Consolidated Financial Statements of the Repower Group

Notes to the consolidated financial statements: principles

1 Accounting and valuation principles

2 Consolidation

SCOPE OF CONSOLIDATION

The present consolidated financial statements encompass the financial statements of Repower AG and all investments where Repower holds, directly or indirectly, more than 50 per cent of the votes or can exercise control in some other way. These investments are fully consolidated. Associated organisations and joint ventures are included in the financial statements in accordance with the equity method.

OVERVIEW OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Company	Head office	Currency	Issued capital in thousands	Holding 31.12.2018	Holding 31.12.2017	Method 1)

Repower AG	Brusio	CHF	7,391	-	-	F
Ovra electrica Ferrera SA	Trun	CHF	3,000	49.00%	49.00%	F
SWIBI AG	Landquart	CHF	500	76.58%	76.58%	F
Alvezza SA in Liquidation	Disentis	CHF	500	62.00%	62.00%	F
Lagobianco SA	Poschiavo	CHF	1,000	100.00%	100.00%	F
Repartner Produktions AG	Poschiavo	CHF	20,000	51.00%	51.00%	F
Repower Deutschland GmbH	Dortmund	EUR	11,525	100.00%	100.00%	F
Repartner Wind GmbH	Dortmund	EUR	25	51.00%	51.00%	F
Repower Italia S.p.A.	Milan	EUR	2,000	100.00%	100.00%	F
Repower Vendita Italia S.p.A.	Milan	EUR	4,000	100.00%	100.00%	F
SET S.p.A.	Milan	EUR	120	61.00%	61.00%	F
Energia Sud S.r.l.	Milan	EUR	1,500	100.00%	100.00%	F
SEA S.p.A.	Milan	EUR	120	65.00%	100.00%	F
REC S.r.l.	Milan	EUR	10	65.00%	100.00%	F
MERA S.r.l.	Milan	EUR	100	100.00%	100.00%	F
Immobiliare Saline S.r.l.	Milan	EUR	10	100.00%	100.00%	F
REV S.r.l.	Milan	EUR	10	100.00%	100.00%	F
Repower Renewable S.p.A. 2)	Venice	EUR	66,736	65.00%	0.00%	F
Impianto Eolico Pian dei Corsi S.r.l. 2)	Venice	EUR	200	37.38%	0.00%	F
ESE Cerignola S.r.l. 2)	Venice	EUR	100	65.00%	0.00%	F
RES S.r.l. 2)	Venice	EUR	150	65.00%	0.00%	F
Cramet Energie S.r.l. 2)	Venice	EUR	20	65.00%	0.00%	F
ESE Terlizzi S.r.l. 2)	Venice	EUR	20	65.00%	0.00%	F
ESE Salento S.r.l. 2)	Venice	EUR	10	61.75%	0.00%	F
Elettrosud Rinnovabili S.r.l. 2)	Venice	EUR	10	65.00%	0.00%	F
Quinta Energia S.r.l. 2)	Erice	EUR	50	65.00%	0.00%	F
ESE Armo S.r.l. 2)	Venice	EUR	30	65.00%	0.00%	F
ESE Nurra S.r.l. 2)	Venice	EUR	200	33.15%	0.00%	F
ESE Castelguglielmo S.r.l. 2)	Venice	EUR	30	65.00%	0.00%	F
Compagnia Energie Rinnovabili S.r.l. 2)	Venice	EUR	100	65.00%	0.00%	F
Parco Eolico Buseto S.p.A. 2)	Erice	EUR	500	65.00%	0.00%	F
ERA S.c.ar.l 2)	Venice	EUR	30	64.99%	0.00%	F
ESE Apricena S.r.l. 2)	Venice	EUR	30	65.00%	0.00%	F
EL.IT.E. S.p.A.	Milan	EUR	3,889	46.55%	46.55%	E
Aerochetto S.r.l.	Catania	EUR	2,000	39.00%	39.00%	E
tiko Energy Solutions AG 3)	Ittingen	CHF	13,342	35.00%	35.00%	E
Kraftwerk Morteratsch AG 4)	Pontresina	CHF	500	10.00%	10.00%	E
Grischelectra AG 5)	Chur	CHF	1,000	11.00%	11.00%	E
Terra di Conte S.r.l. 2)	Lucera	EUR	10	32.50%	0.00%	E

1) Key: F Fully consolidated, E Equity Method

2) Company acquired in 2018.

3) Swisscom Energy Solutions AG was renamed tiko Energy Solutions AG.

4) Repower AG holds 10% of the share capital and 35.7% of the voting rights of Kraftwerk Morteratsch AG.

5) Only 20 percent of the issued capital has been paid in.

All subsidiaries, associates and joint ventures with the exception of Grischelectra AG, which closes its accounts on 30 September, close their accounts at the end of the calendar year.

Ovra electrica Ferrera SA, Trun, is a power plant company in which the local municipality holds a 51 per cent stake. Repower bears full operating responsibility for this company and sells 100 per cent of the energy generated on the market. Repower thus exercises overall control and Ovra electrica Ferrera SA is fully consolidated.

In contrast to the share capital held, Repower exercises 30 per cent of the votes in Grischelectra AG and on the basis of contractual arrangements controls Grischelectra AG in conjunction with Canton Graubünden. Grischelectra AG is a joint venture.

Under the contractual arrangements governing the interest in Kraftwerk Morteratsch AG, all relevant decisions must be made unanimously. Kraftwerk Morteratsch AG is a joint venture.

The direct shareholdings in Impianto Eolico Pian dei Corsi S.r.l. and ESE Nurra S.r.l., acquired in 2018, come to 57.5 and 51.0 per cent respectively. These are subsidiaries.

The direct shareholding in Terra di Conte S.r.l., added to the scope of consolidation in 2018, comes to 50 per cent. This is a joint venture.

Additions to the scope of consolidation

Repower acquired an interest of 65 per cent in Elettrostudio Energia S.p.A. and its holdings in hydro-, solar and wind power assets by way of a contribution of the existing group companies SEA S.p.A. and REC S.r.l. and a cash payment. Repower has controlled Elettrostudio Energia S.p.A. and included it in the scope of consolidation since 5 December 2018.

The companies added to the scope of consolidation can be seen in the “Overview of subsidiaries, associates and joint ventures”. Elettrostudio Energia S.p.A. has already been renamed Repower Renewable S.p.A.

SEA S.p.A. and REC S.r.l. are still Balanced at the previous consolidated carrying amounts.

The table below summarises the material amounts booked for assets and liabilities acquired on the date of acquisition, plus the purchase price and goodwill resulting from the acquisition.


CHF thousand
	Note

Tangible assets	15	115,068
Investments in associates and joint ventures	17	267
Financial assets and securities	18, 24	3,030
Deferred tax assets	19	733
Inventories	20	12
Trade accounts receivable	21	4,564
Other receivables	22	4,098
Prepaid expenses and accrued income	23	611
Cash and cash equivalents	26	6,185
Current and non-current provisions	27	–1,676
Current and non-current financial liabilities	29	–87,367
Trade accounts payable	31	–3,364
Other current liabilities	32	–1,039
Deferred income and accrued expenses	33	–1,160
Book value SEA S.p.A. and REC S.r.l.		29,555
Share attributable to minorities		–26,516
Total net assets		43,001

Goodwill	16	962
Book value SEA S.p.A. and REC S.r.l.		–29,555
Cash consideration paied		14,408

Acquired cash and cash equivalents		–6,185
Cash out flow from acquisition		8,223

The balances presented include estimates whose influencing factors may not have been known at the date of acquisition. This business combination was recognised for the first time at the end of the reporting period on the basis of provisional figures. If new information emerges on the facts and circumstances that pertained at the time of acquisition, this may lead to adjustments to the provisional figures and the recognition of additional assets and liabilities within the valuation period.

The goodwill was capitalised as intangible assets and will be amortised over a period of five years.

Changes in the ownership interests without loss of control

In connection with the acquisition in the 2018 financial year mentioned above, the group’s interest in SEA S.p.A. and REC S.r.l. has declined to 65 per cent.

In the 2017 financial year Repower sold another 6 per cent of its interest in Repartner Produktions AG to the shareholder EKZ. The cash inflow of CHF 5,721 thousand is offset against minority interests of CHF 2,902 thousand. The difference of CHF 2,819 thousand was allocated to the majority shareholder’s capital. Repower likewise sold 0.1 per cent of its interest in Swibi AG. Minority interests of CHF 6 thousand are offset against sales proceeds of CHF 24 thousand. The difference of CHF 18 thousand was allocated to the equity of the majority shareholder.

Consequences of the loss of subsidiary control

No companies were deconsolidated in 2018.

In 2017 the companies Elbe Beteiligungs AG in Liquidation, Energia Eolica Pontremoli S.r.l., Repower Trading Česká republika s.r.o. v likvidaci, S.C. Repower Vanzari Romania S.R.L., Repower Serbia d.o.o. - u likvidaciji and Repower Hrvatska d.o.o. u likvidaciji were wound up. Translation losses of CHF 19 thousand from accumulated translation differences were reclassified directly to retained earnings.

Consolidation method

Capital consolidation is done in accordance with the purchase method. When an entity is purchased its assets and liabilities as of the date of acquisition are revalued in accordance with uniform group principles. Any remaining goodwill (the difference between the purchase price and the share of equity) is capitalised and amortised over five years or a maximum of 20 years. Assets and liabilities and income and expenses at fully consolidated entities are integrated in their entirety in the consolidated financial statements. Minority interests in the equity and minority interests in the profits of fully consolidated entities are stated separately.

Intragroup receivables and liabilities, income and expenses and investments are netted out and interim gains eliminated. Investments in associates and joint ventures are accounted for using the equity method.

Conversion of foreign currencies

Each group company determines the functional currency in which it draws up its individual financial statements. Company financial statements in foreign currencies are converted as follows: assets and liabilities at the closing rate on the balance sheet date, equity at historical rates. The income and cash flow statements are converted at the average rate for the year. The resulting translation differences are recognised directly in equity. On the disposal of entities the translation differences attributable to them are reclassified in the consolidated statement of changes in equity from accumulated translation differences to retained earnings.

Foreign currency transactions contained in the individual financial statements of consolidated entities are converted at the relevant daily rate, and foreign currency balances are converted on the closing date at the closing rate on the balance sheet date. The resulting differences in rates are recognised in profit or loss.

The following exchange rates were used for the most important foreign currency:

		Closing exchange rate		Average exchange rate
Currency	Unit	31.12.2018	31.12.2017	2018	2017

EUR	1	1.12690	1.17020	1.15463	1.11194

Cash flow statement

The cash and cash equivalents fund forms the basis of the consolidated cash flow statement. Cash flow from operating activities is calculated by the indirect method.

3 Valuation principles

Tangible assets

Tangible assets are initially recognised at the lower of cost (acquisition or manufacturing cost). Repower capitalises borrowing costs if construction takes more than one year and it is a major investment project. For the purposes of subsequent measurement, Repower does scheduled straight-line amortisation over the expected useful life. Estimated useful lives are calculated in accordance with the recommendations of the Association of Swiss Electricity Companies and are within the following ranges for each category:

Category	Useful life

Power plants	20 – 80 years depending on the type of facility
Grids	15 – 40 years
Land	Indefinite
Buildings	30 – 60 years
Plant and business equipment	3 – 20 years
Assets under construction	Reclassification to the corresponding category when available for use; any impairments are recognised immediately

Intangible assets

Intangible assets are initially recognised at the lower of cost (acquisition or manufacturing cost). Provided the prerequisites for capitalisation are met, intangible assets generated internally are capitalised. Amortisation is done on a straight-line basis. The estimated useful lives for the individual categories are within the following ranges:

Category	Useful life

Goodwill	5 - 20 years
Other intangible assets	3 - 5 years

The useful lives of concession rights and rights of use are determined by the relevant contractual provisions.

Impairment

Assets are tested for impairment on every balance sheet date. If there is evidence of impairment, an impairment test is carried out to calculate the recoverable value. The recoverable value is the higher of net selling price and value in use. If the carrying amount exceeds the recoverable value, an adjustment is made in the income statement by way of unscheduled amortisation. If there is a material improvement in the facts considered in the course of calculating the recoverable value, an impairment recognised in earlier reporting periods will be fully or partially reversed in the income statement, with the exception of goodwill.

Investments in associates and joint ventures

Investments in associates and joint ventures are recognised using the equity method.

Financial assets

Financial assets comprise securities and loans extended for the purposes of long-term investment, and derivatives. Non-current securities and loans are recognised at cost less any impairment. Derivatives are recognised at current values.

Deferred taxes

Deferred taxes are calculated on the basis of balance sheet temporary differences. Temporary differences between the values of balance sheet positions determined in accordance with Swiss GAAP FER principles and those determined in accordance with tax law form the basis for recognising deferred income tax assets and liabilities. Given the uncertainty involved in offsetting loss carryforwards against future earnings, deferred taxes are not capitalised.

Inventory

Inventories are goods used in the regular course of business for the purposes of disposal, manufacturing goods or providing services. They are initially recognised at the lower of cost (acquisition or manufacturing cost). The closing inventory is valued at the lower of average cost or net market price. Settlement discounts received are recognised as financial income.

Work in progress comprises goods and services not yet transferred. Smaller contracts are measured at acquisition or production cost, comprising all expenses actually incurred to bring orders to their current status (completed contract method). Large contracts are recognised as per Swiss GAAP FER 22 as long-term contracts according to the percentage-of-completion method if the respective preconditions are met. The percentage of completion is calculated for each contract using the cost-to-cost method.

Receivables from goods and services

Receivables from goods and services comprise receivables from business activities where the delivery or service has already been fulfilled but the counterperformance or debt has not been fulfilled. Receivables are measured at nominal value taking due account of necessary impairment.

Other receivables

This item comprises all other current receivables. They are measured at nominal value taking due account of necessary impairment.

Prepaid expenses and accrued income/deferred income and accrued expenses

Prepaid expenses and accrued income/deferred income and accrued expenses are designed to ensure that assets and liabilities at the balance sheet date are presented correctly and that income and expense are recognised on an accrual basis in the income statement.

Securities

Securities comprise shares, bonds and fund units as well as derivatives and short-term investments. Both initial and subsequent measurement is done at current values. If no current value is available, non-current securities are valued no higher than their acquisition costs less any impairments.

Replacement values for held-for-trading positions

Contracts in the form of forward transactions (forwards and futures) conducted with the intention of achieving a trading profit or margin are treated as derivative financial instruments and recognised as held-for-trading positions or replacement values. On the balance sheet date, all open derivative financial instruments from energy trading transactions are measured at fair value through profit or loss, and the positive and negative replacement values are recognised under assets and liabilities. Positive replacement values represent receivables. Negative replacement values represent liabilities. The replacement value is the difference in price compared to the closing price.

The open contracts are measured on the basis of market data from electricity exchanges (e.g. EEX Leipzig). For contracts for which no liquid market exists, measurement is based on a valuation model.

Current transactions are offset at positive and negative replacement value if the respective contract terms provide for this and the intention to offset exists and is legally permitted.

Realised and unrealised income from held-for-trading positions is recognised as net sales from goods and services.

Cash and cash equivalents

The cash and cash equivalents item comprises cash, sight deposits at banks and other financial institutions (e.g. PostFinance) and cash equivalents, provided they are held as a cash reserve, are highly liquid and convertible to cash at short notice, and are subject to only negligible fluctuations in value. Cash equivalents have a maximum residual term to maturity at the balance sheet date. Fixed-term deposits callable at short notice with an agreed term of more than 90 days are likewise deemed to be cash equivalents, provided that on the balance sheet date they are available for payment purposes by termination within 90 days.

Provisions

A provision is a probable liability on the basis of an event before the balance sheet date; the amount of the liability and/or the date on which it will fall due is uncertain but can be estimated. Provisions are recognised for actual and statutory obligations and for impending risks and losses. Existing provisions are remeasured on every balance sheet date. Provisions are divided into current provisions (due within 12 months) and non-current provisions (due after 12 months). If there is a material time factor involved, the provision is discounted.

Financial liabilities

Financial liabilities comprise both financing activities and derivatives, and are recognised at nominal or current values. Any differences between the acquisition cost and the redemption value of bonds or registered bonds are amortised on a straight-line basis over the term of the instruments. Interest accrued but not yet charged is accrued and recognised as deferred income and accrued expenses on the balance sheet date. Depending on the term, it is recognised under non-current or current financial liabilities.

Other non-current liabilities

Other non-current liabilities comprise all liabilities not belonging to the other categories that are not due within 12 months after the balance sheet date. In particular, under this item Repower recognises received connection fees and grid cost contributions, which are charged to profit or loss over a period of 35 years.

Liabilities from goods and services

Payables from goods and services are current liabilities with a remaining term of less than 12 months arising from deliveries, work performances, services, lease agreements, etc.). They are recognised at nominal values.

Other current liabilities

This item comprises all other current liabilities that cannot be assigned to payables from goods and services. They are recognised at nominal values.

Pension provisions

On the balance sheet date, employees of Repower in Switzerland were members of the PKE Vorsorgestiftung Energie pension fund. This is a legally independent pension fund operating as a defined contribution plan in accordance with the Federal Law on Occupational Pensions for Old Age, Survivors and Disability (BVG). Pension benefit obligations are measured and recognised in accordance with Swiss GAAP FER 16. The economic impacts of pension institutions on the entity are either economic benefits or economic obligations. Economic benefits and economic obligations are evaluated at the balance sheet date and recognised in the entity’s financial statements. Employer contribution reserves are recognised at nominal or present value as financial assets.

A peculiarity of Italian law is the payment of severance pay. This corresponds to around one month’s pay for every year of employment, and must be paid in all cases when an employment relationship is terminated. The provision for this obligation is calculated according to a recognised method specific to the country, and the change is recognised in personnel expenses.

Cash flow hedges

Derivative transactions entered into for the purpose of hedging cash flows with a high probability of occurrence are not recorded on the balance sheet, but are disclosed in the notes.

Leases

A lease is an agreement whereby certain goods are ceded for the use of the lessee in return for a payment. A distinction is made between finance and operating leases. A finance lease is defined as a lease that transfers all material risks and rewards of ownership to the lessee. Otherwise the lease is deemed to be an operating lease. The components of a finance lease are recognised as tangible assets and financial liabilities. Lease instalments paid are apportioned between the finance charge and the reduction in the outstanding liability. Assets leased under operating leases are not recognised on the balance sheet. Paid and received leasing instalments are recognised in the period in which they occur.

Off-balance-sheet business

Contingent assets and liabilities are measured at the balance sheet date and disclosed in the notes. If an outflow of funds without a simultaneous usable inflow of funds is probable and estimable, a corresponding provision is recognised.

Transactions with related parties

Related parties (natural persons and legal entities) are parties which can directly or indirectly exert a significant influence on the group’s financial and operational decisions. Organisations that for their part are directly or indirectly controlled by related parties are likewise deemed to be related. All material transactions and resulting balances or liabilities vis-à-vis related parties are disclosed in these consolidated financial statements.