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2. MODELO MALCOLM BALDRIGE EN LA CREACIÓN DE LA ESCUELA DE

2.1 PROPUESTA

2.1.3 Orientación a los estudiantes, grupos de interés y el mercado

As at December 31, 2014, the consolidated CEZ Group comprised a total of 106 companies, with 89 companies fully consolidated and 17 joint ventures consolidated using the equity method.

CEZ Group Consolidated Unit as at December 31, 2014

The companies of the consolidated accounting unit of CEZ Group are divided into seven operating segments.

Power Production & Trading Central Europe ČEZ, a. s.

A.E. Wind sp. z o.o. Areál Třeboradice, a.s. Baltic Green I sp. z o.o. Baltic Green II sp. z o.o. Baltic Green III sp. z o.o. Baltic Green IV sp. z o.o. Baltic Green V sp. z o.o. Baltic Green VI sp. z o.o. Baltic Green VII sp. z o.o. Baltic Green VIII sp. z o.o. CEZ Bosna i Hercegovina d.o.o. CEZ Deutschland GmbH CEZ Chorzow B.V. CEZ MH B.V.

CEZ Poland Distribution B.V.

CEZ Produkty Energetyczne Polska sp. z o.o. CEZ Silesia B.V.

CEZ Srbija d.o.o.

CEZ Towarowy Dom Maklerski sp. z o.o. CEZ Trade Albania Sh.P.K.

CEZ Trade Romania S.R.L. ČEZ Bohunice a.s.

ČEZ Energetické produkty, s.r.o. ČEZ Obnovitelné zdroje, s.r.o. ČEZ OZ uzavřený investiční fond a.s. ČEZ Recyklace, s.r.o.

ČEZ Teplárenská, a.s.

Eco-Wind Construction S.A. Elektrárna Dětmarovice, a.s. Elektrárna Mělník III, a. s. Elektrárna Počerady, a.s. Elektrárna Tisová, a.s.

Elektrociepłownia Chorzów ELCHO sp. z o.o. Elektrownia Skawina S.A.

Elektrownie Wiatrowe Lubiechowo sp. z o.o. Energetické centrum s.r.o.

Energotrans, a.s.

Farma Wiatrowa Leśce sp. z o.o.

Farma Wiatrowa Wilkołaz-Bychawa sp. z o.o. MARTIA a.s.

Mega Energy sp. z o.o.

Tepelné hospodářství města Ústí nad Labem s.r.o. CM European Power International B.V.*)

CM European Power Slovakia, s. r. o.*)

ČEZ Energo, s.r.o.*)

Jadrová energetická spoločnosť Slovenska, a. s.*)

JESS Invest, s. r. o.*)

Power Production & Trading Southeast Europe Bara Group OOD

CEZ Bulgarian Investments B.V. Free Energy Project Oreshets EAD M.W. Team Invest S.R.L.

Ovidiu Development S.R.L. Taidana Limited

TEC Varna EAD

TMK Hydroenergy Power S.R.L. Tomis Team S.R.L.

Akenerji Dogal Gaz Ithalat Ihracat ve Toptan Ticaret A.S.*)

Akenerji Elektrik Enerjisi Ithalat Ihracat ve Toptan Ticaret A.S.*)

Akenerji Elektrik Üretim A.S.*)

Akkur Enerji Üretim Ticaret ve Sanayi A.S.*)

AK-EL Kemah Elektrik Üretim ve Ticaret A.S.*)

AK-EL Yalova Elektrik Üretim A.S.*)

Egemer Elektrik Üretim A.S.*)

Mem Enerji Elektrik Üretim Sanayi ve Ticaret A.S.*)

Distribution & Sale Central Europe CEZ Magyarország Kft.

CEZ Slovensko, s.r.o. CEZ Trade Polska sp. z o.o. ČEZ Distribuce, a. s. ČEZ ESCO, a.s. ČEZ Prodej, s.r.o.

Distribution & Sale Southeast Europe CEZ Distributie S.A.

CEZ Elektro Bulgaria AD CEZ Razpredelenie Bulgaria AD CEZ Trade Bulgaria EAD CEZ Vanzare S.A.

Shared Services Albania Sh.A. Akcez Enerji A.S.*)

Sakarya Elektrik Dagitim A.S.*)

Sakarya Elektrik Perakende Satis A.S.*)

Mining Central Europe CEZ International Finance B.V. Severočeské doly a.s. LOMY MOŘINA spol. s r.o.*)

Other Central Europe Centrum výzkumu Řež s.r.o. CEZ Finance Ireland Ltd.

CEZ International Finance Ireland Ltd. CEZ Polska sp. z o.o.

ČEZ Distribuční služby, s.r.o. ČEZ Energetické služby, s.r.o. ČEZ ENERGOSERVIS spol. s r.o. ČEZ ICT Services, a. s.

ČEZ Inženýring, s.r.o. ČEZ Korporátní služby, s.r.o. ČEZ Nová energetika, a.s. ČEZ Zákaznické služby, s.r.o. EVČ s.r.o.

PRODECO, a.s. Revitrans, a.s.

SD - Kolejová doprava, a.s. ŠKODA PRAHA a.s. ŠKODA PRAHA Invest s.r.o. Telco Pro Services, a. s. ÚJV Řež, a. s.

Other Southeast Europe CEZ Bulgaria EAD CEZ Romania S.A. CEZ Ukraine LLC

*)Joint venture

Shot No.: 61 CEZ Group–––––––– Financial Performance of CEZ Group

CEZ Group Financial Performance Results

Selected Indicators of CEZ Group in Accordance with IFRS

Unit 2013 2014 2014/2013

Index (%)

Installed capacity MW 15,166 16,038 105.7

Electricity generated (gross) GWh 66,625 63,124 94.7

Electricity sold1) GWh 36,511 35,139 96.2

Heat sold1) TJ 24,633 21,276 86.4

Gas sold1) GWh 6,108 5,417 88.7

Workforce head count as at December 31 persons 26,582 26,255 98.8

Operating revenues CZK millions 216,988 200,657 92.5

of which: sales of electricity and related services CZK millions 189,356 173,819 91.8

EBITDA CZK millions 81,994 72,498 88.4

EBIT CZK millions 45,690 36,946 80.9

Net income CZK millions 35,207 22,432 63.7

Adjusted net income2) CZK millions 38,178 29,454 77.1

Earnings per share-basic CZK/share 67.2 41.9 62.4

Dividend per ČEZ, a. s. share (gross)3) CZK/share 40.0 40.0 100.0

Net cash provided by operating activities CZK millions 72,202 70,920 98.2

Capital expenditures (CAPEX)4) CZK millions (43,586) (34,412) 79.0

Investments5) CZK millions (962) (68) 7.1

Total assets CZK millions 640,394 627,870 98.0

of which: property, plant and equipment6) CZK millions 425,662 426,542 100.2

Equity (including non-controlling interests) CZK millions 262,766 265,851 101.2

Net debt CZK millions 156,426 147,245 94.1

Return on Invested Capital (ROIC) % 7.9 6.3 79.7

Return on Equity, net (ROE) % 14.1 8.6 61.0

Net debt / EBITDA 1 1.91 2.03 106.3

1)Sales to end customers (outside CEZ Group).

2)Adjusted net income excludes extraordinary effects that are generally unrelated to ordinary financial performance in a given year (most importantly fixed

asset impairments).

3)Declared in a given year to be paid out of the previous year’s income. 4)Additions to property, plant and equipment and intangibles. 5)Acquisition of subsidiaries and joint ventures, net of cash acquired.

6)Property, plant and equipment (including nuclear fuel and construction work in progress).

Trends in Revenues, Expenses, and Profits

Earnings before depreciation and amortization, allowances, sale of property, plant and equipment and intangibles, and write-off of cancelled investments (EBITDA) decreased by CZK 9.5bn year-on-year to CZK 72.5bn. Net income fell by CZK 12.8bn year-on-year to CZK 22.4bn.

The main factors behind the year-on-year decline of income after tax are a drop in the sale prices of power, the extremely warm and dry weather in 2014, a lower volume of power generated, mainly in our coal-fired power plants, and the reduction of governmental subsidies of the wind farms in Romania.

On the other hand, there were positive effects of reductions in fixed operating expenses, the settlement agreement with Albania, settlement of old receivables in the Romanian distribution business, and debt set-off in Bulgaria. The lower year-on-year income can also be attributed to the extraordinary income from selling the Chvaletice Power Plant and the exclusion of the distribution and sales company of CEZ Shpërndarje from the consolidated accounts of CEZ Group in 2013.

CEZ Group Net Income Breakdown (CZK billions)

Operating revenue decreased by CZK 16.3bn year-on-year as there was a significant drop in the sales of power and related services (CZK -15.5bn) due to the year-on-year decline of the selling prices of electricity, lower volume of power generated, and the above-average warm and dry year of 2014. The weather factor also resulted in lower revenues from the sale of gas, coal and heat (CZK -2.1bn). When comparing operating revenues year-on-year, there was also a positive effect of a change in the fair value of commodity derivatives (CZK +1.3bn), in particular due to the termination of a long-term contract with CA-CIB.

Operating expenses declined by CZK 7.6bn year-on-year, primarily due to a lower purchase cost of power and related services (CZK +3.0bn), which was a result of declining prices and volumes, analogously to the related revenues. Operating expenses were positively influenced by the settlement agreement with Albania (CZK +2.6bn) and reductions in fixed operating costs (CZK +1.3bn).

Other income (expenses) decreased income by CZK 7.0bn year-on-year due to the sale of the Chvaletice Power Plant in 2013 (CZK -3.0bn), exclusion of CEZ Shpërndarje from the consolidated accounts in 2013 (CZK -1.8bn), revaluation of MOL shares (CZK -1.8bn), and the reduced share of CEZ Group in income generated by joint ventures due to their worse financial performance (CZK -0.3bn).

Income tax dropped by CZK 3.0bn due to lower earnings before taxes.

Cash Flows

CEZ Group Cash Flows (CZK billions)

Shot No.: 63 CEZ Group–––––––– Financial Performance of CEZ Group

35.2 22.4 9.2 6.2 1.3 8.3 171.3 163.7 217.0 200.7 0 50 100 150 200 250 operating expenses other income (expenses) income tax net income operating revenues 2013 2014 (100) (50) 0 50 100

financing activities, including net effect of currency translation in cash investing activities operating activities 2013 2014 72.2 70.9 (25.3) (41.1) (39.8) (34.7)

Cash flows from operating activities decreased by CZK 1.3bn year-on-year. Income before income taxes adjusted for non-cash operations decreased year-on-year (CZK -11.2bn), the change in working capital had a positive year-on-year effect

(CZK +8.2bn), increasing cash provided by operating activities in 2014. The main cause of the positive change in working capital was a year-on-year decrease in liquid securities (CZK +4.8bn), a year-on-year change in receivables and payables on account of taxes and fees other than income tax (CZK +1.2bn), and a year-on-year change in other working capital items (CZK +2.2bn). Income tax paid decreased year-on-year (CZK +1.5bn), increasing cash from operating cash flow.

Cash used in investing activities decreased by CZK 5.2bn year-on-year, primarily due to a year-on-year decrease in capital expenditure (CAPEX) on property, plant and equipment and intangibles (CZK +9.2bn), year-on-year decrease in additions to long-term financial assets (CZK +2.0bn), year-on-year decrease in acquisitions of subsidiaries (CZK +0.9bn), and year-on-year decrease in the balance of loans granted and repayments (CZK +0.4bn). By contrast, a negative effect on the year-on-year comparison was produced by proceeds from the sale of the Chvaletice Power Plant in 2013 (CZK -4.1bn), a year-on-year decrease in proceeds from the sale of fixed assets (CZK -2.1bn), and the year-on-year effect of changes in payables from the acquisition of fixed assets (CZK -1.4bn).

Cash used in financing activities, including the effect of currency translation on cash, grew by CZK 15.8bn year-on-year. The main reasons were lower balance of loans and repayments (CZK -13.6bn) year-on-year, a year-on-year lower growth of long- term liabilities (CZK -1.6bn) resulting mainly from the receipt of a security deposit from Vršanská uhelná in H1 2013 in the amount of CZK 1.3bn, and year-on-year change in the net effect of currency translation on cash flow (CZK -0.46bn).

Structure of Assets and Liabilities

The value of CEZ Group’s consolidated assets and liabilities declined by CZK 12.5bn year-on-year, reaching CZK 627.9bn.

Structure of CEZ Group Assets as at December 31 (CZK billions)

Fixed assets rose by CZK 11.6bn to CZK 497.5bn.

The value of property, plant and equipment, nuclear fuel, and construction work in progress increased by CZK 0.9bn year-on-year. An increase in net property, plant and equipment of CZK 5.3bn was partially compensated for by a decrease of CZK 4.7bn in construction work in progress, including advance payments, due to putting the completed investment projects into service. Nuclear fuel was up CZK 0.3bn year-on-year. The increase of CZK 10.7bn in other non-current assets was primarily due to reporting shares of MOL Nyrt. (CZK +7.8bn) in other non-current assets (see Consolidated Financial Statements, Note 4). The increase in financial assets with restricted availability (CZK +2.0bn) was primarily due to provision for nuclear decommissioning pursuant to the Atomic Energy Act. In addition, there was an increase of long-term receivables from derivative trading (CZK +0.9bn). Current assets decreased by CZK 24.1bn to CZK 130.4bn in 2014. Receivables decreased by CZK 16.6bn, primarily due to the settlement of a short-term receivable with MOL Nyrt. shares and a decrease in trade receivables. Cash and cash equivalents decreased by CZK 4.9bn year-on-year, emission allowances and inventories of fossil fuels including material by CZK 4.1bn. Receivables from derivative trading increased by CZK 1.2bn; other components of current assets increased current assets by CZK 0.3bn.

Shot No.: 64 CEZ Group–––––––– Financial Performance of CEZ Group

0 200 400 600

property, plant and equipment, net nuclear fuel, net

construction work in progress other non-current assets current assets 2013 2014 Total assets 640.4 627.9 154.5 130.4 60.3 71.0 90.5 85.8 10.7 11.0 324.5 329.8

Structure of CEZ Group Equity and Liabilities as at December 31 (CZK billions)

Equity, including non-controlling interests, was up CZK 3.1bn year-on-year to CZK 265.9bn.

Net income generated in 2014 increased equity by CZK 22.4bn, while awarded dividends decreased equity by CZK 21.5bn. Other comprehensive income increased equity by CZK 2.1bn, primarily in cash flow hedging (CZK +0.9bn) and available-for-sale financial assets (CZK +0.9bn).

Long-term liabilities decreased by CZK 4.8bn to CZK 234.1bn mostly due to a CZK 4.5bn change of the value of long-term bank loans, a CZK 2.8bn change in bonds issued, and a CZK 0.9bn decrease of other liabilities. The decline of long-term liabilities was partially compensated by a growth of nuclear provisions by CZK 3.5bn.

The value of deferred tax liability grew by CZK 1.4bn to CZK 20.6bn.

The drop of short-term liabilities by CZK 12.2bn to CZK 107.3bn was mainly due to a decline of CZK 7.5bn in the short-term portion of long-term debt including short-term loans, decreased liabilities from derivative transactions by CZK 3.7bn, and lower trade payables including advance payments and non-invoiced deliveries by CZK 2.4bn. On the other hand, short-term

provisions including a provision for emission allowances increased by CZK 1.1bn. Other factors caused short-term liabilities to rise by CZK 0.2bn.

Comprehensive Income

Total comprehensive income, net of tax, fell by CZK 4.1bn year-on-year to CZK 24.6bn, while net income was down by CZK 12.8bn year-on-year. On the other hand, other comprehensive income grew by CZK 8.7bn year-on-year.

Other comprehensive income was positively influenced by cash flow hedges and available-for-sale securities in 2014, which contributed CZK 15.0bn to other comprehensive income year-on-year; on the other hand, in the year-on-year comparison, it was reduced in particular by currency translation in equity (CZK -3.0bn) and deferred tax connected with other comprehensive income (CZK -2.9bn).

CEZ Group Net Debt (CZK billions)

2013 2014

Long-term debt, net of current portion 168.2 160.9

Current portion of long-term debt 28.1 15.7

Short-term borrowings 2.7 7.6

Financial debt 199.0 184.1

Cash and cash equivalents (25.0) (20.1)

Highly liquid financial assets (17.6) (16.8)

Net debt 156.4 147.2

EBITDA 82.0 72.5

Net debt / EBITDA 1.91 2.03

Treasury Shares

At the beginning of 2014, there were 3,875,021 treasury shares in the nominal value of CZK 387,502,100, or 0.72% of the stated capital, on ČEZ’s asset account with the Central Securities Depository.

During 2014, ČEZ did not buy or sell any treasury shares.

At the end of 2014, there were 3,875,021 treasury shares in the nominal value of CZK 387,502,100, or 0.72% of the stated capital, on ČEZ’s asset account with the Central Securities Depository.

Shot No.: 65 CEZ Group–––––––– Financial Performance of CEZ Group

119.6 107.3 19.2 20.6 238.9 234.1 262.8 265.9 0 200 400 600 equity long-term liabilities deferred tax liability short-term liabilities 2013

2014

Total equity and liabilities

640.4 627.9

CEZ Group Financial Results by Segment

Segments by Their Contributions to Overall CEZ Group Financial Performance

Sales Intersegment Total EBITDA EBIT Income tax Net income CAPEX Employees

other than sales revenues as at

intersegment December 31

sales

(CZK millions) (CZK millions) (CZK millions) (CZK millions) (CZK millions) (CZK millions) (CZK millions) (CZK millions) (persons) Power Production

& Trading CE

2013 63,338 43,148 106,486 46,770 27,699 (5,077) 31,076 28,574 7,326

2014 57,093 35,775 92,868 39,523 22,792 (3,222) 27,604 21,122 7,443

Distribution & Sale CE

2013 112,644 3,980 116,624 19,502 15,919 (2,846) 12,717 7,693 1,486 2014 100,059 4,888 104,947 19,290 15,463 (2,798) 12,266 7,712 1,493 Mining CE 2013 5,145 6,466 11,611 5,095 2,951 (594) 2,933 2,438 2,984 2014 4,700 5,415 10,115 4,163 1,856 (352) 2,168 2,474 2,899 Other CE 2013 2,804 39,354 42,158 5,357 3,256 (700) 2,590 23,029 9,250 2014 2,687 29,350 32,037 4,666 2,621 (559) 2,048 14,522 9,098 Power Production & Trading SEE

2013 1,025 1,725 2,750 2,021 (2,989) 36 (4,529) 556 421

2014 1,500 1,307 2,807 606 (7,444) 899 (8,406) 60 344

Distribution & Sale SEE

2013 32,006 770 32,776 2,968 (1,188) (8) 336 2,961 3,960 2014 34,594 447 35,041 3,869 1,347 (132) 1,235 1,813 3,871 Other SEE 2013 26 2,475 2,501 155 67 (17) 53 1,071 1,155 2014 24 2,142 2,166 84 14 (3) 46 673 1,107 Elimination 2013 N/A (97,918) (97,918) 126 (25) 7 (9,969) (22,736) N/A 2014 N/A (79,324) (79,324) 297 297 (57) (14,529) (13,964) N/A Consolidated 2013 216,988 N/A 216,988 81,994 45,690 (9,199) 35,207 43,586 26,582 2014 200,657 N/A 200,657 72,498 36,946 (6,224) 22,432 34,412 26,255 CE = Central Europe SEE = Southeast Europe

The biggest segment, Power Production & Trading Central Europe, saw its EBITDA fall by CZK 7.2bn year-on-year. The main reason behind the lower EBITDA in the Czech Republic includes lower selling prices of generated power (CZK -6.6bn), lower volume of power generated (CZK -3.4bn), and greater provisions created for emission allowances and the use of the CER gateway in 2013 (CZK -2.7bn). On the other hand, there was a positive effect of the settlement agreement with Albania at CZK 2.6bn, higher revenues from trading in commodities (CZK +1.5bn) in particular due to the termination of a long-term contract with CA-CIB, and last but not least, fixed operating expenses also declined due to cost-cutting measures (CZK +1.0bn). The year-on-year growth of EBITDA in Poland (CZK +0.7bn) is a result of higher revenues from color certificates due to their increased market prices and increased generation from biomass.

The 4.0 TWh (6.4%) drop of power generation in the Czech Republic can be attributed to a combination of lower generation in coal- and gas-fired power plants (-2.9 TWh) due to the sale of the Chvaletice Power Plant in 2013, and also the effects of comprehensive upgrade and environmental measures implemented; the volume of power generated by hydropower plants declined by 0.6 TWh due to unfavorable hydrological conditions, and that by nuclear power plants slipped by 0.4 TWh. Production in Poland increased by 3% due to a higher share of biomass combustion at the ELCHO Power Plant.

The sold heat from CEZ Group’s generation sources in the Czech Republic decreased by 2,800 TJ (15%) year-on-year due to the above-average temperatures in 2014. In Poland, the volume of heat produced declined by 500 TJ (10%).

Distribution & Sale Central Europe registered a year-on-year decrease in EBITDA of CZK 0.2bn. In distribution, with a zero impact year-on-year, there was a decrease in allowed revenues and a decrease in the distributed amount of electricity due to a warm winter in 2014 (CZK -1.3bn); in contrast, a positive effect was produced especially by a reduction in regulated costs due to a shared service center project and more accurately determined volume of unbilled electricity. EBITDA in sales decreased by CZK 0.2bn year-on-year. The decrease in sales of both electricity and gas was influenced by the warmer-than-average year 2014. A 10% decrease in the list price of gas from May 1, 2013 had a negative effect. By contrast, the lower average purchase price of electricity had a positive effect. The volume of electricity sold to end customers in the Czech Republic and Slovakia decreased by 0.8 TWh (3.2%) year-on-year; sales of gas to end customers decreased by 0.7 TWh (11.4%) year-on-year due to lower deliveries.

The Mining Central Europe segment registered a CZK 0.9bn decrease in EBITDA year-on-year in connection with lower electricity production at coal-fired plants and less demand for sorted coal due to an extremely warm winter (CZK -1.4bn), which was partially compensated for by cuts in fixed costs (CZK +0.5bn).

EBITDA of the Other Central Europe segment declined by CZK 0.7bn year-on-year due to lower sales and margin on intra-group services, in particular with ČEZ Distribution Services (ČEZ Distribuční služby, s.r.o.) and ČEZ ICT Services.

The EBITDA of the Power Production & Trading Southeast Europe segment was down by CZK 1.4bn year-on-year due to unfavorable developments in the regulatory environments of Romania and Bulgaria. The negative developments in Bulgaria (CZK -0.5bn) can be attributed primarily to a lower regulated purchase price of electricity from the Varna Power Plant and a lower sold availability of the cold reserve. The financial performance of the Romanian wind farms in Fântânele and Cogealac (CZK -1.0bn)