Other Transactions with Related Parties Within the Edison Group
In 2005, Edison Spa and its subsidiaries engaged in a number of commercial and financial transactions with some of its current shareholders and/or companies controlled by them. An overview of these transactions, which were carried out in the normal course of business based on contractual terms mutually agreed upon by the parties, is provided below. Obviously, the changes in the shareholder base of Edison Spa that occurred this past September had an impact on the Group's transactions with related parties. The table below shows figures related to the Balance Sheet that were outstanding at December 31, 2005. Figures related to the Statement of Income are only those executed since September 2005.
(in millions of euos) AEM EDF ENIA SEL Banca Popolare Mediobanca
  Group Group Group Group di Milano  
Balance sheet figures
Value of trade receivables 14 40 1  
Value of trade payables 16 9 7  
Value of loans receivables        
Value of loans payable     16 85
Statement of Income Figures
Sales of goods and services 39 199 4  
Puechases of goods and services 18 81 34 3
Financial income
Financial expence 2
Commercial Transactions
Electric Power Operations - During 2005, the electric power operations supplied 673 GWh of electric power, corresponding to revenues of 54 million euros, to the following companies of the Fiat Group: CNH Italia Spa, Comau Spa, Centro Ricerche Fiat Spa, Elasis Spa, Ferrari Spa, Fiat Auto Spa, Fiat Avio Spa, New Holland Kobelco Construction Machinery Spa, Se.Co.Sv.Im. Srl, Global Value Services Spa, Isvor Fiat Spa, Iveco Fiat Spa, La Stampa Spa, Magneti Marelli Powertrain Spa, Sistemi e Sospensioni Spa, Teksid Aluminium Srl, Teksid Spa, Maserati Spa and Maserati Spa a Socio Unico.
The electric power operations also sold industrial steam valued at about 8 million euros to Sata Spa, Fiat Auto, Sistemi e Sospensioni Spa, FA Powertrain Spa and Fiat Gesco Spa.
In addition, the electric power operations sold electric power worth about 64 million euros to the Multiutility Group (Carlo Tassara Finanziaria Spa Group) and bought about 1 million euros worth of electric power (19.7 GWh).
The Electric Power operations executed the following additional transactions with the EDF Group:
  • A contract for the supply of electric power in France, which resulted in the purchase of electric power worth about 31 million euros (1,047 GWh); the purchase of about 13 million euros worth of electric power (258 GWh) in Italy; and the sale of more than 2,979 GWh of electric power valued at 180 million euros. In addition, revenues from transmission services amounted to 9 million euros.
  • Operation and maintenance contracts with Fenice Spa (EDF Group) for the Rivalta, Cassino, Sulmona, Termoli, Melfi and Pomigliano D'Arco thermoelectric power plants valued at 20 million euros.
  • The EDF Group provides technical, engineering and management services at power plants in Taranto and Piombino, and at the Milan headquarters.
Edison Spa supplied AEM Spa with steam valued at about 1 million euros from its Sesto San Giovanni power plant. In addition, Consorzio di Sarmato booked revenues of about 4 million euros (corresponding to about 48.5 million KWh) from the sale of electric power generated by the Sarmato power plant to the Enia consortium affiliate.
Acting within the framework of the Tolling Agreement with Edipower Spa, Edison Trading Spa agreed to work on behalf of other Tollers in supplying fuel to certain production facilities. As a result, it generated a receivable of 4 million euros owed by Aem Trading Srl and revenues of 19 million euros from the sale of fuel oil. Purchases of fuel and related incidental expenses incurred in connection with the Edipower power plant generated costs of 3 million euros paid to Aem Trading and payables amounting to 1 million euros.
In addition, as part of the electric power procurement operations, Edison Trading made the following purchases of electric power: 3 million euros from Sel Edison Spa (SEL Group), 13 million euros from Enia Spa and 4 million euros from Aem Elettricità Spa.
Hydrocarbons Operations - During 2005, the hydrocarbons operations sold industrial steam valued at about 5 million euros to Sata Spa, Fiat Auto, Sistemi e Sospensioni Spa, FA Powertrain Spa and Fiat Gesco Spa.
The hydrocarbons operations also sold 63 million cubic meters of natural gas to FIAT - GM Powertrain Italia, Sata Spa and Sevel Spa, generating about 13 million euros in revenues.
An additional 42 million cubic meters of natural gas, valued at about 10 million euros, were sold to Fenice Spa (EDF Group). The hydrocarbons operations also purchased about 68 million standard cubic meters of natural gas from ENBW Trading GmbH (EDF Group) at a cost of 12 million euros. Lastly, the hydrocarbons operations owed 3 million euros to the Blumet affiliate, a company of the Enia Group, for purchases of natural gas.
Corporate Activities - Edison Spa purchased goods and services from and incurred other costs in transactions with Fiat Group companies (Savarent, Trantor, Ingest Facility, Sirio, Orione, Fiat Media Center and Fast Buyer Spa) totaling 4 million euros. In addition, it paid Fenice Spa (EDF Group) about 4 million euros for environmental remediation costs at Company locations.
Financial Transactions
The main financial transactions executed by Edison Spa in which the banks that were its shareholders until September 16, 2005 played a significant role are reviewed below:
  • Banca Intesa served as an advisor to Edison and DEPA in a project for a pipeline linking Italy with Greece (IGI);
  • Banca Intesa provided a revolving financing facility of 100 million euros that matures on October 26, 2006;
  • Banca Intesa and Capitalia were among the organizers of the restructuring of Edipower's indebtedness;
  • The Group executed foreign exchange transactions with an aggregate value of about USD200 million with JPMorganChase.
  • Sanpaolo IMI Spa served as organizer, lender and agent in connection with a 70 million euro loan and a 30 million euro revolving facility provided to Serene Spa.
Transactions completed after September 16, 2005 with Edison's new shareholder banks included a 40 million euro line of credit provided by Banca Popolare di Milano that expires on June 18, 2007.
The total fees paid amounted to less than 1 million euros.
Treasury Shares
At December 31, 2005, the Group did not own any treasury shares
Compensation of Directors and Statutory Auditors, Stock Options Awarded to Directors and Equity Investments of Directors
For information concerning:
  • the compensation of Directors and Statutory Auditors;
  • stock options awarded to Directors;
  • Equity investments of Directors;
Please consult the chapter on Corporate Governance of the Report on Operations.