notes to the <strong>EDP</strong> consolidated - Energias de Portugal, and company S.A. financial statementsfor the years ended 31 december 2012 and 2011Notes to the Consolidated and Company Financial Statementsfor the years ended 31 December 2012 and 2011The effective interest rates of the derivative financial instruments relating to financing operations at 31 December 2011 were as follows:GroupNotional Currency<strong>EDP</strong> Pays<strong>EDP</strong> ReceivesInterest rate contractsInterest rate swaps 2,574,715 EUR [ 5.01% - 0.88% ] [ 5.50% - 0.88% ]Interest rate swaps 253,896 USD [ 5.82% - 5.79% ] 4.31%Interest rate swaps 92,036 PLN 5.41% 4.90%Currency interest rateCIRS (currency interest rate swaps) 730,313 EUR / GBP [ 5.54% - 3.26% ] [ 8.63% - 6.63% ]CIRS (currency interest rate swaps) 1,901 USD / BRL [ 12.98% - 11.42% ] 4.96%CIRS (currency interest rate swaps) 99,800 USD / JPY 6.80% 3.11%CIRS (currency interest rate swaps) 77,008 EUR / PLN [ 4.13% - 4.01% ] 1.39%CIRS (currency interest rate swaps) 177,911 EUR / CHF [ 4.20% - 4.18% ] 3.51%Exchange rate contractsCurrency forwards 253,896 BRL / USD44. COMMITMENTSFinancial, operating and real guarantees granted by the <strong>EDP</strong> Group, not included in the statement of financial position as at 31 December 2012 and 2011, are analysedas follows:GroupCompanyThousands of EurosDec 2012 Dec 2011 Dec 2012 Dec 2011Financial guarantees<strong>EDP</strong>, S.A. 312,237 268,890 312,237 268,890HC Energia Group 37,539 33,083 - -<strong>EDP</strong> Brasil Group 867,623 645,811 - -<strong>EDP</strong> Renováveis Group 3,411 5,656 - -Other 3,711 3,711 - -1,224,521 957,151 312,237 268,890Operating guarantees<strong>EDP</strong>, S.A. 745,324 770,668 745,324 770,668HC Energia Group 334,226 357,709 - -<strong>EDP</strong> Brasil Group 433,613 322,233 - -<strong>EDP</strong> Renováveis Group 1,208,810 1,100,414 - -Other 9,272 10,094 - -2,731,245 2,561,118 745,324 770,668Total 3,955,766 3,518,269 1,057,561 1,039,558Real guarantees 29,504 19,820 - -The financial guarantees contracted include, at 31 December 2012 and 2011, 1,139,074 thousands of Euros and 743,665 thousands of Euros, respectively, relating toloans obtained by Group companies and already included in the consolidated debt. These include guarantees of 129,845 thousands of Euros at 31 December 2012 forloans obtained by Brazilian companies to finance the construction of hydroelectrical power plants, which have counter-guarantees of 51,938 thousands of Eurosreceived by <strong>EDP</strong> from partners in these projects.<strong>EDP</strong> and its subsidiaries are required to provide bank or corporate operating guarantees for the current generation and distribution activities. The total operatingguarantees outstanding include, at 31 December 2012 and 2011, 397,266 thousands of Euros and 465,989 thousands of Euros, respectively, of guarantees provided tomarket operators to enable <strong>EDP</strong> and its subsidiaries to participate in the energy markets.Regarding the information disclosed above, the Group also has project finance loans with usual guarantees for these loans, namely pledges or promissory pledgesover shares, bank accounts and assets relating to the projects. At 31 December 2012 and 2011 these loans amounted to 1,018,578 thousands of Euros and 888,776thousands of Euros, respectively, and are included in the Group’s consolidated debt (see note 35).In addition, regarding the information disclosed above, <strong>EDP</strong>R NA is providing its tax equity investors with standard corporate guarantees typical of these agreementsto indemnify them against costs they may incur as a result of fraud, willful misconduct or a breach of <strong>EDP</strong>R NA of any operational obligation under the tax equityagreements. As at 31 December 2012 and 2011, <strong>EDP</strong>R's obligations under the tax equity agreements, in the amount of 901,301 thousands of Euros and 942,123thousands of Euros, are reflected on the balance sheet Institutional Partnerships in US Wind farms.Real guarantees, as at 31 December 2012, includes 9,615 thousands of Euros (31 December 2012: 6,482 thousands of Euros) related with guarantees provided toprojects and loans obtained in Brazil.In addition <strong>EDP</strong> has constituted an escrow deposit in the amount of 361,445 thousand of Euros (348,713 thousand of Euros non-current and 12,732 thousand of Euroscurrent, as presented in note 35, associated with several loans contracted with the EIB. This escrow deposit will be reduced by the repayment of these loans.<strong>EDP</strong> - <strong>Annual</strong> <strong>Report</strong> 2012239
notes to the consolidated <strong>EDP</strong> - and Energias company de Portugal, financial S.A. statementsfor the years ended 31 december 2012 and 2011Notes to the Consolidated and Company Financial Statementsfor the years ended 31 December 2012 and 2011The commitments relating to short and medium/long term financial debt, finance lease commitments and other long term commitments (included in the consolidatedstatement of financial position) and other liabilities relating to purchases and future lease payments under operating leases (not included in the consolidatedstatement of financial position) are disclosed, as at 31 December 2012 and 2011, by maturity, as follows:Dec 2012Capital outstanding by maturityLess From From Morethan 1 1 to 3 3 to 5 than 5Thousands of Euros Total year years years yearsShort and long term financial debt (including falling due interest) 23,838,923 4,265,240 8,312,603 6,176,972 5,084,108Finance lease commitments 8,606 3,549 4,325 732 -Operating lease commitments 977,501 53,430 88,047 73,940 762,084Purchase obligations 35,528,350 4,217,391 7,027,214 5,454,492 18,829,253Other long term commitments 2,149,686 249,086 475,500 433,896 991,20462,503,066 8,788,696 15,907,689 12,140,032 25,666,649Dec 2011Capital outstanding by maturityLess From From Morethan 1 1 to 3 3 to 5 than 5Thousands of Euros Total year years years yearsShort and long term financial debt (including falling due interest) 22,275,659 3,478,927 7,230,868 6,106,545 5,459,319Finance lease commitments 7,882 3,425 4,059 398 -Operating lease commitments 1,002,777 71,529 101,127 73,131 756,990Purchase obligations 32,376,753 5,152,650 8,005,283 5,214,648 14,004,172Other long term commitments 2,419,855 265,182 523,169 485,601 1,145,90358,082,926 8,971,713 15,864,506 11,880,323 21,366,384The Group’s contractual commitments shown above relate essentially to agreements and commitments required for regular business activities. Specifically, themajority of the commitments are established to guarantee adequate supply of fuel and energy to its customers in the Europe, United States of America and Brazil aswell to comply with medium and long term investment objectives of the Group.The short and long term debt corresponds to the balance of borrowings and related falling due interest, contracted by the Group with bank entities, non-convertiblebonds, commercial paper and other borrowings. Interest was calculated based in interest rates in force at the period.Falling due finance lease commitments relate to Property, plant and equipment acquired by the Group under finance lease contracts. These amounts include capitaloutstanding and interests.Purchase obligations include essentially obligations of long term contracts relating to the supply of products and services in the normal course of the Group’soperations. Prices defined under forward contracts are used in estimating the amount of contractual commitments.Other long term commitments relate essentially to reorganisation plans established in prior years, as well as to Group’s liabilities relating to pension and Medicalplans and other benefits, classified as provisions in the consolidated statement of financial position (note 36).As at 31 December 2012, the <strong>EDP</strong> Group has the following liabilities/rights arising from call and put options on investments:- Put option of Cajastur over <strong>EDP</strong> for 3.13% of the share capital of HC Energia, this option can be exercised until 31 December 2025;- <strong>EDP</strong> holds, through its subsidiary <strong>EDP</strong> Renewables Europe, S.L., a call option over Cajastur for “Quinze Mines” share capital (51% of total share capital). Cajastur hasan equivalent put option over <strong>EDP</strong>. This options can be exercised between 17 July 2014 and 17 July 2016, being the price of exercising the option determined by aninvestment bank valuation process;- <strong>EDP</strong> holds, through its subsidiary <strong>EDP</strong> Renewables Europe, S.L., a call option over the shares held by Cajastur for the companies "Sauvageons", "Le Mee" and "PetitePiece" (51% of total share capital). Cajastur has an equivalent put option over <strong>EDP</strong>. This options can be exercised between 1 January 2013 and 31 December 2014,being the price of exercising the option determined by an investment bank valuation process;- <strong>EDP</strong> holds, through its subsidiary <strong>EDP</strong> Renewables Europe, S.L., a call option of the remaining 6.48% of the share capital of <strong>EDP</strong> Renewables Italia, with an exerciseprice based on an independent process evaluation conducted by an independent expert. Energia in Natura, S.R.L. holds a put option for 6.48% of the share capital of<strong>EDP</strong> Renewables Italia, whose exercise price corresponds to 85% of the market value of this participation. The exercise period of the options is 2 years after occurenceof one of the following events: Fifth anniversary of the execution of the shareholders agreement (27 January 2015); When <strong>EDP</strong> Renewables Italy build, develop and operate 350 MW in Italy.- <strong>EDP</strong> holds, through its subsidiary <strong>EDP</strong> Renewables Europe, S.L., a call option over the remain shareholders of Re Plus (WPG, Galilea and Grant Partners) for 10% of itsshare capital. The price of exercising these options is 7,500 thousands of Euros. The options can be exercised (i) if a change occur in the shareholding structure of theremaining shareholders of Re Plus and (ii) always before the last project starts in operation;- <strong>EDP</strong> holds, through its subsidiary <strong>EDP</strong> Renewables Europe, S.L., a put option of 15% of the share capital of Rowy, over the other shareholders. The exercise price is80% of equity value with a cap of 5,000 thousands of Euros. The exercise period is the earlier of (i) two years following the begining of construction date or (ii) 31December 2019;- <strong>EDP</strong> holds, through its subsidiary <strong>EDP</strong> - Gestão da Produção de Energia, S.A., a call option of 2.67% of the share capital of Greenvouga and their supplementarycapital on Martifer Renewables, S.A. exercisable at any time. Moreover, Martifer Renewables, S.A., holds a put option of 2.67% of the share capital of Greenvouga andtheir supplementary capital on <strong>EDP</strong> - Gestão da Produção de Energia, S.A., that can only be exercised within one year from the date of issuance of the license ofRibeirado-Ermida hydroelectric plants. The option can be exercised until 1 February 2015. The stock price and the price of supplementary capital, in the event ofexercise of the options listed, corresponds to their nominal value plus an equity component possible in the amount of 1,750 thousands of Euros;- <strong>EDP</strong> holds, through its subsidiary <strong>EDP</strong> Renewables Europe, S.L., a call option of the remaining 40% of the share capital of J&Z Wind Farms SP. ZO.O., whose exerciseprice corresponds to 90% of the market value of this participation. This option can be exercised between 3 and 5 years after the start of contruction works of the firstpark.240A World Full Of Energy
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