Amendment to Annual Report of a Foreign Private Issuer — Form 20-F Filing Table of Contents
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(Exact name of registrant as
specified in its charter)
ENEL S.p.A.
(Translation of
registrant’s name into English)
Italy
(Jurisdiction of incorporation
or organization)
Viale Regina Margherita 137,
Rome, Italy
(Address of principal executive
offices)
Securities registered or to be
registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
American Depositary Shares
New York Stock Exchange
Ordinary shares with a par value of €1 each
New York Stock Exchange(*)
Securities registered or to be
registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a
reporting obligation pursuant to Section 15(d) of the
Act:
None (Title of
Class)
Indicate the number of outstanding shares of each of the
issuer’s classes of capital or common stock as of the close
of the period covered by the annual report.
6,176,196,279
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes ţ No o
If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports
pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934.
Yes o No ţ
Note — checking the box above will not relieve any
registrant required to file reports pursuant to Section 13
or 15 (d) of the Securities Exchange Act of 1934 from their
obligations under those sections.
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes ţ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of “accelerated filer and large
accelerated filer” in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer ţ Accelerated
filer o Non-accelerated
filer o
Indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17 o Item 18 ţ
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in
Rule 12b-2
of the Exchange Act).
Yes o No ţ
(*)
Not for trading, but only in
connection with the registration of the American Depositary
Shares.
EXPLANATORY
NOTE
This Amendment No.1 to our Annual Report on Form 20-F as filed
on June 29, 2007 is being filed solely to remove the single
word “(unaudited)” from the title of Note 25 of the
Consolidated Financial Statements included therein, as appearing
on
page F-102
thereof.
1
ITEM 18.
FINANCIAL
STATEMENTS
INDEX TO
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
F-108
2
ITEM 19.
EXHIBITS
Index to
Exhibits filed with this Amendment No. 1
12.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
12.2 Certification of Principal Financial Officers pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1 Certification of Chief Executive Officer and Chief
Financial Officers pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
3
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
ENEL S.p.A.:
We have audited the accompanying consolidated balance sheets of
ENEL S.p.A. and subsidiaries (“the Company”) as of
December 31, 2006 and 2005, and the related consolidated
statements of income, changes in shareholders’ equity and
cash flows for each of the years in the three-year period ended
December 31, 2006. These consolidated financial statements
are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits. We did not audit the
consolidated financial statements of the subsidiary Wind
Telecomunicazioni S.p.A. and its consolidated subsidiaries
(“Wind”) for the year ended December 31, 2004,
which statements reflect total consolidated revenues
constituting 13% for the year ended December 31, 2004 of
the related consolidated total (including revenues from
discontinued operations). Those statements were audited by other
auditors whose report has been furnished to us, and our opinion,
insofar as it relates to the amounts included for Wind, is based
solely on the report of the other auditors.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits, and the
report of other auditors, provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the report of other
auditors, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of the Company as of December 31, 2006 and 2005,
and the results of their operations and their cash flows for
each of the years in the three-year period ended
December 31, 2006, in conformity with International
Financial Reporting Standards adopted by the European Union.
International Financial Reporting Standards adopted by the
European Union vary in certain significant respects from U.S.
generally accepted accounting principles. Information relating
to the nature and effect of such differences is presented in
Notes 23 and 24 to the consolidated financial statements.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of ENEL S.p.A.’s internal control over
financial reporting as of December 31, 2006, based on
criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO), and our report dated
June 28, 2007 expressed an unqualified opinion on
management’s assessment of, and the effective operation of,
internal control over financial reporting.
Net income/(charges) from commodity risk management
9
(614
)
272
(16
)
(810
)
Operating income
5,819
5,538
5,870
7,679
Financial income
10
513
230
365
677
Financial expense
10
(1,160
)
(944
)
(1,192
)
(1,530
)
Loss from investments accounted for using the equity method
11
(4
)
(30
)
(25
)
(5
)
Income before taxes
5,168
4,794
5,018
6,821
Income taxes
12
2,067
1,934
2,116
2,728
Income from continuing operations
3,101
2,860
2,902
4,093
Income (loss) from discontinued operations, net of tax
13
—
1,272
(155
)
—
Income for the year (shareholders of Parent Company and
minority interests)
3,101
4,132
2,747
4,093
Attributable to minority interests
65
237
116
86
Attributable to shareholders of Parent Company
3,036
3,895
2,631
4,007
Earnings per share (euro)
0.50
0.67
0.45
0.66
Diluted earnings per share (euro)
0.50
*
0.67
*
0.45
*
0.66
Earnings from continuing operations per share (euro)
0.50
0.46
0.48
0.54
Diluted earnings from continuing operations per share (euro)
0.50
*
0.46
*
0.48
*
0.54
Earnings from discontinued operations per share (euro)
0.00
0.21
(0.03
)
Diluted earnings from discontinued operations per share (euro)
0.00
0.21
*
(0.03
)*
(*)
Calculated on the basis of the average number of ordinary shares
in the year (6,169,511,965 in 2006, 6,142,108,113 in 2005,
6,083,948,691 in 2004) adjusted for the diluting effect of
outstanding stock options (65 million in 2006,
29 million in 2005, 102 million in 2004). Earnings and
diluted earnings per share, calculated on the basis of options
exercised to date, do not change with respect to the figures
calculated as above.
The accompanying notes are an integral part of these
consolidated financial statements.
Enel S.p.A. (the “Parent”) and its subsidiaries (the
“Subsidiaries” or the “Subsidiary
Companies”), (collectively the “Company” or
“Enel”) are involved in the generation, distribution
and sale of electricity, providing the majority of the electric
service in Italy. Gas distribution and sale, fuel trading,
engineering and contracting represent the other principal
activities of Enel. International operations are mainly
represented by the generation and distribution of electricity in
Europe, North and Latin America.
Enel’s privatization was launched in 1999 when 31.7% of its
capital stock, were placed on the market by the Italian
Government through the Italian Ministry of Economy and Finance
(the “MEF”). In 2003, further approximate 6.6% of
Enel’s capital stock was sold in a private placement. In
2004, an additional 18.9% of Enel’s capital stock was sold
through a public offering. In July 2005, further 9.4% of
Enel’s share capital was sold through a public offering in
Italy and a private placement to institutional investors. At
December 31, 2006, 21.14% of the share capital of the
Parent Company is owned by the MEF and 10.16% is owned by Cassa
Depositi e Prestiti S.p.A., a government held entity. As of that
date, no other entity or individual held 2% or more of the
Company’s outstanding ordinary shares.
Following are the significant acquisitions and disposals during
the three years period ended December 31, 2006 as further
described in note 4:
a. In 2004, the Company purchased Ottogas Group,
Sicilmetano Group and Italgestioni Group, all active in the
distribution and sale of gas for a total of
€104 million. These acquisitions were accounted as for
a purchases, with resulting goodwill of €8 million.
b. On June 23, 2004, the Company completed the Initial
Public Offering (IPO) of 50% of the share capital of Terna, its
subsidiary constituting the Transmission Division. Under the
terms of the IPO, 1,000,000 shares were sold to financial
institutions and to the public at €1.70 per share. In 2005
the Company completed a further two disposals amounting to
43.85% of Terna’s capital for a total consideration of
€1,315 million, with a resulting gain of
€1,149 million.
c. On April 28, 2005the Company acquired a 24.62%
stake in Romanian electricity distribution companies Electrica
Banat and Electrica Dobrogea for €51 million. The
total value of the transaction, equal to €131 million,
included the simultaneous subscription in a capital increase,
bringing Enel’s share in the two companies to 51%.
d. On August 11, 2005 Enel completed the first step of
the sale of its Telecommunication business
(Wind Telecomunicazioni SpA) to Weather Investment
(Weather). Specifically, the Company sold a 62.75% stake in Wind
to a subsidiary of Weather for €2,986 million, fully
paid in cash, with a resulting gain of €4 million. On
the same date, Enel also subscribed to a capital increase in
Weather, acquiring a 5.2% stake for €305 million and
both companies entered into a mutual put and call option on
6.28% of the capital stock of Wind for €328 million to
be paid in cash. On February 8, 2006, Weather exercised the
call option on the 6.28% interest in Wind for a consideration of
€328 million fully paid in cash. The Company also
contributed to Weather its remaining 30.97% stake in Wind in
exchange for a 20.9% ownership interest in Weather. On
December 21, 2006 Enel sold its 26.1% in Weather, which it
had obtained in the Wind-Weather exchange of shares, for a total
consideration of €1,962 million. The agreement
envisaged the sale of 10% of Weather to a wholly-owned Weather
subsidiary and the remaining 16.1% to its parent company Weather
Investments II S.ŕ.r.l. (Weather II).
e. On April 28, 2006 Enel acquired, for
€840 million, a 66% interest in Slovenské
elektrárne, a company that generates electricity in
Slovakia. This acquisition was accounted for as purchase, with
resulting goodwill of €561 million.
f. On May 30, 2006 Union Fenosa exercised the call
option on 30% of Enel Union Fenosa Renovables (EUFER). The
Company and Union Fenosa now control 50% of EUFER share capital
and they have the joint management of EUFER. Union Fenosa paid
Enel a total consideration of €72 million.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
g. On June 14, 2006 Enel exercised the call option on
the minority interest of 40% in Maritza East III Power
Holding. Following this transaction, the Company now holds a 73%
stake in Enel Maritza East 3 (formerly Maritza East III
Power Company), a Bulgarian generation company. Furthermore, the
same day, Enel purchased for €4 million a 100%
interest in Maritza O&M Holding Netherlands, a holding
company that owns 73% of Enel Operations Bulgaria (formerly
Maritza East 3 Operating Company), which is responsible for the
maintenance of the Maritza East III power station; this
acquisition was accounted as for a purchase, with a resulting
goodwill of €2 million.
h. On June 21, 2006 Enel completed the acquisition of
a 49.5% interest in Res Holdings, which holds a 100% stake in
the Russian firm RusEnergoSbyt (energy trading and sales); the
acquisition, for €84 million, was accounted for as
purchase, with a resulting goodwill of €80 million.
Enel now exercises joint control over the company together with
the other shareholders; as a result, the company is consolidated
on a proportionate basis.
i. On August 1, 2006, Enel purchased a 100% stake in
Hydro Quebec Latin America (now Enel Panama), which exercises,
together with the Company’s partner Globeleq (a private
equity fund), de facto control over Fortuna, a Panamanian hydro
generation company. This acquisition, with a total exchange
value of €119 million, was accounted as for a purchase
with a resulting goodwill of €62 million.
(2)
SUMMARY
OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
Accounting
policies and measurement criteria
Enel SpA, which operates in the energy utility sector, has its
registered office in Rome, Italy. The consolidated financial
statements of the Company for the year ended December 31,2006 comprise the financial statements of the Company and its
subsidiaries (“the Group”) and the Group’s
holdings in associated companies and joint ventures.
Compliance
with IFRS/IAS
The consolidated financial statements for the year ended
December 31, 2006 have been prepared in compliance with
international accounting standards (International Accounting
Standards (IAS) or International Financial Reporting Standards
(IFRS), the interpretations of the International Financial
Reporting Interpretations Committee (IFRIC) and the Standing
Interpretations Committee (SIC) endorsed by the European Union
(hereinafter, “IFRS-EU”).
Basis of
presentation
The consolidated financial statements consist of the
consolidated statements of income, the consolidated balance
sheets, the consolidated statements of changes in
shareholders’equity, the consolidated statements of cash
flows and the related notes.
The assets and liabilities reported in the consolidated balance
sheet are classified on a “current/non-current basis”,
with separate reporting of assets and liabilities held for sale.
Current assets, which include cash and cash equivalents, are
assets that are intended to be realized, sold or consumed during
the normal operating cycle of the company or in the twelve
months following the balance-sheet date; current liabilities are
liabilities that are expected to be settled during the normal
operating cycle of the company or within the twelve months
following the close of the financial year.
The consolidated income statement is classified on the basis of
the nature of costs, while the indirect method is used for the
cash flow statement.
The consolidated financial statements are presented in euro, the
functional currency of the Parent Company Enel SpA. All figures
are shown in millions of euro unless stated otherwise.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The financial statements are prepared using the cost method,
with the exception of items that are measured at fair value
under IFRS-EU, as specified in the measurement policies for the
individual items.
In addition, it may also be noted that changes made to the
classification of certain transactions recognized in the income
statement in 2006, which are essentially related to the
management of commodity risk, resulted in related
reclassifications of the comparative figures for 2005 and 2004.
The Company’s Consolidated Financial Statements are
presented in euro. The translations of the euro amounts into
U.S. Dollars (“USD”) at the rate of USD 1.3197 to
1 euro are included solely for the convenience of the
reader, using the noon buying rate in New York City for cable
transfers in euro, as certified for customs purposes by the
Federal Reserve Bank of New York on December 31, 2006. The
convenience translations should not be construed as
representations that the euro amounts have been, could have
been, or could in the future be, converted into USD at this or
any other rate of exchange.
Use of
estimates
Preparing the consolidated financial statements under IFRS-EU
requires the use of estimates and assumptions that impact the
carrying amount of assets and liabilities and the related
information on the items involved as well as the disclosure
required for contingent assets and liabilities at the balance
sheet date. The estimates and the related assumptions are based
on previous experience and other factors considered reasonable
in the circumstances. They are formulated when the carrying
amount of assets and liabilities is not easily determined from
other sources. The actual results may therefore differ from
these estimates. The estimates and assumptions are periodically
revised and the effects of any changes are reflected in the
income statement if they only involve that period. If the
revision involves both the current and future periods, the
change is recognized in the period in which the revision is made
and in the related future periods.
A number of accounting policies are considered especially
important for understanding the financial statements. To this
end, the following section examines the main items affected by
the use of estimates, as well as the main assumptions used by
management in measuring these items in compliance with the
IFRS-EU. The critical element of such estimates is the use of
assumptions and professional judgments concerning issues that
are by their very nature uncertain.
Changes in the conditions underlying the assumptions and
judgments could have a substantial impact on future results.
Revenue
recognition
Revenues from sales to retail and wholesale customers are
recognized on an accruals basis. Revenues from sales of
electricity and gas to retail customers are recognized at the
time the electricity or gas is supplied on the basis of periodic
meter readings and also include an estimate of the value of
electricity and gas consumption between the date of the last
meter reading and the year end. Revenues between the date of the
meter reading and the end of the year are based on estimates of
the daily consumption of individual customers calculated on the
basis of their consumption record, adjusted to take account of
weather conditions and other factors that may affect consumption.
Pensions
and other post-employment benefits
Part of the Group’s employees participate in pension plans
offering benefits based on their wage history and years of
service.
Certain employees are also eligible for other post-employment
benefit schemes. The expenses and liabilities of such plans are
calculated on the basis of estimates carried out by consulting
actuaries, who use a combination of statistical and actuarial
elements in their calculations, including statistical data on
past years and forecasts of future costs.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Other components of the estimation that are considered include
mortality and withdrawal rates as well as assumptions concerning
future developments in discount rates, the rate of wage
increases and trends in the cost of medical care.
These estimates can differ significantly from actual
developments owing to changes in economic and market conditions,
increases or decreases in withdrawal rates and the lifespan of
participants, as well as changes in the effective cost of
medical care.
Such differences can have a substantial impact on the
quantification of pension costs and other related expenses.
Recoverability
of non-current assets
The carrying amount of non-current assets held and used
(including goodwill and other intangibles) and assets held for
sale is reviewed periodically and wherever circumstances or
events suggest that more frequent review is necessary.
Where the value of a group of non-current assets is considered
to be impaired, the carrying amount of the group of assets is
written down to its recoverable value, as estimated on the basis
of the use of the assets and their future disposal, in
accordance with the company’s most recent plans.
The estimates of such recoverable values are considered
reasonable. Nevertheless, possible changes in the estimation
factors on which the calculation of such values is performed
could generate different recoverable values. The analysis of
each group of non-current assets is unique and requires
management to use estimates and assumptions considered prudent
and reasonable in the specific circumstances.
Recoverability
of deferred tax assets
At December 31, 2006, the financial statements report
deferred tax assets in respect of tax losses to be reversed in
subsequent years in an amount whose recovery is considered by
management to be highly probable.
The recoverability of such assets associated with losses carried
forward is subject to the achievement of future profits
sufficient to absorb such losses.
The assessment takes account of the estimate of future taxable
income and is based on prudent tax planning strategies. However,
where the Group should become aware that it would be unable to
recover all or part of such tax assets in future years, the
consequent adjustment of the assets would be taken to the income
statement in the year in which this circumstance arises.
Litigation
The Enel Group is involved in various legal disputes regarding
the generation, transport and distribution of electricity. In
view of the nature of such litigation, it is not possible to
predict the outcome of such disputes, which in some cases could
be unfavorable.
Nevertheless, provisions have been recognized to cover all
significant liabilities for cases in which management believes
an adverse outcome is likely and a reasonable estimate of the
amount of the loss can be made.
The Group is also involved in various disputes regarding urban
planning and environmental issues (mainly regarding exposure to
electromagnetic fields) associated with the construction and
operation of a number of generation facilities and power lines.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Provision
for doubtful receivables
The provision for doubtful receivables reflects estimates of
losses on the Group’s receivables. Provisions have been
made against expected losses calculated on the basis of
historical experience with receivables with similar credit risk
profiles, current and historical arrears, eliminations and
collections, as well as the careful monitoring of the quality of
the receivables portfolio and current and forecast conditions in
the economy and the relevant markets.
Although the provision recognized is considered appropriate, the
use of different assumptions or changes in economic conditions
could lead to changes in the provision and therefore impact net
income.
The estimates and assumptions are reviewed periodically and the
effects of any change are taken to the income statement if they
relate to only that year.. Where changes involve the current and
future years, the variation is recognized in the year in which
the review is conducted and in the related future years.
Decommissioning
and site restoration
In calculating liabilities in respect of decommissioning and
site restoration costs, especially for the decommissioning of
nuclear power plants and the storage of waste fuel and other
radioactive materials, the estimation of future costs is a
critical process in view of the fact that such costs will be
incurred over a very long period of time, estimated at up to
100 years.
The obligation, based on financial and engineering assumptions,
is calculated by discounting the expected future cash flows that
the Company considers it will have to pay for the
decommissioning operation.
The discount rate used to determine the present value of the
liability is the pre-tax risk-free rate and is based on the
economic parameters of the country in which the nuclear plant is
located.
That liability, which requires management to make professional
judgments in calculating its amount, is quantified on the basis
of the technology existing at the measurement date and is
reviewed each year, taking account of developments in
decommissioning and site restoration technology, as well as the
ongoing evolution of the legislative framework and the
sensitivity of governments and the general public to the
protection of health and the environment.
Subsequently, the obligation is increased to reflect the passage
of time and any changes in estimates.
In addition to the items listed above, estimates were also used
with regard to financial instruments, share-based payment plans
and the fair value measurement of assets and liabilities
acquired in business combinations. For these items, the
estimates and assumptions are discussed in the notes on the
accounting policies adopted.
Related
parties
Related parties are mainly parties that have the same parent
company with Enel SpA, companies that directly or indirectly
through one or more intermediaries control, are controlled or
are subject to the joint control of Enel SpA and in which the
latter has a holding that enables it to exercise a significant
influence. Related parties also include the managers with
strategic responsibilities, and their close relatives, of Enel
SpA and the companies over which it exercises direct, indirect
or joint control and over which it exercises a significant
influence. Managers with strategic responsibilities are those
persons who have the power and direct or indirect responsibility
for the planning, management and control of the activities of
the company. They include company directors.
Subsidiaries comprise those entities for which the Group has the
direct or indirect power to determine their financial and
operating policies for the purposes of obtaining the benefits of
their activities. In assessing the existence of a situation of
control, account is also taken of potential voting rights that
are effectively exercisable or
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
convertible. The figures of the subsidiaries are consolidated on
a full
line-by-line
basis as from the date control is acquired until such control
ceases.
Special
purpose entities
The Group consolidates a special purpose entity (SPE) when it
exercises de facto control over such entity. Control is achieved
if in substance the Group obtains the majority of the benefits
produced by the SPE and supports the majority of the remaining
risks or risks of ownership of the SPE, even if it does not own
an equity interest in such entity.
Associated
companies
Associated companies comprise those entities in which the Group
has a significant influence. Potential voting rights that are
effectively exercisable or convertible are also taken into
consideration in determining the existence of significant
influence. These companies are initially recognized at cost and
are subsequently measured using the equity method, allocating
the purchase costs of the assets, liabilities and identifiable
contingent liabilities of the acquired company at their fair
values in an analogous manner to the treatment of business
combinations. The Group’s share of profit or loss is
recognized in the consolidated financial statements from the
date on which it acquires the significant influence over the
entity until such influence ceases.
Should the Group’s share of the loss for the period exceed
the carrying amount of the equity investment, the latter is
impaired and any excess loss is recognized as a provision if the
Group has a legal or constructive obligation to cover the
associate’s loss.
Joint
ventures
Interests in joint ventures — enterprises in which the
Group exercises joint control with other entities —
are consolidated using the proportionate method. The Group
recognizes its share of the assets, liabilities, revenues and
expenses on a
line-by-line
basis in proportion to the Group’s share in the entity from
the date on which joint control is acquired until such control
ceases. Potential voting rights that are effectively exercisable
or convertible are taken into consideration in determining the
existence of joint control.
The following table reports the contribution of joint ventures
to the main aggregates in the consolidated financial statements:
Includes amounts for companies over which Enel Unión Fenosa
Renovables exercises joint control.
Consolidation
procedure
The financial statements of subsidiaries used to prepare the
consolidated financial statements were prepared at
December 31, 2006 in accordance with the accounting
policies adopted by the Parent Company.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
All intragroup balances and transactions, including any
unrealized profits or losses on transactions within the Group,
are eliminated, net of the theoretical tax effect. Unrealized
profits and losses with associates and joint ventures are
eliminated for the part attributable to the Group.
In both cases, unrealized losses are eliminated except when
relating to impairment.
Translation
of foreign currency items
Each subsidiary prepares its financial statements in the
functional currency of the economy in which it operates.
Transactions in currencies other than the functional currency
are recognized in these financial statements at the exchange
rate prevailing on the date of the transaction. Monetary assets
and liabilities denominated in a foreign currency other than the
functional currency are later adjusted using the balance sheet
exchange rate. Any exchange rate differences are recognized in
profit or loss.
Non-monetary assets and liabilities in foreign currency stated
at historic cost are translated using the exchange rate
prevailing on the date of initial recognition of the
transaction. Non-monetary assets and liabilities in foreign
currency carried at fair value are translated using the exchange
rate prevailing on the date the related carrying amount is
determined.
Translation
of financial statements denominated in a foreign
currency
For the purposes of the consolidated financial statements, all
profits/losses, assets and liabilities are stated in euro, which
is the functional currency of the Parent Company, Enel SpA.
In order to prepare the consolidated financial statements, the
financial statements of consolidated companies in functional
currencies other than the euro are translated into euro by
applying the relevant period-end exchange rate to the assets and
liabilities, including goodwill and consolidation adjustments,
and the average exchange rate for the period.
Any resulting exchange rate gains or losses are recognized as a
separate component of equity in a special reserve. The gains and
losses are recognized in the income statement on the disposal of
the subsidiary.
Business
combinations
All business combinations are recognized using the purchase
method, where the purchase cost is equal to the fair value at
the date of the exchange of the assets acquired and the
liabilities assumed, plus any costs directly attributable to the
acquisition. This cost is allocated by recognizing the assets,
liabilities and identifiable contingent liabilities of the
acquired company at their fair values. Any positive difference
between the purchase cost and the fair value of the share of the
net assets acquired attributable to the Group is recognized as
goodwill. Any negative difference is recognized in profit or
loss. If the fair values of the assets, liabilities and
contingent liabilities can only be calculated on a provisional
basis, the business combination is recognized using such
provisional values. Any adjustments resulting from the
completion of the measurement process are recognized within
twelve months of the date of acquisition.
On first-time adoption of the IFRS-EU, the Group elected to not
apply IFRS 3 (Business combinations) retrospectively to
acquisitions carried out before January 1, 2004.
Accordingly, the goodwill associated with acquisitions carried
out prior to the IFRS-EU transition date is still carried at the
amount reported in the last consolidated financial statements
prepared on the basis of previous accounting principles
(December 31, 2003).
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Property,
plant and equipment
Property, plant and equipment is recognized at historical cost,
including directly attributable ancillary costs necessary for
the asset to be ready for use. It is increased by the present
value of the estimate of the costs of decommissioning and
removing the asset where there is a legal or constructive
obligation to do so. The corresponding liability is recognized
under provisions for risks and charges. The accounting treatment
of changes in the estimate of these costs, the passage of time
and the discount rate is discussed under “Provisions for
risks and charges”. Financial charges in respect of loans
granted for the purchase of the assets are recognized in profit
or loss as an expense in the period they accrue.
Certain items of property, plant and equipment that were
revalued at January 1, 2004 (the transition date) or in
previous periods are recognized at their revalued amount, which
is considered as their deemed cost at the revaluation date.
Subsequent expenditure relating to an item of property, plant
and equipment is recognized as an increase in the carrying
amount of the asset when it is probable that future economic
benefits deriving from the cost incurred to replace a component
of such item will flow to the enterprise and the cost of the
item can be reliably determined. All other expenditure is
recognized as an expense in the period in which it is incurred.
Where major components of property, plant and equipment have
different useful lives, the components are recognized and
depreciated separately.
The cost of replacing part or all of an asset is recognized as
an increase in the value of the asset and is depreciated over
its useful life; the net carrying amount of the replaced unit is
eliminated through profit or loss, with the recognition of any
capital gain/loss.
Property, plant and equipment is reported net of accumulated
depreciation and any impairment losses determined as set out
below. Depreciation is calculated on a straight-line basis over
the item’s estimated useful life, which is reviewed
annually, and any changes are reflected on a prospective basis.
Depreciation begins when the asset is ready for use. The
estimated useful life of the main items of property, plant and
equipment is as follows:
Useful life
Civil buildings
40 years
Hydroelectric power plants(1)
40 years
Thermal power plants(1)
40 years
Nuclear power plants
40 years
Geothermal power plants
20 years
Alternative energy power plants
20 years
Transport lines
40 years
Transformation plant
32-42 years
Medium- and low-voltage distribution networks
30-40 years
Gas distribution networks and meters
25-50 years
Telecommunications systems and networks
5.5-20 years
Industrial and commercial equipment
4 years
(1)
Excluding assets to be relinquished at end of concession, which
are depreciated over the duration of the concession if shorter
than useful life.
Land, both unbuilt and on which civil and industrial buildings
stand, is not depreciated as it has an indefinite useful life.
The Group is the concession holder for the distribution and sale
of electricity to the regulated market (non-eligible customers).
The concession, granted by the Ministry for Economic
Development, was issued free of charge
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
and terminates on December 31, 2030. If the concession is
not renewed upon expiry, the grantor is required to pay Enel an
indemnity, at current values, for the assets owned by the Group
that serve the concession. These assets, which comprise the
electricity distribution networks, are recognized under
“Property, plant and equipment” and are depreciated
over their useful lives.
The Group’s plants include assets to be relinquished free
of charge at the end of the concession. These mainly relate to
major water diversion works and the public lands used for the
operation of the thermal power plants. The concessions terminate
in 2029, and in 2020 respectively (2010 for plants located in
the Autonomous Provinces of Trento and Bolzano). If the
concessions are not renewed, at those dates all intake and
governing works, penstocks, outflow channels and other assets on
public lands will be relinquished free of charge to the State in
good operating condition. The Group believes that the existing
ordinary maintenance programs ensure that the assets will be in
good operating condition at the termination date.
Accordingly, depreciation on assets to be relinquished is
calculated over the shorter of the term of the concession and
the remaining useful lives of the assets.
The Group also operates in the gas distribution sector under
concessions granted by local authorities for terms not exceeding
twelve years. Local authorities can use service agreements to
regulate the terms and conditions of the distribution service,
as well as quality targets to be achieved. The concessions are
granted based upon the financial conditions, quality and safety
standards, investment plans, and technical and managerial
expertise offered. The majority of the gas distribution
concessions held by Enel expire on December 31, 2009. For
the majority of the concessions, upon expiry the local
authorities will hold new tenders to renew the concession. If
the concession is not renewed, the new concession holder is
required to pay to the Group an indemnity equal to the fair
value of the assets that serve the concession. For certain
concessions, on the expiry date the distribution networks will
be relinquished free of charge to the local authorities in good
operating condition. Such assets are carried under
“Property, plant and equipment” and are depreciated
over their useful life, where the concession agreement provides
for an indemnity at the end of the concession period, or on the
basis of the shorter of the term of the concession and the
remaining useful life of the assets, where the assets are to be
relinquished free of charge at the end of the concession.
Property, plant and equipment acquired under finance leases,
whereby all risks and rewards incident to ownership are
substantially transferred to the Group, are initially recognized
as Group assets at the lower of fair value and the present value
of the minimum lease payments due, including the payment
required to exercise any purchase option. The corresponding
liability due to the lessor is recognized under financial
payables. The assets are depreciated on the basis of their
useful lives. If it is not reasonably certain that the Group
will acquire the assets at the end of the lease, they are
depreciated over the shorter of the lease term and the useful
life of the assets.
Leases where the lessor retains substantially all risks and
rewards incident to ownership are classified as operating
leases. Operating lease costs are taken to profit or loss on a
systematic basis over the term of the lease.
Intangible
assets
Intangible assets, all with a definite useful life, are measured
at purchase or internal development cost, when it is probable
that the use of such assets will generate future economic
benefits and the related cost can be reliably determined.
The cost includes any directly attributable incidental expenses
necessary to make the assets ready for use. The assets are shown
net of accumulated amortization and any impairment losses,
determined as set out below.
Amortization is calculated on a straight-line basis over the
item’s estimated useful life, which is evaluated annually;
any changes in amortization policies are reflected on a
prospective basis.
Amortization commences when the asset is ready for use.
The estimated useful life of the significant intangible assets
is reported in Note 15.b.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Goodwill deriving from the acquisition of subsidiaries,
associated companies or joint ventures is allocated to each of
the cash-generating units identified. After initial recognition,
goodwill is not amortized and is adjusted for any impairment
losses, determined using the criteria described in the notes.
Goodwill relating to equity investments in associates is
included in their carrying amount.
Impairment
losses
Property, plant and equipment and intangible assets with a
definite life are reviewed at least once a year to determine
whether there is evidence of impairment. If such evidence
exists, the recoverable amount of any property, plant and
equipment and intangible assets with a definite life is
estimated.
The recoverable amount of goodwill and intangible assets with an
indefinite useful life, if any, as well as that of intangible
assets not yet available for use, is estimated annually.
The recoverable amount is the higher of an asset’s fair
value less selling costs and its value in use.
Value in use is determined by discounting estimated future cash
flows using a pre-tax discount rate that reflects the current
market assessment of the time value of money and the specific
risks of the asset. The recoverable amount of assets that do not
generate independent cash flows is determined based on the
cash-generating unit to which the asset belongs.
An impairment loss is recognized in the income statement if an
asset’s carrying amount or that of the cash-generating unit
to which it is allocated is higher than its recoverable amount.
Impairment losses of cash generating units are first charged
against the carrying amount of any goodwill attributed to it and
then against the value of other assets, in proportion to their
carrying amount.
With the exception of those recognized for goodwill, impairment
losses are reversed if the impairment has been reduced or is no
longer present or there has been a change in the assumptions
used to determine the recoverable amount.
Inventories
Inventories are measured at the lower of cost and net estimated
realizable value. Average weighted cost is used, which includes
related ancillary charges. Net estimated realizable value is the
estimated normal selling price net of estimated selling costs.
The consumption of nuclear fuel is recognized on the basis of
the energy generated by the nuclear power plants.
Financial
instruments
Debt
securities
Debt securities that the Company intends and is able to hold
until maturity are recognized at the trade date and, upon
initial recognition, are measured at fair value including
transaction costs; subsequently, they are measured at amortized
cost using the effective interest rate method, net of any
impairment losses.
For securities measured at fair value through shareholders’
equity (available-for-sale securities), when a reduction in fair
value has been recognized directly in equity and there is
objective evidence that such securities have suffered an
impairment loss, the cumulative loss recognized in equity is
reversed to the income statement. For securities measured at
amortized cost (loans and receivables or held-to-maturity
investments), the amount of the loss is equal to the difference
between the carrying amount and the present value of future cash
flows discounted using the original effective interest rate.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Debt securities held for trading and designated at fair value
through profit or loss are initially recognized at fair value
and subsequent variations are recognized in profit or loss.
Equity
investments in other entities and other financial
assets
Equity investments in entities other than subsidiaries,
associates and joint ventures as well as other financial assets
are recognized at fair value with any gains or losses recognized
in equity (if classified as “available for sale”) or
in profit or loss (if classified as “fair value through
profit or loss”). On the sale of available-for-sale assets,
any accumulated gains and losses are released to the income
statement.
When the fair value cannot be determined reliably, equity
investments in other entities are measured at cost adjusted by
impairment losses with any gains or losses recognized in profit
or loss. Such impairment losses are measured as the difference
between the carrying amount and the present value of future cash
flows discounted using the market interest rate for similar
financial assets. The losses are not reversed.
Other assets classified under “loans and receivables”
are initially recognized at fair value adjusted for transaction
costs and are subsequently measured at amortized cost using the
effective interest rate method, net of any impairment losses.
Cumulative impairment losses for assets measured at fair value
through shareholders’ equity are equal to the difference
between the purchase cost (net of any principal repayments and
amortization) and the current fair value, reduced for any loss
already recognized through profit or loss, and are reversed from
equity to the income statement to the extent attributable to the
year in which such loss is incurred.
Trade
receivables
Trade receivables are recognized at amortized cost, net of any
impairment losses. Impairment is determined on the basis of the
present value of estimated future cash flows, discounted at the
original effective interest rate.
Trade receivables falling due in line with generally accepted
trade terms are not discounted.
Cash and
cash equivalents
This category is used to record cash and cash equivalents that
are available on demand or at very short term, and do not incur
collection costs.
Cash and cash equivalents are reported net of bank overdrafts at
period-end in the consolidated statement of cash flows.
Trade
payables
Trade payables are recognized at amortized cost. Trade payables
falling due in line with generally accepted trade terms are not
discounted.
Financial
liabilities
Financial liabilities other than derivatives are initially
recognized at the settlement date at fair value, less directly
attributable transaction costs. Financial liabilities are
subsequently measured at amortized cost using the effective
interest rate method.
Derivative
financial instruments
Derivatives are recognized at the trade date at fair value and
are designated as hedging instruments, if at all, when the
relationship between the derivative and the hedged item is
formally documented and the effectiveness of the hedge (assessed
periodically) is high.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The manner in which the result of measurement at fair value is
recognized depends on the type of hedge accounting adopted, if
any.
When the derivatives are used to hedge the risk of changes in
the fair value of hedged assets or liabilities, any changes in
the fair value of the hedging instrument are taken to income
statement. The adjustments in the fair values of the hedged
assets or liabilities are also taken to income statement to the
extent of the risk being hedged.
When derivatives are used to hedge the risk of changes in the
cash flows generated by the hedged items, changes in fair value
are initially recognized in equity, in the amount qualifying as
effective, and subsequently released to profit or loss in line
with the gains and losses on the hedged item.
Hedge ineffectiveness and fair value changes on non-hedging
derivatives are taken to income statement.
Changes in the fair value of derivatives that do not qualify for
hedge accounting are recognized in the income statement.
Employee
benefits
Liabilities related to employee benefits paid upon leaving or
after ceasing employment in connection with defined benefit
plans or other long-term benefits accrued during the employment
period, which are recognized net of any plan assets, are
determined separately for each plan, using actuarial assumptions
to estimate the amount of the future benefits that employees
have accrued at the balance sheet date. The liability is
recognized on an accruals basis over the vesting period of the
related rights. These appraisals are performed by independent
actuaries.
The cumulative actuarial gains and losses exceeding 10% of the
greater of the present value of the defined benefit obligation
and the fair value of the plan assets are recognized in profit
or loss over the expected average remaining working lives of the
employees participating in the plan. Otherwise, they are not
recognized.
Where there is a demonstrable commitment, with a formal plan
without realistic possibility of withdrawal, to a termination
before retirement eligibility has been reached, the benefits due
to employees in respect of the termination are recognized as a
cost and measured on the basis of the number of employees that
are expected to accept the offer.
Share-based
payments
The cost of services rendered by employees and remunerated
through stock option plans is determined based on the fair value
of the options granted to employees at the grant date.
The calculation method to determine the fair value considers all
characteristics of the option (option term, price and exercise
conditions, etc.), as well as the Enel share price at the grant
date, the volatility of the stock and the yield curve at the
grant date consistent with the expected life of the plan. The
pricing model used is the Cox-Rubinstein.
This cost is recognized in the income statement over the vesting
period considering the best estimate possible of the number of
options that will become exercisable.
Provisions
for risks and charges
Accruals to the provisions for risks and charges are recognized
where there is a legal or constructive obligation as a result of
a past event at period-end, the settlement of which is expected
to result in an outflow of resources whose amount can be
reliably estimated.
Where the impact is significant, the accruals are determined by
discounting expected future cash flows using a pre-tax discount
rate that reflects the current market assessment of the time
value of money and, if applicable, the risks specific to the
liability.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
If the amount is discounted, the increase in the provision over
time is recognized as a financial expense.
Where the liability relates to decommissioning
and/or site
restoration in respect of property, plant and equipment, the
provision offsets the related asset. The expense is recognized
in profit or loss through the depreciation of the item of
property, plant and equipment to which it relates.
Where the liability regards the treatment and storage of nuclear
waste and other radioactive materials, the provision is
recognized against the related operating costs.
Changes in estimates are recognized in the income statement in
the period in which the changes occur, with the exception of
those in the costs of dismantling, removal and remediation
resulting from changes in the timetable and costs necessary to
extinguish the obligation or a change in the discount rate,
which increase or decrease the value of the related assets and
are taken to the income statement through depreciation. Where
they increase the value of the assets, it is also determined
whether the new carrying amount of the assets may not be fully
recoverable. If this is the case, the assets are tested for
impairment, estimating the unrecoverable amount and recognizing
any loss in respect of the impairment.
Where the changes in estimates decrease the value of the assets,
the reduction is recognized up to the carrying amount of the
assets. Any excess is recognized immediately in the income
statement.
Grants
Grants are recognized at fair value when it is reasonably
certain that they will be received or that the conditions for
receipt have been met.
Grants received for specific expenditure or specific assets the
value of which is recognized as an item of property, plant and
equipment or an intangible asset are recognized as other
liabilities and credited to the income statement over the period
in which the related costs are recognized.
Revenues
Revenues are recognized using the following criteria depending
on the type of transaction:
•
revenues from the sale of goods are recognized when the
significant risks and rewards of ownership are transferred to
the buyer and their amount can be reliably determined and
collected;
•
revenues from the sale and transport of electricity and gas
refer to the quantities provided during the period, even if
these have not yet been invoiced, and are determined using
estimates as well as the fixed meter reading figures. Where
applicable, this revenue is based on the rates and related
restrictions established by law, the Authority for Electricity
and Gas and the corresponding foreign authorities during the
applicable period;
•
revenues from the rendering of services are recognized in line
with the stage of completion of the services. Where it is not
possible to reliably determine the value of the revenues, they
are recognized in the amount of the costs that it is considered
will be recovered;
•
connection fees related to the distribution of electricity are
treated independently of any other service connected with the
provision of electricity and therefore are recorded in a single
amount upon completion of the connection service.
With respect to revenues included in discontinued operations in
2004 and 2005:
•
revenues for the telecommunications sector from traffic,
interconnections, and roaming are recorded according to the
usage by customers and telephone operators calculated on an
accrual basis. Such revenues include the amount relating to the
access to and use of the Company’s network by customers and
other domestic and international telephone operators. Revenues
from the sale of rechargeable telephone cards are
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
recorded solely for the amount corresponding to prepaid traffic
effectively used by customers during the year. The prepaid
traffic not yet used as of balance sheet date is recognized as
“deferred income”. Revenues from the sale of mobile
and fixed telephones and related accessories are recorded at the
time of the transfer of ownership.
Financial
income and expense
Financial income and expense is recognized on an accruals basis
in line with interest accrued on the net carrying amount of the
related financial assets and liabilities using the effective
interest rate method.
Dividends
Dividends are recognized when the shareholder’s right to
receive them is established.
Dividends and interim dividends payable to third parties are
recognized as changes in equity at the date they are approved by
the Shareholders’ Meeting and the Board of Directors,
respectively.
Income
taxes
Current income taxes for the period are determined using an
estimate of taxable income and in conformity with the relevant
tax regulations.
Deferred tax liabilities and assets are calculated on the
temporary differences between the carrying amounts of assets and
liabilities in the consolidated financial statements and their
corresponding values recognized for tax purposes on the basis of
tax rates in effect on the date the temporary difference will
reverse, which is determined on the basis of tax rates that are
in force or substantively in force at the balance sheet date.
Deferred tax assets are recognized when recovery is probable,
i.e. when an entity expects to have sufficient future taxable
income to recover the asset.
The recoverability of deferred tax assets is reviewed at each
period-end. Taxes in respect of components recognized directly
in equity are taken directly to equity.
Discontinued
operations and non-current assets held for sale
The assets or groups of assets and liabilities whose carrying
amount will mainly be recovered through sale, rather than
through ongoing use, are shown separately from the other balance
sheet assets and liabilities. Assets classified as held-for-sale
are measured at the lower of the carrying amount and estimated
realizable value, net of selling costs. Any losses are expensed
directly in the income statement. The corresponding values for
the previous period are not reclassified.
Gains or losses on operating assets sold (relating to
discontinued operations) are shown separately in the income
statement, net of the tax effects. The corresponding values for
the previous period are reclassified and reported separately in
the income statement, net of tax effects, for comparative
purposes.
Recently
issued accounting standards
Standards
not yet adopted
In 2006, the European Commission endorsed and published the
following new accounting principles, amendments and
interpretations to supplement the existing standards approved
and published by the International Accounting Standards Board
(IASB) and the International Financial Reporting Committee
(IFRIC).
•
“IFRS 7 — Financial instruments:
disclosure”: this standard supplements the standards for
the recognition, measurement and presentation in the financial
statements of financial assets and liabilities dealt with under
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
IAS 32 “Financial instruments: disclosure and
presentation” and under IAS 39 “Financial instruments:
recognition and measurement” and supersedes IAS 30
“Disclosures in the financial statements of banks and
similar financial institutions”. IFRS 7 requires additional
disclosure of the significance of financial instruments for a
company’s financial performance and position, as well as a
description of management’s objectives, policies and
processes for managing risks associated with financial
instruments. This standard has already been adopted by the
European Commission and takes effect starting as of the
financial statements for periods beginning on or after
January 1, 2007. Enel is assessing any impact this new
standard may have in terms of disclosure in its consolidated
financial statements.
•
“IFRIC 8 — Scope of IFRS 2”: this
interpretation clarifies whether IFRS 2 applies to arrangements
where entities cannot specifically identify a portion or the
entirety of the goods or services received. The issue addressed
in this interpretation provides that, in the case in which the
identifiable consideration received is less than the fair value
of the equity instruments granted or liability incurred, the
unidentifiable good/services received (or to be received) shall
be valued, at the date of granting, at an amount equal to the
difference between the fair value of the share-based payment and
the fair value of the goods/services received (or to be
received). The application of this interpretation, which has
already been adopted by the European Commission, takes effect
starting as of the financial statements for periods beginning on
or after May 1, 2006. The Company is in the process of
evaluating the impact of this standard on its consolidated
financial statements.
•
“IFRIC 9 — Reassessment of embedded
derivatives”: this interpretation establishes that the
company shall assess whether embedded derivatives are to be
recognized separately from the host contract at the time the
company becomes party to the contract. Subsequent reassessment
of the terms of the contract for separate recognition is
prohibited, unless there is a change in the underlying contract
that significantly modifies the related cash flows. Enel
believes that the application of this interpretation, which has
already been adopted by the European Commission and takes effect
starting as of the financial statements for periods beginning on
or after June 1, 2006, will not have a material impact on
its consolidated financial statements.
First-time
adoption of applicable standards
•
Amendment of IAS 19 “Employee benefits”: the primary
changes concern the option for the alternative treatment of
actuarial gains and losses. Enel, which currently applies the
corridor approach, has elected to not adopt the option
introduced by this amendment. The amendment is effective as of
January 1, 2006.
•
“IFRIC 4 — Determining whether an arrangement
contains a lease”: the interpretation establishes the
guidelines for identifying whether, in substance, a contract
constitutes a lease as defined by IAS 17. The amendment is
effective as of January 1, 2006. Specifically, in
determining whether a contract is, or contains, a lease, the
company must look to the substance of the arrangement and verify
whether the contract: (a) explicitly or implicitly provides
for the use of a specific asset or assets without which one of
the parties to the contract would not be able to fulfill its
contractual obligations; (b) transfers the right to use
such assets. The application of this standard had no significant
impact on Enel’s consolidated financial statements.
•
“IFRIC 5 — Rights to interests arising from
decommissioning, restoration and environmental funds”,
effective as of January 1, 2006. This interpretation
establishes the criteria for recognizing and measuring
contributions to funds established to decommission assets that
have the following characteristics: (a) the fund assets are
owned and managed by a legal entity that is distinct from the
company; (b) the company contributing to the fund has a
limited right of access to fund assets. The contributor
separately recognizes its obligation to pay the decommissioning
costs and its interest in the fund. The interest shall be
measured at the lower of: (a) the amount of the
decommission obligation recognized; and (b) the
contributor’s share of the fair value of the net assets of
the fund attributable to contributors. Changes in the carrying
amount of this right to receive a reimbursement other than
contributions to, and payments from, the fund shall be
recognized in the income statement of the period in which the
changes occur. In the case in which the
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
interest in the fund is such as to allow the company to exercise
control, considerable influence or joint control of the fund,
the interest in the fund is recognized, respectively, as an
interest in a subsidiary, associate or joint venture. The
application of this standard had no effect on Enel’s
consolidated financial statements.
(3)
RISK
MANAGEMENT
Market
risk
As part of its operations, Enel is exposed to different market
risks, notably the risk of changes in interest rates, exchange
rates and commodity prices.
To contain this exposure within the limits set at the start of
the year as part of its risk management policies, Enel enters
into derivative contracts using instruments available on the
market.
Transactions that qualify for hedge accounting are designated as
hedging transactions, while those that do not qualify for hedge
accounting are classified as trading transactions.
The average term of length of the hedging transaction is
approximately seven years.
The total ineffective amounts recognized in the income statement
in 2006, 2005 and 2004 are equal to €1.1 million,
€0.9 million and €1 million respectively.
The fair value is determined using the official prices for
instruments traded on regulated markets, where available. The
fair value of instruments not listed on regulated markets is
determined using valuation methods appropriate for each type of
financial instrument and market data as of the close of the
financial year (such as interest rates, exchange rates,
commodity prices, volatility), discounting expected future cash
flows on the basis of the market yield curve at the balance
sheet date and translating amounts in currencies other than the
euro using year-end exchange rates provided by the European
Central Bank. Where possible, contracts relating to commodities
are measured using market prices related to the same instruments
on both regulated and other markets. Contracts for differences
are measured using a model based on the forward prices at the
valuation date for the energy commodity analyzed, estimating
developments in the electricity market in the reference period.
The financial assets and liabilities associated with derivative
instruments are classified as:
•
cash flow hedges, mainly related to hedging the risk of changes
in the cash flows associated with a number of long-term
floating-rate loans and certain contracts entered into by Enel
in order to stabilize revenues from the sale of electricity on
the Italian Power Exchange (two-way contracts for differences);
•
trading derivatives, related to hedging interest and exchange
rate risk and commodity risk but which do not qualify for
recognition under IAS 39 as hedges of specific assets,
liabilities, commitments or future transactions.
The measurement techniques used for the open derivatives
positions at the end of the year are the same as those adopted
the previous year. Accordingly, the impact on profit or loss and
shareholders’ equity of such measurement is essentially
attributable to normal market developments.
The notional value of a derivative is the contractual amount on
the basis of which differences are exchanged. This amount can be
expressed as a value or a quantity (for example tons, converted
into euro by multiplying the notional amount by the agreed
price). Amounts denominated in currencies other than the euro
are translated into euro at the exchange rate prevailing at the
balance-sheet date.
The notional amounts of derivatives reported here do not
represent amounts exchanged between the parties and therefore
are not a measure of the Company’s credit risk exposure.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Interest
rate risk
Various types of derivatives are used to reduce the amount of
debt exposed to interest rate fluctuations and to reduce
borrowing costs. These include interest rate swaps, interest
rate collars and swaptions, as detailed in the following table:
Notional Value
2006
2005
(millions of euro)
Interest rate swaps
5,132
4,866
Interest rate collars
45
62
Swaptions
—
69
Total
5,177
4,997
Interest rate derivatives, specifically interest rate swaps, are
used in order to reduce the amount of debt exposed to changes in
interest rates and to reduce the volatility of borrowing costs.
In an interest rate swap, Enel enters into an agreement with a
counterparty to exchange at specified intervals floating-rate
interest flows for fixed-rate interest flows (agreed between the
parties), both of which are calculated on the basis of a
notional principal amount.
Interest rate collars are used to reduce the impact of potential
increases in interest rates on its floating-rate debt. Such
contracts are normally used when the fixed interest rate that
can be obtained in an interest rate swap is considered too high
with respect to Enel’s expectations for future interest
rate developments. In addition, interest rate collars are also
considered appropriate in periods of uncertainty about future
interest rate developments, in order to benefit from any
decreases in interest rates. In such cases, Enel normally uses
zero-cost collars, which do not require the payment of a premium.
A swaption gives the holder the right to enter into an interest
rate swap with specified characteristics at an agreed future
date. Enel normally acquires the right to pay a fixed rate or
sells the right to receive a fixed rate in the case of the
exercise of the option in order to obtain, where the option is
exercised, a swap paying a fixed rate lower than the current
market rate.
All these contracts are agreed with a notional amount and expiry
date lower than or equal to that of the underlying financial
liability or the expected future cash flows, so that any change
in the fair value
and/or
expected future cash flows is offset by a corresponding change
in the fair value
and/or the
expected future cash flows of the underlying position.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Accordingly, the fair value of the financial derivatives
generally reflects the estimated amount that Enel would have to
pay or receive in order to terminate the contracts at the
balance-sheet date. The following table reports the notional
amount and fair value of interest rate derivatives at
December 31, 2006 and December 31, 2005.
The following table reports the expected net financial
income/(expense) in respect of these derivatives in the coming
years, as well as the related amount resulting from a 10%
increase or decrease in market interest rates. Actual changes in
market interest rates may differ from the hypothetical changes.
Expected net financial income/(expense) in respect of interest
rate derivatives in cash flow hedges.
The market value of interest rate derivatives classified in the
trading book at December 31, 2006 was a negative
€26 million (compared with a negative
€54 million at December 31, 2005).
The following table reports the expected net financial expense
in respect of these derivatives in the coming years, as well as
the expected changes in such expense resulting from a 10%
increase or decrease in market interest rates. Actual changes in
market interest rates may differ from the hypothetical changes.
Expected net financial income/(expense) in respect of interest
rate derivatives in the trading book
In order to reduce the exchange rate risk on foreign currency
assets, liabilities and expected future cash flows, Enel uses
foreign exchange forward and option contracts in order to hedge
cash flows in currencies other than the euro, however, no hedge
accounting is applied in this respect. Payments in foreign
currency are mainly denominated
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
in dollars and Swiss francs. The buy and sell amounts in such
contracts are notional values. Foreign exchange options, which
are negotiated on unregulated markets, give Enel the right or
the obligation to acquire or sell specified amounts of foreign
currency at a specified exchange rate at the end of a given
period of time, normally not exceeding one year. The maturity of
forward contracts does not normally exceed twelve months.
contracts with a notional value of €1,067 million used
to hedge the exchange rate risk associated with purchases of
fuel, imported electricity and expected cash flows in currencies
other than the euro (€1,569 million at
December 31, 2005); and
•
contracts with a notional value of €377 million used
to hedge the exchange rate risk associated with redemptions of
commercial paper issued in currencies other than the euro
(€35 million at December 31, 2005).
These contracts are also normally agreed with a notional amount
and expiry date equal to that of the underlying financial
liability or the expected future cash flows, so that any change
in the fair value
and/or
expected future cash flows of these contracts stemming from a
potential appreciation or depreciation of the euro against other
currencies is fully offset by a corresponding change in the fair
value and/or
the expected future cash flows of the underlying position.
At the end of 2006 Enel also had €50 million in
outstanding forward contracts (€194 million at
December 31, 2005) and €80 million in
options (€73 million at December 31,2005) that were not directly associated with individual
exposures subject to exchange rate risk. The following table
reports the notional amount and fair value of exchange rate
derivatives at December 31, 2006 and December 31, 2005.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The market value of exchange rate derivatives classified in the
trading book at December 31, 2006 was a negative
€22 million (compared with a negative
€6 million at December 31, 2005).
The following table reports the expected net financial
income/(expense) in respect of these derivatives in the coming
years, as well as the expected amount of such expense resulting
from a 10% appreciation or depreciation of the euro against
other significant currencies. Actual changes in market exchange
rates may differ from the hypothetical changes.
Expected net financial income/(expense) in respect of exchange
rate derivatives in the trading book
Various types of derivatives are used to reduce the exposure to
fluctuations in energy commodity prices, especially swaps and
futures.
The exposure to the risk of changes in commodity prices is
associated with the purchase of fuel for power plants and the
purchase and sale of gas under indexed contracts as well as the
purchase and sale of electricity at variable prices (indexed
bilateral contracts and sales on Power Exchange).
The exposures on indexed contracts is quantified by breaking
down the contracts that generate exposure into the underlying
risk factors.
As regards electricity sold on the Italian Power Exchange, Enel
uses two-way contracts for differences, under which
differences are paid to the counterparty if the Single National
Price (SNP) exceeds the strike price and to Enel in the opposite
case. No fixed premium is envisaged for these contracts.
The residual exposure in respect of sales on the Power Exchange
not hedged through two-way contracts for differences is
quantified and managed on the basis of an estimation of
generation costs in Italy. The residual positions thus
determined are aggregated on the basis of uniform risk factors
that can be hedged in the market.
Enel entered into one-way contracts for differences with the
Single Buyer at the end of 2004. Under these contracts, if the
Single National Price (SNP) exceeds the strike price, Enel pays
the difference. The Single Buyer pays Enel a fixed premium equal
to the amount set by the auction for the relevant product.
“Two-way contracts for differences” classified as cash
flow hedges had a positive fair value at December 31, 2006
of €48 million (positive €57 million at
December 31, 2005).
The following table shows the fair value these two-way contracts
for differences would have in the event of a 10% increase or
decrease in the prices of the energy commodities underlying the
model for measuring energy prices on the Italian market. Actual
changes in the price of commodities may differ from the
hypothetical changes.
Two-way
contracts for differences refer to the physical positions in the
underlying energy and, therefore, any negative (positive) change
in the fair value of the derivative instrument corresponds to a
positive (negative) change in the fair value of the underlying
energy, so the impact on the income statement is equal to zero.
Fair value of two-way contracts for differences in cash flow
hedges
Derivatives on energy commodities classified as trading
derivatives had a net negative fair value of
€17 million (a positive €11 million and a
negative €28 million). At December 31, 2005 the
total fair value was a negative €9 million.
The table below shows the fair value that these derivatives
would have in the event of a 10% increase and a 10% decrease in
the prices of the underlying risk factors. Actual changes in the
price of commodities may differ from the hypothetical changes.
Specifically, the column “Commodity” shows the change
relating to derivatives whose fair value depends on the price of
energy commodities, while the
“10-year
swap rate” column indicates the change relating to a gas
derivative whose fair value is based on the
10-year
interest rate swap (IRS).
The following table shows the fair value of such one-way
contracts for differences, as well as the value that they would
have as a result of a 10% increase and a 10% decrease in the
prices of the energy commodities underlying the model for
measuring energy prices on the Italian market. Actual changes in
the price of commodities may differ from the hypothetical
changes.
Fair value of one-way contracts for differences in trading book
Energy derivatives classified as trading derivatives had a net
negative fair value at December 31, 2006 of
€6 million (negative €1 million at
December 31, 2005).
The following table shows the fair value at December 31,2006, as well as the changes in such value as a result of a 10%
increase and a 10% decrease in the price scenario. Actual
changes in the price of commodities may differ from the
hypothetical changes.
Specifically, for Italian energy derivatives, the changes are
calculated (as with the approach for the contracts for
differences described above) with reference to the energy
commodity prices underlying the model for measuring energy
prices on the Power Exchange.
For energy derivatives on foreign markets, for which forward
rates are available, the changes are calculated based on the
price of energy itself.
Embedded derivatives relate to contracts for the purchase and
sale of energy entered into by Slovenské elektrárne in
Slovakia and are embedded in onerous, i.e. loss making host
contracts. While the onerous contracts have been accounted as
for through a provision, the embedded derivatives have been
separated from the host contracts. The net fair value of the
embedded derivatives at December 31, 2006 came to a
negative €482 million, of which:
a) a positive €58 million relating to an embedded
derivative whose fair value is based upon inflation in the
United States, the price of aluminum on the London Metal
Exchange and the Slovak koruna (SKK)/US dollar (USD) exchange
rate;
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
b) a negative €304 million relating to an
embedded derivative on the SKK/USD exchange rate;
c) a negative €236 million relating to a
derivative on the price of gas.
Credit
risk
Enel manages credit risk by operating solely with counterparties
considered solvent by the market, i.e. those with high credit
standing, and does not have any concentration of credit risk.
The credit risk in respect of the derivatives portfolio is
considered negligible since transactions are conducted solely
with leading Italian and international banks, diversifying the
exposure among different institutions.
As part of activities related to purchasing fuels for thermal
generation and the sale and distribution of electricity, the
distribution of gas and the sale of gas to eligible customers,
Enel grants trade credit to external counterparties. The
counterparties selected are carefully monitored through the
assessment of the related credit risk and the pledge of suitable
guarantees
and/or
security deposits to ensure adequate protection from default
risk.
Enel considers the economic impact in future years of any
default by counterparties in its derivatives positions open at
the balance-sheet date to be immaterial given the high credit
standing of such counterparties, the nature of the instruments
(under which only differential flows are exchanged) and the risk
diversification achieved by breaking down positions among the
various counterparties.
Liquidity
risk
Liquidity risk is managed by the Group Treasury unit at Enel
SpA, which ensures coverage of cash needs (using lines of credit
and issues of bonds and commercial paper) and management of any
excess liquidity.
At December 31, 2006 Enel had committed lines of credit
amounting to €5.6 billion, of which
€0.6 billion had been drawn, and uncommitted lines of
credit totaling €3.8 billion, of which
€0.5 billion had been drawn.
In addition, Enel Finance International has an outstanding
commercial paper program with a maximum amount of
€4 billion, of which about €3.5 billion were
available at December 31, 2006.
Concentrations
of Risk
The Company’s business is largely determined by laws,
regulations and policies established by the European Union and
the Italian government. The regulatory framework for the Italian
electricity market has changed significantly in recent years
with the implementation of the Bersani Decree, designed to
liberalize and create more competition in the Italian
electricity market.
Tariff
Structure
Prices paid by all Italian customers for electricity include a
transmission component, a distribution component, a generation
component covering the price of the electricity itself and
system charges. Under the current electricity tariff regime, all
customers pay regulated prices, set either directly by the
Energy Authority or in accordance with Energy Authority
guidelines and subject to its approval, for the transmission and
distribution components and system charges. The transmission and
distribution components, together referred to as “transport
charges,” are subject to a price cap mechanism aimed at
progressively reducing these charges on the basis of annual
efficiency targets. For customers purchasing electricity on the
regulated market, the Energy Authority also regulates the
generation component, which is set on a quarterly basis, while
customers purchasing electricity on the free market pay prices
agreed through bilateral contracts or on the power exchange. The
Energy Authority sets base tariff levels every four years.
In 2004, the Energy Authority set new base tariffs for the
2004-2007
period, which have been in force since February 1, 2004.
The tariff structure currently in place also includes certain
mechanisms to take into account
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
structural factors affecting distributors’ costs. In 2004,
the Energy Authority established a price equalizing mechanism
intended to minimize the effects of a timing discrepancy in the
setting of prices distributors pay to the Single Buyer for
electricity to be distributed on the regulated market and the
prices that distributors may charge to end users on the
regulated market. The prices distributors pay to the Single
Buyer for electricity to be distributed on the regulated market
are set monthly by the Energy Authority based on the average
unit costs incurred by the Single Buyer in connection with its
purchases of electricity. However, the generation component
included in the overall tariff that distributors may charge to
end users on the regulated market is fixed by the Energy
Authority on a quarterly basis. In order to minimize the effects
of this discrepancy, the Energy Authority has established a
price equalizing mechanism applicable since 2004. The equalizing
mechanism is funded through a system charge in an amount set by
the Energy Authority, applicable since 2005.
In 2004, the Energy Authority also put in place a system to
compensate distributors that serve areas where costs are
significantly higher than the national average due to
uncontrollable factors such as population density and geography.
The costs to be considered in setting this compensation are to
be based on infrastructural elements such as the length of
cables and installation type (aerial or underground). The
compensation system does not apply to Enel Distribuzione S.p.A.,
a wholly owned subsidiary.
Increased
Competition
For many years the Company has had virtually no competition in
the generation, transmission and distribution of electricity
market in Italy. The Company currently faces competition from
independent power producers and municipal utilities in
generation.
In addition, the disposal of its generating capacity has exposed
the Company to increasing competition from other operators of
electricity generating capacity, including Italian and
international power companies. The Company also faces
competition from suppliers and wholesalers for sales to
customers that are intensive users of electricity and may freely
purchase electricity from different producers.
From July 1, 2007, all customers, including residential
customers, will be eligible to purchase electricity on the free
market. Customers who choose not to participate on the free
market will continue to be supplied under conditions set by the
Energy Authority. The law also provides that even after all
customers have become Eligible Customers, i.e. after
July 1, 2007, the Single Buyer will continue to purchase
electricity for resale to customers who choose not to leave the
regulated market. Unbundling provisions of Directive 2003/54/CE
concerning separation between distribution and supply activities
are also likely in this context.
(4)
CHANGES
IN THE SCOPE OF CONSOLIDATION
The scope of consolidation for 2006 changed with respect to 2005
and 2004 as a result of the following main transactions:
I.
2004
Acquisition:
a. the acquisition of controlling investments in Ottogas
Rete and Ottogas Vendita (distribution and sale of natural gas
to end-users) on September 15, 2004;
b. the acquisition of controlling investments in
Italgestioni and Italgestioni Gas (distribution and sale of
natural gas to end-users) on December 14, 2004.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
II.
2005
Acquisition:
a. the acquisition of controlling investments in Electrica
Banat and Electrica Dobrogea (now Enel Electrica Banat ed Enel
Electrica Dobrogea), companies that operate in electricity
distribution and sales in Romania, on April 28, 2005.
Accordingly, the income statement figures for 2005 reflect the
consolidation of these companies for eight months only.
Disposal:
b. sale of 100% of Wind, 62.75% of which was sold on
August 11, 2005, and 6.28% on February 8, 2006, with
the remaining 30.97% being transferred to Weather Investments,
again on February 8, 2006, in exchange for 20.9% of the
latter;
a. acquisition of a 66% interest in Slovenské
elektrárne, a company that generates and sells electricity
in Slovakia, on April 28, 2006;
b. acquisition, on June 14, 2006, of a 100% interest
in Maritza O&M Holding Netherlands, a holding company that
owns 73% of Enel Operations Bulgaria (formerly Maritza East 3
Operating Company), which is responsible for the maintenance of
the Maritza East III power station;
c. acquisition, on June 21, 2006, of a 49.5% interest
in Res Holdings, which holds a 100% stake in the Russian firm
RusEnergoSbyt (energy trading and sales). Enel now exercises
joint control over the company together with the other
shareholders; as a result, the company is consolidated on a
proportionate basis;
d. acquisition, on July 13, 2006 of 100% of Erelis,
which operates in the development of wind plants in France;
e. acquisition, on August 1, 2006, of 100% of Hydro
Quebec Latin America (now Enel Panama), which exercises,
together with the Company’s partner Globeleq (a private
equity fund), de facto control over Fortuna, a Panamanian hydro
generation company. As a result, Fortuna is consolidated on a
proportionate basis;
f. acquisition, on October 6, 2006, through the
Brazilian subsidiary of Enel Latin America, Enel Brasil
Partecipaçőes, of 100% of 10 companies in the
Rede Group that own 20 mini-hydro plants;
g. acquisition of the minority interest of 40% in Maritza
East III Power Holding on June 14, 2006. Following
this transaction, the Group now holds a 73% stake in Enel
Maritza East 3 (formerly Maritza East III Power Company), a
Bulgarian generation company.
Disposal:
h. sale of 30% of Enel Unión Fenosa Renovables on
May 30, 2006. Following this sale, the interest in the
company fell to 50%, with the Group exercising joint control
over the company together with the other shareholders. As a
result, the company is being consolidated on a proportionate
basis effective as of that date.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
As regards the acquisition of Slovenské elektrárne on
April 28, 2006, the allocation of the cost of the equity
investment to the value of the assets and liabilities acquired
was completed in 2006. The residual goodwill recognized can
therefore be considered final. The following tables report the
purchase price allocation of the company at the acquisition date.
Calculation of Slovenské elektrárne goodwill
(Millions of euro)
Net assets acquired before fair value adjustments
(1,196
)
Fair value adjustments:
Property, plant and equipment
1,943
Net deferred tax liabilities
(373
)
Financial liabilities
29
Sundry provisions
(22
)
Other
48
Total adjustments
1,625
Net assets acquired after fair value adjustments
429
Enel% holding (66)%
283
Value of the transaction(1)
844
of which payment on account made in 2005
(168
)
Goodwill
561
(1)
Including incidental expenses of €4 million.
Balance sheet of Slovenské elektrárne at the
acquisition date
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Other
acquisitions
With respect to the other 2006 acquisitions, the Company is in
the process of evaluating the various components of net assets
acquired and liabilities assumed and accordingly, the allocation
of purchase price is preliminary and may be revised when such
process is finalized. The final purchase price allocation is
expected to be completed within one year from each acquisition
date.
(Millions of euro)
Property, plant and equipment
279
Intangible assets
98
Trade receivables and inventories
28
Cash and cash equivalents
47
Other current and non-current assets
16
Total assets
468
Trade payables
(19
)
Financial liabilities and Other current and non-current
liabilities
(104
)
Sundry and other provisions
(13
)
Total liabilities
(136
)
Net assets acquired
332
Goodwill
158
Negative goodwill
(30
)
Value of the transaction(1)
460
(1)
Including incidental expenses of €3 million.
The negative goodwill of €30 million (which has been
recognized in the consolidated income statement for the year
ended December 31, 2006) is related to the acquisition
of the minority interest of 40% of Maritza East III Power
Holding for €26 million and to the acquisition of
Simeo for €4 million.
(5)
SEGMENT
INFORMATION
The results presented in these notes reflect the new
organizational structure implemented at the end of 2005 and
operational since January 1, 2006, which, in addition to
the Domestic Sales Division, the Domestic Generation and Energy
Management Division, the Domestic Infrastructure and Networks
Division, saw the creation of an International Division that
includes all the Group’s resources devoted to generation
and distribution activities in the electricity and gas sectors
abroad.
For the purposes of providing comparable figures, the data for
2004 and 2005 have been reallocated to the Divisions on the
basis of the new organizational arrangements. The figures for
Transmission Networks and Telecommunications following the
deconsolidation of Wind and Terna in the 2nd Half of 2005
are reported in the reference year as discontinued operations.
Following the transfer of the “large electricity
users” unit (customers with annual consumption of more than
100 million kWh) from Enel Trade to Enel Energia, the 2004
and 2005 figures for the unit were reallocated from the Domestic
Generation and Energy Management Division to the Domestic Sales
Division for comparative purposes.
In addition, it may also be noted that changes made to the
classification of certain transactions recognized in the income
statement in 2006, which are essentially related to the
management of commodity risk, resulted in related
reclassifications of the comparative figures for 2005 and 2004.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Segment
information for 2006, 2005 and 2004
Results for
2006(1)
Continuing Operations
Domestic
Generat. and
Domestic
Services
Eliminations
Domestic
Energy
Infrastruc.
Parent
and Other
and
Sales
Manag.
and Networks
Internat.
Company
Activities
Adjustments
Total
Total
(millions of euro)
Revenues from third parties
20,981
12,694
906
3,056
891
267
(282
)
38,513
38,513
Revenues from other segments
127
2,967
4,801
12
287
894
(9,088
)
—
—
Total revenues
21,108
15,661
5,707
3,068
1,178
1,161
(9,370
)
38,513
38,513
Net income/(charges) from commodity risk management
4
(705
)
—
91
(4
)
—
—
(614
)
(614
)
Gross operating margin
175
3,149
3,418
918
177
179
3
8,019
8,019
Income from equity exchange transaction
—
—
—
—
263
—
—
263
263
Depreciation and amortization
44
980
826
387
17
90
—
2,344
2,344
Impairment losses
129
(28
)
3
12
—
3
—
119
119
Operating income
2
2,197
2,589
519
423
86
3
5,819
5,819
Net financial income/(expense) and income/(expense) from equity
investments accounted for using the equity method
—
—
—
—
—
—
—
(651
)
(651
)
Income taxes
—
—
—
—
—
—
—
2,067
2,067
Net income (Group and minority interests)
—
—
—
—
—
—
—
3,101
3,101
Operating assets
6,948
16,752
16,875
10,008
1,013
1,771
(3,352
)
50,015
50,015
Operating liabilities
6,272
4,019
4,042
4,037
1,275
1,128
(2,884
)
17,889
17,889
Capital expenditure
56
897
1,459
467
13
71
—
2,963
2,963
(1)
Segment revenues include both revenues from third parties and
revenue flows between the segments. A similar approach was taken
for other income and costs for the year.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Results for
2005(1)
Continuing Operations
Discontinued Operations
Domestic
Generat.
Domestic
Services
Eliminations
Eliminations
Domestic
and Energy
Infrastruc.
Parent
and Other
and
Transm.
and
Sales
Manag.
and Networks
Internat.
Company
Activities
Adjustments
Total
Networks
TLC.
Adjustments
Total
Total
(millions of euro)
Revenues from third parties
19,155
10,648
837
1,856
886
440
(35
)
33,787
711
2,604
(62
)
3,253
37,040
Revenues from other segments
332
2,347
4,695
2
232
1,301
(8,909
)
—
29
144
(173
)
—
—
Total revenues
19,487
12,995
5,532
1,858
1,118
1,741
(8,944
)
33,787
740
2,748
(235
)
3,253
37,040
Net income/(charges) from commodity risk management
(26
)
326
—
(14
)
(14
)
—
—
272
—
—
—
—
272
Gross operating margin
152
3,407
3,398
485
67
315
(79
)
7,745
524
903
(1
)
1,426
9,171
Depreciation and amortization
25
982
769
173
14
93
—
2,056
118
695
—
813
2,869
Impairment losses
115
27
1
5
—
3
—
151
—
41
—
41
192
Operating income
12
2,398
2,628
307
53
219
(79
)
5,538
406
167
(1
)
572
6,110
Net financial income/(expense) and income/(expense) from equity
investments accounted for using the equity method
—
—
—
—
—
—
—
(744
)
—
—
—
(240
)
(984
)
Income taxes
—
—
—
—
—
—
—
1,934
—
—
—
213
2,147
Gains on disposal of assets
—
—
—
—
—
—
—
—
—
—
—
1,153
1,153
Net income (Group and minority interests)
—
—
—
—
—
—
—
2,860
—
—
—
1,272
4,132
Operating assets
6,465
16,468
15,708
4,282
1,263
2,945
(3,280
)
43,851
—
—
—
—
43,851
Operating liabilities
5,289
3,841
3,567
813
1,604
2,392
(3,137
)
14,369
—
—
—
—
14,369
Capital expenditure
53
798
1,570
299
11
98
—
2,829
142
286
—
428
3,257
(1)
Segment revenues include both revenues from third parties and
revenue flows between the segments. A similar approach was taken
for other income and costs for the year.
Results for
2004(1)
Continuing Operations
Discontinued Operations
Domestic
Generat.
Domestic
Services
Eliminations
Eliminations
Domestic
and Energy
Infrastruc. and
Parent
and Other
and
Transm.
and
Sales
Manag.
Networks
Internat.
Company
Activities
Adjustments
Total
Networks
TLC.
Adjustments
Total
Total
(millions of euro)
Total revenues
19,045
12,281
5,611
1,030
1,708
1,797
(10,445
)
31,027
1,017
4,727
(235
)
5,439
36,466
Net income/(charges) from commodity risk management
(1
)
(8
)
—
—
(7
)
—
—
(16
)
—
—
—
—
(16
)
Gross operating margin
386
3,615
3,129
294
652
214
(219
)
8,071
649
1,421
14
2,084
10,155
Depreciation, amortization and impairment losses
88
1,128
721
150
5
109
—
2,201
159
3,037
6
3,202
5,403
Operating income
298
2,487
2,408
144
647
105
(219
)
5,870
490
(1,616
)
8
(1,118
)
4,752
Net financial income/(expense) and income/(expense) from equity
investments accounted for using the equity method
—
—
—
—
—
—
—
(852
)
—
—
—
(467
)
(1,319
)
Income taxes
—
—
—
—
—
—
—
2,116
—
—
—
(618
)
1,498
Gains on disposal of assets
—
—
—
—
—
—
—
—
—
—
—
812
812
Net income (Group and minority interests)
—
—
—
—
—
—
—
2,902
—
—
—
(155
)
2,747
Operating assets
5,104
16,051
14,908
3,628
1,147
3,508
(3,553
)
40,793
4,585
12,940
—
17,525
58,318
Operating liabilities
4,546
3,259
3,466
503
1,955
3,982
(5,014
)
12,697
571
2,181
—
2,752
15,449
Capital expenditure
67
678
1,596
230
10
109
—
2,690
277
867
—
1,144
3,834
(1)
Segment revenues include both revenues from third parties and
revenue flows between the segments. A similar approach was taken
for other income and costs for the year.
The table below gives a breakdown of revenues by geographical
area:
2006
2005
2004
(millions of euro)
Italy
32,389
30,563
27,369
Europe
4,525
1,656
1,549
Americas
180
117
160
Middle East
22
27
56
Other
381
7
13
Total
37,497
32,370
29,147
6.b
Other revenues —
€1,016 million
2006
2005
2004
(millions of euro)
Prior-year regulatory items
—
338
—
Reimbursement of stranded costs
154
158
1,219
Gains on sale of equity investments
90
131
13
Gains on sale of property, plant and equipment
22
45
—
Bonus for service continuity
194
115
250
Other
556
630
398
Total
1,016
1,417
1,880
Prior-year
regulatory items
For 2005 the amount include reimbursements for reserve services
provided to the ISO (GRTN, now the Electricity Services
Operator) for the period from 2002 through March 31, 2004.
Reimbursement
of stranded costs
In August 2004, the Italian Ministry of Economy and Finance and
the Ministry of Productive Activities issued a joint decree that
determined the total amount of the stranded costs the Company is
entitled to recover. On December 1, 2004, following the
European Commission’s approval of the decree, the Company
became entitled to recover approximately €513 million
on account of stranded costs related to generation plants for
the period
2000-2003,
as well as stranded costs related to the Nigerian LNG contract,
which were determined to be
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
€555 million in respect of the
2000-2003
period and approximately €910 million in respect of
the
2004-2009
period (of which, €151 million related to 2004). As a
result, in 2004 the Company recorded as “other
revenues” a total of €1,219 million in connection
with stranded costs, and recorded €154 million and
€158 million for stranded costs related to our
Nigerian LNG contract in 2006 and 2005 respectively. The amounts
related to stranded costs are received by Enel as contributions
from the Electricity Equalization Fund.
Bonus for
service continuity
The amount relates to the bonus payable to Enel Distribuzione
and Deval by the Energy and Gas Authority for improvements in
service continuity.
(7)
INCOME
FROM EQUITY EXCHANGE TRANSACTION — €263
MILLION
The item relates to the gain generated by the sale of Wind, in
which 30.97% of the Company’s interest in Wind was
exchanged for 20.9% of interest in Weather. The recognised
amount represents difference between the fair value of the
investment in Wind determined by an independent appraisal of
€1,663 million and the carrying amount of such
investment at transaction date of €1,400 million.
(8)
OPERATING
EXPENSES
8.a
Raw materials and consumables —
€23,469 million
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
8.c
Personnel — €3,210 million
2006
2005
2004
(millions of euro)
Wages and salaries
1,995
1,957
1,989
Social security contributions
568
529
537
Termination benefits
64
111
97
Other costs
583
165
601
Total
3,210
2,762
3,224
— of which capitalized
(403
)
(384
)
(300
)
Other costs for 2006 include a charge for the year for early
retirement incentives (€487 million) and the charge
recognized for 2006 related to defined-contribution plans, equal
to €42 million (€49 million in 2005). Other
costs for 2004 amounts to €601 million and include
€425 million of charge for the year for early
retirement incentives.
The table below shows the average number of employees by
category, compared with the previous years, and the actual
number of employees at December 31, 2006.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
2006
2005
2004
(millions of euro)
Income before taxes
5,168
4,794
5,018
Theoretical tax due calculated as 33% of pre-tax income
1,705
33.0
%
1,582
33.0
%
1,656
33.0
%
Permanent differences and minor items
13
0.3
%
(12
)
(0.3
)%
103
2.1
%
Difference on estimated income taxes from prior years
(5
)
(0.1
)%
14
0.3
%
(14
)
(0.3
)%
Regional tax at varying tax rates
354
6.8
%
350
7.3
%
371
7.4
%
Total
2,067
40.0
%
1,934
40.3
%
2,116
42.2
%
(13)
DISCONTINUED
OPERATIONS — €0 MILLION
Following the disposal of equity investments in Wind and Terna,
which took place on August 11 and September 15, 2005,
respectively, these entities were deconsolidated as from those
dates and the financial performance achieved up to the disposal
date is reported under discontinued operations. Similarly, the
capital gain achieved in 2005 from the sale of 13.86% of Terna
was recognized under discontinued operations. The components
contributing to the total income (loss) from discontinued
operations are shown in the following table.
Part of the trade receivables (€4,549 million and
€4,543 million at December 31, 2006 and 2005
respectively) regard amounts determined as accrued at the end of
the period and therefore have not yet been invoiced.
Trade receivables from customers are presented net of the
related provision for doubtful receivables, which totaled
€326 million and €347 million at
December 31, 2006 and 2005 respectively.
The table below sets out the movements with respect to such
provision for the three years period ended December 31,2006.
Tax receivables at December 31, 2006 totaled
€431 million and are essentially related to taxes and
tax surcharges in the amount of €132 million and
receivables for indirect taxation in the amount of
€91 million.
They also include €121 million in respect of
recognition of the right to obtain reimbursement of prior-year
items recognized in 2006 from the tax authorities.
At December 31, 2005 tax receivable amounted to
€789 million and related primarily to receivables in
respect of direct taxes of €568 million.
two-way contracts for differences with a notional value of
€1,034 million and a fair value of
€48 million. These amounts refer both to the two-way
contracts for differences with the Single Buyer for 2007 and the
virtual power plant (VPP) contracts that Enel entered into with
the counterparties selected through the auction of
December 28, 2006. These contracts are also two-way
contracts for differences;
•
commodity derivatives on fuels and on electricity, with a
notional value of €407 million and a fair value of
€12 million;
•
embedded derivatives related to an energy sale contract in
Slovakia, with a fair value of €58 million.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
(14.e)
Cash and cash equivalents —
€547 million
Cash and cash equivalents, detailed in the table below, are not
restricted by any encumbrances, apart from €28 million
(€24 million in 2005) essentially attributable to
deposits pledged to secure transactions carried out by Enel
North America and Enel Panama.
Includes €643 million in respect of Telecommunication
and Transmission Networks Divisions until date of
deconsolidation.
“Plant and equipment” includes assets that at the end
of related concession period have to be relinquished. The
related net book value at December 31, 2006 amounted to
€2,214 million, which mainly related to hydroelectric
power plants.
“Leased assets” mainly relate to lease agreement for
the V1 nuclear power plant at Jaslovske Bohunice and the
hydroelectric plant at Gabcikovo, the signing of which was a
necessary condition for the start of the privatization of the
Slovakian electricity system. In particular, the lease contract
for the V1 plant covers the entire remaining useful life of the
asset and the period between the end of generation and the start
of the decommissioning process, while that for the Gabcikovo
plant has a
30-year term
as from April 2006.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The following table reports the minimum lease payments and the
related present value.
Minimum Lease Payments
Present Value
(millions of euro)
2007
14
11
2008-2012
31
14
After 2012
99
64
Total
144
89
Changes in the scope of consolidation in 2006 relate to the
following transactions:
•
the acquisition of Slovenské elektrárne (up
€3,871 million);
•
the acquisition of Enel Panama (up €159 million);
•
the acquisition of the Brazilian companies of the Rede Group (up
€79 million);
•
the acquisition of companies in the Gas area (up
€41 million);
•
the partial deconsolidation of Enel Unión Fenosa Renovables
(down €156 million);
•
the sale of Carbones Colombianos del Cerrejón (down
€17 million).
In 2005 change in scope of consolidation mainly relate to the
deconsolidation of the Telecommunications and Transmission
Networks Divisions.
Ordinary disposals and other changes in 2005 include the
reclassification of materials to be used in the construction and
maintenance of the distribution networks, which was classified
until 2004 as inventory, as well as the transfer of land and
buildings to Dalmazia Trieste following the spin-off of the
Immobiliare Foro Bonaparte real estate firm.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The table below summarizes capital expenditure for the year
ended December 31, 2006 and 2005 by category.
2006
2005
(millions of euro)
Power plants:
— thermal
766
570
— hydro
157
206
— geothermal
79
84
— nuclear
57
—
— alternative energy resources
115
130
Total power plants
1,174
990
Transport lines and transformer stations
—
133
Electricity distribution networks
1,324
1,381
Gas distribution networks
88
70
Telecommunication networks
—
251
Land, buildings and other assets and equipment
173
212
TOTAL
2,759
3,037
The expenditure on power plants primarily concerned works for
the transformation of thermal plants and plant upgrading and
repowering to enhance safety and environmental performance
(upgrading of hydraulic plant, environmental impact work, etc.),
as well as the effect of the consolidation of Slovenské
elektrárne.
Investments in the electricity distribution network include
expenditure on digital metering project.
In the absence of indications concerning events that might have
reduced the value of the assets, no impairment test was
conducted.
Enel has asset retirement obligations associated with a nuclear
and geothermal power plant as well as a certain property owned
by the State. Enel’s obligations relate to the return on
expiration of the license or authorization of such assets to the
State in same condition as originally conveyed.
Below is a reconciliation of the beginning and ending aggregate
carrying amount of asset retirement obligations for the year
ended December 31, 2006. The change in the scope of
consolidation refers to the nuclear decommissioning provision
and the provision for non-nuclear plant retirement and site
restoration related to Slovenské elektrárne.
Regarding Enel’s other geothermal plants, generally, the
license or authorization is renewed, and no historical
experience exists of discontinuing a license or authorization.
The Company does not have sufficient information available to
estimate a range of potential settlement dates in which asset
retirement obligations relating to these plants will be
incurred. The liability will be initially recognized in the
period in which sufficient information to
Includes €170 million in respect of Telecommunications
and Transmission Networks Divisions until date of
deconsolidation.
The individual items making up intangible assets are commented
on below.
“Industrial patents and intellectual property rights”
relate mainly to costs incurred in purchasing software and
open-ended software licenses. The most important applications
relate to invoicing and customer management, the development of
Internet portals and the management of company systems.
Amortization is calculated on a straight-line basis over the
item’s residual useful life (on average between three and
five years).
“Concessions, licenses, trademarks and similar rights”
include customer base allocated in the acquisition of gas
companies and foreign electricity distribution companies.
Amortization is calculated on a straight-line basis over the
term of the average period of the relationship with customers or
of the concessions.
“Goodwill” amounted to €2,271 million, an
increase of €696 million over the previous year.
Enel Maritza East 3 (formerly Maritza East III Power
Company)
15
—
—
—
15
Wisco
7
—
—
(2
)
5
Slovenské elektrárne
—
561
48
—
609
RusEnergoSbyt
—
80
(1
)
—
79
Enel Panama
—
62
(2
)
—
60
Erelis
—
14
—
—
14
Enel Operations Bulgaria (formerly Maritza East 3 Operating
Company)
—
2
—
—
2
Total
1,575
670
29
(3
)
2,271
The change in the scope of consolidation concerns the
acquisition of 66% of Slovenské elektrárne
(€561 million), and of 49.5% of Res Holdings that
wholly ownes the Russian company RusEnergoSbyt
(€80 million), 100% of Enel Panama
(€62 million), 100% of Erelis (€14 million),
and 73% of Enel Operations Bulgaria (formerly Maritza East 3
Operating Company, €2 million), net of the sale of a
30% stake in Enel Unión Fenosa Renovables (down
€49 million).
The allocation of the cost of the investment in Slovenské
elektrárne to the current value of the assets and
liabilities acquired was completed at the end of 2006.
Accordingly, the goodwill recognized can be considered final and
subject to impairment tests, as described below. With respect to
the other 2006 acquisitions, the Company is in the process of
evaluating the various components of net assets acquired and
liabilities assumed and accordingly, the allocation of purchase
price is preliminary and may be prospectively revised when such
process will be finalized. The final purchase price allocation
is expected to be completed within one year from each
acquisition date.
The recoverable value of the goodwill recognized was estimated
using discounted cash flow and dividend discount models, which
involve estimating future cash flows and applying an appropriate
discount rate in order to determine an asset’s value in
use. More specifically, the cash flows concern an explicit
period selected in line with the average useful life of the
assets or the duration of the concessions. In cases in which it
was not possible to estimate cash flows reliably for the entire
useful life of the assets, a residual amount was calculated as a
perpetuity at a growth rate of zero or equal to inflation as
deemed appropriate for the country involved. Except for Enel
North America and Wisco, the value in use calculated as
described above was found to be greater than the amount
recognized on the balance sheet. The sensitivity analysis used
in the analysis did not point to significant impacts on the
results of the measurements themselves and consequently on the
differences found.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The table below reports the balance of goodwill according to the
company to which the cash generating unit belongs, along with
the discount rates applied and the time horizon over which the
expected cash flows have been discounted.
— impairment of property, plant and equipment and
intangible assets
83
5
(1
)
(19
)
68
(9
)
(2
)
—
57
— accruals to provisions for risks and charges and
impairment losses with deferred deductibility
995
(251
)
11
(188
)
567
(192
)
—
191
566
— tax losses carried forward
845
(86
)
(2
)
(632
)
125
(60
)
—
—
65
— measurement of financial assets
164
(11
)
33
(37
)
149
(61
)
(45
)
—
43
— other items
866
23
8
(28
)
869
(46
)
—
—
823
Total
2,953
(320
)
49
(904
)
1,778
(368
)
(47
)
191
1,554
The change in the scope of consolidation is related primarily to
Slovenské elektrárne. No deferred tax assets were
recorded in relation to prior tax losses of
€764 million, mainly regarding two holding companies
located in the Netherlands and Luxembourg
(€649 million), because the tax laws in force in the
countries in question do not treat the expected income
(dividends) of the companies as taxable.
(15.d)
Investments accounted for using the equity method —
€56 million
Equity investments in associated companies accounted for using
the equity method are as follows:
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The changes for the year in the equity investments in Wind and
Weather Investments are the result of the completion of the sale
of Wind. Specifically, Enel transferred 6.28% of Wind’s
share capital to a subsidiary of Weather after Weather exercised
a call option envisaged in the May 2005 agreement between the
parties. Enel also transferred its remaining 30.97% of Wind
shares to Weather in exchange for 20.9% of the share capital of
Weather. The exchange generated a gain of
€263 million. Including the 5.2% of Weather acquired
in August 2005 during the first phase of the transaction and
classified at December 31, 2005 under non-current financial
assets, Enel’s total holding in the company amounted to
26.1%. On December 21, 2006, Enel sold the holding for a
total of €1,962 million, of which
€1,000 million were paid on that date, with the
remainder deferred on an interest-bearing basis for
18 months and classified under other non-current financial
assets. The major income statement and balance sheet data for
the principal equity investments in associates are reported in
the following table.
As regards “Equity investments in other companies”,
the fair value of publicly listed companies was determined with
reference to the market value of their shares at the end of the
period, whereas the fair value of unlisted companies was
determined on the basis of what is considered to be a reliable
valuation of their
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
significant balance sheet items. Other items in 2006 represent
the outstanding balance for the disposal of Weather, payable
within 18 months. Details with respect to equity
investments in Other companies are as follows:
“Other securities designated at fair value through profit
or loss” are financial investments in asset management
funds.
The table below reports the carrying amount and the fair value
of long-term financial receivables (€1,090 million in
2006 and €66 million in 2005), including the portion
due within twelve months (€30 million in 2006 and
€3 million in 2005 included under other short-term
financial receivables).
The “Receivables from the State Decommissioning Fund”
in the amount of €269 million are entirely related to
the consolidation of Slovenské elektrárne. The
receivables relate to the contribution that the company, as a
nuclear generation operator, paid to the Slovakian national
nuclear decommissioning fund in the manner and in accordance
with the timetable established under Slovakian
law.1
The resources will be used by the Slovakian government to
reimburse to the generating companies that paid into the Fund
part of the future costs of decommissioning nuclear plants and
managing the related waste, including post-operational costs in
the period between the termination of generation activities and
the start of decommissioning. If such costs are greater than the
amounts paid into the Fund up to the decommissioning date, the
rules governing the Fund establish that the difference can be
recovered from end users through rate increases.
Liabilities
(16)
CURRENT
LIABILITIES
(16.a)
Short-term loans —
€1,086 million
At December 31, 2006 and 2005 short-term loans totaled
€1,086 million and 1,361 million respectively as
detailed below.
The payables represented by “Commercial paper” related
to issues outstanding at year-end in the context of the
€4,000 million program launched in November 2005 by
Enel Finance International and guaranteed by Enel SpA.
At December 31, 2006, issues under the program totaled
€531 million. The nominal value of the commercial
paper is €535 million and is in the following
currencies: euro (€202 million), pounds sterling (the
equivalent of €48 million), US dollars (the equivalent
of €251 million), and Swiss francs (the equivalent of
€34 million). The exchange rate risk in respect of
currencies other than the euro are fully hedged by currency
swaps.
At December 31, 2005 payables represented by commercial
paper related to issues at year-end in the context of the
€1,500 million program launched in 2001 by Enel
Investment Holding and guaranteed by Enel SpA, the
1 The
fund and its assets are managed entirely by the Government.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
maximum amount of which was raised to €2,500 million
in May 2004. In November 2005, the ceiling amount was raised to
€4,000 million and the issuer of the commercial paper
was changed from Enel Investment Holding to Enel Finance
International, with Enel SpA retaining its responsibility as
guarantor. At December 31, 2005, issues under the program
totaled €275 million. The notional value of the
commercial paper is €276 million, and is denominated
in euro (€240 million) and pounds sterling (the
equivalent of €36 million). The exchange rate risk in
respect of currencies other than euro are fully hedged by
currency swaps .
(16.b)
Trade payables —
€6,188 million
This item includes payables for the supply of electricity, fuel,
materials and equipment for tenders and sundry services.
(16.c)
Current financial liabilities —
€941 million
Trading derivatives on interest and exchange rates essentially
include transactions entered into for hedging purposes, but
which do not qualify for hedge accounting under the IFRS-EU.
Trading derivatives on commodities relate to:
•
fuel trading, with a notional value of €444 million
and a fair value of €28 million;
•
one-way contracts for differences, with a notional value of
€3,219 million and a fair value of
€123 million;
•
trading derivatives on electricity, with a net notional value of
about €55 million and a fair value of
€7 million;
•
embedded derivatives related to energy sale and purchase
contracts in Slovakia, with a notional value of
€1,012 million and a fair value of
€540 million.
The item “Payables due to customers” include amounts
for security deposits totaling €848 million, which
refers to amounts received from customers under the terms of
contracts for the delivery of electricity. Upon the finalization
of contracts, the deposits (the use of which is not restricted)
are recognized as current liabilities because the Company does
not have an unconditional right to defer the repayment of the
liabilities beyond twelve months.
(17)
NON-CURRENT
LIABILITIES
(17.a)
Long-term loans (including current portion) —
€12,517 million
The aggregate includes long-term payables in respect of bonds,
bank loans and other loans in euro and other currencies,
including the portion falling due within twelve months.
The following table shows long-term debt and repayment schedules
at December 31, 2006, grouped by loan and interest rate
type.
Portion
Falling Due
at More
Nominal
Than
Current
Balance
Value
Balance
12 months
Portion
Maturing in
Maturing
31.12.2006
31.12.2006
31.12.2005
2007
2008
2009
2010
2011
Beyond
(millions of euro)
Bonds:
— listed, fixed rate
2008-2033
5,680
5,721
5,621
5,674
6
1,004
7
107
946
3,610
— listed, floating rate
2009-2012
633
636
799
633
—
50
86
100
—
397
— unlisted, fixed rate
2007-2010
91
91
171
61
30
60
1
—
—
—
— unlisted, floating rate
2007-2032
2,030
2,030
1,939
2,007
23
22
331
79
56
1,519
Total
8,434
8,478
8,530
8,375
59
1,136
425
286
1,002
5,526
Bank loans:
— fixed rate
2007-2015
130
130
166
91
39
19
20
9
9
34
— floating rate
2007-2026
3,780
3,802
3,015
3,586
194
235
282
254
816
1,999
Total
3,910
3,932
3,181
3,677
233
254
302
263
825
2,033
Non-bank loans:
— fixed rate
2007-2026
132
135
138
104
28
21
7
6
7
63
— floating rate
2009-2020
41
41
53
38
3
3
2
2
2
29
Total
173
176
191
142
31
24
9
8
9
92
TOTAL
12,517
12,586
11,902
12,194
323
1,414
736
557
1,836
7,651
The balance for bonds is stated net of €474 million
relating to the unlisted floating-rate “Special series of
bonds reserved for employees
1994-2019”,
which the Parent Company holds in portfolio.
The main financing transactions for 2006 include the following:
•
the refinancing of Slovenské elektrárne debt with a
new 5-year
revolving line of credit for a total of €600 million
without an Enel SpA guarantee, €565 million of which
was drawn at the end of 2006;
•
the renegotiation of the project financing in respect of Enel
Maritza East 3 (formerly Maritza East III Power Company) in
the amount of €450 million payable in 2023 and fully
guaranteed by SACE, an Italian credit insurance agency,
€220 million of which was drawn at December 31,2006;
•
the renegotiation of the Acuerdo Marco II project financing
for Enel Unión Fenosa Renovables in the amount of
€283 million with a maturity of 15 years,
€80 million of which was drawn at December 31,2006;
•
the issue by Enel SpA of two additional tranches of a
privately-placed bond issue for leading Italian insurance
companies in the amount of €97 million maturing in
2024;
•
the signing by Enel Viesgo Generación of an EIB loan in the
amount of €150 million for investment in the
Escatrón plant, which is yet to be disbursed;
•
the signing by Enel Distribuzione of an EIB loan in the amount
of €600 million for investments in the “Network
Efficiency” project, which was disbursed in its entirety at
December 31, 2006.
In addition, in 2006 two bond issues were consolidated, one for
€195 million issued by Slovenské elektrárne
in 2004 maturing in 2011 and another with a residual value of
€51 million issued by Fortuna maturing in 2013.
Finally, Enel SpA’s
5-year
(renewable for a further two years) revolving line of credit in
the amount of €5 billion agreed in November 2005 was
available in its entirety at December 31, 2006.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The following table compares the carrying amount and the fair
value of long-term debt, including the portion falling due
within twelve months, broken down by category.
The Group’s main long-term financial debts are governed by
covenants containing undertakings by the borrowers (Enel SpA and
the other Group companies) and in some cases Enel SpA as
guarantor that are commonly adopted in international business
practice. The main covenants governing Enel’s debt regard
the bond issues carried out within the framework of the Global
Medium Term Notes program and loans granted by the European
Investment Bank. To date none of the covenants have been
triggered.
The commitments in respect of the bond issues in the Global
Medium Term Notes program can be summarized as follows:
•
negative pledge clauses under which the issuer may not establish
or maintain (except under statutory requirement) mortgages,
liens or other encumbrances on all or part of its assets to
secure any listed bond or bond for which listing is planned
unless the same guarantee is extended equally or pro rata to the
bonds in question;
•
pari passu clauses, under which the securities constitute a
direct, unconditional and unsecured obligation of the issuer and
are issued without preferential rights among them and have the
same seniority as other present and future bonds of the issuer;
•
specification of default events, whose occurrence (for example,
insolvency, failure to pay principle or interest, initiation of
liquidation proceedings, etc.) constitutes a default; under
“cross default” clauses, the occurrence of a default
event in respect of any financial liability (above a threshold
level) issued by the issuer or significant subsidiaries (defined
as consolidated companies whose gross revenues or total assets
are at least 10% of gross consolidated revenues or total
consolidated assets) constitutes a default in respect of the
liability in question, which becomes immediately repayable;
•
early redemption clauses in the event of new tax requirements,
which permit early redemption at par of all outstanding bonds.
The main covenants governing the loans granted by the European
Investment Bank can be summarized as follows:
•
negative pledge clauses, under which the issuer undertakes not
to establish or grant to third parties additional guarantees or
privileges with respect to those already established in the
individual contracts by the Company
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
or Enel Group companies, unless an equivalent guarantee is
extended equally or pro rata to the loans in question;
•
clauses that require the guarantor (whether Enel SpA or banks
acceptable to the EIB) to maintain its rating above a specified
grade;
•
in the case of guarantees provided by Enel SpA, the Group’s
equity may not fall below a specified level;
•
material changes clauses, under which the occurrence of a
specified event (mergers, spin-offs, disposal or transfer of
business units, changes in company control structure, etc.)
gives rise to the consequent adjustment of the contract, without
which the loan shall become repayable immediately without
payment of any commission;
•
requirements to report periodically to the EIB;
•
requirement for insurance coverage and maintenance of property,
possession and use of the works, plant and machinery financed by
the loan over the entire term of the agreement;
•
contract termination clauses, under which the occurrence of a
specified event (serious inaccuracies in documentation presented
in support of the contract, failure to repay at maturity,
suspension of payments, insolvency, special administration,
disposal of assets to creditors, dissolution, liquidation, total
or partial disposal of assets, declaration of bankruptcy or
composition with creditors or receivership, substantial decrease
in equity, etc.) triggers immediate repayment.
Short-term portion of long-term financial receivables
30
3
Totalshort-term financial receivables
251
380
Short-term bank debt
(542
)
(970
)
Commercial paper
(531
)
(275
)
Short-term portion of long-term bank debt
(233
)
(399
)
Bonds (short-term portion)
(59
)
(487
)
Other loans (short-term portion)
(31
)
(49
)
Other short-term financial payables
(13
)
(116
)
Total short-term financial debt
(1,409
)
(2,296
)
Net short-term financial position
(586
)
(1,408
)
Long-term financial receivables
1,090
63
Debt to banks and financing entities
(3,677
)
(2,782
)
Bonds
(8,375
)
(8,043
)
Other loans
(142
)
(142
)
Total long-term financial debt
(12,194
)
(10,967
)
Net long-term financial position
(11,104
)
(10,904
)
TOTAL NET FINANCIAL POSITION
(11,690
)
(12,312
)
(1)
On the consolidated Balance Sheet securities have been presented
under Current Financial Assets.
(17.b)
Post-employment and other employee benefits —
€2,633 million
The Group provides its employees with a variety of benefits,
including termination benefits, additional months’ pay for
having reached age limits or eligibility for old-age pension,
loyalty bonuses for achievement of seniority milestones,
supplementary pension and healthcare plans, domestic electricity
discounts and similar benefits.
The item “Post-employment and other employee benefits”
relates to accruals made to cover benefits due at the time the
employment relationship is terminated and other long-term
benefits to which employees have a statutory or contractual
right as well as other post-employment benefits.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The following table reports the change during the year in
actuarial liabilities and the fair value of plan assets, as well
as a reconciliation of net actuarial liabilities with
liabilities recognized in the balance sheet at December 31,2006 and December 31, 2005.
Benefits Due on Termination of
Employment and
Other Long-Term
Post-Employment Benefits Under
Benefits
Defined-Benefit Plans
2006
2005
2006
2005
(millions of euro)
Changes in actuarial liabilities:
Actuarial liabilities at the beginning of the year
1,783
1,977
1,199
1,237
Service cost
83
95
(1)
9
9
(1)
Interest cost
74
68
(1)
48
49
(1)
Benefits paid
(162
)
(232
)
(58
)
(54
)
Other changes
(64
)
—
(6
)
—
Changes in scope of consolidation
37
(113
)
6
(61
)
Actuarial (gains)/losses
(31
)
(12
)
3
19
Foreign exchange (gains)/losses
3
—
1
—
Actuarial liabilities at the end of the year
1,723
1,783
1,202
1,199
Changes in plan assets:
Fair value at the beginning of the year
281
172
23
23
Expected return on plan assets
14
12
—
1
Actuarial gains/(losses)
(2
)
(9
)
—
—
Contributions paid by company
26
15
1
—
Other changes
—
109
—
—
Benefits paid
(24
)
(18
)
(1
)
(1
)
Fair value at the end of the year
295
281
23
23
Reconciliation with carrying amount:
Net actuarial liabilities at the end of the year
1,428
1,502
1,179
1,176
Unrecognized (gains)/losses
(29
)
(3
)
3
(19
)
Carrying amount of liabilities at the end of the year
1,457
1,505
1,176
1,157
(1)
Includes Telecommunications and Transmission Networks Divisions
until date of deconsolidation.
The liabilities recognized are reported net of plan assets,
whose fair value at period-end amounted to
€318 million, including net unrecognized actuarial
gains of €26 million. The expected return used in
estimating the fair value of the plan assets is equal to 4.5%
(4.2% in 2005).
The fair value of plan assets was determined to be the present
value of the related obligations, as all plan assets are
qualified insurance policies that exactly match the amount and
timing of some of the benefits payable under the different plans.
The cost of employee benefits in 2006 came to
€186 million (€257 million in 2005), of
which €108 million in respect of accretion cost is
recognized under interest cost (€117 million in
2005) and €78 million is recognized under
personnel costs. The cost for termination benefits in 2006
amounted to €101 million, of which
€37 million is in respect of accretion cost.
Provision for litigation, risks and other charges:
— nuclear decommissioning
382
56
(38
)
(59
)
—
123
—
1,893
173
2,189
— non-nuclear plant retirement and site restoration
80
—
(60
)
7
27
16
—
169
11
223
— litigation
382
56
(38
)
(59
)
341
62
(22
)
7
(40
)
348
—
CO2
emissions charges
—
228
—
—
228
9
(108
)
—
(120
)
9
— other
647
171
(74
)
(194
)
550
215
(61
)
436
(180
)
960
Total
1,109
455
(172
)
(246
)
1,146
425
(191
)
2,505
(156
)
3,729
Provision for early-retirement incentives
295
69
(8
)
(235
)
121
400
—
21
(120
)
422
TOTAL
1,404
524
(180
)
(481
)
1,267
825
(191
)
2,526
(276
)
4,151
Nuclear
decommissioning provision
The “nuclear decommissioning” provision regards the V1
and V2 plants at Jasklovske Bohunice and EMO 1 and 2 plants at
Mochovce. It comprises:
•
provision for disposal and storage of radioactive waste: at
December 31, 2006 this amounted to €288 million
in respect of the cost for the transport, treatment and storage
of nuclear waste. The liability was estimated on the basis of
the Company’s obligations under the applicable Slovakian
legislation;
•
provision for storage and long-term disposal of spent nuclear
fuel: at December 31, 2006 this amounted to
€1,222 million in respect of the estimated cost for
the transport and storage of spent nuclear fuel. The liability
was estimated on the basis of engineering and financial
assessments of the costs of building the storage facilities;
•
provision for decommissioning of nuclear power plants: at
December 31, 2006 this amounted to €679 million
in respect of the estimated cost of retiring the plants. The
liability was estimated on the basis of engineering and
financial assessments of the cost of retirement (also using
comparative analyses) and the operating plans for
decommissioning established by the relevant Slovakian
authorities.
The estimated timing of the outlays described above takes
account of current knowledge of environmental regulations, the
amount of time used to estimate the costs and the difficulties
presented by the extremely long time span over which such costs
could arise. The charges covered by the provisions are reported
at their present value using discount rates of between 4.2% and
4.5%.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Provision
for non-nuclear plant retirement and site restoration
The “provision for non-nuclear retirement and site
restoration” represents the present value of the estimated
cost for the retirement and removal of non-nuclear plant where
there is a legal or constructive obligation to do so. The
increase in 2006 of €196 million is related to
Slovenské elektrárne in the amount of
€190 million (of which €169 million at the
acquisition date) regarding the thermal plants at Novany and
Vojany.
Litigation
provision
The “litigation” provision covers liabilities that
could arise in respect of pending litigation and other disputes.
It includes an estimate of the potential liability relating to
disputes that arose during the period, as well as revised
estimates of the potential costs associated with disputes
initiated in prior periods. The estimates are based on the
opinions of internal and external legal counsel.
Other
provisions
“Other” provisions refer to various risks and charges,
mainly in connection with regulatory disputes and disputes with
local authorities regarding various duties and fees.
Provision
for early-retirement incentives
The “Provision for early-retirement incentives”
includes the estimated charges relating to binding agreements
for the voluntary termination of employment contracts in
response to restructuring needs.
(17.d)
Deferred tax liabilities —
€2,504 million
The table reports changes in “Deferred tax
liabilities” by type of temporary difference, determined on
the basis of the current tax rates.
The caption includes the deferred tax liabilities on differences
between depreciation charged for tax purposes, including
accelerated depreciation, and depreciation based on the
estimated useful lives of assets.
Derivatives outstanding at December 31, 2006 and 2005 were
essentially composed of interest rate hedges on a number of
long-term floating-rate loans. The negative fair value of such
positions, primarily the result of a significant reduction in
market interest rates in recent years, is largely offset by the
reduction in financial expense relating to the hedged
liabilities.
(17.f)
Other non-current liabilities —
€1,044 million
Deferred operating liabilities represent deferred connection
revenues and certain Electricity Equalization Fund contributions.
(18)
EQUITY
ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT COMPANY
Equity
attributable to the shareholders of the Parent
Company — €18,460 million
During 2006, 19,124,633 options that had been distributed under
the stock option plans for 2002, 2003 and 2004 were exercised.
The exercise of these options generated an increase of
€108 million in equity through an increase in share
capital of €19 million and in the share premium
reserve of €89 million. In addition, as regards the
exercised options, the share premium reserve increased by a
further €7 million as a result of the reclassification
from the specific stock option reserve.
Share
capital — €6,176 million
Share capital at December 31, 2006 consisted of
6,176,196,279 ordinary shares with a par value of €1.00
each (6,157,071,646 shares at December 31, 2005).
Other
reserves — €4,386 million
Share
premium reserve — €607 million
The change in the year reflects the exercise of stock options by
beneficiaries.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Legal
reserve — €1,453 million
Other
reserves — €2,245 million
This includes €2,215 million in respect of the
remaining portion of the value adjustments carried out when Enel
was transformed from a public entity to a company limited by
shares. This amount does not constitute taxable income when
distributed.
Foreign
currency translation reserve —
€81 million
The increase in this aggregate for the period is attributable to
the net appreciation of the functional currency against the
foreign currencies used by subsidiaries.
Reserve
from measurement of financial instruments —
€163 million
This item includes €16 million in losses not yet
realized at the end of the period in respect of the measurement
of cash flow hedging derivatives and recognized directly in
equity, as well as €177 million in unrealized gains
arising in respect of the fair value measurement of financial
assets.
The table below shows the changes in gains and losses recognized
directly in equity including minority interests and net of the
related tax effects.
Reserve for fair value measurement of cash flow hedging,
effective portion
(138
)
71
52
(15
)
Reserve for fair value measurement of financial investments held
for sale
132
77
(32
)
177
Reserve for foreign exchange differences
60
66
126
Total gains/(losses) recognized in equity
54
214
20
288
Net deferred tax liabilities calculated on the balance at
December 31, 2006 were a negative €7 million (a
positive €53 million at December 31, 2005). The
net change of €60 million during the year included
€39 million of net deferred tax liabilities in respect
of gains and losses recognized directly in equity and
€21 million of accrued taxes in respect of reserves
released to the income statement.
The Company estimates that approximately €30 million
of net derivatives gain recognized in equity as of
December 31, 2006 will be reclassified into earnings within
the next twelve months.
(19)
RELATED
PARTIES
As the main operator in the field of generation, transport and
distribution of electricity in Italy, Enel provides services to
a number of State-controlled companies. In the current
regulatory framework, Enel concludes transactions with
Terna — Rete Elettrica Nazionale, the Single Buyer,
the Electricity Services Operator and the Market Operator (each
of which is entirely controlled either directly or indirectly by
the Ministry for the Economy and Finance).
Fees for the transport of electricity payable to Terna and
certain charges paid to the Market Operator are determined by
the Authority for Electricity and Gas.
Transactions relating to purchases and sales of electricity
concluded with the Market Operator on the Power Exchange and
with the Single Buyer are settled at market prices.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Companies in the Domestic Sales Division acquire electricity
from the Single Buyer and settle the contracts for difference
related to CIP6 energy with the Electricity Services Operator,
in addition to paying Terna fees for the use of the National
Transmission Network (NTN). Companies that are part of the
Domestic Generation and Energy Management Division, in addition
to paying fees for the use of the NTN to Terna, acquire from and
sell electricity to the Market Operator on the Power Exchange.
Enel also acquires fuel for generation and gas distribution and
sale from ENI, a company controlled by the Ministry for the
Economy and Finance.
All transactions with related parties are concluded on normal
market terms and conditions.
— sureties and other guarantees granted to third
parties
1,356
Commitments to suppliers for:
— electricity purchases
4,592
— fuel purchases
33,024
— various supplies
6,177
— tenders
1,827
— other
258
Total
45,878
TOTAL
47,234
Guarantees granted to third parties amounted to
€1,356 million and include €737 million in
commitments relating to the sale of real estate assets in
connection with the regulations that, for a period of six years
and six months from July 2004, govern the termination of leases
and the related payments. The value of such guarantees is
reduced annually by a specified amount.
The expected cash flow of the lease contracts, including
forecast inflation, is as follows:
•
2007: €74 million;
•
2008: €73 million;
•
2009: €74 million;
•
2010: €68 million;
•
2011: €55 million.
Commitments for electricity mainly relate to imports from
France, Switzerland and Germany, and are all related to the
period
2007-2011.
Commitments for the purchase of fuels are determined with
reference to the parameters and exchange rates applicable at the
end of the period (given that fuel prices vary and are mainly
set in foreign currencies). The total at
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
December 31, 2006, was €33,024 million, of which
€13,930 million refers to the period
2007-2011,
€11,982 to the period
2012-2016,
€6,912 million to the period
2017-2021,
and the remaining €200 million beyond 2021.
(21)
CONTINGENT
LIABILITIES AND ASSETS
Litigation
on rates
Enel is the target of a series of suits filed by a number of
companies that consume large amounts of electricity and who have
challenged, in full or in part, the legitimacy of the measures
with which first the Interministerial Price Committee (CIP) and
then the Authority for Electricity and Gas determined changes in
electricity rates in the past. To date, the courts have
generally rejected the complaints lodged and an examination of
the rulings would indicate that the chance of unfavorable
judgments is remote.
Environmental
litigation
Litigation regarding environmental issues primarily concerns the
installation and operation of power lines and equipment of Enel
Distribuzione, which succeeded Enel SpA in the related
relationships.
Enel Distribuzione has been involved in a number of civil and
administrative suits relating to requests, often using urgent
procedures, for the precautionary transfer or modification of
operations on power lines by persons living near them on the
basis of their alleged potential to cause harm, despite the fact
that they have been installed in compliance with current
regulations. In a number of proceedings claims for damages for
harm caused by electromagnetic fields have been lodged. The
outcome of litigation on these issues is normally favorable to
Enel Distribuzione, with only sporadic adverse precautionary
rulings. All of these have been appealed, so that at the present
date there are no final adverse rulings, and no damages for
physical harm have ever been granted.
There have also been a number of proceedings concerning
electromagnetic fields generated by medium- and low-voltage
transformer substations within buildings, in which the equipment
has always been in compliance with induction limits set by
current regulations.
The situation concerning litigation has evolved due to the
clarification of the legislative framework following the entry
into force of the framework law on electromagnetic emissions
(Law 36 of February 22, 2001) and the related
implementing regulations (Prime Minister’s Order of
July 8, 2003). The new regulations seek to harmonize
regulation of the field at the national level. The new rules
also introduce a ten-year program as from the entry into force
of Law 36/2001 for the environmental upgrading of the entire
national network to comply with new exposure limits. They also
envisage the possibility of recovering, in part or in full,
costs incurred by the owners of power lines and substations
through electricity rates, in accordance with criteria to be set
by the Authority for Electricity and Gas, pursuant to Law
481/95, as they represent costs incurred in the public interest.
At present, the Prime Minister has not issued the Order setting
the criteria for the upgrading of power lines (Article 4(4)
of Law 36/2001), nor have the criteria for measuring of the
parameters and calculating tolerance limits been established, as
provided for in the Order of July 8, 2003.
A number of urban planning and environmental disputes regarding
the construction and operation of certain power plants and
transmission and distribution lines are pending. Based on an
analysis of individual cases, Enel believes the possibility of
adverse rulings is remote. For a limited number of cases, an
unfavorable outcome cannot be ruled out completely, however. The
consequences of unfavorable judgments could, in addition to the
possible payment of damages, also include the costs related to
work required to modify electrical equipment and the temporary
unavailability of the plant. At present such charges cannot be
reliably quantified and are therefore not included in the
“Provision for litigation, risks and other charges”.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Porto
Tolle thermal plant
Air
pollution — Criminal proceedings against Enel
directors and employees
— Damages
for environmental harm
Concluding criminal proceedings which begun in 2005, the Court
of Adria, in a ruling issued March 31, 2006, convicted
former directors and employees of Enel for a number of incidents
of air pollution caused by emissions from the Porto Tolle
thermoelectric plant. The decision, provisionally enforceable,
held the defendants and Enel (as a civilly liable party) jointly
liable for the payment of damages for harm to multiple parties,
both natural persons and local authorities. Damages for a number
of mainly private parties were set at the amount of
€367,000. The calculation of the amount of damages owed to
certain public entities (the Regions of Veneto and Emilia
Romagna, the Province of Rovigo and various municipalities) has
been postponed to a later civil trial, although a
“provisional award” of about €2.5 million
was granted and has been provided for.
An appeal has been lodged against the ruling of the Court of
Adria by the Company and its employees and former directors. If
the ruling in the criminal case is affirmed, any civil lawsuits
brought by interested parties seeking total compensation for
losses suffered could expose the Company to the risk of further
expenditures that cannot currently be quantified.
Out-of-court
disputes and litigation connected with the blackout of September28, 2003
With regard to the blackout that occurred on September 28,2003, Enel Distribuzione received numerous letters (most drafted
on the basis of standardized forms prepared by consumer
associations) containing requests for automatic/lump-sum
indemnities under the Electricity Service Charter and
resolutions of the Authority for Electricity and Gas
(€25.82 each), in addition to further damages to be
quantified by customers with a view to possible legal action.
With regard to litigation, at December 31, 2006 more than
90,000 proceedings were pending against Enel Distribuzione,
individually for small amounts (almost all before justices of
the peace in Southern Italy). All involved requests for
automatic/lump-sum indemnities on the basis of the resolutions
of the Authority for Electricity and Gas and the Electricity
Service Charter or damages for loss due to the interruption of
electricity supplies. Enel Distribuzione has challenged these
requests with the following arguments: first, neither the
Authority resolutions nor the Electricity Service Charter (whose
reference legislation has been repealed) provide for
automatic/lump-sum indemnities in the case of an interruption of
supply, as specified by the Authority in a press release.
Second, in relation to both the manner and extent of the
black-out, the electricity supply interruption of
September 28, 2003 was an unexpected and unforeseeable
event and, as such, is ascribable to exceptional events beyond
the control of the Group companies, for which they cannot
therefore be held liable in any way. At December 31, 2006
more than 39,000 rulings had been issued by justices of the
peace, with a majority finding in favor of the plaintiffs.
Charges in respect of such indemnities could be recovered at
least in part under existing insurance policies. The appellate
courts have nearly all found in favor of Enel Distribuzione,
based upon both the lack of proof of the loss claimed and the
recognition that the company was not involved in causing the
event. The few adverse rulings against Enel Distribuzione (all
in Calabria) have been appealed to the Court of Cassation (the
supreme court of appeal). Although it is not possible to predict
the outcome of these proceedings, the Company believes that they
will not have a material adverse affect on its financial
condition or results.
Extension
of municipal property tax (ICI)
Article 1 quinquies of Decree Law 44 of
March 31, 2005 (ratified with Law 88/2005) stated that
Article 4 of Law 652 of April 13, 1939 (governing the
land registry) shall be interpreted with regard to power plants
alone in the sense that the buildings and permanent
constructions consist of the land and those parts that are
structurally attached to it, even temporarily, which may be
joined by any means of connection with movable parts for the
purpose of creating a single complex asset.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
As a result of this provision (the interpretation of which was
affirmed by a recent decision of the Court of Cassation) the
calculation of the imputed rental income of buildings that form
part of a generation plant must also take removable parts into
account. Consequently, the Enel Group could be required to pay
higher local ICI in the future.
The Court’s decision, however, established nothing with
regard to the criteria to be used in calculating the value to be
attributed to these components of imputed rent but rather
referred the question to the Regional Tax Commission with
territorial jurisdiction. The Regional Tax Commission of Emilia
Romagna, in Ordinance
no. 16/13/06
(filed on July 13, 2006), sent the case to the
Constitutional Court on the issue of the constitutionality of
Article 1 quinquies of the Decree Law, finding it
relevant and not clearly unfounded.
Therefore, with regard to pending litigation, the Enel Group
shall continue to pursue its case to request a substantial
reduction of the values originally assigned by the Land Registry
Offices to the removable parts of the plant. Enel has, however,
allocated €44 million to the “Provisions for
risks and charges” to cover fully the potential charges
that would result from an unfavorable outcome. At the same time,
Enel does not feel that further provisions are necessary to take
into account possible retroactive application of the rule on
imputed rent proposals, which to date have not been the subject
of comments by the Land Registry Offices and, in any event,
primarily concern small plants.
Concerning contribution obligations in respect of the
Cassa Integrazione Guadagni (CIG), Cassa Integrazione
Guadagni Straordinaria (CIGS), Disoccupazione
Involontaria (DS) and Mobilitŕ (unemployment
benefit schemes)
On May 6, 2005, the Italian National Social Security
Institute (INPS) issued a circular regarding obligatory
contributions to the Cassa Integrazione Guadagni (CIG),
Cassa Integrazione Guadagni Straordinaria (CIGS),
Disoccupazione Involontaria (DS) and Mobilitŕ
(all unemployment benefit programs). In regulating the
matter, the circular specified that contributions to be paid in
respect of the above programs are also applicable to
State-controlled
companies and national public entities involved in industrial
activities that are not wholly public-owned. These include Enel
and companies incorporated by Enel pursuant to Legislative
Decree 79 of March 16, 1999, both for the period following
the issue of the circular and retroactively as from the date on
which they ceased to be entirely owned by public entities (in
the case of Enel, as from the date of the IPO, in November 1999).
More specifically, under the provisions of the circular Enel SpA
would be required only to make contributions to CIG and CIGS,
while companies incorporated by Enel under Legislative Decree
79/1999
would also be required to contribute to the DS and
Mobilitŕ programs.
The Enel Group believes that it is not liable for these
contributions as it does not meet the conditions for
applicability. In particular, as regards past periods, the Group
contests the payment of contributions for programs whose
benefits it would not have been eligible to use.
The circular has been challenged for precautionary reasons
before the administrative courts, requesting its suspension. The
Regional Administrative Court rejected the appeal for
suspension, stating that the matter fell under the exclusive
jurisdiction of the ordinary courts. Enel therefore filed an
appeal with the Labor Court, indicating that no contribution
obligation existed for CIG, CIGS and Mobilitŕ. The
matter is still pending. Although it is not possible to predict
the outcome of these proceedings, the Company believes that they
will not have a material adverse affect on its financial
condition or results.
Owing to the complexity of the issues and the need for further
study, INPS initially extended the deadline for the payment of
accrued contributions. INPS subsequently felt it advisable to
request an opinion from the Council of State and extended the
deadline for settlement of the obligation until the opinion was
issued.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
In an opinion issued at the hearing of February 8, 2006,
the second section of the Council of State ruled, specifically,
that the circular may not have retroactive effect and that there
are no grounds for levying penalties, therefore ordering that
the circular be amended appropriately.
As regards the contribution for the Disoccupazione
Involontaria program (involuntary unemployment), and
therefore the Mobilitŕ program (which applies only
where the DS contribution is also due), the Ministry of Labor,
upon completion of the inspection begun in December 2005 to
ascertain whether the conditions exempting Enel and the
companies incorporated by it under Legislative Decree
79/1999
from the contributions continued to hold, issued a Decree on
August 1, 2006 in which it confirmed that both Enel SpA and
the companies incorporated under it that are still members of
the Enel Group have been exempt from the DS (and therefore
Mobilitŕ) schemes since they began operations. The
confirmation of the contribution exemption also affects the
Mobilitŕ contribution, whose basis of calculation is
the overall payroll subject to the contribution for
Disoccupazione Involontaria.
However, despite the generally favorable situation for Enel and
in conflict with the opinion issued by the Council of State
(whose arguments were cited by the Rome Labor Court in its
ruling no. 2384 of February 8, 2007 in Acea vs. INPS)
and the findings of the decree issued by the Ministry of Labor,
during 2006 and early 2007 Enel has received a number of tax
assessments demanding payment of contributions for previous
years for the CIG, CIGS, Mobilitŕ and DS programs.
The assessments were suspended at the initiative of INPS or with
an injunction of the Labor Court, to which Enel has appealed the
assessments received. Accordingly, as the situation stands it is
felt that the likelihood of incurring a liability in this regard
is remote.
Inquiries
by the Milan Public Prosecutor’s Office and the State Audit
Court
In February 2003, the Milan Public Prosecutor’s Office
initiated a criminal investigation (still ongoing) of former top
managers of Enelpower and other individuals for alleged offences
to the detriment of Enelpower and payments made by contractors
to receive certain contracts. Implementing the resolutions of
the boards of Enel, Enelpower and Enel Produzione, legal action
was taken against the suppliers involved, which led to
settlements with Siemens and Alstom.
On the basis of the information that emerged during the criminal
proceedings, the State Audit Court sued the former Chief
Executive Officer and a former executive of Enelpower, in
addition to the former Chairman of Enel Produzione, citing them
for possible administrative liability in relation to losses
caused to the tax authorities. Enel, Enelpower and Enel
Produzione deposited an instrument in support of the request of
the Regional Public Prosecutor. In a ruling of February 22,2006, the State Audit Court, finding that the former directors
and managers cited in the suit were liable, awarded Enelpower
damages of about €14 million. The ruling was appealed
before the Central Jurisdictional Appeals Section of the Rome
State Audit Court, where it is still pending.
In parallel with the above ruling, Enelpower and Enel Produzione
initiated a revocatory action against the claimants in respect
of the former Enel Produzione CEO and the former Enelpower CEO
and manager, to obtain a court ruling challenging their
authority to dispose certain assets of the Company.
(22)
STOCK
OPTION PLANS AND REMUNERATION OF DIRECTORS AND SENIOR
EXECUTIVES
In 2002, following the authorization obtained at an Enel
Shareholders’ meeting, the Parent launched a new
“Stock Option Plan”, granting to certain of its
executive 41,748,500 options. Among the beneficiaries of the
2002 stock-option plan, in their capacity as General Manager,
were also those who held, at different times, the position of
Enel’s Chief Executive Officer during that year.
Options under this plan vested if earnings before interest,
taxes, depreciation and amortization (EBITDA), of Enel for the
fiscal year 2002 exceeded the estimated EBITDA as indicated in
the budget approved by the Board of Directors, and if the price
of Enel shares on Telematico outperformed a specified reference
index over the same
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
period. If either of these conditions were not met, all the
options expire. In March 2003, the Company’s Board of
Directors determined that the conditions for all the options to
vest had been satisfied.
In 2003, following the authorization obtained in a Enel
Shareholders’ meeting, the Parent launched a new
“Stock Option Plan”, granting to certain of its
executive 47,624,005 options. Among the beneficiaries of the
2003 stock-option plan, in their capacity as General Manager,
were also those who held, at different times, the position of
Enel’s Chief Executive Officer during that year.
This plan is based on conditions similar to the 2002 plan. In
March 2004, the Company’s Board of Directors determined
that the condition for all the options to vest had been
satisfied.
In 2004, following the authorization obtained in a Enel
Shareholders’ meeting, the Parent launched a new
“Stock Option Plan”, granting to certain of its
executive 38,527,550 options. Among the beneficiaries of the
2004 stock-option plan, in their capacity as General Manager,
was also those who held the position of Enel’s Chief
Executive Officer during that year.
This plan is based on conditions similar to the 2003 plan. In
March 2005, the Company’s Board of Directors determined
that the condition for all the options to vest had been
satisfied.
In 2004, Enel’s Board of Directors awarded to all option
holders, a cash bonus of euro 0.41 due upon exercise of
stock options.
In 2005, Enel’s Board of Directors awarded to all option
holders, a cash bonus of euro 0.62 due upon exercise of
stock options.
The risk-free rate for periods within the contractual life of
the option is based on the Euro yield curve at the time of the
grant.
On May 26, 2006, the Enel Ordinary Shareholders’
Meeting approved the 2006 stock option plan, granting the Board
of Directors the powers required to carry out the plan, to be
exercised in accordance with criteria established by the
Shareholders’ Meeting. On August 4, 2006, the Board of
Directors of Enel SpA, exercising the authority given to it by
the Shareholders’ Meeting, granted 31,790,000 options to
461 Enel Group executives. Achievement of the targets set in the
2006 plan will be verified between 2008 and 2009.
As established by the Board of Directors, executives were
divided into different brackets, with each bracket receiving a
different number of options. The right to subscribe the shares
is subordinated to the executives concerned remaining employed
within the Group, with a number of exceptions (for example,
termination of employment because of retirement or permanent
invalidity, exit from the Group of the company at which the
executive is employed, and succession) specifically governed by
the Regulations.
The options may be exercised subject to a number of specific
suspensory conditions. These include exceeding Group EBITDA
forecasts and the performance of Enel shares with respect to the
benchmark index indicated in the Regulations for each plan.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Remuneration
of directors and senior executives
The current members of Enel’s board of directors were
appointed on May 26, 2005 at the annual meeting of
Enel’s shareholders. Enel’s shareholders also set the
directors’ individual base compensation in an amount equal
to €85,000 per year; while the board of directors set the
additional compensation of the Chairman of the board of
directors and the Chief Executive Officer, after having received
the opinion of the board of statutory auditors in accordance
with the Company’s by-laws. The following amounts include
compensation matured to such persons.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Executive officers who are not also directors received
compensation in 2006 of €7,428,332.98.
The aggregate compensation Enel and its subsidiaries paid to all
of Enel’s directors, senior managers and statutory auditors
identified in this annual report, excluding pension, retirement
or similar benefits, for the year ended December 31, 2006,
was approximately €10.5 million
(€24.7 million in 2005). The aggregate amount paid or
accrued for pension, retirement or similar benefits for the same
directors, statutory auditors and executive officers for the
year ended December 31, 2006, was approximately
€2.5 million (€2.7 million in 2005).
In addition, Mr. Conti, in his capacity as Chief Financial
Officer, was granted options as described in the table below:
Stock Option Plan
Options Exercisable
Strike Price
Option Exercised
Resulting Shares Sold
of Which in 2006
2001
347,916
7.272
347,916
—
332,916
2002
902,500
6.426
566,500
—
566,500
2003
992,800
5.240
497,840
—
497,840
2004
600,000
6.242
—
—
—
2006
1,500,000
6.842
—
—
—
On March 27, 2007, the board of directors approved a
proposal for a new stock option plan that provides for the
assignment to the Chief Executive Officer, in his capacity as
General Manager, of 1,500,000 options to subscribe to the same
number of Enel’s newly issued ordinary shares. On
May 25, 2007 the annual shareholders’ meeting approved
this proposal and authorized the board of directors to implement
this stock option plan.
23.
NET
INCOME AND SHAREHOLDERS’ EQUITY IN ACCORDANCE WITH U.S.
GAAP
Differences
Between IFRS-EU and United States Generally Accepted Accounting
Principles
As discussed in Note 2, the accompanying consolidated
financial statements as of December 31, 2006 and 2005 and
for three-year period ended December 31, 2006 were prepared
in compliance with International Financial Reporting Standards
as adopted by the European Union. There are no differences
between IFRS-EU and IFRS published by the International
Accounting Standards Board (“IASB”) as these standards
relate to the Company’s financial statements.
IFRS-EU differ in certain significant aspects from accounting
principles generally accepted in the United States of America
(“U.S. GAAP”). The following table
(“Reconciliation Table”) presents a summary of the
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
adjustments to consolidated net income and to consolidated
shareholders’ equity that would have been required if
U.S. GAAP had been applied instead of IFRS-EU.
Net Income
Equity
For the Years Ended December 31,
As of December 31,
Note
2006
2005
2004
2006
2006
2005
2006
(millions of euros)
(millions of
(millions of euros)
(millions of
U.S. dollars)
U.S. dollars)
Financial statements:
Of the parent company
3,036
3,895
2,631
4,007
18,460
19,057
24,362
Of the minority interest
23.1
65
237
116
86
565
359
746
Total
3,101
4,132
2,747
4,093
19,025
19,416
25,108
Increases/(Decreases) due to:
Minority Interest
23.1
(61
)
(237
)
(116
)
(81
)
(968
)
(359
)
(1,277
)
Customers’ connection fees
23.2
(355
)
(419
)
(464
)
(469
)
(2,182
)
(1,827
)
(2,880
)
Revaluation of fixed assets, related depreciation and adjustment
for gain/loss on disposal
23.3
(27
)
183
1,057
(36
)
618
645
816
Capitalized interests and related depreciation
23.4
33
(12
)
(33
)
44
1,269
1,236
1,675
Early retirement program
23.5
294
(121
)
197
388
370
76
488
Employee benefit obligations
23.6
(36
)
6
38
(48
)
(8
)
151
(11
)
Goodwill impairment and subsequent disposal of an affiliate
23.7
775
947
(1,722
)
1,023
—
(775
)
—
Business combinations, goodwill and other intangible assets
23.8
(100
)
(69
)
(86
)
(132
)
(3
)
97
(4
)
Negative goodwill and related adjustments
23.9
(24
)
(24
)
—
(32
)
(48
)
(24
)
(63
)
Deferred taxes on equity reserves
23.10
—
—
—
—
(571
)
(571
)
(754
)
Assets retirement obligations
23.11
62
1
(6
)
82
72
10
95
Gain on sale of real estate business
23.12
24
220
(667
)
31
(423
)
(447
)
(558
)
Investment in equity securities — unlisted equity
investments
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The condensed Consolidated Balance Sheets as of
December 31, 2006 and 2005 presented below have been
adjusted to reflect the differences between IFRS-EU and
U.S. GAAP.
The condensed Consolidated Statements of Income for the years
ended December 31, 2006, 2005 and 2004 presented below have
been adjusted to reflect the differences between IFRS-EU and
U.S. GAAP.
CONSOLIDATED
STATEMENTS OF INCOME
2006
2005
2004
2006
(millions of euro)
(millions of
U.S. dollars)
Total operating revenues
39,023
35,875
31,535
51,498
Income from equity exchange transaction
263
—
—
347
Total operating expenses
32,551
29,235
24,436
42,957
Net income/(charges) from commodity risk management
(614
)
272
(16
)
(810
)
Operating income
6,121
6,912
7,083
8,078
Financial income (loss)
(362
)
(763
)
(703
)
(478
)
Gain (Loss) on equity method investments
3
(30
)
(36
)
4
Income from continuing operations before income taxes and
minority interest
5,762
6,119
6,344
7,604
Income tax expense
1,985
1,991
2,288
2,620
Income from continuing operations before minority interest
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The income from discontinued operation, net of tax, in 2005 and
2004 was as follow:
2005
2004
Income from operations of discontinued operations
(200
)
94
Gain from disposal of discontinued operations
951
(2,990
)
Income taxes
66
(31
)
Net income of discontinued operations, net of tax
817
(2,927
)
The following table shows the statements of changes in
shareholders’ equity for the years ended December 31,2006, 2005, and 2004 adjusted to reflect the differences between
IFRS-EU and U.S. GAAP.
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Notes
2006
2005
2004
2006
(millions of euros)
(millions of
U.S. dollars)
U.S. GAAP shareholders’ equity at the beginning of the
year
17,638
15,697
18,651
23,277
Movements during the year:
Net income for the year
3,719
4,698
1,031
4,908
Interim dividend
(1,235
)
(1,169
)
(2,014
)
(1,630
)
Dividend
(2,715
)
(2,214
)
(2,195
)
(3,583
)
Accumulated other comprehensive income (loss), net of tax
— Minimum pension liabilities
(33
)
17
43
(44
)
— Application of SFAS 158
(49
)
—
(65
)
— Financial instruments
145
241
(45
)
191
— Other
49
29
(15
)
65
Exercise of stock options
108
339
241
143
Minority interest of Slovenské elektrárne
23.1
(407
)
(537
)
U.S. GAAP shareholders’ equity at the end of the year
17,220
17,638
15,697
22,725
Tax effects on other comprehensive income are disclosed in
Note 24(a).
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
23.1. Minority
Interest
Under U.S. GAAP, shareholder’s equity and net income
comprise the equity portion attributed to equity holders of the
Parent Company only. However, under IFRS-EU equity and net
income include the equity and net income corresponding to the
shareholders of both the controlling shareholder and the
minority interests. Therefore, an adjustment to reconcile to
U.S. GAAP is recorded in order to exclude the Minority
Interests portion of shareholder’s equity and net income.
Under U.S. GAAP, when the Company consolidates the assets
and liabilities of an acquired subsidiary that is not wholly
owned, the fair value adjustments are limited to the amount
attributable to the Company’s ownership percentage;
therefore, under U.S. GAAP minority interests represent the
minority’s share of the carrying amount of the
subsidiary’s net assets; while, under IFRS, the
minority’s proportion is measured at fair value at the date
of the business combination.
Accordingly, under U.S. GAAP, if an acquired company has a
deficit in historical shareholders’ equity, the minority
interests’ share of the acquired company is presented as a
direct reduction of the consolidated equity and the Company
wholly recognizes the acquired enterprise’s results to the
extent of such reductions.
Following the acquisition of Slovenské elektrárne, the
Company recorded €407 million of negative minority
interest under U.S.GAAP as a reduction of
shareholders’equity and wholly recognized in Group net
income €4 million minority net income realized by the
acquired company under IFRS-EU and €24 million
minority impact on the adjustments between IFRS-EU and U.S.GAAP.
23.2. Customers’
Connection Fees
Under IFRS-EU connection fees collected from new non eligible
customers for connection to the electricity network which does
not require an upgrade of the distribution network assets, are
considered as a standalone transaction as there is no further
obligations for the Company and all other service are paid for
separately. Accordingly such fees are immediately recognized as
revenues, meeting the revenue recognition criteria.
Under U.S. GAAP, such connection fees which is considered
to be revenue earned from access and similar charges is
recognized over the estimated life of the customer relationship,
which is estimated at 20 years.
23.3. Revaluation
of fixed assets, related depreciation and adjustment for
gain/loss on disposal
The Company elected to use certain revaluations made to fixed
assets at, or before, the date of transition to IFRS-EU as
deemed costs at the date of the revaluation. Under
U.S. GAAP, such revaluations are not permitted.
The Reconciliation Table includes adjustments to eliminate the
revaluations and related accumulated depreciation, to reflect
the effect of the recomputation of depreciation charge on a
historical U.S. GAAP cost basis and to recognize gains or
losses on asset disposals in accordance with U.S. GAAP book
value.
23.4. Capitalized
interest and related depreciation
Under U.S. GAAP, interest on qualifying assets is
capitalized as part of the cost of constructing an asset in
accordance with Statement of Financial Accounting Standards
(“SFAS”) No. 34, “Capitalization of Interest
Cost”. Under IAS 23, interest capitalization is permitted,
but not required. Under IFRS-EU, the Company has elected not to
capitalize interest. The Reconciliation Table includes an
adjustment to reflect the capitalization of interest on assets,
to the extent those assets qualify for interest capitalization
in accordance with SFAS No. 34, and the related effect
on the depreciation.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
23.5. Early
Retirement Program
Under IFRS-EU an entity shall recognize termination benefits as
a liability and an expense when a legal or constructive
obligation exists, i.e. when the entity has a detailed formal
plan, without realistic possibility of withdrawal, to terminate
the employment of an employee or group of employees before the
normal retirement date.
Under U.S. GAAP in accordance with SFAS 88, voluntary
early retirement benefits are recognized when the employees
formally accept the offer and the amount can be reasonably
estimated.
The reconciliations include adjustments to eliminate the
provision that did not meet U.S. GAAP criteria and
recognition of such expense in the period in which such criteria
were met.
23.6 Employee
Benefit Obligations
Pursuant to an exemption provided by IFRS 1, the Company has
elected to record unrecognized net actuarial gains and losses as
of January 1, 2004 to retained earnings. Under
U.S. GAAP this exemption is not applicable and generates a
difference relating to the amortization of actuarial gains and
losses recognized in income.
SFAS 158 “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans” for an
employer with publicly traded equity securities, introduced,
effective December 31, 2006 the requirement to recognize
the funded status of a benefit plan and the related disclosure
requirements.
This Statement requires recognition of the overfunded or
underfunded status (measured as the difference between plan
assets at fair value-with limited exceptions where applicable-
and the benefit obligation) of a defined benefit postretirement
plan (other than a multiemployer plan) as an asset/liability in
its statement of financial position and to recognize changes in
that funded status in the year in which the changes occur
through other comprehensive income. Upon initial application of
this statement and subsequently, an employer should continue to
apply the provisions in SFAS no. 87, 88, and 106 in
measuring plan assets and benefit obligations as of the date of
its statement of financial position and in determining the
amount of net periodic benefit costs.
Under IAS 19 and Enel’s “corridor approach”
related option the actuarial gain and loss are recognized over
expected remaining working lives of participants for the net
gain/loss in excess of 10% of the greater of the defined
obligation or the fair value of plan assets at the beginning of
the year. Positive/negative past service cost are recognized
over remaining service period if they have not already ended.
Therefore under IFRS-EU no funded status is recognized as an
asset or liability with changes recognized through other
comprehensive income (“OCI”).
In adopting SFAS 158, as illustrated in the following
table, unrecognized actuarial gains or losses and prior
unrecognized service costs were recognized for
€260 million, net of tax, as a component of
accumulated other comprehensive income. This SFAS 158
adoption resulted in an increase in deferred tax assets of
€23 million.
The estimated amount of actuarial gains and losses recognized in
accumulated other comprehensive income at December 31, 2006
which will be amortized through the income statement in 2007 is
€18 million.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
23.6.1. Pension
and Other Post-retirement Benefits disclosures
The following table illustrates the changes in the projected
benefit obligation and in the fair value determined as
market-related value of plan assets under U.S. GAAP.
Pensions Benefits
Other Post-retirement Benefits
2006
2005
2006
2005
(millions of euro)
(millions of euro)
Change in Projected Benefit Obligation:
Benefit Obligation at Jan 1
1,792
1,990
1,220
1,241
Service cost
83
78
9
6
Interest cost
75
78
49
48
Actuarial (gain) loss
(30
)
(12
)
3
39
Settlement
(49
)
(48
)
—
—
PBO of business acquired (disposed)
37
(113
)
6
(61
)
Benefits paid
(162
)
(181
)
(58
)
(53
)
Adjustment
(1
)
—
2
—
Benefit Obligation at Dec 31
1,745
1,792
1,231
1,220
Change in Plan Asset:
Fair value of plan assets at Jan 1
312
297
26
22
Actuarial return on plan assets
(4
)
14
(1
)
1
Company contribution
21
156
—
—
Benefit paid
(20
)
(111
)
—
(1
)
Settlement
—
(48
)
—
—
Adjustments
(1
)
—
2
—
Gains/(Losses)
—
4
—
4
Fair value of plan assets at Dec 31
308
312
27
26
Reconciliation of Funded Status of the Plan:
Funded/(unfunded) status
(1,437
)
(1,480
)
(1,204
)
(1,194
)
Unrecognized net (gain)/loss
—
400
—
42
Unrecognized net transition obligation
—
(14
)
—
—
Accrued benefit cost
(1,437
)
(1,094
)
(1,204
)
(1,152
)
Adjustment for minimum liability
—
(265
)
—
—
Amount recognized in the consolidated balance sheet
(1,437
)
(1,359
)
(1,204
)
(1,152
)
Information for pension plans with an accumulated benefit
obligation in excess of plan assets:
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The amount of the provisions recognized in the consolidated
balance sheet in accordance with U.S. GAAP are split
between current and non current portions as following:
2006
2005
(millions of euro)
Provisions for pensions
2,641
2,246
Thereof current
132
200
Thereof non-current
2,509
2,046
Pensions Benefits
Other Post-Retirement Benefits
2006
2005
2006
2005
(millions of euro)
(millions of euro)
Accrued benefit cost
(1,437
)
(1,359
)
(1,204
)
(1,152
)
Accumulated other comprehensive income
—
265
—
—
Net amount recognized
(1,437
)
(1,094
)
(1,204
)
(1,152
)
Since under SFAS 158 the funded status is reported on the
balance sheet, the obligation to recognize the minimum pension
liability no longer applies. Other comprehensive income for
minimum pension liability increased in 2005 by
€26 million, then decreased in 2006 by
€50 million.
Other Post-
Pensions Benefits
Retirement Benefits
2006
2005
2004
2006
2005
2004
(millions of euro)
(millions of euro)
Components of Net Periodic Benefit Cost:
Service cost
83
78
101
9
6
12
Interest cost
75
78
104
49
48
56
Expected return on plan assets
(15
)
(13
)
(13
)
(1
)
(1
)
(1
)
Amortization and of actuarial (gain) loss
(16
)
13
17
3
—
—
Net periodic benefit cost
127
156
209
60
53
67
Settlement cost and other adjustments
(50
)
39
71
—
—
2
Total cost accrual
77
195
280
60
53
69
Other Post-
Pensions Benefits
Retirement Benefits
2006
2005
2004
2006
2005
2004
Weighted-average assumptions used in determining net periodic
cost for year:
Discount rate
4.0
%
4.25
%
5.0
%
4.0
%
4.25
%
5.0
%
Expected return on plan assets
4.5
%
4.2
%
5.0
%
4.5
%
4.2
%
5.0
%
Rate of compensation increase
3.0
%
3.0
%
3.5
%
3.0
%
3.0
%
3.5
%
Additional
Information
2006
2005
Assumed health care cost trend rates at December 31
Health care cost trend rate assumed for next year
2.00
%
3.00
%
Rate to which the trend rate is assumed to decline (the ultimate
trend rate)
2.00
%
3.00
%
Year that the rate reaches the ultimate trend rate
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Assumed health care cost trend rates have a significant effect
on the amounts reported for the health care plans. A
one-percentage-point change in assumed health care cost trend
rates would have the following effects:
1-Percentage-
1-Percentage-
Point Increase
Point Decrease
(millions of euro)
Effect on total cost
—
—
Effect on accumulated post-retirement benefit obligation
2
(1
)
The Company’s pension plan and post retirement plan assets,
which solely relate to certain Spanish subsidiaries, are
entirely covered by insurance contracts. Under the terms of the
contracts, the annual yield is guaranteed by the insurance
company and investment decisions are the responsibility of the
insurance company.
Estimated
Future Benefit Payments
The following undiscounted benefit payments, including benefits
attributable to estimated future employee service, are expected
to be paid:
Pension
Other Post-
Benefits
Retirement Benefits
(millions of euro)
2007
142
12
2008
152
12
2009
172
13
2010
194
13
2011
222
13
Years
2012-2016
1,146
68
23.7 Goodwill
impairment and subsequent disposal of an affiliate
SFAS 142 requires that goodwill is tested for impairment
using a prescribed two-step process. The first step screens for
potential impairment by comparing the fair value of the
reporting units to their carrying values. If the fair value of a
reporting unit is less than its carrying value, the second step
must be completed. Step two requires a computation of the
implied fair value of the reporting unit’s goodwill in
comparison to the carrying amount of goodwill. Any excess of the
carrying amount of goodwill over its implied fair value must be
recorded as an impairment charge.
The Company estimates fair value for its reporting units using a
present value technique, incorporating estimated discounted
future cash flow assumptions that marketplace participants would
use in their estimates of fair value. The June 30, 2004
impairment test of the telecommunications reporting unit,
evaluated using the same basis as previous years, did not result
in an impairment charge. However, due to a change in
circumstances that the Company believed would more likely than
not reduce the fair value of the reporting unit below its
carrying amount, the Company reperformed the impairment test as
of December 31, 2004, which resulted in an additional
goodwill impairment charge of €1,722 million as
compared to the charge recorded under IAS 36, which related to
the Company’s interest in Wind.
The reconciliation table adjustments in 2005 and 2006 includes
the increase in net income equal to €947 million and
€775 million related to the disposal of 62.75% and
37.25% ownership interest in Wind in 2006 and 2005 respectively
, which was recorded at a lower carrying amount under
U.S. GAAP as a result of the above impairment charge.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
23.8 Business
combinations, goodwill and other intangible assets
Pursuant to an exemption provided by IFRS 1, the Company elected
not to restate business combinations completed prior to
January 1, 2004.
Under U.S. GAAP, the Company follows Statement of Financial
Accounting Standards No. 141, Business Combinations
(SFAS 141), which requires the purchase method of
accounting to be used for all business combinations, initiated
after June 30, 2001. SFAS 141 also includes guidance
on the initial recognition and measurement of goodwill and other
intangible assets acquired in a business combination.
Differences under IFRS-EU and US GAAP resulted to the extent of
pre-existing differences between Italian GAAP and US GAAP
arising primarily from the allocation of excess cost to assets
acquired and liabilities assumed and from the goodwill
amortization until January 1, 2004 not permitted under US
GAAP, following the adoption of SFAS No. 142, effective
January 1, 2002.
When the Company consolidates the assets and liabilities of an
acquired subsidiary that is not wholly owned, the fair value
adjustments are limited to the amount attributable to the
Company’s ownership percentage; therefore, under
U.S. GAAP minority interests represent the minority’s
share of the carrying amount of the subsidiary’s net
assets; while, under IFRS, the minority’s proportion is
measured at fair value of such net assets at the date of the
business combination.
If an acquired company has a deficit in historical
shareholders’ equity, the minority interests’ share of
the acquired company could be presented as a direct reduction of
the consolidated equity, or as goodwill to the extent that the
minority shareholders’ have not a binding obligation to
compensate the cumulative losses. The Company presented the
deficit of the shareholders’ equity attributable to
minority interests’ as a direct reduction of its
consolidated equity and wholly recognizes the acquired
enterprise’s results to the extent of such direct reduction
from consolidated equity.
The Company follows Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets
(SFAS 142). SFAS 142 prohibits the amortization of all
goodwill and intangible assets with indefinite useful lives, and
also requires that goodwill included in the carrying value of
equity method investments no longer be amortized. Intangible
assets, excluding goodwill, that have finite useful lives
continue to be amortized over their useful lives.
23.8.1 Camuzzi
Purchase Price Allocation
On May 23, 2002, the Company purchased 98.81% of the share
capital of Camuzzi Gazometri SpA,for €1,045 million in
cash.
Under U.S. GAAP, the Company accounted for such acquisition
as a purchase and recorded a customer relationship intangible of
€566 million, which is being amortized over
15 years deemed to be appropriate in view of estimated
customer turnover, and a license valued at €66 million
which is being amortized over 9 years over the duration of
the license. If the license is not renewed, the customer
relationship continues to exist even though the license is held
by another party.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The following table summarizes the fair value of the assets
acquired and liabilities assumed, on a U.S. GAAP basis, at
the date of acquisition:
Millions of euro
Current assets
479
Fixed assets, net
866
Intangible assets
632
Other non-current assets
98
Total assets acquired
2,075
Current liabilities
(658
)
Long-term debt
(228
)
Minority interest
(2
)
Other non-current liabilities
(142
)
Total liabilities assumed
(1,030
)
Net assets acquired
1,045
23.8.2 EUFER
Acquistion
On June 16, 2003, Enel and Uniňn Fenosa signed an
agreement for the acquisition by Enel of 80% of Uniňn
Fenosa Energěas Especiales (EUFER), a company that groups
the activities of the Spanish operator in the field of energy
produced from renewable resources for €178 million,
while Uniňn Fenosa held a call option on 30% of the shares
exercisable in 2006 and 2007.
The following table summarizes the fair value of the assets
acquired and liabilities assumed, on a U.S. GAAP basis, at
the date of acquisition:
Millions of euro
Current assets
46
Fixed assets, net
168
Goodwill
123
Other non-current assets
39
Total assets acquired
376
Current liabilities
(47
)
Long-term debt
(135
)
Minority interest
(14
)
Other non-current liabilities
(2
)
Total liabilities assumed
(198
)
Net assets acquired
178
For U.S. GAAP purposes the goodwill of
€123 million recognized pursuant to the acquisition
was assigned until to the exercise of the call option within the
International sector and it was not amortized.
Following the exercise on May 30, 2006 of the call option,
mentioned above, on 30% of the EUFER share by Uniňn Fenosa
the Enel investment declines to 50% of EUFER share capital and
the original amount of goodwill was derecognized for
€46 million. Since this date EUFER is jointly
controlled together with third-parties, proportionally
consolidated under IFRS-EU and the remaining part of goodwill of
€77 million is included in the carrying value of
equity method investments under US GAAP.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
23.8.3 Wind
Acquisition
On March 20, 2003, Enel reached an agreement for the
acquisition of the 26.6% share in Wind’s capital stock held
by the France Telecom Group (France Telecom), thus achieving the
full ownership of Wind. The price paid was
€1,389 million and the purchase agreement included the
cancellation of the call option held by France Telecom giving
France Telecom the right to increase its share in Wind to 44%.
The agreement provided for payments of additional consideration
to France Telecom in case Enel should sell Wind shares before
December 31, 2004 receiving a cash price per share higher
than that paid by Enel to France Telecom. The transfer of the
shares and the payment of the price, in addition to the transfer
of the €175 million subordinated loan, took place on
July 1, 2003.
The following table summarizes the fair value of the assets
acquired and liabilities assumed, on a U.S. GAAP basis, at
the date of acquisition:
Millions of euro
Current assets
395
Fixed assets, net
922
Goodwill
855
Intangible assets
595
Other non-current assets
1,284
Total assets acquired
4,051
Current liabilities
(622
)
Long-term debt
(1,855
)
Minority interest
(7
)
Other non-current liabilities
(178
)
Total liabilities assumed
(2,662
)
Net assets acquired
1,389
Of the €595 million acquired intangible assets,
€408 million was assigned to brands which are
determined to have an indefinite useful life and therefore are
not amortized, €103 million was assigned to customer
relationships and amortized over 5 years, deemed to be
appropriate based on estimated customer turnover, and
€84 million was assigned to the GSM license and
amortized over the residual duration of the license (which will
expire in 2018). The resulting goodwill of
€855 million was assigned to the Telecommunications
Division. The minority interest represented third parties
interests in a subsidiary of Wind.
Having been sold in 2005 and 2006, the reconciliation includes
in this line the reversal effects of the deconsolidation of Wind.
23.8.4 Maritza
Acquisition
On March 5, 2003, as part of the program aimed at expansion
of its international operations, the Company acquired 60% of the
share capital of the Dutch company Entergy Power Holding Maritza
BV, which in turn controls 73% of the Bulgarian company Maritza
East III Power Company AD. The latter will carry out the
refurbishment and environmental upgrade of a lignite-fired
generation plant located in Bulgaria.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The following table summarizes the fair value of the assets
acquired and liabilities assumed, on a U.S. GAAP basis, at
the date of acquisition:
Millions of euro
Current assets
95
Fixed assets, net
57
Goodwill
28
Other non-current assets
9
Total assets acquired
189
Current liabilities
(53
)
Long-term debt
—
Minority interest
(61
)
Other non-current liabilities
—
Total liabilities assumed
(114
)
Net assets acquired
75
The resulting goodwill of €28 million is assigned
within the International sector.
23.8.5 Viesgo
Acquisition
On January 8, 2002, as part of the program aimed at
expansion of its international operations, the Company acquired
100% of the share capital of Electra de Viesgo SL, the holding
company of the Viesgo Group, the fourth largest electricity
operator in Spain, for €1,920 million in cash.
The following table summarizes the fair value of the assets
acquired and liabilities assumed, on a U.S. GAAP basis, at
the date of acquisition:
Millions of euro
Current assets
252
Fixed assets, net
1,421
Goodwill
757
Other non-current assets
123
Total assets acquired
2,553
Current liabilities
(457
)
Long-term debt
(12
)
Minority interest
(19
)
Other non-current liabilities
(145
)
Total liabilities assumed
(633
)
Net assets acquired
1,920
The resulting goodwill of €757 million was assigned
within the International sector. Minority interest relates to
certain Viesgo subsidiaries.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
23.8.6 Slovenské
elektrárne acquisition
On April 28, 2006the Company acquired the 66% of the share
capital of Slovenské elektrárne for a total
consideration of €844 million.
The following table summarizes the fair value of the assets
acquired and liabilities assumed, under U.S. GAAP basis, at
the date of acquisition:
Millions of euro
Current assets
408
Fixed assets, net
3,210
Goodwill
561
Intangible assets
15
Other non -current assets
590
Total assets acquired
4,784
Current liabilities
(947
)
Long-term debt
(835
)
Other non -current liabilities
(2,565
)
Total liabilities assumed
(4,347
)
Equity deficit of acquired enterprise
407
Net assets acquired
844
For U.S. GAAP purposes the goodwill is assigned within the
International sector. The minority interests represent the
minority’s share of the carrying amount of the
Slovenské elektrárne’s net assets. The minority
interests’ deficit of the acquired company is presented as
a direct reduction of the consolidated equity. Subsequent to the
acquisition date, the Company wholly recognizes Slovenské
elektrárne’s results until the historical
shareholders’ equity attributable to the minority to the
extent of such reduction from the consolidated equity.
The following represents the unaudited pro-forma condensed
results of operations for the years ended December 31, 2005
and 2006, assuming that the acquisition of Slovenské
Elektrárne occurred on January 1, 2005. The pro-forma
information is not necessarily indicative of the results of
operations, which actually would have occurred had the
acquisition been consummated on that dates, nor does it purport
to represent the results of operations for future periods.
Following the disposal of the 62.75% of stake in Wind, the
remaining goodwill, equal to €1,050 million, has been
classified at December 31, 2005 in the related investment.
In 2006, following the disposal of the remaining 37.25% stake in
Wind, the aforesaid goodwill has been disposed.
(2)
Following the disposal of the 30% of stake in EUFER, the
remaining goodwill equal to €82 million has been
classified in the related investment accounted for using the
equity method.
No goodwill has been allocated to any other segment.
23.8.8 Intangible
Assets disclosures
The following table summarizes intangible assets from the above
business combinations under U.S. GAAP.
Accumulated amortization as of December 31, 2006 was
€174 million for customer relationships and
€33 million for licenses. Accumulated amortization as
of December 31, 2005 was €138 million for
customer relationships, €26 million for licenses.
Trademarks of €408 million, which were not subject to
amortization, following the disposal of the 37.25% of stake in
Wind have been derecognized.
The estimated amortization of intangible assets recorded under
US GAAP in the period from 2007 to 2011 amounts to approximately
€225 million.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The estimated amortization of intangible assets recorded under
IFRS-EU in the period from 2007 to 2011 amounts to approximately
€171 million, €132 million,
€89 million, €14 million and
€4 million, respectively.
The intangible assets acquired during 2006 relate primarily to
industrial patents and intellectual property rights, amortized
on average residual useful life between three and five years and
concessions, licences, trademarks and similar rights amortized
on a straight line basis over the term of the average period of
the relationship with customers or the concessions.
23.9. Negative
goodwill and related adjustments
Under IFRS-EU any excess cost of the acquisition over the
acquirer’s interest in the fair value of the net
identifiable assets acquired represents goodwill and should be
recognized as an asset. When there is an apparent excess of the
acquirer’s interest in the fair value of the net assets
acquired over the cost of the acquisition, the acquirer is
required to undertake a reassessment of the cost of the business
combination and fair value of the acquired assets and assumed
liabilities and contingent liabilities. If excess continues to
exist following the reassessment, it is recognized immediately
in profit.
Under U.S. GAAP, the excess of the cost of an acquired
entity over the net of the amounts assigned to assets acquired
and liabilities assumed is recognized as goodwill. If a negative
goodwill exists it should generally be allocated as a pro rata
reduction of the non-current assets. If any excess remains after
reducing to zero the amounts that otherwise would have been
assigned to non-current assets, that remaining excess is
recognized as gain in the period in which the business
combination is completed, unless the combination involves
contingent consideration which would be recognized as an
additional element of cost of the acquired entity. In this case,
a potentially lesser amount is recognized as gain in the period.
In connection with the acquisition in 2005 of Romanian companies
Electrica Banat and Electrica Dobrogea no U.S. GAAP/
IFRS-EU differences have been identified in the companies
purchase accounting except for the negative goodwill
recognition. Under IFRS-EU the Company recorded in earnings a
negative goodwill of €24 million. Under U.S. GAAP
this amount was allocated as reduction of tangible assets
acquired.
With reference to the acquisition in 2006 of the remaining 40%
of stake in Maritza East III Power Holding (the 60% of the
share capital was acquired in 2003 ), under IFRS-EU the Company
recorded in earnings a negative goodwill of
€26 million. Taking into account the differences
between IFRS-EU and U.S. GAAP arising until the date of
acquisition of a further stake in Maritza East III Power
Holding, under U.S. GAAP the adjusted amount
(€21 million) was allocated as reduction of non
current assets acquired.
The reconciliation table includes an adjustment to the negative
goodwill elimination and the recomputation of tangible asset
depreciation based on new U.S. GAAP historical cost.
23.10. Deferred
Taxes on equity reserves
Under IFRS-EU, the Company is not required to recognize deferred
tax on equity reserves, including assets revaluations, if the
Company is able to control when and whether the reserves created
from the revalued assets are distributed. Therefore, considering
that the company has determined that such reserves will not be
distributed in the foreseeable future, no provision had to be
made.
For U.S. GAAP purposes, as set forth in
SFAS No. 109, “Accounting for Income Taxes”,
these taxes are required to be recognized since certain criteria
have been met. The reconciliation reflects the impact on
deferred taxes related to the IFRS-EU — U.S. GAAP
differences described above.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
23.11. Asset
retirement obligations
Under IAS 37, the entity must recognize a liability as soon as
the decommissioning obligation is created, which is normally
when the facility is constructed and the damage to be restored
is done. The amount recognized is discounted to its present
value and added to the corresponding asset’s cost.
Under U.S. GAAP, Enel follows SFAS No. 143
Accounting for asset retirement obligations (SFAS 143),
which addresses financial accounting and reporting for
obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. The
standard applies to legal obligations associated with the
retirement of long-lived assets that results from the
acquisition, construction, development or normal use of assets.
Under this standard, a liability is recognized for such an
obligation at its fair value when incurred and a corresponding
asset retirement cost is added to the carrying amount of the
related asset.
Although under U.S. GAAP Asset Retirement Obligations
recognition criteria are very similar to IFRS-EU, differences
exist with respect to when the recognition criteria are met and
how to account for changes in cost estimate or to determine the
net present value of the obligations. Under IFRS-EU the discount
rate used for measurement of the liability is adjusted at each
reporting date whereas under U.S. GAAP the discount rate
applied upon initial recognition of the liability is used for
changes in estimates that decrease the asset retirement
obligation.
23.12. Gain
on sale of real estate business
On July 14, 2004, Enel sold 887 office buildings for
€1.4 billion, consisting of €1,325 million
in cash and €75 million in subordinated debt.
Concurrent with the sale, Enel leased back certain properties
for periods ranging from six to twenty years at an annual rental
of approximately €84 million. In accordance with
IFRS-EU, Enel recognized in full, on the date of sale, the net
gain representing the difference between the sale proceeds and
the net book value of the office buildings including those that
were simultaneously leased back. Financing lease accounting was
applied under IFRS-EU to those leases that met the criteria for
financing lease accounting.
Under U.S. GAAP, considering the subordinated debt, the
sale leaseback transaction was accounted for as a financing
transaction, with the gain deferred accordingly.
In 2005, Enel extinguished the subordinated debt with the
counterparty and consequently the sale-leaseback transaction
qualified for sales recognition and the leaseback was classified
as an operating lease and leases meeting capital lease criteria
have been accounted for as capital leases. The gain in excess of
the net present value of the minimum lease payments was
recognized in 2005, and the remaining gain is deferred and
recognized over the lease term.
The reconciliation includes the adjustment to the financial
statements for the gain deferred over the life of the operating
lease.
23.13. Investments
in Equity Securities — unlisted equity
investments
IFRS-EU requires investments in unlisted equity investments for
which a fair value can be reasonably estimated to be recorded at
fair value with changes in fair value recorded in reserves
within shareholders’ equity.
U.S. GAAP requires unlisted equity securities to be
recognized at cost with any impairment loss recognized in
earnings.
23.14. Transfer
of financial assets
Under IFRS-EU the recognition criteria for sale of investments
in associates are accounted for under IAS 18, “Revenue
recognition”. Under U.S. GAAP, such transactions are
accounted for in accordance with SFAS No. 140
“Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities”. As such, the
accounting criteria differ in that IFRS accounting treatment is
based on the transfer of the risks and rewards whereas
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
U.S. GAAP specifies three conditions, all of which must be
met, for the transferor to have surrendered control over
transferred assets: the transferred assets have been isolated
from the transferor; b) the transferee has the right to
pledge or exchange the assets it acquired; and c) the
transferor does not maintain effective control over the
transferred asset.
If the condition mentioned above are met, the transfer is
qualified as a sale to the extent that a consideration, other
than beneficial interest in transferred assets, is received in
exchange.
In December 2006 Enel sold its 26.1% in Weather: the agreement
envisaged the sale of 10% of Weather to wholly-owned Weather
subsidiary and the remaining 16.1% to its parent company Weather
Investment II S.ŕ.r.l.
The price agreed amounted to €1,962 billion; a part of
this price, amounting to €1 billion was settled by a
payment, while the remaining part, amounting to
€962 million, will be settled within 18 months of
the transfer; the portion to be settled is secured by a pledge
of the 26.1% of Weather share capital in favor of Enel.
As the conditions mentioned above were not wholly met, the
provision of SFAS No. 140 do not allow the
derecognition of Weather investment for the purpose of
U.S. GAAP.
Accordingly, the gain of €2 million recognized under
IFRS-EU pursuant to the transfer has been reversed under US GAAP.
Under IFRS-EU, the Company recognized the expected losses rising
from non-cancellable onerous contracts. In such circumstances,
under U.S. GAAP, it is generally not permitted to recognize
the aforesaid expected losses arising from onerous contracts.
Therefore, the reconciliation includes adjustments to eliminate
provisions that did not meet the recognition criteria under
U.S. GAAP.
However, with regard to the accounting for non-cancellable
onerous contract acquired in a business combination, both
U.S. GAAP and IFRS-EU require an acquiring company to
include in the purchase price allocation a provision for losses
that it expects to incur on onerous contract held by the
acquired company. The subsequent measurement is at current
market rates under IFRS, whereas under U.S. GAAP
measurement is made at interest rate used at the time of initial
recognition. The reconciliation also includes the effect of the
different method adopted to reverse the aforesaid provision in
the statement of income.
23.16. Other
differences
The heading includes residual differences with a minor impact on
the reconciliation.
23.17. Classification
Differences
Jointly
controlled entities
IFRS-EU allow the Company to account for investments in jointly
controlled entities using either the equity method or
proportionate consolidation; Enel, in such circumstances,
adopted the proportionate consolidation.
U.S. GAAP require jointly controlled entities to be
accounted for using the equity method; proportionate
consolidation is not permitted. Accordingly, the condensed
Consolidated Balance Sheet and condensed Consolidated Statement
of Income prepared in accordance with U.S. GAAP reflect the
aforesaid U.S. GAAP criteria.
Discontinued
operations
Following the disposal of investments in Wind and Terna, which
took place on August 11, 2005 and September 15, 2005
respectively, these entities were deconsolidated as from those
dates and the financial performance achieved up to the disposal
date is reported under IFRS-EU as discontinued operations.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
As the Company still maintains significant continuing cash flows
with Terna, the performance of this entity included within
discontinued operations under IFRS-EU in 2005 and 2004, has been
reclassified as continuing operations for U.S. GAAP
purposes.
Following the disposal of the remaining 37.25% stake in Wind
which took place in February 8, 2006, the Company does not
maintain continuing significant involvement in the operations of
Wind and therefore for U.S. GAAP purposes it considers the
performance of Wind as discontinued operation in 2005 and 2004.
Nuclear
fuel
Under IFRS-EU the Company classified the nuclear fuel in
Inventory, while under U.S. GAAP the aforesaid fuel
constitutes a depreciable asset. Therefore, for the purposes of
the U.S. GAAP classification, €121 million have
been reclassified from Inventory to Property, plant and
equipment as of December 31, 2006.
Asset
retirement obligation: accretion expense
With regard to the asset retirement obligation, under IAS 37 the
change in liability due to the passage of time is recognized in
the consolidated statements of income as a financial expense;
while, under U.S. GAAP, according to
SFAS No. 143, par. 14, the aforesaid expense is
classified as an operating expense.
Pension
plans: Interest costs
The interest cost component recognized in the period is
determined as the increase in the projected benefit obligation
due to the passage of time. Under IAS 19 such interest cost is
recognized as a financial expense; while, under U.S. GAAP,
according to SFAS No. 87 requirements, the aforesaid
interest cost should be reclassified to operating expenses.
23.18. Recently
issued U.S. Accounting Pronouncements
Fair Value Measurements. In September 2006
FASB issued Statement No. 157 — Fair Value
Measurements. This Statement defines fair value as “the
price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market
participants at the measurement date”, provides additional
guidance for measuring fair value of assets and liabilities (by
introducing a fair value hierarchy based on inputs to valuation
techniques) and expands disclosures about fair value
measurements. This Statement does not expand the use of fair
value measurements.
This Statement shall be effective for financial statements
beginning after November 15, 2007. Earlier application is
encouraged, provided that the reporting entity has not yet
issued financial statements for the year. This Statement shall
be applied prospectively as of the beginning of the fiscal year
in which this Statement is initially applied, except as for some
specified financial instruments, to which retrospective
application applies. The Company is in the process of evaluating
the impact of the adoption of this standard on its consolidated
financial statements.
Uncertainty in Income Taxes. In June 2006, the
FASB issued Interpretation No. 48 “Accounting for
Uncertainty in Income Taxes” — an interpretation
of FASB Statement No. 109”. This Interpretation
clarifies the accounting for uncertainty in income taxes
recognized in an enterprise’s financial statements in
accordance with FASB Statement No. 109, Accounting for
Income Taxes. The aforesaid Statement does not prescribe a
recognition threshold or measurement attribute for the financial
statement recognition and measurement of a tax position taken in
a tax return. To address diversity in practice that exists in
the accounting for income taxes, FIN 48 clarifies the
application of Statement 109 by defining a criterion that an
individual tax position must meet for any part of the benefit of
that position to be recognized in an enterprise’s financial
statements (the “more-likely-than-not” recognition
threshold). Additionally, this Interpretation provides guidance
on measurement, derecognition, classification, interest and
penalties, accounting in interim periods and transition.
FIN 48 also revises disclosure
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
requirements and introduces a prescriptive annual, tabular
roll-forward of the unrecognized tax benefits. This
Interpretation shall be effective for fiscal years beginning
after December 15, 2006. Earlier adoption is permitted
provided the enterprise has not yet issued financial statements
for that year. The Company is in the process of evaluating the
impact of FIN 48 on its consolidated financial statements.
(24)
ADDITIONAL
U.S. GAAP DISCLOSURES
(a)
Accounting
for Income Taxes
A detail of the provision for income taxes under U.S. GAAP
for the years ended December 31, 2006, 2005 and 2004 is as
follows:
2006
2005
2004
2006
(millions of euro)
(millions of
U.S. dollars)
Current
1,657
1,398
1,525
2,187
Deferred
328
593
763
433
Total
1,985
1,991
2,288
2,620
All but an insignificant amount of income before tax and tax
expenses is from Italian sources.
The difference between the theoretical and effective tax rate
for the years ended December 31, 2006, 2005 and 2004 is due
to the following factors:
2006
2005
2004
Theoretical tax rate*
33.0
%
33.0
%
33.0
%
Permanent differences and minor items
(4.0
)%
(3.3
)%
(0.6
)%
Difference on estimated income taxes from prior years
Provision for litigation and contingent liabilities
542
515
715
Tax loss carryforwards
317
343
418
Customers’ connection fees
813
681
1,073
Measurement of financial assets
44
146
58
Deferred Income
165
174
218
Other
700
821
924
Total deferred tax assets
2,647
2,680
3,493
Valuation allowances
(252
)
(218
)
(333
)
Total deferred tax assets, net
2,395
2,462
3,160
Deferred tax liabilities:
Other post retirement benefits accounting
—
(2
)
—
Assets write-downs
(228
)
(172
)
(301
)
Revaluation of utility plant
(100
)
(95
)
(132
)
Accelerated depreciation of utility plant
(1,740
)
(1,640
)
(2,296
)
Capitalization of interest on utility plant
(463
)
(460
)
(611
)
Equity reserves
(288
)
(282
)
(380
)
Other
(376
)
(20
)
(496
)
Total deferred tax liabilities
(3,195
)
(2,671
)
(4,216
)
Net deferred tax liabilities
(800
)
(209
)
(1,056
)
During the years ending December 31, 2005, and 2006 the
valuation allowance decreased in 2005 by €377 million,
and then increased in 2006 by €34 million.
The tax loss carry forwards as of December 31, 2006 expire
as follows:
•
After 2011: €213 million;
•
No limits: €763 million.
It is not practicable to determine the amount of deferred tax
liabilities, if any, relating to the undistributed earnings of
Company’s foreign operations.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
As of December 31, 2006, 2005 and 2004, respectively,
income tax has been allocated to each item in Other
Comprehensive Income as follows:
2006
2005
2004
(millions of euro)
Minimum Pension Liabilities
17
(17
)
20
Application of SFAS 158
23
—
—
Investments in equity securities
7
2
(2
)
In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that
some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during
the periods in which those temporary differences become
deductible and tax loss carryforwards utilized. Management
considers the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies in
making this assessment. Based upon the level of historical
taxable income and projections for future taxable income over
the periods in which the deferred tax assets are deductible,
management believes it is more likely than not that the Company
will realize the benefits of these deductible differences and
tax carryforwards, net of the existing valuation allowances at
December 31, 2006. The amount of the deferred tax asset
considered realizable, however, could be reduced in the near
term if estimates of future taxable income during the
carryforward period are reduced.
(b)
Earnings
per Share
The computation of basic and diluted earnings per share for the
years ended December 31, 2006, 2005 and 2004, in accordance
with U.S. GAAP, are as follows:
2006
2005
2004
2006
(millions of euro)*
(millions of
U.S. dollars) *
Income available to common shareholders
3,719
4,698
1,031
4,908
Weighted average shares — basic (in millions)
6,170
6,142
6,084
6,170
Weighted average shares — diluted (in millions)
6,235
6,171
6,186
6,235
Earnings per share-basic
0.60
0.76
0.17
0.79
Earnings from continuing operations per share
(basic and diluted)
0.60
0.63
0.65
0.79
Earnings from discontinued operations per share
(basic and diluted)
—
0.13
(0.48
)
—
(*)
Except per-share data which is in euro and U.S. dollars
respectively.
(c)
Effects
of Regulation
The Company is subject to the regulatory control of the Energy
Authority with additional oversight provided by numerous laws,
decrees and codes. The current regulatory tariff structure
provides the Company with recovery of certain levels of cost
through a price cap framework, and not necessarily its specific
cost of providing service. Accordingly, SFAS No. 71,
“Accounting for the Effects of Certain Types of
Regulation”, which relates to an entity whose rates are
regulated on an actual cost basis, is not currently applicable
to these Consolidated Financial Statements.
Under U.S. GAAP, Enel in previous years accounted for
stock-based compensation plans in accordance with SFAS 123
“Accounted for Stock-Based Compensation” and applied
the recognition and measurement provisions of APB 25,
“Accounting for Stock Issued to Employees”.
Accordingly, stock-based employee compensation cost was
recognized based on the intrinsic value (the excess of the
market price of the underlying common stock). In addition, the
Company also presented the pro-forma disclosure required by
SFAS No. 123 as amended by SFAS No. 148
“Accounting for Stock Base Compensation” —
Transition and Disclosure.
Effective from January 1, 2006 ENEL adopted
SFAS No. 123(R). The aforesaid statement requires
compensation expense relating to share-based payments to be
recognized in the net income using a fair value measurement
method. Under the fair value method, the estimated fair value of
awards is charged to income statement over the vesting period.
Enel applied the modified prospective transition method as
prescribed in SFAS No. 123(R) and, therefore, prior
period were not restated.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
On the basis of this method, this statement is to be applied to
new awards granted after the time of adoption, as well as to the
unvested portion of previously granted equity-based awards for
which the requisite service had not been rendered as of
January 1, 2006.
Share-based compensation expense in 2006 reduced the
company’s result of operations as follows:
2006
(millions of euro)
Income before income taxes
(22
)
Net income
(15
)
Basic earnings per share
0.00
Diluted earning per share
0.00
The following pro-forma net income and earnings per share
information has been determined as if Enel had accounted for its
share-based compensation awards issued using the fair value
method in 2005 and 2004, as required by the provision of
SFAS No. 123 for additional disclosure purposes.
2005
2004
Net income in accordance with U.S. GAAP, as reported
4,698
1,031
Stock-based employee compensation expense, as reported
165
139
Stock-based employee compensation expense under fair value
(179
)
(122
)
Pro forma net income
4,684
1,048
The Company’s pro forma earnings per share for the years
ended December 31, 2005 and 2004, had compensation costs,
relating to the plan launched by the Parent, recorded in
accordance with SFAS No. 123, as amended by
SFAS No. 148, are presented below:
2005
2004
As Reported
Pro Forma
As Reported
Pro Forma
Basic and diluted earnings per share
0.77
0.76
0.17
0.17
(25)
SUBSEQUENT
EVENTS
Agreements
for the construction of wind plants in the United States and
Canada
On January 5, 2007 Enel, acting through its subsidiary Enel
North America, signed a series of agreements for the
construction of two wind plants in the United States and Canada
and for the supply of the electricity generated by the plants,
which will have a maximum capacity of 250 MW and 27 MW
respectively.
The Smoky Hills project, in Kansas (USA), will be built in two
stages, with the first stage of 100.8 MW scheduled to come
on line by the end of 2007. Once fully implemented, the facility
will have maximum capacity of 250 MW.
NeWind, a wholly-owned subsidiary of Enel North America
operating in Canada, signed a contract for the supply of
electricity to Newfoundland and Labrador Hydro through the
construction and operation of the 27 MW St. Lawrence wind
project, which will generate about 100,000 MWh a year. It
is scheduled to begin operations by the end of 2008.
Increase
in stake in Fortuna
On February 2, 2007 Enel, acting through its Dutch
subsidiary, Enel Investment Holding, acquired the entire share
capital of the Panamanian-registered company Globeleq Holdings
Fortuna from Globeleq, which operates in the electricity sector
in emerging markets. As a result of this transaction, Enel,
which is responsible for the operational management of the
“Fortuna” hydroelectric plant, has increased its
indirect holding in the Panamanian
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
hydroelectric generation company from 24.5% to 49%. Enel
Investment Holding paid $161.3 million for the stake, equal
to about €124.5 million at current exchange rates.
Acquisition
of Endesa shares
On February 27, 2007 Enel, acting through its subsidiary
Enel Energy Europe (EEE), purchased 105,800,000 shares of
Endesa SA (Endesa), Spain’s leading electricity generator,
equal to 9.99% of that company’s share capital, at a price
of €39 per share for a total of €4,126.2 million.
The Endesa shares, acquired through an off-market transaction
with institutional investors, were financed with cash flow and
existing lines of credit.
On March 1, 2007, EEE entered into a share swap agreement
with UBS Limited in which the underlying is represented by a
maximum of 74,112,648 shares of Endesa (7% of the share
capital).
The agreement envisages cash settlement, with an option for EEE
to request physical settlement in Endesa shares subject, among
other requirements, to obtaining the necessary administrative
authorizations to carry out the acquisition. To perform the
share swap, EEE has already obtained financing for the same
total of 74,112,648 Endesa shares at an average price of
€39 per share.
On the same date, Enel, in addition to requesting from the
relevant bodies of the Spanish Ministry for Industry, Tourism
and Trade authorization to exercise the rights in respect of the
entire shareholding owned in Endesa, also asked the
Comisión Nacional de la Energia (the Spanish National
Energy Commission — CNE):
•
to authorize the acquisition of Endesa shares amounting to more
than 10% of that company’s share capital up to the
threshold (currently set at 24.99% of the share capital) beyond
which it is obligatory to launch a public tender offer;
•
to remove any restrictions on Enel’s exercise of its rights
as a shareholder of Endesa with regard to the qualification of
the latter as a “principal operator”.
Subsequently, in three transactions carried out on March 1,
2 and 12, EEE entered into share swap agreements with Mediobanca
in which the underlying is represented by a maximum of
84,488,949 shares of Endesa (7.99% of the share capital).
Settlement procedures are the same as those for the other
derivative contract with UBS.
On March 26, 2007 Enel signed an agreement with Acciona,
one of the leading Spanish groups operating at the international
level in the development and operation of infrastructure,
services and energy from renewables, for the joint management of
Endesa, which thanks to synergies and the exchange of experience
will contribute to the future growth of the Spanish electricity
company. The agreement is subject to the condition that E.On
does not acquire more than 50% of Endesa.
On April 2, 2007 Enel and Acciona signed an agreement with
E.On under which the latter agrees to withdraw its tender offer
for Endesa, and Enel and Acciona agree to transfer to E.On a
number of assets owned by Endesa and Enel, subject to acquiring
effective control of Endesa through a tender offer, in line with
the agreement of March 26, 2007.
The assets will be transferred to E.On once Acciona and Enel
have control of Endesa, the transaction is approved by the
corporate bodies of Endesa and it has received the necessary
administrative authorizations.
On April 11, 2007, following the announcement of the
failure of the E.On public tender for Endesa, Enel (acting
through its subsidiary Enel Energy Europe) and Acciona presented
Spain’s Comisión Nacional del Mercado de Valores
(CNMV) a joint offer for 100% of Endesa shares.
The main terms of the offer are as follows:
•
the price offered to Endesa shareholders is €41.30 per
share, entirely in cash, equal to the price of €41 per
Endesa share announced by the offerors on March 26, 2007,
increased by interest of
3-month
Euribor for the period from March 26, 2007 to May 31,2007 (rounded up). The offer price will be reduced by the amount
of
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
any dividends (including any extraordinary dividends or similar
payments) that should be distributed by Endesa between the date
of the submission of the tender and the date of publication of
the results of the tender (both dates are included for the
purposes of any adjustment);
•
the effectiveness of the tender is subject to the complete
satisfaction of the following conditions, which may however be
waived:
•
the tender offer is accepted by shareholders representing a
percentage of Endesa share capital that, together with the
shares already held directly and indirectly by the offerors,
exceeds 50%;
•
that before the end of the tender acceptance period:
(a) the shareholders’ meeting of Endesa approves
amendments to a number of articles of the bylaws that restrict
shareholder voting rights and removes any other impediment to
control of the company with regard to the membership of the
board of directors; (b) all resolutions in this regard have
been entered in the “Registro Mercantil” of Madrid;
•
the offerors notify the concentration resulting from the tender
to the European Commission in accordance with the provisions of
regulations governing the control of concentrations between
undertakings (Regulation no. 139 of January 20,2004) and to the antitrust authorities of any other country
involved;
•
the tender is subject to receipt of a series of administrative
authorizations. To this end, the offerors will make all
necessary notifications to the Comisión Nacional de
Energía and the Secretaría General de Energía of
the Spanish Ministry for Industry, Tourism and Trade, as well as
to the administrative and regulatory authorities of any other
country involved;
•
in view of the fact that Endesa shares are listed on the New
York Stock Exchange (in the form of American Depositary Shares)
and are also listed on the offshore exchange (Registro de
Valores Extranjeros) of Santiago in Chile, the offerors must
perform all necessary formalities for the presentation or
extension of the tender to these jurisdictions.
On April 25, following the exclusion of the Viesgo Group
companies from the category of principal operators in the
Spanish electricity market, the restrictions on Enel’s
rights as a shareholder of Endesa were removed.
On April 26, the CNE therefore authorized Enel to increase
its holding in Endesa up to 24.99%.
On April 27, the Spanish government authorized the exercise
of the shareholder rights in respect of the equity investment in
Endesa.
On May 3, Enel and Acciona asked the CNE to authorize the
acquisition of Endesa shares, which will be contributed to the
tender offer. Enel and Acciona also asked the CNE to authorize
the application of the provisions of the agreement between the
two companies concerning the joint control of Endesa.
On May 17, 2007 Enel, through its subsidiary Enel Energy
Europe (EEE), obtained by the Spanish Cabinet of Ministers the
authorization to exercise the voting rights associated with
shares acquired or underwritten representing up to a maximum of
24.99% of the share capital of Endesa. The Spanish Cabinet of
Ministers also established that, in the event the limitation to
the voting rights in Endesa’s bylaws is terminated, and EEE
is able to exercise voting rights in excess of 10% of the share
capital of Endesa, or in the event EEE otherwise appoints
members of the Endesa’s Board of Directors, the
authorization is conditioned upon compliance by EEE with some
information duties towards the General Secretary of Energy with
regard to the corporate strategy, agreements, resolutions and
actions it may undertake that affect material interests in
Spanish public safety.
On June 1, EEE executed the Share Swap Transaction
Agreements entered into with UBS Limited and Mediobanca on a
total of 158,601,597 shares in Endesa, S.A. which
represents 14.98% of the capital stock, by means of physical
delivery of the Endesa shares. As a result of the execution of
this transaction (on June 6) EEE acquired
158,601,597 shares of Endesa (74,112,648 from the equity
swap with UBS and the remaining 84,488,949
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
from the equity swap with Mediobanca), thus raising its stake in
Endesa to a total of 264,401,597 shares and moving from
9.993% to 24.972% of the share capital.
Restructuration
of Group’s debt
In order to meet the financial commitments of the above
transaction, on April 9 the Board of Directors of Enel SpA also
voted to obtain a syndicated line of credit totaling
€35 billion. The facility, whose amount is sufficient
to fully meet the obligations in respect of the acquisition of
Endesa shares, is structured in three tranches with the
following characteristics: tranche A of
€10 billion maturing at 1 year, with an option to
extend the maturity for a further 18 months; tranche B
of €15 billion at 3 years; tranche C of
€10 billion at 5 years. The interest rate will
vary in relation to Enel’s rating. The line of credit may
be repaid early in full or in part without penalty.
For the purposes of financing the transaction as well as
restructuring the Group’s debt, the Board of Directors also
approved:
•
the renewal of the program for the issue of medium-term notes,
raising the amount from €10 to €25 billion;
•
the issue by Enel, as part of the above program, of one or more
bonds in euro or foreign currency to be placed with
institutional investors by December 31, 2007, in the total
amount of €5 billion.
On June 13, 2007 Enel has launched on the market a
multi-tranche bond for €3.35 billion and
1.1 billion pounds (GBP), equal to approximately
€5 billion, as part of its aforesaid Global Medium
Term Notes programme.
The operation, which was led by a syndicate of banks made up by
Goldman Sachs and Morgan Stanley as Global Coordinators and
Banca IMI, BBVA, Banco Santander, Credit Suisse, Deutsche Bank,
Dresdner Kleinwort, Royal Bank of Scotland, UBS and Unicredit as
joint-bookrunners, has met requests for more than double the
amount issued and is structured in the following 5 tranches:
•
1.0 billion euro seven-year floating-rate note, priced at
99.757 equal to 0.20% over 3 months Euribor plus 0.24%
yield over the 3 months Euribor;
•
1.5 billion euro 5.25% ten-year fixed-rate note,
priced at 99.582, equal to a spread of 0.34% on the swap rate
with similar maturity, with a 5.305% yield;
•
850 million euro 5.625% twenty-year fixed-rate note,
priced at 99.834, equal to a spread of 0.55% over the swap rate
with similar maturity, with a yield of 5.639%;
•
550 million pound (GBP) 6.25% twelve-year fixed-rate note,
priced at 99.671, equal to a spread of 0.83% over the Gilt with
similar maturity, for a yield of 6.194%;
•
550 million pound (GBP) 5.75% thirty-year fixed-rate note,
priced at 98.286, equal to a spread of 0.94% over the Gilt with
similar maturity, for a yield of 5.789%.
Memorandum
of Understanding with RosAtom
On March 14, 2007, Enel and the Federal Atomic Energy
Agency of the Russian Federation (RosAtom) signed a Memorandum
of Understanding for the development of the electricity system
and nuclear generation in Russia and Central and Eastern Europe.
With the agreement, RosAtom and Enel have expressed their
intention to develop a cooperative relationship involving joint
investment projects and stakes in the assets related to:
•
the construction of new nuclear power plants;
•
the operation and upgrading of electricity transport networks;
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Acquisition
of AMP Resources
On March 20, 2007, Enel, acting through its subsidiary Enel
North America, acquired AMP Resources LLC (AMP) from AMP Capital
Partners and another minority investor. The acquisition includes
one operational geothermal project and four projects at an
advanced development stage for a total capacity of about
150 MW that Enel North America will complete over the next
four years.
The projects, located in Nevada, California and Utah, should
generate sufficient renewable power to meet the annual
electricity demand of about 100,000 US households once they are
fully operational.
Partnership
with Duferco
On March 21, 2007 Enel signed a partnership agreement with
Duferco, one of Europe’s leading steel groups and the top
manufacturer of steel and semifinished steel products in
Wallonia (Belgium).
The partnership will start with the development of a project to
build a combined-cycle gas plant with a net capacity of about
420 MW and a power plant that reuses gases produced in the
steel manufacturing process with a capacity of about 65 MW
at the Martinelle-Marchienne industrial site. In addition to
covering the Duferco Group’s energy needs in Belgium, the
power plants will provide new generation capacity for the entire
market. To this end, the two partners also plan to establish an
electricity sales operation, as well as to develop additional
opportunities in other projects in the region.
Archimede
Project with ENEA
On March 26, 2007 Enel signed a protocol of understanding
with Italy’s National Agency for New Technologies, Energy
and the Environment (ENEA) on the operational implementation of
the Archimede Project. The initiative involves the construction
of a solar plant at Enel’s power station at Priolo Gargallo
(Siracusa). It will be the world’s first integration of a
gas combined-cycle power station with a thermodynamic solar
plant, which will boost the station’s capacity by about
5 MW. The investment will total more than
€40 million, with the facility expected to enter
service by the end of 2009.
Acquisition
of Yukos assets in joint venture with Eni
On April 4, 2007 Enel, acting through the Enineftgaz
Consortium (in which Enel has a stake of 40% and Eni 60%), won
the tender for the acquisition from Yukos of a set of gas
assets, with an offer of about $5.83 billion. The amount
that Enel has undertaken to pay at the end of the tender is
equal to $852 million.
The main assets are:
•
100% of OAO Arcticgaz;
•
100% of ZAO Urengoil;
•
100% of OAO Neftegaztechnologia;
•
20% of OAO Gazprom Neft (which will be entirely transferred to
Eni).
Arcticgaz, Urengoil and Neftegaztechnologia have hydrocarbon
exploration and production licenses for the region of Yamal
Nenets, the largest gas production area in the world. These
companies have total reserves of gas and oil equal to about
5 billion barrels of oil equivalent.
The acquisition marks Enel’s entry into the important
upstream segment of the natural gas market and lays the
foundations for Enel to operate as a vertically integrated
player in that sector.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Acquisition
of wind plants in Greece
On May 15, 2007 Enel has signed an agreement for the
acquisition in Greece of wind plants either already in service
or under development with a total capacity of 127 MW. In
particular, the contract regards the acquisition of wind plants
with a capacity of 84 MW already in service and 43 MW
under construction. The plants are owned by the Greek group
Copelouzos (50%), already an Enel partner in Enelco, which
recently submitted the winning tender offer for the construction
of a combined cycle gas plant of 430 MW at Livadia in
central Greece, and by the International Constructional Group
(50%).
The acquisition places Enel among the top three operators in the
wind power production market, with plants distributed throughout
Greece.
Acquisition
of generation capacity in Russia
On June 6, 2007 Enel has acquired a 25.03% stake in JCS
Fifth Generation Company of the Wholesale Electricity Market
(“OGK-5”, four thermal power plants with a total
capacity of about 8,700 MW) at an auction held in Moscow.
On June 22, 2007 Enel has acquired a further 4.96% stake of
the company. The total consideration for both acquisitions
amounts to €1,330 million.
Established in 2004 as part of the industry reform, OGK-5 is one
of six thermal wholesale generation companies in Russia, with
assets strategically located in some of the most developed and
fastest growing regions of the country, including 2,400 MW
of gas fired capacity at Konakovskaya GRES in the Tver Region
(Central Russia), 1,290 MW of gas fired capacity at
Nevinnomysskaya GRES in the Stavropol Region (Southern Russia),
3,800 MW of coal fired capacity at Reftinskaya GRES in the
Sverdlovsk Region (Urals) and 1,182 MW of gas fired
capacity at Sredneuralskaya GRES in the Sverdlovsk Region
(Urals).
Acquisition
of distribution network in Romania
On June 11, 2007 Enel and Electrica SA, a company entirely
owned by AVAS, signed the contract for the privatisation of the
majority stake in the distribution company Electrica Muntenia
Sud (EMS), which owns and operates the electricity distribution
grid of Bucharest. Through this transaction, valued at
820 million euros, Enel will acquire directly from
Electrica, against the amount of 395 million euros, 50% of
the shares, after which it will acquire 67.5% (63.3% if the
Property Fund will exercise its preemption rights over the
shares related to the capital increase) of the company further
to subscription of new titles via a capital increase in amount
of 425 million euros, which will be used to finance the
company’s investment plan (1 billion euros in the next
15 years).
F-107
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Wind
Telecomunicazioni SpA
1
We have audited the consolidated statements of income, of
changes in shareholders’ equity and of cash flows of Wind
Telecomunicazioni SpA (an Italian corporation) and its
subsidiaries (the “Company”) as of December 31,2004 for the year then ended (expressed in Euro). These
financial statements are the responsibility of the
Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
2
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
3
The consolidated financial statements as of December 31,2004 do not include comparative information and notes for 2003
that would be required to present the financial position, the
result of operations and the cash flows in conformity with
International Financial Reporting Standards as adopted by EU. As
described in the notes, in fact, these consolidated financial
statements are intended to comprise the comparative financial
statements to the year ended December 31, 2005, which will
be the first IFRS compliant consolidated financial statements.
4
In our opinion, except for the matter reported in the previous
paragraph regarding the omission of comparative financial
information for 2003, the consolidated financial statements
referred to above present fairly, in all material respects the
results of the operations and the cash flows of Wind
Telecomunicazioni SpA and its subsidiaries for the year ended
December 31, 2004, in conformity with the International
Financial Reporting Standards issued by the International
Accounting Standards Board as adopted by EU.
5
We draw your attention to the matters regarding deferred tax
assets and intangible assets as described in the notes to the
consolidated financial statements.
6
International Financial Reporting Standards vary in certain
significant respects from accounting principles generally
accepted in the United States of America. Information relating
to the nature and effect of such differences is presented in the
notes to the consolidated financial statements under the caption
US GAAP schedules and additional disclosures.
Rome, 22 June 2006
PricewaterhouseCoopers SpA
Sergio Duca
Partner
F-108
SIGNATURES
The registrant hereby certifies that it meets all of the
requirements for filing on
Form 20-F/A
and that it has duly caused and authorized the undersigned to
sign this amendment to its annual report on its behalf.