Quarterly Report • May 15, 2018
Quarterly Report
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PGE Polska Grupa Energetyczna S.A. Condensed consolidated interim financial statements for the 3-month period
ended March 31, 2018, in accordance with IFRS (in PLN million)
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4 | ||
|---|---|---|
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION 5 | ||
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 6 | ||
| CONSOLIDATED STATEMENT OF CASH FLOWS 7 | ||
| GENERAL INFORMATION, BASIS FOR PREPARATION OF FINANCIAL STATEMENTS AND OTHER EXPLANATORY INFORMATION 8 | ||
| 1. | General information 8 | |
| 1.1 1.2 |
Information on the parent 8 Information on PGE Group 8 |
|
| 1.3 | PGE Group's composition 9 | |
| 1.4 | Accounting for new acquisitions 11 | |
| 2. 2.1 |
Basis for preparation of financial statements 11 Statement of compliance 11 |
|
| 2.2 | Presentation and functional currency 12 | |
| 2.3 2.4 |
New standards and interpretations published, not yet effective 12 Professional judgment of management and estimates 13 |
|
| 3. | Changes in accounting principles and data presentation 13 | |
| 4. | Fair value hierarchy 16 | |
| EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17 | ||
| EXPLANATORY NOTES TO OPERATING SEGMENTS 17 | ||
| 5. | Information on operating segments 17 | |
| 5.1 | Information on business segments 18 | |
| EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 20 | ||
| 6. | Revenues and expenses 20 | |
| 6.1 6.2 |
Sales revenues 20 Costs by nature and function 20 |
|
| 6.3 | Other operating income and expenses 21 | |
| 6.4 | Finance income and finance costs 22 | |
| 6.5 | Share of profit of entities accounted for using the equity method 22 | |
| 7. | Impairment losses on assets 23 | |
| 8. | Tax in the statement of comprehensive income 23 | |
| EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 24 | ||
| 9. | Significant additions and disposals of property, plant and equipment and intangible assets 24 | |
| 10. | Future investment commitments 24 | |
| 11. | Shares accounted for using the equity method 24 | |
| 12. | Deferred tax in the statement of financial position 25 | |
| 12.1 12.2 |
Deferred income tax assets 25 Deferred income tax liabilities 25 |
|
| 13. | CO2 emission allowances for captive use 26 |
|
| 14. | Selected financial assets 26 | |
| 14.1 | Trade and other financial receivables 26 | |
| 14.2 | Cash and cash equivalents 27 | |
| 15. | Derivatives 27 | |
| 16. 16.1 |
Equity 28 Share capital 28 |
|
| 16.2 | Hedging reserve 29 | |
| 16.3 | Dividends paid and recommended for payment 29 | |
| 17. 17.1 |
Provisions 30 Provision for employee benefits 30 |
|
| 17.2 | Rehabilitation provision 31 | |
| 17.3 | Provision for shortage of CO2 emission allowances 31 | |
| 17.4 17.5 |
Provision for energy origin rights held for redemption 31 Provision for non-contractual use of the property 31 |
|
| 17.6 | Other provisions 31 | |
| 18. | Financial liabilities 32 | |
| 18.1 18.2 |
Loans, borrowings, bonds and lease 32 Trade and other financial liabilities 33 |
| OTHER EXPLANATORY NOTES 33 | ||
|---|---|---|
| 20. | Contingent liabilities and receivables. Legal claims 33 | |
| 20.1 | Contingent liabilities 33 | |
| 20.2 | Other significant issues related to contingent liabilities 35 | |
| 20.3 | Contingent receivables 35 | |
| 20.4 | Other legal claims and disputes 35 | |
| 21. | Tax settlements 36 | |
| 22. | Information on related parties 38 | |
| 22.1 | Associates and jointly controlled entities 38 | |
| 22.2 | State Treasury-controlled companies 38 | |
| 22.3 | Management remuneration 39 | |
| 23. | Significant events during and after the reporting period 39 | |
| 24. | PGE Polska Grupa Energetyczna S.A. quarterly financial information 40 | |
| SEPARATE STATEMENT OF COMPREHENSIVE INCOME 40 | ||
| SEPARATE STATEMENT OF FINANCIAL POSITION 41 | ||
| SEPARATE STATEMENT OF CHANGES IN EQUITY 42 | ||
| SEPARATE STATEMENT OF CASH FLOWS 43 | ||
| 24.1 | Changes in accounting rules and data presentation 44 | |
| 25. | Approval of financial statements 45 |
| Period ended | Period ended | ||
|---|---|---|---|
| Note | March 31, 2018 | March 31, 2017 | |
| (unaudited) | (unaudited) | ||
| STATEMENT OF PROFIT OR LOSS | |||
| SALES REVENUES | 6.1 | 7,137 | 5,741 |
| Cost of goods sold | 6.2 | (5,229) | (4,149) |
| GROSS PROFIT ON SALES | 1,908 | 1,592 | |
| Distribution and selling expenses | 6.2 | (363) | (304) |
| General and administrative expenses | 6.2 | (256) | (176) |
| Other operating income | 6.3 | 88 | 132 |
| Other operating expenses | 6.3 | (62) | (43) |
| OPERATING PROFIT | 1,315 | 1,201 | |
| Financial income | 6.4 | 15 | 114 |
| Financial expenses | 6.4 | (116) | (177) |
| Share of profit of entities accounted for using the equity method | 6.5 | 11 | 9 |
| PROFIT BEFORE TAX | 1,225 | 1,147 | |
| Current income tax | 8 | (226) | (139) |
| Deferred income tax | 8 | (13) | (45) |
| NET PROFIT FOR THE REPORTING PERIOD | 986 | 963 | |
| OTHER COMPREHENSIVE INCOME | |||
| Items that may be reclassified to profit or loss in the future: | |||
| Valuation of financial instruments | 16.2 | 1 | 2 |
| Valuation of hedging instruments | 16.2 | (45) | (40) |
| Foreign exchange differences from translation of foreign entities | 1 | (6) | |
| Deferred tax | 8 | 8 | 7 |
| OTHER COMPREHENSIVE INCOME FOR THE REPORTING PERIOD, NET | (35) | (37) | |
| TOTAL COMPREHENSIVE INCOME | 951 | 926 | |
| NET PROFIT ATTRIBUTABLE TO: | |||
| – equity holders of the parent company | 935 | 964 | |
| – non-controlling interests | 51 | (1) | |
| COMPREHENSIVE INCOME ATTRIBUTABLE TO: | |||
| – equity holders of the parent company | 900 | 927 | |
| – non-controlling interests | 51 | (1) | |
| EARNINGS AND DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY | |||
| HOLDERS OF THE PARENT COMPANY (IN PLN) | 0.50 | 0.52 |
| As at | As at | As at | ||
|---|---|---|---|---|
| Note | March 31, 2018 | December 31, 2017 | March 31, 2017 | |
| (unaudited) | (audited) | (unaudited) | ||
| restated data* | restated data* | |||
| NON-CURRENT ASSETS | ||||
| Property, plant and equipment | 9 | 58,612 | 58,620 | 51,378 |
| Investment property | 47 | 47 | 26 | |
| Intangible assets | 9 | 1,266 | 1,281 | 631 |
| Financial receivables | 14.1 | 168 | 158 | 245 |
| Derivatives and other assets measured at fair value through profit or loss | 15 | 186 | 222 | 239 |
| Shares and other equity instruments | 32 | 47 | 39 | |
| Shares accounted for using the equity method | 11 | 698 | 634 | 550 |
| Other non-current assets | 522 | 524 | 662 | |
| CO2 emission allowances for captive use | 13 | 449 | 402 | 1,218 |
| Deferred income tax assets | 12 1 | 594 | 651 | 163 |
| 62,574 | 62,586 | 55,151 | ||
| CURRENT ASSETS | ||||
| Inventories | 1,963 | 1,879 | 1,627 | |
| CO2 emission allowances for captive use | 13 | 1,061 | 1,040 | 1,193 |
| Income tax receivables | 29 | 36 | 31 | |
| Derivatives and other assets measured at fair value through profit or loss | 15 | 65 | 83 | - |
| Trade and other financial receivables | 14.1 | 3,661 | 3,522 | 4,271 |
| Shares and other equity instruments | 5 | 5 | 5 | |
| Other current assets | 462 | 391 | 374 | |
| Cash and cash equivalents | 14.2 | 2,356 | 2,552 | 4,656 |
| 9,602 | 9,508 | 12,157 | ||
| ASSETS CLASSIFIED AS HELD FOR SALE | 11 | 12 | 12 | |
| TOTAL ASSETS | 72,187 | 72,106 | 67,320 | |
| , | , | , | ||
| EQUITY | ||||
| Share capital | 16.1 | 19,165 | 19,165 | 19,165 |
| Reserve capital | 15,328 | 15,328 | 13,730 | |
| Hedging reserve | 16.2 | 47 | 83 | 116 |
| Foreign exchange differences from translation | (3) | (4) | (3) | |
| Retained earnings | 11,932 | 10,616 | 10,599 | |
| EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT | 46,469 | 45,188 | 43,607 | |
| Equity attributable to non-controlling interests | 1,124 | 1,165 | 93 | |
| TOTAL EQUITY | 47,593 | 46,353 | 43,700 | |
| NON-CURRENT LIABILITIES | , | , | , | |
| Non-current provisions | 17 | 5,720 | 5,651 | 5,056 |
| Loans, borrowings, bonds and lease | 18.1 | 8,435 | 8,422 | 9,433 |
| Derivatives | 15 | 21 | 18 | 37 |
| Deferred tax liabilities | 12 2 | 1,269 | 1,250 | 1,153 |
| Deferred income and government grants | 625 | 1,038 | 1,097 | |
| Other financial liabilities | 18.2 | 375 | 379 | 29 |
| Other non-financial liabilities | 18 | - | - | |
| 16,463 | 16,758 | 16,805 | ||
| CURRENT LIABILITIES | ||||
| Current provisions | 17 | 2,523 | 1,991 | 2,130 |
| Loans, borrowings, bonds and lease | 18.1 | 1,629 | 1,623 | 404 |
| Derivatives | 15 | 75 | 106 | - |
| Trade and other financial liabilities | 18.2 | 1,882 | 3,231 | 2,726 |
| Income tax liabilities | 159 | 196 | 1 | |
| Deferred income and government grants | 96 | 115 | 119 | |
| Other non-financial liabilities | 19 | 1,767 | 1,733 | 1,435 |
| 8,131 | 8,995 | 6,815 | ||
| TOTAL LIABILITIES | 24,594 | 25,753 | 23,620 | |
| TOTAL EQUITY AND LIABILITIES | 72,187 | 72,106 | 67,320 |
* restatement of comparative data is described in note 3 of these financial statements.
| Share capital | Reserve capital |
Hedging reserve | Foreign exchange differences from translation |
Retained earnings |
Total | Non-controlling interests |
Total EQUITY |
|
|---|---|---|---|---|---|---|---|---|
| Note | 16.1 | 16.2 | ||||||
| JANUARY 1, 2017 | 19,165 | 13,730 | 147 | 3 | 9,634 | 42,679 | 96 | 42,775 |
| Net profit for the reporting period | - | - | - | - | 2,660 | 2,660 | 7 | 2,667 |
| Other comprehensive income | - | - | (64) | (7) | (82) | (153) | - | (153) |
| COMPREHENSIVE INCOME | - | - | (64) | (7) | 2,578 | 2,507 | 7 | 2,514 |
| Retained earnings distribution | - | 1,598 | - | - | (1,598) | - | - | - |
| Dividend | - | - | - | - | - | - | (2) | (2) |
| Purchase of new subsidiaries | - | - | - | - | - | - | 1,067 | 1,067 |
| Change in stake in subsidiaries not resulting in loss of control |
- | - | - | - | - | - | - | - |
| Tax on capital increase | - | - | - | - | - | - | - | - |
| Settlement of purchase of additional shares | - | - | - | - | 2 | 2 | (3) | (1) |
| in subsidiaries | ||||||||
| TRANSACTIONS WITH OWNERS | - | 1,598 | - | - | (1,596) | 2 | 1,062 | 1,064 |
| DECEMBER 31, 2017 | 19,165 | 15,328 | 83 | (4) | 10,616 | 45,188 | 1,165 | 46,353 |
| Net profit for the reporting period | - | - | - | - | 935 | 935 | 51 | 986 |
| Other comprehensive income | - | - | (36) | 1 | - | (35) | - | (35) |
| COMPREHENSIVE INCOME FOR THE PERIOD | - | - | (36) | 1 | 935 | 900 | 51 | 951 |
| Inclusion of companies in consolidation | - | - | - | - | 27 | 27 | 20 | 47 |
| Changes in accounting principles – IFRS 15 | - | - | - | - | 340 | 340 | - | 340 |
| Settlement of purchase of additional shares in subsidiaries |
- | - | - | - | 14 | 14 | (112) | (98) |
| TRANSACTIONS WITH OWNERS | - | - | - | - | 381 | 381 | (92) | 289 |
| MARCH 31, 2018 | 19,165 | 15,328 | 47 | (3) | 11,932 | 46,469 | 1,124 | 47,593 |
| Share capital | Reserve capital |
Hedging reserve | Foreign exchange differences from translation |
Retained earnings |
Total | Non-controlling interests |
Total EQUITY |
|
| Note | 16.1 | 16.2 | ||||||
| JANUARY 1, 2017 | 19,165 | 13,730 | 147 | 3 | 9,634 | 42,679 | 96 | 42,775 |
| Net profit for the reporting period | - | - | - | - | 964 | 964 | (1) | 963 |
| Other comprehensive income | - | - | (31) | (6) | - | (37) | - | (37) |
| COMPREHENSIVE INCOME | - | - | (31) | (6) | 964 | 927 | (1) | 926 |
| Settlement of purchase of additional shares | - | - | - | - | - | - | (1) | (1) |
| in subsidiaries Tax on capital increase |
- | - | - | - | 1 | 1 | (1) | - |
| TRANSACTIONS WITH OWNERS | - | - | - | - | 1 | 1 | (2) | (1) |
MARCH 31, 2017 19,165 15,730 116 (3) 10,599 43,607 93 43,700
| Note | Period ended March 31, 2018 (unaudited) |
Period ended March 31, 2017 (unaudited) restated data* |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | 1,225 | 1,147 | |
| Income tax paid | (275) | (276) | |
| Adjustments for: | |||
| Share of profit of associates consolidated under the equity method | (11) | (9) | |
| Depreciation, amortisation, disposal and impairment losses | 899 | 748 | |
| Interest and dividend, net | 48 | 25 | |
| Profit / loss on investing activities | 9 | 47 | |
| Change in receivables | (139) | 130 | |
| Change in inventories | (85) | (32) | |
| Change in liabilities, excluding loans and borrowings | (399) | (379) | |
| Change in other non-financial assets, prepayments and CO2 emission allowances | (165) | (59) | |
| Change in provisions | 584 | 322 | |
| Other | (10) | (27) | |
| NET CASH FROM OPERATING ACTIVITIES | 1,681 | 1,637 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Purchase of property, plant and equipment and intangible assets | (1,697) | (1,631) | |
| Deposits with maturity over 3 months | (89) | (108) | |
| Termination of deposits with maturity over 3 months | 79 | 2,392 | |
| Purchase of financial assets and increase in stake in Group companies | (136) | (143) | |
| Sale of subsidiaries after offsetting acquired cash | - | (97) | |
| Inclusion of companies in consolidation | 18 | - | |
| Interest received | - | 10 | |
| Other | 7 | 2 | |
| NET CASH FROM INVESTING ACTIVITIES | (1,818) | 425 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from loans, borrowings and issue of bonds | 32 | - | |
| Repayment of loans, borrowings, bonds and finance leasing | (82) | (23) | |
| Interest paid | (59) | (55) | |
| Grants received for non-current assets | 7 | - | |
| Other | 42 | (2) | |
| NET CASH FROM FINANCING ACTIVITIES | (60) | (80) | |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (197) | 1,982 | |
| Net exchange differences | (3) | (3) | |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD | 14.2 | 2,551 | 2,666 |
| CASH AND CASH EQUIVALENTS AT THE END OF PERIOD | 14.2 | 2,354 | 4,648 |
* restatement of comparative data is described in note 3 ofthese financialstatements.
PGE Polska Grupa Energetyczna S.A. ("Parent," "Company," "PGE S.A.") was founded on the basis of a Notary Deed dated August 2, 1990 and registered in the District Court in Warsaw, XVI Commercial Department, on September 28, 1990. The Company wasregistered in the National Court Register of the District Court for the capital city of Warsaw, XII Commercial Department, under no. KRS 0000059307. The Company'sregistered office isin Warsaw, ul. Mysia 2.
As at January 1, 2018 and on the date on which these financial statements were published, the Company's Management Board was as follows:
PGE S.A. does not publish a separate quarterly report relating solely to the parent company. Instead, this is included as part of the consolidated quarterly report. This is possible under § 83 of the Regulation of the Minister of Finance dated February 19, 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state. (Polish Journal of Laws of 2014, item 133, as amended) and PGE S.A. had declared that it would use this option in currentreport 3/2017 of January 23, 2017.
In view of this, note 24 to these consolidated financialstatements contains quarterly financial information for PGE S.A.
As at March 31, 2018, the parent's ownership structure was asfollows:
| State Treasury | Other shareholders | Total | |
|---|---|---|---|
| As at December 31, 2017 | 57.39% | 42.61% | 100.00% |
| As at March 31, 2018 | 57.39% | 42.61% | 100.00% |
The ownership structure as at particular reporting dates was prepared on the basis of data available to the Company.
According to information known to the Company as of the date on which these financial statements were prepared, the State Treasury wasthe only shareholder with at least 5% of votes at the general meeting of PGE S.A.
PGE Group ("PGE Group," "Group") includes the parent, PGE Polska Grupa Energetyczna S.A., 61 consolidated subsidiaries, 3 associates and 1 jointly controlled entity. For additional information about subordinated entities included in the consolidated financial statements please referto note 1.3.
These consolidated financial statements of PGE Group comprise financial data for the period from January 1, 2018 to March 31, 2018 ("financial statements", "consolidated financial statements") and include comparative data for the period from January 1, 2017 to March 31, 2017.
The financial statements of all subordinated entities were prepared for the same reporting period as the financial statements of the parent company, using consistent accounting principles.
PGE Group companies' core activities are asfollows:
Business activities are conducted under appropriate concessions granted to particular Group companies.
These financial statements were prepared under the assumption that the Group's 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 same accounting rules (policies) and calculation methods were applied in these financial statements as in the most recent annual financial statements, except for changes resulting from the entry into force of IFRS 9 Financial Instruments and IFRS 15 Contracts with Customers. A detailed description of the changes is presented in note 3. These financial statements should be read in conjunction with PGE Group's consolidated financialstatementsforthe year ended December 31, 2017.
During the reporting period, PGE Group consisted of the following subsidiaries, consolidated directly and indirectly:
| Entity | Entity holding shares | PGE Group entities' shares as at March 31, 2018 |
PGE Group entities' shares as at December 31, 2017 |
|
|---|---|---|---|---|
| SEGMENT: SUPPLY | ||||
| 1. | PGE Polska Grupa Energetyczna S.A. Warsaw |
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. | PGE Centrum sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 6. | PGE Nowa Energia sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 7. | ENESTA sp. z o.o. Stalowa Wola |
PGE Obrót S.A. | 87.33% | 87.33% |
| 8. | PGE Paliwa sp. z o.o. Kraków |
PGE Energia Ciepła S.A. | 100.00% | 100.00% |
| SEGMENT: CONVENTIONAL GENERATION | ||||
| 9. | PGE Górnictwo i Energetyka Konwencjonalna S.A. Bełchatów |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 10. | PGE Energia Ciepła S.A. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 99.52% | 99.52% |
| 11. | PGE Toruń S.A. Toruń |
PGE Energia Ciepła S.A. | 95.22% | 95.22% |
| 12. | PGE Gaz Toruń sp. z o.o. Warsaw |
PGE Energia Ciepła S.A. | 50.04% | 50.04% |
| 13. | Zespół Elektrociepłowni Wrocławskich KOGENERACJA S.A. Wrocław |
PGE Energia Ciepła S.A. Investment III B.V. |
25.81% 32.26% |
17.74% 32.26% |
| 14. | Elektrociepłownia Zielona Góra S.A. Zielona Góra |
Zespół Elektrociepłowni Wrocławskich KOGENERACJA S.A. |
98.40% | 98.40% |
| 15. | ELBIS sp. z o.o. Rogowiec |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 16. | MEGAZEC sp. z o.o. Bydgoszcz |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 17. | MegaSerwis sp. z o.o. Bogatynia |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 18. | ELMEN sp. z o.o. Rogowiec |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 19. | Przedsiębiorstwo Usługowo-Produkcyjne "ELTUR-SERWIS" sp. z o.o. Bogatynia |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 20. | Przedsiębiorstwo Usługowo-Produkcyjne "TOP SERWIS" sp. z o.o. Bogatynia |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 21. | Przedsiębiorstwo Transportowo-Sprzętowe "BETRANS" sp. z o.o. Bełchatów |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 22. | Przedsiębiorstwo Wulkanizacji Taśm i Produkcji Wyrobów Gumowych BESTGUM POLSKA sp. z o.o. Rogowiec |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 23. | RAMB sp. z o.o. Piaski |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 24. | EPORE sp. z o.o. Bogatynia |
PGE Górnictwo i Energetyka Konwencjonalna S.A. |
85.38% | 85.38% |
| 25. | "Energoserwis – Kleszczów" sp. z o.o. Rogowiec |
PGE Górnictwo i Energetyka Konwencjonalna S.A. |
51.00% | 51.00% |
| 26. | Przedsiębiorstwo Energetyki Cieplnej sp. z o.o. Zgierz |
PGE Górnictwo i Energetyka Konwencjonalna S.A. |
50.98% | 50.98% |
The additional notes constitute an integral part ofthe consolidated financialstatements.
| SEGMENT: RENEWABLES | ||||
|---|---|---|---|---|
| 27. | PGE Energia Odnawialna S.A. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 28. | Elektrownia Wiatrowa Baltica-1 sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% |
| 29. | Elektrownia Wiatrowa Baltica-2 sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% |
| 30. | Elektrownia Wiatrowa Baltica-3 sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% |
| 31. | PGE Energia Natury PEW sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% |
| 32. | PGE Klaster sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% |
| SEGMENT: DISTRIBUTION | ||||
| 33. | PGE Dystrybucja S.A. Lublin |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| SEGMENT: OTHER ACTIVITY | ||||
| 34. | PGE EJ 1 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 70.00% | 70.00% |
| 35. | PGE Systemy S.A. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 36. | PGE Sweden AB (publ) Stockholm |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 37. | Investment III B.V. Amsterdam |
PGE Energia Ciepła S.A. | 100.00% | 100.00% |
| 38. | PGE Synergia sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 39. | "Elbest" sp. z o.o. Bełchatów |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 40. | Elbest Security sp. z o.o. Bełchatów |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 41. | PGE Inwest 2 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 42. | PGE Inwest 5 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 43. | PGE Ventures sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 44. | PGE Inwest 8 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 45. | PGE Inwest 9 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 46. | PGE Inwest 10 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 47. | PGE Inwest 11 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 48. | PGE Inwest 12 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 49. | PGE Inwest 13 S.A. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 50. | PGE Inwest 14 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 51. | PGE Inwest 16 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 52. | PGE Inwest 17 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 53. | PGE Inwest 18 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 54. | PGE Inwest 19 sp. z o.o. Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 55. | PGE Towarzystwo Funduszy Inwestycyjnych S.A. (currently Towarzystwo Funduszy Inwestycyjnych Energia S.A.) Warsaw |
PGE Polska Grupa Energetyczna S.A. | 100.00% | 100.00% |
| 56. | BIO-ENERGIA sp. z o.o. Warsaw |
PGE Energia Odnawialna S.A. | 100.00% | 100.00% |
| 57. | Przedsiębiorstwo Transportowo-Usługowe "ETRA" sp. z o.o. Białystok |
PGE Dystrybucja S.A. | 100.00% | 100.00% |
| 58. | Energetyczne Systemy Pomiarowe sp. z o.o. Białystok |
PGE Dystrybucja S.A. | 100.00% | 100.00% |
| 59. | PGE Ekoserwis sp. z o.o. Wrocław |
PGE Energia Ciepła S.A. | 84.15% | 84.15% |
| 60 | ZOWER sp. z o.o. Czerwionka-Leszczyny |
PGE Energia Ciepła S.A. | 100.00% | - |
| 61. | Przedsiębiorstwo Usługowo - Handlowe TOREC sp. z o.o. Toruń |
PGE Toruń S.A. | 50.04% | - |
| 62 | Zakłady Pomiarowo-Badawcze Energetyki Energopomiar sp. z o.o. Gliwice |
PGE Polska Grupa Energetyczna S.A. PGE Górnictwo i Energetyka |
22.78% | - |
|---|---|---|---|---|
| Konwencjonalna S.A. | 22.14% | - | ||
| PGE Energia Ciepła S.A. | 7.38% | - |
During the reporting period, three subsidiaries were added to consolidation that previously had not been consolidated due to immateriality:
As a result of a subscription to sell 2 383 999 ordinary bearer shares of Zespół Elektrociepłowni Wrocławskich KOGENARACJA Spółka Akcyjna ("KOGENERACJA"), announced on February 1, 2018, PGE Energia Ciepła S.A. on March 14, 2018 purchased 1 202 172 shares in the Company, entitling to 1 202 172 votes at KOGENERACJA's general meeting and constituting (after rounding to the nearest onehundredth of percent) 8.07% of KOGENERACJA'stotalshares and general meeting votes.
As of the date on which these financial statements were prepared, PGE Group held 58.07% of the total number of votes at KOGENERACJA's general meeting. The change in the number of votes resulted from transactions to sell shares on the WSE, carried out and cleared on March 14, 2018.
Events afterthe reporting period:
The aforementioned mergers will not have a majorimpact on PGE Group'sfuture financialstatements.
As described in note 1.4 to the consolidated financial statements for 2017, the acquisition of EDF's assets in Poland took place in 2017. As a result of this transaction, PGE S.A. acquired direct and indirect control over the following companies:
According to IFRS 3, PGE Group should settle the transaction within 12 months from the acquisition date. Initial recognition of the acquisition of the acquired entities' assets and liabilities was done for the purposes of these financial statements. The Group is working on finalrecognition.
These financialstatements are prepared in accordance with International Accounting Standard 34 Interim Financial Reporting and in the scope required under the Minister of Finance Regulation of March 29, 2018 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 2018, items 512 and 685).
IFRS comprise standards and interpretations, approved by the International Accounting Standards Board ("IASB") and International Financial Reporting Interpretation Committee ("IFRIC").
The functional currency of the parent company and the presentation currency of these consolidated financial statements is Polish zloty ("PLN"). All amounts are in PLN millions(PLNm), unlessindicated otherwise.
For the purpose of translation at the reporting date of items denominated in currency other than PLN the following exchange rates were applied:
| March 31, 2018 | December 31, 2017 | March 31, 2017 | |
|---|---|---|---|
| USD | 3.4139 | 3.4813 | 3.9455 |
| EUR | 4.2085 | 4.1709 | 4.2198 |
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, 2018:
| Standard | Description of changes | Effective date |
|---|---|---|
| IFRS 16 Leases | The standard eliminates classification of leases as either operating or finance lease in the lessee's accounts. All contractsthat meet the criteria of lease will be recognised asfinance lease. |
January 1, 2019 |
| Amendmentsto IFRS 9 | These changes apply to the right of early repayment with negative fees. | January 1, 2019 |
| IFRIC 23 Uncertainty over income tax treatments |
Thisinterpretation appliesto establishing taxable revenue, tax base, unsettled tax losses, unused tax rebates and tax rates. |
January 1, 2019 |
| Amendmentsto IAS 28 | This amendment concerns measurement of non-current investmentsin associates |
January 1, 2019 |
| Annual improvementsto IFRS (cycle 2015-2017) |
A collection of amendments dealing with: IFRS 3 - measurement of existing stake in a joint operation; IFRS 11 - no measurement of existing stake in a joint operation; IFRS 12 - income tax consequences of dividends; IAS 23 - financing costs when an asset is ready for its intended use. |
January 1, 2019 |
| Amendmentsto IAS 19 | Amendments concern defined-benefit plans. | January 1, 2019 |
| Amendmentsto Referencesto the Conceptual Framework in IFRS |
These amendments aim to clarify the Conceptual Framework | January 1, 2020 |
| IFRS 17 Insurance contracts | Defines a new approach to recognising revenue and profit/loss in the period in which insurance services are provided |
January 1, 2021 |
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 standard 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 operating leases or finance leasesin the lessee's accounts. All contracts which meet the criteria of a lease will be recognised as a finance lease. Adoption of the standard will have the following effect:
PGE is currently analysing the potential impact of IFRS 16 on the future financial statements. The analysis is particularly focusing on the potential impact ofstandard on the receipt of free perpetual usufructrightsto land. In accordance with PGE Group's existing accounting policy, rightsto perpetual usufruct of land were not recognised as contracts containing a lease component. Analysis of thisstandard has not finished yet but its application should not have a significant impact on the Group'sfuture financialstatements.
The otherstandards and amendmentsshould not have a majorimpact on PGE Group'sfuture financialstatements.
In the process of applying accounting rules with regards to the below issues, management has made judgements and estimates that affect the amounts presented in the consolidated financial statements, including in other explanatory information. The estimates are 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 is presented below orin respective explanatory notes.
The accounting principles applied in preparing these consolidated financial statements are consistent with those applied in preparing the Company's consolidated financial statements for 2017, except as stated below. The following amendments to IFRSs are applied in these financial statements in line with their effective dates. Amendments relating to IFRS 9 and IFRS 15 are described below. The other amendments did not have material impact on the presented and disclosed financial information or they were not applicable to the Group'stransactions:
Amendmentsintroduced by the new standard IFRS 9 mostly relate to the following areas:
Moreover, after analysis, the Group decided not to implement the changes resulting from IFRS 9 as regards hedge accounting from January 1, 2018.
The Group applied IFRS 9 from January 1, 2018, withoutrestating its comparative data.
If PGE Group applied IFRS 9 in its financial statements for 2017, impairment losses on financial assets as at December 31, 2017, would have been approx. PLN 4 million higher. Equity as at December 31, 2017 would have decreased by about PLN 4 million gross, (no impact on deferred tax).
Due to the immaterial impact of the new standard, its effects were not recognised as retained earnings as of January 1, 2018. Starting from January 1, 2018, PGE Group recognises expected credit lossesin accordance with IFRS 9 requirements.
Changes in the classification of financial instruments resulted in the change of name of several items from the statement of financial position but non amounts were reclassified between items.
The Group applied IFRS 15 from the date it enters into force, i.e. January 1, 2018, without restating its comparative data. As a result of this, as at January 1, 2018, the Group recognised PLN 340 million asretained earnings, which concerned a one-offsettlement of revenue from connection fees, which prior to entry into force of IFRIC 18 Transfers of Assets from Customers, i.e. prior to July 1, 2009, had been recognised as deferred income and were settled in time, whereas under IFRS 15 they should be accounted for on a one-off basis when the connection is made.
The impact of applying IFRS 15 on the Group's consolidated financialstatementsin the first quarter of 2018, compared to IAS 11, IAS 18 and the related interpretations, is presented below.
| March 31, 2018 | Connection fees | Transition fee and | Gas distribution | March 31, 2018 | |
|---|---|---|---|---|---|
| Published data | renewables fee | and transmission | without IFRS 15 | ||
| STATEMENT OF PROFIT OR LOSS | |||||
| SALES REVENUES | 7,137 | 10 | 156 | 8 | 7,311 |
| COST OF GOODS SOLD | (5,229) | - | (156) | (8) | (5,393) |
| PROFIT BEFORE TAX | 1,225 | 10 | - | - | 1,235 |
| Income tax | (239) | (2) | - | - | (241) |
| NET PROFIT FOR THE REPORTING PERIOD | 986 | 8 | - | - | 994 |
| STATEMENT OF FINANCIAL POSITION | |||||
| Retained earnings | 10,946 | (340) | - | - | 10,606 |
| Net profit | 986 | 8 | - | - | 994 |
| TOTAL EQUITY | 47,593 | (332) | - | - | 47,261 |
| Deferred tax liabilities | 1,269 | (72) | - | - | 1,197 |
| Deferred income and governments grants | 721 | 404 | - | - | 1,125 |
| TOTAL LIABILITIES | 24,594 | 332 | - | - | 24,926 |
The transition fee and renewables fee, which are collected from end users by PGE Dystrybucja S.A. and PGE Górnictwo i Energetyka Konwencjonalna S.A. and then passed on to the Transmission System Operator("TSO"), constitute a sort of fee collected from electricity end users, which is why in accordance with IFRS 15 should not be treated as revenue. From the beginning of 2018, these fees are recognised on a net basis. The renewablesfee for 2018 iszero.
For gas distribution and transmission services, PGE Obrótserves as agent and therefore has no influence over the key parameters of the services - this is governed by existing regulations concerning terms for the distribution of gas fuel. PGE Obrót is not responsible for failure to perform, orincorrect performance, of framework agreementsto provide gasfuel distribution and transmission services. It also does not bear the risk of storing inventories prior to this service being provided to the client. It has no influence over the prices of distribution and transmission services. Given the above, in accordance with IFRS 15, revenue and costs related to distribution and transmission services are recognised in net valuesfrom the beginning of 2018.
The Group decided not to apply early any other standards, interpretations or amendments that were published but are not yet effective.
In the consolidated financial statements as at December 31, 2017, the Group changed the way in which it presents CO2 emission allowances for captive use. In previous financial statements, these allowances were fully presented as short-term, whereas in the financialstatements as at December 31, 2017, they are split into short-term and long-term. According to the Group's management, this amended presentation will more correctly reflect the nature of thisitem.
In the reporting period, the Group decided to change the way in which it presents employee benefits concerning accrued leave, bonuses and similar from the item "provisions" to the item "other non-financial liabilities." According to the Group, this method of presentation better meetsthe requirements of IFRS 19 Employee Benefits.
PGE Group restated its comparative data presented in the statement of financial position. The restatement is presented in the table below. Information presented in notesto these financialstatements was also restated accordingly.
| As at March 31, 2017 |
Change in presentation |
As at March 31, 2017 |
|
|---|---|---|---|
| NON-CURRENT ASSETS, including: | published data | restated data | |
| CO2 emission allowances for captive use | - | 1,218 | 1,218 |
| TOTAL NON-CURRENT ASSETS | 53,933 | 1,218 | 55,151 |
| CURRENT ASSETS, including: | |||
| CO2 emission allowances for captive use | 2,411 | (1,218) | 1,193 |
| Assets classified as held for sale | 12 | (12) | - |
| TOTAL CURRENT ASSETS | 13,387 | (1,230) | 12,157 |
| ASSETS CLASSIFIED AS HELD FOR SALE | - | 12 | 12 |
| TOTAL ASSETS | 67,320 | - | 67,320 |
| CURRENT LIABILITIES, including: | |||
| Current provisions | 2,500 | (370) | 2,130 |
| Other non-financial liabilities | 1,065 | 370 | 1,435 |
| TOTAL CURRENT LIABILITIES | 6,815 | - | 6,815 |
| TOTAL EQUITY AND LIABILITIES | 67,320 | - | 67,320 |
| As at March 31, 2017 published data |
Change in presentation |
As at March 31, 2017 restated data |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Adjustments for: | |||
| Change in liabilities, excluding loans and borrowings | (409) | 30 | (379) |
| Change in provisions | 352 | (30) | 322 |
| NET CASH FROM OPERATING ACTIVITIES | 1,637 | - | 1,637 |
| As at December 31, 2017 published data |
Change in presentation |
As at December 31, 2017 restated data |
|
| NON-CURRENT LIABILITIES, including: | |||
| Non-current provisions | 5,666 | (15) | 5,651 |
| TOTAL NON-CURRENT LIABILITIES | 16,773 | (15) | 16,758 |
| CURRENT LIABILITIES, including: |
Current provisions 2,404 (413) 1,991 Other non-financial liabilities 1,305 428 1,733 TOTAL CURRENT LIABILITIES 8,980 15 8,995 TOTAL EQUITY AND LIABILITIES 72,106 - 72,106
The principles for valuation of inventories, derivatives, shares and instruments not quoted on active markets, for which fair value may not be determined reliably, are the same as presented in the financialstatementsforthe year ended December 31, 2017.
The Group measures derivatives at fair value using valuation models for financial instruments based on publicly available exchange rates, interest rates, discount curves in particular currencies (applicable also for commodities which prices are denominated in these currencies) derived from active markets. The fair value of derivatives is determined based on discounted future cash flows from transactions, calculated on the difference between the forward rate and transaction price. Forward exchange rates are not modelled as separate risk factor, but are derived from the spotrate and appropriate forward interestrate forforeign currenciesin relation to PLN.
| As at March 31, 2018 | As at December 31, 2017 | |||
|---|---|---|---|---|
| FAIR VALUE HIERARCHY | Level 1 | Level 2 | Level 1 | Level 2 |
| Currency forwards | - | 4 | - | 2 |
| Commodity forwards | - | - | - | 14 |
| Commodity SWAP | - | 18 | - | 64 |
| Contracts for purchase/sale of coal | - | 44 | - | 9 |
| CCIRS valuation | - | 51 | - | 44 |
| IRS valuation | - | 62 | - | 98 |
| Options | - | 22 | - | 24 |
| Fund participation units | - | 50 | - | 50 |
| Financial assets | - | 251 | - | 305 |
| Currency forwards | - | 72 | - | 82 |
| Commodity SWAP | - | 4 | - | 7 |
| Contracts for purchase/sale of coal | - | - | - | 20 |
| IRS valuation | - | 20 | - | 15 |
| Financial liabilities | - | 96 | - | 124 |
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.
PGE Group companies 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 forthe period between 10 and 50 years. PGE Group's key concessions 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 its concessions concerning electricity and heat the Group incurs annual charges dependent on the level of turnover, whereasfor conducting licensed extraction of lignite the exploitation charges as well asfees forthe use of mining are borne. The exploitation charges depend on the currentrate and the volume of the extraction.
PGE Group presents information on operating segments in the current and comparative reporting period in accordance with IFRS 8 Operating Segments. PGE Group'segment reporting is based on the following businesssegments:
Organisation and management of 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, inter-segment transactions are disclosed as if they were concluded with third parties – under market conditions. When analysing the results of particular business segments the management of PGE Group draws attention primarily to EBITDA reached.
In November 2017, PGE Group acquired EDF's assets in Poland. These assets are assigned to business segments, as seen in note 1.3 to these financial statements. Segment results for the first quarter of 2017 do not include the assets acquired from EDF. The results of these acquired assets are the most visible in the Conventional Generation segment, as presented in chapter 4 of the Management Board report on operations.
Main factors affecting the demand for electricity and heat are: weather conditions – air temperature, wind force, rainfall, socioeconomic factors – number of energy consumers, energy carriers prices, growth of GDP and technological factors – advances in technology, product manufacturing technology. Each of these factors has an impact on technical and economic conditions of production, distribution and transmission of energy carriers, thusinfluence the results obtained by PGE Group.
The level of electricity sales is variable throughout a year and depends especially on weather conditions - air temperature, length of the day. Growth in electricity demand is particularly evident in winter periods, while lower demands are observed during the summer months. Moreover, seasonal changes are evident among selected groups of end users. Seasonality effects are more significant for householdsthan forthe industrialsector.
In the Renewables segment, electricity is generated from natural resources such as water, wind and sun. Weather conditions are an important factor affecting electricity generation in thissegment.
Sales of heat depend in particular on air temperature and are higherin winter and lowerin summer.
| Conventional Generation |
Renewables | Supply | Distribution | Other activity |
Adjustments | Total | |
|---|---|---|---|---|---|---|---|
| STATEMENT OF PROFIT OR LOSS | |||||||
| Sales revenues from external customers | 2,680 | 134 | 2,782 | 1,489 | 48 | 4 | 7,137 |
| Inter-segment sales | 1,964 | 78 | 868 | 27 | 96 | (3,033) | - |
| TOTAL SEGMENT REVENUE | 4,644 | 212 | 3,650 | 1,516 | 144 | (3,029) | 7,137 |
| Cost of goods sold | (3,526) | (153) | (3,129) | (1,124) | (126) | 2,829 | (5,229) |
| EBIT *) | 765 | 50 | 182 | 346 | (5) | (23) | 1,315 |
| Net financial income / (expenses) | (101) | ||||||
| Share of profit/(loss) of entities | 11 | ||||||
| accounted for using the equity method | |||||||
| PROFIT BEFORE TAX | 1,225 | ||||||
| Income tax | (239) | ||||||
| NET PROFIT FOR THE REPORTING PERIOD |
986 | ||||||
| Depreciation, amortisation, disposal and | 523 | 64 | 7 | 292 | 22 | (9) | 899 |
| impairment allowances | |||||||
| recognised in profit or loss | |||||||
| EBITDA **) | 1,288 | 114 | 189 | 638 | 17 | (32) | 2,214 |
| ASSETS AND LIABILITIES | , | , | , | , | , | , | , |
| Segment assets excluding trade receivables |
43,178 | 3,200 | 1,181 | 17,041 | 602 | (820) | 64,382 |
| Trade receivables | 1,413 | 87 | 3,059 | 856 | 92 | (2,500) | 3,007 |
| Shares accounted for using the equity | 698 | ||||||
| method | |||||||
| Unallocated assets | 4,100 | ||||||
| TOTAL ASSETS | 72,187 | ||||||
| Segment liabilities excluding trade | 8,843 | 346 | 1,311 | 1,571 | 129 | (416) | 11,784 |
| payables | |||||||
| Trade payables | 1,200 | 32 | 2,090 | 252 | 34 | (2,386) | 1,222 |
| Unallocated liabilities | 11,588 | ||||||
| TOTAL LIABILITIES | 24,594 | ||||||
| OTHER INFORMATION ON BUSINESS SEGMENT |
|||||||
| Capital expenditures | 596 | 15 | 2 | 226 | 41 | (25) | 855 |
| Impairment allowances on financial and | |||||||
| non-financial assets | 51 | - | 13 | 7 | - | - | 71 |
| Other non-monetary expenses ***) | 388 | 1 | 200 | (61) | 4 | - | 532 |
*) EBIT = operating profit (loss)
**) EBITDA = EBIT + depreciation, amortisation, disposal and impairment losses (PPE, IA, goodwill) that are recognised 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 recognised in profit or loss and other comprehensive income.
| Conventional Generation |
Renewables | Supply | Distribution | Other activity |
Adjustments | Total | |
|---|---|---|---|---|---|---|---|
| STATEMENT OF PROFIT OR LOSS | |||||||
| Sales revenues from external customers | 1,344 | 160 | 3,562 | 566 | 101 | 8 | 5,741 |
| Inter-segment sales | 1,820 | 32 | 391 | 1,077 | 71 | (3,391) | - |
| TOTAL SEGMENT REVENUE | 3,164 | 192 | 3,953 | 1,643 | 172 | (3,383) | 5,741 |
| Cost of goods sold | (2,380) | (148) | (3,391) | (1,250) | (163) | 3,183 | (4,149) |
| EBIT *) | 630 | 25 | 237 | 326 | (21) | 4 | 1,201 |
| Net financial income / (expenses) | (63) | ||||||
| Share of profit/(loss) of entities | 9 | ||||||
| accounted for using the equity method | |||||||
| PROFIT BEFORE TAX | 1,147 | ||||||
| Income tax | (184) | ||||||
| NET PROFIT FOR THE REPORTING | 963 | ||||||
| PERIOD Depreciation, amortisation, disposal and |
|||||||
| impairment allowances | 362 | 66 | 6 | 292 | 33 | (12) | 747 |
| recognised in profit or loss | |||||||
| EBITDA **) | 992 | 91 | 243 | 618 | 12 | (8) | 1,948 |
| ASSETS AND LIABILITIES | |||||||
| Segment assets excluding trade | |||||||
| receivables | 36,274 | 3,521 | 1,016 | 16,540 | 541 | (783) | 57,109 |
| Trade receivables | 827 | 110 | 2,553 | 792 | 50 | (1,830) | 2,502 |
| Shares accounted for using the equity | 550 | ||||||
| method | |||||||
| Unallocated assets | 7,159 | ||||||
| TOTAL ASSETS | 67,320 | ||||||
| Segment liabilities excluding trade payables |
8,394 | 350 | 1,089 | 1,744 | 76 | 142 | 11,795 |
| Trade payables | 552 | 26 | 1,761 | 237 | 13 | (1,792) | 797 |
| Unallocated liabilities | 11,028 | ||||||
| TOTAL LIABILITIES | 23,620 | ||||||
| OTHER INFORMATION ON BUSINESS | |||||||
| SEGMENT | |||||||
| Capital expenditures | 788 | 12 | 3 | 263 | 33 | (11) | 1,088 |
| Impairment allowances on financial and | 83 | - | 4 | 4 | - | - | 91 |
| non-financial assets | |||||||
| Other non-monetary expenses ***) | 495 | 8 | 216 | 31 | 8 | - | 758 |
*) EBIT = operating profit (loss)
**) EBITDA = EBIT + depreciation, amortisation, disposal and impairment losses (PPE, IA, goodwill) that are recognised 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 recognised in profit or loss and other comprehensive income.
| Period ended | Period ended | |
|---|---|---|
| March 31, 2018 | March 31, 2017 | |
| SALES REVENUES | ||
| Revenue from sale of goods and products with taxes and fees | 7,344 | 5,743 |
| Taxes and fees collected on behalf of third parties | (282) | (125) |
| Revenue from sale of goods and products, including: | 7,062 | 5,618 |
| Sale of electricity | 3,802 | 3,221 |
| Sale of distribution services | 1,443 | 1,574 |
| Sale of heat | 852 | 285 |
| Sale of energy origin rights | 206 | 158 |
| Regulatory system services | 153 | 147 |
| Sale of gas | 242 | 146 |
| Sale of fuel | 245 | - |
| Other sales of goods and materials | 119 | 87 |
| Revenue from sale of services | 61 | 123 |
| Revenues from LTC compensations | 14 | - |
| TOTAL SALES REVENUES | 7,137 | 5,741 |
The increase in sales in the period ended March 31, 2018, compared to the same period in the previous year, resulted mainly from the recognition of revenue generated by EDF Group's companiesin Poland acquired in 2017.
The acquired assets had the largest impact on growth in revenue from the sale of electricity, district heating, fuels and energy origin rights.
| Period ended | Period ended | |
|---|---|---|
| March 31, 2018 | March 31, 2017 | |
| COSTS BY NATURE | ||
| Depreciation, amortisation, disposal and impairment losses | 923 | 778 |
| Materials and energy | 1,369 | 758 |
| External services | 574 | 671 |
| Taxes and fees | 927 | 863 |
| Employee benefits expenses | 1,236 | 1,098 |
| Other costs by nature | 66 | 53 |
| TOTAL COST BY NATURE | 5,095 | 4,221 |
| Change in inventories | (6) | (18) |
| Cost of products and services for the entity's own needs | (243) | (190) |
| Distribution and selling expenses | (363) | (304) |
| General and administrative expenses | (256) | (176) |
| Cost of goods and materials sold | 1,002 | 616 |
| COST OF GOODS SOLD | 5,229 | 4,149 |
The increase in consumption of materials and energy in the period ended March 31, 2018, compared to the same period in the previous year, results from an increase in the cost of fuel for production purposes. The largest impact on this change in the cost of fuel came from hard coal- and gas-fired assets acquired from EDF.
The following presents depreciation, amortisation, disposals and impairment losses of property, plant and equipment, intangible assets in the statement of comprehensive income.
| Period ended | Depreciation, amortisation, disposal | Impairment | ||||
|---|---|---|---|---|---|---|
| March 31, 2018 | Property, plant and equipment |
Intangible assets |
TOTAL | Property, plant and equipment |
Intangible assets |
TOTAL |
| Cost of goods sold | 814 | 23 | 837 | 43 | - | 43 |
| Distribution and selling expenses | 3 | 1 | 4 | - | - | - |
| General and administrative expenses | 8 | 7 | 15 | - | - | - |
| Recognised in profit or loss | 825 | 31 | 856 | 43 | - | 43 |
| Cost of products and services for the entity's own needs |
24 | - | 24 | - | - | - |
| TOTAL | 849 | 31 | 880 | 43 | - | 43 |
| Other operating income | - | - | - | (1) | - | (1) |
| Depreciation, amortisation, disposal | Impairment | |||||
| Period ended March 31, 2017 |
Property, plant and equipment |
Intangible assets |
TOTAL | Property, plant and equipment |
Intangible assets |
TOTAL |
| Cost of goods sold | 707 | 21 | 728 | 7 | - | 7 |
| Distribution and selling expenses | 3 | 1 | 4 | - | - | - |
| General and administrative expenses | 5 | 3 | 8 | - | - | - |
| Recognised in profit or loss | 715 | 25 | 740 | 7 | - | 7 |
| Cost of products and services for the entity's own needs |
31 | - | 31 | - | - | - |
| Period ended | Period ended | |
|---|---|---|
| March 31, 2018 | March 31, 2017 | |
| OTHER OPERATING INCOME | ||
| Penalties, fines and compensations received | 34 | 13 |
| Reversal of other provisions | 12 | 15 |
| Reversal of impairment losses on receivables | 7 | 3 |
| Surpluses / asset disclosures | 7 | - |
| Grants received | 4 | 7 |
| Tax refund | 4 | 1 |
| Property, plant and equipment and intangible assets received free of charge | 3 | 3 |
| Income from illegal energy consumption | 2 | 2 |
| Sale of property, plant and equipment and intangible assets | 1 | 1 |
| Compensation for legal proceedings' costs | 1 | 1 |
| Adjustment of income from LTC compensations | - | 75 |
| Other | 13 | 11 |
| TOTAL OTHER OPERATING INCOME | 88 | 132 |
| Period ended | Period ended | |
| March 31, 2018 | March 31, 2017 | |
| OTHER OPERATING EXPENSES | ||
| Recognition of impairment losses | 29 | 9 |
| Recognition of other provisions | 6 | 7 |
| Damage / failure removal | 6 | 4 |
| Re-invoicing | 4 | - |
| Effect of change in rehabilitation provision | 2 | - |
| Liquidation of property, plant and equipment and intangible assets related to | ||
| other activities | 2 | 1 |
| Donations granted | 1 | 8 |
| Compensation | 1 | 5 |
| Legal proceedings' costs | 1 | 2 |
| Other | 10 | 7 |
| TOTAL OTHER OPERATING EXPENSES | 62 | 43 |
The additional notes constitute an integral part ofthe consolidated financialstatements.
| Period ended March 31, 2018 |
Period ended March 31, 2017 |
|
|---|---|---|
| FINANCIAL INCOME FROM FINANCIAL INSTRUMENTS | ||
| Interest | 13 | 26 |
| Revaluation of financial instruments | 1 | 54 |
| Foreign exchange gains | - | 32 |
| FINANCIAL INCOME FROM FINANCIAL INSTRUMENTS | 14 | 112 |
| OTHER FINANCIAL INCOME | ||
| Interest on statutory receivables | 1 | 1 |
| Other | - | 1 |
| OTHER FINANCIAL INCOME | 1 | 2 |
| TOTAL FINANCIAL INCOME | 15 | 114 |
The Group recognisesinterest income mainly on cash and receivables.
| Period ended | Period ended | |
|---|---|---|
| March 31, 2018 | March 31, 2017 | |
| FINANCIAL EXPENSES RELATED TO FINANCIAL INSTRUMENTS | ||
| Interest | 48 | 34 |
| Revaluation of financial instruments | 14 | 4 |
| Loss on disposal of investment | 1 | 92 |
| Impairment loss | 1 | 2 |
| Foreign exchange losses | 1 | 2 |
| FINANCIAL EXPENSES RELATED TO FINANCIAL INSTRUMENTS | 65 | 134 |
| OTHER FINANCIAL EXPENSES | ||
| Interest expenses, including unwinding of discount | 45 | 42 |
| Provisions created | 3 | - |
| Other | 3 | 1 |
| OTHER FINANCIAL EXPENSES | 51 | 43 |
| TOTAL FINANCIAL EXPENSES | 116 | 177 |
Interest costs mainly relate to bonds issued and credit and loans taken out. Interest cost (discount unwinding) on non-financial items relates mainly to rehabilitation provisions and employee benefit provisions.
| Polska Grupa Górnicza |
Polimex Mostostal |
ElectroMobility Poland |
PEC Bogatynia | |
|---|---|---|---|---|
| SHARE IN VOTES | 15.32% | 16.48% | 25.00% | 34.93% |
| PERIOD ENDED MARCH 31, 2018 | ||||
| Revenue | 2,380 | 262 | - | 5 |
| Result on continuing operations | 153 | 32 | (2) | 1 |
| Share of profit of entities accounted for using the equity method |
23 | 5 | - | - |
| Elimination of unrealised transactions | (17) | - | - | - |
| SHARE OF PROFIT OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD |
6 | 5 | - | - |
| PolskaGrupa Górnicza |
Polimex Mostostal |
ElectroMobility Poland |
PEC Bogatynia | |
|---|---|---|---|---|
| SHARE INVOTES | 17.14% | 16.48% | 25.00% | 34.93% |
| PERIODENDEDMARCH 31, 2017 | ||||
| Revenue | 1,633 | 545 | - | 5 |
| Result on continuing operations | 56 | 16 | - | 1 |
| Share of profit of entities accounted for using the equity method |
10 | 3 | - | - |
| Elimination of unrealised transactions | (4) | - | - | - |
| SHAREOF PROFITOF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD |
6 | 3 | - | - |
The Group made a consolidation adjustment related to margin on sale of coal between PGG and the Group.
| Period ended | Period ended | |
|---|---|---|
| March 31, 2018 | March 31, 2017 | |
| IMPAIRMENT LOSSES ON PROPERTY, PLANT AND EQUIPMENT | ||
| Recognition of impairment | 43 | 7 |
| Reversal of impairment loss | 1 | - |
| IMPAIRMENT LOSSES ON INVENTORY | ||
| Recognition of impairment | 3 | 3 |
| Reversal of impairment loss | 1 | 1 |
The main elements of the tax burden forthe period ended March 31, 2018 and March 31, 2017, were asfollows:
| Period ended | Period ended | |
|---|---|---|
| March 31, 2018 | March 31, 2017 | |
| INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS | ||
| Current income tax | 221 | 138 |
| Adjustments concerning current income tax from prior years | 5 | 1 |
| Deferred income tax | 13 | 45 |
| INCOME TAX EXPENSE RECOGNISED IN STATEMENT OF PROFIT OR LOSS | 239 | 184 |
| INCOME TAX EXPENSE RECOGNISED IN OTHER COMPREHENSIVE INCOME | ||
| From measurement of hedging instruments | (8) | (7) |
| Tax benefit recognised in other comprehensive income | (8) | (7) |
Adjustments related to the settlement of income tax from previous years concern mainly invoicing of sales for the previous year in the first quarter of the present year. In the previous period, sales were recognised on the basis of estimates, with income tax being recognised on this basis.
In the present period, PGE Group purchased property, plant and equipment and intangible assets worth PLN 855 million. The largest expenditures were incurred in the Conventional Generation segment (PLN 596 million) and the Distribution segment (PLN 226 million). The key expenditures items were as follows: construction of units 5-6 at Elektrownia Opole (PLN 166 million), construction of unit 11 at Elektrownia Turów (PLN 72 million), construction of thermal processing installation with energy recovery at Elektrociepłownia Rzeszów (PLN 31 million).
As at March 31, 2018, PGE Group committed to incur capital expenditures on property, plant and equipment of approximately PLN 7,405 million. These amounts relate mainly to construction of new power units, modernisation of Group's assets and purchase of machinery and equipment.
| As at | As at | |
|---|---|---|
| March 31, 2018 | December 31, 2017 | |
| restated data | ||
| Conventional energy | 5,922 | 4,755 |
| Distribution | 1,243 | 1,005 |
| Renewables | 56 | 67 |
| Supply | 1 | 1 |
| Other activity | 183 | 171 |
| TOTAL FUTURE INVESTMENT COMMITMENTS | 7,405 | 5,999 |
The mostsignificant future investment commitments concern:
| As at | As at | |
|---|---|---|
| March 31, 2018 | December 31, 2017 | |
| Polska Grupa Górnicza S.A. | 587 | 533 |
| Polimex Mostostal S.A. | 96 | 91 |
| ElectroMobility Poland S.A. | 7 | 2 |
| PEC Bogatynia Sp. z o.o. | 8 | 8 |
| EQUITY-ACCOUNTED INVESTMENTS | 698 | 634 |
| Polska Grupa Polimex Mostostal Górnicza |
ElectroMobility Poland |
PEC Bogatynia | ||
|---|---|---|---|---|
| SHARE IN VOTES | 15.32% | 16.48% 25.00% |
34.93% | |
| As at March 31, 2018 | ||||
| Current assets | 2,314 | 1,454 | 26 | 5 |
| Non-current assets | 9,068 | 711 | - | 22 |
| Current liabilities | 3,324 | 885 | - | 3 |
| Non-current liabilities | 4,230 | 793 | - | - |
| NET ASSETS | 3,828 | 487 | 26 | 24 |
| Share in net assets | 586 | 80 | 7 | 8 |
| Goodwill | 1 | 16 | - | - |
| EQUITY-ACCOUNTED INVESTMENTS | 587 | 96 | 7 | 8 |
| Polska Grupa Górnicza |
Polimex Mostostal | PEC Bogatynia | |||
|---|---|---|---|---|---|
| SHARE IN VOTES | 15.76% | 16.48% 25.00% |
34.93% | ||
| As at December 31, 2017 | |||||
| Current assets | 1,876 | 1,586 | 7 | 4 | |
| Non-current assets | 9,074 | 654 | - | 22 | |
| Current liabilities | 3,409 | 974 | - | 3 | |
| Non-current liabilities | 4,167 | 810 | - | 1 | |
| NET ASSETS | 3,374 | 456 | 7 | 22 | |
| Share in net assets | 532 | 75 | 2 | 8 | |
| Goodwill | 1 | 16 | - | - | |
| EQUITY-ACCOUNTED INVESTMENTS | 533 | 91 | 2 | 8 |
| As at | As at | |
|---|---|---|
| March 31, 2018 | December 31, 2017 | |
| Difference between tax value and carrying amount of property, plant and | 2,404 | 2,403 |
| equipment | ||
| Difference between tax value and carrying amount of financial assets | 37 | 48 |
| Difference between tax value and carrying amount of financial liabilities | 273 | 268 |
| Difference between tax value and carrying amount of inventories | 18 | 17 |
| LTC compensations | 48 | 48 |
| Rehabilitation provision | 558 | 548 |
| Provision for purchase of CO2 emission allowances | 344 | 276 |
| Provisions for employee benefits | 583 | 571 |
| Other provisions | 149 | 122 |
| Energy infrastructure acquired free of charge and connection payments received | 36 | 111 |
| Other | 36 | 38 |
| DEFERRED TAX ASSETS | 4,486 | 4,450 |
| As at | As at | |
|---|---|---|
| March 31, 2018 | December 31, 2017 | |
| Difference between tax value and carrying amount of property, plant and equipment |
4,266 | 4,188 |
| Difference between tax value and carrying amount of energy origin units | 50 | 46 |
| Difference between tax value and carrying amount of financial assets | 386 | 382 |
| Difference between tax value and carrying amount of financial liabilities | 97 | 92 |
| CO2 emission allowances | 287 | 274 |
| LTC compensations | 34 | 34 |
| Other | 41 | 33 |
| DEFERRED TAX LIABILITIES | 5,161 | 5,049 |
| AFTER OFF-SET OF THE ASSET AND THE LIABILITY IN PARTICULAR COMPANIES THE GROUP'S DEFERRED TAX IS PRESENTED AS: | ||
| Deferred tax assets | 594 | 651 |
| Deferred tax liabilities | (1,269) | (1,250) |
CO2 emission rights (EUA) are received power generating units belonging to the PGE Group, which are covered with the Act dated June 12, 2015 on a scheme for greenhouse gas emission allowance trading. Starting from 2013, only part of emission rightsfor production of heat will be granted unconditionally, while for production of electricity there is, as a rule, lack of free of charge EUA. Pursuant to art. 10c of Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community, the derogation is possible providing the realization of investment tasks included in National Investment Plan, which allow to reduce CO2 emission. The condition under which free of charge CO2 emission rights can be obtained is presentation of factual-financialstatementsfrom realization of tasksincluded in National Investment Plan.
In September 2017, PGE Group submitted another report on investments included in the National Investment Plan in order to obtain CO2 EUA allocations related to electricity generated in 2017. These allowances were issued in April 2018 and were used to cover CO2 emissionsfor 2017 (15 million EUAs).
As regards EUA allowances for CO2 emissions related to district heating produced, the allocation schedule is different – EUAs were issued in February 2018 intended to cover CO2 emissionsfor 2018 (2million EUAs).
| As at March 31, 2018 | As at December 31, 2017 | ||||
|---|---|---|---|---|---|
| EUA | Long-term | Short-term | Long-term | Short-term | |
| Quantity (Mg million) | 20 | 46 | 18 | 44 | |
| Value | 449 | 1,061 | 402 | 1,040 | |
| EUA | Quantity (Mg million) |
Value | |||
| AS AT JANUARY 1, 2017 | 85 | 2,349 | |||
| Purchase of new subsidiaries | - | 2 | |||
| Purchase | 12 | 247 | |||
| Granted free of charge | 21 | - | |||
| Redemption | (56) | (1,156) | |||
| AS AT DECEMBER 31, 2017 | 62 | 1,442 | |||
| Purchase | 2 | 68 | |||
| Granted free of charge | 2 | - | |||
| AS AT MARCH 31, 2018 | 66 | 1,510 |
The carrying amount of financial assets measured at amortised cost is a reasonable estimate of theirfair value.
| As at March 31, 2018 | As at December 31, 2017 | ||||
|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | ||
| Trade receivables | - | 3,007 | - | 3,159 | |
| Bank deposits | 158 | 6 | 148 | 6 | |
| Security deposits and collateral | 2 | 396 | - | 95 | |
| LTC compensations | - | 21 | - | 10 | |
| Other financial receivables | 8 | 231 | 10 | 252 | |
| TOTAL FINANCIAL RECEIVABLES | 168 | 3,661 | 158 | 3,522 |
The item 'security, deposits and collateral' concerns mainly security and transaction-related deposits and the guarantee fund.
The value of otherfinancialreceivables consists mainly of compensation for damages and disputed receivables described in note 20.4 of these financialstatements.
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 | As at | |
|---|---|---|
| March 31, 2018 | December 31, 2017 | |
| Cash on hand and cash at bank | 1,040 | 1,309 |
| Overnight deposits | 387 | 34 |
| Short-term deposits | 929 | 1,209 |
| TOTAL | 2,356 | 2,552 |
| Interest accrued on cash, not received at the reporting date | - | - |
| Exchange differences on cash in foreign currencies | (2) | (1) |
| Cash and cash equivalents presented in the statement of cash flows | 2,354 | 2,551 |
| Undrawn borrowing facilities | 5,687 | 6,740 |
| including overdraft facilities | 1,149 | 2,174 |
A detailed description of credit agreementsis presented in note 18.1 ofthese financialstatements.
Restricted cash amounting to PLN 38 million (PLN 92 million in the comparative period) concerns funds that constitute collateral for settlements with Izba Rozliczeniowa Giełd Towarowych S.A. (Warsaw Commodity Clearing House).
| As at March 31, 2018 | As at December 31, 2017 | |||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE | ||||
| Currency forwards | 4 | 68 | 1 | 49 |
| Commodity forwards | - | - | 14 | - |
| Commodity SWAP | 18 | 4 | 64 | 7 |
| Contracts for purchase/sale of coal | 44 | - | 9 | 20 |
| IRS transactions | - | 10 | - | 10 |
| Options | 22 | - | 24 | - |
| HEDGING DERIVATIVES | ||||
| CCIRS hedges | 51 | - | 44 | - |
| IRS hedges | 62 | 10 | 98 | 5 |
| Currency forwards | - | 4 | 1 | 33 |
| OTHER ASSETS CARRIED AT FAIR VALUE THROUGH | ||||
| PROFIT OR LOSS | ||||
| Investment fund participation units | 50 | - | 50 | - |
| TOTAL DERIVATIVES | 251 | 96 | 305 | 124 |
| current | 65 | 75 | 83 | 106 |
| non-current | 186 | 21 | 222 | 18 |
Commodity and currency forward transactions mainly relate to trade in CO2 emission allowances and coalsales.
On January 20, 2017 PGE S.A. purchased a call option to purchase shares of Polimex-Mostostal S.A. from Towarzystwo Finansowe Silesia Sp.z o.o. The option was valued using the Black-Scholes method. The option exercise dates are: July 30, 2020, July 30, 2021 and July 30, 2022.
In the current period, PGE Paliwa sp.z o.o. in orderto secure commodity risk related to the price of imported coal executed a number of transactionsto hedge thisrisk using commodity swapsfor coal. The number and value of these transactionsis correlated to the quantity and value of imported coal. Changesin fair value are recognised in profit orloss.
PGE Paliwa sp. z o.o. measures all of its sales and purchase contracts with physical delivery of coal at fair value using the trader-broker model. As at the reporting date, the company held contractsthat would be performed on March 31, 2019.
In the present reporting period, PGE S.A. executed an IRS transaction to hedge interest rates on a credit facility with a nominal value of PLN 500 million. To recognise thisIRS transaction, the Company uses hedge accounting.
In 2016, PGE S.A. executed IRS transactionsto hedge interest rates on credit facilities with a total nominal value of PLN 4,630 million. To recognise these IRS transactions, the Company uses hedge accounting.
The impact of hedge accounting on equity is presented in note 16.2 to these financialstatements.
In 2014, PGE S.A. concluded 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 the fair value of IRS transactions are fully recognised in profit orloss.
In 2003, Elektrownia Turów S.A. (currently a branch of PGE Górnictwo i Energetyka Konwencjonalna S.A.) concluded an IRS hedge transactions - swap. This transaction hedges variable interest rates (USD LIBOR 6m) on an investment credit of USD 80 million taken from Nordic Investment Bank to finance investments in Turów power plant. Changes in the fair value of IRS transactions are fully recognised in profit orloss.
In connection with loans received from PGE Sweden AB (publ), PGE S.A. concluded CCIRS transactions, hedging both the exchange rate and interest rate. In these transactions, banks - counterparties 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, a relevant part of the CCIRS transaction is treated as a hedge of bondsissued by PGE Sweden AB (publ).
To recognise these CCIRS transactions, the Group uses hedge accounting. The impact of hedge accounting on equity is presented in note 16.2 to these financialstatements.
The basic assumption of the Group's policy regarding equity management is to maintain an optimal equity structure over the long term perspective in order to assure a good financial standing and secure equity structure ratios that would support the operating activity of 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 | As at | |
|---|---|---|
| March 31, 2018 | December 31, 2017 | |
| 1 470 576 500 Series A ordinary Shares with a nominal value of PLN 10.25 each | 15,073 | 15,073 |
| 259 513 500 Series B ordinary Shares with a nominal value of PLN 10.25 each | 2,660 | 2,660 |
| 73 228 888 Series C ordinary Shares with a nominal value of PLN 10.25 each | 751 | 751 |
| 66 441 941 Series D ordinary Shares with a nominal value of PLN 10.25 each | 681 | 681 |
| TOTAL SHARE CAPITAL | 19,165 | 19,165 |
All of the Company'sshares are paid up.
After the reporting date and until the date of preparation of the foregoing financial statements there were no changes in the value of the Company'sshare capital.
The Company is a part of the PGE Polska Grupa Energetyczna S.A. Group, to which State Treasury holdsspecialrights.
Special rights of the State Treasury that are applicable to PGE Group entities derive from the Act of March 18, 2010 on special rights of the Minister of Energy and their performance in certain companies and groups operating in the electricity, oil and gaseousfuelssectors (Official Journal from 2016, item 2012). The aforesaid Act specifies the particular rights entitled to the Minister of Energy related to companies and groups operating in the electricity, oil and gaseous fuels sectors whose property was disclosed within the register of buildings, installations, equipment and servicesincluded in critical infrastructure.
Based on this act the Minister of Energy hasthe right to object to any resolution orlegal action of the Management Board thatrelatesto the ability to dispose of a part of Company's property, which may result in threat to functioning, continuity of operations and integrity of critical infrastructure. The objection can also be expressed against any resolution adopted thatrelatesto:
if the enforcement of such a resolution would result in an actual threat to functioning, continuity of operations and integrity of the critical infrastructure. The objection is expressed in the form of an administrative decision.
| Period ended | Year ended | |
|---|---|---|
| March 31, 2018 | December 31, 2017 | |
| AS AT JANUARY 1 | 83 | 147 |
| Change in hedging reserve | (44) | (79) |
| Measurement of hedging instruments, including: | (45) | (74) |
| Deferral of changes in fair value of hedging financial instruments in the part considered as effective hedge |
(30) | (242) |
| Accrued interest on derivatives transferred from hedging reserve and recognised in interest expense |
10 | (4) |
| Currency revaluation of CCIRS transaction transferred from hedging reserve and recognised in the result on foreign exchange differences |
(25) | 167 |
| Ineffective portion of change in fair value of hedging derivatives recognised in profit or loss |
- | 5 |
| Measurement of other financial assets | 1 | (5) |
| Deferred tax | 8 | 15 |
| HEDGING RESERVE INCLUDING DEFERRED TAX | 47 | 83 |
Hedging reserve includes mainly valuation of hedging instrumentsto which cash flow hedge accounting is applied.
On May 11, 2017 the Company's Management Board decided to change its dividend policy. In light of the need to finance an ambitious growth programme and with a view towards reducing debt growth, the Company's Management Board recommended the suspension of dividendsfrom profit for years 2016, 2017 and 2018.
After this period, the Company's Management Board intends to recommend to the General Meeting dividend payments to shareholders amounting to 40-50% of consolidated net profit attributable to the parent's shareholders, adjusted for impairment of tangible and intangible assets.
The carrying amount of provisionsis asfollows:
| As at March 31, 2018 | As at December 31, 2017 | |||
|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |
| Employee benefits | 2,311 | 240 | 2,301 | 229 |
| Rehabilitation provision | 3,138 | 3 | 3,082 | 4 |
| Provision for shortage of CO2 emission allowances | 114 | 1,695 | 112 | 1,341 |
| Provision for energy origin units held for redemption | - | 513 | - | 340 |
| Provision for non-contractual use of the property | 65 | 11 | 72 | 11 |
| Other provisions | 92 | 61 | 84 | 66 |
| TOTAL PROVISIONS | 5,720 | 2,523 | 5,651 | 1,991 |
| Employee benefits |
Rehabilitation provision |
Provision for shortage of CO2 emission allowances |
Provisions for energy origin rights held for redemption |
Provision for non contractual use of property |
Other | Total | |
|---|---|---|---|---|---|---|---|
| January 1, 2018 | 2,530 | 3,086 | 1,453 | 340 | 83 | 150 | 7,642 |
| Current service costs | 17 | - | - | - | - | - | 17 |
| Interest costs | 21 | 24 | - | - | - | - | 45 |
| Benefits paid / Provisions used | (31) | - | - | (29) | - | (4) | (64) |
| Provisions reversed | - | - | - | - | (12) | (1) | (13) |
| Provisions recognised - costs | 1 | 10 | 356 | 202 | 5 | 8 | 582 |
| Provisions recognised - expenditures |
- | 20 | - | - | - | - | 20 |
| Inclusion of companies in consolidation |
10 | - | - | - | - | 6 | 16 |
| Other changes | 3 | 1 | - | - | - | (6) | (2) |
| March 31, 2018 | 2,551 | 3,141 | 1,809 | 513 | 76 | 153 | 8,243 |
| Employee benefits |
Rehabilitation provision |
Provision for shortage of CO2 emission |
Provisions for energy origin rights held for |
Provision for non contractual use |
Other | Total | |
|---|---|---|---|---|---|---|---|
| restated data | allowances | redemption | of property | ||||
| JANUARY 1, 2017 | 2,359 | 2,670 | 1,154 | 416 | 103 | 142 | 6,844 |
| Actuarial gains and losses | 148 | - | - | - | - | - | 148 |
| Current service costs | 65 | - | - | - | - | - | 65 |
| Past service costs | (8) | - | - | - | - | - | (8) |
| Interest costs | 82 | 89 | - | - | - | - | 171 |
| Discount rate and other assumptions adjustment |
24 | 65 | - | - | - | - | 89 |
| Benefits paid / Provisions used | (160) | - | (1,156) | (864) | (1) | (15) | (2,196) |
| Provisions reversed | (1) | (2) | - | (12) | (28) | (31) | (74) |
| Provisions recognised - costs | 1 | 82 | 1,205 | 759 | 8 | 38 | 2,093 |
| Provisions recognised - expenditures |
- | 70 | - | - | - | - | 70 |
| Purchase of new subsidiaries | 22 | 27 | 250 | 41 | - | 18 | 358 |
| Change in PGE Group | (1) | - | - | - | - | (3) | (4) |
| Other changes | (1) | 85 | - | - | 1 | 1 | 86 |
| DECEMBER 31, 2017 | 2,530 | 3,086 | 1,453 | 340 | 83 | 150 | 7,642 |
PGE Group companiesrecognise provisionsfor:
After the completion of the lignite mining, the area of the surface mines belonging to PGE Group will be rehabilitated. According to the current plans, costs will be incurred in the years 2023 - 2069 (in case of PGE Górnictwo i Energetyka Konwencjonalna S.A. Branch Bełchatów Lignite Mine) and in the years 2045-2087 (in case of PGE Górnictwo i Energetyka Konwencjonalna S.A. Branch Turów Lignite Mine).
PGE Group creates provision for rehabilitation of post-exploitation mining properties. The amount of the provision recognised 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 March 31, 2018 amounted to PLN 2,742million and as at December 31, 2017 to PLN 2,693 million.
PGE Group power generating units raise provisions for rehabilitation of ash storages. The value of the provision as at March 31, 2018 amounted to PLN 180million and as at December 31, 2017 to PLN 175million.
Companies that own wind farms create provisions for rehabilitation of post-construction grounds of wind farms. The value of the provision as at March 31, 2018 and as at December 31, 2017 amounted to PLN 53 million.
The obligation to liquidate assets and rehabilitate the area results from the "Integrated permission for running electric energy and heat energy producing installation" in which the restitution of the area was specified. As at the reporting date, the value of the provision amounts to PLN 166 million (PLN 165 million as at December 31, 2017) and refers to some assets of the Conventional Generation and Renewablessegments.
The provision for deficit of CO2 emission allowances is created by PGE Group entities for the shortfall of CO2 emission allowances obtained free of charge. As described in note 13 of these financial statements PGE Group is entitled to receive CO2 emissions rights granted free of charge in connection to expenditures concerning investments included in National Investment Plan. The calculation of the provision includes also these rights.
Companies within PGE Group create provision for energy origin rights related to sale realised during the reporting period or in prior reporting periods, in the amount of non-depreciated part until the reporting date. The total value of provision as at March 31, 2018 amounted to PLN 513million (PLN 340 million in the comparative period) and was created mainly by PGE Obrót S.A.
PGE Group companies recognise a provision for damages related to a non-contractual use of property. This issue mainly relates to distribution company, which owns distribution networks. As at the reporting date the provision amounted to approximately PLN 76 million (of which 38 million relate to litigations). In the comparative period the value of the provision amounted to PLN 83 million (of which PLN 38 million related to litigations).
Other provisions comprise mainly provisions raised for claims relating to real estate tax of PLN 82 million (PLN 81 million in the prior year).
The value of financial assets and liabilities measured at amortised cost is a rational approximation of their fair value, except for bonds issued by PGE Sweden AB (publ).
Bonds issued by PGE Sweden AB (publ) are based on a fixed interest rate. Their amortised cost presented in these financial statements as at March 31, 2018 amounted to EUR 646 million and their estimated fair value amounted to EUR 668 million. The indicators used in the valuation belong to Level 2 of fair value hierarchy.
| As at March 31, 2018 | As at December 31, 2017 | |||
|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |
| Loans and borrowings | 5,765 | 568 | 5,788 | 570 |
| Bonds issued | 2,668 | 1,058 | 2,632 | 1,051 |
| Lease | 2 | 3 | 2 | 2 |
| TOTAL LOANS, BORROWINGS, BONDS AND LEASE | 8,435 | 1,629 | 8,422 | 1,623 |
Loans and borrowings
Among loans and borrowings presented above as at March 31, 2018, PGE Group presents mainly the following facilities:
The revolving part of the credit facility, up to PLN 1,870 million, is available but unused by the Group.
On October 27, 2015, PGE S.A. concluded two loan agreements with the European Investment Bank for the total amount of nearly PLN 2 billion. The amount of PLN 1.5 billion, obtained on the basis of the first of the two agreements, will be used for projectsrelating to the modernisation and development of distribution grid. The funds from the second agreement, i.e. the remaining PLN 490 million, will be used to finance and refinance the construction of cogeneration units Gorzów CHP and Rzeszów CHP. The European Investment Bank loans will be available for disbursement over a period of up to 22 monthsfrom the date ofsigning of the agreements. The fundsshall be repaid within 15 yearsfrom the date of the last tranche. As at March 31, 2018, the Company did not use these credit lines.
Furthermore, on June 7, 2017, PGE S.A. executed a PLN 500 million credit agreement with the European Bank for Reconstruction and Development. The funds raised will be intended to finance selected investment tasksrelated to the modernisation and development of distribution grids. The credit availability term is 36 months from signing and the credit facility should be repaid by June 7, 2028. As of March 31, 2018,the credit facility was not used.
Moreover, the Group recognisesloansfrom environmental funds amounting to a total of PLN 452 million.
As at March 31, 2018, the value ofthe available overdrafts atsignificant PGE Group companies was PLN 1,149 million.
The Group hasthe ability to finance its own operationsthrough two bond issue programs:
| As at March 31, 2018 | As at December 31, 2017 | |||
|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |
| Trade liabilities | - | 1,222 | - | 1,650 |
| Purchase of property, plant and equipment and intangible assets |
2 | 505 | - | 1,418 |
| Security deposits received | 20 | 69 | 22 | 87 |
| Liabilities related to LTC | 331 | - | 332 | - |
| Insurance | 12 | - | 17 | |
| Other | 22 | 74 | 25 | 59 |
| TRADE AND OTHER FINANCIAL LIABILITIES | 375 | 1,882 | 379 | 3,231 |
| As at March 31, 2018 | As at December 31, 2017 | |
|---|---|---|
| restated data | ||
| Fee for use of environment | 127 | 234 |
| VAT liabilities | 387 | 126 |
| Excise duty liabilities | 124 | 128 |
| Payroll liabilities | 166 | 257 |
| Bonuses for employees | 165 | 222 |
| Unused leave | 175 | 139 |
| Liabilities due to Voluntary Leave Programme | 15 | 49 |
| Estimates regarding liabilities for other employee benefits | 56 | 39 |
| Personal income tax | 56 | 85 |
| Social insurance liabilities | 210 | 246 |
| Advances for deliveries | 179 | 147 |
| Other | 107 | 53 |
| OTHER CURRENT NON-FINANCIAL LIABILITIES, TOTAL | 1,767 | 1,733 |
Fees for use of the environment mainly concern fees for water consumption and gas emissions at conventional power plants as well as exploitation fees paid by lignite mines.
The "Other" item largely covers contributions to the Employee Retirement Programme, State Fund for Rehabilitation of Disabled People and withholdings from employee wages.
| As at | As at | |
|---|---|---|
| March 31, 2018 | December 31, 2017 | |
| Contingent return of grants from environmental funds | 993 | 753 |
| Legal claims | 216 | 188 |
| Bank guarantee liabilities | 209 | 223 |
| Contractual fines and penalties | 12 | 12 |
| Employees' claims | 1 | 2 |
| Other contingent liabilities | 89 | 74 |
| CONTINGENT LIABILITIES, TOTAL | 1,520 | 1,252 |
The liabilities represent the value of possible future reimbursements of funds received by 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 is mainly related to the dispute with WorleyParsons. WorleyParsons made a claim for payment of PLN 59 million due to the claimant 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 was included in a request for payment of PLN 92 million related to termination of the agreement, that was filed by WorleyParsons on March 13, 2015. Through a letter of March 24, 2017, WorleyParsons expanded its claim from PLN 59 million to PLN 104 million (i.e. by PLN 45 million). On March 31, 2018, the company responded to an expanded lawsuit by WorleyParsons. The Group does not accept the claim and regardsits possible admission by the court as unlikely.
In October 2017, PGE Energia Odnawialna S.A. and PGE Energia Natury sp. z o.o. (currently acquired by PGE Energia Odnawialna S.A.) received lawsuits in which Energa Obrót S.A. demand the annulment of a legal relation that were to arise as a result of the execution of an agreement to sell property rights resulting from electricity origin certificates at FW Kisielice in 2009, FW Koniecwałd (Malbork) and FW Galicja (a wind farm owned by PGE Energia Natury sp. z o.o.). Energa Obrót S.A.'s demands in all of the lawsuits are based on the accusation that executive (agreements to sell specific property rights) were executed in a way that circumvented the Public Procurement Law. Alternatively, if the Agreement is considered as an agreement on award of a public procurement, Energa Obrót S.A. was claiming absolute invalidity of the Agreements due to them being executed in a way that circumvented the Public Procurement Law. In November 2017, PGE companies filed responses to the lawsuits, in which they indicated that the accusations made by Energa-Obrót S.A. are groundless.
These proceedings are in progress. In the cases involving FW Koniecwałd (Malbork) and FW Galicja, the Court referred the parties for mediation. In the FW Kisielice case, on April 2015 2018 the first hearing was held, in which the Court, at the request of both of the parties, referred the partiesfor mediation for a period of three months and deferred the hearing to November 14, 2018.
In addition, through motions filed in September 2017, Energa Obrót S.A. summoned PGE Energia Odnawialna S.A. and PGE Energia Natury sp. z o.o. (currently acquired by PGE Energia Odnawialna S.A.) for amicable resolution of disputes for the payment of claims totalling PLN 71 million concerning considerations paid on the basis of invalid contracts from 2009. No agreement was reached during meetings held in November and December 2017. In connection with this, the PLN 71 million claim is presented as a contingent liability. The Group does not accept the claim and regardsits possible admission by the court as unlikely.
Claiming invalidity of the 2009 contracts, Energa Obrót S.A. refused to purchase property rights resulting from the production of renewable electricity at FW Kisielice, FW Koniecwałd (Malbork) and FW Galicja, which constituted a breach of the contracts and resulted in contractual penalties of PLN 24 million being imposed (recognised as revenue in 2017 of PLN 16 million and PLN 8 million in the present period). In the case of refusal to pay these contractual penalties, PGE Energia Odnawialna S.A. intends to seek their payment in court proceedings. On April 25, 2018, during the first hearing, PGE Energia Odnawialna S.A. filed a counterclaim for payment of the principal amount together with statutory late interest for contractual penalties imposed in connection with Energa Obrót S.A.'s failure to perform the contract related to FW Kisielice. Having referred the parties for mediation, the Court did not set a deadline for Energa Obrót S.A. to respond to the counterclaim.
Estimated volume of the green certificates covered by the contracts with Energa Obrót S.A. amountsto 836 000 MWh. This volume was calculated based on the volume of production in the period from July 2017 (FW Koniecwałd/Malbork) or from August 2017 (other farms) to the end of the expected support periodsfor each of the farms.
These liabilities for the most part present bank guarantees provided as collateral for stock market transactions resulting from membership in the Stock Exchange Clearinghouse. As at March 31, 2018, the total amount of bank guarantees was PLN 205 million (PLN 215 million in the comparative period).
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 lessthan almost PLN 8 million until the end of 2018. Failure to realise investmentsincluded in the agreement willresult in claimsrelating to contractual fines and penalties by the Municipality of Gryfino.
Other contingent liabilities comprise the value of potential claim from WorleyParsons of PLN 33 million, which was described above, as well as PLN 47 million related to risk of additional costsrelated to PGE Group's debt financing programmes.
As described in note 17.5 of these financial statements, PGE Group recognises provision for disputes under court proceedings, concerning non-contractual use of properties for distribution activities. In addition, in PGE Group, there are disputes at an earlier stage of proceedings and it cannot be excluded that the number and value ofsimilar disputes will grow in the future.
According to the concluded agreements on the purchase of fuels(mainly coal and gas), 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. 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 PGE Group's opinion, the terms and conditions of fuel deliveries to its power generating units as described above do not differ from terms and conditions of fuel deliveriesto other power generating units on the Polish market.
As at the reporting date, PGE Group held PLN 17 million in contingent receivables related to non-balancing of purchase and sale of energy on the domestic market (PLN 10 million in the comparative period).
Former shareholders of PGE Górnictwo i Energetyka S.A. are presenting to the courts motions to summon PGE S.A. to a conciliation hearing concerning payment of compensation for incorrect (in their opinion) determination of the exchange ratio of shares of PGE Górnictwo i Energetyka S.A. into shares of PGE S.A. during a consolidation process that took place in 2010. The total value of claims resulting from summons to a conciliation hearing directed by the former shareholders of PGE Górnictwo i Energetyka S.A. amounts to over PLN 10million.
Regardless of the above, on November 12, 2014 Socrates Investment S.A. (an entity which purchased claims from former PGE Górnictwo i Energetyka S.A. shareholders) filed a lawsuit to impose a compensation in the total amount of over PLN 493 million (plusinterest) for damagesincurred in respect of incorrect (in their opinion) determination of the exchange ratio ofsharesin the merger of PGE Górnictwo i Energetyka S.A. and PGE S.A. The Company filed a response to the lawsuit. Currently the proceedings before the court of first instance are in progress.
Moreover, a similar claim was raised by Pozwy sp. z o.o., a buyer of claims from the former shareholders of PGE Elektrownia Opole S.A. Through a lawsuit filed at the District Court in Warsaw against PGE GiEK S.A., PGE S.A. and PwC Polska sp. z o.o. ("Defendants"), Pozwy sp.z o.o. demanded from the Defendants, in solidum, or jointly damagesfor Pozwy sp.z o.o. totalling over PLN 260 million with interest for allegedly incorrect (in its opinion) determination of exchange ratio for PGE Elektrownia Opole S.A. shares for PGE Górnictwo i Energetyka Konwencjonalna S.A. shares in a merger of these companies. This lawsuit was delivered to PGE S.A. on March 9, 2017, and the deadline for responding to it was set by the court as July 9, 2017. The following companies: PGE S.A. and PGE GiEK S.A. submitted a response to the claim and the lawsuit is currently being proceeded in the first instance.
PGE Group companies do not recognise the claims being raised by Socrates Investment S.A., Pozwy sp. z o.o. and other shareholders requesting conciliatory settlements. According to PGE S.A., these claims are groundless and the entire consolidation process was conducted fairly and properly. The value of the shares, which were subject to the process of consolidation (merger), was established by an independent company PwC Polska sp. z o.o. Additionally, merger plans of the companies mentioned above, including the exchange ratios were examined for accuracy and reliability by an expert appointed by the registration court; no irregularities were found. Then, the courtregistered the mergers of the companies mentioned above.
PGE Group has notrecognised a provision forthis claim.
On March 15, 2017, PGE S.A. received a copy of a lawsuit filed to the District Court of Warsaw by one of itsshareholders. In the lawsuit, the shareholder is seeking for annulment of resolution 4 of the Company's Extraordinary General Meeting held on September 5, 2016. The Company filed a response to the lawsuit.
Having examined the shareholder's claim at a closed-door hearing on October 11, 2017, the District Court in Warsaw ruled to refer the case for mediation.
PGE S.A. decided not to agree to mediation. On March 15, 2018, the District Court in Warsaw issued a judgment dismissing the shareholder's claim in its entirety. The court decision is not final.
In October 2016 and November 2016 PGE Górnictwo i Energetyka Konwencjonalna S.A., PGE Energia Odnawialna S.A. and PGE Energia Natury PEW sp. z o.o. received from Enea S.A. termination of long-term contracts for purchase of renewable energy origin rights, so called "green certificates". In its justification, Enea S.A. claimed that the companies significantly breached the provisions of these contracts, i.e. failed to re-negotiate contractual provisionsin accordance with the adaptive clause, asrequested by Enea S.A. in July 2015 in connection with an alleged change in legalregulations having impact on performance of these contracts.
In the opinion of PGE Group, the notices of termination of contracts presented by Enea S.A. were filled in with a violation of terms of the agreements. The companies took appropriate steps to enforce their rights. With Enea S.A. refusing to perform long-term contracts to purchase property rights resulting from certificates of origin received by PGE Group companies in connection with the production of renewable energy, PGE Górnictwo i Energetyka Konwencjonalna S.A. and PGE Energia Natury PEW sp.z o.o. have demanded from Enea S.A. payment of contractual penalties, while PGE Energia Odnawialna S.A. has demanded payment of compensation for damages. If these requests are refused, the companies intend to seek payment in court. In a lawsuit regarding payment instigated by PGE Energia Natury PEW sp.z o.o., the District Court in Poznań, 9th Commercial Division ruled fully in favour and issued a payment demand in a writof-payment proceeding. The payment demand became invalid once Enea submitted an appeal. The proceeding is in progress. The next hearing isscheduled for September 2018.
Due to the fact that according to PGE Group declarations on termination of the agreements presented by Enea S.A. were submitted in breach of contractual terms, as at December 31, 2017 the Group recognised contractual penalty and compensation receivables of PLN 128 million. Asthe same time, green certificate stock that wasinitially measured at valuesresulting from the agreements were revalued to market prices. According to PGE Group companies, based on available legal analysis, a favourable resolution in the above disputes is more probable then a negative resolution.
Estimated volume of the green certificates covered by the contracts with Enea S.A. amounts to approximately 2,662,000 MWh. The above amount was calculated for the period from the date the contracts were terminated to the end of the expected initial term of the contracts.
In addition, PGE Górnictwo i Energetyka Konwencjonalna S.A., PGE Energia Odnawialna S.A. and PGE Energia Natury PEW sp.z o.o. filed lawsuits against Enea S.A. for the payment of receivables totalling PLN 47 million concerning invoices issued to Enea S.A. for the sale of property rights based on these contracts. Enea S.A. refused to pay these receivables, claiming that they were offset by receivablesfrom the Group's companies related to compensation for alleged damages arising as a result of the companies' failure to re-negotiate the contracts. According to Group companies, such offsets are groundless because Enea S.A.'s receivables concerning the payment of compensation never arose and there are no grounds for acknowledging Enea S.A.'s claim that the companies breached contractual provisions. The proceedings are in progress. The next hearings are scheduled for September 2018.
Tax obligations and rights are specified in the Constitution of the Republic of Poland, tax regulations and rectified 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 taxesin 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 business entities, 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 must also be mentioned. These include socialsecurity charges.
Basic tax rates were as follows in 2018: corporate income tax rate – 19%, for smaller enterprises a 15% rate is possible; basic value added tax rate – 23%, reduced: 8%, 5%, 0%, furthermore some goods and products are subject to a VAT tax exemption.
The tax system in Poland is characterized by a significant changeability of tax regulations, their high complexity, high potential fees for commitment of a tax crime or violation. Tax settlements and other activity areas are conditioned by regulations (customs or currency controls) and can be subject to controls of respective authorities that are entitled to issue fines and penalties with penalty interest. Controls may covertax settlementsforthe period of 5 years afterthe end of calendar yearin which the tax was due.
An agreement for a tax group named PGK PGE 2015, for which PGE S.A. is the representative, was signed on September 18, 2014, for a period of 25 years.
Companies included in the tax group must meet a number of requirements covering: appropriate level of equity, parent's stake in PGK companies of at least 75%, lack of capital ties between subsidiaries, no tax arrears, share in total revenue of at least 2% (counted at tax group level), and execution of transactions with related parties from outside the tax group only on market terms. Violating these requirements would mean the dissolution of the tax group and loss of its taxpayer status. When the tax group is dissolved, each of its member companies becomes an individual payer of corporate income tax.
As a result of changesin legislation,starting from 2018 taxpayer revenue is divided into two sources: economic (operating) activities and capital gains. This means that each source of revenues will be settled separately and that companies may not offset losses incurred in one source using revenue from the othersource. The capital gainssource includes: dividends, income obtained as a result of mergers of de-mergers, in-kind contributions, share disposals, disposal of debt claims, income from property rights (authors' rights, licences) and income from securities.
According to existing estimates, the introduction of two income sourcesshould notsubstantially affect the PGE Group'stax burden.
Starting from July 1, 2018, a VAT split payment mechanism will be introduced. This solution is intended to seal off the tax system by separating VAT amounts from bank transfers being made by buyers of products and services and directing these to sellers' dedicated VAT accounts. Funds collected in these VAT accounts may only be used for VAT settlements concerning invoices received and VAT settlements with the tax office. Using split VAT payments will not be the buyer'sright butrather an obligation.
Funds collected at the VAT account will constitute restricted cash. Given the above, the introduction of a split payment mechanism might increase net debt and the net debt to EBITDA ratio. At the date on which these financialstatements were prepared, there was no set practice as to how cash in VAT accounts will be taken into account when calculating debt ratios that are presented to financing institutions. PGE Group intends to effectively use the funds received from counterparties in VAT accounts to pay its liabilities that contain VAT. The level of fundsin these VAT accounts will depend mainly on how many of PGE Group's counterparties decide to use this mechanism and the relation between receivables and liabilities payment dates. According to the Group's estimates, the average level of cash in VAT accounts might be in the range of PLN 100-200million.
In connection with an incorrect implementation of EU regulationsin the Polish legal system, PGE GiEK S.A. in 2009 initiated proceedings regarding reimbursement of improperly paid excise tax for the period January 2006 - February 2009. The irregularity consisted of taxing electricity at the firststage ofsale, i.e. by producers, whereassalesto end usersshould have been taxed.
Examining the company's complaints with regard to the restitution claims against decisionsissued by tax authoritiesrefusing to confirm overpayment of excise tax, administrative courts ruled that the company did not bear the economic burden of the improperly calculated excise tax (which in the context of the resolution by the Supreme Administrative Court of June 22, 2011, file no. I GPS 1/11, precludes the return of overpaid amounts). According to the Supreme Administrative Court, the claims that the company sought, especially using economic analyses, are of an offsetting nature and therefore may be sought only in civil courts. Given the above, PGE GiEK S.A. decided to withdraw from the proceedings as regards restitution claims. Currently, the issue of overpaid excise tax is in civil courts and the intention isto reach a settlement with the State Treasury asregardsrestitution claims.
Given the significant uncertainty over the final ruling in this issue, the Group does not recognise in its financial statements any effects related to potential compensation in civil courtsin connection with the improperly paid excise tax.
Considering pending disputes, PGE Group established at the reporting date the provision for property tax in the amount of PLN 82 million. The provision relates mainly to tax proceedings with regard 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.
PGE Group's transactions with related parties are concluded based on market prices for provided goods, products and services or the cost of manufacture.
The total value of transactions with such entitiesis presented in the table below.
| Period ended | Period ended | |
|---|---|---|
| March 31, 2018 | March 31, 2017 | |
| Sales to associates and jointly controlled entities | 6 | 3 |
| Purchases from associates and jointly controlled entities |
393 | 413 |
| As at | As at | |
| March 31, 2018 | December 31, 2017 | |
| Trade receivables from associates and jointly controlled entities | 8 | 9 |
| Trade liabilities to associates and jointly controlled entities | 138 | 180 |
The above turnover and balancestake into account transactions with Polska Grupa Górnicza S.A. and Polimex-Mostostal S.A.
The State Treasury isthe dominantshareholder 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. PGE Group entities identify in detail transactions with approximately 40 of the biggest State Treasury subsidiaries.
The total value of transactions with such entitiesis presented in the table below:
| Period ended | Period ended | |
|---|---|---|
| March 31, 2018 | March 31, 2017 | |
| Sales to related parties | 463 | 556 |
| Purchases from related parties | 1,209 | 1,046 |
| As at | As at | |
| March 31, 2018 | December 31, 2017 | |
| Trade receivables from related parties | 199 | 280 |
The largest transactions with companies where the State Treasury holds a stake concern Polskie Sieci Elektroenergetyczne S.A., Enea S.A., Energa Obrót S.A., Zakłady Azotowe PUŁAWY S.A., Polskie Górnictwo Naftowe i Gazownictwo S.A., PKN Orlen S.A., and the purchase of coal from Jastrzębska Spółka Węglowa S.A., Katowicki Holding Węglowy S.A. (in the comparative period) and Węglokoks S.A.
Moreover, 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 salestransacted through this entity are notrecognised astransactions with related parties.
The key management includesthe Management Boards and Supervisory Boards of the parent company and significant Group entities.
| Period ended | Period ended | |
|---|---|---|
| PLN 000s | March 31, 2018 | March 31, 2017 |
| Short-term employee benefits (salaries and salary related costs) | 9,371 | 9,750 |
| Post-employment benefits | 612 | 854 |
| TOTAL REMUNERATION OF KEY MANAGEMENT PERSONNEL | 9,983 | 10,604 |
| Remuneration of key management personnel of entities of non-core operations | 5,071 | 3,830 |
| TOTAL REMUNERATION OF KEY MANAGEMENT PERSONNEL | 15,054 | 14,434 |
| Period ended | Period ended | |
|---|---|---|
| PLN 000s | March 31, 2018 | March 31, 2017 |
| Management Board of the parent company | 2,027 | 2,322 |
| including post-employment benefits | - | 20 |
| Supervisory Board of the parent company | 165 | 215 |
| Management Boards – subsidiaries | 7,157 | 7,359 |
| Supervisory Boards – subsidiaries | 634 | 708 |
| TOTAL | 9,983 | 10,604 |
| Remuneration of key management personnel of entities of non-core operations | 5,071 | 3,830 |
| TOTAL REMUNERATION OF KEY MANAGEMENT PERSONNEL | 15,054 | 14,434 |
Until June 30, 2017, members of the management boards of PGE Group companies were employed on the basis of civil contracts and employment contracts. From the end of June 2017, PGE Group companies (direct and indirect subsidiaries) apply a rule according to which management board members are employed on the basis of managementservices contracts, taking into account the provisions of the Act of June 9, 2016, concerning remuneration for persons managing certain companies (Polish Journal of Laws of 2017, 2190, i.e. of November 28, 2017). In establishing remuneration for members of management and supervisory bodies, the scale of the company's activitiesistaken into account, especially the size of its assets, revenue and personnel.
Increase in remuneration for the management of companies in the other activities segment in the period ended March 31, 2018, compared to the same period last year, resulted mainly from consolidation of entitiessubject to control as a result of the acquisition of EDF's assets.
The above remuneration isincluded in other costs by nature disclosed in note 6.2 Costs by nature and function.
In the first quarter of 2018 and until the date on which these consolidated financial statements were published, no such events took place.
| Period ended | Period ended | |
|---|---|---|
| March 31, 2018 | March 31, 2017 | |
| (unaudited) | (unaudited) | |
| STATEMENT OF PROFIT OR LOSS | ||
| SALES REVENUES | 2,717 | 2,400 |
| Cost of goods sold | (2,512) | (2,196) |
| GROSS PROFIT ON SALES | 205 | 204 |
| Distribution and selling expenses | (5) | (5) |
| General and administrative expenses | (49) | (35) |
| Other operating income | 1 | - |
| Other operating expenses | (1) | (7) |
| OPERATING PROFIT | 151 | 157 |
| Financial income | 88 | 135 |
| Financial expenses | (106) | (143) |
| PROFIT BEFORE TAX | 133 | 149 |
| Current income tax | (15) | 29 |
| Deferred income tax | (9) | (3) |
| NET PROFIT FOR THE REPORTING PERIOD | 109 | 175 |
| OTHER COMPREHENSIVE INCOME | ||
| Items that may be reclassified to profit or loss: | - | - |
| Valuation of hedging instruments | (49) | (38) |
| Deferred tax | 9 | 7 |
| OTHER COMPREHENSIVE INCOME FOR THE REPORTING PERIOD, NET | (40) | (31) |
| TOTAL COMPREHENSIVE INCOME | 69 | 144 |
| EARNINGS AND DILUTED EARNINGS PER SHARE (IN PLN) | 0.06 | 0.09 |
| As at | As at | As at | |
|---|---|---|---|
| March 31, 2018 | December 31, 2017 | March 31, 2017 | |
| (unaudited) | (audited) restated data |
(unaudited) restated data |
|
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 174 | 176 | 182 |
| Intangible assets | 2 | 3 | 4 |
| Financial receivables | 11,876 | 11,840 | 9,453 |
| Derivatives and other assets measured at fair value through profit | 185 | 216 | 239 |
| or loss | |||
| Shares in subsidiaries | 32,542 | 32,568 | 29,287 |
| Shares in other related parties | 89 | 84 | 87 |
| 44,868 | 44,887 | 39,252 | |
| CURRENT ASSETS | |||
| Inventories | 3 | 2 | 39 |
| Trade and other receivables | 2,732 | 2,636 | 1,577 |
| Derivatives | 24 | 54 | - |
| Other current assets | 129 | 220 | 96 |
| Income tax receivables | - | - | 19 |
| Cash and cash equivalents | 1,690 | 1,832 | 4,104 |
| 4,578 | 4,744 | 5,835 | |
| TOTAL ASSETS | 49,446 | 49,631 | 45,087 |
| EQUITY | |||
| Share capital | 19,165 | 19,165 | 19,165 |
| Reserve capital | 15,328 | 15,328 | 13,730 |
| Hedging reserve | 71 | 110 | 118 |
| Retained earnings | 4,650 | 4,541 | 1,770 |
| 39,214 | 39,144 | 34,783 | |
| NON-CURRENT LIABILITIES | |||
| Non-current provisions | 20 | 20 | 22 |
| Loans, borrowings, bonds | 7,734 | 7,714 | 8,722 |
| Derivatives | 10 | 5 | 31 |
| Deferred tax liabilities | 13 | 13 | 29 |
| Other liabilities | 21 | 23 | - |
| 7,798 | 7,775 | 8,804 | |
| CURRENT LIABILITIES | |||
| Current provisions | 2 | 2 | 6 |
| Loans, borrowings, bonds, cash pooling | 1,570 | 1,764 | 834 |
| Derivatives | 25 | 27 | - |
| Trade and other liabilities | 670 | 682 | 582 |
| Income tax liabilities | 125 | 176 | - |
| Other non-financial liabilities | 42 | 61 | 78 |
| 2,434 | 2,712 | 1,500 | |
| TOTAL LIABILITIES | 10,232 | 10,487 | 10,304 |
| TOTAL EQUITY AND LIABILITIES | 49,446 | 49,631 | 45,087 |
* The restatement of comparative data is described in note 24.1 to these financial statements.
| Share capital | Reserve capital | Hedging reserve |
Retained earnings |
Total equity | |
|---|---|---|---|---|---|
| AS AT JANUARY 1, 2017 | 19,165 | 13,730 | 149 | 1,594 | 34,638 |
| Net profit for the reporting period | - | - | - | 4,544 | 4,544 |
| Other comprehensive income | - | - | (39) | - | (39) |
| COMPREHENSIVE INCOME FOR THE PERIOD | - | - | (39) | 4,544 | 4,505 |
| Retained earnings distribution | - | 1,598 | - | (1,598) | - |
| Other changes | - | - | - | 1 | 1 |
| AS AT DECEMBER 31, 2017 | 19,165 | 15,328 | 110 | 4,541 | 39,144 |
| Net profit for the reporting period | - | - | - | 109 | 109 |
| Other comprehensive income | - | - | (40) | - | (40) |
| COMPREHENSIVE INCOME FOR THE PERIOD | - | - | (40) | 109 | 69 |
| Retained earnings distribution | - | - | - | - | - |
| Other changes | - | - | 1 | - | 1 |
| AS AT MARCH 31, 2018 | 19,165 | 15,328 | 71 | 4,650 | 39,214 |
| Share capital | Reserve capital | Hedging reserve |
Retained earnings |
Total equity | |
| AS AT JANUARY 1, 2017 | 19,165 | 13,730 | 149 | 1,594 | 34,638 |
| Net profit for the reporting period | - | - | - | 175 | 175 |
| Other comprehensive income | - | - | (31) | - | (31) |
| COMPREHENSIVE INCOME FOR THE PERIOD | - | - | (31) | 175 | 144 |
| Other changes | - | - | - | 1 | 1 |
| AS AT MARCH 31, 2017 | 19,165 | 13,730 | 118 | 1,770 | 34,783 |
| Period ended | Period ended | |
|---|---|---|
| March 31, 2018 | March 31, 2017 | |
| (unaudited) | (unaudited) restated data |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before tax | 133 | 149 |
| Income tax paid | 11 | (121) |
| Adjustments for: | ||
| Depreciation, amortisation and impairment losses | 3 | 4 |
| Interest and dividend, net | (7) | 4 |
| Profit / loss on investing activities | 30 | 17 |
| Change in receivables | (88) | (114) |
| Change in inventories | (1) | 37 |
| Change in liabilities, excluding loans and borrowings | (8) | 376 |
| Change in other non-financial assets | 20 | 28 |
| Change in provisions | - | - |
| Other | - | |
| NET CASH FROM OPERATING ACTIVITIES | 93 | 380 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of property, plant and equipment and intangible assets | (1) | (1) |
| Acquisition of bonds issued by PGE Group companies | (195) | (550) |
| Purchase of other financial assets | (5) | (88) |
| Deposits with maturity over 3 months | - | (50) |
| Release of deposits with maturity over 3 months | - | 2,340 |
| Loans granted / (repayment) under cash pooling agreement | (368) | 211 |
| Repayment of loans | 797 | - |
| Origination of other loans | (419) | (25) |
| Interest received | 20 | 12 |
| NET CASH FROM INVESTING ACTIVITIES | (171) | 1 849 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Interest paid | (63) | (62) |
| Other | (2) | (1) |
| NET CASH FROM FINANCING ACTIVITIES | (65) | (63) |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (143) | 2,166 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD | 1,831 | 1,930 |
| CASH AND CASH EQUIVALENTS AT THE END OF PERIOD | 1,688 | 4,096 |
* The restatement of comparative data is described in note 24.1 to these financial statements.
The new standards and interpretations that went into force on January 1, 2018, as described in detail in note 3 to these financial statements, had no impact on the Company's separate financial statements.
In the present period, the Group decided to change the way in which it presents employee benefits concerning unused leave, bonuses and similar from the item "provisions" to the item "other non-financial liabilities."
The Company restated its comparative data presented in the statement of financial position. The restatement is presented in the table below.
| As at March 31, 2017 published data |
Change in presentation |
As at March 31, 2017 restated data |
|
|---|---|---|---|
| CURRENT LIABILITIES, including: | |||
| Current provisions | 35 | (29) | 6 |
| Other non-financial liabilities | 49 | 29 | 78 |
| TOTAL CURRENT LIABILITIES | 1,500 | - | 1,500 |
| TOTAL EQUITY AND LIABILITIES | 45,087 | - | 45,807 |
| As at March 31, 2017 |
Change in presentation |
As at March 31, 2017 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Adjustments: | |||
| Change in liabilities, excluding loans and borrowings | 372 | 4 | 376 |
| Change in provisions | 4 | (4) | - |
| NET CASH FROM OPERATING ACTIVITIES | 93 | - | 93 |
| As at March 31, 2017 published data |
Change in presentation |
As at March 31, 2017 restated data |
|
| CURRENT LIABILITIES, including: | |||
| Current provisions | 33 | (31) | 2 |
| Other non-financial liabilities | 30 | 31 | 61 |
| TOTAL CURRENT LIABILITIES | 2,712 | - | 2,712 |
| TOTAL EQUITY AND LIABILITIES | 49,631 | - | 49,631 |
These consolidated financial statements, containing quarterly separate financial information, were approved for publication by the Management Board on May 15, 2018.
Warsaw, May 15, 2018
Signatures of members of the Management Board of PGE Polska Grupa Energetyczna S.A.
| President of the | |
|---|---|
| Management Board | Henryk Baranowski |
| Vice-President of the | |
| Management Board | Wojciech Kowalczyk |
| Vice-President of the | |
| Management Board | Marek Pastuszko |
| Vice-President of the | |
| Management Board | Paweł Śliwa |
| Vice-President of the | |
| Management Board | Ryszard Wasiłek |
| Vice-President of the | |
| Management Board | Emil Wojtowicz |
Signature of person responsible for drafting these financialstatements
Michał Skiba - Director, Reporting and Tax Department
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