Other information

   

Non-EU subsidiaries

At the date of approval by the Board of Directors of the financial statements of Enel SpA for 2019 – March 19, 2020 – the Enel Group meets the “conditions for the listing of shares of companies with control of over companies established and regulated under the law of non-EU countries” (hereinafter “non-EU subsidiaries”) established by CONSOB with Article 15 of the Markets Regulation (approved with Resolution no. 20249 of December 28, 2017). Specifically, we report that:

  • in application of the materiality criteria for the purposes of consolidation referred to in Article 15, paragraph 2, of the CONSOB Market Regulation, 32 non-EU subsidiaries of the Enel Group have been identified to which the rules in question apply on the basis of the consolidated accounts of the Enel Group at December 31, 2018;
  • they are: 1) Ampla Energia e Serviços SA (a Brazilian company belonging to Enel Américas); 2) Celg Distribuição SA - Celg-D (a Brazilian company belonging to Enel Américas); 3) Codensa SA ESP (a Colombian company belonging to Enel Américas); 4) Companhia Energética do Ceará - Coelce (a Brazilian company belonging to Enel Américas); 5) Eletropaulo Metropolitana Eletricidade de São Paulo SA (a Brazilian company belonging to Enel Américas); 6) Emgesa SA ESP (a Colombian company belonging to Enel Américas); 7) Empresa Distribuidora Sur SA - Edesur (an Argentine company belonging to Enel Américas); 8) Enel Américas SA (a Chilean company controlled directly by Enel SpA); 9) Enel Brasil SA (a Brazilian company belonging to Enel Américas); 10) Enel Brasil Investimentos Sudeste SA (a company merged into Eletropaulo Metropolitana Eletricidade de São Paulo SA on November 6, 2019); 11) Enel Chile SA (a Chilean company controlled directly by Enel SpA); 12) Enel Distribución Chile SA (a Chilean company belonging to Enel Chile); 13) Enel Distribución Perú SAA (a Peruvian company belonging to Enel Américas); 14) Enel Fortuna SA (a Panamanian company belonging to Enel Green Power); 15) Enel Generación Chile SA (a Chilean company belonging to Enel Chile); 16) Enel Generación Perú SAA (a Peruvian company belonging to Enel Américas); 17) Enel Green Power Brasil Participações Ltda (a Brazilian company belonging to Enel Green Power); 18) Enel Green Power Chile Ltda (a Chilean company belonging to Enel Chile); 19) Enel Green Power del Sur SpA (a Chilean company belonging to Enel Chile); 20) Enel Green Power Diamond Vista Wind Project LLC (a US company belonging to Enel North America); 21) Enel Green Power Rattlesnake Creek Wind Project LLC (a US company belonging to Enel North America); 22) Enel Green Power RSA (Pty) Ltd (a South African company belonging to Enel Green Power); 23) Enel Green Power Perú SAC (a Peruvian company belonging to Enel Green Power); 24) Enel Kansas LLC (a US company belonging to Enel North America); 25) Enel North America Inc. (formerly Enel Green Power North America Inc., a US company controlled directly by Enel SpA); 26) Enel Perú SAC (a Peruvian company belonging to Enel Américas); 27) Enel Russia PJSC (a Russian company controlled directly by Enel SpA); 28) Enel X North America Inc. (a US company belonging to Enel X); 29) Gas Atacama Chile SA (a company merged into Enel Generación Chile SA on October 1, 2019); 30) Geotérmica del Norte SA (a Chilean company belonging to Enel Chile); 31) Rock Creek Wind Project LLC (a US company belonging to Enel North America); 32) Thunder Ranch Wind Project LLC (a US company belonging to Enel North America);
  • the balance sheet and income statement of the above companies included in the reporting package used for the purpose of preparing the 2019 consolidated financial statements of the Enel Group will be made available to the public by Enel SpA (pursuant to Article 15, paragraph 1a) of the Market Regulation) at least 15 days prior to the day scheduled for the Ordinary Shareholders’ Meeting called to approve the 2019 financial statements of Enel SpA together with the summary statements showing the 161 Enel Group Governance Strategy & Risk Management Performance & Metrics Outlook Consolidated financial statements Other information essential data of the latest annual financial statements of subsidiaries and associated companies (pursuant to the applicable provisions of Article 77, paragraph 2-bis, of the CONSOB Issuers Regulation approved with Resolution no. 11971 of May 14, 1999);
  • the articles of association and composition and powers of the control bodies from all the above subsidiaries have been obtained by Enel SpA and are available in updated form to CONSOB where the latter should request such information for supervisory purposes (pursuant to Article 15, paragraph 1b) of the Markets Regulation);
  • Enel SpA has verified that the above subsidiaries:
    • provide the auditor of the Parent Company, Enel SpA, with information necessary to perform annual and interim audits of Enel SpA (pursuant to Article 15, paragraph 1 (letter c-i) of the Markets Regulation);
    • use an administrative and accounting system appropriate for regular reporting to the management and auditor of the Parent Company, Enel SpA, of income statement, balance sheet and financial data necessary for preparation of the consolidated financial statements (pursuant to Article 15, paragraph 1 (letter c-ii) of the Markets Regulation).

Approval of the financial statements

The Shareholders’ Meeting called to approve the financial statements, as provided for by Article 9.2 of the Bylaws of Enel SpA, shall be called within 180 days of the close of the financial year.

The use of that time limit rather than the ordinary limit of 120 days from the close of the financial year, permitted under Article 2364, paragraph 2, of the Italian Civil Code, is justified by the fact that the Company is required to prepare consolidated financial statements.

Disclosures on financial instruments

The disclosures on financial instruments required by Article 2428, paragraph 2, no. 6-bis of the Italian Civil Code are reported in note 31 “Financial instruments”, note 32 “Risk management”, note 33 “Derivatives and hedge accounting” and note 34 “Fair value measurement” to the separate financial statements of Enel SpA.

Transactions with related parties and disclosures

For more information on transactions with related parties, please see note 49 to the consolidated financial statements.

Own shares

As of December 31, 2019, treasury shares are represented by 1,549,152 ordinary shares of Enel SpA with a par value of €1.00 each, purchased through a qualified intermediary for a total value of €10 million.

The Shareholders’ Meeting authorized the Board of Directors to purchase treasury shares in order to pursue the purposes of the 2019 LTI Plan.

Atypical or unusual operations

Pursuant to the CONSOB Notice of July 28, 2006, Enel did not carry out any atypical or unusual operations in 2019.

Such operations include transactions whose significance, size, nature of the counterparties, subject matter, method for calculating the transfer price or timing could give rise to doubts concerning the propriety and/or completeness of disclosure, conflicts of interest, preservation of company assets or protection of minority shareholders.

Subsequent events

Significant events following the close of the year are discussed in note 54 to the consolidated financial statements.  

Reconciliation of shareholders’ equity and net income of Enel SpA and the corresponding consolidated figures

Pursuant to CONSOB Notice no. DEM/6064293 of July 28, 2006, the following table provides a reconciliation of Group results for the year and shareholders’ equity with the corresponding figures for the Parent Company

Millions of euro

Income statement

Shareholders’

equity

Income statement

Shareholders’

equity

 

at Dec. 31, 2019

at Dec. 31, 2018

Financial statements - Enel SpA

4,792

29,586

3,456

27,943

Carrying amount and impairment adjustments of consolidated equity investments

211

(82,098)

(548)

(78,109)

Shareholders’ equity and net income (calculated using harmonized accounting policies) of the consolidated companies and groups and those accounted for using the equity method, net of non-controlling interests

4,428

75,304

7,263

73,975

Translation reserve

-

(3,802)

-

(3,317)

Goodwill

(27)

14,241

(3)

14,273

Intercompany dividends

(7,160)

-

(4,836)

-

Elimination of unrealized intercompany profits, net of tax effects and other minor adjustments

(70)

(2,854)

(543)

(3,045)

TOTAL SHAREHOLDERS OF THE PARENT COMPANY

2,174

30,377

4,789

31,720

NON-CONTROLLING INTERESTS

1,302

16,561

1,561

16,132

CONSOLIDATED FINANCIAL STATEMENTS

3,476

46,938

6,350

47,852