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Acea Spa Financial Statements Acea Group Spa Consolidated Financial Statements Acea SpA fi nancial statements Acea Group SpA consolidated fi nancial statements 2008 Acea SpA financial statements Acea Group SpA consolidated financial statements 2008 2008 Acea SpA financial statements Acea Group SpA consolidated financial statements Acea SpA Registered office Piazzale Ostiense 2 – 00154 Rome Share capital 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 Photographs Acea archives Fabio Anghelone Printed by Primaprint Printed in April 2009 Contents Management report on operations The Acea Group 12 Other information 63 Acea SpA share price Management performance 63 Shareholdings of directors Medium/long-term incentive and statutory auditors 14 schemes 65 Corporate Governance 16 Executive Responsible for Financial Reporting 65 Powers of the Board of Directors, Third tariff cycle 66 the Chairman and Chief Executive Antitrust Authority investigation Officer of Acea SpA and the of the acquisition of Publiacqua 67 Executive Responsible for Financial Reporting 17 Events after 31 December 2008 68 Chairman’s statement 19 Risks and uncertainties 69 Acea Group financial highlights Regulatory risk 69 for 2008 23 Legislative risk 72 Strategic risk 73 Group operating review 23 Operational risk 75 Energy networks 23 Litigation risk 76 Electricity transmission 24 Service quality 25 Outlook 80 Energy services, public lighting and the Digital Meters Project 26 Shareholder resolutions 81 Energy generation and sales 30 Water services 36 Management of water services in Lazio and Campania 36 Management of water services in Tuscany and Umbria 42 Environment and energy (formerly Waste to energy) 43 Financial review 46 Results of operations 46 Financial position and cash flow 50 CONTENTS 7 Financial statements Income statement 84 Acea Ato 2 SpA 185 Acea Distribuzione SpA 185 Balance sheet - Assets 85 Acea Reti e Servizi Energetici SpA 186 Balance sheet - Liabilities 86 Luce Napoli Scarl 186 LaboratoRI SpA 187 Cash flow statement 87 AceaElectrabel Elettricità SpA 187 Notes to the financial statements 88 AceaElectrabel Trading SpA 188 Basis of preparation for the financial AceaElectrabel SpA 188 statements for the year ended AceaElectrabel Produzione SpA 189 31 December 2008 88 Acea Ato 5 SpA 189 Accounting standards and policies 89 Ombrone SpA 190 Financial risk management 99 Sarnese Vesuviano Srl 190 Notes to the income statement 100 Ecogena SpA 191 Notes to the balance sheet 110 Ecomed Srl 191 Assets 110 Acque Blu Arno Basso SpA 192 Liabilities and shareholders’ equity 131 Acque Blu Fiorentine 192 Related party transactions 143 Acque SpA 193 Update on major disputes and litigation 145 Acque Industriali SpA 193 Additional disclosures on financial Acque Ingegneria SpA 194 instruments and risk management Acque Servizi SpA 194 policies 151 Roselectra SpA 195 Commitments and contingencies 158 Voghera Energia SpA 195 Annexes to the Notes 161 Gori SpA 196 1. Statement of changes Crea SpA 196 in shareholders’ equity 164 Crea Gestioni Srl 197 2. Analysis of net debt 166 Crea Partecipazioni Srl 197 3. Statement of movements Gesesa SpA 198 in investments 168 Lunigiana Acque SpA 198 4. List of significant investments in Voghera Energia Vendita SpA 199 subsidiaries, associates and other companies 170 Longano Eolica SpA 199 5. Related party transactions pursuant Elga Sud SpA 200 to CONSOB Resolution 15519 Elettria SpA 200 of 27 July 2006 174 Umbria Energy SpA 201 6. Non-recurring material transactions Aguazul Bogotà SA 201 pursuant to CONSOB Resolution 15519 of 27 July 2006 180 Acea Dominicana SA 202 7. Positions or transactions deriving Consorcio Acea Tradexco 202 from unusual and/or exceptional Tad Energia Ambiente SpA 203 transactions 181 S.A.O. Servizi Ambientali 8. Segment information (IAS 14) 182 Orvieto SpA 203 9. Highlights extracted from the financial TerniEn.A SpA 204 statements of subsidiaries and Ergo En.A Srl 204 associates for the year ended 31 December 2007 185 Eall SpA 205 Enercombustibili Srl 205 8 CONTENTS Acea Rieti Srl 206 Apice SpA 211 Publiacqua SpA 206 Consorcio Agua Azul SA 212 Publiacqua ingegneria Srl 207 Report of the Board of Statutory 207 Publiutenti Srl Auditors 213 Aquaser Srl 208 Umbra Acque SpA 208 Independent auditors’ report 252 Tirreno Power SpA 209 Attestation of the separated Eblacea SpA 209 financial statements pursuant Kyklos Srl 210 to art. 154 of Legislative Decree 58/98 254 Solemme SpA 210 Acea8cento SpA 211 Consolidated financial statements Consolidated income statement 258 Update on major disputes and litigation 369 Consolidated balance sheet - Additional disclosures on financial Assets 259 instruments and risk management policies 377 Consolidated balance sheet - 390 Liabilities and shareholders’ Commitments and contingencies equity 260 Annexes 395 Consolidated cash flow statement 263 1. List of consolidated companies 396 2. Remuneration of Directors, Statement of changes in Statutory Auditors and shareholders’ equity 262 Key Managers 399 3. Information provided pursuant to Notes to the financial statements 263 CONSOB Ruling 6064293 400 Basis of preparation 263 Accounting standards and policies 264 List of significant investments at 31 December 2008 Consolidation policies and (Art. 120, Paragraph 4, procedures 276 legislative decree 58/98) 408 Financial risk management 279 Segment information 282 Independent auditors’ report 419 Notes to the consolidated income statement 294 Attestation of the consolidated financial statements pursuant Notes to the consolidated balance to art. 154 of Legislative sheet 315 Decree 58/98 421 Assets 315 Liabilities and shareholders’ equity 337 Corporate governance report - 27 March 2009 423 Acquisition of Solemme SpA 351 Acquisition of Kyklos Srl 352 Service concession arrangements 353 Related party transactions 364 CONTENTS 9 Management report on operations THE ACEA MANAGEMENT CORPORATE chAIRMAN’S FINANCIAL GROUP FINANCIAL OTHER EVENTS RISKS AND OUTLOOK GROUP GOVERNANCE STATEMENT HIGHLIGHTS OPERATING REVIEW INFORMATION AFTER UNCERTAINTIES REVIEW 31.12.2008 THE ACEA GROUP Acea SpA’s shareholder structure at 31 December 2008 is as follows: 5% 5% 10% Comune di Roma Mercato Suez 51% Schroders Inv. Ltd. 29% Caltagirone Th e above chart only shows equity investments of more than 2%, as confi rmed by CONSOB data 1 2 MANAGEMENT REPORT ON OPERATIONS At the same date, the Group structure comprises the following principal companies: ACEA HOLDING Energia Acqua 100% Acea Reti e Servizi Energetici 96% Acea Ato 2 50% Acea Distribuzione 51% Ecogena 94% Acea Ato 5 Frosinone 50% Acea Distribuzione 100% Crea Gestioni 100% Acea8cento 85% Ombrone 40% Acquedotto del Fiora 59% Acea Electrabel 50% AE Produzione 69% Acque Blu Arno Basso 84% AE Trading 45% Acque 100% AE Elettricità 96% Sarnese 30% Eblacea 37% Gori 50% Tirreno Power 100% LaboratoRI 100% Tad Energia Ambiente 55% Acque Blu MANAGEMENT REPORT ON OPERATIONS 13 THE ACEA MANAGEMENT Corporate CHAIRMAN’S FINANCIAL GROUP FINANCIAL OTHER EVENTS RISKS AND OUTLOOK GROUP GOVERNANCE STATEMENT HIGHLIGHTS OPERATING REVIEW INFORMATION AFTER UNCERTAINTIES REVIEW 31.12.2008 MANAGEMENT Board of Directors Chairman Giancarlo Cremonesi Chief Executive Officer Andrea Mangoni Directors Massimo Caputi Dino Piero Giarda Geminello Alvi 1 Jacques Hugè Marco Maria Bianconi Jean Louis Chaussade Paolo Bassi 1 Board of Statutory Auditors Chairman Maurizio Lauri Auditors Roberto Pertile Francesco Lopomo Alternate Auditors Claudio Bianchi Claudio Valerio Independent Auditors Reconta Ernst & Young SpA Executive Responsible for Financial Reporting Roberta Neri 1 Appointed under Ordinance 284 of 24 October 2008 issued by the Comune di Roma 1 4 MANAGEMENT REPORT ON OPERATIONS SHAREHOLDINGS OF DIRECTORS AND STATUTORY AUDITORS Company invested in Shares held at Shares purchased Shares sold Shares held at 31 Dec 2007 31 Dec 2008 Directors 1) Fabiano Fabiani 1 - 0 0 0 0 2) Giancarlo Cremonesi 2 - 0 0 0 0 3) Andrea Mangoni Acea SpA 5,500 0 0 5,500 4) Jacques Huge’ - 0 0 0 0 5) Massimo Caputi - 0 0 0 0 6) Piero Giarda Acea SpA 8,000 0 0 8,000 7) Jean Louis Chaussade - 0 0 0 0 8) Marco Maria Bianconi - 0 0 0 0 9) Luigi Spaventa 1 - 0 0 0 0 10) Luisa Torchia 1 - 0 0 0 0 11) Geminello Alvi 2 - 0 0 0 0 12) Paolo Giorgio Bassi 2 - 0 0 0 0 Statutory Auditors 13) Maurizio Lauri - 0 0 0 0 14) Francesco Lo Pomo - 0 0 0 0 15) Roberto Pertile - 0 0 0 0 16) Claudio Valerio Acea SpA 500 0 0 500 17) Claudio Bianchi - 0 0 0 0 1 Directors who resigned on 22 October 2008 2 Directors elected on 29 October 2008 MANAGEMENT REPORT ON OPERATIONS 15 THE ACEA MANAGEMENT CORPORATE CHAIRMAN’S FINANCIAL GROUP FINANCIAL OTHER EVENTS RISKS AND OUTLOOK GROUP GOVERNANCE STATEMENT HIGHLIGHTS OPERATING REVIEW INFORMATION AFTER UNCERTAINTIES REVIEW 31.12.2008 CORPORATE GOVERNANCE The contents of Acea SpA’s existing Corporate ing powers are attributed jointly to the Chairman Governance Model meet the requirements of the and CEO. The Board of Directors comprises nine Corporate Governance Code for Listed Compa- members, of whom seven are non-executive and nies (March 2006 edition), issued by the Corpo- independent in accordance with related assess- rate Governance Committee for listed companies ment criteria. under the aegis of Borsa Italiana SpA, except for a The Board of Statutory Auditors, which includes Board Nominations Committee, which the Board a member (with the functions of the Chairman of of Directors decided not to establish given Acea’s the Board of Statutory Auditors) nominated by special characteristics, and also due to the legis- minority shareholders under a list voting system, lation under which it was converted into a pub- oversees the correct governance of the Company, lic company and privatised. During its previous compliance with the law and the Articles of As- term of office the Board took advantage of the ex- sociation, and the adequacy of the organisational pressly granted authority to pass on responsibility structure.
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