notes to the <strong>EDP</strong> consolidated - Energias de Portugal, and company S.A. financial statementsNotes to for the the Consolidated years and ended Company 31 december Financial Statements 2012 and 2011for the years ended 31 December 2012 and 2011Goodwill impairment test analysis – <strong>EDP</strong> GroupThe recoverable amount of the goodwill in subsidiaries is assessed annually, as at 30 September, independently of the existence of any indicators of impairment.Impairment losses are recognised in the income statement. The recoverable amount is determined based on the value in use of the assets, calculated using valuationmethodologies supported by discounted cash flow techniques, considering market conditions, the time value of money and the business risks.The recoverable amount testing is performed for each cash flow generating unit, identified in each country where <strong>EDP</strong> Group develops its activities/operations,namely: HC Energia (including Naturgás) - Generation, Distribution & supply of electricity and Distribution & supply of gas; <strong>EDP</strong> Renováveis Europe – Wind generation; <strong>EDP</strong> Renováveis North America and Brasil - Wind generation; <strong>EDP</strong> Brasil - Generation, Distribution, and supply.Therefore, for the purposes of these tests, the <strong>EDP</strong> Group has defined a set of assumptions to determine the recoverable amount of the main investments of the Group.Goodwill impairment test analysis – HC Energia Group (including Naturgás)The discount rates after taxes used by the Group in the impairment test analysis range between 6.77% and 7.47% (2011: between 6.3% and 7.2% respectively).Regarding to generation business the future cash flow projection corresponds to the remaining useful life of the respective assets (power plans). In the electricity andgas transmission business the cash flow projection period considered was five years added by a growth rate, since long-term contracts exists. Remaining businessesestimated curves prices for the reference periods.The main assumptions on which impairment tests are based are as follows:- In the generation business, the estimated energy produced by the power plants: consider the best estimate of future market demand and total installed capacity;- Prices of electricity, gas and coal were defined considering the market expectations regarding future price curves and considering the regulation in force. Contractedprices for future long term purchases were also used;- Investment costs: the best available estimates of the future investments were used in order to guarantee a regular use of existing assets, as well as the estimatesthat resulted from legislative changes;- Operating costs: Operating costs were projected consistent with the company’s experience and internal models;- The growth rates used to make projections for the electricity and gas generation and supply assets is zero. However, for the electricity and gas distribution businessis used 1% of the growth rate. These growth rates are based on the market growth and inflation expectations;- In the regulated business, namely distribution of electricity and gas, officially approved asset remuneration was used, considering the regulated mechanisms for theannual remuneration updates;- Discount rate: the discount rates used reflect <strong>EDP</strong> Group’s best estimate regarding the specific risks associated to each CGU.The Group has performed a series of sensitivity analyses to the results of impairment tests in some key variables, such as (i) pool price; (ii) cost of fuel (iii) discount rates;and (iv) trade energy. The sensitivity analysis results show that (i) a 5% decrease on the pool price or in trade energy ; or (ii) a 5% increase in the fuel costs; or (iii) a+100bps increase on the discount rate do not result in any impairment indicators.Goodwill impairment test analysis – <strong>EDP</strong> RenováveisThe future cash flows projection used is the useful life of the assets (25 years) which is consistent with the current depreciation method. This projection also incorporatethe long-term off-take contract in place and long-term estimates of energy prices, whenever the asset holds merchant exposure.The main assumptions used for the impairment tests are as follows:- Power produced: net capacity factors used for each CGU utilize the wind studies carried out, which takes into account the long-term predictability of wind output andthat wind generation is supported in nearly all countries by regulatory mechanisms that allow for production and priority dispatching whenever weather conditionspermit;- Electricity remuneration: regulated or contracted remuneration has been applied where available, as for the CGUs that benefit from regulated remuneration or thathave signed contracts to sell their output during all or part of their useful life; where this is not available, prices were derived using price curves projected by thecompany based on its experience, internal models and using external data references;- New capacity: tests were based on the best information available on the wind farms expected to be built in coming years, adjusted by probability of success and bythe growth prospects of the company based on the Business Plan Targets, its historical growth and market size projections. The tests considered the contracted andexpected prices to buy turbines from various suppliers;- Operating costs: established contracts for land leases and maintenance agreements were used; other operating costs were projected consistent with the company’sexperience and internal models;- Terminal value: considered as a 15% of the initial investment in each wind farm, considering inflation;<strong>EDP</strong> - <strong>Annual</strong> <strong>Report</strong> 2012209
notes to the consolidated <strong>EDP</strong> - and Energias company de Portugal, financial S.A. statementsfor the Notes years to the ended Consolidated 31 december and Company 2012 Financial and Statements 2011for the years ended 31 December 2012 and 2011- Discount rate: the discount rates used are post-tax, reflect <strong>EDP</strong>R Group’s best estimate of the risks specific to each CGU and range as follows:20. INVESTMENTS IN SUBSIDIARIES (COMPANY BASIS)This caption is analysed as follows:2012 2011Portugal and Spain 7.0% - 7.1% 6.7%United States 5.5% - 6.8% 5.0% - 6.9%Rest of Europe 5.9% - 8.2% 6.0% - 8.6%Impairment tests done have taken into account the regulation changes in each country, as disclosed in note 1.Were performed a series of sensitivity analyses of the results of impairment tests to reasonable changes in some of the key variables, such as:- <strong>EDP</strong>R NA, decrease in the Net Capacity Factors of 2.1%;- <strong>EDP</strong>R NA, 10% reduction of Merchant Prices;- <strong>EDP</strong>R EU, decrease of the terminal value until 10%.Furthermore, <strong>EDP</strong>R Group has done an additional sensitivity analysis increasing 100 basis points the discount rate used in case base for <strong>EDP</strong>R NA and <strong>EDP</strong>R EU CGU's.These sensitivity analyses performed for each assumption independently would not suppose any impairment for the goodwill allocated to each country.Goodwill impairment test analysis – <strong>EDP</strong> BrasilFor <strong>EDP</strong> Brasil, the cash flows were determined based on the production and consumption volume and estimated tariffs and installed capacity and tariff evolutionprospects in the different markets / power purchase agreements. The period of considered cash flows corresponds to the useful life of the plant & machinery andother relevant equipments or until the end of the concession contracts, if lower than the useful life.The discount rate used of 8.05% in 2011 (8.3% in 2011), reflects the Group’s best estimate regarding the specific risks related to each CGU.The terminal value of the distribution business corresponds to the present value of the assets and the end of the concession period (Regulatory Asset Base). In thegeneration / supply business, the terminal value corresponds to the present value of the assets net of amortisation at the end of the concession period.This sensitivity analysis of considering +100bps on the discount rate does not result in any impairment indicators for "goodwill".CompanyThousands of Euros Dec 2012 Dec 2011Acquisition cost 11,012,092 10,863,358Effect of equity method (transition to IFRS) -902,524 -1,020,632Equity investments in subsidiaries 10,109,568 9,842,726Impairment losses on equity investments in subsidiaries -200,034 -133,9439,909,534 9,708,783On the date of transition to IFRS, <strong>EDP</strong>, S.A. ceased to apply the equity method of accounting to its investments in its unconsolidated financial statements, havingconsidered this method in the determination of the deemed cost at transition date.Investments in subsidiaries are analysed as follows:CompanyDec 2012 Dec 2011Thousands of Euros Net amount Net amountInvestments in subsidiaries:<strong>EDP</strong> Renováveis S.A. 2,939,889 2,939,889<strong>EDP</strong> Gestão de Produção de Energia, S.A. 2,156,054 2,156,054Hidroeléctrica del Cantábrico, S.A. 1,981,798 1,981,798<strong>EDP</strong> Distribuição de Energia, S.A. 1,686,145 1,686,145<strong>EDP</strong> Servicios Financieros España, S.A. 482,695 481,695<strong>EDP</strong> Investments and Services, S.L. 281,854 -<strong>EDP</strong> Comercial, S.A. 238,473 188,463<strong>EDP</strong> Energias do Brasil, S.A. - 193,909Other 142,626 80,8309,909,534 9,708,783The variation in the caption Investments in subsidiaries on a company basis (200,751 thousands of Euros) results, essentially, from the share capital increase of <strong>EDP</strong>Investments and Services, S.L. realised through a contribution in kind of 11.23% of the share voting rights over <strong>EDP</strong> Energias do Brasil (net effect of 87,945 thousands ofEuros), from the supplementary capital conceded to <strong>EDP</strong> Imobiliária e Participações, S.A. (65,000 thousands of Euros), <strong>EDP</strong> Comercial, S.A. (50,000 thousands of Euros)and <strong>EDP</strong> Serviços - Sistemas para a Qualidade e Eficiência Energética, S.A. (50,000 thousands of Euros) and from the impairment losses on equity investments in <strong>EDP</strong>Imobiliária e Participações, S.A. (65,000 thousands of Euros).In August 2012, the shares that <strong>EDP</strong>, S.A. held on <strong>EDP</strong> Energias do Brasil, S.A., corresponding to 53,482,659 ordinary shares, representing 11.23% of the voting rights, inthe amount of 193,909 thousands of Euros was used to subscribe a share capital increase in <strong>EDP</strong> Investments and Services, S.L., through a contribution in kind of thereferred shares, evaluated in 281,854 thousands of Euros, having been recognised a gain on the financial statements of <strong>EDP</strong>, S.A. in the amount of 87,945 thousandsof Euros (see note 14).210A World Full Of Energy
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