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Annual Report 2005 Our Present

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Annual Report 2005 Our Present ANNUAL REPORT 2005 OUR PRESENT SAFELY GUARANTEEING ENERGY TRANSMISSION TO THE COUNTRY GUARANTEEING QUALITY SERVICE AND ACCESS TO THE NATIONAL TRANSMISSION GRID TO ALL SECTOR OPERATORS PROVIDING THE GRID’S MAINTENANCE AND DEVELOPMENT WHILE RESPECTING THE ENVIRONMENT CREATING VALUE FOR SHAREHOLDERS, COLLABORATORS AND THE COUNTRY CONSOLIDATED FINANCIAL STATEMENTS 2005 BEING RESPONSIBLE FOR THE COUNTRY FEELING RESPONSIBLE FOR THE ENVIRONMENT INVESTING IN THE SAFETY OF PEOPLE INVESTING IN TECHNOLOGICAL INNOVATION CREATING VALUE FOR SHAREHOLDERS GIVING VALUE TO THE INTERNATIONAL PRESENCE The country’s energy travels with us. 10 Terna Annual Report 2005 CONTENTS Chairman’s message 12 CEO’s letter to the shareholders and stakeholders 14 Notice of the Shareholders’ Meeting 16 Summary of the Resolutions of the Ordinary Shareholders’ Meeting 17 Board of Directors, Board of Statutory Auditors and Independent Auditors 18 Structure of powers Terna Management 19 Terna - The Company 20 Terna Highlights 22 Terna and the financial markets 30 36 STATUTORY FINANCIAL STATEMENTS OF TERNA SPA 40 Report on Operations of Terna Spa 44 Introduction 46 Highlights 47 Significant events in 2005 48 Subsidiary companies 54 Applicable legislation in Italy 60 Energy scenario 68 Dispatching and Sales 72 National Transmission Grid 80 Operating and financial review 86 Research and development activities 98 Human Resources 102 Related Parties 108 Corporate Governance 110 Significant events subsequent to the end of the accounting period 134 Outlook for 2006 135 Other information 136 138 Statutory financial statements at December 31, 2005 140 Balance sheet - Assets 142 Balance sheet - Liabilities and shareholders’ equity 144 Income statement 146 Notes to the financial statements 148 Form and content of the Financial Statements 149 Accounting policies 155 Comments on the main asset items 167 Comments on the main liability and shareholders’ equity items 186 Comments on the main income statement items 200 Reports 202 Report of the Board of Statutory Auditors to the shareholders’ meeting of Terna SpA 208 Independent Auditors’ Report Contents 11 CONSOLIDATED FINANCIAL STATEMENTS OF THE TERNA GROUP 210 Report on operations of the Terna Group 214 Introduction 216 Scope of consolidation 217 The Terna Group’s operating and financial review 222 Research & Development 231 Human resources 235 Transactions with related parties 240 Outlook for 2006 241 Other information 242 Consolidated accounting schedules 244 Consolidated income statement 246 Consolidated balance sheet 248 Statement of changes in consolidated shareholders’ equity 250 Statement of consolidated cash flow 252 Notes to the consolidated financial statements 254 Accounting policies 256 Information on the consolidated income statement 271 Information on the consolidated balance sheet 280 Off-balance sheet commitments and risks 311 Business combinations 314 Transactions with related parties 317 Significant events after year-end 320 Transition to the International Accounting Standards (IFRS) 321 Reports 334 Report of the Board of Statutory Auditors on the Terna Group’s 2005 Consolidated Financial Statements 336 Independent Auditors’ Report 338 GLOSSARY 340 12 Terna Annual Report 2005 CHAIRMAN’S MESSAGE Dear Terna Shareholders and Stakeholders, by means of this Annual Report, for the first time the Group has presented results which include the functions of the grid operator, acquired as from November 2005. Terna looks out over 2006 with a new aspect: within a context of attention towards the financial markets and the creation of value, the Company has enhanced its connotation of concession holder of a public service, whilst at the same time confirming the commitments towards the search for business opportunities within non-regulated spheres. The transmission of electricity is a service of primary importance for the community: its continual and safe supply and the constant search for improvements, also in relation to costs, represents a central responsibility for the Group. This is valid in Italy, where our activities extend to nearly all the transmission grid, but it is also true for the areas of foreign countries where our subsidiary companies operate: Terna is aware of the importance of the service which it provides, of its repercussions on the economic system and on the quality of life of the individuals, and is highly committed to guaranteeing a high level of quality of said service, improving management processes which however are already efficient The investments in infrastructures envisaged by the Development Plan for the national transmission grid, which Terna annually submits for the approval of the Public Authorities, play a significant role in accompanying the country’s economic growth. It is our responsibility that the definition of the Plan reflects the best possible choices for the community, reconciling the technical needs of the electricity system, the economic requirements and respect for the environment; for such a purpose, besides adopting independence and tertiary nature as our guidelines, we have decided to streamline the system for monitoring and handling the environmental impact of our activities and to subsequently submit it for certification. It is also our responsibility that the investments are accomplished within the timescales envisaged by the Plan, so as to guarantee the efficiency and inexpensiveness of the corporate operations. At the same time, attention towards the needs of the communities settled in the areas affected by our projects, will not be neglected; the study of solutions for improving the visual impact of the power stations will represent a tangible example of our approach. Chairman’s message 13 The experience gained over the last few years is a requirement which reassures with regards to Terna’s success prospects. The men and women who work for Terna are bearers of advanced specialist technical skills, and share attitudes and values which make it possible to look to the challenges posed by the Group’s strategic objectives with confidence. The pride in providing a public utility service is already a factor for the aggregation of Terna’s staff, as is the value of the technical training and the professional updating. Our schedule includes training measures which reinforce this precious gift of skills and values, and we have started along a route of constant reference to the ethical dimension of our activities, launching the review of the Ethical Code, a founding element of the corporate identity. In fact, we intend to accompany the Group’s growth with regards to the business with the consolidation of its strong points: the human resources, the use of the best technologies available, the correctness of conduct. We believe that the emphasis on responsibility which Terna is vested with, and which has been accounting for up to this point, must not be and is not in contrast with the aim of remunerating the shareholders. By contrast, in the future we intend to transparently provide account of our social and environmental performances: in fact we are convinced that awareness of the implications beyond our activities can provide us with important indications so as to render the growth process which the Group successfully started in 2005, and which has been set as the schedule for the coming years, sustainable in the future as well. It is with this conviction that we work every day. The Chairman LUIGI ROTH 14 Terna Annual Report 2005 LETTER TO THE SHAREHOLDERS AND STAKEHOLDERS Dear Terna Shareholders and Stakeholders, 2005 was a year of positive results, on the up for Terna, which allows us to face 2006 with determination for growth and improvement. For Terna, 2005 was characterized by extremely significant corporate events which increase the Management responsibilities. On the one hand, the acquisition of the TSO business activities and the obligations deriving from the concessionary holder status mean that we have to pursue objectives of safety, reliability, efficiency and lower cost of the transmission and dispatch service envisaged by the Grid Code, operating on a neutral and impartial basis with respect to the other parties in the electricity sector. On the other hand, Cassa Depositi e Prestiti SpA’s acquisition of 29.99% of Terna’s share capital led to the loss of the Enel Group’s control over the Company, completing the course towards full operating autonomy commenced by means of stockmarket listing. Once again this year, Terna has demonstrated that it is in a position to achieve extremely significant results, continuing to apply the strategy targeted at operating excellency by means of increasing efficiency, optimizing investments and the quality of the service, operating levers which, together with the activities acquired under the TSO business segment, will provide a considerable contribution to the growth of the Group’s value over the next few years. During 2005, results considerably higher than in 2004 were achieved and the service quality and grid reliability objectives were attained. Group revenues came to € 1.087 million, disclosing growth of 6.6% on 2004; the consolidated EBITDA amounted to € 722 million, disclosing an increase of 11%. The EBIT rose to € 547 million, registering a rise of 10.6%. Net earnings totaled € 297.9 million, up by 28.9%. These results, obtained partly thanks to the important contribution of the Brazilian companies, permits us to propose an accrued distribution of dividends amounting to Euro 0.13 with a yield of around 6%, up by 13% on last year and one of the highest levels of the sector. CEO’s letter to the shareholders and stakeholders 15 The maintenance of an elevated return by means of an attractive dividend policy, supported by the steady generation of cash flows, represents the most important commitment made with the market by the Company’s new management team, made even more interesting by the continuity of the commitment which the Company has already made to distribute dividends twice a year. The equity soundness and the limited level of risk which characterize the Group continue to be confirmed by the assessments expressed by the rating agencies Standard & Poor’s and Moody’s.
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