FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of October, 2007
Commission File Number: 333-07654
ENDESA, S.A.
(Translation of Registrant's Name into English)
Ribera del Loira, 60
28042 Madrid, Spain
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Form 20-F | X | Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes | No | X |
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes | No | X |
Indicate by check mark whether by furnishing the information
contained in this Form, the Registrant is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes | No | X |
If “Yes” is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): N/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ENDESA, S.A. | |
Dated: October 24, 2007 | By: /s/ Álvaro Pérez de Lema |
Name: Álvaro Pérez de Lema | |
Title: Manager of North America Investor Relations |
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.
SPECIAL REPORT ON LIMITED REVIEW OF INTERIM CONSOLIDATED FINANCIAL INFORMATION
To the Management of Endesa, S.A.:
We have performed a limited review of the interim consolidated financial information of Endesa, S.A. and Subsidiaries comprising the consolidated balance sheet at 30 June 2007, the consolidated income statement for the six-month period then ended, the consolidated cash flow statement, the consolidated statement of recognised income and expense and certain selective notes for the six-month period ended 30 June 2007. The preparation of these interim consolidated financial information is the responsibility of Company management. Our responsibility is to issue a limited assurance report on these interim consolidated financial information based on our review.
Our limited review was performed in accordance with the generally accepted international professional standards issued by the International Federation of Accountants (IFAC) relating to the limited review of interim financial information (ISRE 2410), which is planned and performed with a view to obtaining limited assurance that the financial statements do not contain material misstatements. A limited review basically consists of making queries to the Company’s employees and applying certain analytical procedures to the financial information and does not provide the same degree of assurance as an audit. Since a limited review does not constitute an audit, we do not express an audit opinion on the accompanying interim consolidated financial information.
Our limited review did not bring anything to our attention that might lead us to believe that the accompanying interim consolidated financial information was not prepared, in all material respects, in accordance with the International Financial Reporting Standard adopted by the European Union in relation to Interim Financial Reporting (IAS 34).
On 30 March 2007, we issued our auditors’ report, in accordance with generally accepted auditing standards in Spain, on the consolidated financial statements of Endesa, S.A. and subsidiaries at 31 December 2006, in which we expressed an unqualified opinion.
Deloitte, S.L.
Eduardo Sanz Hernández
10 October 2007
1
ENDESA, S.A. and Subsidiaries Interim Consolidated Financial Statements for the Period Ended 30 June 2007 Translation of interim consolidated financial statements originally issued in Spanish and prepared in accordance with IFRS as adopted by the European Union (see Notes 2 and 12). In the event of a discrepancy, the Spanish-language version prevails. |
2
Translation of interim consolidated financial statements originally issued in Spanish and prepared in accordance with IFRS as adopted by the European Union (see Notes 2 and 12). In the event of a discrepancy, the Spanish-language version prevails.
ENDESA, S.A. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS AT 30 JUNE 2007
AND 31 DECEMBER 2006
Millions of Euros | ||||||||
30/06/07 (Unaudited) | 31/12/06 | |||||||
ASSETS | ||||||||
NON-CURRENT ASSETS | 46,930 | 46,380 | ||||||
Property, plant and equipment | 34,591 | 33,714 | ||||||
Investment property | 79 | 81 | ||||||
Intangible assets | 496 | 804 | ||||||
Goodwill | 4,021 | 3,986 | ||||||
Investments accounted for using the equity method | 720 | 649 | ||||||
Non-current financial assets | 4,417 | 4,482 | ||||||
Deferred tax assets | 2,606 | 2,664 | ||||||
CURRENT ASSETS | 7,998 | 7,708 | ||||||
Inventories | 910 | 882 | ||||||
Trade and other receivables | 6,223 | 5,819 | ||||||
Current financial assets | 54 | 39 | ||||||
Cash and cash equivalents | 811 | 965 | ||||||
Non-current assets classified as held for sale | -- | 3 | ||||||
TOTAL ASSETS | 54,928 | 54,088 | ||||||
EQUITY AND LIABILITIES | ||||||||
EQUITY | 16,378 | 15,936 | ||||||
Of the Parent | 11,442 | 11,291 | ||||||
Of minority interests | 4,936 | 4,645 | ||||||
NON-CURRENT LIABILITIES | 30,404 | 30,007 | ||||||
Deferred income | 2,661 | 2,442 | ||||||
Long-term provisions | 4,322 | 4,442 | ||||||
Bank borrowings and other financial liabilities | 20,748 | 20,487 | ||||||
Other non-current payables | 964 | 985 | ||||||
Deferred tax liabilities | 1,709 | 1,651 | ||||||
CURRENT LIABILITIES | 8,146 | 8,145 | ||||||
Bank borrowings and other financial liabilities | 714 | 629 | ||||||
Current trade and other payables | 7,432 | 7,516 | ||||||
TOTAL EQUITY AND LIABILITIES | 54,928 | 54,088 |
The accompanying Notes 1 to 12 are an integral part of the consolidated balance sheets
at 30 June 2007 and 31 December 2006.
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Translation of interim consolidated financial statements originally issued in Spanish and prepared in accordance with IFRS as adopted by the European Union (see Notes 2 and 12). In the event of a discrepancy, the Spanish-language version prevails.
ENDESA, S.A. AND SUBSIDIARIES
INTERIM CONSOLIDATED INCOME STATEMENTS
FOR THE SIX-MONTH PERIODS ENDED 30 JUNE 2007 AND 2006
Millions of Euros | ||||||||
JANUARY-JUNE 2007 (Unaudited) | JANUARY-JUNE 2006 (Unaudited) | |||||||
REVENUE | 10,373 | 10,601 | ||||||
Sales | 10,054 | 9,946 | ||||||
Other operating income | 319 | 655 | ||||||
PROCUREMENTS AND SERVICES | (4,841 | ) | (5,302 | ) | ||||
Power purchased | (2,021 | ) | (1,934 | ) | ||||
Cost of fuel consumed | (1,959 | ) | (2,008 | ) | ||||
Transmission expenses | (455 | ) | (369 | ) | ||||
Other variable procurements and services | (406 | ) | (991 | ) | ||||
CONTRIBUTION MARGIN | 5,532 | 5,299 | ||||||
Work on non-current assets | 105 | 90 | ||||||
Staff costs | (840 | ) | (767 | ) | ||||
Other fixed operating expenses | (966 | ) | (860 | ) | ||||
GROSS PROFIT FROM OPERATIONS | 3,831 | 3,762 | ||||||
Depreciation and amortisation charge | (1,054 | ) | (891 | ) | ||||
PROFIT FROM OPERATIONS | 2,777 | 2,871 | ||||||
FINANCIAL LOSS | (496 | ) | (469 | ) | ||||
Net finance costs | (494 | ) | (480 | ) | ||||
Net exchange differences | (2 | ) | 11 | |||||
Result of companies accounted for using the equity method | 6 | 46 | ||||||
Income from other investments | 6 | 7 | ||||||
Income from asset disposals | 10 | 260 | ||||||
PROFIT BEFORE TAX | 2,303 | 2,715 | ||||||
Income tax | (679 | ) | (473 | ) | ||||
PROFIT FOR THE PERIOD | 1,624 | 2,242 | ||||||
Parent | 1,255 | 1,756 | ||||||
Minority interests | 369 | 486 | ||||||
BASIC NET EARNINGS PER SHARE (in euros) | 1,19 | 1,66 | ||||||
DILUTED NET EARNINGS PER SHARE (in euros) | 1,19 | 1,66 |
The accompanying Notes 1 to 12 are an integral part of the interim consolidated
income statements for the first six months of 2007 and 2006.
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Translation of interim consolidated financial statements originally issued in Spanish and prepared in accordance with IFRS as adopted by the European Union (see Notes 2 and 12). In the event of a discrepancy, the Spanish-language version prevails.
ENDESA, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF RECOGNISED INCOME AND EXPENSE
FOR THE SIX-MONTH PERIODS ENDED 30 JUNE 2007 AND 2006
Millions of Euros | ||||||||||||||||||||||||
30/06/07 (Unaudited) | 30/06/06 (Unaudited) | |||||||||||||||||||||||
Of the Parent | Of Minority Interests | Total | Of the Parent | Of Minority Interests | Total | |||||||||||||||||||
NET PROFIT RECOGNISED DIRECTLY IN EQUITY | 251 | 207 | 458 | (535 | ) | (460 | ) | (995 | ) | |||||||||||||||
In retained earnings | 64 | - | 64 | - | - | - | ||||||||||||||||||
Actuarial gains on pension schemes | 95 | - | 95 | - | - | - | ||||||||||||||||||
Tax effect | (31 | ) | - | (31 | ) | - | - | - | ||||||||||||||||
In asset and liability revaluation reserves | 82 | (1 | ) | 81 | (105 | ) | (33 | ) | (138 | ) | ||||||||||||||
Available-for-sale investments | (16 | ) | - | (16 | ) | (192 | ) | - | (192 | ) | ||||||||||||||
Cash flow hedges | 125 | (5 | ) | 120 | 126 | (33 | ) | 93 | ||||||||||||||||
Tax effect | (27 | ) | 4 | (23 | ) | (39 | ) | - | (39 | ) | ||||||||||||||
In translation differences | 105 | 208 | 313 | (430 | ) | (427 | ) | (857 | ) | |||||||||||||||
Gross translation differences | 115 | 208 | 323 | (433 | ) | (429 | ) | (862 | ) | |||||||||||||||
Tax effect | (10 | ) | - | (10 | ) | 3 | 2 | 5 | ||||||||||||||||
PROFIT FOR THE PERIOD | 1,255 | 369 | 1,624 | 1,756 | 486 | 2,242 | ||||||||||||||||||
TOTAL INCOME AND EXPENSE RECOGNISED IN THE PERIOD | 1,506 | 576 | 2,082 | 1,221 | 26 | 1,247 |
The accompanying Notes 1 to 12 are an integral part of the consolidated statements of recognised income and expense
for the first six months of 2007 and 2006.
5
Translation of interim consolidated financial statements originally issued in Spanish and prepared in accordance with IFRS as adopted by the European Union (see Notes 2 and 12). In the event of a discrepancy, the Spanish-language version prevails.
ENDESA, S.A. AND SUBSIDIARIES
CONSOLIDATED CASH FLOW STATEMENTS
FOR THE SIX-MONTH PERIODS ENDED 30 JUNE 2007 AND 2006
Millions of Euros | ||||||||
JANUARY- JUNE 2007 (Unaudited) | JANUARY- JUNE 2006 (Unaudited) | |||||||
Gross profit before tax and minority interests | 2,303 | 2,715 | ||||||
Depreciation and amortisation charge | 1,054 | 891 | ||||||
Income from asset disposals | (10 | ) | (260 | ) | ||||
Income tax | (584 | ) | (780 | ) | ||||
Other results not giving rise to cash flows | 14 | (49 | ) | |||||
Provisions paid | (203 | ) | (242 | ) | ||||
Total cash flows from operations | 2,574 | 2,275 | ||||||
Change in income tax payable | 168 | 183 | ||||||
Change in operating current assets/liabilities | (540 | ) | (544 | ) | ||||
NET CASH FLOWS FROM OPERATING ACTIVITIES | 2,202 | 1,914 | ||||||
Investments in property, plant and equipment and intangible assets | (1,699 | ) | (1,706 | ) | ||||
Other investments | (236 | ) | (1,348 | ) | ||||
Investments in Group companies | (87 | ) | (2 | ) | ||||
Disposals of property, plant and equipment and intangible assets | 21 | 98 | ||||||
Disposals of investments | 155 | 137 | ||||||
Cash flows due to changes in the scope of consolidation | - | 2 | ||||||
Grants and other deferred income | 206 | 165 | ||||||
NET CASH FLOWS USED IN INVESTING ACTIVITIES | (1,640 | ) | (2,654 | ) | ||||
Non-current bank borrowing drawdowns | 1,304 | 3,887 | ||||||
Non-current bank borrowings and other financial liabilities repaid | (1,146 | ) | (1,186 | ) | ||||
Net cash flows from current bank borrowings and other financial liabilities | 116 | (2,916 | ) | |||||
Dividends of the Parent paid | (677 | ) | (323 | ) | ||||
Payments to minority interests | (347 | ) | (206 | ) | ||||
NET CASH FLOWS FROM FINANCING ACTIVITIES | (750 | ) | (744 | ) | ||||
TOTAL NET CASH FLOWS | (188 | ) | (1,484 | ) | ||||
Effect of foreign exchange rate changes on cash and cash equivalents | 34 | (17 | ) | |||||
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS | (154 | ) | (1,501 | ) | ||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 965 | 2,614 | ||||||
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD | 811 | 1,113 | ||||||
The accompanying Notes 1 to 12 are an integral part of the consolidated cash flow statements
for the first six months of 2007 and 2006.
6
Translation of interim consolidated financial statements originally issued in Spanish and prepared in accordance with IFRS as adopted by the European Union (see Notes 2 and 12). In the event of a discrepancy, the Spanish-language version prevails.
ENDESA, S.A. AND SUBSIDIARIES
INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE FIRST SIX MONTHS OF 2007 AND 2006
1. GROUP ACTIVITIES AND PURPOSE OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2007.
Endesa, S.A. (“the Parent” or “the Company”) and its subsidiaries compose the Endesa Group (“Endesa” or “the Group”). Endesa, S.A.’s registered office and headquarters are in Madrid, at calle Ribera del Loira, 60.
The Company was incorporated as a Spanish “Sociedad Anónima” in 1944 under the name of Empresa Nacional de Electricidad, S.A. and it changed its corporate name to Endesa, S.A. pursuant to a resolution adopted by the shareholders at the Annual General Meeting on 25 June 1997.
Endesa's company object is to carry on activities in the electricity business in all its various industrial and commercial areas; the exploitation of primary energy resources of all types; the provision of industrial services, particularly in the areas of telecommunications, water and gas and those preliminary or complementary to the business activities composing the Group's object, and the management of the corporate Group comprising investments in other companies. The Group may carry on the business activities composing its company object in Spain and abroad directly or through its investments in other companies. In 2005 the Endesa Group disposed of substantially all of its investments in the telecommunications business.
These interim consolidated financial statements are presented in millions of euros (unless expressly stated otherwise) because the euro is the functional currency of the principal economic area in which the Endesa Group operates.
The purpose of these interim consolidated financial statements at 30 June 2007 is to serve as the basis for the preparation of certain pro forma financial information that Enel S.p.A. must prepare and make public in the context of the takeover bid for Endesa, S.A. shares launched by Acciona, S.A. and Enel Energy Europe, S.r.L. (see Note 11).
2. BASIS OF PRESENTATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS.
2.1. Basis of presentation.
The interim consolidated financial statements of the Endesa Group for the first six months of 2007 were prepared in accordance with the International Financial Reporting Standards adopted by the European Union at the consolidated balance sheet date, in conformity with Regulation (EC) no. 1606/2002 of the European Parliament and of the Council (“IFRS”).
In the interim consolidated financial statements for the first six months of 2007 the Endesa Group applied the same accounting policies and measurement bases as those described in Notes 2 and 3 to the consolidated financial statements for 2006, and the estimates that had to be made in preparing these financial statements are basically of the same nature as those described in Note 2.2. to the aforementioned consolidated financial statements.
The only significant change in the assumptions used to make estimates was the increase in the discount rate applied to provisions for pensions and similar obligations and for the restructuring of the labour force in Spain from 4% at 31 December 2006 to 4.47% at 30 June 2007 due to increases in the euro interest rate.
7
These interim consolidated financial statements present fairly the Group's consolidated equity and financial position at 30 June 2007 and the results of its operations, the changes in the statement of recognised income and expense and the cash flows at the Group in the first six months of 2007.
The interim consolidated financial statements for the first six months of 2007 of the Endesa Group were prepared on the basis of the accounting records kept by the Company and by the other Group companies.
2.2. Subsidiaries.
Subsidiaries are defined as companies over which the Parent controls half or more of the voting power of the investee or, even if this percentage is lower, when it has the power to govern the financial and operating policies thereof.
The inclusions in and exclusions from the scope of consolidation of the Endesa Group in the first six months of 2007, with respect to the situation at 31 December 2006, were as follows:
Inclusions:
- | Parque Eólico Piano di Corda, S.r.L. |
- | Parque Eólico Serra Pelata, S.r.L. |
- | Les Ventas de Cernon, S.A. |
- | Southern Cone Power Argentina, S.A. |
- | Ambon Energy, S.A. |
- | Muzillac Energy, S.A. |
- | Endesa Hellas Power Generation and Supplies, S.A. |
- | Aguilón 20, S.A. |
Exclusions:
- | None. |
The main changes in the scope of consolidation in the first six months of 2006 with respect to 31 December 2005 were as follows:
Inclusions:
- | Compostilla Re, S.A. |
- | Explotaciones Eólicas Sierra Costera, S.A. |
- | Parque Eólico Iardino, S.r.L. |
Exclusions:
- | Empresa de Generación Termoeléctrica Ventanilla, Etevensa. |
Had these changes in the scope of consolidation taken place at the beginning of 2007 or 2006, respectively, the changes in the main aggregates in the consolidated income statements and consolidated balance sheet would not have been material in relation to the interim financial statements.
3. INDUSTRY REGULATION.
The principal developments concerning industry regulation affecting the Group in the first six months of 2007 related to the regulation of the electricity industry in Spain, the main changes being as follows.
On 30 June 2007, the Spanish Council of Ministers approved Royal Decree 871/2007 adjusting the electricity tariffs from 1 July 2007. This Royal Decree provided for an average increase of 1.81% for non-residential tariffs with respect to the tariffs that came into force on 1 January 2007. It also acknowledged ex ante the existence of a revenue shortfall in the settlements of regulated activities that will arise in the period from 1 July 2007 to 30 September 2007 amounting to EUR 750 million, which will be added to the other EUR 750 million acknowledged for the first quarter of 2007 by Royal Decree 1634/2006.
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In 2006 Royal Decree-Law 3/2006 was approved. Among other things, this Royal Decree-Law approved measures aimed at reducing the shortfall in revenue from regulated activities. More specifically, these measures included the determination of the price applicable to producers’ sales to the distributors in the same corporate group equated to bilateral contracts and the reduction of the producers’ revenue due to the internalisation, in the wholesale market price, of the cost of the greenhouse gas emission allowances.
Royal Decree 871/2007, of 30 June, established EUR 49.23/MWh as the definitive price referred to by Royal Decree-Law 3/2006 in relation to producers’ electricity sales in the wholesale market in the period from the entry into force of the Royal Decree-Law to 31 December 2006 which coincide with the electricity purchases made by a distributor in the same group for sale in the regulated market. Pursuant to that same Royal Decree-Law, these transactions have been settled at the provisional price of EUR 42.35/MWh.
At the date of preparation of these interim consolidated financial statements the definitive regulations establishing the method for calculating the deduction from the effect of the internalisation of the cost of the emission allowances on revenue had not yet been approved.
Taking into account all the foregoing, Endesa considers that the estimate of 2006 revenue made at the end of 2006 continues to be the best estimate of the amount that will ultimately be settled and, therefore, pending the completion of the legislation that is still at the implementation stage, no adjustments were made to the revenue recognised in this connection.
When the related implementing regulations have been approved, any difference that might exist with respect to the figures recorded will be recognised in the first consolidated financial statements authorised for issue after the content of the regulations is known. In any case, based on the content of Royal Decree-Law 3/2006, it is considered that any such difference should not have a material effect on the consolidated figures of Endesa.
Similarly, at the date of these interim consolidated financial statements no final administrative decision had been taken in relation to the revision of the specific costs for the remuneration of the island and non-mainland system costs for 2001 to 2005. The final decision was taken on 2 October 2007 (see Note 11).
4. CAPITAL EXPENDITURE.
The detail of the investments in property, plant and equipment in the first six months of 2007 and 2006 is as follows:
Millions of Euros | ||||
January-June 2007 (Unaudited) | ||||
Generation | Distribution and Transmission | Other | Total | |
Spain and Portugal | 485 | 519 | 13 | 1,017 |
Rest of Europe | 137 | 2 | 1 | 140 |
Latin America | 123 | 192 | 32 | 347 |
TOTAL | 745 | 713 | 46 | 1,504 |
Millions of Euros | ||||
January-June 2006 (Unaudited) | ||||
Generation | Distribution and Transmission | Other | Total | |
Spain and Portugal | 374 | 584 | 16 | 974 |
Rest of Europe | 83 | - | 1 | 84 |
Latin America | 140 | 220 | 8 | 368 |
TOTAL | 597 | 804 | 25 | 1,426 |
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At 30 June 2007, the Group companies had property, plant and equipment purchase commitments amounting to EUR 2,498 million.
There were no significant divestments in the first six months of 2007.
5. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD AND NON-CURRENT FINANCIAL ASSETS.
There were no significant changes in the balance of these headings in the first half of 2007. The most noteworthy variations related to the evolution of Gas Atacama and the transactions involving the shares of this company.
The financial position of Gas Atacama, in which Endesa has an ownership interest of 18.2% through its 50% holding in Endesa Chile, was affected by the unavailability of gas from Argentina.
In parallel, CMS, which owns the other 50% of the shares of Gas Atacama, had initiated the sale of its ownership interest and the loans that it had granted this company. Endesa Chile exercised its pre-emption rights and, in turn, sold the shares to Southern Cross for the same amount as that for which it had acquired them.
Gas Atacama has entered into certain framework agreements for the amendment of electricity supply or back-up contracts, which contain more advantageous trading terms and conditions that will enable it to improve its operating and financial position.
The agreements entered into by Gas Atacama were subject to the condition precedent that Endesa Chile exercised its pre-emption rights on CMS’s ownership interest in Gas Atacama and on the loans that it had granted to it and that it subsequently sold them to Southern Cross, which it did.
In view of the situation at Gas Atacama, the Group performed the related impairment test at 30 June 2007, taking into account the aforementioned agreements when measuring the investment in the company. The impairment test conducted did not disclose any need to write down the carrying amount of the investment, the carrying amount of which in the consolidated balance sheet at 30 June 2007 was EUR 243 million.
6. DIVIDENDS.
The interim dividend for 2006 approved by the Board of Directors of Endesa, S.A. on 24 October 2006 amounted to EUR 0.5 gross per share, giving a total dividend of EUR 529 million. This amount was paid to the shareholders on 2 January 2007 and was deducted from the Parent’s equity at 31 December 2006.
Also, as approved by the shareholders at the Annual General Meeting held on 20 June 2007, on 2 July Endesa paid a final dividend of EUR 1.14 per share out of the profit for 2006. Following this payment, the total amount earmarked for shareholder remuneration out of the profit for 2006, including the interim dividend of EUR 0.5 gross per share paid on 2 January, amounted to EUR 1.64 per share, giving a total disbursement of EUR 1,736 million.
In addition, in the first quarter of 2007 Endesa paid an attendance fee of EUR 0.15 gross per share for attending the Extraordinary General Meeting scheduled to be held on 20 March, as a result of which an additional amount of EUR 148 million was paid to the shareholders.
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7. ISSUES, REIMBURSEMENTS OR RETIREMENTS OF DEBT SECURITIES.
The detail of the issues, reimbursements or retirements of debt securities in the first six months of 2007 and 2006 is as follows:
January-June 2007 (Unaudited) | ||||
Issuer | Transaction | Outstanding Balance (Millions of Euros) | Interest Rate (%) | Guarantor |
Endesa Capital | Retirements | 513 | 3.52 | Endesa |
Endesa Capital | Issues | 353 | 3.76 | Endesa |
International Endesa | Retirements | 80 | 3.56 | Endesa |
International Endesa | Issues | 3,350 | 3.59 | Endesa |
International Endesa | Retirements | 2,640 | 3.75 | Endesa |
January-June 2006 (Unaudited) | ||||
Issuer | Transaction | Outstanding Balance (Millions of Euros) | Interest Rate (%) | Guarantor |
Endesa Capital | Retirements | 30 | 2.97 | Endesa |
Endesa Capital | Issues | 609 | 3.03 | Endesa |
International Endesa | Retirements | 750 | 5.25 | Endesa |
International Endesa | Retirements | 44 | 2.64 | Endesa |
International Endesa | Retirements | 49 | 2.68 | Endesa |
International Endesa | Issues | 2,155 | 2.77 | Endesa |
International Endesa | Retirements | 2,167 | 2.48 | Endesa |
At 30 June 2007, neither Endesa, S.A. nor any of its significant subsidiaries was failing to comply with the covenants habitually found in agreements of this nature.
8. SEGMENT REPORTING.
Segment information for the first six months of 2007 and 2006 is presented below:
11
Millions of Euros | ||||||||||||||||||||||||||||||||
January-June 2007 (Unaudited) | January-June 2006 (Unaudited) | |||||||||||||||||||||||||||||||
Spain and Portugal | Rest of Europe | Latin America | Total | Spain and Portugal | Rest of Europe | Latin America | Total | |||||||||||||||||||||||||
REVENUE | 4,997 | 2,066 | 3,310 | 10,373 | 5,268 | 2,251 | 3,082 | 10,601 | ||||||||||||||||||||||||
Sales | 4,832 | 1,992 | 3,230 | 10,054 | 4,826 | 2,087 | 3,033 | 9,946 | ||||||||||||||||||||||||
Other operating income | 165 | 74 | 80 | 319 | 442 | 164 | 49 | 655 | ||||||||||||||||||||||||
PROCUREMENTS AND SERVICES | (1,958 | ) | (1,284 | ) | (1,599 | ) | (4,841 | ) | (2,315 | ) | (1,492 | ) | (1,495 | ) | (5,302 | ) | ||||||||||||||||
Power purchased | (474 | ) | (674 | ) | (873 | ) | (2,021 | ) | (537 | ) | (546 | ) | (851 | ) | (1,934 | ) | ||||||||||||||||
Cost of fuel consumed | (1,040 | ) | (588 | ) | (331 | ) | (1,959 | ) | (1,061 | ) | (733 | ) | (214 | ) | (2,008 | ) | ||||||||||||||||
Transmission expenses | (263 | ) | (5 | ) | (187 | ) | (455 | ) | (173 | ) | (12 | ) | (184 | ) | (369 | ) | ||||||||||||||||
Other variable procurements and services | (181 | ) | (17 | ) | (208 | ) | (406 | ) | (544 | ) | (201 | ) | (246 | ) | (991 | ) | ||||||||||||||||
CONTRIBUTION MARGIN | 3,039 | 782 | 1,711 | 5,532 | 2,953 | 759 | 1,587 | 5,299 | ||||||||||||||||||||||||
Work on non-current assets | 89 | 3 | 13 | 105 | 76 | 1 | 13 | 90 | ||||||||||||||||||||||||
Staff costs | (561 | ) | (81 | ) | (198 | ) | (840 | ) | (500 | ) | (75 | ) | (192 | ) | (767 | ) | ||||||||||||||||
Other fixed operating expenses | (566 | ) | (97 | ) | (303 | ) | (966 | ) | (499 | ) | (98 | ) | (263 | ) | (860 | ) | ||||||||||||||||
GROSS PROFIT FROM OPERATIONS | 2,001 | 607 | 1,223 | 3,831 | 2,030 | 587 | 1,145 | 3,762 | ||||||||||||||||||||||||
Depreciation and amortization charge | (629 | ) | (158 | ) | (267 | ) | (1,054 | ) | (527 | ) | (128 | ) | (236 | ) | (891 | ) | ||||||||||||||||
PROFIT FROM OPERATIONS | 1,372 | 449 | 956 | 2,777 | 1,503 | 459 | 909 | 2,871 | ||||||||||||||||||||||||
FINANCIAL LOSS | (188 | ) | (39 | ) | (269 | ) | (496 | ) | (200 | ) | (25 | ) | (244 | ) | (469 | ) | ||||||||||||||||
Net finance costs | (190 | ) | (37 | ) | (267 | ) | (494 | ) | (192 | ) | (25 | ) | (263 | ) | (480 | ) | ||||||||||||||||
Translation differences | 2 | (2 | ) | (2 | ) | (2 | ) | (8 | ) | - | 19 | 11 | ||||||||||||||||||||
Result of companies accounted for using the equity method | 3 | 6 | (3 | ) | 6 | 42 | (4 | ) | 8 | 46 | ||||||||||||||||||||||
Income from other investments | 6 | - | - | 6 | 7 | - | - | 7 | ||||||||||||||||||||||||
Income from asset disposals | 9 | - | 1 | 10 | 225 | 1 | 34 | 260 | ||||||||||||||||||||||||
PROFIT BEFORE TAX | 1,202 | 416 | 685 | 2,303 | 1,577 | 431 | 707 | 2,715 | ||||||||||||||||||||||||
Income tax | (324 | ) | (145 | ) | (210 | ) | (679 | ) | (440 | ) | (18 | ) | (15 | ) | (473 | ) | ||||||||||||||||
PROFIT FOR THE PERIOD | 878 | 271 | 475 | 1,624 | 1,137 | 413 | 692 | 2,242 | ||||||||||||||||||||||||
Parent | 873 | 206 | 176 | 1,255 | 1,132 | 322 | 302 | 1,756 | ||||||||||||||||||||||||
Minority interests | 5 | 65 | 299 | 369 | 5 | 91 | 390 | 486 |
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Millions of Euros | ||||||||||||||||||||||||||||||||
30 June 2007 (Unaudited) | 31 December 2006 | |||||||||||||||||||||||||||||||
Spain and Portugal | Rest of Europe | Latin America | Total | Spain and Portugal | Rest of Europe | Latin America | Total | |||||||||||||||||||||||||
ASSETS | ||||||||||||||||||||||||||||||||
Non-current assets | 26,416 | 6,025 | 14,489 | 46,930 | 26,330 | 6,068 | 13,982 | 46,380 | ||||||||||||||||||||||||
Property, plant and equipment | 20,243 | 3,816 | 10,532 | 34,591 | 19,758 | 3,872 | 10,084 | 33,714 | ||||||||||||||||||||||||
Investment property | 30 | - | 49 | 79 | 32 | - | 49 | 81 | ||||||||||||||||||||||||
Intangible assets | 366 | 42 | 88 | 496 | 660 | 66 | 78 | 804 | ||||||||||||||||||||||||
Goodwill | 61 | 1,676 | 2,284 | 4,021 | 61 | 1,653 | 2,272 | 3,986 | ||||||||||||||||||||||||
Non-current financial assets | 3,778 | 67 | 572 | 4,417 | 3,839 | 89 | 554 | 4,482 | ||||||||||||||||||||||||
Investments accounted for using the equity method | 412 | 118 | 190 | 720 | 407 | 81 | 161 | 649 | ||||||||||||||||||||||||
Deferred tax assets | 1,526 | 306 | 774 | 2,606 | 1,573 | 307 | 784 | 2,664 | ||||||||||||||||||||||||
Current assets | 4,193 | 1,124 | 2,681 | 7,998 | 3,924 | 1,171 | 2,613 | 7,708 | ||||||||||||||||||||||||
Inventories | 581 | 222 | 107 | 910 | 615 | 176 | 91 | 882 | ||||||||||||||||||||||||
Trade and other receivables | 3,451 | 758 | 2,014 | 6,223 | 3,099 | 862 | 1,858 | 5,819 | ||||||||||||||||||||||||
Current financial assets | 44 | - | 10 | 54 | 35 | 1 | 3 | 39 | ||||||||||||||||||||||||
Cash and cash equivalents | 117 | 144 | 550 | 811 | 175 | 132 | 658 | 965 | ||||||||||||||||||||||||
Non-current assets classified as held for sale | - | - | - | - | - | - | 3 | 3 | ||||||||||||||||||||||||
TOTAL ASSETS | 30,609 | 7,149 | 17,170 | 54,928 | 30,254 | 7,239 | 16,595 | 54,088 | ||||||||||||||||||||||||
EQUITY AND LIABILITIES | ||||||||||||||||||||||||||||||||
Equity | 5,773 | 3,370 | 7,235 | 16,378 | 5,980 | 3,292 | 6,664 | 15,936 | ||||||||||||||||||||||||
Of the Parent | 5,725 | 2,403 | 3,314 | 11,442 | 5,936 | 2,333 | 3,022 | 11,291 | ||||||||||||||||||||||||
Of minority interests | 48 | 967 | 3,921 | 4,936 | 44 | 959 | 3,642 | 4,645 | ||||||||||||||||||||||||
Non-current liabilities | 19,716 | 2,775 | 7,913 | 30,404 | 19,513 | 2,757 | 7,737 | 30,007 | ||||||||||||||||||||||||
Deferred income | 2,392 | 100 | 169 | 2,661 | 2,185 | 116 | 141 | 2,442 | ||||||||||||||||||||||||
Long-term provisions | 3,280 | 253 | 789 | 4,322 | 3,407 | 274 | 761 | 4,442 | ||||||||||||||||||||||||
Bank borrowings and other financial liabilities | 13,177 | 1,663 | 5,908 | 20,748 | 13,043 | 1,643 | 5,801 | 20,487 | ||||||||||||||||||||||||
Other non-current payables | 429 | 416 | 119 | 964 | 444 | 427 | 114 | 985 | ||||||||||||||||||||||||
Deferred tax liabilities | 438 | 343 | 928 | 1,709 | 434 | 297 | 920 | 1,651 | ||||||||||||||||||||||||
Current liabilities | 5,120 | 1,004 | 2,022 | 8,146 | 4,761 | 1,190 | 2,194 | 8,145 | ||||||||||||||||||||||||
Bank borrowings and other financial liabilities | (9 | ) | 207 | 516 | 714 | (9 | ) | 163 | 475 | 629 | ||||||||||||||||||||||
Current trade and other payables | 5,129 | 797 | 1,506 | 7,432 | 4,770 | 1,027 | 1,719 | 7,516 | ||||||||||||||||||||||||
TOTAL EQUITY AND LIABILITIES | 30,609 | 7,149 | 17,170 | 54,928 | 30,254 | 7,239 | 16,595 | 54,088 |
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Millions of Euros | ||||||||||||||||||||||||||||||||
January-June 2007 (Unaudited) | January-June 2006 (Unaudited) | |||||||||||||||||||||||||||||||
Spain and Portugal | Rest of Europe | Latin America | Total | Spain and Portugal | Rest of Europe | Latin America | Total | |||||||||||||||||||||||||
Gross profit before tax and minority interests | 1,202 | 416 | 685 | 2,303 | 1,577 | 431 | 707 | 2,715 | ||||||||||||||||||||||||
Depreciation and amortisation charge | 629 | 158 | 267 | 1,054 | 527 | 128 | 236 | 891 | ||||||||||||||||||||||||
Income from asset disposals | (9 | ) | - | (1 | ) | (10 | ) | (225 | ) | (1 | ) | (34 | ) | (260 | ) | |||||||||||||||||
Income tax | (332 | ) | (101 | ) | (151 | ) | (584 | ) | (403 | ) | (187 | ) | (190 | ) | (780 | ) | ||||||||||||||||
Provisions paid | (168 | ) | (3 | ) | (32 | ) | (203 | ) | (201 | ) | (6 | ) | (35 | ) | (242 | ) | ||||||||||||||||
Other results not giving rise to cash flows | 12 | (35 | ) | 37 | 14 | (18 | ) | (25 | ) | (6 | ) | (49 | ) | |||||||||||||||||||
Cash flows from operations | 1,334 | 435 | 805 | 2,574 | 1,257 | 340 | 678 | 2,275 | ||||||||||||||||||||||||
Change in income tax payable | 263 | (14 | ) | (81 | ) | 168 | 282 | (110 | ) | 11 | 183 | |||||||||||||||||||||
Change in operating current assets/liabilities | (122 | ) | (173 | ) | (245 | ) | (540 | ) | (344 | ) | (163 | ) | (37 | ) | (544 | ) | ||||||||||||||||
Net cash flows from operating activities | 1,475 | 248 | 479 | 2,202 | 1,195 | 67 | 652 | 1,914 | ||||||||||||||||||||||||
Investments in property, plant and equipment and intangible assets | (1,244 | ) | (91 | ) | (364 | ) | (1,699 | ) | (1,218 | ) | (96 | ) | (392 | ) | (1,706 | ) | ||||||||||||||||
Disposals of property, plant and equipment and intangible assets | 9 | 6 | 6 | 21 | 22 | 2 | 74 | 98 | ||||||||||||||||||||||||
Investments in Group companies | - | (41 | ) | (46 | ) | (87 | ) | (2 | ) | - | - | (2 | ) | |||||||||||||||||||
Other investments | (196 | ) | (14 | ) | (26 | ) | (236 | ) | (1,256 | ) | (78 | ) | (14 | ) | (1,348 | ) | ||||||||||||||||
Disposals of other investments | 117 | 14 | 24 | 155 | 83 | 19 | 35 | 137 | ||||||||||||||||||||||||
Cash flows due to changes in the scope of consolidation | - | - | - | - | 1 | 1 | - | 2 | ||||||||||||||||||||||||
Grants and other deferred income | 179 | 3 | 24 | 206 | �� | 141 | - | 24 | 165 | |||||||||||||||||||||||
Net cash flows used in investing activities | (1,135 | ) | (123 | ) | (382 | ) | (1,640 | ) | (2,229 | ) | (152 | ) | (273 | ) | (2,654 | ) | ||||||||||||||||
Non-current bank borrowing drawdowns | 636 | 8 | 660 | 1,304 | 3,156 | 104 | 627 | 3,887 | ||||||||||||||||||||||||
Non-current bank borrowings and other financial liabilities repaid | (857 | ) | (38 | ) | (251 | ) | (1,146 | ) | (852 | ) | (173 | ) | (161 | ) | (1,186 | ) | ||||||||||||||||
Net cash flows from current bank borrowings and other financial liabilities | 390 | 84 | (358 | ) | 116 | (2,875 | ) | 279 | (320 | ) | (2,916 | ) | ||||||||||||||||||||
Dividends of the Parent paid | (567 | ) | (110 | ) | - | (677 | ) | (81 | ) | (129 | ) | (113 | ) | (323 | ) | |||||||||||||||||
Payments to minority interests | - | (57 | ) | (290 | ) | (347 | ) | (2 | ) | (48 | ) | (156 | ) | (206 | ) | |||||||||||||||||
Net cash flows from financing activities | (398 | ) | (113 | ) | (239 | ) | (750 | ) | (654 | ) | 33 | (123 | ) | (744 | ) | |||||||||||||||||
Total net cash flows | (58 | ) | 12 | (142 | ) | (188 | ) | (1,688 | ) | (52 | ) | 256 | (1,484 | ) | ||||||||||||||||||
Effect of foreign exchange rate changes on cash and cash equivalents | - | - | 34 | 34 | - | - | (17 | ) | (17 | ) | ||||||||||||||||||||||
Net increase/decrease in cash and cash equivalents | (58 | ) | 12 | (108 | ) | (154 | ) | (1,688 | ) | (52 | ) | 239 | (1,501 | ) | ||||||||||||||||||
Cash and cash equivalents at beginning of period | 175 | 132 | 658 | 965 | 1,910 | 127 | 577 | 2,614 | ||||||||||||||||||||||||
Cash and cash equivalents at end of period | 117 | 144 | 550 | 811 | 222 | 75 | 816 | 1,113 |
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9. RELATED PARTY TRANSACTIONS.
9.1. Transactions with significant shareholders of the Company.
The material transactions performed in the first six months of 2007 and 2006 with Groups of companies headed by significant shareholders, all of which were carried out on an arm’s length basis, were as follows:
January-June 2007 (Unaudited) | ||
Related Party | Description of the Transaction | Amount (Millions of Euros) |
Caja Madrid | Services provided | 9 |
Financing agreements: loans | 64 | |
Financing agreements: other | 348 | |
Interest paid | 30 | |
Interest charged | 40 | |
Unpaid accrued interest | 21 | |
Uncollected accrued interest | 10 | |
Guarantees | 102 | |
Purchase option obligations | 58 | |
Sale option obligations | 1 | |
Other (*) | 1,956 | |
Acciona Group | Purchases of goods (finished or otherwise) | 64 |
Services provided | 10 | |
Services received | 8 | |
Enel Group | Purchases of goods (finished or otherwise) | 1 |
Sales of goods (finished or otherwise) | 82 | |
Services | 21 |
January-June 2006 (Unaudited) | ||
Related Party | Description of the Transaction | Amount (Millions of Euros) |
Caja Madrid | Financing agreements: loans | 25 |
Interest paid | 30 | |
Interest charged | 40 | |
Unpaid accrued interest | 15 | |
Uncollected accrued interest | 11 | |
Guarantees | 114 | |
Other (*) | 4,665 |
(*) The amounts included in “Other” relate mainly to the notional amount of financial derivatives arranged with Caja Madrid.
9.2. Transactions with the Company’s directors and executives.
The significant transactions performed in the first six months of 2007 and 2006 with the Company’s directors and senior executives were as follows:
January-June 2007 (Unaudited) | |
Description of the Transaction | Amount (Millions of Euros) |
Remuneration | 20 |
Contributions to pension plans and life insurance policies | 3 |
Guarantees | 49 |
Financing agreements: loans | 5 |
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January-June 2006 (Unaudited) | |
Description of the Transaction | Amount (Millions of Euros) |
Remuneration | 19 |
Contributions to pension plans and life insurance policies | 3 |
Guarantees | 47 |
Financing agreements: loans | 5 |
At June 30 2007, the Company had provisioned in full the pre-retirement and pension obligations to the directors and senior executives.
10. OTHER DISCLOSURES.
In order to be able to compare the results between the six-month periods ended 30 June 2007 and 30 June 2006, the following matters relating to unusual events of significant amounts must be taken into account:
- | The recognition in the first six months of 2006 of certain excess costs of non-mainland generation in the period from 2001 to 2005 amounting to EUR 227 million as operating income and the related interest amounting to EUR 31 million as finance income. |
- | The tax effect recognised in the period ended 30 June 2006 of adjusting the tax bases and carrying amounts of the non-current assets of Endesa Italia, as required by Italian legislation, which had a positive tax impact of EUR 148 million (EUR 118 million after minority interests). |
- | The recognition in the first six months of 2006 of the tax effect of the merger of Elesur and Chilectra, which gave rise to the recognition of a tax asset of EUR 170 million (EUR 101 million after minority interests). |
- | The effect in the first six months of 2006 of the sale of certain assets (mainly a 5.01% investment in Auna) for EUR 260 million (EUR 225 million after taxes and minority interests. |
In the six-month period ended 30 June 2007 there were no material unusual items.
Group management considers that the provisions recognised in the interim consolidated financial statements at 30 June 2007 adequately cover the contingencies relating to litigation, arbitration and claims and no liabilities additional to those recognised are expected to arise.
11. EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE.
On 20 September 2007, ENDESA, S.A. completed the sale of 2,705,400 shares of Red Eléctrica de España, S.A. representing 2% of the latter’s share capital through various transactions carried out in recent months, the most significant of which was the sale of 1.35% of the share capital to Citigroup, which subsequently placed it on the market. The 2% ownership interest was sold for EUR 96 million, representing an average price per share of EUR 35.33. This sale reduced Endesa, S.A.’s ownership interest in Red Eléctrica de España, S.A. to 1%, thereby complying with the limits established, for 31 December 2007, by current legislation.
A resolution of the Directorate-General of Energy Policy and Mines establishing a revision of the definitive specific costs for the remuneration for the island and non-mainland electricity systems for 2001 to 2005 was approved on 2 October 2007. Through the resolution, the Directorate-General established that the definitive amount of those costs at 31 December 2005, after discounting the annual amounts for 2003, 2004 and 2005 of the provisional shortfall for 2001-2002 and including the finance costs accrued each year, calculated using an interest rate equal to average annual three-month Euribor, was EUR 921 million.
16
One of the conditions of the takeover bid launched by Acciona, S.A. and Enel Energy Europe, S.r.L. for all the shares of Endesa, S.A. was that certain articles of the bylaws of Endesa, S.A. be changed. In order to enable the shareholders to decide on the bylaw changes on which Acciona, S.A. and Enel Energy Europe, S.r.L. had made the takeover bid conditional, the Board of Directors called an Extraordinary General Meeting for 25 September 2007 and resolved to pay an attendance fee of EUR 0.15 per share, as a result of which EUR 148 million were paid to the shareholders in this connection.
On 5 October 2007, in compliance with Article 27.2 of Royal Decree 1197/1991, of 26 July, the Spanish National Securities Market Commission (CNMV) announced that the takeover bid launched by Acciona, S.A. and Enel Energy Europe, S.r.L. for all the shares of Endesa, S.A., from which 487,116,120 shares, equal to 46.01% of the share capital, were excluded as a result of having been blocked by their respective holders, as indicated in the related information memorandum, had been accepted by the holders of 487,601,643 shares, representing 85.30% of the shares at which the bid had been targeted and 46.05% of the share capital of the company affected. Of the aforementioned figure, 4,541,626 shares related to the US bid. Accordingly, the takeover bid was successful, since it was accepted by the holders of shares exceeding the minimum threshold established by the bidders for it to be considered valid.
Once the positive outcome of the takeover bid has been announced by the CNMV, Enel, S.p.A. and Acciona, S.A. will be able to take the necessary steps to implement the agreement relating to the joint management of Endesa, S.A. entered into by the two parties on 26 March 2007. These measures include most notably the agreement entered into with E.on AG. on 2 April 2007 whereby the former undertook to submit for consideration by the managing bodies of Endesa the sale to the latter of certain assets in Italy, France, Poland and Turkey, together with other Endesa generating assets in Spain, and the assignment of certain volume of nuclear production capacity for a period of ten years.
12. EXPLANATION ADDED FOR TRANSLATION TO ENGLISH.
These interim consolidated financial statements are presented on the basis of IFRS as adopted by the European Union. Certain accounting practices applied by the Group that conform with IFRS may not conform with other generally accepted accounting principles.
10 October 2007
Rafael Miranda | Carlos Torres |
CEO | CFO |
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