Annual Report 2013 Annual Report2013 Annual Report 2013 Contents Report on operations Consolidated financial statements Enel Green Power | 6 Consolidated Income Statement | 110 The Group structure | 7 Statement of Consolidated Comprehensive Income | 111 Enel Green Power in the world | 8 Consolidated Balance Sheet | 112 Corporate boards and Powers | 10 Statement of Changes in Consolidated Shareholders’ Equity | 113 Letter to the shareholders and other stakeholders | 12 Consolidated Statement of Cash Flows | 114 Summary of results | 16 Notes to the financial statements | 115 Significant events in 2013 | 25 Reference scenario | 33 Economic and energy conditions in 2013 | 35 Corporate governance | 187 Electricity markets | 39 How we operate | 57 Overview of the Group’s performance and financial position | 73 Declaration of the Chief Executive Officer and the Performance and financial position by segment | 90 officer responsible for the preparation of corporate > Italy and Europe | 91 financial reports | 188 > Iberia and Latin America | 95 > North America | 98 Main risks and uncertainties | 101 Annexes Outlook | 102 Regulations governing non-EU subsidiaries | 103 Subsidiaries, associates and other significant equity investments of the Enel Green Power Group at December 31, 2013 | 192 Regulations governing subsidiaries subject to the management and coordination of other companies | 104 Related parties | 105 Reconciliation of shareholders’ equity and net income of Enel Green Reports Power SpA and the corresponding consolidated figures | 107 Report of the Independent Auditors | 210 3 Report on operations Enel Green Power Enel Green Power, founded in December 2008, is the Enel Group company entirely devoted to the development and management of the Group’s renewables generation operations around the world, with a presence in Europe and the Americas. The Company is the world leader in the generation of power from renewable resources, with 8,883 MW of installed capacity and 29.5 TWh of output in 2013, avoiding the emission of 16.4 million metric tons of CO2. The Enel Green Power Group has more than 750 plants in operation or under construction in 16 countries, with a generation mix that includes all the main sources of renewable power: wind, solar, hydroelectric, geothermal and biomass. 6 ENEL GREEN POWER ANNUAL REPORT 2013 REPORT ON OPERATIONS The Group structure Corporate Iberia and Latin America Retail Enel Green Power España Enel.si (3) Enel Green Power SpA Enel Brasil Participações Enel Green Power Latin America Enel Green Power Costa Rica Enel Green Power Guatemala Enel Green Power México Enel Green Power Panama Enel Green Power El Salvador Enel Green Power Colombia Enel Green Power Perú Italy and Europe North America New Countries (4) Enel Green Power Romania Enel Green Power North America Enel Green Power Enel Green Power Bulgaria Enel Green Power North America South Africa Enel Green Power Hellas Development Enel Green Power Jeotermal Enel Green Power France Enerji Yatirimlari 3SUN (1) Enel Green Power & Sharp Solar Energy (1) PowerCrop (1) Other minor - Italy (2) (1) Joint venture. (2) Maicor Wind, Enel Green Power CAI Agroenergy, Enel Green Power Calabria, Enel Green Power Canaro, Enel Green Power Finale Emilia, Enel Green Power Partecipazioni Speciali, Enel Green Power Puglia, Enel Green Power San Gillio, Enel Green Power Strambino Solar, Enel Green Power TSS, Enel Green Power Villoresi, Energia Eolica, Enerlive, Iris 2006 and Taranto Solar. (3) Company sold with effect from July 1, 2013. (4) For the purposes of IFRS 8, the income statement and balance sheet figures for these companies, which are not yet material as their development has not yet begun, have been allocated to the “Italy and Europe” area. 7 Enel Green Power in the world Canada Wind 103 MW USA Wind 1,163 MW Guatemala Hydroelectric 317 MW Hydroelectric 164 MW Geothermal 72 MW Solar 28 MW TOTAL 1,580 MW Costa Rica Wind 24 MW Mexico Hydroelectric 31 MW Wind 144 MW TOTAL 55 MW Hydroelectric 53 MW Solar 0.1 MW TOTAL 197 MW El Salvador Geothermal 204* MW Panama Hydroelectric 300 MW Chile Wind 180 MW Hydroelectric 92 MW TOTAL 272 MW Brazil Wind 84 MW Installed capacity: Hydroelectric 93 MW up to 100 MW TOTAL 177 MW from 100 to 1,000 MW more than 1,000 MW * Non consolidated partnership with LaGeo France Italy Bulgaria Wind 186 MW Wind 720 MW Wind 42 MW Hydroelectric 1,512 MW Spain Geothermal 723 MW Romania Wind 1,652 MW Solar 112 MW Wind 498 MW Hydroelectric 43 MW Solar 36 MW TOTAL 3,067 MW Solar 13 MW TOTAL 534 MW Biogas/Biomass 23 MW Cogeneration/Other 14 MW TOTAL 1,744 MW Portugal Greece Wind 126 MW Wind 200 MW Cogeneration/Other 37 MW Hydroelectric 20 MW Solar 79 MW TOTAL 163 MW TOTAL 299 MW Corporate boards and Powers Shareholders’ The Ordinary Shareholders’ Meeting appoints the Board of Directors and the Board Meeting of Auditors of Company, as well as the company engaged to perform the statutory auditing of the accounts. The Ordinary Shareholders’ Meeting also approves the financial statements and the distribution of dividends. The Extraordinary Shareholders’ Meeting approves changes to the bylaws and resolves all other matters for which it is responsible under the provisions of law. Board The Board is vested with the broadest powers for the ordinary and extraordinary of Directors management of the Company. More specifically, it determines the strategic objectives of the Company and the Enel Green Power Group and reviews and approves the Business Plan. In addition to its strategic policy-setting role, the Board is responsible for ensuring the presence of controls to monitor developments in Enel Green Power and the Group as a whole. The Board of Directors of Enel Green Power in office at April 24, 2013 had 10 members (7 men and 3 women), of whom 6 qualified as independent. The Chairman of the Board of Directors is vested by law and the bylaws with the powers to govern the operation of the Shareholders’ Meeting and the Board of Directors and Chairman to represent and sign on behalf of the Company. In addition, the Chairman also verifies Luigi Ferraris implementation of the resolutions of the Board of Directors. Chief Executive Officer The Chief Executive Officer is also vested by the bylaws with the powers to represent and Francesco Starace sign on behalf of the Company and, under the authority of applicable Board resolutions, has been granted all powers for managing the Company, with the exception of those that are Directors otherwise assigned by law, the bylaws or resolutions of the Board of Directors. Luca Anderlini The Board of Directors has established three internal committees charged with assessing Carlo Angelici certain especially sensitive issues, which among other things could give rise to conflicts Andrea Brentan of interest, and with providing advice and recommendations in these areas. All of the Francesca Gostinelli committees are composed exclusively of independent directors. Giovanni Battista Lombardo The Control and Risk Committee is charged with conducting due diligence with regard to Giovanni Pietro the assessments and decisions of the Board of Directors concerning the internal control Malagnino system and the risk management system, as well as the approval of the periodic financial Paola Muratorio reports. Luciana Tarozzi The Nomination and Compensation Committee is responsible for assisting the Board with advice and recommendations in assessing and deciding the size and composition of the Board, as well as the remuneration of directors and key management personnel. The Related Parties Committee is charged with providing opinions on the Company’s interest in carrying out transactions with related parties, offering an assessment of the attractiveness and substantive fairness of the terms and conditions of such transactions. 10 ENEL GREEN POWER ANNUAL REPORT 2013 REPORT ON OPERATIONS Board Among its various duties, Independent Reconta Ernst & Young of Auditors the Board of Auditors auditors SpA has been engaged to monitors compliance with perform the statutory audit the law and the bylaws of the accounts of Enel of Enel Green Power, the Green Power for the years appropriateness of the from 2011 to 2019. Company’s organization, the internal control system and the administrative- Chairman Reconta Ernst & Young accounting system, as well Franco Fontana as the financial reporting process, the statutory Standing auditors Giuseppe Ascoli auditing of the accounts Leonardo Perrone and the independence of the audit firm. The Board of Alternate auditors Auditors also participates in Giulio Monti the meetings of the Board Pierpaolo Singer of Directors and presents an annual report to the Shareholders’ Meeting. 11 Letter to the shareholders and other stakeholders The year 2013 was another very positive year for Enel Green Power. The Company posted results that under- score the soundness of our strategy of geographical and technological diversification and reflect the quality of our investments and the constant commitment of all of our people to achieve growth characterized by sustainability and innovation. More than three years have passed since November 4, 2010, the date of the Enel Green Power IPO. In these years, the Company has not only expanded its installed capacity and generation from renewable resources, it has also seen its share price rise, closing 2013 up 14.4% from its offering price, while dividends have been distributed at a payout ratio of 30%. Last year, Enel Green Power continued to pursue its strategy of rapid growth, focused on emerging markets with abundant natural resources, strong growth in electricity demand and stable social and economic sys- tems. At the same time, the Company continued to consolidate its presence in European markets. This was all accomplished while continuing to devote constant attention to sustainability issues and en- suring respect for people. We have undertaken an effort to place the culture of sustainability at the center of company processes, with a business model grounded on listening and involving communities in order to create shared value and use resources rationally.