at December 31, 2015 |
|
|---|---|---|
| Difference between tax value and carrying amount of property, plant and equipment | 1,550 | 1,520 |
| Difference between tax value and carrying amount of financial assets | 33 | 31 |
| Difference between tax value and carrying amount of liabilities | 247 | 271 |
| Difference between tax value and carrying amount of inventories | 23 | 21 |
| LTC compensations | 256 | 231 |
| Rehabilitation provision | 639 | 605 |
| Provision for CO2 emission rights | 158 | 144 |
| Provisions for employee benefits | 610 | 591 |
| Other provisions | 149 | 128 |
| Energy infrastructure acquired free of charge and connection payments received | 135 | 141 |
| Other | 13 | 20 |
| DEFERRED TAX ASSETS | 3,813 | 3,703 |
| As at September 30, 2016 |
As at December 31, 2015 |
|
|---|---|---|
| Difference between tax value and carrying amount of property, plant and equipment | 2,924 | 2,681 |
| Difference between tax value and carrying amount of energy origin rights | 57 | 107 |
| Difference between tax value and carrying amount of financial assets | 306 | 357 |
| CO2 emission rights | 392 | 403 |
| LTC compensations | 671 | 671 |
| Other | 32 | 23 |
| DEFERRED TAX LIABILITIES | 4,382 | 4,242 |
| AFTER OFF-SET OF THE ASSET AND THE LIABILITY IN PARTICULAR COMPANIES THE GROUP'S DEFFERED TAX IS PRESENTED AS: | ||
|---|---|---|
| Deferred tax assets | 247 | 313 |
| Deferred tax liabilities | (816) | (852) |
The power generating units belonging to the PGE Group maintain installations, covered with the act dated June 12, 2015 on a scheme for greenhouse gas emission allowance trading. Starting from 2013, only part of emission rights for production of heat will be granted unconditionally, while for production of electricity there is, as a rule, lack of free of charge EUA. Only on the basis of article 10c of Directive 2003/87/EC establishing a scheme for greenhouse gas emission allowance trading within the Community, the derogation is possible providing the realization of investment tasks included in the National Investment Plan. The condition under which free of charge CO2 emission rights can be obtained is presentation of factual-financial statements from realization of tasks included in the National Investment Plan.
In the current period entities of the PGE Group received free of charge CO2 emission rights in the amount of about 25 million for units generating electricity, and about 1 million for the installations other than generating electricity.
In September 2016 PGE Capital Group submitted subsequent reports on the implementation of the investments.
| As at September 30, 2016 | As at December 31, 2015 | |||
|---|---|---|---|---|
| EUA | Amount (Mg million) |
Value | Amount (Mg million) |
Value |
| AS AT JANUARY 1 | 77 | 2,172 | 68 | 1,552 |
| Purchase | 30 | 688 | 38 | 1,301 |
| Granted free of charge | 26 | - | 30 | - |
| Redemption | (58) | (760) | (59) | (681) |
| AS AT THE REPORTING DATE | 75 | 2,100 | 77 | 2,172 |
| As at | As at | |
|---|---|---|
| September 30, 2016 | December 31, 2015 | |
| Advances for construction in progress | 780 | 1,042 |
| Other non-current assets | 20 | 21 |
| TOTAL OTHER ASSETS | 800 | 1,063 |
Advances for construction in progress relate mainly to investment projects conducted by Conventional Generation segment.
| As at | As at | |
|---|---|---|
| PREPAYMENTS | September 30, 2016 | December 31, 2015 |
| Fees and commissions | 45 | 41 |
| Social Fund | 32 | 1 |
| Fees for the exclusion of land from agricultural production, forestry | 15 | 4 |
| IT services | 7 | 7 |
| Property and tort insurance | 5 | 3 |
| Perpetual usufruct of land fee | 4 | - |
| Other prepayments | 27 | 18 |
| OTHER CURRENT ASSETS | ||
| VAT receivables | 204 | 388 |
| Excise tax receivables | 75 | 90 |
| Advances for deliveries | 5 | 34 |
| Other current assets | 9 | 13 |
| TOTAL OTHER ASSETS | 428 | 599 |
Fees and commissions include agency commissions, bank loan commissions and fees for the use of mining. Other prepayments include fees for devices positioning and for occupancy of the right of way, concessions, rentals.
The increased VAT receivables in the corresponding period result from investment purchases in Conventional Generation and Renewables segments. The amount of excise tax receivables regards the exemption from the excise tax of electricity generated from renewable energy sources on the basis of a document confirming the redemption of certificates of origin.
The carrying amount of financial assets measured at amortized cost is a reasonable estimate of their fair value.
| As at September 30, 2016 | As at December 31, 2015 | |||
|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |
| Trade receivables | - | 2,419 | - | 2,548 |
| LTC compensations | - | 1,165 | - | 1,075 |
| Deposits | 135 | 1 | 124 | 1 |
| Bails and security deposits | - | 19 | 1 | 37 |
| Collateral – balancing market | - | - | - | 18 |
| Other financial receivables | 13 | 94 | 17 | 69 |
| TOTAL FINANCIAL RECEIVABLES | 148 | 3,698 | 142 | 3,748 |
Trade receivables comprise also accrual of electricity sales (PLN 558 million as at September 30, 2016 and PLN 601 million in the corresponding period).
In addition, PGE S.A. holds bonds issued by Autostrada Wielkopolska S.A., all of which have been impaired. Due to the fact that the financial position of Autostrada Wielkopolska S.A. has not changed in the current period, the Group did not see indicators for reversal of previously recognized impairment allowances.
Short-term deposits are made for different periods, from one day up to one month, depending on the Group's needs for cash, and are deposited at individually agreed interest rates.
The balance of cash and cash equivalents comprise the following positions:
| As at September 30, 2016 |
As at December 31, 2015 |
|
|---|---|---|
| Cash on hand and cash at bank | 3,648 | 1,304 |
| Overnight deposits | 31 | 57 |
| Short-term deposits | 1,707 | 1,743 |
| TOTAL | 5,386 | 3,104 |
| Interest accrued on cash, not received at the reporting date | - | (1) |
| Exchange differences on cash in foreign currencies | (2) | (2) |
| Cash and cash equivalents presented in the statement of cash flows | 5,384 | 3,101 |
| including restricted cash | 130 | 333 |
| Undrawn borrowing facilities | 6,625 | 5,257 |
| including overdraft facilities | 2,001 | 2,254 |
| Borrowing facilities available from Q2 2016 | - | 5,500 |
Restricted cash disclosed in the consolidated statement of cash flows relates primarily to:
cash received as a guarantee of proper execution of the contract and cash received as a tender deposit;
cash deposit securing the settlements of subsidiaries of the PGE Group with Izba Rozliczeniowa Giełd Towarowych S.A. (Warsaw Commodity Clearing House).
For detailed description of bank loan agreements please refer to note 20.1 of these financial statements.
| As at September 30, 2016 | As at December 31, 2015 | |||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| DERVATIVES AT FAIR VALUE THROUGH PROFIT OR LOSS | ||||
| Currency forward | 2 | - | 7 | 1 |
| Commodity forward | 7 | - | - | 33 |
| IRS hedging transactions | - | 43 | - | 55 |
| DERIVATIVES IN HEDGE ACCOUNTING | ||||
| CCIRS hedging transactions | 130 | - | 43 | - |
| IRS hedging transactions | 2 | 5 | - | - |
| TOTAL DERIVATIVES | 141 | 48 | 50 | 89 |
| current | 9 | - | 7 | 34 |
| non-current | 132 | 48 | 43 | 55 |
Commodity and currency forwards relate mainly to trading in CO2 emissions rights.
In the current reporting period, PGE S.A. entered into an 3 IRS transactions hedging the interest rate of bank loans with a total nominal value of PLN 4,600 million. For the recognition of those IRS transactions, the Group applies hedge accounting. The impact of hedge accounting is described in note 18.2 of these financial statements.
In 2014, PGE S.A. concluded 2 IRS transactions hedging the interest rate on issued bonds with a nominal value of PLN 1 billion. Payments arising from IRS transactions are correlated with interest payments on bonds. Changes in fair value of IRS transactions are recognized fully in profit or loss.
In 2003, Elektrownia Turów S.A. (currently a branch of PGE Górnictwo i Energetyka Konwencjonalna S.A.) concluded IRS-swap hedge transactions. These transactions are aimed to hedge variable interest rates (USD LIBOR 6m) on investment bank loans of USD 30, 40 and 80 million incurred from Nordic Investment Bank to finance investments in Turów power plant. In these transactions, banks-contractors pay interest based on variable rate, and the company pays to bank interest based on fixed rate.
In connection with loans received from PGE Sweden AB (publ) PGE S.A. concluded a CCIRS transaction, hedging both the exchange rate and interest rate. In these transactions, banks - contractors pay PGE S.A. interest based on a fixed rate in EUR and PGE S.A. pays interest based on a fixed rate in PLN. In the consolidated financial statements the relevant part of CCIRS transactions is recognized as a hedge of bonds issued by PGE Sweden AB (publ).
For the CCIRS transaction the Group applies hedge accounting. The impact of hedge accounting is presented in note 18.2 of these financial statements.
The basic assumption of the Group's policy regarding equity management is to maintain an optimal equity structure over the long term in order to assure a good financial standing and secure equity structure ratios that would support the operating activity of the PGE Group. It is also crucial to maintain a sound equity base that would be the basis to win confidence of potential investors, creditors and the market and assure further development of the Group.
| As at September 30, 2016 |
As at December 31, 2015 |
|
|---|---|---|
| 1,470,576,500 Series A ordinary shares with a nominal value of PLN 10 each | 14,706 | 14,706 |
| 259,513,500 Series B ordinary shares with a nominal value of PLN 10 each | 2,595 | 2,595 |
| 73,228,888 Series C ordinary shares with a nominal value of PLN 10 each | 732 | 732 |
| 66,441,941 Series D ordinary shares with a nominal value of PLN 10 each | 665 | 665 |
| TOTAL SHARE CAPITAL | 18,698 | 18,698 |
All shares have been paid up.
On September 5, 2016 the Extraordinary General Meeting of PGE S.A. adopted resolution on increase of the Company's share capital by PLN 467,440,207.25 from the Company's reserve capital, through increasing the nominal value of a share from PLN 10.00 to PLN 10.25. Since until the reporting date the increase has not been registered with the National Court Register, in the statement of financial position as at September 30, 2016 the amount of the share capital increase is recognized in separate item of equity: "reserve capital for the increase of the share capital".
Raising the nominal value of the shares is an event that brings the tax revenue on side of shareholders. On September 5, 2016 the Extraordinary General Meeting of PGE S.A. adopted resolution on allocation of part of the reserve capital to cover the flat-rate income tax related to the increase of the share capital from the Company's own funds, so the tax burden will be borne by the Company. PGE S.A. received tax interpretations in reply to questions regarding proper application of the regulations on income tax from legal persons and income tax from natural persons. The analysis of received interpretations leads to the conclusion that the tax due which Company is supposed to pay to the Tax Office due to the increase of share capital amounts to PLN 110 million. As at September 30, 2016 that amount decreased the equity of the Group and is presented in non-financial liabilities.
After the reporting date until the preparation of these financial statements, there have been no changes with regard to the share capital, the reserve capital and other supplementary capitals.
| Period ended September 30, 2016 |
Year ended December 31, 2015 |
|
|---|---|---|
| AS AT JANUARY 1 | (21) | (61) |
| Change of capital from valuation of financial instruments, including: | 58 | 49 |
| Derivatives valuation including: | 59 | 49 |
| Deferral of changes in fair value of hedging instruments recognized as an effective hedge |
83 | 51 |
| Accrued interest on derivatives transferred from hedging reserve and recognized in interest expenses |
9 | 1 |
| Currency revaluation of CCIRS transaction transferred from hedging reserve and recognized in the result on foreign exchange differences |
(33) | 1 |
| Ineffective portion of change in fair value of hedging derivatives recognized in profit or loss |
- | (4) |
| Financial instruments valuation | (1) | - |
| Deferred tax | (11) | (9) |
| CAPITAL FROM VALUATION OF FINANCIAL INSTRUMENTS INCLUDING DEFERRED TAX |
26 | (21) |
The capital from valuation of financial instruments includes mainly valuation from applied cash flow hedge accounting.
| Dividend paid or declared from the profit for the period ended | ||||||
|---|---|---|---|---|---|---|
| September 30, 2016 December 31, 2015 |
December 31, 2014 | |||||
| CASH DIVIDENDS FROM ORDINARY SHARES | ||||||
| Dividend paid from retained earnings | - | 467 | 1,458 | |||
| Dividend paid from reserve capital | - | - | - | |||
| TOTAL CASH DIVIDENDS FROM ORDINARY SHARES | - | 467 | 1,458 | |||
| Cash dividends per share (in PLN) | - | 0.25 | 0.78 |
During the reporting period and until the date of preparation of these financial statements PGE S.A. made no advance payments of dividends
On June 28, 2016, the General Shareholders' Meeting of PGE S.A. resolved to distribute PLN 467 million from the net profit of 2015 as a dividend (that comprises dividend of PLN 0.25 per share). The Ordinary General Meeting fixed the dividend record date on September 23, 2016 and dividend payout date on October 14, 2016.
In the statement of financial position prepared as at September 30, 2016 the liability resulting from declared dividends is presented in line other non-financial liabilities.
On June 24, 2015, the General Shareholders' Meeting of PGE S.A. resolved to distribute PLN 1,458 million from the net profit of 2014 as a dividend (that comprises dividend of PLN 0.78 per share). The dividend was paid on October 15, 2015.
The carrying amount of provisions is as follows:
| As at September 30, 2016 | As at December 31, 2015 | |||
|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |
| Employee benefits | 2,505 | 645 | 2,496 | 517 |
| Rehabilitation provision | 3,529 | 4 | 3,348 | 2 |
| Provision for deficit of CO2 emission rights | - | 830 | - | 760 |
| Provisions for energy origin units held for redemption | - | 476 | - | 380 |
| Provision for non-contractual use of property | 94 | 15 | 97 | 20 |
| Other provisions | 116 | 68 | 103 | 130 |
| TOTAL PROVISIONS | 6,244 | 2,038 | 6,044 | 1,809 |
| Employee benefits |
Rehabilitation provision |
Provision for deficit of CO2 emission rights |
Provisions for energy origin units held for redemption |
Provision for non-contractual use of property |
Other provisions |
Total | |
|---|---|---|---|---|---|---|---|
| JANUARY 1, 2016 | 3,013 | 3,350 | 760 | 380 | 117 | 233 | 7,853 |
| Current service costs | 55 | - | - | - | - | - | 55 |
| Interest costs | 60 | 72 | - | - | - | - | 132 |
| Benefits paid / Provisions used | (391) | (1) | (760) | (336) | - | (100) | (1,588) |
| Provisions reversed | (25) | - | - | (3) | (24) | (19) | (71) |
| Provisions raised in correspondence with costs Provisions raised in |
439 | 25 | 830 | 435 | 16 | 74 | 1,819 |
| correspondence with property, plant and equipment |
- | 83 | - | - | - | - | 83 |
| Other changes | (1) | 4 | - | - | - | (4) | (1) |
| SEPTEMBER 30, 2016 | 3,150 | 3,533 | 830 | 476 | 109 | 184 | 8,282 |
| Employee benefits |
Rehabilitation provision |
Provision for deficit of CO2 emission rights |
Provisions for energy origin units held for redemption |
Provision for non contractual use of property |
Other provisions |
Total | |
|---|---|---|---|---|---|---|---|
| JANUARY 1, 2015 | 3,243 | 3,299 | 676 | 555 | 92 | 304 | 8,169 |
| Actuarial gains and losses excluding discount rate adjustment |
50 | - | - | - | - | - | 50 |
| Current service costs | 82 | - | - | - | - | - | 82 |
| Past service costs | (55) | - | - | - | - | - | (55) |
| Interest costs | 70 | 86 | - | - | - | - | 156 |
| Discount rate and other assumptions adjustment |
(122) | (224) | - | - | - | - | (346) |
| Benefits paid / Provisions used | (725) | (1) | (680) | (1,159) | (1) | (74) | (2,640) |
| Provisions reversed | (116) | (4) | (1) | (2) | (19) | (82) | (224) |
| Provisions raised in correspondence with costs Provisions raised in |
560 | 56 | 765 | 986 | 45 | 85 | 2,497 |
| correspondence with property, plant and equipment |
- | 122 | - | - | - | - | 122 |
| Changes in the PGE Group | (3) | - | - | - | - | - | (3) |
| Other changes | 29 | 16 | - | - | - | - | 45 |
| DECEMBER 31, 2015 | 3,013 | 3,350 | 760 | 380 | 117 | 233 | 7,853 |
The PGE Group companies raise provisions for:
Discount rate applied to the valuation of actuarial provisions as at September 30, 2016 and December 31, 2015 is 3.0%.
After the completion of the lignite mining, the area of the surface mines belonging to the PGE Group will be rehabilitated. According to the current plans, costs will be incurred in the years 2023 - 2064 (in case of PGE Górnictwo i Energetyka Konwencjonalna S.A. Branch Kopalnia Węgla Brunatnego Bełchatów) and in years 2045-2065 (in case of PGE Górnictwo i Energetyka Konwencjonalna S.A. Branch Kopalnia Węgla Brunatnego Turów).
The PGE Group creates provision for rehabilitation of post-exploitation mining properties. The amount of the provision recognized in the financial statements includes also the value of Mine Liquidation Fund created in accordance with the Geological and Mining Law Act. The value of the provision as at September 30, 2016 amounted to PLN 3,198 million and as at December 31, 2015 to PLN 3,051 million.
The PGE Group power generating units raise provisions for rehabilitation of ash storages. As at the reporting date, the value of provision amounted to PLN 108 million and as at December 31, 2015 to PLN 98 million.
The companies which own wind farms create provision for rehabilitation of post-construction grounds of wind farms. As at the reporting date, the value of provision amounted to PLN 67 million and as at December 31, 2015 to PLN 49 million.
The obligation to liquidate assets and rehabilitate the area results from "The integrated permission for running installations producing electricity and heat" in which the restitution of the area was specified. As at the reporting date, the value of the provision amounts to PLN 160 million (PLN 152 million as at December 31, 2015) and refers to some assets of Conventional Generation and Renewables segments.
Discount rate applied to the valuation of rehabilitation provision as at September 30, 2016 and December 31, 2015 is 3.0%.
The PGE Group entities recognize provision for the shortfall of CO2 emission rights granted free of charge. In estimating the value of the provision the Group takes into account EUA purchased as well as the possibility to cover any shortage with CER or ERU certificates. As described in note 14 of these financial statements the PGE Group is entitled to receive CO2 emissions rights granted free of charge in connection to expenditures concerning investments included in the National Investment Plan. The calculation of the provision includes also these rights.
Entities of the PGE Group recognize provision for compensations related to non-contractual use of property. This issue mainly relates to the distribution company, which owns distribution networks. As at the reporting date the provision amounted to approximately PLN 109 million (of which PLN 46 million relate to litigations). In the comparative period the value of the provision amounted to PLN 117 million (of which PLN 46 million related to litigations).
Other provisions comprise mainly provisions raised for claims relating to real estate tax of PLN 103 million (PLN 88 million as at December 31, 2015).
The value of financial liabilities measured at amortized cost is a reasonable approximation of their fair value, excluding bonds issued by PGE Sweden AB (publ).
Bonds issued by PGE Sweden AB (publ) are based on a fixed interest rate. Their value at amortized cost presented in these financial statements as at September 30, 2016 amounted to EUR 639 million whereas their assessed fair value amounted to EUR 710 million. The indicators used in the valuation belong to Level 2 of the fair value hierarchy.
| As at September 30, 2016 | As at December 31, 2015 | ||||
|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | ||
| Loans and borrowings | 5,390 | 313 | 1,459 | 214 | |
| Bonds issued | 3,685 | 76 | 3,658 | 76 | |
| Lease | 1 | 1 | 1 | 1 | |
| TOTAL LOANS, BORROWINGS, BONDS AND LEASE | 9,076 | 390 | 5,118 | 291 |
Among loans and borrowings presented above as at September 30, 2016 the PGE Group presents among others:
Additionally, PGE Group has unused credit facilities:
Moreover, PGE Group has unused borrowings from environmental funds in total value of PLN 264 million.
The value of overdraft facilities at the Group's disposal amounted to PLN 2,001 million as at September 30, 2016 and PLN 2,254 million as at December 31, 2015. The aforesaid overdraft facilities are available until April 29, 2018.
In the period covered by these financial statements and after the reporting date there were no cases of default of repayment or violation of other terms of loan agreements.
The parent company has the ability to finance its own, and its subsidiaries' operations through the bond issue programs:
billion with a minimum maturity of 1 year. On June 9, 2014, PGE Sweden AB (publ) issued Eurobonds in the total amount of EUR 500 million and a five year maturity and on August, 1 2014 it has issued bonds in the amount of EUR 138 million and fifteen-year maturity.
| As at September 30, 2016 | As at December 31, 2015 | |||
|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |
| Trade liabilities | - | 769 | - | 1,119 |
| Purchase of property, plant and equipment and intangible assets |
12 | 710 | 25 | 1,608 |
| Liabilities related to LTC | - | 1,264 | - | 1,131 |
| Bails and security deposits received | 15 | 66 | 9 | 81 |
| Other | - | 32 | - | 6 |
| TOTAL TRADE AND OTHER FINANCIAL LIABILITIES | 27 | 2,841 | 34 | 3,945 |
| As at September 30, 2016 |
As at December 31, 2015 |
|
|---|---|---|
| Contingent return of grants from environmental funds | 479 | 433 |
| Contingent return of CO2 emission rights received free of charge | 112 | - |
| Legal claims | 67 | 67 |
| Employees' claims | 1 | - |
| Contractual fines and penalties | 12 | 12 |
| Bank guarantees | 2 | 1 |
| Other contingent liabilities | 41 | 47 |
| TOTAL CONTINGENT LIABILITIES | 714 | 560 |
The liabilities represent the value of possible future reimbursements of funds received by the PGE Group companies from environmental funds for the particular investments. The funds will be reimbursed, if investments for which they were granted, will not bring the expected environmental effect.
The contingent liability results from the risk of a return of the equivalent of CO2 emission rights (including interest) balanced in 2013 and 2014 by capital expenditure that may not obtain the approval of compliance indicators.
The contingent liability is mainly related to the dispute with WorleyParsons. WorleyParsons made a claim for the remuneration of PLN 59 million payable to the claimant in the claimant's opinion, and for the return of the amount that in the claimant's opinion was unduly collected by PGE EJ 1 sp. z o.o. from a bank guarantee. PGE EJ 1 sp. z o.o. filed a response to the lawsuit. Moreover, the value of the claims mentioned in the WorleyParsons' lawsuit of PLN 54 million has been included in a request for payment of PLN 92 million due to termination of the agreement, that was filed by WorleyParsons on March 13, 2015. It is anticipated that WorleyParsons may take a separate legal action for the amount of PLN 38 million. The company does not accept the claim and regards its possible admission by the court as unlikely.
The contingent liability comprises mainly accrued contractual fines relating to the delay in realization of the investment issued by the Mayor of the City and Municipality of Gryfino to Zespół Elektrowni Dolna Odra S.A. (currently PGE Górnictwo i Energetyka Konwencjonalna S.A.). The Group committed to the Municipality of Gryfino to accomplish two investments with the total value of not less than almost PLN 8 million until the end of 2018. Failure to realize investments included in the agreement will result in claims relating to contractual fines and penalties by the Municipality of Gryfino.
Other contingent liabilities comprise primarily the value of the potential claim of WorleyParsons of PLN 38 million, which was described above.
As described in note 19.4 of these financial statements the PGE Group recognizes provision for disputes under court proceedings, concerning non-contractual use of properties utilized for distribution activities. In addition, in the PGE Group, there are disputes at an earlier stage of proceedings and it cannot be excluded that the number and value of similar disputes will grow in the future.
According to the concluded agreements on the purchase of fuels(mainly coal and gas), the PGE Group companies are obliged to collect the minimum volume of fuels and not to exceed the maximum level of collection of gas fuel in particular hours and months. A failure to collect a minimum volume of fuels specified in the contracts, may result in a necessity to pay some extra fee (in case of gas fuel, the volume not collected by power plants but paid up, may be collected within the next three contractual years).
In the PGE Group's opinion, the described above terms and conditions of fuel deliveries to its power generating units do not differ from terms and conditions of fuel deliveries to other power generating units on the Polish market.
companies.
As at reporting date, the PGE Group did not have significant contingent receivables.
Former shareholders of PGE Górnictwo i Energetyka S.A. filed petitions calling PGE S.A. for a pre-trial settlement with respect of the payment of damages for incorrectly set – as they claim – share exchange ratio of PGE Górnictwo i Energetyka S.A. shares for the shares of PGE S.A. in the consolidation process which took place in 2010. The total value of claims resulting from petitions for pre-trial settlements by former shareholders of PGE Górnictwo i Energetyka S.A. is over PLN 10 million.
Notwithstanding the foregoing, on November 12, 2014 Socrates Investment S.A. (the purchaser of the liabilities from former shareholders of PGE Górnictwo i Energetyka S.A.) filed a lawsuit for compensation in total amount exceeding PLN 493 million (plus interests) for the damage resulting from incorrectly (in opinion of the Socrates Investment S.A.) set share exchange ratio in the consolidation process of PGE Górnictwo i Energetyka S.A. with PGE S.A.
The Company filed a response to the lawsuit on March 28, 2015. In September 2015, Socrates Investment S.A. submitted a letter which constitutes a response to the response to the lawsuit. On April 27, 2016 a hearing was held at which both parties reiterated previously raised conclusions and statements.
At a subsequent hearing on August 10, 2016, the parties reiterated their motions and statements; the plaintiff's attorney responded, in the form of a written statement from the plaintiff, to a procedural document dated July 20, 2016 from PGE S.A.'s intervening party, PwC Polska sp. z o.o., and a statement was presented by PwC Polska sp. z o.o. showing the correctness of the valuation prepared for the
purposes of the merger. The next hearing is to be held on November 9, 2016. In addition, company Pozwy sp. z o.o. submitted a similar claim amounting to more than PLN 229 million in its letter dated October 31, 2016 which constituted a notification about the purchase of claims and demand for payment adressed to PGE Górnictwo i Energetyka Konwencjonalna S.A., PGE S.A. and PwC Polska sp. z o.o. Pozwy sp. z o.o., indicated in its letter that the company bought claims of former shareholders of PGE Elektrownia Opole S.A. The claim concerns compensation for alleged incorrect determination of the share exchange ratio of PGE Elektrownia Opole S.A. for the shares of PGE Górnictwo i Energetyka Konwencjonalna S.A. in the merger process of those
The Group does not accept the claims of Socrates Investment S.A., Pozwy sp. z o.o. and of the other shareholders filing for a pre-trial settlement. The claims are unfounded. In the opinion of PGE S.A. the whole consolidation process was executed in fair and proper manner. The value of the shares of companies subject to the mergers was assessed by the independent company - PwC Polska sp.z o.o. Additionally, plan of the companies' merger, including the exchange ratio with respect to shares of the acquired company for the shares of the acquiring company were examined for accuracy and reliability by an expert appointed by the registration court; no irregularities were found. Then, the court registered the merger of the companies.
For the reported claims, the Group has not created a provision.
On April 1, 2014 PGE S.A. received a copy of lawsuit filed to the District Court in Warsaw by one of the shareholders. In the lawsuit, the shareholder is seeking for annulment of the resolutions 1, 2 and 4 of the Extraordinary General Meeting of the Company held on February 6, 2014. The Company filed response to the claim. On June 22, 2015 the District Court in Warsaw dismissed in full the shareholder's claim. On July 28, 2015 the shareholder appealed against that verdict. The Company filed a response to the appeal.
On September 17, 2014 PGE S.A. received a copy of lawsuit filed to the District Court in Warsaw by one of the shareholders. In the lawsuit, the shareholder is seeking for annulment of the resolution 4 of the Ordinary General Meeting of the Company held on June 6, 2014. The Company filed response to the claim. On August 13, 2015 the District Court in Warsaw dismissed in full the shareholder's claim. The verdict is not final and binding. On December 7, 2015 PGE S.A. received copy of the Plaintiff's appeal. On December 21, 2015 the Company filed a response to the appeal.
On August 21, 2015 PGE S.A. received a copy of lawsuit filed to the District Court in Warsaw by one of the shareholders. In the lawsuit, the shareholder is seeking for annulment of the resolution 5 of the Ordinary General Meeting of the Company held on June 24, 2015. On September 21, 2015 the Company filed response to the claim. The District Court in Warsaw dismissed the shareholder's claim in the verdict published on April 26, 2016.
On October 23, 2015 PGE S.A. received a copy of lawsuit filed to the District Court in Warsaw by one of the shareholders. In the lawsuit, the shareholder is seeking for annulment of the resolution 1 of the Extraordinary General Meeting of the Company held on September 14, 2015. On November 23, 2015 the Company filed response to the claim.
On May 20, 2016 PGE S.A. received a copy of lawsuit filed to the District Court in Warsaw by one of the shareholders. In the lawsuit, the shareholder is seeking for annulment of the resolution 1 of the Extraordinary General Meeting of the Company held on March 1, 2016. On June 2, 2016 the Company filed response to the claim.
On September 12, 2016 PGE S.A. received a copy of lawsuit filed to the District Court in Warsaw by one of the shareholders. In the lawsuit, the shareholder is seeking for annulment of the resolution 1 of the Ordinary General Meeting of the Company held on June 28, 2016 concerning the election of Chairperson of the Ordinary General Meeting. On October 11, 2016 the Company filed a response to the claim.
Tax obligations and rights are specified in the Constitution of the Republic of Poland, tax regulations and ratified international agreements. According to the tax ordinance, tax is defined as public, unpaid, obligatory and non-returnable cash liability toward the State Treasury, provincial or other regional authorities resulting from the tax regulation. Taking into account the subject criterion, current taxes in Poland can be divided into five groups: taxation of incomes, taxation of turnover, taxation of assets, taxation of activities and other, not classified elsewhere.
From the point of view of economic units, the most important is the taxation of incomes (corporate income tax), taxation of turnover (value added tax, excise tax) followed by taxation of assets (real estate tax and vehicle tax). Other payments classified as quasi – taxes cannot be omitted. Among these there are social security charges.
Basic tax rates were as follows: in 2016 corporate income tax rate – 19%, basic value added tax rate – 23%, lowered: 8%, 5%, 0%, furthermore some goods and products are subject to the tax exemption.
The tax system in Poland is characterized by a significant changeability of tax regulations, their high complexity, high potential fees foreseen in case of commitment of a tax crime or violation as well as general pro-tax approach of tax authorities. Tax settlements and other activity areas subject to regulations (customs or currency controls) can be subject to controls of respective authorities that are entitled to issue fines and penalties with penalty interest. Controls may cover tax settlements for the period of 5 years after the end of calendar year in which the tax was due.
On September 18, 2014 an agreement concerning a tax group, named "TG PGE 2015" was executed for a 25-year period. PGE S.A. is the representing company of this group.
The companies forming a tax group are obligated to meet a number of requirements including: the appropriate level of equity, the parent company's share in companies included in the group at least at the level of 95%, no equity relationships between subsidiaries, no tax arrears and share of profits in revenues at least at the level of 3% (calculated for the whole Tax Group) as well as concluding transactions with entities not belonging to TG PGE 2015 solely on market terms. The violation of these requirements will affect in termination of the TG PGE 2015 and the loss of status of the taxpayer. Since the termination, each of the companies included in the tax group becomes an independent taxpayer for CIT tax purpose.
Considering pending disputes the PGE Group established at the reporting date the provision for property tax in the amount of PLN 103 million. The provision relates mainly to tax proceedings with regards to property tax in selected power plants. The dispute is related to the subject of taxation and concerns mainly a decision whether installations in buildings and detached technical machinery should be taxed as autonomous constructions. Tax proceedings are currently at various stages of tax authorities proceedings, i.e. in front of first instance authorities (village mayor, mayor), local government board of appeals and administrative courts.
The PGE Group's transactions with related entities are concluded based on market prices for provided goods, products and services or are based on the cost of manufacturing.
Sales of entities belonging to the PGE Group to associates and entities jointly controlled in the period ended September 30, 2016 amounted to PLN 61 million and in the comparative period to PLN 5 million. Purchases from those entities in the period ended September 30, 2016 amounted to PLN 339 million. As at September 30, 2016 the Group's trade receivables from associates and entities jointly controlled amounted to PLN 69 million and PLN 1 million as at December 31, 2015. Trade liabilities to those entities amounted to PLN 110 million as at September 30, 2016.
The increase in turnover and balances results from the inclusion of Polska Grupa Górnicza sp. z o.o. in these financial statements. This entity is treated as an entity jointly controlled.
The State Treasury is the dominant shareholder of PGE Polska Grupa Energetyczna S.A. and as a result in accordance with IAS 24 Related Party Disclosures, State Treasury companies are treated as related entities. The PGE Group entities identify in detail transactions with approximately 40 of the biggest State Treasury subsidiaries.
The total value of transactions with such entities is presented in the table below.
| Period ended September 30, 2016 |
Period ended September 30, 2015 |
|
|---|---|---|
| Sales to related parties | 1,551 | 1,609 |
| Purchases from related parties | 2,572 | 2,606 |
| As at September 30, 2016 |
As at December 31, 2015 |
|
|---|---|---|
| Trade receivables from related parties | 208 | 383 |
| including overdue | 1 | 14 |
| Trade liabilities to related parties | 298 | 387 |
| including overdue | - | - |
The largest transactions with State Treasury companies involve Polskie Sieci Elektroenergetyczne S.A., Enea S.A., ENERGA-OBRÓT S.A., PKN Orlen S.A. and purchases of coal from Polish mines.
Moreover, the PGE Group concludes significant transactions on the energy market via Towarowa Giełda Energii S.A. (Polish Power Exchange). Due to the fact that this entity only deals with the organization of trading, purchases and sales transacted through this entity are not recognized as transactions with related parties.
The key management includes the Management Boards and Supervisory Boards of the parent company and significant Group entities.
| PLN thousand | Period ended September 30, 2016 |
Period ended September 30, 2015 |
|---|---|---|
| Short-term employee benefits (salaries and salary related costs) | 24,722 | 24,991 |
| Post-employment and termination benefits | 7,912 | 1,674 |
| TOTAL REMUNERATION OF KEY MANAGEMENT PERSONNEL | 32,634 | 26,665 |
| Remuneration of key management personnel of entities of non-core operations | 10,617 | 10,605 |
| TOTAL REMUNERATION OF MANAGEMENT PERSONNEL | 43,251 | 37,270 |
| PLN thousand | Period ended September 30, 2016 |
Period ended September 30, 2015 |
| Management Board of the parent company | 9,405 | 4,614 |
| Supervisory Board of the parent company | 368 | 311 |
| Management Boards – subsidiaries | 21,147 | 20,675 |
| Supervisory Boards – subsidiaries | 1,714 | 1,065 |
| TOTAL | 32,634 | 26,665 |
| Remuneration of key management personnel of entities of non-core operations | 10,617 | 10,605 |
| TOTAL REMUNERATION OF MANAGEMENT PERSONNEL | 43,251 | 37,270 |
Increase of the remuneration of management personnel is mainly caused by increased post-employment benefits (terminations, noncompetition clauses).
The Members of the Management Boards of some of the Group companies are employed on the basis of civil law contracts for management (so called management contracts). The above remuneration is included in other costs by nature disclosed in note 7.2 Costs by nature and function.
Due to the termination of long-term contracts for sale of capacity and electricity, pursuant to the LTC Act, power generating units who once served as parties to such contracts have acquired the right to compensations for the coverage of the so-called stranded costs. Stranded costs are the expenses of the power generating units, borne until May 1, 2004 for property, plant and equipment related to the production of electricity, uncovered by revenue from the sales of the electricity produced, capacity reserves and system services on the competitive market, after the premature termination of the long-term contract. The LTC Act limits the total resources which can be paid out to all power generating units to cover stranded costs discounted as of January 1, 2007 to the sum of PLN 11.6 billion, with PLN 6.3 billion attributable to PGE.
Table: Basic data for Group power generating units assumed with the LTC Act.
| Power generating unit | Effective term of the Act | Maximum stranded and extra costs |
|---|---|---|
| Turów Power Plant | Up to 2016 | 2,571 |
| Opole Power Plant | Up to 2012 | 1,966 |
| Dolna Odra Power Plant Complex | Up to 2010 | 633 |
| Lublin Wrotków CHP Plant | Up to 2010 | 617 |
| Rzeszów CHP Plant | Up to 2012 | 422 |
| Gorzów CHP Plant | Up to 2009 | 108 |
| TOTAL | 6,317 |
Within the term stipulated by the LTC Act, i.e. until December 31, 2007, PGE S.A. signed contracts terminating its long-term capacity and electricity sales contracts with power generating units who once served as parties to the then effective LTC. Therefore, the power generating units have gained the right to receive resources to cover stranded costs.
Some generating entities, currently branches of PGE GiEK S.A., became entitled to receive funds to cover stranded costs (so-called "LTC compensation") pursuant to the LTC Act. The LTC Act is ambiguous in many points and raise important questions of interpretation. The calculation of the estimated results of each entity and resulting compensations, annual adjustments of stranded costs and final
adjustments as well as resulting revenues recognized in the statement of comprehensive income was performed by the Group with the best of its knowledge in this area and with support of external experts.
Until the preparation date of these financial statements, producers from PGE Group (branches of PGE GiEK) received decisions on annual adjustments of stranded costs and costs related to natural gas fired entities for 2008-2015. The part of these decisions were unfavourable for the particular entities and the Group believes that they were issued in violation of the Long-Term Contracts Act. As a consequence, since 2009, a number of proceedings have been pending before the Regional Court in Warsaw - Competition and Consumer Protection Court ("CCP Court") and before the Court of Appeal. As at the preparation date of this report, majority of the proceedings are conducted before the Supreme Court.
Until September 30, 2016:
The above question concerned two issues:
whether national courts are competent to examine issues related to LTCs?
whether entities in a group should be specified based on the group's state reflected in Annex 7 to the LTC Act or based on the actual state in the year covered by the programme?
The Court ruled that national bodies and courts are not authorised to verify whether national laws considered to be authorised state aid are in compliance with the assumptions listed in Commission communication relating to the methodology for analysing state aid linked to stranded costs; and that in determining the annual adjustment for compensation of stranded costs which is to be paid out to a generating entity belonging to a group, such group membership and therefore the group's financial results should be taken into consideration at the time when the adjustment is made. In the opinion of the PGE Capital Group, the Court's answer does not necessitate the adjustment of the LTC compensations settlement in the financial statements.
In connection with the above, a cassation hearing has been scheduled for November 10, 2016 regarding calculation of the annual adjustment for stranded costs at the Branch Zespół Elektrowni Odra Dolna for 2009.
A conciliation meeting is scheduled for December 8, 2016 between the company as applicant and the President of the Energy Regulatory Office as petitioned party in a case concerning a payment of PLN 107 million to the Company as compensation for lost benefits in connection with unfavourable decisions related to 2009. This is the second petition for a pre-trial settlement in this matter.
In the financialstatements for the period ended September 30, 2016, the Group recognized LTC revenue in sales revenue in the amount of PLN 384 million.
The verdict of the Court of Appeal on determining the annual adjustment for stranded costs due to GiEK S.A. Branch Elektrownia Opole for 2010 caused an adjustment of LTC settlements of approx. PLN (+) 173 million in the financial statements for the period ended September 30, 2016.
Moreover, refusal to accept the cassation appeal for examination in case of the annual adjustment of costs arising in gas-fired units at PGE GiEK S.A. Branch Elektrociepłownia Lublin and Branch Elektrociepłownia Rzeszów for 2010 and unfavourable ruling of the Supreme Court in case of the annual adjustment of costs arising in gas-fired units at PGE GiEK S.A. Branch Elektrociepłownia Lublin Wrotków for 2009 caused an adjustment of LTC settlements of PLN (-) 25 million in the financial statements for the period ended September 30, 2016.
Above adjustments are presented after compensation in the statement of the comprehensive income in other operating revenues.
The value of disputes in all matters relating to the years 2008 – 2012 amounts to PLN 1,660 million, including the value of disputes favourably resolved for PGE Group by the Court of Appeal and a favourable final judgment by the CCP Court in the amount of PLN 1,563 million.
In the period from 2008 till September 30, 2016 the PGE Capital Group recognised LTC revenues in total amount of PLN 7,619 million.
On April 28, 2016, PGE Górnictwo i Energetyka Konwencjonalna S.A. signed the Investment Agreement determining the conditions of the financial investment (the "Investment") in Polska Grupa Górnicza sp. z o.o. (the "Agreement"). The parties of the Agreement are: PGE Górnictwo i Energetyka Konwencjonalna S.A., ENERGA Kogeneracja sp. z o.o., PGNiG TERMIKA S.A., Węglokoks S.A., Towarzystwo Finansowe "Silesia" Sp. z o.o., Fundusz Inwestycji Polskich Przedsiębiorstw FIZAN (jointly referred later to as the "Investors") and Polska Grupa Górnicza Sp. z o.o. ("PGG"). PGG operates on the basis of selected mining assets, acquired from Kompania Węglowa S.A. ("KW") (including 11 hard coal mines, 4 operational units and support, managing and supervisory functions of KW headquarters transferred therewith).
The Agreement specifies the Investment conditions, including inter alia, conditions of PGG recapitalisation by the Investors, operating rules of PGG and corporate governance rules, including method of Investors' supervision over PGG.
Recapitalisation of PGG in total amount of PLN 2,417 million, was divided into 3 tranches, within which PGE GiEK S.A. will pay a total of PLN 500 million, including:
The particular tranches are being released, on the condition, inter alia, that terms of PGG bonds issue are not breached.
PGG operates on the basis of the business plan, which aims at optimisation of coal production costs and achieving defined profitability levels. Business Plan assumes that in 2017 PGG will generate positive cash flows for the Investors. The Agreement foresees several mechanisms allowing for on-going monitoring of the financial standing of PGG, including execution of Business Plan and taking further optimization measures, among others, in case of adverse changes in market conditions. The Agreement assumes that each shareholder of PGG is entitled to appoint, recall and suspend one member of the Supervisory Board (individual rights). Moreover, key decisions of the Assembly of Partners of PGG regarding the capital management and restructuring require the Investors' approval.
Moreover, on June 17, 2016 PGE GiEK S.A., ENERGA Kogeneracja sp. z o.o., PGNiG TERMIKA S.A. and Fundusz Inwestycji Polskich Przedsiębiorstw Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (jointly referred to as "New Investors") signed an agreement concerning PGG (the "Agreement"). The purpose of the Agreement is to provide increased control over PGG leading to higher probability of investment success in PGG, as well as increased impact on potential modifications to PGG's business plan that would meet the expectations of New Investors and new market challenges.
On June 29, 2016 the Office of Competition and Consumer Protection issued consent for concentration that involves the taking of joint control over PGG by the New Investors.
In view of the powers indicated above that PGE GiEK S.A. is entitled to, in the consolidated financial statements investment in PGG is treated as jointly controlled entity and accounted for using the equity method.
On September 16, 2016 PGE together with Enea S.A., ENERGA S.A. and PGNiG TERMIKA S.A. (the "Business Partners") jointly submitted to EDF International SAS ("EDF") an initial, non-binding offer for purchase of shares and stakes in EDF subsidiaries in Poland, possessing conventional generation assets and operating a service business.
These assets encompass in particular:
In the night from September 26 to 27 2016, an landslide process began at an internal heap in the Turów lignite mine.
The landslip caused some limitations in the operations of the mine and the Turów power plant, which uses lignite from the mine as fuel for its power units. The mine temporarily limited coal mining activities what resulted in reduction of generation capacity of the Turów power plant, although fully meeting demand requested by the Operator of the National Power System while part of production was moved to other generating unit of PGE Group.
A rescue operation intended to secure equipment and infrastructure was completed on October 5, 2016, and the situation around the landslide stabilised. Coal supply to the power plant was continuous, drawing from a coal reserve, which stores fuel inventories, and thanks to the launch of additional mining walls. From October 7, 2016, an overburden removal operation is taking place, removing overburden that is covering lignite deposits. As a consequence of the slide a stacker and part of transportation system and associated infrastructure were destroyed. Currently, there is no threat of destruction of the remaining equipment and mining infrastructure. The slide does not have significant impact on the lignite deposits.
Therefore, as of September 30, 2016 an impairment loss of assets was recognised in amount PLN 15.5 million. Additionally, Turów lignite mine will bear the costs associated with removal of effects of overburden slide and reconstruction of part of the property. At the date of preparation of the financial statements, the final amount of these expenses is not yet known. Turów lignite mine has an insurance policy concluded with a syndicate of insurance companies, which is conducting the valuation of damages and the claim adjustment process.
On October 25, 2016, full generation capacity was restored in the Turów power plant therefore it returned to work levels from before the landslide.
On October 19, 2016 PGE Polska Grupa Energetyczna S.A., ENERGA S.A., Enea S.A. and Tauron Polska Energia S.A. set up a company named ElectroMobility Poland. Operations of the new company are intended to develop electromobility system in Poland.
The share capital of the company amounts to PLN 10 million as at the set up date. Each of the above companies will take up 25% of the share capital, obtaining 25% of votes on the general meeting of the company.
On October 28, 2016 and October 31, 2016 PGE GiEK S.A., PGE Energia Odnawialna S.A. and PGE Energia Natury PEW sp. z o.o. received from Enea S.A. terminations of long-term contracts for purchase of so called "green certificates" by Enea S.A.
After initial analysis of the documents sent by Enea S.A., in the opinion of the management boards of the above mentioned companies from PGE Capital Group, notices of termination of contracts presented by Enea S.A. were submitted in violation of the terms of the agreements and companies will take appropriate steps to enforce their rights. In particular, in the opinion of the Management Board of PGE GiEK S.A. termination of the contract by Enea S.A. is unfounded and against the earlier agreement between the parties (a letter of intent) and on that ground PGE GiEK S.A. will demand compensation for termination of the long-term contract.
Estimated volume of the green certificates, covered by contracts with Enea S.A., amounts to approximately 3,115 ths. MWh. Above value was calculated for the period from December 2016 (i.e. the month from which Enea S.A. plans to stop purchases of green certificates after taking into account the notice period) until the initial maturity dates of the contracts.
These consolidated financial statements were approved for publication by the Management Board of the parent company on November 8, 2016.
Warsaw, November 8, 2016
Signatures of the Members of the Management Board of PGE Polska Grupa Energetyczna S.A.
| President of the | |
|---|---|
| Management Board | Henryk Baranowski |
| The Vice-President of the | |
| Management Board | Marta Gajęcka |
| The Vice-President of the | |
| Management Board | Bolesław Jankowski |
| The Vice-President of the Management Board |
Marek Pastuszko |
| The Vice-President of the | |
| Management Board | Paweł Śliwa |
| The Vice-President of the | |
| Management Board | Ryszard Wasiłek |
| The Vice-President of the | |
| Management Board | Emil Wojtowicz |
Signature of the person responsible for preparation of the financial statements Michał Skiba - Director of Financial Reporting and Tax Department
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