Consolidated Finalcial Statements of the ACEA Group 2013

Transcription

2013
ACEA S.P.A
FINANCIAL STATEMENT
CONSOLIDATED
FINANCIAL STATEMENTS
OF THE ACEA GROUP
2013
ACEA S.P.A FINANCIAL STATEMENT
CONSOLIDATED FINANCIAL STATEMENTS OF THE ACEA GROUP
TABLE OF CONTENTS
REPORT ON OPERATIONS
ACEA ORGANISATIONAL MODEL ORGANI SOCIALI
Corporate bodies
8
10
10
LETTER TO SHAREHOLDERS
11
SUMMARY OF RESULTS
13
SUMMARY OF MANAGEMENT AND INCOME,
EQUITY AND FINANCIAL PERFORMANCE OF THE GROUP
15
REFERENCE CONTEXT
32
TREND OF OPERATING SEGMENTS
42
Economic results by area
42
Environment operating segment
44
Energy operating segment
47
Water operating segment
50
Networks operating segment
57
Corporate
61
SIGNIFICANT EVENTS DURING THE PERIOD
62
SIGNIFICANT EVENTS AFTER THE REPORTING DATE 63
MAIN RISKS AND UNCERTAINTIES
64
OPERATING (AND FINANCIAL) OUTLOOK
67
EXTENSION IN ACCORDANCE WITH ART. 2364,
PARAGRAPH 2, OF THE ITALIAN CIVIL CODE.
68
RESOLUTIONS ON PROFIT FOR THE YEAR
AND DISTRIBUTION TO SHAREHOLDERS 69
BILANCIO ACEA 2013 | TABLE OF CONTENTS
3
TABLE OF CONTENTS
ACEA S.P.A FINANCIAL STATEMENTS
FORM AND STRUCTURE
72
NOTES TO THE INCOME STATEMENT
91
ACCOUNTING STANDARDS AND MEASUREMENT CRITERIA
72
NOTES TO THE STATEMENT OF FINANCIAL POSITION ASSETS
97
NOTES TO THE STATEMENT OF FINANCIAL POSITION LIABILITIES
108
RELATED PARTY TRANSACTIONS
116
UPDATE ON MAJOR DISPUTES AND LITIGATION
120
ADDITIONAL INFORMATION ON FINANCIAL INSTRUMENTS
AND RISK MANAGEMENT POLICIES
122
ACCOUNTING STANDARDS, AMENDMENTS, INTERPRETATIONS
AND IMPROVEMENTS APPLIED FROM 1 JANUARY 2013
78
ACCOUNTING STANDARDS, AMENDMENTS
AND INTERPRETATIONS APPLICABLE AFTER
THE END OF YEAR AND NOT ADOPTED IN ADVANCE 4
80
Income Statement
83
Statement of Comprehensive Income
84
Statement of Financial Position
85
Statement of Changes in Shareholders’ equity
86
COMMITMENTS AND CONTINGENCIES
125
Statement of Cash Flows
90
ANNEXES TO THE NOTES
127
Annex 1: Analysis of net debt
128
Annex 2: Statement of changes in equity
investments at 31 December 2013
129
Annex 3: Non-recurring material transactions
pursuant to CONSOB Resolution No. 15519
of 27 July 2006
131
Annex 4: Positions or transactions deriving
from unusual and/or exceptional transactions
132
Annex 5: Segment information (IFRS 8)
133
REPORT OF THE BOARD OF STATUTORY AUDITORS
137
INDEPENDENT AUDITORS’ REPORT
148
CERTIFICATION OF SEPARATE FINANCIAL STATEMENTS
IN ACCORDANCE WITH ART. 154-BIS OF LEGISLATIVE
DECREE 58/98
151
TABLE OF CONTENTS
CONSOLIDATED FINANCIAL STATEMENTS
154
FORM AND STRUCTURE
CONSOLIDATION POLICIES, PROCEDURES AND BASIS
OF CONSOLIDATION
155
BASIS OF CONSOLIDATION
157
158
ACCOUNTING STANDARDS, AMENDMENTS,
INTERPRETATIONS AND IMPROVEMENTS APPLIED
FROM 1 JANUARY 2013
164
ACCOUNTING STANDARDS, AMENDMENTS
AND INTERPRETATIONS APPLICABLE AFTER
THE END OF YEAR AND NOT ADOPTED
IN ADVANCE BY THE GROUP 165
Consolidated Income Statement
169
Consolidated Statement of Comprehensive Income
169
Consolidated Statement of Financial Position
170
Consolidated Statement of Cash Flows
171
Consolidated Statement of Changes
in Shareholders’ equity
172
NOTES TO THE CONSOLIDATED INCOME STATEMENT
173
NOTES TO THE CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
186
ACQUISITIONS DURING THE PERIOD
209
210
SERVICE CONCESSION ARRANGEMENTS
211
217
222
ADDITIONAL INFORMATION ON FINANCIAL INSTRUMENTS
AND RISK MANAGEMENT POLICIES 228
237
A. List of consolidated companies
238
B. Reconciliation of shareholders’ equity
and statutory profit – consolidated
240
C. Remuneration of Directors, Statutory Auditors,
Key Managers and Independent Auditors
241
D. Information provided pursuant to CONSOB
Ruling no. 6064293
243
E. Segment information: statement of financial
position and income statement
256
F. Financial Highlights of Companies accounted
for under Proportionate Consolidation
256
INDEPENDENT AUDITORS’ REPORT
258
CERTIFICATION OF CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH ART. 154-BIS OF LEGISLATIVE
DECREE 58/98
261
CORPORATE GOVERNANCE
AND OWNERSHIP STRUCTURE REPORT
263
5
2013
REPORT
ON OPERATIONS
7
ACEA ORGANISATIONAL MODEL
ACEA is one of the major Italian multiutility operators, and has been
quoted on the stock exchange since 1999.
ACEA adopts an operational model based on an organisational
layout in line with the Strategic-Business Industrial Plan
consolidating its role to govern, guide and control the Holding
8
not only with the current business portfolio focused on areas of
greater value, but also on the strategic development of the Group
in new business segments and territories. ACEA’s macro structure
is organised in corporate functions and four industrial segments –
Environment, Energy, Water and Networks.
The activities of each business segment is described below.
ENVIRONMENT SEGMENT
ENERGY SEGMENT
WATER SEGMENT
NETWORKS SEGMENT
The ACEA Group is a
major Italian operator in
the urban management of
environmental services.
Acea runs the biggest
waste-to-energy plant and
the biggest composting
plant in the Lazio region,
points of reference for
regional RDF (Refuse
Derived Fuel) and organic
waste operators. In
particular, the Group
develops investments
in the waste to energy
business, considered high
potential, and organic
waste management, in
accordance with the
strategic goal of the Group
aimed at producing energy
from waste and protecting
the environment.
The ACEA Group is a major
operator in Italy in the
sale of electrical energy
and offers innovative
and flexible solutions for
the supply of electrical
energy and natural
gas to consolidate its
position as a dual fuel
operator. Acea operates
in all market segments,
offering its services
to families and major
companies alike. Finally,
the Group operates in the
energy generation sector,
running hydroelectric and
thermoelectric plants in
Lazio, Umbria and Abruzzo
The ACEA Group is the
biggest Italian operator in
the water sector supplying
water to 8.6 million people.
The Group manages the
integrated water service
in Rome and Frosinone
and in the respective
provinces, as well as in
other parts of Lazio, in
Tuscany, Umbria and
Campania. The Company
completes the quality
of the services offered
with the sustainable
management of water
resources and respect
of the environment. The
Group has developed know
how at the forefront in the
design, construction and
management of integrated
water systems: from the
source to the aqueducts,
from distribution to the
sewer network, and
treatment. Laboratory
services are of particular
importance.
The ACEA Group is a major
operator in Italy with over
11 TWh of electrical energy
distributed in Rome,
where the Group manages
the distribution network
providing services for 2.7
million people. The Group
also manages the public
and artistic lighting of the
capital, applying solutions
that strive to become more
and more efficient with
a lower environmental
impact every year. By
2020 we plan to replace
100 thousand light bulbs
with the same number
of leds. The Acea Group
is committed to energy
efficiency projects
and the development
of new technologies,
such as smart grids and
electric mobility, through
particularly innovative pilot
projects.
2013 ACEA FINANCIAL STATEMENTS | REPORT ON OPERATIONS
The Group structure, in the various business segments, comprises the following main companies..
ACEA
HOLDING
WATER
ENERGY
ENVIRONMENT
96% 100% Acea Energia Holding
100% Acea Risorse
e Impianti
per l’Ambiente
Acea Ato 2
94% Acea Ato 5
99% Sarnese Vesuviano
100% Acea Energia
100% Acea Produzione
100% Acea8cento
37% Gori
50% Ecomed
100% Crea Gestioni
40% Umbra Acque
85% Ombrone
88% Aquaser
40% Acquedotto del Fiora
69% Acque Blu Arno Basso
45% Acque
69% Acque Blu Fiorentine
40% Publiacqua
35% Intesa Aretina
46% Nuove Acque
1% 25% 51% NETWORKS
Ingegnerie Toscane
Consorcio Agua Azul
100% Acea Reti e Servizi
Energetici
50% Acea Distribuzione
51% Ecogena
49% Acea Illuminazione Pubblica
Aguazul Bogotà
100% Acea Dominicana
50% Acea Illuminazione
Pubblica
50% Acea Distribuzione
OTHER
SERVICES
100% LaboratoRI
The share capital of ACEA S.p.A. at 31 December 2013 is broken down as follows:
16.35%
Municipality of Rome
Market
2.02%
GdF Suez Group (through GdF Suez Energia Italia)
8.31%
51.00%
Suez Env. Comp. (through Ondeo Italia)
Norges Bank
5.00%
Caltagirone Group
17.32%
* The above chart only shows equity investments of more than 2%, as confirmed
by CONSOB data.
9
CORPORATE BODIES
BOARD OF DIRECTORS
1
Giancarlo Cremonesi
Chairman
Paolo Gallo
Chief Executive Officer
Francesco Caltagirone
Director
Diane D’Arras
Director
Paolo Di Benedetto
Director
Giovanni Giani
Director
Antonella Illuminati
Director
Maurizio Leo
Director
Andrea Peruzy
Director
2
1. appointed by the Shareholders’ Meeting of 15 April 2013
2. appointed by the Board of Directors on 16 April 2013
GENERAL MANAGER
Paolo Gallo
COLLEGIO SINDACALE 1
Enrico Laghi
Chairman
Corrado Gatti
Statutory Auditor
Laura Raselli
Statutory Auditor
Franco Biancani
Statutory Auditor
Antonia Coppola
Statutory Auditor
1. appointed by the Shareholders’ Meeting of 15 April 2013
EXECUTIVE RESPONSIBLE FOR FINANCIAL REPORTING
3
Franco Balsamo
3. appointed by the Board of Directors on 31 July 2013 effective as of 5 August 2013
10
LETTER TO SHAREHOLDERS
Dear Shareholders,
there is an Italy that will never give up in these times of crisis, never tire of using every possible resource, competence
and distinctive quality to grow once more, and welcome a new age of development. Acea, thanks to the work done over the
last year, has played and continues to play a major role in supporting those who, every day, choose to put this country back on
its feet.
We know that, through each single strategic policy and even simple decisions taken on a daily basis, our company will
take an important part in making the economic and territorial system in which we operate, competitive once again.
Technological innovation of the networks, investments in the water and environment sectors, improving the quality of
customer services: these are the principles on which our work to date has been based and on the basis of which the Company
will continue over the next 5 years. From now to 2018 the new Industrial Plan, which received great praise from the international
markets and chief analysts and operators in the sector, includes investments for over 2.4 billion euros, all entirely self-financed,
of which 1.9 directly in the Rome and Lazio production system.
We can proceed at this speed because, over the last 12 months, we promoted a policy of intense managerial development
throughout all business segments, setting up also an operation for the structural rationalization of costs and progressive debt
reduction.
The results are evident: Acea’s Ebitda increased 10.2% (766 million euros), Ebit by 30.6% and net profit shot up by 83.3%.
Acea’s net financial position at 31 December 2013 dropped by 27 million compared to 2012. At the meeting this coming 5 June
we will be proposing a distribution of 2013 dividends equal to 0.42 euros per share (payout 63%), of which 0.25 euros has already
been distributed in advance with a 40% gain on last year.
The international credit-rating agencies Moody’s and Standard & Poor’s gave a positive review of Acea’s outlook
(changing the rating from “negative” to “stable”), also on the basis of the performance of company shares, the value of which
increased from an average of 4 euro per share to reach almost 11 euro per share in just 12 months. In fact, thanks to the
dedication of everyone at Acea, the value of your Company almost tripled over the last year.
On the basis of these results, Acea can now look to the future with confidence and ambition, standing on deeply-rooted
territorial foundations to expand and let its main business segments flourish and grow.
For the water segment, the new industrial plan includes 1.3 billion euros in investments over the next 5 years (of which
755 million in the province of Rome) to modernize the network, improve water treatment and promote technological innovation.
In the environment sector, we intend to become the third operator in Italy in terms of volumes of waste processed (75%
in the Lazio Region), producing around 600 GWh/year of energy (sufficient to meet the needs of over 200 thousand families), with
an investment of 246 million euros. The development of existing plants and the planning of new ones will for the Company, as
always, be done in the name of environmental sustainability.
In the energy sector the Company will continue to concentrate its forces on improving the quality of customer services,
finalizing the implementation of the new CRM system, developing new functions for self-service channels, streamlining billing
processes and systems, and opening communication channels through the major social networks.
Over 640 billion euros will be invested in grids to modernize Rome’s distribution network and make it a “smart city” grid.
Considerable modernization of the public lighting network is also planned with the launch of the “Roma Led” project.
2013 ACEA
BILANCIO
FINANCIAL
ACEA STATEMENTS
2013 | REPORT
| REPORT
ON OPERATIONS
ON OPERATIONS
11
In Corporate terms, the implementation of a “lean organization” and continuing cost-cutting actions will lead to further
improvement in the Parent Company’s Ebitda.
We are sure that Acea’s growth will in turn help relaunch the economy and production in Rome and Lazio as a whole
along with that of all territories in which Your Company is operating. This is the role a multiutility like Yours must play, counting
on the constant commitment of You our shareholders and everyone working in Acea, who have as always our heartfelt thanks,
as well as the inestimable value of our millions of customers of course.
The Chairman of the Board Giancarlo Cremonesi 12
The Chief Executive Officer
Paolo Gallo
BILANCIO ACEA 2013 | REPORT ON OPERATIONS
SUMMARY OF RESULTS
ECONOMIC DATA (million euros)
2013
2012
Consolidated net revenue
3,570.6
Consolidated operating costs
2,804.6
Net income/(costs) from commodity risk management
INCREASE/
(DECREASE)
INCREASE/
(DECREASE)
3,612.7
(42.1)
(1.1%)
2,917.3
(112.8)
(3.9%)
0.1
(0.2)
0.3
(150.0%)
EBITDA
766.1
695.2
70.1
10.2%
EBIT
383.8
293.8
90.0
30.7%
Net profit/(loss)
153.3
85.3
68.0
79.7%
Profit/(loss) attributable to minority interests
11.3
7.9
3.4
43.3%
Net profit/(loss) attributable to the Group
141.9
77.4
64.6
83.0%
EBITDA PER OPERATING SEGMENT (million euros)
2013
2012
INCREASE/
(DECREASE)
INCREASE/
(DECREASE)
ENVIRONMENT
48.4
49.3
(0.9)
(1.9%)
ENERGY
90.7
61.0
29.7
48.6%
Production
37.7
31.4
6.3
20.0%
Energy Management
Sales
WATER:
Overseas
2.1
(10.0)
12.0
120.0%
50.9
39.6
11.3
28.5%
372.5
340.6
31.9
9.4%
4.8
10.2
(5.4)
(53.1%)
Lazio - Campania
253.8
257.6
(3.9)
(1.5%)
Tuscany - Umbria
105.5
62.4
43.1
69.0%
8.5
10.4
(1.9)
(18.3%)
(1.3%)
Engineering
NETWORKS
257.3
260.7
(3.4)
ACEA (Corporate)
(2.8)
(16.5)
13.7
83.0%
Total EBITDA
766.1
695.2
70.9
10.2%
CONSOLIDATED BALANCE SHEET DATA (million euros)
2013
2012
INCREASE/(DECREASE)
3,873.6
3,811.5
1.6%
Net Debt
(2,468.2)
(2,495.5)
(1.1%)
Consolidated Shareholders’ Equity
(1,405.4)
(1,316.1)
6.8%
Net Invested Capital
The consolidated balance sheet data at 31 December 2012 differs to that published due to the amendments made to international
accounting standards IAS 19 coming into effect.
13
NET DEBT PER OPERATING SEGMENT (million euros)
2013
2012
INCREASE/(DECREASE)
ENVIRONMENT
184.6
188.9
(4.4)
ENERGY
297.4
332.6
(35.2)
Production
140.7
162.8
(22.2)
Energy Management
(33.2)
(59.7)
26.5
Sales
190.0
229.5
(39.5)
WATER
831.8
738.7
93.1
(8.6)
(6.6)
(1.9)
Lazio - Campania
627.9
531.4
96.5
Tuscany - Umbria
209.6
210.9
(1.3)
2.9
3.0
(0.1)
687.5
728.1
(40.6)
Overseas
Engineering
NETWORKS
ACEA (includes also public lighting)
466.9
507.2
(40.3)
2,468.2
2,495.5
(27.3)
2013
2012
INCREASE/(DECREASE)
ENVIRONMENT
12.2
37.5
(25.3)
ENERGY
11.4
27.1
(15.7)
Production
5.2
19.3
(14.0)
Energy Management
0.2
0.5
(0.4)
Sales
6.0
7.3
(1.3)
202.5
224.4
(21.8)
Total
INVESTMENTS PER OPERATING SEGMENT (million euros)
1
WATER
Overseas
0.2
0.3
(0.1)
Lazio - Campania
134.3
152.1
(17.8)
Tuscany - Umbria
67.5
71.0
(3.5)
Engineering
NETWORKS
0.5
1.0
(0.5)
104.1
101.9
2.3
11.9
9.8
2.1
342.1
400.7
(58.6)
0
112.5
(112.5)
342.2
513.1
(171.0)
ACEA (Corporate)
Total
Purchase of offices
Total
1. 2013 investments in the Environment Segment do not include the takeover of Samace with an investment of approximately 5 million euros.
14
SUMMARY OF MANAGEMENT AND INCOME,
EQUITY AND FINANCIAL PERFORMANCE OF THE GROUP
DEFINITION OF ALTERNATIVE PERFORMANCE INDICATORS
In line with Recommendation CESR/05-178b, the content and
meaning of the non-GAAP measures of performance and other
alternative performance indicators used in these financial
statements are illustrated below:
1. for the ACEA Group the gross operating profit is an operating
performance indicator, the sum of Operating profit and
“Amortisation, depreciation, provisions and impairment
charges”;
2. the net financial position is an indicator of the ACEA Group’s
financial structure, the sum of non-current borrowings and
financial liabilities net of non-current financial assets (loans
and receivables and securities other than equity investments),
current borrowings and other current liabilities net of current
financial assets, cash and cash equivalents;
3. net invested capital is the sum of “Current assets”, “Non-current
assets” and assets and liabilities held for sale, less “Current
liabilities” and “Non-current liabilities”, excluding items taken
into account in calculating the net financial position.
ACEA GROUP RESULTS OF OPERATIONS
The results of the ACEA Group in financial years 2013 and 2012 are summarized in the following statement.
NOTES REF
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
INCREASE/
(DECREASE)
3,473.4
3,526.3
(52.8)
(1.5%)
97.2
86.5
10.7
12.3%
3,570.6
3,612.7
(42.2)
(1.2%)
279.5
282.0
(2.5)
(0.9%)
Cost of materials and overheads
2,525.0
2,635.3
(110.2)
(4.2%)
2
2,804.6
2,917.3
(112.8)
(3.9%)
3
0.1
(0.2)
0.3
129.1%
766.1
695.2
70.9
10.2%
Amortisation, depreciation, provisions and impairment charges
382.3
401.4
(19.1)
(4.8%)
Operating profit/(loss)
383.8
293.8
90.0
30.6%
40.3
28.1
12.2
43.3%
(137.7)
(148.7)
10.9
0.0%
(652.5%)
Revenue from sales and services
Other revenue and proceeds
1
Staff costs
Gross Operating Profit
4
5
Financial income
5
Financial costs
6
(Costs)/Income from Equity Investments
7
8
(4.8)
0.9
(5.6)
Profit/(loss) before tax
281.6
174.1
107.5
61.8%
Taxation
128.3
88.8
39.5
44.5%
Net profit/(loss) from continuing operations
153.3
85.3
68.0
79.7%
0.0
0.0
0.0
0.0%
153.3
85.3
68.0
79.7%
Net profit/(loss) from discontinued operations
Net profit/(loss)
Profit/(loss) attributable to minority interests
11.3
7.9
3.4
43.3%
141.9
77.4
64.6
83.4%
Amounts in millions of euros
The consolidated income statement shown above, with particular reference to data at 31 December 2012, is provided gross of IFRS 5
reclassifications, i.e. comparison data includes those attributable to the photovoltaic unit sold on 28 December 2012 by ARSE.
15
1. CONSOLIDATED NET REVENUE - 3,570.6 MILLION EUROS
REVENUE FROM SALES AND SERVICES - 3,473.4 MILLION EUROS
3,526.3 million euros in 2012 broken down as follows:
€ millions
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
% INCREASE/
(DECREASE)
2,414.2
2,417.6
(3.4)
(0.1%)
Revenue from gas sales
60.1
53.4
6.7
12.6%
Revenue from the sale of certificates and rights
16.4
37.4
(21.0)
(56.2%)
806.7
792.8
13.9
1.8%
Revenue from Overseas Water Services
13.1
37.4
(24.3)
(64.9%)
Revenue from biomass transfer and landfill management
35.0
32.1
2.9
9.1%
Revenue from services to customers
97.5
128.6
(31.1)
(24.2%)
Revenue from electricity sales and services
Revenue from the Integrated Water Service
Connection fees
Revenue from electricity sales and services drop 3.4 million euros to
2,414.2 million euros compared to last year. This decrease was
mainly caused by the following events:
• A 36.5 million euros reduction in revenue from the sale of
electrical energy as a result of lower quantities sold;
• A 3.5 million reduction in energy sales from photovoltaic plants
due to the transfer of part of the photovoltaic unit in December
last year;
• An increase of 31.6 million euros in revenue from transport
and metering of energy, due to the new tariff rules introduced
by the AEEGSI for the fourth regulatory period, and due to the
combined effect of the decrease in energy injected into the
network and an increase in relations;
• A 6.1 million euros increase in electrical energy and heat
generation as a consequence of plants that had been shut down
for repowering going back into production and increased water
availability reflecting the climatic conditions during the period.
There was a 6.7 million euros (+ 12.6%) increase in revenue from
gas sales on the previous year. This trend is affected by both the
increase in the quantities sold and a price increase.
There was a 21.0 million euros drop in revenue from the sale of
certificates and rights as a result of the conclusion of energy saving
projects and the transfer of white certificates.
There was a 13.9 million euros increase in revenue from the Integrated
Water Service mainly due to the recognition in 2013 of the FNI (New
Investments Fund) component for 2012 and 2013 as resolved by
16
30.3
26.9
3.4
12.7%
3,473.4
3,526.3
(52.8)
(1.5%)
the Area Authorities for the tariff formulation procedure as required
in article 6 of Resolution No. 585/2012. The total amount of this
component was 45.5 million euros, of which 10.6 million euros
referred to 2012. Note that, in 2012, this item included higher tariff
adjustments awarded to ACEA Ato2 by resolution of the Mayors’
Conference on 17 April 2012 (40 million euros).
Overseas revenues dropped 24.3 million euros mainly following the
expiry of the Aguazul Bogotá concession contract on 31 December
2012.
Revenue from biomass transfer and landfill management increased by
2.9 million euros. The period performance was essentially due to
the Terni WTE plant going into production at the end of the 2012
financial year, and an increase in the quantities conferred and
average price.
Revenue from services to customers dropped 31.1 million euros mainly
due to:
• fewer new installations in the Roma Capitale contract amounting
to 11.3 million euros;
• a 11.4 million decrease in the sale and installation of
photovoltaic panels with third parties;
• a 3.8 million euros decrease in revenues for work done for third
parties.
Connection fees increased by 3.4 million euros mainly attributable to
Acea Energia.
OTHER REVENUE AND PROCEEDS - 97.2 MILLION EUROS
An increase of 10.7 million euros. Broken down as follows:
€ millions
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
INCREASE/
(DECREASE)
57.6
33.5
24.1
71.7%
Non-recurring gains and other revenues
Reimbursement for damages, penalties and fines
8.7
6.1
2.7
43.9%
Regional grants
7.8
6.5
1.2
18.6%
Feed-in-tariff
5.4
20.9
(15.5)
(74.2%)
Government grant (Decree of the President of the Council of
7.9
1.9
6.0
312.1%
Seconded staff
1.8
3.1
(1.3)
(41.5%)
Property income
1.7
2.5
(0.9)
(34.4%)
IFRIC 12 margin
1.6
1.9
(0.3)
(14.7%)
Income from end users
1.5
0.9
0.6
71.9%
Service continuity bonuses
1.1
5.5
(4.3)
(79.2%)
Ministers of 23/04/04)
Recharged cost of governance bodies
1.1
0.9
0.2
26.5%
Coverage of costs for tariff subsidies for employees
0.6
0.7
(0.1)
(14.3%)
Other
0.3
2.1
(1.8)
(83.7%)
97.2
86.5
10.7
12.3%
The change compared to 31 December 2012 was due to:
(i) a decrease in revenues from the feed-in-tariff of 15.5 million
euros as a result of the sale of the ARSE photovoltaic unit to
R.T.R. Capital S.r.l. on 28 December 2012
(ii)the increase in non-recurring gains and other revenue for 24.1
million euros, mainly from the recognition of the non-realisation
of costs for which provisions had been allocated in previous
years and revenue pertaining to previous years, as well as
from energy related items, The change was also due to the
recognition of revenues from previous years for the construction
of public lighting systems (iii)6.0 million euros increase in the contribution acknowledged
by the Italian State to supplement income deriving from the
services supplied to the Vatican State. This change is determined
by variations in the consideration of this contribution in the
quantification of the restriction on guaranteed revenues (VRG)
for ACEA Ato2.
2. CONSOLIDATED OPERATING COSTS - 2,804.6 MILLION EUROS
The breakdown is provided in the following table.
€ millions
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
% INCREASE/(DECREASE)
Staff costs
279.5
282.0
(2.5)
(0.9%)
2,525.0
2,635.3
(110.2)
(4.2%)
2,804.6
2,917.3
(112.8)
(3.9%)
17
STAFF COSTS - 279.5 MILLION EUROS
The decrease in the cost of work, including capitalised costs amounted to 11.1 million euros, substantially determined by the decrease for
ACEA (- 4.5 million euros) and Agua Azul Bogotà (- 9.3 million euros).
The trend by Operating Segment, including capitalised costs, is shown in the following table:
€ millions
31.12.2013
31.12.2012
INCREASE/(DECREASE)
% INCREASE(DECREASE)
Environment
10.7
9.7
1.0
10.4%
Energy
25.6
25.3
0.3
1.2%
Water
(4.8%)
168.5
177.0
(8.6)
Networks
87.2
86.6
0.6
0.7%
Parent Company
51.2
55.7
(4.5)
(8.1%)
343.2
354.3
(11.1)
(3.1%)
Total staff costs
Staff costs for the period were affected by the workforce reduction partially offset by higher average per capita costs resulting from the
renewal of employment contracts, remuneration policy and certain management-related factors such as overtime and availability.
COST OF MATERIALS AND OVERHEADS- 2,525.0 MILLION EUROS
This item reported a total decrease of 110.2 million euros (- 4.2%) (2,635.3 million euros at 31 December 2012).
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
% INCREASE(DECREASE)
2,036.3
2,084.2
(47.9)
(2.3%)
Electricity, gas and fuel
Materials
36.4
62.4
(26.0)
(41.6%)
Services
311.8
333.1
(21.4)
(6.4%)
Concession fees
66.7
74.0
(7.4)
(9.9%)
Lease expense
28.1
30.0
(1.9)
(6.3%)
Other operating costs
45.8
51.6
(5.7)
(11.1%)
2,525.0
2,635.3
(110.2)
(4.2%)
Purchase costs of electricity, gas and fuel drop 47.9 million euros to
2,036.3 million euros compared to last year. This decrease is due
to costs for the procurement of electrical energy for the protected
and free markets along with the related transport costs and fuel
and gas costs amounting to a total of 34.6 million euros as a result
of the lower quantities sold in the period. The remaining decrease
derives from lower costs for purchasing white certificates (- 12.8
million euros).
Costs for the purchase of materials drop 26.0 million euros to 36.4
million euros. The trend in that item is essentially caused: i) by
ARSE (- 13.0 million euros) as a result of discontinued purchases
of photovoltaic panels used to produce owned or held for sale
systems; ii) Agua Azul Bogotà (- 4.6 million euros) iii) ACEA
Distribuzione (- 4.7 million euros).
Concession fees decreased by 7.4 million euros to 66.7 million euros
at 31 December 2013. This trend is mainly due to higher costs
borne last year following the GORI reclassification of the amount of
I.I.S. loans in concession fee costs previously capitalised.
Lease expense decreased by 1.9 million euros following the decrease
in other payments and rental costs.
Other operating costs amounted to 45.8 million euros, dropping 5.7
million on 2012. The change refers to: i) 8.3 million euros from
the fine paid to the Antitrust Authority in 2012 for irregularities
committed during tenders for the awarding of water services in
Tuscany in 2001 – 2004, ii) decrease in non-recurring losses related
to costs pertaining to previous years and adjustments to previously
recognized revenue
Service costs dropped 21.4 million euros to 311.8 million euros
compared to last year. This trend is mainly caused by: i) a 13.9
million euros decrease in sludge and waste disposal costs, mainly
for ACEA Ato2; ii) an 8.3 million euros decrease in costs for contract
work, in particular for Roma Capitale public lighting maintenance
and installation.
18
3. NET INCOME/(COSTS) FROM COMMODITY RISK MANAGEMENT - (0.1) MILLION EUROS
At 31 December 2013 the change in the Fair Value measurement of financial contracts is equal to 0 million euros.
The portfolio of financial instruments under Hedge Accounting was the predominant component of the overall portfolio.
For further details, refer to the section “Additional disclosures on financial instruments and risk management policies” in the 2013
Consolidated Financial Statements.
4. AMORTISATION, DEPRECIATION, PROVISIONS AND IMPAIRMENT CHARGES - 382.3 MILLION EUROS
€ millions
31.12.2013
31.12.2012
INCREASE/(DECREASE)
% INCREASE (DECREASE)
244.5
263.4
(18.9)
(7.2%)
89.5
83.5
6.0
7.1%
Amortisation and depreciation
Impairment of receivables
Provisions for liabilities
TOTAL
48.3
54.5
(6.2)
(11.4%)
382.3
401.4
(19.1)
(4.8%)
Depreciation and any accumulated impairment charges drop 18.9 million
euros (- 7.2%) to 244.5 million euros. This decrease refers to the end
of the depreciation period for part of the ACEA Distribuzione MV/LV
network partially compensated by higher amortisation/depreciation
for the Water Segment due to the application of the financial
method for assets to be relinquished to the Tuscan companies and
the Energy Segment for the review of the amortisation/depreciation
period for the Tor di Valle plants.
Impairment charges amount to 89.5 million euros with an increase of
6.0 million euros.
6. INCOME AND COSTS FROM EQUITY INVESTMENTS - (4.8) MILLION EUROS
These refer to the result of the consolidation under the equity
method of certain Group companies, with particular reference to
Agua de San Pedro, GEAL, Sienergia and Marco Polo. With regard
to the latter it should be noted that the evaluation result is a loss
of 5.9 million euros due to the costs incurred in managing the
liquidation.
The item also includes the reversal of provisions for liabilities and
charges related to equity investments which proved in excess for
1.4 million euros.
7. TAXATION FOR THE PERIOD - 128.3 MILLION EUROS
Provisions for liabilities amounted to 48.3 million euros (- 11.4%
compared to last year). This decrease is mainly due to lower
provisions for legal risks, contributions and for subsidiaries, partially
compensated by an increase in provisions for early retirements and
redundancies and allocation of the estimated charges deriving from
the purchase and/or production of energy efficiency certificates to
meet the ACEA Distribuzione objective for 2013.
Overall tax expenses for the period were estimated at 128.3 million
euros compared to 88.8 million euros for the previous year.
The overall increase recorded in the period, equal to 39.5 million
euros at December 2013, is the result of the combined effect of the
increase in profit before tax and the higher number of companies
subject to the additional Corporate Income Tax (IRES). The tax rate
for 2013 was 45.6% (51.0% in 2012).
5. FINANCE COSTS AND INCOME - (97.4) MILLION EUROS
Net finance costs totalled 97.4 million euros, dropping 23.1 million.
In particular, this is due to: i) a decrease in the average “all in”
global cost of the ACEA Group payables (3.41% in 2013 compared
to 3.46% in the previous year); ii) a decrease in factoring fees
and iii) recognition of the income (14.4 million euros) deriving
from discounting PV GORI’s debt to Campania Region following
its recalculation and rescheduling on the basis of the Agreement
signed in June 2013 between GORI, the Region and the Area
Authority. The Agreement includes a twenty-year repayment plan
subject to the payment of legal interest (at 2.44%) only from the
eleventh year.
19
8. EARNINGS PER SHARE
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Net profit attributable to the Group (€/000)
141,940
77,383
64,557
Net profit attributable to ordinary equity holders of the Group (€/000) (A)
141,940
77,383
64,557
- basic (B)
212,964,900
212,964,900
0
- diluted (C)
212,964,900
212,964,900
0
- basic (A/B)
0.6665
0.3634
0.3031
- diluted (A/C)
0.6665
0.3634
0.3031
Weighted average number of ordinary shares outstanding for the purpose of
determining earnings per share
Earnings per share (€)
ACEA GROUP FINANCIAL POSITION AND CASH FLOWS
REF
NOTE
ACEA GROUp STATEMENT OF FINANCIAL POSITION
(in millions of euros)
31.12.2013
(A)
31.12.2012
RESTATED (B)
INCREASE/(DECREASE)
(A) - (B)
% INCREASE/
(DECREASE)
NON-CURRENT ASSETS AND LIABILITIES
3,737.0
3,699.3
37.7
1.0%
9
Property, plant and equipment and intangible assets
4,125.9
4,031.5
94.4
2.3%
10
Equity investments
14.7
21.1
(6.4)
(30.5%)
11
Other non-current assets
429.9
420.1
9.8
2.3%
12
Staff termination benefits and other defined benefit plans
(117.4)
(128.7)
11.4
(8.8%)
13
Provisions for liabilities and charges
(259.9)
(272.4)
12.5
(4.6%)
14
Other non-current liabilities
(456.2)
(372.3)
(83.9)
22.5%
21.8%
NET WORKING CAPITAL
15
Current receivables
16
Inventories
17
Other current assets
18
Current payables
19
Other current liabilities
INVESTED CAPITAL
20
NET DEBT
Medium/long-term loans and receivables
Medium/long-term borrowings
112.2
24.4
1,477.2
23.5
1.6%
37.3
42.0
(4.6)
(11.1%)
237.3
221.3
16.0
7.2%
(1,306.9)
(1,267.2)
(39.7)
3.1%
(331.9)
(361.2)
29.3
(8.1%)
3,873.6
3,811.5
62.1
1.6%
(2,468.2)
(2,495.5)
27.3
(1.1%)
34.8
33.0
1.8
5.5%
(2,507.6)
(2,211.6)
(296.0)
13.4%
(24.7%)
Short-term loans and receivables
114.6
152.2
(37.6)
Cash and cash equivalents
589.5
423.7
165.8
39.1%
(699.4)
(892.8)
193.3
(21.7%)
Total shareholders’ equity
(1,405.4)
(1,316.1)
(89.4)
6.8%
FUNDING
(3,873.6)
(3,811.5)
(62.1)
1.6%
Short-term borrowings
21
136.6
1,500.7
Amounts in millions of euros
The above statement of financial position has been reclassified to
show the components of invested capital and the corresponding
funding.
In particular, the net carrying amounts of non-current assets
and net working capital, consisting of current receivables, other
receivables, inventories, current payables and the short-term
portion of long-term borrowings have been added together.
The figure obtained for invested capital is then compared with
20
the corresponding amounts for shareholders’ equity and net debt,
thereby showing the weight of funding.
The ACEA Group’s statement of financial position records an
increase in invested capital of 62.1 million euros (1.6 %) compared
to 31 December 2012. This is the result of the increase in net fixed
assets (37.7 million euros) and in net working capital (24.4 million
euros).
NON-CURRENT ASSETS AND LIABILITIES - 3,741.7 MILLION EUROS
10. EQUITY INVESTMENTS - 14.7 MILLION EUROS
This item increased by 37.7 million euros compared to 31
December 2012 (+ 1.0%) and is broken down as follows.
Compared to 31 December 2012, they decreased by 6.4 million euros
mainly due to the valuation of the equity investment in Marco Polo,
which resulted in recognition of an impairment loss of 5.9 million
euros. The overall change also includes the evaluation of Agua de San
Pedro and GEAL accounted for with the equity method.
9. PROPERTY, PLANT AND EQUIPMENT/INTANGIBLE ASSETS 4,125.9 MILLION EUROS
This item increased by 94.4 million euros (2.3%) compared to the
previous year.
Investments in 2013 amounting to 342.1 million euros and
depreciation and amortization for 244.5 million euros contributed to
the change.
The table below shows the level of investments made in 2012 by
Operating Segment, compared to those at 31 December 2012
11. OTHER NON-CURRENT ASSETS - 429.9 MILLION EUROS
The balance of this item is summarised in the table below.
€ millions
Deferred tax assets
Other receivables
Accrued income and
€ millions
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
ENVIRONMENT
12.2
37.5
(25.3)
ENERGY
11.4
27.1
(15.7)
Production
5.2
19.3
(14.0)
Energy Management
0.2
0.5
(0.4)
Sales
6.0
7.3
(1.3)
202.5
224.4
(21.8)
0.2
0.3
(0.0)
Lazio - Campania
134.3
152.1
(17.8)
Tuscany - Umbria
67.5
71.0
(3.5)
0.5
1.0
(0.5)
NETWORKS
104.1
101.9
2.3
Corporate
11.9
9.8
2.1
342.1
400.7
(58.6)
0
112.5
(112.5)
342.1
513.2
(171.1)
WATER:
Overseas
Engineering
Total
Purchase of offices
Total Investments
The reduction in capital expenditure compared to the previous year,
was mainly attributable to the Parent Company (- 112.5 million euros),
due to the purchase of the corporate Head Office in Rome on 23
January 2012.
The Environment Segment reduced the level of investments (- 25.3
million euros) following completion of the revamping of the Terni
WTE plant.
The Energy Segment recorded a decrease of 15.7 million euros mainly
attributable to Acea Produzione (- 14.0 million euros) due to the
completion of repowering activities concerning the Salisano and
Orte power plants.
Compared to 2012, the Water Segment made less investments for a
total of 21.8 million euros.
Investments for the Networks Segment recorded an increase (+ 2.3
million euros), as a result of the expansion of the HV network and
the renovation of the LV and MV network.
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
343.2
361.6
(18.5)
47.8
51.5
(3.7)
5.8
6.9
(1.1)
33.1
0.0
33.1
429.9
420.1
9.8
deferred charges
Receivable for tariff
adjustments
Total non-current assets
The increase in this item compared to the end of the previous year
totals 9.8 million euros (+ 2.3%).
A portion of receivables for tariff adjustments accrued by GORI was
reclassified which, on the basis of the Agreement signed in June
with the Campania Region and the Area Authority and subject to
the decisions by the Authority, should be recovered in the period
2013-2025.
There was a 18.5 million euro reduction in the allocation of deferred
tax assets compared to 31 December 2012.
Other receivables amounted to 47.8 million euros (- 3.7 million
euros) and represent the total capital spending incurred up to 31
December 2010 as part of the public lighting service agreement:
these receivables were recognised following the application of
IFRIC 12 using the financial asset model.
Prepayments and accrued income decreased by 1.1 million euros
and mainly refer to insurance premiums paid in advance, lease
payments, maintenance fees and rent on public land.
12. STAFF TERMINATION BENEFITS AND OTHER DEFINED-BENEFIT
PLANS - 117.4 MILLION EUROS
Compared to the end of the previous year the provision decreased
by 11.4 million euros, due to the net effect of:
• - 5.0 million euros relating to staff termination benefits,
• - 4.4 million euros relating to tariff subsidies and additional
monthly salaries
• - 2.0 million euros relating to the medium/long term Incentive
Scheme
The change refers to: (i) allocations for the period of 15.3 million
euros, (ii) the partial release of amounts allocated for the second
round of the medium/long term Incentive Scheme as the objectives
underlying this Plan were only partially achieved, to an extent
mitigated by the provision for the third round of the same Scheme
for the period 2013 - 2015 approved by the ACEA Board of Directors
in the first half of 2013, (iii) resignations during the period and (iv)
the impact of the entry into force of the amendments to IAS 19
21
which, in summary, concern the abolition of the corridor method
for the recognition of actuarial gains and losses to be recognized
instead in “Other Comprehensive Income” (OCI). The impact of
these changes resulted in an increase in liabilities at 1 January 2013,
measured on the basis of IAS 19, of approximately 23.4 million euros
which also include a review of the discount rate compared to the
rate used at end of 2012. In particular, as regards the economic and
financial scenario, a 3.17% discount rate was used for the evaluation
(compared to a rate of 2.80% used for last year).
31 December 2013, 4.9 million euros of this provision was used
to cover the capital expenditure incurred.
• the provision set aside to deal with the charges arising from the
voluntary redundancy and early retirement procedure increased
by 1.4 million euros,
• the equity investment provision, which recorded a decrease of
3.9 million euros, primarily due to the use of the provision at
31 December 2012 to cope with the resolutions passed by the
shareholders of Marco Polo to partially cover the 2012 losses.
13. PROVISIONS FOR LIABILITIES AND CHARGES 259.9 MILLION EUROS
14. OTHER NON-CURRENT LIABILITIES - 456.2 MILLION EUROS
The provision for liabilities and charges recorded a decrease of 12.5
million euros largely due to provisions for the period (48.3 million
euros) net of uses and other changes (totalling 58.1 million euros)
with reference to allocations made in previous years to cover
redundancies, disputes and litigation, concession fees and tenderrelated risks.
The following table provides a breakdown by type of the provision
for liabilities and charges.
TYPE OF PROVISION
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
Regulatory risks
74.2
83.6
(9.4)
Legal
27.0
32.9
(5.9)
Post mortem
26.4
26.4
0.0
Other liabilities and charges
28.1
21.5
6.6
6.1
10.0
(3.9)
Investees
Contributory risks
7.0
11.2
(4.2)
Tax
4.3
4.5
(0.1)
Early retirements and
2.0
0.7
1.4
175.1
190.6
(15.5)
72.3
64.4
7.8
redundancies
TOTAL
Provisions for restoration charges
Contractual commitments
TOTAL PROVISION
12.5
17.4
(4.9)
259.9
272.4
(12.5)
The main changes refer to:
• the provision for regulatory risks decreased by 9.4 million
euros, mainly driven by the adjustment of the provision in
2012 resulting from the decisions of the Special Commissioner
who, among other things, determined the adjustments and
service levels of Acea Ato5 with reference to the 2006-2011
management period,
• the provision for legal disputes decreased by 5.9 million euros,
as a result of the disputes settled in the financial year,
• the provision for contribution issues decreased by 4.2 million
euros as a result of activities aimed at resolving the known
ongoing dispute with INPS,
• the provision for restoration costs increased by 7.8 million euros
as a result of allocations related to the costs required to keep
the water service infrastructure in good condition,
• the provisions allocated by Acea Ato 2 in relation to the nonapplication of penalties through the application of the MALL
parameter on the works financed by grant from 2012 to 2017; at
22
This item recorded an increase of 83.9 million euros (+ 22.5%).
This item consists of:
€ millions
Advances from end users and
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
118.3
114.2
4.1
115.6
104.2
11.4
104.8
93.6
11.2
customers
Capital grants, accrued liabilities
and deferred income
Provisions for deferred tax
liabilities
Due to the Campania Region
61.2
0.0
61.2
Water connection fees
56.2
60.3
(4.0)
456.2
372.3
83.9
TOTAL
The change in the period was mainly due to recognition of the
amount payable by GORI to the Campania Regional Authorities
among medium/long term liabilities in accordance with the
repayment plan envisaged by the Agreement signed in June
2013, scheduling the repayment of the total amount due of 212
million euros (Group share 78.5 million euros) over twenty years
and provides for the payment of interest only from the eleventh
year. As a result of the covenants in the agreement, the debt was
discounted to present value: this effect amounted to 38.8 million
euros (Group share 14.4 million euros) and resulted in an increase
in deferred tax liabilities of 4.0 million euros.
The current portion of the Gori payables to the Campania Regional
Authorities amounted to 4.8 million euros (Group share 1.8 million
euros) and was recognized as trade payables.
Advances includes: i) the amount of security deposits and
consumption advance subject to adjustment by the water
companies; ii) the amount of advances relating to liabilities for
advances on energy consumption, paid by customers in the
Protected Categories market, that bear interest at the conditions
set by the regulation issued by the Authority for Electricity and Gas
(Resolution No. 204/99).
Capital grants and those for Water connection showed a net overall
increase of 6.5 million euros, mainly attributable to Umbra Acque.
Accrued liabilities and deferred income amounting to 38.3 million euros refer to grants received, recognised in the income statement by an
amount equal to the depreciation generated by the associated capital investment. In particular, this item includes the contribution received
by ACEA Distribuzione for the replacement of electromechanical meters with electronic meters (AEEGSI Resolution 292/06).
NET WORKING CAPITAL - 136.6 MILLION EUROS
Increases by 24.4 million euros compared to the end of the previous financial year as follows.
€ millions
31.12.2013
31.12.2012
1,500.7
1,477.2
23.5
1,399.4
1,346.8
52.6
69.7
94.3
(24.7)
(4.6)
Current receivables
- due from end users/customers
- due to Roma Capitale
Inventories
INCREASE/(DECREASE)
37.3
42.0
237.3
221.3
16.0
(1,306.9)
(1,267.2)
(39.7)
(1,212.9)
(1,193.1)
(28.2)
(85.6)
(60.7)
(24.9)
(331.9)
(361.2)
29.3
136.6
112.2
24.4
31.12.2013
31.12.2012
INCREASE/(DECREASE)
1,399.4
1,346.8
52.6
69.7
94.3
(24.7)
31.6
36.0
(4.4)
1,500.7
1,477.2
23.5
Current payables
- due to Suppliers
- due to Roma Capitale
Total
15. CURRENT RECEIVABLES - 1,500.7 MILLION EUROS
The breakdown is shown in the following table:
€ thousand
Amounts due from customers
Amounts due from Roma Capitale
Amounts due from subsidiaries and associates
Total trade receivables
Receivables from end users and customers
This item increased by 52.6 million euros compared to the previous year. The breakdown by Operating Segment is provided below:
€ millions
31.12.2013
31.12.2012
INCREASE/(DECREASE)
END USERS
(A)
CUSTOMERS
(B)
TOTAL
END USERS
(C)
CUSTOMERS
(D)
TOTAL
END USERS
(A)-(C)
CUSTOMERS
(B)-(D)
TOTAL
0.0
27.3
27.3
0.0
43.8
43.8
0.0
(16.5)
(16.5)
Energy
553.4
56.7
610.0
495.1
88.2
583.2
58.3
(31.5)
26.8
Water
577.1
48.9
626.1
535.7
48.1
583.8
41.4
0.8
42.2
Networks
39.9
52.1
92.0
41.3
48.7
90.0
(1.5)
3.4
2.0
Corporate
0.0
44.0
44.0
0.0
45.9
45.9
0.0
(1.9)
(1.9)
1,170.4
229.0
1,399.4
1,072.1
274.7
1,346.8
98.2
(45.7)
52.6
Environment
Total
In 2013 sales transactions without recourse were carried out for a total amount of 1,393.5 million euros, around half of which referred to the
Energy Segment.
€ millions
31.12.2013
Environment
DI CUI PUBBLICA AMMINISTRAZIONE
0.2
0.2
Energy
714.6
83.2
Water
305.4
32.7
Networks
373.4
40.1
Corporate
0.0
0.0
1,393.5
156.3
Total
23
With reference to the main changes in receivables from end users
or customers:
• the Environment Segment reduced its total receivables by 16.5 million
euros mainly attributable to ARIA and SAO,
• he Energy Segment recorded an overall increase in receivables
of 26.8 million euros compared to receivables recognised at 31
December 2012.
• The Water Segment increased its total receivables by 42.2 million
euros. The change derives substantially from the effect produced
by the increase in receivables for bills to be issued as a result
of application of the Transitional Tariff Method. There was also a
reduction of 10.8 million euros for tariff adjustments recognised
by GORI up to 2011 as a result of the Agreement signed with the
Campania Region, which provides, inter alia, for a reduction in the
adjustments for an amount equal to the discount on debt for the
AMOUNTS DUE FROM ROMA CAPITALE
purchase of water and a reduction of 35.7 million euros related to
the reclassification under Other non-current assets of the portion of
the tariff adjustments recoverable in the medium - long term as a
result of the aforementioned Agreement.
Receivables due from the Parent Company Roma Capitale
Trade receivables due from Roma Capitale totalled 69.7 million euros
at 31 December 2013 (94.3 million euros at 31 December 2012).
The total amount of receivables (including short-term and medium/
long term financial receivables resulting from the public lighting
contract) was 154.0 million euros compared to 188.6 million euros
at the end of the previous year.
The following table presents an analysis of the ACEA Group’s
relations with Roma Capitale regarding both receivables and
payables, including those of a financial nature.
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Utility receivables
42.5
53.1
(10.6)
Contract work
19.3
17.6
1.6
Services
1.4
6.6
(5.2)
Other receivables
0.3
0.1
0.2
Total services billed
63.5
77.4
(13.9)
Grants receivable
2.4
2.4
0.0
Surcharge receivable
0.0
0.0
0.0
65.9
79.8
(13.9)
Total services to be billed
Total services requested
7.1
13.9
(6.8)
Advances
0.8
2.1
(1.4)
73.8
95.8
(22.0)
Public lighting loans and receivables
Total receivables due within one year (A)
AMOUNTS DUE TO ROMA CAPITALE
Electricity surtax payable
50.1
63.3
(13.2)
123.9
159.1
(35.2)
31/12/2013
31/12/2012
VARIATION
(14.8)
(14.5)
(0.2)
Concession fees payable
(48.9)
(23.9)
(25.0)
Total payables due within one year (B)
(63.7)
(38.5)
(25.2)
TOTALE (A) - (B)
60,2
120,7
(60,5)
Other financial receivables/payables
(0.7)
30.0
(30.7)
(32.1)
of which: Financial liabilities (including dividends)
(33.0)
(0.9)
of which: medium/long-term loans and receivables for public lighting
32.3
30.9
1.4
Other trade receivables/(payables)
(5.5)
(3.3)
(2.2)
Net balance
54.0
147.4
(93.4)
24
The significant decrease in receivables is due to the Roma Capitale
payments received during the year, equal to 186.8 million euro, also
thanks to the “push” from Legislative Decree 35/2013.
Furthermore, there was an increase in payables accrued for
integrated water services in the financial year, as well as payables
arising from the 2013 interim dividend approved by the Board of
Directors on 18 December 2013.
Amounts due from subsidiaries
Amount to 24.9 million euros (30.4 million euros at 31 December
2012) recording a decrease of 5.4 million euros. They refer
to receivables due from subsidiaries consolidated using the
proportional method.
16. INVENTORIES - 37.3 MILLION EUROS
A 4.6 million euro decrease compared to 31 December 2012. The
changes by industrial segment are shown in the following table:
As well as the payables in the above table, there are also those for
the water treatment and sewerage fees deriving from the services
provided to the Vatican State which cannot be calculated as
receivables for Roma Capitale as the Vatican payables have still not
been paid.
€ millions
Environment segment
With reference to Group relations with Roma Capitale related
parties, Group receivables due from AMA and ATAC amount to 51
million euros recorded in amounts due from customers.
INCREASE/
(DECREASE)
3.4
3.2
0.3
(0.8)
1.8
2.7
Water Segment
13.5
13.0
0.5
Networks Segment
18.3
20.6
(2.3)
Total
Amount to 6.6 million euros and substantially in line with the
previous year (5.6 million euros).
31.12.2012
Energy segment
Parent Company
Amounts due from associates
31.12.2013
0.3
2.5
(2.3)
37.3
42.0
(4.6)
17. OTHER CURRENT ASSETS - 237.3 MILLION EUROS
Registrano una crescita complessiva di € 16,0 millions, pari al 7,2%
rispetto all’esercizio precedente e risultano essere composti come
di seguito riportato:
€ thousand
31/12/2013
31/12/2012
INCREASE/(DECREASE)
% INCREASE/ (DECREASE)
116.1
124.1
(7.9)
(6.4%)
11.7
8.8
2.8
32.1%
109.5
85.6
23.9
27.9%
0.0
2.9
(2.8)
(98.3%)
237.3
221.3
16.0
7.2%
Other receivables
Accrued income and prepayments
Tax receivables
Receivables from commodities derivatives
Total other receivables and current assets
Other receivables amount to a total of 116.1 million euros, a 7.9
million drop as shown in the following table with the composition
and changes compared to the previous year:
25
€ millions
31/12/2013
31/12/2012
INCREASE/ (DECREASE)
Receivables due from the Equalisation Fund
41.1
16.6
24.5
Receivables due from Authority for Tariff adjustments
18.0
31.5
(13.6)
Receivables due from Trifoglio property company
10.3
10.3
0.0
Receivables due from Municipal Authorities
7.4
7.3
0.1
Receivables due from INPS welfare contributions in accordance with
7.1
0.0
7.1
Regional grants due
4.8
6.7
(1.9)
Receivables from Equitalia
4.1
7.6
(3.5)
Receivables due from social security institutions
3.9
4.2
(0.3)
Receivables due for green certificate revenue accrued
3.2
0.0
3.2
Security deposits
2.9
1.5
1.4
Suppliers' advances
2.9
1.9
1.1
Receivable due from single transfers
2.6
5.5
(2.9)
Other receivables due from Equalisation Fund
1.2
2.4
(1.2)
Receivables due from the Equalisation Fund for TOE
0.4
14.1
(13.8)
Receivables due for repayment of tariff restrictions
0.2
0.2
(0.1)
Receivables due from GDF Suez for activities performed before winding-up
0.0
3.3
(3.3)
Other minor receivables
6.1
11.1
(5.0)
116.1
124.1
(7.9)
article 41, paragraph 2, letter A of Act 488/1999
Total
The decrease of 7.9 thousand euros compared to 2012 is mainly
attributable to the following phenomena:
• - 13.6 million euros refers to “amounts due from the Area
Authority”, following the recognition of adjustments payable
to ACEA Ato5 for the 2006-2011 period managed by the
Commissioner in accordance with Decision 30 May 2013,
• - 13.8 million euros recognised by ACEA Distribuzione for
receivables due from the Equalisation Fund as repayment of the
portion of the purchase cost of energy efficiency certificates
cancelled for achieving the assigned energy savings targets for
2012,
• + 24.5 million euros recorded by ACEA Distribuzione relating to
the general equalisation for 2010 and 2013.
26
Tax receivables, amounted to 109.5 million euros (+ 23.9 million
euros) and mainly include VAT credits for 41.2 million euros and
IRES and IRAP tax credits for 22.3 million euros.
Accrued income and prepayments amount to 11.7 million euros
(8.8 million euros at 31 December 2012) and refer mainly to land
rent, lease payments and insurance.
18. CURRENT PAYABLES - 1,306.9 MILLION EUROS
€ millions
31.12.2013
31.12.2012
1,212.9
1,193.1
19.8
85.6
60.7
24.9
Due to associates
7.2
10.9
(3.7)
Due to subsidiaries
1.2
2.5
(1.3)
1,306.9
1,267.2
39.7
Amounts due to third-party suppliers
Due to the Parent Company Roma Capitale
TOTAL
Trade payables amounted to 1,212.9 million euros (1,193.1 million euros at 31 December 2012).
The following table provides the breakdown by operating segment:
€ millions
31.12.2013
Environment segment
31.12.2012
33.5
55.8
(22.3)
Energy segment
483.3
370.7
112.6
Water Segment
313.9
372.0
(58.1)
Networks Segment
315.7
314.2
1.5
66.5
80.3
(13.8)
1,212.9
1,193.1
19.8
Corporate
Total
There was a reduction in all Business segments, except for the
Energy segments with an overall increase of 112.6 million euros for
the purchase and transport of electrical energy.
The reduction in the Water Segment can mainly be attributed
to the reclassification of 61.2 million euros as Other non-current
liabilities which refer to the sum GORI must pay the Campania
Regional Authorities as a result of the Agreement signed between
GORI, the Campania Regional Authorities and the Area Authority.
Amounts due to associates
The balance of 7.2 million euros is 3.7 million euros less than
that at 31 December 2012 and mainly refers to payables for
the management of the public lighting service provided by the
associate Citelum Napoli Pubblica Illuminazione in the Municipality
of Naples, and for relations with Gruppo Acque subsidiaries in
Tuscany.
Amounts due to subsidiaries
Amounts due to Parent Company Roma Capitale
These amount to 85.6 million euros and the 24.9 million increase
is essentially due to an increase in payables accrued for integrated
water services in the financial year.
The amounts due to subsidiaries were 1.2 million euros and mainly
included the payables of Acque to its subsidiaries.
19. OTHER CURRENT LIABILITIES - 331.9 MILLION EUROS
An increase of 29.3 million euros (8.1%). The following table shows
the main items making up the balance and the change compared to
31 December 2012.
€ millions
31.12.2013
31.12.2012
254.1
265.2
(11.1)
Tax Payables
49.3
61.5
(12.2)
Social security contributions
21.5
21.2
0.2
Other amounts due to end users for repayment of tariff restrictions
1.2
7.1
(5.9)
Accrued liabilities and deferred income
5.4
6.1
(0.7)
Liabilities deriving from Fair Value evaluations of commodities
0.5
0.0
0.5
331.9
361.2
(29.3)
27
Other current liabilities amount to 254.1 million euros, 11.1 million less than at 31 December 2012 (265.2 million). The following table shows
the composition and changes compared to the previous year:
€ millions
31.12.2013
31.12.2012
Payables to municipalities for concession fees
55.9
60.7
(4.9)
Payables for collections subject to verification
43.0
32.5
10.5
Amounts due to staff
41.7
37.8
3.9
Payables to Equalisation Fund
31.8
23.7
8.1
Other payables due to Municipalities
26.9
41.9
(15.1)
Other payables
15.7
21.1
(5.5)
Payables due to Equitalia
13.2
21.3
(8.1)
Welfare contribution payables
12.0
8.1
3.9
Payables to INPS, due in instalments
7.4
16.2
(8.8)
Payables to Area Authority
2.5
0.0
2.5
Payables for purchase of surface rights
1.3
0.0
1.3
Payables for environmental premium Art. 10 of ATI4 agreement of 13/08/2007
1.3
1.7
(0.4)
Insurance payables
0.7
0.0
0.7
Payables for staff termination benefits from single transfers
0.5
0.0
0.5
Payables for rebate of water treatment tariff (Sent.335/08)
0.2
0.0
0.2
254.1
265.2
(11.1)
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Environment segment
0.6
0.6
0.0
Energy segment
1.8
1.5
0.3
Water Segment
10.0
10.6
(0.7)
Networks Segment
5.9
5.6
0.3
Corporate
3.2
3.0
0.3
21.5
21.2
0.2
Total
The change is due to the effect of recognition of the amount
payable by GORI to the Campania Regional Authorities among
medium/long term liabilities as a consequence of the Agreement
signed in June 2013.
These tax payables amount to 49.3 million euros (61.5 million euros
at 31 December 2012) and include 11.6 million euros IRES and
IRAP tax payables for the period and 27.4 million euros VAT. The
remainder includes 10.3 million euros for additional municipal and
provincial tax payables.
Social security and welfare payables amount to 21.5 million euros
(21.2 million euros at December 2012) as follows by Operating
Segment:
€ millions
Total
The change in amounts due to end users for tariff restrictions
(5.9 million euros) derives essentially from recognition of the
non-realisation of the requirement for liabilities concerning excess
revenues for 2001.
The application of excess revenues ended with the second
regulatory period.
Accrued liabilities and deferred income amount to 5.4 million euros,
with a reduction of 0.7 million euros on last year.
28
Payables from commodity derivatives include the Fair Value of
some financial contracts drawn up by Acea Energia Holding. At 31
December 2013 this value was 0.5 million euros.
20. NET MEDIUM - LONG TERM DEBT - (2,472.8) MILLION EUROS
Group debt at 31 December 2013 dropped by
27.3 million euros, from 2,495.5 million euros at the end of 2012 to
2,468.2 million euros.
The following table provides the breakdown of the items
concerned:
€ millions
31.12.2013
31.12.2012
INCREASE/(DECREASE)
2.5
2.1
0.4
32.3
30.9
1.4
Non-current borrowings and financial liabilities
(2,507.6)
(2,211.6)
(296.0)
Net medium/long-term debt
(2,472.8)
(2,178.6)
(294.2)
589.5
423.8
165.7
Short-term bank borrowings
(466.2)
(753.9)
287.6
Current financial assets/(liabilities)
(141.5)
(56.9)
(84.6)
22.9
70.1
(47.3)
4.6
(316.8)
321.5
(2,468.2)
(2,495.5)
27.3
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Bonds
1,290.8
1,011.1
279.6
1,216.9
1,200.5
16.4
Total
2,507.6
2,211.6
296.0
Non-current financial assets/(liabilities)
Intragroup non-current financial assets/(liabilities)
Cash and cash equivalents and securities
Intragroup current financial assets/(liabilities)
Net short-term debt
Total net debt
Net medium - long term debt - (2,472.8) million euros
With regard to this component it should be noted that:
• non-current financial assets/(liabilities) recorded a balance of
2.5 million euros, in line with the end of 2012 (2.1 million euros),
• Intragroup financial assets/(liabilities) stood at 32.3 million
euros and include financial receivables from Roma Capitale for
upgrading works completed to adapt systems to safety and
regulatory standards and new constructions as envisaged in
the addendum to the Public Lighting contract. This receivable
refers to the long-term portion due following application of
the financial asset model as envisaged in IFRIC 12 on Service
Concession Agreements and increased by 1.4 million euros
compared to 31 December 2012.
• non-current payables and financial liabilities totalled 2,507.6
million euros, up 296.0 million euros from 31 December 2012
and can be broken down as follows:
€ millions
29
BONDS - 1,290.8 MILLION EUROS
The change compared with the end of the previous financial year
can be broken down as follows: 600.0 million euros regarding the
bond issued by ACEA on 12 September 2013, mitigated by the
reclassification in “Short-term bonds”, by the 300.0 million euros
bond issued in 2004 and due 23 July 2014, as well as the bond issued
by Consorcio Agua Azul due 9 January 2014.
This item includes:
• 600.6 million euros (including accrued interest and Fair value
of the hedge) regarding the bond issued by ACEA in early
September, with a duration of 5 years due 12 September
2018. The Fair Value of the derivatives hedged on this debt is
positive and equal to 0.8 million euros. The bonds pay one gross
coupon annually of 3.75% and were placed at an issue price of
99.754. The gross effective yield at maturity is therefore 3.803%
corresponding to a return of 230 base points on top of the
reference rate (mid-swap at 10 years). The bonds are subject to
British law. The settlement date is 12 September 2013. Interest
accrued during the period amounted to 6.8 million euros,
• 515.3 million euros (including accrued interest and Fair value of
the hedge) regarding the bond issued by ACEA in March 2010,
with a duration of 10 years due 16 March 2020. Interest accrued
during the period amounted to 22.5 million euros,
BANK LOANS:
fixed rate
• 174.8 million euros (including accrued interest and Fair value
of the hedge) relating to the Private Placement. The Fair Value
of this hedge was a negative 36.2 million euros and has been
allocated to a specific equity reserve. The exchange rate
difference - positive by 26.9 million euros - calculated at 31
December 2013 on the hedged instrument was allocated to a
translation reserve. The exchange rate at 31 December 2013
amounted to 144.72 euros against 116.61 euros at 31 December
2012. Interest accrued during the period amounted to 3.6 million
euros.
Medium/long term borrowings (including short-term portions) 1,312.4 million euros
At 31 December 2013 there was a decrease of 153.5 million
euros, compared to the 1,465.9 million euros of 2012, which
can be attributed to the net effect produced on one hand by the
repayment on 4 August of the 200 million euros loan to Banco
Bilbao, and on the other hand by a new 100 million euros loan taken
out by ACEA with European Investment Bank, due 31 July 2028.
The following table shows medium/long–term and short-term
borrowings by term to maturity and type of interest rate:
RESIDUAL DEBT
DUE BY 31.12.2014
FROM 31.12.2014
TO 31.12.2018
AFTER 31/12/2018
348.1
23.0
85.4
239.6
floating rate
704.6
56.4
396.0
252.3
floating rate to fixed rate
259.8
16.2
94.6
149.0
1,312.4
95.6
576.0
640.9
Total
The following table provides a breakdown by company of the Fair Value of hedging derivatives compared with the figures from the previous
year.
€ millions
31.12.2013
31.12.2012
INCREASE/(DECREASE)
306.3
0.0
306.3
Short-term bank credit lines
64.4
488.4
(424.0)
Short-term bank lines of credit - mortgages
95.6
265.4
(169.9)
Total
466.2
753.9
(287.6)
Totale
(21,1)
(30,5)
9,4
Short-term bonds
The change during the period (- 287.6 million euros) derives mainly from the reduction in debt of the Parent Company (- 305.5 million euros).
30
Net short-term debt - (4.6) million euros
The short-term component was a positive 4.6 million euros. Compared to 31 December 2012, the 321.5 million euros overall improvement
was mainly due to a reduction in short-term bank debt (287.6 million euros) and an increase in cash and cash equivalents (165.7 million
euros), partially mitigated by third party and Intragroup current financial assets and liabilities (131.8 million euros).
Short-term bank borrowings totalled 466.2 million euros, broken down as follows:
€ millions
Short-term bonds
Short-term bank lines of credit - mortgages
Total
The change during the period (- 287.6 million euros) derives mainly
from the reduction in debt of the Parent Company (- 305.5 million
euros).
With reference to the above, note that the reduction in debt
depends on the one hand on a 415.7 million euro repayment of
current credit lines at 31 December 2012 and a 200 million euro
loan taken out with Banco Bilbao, and on the other hand on the
reclassification of the bond due in the following 12 months.
At 31 December 2013 the Parent Company held uncommitted and
committed credit lines totalling 719 million euros and 500 million
euros respectively, neither of which is used. No guarantees were
issued to obtain these credit lines.
The committed credit is revolving with a contractual term of three
years from the date of signing. Regarding the availability of these
lines (i) 200 million euros mature in 2014, and (ii) the remaining 300
million euros mature in 2015. The contracts entered into provide for
the payment of a fee for non-use plus an up-front fee paid at the
time the credit lines are opened.
Current financial assets and liabilities reported a balance at 31
December that increases debt by 141.5 million euros (56.9 million
euros at 31 December 2012). The 84.6 million euro increase in
borrowing can be broken down as follows: receivables arising
from the sale of the photovoltaic business unit completed on 28
December 2012 (- 10.5 million euros) and those resulting from the
balance on the dissolution of the Joint - Venture with GDF - Suez
(- 13.5 million euros), with the simultaneous settlement of the
corresponding financial liabilities recognized in Acea Produzione(+
13.5 million euros).
With reference to the individual Operating segments, the Factoring
exposure for the transfer of receivables of the Companies in the
Networks and Energy Segments (67.2 million) increased.
Current financial assets include 29.1 million euros for transfers
made in December and collected at the beginning of 2014.
31.12.2013
31.12.2012
306.3
0.0
INCREASE/(DECREASE)
306.3
64.4
488.4
(424.0)
95.6
265.4
(169.9)
466.2
753.9
(287.6)
Intragroup current financial assets and liabilities reduced borrowings
by 22.9 million euros and mainly include the net exposure to Roma
Capitale (17.1 million euros).
The overall change of - 47.3 million euros, derives primarily from
the decrease in receivables (- 13.2 million euros) arising from the
service agreement for the management of public lighting in the
Rome area, and the residual payable arising from distribution of the
2013 interim dividend (- 32.1 million euros) approved by the Board
of Directors on 18 December 2013.
21. SHAREHOLDERS’ EQUITY - 1,405.4 MILLION EUROS
The changes occurred during the period, amounting to 89.4 million
euros, are detailed in the table below.
The change, net of profit for the period amounting to 153.3 million
euros, was essentially due to changes in the cash flow hedge
reserve related to financial instruments for 15.3 million euros
(net of taxation), in the reserve for the fair value measurement of
derivative contracts of ACEA Energia Holding for - 2.4 million euros
and the application, as of 1 January 2013, of the new accounting
method required by IAS 19 following the drafting of the new
accounting standard for - 3.3 million euros. The change was also
affected by the dividend distribution of 77.4 million euros.
31
REFERENCE CONTEXT
PERFORMANCE OF THE EQUITY MARKETS
AND THE ACEA SHARE
PERFORMANCE OF THE ACEA SHARE IN THE PERIOD OF REFERENCE
AND IN THE THIRD QUARTER
In 2013 the recovery of the International stock exchange, which
started in November 2012, continued. The Stock market trend was
mainly influenced by the monetary policy of major Central Banks.
In Europe, the Frankfurt stock exchange registered the best
performance, followed by Madrid, Paris, Milan and London.
ACEA’s share price stood at 8,275 euros in the last trading session
of 2013 (capitalisation: 1,762.3 million euros) a 81.7% increase on
31 December 2012. In 2013 a high of 8,41 euros was recorded on
19 December with a low of 4,10 euros recorded on 19 March.
The average daily traded volumes amounted to 132,262 (in line with
those recorded in 2012, equal to 126,078).
ITALIAN STOCK EXCHANGE
The changes recorded by the principal Italian Stock Market are
shown below: FTSE MIB +16.6%, FTSE Italia All Share +17.6% and FTSE
Italia Mid Cap +48.8%.
10,0
9,00
Acea
8,00
Euro
7,00
6,00
5,00
4,0
3,0
12.2012
02.2013
04.2013
06.2013
(Source: Bloomberg)
32
08.2013
10.2013
12.2013
The following graph shows re-based figures for ACEA’s share price, compared to Stock Market indexes.
10,0
9,0
ACEA
8,0
FTSE ITALIA MID CAP
(Euro)
7,0
6,0
5,0
FTSE ITALIA ALL SHARE
FTSE MIB
4,0
3,0
12.2012
02.2013
04.2013
06.2013
08.2013
10.2013
12.2013
Acea
FTSE Italia All Share
FTSE Mib
FTSE Italia Mid Cap
graph of standardized Acea values – Source Bloomberg
% INCREASE/DECREASE 31/12/2013
(COMPARED TO 31/12/2012)
Acea
+81.7%
FTSE Italia All Share
+17.6%
FTSE Mib
+16.6%
FTSE Italia Mid Cap
+48.8%
(Source: Bloomberg)
In 2013, ACEA stepped up meetings with the Financial community,
organizing numerous “one on one” meetings, open presentations,
roadshows (in major European and American venues) and
participated at the Utility Conference coordinated by major
Merchant Banks. Meeting were held with over 250 equity investors,
buy side analysts and credit investors/analysts. Furthermore,
market conference calls were held to approve annual and interim
results.
Around 70 reports/notes were published on ACEA’s share in 2013.
ENERGY MARKET
2013 was characterised by the continuation of the economic crisis
with a significant impact on both the offer of electrical energy and
on the demand for electrical energy, reaching 317,144 GWh1
with a 3.4% decrease on the trend.
In Italy the electrical energy demand dropped by 11,076 GWh,
which in non-calendar terms corresponds to a 3.1% decrease.
87% of requirements were covered by national production and the
remaining by imports from abroad.
In this context, net national production (277,380 GWh) decreased
by 3.6% compared to 2012, while the overseas balance showed a
decrease of 2.2%. Except for thermoelectric production (- 12.0%),
there was an increase in all other Italian energy sources on the
previous year: wind power (+ 11.6%), hydroelectric (+ 21.4%), PV (+
18.9%) and geothermal (+ 1.0%).
1. Source: Terna – December 2013, monthly report on the electricity system.
33
GWH
2013
2012
INCREASE/DECREASE %
2013/2012
Net Production
- Hydroelectric
- Thermoelectric
52,515
43,260
21.4%
182,528
207,331
(12.0%)
- Geothermal
5,305
5,251
1.0%
- Wind power
14,886
13,333
11.6%
- PV Power
22,146
18,631
18.9%
Total Net Production
277,380
287,806
(3.6%)
Imports
44,331
45,408
(2.4%)
Exports
Balance of Imports
Pumping systems consumption
Electrical Energy Demand
2,178
2,305
(5.5%)
42,153
43,103
(2.2%)
2,389
2,689
(11.2%)
317,144
328,220
(3.4%)
Electrical energy traded on the day-ahead market decreased considerably once again on a yearly basis (- 2.9%) to 289,154 GWh of volumes
purchased, which represents an all-time low since the regulated market came into effect; OTC trade on the PCE and nominated on the DAM
dropped to 82.3 TWh (- 31.3% compared to 2012). Market liquidity increased by 11.7% compared to 2012, reaching a record value of 71.6%.
LIQUIDITY ON THE DAM 4
400
72.0%
71.6%
350
250
108,7
120,2
133,3
104,3
67.1%
68.0%
68.0%
119,1
100,4
120,0
131,1
82,3
TWh
200
150
100
70.0%
66.0%
64.0%
62.8%
178,7
196,5
221,3
232,6
203,0
213,0
62.6%
199,5
60.0%
59.8%
59.6%
50
62.0%
206,9
180,3
58.0%
57.9%
0
56.0%
2005
power exchange
2006
2007
2008
2009
2010
off-exchange trading
2012
liquidity dx scale
Source: GME
34
2011
2012
Liquidity
300
69.0%
There was a (- 16.6%) reduction in the average purchase price for electricity (PUN) compared to the average value in 2012, reaching 62,99 €/
Mwh, a 12,49 €/Mwh decrease on the trend.
An analysis by time bands shows an annual decrease of 15,31 €
€ /MWh (-17.7%) at peak times and 11,02 €/MWh off-peak, with prices
reaching minimum values of 70,97 €/MWh and 58,75 € €/MWh respectively.
NATIONAL SINGLE PRICE (PUN)
120
114.38
108.73
104.90
100
€��/MWh
87.80
86.99
70.99
60
70.97
64.12
72.53
57.06
75.48
72.23
63.72
58.59
82.71
76.77
74.75
80
86.28
83.05
53.00
62.99
69.77
66.71
58.75
43.18
57.34
53.41
40
2005
2006
2007
2008
2009
2010
2011
2012
baseload
peak
2013
off-peak
Source: Energy Market Operator (GME) - December 2013, GME Newsletter
The average sale prices in Italy dropped significantly in all areas except Sicily, which recorded a price of 92,00 €/MWh, with a 3.4% decrease
going against the current trend in other areas where there are considerable reductions in average sale prices ranging from 57,22 €/MWh in
the South to 61,58 €/MWh in the North. The sale price in Sardinia of 61,52 €/MWh quashes the historical spread of continental zones.
DAM, SALE PRICES
61.58
125
115
61.05
€/MWh
105
59.26
95
85
57.22
61.52
75
65
92.00
55
2005
2006
North
2007
2008
Cent. North
Cent. South
2009
2010
South
2011
Sicily
2012
2013
2012
2011
Sardinia
Source: GME – December 2013, GME Newsletter
35
At a European level the negative trend of electricity spot markets (a 6% - 13% decrease) worsened the trend that started last year in
France and Germany and reversed the positive trend in Italy; while the Italian price remained generally higher, it is dropping, following the
contemporary reduction in the national gas hub and the price of oil products, reaching an all-time low since 2005 (62,99 €/MWh), a decrease
of almost 17%. The futures market expects monthly profiles for 2014 to be similar to those of last year.
PRICE ON THE EUROPEAN POWER EXCHANGES (ARITHMETIC MEAN €/MWH)
80
70
€/MWh
60
50
40
30
20
10
2009
2010
2011
2012
Italy
IPEX: Italian Power
Exchange
2013
Austria
EPEX: European Power
Energy Exchange, the
German Power Exchange
3-2013
France
6-2013
Spain
EPEX: the French Power
Exchange
9-2013
12-2013
Germany
OMIE: Compañía
Operadora del Mercado
Español de Electricidad,
the Spanish Power
Exchange
Switzerland
3-2014
6-2014
9-2014
12-2014
Scandinavia
NordPool: the
Scandinavian Power
Exchange (Norway,
Sweden, Denmark,
Finland)
Source: GME – December 2013, GME Newsletter
ANNUAL AND MONTHLY VOLUMES ON EUROPEAN POWER EXCHANGE SPOT MARKETS
2013
Italy
206,9
+16%
15,5
58,5
-1%
5,4
Germany
245,6
+0%
22,2
Spain
186,6
+0%
16,9
Scandinavia
329,6
+4%
31,5
7,8
-17%
0,5
18,7
+12%
1,5
France
Austria
Switzerland
90
VAR Y-1 (%) DECEMBER 13
80
70
60
€/MWh
VOLUME (TWh)
50
40
30
20
10
Source: Thomson-Reuters
2009
2010
2011
2012
Natural gas consumption in Italy dropped to 69,460 million m3 (- 6.3% on the basis compared to 2012) with a down turn mainly in the
thermoelectric sector (- 15.6%).
On the supply side, national production continued on a down trend (- 9.5%) as did natural gas imports with a 61,509 million m3 (- 8.8%)
decrease on the trend, while there was an increase in gas supplied from storage systems (+ 31.9%), the highest level in recent years.
36
2013
REGULATIONS AND TARIFFS
REGULATIONS FOR LOCAL PUBLIC SERVICES
Italian Law Decree no. 138 of 13 August 2011, converted to Law no.
148 of 14 September 2011 provided applicable regulations following
the vacuum created by the Abrogative referendum of 12 and 13 June
2011.
Following the appeal filed by some Regional Authorities, the above
regulations were declared to be partly illegitimate by Constitutional
Court Sentence No. 199 on 17 July 2012.
As a result of this sentence, as explained in detail below, while the
regulations concerning the management of local public services
in networks on the basis of Area Authorities in article 3 bis of Law
148/2011 remain valid, the early expiry of concessions for noncompliant assignments in art. 4 of the same Law 148/2011 is no
longer valid.
Further legislation of reference was passed in the form of article 34,
paragraphs 20-26, of Italian Law Decree No. 179 - 8 October 2012
“the so-called Growth Decree 2” converted to Law No. 221 - 17
December 2012.
On the basis of the provisions of said decree, the awarding body
is exclusively responsible for assessing the service assignment
procedures, provided this is carried out on the basis of a dedicated,
grounded report on the “reasons” and the “fulfilment of European
legal requirements for the chosen form of assignment.” The
regulation also refers to the guarantee of equality amongst operators,
the economic efficiency of the service” and a suitable disclosure to
the reference community.
The non-observance of the 31 December 2013 deadline indicated by
law for the publication of the above report for the regularization of
assignments “not compliant with European regulatory requirements”,
is penalised with assignment termination on the same date, 31
December 2013.
On that date, assignments which were not due to expire shall in any
case be terminated.
Decree Law no. 150 of 30 December 2013, the so-called
“Milleproroghe” (the annual decree extending the life of various
government measures) decreed that, in departure to said regime, in
order to guarantee service continuity, if the ATO has already initiated
assignment procedures, the service will be performed by the current
operators until the new operator takes over, in any case only up to
31 December 2014 at the latest. Furthermore it decreed, that if the
ATO is not set up or designated in accordance with paragraph 1 of
article 3-bis of Decree Law No. 138 - 13 August 2011, converted with
amendments to Law No. 148 - 14 September 2011, or a resolution
is not passed for the assignment by 30 June 2014, the Prefect
competent for the territory will exercise powers of substitution, the
cost of which will be paid by the defaulting party, who will make the
adjustments required to complete the assignment procedure by 31
December 2014. The non-observance of the deadlines will lead to
termination of assignments that fail to meet the requirements of
European regulations by 31 December 2014.
Paragraph 22 of the above-mentioned article 34 of Legislative Decree
179/2012, which sanctions the termination of “direct assignments
approved at 1 October 2003 to public limited companies already
listed on the stock market at that date and to their subsidiaries
pursuant to art. 2359 of the Italian Civil Code” on the date set forth
in the deeds governing the relationship, establishes the expiry of
those assignments sine die as 31 December 2020, “with no option to
extend and without the need for a special resolution by the awarding
party”.
As for the criteria that should inform the organisation of networked
local public services, the provisions pursuant to art. 3-bis of the
aforementioned Decree Law 138/2011, as supplemented by
paragraph 23 of article 34 in question, remains valid within the
regulatory system. The legislator introduces paragraph 1-bis into
art. 3-bis, which sets forth “an exclusive reservation of functions”
inherent to the organisation of the aforementioned services,
attributed to the bodies which oversee the areas pursuant to
paragraph 1 of art. 3-bis. The regulation refers in particular to the
choice of management form, the determination of end user tariffs
(insofar as they are responsible), and the assignment of services and
control over the regulation.
Art. 34, paragraph 29, also updates art. 154, paragraph 4, of
Legislative Decree 152/2006 (so-called Environmental code) with
regard to the “integrated water service tariff” in order to create
the necessary regulatory connection between sector regulations
and additional legislative measures that have radically changed the
structure of responsibilities within integrated water services. The
regulation now sets forth that “in order to prepare the Economicfinancial plan referred to in article 149, paragraph 1, letter d)”, the
“competent party” “shall prepare the basic tariff, in observance of the
tariff method pursuant to article 10, paragraph 14, letter d), of Decree
Law No. 70 of 13 May 2011, converted with amendments by Law no.
106 of 12 July 2011, and send it to the AEEGSI for approval.”
37
ABROGATIVE REFERENDUM OF 12 AND 13 JUNE 2011
As known, following the referenda carried out on 12 and 13 June
2011, article 23-bis of Law Decree 112/2008, converted to Law
133/2008 as amended and supplemented by article 15, paragraph
1 of Law Decree 135/2009, converted to Law 166/2009, regarding
economically significant local public services, as well as article 154,
paragraph 1 of Legislative Decree 152/2006 (Environmental Code),
the part which referred to “the adequacy of the return on capital
invested” amongst the criteria for determining the water tariff, was
repealed. Furthermore, the approved referendum petitions require
the abolition of Italian Presidential Decree 168 of 7 December 2010,
including the regulation implementing the provisions of article
23-bis, while leaving the current temporary provisions of article
170 of Legislative Decree 152/2006 (not subject to referendum)
unchanged, which involve the application of the Standardised
Method pursuant to Ministerial Decree 1 August 1996 until the
adoption of a new tariff method.
On 23 October 2012 the AEEGSI, assuming the functions of the
defunct National agency for water regulation and supervision,
presented the Council of State with a request for opinion on the
legitimacy to act in relation to issues regarding periods prior to the
transfer of sector regulatory functions.
Following the opinion of the Council of State on 25 January 2013
and after the consultation opened by Resolution No. 38/2013/R/idr,
AEEGSI published Resolution No. 273/2013/R/idr establishing the
operating procedures to adopt for the rebate.
Refer to the paragraph “Water Operating Segment” for updates on
the decisions taken by each single Area Authority.
INCENTIVE SCHEMES FOR THE PRODUCTION OF ENERGY
FROM RENEWABLE SOURCES
Regulations on incentive schemes for the production of energy
from renewable sources have been characterised by a trend
which, in implementation of the provisions of EC Directive 2001/77,
progressively limited incentives for biodegradable waste.
On the basis of current regulations, the following general context is
evident:
• in general, incentives apply to biodegradable waste;
• for plants declared to be operating in emergency waste
situations before January 2007, when Law No. 296 - 27
December 2006 came into effect, the above incentives are
envisaged, with no differentiation between organic and inorganic
waste, according to a specific departure;
• for plants using RDF/SSF from municipal waste and a preestablished quantity of special waste that meet specific
technical standards, the incentives may be applied as a flat rate
to 51% of total production
38
There was a major reform of the incentives system after Legislative
Decree No. 28 - 3 March 2011 came into effect, implementing EC
Directive 2009/28 to promote the use of energy from renewable
sources. For plants which went into production before 31
December 2012, this Legislative Decree requires:
• the linear reduction of obligatory quotas, in accordance with art.
11, paragraph 1, of Legislative Decree No. 79 - 16 March 1999;
• a pre-set Price for the collection of Green Certificates by the
grid operator which, in any case, must be changed, in the way
established by Ministerial Decree 6 July 2012, for the years
following 2015, into an incentive diversified in terms of power
brackets and renewable source to guarantee the profitability
of the investments made; as a consequence, art. 2, paragraph
149 bis of Law 244/2007 concerning the limitation of the cost of
purchasing green certificates for the grid operator, was repealed;
• the stabilization of multiplying factors for renewable sources in
article 2, paragraph 147, of Law No. 244 - 24 December 2007 and
article 1, paragraph 382-quater, of Law No. 296 - 27 December
2006.
The implementing provisions of above-mentioned Legislative
Decree 28/2011 however, indicate that plants that went into
production after 1 January 2013, with an output of over 5 MW, must
bid for incentives, while plants with a lower output and in cases
of revamping can register for position in the relevant incentive
Registries.
This new regime (and registration for the incentives in particular)
only applies to the revamping of the first line of the San Vittore
del Lazio plant, which was registered in said registry in January
2013; lines 2 and 3 of the same plant are in fact subject to CIP
6/92 regime in consideration of the emergency in the waste sector
declared by the Lazio Regional Authorities. In any case, lines 2 and
3 went into production before 31 December 2012 and Waste-toenergy plant qualification (WTE) has already been obtained for
the same to obtain green certificates for the energy produced in
excess of that transferred under CIP 6/92. Similar qualification was
obtained for the revamping project of the Terni plant, which also
went into service on 31 December 2012.
The Orte and Salisano hydroelectric plants, subject to a revamping
project, also went into service in the post-revamping configuration
before 31 December 2012 and, having obtained WTE plant
qualification are eligible for Green Certificate incentives, so do not
need to be registered for said purpose.
As for the revamping of the Castel Madama hydroelectric plant,
we will apply under the new incentives regime in accordance with
Ministerial Decree 6 July 2012, after registration in the relevant
registry.
In January 2014, the national grid operator revised the procedures
for incentive application and management, implementing
Legislative Decree 28/2011, with Ministerial Decree 06 July 2012.
Evolution of CIP 6/92 agreement regulations
Green Certificates
In consideration of AEEGSI proposals, in accordance with Ministerial
Decree 24 April 2013, in application of the final methodology
defined by the above decree 20 November 2012, the adjustment
values of the Avoided Cost of Fuel in CIP Measure 6/92 were
established for 2012.
In this case, the competent Ministry did not accept the AEEGSI
proposal for 2012, which ties the Avoided Cost of Fuel to the trend
of gas prices on the balancing market and eliminates the wholesale
marketing margin from the equation.
Article 5 of Legislative Decree No. 69 - 21 June 2013, converted
to Law No. 98 - 9 August 2013, determines the procedures for
calculating the Avoided Cost of Fuel from 2013.
According to these provisions, the value of the Avoided Cost of Fuel
to be entered in accounts before the annual adjustment value is
determined, as far as the agreed component of the cost of fuel is
concerned, for 2013 is established on the basis on the basket of
reference in accordance with art. 30, paragraph 15, of law No. 99 23 July 2009, in which the incidence of oil products is progressively
reduced every quarter. Total competition is determined on the basis
of the cost of natural gas on the wholesale market. Also for 2013,
the provision in question confirmed the procedures currently in
force for calculating the wholesale marketing margin component
and the transport component, as well as specific consumption
values in accordance with Ministerial Decree 20 November 2012.
From 1 January 2014, until organic legislation is established to
regulate the sector, the value in paragraph 1 will be revised every
quarter on the basis of the procurement cost of natural gas on
wholesale markets, notwithstanding the application of the specific
consumption values in above-mentioned Ministerial Decree 20
November 2012.
In departure to the above regime, for waste-to-energy plants that
have been operating for no longer than eight years from the date
on which Legislative Decree 69/2013 came into effect, authorised
in accordance with CIP Measure No. 6/92, up to completion of the
fourth year from the same date, the Avoided Cost of Fuel value
will be determined on the basis of the basket of reference in
accordance with article 30, paragraph 15 of Law No. 99 - 23 July
2009, which quantifies the incidence of oil products as 60 percent.
For the following years, the revision procedure in art. 5, paragraph
4 of above-mentioned Legislative Decree 69/2013 will be applied,
in other words the regime applied to other plants from 2014. For
plants in a waste cycle management emergency zone, the Avoided
Cost of Fuel value will be determined on the basis of the basket
of reference which quantifies the incidence of oil products as 60
percent until the end of the eighth year of service from the date
Legislative Decree 69/2013.
AEEGSI Resolution No. 17/2013/R/erf, implementing article 13,
paragraph 3 of Legislative Decree No. 387 - 29 December 2003
established the average annual value of the price for the transfer of
electrical energy recorded in 2012. This value is equal to 77,00 €/h.
In relation to the above, the national grid operator informed
operators that:
• the price of reference for the 2013 Green Certificates market,
in accordance with article 2, paragraph 184 of Law No. 244 - 24
December 2007, is 103,00 €/MWH before VAT, calculated as the
difference between the value 180,00 €/MWh and the average
annual value recorded in 2012, of the transfer cost for electrical
energy in accordance with article 13, paragraph 3 of Legislative
Decree No. 387/03;
• the price for the collection of Green Certificates issued for
production from renewable sources in 2012 is 80,34 €/MWh
before VAT;
• the price for the collection of Green Certificates issued for
production from cogeneration plants and district heating in 2012
is 84,34 €/MWh before VAT.
As for 2014, AEEGSI Resolution No. 20/2014/R/EFR, established
the average annual value of the price for the transfer of electrical
energy recorded in 2013 as 65,54 €/MWh.
Again in January the national grid operator issued an update on
the application procedure for the issue of green certificates for
the owners of WTE qualified plants in accordance with Ministerial
Decree 18 December 2008 for production from 2013 to 2015 (the
date on which the green certificate incentive scheme ends) also in
application of the provisions of above-mentioned Ministerial Decree
06 July 2012.
This also clarified that, with the implementation of article 20,
paragraph 2, of Ministerial Decree 6 July 2012, Green certificates
will no longer be issued on the basis of estimates guaranteeing
the expected production or on the basis of guarantees, except
for certain types of plants such as those using the biodegradable
fraction of waste, for which the operators cannot use monthly
issue.
39
THE EVOLUTION OF ENVIRONMENTAL LEGISLATION
EEC system for trading greenhouse gas emission quotas
Legislative Decree No. 30 - 13 March 2013 implements EC Directive
2009/29, which modifies the previous EC Directive 2003/87, to
establish and extend the EEC system for trading greenhouse gas
emission quotas (the so-called “ETS” Emission Trading System).
The provisions of art. 2, paragraphs 2 and following of the above
Legislative Decree 30/2013 are of particular relevance, which
exclude the “ETS” for incinerators which currently burn the
following types of fuel (over 50 percent in weight of the total waste
treated):
a) municipal waste;
b) hazardous waste;
c) special non-hazardous waste produced by waste treatment
plants fuelled every year by over 50 percent in weight of
municipal waste.
These conditions are evaluated by the National Committee for
directive 2003/87, which the operators of said plants should apply
for on the basis of the conditions in Committee Resolution No.
21/2013.
This procedure was implemented in a timely way in the San
Vittore del Lazio waste-to-energy plant; on the basis of a
communication sent by the subsidiary ARIA, the Committee by
Resolution No. 28/2013 verified the conditions for exclusion of
said plant from the scope of application of the above-mentioned
Legislative Decree No. 30/2013.
The Terni waste-to-energy plant, in consideration of the fuel used,
is not currently in a condition to be excluded from the scope of
“ETS” application.
The Single Environmental Authorisation
Italian Presidential Decree No. 59 - 13 March 2013 implementing
art. 23 of Legislative Decree No. 5 - 9 February 2012, introduced
Single Environmental Authorisation (Sea).
The main purpose of the regulation is to unify and simplify
environmental administrative requirements for companies and
plants not subject to Integrated Environmental Authorisation,
reducing the administrative requirements of current environmental
legislation, while guaranteeing the highest levels of environmental
protection.
The Single Environmental Authorisation replaces seven different
pre-existing authorisation procedures, such as waste water
discharge authorisation, atmospheric emissions authorisation,
estimated acoustic impact documentation, authorisation for the
use of sludge and notification of waste disposal and recovery.
The Regional Authorities can extend this list to include other
authorisations.
The authorisation procedure is managed electronically through
the One-Stop office for Municipal Productive Activities. This
Authorisation will be valid for 15 years.
40
If correctly implemented by the competent Authorities, the new
procedure, which as the Ministry of Environment explained in a
circular applies to all plants not subject to Integrated Environmental
Authorisation if managed by anything other than small and medium
enterprises, may represent an appreciable simplification in terms of
authorisation for treatment plants.
Italian Ministerial Decree 15 January 2014 “Amendment to part I of Annex IV,
part five of Legislative Decree No. 152 - 3 April 2006””
Decree of the Ministry for the Protection of the Environment, Land
and Sea 15 January 2014 amended part I of Annex IV, part V of
Legislative Decree No. 152 - 3 April 2006.
In particular, by effect of the new decree, «Sludge treatment lines
operating in waste water treatment plants with a capacity of under
10,000 population equivalent for biological type treatment, and
with less than 10 m³/h of water treated for chemical/physical type
treatment» are included in the plants and activities with scarcely
relevant emissions in terms of atmospheric pollution, in accordance
with art. 272, paragraph 1, of Legislative Decree No. 152/2006. This
provision also constitutes a simplification in terms of authorisation
for treatment plants.
The SISTRI waste traceability control system
SISTRI, set up in 2009 on the initiative of the Ministry for the
Protection of the Environment, Land and Sea with the aim of
creating a new framework of innovation and modernization of
Public Administrations through the computerization of the entire
waste sector throughout Italy, and municipal waste in the Campania
regional territory, over the years has been subject to various
amendments that postponed it coming into effect on several
occasions.
The system was finally implemented by Italian Law Decree No. 101 31 August 2013, converted to Law No. 125 - 30 October 2013.
The scope of application, which originally included all types of
waste, has been limited to the initial producers of hazardous waste
and bodies and companies collecting and transporting hazardous
waste professionally, or who treat, recover, dispose of, sell or act as
brokers for hazardous waste, including new producers.
For the initial producers of hazardous waste and Municipalities and
companies transporting municipal waste in the Campania regional
territory, the date for the start of operations is 3 March 2014; for all
the other above subjects, the date for the start of SISTRI operations
is 1 October 2013.
After SISTRI’s scope was limited to hazardous waste, Group
Companies had to adjust their operating procedures to this system,
with specific reference to activities that produce hazardous waste,
as the Group does not transport, recover or dispose of a significant
amount of said hazardous waste.
WATER SERVICE ACTIVITIES OF THE AUTHORITY FOR ELECTRICITY AND GAS (AEEGSI)
After a long period of consultation which lasted throughout 2012,
AEEGSI passed Resolution No. 585/2012/R/idr on 28 December 2012
with provisions concerning the Transitional Tariff Method (MTT).
With reference to the procedural provisions of the above resolution:
• by 30 April 2013, as amended by Resolution No. 108/2013/R/idr
on 15 March 2013, the Area Authorities shall update or prepare,
if not yet drawn up, the financial and economic plan for each
area plan on the basis of the new methodology. Changes made
during the update of the economic-financial plan which cause
an increase in the difference between plan costs, as identified
prior to the update, and costs calculated pursuant to Annex A of
resolution 585/2012, net of costs which cannot be reduced, are
deemed void,
• if not updated by 31 March 2013, the contractual clauses and
deeds governing relations between operators and the applicable
authorities that are incompatible with the resolution shall be void,
• the tariff shall be set forth by the Area Authorities and
transmitted to the AEEGSI and the operators by 30 April 2013. By
31 July 2013 the Authority will approve the tariffs in accordance
with article 154, paragraph 4, of Legislative Decree 152/206,
possibly also determining the tariffs on the basis of information
available, with a view to user protection, if the Area Authorities
do not send them by the established deadline,
• beginning on 1 January 2013, operators are required to apply
to users (i) until the Area Authorities determine the tariffs,
the tariff applied in 2012 with no change, or the 2013 tariff if
determined by the Area Authorities prior to the approval of
resolution 585/2012 provided the operators have not changed
the tariff breakdown, (ii) subsequent to determination by the
Area Authorities and until approval by the AEEGSI, the 2012
tariffs multiplied by a factor (theta2013) determined by the Area
Authority, (iii) following the Authority’s approval of the tariffs, the
2012 tariffs multiplied by theta2013 approved by the Authority,
• the difference between tariff revenues determined by the
application of the temporary tariffs pursuant to points (i) and (ii)
and those calculated on the basis of point (iii) shall be subject to
adjustment subsequent to the AEEGSI’s approval,
• by 30 June 2013, operators are required to provide the Authority
with the required data to determine the revenue restriction
update (volumes, pass-through costs, changes in the basis of
consolidation, etc.). The adjustment, adjusted for inflation, shall
be recognised in the tariff in year n+2.
Within the scope of said procedural provisions, the 2012 and 2013
tariffs and the relevant tariff multipliers of the Group Companies
procuring the integrated water service in Tuscany and Umbria were
finally approved. As for GORI, the Extraordinary Commissioner of the
Sarnese Vesuviano Area Authority approved the tariff proposals for
2012 and 2013 on 29 April 2013.
Please note that the main Group Companies submitted an appeal
to the Lombardy Regional Administrative Court against the Italian
Authority for Electricity and Gas (AEEGSI) for the cancellation of
Resolution No. 585/2012. With regard to said appeals, the Regional
Administrative Court (TAR) has not ordered any suspension and the
hearing to be held on 7 November 2013 was postponed to 20 February
2014, and a sentence is expected to be passed.
On 17 October 2013 the AEEGSI published Resolution No. 459/2013/R/
idr: the resolution revises the content of Resolutions Nos. 585/2012/R/
idr and 88/2013/R/idr and the relevant annexes of the Temporary
Tariff Method (MTT) for determining tariffs in 2012 and 2013, and the
guidelines for updating the Economic-financial plan, in accordance
with Resolution No. 73/2013/R/idr.
Resolution No. 459/2013 issued following public consultation during
which the requests of companies operating in the sector including
those of the Operators were heard, amongst other things reintroduces
the possibility of having recourse to financial amortisation from the
year 2014, instead of that based on the useful life which was the
only form of amortization permitted by Resolution No. 585/2012;
the reasons for this change lie in the need to safeguard economic –
financial management.
The provision envisages the right to adopt financial amortization
for 2012 and 2013 only for cases in which some specifically listed
conditions arise simultaneously, such as if financial amortization was
already included in the tariff on the basis of previous regulations (as is
the case for the Tuscan water board). The Area Authorities have thirty
days to change the decisions already taken, subject to presenting a
motivated request and having asked the Operator’s opinion.
On the 27 December 2013 AEEGSI finally passed Resolution
No. 643/2013/R/idr approving the Water Tariff Method (MTI) for 2014 and
2015, to end the first regulatory period 2012 - 2015.
This method introduces important changes with which the Authority
aims to guarantee conditions that will favour the modernization of
water infrastructures, guarantee and facilitate the implementation of
regulations, and solve credit access problems. In short, the Decision
introduces the following changes, amongst others:
• the possibility of using forms of accelerated depreciation;
• replaces the gradual mechanism of the temporary method with a
mechanism of regulatory schemes defined on the basis of whether
or not it is necessary to change objectives or the operator’s
perimeter of activity and the sum of investments required in the
period 2014/2017 in relation to the value of assets managed;
• acknowledgement of arrearage costs;
• establishing criteria for quantifying residual value.
The resolution also establishes the procedure for defining
tariffs, introducing a system for reducing the regulatory risk,
acknowledging that the operator can file a claim with the Authority
for the tariff update in the case of default by the Local Authorities.
Some Group companies appealed before the Lombardy Regional
Administrative Court for the cancellation of some of the provisions
in AEEGSI Resolution No. 643/2013/R/idr and, as an alternative,
applied to the European Court of Justice requesting it assess the
compatibility of the Italian regulations the challenged Resolution is
based on with EEC principles and rules.
41
TREND OF OPERATING SEGMENTS
ECONOMIC RESULTS BY AREA
The results by area are shown on the basis of the approach used by the management to monitor Group performance in the financial years
compared in observance of IFRS 8 accounting standards. Note that the results of the “Other” area include those deriving from
ACEA corporate activities as well as intersectorial adjustment
2013 (Millions euros)
Revenue
ENVIRONMENT
ENERGY
WATER
Energy
Generation
Sales
Energy
Management
Elisioni
intra
segment
Segment
Total
Italian
Water
Services
Overseas Engineering
Elisioni
intra
segment
Segment
Total
115
62
2,244
889
(808)
2,387
867
14
25
(20)
886
Costs
67
24
2,193
886
(808)
2,296
508
9
17
(20)
514
Gross operating profit
48
38
51
2
0
91
359
5
8
0
372
Depreciation and
accumulated impairment
charges
28
18
69
1
0
88
144
1
1
0
146
20
19
(18)
1
0
2
215
4
7
0
226
Investments
12
5
6
0
0
11
202
0
0
0
203
Energy
Generation
Sales
Energy
Management
Elisioni
intra
segment
Segment
Total
Italian
Water
Services
110
54
2,268
966
(878)
2,410
849
38
27
(24)
890
61
23
2,228
976
(878)
2,349
529
28
17
(24)
549
2012 (Millions euros)
Revenue
Costs
ENVIRONMENT
ENERGY
WATER
Overseas Engineering
Elisioni Segment
intra
Total
segment
49
31
40
(10)
0
61
320
10
10
0
341
Depreciation and
accumulated impairment
charges
30
10
50
2
0
62
154
2
1
0
157
19
21
(11)
(12)
0
(1)
166
8
9
0
183
Investments
37
19
7
1
0
27
223
0
1
0
224
42
NETWORKS
OTHER
CONSOLIDATED TOTAL
Distribution
Public Lighting
PV power
Intra segment
adjustments
Segment Total
Corporate
Consolidation
adjustments
468
68
9
(2)
543
111
(472)
3.571
223
62
3
(2)
286
114
(472)
2.805
245
6
6
0
257
(3)
0
766
95
1
0
0
97
24
(1)
382
150
5
6
0
161
(26)
1
384
103
0
1
0
104
12
0
342
Distribution
Public Lighting
PV power
Intra segment
adjustments
Segment Total
Corporate
Consolidation
adjustments
445
78
29
(2)
550
107
(476)
3,592
214
70
24
(2)
307
123
(476)
2,914
NETWORKS
OTHER
CONSOLIDATED TOTAL
231
8
4
0
243
(16)
0
678
113
0
2
0
116
33
(2)
396
118
8
2
0
127
(49)
2
282
102
0
0
0
102
122
0
513
43
ENVIRONMENT OPERATING SEGMENT
OPERATING FIGURES, EQUITY AND FINANCIAL RESULTS FOR THE PERIOD
OPERATING FIGURES
U.M.
2013
2012
INCREASE/(DECREASE)
INCREASE/DECREASE %
WTE conferment
kTon
292
200
92
46.0%
RDF production plant conferment
kTon
20
27
(7)
(25.9%)
Electrical Energy transferred
GWh
226
190
36
17.4%
Waste coming into Orvieto plants
kTon
120
143
(23)
(18.9%)
Waste Recovered/Disposed of
kTon
294
296
(2)
(0.7%)
Equity and financial results (millions of euros)
2013
2012
INCREASE/DECREASE %
Revenues
115.4
110.2
5.3
4.8%
Costs
67.0
60.8
6.2
10.2%
48.4
49.3
(0.9)
(1.9%)
20.2
19.0
1.1
5.9%
Average number of staff
212
198
14
6.9%
Investments
12.2
37.5
(25.3)
(67.6%)
184.6
188.9
(4.4)
(2.3%)
Net debt
This Segment closed 2013 with EBITDA at 48.4 million euros, a
decrease on the same period in 2012 of a total 0.9 million euros
due to the combined effect of the increase in the industrial margin
of all the plants managed by ARIA (+ 0.7 million euros) and the
Aquaser Group (+ 0.7 million euros), only partially offset by the
reduction of SAO’s industrial margin (- 2.0 million euros) in the
period due to the effects of the lower quantities conferred in the
period at a lower average price than that of the same period in
2012.
The average number of staff at 31 December 2013 was 212, 14
more than the same period of the previous year, mainly due to the
effect of the SAMACE consolidation following the takeover of the
company in the month of July with an increase of 11 employees.
ISA (+ 5 employees) and ARIA (+ 4 employees) contribute to the
increase, while the number of persons employed by SAO decreased
(- 7 employees).
Investments in the Segment amount to 12.2 million euros with
a reduction on last year due to the completion of the Terni plant
revamping that ended in December last year.
Borrowings in the Segment amounted to 184.6 million euros, down
4.4 million euros on the end of the 2012 when the total was 188.9
million euros. This variation is essentially attributable to SAO as a
result of higher receivables in 2013.
44
OPERATING REVIEW
ARIA
ARIA’s activities were concentrated on the direct management of
assets of the subsidiaries Terni En.A., E.A.L.L., Enercombustibili
and Ergo En.A., incorporated during the 2011 financial year.
Furthermore, activities were conducted to coordinate and provide
services for the subsidiary S.A.O. and Ecoenergie, placed in
liquidation in 2012. Finally the meeting held on 16 October 2013
passed a resolution to place Arkesia, a company in which the group
held a 33% equity investment, in liquidation.
The company was involved in electrical energy marketing with
Acea Energia Holding, which performs market operator activities
to which it transfers volumes of energy produced by the two new
lines of the San Vittore plant over and above that withdrawn by the
national grid operator under the CIP 6/92 regime.
TERNI WASTE-TO-ENERGY PLANT (UL1)
The tests required by law planned and approved by Terni Provincial
Authority and Umbria Regional Environmental Agency started in the
first months of 2013.
The tests results showed atmospheric emission laws are being
observed, as was proven by the cross verification tests performed
with the Control bodies.
After the first parallel of the plant with electricity from the national
grid on 21 December 2012, the Company informed the National
Grid Operator that the plant could go into production for the start of
the incentive period.
During 2013, plant activity was affected by a series of alternator
faults that resulted in a significant reduction in the number of
operating hours at full capacity.
In May 2013, the national grid operator (GSE) opened an enquiry
in accordance with art. 7 of Law No. 241 - 7 August 1990, for
performing controls through the auditing of documents in
accordance with art. 18 paragraph 1 of Ministerial Decree 18
December 2008.
In September 2013, in consideration of the explanations and
documented proof received from ARIA and the Terni Provincial
Authorities, as the Body with territorial competence for issuing and
verifying authorization for the Terni plant, the national grid operator
(GSE) reported the enquiry had ended confirming the validity of the
IAFR qualification and that requirements had been met for providing
the incentives in accordance with the provisions of paragraph 6 of
art. 21 of Ministerial Decree 18 December 2008. We are still waiting
for the national grid operator to complete the procedure and
approve the characterization plan for the waste to be processed
and recovered in the Terni plant. In fact, the national grid operator
(GSE) asked RSE (a GSE company) to do the technical analysis of
the characterization plan drawn up by the company to determine
the biodegradable fraction of the waste sent for incineration and
subject to incentives.
Furthermore, during the period, the other necessary pulper
contracts were finalised to meet the fuel requirements of the plant
this year.
PALIANO RDF PRODUCTION PLANT (UL2)
The Paliano RDF production plant possesses a single authorisation
for the production of RDF, expiring on 30 June 2018.
During the first 5 months of 2013, RDF production continued
regularly, mainly processing combustible dry waste as indicated
in EWC 19/12/12 from AMA plants and waste from the COREPLA
National Consortium. All the RDF produced was used in the San
Vittore del Lazio waste-to-energy plant.
On 19 June 2013 part of the plant was destroyed by a major fire.
After the fire was put out, the plant was put under sequestration
by the Authorities so the Fire Investigation Unit of the Italian Fire
Brigade could carry out an investigation. At the same time, the
Company started the paperwork with the Insurance Companies
who insure the company against a variety of risks such as in the
case in hand.
The expert appointed by the Frosinone Public Prosecutor’s
Office started the inspection on 6 September 2013, resulting in
access to the area for the first time since the fire. As part of the
investigations, another inspection was performed on 28 November
2013 to complete the technical verification of the equipment
affected by the fire. The area inside the shed where the RDF plant
is located no longer involved in the investigation were cordoned
off the same day. This plant has already been approved for
release from seizure subject to presentation of a sampling plan
for the various types of waste identified. A request for the partial
release from seizure of the area was therefore filed enclosing the
relevant sampling plan, specifying that said activity must be the
first step towards the progressive restoration of the state of the
place in order to implement an intervention plan for the complete
replacement and reconstruction of the RDF plant and put the plant
back into service.
Therefore, at the date of today, it is impossible to estimate the
extent of the damage to the plant and property, although the RDF
plant will certainly not go back into production in 2014.
The net carrying amount at 31 December 2013 amounts to 6.8
million euros of which 1.7 million for the land. The insurance
settlement will be calculated on the basis of the cost of
reconstructing the new plant which, on the basis of the contractual
clauses, will be reduced by 20% as the fire is considered to be a
case of arson perpetrated by third parties.
SAN VITTORE WASTE-TO-ENERGY PLANT, LAZIO (UL3)
The San Vittore waste-to-energy plant in Lazio produces electrical
energy from renewable sources, particularly RDF.
Note that regarding the preliminary enquiry for the renewal of the
Integrated Environmental Authorisation for the plant, ARIA has
already met all the requirements for further documentation and
received no other requests from the person at the Lazio Regional
Authority responsible for the proceeding. The preliminary enquiry
will therefore end with the decision-making Services Conference,
called by the competent Regional Administration after which AIA
(Integrated Environmental Authorisation) will be given for an eightyear period.
In 2013, lines 2 and 3 of the plant guaranteed regular service, both
in terms of the electricity produced and in terms of RDF used for
energy recovery.
SAO
The company owns the waste dump located in the municipality of
Orvieto and manages municipal and special waste.
With Resolution No. 2 of 16 January 2013, the General Meeting
of Umbria Region ATI No. 4 approved the Annual Plan for the
integrated urban waste management service, pursuant to Regional
Law No. 11/2009 and with Resolution No. 1 of 16 January 2013,
the same general meeting approved the new Orvieto plant access
tariffs.
Furthermore, to favour the gradual adjustment of Municipalities
to the new tariffs, on 28 February 2013 the ATI No. 4 Area General
Meeting approved a further quantity of special waste for 2013 only.
The forecasts introduced by the above Area Plan, have meant a
significant change in the flow of waste coming into the plants in
Orvieto with the need to reconfigure plant operations, also with
particular reference to the combined processing of the organic
fraction of the waste in the new biogas and biotunnel sections and
in the section of the plant used for the production of dry waste.
45
With reference to the waste treatment plant, in April 2013 the
enquiry on the Company’s application for revocation of exclusion
order GSE/P020130041691 from the registry listing was approved.
In accordance with Italian Ministerial Decree 6 July 2012 this is a
necessary requirement for access to the system of incentives for
the production of electricity from renewable sources other than PV.
As a consequence, the section of the plant fuelled by biogas with
an output of 0.998 MW is listed in the above register for access to
the system of incentives.
Aquaser Group
AQUASER
Aquaser was set up to manage ancillary services associated with
the integrated water cycle, recovering and disposing of sludge from
biological treatment and waste produced from water treatment,
treating effluent and liquid waste and providing the services
connected thereto.
It currently transports and recovers treatment sludge for most of
the water companies in the ACEA Group.
The sludge is recovered through delivery to composting plants,
mostly third party, and by spreading sludge on farmland according
to largely third party authorisation.
During the financial year, the company also consolidated its
position on the market by developing its activities for transporting
and disposing and/or recovering waste produced by customers,
confirming the results obtained in its sector of competence in
relation to previous years, and consolidated the perimeter of its
activities by entering the transport sector with the company ISA, to
complete its waste management offer.
With reference to the consolidation of the activities on the territory,
SAMACE, a company owning a composting plant for the treatment
of sludge and organic waste and a liquid waste treatment plant,
was bought up on 5 July 2013.
KYKLOS
Kyklos operates in the waste treatment sector. It produces and
markets mixed compost conditioners; in particular it operates in
the areas of Nettuno Ferriere in Aprilia on the basis of a Single
Authorisation for special non-hazardous waste treatment and
recycling plants obtained from the Province of Latina with a
maximum capacity of 66,000 tonnes/year.
On 8 June 2010, the authorisation procedure was started for the
adjustment of the current plant and the enlargement of its capacity
up to 120,000 tonnes/year through the construction of a biogas
plant with recovery of electricity and heat energy.
Note that the Provincial Authorities of Latina, on 28 March 2013,
issued a single authorisation for a substantial variation in the waste
treatment and recovery plant and for the production of energy.
The authorised intervention to bring the compostable waste
treatment capacity up to 120,000 t/year is to guarantee organic
waste recovery requirements are met, in particular considering the
current waste emergency at a regional level, avoiding dumping, and
consolidating the leading role of Kyklos in the territory of reference.
As a result of the appeal for cancellation filed by the Municipality of
46
Nettuno, subject to effective suspension, of the above authorisation
and the appeal filed by Kyklos for the cancellation of some parts
of the same authorisation, on 25 February 2014 the Company
presented a request for suspension of the term for the start of
work (within twelve months of issue) until the Latina Regional
Administrative Court passes sentence on the above.
SOLEMME
Solemme operates in the waste recycling sector, composting
organic waste, in particular sludge from civil waste water treatment
and producing mixed compost conditioners. The composting
plant is included in the Grosseto Provincial Authorities’ Waste
management plan.
Solemme’s market of reference is represented by residential sludge
produced in Tuscany, and in particular within the scope of ATO6
Ombrone, for the Province of Grosseto and Siena and from the
treatment of waste from separate collection.
The current capacity of the plant is insufficient to guarantee
recovering the amount currently produced and an increase in
production is expected considering the increase in residential
waste treatment.
The difficulties in developing an integrated WTE solution for this
sludge led to the start of the decision-making procedure to upgrade
the existing plant.
The composting plant has been the subject of discussion with the
municipality of Monterotondo Marittimo for some time, concerning
its development and industrial typology.
In fact, the Municipal Authority filed an appeal with the Regional
Administrative Court against the authorisation issued by the
Grosseto Provincial Authorities concerning the proposal for the
new biogas and composting plant presented by Solemme with a
capacity of 70,000 T/year.
This authorisation for plant development requires the approval of
the Monterotondo Marittimo Municipal Authority for the plan of
implementation presented by the company, which the Municipal
Administration refuses to give after passing a town council
resolution on 26 March 2013. The parties involved met in February
2014 to attempt to clarify all the technical aspects and find a
solution to obtain the authorisations which are still required.
ISA
Isa operates in the logistics and transportation sector and was
held to be of strategic importance to reach market consolidation
objectives. In fact, the Company was bought up to strengthen group
organisation and provide group services in a more independent
way, not only transportation but also services relating to other
activities associated with and complementary to the farmland
spreading of sludge, the maintenance of the drying beds and
automatic discharge services, which have led in fact to a significant
increase in business activities.
Note that the company currently has its own fleet for haulage
activities.
SAMACE
The Company was taken over by Aquaser on 5 July 2013.
Operates in the waste recovery sector, producing and selling
compost conditioners. The Company operates in Sabaudia with a
Single Authorisation for special non-hazardous waste treatment
and recycling plants obtained from the Province of Latina.
ENERGY OPERATING SEGMENT
OPERATING FIGURES
U.M.
2013
2012
INCREASE/(DECREASE)
INCREASE/DECREASE %
Energy Produced
GWh
500
Electrical Energy sold - Free
GWh
9,382
367
133
36.3%
9,998
(616)
Electrical Energy sold - Protected
GWh
3,234
3,418
(6.2%)
(184)
(5.4%)
Electrical Energy - No. Customer of Free Market (P.O.D.)
N/000
301
298
3
1.1%
Electrical Energy - No. Customer of Protected Market (P.O.D.)
N/000
1,072
1,089
(17)
(1.6%)
Gas Sold
MSM3
100
86
14
16.3%
Gas No. Customers on Free Market
N/000
99
98
1
1.0%
EQUITY AND FINANCIAL RESULTS (MILLIONS OF EUROS)
2013
2012
INCREASE/(DECREASE)
INCREASE/DECREASE %
Revenues
2,386.7
2,409.9
(23.2)
(1.0%)
Costs
2,296.0
2,348.9
(52.9)
(2.3%)
90.7
61.0
29.7
48.6%
2.3
(1.2)
3.5
298.1%
536
519
17
3.4%
Investments
Net debt
The Area closed 2013 with an EBITDA level of 90.7 million euros, a
29.7 million euro increase on last year.
This increase is common to all the industrial sectors of the
Segment, in particular:
• Acea Produzione generation increased by 6.3 million euros as a
consequence of the highest margin in 2012, due to an increase
in green certificate revenue accrued after repowering the
Salisano and Orte plant (+ 4.2 million euros), and more energy
produced (+ 5.2 million euros, + 133 Gwh). Note that the Orte
plant went back into production in the second quarter of 2012,
while the Salisano plant went back into production in the first
quarter of 2012,
11.4
27.1
(15.7)
(58.0%)
297.4
332.5
(35.2)
(10.6%)
• in the Energy Management sector there was a 12.0 million euros
increase in EBITDA, reaching 2.1 million euros at the end of the
period compared to - 10.0 million euros at 31 December 2013.
This change is essentially a result of: an improvement in the
energy margin due to the fair value measurement of portfolio
hedges,
• the sales sector closed 2013 with an EBITDA equal to 51.0
million euros compared to 39.6 million euros for 2012; this
increase derives from the higher energy margin (+ 10.9 million
euros), partially offset by an increase in Acea Energia cost
of materials and overheads, with particular reference to the
handling of complaints, printing bills and higher Intragroup costs.
47
Acea8cento helped contribute to the positive result in 2013,
with 2.6 million euros, reaching 1.2 million euros compared to
the - 1.4 million euros at 31 December 2012. The energy margin
as a whole at 31 December 2013 was equal to 108.1 million
euros while the margin for the gas market amounted to 8.9
million euros recording an increase over 2012 (when the margin
was 8.2 million euros) mainly due to higher sales.
In terms of staff, at 31 December 2013 the average number of
employees was 536, 17 more than last year.
Segment investments of 11.4 million euros dropped 15.7 million
euros essentially due to the completion of the Acea Produzione
hydroelectric plants repowering.
Net debt at the end of 2013 decreased by 35.2 million euros to
297.4 million euros, compared to the figure at the end of 2012. This
decrease can be attributed to the combined effect of (i) a decrease
in the sales sector (- 38.9 million euros) essentially due to a drop
in payments received recorded in the period, (ii) a decrease in
the production sector (- 22.2 million euros), which can mainly be
attributed to collecting green certificates matured in 2012, and
payments received from the transaction drawn up between ACEA
and GDF Suez Italia and (iii) an increase in the Energy Management
sector of 26.5 million euros.
OPERATING REVIEW
Energy Management
Up to 31 December 2013 Acea Energia Holding (AEH) is the legal
entity for the Energy segment, responsible for performing
“Energy Management”, this being necessary to Group operations,
particularly with regard to the sales company (Acea Energia)
and the production company (Acea Produzione). From 2014 as
a consequence of the merger of AEH in Acea Energia, Energy
Management was combined with sales.
AEH customers are therefore mainly its subsidiaries and some
companies operating in the Water Segment to which electrical
energy is transferred in accordance with art. 218 of Legislative
Decree No. 163 - 12 April 2006.
In 2013 AEH also liaised with the Energy Market Operator (GME) and
with TERNA. In relation to institutional entity Terna, the Company is
the input Dispatch User for Acea Produzione and other companies
in the ACEA Group.
In addition, the Company operated particularly on behalf of
companies in the Energy Segment, performing the following core
business activities:
• the optimization and assignment of electrical energy produced
by the Tor di Valle and Montemartini thermoelectric plants and
by the S. Angelo hydroelectric plant,
• the negotiation of fuel procurement contracts for the power
generating plants,
48
• the procurement of natural gas and electrical energy for the
sales company to sell to end customers,
• the sale of environmental certificates (green certificates, issue
rights and renewable source production certificates) for Acea
Energia and Acea Produzione,
• the optimisation of the supply portfolio for the procurement
of electrical energy and management of the Energy segment
companies’ risk profile.
In 2013, the company purchased a total of 11,466 GWh, of which
9,604 GWh from the market through bilateral agreements and 1,862
GWh from the Power Exchange. As indicated previously, sales were
mainly to Group companies: 9,712 GWh to Acea Energia, and a total
of 444 GWh to ACEA Ato2 and ACEA Ato5.
ELECTRICITY PRODUCTION
The Acea Produzione production system comprises a series of power
generating plants with a total installed capacity of 344.8 MW,
including five hydroelectric plants (three in Lazio, one in Umbria and
one in Abruzzi), two so-called “mini hydro” plants in Cecchina and
Madonna del Rosario, two thermoelectric plants - Montemartini and
Tor di Valle (the latter fitted with a combined cycle module for steam
turbine extraction and an open-cycle turbogas module providing
cogeneration for the district heating in the Torrino Sud, Mostacciano
and Torrino-Mezzocammino districts of Rome).
Through its directly owned plants, in 2013 the company achieved
a production volume of 500.3 GWh of which (i) 486.6 GWh from
hydroelectric plants, (ii) 2.2 GWh from mini hydro plants and (iii) 11.5
GWh from thermoelectric production.
In the district heating segment, through the Tor di Valle plant’s
cogeneration unit, Acea Produzione supplied 2,643 end users located
in the Torrino Sud, and Mostacciano districts (located in the southern
part of Rome) with 76.6 GWh.
The hydroelectric segment recorded production of 488.8 GWh,
benefiting from the contribution of the run-of-river Salisano drinking
water plant which re-started operations at the end of 2011, slightly
higher than the ten-year historic average (+ 3.3%). Production at
the Castel Madama, Mandela and Orte run-of-river plants was
significantly higher (+ 63.3%) than the ten-year average due to an
increase in the level of water input for plants on the Tiber basin
(Aniene and Nera rivers).
An increase in production was recorded compared to the ten-year
average by the S. Angelo plant (+19.6%) with 177.0 GWh. The average
yearly water inputs of the Aventino river at the Casoli dam (5.4 m3/s)
and Sangro river at the Bomba dam (14.4 m3/s), were respectively
13.0% and 35.0% higher than the average in the three previous years
2010/-2012. The weather trend in fact was particularly rainy in winter,
spring and autumn, and this meant a significant water input from the
rivers with an average power output in the year of 20.2 MW.
The procedures for the auditing of documents implemented by the
national grid operator for issuing Green certificates to the Salisano
and Orte hydroelectric plants were successfully concluded in
2013 with the consequent recording of the items accrued by the
Company.
The company’s thermoelectric production stood at 11.5 GWh at 31
December 2013.
2013 saw a continuation of the negative trend in production for
the combined cycle of the Tor di Valle plant, no longer suitable
for sustaining the market impact due to the efficiency gap with
respect to the latest generation modern combined cycles which
is accentuated by dropping market prices. In addition, particularly
low market prices have also affected cogeneration, which recorded
a further drop in production compared to the past. Due to the
restriction placed on the TG3 units of the cogeneration section
on maximum NOx emissions, it was therefore necessary to use
auxiliary boilers to produce heat for district heating.
With the help of Laboratories – ACEA Group engineering companies
– planning and engineering work started for the modernization
of the Tor di Valle power station and cogeneration plant. The
authorisation procedure continues.
2013 was the sixth year of operation of the Montemartini plant
as a generating unit essential to the security of the National
Electricity System, pursuant to AEEGSI Resolution No. 111/06, as
part of the National Electricity System Security Plan – Emergency
Plan for the City of Rome. The plant’s TG1, TG2 and TG3 units were
subject to dispatching orders from Terna, except for short periods
of maintenance and “black start-up” testing. Plant production was
therefore limited exclusively to dispatching orders from Terna,
as well as the testing activities. The economic result is, however,
guaranteed by the reintegration of costs recognised by the AEEGSI.
AEEGSI Resolution No. 635/2013/R/eel approved the Company’s
request for admission to the power generation cost reintegration
regime for the period from 1 January 2014 to 31 December 2023 for
the Montemartini plant.
In the same Resolution, the Authority approved the changes to
the criteria for determining the fee by applying the method that
came into effect with Resolution No. ARG/elt 161/10 instead of
the previous method based on so-called Stranded Costs. This
new method lets the Company remunerate new investments for
extraordinary maintenance and/or environmentalization of the
plant.
ELECTRICITY AND GAS SALES
As for the sales market, the refocusing of Acea Energia’s sales
strategy continued in the period with a more capillary and attentive
selection of customers with a plan in two parts. The first tends to
favour contracting small customers (residential and microbusiness)
while the second consists of maintaining the current joint ventures
when deep-rooted in the territory if they can guarantee adequate
profitability.
In line with the above, concerning the joint venture between
ASM Voghera and Acea Energia, it was decided to put Voghera
Energia Vendita (VEV) into liquidation and start procedures for
the dissolution of the partnership; for this purpose, in 2013 an
agreement was drawn up between the partners to mutually define
existing relations. This dissolution has not yet been concluded as
VEV was served a notice of findings report by the Pavia Customs
Authority after which advice of payment was notified in February
2014 for the application of penalties equal to approximately 10
million euros. The company has prepared all the acts required to
prove its business practice is correct in all cases for cancellation of
the request.
Other joint ventures on the territory are as follows:
• Umbria Energy (50%): which operates in Umbria, was set up on 24
September 2004 as a joint venture between ASM Terni S.p.A. and
Acea Energia.
• Elgasud (49%): which operates in Puglia and Basilicata, was set
up on 10 November 2006 under an agreement between Amgas
Bari, Amet and Acea Energia.
On 26 June 2013, following the result of the technical-financial
analysis and audits, the Arkesia business unit selling electrical
energy and gas to end users was bought up.
With reference to the tariffs applied to the protected categories
service:
• In terms of distribution tariffs, compulsory distribution tariffs updated quarterly in accordance with Annex A of the Authority’s
Transport Code - have been applied to end users on the
protected categories market and are valid for all of 2013.
• With regard to connection fees and flat rate charges the
parameters used were those defined by the Authority in
Resolution 348/2007, Annex B (the Connection Code) and are
valid for all of 2013.
The energy and the corresponding economic items Acea Energia
purchases to meet the requirements of the protected categories
service are determined on the basis of the ACEA Distribuzione
energy report.
During the period, the sale of electricity on the protected categories
market was equal to 3,234 GWh. There were 1,071,557 Customers;
sale of electricity on the Free Market came to 8,601 GWh for Acea
Energia and 781 GWh for the retail Joint Venture, for a total amount
of 9,382 GWh, a decrease of around 6% on 2012.
Acea Energia sold 100 million standard cubic metres (sm3) of gas to
final customers and wholesalers. There are 98,676 customers.
49
Concerning the penalty proceedings that were implemented
on 8 November 2012 against Acea Energia with Resolution
No. 462/2012/S/eel, as a result of the dispute in 2013 with the
Company, AEEGSI Resolution No. 540/2013/S/eel on 28 November
2013 declared the commitment proposal presented on 25 October
2013 to be admissible and approved the same for publication. On
19 February 2014, AEEGSI published the comments presented
by the Federconsumatori consumers’ association (which were
received 79 days after publication of the commitments, well over
the 30-day limit), which in substance do not severely affect the
company’s proposal. After any counter deductions expressed by
the company, the Board must decide whether the proposal is finally
admissible.
Furthermore, in 2013 the Authority concluded two inquiries into
the Company with Resolution No. VIS 45/10 e 167/10, applying two
administrative sanctions respectively in Resolution No. 99/2013/S/eel
on 7 March 2013 and Resolution No. 441/2013/S/eel on 10 October
2013.
As part of a more extensive reorganisation of the ACEA Group, on
13 January 2014 a merger was drawn up incorporating Acea Energia
Holding in Acea Energia.
The merger comes into effect for accounting and tax purposes at
the start of the 2014 financial year..
WATER OPERATING SEGMENT
OPERATING FIGURES*
Water Volumes
U.M.
2013
2012
INCREASE/(DECREASE)
INCREASE/DECREASE %
Mm3
566
566
0
0.0%
Electrical Energy Consumed
GWh
541
563
(22)
(3.9%)
Sludge Disposed of
kTon
183
183
0
0.0%
EQUITY AND FINANCIAL RESULTS (millions of euros)
2013
2012
INCREASE/(DECREASE)
INCREASE/DECREASE %
Revenues
886.0
890.0
(3.9)
(0.4%)
Costs
513.6
549.3
(35.8)
(6.5%)
372.5
340.6
31.9
9.4%
226.3
183.4
42.9
23.4%
3,543
4,349
(806)
(18.5%)
Investments
202.5
224.4
(21.8)
(9.7%)
Net debt
831.8
738.7
(93.1)
(12.6%)
The Segment’s EBITDA at 31 December 2013 totalled 372.5 million
euros, up 31.9 million euros on 2012.
The change was mainly influenced by the recognition of the FNI
(New Investments Fund) component for 2012 and 2013 as resolved
by the Area Authorities for the 2012 and 2013 tariff formulation
procedure as required in article 6 of AEEGSI Resolution No.
585/2012. The total amount of this component was 45.5 million
euros, of which 10.6 million euros referred to 2012. The Companies
for which said component was established are ACEA Ato2,
Acquedotto del Fiora, Acque, Publiacqua and Umbra Acque.
The EBITDA of the Companies operating abroad (- 5.4 million euros)
decreases due to the transfer – on 31 December 2012 - of the
Aguazul Bogotà management contract (- 2.0 million euros).
* ACEA Group values
50
With reference to the operating costs, there was an overall
decrease of 39.8 million euros, affected by the reduction: i) of costs
for the management of activities related to the Aguazul Bogotà
contract (- 9.8 million euros), ii) ACEA Ato2 costs (- 19.8 million
euros) mainly as a consequence of a reduction in sludge disposal
costs partially offset by an increase in electricity consumption
costs, iii) by the 8.3 million euro penalty inflicted last year by
AGCM on ACEA and Suez Environment as held responsible for
anti-competitive agreements, having both participated in the
Florence Municipal Authority tender for the joint acquisition of
a 40% stake in Publiacqua. The above-mentioned phenomena is
offset by the increase: i) in GORI costs (+ 4.5 million euros), mainly
as a consequence of higher purchase costs of water for resale
after tariff recalculation, in consideration of the agreement with the
Campania Regional Authorities ii) ACEA Ato2 costs (+ 0.9 million
euros) for the purchase of water and electrical energy.
Staff costs, net of capitalised costs dropped 5.2 million euros
to 138.5 million euros compared to 2012, mainly due to the
termination of the Aguazul Bogotà management contract.
For the same reason, the average number of staff at 31 December
2013 dropped by 806 to 3,543.
Borrowings in the Segment at the end of 2013 amounted to 831.8
million euros, up 93.1 million euros on the end of 2012 when the
total was 738.7 million euros.
This increase was mainly generated by ACEA Ato2 (+ 101.0
million euros) and is affected by the working capital trend and
shareholders’ equity.
Segment investments stand at 202.5 million euros, affected by the
reduction in investments of the major Lazio – Campania (- 17.8
million euros) and Tuscany – Umbria (- 3.5 million euros) Companies.
OPERATING REVIEW
LAZIO - CAMPANIA AREA
ACEA ATO2
The Integrated Water Service in ATO 2 Central Lazio - Rome started on 1 January 2003. The ATO gradually took over services from the
Municipalities and 73 of the total 112 services in the ATO are currently still run by the Municipalities. At 31 December 2013 the overall
situation in the territory managed is as follows:
ACQUISITIONS
NO. OF MUNICIPALITIES
Municipalities fully acquired in I.I.S.
73
Municipalities partially acquired, for which ACEA Ato2 provides one or more services:
21
Municipalities in which only the acquired consortium service is provided
5
Municipalities partially acquired but with Protected Subject
9
Municipalities partially acquired
7
Municipalities in which ACEA Ato2 provides no services
13
Municipalities that declared they do not wish to be part of the I.I.S.*
5
* Municipalities with less than 1,000 inhabitants who had the right to express their will in accordance with paragraph 5 of Legislative Decree 152/06.
The larger Municipalities which haven’t been acquired yet include
Civitavecchia to which the Lazio Regional Authority in Decree of the
Regional Government No. 318 - 10/10/2013, attributed powers of
substitution to transfer the integrated water service to the ATO 2
sole operator, appointing a Commissioner to do so.
The company provides the full range of drinking water distribution
services (collection, abstraction, retail and wholesale distribution).
Water is abstracted from sources on the basis of long-term
concessions.
Water sources supply approximately 3,000,000 residents in Rome and
Fiumicino, as well as more than 60 Municipalities in the Lazio region,
via four aqueducts and a hierarchical system of pressurised pipes.
Three further sources of supply provide non-drinking water used in
the sprinkler system of Rome.
The sewerage service comprises a sewer network of about 6,062
km (including approximately 4,072 km of network serving the
municipality of Rome) and more than 300 km of trunk lines, without
counting the connections to the sewage system.
The company manages the waste water treatment system and
pumping stations that serve the network and sewage trunk lines.
In 2013 the main waste water treatment plants handled around 550
million cubic metres, an increase of around 7.8 % compared to the
previous year. Sludge, sand and grating production for all managed
plants in 2013 was equal to 147 thousand tonnes, almost the same
as in 2012.
At the end of 2013, the Company managed a total of 524 sewage
pumping stations, including 177 in the municipality of Rome, and
a total of 171 waste water treatment plants, including 34 in the
municipality of Rome.
Note that from 2007 to 2013, twenty plants and fourteen discharges
of untreated water have been seized. In nine cases the sludge had
to be transported by drain cleaning trucks to other plants at a high
management and economic cost.
The preliminary investigation into the Roma Nord treatment plant
ended in November 2013 with indictment of some ACEA Ato2 and
Aquaser directors and employees for allegedly dumping sludge
in the River Tiber and fraud related to Management Agreement
51
obligations. At this time it is impossible to say what the outcome
Ato2 sent a request to the Local Authority for tariffs to be updated
will be, or estimate the economic consequences which may derive
in accordance with art. 9.2 of Resolution No. 643/2013/R/idr,
in the unlikely event of a conviction of ACEA Ato2 and Aquaser
sending a note to AEEGSI.
under Legislative Decree 231/2001.
In fact, as a result of the regulatory changes at the end of 2013, there
At the end of the financial year, seven untreated plants and
have been changes in the approval procedure to streamline the same.
five discharges were still under seizure, despite the fact that
In particular, if the Local Authority fails to approve its tariff proposal
interventions for upgrading the same have been completed or
by 27 December 2013 (date of publication of the above resolution),
underway. There were no new seizures in 2013, and some plants
within the 30 following days the Operator can autonomously send a
have been released from seizure.
request to the same Local Authority with a note sent to AEEGSI.
In the first two months of 2014 however, the following plants were
On receipt of said proposal, AEEGSI must give the Local Authority
seized:
notice to fulfil their obligations within 30 days following receipt of
1. on 13 December 2013 the Frosinone Public Prosecutor’s Office
said notice, after which the Operator’s request is understood to be
issued a seizure order for the CO.R.EC.ALT treatment plant in the
approved on the principle of consent by silence.
Municipality of Trevi nel Lazio, authorising the Company to run
Following consent by silence, the Operator therefore has the
the same. This seizure is probative, to let the Public Prosecutor’s
right to directly ask AEEGSI, which must respond within 30 days
Technical Expert verify the functional character of the treatment
following receipt of the request, to evaluate and finally approve the
plant and decide whether the normative standards of Legislative
proposal for a tariff update proposal presented by the same and
Decree 152/2006 are observed,
implicitly approved.
2. on 5 February 2014, the District Court of Rome issued a
precautionary seizure order for the “Roma Est” treatment plant
Revenues in 2013, determined on the basis of the decisions taken
for alleged violation of articles 81, see relative paragraph, 110 of
by the Mayors’ Conference on 4 March 2014, amount to a total of
the Italian Penal Code, art. 256 paragraphs 1 and 2 of Legislative
466.6 million euros, including adjustments of so-called pass-through
Decree 152/2006. The Order nominates a court-appointed
items, of which 11.0 million euros of the New Investments Fund
superintendent to supervise and guarantee the sewage
component.
treatment system functions properly.
As required by Resolution No. 643/2013, by 31 March 2014 the Area
As for the tariff, established by article 6 of AEEGSI Resolution No.
Authorities must approve the tariff proposal for 2014 including the
585/2012, while awaiting the decisions on 2012 and 2013 tariffs, in
2012 adjustments of so-called pass-through items and, if required,
2013 the Company applied the tariff set by the Mayors’ Conference
also the costs for I.I.S. activities borne for exceptional events, and
and the Chairmen of Ato2 Central Lazio - Rome on 17 April 2012
send the same to the AEEGSI. With reference to this last type of
(cent. €/m3 122,35).
costs, ACEA Ato2 has requested STO and AEEGSI acknowledge
The Mayors’ Conference and the Chairmen of Ato2 Central Lazio
the higher costs borne in 2012 to deal with the water and
- Rome met to discuss and resolve various issues regarding the
environmental emergencies (approximately 12 million euros): as
Average Area Tariff including additional tariff adjustments generated
required by the regulation in force, these costs must be specifically
by the difference between guaranteed and actual revenues for
acknowledged after a specific enquiry by the Regulatory Authority.
2006 – 2011 equal to approximately 94 million euros. The Mayors’
Conference established that these adjustments, including interest
ACEA Ato5
(totalling 118.4 million euros), will be arranged over six years at a
ACEA Ato5 provides integrated water services on the basis of a
constant rate (19.73 million euros) from 2012.
thirty-year agreement signed on 27 June 2003 by the company and
Frosinone Provincial Authority (representing the Authority for the
With reference to the process of approval for the 2012 and 2013
ATO comprising 86 municipalities). In return for being awarded the
tariff proposals, note that the Mayors’ Conference met for the first
concession, ACEA Ato5 pays a fee to all the municipalities based on
time on 29 April 2013 without resolving any of the items on the
the date the related services are effectively acquired.
agenda due to lack of a quorum. A valid meeting was then held
on 27 January 2014 and a specific resolution was passed on the
The management of the integrated water service in the territory
return on invested capital for the period 21 July – 31 December
of ATO 5 Lazio-Frosinone involves a total of 85 municipalities
2011 approving the enquiry in AEEGSI Resolution No. 273/2013/R/
(management still must be surveyed for the municipalities of Atina,
idr of 25 June 2013. The amount to return, adjusted for inflation, as
Paliano and Cassino Centro Urbano as regards water services only)
calculated by the AEEGSI up to 2014 in the hypothesis that the sum
for a total population of around 480,000 inhabitants, about 460,000
is returned in this financial year, amounts to 3.228.356,59 euros.
inhabitants supplied and a number of end users equal to around
188,487. No new acquisitions were formalised in 2013.
The Mayors’ Conference met again on 4 March 2014 after receiving
notice given by AEEGSI dated 6 February 2014 and approved the
The drinking water system comprises supply and distribution plants
tariffs for the regulatory period 2012 – 2013 and the tariff and
and networks that use 7 main sources from which an equal
financial plan for the same years.
number of aqueduct systems originate. The coverage of this service
The notice was sent by the AEEGSI as, on 24 January 2014, ACEA
amounts to about 97%.
52
Despite the abundance of available water guaranteed by the
sources, problems in the distribution network infrastructure
required constant intervention by unit personnel to guarantee
water distribution to all of the 85 municipalities managed, shutting
down the supply to Municipalities when absolutely necessary and
also installing some motor-driven valves and hydraulic valves to
automate the manoeuvres.
The sewerage-purification system comprises a network of sewers
and trunk lines connected to waste water treatment terminals. The
company manages 197 sewage pumping plants and 112 biological
waste water treatment plants, as well as 16 Imhoff tanks and 3
percolating filters.
Following the recognition and related assessment of users
connected to the sewerage system (as a result of Constitutional
Court Sentence No. 335/2008), it emerged that the coverage of this
service is equal to approximately 68% of aqueduct users.
With reference to the tariff, in 2013 ACEA applied the same tariff as
in 2012, in other words the tariff established by the Decree of the
Commissioner for deeds no. F66 - 8 March 2013, which set the real
average tariff for the reporting period at 1.359 €/m3 and the related
tariff breakdown for invoicing users.
This is in line with the provision of Resolution No. 585/2012/R/idr
with which the AEEGSI established the Transitional Tariff Method
(MTT) valid for 2012 and 2013, at the end of 2012.
On the basis of this resolution, the Area Authority should approve
the tariff proposals for 2012 and 2013 by April 2013, and send the
same to AEEGSI for final approval.
In consideration of the continuing inertia of A.ATO 5 and on
the basis of the above-mentioned article 9.2 of Resolution No.
643/2013/R/idr issued by the AEEGSI on 27 December 2013, on 23
January 2014 ACEA Ato5 sent a Request for an integrated water
service tariff update for 2012 and 2013 to the Area Authority.
Furthermore, ACEA Ato5 sent a separate note to AEEGSI to inform
the same that they had sent a request and asking for notice to be
given to the Area Authority. On 6 February 2014 AEEGSI gave notice
to the Area Authority to determine the tariffs for 2012 and 2013
of its competence by 8 March 2014 with a warning that, after said
term had expired, the Operator’s request would be approved by
the Area Authority on the principle of consent by silence and would
be sent by the Operator to the Authority for evaluation and final
approval within the following thirty days.
The Operator’s proposal sent in accordance with art. 9.2 of
resolution 643/2013 specifies a tariff multiplier ϑ for 2012 and 2013
respectively of 1.350 and 1.397 subject therefore, to the relevant
AEEGSI enquiry as they are over the maximum allowed limit (1.065
for 2012 and 1.134 for 2013).
Note that the Mayors’ Conference of 5 March 2014:
(i) approved the calculation proposed, in the technical report, to
specify a provisional applicable tariff of 1.447 €/m3 for the 2012
tariff multiplier (Θ=1.065); and a provisional tariff of 1.541 €/m3 for
the 2013 tariff multiplier (Θ=1.134), provided that for the values
of ϑ, proposed by the operator to calculate tariff variations in
absolute terms above the limit set by the Standardised Tariff
Method, an enquiry will be opened by the Authority
(ii) to send this act to the AEEGSI, with the documentation on
the agenda for the consequent enquiry in observance of the
conditions of art. 7 paragraph 7.1 of Resolution 585/2012/R/idr
Implementing the decisions of the Mayors’ Conference convened
on 5 March 2014, AATO STO sent the AEEGSI the relevant resolution
on 3 April 2014 (following publication on 2 April 2014 on the AATO
web site), with the tariff proposal presented to the operator,
without any comment being made on the same.
As for prior adjustments and, therefore, the complex subject of tariff
legitimacy, in Decision of 30 May 2013 the Commissioner appointed
by the Latina Regional Administrative Court to replace the resigning
Eng. Passino, submitted a final report on the determination of
adjustments and service levels with reference to the 2006-2011
period and the review of the 2011-2013 3-year plan.
The Commissioner set ACEA Ato5’s tariff adjustment at 75.2 million
euros net of the penalties applied; the provision also established
that within 90 days of notice of determination, the Area Authority,
after consulting the company, will define the instruments,
mechanisms and amounts for recognition of the items adjusted
and deliver its reasoned opinions to the AEEGSI so the same can
determine its tariffs.
By appeal notified on 31 July 2013 with the Lazio Regional
Administrative Court – Latina District - A.ATO 5 challenged the 30
May 2013 final report of the appointed Commissioner, requesting
the cancellation of the same subject to effective suspension.
On 9 September 2013 the Company filed a memorandum of
appearance and cross-appeal, and the following day A.ATO 5 filed a
formal renouncement to the claim for an injunction order requested
in appeal. On the date of today, we are waiting for the hearing to be
called.
On 6 December 2013, ACEA Ato5 gave notice to A.ATO5 to put the
Commissioner’s 30 May 2013 Decision into full effect within 30
days. No reply has been received from A.ATO5 to this date.
The company has so far not taken legal action against AATO to
force the same to put the commissioner’s resolution of 30 May
2013 into effect, as the following AEEGSI Resolution 643/2013,
published on 27 December 2013, specified the forms and ways for
recovering said prior-year items, which the company intends to do
starting this coming July.
Concerning the reimbursement of the portion of return on invested
capital for the period 21 July 2011 – 31 December 2011, the OperationalTechnical Secretariat of ATO 5 Southern Lazio-Frosinone sent
AEEGSI a note that indicates that no such reimbursement is due
as “the deduction of sums (accounted for - editor’s note) from the
portion of return on invested capital, reproportioned for the period
of reference results in a negative reimbursement ….”.
AEEGSI, in Resolution 163/2014 published on 3 April 2014, following
a positive control by the same on the information produced by
AATO, confirmed that ACEA Ato5 owes nothing to its users in the
form of return on invested capital component for the period 21 July
2011 – 31 December 2011.
53
Revenue for 2013, including the adjustments of so-called passthrough items (i.e. electrical energy), amounts to a total 57.2
million euros calculated, as for 2012, using a tariff multiplier higher
than the maximum admissible multiplier. In particular, the ϑ used
for 2013 is equal to 1.397, as in the Operator’s proposal enclosed
with the tariff adjustment subject to the Mayors’ Conference of
4 March 2014 and currently being examined by the AEEGSI. Note
that the difference in terms of revenue between the application of
ϑ 2013 obtained using the Transitional Tariff Method (1.397) in the
Operator’s request is the maximum admissible in the first phase
(1.134) amounts to 10.8 million euros for 2012 and 12 million euros
for 2013. It is uncertain whether these higher amounts, subject
in accordance with article 7.1 of Resolution 585/2012 to specific
enquiry by the AEEGSI, can be recovered and a negative outcome
of said enquiry could have significant effects on the equity and
financial position of ACEA Ato5.
GORI
The Company manages the Integrated Water Service throughout
the entire territory of ATO No. 3 Sarnese Vesuviano in the Campania
Region with a surface area of 897 Km2 and a population of
approximately 1.44 million inhabitants.
The following table shows the main technical data, by service,
which are substantially the same in 2012:
TECHNICAL DATA FOR 2013
Municipalities Managed
(No.)
76
Resident population ( ISTAT survey 1/1/2013)
(No.)
1 441 170
Water distribution network
(Km)
4 062
Supply network
(Km)
268
Total Networks
(Km)
4 331
Sources
(No.)
9
Wells
(No.)
77
Tanks
(No.)
174
Pumping
(No.)
93
SEWERAGE SERVICE
Sewerage System
(Km)
2 144
Pumping
(No.)
136
(No.)
17
TREATMENT SERVICE
Plants
The Company provides integrated water services on the basis
of a thirty-year agreement signed on 30 September 2002 by the
company and the Sarnese Vesuviano Area Authority.
Of the most significant events in 2013 the Campania Regional
Government approved Resolutions No. 171 and 172 on 3 June
2013. Resolution No. 171/2013 finally regulates relations between
the Campania Regional Authority, the Extraordinary Commissioner
of the Sarnese Vesuviano Area Authority (and future assignees)1
and GORI; to implement said resolution, on 24 June 2013 a specific
agreement was drawn up to normalize and regulate reciprocal
relations, through which:
• the Area Authority and GORI acknowledged the regional tariffs
for wholesale water services and the collection and treatment of
waste water in regional plants,
• the Regional Authority, their regional operator Acqua Campania,
the Area Authority and GORI have defined and settled the
dispute they were involved in,
• GORI’s overall debt with the Regional Government for 2002÷2012
was defined for wholesale water services and the collection and
treatment of waste water, for a total of 283 million euros (Group
share approximately 105 million euros),
• by effect of Regional Law No. 1 of 27 January 2012 (regional
financial law 2012), the debt will be re-determined in an
overall sum equal to 212 million euros (Group share 78 million
euros), with a consequent 20-year repayment plan (without
payments in the first ten years and with payments beginning
from the eleventh year at the legal interest rate valid when the
Agreement was signed (2.5%),
• concomitantly with the GORI debt payable to the Regional
Government, the tariff adjustments matured by GORI up to 31
December 2011 were rectified in the same way in which the
debt reduction was calculated, with a plan for the recovery of
these adjustments (equal to approximately 109 million euros
plus legal interest),
• there is the possibility of reorganizing the economic-financial
commitments on the basis of future AEEGSI calculations.
Regional Resolution No. 172/2013 transferred the so-called
“Regional Works” to the Area Authority and therefore to GORI.
Note that the Regional Authorities are still managing some major
works and infrastructures (in particular hydroelectric power
stations and district treatment systems) in ATO No.3 “SarneseVesuviano” territory which therefore must be transferred to
GORI. More specifically, Resolution No. 172 requires that Regional
Works to be transferred by drawing up relative the state and
condition assessments, in any case within 150 days from the
date of publication of the same resolution, therefore regardless
of the whether or not the state and condition assessment has
been drawn up or the transfer signed. GORI considers this way of
transferring works to be prejudicial, as it does not allow for some
fundamental and functional aspects for correct I.I.S. management
such as the exact acknowledgement of the state of the Work
also from a technical-management point of view (verification
and examination of all relevant costs), which makes it impossible
to enter the economic and financial data required to guarantee
full coverage of operating costs for Regional Works, in the Area
Plan’s Economic-Financial Plan. For these reasons, the company
challenged Resolution No. 172/2013 before the Campania Regional
Administrative Court in Naples which, suspended the effects until
the case is heard.
1. As known, art. 2, paragraph 186-bis, of Law No. 191/2009 eliminated Area Authorities starting 31/12/2012. As a consequence, the President of the Campania Regional Government by Decree
No. 14 on 21 January 2013, and by effect of art. 1, paragraph 137, of Campania Regional Law No. 5 - 6 May 2013, (Regional Financial Law 2013), from 1 January 2013 nominated the Extraordinary
Commissioner of the Sarnese Vesuviano Area Authority to perform the functions previously performed by the eliminated Area Authority and to implement the procedure for winding up said
Authority.
54
In this context on 17 January 2014, the company “GEST.I.RE. s.r.l. –
Gestione Impianti Regionali” was established, GORI being the sole
shareholder, to which the regional plants will be transferred.
As for the tariffs, the Extraordinary Commissioner of the Sarnese
Vesuviano Area Authority, in observance of AEEGSI Resolution No.
585/2012 - 28 December 2012, passed Resolution No. 17 - 29 April
2013 establishing the Restriction on guaranteed revenues (VRG) for
2012 and 2013 and the theta tariff multiplier for the same years.
On the basis of this decision, revenues for 2013 equal to 151.5
million euros (Group share 56.1 million euros) were calculated
including adjustments of so-called pass-through items (i.e.
electricity).
On 24 January 2014 the Area Authority sent AEEGSI the update
of the ATO 3 Economic-Financial Plan, valid for I.I.S. tariffs for
2012 and 2013, drawn up in accordance with the provisions of
Resolution No. 585/2012/R/idr and on the basis of the assumptions
in art. 4 of Resolution No. 73/2013/R/idr and subsequent
amendments. In any case, the Economic-Financial Plan must
be revised again and sent to the Authority by 31 March 2014, in
accordance with the criteria in art. 8 of Annex A of Resolution No.
643/2013/R/idr.
Finally, with reference to the effects of resolution 273/2013/R/
idr, the Extraordinary Commissioner of the Area Authority, with
Resolution No. 35/2013, determined that there are no amounts to
be refunded to domestic users for return on capital invested.
As for the 40 million euros bridge loan that matured 30 June
2011, inquiries continued with the Bank in 2013, which expressed
willingness to approve the Company’s proposal put forward on
several occasions, to consolidate the debt by transforming the
bridge loan into a long-term mortgage. At the end of these talks,
in 2014 the Bank sent Gori the term sheet, approved by its Loans
Committee and currently under negotiation to define the terms,
to transform the loan into a long-term mortgage maturing 31
December 2021.
TUSCANY - UMBRIA AREA
ACQUE
The management agreement, which came into force on 1 January
2002 with a twenty-year duration, was signed on 28 December
2001. In accordance with said agreement, the Operator took over
the ATO 2 exclusive integrated water service, comprising all public
water collection, abstraction and distribution services for civil
use, sewage systems and the treatment of waste water. The Area
includes 57 municipalities. In return for award of the concession,
Acque pays a fee to all the municipalities, including accumulated
liabilities incurred under previous concessions awarded.
tariff proposals by the Area Authorities in article 6 of resolution
585/2012, note that in a meeting held 30 April 2013, the Tuscan
Water Authority approved the proposals of the Tuscan Water
Authority Conference and acknowledged a New Investments Fund
for 2012 and 2013 respectively of 1.6 million euros (Group share 0.7
million euros) and 10.3 million euros (Group share 4.7 million euros).
On 17 October 2013, in Resolution No. 10 AIT approved also the
Economic-Financial Plan in accordance with AEEGSI Resolution No.
73/2013. Finally, on 14 November 2013, in Resolution No. 518, the
AEEGSI approved the tariffs passed in the AIT resolution.
Revenues in 2013 amount to a total of 117.5 million (Group share
52.9 million) euros, including adjustments of so-called passthrough items (i.e. electricity), inclusive of the 2012 and 2013 New
Investments Fund component.
Concerning the return on invested capital for the period 21 July – 31
December 2011 the sum recorded as due debts amounts to 1.5
million euros (Group share 0.6 million euros).
Note that on 22 April 2013, the Tuscany Regional Administrative
Court passed sentence on the appeal filed for cancellation of
Co.N.Vi.Ri. resolution No. 60 - 27 April 2011, with reference to the
re-examination of the review for the 2005-2008 3-year period of
the Toscana – Basso Valdarno AATO 2 area plan. The Section, ruling
against the previous sentence (Tuscany Regional Administrative
Court sec. II, 23 December 2010 No. 6863), adhered to the prevailing
view of the Council of State (Council of State, sec. VI, 27 October
2011 No. 5788) and rejected the appeal. To allow for any possible
effects, the company estimated said risk, allocating a suitable
provision.
As is known, in October 2006, Acque signed a contract with a pool
of banks which provides for a total loan of 255.0 million euros to
cover the financial needs of the investment plan from 2005 to 2021
estimated at around 670.0 million euros. The actual drawdown at
31 December 2013 was 218.0 million euros
PUBLIACQUA
2002 with a twenty-year duration, was signed on 20 December 2001.
In accordance with said agreement, the Operator took over the ATO
3 exclusive integrated water service, comprising all public water
collection, abstraction and distribution services for civil use, sewage
systems and the treatment of waste water. The Area includes
49 municipalities, of which 6 managed via agreements inherited
from the previous operator, Fiorentinagas. In return for awarding
the concession, the Operator pays a fee to all the Municipalities,
including accumulated liabilities incurred prior to award of the
related contracts.
In June 2006, ACEA - via Acque Blu Fiorentine S.p.A. – completed its
acquisition - of an interest in the company.
With reference to the procedure for approval of the tariff proposals
for 2012 and 2013 by the Area Authorities required by article 6 of
Resolution No. 585/2012, on 19 April 2013 the Tuscan Water Authority
Conference decided not to approve the 2012 and 2013 tariff proposals
submitting the decisions on the matter to the Tuscan Water Authority
also with reference to the New Investments Fund component.
55
On 30 April 2013 the Tuscan Water Authority, with regard to
Publiacqua, postponed deliberation on the revision of EconomicFinancial Plans and decided not to revise the contractual clauses
and other acts regulating relations with Operators. The Tuscan Water
Authority also requested the Tuscan Water Authority Conference
to examine the relative tariff proposals again. On 10 May 2013 the
Tuscan Water Authority Conference approved the New Investments
Fund component for 2012 and 2013. Furthermore, on 17 October
2013 the Tuscany Water Authority approving the Economic-Financial
Plan, set the 2012 New Investments Fund investment allocation at
22.7 million euros.
As a result of these acts, the Tuscan Water Authority only sent the
AEEGSI the resolution concerning the Fund, as it hadn’t been able to
pass resolutions on tariffs or draw up an Economic-Financial Plan.
On 17 October 2013 the Meeting of the Tuscany Water Authority
finally approved the tariff economic plan (and therefore the tariffs)
in Resolution No. 10/2013 and, on 14 November 2013, in Resolution
No. 518, the AEEGSI approved the tariffs passed by AIT resolution for
2012 and 2013 setting the tariff multiplier for the same years.
2013 revenues were calculated on the basis of AEEGSI tariff
calculations, which amount to a total, including adjustments of
so-called pass-through items (i.e. electricity), of 217.6 million euros
(Group share 87.0 million euros). The revenues are inclusive of the
2012 and 2013 New Investments Fund component.
The Tuscan Water Authority, in a letter dated 27 September 2013,
implemented the 4th tariff review relevant to costs, announcing it
wished to apply it to the years 2010-2011, excluding 2012 therefore,
the year in which the Transitional Tariff Method came into force.
Finally, the competent Authorities defined the tariff for the return
on capital collected by Publiacqua in the second half of 2011 which
must be reimbursed to users. The payables recorded on the books
amount to 3.4 million euros (Group share 1.4 million euros).
In terms of financing sources, on 29 November 2012, the company
took out a new bridge loan with a duration of 18 months minus one
day, until 23 May 2014 for a total of 75 million euros, of which a total
of 60 million euros was disbursed on the subscription date. To meet
the Company’s financial needs, in March 2013 a Request was made
to use the loan granted, and on 18 March 2013 the banks extended
the loan by another 5 million euro.
ACQUEDOTTO DEL FIORA
Based on the agreement signed on 28 December 2001, Acquedotto
del Fiora is to supply integrated water services on an exclusive
basis in ATO 6, consisting of public services covering the collection,
abstraction and distribution of water for civil use, sewerage and
waste water treatment.
The concession term is twenty-five years from 1 January 2002.
In August 2004, ACEA – via Ombrone SpA – completed its
acquisition - of an interest in the Company.
Tuscan Water Authority determined and approved the proposals of
the Tuscan Water Authority Conference and acknowledged a New
Investments Fund for 2012 and 2013 respectively of 5.5 million
euros (Group share 2.2 million euros) and 10.2 million euros (Group
share 4.1 million euros). Acquedotto del Fiora 2012 and 2013 tariffs
were also subject to approval by the AEEGSI in Resolution No.
518/2013/R/IDR on 14 November 2013.
In financial terms, on 5 March 2012 the company signed an
extension to the bridge loan agreement for a further 18 months, i.e.
to September 2013, which increased from 80 million euros to 92.8
million euros after disbursement of a further 12.8 million euros.
Finally, on 5 September 2013 a further extension of the Bridge was
agreed up to 105.0 million euros (Group share 42.0 million euros)
expiring 30 September 2014 required to cover the remaining new
investments in 2013 and a significant portion of the investments
listed in the Plan for 2014.
UMBRA ACQUE
On 26 November 2007 ACEA was definitively awarded the tender
called by the Area Authority of Perugia ATO 1 for selection of the
minority private business partner of Umbra Acque S.p.A. A stake in
the company (40% of the shares) was acquired on 1 January 2008.
During the period, the company exercised its activities in all 38
Municipalities constituting ATO 1 and 2.
With reference to the tariff applied to users in 2013, the tariff
was calculated on the basis of Single Assembly Resolution No. 4 30/04/2013 of ATI No.1 and No.2 concerning the “AEEGSI 2012 and
2013 new temporary tariff system”: with said resolution the Area
Authorities agreed to a New Investments Fund component of 4.0
million euros (Group share 1.6 million euros) for Umbra Acque in
2013 alone. Subsequently, on 7 November 2013, AEEGSI approved
the tariffs and related Economic-financial Plans in Resolution No.
505/R/idr.
25.2 million) euros, including adjustments of so-called pass-through
items (i.e. electricity), inclusive of the 2013 New Investments Fund
component.
585/2012, note that in a meeting held on 30 April 2013 with the
56
NETWORKS OPERATING SEGMENT
OPERATING FIGURES
U.M.
2013
2012
INCREASE/(DECREASE)
Electrical Energy distributed
GWh
10,784
11,089
(305)
(2.8%)
Energy produced by photovoltaic plants
GWh
17
60
(43)
(71.1%)
Energy Efficiency Certificates sold/cancelled
INCREASE/DECREASE %
No.
3,578
160,529
(156,951)
(97.8%)
No. Customers
N/000
1,627
1,625
2
(0.1%)
Km of Network
Km
29,421
29,225
196
(0.7%)
2013
2012
INCREASE/DECREASE %
Revenues
543.1
549.4
(6.4)
(1.2%)
Costs
285.8
306.5
(20.8)
(6.8%)
257.3
242.9
14.4
5.9%
160.8
127.3
33.4
26.3%
1,403
1,433
(30)
(2.1%)
Investments
104.1
101.9
2.2
2.2%
Net debt
687.5
728.1
(40.6)
(5.6%)
EBITDA at 31 December 2013 was 257.3 million euros. and increase
of 14.4 million euros, on a like-for-like basis, compared to the
previous year.
This increase is the result of the net effect of higher ACEA
Distribuzione margins (+ 14.2 million euros), mainly due to an
increase in equalisations revenues equal to 11.6 million euros, and
an increase for ARSE in the PV segment (on a like-for-like basis of
1.4 million euros) closing the period with an EBITDA of 5.8 million
euros.
Public lighting recorded an EBITDA decrease of 1.3 million euros,
reaching 6.4 million euros at 31 December 2013.
OPERATING REVIEW
In terms of staff, as of 31 December 2013 the average number of
employees was 1,403, 30 less than the same period of the previous
year, mainly attributable to ACEA Distribuzione.
Source A.U.
Electrical energy distribution
ENERGY REPORT
As shown in the following table, at 31 December 2013 ACEA
Distribuzione injected 11,385.3 GWh into the network with a 4.03%
drop compared to 2012.
GWH
Imports
Market subject to
2013
2012
% INCREASE/
(DECREASE)
3,107.6
3,326.9
(6.59%)
431.5
433.6
(0.48%)
3,539.1
3,760.5
(5.89%)
7,844.1
8,100.3
(3.16%)
2.1
2.5
(15.44)%
11,385.3
11,863.3
(4.03%)
additional safeguards
Segment investments stand at 104.1 million euros, an increase
of 2.2 million euros. This increase is mainly attributable to ACEA
Distribuzione (+ 3.4 million euros), due to an increase in expansion
activities and upgrading of the High and Medium - Low Voltage
Networks and primary substations.
Net debt at the end of 2013 decreased to 687.5 million euros, a
decrease of 40.6 million euro compared to last year; this change
is mainly attributable to ACEA Distribuzione and is the direct
consequence of the improvements in the invoicing process which
contained working capital growth.
Free market
Underlying distributors
General total
TRANSPORT SERVICE TARIFFS
2013 represents the second year of application of the new tariff
structure defined by the Italian Authority for Electricity and Gas
(AEEGSI) for the 2012-2015 regulatory period.
The regulatory provisions are divided into Three Consolidated
Regulations, and for the distribution service the AEEGSI confirmed
unbundling of the tariff applied to end customers (the compulsory
tariff) from the reference tariff to determine the permitted
restriction on revenue for each company (the reference tariff).
The main new element introduced since the previous regulatory
period (2008-2011) is the reference tariff of the distribution
service for business, which replaces the previous mechanism
57
for calculating permitted revenue, based on the national average
tariff integrated with general equalisations on HV, HV/MV and LV
distribution and specific corporate equalisation.
For the fourth regulatory period the new tariff recognises the
following for each company:
• net invested capital of the MV and LV sector reapplied to 2007
using a parameterised criterion and actual invested capital from
2008;
• actual net invested capital at 2010 for the HV sector and for HVMV transformation.
The rate of return on net invested capital (wacc) is envisaged at
7.6% for the distribution service on investments made up to 31
December 2011 and at 8.6% on investments made thereafter.
The 1% increase is associated with the AEEGSI objective of
offsetting the time lag between implementing the investment
and tariff coverage of the cost (the regulatory lag). In relation to
the extraordinary economic and financial scenario, the AEEGSI
has introduced a wacc review mechanism mid-way through the
regulatory period, based on updating the parameter relating to
the rate on risk-free assets. For 2014 the wacc was set at 6.4% by
AEEGSI Resolution No. 607/2013/R/eel on 19 December 2013.
In terms of operating costs, the new company-based tariff covers
the specific costs by means of a national average cost adjustment
coefficient, calculated by the AEEGSI on the basis of actual
company costs recorded in the separate annual accounts and
recognised in the specific corporate equalisation for 2010, and on
scale variables in reference to 2010.
Another new element introduced from the fourth regulatory cycle
concerns the tariff per withdrawal point (except for the public
lighting-related tariff).
In resolution No. 203/2013 the AEEGSI, due to a series of material
errors, corrected the company’s tariff parameters of reference
for 2013, already published in resolution No. 122/2013 - 28 March
2013. This last resolution re-determined the final tariffs of reference
for the 2012 electrical energy distribution service, implementing
resolution No. 157/2012/R/eel. ACEA Distribuzione found some
inconsistencies and, as required by resolution 157/2012, filed a
request for revision/integration of the data.
Updating of the distribution reference tariff after the first year will
be individual and based on financial increases reported by the
companies on the RAB databases. The updating criterion envisages
that:
• the portion of the tariff covering operating costs is updated
using the price cap mechanism (with a productivity recovery
target of 2.8%);
• the part intended to provide a return on invested capital will
be updated on the basis of the gross fixed investment deflator,
changes in the volume of services provided, gross investments
started up and differentiated according to the voltage level and
the rate of variation linked to increased returns designed to
provide incentives for investments;
• the part intended to cover depreciation has been updated,
using the gross fixed investment deflator, changes in the
volume of services provided and the rate of variation linked
to the reduction in gross invested capital as a result of
58
disposal, discontinuation and end of life and the rate of
variation associated with gross investments that have become
operational.
Introduction of the company tariff simplifies the equalisation
system as the new tariff encompasses part of general and specific
corporate equalisations.
The AEEGSI confirms the mechanism - already introduced in the
third regulatory cycle - of a higher return on certain investment
categories, expanding the cases concerned and, in addition to
smart grid projects, envisages a higher return on renewal and
upgrading of the MV networks in historical centres.
The tariff covering sales costs is based on standard national costs,
differentiated according to provision of the sales service subject
to additional safeguards in integrated format or as a separate
distribution service. The AEEGSI envisages the introduction of a
binomial tariff (capacity and consumption) for HV customers, and
changes to the cost tariff structure for the transmission service to
Terna (CTR), also introducing a binomial price. The review of the two
tariffs has led to the introduction of a new equalisation mechanism.
The general equalisation mechanisms for distribution costs and
revenue for the new regulatory cycle are:
I meccanismi di perequazione generale dei costi e ricavi di
distribuzione per il nuovo ciclo regolatorio si articolano in:
• equalisation of distribution service revenue;
• equalisation of revenue from the supply of electricity to
domestic customers;
• equalisation of transmission costs;
• equalisation of the difference between actual and standard losses.
IOn 19 December 2013, AEEGSI published Resolution No. 608/2013
modifying the equalisation mechanism for surplus losses, increasing
the surplus restitution portion for companies from 50% (in 2012) to
75% and limiting the restitution to companies showing a deficit.
In the new Transport Code, the Authority envisaged a mechanism
for recognising an advance, every two months, of equalisation
balances relating to the equalisation of distribution service revenue
and transmission costs. Resolution 157/2012 extended the AEEGSI
deadline for finalising the equalisation mechanism operating
methods with the CCSE from 30 April 2012 to 30 April 2013.
However, the AEEGSI has not yet published updates on the subject.
The Metering Code (TIME) governs tariffs for the metering service,
divided into meter installation and maintenance, taking meter
readings, and confirming and recording readings. The Consolidated
Code envisages transfer to Terna of the meter reading, confirmation
and recording service for interconnection points between
distribution company networks and the national grid. This change
will become operative through later regulatory provisions, and
therefore at present the distribution company is still responsible for
the entire metering service.
The price structure remains unchanged from the previous cycle
except for the introduction of a tariff component to cover the
residual non-depreciated value of the electromechanical meters
replaced prior to the end of their useful lives with electronic
meters, or MIS (RES), to be billed to LV end users.
With resolution 565/2012, the portion of parameters relative to
revenue equalisation for the metering service regarding the year
2013 was updated.
On 13 May 2013, AEEGSI started collecting data on the equalisation
of revenues from the metering service for 2010 and 2011 with the
respective 14 June and 9 July 2013 deadlines. ACEA Distribuzione
sent the data for both years.
The tariffs covering the metering service are updated, as for the
distribution service, by price cap mechanisms for the part to cover
operating costs (with a productivity recovery target of 7.1%) and
by the deflator, change in invested capital and rate of change in
volumes for the part to cover invested capital and amortisation.
The rate of return on metering capital is equivalent to that of the
distribution service.
On 11 June 2013 ACEA Distribuzione sent the data on equalisation
of marketing costs, for the years 2010 and 2011. On 1 August 2013,
with Resolution No. 349/13, the AEEGSI communicated the amount of
the equalisation for 2010; on 19 September 2013, with Resolution No.
392/13, it communicated the amount of the equalisation for 2011.
On 19 December 2013, the AEEGSI published Resolution No.
607/2013 indicating the methods for calculating a flat rate
equalisation of revenues from connection contributions for
2013. Furthermore, AEEGSI published the rules for updating 2014
tariffs, including the rate of return on invested capital applied to
investments starting from 2012 (7.4% including the regulatory lag
of 1%) and the new flat rate for connection contributions. The latter,
when calculating the company tariff for 2014, will be considered as
other grants and no longer deducted from operating costs.
The “AEEGSI Consolidated Code on economic terms for provision
of the connection service (TIC)”, Annex C to Resolution No. ARG/
elt/199/11, governs the economic terms for provision of the
connection service and specific services (transfers of network
equipment requested by users, contract transfers, disconnections,
etc.) for paying users, essentially continuing from the previous
regulatory period.
ENERGY EFFICIENCY OBJECTIVES
AEEGSI Decision No. DIUC 9/2013 indicates the data on the quantity
of electrical energy and natural gas distributed in Italy by subjects
obliged to meet such requirements in 2012. This data is essential
to determine the potion of energy efficiency objectives each single
distributor must meet for 2014, reaching at least 50% by 31 May
2015.
ACEA Distribuzione’s objective for 2014 is 174,316 Energy Efficiency
Certificates and the estimate of the same for 2015 and 2016,
defined on the basis of a criterion of the 2-year average energy
distributed in the two previous years, is equal to respectively
199,154 and 244,502 Energy Efficiency Certificates.
As for the 2013 objectives – equal to 140,938 Energy Efficiency
Certificates – ACEA Distribuzione already holds the quantitative of
certificates to cancel for 31 May 2014.
AEEGSI SUPERVISION
In consideration of the urgent interventions in Provision No.
300/2013/R/eel, on 08 July 2013 AEEGSI opened penalty
proceedings against ACEA Distribuzione to verify metering
aggregation violations.
This derives from the fact that the Company had not fulfilled
metering aggregation requirements, essential for determining the
physical and economic items of the dispatching service.
There is objective evidence of the breach in the form of
discrepancy, in terms of the threshold allowed by regulations,
between the electrical energy metered and that invoiced for
transport to the utilities of dispatching users (vendors) operating
in the Rome area in 2011 and 2012.
ACEA Distribuzione, in accordance with resolution 243/2012/E/
com, on 17 August of this year presented commitments for the
pursuit of the interests protected by the provisions which are
assumed to have been violated.
In particular, these commitments mainly consist in remedying
financial costs acknowledged by the system to the above
dispatching users, to prevent the socialization of a cost which
would otherwise be payable by the end users.
The same commitments provide for a way to make up for
prejudicial behaviour - represented by the discrepancy between
metering figures and invoiced amounts for 2011 and 2012
charges – by the month of October 2013, and the objective
proof of the system – with reference to the 2013 charges – for
the final settlement of the process problems that caused said
discrepancies.
At this time, for 2011 and 2012, there is still some residual
discrepancy while for 2013, we will only have conclusive evidence
after all charges have been invoiced.
AEEGSI Resolution No. 512/2013/S/eel, which refers to VIS
60/11, applies a penalty against the Company for violation in
the recording of outages. This violation concerns the obligation,
introduced by the TIQE, to keep a specific list of all calls received
reporting faults, even if there is no outage (article 13, paragraph 2,
letter c). The penalty is equal to 517 thousand euros.
ACEA Distribuzione filed an appeal before the Regional
Administrative Court.
Finally, on 20 February 2014 AEEGSI Resolution No. 62/2014/S/
eel implemented a procedure to apply penalty and prescriptive
procedures against the Company for violations putting low voltage
electrical energy meters into service and reading the same. With
this resolution, the AEEGSI opened an enquiry into the violation
of art. 8 bis, in Annex A of Resolution No. 292/06 setting a term of
150 days for the duration of the enquiry.
59
Public Lighting
Photovoltaic power, energy saving and cogeneration
On 15 March 2011 ACEA and Roma Capitale agreed on an
adjustment to the Public Lighting Service Contract.
The key points of the renegotiation are:
• extension of the contract to 2027, in line with the Concession,
and therefore lengthening the residual duration from 4 years 5
months to 17 years,
• review of the contractual parameters, aligning them to those of
the CONSIP technical draft for the “Servizio Luce 2” tender,
• the certainty of the power to directly perform activities
associated with network expansion,
• recognition on expiry of the contract, natural or otherwise, of the
non-amortised value of investments made by ACEA,
• sterilisation of the “price risk” of electrical energy to power the
public lighting system,
• the inclusion of an indemnity in favour of ACEA in the event of
early termination of the contract by Roma Capitale, calculated
on the basis of margins discounted over the number of years to
expiry (i.e. to 31 December 2027).
In 2013, 239 lighting points were installed for Roma Capitale and
355 for third party customers.
From 1 May 2013 public illumination is managed by Acea
Illuminazione Pubblica which, through a spin-off, took over the
ACEA Distribuzione business unit.
PV POWER
Following the transfer of the PV business unit in December 2012,
ARSE owns plants with a total power capacity of just under 13 MWp.
A new PV roof with a power output of 48.3 kWp was installed in the
period to replace an old asbestos cement roof of a building owned
by ACEA Ato5 in the municipality of Posta Fibreno. An incentive tariff
request has been sent to the national grid operator
On 23 December 2013 Law Decree No. 145 (“Destination Italy”) was
passed, and in accordance with art. 1, paragraph 2 starting from 1
January 2014, the Minimum Guaranteed Prices defined by AEEGSI to
apply the dedicated withdrawal service indicated in Resolution No.
280/07, for each plant are equal to the hourly zonal price in the case
in which the energy withdrawn is produced by plants benefitting
from electricity tariff incentives.
ENERGY SAVING
Currently the initiatives for the national grid operator to acknowledge
Energy Efficiency Certificates for the Group are above all for energy
efficiency interventions in line with the development programmes of
each single company, such as for example, the activities related to
interventions in the treatment sector. Furthermore, energy efficiency
interventions in the public illumination sector are being evaluated
using LEDs in third party structures.
COGENERATION
In 2013, the operating management also focused on two key areas,
the technical and economic monitoring of operating plants and new
projects under construction.
Ecogena proceeded with the construction of a new trigeneration
plant for the EUR “Europarco” complex; construction work
continues on the trigeneration plant that will provide energy
services for the new “Cinecittà World” theme park in Castel
Romano. Finally, building work continued in the areas dedicated to
the construction of the new “Laurentino” shopping centre, in the
Laurentina/Tor Pagnotta district of Rome.
60
CORPORATE
EQUITY AND FINANCIAL RESULTS FOR THE PERIOD
2013
2012
INCREASE/(DECREASE)
Revenues
111.1
106.9
4.3
4.0%
Costs
113.9
123.3
(9.4)
(7.6%)
(2.8)
(16.5)
13.7
83.1%
(26.5)
(49.4)
22.9
46.4%
680
679
1
0.0%
11.9
122.3
(110.4)
(90.3%)
(466.9)
(507.2)
40.3
7.9%
Investments
Net debt
ACEA closed 2013 with a negative EBITDA of 2.8 million euros, 13.7
million euros higher than that of 31 December 2012, essentially due
to the combined effect of (i) the increased revenue from service
agreements, (ii) the overall decrease in external operating costs
following the adoption of general cost containment policies and (iii)
the decrease in staff costs due to the partial release of provisions
set aside for the second round of the medium-long term Incentive
Scheme and those set aside for senior and middle managers’ MBO
as the assigned objectives were partially achieved.
The average number of staff at 31 December 2013 was 680, in line
with last year (679).
Investments totalled 11.9 million euros, down 110.4 million
euros compared to 31 December 2012 mainly attributable to the
purchase of the headquarters in Rome.
Net debt at the end of 2013 amounted to 466.9 million euros, down
40.3 million euros compared to the end of the previous year, as
a result of (i) the financial settlement of service agreements and
amounts due from subsidiaries under cash pooling agreements, (ii)
the improvement resulting from foreign currency valuations and
the fair value measurement of financial instruments (- 17.3 million
euros), as well as (iii) the recognition of dividends distributed in
2012 by Group companies. Conversely, the following should be
noted: (i) 2013 interim dividend approved by the Board of Directors
on 18 December 2013, (ii) la final distribution of dividends declared
in 2012 by the General Meeting of 15 April 2013, (iii) payment made
to GDF Suez Energia Italia as a result of the settlement reached
in February 2013, for the balance of trade payables due by Acea
Energia and taken on by ACEA, as well as (iv) liquidity needs arising
from investments for the year and changes in working capital,
including the payment of tax and trade payables.
INCREASE/DECREASE %
ACEA S.P.A. BUSINESS ACTIVITIES
In its role as a business holding, ACEA S.p.A. defines strategic
objectives at Group and subsidiaries’ level and coordinates the
activities.
Within the Group, ACEA S.p.A. acts as a centralised treasurer for the
major subsidiaries.
Intercompany relations are arranged as follows:
• set up of a medium/long-term credit line for a pre-established
amount to cover funding needs generated by investments;
• the credit line (i) has a three-year term from 1 January 2011, (ii)
produces interest, at a yearly adjusted rate corresponding to
the 3-year IRS plus a spread aligned with that of a BBB rated
bond issued on the capital market and (iii) provides for an annual
credit fee calculated on the credit limit;
• set up of a general purpose line for the companies’ current
needs.
• Credit line (i) has a three-year term from 1 January 2011,
(ii) produces interest payable at an yearly adjusted rate
corresponding to the 3-year IRS plus a spread aligned with that
of a BBB rated bond issued on the capital market and a lending
rate calculated on the arithmetic mean of intraday 3M Euribor
rates for each calendar quarter less a 5 bp annual spread and (iii)
provides for an annual credit fees calculated on the credit limit.
ACEA S.p.A. also acts as guarantor for the Group companies: in this
regard the contract that governs the general purpose line sets a
limit for guarantees and separate costing for bank guarantees and
corporate guarantees.
ACEA S.p.A. also provides administrative, financial, legal, logistic,
management and technical services to subsidiaries and associates
in order to optimise the use of existing resources and know-how
in an economically advantageous manner. These services are
governed by specific annual service agreements: those in force
began from 1 January 2011, have a three-year term with automatic
renewal option and an annual fee based on contractual prices and
the volumes actually provided.
The contracts that expired at the end of 2013, are being redefined.
61
SIGNIFICANT EVENTS DURING THE PERIOD
UPDATE TO THE BY-LAWS
ISSUE OF BOND FOR 600 MILLION EUROS
On 24 January 2013, the Acea S.p.A. Board of Directors approved an
update to the By-Laws in compliance with the provisions of Law no.
120 of 12 July 2011 concerning the balance between genders in the
composition of the Board of Directors and the Board of Statutory
Auditors. The compulsory amendments provided for by the Law
were therefore made with respect to articles 15 and 22 of the
Company’s By-Laws.
On 5 September 2013, ACEA S.p.A. issued a fixed rate bond for
a total of 600 million euros maturing in 5 years, exclusively for
institutional Euromarket investors. This bond replaces loans
maturing and optimizes the cost of the debt, as part of the actions
to consolidate the equity or financial structure of the Group.
STANDARD & POOR’S CHANGES ACEA SPA’S OUTLOOK FROM
“NEGATIVE” TO “STABLE” CONFIRMING A “BBB-/A3” RATING
RATINGS
On 15 March 2013 Fitch Ratings announced that it has reduced the
Long - Term Issuer Default Rating (IDR) and the Senior Unsecured
Rating from “A-” to “BBB+”. The outlook assigned to the IDR remains
negative.
The rating review followed the rating downgrade on the sovereign
debt of the Government of the Republic of Italy and several local
authorities, recently decided by the rating Agency.
ACEA S.P.A. - RENEWAL OF CORPORATE BODIES
On 15 April 2013, the Shareholders’ Meeting approved the 2012
financial statements and appointed the Board of Directors and the
Board of Statutory Auditors.
It also approved the distribution of a dividend of 0.30 euros per
share of which 0.21 euros were already distributed as interim
dividend.
ACEA S.P.A. – APPOINTMENT OF CHIEF EXECUTIVE OFFICER,
EXECUTIVE RESPONSIBLE FOR FINANCIAL REPORTING,
SUPERVISORY BOARD IN ACCORDANCE WITH LEGISLATIVE
DECREE 231/2001
On 16 April 2013, the new Board of Directors met for the first
time and appointed Paolo Gallo Chief Executive Officer of the
Company. Iolanda Papalini was nominated Executive Responsible
for Financial Reporting by the same meeting. Finally the Board of
Directors, in accordance with Law No. 183/2011 art. 14 paragraph
12, had recourse to the right to appoint the Board of Auditors as the
company Supervisory Board in accordance with Legislative Decree
231/2001.
On 18 October 2013, Standard & Poor’s changed Acea SpA’s outlook
from “Negative” to “Stable” confirming a “BBB-/A3” rating.
The Agency explained that the outlook had been revised on the
basis of the results obtained by the Management; in particular
an improvement in Company’s liquidity, thanks to action taken
with the aim of increasing the financial flexibility of the Group.
Standard & Poor’s maintained that the increase in efficiency of the
operating management, cost cutting, solving invoicing problems
and the stabilization of credit, while there was an increase in
revenues, contributed positively in terms of profit. These results
were achieved in a macroeconomic context which is still one
characterised by great difficulties in Italy.
SMART CITIES, ROME PROJECT AWARDED WITH MIUR TENDER
On 31 October, ACEA within the scope of the Miur “Smart cities,
Communities, Social Innovation” “Territorial Safety” tender, was
awarded the ‘Rome’ project, considered the first of its kind in
Italy. The project is for research in the safety sector in an urban,
territorial, traffic and infrastructure context. Coordinated by ACEA,
other major institutions and companies such as Sapienza University,
Enea, Telecom, Finmeccanica and other companies operating in the
sector will also be involved. Financing for the project amounts to
around 20 million euros.
ACEA E MEKOROT SIGN A MEMORANDUM OF UNDERSTANDING
On 2 December ACEA and Mekorot WC ltd signed a Memorandum
of Understanding for collaboration in the water resource sector.
ACEA and Mekorot can also evaluate the possibility of mutual
support in the development and experimentation of state-of-the-art
technologies in the sector as indicated in the agreement.
APPOINTMENT OF ACEA S.P.A. CFO
On 12 June 2013, the ACEA S.p.A. Board of Directors meeting
chaired by Giancarlo Cremonesi, authorised the appointment
of Franco Balsamo as ACEA S.p.A.’s CFO, effective as of 1 July.
Effective as of 5 August, Franco Balsamo is also the Executive
Responsible for Financial Reporting.
62
ADVANCE ON 2013 DIVIDEND
On 18 December 2013, Acea SpA’s Board of Directors resolved the
distribution of an advance on the ordinary 2013 dividend of 0.25
euro per share. This decision regarding the advance on the 2013
dividend was taken on the basis of the accounting situation of the
Acea Group at 30 September 2013 in light of the business outlook
for the year in progress.
On 18 December 2013, Independent Auditors Reconta Ernst &
Young issued a judgment as set forth by article 2433-bis of the
Italian Civil Code.
SIGNIFICANT EVENTS AFTER THE REPORTING DATE
MOODY’S CHANGES ACEA’S OUTLOOK FROM “NEGATIVE” TO “STABLE”
On 18 February 2014 Moody’s reported that it had changed Acea SpA’s outlook from “Negative” to “Stable” confirming a “BBB-/A3” rating.
The rating review followed the modification of the outlook on the sovereign debt of the Government of the Republic of Italy, on the basis of a
decision taken recently by Moody’s.
The change in the outlook is also due to: (i) the Company’s results in the second half of 2013 in terms of improvements to the financial
structure and liquidity profile, as well as the issue on 5 September 2013 of 600.0 million euros bond; (ii) the positive evolution of the water
regulatory framework.
63
MAIN RISKS AND UNCERTAINTIES
Due to the nature of its business, the Group is exposed to various
types of risks, and in particular to regulatory risks, credit risks,
operating risks, foreign exchange risks, market risks, liquidity risks
and interest rate risks. In order to reduce these risks, the Group
performs analyses and monitoring as described below.
Note that, on the date of preparation of this report on operations,
we do not expect the ACEA Group to be exposed to further risks
and uncertainties that may have a significant impact on the results
of its operations, equity or financial position, other than those
mentioned in this document.
REGULATORY RISKS
As is known, the ACEA Group operates mainly in regulated markets,
and changes to rules in these markets as well as regulations and
obligations can have a significant effect on results and operating
performance. Therefore, the Group has a structure that can
consolidate its relations with local and national governments and
regulatory bodies.
This structure monitors regulatory developments in terms of
providing support in the preparation of comments in the response
to the Consultation Paper, in line with the interests of Group
companies, and in the consistent application of regulations in
corporate procedures and within the electricity, gas and water
businesses.
OPERATING AND ENVIRONMENTAL RISKS
WATER SEGMENT: ECONOMIC CONSEQUENCES
OF NON-COMPLIANT DISCHARGES
The Galli Law aims at constantly improving Integrated Water
Services through both a quality service for users and compliance
with current regulations. For this reason, if – during acquisition –
the operator acquires plants that are subsequently classified as
non-compliant, they have to be upgraded to comply with technical,
operating and regulatory provisions for their intended operations.
However, Operators have often had to deal with this problem,
meaning operating (shutdowns, malfunctions) and economic
consequences (increase in operating and maintenance costs).
In order to limit the consequences of this risk factor, restoration
and/or reconversion measures have been planned and
implemented by ACEA Ato2, with studies for network control
and monitoring parameters at the plant entry point. Since 2009
activities related to the transport and disposal of waste resulting
from water treatment plants have been normalized through the
conclusion of contracts with Aquaser S.r.l. In this respect, the
activities related to obtaining the necessary authorizations, were
completed. In any event, based on the weight that should be given
to this issue and the costly operational drawbacks in the event of
shutdowns, the impact of this risk factor is considered high.
In recent years, numerous administrative and criminal proceedings
have been opened in various disputes, as briefly described below.
64
In the case of ACEA Ato5:
• most of the disputes are related to the lack of discharge/disposal
authorisation for plants inherited from municipalities, and not for
alleged qualitative flaws in the waste;
• the company is appealing or has already appealed to the
competent judicial authorities against the injunctions and in 2013,
three sentences were passed by the Frosinone Law Courts to
drop the cases after the ACEA Ato5 appeals against the Lazio
Regional Authorities.
As for ACEA Ato2, most of the disputes are as follows:
• discharge of treatment plants in “non-perennial” tanks
considered by some public prosecutor’s offices to be ground to
all effects and purposes;
• discharge of hazardous substances on ground (dispute that
derives from the fact that the limits in this situation are
extremely restrictive);
• no collection for sewage treatment plant discharges;
• malfunction of overloaded and/or old treatment plants.
After the Controlling bodies have disputed these situations the
plant may be seized (both drainage and treatment systems), which
normally includes a prohibition to continue the discharge with no
access to the site, and the consequent increase in operating costs
for the Company.
Furthermore, even in compliant situations, the revision of
environmental legislation requires new, unexpected changes to
be made when planning the work in the Area Plan in order to
respect the new more restrictive limits, which means considerable
investments also for plants serving municipalities with just a few
hundred inhabitants.
This situation, in the context of current water and environmental
regulations, exposes the company to a significant risk of violating
environmental laws, and EEC regulations in the case of inadequate
treatment and/or failure to treat waste water.
Cases of “ground discharges” and “hazardous dumping” are
disputed in terms of a subjective interpretation of national law
by some Public Prosecutors Offices and this is made worse by
incomplete knowledge of the drainage system. What often happens
in fact, is that the Bodies responsible for controls define a “surface
water body” as “ground” just because there is no water in the same
at the time of the inspection despite the discharge authorisation
renewed for decades and normative definitions in force. It appears
that this interpretation is rarely found in other Italian regions.
To deal with these situations the company had to adopt complex
and costly technical solutions, to upgrade the plants to meet the
much more restrictive limits due to the variation in the type of
recipient, move the discharge point or put the treatment plant out
of service.
This situation affects almost 70 treatment plants of the total 171
treatment plants run by ACEA Ato2, but also treatment plants
managed by the Municipal Authorities who have not yet transferred
the integrated water service to the operator (treatment plants not
transferred due to this situation).
ENERGY SEGMENT
With regard to the Energy Segment, the main operational risks
linked to the activities of the subsidiaries (ACEA Energia and ACEA
Produzione) may regard material damage (damage to assets,
shortcomings of suppliers, negligence), damage due to lost output,
human resources and damage deriving from external systems and
events.
To mitigate these operational risks, the companies have entered
into a series of insurance policies from the start of their operations,
to cover Property Damage, Business Interruption and Third Party
Liability with leading insurance companies. Particular attention has
been devoted by the companies to the training of their employees,
as well as the definition of internal organisational procedures and
the drafting of specific job descriptions.
(such as the construction of underground rather than above-ground
plants, with a subsequent increase in plant and operating costs).
It should also be noted that lengthy proceedings result in higher
operating costs, are difficult to deal with for operating structures
(drafting and presentation of in-depth project examinations,
environmental studies, etc.) and require participation in service
conferences and technical meetings at the competent offices.
However, the substantial risk is still essentially linked to the nonobtainment of authorisations, with the result being the inability
to upgrade plants and subsequent greater risk linked to the
technical performances of the service (at present there are delays
in upgrading the HV network in the coastal area and the Terna
procedure to construct a new Castel di Leva primary substation.
Note that a particularly critical point is the long response times of a
number of the administrations contacted.
NETWORKS SEGMENT
The main risks associated with the Networks Segment can be
classified as follows:
• risks relating to the effectiveness of the investments for the
replacement/renewal of grids, in terms of expected effects on
the improvement of service continuity indicators;
• risks relating to quality, reliability and duration of the works
carried out;
• risks relating to the ability to meet the terms for obtaining
prescribed authorisations, regarding both the construction
and start-up of plants (pursuant to Regional Law 42/90 and
related regulations) and performing work (authorisations of
municipalities and other similar authorisations), according to the
need to develop and enhance the plants.
As far as the risk linked to work quality is concerned, ACEA
Distribuzione implemented operational, technical and quality
control systems, including the creation of the Works Inspection
Unit, which forms part of the Quality and Safety department. The
results of the inspections, which are processed electronically,
give rise to rankings (reputational indicators), that will be used
to award contracts under a “vendor rating” system, developed in
collaboration with the University of Tor Vergata (Rome). This system
ranks contractors according to their reputation, scored on the basis
of their ability to meet the quality and safety standards for contract
work.
The system also allows the identification and application of
penalties. In cases of serious default, the principal may also
suspend the contractor’s activities. In 2013, 7 work sites were
suspended due to safety non-compliance out of a total of 902
inspections conducted.
During the year, the good level in the reputation indicator
was confirmed for the companies that have worked for ACEA
Distribuzione.
A similar project was launched in 2012 and continues in 2013 in
relation to the services awarded to external professionals involved
in the planning and execution of works.
The risk relating to the ability to meet deadlines arises from the
number of entities which have to be addressed in the authorisation
procedures and from the considerable uncertainty linked to the
response times of these entities; the risk lies in the possibility of
denials and/or in the technical conditions set by the above entities
ENVIRONMENT SEGMENT
The waste-to-energy plants, as well as, to a lesser extent, the waste
treatment plants, are highly complex from a technical point of view,
requiring the companies to employ qualified personnel and adopt
organisational structures with a high level of know-how. The need
to maintain the plants’ technical performance levels and to prevent
personnel with specific expertise (who are difficult to recruit) from
leaving the companies, represent tangible risks.
These risks have been mitigated by implementing specific
maintenance and management programmes and protocols,
drawn up partly on the basis of the experience acquired in plant
management.
Moreover, the plants and the related activities are designed to
handle certain types of waste. The failure of incoming material
to meet the necessary specifications could lead to concrete
operational problems, sufficient to compromise the operational
continuity of the plants and give rise to risks of a legal nature.
For this reason, specific procedures have been adopted for
monitoring and controlling incoming materials via spot checks and
the analysis of samples pursuant to legislation in force.
MARKET RISK
The Group is exposed to various market risks with particular
reference to the risk of price oscillations for commodities being
bought and sold, interest rate risks and foreign exchange risks to a
lesser extent. To reduce the exposure to within the defined limits,
the Group enters into contracts drawn up on the basis of typologies
offered by the market.
Foreign exchange risk
The Group is not particularly exposed to this type of risk, which is
concentrated in the conversion of the financial statements of its
overseas subsidiaries.
As regards the 20 billion yen Private Placement, the exchange rate
risk is hedged through a cross currency swap described in the
section on interest rate risk.
65
Commodity price risk
LIQUIDITY RISK
The Group is exposed to variations in the price of electrical energy,
which can have a significant effect on results.
To reduce this risk, the Group adopts a control structure that
analyses and measures exposure to market risk in line with the
Guidelines of ACEA’s Internal Control System and with the general
Risk limit criteria of the Energy Industrial Area.
Risk analysis and management is performed according to a Risk
Management process which involves the execution of activities
throughout the entire year, on the basis of different frequencies
(annual, monthly and weekly). The execution of those activities is
distributed between the Risk Control Unit and the Risk Owners.
Group policy for managing the liquidity risk, for both ACEA and
subsidiaries, is to adopt a financial structure which, coherent with
business objectives and within the limits defined by the Board of
Directors, guarantees a suitable liquidity level to meet financial
requirements, maintaining the correct balance between duration and
composition of the debt.
The liquidity risk management process, using financial instruments
for planning suitable expenditure and income for optimal treasury
management and monitor the group debt trend, adopting a
centralised treasury management system, which provides financial
assistance to the subsidiaries and associates not covered by a
centralised finance contract.
Interest rate risk
The ACEA Group’s approach to managing interest rate risk, which
takes the structure of assets and the stability of the Group’s cash
flows into account, has essentially been targeted, up to now, at
hedging funding costs and stabilising cash flows, in such a way
as to safeguard margins and ensure the certainty of cash flows
deriving from ordinary activities.
The Group’s approach to managing interest rate risk is, therefore,
prudent and the methods used tend to be static in nature.
A static (as opposed to dynamic) approach means adopting a type
of interest rate risk management that does not require daily activity
in the markets, but periodic analysis and control of positions based
on specific needs. This type of management therefore involves daily
activity in the markets, not for trading purposes but in order to
hedge the identified exposure over the medium/long term.
ACEA has, up to now, opted to minimise interest rate risk by
choosing a mix range of fixed and floating rate funding instruments.
As previously noted, fixed rate funding protects a borrower
from cash flow risk in that it stabilises financial outflows, whilst
heightening exposure to fair value risk in terms of changes in the
market value of the debt
CREDIT RISK
In 2012 ACEA drew up the guidelines of the credit policy which
established different credit management strategies through criteria
of flexibility on the basis of the customer segmentation. Credit risk
is managed by taking into account both the customer type (public
and private) and the non-uniform behaviour of individual customers
(behavioural scores). Debt collection strategies are managed
dynamically through a Credit management system, implemented
in recent years for the main companies in the Group, which will
progressively be made available to the others; from an organisation
point of view, in 2013 centralised management was further
consolidated by setting up ad hoc Parent Company organizational
units. The structures of each single company responsible for
managing credit refer to ACEA’s CFO in an end to end process.
In 2013 the Group continued to assign revolving and spot credit
without recourse, to private customers and Public Administrations.
These operations led to the elimination from the financial
statements of all the corresponding activities subject to disposal as
all the deriving risks and benefits had been transferred.
RISKS RELATING TO RATING
Access to the capital market and other forms of funding and the
related costs, depends amongst other things of the Group’s credit
rating.
A reduction in the credit rating by rating agencies could represent
a limiting factor for access to the capital market and increase
collecting costs with the consequent negative effects on the equity,
economic and financial standing of the Group.
ACEA’s current rating is shown in the following table.
COMPANY
Moody's*
Standard & Poor's
Fitch
M/L TERM
SHORT TERM
OUTLOOK
DATE
Baa2
Na
Stable
19/02/2014
“BBB-”;
A-3
Stable
18/10/2013
BBB+
F2
Negative
12/09/2013
* At the end of 2013 the outlook assigned to ACEA by Moody’s was “Negative”.
66
OPERATING (AND FINANCIAL) OUTLOOK
The ACEA Group’s results for 2013 are in line with forecasts.
In the environment sector, the overall positioning of ARIA, the
owner, either directly or through its subsidiary SAO, of important
plant infrastructures intended for the generation of electric power
from the recovery of waste, makes it possible to positively assess
the short and medium-term business outlook. This is also in
consideration of the development of the energy recovery plant
infrastructures which the Group intends to perform at the San
Vittore waste-to-energy plant where the interventions already
authorised by the Lazio Regional Authority will be implemented.
The waste disposal situation of the Lazio Regional territory remains
in fact critical, made particularly evident by the establishment,
pursuant the provisions of art. 1, paragraphs 358 and 359 of Law
228/2012, of an administration under a government-appointed
Commissioner, introduced by decree of the Ministry of Environment
and Protection of the Sea on 3 January 2013, concerning the critical
situation in the management of municipal waste in the Province of
Rome.
With reference to the territorial consolidation of Aquaser, Samace
owner of a composting plant for the treatment of sludge and
organic waste and a liquid waste treatment plant, was bought up
on 5 July 2013.
In the electricity generation sector structural work will be done to
repair the Castel Madama power station (settling of the feeder
tunnels) and current industrial projects will continue with particular
reference to the extension of the district heating network, where
work has been continuing for the last 3 years at least, for the
Torrino-Mezzocammino south district in Rome. Furthermore, to
increase the production efficiency of the Tor di Valle plants, the
planning, design and management of the authorisation procedure
for the modernization of the site will be completed so work can
start.
In the water segment, the primary goal will be to resolve tariffrelated issues, which still characterise some areas of the ATOs,
as well as the implementation of the necessary steps to contain
working capital. The tariff method proposed is already in line with
the general requirements of the Water Tariff Method introduced by
Resolution No. 643/2013/R/Idr on 27 December 2013. Therefore, in
the coming months the companies in the area will be defining tariff
proposals for 2014 - 2015 with the various Area Authorities.
As regards the networks sector, AEEGSI Resolution No. 157/2012
of 26 April that approved ACEA Distribuzione reference tariff
eliminated the uncertainty arising from the provisional tariff, albeit
some uncertainty remains, associated with the still undefined
equalisation items related to the third regulatory period. To these
regulatory uncertainties, one should add the difficulties in the
operating environment that affect the ability to comply with
technical and managerial standards. The main actions to be taken,
in fact, shall continue to focus on capital expenditure, processes
and organization.
In the electrical energy trade market, there will be all the more focus
on the careful selection of customers, with particular reference
to solvency, continuing to grow in terms of commercial expansion
in the mass market with the aim of acquiring domestic and small
business customers.
A goal vendors have all but reached is to implement all the
necessary measures aimed at constantly improving the billing and
sales process in order to contain working capital growth and help
curb the Group’s debt.
As in previous years, the ACEA Group is continuing to streamline
business processes and to pursue operating efficiency and strong
cost containment with the aim of counteracting the effects of the
crisis.
The ACEA Group’s financial structure is solid for years to come, as
the entire debt is characterised by long-term maturities with an
average lifespan of about 7 years. 62% of debt is fixed rate in order
to ensure protection against any increases in interest rates as well
as any financial or credit volatility.
As of today, ACEA has committed and uncommitted credit lines
totalling approximately 1.2 billion euros, of which 300 million euros
mature after 2014.
The long-term ratings assigned to ACEA by the main international
rating agencies are as follows:
• Standard & Poor’s: “BBB-”;
• Fitch’s ‘BBB+’
• Moody’s “Baa2”.
67
EXTENSION IN ACCORDANCE WITH ART. 2364, PARAGRAPH 2, OF THE ITALIAN CIVIL CODE
On 24 March 2014, with the approval of the Board of Auditors,
the Board of Directors passed a resolution for the extension of
the time limits for approval of the 2013 Financial Statements in
accordance with art. 2364, paragraph 2 of the Italian Civil Code
and art. 11, paragraph 1 of the Articles of Association as it was
necessary to wait for the Resolution approved on 5 March 2014
by the AATO 5 Mayors’ Conference on ACEA Ato5’s 2012 and
68
2013 Integrated Water Service tariffs to be published, and for the
analysis of the amendments that derive from the application, from
1 January 2014, of the new accounting principles on control and
consolidation (IFRS10 and IFRS11) to be completed integrating
accordingly the accounting of the financial statements and the
consolidated financial statements.
RESOLUTIONS ON PROFIT FOR THE YEAR AND DISTRIBUTION TO SHAREHOLDERS
Dear Shareholders,
in inviting you to approve the financial statements, we propose that the profit of 94.478.690,76 euros for the year ended 31 December 2013
be allocated as follows:
• 4.723.934,54 euros to the legal reserve, equal to 5%,
• 53.241.225,00 euros to shareholders, corresponding to a unit dividend of 0.25 euro, to cover the advance on the dividend paid on 02 January
2014, with prior detachment date of coupon no. 14 on 23 December 2013, and record date 30 December 2013,
• 36,204,033.00 to the Shareholders, corresponding to a unit dividend of 0.17 euros, for the balance of the 2013 dividend.
• 309,498.22 carried forward
The dividend for the balance, coupon no. 15, equal to 0.17 euro per share, shall be paid from 26 June 2014 with a detachment date of 23 June
and a record date of 25 June.
At the date of approval of the financial statements, treasury shares total 416,993.
ACEA S.p.A.
The Board of Directors
69
2013
FOR THE YEAR ENDED
31 DECEMBER 2013
71
FORM AND STRUCTURE
GENERAL INFORMATION
ALTERNATIVE PERFORMANCE INDICATORS
The ACEA S.p.A. financial statements for the financial year as at 31
December 2013 were approved by Board of Directors’ resolution on 10
March 2014. The accounting information was subsequently updated
to represent, as a consequence of the completion of the examination
carried out, also the qualitative effect from 1 January 2014 on the
scope of consolidation as a result of the introduction of IFRS10 and
IFRS11 as specified in detail on pages 102 and 103. ACEA SpA is an
Italian joint-stock company, whose shares are traded on the Milan
Stock Exchange.
1. for ACEA, gross operating profit is an operating performance
indicator, the sum of Operating profit and “Amortisation,
depreciation, provisions and impairment charges”;
2. the net financial position is an indicator of ACEA’s financial
structure, the sum of Non-current borrowings and Financial
liabilities net of Non-current financial assets (loans and
receivables and securities other than equity investments),
Current borrowings and Other current liabilities net of current
financial assets, cash and cash equivalents;
COMPLIANCE WITH IAS/IFRS
The financial statements have been prepared under the International
Financial Reporting Standards (IFRS) effective at the balance sheet
date, approved by the International Accounting Standards Board
(IASB) and adopted by the European Union, consisting of the
International Financial Reporting Standards (IFRS), International
Accounting Standards (IAS) and interpretations of the International
Financial Reporting Interpretations Committee (IFRIC) and Standing
Interpretations Committee (SIC), collectively referred to as “IFRS”
and in accordance with art. 9 of Legislative Decree 38/05.
Acea S.p.A. has adopted International Financial Reporting Standards
(IFRS) as of 2006, with the date of transition to IFRS established as
1 January 2005. The last financial statements prepared under Italian
accounting standards relate to 31 December 2005.
BASIS OF PRESENTATION
The Financial statements for the year ended 31 December 2013
consist of the Statement of Financial Position, Income Statement,
Statement of Comprehensive Income, Statement of Cash Flows and
Statement of Changes in Shareholders’ Equity, all of which have been
prepared under IAS 1. They also include notes prepared under the
IAS/IFRS currently in effect.
The Income Statement is classified on the basis of the nature of
expenses, the Statement of Financial Position is based on the
liquidity method by dividing between current and non-current items,
whilst the Statement of Cash Flows is presented using the indirect
method.
USE OF ESTIMATES
In application of IFRS, preparation of the Financial Statements
requires management to make estimates and assumptions that
affect the reported amounts of revenue, costs, assets and liabilities
and the disclosure of contingent assets and liabilities as at the
reporting date. The actual amounts may differ from such estimates.
Estimates are used for the recognition of provisions for credit
risk, obsolescent inventories, impairment charges incurred on
assets, employee benefits, fair value of derivatives, taxes and other
provisions. The original estimates and assumptions are periodically
reviewed and the impact of any change is recognised in the income
statement.
In addition, it should be noted that certain estimation processes,
particularly the more complex such as the calculation of any
impairment of non-current assets, are generally performed in full
only when drafting of the annual financial statements, unless there
are signs of impairment that call for immediate impairment testing.
The Financial statements for the year ended 31 December 2013 have
been prepared in euros and all amounts have been rounded off to
the nearest thousand euros, unless otherwise indicated.
Note that the 2012 financial year was subject to restatement
when amendments to IAS 19 came into effect: in summary the
amendments concern the abolition of the corridor method for the
recognition of actuarial gains and losses to be recognized instead in
“Other Comprehensive Income” (OCI).
As for ACEA, the impact of these changes meant an increase in
liabilities evaluated on the basis of IAS19 equal to 7,827 thousand
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euros, a 1,984 thousand euros increase in deferred tax assets and
a reduction in Shareholders’ Equity of 5,843 thousand euros. These
values also include a review of the discount rate compared to the
rate used at the end of 2012.
The most significant accounting standards and policies are
described below.
2013 ACEA FINANCIAL STATEMENTS | FINANCIAL STATEMENTS OF ACEA S.P.A.
NON-CURRENT ASSETS HELD FOR SALE
REVENUE RECOGNITION
Non-current assets (and assets included in disposal groups)
classified as held for sale are accounted for at the lower of their
previous carrying amount and their market value less sale costs.
Non-current assets (and assets included in disposal groups) are
classified as held for sale when their carrying amount is expected
to be recovered through a sale transaction rather than through
their continued use. This condition is only met when the sale is
highly probable, the asset (or asset included in a disposal group)
is available for immediate sale in its present condition and
management is committed to the sale, which is expected to take
place within twelve months of the classification of this item.
Revenue is recognised when the amount of revenue can be reliably
measured and it is probable that the economic benefits associated
with the transaction will flow to ACEA S.p.A. Depending on the type
of transaction, revenue is recognised on the basis of the following
specific criteria:
EXCHANGE RATE DIFFERENCE
Acea S.p.A. and its European subsidiaries have adopted the euro
(€) as their functional and presentation currency. Foreign currency
transactions are initially recognised at the exchange rate on the
date of the transaction. Foreign currency monetary assets and
liabilities are translated into the functional currency using the
exchange rate valid at the end of the reporting period. Exchange
differences are recognised in the income statement, with the
exception of differences deriving from foreign currency loans
taken out in order to hedge a net investment in a foreign entity.
Such exchange differences are taken directly to shareholders’
equity until disposal of the net investment, at which time any
differences are recognised as income or expenses in the income
statement. The tax effect and tax credits attributable to exchange
differences deriving from this type of loan are also taken directly
to shareholders’ equity. Foreign currency non-monetary items
accounted for at historical cost are translated at the exchange
rate valid on the date the transaction was initially recorded. Nonmonetary items accounted for at fair value are translated using the
exchange rate valid at the date the value was determined.
The functional currency used by the Group’s Latin American
companies is the official national currency. At the balance sheet
date, the assets and liabilities of these companies are translated
into ACEA S.p.A.’s presentation currency at closing rates, whilst
income and expenses are translated at average rates for the
period or at the rates valid at the date of the related transactions.
Exchange differences, resulting from the use of different rates to
translate income and expenses as opposed to assets and liabilities,
are taken directly to shareholders’ equity and recognised as a
separate component of equity. On disposal of a foreign economic
activity, the cumulative exchange differences deferred in a separate
component of shareholders’ equity are recognised in the income
statement.
SALE OF GOODS
Revenue is recognised when the significant risks and rewards of
ownership of the goods have been transferred to the buyer.
RENDERING OF SERVICES
Revenue is recognised with reference to the stage of completion
of the transaction based on the same criteria used for contract
work in progress. When the amount of the revenue cannot be
reliably determined, revenue is recognised only to the extent of the
recognised expenses that are recoverable.
FINANCIAL INCOME
Interest income is recognised on a time proportion basis that
takes account of the effective yield on the asset (the rate of
interest required to discount the stream of future cash receipts
expected over the life of the asset to equate to the initial carrying
amount of the asset). Interest is accounted for as an increase in
the value of the financial assets recorded in the accounts.
DIVIDEND INCOME
Dividend income is recognised when the shareholder’s right to
receive payment is established.
Dividend income is classified as a component of financial income
in the income statement.
GRANTS
Grants related to plant investments received from both public
and private entities are accounted for at fair value when there
is reasonable assurance that they will be received and that the
envisaged conditions will be complied with.
Grants related to specific plants whose value is recorded under
plant, property and equipment are recognised as non-current
liabilities and progressively recognised in the income statement
on a straight-line basis over the useful life of the asset to which
they refer.
Grants related to income (disbursed in order to provide an
enterprise with immediate financial aid or as compensation
for expenses and losses incurred in a previous period) are
recognised in the income statement in full, once the conditions for
recognition have been complied with.
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CONSTRUCTION CONTRACTS
TAXATION
Construction contracts are accounted for on the basis of the
contractual payments accrued with reasonable certainty,
according to the percentage of completion method (cost to
cost), attributing revenue and profits of the contract to the
individual reporting periods in proportion to the stage of contract
completion. Any positive or negative difference between contract
revenue and any prepayments received are recognised in assets
or liabilities.
In addition to contract fees, contract revenue includes variations,
price changes and the payment of incentives to the extent that
it is probable that they will form part of actual revenue and that
they can be reliably determined. Expected losses are recognised
regardless of the stage of contract completion.
Income taxes for the period represent the aggregate amount of
current taxes (under the tax consolidation arrangement) and deferred
taxes.
Current taxes are based on the taxable profit (tax loss) for the period.
Taxable profit (tax loss) differs from the accounting profit or loss as
it excludes positive and negative components that will be taxable or
deductible in other periods and also excludes items that will never be
taxable or deductible. Current tax liabilities are calculated using the
tax rates enacted or substantively enacted at the end of the reporting
period, and taking account of tax instruments permitted by tax
legislation (the domestic tax consolidation regime, tax transparency).
Deferred taxes are the taxes expected to be paid or recovered on
temporary differences between the carrying amounts of assets and
liabilities in the Statement of Financial Position and the corresponding
tax bases, accounted for using the liability method. Deferred tax
liabilities are generally recognised on all taxable temporary differences,
whilst deferred tax assets are recognised to the extent that it is
probable that future taxable profit will be available against which the
temporary difference can be utilised.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that, based on the
plans approved by the Board of Directors, it is no longer probable that
sufficient future taxable profit will be available against which all or part
of the assets can be recovered.
Deferred taxes are determined using tax rates that are expected to
apply to the period in which the asset is realised or the liability settled.
Deferred taxes are taken directly to the income statement, with the
exception of those relating to items taken directly to shareholders’
equity, in which case the related deferred taxes are also taken to
equity.
BORROWING COSTS
Borrowing costs that are directly attributable to the acquisition,
construction or production of a qualifying asset (an asset that
necessarily takes a substantial period of time to get ready for its
intended use or sale) are capitalised as part of the cost of the asset
until it is ready for use or sale. Income on the temporary investment
of the borrowings is deducted from the capitalised borrowing costs.
All other borrowing costs are recognised as an expense in the period
in which they are incurred.
EMPLOYEE BENEFITS
Post-employment employee benefits in the form of defined
benefit and defined contribution plans (such as Staff Termination
Benefits, Bonuses, Tariff Subsidies, as described in the notes) or
other long-term benefits are recognised in the period in which the
related right accrues. The valuation of the liabilities is performed
by independent actuaries. Such funds and benefits are not
financed.
The cost of the benefits involved in the various plans is
determined separately for each plan based on the actuarial
valuation method, using the projected unit credit method to carry
out actuarial valuations at the end of the reporting period.
The profit and loss deriving from the actuarial calculations are
recorded in the operating profit, therefore in a specific Equity
Reserve, and are not subject to subsequent recognition in the
income statement.
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PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost, including any directly
attributable costs of making the asset ready for its intended use, less
accumulated depreciation and any accumulated impairment charges.
The cost includes the costs of dismantling and removing the asset
and cleaning up the site at which the asset was located, if covered
by the provisions of IAS 37. Each component of an asset with a cost
that is significant in relation to the total cost of the item, and having a
different useful life, is depreciated separately.
Land, whether free of constructions or annexed to civil and industrial
buildings, is not depreciated as it has an unlimited useful life.
Depreciation is calculated on a straight-line basis over the expected
useful life of the asset, applying the following rates:
DESCRIPTION
ECONOMIC/TECHNICAL RATE
PLANT AND MACHINERY USED IN OPERATIONS
Min
Max
1.25%
6.67%
OTHER PLANT AND MACHINERY
4%
INDUSTRIAL AND COMMERCIAL EQUIPMENT USED IN OPERATIONS
2.5%
OTHER INDUSTRIAL AND COMMERCIAL EQUIPMENT
6.67%
6.67%
OTHER ASSETS USED IN OPERATIONS
12.50%
OTHER ASSETS
6.67%
MOTOR VEHICLES USED IN OPERATIONS
19%
8.33%
OTHER MOTOR VEHICLES
16.67%
Plant and machinery in the course of construction for use in
operations, or for purposes yet to be determined, is stated at cost,
less any impairment charges. The cost includes any professional
fees and, in the case of certain assets, interest expense
capitalised in accordance with the Company’s accounting policies.
Depreciation of such assets, in line with all the other assets, begins
when they are ready for use. In the case of certain complex assets
subject to performance tests, which may be of a prolonged nature,
readiness for use is recognised on completion of the related tests.
An asset held under a financial lease is depreciated over its
expected useful life, in line with assets that are owned, or, if lower,
over the lease term.
Gains and losses deriving from the disposal or retirement of an
asset are determined as the difference between the estimated net
disposal proceeds and the carrying amount of the asset and are
recognised as income or expense in the income statement.
INVESTMENT PROPERTY
Investment property, represented by property held to earn rentals
or for capital appreciation or both, is stated at cost, including
any negotiating costs less accumulated depreciation and any
impairment charges.
useful life of the asset. The rates applied range from a minimum of
1.67% to a maximum of 11.11%.
Investment property is eliminated from the accounts when sold or
when the property is unusable over the long-term and its sale is not
expected to provide future economic benefits.
Sale and lease-back transactions are accounted for based on the
substance of the transaction. Reference should therefore be made
to the policy adopted for Leasing.
Any gain or loss deriving from the elimination of an investment
property is recognised as income or expense in the income
statement in the period in which the elimination takes place.
INTANGIBLE ASSETS
INTANGIBLE ASSETS ACQUIRED SEPARATELY OR DERIVING
FROM A BUSINESS COMBINATION
Intangible assets acquired separately are capitalised at cost, whilst
those deriving from a business combination are capitalised at fair
value at the date of acquisition. After initial recognition, an intangible
asset is carried at cost. The useful life of an intangible asset may be
defined as finite or indefinite.
Intangible assets are tested for impairment annually: the tests are
conducted in respect of each intangible asset or, if necessary, in
respect of each cash-generating unit.
The useful life of an asset is reviewed annually and, where
applicable, any adjustments are made on a prospective basis.
Gains and losses deriving from the disposal of an intangible asset
are determined as the difference between the estimated net
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are recognised as an expense
during the period in which they are incurred. Development costs
incurred in relation to a specific project are capitalised when
there is reasonable assurance that they will be recovered in
future periods. After initial recognition, such costs are carried at
cost, which may be reduced by any accumulated amortisation or
accumulated impairment charges.
Each capitalised development cost is amortised throughout the
period in which the related project is expected to generate future
economic benefits.
The carrying amount of development costs is subject to an annual
impairment review when the asset is not yet in use, or more
frequently when an indicator during the period raises doubts about
whether or not the carrying amount is recoverable.
75
BRANDS AND PATENTS
EQUITY INVESTMENTS
These assets are initially recognised at cost and amortised on a
straight-line basis over the useful life of the asset.
With regard to the rates of depreciation, the following is noted:
• development costs are amortised on a straight-line basis over a
period of five years based on the expected residual useful life of
the asset;
• intellectual property is amortised over an estimated useful life of
three years.
Equity investments in subsidiaries and associates are recognised in
the statement of financial position at cost, after taking account of
any impairment of the value of individual investments. The purchase
or subscription cost, in the case of investments transferred,
corresponds to the value estimated by independent experts in
accordance with art. 2343 of the Italian Civil Code.
Any excess in the cost of the acquisition over the Company’s
interest in the fair value of the investee company’s shareholders’
equity at the date of the acquisition is recognised as goodwill.
Goodwill is included in the carrying amount of the equity
investment and subject to impairment reviews. Any resulting
impairment charges are not reversed if the circumstances that led
to the impairment no longer exist.
The portion of an impairment that exceeds the value of
shareholders’ equity is posted to provisions for liabilities and
charges, despite the existence of receivables due and until the
claim on such receivables is formally waived. The cost of liquidating
equity investments is taken into account in the measurement of the
investments themselves, regardless of any provisions posted in the
financial statements of the related companies.
Equity investments in other companies, held as non-current
financial assets and not for trading, are accounted for at fair
value if determinable: in this case, fair value gains and losses are
recognised directly in shareholders’ equity until the investment is
sold, when all the accumulated gains and losses are recognised in
the income statement for the period.
Equity investments in other companies for which the fair value is
unknown are accounted for at cost and written down in the event
of anything other than a temporary impairment. Dividend income
is recognised in the income statement when the right to receive
payment is established and when deriving from distributions of
profits subsequent to acquisition of the equity investment. Should
dividend income derive from the distribution of reserves formed
prior to acquisition of the investment, the amount received is
accounted for as a reduction of the cost of the equity investment.
IMPAIRMENT OF ASSETS
At each balance sheet date, ACEA S.p.A. reviews the value of its
tangible and intangible assets to assess whether there is any
indication that an asset may be impaired. If any indication exists, the
Group estimates the recoverable amount of the asset in order to
determine the impairment charge.
When it is not possible to estimate the recoverable amount of the
individual asset, ACEA S.p.A. estimates the recoverable amount of
the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives, including goodwill,
are tested for impairment annually and each time there is any
indication that an asset may be impaired, in order to determine the
impairment charge.
The recoverable amount is the higher of an asset’s fair value less
costs to sell and the value in use. In calculating value in use, future
cash flow estimates are discounted using a pre-tax rate that reflects
current market assessments of the value of money and the risks
specific to the business.
If the recoverable amount of an asset (or cash-generating unit) is
estimated to be less than its carrying amount, the carrying amount
is reduced to its recoverable amount. An impairment charge is
immediately recognised as an expense in the income statement,
unless the asset is represented by land or buildings, other than
investment property, carried at a revalued amount, in which case
the impairment charge is treated as a revaluation decrease.
When an impairment no longer exists, the carrying amount of the
asset (or cash-generating unit), with the exception of goodwill, is
increased to its new estimated recoverable amount. The reversal
must not exceed the carrying amount that would have been
determined (net of amortisation or depreciation) had no impairment
charge been recognised for the asset in prior periods. The reversal
of an impairment charge is recognised immediately as income in the
income statement, unless the asset is carried at a revalued amount,
in which case the reversal is treated as a revaluation increase.
Where an impairment charge is recognised in the income statement,
it is included among amortisation, depreciation and impairment
charges.
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TREASURY SHARES
The cost of purchasing treasury shares is accounted for as a
reduction of shareholders’ equity. The effects of any subsequent
transactions involving the shares are also recognised directly in
shareholders’ equity.
FINANCIAL INSTRUMENTS
Financial assets and liabilities are recognised at the time ACEA
S.p.A. becomes party to the contract terms applicable to the
instrument.
FINANCIAL ASSETS WITH REGARD TO SERVICE CONCESSION
ARRANGEMENTS
With reference to the application of IFRIC 12 to the public lighting
service concession, ACEA adopted the Financial Asset Model which
revealed financial assets to the extent in which the company has an
unconditional right to receive cash flows.
TRADE RECEIVABLES AND OTHER ASSETS
Trade receivables, which have normal commercial terms, are
recognised at face value less estimated provisions for the
impairment of receivables.
The estimate of uncollectible amounts is made when collection of
the full amount is no longer probable.
Trade receivables refer to the invoiced amount which, at the date
of these financial statements, is still to be collected, as well as the
receivables for revenues for the period relating to invoices that will
be issued later.
FINANCIAL ASSETS
Financial assets are recognised and derecognised at the trade date
and initially recognised at cost, including any directly attributable
acquisition costs.
At each future balance sheet date, the financial assets that the
Group has a positive intention and ability to hold to maturity (heldto-maturity financial assets) are recognised at amortised cost using
the effective interest method, less any impairment charges applied
to reflect impairments.
Financial assets other than those held to maturity are classified as
held for trading or as available for sale, and are stated at fair value
at the end of each period.
When financial assets are held for trading, gains and losses deriving
from changes in fair value are recognised in the income statement
for the period. In the case of financial assets that are available
for sale, gains and losses deriving from changes in fair value are
recognised directly in a separate item of shareholders’ equity until
they are sold or impaired. At this time, the total gains and losses
previously recognised in equity are recycled through the income
statement for the period. The total loss must equal the difference
between the acquisition cost and current fair value.
The fair value of financial instruments traded in active markets
is based on quoted market prices (bid prices) at the end of the
reporting period. The fair value of investments that are not traded
in an active market is determined on the basis of quoted market
prices for substantially similar instruments, or calculated on the
basis of estimated future cash flows generated by the net assets
underlying the investment.
Purchases and sales of financial assets, which imply delivery within
a timescale generally defined by the regulations and practice of the
market in which the exchange takes place, are recognised at the
trade date, which is the date the Group commits to either purchase
or sell the asset.
Non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market are initially stated at fair
value.
After initial recognition, they are carried at amortised cost using the
effective interest method.
At each end of reporting period, the Group assesses if there has
been an impairment for a financial asset, or a group of financial
assets. A financial asset or a group of financial assets is subject to
impairment if, and only if, there is evidence of an impairment, as
a consequence of one or more events that occurred after initial
recognition, which had an impact on future estimated cash flows.
An impairment can be shown by indicators such as financial
difficulties, failure to meet obligations, non-payment of significant
amounts, the probability that the debtor goes bankrupt or is subject
to another form of financial reorganisation, and if objective data
shows that there is a measurable decrease in future estimated
cash flows.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash at bank and in hand,
demand deposits and highly liquid short-term investments, which
are readily convertible into cash and are subject to an insignificant
risk of change in value.
FINANCIAL LIABILITIES
They are stated at amortised cost. Borrowing costs (transaction
costs) and any issue premiums or discounts are recognised as
direct adjustments to the nominal value of the borrowing. Net
financial costs are consequently re-determined using the effective
rate method.
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are initially recognised at cost and
then re-measured to fair value at subsequent end of the reporting
periods. They are designated as hedging instruments when the
hedging relationship is formally documented at its inception and
the periodically verified effectiveness of the hedge is expected to
be high.
Fair Value Hedges are recognised at fair value and any gains or
losses recognised in the Income Statement. Any gains or losses
resulting from the fair value measurement of the hedged asset or
liability are similarly recognised in the Income Statement.
In the case of Cash Flow Hedges, the portion of any fair value gains
or losses on the hedging instrument that is determined to be an
effective hedge is recognised in shareholders’ equity, whilst the
ineffective portion is recognised directly in the Income statement.
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TRADE PAYABLES
PROVISIONS FOR LIABILITIES AND CHARGES
Trade payables, which have normal commercial terms, are stated at
face value.
Provisions for liabilities and charges are made when ACEA has
a present (legal or implicit) obligation to meet as a result of a
past event, should it be probable that an outflow of resources be
required to settle the obligation and the related amount has been
reliably estimated.
Provisions are measured on the basis of Management’s best
estimate of the expenditure required to settle the present
obligation at the end of the reporting period, and are discounted
when the effect is significant.
DERECOGNITION OF FINANCIAL INSTRUMENTS
Financial assets are derecognised when ACEA S.p.A. has transferred
all the related risks and the right to receive cash flows from the
investments.
A financial liability (or portion of a financial liability) is derecognised
when, and only when, it is extinguished, i.e. when the obligation
specified in the contract is either fulfilled, cancelled or expires.
If a previously issued debt instrument is repurchased, the debt
is extinguished, even if the Group intends to resell it in the near
future. The difference between the carrying amount and the
amount paid is recognised in the income statement.
ACCOUNTING STANDARDS, AMENDMENTS, INTERPRETATIONS AND IMPROVEMENTS
APPLIED FROM 1 JANUARY 2013
The following documents have already been issued by the IASB and endorsed by the European Union as amendments to international
accounting standards in force from 1 January 2013:
AMENDMENTS TO IAS 1:
PRESENTATIONS OF ITEMS OF OTHER COMPREHENSIVE
INCOME
On 16 June 2011, the IASB issued the document “Presentations of
Items of Other Comprehensive Income (amendments to IAS 1)”,
the result of joint work carried out with the FASB, which provides
a guide on the presentation and classification of items contained
in the statement of Other Comprehensive Income (“OCI”).
The standard does not modify the possibility of presenting all
revenue and cost items recorded in one financial year in a single
statement of comprehensive income, or in two statements: one
statement which shows profit (loss) components for the year
(separate income statement) and a second statement which
starts with profits (losses) for the year and shows the items of the
statement of Other Comprehensive Income.
The standard requires items of Other Comprehensive Income be
grouped together into two categories, depending on whether they
can be reclassified or not, in the income statement in a future
period.
The amendments to the standard were endorsed and published
in Official Journal of the European Union No. 146 on 6 June 2012.
They must be retrospectively applied to financial statements in
years beginning 1 July 2012 or thereafter.
78
AMENDMENTS TO IAS 19:
“EMPLOYEE BENEFITS”
On 16 June 2011, the IASB issued an amended version of IAS 19
“Employee Benefits”.
Said document modifies the accounting of defined benefit plans
and termination benefits.
In the first place, it eliminated the possibility of using the “corridor
method” for recording actuarial profits and losses. In particular,
all actuarial profits and losses must be recorded in the statement
of Other Comprehensive Income (“OCI”), with no other option
available, in order to show the complete net balance of the plan
surplus/deficit in the statement of financial position. During the
transition in line with the requirements of the amended standard,
an entity that currently uses the “corridor method” may have to
record a higher liability/lower asset in the Statement of Financial
Position (with a matching entry in the Other Comprehensive
Income and, therefore, Equity). When fully applied, said
amendment will generate higher volatility in the statement of
financial position and in the statement of Other Comprehensive
Income, but the income statement will no longer be affected by
the amortisation of actuarial profits/losses.
Secondly, provision is made for a new approach to the
presentation and accounting of changes in the following
components of defined benefit obligations and plan assets in the
income statement and the statement of Other Comprehensive
Income:
• Service Costs are charged to the income statement: these
include costs for services provided in the year, effects generated
by past service costs and curtailments (both now recorded
immediately in the year they occur) and profits/losses generated
by settlement of the plan (in particular, generated by payments
not in keeping with the terms of the plan, for example, early
termination of the plan)
• Net Interests which are recorded in the income statement,
• Remeasurements which are booked to the Statement of Other
Comprehensive Income: these include, among other things,
actuarial profits/losses on plan liabilities. Remeasurements
are never reclassified to the income statement, but can be
transferred to shareholders’ equity (e.g. among profit reserves).
Thirdly, the new Standard requires additional disclosures, to be
provided in the notes.
in Official Journal of the European Union No. 146 of 6 June 2012.
They must be applied to financial statements in years beginning
1 January 2013 or thereafter and early adoption is permitted.
Retrospective application is required with certain exceptions and
comparative sensitivity analysis for financial years starting before 1
January 2014.
amendments at the latest from the beginning of the first annual
period starting after the date the regulation comes into effect
(third day after publication in the Official Journal of the European
Union) or subsequently.
IFRS 13 establishes a single IFRS framework for fair value
measurements and provides a complete guide on how to measure
the fair value of financial and non-financial assets and liabilities.
IFRS 13 applies when another IFRS requires or allows fair value
measurements or requires additional information on fair value
measurements.
The companies shall begin applying IFRS 13, at the latest, on the
first day of the first financial year beginning on or after 1 January
2013.
IMPROVEMENTS TO IFRSS (2009-2011 CYCLE)
The document was published by the IASB in May 2012 and
endorsed by Regulation (EU) No. 301 on 27 march 2013. This is
the result of the fourth annual improvement process which aims
to simplify and clarify international accounting standards and the
relevant interpretations of the same. Amendments must be applied
in financial statements for years beginning on or after 1 January
2013.
AMENDMENTS TO IFRS 1 “FIRST-TIME ADOPTION OF
INTERNATIONAL FINANCIAL REPORTING STANDARDS - SEVERE
HYPERINFLATION AND REMOVAL OF FIXED DATES FOR FIRSTTIME ADOPTERS” AND TO IAS 12 “INCOME TAXES - DEFERRED
TAX: RECOVERY OF UNDERLYING ASSETS”, ADOPTION OF IFRS
13 “FAIR VALUE MEASUREMENT”
With Regulation (EU) No. 1255/2012 of the Commission of
11 December 2012, published in Official Journal L 360 on 29
December 2012, the amendments to IFRS 1 “First-time adoption of
International Financial Reporting Standards - Severe hyperinflation
and removal of fixed dates for first-time adopters” and to IAS 12
“Income taxes - Deferred tax: recovery of underlying assets” were
adopted. IFRS 13 Fair value measurement, published by the IASB
on 12 May 2011, was also adopted.
The objective of the amendments to IFRS 1 is to introduce a new
exception to the scope of application of IFRS 1: entities that were
subject to severe hyperinflation are authorised to use fair value to
replace the cost of assets and liabilities in their first statement of
financial position drawn up in compliance with IFRS.
Furthermore, those amendments also replace the references to
fixed dates in IFRS 1 with references to the transition date.
As regards IAS 12, which defines the accounting of income taxes,
the objective of the amendments is to introduce an exception to
the measurement principle into the principle itself in the form of
a rebuttable presumption based on which the carrying amount of
the investment property measured based on the fair value model
would be recovered through sale, and an entity would be required
to apply the tax rate applicable to the sale of the underlying asset.
Companies are required to apply the aforementioned
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ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLICABLE
AFTER THE END OF YEAR AND NOT ADOPTED IN ADVANCE
A)NEW ACCOUNTING STANDARDS, AMENDMENTS TO
ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED
IN THE EUROPEAN UNION
IFRS 10 – CONSOLIDATED FINANCIAL STATEMENT
IFRS 12 – DISCLOSURE OF INTERESTS IN OTHER ENTITIES
The documents were issued on 12 May 2011 as part of the IASB
project aimed at incorporating two consolidation criteria present in
IAS 27 (more focused on control) and SIC 12 (more focused on risks
and benefits) into a single standard, and therefore providing the most
complete guidelines for establishing under what conditions an SPE
or an entity whose majority of voting rights (also potential) is not held
should be consolidated or not.
In summary, a situation of control occurs when it can be demonstrated
that the investor has the power to make decisions about the business
of the company in which he has invested and when the investor is
exposed to the variability of that company’s returns, and therefore is
able to use his power to influence its returns.
IFRS 11 – JOINT ARRANGEMENTS
The document was issued on 12 May 2011, and is intended to
replace the current IAS 31. IFRS 11 is based on the following core
principles:
• classification of arrangements in only two manners (joint operation
and joint venture) instead of the three set forth in IAS 31
• distinction between the two types of arrangement based on
their content
• reporting of contractual rights and obligations resulting from the
arrangement on the basis of its content
• assessment of the investment in a joint venture based on the
shareholders’ equity method instead of the proportionate
method, which is no longer permitted.
The new standard sets forth that:
1. if the assets and liabilities are not contained in a special
vehicle, the joint arrangement is a joint operation
2. if the arrangement’s assets and liabilities are contained in
any vehicle (partnership, joint stock company, consortium,
etc.) the joint arrangement may be either a joint operation or
a joint venture.
In a nutshell, a joint arrangement is a joint venture if:
• the arrangement’s assets and liabilities are contained in a
vehicle whose legal form does not grant the parties rights to
the assets and obligations for the liabilities contained in the
vehicle,
• contractual agreements do not change the vehicle’s legal form
and
• the vehicle is able to operate independently from the parties.
The principles were endorsed and published in Official Journal of
the European Union No. 360 on 29 December 2012. The companies
shall begin applying IFRS 10, IFRS 11, IFRS 12, the amended IAS 27
and the amended IAS 28, at the latest, on the first day of the first
financial year beginning on or after 1 January 2014.
Although the accounting principles have been endorsed at the end
of 2012, throughout 2013, and in the early months of 2014, there
were several issues concerning the application of the international
accounting standards described above. These issues are principally
80
due to the significant change in the method of accounting for joint
ventures introduced with IFRS11. It should be noted that, in January,
2014, the IFRIC received numerous requests for clarifications on
the application of IFRS11 in relation to which there are still some
important issues concerning the classification of joint arrangement
in the two types of joint operations and joint ventures.
In order to certify whether the new concept of control will mean
changes in the consolidation method for some investments,
the Group analysed corporate deeds and documents (by-laws,
shareholders’ agreements, contracts, …).
As well as this on the paper analysis, the effective and concrete
dynamics of corporate governance were acknowledged, also
allowing for the identity of the shareholders, the object of the
respective equity investments and the contribution of each party
to the development of business.
Said analysis concerns many investments in ACEA Group
Companies with particular reference to the investments in the
Water companies operating in Tuscany, Umbria and Campania,
which on the basis of existing corporate or shareholding
provisions on the structure of ownership and governance are
consolidated using the proportional method.
Despite the fact that ACEA represents the Industrial Partner
in the Company in question, and through the Chief Executive
Officer with partial designation rights, has ample administrative
powers over all operating segments, the result of the analysis
confirmed the investments in the Water companies in Tuscany,
Umbria and Campania are conventionally considered within
the scope of application of IFRS 11 so, from 1 January 2014,
the only consolidation method allowed is the equity method.
Consequently, the succinct results of these investments deriving
from consolidation using the equity method will be conventionally
included in the Group EBITDA as there have been no events that
determine the discontinuity of the structure of the corporate or
shareholding provisions and the administrative activities of the
industrial partner.
The legal entities subject to analysis are listed below.
Operating
segment
Company
Current
consolidation
method
2014
consolidation
method
Environment
Ecomed
Proportionate
Equity method
Energy
Umbria Energy
Proportionate
Line-by-line
Elga Sud
Proportionate
Line-by-line
Voghera Energia Vendite
Proportionate
Equity method
Agua Azul Consortium
Proportionate
Equity method
Acque and subsidiaries
Proportionate
Equity method
Publiacqua and subsidiaries
Proportionate
Equity method
Umbra Acque
Proportionate
Equity method
Acquedotto del Fiora
Proportionate
Equity method
GORI
Proportionate
Equity method
Aretina and Nuove Acque
Proportionate
Equity method
Ecogena
Proportionate
Equity method
S.p.A. in liquidation
Water
Networks
AMENDMENTS TO IFRS 10, IFRS 12 AND IAS 27
“INVESTMENT ENTITY”
Regulation (EU) No. 1174/2013 of the Commission of 20 November
2013 was published in Official Journal L 312 on 21 November
2013, and adopts the Amendments to IFRS 10, IFRS 12 and IAS 27
“Investment entity” published by the IASB on 31 October 2012.
The document makes some amendments to IFRS 10 and therefore
also to IFRS 12 and IAS 27 (2011) to grant companies managing and
evaluating its investments at fair value (generally called “Investment
entity”) exemption from the consolidation obligations required by
IFRS 10.
The ratio of the exemption derives from the fact that for said
company, the arrangement pursuant to the fair value measurement
of its investments is of greater significance than that deriving from
the consolidation of investment assets and liabilities.
Companies must apply these amendments for years beginning on
or after 1 January 2014. Earlier application is permitted.
Furthermore, the IASB amended IAS 32 in order to provide
additional instructions to decrease inconsistencies in the practical
application of the principle.
The companies shall begin applying the aforementioned
amendments to IFRS 7 and IAS 32 on the first day of their first
financial year which begins on or after 1 January 2013.
The additional amendments to IAS 32 shall apply, at the latest, on
the first day of their first financial year which begins on or after 1
January 2014.
This Regulation also cancels paragraph 13 of IFRS 7, which
should have occurred with the adoption of the Amendments to
IFRS 7 Financial instruments: Disclosures - Transfers of Financial
Assets were adopted with Regulation (EU) No. 1205/2011 of the
Commission of 22 November 2011. The provision in question
must be applied from 1 July 2011 in order to be effective. It must
be applied retroactively to ensure legal certainty for the issuers
concerned.
GUIDELINES FOR TRANSITIONAL PROVISIONS
(AMENDMENTS TO IFRS 10, 11 AND 12)
AMENDMENTS TO IAS 36 “DISCLOSURES ON RECOVERABLE
AMOUNT OF NON-FINANCIAL ASSETS”
Regulation (EU) 313/2013 of the Commission of 4 April 2013 was
published in Official Journal L 95 on 5 April 2013, adopting the Guidelines
to transitional provisions (Amendments to IFRS 10, 11 and 12).
The aim of the amendments is to clarify the intent of the IASB on first
publication of the guidelines for transitional provisions in IFRS 10.
The amendments also include a further streamlining of the transition
in IFRS 10, IFRS 11 and IFRS 12, limiting the obligation to provide
adjusted comparison information to the previous comparison period.
Furthermore, for information concerning non-consolidated structured
entities, the amendments exclude the obligation of presenting
comparative information for years before the date on which IFRS 12 is
applied for the first time.
The companies shall begin applying the amendments, at the latest, on
the first day of the first financial year beginning on or after 1 January
2014.
Regulation (EU) No. 1374/2013 of the Commission of 19 December
2013 was published in Official Journal L 346 on 20 December 2013,
adopting Disclosures on the recoverable amount of non-financial
assets (Amendments to IAS 36).
The amendments aim to clarify the information which must be
provided on the recoverable amount of assets, when this value
is based on fair value net of divestment costs, only for assets for
which the value has been reduced.
The companies shall begin applying the amendments, at the latest,
on the first day of the first financial year beginning on or after 1
January 2014.
AMENDMENTS TO IFRS 7 “FINANCIAL INSTRUMENTS:
DISCLOSURES - OFFSETTING FINANCIAL ASSETS AND
FINANCIAL LIABILITIES” AND TO IAS 32 “FINANCIAL
INSTRUMENTS: PRESENTATION - OFFSETTING FINANCIAL
ASSETS AND FINANCIAL LIABILITIES”
and adopts the Amendments to IFRS 7 Financial instruments:
Disclosures - Offsetting Financial Assets and Financial Liabilities
and to IAS 32 Financial instruments: Presentation - Offsetting
Financial Assets and Financial Liabilities (published by the IASB on
16 December 2011).
The amendments to IFRS 7 aim to provide additional quantitative
information to allow users to compare and reconcile information
generated by the application of IFRS and that generated by the
application of US Generally Accepted Accounting Principles (GAAP)
in a better way.
AMENDMENTS TO IAS 39 “FINANCIAL INSTRUMENTS:
RECOGNITION AND ASSESSMENT – NOVATION OF DERIVATIVES
AND CONTINUATION OF HEDGE ACCOUNTING”
2013 was published in Official Journal L 346 on 20 December 2013, and
adopts the Amendments to IAS 39 “Financial instruments: Recognition
and assessment – Novation of derivatives and continuation of hedge
accounting” published by the IASB on 27 June 2013.
The amendments concern the introduction of some exemptions to the
hedge accounting requirements of IAS 39 if an existing derivative must
be replaced with a new derivative which has, by law or regulation,
directly (or even indirectly) a Central Counterparty (CCP).
The document is inspired by the introduction of the European Market
Infrastructure Regulation (EMIR) on over-the-counter (OTC) derivatives,
which aims to implement central clearing for certain classes of OTC
derivatives (as required by the G20 in September 2009).
The amendments shall apply retrospectively, at the latest, on the first
day of the company’s first financial year which begins on or after 1
January 2014, with earlier application permitted.
81
B)NEW ACCOUNTING STANDARDS, AND IASB AMENDMENTS
TO ACCOUNTING STANDARDS
IFRS 9 FINANCIAL INSTRUMENTS - HEDGE ACCOUNTING
On 19 November 2013 the IASB published the document “IFRS 9
Financial Instruments - Hedge Accounting and amendments to
IFRS 9, IFRS 7 and IAS 39” concerning the requirements of the new
hedge accounting model.
The document aims to answer the criticism of the requirements
in IAS 39 held to be too strict and unsuitable for reflecting the risk
management policies of entities.
The greater flexibility of the new accounting rules is
counterbalanced by requests for additional information on the
company’s risk management activities.
The endorsement procedure has currently been suspended.
ANNUAL IMPROVEMENTS:
2010-2012 CYCLE E 2011-2013 CYCLE
On 12 December 2013 the IASB published the documents
“Annual Improvements to IFRSs: 2010-2012 Cycle” and “Annual
Improvements to IFRSs: 2011-2013 Cycle” adopting these
amendments to principles in the annual process of improvement of
the same, concentrating on amendments considered necessary, but
not urgent.
or after 1 July 2014. Earlier application is permitted.
IFRS 14 REGULATORY DEFERRAL ACCOUNTS
On 30 January 2014 the IASB published IFRS 14 Regulatory Deferral
Accounts, the interim standard for the Rate-regulated activities
project.
IFRS 14 lets those who adopt the IFRS for the first time continue to
recognise rate regulation amounts using the accounting principles
adopted previously. To improve the comparison with the entities
already applying IFRS that do not recognise said amounts, the
standard requires that the effect of the rate regulation must be
presented separately from other items.
The standard applies from 1 January 2016, though earlier
application is permitted.
82
EXPOSURE DRAFT EMESSI DALLO IASB
• On 2 December 2013 the IASB published the Exposure Draft
ED 2013/10 “Equity Method in Separate Financial Statements
(Proposed amendments to IAS 27)”. IAS 27 Separate Financial
Statements requires that an entity should recognise its equity
investments in subsidiaries, in jointly controlled entities and in
associates at cost or in accordance with the requirements of
IFRS 9 (or IAS 39 for entities who have not yet adopted IFRS 9).
The document, which does not specific a deadline for
application, proposes to introduce the option to use the equity
method in the separate financial statement of an entity to
recognise equity investments in subsidiaries, jointly controlled
entities and associates.
• On 11 December 2013 the IASB published Exposure Draft ED
2013/11 “Annual Improvements to IFRSs: 2012-2014 Cycle”.
These amendments must be applied for years beginning on or
after 1 January 2016.
• IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations – Changes in methods of disposal
The proposed amendment introduces specific guidance for
IFRS 5 if an entity reclassifies an asset (or a disposal group)
transferring it from the held for sale category to the held-fordistribution category (or vice versa), or when the recognition of a
held-for-distribution activity has ceased.
• IAS 19 Employee Benefits – Discount rate: regional market issue
This document proposes amendments to IAS 19 to clarify that
the high quality corporate bonds used to determine the discount
rate of post-employment benefits should be issued in the
same currency used for the payment of benefits. The proposed
amendments would mean that the scope of the high quality
corporate bond market to consider would be the same as that of the
currency.
• IAS 34 Interim Financial Reporting – Disclosure of information
“elsewhere in the interim report”
The document proposes amendments to clarify the
requirements in the case in which the information required is
presented in the interim financial report but not in the interim
financial statements. The amendment proposes that said
information be included through a cross-reference from the
interim financial statements and other parts of the interim
financial report and that said document is made available to
people reading the financial statement in the same way and at
the same time as for the interim financial statement.
INCOME STATEMENT
Notes Ref.
INCOME STATEMENT
31/12/2013
OF WHICH
RELATED PARTY
TRANSACTIONS
31/12/2012
OF WHICH
RELATED PARTY
TRANSACTIONS
INCREASE/
(DECREASE)
1
162,405,375
154,445,639
167,903,456
159,638,482
(5,498,081)
2
14,496,358
6,285,540
11,397,468
7,061,359
3,098,890
Net revenue
176,901,733
160,731,179
179,300,925
166,699,841
(2,399,191)
3
Staff costs
50,155,097
4
147,509,302
70,781,928
(18,490,391)
Operating costs
179,174,008
71,367,524
203,251,714
70,781,928
(24,077,706)
(2,272,275)
89,363,655
(23,950,790)
95,917,913
21,678,515
5
Amortisation, depreciation,
29,597,787
0
34,270,947
0
(4,673,160)
129,018,911
55,742,413
71,367,524
(5,587,316)
provisions and impairment charges
(31,870,062)
89,363,655
(58,221,737)
95,917,913
26,351,675
6
Financial income
94,465,832
83,050,733
104,780,066
95,828,672
(10,314,234)
7
Financial costs
88,109,208
534,219
90,077,628
424,842
(1,968,420)
8
Profits on Equity Investments
120,068,659
120,068,659
130,306,582
126,438,444
(10,237,923)
9
Losses on Equity Investments
1,446,012
1,446,012
3,868,137
3,868,137
(2,422,125)
93,109,209
290,502,815
82,919,145
313,892,051
10,190,064
10
Taxation
(1,369,482)
(40,128,024)
(4,141,060)
(54,877,500)
2,771,578
Net profit/(loss)
94,478,691
330,630,839
87,060,205
368,769,551
7,418,486
Amounts in euros
83
STATEMENT OF COMPREHENSIVE INCOME
STATEMENT OF COMPREHENSIVE INCOME
31/12/2013
31/12/2012
RESTATED
INCREASE/
(DECREASE)
94,479
87,060
7,418
0
0
0
16,429
(23,685)
40,114
Net profit/(loss)
Profit/(Loss) From the Redetermination of Financial Assets Available for Sale
Profit/(Loss) From the Effective Portion on Hedging Instruments
518
(5,261)
5,779
Taxation
Actuarial Profit/(Loss) on Defined Benefit Pension Plans
(4,661)
7,960
(12,621)
Total Comprehensive income Net of Tax
12,286
(20,986)
33,272
106,766
66,074
40,691
Total Comprehensive income Net of Tax
Amounts in thousands of euros
84
STATEMENT OF FINANCIAL POSITION
Notes Ref.
ASSETS
11
Property, plant and equipment
12
Investment property
13
Other intangible assets
14
Equity investments in subsidiaries and associates
15
Other equity investments
16
Deferred tax assets
17
Financial assets
18
NON-CURRENT ASSETS
19.a
Contract work in progress
19.b
Trade receivables
31/12/2013
RELATED
PARTIES
31/12/2012
RESTATED
RELATED
PARTIES
INCREASE/
(DECREASE)
160,417,295
0
163,846,518
0
(3,429,223)
2,871,845
0
2,932,501
0
(60,656)
10,395,798
0
8,758,301
0
1,637,497
1,706,474,116
0
1,701,862,655
0
4,611,461
3,233,181
0
4,703,842
0
(1,470,661)
35,991,879
0
35,236,575
0
755,304
1,749,406,315
1,704,143,077
1,563,439,772
1,513,959,550
185,966,543
714,109
0
719,888
0
(5,779)
3,669,504,537
1,704,143,077
3,481,500,051
1,513,959,550
188,004,486
270,461
0
2,534,053
0
(2,263,592)
42,951,510
4,418,713
44,883,085
4,692,257
(1,931,574)
19.c
Intragroup trade receivables
52,723,559
52,723,559
77,112,141
77,112,141
(24,388,583)
19.d
22,549,371
0
27,461,091
0
(4,911,720)
19.e
Current financial assets
19.f
Intragroup current financial assets
19.g
Current tax assets
12,559,096
0
36,061,732
0
(23,502,635)
224,892,292
224,892,292
307,735,896
307,735,896
(82,843,603)
68,909,026
19,496,491
57,507,171
31,027,241
11,401,856
163,960,227
19.h
541,525,517
0
377,565,290
0
19
CURRENT ASSETS
966,380,833
301,531,055
930,860,458
420,567,535
35,520,375
TOTAL ASSETS
4,635,885,370
2,005,674,132
4,412,360,509
1,934,527,086
223,524,861
31/12/2013
RELATED
PARTIES
31/12/2012
RESTATED
RELATED
PARTIES
INCREASE/
(DECREASE)
1,098,898,884
0
1,098,898,884
0
0
78,703,867
0
74,350,857
0
4,353,010
0
0
0
0
0
Amounts in euros
Notes Ref.
LIABILITIES
Shareholders’ equity
20.a
Share capital
20.b
Statutory reserve
20.c
Reserve for treasury shares
20.d
Other reserves
78,699,132
0
66,412,213
0
12,286,919
Profit (loss) pertaining to previous years
62,696,571
0
43,753,748
0
18,942,823
Profit (loss) for the period
41,341,714
0
42,425,145
0
(1,083,431)
1,360,340,168
0
1,325,840,847
0
34,499,321
20
21
Staff termination benefits and other defined
benefit plans
28,787,007
0
33,360,626
0
(4,573,618)
22
Provision for liabilities and charges
55,257,832
0
52,407,310
0
2,850,522
23
Borrowings and financial liabilities
2,035,736,323
0
1,684,767,394
0
350,968,929
24
Other liabilities
1,891,316
0
3,513,932
0
(1,622,616)
25
Provisions for deferred tax liabilities
9,239,042
0
2,941,481
0
6,297,561
2,130,911,520
0
1,776,990,742
0
353,920,778
26.a
NON-CURRENT LIABILITIES
Borrowings
911,716,141
551,217,038
1,057,875,726
396,081,162
(146,159,585)
26.b
Trade payables
152,181,995
88,369,992
168,513,394
90,946,981
(16,331,399)
26.c
Tax Payables
55,384,016
37,309,934
54,202,584
31,221,891
1,181,432
26.d
25,351,529
1,140,350
28,937,216
1,774,139
(3,585,687)
26
CURRENT LIABILITIES
1,144,633,682
678,037,314
1,309,528,920
520,024,173
(164,895,238)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
4,635,885,370
678,037,314
4,412,360,509
520,024,173
223,524,861
Amounts in euros
85
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY AT 31 DECEMBER 2012
Balances as at 1 January 2012
SHARE
CAPITAL
LEGAL
RESERVE
DEMERGER
RESERVE
RESERVE FOR
EXCHANGE
DIFFERENCES
1,098,899
68,919
102,567
(24,975)
1,098,899
68,919
102,567
(24,975)
Restated IAS 19
Balances as at 1 January 2012 Restated
Appropriation of result for 2011:
Distribution of dividends
Statutory reserve
5,432
Retaining earnings/Loss coverage
Other changes
Profit (loss) recorded in the period:
17,081
Profit and losses booked directly to Shareholders’ equity
Distribution of advance on dividends
Profit/(loss) for the period
Total as at 31 December 2012 Restated
1,098,899
74,351
86
102,567
(7,894)
RESERVE FROM
VALUATION OF FINANCIAL
INSTRUMENTS
14,827
REVENUE RESERVES
AND ACTUARIAL
PROFIT/(LOSS)
OTHER
RESERVES
ACCUMULATED
PROFIT/(LOSS)
PROFIT/(LOSS)
FOR THE PERIOD
TOTAL SHAREHOLDERS’
EQUITY
0
(2,993)
63
49,123
1,306,430
(2,029)
14,827
(2,029)
(2,029)
(2,993)
63
49,123
1,304,401
0
43,691
(5,432)
0
(43,691)
0
0
(34,252)
(3,814)
(20,986)
(44,635)
(44,635)
87,060
87,060
(19,426)
(5,843)
(2,993)
43,754
42,425
1,325,841
(19.426)
(5.843)
(2.993)
43.754
42.425
1.325.841
87
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY AT 31 DECEMBER 2013
SHARE
CAPITAL
LEGAL
RESERVE
DEMERGER
RESERVE
RESERVE FOR
EXCHANGE DIFFERENCES
1,098,899
74,351
102,567
(7,894)
Appropriation of result for 2012:
Final distribution of dividends
Legal reserve
4,353
Retaining earnings/Loss coverage
Other changes
Profit (loss) recorded in the period:
Profit and losses booked directly to Shareholders’ equity
27,436
Distribution of advance on dividends
Profit for the period
Total at 31 December 2013
1,098,899
78,704
88
102,567
19,542
RESERVE FROM
VALUATION OF FINANCIAL
INSTRUMENTS
REVENUE RESERVES
AND ACTUARIAL
PROFIT/(LOSS)
OTHER
RESERVES
ACCUMULATED
PROFIT/(LOSS)
PROFIT/(LOSS)
FOR THE PERIOD
TOTAL SHAREHOLDERS’
EQUITY
(19,426)
(5,843)
(2,993)
43,754
42,425
1,325,841
(19,129)
38,072
(19,129)
(4,353)
0
(38,072)
0
0
(15,525)
376
12,287
(53,137)
(34,951)
(5,467)
(2,993)
62,697
(53,137)
94,479
94,479
41,342
1,360,340
89
STATEMENT OF CASH FLOWS
31/12/2013
OF WHICH
RELATED PARTY
TRANSACTIONS
31/12/2012
RESTATED
OF WHICH
RELATED PARTY
TRANSACTIONS
INCREASE/
(DECREASE
Cash flow from operating activities
Profit before taxes
93,109
82,919
10,190
Amortisation
12,736
12,565
170
(115,970)
(118,648)
2,678
2,851
(18,272)
21,123
(5,029)
2,032
(7,061)
(6,357)
14,702
(21,059)
(45,078)
(19,036)
(26,042)
Revaluations/impairment charges
Increase/(decrease) in provisions for liabilities
Net increase/(decrease) in staff termination benefits
Net financial interest expense
Income taxes paid
Cash flow generated by operating activities before changes in working
capital
Increase in current receivables
Increase/(decrease) in current payables
(63,738)
0
(43,738)
0
(20,000)
23,667
24,662
8,747
(19,749)
14,920
(16,331)
(6,088)
(27,553)
(40,504)
11,222
(60,253)
30,939
Increase/(decrease) in inventories
2,264
Change in working capital
9,599
18,574
41,479
10,897
(9,682)
4,481
51,161
(12,660)
29,471
(74,760)
(55,772)
62,100
Change in other assets/liabilities for the year
TOTAL CASH FLOW FROM OPERATING ACTIVITIES
(2,534)
(21,340)
4,798
Cash flow from investing activities
Purchase/sale of property, plant and equipment and intangible assets
(10,883)
(122,277)
Equity investments
(4,587)
(1,625)
Proceeds/payments deriving from other investments
(7,996)
(107,340)
(172,840)
246,661
164,844
(11,044)
Dividends received
111,394
(2,962)
112,184
112,184
123,228
123,228
Interest income received
29,135
15,901
26,429
17,477
2,706
TOTAL
117,853
20,746
(147,084)
387,366
264,937
Cash flow from financing activities
Repayment of borrowings and long-term loans
Disbursement of borrowings/other medium/long-term loans
Decrease/increase in other short-term borrowings
(357,194)
(226,063)
(131,130)
695,690
100,000
595,690
(147,371)
2,577
548,745
201,325
Interest expenses paid
(60,091)
(534)
(62,864)
(425)
2,773
Dividends paid
(72,266)
(72,266)
(44,635)
(44,635)
(27,631)
58,768
(70,224)
315,182
156,265
(256,415)
TOTAL CASH FLOW
Changes in shareholders’ equity after net profit
(696,116)
0
0
0
0
0
Cash flows for the period
163,960
(20,007)
93,338
487,859
70,623
Net opening balance of cash and cash equivalents
377,565
0
284,227
0
93,338
Net closing balance of cash and cash equivalents
541,526
(20,007)
377,565
487,859
163,960
90
NOTES TO THE INCOME STATEMENT
INFORMAZIONI SUL CONTO ECONOMICO
ATTENZIONE, MANCA TRADUZIONE
REVENUES
1. REVENUE FROM SALES AND SERVICES – 162,405 THOUSAND EUROS
“Revenue from sales and services” can be broken down as follows:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
61,241
72,848
(11,607)
from Roma Capitale public lighting service
53,282
64,583
(11,302)
7,776
7,598
178
184
667
(483)
101,164
95,055
6,109
95,578
86,758
8,820
5,586
8,298
(2,711)
162,405
167,903
(5,498)
from Naples Municipal public lighting service
other revenues
Revenue from Intragroup services
service contracts
other services
Revenue from Sales and Services
The 11,607 thousand euros decrease in Revenue from services
to customers can mainly be attributed to the services in the
Municipality of Rome, as a consequence of fewer projects for the
construction of new plants in the financial year (- 11,302 thousand
euros).
The increase in revenues deriving from service activities of an
administrative, financial, legal and technical nature, which the
Parent Company performs for the Group Companies, equal to a
total 6,109 thousand euros, is mainly attributable to the review of
fees for volumes supplied, particularly for the Companies in the
Energy Segment (+ 5,811 thousand euros).
2. OTHER REVENUE AND PROCEEDS – 14,496 THOUSAND EUROS
An increase of 3,099 thousand euros compared to 31 December 2012.
The breakdown follows.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Non-recurring gains and other revenues
8,409
3,574
4,835
Seconded staff
2,572
3,683
(1,111)
Recharged cost of governance bodies
2,566
2,242
324
Property income
738
1,736
(998)
Reimbursement for damages, penalties, compensation
209
163
46
Gains on asset disposals
TOTAL
The increase in non-recurring gains can be attributed to the final
calculation of revenues from previous years for the construction of
public lighting systems (4,705 thousand euros), partially mitigated
by the reduction in compensation for seconded staff at Group
companies.
2
0
2
14,496
11,397
3,099
Property income dropped due to the termination of the lease and
management contract for the Valleranello warehouse.
91
COSTS
3. STAFF COSTS - 50,155 THOUSAND EUROS
31.12.2013
31.12.2012
Staff costs including capitalised costs
€ thousand
51,225
55,742
(4,517)
Capitalised costs
(1,070)
0
(1,070)
Staff costs
50,155
55,742
(5,587)
Staff costs were affected by the partial release of provisions set
aside for the second round of the medium - long term Incentive
Scheme and those set aside for Senior and Middle Managers’
MBO and Bonuses, as the objectives assigned were only partially
achieved (the total change is equal to - 4,887 thousand euros).
The costs of staff mainly employed in development projects and for
CLASSIFICATION
the improvement of IT performance (1,070 thousand euros) were
capitalized in the year.
The following table shows the average and final number of staff by
category, compared with the corresponding period in the previous
year.
AVERAGE NUMBER OF EMPLOYEES
31.12.2013
INCREASE/(DECREASE)
END-OF-PERIOD NUMBER OF EMPLOYEES
31.12.2012
INCREASE/
(DECREASE)
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
(1)
Senior managers
62
67
(4)
62
63
Middle managers
144
136
9
146
143
3
White-collar staff
450
454
(4)
436
454
(18)
23
23
0
22
23
(1)
680
679
1
666
683
(17)
Blue-collar staff
TOTAL
4. COSTS OF MATERIALS AND OVERHEADS – 129,019 THOUSAND EUROS
This item decreased by 18,490 thousand euros (- 12.5%) and can be broken down as follows.
€ thousand
Materials
31.12.2013
31.12.2012
INCREASE/(DECREASE)
867
3,132
(2,265)
112,786
121,914
(9,128)
Lease expense
9,869
7,892
1,977
Taxes and duties
2,355
3,213
(858)
General expenses
3,142
11,359
(8,217)
129,019
147,509
(18,490)
Services and Contract work
TOTAL
The composition and changes in costs of materials and overheads by type for the two years are compared below.
92
€ thousand
Materials
Services and Contract work
31.12.2013
31.12.2012
INCREASE/(DECREASE)
867
3,132
(2,265)
112,786
121,914
(9,128)
Intercompany services
35,592
41,494
(5,902)
- Roma Capitale Public Lighting
29,200
35,343
(6,143)
- Public Lighting services - municipality of Naples
5,958
5,648
310
Electricity and water consumption
31,431
29,766
1,665
- Roma Capitale Public Lighting Electricity Consumption
28,210
26,193
2,017
Professional freelance work
11,526
13,918
(2,392)
Works
4,711
5,732
(1,021)
Services to personnel
4,157
3,796
361
Maintenance fees
3,756
3,816
(59)
Advertising and sponsorship costs
3,688
3,996
(309)
Surveillance services
3,571
2,540
1,031
Cleaning, transport and porterage
3,328
2,826
501
Seconded staff
2,506
4,425
(1,920)
Postal expenses
2,185
2,115
70
Bank fees
1,854
2,147
(293)
Corporate Bodies
(62)
1,754
1,815
Telephone costs
890
911
(21)
Coordinated and continuous collaborations
407
819
(412)
Insurance costs
558
527
31
Travel and transfer expenses
384
433
(49)
Other
274
549
(275)
Technical and administrative services
(56)
132
188
Printing costs
80
99
(19)
Lease expense
9,869
7,892
1,977
Lease payments
7,966
6,338
1,627
Other payments and rental costs
1,903
1,553
350
Taxes and duties
2,355
3,213
(858)
General expenses
3,142
11,359
(8,217)
Fines, penalties and sanctions
Total costs of materials and overheads
The 18,490 thousand euros decrease in service costs is in general
the result of a more meticulous cost cutting policy in 2013.
The main changes can be attributed as follows:
• 8,306 thousand euros from the fine due to the Antitrust
Authority applied to ACEA and Suez Environment in 2012,
concerning irregularities committed during tenders for the
awarding of water services in Tuscany, in 2001 – 2004,
• 5,902 thousand euros Intragroup services, with particular
reference to the costs charged to the Subsidiaries operating in
the Networks Segment (Acea Illuminazione Pubblica and Citelum
Napoli Pubblica Illuminazione) managing public lighting systems
in Rome and Naples,
• 2,265 thousand euros in costs for the purchase of materials with
reference to the drop in the number of systems installed within
the scope of the Rome public lighting contract,
30
8,336
(8,306)
129,019
147,509
(18,490)
• 1,977 thousand euros increase in lease expenses, with particular
reference to the lease on the Area Energia headquarters, and
leasing electronic machines,
• 858 thousand euros in lower costs for registration fees
Pursuant to article 149-duodecies of the CONSOB Issuers’
Regulations, fees accruing to the Independent Auditors, Reconta
Ernst & Young, totalled 260 thousand euros, of which 155 thousand
euros for the auditing of ACEA’s accounts and 105 thousand euros
for other audit-related services.
93
5. AMORTISATION, DEPRECIATION, PROVISIONS AND IMPAIRMENT CHARGES - 29,598 THOUSAND EUROS
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
12,736
12,565
170
(5,138)
2,653
7,791
14,209
13,915
294
TOTAL
29,598
34,271
(4,673)
Amortisation/depreciation amounted to 12,736 thousand euros, of
which 4,665 thousand euros intangible assets and 8.071 thousand
euros property, plant and equipment.
Impairment of receivables amounted to 2,653 thousand euros and
TYPE OF PROVISION
relates to the risks connected with the recoverability of amounts
due from public counterparties..
Provisions for liabilities amount to 14,209 thousand euros, broken
down as follows:
31/12/2013
31/12/2012
INCREASE/(DECREASE)
Investees
8,103
6,713
1,390
Early retirements and redundancies
4,000
0
4,000
Legal
1,691
5,666
(3,975)
416
1,536
(1,120)
14,209
13,915
294
Contributory and with Public Bodies
TOTAL PROVISIONS
The change is mainly attributable to the allocation of costs that
must be incurred for voluntary redundancy and retirements and
for provisions related to the assessment of risks concerning the
situation of some Subsidiaries, with particular reference to Marco
Polo and Si(e)nergia, partially compensated for by lower allocations
for risks related to legal disputes and with Public Bodies.
For more information on provisions for contributory risks and
with Inps and the welfare state, see the paragraph “Provisions for
liabilities and charges” in this document.
6. FINANCIAL INCOME - 94,466 THOUSAND EUROS
€ thousand
Income from Intragroup relations
31.12.2013
31.12.2012
INCREASE/(DECREASE)
81,232
94,143
(12,911)
Income on Interest Rate Swaps
7,250
5,728
1,522
Bank interest and income
1,408
480
928
Default interest with subsidiaries
1,214
0
1,214
Recovery of discounting receivables
1,181
1,283
(103)
from Fair Value Hedge assessment
821
0
821
Financial income from public lighting contract
626
643
(17)
Default interest with Roma Capitale
538
1,513
(975)
Other financial income
196
990
(794)
94,466
104,780
(10,314)
Total financial income
The change compared to 31 December 2012 can mainly be attributed
to income from Intragroup relations, due to the reduction in both
receivables and payables with Subsidiaries, in particular ARSE,
following the disposal of the PV sector at the end of 2012, and Acea
Energia to a lesser extent in 2013, with a 67,339 thousand euro credit
line.
There was also a reduction in default interest with Roma Capitale, as
a result of a significant reduction in both receivables and payables
94
with the same, with particular reference to receivables generated
in the so-called Administration under the Government appointed
Commissioner.
On the other hand, default interest income was recognized with some
subsidiaries, and financial income from Fair Value Hedge assessment
of the derivative stipulated on the 600 million euros Bond placed on
the market on 5 September 2013
.
7. FINANCIAL COSTS - 88,109 THOUSAND EUROS
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Interest on bonds
48,372
42,330
6,042
Expenses from Interest Rate Swaps
13,957
12,021
1,936
Interest on short-term borrowings
11,069
15,093
(4,024)
Interest on medium/long-term borrowings
10,614
18,222
(7,609)
1,095
Expenses from Intragroup relations
1,520
425
Other financial costs
1,312
1,865
(552)
Foreign exchange profit/(loss)
1,020
(116)
1,136
245
237
8
88,109
90,078
(1,968)
Interest paid on Equitalia and INPS instalment payments
Total financial costs
The reduction in financial costs compared to the end of last year can mainly be attributed to the decrease in interest rates applied to
medium/long-term borrowings (- 11,633 thousand euros), partially mitigated by the increase in interest accrued on bonds, with particular
reference to those calculated on the Bond placed on the market at the beginning of September 2013.
8. PROFITS ON EQUITY INVESTMENTS - 120,069 THOUSAND EUROS
Ammontano a € 120.069 mila, si riducono di € 10.238 mila rispetto al 31 dicembre 2012 e si compongono come riepilogato nella seguente
tabella.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
118,477
128,715
(10,238)
68,170
46,655
21,515
0
28,996
(28,996)
A.R.S.E.
19,948
27,010
(7,062)
ACEA Distribuzione
14,852
16,060
(1,208)
LABORATORIES
5,790
3,990
1,800
A.R.I.A.
3,255
107
3,149
Acque Blu Fiorentine
2,875
2,865
10
Aquaser
2,179
0
2,179
Dividend income
ACEA Ato2
Acea Energia Holding
Agua Azul Bogotà
896
0
896
315
852
(537)
Agua de San Pedro
112
103
9
Umbria Distribuzione Gas
63
72
(9)
Ingegnerie Toscane
21
48
(27)
Acque Blu Arno Basso
0
1,159
(1,159)
Acea Dominicana
0
238
(238)
Crea Gestioni
0
220
(220)
Sarnese Vesuviano
0
187
(187)
AceaGori Servizi
0
105
(105)
(48)
Intesa Aretina
Gain on the transfer of the Public Lighting business
Total Profits on Equity Investments
0
48
1,591
1,591
0
120,069
130,307
(10,238)
9. LOSSES ON EQUITY INVESTMENTS - 1,446 THOUSAND EUROS
These refer to impairments deriving from the assessment of some subsidiaries, with particular reference to WRC Plc and Polo Tecnologico
Industriale.
95
10. TAXES - (1,369 THOUSAND EUROS)
DEFERRED TAXES
Taxes in the period are an overall negative 1,369 thousand euros
( + 2,772 thousand euros compared to 31 December 2012).
In particular, tax calculations are affected by tax regulations
applying to dividends received, provisions for risks, and the
deductibility of interest paid by ACEA deriving from Group tax
consolidation.
Income tax for the year has a - 1.5% effect on the result before tax.
Taxes for the period were calculated on the basis of specific
applicable tax regulations determining a tax effect similar to the
average effect forecast for the end of the period.
Total tax is the algebraic sum of the following components.
Deferred tax assets of - 1,983 thousand euros represent the
algebraic sum of provisions (3,114 thousand euros) made
primarily with regard to provisions for liabilities and provisions for
impairment of receivables and provisions for defined-benefit plans,
and uses (5,097 thousand euros). Deferred tax liabilities totalling
- 144 thousand euros represent the algebraic sum of uses (695
thousand euros) relating to the taxable portion of the dividends
collected and provisions for the period (551 thousand euros).
TAX CONSOLIDATION EXPENSE AND INCOME
As at 31 December 2013, current taxes amounted to 36,919
thousand euros (50,892 thousand euros as at 31 December 2012)
for IRAP and consolidated IRES (corporate income tax), representing
the sum of the taxable income and tax losses reported by
companies included in the tax consolidation arrangement.
These amounted to 30,128 thousand euros and represent
the balance of tax expense due from the Parent Company to
companies included in the tax consolidation in return for the
transfer of tax losses (16,714 thousand euros) and tax income
represented by taxable income transferred to the tax consolidation
(56,842 thousand euros).
In accordance with the Group’s general tax consolidation rules, the
value of the loss is determined by applying the current IRES rate at
the time to the total tax losses transferred.
The following table provides a reconciliation of the theoretical and
effective tax charges.
31.12.2013
CURRENT TAXES
%
31.12.2012
%
Profit before tax from continuing operations
93,109
Expected tax charge at 27.5% on profit before tax
25,605
27.5%
22,803
27.5%
(28,486)
(30.6%)
(28,559)
(34.4%)
(2,881)
(3.1%)
(5,756)
(6.9%)
1,511
1.6%
1,615
1.9%
(1,369)
(1.5%)
(4,141)
(5.0%)
Permanent differences
IRES (corporate income tax) for the year including deferred taxation
IRAP (regional income tax)
Tax on continuing operations
IRAP
Imposte sul reddito di esercizio delle attività in funzionamento
96
82,919
1.511
1,6%
1.615
1,9%
(1.369)
(1,5%)
(4.141)
(5,0%)
NOTES TO THE STATEMENT OF FINANCIAL POSITION - ASSETS
With reference to the effects produced by the retrospective application of IAS19 note that, in terms of assets, the restatement only
concerned item No. 16 “Deferred tax assets”.
11. PROPERTY, PLANT AND EQUIPMENT - 160,417 THOUSAND EUROS
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
139,713
142,559
(2,846)
Plant and machinery
2,682
2,269
413
Industrial and commercial equipment
1,562
1,723
(161)
15,183
15,765
(582)
1,278
1,531
(252)
160,417
163,847
(3,429)
Land and buildings
Other assets
Fixed assets in progress and prepayments
Total property, plant and equipment
There was a reduction of 3,429 thousand euros compared to 31
December 2012.
The decrease relates to the net effect between investments in the
period, amounting to 5,572 thousand euros, disposals equal to 991
thousand euros and depreciation in the period amounting to 8,010
thousand euros.
Investments in the period are mainly investments for extraordinary
maintenance on the registered office and investments in hardware
required for projects to improve and develop the IT network.
The changes in the period are shown below.
97
31.12.2012
Land and buildings
Historical cost
Accumul. deprec.
Net carrying amount
153,973
(11,414)
142,559
2,269
Plant and machinery
9,986
(7,717)
Industrial and commercial equipment
15,018
(13,295)
1,723
Other assets
44,797
(29,032)
15,765
1,531
0
1,531
225,306
(61,459)
163,847
Total property, plant and equipment
12. INVESTMENT PROPERTY - 2,872 THOUSAND EUROS
Investment property amounts to 2,872 thousand euros, a reduction of 61 thousand euros after amortisation for the period, and primarily
includes land and buildings not used in operations and held for rental.
13. INTANGIBLE ASSETS - 10,396 THOUSAND EUROS
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Industrial patents and intellectual property rights
5,226
7,525
(2,299)
5,105
1,098
4,007
Others
Total Intangible assets
An 1,637 thousand euros increase compared to the end of last year
depends on the net effect of 6,302 thousand euros investments and
4,665 thousand euros amortisation in the period.
Intangible assets
Industrial patents and intellectual property rights
Other fixed assets
65
135
(71)
10,396
8,758
1,637
Investments were mainly to purchase and develop treasury and
administration software.
The changes in the period are shown below:
31.12.2012
CHANGES DURING THE PERIOD
31.12.2013
Net carrying amount
Increases
Other changes
Disposals
Amortis.
Net carrying amount
7,525
2,295
0
0
(4,594)
5,226
135
0
0
0
(71)
65
Fixed assets in progress
1,098
4,007
0
0
0
5,105
Total Intangible assets
8,758
6,302
0
0
(4,665)
10,396
14. EQUITY INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES - 1,706,474 THOUSAND EUROS
The item in question includes:
€ thousand
Equity investments in subsidiaries
Equity investments in associates
Total equity investments
98
31.12.2013
31.12.2012
INCREASE/(DECREASE)
1,692,529
1,687,803
4,726
13,945
14,059
(114)
1,706,474
1,701,863
4,611
Increases
Other changes
503
0
31.12.2013
Disposals/
Discontinuation
Amortis.
Cost
Accumul. deprec.
Net carrying
amount
(3,349)
154,477
(14,764)
139,713
1,352
0
(940)
11,339
(8,657)
2,682
86
0
(247)
15,104
(13,543)
1,562
2,808
85
(1)
(3,474)
47,688
(32,506)
15,183
822
(85)
(990)
0
1,278
0
1,278
5,572
0
(991)
(8,010)
229,886
(69,469)
160,417
Equity investments in subsidiaries
An increase of 4,726 thousand euros. The most important transactions during the year are described below.
EQUITY INVESTMENTS IN SUBSIDIARIES
HISTORICAL COST
RECLASSIFICATIONS
AND OTHER CHANGES
REVALUATIONS/
IMPAIRMENT CHARGES
DISPOSALS
NET CARRYING
AMOUNT
2,717,525
(20,400)
(59,229)
(950,094)
1,687,803
- changes in share capital
0
5,486
0
0
5,486
- acquisitions/incorporations
0
120
0
0
120
- disposals/distributions
0
0
0
0
0
- reclassifications
0
0
0
0
0
- impairments
0
0
(881)
0
(881)
Balances at 31 December 2012
Changes in 2013:
Total changes in 2013
0
0
5,606
(881)
0
4,726
2,717,525
(14,793)
(60,110)
(950,094)
1,692,529
The changes in the year regard:
• the subscription (5,486 thousand euros) to the Aquaser share
capital increase decided in 2013, with the Company’s equity
investment increasing from 84.92% to 88.29%,
• the recapitalisation of Acea8cento (120 thousand euros),
• the update to current exchange rates of the measurement of
equity investments held in companies abroad, for 881 thousand
euros.
ACEA hired an independent expert to perform the impairment test
on the recoverable amount of the equity investments.
The impairment procedure compares the carrying amount of the
equity investments with the economic value of the same.
The test is performed to verify whether the equity investment
will maintain its value by calculating the difference between the
recoverable amount, considered the higher value of the value in use
and the fair value less costs to sell, and the carrying amount.
The value in use is the current value of expected financial flows
which can be assumed will derive from the continuative use of the
equity investment assets as a whole. The fair value less costs to sell
represents the amount obtainable from the sale of an asset in an
arm’s length transaction between knowledgeable, willing parties.
The impairment test was performed by estimating the recoverable
amount in terms of value in use of the equity investments
discounting operating flows at a post-tax rate equal to the weighted
average cost of the capital.
The recoverable amount of the equity investments – expressed in
terms of value in use – was estimated using a combination of the
financial method, sensitivity analyses and Montecarlo simulation
techniques.
The application of the financial method to calculate the recoverable
amount and the subsequent comparison with the relevant carrying
amounts, can be used to estimate post tax wacc, operating flows
and the terminal value (TV) and, in particular, the growth rate used
for the flow projection beyond the period of the plan; management
forecasts were used to determine operating flows and TV. The
operating value of the equity investments was determined as
the sum of the current cash flow value and the residual value or,
alternatively, the current TV value.
The following table shows the operating sectors to which the
investments in the financial statements of the Parent Company
refer. The discount rates used and time period of cash flows for
each type of recoverable value considered are indicated for each
operating area.
99
OPERATING AREA
RECOVERABLE VALUE
Networks Segment
Value
WACC
6.1%
TERMINAL VALUE
Rab
CASH FLOW PERIOD
2018
Water Segment
Value
6.1%
Residual carrying amount in 2018 *
2018
Acea Produzione
Value
6.6%
Perpetuity**
2018
Acea Energia
Value
6.6%
Perpetuity without growth
2018
Environment Segment:
Value
6.1%
Invested capital***
2018
Energy Segment
*
The Residual carrying amount was estimated as equal to the current value of the Residual carrying amount in the case of a takeover in 2018. This was estimated as being equal to the
algebraic sum of the net fixed assets, contract work in progress, non-returnable contributions and refers to the investments made by the old operator net of depreciation. The growth rate was
estimated as being equal to zero.
**
The terminal value was calculated in two stages: the first stage concerns a standardized flow for the period 2019-2029 to which a growth rate of 1% has been applied; the second stage refers
to the period after 2029 to which a growth rate of zero has been applied.
*** Aria’s terminal value has been calculated in two stages: the first stage through a standardized cash flow for the period 2019-2038 (useful life of the new investment); the second stage is the
net invested capital at the end of 2038. The standardized cash flow was capitalised considered prudently estimating a growth rate of zero.
The result of the impairment test confirms the value of the equity investments accounted for can be recovered.
Equity investments in associates
These decrease to 13,945 thousand euros due to the update to current exchange rates of the measurement of equity investments held in
companies abroad.
The changes in the year are shown below.
INVESTMENTS IN ASSOCIATES
HISTORICAL COST
RECLASSIFICATIONS
REVALUATIONS/
IMPAIRMENT CHARGES
DISPOSALS
NET CARRYING
AMOUNT
92,558
2,957
(79,989)
(1,467)
14,059
- changes in share capital
0
0
0
0
0
- acquisitions/incorporations
0
0
0
0
0
- disposals
0
0
0
0
0
- reclassifications
0
0
0
0
0
- Impairment/revaluations
0
0
(114)
0
(114)
0
0
(114)
0
(114)
92,558
2,957
(80,103)
(1,467)
13,945
Changes in 2012:
15. OTHER INVESTMENTS - 3,233 THOUSAND EUROS
16. DEFERRED TAX ASSETS - 35,992 THOUSAND EUROS
These decrease by 1,471 thousand euros compared to 31
December 2012 due to the effect of impairment charges applied
to values accounted for equity investments in WRC Plc and Polo
Tecnologico Industriale.
“Other investments” refers to equity investments that do not qualify
as subsidiaries, associates or joint ventures.
An increase of 755 thousand euros compared to 31 December
2012.
With regard to the recoverability of prepaid taxes, it is noted that
deferred tax assets are reviewed on the basis of ACEA’s business
plans and a reasonable estimate of the period in which the related
difference is expected to reverse.
The following table shows both the composition and the changes
during the period of deferred tax assets and liabilities:
100
€ thousand
31/12/2012
Restated
Uses IRES /
IRAP
Other changes
Change recognised
in equity
IRES/IRAP
provisions
31/12/2013
0
Prepaid taxes
Tax losses
Remuneration of BoD members
Impairment of investments
Amortisation and depreciation of intangible
and tangible assets
Amortisation of goodwill
Defined benefit and defined-contribution plans
0
0
0
10
(10)
0
0
8,250
(3,531)
1,679
6,399
0
0
0
0
3,845
0
841
4,685
574
0
232
806
0
0
0
0
8,939
(1,217)
(156)
362
7,928
Others
13,619
(340)
2,895
0
16,174
Total
35,237
(5,097)
2,739
3,114
35,992
168
(39)
69
198
1,211
(625)
0
586
0
Deferred taxes
Deferred tax on dividends
Amortisation and depreciation of intangible
and tangible assets
Defined benefit and defined-contribution plans
0
188
(30)
(13)
0
145
Others
1,374
0
(958)
7,413
482
8,310
Total
2,941
(695)
(958)
7,399
551
9,239
32,295
(4,403)
958
(4,661)
2,563
26,753
Net total
17. NON-CURRENT FINANCIAL ASSETS - 1,749,406 THOUSAND EUROS
An increase of 185,967 thousand euros on the figure of 1,563,440 thousand euros at 31 December 2012, broken down as follows:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
32,328
30,899
1,429
1,671,815
1,483,061
188,755
45,263
49,480
(4,217)
TOTAL
1,749,406
1,563,440
185,967
Receivables due from Roma Capitale total 1,429 thousand euros and
refer to new investments in the Public Lighting service, such as plant
upgrading, energy savings, legislative adjustments and technological
innovation, which will be paid to ACEA, for an amount equal to
tax amortisation, after 2014, in compliance with the terms of the
Supplementary Agreement to the service contract signed on 15
March 2011.
Loans and receivables from Roma Capitale
Receivables due from subsidiaries
Receivables from others
Receivables due from subsidiaries increase by 188,755 thousand
euros compared to 31 December 2012. The breakdown is as follows:
101
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
239
3,337
(3,098)
Receivables for borrowings taken out
ACEA Ato2
0
697
(697)
ACEA Distribuzione
0
1,666
(1,666)
239
974
(735)
Acea Produzione
Loan receivables
52,719
52,719
0
ACEA Ato5
52,719
52,719
0
1,618,858
1,427,005
191,853
99,145
Intercompany running account - Investments Line
ACEA Ato2
667,469
568,324
ACEA Distribuzione
538,820
465,401
73,419
ARIA
231,485
207,907
23,578
Acea Produzione
135,932
137,142
(1,210)
ARSE
39,648
42,629
(2,981)
SAO
3,013
3,038
(25)
Ecoenergie
1,374
1,437
(63)
Acea8cento
Total non-current financial receivables due from Subsidiaries
The changes during the year mainly refer to credit lines opened in
favour of subsidiaries for funding requirements due to investments.
Receivables for borrowings taken out decrease due to the effect of
the reclassification of the remaining instalments of the loans taken
out 16 June 2008 by B.E.I. maturing 3 June 2014 in “Current financial
assets” .
The item Amounts due from others, amounting to 45,263 thousand
euros, is due to the application of the financial assets model
envisaged by IFRIC 12 with regard to service concession
arrangements. This receivable represents total investments made
up to 31 December 2010 connected to said service.
1,117
1,127
(10)
1,671,815
1,483,061
188,755
19. CURRENT ASSETS - 966,381 THOUSAND EUROS
There was an overall increase of 35,520 thousand euros (was
930,860 thousand euros at 31 December 2012), broken down as
follows.
19.a – Contract work in progress - 270 thousand euros
With a reduction of 2,264 thousand euros, these represent works
to construct Public Lighting plants, carried out under the service
agreement with Roma Capitale and not yet complete at 31
December 2013.
19.b – Trade receivables – 42,952 thousand euros
18. OTHER NON-CURRENT ASSETS - 714 THOUSAND EUROS
This item includes amounts owed for long-term deposits paid and
there are no significant changes compared to the previous year.
€ thousand
Trade receivables decreased by 1,932 thousand euros compared to
the 44,883 thousand euros at 31 December 2012, and are broken
down as follows
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Receivables from other customers
22,396
24,328
(1,932)
Disputed receivables
20,555
20,555
0
42,952
44,883
(1,932)
This item decreases by 1,932 thousand euros and includes a 6,645
thousand euros provision for impairment of receivables. This item
includes receivables relating to accrued amounts due from private
and public parties for services, with particular reference to public
lighting services in the Municipality of Naples.
No change on previous year.
This item includes receivables related to the ongoing dispute with
the Vatican State. These receivables are offset by payables to Roma
Capitale for the same amount; said payables will be liquid and due
only after payment has been received from the Vatican State.
102
Provisions for the impairment of receivables
This item increases 2,043 thousand euros to 6,645 thousand euros
compared to the previous year with further depreciation during the
year on amounts due from public counterparties, with particular
reference to the Municipality of Naples.
Provisions for the impairment of receivables are based on analytical
assessments, supplemented by assessments based on historical
analyses of amounts due from customers broken down according
to the default period, average collection terms, the type of action
undertaken to recover the amount due and the status of the
receivable concerned (ordinary, disputed, etc.).
19.c - Intercompany trade receivables - 52,724 thousand euros
There was an overall decrease of 24,389 thousand euros (was 77,112 thousand euros at 31 December 2012), broken down as follows:
€ thousand
31.12.2013
31.12.2012
Receivables due from the parent company Roma Capitale
14,924
17,697
(2,773)
33,547
55,417
(21,870)
Receivables due from associates
INCREASE/(DECREASE)
4,252
3,998
254
52,724
77,112
(24,389)
Receivables due from the parent company Roma Capitale
These amounted to 14,924 thousand euros, representing a decrease of 2,773 thousand euros compared to 2012 (was 17,697 thousand
euros).
The following table presents an analysis of ACEA’s relations with Roma Capitale regarding both receivables and payables, including those of
a financial nature.
Contract work
Other receivables: seconded staff
Receivables for bills to be issued: Public Lighting
Receivables for bills to be issued: other
31.12.2013
31.12.2012
INCREASE/(DECREASE)
10,957
8,727
2,229
267
62
205
11,223
8,789
2,434
5,721
10,390
(4,669)
0
1
(1)
5,721
10,390
(4,669)
16,944
19,179
(2,235)
Public lighting receivables
50,121
63,304
(13,183)
Financial receivables for billed Public lighting services
37,824
3,131
34,693
Public lighting receivables for bills to be issued
12,297
60,173
(47,876)
Total receivables due within one year
67.065
82.483
(15.418)
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Trade payables
5
0
5
Total trade payables
5
0
5
Total payables due within one year
5
0
5
67.060
82.483
(15.423)
1,843
30,030
(28,187)
(30,485)
(869)
(29,615)
(A)
(B)
TOTAL (A) - (B)
Other financial loans and receivables/(borrowings)
of which: Financial liabilities (Dividends)
of which: Medium/long-term receivables for public lighting
32,328
30,899
1,429
(22,537)
(21,999)
(538)
of which: Vatican receivables
(20,516)
(20,516)
0
46,367
90,514
(44,147)
Net balance
103
Receivables resulting from the public lighting contract, placed in
medium/long-term loans and receivables for public lighting amount
to a total 82,449 thousand euros compared to 94,203 thousand
euros at the end of last year.
In 2013, Roma Capitale, thanks to the “push” from Legislative
Decree 35/2013, paid Acea 103,997 thousand euros. In particular,
the following types of receivables were collected:
• 96,264 thousand for the 2012 and 2013 public lighting contract;
• 7,427 thousand euros for the construction of new public lighting
installations under the contract that ended 31/12/2010.
Last year, activities that started in 2012 continued to reduce total
receivables for bills to be issued, which amount to 17,669 thousand
euros (was 70,563 thousand euros last year). In this respect,
invoices for works and services provided under the public lighting
contract were issued. Overall, ACEA invoiced 130,957 thousand
euros. Turnover for 2012 and previous years follows, showing
consistent billing as mentioned above:
• 69,436 thousand euros receivables from the 2012 public lighting
contract as fees, upgrading to regulatory standards, for artistic
lighting, pro rata and investments (of which 48,383 thousand
euros collected in 2013);
• 3,126 thousand euros receivables from the 2011 public lighting
contract 2011, pro. rata and investments,
• 9,839 thousand euros receivables for the construction of public
lighting systems requested and installed under the old contract,
of which 2,847 thousand euros collected in 2013.
Receivables at 31 December 2013, equal to a total of 67,065
thousand euros, can be broken down as follows:
• Contract work equal to 10,957 thousand euros of which 5,135
thousand euros, billed in 2013, were recognised in the previous
year in the item bills to be issued;
104
• 5,721 thousand euros receivables for bills to be issued. This item
decreased by the above amount billed in 2013;
• 37,824 thousand euros receivables for public lighting, of which
27,310 thousand euros from previous years and recognised in
the previous financial statement partly under receivables for bills
to be issued and partly under medium/long-term receivables;
• 12,297 thousand euros public lighting receivables for bills to be issued,
mainly to be attributed to the fees, upgrading to regulatory
standards, for artistic lighting, pro rata for 2013.
Si rammenta che le voci relative al contratto di illuminazione
Note that the items relating to the public lighting contract are
recognised under short-term loans and receivables in compliance
with the application of the financial model required by IFRIC 12.
These amount to a total 50,121 thousand euros compared to
63,304 thousand euros at the end of last year. The decrease can be
attributed to 2013 proceeds from previous years equal to 48,383
thousand euros.
ACEA payables to Roma Capitale are dividends only.
In particular, these amount to 30,485 thousand euros, was 869
thousand euros in the previous year.
This increase can be broken down as follows:
• 27,153 thousand euros dividends matured as an advance on the
2013 dividend;
• 2,462 thousand euros residual dividends matured in 2012 after
approval of the 2012 financial statement.
In 2013, 7,313 thousand euros was paid in 2012 dividends.
Amounting to 33,547 thousand euros, there was a 21,870
thousand euros reduction compared to 31 December 2012, mainly
attributable to ACEA Distribuzione receivables and payables. They
relate mainly to services provided under service contracts. The
breakdown is as follows:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
12,409
11,044
1,365
(21,524)
ACEA Ato5
ACEA Distribuzione
4,175
25,699
ACEA Ato2
4,015
4,011
4
Acea Illuminazione Pubblica
2,704
0
2,704
Gesesa
2,081
1,735
346
Umbra Acque
1,448
909
539
Crea Gestioni
965
1,652
(686)
Sarnese Vesuviano
782
782
0
Acea Energia
661
5,690
(5,028)
Ecogena
632
292
340
Ingegnerie Toscane
521
381
140
Kyklos
439
169
270
Publiacqua
383
462
(79)
Acea Servizi Acque in Liquidazione
381
71
310
ARIA
322
256
66
Acque
274
40
233
Acea8cento
267
44
223
Laboratori
196
478
(282)
Aquaser
176
360
(184)
Agua Azul Bogotà Consortium
174
0
174
GORI
168
83
85
Acea Produzione
100
196
(96)
Others
309
1,259
(950)
33,547
55,417
(21,870)
TOTAL
This item amounts to a total of 4,252 thousand euros, an increase of 254 thousand euros compared to 31 December 2012. The breakdown is
as follows:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Marco Polo
1,333
979
354
Sogea
1,050
713
337
Agua de San Pedro
862
1,286
(424)
Sienergia
639
627
12
Others
368
394
(26)
4,252
3,998
254
TOTAL
The ageing of the Trade receivables due from customers and intragroup, gross of the provision for the impairment of receivables, is shown
below.
• Trade receivables due: 50,297 thousand euros
• Trade receivables past due: 52,779 thousand euros of which:
– Within 180 days: 16,637 thousand euros,
– From 180 to 360 days: 7,757 thousand euros
– Over one year: 28,385 thousand euros
105
19.d – Other current receivables and assets - 22,549 thousand euros
A 4,912 thousand euros decrease, broken down as follows.
€ thousand
Receivables due from Autoparco (car park) assignee
31.12.2013
31.12.2012
INCREASE/(DECREASE)
0
10,250
10,250
Restricted receivables from disposal of the PV business unit
5,378
5,378
0
2,353
1,654
699
2,116
4,571
(2,456)
Receivables from reintegration of the Marco Polo business unit for
payables to employees
Other receivables
744
646
98
718
4,132
(3,414)
699
550
149
Advances to suppliers and deposits at third parties
165
153
12
Receivables due from Equalisation Fund
127
127
0
22,549
27,461
(4,912)
TOTAL
Receivables due from Marco Polo, for amounts due to transferred
staff, decreased 2,456 thousand euros due to the effect of the net
exposure between receivables and payables following the return
of the business unit rented to Marco Polo up to 31 December
2011.
Amounts due from Equitalia decreased due to the effect of the
decision of the Provincial Tax Commission of Rome which ordered
the reimbursement of the sums seized from ACEA in relation to a
tax payment notice concerning lower alleged VAT payments. These
sums were offset by Equitalia with the relevant payables with the
same debt collectors.
Accrued income and prepayments relate essentially to the lease
of the Data Processing and Remote Control Centre, the property
complex in Valleranello, insurance premiums and maintenance
fees.
19.e – Current financial assets - 12,559 thousand euros
This item is subject to an overall change of 23,503 thousand euros
compared to 31 December 2012 mainly due to the effect of the
regulation in the first months of the year, of receivables deriving
€ thousand
from the dissolution of the Joint Venture with GDF Suez and the
disposal of the PV business unit.
The balance at 31 December 2013 is as follows:
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Receivables due from Laurentina Area assignee
6,000
6,000
0
Receivables for managing the public lighting service
5,584
5,603
(19)
Accrued income on fixed term deposits
685
0
685
Receivables due from SEIN from liquidation of Acea ATO5 Servizi
268
494
(226)
Receivables due from Liquidation of Ameatad
22
0
22
Receivables from dissolution of Joint Venture
0
13,477
(13,477)
Financial receivables from disposal of PV business
0
10,488
(10,488)
12,559
36,062
(23,503)
TOTAL
19.f - Intragroup current financial assets - 224,892 thousand euros
There was a decrease of 82,844 thousand euros at 31 December 2012 (was 307,736 thousand euros), broken down as follows:
€ thousand
Receivables due from the parent companies - Roma Capitale
TOTAL
106
31.12.2013
31.12.2012
INCREASE/(DECREASE)
50,121
63,304
(13,183)
171,770
241,472
(69,702)
3,002
2,961
41
224,892
307,736
(82,844)
Receivables due from the parent companies - Roma Capitale
This item amounts to a total 50,121 thousand euros (63,304 thousand at 31 December 2012) and refers to receivables due from Roma
Capitale for the Lighting services contract as mentioned in the section “Trade receivables due from Roma Capitale”.
These receivables amounted to 171,770 thousand euros (241,472 thousand euros at 31 December 2012), broken down as follows:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
133,743
190,328
(56,585)
Loans to subsidiaries
14,668
14,981
(314)
Current accrued finance income on loans and cash pooling
(7,254)
Receivables for cash pooling transactions
10,337
17,591
Other receivables due from subsidiaries
9,906
8,133
1,773
Short-term EIB loans to subsidiaries
3,098
6,063
(2,965)
Receivables for commission on guarantees given
TOTAL
19
4,375
(4,356)
171,770
241,472
(69,702)
The change compared to the end of the previous year, equal to 69,702 thousand euro mainly derives from the reduction in financial
exposure of Group Companies.
This item amounts to 3,002 thousand euros at 31 December 2013 and is basically unchanged compared with the previous year (2,961
thousand euros at 31 December 2012).
19.g – Current tax assets - 68,909 thousand euros
The breakdown is as follows:
€ thousand
Tax consolidation receivables due from subsidiaries
31.12.2013
31.12.2012
INCREASE/(DECREASE)
19,496
31,027
(11,531)
13,464
VAT credits
18,525
5,061
IRES and IRAP credits for which a refund has been requested
15,194
15,194
0
IRES and IRAP credits
14,115
5,436
8,679
Other tax receivables
TOTAL
1,579
788
790
68,909
57,507
11,402
19.h – Cash and cash equivalents - 541,526 thousand euros
An increase of 163,960 thousand euros was recorded and represents the balance of bank and post office current accounts opened with
various banks and the Italian Post Office.
107
NOTES TO THE STATEMENT OF FINANCIAL POSITION - LIABILITIES
With reference to the effects produced by the retrospective application of IAS19 note that, in terms of liabilities, apart from Shareholders’
Equity, the restatement concerned only item No. 21 “Staff termination benefits and other defined benefit plans”.
20. SHAREHOLDERS’ EQUITY - 1,360,340 THOUSAND EUROS
€ thousand
31.12.2013
31.12.2012
Share capital
1,098,899
1,098,899
0
78,704
74,351
4,353
0
0
0
Statutory reserve
Reserve for treasury shares in portfolio
VARIAZIONE
Other reserves
78,699
66,412
12,287
Retained earnings
62,697
43,754
18,943
Profit/(loss) for the period
41,342
42,425
(1,083)
1,360,340
1,325,841
34,499
TOTAL
Shareholders’ equity increased by 34,499 thousand euros compared to 31 December 2012. The change refers to the profit for the year and
the effects generated by the allocation of the net profit for 2012, as well as the movement in the cash flow hedge reserve.
The breakdown per item and relevant changes are shown below:
20.a – Share capital – 1,098,899 thousand euros
20.c - Reserve for treasury shares in portfolio - 0 thousand euros
This amounts to 1,098,899 thousand euros, represented by
212,964,900 ordinary shares with a value of 5,16 euros each, as per
the Shareholders’ Register and is currently subscribed and paid in
as follows:
• Municipality of Rome: 108,611,150 shares for a total par value of
560,434 thousand euros;
• Market: 103,936,757 shares for a total par value of 536,314
thousand euros;
• Treasury shares: 416,993 ordinary shares for a total par value of
2,151 thousand euros.
At 31 December 2013 the reserve for treasury shares in portfolio
amounted to 3,853 thousand euros.
Pursuant to art. 2428 of the Italian Civil Code, the treasury shares
in portfolio consist of 416,993 shares with a par value of 5,16 euros
each (a total of 2,152 thousand euros), representing 0.196% of
share capital.
The balance of the reserve offsets the value of the treasury shares
accounted for as a reduction of shareholders’ equity in compliance
with IAS 32.
20.d – Other reserves - 78,699 thousand euros
20.b – Legal reserve - 78,704 thousand euros
This reserve reflects the allocation of 5% net profit for previous
years, in accordance with article 2430 of the Italian Civil Code.
There was an increase of 4,353 thousand euros at 31 December
2013 compared to last year, due to the allocation of 2012 profit.
€ thousand
Extraordinary reserve
Demerger reserve
Reserve for exchange differences
Reserve from valuation of financial instruments
The composition and changes of the item in the period are shown
below:
31.12.2013
31.12.2012
INCREASE/(DECREASE)
180
180
0
102,567
102,567
0
19,542
(7,894)
27,436
(34,951)
(19,426)
(15,525)
376
Revenue reserves and actuarial profit/(loss)
(5,467)
(5,843)
Other reserves
(3,173)
(3,173)
0
TOTAL
78,699
66,412
12,287
108
The change is attributable to movement in the reserve for exchange
differences (+ 27,436 thousand euros) due to the effect of the
evaluation at the exchange rate at 31 December 2013 of the private
placement in YEN stipulated with AFLAC in 2010, which at 31
December 2012 had a negative balance, and the movement of the
cash flow hedge reserve related to financial instruments - 15,525
thousand euros. The reserve for exchange differences, net of 7,413
thousand euros deferred tax, amounts to 19,542 thousand euros.
The cash flow hedge reserve net of 13,257 thousand euros deferred
tax, amounts to 34,951 thousand euros at the end of the reporting
period. Note that this reserve includes 3,333 thousand euros from
the negative differential resulting from the delta of conversion rates
between the rate provided for in the hedging contract and the rate
recorded at the payment date of the bond (3 March 2010.
Changes during the reporting period include those deriving from
application of the new IAS19 accounting method following the drafting
of the new accounting standard from 1 January 2013 (+ 376 thousand
euros).
The following table shows distributable and non-distributable reserves.
31 DECEMBER 2013 (€ thousand)
NATURE/DESCRIPTION
AMOUNT
POTENTIAL USE
Riserve di capitale:
0
Riserve di utili da conto economico:
AVAILABLE
PORTION
SUMMARY OF USES DURING PREVIOUS
THREE YEARS
To cover losses
Other purposes
Riserva legale
78.704
B
78.704
Maggior costo acquisizione Umbra Acque
(3.173)
(3.173)
0
A, B, C
0
3.853
Garanzia azioni proprie
3.853
180
A, B, C
180
102.567
A, B,C
102.567
53.622
63.835
Riserva per azioni proprie disponibile
Riserva per azioni proprie in portafoglio
Riserva straordinaria
Riserva plusvalenza da scorporo
Riserva IFRIC 12 FTA
0
0
Utili portati a nuovo
62.697
A, B, C
62.697
Riserve di utili da O.C.I.:
Riserva cash flow hedge
(34.951)
B
(34.951)
Riserva per differenze di Cambio
19.542
19.542
Riserva da Utili e Perdite Attuariali
(5.467)
B
(5.467)
TOTALE
223.953
223.953
Quota non distribuibile
58.509
Residua quota distribuibile
165.444
*Key: A = capital increase; B = to cover losses; C = to pay dividends
21. STAFF TERMINATION BENEFITS AND OTHER DEFINED BENEFIT PLANS - 28,787 THOUSAND EUROS
This item decreased by 4,574 thousand euros (was 33,361 thousand euros at 31 December 2012) and represents termination and other
benefits payable to employees on retirement or termination of employment. These obligations include defined benefit and defined
contribution plans.
The table below illustrates the breakdown:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
- Staff termination benefits
9,463
10,060
(597)
- Monthly bonuses
1,274
1,394
(119)
Termination benefits
- Long-term incentive plans (LTIPs)
Total
1,595
3,635
(2,040)
12,332
15,088
(2,756)
16,455
18,272
(1,817)
28,787
33,361
(4,574)
Post-employment benefits
- Tariff subsidies
TOTAL
109
As for the calculation method used, note that the termination
benefits are determined according to actuarial criteria; with
reference to post-employment benefits, the calculation is based
on the “projected unit credit method” which measures the
company’s liability at the end of the reporting period on the basis
of the average current value of future services reproportioned on
the basis of the service performed by the worker at the time of
calculation, with respect to that at the time of payment for the
service.
The change refers to (i) allocations for the period of 2,492 thousand
euros, (ii) resignations during the period, (iii) the impact of the entry
into force of the amendments to IAS19 which, in summary, concern
the abolition of the corridor method for the recognition of actuarial
gains and losses to be recognized instead in “Other Comprehensive
Income” (OCI), and (iv) the partial release of amounts allocated for
the second round of the medium/long term Incentive Scheme as
the objectives underlying this Plan were only partially achieved, to
an extent mitigated by the provision for the third round of the same
Scheme for the period 2013 – 2015.
Note that this Scheme envisages a cash payment for the ACEA
Top Management, calculated as a percentage of Gross Annual
Remuneration, to be paid at the end of the reference period in
accordance with the achievement of pre-established economic and
financial targets.
The impact of these changes resulted in an increase in liabilities at
1 January 2013, measured on the basis of IAS19, of approximately
7,827 thousand euros which also include a review of the discount
rate compared to the rate used at end of 2012.
In particular, as regards the economic and financial scenario, a
3.17% discount rate was used for the evaluation (compared to a
rate of 2.80% used for last year).
As required by paragraph 78 of IAS19, the interest rate used to
calculate the present value of the obligation is based on returns,
at the end of the reporting period, on the securities of major
companies listed on the same financial market as ACEA, and on
the return on government bonds in circulation at the same date
that have terms to maturity approximating to the residual term of
the related liability. In order to ensure consistency of valuation and
comply with the provisions of IAS19, the same basis has been used
for the various types of plan.
3.17% discount rate was used for the evaluation, compared to a
rate of 2.80% used for the restatement of the 2012 financial year
equal to 2.80%. The parameters used for the calculation are as
follows:
DECEMBER 2013
DECEMBER 2012 RESTATED
3.17%
2.80%
Rate of return growth (average)
1.6%
1.6%
Long-term inflation
2.0%
2.0%
Discount rate
With reference to the calculation of Group Employee Benefits (staff termination benefits, monthly bonuses, tariff subsidies for current and
retired employees) a sensitivity analysis was performed to determine the difference in liabilities due to a flat change, both positive and
negative, in the rates curve (shift + 0.5% - shift - 0.5%). The results of this analysis are shown below.
SCHEME TYPE - € thousand
DISCOUNT RATE
+0,5%
-0,5%
Staff Termination Benefits
-371
+393
Tariff subsidies
-656
+706
Monthly bonuses
-81
+88
LTIP
-18
+20
Furthermore, a sensitivity analysis was performed on the age of the workers as a whole in the hypothesis of employing a group of workers
one year younger than those employed today.
SCHEME TYPE - € thousand
-1 YEAR OF AGE
Staff Termination Benefits
-18
Tariff subsidies
+628
Monthly bonuses
-69
Sensitivity analyses were not conducted on other variables such as, for example, the inflation rate.
110
22. PROVISIONS FOR LIABILITIES AND CHARGES - 55,258 THOUSAND EUROS
The following table shows a breakdown of provisions and changes compared to the end of the previous year:
TYPE OF PROVISION
Investees
31.12.2012
UTILISATIONS
RECLASSIFICATIONS
RESERVES
31.12.2013
40,056
(2,594)
88
8,103
45,652
(68)
1,691
5,036
373
3,301
43
1,048
4,000
210
Legal
6,177
(2,764)
Contributory risks, and with Inps and the welfare state
4,324
(1,396)
1,589
(375)
251
(4,041)
Tax
TOTAL PROVISION
(209)
12
(189)
189
0
12
52,407
(11,359)
0
14,209
55,258
The principal changes in the year are as follows:
• provision set aside for assessment of risks with subsidiaries,
with particular reference to Marco Polo and Sienergia.
A 1,157 thousand euros subscription was made to cover
Marco Polo Shareholders’ Equity at 31 December 2012 and risk
assessment for the current state of liquidation, with a further
provision of 5,000 thousand euros. A provision of 2,700 thousand
euros was set aside for a loan to Sienergia, considering the
company’s current financial situation. It is believed that the
Company can return to a situation of economic-financial stability
in the medium/long-term and will therefore be in a condition to
reimburse the loan;
• a provision of 2,764 thousand euros for risks related to legal
disputes was used with allocations of 1,691 thousand euros;
• 4,000 thousand euros were allocated to the provision set
aside for redundancy and resignation/retirement plans, with
finalization of the relative procedures, with an overall use of
4,041 thousand euros,
• 1,396 thousand euros of provisions for contributory risks and
with Inps and the welfare state were used with allocation equal
to 373 thousand euros.
ACEA employs staff registered with both INPDAP and INPS pension
funds. Certain contribution rates applied by the two entities differ
considerably; these include those for family benefit payments,
for which INPDAP applies a rate of that is 3.72 percentage points
higher than that applied by INPS.
In response to the failure to pass legislation bringing the pension
and social security contributions into line, ACEA decided that
from November 2002 it would pay such contributions at the lower
rate. On the other hand, the underlying legal basis is unclear: INPS
circular No. 103 of 16 June 2002 reiterated that, whilst awaiting
clarification from the Ministry of Economy and Finance and the
Ministry of Labour, the rate of 6.20% applied to staff registered with
the INPDAP pension fund, reduced to 4.15% for 2011 (although
the differential of 3.72 percentage points with respect to staff
registered with the INPS pension fund remained unchanged) was to
be considered provisional.
The lack of legislative intervention, and the negative and prolonged
legal progress of the cases undertaken led ACEA to take action to
settle the dispute by recognising the debt, and paying family benefit
payments as required by INPS from December 2012.
Finally, in the month of December 2013, ACEA filed an irrevocable
waiver for all pending cases.
The equity investment provision, equal to 45,652 thousand euros,
consists of 9,826 thousand euros and 22,127 thousand euros
respectively for ACEA Ato5 and GORI, with reference to allocations
made in previous years related to the well-known water tariff
theme and the continuing uncertainty that characterises the
operations of these subsidiaries.
111
23. NON-CURRENT BORROWINGS AND FINANCIAL LIABILITIES - 2,035,736 THOUSAND EUROS
Was 1,684,767 thousand euros at 31 December 2012, broken down as follows:
€ thousand
Medium/long-term bonds
TOTAL
The change compared with the end of the previous financial year
equal to 350,969 thousand euros, is mainly related to growth due to
the 600,000 thousand euros bond issued by ACEA on 12 September,
and a new 100,000 thousand euros loan taken out by ACEA with
European Investment Bank, mitigated by the reclassification in
“Short-term bonds” of the 300,000 thousand euros bond issued in
2004 maturing 23 July 2014.
Medium/long-term bonds
This item includes:
• 601,465 thousand euros (including accrued interest) referring
to a 5-year bond issued by ACEA at the beginning of September
and maturing 12 September 2018.
This payable, net of positive Fair Value recognised under net
finance costs in the income statement equal to 821 thousand
euros, amounts to 600,644 thousand euros.
The bonds pay one gross coupon annually of 3.75% and were
placed at an issue price of 99.754. The gross effective yield at
maturity is therefore 3.805% corresponding to a return of 230
basis points on top of the reference rate (mid-swap at 10 years).
The bonds are subject to British law. The settlement date is 12
September 2013. Interest accrued during the period amounts to
6,842 thousand euros,
• 515,268 thousand euros (including accrued interest) refer to a
10-year bond issued by ACEA in March 2010, maturing 16 March
2020. Interest accrued during the period amounts to 22,500
thousand euros, The bonds have a minimum denomination of
50 thousand euros, pay one gross coupon annually of 4.5% and
were placed at an issue price of 99.779. The gross effective yield
at maturity is therefore 4.528% corresponding to a return of 120
basis points on top of the reference rate (mid-swap at 10 years).
The bonds are subject to British law. The settlement date is 16
March 2010.
• 138,670 thousand euros relating to the Private Placement which,
net of the Fair Value of the hedge, a negative 36,177 thousand
euros, amounted to 178.847 thousand euros. The Fair Value
was allocated to a specific equity reserve. The exchange rate
difference - negative by 26,955 thousand euros - calculated at
31 December 2013 on the hedged instrument was allocated to
a translation reserve. The exchange rate at the end of 2013 was
144,72 euros compared to 113,61 euros at 31 December 2012.
Interest accrued during the period amounts to 3,600 thousand
euros. This relates to a private bond loan (Private Placement) for
20 billion Japanese Yen with a 15-year maturity term (2025). The
Private Placement was entirely subscribed by a single investor
(AFLAC). The coupons are paid on a deferred half-yearly basis
112
31.12.2013
31.12.2012
INCREASE/(DECREASE)
1,290,759
1,008,288
282,471
744,977
676,480
68,498
2,035,736
1,684,767
350,969
every 3 March and 3 September applying a fixed rate in Yen of
2.5%. At the same time, a cross currency transaction was carried
out to transform yen to euros and the yen rate applied to a fixed
euro rate. The cross currency transaction provides that the bank
pays ACEA, on a deferred half-yearly basis, 2.5% on 20 billion
Japanese Yen, while ACEA has to pay the bank the coupons on
a deferred quarterly basis, at a fixed rate of 5.025%. The loan
agreement and the hedge contract contain an option, in favour
of the investor and the agent bank respectively, connected to
the trigger rating: the payable and its derivative instrument can
be fully recalled if ACEA’s rating falls below the investment grade
level or if the debt instrument loses its rating. At the end of the
year, no conditions occurred to exercise the option.
These totalled 68,498 thousand euros and represent principal
outstanding at 31 December 2013 due after 12 months.
This increase derives from a new 100 million euros loan taken out
by ACEA with the European Investment Bank, due 31 July 2028.
The main borrowings, whose values at 31 December were stated
inclusive of short-term portions, amount to 773,217 thousand euros
and are described below:
• an unsecured loan of an original amount of 77,469 thousand
euros and a residual value of 3,228 thousand euros; the floating
interest rate is equal to the 3-month Euribor less 15 basis points
and the term to maturity is 15 years (a grace period of 3 years)
due 3 June 2014;
• an unsecured loan of an original amount of 51,646 thousand
euros and a residual value of 728 thousand euros; the loan is
subject to a fixed rate of interest of 4.45% and has a term to
maturity of 15 years (a grace period of 3 years);
• an unsecured loan for a residual amount of 891 thousand euros;
the original amount stood at 25,143 thousand euros and is
handled by the Banca di Roma. The loan is subject to a fixed
rate of interest of 5.48% and has a term to maturity of 15 years;
• loan stipulated on 25 August 2008 for 200,000 thousand
euros for the water services segment investment plan (ACEA
Ato2) with a term of 15 years. At 31 December 2013 this loan
amounts to 142,466 thousand euros.
The first tranche of 150,000 thousand euros was disbursed in
August 2008; the interest rate is equal to the 6-month Euribor
plus a spread of 7.8 basis points.
In 2009, a second tranche was disbursed for 50,000 thousand
euros with an interest rate equal to the 6-month Euribor plus a
spread of 0.646%, maturing on 15 June 2019;
• 200,000 thousand euros loan drawn down on 9 October 2008
and maturing in March 2016. The interest rate applied by the
bank is equal to the 6-month Euribor plus a spread of 62,5 basis
points; the loan is not subject to covenants and the agreement
contains standard Negative Pledge and Acceleration Events
clauses;
• 100,000 thousand euros loan drawn down on 31 March 2008
and maturing in 21 December 2021. The bank applies a floating
rate of interest, with repayments to be made every six months;
the first instalment was paid on 30 June 2010 At 31 December
2013 this loan amounts to 66,667 thousand euros. Interest rate
risk associated with the loan has been hedged via an Interest
Rate Swap, with the aim of converting the underlying loan from
floating to fixed rate. The swap matches the underlying loan
repayment schedule. Based on IAS 39, the Company has tested
the effectiveness of the hedge using Hedge Accounting under
the Cash Flow Hedge model. The test revealed that the hedge is
99.82% effective, meaning that there was no ineffective portion
to take to the income statement. The negative fair value of the
hedging instrument (8,697 thousand euros) was recognised in a
separate component of Shareholders’ Equity;
€ thousand
• 100,000 thousand euros loan taken out with the EIB in 2009,
for which the disbursement of an additional 100,000 thousand
euros was completed in the beginning of 2012, needed to
cover the requirements of the four-year investment plan for
the development and expansion of the electricity distribution
network in Rome. The interest rate applied to the first tranche
is the 6-month Euribor plus a spread of 0.665% maturing in June
2018. For the second tranche, repayment of the principal shall
take place on a straight-line basis every six months from 15
December 2015 to 15 December 2026. The terms provide for a
floating interest rate equal to the 6-month Euribor plus a spread
of 130.1 basis points per annum, the guarantee will accrue
commission of 145 basis points per annum, to be calculated on
the amount of the remaining debt according to the repayment
plan.
The following table shows a breakdown of borrowings by type of
interest rate and term to maturity. The table also shows the shortterm portions falling due within 31 December 2014 equal to 28,240
thousand euros.
TOTAL RESIDUAL
DEBT
fixed rate
DUE BY
31/12/2014
FROM 31/12/2014
TO 31/12/2018
AFTER
31/12/2018
1,619
1,011
608
0
floating rate
629,132
12,191
376,648
240,293
142,466
15,038
59,928
67,500
Total medium/long–term and short-term borrowings
773.217
28.240
437.184
307.793
Information on financial instruments is provided in the section “Additional disclosures on financial instruments and risk management
policies”.
24. OTHER NON-CURRENT LIABILITIES - 1,891 THOUSAND EUROS
25. PROVISION FOR DEFERRED TAXES - 9,239 THOUSAND EUROS
These refer to deferment of the gain generated in 2005 by the
transfer of the public lighting business to ACEA Distribuzione
and the 1,623 thousand euros reduction of the relevant portion
calculated on the basis of the term of the former service contract
with Roma Capitale (ten years).
There was a 6,298 thousand euros increase at 31 December 2012,
mainly deferred tax liabilities linked to the fair value measurement
of financial hedging instruments and actuarial profits/losses on
Shareholders’ Equity (7,399 thousand euros).
See the table under the item “Deferred tax assets” for the
breakdown of the balance.
113
26. CURRENT LIABILITIES - 1,144,634 THOUSAND EUROS
A reduction of 164,895 thousand euros, broken down as follows:.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Borrowings
911,716
1,057,876
(146,160)
Trade payables
152,182
168,513
(16,331)
Tax Payables
55,384
54,203
1,181
25,352
28,937
(3,586)
1,144,634
1,309,529
(164,895)
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Due to subsidiaries and associates
520,732
395,212
125,521
Short-term bonds
306,285
0
306,285
Bank loans
28,240
224,234
(195,994)
Amounts due to Roma Capitale
30,485
869
29,615
0
415,733
(415,733)
25,974
21,827
4,147
911,716
1,057,876
(146,160)
TOTAL
26.a – Borrowings – 911,716 thousand euros
A reduction of 146,160 thousand euros, broken down as follows:
€ thousand
Due to others
TOTAL
Changes are as follows: amounts due to subsidiaries and associates for the centralised treasury service increase by 125,521 thousand euros
due to the higher financial exposure with Group companies. Details follow on the type of payables to Subsidiaries:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
516.255
390.311
125.945
Altri Debiti finanziari
2.304
2.132
172
Debiti verso ACEA Ato 5 per copertura perdite
2.173
2.173
0
Debiti verso Acea8cento per copertura perdite
0
596
(596)
520.732
395.212
125.521
Debiti per rapporti di cash pooling
TOTALE
• reclassification in “Short-term bonds” of the 300,000 thousand
euros Bond issued in 2004 maturing 23 July 2014,
• bank borrowings can be attributed to the repayment on 2
August of the 200,000 thousand euros loan to Banco Bilbao,
mitigated by the recognition of amounts accrued on other
borrowings that accrued during the year,
• financial payables to Roma Capitale increase by 29,615 thousand
euros due to the distribution of the 2013 interim dividend
approved by the Board of Directors on 18 December 2013,
• bank borrowings decrease by 415,733 thousand euros after
repayment of current credit lines at 31 December 2012,
114
• financial payables to others increase by 4,147 thousand
euros. This change derives from the net effect produced by
the payment of 2012 dividend payables to the market (21,827
thousand euros) and recognition of a further 25,985 thousand
euros 2013 dividend payables.
26.b – Trade payables – 152,182 thousand euros
Decreases by 16,331 thousand euros compared to the end of the previous financial year as follows.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
66,465
80,205
(13,740)
20,516
20,524
(8)
65,201
67,785
(2,584)
152,182
168,513
(16,331)
TOTAL
The reduction in amounts due to third-party suppliers mainly derives from the settlement reached with GDF Suez Energia Italia. The
breakdown of the balance is shown below:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Bills received
33,532
46,613
(13,082)
Bills to be received
32,933
33,591
(658)
TOTAL
66,465
80,205
(13,740)
As for trade payables for bills received (33,532 thousand euros), note that the component due in the next twelve months is equal to 21,129
thousand euros.
There was a reduction of 2,584 thousand euros in relations with Subsidiaries and associates.
Details on the relations with subsidiaries and associates by Company are shown below.
€ thousand
31.12.2013
Acea Illuminazione Pubblica
31.12.2012
INCREASE/(DECREASE)
47,671
47,671
0
Acea Energia
8,314
8,018
296
Citelum Acea Napoli
4,033
2,481
1,552
ACEA Distribuzione
3,342
53,317
(49,975)
Marco Polo
871
2,418
(1,547)
ARIA
288
191
97
ACEA Ato5
202
405
(203)
ACEA Ato2
132
385
(253)
Acea8cento
88
83
5
Abab
78
78
0
180
409
(229)
65,201
67,785
(2,584)
Others
TOTAL
Note that the changes to the debit balance of ACEA Distribuzione and Acea Illuminazione Pubblica, derive from the effect of the public
lighting business spin-off on 1 May 2013.
26.c - Tax payables – 55,384 thousand euros
An increase of 1,181 thousand euros broken down as shown in the following table.
€ thousand
31.12.2013
31.12.2012
IRES and IRAP
37,310
31,213
6,097
Deferred VAT
14,524
3,826
10,698
Withholding taxes
1,778
1,837
(59)
Immediate VAT
1,751
10,845
(9,094)
21
6,480
(6,460)
55,384
54,203
1,181
Other tax payables
TOTAL
INCREASE/(DECREASE)
“Other tax payables” includes the tax assessment settlement paid last year.
115
26.d - Other current liabilities - 25,352 thousand euros
There was a decrease of 3,586 thousand euros at 31 December 2012, broken down as follows.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Amounts due to social security institutions
3,246
2,985
261
Other amounts due to subsidiaries and associates
1,140
1,774
(634)
Other payables
20,965
24,178
(3,213)
amounts due to staff
9,140
8,021
1,119
collections from customers for reconciliation/refunding
8,620
8,551
69
amounts due to various Municipalities
901
901
0
payables to INPS, due in instalments
826
1,801
(976)
Insurance payables
706
708
(2)
payables to Equitalia, due in instalments
385
4,112
(3,727)
accrued liabilities and deferred income
269
0
269
other payables
119
84
35
25,352
28,937
(3,586)
TOTAL
For greater clarity, the financial statements do not report payables falling due after five years, other than those already mentioned in the
item Borrowings.
ACEA AND ROMA CAPITALE
The Parent Company holds a controlling interest via its 51% holding
in ACEA.
Trading relations between ACEA and Roma Capitale include the
provision of maintenance and upgrading of public lighting by the
Parent Company to the municipality.
With regard to public lighting, the Group provides public lighting
services on an exclusive basis within the Rome area. As part of the
thirty-year free concession granted by the Municipality of Rome in
1998, the economic terms of the concession services are currently
governed by a service contract signed by the parties, effective as of
May 2005 until the concession expiry (31 December 2027), on the
basis of the supplemental agreement signed by ACEA and Roma
Capitale on 15 March 2011.
The supplements regard the following elements:
• alignment of the term of the service contract with the expiry
of the concession (2027), given that the contract is merely
additional to the agreement;
• annual update of the compensation concerning consumption of
electricity and maintenance;
• annual increase in the lump-sum payment with regard to the
new lighting points installed.
Furthermore, the investments required for the service may be (i)
applied for and funded by the Municipal Authorities or (ii) financed
by ACEA: in the first case, such works will be paid based on a price
list agreed by the parties (and subject to review every two years) and
will result in a percentage decrease in the ordinary fee. In the second
116
case, the Municipality is not bound to pay a surcharge; however,
ACEA will be awarded all or part of the savings expected in both
energy and economic terms according to pre-established methods.
Moreover, it has been established that qualitative/quantitative
parameters shall be renegotiated in 2018.
Upon natural or anticipated expiry, ACEA will be awarded an
allowance corresponding to the residual carrying amount, which will
be paid by the Municipality or the incoming operator if this obligation
is expressly set out in the call for tenders for the selection of the new
operator.
The contract sets out a list of events that represent a reason of early
termination of the concession and/or resolution of contract by the
will of the parties. Among these events, reference is made to newly
arising needs attributable to the public interest including that set
out in Article 23 bis of Law Decree 112/2008 repealed following the
referenda of 12 and 13 June 2011, on the basis of which ACEA has
the right to receive an allowance according to the discounted result
of a defined percentage of the annual contractual amount multiplied
by the number of years until expiry of the concession.
Based on the fact that the supplementary agreement exceeds
the reference thresholds set out by the Company with regard to
Related Party Transactions, it was analysed by the Board of Directors
and approved during the meeting held on 1 February 2011, having
obtained the favourable opinion of the Committee for Related Party
Transactions.
The reciprocal receivables and payables – with regard to payment
terms and conditions – are governed by each single contract:
a. for the public lighting service contract, payment shall be made
within sixty days of receipt of the invoice and, in case of delayed
payment, the legal interest rate will be applied for the first sixty
days, after which the default interest rate will be applied, as set
out from year to year by a Decree of the Ministry of Public Works
and the Ministry of Economy and Finance,
b. with reference to all other service contracts, the payment term
for Roma Capitale as regards service contracts is sixty days from
receipt of invoice, and in the case of late payment the parties
have agreed to apply the current bank rate at the time.
The consideration accrued at 31 December 2013, calculated on the
basis of lighting points activated up to and including 31 December
2012, amounts to 53,203 thousand euros.
The new constructions and investments contribute to the increase in
the lump-sum figure due to the annual accrual calculated according
to the capital allowance mechanism envisaged for the plants
underlying the specific operation as well as the percentage reduction
of the ordinary fee due by Roma Capitale, the amount of which is
defined in the technical-economic project document.
A variable interest rate is applied to the invested capital.
For further information regarding relations between ACEA and Roma
Capitale, reference should be made to the disclosures regarding
receivables and payables in note 19.c.
The revenues and costs deriving from the most significant financial
relations at 31 December 2013 (compared to those at 31 December
2012) are shown below.
REVENUES
€ thousand
COSTS
31.12.2013
31.12.2012
31.12.2013
31.12.2012
Public lighting service contract
53,203
49,334
0
0
TOTAL
53,203
49,334
0
0
ACEA AND GRUPPO COMUNE DI ROMA (MUNICIPALITY OF ROME GROUP)
ACEA has trading relations with Companies, Special companies or bodies owned by Roma Capitale.
The table below shows details of items linked to relations with entities owned by the Roma Capitale Group.
REVENUE
€ thousand
COSTS
2013
2012
Roma Metropolitane
0
0
(euros)
0
0
AMA
0
ATAC
0
Fondazione Cinema per Roma
0
2013
RECEIVABLES
PAYABLES
2012
2013
2012
2013
0
56
56
0
2012
0
2,392
487
10
10
630
59
0
1,015
826
2
2
1,019
0
0
0
0
4,093
4,000
0
0
0
1
100
0
0
1
100
Musica per Roma
0
0
50
50
0
0
111
111
Roma Multiservizi
0
0
735
779
0
0
174
1,081
Zetema
0
0
590
450
0
0
500
703
Risorse per Roma
0
0
9
0
257
623
219
585
TOTAL
0
0
4,792
2,692
4,419
4,692
2,653
2,638
117
ACEA AND THE SUBSIDIARIES
FINANCIAL RELATIONS
Within the Group, ACEA acts as a centralised treasurer for the major
subsidiaries.
From 1 January 2011, intercompany relations are conducted on the
basis of:
• set up of a medium/long-term credit line for a pre-established
amount to cover funding needs generated by investments;
The credit line (i) has a three-year term from 1 January 2011, (ii)
generates interest, updated annually, at the 3-year IRS rate plus
spread aligned with that of a bond issued on the equity market
with a BBB rating and (iii) envisages annual fees calculated on
the credit limit.
• set up a general purpose line for the companies’ current needs.
Credit line (i) has a three-year term from 1 January 2011,
(ii) produces interest payable at an yearly adjusted rate
corresponding to the 3-year IRS plus a spread aligned with that
of a BBB rated bond issued on the capital market and a lending
rate calculated on the arithmetic mean of intraday 3M Euribor
rates for each calendar quarter less a 5 bp annual spread, (iii)
provides for an annual credit fee calculated on the credit limit.
ACEA also acts as guarantor for the Group companies: in this
regard the contract that governs the general purpose line sets
a limit for guarantees and separate costing for bank guarantees
and corporate guarantees.
REVENUE
€ thousand
Further information is provided in “Commitments and
contingencies”.
The above relations also include the dividends paid by subsidiaries,
and receivables and payables deriving from tax consolidation.
TRADING RELATIONS
ACEA S.p.A. provides administrative, financial, legal, logistical,
management and technical services to subsidiaries and associated
companies in order to optimise the use of existing resources
and know-how in an economically advantageous manner. These
services are governed by the appropriate annual service contracts.
ACEA AND THE PRINCIPAL ASSOCIATES
Up until 31 December 2011, i.e. the natural expiry date of the
business unit lease, Marco Polo carried out facility management
services. From 1 January 2012 the aforementioned business unit
returned to ACEA, including the staff and the facility management
activities involved.
The Company was placed in liquidation on 7 May 2013. The
following table shows amounts (in thousands of euros) for
revenues, costs, receivables and payables deriving from relations
between ACEA and the company Marco Polo S.r.l. in Liquidation.
COSTS
RECEIVABLES
PAYABLES
2013
2012
2013
2012
2013
2012
2013
2012
Marco Polo in Liquidation
784
0
0
0
3,260
5,365
1,532
4,114
TOTAL
784
0
0
0
3,260
5,365
1,532
4,114
The impact of relations with related parties on the statement of financial position, the financial results and statement of cash flows is shown
below.
IMPACT ON STATEMENT OF FINANCIAL POSITION
€
€ thousand
Financial assets
31/12/2013
OF WHICH
RELATED PARTY
TRANSACTIONS
% IMPACT
31/12/2012
RESTATED
OF WHICH
RELATED PARTY
TRANSACTIONS
% IMPACT
1,749,406
1,704,143
97.4%
1,563,440
1,513,960
96.8%
Trade receivables
42,952
4,419
10.3%
44,883
4,692
10.5%
52,724
52,724
100.0%
77,112
77,112
100.0%
224,892
224,892
100.0%
307,736
307,736
100.0%
Intragroup current financial assets
Current tax assets
68,909
19,496
28.3%
57,507
31,027
54.0%
Financial payables
911,716
551,217
60.5%
1,057,876
396,081
37.4%
Trade payables
152,182
88,370
58.1%
168,513
90,947
54.0%
55,384
37,310
67.4%
54,203
31,222
57.6%
Tax Payables
118
IMPACT ON INCOME STATEMENT
€ thousand
31/12/2013
OF WHICH
RELATED PARTY
TRANSACTIONS
% IMPACT
31/12/2012
OF WHICH
RELATED PARTY
TRANSACTIONS
% IMPACT
162,405
154,446
95.1%
167,903
159,638
95.1%
14,496
6,286
43.4%
11,397
7,061
62.0%
129,019
71,368
55.3%
147,509
70,782
48.0%
Financial income
94,466
83,051
87.9%
104,780
95,829
91.5%
Financial costs
88,109
534
0.6%
90,078
425
0.5%
Profits on Equity Investments
120,069
120,069
100.0%
130,307
126,438
97.0%
Losses on Equity Investments
1,446
1,446
100.0%
3,868
3,868
100.0%
IMPACT ON STATEMENT OF CASH FLOWS
31/12/2013
OF WHICH
RELATED PARTY
TRANSACTIONS
% IMPACT
Cash flow generated by operations
(12,660)
29,471
(232.8%)
(74,760)
(55,772)
74.6%
Cash flow generated by investment/disinvestment
117,853
20,746
17.6%
(147,084)
387,366
(263.4%)
58,767
(70,224)
(119.5%)
315,182
156,265
49.6%
Cash flow generated by loans
31/12/2012
RESTATED
OF WHICH
RELATED PARTY
TRANSACTIONS
% IMPACT
LIST OF SIGNIFICANT RELATED PARTY TRANSACTIONS
Transactions examined and excluded from the application of the Procedure for Related Party Transactions (RPT); transactions with or between Acea subsidiaries,
without the significant involvement of other related parties, concerning amounts over the threshold of greatest relevance, are subject, even if excluded, to disclosures
on 2013 ACEA financial instruments in accordance with the combination in the Consob Regulation, and point 7.3.2 of ACEA RPT Procedure.
Adjustment, increase, of the so-called ceiling for the guarantees, corporate or bank, granted by ACEA to cover Acea Energia activities for the
period October 2013-December 2014. Total 191.1 million euros.
SOCIAL SECURITY ISSUES
INPDAP (NATIONAL SOCIAL INSURANCE INSTITUTE FOR CIVIL
SERVANTS) CONTRIBUTIONS.
ACEA employs staff registered with both INPDAP and INPS pension
funds. Certain contribution rates applied by the two entities differ
considerably; these include those for family benefit payments,
and social security contributions into line, ACEA decided that from
November 2002 it would pay such contributions at the lower rate
allocating the difference between the actual rate and the applied
rate to the provision for liabilities. On the other hand, the underlying
legal basis is unclear: INPS circular No. 103 of 16 June 2002
reiterated that, whilst awaiting clarification from the Ministry of
Economy and Finance and the Ministry of Labour, the rate of 6.20%
applied to staff registered with the INPDAP pension fund, reduced
to 4.15% for 2011 (although the differential of 3.72 percentage
points with respect to staff registered with the INPS pension fund
remained unchanged) was to be considered provisional.
legal progress of the cases undertaken led ACEA to take action to
settle the dispute by recognising the debt, and paying family benefit
payments as required by INPS from December 2012.
Finally, in the month of December 2013, ACEA filed an irrevocable
waiver for all pending cases. Therefore it was no longer necessary
to allocate further sums in addition to the existing provision.
119
OTHER PROBLEMS
E.ON. PRODUZIONE S.P.A. PROCEEDINGS AGAINST ACEA,
ACEA ATO2 AND ACEA PRODUZIONE
These proceedings were launched by E.ON. Produzione S.p.A.,
as successor to ENEL regarding a number of concessions for the
abstraction of public water from the Peschiera water sources for
electricity production, to obtain an order against the jointly and
severally liable defendants (ACEA, ACEA Ato2 and Acea Produzione)
for payment of the subtension indemnity (or compensation for
damages incurred due to illegitimate subtension), which remained
frozen in respect of that defendant in the 1980s, amounting to 48.8
million euros (plus the sums due for 2008 and later) or alternatively
payment of the sum of 36.2 million euros.
As for the decision of the TRAP (Regional Court of Public Waters),
before which a ruling is pending regarding the matter in question,
to arrange for a court-appointed expert as regards the values
of subtension for branching off, and subsequent reduction in
hydroelectric production and indemnities due, the judge suspended
the 3 October 2013 hearing where memoranda were presented
concerning the partial payment of the unpaid fees. In the 9 January
2014 hearing, a decision on the case was not taken.
The expert’s report shows a calculation according to which the
claims actioned in the proceedings, even when unfounded - which
is unclear, because the documents containing the metering
parameters of the compensation are still deemed to be applicable
and effective - would be greatly altered, substantially reducing the
amount of equalisation already estimated and accounted for by the
Group.
VIANINI LAVORI ARBITRATION
The arbitration proposed by Vianini Lavori S.p.A. (in ATI with the
French company STEREAU) ended in March 2013: the Board of
Arbitration found Vianini’s demands to be partially founded (4.2
million euros plus revaluation and interest) but fully approved ACEA
Ato2’s counterclaim for damages for breach of contract: the net
balance is in ACEA Ato2’s favour.
The Arbitration Board also passed sentence on the compensation of
court costs and legal expenses to be paid by the parties.
ACEA/SASI PROCEEDINGS
In ruling 6/10, TRAP (Regional Court of Public Waters) accepted the
request submitted by ACEA against the Società Abruzzese per il
Servizio Integrato S.p.A. (SASI) for the compensation for damages for
the illegitimate withdrawal of water from the Verde river. ACEA was
awarded 9.0 million euros, plus interest accrued from 14 June 2001
until 30 July 2013 in compensation for damages.
The sentence, which is not temporarily executive, was appealed by
SASI before the TSAP (Higher Court for Public Waters) and ACEA filed
a cross-appeal. In non-definitive judgment No. 117/13 on 11/06/13
the TSAP, upholding one of the reasons for appeal, adjourned the
proceedings appointing a court-appointed expert to estimate the
damages suffered by ACEA in the period 2010/2013. The TSAP set
the hearing for 23 October 2013, then adjourned the proceedings
until 27 November 2013. At this hearing the same court-appointed
expert from the first instance was assigned to the case which
was adjourned until 14 May 2014 for the court-appointed expert’s
findings.
120
A.S.A. – ACEA SERVIZI ACQUA – SMECO
By means of summons notified in autumn 2011, ACEA was
summoned to court to respond to the presumed damages that its
even more strongly alleged non-compliance with unproven and
inexistent obligations which are assumed to have been adopted
under the shareholders’ agreement relating to subsidiary A.S.A. –
Acea Servizi Acqua – would have produced for minority shareholders
of the latter, and their respective shareholders. The claim is over 10.0
million euros.
The judge upheld SMECO’s claim and appointed a court-appointed
accountant to calculate the costs borne, loss of profit and any payable
fees by effect of the seller’s option in the shareholders’ agreements.
At the 11 February 2014 hearing held to discuss the comments on
the expert’s statement, the Judge set a time limit for the parties to
present notes to the court-appointed expert and called the courtappointed expert for clarifications on 20 March 2014.
Following said notes, the Judge, lifting the reservation expressed
in the 20 March 2014 hearing, substantially ruling in favour of the
defence and ACEA’s party-appointed expert, adjourned the session
to the hearing on 1 July 2014 in order, in cross-examination with
the parties and the party-appointed expert, to establish which
documentation must be acquired from ACEA Ato2 and proceed with
the integration of the court-appointed expert.
SORICAL DISPUTE
The subsidiary Acea Energia (AE) was awarded a tender at the
end of 2010 for the supply of electricity on the free market in
favour of Sorical, a mixed public-private company that manages
the wholesale water supply in the Calabria Region. The contract
was regularly executed by AE, while the customer immediately
began to accumulate conspicuous overdue payments, enough
to cause AE to reschedule the debt already in summer 2011.
Additional, subsequent payment delays led to the negotiation of
a new repayment agreement, at the end of 2011, which was then
repudiated by Sorical. Indeed, with evident self-serving and delaying
purposes, that company called AE before the court to have it
sentenced for alleged supply irregularities.
AE appeared before the court and made a counterclaim for the
balance of amounts billed and unpaid, totalling roughly 24 million
euros, plus interest and accessory costs pursuant to the law. The
judge issued an injunction order in accordance with art. 186 of
the Code of Civil Procedure, by writ of execution, in favour of AE
for approximately 8 million euros, plus costs and interest, which
went unchallenged, pending the continuation of the proceedings
adjourned to March 2014 for the presentation of closing
statements. Following this hearing, after the term for presentation
of the defence’s memoranda, the Judge should pass sentence
before the end of the year.
In the meantime, AE disconnected its supply to Sorical, and the
latter was placed under the regime subject to additional safeguards,
while its shareholders resolved on its placement in liquidation and,
on 30 May 2013, filed an application for settlement under Italian
Bankruptcy law for the reorganisation, rather than liquidation, of
distressed and failing businesses, which it formally waived in
December 2013 requesting application of the ordinary legislative
procedure.
VOLTEO ENERGIE
TRIFOGLIO DISPUTE
ARSE submitted an application for an injunction order against
Volteo Energie, to which only partially paid PV panels were supplied.
The remaining exposure is approximately 2 million euros. The
counterparty opposed the immediately notified claim, and also
submitted claims for compensation for alleged production gaps in
the supply. While the proceedings continue - and without prejudice
to the fact that any faults in the panels can be charged back to the
manufacturer – by order on 12 February 2013, the Court approved
provisional enforcement of the injunction order for 1.283.248,02
euros plus interest and costs (suspending a decision on the
remaining 654.136,66 euros until the end of the enquiry).
After requisition of 1.347.787,38 euros, Volteo proposed payment in
instalments.
They have already paid the entire amount of the requisition
equal to 1.347.787,38 euros. The proceedings continue to
evaluate the portion of ARSE receivables not covered by the
provisional enforcement and to examine Volteo’s application
for acknowledgment of the penalty and damages. The case was
adjourned to 21 October 2014 for tests to be performed and,
when the results of said tests are known, appointment of a courtappointed expert if necessary, while a settlement of the dispute
does not seem probable.
This issue concerns the breach by Trifoglio of its obligation to pay
the balance of the amount due (10.3 million euros), pursuant to the
sale contract regarding the so-called Autoparco property, which
should have been paid on 22 December 2011.
In consideration of Trifoglio’s breach, a notice was served aimed at
signing a deed to voluntarily terminate the sale agreement of 22
December 2010, and then to file a claim before the Court of Rome,
pursuant to art. 702-bis of the Code of Civil Procedure. The hearing
for the appearance of the parties before the court set for 13
November 2012 was postponed to 30 April 2013 following Trifoglio’s
call of a third-party to appear before the court (Piano Assetto C9
Stazione Ostiense Consortium).
In the meantime, ATAC Patrimonio filed a claim for the termination
of the sale agreement of 22 December 2010 for the portion for
which it is responsible.
After changing the proceedings from summary to ordinary, the
Court adjourned the case to 7 may 2014 for admission of evidence,
specifying 14 January 2014 as the limit for presentation of the
defence’s memoranda in accordance with art. 183 VI of the Italian
Code of Civil Procedure.
When the defence’s memoranda in accordance with art. 183
VI of the Italian Code of Civil Procedure were presented, a new
defence filed for appearance on behalf of Trifoglio, submitting new
exceptions of breach by ACEA concerning the inferred impossibility
of developing the area subject to the sale agreement.
Furthermore, a new summons was filed by Trifoglio challenging the
validity of the sale agreement. In the summons, Trifoglio requested
joinder with the proceedings filed by ACEA, and the admission
of a new expert’s opinion. The summons, served also to ATAC
Patrimonio as well as ACEA, contains a claim for compensation of
approximately 20 million euros in damages.
Within the scope of the memoranda in accordance with art. 183
No. 2 of the Code of Civil Procedure, the counterparty requested
the admission of the Expert’s opinion substantially to assess the
possibility of proceeding with the development of the area.
The hearing to discuss the summons served by Trifoglio was set for
27 May 2014.
As things stand, the exceptions put forward by the counterparty
appear to be groundless.
MILANO ‘90 DISPUTE
This issue concerns Milano ‘90’s failure to pay 5 million euros due for
the balance of the sale price of the area in the municipality of Rome
with access from via Laurentina No. 555, formalised on 28 February
2007 and with a subsequent supplementary deed of 5 November
2008. With the supplementary deed, the parties agreed to change
the fee from 18 to 23 million euros, while eliminating the earn out,
setting 31 March 2009 as the payment deadline.
Given the purchaser’s failure to act, the procedure to collect amounts
due was initiated by preparing a notice warning Milano ‘90 to pay
and through application for an injunction order which, on 28 June
2012, was granted in a temporarily executive form.
Therefore, the aforementioned injunction order was notified on 3
September 2012 and on 23 November, it was delivered to the Judicial
Officer for third-party seizures, for the coercive collection of the
amounts due.
Today, the objection by Milano ‘90 is pending before section X of
the Court of Rome. An additional proceeding within this case was
established pursuant to art. 649 of the Code of Civil Procedure, aimed
at suspending the temporary execution of the challenged injunction
order. This suspension was approved by the Judge.
Enforcement was also suspended, after the temporary enforcement
of the injunction order.
In the hearing on 13 March 2014, the Judge reserved judgement on
the request of the parties.
With a provision dated 7 April 2014 the same Judge ordered a
technical investigation to assess the situation of the property’s
urban planning and hear ACEA witnesses, adjourned the hearing to
18 December 2014 to examine witnesses and appoint the courtappointed expert. The Examining Magistrate also ordered ACEA to
consign the documentation requested by the opposing party.
KUADRA DISPUTEA
Within the scope of the Kuadra S.r.l. dispute against the subsidiary
Marco Polo S.r.l. in liquidation for alleged breach of contract related
to participation in the ATI for the CONSIP order, lawsuits were also
filed against the same Kuadra S.r.l. and the partners of Marco Polo
(therefore: ACEA, AMA and EUR) as well as Roma Capitale.
This summons was filed by the counterparty on the basis that
Marco Polo was under the management and coordination of all
direct and indirect Shareholders.
ACEA holds that, also in consideration of the generic nature
of Kuadra S.r.l.’s reasoning attributing responsibility to the
Shareholders of Marco Polo S.r.l. in liquidation, the risk of an
unfavourable ruling is considered remote, while the indirect risk
as a Marco Polo Shareholder, has already been considered in the
assessment of risks with the subsidiary.
121
ADDITIONAL DISCLOSURES ON FINANCIAL INSTRUMENTS AND RISK MANAGEMENT POLICIES
CLASSES OF FINANCIAL INSTRUMENT
The following table shows the breakdown of financial assets and liabilities required by IFRS 7 based on the categories defined by IAS 39
€ thousand
FINANCIAL
INSTRUMENTS
HELD FOR TRADING
AT FAIR VALUE
LOANS AND
RECEIVABLES
Non-current assets
0
1,672,040
0
Financial assets due from the Parent Company, subsidiaries and
0
AVAILABLE-FORSALE FINANCIAL
INSTRUMENTS
CARRYING
AMOUNT
NOTES
3,233
1,675,273
3,233
3,233
15
1,671,815
0
1,671,815
17
17
associates
Financial assets due from third parties
0
225
0
225
Current assets
0
874,652
0
874,652
Trade receivables due from customers
0
42,952
0
42,952
19
0
52,724
0
52,724
19
Financial assets due from the Parent Company, subsidiaries and
0
224,892
0
224,892
19
associates
0
12,559
0
12,559
19
0
541,526
0
541,526
19
TOTAL FINANCIAL ASSETS
0
2,546,692
3,233
2,549,925
FINANCIAL
INSTRUMENTS HELD
FOR TRADING
LIABILITIES AT
AMORTISED
COST
CARRYING
AMOUNT
€ thousand
NOTES
Non-current liabilities
0
2,035,736
2,035,736
Bonds
0
1,290,759
1,290,759
23
Bank borrowings (non-current portion)
0
744,977
744,977
23
Current liabilities
0
1,063,898
1,063,898
Bank borrowings
0
0
0
26
306,285
306,285
26
Bonds (current portion)
Bank loans (non-current portion)
28,240
28,240
26
Financial liabilities due to the Parent Company, subsidiaries and associates
0
551,217
551,217
26
Financial liabilities due to third parties
0
25,974
25,974
26
Trade payables
0
66,465
66,465
26
Trade payables due to the Parent Company, subsidiaries and associates
0
85,717
85,717
26
TOTAL FINANCIAL LIABILITIES
0
3,099,634
3,099,634
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
The fair value of financial instruments that are not traded in an
active market is determined using valuation models and techniques
that make maximum use of market inputs or using the price
supplied by a range of independent counterparties.
The fair value of medium/long-term financial assets and liabilities
is calculated on the basis of the risk-free and the adjusted risk-free
interest rate curves.
122
The fair value of trade receivables and payables falling due
within twelve months is not calculated as their carrying amount
approximates to fair value.
In addition, fair value is not calculated when the fair value of
financial assets and liabilities cannot be objectively determined.
TYPE OF FINANCIAL RISKS AND RELATED HEDGING POLICIES
FOREIGN EXCHANGE RISK
ACEA is not particularly exposed to this type of risk, which is
concentrated in the translation of the financial statements of its
LIQUIDITY RISK
ACEA’s liquidity risk management policy is based on ensuring the
availability of significant bank lines of credit. Such lines exceed the
average requirement necessary to fund planned expenditure and
enable the Group to minimise the risk of extraordinary outflows.
In order to minimise liquidity risk, the ACEA Group has adopted a
centralised treasury management system, which includes the most
important Group companies, and provides financial assistance
to the companies (subsidiaries and associates) not covered by a
centralised finance contract.
At 31 December 2013 the Parent Company held uncommitted and
committed credit lines totalling 719 million euros and 500 million
euros respectively, neither of which is used. No guarantees were
issued to obtain these credit lines.
The committed credit line is revolving with a contractual term of
three years from the date of signing. Regarding the availability
of these lines (i) 200 million euros mature in 2014, and (ii) the
remaining 300 million euros mature in 2015. The contracts entered
into provide for the payment of a fee for non-use plus an up-front
fee paid at the time the credit lines are opened.
On the amounts drawn down, ACEA pays an interest rate equal to
the one, two, three or six month Euribor (depending on the period
of use chosen beforehand), plus a spread which, in some cases,
may vary in line with the rating assigned to the Parent Company.
In some cases, there is also a utilisation fee linked to the amount
disbursed.
At the end of the year, ACEA had no loans, term deposits and
similar transactions.
INTEREST RATE RISK
ACEA’s approach to managing interest rate risk, which takes
account of the structure of assets and the stability of the Group’s
cash flows, has essentially been targeted, up to now, at hedging
borrowing costs and stabilising cash flows, in such a way as to
safeguard margins and ensure the certainty of cash flows deriving
from ordinary activities.
ACEA has, up to now, opted to minimise interest rate risk
by choosing a mix range of fixed and floating rate funding
instruments.
market value of the debt.
In fact, an analysis of the consolidated debt position shows that
the risk ACEA is exposed to is mainly in the form of fair value
risk, composed as at 31 December 2013 of hedged fixed rate
borrowings (63%). With reference to the current portfolio makeup, ACEA is partly exposed to the risk of fluctuation in future cash
flows and, by contrast, to a greater extent than changes in fair
value.
ACEA is consistent with its decisions regarding interest rate risk
management that essentially aims to both control and manage this
risk and optimise borrowing costs, taking account of Stakeholder
interests and the nature of the Group’s activities, and based on the
prudence principle and best market practices. The objectives of
these guidelines are as follows:
• to identify, from time to time, the optimum mix of fixed and
floating rate debt,
• to pursue a potential optimisation of borrowing costs within the
risk limits established by governance bodies and in accordance
with the specific nature of the business,
• to manage derivatives transactions solely for hedging purposes,
should ACEA decide to use them, in respect of the decisions of
the Board of Directors and, therefore, the approved strategies
and taking into account (in advance) the impact on the
income statement and Statement of Financial Position of said
transactions, giving preference to instruments that qualify for
hedge accounting (typically cash flow hedges and, under given
conditions, fair value hedges).
It should be noted that ACEA:
• swapped the 100 million euros loan obtained on 27 December
2007 at a fixed rate. The swap, a plain vanilla IRS, was stipulated
on 24 April 2008, effective as of 31 March 2008 (date of
drawdown of the underlying loan) and expires on 21 December
2021,
• completed a cross currency transaction to transform to euro –
through a plain vanilla DCS swap – the currency of the private
placement (yen) and the yen rate applied to a fixed euro rate
through a plain vanilla IRS swap,
• swapped, 300 million euros of the 5-year 600 million euros fixed
rate bond placed on the market in September 2013, at a floating
rate.
All the derivative instruments taken out by ACEA and listed above
are non-speculative and the fair values of the same are respectively
• negative for 8.7 million euros (- 4.0 million euros compared to 31
December 2012),
• negative for 36.2 million euros (+ 25.4 million euros compared to
31 December 2012) and
• positive for 0.8 million euros.
123
The fair value of medium/long-term debt is calculated on the basis of the risk-free and the risk-adjusted interest rate curves.
The table does not contain the liabilities relating to companies held for sale
BANK LOANS:
AMORTISED
COST
RISK-FREE FV
INCREASE/
(DECREASE)
RISK ADJUSTED
FV
INCREASE/
(DECREASE)
(A)
(B)
(A) - (B)
(C )
(A) - (C)
1,597,044
1,741,482
(144,438)
1,696,405
(99,361)
1,619
1,704
(85)
1,697
(78)
771,598
791,714
(20,116)
790,780
(19,182)
2,370,261
2,534,901
(164,640)
2,488,883
(118,622)
Bonds
fixed rate
floating rate
Total
Sensitivity analysis has been carried out on medium/long-term
financial liabilities using Stress Testing, thus applying a constant
spread over the term structure of the Risk-free interest rate curve
(for the Euro area at 31 December 2013). The following table shows
overall changes in terms of the fair value of liabilities based on
parallel shifts (positive and negative) between –1.5% and +1.5%..
CONSTANT SPREAD APPLIED
CHANGES IN PRESENT VALUE
(€ m)
-1.50%
(189.4)
-1.00%
(124)
-0.50%
(60.9)
-0.25%
(30.2)
0.00%
0.0
0.25%
29.6
0.50%
58.8
1.00%
115.5
1.50%
170.3
As regards the type of hedges for which the fair value is calculated
and with reference to the hierarchies required by the IASB, given
they are composite instruments, they are categorised as level 2 in
the fair value hierarchy.
124
These amounted to 1,225,128 thousand euros, representing an
increase of 126,203 thousand euros compared to 31 December
2013 (was 1,098,925 thousand euros).
The balance includes:
LIENS AND SURETIES ISSUED AND RECEIVED
A net positive balance of 287,703 thousand euros was reported
between liens and sureties issued (338,673 thousand euros) and
those received (50,969 thousand euros).
There was an increase of 101,596 thousand euros compared to the
end of last year.
This increase can mainly be attributed to the collateral arrangement
for the 100,000 thousand euros loan agreement stipulated on 25
October 2012 with the European Investment Bank by ACEA signed
on 9 July 2013 by the Bank and Cassa Depositi e Prestiti.
The ceiling is 115,000 thousand euros, for the loan granted to
ACEA (100,000 thousand euros) and the maximum duration is
that indicated in the loan contract, in other words 15 year plus
the revocatory period. At the same time as the loan agreement
was signed, a back-to-back guarantee was also signed by ACEA
and Cassa Depositi e Prestiti at an annual cost of 160 bp to be
calculated on the initial exposure of the allocation, reduced each
time, six months after the reimbursements of capital by ACEA with
the European Investment Bank.
There was a further movement of 1,596 thousand euros to
discharge the 4,022 thousand euros guarantee with GDF Suez
Energia Italia and for the inclusion of 5,000 thousand euros in the
guarantee with Terna, in the interests of Acea Energia, concerning
the electricity dispatch service contract; this guarantee therefore
increases from 36,090 thousand euros at 31 December 2012 to
41,090 thousand euros at 31 December 2013.
.
LETTERS OF PATRONAGE ISSUED AND RECEIVED
A net positive balance of 688,782 thousand euros is the result of
letters of patronage issued, totalling 688,985 thousand euros, and
letters of patronage received, amounting to 203 thousand euros.
There was an increase of 24,605 thousand euros in the period.
The major changes are as follows:
• reduction of the back-to-back guarantee to Cassa Depositi e
Prestiti for the 7,448 thousand euros loan granted to ACEA
Distribuzione, which decreases from 409,497 thousand euros in
2012 to 402,049 thousand euros,
• integration of the 4,054 thousand euros to Terna in the interests
of ACEA Distribuzione, which increases from 6,226 thousand
euros in 2012 to 10,280 thousand euros,
• redemption of the 50,000 thousand euros back-to-back
guarantee for the transport of electricity issued in the interests
of Acea Energia in favour of Enel Distribuzione which matured in
December 2013 and the concomitant renewal of the same equal
to 66,000 thousand euros,
• issue, on 8 October 2013 of the 22,000 thousand euros
guarantee to ENI TRADING & SHIPPING in the interest of Acea
Energia Holding.
THIRD-PARTY ASSETS HELD UNDER CONCESSION
Such assets amount to 86,077 thousand euros and did not undergo
significant changes with respect to 31 December 2012. They refer
to Public Lighting assets.
125
2013
ANNEXES
TO THE NOTES
FOR THE YEAR ENDED
31 DECEMBER 2013
Annex 1: Analysis of net debt
Annex 2: Statement of changes in equity
investments at 31 December
2013
Annex 3: Non-recurring material
transactions pursuant to
CONSOB Resolution No. 15519
of 27 July 2006.
Annex 4: Positions or transactions
deriving from unusual and/or
exceptional transactions
Annex 5: Segment information (IFRS 8)
127
ANNEX 1: ANALYSIS OF NET DEBT AT 31 DECEMBER 2013
€ thousand
Non-current financial assets
Intercompany non-current financial assets
Financial assets/(liabilities) deriving from
measurement of derivative instruments
Net medium/long-term debt
Short-term bank borrowings
31/12/2013
RELATED PARTIES
31/12/2012
RELATED PARTIES
INCREASE/
(DECREASE)
225
0
225
0
0
1,704,143
1,704,143
1,513,960
1,513,960
190,184
(1,990,862)
0
(1,661,307)
0
(329,555)
(44,874)
0
(23,461)
0
(21,414)
(331,369)
1,704,143
(170,583)
1,513,960
(160,785)
541,526
0
377,565
0
163,960
0
0
(639,967)
0
639,967
Current financial assets/(liabilities)
(347,940)
0
14,234
0
(362,174)
Intragroup current financial assets/(liabilities)
(329,000)
(329,000)
(88,345)
(88,345)
(240,655)
Net short-term debt
(135,415)
(329,000)
(336,513)
(88,345)
201,098
Total net debt
(466,783)
1,375,143
(507,096)
1,425,614
40,313
128
ANNEX 2 – STATEMENT OF CHANGES IN INVESTMENTS AT 31 DECEMBER 2013
CHANGES IN 2013
€ thousand
31.12.2012
PURCHASES
DISPOSALS
RECLASS.
ADDITIONS/
REDUCTIONS
IMPAIR./
LOSSES
31.12.2013
ACEA DISTRIBUZIONE S.P.A.
344,152
0
0
(19,857)
0
0
324,295
ACEA ATO2 S.P.A.
585,442
0
0
0
0
0
585,442
Subsidiaries
Acea8cento S.p.A.
0
0
0
0
120
0
120
5,630
0
0
0
0
(716)
4,914
Laboratori S.p.A.
4,024
0
0
0
0
0
4,024
Ecomed S.r.l.
22
0
0
0
0
0
22
277,044
0
0
0
0
0
277,044
3,877
0
0
0
0
0
3,877
875
0
0
0
0
(109)
766
43
0
0
0
0
0
43
565
0
0
0
0
(55)
510
ACQUE BLU ARNO BASSO S.P.A.
13,132
0
0
0
0
0
13,132
Ombrone S.p.A.
17,430
0
0
0
0
0
17,430
0
0
0
0
0
0
0
Acea Energia Holding S.p.A.
ACEA ATO5 S.P.A.
Aguazul Bogotà SA
Acea Tradexco Consortium
ACEA Dominicana SA
LUCE NAPOLI S.C.A.R.L. IN LIQUIDATION
ARSE S.p.A.
354,295
0
0
0
0
0
354,295
ACQUE BLU FIORENTINE S.P.A.
39,697
0
0
0
0
0
39,697
ARIA S.r.l.
22,136
0
0
0
0
0
22,136
UMBRA ACQUE S.P.A.
6,851
0
0
0
0
0
6,851
Aquaser S.r.l.
4,462
5,486
0
0
0
0
9,948
Hydreco S.c.a.r.l. in Liquidation
0
0
0
0
0
0
0
CREA S.P.A. IN LIQUIDATION
0
0
0
0
0
0
0
CREA GESTIONI S.R.L.
6,127
0
0
0
0
0
6,127
ACEAGORI SERVIZI S.C.A.R.L.
1,659
0
0
0
0
0
1,659
0
0
0
0
0
0
0
ACQUE BLU S.R.L. IN LIQUIDATION
Apice S.r.l. in Liquidation
0
0
0
0
0
0
0
SARNESE VESUVIANO S.R.L.
163
0
0
0
0
0
163
ACEA ILLUMINAZIONE PUBBLICA S.P.A.
120
0
0
19,857
0
0
19,977
0
0
0
0
0
58
0
0
0
0
0
58
1,687,803
5,486
0
0
120
(881)
1,692,529
ACEA SERVIZI ACQUE S.R.L. IN
LIQUIDATION
INGEGNERIE TOSCANE S.R.L.
TOTAL SUBSIDIARIES
0
0
129
ANNEX 2 – STATEMENT OF CHANGES IN INVESTMENTS AT 31 DECEMBER 2013
CHANGES IN 2013
€ thousand
31.12.2012
PURCHASES
DISPOSALS
RECLASS.
ADDITIONS/
REDUCTIONS
IMPAIR./
LOSSES
31.12.2013
1,888
0
0
0
0
(114)
1,774
318
0
0
0
0
0
318
Associates
AGUAS DE SAN PEDRO SA
UMBRIA DISTRIBUZIONE GAS S.P.A.
MARCO POLO S.P.A. IN LIQUIDATION
INTESA ARETINA S.R.L.
CITELUM NAPOLI PUBBLICA
0
0
0
0
0
0
0
11,505
0
0
0
0
0
11,505
306
0
0
0
0
0
306
42
0
0
0
0
0
42
14,060
0
0
0
0
(114)
13,945
ILLUMINAZIONE S.C.A.R.L.
Sienergia S.p.A.
TOTAL ASSOCIATES
CHANGES IN 2013
€ thousand
31.12.2012
PURCHASES
DISPOSALS
RECLASS.
ADDITIONS/
REDUCTIONS
IMPAIR./
LOSSES
31.12.2013
2,542
0
0
0
0
(147)
2,395
Other companies
POLO TECNOLOGICO INDUSTRIALE
ROMANO S.P.A.
WRC PLC
CENTRO SVILUPPO MATERIALI S.P.A.
Orione
TOTAL OTHER COMPANIES
130
1,323
0
0
0
0
(1,323)
0
838
0
0
0
0
0
838
0
0
0
0
0
0
0
4,704
0
0
0
0
(1,471)
3,233
ANNEX 3 - NON-RECURRING MATERIAL TRANSACTIONS PURSUANT TO CONSOB RESOLUTION NO. 15519 OF 27 JULY 2006
It should be noted that there were no significant non-recurring transactions carried out in the period.
131
ANNEX 4 - POSITIONS OR TRANSACTIONS DERIVING FROM UNUSUAL AND/OR EXCEPTIONAL TRANSACTIONS
Pursuant to the CONSOB Ruling of 28 July 2006, we hereby declare that during 2012 ACEA S.p.A did not enter into any exceptional and/or
unusual transactions as defined by the above Ruling.
132
ANNEX 5 - SEGMENT INFORMATION (IFRS 8)
PUBLIC LIGHTING
CORPORATE
TOTAL CONTINUING
OPERATIONS
DISCONTINUED
OPERATIONS
TOTAL
0
11,874
11,874
0
11,874
0
163,289
163,289
0
163,289
Intangible Assets
0
10,396
10,396
0
10,396
0
1,709,707
1,709,707
0
1,709,707
Other non-current trading assets
0
36,706
36,706
0
36,706
77,366
1,672,040
1,749,406
0
1,749,406
Investments
Segment assets
Other non-current financial assets
270
0
270
0
270
Trade receivables
Raw materials
17,058
25,894
42,952
0
42,952
Trade receivables due from Parent Company
14,153
771
14,924
0
14,924
0
37,800
37,800
0
37,800
55,684
181,767
237,451
0
237,451
Receivables due from subsidiaries/associates
Other current trading assets
Other current financial assets
91,458
Bank deposits
541,526
Total assets
4,635,885
133
PUBLIC LIGHTING
CORPORATE
TOTAL CONTINUING
OPERATIONS
DISCONTINUED
OPERATIONS
TOTAL
Segment liabilities
Trade payables
Trade payables due to Parent Company
Trade payables due to subsidiaries and associates
1,691
64,774
66,465
0
66,465
0
20,516
20,516
0
20,516
61,311
3,890
65,201
0
65,201
Other current trading liabilities
80,736
Other current financial liabilities
911,716
Defined benefit plans
0
28,787
28,787
0
28,787
Other provisions
0
55,258
55,258
0
55,258
Provision for deferred taxes
9,239
Other non-current trading liabilities
1,891
Other non-current financial liabilities
2,035,736
Shareholders’ equity
1,360,340
Total Liabilities
4,635,885
134
PUBLIC LIGHTING
CORPORATE
TOTAL CONTINUING
OPERATIONS
DISCONTINUED
OPERATIONS
TOTAL
65,765
9,973
75,738
0
75,738
Inter-segment sales
0
101,164
101,164
0
101,164
Staff costs
0
(50,155)
(50,155)
0
(50,155)
(65,216)
(63,803)
(129,019)
0
(129,019)
Third party revenues
549
Amortisation, depreciation and provisions for
(2,821)
(2,272)
0
(2,272)
(29,598)
(29,598)
0
(29,598)
(32,419)
(31,870)
0
(31,870)
the impairment of receivables
549
Finance (costs)/income
6,357
Profit/(loss) on investments
118,623
0
93,109
Taxation
1,369
Net profit/(loss)
94,479
135
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
2013
CONSOLIDATED
AT 31 DECEMBER 2013
153
FORM AND STRUCTURE
GENERAL INFORMATION
ALTERNATIVE PERFORMANCE INDICATORS
The consolidated financial statements of the ACEA S.p.A. Group for
the financial year 31 December 2013 were approved by Board of
Directors’ resolution on 10 March 2014. The accounting information
was subsequently updated to represent, as a consequence of the
completion of the examination carried out, also the qualitative
effect from 1 January 2014 on the scope of consolidation as a result
of the introduction of IFRS10 and IFRS11 as specified in detail on
pages 187 and 188. The Parent Company, ACEA SpA is an Italian
joint-stock company, with its registered office in Rome, at Piazzale
Ostiense 2 and whose shares are traded on the Milan Stock
Exchange.
The ACEA Group’s principal operating segments are described in
the Report on Operations.
1. for the ACEA Group the gross operating profit is an operating
performance indicator calculated by adding together the
Operating profit and “Amortisation, depreciation, provisions and
impairment charges”;
2. net financial position is an indicator of the ACEA Group’s
financial structure, obtained by adding together non-current
borrowings and financial liabilities net of non-current financial
assets (loans and receivables and securities other than
investments), current borrowings and other current liabilities net
of current financial assets, cash and cash equivalents;
COMPLIANCE WITH IAS/IFRS
The consolidated financial statements have been prepared under
the IFRS effective at the end of the reporting period, as approved by
the International Accounting Standards Board (IASB) and adopted
by the European Union. The standards consist of International
Financial Reporting Standards (IFRS), International Accounting
Standards (IAS) and the interpretations of the International Financial
Reporting Interpretations Committee (IFRIC) and of the Standing
Interpretations Committee (SIC), collectively referred to as “IFRS”.
BASIS OF PRESENTATION
The consolidated financial statements consists of the consolidated
statement of financial position, consolidated income statement,
statement of consolidated comprehensive income, consolidated
statement of cash flows and the statement of changes in
consolidated shareholders’ equity. The Report also includes notes
prepared under the IAS/IFRS currently in effect.
The income statement is classified on the basis of the nature
of expenses; the statement of financial position is based on the
liquidity method by dividing between current and non-current
items, whilst the statement of cash flows is presented using the
indirect method.
USE OF ESTIMATES
In application of IFRS, preparation of the consolidated financial
statements requires management to make estimates and
assumptions that affect the reported amounts of revenue, costs,
assets and liabilities and the disclosure of contingent assets and
liabilities as at the reporting date. The actual amounts may differ
from such estimates. Estimates are used for the recognition of
provisions for credit risk, obsolescent inventories, impairment
charges incurred on assets, employee benefits, fair value of
derivatives, taxes and other provisions. The original estimates
and assumptions are periodically reviewed and the impact of any
change is recognised in the income statement.
In addition, it should be noted that certain estimation processes,
particularly the more complex such as the calculation of any
impairment of non-current assets, are generally performed in full
only when drafting of the annual financial statements, unless there
are signs of impairment that call for immediate impairment testing.
The consolidated financial statements have been prepared in euros
and all amounts have been rounded off to the nearest thousand
euros, unless otherwise indicated.
The figures in these consolidated financial statements are
comparable to the figures in the previous period.
154
2013 ACEA FINANCIAL STATEMENTS | CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATION POLICIES, PROCEDURES AND SCOPE
CONSOLIDATION POLICIES
CONSOLIDATION PROCEDURES
SUBSIDIARIES
GENERAL PROCEDURE
The basis of consolidation includes the Parent Company ACEA
S.p.A., and the companies over which it directly or indirectly
exercises control via a majority of the voting rights.
Subsidiaries are consolidated from the date on which control is
effectively transferred to the Group and are deconsolidated from
the date on which control is transferred out of the Group. Where
there is loss of control of a consolidated company, the consolidated
financial statements include the results for the part of the reporting
period in which the ACEA Group had control.
The financial statements of the Group’s subsidiaries, associates and
Joint ventures are prepared for the same accounting period and
using the same accounting standards as those adopted by the Parent
Company. Consolidation adjustments are made to align any dissimilar
accounting policies applied.
All Intragroup balances and transactions, including any unrealised
profits on Intragroup transactions, are eliminated in full. Unrealised
losses are eliminated unless costs cannot be subsequently
recovered.
The carrying amount of investments in subsidiaries is eliminated
against the corresponding share of the shareholders’ equity of each
subsidiary, including any adjustments to reflect fair values at the
acquisition date. Any eventual difference will be treated as positive
or negative “goodwill”, and recognised as such pursuant to IFRS 3.
The minority interest in the net assets of consolidated subsidiaries
is shown separately from shareholders’ equity attributable to the
Group. This interest is calculated on the basis of the percentage
interest held in the fair value of assets and liabilities recognised at
the original date of acquisition and in any changes in shareholders’
equity after that date. Losses attributable to the minority interest
in excess of their portion of shareholders’ equity are subsequently
attributed to shareholders’ equity attributable to the Group, unless
the minority has a binding obligation to cover the losses and is able
to invest further in the company to cover the losses.
JOINT VENTURES
A joint venture is a contractual arrangement in which the Group and
other parties jointly undertake a business activity, i.e. the contractually
agreed sharing of control whereby the strategic, financial and
operating policy decisions can only be adopted with unanimous
consent of the parties sharing control. The consolidated financial
statements include the Group’s share of the income and expenses
of jointly controlled entities, accounted for under proportionate
consolidation. The application of proportionate consolidation thus
means that the consolidated financial statements include the Group’s
share of all the jointly controlled entities’ assets, liabilities, income and
expenses, classified according to their nature.
Unrealised profits and losses on transactions between the Group and
a jointly controlled entity are eliminated to the extent of the Group’s
interest in that entity, unless the unrealised losses provide evidence of
impairment of the asset transferred.
ASSOCIATES
An associate is a company over which the Group exercises
significant influence, but not control or joint control, through its
power to participate in the financial and operating policy decisions
of the associate. The consolidated financial statements include
the Group’s share of the results of associates at Net equity, unless
they are classified as held for sale, from the date it begins to exert
significant influence until the date it ceases to exert such influence.
When the Group’s share of an associate’s losses exceeds the
carrying amount of the investment, the interest is reduced to zero
and any additional losses must be covered by provisions to the
extent that the Group has legal or implicit loss cover obligations
to the associate or in any event to make payments on its behalf.
Any excess of the cost of the acquisition over the Group’s interest
in the fair value of the associate’s identifiable assets, liabilities and
contingent liabilities at the date of the acquisition is recognised
as goodwill. Goodwill is included in the carrying amount of the
investment and subject to impairment tests
BUSINESS COMBINATIONS
Acquisitions of subsidiaries are accounted for under the acquisition
method. The cost of the acquisition is determined as the sum of the
fair value, at the date of exchange, of the assets given, the liabilities
incurred or acquired, and the financial instruments issued by the
Group in exchange for control of the acquired company.
The identifiable assets, liabilities and contingent liabilities of the
acquired company that meet the conditions for recognition under
IFRS 3 are accounted for at fair value at the date of acquisition, with
the exception of non-current assets (or disposal groups), which are
classified as held for sale under IFRS 5 and accounted for at fair
value less costs to sell.
If the business combination is recognised in several phases, the
purchaser has to recalculate the fair value of the investment
previously held (in case of equity method valuation) or the group of
net assets attributable to the subsidiary (in case of consolidation
according to the proportional method) and recognise any resulting
profit or loss in the income statement.
The purchaser has to recognise any contingent consideration at
the fair value, at the date of acquisition. The change in fair value
of the contingent consideration classified as asset or liability will
be recognized according to the provisions included in IAS 39, in
the income statement or in other comprehensive income. If the
contingent consideration is classified in equity, its value should not
be remeasured until its extinction will be booked against equity.
Goodwill arising on acquisition is recognised as an asset and
initially valued at cost, represented by the excess of the cost of
155
the acquisition over the Group’s interest in the fair value of the
identifiable assets, liabilities and contingent liabilities acquired. This
goodwill is not amortised, but is tested for impairment. If, on the
other hand, the Group’s interest in the fair value of the identifiable
assets, liabilities and contingent liabilities exceeds the cost of the
acquisition, the relevant amounts are re-determined. If the Group’s
interest in the resulting fair value of the identifiable assets, liabilities
and contingent liabilities still exceeds the cost of the acquisition,
the difference is immediately recognised in the income statement.
For every business combination, the purchaser must value any
minority stake in the acquired entity at fair value or in proportion
to the share of the minority interest in net identifiable assets of the
acquired entity
CONSOLIDATION PROCEDURE FOR ASSETS AND LIABILITIES HELD
FOR SALE (IFRS5)
Non-current assets and liabilities are classified as held for sale, in
accordance with the provisions of IFRS 5.
156
CONSOLIDATION OF FOREIGN OPERATIONS
All the assets and liabilities of foreign operations denominated in
a currency other than the euro are translated using the exchange
rates at the end of the reporting period.
Revenue and costs are translated using average exchange rates for
the period. Any translation differences are recognised in a separate
component of Shareholders’ equity until the investment is sold.
On initial application of IFRS, accumulated translation differences
deriving from the consolidation of foreign operations were reduced
to zero. The reserve accounted for in the consolidated financial
statements only includes gains or losses generated from 1 January
2004.
Foreign currency transactions are initially recognised at the spot
rate on the date of the transaction. Foreign currency assets and
liabilities are translated at the exchange rate at the end of the
reporting period. Translation differences and those arising on
disposal of the foreign operation are recognised under financial
management in the income statement.
BASIS OF CONSOLIDATION
The Consolidated Financial Statements of the ACEA Group include the financial statements of the Parent Company ACEA and those of its
Italian and foreign subsidiaries in which it has a direct or direct holding of the majority of exercisable voting rights at ordinary shareholders’
meetings, and therefore the power to govern financial and operating decisions and thereby achieve the related benefits. Entities that the
Parent Company jointly controls with other parties are accounted for under proportionate consolidation.
The Group’s basis of consolidation is divided into areas:
A) CHANGES IN BASIS OF CONSOLIDATION
B) UNCONSOLIDATED INVESTMENTS
There were changes in the basis of consolidation as at 31
December 2013 in relation to the Consolidated Financial
Statements 2012 as a result of the takeover by Aquaser in July 2013
of SAMACE S.r.l. a company operating in the waste recovery sector,
producing and selling compost conditioners. The takeover cost 4.8
million euros.
During application of the above methods of consolidation and of
the equity method, Tirana Acque S.c.a.r.l. in liquidation, owned
by ACEA (40%), which is accounted for at cost, was excluded. It
was possible to resort to this applied simplification by taking into
account the fact that this investee is inoperative and insignificant
based on qualitative and quantitative factors.
In addition, on July 3, 2013 the capital increase resolved by Aquaser
on June 7, 2013 was subscribed and paid in by the shareholders
ACEA and Acquedotto del Fiora while the share pertaining to the
shareholder Acque was not subscribed. Pursuant to the resolution
passed by the shareholders’ meeting, the shareholders ACEA
and Acquedotto del Fiora were given the right to subscribe the
remaining amount not taken up.
As Acquedotto del Fiora did not exercise the right, ACEA fully
subscribed the share not taken up on October 30, 2013, thereby
determining a change in the percentage ownership held in the
company (from 84.92% to 88.29%).
Please note that the demerger in favour of Acea Illuminazione
Pubblica (beneficiary company) of ACEA Distribuzione (demerged
company) public lighting operations became effective on May 1,
2013. This transaction had no impact on the consolidated financial
statements since the companies involved were already owned
(directly and/or indirectly) by the Parent Company ACEA.
In addition, in the course of 2013 the following companies that
were in liquidation were cancelled:
1. AmeaTad owned by ARIA (55%) and by Arkesia (45%)
2. APICE owned by ACEA (50%) and Pirelli & C. Ambiente (50%)
3. Acque Blu owned by ACEA (55%) and Ondeo Italia (45%)
4. Luce Napoli owned by ACEA (70%).
157
MEASUREMENT CRITERIA
FINANCIAL INCOME
CONVERSION OF FOREIGN FINANCIAL STATEMENT ITEMS
ACEA SpA and its European subsidiaries have adopted the euro
as their functional and presentation currency. Foreign currency
transactions are initially recognised at the exchange rate on the date
of the transaction. Foreign currency monetary assets and liabilities
are translated into the functional currency using the exchange rate
valid at the end of the reporting period. Exchange differences are
recognised in the consolidated income statement, with the exception
of differences deriving from foreign currency loans taken out in
order to hedge a net investment in a foreign entity. Such exchange
differences are taken directly to shareholders’ equity until disposal
of the net investment, at which time any differences are recognised
as income or expenses in the income statement. The tax effect and
tax credits attributable to exchange differences deriving from this
type of loan are also taken directly to shareholders’ equity. Foreign
currency non-monetary items accounted for at historical cost are
translated at the exchange rate valid on the date the transaction was
initially recorded. Non-monetary items accounted for at fair value are
translated using the exchange rate valid at the date the value was
determined.
REVENUE RECOGNITION
Revenue from sales and services is recognised when the significant
risks and rewards associated with ownership of the goods have been
transferred or when the service has been performed. Specifically:
• Revenue from the sale and transport of electricity and gas is
recognised at the time the service is provided, even when yet to
be billed, and includes an estimate of the quantities supplied to
customers between their last meter reading and the end of the
period. Revenue is calculated on the basis of the related laws,
provisions contained in Electricity and Gas Authority resolutions
in effect during the period and existing provisions regarding
equalisation.
• Revenue from integrated water services are determined on the
basis of the Temporary Tariff Method (MTT), valid for determining
tariffs for the years 2012 and 2013, approved with AEEG
Resolution No. 585/12/R/idr, as amended.
On the basis of the interpretation of the legal nature of the New
Investment Fund tariff component, the amount payable to the
water companies is recognized as revenue where it is expressly
recognized by the Area Authorities which establish its intended
use.
Revenues for the year also include the adjustment relative to socalled pass-through items (i.e. electricity, wholesale water...), the
details of which are provided in the aforementioned resolution.
On the contrary, revenues for the year do not include any
adjustment related to I.W.S. costs incurred due to exceptional
events (i.e. water emergencies, environmental emergencies,
...) as the current regulatory framework provides that an
investigation be carried out prior to their recognition.
158
Interest income is recognised on a time proportion basis that
takes account of the effective yield on the asset (the rate of
interest required to discount the stream of future cash receipts
expected over the life of the asset to equate to the initial carrying
amount of the asset). Interest is accounted for as an increase in
the value of the financial assets recorded in the accounts.
DIVIDEND INCOME
Dividend income is recognised when the shareholder’s right to
receive payment is established.
Dividend income is classified as a component of finance income in
the income statement.
GRANTS
Grants related to plant investments received from both public
and private entities are accounted for at fair value when there
is reasonable assurance that they will be received and that the
envisaged conditions will be complied with.
Water connection grants are recognised as non-current liabilities
and taken to the income statement over the life of the asset to
which they refer if they relate to an investment, or recognised in
full as income if matched by costs incurred during the period.
Grants related to income (disbursed in order to provide an
enterprise with immediate financial aid or as compensation
for expenses and losses incurred in a previous period) are
recognised in the income statement in full, once the conditions for
recognition have been complied with.
CONSTRUCTION CONTRACTS
Construction contracts are accounted for on the basis of the
contractual payments accrued with reasonable certainty,
according to the percentage of completion method (cost to
cost), attributing revenue and profits of the contract to the
individual reporting periods in proportion to the stage of contract
completion. Any positive or negative difference between contract
revenue and any prepayments received are recognised in assets
or liabilities.
In addition to contract fees, contract revenue includes variations,
price changes and the payment of incentives to the extent that
it is probable that they will form part of actual revenue and that
they can be reliably determined. Expected losses are recognised
regardless of the stage of contract completion.
EMPLOYEE BENEFITS
Post-employment employee benefits in the form of defined
benefit and defined contribution plans (such as Staff Termination
Benefits, Bonuses, Tariff Subsidies, as described in the notes) or
other long-term benefits are recognised in the period in which the
related right accrues. The valuation of the liabilities is performed
by independent actuaries. Such funds and benefits are not
financed.
The cost of the benefits involved in the various plans is
determined separately for each plan based on the actuarial
valuation method, using the projected unit credit method to carry
out actuarial valuations at the end of the reporting period.
The profit and loss deriving from the actuarial calculations are
recorded in the operating profit, therefore in a specific Equity
Reserve, and are not subject to subsequent recognition in the
income statement.
TAXATION
Income taxes for the period represent the aggregate amount of
current and deferred taxes.
Current taxes are based on the taxable profit (tax loss) for the
period. Taxable profit (tax loss) differs from the accounting profit
or loss as it excludes positive and negative components that will
be taxable or deductible in other periods and also excludes items
that will never be taxable or deductible. Current tax liabilities
are calculated using the tax rates enacted or substantively
enacted at the end of the reporting period, and taking account
of tax instruments permitted by tax legislation (the domestic tax
consolidation regime and/or tax transparency).
Deferred taxes are the taxes expected to be paid or recovered on
temporary differences between the carrying amounts of assets
and liabilities in the Statement of Financial Position and the
corresponding tax bases, accounted for using the liability method.
Deferred tax liabilities are generally recognised on all taxable
temporary differences, whilst deferred tax assets are recognised
to the extent that it is probable that future taxable profit will be
available against which the temporary difference can be utilised.
Deferred tax assets and liabilities are not recognised if the
temporary differences derive from goodwill or the initial recognition
of an asset or liability in a transaction, other than a business
combination, that at the time of the transaction affects neither
accounting nor taxable profit nor loss.
Deferred tax liabilities are recognised on taxable temporary
differences arising on investments in subsidiaries, associates and
jointly controlled entities, unless the timing of the reversal of the
temporary difference is controlled by the Group and it is probable
that the temporary difference will not reverse in the foreseeable
future.
The carrying amount of deferred tax assets is reviewed at the end
of each reporting period and reduced to the extent that, based on
the plans approved by the Parent Company’s Board of Directors,
it is no longer probable that sufficient future taxable profit will be
available against which all or part of the assets can be recovered.
Deferred taxes are determined using tax rates that are expected
to apply to the period in which the asset is realised or the liability
settled. Deferred taxes are taken directly to the income statement,
with the exception of those relating to items taken directly to
shareholders’ equity, in which case the related deferred taxes are
also taken to equity.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at historical cost, including any
directly attributable costs of making the asset ready for its intended
use, less accumulated depreciation and any accumulated impairment
charges.
The cost includes the costs of dismantling and removing the asset and
cleaning up the site at which the asset was located, if covered by the
provisions of IAS 37. The corresponding liability is recognized in the
provisions for liabilities and charges. Each component of an asset with a
cost that is significant in relation to the total cost of the item, and having
a different useful life, is depreciated separately.
The costs of improvements, modernization and transformation that
increase the value of property, plant and equipment are capitalized
when it is probable that they will increase the expected future economic
benefits of the asset.
Land, whether free of constructions or annexed to civil and industrial
buildings, is not depreciated as it has an unlimited useful life.
useful life of the asset, applying the following rates:
Plant and machinery used in operations
Other plant and machinery
Industrial and commercial equipment used in operations
Other industrial and commercial equipment
Other assets used in operations
Other assets
Motor vehicles used in operations
Other motor vehicles
1.25% - 6.67%
4%
2.5% - 6.67%
6.67%
12.50%
6.67% - 19.00%
8.33%
16.67%
With reference to the repowering project of Tor di Valle industrial site,
taking into account the current integrated functional structure of the
two plants (combined cycle and cogeneration), the useful life of the
plants was revised with specific reference to the components that will
not survive after entry into operation of new plants.
Plant and machinery in the course of construction for use in
operations or for purposes yet to be determined, is stated at cost, less
any impairment charges. The cost includes any professional fees and,
if applicable, interest expense capitalised. Depreciation of such assets,
in line with all the other assets, begins when they are ready for use.
In the case of certain complex assets subject to performance tests,
which may be of a prolonged nature, readiness for use is recognised
on completion of the related tests.
An asset held under a financial lease is depreciated over its expected
useful life, in line with assets that are owned, or, if lower, over the
lease term.
Gains and losses deriving from the disposal or retirement of an asset
are determined as the difference between the estimated net disposal
proceeds and the carrying amount of the asset and are recognised as
income or expense in the income statement
159
INVESTMENT PROPERTY
Investment property, represented by property held to earn rentals
or for capital appreciation or both, is stated at cost, including
any negotiating costs less accumulated depreciation and any
impairment charges.
useful life of the asset. The rates applied range from a minimum of
1.67% to a maximum of 11.11%.
is reviewed annually and any resulting changes, if possible, applied
prospectively. Amortisation begins when the intangible asset is
ready for use.
Gains and losses deriving from the disposal of an intangible asset
are determined as the difference between the estimated net
GOODWILL
Investment property is eliminated from the accounts when sold or
when the property is unusable over the long-term and its sale is not
expected to provide future economic benefits.
Sale and lease-back transactions are accounted for based on the
substance of the transaction. Reference should therefore be made
to the policy adopted for Leasing.
Any gain or loss deriving from the elimination of an investment
property is recognised as income or expense in the income
statement in the period in which the elimination takes place.
LEASES
Leases are classified as finance leases when the terms of the
contract substantially transfer all the risks and benefits of
ownership of an asset to the lessee. All other leases are considered
as operating leases.
Assets held under a finance lease are recognised as assets
belonging to the Group and accounted for at amounts equal to
fair value at the inception of the lease or, if lower, at the present
value of the minimum lease payments. The underlying liability to
the lessor is included in the statement of financial position as an
obligation to pay future lease payments. Payments for rentals are
apportioned between principal and interest in order to achieve a
constant interest rate on the residual liability.
Finance costs, whether certain or estimated, are recognised
on an accruals basis unless they are directly attributable to the
acquisition, construction or production of an asset, which justifies
their capitalisation.
Lease payments under operating leases are recognised as an
expense in the income statement on a straight-line basis over the
lease term. The benefits received or to be received as an incentive
for entering into operating leases are also recognised on a straightline basis over the lease term.
INTANGIBLE ASSETS
Intangible assets are identifiable assets without a physical
substance which are under the control of the company and
capable of producing future economic benefits as well as goodwill
acquired against valuable consideration. Intangible assets acquired
separately are capitalised at cost, whilst those deriving from a
business combination are capitalised at fair value at the date of
acquisition. After initial recognition, an intangible asset is carried at
cost. The useful life of an intangible asset may be defined as finite
or indefinite.
Intangible assets are tested for impairment annually: the tests are
conducted in respect of each intangible asset or, if necessary, in
respect of each cash-generating unit. Amortisation is calculated on
a straight-line basis over the expected useful life of the asset, which
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Goodwill from business combinations (among which, as an example
only, the acquisition of subsidiaries, jointly controlled entities, or the
acquisition of business units or other extraordinary transactions)
represents the excess of the cost of the acquisition over the
Group’s interest in the fair value of the identifiable assets, liabilities
and contingent liabilities of the subsidiary or jointly controlled entity
at the date of the acquisition. Goodwill is recognised as an asset
and is subject to an annual impairment review. Any impairment
charges are immediately recognised in the income statement and
are not subsequently reversed.
Goodwill emerging at the date of acquisition is allocated to each of
the cash-generating units expected to benefit from the synergies
deriving from the acquisition. Impairment charges are identified
via tests that assess the capacity of each unit to generate cash
sufficient to recover the portion of goodwill allocated to it. Should
the recoverable amount of the cash-generating unit be less than
the allocated carrying amount, an impairment charge is recognised.
On the sale of a subsidiary or jointly controlled entity, any
unamortised goodwill attributable to it is included in the calculation
of the gain or loss on disposal.
CONCESSIONS
This item includes the value of the thirty-year right of Concession
granted by Roma Capitale, regarding the use of fresh and waste
water assets, formerly conferred to ACEA and subsequently
transferred, as of 31 December 1999, to the spun-off company,
ACEA Ato2, and relating to publicly owned assets belonging to
the category of so-called “incidental public property” for fresh and
waste water services. This right is amortised over the residual
concession term (thirty years from 1998). The residual amortisation
period is in line with the average term of contracts awarded by
public tender.
This item also includes:
• the net value at 1 January 2004 of the goodwill deriving from the
transfer of sewerage services to ACEA Ato2 by Roma Capitale
with effect from 1 September 2002,
• the net value at 1 January 2004 of goodwill deriving from the
acquisition of the Acque di Pisa Group by the subsidiary ABAB,
• the net value at 1 January 2005 of goodwill deriving from the
acquisition of G.O.R.I. by the subsidiary, Sarnese Vesuviano,
• the goodwill, attributable to this item, deriving from the
acquisition of Publiacqua by Acque Blu Fiorentine,
• the goodwill, attributable to this item, deriving from ACEA’s
acquisition of Umbra Acque,
• the goodwill, attributable to this item, deriving from the
acquisition of the A.R.I.A. Group, with particular reference to
SAO, the company that manages the waste dump in Orvieto,
• the goodwill, attributable to this item, deriving from ACEA’s
acquisition of ACEA Ato5.
• Concessions are amortised on a straight-line basis over the
residual term of each concession.
L’ammortamento della voce Concessione viene effettuato in
maniera lineare sulla base della durata residua delle concessioni di
riferimento.
RIGHT ON INFRASTRUCTURES
Pursuant to IFRIC 12, this item includes the aggregate amount of
tangible infrastructures used for the management of the water
service.
As regards the rates used, the costs of intellectual property,
included under intangible assets, are amortised over an estimated
useful life of three years.
IMPAIRMENT OF ASSETS
At each end of the reporting period, the Group reviews the value of
its property, plant and equipment and intangible assets to assess
whether there is any indication that an asset may be impaired
(impairment test). If any indication exists, the Group estimates
the recoverable amount of the asset in order to determine the
impairment charge.
When it is not possible to estimate the recoverable amount of the
individual asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives, including goodwill, are
tested for impairment annually and each time there is any indication
that an asset may be impaired, in order to determine the impairment
charge.
The test consists of a comparison between the carrying amount of
the asset and its estimated recoverable amount.
The recoverable amount is the higher of an asset’s fair value less
costs to sell and value in use. In calculating value in use, future cash
flow estimates are discounted using a pre-tax rate that reflects
current market assessments of the value of money and the risks
specific to the business.
If the recoverable amount of an asset (or cash-generating unit) is
estimated to be less than its carrying amount, the carrying amount
is reduced to its recoverable amount. An impairment charge is
immediately recognised as an expense in the income statement,
unless the asset is represented by land or buildings, other than
investment property, carried at a revalued amount, in which case the
impairment charge is treated as a revaluation decrease.
When an impairment no longer exists, the carrying amount of the
asset (or cash-generating unit), with the exception of goodwill, is
increased to its new estimated recoverable amount. The reversal
must not exceed the carrying amount that would have been
determined (net of amortisation or depreciation) had no impairment
charge been recognised for the asset in prior periods. The reversal
of an impairment charge is recognised immediately as income in the
income statement, unless the asset is carried at a revalued amount,
in which case the reversal is treated as a revaluation increase.
Where an impairment charge is recognised in the income statement,
it is included among amortisation, depreciation and impairment
charges.
EMISSION ALLOWANCES, GREEN AND WHITE CERTIFICATES
Different accounting policies are applied to allowances or
certificates held for own use in the “Industrial Portfolio”, and those
held for trading purposes in the “Trading Portfolio”.
Surplus allowances or certificates held for own use, which are in
excess of the company’s requirement in relation to the obligations
accruing at the end of the year, are accounted for at cost in other
intangible assets. Allowances or certificates assigned free of charge
are accounted for at a zero value. Given that these are assets for
instant use, they are not amortised but are tested for impairment.
The recoverable amount is the higher of the asset’s value in
use and its market value. If, on the other hand, there is a deficit,
because the requirement exceeds the allowances or certificates in
portfolio at the end of the reporting period, provisions are made in
the financial statements for the charge needed to meet the residual
obligation; this is estimated on the basis of any spot or forward
purchase contracts already signed at the end of the reporting
period; otherwise, on the basis of market prices.
The burden resulting from the fulfilment of the energy efficiency
obligation is estimated on the basis of the average purchase price
for the contracts concluded, taking into accounts the certificates
in the portfolio at the financial statements date; a provision is
allocated for the difference between the purchase cost and
the contribution estimated pursuant to AEEGSI Resolution No.
13/2014/R/efr, to be paid at the time the certificates are delivered
in fulfilment of the obligation.
Allowances or certificates held for trading in the “Trading Portfolio”
are accounted for in inventories and measured at the lower of
purchase cost and estimated realisable value, based on market
trends.
Allowances or certificates assigned free of charge are accounted
for at a zero value. Market value is established on the basis of any
spot or forward sales contracts already signed at the end of the
reporting period; otherwise, on the basis of market prices.
INVENTORIES
Inventories are valued at the lower of cost and net realisable
value. The cost comprises all materials and, where applicable,
direct labour, production overheads and all other costs incurred in
bringing the inventories to their present location and condition. The
cost is calculated using the weighted average cost formula. The net
realisable value is the estimated selling price less the estimated
costs of completion and the estimated costs necessary in order to
make the sale.
Impairment charges incurred on inventories, given their nature, are
either recognised in the form of specific provisions, consisting of a
reduction in assets, or, on an item by item basis, as an expense in
the income statement in the period the impairment charge occurs.
161
FINANCIAL INSTRUMENTS
Financial assets and liabilities are recognised at the time when the
Group becomes a party to the instruments’ contractual clauses.
FINANCIAL ASSETS RELATED TO SERVICE CONCESSION ARRANGEMENTS
With reference to the application of IFRIC 12 to the public
lighting service concession, ACEA adopted the Financial Asset
Model recognizing a financial asset to the extent that it has an
unconditional contractual right to receive cash flows.
TRADE RECEIVABLES AND OTHER ASSETS
Trade receivables, which have normal commercial terms, are
recognised at face value less estimated provisions for the
impairment of receivables.
The estimate of uncollectible amounts is made when collection of
the full amount is no longer probable.
Trade receivables refer to the invoiced amount which, at the date
of these financial statements, is still to be collected, as well as the
receivables for revenues for the period relating to invoices that will
be issued later.
Non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market are initially stated at fair
value.
After initial recognition, they are carried at amortised cost using the
effective interest method.
At the end of each reporting period, the Group assesses if there
has been impairment for a financial asset, or a group of financial
assets. A financial asset or a group of financial assets is subject
to impairment if, and only if, there is evidence of impairment, as
a consequence of one or more events that occurred after initial
recognition, which had an impact on future estimated cash flows.
Impairment can be shown by indicators such as financial difficulties,
failure to meet obligations, non-payment of significant amounts, the
probability that the debtor goes bankrupt or is subject to another
form of financial reorganisation, and if objective data shows that
there is a measurable decrease in future estimated cash flows..
Cash and cash equivalents include cash at bank and in hand,
demand deposits and highly liquid short-term investments, which
are readily convertible into cash and are subject to an insignificant
risk of changes in value..
ATTIVITÀ FINANZIARIE
Financial assets are recognised and derecognised at the trade date
and initially recognised at cost, including any directly attributable
acquisition costs.
At each future balance sheet date, the financial assets that the
Group has a positive intention and ability to hold to maturity (heldto-maturity financial assets) are recognised at amortised cost using
the effective interest method, less any impairment charges applied
to reflect impairments.
Financial assets other than those held to maturity are classified as
held for trading or as available for sale, and are stated at fair value
at the end of each period.
When financial assets are held for trading, gains and losses deriving
from changes in fair value are recognised in the income statement
for the period. In the case of financial assets that are available
for sale, gains and losses deriving from changes in fair value are
recognised directly in a separate item of shareholders’ equity until
they are sold or impaired. At this time, the total gains and losses
previously recognised in equity are recycled through the income
statement for the period. The total loss is equal the difference
between the acquisition cost and current fair value.
The fair value of financial instruments traded in active markets
is based on quoted market prices (bid prices) at the end of the
reporting period. The fair value of investments that are not traded
in an active market is determined on the basis of quoted market
prices for substantially similar instruments, or calculated on the
basis of estimated future cash flows generated by the net assets
underlying the investment.
Purchases and sales of financial assets, which imply delivery within
a timescale generally defined by the regulations and practice of the
market in which the exchange takes place, are recognised at the
trade date, which is the date the Group commits to either purchase
or sell the asset.
162
FINANCIAL LIABILITIES
Financial liabilities are stated at amortised cost. Borrowing costs
(transaction costs) and any issue premiums or discounts are
recognised as direct adjustments to the nominal value of the
borrowing. Net financial costs are consequently re-determined
using the effective rate method.
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are initially recognised at cost and
then re-measured to fair value at subsequent end of the reporting
periods. They are designated as hedging instruments when the
hedging relationship is formally documented at its inception and
the periodically verified effectiveness of the hedge is expected to
be high.
Fair Value Hedges are recognised at fair value and any gains or
losses recognised in the Income Statement. Any gains or losses
resulting from the fair value measurement of the hedged asset or
liability are similarly recognised in the Income Statement.
In the case of Cash Flow Hedges, the portion of any fair value gains
or losses on the hedging instrument that is determined to be an
effective hedge is recognised in shareholders’ equity, whilst the
ineffective portion is recognised directly in the Income statement.
TRADE PAYABLES
Trade payables, which have normal commercial terms, are stated at
face value.
DERECOGNITION OF FINANCIAL INSTRUMENTS
PROVISIONS FOR LIABILITIES AND CHARGES
Financial assets are derecognised when the Group has transferred
all the related risks and the right to receive cash flows from the
investments.
A financial liability (or portion of a financial liability) is derecognised
when, and only when, it is extinguished, i.e. when the obligation
specified in the contract is either fulfilled, cancelled or expires.
If a previously issued debt instrument is repurchased, the debt
is extinguished, even if the Group intends to resell it in the near
future. The difference between the carrying amount and the
amount paid is recognised in the income statement.
Provisions for liabilities and charges are made when the Group
has a present (legal or constructive) obligation as a result of a past
event, if it is more likely than not that an outflow of resources will
be required to settle the obligation and the related amount can be
reliably estimated.
Provisions are measured on the basis of Management’s best
estimate of the expenditure required to settle the present
obligation at the end of the reporting period, and are discounted
when the effect is significant.
Where the financial effect of time is significant and the obligation
due dates can be reliably estimated, the provision is determined by
discounting the expected future cash flows determined by taking
into account the risks associated with the obligation at the average
borrowing rate of the company; the increase in the provision
resulting from the time value of money is recognized in the income
statement under “Net financial income/(expense)”.
When the liability regards the cost of dismantling and/or repairing
an item of property, plant and equipment, the initial provisions are
accounted for as a contra entry in respect of the asset to which
they refer. The provisions are released to the income statement
through depreciation of the item of property, plant and equipment
to which the charge refers.
163
ACCOUNTING STANDARDS, AMENDMENTS, INTERPRETATIONS AND IMPROVEMENTS APPLIED
FROM 1 JANUARY 2013
The following documents have already been issued by the
IASB and endorsed by the European Union as amendments to
international accounting standards in force from 1 January 2013:
AMENDMENTS TO IAS 1: PRESENTATIONS OF ITEMS OF OTHER
COMPREHENSIVE INCOME
On 16 June 2011, the IASB issued the document “Presentations of
Items of Other Comprehensive Income (amendments to IAS 1)”,
the result of joint work carried out with the FASB, which provides
a guide on the presentation and classification of items contained
in the statement of Other Comprehensive Income (“OCI”).
The standard does not modify the possibility of presenting all
revenue and cost items recorded in one financial year in a single
statement of comprehensive income, or in two statements: one
statement which shows profit (loss) components for the year
(separate income statement) and a second statement which
starts with profits (losses) for the year and shows the items of the
statement of Other Comprehensive Income.
The standard requires items of Other Comprehensive Income be
grouped together into two categories, depending on whether they
can be reclassified or not, in the income statement in a future
period.
in Official Journal of the European Union No. 146 on 6 June 2012.
They must be retrospectively applied to financial statements in
years beginning 1 July 2012 or thereafter.
AMENDMENTS TO IAS 19: “EMPLOYEE BENEFITS”
On 16 June 2011, the IASB issued an amended version of IAS 19
“Employee Benefits”.
Said document modifies the accounting of defined benefit plans
and termination benefits.
In the first place, it eliminated the possibility of using the “corridor
method” for recording actuarial profits and losses. In particular,
all actuarial profits and losses must be recorded in the statement
of Other Comprehensive Income (“OCI”), with no other option
available, in order to show the complete net balance of the plan
surplus/deficit in the statement of financial position. During the
transition in line with the requirements of the amended standard,
an entity that currently uses the “corridor method” may have to
record a higher liability/lower asset in the Statement of Financial
Position (with a matching entry in the Other Comprehensive
Income and, therefore, Equity). When fully applied, said
amendment will generate higher volatility in the statement of
financial position and in the statement of Other Comprehensive
Income, but the income statement will no longer be affected by
the amortisation of actuarial profits/losses.
Secondly, provision is made for a new approach to the
presentation and accounting of changes in the following
components of defined benefit obligations and plan assets in the
income statement and the statement of Other Comprehensive
Income:
164
• Service Costs are charged to the income statement: these
include costs for services provided in the year, effects generated
by past service costs and curtailments (both now recorded
immediately in the year they occur) and profits/losses generated
by settlement of the plan (in particular, generated by payments
not in keeping with the terms of the plan, for example, early
termination of the plan)
• Net Interests which are recorded in the income statement,
• Remeasurements which are booked to the Statement of Other
Comprehensive Income: these include, among other things,
actuarial profits/losses on plan liabilities. Remeasurements
are never reclassified to the income statement, but can be
transferred to shareholders’ equity (e.g. among profit reserves).
Thirdly, the new Standard requires additional disclosures, to be
provided in the notes.
in Official Journal of the European Union No. 146 of 6 June 2012.
They must be applied to financial statements in years beginning
1 January 2013 or thereafter and early adoption is permitted.
Retrospective application is required with certain exceptions and
comparative sensitivity analysis for financial years starting before 1
January 2014.
AMENDMENTS TO IFRS 1 “FIRST-TIME ADOPTION OF
INTERNATIONAL FINANCIAL REPORTING STANDARDS - SEVERE
HYPERINFLATION AND REMOVAL OF FIXED DATES FOR FIRSTTIME ADOPTERS” AND TO IAS 12 “INCOME TAXES - DEFERRED
TAX: RECOVERY OF UNDERLYING ASSETS”, ADOPTION OF IFRS
13 “FAIR VALUE MEASUREMENT”
With Regulation (EU) No. 1255/2012 of the Commission of
11 December 2012, published in Official Journal L 360 on 29
December 2012, the amendments to IFRS 1 “First-time adoption of
International Financial Reporting Standards - Severe hyperinflation
and removal of fixed dates for first-time adopters” and to IAS 12
“Income taxes - Deferred tax: recovery of underlying assets” were
adopted. IFRS 13 Fair value measurement, published by the IASB on
12 May 2011, was also adopted.
The objective of the amendments to IFRS 1 is to introduce a new
exception to the scope of application of IFRS 1: entities that were
subject to severe hyperinflation are authorised to use fair value to
replace the cost of assets and liabilities in their first statement of
financial position drawn up in compliance with IFRS.
Furthermore, those amendments also replace the references to
fixed dates in IFRS 1 with references to the transition date.
As regards IAS 12, which defines the accounting of income taxes,
the objective of the amendments is to introduce an exception to
the measurement principle into the principle itself in the form of a
rebuttable presumption based on which the carrying amount of the
investment property measured based on the fair value model would
be recovered through sale, and an entity would be required to apply
the tax rate applicable to the sale of the underlying asset.
Companies are required to apply the aforementioned amendments
at the latest from the beginning of the first annual period starting
after the date the regulation comes into effect (third day after
publication in the Official Journal of the European Union) or
subsequently.
IFRS 13 establishes a single IFRS framework for fair value
measurements and provides a complete guide on how to measure
the fair value of financial and non-financial assets and liabilities.
IFRS 13 applies when another IFRS requires or allows fair value
measurements or requires additional information on fair value
measurements.
The companies shall begin applying IFRS 13, at the latest, on the
first day of the first financial year beginning on or after 1 January
2013.
IMPROVEMENTS TO IFRSS (2009-2011 CYCLE)
The document was published by the IASB in May 2012 and
endorsed by Regulation (EU) No. 301 on 27 march 2013. This is
the result of the fourth annual improvement process which aims
to simplify and clarify international accounting standards and the
relevant interpretations of the same. Amendments must be applied
in financial statements for years beginning on or after 1 January
2013.
ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLICABLE AFTER THE
END OF THE YEAR AND NOT ADOPTED IN ADVANCE BY THE GROUP
A) NEW ACCOUNTING STANDARDS, AMENDMENTS TO
ACCOUNTING STANDARDS AND INTERPRETATIONS
ADOPTED IN THE EUROPEAN UNION
• assessment of the investment in a joint venture based on the
shareholders’ equity method instead of the proportionate
method, which is no longer permitted
The new standard sets forth that:
1. if the assets and liabilities are not contained in a special vehicle,
IFRS 10 – CONSOLIDATED FINANCIAL STATEMENT
IFRS 12 – DISCLOSURE OF INTERESTS IN OTHER ENTITIES
the joint arrangement is a joint operation;
2. if the arrangement’s assets and liabilities are contained in any
vehicle (partnership, joint stock company, consortium, etc.)
the joint arrangement may be either a joint operation or a joint
venture.
In a nutshell, a joint arrangement is a joint venture if:
• the arrangement’s assets and liabilities are contained in a
vehicle whose legal form does not grant the parties rights to the
assets and obligations for the liabilities contained in the vehicle,
• contractual agreements do not change the vehicle’s legal form
and
• the vehicle is able to operate independently from the parties.
I documenti sono stati emanati il 12 maggio 2011 nell’ambito del
progetto dello IASB che ha l’obiettivo di includere in un unico
principio due criteri di consolidamento presenti nello IAS 27 (più
focalizzato sul controllo) e nel SIC 12 (più orientato sui rischi e i
benefici), e quindi fornire delle linee guida più complete per stabilire
in quali circostanze una SPE oppure un’entità di cui non si detenga
la maggioranza dei diritti di voto (anche potenziali) debba essere o
meno consolidata.
In sintesi si ha il controllo nelle circostanze in cui è dimostrabile
che l’investitore ha il potere di decidere sull’attività dell’impresa
su cui ha investito ed è esposto alla variabilità dei ritorni della
stessa impresa e quindi ha l’abilità di usare il proprio potere per
influenzarne i ritorni.
IFRS 11 – JOINT ARRANGEMENTS
The document was issued on 12 May 2011, and is intended to
replace the current IAS 31. IFRS 11 is based on the following core
principles:
• classification of arrangements in only two manners (joint
operation and joint venture) instead of the three set forth in IAS
31
• distinction between the two types of arrangement based on
their content
• reporting of contractual rights and obligations resulting from the
arrangement on the basis of its content
The principles were endorsed and published in Official Journal of
the European Union No. 360 on 29 December 2012. The companies
shall begin applying IFRS 10, IFRS 11, IFRS 12, the amended IAS 27
and the amended IAS 28, at the latest, on the first day of the first
financial year beginning on or after 1 January 2014.
Although the accounting principles have been endorsed at the end
of 2012, throughout 2013, and in the early months of 2014, there
were several issues concerning the application of the international
accounting standards described above. These issues are principally
due to the significant change in the method of accounting for joint
ventures introduced with IFRS11. It should be noted that, in January,
2014, the IFRIC received numerous requests for clarifications on
the application of IFRS11 in relation to which there are still some
important issues concerning the classification of joint arrangement
in the two types of joint operations and joint ventures.
165
In order to verify whether the new concept of control will mean
changes in the consolidation method used by some Companies,
the Group analysed corporate deeds and documents (by-laws,
shareholders’ agreements, contracts, …).
As well as this on the paper analysis, the effective and concrete
dynamics of corporate governance were analysed, taking also
into account the shareholders’ identity, the aim of their respective
equity investments and the contribution of each party to the
development of business.
This analysis involved several investments in the Acea Group with
particular reference to the investments in the water companies in
Tuscany, Umbria and Campania that under the existing provisions
of the articles of associations or shareholders’ agreements on
ownership structure and governance are consolidated using the
proportionate method.
Despite ACEA is the industrial partner for the companies in
question and, through the Chief Executive Officer, whom it is
entitled to designate by virtue of the shareholders’ agreements
in place, has wide management powers over current operations
in all areas of activity, the outcome of the analyses confirmed
that the investments in the water companies in Tuscany, Umbria
and Campania fall within the scope of IFRS11 according to which,
from 1 January 2014, the only permitted consolidation method
is the equity method. Accordingly, the summary results from
consolidation according to the equity method of such investments
shall be included in the Group’s EBITDA, as no events occurred
leading to a change in the provisions of the articles of associations
or the shareholders’ agreements in place or in the management
activity carried out by the industrial partner.
The principal legal entities subject to the above analysis are listed
below.
Operating
segment
Company
Consolidation
method until
31/12/2013
Consolidation
method as of
01/01/2014
Environment
Ecomed
Proportionate
Equity method
Energy
Umbria Energy
Proportionate
Line-by-line
Elga Sud
Proportionate
Line-by-line
Voghera Energia Vendite
in liquidazione
Proportionate
Equity method
Consorcio Agua Azul
Proportionate
Equity method
Acque e controllate
Proportionate
Equity method
Publiacqua e controllate
Proportionate
Equity method
Umbra Acque
Proportionate
Equity method
Proportionate
Equity method
GORI
Proporzionale
Equity method
Intesa Aretina e Nuove
Acque
Proportionate
Equity method
Ecogena
Proportionate
Equity method
Water
Networks
166
AMENDMENTS TO IFRS 10, IFRS 12 AND IAS 27
“INVESTMENT ENTITY”
Regulation (EU) No. 1174/2013 of the Commission of 20 November
2013 was published in Official Journal L 312 on 21 November
2013, and adopts the Amendments to IFRS 10, IFRS 12 and IAS 27
“Investment entity” published by the IASB on 31 October 2012.
The document makes some amendments to IFRS 10 and therefore
also to IFRS 12 and IAS 27 (2011) to grant companies managing and
evaluating its investments at fair value (generally called “Investment
entity”) exemption from the consolidation obligations required by
IFRS 10.
The ratio of the exemption derives from the fact that for said
company, the arrangement pursuant to the fair value measurement
of its investments is of greater significance than that deriving from
the consolidation of investment assets and liabilities.
or after 1 January 2014. Earlier application is permitted.
GUIDELINES FOR TRANSITIONAL PROVISIONS
(AMENDMENTS TO IFRS 10, 11 AND 12))
Regulation (EU) 313/2013 of the Commission of 4 April 2013 was
published in Official Journal L 95 on 5 April 2013, adopting the Guidelines
to transitional provisions (Amendments to IFRS 10, 11 and 12).
The aim of the amendments is to clarify the intent of the IASB on first
publication of the guidelines for transitional provisions in IFRS 10.
The amendments also include a further streamlining of the transition
in IFRS 10, IFRS 11 and IFRS 12, limiting the obligation to provide
adjusted comparison information to the previous comparison period.
Furthermore, for information concerning non-consolidated structured
entities, the amendments exclude the obligation of presenting
comparative information for years before the date on which IFRS 12 is
applied for the first time.
January 2014.
AMENDMENTS TO IFRS 7 “FINANCIAL INSTRUMENTS:
DISCLOSURES - OFFSETTING FINANCIAL ASSETS AND
FINANCIAL LIABILITIES AND TO IAS 32 FINANCIAL
INSTRUMENTS: PRESENTATION - OFFSETTING FINANCIAL
ASSETS AND FINANCIAL LIABILITIES”
and adopts the Amendments to IFRS 7 Financial instruments:
Disclosures - Offsetting Financial Assets and Financial Liabilities
and to IAS 32 Financial instruments: Presentation - Offsetting
Financial Assets and Financial Liabilities (published by the IASB on
16 December 2011).
The amendments to IFRS 7 aim to provide additional quantitative
information to allow users to compare and reconcile information
generated by the application of IFRS and that generated by the
application of US Generally Accepted Accounting Principles (GAAP)
in a better way.
Furthermore, the IASB amended IAS 32 in order to provide
additional instructions to decrease inconsistencies in the practical
application of the principle.
The companies shall begin applying the aforementioned
amendments to IFRS 7 and IAS 32 on the first day of their first
financial year which begins on or after 1 January 2013.
The additional amendments to IAS 32 shall apply, at the latest, on
the first day of their first financial year which begins on or after 1
January 2014.
This Regulation also cancels paragraph 13 of IFRS 7, which should
have occurred with the adoption of the Amendments to IFRS 7
Financial instruments: Disclosures - Transfers of Financial Assets
were adopted with Regulation (EU) No. 1205/2011 of the Commission
of 22 November 2011. The provision in question must be applied
from 1 July 2011 in order to be effective. It must be applied
retroactively to ensure legal certainty for the issuers concerned.
B) NEW ACCOUNTING STANDARDS, AND IASB AMENDMENTS
TO ACCOUNTING STANDARDS
IFRS 9 FINANCIAL INSTRUMENTS - HEDGE ACCOUNTING
On 19 November 2013 the IASB published the document “IFRS 9
Financial Instruments - Hedge Accounting and amendments to
IFRS 9, IFRS 7 and IAS 39” concerning the requirements of the new
hedge accounting model.
The document aims to answer the criticism of the requirements
in IAS 39 held to be too strict and unsuitable for reflecting the risk
management policies of entities.
The greater flexibility of the new accounting rules is
counterbalanced by requests for additional information on the
company’s risk management activities.
The endorsement procedure has currently been suspended.
ANNUAL IMPROVEMENTS: 2010-2012 CYCLE AND 2011-2013 CYCLE
AMENDMENTS TO IAS 36 “DISCLOSURES ON RECOVERABLE
AMOUNT OF NON-FINANCIAL ASSETS”
adopting Disclosures on the recoverable amount of non-financial assets
(Amendments to IAS 36).
The amendments aim to clarify the information which must be provided
on the recoverable amount of assets, when this value is based on fair
value net of divestment costs, only for assets for which the value has
been reduced.
January 2014.
AMENDMENTS TO IAS 39 “FINANCIAL INSTRUMENTS:
RECOGNITION AND ASSESSMENT – NOVATION OF DERIVATIVES
AND CONTINUATION OF HEDGE ACCOUNTING”
and adopts the Amendments to IAS 39 “Financial instruments:
Recognition and assessment – Novation of derivatives and
continuation of hedge accounting” published by the IASB on 27
June 2013.
The amendments concern the introduction of some exemptions
to the hedge accounting requirements of IAS 39 if an existing
derivative must be replaced with a new derivative which has, by
law or regulation, directly (or even indirectly) a Central Counterparty
(CCP).
The document is inspired by the introduction of the European
Market Infrastructure Regulation (EMIR) on over-the-counter (OTC)
derivatives, which aims to implement central clearing for certain
classes of OTC derivatives (as required by the G20 in September
2009).
The amendments shall apply retrospectively, at the latest, on the
first day of the company’s first financial year which begins on or
after 1 January 2014, with earlier application permitted.
On 12 December 2013 the IASB published the documents
“Annual Improvements to IFRSs: 2010-2012 Cycle” and “Annual
Improvements to IFRSs: 2011-2013 Cycle” adopting these
amendments to principles in the annual process of improvement of
the same, concentrating on amendments considered necessary, but
not urgent.
or after 1 July 2014. Earlier application is permitted.
IFRS 14 REGULATORY DEFERRAL ACCOUNTS
On 30 January 2014 the IASB published IFRS 14 Regulatory Deferral
Accounts, the interim standard for the Rate-regulated activities
project.
IFRS 14 lets those who adopt the IFRS for the first time continue to
recognise rate regulation amounts using the accounting principles
adopted previously. To improve the comparison with the entities
already applying IFRS that do not recognise said amounts, the
standard requires that the effect of the rate regulation must be
presented separately from other items.
The standard applies from 1 January 2016, though earlier
application is permitted.
EXPOSURE DRAFTS ISSUED BY THE IASB
• On 2 December 2013 the IASB published the Exposure Draft
ED 2013/10 “Equity Method in Separate Financial Statements
(Proposed amendments to IAS 27)”. IAS 27 Separate Financial
Statements requires that an entity should recognise its equity
investments in subsidiaries, in jointly controlled entities and in
associates at cost or in accordance with the requirements of
IFRS 9 (or IAS 39 for entities who have not yet adopted IFRS 9).
The document, which does not specific a deadline for
application, proposes to introduce the option to use the equity
method in the separate financial statement of an entity to
recognise equity investments in subsidiaries, jointly controlled
entities and associates.
• On 11 December 2013 the IASB published Exposure Draft ED
2013/11 “Annual Improvements to IFRSs: 2012-2014 Cycle”.
These amendments must be applied for years beginning on or
167
after 1 January 2016.
• IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations – Changes in methods of disposal
The proposed amendment introduces specific guidance for
IFRS 5 if an entity reclassifies an asset (or a disposal group)
transferring it from the held for sale category to the held-fordistribution category (or vice versa), or when the recognition of
a held-for-distribution activity has ceased.
• IAS 19 Employee Benefits – Discount rate: regional market issue
This document proposes amendments to IAS 19 to clarify
that the high quality corporate bonds used to determine the
discount rate of staff termination benefits should be issued
in the same currency used for the payment of benefits. The
proposed amendments would mean that the scope of the high
quality corporate bond market to consider would be the same
as that of the currency.
• IAS 34 Interim Financial Reporting – Disclosure of information
“elsewhere in the interim report”
168
The document proposes amendments to clarify the
requirements in the case in which the information required is
presented in the interim financial report but not in the interim
financial statements. The amendment proposes that said
information be included through a cross-reference from the
interim financial statements and other parts of the interim
financial report and that said document is made available to
people reading the financial statement in the same way and at
the same time as for the interim financial statement.
CHANGES TO COMPARATIVE DATA
The statement of financial position differs from that published on
December 31, 2012 owing to the retrospective application of IAS
19R (Restated Financial Information).
The company also deemed it appropriate to adjust the discount
rate in order to timely align itself to the new provisions of IAS 19R.
CONSOLIDATED INCOME STATEMENT
Notes Ref.
31/12/2013
1
2
31/12/2012
OF WHICH
WITH RELATED
PARTIES
3,473,429
3,522,752
97.154
69.170
3,570,583
209.482
3,591,922
OF WHICH
WITH RELATED
PARTIES
INCREASE/
(DECREASE)
(49,323)
27.984
214.205
(21,339)
3
Staff costs
279.516
282.069
(2,553)
4
Costs of materials and overheads
2,525,043
2,632,098
(107,055)
2,804,559
5
26.998
2,914,167
67
92.175
(109,608)
122.030
88.569
(232)
766.092
6
Amortisation, depreciation, provisions and
impairment charges
382.296
383.796
182.485
281.605
122.030
7
Financial income
40.297
3
28.119
1
8
Financial costs
9
(Costs)/Income from Equity Investments
10
11
677.524
395.919
(137,724)
281.607
Taxation
128.324
Net profit/(loss) from continuing operations
153.284
161.912
75.860
182.488
85.300
141.940
122.031
77.383
77.424
(9,440)
122.031
67.984
122.031
64.557
7.917
182.488
119.695
42.271
9.440
11.344
12.178
(5,623)
122.031
86.052
182.488
102.191
10.949
862
182.488
0
153.284
Profit/(loss) attributable to non-controlling interests
(13,623)
(148,673)
(4,762)
Net profit/(loss)
12
182.485
300
3.427
Earnings (loss) per share attributable to Parent
Company's shareholders
Basic
0.6665
0.3634
0.3031
Diluted
0.6665
0.3634
0.3031
Earnings (loss) per share attributable to Parent
Company's shareholders, net of Treasury Shares
Basic
0.6678
0.3641
0.3037
Diluted
0.6678
0.3641
0.3037
Amounts in s thousand
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Net profit/(loss)
Profit/(Loss) from translation of financial statements expressed in a foreign currency
31/12/2013
31/12/2012
RESTATED
153,284
85,300
67,984
(2,612)
277
(2,889)
Profit/(Loss) from remeasurement of financial assets available for sale
Profit/(Loss) from the effective portion of hedging instruments
Actuarial Profit/(Loss) on defined benefit pension plans
INCREASE/(DECREASE)
0
0
0
17,709
(23,072)
40,781
4,722
(21,040)
25,762
(18,850)
Taxation
(6,301)
12,549
Total other comprehensive income, net of Tax
13,518
(31,286)
44,804
166,802
54,014
112,788
Total comprehensive income net of tax
Total comprehensive income (loss) net of tax attributable to:
Non-controlling interests
Group
11,510
7,279
4,231
155,292
46,735
108,557
Amounts in € thousand
169
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
NOTES
REF.
ASSETS
13
14
Investment property
15
Goodwill
31 DECEMBER
2013
OF WHICH
WITH RELATED
PARTIES
31 DECEMBER
2012 RESTATED
OF WHICH
WITH RELATED
PARTIES
INCREASE/
(DECREASE)
01 JANUARY
2012
RESTATED
2,021,364
2,057,724
2,066,439
(8,715)
2,872
2,933
(61)
2,993
148,971
147,082
1,889
151,244
16
Concessions
1,825,093
1,730,591
94,502
1,553,946
17
Other intangible fixed assets
84,478
77,730
6,748
115,067
18
Equity investments in subsidiaries and
11,407
16,415
(5,009)
14,795
associates
19
20
Deferred tax assets
21
Financial assets
34,788
22
Other assets
86,765
NON-CURRENT ASSETS
Inventories
Trade receivables
24
(1,437)
4,686
(18,478)
355,683
4,598,542
32,328
30,899
58,484
32,328
37,342
1,500,667
32,959
4,498,991
30,899
41,983
156,144
1,477,207
190,744
19,939
63,189
99,552
4,302,905
(4,641)
66,106
23,460
1,510,012
(7,898)
189,518
Current tax assets
109,463
23
85,562
57
23,900
57,089
117,268
59,101
152,225
71,787
(34,957)
172,768
215,268
2,316,450
247,595
CURRENT ASSETS
Non-current assets held for sale
LIABILITIES
135,774
1,829
28,282
127,877
TOTAL ASSETS
NOTES
REF.
4,716
361,642
23
3,279
343,164
589,471
2,482,087
423,698
6,722
7,087,352
31 DECEMBER
2013
165,773
321,022
262,588
165,638
2,316,514
0
0
6,822,162
293,487
265,189
6,619,419
31 DECEMBER
2012 RESTATED
OF WHICH
WITH RELATED
PARTIES
INCREASE/
(DECREASE)
01 JANUARY
2012
RESTATED
1,098,899
6,722
OF WHICH
WITH RELATED
PARTIES
Shareholders' equity
share capital
1,098,899
1,098,899
0
170,707
165,087
5,619
113,731
(459,476)
(449,461)
(10,016)
(377,321)
retained earnings/ (losses)
370,564
346,968
23,595
399,967
profit (loss) for the year
141,940
77,383
64,557
statutory reserve
other reserves
Total Group shareholders’ equity
1,322,633
Non-controlling interests
82,806
25
1,405,439
26
Staff termination benefits and other
0
1,238,877
0
77,183
0
117,379
1,316,060
0
128,742
83,756
1,235,277
5,623
74,667
89,379
1,309,944
(11,363)
107,181
defined benefit plans
27
28
Borrowings and financial liabilities
262,545
272,401
(9,856)
250,892
2,507,623
2,211,609
296,014
2,298,916
278,415
29
Other liabilities
351,377
278,663
72,715
30
104,830
93,603
11,227
99,969
358,736
3,035,373
NON-CURRENT LIABILITIES
3,343,755
0
2,985,019
0
Trade payables
1,306,882
130,259
1,267,161
92,864
39,721
1,344,785
(17,095)
286,441
1,638
(193,331)
540,645
61,510
68
(12,220)
102,232
2,519,739
94,569
(182,926)
2,274,102
0
0
265,189
6,619,419
282,566
Borrowings
698,076
33,565
891,407
49,290
17
2,336,813
163,842
Tax Payables
31
CURRENT LIABILITIES
24
Liabilities directly associated with assets
299,661
1,344
1,344
held for sale
TOTAL LIABILITIES AND SHAREHOLDERS'
7,087,352
163,842
6,822,162
EQUITY
170
94,569
CONSOLIDATED STATEMENT OF CASH FLOWS
31/12/2013
OF WHICH
WITH RELATED
PARTIES
31/12/2012
RESTATED
OF WHICH
WITH RELATED
PARTIES
INCREASE/
(DECREASE)
Cash flow from operating activities
Profit before tax from continuing operations
281,607
Profit before tax from discontinued operations
Depreciation/amortisation
Revaluations/impairment charges
Increase/(decrease) in provisions for liabilities
Net increase/(decrease) in staff termination benefits
Gains on disposals
Net financial interest expense
161,912
119,695
0
12,165
(12,165)
244,493
259,032
(14,539)
94,268
82,675
11,592
(9,856)
21,545
(31,400)
(10,248)
(4,231)
(6,017)
0
1,953
(1,953)
97,427
120,554
(23,127)
Income taxes paid
(84,607)
(107,528)
22,921
Cash flow generated by operating activities before changes in working
613,084
548,078
65,006
capital
Increase/(decrease) in inventories
(90,884)
(34,634)
(49,186)
(79,203)
(41,698)
39,314
46,769
(72,595)
(238,364)
111,908
4,641
23,895
(19,254)
Change in working capital
(46,930)
(97,886)
50,956
Change in other assets/liabilities during the period
(27,631)
19,370
(47,001)
TOTAL CASH FLOW FROM OPERATING ACTIVITIES
538,524
469,562
68,962
190,841
Cash flow from investment activities
Purchase/sale of property, plant and equipment
(113,018)
(303,859)
Purchase/sale of intangible fixed assets
(221,796)
(248,362)
26,566
(6,181)
4,098
(10,278)
Equity investments
Purchase/sale of investments in subsidiaries
4,730
Proceeds/payments deriving from other financial investments
Dividends received
Interest income received
TOTAL
0
4,730
33,144
(11,257)
(1,825)
(39,078)
34,969
0
0
823
823
(823)
35,577
30,780
4,796
(267,543)
(518,344)
250,801
Cash flow from financing activities
Non-controlling interests in subsidiaries' capital increase
Repayment of borrowings and long-term loans
Disbursement of borrowings/other medium/long-term loans
11
0
11
(403,027)
(213,708)
(189,319)
695,690
(126,876)
0
(123,247)
1
(3,629)
(77,434)
(77,434)
(47,813)
(47,813)
(29,621)
Interest expenses paid
TOTAL CASH FLOW
595,690
436,226
(193,571)
Dividends paid
100,000
31,927
Decrease/increase in other short-term borrowings
(105,207)
151,458
(14,367)
(629,797)
(256,665)
Cash flows for the period
165,773
102,676
63,097
Net opening balance of cash and cash equivalents
423,698
321,022
102,676
Net closing balance of cash and cash equivalents
589,471
423,698
165,773
171
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
€ thousand
Restated IAS 19
SHARE
CAPITAL
STATUTORY
RESERVE
OTHER
RESERVES
PROFIT FOR
THE PERIOD
TOTAL
NONCONTROLLING
INTERESTS
TOTAL
SHAREHOLDERS’
EQUITY
1,098,899
113,731
(47,599)
71,764
1,236,795
74,662
1,311,457
0
0
(1,519)
0
(1,519)
6
(1,513)
1,098,899
113,731
(49,118)
1,309,944
Net profit (loss)
Other comprehensive income (losses)
Total comprehensive income (loss)
0
Allocation of 2011 net profit
Change in basis of consolidation
Balances as at 31 December 2012 Restated
€ thousand
1,098,899
71,764
1,235,277
74,667
77,383
77,383
7,917
85,300
(30,648)
(30,648)
(637)
(31,286)
54,014
0
0
46,735
46,735
7,279
51,428
20,336
(71,764)
0
0
0
0
(44,635)
0
(44,635)
(3,178)
(47,813)
(72)
1,572
0
1,500
(1,585)
(85)
165,087
(71,845)
46,735
1,238,877
77,184
1,316,060
NONCONTROLLING
INTERESTS
TOTAL
SHAREHOLDERS’
EQUITY
SHARE
CAPITAL
STATUTORY
RESERVE
OTHER
RESERVES
PROFIT FOR
THE PERIOD
TOTAL
1,098,899
165,088
(71,845)
46,735
1,238,877
77,184
1,316,060
Net profit (loss)
0
0
0
141,940
141,940
11,344
153,284
Other comprehensive income (losses)
0
0
0
13,360
13,360
158
13,518
166,802
Total comprehensive income (loss)
0
0
0
155,300
155,300
11,502
Allocation of 2012 net profit
0
5,607
41,128
(46,735)
0
0
0
(53,241)
(53,241)
0
(53,241)
0
(19,025)
(5,168)
(24,193)
Distribution of 2013 interim dividend
0
0
(19,025)
0
12
711
0
722
(711)
11
Balances as at 31 December 2013
1,098,899
170,707
(155,514)
102,059
1,322,633
82,806
1,405,439
172
NOTES TO THE CONSOLIDATED INCOME STATEMENT
CONSOLIDATED NET REVENUE
As at 31 December 2013 these amounted to 3,570,583 thousand euros (3,591,922 thousand euros at 31 December 2012), recording a
decrease of 21,339 thousand euros (-0.6%) over the previous year, and are broken down as follows.
€ thousand
31/12/2013
31/12/2012
INCREASE/(DECREASE)
3,473,429
3,522,752
(49,323)
(1.4%)
97,154
69,170
27,984
40.5%
3,570,583
3,591,922
(21,339)
(0.6%)
Consolidated net revenue for the period include 14,364 thousand euros for additional revenues pertaining to 2012 recorded in the water
companies’ financial statements approved after the 2012 ACEA Group Consolidated Financial Statements; this additional revenue comprises
10,586 thousand euros for the FNI - new investment financing- component set by the individual Area Authorities pursuant to Resolution
No.585/1012 as specified in the report on operations for the period.
1.REVENUE FROM SALES AND SERVICES - 3,473,429 THOUSAND EUROS
This item reported an overall decrease of 49,323 thousand euros (-1.4%) compared to 31 December 2012, which closed with a total of
3,522,752 thousand euros.
The breakdown of this item is provided in the following table.
€ thousand
Revenue from electricity sales and services
Revenue from gas sales
Revenue from the sale of certificates and rights
31/12/2013
31/12/2012
INCREASE/(DECREASE)
2,414,209
2,414,185
24
0.0%
60,146
53,432
6,714
12.6%
(56.2%)
16,373
37,410
(21,038)
806,722
792,841
13,881
1.8%
Revenue from Overseas Water Services
13,108
37,384
(24,276)
(64.9%)
35,048
32,111
2,936
9.1%
97,540
128,520
(30,981)
(24.1%)
Connection fees
30,285
26,867
3,418
12.7%
3,473,429
3,522,752
(49,323)
(1.4%)
REVENUE FROM ELECTRICITY SALES AND SERVICES
Revenue from electricity sales and services amounted to 2,414,209 thousand euros and, net of intercompany eliminations, essentially
include the following items:
€ thousand
31/12/2013
31/12/2012
INCREASE/(DECREASE)
45,189
39,059
6,130
15.7%
1,907,065
1,944,400
(37,335)
(1.9%)
414,078
382,822
31,256
8.2%
45,041
45,462
(421)
(0.9%)
Energy from photovoltaic plants
1,156
1,235
(79)
(6.4%)
Cogeneration
1,287
1,098
189
17.2%
392
110
283
257.6%
2,414,209
2,414,185
24
0.0%
Electricity and heat generation
Electricity sales
Transport and metering of energy
Energy sales from WTE
Other
Total revenue from electricity sales and services
The major changes refer to:
• The increase in revenue from electricity and heat generation
amounting to 6,130 euros was mainly driven by the restarting
of the Orte plant that only took place during the second quarter
of last year, mainly after shutting down plants for repowering
operations, During the year the Company achieved a production
volume of 500.3 GWh (+133.5 GWh),
173
• The decrease in revenue from energy sales of 37,335 thousand
euros as a result of lower sales volumes and taking into
account the performance of prices. The sale of electricity on
the protected categories market was equal to 3,234 GWh.
The number of withdrawal points in 2013 totalled 1,072,062
(1,088,701 at 31 December 2012). The decrease is linked to
the opening up of the market following completion of the
liberalisation process. The sale of electricity on the free market
came to 9,382 GWh with 301,276 withdrawal points recorded at
31 December 2013 (they were 297,988 at 31 December 2012),
• The increase of 31,256 thousand euros in revenue from
the transport and metering of energy primarily due to the
different value attributed to the tariff parameters, as well as
the combined effect of the reduced electricity fed into the grid
and the increased amount. Revenue in 2013 was recognised
on the basis of the new rules introduced by the AEEGSI for the
fourth regulatory period that introduced significant changes
compared to the previous tariff period; indeed the “business
tariff” was introduced that absorbs the specific equalisation and
some forms of general equalisation envisaged in the previous
regulatory periods. The application of the general equalisation
mechanisms resulted in income of 77,981 thousand euros at 31
December 2013 with a greater impact of 29,135 thousand euros
compared to the prior year.
€ thousand
Green certificates
CO2 rights
• In addition to the equalisation items mentioned above,
revenue was higher by 13,900 thousand euros for recoveries
of general equalisations for the years prior to 2013, following
the Equalisation Fund and the AEEGSI notifications relating to
adjustments on the general equalisation amounts.
REVENUE FROM GAS SALES
Revenue from gas sales amounted to 60,146 thousand euros,
up 6,714 thousand euros compared to 31 December 2012 due
to the increased volumes sold by the companies in the Energy
Segment (+1.1% compared to 2012). Furthermore, the company
sold 100 million smc of gas to end customers and wholesalers
corresponding to 98,676 redelivery points.
REVENUE FROM THE SALE OF CERTIFICATES AND RIGHTS
Revenue from the sale of certificates and rights amounted to
16,373 thousand euros, down 21,038 thousand euros compared
to the previous year. This item includes the recognition of revenue
from green certificates by Acea Produzione (16,228 thousand
euros) accruing in relation to energy produced at the Salisano
plant and the Orte plant after repowering operations completed
in 2012. The value of white certificates (EEB - Energy Efficiency
Bonds) decreased by 23,628 thousand euros due to the effect of
completion of energy-saving projects.
The breakdown of this item by type is as follows:
31/12/2013
31/12/2012
INCREASE/(DECREASE)
16,237
12,107
4,130
34.1%
(91.9%)
136
1,676
(1,540)
EEB
0
23,628
(23,628)
0.0%
Total
16,373
37,410
(21,038)
(56.2%)
REVENUE FROM THE INTEGRATED WATER SERVICE
Revenue from the Integrated Water Service is generated by companies managing the service in Tuscany, Umbria, Lazio and Campania.
These revenues amounted to 806,772 thousand euros, up 13,881 thousand euros (+1.8%) compared with the previous year (792,841
thousand euros).
Details of the breakdown by company are given below.:
€ thousand
ACEA Ato2
31.12.2013
31.12.2012
INCREASE/(DECREASE)
471,497
502,618
(31,121)
(6.2%)
GORI
58,914
51,956
6,958
13.4%
ACEA Ato5
54,129
53,069
1,060
2.0%
Gesesa
6,569
5,969
601
10.1%
Crea Gestioni
3,793
3,355
438
13.1%
594,903
616,966
(22,064)
(3.6%)
Publiacqua
87,702
67,171
20,531
30.6%
Acque
53,296
45,534
7,762
17.0%
35,737
30,646
5,091
16.6%
Umbra Acque
27,491
24,627
2,864
11.6%
Nuove Acque
7,593
7,465
129
1.7%
Other minor entities
0
433
(433)
(100.0%)
Total Tuscany-Umbria
211,820
175,875
35,945
20.4%
806,722
792,841
13,881
1.8%
Total Lazio-Campania
174
The revenue for the period was impacted positively by recognition
of the NIF (New Investments Fund) component accruing in 2012
and 2013 this was resolved by the Area Authorities ex Article 6 of
AEEG Resolution No. 585/2012 (Temporary Tariff Method for the
years 2012 and 2013). The total amount of this component was
45,500 thousand euros, of which 10,586 thousand euros referred
to 2012. With reference to the previous year, the component was
recognized for the following companies: Publiacqua (7,649 thousand
euros), Acquedotto del Fiora (2,209 thousand euros) and Acque (731
thousand euros).
Note that, in 2012, this item included higher tariff adjustments for
the 2006-2011 period awarded to ACEA Ato2 by resolution of the
Mayors’ Conference on 17 April 2012 (40,398 thousand euros).
REVENUE FROM OVERSEAS WATER SERVICES
These revenues amounted to 13,108 thousand euros, down 24,276
thousand euros compared with the previous year (37,384 thousand
euros).
The change was mainly due to the expiry of the Aguazul Bogotá
concession contract on 31 December 2012. The activity continued
by entering into a series of service agreements that provide for the
use of tools and technical personnel by the new operator.
REVENUE FROM BIOMASS TRANSFER AND LANDFILL MANAGEMENT
These revenues amounted to 35,048 thousand euros, up 2,936 thousand euros compared with the previous year (32,111 thousand euros).
The breakdown by company is provided below:
€ thousand
A.R.I.A.
SAO
31.12.2013
31.12.2012
17,535
12,145
INCREASE/(DECREASE)
5,390
9,959
12,461
(2,502)
Kyklos
4,700
4,577
123
Aquaser
2,296
2,752
(456)
239
176
63
Solemme
Samace
Innovation and environmental sustainability
78
0
78
240
0
240
35,048
32,111
2,936
The performance in 2013 was essentially due to the Terni WTE plant going into production at the end of the 2012 financial year, and an
increase in the quantities conferred and average price.
REVENUE FROM SERVICES TO CUSTOMERS
This item amounted to 97,540 thousand euros (128,520 thousand euros at 31 December 2012) recording a decrease of 30,981 thousand euros.
This type of revenue comprises:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
INCREASE/(DECREASE)
Public Lighting - Rome
53,285
64,616
(11,331)
(17.5%)
Public Lighting - Naples
7,776
7,598
178
2.3%
20,840
29,623
(8,783)
(29.7%)
Revenue from services requested by third parties
Intercompany services
6,392
5,755
637
11.1%
PV power
1,853
13,248
(11,395)
(86.0%)
GIP revenue
7,394
7,681
(287)
(3.7%)
97,540
128,520
(30,981)
(24.1%)
The decrease in the period was essentially due to: i) revenue from
Public Lighting referred to Roma Capitale (- 11,331 thousand euros)
essentially as a result of no new constructions being installed,
partially offset by the increased amount paid for the service
agreement (+ 3,869 thousand euros), following its review based
on the lighting points installed during the previous financial year;
ii) lower revenue generated by ARSE for sales and installation
activities of photovoltaic panels on behalf of third parties (- 11,395
thousand euros).
The work carried out at the request of third parties decreased by
8,783 thousand euros due to a reduction in the activities carried out
by ACEA Ato2 and ACEA Distribution.
The table below shows the breakdown of this item by operating
segment:
175
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
INCREASE/(DECREASE)
Environment
1,399
1,425
(26)
(1.8%)
Energy
2,190
2,242
(52)
(2.3%)
Water
16,933
23,725
(6,792)
(28.6%)
Networks
13,949
26,600
(12,651)
(47.6%)
Parent Company
63,069
74,528
(11,459)
(15.4%)
97,540
128,520
(30,981)
(24.1%)
CONNECTION FEES
This item amounted to 30,285 thousand euros, up by 3,418 thousand euros. These fees are broken down as follows:
• free and protected markets: 24,274 thousand euros (+ 3,350 thousand euros).
• water: 6,011 thousand euros (+ 68 thousand euros).
2.OTHER REVENUE AND PROCEEDS - 97,154 THOUSAND EUROS
This item increased by 27,984 thousand euros (+40.5%) compared
to 31 December 2012, which closed with a total of 69,170 thousand
euros.
(iii)decrease of 4,350 thousand euros in the bonus for service
continuity recognized by the Authority for Electricity and Gas to
ACEA Distribuzione,
(iv)the increase of 5,995 thousand euros in the grant assigned
by the Italian State to supplement the revenue from services
provided to the State of Vatican City. The change is due to the
different treatment of the grant in determining the restriction on
the Guaranteed Income (VRG) of ACEA Ato2
The change was mainly due to the following opposing effects:
(i) the increase in non-recurring gains for 14,821 thousand euros,
mainly from costs for which provisions had been allocated
in previous years but not incurred and revenue pertaining to
previous years, as well as from energy related items. The change
was also due to the allocation of revenues from previous years
for the construction of public lighting systems;
(ii)increase of 9.245 thousand euros of the item other revenues
mainly attributable to the energy area;
A breakdown of this item, compared to 31 December 2012, is provided in the table below.
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Non-recurring gains and
€ thousand 36,956
22,136
14,821
67.0%
other revenues
20,651
11,407
9,245
81.0%
Reimbursement for damages, penalties and charge-backs
8,720
6,059
2,661
43.9%
Regional grants
7,750
6,534
1,217
18.6%
Feed-in-tariff
5,391
5,515
(125)
(2.3%)
Government grant (Prime Ministerial Decree of 23/04/04)
7,911
1,916
5,995
312.9%
Seconded staff
1,830
3,127
(1,296)
(41.5%)
Property income
1,668
2,543
(875)
(34.4%)
IFRIC 12 margin
1,594
1,870
(276)
(14.7%)
Income from end users
1,526
888
638
71.9%
Service continuity bonuses
1,141
5,490
(4,350)
(79.2%)
Recharged cost for company officers
1,093
864
229
26.5%
Coverage of tariff subsidies to employees
587
685
(98)
(14.3%)
Other
336
138
198
144.0%
97,154
69,170
27,984
40.5%
176
CONSOLIDATED OPERATING COSTS
As at 31 December 2013 these amounted to 2,804,559 thousand euros (2,914,167 thousand euros at 31 December 2012), recording a
decrease of 109,608 thousand euros (-3.8%) over the previous year.
€ thousand
31.12.2013
31.12.2012
279,516
282,069
(2,553)
(0.9%)
Costs of materials and overheads
2,525,043
2,632,098
(107,055)
(4.1%)
2,804,559
2,914,167
(109,608)
(3.8%)
Staff costs
INCREASE/(DECREASE) % INCREASE/(DECREASE)
It should be noted that operating costs for the period include 1,814 thousand euros for costs pertaining to 2012 which were recognised in
the water companies’ financial statements approved after the 2012 ACEA Group consolidated financial statements.
3. STAFF COSTS - 279,516 THOUSAND EUROS
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Staff costs including capitalised costs
343,203
354,320
(11,117)
(3.1%)
Capitalised costs
(63,687)
(72,252)
8,565
(11.9%)
Total staff costs
279,516
282,069
(2,553)
(0.9%)
Staff costs
279,516
282,069
(2,553)
(0.9%)
IThe decrease in staff costs, including capitalised costs, amounted
to 11,117 thousand euros, substantially determined by the decrease
recorded in ACEA (- 4,517 thousand euros) and Agua Azul Bogotà
(- 9,269 thousand euros).
Staff costs were affected by the partial release of provisions set
aside for the second round of the medium - long term Incentive
Scheme and those set aside for senior and middle managers’
MBO and Bonuses, as the objectives assigned were only partially
achieved.
It should be noted that the employment contract for the Electric
sector was renewed which provides for the payment of a oneoff sum for the period January-March 2013 and the increase in
minimum pay effective from 1 April 2013; also the Federgasacqua
contract was renewed that provides, among other things, an
increase in minimum pay for the three-year period 2014-2016 and a
one-off sum for the period during which there is no effective labour
agreement in place.
A decrease is to be noted of 8,587 thousand euros with regard to
capitalised costs, essentially attributable to the water companies
with specific reference to ACEA Ato2.
The following tables show the average number of staff by operating
sector compared to same period of the previous year. The figure for
the end-year 2013 is also shown.
AVERAGE NUMBER OF EMPLOYEES
Environment
Energy
31.12.2012
∆
212
199
14
536
519
18
3,543
4,349
(806)
Lazio-Campania
2,102
2,162
(60)
Tuscany-Umbria
876
710
166
Overseas
406
1,325
(918)
Water
Engineering and services
Networks
Parent Company
TOTAL
31.12.2013
158
152
6
1,403
1,433
(31)
680
679
0
6,374
7,179
(805)
177
END-OF-PERIOD NUMBER OF EMPLOYEES
31.12.2013
31.12.2012
∆
Environment
216
193
23
Energy
515
530
(15)
Water
3,522
4,442
(920)
Lazio-Campania
2,081
2,119
(38)
Tuscany-Umbria
876
869
8
Overseas
404
1,298
(894)
Engineering and services
Networks
Parent Company
TOTAL
160
156
4
1,385
1,410
(25)
666
683
(17)
6,304
7,257
(953)
4.COSTS OF MATERIALS AND OVERHEADS – 2,525,043 THOUSAND EUROS
This item reported an overall decrease of 107,055 thousand euros (-4.1%) compared to 31 December 2012, which closed with a total of
2,632,098 thousand euros.
€ thousand
Electricity, gas and fuel
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
% INCREASE/
(DECREASE)
2,036,287
2,084,204
(47,917)
(2.3%)
Materials
36,437
62,401
(25,965)
(41.6%)
Services
311,772
330,545
(18,773)
(5.7%)
Concession fees
66,657
74,018
(7,361)
(9.9%)
Cost of leased assets
28,071
29,363
(1,291)
(4.4%)
Other operating costs
45,819
51,568
(5,749)
(11.1%)
2,525,043
2,632,098
(107,055)
(4.1%)
It should be noted that the item Materials was mainly influenced by fewer activities related to sales, supply and installation of photovoltaic
panels carried out by ARSE until 31 December 2012.
ELECTRICITY, GAS AND FUEL COSTS
€ thousand
Purchase and transport of electricity
Gas
Green certificates and CO2 rights
White certificates
Other costs
Total
31.12.2013
31.12.2012
INCREASE/(DECREASE)
2,008,212
2,027,249
(19,038)
20,714
36,315
(15,601)
15
7
7
(12,177)
0
12,177
7,346
8,456
(1,109)
2,036,287
2,084,204
(47,917)
The change was mainly due to: i) lower costs relating to the procurement of electricity for the protected and free market and the related
transportation costs (-19,038 thousand euros) due to the combined effect of the lower amount of electricity distributed and sold and
the different price/quantity mix in the various months and time brackets. The Single Buyer (“Acquirente Unico”) costs, excluding energy
equalisation, amounted to 267,875 thousand euros (304,560 thousand euros at 31 December 2012); ii) the costs related to ARSE white
certificates that decreased to zero.
178
MATERIALS
The cost of materials amounted to 36,437 thousand euros and represents the cost of materials used during the period net of capital
expenditure, as shown in the table below.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
INCREASE/(DECREASE)
Purchase of materials
63,038
90,126
(27,088)
(30.1%)
Change in inventories
778
2,370
(1,591)
(67.2%)
63,816
92,496
(28,680)
(31.0%)
(27,380)
(30,095)
2,715
(9.0%)
36,437
62,401
(25,965)
(41.6%)
Change in inventories
Capitalised costs
Total
This item’s performance is essentially attributable to: i) ARSE
(- 12,964 thousand euros) as a result of discontinued purchases
of photovoltaic panels used to produce owned or held for sale
systems; ii) Agua Azul Bogotà (- 4,617 thousand euros) iii) ACEA
Distribuzione (- 4,691 thousand euros).
Capitalised costs posted a decrease of 2,715 thousand euros mainly
attributable to ACEA Distribuzione (- € 1,000 thousand euros) and
Acea Ato2 (- € 1,123 thousand euros).
The costs for materials incurred by the operating segments are
detailed below.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
INCREASE/(DECREASE)
Environment
4,851
4,244
607
14.3%
Energy
1,044
936
108
11.5%
Water
22,179
30,133
(7,954)
(26.4%)
7,624
24,100
(16,746)
(68.4%)
739
2,988
(2,249)
(75.3%)
36,437
62,401
(25,964)
(41.6%)
Networks
Parent Company
Costs for materials
The main change is attributable to the networks and specifically to ARSE.
SERVICES AND CONTRACT WORK
This item amounted to 311,772 thousand euros, down by 18,773 thousand euros from 330,545 thousand euros at 31 December 2012. An
analysis of the breakdown reveals the following:
31.12.2013
31.12.2012
INCREASE/(DECREASE)
INCREASE/(DECREASE)
Contract work
€ thousand
58,511
67,071
(8,560)
(12.8%)
Electricity, water and gas consumption
52,551
51,468
1,083
2.1%
Technical and administrative services (including consulting and
44,951
45,450
(500)
(1.1%)
Disposal and transport of sludge, slag, ash and waste
31,747
45,673
(13,926)
(30.5%)
Other services
27,940
27,937
3
0.0%
Payroll services
18,396
19,133
(737)
(3.9%)
Insurance costs
12.9%
freelance work)
17,928
15,879
2,048
Telephone and data transmission costs
8,713
8,421
292
3.5%
Internal use of electricity
7,773
8,957
(1,184)
(13.2%)
Postal expenses
6,771
5,813
958
16.5%
Advertising and sponsorship costs
5,933
6,777
(844)
(12.5%)
Intragroup services
5,934
6,087
(153)
(2.5%)
Cleaning, transport and porterage
5,541
4,654
887
19.1%
Corporate bodies
5,330
5,747
(417)
(7.3%)
Maintenance fees
4,859
4,032
828
20.5%
Bank charges
3,588
3,485
103
3.0%
Meter readings
2,668
1,799
869
48.3%
Seconded staff
1,001
581
420
72.3%
Travel and accommodation expenses
1,146
1,068
79
7.4%
489
511
(22)
(4.3%)
311,772
330,545
(18,773)
(5.7%)
Printing costs
Costs for services
During 2012 the costs related to the disposal and transport of sludge were higher than in 2013 owing to the seizure of some purifiers of
Acea Ato2.
179
CONCESSION FEES
L’importo complessivo di € 66.657 mila (- € 7.360 mila rispetto al 31 dicembre 2012 che chiudeva con l’ammontare di € 74.018 mila) è
riferito alle società che gestiscono in concessione alcuni Ambiti Territoriali nel Lazio, nella Campania, in Toscana e nell’Umbria.
La tabella che segue indica la composizione per Società confrontata con quella del precedente esercizio.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
ACEA Ato2
33,664
36,128
(2,464)
(6.8%)
ACEA Ato5
6,984
6,881
103
1.5%
Gori
4,877
9,555
(4,678)
(49.0%)
286
302
(16)
(5.4%)
52
52
0
0.0%
Gesesa
Crea Gestioni
Lazio - Campania area
45,862
52,917
(7,055)
(13.3%)
Publiacqua
11,379
12,265
(886)
(7.2%)
Acque
4,985
4,672
313
6.7%
2,136
2,086
50
2.4%
Umbra Acque
1,563
1,322
241
18.2%
Nuove Acque
733
733
0
0.0%
0
23
(23)
(100.0%)
Tuscany - Umbria Area
20,795
21,101
(306)
(1.4%)
Concession fees
66,657
74,018
(7,360)
(9.9%)
Lunigiana
The decrease is due to the reclassification to costs for concession fees of the previously capitalised portion of IWS loans that was carried
out by GORI in the previous year.
COST OF LEASED ASSETS
This item amounted to 28,071 thousand euros, down 1,291 thousand euros compared to the previous year.
The following table illustrates the changes by operating segment:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Environment
1,444
821
623
75.9%
Energy
3,467
7,018
(3,552)
(50.6%)
Water
9,176
9,172
4
0.0%
Networks
4,667
4,475
192
4.3%
Parent Company
Cost of leased assets
9,318
7,876
1,442
18.3%
28,071
29,363
(1,291)
(4.4%)
This item includes lease payments of 13,543 thousand euros and charges relating to other lease payments and rentals for 14,528 thousand
euros, slightly down compared to 31 December 2012.
OTHER OPERATING COSTS
Ammontano a € 45.810 mila al 31 dicembre 2013 e diminuiscono di € 5.758 mila.
La tabella che segue dettaglia tale voce per natura:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
General and administrative expenses
13,084
9,438
3,646
38.5%
Taxes and duties
11,987
13,386
(1,399)
(10.5%)
Non recurring losses
13,943
14,185
(242)
(1.7%)
Contributions paid and membership fees
3,401
2,864
537
18.7%
Damages and outlays for legal disputes
(4.1%)
2,343
2,442
(99)
Losses on asset disposals
535
397
138
34.8%
Fines and penalties
525
8,855
(8,330)
(94.1%)
45,810
51,568
(5,758)
(11.2%)
Total other operating costs
180
5. NET INCOME/(COSTS) FROM COMMODITY RISK MANAGEMENT
The change in the period mainly refers to:
(i) the increase in overheads, with specific reference to the Energy
segment;
(ii)a fine of 8,300 thousand euros due to the Antitrust Authority
by ACEA and Suez Environment in the previous period on the
basis of order no. 17623 of 22 November 2007, concerning
irregularities committed during tenders carried out in 2001 2004, for the awarding of water services in Tuscany.
As at 31 December 2013 the change in the fair value measurement
of financial contracts recognised in the consolidated income
statement was positive for 67 thousand euros.
The portfolio of financial instruments under Hedge Accounting was
the predominant component of the overall portfolio.
For further details please refer to the section “Additional
disclosures on financial instruments and risk management policies”
in the 2013 Consolidated Financial Statements.
Please note that the assessment of counterparty risk carried out in
accordance with IFRS 13 does not affect the effectiveness test carried
out on the instruments measured under Hedge Accounting rules.
6. AMORTISATION, DEPRECIATION, IMPAIRMENT CHARGES AND PROVISIONS - 382,296 THOUSAND EUROS
Compared to the previous year this item decreases by 13,623 thousand euros.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
244,493
257,866
(13,373)
(5.2%)
Provision for impairment of receivables
89,506
83,537
5,969
7.1%
48,297
54,516
(6,219)
(11.4%)
382,296
395,919
(13,623)
(3.4%)
TOTAL
AMORTISATION AND DEPRECIATION
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
(19,531)
Depreciation of tangible assets
123,683
143,214
Amortisation of intangible assets
118,990
110,318
8,672
1,820
4,334
(2,514)
244,493
257,866
(13,373)
Impairment charges
Total
The decrease in depreciation and amortisation amounting to 13,373
thousand euros resulted from the combined effects listed below:
• lower depreciation of 29,606 thousand euros in ACEA
Distribuzione owing to the full depreciation of part of the MV
network;
• higher depreciation of 6,227 thousand euros in Acea Produzione
due to the reduction in the useful life of the Tor di Valle plant
as a result of a technical-engineering analysis of the entire
production site which led to a reassessment of the useful lives
of certain components;
• higher depreciation for the entry into service of certain assets
such as the WTE plant in Terni following the revamping of the
system;
• higher amortisation/depreciation recorded by the water
companies in Tuscany as a result of the regulatory changes
occurred in 2013, with specific reference to the useful life of the
assets to be relinquished at the end of the concession.
The impairment refers to the partial write-down of the property,
plant and equipment carried out as a result of the fire that took
place in June 2013 in the industrial site of Paliano, which affected
part of the production plant and part of the PV system.
IMPAIRMENT CHARGES AND LOSSES ON RECEIVABLES
This item amounted to 89,506 thousand euros, up 5,969 thousand
euros, as a result of opposing factors: on the one hand, the increase
of 25,254 thousand euros in the companies of the Energy segment
and, on the other, the reduction in all the other segments, with
specific reference to the Water segment (- 13,289 thousand euros).
The breakdown by operating segment is provided below:
181
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
INCREASE/(DECREASE) %
Environment
141
1,207
(1,066)
(88.3%)
Energy
60,999
35,745
25,254
70.7%
Water
22,296
35,585
(13,289)
(37.3%)
3,526
3,210
317
9.9%
2,543
7,791
(5,247)
(67.4%)
89,506
83,537
5,969
7.1%
Networks
Parent Company
Impairment charges and losses on receivables
PROVISIONS
At 31 December 2013 provisions amounted to 48,297 thousand euros; their breakdown by type is as follows:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
3,743
13,274
(9,532)
(2,182)
Legal
Tax
Regulatory risks
Investees
Contributory risks
970
3,152
11,176
10,403
773
1,541
6,986
(5,445)
1,796
6,150
(4,354)
15,409
152
15,257
Contracts and supplies
2,061
2,683
(622)
Insurance excess
1,310
850
459
Total
IFRIC 12 restoration charges
Total Provisions
1,372
958
414
39,377
44,609
(5,213)
8,920
9,907
(988)
48,297
54,516
(6,219)
The breakdown of provisions by operating segment are shown in the following table:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Environment
612
2,652
(2,041)
(76.9%)
Energy
3,798
6,862
(3,065)
(44.7%)
Water
20,431
30,860
(10,428)
(33.8%)
Networks
15,809
4,954
10,854
219.1%
7,648
9,187
(1,539)
(16.8%)
48,297
54,516
(6,219)
(11.4%)
Parent Company
Provisions
The most significant provisions allocated during the year include
those for early retirement and staff redundancy costs (15,390
thousand euros) and those for the estimated charge to purchase
and/or produce energy efficiency certificates that help fulfil the
objective assigned to ACEA Distribuzione for 2013 taking into
account of the certificates in the portfolio at the balance sheet date,
and representing the difference between the purchase cost and the
182
estimated grant pursuant to AEEGSI Resolution No. 13/2014/R/efr,
which will be paid when the certificates are delivered in fulfilment
of the objective,
Further information is provided in note 27 and in the section
“Update on major disputes and litigation”.
7. FINANCIAL INCOME - 40,297 THOUSAND EUROS
€ thousand
Interest on loans and receivables
Bank interest income
Interest on trade receivables
IAS 19 Financial Income
Interest on other receivables
Financial income from discounting to present value
Financial income from measurement of fair value hedges
Other income
Financial income
Financial income amounted to 40,297 thousand euros, up 12,178
thousand euros compared to the previous year.
The change is mainly attributable to the recognition of income
from discounting to present value the amount payable by GORI to
the Campania Region as a result of the Agreement signed with the
Region for rescheduling the debt; according to the Agreement no
interest will be charged for the first 10 years and legal interest will
be due only from the eleventh year. Therefore according to IAS/
IFRS the debt was measured at fair value. A 2.44% rate was applied
31.12.2013
31.12.2012
INCREASE/(DECREASE)
705
1,867
(1,163)
1,638
553
1,084
16,024
19,344
(3,320)
0
374
(374)
2,385
2,833
(448)
17,119
1,926
15,193
821
0
821
1,606
1,221
384
40,297
28,119
12,178
to determine the new value recorded as financial income and
amounting to 14,389 thousand euros.
Income from valuation of fair value hedges amounted to 821
thousand euros and refer to the derivative instrument entered
into to hedge the interest rate risk on a part of the bond issued on
September 2013.
Interest on trade receivables was down 3,320 thousand euros, of
which 1,983 thousand euros relating to the Energy segment and the
remaining portion to the Water segment.
8. FINANCIAL COSTS - 137,724 THOUSAND EUROS
€ thousand
31.12.2013
Costs (Income) on interest rate swaps
31.12.2012
INCREASE/(DECREASE)
7,010
6,825
186
Interest on bonds
48,372
42,330
6,042
Interest on medium/long-term borrowings
34,022
43,116
(9,094)
Interest on short-term borrowings
(3,398)
14,639
18,037
Default interest and interest on deferred payments
4,697
4,345
351
Interest cost net of actuarial gains and losses
3,476
4,753
(1,277)
18,233
25,254
(7,021)
Factoring fees
Interest on payments by instalment
1,462
1,173
289
Costs from discounting to present value
1,143
0
1,143
Other financial charges
3,575
2,031
1,544
Interest payable to end users
913
864
49
Foreign exchange gains (losses)
183
(55)
237
137,724
148,673
(10,949)
Financial costs
Financial costs amounted to 137,724 thousand euros, down 11,949
thousand euros compared to 2012.
The average overall “All in” cost of the ACEA Group’s debt at 31
December 2013 stood at 3.41% against 3.46% of the previous
period.
With regard to finance costs related to borrowings, the following
changes should be noted:
• interest on bonds was up 6,042 thousand euros compared to 31
December 2012 as a result of the Bond placed on the market at
the beginning of September 2013;
• financial expense on medium, long and short term borrowings
decreased by a total of 12,492 thousand euros due to the
decrease in the average rate of interest;
• factoring fees decreased 7,021 thousand euros for the
cumulative effect of a reduction in the rate applied and a
reduction in the amount of factored receivables.
183
9. INCOME AND COSTS FROM EQUITY INVESTMENTS - (4,762) THOUSAND EUROS
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Income from investments in associates
3,016
1,602
1,414
(Costs) from investments in associates
(7,778)
(741)
(7,037)
(Costs)/Income from investments
(4,762)
862
(5,623)
Losses on equity investments refer to the consolidation of certain
Group companies according to the equity method (mainly Marco
Polo for 5,967 thousand euros and WRC Plc for 1,446 thousand
euros and Sinergia Group for 204 thousand euros).
Income from investments mainly refer to the equity accounted
investments in Agua de San Pedro for 772 thousand euros, GEAL for
695 thousand euros and Sogea for 114 thousand euros. The item
also includes the reversal of provisions for liabilities and charges
related to equity investments which proved in excess for 1,396
thousand euros.
10. INCOME TAX - 128,324 THOUSAND EUROS
The overall increase recorded in the period, equal to 39,546
thousand euros, is the result of the combined effect of the increase
in profit before tax and the higher number of companies subject to
the Corporate Income Tax (IRES) surcharge.
Tax expenses for the year were 128,324 thousand euros compared
to 86,052 thousand euros the previous year. In order to make
the comparison more useful, the difference in taxes including
discontinued operations in the previous year is commented below.
Income taxes for the year can be broken down as follows:
• Current taxes: 101,859 thousand euros (89,367 thousand euros at 31
December 2012),
• Net deferred/(prepaid) taxes: 24,465 thousand euros (-589 thousand
euros in 2012).
€ thousand
The table below shows the breakdown of taxes for the period and
the correlated percentage weight calculated on consolidated pretax profit.
2013
%
281,607
2012
%
174,078
Theoretical tax charge at 27.5% on profit before tax (A)
77,442
27.5%
47,872
Net deferred taxation (B)
26,465
9.4%
(589)
(0.3%)
Permanent differences (C)
(41,533)
(14.7%)
(22,357)*
12.9%
IRES (corporate income tax) for the period (D) =
62,374
22.1%
24,925
14.3%
(A) + (B) + (C)
39,236
13.9%
35,627
20.1%
6,710
2.4%
6,710
3.9%
108,320
38.5%
67,261
38.6%
20,004
7.1%
21,516
12.4%
128,324
45.6%
88,778
51.0%
IRAP (REGIONAL INCOME TAX) (E)
Tax Assets (F)
Total taxes recognised in Income statement (G) = (D) + (E) + (F)
Tax differences on intercompany transactions between
* The permanent differences for the year 2012 include IRES and IRAP reimbursement whose value was 15,815 thousand euros with an improvement in the tax rate of 9.1%
The tax rate for the year was 45.6% (51.0% in 2012).
184
27.5%
11. NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUING OR DISCONTINUED OPERATIONS
At 31 December 2012, this item includes the costs and revenues related to the PV business unit sold by ARSE to RTR Capital S.r.l. on 28
December 2012.
The transaction regarded the disposal of Apollo S.r.l., operating in the PV sector, whose asset portfolio includes plants located in Puglia, Lazio
and Campania, with total installed power of 32.544 MW.
€ thousand
2013
Operating revenues
18,926
Staff costs
(22)
Operating costs
1,836
GROSS OPERATING PROFIT
17,112
Amortisation, depreciation and impairment
5,500
charges
EBIT
11,612
Financing activities
(4,200)
Profit before taxes
7,412
Taxation
(2,707)
ATTIVITÀ NETTE CEDUTE
28.12.2012
103,738
Intangible Assets
2,896
Inventories
227
Advances
24
Trade receivables
321
Other receivables
0
Loans (Escrow account)
7,771
0
Provisions for deferred tax liabilities
Net profit (loss)
4,705
Tax payables
TOTAL CONSOLIDATION ADJUSTMENTS
4,144
Trade payables
TOTAL
8,849
Payables to the Parent Company ACEA
26
(5,055)
Other payables
Bank borrowings
(81,036)
Other borrowings
(23,839)
Total
5,074
Gain (loss) on disposal
1,953
Investment price
7,027
paid as follows:
Net cash flow from the disposal
93,524
Investment price collection (ARSE)
7,027
Loan repayment
78,401
Loan repayment at 31.01.2013
8,095
Please refer to corresponding section in the 2012 Consolidated
Financial Statements for further information.
12. EARNINGS PER SHARE
Earnings per share, determined in accordance with IAS 33, are shown below:
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
141,940
77,383
64,557
141,940
77,383
64,557
- basic (B)
212,964,900
212,964,900
0
- diluted (C)
212,964,900
212,964,900
0
€ thousand
Weighted average number of ordinary shares for the purpose of determining earnings per share
- basic (A/B)
0.6665
0.3634
0.3031
- diluted (A/C)
0.6665
0.3634
0.3031
185
€ thousand
31.12.2013
INCREASE/
(DECREASE)
31.12.2012
141,940
67,943
73,997
141,940
67,943
73,997
- basic (B)
212,547,907
212,547,907
0
- diluted (C)
212,547,907
212,547,907
0
Weighted average number of ordinary shares outstanding for the purpose of determining earnings per share
- basic (A/B)
0.6678
0.3197
0.3481
- diluted (A/C)
0.6678
0.3197
0.3481
NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS
As at 31 December 2013 these amounted to 7,087,352 thousand euros (6,822,162 thousand euros at 31 December 2012), representing an
increase of 265,189 thousand euros or 3.9% over the previous year; they are broken down as follows.
€ thousand
31.12.2013
31.12.2012
INCREASE/
(DECREASE)
INCREASE/
(DECREASE)
Non-current assets
4,598,542
4,498,991
99,551
2.2%
Current assets
2,482,297
2,316,450
165,847
7.2%
6,722
6,722
0
0%
7,087,352
6,822,162
265,189
3.9%
Total assets
13. PROPERTY, PLANT AND EQUIPMENT - 2,067,162 THOUSAND EUROS
The detail and changes of tangible assets in 2013 are shown below.
31/12/2012
Assets held for sale
Additions/Acquisitions
Depreciation
Other changes
31/12/2013
LAND AND
BUILDINGS
PLANT AND
MACHINERY
INDUSTRIAL
EQUIPMENT
OTHER
ASSETS
ASSETS UNDER
CONSTRUCTION
ASSETS TO BE
RELINQUISHED
INVESTMENT
PROPERTY
TOTAL
PROPERTY,
PLANT AND
EQUIPMENT
396,600
1,163,493
421,704
38,453
33,988
12,202
2,933
2,069,372
0
0
0
0
0
0
0
0
6,058
68,727
30,895
5,897
12,437
1,620
0
125,634
0
3,118
749
10
67
(14,562)
(82,254)
(15,936)
(9,186)
0
3,945
(61)
(123,683)
2,872
2,067,318
968
4,074
900
(704)
(13,206)
19
392,182
1,154,790
437,573
34,526
33,220
12,156
Capital expenditures during the reporting period were down
compared to the prior year for 168,7 million euros. Capital
expenditures are primarily those carried out by:
• ACEA Distribution for 102,510 thousand euros for the expansion
and works on the HV lines, the installation or reconstruction of
primary substations, maintenance and other operations on MV
and LV lines, in accordance with the priorities set out in the plan
and the operating needs arising during the period.
• A.R.I.A. for 6,300 thousand euros mainly for completion of the
revamping works on the WTE plant in Terni and the 1st line of
the San Vittore plant and works for technical and structural
186
0
(1,685)
(7,949)
restoration and system improvement of the 2nd and 3rd line of
the San Vittore del Lazio plant.
• Acea Produzione for 5,230 thousand euros for capital expenditures
primarily related to the production facilities and more
specifically the repowering work carried out on the hydroelectric
plant in Salisano and Orte and the extension of the district
heating network in the district of Torrino Mezzocammino. It
should be noted that as a result of authorizations obtained for
the repowering of the Tor di Valle plant, a technical-engineering
analysis of the entire production site was carried out, which led
to a reassessment of the useful lives of certain components and
consequent higher depreciation for the financial year 2013 of
• ACEA per 5,571 thousand euros, mainly related to extraordinary
maintenance on the registered office and capital expenditures in
hardware required for the projects to improve and develop the
IT network.
• the write-down of the Paliano plant (541 thousand euros)
as a result of the huge fire that caused its destruction; the
facility was subsequently seized by the judicial authorities for
evidentiary purposes;
• other write-downs on fixed assets of ACEA Distribution.
The change in the basis of consolidation refers to the acquisition
occurred on 1 July 2013 of 100% of SAMACE S.r.l. by Aquaser.
Other changes refer to reclassifications due to the commissioning of
assets under construction and disposals and divestments of assets
that specifically included:
• disposal of all computer equipment of the Group since an
agreement was signed that provides for the rental of electronic
equipment;
14. INVESTMENT PROPERTY - 2,872 THOUSAND EUROS
Investment property primarily includes land and buildings not used
in operations and held for rental. The decrease compared to the
end of last year is due to the effect of depreciation for 61 thousand
euros.
15. GOODWILL - 148,971 THOUSAND EUROS
At 31 December 2013 goodwill amounted to 148,971 thousand euros (147,082 thousand euros at 31 December 2012). The increase of 1,889
thousand euros compared to the prior year resulted from the acquisition of the business for the sale of electricity and gas from Arkesia
Energia e Gas S.p.A. and represents the difference between the purchase price (including the price adjustment) and the carrying amount of
the business unit.
The table below shows each CGU by operating segment:
€ thousand
31.12.2012
ACQUISITIONS
IMPAIRMENTS/
REVALUATIONS
OTHER
CHANGES
TOTAL
Energy:
137,436
480
0
0
137,917
Acea Produzione
91,618
Acea Energia
45,327
0
45,808
Acea Energia Holding
91,618
480
491
491
Water:
773
LABORATORI
773
Environment:
8,872
ARIA
7,744
Aquaser Group
1,128
1,409
147,082
1,889
Goodwill
0
0
0
773
773
1,409
0
10,281
7,744
In compliance with IAS 36, said balance sheet item, given that it is
an intangible asset with an indefinite useful life, is not subject to
amortisation, but subject to an analysis of congruity on an annual
basis or more frequently where events occur or there is a change of
circumstances that may lead to impairments.
Goodwill emerging at the date of acquisition is allocated to each of
the cash-generating units expected to benefit from the synergies
deriving from the acquisition. Impairment charges are identified
via tests that assess the capacity of each unit to generate cash
sufficient to recover the portion of goodwill allocated to it.
The test to verify the value of goodwill is performed by calculating
the difference between the recoverable amount, which is the
higher of the value in use and the fair value less costs to sell,
and the carrying amount of each Cash Generating Unit to which
goodwill has been allocated.
2,537
0
0
148,971
The value in use is the current value of expected financial flows
which can be assumed will derive from the continuative use of the
assets of the CGU. The fair value less costs to sell represents the
amount obtainable from the sale of an asset in an arm’s length
transaction between knowledgeable, willing parties.
The impairment test was performed by an authoritative
independent expert who estimated the recoverable amount in
terms of value in use of the CGUs by discounting the flows from
operating results at a post-tax rate equal to the weighted average
cost of the capital.
The recoverable amount of the CGUs – expressed in terms of value
in use – was estimated using a combination of the financial method,
sensitivity analyses and Montecarlo simulation techniques.
The application of the financial method to calculate the recoverable
amount and the subsequent comparison with the relevant carrying
187
amounts, involved estimating post tax wacc, operating flows and
the terminal value (TV) and, especially, the growth rate used for
the flow projection beyond the period of the plan; management
forecasts were used to determine operating flows and TV. The
recoverable amount of the CGUs using the financial method was
determined as the sum of the present value of the cash flows and
the present value of the TV.
OPERATING
AREA/CGU
AMOUNT
€ MILLIONS
The table below shows some of the CGUs that were allocated
a significant goodwill value compared to the overall goodwill
recognised in the financial statements, specifying the discount rates
used and cash flows time horizon for each type of recoverable
value considered. Following the impairment test, the values in the
financial statements were confirmed since they are recoverable.
RECOVERABLE
VALUE
WACC*
TERMINAL
VALUE
CASH FLOW
PERIOD
Energy:
Acea Produzione
91.6
value in use
6.6%
Perpetuity *
2018
Acea Energia
45.3
value in use
6.6%
Perpetuity without growth
2018
7.7
value in use
6.1%
Invested capital**
2018
Environment:
ARIA
* The terminal value was determined in two stages: the first stage concerns a normalized cash flow for the 2019-2029 period which was applied a 1% growth rate of; the second stage refers to
the period beyond 2029 in which a zero growth rate was applied.
** The terminal value was determined in two stages: the first stage through a normalized cash flow for the period 2019-2038 (useful life of the investment); the second stage is the net invested
capital at the end of 2038. Normalized cash flow was capitalized considering a prudential zero growth rate.
INTANGIBLE ASSETS
PATENT RIGHTS
OTHER INTANGIBLE
ASSETS
FIXED ASSETS IN
PROGRESS
CONCESSIONS
TOTAL INTANGIBLE
ASSETS
48,203
23,772
5,756
1,730,591
1,808,322
Additions/Acquisitions
9,182
4,206
13,807
189,490
216,685
(305)
300
130
0
125
Amortisation
(22,522)
(3,921)
(92,494)
(118,937)
Other changes
67
2,522
3,282
(2,494)
3,377
34,625
26,879
22,975
1,825,093
1,909,572
31.12.2012
31/12/2012
Assets held for sale
31/12/2013
0
16. CONCESSIONS AND RIGHTS ON INFRASTRUCTURE 1,825,093 THOUSAND EUROS
This item includes the values of concessions received from the
municipalities (219,469 thousand euros at 31 December 2013)
and, pursuant to IFRIC 12, the aggregate amount of tangible
infrastructures used for the management of the water service
(1,605,624 thousand euros).
More specifically, Concessions (amounting to 219,469 thousand
euros) refer to:
• for 185,981 thousand euros to the thirty-year concession
from Roma Capitale on the assets consisting of water and
sewage treatment facilities, and for 542 thousand euros to
the right arising from taking over the management of the
188
integrated water service in the Municipality of Formello. Rights
are systematically amortised on the basis, respectively, of the
remaining term of the concession signed between ACEA S.p.A.
and Roma Capitale and the remaining term of the Management
Agreement signed by the Mayors;
• for 26,080 thousand euros to concessions recognised in the
financial statements of companies operating in Tuscany;
• for 3,071 thousand euros to concessions recognised in the
financial statements of Gori. That item decreased by 15,317
euros compared to last year due to the reclassification of
instalments of integrated water service loans from that item to
operating costs in compliance with the Area Authority’s General
Meeting resolution of 27 October 2012.
This item also includes goodwill arising from consolidation
representing goodwill attributable to integrated water service
contracts and the A.R.I.A. Group, above all with regard to SAO
(3,480 thousand euros).
17. OTHER INTANGIBLE ASSETS - 84,478 THOUSAND EUROS
Infrastructural rights recognised in the financial statements amount
to 1,605,624 thousand euros (1,493,261 thousand euros as at 31
December 2012) and include material infrastructures used for the
management of the integrated water service.
Capital expenditures during the period amounted to 189,490
thousand euros and mainly refer to the work performed for the
remediation and expansion of water and sewage pipelines in the
various municipalities, the extraordinary maintenance of water
facilities and works on treatment facilities and new connections as
a result of works carried out in several municipalities.
Capital expenditures incurred during the period refer to (i) charges
incurred by ACEA Distribuzione for the re-engineering of the
information and commercial systems for distribution (8,828
thousand euros) and the harmonization of systems in support of
metering activities (3,531 thousand euros), (ii) capital expenditures
carried out by Acea Energia for the NETA software used for the
protected categories market (1,861 thousand euros), the software
used for the free market (SAP-ISU and SIRIUS) for 803 thousand
euros and CRM software for 1,738 thousand euros. Additional
capital expenditures mainly refer to the implementation of the
Web Portal - Front End software for an amount of 144 thousand
euros, the implementation of the Data Warehouse software for
273 thousand euros, the development and maintenance of the
Credit Care platform for 154 thousand euros and the purchase of
User Licenses for application software for 441 thousand euros; (iii)
capital expenditures carried out by the Parent Company for 6,302
thousand euros, which mainly refer to the purchase and upgrade of
software to support treasury and administration activities.
The increase over the previous year is due to the net effect of
capital expenditures during the period of 27,195 thousand euros,
net of amortisation charges.
The item Other changes include 3,470 thousand euros for future
obligations assumed by ACEA Ato2, consisting in works financed
by grants from 2012 to 2017, against the non-application of
penalties regarding application of the MALL parameter decided by
the Mayors’ Conference at its 17 April 2012 session and due for
the years until 2012. The commitment extends over a period of six
years (2012-2017).
The item “Disposals and other changes” mainly refers to differences in
the classification of intangible assets in the opening balances.
18. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND ASSOCIATES - 11,291 THOUSAND EUROS
The composition of ACEA Group’s investment portfolio is shown in the following table.
€ thousand
Balances at 01 January 2013
HISTORICAL COST
REVALUATIONS
IMPAIRMENTS
CHANGES/
RECLASSIFICATIONS
NET VALUE
163,601
45,699
(97,965)
(94,920)
16,415
0
0
Changes in 2013:
acquisitions
revaluations
1,323
impairments
1,323
(6,448)
(6,448)
0
1,323
(6,448)
0
(5,124)
163,601
47,023
(104,413)
(94,920)
11,291
The breakdown of changes during the period is as follows:
• Revaluations: these refer essentially to the valuation according
to the equity method of the investments in Agua de San Pedro
(377 thousand euros), Sienergia Group (209 thousand euros),
Umbriadue (125 thousand euros), Umbria Distribuzione Gas (101
thousand euros) and GEAL (28 thousand euros),
• Acquisitions: these refer to payment by Ecogena of the share
capital increase decided by Eur Power (775 thousand euros),
• Impairments: these relate to the measurement, using the equity
method, of investments in So.ge.a, Azga Nord and Eur Power,
and the impairment of the investment in Marco Polo;
19. OTHER INVESTMENTS - 3,278 THOUSAND EUROS
This item, totalling 3,278 thousand euros (4,715 thousand euros at
the end of the previous year), consists of equity interests that do
not qualify as subsidiaries, associates or joint ventures.
189
20. DEFERRED TAX ASSETS - 343,164 THOUSAND EUROS
At 31 December 2013 these amounted to 343,164 thousand euros
(361,642 thousand euros at 31 December 2012) and are broken
down as follows: (i) the temporary differences between the carrying
amounts recognised in the financial statements of subsidiaries,
following transfers of business units, and the corresponding
amounts recognised in the consolidated financial statements,
amounting to 46,602 thousand euros (53,312 thousand euros at 31
December 2012), (ii) lower accelerated depreciation/amortisation of
151,150 thousand euros (146,980 thousand euros at 31 December
2012), (iii) tax deductible provisions for liabilities of 34,295
thousand euros (46,933 thousand euros at 31 December 2012), (iv)
provision for doubtful receivables amounting to 41,883 thousand
euros (52,031 thousand euros at 31 December 2012).
The following table details the changes in this item:
2012 RESTATED
€ thousand
CHANGES 2013
BALANCE
CHANGE IN BASIS
OF CONSOLIDATION
ADJUSTMENTS/
RECLASSIFICATIONS
CHANGES IN
SHAREHOLDERS’
EQUITY
UTILISATIONS
IRES/IRAP
PROVISIONS
BALANCE
614
0
236
0
0
5
855
Deferred tax assets
Tax losses
Remuneration of BoD members
Provision for liabilities and
1,061
0
(7)
0
(43)
28
1,039
46,933
0
0
0
(24,953)
12,315
34,295
52,031
0
(308)
0
(11,403)
1,202
41,883
146,980
0
12
0
(7,462)
11,619
151,150
15,673
0
(1,513)
1,136
(1,395)
428
14,328
53,312
0
0
0
(6,710)
0
46,602
14,674
0
58
4,796
(6)
0
19,406
charges
Impairments of receivables and
investments
Defined benefit and defined
contribution plans
Tax assets on consolidation
adjustments
Fair value commodities and
other financial instruments
Others
Total
30,364
0
(2,236)
0
(2,433)
7,910
33,606
361,642
0
(3,873)
5,932
(54,045)
33,506
343,164
82,767
0
(278)
0
(3,727)
7,137
85,897
867
0
3,371
(2,334)
(428)
70
1,569
1,197
0
28
7,499
0
1,047
9,771
Deferred taxes
Defined benefit and defined
contribution plans
Fair value commodities and
other financial instruments
8,772
0
(2,924)
0
(3,891)
5,659
7,592
Total
Others
93,603
0
196
5,165
(8,047)
13,913
104,830
Net
268,039
0
(4,070)
767
(45,998)
16,516
238,334
The item “Other” includes deferred taxation concerning connection fees.
The Group recognises deferred tax assets based on earnings forecasts in the Group’s business plans, which confirm the probability that
sufficient future taxable profit will be available against which all of the deferred tax assets recognised in the financial statements can be
recovered.
21. NON-CURRENT FINANCIAL ASSETS - 34,788 THOUSAND EUROS
These amounted to 34,788 thousand euros (32,959 thousand euros
at 31 December 2012), marking an increase of 1,829 thousand
euros.
This item essentially includes receivables from Roma Capitale for
32,328 thousand euros relating to works carried out to upgrade
190
systems in compliance with safety and regulatory requirements
as well as new constructions as per the addendum to the public
lighting agreement, which were carried out in 2013. This receivable
refers to the long-term portion and results from application of the
financial method as envisaged in IFRIC 12 on Service Concession
Agreements.
22. OTHER NON-CURRENT ASSETS - 86,765 THOUSAND EUROS
At 31 December 2013, there were composed as follows:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
119
127
(8)
(6.2%)
1,328
1,189
140
11.8%
Other receivables
52,144
57,167
(5,023)
(8.8%)
Receivables for tariff adjustments - GORI
33,174
0
33,174
100.0%
86,765
58,483
28,282
48.4%
Amounts due from the State
Advances and deposits
Other receivables totalled 52,144 thousand euros (they were 57,176
thousand euros at 31 December 2012) and refer to long-term
receivables generated by the public lighting service agreement in
the city of Rome, which represent the total investments made at 31
December 2010 for this service, now due following adoption of the
financial method according to IFRIC 12 as a result of the additional
agreements between ACEA and Roma Capitale on the service
agreement in question.
Receivables for tariff adjustments recognised in Gori amounted
to 33,174 thousand euros and refer to the long-term portion
of tariff adjustments for the years up to 2011, approved by the
Area Authority by Resolution of 27 October 2012 and adjusted
as a result of both the Judgment of the Council of State and the
implementation of Regional Resolution No.171/2013. On the basis
of the Agreement signed in June 2013 with the Campania Region
and the Area Authority and subject to the decisions on this matter
by the AEEG, these receivables should be recovered in the period
2013-2025.
23. CURRENT ASSETS - 2,482,087 THOUSAND EUROS
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
37,342
41,983
(4,641)
(11.1%)
1,399,424
1,346,848
52,576
3.9%
Amounts due from the Parent Company
69,661
94,350
(24,689)
(26.2%)
Amounts due from subsidiaries and associates
31,582
36,009
(4,427)
(12.3%)
1,500,667
1,477,207
23,460
1.6%
Other receivables and current assets
127,877
135,774
(7,898)
(5.8%)
117,268
152,225
(34,957)
(23.0%)
Current tax assets
109,463
85,562
23,900
27.9%
589,471
423,698
165,773
39.1%
2,482,087
2,316,450
170,278
7.4%
Inventories
Trade receivables:
Receivables from customers
TOTAL TRADE RECEIVABLES
CURRENT ASSETS
INVENTORIES
These totalled 37,342 thousand euros (down 4,641 thousand euros compared to 31 December 2012); the breakdown by operating segment
is as follows:
€ thousand
31.12.2013
31.12.2012
Environment
3,448
3,193
255
Energy
1,830
2,656
(827)
Water
13,460
12,952
508
Networks
18,334
20,648
(2,314)
270
2,534
(2,264)
37,342
41,983
(4,641)
Parent Company
Inventories
INCREASE/(DECREASE)
The decrease was primarily determined by ACEA Distribuzione (- 8,512 thousand euros) and ACEA (- 2,264 thousand euros); the increase
was determined by ACEA Illuminazione Pubblica for inventory of supplies and spare parts for the “Public Lighting” activity (+ 6,180 thousand
euros).
191
TRADE RECEIVABLES
These amounted to 1,500,667 thousand euros, marking an increase of 23,460 thousand euros compared to the previous year, when the
figure was 1,477,207 thousand euros.
TRADE RECEIVABLES
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
End users for bills issued
640,691
574,828
65,863
End users for bills to be issued
529,697
497,270
32,428
Total receivables due from end users
1,170,389
1,072,098
98,290
206,740
252,429
(45,690)
22,296
22,320
(25)
1,399,424
1,346,848
52,576
Total receivables from customers
The increase of 52,576 thousand euros compared to 31 December 2012 is attributable to the increase in amounts due from end users for
bills issued and to be issued mainly regarding the water area companies, following the recognition of tariff adjustments, partially mitigated
by the effect of actions taken during the year, which amongst other things included receivables factored and write-offs.
The table below summarises the changes by operating segment:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Environment
27,310
43,805
(16,494)
Energy
610,021
583,235
26,787
Water
42,224
626,050
583,826
Networks
92,011
90,041
1,969
Parent Company
44,032
45,941
(1,910)
1,399,424
1,346,848
52,576
Total receivables from customers
ENVIRONMENT SEGMENT RECEIVABLES
ENERGY SEGMENT RECEIVABLES
These amounted to 27,310 thousand euros, down 16,494 thousand
euros compared to 31 December 2012, essentially due to lower
receivables in ARIA (- 9,414 thousand euros) mainly attributable to
the reclassification of receivables from GSE for the sale of green
certificates under “other receivables” and in SAO (- 7,420 thousand
euros) following collections received during the year by the city of
Orvieto.
Receivables in this segment are primarily generated by the sale of
electricity to the protected and free market and by gas sales; they
amounted to 610,021 thousand euros, recording an increase of
26,787 thousand euros. This change is the result of the increase in
receivables of Acea Energia (+ 49,949 thousand euros) on the one
hand, and the decrease reported by Acea Produzione (- 10,740
thousand euros), Acea Energia Holding (- 9,006 thousand euros) and
Umbria Energy (- € 1,240 thousand euros) on the other.
It should be noted that during the year Acea Energia sold its
receivables from private entities for 540.067 thousand euros under
the securitisation contract entered into in 2009 and entered into
non-recourse and recourse sales of receivables from the Public
Administration, for a total nominal value of approximately 195,707
thousand euros of which 58,722 thousand euros for revolving sales.
The provision for impairment of receivables at 31 December 2013
amounted to 106,630 thousand euros, up by 43,562 thousand euros
compared to 31 December 2012.
192
WATER SEGMENT RECEIVABLES
These totalled 626,050 thousand euros and were composed as follows:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
623,137
575,211
47,926
Lazio-Campania
546,343
504,255
42,088
Tuscany-Umbria
76,794
70,956
5,838
2,390
7,850
(5,460)
523
765
(242)
626,050
583,826
42,224
Italian water services
Overseas Water Services
Engineering and Laboratory Services
Receivables from Water customers
The increase of 42,224 thousand euros compared to 2012 is mainly
attributable to the following phenomena: i) increase of 63,364 thousand
euros in receivables from end users not yet billed (including applicable
tariff adjustments), determined in accordance with the transitional
tariff method (MTT) approved by AEEGSI Resolution No. 585/2012/R/idr,
for rates in the years 2012 and 2013; ii) decrease in billed receivables
for 47,038 thousand euros as a result of collections in the year and
recovery measures implemented by the companies during the financial
year. During 2013, ACEA Ato2 transferred, as part of the securitisation
contract signed in 2009, receivables due from private entities amounting
to 262,872 thousand euros and entered into spot transfer operations
which involved the non-recourse sale of receivables, totally amounted to
42,547 thousands euros, due from the Public Administration amounting
to 32,742 thousand euros.
The provision for impairment of receivables at 31 December 2013
amounted to 66,578 thousand euros, up by 15,721 thousand euros
compared to 31 December 2012, net of utilisations.
Please note that during the year ACEA Distribuzione sold
receivables amounting to 333,218 thousand euros and other
receivables amounting to 40,133 thousand euros under the
securitisation contract in place.
NETWORK SEGMENT RECEIVABLES
RECEIVABLES DUE FROM THE PARENT COMPANY ROMA CAPITALE
These amounted to a total of 92,011 thousand euros, recording an
increase of 1,969 thousand euros compared to 31 December 2012.
They refer to:
• receivables from wholesalers for 39,877 thousand euros
attributable to ACEA Distribuzione; this item includes receivables
generated by transport activities to free market customers,
• receivables from other customers for 52,133 thousand euros
which mainly comprise receivables recognised in ARSE (37,120
thousand euros) for contracts relating to air quality, photovoltaic,
sale of energy efficiency certificates (White Certificates) and
receivables recognised in Ecogena for 2,884 thousand euros.
The provision for impairment of receivables for this area totals
9,019 thousand euros, up by 1,929 thousand euros, due mainly to
ACEA Distribuzione.
Trade receivables due from Roma Capitale totalled 71,588
thousand euros at 31 December 2013 (94,350 thousand euros at 31
December 2012).
The total amount of receivables (including financial receivables
resulting from the public lighting contract and both current and
non-current receivables) is equal to 154,037 thousand euros
compared to 188,553 thousand euros in the previous year.
The following table presents an analysis of the ACEA Group’s
relations with Roma Capitale regarding both receivables and
payables, including those of a financial nature.
€ thousand
PARENT COMPANY RECEIVABLES
These totalled 44,032 thousand euros (- 1,910 thousand euros
compared to the end of 2012); the change was largely due to
receivables from the City of Naples.
The provisions for impairment of receivables amounted to 6,645
thousand euros, up 2,043 thousand euros as a result of the writedowns recorded during the year on receivables due from public
counterparts, with specific reference to the City of Naples.
For more information related to credit ageing, please see the tables
attached hereto.
31.12.2013
31.12.2012
INCREASE/(DECREASE)
RECEIVABLES
154,037
188,553
(34,516)
PAYABLES (including dividends)
120,527
61,613
58,914
33,510
126,940
(93,430)
BALANCE
193
The individual Group companies report the following net balances:
ACEA: +46,367 thousand euros
(-44,147 thousand euros compared to 2012)
ACEA Distribuzione: -2,278 thousand euros
(+4,264 thousand euros compared to 2012)
ACEA Ato2: -23,550 thousand euros
(-44,883 thousand euros compared to 2012)
ACEA Energia: -12,962 thousand euros
(-235 thousand euros compared to 2012)
Other minor entities: +12,000 thousand euros
(-387 thousand euros compared to 2012)
The following tables also provide a breakdown of Group receivables/payables due from/to Roma Capitale.
31.12.2013
31.12.2012
VARIAZIONE
A)
B)
A) - B)
Utility receivables
42,516
53,083
(10,567)
Contract work and services
19,253
17,604
1,649
1,388
6,584
(5,196)
332
127
205
63,488
77,398
(13,909)
Grants receivable
2,402
2,402
0
0
0
0
65,890
79,799
(13,909)
Receivables for services to City of Rome
Other receivables: seconded staff
Surcharges receivable
Total services requested
Receivables for bills to be issued: Public Lighting
5,372
10,389
(5,017)
Receivables for bills to be issued: other
1,423
3,543
(2,121)
6,794
13,932
(7,138)
750
2,101
(1,351)
73,435
95,833
(22,398)
Financial receivables for Public lighting services
50,121
63,304
(13,183)
Financial receivables for billed Public lighting services
37,824
3,131
34,693
Advances
Financial receivables for Public lighting services to be billed
Total receivables due within one year (A)
Sewerage and water treatment payables
Electricity surtax payable
Lease payable on company offices
12,297
60,173
(47,876)
123,555
159,136
(35,581)
31.12.2013
31.12.2012
INCREASE/(DECREASE)
A)
B)
A) - B)
0
0
0
(14,752)
(14,532)
(220)
0
0
0
Concession fees payable
(48,937)
(23,934)
(25,004)
Total trade payables
(63,690)
(38,466)
(25,224)
Total payables due within one year (B)
(63,690)
(38,466)
(25,224)
59,866
120,670
(60,805)
(657)
30,030
(30,686)
(32,984)
(869)
(32,115)
Total (A) - (B)
Other financial receivables/payables
Receivable from Parent Roma Capitale for dividends
Medium/long term financial receivables for Public lighting services
32,328
30,899
1,429
(25,699)
(23,760)
(1,939)
of which: Disputed payables - Vatican City
(20,516)
(20,516)
0
33,510
126,940
(93,430)
Net balance
At the end of the year there was a significant decrease in trade receivables (22,398 thousand euros) mainly due to the amounts that Roma
Capitale paid to Group companies (186,803 thousand euros), following the issue of Legislative Decree 35/2013.
194
The Group collected the following amounts:
(i) 103,997 thousand euros of receivables generated by the public
lighting contract,
(ii)69,984 thousand euros relating to receivables from water and
electricity users
(iii)12,822 thousand euros for works and services.
Activities already started in 2012 aimed at reducing receivables for
invoices to be issued were continued in 2013. More specifically, in
2013 invoices were issued for a total amount of 134,724 thousand
euros, of which 92,881 thousand euros relating to services provided
up to 2012.
As a result of the above actions, the remaining balance at 31
December 2013 attributable to prior years amounted to 112,234
thousand euros.
With respect to payables to Roma Capitale there was an increase
over the previous year, both in terms of financial and trade
payables.
The reasons for the increase are described below:
• Payables recorded in ACEA only referred to dividends and
amounted to 30,485 thousand euros; they were 869 thousand
euros in 2013. The increase is attributable for 27.153 thousand
euros to dividends accrued, as 2013 interim dividend, at
December 2013 and for 2,462 thousand euros for residual
dividends accrued in 2012 after the approval of the 2012
financial statements;
• in Acea Ato2, the increase is attributable to the 2013 fee of 25,004
thousand euros and the payable accrued for the recognition of
dividends for the year 2012 of 2,500 thousand euros.
• In 2013, 7,313 thousand euros were paid or offset as 2012
dividends.
TRADE RECEIVABLES DUE FROM SUBSIDIARIES AND ASSOCIATES
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Amounts due from associates
6,649
5,633
1,016
18.0%
Amounts due from subsidiaries
24,933
30,376
(5,442)
(17.9%)
Total amounts due from subsidiaries and associates
31,582
36,009
(4,427)
(12.3%)
RECEIVABLES FROM SUBSIDIARIES
RECEIVABLES FROM ASSOCIATES
These receivables totalled 24,933 thousand euros (30,376 thousand
euros at 31 December 2012), down 5,442 thousand euros; they
refer to amounts due from proportionately consolidated companies.
In particular, the change primarily concerned receivables
recognised in Acea Energia, which are due from its subsidiaries
for 6,071 thousand euros (at 31 December 2013 they amounted to
19,652 thousand euro).
euros at 31 December 2012) and primarily refer to amounts due
from Marco Polo for 1,329 thousand euros (+752 thousand euros),
Agua de San Pedro for 864 thousand euros (-423 thousand euros),
Sogea for 1,050 thousand euros (+337 thousand euros and Si(e)
nergia for 639 thousand euros (+12 thousand euros).
ALTRI CREDITI E ATTIVITÀ CORRENTI
€ thousand
Receivables from others
Receivables from commodity derivatives
Total other receivables and current assets
31.12.2013
31.12.2012
INCREASE/(DECREASE)
116,144
124,078
(7,934)
(6.4%)
11,686
8,846
2,839
32.1%
47
2,850
(2,803)
(98.3%)
127,877
135,774
(7,897)
(5.8%)
195
RECEIVABLES FROM OTHERS
These totalled 116,144 thousand euros, with breakdown of the main contributing items as follows:
€ thousand
31.12.2013
31.12.2012
CCSE Energy Equalisation
41,097
16,612
24,485
Receivables due from Authority for Tariff adjustments
17,975
31,531
(13,556)
Receivables due from Trifoglio property company
10,250
10,250
0
7,398
7,262
137
7,071
0
7,071
Regional grants due
4,754
6,703
(1,949)
4,108
7,565
(3,457)
3,887
4,196
(309)
Receivables due for green certificate revenue accrued
3,238
0
3,238
Security deposits
2,931
1,483
1,448
Suppliers' advances
2,929
1,867
1,062
Receivable due from single transfers
2,635
5,491
(2,856)
Other receivables due from Equalisation Fund
1,241
2,412
(1,171)
Receivable from CCSE for TEP reimbursement
383
14,142
(13,759)
Receivables due for repayment of tariff restrictions
151
206
(55)
Receivables due from Municipal Authorities
Receivables due from INPS welfare contributions in accordance with article 41, paragraph 2,
letter A of Act 488/1999
Receivables due from GDF Suez for activities performed before winding-up
0
3,253
(3,253)
6,096
11,107
(5,010)
116,144
124,078
(7,934)
Other minor receivables
Total receivables from others
The decrease of 7,934 thousand euros compared to 2012 is mainly
attributable to the following phenomena:
• - 13,556 thousand euros refers to “amounts due from the Area
Authority”, following the recognition of additional adjustments
in ACEA Ato5 (- 13,673 thousand euros), justified on the basis
of surplus costs incurred by the National Grid Operator in the
2006-2011 period (Decision of 30 May 2013 by the Special
Commissioner pursuant to Order No. 607 of the Lazio Regional
Administrative Court on 26 July 2012),
• - 13,759 thousand euros recorded by ACEA Distribuzione
due from the Equalisation Fund for Energy Efficiency Bonds
corresponding to the 2013 energy saving target assigned by the
Authority,
• - 3,457 thousand euros recorded by ACEA for amounts due from
Equitalia Gerit as a result of the decision by the Provincial Tax
Commission of Rome that ordered the repayment of sums seized
to the Parent Company in respect of a tax assessment for alleged
lower VAT payments; these amounts were offset by Equitalia with
the corresponding payable recognised vis à vis Equitalia,
• - 3,253 thousand euros for receivables due from GDF Suez for
activities performed before winding-up,
• - 1,949 thousand euros for regional grants, particularly in Acea
• + 3,238 thousand euros recorded by ARIA on the sale of green
certificates to GSE.
ACCRUED INCOME AND PREPAYMENTS
at 31 December 2012) and refer mainly to rent on public land,
rentals and insurance.
The change was a positive 2,839 thousand euros, primarily
attributable to Acea Energia (+ 1,533 thousand euros) and Acea
Ato2 (+ 1,063 thousand euros).
RECEIVABLES FROM COMMODITIES DERIVATIVES
The fair value of commodity contracts at 31 December 2013
amounted to 47 thousand euros, while it was 2,850 thousand euros
at 31 December 2012, entirely attributable to Acea Energia Holding.
Ato2 towards the Lazio Region,
• + 24,485 thousand euros recorded by ACEA Distribuzione
relating to the general equalisation for 2010 and 2013,
• 7,071 thousand euros recorded by ACEA Distribuzione for
assets resulting from the payment of contributions due to INPS
pursuant to Article 41, paragraph 2, point A of Law No. 488 of 23
December 1999,
196
INCREASE/(DECREASE)
CURRENT TAX ASSETS
These amounted to 109,463 thousand euros (85,562 thousand euros at 31 December 2012) and refer to the following:
€ thousand
VAT receivables
31.12.2013
31.12.2012
INCREASE/(DECREASE)
41,182
28,856
12,327
3,916
IRAP and IRES receivables
22,331
18,415
Municipal and provincial surcharge, revenue tax
11,727
1,912
9,815
Other tax receivables
34,222
36,380
(2,157)
109,463
85,562
23,900
31.12.2013
31.12.2012
INCREASE/(DECREASE)
50,121
63,304
(13,183)
(20.8%)
8,980
8,483
497
5.9%
Current tax assets
CURRENT FINANCIAL ASSETS
€ thousand
Financial receivables from the Parent Company
Financial receivables from subsidiaries and associates
Financial receivables from third parties
58,167
80,438
(22,271)
(27.7%)
Total current financial assets
117,268
152,225
(34,957)
(23.0%)
FINANCIAL RECEIVABLES FROM THE PARENT COMPANY
FINANCIAL RECEIVABLES FROM THIRD PARTIES
at 31 December 2012) and represent the unconditional right to
receive cash flows in line with the methods and timing envisaged
in the service agreement for public lighting management. Further
details are provided in the note “Receivables due from the Parent
Company Roma Capitale”.
euros at 31 December 2012) and are mainly broken down as
follows:
• 29,106 thousand euros in financial receivables for the sale of
securitised receivables in December 2013; those receivables
were collected in early 2014,
• 10,700 thousand euros in Acea Ato 5 for amounts due from
the ATO and accrued over three years; one-third of the above
amount was due December 31 of each year, with the first
instalment due 31 December 2007. The Settlement Agreement
entered into by the Company and the ATO concerns the issue
of higher operating costs incurred in the 2003-2005 period
and provides for the recognition of higher costs net of sums
relating to (i) the tariff portion - corresponding to amortisation/
depreciation and return on inflated invested capital - relating to
the investments set out in the Area Plan and not carried out in
the first three-year period (ii) the portion of inflation accrued on
concession fees and fines for the non-fulfilment of contractual
obligations in the three-year period.
FINANCIAL RECEIVABLES FROM SUBSIDIARIES AND ASSOCIATES
These amounted to 8,980 thousand euros (8,483 thousand euros at
31 December 2012) and refer for 2,838 thousand euros to dividends
receivable from proportionally consolidated companies, for 2,500
thousand euros to the loan granted in November 2010 to Sienergia
to cope with the funding requirements of certain investment
projects and for 2,887 thousand euros to receivables recorded in
Crea Gestioni for amounts due from Umbriadue.
The change compared to 31 December 2012 (- 22,271 thousand
euros) is due to: (I) the collection of the receivable from the sale of
the photovoltaic business operated by the subsidiary Apollo, which
was completed on 28 December 2012 (10,488 thousand euros), (ii)
the collection, which took place by offsetting mutual receivables
and payables, of the balance resulting from the dissolution of the
joint venture with GDF Suez Energia Italia, amounting to 13,477
thousand euros.
197
The closing balance for the period of bank current accounts and postal accounts, opened with the various banks and Post Offices by the
consolidated companies, except by companies held for sale, amounted to 589,471 thousand euros.
A breakdown and changes in this item by operating segment are shown in the table below:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Environment
2,435
1,715
719
Energy
1,421
974
447
Water
43,287
42,847
440
Networks
803
597
206
Corporate
541,526
377,565
163,960
589,471
423,698
165,773
24. NON-CURRENT ASSETS HELD FOR SALE/LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS HELD FOR SALE - 5,378 THOUSAND EUROS
The balance at 31 December 2013 amounted to 5,378 thousand
euros, unchanged from 31 December 2012. It includes the
recognition of 6,722 thousand euros as the fair value of the
repurchase commitment, if certain contractual conditions are
not satisfied, as a result of the possible exercise of the put option
granted to the buyer of the PV business unit, and the recognition
of 1,344 thousand euros for the amount due to the buyer for the
repayment of equity corresponding to the plants subject to the put.
For more information, please see section 10 “Non-current assets
held for sale and discontinuing or discontinued operations”.
LIABILITIES
As at 31 December 2013 these amounted to 7,087,352 thousand euros(6,822,162 thousand euros at 31 December 2012), recording a
decrease of 265,189 thousand euros (+3.9%) over the previous year, and are broken down as follows.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Patrimonio netto
1.405.439
1.316.060
%
%
Passività non correnti
3.343.755
2.985.019
358.736
12,0%
Passività correnti
2.336.813
2.519.739
(182.926)
(7,3%)
1.344
1.344
0
0,0%
7.087.352
6.822.162
265.189
3,9%
Passività direttamente associate ad attività destinate alla
vendita
Totale Passività
25. SHAREHOLDERS’ EQUITY - 1,405,439 THOUSAND EUROS
STATUTORY RESERVE
At 31 December 2013, shareholders’ equity amounted to 1,405,439
thousand euros (1,316,060 thousand euros at 31 December 2012).
Changes in shareholders’ equity during the period are shown in the
appropriate statement.
This reserve reflects the allocation of 5% net profit for previous
years, in accordance with article 2430 of the Italian Civil Code.
It increased by 5,619 thousand euros, from 165,087 thousand euros
at 31 December 2012 to 170,707 thousand euros at 31 December
2013, mainly due to the allocation of profit for 2012. The statutory
reserve of the Parent Company amounted to 78,704 thousand
euros.
SHARE CAPITAL
The share capital totals 1,098,899 thousand euros, represented by
212,964,900 ordinary shares with a par value of 5.16 euros each, as
shown in the Shareholders’ Register. The share capital is subscribed
and paid-up in the following manner:
• Roma Capitale: 108,611,150 ordinary shares with an overall par
value of 560,433 thousand euros;
• Free float: 103,936,757 ordinary shares with an overall par value of
• Treasury shares: 416,993 ordinary shares for a total par value of
198
OTHER RESERVES AND RETAINED EARNINGS
At 31 December 2013 this item was negative for 88,912 thousand
euros against 102,492 thousand euros at 31 December 2012. The
increase of 13,580 thousand euros is mainly due to the change in
retained earnings (+ 23,595 thousand euros).
The change, was essentially due to changes in the cash flow hedge
reserve related to financial instruments for 15,256 thousand euros
(net of taxation), in the reserve for the fair value measurement of
derivative contracts of ACEA Energia Holding for - 2,417 thousand
euros and the application, as of 1 January 2013, of the new
accounting method required by IAS 19 following the drafting of the
new accounting standard for + 3,291 thousand euros.
The remainder of the change is due to the allocation of the profit
from 2012 and the distribution of the 2012 interim dividend.
At 31 December 2013 ACEA holds 416,993 treasury shares to be
used for future medium/long-term incentive schemes. At this time
there are no medium/long-term share-based payment schemes
planned.
NON-CONTROLLING INTERESTS
Non-controlling interests totalled 82,806 thousand euros, having
risen 5,623 thousand euros. The difference between the two periods
compared mainly reflects the combined effect of the portion
of net profit attributable to minority interests, the decrease in
shareholders’ equity as a result of the distribution of dividends from
net profit for 2012 and the change in the basis of consolidation.
In compliance with AEEG Resolution No. 585/2012, the FoNI tariff
components posted as revenues for the consolidated companies
which manage integrated water services are subject to the
allocation restriction established by that resolution and, therefore,
they are unavailable for the distribution of dividends until the
verification of the realisation of the investments financed with
those components.
26. STAFF TERMINATION BENEFITS AND OTHER DEFINED BENEFIT PLANS - 117,379 THOUSAND EUROS
At 31 December 2013, said item totalled 117,379 thousand euros (128,472 thousand euros as at 31 December 2012) and represents
termination and other benefits payable to employees on retirement or termination of employment.
The following table shows the change in actuarial liabilities during the year.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
% CHANGE
(6.1%)
Benefits payable upon termination of employment
- Staff termination benefits
76,498
81,458
(4,960)
- Monthly bonuses
9,083
9,877
(794)
(8.0%)
- Long-term incentive plans (LTIPs)
1,595
3,635
(2,040)
(56.1%)
Post-employment benefits
30,202
33,772
(3,570)
(10.6%)
TOTAL
- Tariff subsidies
117,379
128,742
(11,363)
(8.8%)
The change reflects: (i) the allocation for the period of 15,251
thousand euros, (ii) the partial release of amounts allocated for the
second round of the medium/long term Incentive Scheme as the
objectives underlying this Plan were only partially achieved; this
was partially offset by the allocation related to the third round of
the same Scheme for the period 2013 - 2015, (iii) employees ceased
during the period and (iv) the impact of the entry into force of the
amendments to IAS 19 which, in summary, concern the abolition of
the corridor method for the recognition of actuarial gains and losses
to be recognized instead in “Other Comprehensive Income” (OCI).
As required by paragraph 78 of IAS 19, the interest rate used to
calculate the present value of the obligation was based on returns,
at the end of the reporting period, on securities of major companies
listed on the same financial market as ACEA, and on returns on
government bonds in circulation at the same date that have terms
to maturity similar to the residual term of the liability for the
workforce in question. In order to ensure consistency of valuation
and comply with the provisions of IAS 19, the same basis has been
used for the various types of plan.
The impact of these changes resulted in an increase in liabilities at
1 January 2013, measured on the basis of IAS 19, of approximately
23,445 thousand euros which also include a review of the discount
rate compared to the rate used at end of 2012.
3.17% discount rate was used for the evaluation (compared to a
rate of 2.80% used for last year In addition the following parameters
were used for the evaluation:
Discount Rate
DECEMBER 2013
DECEMBER 2012
RESTATED
3.17%
2.80%
Revenue growth rate (average)
1.6%
1.6%
Long-term inflation
2.0%
2.0%
199
With regard to the measurement of Group Employee Benefits (Staff
termination benefits (TFR), Monthly bonuses, tariff subsidies of staff
in force and retired staff) a sensitivity analysis was performed to
assess the changes in the liability resulting from both positive and
negative shifts in the rate curve (+ 0.5% shift /- 0.5% shift). The
results of this analysis are summarized below.
TYPE OF PLAN – € MILLIONS
+0.5%
-0.5%
Staff termination benefits (TFR)
-3.7
+3.9
Tariff subsidies
-1.4
+1.5
Monthly bonuses
-0.6
+0.6
LTIP
-0.1
+0.1
In addition, a sensitivity analysis was carried out in relation to the
age of the workforce, assuming one year less than the actual age.
TYPE OF PLAN – € MILLIONS
-1 YEAR OF AGE
Staff termination benefits (TFR)
-0.2
Tariff subsidies
+0.6
Monthly bonuses
-0,5
No sensitivity analyses were conducted on other variables such as,
for example, the inflation rate.
27. PROVISIONS FOR LIABILITIES AND CHARGES 262,545 THOUSAND EUROS
At 31 December 2013, these provisions total 262,545 thousand euros
(272,401 thousand euros at 31 December 2012) and are intended
to cover potential liabilities that may derive from litigation pending,
estimated on the basis of information provided by the company’s
internal and external legal advisors. The provisions do not take
account of the effects of litigation that is expected to be concluded
in the company’s favour or of litigation where the potential liability
arising from a negative outcome is merely considered possible.
In calculating the size of the provisions, account is taken both of the
estimated costs that may derive from litigation or other disputes arising
during the year and an update of estimates of the potential liabilities
deriving from the litigation involving the Company in previous years.
The following table shows a breakdown of provisions and changes in the period:
€ thousand
INCREASE/(DECREASE)
31/12/2012
UTILISATIONS
RECLASSIFICATIONS/
OTHER CHANGES
PROVISIONS
31/12/2013
(-)
(-)/(+)
(+)
191,807
43,072
24
23,987
Sundry provisions
16,148
14,040
0
15,390
17,498
64,446
1,065
0
8,920
72,301
272,401
58,177
24
48,297
262,545
Total provisions
The major changes refer to:
• uses, amounting to 58,177 thousand euros, primarily include:
– 14,040 thousand euros used by a number of companies
relating to the provision for redundancy and retirement
costs, essentially due to ACEA (4,040 thousand euros), ACEA
Distribuzione (3,479 thousand euros), ACEA Ato2 (3,124
thousand euros), ACEA Ato5 (1,786 thousand euros) and Acea
Energia(1,086 thousand euros);
– 10,704 thousand euros for the adjustment resulting from the
Special Commissioner’s decisions which, among other things,
determined the adjustments and service levels of Acea Ato5
for the 2006-2011 management period,
– for 5.857 thousand euros for social security contributions
and in particular: ACEA Distribuzione (2,691 thousand euros),
ACEA (1,396 thousand euros), Acea Ato2 (566 thousand
euros), Laboratori (472 thousand euros), Acea Ato 5 (339
thousand euros), ACEA Produzione (154 thousand euros) and
Acea Energia Holding (131 thousand euros),
– for 6,033 thousand euros of provisions used by the Parent
Company and certain subsidiaries in relation to litigation.
– for 4,857 thousand euros for provisions used by Acea Ato2,
following the non-application of penalties for the application
200
–
–
–
–
–
172,746
of the MALL parameter on the works financed by grant from
2012 to 2017, to cover the investments carried out,
for 3,686 thousand euros as a result of use of the provision
recognised in Gori as at 31 December 2012 due to the
reclassification as payables pursuant to the agreement
implementing Regional Resolution No. 171/2013,
for 2,377 thousand euros for use of the provision recognised
in Crea Gestioni for court litigation risks vis à vis Energia
Sicilia and Slim Sicilia,
for 1,157 thousand euros in the Parent Company primarily
due to the use of the provision at 31 December 2012 to cope
with the resolutions passed by the shareholders of Marco
Polo to partially cover the 2012 losses.
for 1,197 thousand euros in ARIA primarily due to the use of
the provision in relation to the tax assessment carried out
against the company, as absorbing company of EALL S.r.l. for
improper VAT deduction in the years 2009, 2010 and 2011;
the assessment also concerned the IRAP tax limited to 2010.
In 2013, 2 instalments were paid to the Italian Revenue
Agency,
for 683 thousand euros in Acea Energia mainly due to the use
of the safeguard provision,
– for 1,065 thousand euros for use of the provision set aside
to cover the costs to be incurred in order to maintain the
infrastructure used in the management of water services.
• Allocations, amounting to 48,297 thousand euros, primarily
include:
– the recognition of 15,390 thousand euros for costs generated
by early retirements and voluntary redundancy procedures,
– 8,377 thousand euros for the estimated charge to purchase
and/or produce energy efficiency certificates that help fulfil
the objective assigned to ACEA Distribuzione for 2013 taking
into account of the certificates in the portfolio at the balance
sheet date, and representing the difference between the
purchase cost and the estimated grant pursuant to AEEGSI
Resolution No. 13/2014/R/efr, which will be paid when the
certificates are delivered in fulfilment of the objective,
– 3,743 thousand euros for provisions allocated in relation to
litigation costs and contingent liabilities that the companies
will have to pay in the event of unfavourable outcome in
ongoing disputes.
Per maggiori dettagli in merito alla natura dello stanziamento si
rinvia alla nota n. 6.
For more details about the nature of the allocation please refer to
note 6.
The provision for liabilities and charges also includes charges
relating to the commitment declared by ACEA Distribuzione to
AEEGSI (1,500 thousand euros) to remedy the alleged improper
conduct charged in the investigation started by Resolution No.
300/2013/S/eel (“Start of sanctioning proceedings due to violations
concerning metering aggregation”) and the commitment by Acea
Energia (400 thousand euros) as a result of proceedings started
against the Company .
Finally, this item includes the amount of 8,920 thousand euros
concerning the costs necessary to keep the infrastructure used for
water service management in good state of repair.
At 31 December 2013, the provision for liabilities and charges essentially included the types of provisions specified in the table.
TYPE OF PROVISION
Legal
Tax
Regulatory risks
31/12/2013
31/12/2012
INCREASE/(DECREASE)
27,014
32,870
(5,857)
4,306
4,489
(182)
74,176
83,577
(9,401)
Investees
8,756
9,960
(1,203)
Contributory risks
7,031
11,182
(4,151)
2,007
656
1,350
26,399
26,399
0
0
0
0
28,063
21,472
6,591
(12,853)
Post mortem
Concession fees
TOTAL
177,752
190,605
72,301
64,446
7,855
Contractual commitments
12,493
17,350
(4,857)
262,545
272,401
(9,856)
TOTAL PROVISION
The component covering regulatory risks includes the overall amount
of 58 million euros to face the uncertainties of ACEA Ato5 (18.8
million euros) and GORI (39.2 million euros).
ACEA considers that the settlement of ongoing disputes and other
potential disputes should not create any additional charges for Group
companies, with respect to the amounts set aside, which represent
the best estimate possible on the basis of elements available as of
today.
For further information please refer to the section “Update on major
disputes and litigation”.
201
28. NON-CURRENT BORROWINGS AND FINANCIAL LIABILITIES - 2,507,623 THOUSAND EUROS
€ thousand
31/12/2013
31/12/2012
INCREASE/(DECREASE)
279,636
Bonds
1,290,759
1,011,123
1,216,864
1,200,487
16,377
Total
2,507,623
2,211,609
296,014
The figures in the table include the fair value, at the balance sheet date, of hedging instruments stipulated by ACEA and certain Group
companies which are shown separately from the hedged instrument in the table below.
€ thousand
HEDGED
INSTRUMENT
FAIR VALUE
DERIVATO
31.12.2013
STRUMENTO
COPERTO
FAIR VALUE
DERIVATO
31.12.2012
Bonds
1,254,582
36,177
1,290,759
1,000,351
10,772
1,011,123
1,195,742
21,122
1,216,864
1,169,967
30,520
1,200,487
2,450,324
57,299
2,507,623
2,170,318
41,291
2,211,609
BONDS
MEDIUM/LONG-TERM BORROWINGS
These amounted to 1,254,582 thousand euros (1,000,351 thousand
euros at 31 December 2012) and refer to the following:
• 601,465 thousand euros (including accrued interest) referring
to a 5-year bond issued by ACEA at the beginning of September
and maturing 12 September 2018. This payable, net of positive
Fair Value recognised under net finance costs in the income
statement equal to 821 thousand euros, amounts to 600,644
thousand euros. The bonds pay a 3.75% fixed annual coupon and
the issue price was 99.754. The gross effective yield at maturity
is therefore 3.805% corresponding to a return of 230 base points
on top of the reference rate (mid-swap at 10 years). The bonds
are subject to British law. The settlement date is 12 September
thousand euros,
• 515,268 thousand euros (including accrued interest) refer to a
10-year bond issued by ACEA in March 2010, maturing 16 March
thousand euros,
• 138,670 thousand euros relating to the Private Placement which,
net of the Fair Value of the hedge, a negative 36,177 thousand
euros, amounted to 178.847 thousand euros. The Fair Value
was allocated to a specific equity reserve. The exchange rate
difference - negative by 26,955 thousand euros - calculated at
31 December 2013 on the hedged instrument was allocated to
a translation reserve. The exchange rate at the end of 2013 was
144,72 euros compared to 113,61 euros at 31 December 2012.
Interest accrued during the period amounts to 3,600 thousand
euros.
They totalled 1,312,428 thousand euros (1,465,936 thousand euros
at 31 December 2012) and include: (i) principal outstanding at 31
December 2013 and falling due beyond twelve months amounting
to 1,216,684 thousand (1,200,487 thousand euros at 31 December
2012), (ii) the portions of the same borrowings falling due in
the twelve months thereafter, totalling 388,358 thousand euros
(265,450 thousand in 2012) and (iii) 21,122 thousand euros as
the negative fair value of interest rate risk and exchange rate risk
hedges.
202
The following table shows medium/long–term borrowings by maturity and type of interest rate:
Bank Loans:
TOTAL RESIDUAL DEBT
DUE BY 31.12.2014
fixed rate
348,052
floating rate
704,617
Total
DUE BETWEEN
31.12.2014 and
31.12.2018
DUE AFTER
31.12.2018
23,006
85,425
239,621
56,351
396,007
252,259
259,758
16,206
94,565
148,987
1,312,428
95,564
575,998
640,866
The following table provides a breakdown by company of the fair value of hedging derivatives compared with the figures from the previous year.
€ thousand
Acque
Nuove Acque
Umbra Acque
ACEA
Total
• Acque swapped 80% of the loan taken on at the end of 2006
to fixed rate The company signed two different swap contracts
with fair value estimated at 10,648 thousand euros (15,268
thousand euros at 31 December 2012), recognised in a separate
equity reserve,
• Nuove Acque swapped the basic and revolving facilities of the
project financing agreement signed in 2005 to fixed rate. The
duration of the swap runs from 15 March 2005 to 15 September
2021 with a fixed rate of 4.115%. At 31 December 2013 this
value amounted to 1,058 thousand euros and is allocated to a
special reserve of shareholders’ equity,
• Umbra Acque swapped to fixed rate: the fair value of this
instrument was a negative 718 thousand euros (1,053 thousand
euros as at 31 December 2012)
• ACEA swapped the interest rate on the 100 million euros loan
obtained on 27 December 2007 for a fixed rate. The swap was
entered into on 24 April 2008, effective as of 31 March 2008
(drawdown date of the underlying loan) and expires on 21
December 2021, The fair value of this instrument was a negative
8,697 thousand euros (12,689 thousand euros at 31 December
2012), recognised in a separate equity reserve;
31.12.2013
31.12.2012
INCREASE/(DECREASE)
(10,648)
(15,268)
4,619
(1,058)
(1,510)
453
(718)
(1,053)
335
(8,697)
(12,689)
3,992
(21,122)
(30,520)
9,398
The loan agreements entered into by the Parent Company envisage:
• standard Negative Pledge and Acceleration Events clauses;
• clauses requiring compulsory credit rating monitoring by at least
two major agencies;
• clauses requiring the company to maintain a credit rating above
certain levels;
• the obligation to arrange insurance cover and maintain
ownership, possession and usage of the works, plant and
machinery financed by the loan through to the maturity date;
• periodic reporting requirements;
• clauses giving lenders the right to call in the loans on the
occurrence of a certain event (i.e. serious errors in the
documentation provided when negotiating the agreement,
default on repayments, the suspension of payments), giving the
bank the right to call in all or a part of the loan.
During the year there was no evidence that any of the covenants
had not been complied with
The Group’s principal medium/long–term borrowings are subject
to covenants to be complied with by the borrowing companies in
accordance with normal international practices.
In particular, the loan to ACEA Distribuzione is subject to a
financial covenant expressed in the current agreement as a two
decimal places ratio of 0.65 between net financial debt and the
sum of net financial debt and shareholders’ equity, which must
not be exceeded at the end of each reporting period; this ratio
must be complied with by both the borrowing company and the
ACEA Group. The ratio, calculated with the same criteria as the
aforementioned agreement, has been complied with in 2013.
203
The table below shows the fair value of borrowings broken down by type of loan and the interest rate as at 31 December 2013. The fair value of
medium/long-term debt is calculated on the basis of the risk-free and the risk-adjusted interest rate curves.
Bank Loans:
AMORTISED COST
RISK-FREE FV
INCREASE/(DECREASE)
RISK ADJUSTED FV
INCREASE/(DECREASE)
(A)
(B)
(A)-(B)
(C )
(A)-(C )
1,597,044
1,741,482
(144,438)
1,696,405
(99,361)
Bonds
fixed rate
348,052
426,947
(78,894)
400,440
(52,388)
floating rate
704,617
723,884
(19,267)
723,285
(18,668)
259,758
201,053
58,706
201,011
58,748
2,909,472
3,093,366
(183,895)
3,021,141
(111,669)
Total
Information on the fair value of the above borrowings is provided in the section “Additional disclosures on financial instruments and risk
management policies”.
29. OTHER NON-CURRENT LIABILITIES - 351,377 THOUSAND EUROS
€ thousand
Advances from end users and customers
31.12.2013
31.12.2012
INCREASE/(DECREASE)
% CHANGE
3.6%
118,324
114,205
4,118
Due to the Campania Region
61,203
0
61,203
0.0%
56,233
60,258
(4,025)
(6.7%)
Capital grants, accrued liabilities and deferred income
115,618
104,200
11,418
11.0%
TOTAL
351,377
278,663
72,715
26.1%
ADVANCES
Advances from users regarding the supply of fresh water are not interest-bearing, whilst those regarding the distribution and sale of electricity and
urban heating distribution accrue interest according to the conditions established by Electricity and Gas Authority Resolution No. 204/99 and the
Supply Regulations, respectively.
The following table provides the breakdown by industrial area:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
% CHANGE
Energy
32,977
31,244
1,734
5.5%
Water
84,092
81,707
2,385
2.9%
1,232
1,232
0
0.0%
23
23
0
0%
118,324
114,205
4,118
3.6%
Networks
Parent Company
Total
DUE TO THE CAMPANIA REGION
This amounted to 61,203 thousand euros and relate to the amount
due to the Region of Campania as a result of the agreement entered
into with said Region.
The repayment plan of this loan provides for reimbursement of the
principal of 212,249 thousand euros (Group share 78,638 thousand
euros) over twenty years and the payment of interest only from
204
the eleventh year. As a result of the covenants in the agreement,
the debt was discounted to present value: this effect amounted
to 38,836 million euros (Group share 14,389 euros) and resulted
in an increase in deferred tax liabilities of 3,956 thousand euros.
The current portion of the Gori payables to the Campania Regional
Authorities amounted to 4,800 thousand euros (Group share 1,778
thousand euros) and was recognized as trade payables.
WATER CONNECTION FEES
These amounted to 56,233 thousand euros (60,258 thousand euros at 31 December 2012) and consist of:
€ thousand
Lazio-Campania Water Services
ACEA Ato2
ACEA Ato5
Tuscany-Umbria Water Services
Acque
31.12.2013
31.12.2012
INCREASE/(DECREASE)
25,346
26,011
(665)
20,587
21,251
(665)
4,759
4,759
0
30,887
34,247
(3,361)
4,300
4,089
211
11,314
11,613
(298)
Publiacqua
9,361
8,354
1,007
Umbra Acque
5,911
10,191
(4,280)
56,233
60,258
(4,025)
CAPITAL GRANTS
30. PROVISION FOR DEFERRED TAXES - 104,830 THOUSAND EUROS
These amounted to 115,618 thousand euros at 31 December
2013 (104,200 thousand euros at 31 December 2012) and refer
to grants received. The grants are accounted for in liabilities and
progressively recognised in the income statement each year over
the duration of the investment to which the grant is connected. The
amount recognised as income is determined on the basis of the
useful life of the asset to which it refers.
At 31 December 2013 the provisions totalled 104,830 thousand
euros (93,603 thousand euros at 31 December 2012). These
provisions above all regard the difference between economic and
technical rates of depreciation and tax-related rates. Uses in the
period totalling 8,047 thousand euros and allocations amounting
to 13,913 thousand euros contributed to this item. Please see
note 19 for details.
The change from 31 December 2012 amounted to + 11,418
thousand euros and was mainly attributable to Umbra Acque
(+ 10,168 thousand euros) due to the different method used to
account for capital grants (from the net amount method to that of
the net deferred income).
31. CURRENT LIABILITIES - 2,336,813 THOUSAND EUROS
€ thousand
Financial payables
31.12.2013
31.12.2012
INCREASE/(DECREASE)
% CHANGE
(21.7%)
698,076
891,407
(193,331)
1,306,882
1,267,161
39,721
3.1%
49,078
61,510
(12,432)
(20.2%)
282,566
299,661
(17,095)
(5.7%)
2,336,813
2,519,739
(182,926)
(7.3%)
31.12.2013
31.12.2012
INCREASE/(DECREASE)
64,397
488,400
(424,004)
401,849
265,450
136,399
32,984
869
32,115
581
768
(187)
Payables due to third parties
198,265
135,919
62,347
Borrowings
698,076
891,407
(193,331)
Trade payables
Tax Payables
Current liabilities
FINANCIAL PAYABLES
€ thousand
Bank loans
Due to the municipality of Rome
SHORT-TERM BANK CREDIT LINES
These amounted to 64,397 thousand euros (488,400 thousand euros at 31 December 2012), showing a decrease of 424,004 thousand euros,
mainly due to lower bank borrowings in ACEA (-415,743 thousand euros) due to the repayment of credit lines outstanding at 31 December 2012.
205
These totalled 401,849 thousand euros and refer to the current
portion of bank loans falling due within twelve months. Further
details are provided in note 21 of this report.
dividend approved by the Board of Directors on 18 December 2013,
For further information on the composition and changes of the
item, reference should be made to the corresponding item in
assets.
DUE TO THE PARENT COMPANY ROMA CAPITALE
DUE TO SUBSIDIARIES AND ASSOCIATES
The figure, equal to 32,984 thousand euros, refers to payables for
dividends in ACEA (30,485 thousand euros) and ACEA Ato2 (2,500
thousand euros). Financial payables to Roma Capitale increased by
32,115 thousand euros due to the distribution of the 2013 interim
These amounted to 581 thousand euros (768 thousand euros at
31 December 2012) and refer to financial payables recognised by
Ecogena to Eur Power S.r.l. for the portion of capital to be paid up
following the capital increase approved on 27 April 2012.
BANK LOANS
PAYABLES DUE TO THIRD PARTIES
These amounted to 198,265 thousand euros (135,919 thousand euros at 31 December 2012). The breakdown of this item mainly concerns:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
30,828
23,755
7,074
387
0
387
43
43
0
4,414
1,885
2,529
0
0
0
25,985
21,827
4,157
167,437
112,164
55,273
3,029
56
2,972
Dividends payable to shareholders
Environment
Energy
Water
Networks
Parent Company
Payables due to third parties
Environment
Energy
81,226
54,238
26,989
Water
33,464
34,931
(1,467)
Networks
47,949
21,169
26,779
1,769
1,769
0
198,265
135,919
62,347
Parent Company
TOTAL
The change compared to 31 December 2012 amounted to + 62,347
thousand euros, mainly attributable to higher amounts to be
returned to factoring companies for receivables sold and collected
after the sale, primarily in (i) ACEA Energia (+ 38,754 thousand
euros), in (ii) ACEA Distribuzione (+ 26,779 thousand euros) and the
decrease in (iii) ACEA Produzione (- 13,477 thousand euros) due to
the settlement, which took place in the early months of 2013, of the
accounts payable/receivable arising from the dissolution of the joint
venture with GDF SUEZ.
TRADE PAYABLES
€ thousand
Trade payables
Trade payables to Parent Company
Trade payables to subsidiaries and associates
Trade payables
206
31.12.2013
31.12.2012
INCREASE/(DECREASE)
1,212,900
1,193,080
19,820
1.7%
85,615
60,743
24,872
40.9%
8,367
13,338
(4,971)
(37.3%)
1,306,882
1,267,161
39,721
3.1%
AMOUNTS DUE TO THIRD-PARTY SUPPLIERS
Trade payables amounted to 1,212,900 thousand euros; the breakdown by operating segment is shown in the following table:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
% CHANGE
33,513
55,859
(22,346)
(40.0%)
Energy
483,303
370,710
112,593
30.4%
Water
313,946
372,045
(58,098)
(15.6%)
Networks
315,682
314,202
1,480
0.5%
66,455
80,264
(13,809)
(17.2%)
1,212,900
1,193,080
19,820
1.7%
Environment
Parent Company
The increase of 19,820 thousand euros is the result of contrasting
factors:
• Environment: decrease of 22,346 thousand euros is mainly due to
the change recorded in ARIA (- 20,231 thousand euros) relating
to the payment of payables accrued in 2012 for the revamping
of the energy plant in Terni.
• Energy: the increased exposure to suppliers is mainly attributable
to ACEA Energia (+ 88,145 thousand euros) and Acea Energia
Holding (+ 38,296 thousand euros), partly offset by the reduction
in Acea Produzione (- 12,772 thousand euros) and Acea8cento
(- 1,930 thousand euros),
• Water: decrease of 58,098 thousand euros compared to 31
December 2012 The change was partly attributable to the
companies operating in Lazio and Campania for - 57,499
thousand euros: in particular, there was a reduction in the
amount of payables recognised in GORI (- 40,518 thousand
euros) due to the reclassification of the payable to the Campania
Region and in Acea Ato2 (- 21,047 thousand euros),
• Networks: the greater exposure to suppliers is due to ACEA
Distribuzione for 18,156 thousand euros and Acea Illuminazione
Pubblica + 7,297 thousand euros, partially offset by ARSE (24,542 thousand euros).
• Parent Company ACEA: recorded a decrease of 13,809 thousand
euros compared to the end of 2012. Please note that this change
reflects the settlement reached with GDF Suez Energia Italia.
TRADE PAYABLES DUE TO THE PARENT COMPANY ROMA CAPITALE
These payables totalled 85,615 thousand euros. Details are
provided in Note 23 on trade receivables.
TRADE PAYABLES DUE TO SUBSIDIARIES AND ASSOCIATES
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
Due to subsidiaries
1,167
2,466
(1,299)
(52.7%)
Amounts due to associates
7,199
10,871
(3,672)
(33.8%)
Total amounts due to subsidiaries and associates
8,367
13,338
(4,971)
(37.3%)
DUE TO SUBSIDIARIES
TAX PAYABLES
Amounts payable to subsidiaries mainly include the debts of Acea
Energia Holding (672 thousand euros) and Ecomed (390 thousand
euros).
at 31 December 2012) and include IRAP tax payable for the period
of 11,564 thousand euros and VAT of 27,441 thousand euros. The
remainder includes 24,899 thousand euros for additional municipal
and provincial tax payables.
The decrease amounted to 12,220 thousand euros, mainly due to
current tax for the period.
DUE TO ASSOCIATES
The balance, amounting to 7,199 thousand euros, includes the
payables recognised in: (i) ACEA and its subsidiaries vis à vis Marco
Polo for the services of cleaning and maintenance of buildings
carried out in previous years (2,606 thousand euros) and (ii) vis
à vis the associate Citelum Napoli Pubblica Illuminazione (4,033
thousand euros).
207
OTHER CURRENT LIABILITIES
These amounted to 282,566 thousand euros with breakdown as shown in the following table:
€ thousand
Amounts due to end users for tariff restrictions
Payables arising from commodity derivatives
31.12.2013
31.12.2012
21,450
21,228
222
1.0%
1,154
7,085
(5,931)
(83.7%)
2,214.1%
485
21
464
254,941
271,327
(16,386)
(6.0%)
TOTAL
282,566
299,661
(17,095)
(5.7%)
DUE TO SOCIAL SECURITY INSTITUTIONS
These amounted to 21,450 thousand euros (21,228 thousand euros at 31 December 2011); their breakdown by operating segment is as
follows:
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
601
561
40
7.1%
1,761
1,495
266
17.8%
Water
9,955
10,637
(682)
(6.4%)
Networks
5,888
5,551
337
6.1%
Parent Company
3,246
2,985
261
8.7%
21,450
21,228
222
1.0%
Environment
Energy
% CHANGE
PAYABLES ARISING FROM COMMODITY DERIVATIVES
This item totalling 485 thousand euros represents the fair value of certain financial contracts signed by Acea Energia Holding.
OTHER CURRENT LIABILITIES
These totalled 254,941 thousand euros, down 16,386 thousand euros compared to 31 December 2012. This item essentially consists of:
€ thousand
31.12.2013
31.12.2012
INCREASE/ DECREASE)
Other payables due to Municipalities
26,870
41,943
(15,074)
Payables to INPS, due in instalments
7,427
16,223
(8,796)
Payables due to Equitalia
13,239
21,313
(8,074)
Payables to municipalities for concession fees
55,853
60,705
(4,852)
Other amounts due to end users for repayment of tariff restrictions
1,155
7,085
(5,930)
Accrued liabilities and deferred income
5,370
6,107
(737)
Payables for environmental premium Art. 10 of ATI4 agreement of 13/08/2007
1,287
1,705
(418)
Payables for collections subject to verification
43,021
32,533
10,488
Payables to Equalisation Fund
31,848
23,735
8,113
Amounts due to staff
41,714
37,805
3,908
Welfare contribution payables
11,977
8,110
3,867
2,538
0
2,538
Payables for staff termination benefits from single transfers
487
17
470
Remuneration payable to the BoD
239
220
18
11,919
13,826
(1,908)
254,941
271,327
(16,386)
Payables to Area Authority
other payables
TOTAL
The change, amounting to 16,386 thousand euros, primarily include:
• 16,820 thousand euros for the effect of recognition of the
amount payable by GORI to the Campania Region among
medium/long term liabilities as a consequence of the Agreement
signed in June 2013.
• 8,796 thousand euros for lower debts payable in instalments to
INPS, particularly in Acea Ato 2 and Acea Distribuzione,
• 8,074 thousand euros for lower debts payable in instalments to
Equitalia, particularly in Acea Ato2 and Acea Distribuzione,
208
• 10,488 thousand euros relating to amounts collected from users,
particularly in ACEA Energia,
• 8,113 thousand euros for higher payables to the Equalisation
Fund: in ACEA Distribution they refer to payables for excise
duty liabilities for the last four months of 2013 (21,960 thousand
euros), for general 2012 equalisations (2,925 thousand euros),
for Specific Tariff (CTS) (3,287 thousand euros) and for charges
pursuant to art_52_TIQE (807 thousand euros).
ACQUISITIONS DURING THE PERIOD
On 1 July 2013, the Group, through its subsidiary Aquaser, acquired 100% of SAMACE S.r.l.
The acquisition price amounted to 4.8 million euros and is subject to adjustment for the changes occurred in the net financial position at the
acquisition date compared to the date set in the contract.
NET ACQUIRED ASSETS
CARRYING AMOUNT
RETTIFICHE
DI FAIR VALUE
FAIR VALUE
547.2
3,285.0
3,832.2
Intangible Assets
25.7
25.7
Trade receivables
274.3
274.3
Other receivables
17.5
17.5
30.0
30.0
(131,2)
(131,2)
Tax payables
(14,2)
Trade payables
(44,0)
Other payables
(45,9)
(45,9)
Bank borrowings
(124,2)
(124,2)
Other financial payables
(125,6)
(125,6)
NET BALANCE
409.6
Of which attributable to non-controlling interests
(303,0)
(317,1)
(44,0)
2,986.0
3,395.6
0.0
Goodwill
1,409
Investment price
4,800.0
Total Outlay
4,800.0
Net cash outflow for the acquisition
4,770.0
Cash payment of the purchase price
4,800.0
Cash & cash equivalents acquired
(30,0)
Amounts in €/thousand
The acquisition was accounted for using the acquisition method on a provisional basis.
209
ENDORSEMENTS, SURETIES AND GUARANTEES
At 31 December 2013 they totalled 688,641 thousand euros; they
amounted to 559,217 thousand euros at 31 December 2012 and
showed an increase of 129,424 thousand euros. The balance is made
up of:
• the issue of a bank guarantee for 120,000 thousand euros issued
in January 2012 by Cassa Depositi e Prestiti in the interests of the
European Investment Bank for the loan agreement signed between
ACEA and the EIB on 14 September 2009,
• 100,000 thousand euros for the guarantee agreement entered into
by the European Investment Bank and Cassa Depositi e Prestiti
on 9 July 2013, with reference to the loan agreement of 100,000
thousand euros entered into on 25 October 2012 by ACEA and the
European Investment Bank;
• 68,277 thousand euros in favour of the Acquirente Unico and in the
interests of Acea Energia as a back-to-back guarantee relating to
the electricity sale agreement signed between the parties;
• 66,000 thousand euros in favour of Acea Energia and in the
interests of Enel Distribuzione S.p.A. as a back-to-back guarantee
for the transport of electricity;
• 53,666 thousand euros in the form of a bank guarantee issued
by ACEA to Cassa Depositi e Prestiti in relation to refinancing of
the loan issued to ACEA Distribuzione. This is a sole guarantee
giving the lender first claim and covering all obligations linked to
the original loan (493 million euros). The sum of 53,666 thousand
euros refers to the guaranteed portion exceeding the loan originally
disbursed (439 million euros);
• 46,185 thousand euros issued in favour of the Tax Authority to
guarantee agreement on payment by instalments of the amounts
due following demands accepted by Acea Energia (9,158 thousand
euros) and ACEA (37,027 thousand euros),
• 41,090 thousand euros for the bank guarantees issued by Acea
Energia, mostly in favour of Terna relative to the electricity dispatch
service contract;
• 25,000 thousand euros for the Global Guarantee issued in favour of
Egl Italia in the interests of Acea Energia Holding as a back-to-back
guarantee on electrical energy trading transactions agreed or to be
agreed between the parties;
• the Global Guarantees for 15,000 thousand euros and 10,000
thousand euros issued in favour of Barclays Bank and BNP Paribas,
respectively, in the interests of Acea Energia Holding as back-toback guarantees on transactions agreed or to be agreed between
the parties under the terms of the ISDA Master Agreement
reached.
• 21,424 thousand euros issued by insurance institutions on behalf
of SAO: (i) in favour of the Province of Terni for the management of
landfill operations and post-closure operations (15,492 thousand
euros) and waste disposal (3,157 thousand euros) and (ii) in favour
of suppliers to back contracts (2,775 thousand euros).
• the guarantee of 15,000 thousand euros in favour of Enel Trade in
the interests of Acea Energia Holding as a back-to-back guarantee
on electrical energy trading transactions;
• the guarantee in favour of Deutsche Bank AG for 10,000 thousand
euros, issued in the interests of Acea Energia Holding as back-toback guarantees on transactions agreed or to be agreed between
the parties under the terms of the ISDA Master Agreement entered
into on 25 July;
• the guarantee in favour of Iren Mercato S.p.A. in the amount
210
•
•
•
•
•
•
of 8,000 thousand euros for the precise fulfilment of the EFET
agreement entered into in July 2012 between the beneficiary
company and Acea Energia Holding;
a surety of 7,747 thousand euros issued by ACEA Ato2 to the Area
Authority, guaranteeing the correct fulfilment of the obligations
undertaken as part of the concession agreement. This surety runs
out on 6 August 2007 and is renewable;
4,202 thousand euros for the bank guarantee issued in favour of
Roma Capitale in relation to the “Progetto Tecnologico” contract
for the construction of the new multi-service pipe network of Via
Tiburtina and adjacent streets, in the interest of Acea Distribuzione
for 2,701 thousand euros and Acea Ato2 for 1,501 thousand euros;
the bank guarantees of 4,127 thousand euros issued by BBVA
on behalf of ARSE to guarantee agreements for the planning,
supply and installation of PV plants in the municipalities of Scalea,
Villapiana, Cassano and Orsomarso;
the extension to 2,606 thousand euros of the guarantee issued
in favour of Italgas SpA in the interest of Acea Energia in October
2010;
1,295 thousand euros relating to the bank guarantee issued by
bank Bilbao Vizcaya Argentaria to GSE for the exact fulfilment of the
reimbursement obligation undertaken by the company A.R.I.A. S.r.l.
to GSE;
the bank guarantee of 432 thousand euros issued in favour
of Umbria Distribuzione Gas SPA on behalf of Acea Energia to
guarantee the natural gas distribution service provided by Acea
Energia.
This item finally includes the corporate guarantees and sureties issued:
(i) by insurance companies on behalf of ARIA in favour of the Umbria
Regional Government (1,320 thousand euros) to guarantee
authorisation for management of the Paliano plant, and the Lazio
Regional Government (3,829 thousand euros) for authorised
operations on lines I and II of the San Vittore plant in Lazio,
(ii) by ACEA to Aquaser to guarantee the credit line granted to
Solemme for 1,471 thousand euros;
(iii) in the interests of ARIA, in favour of Terna as a guarantee for the
hedging of direct and indirect risks and charges deriving from
works that Terna will have to carry out for the connection to the
national grid of the San Vittore waste-to-energy plant in Lazio, for
(iv) by Unicredit on behalf of Acea Ato5, as surety pursuant to art 31 of
the Technical Regulations, in favour of the ATO for 2,844 thousand
euros calculated on 10% of the average three-year Financial- Tariff
Plan of the A.A.T.O. Area Authority;
(v) by Assicurazioni Generali on behalf of Aria for an amount of 2,099
thousand euros in favour of the Lazio Regional Government for
the share capital increase guaranteed following higher annual and
daily quantities of Lines II and III authorised by the Lazio Regional
Government with Decree 1305477 of 20 August 2012.
Sureties issued also include those issued by ACEA to Sidra S.p.A.,
totalling 6,830 thousand euros, in relation to a contract to carry out a
“Project to repair water leaks in the Catania distribution network” and
sureties amounting to 5,165 thousand euros issued to the Sarnese
Vesuviano Area Authority in order to take part in the tender process to
select a partner to take an interest in GORI S.p.A.
SERVICE CONCESSION ARRANGEMENTS
The ACEA Group operates water, environmental and public lighting
services under concession. It also manages the selection, treatment
and disposal of urban waste produced in municipalities in ATO 4
Ternano–Orvietano via SAO and the ARIA Group.
For additional information on the legislative and regulatory
framework, please refer the Report on Operations.
PUBLIC LIGHTING - ROME
The service is carried out by the Parent Company based on a deed
of concession issued by Roma Capitale for a period of thirty years
(from 1 January 1998). No fee was paid for this concession, which
is implemented through a special service agreement, which given
its accessorial nature, expires on the same date of the concession
(2027).
The service agreement provides for an annual update of the fee
concerning consumption of electricity and maintenance and the
annual increase of the lump-sum fee in relation to the new lighting
installed.
applied for an funded by the Municipal Authorities or (ii) financed
by ACES: in the first case, such works will be paid based on a price
list agreed by the parties (and subject to review every two years)
and will result in a percentage decrease in the ordinary fee. In the
second case, the Municipality is not bound to pay a surcharge;
however, ACEA will be awarded all or part of the savings expected
in both energy and economic terms according to pre-established
methods.
Upon natural or early expiry - also due to cases envisaged under
Law Decree no. 138/2011 - ACEA will be awarded an allowance
corresponding to the residual carrying amount, that will be paid
by the Municipality or the incoming operator if this obligation is
expressly set out in the call for tenders for the selection of the new
operator.
Finally, the contract sets out a list of events that represent a reason
of anticipated revocation of the concession and/or resolution of
contract by the will of the parties. Among these events, reference is
made to newly arising needs linked with public interests, according
to which ACEA has the right to receive an allowance according
to the product, that is discounted based on the percentage of the
annual contractual amount and the number of years until expiry of
the concession.
On the basis of the number of public lighting plants as at 31
December 2009, the supplemental agreement establishes the
ordinary annual fee as 39.6 million euros, including all costs
relative to the provision of electricity to supply the plants, ordinary
operations and ongoing and extraordinary maintenance.
Further information is provided in the section “Related Party
Transactions”.
INTEGRATED WATER SERVICE
This service is provided under concession in the following regions:
• Lazio, where ACEA Ato2 S.p.A. and ACEA Ato5 S.p.A. provide
services in the provinces of Rome and Frosinone, respectively,
• Campania, where G.O.R.I. S.p.A. provides services in the area of
the Sorrento Peninsula and Capri island, the Vesuvio area, the
Monti Lattari Area, as well as in the hydrographic basin of the
Sarno river,
• Tuscany, there the ACEA Group operates in the province of
Pisa, through Acque S.p.A., in the province of Florence, through
Publiacqua S.p.A., in the provinces of Siena and Grosseto,
through Acquedotto del Fiora S.p.A. and in the province of Arezzo
through Nuove Acque S.p.A. It also provides the service in Lucca
and province of Lucca through the company GEAL S.p.A.,
• Umbria, where the Group operates in the province of Perugia,
through Umbra Acque S.p.A.
The Group is also in charge of several former CIPE services in the
province of Benevento with GESESA S.p.A. and in the municipalities
of Termoli and Campagnano with Crea Gestioni S.p.A.
LAZIO - ACEA ATO2 S.P.A. (ATO2 - CENTRAL LAZIO - ROME)
thirty-year agreement signed on 6 August 2002 by the company
and Rome Provincial Authority (representing the Authority for the
ATO comprising 111 municipalities, including Roma Capitale). In
return for award of the concession, ACEA Ato2 pays a fee to all the
municipalities based on the date the related services are effectively
acquired, which is expected to occur gradually: to date, the survey
work (including that for municipalities already taken over) has been
completed for 94 municipalities out of 112, equivalent to around
3,800,000 residents (source ISTAT).
The larger Municipalities which haven’t been acquired yet include
Civitavecchia to which the Lazio Regional Authority in Decree of the
Regional Government No. 318 - 10/10/2013, attributed powers of
substitution to transfer the integrated water service to the ATO 2
sole operator, appointing a Commissioner to do so.
tariff proposals, note that the Mayors’ Conference met for the first
time on 29 April 2013 without resolving any of the items on the
agenda due to lack of a quorum. A valid meeting was then held
on 27 January 2014 and a specific resolution was passed on the
return on invested capital for the period 21 July – 31 December
2011 approving the enquiry in AEEGSI Resolution No. 273/2013/R/
idr of 25 June 2013. The amount to return, adjusted for inflation, as
calculated by the AEEG up to 2014 in the hypothesis that the sum is
returned in this financial year, amounts to 3,228,356.59 euros.
The 2012 and 2013 tariff proposals prepared by the OperationalTechnical Secretariat on the basis of the rules established by the
Temporary Tariff Method (MTT) indicate (i) for 2012, substantial
confirmation of the level of revenue recognised in the 2012
statements and (ii) for 2013, an average tariff increase of around
1.8% on that set for the same year by the Mayors’ Conference of 17
April 2012. Furthermore, the FNI (New Investments Fund) for 2013
is equal to 11.3 million euros.
211
As a result of the regulatory changes at the end of 2013, there have
been changes in the approval procedure to streamline the same.
In particular, if the Local Authority fails to approve its tariff proposal
by 27 December 2013 (date of publication of the AEEGSI Resolution
No. 643/2013/R/idr), within the 30 following days the Operator can
autonomously send a request to the same Local Authority with a
note sent to AEEGSI.
On receipt of said proposal, AEEGSI must give the Local Authority
notice to fulfil their obligations within 30 days following receipt of
said notice, after which the Operator’s request is understood to be
approved on the principle of consent by silence.
Following consent by silence, the Operator therefore has the
right to directly ask AEEGSI, which must respond within 30 days
following receipt of the request, to evaluate and finally approve the
proposal for a tariff update proposal presented by the same and
implicitly approved.
On 24 January 2014 Acea Ato2 has, therefore, applied to the local
Authority requesting a tariff adjustment pursuant to art. 9.2 of
Resolution No. 643, giving simultaneous communication to AEEGSI.
On 4 March 2014, following the notice to comply sent on 6 February
2014 by AEEGSI to the local authority, the Conference of Mayors
approved the tariffs for the regulatory period 2012-2013 and the
tariff and financial plan for the same years.
As established by article 6 of AEEG Resolution No. 585/2012,
while awaiting the decisions on 2012 and 2013 tariffs, in 2013 the
Company applied the tariff set by the Mayors’ Conference and the
Chairmen of Ato2 Central Lazio - Rome on 17 April 2012
(cent. €/m3 122,35).
The Mayors’ Conference and the Chairmen of Ato2 Central Lazio
- Rome met to discuss and resolve various issues regarding the
Average Area Tariff including additional tariff adjustments generated
by the difference between guaranteed and actual revenues for
2006 – 2011 equal to approximately 94 million euros. The Mayors’
Conference established that these adjustments, including interest
(totalling 118.4 million euros), will be arranged over six years at a
constant rate (19.73 million euros) from 2012.
Revenues in 2013, including adjustments of the pass-through items,
totalled 477.9 million euros, of which 11.3 million euros related to
the NIF component.
As required by Resolution No. 643/2013, by 31 March 2014 the Area
Authorities must approve the tariff proposal for 2014 including the
2012 adjustments of so-called pass-through items and, if required,
also the costs for I.I.S. activities borne for exceptional events, and
send the same to the AEEG. With reference to this last type of costs,
ACEA Ato2 has requested STO and AEEGSI acknowledge the higher
costs borne in 2012 to deal with the water and environmental
emergencies (approximately 12 million euros): as required by the
regulation in force, these costs must be specifically acknowledged
after a specific enquiry by the Regulatory Authority.
.
212
LLAZIO - ACEA ATO5 S.P.A. (ATO5 - SOUTHERN LAZIO - FROSINONE)
thirty-year agreement signed on 27 June 2003 by the company and
Frosinone Provincial Authority (representing the Authority for the
ATO comprising 86 municipalities). In return for being awarded the
concession, ACEA Ato5 pays a fee to all the municipalities based on
the date the related services are effectively acquired.
The management of the integrated water service in the territory
of ATO 5 - Southern Lazio-Frosinone involves a total of 85
municipalities (management still remains to be surveyed in the
municipalities of Atina, Paliano and Cassino Centro Urbano) for
a total population of around 480,000 inhabitants, about 460,000
inhabitants supplied and a number of end users equal to around
188,214.
NO NEW ACQUISITIONS WERE FORMALISED IN THE PERIOD.
As a result of the events mentioned in relation to applied tariff
legitimacy, in its bills the company applied the tariff that was
published for 2005 until 31 December 2011, in compliance with
the Area Authority’s instructions. However, it assesses its revenue
on the basis of the minimum volumes guaranteed by the plan
underlying the invitation to tender valued at the real average tariff,
equal to that of the bid plus forecast and compound inflation.
For the year 2012 (and also 2013), Acea Ato5 applied the real
average tariff (1.359 €/m3) to its customers and the corresponding
tariff structure established by the Special Commissioner, Mr.
Passino, in the “Decree Protocol No. F66 of 8 March 2012 Determination of the integrated water service tariff applicable for
the year 2012 in the ATO-5 Southern Lazio-Frosinone”.
It should be remembered that the aim of the mentioned document
was to quickly deal with a service economic-financial imbalance,
caused by the failure to update the tariff based on the trend
in inflation and forecasts in the area plan and management
agreement. This tariff, therefore, does not take into account
the difference between planned and actual investments and, in
general, between the estimates of the Area Plan and the actual
performance of managed operations in previous years, which will
have to be analysed as part of the tariff review. These analyses are
included in a report of 28 June 2012 (F 129/2012) on the “choice of
criteria, tariff verification and management for the years 2006 to
2011, estimate of the adjustments and service levels”.
By Decision of 30 May 2013, the Special Commissioner, appointed
by the Regional Administrative Court of Latina, in replacement
of Mr. Passino, submitted a final report on the determination of
adjustments and service levels with reference to the 2006-2011
period and the review of the 2011-2013 3-year plan.
The Commissioner set ACEA Ato5’s tariff adjustment at 75.2
million euros net of the penalties applied: within 90 days of
notice of determination, the Area Authority, after consulting the
company, will define the instruments, mechanisms and amounts for
recognition of the items adjusted and deliver its reasoned opinions
to AEEG so the same can determine its tariffs.
By appeal notified on 31 July 2013 with the Lazio Regional
Administrative Court – Latina District - A.ATO 5 challenged the 30
May 2013 final report of the appointed Commissioner, requesting
the cancellation of the same subject to effective suspension.
On 9 September 2013 the Company filed a memorandum of
appearance and cross-appeal, and the following day A.ATO 5 filed a
formal renouncement to the claim for an injunction order requested
in appeal. On the date of today, we are waiting for the hearing to be
called.
On 6 December 2013, ACEA Ato5 gave notice to A.ATO5 to put the
Commissioner’s 30 May 2013 Decision into full effect within 30
days. No reply has been received from A.ATO5 to this date.
The company decided not to bring legal action against the Area
Authority to oblige the sameto implement the commissioner’s
Resolution of 30 May 2013, since the subsequent AEEGSI Resolution
No. 643/2013 published on 27 December 2013, established
methods and procedures for the recovery of said previous years
items, which the company intends to pursue starting next July.
Pursuant to Article 9, paragraph 9.2, of AEEGSI Resolution No.
643/2013, dated 23 January 2014, the Company filed an Application
with the Area Authority requesting an adjustment of the integrated
water service tariff for the years 2012 and 2013. Furthermore,
ACEA Ato5 sent a separate note to AEEGSI to inform the same
that they had sent a request and asking for notice to be given to
the Area Authority. On 6 February 2014 AEEGSI gave notice to the
Area Authority to determine the tariffs for 2012 and 2013 of its
competence by 8 March 2014 with a warning that, after said term
had expired, the Operator’s request would be approved by the Area
Authority on the principle of consent by silence and would be sent
by the Operator to the Authority for evaluation and final approval
within the following thirty days.
The Operator’s proposal submitted pursuant to art. 9.2 of
Resolution No. 643/2013 provides for a € tariff multiplier for 2012
and 2013 of 1.350 and 1.397, subject respectively therefore,
to special AEEGSI investigation as it exceeds the maximum
permissible limits (1.065 for 2012 and 1.134 for 2013).
Note that the Mayors’ Conference of 5 March 2014 resolved as
follows:
(i) to approve the proposed calculation, as per technical report,
that determines a provisional applicable tariff of €/m3 1.447
for the tariff multiplier applicable for the year 2012 (Θ = 1.065);
and a provisional tariff of €/m3 1.541 for the tariff multiplier for
the year 2013 (€ = 1.134), provided that with respect to the €
values proposed by the operator resulting in tariff changes in
absolute terms exceeding the MTN limit, an investigation shall
be ordered by the Authority
(ii) to forward this document to the AEEG, together with the
documentation on the agenda for subsequent investigation, as
the conditions mentioned in art. 7, paragraph 7.1 of Resolution
585/2012/R/idr are satisfied
Putting the resolutions passed by the Mayors Conference on 5
March 2014 into effect, on 3 April 2014 the ATO’s STO sent the
AEEGSI (after publication on the ATO’s website on 2 April 2014) the
resolution document, together with the tariff proposal submitted by
the operator, to which no objections has been made.
Concerning the reimbursement of the portion of return on invested
capital for the period 21 July 2011 – 31 December 2011, the
Operational-Technical Secretariat of ATO 5 Southern Lazio-Frosinone
sent AEEGSI a note that indicates that no such reimbursement is
due as “the deduction of sums (accounted for - editor’s note) from
the portion of return on invested capital, reproportioned for the
period of reference results in a negative reimbursement ….”.
It should be noted that, by its own Resolution No. 163/2014
published on 3 April 2014, the AEEGSI, following the successful
check carried out on the information produced by the AATO,
confirmed that nothing is due by Acea Ato 5 to its users by way of
reimbursement of the tariff component representing the return on
invested capital for the period 21 July 2011 - 31 December 2011.
Revenues in 2013, including adjustments to the pass-through
items (i.e. electricity) totalled 57.2 million euros, calculated, as in
2012, using a tariff multiplier higher than the maximum allowed
multiplier. In particular, the θ used for 2013 is equal to 1.397, as per
the Operator’s proposed tariff attached to the tariff application
examined at the Mayors Conference of 5 March 2014 and currently
under examination by the AEEGSI. It should be noted that the
revenue difference between application of θ resulting from the
2013 Transitional Tariff Method (1.397) contained in the application
submitted by the Operator and the maximum allowable in the
first phase (1.134) amounted to 10.8 million euros for 2012 and
12 million euros for 2013. Recovery of these higher amounts,
submitted pursuant to Article 7.1 of Resolution No. 585/2012
to a special investigation by the AEEGSI, is uncertain and an
unfavourable outcome in the aforementioned investigation could
have significant effects on the financial position and operating
results of Acea Ato 5.
As at 31 December 2013, the Company set aside a provision of
18.8 million euros; at the end of the previous year this provision
amounted to 30 million euros and was used to take account of the
effects of the decisions made by the Special Commissioner and
contained in the Resolution of 30 May 2013.
CAMPANIA - GORI S.P.A. (SARNESE VESUVIANO)
GORI provides integrated water services in 76 municipalities in
the provinces of Naples and Salerno, on the basis of a thirty-year
agreement signed on 30/09/2002 by the company and the Sarnese
Vesuviano Area Authority. GORI pays a fee to the grantor (the
Sarnese Vesuviano Area Authority) of the concession, based on the
date the right to manage the related services is effectively acquired.
The area of operations has remained essentially unchanged
compared to the previous year, since the process of acquiring
management is now complete. In fact, 76 municipalities are
managed, i.e. all those falling under ATO 3 in the Campania Region.
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TARIFFS
Il Commissario straordinario p.t. dell’Ente d’Ambito Sarnese
The Extraordinary Commissioner of the Sarnese Vesuviano Area
Authority, in observance of AEEG Resolution No. 585/2012 - 28
December 2012, passed Resolution No. 17 - 29/04/2013 establishing
the Restriction on guaranteed revenues (VRG) for 2012 and 2013
and the theta tariff multiplier for the same years. Based on this
resolution revenues for the year were estimated at 151.5 million
euros (Group share 56.1 million euros).
The AEEGSI has not yet completed the analysis on the 2012-2013
tariffs as in April 2013 the Special Commissioner of the Sarnese
Vesuviano Area failed to send the planned update of the ATO 3
(PEF) Financial Plan, together with the resolution establishing the
Restriction on guaranteed revenues (VRG)and the tariff multiplier.
Failure to send this document resulted in the following issues:
• difficulties in determining the operating cost of the Regional
Works to be transferred pursuant to the Regional Council
Resolution No. 172/2013 (see below),
• need to restate the prior-year items as defined (for an amount
of approximately 109 million euros at 31 December 2011) by the
Agreement of 24 June 2013, implementing the Regional Council
Resolution No. 171/2013 (see below).
Only on 24 January 2014, using the new tools introduced by art.
9.2 of AEEGSI Resolution No.643/2013/R/IDR, did the Commissioner
send to AEEGSI the update of the ATO 3 Economic-Financial Plan,
valid for I.I.S. tariffs for 2012 and 2013, drawn up in accordance with
the provisions of Resolution No. 585/2012/R/idr and on the basis
of the assumptions in art. 4 of Resolution No. 73/2013/R/idr and
subsequent amendments. This will allow AEEGSI to complete the
procedure for the approval of the tariffs.
RELATIONS WITH THE CAMPANIA REGIONAL GOVERNMENT
Resolution No. 171 passed on 3 June 2013 by the Campania
Regional Government laid the foundations for the final settlement
of the dispute between the Regional Government (and their
regional operator Acqua Campania S.p.A.), the Sarnese Vesuviano
Area Authority and GORI; more specifically, this resolution
established the principles for drawing up an agreement, which the
above subjects signed on 24 June 2013, in which
(i) relations are normalized through the acknowledgement and
application of regional tariffs for the wholesale water supply
services and the collection and treatment of waste water
provided through regionally operated plants,
(ii)GORI’s overall debt with the Regional Government is
acknowledged, reducing it through the application of the
specific provisions of the 2012 regional financial law (total 212
million euros as at 31 December – Group share 79.5 million
euros) with a consequent 20-year repayment plan (without
payments in the first ten years and with payments beginning
from the eleventh year at the legal interest rate valid when
the agreement was signed) which will be supported also by a
gradual repayment plan for the tariff adjustments matured by
GORI in previous years.
(iii)Likewise, concomitantly with the GORI debt for an equivalent
amount, also the total of previous tariff adjustments is reduced,
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equal to 109.5 million euros as at 31 December 2011 (Group
share 40.6 million euros).
This agreement solves the dispute between the Campania Regional
Government and its operator Acqua Campania on the one hand,
and between the Area Authority and GORI on the other.
Furthermore, the agreement specifically requires the parties to
redefine their economic-financial agreements - including the Debt
repayment plan and the tariff adjustment repayment plan - as
a consequence of and in accordance with any provisions of pro
tempore regulations in force and tariff measures adopted by the
competent Public authorities, AEEG first and foremost.
As a result of the above-mentioned agreement, GORI will also lose
its subsidies in the case of default of the debt repayment plan by
GORI.
Furthermore, regional resolution No. 172/2013 requires that the
Regional Works are transferred to the Extraordinary Commissioner
of the Area Authority, and therefore, to GORI by the relevant act
of transfer within 150 days from the date of publication of said
resolution (Official Gazette of the Campania Regional Government
No. 32 - 10/06/2013); in any case, the Regional Works will be
understood to have been transferred automatically on expiry of the
above 150-day term, regardless of whether the state and condition
has been drawn up or the transfer signed. GORI considers this
way of transferring works to be prejudicial, as it does not allow
for some fundamental and functional aspects for correct I.W.S.
management such as the exact acknowledgement of the state
of the Work also from a technical-management point of view
(verification and examination of all relevant costs), which makes
it impossible to enter the economic and financial data required to
guarantee full coverage of operating costs for Regional Works, in
the Area Plan’s Economic-Financial Plan. For these reasons, the
company challenged Resolution No. 172/2013 before the Campania
Regional Administrative Court in Naples which, suspended the
effects until the case is heard.
In this context on 17 January 2014, the company “GEST.I.RE. s.r.l. –
Gestione Impianti Regionali” was established, GORI being the sole
shareholder, to which the regional plants will be transferred.
Please note that a provision of 39.2 million euros, allocated in 2011
for 44.1 million euros, is recognised in the Consolidated Financial
Statements, designed to cope with the uncertainties affecting
GORI.
TUSCANY - ACQUE S.P.A. (ATO2 - BASSO VALDARNO)
2001. In accordance with said agreement, the Operator took
over the exclusive integrated water service of ATO2, comprising
all public water collection, abstraction and distribution services
for civil use, sewage systems and the treatment of waste water.
The Area includes 57 municipalities. In return for award of the
concession, Acque pays a fee to all the municipalities, including
accumulated liabilities incurred under previous concessions
awarded.
Since the start of operation and up to 31 December 2011 (i.e.
during the applicability of the Standardised Method) the Area
Authority issued three tariff revisions.
The last tariff review of 6 December 2011 for the 2008-2010
period was accompanied by the review of the Area Plan which
was performed on two separate scenarios. The first (2026 Plan)
provides for a 5 year extension of the concession (until 2026) with
an increase of planned investments of about 250 million euros
in the period 2011-2026. The second (2021 Plan) provides for an
unchanged investment amount compared to the original, already
funded plan; however, it provides for a rescheduling, which makes
the 2011-2013 period coincide with the previous assumption and a
subsequent reduction in the remaining period.
In this manner, investments for approximately 40 million euros
more than in the original plan are envisaged for 2011-2013.
The 2026 Plan will become effective only after:
• approval by the current Lenders
• confirmation that the plan can be financed
Nel caso in cui non si verifichino le condizioni sopra esposte sarà
If the above conditions are not met the 2021 Plan will become
effective.
The only difference between the two plans is in the part referring
to investments, whilst all other aspects - including the tariff to be
applied in the first three-year period 2011-2013 - coincide.
In order not to exceed the K limit in tariff increases set at 5% by
the Standardised Method, the 2021 Plan, which envisages higher
amortisation in the first three-year period due to the reduced
duration of the financial amortisation, involves reducing the fee
due from the municipalities and recovery in subsequent years.
Following adoption of the AATO Resolutions two appeals were filed
as follows:
• An appeal filed by Federconsumatori Utenti Toscana against
AATO 2 and Acque challenging the legitimacy of Resolution 12 by
which AATO 2 extended the duration of the concession to Acque
to 2026 and requesting its cancellation,
• An appeal filed by the Forum Toscano dei Movimenti per l’Acqua
and a number of individuals resident in ATO 2 against the AIT,
AATO 2 and Acque is more wide-ranging than that mentioned
previously, challenging - amongst other things - the legitimacy
of Resolutions 12 and 13, requesting their cancellation and also
challenging the fact that in the tariff reviews Resolutions 12 and
13 take into account the return on capital invested component
despite the results of the June 2011 referendum. On 21 March
2013, the application was declared inadmissible by the Tuscany
Regional Administrative Court.
Note that on 22 April 2013, the Tuscany Regional Administrative
Court passed sentence on the appeal filed for cancellation of
Co.N.Vi.Ri. Resolution No. 60 - 27 April 2011, with reference to the
re-examination of the review for the 2005-2008 3-year period of
the Toscana – Basso Valdarno AATO 2 area plan. The Section, ruling
against the previous sentence (Tuscany Regional Administrative
Court sec. II, 23 December 2010 No. 6863), adhered to the prevailing
view of the Council of State (Council of State, sec. VI, 27 October
2011 No. 5788) and rejected the appeal.
585/2012, note that in a meeting held 30 April 2013 the Tuscan
On 17 October 2013, in Resolution No. 10 AIT also approved the
Economic-Financial Plan in accordance with AEEG Resolution No.
73/2013. Finally, on 14 November 2013, in Resolution No. 518, the
AEEG approved the tariffs passed in the AIT resolution.
TUSCANY - ACQUEDOTTO DEL FIORA S.P.A. (ATO6 - OMBRONE)
Based on the agreement signed on 28 December 2001, the operator
(Acquedotto del Fiora) is to supply integrated water services on
an exclusive basis in ATO 6, consisting of public services covering
the collection, abstraction and distribution of water for civil use,
sewerage and waste water treatment.
The concession term is twenty-five years from 1 January 2002.
In August 2004, ACEA – via the vehicle Ombrone SpA – completed
its acquisition - of an interest in the Company.
In December 2011 the Area Authority approved the new Tariff
Review for 2008-2010 and the review of the 2011-2026 Area Plan
and Investment Plan, in line with the principles of sustainability
and medium/long-term economic and financial balance. In this
context and as invited some time ago by the company, the Area
Authority took the opportunity to reduce remaining discrepancies
between the operator planning (Economic-Financial Plan for
project financing) and regulator planning (the Authority’s EconomicFinancial Plan). The volumes of water sold included by the Authority
in the new Area Plan are therefore aligned to those expected of
Acquedotto del Fiora.
585/2012, note that in a meeting held 30 April 2013 the Tuscan
Acquedotto del Fiora 2012 and 2013 tariffs were also subject to
approval by the AEEG in Resolution No. 518/2013/R/IDR on 14
November 2013.
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TUSCANY - PUBLIACQUA S.P.A. (ATO3 - MEDIO VALDARNO)
2001. In accordance with said agreement, the Operator took
over the exclusive integrated water service of ATO 3, comprising
all public water collection, abstraction and distribution services
for civil use, sewage systems and the treatment of waste water.
The Area includes 49 municipalities, of which 6 managed via
agreements inherited from the previous operator, Fiorentinagas. In
return for awarding the concession, the Operator pays a fee to all
the Municipalities, including accumulated liabilities incurred prior to
award of the related contracts.
In June 2006, ACEA - via the vehicle Acque Blu Fiorentine S.p.A. –
completed its acquisition - of an interest in the company.
Please note that, on 17 December 2010, the general meeting of
the Area Authority approved the 2010-2021 tariff development. The
Board of Directors was entrusted by the Meeting to draw up the
new Chapter 6 of the Area Plan, containing comments and details
concerning the approved tariff profile, as well as the tables of the
economic-financial plan set out in art. 149, paragraph 4 of Italian
Legislative Decree 152/2006.
With resolutions no. 4 and no. 32 of 2011 and no. 8 of 2012, the
Board of Directors of the Area Authority and the Regional water
authority approved the area plan, the economic-financial plan and
the action plan, respectively for 2010-2021.
As noted previously, Publiacqua filed an appeal against those deeds
with the Regional Administrative Court of Tuscany. The appeal is
based on various factors such as the lack of jurisdiction (given the
object of the resolution is a matter for the General Meeting and
not the Board of Directors), the non-adjustment of the analysis
of service criticalities and investment objectives, and, therefore,
incompleteness of the document, also shown by the absence
of the definition of investments to be carried out. The Regional
Administrative Court section I has not yet set the date for the first
hearing.
Again on regulatory issues, in 2011 Conviri also filed a second
instance appeal with the Council of State against the Regional
Administrative Court of Florence’s judgement which, by ruling 6863
of 23 December 2010, cancelled that Committee’s resolution no.
3 of 16 July 2008. The resolution challenged the legitimacy of the
settlement agreed by the Area Authority and Publiacqua. This was
designed to resolve numerous disputed items that, in the end, gave
rise to the payment of 6.2 million euros to the operator. Ruling no.
5788 of the Council of State of 27/10/2011 overturned the judgment
of the Regional Administrative Court of Tuscany, therefore accepting
Conviri’s requests. The Supreme Court subsequently delivered its
judgment No. 21586/13 by which it quashed the appeal filed by
Publiacqua as inadmissible, confirming the decision of the Council
of State.
Publiacqua already notified the Tuscan Water Authority that the
ineffectiveness of the transaction of March 2007 determines the
revival of all original claims formulated by the Area Authority in
2006 and therefore requested to re-open the proceeding to review
all items. With decree no. l6/2012, the Director of the Tuscan
Water Authority resolved to temporarily exclude from 2013 tariffs
sums inherent to the adjustment relative to the settlement deed,
216
and re-opened the proceeding to verify the entirety of the items
requested by Publiacqua, after which it will be possible to assess
the resolution of the transaction.
Lastly, note that following completion of the inspection to ascertain
the accounting methods for the investment costs, by letter dated
9 March the Regional Water Authority informed the operator of its
intention to recognise only actual costs incurred by Ingegnerie to
provide the various services to Publiacqua, thereby introducing
a change to the current regulatory system, envisaged in the
agreement, and not agreed with the operator. An appeal was
then filed requesting cancellation of the note of the Tuscan water
authority – Territorial Conference no. 3 – Middle Valdarno – ref. no.
1187/3/12 of 9 March 2012 on the subject of “The services assigned
to Ingegnerie Toscane s.r.l. – Results of the 2011 inspection”. A
subsequent appeal was lodged for additional reasons, challenging
also the note of the Tuscan Water Authority - Territorial Conference
no. 3 - Middle Valdarno ref. no.2907/12 of 14 May 2012 concerning
“Response to the warning letter of Publiacqua dated 03/04/2012
(ref. no. 15342) about the services assigned to Ingegnerie Toscane
s.r.l.”.
A number of additional resolutions were also challenged as deemed
to be in violation of the rights guaranteed by the Concession
Agreement; most notably the company requested the annulment
of decision no.33 issued on 11 May 2012 by the Tuscan Water
Authority - Territorial Conference No. 3 Middle Valdarno, concerning
“Programme Agreement in the drinking water sector IWS
Disbursement to Publiacqua S.p.a. of funds granted by the Region
of Tuscany by executive decrees no. 3225/09 and no. 6812/09”,
because it infringes the disbursement method of the sums covered
by the regional funding, especially with respect to the amount. For
the same reasons, a joint request was made for the annulment
of AIT decisions no. 61 and no. 62 of 12.09.2012 and decision no.
41 of 11 June 2012. Both appeals are pending before the Regional
Administrative Court of Tuscany.
In addition, on 16 April 2012 Publiacqua filed an appeal against
the Ministry of the Environment and Protection of Land and Sea
for the annulment of decree 3076/TRI/Di/V.I.R.I. of 20 January 2012
which approved report no.17 of 17 January 2012 “Verification of the
correct preparation of the ordinary review of the Area Plan of AATO
3 Middle Valdarno”. The litigation is still pending waiting for the
hearing to be set.
With reference to the procedure for approval of the tariff proposals
for 2012 and 2013 by the Area Authorities required by article 6 of
resolution 585/2012, on 19 April 2013 the Tuscan Water Authority
Conference decided not to approve the 2012 and 2013 tariff
proposals submitting the decisions on the matter to the Tuscan
Water Authority also with reference to the New Investments Fund
component.
On 30 April 2013 the Tuscan Water Authority, with regard to
Publiacqua, postponed deliberation on the revision of EconomicFinancial Plans and decided not to revise the contractual clauses
and other acts regulating relations with Operators. The Tuscan
Water Authority also requested the Tuscan Water Authority
Conference to examine the relative tariff proposals again. On 10
May 2013 the Tuscan Water Authority Conference approved the
New Investments Fund component for 2012 and 2013. Furthermore,
on 17 October 2013 the Tuscany Water Authority approving the
Economic-Financial Plan, set the 2012 New Investments Fund
investment allocation at 22.7 million euros.
As a result of these acts, the Tuscan Water Authority only sent AEEG
the resolution concerning the Fund, as it hadn’t been able to pass
resolutions on tariffs or draw up an Economic-Financial Plan.
On 17 October 2013 the Meeting of the Tuscany Water Authority
finally approved the tariff economic plan (and therefore the tariffs)
in Resolution No. 10/2013 and, on 14 November 2013, in Resolution
No. 518, the AEEG approved the tariffs passed by AIT resolution for
2012 and 2013 setting the tariff multiplier for the same years.
2013 revenues were calculated on the basis of AEEGSI tariff
calculations, which amount to a total, including adjustments of
so-called pass-through items (i.e. electricity), of 217.6 million euros
(Group share 87.0 million euros). The revenues are inclusive of the
2012 and 2013 New Investments Fund component (53.1 million
euros - Group share 21.2 million euros).
UMBRIA - UMBRA ACQUE S.P.A. (ATO1 - UMBRIA 1)
On 26 November 2007 ACEA S.p.A. was definitively awarded the
tender called by the Area Authority for selection of the minority
private business partner of Umbra Acque S.p.A. The tender
procedure requires the successful bidder to subscribe an 11.335%
increase in the post-increase share capital of Umbra Acque S.p.A.
and the purchase of 4,457,339 shares owned by outgoing private
shareholders (ACEA already holds an interest in Umbra Acque
through the subsidiary Crea), corresponding to 28.665% of the postincrease share capital of Umbra Acque S.p.A..
Before the end of 2007, ACEA completed the subscriptions of
the share capital increase and the purchase of shares owned
by outgoing private shareholders, thus acquiring ownership of
40.00000257% of the share capital of Umbra Acque S.p.A.
With reference to the tariff applied to users in 2013, the tariff
was calculated on the basis of Single Assembly Resolution No. 4 30/04/2013 of ATI No.1 and No.2 concerning the “AEEGSI 2012 and
2013 new temporary tariff system”: with said resolution the Area
Authorities agreed to a New Investments Fund component of 4.0
million euros (Group share 1.6 million euros) for Umbra Acque in
2013 alone. Subsequently, on 7 November 2013, AEEGSI approved
the tariffs and related Economic-financial Plans in Resolution No.
505/R/idr.
25.2 million) euros, including adjustments of so-called pass-through
items (i.e. electricity), inclusive of the 2013 New Investments Fund
component.
ACEA GROUP AND ROMA CAPITALE
Trading relations between ACEA Group companies and Roma
Capitale include the supply of electricity and water and provision of
services to the Municipality.
Among the principal services are the management, maintenance
and upgrading of public lighting facilities and, with regard to
environmental–water services, the maintenance of fountains and
drinking fountains, the additional water service, as well as contract
work.
Such relations are governed by appropriate service contracts and
the supply of water and electricity is conducted on an arm’s length
basis.
ACEA and ACEA Ato2, respectively, provide public lighting and
integrated water services under the terms of two thirty–year
concession agreements. Further details are provided in the section
“Service concession arrangements”.
With regard to public lighting, the Group provides public lighting
services on an exclusive basis within the Rome area. As part of the
thirty-year free concession granted by the Municipality of Rome in
1998, the economic terms of the concession services are currently
governed by a service contract signed by the parties, effective as
of May 2005 until the concession expiry (31 December 2027). On
15 March 2011, ACEA and Roma Capitale signed a supplemental
agreement effective as of the beginning of the year.
The supplements regard the following elements:
• alignment of the term of the service contract with the expiry
of the concession (2027), given that the contract is merely
additional to the agreement;
• annual update of the compensation concerning consumption of
electricity and maintenance;
• annual increase in the lump-sum payment with regard to the
new lighting points installed.
217
applied for an funded by the Municipal Authorities or (ii) financed by
ACES: in the first case, such works will be paid based on a price list
agreed by the parties (and subject to review every two years) and
will result in a percentage decrease in the ordinary fee. In the second
case, the Municipality is not bound to pay a surcharge; however,
ACEA will be awarded all or part of the savings expected in both
energy and economic terms according to pre-established methods.
Upon natural or anticipated expiry, ACEA will be awarded an
allowance corresponding to the residual carrying amount, which will
be paid by the Municipality or the incoming operator if this obligation
is expressly set out in the call for tenders for the selection of the new
operator.
The contract sets out a list of events that represent a reason of early
termination of the concession and/or resolution of contract by the
will of the parties. Among these events, reference is made to newly
arising needs attributable to the public interest including that set
out in Article 23 bis of Law Decree 112/2008 repealed following the
referenda of 12 and 13 June 2011, on the basis of which ACEA has
the right to receive an allowance according to the discounted result
of a defined percentage of the annual contractual amount multiplied
by the number of years until expiry of the concession.
Based on the fact that the supplementary agreement exceeds
the reference thresholds set out by the Company with regard to
Related Party Transactions, it was analysed by the Board of Directors
and approved during the meeting held on 1 February 2011, having
obtained the favourable opinion of the Committee for Related Party
Transactions.
The current contract, as amended by the supplemental agreement,
involves a lump-sum payment which pays a compensation for
ordinary operations, ongoing and extraordinary maintenance and the
supply of electricity.
The consideration accrued at 31 December 2013, calculated on the
basis of lighting points as at 31 December 2012, amounts to 26.9
million euros and is billed in monthly instalments with payment set
at 60 days.
The new constructions and investments contribute to the increase in
the lump-sum figure due to the annual accrual calculated according
to the capital allowance mechanism envisaged for the plants
underlying the specific operation as well as the percentage reduction
of the ordinary fee due by Roma Capitale, the amount of which is
defined in the technical-economic project document.
A variable interest rate is applied to the invested capital.
As a local authority, Roma Capitale has the power to regulate
municipal taxes and duties that the Group companies are required
to pay and which fall under its territorial jurisdiction. However, the
Group is not solely liable for any such taxes and duties with respect
to other companies operating in the municipality.
218
The reciprocal receivables and payables – with regard to payment
terms and conditions – are governed by each single contract::
a) for the public lighting service contract, payment shall be made
within sixty days of receipt of the invoice and, in case of delayed
payment, the legal interest rate will be applied for the first sixty
days, after which the default interest rate will be applied, as set
out from year to year by a Decree of the Ministry of Public Works
and the Ministry of Economy and Finance,
b) with reference to all other service contracts, the payment term
for Roma Capitale as regards service contracts is sixty days from
receipt of invoice, and in the case of late payment the parties
have agreed to apply the current bank rate at the time.
c) for the supply of electricity and water to Roma Capitale (solely
with reference to regulated market users), it is envisaged that
Roma Capitale makes an advance payment of 90% within 40
days of receiving a summary list of the invoices issued by Group
companies. Moreover, Roma Capitale must settle the remaining
balance by June of the following year. In the case of late
payment for electricity or water, interest is payable to the extent
permitted under the terms of prevailing AEEG provisions,
d) the prices applied to sales of electricity to free market users are
in line with the commercial policies of Acea Energia. Payment
terms are sixty days and, in case of delay, a default interest rate
will be applied,
e) the terms of payment for the ACEA Group relating to fees for
the water services concession and the rental on its head office
premises are set at thirty days from receipt of the invoice, and
in the case of late payment interest shall be paid in accordance
with the current bank rate at the time.
For further information regarding relations between the ACEA
Group and Roma Capitale, reference should be made to the
disclosures regarding receivables and payables vis à vis the Parent
Company in note 22.b of this document.
The revenues and costs deriving from the most significant financial
relations of the ACEA Group at 31 December 2013 (compared to
those at 31 December 2012) are shown below.
REVENUE
31.12.2013
€ thousand
31.12.2012
COSTS
31.12.2013
31.12.2012
Supply of fresh water
31,277
30,646
0
0
Supply of Electricity
33,082
28,881
0
0
Public lighting service contract
53,203
49,334
0
0
Public lighting contract interest
538
1,513
0
0
Water maintenance service contract
585
1,140
0
0
Monumental fountain service contract
585
1,140
0
0
20,303
20,655
Concession fee
Rental expenses
154
253
Taxes and duties
5,454
5,223
In 2013 Roma Capitale made payments for a total of 186,803 thousand euros.
Reference should be made to note 23 for details on the impact of these transactions, while the table below summarises the changes in
receivables and payables.
€ thousand
31.12.2012
COLLECTIONS/
MATURAZIONI 2013
Receivables
188,553
(186,803)
151,754
153,504
61,613
(7,313)
66,227
120,527
Payables
ACEA GROUP AND ROMA CAPITALE GROUP
due under the repayment plan. It should be noted that this plan
covered receivables and payables until 31 October 2012.
With regard to the supply of electricity, please note that ATAC is no
longer supplied by Acea Energia with effect from 1 February 2012.
The ACEA Group also maintains trading relations with other
companies, special companies and entities owned by Roma
Capitale, concerning the supply of electricity and water.
The supply of services to entities owned by the Roma Capitale
Group is conducted on an arm’s length basis. The prices applied to
sales of electricity to free market users are in line with the sales
policies of Acea Energia.
With regard to relations with the AMA, this company has paid the
total sum of 19.5 million euros, thereby paying all the instalments
€ thousand
Cotral Group
Trambus
31.12.13
REVENUE
31.12.12
188
180
0
0
31.12.2013
The following table shows the most significant amounts of
between the ACEA Group and entities owned by the Roma Capitale
Group.
COSTS
31.12.12
31.12.13
RECEIVABLES
31.12.12
0
0
142
112
0
0
0
0
0
0
12
7
31.12.13
31.12.13
PAYABLES
31.12.12
AMA
8,202
9,913
164
1,485
7,197
10,517
1,409
0
ATAC
1,462
5,718
0
0
43,655
43,410
100
1
0
0
0
0
17
0
0
0
Musica per Roma
Palaexpò
47
45
0
50
81
77
61
61
Risorse per Roma
142
14
171
0
194
598
0
0
24
21
0
0
0
0
0
0
Rome Opera House
Bioparco S.p.A.
Total
17
15
0
0
1
1
0
0
10,083
15,905
335
1,535
51,287
54,715
1,582
69
The following table summarises receivables and payables due from and to entities owned by the Roma Capitale Group.
€ thousand
31.12.2013
31.12.2012
INCREASE/(DECREASE)
122,875
149,065
(25,190)
Trade payables
89,125
60,812
28,313
Net balance of trade items
33,750
88,253
(54,503)
(11,754)
Trade receivables
Financial receivables
82,448
94,203
Financial payables
32,984
869
32,115
Net balance of financial items
49,464
93,333
(43,869)
NET BALANCE
83,214
181,586
(98,372)
219
THE ACEA GROUP AND ITS MAIN ASSOCIATES
Marco Polo was converted into a limited liability company and has
been placed in liquidation as of 8 May 2013.
Up until 31 December 2011, i.e. the natural expiry date of the
business unit lease, Marco Polo carried out facility management
services. From 1 January 2012 the aforementioned business unit
returned to ACEA, including the staff and the facility management
activities involved.
REVENUE
between the ACEA Group and the company Marco Polo.
COSTS
RECEIVABLES
PAYABLES
31.12.2013
31.12.2012
31.12.2013
31.12.2012
31.12.2013
31.12.2012
31.12.2013
31.12.2012
1,727
1,056
0
95
3,034
2,135
2,607
7,361
Marco Polo
ACEA GROUP AND MAIN GDF-SUEZ GROUP COMPANIES
At the reporting date, essentially all purchase and supply
agreements signed under the terms of the Framework Agreement
had expired, although they continued to have some effects in 2013
with regard to energy and gas purchases.
Furthermore, on 18 February 2013, ACEA and GSEI also signed a
Settlement Agreement aimed at settling, pursuant to art. 1965 of
the Italian Civil code, the reciprocal positions generated by the
closing of debt and credit items, some of which resulted from the
REVENUE
€ thousand
termination of the joint venture agreement in March 2011. As a
result of that Agreement, the items recognised and subject to the
settlement were finally and definitively settled between the parties.
between the ACEA Group and the companies of the GDF Suez
Group.
COSTS
RECEIVABLES
PAYABLES
31.12.13
31.12.12
31.12.13
31.12.12
31.12.13
31.12.12
31.12.13
31.12.12
2,094
1,426
365
45,910
26
4,057
9,942
11,648
0
0
0
0
0
0
0
352
0
73
0
0
0
73
0
0
Roselectra
0
419
0
0
9
5
0
0
Tirreno
0
0
0
14,969
0
0
0
0
2,094
1,918
365
60,879
35
4,135
9,942
12,000
Gas de France Suez Energia I.
Gas de France
Gas de France Suez
Produzione
Total
LIST OF SIGNIFICANT RELATED PARTY TRANSACTIONS
Transactions examined and excluded from application of the OPC Procedure
since, their amount exceed the threshold of major significance, these
transactions, although excluded, are subject to disclosure
• Acea Energia/Umbria Energy: contract for the supply of
electricity for an estimated amount of 98 million euros. On 14
June 2013, pursuant to paragraph 7.2.2 of the Procedure ACEA
informed CONSOB that an energy supply contract was entered.
This was an ordinary transactions that exceed the threshold
of major significance, entered into at arm’s length conditions,
which benefited from exclusion from application of the
aforementioned procedure pursuant to art. 9 of said procedure
• Framework Agreement for the supply of electricity for the
year 2013 between Acea Energia Holding and Acea Energia
(estimated value 604 million euros)
• ACEA - Acea Energia: increase of the corporate or bank
“guarantees ceiling”, granted by ACEA to cover Acea Energia
activities for the period October 2013-December 2014.
220
• Acea Energia Holding/Acea Energia: Reverse merger of AEH
in Acea Energia in implementation of the plan to simplify the
corporate structure
• Acea Energia/Acea Ato2: Renewal of the contract for the
supply of electricity for the calendar year 2014. Requirements
estimated at 366,200 MWh for an estimated amount of 63.7
million euros. Extension of the supply contract under the same
terms and conditions for the calendar year 2015, unless any
contrary regulations are introduced by AEEG. Consequent
charge for the 2014-2015 period of 127.4 million euros for an
estimated total of 732,400 MWh.
On 18 December 2013 the ACEA Board of Directors approved a
number of changes to the OPC procedure. The text of the new
procedure and the previous procedure showing the revision of
changes made have been available on the company web site since
20 December 2013.
The table below shows the percentage weight of transactions with related parties on the statement of financial position, the income
statement and the cash flow statement.
IMPACT ON STATEMENT OF FINANCIAL POSITION
€ thousand
Financial assets
Trade receivables
Current tax assets
31.12.2013
OF WHICH
WITH RELATED
PARTIES
% WEIGHT
31.12.2012
OF WHICH
WITH RELATED
PARTIES
% WEIGHT
34,788
32,328
92.9%
32,959
30,899
93.8%
1,500,667
156,144
10.4%
1,477,207
190,744
12.9%
109,463
23
0.0%
85,562
57
0.1%
117,268
59,101
50.4%
152,225
71,787
47.2%
1,306,882
130,259
10.0%
1,267,161
92,864
7.3%
698,076
33,565
4.8%
891,407
1,638
0.2%
49,290
17
1.3%
61,510
68
0.1%
31.12.2013
OF WHICH
WITH RELATED
PARTIES
% WEIGHT
31.12.2012
OF WHICH
WITH RELATED
PARTIES
% WEIGHT
3,570,651
209,482
5.87%
3,592,421
214,205
6.0%
Total cost of materials and overheads
2,804,559
26,998
0.96%
2,914,897
92,175
3.2%
(97,427)
3
0.00%
(120,554)
1
0.0%
31.12.2013
OF WHICH
WITH RELATED
PARTIES
% WEIGHT
31.12.2012
OF WHICH
WITH RELATED
PARTIES
% WEIGHT
161.0%
Trade payables
Financial payables
Tax Payables
PERCENTAGE WEIGHT ON THE INCOME STATEMENT
Total financial (expense)/income
IMPACT ON STATEMENT OF CASH FLOWS
(90,884)
(34,634)
38.1%
(49,186)
(79,203)
39,314
46,769
119.0%
(72,595)
(238,364)
328.3%
Proceeds/payments deriving from other
33,144
(11,257)
-34.0%
(1,825)
(39,078)
2141.6%
(193,571)
31,927
-16.5%
436,226
(14,367)
-3.3%
financial investments
Decrease/increase in other short-term
borrowings
Interest expense paid
Dividends paid
(126,876)
0
0.0%
(123,247)
1
0.0%
(77,434)
(77,434)
100.0%
(47,813)
(47,813)
100.0%
221
SOCIAL SECURITY ISSUES
INPDAP (NATIONAL SOCIAL INSURANCE INSTITUTE FOR CIVIL
SERVANTS) CONTRIBUTIONS.
The Group employs staff registered with both INPDAP and INPS
pension funds. Certain contribution rates applied by the two entities
differ considerably; these include those for family benefit payments,
and social security contributions into line, the Group companies
decided that from November 2002 it would pay such contributions
at the lower rate. On the other hand, the underlying legal basis is
unclear: INPS circular No. 103 of 16 June 2002 reiterated that, whilst
awaiting clarification from the Ministry of Economy and Finance and
the Ministry of Labour, the rate of 6.20% applied to staff registered
with the INPDAP pension fund, reduced to 4.15% for 2011 (although
the differential of 3.72 percentage points with respect to staff
registered with the INPS pension fund remained unchanged) was to
be considered provisional.
legal progress of the cases undertaken led the Group to take action
to settle the dispute by recognising the debt, and paying family
benefit payments as required by INPS from December 2012.
Finally, in the month of December 2013, the Group companies filed
an irrevocable waiver for all pending cases.
TAX ISSUES
SAO TAX INSPECTION
In October 2008, the Revenue Agency notified the company with
two notices of assessment which reassessed, inter alia, the tax
reports for the tax years 2003 and 2004 with regard to the IRES tax.
The alleged irregularities arise from the application of Article 14,
paragraph 4-bis of Law no. 537 of 24 December 1993.
The appeals filed by the Company were merged by the Tax
Commission of Terni which, in the month of May 2009, upheld the
application for suspension filed by SAO and in November 2009
stayed the proceedings by raising the issue of the constitutionality
of Article 14, paragraph 4 bis of Law no. 537 of 24 December 1993,
upon which the tax assessment was based.
By decision of March 2011 the Constitutional Court dismissed the
constitutionality issue and remanded the proceedings to the Tax
Commission of Terni. In January 2013, the Commission upheld the
appeals filed by SAO and ordered the Agency Revenue to pay 50%
of the legal costs incurred by the Company.
On 24 February 2014, a hearing was held for discussion of
the appeal lodged by the Revenue Agency with the Regional
Commission of Umbria. The filing of the decision is currently
pending.
222
In addition to the above, in November 2008, the Revenue Agency
notified the company, and the former Parent Company EnerTAD
S.p.A., with a notice of assessment that reassessed the IRES tax
due for the 2004 tax period, establishing an additional tax charge
of 2.3 million euros for taxes, net of penalties, where applicable.
The alleged irregularities arise from the application of Article 14,
paragraph 4-bis of Law no. 537 of 24 December 1993.
SAO defence arguments were upheld by both the Provincial and
the Regional Tax Commission. In February 2013, the Revenue
Agency appealed to the Supreme Court and the company filed its
appearance.
It is believed that the actions of the tax authorities mentioned
above are illegitimate, and that the risk of having to pay the full
amount is remote, which previous shareholder Enertad, now Erg
Renew, will be obliged to pay on the basis of the guarantees issued
as part of the purchase/sale agreement regarding the shares of the
direct parent company A.R.I.A. S.r.l., formerly Tad Energia Ambiente
S.p.A., reaffirmed by the recent award of the Board of Arbitrators.
For the sake of completeness, we also mention that in January
2009, the company challenged the decision ref. no. 2008/27753 of
27 November 2008 by which the Revenue Agency suspended the
payment of a VAT refund claimed by the Company for the 2003 tax
year. This refund amounting to 1.3 million euros, was recognized
by the tax authorities, but it was suspended as a precautionary
measure due to the above mentioned tax assessments. The Tax
Commission, with Ruling issued following the hearing held in March
2010, upheld the appeal lodged by the company, thus cancelling
the cited measure against the aforementioned ruling. The Revenue
Agency submitted an appeal in September 2010. The proceedings
are in progress. It should be noted that the receivable concerning
the above VAT refund was sold for valuable consideration in July
2010. The buyer lodged an appeal, simultaneously requesting
discussion at a public hearing for the cancellation of measure
73747/2011 by which the Terni Provincial Department of the
Revenue Agency declared the sale of said VAT credit from SAO to
said assignee to be unacceptable. By sentence no. 52/04/12 issued
on 3 October 2011 and filed on 26 March 2012, the Perugia Regional
Tax Commission rejected the appeal filed by the Tax Authorities,
with reimbursement of costs. The Revenue Agency appealed to the
Supreme Court and the company filed its appearance.
ARSE TAX INSPECTION
On 14 June 2012, the Company was delivered a Report on Findings
from the Italian Financial Police - Rome Tax Police Department
following its inspection to check the correct use of the tax
suspension provisions under the VAT tax warehouse system
pursuant to article 50-bis of Law Decree no. 331 of 30 August 1993
(“VAT Warehouses”), relating to certain assets imported by the
company in 2009, 2010 and 2011.
Based on the alleged abusive use of the aforementioned system
by the company, the inspectors charged the company with failure
to pay VAT on imports - for 2009, 2010 and 2011 - amounting to
16,198,714.87 euros.
On 6 August 2012 the company submitted a defence brief pursuant
to art. 12, paragraph 7, of Law no. 212 of 27 July 2000 concerning
the findings contained in the aforementioned Report on Findings.
The issue relating to the concepts of simulated warehouses and
the introduction of goods to the country is particularly well-known
and debated, and has been the subject of numerous papers on
practices issued by the Customs Authority and several cases of
legal intervention.
The company considers that all the factual and legal conditions
envisaged in the regulation on the use of VAT Warehouses, as
interpreted by the relevant administrative bodies, were fully
satisfied and therefore the aforementioned Report on Findings is
without grounds.
With regard to VAT warehouses, please also note that, as concerns
the particular case of the provision of services for the assets held
at the VAT warehouses (case set forth in letter h) of art. 50-bis of
Law Decree no. 331/1993), art. 34, paragraph 44 of Law Decree no.
179 of 18 October 2012 recently amended art. 16, paragraph 5-bis
of Law Decree no. 185 of 29 November 2008 (on the authoritative
interpretation of letter h) of art. 50-bis noted above) establishing, for
that case, that VAT must be deemed definitively paid if, when the
merchandise is taken from the VAT warehouse for marketing within
the country, the regulations set forth in paragraph 6 of art. 50-bis
of Law Decree 331/93 are correctly implemented, or the reverse
charge procedures pursuant to art. 17, paragraph 2, of Presidential
Decree no. 633 of 26 October 1972 are correctly applied.
GORI TAX INSPECTION
In 2011, the Revenue Agency carried out an inspection for the year
2008. At the end of the inspection, the inspectors charged the
company with higher taxes payable for approximately 1 million
euros (plus penalties and interest).
As a direct consequence of the tax inspection reported above,
the company received: (i) a notice of findings in December 2012
relative to 2007 with which higher IRES corporate income taxes
were charged for 3,902 thousand euros, IRAP regional tax for 2,816
thousand euros and VAT for 97 thousand euros. On 13 February
2013, the company submitted a request for tax settlement which
was finalized in May involving payment of 1,249 thousand euros;
(ii) a notice of assessment in the month of August 2013 for the
year 2008, with which higher IRES and IRAP taxes were charged for
2,569 thousand euros and higher VAT for 570 thousand euros. The
Company requested and obtained the payment by instalment of the
sums assessed which amounted to 1,393 thousand euros; (iii) on 28
January 2014, an internal order of the Campania Regional Revenue
Department announcing the opening of a general audit for the year
2010 and a targeted audit for the years 2011 and 2012.
ARIA (FORMERLY EALL) TAX INSPECTION
On 17 February 2012, the Terni Tax Police Department of the
Guardia di Finanza launched a general inspection (IRES, IRAP and
VAT) against EALL for the years 2010/2011 until its merger into
ARIA. A request for the 2009 inspection to be extended to VAT was
submitted during the course of the inspection.
On 26 April 2012, ARIA S.r.l., as incorporating company of EALL,
was served a notice of findings report containing the following
findings:
• deductions pursuant to Tremonti ter;
• undue deduction of VAT on the disposal of ash and waste.
Regarding the first of these findings, the inspectors pointed out the
incorrect calculation for 2009 of a negative income component,
but at the same time recognised the amount due for 2010.
In the opinion of the company this finding does not result in
higher taxes as the higher payments made for 2009 fully cover the
higher taxes ascertained. It should be remembered, in fact, that
the Tremonti ter subsidy was challenged by the Tax Authorities in
relation to its aggregation with green certificates and the CIP6, and
by virtue of this initial interpretation the subsidy was first excluded
and subsequently higher payments were made.
Regarding the second finding, the inspectors charged the company
with unlawful deduction in 2009, 2010 and 2011 of part of the VAT
on services received for the disposal of ash and waste. In practice
the company had received invoices indicating the standard VAT
rate rather than the subsidised rate. Following the notification,
which took place during the years 2012 and 2013, of the notices
of assessment for VAT for the years 2009, 2010 and 2011, in 2013
the company paid the additional tax assessed and the related
penalties, assessed on a reduced basis, for a total amount of 844
thousand euros.
ACEA DISTRIBUZIONE TAX INSPECTION
Following the general inspection undertaken on 19 December
2012, the tax authority served ACEA Distribuzione with a Report
on Findings on 23 May 2013 The findings concern corporate
income taxes (IRES), regional tax (IRAP) and VAT for a total of about
1.5 million euros. The same Report on Findings also identified
irregularities for the years 2008-2012 concerning the tax treatment
of certain items already identified as irregular and having a multiyear impact on the accounts.
On 14 August 2013, the Lazio Regional Revenue Department Large Taxpayers Office - on the basis of the irregularities identified
in the Report on Findings, issued a notification to the company
seeking clarification on the tax treatment of the reported items for
the tax period 2008. On 23 September 2013, the company filed its
defence brief with the attached supporting documentation at the
offices of the Regional Revenue Department.
On 23 and 30 December 2013, the Lazio Regional Revenue
Department notified the notices of assessment for 2008, in which
it challenged undue deductions for a taxable IRES and IRAP amount
of 280 thousand euros and undue VAT deduction for 56 thousand
euros.
Against said notices of assessment, the company submitted a
request for tax settlement.
223
CUSTOMS INSPECTION
OF VOGHERA ENERGIA VENDITA IN LIQUIDATION
On 20 August 2013, the Pavia Customs Office notified a report on
findings to Voghera Energia Vendita which reported the missed
declaration, and consequently, failure to pay excise duties and
surcharges on electricity for the period 2008 - 2011 for a total
amount of 12,532 thousand euros. The same report on findings
also reported the failure to account for VAT on excise duty for an
amount of 2,524 thousand euros.
On 4 October 2013, the company filed its defence briefs pursuant to
art. 12 of Law 212/2000, detailing the transactions carried out in the
audited years and filing copious supporting documentation.
Despite the accurate reconstruction of billing operations provided
in the brief, on 14 February 2014 the Customs Office served a
notice of payment for non-payment of excise duties and surcharges
on electricity for the periods ranging from 2008 to 2011 for a total
of 10,931 thousand euros plus interest of 941 thousand euros and
an order for the payment of administrative penalties (a total of
approximately 25 million euros). The company considers that the
amounts assessed are not due and will therefore take appropriate
defence action.
OTHER ISSUES
ACEA ATO5 - TARIFF
With reference to the complex and vast tariff dispute between Acea
Ato5 and the Area Authority we provide the following information:
• the appeal filed by the ATO for the annulment of Decree F66
of 8 March 2012 “Determination of the tariff of the integrated
water service applicable for the year 2012 in the ATO 5 Southern
Lazio - Frosinone” issued by the Special Commissioner as well
as for the annulment, providing additional reasons, of the Report
submitted by said Commissioner in June 2012 on the progress
of the work was discussed at the hearing on 27 November 2013:
by judgment no. 907/2013 the Regional Administrative Court of
Lazio - Latina Section - partly upheld the original appeal, to the
extent concerning the adequate return on invested capital, while
declaring the remaining parts of the original appeal inadmissible
in the grounds and procedurally and also declaring the additional
grounds as entirely inadmissible. With regard to the portion of
the return on invested capital for the period 21 July 2011 – 31
December 2011, the Operational-Technical Secretariat of ATO
5 Southern Lazio-Frosinone sent AEEGSI a note that indicates
that no such reimbursement is due as “the deduction of sums
(accounted for - editor’s note) from the portion of return on
invested capital, reproportioned for the period of reference results
in a negative reimbursement ….”.
• On 31 July 2013, the Area Authority filed an appeal for the
annulment and suspension of the effectiveness of the final
report issued by the Special Commissioner on 30 May 2013
concerning the establishment of the tariff adjustments and the
service levels for the operating period 2006-2011 and the review
of the three-year plan 2011-2013. On 10 September 2013, the
Authority filed a formal waiver of the injunction order requested
224
in the same action and, as of today, we are waiting for the
hearing on the merits to be scheduled. In December 2013, the
Company gave formal notice to the Authority demanding that
the Commissioner’s 30 May 2013 Decision be put into full effect
within 30 days.
ACEA ATO5 - INJUNCTION ORDER REQUESTED FOR CREDIT
COLLECTION ON THE SETTLEMENT AGREEMENT OF 2007
With regard to the 10.7 million euro credit for higher costs incurred
in the 2003-2005 period, pursuant to the Settlement agreement of
27 February 2007, on 14 March 2012, ACEA Ato5 lodged an appeal
for an injunction order concerning the credit recognised by the
A.ATO to the company.
Accepting the appeal, the Court of Frosinone issued Injunction
Order no. 222/2012, enforceable immediately, notice of which was
served to the Area Authority on 12 April 2012.
By notice dated 22 May 2012, the AATO sent notice of its opposition
to the injunction order, requesting the cancellation of the order
and, as a precautionary measure, the suspension of its provisional
enforcement. Moreover, as a counterclaim, it submitted a claim for
the payment of concession fees totalling 28,699,699.48 euros.
ACEA Ato5 appeared before the court in the proceedings against
the injunction order, challenging the adversary’s demands and
in turn formulating a counterclaim for the payment of the entire
amount of higher costs incurred by the Operator and originally
requested, totalling 21,481,000.00 euros.
Following the hearing on 17 July 2012, the Judge - in an Order filed
on 24 July - suspended the temporary enforcement of the injunction
order, and postponed to a later date the discussion of the merits of
the issue.
The judge also rejected the request for an order of payment of the
concession fees submitted by the A.ATO.
The hearing for the decision on the evidence submitted by the
parties was set on 21 November 2014.
GORI – DISPUTE OVER WATER SUPPLIES
ARIN
Sono pendenti numerosi giudizi che vedono contrapposte GORI e
Several judgments are pending concerning disputes between GORI
and A.R.I.N. S.p.A. (Now Azienda Speciale ABC) in relation to the
cost of water supplies provided in favour of ATO 3.
ABC operates, obviously, in the territory of the Municipality of
Naples and is the special company of that municipality that has
taken the place of A.R.I.N. S.p.A. . The Municipality of Naples
belongs to the territory of ATO 2 “Naples-Volturno” of the Campania
Region.
On the basis of very old concession agreements ABC uses its own
sources of supply (Serino Aqueduct of ATO 1 in the Campania
Region and the well field of Casalnuovo in ATO 2 in the
Campania Region) and also purchases water from the Campania
Region.
Currently, ABC directly to supplies water wholesale to several
municipalities, to GORI and even to the Region.
The matter in dispute is that the tariff ABC applies to sub-
contractors is about three times higher than the regional tariff; the
regional rate is equal to 0.1821 €/cu.m, while the ABC’s tariff is
0.47376 €/cu.m (from 01.01.2013: 0.497922 €/cu.m).
On the contrary, ABC should be applying the tariff for water
distributed wholesale in respect of the EU and national cost
orientation principle (see the most recent AEEG provisions on
the subject) i.e., with the aim of recovering only “actual costs”
incurred to distribute the water, also in consideration of the fact
that ABC is not authorized to sell water wholesale.
This discrepancy stems from the fact that the tariff for inter-ATO
supply has not yet been established according to law (the duty of
the Campania Regional Government and the Area Authority). In
this regard, please note that art. 11 of Regional Law no. 14/1997
(law implementing the Galli Law) sets forth that: “Any interference
between the integrated water services of different ATOs, with
particular regard to the transfer of resources and the common use
of infrastructures, are governed by dedicated agreements between
the Area authorities on the basis of the instructions provided by the
Regional council”.
Obviously, this situation causes an increase of cost on the
integrated water service tariff of ATO no. 3, with repercussions on
end users in the municipalities of that ATO.
The above considerations were extensively reported and discussed
at a Services Conference called for this purpose by the Sarnese
Vesuviano Area Authority, during which it was considered following the outcome of a special technical investigation - that the
operating costs for abstraction works are considerably lower than
the tariff applied by ABC.
RCAMPANIA REGION
Resolution No. 171 passed on 3 June 2013 by the Campania
Regional Government laid the foundations for the final settlement
of the dispute between the Regional Government (and their regional
operator Acqua Campania S.p.A.), the Sarnese Vesuviano Area
Authority and GORI; more specifically, this resolution established
the principles for drawing up an agreement, which the above
subjects signed on 24 June 2013, in which:
(i) relations are normalized through the acknowledgement and
application of regional tariffs for the wholesale water supply
services and the collection and treatment of waste water
provided through regionally operated plants,
(ii)GORI’s overall debt with the Regional Government is
acknowledged, reducing it through the application of the specific
provisions of the 2012 regional financial law with a consequent
20-year repayment plan (without payments in the first ten years
and with payments beginning from the eleventh year at the
legal interest rate valid when the agreement was signed) which
will be supported also by a gradual repayment plan for the tariff
adjustments matured by GORI in previous years.
(iii)Likewise, concomitantly with the GORI debt for an equivalent
amount, also the total of previous tariff adjustments is reduced,
equal to 109.5 million euros as at 31 December 2011 (Group
share 40.6 million euros).
This agreement solves the dispute between the Campania Regional
Government and its operator Acqua Campania on the one hand,
and between the Area Authority and GORI on the other..
GORI - DISPUTE WITH THE COMMISSIONER APPOINTED FOR THE
SOCIAL-ECONOMIC-ENVIRONMENTAL EMERGENCY IN THE SARNO
RIVER WATER BASIN
On 29 March 2011, the Appointed Commissioner for the socialeconomic-environmental emergency in the Sarno river water basin
obtained injunction order no. 371/2011 issued by the Campania
Regional Administrative Court (Naples), ordering the Area Authority
and GORI - as jointly liable - to pay the sum of 5.5 million euros,
plus accessory costs, to the Appointed Commissioner as sums due
for their part of the loan for which they were deemed liable under
the terms of the Memorandum of Understanding signed on 19
March 2004 between the appointed Commissioner, the Campania
Regional Government, the Area Authority and GORI. Though this
was duly challenged, by sentence no. 6003 of 21 December 2011
the Campania Regional Administrative Court (Naples) confirmed
injunction order no. 371/2011.
Consequently, the Area Authority and GORI filed an appeal before
the Council of State, which on 24 April 2012 issued order no.
1620/12 which suspended the effects of the sentence challenged
until a decision was made on the merits. Currently, the appointed
Commissioner has not yet requested that a hearing be set for the
discussion of the merits.
A.R.I.A. - AVOIDED FUEL COST (CEC)
In January 2013, the company appealed before the Lazio Regional
Administrative Court for the cancellation of Ministry of Economic
Development (MSE) Decree of 20 November 2012 on “New methods
for determining the avoided cost of fuel component (CEC), pursuant to
measure Cip 6/92 and determining the value of the CEC adjustment for
2011”, as well as all underlying, resulting and in any case connected
deeds, including the AEEG proposal adopted with resolution PAS
9/10, note ref. no. GSE/P20120233904 by the national grid operator of
21/12/2012, received on 3 January 2013, and concerning the “Updating
of prices for electricity transferred to the national grid operator
in 2010, 2011 and 2012 under the allocated transfer agreements
pursuant to Measure CIP no. 6/92”, as well as the Procedure pursuant
to art. 3, paragraph 5, of Ministry of Economic Development Decree
of 20 November 2012, published by the national grid operator on 25
January 2013.
The determination of the CEC set forth in that Ministerial Decree,
which caused a reduction in the energy sale price under the CIP 6/92
regime beginning in 2010, was deemed illegitimate by the company
and other operators as concerns various aspects which include, inter
alia, the violation of the legitimate confidence of operators in the
stability of the economic conditions of CIP 6/92, also with particular
reference to so-called “pre-chosen initiatives” as well as the violation
of the principle of certainty of juridical and legal relations. In July
2013, the company lodged an appeal based on additional grounds
for the annulment of Ministerial Decree of 24 April 2013 on the
“Determination, for the year 2012, of the value of the adjustment of
the avoided cost of fuel component (CEC), referred to in measure CIP
6/92” and the measures subsequently taken by the Electricity Sector
Equalisation Fund and the National Grid Operator (GSE).
Furthermore, with Opinion 535/2012/EEL of 13 December 2012, the
AEEG sent a proposal to the Ministry of Economic Development for
the definition of methods for updating the advance and adjustment
225
values of the Avoided Cost of Fuel (CEC), pursuant to Measure CIP
6/92, taking into account some developments in the gas market. In
summary, the proposal sets forth that:
• the component related to the value of natural gas raw
materials (CECgas) is calculated on the basis of the value of gas
exchanged for balancing purposes;
• the transport costs component(CECtrasp) is revised net of the
portion of transport fees for gas fed into the network and the
variable fees applied to the volumes fed into the grid;
• the component relative to the wholesale marketing margin
(CECcom) is removed.
The updating criteria referred to in this proposal do not apply to the
2012 adjustment, as required by the aforementioned Ministerial
Decree of 24 April 2013.
An additional legislative action was taken by Decree Law no. 69
of 21 June 2013 (“Decree of Making”) concerning the methods
for updating the Avoided Cost of Fuel, with effect from 2013. The
mentioned decree 69/2013 was converted, with amendments, into
law no. 98 of 9 August 2013, which makes reference to the disputed
parameters set forth in Ministerial Decree of 20 November 2012.
In particular, Article 5, paragraph 3 of the above mentioned
decree, by changing the criteria for determining the advance and
adjustment values for 2013, states that “the method of calculation
of the transport component is unchanged, as are the specific fuel
consumption values set forth in decree no. 280 of the Minister of
Economic Development of 20 November 2012, published in Official
Gazette on 30 November 2012”.
In October 2013 the Company lodged an additional appeal for
additional grounds in which the objections on points of law
contained in the main application and in the one of the first
additional grounds mentioned above, were converted into
objections on grounds of non-constitutionality for violation of
Articles 3, 41, 111 and 117 paragraph 1, of the Italian Constitution.
is unclear, because the documents containing the metering
parameters of the compensation are still deemed to be applicable
and effective - would be greatly altered, substantially reducing the
amount of equalisation already estimated by the Group.
VIANINI LAVORI ARBITRATION
The arbitration proposed by Vianini Lavori S.p.A. (in ATI with the
French company STEREAU) ended in March 2013: the Board of
Arbitration found Vianini’s demands to be partially founded (4.2
million euros plus revaluation and interest) but fully approved ACEA
Ato2’s counterclaim for damages for breach of contract: the net
balance is in ACEA Ato2’s favour.
The Arbitration Board also passed sentence on the compensation of
court costs and legal expenses to be paid by the parties.
ACEA/SASI PROCEEDINGS
In ruling 6/10, TRAP (Regional Court of Public Waters) accepted the
request submitted by ACEA against the Società Abruzzese per il
Servizio Integrato S.p.A. (SASI) for the compensation for damages for
the illegitimate withdrawal of water from the Verde river. ACEA was
awarded 9 million euros, plus interest accrued from 14 June 2001
until 30 July 2013 in compensation for damages.
The sentence, which is not temporarily enforceable, was appealed by
SASI before the TSAP (Higher Court for Public Waters) and ACEA filed
a cross-appeal. In non-definitive judgment No. 117/13 on 11/06/13
the TSAP, upholding one of the reasons for appeal, adjourned the
proceedings appointing a court-appointed expert to estimate the
damages suffered by ACEA in the period 2010/2013. The TSAP set the
hearing for 23 October 2013, then adjourned the proceedings until 27
November 2013. At this hearing the same court-appointed expert from
the first instance was assigned to the case which was adjourned until
14 May 2014 for the court-appointed expert’s findings.
A.S.A. – ACEA SERVIZI ACQUA – SMECO
E.ON. PRODUZIONE S.P.A. PROCEEDINGS AGAINST ACEA,
ACEA ATO2 AND ACEAELECTRABEL PRODUZIONE
These proceedings were launched by E.ON. Produzione S.p.A.,
as successor to ENEL regarding a number of concessions for the
abstraction of public water from the Peschiera water sources for
electricity production, to obtain an order against the jointly and
severally liable defendants (ACEA, ACEA Ato2 and AceaElectrabel
Produzione) for payment of the subtension indemnity (or
compensation for damages incurred due to illegitimate subtension),
which remained frozen in respect of that defendant in the 1980s,
amounting to 48.8 million euros (plus the sums due for 2008 and
later) or alternatively payment of the sum of 36.2 million euros.
As for the decision of the TRAP (Regional Court of Public Waters),
before which a ruling is pending regarding the matter in question,
to arrange for a court-appointed expert as regards the values
of subtension for branching off, and subsequent reduction in
hydroelectric production and indemnities due, the judge suspended
the 3 October 2013 hearing where memoranda were presented
concerning the partial payment of the unpaid fees. At the hearing
on 09 January 2014 the judge reserved the decision.
The expert’s report shows a calculation according to which the
claims actioned in the proceedings, even when unfounded - which
226
By means of summons notified in autumn 2011, ACEA was
summoned to court to respond to the presumed damages that its
alleged non-compliance with unproven and inexistent obligations
which are assumed to have been adopted under the shareholders’
agreement relating to subsidiary A.S.A. – Acea Servizi Acqua –
would have produced for minority shareholders of the latter, and
their respective shareholders. The claim is over 10 million euros.
The judge upheld SMECO’s claim and appointed a court-appointed
accountant to calculate the costs borne, loss of profit and any
payable fees by effect of the seller’s option in the shareholders’
agreements.
At the 11 February 2014 hearing, which was held to discuss the
comments on the expert report, the judge gave the parties a deadline
for comments on the court-appointed expert’s statement and called
the court-appointed expert for clarifications on 20 March 2014.
Following the above-mentioned comments, the Delegated Judge,
at the hearing of 20 March 2014 issued a decision, substantially
admitting the pleadings of the defence and of ACEA’s appointed
expert and postponed the case to the hearing on 1 July 2014,
in order to better define, jointly with the parties and the party’s
appointed expert, the documentation to be acquired from ACEA Ato
2 and proceed to supplement the Court Expert Report.
SORICAL DISPUTE
MILANO ‘90 DISPUTE
The subsidiary Acea Energia (AE) was awarded a tender at the
end of 2010 for the supply of electricity on the free market in
favour of Sorical, a mixed public-private company that manages
the wholesale water supply in the Calabria Region. The contract
was regularly executed by AE, while the customer immediately
began to accumulate conspicuous overdue payments, enough
to cause AE to reschedule the debt already in summer 2011.
Additional, subsequent payment delays led to the negotiation of
a new repayment agreement, at the end of 2011, which was then
repudiated by Sorical. Indeed, with evident self-serving and delaying
purposes, that company called AE before the court to have it
sentenced for alleged supply irregularities.
AE appeared before the court and made a counterclaim for the
balance of amounts billed and unpaid, totalling roughly 24 million
euros, plus interest and accessory costs pursuant to the law. The
judge issued an injunction order in accordance with art. 186 of
the Code of Civil Procedure, by writ of execution, in favour of AE
for approximately 8 million euros, plus costs and interest, which
went unchallenged, pending the continuation of the proceedings
adjourned to March 2014 for the presentation of closing
statements. Following this hearing, after the term for presentation
of the defence’s memoranda, the Judge should pass sentence
before the end of the year.
In the meantime, AE disconnected its supply to Sorical, and the
latter was placed under the regime subject to additional safeguards,
while its shareholders resolved on its placement in liquidation and,
on 30 May 2013, filed an application for settlement under Italian
Bankruptcy law for the reorganisation, rather than liquidation,
of distressed and failing businesses, which it formally waived in
December 2013 requesting application of the ordinary legislative
procedure.
This issue concerns Milano ‘90’s failure to pay 5 million euros due for
the balance of the sale price of the area in the municipality of Rome
with access from via Laurentina No. 555, formalised on 28 February
2007 and with a subsequent supplementary deed of 5 November
2008. With the supplementary deed, the parties agreed to change
the fee from 18 to 23 million euros, while eliminating the earn out,
setting 31 March 2009 as the payment deadline.
Given the purchaser’s failure to act, the procedure to collect amounts
due was initiated by preparing a notice warning Milano ‘90 to pay
and through application for an injunction order which, on 28 June
2012, was granted in a temporarily executive form.
Therefore, the aforementioned injunction order was notified on 3
September 2012 and on 23 November, it was delivered to the Judicial
Officer for third-party seizures, for the coercive collection of the
amounts due.
Today, the objection by Milano ‘90 is pending before section X of
the Court of Rome. An additional proceeding within this case was
established pursuant to art. 649 of the Code of Civil Procedure, aimed
at suspending the temporary execution of the challenged injunction
order. This suspension was approved by the Judge.
Enforcement was also suspended, after the temporary enforcement
of the injunction order.
At the hearing on 13 March 2014, the Judge reserved a decision as to
the admission of evidence.
By decision dated 7 April 2014 the Judge, considering that a technical
survey was needed to assess the land planning situation of the
property and deciding to admit the witnesses evidence as requested
by ACEA, adjourned the hearing to 18 December 2014 for the witness
hearing and nominate the Court appointed expert. The Investigating
Judge also ordered ACEA to deliver the documentation requested by
the opposing party.
VOLTEO ENERGIE
TRIFOGLIO DISPUTE
ARSE submitted an application for an injunction order against
Volteo Energie, to which only partially paid PV panels were supplied.
The remaining exposure is approximately 2 million euros. The
counterparty opposed the immediately notified claim, and also
submitted claims for compensation for alleged production gaps in
the supply. While the proceedings continue - and without prejudice
to the fact that any faults in the panels can be charged back to the
manufacturer – by order on 12 February 2013, the Court approved
provisional enforcement of the injunction order for 1.283.248,02
euros plus interest and costs (suspending a decision on the
remaining 654.136,66 euros until the end of the enquiry).
After requisition of 1.347.787,38 euros, Volteo proposed payment in
instalments.
They have already paid the entire amount of the requisition
equal to 1.347.787,38 euros. The proceedings continue to
evaluate the portion of ARSE receivables not covered by the
provisional enforcement and to examine Volteo’s application
for acknowledgment of the penalty and damages. The case was
adjourned to 21 October 2014 for tests to be performed and,
when the results of said tests are known, appointment of a courtappointed expert if necessary, while a settlement of the dispute
does not seem probable.
This issue concerns the breach by Trifoglio of its obligation to pay
the balance of the amount due (10.3 million euros), pursuant to the
sale contract regarding the so-called Autoparco property, which
should have been paid on 22 December 2011.
In consideration of Trifoglio’s breach, a notice was served aimed at
signing a deed to voluntarily terminate the sale agreement of 22
December 2010, and then to file a claim before the Court of Rome,
pursuant to art. 702-bis of the Code of Civil Procedure. The hearing
for the appearance of the parties before the court set for 13
November 2012 was postponed to 30 April 2013 following Trifoglio’s
call of a third-party to appear before the court (Piano Assetto C9
Stazione Ostiense Consortium).
In the meantime, ATAC Patrimonio filed a claim for the termination
of the sale agreement of 22 December 2010 for the portion for
which it is responsible.
After changing the proceedings from summary to ordinary, the
Court adjourned the case to 7 may 2014 for admission of evidence,
by granting the time limit for filing briefs pursuant to art. 183,
paragraph 6 of the Italian Code of Civil Procedure with effect from
14 January 2014.
Together with the submission of briefs pursuant to art. 183 No.
1 of the Italian Code of Civil Procedure, a new defence counsel
227
for Trifoglio filed its appearance in the proceedings that charged
ACEA for a new breach on account of the alleged impossibility
to complete the development of the area covered by the sale
agreement.
In addition a new summons by Trifoglio was acknowledged, again
concerning the deed of sale and aimed at having it declared null
and void. In the summons, Trifoglio requested joinder with the
proceedings instituted by ACEA, in addition to requesting the
admission of expert advice. The summons, which as well as to
ACEA was also served to ATAC Patrimonio, contains a claim for
damages of approximately 20 million euros.
In the briefs submitted pursuant to art. 183 no. 2 of the Italian Code
of Civil Procedure, the counterparty requested the admission of the
expert advice essentially to assess the possibility to proceed with
development of the area.
The hearing for discussion of the summons submitted by Trifoglio
has been scheduled for 27 May 2014.
As matters stand, the objections raised by the opposing party
appear to be groundless.
KUADRA DISPUTE
Within the scope of the Kuadra S.r.l. dispute against the subsidiary
Marco Polo S.r.l. in liquidation for alleged breach of contract related
to participation in the ATI for the CONSIP order, lawsuits were also
filed against the same Kuadra S.r.l. and the partners of Marco Polo
(therefore: ACEA, AMA and EUR) as well as Roma Capitale.
This summons was filed by the counterparty on the basis that
Marco Polo was under the management and coordination of all
direct and indirect Shareholders.
ACEA holds that, also in consideration of the generic nature
of Kuadra S.r.l.’s reasoning attributing responsibility to the
Shareholders of Marco Polo S.r.l. in liquidation, the risk of an
unfavourable ruling is considered remote, while the indirect risk
as a Marco Polo Shareholder, has already been considered in the
assessment of risks with the subsidiary.
ADDITIONAL DISCLOSURES ON FINANCIAL INSTRUMENTS AND RISK MANAGEMENT POLICIES
CLASSES OF FINANCIAL INSTRUMENTS
The following table shows the breakdown of financial assets and liabilities required by IFRS 7 based on the categories defined by IAS 39.
€ thousand
Non-current assets
HELD FOR
TRADING
FINANCIAL
INSTRUMENTS
AT FAIR VALUE
LOANS AND
RECEIVABLES
AVAILABLE-FORSALE FINANCIAL
INSTRUMENTS
CARRYING
AMOUNT
0
34,788
3,279
38,067
3,279
Financial assets due from Parent Company, subsidiaries and associates
Current assets
0
Trade receivables from customers
NOTES
3,279
18
32,328
32,328
21
2,460
2,460
21
2,248,477
0
2,248,477
1,399,424
1,399,424
23
76,310
76,310
23
0
23
47
47
23
Other current assets: energy equalisation and specification
41,024
41,024
23
Other current assets: subsidiaries
24,933
24,933
23
Financial assets due from Parent Company, subsidiaries and associates
59,101
59,101
23
0
0
23
0
23
58,167
58,167
23
589,471
589,471
23
Trade receivables from related parties
Other current assets: fair value measurement of contracts for
difference and commodity swaps with changes recognised in equity (*)
Other current assets: fair value measurement of contracts for
difference and commodity swaps with changes recognised in profit or
loss (*)
Financial assets due from third parties: derivatives designated as
hedges with changes recognised in equity (**)
Financial assets due from third parties: derivatives not designated as
hedges with changes recognised in profit or loss (**)
TOTAL FINANCIAL ASSETS
228
0
2,283,265
3,279
2,286,544
€ thousand
FINANCIAL
INSTRUMENTS
HELD FOR
TRADING
LIABILITIES AT
AMORTISED
COST
0
CARRYING
AMOUNT
NOTES
2,507,623
2,507,623
Bonds
1,290,759
1,290,759
28
Bank borrowings (non-current portion)
1,216,864
1,216,864
28
28
Financial payables to related parties
Current liabilities
0
Bank borrowings
Payables to third parties
0
0
2,026,564
2,026,564
466,245
466,245
31
41,174
41,174
31
157,091
157,091
31
21,027
21,027
31
94
94
31
33,565
33,565
31
1,212,900
1,212,900
31
93,982
93,982
31
Other current liabilities: fair value measurement of contracts for difference and
commodity swaps with changes recognised in equity (*)
485
485
31
Other current liabilities: fair value measurement of contracts for difference and
commodity swaps with changes recognised in profit or loss (*)
0
0
31
4,534,187
4,534,187
Financial payables to factoring companies
Financial liabilities due to third parties: derivatives designated as hedges with changes
recognised in equity (**)
Financial liabilities due to third parties: derivatives not designated as hedges with
changes recognised in profit or loss (**)
Financial payables to subsidiaries and associates
Trade payables
Trade payables due to Parent Company, subsidiaries and associates
TOTAL FINANCIAL LIABILITIES
0
(*) This refers to the fair value measurement of contracts to purchase or sell commodities that qualify for application of IAS 39, with changes recognised through profit or loss or in shareholders’
equity.
(**) This refers to interest rate swaps, with changes in fair value recognised in shareholders’ equity or through profit or loss as shown in the table..
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
The fair value of medium/long-term financial payables and
receivables is calculated on the basis of the risk-free and the riskadjusted interest rate curves.
The fair value of trade receivables and payables falling due
within twelve months is not calculated as their carrying amount
approximates to fair value.
In addition, fair value is not calculated when the fair value of
financial assets and liabilities cannot be objectively determined
TYPE OF FINANCIAL RISKS AND RELATED HEDGING POLICIES
FOREIGN EXCHANGE RISK
The Group is not particularly exposed to this type of risk, which is
concentrated in the conversion of the financial statements of its
As regards the 20 billion yen Private Placement, the exchange rate
risk is hedged through a cross currency swap described in the
section on interest rate risk.
MARKET RISK
The Group is exposed to market risk, represented by the risk that the
fair value or future cash flows of a financial instrument fluctuate as a
result of market price movements, above all in relation to the risk of
movements in the prices of commodities in which the Group trades.
Through the Risk Control unit, Acea Energia Holding analyses and
measures exposure to market risk in line with the Guidelines of
ACEA’s Internal Control System and with the general Risk limit
criteria of the Energy Industrial Area.
Risk analysis and management is performed according to a Risk
Management process which involves the execution of activities
throughout the entire year, on the basis of different frequencies
(annual, monthly and weekly). The execution of those activities is
distributed between the Risk Control Unit and the Risk Owners.
229
Specifically:
• on an annual basis, measurements of risk indicators, i.e.
limits, must be defined, which must be complied with in
the management of the portfolio. These activities are the
responsibility of the Risk Committee which approves the Risk
Control proposal;
• on a monthly basis, the Risk Control Unit is required to check
the exposure to market risk of the companies in the Energy
Segment and to check compliance with the limits defined. As
required by the Internal Control System, the Risk Control Unit is
responsible for sending ACEA’s Internal Audit Department the
required information in the proper format.
The risk limits of the Energy Industrial Area are defined in such a
way as to:
• minimise the overall risk of the entire area,
• guarantee the necessary operating flexibility in trading and
hedging activities,
• reduce the possibility of over-hedging deriving from the variation
in expected volumes for the definition of hedges.
Market risk is distinguished from price risk, i.e. the risk related to
the variation in commodity prices, and volume risk, i.e. the risk
connected with the variation in volumes produced and sold.
Risk analysis and management objectives are as follows:
• to protect the primary margin, also through the reduction of
volatility,
• to protect the primary margin against unforeseen and
unfavourable short-term shocks in the energy market which
affect revenues or costs,
• to stabilise the primary margin in the time necessary to re-adjust
activities in line with permanent changes in the energy market,
• to identify, measure, manage and represent the exposure to risk
of all ACEA operating companies in the Energy Industrial Area,
• to reduce risks through the preparation and application of
adequate internal controls, procedures, information systems and
expertise,
• delegate risk owners with the job of defining the necessary
strategies for hedging individual risks, in respect of preestablished minimum and maximum levels.
The evaluation of risk exposure involves the following activities:
• aggregation of the commodities and structure of the risk books,
• detailed analysis of the time pattern of purchases and sales and
limiting of open positions, namely the exposure from physical
purchases and sales of individual commodities, within set
volume limits;
• creation of reference scenarios (prices, indexes).
Derivative transactions are entered into for the purpose of hedging
the risk of fluctuations in commodity prices and in compliance
with the provisions of Risk Management Manuals for the Energy
Industrial Area.
In terms of the Group’s commitments for the coming year, in order
to stabilise cash flows in relation to the composition of its sale and
purchase portfolio, almost all existing hedging activities carried
out have the principal purpose of cash flow hedges, since the
230
effectiveness of the hedge is demonstrable. Only a limited number
of transactions are not classified under this option, and as a result
are measured at fair value. The financial instruments used fall under
swaps and contracts for difference (CFD). It should be noted that
the hedges put in place on the purchases portfolio were conducted
with the leading operators in the electricity market and the financial
sector.
Acea Energia Holding designates the hedge in respect of
commitments to buy and sell electricity. The company prepares
specific documentation demonstrating the prospective
effectiveness of the hedge. This is done via simulation of what
are assumed to be representative movements in the forward
price curve for the respective indices, and the related comparison
between movements in the fair values of the actual and
hypothetical derivative instruments, where the latter represents a
derivative financial instrument with contract terms matching those
applicable to the physical contract. Power portfolio transactions
qualify as effective when the hedging relationship, calculated on
the basis of the ratio in absolute terms of movements in the actual
derivative instrument and those in the hypothetical derivative
instrument, lies within a range of 80%-125%, as defined by IAS 39.
The retrospective and prospective effectiveness test applied to
these transactions at the end of the year confirmed the hedging
relationship.
However, should the derivative instrument, at the time of execution,
be designated as a hedge of purchases of electricity in the form
of contracts for difference (CFD), the company does not prepare
specific documentation demonstrating the effectiveness of the
hedge. In fact, the Group treats CFDs as financial instruments,
which are activated when the relevant contractual condition
is met, i.e. when at a certain hour of a certain day the price on
the electricity exchange is higher or lower than the strike price
(reference parameter). As a result, these transactions do not qualify
as contracts that may be defined as hedging physical underlying
transactions pursuant to IAS 39.
Gains and losses resulting from the management of market risk
using these contracts are, in the case of both CFDs and derivative
instruments, measured at fair value with the differences recorded
in the income statement.
The portfolio of financial instruments accounted for under hedge
accounting, which represents the main component of the entire
portfolio, is perfectly balanced in terms of the risks from the
underlying assets in the hedge. The remaining financial instruments
not accounted for under hedge accounting, despite not fully
satisfying the requirements of IAS 39 for hedge accounting (cash
flow hedge), are however, exposed to risk factors in contrast to
those affecting physical portfolios for purchase/sale, in such a way
as to balance their potential variations with a view to “operational”
hedging in line with company guidelines.
Shown below is all the information necessary for the description of transactions entered into, aggregated by index hedged with validity
effective as of 1 January 2013.
SWAPS
PURPOSE
PURCHASES/SALES
FAIR VALUE AMOUNT RECOGNISED
IN € THOUSAND
IN SHAREHOLDERS’
EQUITY
ITRemix
Hedge power portfolio
electricity purchase/sale
2
2
AMOUNT
RECOGNISED IN
INCOME STATEMENT
0
GRP911
586
586
0
GRP913
14
14
0
ITEC
5
5
0
ITEC 12
169
169
0
PUN
(965)
(969)
4
IPE_BRENT
43
0
43
EEX
(257)
(257)
0
CONSIP
(35)
(35)
0
(437)
(484)
47
In March 2009, the IASB issued an amendment to IFRS 7,
introducing a series of changes aimed at adequately meeting the
need for greater transparency resulting from the financial crisis and
linked to elevated uncertainty over market prices. These changes
included the establishing of the fair value hierarchy. In particular,
the amendment defines three levels of fair value (IFRS 7, para. 27A):
• level 1: if the financial instrument is listed on an active market;
• level 2: if the fair value is measured according to assessment
techniques referring to inputs observable in the market, other
than the listings of the financial instrument;
• level 3: if the fair value is calculated according to assessment
techniques referring to inputs that cannot be observed in the
market.
It should be noted that, as regards the types of commodity whose
fair value is calculated,
• for
→ derivatives on single commodities (PUN - unique national price standard base load products, Peak/Off Peak, …) the fair value level
is 1 given they are listed on active markets,
• for
→ complex indexes (ITRemix, PUN profiled products, ….) the fair
value level is 2 given these derivatives are the result of formulas
containing a mix of commodities listed on active markets.
As at 31 December 2013, the Parent Company held committed
and uncommitted lines of credit totalling 719 million euros and 200
million euros, respectively. No guarantees were issued to obtain
these credit lines.
The committed lines of credit are revolving and have terms of
between twelve months and three years from subscription. A total
of (i) 200 million euros of said credit lines is available until the end
of 2014, (ii) the remaining 300 million euros until the end of 2015;
the contracts entered into provide for the payment of a fee for nonuse plus an upfront fee paid at the time the credit lines are opened.
On the amounts drawn down, ACEA pays an interest rate equal to
the one, two, three or six month Euribor (depending on the period
of use chosen beforehand), plus a spread which, in some cases,
may vary in line with the rating assigned to the Parent Company.
In some cases, there is also a utilisation fee linked to the amount
disbursed.
At the end of the year, ACEA had no loans, term deposits and
similar transactions.
For certain components of complex indexes, the fair value level is 3 as
they do not derive from listing on active markets but, instead, estimates.
With reference to some water companies operating in Tuscany and
Campania it should be pointed out that:
• Publiacqua: on 29 November 2012 the company entered into a
new bridge loan, with maturity after 18 months less one day, or
until 23 May 2014, for a total of 75 million euros, of which a total
of 60 million euros were disbursed on the signing date; in order
to meet its financial requirements, in March 2013, the Company
submitted a Drawdown Request on the amount of the loan
granted and on 18 March 2013, the Lenders made an additional
disbursement of 5 million euros,
• Gori: the bridge loan of 40 million euros, granted by BIIS, expired
on 30 June 2011; it was renegotiated with the bank and on
10 January 2014, the bank approved the consolidation of the
LIQUIDITY RISK
ACEA SpA’s liquidity risk management policy is based on ensuring
the availability of significant bank lines of credit. Such lines exceed
the average requirement necessary to fund planned expenditure
and enable the Group to minimise the risk of extraordinary outflows.
In order to minimise liquidity risk, the ACEA Group has adopted a
centralised treasury management system, which includes the most
important Group companies, and provides financial assistance to the
companies (subsidiaries and associates) not covered by a centralised
finance contract.
With reference to some water companies operating in Tuscany and
Campania it should be pointed out that:
231
aforementioned loan that was converted into a multi-year loan
with maturity 31 December 2021
• Aqueduct Fiora: an extension of the bridge loan was signed for a
further eighteen months (expiry date: September 2013) and the
total amount of 12.8 million euros was increased to 92.8 million
euros. Finally, on 5 September 2013 a further extension of the
Bridge was agreed up to 105.0 million euros, expiring 30 September
2014 and required to cover the remaining new investments in 2013
and a significant portion of the investments listed in the Plan for
2014.
The graph below depicts the future development of all debt maturities, forecast based on the situation at the end of the year.
3,000
2,777
355
57
2,500
264
68
millions
2,000
775
1,500
128
582
1,000
88
500
58
51
45
208
0
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
48
41
9
2026
2027
2028
Regarding trade payables (1,212.9 million euros), it should be noted that the portion which is due to expire in the next twelve months amounted to
910.4 million euros. The amount already expired of 302.5 million euros will be paid by the first quarter of 2014.
INTEREST RATE RISK
The ACEA Group’s approach to managing interest rate risk, which
takes the structure of assets and the stability of the Group’s cash
flows into account, has essentially been targeted, up to now, at
hedging funding costs and stabilising cash flows, in such a way
as to safeguard margins and ensure the certainty of cash flows
deriving from ordinary activities.
ACEA has, up to now, opted to minimise interest rate risk by
choosing a mix range of fixed and floating rate funding instruments.
market value of the debt.
In fact, an analysis of the consolidated debt position shows that the
risk to which the ACEA Group is exposed is mainly in the form of
fair value risk, such position being composed, as at 31 December
2013, by 63% of fixed rate borrowings, taking into account the
hedging in place. With reference to the current portfolio make-up,
232
the Group is partly exposed to the risk of fluctuation in future cash
flows and, by contrast, to a greater extent than changes in fair
value.
ACEA is bringing consistency to its decisions regarding interest
rate risk management that essentially aims to both control and
manage this risk and optimise borrowing costs, taking account of
stakeholder interests and the nature of the Group’s activities, and
based on the prudence principle and best market practices. The
objectives of these guidelines are as follows:
• to identify, from time to time, the optimum mix of fixed and
floating rate debt,
• to pursue a potential optimisation of the Group’s borrowing
costs within the risk limits established by governance bodies
and in accordance with the specific nature of the business,
• to manage derivatives transactions solely for hedging purposes,
should the Group decide to use them, in respect of the
decisions of the Board of Directors and, therefore, the approved
strategies and taking into account (in advance) the impact on
the income statement and statement of financial position of said
transactions, giving preference to instruments that qualify for
hedge accounting (typically cash flow hedges and, under given
conditions, fair value hedges).
The Group currently uses derivative instruments to hedge interest
rate risk exposure for the following companies:
• Acque opted for fixed rate for 80% of the loan taken on at the end
of 2006. The company entered into two separate swap contracts
with the same notional amount,
• ACEA:
– swapped the 100 million euros loan obtained on 27 December
2007 to a fixed rate. The swap, a plain vanilla IRS, was stipulated
on 24 April 2008, effective as of 31 March 2008 (date of
drawdown of the underlying loan) and expires on 21 December
2021,
– completed a cross currency transaction to transform to euro –
through a plain vanilla DCS swap – the currency of the private
placement (yen) and the yen rate applied to a fixed euro rate
through a plain vanilla IRS swap,
– swapped to floating rate 300 million euros of the 5-year
600 million euros fixed rate bond placed on the market in
September 2013.
• Umbra Acque swapped a medium/long term loan to fixed rate.
TAll the derivative instruments taken out by ACEA and listed above are
non-speculative and their fair values were respectively - 8.7 million
euros, - 36.2 million euros and + 0.8 million euros.
Sensitivity analysis has been carried out on medium/long-term
financial liabilities using stress testing, thus applying a constant spread
over the term structure of the risk-free interest rate curve (for the Euro
area at 31 December 2013). The following table shows the overall fair
value changes of the debt portfolio based on parallel shifts (positive
and negative) between –1.5% and +1.5%.
CONSTANT
SPREAD APPLIED
CHANGES IN PRESENT VALUE
(€ millions)
-1.50%
(189.4)
-1.00%
(124)
-0.50%
(60.9)
-0.25%
(30.2)
0.00%
0.0
0.25%
29.6
0.50%
58.8
1.00%
115.5
1.50%
170.3
As regards the type of hedges for which the fair value is calculated and
with reference to the hierarchies required by the IASB, given they are
composite instruments, they are categorised as level 2 in the fair value
hierarchy.
CREDIT RISK
ACEA has issued the credit policy guidelines in which different
strategies have been identified that respond to the Customer Centric
philosophy: through flexible criteria and on the basis of managed
activities and customer segmentation, credit risk is managed taking
into account both the customer type (public and private) and the nonhomogeneous behaviour of individual customers (behavioural score).
The key principles on which the risk management strategies are based
are as follows:
• definition of the customer cluster categories through the
abovementioned segmentation criteria;
• standard cluster management in ACEA Group companies, based
on the same risks and commercial characteristics, of defaulting
end users;
• collection methods and instruments used;
• uniformity of standard criteria regarding the application of
default interest;
• division into instalments of credit;
• d
➢ efinition of the necessary responsibilities/authorisations for any
exceptions.
• adequate reporting and training of dedicated staff.
In this respect, the Credit Management unit was set up within the
Administration, Finance and Control function of ACEA; the main
responsibilities of the new unit are to develop credit management
policies, provide guidance on actions to be taken and analyse and
continuously monitor the progress of loan related activities for any
corrective action.
As for the distribution of electricity activities, credit risk is
represented by wholesalers: billing to them relates to the transport
of energy in the distribution network and the services rendered to
the end customers.
The key principles on which the credit risk management strategies
are based are as follows:
• homogeneous management of sellers’ receivables, deemed of
equal risk,
• uniformity of standard criteria for the application of default
interest;
• mitigation of credit risk through the signing of a guarantee by
sellers;
• adequate monitoring through credit ageing reports;
• training of dedicated staff.
Credit management starts with the “behavioural score” or
knowledge of the individual reseller through the constant analysis
of payment attitudes/habits and is subsequently broken down into
a series of targeted actions ranging from phone collection activities
carried out in-house, reminders sent electronically, sending of
notice letters via registered post, as provided under Resolution
ARG/elt 4/08, to termination of the transportation contract.
As regards sales of electricity, credit risk was measured
beforehand, especially in relation to the sale of gas and electricity
to industrial and business customers.
The activity was performed in accordance with Credit Risk Policy
Manual rules, through an in-house process involving the evaluation
of credit reliability, assignment of an internal rating and recognition
of the maximum limits of financial exposure to the counterparty.
233
CUSTOMER EVALUATION
In Acea Energia, the first step in credit management is the prior
assessment of the client. The aforementioned central Credit
Management unit has the task, among others, to make a customer
evaluation prior to activating the contract (for the free market). This
prior scoring activity started in 2013 within the company and then
continued with the central Credit Management function, although
formal procedures are not yet in place.
In parallel, the Company activated the management of an insurance
coverage on a portfolio of business customers, also using the results
of the evaluations of the insurance company to determine customer
credit worthiness.
As a result of organizational changes that took place in August 2013,
Acea Group’s credit policy is being updated.
Specifically, ACEA is issuing a scoring procedure according to
which evaluation activities are structured in terms of customer
segmentation and authorization levels within the Group, depending
on the credit limits to be assigned. Future scoring methods will take
into account the performance indicators (bonus/malus) that have
been implemented in management systems in recent years. Other
procedures currently being issued regard instalment payments,
repayment plans and write-offs.
In September 2013, Acea Energia SpA began using the credit
management system “CREDIT CARE” also for the protected categories
market, thereby taking advantage of the system functionalities for all
customers, especially in terms of automatic management strategies
for individual customer clusters.
Again with respect to management activities, monitoring has been
strengthened on collection reconciliations and on the management of
complaints that affect customer payment defaults and, consequently,
the Company credit exposure.
234
With regards to the supply of water, the implementation of credit risk
management strategies started with a macro-distinction between
public sector end users (municipalities, public administrations, etc.) and
private sector end users (industrial, commercial, condominium, etc.),
given that said categories present different levels of risk, in particular:
• low
➢
risk of insolvency and high risk of late payment for public
sector end users,
• variable
➢
risk of insolvency and late payment risk for private sector
end users.
As regards credits due from public sector end users, which account
for over 30% of the past due receivables, they are converted to
cash through the without-recourse factoring to financial partners
and a residual portion is managed directly through the offsetting of
receivables/payables or by means of settlement agreements.
Credit management for private sector end users, which represent
approximately 70% of the past due receivables, starts with
behavioural scores or “knowledge in terms of the probability of
default of each individual customer through the constant analysis
of payment attitudes/habits”, and is subsequently implemented
through a series of targeted actions ranging from reminder letters,
assignment to specialised companies for credit recovery via
phone collection, to detachment of the defaulting end users and
receivable factoring transactions.
The water segment is also characterised by a significant amount of
invoices to be issued which are determined by the characteristics
of the business.
The table below shows the aging of trade receivables, gross of the
allowance for doubtful accounts, detailed in Note 22.
• Trade receivables non yet expired: 883.5 million euros
• Past due trade receivables: 709.0 million euros, of which:
– Within 180 days: 237.8 million euros
– Between 180 and 360 days: 94.6 million euros
– Over 12 months: 376.6 million euros
CONSOB COMMUNICATION NO. DEM/6064293 OF 28 JULY 2006
In accordance with CONSOB instructions, the table below shows the net financial position reconciled with net debt presented according to
ACEA Group method as reported in Note 20 “Group financial position and cash flows” of Acea Group Report on Operations.
€ THOUSAND
Securities
Current financial assets - subsidiaries
Current financial assets - associates
31.12.2013
31.12.2012
INCREASE/(DECREASE)
589,470
423,698
165,772
12
73
(61)
589,483
423,771
165,711
29,049
57,092
(28,043)
2,997
2,664
333
3,308
5,820
(2,511)
Financial receivables from Roma Capitale
50,121
63,304
(13,183)
Current financial receivables
85,474
128,879
(43,405)
(64,397)
(488,400)
424,004
Bonds - current portion
Bank borrowings
(306,285)
0
(306,285)
Loans - current portion
(95,564)
(265,450)
169,886
(199,610)
(137,263)
(62,347)
(581)
(768)
187
(32,984)
(869)
(32,115)
Total current financial payables
(699,420)
(892,751)
193,331
Other current financial payables
Financial liabilities due to subsidiaries
(24,463)
(340,101)
315,638
Bonds
Net current financial position
(1,290,759)
(1,011,123)
(279,636)
Loans: medium-long term portion
(1,216,864)
(1,200,487)
(16,377)
Financial receivables from third parties
2,461
2,060
401
32,328
30,899
1,429
Net non current financial position
(2,472,835)
(2,178,650)
(294,184)
NET FINANCIAL POSITION (as per CONSOB communication)
(2,497,298)
(2,518,751)
21,453
29,106
23,273
5,833
(2,468,192)
(2,495,478)
27,286
Medium-long term financial receivables from Roma Capitale
Financial receivables from factoring companies
Net debt
235
2013
CONSOLIDATED
AT 31 DECEMBER 2013
ANNEXES ALLEGATI
TO THE NOTES
ALLA NOTA INTEGRATIVA
A. List of consolidated companies
Allegato 1:Posizione
B. Reconciliation of
shareholders’
equity and
Finanziaria
Netta
statutory profit – consolidate
Allegato 2:Movimentazione
C. Remuneration of
Directors, Statutory
Partecipazioni
al
Auditors, Key Managers
and 2013
Independent
31 dicembre
Auditors
Allegato 3:Operazioni
D. Information provided
pursuant
significative
nonto CONSOB
Ruling no. 6064293
ricorrenti ai sensi
della Delibera
E. Segment information:
statement of
Consob
n. 15519
financial position
and income
statement
del 27 luglio 2006
F. Financial Highlights of Companies
Allegato
o
accounted
for4:Posizioni
under Proportionate
Consolidation transazioni
derivanti da
operazioni inusuali
e/o atipiche
237
A. LIST OF CONSOLIDATED COMPANIES
NAME
REGISTERED OFFICE
SHARE
CAPITAL
(IN EUROS)
% INTEREST
GROUP’S
CONSOLIDATED
INTEREST
METHOD OF
CONSOLIDATION
ACEA Distribuzione S.p.A.
P.le Ostiense, 2 - Rome
345,000,000
100.00%
100.00%
Line-by-line
ACEA Ato2 S.p.A.
362,834,320
96.46%
100.00%
Line-by-line
Acea Reti e Servizi Energetici S.p.A.
300,120,000
100.00%
100.00%
Line-by-line
Acque Blu Arno Basso S.p.A.
8,000,000
69.00%
100.00%
Line-by-line
Acque Blu Fiorentine S.p.A.
15,153,400
69.00%
100.00%
Line-by-line
Ombrone S.p.A.
6,500,000
84.57%
100.00%
Line-by-line
LaboratoRI S.p.A.
Via Vitorchiano – Rome
2,444,000
100.00%
100.00%
Line-by-line
ACEA Ato5 S.p.A.
Viale Roma -Frosinone
120,000
94.48%
100.00%
Line-by-line
Sarnese Vesuviano S.r.l.
100,000
99.16%
100.00%
Line-by-line
CREA S.p.A. (In liquidation)
2,678,958
100.00%
100.00%
Line-by-line
Crea Gestioni S.r.l.
100,000
100.00%
100.00%
Line-by-line
Gesesa S.p.A.
Industrial Zone Pezzapiana - Benevento
520,632
59.52%
100.00%
Line-by-line
Lunigiana S.p.A. (In liquidation)
Via Nazionale 173/A – Aulla (MS)
750,000
95.79%
100.00%
Line-by-line
Aguaazul Bogotá S.A. Esp
Bogotà- Colombia
1,482,921
51.00%
100.00%
Line-by-line
Acea Dominicana
Santo Domingo
644,937
100.00%
100.00%
Line-by-line
ARIA S.r.l.
Via G. Bruno 7 - Terni
2,224,992
100.00%
100.00%
Line-by-line
S.A.O. S.r.l.
Loc. Pian del Vantaggio 35/b
7,524,400
100.00%
100.00%
Line-by-line
Ecoenergie S.r.l. (In liquidation)
Via San Francesco d'Assisi 15 C - Paliano (FR)
10,000
90.00%
100.00%
Line-by-line
Aquaser S.r.l.
Via dei Lecceti, 16 – Volterra (PI)
9,050,000
88.29%
100.00%
Line-by-line
Kyklos S.r.L
Via Ferriere – Nettuno n. km 15 Aprilia (LT)
500,000
51.00%
100.00%
Line-by-line
Solemme S.p.A.
Località Carboni in Monterotondo Marittimo
761,400
100.00%
100.00%
Line-by-line
(GR)
S.A.M.A.C.E. S.r.l.
Via Lungo Sisto, 60 Sabaudia (LT)
Acea8cento S.p.A.
Acea Gori Servizi Scarl
Via ex Aeroporto s.n.c. località Area
38,480
100,00%
100,00%
Line-by-line
120,000
100.00%
100.00%
Line-by-line
1,000,000
69.82%
100.00%
Line-by-line
"Consorzio Sole" - Pomigliano d'Arco Lineby-line
Acea Illuminazione Pubblica S.p.A.
1,120,000
100.00%
100.00%
Line-by-line
Acea Produzione S.p.A.
5,000,000
100.00%
100.00%
Line-by-line
Acea Energia Holding S.p.A.
Via dell’Aeronautica, 7 – Rome
153,500,000
100.00%
100.00%
Line-by-line
Acea Energia S.p.A.
10,000,000
100.00%
100.00%
Line-by-line
Acea Servizi Acqua S.r.l. (In
10,000
70.00%
100.00%
Line-by-line
Acque Blu S.r.l. (In liquidation)
Via U.Bassi, 34 - Montecatini Terme
10,000
55.00%
100.00%
Line-by-line
Innovazione Sostenibilità
Via Ravano K.m. 2.400 - Pontecorvo (FR)
91,800
51.00%
100.00%
Line-by-line
liquidation)
Ambientale S.r.l.
238
NAME
REGISTERED OFFICE
Acque S.p.A.
Via Garigliano,1- Empoli
Acque Industriali S.r.l.
Acque Servizi S.r.l.
Consorcio Agua Azul
Los Pinos 399 – 27 Lima - Peru
Umbria Energy S.p.A.
Via B. Capponi, 100- Terni
Voghera Energia Vendita S.p.A. in
Largo Toscanini, 5 – Voghera (PV)
SHARE CAPITAL
(IN EUROS)
% INTEREST
GROUP’S
CONSOLIDATED
INTEREST
METHOD OF
CONSOLIDATION
9,953,116
45.00%
45.00%
Proportionate
100,000
100.00%
45.00%
Proportionate
400,000
100.00%
45.00%4
Proportionate
17,379,190
25.50%
25.50%
Proportionate
1,000,000
50.00%
50.00%
Proportionate
250,000
50.00%
50.00%5
Proportionate
250,000
49.00%
49.00%5
Proportionate
4,000,000
51.00%
51.00%
Proportionate
liquidation
Elga Sud S.p.A.
Via Montegrappa, 6 – Trani
Ecogena S.p.A.
Ecomed S.r.l.
Publiacqua S.p.A.
Via Villamagna 90/c - Florence
Publiutenti S.r.l. (In liquidation)
Via Niccolò da Uzzano-Florence
GORI S.p.A.
Umbra Acque S.p.A.
50,094
50.00%
50%
Proportionate
150,280,057
40.00%
40.00%
Proportionate
100,000
100.00%
40.00%
Proportionate
Via Trentola,211 – Ercolano
44,999,971
37.05%
37.05%
Proportionate
Via G. Benucci,162 (PG)
15,549,889
40.00%
40.00%
Proportionate
A.P.I.C.E S.r.l. (In liquidation)
86,113
50.00%
50.00%
Proportionate
Intesa Aretina Scarl.
Via B.Crespi, 57 - Milan
18,112,000
35.00%
35.00%
Proportionate
Nuove Acque S.p.A.
Cuculo - Arezzo
34,450,389
46.16%
16.16%
Proportionate
Ingegnerie Toscane S.r.l.
Via Bellatalla, 1- Florence
100,000
43.01%
43.01%
Proportionate
CONSORCIO AZB-HCI (Conazul)
Cal. 21 Nro. 751- San Sidro Lima-Perù
750,786
60.00%
60.00%
Proportionate
Acquedotto del Fiora S.p.A.
Via Mameli,10 Grosseto
1,730,520
40.00%
40.00%
Proportionate
The following companies are consolidated using the equity method:
NAME
REGISTERED OFFICE
SI(E)NERGIA S.p.A.
Via Fratelli Cairoli 24 Perugia
Cesap Vendita Gas S.r.l.
Via del Teatro, 9 Bastia Umbra (PG)
Azga Nord S.p.A. (In liquidation)
P.zza Repubblica – Pontremoli (Massa Carrara)
Geal S.p.A.
Viale Leporini, 1348 – LUCCA
Sogea S.p.A.
Via Mercatanti, 8 - RIETI
Aguas De San Pedro SA
Las Palmas, 3 - San Pedro (Honduras)
Umbriadue Servizi Idrici scarl
Strada Sabbione zona ind. A72 - TERNI
Coema
Amea S.p.A.
Via San Francesco d'Assisi 15 C – Frosinone
Arkesia S.p.A. in liquidation
Via –Garibaldi 7/e- Paliano (FR)
Citelum Napoli Pubblica Illuminazione scarl
Via Monteverdi, 11 - Milan
Largo Virgilio Testa, 23 - Roma
Largo Virgilio Testa, 23 - Roma
Le Soluzioni
Via Garigliano, 1- Empoli
Sinergetica Srl
Sinergetica Gubbio Srl
SHARE CAPITAL
(IN EUROS)
% INTEREST
132,000
42.08%
80,000
42.08%
217,500
49.00%
1,450,000
28.80%
260,000
49.00%
6,162,657
31.00%
100,000
34.00%
10,000
33.50%
1,689,000
33.00%
170,827
33.00%
90,000
32.18%
4,100,000
25.00%
250,678
30.50%
Via Fratelli Cairoli, 24 - Perugia
10,000
21.46%
15,000
21.46%
Sinergetica Project Srl
40,000
21.46%
Sienergas Distribuzione S.r.l.
20,000
42,08%
Marco Polo Srl (in liquidation)
Via Marco Polo, 31 – Rome
10,000
33.00%
239
B. RECONCILIATION OF SHAREHOLDERS’ EQUITY AND STATUTORY PROFIT – CONSOLIDATED
PROFIT FOR THE YEAR
Balances in ACEA’s statutory financial statements
Surplus of shareholders' equity and profit for the year at current
values compared to book values
148,430
Higher depreciation and amortisation in consolidated financial
statements
Elimination of effects of business combination of entities under
common control
Elimination of tax effects, including those from previous years
accounted for using the equity method
Elimination of dividends
Goodwill Acea ATO2 Acea Distribuzione Produzione S.p.A
Elimination of extraordinary items
BALANCES IN CONSOLIDATED FINANCIAL STATEMENTS
240
SHAREHOLDERS’ EQUITY
31.12.2013
31.12.2012
31.12.2013
31.12.2012
94,479
87,060
1,360,340
1,331,684
148.430
95.079
121.670
105.744
95,079
121,670
105,744
(17.701)
(4,368)
(1,619)
(22,070)
(17,701)
(1,591)
(1,591)
(1,591)
(1,591)
(6,710)
(6,710)
27,103
33,813
47,989
1,189
1,748
49,178
(121,176)
(130,560)
0
0
24,741
35,112
(218,944)
(243,685)
6,947
(1,135)
6,947
(1,135)
141,940
77,383
1,322,633
1,255,118
C. REMUNERATION OF DIRECTORS, STATUTORY AUDITORS AND KEY MANAGERS
BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS
REMUNERATION DUE (IN € THOUSAND)
REMUNERATION
FOR THE OFFICE
NONMONETARY
BENEFITS
BONUSES
AND OTHER
INCENTIVES
OTHER
COMPENSATION
TOTALE
95
0
0
281
376
Board of Directors in office until 15 April 2013
Board of Directors in office as of 15 April 2013
225
96
440
794
1,555
Board of Statutory Auditors in office until 15 April 2013
149
0
0
12
161
Board of Statutory Auditors in office as of 15 April 2013
348
0
0
0
348
KEY MANAGERS
Fees due to executives with strategic responsibilities for 2013 amount to:
• salaries and bonuses (including contributions)
• non-monetary benefits 1,614 thousand euros,
178 thousand euros.
Remuneration paid to key managers is established by the Remuneration Committee based on average levels of pay in the labour market.
Said executives with strategic responsibilities also enjoy non-monetary benefits including supplementary pension, health insurance and
unlimited use of company cars
For additional information please refer to the Remuneration Report.
INDEPENDENT AUDITORS
As required by article 149 duodecies of the CONSOB Regulations for Issuers, the fees paid to the Independent Auditors, Reconta Ernst &
Young, are shown in the table below..
SOCIETÀ
(IN € THOUSAND)
AUDIT RELATED
SERVICE
AUDIT SERVICES
ACEA S.p.A.
288
289
36
613
ACEA Group
235
917
151
1.303
Total
523
1.206
187
1.916
NON AUDIT
SERVICES
TOTAL
241
D. SEGMENT INFORMATION: STATEMENT OF FINANCIAL POSITION AND INCOME STATEMENT
Please note the following for a greater understanding of this section:
• generation, trading/energy management and sales refer to the Energy segment which, from an organizational standpoint, is responsible
for the companies Acea Energia Holding, Acea Energia, Umbria Energy, Voghera Energia Vendite, Elga Sud and Acea Produzione,
• distribution, public lighting (Rome and Naples) and PV systems refer to the Networks segment which, from an organisational standpoint,
is responsible for ACEA Distribuzione, ARSE, Ecogena and Acea Illuminazione Pubblica,
• analysis and research services refer to the Engineering and Services Department, which, from an organizational standpoint, is responsible
for Laboratori S.p.A. and research consortia,
• Overseas Water Services refer to the Water segment which, from an organizational standpoint, is also responsible for the water
companies operating abroad,
• Italian Water Services refer to the Water segment which, from an organizational standpoint, is responsible for the water companies
operating in Lazio, Campania, Tuscany and Umbria, and for AceaGori Servizi,
• environment refers to the Environment segment which, from an organizational standpoint, is responsible for the Companies of the ARIA.
Group and the Aquaser Group.
•
The statements of financial position and income statements as at 31 December 2013 and 31 December 2012 are included in the annexes.
242
BILANCIO ACEA 2013 | BILANCIO CONSOLIDATO
243
2012 STATEMENT OF FINANCIAL POSITION
Investments
GENERATION
DISTRIBUTION
SALES
ENERGY
MANAGEMENT
PUBLIC
LIGHTING
ITALIAN WATER
SERVICES
19,259
101,727
7,306
545
0
223,100
173,035
1,351,619
632
1,466
0
69,250
9,907
30,236
92,195
695
5,172
2,134,757
2,656
13,480
0
0
9,492
12,132
15,437
195,193
562,204
49,415
19,499
580,076
1,950
3,967
53,406
22
17,147
46,286
0
0
25,475
67,154
176
5,784
Operating Segments
Intangible Assets
Non-current financial assets measured at equity
Non current financial assets
Inventories
Trade receivables from third parties
Trade receivables from Parent Company
Trade receivables from subsidiaries and associates
Totale attività
244
OVERSEAS
ENGINEERING
CORPORATE
ENVIRONMENT
PV POWER
TOTAL
CONSOLIDATION
ADJUSTMENTS
GROUP TOTAL
253
991
122,343
37,483
165
514,846
0
513,172
1,095
2,165
169,998
265,919
32,629
2,067,807
1,564
2,069,372
7,735
117
8,758
(14,855)
0
2,274,717
(319,313)
1,955,404
16,415
4,716
420,126
32,959
820
0
0
3,193
209
41,983
0
41,983
7,850
21,917
26,103
61,760
32,704
1,572,158
(225,310)
1,346,848
0
29
504
199
0
123,511
(29,161)
94,350
0
0
58,604
277
0
157,469
(121,460)
36,009
221,337
152,225
423,698
6,722
6,722
6,722
6,822,162
245
GENERATION
DISTRIBUTION
SALES
ENERGY
MANAGEMENT
PUBLIC LIGHTING
ITALIAN
WATER
SERVICES
17,667
248,413
321,020
163,679
66,099
443,444
1,761
24,287
85,969
191
2,800
43,653
0
1,220
70
17,764
3,668
4,111
Staff termination benefits and other defined-benefit plans
2,410
39,545
3,937
319
1,599
41,885
Other provisions
1,379
6,470
7,826
169
813
163,470
Segment liabilities
Trade payables to third parties
Liabilities directly associated with assets held for sale
Total liabilities and shareholders’ equity
246
OVERSEAS
ENGINEERING
CORPORATE
ENVIRONMENT
PV POWER
TOTAL
CONSOLIDATION
ADJUSTMENTS
GROUP TOTAL
1,439
2,689
74,672
59,038
14,597
1,412,758
(219,678)
1,193,080
141
477
20,516
410
399
180,604
(119,860)
60,743
15
45
12,417
569
0
39,880
(26,542)
13,338
361,171
891,407
225
3,031
33,361
2,443
0
128,755
(12)
128,742
524
2,472
39,932
31,543
1,633
256,231
16,171
272,401
93,603
278,663
2,211,609
1,344
1,344
1,344
1,316,060
6,822,162
247
INCOME STATEMENT AS AT 31 DECEMBER 2012
GENERATION
DISTRIBUTION
33,123
Inter-segment sales
20,824
Staff costs
Energy purchase
SALES
ENERGY
MANAGEMENT
PUBLIC
LIGHTING
ITALIAN WATER
SERVICES
214,223
334,267
808,153
42,686
843,874
230,638
1,933,668
157,829
35,372
4,953
4,408
59,296
18,058
1,654
10,417
121,983
6,475
72,217
2,134,158
965,211
0
295
Sundry materials and overheads
11,677
82,528
76,104
9,087
59,931
406,528
EBITDA
31,388
230,819
39,614
(9,970)
7,711
320,021
10,363
113,268
50,293
1,552
0
154,218
EBIT
21,025
117,551
(10,679)
(11,522)
7,710
165,803
592
(5)
Taxation
Profit/(loss) from discontinued operations
Net profit (loss)
248
(525)
OVERSEAS
ENGINEERING
CORPORATE
ENVIRONMENT
PV POWER
TOTAL
CONSOLIDATION
ADJUSTMENTS
GROUP TOTAL
38,393
351
110,059
28,659
12,060
2,465,849
(851,322)
1,614,528
0
26,594
109
41
94,800
2,504,829
(526,936)
1,977,893
12,707
9,041
8,729
575
55,742
302,609
(20,541)
282,069
0
0
1,653
9,553
424
3,189,986
(1,105,783)
2,084,204
15,527
7,467
50,448
14,205
67,155
800,657
(252,032)
548,625
10,159
10,437
49,338
4,368
(16,461)
677,426
98
677,524
1,770
1,215
30,303
2,287
32,944
398,214
(2,295)
395,919
8,389
9,222
19,035
2,081
(49,404)
279,212
2,393
281,605
(120,554)
669
(9)
139
862
862
161,912
86,052
5,296
5,296
4,144
9,440
85,300
249
Investments
GENERATION
DISTRIBUTION
SALES
ENERGY
MANAGEMENT
PUBLIC
LIGHTING
ITALIAN
WATER
SERVICES
5,230
102,510
5,987
177
289
201,841
162,398
1,380,540
346
1,507
459
58,561
8,274
31,244
92,854
(383)
2,073
2,241,759
0
0
Operating Segments
Intangible Assets
Non-current financial assets measured at equity
Non current financial assets
Inventories
1,830
11,944
0
0
6,451
13,235
Trade receivables from third parties
3,898
166,122
606,737
64,459
18,305
625,269
Trade receivables from Parent Company
6,057
1,162
42,994
0
61,824
28,359
0
0
19,472
69,665
0
6,281
Trade receivables from subsidiaries and associates
Total assets
250
OVERSEAS
ENGINEERING
CORPORATE
ENVIRONMENT
PV POWER
GROUP TOTAL
CONSOLIDATION
ADJUSTMENTS
TOTAL
CONSOLIDATED
211
485
11,874
12,137
1,350
342,091
0
342,091
1,034
2,156
166,508
255,532
29,992
2,059,032
1,554
2,060,586
6,272
87
10,396
(14,440)
0
2,378,136
(319,583)
2,058,553
2,013,590
(2,002,183)
11,407
3,279
429,929
34,788
226
0
(0)
3,448
209
37,342
0
37,342
2,390
19,279
26,603
46,890
35,215
1,615,167
(215,743)
1,399,424
0
21
771
315
0
141,503
(71,843)
69,661
77
0
37,565
109
0
133,169
(101,587)
31,582
237,339
117,268
589,471
6,722
6,722
6,722
7,087,352
251
GENERATION
DISTRIBUTION
SALES
ENERGY
MANAGEMENT
PUBLIC
LIGHTING
ITALIAN
WATER
SERVICES
Trade payables to third parties
5,409
308,964
375,841
201,284
11,915
397,159
1,655
6,021
84,288
67
2,704
70,033
0
33
70
16,923
59,671
1,447
Staff termination benefits and other defined-benefit plans
2,259
34,554
3,839
298
2,719
39,209
Other provisions
3,254
14,754
7,064
44
337
148,755
Segment liabilities
Liabilities directly associated with assets held for sale
Total liabilities and shareholders’ equity
252
OVERSEAS
ENGINEERING
CORPORATE
ENVIRONMENT
PV POWER
GROUP TOTAL
CONSOLIDATION
ADJUSTMENTS
TOTAL
CONSOLIDATED
1,174
3,015
64,773
37,792
5,296
1,412,621
(199,721)
1,212,900
0
198
20,521
915
1
186,403
(100,788)
85,615
551
0
5,030
407
24
84,156
(75,790)
8,367
331,856
698,076
200
2,839
28,787
2,688
0
117,391
(12)
117,379
398
2,262
35,735
30,499
2,695
245,795
16,750
262,545
104,830
351,377
2,507,623
1,344
1,344
1,344
1,405,439
7,087,352
253
2013 INCOME STATEMENT
Inter-segment sales
Staff costs
Energy purchase
GENERATION
DISTRIBUTION
SALES
ENERGY
MANAGEMENT
PUBLIC
LIGHTING
ITALIAN WATER
SERVICES
60,995
557
248,657
371,596
692,053
68,076
862,959
219,329
1,872,651
196,458
19
3,930
5,245
62,677
18,546
1,257
8,264
125,560
6,387
79,481
2,096,651
873,991
0
80
Sundry materials and overheads
12,242
80,764
78,094
11,192
53,405
382,000
EBITDA
37,678
245,064
50,956
2,071
6,427
359,249
18,421
95,311
68,748
1,207
1,196
144,433
EBIT
19,257
149,753
(17,791)
863
5,231
214,816
(195)
Taxation
Net profit (loss)
254
885
OVERSEAS
ENGINEERING
ENVIRONMENT
PV POWER
CORPORATE
GROUP TOTAL
CONSOLIDATION
ADJUSTMENTS
TOTAL
CONSOLIDATED
13,991
263
114,784
147
24,904
644
8,751
11,045
2,453,170
(786,585)
1,666,585
51
100,093
2,418,783
(514,717)
3,415
9,541
10,156
1,904,066
451
50,155
295,267
(15,751)
279,516
0
0
3,106
0
83
3,059,780
(1,023,493)
2,036,287
5,961
7,164
53,757
2,559
63,673
750,810
(262,055)
488,756
4,762
8,461
48,409
5,793
(2,774)
766,097
(4)
766,092
687
1,030
28,251
0
23,724
383,008
(712)
382,296
4,075
7,431
20,159
5,793
(26,498)
383,089
707
383,796
(97,427)
772
(17)
(6,206)
(4,762)
(4,762)
281,607
128,324
153,284
255
E. FINANCIAL HIGHLIGHTS OF COMPANIES CONSOLIDATED ON A PROPORTIONATE BASIS
ACQUE
ACQUE
INDUSTRIALI
ACQUE
SERVIZI
PUBLIUTENTI
PUBLIACQUA
GORI
VOGHERA
VENDITE
UMBRIA
ENERGY
Total net revenues
58,264
3,405
9,328
161
87,039
60,944
2,419
71.179
Total operating costs
31,071
2,816
8,112
48
47,398
47,873
2,696
69.845
27,193
589
1,216
113
39,641
13,071
(277)
1.334
47%
17%
13%
70%
46%
21%
-11%
2%
(19,365)
(251)
(253)
(19,072)
(11,946)
(111)
(920)
Ebit
7,828
338
963
113
20,569
1,125
(388)
414
Net profit (loss) for the year
2,851
210
601
104
12,937
9,720
(233)
144
127,319
1,790
3,308
0
118,800
43,795
(2,672)
5.891
25,838
1,651
6,658
0
41,173
106,122
5,048
20.651
(30,311)
(1,140)
(3,600)
0
(42,235)
(56,916)
(7,747)
(15.601)
% Of revenues
Amortisation, depreciation and
impairment charges
Statement of financial position
Net invested capital
Current assets
Current liabilities
Net current assets/(liabilities)
(4,473)
511
3,058
0
(1,062)
49,206
(2,699)
5.050
Non-current assets
179,799
1,455
564
0
178,064
104,141
152
1.598
(48,006)
(177)
(314)
0
(58,202)
(109,552)
(125)
(756)
Net non-current assets/(liabilities)
131,792
1,279
250
0
119,862
(5,411)
27
841
Net financial position/(net debt)
Current financial liabilities
Total net current financial assets/
(25,303)
(966)
(2,946)
0
(83,557)
(33,606)
2,649
(1.298)
(102,016)
(824)
(362)
0
(35,242)
(10,189)
23
(4.593)
7,148
118
493
6,520
7,234
732
436
(1,425)
(236)
(808)
(32,075)
(17,423)
(708)
(5.029)
5,724
(118)
(316)
(25,555)
(10,189)
23
(4.593)
0
0
0
0
(liabilities)
11
Non-current financial liabilities
(107,739)
(706)
(46)
Total net non-current financial
(107,739)
(706)
(46)
(9,698)
0
(9,687)
assets/(liabilities)
256
ELGA SUD
ECOGENA
OVERSEAS
UMBRA
ACQUE
5,336
1,482
2,716
27,270
5,397
1,463
993
19,180
APICE
ECOMED
INTESA
ARETINA
266
24
1
277
NUOVE
ACQUE
INGEGNERIE
TOSCANE
SRL
ACQUEDOTTO
DEL FIORA
8,141
8,223
35,541
5,049
6,285
21,057
14,484
(60)
18
1,723
8,090
(24)
(1)
(11)
3,092
1,938
-1%
1%
63%
30%
10000%
10000%
-4%
38%
24%
41%
(9)
(220)
(511)
(5,532)
(36)
(1,510)
(358)
(7,827)
(69)
(201)
1,211
2,559
(24)
(1)
(46)
1,582
1,580
6,657
(41)
(224)
512
1,189
(24)
(6)
538
662
960
2,839
63,673
645
5,514
7,151
22,948
0
(383)
7,376
16,539
5,825
2,196
3,695
372
12,668
0
42
142
2,630
6,889
17,458
(1,592)
(3,844)
(154)
(16,475)
0
(428)
(472)
(2,278)
(3,966)
(17,540)
604
(149)
217
(3,807)
0
(386)
(329)
352
2,923
(82)
52
8,126
7,028
50,259
0
3
7,705
20,646
3,437
84,995
(11)
(2,463)
(94)
(23,505)
(4,459)
(535)
(21,239)
41
5,663
6,934
26,754
0
3
7,705
16,187
2,902
63,755
(85)
(1,568)
(5,985)
(9,212)
0
296
(7,739)
(7,109)
(3,710)
(17,237)
(560)
(3,946)
(1,065)
(13,735)
0
86
364
(9,429)
(2,115)
(46,436)
1
821
883
164
0
125
364
1,550
255
1,326
(561)
(713)
(694)
(5,515)
0
(39)
(68)
(2,375)
(43,841)
(560)
108
189
(5,351)
0
86
364
1,483
(2,120)
(42,515)
5
0
0
0
(4,054)
(1,255)
(8,385)
(4,054)
(1,255)
(8,385)
(10,912)
0
0
0
(10,912)
(3,921)
5
(3,921)
257
258
259
260
261
2013
CORPORATE
GOVERNANCE AND
OWNERSHIP
STRUCTURE REPORT
PURSUANT
TO ARTICLE 123-BIS
FINANCE
CONSOLIDATION
ACT (TUF)
CONTENTS
1. ISSUER’S PROFILE
266
2. OWNERSHIP STRUCTURE INFORMATION
(IN ACCORDANCE WITH ARTICLE 123 BIS OF THE TUF, PAR. 1) 267
a.
b.
c.
d.
e.
f.
g.
h.
Share capital structure (in accordance with article
123 bis of the TUF, lett. a)
267
Restrictions on stock transfers
(in accordance with article 123 bis of the TUF, lett. b)
267
Relevant shareholdings
(in accordance with article 123 bis of the TUF, lett. c)
267
Shares that grant special control rights
(in accordance with article 123 bis of the TUF, lett. d)
267
Employee’s equity interest: mechanism for exercising
the right to vote (in accordance with art. 123 bis,
par. 1, lett. e, TUF)
267
Restrictions on the right to vote
(in accordance with art. 123 bis, par. 1, lett. f, TUF)
267
Shareholders’ agreements
(in accordance with art. 123 bis, par. 1, lett. g, TUF)
267
Change of control clauses (in accordance with
art. 123 bis, par. 1, lett. h, TUF) and provisions
concerning TOB (in accordance
with art. 104, c.1.-ter, and 104-bis, c.1)
267
i.
Delegations for capital increase in accordance
with art. 2443 of the Italian Civil Code,
Directors’ powers to issue participative
financial instruments and authorisations for the purchase
of treasury shares (in accordance
with art. 123 bis, par. 1, lett. m, TUF)
267
l.
Management and coordination activities
(in accordance with art. 2497 et seq.
of the Italian Civil Code)
3. COMPLIANCE (IN ACCORDANCE
WITH ART. 123 BIS, PAR. 2, LETT. A), TUF
268
4. BOARD OF DIRECTOR
268
4.1. APPOINTMENT AND REPLACEMENT
(in accordance with art. 123 bis, par. 1, lett. l), TUF) 268
2682
Outgoing directors
Replacement of Director
268
Majorities required to make changes
to the Articles of Association.
268
4.2. COMPOSITION (in accordance with art. 123 bis,
par. 2, lett. d), TUF
268
Maximum positions held in other Companies
270
4.3 ROLE OF THE BOARD OF DIRECTORS
(in accordance with art. 123 bis, par. 2, lett. d), TUF)
270
Function
272
264
267
Board of Directors and Committee Evaluation
2013 ACEA FINANCIAL STATEMENTS | CORPORATE GOVERNANCE REPORT
272
273
13. STRUCTURE AND FUNCTION OF THE BOARD OF AUDITORS
(IN ACCORDANCE WITH ART. 123 BIS, PAR. 2, LETT. D), TUF)
287
273
Joint powers of the Chairman
and Chief Executive Officer
14. INVESTOR RELATIONS (IN ACCORDANCE
WITH ART. 123 BIS, PAR. 2, LETT. A), TUF)
288
273
Board disclosures 273
15. GENERAL MEETINGS (IN ACCORDANCE WITH ART. 123-BIS,
PARAGRAPH 2, LETT. C, TUF)
288
4.4. DELEGATED BODIES
273
Chairman
4.5. OTHER EXECUTIVE DIRECTORS.
274
4.6. INDEPENDENT DIRECTORS
274
16. FURTHER CORPORATE GOVERNANCE PRACTICES
(IN ACCORDANCE WITH ART. 123 BIS, PAR. 2, LETT. A), TUF)
290
4.7. LEAD INDEPENDENT DIRECTOR
274
17. CHANGES SINCE YEAR END CLOSURE
291
5.MARKET DISCLOSURES OF COMPANY INFORMATION
275
TABLES
6.BOARD COMMITTEES (IN ACCORDANCE WITH
ART. 123 BIS, PAR. 2, LETT. D), TUF)
Tab. 1: Information on ownership structure
292
275
Tab. 2: Board of Directors and Committee Evaluation
294
7. APPOINTMENT AND REMUNERATION COMMITTEE
276
Tab. 3: Structure of the Board of Auditors
298
8.REMUNERATION OF DIRECTORS
277
Chart 1: Other positions held by Directors
299
Director indemnity in the event of resignation,
dismissal or termination of contract following
a take-over bid (in accordance with art. 123 bis, par.
1, lett. i), TUF
277
9. RISK AND CONTROL COMMITTEE
278
10. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
(CONTROL SYSTEM
279
279
Comprehensive Control System
a)
Roles and tasks of various Control System parties
279
b)
Risk Management System
280
c)
Control System qualifying elements
280
d) Information flow system
281
e) Comprehensive evaluation of Control
System adequacy
281
Internal Control and Risk Management System of the
Financial Reporting process
(art. 123-bis, par. 2, lett. b TUF)
281
a)Phases
282
b) Roles and responsibilities
283
10.1. DIRECTOR IN CHARGE of the Control System
283
10.2. HEAD OF AUDIT DEPARTMENT
284
10.3. ORGANISATIONAL MODEL in accordance
with Legislative Decree No. 231/200
284
10.4. AUDITING FIRM
285
10.5. CHIEF FINANCIAL OFFICER
285
11. DIRECTORS’ INTERESTS AND RELATED
PARTY TRANSACTIONS
286
12. APPOINTMENT OF AUDITORS
286
265
1. ISSUER’S PROFILE
ACEA IS ONE OF THE MAJOR ITALIAN MULTIUTILITY OPERATORS.
Acea is one of the major Italian multiutility operators.
Listed on the stock exchange since 1999, the company manages
and develops water and electrical energy networks and
environmental services.
It is the biggest Italian operator in the water sector and one of the
biggest Italian stakeholders in the distribution and sale of electricity
and in the environmental sector.
The Group employs over 7,000 people. This report shows the corporate governance system adopted by
ACEA S.p.A.
ACEA’s corporate governance system complies with the Corporate
Governance Code of listed companies promoted by Borsa Italiana
(the Italian stock exchange). This corporate governance system
was also drawn up on the basis of CONSOB recommendations, and
more generally, on the basis of international best practices.
The corporate governance system adopted by ACEA is basically
aimed at creating value for its shareholders over the medium-long
term, aware of the social relevance of the Group’s business and
the need therefore to adequately take account of all the interests
involved in running its business.
266
ACEA’s corporate governance structure is arranged according to
the traditional organisational model and consists of the following
bodies: General meeting of shareholders, Board of Directors
(assisted by the Committees set up as part of the same Board),
Board of Auditors and Auditing Firm.
Within this structure, the Board is in charge of management and
also works as a collective unit and through specific committees
that have the power to make recommendations and give advice
to ensure that the necessary controls to monitor the company
performance are in place; it operates in association with the
Board of Auditors, a body with independent duties and powers,
appointed on the basis of meeting the professional, reputation and
independence requirements established by law and part of the
articles of association.
A specialized auditing firm, regularly registered with the Register of
Auditors, is nominated by the General Meeting on the basis of the
Board of Auditor’s proposal to audit accounts.
The information in this Report refers to 2013 and some specific
matters were updated to 10/03/2014, the date of the Board of
Directors’ meeting that approved this Report, the text of which has
been published on the web site www.acea.it, under the section
“Rules and Values”, in the “Corporate Governance” sub-menu.
2. OWNERSHIP STRUCTURE INFORMATION
(ART. 123 BIS TUF, C. 1)
A) SHARE CAPITAL STRUCTURE
(IN ACCORDANCE WITH ARTICLE 123 BIS OF THE TUF, PAR. 1 LETT. A)
G) SHAREHOLDERS’ AGREEMENTS
(IN ACCORDANCE WITH ARTICLE 123 BIS OF THE TUF, PAR. 1 LETT. G)
The Company’s share capital, equal to 1,098,898,884.00 euros, fully
subscribed and paid up, is divided into 212,964,900 ordinary shares
with a nominal value of 5.16 euros each, listed on the electronic
equity market (MTA) organised and managed by Borsa Italiana (cf.
Table 1).
There are no shares with limited voting rights or without voting
rights, except for 416,993 treasury shares with suspended voting
rights, in accordance with art. 2357-ter of the Italian Civil Code.
The company does not have any shareholders’ agreements of any
kind in accordance with art. 122 of the TUF, nor special veto powers
or other extraordinary powers to influence decisions other than
those for direct issue in relation to the equity interest held.
B) RESTRICTIONS ON STOCK TRANSFERS
(IN ACCORDANCE WITH ARTICLE 123 BIS OF THE TUF, PAR. 1 LETT. B)
The Issuer and the subsidiaries of the same have not entered into
any significant agreements which come into effect or lose validity in
the case of changes of control of the contractor.
The joint venture with Astrim, reported in the 2013 corporate
governance and ownership structure report, containing change of
control clauses, is no longer valid.
In terms of TOB, there is no departure in the Articles of Association
as in art. 104, paragraphs 1 and 1-bis of the TUF, nor are there any
neutralisation rules as in art.104 bis of the TUF.
There are no restrictions on stock transfers, except for individual
restrictions for individual shareholders.
C) RELEVANT SHAREHOLDINGS
(IN ACCORDANCE WITH ARTICLE 123 BIS OF THE TUF, PAR. 1 LETT. C)
Direct or indirect relevant shareholdings, in accordance with art.
120 TUF, on the basis of information available at 10/03/2014 on the
CONSOB web site and from communications in accordance with
the same article, are shown in Table 1.
D) SHARES THAT GRANT SPECIAL CONTROL RIGHTS
(IN ACCORDANCE WITH ARTICLE 123 BIS OF THE TUF, PAR. 1 LETT. D)
No shares were issued that grant special control rights.
E) EMPLOYEE’S EQUITY INTEREST:
MECHANISM FOR EXERCISING RIGHT TO VOTE
(ART. 123 BIS TUF, PAR. 1 LETT. E)
In accordance with art. 13 of the Articles of Association, in order
to facilitate the collection of proxies from shareholders who are
employees of the Company, its subsidiaries and associates who
adhere to shareholders’ associations that meet the requisites
dictated by the effective applicable regulations, appropriate areas
will be made available for notification and the proxy collection
process.
F) RESTRICTIONS ON STOCK TRANSFERS O
(IN ACCORDANCE WITH ARTICLE 123 BIS OF THE TUF, PAR. 1 LETT. F)
Art. 6 of the Articles of Association restricts an equity investment to
8% of the share capital, with the sole exception of Roma Capitale;
the Company shall be notified if this limit is exceeded. This limit
shall be considered reached, both in direct and indirect terms, as
better specified in paragraphs 2 and 3 of the cited article and as
described below in the “General Meeting” chapter of this Report.
If it is violated, the shareholder shall be prohibited from exercising
their voting rights for shares exceeding the indicated measure
and, in the event that a resolution was made with the determining
vote originating from the shares exceeding that percentage, the
resolution shall become contestable.
H) CHANGE OF CONTROL CLAUSES
( IN ACCORDANCE WITH ARTICLE 123 BIS OF THE TUF, PAR. 1 LETT. H) AND PROVISIONS CONCERNING TOB (IN ACCORDANCE WITH ART. 104, PARAGRAPH 1-TER, AND 104-BIS, PARAGRAPH 1)
I)
DELEGATIONS FOR CAPITAL INCREASE IN ACCORDANCE WITH ART. 2443 OF THE ITALIAN CIVIL CODE; DIRECTORS’ POWERS TO ISSUE PARTICIPATIVE FINANCIAL INSTRUMENTS AND AUTHORISATIONS FOR THE OF TREASURY SHARES
(ART. 123 BIS TUF, PAR. 1 LETT. M)
At 31/12/2013 and on the date of this Report, there are no Board of
Director’s delegations for a capital increase, nor for the purchase of
treasury shares.
Moreover, as already indicated, as of today the Company
holds 416,993 treasury shares with suspended voting rights in
accordance with art. 2357-ter of the Italian Civil Code, remaining
from purchases of treasury shares, authorised by a resolution made
by the ordinary general meeting on 23 October 1999, amended by a
resolution made by the ordinary general meeting on 29 April 2000,
re-approved by ordinary general meeting resolution on 31 October
2001 and supplemented by a resolution made by the ordinary
general meeting of 30 April 2002.
L) MANAGEMENT AND COORDINATION ACTIVITIES
(IN ACCORDANCE WITH ART. 2497 ET SEQ. OF THE ITALIAN CIVIL CODE)
Art. 2497 et seq. of the Italian Civil Code is not applicable since
ACEA autonomously defines its own strategic policies and is
endowed with full organisational, management and business
autonomy, not being subject to any management and co-ordination
activity.
267
3. COMPLIANCE
ACEA adheres to the Corporate Governance Code promoted by
Borsa Italiana S.p.A. (the Italian stock exchange) available on the
Borsa Italiana web site www.borsaitaliana.it.
The company provides disclosure on its governance system and
its compliance with the Code through a Report issued on a yearly
basis, drafted also in accordance with article 123-bis of the TUF; it
notes the degree of compliance with the standards and application
established by the Code along with international best practices.
The Report is made available to the Shareholders on an annual
basis with the documentation provided for the Shareholders’
Meeting to approve the financial statements, and it is also duly
published on the Company web site (www.acea.it) in the “Corporate
Governance” section.
4. BOARD OF DIRECTORS
quotients obtained in this way shall be progressively assigned
to the candidates of each of these lists, according to the order
of the same respectively assigned to the candidates. The
quotients allocated to the candidates from the various lists shall
be arranged in a single decreasing ranking. Those who have
4.1 APPOINTMENT AND REPLACEMENT
(ART. 123 BIS, PAR.1, LETT. L), TUF)
The appointment and replacement of Directors are governed by
the regulation in force, as incorporated and integrated within the
allowed limits by the Articles of Association, prepared in adherence
to and compliance with the requisites of the Code for listed
companies.
According to the Company’s Articles of Association, the Board
of Directors consists of five to nine members, appointed by the
ordinary general meeting of shareholders (which determines the
number within these limits) for a period of up to three financial
years, who can be re-elected at the end of their term.
Directors can be elected if they meet the requirements of the law
and regulations.
The election of directors is regulated by art. 15.1 of the Articles
of Association, amended by board meeting on 24 January 2013,
to bring the same into line with Law 120/2011 concerning gender
balance.
This article establishes the following:
– the criteria regarding gender balance as established by law must
be complied with in the composition of the Board;
– Directors are elected on the basis of lists in which the
candidates shall be listed in numerical order in accordance
with the positions be filled; each list must indicate at least two
candidates who qualify as independent in accordance with the
law; the first independent candidate shall not be lower than
second on the list and the second independent candidate shall
not be lower than fourth;
– appointments are made as follows:
“A. half plus one of the directors to be appointed shall be taken
from the list which obtained the majority of votes (“Majority
Shareholder List”), in numerical order, rounding down to the
lower unit in the event of a fractional number;
– B. without prejudice to compliance with legal regulations and
the Articles of Association provisions regarding limits of relation
with the majority shareholder list, the remaining directors
shall be taken from the other lists. To this end, the votes that
the lists receive shall be divided, for each list, subsequently by
1, 2, 4 and 8 up to the number of directors to be elected. The
268
obtained the highest quotients shall be elected.
If more than one candidate obtains the same quotient, the
candidate from the list that did not elect any director or which
elected the lowest number of directors shall be appointed.
In the event that none of these lists has yet appointed a director,
or all have appointed the same number of directors, from among
these lists, the candidate from the list that received the highest
number of votes shall be appointed. If list votes are equal, and the
quotients are equal, a new vote shall be cast by the entire general
meeting, and the candidate who receives a simple majority of votes
shall be appointed.
In any case, if only one regular list is presented other than the
Majority Shareholder List, the candidates shall be elected from this
one, according to the order of presentation.”
The election mechanism introduced guarantees the appointment
of at least one director representing the minority shareholders as
well as the appointment of the minimum number of independent
directors in accordance with the law (one if the Board has less than
seven members, two if the Board has more than seven members)
as per art. 147 ter par. 4 TUF.
The lists must be submitted twenty-five days before the date set
for the first meeting by the Shareholders who alone or with other
shareholders, represent at least one percent of the shares entitled
to vote at the Ordinary general meeting.
No party can be a candidate in more than one list and each
shareholder has the right to vote for one list only. The lists of
candidates are filed at the head office and published in three daily
national newspapers at the Company’s expense.
CESSAZIONE AMMINISTRATORE:
Ai sensi dell’art. 15.3 dello Statuto: “Se nel corso dell’esercizio
venisse a mancare un Amministratore nominato sulla base del voto
di lista sopra previsto il Consiglio provvederà alla sua sostituzione
per cooptazione, ai sensi dell’art. 2386 c.c., con il primo non eletto
della lista in cui era stato candidato il consigliere cessato, nel
rispetto della normativa vigente in materia di equilibrio tra i generi
ovvero, qualora tale lista non esponga il candidato, con il primo
dei non eletti, indipendentemente dalla lista di appartenenza;
ove il Consigliere dimissionario fosse stato tratto da una lista
diversa dalla Lista di Maggioranza, tuttavia, dovrà essere rispettata
l’assenza di collegamento con la Lista di Maggioranza. Qualora
il Consigliere cessato fosse uno dei Consiglieri in possesso dei
requisiti di indipendenza e/o fosse appartenente al genere meno
rappresentato e, per effetto della sua cessazione, il numero degli
amministratori indipendenti e/o il numero degli amministratori
appartenenti al genere meno rappresentato, si riducesse al di
sotto del numero minimo previsto dalla legge, la cooptazione
sarà effettuata con il primo non eletto della lista in cui era stato
candidato il Consigliere cessato che abbia i requisiti di indipendenza
previsti dalla legge e/o appartenga allo stesso genere del
consigliere cessato. Gli amministratori così nominati resteranno in
carica sino alla prima assemblea successiva.”
less than half, the entire Board of Directors will stand down and the
Meeting must be called at the earliest opportunity to elect another
board. The Board will however remain in office to carry out ordinary
administration duties only, until the Meeting has decided on its
reconstitution, and at least half of the new Directors have been
accepted the appointment.”
OUTGOING DIRECTORS:
4.2 COMPOSITION
(IN ACCORDANCE WITH ART. 123 BIS, PAR. 2, LETT. D, TUF)
In accordance with art. 15.3 of the Articles of Association: “If
during the financial year a Director appointed on the basis of the
list system described above is no longer able to perform his/her
function, the Board shall replace the director through co-optation
pursuant to Article 2386 of the Italian Civil Code, with the first
non-elected candidate on the list to which the outgoing Director
belonged, in accordance with the law in force regarding gender
balance, or if there are no other candidates on the list, with the
first candidate among the non-elected ones, irrespective of his/
her original list. If the outgoing Director was not from the Majority
List, in any case the non-relation requirement with the Majority List
must be observed. If the outgoing Director meets all independence
requirements, and/or belongs to the lesser represented gender
group, and because they are outgoing the number of independent
directors and/or the number of directors that belong to the
lesser represented gender is reduced to below the minimum
number required by law, the first unelected candidate on the list
the outgoing Director was from who meets the independence
requirements pursuant to the law and/or that is the same gender as
the retiring director shall be co-opted. Directors so appointed shall
remain in office until the first subsequent general meeting.”
In accordance with art. 15.4 of the Articles of Association: “When
appointing new Directors to replace those who stepped down
during the year, by majority vote the meeting will choose the new
Director, in accordance with prevailing law on independence and
gender balance, where possible, from the unelected candidates
on the list that the outgoing Director was on, who confirmed his
or her candidature in writing at least ten days prior to the date
of the meeting, along with the statements regarding the fact that
there are no reasons for which he or she would be ineligible or
incompatible, and that the requirements provided for by the law in
force or the Articles of Association for the position were met.
If the Director cannot be replaced using this method, a resolution
must be passed by majority vote, in accordance with requirements
regarding minority representation and the minimum number of
independent Directors.
The Directors appointed in this manner will remain in office for the
same term as the other Directors.
If, for any reason, the number of Directors in office is reduced to
MAJORITIES REQUIRED TO MAKE CHANGES TO THE ARTICLES OF
ASSOCIATION
In accordance with article 12 of the Articles of Association, to
make changes to the Articles of Associations, the Extraordinary
shareholders’ meeting will pass a resolution with the majorities set
forth by law.
On 15 April 2013 the General Meeting appointed a 9-member Board
of Directors which shall remain in office for three years, and in any
case until the date the General Meeting is called to approve the
2015 financial statements.
The Board is composed of the following members as at 31
December and to this date: Giancarlo Cremonesi (Chairman), Paolo
Gallo (CEO), Antonella Illuminati, Maurizio Leo, Andrea Peruzy,
Francesco Caltagirone, Paolo Di Benedetto, Diane D’Arras and
Giovanni Giani.
Of the aforesaid directors in office, 2 are executive Directors
(the Chairman and the CEO), to which the Board has delegated
individual management powers, while the remaining 7 Directors are
non-executive and do not have individual management authority.
The following provides a summarised personal and professional
profile of the Directors in office as at 31 December 2013:
Giancarlo Cremonesi: born 16 April 1947 in Rome, a law and political
science graduate, lawyer. He is currently the President of the
Chamber of Commerce of Rome, President of Confservizi, Chairman
of the Board of INFOCamere SpA, President of Unioncamere–Lazio;
Vice-president of Sviluppo Lazio, member of the Board of Governors
and the Listed Companies Committee of Federutility. He was the
Chairman of ACER and a member of the Commission for the Future
of Roma Capitale.
Appointed from list No. 1 presented by Roma Capitale (containing:
No.1 Giancarlo Cremonesi, No. 2 Antonella Illuminati, No. 3 Paolo
Gallo, No. 4 Maurizio Leo, No. 5 Andrea Peruzy, No. 6 Luigi Pelaggi,
No. 7 Donatella Visconti, No. 8 Patrizia Del Vecchio); the nomination
was approved with 75.101 % of the votes.
Paolo Gallo: born in Turin on 18/11/1961, an aeronautical engineering
graduate, was the General Manager and Chief Executive Officer
of Edipower. Since September 2001 he has been a member of the
Board and Executive Committee of Assoelettrica, delegated to
Industrial Relations.
Appointed from list No. 1 mentioned-above presented by Roma
Capitale.
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Antonella Illuminati: born in Rome on 5/09/1967, lawyer, she was lay
judge of the Law Courts of Rome from 1999 to 2011, in particular
hearing cases concerning litigation related to injunction orders,
opposition to penalty proceedings, possessory actions, petitory
actions, rights in rem, civil rogatories, successions and divisions of
inheritance, bank and insurance proceedings, gender discrimination,
professional liability, urgent procedures and precautionary
measures.
Capitale.
Olivier Jacquier, No. 4 Gael Falchier, No. 5 Jean-Louis Chaussade, No.
6 Philippe Maillard, No. 7 Enrica Tocci, No. 8 Francesca Menabuoni,
No. 9 Paola Vezzaro) obtaining 11.2770% of the favourable votes,
with a quotient of 17,037,551.
Diane D’Arras: born in Henin Beaumont (France) on 02/05/1955,
engineer, a graduate of the Ecole Nationale des Ponts et Chaussées,
Institut des Sciences Politiques de Paris, Institut des Hautes Etudes
de Défense Nationale. Appointed Water Western Senior Executive
V.P. in January 2011. Responsible for strategy and partnership in
Europe for the water segment. Vice President of the International
Andrea Peruzy: born in Rome on 7 June 1962, a law graduate, he is
a member of the Board of Directors in companies operating in the
industrial, financial and real estate sector.
Appointed on the basis of list No. 1 mentioned-above presented by
Roma Capitale.
Maurizio Leo: born in Rome on 25/07/1955, a law graduate, lawyer
and barrister of the Supreme Court. President of the Fiscal
Commission of the Italian Accounting Body and member of the
“Alcide De Gasperi” foundation Scientific Committee. Teaches
Tax Law and Practice, lectures at major Italian banks, Italian
professional industrial and trade associations (Confindustria,
Confartigianato, Coldiretti).
Capitale.
Francesco Caltagirone: born in Rome on 29/10/1968. Currently
Chairman and Chief Executive Officer of Cementir Holding and
member of the Board of Directors of the following joint-stock
companies: Banca Finnat Euramerica, Caltagirone and Caltagirone
Editore.
Appointed from list No. 2 presented by Fincal SpA, owner, at the
time of the shareholders’ meeting for the appointment, of 7.513%
of the share capital (list containing No. 1 Francesco Caltagirone, No.
2 Paolo di Benedetto, No. 3 Tatiana Caltagirone, No. 4 Mario Delfini)
who obtained 11.4206% of the votes with a quotient of 17,254,600.
Paolo di Benedetto: born on 21 October 1947 in Rome, a law graduate
with a diploma in administration, lawyer. Chief Executive Officer of
BancoPosta Fondi SGR, from 2003 to 2010 a CONSOB member and
a temporary lecturer in stock market law at the University LUISS in
Rome and the University of Rome Tor Vergata. Presently he is the
Chairman of the brokers Fondo Nazionale di Garanzia and a board
member of Edison SpA and Cementir Holding SpA.
Appointed from list No. 2 presented by the above-mentioned Fincal
SpA, with a quotient of 8,627,300.
Water Association. Member of the Technology Academia (France).
Appointed from list No. 3 presented by the above-mentioned Ondeo
Italia SpA, with a quotient of 8,518,775.50.
MAXIMUM POSITIONS HELD IN OTHER COMPANIES
The BoD in its session on 23 March 2011, subject to the favourable
opinion of the Internal Audit Committee resolved that the maximum
number of positions that each Director can hold in listed companies
is 10, including the one held in ACEA, so that maximum availability
to carry out the role is ensured.
The nature of Directors’ responsibilities requires that they have
sufficient time to pursue their duties: the nature and number of
other positions held by serving Directors must permit them to
perform their duties to the best of their ability.
All the Directors in office, appointed by the General Meeting on
15 April 2013, on registration of the lists and, subsequently, on
accepting the appointment, revealed any other positions held.
According to the latest communications received by the Board of
Directors in implementation of resolutions passed, on 10/03/2014
all Directors held a number of positions compatible with the
maximum number resolved by the Board.
Chart 1 enclosed with this Report contains a list of director or
auditor positions held by each Director in other companies listed on
regulated markets, including foreign markets, in financial, banking,
insurance or large companies.
4.3 ROLE OF THE BOARD OF DIRECTORS
The Company Board of Directors plays a central role in corporate
governance and is responsible for the strategic and organizational
functions of the Group companies. In consideration of its role, the
Board of Directors meets on a regular basis and operates in order
to ensure that it carries out its functions as efficiently as possible.
More specifically, in accordance with the law, the Articles Of
Association and the Guidelines of the Internal Control and Risk
Management System approved 20 December 2012, the Board of
Giovanni Giani: born in Lecco on 14/01/1950, engineer, manager with
vast international experience in the development of business and
managing public service companies and in the industrial sector,
Chairman and Chief Executive Officer of Ondeo Italia SpA, Suez
Environnement’s Italian Holding.
Appointed from list No. 3 presented by Ondeo Italia SpA, owner of
6.524% of the share capital at the date of the appointment meeting
(list containing No. 1 Giovanni Giani, No. 2 Diane D’Arras, No. 3
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Directors has the following duties:
• to establish the strategic and general management guidelines
and development areas for the Company; the economic and
financial co-ordination of Group activities by approving longterm strategic plans providing guidance on Group development,
investment plans, financial plans, and annual budgets; making
and disposing of equity investments, excluding intragroup
transactions;
• to define the nature and level of risk that can be taken in
accordance with the strategic goals of the Company;
• to approve and change internal regulations for the Company’s
general organisational structure, the Group’s macrostructure
and any significant changes;
• to appoint the General Manager;
• to establish specific Board Committees, appoint the members
and establish the duties when approving the respective
organisational rules;
• to adopt the Organisation and Management Model pursuant to
Italian Legislative Decree 231/2001 and appoint the Supervisory
Body;
• to designate directors and auditors for significant subsidiaries,
within the scope of ACEA’s responsibilities; those listed
on regulated markets and those which require capital
commitments, shareholder financing or guarantees of over 10
million euros;
• to attribute and revoke CEO delegations, defining their limits and
methods;
• to reserve and exercise authority on behalf of Acea and its
subsidiaries for amounts of over 7.5 million euros if in line
with the budget, and over 1 million euros if not included in the
budget;
• to establish, upon proposal by the appropriate Committee and in
consultation with the Board of Auditors, the remuneration of the
Chairman, the CEO and the other Directors with specific duties,
and the amount due to the members of the Board Committees,
and payment for top management taking strategic decisions;
• to define, subject to the opinion of the Risk and Control
Committee (hereinafter also “RCC”) details of which can be
found in chapter 10, the guidelines for the Internal Control and
Risk Management System in such a way that the principal risks
to which Acea and the main Group companies are exposed are
correctly identified, and adequately measured, managed and
monitored;
• to assess the adequacy of the ACEA organisational,
administrative and accounting structures and its strategic
subsidiaries, with particular reference to the Internal Control and
Risk Management System (hereinafter also referred to as the
“System”);
• to assess general performance (art. 2381 of the Italian Civil
Code), in particular taking into consideration information
received from delegated bodies, as well as periodically
comparing the results achieved with those budgeted;
• to appoint and dismiss:
- the Head of the Audit Department, subject to the approval of
the RCC, on proposal of the Director in charge of the Internal
Control and Risk Management System, and having consulted
the Board of Auditors, ensuring that he or she has adequate
resources to meet responsibilities and establishing remuneration
in accordance with company policies;
- a Chief Financial Officer, if the general meeting has not
provided for this and considering the Board of Auditors’
judgement, (as per Articles of Association art. 22-ter) and
supervise the adequacy of the CFO’s powers and resources for
exercising their duties;
• to approve, on an annual basis, the work plan of the Head of the
Audit Department, having consulted with the Board of Auditors
and the Director in charge of the Control System;
• to evaluate, in consultation with the Board of Auditors, the
results provided by the external auditors in any suggestion letter
and in the report on the fundamental issues that emerge during
the external audit;
• to evaluate, on an annual basis, the adequacy of the Internal
Control and Risk Management System with respect to the
Company’s characteristics and in accordance with the risk
profile assumed, and illustrate the main characteristics of the
Control System in the Corporate Governance Report, expressing
its assessment, subject to the opinion of the Risk and Control
Committee on its adequacy;
• to establish corporate procedures for personal or confidential
third-party data processing (in accordance with Italian Legislative
Decree 196/2003);
• to adopt the procedures necessary to protect the health of
workers and appoint parties to oversee occupational safety (in
accordance with Legislative Decree 81/2008);
• to promote continuous dialogue with shareholders founded on
the reciprocal understanding of roles;
• to take initiatives aimed at favouring the broadest possible
participation of shareholders in general meetings and facilitating
the exercise of shareholder rights;
• to make a self-assessment of the function of the Board and
its Committees, including with respect to their size and
composition, at least once a year;
• to evaluate the independence of its non-executive members, at
least once a year.
THE BOARD OF DIRECTORS HAS PERFORMED THE AFORESAID TASKS IN
THESE WAYS, AMONG OTHERS:
• evaluated general performance during 2013, when preparing the
accounting reports (draft financial statements for the year and
consolidated financial statements as of and for the year ended
31/12/2012; half-year financial reports; intermediary directors’
report for the 1st and 3rd quarter of the financial year), in
particular taking into consideration information received from
delegated bodies, as well as periodically comparing the results
reached with those planned;
• resolved to amend the Articles of Association to reflect the
regulations introduced by Law 120/2011 regarding gender
balance, introducing the general principle of compliance with
prevailing Law into articles 15 and 22, with respect to the
composition and replacement of the Board of Directors and the
Board of Auditors;
• appointed Head of the Audit Department.
On 10/03/2014, the BoD:
evaluated the adequacy of the Internal Control and Risk
Management System, as well as the adequacy of the organisational,
administrative and general accounting structure of the Company
and of the subsidiaries of strategic importance, considering Acea’s
Control System to be suitable as a whole to pursue company
objectives.
carried out, as an integral part of the aforesaid evaluation
process, a self-assessment of the composition and operations of
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the Board and its internal Committees. This evaluation regarded
the independence, structure and composition of the Board of
Directors, the operations of the Committees and the Board and the
information flows received by the Board and by its Committees in
exercising their functions. The Board of Directors hired a specialized
auditing firm, as described in greater detail below.
FUNCTION
In compliance with the terms provided for by law and with the
timetable, the Board meets regularly, organising itself and operating
to guarantee it will effectively and efficiently perform its functions.
During 2013 the Board of Directors held 12 meetings, each lasting
about 2 hours and 45 minutes on average, with the regular
participation of the directors and the attendance of the Board of
Auditors.
The participation of each director in the Board meetings is reported
in Table 2.
For 2014, four BoD meetings to approve financial reports for the
reporting period have been planned and communicated to the
market. To date, 3 meetings have been held.
The Board works in accordance with an Operations regulation
which has been in effect since 22 April 2003, and governs the
methods for guaranteeing timely and complete pre-meeting
disclosures; the regulation provides that resolution proposals and
disclosures should be sent to the company secretariat, together
with all the useful documentation checked by the General Manager
and the Managers for the specific subjects, at least 10 calendar
days before the date set for the Board’s session. The segment
then submits these without delay to the CEO for approval, for the
purpose of drafting the Agenda.
At least 6 days before the date set for the Board’s session,
the company secretariat submits the resolution proposals and
disclosures along with the draft Agenda, already seen by the CEO,
to the BoD Chairman for approval.
The Chairman draws up the Agenda, also with proposals and topics
within his sphere of responsibility, which, at least 3 days before
the date set for the Board session, is transmitted to the individual
Directors and to the members of the Board of Auditors, together
with all of the documentation prepared by the Company’s units.
Company (or Group company) managers or consultants may be
invited to discuss the points of the Agenda, but they must exit the
meeting before the Board makes a resolution.
BOARD OF DIRECTORS AND COMMITTEE EVALUATION
The Board of Directors, in accordance with the provisions of the
application criteria established by 1.C.1 lett g) of the Corporate
Governance Code, must at least once a year assess the size,
composition and performance of the same Board and its
Committees (“board evaluation”), autonomously or through an
external independent consultant; in Acea, this process has always
been performed in-house by previous BoDs.
The new Board, in accordance with the “2013 Annual Report and
the Corporate Governance Code” published by the Corporate
Governance Committee on 9/12/2013, on the basis of a proposal by
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independent consultants, decided to hire an external consultant to
perform the “Board evaluation”, for the duration of its 3-year term.
The consultant, Egon Zehnder, is a major consulting firm, an
expert with many years of experience meeting independency
requirements, who has not been contracted for other work in 2013
by Acea.
The consultant’s activities involve the evaluation of the Board and
Committees, in accordance with the best international practices;
the 3-year term is intended to be suitable for establishing actions
that could be taken in this term; in particular, in the first year, all the
operating areas of the Board were assessed to find any areas that
could be improved in the future.
The Board evaluation, in particular, as well as assessing the level of
adhesion of the Board to the principles and behaviour defined in the
Regulation of the Board itself and the Corporate Governance Code,
also evaluates the benchmarking compared to the best practices
in Italy and abroad, focusing on finding the most suitable action to
take to improve the Board’s performance.
The process used in the evaluation is essentially based on gathering
various personal opinions in interviews performed using both a
questionnaire and in open talks with each single Board Member
and the Chairman of the Board of Auditors, the data from which is
then processed by the consultant.
The questions in the questionnaire and in the Board Member
interviews are focused on various aspects of Board and Committee
performance, such as:
– suitability of the size and composition of the Board, allowing for
the professional characteristics, competence and the specific
experience of its members;
– the role of the Board when examining strategies and evaluating
performance in general;
– agendas and Board meetings;
– information flow and quality;
– the atmosphere in the Board and in relations with the
Management;
– the role, competence and performance of the Board
Committees;
– relations with the Board of Auditors and Supervisory Body.
Egon Zehnder, in the 3 March Board meeting, presented the results
of the evaluation made during the first year as shown below.
On the basis of the comments and a comparative analysis, he
expressed a positive opinion on Compliance, with the Corporate
Governance Code.
All the board members were satisfied with the work done by
the Board and the following main areas of excellence were
found: atmosphere in the Board and the spirit of constructive
collaboration; statements and involvement of the Board when
defining Acea strategy; the flow of information and the quality of
presentations, for knowledgeable and well-structured responsibility
in decision-making.
Furthermore, on the basis of the consultants conclusions, the
following areas of possible improvement were found: more
extensive and well-structured analysis of the main risk factors,
coherent information and Board follow-up; more in-depth
knowledge of some human resource themes; regular training in
relevant sectors for Acea (also online) and on governance.
As for the areas of improvement, it will obviously be necessary
to involve the operating management, to pursue constructive
improvement on the basis of the consultant’s indications.
As for the Committees, the size and composition were held to be
appropriate by most Board members.
4.4 DELEGATED BODIES
CHIEF EXECUTIVE OFFICER
In compliance with art. 20 of the Articles of Association, the Chief
Executive Officer is delegated all powers of ordinary management,
signature, legal and court representation as well as powers held by
proxy, within certain limits.
The Chief Executive Officer reports to the Board of Directors and
the Board of Auditors at least once every quarter and in any case
at the Board meetings, on the activities concerning the Company’s
operating review, and any acts passed by proxy, in accordance with
art. 20.1 of the Articles of Association. The Chief Executive Officer is
currently also the General Manager.
As decided at the BoD meeting of 16 April 2013, the Chief Executive
Officer will:
• perform his duties based on long-term plans and annual budgets
approved by the Board and assuring and verifying compliance
with operating guidelines. Those powers have been delegated
to the Chief Executive Officer for ACEA and its subsidiaries,
with respect to transactions of 7.5 million euros or less (tender
contracts, purchases, leases, disposals, participation in tenders,
etc.) if in line with the budget and up to 1 million euros if it is
outside of the budget; for Group subsidiaries working in the
electrical energy and gas markets, the CEO’s powers include:
i) issuing guarantees or other sureties for up to 12 million
euros if budgeted and up to 2 million euros if not budgeted; ii)
issuing all guarantees or other obligatory sureties to the AEGG
[Italian Electric Energy and Gas Authority], GME [Energy Market
Manager], Terna SpA and the Single Buyer;
• organisational and procedural implementation of the Parent
Company’s operations in compliance with guidelines approved
by the Board of Directors;
• preside over and coordinate the Management Committee, a
Consulting Committee that is comprised of Company managers,
and is responsible for monitoring the Group’s operating
performance and individual business areas, as well as any failure
to meet targets;
• ensures the correct management of corporate information.
Please refer to chapter 5 “Market Disclosures of Company
Information” for more details.
• Furthermore, with resolution of 16 April 2013, the CEO was
granted the role of executive director responsible for supervising
the operations of the Internal Control and Risk Management
System, with the duties indicated in paragraph 10.
CHAIRMAN
Pursuant to art. 20 of the Articles of Association, the Chairman is
the Company’s legal representative and signatory and, furthermore,
may convene and chair Board and General Meetings.
With a resolution on 16 April 2013, the Board delegated certain
institutional policy and control duties to the Chairman, granting him
the corresponding management delegations, in particular:
• monitoring Group operations and verifying the implementation
of Board resolutions and corporate governance rules;
• verifying corporate activities and procedures with respect to the
quality of services provided and received, environmental impact
and social sustainability;
• supervising the BoD secretariat and all related activities,
including the co-ordination of the Board secretariats of
subsidiaries.
The BoD’s activities are co-ordinated by the Chairman, who calls
board meetings, sets their agendas and chairs the meetings,
ensuring that the directors have all the documentation and
information necessary in a timely manner, except in necessary or
urgent cases, so the Board can express a knowledgeable opinion on
the subjects submitted.
JOINT POWERS OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
With a BoD resolution on 16 April 2013, joint proxy was also granted
to the Chairman and the CEO, in the event of proven urgency and
necessity, with the right to implement acts normally reserved to the
BoD regarding contract work, purchases, company transformation,
participation in tenders and issuing guarantees when urgency does
not allow time to call the BoD. In the first subsequent meeting the
Chairman and CEO are required to inform the Board, which shall
verify the requirements of necessity and urgency were fulfilled) to
appoint the members of the Board of Auditors and the members
of the Board of Directors of Subsidiaries, and most significant
associated companies, intended as the following:
a) listed on regulated markets or with publicly traded shares
pursuant to art. 116 of Legislative Decree 58\98 of the
Consolidated Finance Act;
b) that require capital commitments, shareholder loans or
guarantees of more than 10 million euros.
In addition, the Chairman and the CEO will appoint the members
of the Board of Auditors and the Boards of Directors of Acea
S.p.A. Group Companies that are not considered to be the “most
significant”
BOARD DISCLOSURES
Pursuant to art. 20 of the Articles of Association and in compliance
with legal dispositions, the BoD, as well as the Board of Auditors,
shall receive constant and exhaustive disclosures from the
Chairman and the CEO regarding activities carried out while
exercising proxies, reported at least on a quarterly basis in a
dedicated report regarding the general business performance
and its foreseeable outlook. In particular, for all of the more
important transactions carried out in the context of their own
powers (including therein any atypical transactions or related party
transactions, whose approval is not reserved to the BoD), the Chief
Executive Officer and the Chairman shall refer to the Board about
the characteristics of those transactions, the subjects involved and
any relation to the Group, the methods of determination and the
related economic and equity effects.
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4.5 OTHER EXECUTIVE DIRECTORS
There are no other executive directors.
4.6 INDEPENDENT DIRECTORS
As at 31 December 2013 and to date, there are 5 independent nonexecutive directors in the Board of Directors, specifically: Andrea
Peruzy, Paolo Di Benedetto, Antonella Illuminati, Diane D’Arras and
Maurizio Leo (cf. table 2).
The procedure followed by the Board to verify independence
dictates that the Director must declare the requirement has been
met when presenting the list as well as at the time of accepting
the appointment, to be verified by the Board of Directors in the first
meeting following the appointment. The independent director must
also promptly inform to the Board of Directors if this requirement is
no longer met.
The directors were assessed as independent pursuant to law and
art. 3 of the Corporate Governance Code.
No parameters other than those set out in the Corporate
Governance Code were used in the evaluation of Director
independence requirements.
Therefore, based on the information provided by the individual
subjects concerned or in any case available to the Company,
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immediately after appointment, and most recently, in March 2014,
the Board of Directors certified that independence requirements in
the Corporate Governance Code were met by the above mentioned
Directors.
The Board of Auditors, in compliance with the provisions in art. 3 of
the Code, checked that the criteria and procedures adopted by the
Board of Directors to assess the independence of its members had
been correctly applied.
The Independent Directors met during the year and expressed their
own independent evaluation on the BoD’s operations, judging its
organisation to be positive, furthermore expressing appreciation
for the comprehensive organisational structure of the ICRMS, the
general performance of business and management independence.
4.7 LEAD INDEPENDENT DIRECTOR
On 10/03/2014, as in previous years, the BoD confirmed that the
requisites set forth by the Code of Conduct for appointing a lead
independent director are still unfulfilled, taking into account that
the Chairman of the Board does not hold the main role of company
manager (chief executive officer) nor do they have a controlling
interest in the company’s share capital.
5. MARKET DISCLOSURES OF COMPANY INFORMATION
Since September 2006, upon proposal of the CEO, ACEA’s BoD
adopted a Regulation for the internal management and market
disclosure of company documents and information, which can be
consulted on www.acea.it (in the corporate governance section),
which:
• establishes the methods for processing and distributing
company information within the Group;
• establishes the confidentiality obligations for the Company’s
employees who come into possession of information, the
imprudent dissemination of which could be damaging to the
Company’s and/or its shareholders’ assets; establishes the
Company’s obligation, in certain circumstances, to provide
timely and full information to the markets;
• The regulations also govern announcements of Price Sensitive
information in order to avoid distortions and misstatements
A list of persons who have access to Privileged Information has
been kept since the same year, as per art. 115-bis of the Italian
Consolidated Law on Financial Intermediation (TUF). Privileged
Information for these purposes is defined as information, pursuant
to art. 181 of the TUF, which is not in the public domain, and relates
directly or indirectly to ACEA and/or its Subsidiaries and that,
if made public, would have a material effect on the price of the
Company’s shares.
In addition, an Internal Dealing Code was adopted in compliance
with the provisions of art. 114 par. 7 of the TUF which, on the
request of relevant parties who assign the relative task, ACEA may
make legal notifications on their behalf regarding transactions on
financial instruments related to the Company which they have
carried out or which people closely related to them have carried
out, if these transactions, where the amount is equal to or higher
than 5,000.00 (five thousand/00) euros by 31 December of each
year; the transactions where the total amount does not reach more
than 5,000.00 (five thousand/00) euros by the end of the year are
not communicated after each notification.
6. BOARD COMMITTEES
(IN ACCORDANCE WITH ART. 123 BIS, PAR. 2, LETT. D) TUF)
The BoD has set up two internal Committees with proposal and
consulting functions: the Risk and Control Committee and the
Appointment and Remuneration Committee.
These committees consist of at least three non-executive directors,
the majority of which are independent, appointed by the Board of
Directors, which selects the Chairman of the Committee from the
independent directors.
The composition, duties and functioning of the committees are
regulated by specific regulations, approved by the BoD.
The BoD also created the Related Party Transactions Committee
pursuant to Consob Resolution No. 17221 of 12 March 2010 as
amended, and on the basis of the provisions of the “Related Party
Transactions procedure” adopted by the Company and briefly
described in paragraph 11 of this report.
The Related Party Transactions Committee, consisting of at least
three independent Directors, has power and duties to perform
examinations, make proposals and provide advice to evaluate the
make decisions on Related Party Transactions, whether of little
relevance or significant.
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7. APPOINTMENT AND REMUNERATION COMMITTEE
IThe Appointment and Remuneration Committee comprises five
directors as of 31 December 2013, all non-executive, four of whom
are independent as follows: Paolo Di Benedetto (Independent
chairman), Andrea Peruzy, Antonella Illuminati, Maurizio Leo and
Giovanni Giani (non-independent).
The Board of Directors acknowledged the experience and
qualification in accounting and financial matters of Maurizio Leo.
The Committee held four meetings in 2013, the minutes of which
were kept, characterised by the regular participation of the
committee members. Each meeting lasted for about 1 hour 30
minutes.
Within the range of duties assigned to it, the Appointment and
Remuneration Committee makes recommendations and advises
the Board of Directors, monitoring application of the criteria and
decisions adopted by the Board.
The Committee also makes proposals and offers advice on
remuneration for directors with specific duties, the General
Manager and key personnel. The Committee also expresses
an opinion on wage policies and guarantees concerning Group
personnel presented by the Chief Executive Officer.
More specifically it:
1. proposes policies to the Board of Directors regarding
remuneration of directors and managers with key
responsibilities, promoting medium-long term sustainability,
in consideration of the fact that, for managers with key
responsibilities and when compatible, the fixed component
and the variable component must be adequately balanced in
accordance with the key objectives and the risk management
policies for executive directors or those with specific duties;
2. periodically evaluates adequacy, overall consistency and actual
application on the basis of information provided by the CEO,
making recommendations to the Board of Directors to that end;
3. presents proposals or expresses opinions to the Board of
Directors regarding the remuneration of the executive directors
and other directors with specific duties, setting performance
objectives for the variable component of their remuneration;
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4. expresses opinions to the Board of Directors on remuneration
policies for key directors;
5. monitors the application of the decisions made by the Board,
and more specifically checks they achieved their performance
goals;
6. submits the Remuneration Report to the Board, which the
directors will then present to the annual meeting.
The Directors cannot participate in Committee meetings in
which proposals to the BoD are formulated regarding its own
remuneration.
The Committee has access to the information required to perform
its duties, also through Corporate departments, and using external
consultants within the terms defined by the BoD.
In 2013, the Committee:
1. examined and approved the Annual Report on the activities
carried out by the Remuneration Committee;
2. examined and approved the Remuneration Report in accordance
with art. 123-ter of Legislative Decree No. 58 - 24 February 1998;
3. examined the proposal for remuneration in accordance with art.
2389, par. 3, of the Italian Civil Code for the Chairman and Chief
Executive Officer;
4. examined the new variable short-term Incentives Plan sending
a proposal to the BoD. This incentives plan uses another
economic-financial indicator, Net Profit, and the medium/longterm variable Incentives Plan – LTIP (Long Term Incentive Plan)
for 2013- 2015;
5. examined the draft Committee Operating Regulation, which was
subsequently approved by the Board of Directors;
6. evaluated the criteria for the selection, choice and remuneration
of two key directors, the new CFO and the Manager of the
Energy Segment.
8. REMUNERATION OF DIRECTORS
The fees received by the Directors and the comprehensive fees
received by Managers with key responsibilities over the course
of the financial year are shown in the document “Remuneration
Report” approved by the BoD on 3 March 2014, pursuant to art.
123-ter, paragraph 2 of the TUF.
Payment for the members of the Board of Directors is established
by the General Meeting, and additional payments for members of
the Committees with consulting and proposal functions established
within the BoD is set by the Board itself, upon proposal of the
Appointment and Remuneration Committee and acknowledging the
opinion of the Board of Auditors.
Specifically regarding the BoD currently in office, the General
Meeting of 15 April 2013 confirmed 36,152 euros annually
gross as the remuneration due to each Director, other than the
reimbursement of expenses necessary for carrying out the tasks of
their office.
The overall amount due to the Chairman and the CEO, in
accordance with art. 2389, par. 3, of the Italian Civil Code, by Board
of Directors resolution passed on 13 May 2013, on the basis of a
proposal from the Appointment and Remuneration Committee and
considering the opinion of the Board of Auditors, is essentially in
line with that of the previous term.
Details of the fixed and variable remuneration of the Chairman and
Chief Executive Officer, can be found in the Remuneration Report,
2013 - Section II, in accordance with art. 123-ter TUF.
Currently, a significant part of remuneration for Company Executive
Directors and Managers with key responsibilities is linked to the
economic results that the Company achieves and, possibly, to
reaching specific goals which are previously indicated by the Board
itself.
Non-executive directors’ remuneration is not linked to the
economic results achieved by the Company, and is commensurate
with the commitment required of them, and their participation in
one or more Committees; the participation in Internal Committees
with consulting and proposal functions will be paid with amounts
established by the BoD, upon proposal of the Appointment and
Remuneration Committee and in association with the Board of
Auditors. None of the non-executive Directors participates in share
incentive plans.
The rules for the variable part of the Long Term Incentive Plan are
confirmed, as on 11 June 2013 the Board of Directors accepted
the proposal put forward by the Appointment and Remuneration
Committee on 6 June 2013 to renew the plan for the 3-year period
2013-2015.
In short, the monetary type scheme that envisages a cash payment,
calculated as a percentage of Gross Annual Remuneration, to be
paid at the end of the reference period in accordance with the
achievement of pre-established economic and financial targets, was
confirmed. The aim of the Plan was also confirmed, in other words
to provide an incentive for management to pursue the economic/
financial results of the Group in the shareholders’ interest.
The current payment system is described in detail in the abovementioned “Remuneration Report”.
In short the remuneration system currently provides for the fixed
part of the remuneration to be combined with a significant part of
the remuneration linked to achieving specific performance targets,
as expressly required by the Corporate Governance Code.
The Long Term Incentive Plan (LTIP) actually envisages a
postponement mechanism for the entire bonus with respect to the
time of accrual, for a timescale deemed suitable and in line with the
company’s risk profile: the bonus may be disbursed at the end of
the three-year reference period on achievement of the economic
financial objectives pre-set in the Plan.
This policy is illustrated in detail and adopted as part of the
mentioned “Remuneration Report”, which will be available on
the web site www.acea.it and subject to advisory vote of the
Shareholders’ General Meeting which will be called to approve the
2013 financial statements in June 2014.
DIRECTOR INDEMNITY IN THE EVENT OF RESIGNATION,
DISMISSAL OR TERMINATION OF CONTRACT FOLLOWING A TAKE-OVER BID
(ART. 123 BIS, PAR.1, LETT I, TUF)
The information required by article 123-bis, paragraph 1, letter i)
of the TUF concerning agreements between the Company and
Directors, which include indemnity for the same in the case of
resignation, dismissal or termination of contract following a takeover bid can be found in the Remuneration Report – 2013 – Section
I (published in accordance with art. 123-ter of the TUF).
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9. RISK AND CONTROL COMMITTEE
The Risk and Control Committee assists the Board of Directors,
making sure the Board of Directors has all the necessary
information for evaluations and decision-making concerning the
Internal Control and Risk Management System, and to approve
periodic financial reports.
The Committee consist of at least three non-executive directors,
the majority of whom are independent. The Chairman of the
Committee is elected from amongst the independent directors.
At least one member of the Committee has adequate accounting
and finance or risk management experience, to be evaluated by
the Board of Directors when said member is appointed.
The members and the Chairman of the Committee are appointed
by the Board of Directors.
The Committee members hold office for the same term as the
Board of Directors that appointed them. The Committee members
are dismissed by the Board of Directors if they do not meet
independence, non-executive and reputation requirements.
In the performance of its duties, the Committee has the right
to gain access to information and contact any corporate
departments necessary to perform said duties with the help
of the corporate structure on the basis of their fields of
competence, and also have recourse to external consultants
within the limits of the annual budget allocated by the Board of
Directors. The consultant should be chosen avoiding any possible
conflict of interest and without appointing subjects who provide
services to the company of such key strategic nature that this
would compromise the consultant’s independent judgement.
The Committee can ask the Audit Department to audit specific
areas, informing the Chairman of the Board of Auditors, the
Chairman of the Board of Directors and the Director in charge
of the Internal Control and Risk Management System, except in
cases in which these are subject to audit.
The Chairman of the Board of Auditors or another auditor
appointed by the same, participates in the work of the
Committee. The Head of the Audit Department also usually
participates at the meetings. The Director in charge of the
Internal Control and Risk Management System, the Chairman of
the Board of Directors and the other auditors also participate.
Furthermore, when requested by the Chairman of the Committee,
other Board members or managers may also participate, to
provide information and express their opinions when pertinent.
The Committee performs examinations for and gives opinions to
the Board of Directors in order to:
• define guidelines for the Internal Control and Risk
Management System so the principal risks to which ACEA
S.p.A. and its subsidiaries are exposed are correctly identified,
and adequately measured, managed and monitored;
• determine the criteria of compatibility of said risks with a
management coherent with the strategic goals established;
• evaluate, at least once a year, the adequacy of the Internal
Control and Risk Management System with respect to the
Company’s characteristics and in accordance with the risk
profile assumed, and the effectiveness of the same;
• approve, at least once a year, the work plan of the Head of
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the Audit Department, having consulted the Board of Auditors
and the Director in charge of the Internal Control and Risk
Management System;
• describe the principal characteristics of the Internal Control
and Risk Management System in the annual Corporate
Governance Report, evaluating the overall suitability of the
same;
• evaluate, in consultation with the Board of Auditors, the
results provided by the Auditing Firm in any suggestion letter
and in the report on the fundamental issues that emerge
during the external audit;
• upon proposal by the Director in charge of the Internal Control
and Risk Management System drawn up with the Chairman
of the Board of Directors, and having consulted the Board of
Auditors, concerning the appointment and dismissal of the
Head of the Audit Department, establishes the remuneration
of the same in accordance with company policies, ensuring
that adequate resources have been assigned to meet
responsibilities.
Furthermore, the Committee assists the Board of Directors:
• assesses the correct use of accounting criteria for the
preparation of the periodic financial statements jointly with
the Chief Financial Officer, the external auditor and the Board
of Auditors;
• assesses opinions for the Board of Directors on specific
aspects inherent to identifying principal business risks;
• examines the periodic reports that regard the evaluation of
the Internal Control and Risk Management System and any
significant reports issued by the Audit Department;
• monitors the independence, adequacy, efficiency and
effectiveness of the Audit Department.
The Committee comprises five directors as of 31 December
2013, all non-executive, four of whom are independent as
follows: Maurizio Leo (Independent chairman), Andrea Peruzy,
Antonella Illuminati, Paolo Di Benedetto and Giovanni Giani (nonindependent).
The Director Maurizio Leo has accounting and finance experience
which was retained adequate by the Board when he was
appointed.
In 2013, the Committee held 8 meetings, characterised by
the regular participation of the committee members and the
Chairman of the Board of Auditors. Each meeting lasted for
about 1 hour 20 minutes. Of these, 4 were held with the Board of
Auditors.
Upon invitation by the Committee, other parties also attended to
explain single points of the agenda.
In 2013, the Committee performed its duties as set out in the
Corporate Governance Code and the internal Regulations,
amended and approved by the Acea BoD on 11 June 2013; it
had meetings with the managers of the Industrial Areas and
the Corporate Departments regarding the performance of the
Business units, and with the Head of the Audit Department with
respect to the Internal Control and Risk Management System.
The Committee had access to the information and company
Departments necessary for performing its duties and did not
believe it was necessary to make use of external consultants
despite the fact this is specifically provided for with respect to
the Internal Control and Internal Auditing systems, accounting,
legal and tax standards, or other types, if necessary to carry out
its duties.
The Board of Directors confirmed the allocation of an annual
budget of 25,000.00 euros for the Committee in order to enable
it, where necessary, to hire external consultants to support the
activities of each Committee.
10. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
ACEA’s Internal Control and Risk Management System (hereinafter
Control System), an essential element in the Group Corporate
governance system, is a process that is based on the best practices
and standards of the Corporate Governance Code and comprises
a set of rules, policies, procedures and organisational structures
aimed at permitting the identification, measurement, management
and monitoring of the main risks, in order to identify potential
events that could influence the achievement of the corporate
goals, and to manage risk within acceptable limits. This system
is integrated into the more general organisational and corporate
governance structure adopted by Acea SpA.
Upon proposal of the Chairman, with the support of the Risk and
Control Committee (previously the Internal Audit Committee), the
Board of Directors approved the “Guidelines for the Internal Control
and Risk Management System” in its meeting on 20 December
2012 which amends the previous “Guidelines of the Internal Audit
System” to bring them in line with the new edition of the Corporate
Governance Code, with the aim of:
• providing guidelines to the various parties implementing the
Control System in order to ensure that Acea and its subsidiaries
act consistently with the risk profile identified by the Board of
Directors and are able to manage any events that could prevent
the corporate goals from being achieved;
• providing guidelines to ensure coordination between the
departments in the Control System;
• identifying the standards and responsibilities for governance,
management and monitoring of the risks related to the company
business.
In 2013, in accordance with the principles of previous Guidelines
governing the Internal Audit System, the Company continued to
improve both the control environment and the supervision and
monitoring of risks.
On 18 December 2013 the Board of Directors passed a resolution
to revise the Organisation and Management Model pursuant to
Italian Legislative Decree 231/01, which aims to manage the risk
of crimes and administrative offences that could theoretically be
committed within the scope of Company activities, and which
constitutes one of the essential elements of the more extensive
ACEA Control System, a number of instruments necessary or
useful for establishing guidelines, managing and verifying corporate
activity, to ensure observance of the law and corporate procedures,
protect company assets, manage activities in the best and most
efficient way and provide accurate and complete accounting and
financial data.
COMPREHENSIVE INTERNAL CONTROL
AND RISK MANAGEMENT SYSTEM
A) ROLES AND TASKS OF VARIOUS CONTROL SYSTEM PARTIES
The governance and implementation of the comprehensive
Control System require the involvement of parties with different
business roles (governance and control bodies, business structures,
management and employees).
For a description of the roles and tasks of the Bodies, please see
the specific sections of this report (BoD, Internal Committees, CEO,
Head of Audit Department, CFO, Supervisory Body).
The role of the Ethics Committee is described in paragraph 17,
“Further corporate governance procedures.”
The Group’s management has the responsibility to define,
implement and maintain an effective risk management process
that is able to carry out plans and reach strategic objectives. In
their daily operations, Acea S.p.A.’s Industrial Areas and Corporate
Departments are each specifically responsible on a daily basis for
taking actions to reach expected business goals and manage the
related risks.
Employees have the responsibility to work in compliance with
internal and external regulations, procedures and management
directives, and, also with the support of appropriate training
courses, to increase their skills and professionalism necessary for
effectively carrying out controls, as defined in the Internal Control
System
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B) RISK MANAGEMENT SYSTEM
The ACEA risk management system provides for distributed
responsibility and involvement of parties at every level of the
organisation.
More specifically, the risk management process implemented
in ACEA includes the identification, evaluation, mitigation and
monitoring of risks.
• Identification: given the specificity of the business and its sector,
the risk categories which are most relevant for the Group are
identified, and an internal risks taxonomy is defined.
• Evaluation is based on measuring the impact and probability
of occurrence of the events which may generate risks and
opportunities for the company and uses a structured Control
Risk Self-Assessment (CRSA) model with the goal of defining the
main risks, the intervention priorities and mitigation policies to
bring residual risk back to a level which is considered acceptable
by the top management. The management of the business units
participates actively in the evaluation process, coordinated
by the Head of the Audit Department. As well as qualitative
evaluation, specific indicators have been introduced (ex. PAR
and VAR) for certain risk types, such as those deriving from the
purchase and sale of commodities.
The controls are arranged in three complementary levels:
First level controls, aimed at ensuring the correct execution
of business processes in order to prevent and manage risks
by opportune mitigating actions, carried out by the regular
operational structures.
Second level controls, aimed at verifying that the controls
defined for carrying out business operations are effective
and operative through continuous monitoring activities with
the purpose of ensuring that the risk mitigating actions are
adequately identified and implemented within the organisation
by those responsible for implementing them.
Third level controls, assigned to the Audit Department, consist
of independent assessments on the design and function of the
comprehensive Control System, and on the monitoring of the
implementation of improvement plans defined by management.
The Audit Department reports on a hierarchical basis to the
Board of Directors and is not responsible for any operational
activities. It reports to the Chairman, the CEO, the Risk Control
Committee and the Board of Auditors on the function, adequacy
and effectiveness of the Control System. The Audit Department
follows a work plan drawn up using risk–based methods,
approved by the Board of Directors, after consulting the Board of
Auditors and the Director in charge of the Internal Control and
Risk Management System.
C) CONTROL SYSTEM QUALIFYING ELEMENTS
CONTROL SYSTEM PERVASIVE ELEMENTS
A fundamental highlight of Acea’s control system are the pervasive
elements which make up the infrastructural foundation of the
system itself; among these the following aspects are particularly
worthy of note:
the definition of ethical values and criteria of conduct, which should
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inspire the behaviour of employees and all those who operate in
pursuit of the company’s goals, is ensured by the provisions of the
new edition of the Code of Ethics approved by the BoDs of Acea
SpA and its subsidiaries in 2012 and communicated within and
outside the company;
• the roles and responsibilities as well as relations between
corporate Departments are clearly defined within the adopted
organisational structure, signatory powers and internal
delegations are consistent with the hierarchical level, the
supervised organisational unit and the assigned goals.
• To this end, organisational charts and other organisational
devices, the organisation and management model as per
Italian legislative decree 231/01, business procedures and the
delegations and powers system are formalised, updated in a
timely manner and adequately distributed and communicated.
CENTRAL MONITORING SUPERVISION FOR PARTICULAR RISK CATEGORIES
Central monitoring supervision for particular risk categories Central
monitoring supervision for particular risk categories represents the
method by which it is possible to view risks and the related control
systems across different internal processes within the Group. The
main areas subject to central monitoring supervision are described
below.
• Financial risks. The approach of the Acea Group to managing the
interest rate risk is based on the type of asset structure and the
stability of the Group’s cash flow; the activity, entrusted to the
Administration, Finance and Control Department, is therefore
essentially prudent and aims to hedge borrowing costs and
stabilise cash flows deriving from ordinary activities. The primary
objective, considering the needs expressed in the strategic
plan, is the optimisation of the Group’s borrowing costs and
the related limitation of the effects caused by the exposure to
the interest rate risk while identifying the optimal combination
between fixed and variable rates. The risk appetite and the
related limits are defined by the Board of Directors, through the
approval of the single financing operations affecting the interest
rate risk and any hedging transactions.
• Market risks. With regard to the commodity risks of the Energy
Segment, 2013 was marked by the development of a control
model, and the continuously monitoring of exposure to risk by
the Energy Segment Risk Operational Committee, headed by the
General Manager.
• Credit risk. The company adopted a “Credit Policy” to control and
monitor the risk resulting from amounts due from customers; it
establishes the guidelines for managing trade receivables within
the Acea Group. The Credit Management Unit operates within
this scope, as part of the Administration and Control department
and also monitors the credit and outstanding trend for all Group
customers. This Unit has the task, among others, of:
– drawing up Group credit management policies, checking
the accurate implementation of credit and outstanding
management policies for all Group customers;
– proposing credit management actions to be taken to Group
Companies;
– managing and rationalizing Group debt collection.
• Safety and asset protection. The powers of the “Safety and
Protection” Department were established within the
macrostructure of the company. This department, in line with
Group strategy:
– defines and publishes corporate policies and strategies on
the Environment, Safety and Quality;
– defines and publishes Energy Management, energy saving
and cost control policies to guarantee the progressive
optimization of Group energy costs;
– develops and manages Environment, Safety, Quality and
Energy Management Systems for Acea and other Group
Companies;
– guarantees the definition and control of the implementation
of policies for occupational health and safety, the
environment, and the physical and logical protection of
company assets;
– guarantees the supplier qualification processes and ratings.
The Safety and Protection Department manager was also
assigned the role of Employee in accordance with Italian
Legislative Decree 81/08, Energy Manager and Management
representative for the Acea Certificates Management
Systems.
• Compliance risks as per Italian Legislative Decree 231/2001.
The Organisation and Management Model was adopted, a
description of which can be found in paragraph 10.3.
• Regulatory Risks. The main businesses of the Acea Group form
part of regulated segments, since they are based on the use
of networks and provide essential services. It is therefore of
fundamental importance to adequately supervise the regulatory
risks in order to pursue Group goals. The Regulatory Department
operates within the organisational structure of Acea SpA
with the aim of minimising the regulatory risk by monitoring
the evolution of the regulatory framework and identifying
the related consequences on the planned objectives and the
company processes. In addition, in agreement with the relevant
companies and Departments, the Regulatory Department
has the task of identifying the measures to be adopted to
valorise any opportunities, mitigate the effects of any negative
consequences, and ensure full compliance of the company
activities to the provisions of the Regulatory Authority.
• Financial Reporting process risks. The supervision of risks is one of
the responsibilities of the Chief Financial Officer (par. 10.5). The
Internal Control and Risk Management System over Financial
Reporting is described in the paragraph below.
RISK MANAGEMENT
AND INTERNAL CONTROL SYSTEM OVER FINANCIAL REPORTING
(ART. 123 -BIS, PAR. 2, LETT. B), TUF)
Within the sphere of the Internal Control System, the “Group
Management and Control Model pursuant to Law 262” is
particularly important as regards Financial Reporting, and it was
implemented when the Group’s Internal Control System was
adapted to what is required by Law 262/2005. More specifically, in
2007 Acea began implementing changes to meet the requirements
of Law 262/2005 planning an effective Group Internal Control over
Financial Reporting (ICFR) System, which is subject to continuous
improvement and adaptation to keep up with the evolution of
company activities, so the Chief Financial Officer (CFO) and the CEO
of Acea S.p.A. can issue the reports required by art. 154-bis of the
TUF.
This system is defined as the set of activities for identifying risks/
controls and defining specific procedures and tools adopted by
Acea to ensure with reasonable certainty that the objectives of
reliability, accuracy, integrity and timeliness as regards financial
reporting shall be reached.
The Model defines the guidelines, the methodological references
and the responsibilities for the establishment, evaluation and
maintenance of the ICFR.
The Model is developed under the assumption that the ICFR is
part of the broader Internal Control System (ICS), an essential
element of Acea’s corporate governance, and that the reliability of
the information communicated to the market on the company’s
position and results is a fundamental element for all stakeholders.
The Model consists of a set of documents, approved by Acea’s
Board of Directors on 20 February 2008 and distributed to the
Group companies, which define all of the fundamental aspects of
the system:
• CFO Regulation;
• Guidelines for Model implementation;
• Periodic Group reporting for implementing the information flow.
The Model is supplemented by a specific set of documents made
up, inter alia, of the Group’s accounting principles manual and the
Guide for closing the consolidated accounts, including detailed
operating instructions, with the goal of establishing a periodic flow
of financial information on standard and shared bases.
The Internal Control and Risk Management system has been
D) INFORMATION FLOW SYSTEM
To guarantee the continuous monitoring of the suitability and
performance of the Internal Control and Risk Management System,
and encourage an efficient exchange of information between
the various subjects operating within the scope of the system,
structured communication flows towards the top management,
Audit Department and the Supervisory bodies have been defined.
implemented in relation to the Group’s financial reporting, also
through subsequent adaptations, and in consideration of the
guidance provided by some category bodies regarding the CFO’s
activities, in particular:
Andaf Position Paper “The Chief Financial Officer responsible for
financial reporting”;
AIIA Position Paper “Internal Audit’s contribution in implementing
E) COMPREHENSIVE EVALUATION OF CONTROL SYSTEM ADEQUACY
a good Corporate Governance process and organising information
Please refer to paragraph 4.3 on the Board of Directors.
flow with the CFO”;
Guidelines issued by Italian Manufacturers’ Federation “Guidelines
for performing the CFO’s activities pursuant to art. 154-bis TUF.
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MAIN CHARACTERISTICS OF THE RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM IN
RELATION TO THE FINANCIAL REPORTING PROCESS.
The Model defines reference guidelines for instituting and managing
the administrative and accounting procedures system (so-called
activity/risks/controls matrices) for Acea and for the significant
consolidated companies for the purpose of Law 262 (companies),
regulating the main phases and responsibilities.
A) PHASES
Definition of the scope of analysis. Acea annually updates the scope
of analysis of the administrative-accounting control systems and
the monitoring of underlying processes to guarantee that this is
able to cover risks regarding the financial reporting of the most
significant account items within the consolidation perimeter.
The scope of the analysis is initially determined based on the effect
of each Group Company on the consolidated financial statements,
taking into account the relevance that significant accounts and
administrative–accounting processes linked with them have on
the same; subsequently the results of that analysis are integrated
with qualitative considerations to take into account both the Group
structure and the characteristics of specific financial statements
items.
Analysis of risks and process controls. The approach that Acea
has adopted identifies “key” points of risk and control, considered
significant with reference to the consolidated financial statements.
To this end, control objectives and the relative risks are defined for
each process and activity; or:
• assertion of financial statements: an element which needs to
be complied with in reporting company affairs for the purpose
of representing them in a true and correct way in the financial
statements;
• theoretical risk: risk identified at an “inherent level”, so, not
taking into account the existence and effective operation of
specific control techniques aimed at eliminating the risk itself
and at reducing it to an acceptable level;
• specific control objective: objective which must be guaranteed
by carrying out control activities.
Specifically, the financial statements considered within the Model
are:
• Existence and occurrence (the company’s assets and liabilities
exist at a certain date and the recorded transactions represent
events which actually occurred during a specific period);
• Completeness (all of the transactions, assets and liabilities to
be represented have been effectively included in the financial
statements);
• Rights and obligations (the company’s assets and liabilities
represent the company’s rights and obligations, respectively, at
a certain date);
• Evaluation and reporting (the assets, liabilities, net shareholders’
equity, revenues and costs are posted in the financial
statements at their correct value, in accordance with generally
accepted accounting principles);
• Presentation and disclosure (the financial statement items have
been correctly named, classified and described).
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The so-called key controls are identified for each specific risk/
control objective, required to assess the existing control systems
(manual/automatic controls; preventive/subsequent) in relation to
each material process, to meet control objective and effectively
mitigating the risk.
Evaluation of controls against identified risks. The evaluation of
the control plans in administrative and accounting procedures is
aimed at analysing how individual control activities are structured
and defined in relation to the objective of covering the risk of
committing errors in the financial statements. The evaluation is
performed on the basis of the goal the control aims to reach;
in other words, if the risk is mitigated (“adequate/inadequate”
control).
The so-called Lines of Business are responsible for evaluating
control plans, starting from the hierarchical level above the control
manager up to the Delegated Administrative Body level in the case
of Group companies.
The evaluation of control operations found within administrative
and accounting procedures is also in turn subject to specific
analysis by the Lines. Indeed, for controls whose design is evaluated
as adequate, it is necessary to proceed by evaluating their
operations (“operative/non-operative” control).
The control operation, certified by the Lines, is corroborated by
implementing independent monitoring through a CFO periodic
testing plan. The testing plan is defined according to priority and
rotation based on which a specific sub-set of controls to be tested
is selected for each reference period, in order to examine the main
controls used in the procedures.
The CFO implements a process to share and distribute the test
results so the management of reference can take the necessary
corrective actions in their own units.
Corrective actions plan. Where, based on the analyses carried out
by the lines, the “key” controls do not exist, are not documented
or are not carried out correctly according to company procedures,
the managers of the organisational unit involved up to the level
of the Delegated Administrative Bodies for Group companies shall
define and carry out a corrective plan, indicating the timescales and
responsibilities for taking corrective actions. The corrective plan
is submitted to the CFO in order to comprehensively evaluate the
system and co-ordinate the actions to take, and is updated every
six months by the responsible parties.
Comprehensive evaluation. So Acea’s CFO and CEO can issue the
statements required by art. 154-bis of the TUF, a system of internal
“chain” certifications, more extensively described in the following
paragraph, has been set up to ensure suitable internal formalisation
of responsibilities in terms of the adequacy and effective
application of administrative and accounting procedures, to prepare
and distribute the plan for corrective actions, where applicable, and
to update the procedures (see point b) Roles and Responsibilities).
The comprehensive evaluation is therefore based on a complex
evaluation process which considers:
• the evaluation of the design of existing controls and the
evaluation of their function, carried out by Acea’s management
and by the Delegated Administrative Bodies of the companies,
together with implementation of the corrective plans;
• the analysis of test’s results;
• the final analysis of areas for improvement which emerge with
reference to their importance in terms of financial statement
reporting.
Where it is retained necessary within the scope of the evaluation
process, the adopted methodology indicates that it is possible to
design and perform compensatory controls and checks. Significant
gaps which may emerge shall be reported to the supervisory
bodies, according to the methods in the CFO Regulation
B) ROLES AND RESPONSIBILITIES
The Model is based on the clear internal allocation of
responsibilities for planning, evaluating and maintaining the ICFR in
time, without prejudice to the CFO and Delegated Administrative
Body legal responsibilities. To this end, Reporting within the Acea
Group is based on an internal “chain” system of certifications
which has the goal of ensuring adequate internal formalisation
of responsibilities for adequacy and the effective application
of administrative and accounting procedures, monitoring the
corrective actions plan when applicable, and identifying in a timely
manner any changes in control which are the responsibility of the
Lines, and change factors/risks which emerged during the course of
normal process operations and could influence the ICFR’s adequacy.
The CFO and CEO evaluation process, based on which the financial
statements are issued according to the Consob model, therefore
includes internal reporting (reporting forms) by the Managers of
relevant Acea processes and by the Delegated Administrative
Bodies for the companies. Specifically, through Reporting, Acea
has regulated roles and responsibilities, activities to be performed
by each party involved, a calendar, instructions for filling out the
reporting forms and methods for updating administrative and
accounting procedures.
The Model has identified the main stakeholders in the financial
reporting process, other than the CFO and the Delegated
Administrative Bodies, with their relative responsibilities.
• The Controller performs and certifies the execution of controls
within the Controller’s scope of responsibility, according to
the methods and timing in the administrative and accounting
procedures, to the Subprocess Manager, providing the
informational basis of the reporting flow;
• The Subprocess Manager is the party responsible for a
correlated set of operating activities necessary for reaching
one specific control objective; he/she is responsible for the
comprehensive evaluation of the design and function of controls
in relation to the applicable subprocess; furthermore, he/she is
responsible for updating and ensuring the implementation of the
corrective actions plan.
• The companies’ 262 Administrative Referent represents the
Group companies’ reference point for all activities required
for ACEA’s CFO to issue the attestation; responsible for
consolidating all information received from the subprocess
managers and making the comprehensive evaluation of the
design and function of controls for reference companies,
submitting it to the company’s Delegated Administrative Body;
also responsible for guaranteeing the information flow to and
from the CFO.
• The companies’ Delegated Administrative Body is responsible
for evaluating the company’s control design and function and
sending the internal attestation to the CFO in the defined format,
together with the appropriately validated corrective actions
plan, moreover communicating any change factors/risks which
have occurred in the period of reference that could affect ICFR
adequacy.
Finally, with reference to the other governance and controls Bodies
within and outside the Group, Acea established a virtuous process
of information exchange from and to the CFO, structured and
formulated for the purpose of providing the bodies of the Internal
Control System with a comprehensive view, which is as extensive
as possible.
10.1 DIRECTOR IN CHARGE OF THE CONTROL SYSTEM
The Acea BoD identified the Chief Executive Officer as the person
in charge of the company and maintaining an effective Internal
Control and Risk Management System and gave the CEO the
authority to implement the guidelines of the Internal Control and
Risk Management System.
In 2013, the CEO, with the support of the Audit Department,
identified the main company risks, considering the business
areas Acea and its subsidiaries operate in, and implemented the
guidelines defined by the Board on 20 December 2012 providing
for the planning, implementation and management of the Control
System and continuously verifying its comprehensive adequacy,
effectiveness and efficiency. In addition, the CEO adapted the
system to the dynamics of the operating conditions and the legal
and regulatory context, and requested the Audit Department, while
informing the Board of Auditors and the Risk Control Committee,
check specific operational areas and compliance with the internal
rules and procedures in company operations.
10.2 HEAD OF THE AUDIT DEPARTMENT
At the proposal of the CEO, with the approval of the Risk and
Control Committee and having consulted the Board of Auditors,
with a resolution dated 18 December 2013, the BoD nominated
Liberata Giovannelli Head of the Audit Department defining
remuneration in line with company policies.
With approval of the Internal Control and Risk Management
System Guidelines dated 20 December 2012, the Head of the Audit
Department took on a central role in the coordination of the Control
System, to verify the suitability of the System, its performance both
continuously and to meet specific needs, and the support provided
by the CEO to identify and prioritize the main risks for Acea SpA
and its subsidiaries.
In addition, the Audit Department performs the general review of
the risk analysis process implemented by the second level control
structures in charge of specific risk categories, coordinating the
information flows of said structures, (see Chapter 10 “Internal
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Control and Risk Management System”).
The Board of Directors approved the Audit Department’s Work
Plan in a meeting held on 11 June 2013 and also verified the
adequacy of the resources attributed to the department to meet its
responsibilities.
The Head of the Audit Department, who has direct access to all the
information required to perform his/her duties, is not responsible
for operational areas nor subject to the hierarchical structure
of operational area Managers, reporting directly to the Board of
Directors.
The Audit Department performed the following activities in 2013 in
accordance with the duties described:
• both on a continuous basis and in accordance with specific
•
•
•
•
•
•
•
•
•
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necessities, and in compliance with international standards,
checked the effectiveness and suitability of the System through
an audit plan, approved by the Board of Directors and based on
a structured process of analysis and prioritisation of the main
risks for Acea SpA and its subsidiaries;
prepared regular reports containing adequate information on the
work done, on the suitability of the System, risk management
procedures, and compliance with the plans established to
reduce risk, and sent them to the Chairman of the Board of
Auditors, the Risk and Control Committee, the Board of Directors
and the CEO;
checked the reliability of the information systems including the
accounting systems within the scope of the processes included
in the audit plan;
supported the Supervisory Bodies of the subsidiaries to amend
the Organisation and Management Model pursuant to Legislative
Decree 231/01 as amended;
provided support to the Ethics Committee to monitor the
implementation of the Code of Ethics approved by the BoD on
22 February 2012;
monitored the work for the disclosure and internal training on
the contents of the Code of Ethics for the Ethics Committee;
provided support to the Supervisory Body to revise the
Organisation and Management Model approved by the Board of
Directors on 18 December 2013;
monitored, on behalf of the Supervisory Body, training activities
pursuant to Legislative Decree 231/01 as amended;
verified, applying the specific procedure (whistleblowing), the
credibility of reports of violations of the Code of Ethics with
in-depth investigations to identify conduct non-compliant with
the principles of the Code, periodically reporting to the Ethics
Committee;
provided support to the management to identify and assess
major risks for Acea SpA and its subsidiaries using a wellorganized process of Control Risk Self Assessment reporting
the findings of the management analysis to the Risk and Control
Committee and the Board of Auditors.
10.3 ORGANISATIONAL MODEL IN ACCORDANCE
WITH ITALIAN LEGISLATIVE DECREE 231/2001
By adopting the Organisational Model pursuant to Legislative
Decree 231/2001, Acea intends to comply with the provisions of the
law in accordance with the principles of the Decree, the Corporate
Governance Codes and the recommendations of the Supervisory
and Control Authorities, to make the control systems and Corporate
Governance systems more effective, in particular to prevent the
crimes referred to in the Decree.
Acea set the following general goals by adopting the Organisational
Model:
• awareness of activities subject to the risk of significant criminal
activity with respect to the Company (activities at risk) and
awareness of the methods and procedures that govern the
activities at risk;
• disclosure, personal acquisition and specific declarations
supporting a corporate culture based on legality, fully aware that
any behaviour that contravenes the law, regulations, corporate
governance rules, instructions of the supervisory and control
authorities or internal provisions will be strictly censured by the
Company;
• disclosure, personal acquisition and declarations supporting a
culture of control that monitors the achievement of said goals.
Acea’s Organisational Model was approved in 2004 and is
systematically revised in specific planned initiatives, involving
management with the help of the Audit Department. The current
Organisational Model, approved by Board of Directors Resolution on
18 December 2013, was drawn up following a thorough analysis of
the company’s activities, with the aim of identifying potential risks
of committing unlawful acts provided for under Legislative Decree
231/01. The model consists of a set of general principles, rules of
conduct and specific control standards to prevent the unlawful acts
provided for being committed as far as possible.
In relation to the various criminal offences and related sensitive
activities identified, the Organisational Model identifies the
corporate, functional and instrumental processes, monitors the
areas of activities at risk, and refers to the main organisational and
control principles to which the organisational system must respond
and which the recipients must comply with when carrying out their
activities within the scope of functional and instrumental company
processes.
The Supervisory Body (“SB”), set up in accordance with Italian
Legislative Decree 231/01, has full and independent powers of
initiative, intervention and control over the function, effectiveness
and observance of the Organisational Model, to prevent the risk
of offences being committed which could imply the Company’s
administrative responsibility. The SB supervises the Organisational
Model’s effectiveness and adequacy by monitoring its progress
and proposing the necessary updates to the BoD. In addition, it has
the task of notifying the relevant Acea bodies of any breaches of
the Organisational Model which could imply responsibility of the
Company.
Art. 14, par. 2 of the Stability Law No. 183 of 12 November 2011
amended article 6 of Legislative Decree 231/01 providing for
the possibility that the Board of Auditors can act directly as the
Supervisory Body, in accordance with Legislative Decree 231/01.
Therefore, in order to rationalise the control system, on 16 April
2013 ACEA’s Board of Directors passed a resolution to attribute
the functions of the supervisory body to the Board of Auditors in
accordance with Legislative Decree 231/01.
As provided for by Acea’s Organisational Model, for the purposes
indicated in the Decree, and after having identified the activities
subject to the risk of crime and the most suitable measures to
prevent them, the subsidiaries adopted an Organisation and
Management Model that reflected the principles and contents of
the Model adopted by the Parent Company.
In order to guarantee full implementation of the Organisational
Model by Acea and its subsidiaries, in accordance with the Decree
and/or consolidated case law, the following was done:
• the information flows to the Supervisory Body were redefined
and re-organised, to permit the monitoring of significant
and relevant operations in areas defined as at risk of crimes
being committed pursuant to Legislative Decree 231/01. This
information was gathered and managed for the main Group
companies through a specific information medium, with risk
indicators to highlight potentially abnormal transactions;
• communication and training courses relating to Legislative
Decree 231/2001 were developed, along with the specific
Company Model, the new Code of Ethics and the environmental
regulations;
• a specific channel was set up for reporting any non-observance
of the Model to the Supervisory Body.
10.4 AUDITING FIRM
The General meeting of shareholders, which met on 29 April
2008, granted the 9-year assignment for auditing the interim
report, annual financial statements and the consolidated financial
statements to the company Reconta Ernst & Young S.p.A.,
expiring in 2016, along with the auditing throughout the year of
regular corporate accounting and correct reporting of operational
transactions in ACEA’s accounting entries.
10.5 CHIEF FINANCIAL OFFICER
On 13 November 2006, ACEA changed its Articles of Association
to include the Chief Financial Officer (CFO), introduced by the
legislator with Law 262/05, which requires appointment of the CFO
by the BoD.
On 30 July 2013 the Acea Board of Directors appointed Franco
Balsamo Chief Financial Officer from 5 August 2013 in accordance
with Law 262/2005.
This position was previously held by Iolanda Papalini, Head of the
Administration and Financial Statements Unit, from 3 September
2012 to the date of resignation on 5 August 2013.
The Chief Financial Officer is responsible for establishing and
maintaining the Internal Control System on Financial Reporting and
issuing specific certification according to the CONSOB model, with
the CEO.
More specifically, the CFO has the following duties, pursuant to the
Regulation approved by the BoD on 20 February 2008:
• prepares adequate administrative and accounting procedures
for drawing up the financial statements, the consolidated
financial statements and the consolidated interim report;
• ensures that the financial statements are drawn up in
compliance with applicable international accounting principles;
• ensures that the Company’s deeds and communications to the
market and related accounting disclosures, as well as interim
disclosures, correspond to the documented results, the registers
and the accounting entries;
• ascertains, together with the Internal Audit Committee, (a)
the propriety of the accounting policies adopted, and, (b)
their suitability for the preparation of consolidated financial
statements.
The appointed Chief Financial Officer with the Chief Executive
Officer, in accordance with art. 154 bis of the TUF, issued
certification without any comments worthy of note.
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11. DIRECTORS’ INTERESTS AND RELATED PARTY TRANSACTIONS
The related party transactions procedure, drawn up in accordance
with article 2391-bis of the Italian Civil Code was adopted in
compliance with the principles of the “Regulation containing
provisions regarding related party transactions” pursuant to Consob
Resolution No. 17221 of 12 March 2010 as amended and which
took effect from 1 January 2011, amended by the Board of directors
on 18 December 2013, coming into effect 1 January 2014. It applies
to transactions carried out directly by Acea, or by its subsidiaries
with direct and/or indirect individual control, with related parties.
The transactions are divided out as follows, in accordance with the
amount involved:
• transactions of Major Significance, in which at least one of the
significance indicators in Annex 3 of the Regulation from the
aforesaid Consob Resolution No. 17221 of 12 March 2010 as
amended, is higher than the 5% threshold for which approval of
the Acea SpA BoD is required;
• low amount transactions with a value of no more than
200,000.00 euros (two hundred thousand);
• transactions of Lower Significance, which includes all related
party transactions not included in the transactions of major
significance or in the low amount transactions.
Prior to approval of transactions of Major Significance or of Lower
Significance with related parties, the procedure requires that a
Related Party Transactions Committee should express its opinion
on the interests of the company in carrying out the transaction, and
on its advantages and the substantial fairness of the relative terms.
To date, the Related Party Transactions Committee comprises the
three following independent directors: Andrea Peruzy coordinator,
Maurizio Leo, Diane D’Arras, Antonella Illuminati and Paolo Di
Benedetto.
Please refer to the “Rules and Values” menu and the “Corporate
Governance” sub-menu on the web site www.acea.it for more
information.
12. APPOINTMENT OF AUDITORS
According to the requirements of law and the company’s Articles of
Association, the Board of Auditors is composed of three statutory
auditors and two alternate auditors, appointed by the ordinary
general meeting of shareholders for a period of three years, who
can be re-elected at the end of their term.
The criteria regarding gender balance as established by law must
be complied with in the composition of the Board of Auditors.
The Board of Auditors is elected in compliance with art. 22 of
the Articles of Association, also amended at the Board meeting
of 24 January 2013. The same procedures apply as those for the
appointment of directors. Half plus one of the eligible statutory
auditors and one alternate auditor are taken from the list which
obtained the majority of votes, in the progressive order as they are
presented on the list, rounding down in the event of a fractional
number.
For the other members of the Board of Auditors, those who
obtained the first and second highest quotient from the minority
lists shall be appointed Statutory Auditor and Alternate Auditor; in
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accordance with the rules set forth by art. 15 and 22 of the Articles
of Association, if there is an equal quotient, the person from the
minority shareholder list which obtained the most votes shall be
appointed Auditor. In any event, at least one Statutory Auditor shall
be appointed by the minority shareholders. If an Auditor resigns
during the year, he/she shall be replaced by an alternate auditor
from the same list as the Auditor to be replaced.
To appoint the members of the Board of Auditors who have not
been elected, for any reason, under the terms indicated in the
preceding Paragraphs, the General Meeting shall pass a resolution
with the majority of votes provided for by the law.
The General Meeting shall elect the Chairman from within the group
of Auditors appointed by the minority shareholders.
Therefore, as of now, this elective system requires that the lists
be presented by shareholders who, alone or together with other
shareholders, represent at least 1% of the share capital. The lists
shall be presented to the registered office, and ACEA will publish
them in three daily national newspapers.
13. STRUCTURE AND FUNCTION OF THE BOARD OF AUDITORS
(IN ACCORDANCE WITH ART. 123 BIS, PAR. 2, LETT. D, TUF)
The current Board of Auditors was appointed by the ordinary
general meeting on 15 April 2013, and will remain in office until
approval of the 2015 financial statements.
During the meeting held to make the appointments, three lists
were presented: List No. 1 presented by Roma Capitale with three
candidates, Corrado Gatti, Laura Raselli and Antonia Coppola,
List no. 2 presented by the shareholder FINCAL Spa with two
candidates, Enrico Laghi and Carlo Schiavone; List No. 3 presented
by the shareholder ONDEO ITALIA Spa with two candidates, Franco
Biancani and Davide Carelli. 75.18% of voters voted for List no. 1,
15.1801% voted for List No. 2 and 9.1876% of voters voted for List
No. 3.
According to the appointments made at that meeting and as
described in Table no. 3, the Board of Auditors comprises the
following members and a brief summary of their professional profile
is provided below, pursuant to art. 144 – decies Reg. of the CONSOB
Regulations for Issuers:
• Enrico Laghi, Chairman Registered on the Register of Auditors,
the Register of Chartered Accountants of Rome and member
of the Technical Consultants of the Court of Rome. He
is currently a lecturer in Corporate Economics at La
Sapienza University of Rome, is a member of the
European Commission Standards Advice Review
Group, a consultancy body on international accounting
standards; he is also a Board Member of the Italian
Accounting Body;
• Corrado Gatti, statutory auditor Professor Extraordinarius of
Economics and Corporate Management at La Sapienza
University of Rome. Has been a member, auditor and chairman
of the board of auditors or supervisory body of companies and
authorities. Management consultant on strategic, organizational
and financial themes for private and public companies.
Registered with the Association of Certified Accountants and
Chartered Accountants of Rome, the Register of Statutory
Auditors and the Roll of the Technical Consultants of the Court
of Rome;
• Laura Raselli, statutory auditor An Economics and Commerce
graduate from the Libera Università Internazionale degli Studi
Sociali Guido Carli (L.U.I.S.S.) independent university of Rome.
Registered with the Association of Certified Accountants and
Chartered Accountants of Rome, the Register of Statutory
Auditors and the Roll of the Technical Consultants of the Court
of Rome. Has been a Statutory auditor for companies and a
corporate and tax consultant for private and public companies.
Court-Appointed Superintendent of the Court of Rome.
• Antonia Coppola, alternate auditor A Corporate Economics and
Commerce graduate from La Sapienza University of Rome.
Registered with the Association of Certified Accountants of
Rome. Registered on the Register of Auditors. Board Member
of the Association of Certified Accountants and Chartered
Accountants of Rome.
• Franco Biancani, alternate auditor An Economics and Commerce
graduate from La Sapienza University of Rome, chartered
accountant. Has been an auditor and chairman of the board of
auditors of companies. Registered on the Register of Auditors.
The auditors are chosen from people who are qualified as
independent and shall act autonomously and independently also as
regards the shareholders who elected them.
The independence of the auditors is assessed by Acea pursuant to
law and art. 3 of the Corporate Governance Code.
After the appointment of an auditor who is qualified as independent
and subsequently at least once a year, based on the information
provided by the involved party or in any case available to Acea, the
Board of Statutory Auditors shall evaluate any relations which could
be or appear to be able to compromise that auditor’s independent
judgement.
At meetings the BoD provides the Board of Auditors with
information on the Board’s activities, also via the Board of Statutory
Auditors’ direct participation in the meetings and examines
material illustrating items on the meeting’s agenda, prior to such
meetings, received in the same form and at the same time as the
documentation made available to Directors.
The Board of Statutory Auditors exercises its powers and fulfils its
duties set out by current provisions.
In carrying out its activity, the Board of Statutory Auditors coordinated with the Audit department mainly through periodic
meetings which discussed the independent monitoring work plan
and the results of the main operations carried out in the year.
Moreover, the Board co-ordinated with the Risk and Control
Committee through the participation of its Chairman in meetings.
During the year the Board of Directors held 14 meetings, each
lasting about 2 hours and 45 minutes on average, with the regular
participation of the statutory auditors.
In 2014, on the date of this report, the Board has met twice, and
each meeting lasted for an average of 2 hours.
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14. INVESTOR RELATIONS
The price-sensitive information concerning the Company is
promptly disclosed to the market and the relevant Supervisory
Authorities, and is made available in a document at the Company’s
registered office and on its web site www.acea.it, where
continuously updated information is posted and kept without any
time limit.
ACEA’s organisational structure includes an Investor Relations
department which reports to the CEO; the manager is Elvira
Angrisani.
The Company organises special conference calls with institutional
investors and financial analysts when approving the annual, interim
and quarterly results and the Industrial Plan and for any pricesensitive operations.
In 2013:
• Conference Calls were held with the Financial Community timed
to coincide with approval of the annual and interim results;
• roadshows were organized in major European and American
venues, during which “one on one” meetings were held as well
as open presentations with over 250 equity investors, buy side
analysts and credit investors/analysts;
• the Company participated at Utility Conferences organized by
major Merchant Banks.
In addition, in order to ensure that Shareholders and Investors are
provided with timely information, the corporate documents, press
releases, notices and other corporate information is published on
the Company web site (www.acea.it).
15. GENERAL MEETINGS
(IN ACCORDANCE WITH ART. 123 BIS, PAR.. 2, LETT. C, TUF)
The general meeting regulations are in ACEA S.p.A.’s Articles of
Association, and, other than referring to legal requirements, articles
10, 11, 12, 13 and 14 deal specifically with the General meeting of
shareholders.
As at 31 December 2013, and to date, art. 10 sets forth the
methods for calling the General Meeting, indicating at 10.3
that “without prejudice to the power of convening a meeting
established by specific provisions of the law, the Shareholders’
Meeting, both ordinary and extraordinary, shall be convened by the
Board of Directors through notice of meeting which shall contain
the date, the venue and the time of the meeting and the agenda of
the business to be transacted.” In paragraph 4 of the same article,
it is furthermore confirmed that the meeting may also be called
outside the registered office, provided it is held in Italy.
“Notice of meeting must be given on the Company’s web site, and
in the Official Gazette of the Italian Republic, or in the Il Sole - 24
Ore newspaper in compliance with the terms established by the
laws in force. There may be calls for meetings following the second
call. The notice calling a meeting may set, for different days, the
second, third and possible subsequent meetings to be held in the
event of a failure to reach a quorum according to the law in each of
the previous meetings” (art. 10.4 of the Articles of Association).
Art. 11.1 sets forth that the “General Meeting is convened at least
once a year to approve the financial statements within 120 days
from the close of the financial year, or within 180 days from the
above mentioned close if the conditions under art. 2364 of the
Italian Civil Code apply.”
Art. 11.2 sets forth that “the Extraordinary General Meeting shall be
convened any time it is necessary to pass a resolution which the
law reserves to its competence.”
Art. 11.3 indicates that “both the ordinary and extraordinary general
meetings shall be convened when so requested by a number of
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Shareholders representing the percentages set forth in the laws in
force, who must indicate the topics to discuss when making the
request, or when the request is made by the Board of Auditors or
its members as foreseen by the law.
Additionally, the number of Shareholders representing the
percentages set out in the dispositions of the law in force, in
accordance with the terms established by prevailing law, may
request other items be added to the agenda, indicating the
additional topics to discuss in the request. The Shareholders’
Meeting cannot be convened nor can shareholders request
additional items be added to the agenda for topics the meeting
passes resolutions on by law on the basis of Directors’ proposals,
projects or reports.”
Article 12 of the Articles of Association expressly sets forth that the
majorities necessary for validating the ordinary and extraordinary
general meeting’s constitution and resolutions be those required by
law.
Article 13.1 of the General Meeting rules establishes that “the right
to participate at the General meetings and exercise the right to vote
will be confirmed by notification sent by the intermediary to the
issuer, in accordance with the accounting records, to the party who
has the right to vote in accordance with the methods and terms
provided for by prevailing law” (so-called “record date”).
Art. 13.2 however establishes that any shareholder entitled to
intervene at the meeting can be represented pursuant to the law.
Furthermore, the same paragraph of article 13 sets forth that “with
the exception of Roma Capitale, or subsidiaries thereof, which have
acquired the capacity of Shareholders, the voting right may not be
exercised for more than 8% of the share capital, even by proxy”.
In this regard, note article 6 of the Articles of Association which
instead sets forth that: “with the exception of Roma Capitale
and any subsidiary thereof which becomes a Shareholder, no
Shareholder may hold an equity interest in the Company greater
than 8% of the share capital. In the event of breach, the relevant
shareholder may not exercise voting rights on the shareholding that
exceeds said limit, and the resolutions passed with the decisive
vote of such exceeding shares which are not entitled to cast votes
pursuant to Art. 6 may be rescinded pursuant to article 2377 of the
Italian Civil Code. Shares which are not entitled to cast votes are in
any case counted to determine a quorum for the meeting” (art. 6.1
of the Articles of Association).
“The aforesaid limit also applies to the equity investments held by
the group to which each Shareholder belongs, understood to mean:
• - that formed by the persons, whether natural or legal, which
directly or indirectly control, are controlled by or fall under the
same control as the shareholder;
• - that formed by entities connected to the shareholder, even
though not having corporate form;
• - that formed by persons, whether natural or legal, which directly
or indirectly, explicitly or by means of conclusive behaviour, have
entered into or otherwise adhere to arrangements of the kind
described in art. 122 of Italian Legislative Decree 58/98, to the
extent that such arrangements concern at least 8% of the voting
share capital.
Control and connection, for the purposes of this article 6, shall be
deemed to exist in the instances laid out in art. 2359 of the Italian
Civil Code.” (art. 6.2 of the Articles of Association)
Point No. 3 of article 6 sets forth that the limit pursuant to art. 6
point 1 also applies to:
• “- shares held by the family of the shareholder, where family
shall be deemed to include the same shareholder, a nondivorced spouse and cohabiting and/or tax-deductible children;
• - shares beneficially held by a natural or legal person through
controlled entities, trustees, intermediaries;
• - shares directly or indirectly held, as security or usufruct, if a
secured creditor or usufructuary holds the voting rights;
• - shares subject to repo arrangements, with reference to both
giver-on and taker-in.”
Point 4 of article 6 furthermore sets forth that “whoever holds
shares in excess of the 8% of the share capital shall notify such
circumstance to the Company in writing within twenty days of
completion of the transaction through which the threshold was
crossed”.
Another restriction set by article 6 in point number 5 is that which
sets forth that “those Shareholders who have not participated in
approving the resolutions concerning the introduction or removal of
the restrictions on the transfer of the shares shall not be entitled to
withdraw”.
Article 13.3 sets out: “In order to facilitate the collection of proxies
from shareholders who are employees of the Company or its
subsidiaries, associates who adhere to shareholders’ associations
that meet the requisites dictated by the effective applicable
regulations, in accordance with the terms and procedures
established by the Board of Directors directly or through its
authorised persons, appropriate areas will be made available for
notification and the proxy collection process.
If the proxy is conferred via computer, in accordance with the
procedures provided for by prevailing law, each time, notification of
the aforesaid proxy may be conferred using the company web site
in accordance with the methods in the notice of meeting.”
On 3 November 2000, the General Shareholders’ Meeting approved
the adoption of a Regulation governing General Meetings (available
at the registered office or on the web site www.acea.it). The
approved Regulation is the result of detailed studies of texts
prepared by various study Commissions established in different
trade associations, and in particular is inspired by studies carried
out by Assonime. Article 7.3 of the aforesaid Regulation regulates
the methods by which the shareholders’ right to speak on the
subjects set for discussion is guaranteed:
“The request to intervene on individual agenda topics can be
presented at the chair’s table (of the General Meeting) from
the time of constitution of the General Meeting until when the
General Meeting’s Chairman has closed the discussion on the
relative agenda topic. In inviting people to speak, by regulation, the
Chairman of the General Meeting follows the order in which the
requests to intervene were made. Each shareholder can make just
one intervention on each agenda topic, within the time limit of ten
(10) minutes.”
During the general meeting, the Board of Directors reported on
activities carried out following company programmes, providing
shareholders with correct information on the elements necessary
to make informed decisions on topics of the meeting’s competence.
The Board of Directors considers the General Meeting to be of great
importance to Investor relations. The Directors therefore encourage
as many Investors as possible to participate at the General
Meetings, assisting them in this to the best of their ability.
During the 2013 financial year, and as of today, there have been
no significant changes in the capitalisation of ACEA shares or in
the composition of its company structure which could damage the
prerogatives of minority interests.
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16. FURTHER CORPORATE GOVERNANCE PRACTICES
ETHICS COMMITTEE
The Ethics Committee was established, assigned full and
independent powers to take action and control, delegated to
supervise the implementation and observance of the rules of
behaviour in the Acea’s Code of Ethics, by Board of Directors
Resolution on 26 July 2001.
The composition and function of the Committee are regulated by a
specific Regulation approved by the Board of Directors.
The members of the Committee as at 31 December 2013, are:
Andrea Peruzy (Chairman), Francesco Caltagirone, Antonella
Illuminati and two externally appointed members, Ivanhoe Lo Bello
and Francesca Rosetti, both appointed in the Board of Directors
meeting of 18 December 2013.
In accordance with the responsibilities attributed by the Code
of Ethics and the above-mentioned Regulation, the Committee
promotes awareness of the Code of Ethics within the Group;
heightens the awareness of Acea S.p.A. managers and employees
to ethical matters; assists Acea in ensuring correct application of
the Code of Conduct standards and criteria; develops and spreads
awareness of the procedures necessary to ensure the aims and
compliance with the Code principles; controls any breach of
the standards of conduct of the Code, and proposes penalties
in accordance with the work contracts. Finally, the Committee
prepares a report on the work done, to be sent to the Supervisory
Body, the Board of Directors, the Risk and Control Committee and
proposes any amendments needed to improve the Code principles.
On 22 February 2012, the Acea Spa BoD, on the basis of a proposal
from the Ethics Committee, decided to adopt a new Code of
Ethics, which was defined on completion of the project to review
Acea’s rules concerning ethics, with the objective of integrating the
Values Charter, the previous Ethics Code and the Code of Ethics on
290
Contract Work into a single document, as well as introducing new
or improved ethical principles of reference for all those who work in
the interest of Acea SpA.
The BoDs of the subsidiaries passed resolutions to adopt the Code
of Ethics, an integral part of the Organisational and Management
Models.
The Code of Ethics is a fundamental element of control for Acea, so
the Company distributes it to its personnel, both when hired and
in cyclical training courses. Employees, suppliers and all those who
contribute to the company’s activities (consultants, collaborators,
etc.) must also adhere to the contents of the Code.
To guarantee the monitoring to make sure the Code of Ethics is
adopted, a well-structured procedure to manage reports that
indicate behaviour that breaches the principles set out in the Code
was introduced (known as whistle blowing), providing confidential
contact channels and suitable protection for whistle blowers. The
Audit Department examined the reports and verified any actual
violations. The reports and the consequent actions taken for
improvement are monitored by the Ethics Committee.
In 2013, in order to encourage actual application of the
sustainability principle in the new edition of the Code of Ethics, the
Ethics Committee provided guidelines and recommendations to
Acea SpA structures in order to define the sustainability objectives
and report on them in the 2013 Sustainability Report. In particular,
the Committee focused on the observance of the principles of
the Code in relations with customers, the fundamental aspects of
which were constantly monitored by examining specific relations
and interviewing the competent subjects.
When carrying out its duties, the Committee coordinates its work
with the work of the Supervisory Body.
17. CHANGES SINCE YEAR END CLOSURE
Changes which occurred after the end of the financial year until today’s date have been described in the specific sections.
On behalf of the Board of Directors
The Chairman
The Chairman
291
TABLE 1: INFORMATION ON OWNERSHIP STRUCTURE
STRUTTURA DEL CAPITALE SOCIALE
Ordinary shares
No. Shares
% w.r.t. share capital
Borsa Italiana automated
stock market Listing
212,964,000
100%
100%
Shares with limited voting rights
------
Shares without
------
Rights and obligations
OTHER FINANCIAL INSTRUMENTS
(attributing the right to subscribe newly issued shares)
Bonds
Convertible Bonds
292
Listed (indicate the
markets) /unlisted
No. of instruments in
circulation
Category of shares for
the service of conversion/
financial year
No. of shares for the
service ofconversion/
financial year
-----
-----
_________________
___________________
------
-----
RELEVANT SHAREHOLDINGS
From the Consob site dated 10 March 2014
Declarant
ROMA CAPITALE
NORGES BANK
SUEZ ENVIRONNEMENT COMPANY SA
Caltagirone Francesco Gaetano
Share % of the ordinary capital
Share % of the voting capital
Roma Capitale
51%
51%
Norges Bank
2.020%
2.020%
Ondeo Italia SpA
12.483%
12.483%
Gamma S.r.l.
1.033%
16.347%
Viapar S.r.l.
2.923%
Fincal SpA
7.513%
So.fi.cos. S.r.l.
2.886%
Viafin S.r.l.
1.992%
293
TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AND COMMITTEES AS AT 31/12/2013
BOARD OF DIRECTORS
Required quorum for the presentation of lists at the last appointment: 1% of the shares with voting rights
Office
Members
In office since
In officeup to
List (M/m)
Exec.
Non-Exec
Chairman
Giancarlo Cremonesi
Rec. 15/04/2013
31/12/2015
M
X
CEO
Paolo Gallo
Rec. 15/04/2013
31/12/2015
M
X
Director
Rec. 15/04/2013
31/12/2015
M
x
Director
Andrea Peruzy
Rec. 15/04/2013
31/12/2015
M
x
Director
Maurizio Leo
Rec. 15/04/2013
31/12/2015
M
x
Director
Rec. 15/04/2013
31/12/2015
m
x
Director
Paolo Di Benedetto
Rec. 15/04/2013
31/12/2015
m
x
Director
Giovanni Giani
Rec. 15/04/2013
31/12/2015
m
x
Director
Diane D’Arras
Rec. 15/04/2013
31/12/2015
m
x
(1)
(1) M/m indicates that the member was appointed from the majority list (M) or the minority list (m).
(2) No. of presences at the meetings of the BoD and the committees respectively (no. of presences/ no. of meetings carried out during the effective period in which the involved party was in office).
(3) An “X” is placed in this column if the BoD member belongs to the committee.
294
Risk and Control Committee
Indep. acc. to Code
Indep. acc. to TUF
(2)
Appointment & Remuneration Committee
(3)
(2)
(3)
(2)
9/9
9/9
x
x
9/9
x
6/6
x
3/3
x
x
9/9
x
6/6
x
3/3
x
x
8/9
x
6/6
x
3/3
8/9
x
4/6
x
3/3
8/9
x
4/6
x
3/3
9/9
x
x
x
x
9/9
295
OUTGOING DIRECTORS IN 2013
BOARD OF DIRECTORS
Office
Members
In office since
In officeup to
List (M/m)
Exec.
Non-Exec
(1)
Chairman
Giancarlo Cremonesi
Rec. 29/04/2010
15/04/2013
M
X
CEO
Marco Staderini
Rec. 29/04/2009
15/04/2013
M
X
Director
Paolo Giorgio Bassi
BoD 03/05/10 (CEO)
15/04/2013
M
x
Director
Andrea Peruzy
Rec. 29/04/2010
15/04/2013
M
x
Director
Luigi Pelaggi
Rec. 29/04/2010
15/04/2013
M
x
Director
Rec. 29/04/2010
15/04/2013
m
x
Director
Paolo Di Benedetto
Rec. 29/04/2010
15/04/2013
m
x
Director
Jean Louis Chaussade
Rec. 29/04/2010
15/04/2013
m
x
Director
Giovanni Giani
Rec. 29/04/2010
15/04/2013
m
x
(2) No. of presences at the meetings of the BoD and the committees respectively (no. of presences/ no. of meetings carried out during the effective period in which the
involved party was in office).
(3) An “X” is placed in this column if the BoD member belongs to the committee.
296
Co-opted on
29/11/11
Risk and Control Committee
Indep. acc. to Code
Indep. acc. to TUF
(2)
(3)
(2)
Appointment & Remuneration Committee
(3)
(2)
3/3
3/3
x
x
3/3
x
2/2
x
x
3/3
x
2/2
x
1/1
x
x
3/3
x
2/2
x
1/1
3/3
x
1/2
x
1/1
x
1/1
x
x
3/3
x
x
1/3
3/3
x
1/2
297
TABLE 3: STRUCTURE OF THE BOARD OF AUDITORS AS AT 31/12/2013
BOARD OF AUDITORS
Required quorum for the presentation of lists at the last appointment: 1% of the shares with voting rights
Office
Members
In office since
In office up to
List (M/m)*
Independence
**
(1)
according to Code
(%) (2)
Number of other Positions
(3)
Chairman
Enrico Laghi
15/04/2013
31/12/2015
m
x
6/7
10
Statutory auditor
Laura Raselli
15/04/2013
31/12/2015
M
x
7/7
1
Statutory auditor
Corrado Gatti
15/04/2013
31/12/2015
M
x
6/7
Alternate auditor
Antonia Coppola
15/04/2013
31/12/2015
M
x
Alternate auditor
Franco Biancani
15/04/2013
31/12/2015
m
x
11
----
(2) This column indicates the participation percentage of auditors at the Board of Auditors meetings (no. of presences/no. of meetings held during the effective period in which the involved party
was in office).
(3) This column indicates the number of director or auditor position were held by the concerned party reported in accordance with art. 148 bis TUF. The complete list of positions is attached
to the report on supervisory activity, in accordance with art. 144-quinquiesdecies of CONSOB Issuer’s Regulation, prepared by the auditors in accordance with article 153, paragraph 1 of the TUF.
OUTGOING AUDITORS IN 2013
Office
Members
In office since
In office up to
List (M/m)*
Independence according
(1)
to Code
Chairman
Enrico Laghi
29/04/10
15/04/2013
m
x
Statutory auditor
Alberto Romano
29/04/10
15/04/2013
M
x
Statutory auditor
Corrado Gatti
29/04/10
15/04/2013
M
x
Alternate auditor
Gianluca Marini
29/04/10
15/04/2013
m
x
Alternate auditor
Leonardo Quagliata
29/04/10
15/04/2013
M
x
(2) This column indicates the participation percentage of auditors at the Board of Auditors meetings (no. of presences/no. of meetings held during the effective period in which the involved party
was in office).
298
CHART 1.COMPOSITION OF THE ACEA BOARD OF DIRECTORS AND POSITIONS HELD BY DIRECTORS IN OTHER COMPANIES
ROLE
NAME
POSITION
OTHER POSITIONS
Chairman
Giancarlo Cremonesi
Executive Director
Imprebanca (C)
Paolo Gallo
Executive Director
-------------------------
Director
Independent Director
------------------------
Director
Maurizio Leo
------------------------
Director
Paolo Di Benedetto
Edison SpA (C)
Cementir Holding SpA (C)
Fondo Nazionale di garanzia (P)
Director
Diane D’Arras
Suez Environnement Company
Culture Espaces (C)
Lyonnaise des Eaux France (C)
Director
Andrea Peruzy
Carivit (C)
Director
Giovanni Giani
Non-independent director
------------------------
Director
Non-independent director
Cementir Holding SpA (P e AD)
Amundi RE Italia SGR SpA (C)
Cimentas A.S. (C)
Cimbeton A.S. (C)
Aalborg Portland A.S. (C)
Unicon A.S. (C)
Banca Finnat Euramerica SpA (C)
Caltagirone SpA (C)
Caltagirone Editore SpA (C)
List of the positions of director or statutory auditor held by each Director in other companies listed on regulated markets, including foreign
markets, in financial, banking, insurance or large companies.
299
2013
FINANCIAL STATEMENTS OF ACEA S.P.A.
CONSOLIDATED FINANCIAL STATEMENTS ACEA GROUP
ACEA SPA
Registered office
Piazzale Ostiense 2 – 00154 Rome
Capitale sociale
1,098,898,884 euros, fully paid-up
Tax code, VAT number and Rome Companies’ Register no.
05394801004
Registered in Rome at REA no. 882486
Prepared by
Planning and Finance
Editorial coordination
External Relations and Communication
Graphic design, editing and copyediting
Message
Borsa Italiana Group
Printed by
LitografTodi
on FSC certified paper
Printed in May 2014
ACEA SPA
PIAZZALE OSTIENSE 2 – 00154 ROMA
TELEFONO +39 06 57991
WWW.ACEA.IT

Consolidated Finalcial Statements of the ACEA Group 2013

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