Annual Report 2010 - Enel.com

disposal, on September 23, 2009, of 51% of SeverEnergia,
a Russian company 100% owned until that date by
Artic Russia, in which Enel and Eni have stakes of 40%
and 60%, respectively. Taking account of the existing
governance mechanisms, which enable Enel to exercise
a significant influence over the company through Artic
Russia, as from that date SeverEnergia has been accounted
for using the equity method rather than being
consolidated on a proportionate basis;
> disposal, on September 30, 2009, by Enel Distribuzione
of 80% of Enel Rete Gas. Following the transaction,
Enel’s stake in Enel Rete Gas fell from 99.88% to
19.8%, with the consequent loss of control. Taking account
of the existing governance mechanisms, which
enable Enel to exercise a significant influence over the
company, as from that date Enel Rete Gas has been accounted
for using the equity method rather than being
consolidated on a line-by-line basis.
2010
> establishment of SE Hydropower, which operates in
the generation of electricity in the Province of Bolzano,
which as from June 1, 2010, the Group, despite holding
only 40%, consolidates on a full line-by-line basis
owing to specific shareholders’ agreements concerning
the governance of the company. The fair value of the
assets acquired and liabilities and contingent liabilities
assumed with the operation have been recognized on
a provisional basis pending their definitive determination
pursuant to IFRS 3;
> disposal, on July 1, 2010, by Endesa of 50.01% of Endesa
Hellas, a Greek company operating in the renewables
generation sector;
> disposal, on December 17, 2010, of 80% of Nubia 2000,
a company owning assets (acquired during the year by
Endesa Gas) in the gas transport and distribution industry
in Spain. The sale also includes a 35% stake in Gas Aragon,
which had previously been acquired by Nubia 2000.
Final allocation of the purchase price of the
assets acquired and liabilities assumed in
respect of 25.01% of Endesa
Following the acquisition on June 25, 2009 of the 25.01%
of Endesa held directly and indirectly by Acciona, as from
that date Enel holds 92.06% of that company, exercising
full control.
180 Enel Annual Report 2010 Consolidated financial statements
In accordance with IFRS 3, in the consolidated financial
statements at December 31, 2009, the fair values of the
assets acquired and the liabilities and contingent liabilities
assumed at the acquisition date had been determined on
a provisional basis, since as at the balance sheet date a
number of valuation processes for the last acquisition step
had not yet been completed. The balance sheet included
in the consolidated financial statements at December 31,
2009 reflected a number of adjustments made to the provisional
allocation at the date of the last acquisition step,
refering essentially to the adjustment of certain liabilities
associated with certain components of Spain’s power
transmission grid.
The definitive fair value of the assets acquired and the liabilities
and contingent liabilities assumed was determined
in the 1st Half of 2010 (by the time limit established under
IFRS 3 in the 2003 version applicable until January 1,
2010) and the positive difference between the purchase
price and the fair value of the net assets acquired, equal to
€3,424 million, was recognized under goodwill.
The following table reports the definitive calculation of the
goodwill related to the acquisition of 25.01% of Endesa:
Calculation of goodwill
Millions of euro
Net assets acquired before allocation (1) Fair value adjustments:
5,395
(2)
- property, plant and equipment 262
- intangible assets 587
- other assets 31
- other non-current liabilities 1,109
- net deferred tax liabilities (593)
- minority interests (526)
Net assets acquired after allocation (1) 6,265
Value of the transaction (3) 9,689
Goodwill 3,424
(1) Net assets stated in proportion to Enel’s 25.01% holding.
(2) The adjustments have been determined with respect to a stake of 32.95%,
which includes the portion attributable to minority interests.
(3) Including incidental expenses.
The goodwill of €3,424 million, in compliance with IFRS
3, reflects the positive difference between the purchase
price and the fair value of the net assets acquired and regards
the future economic benefits that cannot be separately
recognized under the accounting principle.