Group profile

The Acea Group is one of the main Italian utility, with over a century of history, active in the industrial management of networks and services of general economic interest. Its activities cover the segments of the energy industry (from generation to distribution, from the sale of electricity and gas to the management of public lighting), the integrated water service (from catchment and distribution to collection and treatment) and waste management services (treatment and economic handling of waste).

Participating in the changes which have affected these sectors and following the evolution of the same, on a consistent basis with the mission of governing and running public utility services, Acea has grown endowing itself with companies with whom it faces new challenges, just consider the energy savings and efficiency services, the production of electricity from renewable sources, the exploitation of waste and sludge deriving from water treatment.

The company has extended and strengthened its commitment throughout the territory beyond the original area of operations centred on Rome, which characterised the very identity and to which it remains fundamentally linked. In the management of the water services, in fact, the Group companies are active in Italy, from tuscany to Campania, also taking part in certain foreign activities in latin America. to-date, according to the most recent data, the Acea Group is the leading Italian operator in the water sector, in terms of inhabitants served, the third leading operator in Italy both in terms of volumes of electricity distributed and volumes sold on the end energy market and fifth national operator in terms of volumes of waste treated.

The history of Acea

 1909 established as the Azienda Elettrica Municipale (AEM) for the Municipality of Rome, with the aim of supplying electricity for public and private lighting

1937 the Company becomes Azienda Governatoriale Elettricità e Acque (AGEA), with the conferral of the aqueduct services

1945 the Company changes its name to A.C.E.A. – Azienda Comunale Elettricità ed Acque

1964 the Company takes over the assets of Società Acqua Marcia and acquires the management of the entire Roman aqueduct service

1975 it is appointed by the Rome Municipal Authority to carry out the plan to improve the water and sanitary conditions in outlying districts of Rome

1985 it acquires the waste water treatment service, laying the foundations for the integrated management of the entire water cycle

1989 the company changes its name to A.C.E.A. – Azienda Comunale Energia e Ambiente and develops expertise in the artistic and monumental lighting sector

1992 the Company acquires legal status, entrepreneurial independence and Articles of Association, maintaining its nature of instrumental municipal body

1998 on 1 January Acea begins to operate as a Joint-Stock Company under the name of Acea SpA

1999 it is listed on the Stock Exchange and becomes a corporate group

2000 the Company adopts a policy for expansion on both the Italian and overseas markets and explores new areas

2001 it acquires Enel SpA’s energy distribution business segment serving Rome’s metropolitan area

2002 it is awarded the management of the integrated water cycle in Ato 2 – Central lazio and acquires the management of the sewage service in the Municipality of Rome; it creates a strategic joint venture – AceaElectrabel – with the partner Gdf Suez Energia Italia SpA

2003 together with other partners it acquires tirreno power. In the water sector, it is awarded the management of the integrated water service in new optimum Areas of operation (Ato)

2004 it develops its production capacity: AceaElectrabel produzione acquires the electricity generation initiatives from the other partners. It is awarded the pl service in naples. water management activities in tuscany are consolidated.

2005 it further enhances production and develops sales activities in the energy sector, in view of their balancing; in the integrated water sector, it concentrates its commitment towards the neighbouring optimum Areas of operation

2006 it acquires control over tAd Energia Ambiente SpA, operative within the sphere of the production of energy from waste (waste-to-energy); it enhances its sales capacity of energy and gas (in puglia and in tuscany ); it consolidates the management activities of the water service in the tuscan optimum Areas of operation

2007 it increases its capacity to produce electricity from both  traditional sources and renewable ones. In this latter sphere, it launches a considerable enhancement programme, in particular from wind and photovoltaic sources

2008 it concludes the phase for the construction and operational launch of the new thermoelectric plants, increases the ventures in the field of renewable energy and lays the foundations for the growth of the waste-toenergy business. by means of the formation of Acea8cento, it internalizes the management of the channels of contact between Group companies and customers

2009 the Company consolidates integrated water management services in Atos in lazio, Campania, tuscany and umbria and expands waste-to-Energy and energy production from renewable sources

2010 it defines the outline Agreement with the partner Gdf Suez, for the winding up of the Jv with Electrabel in the energy generation, sale and trading sector; it increases its commitment in the sector of renewables (photovoltaic) and the waste management industrialarea

2011 following the winding up of the Jv with the partner Gdf Suez, Acea acquires complete autonomy in the energy sector, with the establishment of an industrial production and sales structure under its full ownership and management; it develops technological innovation activities in relation to the operating excellence in electricity distribution (smart grid); it increases the production of energy from renewable sources and continues to develop activities pertaining to the Environment industrial area.

Chart No.2 - ACEA GROUP ACTIVITIES

aceagroupactivities.jpg

Table No.5 - THE ACEA GROUP:THE NUMBERS FOR 2011

employees (number, per % of consolidation)7,050
net revenues (millions of Euro)3,538
total capitalisation (millions of Euro)3,397.9
    bonds988.7
    shares1,098.9
    long-term loans1,310.3
total balance sheet assets (millions of Euro)6,617.4
electricity 
generation (Gwh) (gross)544.4
  from renewable sources (GWh) (gross)447.7
    hydroelectric321
    photovoltaic52
    waste-to-energy74.7
distribution (Gwh)11,872
sale (Gwh) (free and protected market)16,537.5
electricity and gas customers (number)1,460,959
waste to energy (WtE) 
energy generation (Gwh) (gross)149.4
waste treated - wdf (t)158,557
public lighting 
lighting units managed in Rome (number)181,991
water (integrated water service) 
drinking water supplied (Mm3)668.7
number of analytical controls on drinking water1,102,737
waste water treated (Mm3)935.6
inhabitants served in Italy (millions)8.5
    abroad (millions)9.7
NB: the figures relating to energy generation relate to Acea Produzione, to Acea Reti e Servizi Energetici and to A.R.I.A., which Acea SpA wholly owns (see Environmental issues and the Environment accounts); the figures relating to the water services, 100% attributable to the Group, refer to the main water companies.

The Municipality of Rome is Acea SpA’s majority shareholder with 51% of the share capital, while the remaining 49% is listed
on the Electronic Stock Exchange organised and managed by the borsa Italiana. As of 31 December 2011, other significant
shareholdings in the share capital, direct or indirect, were in circulation on the market (22.5%), held by the Caltagirone Group (15%) and the Gdf-SuEZ Group (11.5%).

Chart No.3 - THE SHAREHOLDING STRUCTURE AS OF 31 DECEMBER 2011

shareholdingstructure.jpg

Acea SpA, the parent Company, holds the corporate shareholdings and exercises strategic policy and economicfinancial co-ordination functions for the Group’s activities. It also carries out activities for the management support and control of the operating companies via services of an executive, legal, logistical, technical, financial and administrative nature. Acea SpA’s macrostructure, after the reorganisation in 20119 is divided up into corporate functions and four business areas - Water, networks, Energy, Environment - to whom the individual companies report (see chart no. 6).

The Group’s scope of consolidation as of 31 december 2011 included the 50 companies listed in table no. 6 (consolidated in the financial statements using the line-by-line and proportional method ) and an additional 15 companies carried at equity.

The most significant changes which took place during the year in the scope of consolidation mainly derive from the winding up of the energy joint venture outstanding since 2002 with the partner Gdf Suez Energy Italia, which led to measures on both the companies included in the scope and the consolidation criteria. the companies involved in the trading and generation of energy (from traditional and wind sources) left the scope of consolidation, these including AceaElectrabel produzione with its investee companies and tirreno power, while three new companies were established, wholly-owned by Acea SpA: Acea Energia holding, Acea Energia and Acea produzione; the holdings owned by Acea SpA in the energy sales companies, also previously included in the joint venture, were also increased. other changes in the scope of consolidation concerned: the merger via incorporation of terni En.A., EAll, Enercombustibili and Ergo Ena in the company A.R.I.A.; the change in the consolidation criteria of Acquedotto del fiora; and the first-time consolidation of the company Innovazione Sostenibilità Ambientale (ISA).

9 For additional information on the 2011 reorganisation of the macrostructure, please refer to the section Corporate governance within Acea.

Table no. 6 - SCOPE OF CONSOLIDATION AS OF 31 December (companies consolidated on a line-by-line and proportional basis)

company name registered office Acea SpA % holding
consolidation method
Acea Distribuzione SpA Rome 100.00% line-by-line
Acea Ato 2 SpA Rome 96.46% line-by-line
Acea Reti e Servizi Energetici SpA Rome 100.00% line-by-line
Acque Blu Arno Basso SpA Rome 69.00% line-by-line
Acque Blu Fiorentine spa Rome 69.00% line-by-line
Ombrone SpA Rome 84.57% line-by-line
Laboratori SpA Rome 100.00% line-by-line
Acea ato 5 SpA Frosinone 94.48% line-by-line
Sarnese Vesuviano SpA Rome 95.79% line-by-line
Crea spa Rome 100.00% line-by-line
Crea Gestioni Srl (*) Rome 100.00% line-by-line
Gesesa SpA Benevento 59.67% line-by-line
Lunigiana SpA Aulla (MS) 95.79% line-by-line
Aguazul Bogotá SA
Bogotá-Colombia 51.00% line-by-line
Acea Dominicana SA
Santo Domingo 100.00% line-by-line
A.R.I.A SpA (**) Terni 100.00% line-by-line
SAO Spa Orvieto (TR) 100.00% line-by-line
Ecoenergie Srl Paliano (TR) 90.00% line-by-line
Aquaser srl Volterra (PI) 84.21% line-by-line
Kyklos Srl Aprilia (LT) 51.00% line-by-line
Solemme Spa Monterotondo Marittimo (GR) 100.00% line-by-line
Acea8cento SpA
Rome 100.00% line-by-line
Consorzio Acea Ricerca e Perdite Rome 67.00% line-by-line
Acea Gori Servizi Scarl Pomigliano d’Arco  (NA) 69.82% line-by-line
Acea Illuminazione Pubblica SpA Rome 100.00% line-by-line
Acea Produzione SpA
Rome 100.00% line-by-line
Acea Energia Holding SpA Rome 100.00% line-by-line
Acea Energia SpA Rome 100.00% line-by-line
Acea Servizi Acqua Srl Rome 70.00% line-by-line
Acque Blu srl Montecatini Terme (PT) 55.00% line-by-line
Innovazione Sostenibilità Ambientale Srlpontercorvo (fR)40.00%line-by-line
company name
registered office
Acea SpA % holding
consolidation method
Acque SpA Pisa 45.00% proportional
Acque Industriali Srl Pisa 45.00% proportional
Acque Servizi Srl Pisa 45.00% proportional
Consorcio Agua Azul SA
Lima - Perù 25.50% proportional
Umbria Energy SpA Terni 50.00% proportional
Voghera Energia Vendita SpA Voghera (PV) 50.00% proportional
Elga Sud SpA Trani (BT) 49.00% proportional
Ecogena SpA Rome 51.00% proportional
Ecomed Srl Rome 50.00% proportional
Publiacqua SpA Florence 40.00% proportional
Publiutenti Srl Florence 40.00% proportional
Gori SpA Torre Annunziata (NA) 37.05% proportional
Umbra Acque SpA Perugia 40.00% proportional
A.PI.C.E. SpA Rome 50.00% proportional
Intesa Aretina Scarl Milano 35.00% proportional
Nuove Acque SpA Arezzo 16.16% proportional
Ingegnerie Toscane Srl Florence 43.01% proportional
Consorcio AZB-HCI (Conazul) Lima – Perù 60.00% proportional
Acquedotto del Fiora SpA Grosseto 40.00% proportional
(*) Crea Gestioni Srl absorbed Crea Partecipazioni and Acea Rieti. (**) A.R.I.A. SpA merged the companies EALL, Terni En.A., Enercombustibili and Ergo En.A via incorporation.