Annual Report • Sep 27, 2021
Annual Report
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as at and for the six months ended 30 June 2021
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Interim Report as at and for the six months ended 30 June 2021
| Snapshot | 3 | ||
|---|---|---|---|
| Corporate bodies | 4 | ||
| 01. First half of 2021 | 8 | ||
| 1.1 | Group highlights | 10 | |
| 1.2 | Events during the first half | 22 | |
| 1.3 | Outlook | 25 | |
| 02. Strategy, sustainability and risk management |
26 | ||
| 2.1 | Business strategies | 28 | |
| 2.2 | State of progress of the sustainability roadmap |
30 | |
| 2.3 | Risk management | 32 |
| 03. | Performance in the first half of 2021 |
36 |
|---|---|---|
| 3.1 Financial review for the Atlantia Group |
38 | |
| 3.2 Financial review by operating segment |
51 | |
| 04. | Explanatory notes, reconciliations and other information |
70 |
| Financial statements | ||
| Condensed consolidated interim financial statements as at and for the six months ended 30 June 2021 |
94 |
| Reports | 196 |
|---|---|
Indications for consultation of the notes in the document.
This section provides a snapshot of the Group, its performance highlights and the most significant events that took place in the first half of 2021
| POSITION | INDEPENDENT | NAME |
|---|---|---|
| Chairman | Fabio Cerchiai | |
| Chief Executive Officer | Carlo Bertazzo 1 | |
| Director | Andrea Boitani | |
| Director | Riccardo Bruno | |
| Director | Cristina De Benetti | |
| Director | Dario Frigerio | |
| Director | Gioia Ghezzi | |
| Director | Giuseppe Guizzi | |
| Director | Anna Chiara Invernizzi | |
| Director | Carlo Malacarne | |
| Director | Valentina Martinelli | |
| Director | Lucia Morselli | |
| Director | Ferdinando Nelli Feroci | |
| Director | Licia Soncini | |
| Director | Nicola Verdicchio 2 | |
| Secretary | Claudia Ricchetti |
Independent
1 - Appointed Chief Executive Officer by the Board of Directors on 13 January 2020, he also assumed the role of General Manager from 1 March 2020. 2 - Appointed by the Annual General Meeting of shareholders held on 28 April 2021 to replace Sabrina Benetton, who resigned from the Board on 13 March 2021.
| POSITION | NAME |
|---|---|
| Chairman | Riccardo Bruno |
| Member | Andrea Boitani |
| Member | Giuseppe Guizzi |
| Member | Anna Chiara Invernizzi |
| Member | Carlo Malacarne |
| POSITION | NAME |
|---|---|
| Chairwoman | Gioia Ghezzi |
| Member | Lucia Morselli |
| Member | Ferdinando Nelli Feroci |
| Member | Licia Soncini |
3 - On 18 February 2021, Atlantia's Board of Directors revised the terms of reference of existing Board Committees, creating a single committee to take over the roles of the Nominations Committee and the Human Resources and Remuneration Committee.
4 - Created by the Board of Directors on 18 February 2021.
| POSITION | NAME |
|---|---|
| Chairman | Dario Frigerio |
| Member | Riccardo Bruno |
| Member | Carlo Malacarne |
| POSITION | NAME |
|---|---|
| Chairman | Roberto Ruggero Capone |
| Standing Auditor | Angelo Rocco Bonissoni |
| Standing Auditor | Maura Campra |
| Standing Auditor | Sonia Ferrero |
| Standing Auditor | Lelio Fornabaio |
| Alternate Auditor | Mario Civetta |
| Alternate Auditor | Francesco Fallacara |
| POSITION | EXTERNAL | NAME |
|---|---|---|
| Coordinatore | Attilio Befera | |
| Member | Claudia Ricchetti (General Counsel) | |
| Member | Sonia Ferrero (Standing Auditor) |
External
KPMG S.p.A.
5 - Appointed by the Board of Directors on 10 June 2021.
6 - Engagement to conduct the statutory audit of the Group's consolidated financial statements, approved by the General Meeting of Atlantia's shareholders held on 29 May 2020.
| 1.1 | Group highlights | 10 |
|---|---|---|
| 1.2 | Events during the first half | 22 |
| 1.3 | Outlook | 25 |
Atlantia is a strategic investment holding company, managing motorway and airport infrastructure under concession and providing mobility services.
50 concessions in 11 countries
* Figures after stripping out the contribution of the Autostrade per l'Italia group, after Atlantia agreed to sell its entire stake in June of this year.
Given that fact that Autostrade per l'Italia and its subsidiaries are now presented as discontinued operations in accordance with IFRS 5, following the agreement reached by Atlantia with the CDP Consortium in June 2021 that will result in the sale of the Parent's entire stake in Autostrade per l'Italia, the Atlantia Group is organised into 5 principal operating segments (Abertis group; Other overseas motorways; Aeroporti di Roma group; Aéroports de la Côte d'Azur group; Telepass group).
Motorway/airport concessions Tolling services
175
Atlantia SpA, listed on the screen-based trading system (Mercato Telematico Azionario) organised and managed by Borsa Italiana SpA, is one of the leading constituents of the FTSE MIB index, with approximately 40,000 retail and institutional shareholders. Atlantia's owners include around 11,000 employees (7,800 of whom employed by the Autostrade per l'Italia group) who participated in the free share scheme offered in November 2020.
The Parent's free float, accounting for 46% of its shares, is held by leading international investment funds, insurance companies, pension funds and ethical funds. After excluding retail or unidentified investors (25.5%), the free float is 5.6% held by Italian institutions and 68.9% held by international institutions as at 30 June 2021.
1 - Source: CONSOB, figures at 30 June 2021
2 - Source: Nasdaq, figures at 30 June 2021
As of the results for the six months ended 30 June 2021, the Autostrade per l'Italia group is accounted for in "Discontinued operations", in line with the requirements of IFRS 5.
Operating revenue and EBITDA for the first half of 2021 have benefitted from a 21.2% upturn in motorway traffic compared with the first half of 2020 and the contribution from the Group's Mexican operators (RCO), partially offset by falls in the value of South American currencies against the euro.
Profit/(Loss) from continuing operations is up, reflecting the improvement in EBITDA and impairment losses recognised in the first half of 2020.
Net debt is down €2.5 billion, primarily following collection of the proceeds from the sale of the 49% stake in Telepass, totalling €1.1 billion. As well as the issue of the second tranche of Abertis's hybrid bonds, amounting to €0.7 billion, and a positive performance from operating cash flow after capital expenditure, resulting in an inflow of €0.8 billion.
The Group is currently organised into business segments focusing on the development, operation and maintenance of motorway and airport infrastructure and digital integrated mobility services.
As noted above, following the presentation of the Autostrade per l'Italia group in discontinued operations, this group does not contribute to the Atlantia Group's operating revenue for the first half of 2021.
| OPERATING SEGMENT | OPERATING REVENUE |
EBITDA | OPERATING CASH FLOW |
CAPEX | NET DEBT |
|---|---|---|---|---|---|
| Abertis group | 2,260 | 1,554 | 1,000 | 216 | 22,984 |
| Other overseas motorways | 254 | 181 | 173 | 50 | -780 |
| Aeroporti di Roma group | 93 | -32 | -21 | 95 | 1,605 |
| Aéroports de la Cote d'Azur group | 61 | 8 | 16 | 19 | 981 |
| Telepass group | 122 | 48 | 41 | 53 | 860 |
| Atlantia, other activities, consolidation adjustments |
-1 | -38 | -5 | 18 | 2,532 |
| Sub-total operating segments | 2,789 | 1,721 | 1,204 | 451 | 28,182 |
| Discontinued Operations Autostrade per l'Italia group |
- | - | 215 | 376 | 8,750 |
| Group total | 2,789 | 1,721 | 1,419 | 827 | 36,932 |
A detailed review of the performances of each operating segment is provided in section 3.2, "Financial review by operating segment".
Following the signing of the agreement to sell Atlantia's entire stake in Autostrade per l'Italia to the CDP Consortium in June 2021, in accordance with IFRS 5, the Autostrade per l'Italia group is classified in discontinued operations in the interim report for the six months ended 30 June 2021, as it is in the comparative income statement for the first half of 2020.
As a result, unlike the situation presented in the Integrated Annual Report for 2020, the operating segments reviewed in this document no longer include the Autostrade per l'Italia group.
The Abertis group holds 36 concessions assigning responsibility for the development, maintenance and operation of toll motorways, operating approximately 8,400 km of motorway in Europe (Italy, France and Spain), America (Brazil, Chile, Puerto Rico, Argentina, Mexico and the United States) and India.
The group's concessions expire between 2021 and 2070. The concessions held by Acesa, Invicat (Spain) and Autopista del Sol (Chile), amounting to a total of 678 km, will expire in the second half of 2021.
In addition, the subsidiary, Abertis Mobility Services, provides electronic barrier and free-flow tolling solutions through its Emovis and Eurotoll businesses.
This segment includes 12 holders of concessions for the construction, operation and maintenance of toll motorways in Brazil, Chile and Poland, covering a total network of approximately 1,500 km.
The concessions expire between 2021 and 2048.
The concession held by Triangulo do Sol Auto-Estradas in Brazil (442 km) is expected to expire in the second half of 2021. Talks are in progress with a view to potentially extending the concession term to take into account regulatory receivables.
It should be noted that, following the receipt of a number of unsolicited expressions of interest from potential international investors, Atlantia is considering a range of strategic options for its Polish subsidiary, Stalexport Autostrady, including the potential for a partial or outright sale of its stake in the company.
The "Italian airports" segment includes Aeroporti di Roma (ADR) and its subsidiaries. The Roman airport system consists of "Leonardo da Vinci" international airport located in Fiumicino, named Europe's best airport for the third time running in 2020, and "Giovan Battista Pastine" airport located in Ciampino.
ADR is the number one airport operator in Italy by number of passengers (pre-Covid-19, the Roman airport system handled almost 50 million passengers in 2019) and the seventh biggest in Europe.
ADR manages the Roman airport system under a concession expiring on 30 June 2046.
The overseas airports segment includes Aéroports de la Côte d'Azur (ACA) and its subsidiaries, whose main activity is the management of three airports in France: Nice Côte d'Azur airport (ANCA), Cannes - Mandelieu airport (ACM) and Saint-Tropez – La Môle airport (AGST). The ACA group, which handled 14.6 million passengers in 2019, is France's second most important airport hub after the Paris airport system.
Nice and Cannes are operated under a concession awarded by the French government in 2008 and expiring on 31 December 2044 (the ANCA-ACM Concession).
Outside the scope of its concession, the ACA group also owns the airport infrastructure at Saint-Tropez and provides ground handling services at 26 sites through Sky Valet.
The group provides sustainable, integrated mobility services through the group parent, Telepass. Specifically, Telepass is responsible for operating electronic tolling systems in Italy and 13 European countries and transport-related payment systems (car parks, restricted traffic zones, vehicle tracking systems, etc.), and provides digital mobility, insurance and breakdown services. Telepass has distributed approximately 9.2 million onboard units to customers and its Telepass Pay customers number approximately 580 thousand.
Atlantia's sale of a 49% stake in Telepass to Partners Group was completed in April 2021.
In addition to the above operating segments, the Parent, Atlantia, and a number of minor companies also contribute to the Group's results. The following transactions were completed in the first half of 2021 as part an internal reorganisation of the Group:
The impact of the pandemic weighed heavily on the share price performances of all transport infrastructure businesses from February 2020. In the first six months of 2021, the share price was adversely affected by ongoing uncertainties over the recovery in traffic, above all at airports, with the shares underperforming the relevant index (the FTSE/MIB).
| PERFORMANCE OF ATLANTIA'S SHARES | 1H 2021 |
|---|---|
| Closing price (€) | 15.27 3 |
| High (€) | 16.65 |
| Low (€) | 13.11 |
| Stock market capitalisation (€m) | 12,610 4 |
| 1H performance | 3.8% |
Source: Thomson Reuters
4 - Based on the closing price on 30 June 2021.
3 - Closing price at 30 June 2021.
Following the General Meeting of shareholders held on 31 May and Atlantia's subsequent signing of the agreement for the sale of the Parent's entire stake in Autostrade per l'Italia, all the rating agencies have upgraded Atlantia's credit ratings: on 4 June 2021, Fitch placed the ratings of Atlantia, Autostrade per l'Italia and Aeroporti di Roma on Credit Watch Positive; on 7 June 2021, Moody's upgraded the outlook for the ratings of Atlantia, Autostrade per l'Italia and Aeroporti di Roma to Positive; on 22 June, Standard & Poor's upgraded the ratings assigned to Atlantia, Autostrade per l'Italia and Aeroporti di Roma by one notch.
The rating agencies current ratings of Atlantia are as follows:
| AGENCY | ISSUER RATING | RATING OF BONDS ISSUED BY ATLANTIA (HOLDING) |
|---|---|---|
| Rating and outlook | Rating and outlook | |
| Fitch Rating | BB+ 5 | BB Rating Watch Positive |
| Moody's | Ba2 6 Positive outlook |
Ba3 Positive outlook |
| Standard & Poor's | BB Positive outlook |
BB Positive outlook |
In terms of Atlantia's non-financial performance at 30 June 2021, the ratings published by the leading non-financial rating agencies are as follows.
| SCALE | ATLANTIA SCORE | VS. SECTOR AVERAGE | |
|---|---|---|---|
| ISS ESG | D- / A+ | C | ˄ |
| MSCI ESG Rating | CCC - AAA | BB | = |
| FTSE RUSSEL | 0-5 | 3,8 | ˄ |
| CDP (Climate) | D- / A | B | ˄ |
| SUSTAINALYTICS | 0-40+ (Negl- - severe risk) | 21,1 (medium risk) | = |
5 - "Consolidated rating" del Gruppo Atlantia
6 - "Corporate family rating" del Gruppo Atlantia
Ordinary General Meeting of shareholders approves sale of Atlantia's entire stake in Autostrade per l'Italia to the Consortium consisting of CDP, Blackstone and Macquarie
Rating agencies upgrade Atlantia's ratings and outlook
Board of Directors accepts the CDP Consortium's offer for Atlantia's entire stake in Autostrade per l'Italia
New growth strategy presented to the financial community
At the date of preparation of this Interim Report, there are certain uncertainties with the potential to have an impact on Group companies, above all in relation to the Covid-19 pandemic.
Despite the last few weeks witnessing a gradual, widespread upturn in traffic, it is not possible to predict with any certainty how long it will take to return to pre-pandemic levels.
However, based on the traffic figures through to 1 August 2021 (motorway traffic is down 14% and airport traffic down 80% compared with the figures for 2019, with the former up 22% and the latter down 32% versus 2020), and assuming that no further major restrictions on movement are introduced during what remains of 2021, partly thanks to the progressive rollout of the various vaccination programmes, we expect to see an improvement in the operating performance in 2021 compared with 2020. As in previous months, this improvement will be more significant in the motorway segment.
Under this scenario, we continue to expect motorway and airport traffic to be down 10% and 70%, respectively, compared with 2019, as indicated when announcing our consolidated results for 2020 and the first quarter of 2021.
As a result, after stripping out Autostrade per l'Italia, we expect the Group's revenue for 2021 to be in the order of €5.7 billion, with operating cash flow of approximately €2.1 billion.
If we include the contribution from Autostrade per l'Italia and its subsidiaries, which are presented in discontinued operations following the signing of the agreement for the sale of Atlantia's entire stake in Autostrade per l'Italia, we continue to expect consolidated revenue and operating cash flow for 2021 to be approximately €9.4 billion and €3 billion, respectively, as previously indicated at the time of announcing the consolidated results for 2020 and the first quarter of 2021.
This guidance takes into account the expiry of a number of concessions in Spain, Brazil and Chile in the second part of the year.
It should be noted, however, that the assumptions underlying such a sensitivity analysis are subject to change depending on events and on a number of risk factors and uncertainties (for example, movements in exchange rates). As a result, the actual figures may differ, perhaps significantly, from the expected amounts. The above figures should, therefore, be considered as forecasts of a purely indicative nature and based on the above assumptions. They are subject to review based on future traffic projections as the situation evolves and, as such, do not constitute the outlook or future performance targets for the Group.
In any event, with the aim of mitigating the impact on our earnings and financial position, Group companies will continue to focus on delivering efficiencies and cost savings and on reviewing their investment plans, whilst at the same time guaranteeing works linked to the safety of infrastructure. We will also continue to identify and assess all the various forms of aid made available to operators by governments and local regulators in the various countries.
STRATEGY, SUSTAINABILITY AND RISK MANAGEMENT
| 2.1 | Business strategies | 28 |
|---|---|---|
| 2.2 | State of progress of the sustainability roadmap |
30 |
| 2.3 | Risk management | 32 |
On 12 June 2021, Atlantia announced that it had signed an agreement to sell its entire stake in Autostrade per l'Italia, and subsequently presented its reinvestment policies to the financial community in line with the strategic guidelines announced in March.
In the first half of 2021, the market scenario continued to be affected by the health emergency caused by the Covid-19 pandemic, although more robust recovery prospects became evident, bolstered by stepped-up vaccination programmes and people's general willingness to start travelling again.
In particular, the mobility and transport system, whilst continuing to be among the most affected sectors, is showing signs of recovery:
Plans have been launched at international level to stimulate economic recovery and boost growth. Of these, the most important are the Recovery Plan in Europe and the American Rescue Plan in the United States, which in addition to supporting households and businesses in reacting to the economic crisis brought about by the pandemic, are also designed to implement an investment plan and structural reforms in the areas of innovation and digitalisation, ecological transition, infrastructure modernisation and reduction of social inequalities.
In this context, Atlantia has continued to pursue its strategic objectives, with a view to promoting sustainable, integrated, safe, innovative and efficient mobility, accessible to the greatest number of people.
In particular, by leveraging innovation and sustainability as drivers of growth and development, Atlantia has focused its commitment on three fronts:
With particular reference to innovation, Atlantia announced two important initiatives in the first half of 2021:
In the first six months of 2021, there was intense activity at the Group's operating companies, aimed at developing action plans in line with Atlantia's social, environmental and good governance performance improvement goals and targets, as set out in the 2021-2023 Sustainability Plan. A summary of the key stages in the state of progress of the ESG roadmap is set out below.
Further information is available at www.atlantia.it/it/sostenibilita.
PILLARS OF THE SUSTAINABILITY PLAN
Combating climate change - Circular economy, responsible consumption and production
STATE OF PROGRESS OF THE ROADMAP
In line with the ambition to achieve carbon neutrality by 2040 for direct emissions (scope 1 and 2) long-term action plans to decarbonise activities and processes have been drawn up by the main Group companies. In this regard, Aeroporti di Roma issued a sustainability linked bond with KPIs linked to the decarbonisation roadmap for scope 1 and 2 emissions by 2030 and reductions in scope 3 emissions.
In line with the objective of increasing the use of renewable energy sources, electricity supply contracts have been renegotiated, with an increase in the amount of energy supplied from renewable sources.
Atlantia's new Italian offices in Milan and Rome have been designed to meet green criteria and give top priority to staff wellbeing. Among other things, the new Milan office uses efficient energy solutions such as geothermal energy. The new office in Rome, which will open soon, is located in a LEED Silver certified building.
A review of company car policies was conducted, based on the adoption of more eco-friendly vehicles.
Atlantia has joined the international Climate Pledge initiative, with a view to sharing and collaborating with other partners on decarbonisation strategies and actions.
People-centricity - Land use, community and stakeholder engagement
On the path to pursuing the goal of spreading a culture of sustainability, Atlantia's ESG School (Sustainability Learning Lab - in partnership with SDA Bocconi) was launched, aimed at strengthening management expertise to support sustainable business growth.
In line with the objective of increasing women's access to employment, and especially boosting gender representation in leadership roles:
In line with the objective of strengthening the relationship of trust between Atlantia and the key stakeholders in the value chain, efforts to measure and monitor the Group's reputation have been expanded to include surveys carried out by an independent third party (The RepTrak Company).
Ethics and good governance
In line with the objective of integrating environmental and social aspects into corporate governance processes based on ethics, transparency and accountability:
During 2020, the risk management system and related internal controls underwent a radical shakeup in close step with the Group's transformation. This was done to ensure that the system can be an enabling factor with a key role in protecting the Group and in its sustainable success (for further details see the 2020 Integrated Annual Report).
In the first half of 2021, additional steps were taken to strengthen this system, including:
Regarding the main risks the Group may be exposed to, given the nature of its business and the context in which it operates, reference should be made to the Integrated Annual Report for 2020.
It should be noted that, following communication of the new strategic development strategies to the financial community on 12 March 2021, and the subsequent update provided after the signing of the agreement regarding the sale of the entire stake in Autostrade per l'Italia on 10 June 2021, the composition of the risks involved in developing and executing the strategy has been modified. The aim is to identify new and forthcoming factors relating to the selection and execution of potential investment opportunities in sectors in which we already have a presence, as well as in adjacent and/or innovative areas.
The Group's commitment to sustainability also involves close monitoring of the related risks, which the Group has identified in a number of factors related to environmental protection, social protections, labour relations, the promotion of human rights and the fight against corruption. The plan to integrate Environmental, Social and Governance (ESG) dimensions into the ERM model has enabled their correlation with the main areas of risk the Group is exposed to, with the aim of prioritising mitigation measures, also taking into account the results of Atlantia's materiality matrix. Moreover, in line with the TCFD framework approach , a new methodology has been defined to identify and assess the main physical and transitional risks (and potential opportunities) connected with climate change.
Atlantia operates in various sectors and countries around the world, so exposure to these risks may vary depending on the geographical location of the assets under management and the nature of the activities and resources.
This project has enabled us to identify the main physical risks the Group might be exposed to. The latter could cause damage to transport infrastructure and lead to the closure of motorway sections or flight cancellations, with impacts on business continuity and on the Group's operating and financial results (lower revenues and higher costs relating to management of the emergency, and the potential need to rebuild damaged infrastructure).
Rising fossil fuel prices and emerging policies that could steer the transport sector towards decarbonisation have also been identified as key transition risks. Such risks may have an influence on operating and financial performance, but at the same time may generate market opportunities.
1 - Task Force on Climate-related Disclosure from the Financial Stability Board (FSB): https://www.fsb-tcfd.org/
This section provides data and information useful in an analysis of the Group's operations and key financial performance indicators for the first half
36 Interim Report as at and for the six months ended 30 June 2021
PERFORMANCE IN THE FIRST HALF OF 2021
| 3.1 | Financial review for the | |
|---|---|---|
| Atlantia Group | 38 | |
| 3.2 | Financial review by |
operating segment 51
The Interim Report as at and for the six months ended 30 June 2021 has been prepared on a going concern basis. This reflects the Board of Directors' updated assessment of the risk factors and uncertainties previously described in the consolidated financial statements as at and for the year ended 31 December 2020, taking into account the positive progress made with the signing of the agreement for the sale of the Parent's entire stake in Autostrade per l'Italia ("ASPI"), and the broad improvement in Atlantia's key financial indicators and in those of its principal investees in the first half of 2021. This particularly regards improvements in liquidity and financial market access at the subsidiary, Autostrade per l'Italia. In this connection, the rating agencies have recently upgraded the ratings and outlook for Atlantia and its subsidiaries, including Autostrade per l'Italia. For more information refer to note 2 of the Interim Report as at and for the six months ended 30 June 2021.
On 12 June 2021, Atlantia signed an agreement with the Consortium consisting of CDP Equity, The Blackstone Group International Partners and Macquarie European Infrastructure Fund 6 that will result in the sale of the Parent's entire stake (approximately 88% of the issued capital) in Autostrade per l'Italia.
The agreement has set a price of €8,014 million, in addition to a ticking fee payable to Atlantia, equal to 2% of the price to be paid annually from 1 January 2021 through to the closing date, in addition to any compensation due for the loss of revenue caused by the impact of Covid.
The agreement also provides for potential indemnities (and the related caps) payable by Atlantia in relation to disputes involving ASPI (the proceedings relating to the Polcevera event, other proceedings regarding maintenance obligations or civil claims and the criminal proceeding for alleged environmental damages and the accompanying request for damages from the Ministry of the Environment).
Completion of the sale is also subject to fulfilment of a number of conditions precedent, including:
To complete the sale, these and the other conditions precedent set out in the agreement must be fulfilled by 31 March 2022 or by an alternative date to be agreed on by the parties, but in any event by no later than 30 June 2022.
Transaction closing must take place within the thirtieth working day following fulfilment of the last condition precedent. Closing may not, in any event, take place before 30 November 2021.
Following the signing of the share purchase agreement, the contribution of Autostrade per l'Italia and its subsidiaries (the "ASPI group") to the consolidated results is presented in "Discontinued operations" in accordance with IFRS 5.
This means that:
In terms of key alternative performance indicators, in accordance with IFRS 5:
It should be noted that amounts for the first half of 2021 include the contributions of Red de Carreteras de Occidente (RCO) and Elizabeth River Crossings (ERC), acquired by Abertis Infraestructuras at the end of the first half of 2020 and in December 2020, respectively.
Since the end of February 2020, the restrictions on movement, imposed by many governments in response to the global spread of the Covid-19 pandemic, have resulted in significant reductions in the volumes of traffic using the motorways and airports operated under concession by the Group. The impacts differed across the various geographies, reflecting the timing of the spread of the pandemic and the differing nature of the restrictions introduced in the various countries.
1 - In accordance with the Public Statement issued by the European Securities and Markets Authority (ESMA) on 28 October 2020, and the Warning Notice 1/2021 issued by CONSOB on 16 February 2021, this paragraph provides the required disclosure on the impact of the Covid-19 pandemic.
In terms of the performance in the first half of 2021 compared with 2019 (the last year before the outbreak of the pandemic) and with regard to the infrastructure operated under concession by the Atlantia Group, the figures show that the airports business was the hardest hit, with passenger traffic falling 84% as a result of the severity of the restrictions on movement between countries throughout the world. In terms of motorway traffic (down 16%, including the ASPI group), European operators saw the most significant declines compared with those recorded in South America.
It is not possible to predict with any certainty how long it will take for traffic to return to pre-Covid levels. However, the last few weeks have witnessed a gradual, widespread upturn in traffic (at 1 August 2021, motorway traffic is down 14% and airport traffic down 80% compared with the figures for 2019, with the former up 22% and the latter down 32% versus 2020), raising expectations of an improvement in the operating results for 2021 compared with 2020, above all for the motorway segment, as described in greater detail in the "Outlook" section.
As required by the above Public Statement from the ESMA and the Warning Notice from the CONSOB, the impact of the Covid-19 pandemic was also taken into account when assessing indicators of impairment. The assessment did not reveal impairment indicators for the CGUs representing the Group's motorway and airport operators or for investments in unconsolidated companies.
| 1H 2020 | Increase/(decrease) | |||
|---|---|---|---|---|
| €M | 1H 2021 | (restated) | Absolute | % |
| Toll revenue | 2,267 | 1,804 | 463 | 26% |
| Aviation revenue | 82 | 138 | -56 | -41% |
| Other operating income | 440 | 498 | -58 | -12% |
| Total operating revenue | 2,789 | 2,440 | 349 | 14% |
| Cost of materials and external services | -622 | -626 | 4 | -1% |
| Concession fees | -39 | -38 | -1 | 3% |
| Staff costs | -393 | -380 | -13 | 3% |
| Operating change in provisions | -14 | -26 | 12 | -46% |
| Total operating costs | -1,068 | -1,070 | 2 | - |
| Gross operating profit (EBITDA) | 1,721 | 1,370 | 351 | 26% |
| Amortisation, depreciation, impairment losses and provisions | -1,646 | -1,693 | 47 | -3% |
| Operating profit (EBIT) | 75 | -323 | 398 | n/s |
| Financial expenses, net | -410 | -403 | -7 | 2% |
| Share of profit/(loss) of investees accounted for using the equity method | 3 | -26 | 29 | n/s |
| Profit/(Loss) before tax (EBT) | -332 | -752 | 420 | -56% |
| Income tax benefits/(expense) | 144 | 209 | -65 | -31% |
| Profit/(Loss) from continuing operations | -188 | -543 | 355 | -65% |
| Profit/(Loss) from discontinued operations | 202 | -511 | 713 | n/s |
| Profit/(Loss) for the period | 14 | -1,054 | 1,068 | n/s |
| (Profit)/Loss for the period attributable to non-controlling interests | -20 | -282 | 262 | -93% |
| Profit/(Loss) for the period attributable to owners of the parent | 34 | -772 | 806 | n/s |
As described in the introduction and in greater detail in note 6.1 in the condensed interim consolidated financial statements as at and for the six months ended 30 June 2021, the ASPI group's results for the first half of 2021 and the comparative period are presented in "Profit/
(Loss) from discontinued operations", as required by IFRS 5.
Operating revenue for the first half of 2021 totals €2,789 million, an increase of €349 million (14%) compared with the first half of 2020 (€2,440 million).
Toll revenue of €2,267 million is up €463 million (26%) compared with the first half of 2020 (€1,804 million).
The increase primarily reflects the recovery in traffic recorded by the Abertis group's motorway operators (up €439 million), which includes the contributions from RCO (Mexico) and ERC (USA), consolidated in the first half of 2020 and at the end of December 2020, respectively. The figure also reflects the negative impact of adverse average currency movements in the first half of 2021 compared with the comparative period, affecting above all the Brazilian real.
Aviation revenue of €82 million is down €56 million (41%) compared with first half of 2020, primarily due to the fall in traffic at Aeroporti di Roma (passenger traffic is down 56.5%).
Other operating income, amounting to €440 million, is down €58 million (12%) compared with the first half of 2020, reflecting the deconsolidation of ETC, which was sold in July 2020 (€58 million). The Abertis group recorded an increase in income (€32 million), partly due to changes in its scope of consolidation, partially offset by a reduction in other operating income at Aeroporti di Roma (€26 million), reflecting declines in retail and property revenue, which were affected by the partial closure of the terminals at Fiumicino airport, in addition to the above fall in passengers.
Operating costs of €1,068 million are broadly in line with the first half of 2020 (€1,070 million). The reduction in costs linked to generally adverse currency movements (€35 million) were offset by the increase in costs substantially caused by the different contributions to the two comparative periods from RCO and ERC's contribution in the first half of 2021 (€30 million).
Staff costs of €393 million are up €13 million (€380 million in 2020), reflecting the reduction as at 30 June 2020 in the fair value of the rights vesting under incentive plans (€10 million) linked to the value of Atlantia's shares.
Operating change in provisions in the first half of 2021 generated net expenses of €14 million (net expenses of €26 million in the same period of 2020). The difference of €12 million reflects increased use of provisions for the repair and replacement of motorway infrastructure by the Abertis group during the period, partially offset by a rise in provisions for risks and charges made by other Group companies.
Gross operating profit (EBITDA) of €1,721 million is up €351 million (26%) compared with the first half of 2020 (€1,370 million), primarily due to the above improvement in motorway traffic at Abertis with respect to the comparative period.
Ammortization, depreciation, impairment losses and provisions, totalling €1,646 million primarily regards the amortisation of intangible assets deriving from concession rights (€1,479 million) and decreases of €47 million compared to the same period of 2020 (€1,693 million) mainly for:
Operating profit (EBIT) amounts to € 75 million increasing of € 398 million compared to the first half of 2020 (negative for € 323 million).
Net financial expenses of €410 million are up €7 million on 2020 (€403 million). This reflects:
b) impairment losses recognised in the first half of 2020 on financial assets deriving from the concession rights of the Argentine operators, GCO and Ausol, and on the investment in Aeroporto di Bologna (€162 million);
c) an increase in expenses (€97 million) mainly related to the different contribution of RCO in the two periods under comparison and to the contribution of ERC in the first half of 2021.
The pre-tax loss for the first half of 2021 has resulted in the recognition of tax benefits of €144 million (€209 million in the first half of 2020).
The profit from discontinued operations in the first half of 2021 amounts to €202 million (a loss of €511 million for the first half of 2020) and includes the contribution from the ASPI group. The change in this item, amounting to €713 million, essentially reflects extraordinary provisions, recognised in the first half of 2020, in relation to the agreement with the Ministry of Infrastructure and Sustainable Mobility (the Ministero delle Infrastrutture e della Mobilità Sostenibili, or "MIMS") designed to bring to an end the dispute over serious breaches resulting from the Polcevera event.
Profit for the period of €14 million (a loss for the first half of 2020 of €1,054 million) includes profit of €34 million attributable to owners of the parent (a loss of €772 million for the first half of 2020).
The loss attributable to non-controlling interests amounts to €20 million (€282 million for the first half of 2020).
| €M | 1H 2021 | 1H 2020 (restated) |
|
|---|---|---|---|
| Profit/(Loss) for the period | (A) | 14 | -1,054 |
| Fair value gains/(losses) on cash flow hedges | 106 | -122 | |
| Fair value gains/(losses) on net investment hedges | -1 | 37 | |
| Gains/(Losses) from translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro |
260 | -829 | |
| Other comprehensive income from investments accounted for using the equity method | 27 | -40 | |
| Other changes in fair value | - | -1 | |
| Tax effect | -24 | 26 | |
| Other comprehensive income/(loss) for the period reclassifiable to profit or loss |
(B) | 368 | -929 |
| Gains/(Losses) from actuarial valuations of provisions for employee benefits | 1 | 2 | |
| Losses on fair value measurement of equity instruments | -183 | -586 | |
| Gains/(Losses) on fair value measurement of fair value hedges | 6 | 193 | |
| Tax effect | -8 | 4 | |
| Other comprehensive income/(loss) for the period not reclassifiable to profit or loss |
(C) | -184 | -387 |
| Reclassifications of other comprehensive income to profit or loss for the period | (D) | 86 | -16 |
| Tax effect of reclassifications of other comprehensive income to profit or loss for the period |
(E) | -26 | 10 |
| Total other comprehensive income/(loss) for the period | (F=B+C+D+E) | 244 | -1,322 |
| of which relating to discontinued operations | 28 | 21 | |
| Comprehensive income/(loss) for the period | (A+F) | 258 | -2,376 |
| Of which attributable to owners of the parent | 73 | -1,535 | |
| Of which attributable to non-controlling interests | 185 | -841 |
Comprehensive income for the first half of 2021 amounts to €258 million (a loss of €2,376 million for the first half of 2020). This primarily reflects the following:
| €M | 30 June 2021 | 31 December 2020 (restated) |
Increase/ (decrease) |
|---|---|---|---|
| Intangible assets deriving from concession rights | 37,117 | 49,266 | -12,149 |
| Goodwill | 8,429 | 12,797 | -4,368 |
| Property, plant and equipment and other intangible assets | 1,091 | 1,257 | -166 |
| Investments | 2,132 | 2,841 | -709 |
| Working capital (net of current provisions) | 1,284 | 284 | 1,000 |
| Provisions and commitments | -2,347 | -8,789 | 6,442 |
| Deferred tax liabilities, net | -5,524 | -3,888 | -1,636 |
| Other non-current assets and liabilities, net | -251 | -260 | 9 |
| Non-financial assets and liabilities held for sale | 10,903 | 23 | 10,880 |
| NET INVESTED CAPITAL | 52,834 | 53,531 | -697 |
| Equity attributable to owners of the parent | 7,592 | 6,190 | 1,402 |
| Equity attributable to non-controlling interests | 8,310 | 8,065 | 245 |
| Equity | 15,902 | 14,255 | 1,647 |
| Bond issues | 25,507 | 31,673 | -6,166 |
| Medium/long-term borrowings | 11,602 | 18,728 | -7,126 |
| Other financial liabilities | 1,756 | 3,283 | -1,527 |
| Financial assets deriving from concession rights | -3,236 | -3,484 | 248 |
| Cash and cash equivalents | -6,120 | -8,385 | 2,265 |
| Other financial assets | -1,791 | -2,531 | 740 |
| Net debt related to assets held for sale | 9,214 | -8 | 9,222 |
| Net debt | 36,932 | 39,276 | -2,344 |
| EQUITY AND NET DEBT | 52,834 | 53,531 | -697 |
Net invested capital of €52,834 million (€53,531 million as at 31 December 2020) is down €697 million compared with 31 December 2020.
Intangible assets deriving from concession rights amount to €37,117 million as at 30 June 2021, a reduction of €12,149 million compared with 31 December 2020 (€49,266 million). This primarily reflects:
a) the reclassification of €11,189 million in intangible assets deriving from concession rights attributable to the Autostrade per l'Italia group, following the application of IFRS 5, to "Non-financial assets and liabilities held for sale";
Goodwill of €8,429 million is down €4,368 million compared with 31 December 2020 (€12,797 million), primarily due to the above reclassification of the ASPI group's contribution, amounting to €4,385 million.
Investments, amounting to €2,132 million, are down €709 million compared with 31 December 2020 (€2,841 million). This reflects:
Working capital (net of current provisions) amounts to €1,284 million, marking an increase of €1,000 million compared with 31 December 2020 (€284 million), including the reclassification of non-financial assets and liabilities attributable to ASPI group companies to current assets and liabilities held for sale (€813 million). Other changes regard:
Provisions and commitments of €2,347 million are down €6,442 million compared with 31 December 2020 (€8,789 million), primarily due to the reclassification of the ASPI group's contribution, amounting to €5,991 million, to "Non-financial assets and liabilities held for sale".
Equity amounts to €15,902 million (€14,255 million as at 31 December 2020).
Equity attributable to owners of the parent, amounting to €7,592 million, is up €1,402 million compared with 31 December 2020 (€6,190 million). This essentially reflects the gain resulting from the sale of a 49% stake in Telepass, recognised in equity as it is a transaction between shareholders (€973 million), and the increase of €354 million deriving from the issue of hybrid bonds by Abertis Infraestructuras Finance.
Equity attributable to non-controlling interests, amounting to €8,310 million, is up €245 million compared with 31 December 2020 (€8,065 million). This essentially reflects:
The Atlantia Group's net debt amounts to €36,932 million as at 30 June 2021, down €2,344 million compared with 31 December 2020 (€39,276 million). This essentially reflects collection of the proceeds from the sale of the 49% stake in Telepass to Partners Group, totalling €1,056 million net of transaction costs, Abertis Infraestructuras Finance's issue of Hybrid bonds net of issue costs, totalling €734 million, and operating cash flow for the first half (€1,419 million), after capital expenditure in the period (€827 million), amounting to €592 million.
Net debt as at 30 June 2021 primarily includes the ASPI group's contribution, reclassified in full to "Net debt related to assets held for sale" (€9,214 million).
Changes in these items regard:
d) a decrease of €740 million in other financial assets, due to the reclassification of €437 million attributable to the ASPI group and Atlantia's unwinding of the Funded Collar derivative, forming part of the above Collar Financing, amounting to €339 million.
After stripping out the Autostrade per l'Italia group's contribution:
As at 30 June 2021, Group companies (after stripping out the ASPI group), have cash reserves of €12,453 million, consisting of:
"Net financial debt", an indicator usually used by analysts and rating agencies to assess the Group's financial structure, amounts to €40,088 million as at 30 June 2021, a reduction of €1,782 million compared with the figure for 31 December 2020 (€41,870 million). This essentially reflects the changes described in the next section on "Cash flow".
| €M | 1H 2021 | 1H 2020 (restated) |
||
|---|---|---|---|---|
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ||||
| Utile/(Perdita) del periodo | 14 | -1,054 | ||
| Adjusted by: | ||||
| Amortisation and depreciation | 1,904 | 1,789 | ||
| Operating change in provisions (*) | -212 | 558 | ||
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
8 | 23 | ||
| Impairment losses/(Reversals of impairment losses) on financial assets and investments accounted for at fair value |
22 | 195 | ||
| Share of (profit)/loss of investees accounted for using the equity method | 13 | 28 | ||
| Impairment losses/(Reversals of impairment losses) and adjustments of current and non-current assets | 12 | 200 | ||
| (Gains)/Losses on sale of investments and other non-current assets | -1 | -35 | ||
| Net change in deferred tax (assets)/liabilities through profit or loss | -243 | -440 | ||
| Other non-cash costs (income) | -98 | -152 | ||
| Operating cash flow | 1,419 | 1,112 | ||
| of which from discontinued operations | 215 | 205 | ||
| Change in operating capital | -516 | -97 | ||
| Other changes in non-financial assets and liabilities | 300 | -44 | ||
| Net cash generated from operating activities (A) | 1,203 | 971 | ||
| of which from discontinued operations | 271 | -239 | ||
| Capital expenditure | -827 | -633 | ||
| Government grants related to assets held under concession | 2 | 2 | ||
| Increase in financial assets deriving from concession rights (related to capital expenditure) | 45 | 54 | ||
| Purchases of investments | -15 | - | ||
| Investment in consolidated companies, including net debt assumed | -6 | -3,231 | ||
| Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments | 442 | 157 | ||
| Proceeds from sales of consolidated companies, including net debt transferred | - | 11 | ||
| Net change in other non-current assets | 23 | 30 | ||
| Net cash used in investment in non-financial assets (B) | -336 | -3,610 | ||
| of which for discontinued operations | -390 | -234 | ||
| Dividends declared and distribution of reserves and returns of capital to non-controlling shareholders | -392 | -242 | ||
| Transactions with non-controlling shareholders | 1,045 | - | ||
| Issue of equity instruments | 734 | - | ||
| Interest accrued on equity instruments | -29 | - | ||
| Net equity cash inflows/(outflows) (C) | 1,358 | -242 | ||
| of which for discontinued operations | -13 | -48 | ||
| Increase/(Decrease) in cash and cash equivalents during period (A+B+C) | 2,225 | -2,881 | ||
| Change in fair value of hedging derivatives | 111 | 108 | ||
| Non-cash financial income/(expenses) | 198 | 25 | ||
| Effect of foreign exchange rate movements on net debt and other changes | -190 | 206 | ||
| Other changes in net debt (D) | 119 | 339 | ||
| (Increase)/Decrease in net debt for period (A+B+C+D) | 2,344 | -2,542 | ||
| Net debt at beginning of period | 39,276 | 36,722 | ||
| Net debt at end of period | 36,932 | 39,264 |
(*) This item does not include uses of provisions for the renewal of assets held under concession and includes uses of provisions for risks and charges.
Net cash generated from operating activities amounts to €1,203 million (€971 million in the first half of 2020), an increase of €232 million due an improvement in operating cash flow (€307 million), which benefitted from an increase in the volume of motorway traffic registered by the Abertis group, partially offset by a reduction (€75 million) in net cash from trading assets and liabilities.
Net cash used for investment in non-financial assets amounts to €336 million (€3,610 million in the first half of 2020) and is down €3,274 million, primarily due to outflows in the first half of 2020 linked to the acquisition of RCO and assumption of the related debt, totalling €3,231 million.
The net equity cash inflow of €1,358 million essentially includes the proceeds from the previously mentioned sale of a 49% stake in Telepass for €1,056 million, net of transaction costs, and Abertis Infraestructuras Finance's issue, in the first half of 2021, of hybrid bonds totalling €734 million net of issue costs. These items were partially offset by the payment of dividends totalling €392 million to non-controlling shareholders, an increase of €150 million compared with the first half of 2020 (€242 million).
Other changes in net debt amount to €119 million in the first half of 2021 (€339 million in the first half of 2020), essentially reflecting rises in the value of the Brazilian real and the Chilean peso against the euro at the end of the period (€190 million).
The above cash flows have resulted in a reduction of €2,344 million in net debt as at 30 June 2021, compared with an increase of €2,542 million in the first half of 2020.
The Atlantia Group's operating segments are identified based on the information provided to and analysed by Atlantia's Board of Directors, which represents the Group's chief operating decision maker, when taking decisions regarding the allocation of resources and assessing performance.
In particular, the Board of Directors assesses the performance of the Company in terms of business, geographical area of operation and the organisational structure of the various areas of business.
Following the signing of the agreement to sell Atlantia's entire stake in Autostrade per l'Italia to the CDP Consortium in June 2021, in accordance with IFRS 5, the Autostrade per l'Italia group is classified in discontinued operations. As a result, with effect from this Interim Report, the operating segments reviewed in this document no longer include the Autostrade per l'Italia group. In addition, following an internal reorganisation of the Group that has led to Autostrade per l'Italia's acquisition of the investment in Pavimental, the contributions of this company and its subsidiary, Pavimental Polska, are included in the Autostrade per l'Italia group.
The composition of the Atlantia Group's operating segments as at 30 June 2021 is as follows:
a) Abertis group: includes the holding company, Abertis HoldCo, the subsidiary, Abertis Infraestructuras, the motorway operators the latter controls in Europe, America and Asia, and the companies that produce and operate tolling systems and are controlled by Abertis Infraestructuras;
A remaining segment includes amounts for Atlantia and other activities, which include the Parent, Atlantia, Spea Engineering and Aero I Global & International (the Luxembourg-based holding company that owns a 15.49% interest in Getlink).
A summary of key financial performance indicators for the identified segments is provided below.
| Country | Number of concessions | Kilometres operated |
|---|---|---|
| Brazil | 7 | 3,200 |
| France | 2 | 1,769 |
| Spain | 8 | 1,105 |
| Mexico | 5 | 875 |
| Chile | 6 | 773 |
| Italy | 1 | 236 |
| India | 2 | 152 |
| Argentina | 2 | 175 |
| Puerto Rico | 2 | 90 |
| USA | 1 | 12 |
| TOTAL | 36 | 8,387 |
The concessions held by Acesa, Invicat (Spain) and Autopista del Sol (Chile) will expire in the second half of 2021.
The tariff revisions applied in the first half of 2021, as well as those approved for the period after 30 June 2021 and in force at the date of this document, are shown below:
| 2021 | |||
|---|---|---|---|
| Sanef | |||
| France | Sapn | 01/02/2021 | + 0.3% |
| Spain | Acesa, Avasa, Aulesa | 01/01/2021 | -0.1% |
| Castellana | 01/01/2021 | +0.9% | |
| Aucat, Invicat, Tunels | 01/01/2021 | -0.7% |
The tariff revisions applicable to the Spanish operators are based on inflation, which was negative in the period used as the basis for determining the tariffs for 2021. In Castellana's case, the increase for 2021 includes a supplementary one-off increase.
| 2021 | |||
|---|---|---|---|
| Planalto Sul | 16/04/2021 | +0.9% | |
| Brazil | Fernão Dias | 30/04/2021 | +0.5% |
| Intervías | 01/07/2021 | +8.1% | |
| Régis Bittencourt | 01/07/2021 | +1.4% | |
| Litoral Sul | 10/07/2021 | +6.0% |
It should be noted that the tariff increases applicable from July 2021 are determined on the basis of inflation and then, in Régis Bittencourt's case, partially offset by tariff rebalancing mechanisms.
| 2021 | |||
|---|---|---|---|
| Chile | Autopista Central | ||
| Rutas del Pacífico | 01/01/2021 | +2.7% | |
| Rutas del Elqui | |||
| Autopista de Los Andes | 01/01/2021 | +6.2% | |
| 01/01/2021 | +1.3% | ||
| Autopista del Sol | 01/07/2021 | +2.3% | |
| Autopista de Los Libertadores | 01/02/2021 | +3.0% |
Following the agreements reached with Chile's Ministry of Public Works at the end of 2019, Autopista Central did not apply the real increase of 3.5%, accounting for the lost revenue as an amount receivable from the Grantor.
| 2021 | |||
|---|---|---|---|
| Puerto Rico | Metropistas | 01/01/2021 | + 3.8% |
| APR | 01/01/2021 | + 1.2% | |
| Mexico | Coviqsa, Conipsa | 01/01/2021 | +3.2% |
| Farac | 01/02/2021 | +4.1% | |
| Cotesa | 01/02/2021 | +5.9% | |
| Argentina | GCO | ||
| Ausol | 01/07/2021 | +9.9% |
In response to requests from Grupo Concesionario del Oeste (GCO) and Ausol relating to the tariff revisions for 2020 and 2021 provided for under existing agreements, on 1 July 2021 the Argentine Grantor approved a 9.9% increase, which is significantly less than the amount requested. The operators will continue to press for recognition of their rights under the existing agreements.
| Abertis group | 1H 2021 | 1H 2020 | Change | % change |
|---|---|---|---|---|
| Traffic (millions of km travelled) | 30,445 | 24,897 | 5,548 | 22.3% |
| Average exchange rate (currency/€) | ||||
| Chilean peso | 868,02 | 895,57 | - | 3% |
| Brazilian real | 6,49 | 5,41 | - | -17% |
| €m | ||||
| Operating revenue | 2,260 | 1,789 | 471 | 26% |
| EBITDA | 1,554 | 1,108 | 446 | 40% |
| Operating cash flow | 1,000 | 754 | 246 | 33% |
| Capital expenditure | 216 | 191 | 25 | 13% |
| 30 June 2021 | 31 December 2020 |
Change | % change | |
| Net debt | 22,984 | 23,843 | -859 | -4% |
Based on a like-for-like scope of consolidation, the Abertis group's traffic rose by 22.3% in the first half of 2021 compared with the same period of 2020, as shown in the following table:
| Traffic (millions of km travelled) | |||
|---|---|---|---|
| Country | 1H 2021 | 1H 2020 | % change |
| Brazil | 8,971 | 7,934 | 13.1% |
| France | 6,181 | 5,191 | 19.1% |
| Spain | 3,584 | 2,829 | 26.7% |
| Chile | 3,284 | 2,626 | 25.1% |
| Mexico | 2,326 | 1,962 | 18.5% |
| Argentina | 2,163 | 1,336 | 61.9% |
| Italy | 2,135 | 1,706 | 25.1% |
| Puerto Rico | 1,101 | 816 | 34.9% |
| India | 628 | 436 | 44.0% |
| USA | 72 | 61 | 18.0% |
| Total | 30,445 | 24,897 | 22.3% |
Note: traffic based on a like-for-like scope of consolidation (Brazil does not include Centrovias, whose concession expired in June 2020, or ViaPaulista, partially operational from January 2019, in the two comparative periods; Mexico and the USA, on the other hand, include traffic for full-year 2020).
Operating revenue for the first half of 2021 amounts to €2,260 million, an increase of €471 million (26%) compared with the same period of 2020. This primarily reflects an upturn in traffic and changes in the scope of consolidation (contributions totalling €173 million from the Mexican group, RCO, from the second quarter of 2020, and from ERC from 1 January 2021, partially offset by the end of the Centrovias concession in Brazil in June 2020). The change in operating revenue was also affected positively by the toll increases granted to the group's operators, and negatively by adverse currency movements. On a like-for-like basis, operating revenue is up €363 million (21%), primarily due to the above-mentioned upturn in traffic.
Operating costs of €706 million are up €25 million (4%) compared with the first half of 2020. This primarily reflects changes in the scope of consolidation, an increase in staff costs partly in relation to bonuses awarded in the first half of 2021, and higher expenses directly related to upturns in traffic in France and Italy, partly offset by the impact of currency movements and lower tax expense other than for income tax at the French operators.
EBITDA for the first half of 2021 thus amounts to €1.554 million, an increase of €446 million (40%) compared with the same period of 2020. On a like-for-like basis, EBITDA is up €338 million (32%).
| €M | EBITDA | |||
|---|---|---|---|---|
| Country | 1H 2021 | 1H 2020 | % change | |
| France | 537 | 437 | 23% | |
| Spain | 355 | 275 | 29% | |
| Chile | 174 | 140 | 24% | |
| Mexico (1) | 169 | 27 | n/s | |
| Brazil | 116 | 121 | -4% | |
| Italy | 103 | 56 | 85% | |
| Puerto Rico | 56 | 39 | 43% | |
| USA (1) | 20 | 0 | n/s | |
| India | 10 | 7 | 37% | |
| Argentina | 9 | 7 | 29% | |
| Other activities | 5 | -1 | n/s | |
| Total | 1,554 | 1,108 | 40% |
(1) RCO contributed to the results for 2020 for 8 months from May, ERC only contributed to the results for the first half of 2021.
The Abertis group's operating cash flow amounts to €1,000 million for the first half of 2021, an increase of €246 million (33%) compared with the same period of 2020. The improvement essentially reflects the above increase in EBITDA, partly offset by an increase in net financial expenses following the acquisition of control of the RCO group and ERC, after the related tax expense. Ona likefor-like basis, the increase in operating cash flow is €235 million (32%).
The Abertis group's capital expenditure amounted to €216 million in the first half of 2021 (€191 million in the first half of 2020) and primarily regards work in Brazil (the Contorno de Florianopolis project and resurfacing and widening work), in France (the Plan de Relance investment programme) and in Italy (improvements to access to the Montecchio tolling station).
| €M | Capex | |
|---|---|---|
| Country | 1H 2021 | 1H 2020 |
| Brazil | 114 | 112 |
| France | 52 | 45 |
| Italy | 20 | 6 |
| Chile | 10 | 17 |
| Mexico | 10 | 3 |
| Spain | 4 | 4 |
| Other activities | 6 | 4 |
| Total | 216 | 191 |
Net debt amounts to €22,984 million as at 30 June 2021, a reduction of €859 million compared with 31 December 2020 (€23,843 million). This primarily reflects a combination of:
Net debt also includes financial assets due from the Grantor, totalling €2,105 million (€2,015 million as at 31 December 2020). These primarily regard measures designed to compensate certain Spanish operators, above all Acesa and Invicat, for specific investments.
In terms of compliance with covenants, at the date of preparation of this document, the covenants provided for the Abertis group's loan agreements have all been complied with, partly thanks to the mitigating measures put in place by the group's operators.
The following material events took place in the first half of 2021:
| Country | Number of concessions | Kilometres operated |
|---|---|---|
| Brazil | 3 | 1,121 |
| Chile | 8 | 327 |
| Poland | 1 | 61 |
| TOTAL | 12 | 1,509 |
The concession held by Triangulo do Sol Auto-Estradas (Brazil) is due to expire in the second half of 2021. Talks are in progress with a view to potentially extending the concession term, taking into account regulatory receivables.
The tariff revisions applied in the first half of 2021, as well as those approved for the period after 30 June 2021 and in force at the date of this document, are shown below:
| 2021 | ||
|---|---|---|
| Triangulo do Sol | ||
| Brazil | 01/07/2021 Rodovias das Colinas |
+8.1% |
The tariff increases applicable from July 2021 are based on inflation. Application of the tariff increase for Rodovia MG050, contractually scheduled for 13 June 2021 and amounting to 6.8%, was delayed for 60 days at the request of the Brazilian Grantor.
| 2021 | ||||
|---|---|---|---|---|
| Costanera Norte | ||||
| Vespucio Sur | ||||
| Nororiente | 01/01/2021 | +2.7% | ||
| Chile | AMB | |||
| Los Lagos | 01/01/2021 | + 2.7% | ||
| Litoral Central | 10/01/2021 | + 2.7% |
As was the case for Autopista Central, following the agreements reached with Chile's Ministry of Public Works at the end of 2019, Costanera Norte and Vespucio Sur did not apply the real increase of 3.5%, accounting for the lost revenue as an amount receivable from the Grantor.
| Other overseas motorways | 1H 2021 | 1H 2020 | Change | % change |
|---|---|---|---|---|
| Traffic (millions of km travelled) | 3,983 | 3,512 | 471 | 13.4% |
| Average exchange rate (currency/€) | ||||
| Chilean peso | 868.02 | 895.57 | - | 3% |
| Brazilian real | 6.49 | 5.41 | - | -17% |
| Polish zloty | 4.55 | 4.41 | - | -3% |
| €m | ||||
| Operating revenue | 254 | 229 | 25 | 11% |
| EBITDA | 181 | 157 | 24 | 15% |
| Operating cash flow | 173 | 131 | 42 | 32% |
| Capital expenditure | 50 | 76 | -26 | -34% |
| 30 June 2021 | 31 December 2020 |
Change | % change | |
| Net funds | 780 | 636 | 144 | 23% |
Traffic on the networks managed by the Group's other overseas operators rose 13.4% in the first half of 2021 compared with the same period of 2020.
| Traffic (millions of km travelled) | |||
|---|---|---|---|
| Country | 1H 2021 | 1H 2020 | % change |
| Brazil | 1,942 | 1,774 | 9.5% |
| Chile | 1,627 | 1,378 | 18.0% |
| Poland | 414 | 360 | 14.9% |
| TOTAL | 3,983 | 3,512 | 13.4% |
Operating revenue for the first half of 2021 amounts to €254 million, an increase of €25 million (11%) compared with the same period of 2020. This primarily reflects the upturn in traffic and the tariff increases awarded to operators, partly offset by the decline in value of the Brazilian real. On a like-for-like basis, operating revenue is up €41 million (18%).
| €M | EBITDA | ||
|---|---|---|---|
| Country | 1H 2021 | 1H 2020 | % change |
| Chile | 99 | 77 | 29% |
| Brazil | 59 | 62 | -5% |
| Poland | 23 | 18 | 28% |
| Total | 181 | 157 | 15% |
EBITDA for the first half of 2021 amounts to €181 million, up €24 million (15%) compared with the same period of the previous year, primarily due to the above-mentioned increases in traffic volumes and tariff, partly offset by the decline in the value of the Brazilian real. On a like-for-like basis, EBITDA is up €35 million (22%).
Operating cash flow for the first half of 2021 amounts to €173 million, up €42 million (32%) on the same period of 2020, mainly due to the improved operating performance.
On a like-for-like basis, operating cash flow is up €48 million (37%).
| €M | Capex | |
|---|---|---|
| Country | 1H 2021 | 1H 2020 |
| Chile | 40 | 58 |
| Brazil | 6 | 14 |
| Poland | 4 | 4 |
| Total | 50 | 76 |
Capital expenditure amounted to €50 million in the first half of 2021 (€76 million in the first half of 2020), including €40 million in Chile and reflecting payments to the Grantor by the operators, Americo Vespucio Oriente II and Conexión Vial Ruta 78 Hasta Ruta 68, as their contributions to the cost of expropriations in accordance with the related concession arrangements.
Net funds of €780 million as at 30 June 2021 takes into account financial assets due from the Grantor and recognised by the Chilean operators under their existing concession arrangements, totalling €1,131 million (€1,058 million as at 31 December 2020). After stripping out these financial assets, the segment has net debt of €351 million, down €71 million mainly as a result of operating cash flow generated during the first half of the year, only partly offset by capital expenditure.
In terms of borrowing:
The tariff revisions applied in the first half of 2021, as well as those approved for the period after 30 June 2021 and in force at the date of this document, are shown below:
| 2021 | |||
|---|---|---|---|
| Fiumicino | |||
| Italy | Ciampino | 01/03/2021 | - 4.1% |
Average fees have fallen by 4.1% compared with 2020 for both airports. In addition to the parameters defined for the five-year period 2017-2021, this reflects negative inflation of -0.2%, the rescheduling of investment planned for 2020 due to the pandemic and postponement of application of the quality/environmental bonus.
| Aeroporti di Roma group | 1H 2021 | 1H 2020 | Change | % change |
|---|---|---|---|---|
| Traffic (millions of pax) | 3.2 | 7.3 | -4.1 | -56.5% |
| €m | ||||
| Operating revenue | 93 | 166 | -73 | -44% |
| EBITDA | -32 | 43 | -75 | n/s |
| Operating cash flow | -21 | 47 | -68 | n/s |
| Capital expenditure | 95 | 72 | 23 | 32% |
| 30 June 2021 | 31 December 2020 |
Change | % change | |
| Net debt | 1,605 | 1,426 | 179 | 13% |
Passenger traffic handled by the Roman airport system amounted to 3.2 million in the first half of 2021, a 56.5% reduction compared with the first half of 2020. This reflects the restrictions imposed on movement in response to the global spread of Covid-19. The domestic segment, which saw a less accentuated decline in traffic, ended the period down 21.1%, whilst the EU segment2 saw traffic drop 68.6% and the Non-EU segment decline 69.8%.
2 - The UK is classed as "Non-EU" from 1 January 2021.
Operating revenue for the first half of 2021 amounts to €93 million, a reduction of €73 million (44%) compared with the same period of the previous year. This reflects:
Negative EBITDA amounts to €32 million, a deterioration of €75 million compared with the first half of 2020.
Negative operating cash flow of €21 million marks a deterioration of €68 million compared to the first half of 2020. This reflects the reduction in EBITDA after the related taxation, which also includes substitute tax payable on the realignment of the tax base with the higher carrying amount of a portion of the concession rights recognised in Aeroporti di Roma's accounts (€11 million, equivalent to 3% of the realigned amount).
Capital expenditure in the first half of 2021 amounted to €95 million (€72 million in the first half of 2020) and regarded work on the extension of Terminal 1 and the construction of Boarding Area D, forming part of the "Eastern Hub", and continuation of work on the extensive upgrade of the "Delta" taxiway and on construction of the Unified Control Room. Work also continued on essential safety improvements, operational continuity and compliance.
Net debt of €1,605 million as at 30 June 2021 is up €179 million compared with 31 December 2020 (€1,426 million). This reflects capital expenditure for the period, an increase in working capital (especially relating to trading assets and current tax assets reflecting the pretax loss) and the negative contribution from operating cash flow, partly offset by an increase in the fair value of hedging derivatives.
In terms of new borrowing, in April 2021, Aeroporti di Roma placed new Sustainability-Linked bonds (the first airport in the world to do so) with a nominal value of €500 million, paying coupon interest of 1.75% and maturing in 2031.
On 30 June 2021, Aeroporti di Roma completed early repayment of the bank loan guaranteed by SACE, amounting to €200 million.
As at 30 June 2021, the ADR group has cash reserves of €989 million, consisting of:
In terms of compliance with covenants, it should be noted that, given the ongoing emergency caused by the pandemic:
| Aéroports de la Côte d'Azur group | 1H 2021 | 1H 2020 | Change | % change |
|---|---|---|---|---|
| Traffic (millions of pax) | 1.5 | 2.1 | -0.6 | -28.3% |
| €m | ||||
| Operating revenue | 61 | 65 | -4 | -6% |
| EBITDA | 8 | 6 | 2 | 33% |
| Operating cash flow | 16 | -15 | 31 | n/s |
| Capital expenditure | 19 | 18 | 1 | 6% |
| 30 June 2021 | 31 December 2020 |
Change | % change | |
| Net debt | 981 | 976 | 5 | 1% |
In the first half of 2021, the airport system serving the Côte d'Azur handled 1.5 million passengers, registering a 28.3% fall in traffic compared with the first half of 2020 especially in the first quarter.
This reflects the restrictions on movement imposed in response to the global spread of Covid-19. The decline in international traffic contrasted with 11.4% growth in domestic traffic.
Operating revenue for the first half of 2021 amounts to €61 million, a reduction of €4 million (6%) compared with the first half of 2020. Despite the fee increase applied from the last quarter of 2020, this reflects downturns in aviation revenue and in retail and car park revenue due to the decline in traffic. These declines were partially offset by revenue from general aviation.
Operating costs of €53 million are down €6 million (10%) compared with the first half of 2020, reflecting the partial closure of Nice airport (Terminal 1), a reduction in costs directly linked to the performance of traffic, and other cost cutting initiatives.
EBITDA of €8 million is up €2 million (33%) compared with the first half of 2020.
Operating cash flow amounts to €16 million (a negative €15 million in the first half of 2020). As in the period under comparison, this essentially reflects changes in the fair value of Azzurra Aeroporti's derivative financial instruments recognised through profit or loss. If this item is stripped out, operating cash flow for the first half of 2021 is in line with the figure for the comparative period.
Capital expenditure in the first half of 2021 amounted to €19 million (€18 million in the first half of 2020) and primarily regards work on essential safety improvements, operational continuity and compliance.
Net debt as at 30 June 2021 amounts to €981 million, which is substantially in line with the €976 million registered as at 31 December 2020.
In the first half of 2021, Aéroports de la Côte d'Azur agreed a 12-month extension of the repayment term for the bilateral loans totalling €67 million guaranteed by BPI France, originally due for repayment by July 2021.
After 30 June 2021, Aéroports de la Côte d'Azur placed bonds with terms to maturity of 12 and 15 years, amounting to a total of €90 million.
| Telepass group | 1H 2021 | 1H 2020 | Change | % change |
|---|---|---|---|---|
| Telepass devices (m) | 9.2 | 8.9 | 0.3 | 3.0% |
| €m | ||||
| Operating revenue | 122 | 111 | 11 | 10% |
| EBITDA | 48 | 57 | -9 | -16% |
| Operating cash flow | 41 | 45 | -4 | -9% |
| Capital expenditure | 53 | 35 | 18 | 51% |
| 30 June 2021 | 31 December 2020 |
Change | % change | |
| Net debt | 860 | 557 | 303 | 54% |
As at 31 June 2021, there are a total of 9.2 million active Telepass devices in circulation, an increase of approximately 266,000 compared with 31 June 2020 (up 3%), whilst Telepass Pay has 581,000 customers, marking an increase of 89,000 compared with 31 June 2020 (up 18%).
The Telepass group's operating revenue for the first half of 2021 amounts to €122 million, an increase of €11 million (10%) compared with the first half of 2020. This primarily reflects the positive performance of remote tolling for vehicles on overseas motorway networks and the contribution of revenue generated by new insurance products.
Operating costs of €74 million are up €20 million (37%) compared with the same period of 2020. This reflects the costs linked to the increase in overseas business (e.g., distribution costs), the strengthening of the organisational structure (primarily IT cost and staff costs), and the Antitrust fine (€2 million).
EBITDA for the first half of 2021 thus amounts to €48 million, a decrease of €9 million (16%) compared with the same period of 2020.
Operating cash flow amounts to €41 million, a decrease of €4 million (9%), primarily reflecting the decline in EBITDA, after the related taxation.
Capital expenditure in the first half of 2021 amounted to €53 million (€35 million in the first half of 2020) and primarily regarded the digital transformation project, the new office in Rome and remote tolling devices.
Net debt of €860 million (including an amount of €551 million due to the ASPI group) as at 30 June 2021 is up €303 million compared with 31 December 2020 (€557 million). Above all, this reflects the combined effect of:
04. Explanatory notes, reconciliations and other information
| 4.1 | Alternative performance indicators ("APIs") |
72 |
|---|---|---|
| 4.2 | Atlantia Group | 74 |
| 4.3 | Operating segments | 78 |
| 4.4 | Disclosures pursuant to art. 114, paragraph 5 of Legislative Decree 58/1998 (the "CFA") |
83 |
| 4.5 | Other information on the first half | 87 |
In application of the CONSOB Ruling of 3 December 2015, governing implementation in Italy of the guidelines issued by the European Securities and Markets Authority (ESMA), the basis used in preparing the alternative performance indicators ("APIs") published by the Atlantia Group is described below.
The APIs shown in this Interim Report are deemed relevant to an assessment of the performance based on the results of the Atlantia Group as a whole, of the operating segments and of individual consolidated companies.
Specifically, we believe that the APIs provide a further important measure to be used by management in assessing the performance of the Group, as they enable it to monitor the operating and financial performance. In addition, the APIs provide an improved basis for comparison of the results over time, even if they are not a replacement for or an alternative to the results determined applying the international financial reporting standards ("IFRS") used by the Group and described in "Atlantia's condensed interim consolidated financial statements as at and for the six months ended 30 June 2021" (the "statutory financial statements").
With regard to the APIs, the "Financial review for the Atlantia Group" includes reclassified financial statements that differ from the statutory financial statements. In addition to amounts from the income statement and statement of financial position measured and presented under IFRS, these reclassified financial statements present a number of indicators and items derived from them, even when they are not required by the above standards and are, therefore, identifiable as APIs. The reconciliation of the APIs with the most directly reconcilable line item, subtotal or total in the statutory financial statements is provided below.
The APIs shown in this Interim Report are unchanged with respect to those use in the Integrated Annual Report as at and for the year ended 31 December 2020.
A list of the APIs used, together with a brief description of the composition, and their reconciliation with the corresponding reported amounts in the statutory financial statements, is provided below:
d) "Net invested capital", showing the total value of non-financial assets, after deducting non-financial liabilities;
e) "Net financial debt" is a concise indicator of the Group's financial structure and is based on the nominal redemption value of bond issues, medium/ long-term and short-term borrowings, including bank overdrafts repayable on demand, and after deducting cash;
| €m | |||
|---|---|---|---|
| EBITDA/EBIT | Ref. | 1H 2021 | 1H 2020 (restated) |
| PROFIT/(LOSS) FOR THE PERIOD | 14 | -1,054 | |
| Profit/(Loss) from discontinued operations | -202 | 511 | |
| Income tax benefits/(expense) | -144 | -209 | |
| Share of profit/(loss) of investees accounted for using the equity method | -3 | 26 | |
| Net financial expenses | (a) | 410 | 403 |
| Operating profit/(loss) (EBIT) | 75 | -323 | |
| Amortisation and depreciation | 1,598 | 1,456 | |
| (Impairment losses)/Reversals of impairment losses | 12 | 199 | |
| Provisions for renewal of assets held under concession | (b) | 36 | 38 |
| Gross operating profit/(loss) (EBITDA) | 1,721 | 1,370 | |
| Total operating revenue | Ref. | 1H 2021 | 1H 2020 (restated) |
| TOTAL REVENUE | 3,070 | 2,717 | |
| Revenue from construction services | -281 | -277 | |
| Total operating revenue | 2,789 | 2,440 | |
| Total operating costs | Ref. | 1H 2021 | 1H 2020 (restated) |
| TOTAL COSTS | -2,985 | -3,032 | |
| Revenue from construction services – government grants and the cost of materials and external services |
(c) | 266 | 257 |
| Capitalised staff costs - construction services for which additional economic benefits are received |
(c) | 5 | 12 |
| Provisions for renewal of assets held under concession | (b) | 36 | 38 |
| Amortisation and depreciation | 1,598 | 1,456 | |
| (Impairment losses)/Reversals of impairment losses | 12 | 199 | |
| Total operating costs | -1,068 | -1,070 |
(a) the reconciliation of net financial expenses is shown below:
| Net financial expenses | Ref. | 1H 2021 | 1H 2020 (restated) |
|---|---|---|---|
| NET FINANCIAL INCOME/(EXPENSES) | 420 | 411 | |
| Revenue from construction services: capitalised financial expenses | (c) | -10 | -8 |
| Net financial expenses | (a) | 410 | 403 |
(b) the reconciliation of "Provisions for renewal of assets held under concession" is provided in note 7.14 in the notes to the financial statements.
(c) the reconciliation of the items, "Revenue from construction services - government grants and cost of materials and external services", "Revenue from construction services: capitalised financial expenses" and "Capitalised staff costs - construction services for which additional economic benefits are received" is provided in note 8.3 in the notes to the condensed interim consolidated financial statements.
| €m |
|---|
| ---- |
| Ref. | 1H 2021 | 1H 2020 (restated) |
|||
|---|---|---|---|---|---|
| Intangible assets deriving from concession rights | 37,117 | 49,266 | |||
| Goodwill | 8,429 | 12,797 | |||
| Property, plant and equipment and other intangible assets | 1,091 | 1,257 | |||
| Property, plant and equipment | 646 | 774 | |||
| Other intangible assets | 445 | 483 | |||
| Investments | 2,132 | 2,841 | |||
| Working capital (net current provisions) | 1,284 | 284 | |||
| Trading assets | 2,187 | 2,438 | |||
| Current tax assets | 276 | 404 | |||
| Other current assets | 629 | 668 | |||
| Trading liabilities | -890 | -2,160 | |||
| Current tax liabilities | -108 | -89 | |||
| Other current liabilities | -810 | -977 | |||
| Provisions and commitments | -2,347 | -8,789 | |||
| Provisions for construction services required by contract | (a) | -411 | -2,977 | ||
| Other provisions | (b) | -1,936 | -5,812 | ||
| Deferred tax assets/(liabilities), net | -5,524 | -3,888 | |||
| Deferred tax assets | 595 | 2,469 | |||
| Deferred tax liabilities | -6,119 | -6,357 | |||
| Other non-current assets and liabilities | -251 | -260 | |||
| Other non-current assets | 13 | 38 | |||
| Other non-current liabilities | -264 | -298 | |||
| Non-financial assets and liabilities held for sale | (c) | 10,903 | 23 | ||
| NET INVESTED CAPITAL | 52,834 | 53,531 | |||
| Total equity | 15,902 | 14,255 | |||
| Bond issues | (d) | 25,507 | 31,673 | ||
| Medium/long-term borrowings | (d) | 11,602 | 18,728 | ||
| Other financial liabilities | 1,756 | 3,283 | |||
| Non-current derivative liabilities | 525 | 1,134 | |||
| Other non-current financial liabilities | 776 | 744 | |||
| Current derivative liabilities | 59 | 68 | |||
| Short-term borrowings | - | 349 |
€m
| Ref. | 1H 2021 | 1H 2020 (restated) |
|||
|---|---|---|---|---|---|
| Bank overdrafts repayable on demand | - | 67 | |||
| Current portion of medium/long-term financial liabilities | (d) | 298 | 787 | ||
| Other current financial liabilities | 98 | 134 | |||
| Financial assets deriving from concession rights | (e) | -3,236 | -3,484 | ||
| Cash and cash equivalents | -6,120 | -8,385 | |||
| Other financial assets | -1,791 | -2,531 | |||
| Non-current derivative assets | -47 | -431 | |||
| Financial assets deriving from government grants | (e) | -27 | -233 | ||
| Term deposits | (e) | -596 | -640 | ||
| Other non-current financial assets | -900 | -963 | |||
| Current portion of other medium/long-term financial assets | -59 | -123 | |||
| Other current financial assets | -162 | -141 | |||
| Net debt related to assets held for sale | (c) | 9,214 | -8 | ||
| Net debt | 36,932 | 39,276 | |||
| NET DEBT AND EQUITY | 52,834 | 53,531 |
(a) the reconciliation of "Provisions for construction services required by contract" is provided in note 7.13 in the notes to the financial statements
(b) the reconciliation of "Other provisions" is provided in note 7.14 in the notes to the condensed interim consolidated financial statements (c) the reconciliation of "Non-financial assets and liabilities held for sale" and "Net debt related to assets held for sale" is provided in note 7.11 in the notes to the condensed interim consolidated financial statements
(d) the reconciliation of "Bond issues", "Medium/long-term borrowings" and "Current portion of medium/long-term financial liabilities" is provided in note 7.15 in the notes to the condensed interim consolidated financial statements
(e) the reconciliation of the items "Financial assets deriving from concession rights", "Financial assets deriving from government grants" and "Term deposits" is provided in note 7.4 in the notes to the condensed interim consolidated financial statements
| €m | ||
|---|---|---|
| 1H 2021 | 1H 2020 (restated) |
|
| Net cash generated from operating activities | 1,203 | 971 |
| Net cash used in investment in non-financial assets (A) | -336 | -3,610 |
| Net debt transferred as a result of disposals of consolidated companies | - | -11 |
| Net debt assumed as a result of investments in consolidated companies (*) | 2 | 2,032 |
| Net change in current and non-current financial assets | 215 | -303 |
| Differences relating to cash generated from/(used in) investing activities (B) | 217 | 1,718 |
| Net cash generated from/(used in) investing activities (C=A+B) | -119 | -1,892 |
| Net equity cash inflows/(outflows) (D) | 1,358 | -242 |
| Dividends declared net of dividends paid by Group companies to non-controlling shareholders | 6 | 6 |
| Issuance of bonds | 3,287 | 2,138 |
| Increase in medium/long term borrowings (excluding lease liabilities) | 619 | 5,710 |
| Bond redemptions | -1,173 | -1,688 |
| Repayments of medium/long term borrowings (excluding lease liabilities) | -5,791 | -1,746 |
| Repayments of lease liabilities | -19 | -17 |
| Net change in other current and non-current financial liabilities | -278 | 239 |
| Accrued, unpaid interest on equity instruments | 14 | - |
| Differences relating to cash generated from/(used in) financing activities (E) | -3,335 | 4,642 |
| Net cash generated from/(used in) financing activities (F=D+E) | -1,977 | 4,400 |
| (Increase)/Decrease in net debt for the period | 2,344 | -2,542 |
| Differences relating to cash generated from/(used in) investing activities (B) | 217 | 1,718 |
| Differences relating to cash generated from/(used in) financing activities (E) | -3,335 | 4,642 |
| Other changes in net debt | -119 | -339 |
| Effect of foreign exchange rate movements on cash and cash equivalents | 32 | -69 |
| Increase/(Decrease) in net cash and cash equivalents during the period | -861 | 3,410 |
(*) This item does not include cash and cash equivalents contributed by newly consolidated companies.
The operating segments are identified based on the information provided to and analysed by Atlantia's Board of Directors, which represents the Group's chief operating decision maker, when taking decisions regarding the allocation of resources and assessing performance.
Following the signing of the agreement to sell the entire stake in Autostrade per l'Italia to the CDP Consortium consisting of CDP Equity, The Blackstone Group International Partners and Macquarie European Infrastructure Fund 6 on 12 June 2021, in accordance with IFRS 5, the contribution of Autostrade per l'Italia and its subsidiaries to the Group's consolidated accounts has been classified in discontinued operations, as described in greater detail in note 6.1 to the condensed interim consolidated financial statements, and thus excluded from the Group's operating segments. As a result, the ASPI Group's contribution is not included in operating revenue or EBITDA, whilst it is included in operating cash flow, capital expenditure and net debt.
In addition, compared with the operating segments presented as at 31 December 2020, the subsidiaries, Pavimental and Pavimental Polska, are included in the Autostrade per l'Italia group following the corporate reorganisation completed in the first half of 2021 (amounts for the first half of 2020, on the other hand, include these companies' contribution in the "Atlantia and other activities" segment).
The following table shows operating revenue, EBITDA, operating cash flow, capital expenditure and net debt by operating segment. As previously noted, amounts for 1H 2020 and as at 31 December 2020 have been restated.
| €m | Abertis Group |
Other overseas motorways |
Aeroporti di Roma Group |
Aéroports de la Côte D'Azur Group |
Telepass Group |
Atlantia and other activities |
Discontinued operations Autostrade per l'Italia Group |
Consolidation adjustments |
Total Atlantia Group |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1H | 1H | 1H | 1H | 1H | 1H | 1H | 1H | 1H | ||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| REPORTED AMOUNTS |
||||||||||||||||||
| External operating revenue |
2,260 | 1,789 | 254 | 229 | 93 | 166 | 61 | 65 | 122 | 111 | 4 | 84 | - | - | -5 | -4 | 2,789 | 2,440 |
| Intersegment operating revenue |
- | - | - | - | - | - | - | - | - | - | 1 | 5 | - | - | -1 | -5 | - | - |
| Total operating revenue |
2,260 | 1,789 | 254 | 229 | 93 | 166 | 61 | 65 | 122 | 111 | 5 | 89 | - | - | -6 | -9 | 2,789 | 2,440 |
| EBITDA | 1,554 | 1,108 | 181 | 157 | -32 | 43 | 8 | 6 | 48 | 57 | -44 | 3 | - | - | 6 | -4 | 1,721 | 1,370 |
| Operating cash flow |
1,000 | 754 | 173 | 131 | -21 | 47 | 16 | -15 | 41 | 45 | -17 | -55 | 215 | 205 | 12 | - | 1,419 | 1,112 |
| Capital expenditure |
216 | 191 | 50 | 76 | 95 | 72 | 19 | 18 | 53 | 35 | 12 | 5 | 376 | 215 | 6 | 21 | 827 | 633 |
| €m | Abertis Group |
Other overseas motorways |
Aeroporti di Roma Group |
Aéroports de la Côte D'Azur Group |
Telepass Group |
Atlantia and other activities |
Discontinued operations Autostrade per l'Italia Group |
Consolidation adjustments |
Total Atlantia Group |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 30.06. 31.12. | 30.06. 31.12. | 30.06. 31.12. | 30.06. 31.12. | 30.06. 31.12. | 30.06. 31.12. | 30.06. 31.12. | 30.06. 31.12. | 30.06. 31.12. | ||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| Net debt | 22,984 23,843 | -780 | -636 | 1,605 | 1,426 | 981 | 976 | 860 | 557 | 2,580 | 4,612 | 8,750 | 8,557 | -48 | -59 36,932 39,276 |
This paragraph presents the reconciliation of like-for-like amounts for operating revenue, gross operating profit/ (loss) (EBITDA) and operating cash flow with the corresponding amounts shown in the section, "Operating segments".
1H 2021
| €m | Note | Abertis Group |
Other overseas motorways |
Aeroporti di Roma Group |
Aéroports de la Côte D'Azur Group |
Telepass Group |
Atlantia and other activities |
Consolidation adjustments |
Total Atlantia Group |
|---|---|---|---|---|---|---|---|---|---|
| Reported amounts (A) | 2,260 | 254 | 93 | 61 | 122 | 5 | -6 | 2,789 | |
| Adjustments for non like-for-like items | |||||||||
| Change in scope of consolidation and other minor changes |
(1) | 249 | - | 249 | |||||
| Exchange rate movements and impact of hyperinflation |
(2) | -62 | -16 | - | -78 | ||||
| Sub-total (B) | 187 | -16 | - | - | - | - | - | 171 | |
| Like-for-like amounts (C) = (A)-(B) | 2,073 | 270 | 93 | 61 | 122 | 5 | -6 | 2,618 |
| Reported amounts (A) | 1,789 | 229 | 166 | 65 | 111 | 89 | -9 | 2,440 | |
|---|---|---|---|---|---|---|---|---|---|
| Adjustments for non like-for-like items | |||||||||
| Change in scope of consolidation and other minor changes |
(1) | 76 | 58 | 134 | |||||
| Impact of hyperinflation | (2) | 3 | 3 | ||||||
| Sub-total (B) | 79 | - | - | - | - | 58 | - | 137 | |
| Like-for-like amounts (C) = (A)-(B) | 1,710 | 229 | 166 | 65 | 111 | 31 | -9 | 2,303 | |
| Like-for-like change | 363 | 41 | -73 | -4 | 11 | -26 | 3 | 315 | |
| % like-for-like change | 21% | 18% | -44% | -6% | 10% | -84% | n/s | 14% |
| €m | Note | Abertis Group |
Other overseas motorways |
Aeroporti di Roma Group |
Aéroports de la Côte D'Azur Group |
Telepass Group |
Atlantia and other activities |
Consolidation adjustments |
Total Atlantia Group |
|---|---|---|---|---|---|---|---|---|---|
| Reported amounts (A) | 1,554 | 181 | -32 | 8 | 48 | -44 | 6 | 1,721 | |
| Adjustments for non like for-like items |
|||||||||
| Change in scope of consolidation and other minor changes |
(1) | 189 | - | 189 | |||||
| Exchange rate movements and impact of hyperinflation |
(2) | -34 | -11 | -45 | |||||
| Impact connected with collapse of a section of the Polcevera road bridge |
(3) | -1 | -1 | ||||||
| Sub-total (B) | 155 | -11 | - | - | -1 | - | 143 | ||
| Like-for-like amounts (C) = (A)-(B) |
1,399 | 192 | -32 | 8 | 48 | -43 | 6 | 1,578 | |
| 1H 2020 (RESTATED) | |||||||||
| Reported amounts (A) | 1,108 | 157 | 43 | 6 | 57 | 3 | -4 | 1,370 | |
| Adjustments for non like for-like items |
|||||||||
| Change in scope of consolidation and other minor changes |
(1) | 46 | 28 | 74 | |||||
| Impact of hyperinflation | (2) | 1 | 1 | ||||||
| Impact connected with collapse of a section of the Polcevera road bridge |
(3) | -2 | -2 | ||||||
| Sub-total (B) | 47 | - | - | - | - | 26 | - | 73 | |
| Like-for-like amounts (C) = (A)-(B) |
1,061 | 157 | 43 | 6 | 57 | -23 | -4 | 1,297 | |
| Like-for-like change | 338 | 35 | -75 | 2 | -9 | -20 | 10 | 281 |
% like-for-like change 32% 22% n.s 33% -16% 87% n/s 22%
1H 2021
| €m | Note | Abertis Group |
Other overseas motorways |
Aeroporti di Roma Group |
Aéroports de la Côte D'Azur Group |
Telepass Group |
Atlantia and other activities |
Discontinued operations Autostrade per l'Italia Group |
Consolidation adjustments |
Total Atlantia Group |
|---|---|---|---|---|---|---|---|---|---|---|
| Reported amounts (A) | 1,000 | 173 | -21 | 16 | 41 | -17 | 215 | 12 | 1,419 | |
| Adjustments for non like for-like items |
||||||||||
| Change in scope of consolidation and other minor changes |
(1) | 65 | -2 | 2 | 65 | |||||
| Exchange rate movements and impact of hyperinflation |
(2) | -30 | -6 | -36 | ||||||
| Impact connected with collapse of a section of the Polcevera road bridge |
(3) | -62 | -62 | |||||||
| Sub-total (B) | 35 | -6 | - | - | - | -2 | -60 | - | -33 | |
| Like-for-like amounts (C) = (A)-(B) |
965 | 179 | -21 | 16 | 41 | -15 | 275 | 12 | 1,452 | |
| 1H 2020 | ||||||||||
| Reported amounts (A) | 754 | 131 | 47 | -15 | 45 | -55 | 205 | - | 1,112 | |
| Adjustments for non like for-like items |
||||||||||
| Change in scope of consolidation and other minor changes |
(1) | 24 | 25 | 1 | 50 | |||||
| Impact connected with collapse of a section of the Polcevera road bridge |
(3) | -2 | -110 | -112 | ||||||
| Sub-total (B) | 24 | - | - | - | - | 23 | -109 | - | -62 | |
| Like-for-like amounts (C) = (A)-(B) |
730 | 131 | 47 | -15 | 45 | -78 | 314 | - | 1,174 | |
| Like-for-like change | 235 | 48 | -68 | 31 | -4 | 63 | -39 | 12 | 278 |
Notes:
(1) for the first half of 2021, the contributions from the group of Mexican operators, RCO, acquired in the first half of 2020, and ERC, acquired at the end of December 2020; for the first half of 2020, the contributions of Centrovias, the Brazilian operator whose concession expired
% like-for-like change 32% 37% n.s. n.s. -9% -81% -12% n/s 24%
in May 2020, RCO and Electronic Transaction Consultants, sold in July 2020; (2) the difference between foreign currency amounts for the first half of 2021 for companies with functional currencies other than the euro, translated at average exchange rates for the first half of 2021 and the matching amounts translated using average exchange rates for the first half of 2020, and the impact of application of IAS 29 – Financial Reporting in Hyperinflationary Economies in response to inflation in Argentina;
(3) for both comparative periods, the reduction in expenses resulting from the collapse of a section of the Polcevera road bridge.
Net financial debt is presented below as a concise indicator of the financial structure and is based on the sum of the nominal redemption value of bond issues, medium/long-term and short-term borrowings, including bank overdrafts repayable on demand, after deducting cash.
The statement has been prepared to enable readers to assess the Group's financial structure, distinguishing between financial liabilities in the form of bank borrowings, and thus in the form of borrowing in the financial market in general, from other types of financial asset and liability.
| €m | 30 June 2021 | 31 December 2020 |
Increase/ (decrease) |
|---|---|---|---|
| Bond issues (nominal value) | 23,921 | 28,616 | -4,695 |
| Bank borrowings (nominal value) | 10,322 | 15,400 | -5,078 |
| Non-current debt, gross (A) | 34,243 | 44,016 | -9,773 |
| Bond issues (nominal value) | 1,614 | 3,110 | -1,496 |
| Bank borrowings (nominal value) | 840 | 2,713 | -1,873 |
| Short-term borrowings and bank overdrafts repayable on demand | - | 416 | -416 |
| Gross debt related to assets held for sale and discontinued operations | 10,887 | - | 10,887 |
| Current debt, gross (B) | 13,341 | 6,239 | 7,102 |
| Cash and cash equivalent related to assets held for sale and discontinued operations (C) | -1,376 | - | -1,376 |
| Cash and cash equivalent (D) | -6,120 | -8,385 | 2,265 |
| Net financial debt (E=A+B+C+D) | 40,088 | 41,870 | -1,782 |
| Amortised cost and fair value of financial liabilities included in gross debt (F) | 224 | 184 | 40 |
| Other current and non-current financial liabilities (G) (1) | 1,172 | 1,667 | -495 |
| Other borrowings (H) (2) | 188 | 376 | -188 |
| Derivative liabilities (L) (3) | 584 | 1,202 | -618 |
| Derivative assets (M) (3) | -47 | -431 | 384 |
| Financial assets deriving from concession rights and other current and non-current financial assets (N)(4) |
-4,980 | -5,584 | 604 |
| Other components of net debt related to assets held for sale and discontinued operations (O) |
-297 | -8 | -289 |
| Net debt (P=E+F+G+H+I+L+M+N+O) | 36,932 | 39,276 | -2,344 |
(1) Includes other medium/long-term and short-term financial liabilities, as reported in note 7.15 in the "Condensed interim consolidated financial statements as at and for the six months ended 30 June 2021".
(2) Includes "Other borrowings ", as reported in note 7.15 in the "Condensed interim consolidated financial statements as at and for the six months ended 30 June 2021".
(3) Derivative assets and liabilities as reported in the respective line items in the statement of financial position. Further details on the composition of derivatives are provided in note 9.2 in the "Condensed interim consolidated financial statements as at and for the six months ended 30 June 2021".
(4) Includes the line items "Non-current financial assets " and "Current financial assets" net of the line item "Non-current derivative assets". This item essentially includes financial assets deriving from concession rights (€3,236 million as at 30 June 2021) regarding the concessions held by the Group in Spain, Chile and Argentina. The other financial assets included in this item primarily regard term deposits and government grants to fund construction work.
This section provides the additional disclosures required by the CONSOB pursuant to art. 114 of Legislative Decree 58/1998 (the "CFA").
The following tables show the Parent's and the Group's net debt or net funds as at 30 June 2021 and 31 December 2020, as required by CONSOB Warning Notice 5/21, presented in accordance with the "Guidelines for disclosure requirements under EU Regulation 2017/1129 (the "Prospectus Regulation")" published by ESMA. With effect from 5 May 2021, the above guidelines have revised the previous CESR Recommendation (including the references in the CONSOB Ruling DEM/6064293 of 28 July 2006 regarding net debt).
| €m | 30 June 2021 | 31 December 2020 restated |
Increase/ (decrease) |
|---|---|---|---|
| Cash | 293 | 1,686 | -1,393 |
| Cash equivalents | 436 | 575 | -139 |
| Derivative assets | 1 | 1 | 0 |
| Cash and cash equivalent (A) | 730 | 2,262 | -1,532 |
| Current portion of medium/long-term financial liabilities | 39 | 204 | -165 |
| Current financial liabilities (B) | 39 | 204 | -165 |
| Current net funds (C=A-B) | 691 | 2,058 | -1,367 |
| Non-current borrowings | 915 | 5,439 | -4,524 |
| Bond issues | 2,726 | 1,738 | 988 |
| Non-current financial liabilities (D) | 3,641 | 7,177 | -3,536 |
| Net debt as defined by ESMA guidelines (E=D-C) | 2,950 | 5,119 | -2,169 |
| Current financial assets net of derivatives (F) | 147 | 6 | 141 |
| Non-current financial assets (G) | 214 | 678 | -464 |
| Net debt (H=E-F-G) | 2,589 | 4,435 | -1,846 |
As at 30 June 2021, Atlantia SpA has net debt of €2,589 million, down €1,846 million compared with 31 December 2020 (€4,435 million).
Non-current financial liabilities of €3,641 million as at 30 June 2021 are down €3,536 million compared with 31 December 2020 (€7,177 million). This essentially reflects a combination of the issue, in January 2021, of bonds worth €1,000 million maturing in 2028, voluntary early repayment of medium/long-term borrowings totalling €3,750 million, including €2,500 million of Term Loans (the remaining debt as at 30 June 2021 amounts to €750 million, falling due in September 2023) and
€1,250 million of the revolving credit facility falling due in July 2023 (fully available as at 30 June 2021), and early repayment in full of the Collar Financing, amounting to €752 million.
Current net funds of €691 million as at 30 June 2021 are down €1,367 million compared with 31 December 2020 (€2,058 million). This essentially reflects the above repayments of long-term borrowings (€3,750 million) and the partial unwinding of Forward-Starting Interest Rate Swaps (with fair value losses of €148 million settled with the counterparty), partially offset by the proceeds from the above bond issue worth €1,000 million, the proceeds from the sale of a 49% stake in Telepass (€1,056 million), the collection of dividends from investees (€371 million) and partial repayment of the loan granted to the subsidiary, Autostrade dell'Atlantico (€29 million).
| €m | 30 June 2021 | 31 December 2020 restated |
Increase/ (decrease) |
|---|---|---|---|
| Cash | 4,367 | 6,633 | -2,266 |
| Cash equivalents | 1,753 | 1,752 | 1 |
| Current derivative assets net of net investment hedges | 19 | 46 | -27 |
| Cash related to assets held for sale and discontinued operations | 1,376 | - | 1,376 |
| Cash and cash equivalent (A) | 7,515 | 8,431 | -916 |
| Current borrowings | 114 | 560 | -446 |
| Current portion of medium/long-term financial liabilities | 2,914 | 6,819 | -3,905 |
| Financial liabilities related to assets held for sale and discontinued operations | 11,449 | - | 11,449 |
| Current financial liabilities (B) | 14,477 | 7,379 | 7,098 |
| Current net (debt)/funds (C=A-B) | -6,962 | 1,052 | -8,014 |
| Non-current borrowings | 11,928 | 17,670 | -5,742 |
| Bond issues | 23,831 | 28,454 | -4,623 |
| Non-current financial liabilities (D) | 35,759 | 46,124 | -10,365 |
| Net debt as defined by ESMA guidelines (E=D-C) | 42,721 | 45,072 | -2,351 |
| of which net debt as defined by ESMA guidelines related to assets held for sale and discontinued operations |
10,073 | - | 10,073 |
| Current financial assets net of derivatives (F) | 706 | 1,151 | -445 |
| Non-current financial assets (G) | 4,267 | 4,749 | -482 |
| Financial assets related to assets held for sale and discontinued operations (H) | 859 | 8 | 851 |
| Current net investment hedges (I) | 36 | 70 | -34 |
| Derivative liabilities hedging assets/liabilities not included in net debt as defined by ESMA guidelines (L) |
79 | 182 | -103 |
| Net debt (M=E-F-G-H-I+L) | 36,932 | 39,276 | -2,344 |
As at 30 June 2021, the Atlantia Group has net debt of €36,932 million, down €2,344 million compared with 31 December 2020 (€39,276 million).
Non-current financial liabilities of €35,759 million are down €10,365 million compared with 31 December 2020 (€46,124 million). This primarily reflects the reclassification of financial liabilities attributable to the ASPI group to current financial liabilities related to discontinued operations (€8,201 million), voluntary early repayment of medium/long-term borrowings by Atlantia (€4,502 million), Abertis (€750 million) and Aeroporti di Roma (€200 million), and the reclassification to short-term of portions of borrowings and bond issues falling due in the next 12 months (approximately €700 million).
These movements were partially offset by bond issues carried out by Atlantia (€1,000 million), Autostrade per l'Italia (€1,000 million), HIT (€600 million), Aeroporti di Roma (€500 million) and Nascente das Gerais (€62 million), the new bank loan obtained by Abertis Infraestructuras, totalling €500 million, and an improvement in the exchange rates for South American currencies (€263 million).
Current net debt of €6,962 million marks a difference of €8,014 million compared with net funds of €1,052 million as at 31 December 2020. This primarily reflects the above reclassification of amounts attributable to the ASPI group (€8,201 million), early repayments of medium/long-term borrowings (totalling €5,452 million) and the reclassification to short-term of portions of borrowings and bond issues falling due in the next 12 months (approximately €700 million). These movements were partially offset by the proceeds from the sale of a 49% stake in Telepass (€1,056 million), issue of the second tranche of hybrid bonds by Abertis Infraestructuras Finance (€734 million net of issue costs), bond issues and new medium/long-term borrowings, totalling €3,662 million, and operating cash flow after capital expenditure during the period (€592 million).
b) Past due payables of the Parent and the Group it controls by category (financial, trade, tax, social security, due to employees) and the related actions taken by creditors (reminders, injunctions, suspensions of supply, etc.)
A summary of Atlantia SpA's payables as at 30 June 2021 is provided below by category, showing past due amounts.
| €m | 30 June 2021 | of which past due |
|---|---|---|
| Financial liabilities | 3,681 | - |
| Trading liabilities | 16 | - |
| Tax liabilities | 33 | - |
| Amounts payable to staff | 22 | - |
| Social security contributions payable | 2 | - |
| Other liabilities | 6 | 3 |
| Total liabilities | 3,760 | 3 |
As at 30 June 2021, Atlantia SpA does not report any past due payables as a result of insufficient financial resources or action taken by creditors involving material amounts or items deemed critical with regard to the Parent's operations.
A summary of the Group's payables as at 30 June 2021 is provided below by category, showing past due amounts.
| €m | 30 June 2021 | of which past due |
|---|---|---|
| Financial liabilities | 50,314 | - |
| Trading liabilities | 2,101 | 215 |
| Tax liabilities | 169 | - |
| Amounts payable to staff | 143 | - |
| Social security contributions payable | 67 | - |
| Other liabilities | 1,236 | 8 |
| Total liabilities | 54,030 | 223 |
The Group's past due payables as at 30 June 2021 primarily regard trade payables for the most part reflecting non-payment within the usual contractual or commercial terms of payment, disputes over the services received, suppliers involved in insolvency proceedings awaiting settlement, the seizure of amounts due to suppliers and amounts to be offset against receivables due from the same party. None of the items is past due as a result of insufficient financial resources on the part of the Group.
No action has been taken by the creditors of the Atlantia Group as at 30 June 2021 involving material amounts or items deemed critical with regard to the operations of Group companies.
With regard to the main changes in related party transactions during the six months ended 30 June 2021, Atlantia SpA collected partial repayment (€29 million) of the loan (classified in non-current financial assets) granted to Autostrade dell'Atlantico (maturing in 2022) and agreed a term deposit with Telepass (€120 million).
In the Atlantia Group's case, compared with 31 December 2020, the Group has collected tax credits from Sintonia, relating to tax rebates claimed by Schemaventotto in prior years in respect of income taxes paid during the period in which this company headed the Group's tax consolidation arrangement. There has also been an increase of €10 million in trading assets due from Autogrill, which now total €31 million (€21 million as at 31 December 2020).
d) Any breaches of covenants, negative pledge provisions or any other provisions attaching to the Group's borrowings, resulting in restrictions on the use of cash, with an up-to-date indication of the degree to which the provisions have been complied with
With respect to compliance with covenants, negative pledge provisions and other provisions involving restrictions on the use of cash by Group companies, following the downgrade of its ratings to below investment grade by two out of three rating agencies on 8 January 2020, a number of loan agreements entered into by Autostrade per l'Italia SpA with the European Investment Bank ("EIB") and CDP may trigger requests for early repayment. At the date of preparation of this document, neither the EIB or CDP have requested the enforcement of any contractual rights and/or remedies.
Furthermore, with regard to two existing committed lines of credit amounting to €1.3 billion obtained by Autostrade per l'Italia from CDP, following a request to drawn down €200 million of the Revolving Credit Facility, talks are continuing with the aim of assessing whether or not the suspensive conditions that would permit disbursement have been met.
Finally, as a result of the negative impact of Covid-19 on the operating results and financial position of Group companies, a number of them (Atlantia, Autostrade per l'Italia, Aeroporti di Roma, Aéroports de la Côte D'Azur, A4 Holding and Nascentes das Gerais) have, on a preventive, precautionary basis, agreed covenant holidays with their lenders at the measurement date of 31 December 2020 and, where suitable, for subsequent measurement dates. During the second quarter of 2021, Aeroporti di Roma was granted an extension of its covenant holidays through to the measurement date of 31 December 2021 included (for the EIB and CDP loans) and through to the measurement date of 30 June 2022 included (for its other bank borrowings).
Group companies will monitor the level of traffic and the implementation of mitigating actions in the second half, where necessary entering into dialogue with their lenders in order to negotiate further covenant holidays.
The "Outlook" reports on the sensitivity analysis conducted in order to assess the potential impact on revenue and operating cash flow in 2021.
On 3 and 5 May, Atlantia received two notices of claim, one from Appia Investments Srl ("Appia") and another from Silk Road Fund (Autostrade per l'Italia's non-controlling shareholders who hold a total 11.94% interest in the company). The claims allege breaches of the representations and undertakings given at the time of Atlantia's sale of a 11.94% stake in Autostrade per l'Italia in accordance with the respective share purchase agreements (SPAs) signed by the parties in May 2017. In the notices of claim, Appia and Silk Road Fund stress that they are not, at this time, able to quantify the size of their claims. However, the above SPAs put a limit of 15% of the purchase price paid for the respective interests, in the absence of wilful misconduct or gross negligence. The SPAs require the parties to attempt to reach an amicable settlement, a process that has already begun, within the deadline established in the agreements. Having failed to reach an amicable settlement within the above deadline, Appia and Silk Road Fund may resort to arbitration.
Atlantia promptly replied to the notices of claim, contesting the content of the notices and noting the vagueness of the claims, which do not specify either the nature or the amount of the losses forming the basis of the claims. According to the Parent's legal advisors: (i) the claims refer to events occurring after closing; (ii) the claims do not comply with the procedures agreed on in the SPAs for filing notices of claim; (iii) it is, at least at this time, doubtful that the events referred to in the notices could constitute a breach of any representations and undertakings given by Atlantia. In any event, a full assessment of whether or not the events referred to in the notices of claim constitute a breach of any representations and undertakings may
only be conducted once an in-depth factual, technical and legal analysis of the notices has taken place. Given this, considering the very preliminary nature of the dispute, it has not so far been possible to estimate the outcome of or quantify the claims and, as a result, no provision has been made in the condensed interim consolidated financial statements.
Acesa has filed a complaint against the Grantor in relation to the failure to acknowledge the compensation payable under the agreement of 2006 between the Spanish Government and the company (approved with Royal Decree 457/2006) and the subject of litigation in 2015 in order to obtain a court ruling on the correct method for calculating such compensation.
The agreement calls for, among other things, compensation for investment in certain sections of the AP-7 motorway, and for possible negative impacts on traffic deriving from the construction of second lanes on parallel roads (N-II and CN).
Following the legal proceedings, on 5 June 2019, Acesa received notice of the Supreme Court judgement, which – without taking a position with regard to the amount of or the method of calculating the compensation - has established that the amount due may only be determined by the parties on expiry of the concession on 31 August 2021.
The compensation linked to investment in the construction of additional lanes on the AP-7 motorway, amounting to approximately €1,043 million as at 30 June 2021, has been recognised in the financial statements and recently included in the 2022 Budget Law, whilst the amount receivable in relation to the loss of traffic, amounting to approximately €3.0 billion, is not accounted for in the financial statements (having been previously recognised and written off from 2016).
In 2010, Invicat (the "Operator") and the Generalitat de Catalunya (the "Grantor") agreed on certain capital expenditure projects amounting to approximately €96 million, relating to a section of the C-32 motorway.
In addition to compensation covering the projects provided for and other works, the parties have agreed on guarantee compensation that takes into account the impact of the works on traffic, to be measured based on the difference (positive or negative) between EBITDA based on actual figures and that based on an agreed target volume of traffic, to be calculated after the end of the concession (August 2021).
Periodic differences with respect to the target are capitalised up until August 2021 at a rate of 6.5%. The cash settlement must take place no later than 6 months after the end of the concession.
The agreement was revised in 2015, with a new agreement detailing investment commitments for the Blanes-Lloret section (approximately €65 million out of the total €96 million). Out of the remaining amount of €31 million provided for under the original agreement, the Operator has carried out works with a final value of €23 million.
The revision of 2015 expressly ratified the compensation mechanism and method of calculation for works carried out or to be carried out by the Operator during the concession term.
The Grantor has recently audited Invicat's 2020 annual accounts and, unlike previous years, has raised a number of objections regarding calculation of the compensation. However, these objections are still without any legal effect. While there is a risk that a dispute over the amount of the compensation may give rise to litigation between the Grantor and the Operator, no litigation has so far resulted from the audit. As at 30 June 2021, the company has accrued receivables of approximately €262 million. No provision has so far been made in the accounts in relation to this risk, given the absence of litigation and the company's assessment of its rights under the agreements entered into.
On 8 July, Atlantia's Board of Directors decided not to exercise the co-investment right resulting from the agreement entered into with Edizione Srl and its subsidiaries, Sintonia and ConnecT, on 24 July 2018, and subsequently amended on 16 July 2020. The agreement granted the Parent the option of exercising its right to acquire a 3.4% interest in Cellnex Telecom by no later than 12 July 2021.
Atlantia retains, through to 12 July 2025, (i) the right of first offer and right to match on a 5.7% stake in Cellnex and (ii) the right to match on options (not exercised by ConnecT Due) resulting from any future rights issues carried out by Cellnex.
In July, it was announced that Atlantia's shares would continue to be included in the FTSE4GOOD index, which measures companies' ESG (environmental, social and governance) performances, ranking in the top quartile for our sector.
Following a specific request from AISCAT, the Ministry of Infrastructure and Sustainable Mobility has requested the Transport Regulator to devise a clear, consistent scheme to be applied to all motorway operators in order to quantify how much financial aid is due to each operator to mitigate losses incurred as a result of the health emergency caused by Covid-19.
In the first half of 2021, Atlantia began the process of alignment with the new Corporate Governance Code promoted by Borsa Italiana SpA (the "Corporate Governance Code") and adopted by the Parent.
This process forms part of the plan to simplify, strengthen and generally improve the corporate governance system embarked on by the Parent in 2020 and reported on in the subsidiaries "Annual Report on corporate governance and ownership structures".
Key events regarding governance following publication of the Integrated Annual Report are summarized below.
The extraordinary session of the Annual General Meeting held on 28 April 2021 approved, with the favourable vote of over 99% of those in attendance, a number of amendments to the Articles of Association proposed by the Board of Directors. The amendments aimed to further improve the Company's corporate governance standards and regarded:
On 10 June 2021, the Board of Directors conducted its annual assessment of Directors' satisfaction of the independence requirements provided for in art. 148, paragraph 3 of the CFA (as referred to in art. 147-ter, paragraph 4 of the CFA) and Recommendation 7 in the Corporate Governance Code. In accordance with the Corporate Governance Code, the assessment was conducted on the basis of the qualitative and quantitative criteria established by the Board of Directors in its Terms of Reference (art. 5). The Board of Statutory Auditors verified correct application of the assessment criteria used and the procedures carried out. At the same time, the Board of Directors also conducted its annual assessment, required by its Terms of Reference, of the integrity of its members.
To coincide with the re-appointment of the Supervisory Board, which took effect from 1 July 2021, the Board's composition was aligned with the recommendations contained in the Corporate Governance Code (article 6, Recommendation 33.e). This was done to ensure greater coordination of the various parties involved in the internal control and risk management system. In compliance with the Corporate Governance Code, the new Board includes the General Counsel and a standing member of the Board of Statutory Auditors, whilst the role of coordinator continues to be assigned to an external member.
Atlantia's new Procedure for Related Party Transactions came into effect on 1 July 2021. The procedure has been revised to take into account the changes introduced by CONSOB Regulation 17221 of 12 March 2010, following the entry into force of Legislative Decree 49/2019. The latter has transposed EU Directive 2017/828 (the so-called Shareholders' Rights Directive II) into Italian law. At the same time, further changes were made to the procedure to keep pace with organisational changes within the Parent that had taken place in the meantime.
The Annual General Meeting held on 28 April 2021 approved, with a majority of 99.60% of the issued capital represented at the Meeting, the Share Grant Plan 2021- 2023 (the "Plan") concerning the award of Atlantia's ordinary shares free of charge. The Plan links management incentives to the creation of sustainable value and to the achievement of objectives relating to shareholder returns and to improvements in the Group's ESG (Environment, Social, Governance) performance. In implementation of the resolution, on 13 May 2021, the Board of Directors, having consulted with the Nominations, Remuneration and Human Capital Committee and the Board of Directors, approved the Plan terms and conditions and the procedures for its implementation.
The Annual General Meeting also approved Atlantia SpA's "Report on the Remuneration Policy for 2021 and on Remuneration Paid in 2020" with the favourable vote of 98.36% of the issued capital represented at the Meeting and voted in favour of the second section with the favourable vote of 73.73% of the issued capital represented at the Meeting. In implementation of the policy and principles set out in the above report, the Board of Directors has assigned MBO objectives to senior management and taken further steps to implement the policy.
Pursuant to CONSOB Ruling DEM/6064293 of 28 July 2006, there were no non-recurring, atypical or unusual transactions, either with third or related parties, in either of the comparative periods.
The international financial reporting standards (IFRS) endorsed by the European Commission and in effect as at 31 December 2020 were used in the preparation of the Atlantia Group's condensed interim consolidated financial statements as at and for the six months ended 30 June 2021.
Information on related party transactions of greater significance is provided in the information documents prepared in accordance with art. 5 of CONSOB Regulation 17221/2010, as amended, and that may be consulted on Atlantia's website at http://www.atlantia.it/it/corporate-governance/informazioni-regolamentate.html.
As at 30 June 2021, Atlantia SpA holds 6,959,693 treasury shares, equal to 0.84% of the issued capital and represented by no par shares (following the shareholder resolution of 30 October 2020). Atlantia does not own, either directly or indirectly through trust companies or proxies, shares or units issued by Parents. No transactions were carried out during the period involving shares or units issued by Parents.
During the period, no phantom share options awarded under share-based incentive plans for certain of the Group's managers were exercised and no phantom share grants awarded under the same plans were converted. On 28 April 2021, the Annual General Meeting of Atlantia's shareholders approved the new the "Share Grant Plan 2021-2023" concerning the award of Atlantia's ordinary shares held in treasury free of charge.
Atlantia does not operate branch offices. It has administrative offices at via Alberto Bergamini, 50 - 00159 Rome and Piazza Diaz, 2 -20123 Milan.
With reference to CONSOB Ruling 2423 of 1993, regarding criminal proceedings or judicial investigations, the Group is not involved in proceedings, other than those described in note 10.5 to the condensed interim consolidated financial statements, "Significant legal and regulatory aspects", that may result in charges or potential liabilities with an impact on the consolidated financial statements.
Since 2013, the Board of Directors has elected to apply the exemption provided for by article 70, paragraph 8 and article 71, paragraph 1-bis of the CONSOB Regulations for Issuers (Resolution 11971/99, as amended). The Parent therefore exercises the exemption from disclosure requirements provided for by Annex 3B of the above Regulations in respect of significant mergers, spin-offs, capital increases involving contributions in kind, acquisitions and disposals.
Related party disclosures are provided in the notes on "Related party transactions" in note 10.3 in the condensed interim consolidated financial statements.
92 Interim Report as at and for the six months ended 30 June 2021
FINANCIAL STATEMENTS
Reports 197
| €M | Note | 30 June 2021 | Of which related party transactions |
31 December 2020 (restated) (*) |
Of which related party transactions |
|---|---|---|---|---|---|
| ASSETS | |||||
| NON-CURRENT ASSETS | |||||
| Property, plant and equipment | 7.1 | 646 | 774 | ||
| Property, plant and equipment | 645 | 773 | |||
| Investment property | 1 | 1 | |||
| Intangible assets | 7.2 | 45,991 | 62,546 | ||
| Intangible assets deriving from concession rights | 37,117 | 49,266 | |||
| Goodwill | 8,429 | 12,797 | |||
| Other intangible assets | 445 | 483 | |||
| Investments | 7.3 | 2,132 | 2,841 | ||
| Investments accounted for at fair value | 797 | 1,442 | |||
| Investments accounted for using the equity method | 1,335 | 1,399 | |||
| Non-current financial assets | 7.4 | 4,267 | 4,749 | ||
| Non-current financial assets deriving from concession rights | 3,106 | 2,931 | |||
| Non-current financial assets deriving from government grants | 18 | 175 | |||
| Non-current term deposits | 196 | 249 | |||
| Non-current derivative assets | 47 | 431 | |||
| Other non-current financial assets | 900 | 1 | 963 | 19 | |
| Deferred tax assets | 7.5 | 595 | 2,469 | ||
| Other non-current assets | 7.6 | 13 | 38 | ||
| TOTAL NON-CURRENT ASSETS | 53,644 | 73,417 | |||
| CURRENT ASSETS | |||||
| Trading assets | 7.7 | 2,187 | 2,438 | ||
| Inventories | 24 | 114 | |||
| Contract assets | 4 | 48 | |||
| Trade receivables | 2,159 | 11 | 2,276 | 29 | |
| Cash and cash equivalents | 7.8 | 6,120 | 8,385 | ||
| Cash | 4,367 | 6,633 | |||
| Cash equivalents | 1,753 | 1,752 | |||
| Other current financial assets | 7.4 | 760 | 1,266 | ||
| Current financial assets deriving from concession rights | 130 | 553 | |||
| Current financial assets deriving from government grants | 9 | 58 | |||
| Current term deposits | 400 | 391 | |||
| Current portion of medium/long-term financial assets | 59 | 123 | |||
| Other current financial assets | 162 | 141 | |||
| Current tax assets | 7.9 | 276 | - | 404 | 8 |
| Other current assets | 7.10 | 629 | 668 | ||
| Assets held for sale and related to discontinued operations | 7.11 | 20,835 | 47 | 31 | - |
| TOTAL CURRENT ASSETS | 30,807 | 13,192 | |||
| TOTAL ASSETS | 84,451 | 86,609 |
(*) Comparative amounts have been restated, as indicated in note 6.2
| €M | Note | 30 June 2021 | Of which related party transactions |
31 December 2020 (restated) (*) |
Of which related party transactions |
|---|---|---|---|---|---|
| EQUITY AND LIABILITIES | |||||
| EQUITY | |||||
| Equity attributable to owners of the parent | 7,592 | 6,190 | |||
| Issued capital | 826 | 826 | |||
| Reserves and retained earnings | 6,882 | 6,691 | |||
| Treasury shares | -150 | -150 | |||
| Profit/(Loss) for the period | 34 | -1,177 | |||
| Equity attributable to non-controlling interests | 8,310 | 8,065 | |||
| Issued capital and reserves | 8,334 | 8,531 | |||
| Profit/(Loss) for the period net of interim dividends | -24 | -466 | |||
| TOTAL EQUITY | 7.12 | 15,902 | 14,255 | ||
| NON-CURRENT LIABILITIES | |||||
| Non-current portion of provisions for construction services required by contract |
7.13 | 359 | 2,161 | ||
| Non-current provisions | 7.14 | 1,515 | 2,850 | ||
| Non-current provisions for employee benefits | 131 | 219 | |||
| Non-current provisions for repair and replacement obligations | 634 | 1,775 | |||
| Non-current provisions for renewal of assets held under concession | 237 | 341 | |||
| Other non-current provisions for risks and charges | 513 | 515 | |||
| Non-current financial liabilities | 7.15 | 35,794 | 46,247 | ||
| Bond issues | 23,831 | 28,454 | |||
| Medium-long term borrowings | 10,662 | - | 15,915 | 8 | |
| Non-current derivative liabilities | 525 | 1,134 | |||
| Other non-current financial liabilities | 776 | 744 | |||
| Deferred tax liabilities | 7.5 | 6,119 | 6,357 | ||
| Other non-current liabilities | 7.16 | 264 | - | 298 | 2 |
| TOTAL NON-CURRENT LIABILITIES | 44,051 | 57,913 | |||
| CURRENT LIABILITIES | |||||
| Trading liabilities | 7.17 | 890 | 6 | 2,160 | 7 |
| Current portion of provisions for construction services required by contract |
7.13 | 52 | 816 | ||
| Current provisions | 7.14 | 421 | 2,962 | ||
| Current provisions for employee benefits | 68 | 98 | |||
| Current provisions for repair and replacement of motorway infrastructure |
227 | 995 | |||
| Current provisions for renewal of assets held under concession | 88 | 77 | |||
| Other current provisions | 38 | 1,792 | |||
| Current financial liabilities | 7.15 | 3,071 | 7,437 | ||
| Bank overdrafts repayable on demand | - | 67 | |||
| Short-term borrowings | - | 349 | |||
| Current derivative liabilities | 59 | 68 | |||
| Current portion of medium/long-term financial liabilities | 2,914 | 6,819 | |||
| Other current financial liabilities | 98 | 134 | |||
| Current tax liabilities | 7.9 | 108 | 89 | ||
| Other current liabilities | 7.18 | 810 | 6 | 977 | 11 |
| Liabilities related to assets held for sale and discontinued operations |
7.11 | 19,146 | 13 | - | - |
| TOTAL CURRENT LIABILITIES | 24,498 | 14,441 | |||
| TOTAL LIABILITIES | 68,549 | 72,354 | |||
| TOTAL EQUITY AND LIABILITIES | 84,451 | 86,609 |
(*) Comparative amounts have been restated, as indicated in note 6.2
| €M | Note | 1H 2021 | Of which related party transactions |
1H 2020 (restated) (*) |
Of which related party transactions |
|---|---|---|---|---|---|
| REVENUE | |||||
| Toll revenue | 8.1 | 2,267 | 1,804 | ||
| Aviation revenue | 8.2 | 82 | 138 | ||
| Revenue from construction services | 8.3 | 281 | 277 | ||
| Other revenue | 8.4 | 440 | 18 | 498 | 20 |
| TOTAL OPERATING REVENUE | 3,070 | 2,717 | |||
| COSTS | |||||
| Raw and consumable materials | 8.5 | -47 | -53 | ||
| Service costs | 8.6 | -746 | -710 | ||
| Gains/(losses) on sale elements of property, plant and equipment | 1 | - | |||
| Staff costs | 8.7 | -397 | -5 | -398 | -8 |
| Other costs | 8.8 | -186 | -186 | ||
| Concession fees | -39 | -38 | |||
| Lease expense | -11 | -13 | |||
| Other | -135 | -136 | |||
| Other capitalised costs | -1 | 1 | |||
| Operating change in provisions | 8.9 | -16 | -49 | ||
| (Provisions) Uses of provisions for repair and replacement of motorway infrastructure |
3 | -13 | |||
| (Provisions) Uses of provisions for renewal of assets held under concession | -2 | -23 | |||
| Provisions for risks and charges | -17 | -13 | |||
| Uses of provisions for construction services required by contract | 8.10 | 16 | 19 | ||
| Amortisation and depreciation | -1,598 | -1,456 | |||
| Depreciation on property, plant and equipment | 7.1 | -73 | -70 | ||
| Amortisation of intangible assets deriving from concession rights | 7.2 | -1,479 | -1,333 | ||
| Amortisation of other intangible assets | 7.2 | -46 | -53 | ||
| (Impairment losses) Reversals of impairment losses | 8.11 | -12 | -199 | ||
| TOTAL COSTS | -2,985 | -3,032 | |||
| OPERATING PROFIT/(LOSS) | 85 | -315 | |||
| Financial income | 413 | 550 | |||
| Financial income accounted for as an increase in financial assets deriving from concession rights and government grants |
120 | 129 | |||
| Dividends received from investees measured at fair value | 45 | 70 | |||
| Other financial income | 248 | 351 | |||
| Financial expenses | -818 | -969 | |||
| Financial expenses from discounting of provisions for construction services |
-10 | -14 | |||
| Other financial expenses | -808 | -955 | |||
| Foreign exchange gains/(losses) | -15 | 8 | |||
| FINANCIAL INCOME/(EXPENSES) | 8.12 | -420 | -411 | ||
| Share of profit/(loss) of investees accounted for using the equity method |
8.13 | 3 | -26 | ||
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | -332 | -752 | |||
| Income tax benefits/(expense) | 8.14 | 144 | 209 | ||
| Current tax expense | -131 | -48 | |||
| Differences on tax expense for previous years | 2 | 9 | |||
| Deferred tax income and expense | 273 | 248 | |||
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | -188 | -543 | |||
| Profit/(Loss) from discontinued operations | 8.15 | 202 | 17 | -511 | 2 |
| PROFIT/(LOSS) FOR THE PERIOD of which: |
14 | -1,054 | |||
| Profit/(Loss) for the period attributable to owners of the parent | 34 | -772 | |||
| Profit/(Loss) for the period attributable to non-controlling interests | -20 | -282 | |||
| €M | 1H 2021 | 1H 2020 (restated) (*) |
|||
| Basis earnings/loss) per share attributable to owners of the parent of which: |
8.16 | 0.04 | -0.95 | ||
| - continuing operations | -0.17 | -0.40 | |||
| - discontinued operations | 0.21 | -0.55 | |||
| Diluted earnings/(loss) per share attributable to owners of the parent of which: |
8.16 | 0.04 | -0.95 | ||
| - continuing operations | -0.17 | -0.40 | |||
| - discontinued operations | 0.21 | -0.55 | |||
(*) Comparative amounts have been reclassified and restated, as indicated in note 2.
| €M | 1H 2021 | 1H 2020 (restated) (*) |
|
|---|---|---|---|
| Profit/(Loss) for the period | (A) | 14 | -1,054 |
| Fair value gains/(losses) on cash flow hedges | 106 | -122 | |
| Fair value gains/(losses) on net investment hedges | -1 | 37 | |
| Gains/(Losses) from translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro |
260 | -829 | |
| Other comprehensive income from investments accounted for using the equity method | 27 | -40 | |
| Other changes in fair value | - | -1 | |
| Tax effect | -24 | 26 | |
| Other comprehensive income/(loss) for the period reclassifiable to profit or loss |
(B) | 368 | -929 |
| Gains/(Losses) from actuarial valuations of provisions for employee benefits | 1 | 2 | |
| Losses on fair value measurement of equity instruments | -183 | -586 | |
| Gains/(Losses) on fair value measurement of fair value hedges | 6 | 193 | |
| Tax effect | -8 | 4 | |
| Other comprehensive income/(loss) for the period not reclassifiable to profit or loss |
(C) | -184 | -387 |
| Reclassifications of other comprehensive income to profit or loss for the period | (D) | 86 | -16 |
| Tax effect of reclassifications of other comprehensive income to profit or loss for the period |
(E) | -26 | 10 |
| Total other comprehensive income/(loss) for the period | (F=B+C+D+E) | 244 | -1,322 |
| of which relating to discontinued operations | 28 | 21 | |
| Comprehensive income/(loss) for the period | (A+F) | 258 | -2,376 |
| Of which attributable to owners of the parent | 73 | -1,535 | |
| Of which attributable to non-controlling interests | 185 | -841 |
(*) Comparative amounts have been restated, as indicated in note 2.
| Equity attributable to owners of the parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Reserves and retained earnings | |||||||||||
| €M | Issued capital | Treasury shares | Cash flow hedge reserve |
Net investment hedge reserve |
denominated in functional currencies liabilities of consolidated companies Reserve for translation differences on translation of assets and other than the euro |
Reserve for gains/ (losses) on fair value measurement of equity instruments |
Other reserves and retained earnings |
Profit/ (loss) for the period | Total equity attributable to owners of the parent |
non-controlling interests Equity attributable to |
owners of the parent and to Total equity attributable to non-controlling interests |
| Balance as at 1 January 2020 | 826 | -166 | -436 | -28 | -572 | -489 | 8,137 | 136 | 7,408 | 7,495 | 14,903 |
| Comprehensive income/(loss) for the period |
- | - | -54 | 15 | -304 | -611 | 191 | -772 | -1,535 | -841 | -2,376 |
| Owner transactions and other changes |
|||||||||||
| Appropriation of profit/(loss) for previous year |
- | - | - | - | - | - | 136 | -136 | - | - | - |
| Dividends and distributions of reserves to non-controlling shareholders |
- | - | - | - | - | - | - | - | - | -242 | -242 |
| Monetary revaluation (IAS 29) | - | - | - | - | - | - | 4 | - | 4 | 17 | 21 |
| Changes in scope of consolidation | - | - | - | - | - | - | - | - | - | 1,003 | 1,003 |
| Reclassifications and other minor changes |
- | - | - | - | - | - | -19 | - | -19 | 19 | 0 |
| Balance as at 30 June 2020 (restated) (*) |
826 | -166 | -490 | -13 | -876 | -1,100 | 8,449 | -772 | 5,858 | 7,451 | 13,309 |
| Balance as at 31 December 2020 (restated) (**) |
826 | -150 | -417 | -10 | -814 | -1,055 | 8,987 | -1,177 | 6,190 | 8,065 | 14,255 |
| Comprehensive income/(loss) for the period |
- | - | 112 | -1 | 83 | -197 | 42 | 34 | 73 | 185 | 258 |
| Owner transactions and other changes |
|||||||||||
| Appropriation of profit/(loss) for previous year |
- | - | - | - | - | - | -1,177 | 1,177 | - | - | - |
| Dividends and distributions of reserves to non-controlling shareholders |
- | - | - | - | - | - | - | - | - | -392 | -392 |
| Equity instruments | - | - | - | - | - | - | 354 | - | 354 | 360 | 714 |
| Monetary revaluation (IAS 29) | - | - | - | - | - | - | 5 | - | 5 | 21 | 26 |
| Transaction with non-controlling shareholders involving sale of 49% of Telepass |
- | - | - | - | - | - | 973 | - | 973 | 71 | 1,044 |
| Reclassifications and other changes | - | - | 3 | - | - | 372 | -378 | - | -3 | - | -3 |
| Balance as at 30 June 2021 | 826 | -150 | -302 | -11 | -731 | -880 | 8,806 | 34 | 7,592 | 8,310 | 15,902 |
(*) Comparative amounts as at 30 June 2020 have been restated, as indicated in note 2.
(**) Comparative amounts as at 31 December 2020 have been restated, as indicated in note 6.2.
| €M | Note | 1H 2021 | Of which related party transactions |
1H 2020 (restated) (*) |
Of which related party transactions |
|---|---|---|---|---|---|
| Profit/(Loss) for the period | 14 | -1,054 | |||
| Adjusted by: | |||||
| Amortisation and depreciation | 1,904 | 1,789 | |||
| Operating change in provisions (**) | -212 | 558 | |||
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
8 | 23 | |||
| Impairment losses/(Reversals of impairment losses) on financial assets and investments accounted for at fair value |
8.12 | 22 | 195 | ||
| Dividends received and share of (profit) loss of investees accounted for using the equity method |
13 | 28 | |||
| Impairment losses/(Reversals of impairment losses) and adjustments of current and non-current assets |
12 | 200 | |||
| (Gains)/Losses on sale of investments and other non-current assets | -1 | -35 | |||
| Net change in deferred tax (assets/liabilities) through profit or loss | -243 | -440 | |||
| Other non-cash costs (income) | -98 | -152 | |||
| Change in trading assets and liabilities and other non-financial assets and liabilities |
-216 | 2 | -141 | 10 | |
| Net cash generated from/(used in) operating activities [a] | 9.1 | 1,203 | 971 | ||
| of which related to discontinued operations | 271 | -239 | |||
| Investment in assets held under concession | 7.2 | -650 | -525 | ||
| Purchase of property, plant and equipment | 7.1 | -92 | -59 | ||
| Purchase of other intangible assets | 7.2 | -85 | -49 | ||
| Government grants related to assets held under concession | 2 | 2 | |||
| Increase in financial assets deriving from concession rights (related to capital expenditure) |
45 | 54 | |||
| Purchase in investments | -15 | - | |||
| Investment in consolidated companies net of cash acquired | -4 | -1,199 | |||
| Proceeds from sale of property, plant and equipment, intangible assets and unconsolidated investments |
442 | 157 | |||
| Net change in other non-current assets | 23 | 30 | |||
| Net change in current and non-current financial assets | 215 | -303 | |||
| Net cash generated from/(used in) investing activities [b] | 9.1 | -119 | -1,892 | ||
| of which related to discontinued operations | -379 | -201 | |||
| Dividends paid and distribution of reserves and returns of capital to non-controlling shareholders |
7.12 | -386 | -236 | ||
| Transactions with non-controlling shareholders | 1,045 | - | |||
| Issue of equity instruments | 734 | - | |||
| Interest paid on equity instruments | -15 | - | |||
| Issuance of bonds | 7.15 | 3,287 | 2,138 | ||
| Increase in medium/long term borrowings (excluding lease liabilities) | 7.15 | 619 | 5,710 | ||
| Redemption of bonds | 7.15 | -1,173 | -1,688 | ||
| Repayments of medium/long term borrowings (excluding lease liabilities) | 7.15 | -5,791 | -5 | -1,746 | - |
| Repayments of lease liabilities | 7.15 | -19 | -17 | ||
| Net change in other current and non-current financial liabilities | -278 | 239 | |||
| Net cash generated from/(used in) financing activities [c] | 9.1 | -1,977 | 4,400 | ||
| of which related to discontinued operations | 21 | -19 | |||
| Net effect of foreign exchange rate movements on net cash and cash equivalents [d] |
32 | -69 | |||
| Increase/(Decrease) in cash and cash equivalents during period [a+b+c+d] |
-861 | 3,410 | |||
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 8,318 | 5,202 | |||
| NET CASH AND CASH EQUIVALENTS AT END OF PERIOD | 7,457 | 8,612 |
(*) Comparative amounts have been restated, as indicated in note 2.
(**) This item does not include uses of provisions for the renewal of assets held under concession and includes uses of provisions for risks and charges.
| €M | 1H 2021 | 1H 2020 |
|---|---|---|
| Income taxes paid/(refunded) | -115 | -410 |
| Interest and other financial income collected | 76 | 87 |
| Interest and other financial expenses paid | 890 | 904 |
| Dividends received | 12 | 70 |
| Foreign exchange gains collected | 12 | 12 |
| Foreign exchange losses incurred | 12 | 8 |
| €M | Note | 1H 2021 | 1H 2020 |
|---|---|---|---|
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 8,318 | 5,202 | |
| Cash and cash equivalents | 8,385 | 5,232 | |
| Bank overdrafts repayable on demand | -67 | -30 | |
| NET CASH AND CASH EQUIVALENTS AT END OF PERIOD | 7,457 | 8,612 | |
| Cash and cash equivalents | 7.8 | 6,120 | 8,646 |
| Bank overdrafts repayable on demand | 7.15 | - | -39 |
| Bank overdrafts repayable on demand related to assets held for sale and discontinued operations |
6.1 | -39 | - |
| Cash and cash equivalents related to assets held for sale and discontinued operations |
7.11 | 1,376 | 5 |
The core business of the Atlantia Group (the "Group") is the operation of motorways and airports and the provision of mobility and payment services.
The Parent is Atlantia SpA ("Atlantia" or the "Parent"), a holding company listed on the screen-based trading system (Mercato Telematico Azionario) operated by Borsa Italiana SpA and is, therefore, subject to the supervision by CONSOB (the Commissione Nazionale per le Società e la Borsa – Italy's Securities and Exchange Commission).
The Parent's registered office is in Rome, at Via Antonio Nibby, 20. The Parent does not have branch offices. The duration of the Parent is currently until 31 December 2050.
Atlantia is not subject to management and coordination by another entity: Sintonia SpA (hereinafter also the "significant shareholder" and in turn a subsidiary of Edizione Srl) is the shareholder that holds a relative majority of the issued capital of Atlantia.
These condensed interim consolidated financial statements as at and for the six months ended 30 June 2021 were approved by Atlantia's Board of Directors at their meeting held on 4 August 2021, which also authorised their publication, and have been reviewed by KPMG SpA.
These condensed interim consolidated financial statements as at and for the six months ended 30 June 2021 have been prepared on a going concern basis. This reflects the Board of Directors' updated assessment of the risk factors and uncertainties previously described in the consolidated financial statements as at and for the year ended 31 December 2020, taking into account the positive progress made with the signing of the agreement for the sale of the Parent's entire stake in Autostrade per l'Italia ("ASPI"), and the broad improvement in Atlantia's key financial indicators and in those of its principal investees in the first half of 2021. This particularly regards improvements in liquidity and financial market access at the subsidiary ASPI.
In this connection, the rating agencies have recently upgraded the ratings and outlook for Atlantia and its subsidiaries, including ASPI. Assessment of whether the going concern assumption is appropriate requires a judgement, at a certain time, of the future outcome of events or circumstances that are by nature uncertain. Whilst taking due account of all the available information at that time, this judgement is, therefore, susceptible to change as developments occur, should events that were reasonably foreseeable at the time of the assessment not occur, or should facts or circumstances arise that are incompatible with such events, and that are currently not known or, in any event, not reasonably estimable at the date of preparation of the condensed interim consolidated financial statements.
The condensed interim consolidated financial statements as at and for the six months ended 30 June 2021 have been prepared:
In compliance with IAS 1 – Presentation of Financial Statements, the condensed interim consolidated financial statements consist of the following consolidated accounts:
b) the income statement, in which costs are classified by nature of expense;
c) the statement of comprehensive income;
The same accounting policies were applied in preparation of the consolidated interim financial statements as those described in note 3, "Accounting standards and policies applied", in the consolidated financial statements as at and for the year ended 31 December 2020, to which reference should be made. Compared with the annual consolidated financial statements, the consolidated interim financial statements have been prepared in condensed form, as permitted by IAS 34. For a more complete description, these condensed interim consolidated financial statements should, therefore, be read in conjunction with the consolidated financial statements as at and for the year ended 31 December 2020. No new accounting standards or interpretations, nor amendments to existing standards or interpretations, with an impact on the consolidated financial statements have come into effect during the first half of 2021.
IFRS have been applied in accordance with the indications provided in the "Conceptual Framework for Financial Reporting", and no events have occurred that would require exemptions pursuant to paragraph 19 of IAS 1.
CONSOB Resolution 15519 of 27 July 2006 requires that, in addition to the specific requirements of IAS 1 and other IFRS, financial statements must, where material, include separate sub-items providing (i) disclosure of amounts deriving from related party transactions; and, with regard to the income statement, (ii) separate disclosure of income and expenses deriving from events and transactions that are non-recurring in nature, or transactions or events that do not occur on a frequent basis in the normal course of business.
In this regard, it should be noted that:
Finally, the notes have been supplemented, where relevant, with descriptions of the current and expected impact of the Covid-19 pandemic on the Group's statement of financial position, the operating performance and cash flows (note 8.17), as required by the ESMA Public Statement of 28 October 2020, and by Warning Notices 1/2021 and 4/2021 issued by CONSOB on 16 February and 15 March 2021, respectively.
All amounts are shown in millions of euros, unless otherwise stated. The euro is both the functional currency of the Parent and its principal subsidiaries and the presentation currency for these interim financial statements.
Each component of the consolidated financial statements is compared with the corresponding amount for the comparative reporting period. With regard to the impact of application of IFRS 5 to the ASPI group, it should be noted that:
With regard to completion of the identification and fair value measurement of the assets and liabilities resulting from the acquisition of Red de Carreteras de Occidente ("RCO") and Elizabeth River Crossings ("ERC"), the following should be noted:
The following table shows a reconciliation of the amounts previously published in the consolidated income statement included in the condensed interim consolidated financial statements as at and for the six months ended 30 June 2020 and those for the same period presented for comparative purposes in this document.
| €M | 1H 2020 (published) |
Impact of application of IFRS 5 |
Impact of PPA of RCO |
1H 2020 (restated) |
|---|---|---|---|---|
| REVENUE | ||||
| Toll revenue | 2,971 | -1,167 | - | 1,804 |
| Aviation revenue | 138 | - | - | 138 |
| Revenue from construction services | 344 | -67 | - | 277 |
| Other revenue | 605 | -107 | - | 498 |
| TOTAL OPERATING REVENUE | 4,058 | -1,341 | - | 2,717 |
| COSTS | ||||
| Raw and consumable materials | -162 | 109 | - | -53 |
| Service costs | -1,209 | 499 | - | -710 |
| Gains/(losses) on sale of elements of property, plant and equipment | 1 | -1 | - | - |
| Staff costs | -672 | 274 | - | -398 |
| Other costs | -349 | 163 | - | -186 |
| Concession fees | -188 | 150 | - | -38 |
| Lease expense | -15 | 2 | - | -13 |
| Other | -147 | 11 | - | -136 |
| Other capitalised costs | 1 | - | - | 1 |
| Operating change in provisions | -565 | 516 | - | -49 |
| (Provisions)/Uses of provisions for repair and replacement of motorway infrastructure |
-322 | 309 | - | -13 |
| (Provisions)/Uses of provisions for renewal of assets held under concession | -30 | 7 | - | -23 |
| Provisions for risks and charges | -213 | 200 | - | -13 |
| Use of provisions for construction services required by contract | 165 | -146 | - | 19 |
| Amortisation and depreciation | -1,789 | 333 | - | -1,456 |
| Depreciation of property, plant and equipment | -93 | 23 | - | -70 |
| Amortisation of intangible assets deriving from concession rights | -1,634 | 301 | - | -1,333 |
| Amortisation of other intangible assets | -62 | 9 | - | -53 |
| (Impairment losses)/Reversals of impairment losses | -200 | 1 | - | -199 |
| TOTAL COSTS | -4,780 | 1,748 | - | -3,032 |
| OPERATING PROFIT/(LOSS) | -722 | 407 | - | -315 |
| Financial income | 561 | -10 | -1 | 550 |
| Financial income accounted for as an increase in financial assets deriving from concession rights and government grants |
130 | - | -1 | 129 |
| Other financial income and dividends from investees measured at fair value | 431 | -10 | - | 421 |
| Financial expenses | -1,271 | 299 | 3 | -969 |
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-23 | 9 | - | -14 |
| Other financial expenses | -1,248 | 290 | 3 | -955 |
| Foreign exchange gains/(losses) | 8 | - | - | 8 |
| FINANCIAL INCOME/(EXPENSES) | -702 | 289 | 2 | -411 |
| Share of profit/(loss) of investees accounted for using the equity method | -28 | 2 | - | -26 |
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | -1,452 | 698 | 2 | -752 |
| Income tax benefits/(expense) | 395 | -186 | - | 209 |
| Current tax expense | -54 | 6 | - | -48 |
| Differences on tax expense for previous years | 9 | - | - | 9 |
| Deferred tax income and expense | 440 | -192 | - | 248 |
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | -1,057 | 512 | 2 | -543 |
| Profit/(Loss) from discontinued operations | 1 | -512 | - | -511 |
| PROFIT/(LOSS) FOR THE PERIOD | -1,056 | - | 2 | -1,054 |
| of which: | ||||
| Profit/(Loss) for the period attributable to owners of the parent | -772 | - | - | -772 |
| Profit/(Loss) for the period attributable to non-controlling interests | -284 | - | 2 | -282 |
As indicated above in note 2, the accounting standards and policies used in preparation of these condensed interim consolidated financial statements as at and for the six months ended 30 June 2021 are consistent with those applied in preparation of the consolidated financial statements as at and for the year ended 31 December 2020. Note 3 to the consolidated financial statements as at and for the year ended 31 December 2020, to which reference should be made, provides a detailed description of the accounting standards and policies applied.
As part of the process of reforming IBOR (Interbank Offered Rates), the document "Amendments to IFRS 9, IAS 39 and IFRS 17: Interest Rate Benchmark Reform – phase 2" came into effect from 1 January 2021. The amendments regard the measurement and definition of hedging relationships involving financial instruments subject to such rates:
In addition, the practical expedient (applicable to Covid-19-related relief reducing rentals falling due by 30 June 2021) introduced from 1 June 2020 by the document, "Amendment to IFRS 16 Leases Covid-19 - Related Rent Concessions", has been extended to 30 June 2022.
These changes have not had an impact on individual line items in the condensed interim consolidated financial statements.
Preparation of financial statements in compliance with IFRS involves the use of estimates and judgements, which are reflected in the measurement of the carrying amounts of assets and liabilities and in the disclosures provided in the notes to the financial statements, including contingent assets and liabilities at the end of the reporting period. The key estimates and judgements used by management in applying the accounting standards and policies giving rise to uncertainty regarding the estimates have not changed with respect to those applied in the preparation of the consolidated financial statements as at and for the year ended 31 December 2020, to which reference should be made.
The amounts subsequently recognised may, therefore, differ from these estimates. Moreover, these estimates and judgements are periodically reviewed and updated, and the resulting effects of each change immediately recognised in the consolidated financial statements.
As required by IAS 36, in preparing the condensed interim consolidated financial statements, property, plant and equipment, intangible assets and investments in associates and joint ventures are tested for impairment only where there are internal and external indications of a reduction in value. This process takes into account any evidence previously resulting from the impairment tests conducted during preparation of the annual financial statements for the previous year.
Finally, as required by Warning Notice 5 issued by CON-SOB on 29 April 2021, the result of application of the new method for measuring net debt in accordance with the "Guidelines for disclosure requirements under the Prospectus Regulation", published by ESMA on 4 March 2021, has been disclosed and the related reconciliation with the Group's net debt provided.
Essential information regarding the concessions held by Group companies is set out below, whilst details of events of a regulatory nature during the first half of the 2021 are provided in note 10.5.
| Motorways segment | |||||||
|---|---|---|---|---|---|---|---|
| Regulatory framework |
|||||||
| Km | Expiry date | Toll revenue 1H 2021 |
Tariffs | provisions Other |
Accounting model |
||
| Country | Operator Triangulo do Sol Auto-Estradas |
442 | 2021 | 38 | A | Intangible asset | |
| Rodovias das Colinas | 307 | 2028 | 40 | A | Intangible asset | ||
| Concessionaria da Rodovia MG050 | 372 | 2032 | 10 | A | Intangible asset | ||
| ViaPaulista S.A. | 721 | 2047 | 32 | A | Intangible asset | ||
| Concesionaria de Rodovias do Interior Paulista (Intervias) |
380 | 2028 | 33 | A | Intangible asset | ||
| Autopista Fluminense | 320 | 2033 | 17 | A | Intangible asset | ||
| Autopista Fernāo Dias | 570 | 2033 | 26 | A | Intangible asset | ||
| Autopista Régis Bittencourt | 390 | 2033 | 36 | A | Intangible asset | ||
| Autoèpista Litoral Sul | 406 | 2033 | 38 | A | Intangible asset | ||
| Autopista Planalto Sul | 413 | 2033 | 13 | A | Intangible asset | ||
| BRAZIL | 4,321 | 283 | |||||
| Société des Autoroutes du Nord-Est de la France, S.A (Sanef) |
1.396 | 2031 | 521 | B | Intangible asset | ||
| Sociétés des Autoroutes Paris Normandie, S.A. (Sapn) |
373 | 2033 | 179 | B | Intangible asset | ||
| FRANCE | 1,769 | 700 | |||||
| Autopistas Concesionaria Española (Acesa) | 479 | 2021 | 213 | B | Intangible asset | ||
| Infraestructuras Viàries de Catalunya (Invicat) | 66 | 2021 | 37 | B | Intangible asset | ||
| Autopistes de Catalunya (Aucat) | 47 | 2039 | 33 | B | Intangible asset | ||
| Iberbistas (Iberpistas-Castellana) | 120 | 2029 | 40 | B | Intangible asset | ||
| Autopistas de León (Aulesa) | 38 | 2055 | 3 | B | Intangible asset | ||
| Autopistas Vasco-Aragonesa (Avasa) | 294 | 2026 | 57 | B | Intangible asset | ||
| Túnels de Barcelona I Cadí concesionaria de la generalitat de Catalunya (Túnels) |
46 | 2037 | 21 | B | Intangible asset | ||
| Trados 45 | 15 | 2029 | 17 | B | I | Intangible asset | |
| SPAIN | 1,105 | 421 | |||||
| Sociedad Concesionaria de Los Lagos | 134 | 2023 | 12 | C | L | Mixed | |
| Sociedad Concesionaria Litoral Central | 81 | 2031 | 2 | B | L | Mixed | |
| Sociedad Concesionaria Vespucio Sur | 24 | 2032 | 45 | C | Mixed | ||
| Sociedad Concesionaria Costanera Norte | 43 | 2033 | 44 | C | L | Mixed | |
| Sociedad Concesionaria Autopista Nororiente | 21 | 2044 (1) | 3 | C | L | Mixed | |
| Sociedad Concesionaria AMB | 10 | 2025 (1) | 2 | C | Mixed | ||
| Sociedad Concesionaria Conexion Vial Ruta 78 - 68 |
9 | 2042 (1) | 0 | C | L | Financial asset | |
| Sociedad Concesionaria Americo Vespucio Oriente II |
5 | 2048 (1) | 0 | C | L | Financial asset | |
| Sociedad Concesionaria Autopista Central | 62 | 2032 | 94 | C | Intangible asset | ||
| Sociedad Concesionaria Rutas del Pacífico | 141 | 2025 (1) | 37 | C | Intangible asset | ||
| Sociedad Concesionaria del Elqui | 229 | 2022 | 8 | C | L | Mixed | |
| Sociedad Concesionaria Autopista los Libertadores |
116 | 2026 | 5 | C | L | Mixed | |
| Sociedad Concesionaria Autopista del Sol | 133 | 2021 | 32 | B | Intangible asset | ||
| Sociedad Concesionaria Autpista de los Andes | 92 | 2036 | 13 | C | Intangible asset | ||
| CHILE | 1,100 | 297 |
| Motorways segment | |||||||
|---|---|---|---|---|---|---|---|
| Regulatory framework |
|||||||
| Country | Operator | Km | Expiry date | Toll revenue 1H 2021 |
Tariffs | provisions Other |
Accounting model |
| Red de Carreteras de Occidente SAB de CV (RCO) |
664 | 2048 | 177 | C | Intangible asset | ||
| Concesionaria de Vías Irapuato Querétaro SA de CV (COVIQSA) |
93 | 2026 | 19 | B | I | Mixed | |
| Concesionaria Irapuato La Piedad SA de CV (CONIPSA) |
74 | 2025 | 1 | B | I | Mixed | |
| Concesionaria Tepic San Blas S de R.L. de CV (COTESA) |
31 | 2046 | 2 | C | Intangible asset | ||
| Autovías de Michoacan SA de CV (AUTOVIM) | 13 | 2039 | 0 | B | Intangible asset | ||
| MEXICO | 875 | 199 | |||||
| Autostrade Brescia - Padova | 236 | 2026 | 158 | D | M | Mixed | |
| ITALY | 236 | 158 | |||||
| Grupo Concesionario del Oeste (Gco) | 56 | 2030 | 19 | E | Financial asset | ||
| Autopistas del Sol (Ausol) | 119 | 2030 | 26 | E | Financial asset | ||
| ARGENTINA | 175 | 45 | |||||
| Jadcherla Espressways Private Limited (Jepl) | 58 | 2026 | 7 | B | Intangible asset | ||
| Trichy Tollway Private Limited (Ttpl) | 94 | 2026 | 8 | B | Intangible asset | ||
| INDIA | 152 | 15 | |||||
| Autopistas Metropolitanas de Puerto Rico (Metropistas) |
88 | 2061 | 63 | C | Intangible asset | ||
| Autopistas de Puerto Rico y Compania (APR) | 2 | 2044 | 10 | B | Intangible asset | ||
| PUERTO RICO | 90 | 73 | |||||
| POLAND | Stalexport Autostrada Malopolska | 61 | 2027 | 35 | F | Intangible asset | |
| USA | Elizabeth River Crossings | 12 | 2070 | 41 | G | Intangible asset | |
| Discontinued operations |
| Discontinued operations | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Autostrade per l'Italia | 2,855 | 2038 | (4) | H | Intangible asset | ||||
| Autostrade Meridionali | 51 | 2012 (2) |
(4) | H | M | Intangible asset | |||
| Raccordo Autostradale Valle d'Aosta | 32 | 2032 | (4) | H | Intangible asset | ||||
| Tangenziale di Napoli | 20 | 2037 | (4) | H | Intangible asset | ||||
| Società Autostrada Tirrenica | 55 | 2046 (2) |
(4) | H | Intangible asset | ||||
| Società Italiana per azioni Traforo del Monte Bianco |
6 | 2050 | (4) | H | Intangible asset | ||||
| DISCONTINUED OPERATIONS | 3,019 |
| Airports segment | ||||||
|---|---|---|---|---|---|---|
| Regulatory framework |
||||||
| Country | Airport Operator |
Expiry date | Aviation revenue 1H 2021 |
Tariffs | provisions Other |
Accounting model |
| ITALY | Aeroporti di Roma | 2046 | 50 | |||
| Leonardo da Vinci di Fiumicino | D | M, N | Intangible asset | |||
| "G.B. Pastine" di Ciampino | D | M, N | Intangible asset | |||
| FRANCE | Aéroport de la Côte d'Azur | 32 | ||||
| Aéroport Nice Côte d'Azur | 2044 | D | N | Intangible asset | ||
| Aéroport Cannes Mandelieu | 2044 | D | N | Intangible asset | ||
| Aéroport Golfe Saint-Tropez | n.a. | D | O | Intangible asset |
Notes on tariffs:
Notes on Other provisions:
The consolidation policies and methods used for the condensed interim consolidated financial statements as at and for the six months ended 30 June 2021 are consistent with those used in preparation of the consolidated financial statements as at and for the year ended 31 December 2020 and described in note 5 therein.
Subsidiaries are consolidated using the line-by-line method and are listed in Annex 1.
The scope of consolidation as at 30 June 2021 differs from the scope used as at 31 December 2020, following the transactions described below:
a) the acquisition, on 25 March 2021, of a 90% stake in Infomobility Srl, a company specialising in infomobility systems and hardware and software for the automotive sector, by Movyon (formerly Autostrade Tech) at a cost of €3 million;
b) Telepass's acquisition, on 1 April, of a 100% interest in Wise Emotion (a digital company that develops native mobile applications), whose merger with and into the acquirer was approved at the same time, at a cost of €1.5 million.
This transaction, recognised in the accounts in accordance with IFRS 3, has resulted in the recognition of goodwill, measured on a provisional basis, of €1 million.
The following companies have also been established: (i) Free To X, a wholly owned subsidiary of Autostrade per l'Italia; (ii) Abertis Gestión Viaria, a wholly owned subsidiary of Abertis Autopistas España; (iii) Emovis Operations Chile, a wholly owned subsidiary of Emovis; (iv) Hub & Park, a wholly owned subsidiary of Eurotoll, in turn a subsidiary of Abertis Mobility Services.
Finally, whilst not having an impact on the scope of consolidation, the following transactions regarding investments have also been carried out:
The exchange rates, shown below, used for the translation of reporting packages denominated in functional currencies other than the euro, were obtained from the Bank of Italy:
| 2021 | 2020 | ||||
|---|---|---|---|---|---|
| Currency | Spot exchange rate as at 30 June |
Average exchange rate 1H |
Spot exchange rate as at 30 June |
Average exchange rate 1H |
|
| Euro/Brazilian real | 5.905 | 6.490 | 6.374 | 5.410 | |
| Euro/Chilean peso | 866.750 | 868.020 | 872.520 | 895.570 | |
| Euro/Mexican peso | 23.578 | 24.327 | 24.416 | 25.3125(1) | |
| Euro/Argentine peso (2) | 113.644 | 113.644 | 103.249 | 78.786 | |
| Euro/US dollar | 1.188 | 1.205 | 1.227 | 1.102 | |
| Euro/Polish zloty | 4.520 | 4.537 | 4.560 | 4.412 | |
| Euro/Swiss franc | 1.098 | 1.095 | 1.080 | 1.064 | |
| Euro/Indian rupee | 88.324 | 88.413 | 89.661 | 81.705 | |
| Euro/Canadian dollar | 1.472 | 1.503 | 1.563 | 1.503 | |
| Euro/Colombian peso | 4,474.180 | 4,370.330 | 4,202.340 | 4,065.310 | |
| Euro/Hungarian forint | 351.680 | 357.880 | 363.890 | 345.261 | |
| Euro/Pound sterling | 0.858 | 0.868 | 0.899 | 0.875 | |
| Euro/Croatian kuna | 7.491 | 7.550 | 7.552 | 7.534 |
(1) Average exchange rate from the date of first-time consolidation of Red de Carreteras de Occidente (RCO).
(2) As required by IAS 21 and IAS 29 in relation to hyperinflationary economies, the spot exchange rate is used to translate both assets and liabilities and cash flows for the period denominated in Argentine peso.
The index used to rebase the Argentine peso in application of IAS 29 was the "Indice de precios al consumidor con cobertura nacional" consumer price index, equal to 25.11% in the first half of 2021 (42.8% in the first half of 2020).
On 12 June 2021, Atlantia signed an agreement with the Consortium consisting of CDP Equity, The Blackstone Group International Partners and Macquarie European Infrastructure Fund 6 for the sale of its 88.06% stake in Autostrade per l'Italia.
The agreement has set a price of €8,014 million, in addition to a ticking fee payable to Atlantia, equal to 2% of the price to be paid annually from 1 January 2021 through to the closing date, in addition to any compensation due for the loss of revenue caused by the impact of Covid should the relevant competent authorities pay ASPI compensation for economic losses incurred as a result of the impact on traffic of Covid-19 in the period between 1 July 2020 and the earlier of (i) 31 December 2021 and (ii) the closing date and the compensation incorporated into ASPI's tariffs by 1 January 2025. Atlantia's share of the compensation is equal to 44.03% of the amount received and is in any event capped at €264 million.
The agreement also provides for potential indemnities payable by Atlantia in relation to disputes involving ASPI (in addition to the provisions already made by the ASPI group). Such indemnities fall into two different categories:
With regard to point a), the share purchase agreement provides that:
The agreement is also subject to specific conditions precedent, including (i) effectiveness of the settlement agreement between ASPI and the Ministry of Transport (the "MIT"), of the Financial Plan and receipt of the necessary change of control consents; (ii) that the concessions held by ASPI and its subsidiaries remain fully valid; (iii) the receipt of antitrust clearance; (iv) the receipt of waivers from Autostrade per l'Italia's and Atlantia's lenders; (v) the receipt of confirmation from CONSOB that ASPI is not subject to public tender offer obligations with regard to Autostrade Meridionali following closing; (vi) the Government's decision not to exercise the special powers granted to it under the so-called "Golden Power" legislation or the absence of any actions by the authorities that could block the transaction or have a negative impact on ASPI and its subsidiaries.
The conditions precedent must be fulfilled by 31 March 2022 or by an alternative date to be agreed on by the parties, but in any event by no later than 30 June 2022.
Transaction closing must take place within the thirtieth working day following fulfilment of the last condition precedent. Closing may not, in any event, take place before 30 November 2021.
An assessment of pending litigation involving ASPI and covered by the indemnities provided for in the agreement is provided below in "Significant legal and regulatory aspects connected with the ASPI group".
As previously mentioned in note 2, as at 30 June 2021, the ASPI group's contribution to consolidated amounts is presented in "Discontinued operations" in accordance with IFRS 5. In addition to the parent, Autostrade per l'Italia, the ASPI group includes the subsidiaries, AD Moving, Raccordo Autostradale Valle d'Aosta, Giove Clear, Autostrade Meridionali, Essediesse, Tangenziale di Napoli, Movyon, Autostrade Tirrenica, Società Italiana per il Traforo Monte Bianco, Tecne, Pavimental, Pavimental Polska, Free To X and Infomobility. The reclassification reflects the following key considerations:
The ASPI group's assets and liabilities as at 30 June 2021 are classified in "Assets held for sale and discontinued operations" and in "Liabilities related to assets held for sale and discontinued operations", whilst the ASPI group's contribution to profit or loss for both the first half of 2021 and the comparative period of the first half of 2020 is presented in "Profit/(Loss) from discontinued operations".
The following approach has been adopted with regard to the presentation of intragroup transactions between continuing and discontinued operations:
a) individual line items in the income statement relating to continuing operations are presented without taking into account the elimination of intragroup transactions with the ASPI group, whilst revenue and costs attributable to discontinued operations also include the effects of consolidation adjustments of intragroup transactions with the ASPI group;
b) individual line items in the statement of financial position relating to continuing operations and discontinued operations are all presented after eliminating intragroup transactions with the ASPI group.
The following table shows the ASPI group's contribution to the net result for the first half of 2021, compared with the first half of 2020, and the values of the intragroup transactions eliminated.
| €M | 1H 2021 | 1H 2020 |
|---|---|---|
| REVENUE | ||
| Toll revenue | 1,442 | 1,167 |
| Revenue from construction services | 128 | 67 |
| Other revenue | 180 | 134 |
| TOTAL REVENUE FROM DISCONTINUED OPERATIONS ASPI GROUP | 1,750 | 1,368 |
| ELIMINATION OF TRANSACTIONS WITH CONTINUING OPERATIONS | -13 | -27 |
| TOTAL EXTERNAL REVENUE FROM DISCONTINUED OPERATIONS ASPI GROUP | 1,737 | 1,341 |
| COSTS | ||
| Cost of raw materials and external services | -818 | -641 |
| Staff costs | -350 | -274 |
| Other costs | -230 | -155 |
| Operating change in provisions | 232 | -516 |
| Use of provisions for construction services required by contract | 197 | 146 |
| Amortisation, depreciation and impairment losses | -308 | -335 |
| TOTAL COST OF DISCONTINUED OPERATIONS ASPI GROUP | -1,277 | -1,775 |
| ELIMINATION OF TRANSACTIONS WITH CONTINUING OPERATIONS | 13 | 27 |
| TOTAL EXTERNAL COST OF DISCONTINUED OPERATIONS ASPI GROUP | -1,264 | -1,748 |
| EXTERNAL OPERATING PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS ASPI GROUP | 473 | -407 |
| FINANCIAL INCOME DISCONTINUED OPERATIONS ASPI GROUP | 79 | 16 |
| ELIMINATION OF TRANSACTIONS WITH CONTINUING OPERATIONS | -2 | -6 |
| TOTAL EXTERNAL FINANCIAL INCOME DISCONTINUED OPERATIONS ASPI GROUP | 77 | 10 |
| FINANCIAL EXPENSES DISCONTINUED OPERATIONS ASPI GROUP | -250 | -305 |
| ELIMINATION OF TRANSACTIONS WITH CONTINUING OPERATIONS | 2 | 6 |
| TOTAL EXTERNAL FINANCIAL EXPENSES DISCONTINUED OPERATIONS ASPI GROUP | -248 | -299 |
| EXTERNAL FINANCIIAL INCOME/(EXPENSES) DISCONTINUED OPERATIONS ASPI GROUP | -171 | -289 |
| Losses of investees accounted for using the equity method | - | -2 |
| EXTERNAL PROFIT/(LOSS) BEFORE TAX FROM DISCONTINUED OPERATIONS ASPI GROUP | 302 | -698 |
| Tax benefits/(expense) | -100 | 186 |
| PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS | 202 | -512 |
Profit from discontinued operations in the first half of 2021 amounts to €202 million. In accordance with the requirements of IFRS 5, amortisation and depreciation of property plant and equipment and intangible assets has ceased since 12 June, the date on which the agreement was signed. This is why the figure is lower than in the previous half year.
The following table shows the ASPI group's assets and liabilities reclassified to assets and liabilities related to discontinued operations as at 30 June 2021, and a summary of cash flows for the first half of 2021, compared with the same period of 2020.
| €M | 30 June 2021 |
|---|---|
| Non-financial assets held for sale – non-current assets | 17,717 |
| Property, plant and equipment | 154 |
| Intangible assets | 15,637 |
| Investments | 71 |
| Deferred tax assets | 1,853 |
| Other non-current assets | 2 |
| Non-financial assets held for sale – current assets | 807 |
| Trading assets | 662 |
| Current tax assets | 36 |
| Other current assets | 109 |
| Financial assets held for sale – non-current assets | 357 |
| Non-current financial assets | 357 |
| Financial assets held for sale – current assets | 1,853 |
| Cash and cash equivalents | 1,376 |
| Other current financial assets | 477 |
| TOTAL ASSETS DISCONTINUED OPERATIONS | 20,734 |
| Non-financial liabilities held for sale – non-current liabilities | 3,032 |
| Non-current provisions | 1,268 |
| Non-current provisions for construction services required by contract | 1,680 |
| Deferred tax liabilities | 57 |
| Other non-current liabilities | 27 |
| Non-financial liabilities held for sale – current liabilities | 4,658 |
| Current provisions | 2,370 |
| Current provisions for construction services required by contract | 673 |
| Trading liabilities | 1,206 |
| Current tax liabilities | 66 |
| Other current liabilities | 343 |
| Financial liabilities held for sale – non-current liabilities | 8,198 |
| Non-current financial liabilities | 8,198 |
| Financial liabilities held for sale – current liabilities | 3,248 |
| Bank overdrafts repayable on demand | 39 |
| Other current financial liabilities | 3,209 |
| TOTAL LIABILITIES RELATED TO DISCONTINUED OPERATIONS | 19,136 |
| €M | 1H 2021 | 1H 2020 |
|---|---|---|
| Net cash generated from/(used in) operating activities attributable to discontinued operations (A) | 271 | -239 |
| Net cash generated from/(used in) investing activities attributable to discontinued operations (B) | -379 | -201 |
| Net cash generated from/(used in) financing activities attributable to discontinued operations (C) | 21 | -19 |
| NET CASH FLOW FOR THE PERIOD FROM/(FOR) DISCONTINUED OPERATIONS (A+B+C) | -87 | -459 |
With regard to the borrowings from the European Investment Bank (EIB) and Cassa Depositi e Prestiti (CDP), included in financial liabilities at a nominal value of €1,528 million, the downgrade of ASPI's credit rating to below investment grade exposes the company to the risk that the EIB and, in relation to its share of the debt, CDP may request additional protections and, were such protections not judged to be reasonably satisfactory, could request early repayment of the existing debt (including €1,204 million guaranteed by Atlantia). To date, such protections have not been activated and, as a result, the assessment reported in note 9.2 to the consolidated financial statements as at and for the year ended 31 December 2020 continue to apply. Such an interpretation is also confirmed by the most recent developments described in this section.
Certain of the ASPI group's financial liabilities are partially or fully backed by financial guarantees, as follows:
The conditions precedent provided for in the agreement for Atlantia's sale of its 88.06% stake in Autostrade per l'Italia to the Consortium consisting of CDP Equity, Blackstone and MIRA include the release of both the above guarantees.
Finally, further details of the ASPI group's guarantees are provided in note 10.2.
As noted earlier, on 12 June 2021, Atlantia signed an agreement with the Consortium that will result in the sale of the Parent's entire investment in Autostrade per l'Italia (the "share purchase agreement" or "SPA").
Subsequently, Atlantia informed the Ministry of Infrastructure and Sustainable Mobility (the "MIMS") that it had signed the SPA and, on 14 July 2021, ASPI informed the Grantor that, unless otherwise informed by the latter, it would request clearance for the change of control that, together with effectiveness of the settlement agreement and the Financial Plan, forms one of the conditions precedent for the transaction.
On 15 July 2021, ASPI also submitted a draft of the III Addendum to the Single Concession Arrangement, together with the Financial Plan and the other annexes approved by the Parent's Board of Directors on 13 July 2021, to the Grantor. This was done in the belief that the MIMS would "as soon as possible, send the above documents to the Interministerial Committee for Economic Planning ("CIPE") for its assessment, thus formalising and rendering the documents effective, and resulting in an agreed settlement of the pending dispute".
On 21 July 2021, the Grantor informed the Parent that the documentation received "has been sent to the Attorney General's Office in order to obtain its opinion on the proposal for an agreed settlement of the dispute over alleged serious breaches formally initiated on 16 August 2018. Further developments will be communicated in due course". Copies of this note were also sent to the Cabinet Office and the Ministry for the Economy and Finance.
Information on the status of the main criminal and civil proceedings covered by indemnities ("Special Indemnities") provided by Atlantia under the terms of the SPA is provided below.
With regard to the collapse of a section of the Polcevera road bridge on the A10 Genoa-Ventimiglia motorway on 14 August 2018, the event has resulted in criminal action being brought before the Court of Genoa against 38 personnel, including executives and other people employed at the company's Rome headquarters and the relevant area office in Genoa at the time of the event.
On 22 April 2021, the Public Prosecutor's Office in Genoa notified the parties under investigation that the investigation had come to an end, together with all the documentation of the investigation conducted since the collapse of the road bridge.
On 20 July 2021, the judge appointed to preside at the preliminary hearing notified the parties of the indictments against ASPI pursuant to Legislative Decree 231/01, relating to "Culpable homicide or grievous or very grievous bodily harm resulting from breaches of occupational health and safety regulations". The company has also been indicted for false statements in a digital public document, in relation to the preparation of reports, in digital form, on surveillance of the Polcevera road bridge by the relevant technical units at SPEA. The judge also notified the date of the preliminary hearing. Of the 69 people initially under investigation (the total number, including people not belonging to ASPI), 10 have been set aside, including 8 people employed by ASPI.
The hearings are to be held between 15 October and 22 December 2021.
In addition, the tragic collapse of the Polcevera road bridge has also resulted in a number of civil claims for indirect damages against ASPI. Under the SPA, Atlantia has undertaken to provide special indemnities in relation to these claims.
On 10 December 2019, the Guardia di Finanza (Finance Police) of Genoa made several visits to the Genoa and Rome offices of ASPI and a number of Group companies, including Spea Engineering, in order to seize technical documents (i.e., designs, calculation reports, test certificates) and organisational documents (i.e., service orders and organisational arrangements in place since 2013) regarding the installation and maintenance of "Integautos" model noise barriers.
The investigation, which derives from two accidents that occurred on 6 November 2016 and 17 January 2017 due to the collapse of the aforementioned barriers positioned respectively on the Rio Rezza and Rio Castagna bridges on the A12, involves former managers and managers and employees with technical roles within ASPI.
The collapse of the SP10 flyover over the A14 at km 235+794 on 9 March 2017 resulted in the death of the driver and one passenger of a vehicle, and injuries to three workers from a Pavimental subcontractor, to whom Autostrade per l'Italia had previously allocated the works for widening the third lane along the A14 Bologna-Bari-Taranto in the Rimini North-Porto Sant'Elpidio section. Criminal proceedings have been brought regarding the offences of "accessory to culpable collapse" and "accessory to multiple negligent homicide". Moreover, Autostrade per l'Italia SpA is under investigation pursuant to art. 25-septies of Legislative Decree 231/2001 ("culpable homicide or grievous or very grievous bodily harm resulting from breaches of occupational health and safety regulations").
On 7 October 2019, the preliminary investigating magistrate dismissed the case for four of ASPI's managers.
The criminal proceedings under review thus continued against only three Autostrade per l'Italia employees and the company itself pursuant to Legislative Decree 231/2001.
At a preliminary hearing on 15 October 2020, the preliminary hearing judge, accepting the Public Prosecutor's request, indicted all the defendants, both natural and legal persons. The hearing to discuss the case has been scheduled for 21 September 2021.
The grounds for the Supreme Court ruling on the criminal case brought before the Court of Florence, regarding alleged violations of environmental laws during construction of the Variante di Valico, were published on 15 March 2021. The Court of Appeal in Florence must now examine all the technical evidence relating to the excavated materials obtained by ARPAT (the regional environmental protection agency) but not used during the trial at first instance. It should be noted that this evidence is not dissimilar, in terms of technical and scientific content, from the conclusions reached following ARPAT's inspection of the same materials, and included in the evidence used during the previous trial and on the basis of which the Court at first instance decided to acquit the accused, as there was no case to answer given that the law had not been breached.
The Court of Appeal must also carry out an examination of the use made by ASPI of the soil and rocks from excavation work and the related by-products to ensure compliance with the consents obtained, and the absence of any potential contamination or environmental damage.
The appeal against judgement 120/2019, filed by ASPI and Autostrade Tech at the Court of Appeal in Rome, was adjourned until 15 June 2021, when Mr Patanè filed a further action for fraud in relation to documents filed by ASPI and Autostrade Tech. Before admitting the action, the court must rule on the significance of the documents for the purposes of its decision.
The court has granted two deadlines for the submission of briefs, being 30 July and 20 September 2021, adjourning any discussion until the hearing to be held on 5 October 2021. The briefs may only regard the issue of admissibility of the action for fraud and the significance of the documents.
In the case brought by ASPI before the Court of Appeal in Rome, following Supreme Court judgement 21405/2019 that remitted the case to the Court of Appeal, on 13 April 2021, the court published judgement 2658. The court rejected outright the appeal brought by CRAFT against Court of Rome judgement 10887/2009, finding that the devices used by CRAFT and ASPI to record the average speeds of vehicles were different.
CRAFT has appealed this judgement before the Supreme Court and ASPI is preparing to appear before the court.
The court also ordered CRAFT to reimburse ASPI for all the legal expenses incurred at all the previous instances.
In view of the above events, the other provisions for risks and charges made represent the best estimate, based on the information currently available, of the risk of negative outcomes and of the potential expenses to be incurred in relation to the above litigation.
On 30 December 2020, the subsidiary, Abertis Infraestructuras, in partnership with Manulife Investment Management, completed the acquisition of 100% of ERC, the company that holds the concession for the Elizabeth River Crossings tunnel in Virginia, for a total consideration of approximately €1 billion.
Abertis Infraestructuras acquired 55.2% of ERC for a consideration of €584.8 million, whilst Manulife Investment Management acquired the remaining 44.8% of ERC.
In application of the acquisition method provided for in IFRS 3, the following table shows the final carrying amounts of the assets acquired and liabilities assumed, and the corresponding final identified fair values.
| €M | Carrying amount | Fair value adjustments |
Fair value |
|---|---|---|---|
| Concession rights and other intangible assets | 918 | 1,065 | 1,983 |
| Financial assets | 85 | - | 85 |
| Trading and other assets | 7 | - | 7 |
| Cash and cash equivalents (1) | - | - | - |
| Deferred tax assets, net / (Deferred tax liabilities, net) | - | (20) | (20) |
| Provisions | (51) | - | (51) |
| Financial liabilities | (910) | (37) | (947) |
| Trading and other liabilities | (17) | - | (17) |
| Total net assets acquired | 32 | 1,008 | 1,040 |
| Equity attributable to non-controlling interests | 466 | ||
| Share of net assets acquired by the Group | 574 | ||
| Goodwill | 11 | ||
| Total consideration | 585 | ||
| Cash and cash equivalents acquired | - | ||
| Net cash outflow for the acquisition | 585 |
(1) ERC's cash at the acquisition date amounts to €0.3 million. The company also has term deposits, classified in ERC's accounts as cash equivalents, but reclassified as loans and receivables in the Atlantia Group's consolidated financial statements in accordance with the Group's guidelines, amounting to €84 million.
Completion of the allocation process has resulted in fair value adjustments of the amount of net assets acquired of €1,008 million. This reflects:
The share of equity attributable to non-controlling interests was measured on the basis of the share of the fair value of assets and liabilities on the date on which control was obtained, excluding any attributable goodwill (the so-called "partial goodwill method"). After adjusting for the share of equity attributable to non-controlling interests, the fair value of the net assets acquired by the Group amounts to €574 million, compared with a purchase consideration of €585 million. This has resulted in the recognition of goodwill (only the share attributable to the Group) of €11 million.
As required by IFRS 3, the above amounts have been retrospectively reflected at the acquisition date, with the resulting changes and additions to amounts previously included on a provisional basis in the Integrated Annual Report as at and for the year ended 31 December 2020.
The following notes provide information on items in the consolidated statement of financial position as at 30 June 2021. Comparative amounts as at 31 December 2020 are shown in brackets. Details of items in the consolidated statement of financial position deriving from related party transactions are provided in note 10.3.
As at 30 June 2021, property, plant and equipment amounts to €646 million, compared with a carrying amount of €774 million as at 31 December 2020. The following table provides details of property, plant and equipment at the beginning and end of the period, showing the original cost and accumulated depreciation at the end of the period.
| 30 June 2021 | 31 December 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| €M | Cost | Accumulated Depreciation |
Carrying amount |
Cost | Accumulated Depreciation |
Carrying amount |
||
| Property, plant and equipment | 2,379 | -1,734 | 645 | 2,988 | -2,215 | 773 | ||
| Investment property | 7 | -6 | 1 | 11 | -10 | 1 | ||
| Total property, plant and equipment | 2,386 | -1,740 | 646 | 2,999 | -2,225 | 774 |
The decrease in the carrying amount with respect to 31 December 2020, amounting to €128 million, primarily reflects the reclassification to "Assets held for sale and discontinued operations" of amounts attributable to the ASPI group (€154 million), depreciation (€89 million) and investment (€91 million). The following table shows changes by category of assets during the period.
| Changes during the period | |||||||
|---|---|---|---|---|---|---|---|
| €M | Carrying amount as at 31 December 2020 |
Additions | Depreciation | Net currency translation differences |
tion and other - adjustments Reclassifica |
discontinued operations cations to Reclassifi |
Carrying amount as at 30 June 2021 |
| Property, plant and equipment | |||||||
| Land | 30 | - | - | - | - | -7 | 23 |
| Leased land | 4 | - | - | - | - | - | 4 |
| Buildings | 52 | - | -3 | - | -2 | -25 | 22 |
| Leased buildings | 117 | 39 | -8 | 1 | - | -20 | 129 |
| Plant and machinery | 88 | 3 | -12 | - | - | -41 | 38 |
| Leased plant and machinery | 23 | 1 | -3 | 1 | - | - | 22 |
| Industrial and business equipment | 88 | 5 | -17 | - | 8 | -25 | 59 |
| Other assets | 309 | 21 | -43 | - | 28 | -17 | 298 |
| Other leased assets | 9 | 3 | -4 | - | 3 | -5 | 6 |
| Property, plant and equipment under construction and advance payments |
53 | 19 | - | - | -14 | -14 | 44 |
| Total | 773 | 91 | -90 | 2 | 23 | -154 | 645 |
| Investment property | |||||||
| Buildings | 1 | - | 1 | - | -1 | - | 1 |
| Total | 1 | - | 1 | - | -1 | - | 1 |
| Total property, plant and equipment | 774 | 91 | -89 | 2 | 22 | -154 | 646 |
There were no significant changes in the expected useful lives of the Group's property, plant and equipment in the first half of 2021.
As at 30 June 2021, property, plant and equipment is subject to encumbrances in the form of mortgages, liens and other collateral guarantees, amounting to €51 million, essentially relating to the Abertis group, above all Autopistas Metropolitanas De Puerto Rico (€44 million).
As at 30 June 2021, the item consists of:
a) intangible assets deriving from concession rights, totalling €37,117 million, and regarding the following main categories:
| 30 June 2021 | 31 December 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| €M | Cost | Accumulated amortisation |
Accumulated impairment losses |
Carrying amount |
Cost | Accumulated amortisation |
Accumulated impairment losses |
Carrying amount |
|||
| Intangible assets deriving from concession rights |
63,310 | -25,712 | -481 | 37,117 | 82,317 | -32,472 | -579 | 49,266 | |||
| Goodwill | 8,581 | - | -152 | 8,429 | 12,949 | - | -152 | 12,797 | |||
| Other intangible assets | 1,198 | -753 | - | 445 | 1,491 | -1,008 | - | 483 | |||
| Intangible assets | 73,089 | -26,465 | -633 | 45,991 | 96,757 | -33,480 | -731 | 62,546 |
There was a reduction of €16,555 million in intangible assets of during the first half of 2021, primarily due to:
The following table shows intangible assets at the beginning and end of the period and changes in the different categories of intangible assets during the first half of 2021.
| Changes during the period | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| €M | Carrying amount As at 31 december 2020 |
construction services, to completion of acquisitions and capitalisations Additions due |
Amortisation | revised present value Changes due to of contractual obligations |
- Net currency transla tion differences |
Reclassifications and other adjustments |
Change in the scope of consolidation |
Reclassifications to discontinued operations |
Carrying amount As at 30 June 2021 |
|
| Intangible assets deriving from concession rights |
||||||||||
| Acquired concession rights | 34,375 | - | -1,326 | - | 414 | - | - | -80 | 33,383 | |
| Concession rights accruing from construction services for which no additional economic benefits are received |
7,486 | - | -202 | 47 | 10 | -1 | - | -7,014 | 326 | |
| Concession rights accruing from construction services for which additional economic benefits are received |
7,301 | 364 | -226 | - | 51 | -88 | - | -3,994 | 3,408 | |
| Concession rights accruing from construction services provided by sub-operators |
104 | - | -3 | - | - | - | - | -101 | - | |
| Total | 49,266 | 364 | -1,757 | 47 | 475 | -89 | - | -11,189 | 37,117 | |
| Goodwill | ||||||||||
| Goodwill | 12,796 | - | - | - | 14 | - | 3 | -4,385 | 8,428 | |
| Trademarks | 1 | - | - | - | - | - | - | - | 1 | |
| Total | 12,797 | - | - | - | 14 | - | 3 | -4,385 | 8,429 | |
| Other intangible assets | ||||||||||
| Commercial contractual relations |
167 | - | -14 | - | - | - | - | - | 153 | |
| Development costs | 59 | 14 | -20 | - | - | 2 | 1 | -27 | 29 | |
| Industrial patents and intellectual property rights |
23 | 21 | -8 | - | - | - | - | -25 | 11 | |
| Concessions and licenses | 65 | 6 | -10 | - | - | 3 | - | -1 | 63 | |
| Other leased intangible assets |
1 | - | - | - | - | 2 | - | -2 | 1 | |
| Other | 137 | 11 | -7 | - | 2 | -10 | - | - | 133 | |
| Intangible assets under development and advance payments |
31 | 33 | - | - | - | -1 | - | -8 | 55 | |
| Total | 483 | 85 | -59 | - | 2 | -4 | 1 | -63 | 445 | |
| Intangible assets | 62,546 | 449 | -1,816 | 47 | 491 | -93 | 4 | -15,637 | 45,991 |
There were no significant changes in the expected useful lives of intangible assets during the period.
The following analysis shows the various components of investment in motorway and airport infrastructures effected through construction services, as reported in the consolidated statement of cash flows.
| €M | Note | 1H 2021 | 1H 2020 | Increase/ (decrease) |
|---|---|---|---|---|
| Use of provisions for construction services required by contract for which no additional economic benefits are received |
7.13 | 206 | 165 | 41 |
| Use of provisions for renewal of assets held under concession | 7.14 | 39 | 16 | 23 |
| Increase in intangible concession rights accruing from completed construction services for which additional economic benefits are received |
7.2 | 364 | 290 | 74 |
| Increases in financial assets deriving from motorway construction services |
7.4 | 41 | 54 | -13 |
| Investments in assets held under concession | 650 | 525 | 125 |
"Goodwill", totalling €8,429 million, essentially consists of:
With regard to the recoverability of goodwill, other intangible assets with indefinite useful lives and concession rights of the Group's operators (included in the CGUs to which these assets have been allocated), no impairment indicators were identified in the first half of 2021.
Given the outcomes of the impairment tests conducted, in accordance with IAS 36, during preparation of the consolidated financial statements as at and for the year ended 31 December 2020, and the absence of any subsequent developments resulting in changes to the key assumptions used as the basis for the financial projections that could have a material impact on the results of the tests, it was decided that, as at 30 June 2021, there was no reason to review the tests previously conducted and described in detail in note 7.2 to the consolidated financial statements as at and for the year ended 31 December 2020 to which refer for additional information.
As at 30 June 2021, this item is down €709 million, primarily due to a combination of the following:
The table below shows the carrying amounts of the Group's investments at the beginning and end of the period, grouped by category, and changes in the first half of 2021.
| Changes during the period | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Measurement using the equity method |
|||||||||
| €M | 31 December 2020 Opening balance |
capital contributions Acquisitions and |
Dividends | Sales and returns of capital |
Profit or loss | comprehensive income Other |
Reclassifications to discontinued operations |
Measurement at fair value |
30 June 2021 Closing balance |
| Investments in: | |||||||||
| - associates | 1,396 | - | -16 | -3 | 2 | 29 | -76 | - | 1,332 |
| - joint ventures | 3 | - | - | - | 1 | - | -1 | - | 3 |
| Other companies and unconsolidated subsidiaries |
1,442 | 15 | - | -430 | - | - | -47 | -183 | 797 |
| Investments | 2,841 | 15 | -16 | -433 | 3 | 29 | -124 | -183 | 2,132 |
The equity method was used to measure interests in associates and joint ventures (inclusive of any adjustments applied to implicit goodwill recognised at the acquisition date in accordance with IFRS 3), based on the most recent approved financial statements made available by the companies. In the event that interim accounts as at 30 June 2021 are not available, the above data was supplemented by specific estimates based on the latest available information and adjusted, where necessary, to bring them into line with the Atlantia Group's accounting policies.
With regard to the recoverability of investments in associates and joint venture, no impairment indicators were identified in the first half of 2021.
Given the outcomes of the impairment tests conducted, in accordance with IAS 36, during preparation of the consolidated financial statements as at and for the year ended 31 December 2020, and the absence of any subsequent developments resulting in changes to the key assumptions used as the basis for the financial projections that could have a material impact on the results of the tests, it was decided that, as at 30 June 2021, there was no reason to review the tests previously conducted and described in detail in note 7.3 to the consolidated financial statements as at and for the year ended 31 December 2020.
It should also be noted that Atlantia's Board of Directors has decided not to exercise the Parent's right to match on options triggered by the rights issue carried out by Cellnex in April 2021 (following ConnecT Due's failure to exercise its options). Atlantia has also opted not to exercise its co-investment right on a remaining 3.4% interest that expired on 12 July 2021, believing such an investment not to be consistent with the Parent's medium- to long-term strategic priorities.
Atlantia retains, through to 12 July 2025, (i) the right of first offer and right to match on a 5.7% stake in Cellnex and (ii) the right to match on options (not exercised by ConnecT Due) resulting from any future rights issues carried out by Cellnex.
Annex 1 provides a list of the Group's investments as at 30 June 2021, as required by CONSOB Ruling DEM/6064293 of 28 July 2006.
The following analysis shows the composition of financial assets as at 30 June 2021 and as at 31 December 2020, together with the current and non-current portions.
| 30 June 2021 | 31 December 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| €M | Carrying amount |
Current portion |
Non-current portion |
Carrying amount |
Current portion |
Non-current portion |
||
| Takeover rights | - | - | - | 411 | 411 | - | ||
| Guaranteed minimum tolls | 635 | 92 | 543 | 622 | 101 | 521 | ||
| Other concession rights | 2,601 | 38 | 2,563 | 2,451 | 41 | 2,410 | ||
| Financial assets deriving from concession rights (1) |
3,236 | 130 | 3,106 | 3,484 | 553 | 2,931 | ||
| Financial assets deriving from government grants related to construction services (1) |
27 | 9 | 18 | 233 | 58 | 175 | ||
| Term deposits (1) | 596 | 400 | 196 | 640 | 391 | 249 | ||
| Derivative assets (2) | 102 | 55 | 47 | 547 | 116 | 431 | ||
| Other medium/long-term financial assets (1) | 904 | 4 | 900 | 970 | 7 | 963 | ||
| Other medium/long-term financial assets | 1,006 | 59 | 947 | 1,517 | 123 | 1,394 | ||
| Other current financial assets (1) | 162 | 162 | - | 141 | 141 | - | ||
| Financial assets | 5,027 | 760 | 4,267 | 6,015 | 1,266 | 4,749 |
(1) These assets include financial instruments primarily classified as "financial assets measured at amortised cost" in accordance with IFRS 9. (2) These assets primarily include derivative financial instruments classified as hedges under level 2 of the fair value hierarchy.
The following table shows changes during the period in financial assets deriving from concession rights:
| €M | 31 December 2020 |
Additions due to revised present value |
of construction to completion Additions due services |
Reductions due to amounts collected |
translation differences Currency |
Reclassifications and other changes |
Reclassifications to discontinued operations |
30 June 2021 |
|---|---|---|---|---|---|---|---|---|
| Takeover rights | 411 | - | - | - | - | 4 | -415 | - |
| Guaranteed minimum tolls | 622 | 23 | - | -65 | 17 | 38 | - | 635 |
| Other concession rights | 2,451 | 95 | 41 | -11 | 29 | -4 | - | 2,601 |
| Financial assets deriving from concession rights |
3,484 | 118 | 41 | -76 | 46 | 38 | -415 | 3,236 |
Financial assets deriving from concession rights, amounting to €3,236 million, primarily include:
a) amounts receivable from grantors by the Abertis group, totalling €2,106 million, primarily due to the group's Spanish operator as a return on capital expenditure (including €991 million due to the Spanish operator, Acesa, on the basis of Royal Decree 457/2006). This amount does not include disputed receivables relating to compensation due to Acesa, but does include amounts receivable by Invicat, Aucat and Castellana amounting to €325 million, €274 million and €188 million, respectively;
Other medium/long-term financial assets include:
The recoverability of financial assets was tested in accordance with IFRS 9 in the event of a significant increase in credit risk (also taking into account the impact of the Covid-19 pandemic) following initial recognition. This resulted in the following impairment losses, included in "Other financial expenses" in the consolidated income statement:
Financial assets deriving from concession rights are down €248 million, compared with 31 December 2020, primarily due to:
Other medium/long-term financial assets, amounting to €1,006 million, are down €511 million compared with 31 December 2020, primarily due to:
The amount of deferred tax assets and liabilities both eligible and ineligible for offset is shown below, with respect to temporary differences between consolidated carrying amounts and the corresponding tax bases at the end of the period.
| €M | 30 June 2021 | 31 December 2020 |
|---|---|---|
| Deferred tax assets | 1,826 | 3,775 |
| Deferred tax liabilities eligible for offset | -1,231 | -1,306 |
| Deferred tax assets less deferred tax liabilities eligible for offset | 595 | 2,469 |
| Deferred tax liabilities | -6,119 | -6,357 |
| Difference between deferred tax assets and liabilities | -5,524 | -3,888 |
Changes in the Group's deferred tax assets and liabilities during the period, based on the nature of the temporary difference giving rise to them, are summarised in the following table:
| Changes during the period | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| €M | 31 December 2020 |
Recognised in profit or loss Increases/ (decreases) |
comprehensive income Increases/ (decreases) recognised in other |
Change to prior year estimates |
Changes to tax rates | discontinued operations Reclassifications to |
Currency translation differences |
Other changes | 30 June 2021 |
| Deferred tax assets on: | |||||||||
| Tax loss carry forwards | 563 | -19 | - | - | - | -12 | 11 | - | 543 |
| Provisions | 1,672 | -28 | - | -3 | - | -1,292 | 4 | 8 | 361 |
| Restatement on application of IFRIC 12 by Autostrade per l'Italia | 348 | -12 | - | - | - | -336 | - | - | - |
| Impairments and depreciation of non-current assets | 210 | 2 | - | - | - | -12 | 6 | - | 206 |
| Negative adjustments under IFRS 3 for acquisitions | 222 | -27 | - | - | - | - | - | - | 195 |
| Derivative liabilities | 282 | -29 | -40 | - | - | -40 | 1 | - | 174 |
| Impairment of receivables and inventories | 139 | 23 | - | - | - | -6 | 1 | - | 157 |
| Deductible infra-group goodwill | 27 | - | - | - | - | -18 | - | -8 | 1 |
| Other temporary differences | 312 | 19 | 2 | 2 | - | -137 | 2 | -11 | 189 |
| Total | 3,775 | -71 | -38 | -1 | - | -1,853 | 25 | -11 | 1,826 |
| Deferred tax liabilities on: | |||||||||
| Positive adjustments under IFRS 3 for acquisitions | -6,405 | 376 | - | - | - | - | -33 | - | -6,062 |
| Accelerated depreciation | -327 | 9 | - | - | -3 | - | -321 | ||
| Financial assets deriving from concession rights and government grants |
-283 | -3 | - | - | -17 | 21 | 2 | 5 | -275 |
| Gain subject to deferred taxation | -213 | -31 | - | - | -1 | - | -245 | ||
| Derivative assets | -43 | - | - | - | - | 6 | - | -1 | -38 |
| Other temporary differences | -392 | -21 | - | - | - | 30 | -1 | -25 | -409 |
| Total | -7,663 | 330 | - | - | -17 | 57 | -36 | -21 | -7,350 |
| Differences between deferred tax assets and liabilities (eligible and ineligible for offset) |
-3,888 | 259 | -38 | -1 | -17 | -1,796 | -11 | -32 | -5,524 |
The balance of deferred tax assets as at 30 June 2021 primarily includes:
Deferred tax liabilities essentially regard:
The difference between deferred tax assets and liabilities (eligible and ineligible for offset) has increased by €1,636 million compared with 31 December 2020, primarily due to the reclassification to assets held for sale of amounts attributable to Autostrade per l'Italia group companies, totalling €1,796 million.
As shown in the following table, deferred tax assets connected with negative adjustments under IFRS 3 on acquisitions essentially refer to the fair value measurement of financial liabilities, primarily attributable to Abertis Infraestructuras and to the French motorway operators it controls.
| €M | Deferred tax assets on negative adjustments under IFRS 3 |
Financial liabilities |
Provisions |
|---|---|---|---|
| 30 June 2021 | 195 | 167 | 28 |
| 31 December 2020 | 222 | 193 | 29 |
With regard to deferred tax liabilities recognised on positive adjustments under IFRS 3 for acquisitions, the following table shows that they primarily relate to remeasurement at fair value of the intangible assets deriving from concession rights attributable to the French and Italian airport operators and to the French, Chilean and Mexican motorway operators.
| €M | Deferred tax liabilities on positive adjustments under IFRS 3 |
Intangible assets deriving from concession rights |
Other intangible assets |
Financial assets |
Other assets |
|---|---|---|---|---|---|
| 30 June 2021 | 6,062 | 5,726 | 173 | 60 | 103 |
| 31 December 2020 | 6,405 | 6,058 | 182 | 59 | 106 |
This item essentially includes recognition of non-current assets linked to the concession arrangements entered into by the Chilean operator Avo II (€7 million).
| €M | 30 June 2021 |
31 December 2020 |
Increase/ (decrease) |
|---|---|---|---|
| Non-current non-trading prepaid expenses | 8 | 34 | -26 |
| Other non-financial receivables | 5 | 4 | 1 |
| Other non-current assets | 13 | 38 | -25 |
As at 30 June 2021, trading assets consist of:
| €M | 30 June 2021 |
31 December 2020 |
Increase/ (decrease) |
|---|---|---|---|
| Trade receivables due from: | |||
| Motorway users | 2,203 | 2,070 | 133 |
| Airport users | 346 | 305 | 41 |
| Sub-operators at motorway service areas | 7 | 65 | -58 |
| Sundry customers | 371 | 446 | -75 |
| Gross trade receivables | 2,927 | 2,886 | 41 |
| Allowance for bad debts | -819 | -758 | -61 |
| Other trading assets | 51 | 148 | -97 |
| Net trade receivables | 2,159 | 2,276 | -117 |
Trade receivables, after the allowance for bad debts, amount to €2,927 million, an increase of €41 million compared with 31 December 2020 (€2,886 million).
The following table shows movements in the allowance for bad debts for trade receivables in the first half of 2021. The allowance has been determined with reference to past experience and data on expected credit losses, also taking into account guarantee deposits and other collateral given by customers.
| €M | 31 December 2020 |
Additions | Net translation differences |
Reclassifications and other changes |
Reclassifications to discontinued operations |
30 June 2021 |
|---|---|---|---|---|---|---|
| Allowance for bad debts | 758 | 119 | 3 | -2 | -59 | 819 |
The following table shows an ageing schedule for trade receivables net of the allowance for bad debts.
| €M | 30 June 2021 |
Total not yet due |
Less than 90 days overdue |
Between 90 and 365 days overdue |
More than one year overdue |
|---|---|---|---|---|---|
| Trade receivables | 2,108 | 1,480 | 152 | 110 | 366 |
Trade receivables more than one year overdue, totalling €366 million, primarily regard unpaid motorway tolls, royalties due from service area operators and sales of other goods and services. Overdue receivables, after the allowance for bad debts, are primarily attributable to Aeroporti di Roma in the form of amounts receivable from the customer, Alitalia in extraordinary administration. Given that these receivables primarily regard airport fees, they constitute preferential claims. Any losses incurred on receivables resulting from regulated services would, in any event, affect the financial viability of the concession and would be recoverable under mechanisms provided for under the operator's Planning Agreement.
Cash and cash equivalents consists of cash on hand and short-term investments and is down €2,265 million compared with 31 December 2020. This is primarily due to the reclassification to discontinued operations of the ASPI group's cash, amounting to €1,376 million, and voluntary early repayment of medium/long-term borrowings by Atlantia, totalling €3,750 million, represented by Term Loans and the revolving credit facility.
These movements were partially offset by the proceeds from the sale of a 49% stake in Telepass (€1,056 million) and from bond issues by Atlantia.
The balance primarily consists of the following as at 30 June 2021:
Current tax assets and liabilities at the beginning and end of the period are detailed below.
| Current tax assets | Current tax liabilities | ||||
|---|---|---|---|---|---|
| €M | 30 June 2021 |
31 December 2020 |
30 June 2021 |
31 December 2020 |
|
| IRES | 131 | 81 | 8 | - | |
| IRAP | 2 | 19 | 2 | 1 | |
| Taxes attributable to foreign operations | 143 | 304 | 98 | 88 | |
| Total | 276 | 404 | 108 | 89 |
As at 30 June 2021, the Group reports net current tax assets of €168 million (€315 million as at 31 December 2020), marking a reduction of €147 million compared with 31 December 2020. This primarily reflects Abertis HoldCo's collection of tax credits for 2019.
This item consists of receivables and other current assets that are not eligible for classification as trading or financial. The composition of this item is shown below.
| €M | 30 June 2021 |
31 December 2020 |
Increase/ (decrease) |
|---|---|---|---|
| Amounts due from public entities | 156 | 123 | 33 |
| Tax credits other than for income tax | 331 | 388 | -57 |
| Amounts due from users and insurance companies as compensation | - | 15 | -15 |
| Advances paid to suppliers and other current assets | 168 | 172 | -4 |
| Other current assets (gross) | 655 | 698 | -43 |
| Allowance for bad debts | -26 | -30 | 4 |
| Other current assets | 629 | 668 | -39 |
This item primarily consists of:
a) tax credits other than for income tax, primarily attributable to the Abertis group (€112 million) in the form of refundable VAT (€58 million), and of the tax relief granted under the "Contribution Economique Territoriale" scheme in France (€30 million), refundable VAT paid overseas by Telepass (€59 million) and to
"Assets held for sale or related to discontinued operations", totalling €20,835 million as at 30 June 2021, include:
Costanera Norte as tax credits on dividends paid in 2019 (€53 million);
b) amounts receivable from public entities, primarily including amounts due from grantors to certain motorway operators in Spain (€93 million), Chile (€50 million) and Brazil (€13 million).
subsidiary, Autostrade Portugal, and classified as held for sale from June 2021 following the signing of an agreement with MM Capital Partners Co., Ltd. for the sale of the entire stake (17.21% of the share capital and voting rights), with a value of €40 million, on 25 June 2021. Transaction closing is expected to take place in 2021 following the receipt of clearance from the competent authorities and the lenders, and in any case after completion of the procedure provided for in the shareholders' agreement granting pre-emption rights to Lusoponte's other shareholders;
c) the investment in RMG and its parent, Abertis UK, amounting to €34 million, classified as held for sale as its sale is expected to be completed by the end of 2021;
d) the investments in Autostrade Lombarde and Società di Progetto Brebemi, held indirectly through Autostrada A4 Brescia - Padova (€19 million) and loans and receivables due from the same companies (€8 million), classified as held for sale from December 2020 following receipt of a binding offer to purchase the interests. The sale is expected to be completed by the end of the second half of 2021.
"Liabilities related to discontinued operations", totalling €19,146 million as at 30 June 2021, primarily include liabilities related to the ASPI group's liabilities included in discontinued operations, amounting to €19.136 million and described in note 6.1.
The following table shows the composition of these assets and liabilities.
| €M | 30 June 2021 |
31 December 2020 |
Increase/ (decrease) |
|---|---|---|---|
| Property, plant, equipment and intangible assets | 15,793 | - | 15,793 |
| Investments | 147 | 23 | 124 |
| Financial assets | 2,235 | 8 | 2,227 |
| of which cash and cash equivalents | 1,376 | - | 1,376 |
| of which other financial assets | 859 | 8 | 851 |
| Trading and other assets | 2,660 | - | 2,660 |
| Assets held for sale and discontinued operations | 20,835 | 31 | 20,804 |
| Financial liabilities | 11,449 | - | 11,449 |
| Provisions for construction services required by contract | 673 | - | 673 |
| Current provisions | 2,376 | - | 2,376 |
| Trading and other liabilities | 4,648 | - | 4,648 |
| Liabilities related to discontinued operations | 19,146 | - | 19,146 |
Equity attributable to the owners of the Atlantia Group's parent as at 30 June 2021 consists of the following:
c) the reserve for translation differences on translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro (a negative balance of €731 million);
d) the cash flow hedge reserve (a negative balance of €302 million);
Equity attributable to owners of the parent, totalling €7,592 million, is up €1,402 million compared with 31 December 2020. The most important changes during the period regard:
a) the gain of €973 million resulting from the sale of a 49% stake in Telepass, recognised in equity as it is a transaction between shareholders;
Changes in equity attributable to owners of the parent also include the reclassification of €372 million from the reserve for gains and losses on the fair value measurement of equity instruments to retained earnings, following the reduction in the interest in Hochtief from 23.9% to 15.9% as a result of the unwinding of the collar financing, the loan of Hochtief shares and the related funded collar.
Equity attributable to non-controlling interests of €8,310 million is up €245 million compared with 31 December 2020 (€8,065 million), essentially reflecting:
€411 million (€2,977 million) (non-current) €359 million (€2,161 million) (current) €52 million (€816 million)
Provisions for construction services required by contract represent the residual present value of motorway infrastructure construction and/or upgrade services that certain of the Group's operators, particularly the operators belonging to the ASPI group and the Mexican group, RCO, are required to provide and for which no additional economic benefits are received in terms of specific toll increases and/or significant increases in traffic.
The following table shows provisions for construction services required by contract at the beginning and end of the period and changes during the first half of 2021, including the reclassification of the ASPI group's contribution to "Liabilities related to discontinued operations".
| 31 December 2020 | Changes during the period | 30 June 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €M | Carrying amount | Non-current portion |
Current portion | Changes due to revised present obligations value of |
Finance-related provisions |
Uses to finance works |
rences and other translation diffe- reclassifications Currency |
tinued operations Reclassifications related to discon- to liabilities |
Carrying amount | Non-current portion |
Current portion | ||
| Provisions for construction services |
2,977 | 2,161 | 816 | 47 | -5 | -206 | -48 | -2,354 | 411 | 359 | 52 |
€1,936 million (€5,812 million) (non-current) €1,515 million (€2,850 million) (current) €421 million (€2,962 million) As at 30 June 2021, provisions amount to €1,936 million (€5,812 million as at 31 December 2020). The following table shows details of provisions by type, showing the non-current and current portions.
| 30 June 2021 | 31 December 2020 | ||||||
|---|---|---|---|---|---|---|---|
| €M | Carrying amount |
Non-current portion |
Current portion |
Carrying amount |
Non-current portion |
Current portion |
|
| Provisions for employee benefits | 199 | 131 | 68 | 317 | 219 | 98 | |
| Provisions for repair and replacement of motorway infrastructure |
861 | 634 | 227 | 2,770 | 1,775 | 995 | |
| Provisions for renewal of assets held under concession |
325 | 237 | 88 | 418 | 341 | 77 | |
| Other provisions | 551 | 513 | 38 | 2,307 | 515 | 1,792 | |
| Total provisions | 1,936 | 1,515 | 421 | 5,812 | 2,850 | 2,962 |
The following table shows provisions as at 31 December 2020 and 30 June 2021 and changes in the first half of 2021.
| Changes during the period | ||||||||
|---|---|---|---|---|---|---|---|---|
| €M | 31 December 2020 Carrying amount |
Operating provisions |
Finance-related provisions |
Reductions due To uses |
Actuarial (gains/ losses) |
reclassifications and Currency translation other changes differences, |
to liabilities related Reclassifications to discontinued operations |
30 June 2021 Carrying amount |
| Post-employment benefits | 143 | 1 | - | -12 | - | 2 | -100 | 34 |
| Other employee benefits | 174 | 5 | - | -13 | -1 | - | - | 165 |
| Provisions for employee benefits |
317 | 6 | - | -25 | -1 | 2 | -100 | 199 |
| Provisions for repair and replacement of motorway |
2,770 | 344 | 12 | -579 | - | 81 | -1,767 | 861 |
| Provisions for renewal of assets held under concession |
418 | 35 | - | -39 | - | - | -89 | 325 |
| Provisions for impairments exceeding carrying amounts of investments |
4 | - | - | - | - | - | -3 | 1 |
| Provisions for disputes, liabilities and sundry charges |
2,303 | 26 | - | -38 | - | -62 | -1,679 | 550 |
| Other provisions for risks and charges |
2,307 | 26 | - | -38 | - | -62 | -1,682 | 551 |
| Provisions | 5,812 | 411 | 12 | -681 | -1 | 21 | -3,638 | 1,936 |
This item consists of provisions for post-employment benefits to be paid to staff employed under Italian law, amounting to €34 million as at 30 June 2021 (€143 million as at 31 December 2020), after a reduction of €109 million due primarily to the reclassification to liabilities related to discontinued operations of provisions attributable to the ASPI group's operators, amounting to €98 million.
This item also includes provisions for other termination benefits of €165 million (€174 million as at 31 December 2020), relating to: (i) €77 million in provisions associated to an efficiency drive primarily at the Abertis group (in Spain, France and Italy); (ii) provisions consisting of defined benefit plans representing obligations to pay benefits to overseas employees on termination of their employment (primarily in France, totalling €45 million).
This item regards the present value of provisions for the repair and replacement of motorway infrastructure, in accordance with the contractual commitments of the Group's motorway operators. The balance of these provisions is down €1,909 million, reflecting a combination of the following:
a) operating and finance-related provisions, totalling €356 million, primarily regarding the ASPI group's operators (€264 million), following an updated estimate of the cost of maintenance to be carried out on the motorway network, and the Abertis group's European and South American motorway operators (€68 million);
Provisions for renewal of assets held under concession €325 million (€418 million) (non-current) €237 million (€341 million) (current) €88 million (€77 million)
The provisions for renewal of assets held under concession represent the present value of the estimated costs to be incurred for extraordinary maintenance, renewal and replacements under the contractual obligations provided for in the Atlantia group's motorway and airport concession arrangements, with the objective of ensuring that the infrastructure is fit for purpose and safe. Compared with 31 December 2020, the provisions are down €93 million, essentially due to the reclassification to liabilities related to discontinued operations of provisions attributable to the ASPI group's operators, amounting to €89 million.
Other provisions for risks and charges primarily regard estimates of liabilities expected to be incurred in connection with pending litigation and disputes at the end of the period and primarily include:
a) provisions made in previous years in relation to the investment in Alazor Inversiones SA, amounting to €228 million, and relating to financial guarantees provided by Iberpistas and Acesa to banks. Further details regarding this litigation are provided in note 10.5;
b) provisions made by a number of Abertis group companies, totalling €56 million, primarily linked to a tax audit regarding VAT and other indirect taxes.
Compared with 31 December 2020, the provisions are down €1,756 million, essentially due to the reclassification to liabilities related to discontinued operations of provisions for risks and charges attributable to the ASPI group's operators, amounting to €1,682 million. These provisions primarily regard those made by Autostrade per l'Italia in relation to the undertaking given during talks with the Government and the MIMS with a view to reaching an agreed settlement of the ongoing dispute, with provisions of €1,500 million made in 2019 and further provisions of €190 million made in 2020.
Medium/long-term borrowings €38,708 million (€53,066 million) (non-current) €35,794 million (€46,247 million) (current) €2,914 million (€6,819 million)
The following tables provide an analysis of medium/long-term financial liabilities, showing:
a) an analysis of the balance by face value and maturity (current and non-current portions);
| 30 June 2021 | ||||||
|---|---|---|---|---|---|---|
| of which | Term | |||||
| €M | Nominal value |
Carrying amount |
Current portion |
Non current portion |
between 13 and 60 months |
after 60 months |
| Bond issues (1) (2) | ||||||
| - listed fixed rate | 23,459 | 23,431 | 1,640 | 21,791 | 5,070 | 16,721 |
| - listed floating rate | 2,076 | 2,076 | 36 | 2,040 | 1,183 | 857 |
| Total bond issues (a) | 25,535 | 25,507 | 1,676 | 23,831 | 6,253 | 17,578 |
| Bank borrowings | ||||||
| - fixed rate | 4,577 | 4,934 | 592 | 4,342 | 2,045 | 2,297 |
| - floating rate | 6,585 | 6,480 | 304 | 6,176 | 4,860 | 1,316 |
| Total bank borrowings (b) | 11,162 | 11,414 | 896 | 10,518 | 6,905 | 3,613 |
| Other borrowings | ||||||
| - fixed rate | 5 | 3 | 1 | 2 | 1 | 1 |
| - non-interest bearing | 186 | 185 | 43 | 142 | 87 | 55 |
| Total other borrowings (c) | 191 | 188 | 44 | 144 | 88 | 56 |
| Medium/long-term borrowings (d=b+c) (1) (2) | 11,353 | 11,602 | 940 | 10,662 | 6,993 | 3,669 |
| Derivative liabilities (e) (3) | 525 | - | 525 | - | - | |
| Other medium/long-term financial liabilities | ||||||
| Accrued expenses on medium/long-term financial liabilities (1) | 295 | 295 | - | - | - | |
| Other financial liabilities | 779 | 3 | 776 | 607 | 169 | |
| Total other medium/long-term financial liabilities (f) | 1,074 | 298 | 776 | 607 | 169 | |
| Total (a+d+e+f) | 38,708 | 2,914 | 35,794 | 13,853 | 21,416 |
(1) These financial instruments are classified as financial liabilities measured at amortised cost in accordance with IFRS 9.
(2) Further details of hedged financial liabilities are provided in note 9.2.
(3) These instruments are classified as hedging derivatives in accordance with IFRS 9 and fall within level 2 of the fair value hierarchy.
| 31 December 2020 | ||||||
|---|---|---|---|---|---|---|
| of which | Term | |||||
| €M | Nominal value |
Carrying amount |
Current portion |
Non current portion |
between 13 and 60 months |
after 60 months |
| Bond issues (1) (2) | ||||||
| - listed fixed rate | 30,443 | 30,399 | 3,105 | 27,294 | 8,925 | 18,369 |
| - listed floating rate | 1,283 | 1,274 | 114 | 1,160 | 888 | 272 |
| Total bond issues (a) | 31,726 | 31,673 | 3,219 | 28,454 | 9,813 | 18,641 |
| Bank borrowings | ||||||
| - fixed rate | 6,480 | 6,658 | 1,832 | 4,826 | 2,386 | 2,440 |
| - floating rate | 11,633 | 11,694 | 924 | 10,770 | 10,148 | 622 |
| Total bank borrowings (b) | 18,113 | 18,352 | 2,756 | 15,596 | 12,534 | 3,062 |
| Other borrowings | ||||||
| - fixed rate | 6 | 4 | 1 | 3 | 2 | 1 |
| - non-interest bearing | 380 | 372 | 56 | 316 | 276 | 40 |
| Total other borrowings (c) | 386 | 376 | 57 | 319 | 278 | 41 |
| Medium/long-term borrowings (d=b+c) (1) (2) | 18,499 | 18,728 | 2,813 | 15,915 | 12,812 | 3,103 |
| Derivative liabilities (e) (3) | 1,381 | 247 | 1,134 | - | - | |
| Other medium/long-term financial liabilities | ||||||
| Accrued expenses on medium/long-term financial liabilities (1) | 538 | 538 | - | - | - | |
| Other financial liabilities | 746 | 2 | 744 | 560 | 184 | |
| Total other medium/long-term financial liabilities (f) | 1,284 | 540 | 744 | 560 | 184 | |
| Total (a+d+e+f) | 53,066 | 6,819 | 46,247 | 23,185 | 21,928 |
(1) These financial instruments are classified as financial liabilities measured at amortised cost in accordance with IFRS 9.
(2) Further details of hedged financial liabilities are provided in note 9.2.
(3) These instruments are classified as hedging derivatives in accordance with IFRS 9 and fall within level 2 of the fair value hierarchy.
After stripping out amounts attributable to ASPI group companies, the residual weighted average term to maturity of the Group's debt is five years and nine months as at 30 June 2021 (five years and seven months as at 31 December 2020).
| 30 June 2021 31 December 2020 |
|||||
|---|---|---|---|---|---|
| €M | Maturity | Carrying amount (1) |
Fair value (2) |
Carrying amount (1) |
Fair value (2) |
| Bond issues | |||||
| - listed fixed rate | from 2021 to 2040 | 23,431 | 23,954 | 30,399 | 30,907 |
| - listed floating rate | from 2021 to 2031 | 2,076 | 1,488 | 1,274 | 1,246 |
| Total bond issues (a) | 25,507 | 25,442 | 31,673 | 32,153 | |
| Bank borrowings | |||||
| - fixed rate | from 2021 to 2046 | 4,934 | 3,522 | 6,658 | 5,952 |
| - floating rate | from 2021 to 2045 | 6,480 | 6,469 | 11,694 | 11,611 |
| Total bank borrowings (b) | 11,414 | 9,991 | 18,352 | 17,563 | |
| Other borrowings | |||||
| - fixed rate | 3 | 3 | 4 | 4 | |
| - non-interest bearing | 185 | 185 | 372 | 372 | |
| Total other borrowings (c) | 188 | 188 | 376 | 376 | |
| Medium/long-term borrowings (d=b+c) | 11,602 | 10,179 | 18,728 | 17,939 | |
| Derivative liabilities (e) | 525 | 525 | 1,381 | 1,381 | |
| Accrued expenses on medium/long-term financial liabilities | 295 | 295 | 538 | 538 | |
| Other financial liabilities | 779 | 779 | 746 | 735 | |
| Total other medium/long-term financial liabilities (f) | 1,074 | 1,074 | 1,284 | 1,273 | |
| Total (a+d+e+f) | 38,708 | 37,220 | 53,066 | 52,746 |
(1) The amounts shown in the table for medium/long-term financial liabilities include both the non-current and current portions.
(2) The fair value shown falls within level 1 of the fair value hierarchy for bonds, whilst bank borrowings fall within level 2 of the hierarchy.
c) a comparison of the face value of each liability (bond issues and medium/long-term borrowings) and the related carrying amount, by issue currency, and the corresponding average and effective interest rates:
| 30 June 2021 | 31 December 2020 | |||||
|---|---|---|---|---|---|---|
| €M | Nominal value |
Carrying amount |
Average interest rate applied through to 30 June 2021 (1) |
Effective interest rate as at 30 June 2021 (1) |
Nominal value |
Carrying amount |
| Euro (EUR) | 28,189 | 28,698 | 1.9% | 2.6% | 41,287 | 41,307 |
| Chilean peso (CLP) / Unidad de fomento (UF) |
1,880 | 2,039 | 5.1% | 3.8% | 1,907 | 1,950 |
| Sterling (GBP) | 718 | 464 | 4.1% | 4.6% | 1,250 | 1,219 |
| Brazilian real (BRL) | 1,833 | 1,885 | 8.5% | 8.2% | 1,545 | 1,521 |
| Yen (JPY) | 151 | 108 | 3.4% | 6.4% | 316 | 381 |
| Polish zloty (PLN) | 6 | 4 | N/A (2) | N/A (2) | 7 | 5 |
| Indian rupee (INR) | 42 | 42 | 8.7% | 8.9% | 47 | 47 |
| US dollar (USD) | 1,906 | 1,582 | 5.1% | 5.8% | 1,768 | 1,745 |
| Mexican peso (MXN) /Unidad de Inversiones (UDI) |
2,162 | 2,287 | 10.5% | 8.4% | 2,096 | 2,224 |
| Argentine peso (ARS) | - | - | - | - | 2 | 2 |
| Total | 36,888 | 37,109 | 3.0% | 3.4% | 50,225 | 50,401 |
(1) The average and effective interest rates are calculated excluding non-interest bearing debt (other borrowings), amounting to €188 million as at 30 June 2021.
(2) Value not available as the borrowing is non-interest bearing.
After stripping out amounts attributable to ASPI group companies, the average cost of the Atlantia Group's medium /long term borrowings in the first half of 2021, including differentials on hedging instruments and other borrowing costs (the "average effective interest rate") was 3.4%.
d) movements during the period in the carrying amounts of outstanding bond issues and medium/long-term borrowings:
| €M | Bond issues |
Bank borrowings |
Other borrowings |
|---|---|---|---|
| Carrying amount as at 31 December 2020 | 31,673 | 18,352 | 376 |
| Monetary changes | |||
| New issues/borrowings | 3,287 | 608 | 43 |
| Repayments | 1,173 | 5,784 | 40 |
| Total monetary changes | 2,114 | -5,176 | 3 |
| Non-monetary changes | |||
| Currency translation differences and other movements | 252 | 99 | 3 |
| Reclassifications to financial liabilities related to discontinued operations |
-8,542 | -1,933 | -225 |
| Other changes | 10 | 72 | 31 |
| Total non-monetary changes | -8,280 | -1,762 | -191 |
| Carrying amount as at 30 June 2021 | 25,507 | 11,414 | 188 |
| €M | Bond issues |
Bank borrowings |
Other borrowings |
|---|---|---|---|
| Carrying amount as at 31 December 2019 | 28,499 | 16,056 | 396 |
| Monetary changes | |||
| New issues/borrowings | 4,970 | 6,304 | 42 |
| Repayments | 2,889 | 5,518 | 41 |
| Total monetary changes | 2,081 | 786 | 1 |
| Non-monetary changes | |||
| Currency translation differences and other movements | -519 | -118 | -7 |
| Changes in fair value | - | - | - |
| Changes in scope of consolidation | 1,335 | 1,644 | -8 |
| Other changes | 277 | -54 | -7 |
| Total non-monetary changes | 1,093 | 1,472 | -22 |
| Carrying amount as at 31 December 2020 | 31,673 | 18,314 | 375 |
Further details of derivative financial instruments entered into by the Group companies for hedging purposes are contained in note 9.2.
The item principally refers to: i) €10,039 million in bonds issued by Abertis Infraestructuras; ii) €5,691 million in bonds issued by HIT (the French holding company that controls the motorway operators, Sanef and Sapn); iii) €2,726 million in bonds issued by Atlantia; iv) €1,529 million in bonds issued by Aeroporti di Roma; v) €1,482 million in bonds issued by Red de Carreteras de Occidente; vi) €1,068 million in bonds issued by Arteris Brasil group.
The overall reduction of €6,166 million essentially reflects the following:
The bonds issued by certain Group companies are partially or fully backed by financial guarantees. These regard:
The balance of this item, amounting to €11,602 million, including the current and non-current portions, is down €7,126 million compared with 31 December 2020 (€18,728 million). This essentially reflects the following:
The bank borrowings of certain Group companies are partially or fully backed by financial guarantees. These regard:
Details of the covenants provided for in the respective loan agreements, and compliance with them, are provided in note 9.2.
Non-current derivative liabilities €525 million (€1,381 million) (non-current) €525 million (€1,134 million) (current) (-) (€247 million)
This item represents fair value losses on outstanding derivatives as at 30 June 2021 and primarily includes:
b) fair value losses (€147 million) on Atlantia's Interest Rate Swap (IRSs) not qualifying for hedge accounting;
c) fair value losses (€90 million) on Cross Currency Swaps (CCSs) entered into by Aeroporti di Roma to hedge bond issues denominated in pounds sterling;
Further details of derivative financial instruments entered into by the Group companies for hedging purposes are contained in note 9.2.
Other medium/long-term financial liabilities €1,074 million (€1,285 million) (non-current) €776 million (€744 million) (current) €298 million (€540 million)
This item has decreased following the above reclassification of amounts attributable to ASPI group companies. It primarily consists of the following:
a) the liabilities of Abertis Internacional, totalling €556 million, relating to the deferred payments di A4 Holding;
The composition of short-term liabilities is shown below.
| b) accrued expenses relating to interest on the above |
|---|
| bond issues and bank borrowings and differentials |
| on derivatives (€295 million); |
c) financial liabilities primarily attributable to Túnels de Barcelona (€65 million) and Aulesa (€45 million), relating to guarantees received from the government and for tolls in excess of those provided for in the financial plan.
| €M | 30 June 2021 |
31 December 2020 |
Increase/ (decrease) |
|---|---|---|---|
| Bank overdrafts repayable on demand | - | 67 | -67 |
| Short-term borrowings | - | 349 | -349 |
| Derivative liabilities (1) | 59 | 68 | -9 |
| Other current financial liabilities | 98 | 134 | -36 |
| Short-term financial liabilities | 157 | 618 | -461 |
(1) These liabilities primarily include derivative instruments not qualifying for hedge accounting and falling within level 2 of the fair value hierarchy.
The balance is down €461 million compared with 31 December 2020, due primarily to the above reclassification of amounts attributable to ASPI group companies.
The following table shows the Group's net debt as at 30 June 2021 and 31 December 2020, as required by CON-SOB Warning Notice 5/21, presented in accordance with the "Guidelines for disclosure requirements under EU Regulation 2017/1129 (the "Prospectus Regulation")" published by ESMA. With effect from 5 May 2021, the above guidelines have revised the previous CESR Recommendation (including the references in the CONSOB Ruling DEM/6064293 of 28 July 2006 regarding net debt).
| €M | Note | 30 June 2021 |
Of which related party transactions |
31 December 2020 (restated) |
Of which related party transactions |
|---|---|---|---|---|---|
| Cash | 7.8 | 4,367 | 6,633 | ||
| Cash equivalents | 7.8 | 1,753 | 1,752 | ||
| Current derivative assets net of net investment hedges (1) | 19 | 46 | |||
| Cash related to assets held for sale and discontinued operations |
7.11 | 1,376 | - | ||
| Cash and cash equivalents (A) | 7,515 | 8,431 | |||
| Current borrowings (2) | 114 | 560 | |||
| Current portion of medium/long-term financial liabilities | 7.15 | 2,914 | 6,819 | ||
| Financial liabilities related to assets held for sale and discontinued operations |
7.11 | 11,449 | 3 | - | - |
| Current financial liabilities (B) | 14,477 | 7,379 | |||
| Current net (debt)/funds C=A-B) | -6,962 | 1,052 | |||
| Non-current financial liabilities (3) | 11,928 | 17,670 | |||
| Bond issues | 7.15 | 23,831 | 28,454 | ||
| Non-current financial liabilities (D) | 35,759 | 46,124 | |||
| Net debt as defined by ESMA (E=D-C) |
42,721 | - | 45,072 | ||
| of which net debt as defined by ESMA guidelines related to assets held for sale and discontinued operations |
10,073 | - | |||
| Current financial assets net of derivatives (F) (4) | 706 | 1,151 | |||
| Non-current financial assets (G) | 7.4 | 4,267 | 1 | 4,749 | 19 |
| Financial assets related to assets held for sale and discontinued operations (H) |
7.11 | 859 | 17 | 8 | - |
| Current net investment hedges (I) (1) | 36 | 70 | |||
| Derivative liabilities hedging assets/liabilities not included in net debt as defined by ESMA guidelines (L) (2) (3) |
79 | 182 |
(1) These are derivative assets included in the "Current portion of other medium/long-term financial assets", as reported in note 7.4 in the "Condensed interim consolidated financial statements as at and for the six months ended 30 June 2021", net of net investment hedges amounting to €70 million as at 31 December 2020 and €36 million as at 30 June 2021.
(2) Includes the value of "Bank overdrafts repayable on demand", "Short-term borrowings", "Current derivative liabilities" and "Other current financial liabilities", as reported in note 7.15 in the "Condensed interim consolidated financial statements as at and for the six months ended 30 June 2021", net of the fair value of Forward-Starting IRSs not included in the measurement of net debt as defined by the ESMA guidelines, amounting to €59 million as at 31 December 2020 and €43 million as at 30 June 2021.
(3) Includes the value of "Medium/long-term borrowings", "Non-current derivative liabilities" and "Other non-current financial liabilities", as reported in note 7.15 in the "Condensed interim consolidated financial statements as at and for the six months ended 30 June 2021", net of the fair value of Forward-Starting IRSs not included in the measurement of net debt as defined by the ESMA guidelines, amounting to €122 million as at 31 December 2020 and €36 million as at 30 June 2021.
(4) Includes the value of "Current financial assets", net of the fair value of derivative assets included in the "Current portion of other medium/ long-term financial assets", as reported in note 7.4 in the "Condensed interim consolidated financial statements as at and for the six months ended 30 June 2021", amounting to €117 million as at 31 December 2020 and €55 million as at 30 June 2021.
The following table shows a breakdown of this item.
| €M | 30 June 2021 |
31 December 2020 |
Increase/ (decrease) |
|---|---|---|---|
| Amounts payable to grantors | 100 | 108 | -8 |
| Accrued expenses of a non-trading nature | 48 | 74 | -26 |
| Liabilities deriving from contractual obligations | 42 | 42 | - |
| Amounts payable to staff | 6 | 7 | -1 |
| Other payables | 68 | 67 | 1 |
| Other non-current liabilities | 264 | 298 | -34 |
The balance primarily includes amounts payable to the French Government by the French operators, Sanef and Sapn, under agreements entered into in relation to the Plan Relance project, amounting to a total of €97 million (€106 million as at 31 December 2020).
An analysis of trading liabilities is shown below.
| €M | 30 June 2021 |
31 December 2020 |
Increase/ (decrease) |
|---|---|---|---|
| Amounts payable to suppliers | 857 | 1,592 | -735 |
| Payables to operators of interconnecting motorways | 1 | 462 | -461 |
| Tolls in the process of settlement | 2 | 59 | -57 |
| Accrued expenses, deferred income and other trading liabilities | 30 | 47 | -17 |
| Trading liabilities | 890 | 2,160 | -1,270 |
This item is down €1,270 million, essentially due to:
The following table shows a breakdown of this item.
| €M | 30 June 2021 |
31 December 2020 |
Increase/ (decrease) |
|---|---|---|---|
| Sundry taxes other than income tax | 367 | 304 | 63 |
| Concession fees payable | 3 | 54 | -51 |
| Amounts payable to staff | 139 | 180 | -41 |
| Social security contributions payable | 32 | 56 | -24 |
| Guarantee deposits from users who pay by direct debit | 46 | 47 | -1 |
| Amounts payable to public entities | 50 | 45 | 5 |
| Amounts payable for expropriations | - | 2 | -2 |
| Other payables | 173 | 289 | -116 |
| Other current liabilities | 810 | 977 | -167 |
This item, totalling €810 million as at 30 June 2021, is down €167 million, primarily due to:
This section contains analyses of the most important consolidated income statement items. Negative components of the income statement are indicated with a minus sign in the headings and tables in the notes, whilst amounts for the first half of 2020 are shown in brackets. Details of amounts in the consolidated income statement deriving from related party transactions are provided in note 10.3.
Toll revenue is up €463 million compared with the first half of 2020 (€1,804 million). The increase primarily reflects the recovery in traffic recorded by the Abertis group's motorway operators (up €439 million), which includes the contributions from RCO (Mexico) and ERC (USA), consolidated in the first half of 2020 and at the end of December 2020, respectively. The figure also reflects the negative impact of adverse average currency movements in the first half of 2021 compared with the comparative period, affecting above all the Brazilian real.
There was also an increase of €23 million in toll revenue at other overseas motorway operators (traffic was up 18% in Chile, 9.5% in Brazil and 14.9% in Poland), after exchange rate movements.
Aviation revenue is down €56 million compared to the first half of 2020 (-41%), primarily due to the fall in traffic at Aeroporti di Roma (passenger traffic is down 56.5%) due to the restrictions on movement imposed in response to the Covid-19 pandemic throughout the first half of 2021.
| €M | 1H 2021 | 1H 2020 | Increase/ (decrease) |
|---|---|---|---|
| Airport fees | 47 | 90 | -43 |
| Centralised infrastructure | 2 | 4 | -2 |
| Security services | 24 | 35 | -11 |
| Other | 9 | 9 | - |
| Aviation revenue | 82 | 138 | -56 |
An analysis of revenue from construction services is shown below.
| €M | 1H 2021 | 1H 2020 | Increase/ (decrease) |
|---|---|---|---|
| Revenue from construction services – government grants and external costs |
266 | 257 | 9 |
| Capitalised staff costs – construction services for which additional economic benefits are received |
5 | 12 | -7 |
| Revenue from construction services – capitalisation of financial expenses | 10 | 8 | 2 |
| Revenue from construction services | 281 | 277 | 4 |
Revenue from construction services is broadly in line with the first half of 2020 and is primarily attributable to the Abertis group's operators in Brazil (€104 million) and France (€39 million) and Aeroporti di Roma (€63 million).
In the first half of 2021, the Group carried out additional construction services for which no additional benefits are received, amounting to €16 million, net of related government grants, for which the Group made use of a portion of the specifically allocated "Provisions for construction services required by contract". Uses of these provisions are classified as a reduction in operating costs for the period, as explained in note 8.10.
An analysis of other revenue is provided below.
| €M | 1H 2021 | 1H 2020 | Increase/ (decrease) |
|---|---|---|---|
| Revenue from sub-concessions | 76 | 100 | -24 |
| Revenue from Telepass and Viacard fees | 84 | 83 | 1 |
| Maintenance revenue | - | 15 | -15 |
| Other revenue from motorway operation | 1 | 11 | -10 |
| Damages and compensations | 16 | 14 | 2 |
| Revenue from products related to the airport business | 9 | 13 | -4 |
| Refunds | 12 | 11 | 1 |
| Revenue from the sale of technology devices and services | 72 | 66 | 6 |
| Advertising revenue | 1 | 2 | -1 |
| Other income | 169 | 183 | -14 |
| Other revenue | 440 | 498 | -58 |
Other revenue of €440 million is down €58 million compared with the first half of 2020 (€498 million), primarily due to the deconsolidation of ETC, which was sold in July 2020. There was also a reduction in other revenue at Aeroporti di Roma, reflecting declines in retail, property, car park and advertising revenue, offset by increased revenue at the Abertis group, partly due to changes in its scope of consolidation.
Details of the cost of raw and consumable materials are shown in the following table:
| €M | 1H 2021 | 1H 2020 | Increase/ (decrease) |
|---|---|---|---|
| Construction materials | -18 | -22 | 4 |
| Electrical and electronic materials | - | -1 | 1 |
| Lubricants and fuel | -15 | -13 | -2 |
| Other raw and consumable materials | -17 | -19 | 2 |
| Cost of materials | -50 | -55 | 5 |
| Change in inventories of raw, ancillary and consumable materials and goods for resale |
3 | 2 | 1 |
| Raw and consumable materials | -47 | -53 | 6 |
This item, which consists of purchases of materials and the change in inventories of raw and consumable materials, is broadly in line with the first half of 2020. The total primarily includes the contributions from the Abertis group (€18 million), mainly from its Italian operators (€8 million) and French operators (€5 million), from the Aeroports de la Cote d'Azur group (€11 million) and from the Aeroporti di Roma group (€9 million).
An analysis of service costs is provided below.
| €M | 1H 2021 | 1H 2020 | Increase/ (decrease) |
|---|---|---|---|
| Construction and similar | -471 | -434 | -37 |
| Professional services | -59 | -69 | 10 |
| Transport and similar | -5 | -6 | 1 |
| Utilities | -25 | -24 | -1 |
| Insurance | -28 | -21 | -7 |
| Statutory Auditors' fees | -1 | -1 | - |
| Other services | -157 | -155 | -2 |
| Service costs | -746 | -710 | -36 |
Service costs of €746 million are up €36 million, primarily reflecting an increase in construction and similar costs recorded by Abertis group companies (€35 million) as a result of changes in the scope of consolidation.
An analysis of staff costs is shown below.
| €M | 1H 2021 | 1H 2020 | Increase/ (decrease) |
|---|---|---|---|
| Wages and salaries | -255 | -274 | 19 |
| Social security contributions | -81 | -83 | 2 |
| Payments to supplementary pension funds, INPS and post-employment benefits |
-8 | -8 | - |
| Directors' remuneration | -3 | -3 | - |
| Other staff costs | -50 | -30 | -20 |
| Staff costs | -397 | -398 | 1 |
Staff costs of €397 million are broadly in line with the first half of 2020, given that the following movements offset each other:
The following table shows the average number of the Group's employees, including staff employed by the ASPI group:
| Average workforce | 1H 2021 | 1H 2020 | Increase/ (decrease) |
|---|---|---|---|
| Senior managers | 405 | 392 | 13 |
| Middle managers and administrative staff | 10,837 | 11,146 | -309 |
| Toll collectors | 7,386 | 7,700 | -314 |
| Other operating personnel | 10,569 | 10,264 | 305 |
| Total Atlantia Group | 29,197 | 29,502 | -305 |
An analysis of other operating costs is shown below.
| €M | 1H 2021 | 1H 2020 | Increase/ (decrease) |
|---|---|---|---|
| Concession fees | -39 | -38 | -1 |
| Lease expense | -11 | -13 | 2 |
| Grants and donations | - | -6 | 6 |
| Direct and indirect taxes | -110 | -109 | -1 |
| Other | -25 | -21 | -4 |
| Other operating costs | -135 | -136 | 1 |
| Other capitalised costs | -1 | 1 | -2 |
| Other costs | -186 | -186 | - |
Other costs of €186 million are in line with the comparative period and primarily regard direct and indirect taxes payable by the French operators in the form of property taxes and for the use of motorway infrastructure (totalling €64 million) and by the Spanish operators in the form of indirect property taxes (€28 million).
The balance, which resulted in net expenses in the two comparative periods, is up €33 million. This primarily reflects lower provisions made by the Abertis group for the repair of motorway infrastructure.
This item, amounting to €16 million, is broadly unchanged with respect to 2020. It represents the indirect adjustment to construction costs classified by nature and incurred by the motorway operators, above all the Abertis group's operators whose concession arrangements provide for such obligations. Further information on construction services and capital expenditure during the period is provided in notes 7.2 and 8.3.
The reduction reflects the impairment losses, recognised in the first half of 2020, on the goodwill allocated to Aéroports de la Côte d'Azur, amounting to €94 million, and on the intangible assets deriving from concession rights of the Italian operator, A4 Brescia-Padova, amounting to €109 million.
An analysis of financial income and expenses is shown below.
| €M | 1H 2021 | 1H 2020 | Increase/ (decrease) |
|---|---|---|---|
| Financial income accounted for as an increase in financial assets deriving from concession rights and government grants |
120 | 129 | -9 |
| Dividends received from investees accounted for at fair value | 45 | 70 | -25 |
| Income from derivative financial instruments | 129 | 124 | 5 |
| Financial income accounted for as an increase in financial assets | 20 | 24 | -4 |
| Interest and fees receivable on bank and post office deposits | 15 | 16 | -1 |
| Gain on the sale of investments | - | 35 | -35 |
| Release of provisions for expected credit losses | 1 | - | 1 |
| Other | 83 | 152 | -69 |
| Other financial income | 248 | 351 | -103 |
| Total financial income (a) | 413 | 550 | -137 |
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-10 | -14 | 4 |
| Interest on bonds | -286 | -201 | -85 |
| Interest on medium/long-term borrowings | -190 | -182 | -8 |
| Losses on derivative financial instruments | -140 | -197 | 57 |
| Interest expense on lease liabilities | -3 | -2 | -1 |
| Interest expense accounted for an increase in financial liabilities | -28 | -10 | -18 |
| Interest and fees payable on bank and post office deposits | -2 | - | -2 |
| Impairment losses on financial assets | -23 | -213 | 190 |
| Net financial expenses resulting from hyperinflation (IAS 29) | -36 | -28 | -8 |
| Other expenses | -100 | -122 | 22 |
| Other financial expenses | -808 | -955 | 147 |
| Total financial expenses (b) | -818 | -969 | 151 |
| Foreign exchange gains/(losses) (c) | -15 | 8 | -23 |
| Financial income/(expenses) (a+b+c) | -420 | -411 | -9 |
Other financial expenses net of other financial income as at 30 June 2021, totalling €560 million, are down €44 million compared with the first half of 2020 (€604 million), essentially reflecting a combination of the following:
a) a reduction of €103 million in other financial income compared with the first half of 2020, which included the gain on the sale of Alis and interest income on tax refunds collected by the Abertis group in Spain;
The profit of €3 million for the first half of 2021 (a loss of €26 million for the first half of 2020) marks an improvement of €29 million, essentially reflecting the contribution from the Abertis group's associates.
Comparison of the income tax benefit and expense for the two comparative periods is shown below.
The tax benefit amounts to €144 million, a difference of €65 million compared with the first half of 2020 (income tax benefit of €209 million). This is broadly linked to the reduction in the pre-tax loss reported by Group companies following the relaxation of the restrictions imposed in response to the Covid-19 pandemic.
| €M | 1H 2021 | 1H 2020 | Increase/ (decrease) |
|---|---|---|---|
| IRES | 49 | 60 | -11 |
| IRAP | -2 | -2 | - |
| Income taxes attributable to foreign operations | -182 | -110 | -72 |
| Current tax benefit of tax loss carry-forwards | 4 | 4 | - |
| Current tax expense | -131 | -48 | -83 |
| Recovery of previous years' income taxes | 3 | 11 | -8 |
| Previous years' income taxes | -1 | -2 | 1 |
| Differences on current tax expense for previous years | 2 | 9 | -7 |
| (Increases)/Decreases recognised in profit or loss | -52 | -34 | -18 |
| Changes in prior year estimates | 1 | -1 | 2 |
| Deferred tax income | -51 | -35 | -16 |
| Increases/(Decreases) recognised in profit or loss | 341 | 279 | 62 |
| Change in rates | -17 | 4 | -21 |
| Deferred tax expense | 324 | 283 | 41 |
| Deferred tax income/(expense) | 273 | 248 | 25 |
| Income tax (expense)/benefit | 144 | 209 | -65 |
The profit/(loss) from discontinued operations reflects the reclassification of the ASPI group in accordance with IFRS 5, as described in detail in note 6.1.
The following table shows the calculation of basic and diluted earnings/(loss) per share for the two comparative periods.
| 1H 2021 | 1H 2020 | |
|---|---|---|
| Weighted average number of shares outstanding | 825,783,990 | 825,783,990 |
| Weighted average number of treasury shares in portfolio | -6,959,693 | -7,772,693 |
| Weighted average of shares outstanding for calculation of basic earnings per share | 818,824,297 | 818,011,297 |
| Weighted average number of diluted shares held under share-based incentive plans | 96,172 | - |
| Weighted average of all shares outstanding for calculation of diluted earnings per share | 818,920,469 | 818,011,297 |
| Profit/(loss) for the period attributable to owners of the parent (€m) | 34 | -772 |
| Basic earnings/(loss) per share (€) | 0.04 | -0.95 |
| Diluted earnings/(loss) per share (€) | 0.04 | -0.95 |
| Profit/(Loss) from continuing operations attributable to owners of the parent (€m) | -138 | -324 |
| Basic earnings/(loss) per share from continuing operations (€) | -0.17 | -0.40 |
| Diluted earnings/(loss) per share from continuing operations (€) | -0.17 | -0.40 |
| Profit/(Loss) from discontinued operations attributable to owners of the parent (€m) | 172 | -448 |
| Basic earnings/(loss) per share from discontinued operations (€) | 0.21 | -0.55 |
| Diluted earnings/(loss) per share from discontinued operations (€) | 0.21 | -0.55 |
Since the end of February 2020, the restrictions on movement, imposed by many governments in response to the global spread of the Covid-19 pandemic, have resulted in significant reductions in the volumes of traffic using the motorways and airports operated under concession by the Group. The impact has differed depending on geographical area, primarily linked to the timing of the spread of the pandemic and the different restrictive measures adopted in the various countries.
| Toll motorways | Airports | |||||||
|---|---|---|---|---|---|---|---|---|
| Italy (ASPI) |
Spain (Abertis) |
France (Abertis) |
Brazil (Atlantia + Abertis) |
Chile (Atlantia + Abertis) |
Mexico (Abertis) |
Italy (ADR) |
France (ACA) |
|
| km travelled |
km travelled |
km travelled |
km travelled |
km travelled |
km travelled |
Passengers | Passengers | |
| January | -36.3% | -38.4% | -22.4% | -6.0% | -14.7% | -8.9% | -89.3% | -73.2% |
| February | -28.5% | -37.5% | -22.4% | -5.4% | -11.7% | -9.1% | -88.5% | -76.0% |
| March | -10.8% | -20.1% | -9.8% | -1.8% | -3.2% | -1.8% | -84.0% | -72.1% |
| April | 10.7% | 0.3% | 6.8% | 6.5% | 3.3% | 9.4% | -77.5% | -64.1% |
| May | 26.3% | 19.9% | 20.7% | 11.1% | 14.1% | 16.5% | -69.1% | -48.4% |
| June | 25.2% | 26.7% | 19.1% | 12.4% | 22.6% | 18.5% | -56.5% | -28.3% |
| Progressive % change (From 1 January 2021 – to 30 June 2021) |
25.2% | 26.7% | 19.1% | 12.4% | 22.6% | 18.5% | -56.5% | -28.3% |
In terms of the performance of the infrastructure operated under concession by the Atlantia Group in the first half of 2021 compared with 2020, the figures show that the airports business was the hardest hit, with passenger traffic down 50.1% as a result of the significant restrictions on movement between countries throughout the world.
Motorway traffic, on the other hand, has seen a generalised recovery (up 22.5%), with the most significant improvements recorded in Spain (26.7%), Italy (25.2%) and Chile (22.6%).
In addition, as required by the Public Statement from ESMA and the Warning Notice from CONSOB, the impact of the Covid-19 pandemic was also taken into account when assessing indicators of impairment. The assessment did not reveal impairment indicators for the CGUs representing the Group's motorway and airport operators or for investments in unconsolidated companies.
1 In accordance with the Public Statement della European Securities and Markets Authority (ESMA) on 28 October 2020, and Warning Notice 1/2021 issued by the CONSOB on 16 February 2021, this section provides the disclosure on the impact of the Covid-19 pandemic.
Cash flows during the first half of 2021 resulted in a reduction of €861 million in net cash and cash equivalents (an increase of €3,410 million in the first half of 2020).
Operating activities generated cash flows of €1,203 million in the first half of 2021, up €232 million compared with the first half of 2020 (€971 million). This essentially reflects:
Cash used in investing activities, totalling €119 million in first half of 2021, includes:
This item is down €1,773 million compared with the first half of 2020, which primarily included (i) capital expenditure of €633 million, (ii) the outflows linked to the acquisition of control of the Mexican group, RCO, amounting to €1,193 million, (iii) the proceeds from the sale of Alis, totalling €152 million, and (iv) the cash outflow relating to investment in financial assets, totalling €303 million, essentially reflecting an increase in term deposits (€125 million) and the discounting to present value of financial assets deriving from concession rights (€130 million).
Net cash used in financing activities in the first half of 2021 amounts to €1,977 million, broadly reflecting:
Net cash from financing activities in the first half of 2020, totalling €4,400 million, broadly reflected the impact of the cash flows generated by liability management, amounting to €4,636 million (the result of bond issues and new borrowings amounting to €7,848 million and total repayments of €3,451 million), partially offset by the payment of dividends and the distribution of reserves to non-controlling shareholders, amounting to €236 million.
Details of movements in financial liabilities are provided in note 7.15.
Details of the net cash flows used for and generated from assets held for sale and discontinued operations, which essentially include the contribution from ASPI group companies for both comparative periods, are provided above in note 6.1. These flows are included in the consolidated statement of cash flows within the scope of cash flows from or for operating, investing and financing activities.
The management of financial risks plays a central role in the Atlantia Group's decision-making and risk management process, with a view to enabling the creation of value for the organisation and for its stakeholders by achieving a correct balance between the assumption of risk and the profitability of the business.
In keeping with Atlantia's role as a strategic investment holding company, the financial risk management process is closely linked with the manner in which consolidated companies manage their finances, as this can directly and indirectly impact Atlantia.
For this reason, Atlantia aims to ensure the adoption within the Group of principles, criteria and tools for use in identifying, measuring, monitoring and managing the financial risks that can directly and indirectly impact Atlantia, based on best practices in financial risk management. At the same time, the Parent aims to foster an independent, responsible approach to risk management within consolidated companies.
The Atlantia Group is exposed to the following financial risks regarding:
This section provides details of the financial risks to which the Atlantia Group is exposed and the related strategies and hedging instruments.
Financial planning risk regards the risk arising from the failure to plan for and define, or to plan and define in an adequate and timely manner, an entity's financial needs and balance between debt and equity, with a potential impact on the entity's operating results, financial position and cash flows and on the sustainability of its business.
The management of financial planning risk aims to ensure that the planning process is fit for purpose and timely, that financing activities are appropriately planned and a balanced capital structure maintained in order to safeguard profitability and compliance with the minimum ratings and earnings targets included in financial covenants.
Financial market risk regards the risk arising from failure to assess, or to assess in an adequate and timely manner, financial market trends (including in relation to sustainability requirements) with an impact during the issue of bonds or the arrangement of bank borrowings.
The main aim in managing financial market risk is to minimise the execution risk associated with new bond issues and new bank borrowings, by monitoring the capital and banking markets.
Liquidity risk regards the risk arising from failed, inadequate or untimely planning for financial needs, such as, for example, those resulting from day-to-day operations, new investments, the early repayment of debt or the refinancing of debt, adding to pressure on available liquidity.
The main aim in managing liquidity risk is to ensure the entity's ability to meet its financial needs through the correct sizing, timing and allocation (cash and cash equivalents, committed credit facilities, etc.) of cash reserves.
With regard to the Group's financial needs, as at 30 June 2021, the debt of Atlantia Group companies falling due in the next 12 months amounts to €3,827 million, including €1,363 million attributable to Autostrade per l'Italia group companies (discontinued operations in accordance with IFRS 5). Atlantia has no debt falling due before September 2023 (€750 million in Term Loans).
With regard to available financial resources, the Group believes that its ability to generate cash, the ample diversification of its sources of funding (following the successful market placement of €3,436 million in bonds and €750 million in hybrid bonds in the first half of 2021) and the availability of committed and uncommitted credit facilities provides access to sufficient sources of finance to meet its projected financial needs.
As at 30 June 2021, after stripping out the ASPI group, Group companies have estimated cash reserves of €12,453 million, consisting of:
Details of drawn and undrawn committed lines of credit are shown below:
| €M | Drawdown | 30 June 2021 | |||||
|---|---|---|---|---|---|---|---|
| Borrower | Counterparty | period expires |
Final maturity |
Agreed amount |
Of which drawn |
Of which undrawn |
|
| Atlantia | Revolving Line 4 July 2018 | 04/06/2023 | 04/07/2023 | 1,250 | - | 1,250 | |
| Abertis Infraestructuras | Citi | 31/08/2021 | 30/09/2021 | 100 | - | 100 | |
| Abertis Infraestructuras | Mizuho | 06/06/2022 | 06/07/2022 | 100 | - | 100 | |
| Abertis Infraestructuras | Natixis | 30/06/2022 | 30/07/2022 | 100 | - | 100 | |
| Abertis Infraestructuras | HSBC | 01/07/2022 | 31/07/2022 | 100 | - | 100 | |
| Abertis Infraestructuras | ING | 22/08/2022 | 21/09/2022 | 100 | - | 100 | |
| Abertis Infraestructuras | CaixaBank | 07/09/2022 | 07/10/2022 | 150 | - | 150 | |
| Abertis Infraestructuras | Société Générale | 02/01/2023 | 01/02/2023 | 150 | - | 150 | |
| Abertis Infraestructuras | Sabadell Atlantico | 12/12/2022 | 12/03/2023 | 100 | - | 100 | |
| Abertis Infraestructuras | BNP Paribas | 18/03/2023 | 17/04/2023 | 100 | - | 100 | |
| Abertis Infraestructuras | Goldman Sachs | 15/06/2023 | 15/07/2023 | 100 | - | 100 | |
| Abertis Infraestructuras | Calyon / C. Agricole | 22/04/2023 | 21/07/2023 | 100 | - | 100 | |
| Abertis Infraestructuras | CaixaBank | 02/08/2023 | 31/10/2023 | 350 | - | 350 | |
| Abertis Infraestructuras | Sumitomo | 22/11/2023 | 22/12/2023 | 100 | - | 100 | |
| Abertis Infraestructuras | BBVA | 21/01/2024 | 20/02/2024 | 200 | - | 200 | |
| Abertis Infraestructuras | Abanca | 29/12/2023 | 28/03/2024 | 100 | - | 100 | |
| Abertis Infraestructuras | Commerzbank | 03/01/2024 | 02/04/2024 | 75 | - | 75 | |
| Abertis Infraestructuras | Barclays Bank | 18/03/2024 | 17/04/2024 | 150 | - | 150 | |
| Abertis Infraestructuras | Santander | 21/03/2024 | 20/04/2024 | 450 | - | 450 | |
| Abertis Infraestructuras | Unicredito Grupo | 01/07/2024 | 31/07/2024 | 150 | - | 150 | |
| Abertis Infraestructuras | MUFG Bank | 31/08/2024 | 30/09/2024 | 98 | - | 98 | |
| Abertis Infraestructuras | ICBC | 11/08/2024 | 09/11/2024 | 50 | - | 50 | |
| Abertis Infraestructuras | Intesa San Paolo | 09/02/2025 | 11/03/2025 | 200 | - | 200 | |
| HIT | Syndicated Loans | 01/08/2022 | 30/10/2022 | 200 | - | 200 | |
| HIT | Syndicated Loans | 30/01/2026 | 30/04/2026 | 200 | - | 200 | |
| HIT | Syndicated Loans | 01/08/2024 | 30/10/2024 | 600 | - | 600 | |
| Sanef | Syndicated Loans | 09/09/2022 | 09/10/2022 | 100 | - | 100 | |
| Autostrada Bs Vr Vi Pd SpA Intesa San Paolo | 30/06/2024 | 30/09/2024 | 50 | - | 50 | ||
| A4 Holding | Santander | 28/12/2022 | 27/01/2023 | 15 | - | 15 | |
| A4 Holding | Santander | 12/06/2022 | 12/07/2022 | 10 | - | 10 | |
| Arteris Via Paulista | BNDES | 31/12/2027 | 15/09/2045 | 616 | 142 | 474 | |
| Fernão Dias | BNDES | 15/09/2026 | 15/12/2029 | 31 | 19 | 12 | |
| Planalto Sul | BNDES | 15/09/2026 | 15/03/2027 | 6 | 5 | 1 | |
| RCO | Santander | 10/12/2033 | 10/06/2034 | 84 | 36 | 48 | |
| Aeroporti di Roma | Committed Revolving Facility | 11/04/2023 | 11/07/2023 | 250 | - | 250 | |
| Lines of credit | 6,535 | 202 | 6,333 |
The financial tensions caused by the restrictions on movement imposed numerous governments in response to the spread of the Covid-19 pandemic and the consequent impact on traffic and the results of the Atlantia Group's operators, could have a negative impact on certain operators' liquidity.
At the date of preparation of this document, there are no significant problems in terms of liquidity, also given the proven ability of Group companies to access the financial markets. Each Group company is continuing to monitor developments and to assess the option of accessing new lines of credit available on the market.
Guarantee risk relates to the failure to manage, or to manage in an adequate and timely manner, guarantees, with a potential impact on the financial position and the risk of enforcement of guarantees provided to third parties.
The main aim in managing guarantee risk is to monitor the process of issuing guarantees and mitigate the risk of enforcement of the guarantees provided.
Information on guarantees provided is given in note 10.2, "Guarantees", in which the underlying transactions and the steps taken to monitor and manage the various positions are described.
Financial contract risk regards the risk of failure to assess, or to assess in an adequate and timely manner, the ability to comply with covenants and other contractual undertakings when assuming commitments or when managing them. This could result in the inability to draw down credit lines, early repayment obligations and/or limitations on operations.
The main aims in managing financial contract risk are i) to prevent the risk of the inability to draw down credit lines, the risk of early repayment and/or limitations on operations; and ii) to prevent potential negative effects of the failure to comply with covenants.
With regard to the risk of early repayment of debt, to covenants and the steps taken to monitor and manage the related situation, key terms and conditions attaching to the Group's borrowings are described below. Material aspects of Autostrade per l'Italia's loan agreements are provided in note 6.1. In this regard, the share purchase agreement entered into by Atlantia in connection with the sale of its 88.06% stake in Autostrade per l'Italia to the Consortium consisting of CDP Equity, Blackstone and MIRA includes a condition precedent requiring the receipt of waivers from certain of the ASPI group's lenders - including with regard to the release of guarantees provided by Atlantia – and a number of Atlantia's creditor banks.
In line with internationally recognised practice, Atlantia's loan agreements and bond issues include provisions requiring early repayment in the following cases:
g) financial covenant (as described below).
With regard to the risk of cross-acceleration linked to potential requests from the EIB and CDP for early repayment by ASPI, further information is provided in note 9.2 in the consolidated financial statements as at and for the year ended 31 December 2020.
A number of the Group's long-term borrowings include negative pledge provisions, in line with international practice. Under these provisions, it is not possible to create or maintain (unless required to do so by law) collateral guarantees on all or a part of any proprietary assets, with the exception of project debt. The above agreements also require compliance with certain financial covenants.
The method of selecting the variables to compute the ratios is specified in detail in the relevant loan agreements. Breach of these covenants, at the relevant measurement dates, could constitute a default event and result in the lenders calling in the loans, requiring the early repayment of principal, interest and of further sums provided for in the agreements.
Excluding those contained in the terms of loan agreements and bond issues attributable to the ASPI group, the most important covenants are described below:
this indicator calculated at an aggregate level with Aéroports de la Côte D'Azur); these indicators will be tested from December 2022 to December 2023;
d) in SANEF's case, a number of loan agreements require compliance with a maximum threshold for "net debt/EBITDA" and a minimum threshold for the interest coverage ratio.
As a result of the negative impact of Covid-19 on the operating results and financial position of Group companies, a number of them successfully requested their respective lenders to grant them, on a precautionary and preventive basis, covenant holidays at the measurement date of 31 December 2020 and, where suitable, at subsequent measurement dates. Aeroporti di Roma was granted an extension of its covenant holidays through to the measurement date of 31 December 2021 included (for the EIB and CDP loans) and through to the measurement date of 30 June 2022 included (for its other bank borrowings).
Group companies will monitor the level of traffic and the implementation of mitigating actions in the second half of the year, where necessary entering into dialogue with their lenders in order to negotiate further covenant holidays.
Rating risk regards the risk of a downgrade of an entity's credit ratings.
Following the General Meeting of shareholders held on 31 May and Atlantia's subsequent signing of the agreement for the sale of the Parent's entire stake in Autostrade per l'Italia, all the rating agencies have upgraded Atlantia's credit ratings: on 4 June 2021, Fitch placed the ratings of Atlantia, Autostrade per l'Italia and Aeroporti di Roma on Credit Watch Positive; on 7 June 2021, Moody's upgraded the outlook for the ratings of Atlantia, Autostrade per l'Italia and Aeroporti di Roma to Positive; on 22 June, Standard & Poor's upgraded the ratings assigned to Atlantia, Autostrade per l'Italia and Aeroporti di Roma by one notch.
The rating agencies current ratings of Atlantia are as follows:
| Agency | Issuer rating | Rating of bonds issued by Atlantia (holding company) |
|---|---|---|
| RATING AND OUTLOOK |
RATING AND OUTLOOK |
|
| Fitch Rating | BB+ (1) | BB Rating Watch Positive |
| Moody's | Ba2 (2) Positive Outlook |
Ba3 Positive Outlook |
| Standard & Poor's | BB Positive Outlook |
BB Positive Outlook |
(1) "Consolidated rating" for the Atlantia Group.
(2) "Corporate family rating" for the Atlantia Group.
The risk associated with the investment of liquidity regards the failure to assess, or to assess in an adequate and timely manner, the risk of a counterparty default and the risk of movements in the value of liquid investments. The Group manages liquid investment risk in accordance with the prudence principle and in line with best market practices, primarily through recourse to counterparties with high credit ratings and continuous monitoring with the aim of ensuring that there are no significant credit risk concentrations.
The main aims in managing such risk are to mitigate the risk that a counterparty will be unable to meet their obligations and the exposure of liquid investments to movements in market prices, and to achieve an optimal risk/return mix for the investment products in which liquidity is invested.
As at 30 June 2021, there are no outstanding derivatives hedging the risk linked to movements in the value of investments. In May 2021, the Funded Collar derivative (fair value gains of €339 million as at 31 December 2020 and notional value of €448 million) entered into by Atlantia in March 2019 was unwound. This derivative involved 5.6 million shares in Hochtief (representing approximately one third of the total shares held) and aimed to mitigate the shares' exposure to the risk that movements in the market price would take the share price below a certain floor and to benefit from increases in the share price up to a certain cap.
Expected credit losses on individually material items, on the other hand, are recognised when there is objective evidence that the Group will not be able to collect all or any of the amount due. The amount of the losses takes into account estimated future cash flows and the date of collection, any future recovery costs and expenses, and the value of any security and guarantee deposits received from customers. General provisions, based on the available historical and statistical data, are established for items for which specific provisions have not been made.
Interest rate risk regards the failure to manage, or to manage in an adequate and timely manner, movements in interest rates, with an impact on the level of borrowing costs, profitability and the value of financial assets and liabilities, including the impact on gains and losses and on the real value of assets and liabilities generated by movements in market inflation rates. Interest rate risk, as defined above, generally takes two forms:
As at 30 June 2021, the group had entered into cash flow hedges with fair value losses of €312 million and a total notional value of €4,960 million.
As at 30 June 2021, the Group reports fair value losses of €113 million (corresponding with a notional value of €1,346 million) on Interest Rate Swaps (IRSs) classified as cash flow hedges in compliance with IFRS 9. These primarily relate to Forward-Starting IRSs hedging the expected future financial liabilities of Aeroporti di Roma and Azzurra Aeroporti.
The hedging instruments and the underlying financial liabilities, including future financial liabilities, have matching terms to maturity and notional amounts.
The Interest Rate Swaps classified as no longer qualifying for hedge accounting as at 30 June 2021 essentially regard Atlantia and Azzurra Aeroporti (fair value losses of €147 million and €45 million, respectively, as at 30 June 2021).
Since the consolidated financial statements for 2019, bond issues by Atlantia and Autostrade per l'Italia in 2020 and 2021 are considered no longer highly probable. As a result, the related Forward-Starting Interest Rate Swaps have been reclassified as no longer qualifying for hedge accounting.
Subsequently, at the same time as the bond issues carried out by Atlantia, in February 2021, the Forward-Starting IRSs were unwound (a notional value of €1,150 million, with a fair value as at 31 December 2020 of €152 million). In addition, in June 2020 and January 2021, Atlantia posted two cash collaterals via the execution of a Credit Support Annexes (CSAs) guaranteeing, through to maturity, the credit exposure of the Parent's financial counterparties to movements in the fair value of outstanding IRSs, with a notional value of €1,850 million and fair value losses of €147 million as at 30 June 2021. This represents Atlantia's entire portfolio of IRSs.
In addition, a portion of the losses taken to Atlantia's hedging (€62 million) has been reclassified to profit or loss, primarily in relation to issues formerly expected to take place in 2021 but that are now considered no longer necessary in the light of the Parent's changed financial outlook.
Following the bond issue of July 2020, Azzurra Aeroporti's Interest Rate Swaps have been partially reclassified as no longer qualifying for the application of hedge accounting, in accordance with IFRS 9 (fair value losses as at 30 June 2021 of €38 million). The company has also entered into Offsetting Interest Rate Swaps designed to eliminate interest rate risk arising from existing IRSs, in the absence of an underlying linked to floating interest rates (fair value losses of €7 million as at 30 June 2021).
Finally, derivatives attributable to Autostrade per l'Italia have been reclassified to assets related to discontinued operations in accordance with IFRS 5. These regard Interest Rate Swaps (with a notional value of €626 million and fair value losses of €77 million as at 30 June 2021) and Forward-Starting Interest Rate Swaps on future financial liabilities (with a total notional value of €3,350 million, including €3,000 million entered into in 2021, and fair value losses of €12 million as at 30 June 2021).
The Group has also entered into derivatives embedded in certain borrowings and classified among the instrument not qualifying for hedge accounting. These are attributable to Telepass and have a notional value of €100 million, with fair value losses as at 30 June 2021 amounting to €1 million.
After stripping out the Autostrade per l'Italia group's contribution, fixed rate debt represents 77.8% of the total and, after taking into account interest rate hedges, 80.7% of the total.
In order to hedge against interest rate risk, the Group primarily engages with counterparties with high credit ratings and continuously monitors the situation to ensure that there are no significant concentrations of counterparty risk.
In addition, as required by the amendment to IFRS 9, the following table shows details of derivatives qualifying for the application of hedge accounting potentially affected by the IBOR reform. Further information on outstanding derivative financial instruments is provided below.
| €M Category |
Company (1) | Type | Maturity | Notional | Rate |
|---|---|---|---|---|---|
| Interest Rate Swap | 2026 | 8 | Euribor | ||
| Interest Rate Swap | 2027 | 7 | Euribor | ||
| Aéroports de la Côte d'Azur | Interest Rate Swap | 2029 | 5 | Euribor | |
| Interest Rate Swap | 2030 | 9 | Euribor | ||
| Aeroporti di Roma | Interest Rate Swap | 2032 | 300 | Euribor | |
| Azzurra Aeroporti | Interest Rate Swap | 2041 | 653 | Euribor | |
| Cross Currency Swap | 2021 | 48 | USD Libor(2) | ||
| Cross Currency Swap | 2022 | 49 | USD Libor(2) | ||
| Cash flow hedges | Cross Currency Swap | 2023 | 100 | Euribor; USD Libor | |
| Cross Currency Swap | 2026 | 467 | Euribor; GBP Libor(2) | ||
| Cross Currency Swap | 2026 | 144 | USD Libor(2) | ||
| Abertis group | Cross Currency Swap | 2039 | 154 | Euribor; JPY Libor(2) | |
| Interest Rate Swap | 2023 | 56 | Euribor | ||
| Interest Rate Swap | 2024 | 79 | Euribor | ||
| Interest Rate Swap | 2025 | 89 | Euribor | ||
| Interest Rate Swap | 2034 | 60 | Euribor | ||
| Net investment hedges | Abertis group | Cross Currency Swap | 2022 | 44 | Euribor |
(1) Derivatives not indexed to IBOR and held by the Brazilian, Chilean and Mexican companies, having a total notional value of €296 million, have been excluded, as well as derivatives held by Autostrade per l'Italia and Pavimental with a total notional value of €4,895 million.
(2) Potential impact on fair value measurement (using the present value method).
With regard to application of the above amendment, the following should be noted:
As required by IFRS, if the conditions allowing continuation of the hedging relationship should cease to exist, the Group will reclassify accumulated gains and losses on the derivative financial instruments previously accounted for as hedges to profit or loss.
Currency risk regards the failure to manage, or to manage in an adequate and timely manner, fluctuations in exchange rates with an impact on investments and dividends and on trading and financial assets and liabilities denominated in currency.
The Group's main aim in managing currency risk is to minimise cash flow volatility over the short and medium/long term through the use of appropriate hedges and to limit any negative effects linked to the acquisition or assumption of financial assets or liabilities.
As at 30 June 2021, fair value losses on currency risk hedges amount to €190 million, whilst the total notional value is €2,046 million. The hedges have been entered into by the Abertis group (fair value losses of €169 million, linked to Cross Currency Swaps classified as cash flow hedges, net of Cross Currency Swaps designated as net investment hedges with fair value gains of €36 million), Aeroporti di Roma (fair value losses of €90 million) and Atlantia (fair value gains of €33 million).
With regard to these latter instruments, it should be remembered that, in January 2020, Atlantia assigned the Romulus bonds with a nominal value of £215 million issued by Aeroporti di Roma, recognising the subsidiary's resulting liability in the consolidated financial statements. As part of this transaction, Atlantia entered into Cross Currency Offset Swaps with the same notional value in sterling as the above CCSs (originally entered into to hedge interest and currency risk associated with the underlying in foreign currency), in order to neutralise the impact of fluctuations in the exchange rate on the fair value and on the related cash flows from the date of assignment of the bonds.
Finally, Autostrade per l'Italia has entered into Cross Currency Swaps (with a fair value of €59 million as at 30 June 2021), with notional values and maturities equal to those of the underlying financial liabilities, with the aim of eliminating the currency risk associated with the sterling and yen denominated bonds transferred to Autostrade per l'Italia as a result of an issuer substitution. These derivatives have been reclassified to assets related to discontinued operations in accordance with IFRS 5.
In order to hedge against currency risk, the Group primarily engages with counterparties with high credit ratings and continuously monitors the situation to ensure that there are no significant concentrations of counterparty risk.
24% of the Group's debt is denominated in currencies other than the euro.
Payment operations risk regards the failure to approve and make payments and manage ordinary due dates, or their inadequate and untimely approval, execution and management.
Atlantia has adopted a risk management policy in line with best market practices in order to ensure that it has an effective and efficient system for approving and making payments.
The following table summarises outstanding derivative financial instruments as at 30 June 2021 (compared with 31 December 2020) and shows the corresponding market and notional values.
| 30 June 2021 | 31 December 2020 | ||||
|---|---|---|---|---|---|
| €M Type |
Hedged risk | Fair value gains/ (losses) |
Notional value |
Fair value gains/ (losses) |
Notional value |
| Cash flow hedges (1) (2) | |||||
| Cross Currency Swaps | Currency rate risk | -169 | 1,134 | -417 | 1,783 |
| Interest Rate Swaps | Interest rate risk | -113 | 1,346 | -233 | 1,785 |
| Cash flow hedges | -282 | 2,480 | -650 | 3,568 | |
| Fair value hedges (1) (2) | |||||
| IPCA x CDI Swaps | Interest rate risk | 2 | 44 | 4 | 41 |
| Collar | Shares | - | - | 339 | 448 |
| Fair value hedges | 2 | 44 | 343 | 489 | |
| Net investment in a foreign operation (1) (2) | |||||
| Cross Currency Swaps | Currency rate risk | 36 | 44 | 109 | 106 |
| Net investment in a foreign operation | 36 | 44 | 109 | 106 | |
| Non-hedge accounting derivatives (1) (2) | |||||
| Cross Currency Swaps | Currency rate risk | -57 | 867 | -120 | 1,016 |
| Interest Rate Swaps | Interest rate risk | -192 | 3,413 | -617 | 6,650 |
| Derivatives embedded in borrowings | Interest rate risk | -1 | 100 | -2 | 119 |
| IPCA x CDI Swaps | Interest rate risk | -9 | 58 | -13 | 54 |
| Non-hedge accounting derivatives | -258 | 4,438 | -752 | 7,840 | |
| TOTAL | -502 | 7,006 | -950 | 12,002 | |
| Fair value (asset) | 82 | 500 | |||
| Fair value (liability) | -584 | -1,450 |
(1) The fair value of derivatives excludes accruals at the measurement date.
(2) As at 30 June 2021, the ASPI group's derivatives have been reclassified to assets and liabilities held for sale.
The fair value gain of €448 million primary reflects the reclassification of Autostrade per l'Italia and its subsidiaries as at 30 June 2021 to assets and liabilities held for sale in accordance with IFRS 5 (fair value losses of €488 million as at 31 December 2020), the unwinding of Interest Rate Swaps with fair value losses hedging future bond issues carried out by Atlantia in 2021 (a notional value of the unwound derivatives of €1,150 million), Autostrade per l'Italia (a notional value of the unwound derivatives of €1,000 million) and Aeroporti di Roma (a notional value of the unwound derivatives of €400 million), and a general rise in interest rates during the first half of 2021. These positive movements were partially offset by the unwinding, in May 2021, of the Funded Collar on Hochtief shares (fair value gains of €339 million as at 31 December 2020).
The following table shows movements in the fair value of the various categories of derivative financial instruments, specifically indicating the effects accounted for in profit or loss or in comprehensive income.
| Changes in the period | ||||||||
|---|---|---|---|---|---|---|---|---|
| €M | 31 December 2020 |
Net currency translation differences |
Derivatives unwound |
- comprehensi Impact on ve income |
profit or loss Impact on |
discontinued operations cations to Reclassifi |
Other reclas and changes sifications |
30 June 2021 |
| Cash Flow hedges | - | 9 | - | 16 | -2 | -16 | - | 7 |
| Non-current portion | - | 9 | - | 16 | -2 | -16 | - | 7 |
| Fair Value hedges | 343 | - | -344 | 6 | -3 | - | - | 2 |
| Non-current portion | 343 | - | -344 | 6 | -3 | - | - | 2 |
| Net Investment hedges | 109 | - | -72 | -1 | - | - | - | 36 |
| Current portion | 70 | - | -72 | -1 | - | - | 39 | 36 |
| Non-current portion | 39 | - | - | - | - | - | -39 | - |
| Non-hedge accounting | 48 | -11 | - | - | - | - | - | 37 |
| Non-current portion | 48 | -11 | - | - | - | - | - | 37 |
| Derivative assets | 500 | -2 | -416 | 21 | -5 | -16 | - | 82 |
| Cash Flow hedges | 650 | -25 | -40 | -90 | -14 | -360 | 167 | 288 |
| Current portion | 68 | 5 | 4 | - | -4 | -180 | 164 | 59 |
| Non-current portion | 582 | -30 | -44 | -90 | -10 | -180 | 3 | 229 |
| Non-hedge accounting | 800 | -17 | -231 | - | -120 | 31 | -167 | 296 |
| Current portion | 247 | - | -231 | - | -13 | - | - | - |
| Non-current portion | 553 | -17 | - | - | -107 | 31 | -167 | 296 |
| Derivative liabilities | 1,450 | -42 | -271 | -90 | -134 | -329 | - | 584 |
| Total net change | -950 | 40 | -145 | 111 | 129 | 313 | - | -502 |
Sensitivity analysis describes the impact that the interest rate and foreign exchange movements to which the Group is exposed would have had on the consolidated income statement for the first half of 2021 and on equity as at 30 June 2021.
The following outcomes resulted from the analysis carried out:
a) after stripping out Autostrade per l'Italia and its subsidiaries following their reclassification to discontinued operations in accordance with IFRS 5, in terms of interest rate risk, an unexpected and unfavourable 1% shift in market interest rates would, for derivative and non-derivative financial instruments at the reporting date, result in a negative impact on the consolidated income statement, totalling €1,491 million, and on other comprehensive income for the same period, totalling €136 million, before the related taxation, (including the expected change in the fair value of the Abertis group's assets and liabilities with an impact on profit or loss and on other comprehensive income, amounting to €1,341 million and €37 million, respectively);
b) after stripping out Autostrade per l'Italia and its subsidiaries following their reclassification to discontinued operations in accordance with IFRS 5, in terms of currency risk, an unexpected and unfavourable 10% shift in the exchange rate would have resulted in a negative impact on the consolidated income statement, totalling €795 million and on other comprehensive income, totalling €922 million, linked respectively to the change in the net result reported by the Atlantia Group's overseas subsidiaries and changes in the foreign currency translation reserves (including the expected change in the fair value of the Abertis group's assets and liabilities with an impact on profit or loss and on other comprehensive income, amounting to €751 million and €12 million, respectively).
The Atlantia Group's operating segments are identified based on the information provided to and analysed by Atlantia's Board of Directors, which represents the Group's chief operating decision maker, taking decisions regarding the allocation of resources and assessing performance.
Following the signing of the agreement to sell the entire stake in Autostrade per l'Italia to the CDP Consortium consisting of CDP Equity, The Blackstone Group International Partners and Macquarie European Infrastructure Fund 6 on 12 June 2021, in accordance with IFRS 5, the contribution of Autostrade per l'Italia and its subsidiaries to the Group's consolidated accounts has been classified in discontinued operations, as described in greater detail in note 6.1, and thus excluded from the Group's operating segments. As a result, the ASPI Group's contribution is not included in operating revenue or EBITDA, whilst it is included in operating cash flow, capital expenditure and net debt.
In addition, compared with the operating segments presented as at 31 December 2020, the subsidiaries, Pavimental and Pavimental Polska, are included in the Autostrade per l'Italia group following the corporate reorganisation completed in the first half of 2021 (amounts for the first half of 2020, on the other hand, include these companies' contribution in the "Atlantia and other activities" segment).
a) Abertis group: this includes the Spanish, French, Chilean, Brazilian, Argentine, Mexican, Puerto Rican and Indian motorway operators, the operator of the tunnels that cross the Elizabeth River and the Downtown (DTT) and Midtown (MTT) tunnels in the Hampton Roads region (US), the companies that produce and operate tolling systems controlled by Abertis Infraestructuras and, the holding company established at the time of its acquisition: Abertis HoldCo;
2 On 17 June 2021, Atlantia SpA agreed to sell and transfer its 87.14% interest in Fiumicino Energia Srl to Aeroporti di Roma SpA. The transfer of the shares was carried out via a deed of transfer and was effective from 1 July 2021.
A summary of the key financial performance indicators for each segment, identified in accordance with the requirements of IFRS 8, is shown below.
| 1H 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Abertis group | Other overseas motorways |
Aeroporti di Roma group |
la Côte d'Azur Aéroports de group |
Telepass group |
and other activities Atlantia |
discontinued ASPI group - operations |
Consolidation adjustments |
Unallocated items |
consolidated items Total |
|
| External revenue | 2,260 | 254 | 93 | 61 | 122 | 4 | - | -5 | 2,789 | |
| Intersegment revenue | - | - | - | - | - | 1 | - | -1 | - | |
| Total operating revenue | 2,260 | 254 | 93 | 61 | 122 | 5 | - | -6 | 2,789 | |
| EBITDA | 1,554 | 181 | -32 | 8 | 48 | -44 | - | 6 | 1,721 | |
| Amortisation, depreciation, impairment losses and provisions |
-1,646 | -1,646 | ||||||||
| EBIT | 75 | |||||||||
| Financial income/(expenses) | -407 | -407 | ||||||||
| Profit/(Loss) before tax from continuing operations |
-332 | |||||||||
| Income tax benefit/(expense) | 144 | 144 | ||||||||
| Profit/(Loss) from continuing operations |
-188 | |||||||||
| Profit/(Loss) from discontinued operations |
202 | 202 | ||||||||
| Profit/(Loss) for the period | 14 | |||||||||
| Operating cash flow | 1,000 | 173 | -21 | 16 | 41 | -17 | 215 | 12 | 1,419 | |
| Capital expenditure | 216 | 50 | 95 | 19 | 53 | 12 | 376 | 6 | 827 | |
| Net debt | 22,984 | -780 | 1,605 | 981 | 860 | 2,580 | 8,750 | -48 | 36,932 |
| 1H 2020 (restated) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Abertis group | Other overseas motorways |
Aeroporti di Roma group |
la Côte d'Azur Aéroports de group |
Telepass group |
and other activities Atlantia |
discontinued ASPI group - operations |
Consolidation adjustments |
Unallocated items |
consolidated items Total |
|
| External revenue | 1,789 | 229 | 166 | 65 | 111 | 84 | - | -4 | 2,440 | |
| Intersegment revenue | - | - | - | - | - | 5 | - | -5 | - | |
| Total operating revenue | 1,789 | 229 | 166 | 65 | 111 | 89 | - | -9 | 2,440 | |
| EBITDA | 1,108 | 157 | 43 | 6 | 57 | 3 | - | -4 | 1,370 | |
| Amortisation, depreciation, impairment losses and provisions |
-1,693 | -1,693 | ||||||||
| EBIT | -323 | |||||||||
| Financial income/(expenses) | -429 | -429 | ||||||||
| Profit/(Loss) before tax from continuing operations |
-752 | |||||||||
| Income tax benefit/(expense) | 209 | 209 | ||||||||
| Profit/(Loss) from continuing operations |
-543 | |||||||||
| Profit/(Loss) from discontinued operations |
-511 | -511 | ||||||||
| Profit/(Loss) for the period | -1,054 | |||||||||
| Operating cash flow | 754 | 131 | 47 | -15 | 45 | -55 | 205 | - | 1,112 | |
| Capital expenditure | 191 | 76 | 72 | 18 | 35 | 5 | 215 | 21 | 633 | |
| 31 December 2020 (restated) | ||||||||||
| Net debt | 23.843 | -636 | 1,426 | 976 | 557 | 4,612 | 8,557 | -59 | 39,276 |
The following should be noted with regard to the operating segment information presented in the above tables:
and other adjustments from EBITDA. EBIT differs from the item "Operating profit" in the consolidated income statement due to the fact that the capitalised component of financial expenses relating to construction services is not shown in this table, as indicated in note b) above. The relevant amounts total €10 million for the first half of 2021 and €8 million for the first half of 2020;
d) Operating cash flow is calculated as profit for the period + amortisation/depreciation +/- impairment losses/reversal of impairment losses on assets +/- provisions/releases of provisions in excess of requirements and uses of provisions + other adjustments + financial expenses from discontinuing of provisions + dividends received from investees accounted for using equity method +/- the share of profit/(loss) of investees accounted for using equity method in profit or loss +/- (losses)/gains on sale of assets +/- other non-cash items +/- deferred tax assets/liabilities recognised in profit or loss;
Operating revenue, EBITDA, EBIT, operating cash flow, capital expenditure and net debt are not measures of performance defined by IFRS.
Finally, it should be noted that, in the first half of 2021, the Group did not earn revenue from any specific customer in excess of 10% of the Group's total revenue for the period.
The following table shows a breakdown of revenue depending on whether or not it is recognised at a point in time or over time, as required by IFRS 15.
| 1H 2021 | |||||||
|---|---|---|---|---|---|---|---|
| €M | Abertis group |
motorways overseas Other |
Aeroporti di Roma group |
d'Azur group Aéroports de la Côte |
Telepass group |
and other activities Atlantia |
consolidated amount Total |
| Net toll revenue | 2,036 | 231 | - | - | - | - | 2,267 |
| At a point in time | 2,036 | 231 | - | - | - | - | 2,267 |
| Aviation revenue | - | - | 49 | 33 | - | - | 82 |
| At a point in time | - | - | 48 | 33 | - | - | 81 |
| Overtime | - | - | 1 | - | - | - | 1 |
| Other revenue | 224 | 23 | 44 | 28 | 117 | 4 | 440 |
| At a point in time | 172 | 22 | 1 | 12 | 24 | 1 | 232 |
| Over time | 30 | - | 9 | - | 90 | 3 | 132 |
| Out of scope | 22 | 1 | 34 | 16 | 3 | - | 76 |
| Total external revenue | 2,260 | 254 | 93 | 61 | 117 | 4 | 2,789 |
| 1H 2020 | |||||||
|---|---|---|---|---|---|---|---|
| €M | Abertis group |
motorways overseas Other |
Aeroporti di Roma group |
d'Azur group Aéroports de la Côte |
Telepass group |
and other activities Atlantia |
consolidated amount Total |
| Net toll revenue | 1,597 | 207 | - | - | - | - | 1,804 |
| At a point in time | 1,597 | 207 | - | - | - | - | 1,804 |
| Aviation revenue | - | - | 105 | 33 | - | - | 138 |
| At a point in time | - | - | 103 | 33 | - | - | 136 |
| Over time | - | - | 2 | - | - | - | 2 |
| Other revenue | 192 | 22 | 61 | 32 | 107 | 84 | 498 |
| At a point in time | 160 | 20 | 1 | 10 | 19 | - | 210 |
| Over time | 28 | - | 14 | - | 86 | 58 | 186 |
| Out of scope | 4 | 2 | 46 | 22 | 2 | 26 | 102 |
| Total external revenue | 1,789 | 229 | 166 | 65 | 107 | 84 | 2,440 |
It should be noted that, given the specific nature of the Atlantia Group's business, revenue is almost entirely classifiable as recognised "at a point in time", as shown in the table. There is no potential for a significant judgement regarding the time at which the customer obtains control of the services provided. For the same reasons, the disclosure containing a description of the nature of the individual obligations assumed (e.g., the nature of the goods/services to be transferred, payment terms, obligations for returns, etc.) is not significant.
The following table shows the contribution of each geographical segment to the Atlantia Group's revenue and non-current assets.
| Revenue | Non-current assets (1) | |||
|---|---|---|---|---|
| €M | 1H 2021 | 1H 2020 | 30 June 2021 | 31 December 2020 |
| Italy | 472 | 501 | 5,779 | 21,762 |
| France | 859 | 752 | 14,133 | 14,568 |
| Brazil | 400 | 441 | 2,939 | 2,685 |
| Chile | 391 | 343 | 4,897 | 5,284 |
| Spain | 484 | 390 | 11,110 | 11,461 |
| Poland | 35 | 30 | 147 | 157 |
| USA | 42 | 59 | 2,028 | 1,995 |
| Argentina | 52 | 45 | 13 | 13 |
| Puerto Rico | 76 | 58 | 1,253 | 1,236 |
| Mexico | 210 | 51 | 5,599 | 5,487 |
| UK | 18 | 19 | 2 | 19 |
| India | 16 | 12 | 132 | 143 |
| Portugal | 1 | 1 | - | 40 |
| Germany (2) | - | - | 743 | 1,341 |
| Colombia | - | - | 3 | 4 |
| Other countries | 14 | 15 | 4 | 4 |
| Total | 3,070 | 2,717 | 48,782 | 66,199 |
(1) In accordance with IFRS 8, non-current assets do not include financial assets or deferred tax assets.
(2) This item includes the investments in Hochtief and, from 30 June 2021, in Volocopter.
After stripping out guarantees securing the Group's debt, described in note 7.15, the Group has certain personal guarantees in issue to third parties as at 30 June 2021, amounting to a total of €972 million and including €670 million guaranteeing performance of the contractual obligations of Group companies and €302 million guaranteeing future payments.
The overall amount also includes the guarantees provided by Autostrade per l'Italia group companies, amounting to €347 million.
These include, listed by importance:
b) the guarantees issued by the Abertis group's Spanish and Chilean operators to their respective grantors with whom they have entered into concession arrangements, guaranteeing both the performance of construction services and fulfilment of the related contractual obligations, (€174 million), above all the guarantees given to the Spanish Ministry for Development, totalling €93 million;
c) guarantees issued by Autostrade dell'Atlantico's Brazilian and Chilean operators to grantors, guaranteeing the performance of construction services and the proper upkeep of the sections of motorway they operate, totalling €140 million;
As at 30 June 2021, the shares of certain of the Group's overseas operators (Rodovias das Colinas, Concessionária da Rodovia MG050, Triangulo do Sol, Intervias Arteris Via Paulista and Régis Bittencourt in Brazil; Sociedad Concesionaria Costanera Norte, Sociedad Concesionaria de Los Lagos, Sociedad Concesionaria Autopista Nororiente, Sociedad Concesionaria Litoral Central, Sociedad Concesionaria Vespucio Sur, Autopista Central, Los Andes, Elqui, Rutas del Pacifico and Libertadores in Chile; the Mexican companies RCO, Conipsa and Coviqsa; Elisabeth River Crossing OpCo in the USA; Autostrada A4 in Italy and Tunels de Barcelona and Aulesa Trados in Spain, in addition to the Indian subsidiaries of the Abertis group), have also been pledged to the respective providers of financing, as have shares in the investees, Pune-Solapur Expressways, Lusoponte, Tangenziale Esterna and Bologna & Fiera Parking. Finally, i) all of Azzurra Aeroporti's shares and ii) this company's shareholding in Aèroports de la Côte d'Azur (ACA) have been pledged as collateral to the holders of the bonds issued by Azzurra Aeroporti.
The loan agreements to which certain Group companies are party (Rodovias das Colinas, Concessionária da Rodovia MG050, Triangulo do Sol, Intervias, Arteris Via Paulista in Brazil, Sociedad Concesionaria Costanera Norte, Sociedad Concesionaria de Los Lagos, Sociedad Concesionaria Autopista Nororiente, Sociedad Concesionaria Litoral Central, Sociedad Concesionaria Vespucio Sur, Rutas Pacifico, Los Andes, Autopista Central, Elqui and Libertadores in Chile; the Mexican companies RCO, Conipsa and Coviqsa; Elisabeth River Crossing OpCo in the USA; Autostrada A4 in Italy, Metropistas in Puerto Rico, Avasa, Tunels de Barcelona, Trados and Aulesa in Spain in addition to the Indian subsidiaries of the Abertis group) are subject to encumbrances on certain of the companies' assets, including non-current assets relating to the infrastructure operated under concession, guarantee deposits and receivables.
In implementation of the provisions of art. 2391-bis of the Italian Civil Code, the Regulations adopted by the Commissione Nazionale per le Società e la Borsa (CONSOB) in Resolution 17221 of 12 March 2010, as amended, and Resolution 17389 of 23 June 2010, as amended, on 11 November 2010 Atlantia's Board of Directors - with the prior approval of the Independent Directors on the Related Party Transactions Committee – approved the new Procedure for Related Party Transactions entered into directly by the Parent and/ or through subsidiaries. The procedure was revised by the Board of Directors on 10 June 2021, with the prior approval of the Independent Directors on the Related Party Transactions Committee and the Audit, Risk and Corporate Governance Committee and in consultation with the Board of Statutory Auditors. The new Procedure, which came into effect from 1 July 2021, applies the changes introduced into the above Regulations by CONSOB Resolution 21624 of 11 December 2020 in implementation of EU Directive 2017/828 (the so-called Shareholder Rights Directive II).
The Procedure, which is available for inspection at the Parent's website www.atlantia.it, establishes the criteria to be used in identifying related parties, in distinguishing between transactions of greater and lesser significance and in applying the rules governing the above transactions of greater and lesser materiality. The following table shows material amounts in the income statement and statement of financial position generated by the Atlantia Group's related party transactions, including those with Directors, Statutory Auditors and key management personnel at Atlantia.
| PRINCIPAL TRADING TRANSACTIONS WITH RELATED PARTIES | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Trading and other assets |
Trading and other liabilities |
Trading and other income |
Trading and other expenses |
||||||||
| receivables Trade |
Current tax assets |
assets held for Non-financial sale |
Trade payables | Other current liabilities |
current liabilities Other non |
liabilities held Non-financial for sale |
Other revenue | Service costs | Staff costs | discontinued (Loss) from operations Profit/ |
|
| €M | 30 June 2021 | 1H 2021 | |||||||||
| Bip & Drive | - | - | - | 5 | - | - | - | - | - | - | - |
| Leonord | 3 | - | - | - | - | - | - | 5 | - | - | - |
| Routalis | - | - | - | - | - | - | - | 1 | - | - | - |
| C.I.S. | 2 | - | - | - | - | - | - | - | - | - | - |
| M-45 Conservacion SA | - | - | - | - | - | - | - | - | 1 | - | |
| A'lienor | 2 | - | - | 1 | - | - | - | 4 | - | - | - |
| Total associates | 7 | - | - | 6 | - | - | - | 10 | 1 | - | - |
| Areamed 2000 | 1 | - | - | - | - | - | 3 | - | - | - | |
| Total joint ventures | 1 | - | - | - | - | - | - | 3 | - | - | - |
| Autogrill | 1 | - | 30 | - | - | - | 3 | 4 | 1 | - | 25 |
| Autogrill Cote France | 2 | - | - | - | - | - | - | 1 | - | - | - |
| Nuova Sidap | - | - | - | - | - | - | - | - | - | - | - |
| Total companies under common control | 3 | - | 30 | - | - | - | 3 | 5 | 1 | - | 25 |
| ASTRI pension fund | - | - | - | - | - | 6 | - | - | - | -8 | |
| CAPIDI pension fund | - | - | - | - | 1 | - | 1 | - | - | 1 | - |
| Total pension funds | - | - | - | - | 1 | - | 7 | - | - | 1 | -8 |
| Key management personnel | - | - | - | - | 5 | - | - | - | - | 4 | - |
| Total key management personnel | - | - | - | - | 5 | - | - | - | - | 4 | - |
| TOTAL | 11 | - | 30 | 6 | 6 | - | 10 | 18 | 2 | 5 | 17 |
| 31 December 2020 | 1H 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Sintonia | - | 8 | - | - | - | - | - | - | - | - | - |
| Significant shareholder | - | 8 | - | - | - | - | - | - | - | - | - |
| Bip & Drive | 1 | - | - | - | - | - | - | - | - | - | - |
| Leonord | - | - | - | - | - | - | - | 6 | - | - | - |
| Routalis | - | - | - | - | - | - | - | 2 | - | - | - |
| C.I.S. | 2 | - | - | - | - | - | - | - | - | - | - |
| A'lienor | 3 | - | - | 1 | - | - | - | 4 | - | - | - |
| Total associates | 6 | - | - | 1 | - | - | - | 12 | - | - | - |
| Areamed 2000 | 1 | - | - | - | - | - | - | 3 | - | - | - |
| Total joint ventures | 1 | - | - | - | - | - | - | 3 | - | - | - |
| Autogrill | 21 | - | - | 6 | - | - | - | 5 | - | - | 12 |
| Autogrill Cote France | 1 | - | - | - | - | - | - | - | - | - | - |
| Total companies under common control | 22 | - | - | 6 | - | - | - | 5 | - | - | 12 |
| ASTRI pension fund | - | - | - | - | 7 | - | - | - | - | - | - 8 |
| CAPIDI pension fund | - | - | - | - | 2 | - | - | - | - | 1 | -2 |
| Total pension funds | - | - | - | - | 9 | - | - | - | - | 1 | -10 |
| Key management personnel | - | - | - | - | 2 | 2 | - | - | - | 7 | - |
| Total key management personnel | - | - | - | - | 2 | 2 | - | - | - | 7 | - |
| TOTALE | 29 | 8 | - | 7 | 11 | 2 | - | 20 | - | 8 | 2 |
| PRINCIPAL FINANCIAL TRANSACTIONS WITH RELATED PARTIES | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets | Financial liabilities | Financial income |
Financial expenses |
|||||
| current financial Other non assets |
financial assets deriving from government Current grants |
financial assets Other current |
Financial assets held for sale |
term borrowings Medium/long |
liabilities held Financial for sale |
Other financial revenues |
Other financial expenses |
|
| €M | 30 June 2021 | 1H 2021 | ||||||
| Leonord | 1 | - | - | - | - | - | ||
| Road Management Group (RMG) | - | - | - | 17 | - | 3 | 1 | - |
| Associates | 1 | - | - | 17 | - | 3 | 1 | - |
| Rodovias do Tietê | - | - | - | - | - | 1 | 1 | |
| Joint ventures | - | - | - | - | - | - | 1 | 1 |
| TOTAL | 1 | - | - | 17 | - | 3 | 2 | 1 |
| 31 December 2020 | 1H 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Road Management Group (RMG) | 19 | - | - | - | 8 | - | 1 | - |
| Associates | 19 | - | - | - | 8 | - | 1 | - |
| Rodovias do Tietê | - | - | - | - | - | - | 1 | - |
| Joint ventures | - | - | - | - | - | - | 1 | - |
| Autogrill | - | 1 | - | - | - | - | - | - |
| Total companies under common control | - | 1 | - | - | - | - | - | - |
| Pavimental Est | - | - | 1 | - | - | - | - | - |
| Other companies | - | - | 1 | - | - | - | - | - |
| TOTAL | 19 | 1 | 1 | - | 8 | - | 2 | - |
Related party transactions do not include transactions of an atypical or unusual nature, and are conducted on an arm's length basis.
The principal transactions entered into by the Group with related parties are described below.
Compared with the balance as at 31 December 2020, the tax asset due from Sintonia has been collected. This regarded tax rebates claimed by Schemaventotto in prior years in respect of income taxes paid during the period in which this company headed the Group's tax consolidation arrangement.
During the first half of 2021, the Atlantia Group did not engage in material trading or financial transactions with Sintonia or Edizione.
For the purposes of the above CONSOB Resolution, which applies the requirements of IAS 24, the Autogrill group ("Autogrill"), like the Atlantia Group consolidated by the Edizione Group, is considered a related party. With regard to relations between the Atlantia Group's motorway operators and the Autogrill group, it should be noted that, as at 30 June 2021, Autogrill operates 120 concessions at service areas along the Atlantia Group's motorway network and 6 food service concessions at the airports managed by the Atlantia Group. During the first half of 2021, the Atlantia Group earned revenue of approximately €29 million on transactions with Autogrill, including €22 million in royalties deriving from the management of service areas and airport sub-concessions. Recurring income is generated by contracts entered into over various years, of which a large part was awarded as a result of transparent and non-discriminatory competitive tenders. As at 30 June 2021, trading assets due from Autogrill amount to €31 million, up €10 million (€21 million as at 31 December 2020).
There were no changes, during the first half of 2021, in the share-based incentive plans already adopted for Group companies as at 31 December 2020. The characteristics of the incentive plans are described in note 10.6 to the consolidated financial statements as at and for the year ended 31 December 2020.
On 28 April 2021, the Annual General Meeting of Atlantia's shareholders approved a new "Share Grant Plan 2021-2023" that awards beneficiaries, to be selected by the Parent's Board of Directors, the right to receive Atlantia's shares held in treasury free of charge.
Details of all the share-based incentive plans are contained in specific information circulars prepared pursuant to art. 84-bis of CONSOB Regulation 11971/1999, as amended. Further details of the plans are provided in the "Report on the Remuneration Policy for 2021 and on Remuneration Paid in 2020", prepared pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998 (the Consolidated Finance Act) and published in the "Remuneration" section of the website at www.atlantia.it.
The following table shows the main aspects of existing incentive plans as at 30 June 2021, including the options and units awarded to directors and employees of the Group at that date and the related changes (in terms of new awards and the exercise, conversion or lapse of rights) in the first half of 2021. The table also shows the fair value (at the grant date) of each option or unit awarded, as determined by a specially appointed expert, using the Monte Carlo model.
In accordance with the requirements of IFRS 2, in the first half of 2021, as a result of existing plans, the Group recognised costs of €3 million, representing the fair value of the options and units vesting during the period, including €0.2 million recognised as an increase in consolidated equity reserve following adoption of the new "Share Grant Plan 2021-2023" referred to above.
Liabilities relating to the fair value of outstanding phantom options as at 30 June 2021 have been recognised in other current and non-current liabilities, based on the assumed exercise date, and total €13 million.
Further details of cost items are provided in note 8.7, "Staff costs", in these condensed interim consolidated financial statements.
| Number of options/ units awarded |
Vesting date | Grant date Exercise/ |
Exercise price (€) |
Fair value of each option or unit at grant date (€) |
Expected expiration at grant date (years) |
Risk free interest rate used at grant date |
(based on historical mean) at grant date Expected volatility |
Expected dividends at grant date |
|
|---|---|---|---|---|---|---|---|---|---|
| EQUITY-SETTLED PLANS | |||||||||
| 2021 SHARE GRANT PLAN | |||||||||
| - 13 May 21 grant (*) | 251,484 31 Dec 2023 | N/A(**) | N/A | 14.92 | 3.0 - 5.0 | 0% - 0.29% |
46.93% - 52.91% |
0.00% | |
| Total | 251,484 | ||||||||
| Units outstanding as at 30 June 2021 | 251,484 | ||||||||
| Total options and units for equity-settled plans |
251,484 |
| Number of options/ | Expected expiration at | Risk free interest rate | (based on historical mean) at grant date |
Expected dividends at | |||||
|---|---|---|---|---|---|---|---|---|---|
| units awarded | Vesting date | Grant date Exercise/ |
Exercise price (€) |
Fair value of each option or unit at grant date (€) |
grant date (years) |
used at grant date | Expected volatility | grant date | |
| CASH-SETTLED PLANS | |||||||||
| 2014 PHANTOM SHARE OPTION PLAN | |||||||||
| Options outstanding as at 1 January 2021 | |||||||||
| - 9 May 2014 grant | 2,718,203 | 9 May 2017 | 9 May 2020 | N/A (***) | 2.88 | 3.0 - 6.0 | 1.10% | 28.9% | 5.47% |
| - 8 May 2015 grant | 2,971,817 | 8 May 2018 | 8 May 2021 | N/A (***) | 2.59 | 3.0 - 6.0 | 1.01% | 25.8% | 5.32% |
| - 10 June 2016 grant | 3,067,666 | 10 June 2019 10 June 2022 | N/A (***) | 1.89 | 3.0 - 6.0 | 0.61% | 25.3% | 4.94% | |
| - options lapsed | -2,458,474 | ||||||||
| - options exercised | -3,611,658 | ||||||||
| Total | 2,687,554 | ||||||||
| Changes in options in the first half of 2021 | |||||||||
| - options lapsed | -744,448 | ||||||||
| Options outstanding as at 30 June 2021 | 1,943,107 | ||||||||
| 2017 PHANTOM SHARE OPTION PLAN | |||||||||
| Options outstanding as at 1 January 2021 | |||||||||
| - 12 May 2017 grant | 2,111,351 | 15 June 2020 | 1 July 2023 | N/A (***) | 2.37 3.13 - 6.13 | 1.31% | 25.6% | 4.40% | |
| - 3 August 2018 grant | 1,761,076 | 15 June 2021 | 1 July 2024 | N/A (***) | 2.91 | 5.9 | 2.35% | 21.9% | 4.12% |
| - 7 June 2019 grant | 2,422,319 | 15 June 2022 | 1 July 2025 | N/A (***) | 2.98 | 6.06 | 1.72% | 24.3% | 4.10% |
| - options lapsed | -3,524,252 | ||||||||
| Total | 2,770,494 | ||||||||
| Changes in options in the first half of 2021 | |||||||||
| - options lapsed | -1,215,567 | ||||||||
| Options outstanding as at 30 June 2021 | 1,554,927 | ||||||||
| SUPPLEMENTARY INCENTIVE PLAN 2017 - PHANTOM SHARE OPTIONS |
|||||||||
| Options outstanding as at 1 January 2021 | |||||||||
| - 29 October 2018 grant | 4,134,833 | 29 Oct 2021 29 Oct 2024 | N/A (***) | 1.79 | 3.0 - 6.0 | 2.59% | 24.6% | 4.12% | |
| Total | 4,134,833 | ||||||||
| Changes in options in the first half of 2021 | - | ||||||||
| Options outstanding as at 30 June 2021 | 4,134,833 | ||||||||
| 2017 PHANTOM SHARE GRANT PLAN | |||||||||
| Units outstanding as at 1 January 2021 | |||||||||
| - 12 May 2017 grant | 196,340 | 15 June 2020 | 1 July 2023 | N/A | 23.18 3.13 - 6.13 | 1.31% | 25.6% | 4.40% | |
| - 3 August 2018 grant | 181,798 | 15 June 2021 | 1 July 2024 | N/A | 24.5 | 5.9 | 2.35% | 21.9% | 4.12% |
| - 7 June 2019 grant | 231,293 | 15 June 2022 | 1 July 2025 | N/A | 22.57 | 6.06 | 1.72% | 24.3% | 4.10% |
| - options lapsed | -315,796 | ||||||||
| Total | 293,635 | ||||||||
| Changes in units in the first half of 2021 | |||||||||
| - units lapsed | -134,380 | ||||||||
| Units outstanding as at 30 June 2021 | 159,255 | ||||||||
| Total options and units for cash-settled plans | 7,792,122 |
(*) The number of units granted shown in the table refers to the number of units that may be granted on achievement of the targets set in the 2021 Share Grant Plan. The maximum number of units that may be granted is 362,647. The number of units granted shown in the table also includes units granted after 13 May 2021 under the first cycle.
(**) As provided for in the Plan terms and conditions, the shares receivable once the units have vested will be granted within 60 days of the date of approval of the financial statements for the year in which the vesting period expires.
(***) Given that these are cash-settled plans, involving payment of a gross amount in cash, the 2014 Phantom Share Option Plan, the 2017 Phantom Share Option Plan and the Supplementary Incentive Plan 2017 – Phantom Share Options do not require an exercise price. However, the Terms and Conditions of the plans indicate an "Exercise price" (equal to the arithmetic mean of Atlantia's share price in a determinate period) as the basis on which to calculate the gross amount to be paid to beneficiaries.
Changes in the Group's existing plans during the first half of 2021 are described below.
On 28 April 2021, the Annual General Meeting of Atlantia's shareholders approved a new "Share Grant Plan 2021-2023". The Plan entails the award of units free of charge in three annual award cycles (2021, 2022 and 2023), to be awarded to directors, employees and other personnel appointed by Atlantia (to be selected at the sole discretion of Atlantia's Board of Directors) and considered to have a key role in delivering sustainable long-term success. The units grant beneficiaries the right to receive Atlantia's ordinary shares from the Parent. The units awarded free of charge each year (with a target number and a cap established for each beneficiary in line with the Remuneration Policy approved by Atlantia's Board of Directors) vest in accordance with the Plan terms and conditions. This specifically means only where the contractual relationship between the director, employee or other member of personnel and the Parent is of a continuous nature and on achievement, at the end of the Performance Period (as defined in the Plan terms and conditions, representing the vesting period, and that will expire on 31 December 2023 for units granted in 2021, on 31 December 2024 for units granted in 2022 and on 31 December 2025 for units granted in 2023), of one or more Performance Indicators, linked to the performance of Atlantia and certain specific ESG objectives applied to the Group's activities. The vested units will be converted into Atlantia's shares that will be awarded to the beneficiary within 60 days of the date of approval, by Atlantia's shareholders, of the financial statements for the year in which the Performance Period expires. All the beneficiaries will be required to continuously hold a number of shares, equal to at least 50% of those awarded at the end of the vesting period, until the second calendar year following the end of the Performance Period (net of the shares that can be transferred/that are transferred to cover the charges borne by the Parent as withholding agent and any awarded as Additional Rights, as defined in the relevant information circular).
On 13 May 2021, Atlantia's Board of Directors selected an initial group of beneficiaries for the first cycle of the Plan (including the Parent's Chairman and Chief Executive Officer), granting them 251,484 target units. Further beneficiaries for the first cycle may be selected, provided that this takes place by 31 December 2021.
The exercise period for the second cycle of this plan expired on 8 May 2021. In addition, 744,448 options lapsed during the period, as the exercise period for the second cycle had expired in accordance with the related terms and conditions.
As at 30 June 2021, the unit fair value of the outstanding options awarded under the third cycle was remeasured as €0.79, in place of the unit fair value at the grant date.
The vesting period for the second cycle of this plan expired on 15 June 2021. In addition, 1,215,567 options lapsed in the first half of 2021, as the hurdle for the second cycle of the plan had not been met.
The fair value of the liability resulting from the Plan in question as at 30 June 2021 is zero, given that the Parent has estimated that not even the hurdle for the third cycle will not be met.
There were no changes in these options in the first half of 2021 compared with the situation as at 31 December 2020.
As at 30 June 2021, the unit fair value of the options awarded (as at 30 June 2020 still in vesting period) was remeasured as €2.03, in place of the unit fair value at the grant date.
The vesting period for the second cycle of this plan expired on 15 June 2021. In addition, 134,380 units lapsed in the first half of 2021, as the hurdle for the second cycle of the Plan had not been met.
The fair value of the liability resulting from the Plan in question as at 30 June 2021 is zero, given that the Parent has estimated that not even the hurdle for the third cycle will not be met.
The official prices of Atlantia's ordinary shares at the various dates or in the various periods covered by the above plans are shown below:
In addition to the information already provided in the Integrated Annual Report for 2020, this section provides details of pending litigation and significant regulatory events affecting the Group's operators through to the date of approval of this Interim Report as at and for the six months ended 30 June 2021.
ADR has challenged Resolution 118 of 1 August 2019 of the Transport Regulator ("ART") before the Lazio Regional Administrative Court. This resolution regards "Proceedings initiated by Resolution 84/2018 - Introduction of a public consultation relating to the review of the airport fee regulation frameworks approved by Resolution 92/2017", claiming that the regulator does not have the power to introduce changes to the tariff regime provided for in the Planning Agreement signed between the Civil Aviation Authority and ADR. Indeed, by express legal provision, the tariff regime provided for in the planning agreements "in derogation" is a "long-term" tariff regime, including review procedures that are "valid for the entire duration of the concession arrangement".
On additional grounds, on 15 October 2020, ADR subsequently appealed against Resolution 136/2020 of 16 July 2020 by which the Transport Regulator concluded the procedure and approved the frameworks for setting airport fees appended to said resolution, confirming, among other things, that the regulator deems it has the presumed power to set fees, including with regard to operators such as ADR, who operate under a planning agreement in derogation.
At the hearing held on 9 June 2021, in response to the parties' requests, the Court adjourned both cases to a later date.
In the meantime, ART published Resolution 68/2021 (20 May 2021) in which it has (i) delayed the entry into effect of the regulatory framework for airport fees set out in Resolution 136/2020 from 1 July 2021 to 1 January 2023; (ii) given airport operators who activate the consultation procedure for the review of fees during the biannual period 2021-2022 two alternatives: a) begin the related procedure in accordance with the frameworks set out in Resolution 92/2017, or b) subject to submission of a reasoned request, propose continued application of the tariffs in effect at the time of submission in subsequent years. With regard to airports regulated by planning agreements provided for in article 17, paragraph 34-bis of Law Decree 78/2009 – such as Fiumicino and Ciampino – the regulator has stated that the measures regarding economic regulation contained in the frameworks pursuant to Resolution 92/2017 may be applied via the signing of addenda following a revision of contractual terms and conditions or under the terms of a different agreement between the grantor and the operator. ADR is also proceeding to challenge this Resolution.
Following the discussions already begun with the Civil Aviation Authority ("ENAC"), on 22 January 2021 ADR sent the Authority the new version of the airport development plan (the New ADP). This version fully complies with the provisions of art. 1, paragraph 4, of the current agreement, which identifies the creation of an infrastructure system that "guarantees development of an airport system for Rome that is able to cope with the traffic volumes estimated for the various timeframes (100 million passengers per year by 2044)", a goal to be achieved via a new agreement.
This Plan is the solution the Parent identified after the Master Plan to 2030 (the so-called Fiumicino North Master Plan) was deemed to be unfeasible, and regarding which the Ministry of the Environment expressed a negative opinion in relation to its environmental compatibility via Ministerial Decree 79/20.
On 11 March 2021, ENAC informed ADR of the outcome of its preliminary assessment of the New ADP, highlighting the need to conduct a closer examination of the various issues raised by the New ADP. ENAC also informed ADR that it had postponed the deadline, fixed by the Single Concession Arrangement-Planning Agreement, for the issue of technical clearance for the New ADP.
ADR is drawing up the documentation in order to respond to ENAC's observations.
On 4 May 2020, ADR was notified of a claim filed before the Civil Court of Civitavecchia by Alitalia SAI in Extraordinary Administration, requesting the return of payments made to ADR in the six months prior to the date of the court order admitting the claimant to extraordinary administration on 2 May 2017.
The value of the claim for payments made to ADR between November 2016 and January 2017, which the claimant is seeking to have declared null and void and to have returned to Alitalia in AS, amounts to a total of approximately €34 million plus legal interest and monetary revaluation.
The hearing of the parties referred to in the records as scheduled for 11 February 2021 was held on 8 April 2021. The case has been adjourned until 2 December 2021.
On 3 and 5 May, Atlantia received two notices of claim, one from Appia Investments Srl ("Appia") and another from Silk Road Fund (Autostrade per l'Italia's non-controlling shareholders who hold a total 11.94% interest in the company). The claims allege breaches of the representations and undertakings given at the time of Atlantia's sale of a 11.94% stake in Autostrade per l'Italia in accordance with the respective share purchase agreements (SPAs) signed by the parties in May 2017. In the notices of claim, Appia and Silk Road Fund stress that they are not, at this time, able to quantify the size of their claims. However, the above SPAs put a limit of 15% of the purchase price paid for the respective interests, in the absence of wilful misconduct or gross negligence. The SPAs require the parties to attempt to reach an amicable settlement, a process that has already begun, within the deadline established in the agreements. Having failed to reach an amicable settlement within the above deadline, Appia and Silk Road Fund may resort to arbitration.
Atlantia promptly replied to the notices of claim, contesting the content of the notices and noting the vagueness of the claims, which do not specify either the nature or the amount of the losses forming the basis of the claims. According to the Parent's legal advisors: (i) the claims refer to events occurring after closing; (ii) the claims do not comply with the procedures agreed on in the SPAs for filing notices of claim; (iii) it is, at least at this time, doubtful that the events referred to in the notices could constitute a breach of any representations and undertakings given by Atlantia. In any event, a full assessment of whether or not the events referred to in the notices of claim constitute a breach of any representations and undertakings may only be conducted once an in-depth factual, technical and legal analysis of the notices has taken place. Given this, considering the very preliminary nature of the dispute, it has not so far been possible to estimate the outcome of or quantify the claims and, as a result, no provision has been made in the condensed interim consolidated financial statements.
In connection with this case, Spea Engineering was notified of the date of the preliminary hearing on 20 July 2021. The notice states that Spea Engineering SpA is charged with alleged breaches of Legislative Decree 231/2001, specifically relating to culpable homicide, grievous or very grievous bodily harm and making false statements in a digital public document, in relation to the preparation of surveillance reports in digital form. In addition to the company, a further 17 people connected with it have been indicted.
The hearings are to be held between 15 October and 22 December 2021.
Autostrade per l'Italia SpA has informed Spea Engineering SpA that Spea's former Chief Executive Officer is among the people under investigation.
All the documentation requested from Spea has been provided.
Three former managers and an employee of the company are under criminal investigation.
The investigation has also implicated Spea Engineering whose role, in addition to drawing up the design, was to carry out project management and safety coordination during execution of the project.
Spea Engineering is charged with an administrative offence pursuant to art. 25-septies of Legislative Decree 231/2001, arising from the alleged commission of the above-mentioned offences of homicide and/or negligent injury in the context of the collapse of the flyover due to the presence of the construction site.
On 6 July 2020, Mr Patanè filed a bankruptcy petition with the Court of Rome against Atlantia, claiming that Atlantia should be held liable for Autostrade per l'Italia's use of the SICVe system software, the ownership of which, as per the above-mentioned dispute, is still sub judice.
On 6 November 2020, the Court of Rome (Bankruptcy Section) dismissed Mr Patanè's petition in its entirety, deeming it to be groundless and stating that no amount was payable by Atlantia. Moreover, the Court ordered Mr Patanè to pay damages for a vexatious claim. On 14 January 2021, Mr Patanè notified a claim against the decree issued by the Court of Rome (Bankruptcy Section) before the Court of Appeal of Rome. On 14 May 2021, a hearing was held via written pleadings. The Parent is waiting to be informed of the outcome of the proceeding.
In May 2021, Telepass and Telepass Broker challenged the Antitrust Authority's decision to impose a fine of €2 million for misleading commercial practices in the distribution of motor insurance policies before Lazio Regional Administrative Court.
The Authority acknowledged that the related conduct has ceased and the companies are not, therefore, required to enter into a compliance programme or to assume obligations regarding changes to or implementation of the insurance process.
The companies have paid the fine whilst reserving their right to claim restitution.
Following a number of labour disputes brought against the Brazilian group Infinity, whose companies were declared bankrupt and whose ownership, according to the assessments of judges from local labour courts, can be traced back to the Bertin group, a shareholder of AB Concessões, certain labour courts have ordered seizures from AB Concessões group bank accounts. The Brazilian courts granted the seizures on the basis of Brazilian labour law and prevailing case law, which makes companies that are part of a group to which an employer belongs liable for the payment of labour debts. On this legal basis, the courts deemed AB Concessoes and its subsidiaries to be part of the Bertin group and, as such, jointly and severally liable for payment of amounts due to Infinity group workers. At the end of the first half of 2021, seizures had been carried out from the bank accounts of ABC Group companies, amounting to approximately 210 million Brazilian reals. The Court has already released previously frozen monies amounting to approximately 46 million Brazilian reals to the workers. AB Concessões SA is pursuing a defence strategy aimed at demonstrating that it does not belong to either the Bertin group or the Infinity group. The company is also appealing to the Federal Courts to challenge the violation of the right to defence, as the seizures were carried out without prior notification of the precautionary measure, which made it impossible to oppose the enforcement procedure. Moreover, AB Concessões has filed a claim in the Infinity insolvency proceedings in order to recover the amounts already paid to the workers, and is considering further legal action to recover the amounts paid and the damage incurred.
On 25 June 2021, Atlantia, acting through its subsidiary, Autostrade Portugal, signed an agreement for the sale of its entire stake (equal to 17.21% of the share capital and voting rights) in the Portuguese operator, Lusoponte, to MM Capital Partners, a subsidiary of the Japanese conglomerate, Marubeni Corporation (through a newly incorporated Portuguese company). Lusoponte operates the two bridges crossing the river Tagus in Lisbon.
The consideration for the transaction is equal to €56 million. A potential earn-out mechanism is also envisaged, amounting to up to €5 million, provided certain conditions are met. The conditions precedent also include the potential for the exercise of preemption rights by Lusoponte's other shareholders. In this regard, on 7 and 9 July, Lusoponte's other shareholders announced their wish to exercise the above pre-emption rights. The outcome of the procedure provided for in the various shareholders' agreements is awaited before completion of the sale.
Acesa has filed a complaint against the Grantor in relation to the failure to pay the compensation payable under the agreement of 2006 between the Spanish Government and the company (approved with Royal Decree 457/2006) and the subject of litigation in 2015 in order to obtain a court ruling on the correct method for calculating such compensation. The agreement called for, among other things, compensation for investment in certain sections of the AP-7 motorway, and for possible negative impacts on traffic deriving from the construction of second lanes on parallel roads (N-II and CN).
Following the legal proceedings, on 5 June 2019, Acesa received notice of the Supreme Court judgement, which – without taking a position with regard to the amount of the compensation - has established that the amount due may only be determined by the parties on expiry of the concession on 31 August 2021.
The compensation linked to investment in the construction of additional lanes on the AP-7 motorway, amounting to approximately €1,043 million as at 30 June 2021, has been recognised in full in the financial statements and recently included in the 2021-2024 Budget Law, whilst the amount receivable in relation to the loss of traffic, amounting to €262 million, is not accounted for in the financial statements (having been previously recognised and written off from 2016).
Regarding a dispute related to the obligations assumed under the financial support agreement between Iberpistas and Acesa with the lending banks of the investee, Alazor Inversiones SA (a company undergoing liquidation proceedings), on 22 January 2019, five funds deemed to be the current creditors for part of Alazor Inversiones SA's debt, began legal proceedings in order to obtain payment of a total amount of €228 million, corresponding to the guarantees provided by the above-mentioned financial support agreement. As described in note 7.14 in Atlantia's condensed interim consolidated financial statements, provisions for risks and charges have been made for this amount as at 30 June 2021.
In 2010, Invicat (the "Operator") and the Generalitat de Catalunya (the "Grantor") agreed on certain capital expenditure projects amounting to approximately €96 million, relating to a section of the C-32 motorway.
In addition to compensation covering the projects provided for and other works, the parties have agreed on guarantee compensation that takes into account the impact of the works on traffic, to be measured based on the difference (positive or negative) between EBITDA based on actual figures and that based on an agreed target volume of traffic, to be calculated after the end of the concession (August 2021).
Periodic differences with respect to the target are capitalised up until August 2021 at a rate of 6.5%. The cash settlement must take place no later than 6 months after the end of the concession.
The agreement was revised in 2015, with a new agreement detailing investment commitments for the Blanes-Lloret section (approximately €65 million out of the total €96 million). Out of the remaining amount of €31 million provided for under the original agreement, the Operator has carried out works with a final value of €23 million.
The revision of 2015 expressly ratified the compensation mechanism and method of calculation for works carried out or to be carried out by the Operator during the concession term.
The Grantor has recently audited Invicat's 2020 annual accounts and, unlike previous years, has raised a number of objections regarding calculation of the compensation. However, these objections are still without any legal effect. While there is a risk that a dispute over the amount of the compensation may give rise to litigation between the Grantor and the Operator, no litigation has so far resulted from the audit. As at 30 June 2021, the company has accrued receivables of approximately €0.3 billion. No provision has so far been made in the accounts in relation to this risk, given the absence of litigation and the company's assessment of its rights under the agreements entered into.
The MIMS (the "Grantor") has initiated a formal process designed to assess, together with Autostrada Brescia-Padova (the "Operator"), the consequences that failure to approve the Valdastico Nord project might have on the concession and on the related financial plan. The start of this process, which formalizes the obligation to negotiate any contract amendment, will lead to an administrative determination at some point, even if the parties are unable to reach an agreement. The Grantor has not yet made a proposal on the matter. The possibility to initiate this negotiation process was included in the concession arrangement under an Addendum dated 8 April 2020, which also ratified the concession term through to 31 December 2026.
In May 2020, Autopista Central (the "Operator") filed a request for mediation in order to obtain a correct interpretation of the congestion-toll regime applicable under its concession arrangement. The disagreement with the Grantor (the Ministry of Public Works) is on the timing - quarterly or annually – of the Operator's application of congestion tolls based on previous levels of traffic. While the Operator deems that it is entitled to modify congestion tolls either once a year or quarterly, as desired, the Grantor believes that tolls must be adjusted quarterly following a reduction in the measured average speed of traffic. The attempt at conciliation ended and the mediation failed. The Operator thus filed for arbitration against the Grantor (known as "Arbitration number 10"). A ruling on this matter is expected during the second half of 2021. The loss of income for the Operator since January 2020, due to the non-application of congestion tolls in accordance with the criteria that the Operator considers to be correct, amounts to approximately €7 million.
The Grantor reacted to the Operator's decision to file for arbitration (Arbitration number 10) by filing a counterclaim against the Operator in May 2020 ("Arbitration number 11"). With this counterclaim, the Grantor seeks to determine the economic impact of the supposedly incorrect application of the congestiontoll regime by the Operator from 2014 to 2019. The Operator has argued that the Grantor has no legitimate right to file for arbitration in order to interpret the concession arrangement. This procedural objection raised by the Operator is currently being considered by the Court of Appeal in Santiago, while the dispute on the merits continues being dealt with by the arbitrators within the context of the arbitration proceedings. The economic impact of a potential arbitration resolution against the Operator is estimated at around €15 million, excluding interest and potential fines, although the risk is considered remote.
In view of the above events, the provisions for risks and charges made represent the best estimate, based on the information currently available, of the risk of negative outcomes and of the potential expenses to be incurred in relation to the above litigation.
In July, it was announced that Atlantia's shares would continue to be included in the FTSE4GOOD index, which measures companies' ESG (environmental, social and governance) performances, ranking in the top quartile for our sector.
Following a specific request from AISCAT, the Ministry of Infrastructure and Sustainable Mobility has requested the Transport Regulator to devise a clear, consistent scheme to be applied to all motorway operators in order to quantify how much financial aid is due to each operator to mitigate losses incurred as a result of the health emergency caused by Covid-19.
| Name | Registered | Business | Currency | Issued capital/ |
Held by | % interest as at 30 June |
Total interest | ||
|---|---|---|---|---|---|---|---|---|---|
| office | Consortium fund |
2021 | Group | Non controlling |
|||||
| PARENT | |||||||||
| ATLANTIA SpA | ROME | Holding company |
EURO | 825,783,990 | |||||
| SUBSIDIARIES CONSOLIDATED ON A LINE-BY-LINE BASIS | |||||||||
| A4 HOLDING SpA | VERONA | Holding company |
EURO | 134,110,065 Abertis Italia Srl | 90.03% | 44.51% | 55.49% | ||
| A4 MOBILITY Srl | VERONA | Design, construction and maintenance |
EURO | 100,000 A4 Holding SpA | 100,00% | 44.51% | 55.49% | ||
| A4 TRADING Srl | VERONA | Other activities | EURO | 3,700,000 A4 Holding SpA | 100.00% | 44.51% | 55.49% | ||
| AB CONCESSÕES SA | SAO PAULO (BRAZIL) |
Holding company |
BRAZILIAN REAL |
738,652,989 | Autostrade Concessões e Participações Brasil limitada |
50.00% | 50.00% | 50.00% (4) | |
| ABERTIS AUTOPISTAS ESPAÑA SA |
MADRID (SPAIN) |
Holding company |
EURO | 551,000,000 | Abertis Infraestructuras SA |
100.00% | 49.44% | 50.56% | |
| ABERTIS GESTIÓN VIARIA SA |
BARCELONA (SPAIN) |
Design, construction and maintenance |
EURO | 60,000 | Abertis Autopistas España SA |
100.00% | 49.44% | 50.56% | |
| ABERTIS HOLDCO SA | MADRID (SPAIN) |
Holding company |
EURO | 100,059,990 Atlantia SpA | 50.00% | 50.00% | 50.00% (5) | ||
| 100.00% | 49.44% | 50.56% | |||||||
| ABERTIS INDIA TOLL ROAD SERVICES LLP |
MUMBAI (INDIA) |
Holding company |
INDIAN RUPEE |
185,053,700 | Abertis India SL | 99.00% | |||
| Abertis Internacional SA |
1.00% | ||||||||
| ABERTIS INDIA SL | MADRID (SPAIN) |
Holding company |
EURO | 17,113,500 Abertis | Internacional SA | 100.00% | 49.44% | 50.56% | |
| ABERTIS INFRAESTRUCTURAS FINANCE BV |
AMSTERDAM (NETHER LANDS) |
Financial services |
EURO | 18,000 | Abertis Infraestructuras SA |
100.00% | 49.44% | 50.56% | |
| ABERTIS INFRAESTRUCTURAS SA |
MADRID (SPAIN) |
Holding company |
EURO | 2,734,696,113 Abertis HoldCo SA |
98.89% | 49.44% | 50.56% (6) | ||
| ABERTIS INTERNACIONAL SA |
MADRID (SPAIN) |
Holding company |
EURO | 33,687,000 | Abertis Infraestructuras SA |
100.00% | 49.44% | 50.56% | |
| ABERTIS ITALIA Srl | VERONA | Holding company |
EURO | 341,000,000 Abertis | Internacional SA | 100.00% | 49.44% | 50.56% | |
| ABERTIS MOBILITY SERVICES S.L. |
BARCELONA (SPAIN) |
Holding company |
EURO | 1,003,000 | Abertis Infraestructuras SA |
100.00% | 49.44% | 50.56% | |
| ABERTIS MOTORWAYS UK LTD. |
LONDON (UK) |
Holding company |
POUND STERLING |
10,000,000 | Abertis Infraestructuras SA |
100.00% | 49.44% | 50.56% |
(3) A number of companies listed in Annex 1 have not been consolidated due to their quantitative and qualitative immateriality to a true and fair view of the Group's financial position, results of operations and cash flows, as a result of their operational insignificance (dormant companies or companies whose liquidation is nearing completion).
(4) The Atlantia Group holds 50% plus one share in the company and exercises control on the base of partnership and governance agreements.
(5) The Atlantia Group holds 50% plus one share in the company and exercises control on the base of partnership and governance agreements. (6) As at 30 June 2021, Abertis Infraestructuras holds 1,656,383 of its own shares. Abertis HoldCo's interest is thus 98.89%, while the percentage interest based on the number of shares held by Abertis HoldCo as a percentage of the subsidiary's total shares in issue is 98.70%. The Atlantia Group's interest is, instead, 49.44%.
| Registered | Issued capital/ |
% interest | Total interest | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | office | Business | Currency | Consortium fund |
Held by | as at 30 June 2021 |
Group | Non controlling |
|
| ABERTIS TELECOM SATÉLITES S.A. |
MADRID (SPAIN) |
Holding company |
EURO | 242,082,290 | Abertis Infraestructuras SA |
100.00% | 49.44% | 50.56% | |
| ACA HOLDING SAS | NICE (FRANCE) |
Holding company |
EURO | 17,000,000 Aéroports de la Côte d'Azur |
100.00% | 38.66% | 61.34% | ||
| AD MOVING SpA | ROME | Other activities | EURO | 1,000,000 Autostrade per l'Italia SpA |
100.00% | 88.06% | 11.94% | ||
| ADR ASSISTANCE Srl | FIUMICINO | Airport services | EURO | 4,000,000 Aeroporti di Roma SpA |
100.00% | 99.39% | 0.61% | ||
| AERO 1 GLOBAL & INTERNATIONAL S.à.r.l. |
LUXEMBOURG | Holding company |
EURO | 6,670,862 Atlantia SpA | 100.00% | 100.00% | - | ||
| AEROPORTI DI ROMA SpA |
FIUMICINO | Airport concessions |
EURO | 62,224,743 Atlantia SpA | 99.39% | 99.39% | 0.61% | ||
| AÉROPORTS DE LA CÔTE D'AZUR SA |
NICE (FRANCE) |
Airport concessions |
EURO | 148,000 Azzurra Aeroporti SpA |
64.00% | 38.66% | 61.34% | ||
| AÉROPORTS DU GOLFE DE SAINT TROPEZ SA |
SAINT TROPEZ (FRANCE) |
Airport concessions |
EURO | 3,500,000 Aéroports de la Côte d'Azur |
99.94% | 38.63% | 61.37% | ||
| AIRPORT CLEANING Srl |
FIUMICINO | Airport services | EURO | 1,500,000 Aeroporti di Roma SpA |
100.00% | 99.39% | 0.61% | ||
| ADR INFRASTRUTTURE SPA |
FIUMICINO | Design, construction and maintenance |
EURO | 5,050,000 Aeroporti di Roma SpA |
100.00% | 99.39% | 0.61% | ||
| ADR MOBILITY Srl | FIUMICINO | Airport services | EURO | 1,500,000 Aeroporti di Roma SpA |
100.00% | 99.39% | 0.61% | ||
| ADR SECURITY Srl | FIUMICINO | Airport services | EURO | 400,000 Aeroporti di Roma SpA |
100.00% | 99.39% | 0.61% | ||
| ADR INGEGNERIA SpA FIUMICINO | Design, construction and maintenance |
EURO | 500,000 Aeroporti di Roma SpA |
100.00% | 99.39% | 0.61% | |||
| 100.00% | 99.39% | 0.61% | |||||||
| ADR TEL SpA | FIUMICINO | Other activities | EURO | 600,000 | Aeroporti di Roma SpA |
99.00% | |||
| ADR Ingegneria SpA |
1.00% | ||||||||
| ARTERIS PARTICIPAÇÕES SA |
SAO PAULO (BRAZIL) |
Holding company |
BRAZILIAN REAL |
73,842,009 Arteris SA | 100.00% | 20.75% | 79.25% | ||
| 82.29% | 20.75% | 79.25% | |||||||
| ARTERIS SA | SAO PAULO | Holding | BRAZILIAN | 5,103,847,555 | Participes en Brasil SA |
33.16% | |||
| (BRAZIL) | company | REAL | Participes en Brasil II SL |
40.87% | |||||
| PDC Participaçoes SA |
8.26% | ||||||||
| AUTOPISTA FERNÃO DIAS SA |
POUSO ALEGRE (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
1,452,884,583 Arteris SA | 100.00% | 20.75% | 79.25% | ||
| AUTOPISTA FLUMINENSE SA |
RIO DE JANEIRO (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
991,789,100 Arteris SA | 100.00% | 20.75% | 79.25% | ||
| AUTOPISTA LITORAL SUL SA |
JOINVILLE (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
1,287,995,511 Arteris SA | 100.00% | 20.75% | 79.25% | ||
| AUTOPISTA PLANALTO SUL SA |
RIO NEGRO (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
1,034,034,052 Arteris SA | 100.00% | 20.75% | 79.25% | ||
| AUTOPISTA RÉGIS BITTENCOURT SA |
SAO PAULO (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
1,175,785,422 Arteris SA | 100.00% | 20.75% | 79.25% | ||
| AUTOPISTAS AUMAR SA (AUMAR) |
VALENCIA (SPAIN) |
Motorway concessions |
EURO | 213,595,500 | Abertis Autopistas España SA |
100.00% | 49.44% | 50.56% | |
| AUTOPISTAS DE LEÓN SAC.E. (AULESA) |
LEON (SPAIN) |
Motorway concessions |
EURO | 34,642,000 Iberpistas SA | 100.00% | 49.44% | 50.56% |
| Registered | Issued capital/ |
% interest | Total interest | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | office | Business | Currency | Consortium fund |
Held by | as at 30 June 2021 |
Group | Non controlling |
|
| AUTOPISTAS DE PUERTO RICO Y COMPAÑÍA S.E. (APR) |
SAN JUAN (PUERTO RICO) |
Motorway concessions |
US DOLLAR | 3,503,002 | Abertis Infraestructuras SA |
100.00% | 49.44% | 50.56% | |
| AUTOPISTAS DEL SOL SA (AUSOL) |
BUENOS AIRES (ARGENTINA) |
Motorway concessions |
ARGENTINE PESO |
88,384,092 | Abertis Infraestructuras SA |
31.59% | 15.62% | 84.38% (7) | |
| AUTOPISTAS METROPOLITANAS DE PUERTO RICO LLC |
SAN JUAN (PUERTO RICO) |
Motorway concessions |
US DOLLAR | 500,323,664 | Abertis Infraestructuras SA |
51.00% | 25.22% | 74.78% | |
| AUTOPISTAS VASCO ARAGONESA C.E.SA (AVASA) |
OROZCO (SPAIN) |
Motorway concessions |
EURO | 237,094,716 Iberpistas SA | 100.00% | 49.44% | 50.56% | ||
| AUTOPISTAS CONCESIONARIA ESPAÑOLA SA (ACESA) |
BARCELONA (SPAIN) |
Motorway concessions |
EURO | 319,488,531 | Abertis Autopistas España SA |
100.00% | 49.44% | 50.56% | |
| AUTOPISTA TRADOS-45 SA (TRADOS-45) |
MADRID (SPAIN) |
Motorway concessions |
EURO | 21,039,015 Iberpistas SA | 51.00% | 25.22% | 74.78% | ||
| AUTOPISTES DE CATALUNYA SA (AUCAT) |
BARCELONA (SPAIN) |
Motorway concessions |
EURO | 96,160,000 | Societat d'Autopistes Catalanes SA |
100.00% | 49.44% | 50.56% | |
| AUTOSTRADA BS VR VI PD SPA |
VERONA | Motorway concessions |
EURO | 125,000,000 A4 Holding SpA | 100.00% | 44.51% | 55.49% | ||
| AUTOSTRADE CONCESSIONI E COSTRUZIONI SpA (IN LIQUIDATION) |
ROME | Holding company |
EURO | 100,000 Atlantia SpA | 100.00% | 100.00% | - | ||
| 100.00% | 100.00% | - | |||||||
| AUTOSTRADE CONCESSÕES E |
SAO PAULO | Holding | BRAZILIAN | Autostrade Portugal Srl |
25.00% | ||||
| PARTICIPACÕES BRASIL LIMITADA |
(BRAZIL) | company | REAL | 729,590,863 | Autostrade dell'Atlantico Srl |
41.14% | |||
| Autostrade Holding do Sur SA |
33.86% | ||||||||
| AUTOSTRADE DELL'ATLANTICO Srl |
ROME | Holding company |
EURO | 1,000,000 Atlantia SpA | 100.00% | 100.00% | - | ||
| 100.00% | 100.00% | - (8) | |||||||
| AUTOSTRADE HOLDING DO SUR SA |
SANTIAGO (CILE) |
Holding company |
CHILEAN PESO |
51,496,805,692 | Autostrade dell'Atlantico Srl |
100% | |||
| Autostrade per l'Italia SpA |
0.00% | ||||||||
| AUTOSTRADE INDIAN | 100.00% | 100.00% | - | ||||||
| INFRASTRUCTURE DEVELOPMENT |
MUMBAI - MAHARASHTRA (INDIA) |
Holding company |
INDIAN RUPEE |
500,000 | Atlantia SpA | 99.99% | |||
| PRIVATE LIMITED | Spea Engineering SpA |
0.01% | |||||||
| AUTOSTRADE MERIDIONALI SpA |
NAPLES | Motorway concessions |
EURO | 9,056,250 Autostrade per l'Italia SpA |
58.98% | 51.94% | 48.06% (9) | ||
| AUTOSTRADE PER L'ITALIA SpA |
ROME | Motorway concessions |
EURO | 622,027,000 Atlantia SpA | 88.06% | 88.06% | 11.94% | ||
| AUTOSTRADE PORTUGAL Srl |
ROME | Holding company |
EURO | 30,000,000 Autostrade | dell'Atlantico Srl | 100.00% | 100.00% | ||
| AUTOSTRADE TECH SpA |
ROME | Motorway services |
EURO | 1,120,000 Autostrade per l'Italia SpA |
100.00% | 88.06% | 11.94% | ||
| AUTOVÍAS SA | RIBERAO PRETO (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
128,514,447 Arteris SA | 100.00% | 20.75% | 79.25% |
(7) The company is listed on the Buenos Aires Stock Exchange.
(8) The company's shares are held by: Autostrade dell'Atlantico Srl, with a holding of 1,000,000 shares, and Autostrade per l'Italia SpA, with 1 share.
(9) The company is listed on Borsa Italiana SpA's Expandi market.
| Registered Business |
Issued capital/ Currency |
% interest | Total interest | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | office | Consortium fund |
Held by | as at 30 June 2021 |
Group | Non controlling |
|||
| 60.46% | 60.40% | 39.60% (10) | |||||||
| AZZURRA AEROPORTI SpA |
ROMA | Holding company |
EURO | 3,221,234 | Atlantia SpA | 52.69% | |||
| Aeroporti di Roma SpA |
7.77% | ||||||||
| BIP&GO SAS. | ISSY-LES MOULINEAUX (FRANCE) |
Tolling and electronic tolling services |
EURO | 1,000 Sanef SA | 100.00% | 49.44% | 50.56% | ||
| CASTELLANA DE AUTOPISTAS SAC.E. |
SEGOVIA (SPAIN) |
Motorway concessions |
EURO | 98,000,000 Iberpistas SA | 100.00% | 49.44% | 50.56% | ||
| CENTROVIAS SISTEMAS RODOVIÁRIOS SA |
ITIRAPINA (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
104,798,079 Arteris SA | 100.00% | 20.75% | 79.25% | ||
| CONCESSIONÁRIA DA RODOVIA MG050 SA |
SAO PAULO (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
821,446,594 AB Concessões SA |
100.00% | 50.00% | 50.00% | ||
| CONCESIONARIA | 100.00% | 20.75% | 79.25% | ||||||
| DE RODOVIAS DO INTERIOR PAULISTA |
ARARAS (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
129,625,130 | Arteris SA | 51.00% | |||
| SA | Arteris Participaçoes SA |
49.00% | |||||||
| ABERTIS USA HOLDCO LLC |
VIRGINIA (USA) |
Holding company |
US DOLLAR | 694,500,000 | Abertis Infraestructuras, SA |
100.00% | 49.44% | 50.56% | |
| VIRGINIA TOLLROAD TRANSPORTCO LLC |
VIRGINIA (USA) |
Holding company |
US DOLLAR | 1,257,656,000 Abertis USA | HoldCo LLC | 55.20% | 27.29% | 72.71% | |
| ELISABETH RIVER CROSSINGS HOLDCO LLC |
VIRGINIA (USA) |
Motorway concessions |
US DOLLAR | 193,431,000 Virginia Tollroad TransportCo LLC |
100.00% | 27.29% | 72.71% | ||
| ELISABETH RIVER CROSSINGS OPCO LLC |
VIRGINIA (USA) |
Motorway concessions |
US DOLLAR | 193,431,000 | Elisabeth River Crossings Holdco, LLC |
100.00% | 27.29% | 72.71% | |
| EMOVIS OPERATIONS CHILE SpA |
SANTIAGO (CHILE) |
Tolling and electronic tolling services |
CHILEAN PESO |
10,000,000 Emovis SAS. | 100.00% | 49.44% | 50.56% | ||
| EMOVIS OPERATIONS IRELAND LTD |
DUBLIN (IRELAND) |
Tolling and electronic tolling services |
EURO | 10 Emovis SAS. | 100.00% | 49.44% | 50.56% | ||
| EMOVIS OPERATIONS LEEDS (UK) |
LEEDS (UK) |
Tolling and electronic tolling services |
POUND STERLING |
10 Emovis SAS. | 100.00% | 49.44% | 50.56% | ||
| EMOVIS OPERATIONS MERSEY LTD |
HARROGATE (UK) |
Tolling and electronic tolling services |
POUND STERLING |
10 Emovis SAS. | 100.00% | 49.44% | 50.56% | ||
| EMOVIS OPERATIONS PUERTO RICO INC. |
LUTHERVILLE TIMONIUM (MARYLAND - USA) |
Tolling and electronic tolling services |
US DOLLAR | 1,000 | Emovis technologies US INC. |
100.00% | 49.44% | 50.56% | |
| EMOVIS SAS. | ISSY-LES MOULINEAUX (FRANCE) |
Tolling and electronic tolling services |
EURO | 11,781,984 Abertis Mobility Services SL |
100.00% | 49.44% | 50.56% | ||
| EMOVIS TAG UK LTD | LEEDS (UK) |
Tolling and electronic tolling services |
POUND STERLING |
10 Emovis SAS | 100.00% | 49.44% | 50.56% | ||
| EMOVIS TECHNOLOGIES BC INC. |
VANCOUVER (CANADA) |
Tolling and electronic tolling services |
CANADIAN DOLLAR |
450,100 Emovis SAS | 100.00% | 49.44% | 50.56% | ||
| EMOVIS TECHNOLOGIES CHILE SA (IN LIQUIDATION) |
SANTIAGO (CHILE) |
Tolling and electronic tolling services |
CHILEAN PESO |
460,948,000 Emovis SAS | 100.00% | 49.44% | 50.56% |
(10) The issued capital is made up of €2,500,000 in ordinary shares and €721,234 in preference shares. The percentage interest in the issued capital refers to the total shares in issue, whilst the percentage of voting rights is 52.51% in Atlantia SpA's case and 10.00% in Aeroporti di Roma SpA's case.
| Registered | Issued | % interest capital/ |
Total interest | |||||
|---|---|---|---|---|---|---|---|---|
| Name | office | Business | Currency | Consortium fund |
Held by | as at 30 June 2021 |
Group | Non controlling |
| EMOVIS TECHNOLOGIES D.O.O. |
SPLIT (CROATIA) |
Tolling and electronic tolling services |
CROATIAN KUNA |
2,364,600 Emovis SAS | 100.00% | 49.44% | 50.56% | |
| EMOVIS TECHNOLOGIES IRELAND LIMITED |
DUBLIN (IRELAND) |
Tolling and electronic tolling services |
EURO | 10 Emovis SAS | 100.00% | 49.44% | 50.56% | |
| EMOVIS TECHNOLOGIES QUÉBEC INC. |
MONTREAL (CANADA) |
Tolling and electronic tolling services |
CANADIAN DOLLAR |
100 Emovis SAS | 100.00% | 49.44% | 50.56% | |
| EMOVIS TECHNOLOGIES UK LIMITED |
LONDON (UK) |
Tolling and electronic tolling services |
POUND STERLING |
130,000 Emovis SAS | 100.00% | 49.44% | 50.56% | |
| EMOVIS TECHNOLOGIES US INC. |
LUTHERVILLE TIMONIUM (MARYLAND - USA) |
Tolling and electronic tolling services |
US DOLLAR | 1,000 Emovis SAS | 100.00% | 49.44% | 50.56% | |
| EUROTOLL CENTRAL EUROPE ZRT |
BUDAPEST (HUNGARY) |
Tolling and electronic tolling services |
EURO | 16,633 Emovis SAS | 100.00% | 49.44% | 50.56% | |
| EUROTOLL SAS | ISSY-LES MOULINEAUX (FRANCE) |
Tolling and electronic tolling services |
EURO | 3,300,000 Abertis Mobility Services SL |
100.00% | 49.44% | 50.56% | |
| ESSEDIESSE SOCIETÀ DI SERVIZI SpA |
ROME | Administrative services |
EURO | 500,000 Autostrade per l'Italia SpA |
100.00% | 88.06% | 11.94% | |
| FIUMICINO ENERGIA Srl |
FIUMICINO | Other activities | EURO | 741,795 Atlantia SpA | 87.14% | 87.14% | 12.86% (11) | |
| FREE TO X Srl | ROME | Other activities | EURO | 1,000,000 Autostrade per l'Italia SpA |
100.00% | 88.06% | 11.94% | |
| GESTORA DE AUTOPISTAS SpA (GESA) |
SANTIAGO (CHILE) |
Motorway services |
CHILEAN PESO |
837,978,217 Vías Chile SA | 100.00% | 39.55% | 60.45% | |
| GIOVE CLEAR Srl | ROME | Motorway services |
EURO | 10,000 Autostrade per l'Italia SpA |
100.00% | 88.06% | 11.94% | |
| GLOBALCAR SERVICES SPA |
VERONA | Other activities | EURO | 2,000,000 A4 Holding SpA | 100.00% | 44.51% | 55.49% | |
| GRUPO CONCESIONARIO DEL OESTE SA (GCO) |
ITUZAINGO' (ARGENTINA) |
Motorway concessions |
ARGENTINE PESO |
160,000,000 Acesa | 42.87% | 21.20% | 21.20% (12) | |
| GRUPO COSTANERA SpA |
SANTIAGO (CHILE) |
Holding company |
CHILEAN PESO |
328,443,738,418 Autostrade | dell'Atlantico Srl | 50.01% | 50.01% | 49.99% |
| HOLDING D'INFRASTRUCTURES DE TRANSPORT 2 SAS |
ISSY-LES MOULINEAUX (FRANCE) |
Holding company |
EURO | 5,010,000 | Abertis Infraestructuras SA |
100.00% | 49.44% | 50.56% |
| HOLDING D'INFRASTRUCTURES DE TRANSPORT SAS |
ISSY-LES MOULINEAUX (FRANCE) |
Holding company |
EURO | 1,512,267,743 | Abertis Infraestructuras SA |
100.00% | 49.44% | 50.56% |
| HUB & PARK | ISSY-LES MOULINEAUX (FRANCE) |
Tolling and electronic tolling services |
EURO | 10,000 Eurotoll SAS | 100.00% | 49.44% | 50.56% | |
| IBERPISTAS SA | SEGOVIA (SPAIN) |
Motorway concessions |
EURO | 54,000,000 | Abertis Autopistas España SA |
100.00% | 49.44% | 50.56% |
| INFOBLU SpA | ROME | Motorway services |
EURO | 5,160,000 Telepass SpA | 75.00% | 38.25% | 61.75% | |
| INFOMOBILITY Srl | MODENA | Motorway services |
EURO | 400,000 Autostrade Tech SpA |
90.00% | 79.26% | 20.74% |
(11) On 17 June 2021, Atlantia SpA agreed to sell and transfer its 87.14% interest in Fiumicino Energia Srl to Aeroporti di Roma SpA. The transfer of the shares was carried out via a deed of transfer and was effective from 1 July 2021.
(12) The percentage interest is calculated with reference to all shares in issue, whereas the 49.99%, of voting rights is calculated with reference to ordinary voting shares.
| Registered | Issued capital/ |
% interest as at 30 June |
Total interest | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | office | Business | Currency | Consortium fund |
Held by | 2021 | Group | Non controlling |
|
| INFRAESTRUCTURES VIÀRIES DE CATALUNYA SA (INVICAT) |
BARCELONA (SPAIN) |
Motorway concessions |
EURO | 92,037,215 | Societat d'Autopistes Catalanes SA |
100.00% | 49.44% | 50.56% | |
| INFRAESTRUCTURAS VIARIAS MEXICANAS, SA DE CV |
MEXICO | Holding company |
MEXICAN PESO |
1,000 | Abertis Infraestructuras SA |
100.00% | 49.44% | 50.56% | |
| RED DE CARRETERAS DE OCCIDENTE, SAB DE CV (RCO) |
MEXICO | Motorway concessions |
MEXICAN PESO |
2,337,967,405 | Infraestructuras Viarias Mexicanas, SA de C.V |
53.12% | 26.26% | 73.74% | |
| 99.99% | 26.26% | 73.74% | |||||||
| PRESTADORA DE SERVICIOS RCO, S. DE R. L. DE CV (PSRCO) |
MEXICO | Administrative services |
MEXICAN PESO |
3,000 | Red de Carreteras de Occidente, SA de CV |
99.96% | |||
| Infraestructuras Viarias Mexicanas, SA de CV |
0.03% | ||||||||
| 99.99% | 26.26% | 73.74% | |||||||
| RCO CARRETERAS, S. DE R.L. DE CV (RCA) |
MEXICO | Design, construction and |
MEXICAN PESO |
5,003,000 | Red de Carreteras de Occidente, SA de CV |
99.96% | |||
| maintenance | Infraestructuras Viarias Mexicanas, SA de CV |
0.03% | |||||||
| 100.00% | 26.26% | 73.74% | |||||||
| CONCESIONARIA DE VÍAS IRAPUATO QUERÉTARO, SA DE |
MEXICO | Motorway concessions |
MEXICAN PESO |
1,226,685,096 | Red de Carreteras de Occidente, SA de CV |
99.99% | |||
| CV (COVIQSA) | RCO Carreteras, S. de R.L. de CV |
0.01% | |||||||
| 100.00% | 26.26% | 73.74% | |||||||
| CONCESIONARIA IRAPUATO LA PIEDAD, SA DE CV (CONIPSA) |
MEXICO | Motorway concessions |
MEXICAN PESO |
264,422,673 | Red de Carreteras de Occidente, SA de CV |
99.99% | |||
| RCO Carreteras, S. de R.L. de CV |
0.01% | ||||||||
| 100.00% | 26.26% | 73.74% | |||||||
| CONCESIONARÍA TEPIC SAN BLAS, S. DE R.L. DE CV (COTESA) |
MEXICO | Motorway concessions |
MEXICAN PESO |
270,369,940 | Red de Carreteras de Occidente, SA de CV |
99.99% | |||
| RCO Carreteras, S. de R.L. de CV |
0.01% | ||||||||
| 100.00% | 26.26% | 73.74% | |||||||
| AUTOVÍAS DE MICHOACÁN, SA DE CV (AUTOVIM) |
MEXICO | Motorway concessions |
MEXICAN PESO |
423,982,000 | Red de Carreteras de Occidente, SA de CV |
99.99% | |||
| RCO Carreteras, S. de R.L. de CV |
0.01% | ||||||||
| INVERSORA DE INFRAESTRUCTURAS S.L. (INVIN) |
MADRID (SPAIN) |
Holding company |
EURO | 116,047,578 | Abertis Infraestructuras SA |
80.00% | 39.55% | 60.45% | |
| JADCHERLA | 100.00% | 49.44% | 50.56% (13) | ||||||
| EXPRESSWAYS PRIVATE LIMITED |
HYDERABAD (INDIA) |
Motorway concessions |
INDIAN RUPEE |
2,100,402,530 | Abertis India SL | 100% | |||
| (JEPL) | Abertis Infraestructuras SA |
0.00% | |||||||
| K-MASTER Srl | ROME | Motorway services |
EURO | 10,000 Telepass SpA | 100.00% | 51.00% | 49.00% |
| Registered | Issued capital/ |
% interest as at 30 June |
Total interest | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | office | Business | Currency | Consortium fund |
Held by | 2021 | Group | Non controlling |
|
| 99.99% | 20.75% | 79.25% | |||||||
| LATINA MANUTENÇÃO DE RODOVIAS LTDA. |
SAO PAULO (BRAZIL) |
Design, construction and maintenance |
BRAZILIAN REAL |
31,048,345 | Arteris SA | 99.99% | |||
| Participes en Brasil SA |
0.00% | ||||||||
| 100.00% | 88.36% | 11.64% | |||||||
| LEONARDO ENERGIA – SOCIETA' CONSORTILE a r.l. |
FIUMICINO | Other activities | EURO | 10,000 | Fiumicino Energia Srl |
90.00% | |||
| Aeroporti di Roma SpA |
10.00% | ||||||||
| LEONORD EXPLOITATION SAS |
ISSY-LES MOULINEAUX (FRANCE) |
Other activities | EURO | 40,000 Sanef SA | 85.00% | 42.03% | 57.97% | ||
| MULHACEN Srl | VERONA | Other activities | EURO | 10,000 A4 Holding SpA | 100.00% | 44.51% | 55.49% | ||
| PAVIMENTAL POLSKA SP.ZO.O. |
TRZEBINIA (POLAND) |
Design, construction and maintenance |
POLISH ZLOTY |
3,000,000 Pavimental SpA | 100.00% | 87.5348% | 12.47% | ||
| PAVIMENTAL SpA | ROME | Design, construction and |
EURO | 10,116,452 | 99.40% | 87.53% | 12.47% | ||
| maintenance | Autostrade per l'Italia SpA |
99.40% | |||||||
| OPERAVIAS SA | SANTIAGO (CHILE) |
Holding company |
CHILEAN PESO |
4,230,063,893 Vías Chile SA | 100.00% | 39.55% | 60.45% | ||
| PARTÍCIPES EN BRASIL II SL |
MADRID (SPAIN) |
Holding company |
EURO | 3,100 Participes en Brasil SA |
100.00% | 25.22% | 74.78% | ||
| PARTÍCIPES EN BRASIL SA |
MADRID (SPAIN) |
Holding company |
EURO | 41,093,222 | Abertis Infraestructuras SA |
51.00% | 25.22% | 74.78% | |
| PDC PARTICIPAÇÕES SA |
SAO PAULO (BRAZIL) |
Holding company |
BRAZILIAN REAL |
602,684,727 Participes en Brasil SA |
100.00% | 25.22% | 74.78% | ||
| RACCORDO AUTOSTRADALE VALLE D'AOSTA SpA |
AOSTA | Motorway concessions |
EURO | 343,805,000 | Società Italiana per Azioni per il Traforo del Monte Bianco |
47.97% | 21.54% | 78.46% (14) | |
| RODOVIAS DAS COLINAS SA |
SAO PAULO (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
226,145,401 AB Concessões SA |
100.00% | 50.00% | 50.00% | ||
| SANEF 107.7 SAS | ISSY-LES MOULINEAUX (FRANCE) |
Motorway services |
EURO | 15,245 Sanef SA | 100.00% | 49.44% | 50.56% | ||
| SANEF AQUITAINE SAS |
ISSY-LES MOULINEAUX (FRANCE) |
Property management |
EURO | 500,000 Sanef SA | 100.00% | 49.44% | 50.56% | ||
| SANEF SA | ISSY-LES MOULINEAUX (FRANCE) |
Motorway concessions |
EURO | 53,090,462 | Holding d'Infraestructures de Transport (HIT) |
100.00% | 49.44% | 50.56% | |
| SAPN SA (SOCIÉTÉ DES AUTOROUTES PARIS-NORMANDIE) |
ISSY-LES MOULINEAUX (FRANCE) |
Motorway concessions |
EURO | 14,000,000 Sanef SA | 99.97% | 49.43% | 50.57% | ||
| SCI LA RATONNIÉRE SAS |
NICE (FRANCE) |
Property management |
EURO | 243,918 Aéroports de la Côte d'Azur |
100.00% | 38.66% | 61.34% | ||
| SE BPNL SAS | ISSY-LES MOULINEAUX (FRANCE) |
Design, construction and maintenance |
EURO | 40,000 Sanef SA | 100.00% | 49.44% | 50.56% | ||
| SERENISSIMA PARTECIPAZIONI SPA |
VERONA | Property management |
EURO | 2,314,063 A4 Holding SPA | 100.00% | 44.51% | 55.49% | ||
| SKY VALET PORTUGAL LDA |
CASCAIS (PORTOGALLO) |
Airport services | EURO | 50,000 Aca Holding SAS | 100.00% | 38.66% | 61.34% | ||
| SKY VALET SPAIN SL | MADRID (SPAIN) |
Airport services | EURO | 231,956 Aca Holding SAS | 100.00% | 38.66% | 61.34% |
(14) The issued capital is made up of €284,350,000 in ordinary shares and €59,455,000 in preference shares. The percentage interest is calculated with reference to all share in issue, whereas the 58.00% of voting rights is calculated with reference to ordinary voting shares.
| Registered | Issued capital/ Currency |
Held by as at 30 June |
% interest | Total interest | |||||
|---|---|---|---|---|---|---|---|---|---|
| Name | office | Business | Consortium fund |
2021 | Group | Non controlling |
|||
| 100.00% | 50.01% | 49.99% | |||||||
| SOCIEDAD CONCESIONARIA AMB SA |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
5,875,178,700 | Grupo Costanera SpA |
99.98% | |||
| Sociedad Gestion Vial SA |
0.02% | ||||||||
| 100.00% | 50.01% | 49.99% (15) | |||||||
| SOCIEDAD CONCESIONARIA AMERICO VESPUCIO ORIENTE II SA |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
100,000,000,000 Grupo Costanera SpA |
100% | ||||
| Sociedad Gestion Vial SA |
0.00% | ||||||||
| SOCIEDAD CONCESIONARIA AUTOPISTA CENTRAL SA |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
76,694,956,663 Vías Chile SA | 100.00% | 39.55% | 60.45% | ||
| SOCIEDAD | 100.00% | 39.55% | 60.45% | ||||||
| CONCESIONARIA AUTOPISTA DE LOS ANDES SA |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
35,466,685,791 | Gestora de Autopistas SpA |
0.00% | |||
| Vías Chile SA | 100% | ||||||||
| SOCIEDAD | 100.00% | 39.55% | 60.45% | ||||||
| CONCESIONARIA AUTOPISTA DEL SOL SA |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
19,960,726,041 | Vías Chile SA | 100% | |||
| Gestora de Autopistas SA |
0.00% | ||||||||
| SOCIEDAD | 100.00% | 39.55% | 60.45% | ||||||
| CONCESIONARIA AUTOPISTA LOS LIBERTADORES SA |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
16,327,525,305 | Vías Chile SA | 100% | |||
| Gestora de Autopistas SpA |
0.00% | ||||||||
| SOCIEDAD | 100.00% | 50.01% | 49.99% | ||||||
| CONCESIONARIA AUTOPISTA NORORIENTE SA |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
22,738,904,654 | Grupo Costanera SpA |
99.90% | |||
| Sociedad Gestion Vial SA |
0.10% | ||||||||
| SOCIEDAD | 100.00% | 50.01% | 49.99% | ||||||
| CONCESIONARIA AUTOPISTA NUEVA VESPUCIO SUR SA |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
166,967,672,229 | Grupo Costanera SpA |
100% | |||
| Sociedad Gestion Vial SA |
0.00% | ||||||||
| 100.00% | 50.01% | 49.99% | |||||||
| SOCIEDAD CONCESIONARIA CONEXION VIAL RUTA |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
32,000,000,000 | Grupo Costanera SpA |
100% | |||
| 78 - 68 S.A. | Sociedad Gestion Vial SA |
0.00% | |||||||
| 100.00% | 50.01% | 49.99% | |||||||
| SOCIEDAD CONCESIONARIA COSTANERA NORTE |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
58,859,765,519 | Grupo Costanera SpA |
100% | |||
| SA | Sociedad Gestion Vial SA |
0.00% | |||||||
| 100.00% | 39.55% | 60.45% | |||||||
| SOCIEDAD CONCESIONARIA DEL ELQUI SA (ELQUI) |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
44,000,000,000 | Gestora de Autopistas SpA |
0.06% | |||
| Vías Chile SA | 99.94% |
| Registered | Issued capital/ |
% interest | Total interest | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | office | Business | Currency | Consortium fund |
Held by | as at 30 June 2021 |
Group | Non controlling |
|
| 100.00% | 100.00% | - | |||||||
| SOCIEDAD CONCESIONARIA DE LOS LAGOS SA |
LLANQUIHUE (CHILE) |
Motorway concessions |
CHILEAN PESO |
53,602,284,061 | Autostrade Holding Do Sur SA |
99.95% | |||
| Autostrade dell'Atlantico Srl |
0.05% | ||||||||
| 100.00% | 50.01% | 49.99% | |||||||
| SOCIEDAD CONCESIONARIA LITORAL CENTRAL SA |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
18,368,224,675 | Grupo Costanera SpA |
99.99% | |||
| Sociedad Gestion Vial SA |
0.01% | ||||||||
| 100.00% | 39.55% | 60.45% | |||||||
| SOCIEDAD CONCESIONARIA RUTAS DEL PACÍFICO SA |
SANTIAGO (CHILE) |
Motorway concessions |
CHILEAN PESO |
51,000,000,000 | Gestora de Autopistas SpA |
0.01% | |||
| Vías Chile SA | 99.99% | ||||||||
| SOCIEDADE PARA PARTICIPAÇÃO EM INFRAESTRUCTURA SA |
SAO PAULO (BRAZIL) |
Holding company |
BRAZILIAN REAL |
22,506,527 | Abertis Infraestructuras SA |
51.00% | 25.22% | 74.78% | |
| SOCIETAT D'AUTOPISTES CATALANES SAU |
BARCELONA (SPAIN) |
Design, construction and maintenance |
EURO | 1,060,000 | Abertis Infraestructuras SA |
100.00% | 49.44% | 50.56% | |
| 100.00% | 50.01% | 49.99% | |||||||
| SOCIEDAD GESTION | SANTIAGO | Design, | CHILEAN | Grupo Costanera SpA |
99.99% | ||||
| VIAL SA | (CHILE) | construction and maintenance |
PESO | 11,397,237,788 | Sociedad Operacion y Logistica de Infraestructuras SA |
0.01% | |||
| 100.00% | 50.01% | 49.99% | |||||||
| SOCIEDAD OPERACION Y LOGISTICA DE INFRAESTRUCTURAS |
SANTIAGO (CHILE) |
Motorway services |
CHILEAN PESO |
11,736,819 | Grupo Costanera SpA |
99.99% | |||
| SA | Sociedad Gestion Vial SA |
0.01% | |||||||
| SOCIETÀ AUTOSTRADA TIRRENICA pA |
ROME | Motorway concessions |
EURO | 24,460,800 Autostrade per l'Italia SpA |
99.93% | 88.06% | 11.94% (16) | ||
| SOCIETÀ ITALIANA PER AZIONI PER IL TRAFORO DEL MONTE BIANCO |
PRÉ SAINT DIDIER (AOSTA) |
Motorway concessions |
EURO | 198,749,200 Autostrade per l'Italia SpA |
51.00% | 44.91% | 55.09% | ||
| SOLUCIONA CONSERVACAO RODOVIARIA LTDA |
MATAO (BRAZIL) |
Design, construction and maintenance |
BRAZILIAN REAL |
500,000 AB Concessões SA |
100.00% | 50.00% | 50.00% | ||
| 100.00% | 97.49% | 2.51% | |||||||
| SPEA DO BRASIL PROJETOS E |
SAO PAULO | Design, construction and |
BRAZILIAN | 5,290,011 | Spea Engineering SpA |
100% | |||
| INFRA ESTRUTURA LIMITADA |
(BRAZIL) | maintenance | REAL | Austostrade Concessoes e Partecipacoes Brasil Limitada |
0.00% |
(16) On 29 December 2015, Autostrada Tirrenica, following authorisation by the general meeting of shareholders held on the same date, purchased 109,600 own shares from non-controlling shareholders. Autostrade per l'Italia's interest is thus 99.99%, whilst the percentage interest based on the number of shares held by Autostrade per l'Italia as a percentage of the subsidiary's total shares in issue is 99.93%. The Atlantia Group's interest is, instead, 88.06%.
| Name | Registered | Business | Currency | Issued capital/ |
Held by | % interest as at 30 June |
Total interest | ||
|---|---|---|---|---|---|---|---|---|---|
| office | Consortium fund |
2021 | Group | Non controlling |
|||||
| 100.00% | 97.49% | 2.51% | |||||||
| Design, | Atlantia SpA | 60.00% | |||||||
| SPEA ENGINEERING SpA |
ROME | construction and maintenance |
EURO | 6,966,000 | Autostrade per l'Italia SpA |
20.00% | |||
| Aeroporti di Roma SpA |
20.00% | ||||||||
| STALEXPORT AUTOSTRADA MAŁOPOLSKA SA |
MYSŁOWICE (POLAND) |
Motorway concessions |
POLISH ZLOTY |
66,753,000 Stalexport | Autostrady SA | 100.00% | 61.20% | 38.80% | |
| STALEXPORT AUTOSTRADY SA |
MYSLOWICE (POLAND) |
Holding company |
POLISH ZLOTY |
185,446,517 Atlantia SpA | 61.20% | 61.20% | 38.80% (17) | ||
| TANGENZIALE DI NAPLES SpA |
NAPLES | Motorway concessions |
EURO | 108,077,490 Autostrade per l'Italia SpA |
100.00% | 88.06% | 11.94% | ||
| TECNE GRUPPO AUTOSTRADE PER L'ITALIA SpA |
ROME | Design, construction and maintenance |
EURO | 5,693,795 Autostrade per l'Italia SpA |
100.00% | 88.06% | 11.94% | ||
| TELEPASS SpA | ROME | Tolling and electronic tolling services |
EURO | 26,000,000 Atlantia SpA | 51.00% | 51.00% | 49.00% | ||
| TELEPASS ASSICURA Srl |
ROME | Financial services |
EURO | 3,000,000 Telepass SpA | 100.00% | 51.00% | 49.00% | ||
| TELEPASS BROKER Srl |
ROME | Financial services |
EURO | 500,000 Telepass SpA | 100.00% | 51.00% | 49.00% | ||
| TELEPASS PAY SpA | ROME | Financial services |
EURO | 702,983 Telepass SpA | 100.00% | 51.00% | 49.00% | ||
| TOLLING OPERATIONS PUERTO RICO INC. |
LUTHERVILLE TIMONIUM (MARYLAND - USA) |
Tolling and electronic tolling services |
US DOLLAR | 1,000,000 Emovis SAS. | 100.00% | 49.44% | 50.56% | ||
| TRIANGULO DO SOL AUTO-ESTRADAS SA |
MATAO (BRASILE) |
Motorway concessions |
BRAZILIAN REAL |
71,000,000 AB Concessões SA |
100.00% | 50.00% | 50.00% | ||
| 100.00% | 49.44% | 50.56% (18) | |||||||
| TRICHY TOLLWAY PRIVATE LIMITED (TTPL) |
HYDERABAD (INDIA) |
Motorway concessions |
INDIAN RUPEE |
1,946,215,010 | Abertis India S.L. | 100% | |||
| Abertis Infraestructuras SA |
0.00% | ||||||||
| TÚNELS DE BARCELONA I CADÍ CONCESIONARIA DE LA GENERALITAT DE CATALUNYA SA |
BARCELONA (SPAIN) |
Motorway concessions |
EURO | 60,000 | Infraestructures Viàries de Catalunya SA (INVICAT) |
50.01% | 24.73% | 75.27% | |
| URBANnext SA | CHIASSO | (SWITZERLAND) Other activities | SWISS FRANC |
100,000 Telepass SpA | 70.00% | 35.70% | 64.30% | ||
| URBI DE GmbH | BERLIN (GERMANY) |
Other activities | EURO | 25,000 URBANnext SA | 100.00% | 35.70% | 64.30% | ||
| VIA4 SA | MYSŁOWICE (POLAND) |
Motorway services |
POLISH ZLOTY |
500,000 Stalexport Autostrady SA |
55.00% | 33.66% | 66.34% | ||
| VIANORTE SA | SERTAOZINHO (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
113,651,571 Arteris SA | 100.00% | 20.75% | 79.25% | ||
| VIAPAULISTA SA | RIBERAO PRETO (BRAZIL) |
Design, construction and maintenance |
BRAZILIAN REAL |
1,348,385,843 Arteris SA | 100.00% | 20.75% | 79.25% | ||
| VÍAS CHILE SA | SANTIAGO (CHILE) |
Holding company |
CHILEAN PESO |
93,257,077,900 | Inversora de Infraestructuras S.L. (INVIN) |
100.00% | 39.55% | 60.45% | |
| WASH OUT Srl | MILAN | Other activities | EURO | 17,129 Telepass SpA | 69.97% | 35.68% | 64.32% | ||
| YELLOWSTONE ETC HOLDINGS, INC. |
RICHARDSON (TEXAS) |
Other activities | US DOLLAR | 16,998 Autostrade dell'Atlantico Srl |
65.23% | 65.23% | 34.77% |
(17) This company is listed on the Warsaw Stock Exchange.
(18) Abertis Infraestructuras SA holds 1 share in the company.
| Name | Registered office |
Business | Currency | Issued capital/ Consortium fund |
Held by | % interest as at 30 June 2021 |
|
|---|---|---|---|---|---|---|---|
| INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD | |||||||
| Associates | |||||||
| AEROPORTO GUGLIELMO MARCONI DI BOLOGNA SpA |
BOLOGNA | Airport concessions |
EURO | 90,314,162 Atlantia SpA | 29.38% | ||
| A'LIENOR SAS | PAU (FRANCE) |
Motorway concessions |
EURO | 275,632,000 Sanef SA | 35.00% | ||
| ALAZOR INVERSIONES SA | MADRID (SPAIN) |
Holding company |
EURO | 223,600,000 Iberpistas SA | 31.22% | ||
| AUTOPISTA TERRASSA-MANRESA CONCESSIONÀRIA DE LA GENERALITAT DE CATALUNYA SA (AUTEMA) |
BARCELONA (SPAIN) |
Motorway concessions |
EURO | 83,410,572 | Autopistas Concesionaria Española SA (ACESA) |
23.72% | |
| BIP & DRIVE SA | MADRID (SPAIN) |
Tolling and electronic tolling services |
EURO | 4,612,969 | Abertis Autopistas España SA |
35.00% | |
| C.I.S. SpA (IN LIQUIDATION) | VICENZA | Design, construction and maintenance |
EURO | 5,236,530 A4 HOLDING SpA | 25.23% | ||
| CIRALSA SAC.E. | ALICANTE (SPAIN) |
Design, construction and maintenance |
EURO | 50,167,000 | Autopistas Aumar SA Concesionaria del Estado |
25.00% | |
| CONCESIONARIA VIAL DE LOS ANDES SA (COVIANDES) |
BOGOTÀ (COLOMBIA) |
Motorway concessions |
COLOMBIAN PESO |
27,400,000,000 | Abertis Infraestructuras SA |
40.00% | |
| CONFEDERAZIONA AUTOSTRADE SpA |
VERONA | Design, construction and maintenance |
EURO | 50,000 A4 Holding SpA | 25.00% | ||
| CONSTRUCTORA DE INFRAESTRUCTURA VIAL SAS |
BOGOTÀ (COLOMBIA) |
Design, construction and maintenance |
COLOMBIAN PESO |
50,000,000 | Abertis Infraestructuras SA |
40.00% | |
| BOLOGNA & FIERA PARKING SpA | BOLOGNA | Other concessions |
EURO | 2,715,200 Autostrade per l'Italia SpA |
36.81% | ||
| BIURO CENTRUM SP. Z O.O. | KATOWICE (POLAND) |
Administrative services |
POLISH ZLOTY |
80,000 Stalexport Autostrady SA |
40.63% | ||
| GETLINK SE | PARIS (FRANCE) |
Other concessions |
EURO | 220,000,000 | Aero 1 Global & International S.à.r.l. |
15.49% (19) | |
| G.R.A. DI PADOVA SpA | VENICE | Design, construction and maintenance |
EURO | 2,950,000 Autostrada BS VR VI PD SpA |
33.90% | ||
| 30.00% | |||||||
| INFRAESTRUCTURAS Y RADIALES SA (IRASA) |
MADRID (SPAIN) |
Design, construction and |
EURO | 11,610,200 | Iberpistas SA | 15.00% | |
| maintenance | Autopistas Vasco Aragonesa C.E.SA (AVASA) |
15.00% | |||||
| LEONORD SAS | LYON (FRANCE) |
Motorway services |
EURO | 697,377 Sanef SA | 35.00% | ||
| M-45 CONSERVACION SA | MADRID (SPAIN) |
Design, construction and maintenance |
EURO | 553,000 Autopista Trados-45 SA |
50.00% | ||
| ROAD MANAGEMENT GROUP LTD (RMG) |
LONDON (UK) |
Motorway concessions |
POUND STERLING |
25,335,000 | Abertis Motorways UK Ltd |
33.33% | |
| ROUTALIS SAS | GUYANCOURT (FRANCE) |
Design, construction and maintenance |
EURO | 40,000 SAPN SA | 30.00% | ||
| TANGENZIALI ESTERNE DI MILANO SpA |
MILAN | Design, construction and maintenance |
EURO | 220,344,608 Autostrade per l'Italia SpA |
27.45% (20) |
(19) Aero 1 Global & International Sàrl holds 23.41% of Getlink SE's voting rights. Interests are calculated on the basis of the total number of shares in issue, amounting to 550,000,000, and of the total number of voting rights, equal to 727,603,219, according to the information published by Getlink on 7 June 2021.
(20) On 22 January 2019, as a result of Autostrade per l'Italia's exercise of its pre-emption rights, Autostrade Lombarde SpA sold 3,518,908 shares in Tangenziale Esterna di Milano SpA, equal to an interest of approximately 1.20%, to Autostrade per l'Italia.
| Name | Registered office |
Business | Currency | Issued capital/ Consortium fund |
Held by | % interest as at 30 June 2021 |
|---|---|---|---|---|---|---|
| Joint ventures | ||||||
| A&T ROAD CONSTRUCTION MANAGEMENT AND OPERATION PRIVATE LIMITED |
PUNE - MAHARASHTRA (INDIA) |
Motorway services |
INDIAN RUPEE |
100,000 | Autostrade Indian Infrastracture Development Private Limited |
50.00% |
| AIRPORT ONE SAS | NICE (FRANCE) |
Property management |
EURO | 1,000 Aéroports de la Côte d'Azur |
49.00% | |
| AIRPORT HOTEL SAS | NICE (FRANCE) |
Property management |
EURO | 1,000 Aéroports de la Côte d'Azur |
49.00% | |
| AREAMED 2000 SA | BARCELONA (SPAIN) |
Other concessions |
EURO | 2,070,012 | Abertis Autopistas España SA |
50.00% |
| CONCESSIONÁRIA RODOVIAS DO TIETÊ SA |
SAO PAULO (BRAZIL) |
Motorway concessions |
BRAZILIAN REAL |
303,578,476 AB Concessões SA |
50.00% | |
| GEIE DEL TRAFORO DEL MONTE BIANCO |
COURMAYEUR (AOSTA) |
Motorway services |
EURO | 2,000,000 | Società Italiana per Azioni per il Traforo del Monte Bianco |
50.00% |
| PUNE SOLAPUR EXPRESSWAYS PRIVATE LIMITED |
PATAS - DISTRICT PUNE - MAHARASHTRA (INDIA) |
Motorway concessions |
INDIAN RUPEE |
100,000,000 Atlantia SpA | 50.00% |
| Name | Registered office |
Business | Currency | Issue capital/ Consortium fund |
Held by | % interest as at 30 June 2021 |
|
|---|---|---|---|---|---|---|---|
| INVESTMENTS ACCOUNTED FOR AT FAIR VALUE | |||||||
| Unconsolidated subsidiaries | |||||||
| DOMINO Srl (IN LIQUIDATION) | ROME | Other activities | EURO | 10,000 Atlantia SpA | 100% | ||
| PAVIMENTAL EST AO (IN LIQUIDATION) | MOSCOW (RUSSIA) |
Design, construction and maintenance |
RUSSIAN ROUBLE |
4,200,000 Pavimental SpA | 100% | ||
| PETROSTAL SA (IN LIQUIDATION) | WARSAW (POLAND) |
Property management |
POLISH ZLOTY |
2,050,500 Stalexport Autostrady SA |
100% | ||
| Other investments | |||||||
| AEROPORTO DI GENOVA SpA | GENOA | Airport concessions |
EURO | 7,746,900 Aeroporti di Roma SpA |
15.00% | ||
| 5.94% | |||||||
| ARGENTEA GESTIONE | BRESCIA | Design, construction and maintenance |
EURO | 120,000 | Autostrada BS VR VI PD SpA |
5.84% | |
| A4 Mobility Srl | 0.10% | ||||||
| 20.63% | |||||||
| AUTOROUTES TRAFIC SAS | PARIS (FRANCE) |
Motorway services |
EURO | 349,000 | Sanef SA | 15.47% | |
| SAPN SA | 5.16% | ||||||
| AUTOSTRADA DEL BRENNERO SpA | TRENTO | Design, construction and maintenance |
EURO | 55,472,175 | Serenissima Partecipazioni SpA |
4.23% | |
| AUTOSTRADE LOMBARDE SpA | BRESCIA | Design, construction and maintenance |
EURO | 501,726,626 Autostrada BS VR VI PD SpA |
4.90% |
| Name | Registered office |
Business | Currency | Issue capital/ Consortium fund |
Held by | % interest as at 30 June 2021 |
|
|---|---|---|---|---|---|---|---|
| AUTOVIE VENETE SpA | TRIESTE | Design, construction and maintenance |
EURO | 157,965,738 A4 Holding SpA | 0.42% | ||
| CENTAURE PARIS-NORMANDIE SAS | BOSGOUET (FRANCE) |
Motorway services |
EURO | 700,000 SAPN SA | 49.90% | ||
| CENTAURE NORD PAS-DE-CALAIS | HENIN BEAUMONT (FRANCE) |
Motorway services |
EURO | 320,000 Sanef SA | 34.00% | ||
| CENTAURE GRAND EST SAS | GEVREY CHAMBERTIN (FRANCE) |
Motorway services |
EURO | 450,000 Sanef SA | 14.44% | ||
| CENTRO INTERMODALE TOSCANO AMERIGO VESPUCCI SpA |
LIVORNO | Other activities | EURO | 11,756,695 | Società Autostrada Tirrenica pA |
0.43% | |
| COMPAGNIA AEREA ITALIANA SpA | FIUMICINO | Airport services | EURO | 3,526,846 Atlantia SpA | 6.52% | ||
| CONVENTION BUREAU ROMA E LAZIO SCRL |
ROME | Promotion and development of MICE and business travel |
EURO | 132,000 Aeroporti di Roma SpA |
0.76% | ||
| HOCHTIEF AKTIENGESELLSCHAFT | ESSEN (GERMANY) |
Holding company |
EURO | 180,855,570 Atlantia SpA | 15.90% | ||
| HOLDING PARTECIPAZIONI IMMOB. | VERONA | Holding company |
EURO | 1 | Serenissima Partecipazioni SpA |
12.50% | |
| INTERPORTO PADOVA SpA | PADOA | Other activities | EURO | 36,000,000 A4 Holding SpA | 3.26% | ||
| INWEST STAR SA (IN LIQUIDATION) | STARACHOWICE (POLAND) |
Other activities | POLISH ZLOTY |
11,700,000 Stalexport Autostrady SA |
0.26% | ||
| LUSOPONTE - CONCESSIONARIA PARA A TRAVESSIA DO TEJO |
SA MONTIJO (PORTUGAL) |
Motorway concessions |
EURO | 25,000,000 | Autostrade Portugal - Concessoes de Infraestructuras SA |
17.21% (21) | |
| LIGABUE GATE GOURMET ROMA SpA (INSOLVENT) |
TESSERA | Airport services | EURO | 103,200 Aeroporti di Roma SpA |
20.00% | ||
| 4.50% | |||||||
| NOGARA MARE ADRIATICO | VERONA | Design, construction and |
EURO | 120,000 | Autostrada BS VR VI PD SpA |
2.00% | |
| maintenance | A4 Trading Srl | 2.00% | |||||
| A4 Mobility Srl | 0.50% | ||||||
| SACAL. SpA | LAMEZIA TERME Airport | concessions | EURO | 13,920,225 Aeroporti di Roma SpA |
9.23% | ||
| 0.56% | |||||||
| SOCIETA' DI PROGETTO BREBEMI SpA | BRESCIA | Motorway concessions |
EURO | 51,141,227 | Spea Engineering SpA |
0.05% | |
| Autostrada BS VR VI PD SpA |
0.51% | ||||||
| STRADIVARIA SpA | CREMONA | Design, construction and maintenance |
EURO | 20,000,000 A4 Mobility Srl | 1.00% | ||
| 1.25% | |||||||
| TANGENZIALE ESTERNA SpA | MILAN | Motorway concessions |
EURO | 464,945,000 | Autostrade per l'Italia SpA |
0.25% | (22) |
| Pavimental SpA | 1.00% |
(21) On 25 June 2021, Autostrade Portugal signed an agreement for the sale of Lusoponte to MM Capital Partners Cp, Ltd. Transaction closing is subject to obtaining the customary clearance from the competent authorities.
(22) Tangenziali esterne di Milano SpA (in which Autostrade per l'Italia SpA has a 27.45% interest and which is accounted for using the equity method) holds a 48.4% interest in Tangenziale Esterna SpA.
| Name | Registered office |
Business | Currency | Issue capital/ Consortium fund |
Held by | % interest as at 30 June 2021 |
|---|---|---|---|---|---|---|
| TERRA MITICA, PARQUE TEMATICO DE BENIDORM SA |
ALICANTE (SPAIN) |
Other concessions |
EURO | 247,487,181 | Abertis Infraestructuras SA |
1.29% |
| DIGITALOG SpA | ROME | Other activities | EURO | 1,142,000 Autostrade per l'Italia SpA |
1.40% | |
| VOLOCOPTER GMbH | ZEILOCH (GERMANY) |
Other activities | EURO | 204,490 Atlantia SpA | 1.66% | |
| WALCOWNIA RUR JEDNOŚĆ SP. Z O. O. | SIEMIANOWICE (POLAND) |
Other activities | POLISH ZLOTY |
220,590,000 Stalexport | Autostrady SA | 0.01% |
| ZAKŁADY METALOWE DEZAMET SA | NOWA DĘBA (POLAND) |
Other activities | POLISH ZLOTY |
19,241,750 Stalexport Autostrady SA |
0.26% |
| Name | Registered office |
Business | Currency | Issued capital/ Consortium fund |
Held by | % interest as at | 30 June 2021 |
|---|---|---|---|---|---|---|---|
| CONSORTIA | |||||||
| BMM SCARL | TORTONA | Design, construction and maintenance |
EURO | 10,000 A4 Mobility Srl | 12.00% | ||
| CONSORCIO ANHANGUERA NORTE | RIBERAO PRETO (BRAZIL) |
Design, construction and maintenance |
BRAZILIAN REAL |
- | Autostrade Concessoes e Participacoes Brasil |
13.13% | |
| 38.41% | |||||||
| Autostrade per l'Italia SpA |
27.04% | ||||||
| Free to X Srl | 0.01% | ||||||
| Tangenziale di Napoli SpA |
1.93% | ||||||
| Società Italiana per Azioni per il Traforo del Monte Bianco |
1.81% | ||||||
| CONSORZIO AUTOSTRADE ITALIANE ENERGIA |
ROME | Other activities | EURO | 114,865 | Raccordo Autostradale Valle d'Aosta SpA |
1.08% | |
| Società Autostrada Tirrenica pA |
0.48% | ||||||
| Autostrade Meridionali SpA |
0.97% | ||||||
| Aeroporti di Roma SpA |
0.99% | ||||||
| Autostrada BS VR VI PD SpA |
3.10% | ||||||
| Pavimental SpA | 1.00% | ||||||
| CONSORZIO COSTRUTTORI TEEM | TORTONA | Design, construction and maintenance |
EURO | 10,000 Pavimental SpA | 1.00% | ||
| CONSORZIO E.T.L. – EUROPEAN TRANSPORT LAW (IN LIQUIDATION) |
ROME | Other activities | EURO | 1,754 Aeroporti di Roma SpA |
25.00% | ||
| CONSORZIO MIDRA | FLORENCE | Other activities | EURO | 73,989 Autostrade Tech SpA | 33.33% | ||
| CONSORZIO NUOVA ROMEA ENGINEERING |
MONSELICE | Design, construction and maintenance |
EURO | 60,000 Spea Engineering SpA |
16.67% |
| Name | Registered office |
Business | Currency | Issued capital/ Consortium fund |
Held by | % interest as at 30 June 2021 |
|---|---|---|---|---|---|---|
| CONSORZIO RAMONTI SCARL (IN LIQUIDATION) |
TORTONA | Design, construction and maintenance |
EURO | 10,000 Pavimental SpA | 49.00% | |
| CONSORZIO R.F.C.C. (IN LIQUIDATION) | TORTONA | Design, construction and maintenance |
EURO | 510,000 Pavimental SpA | 30.00% | |
| CONSORZIO SPEA-GARIBELLO | SAO PAULO (BRAZIL) |
Design, construction and maintenance |
BRAZILIAN REAL |
- | SPEA do Brasil Projetos e Infra Estrutura Limitada |
50.00% |
| CONSORZIO TANGENZIALE ENGINEERING |
MILAN | Design, construction and maintenance |
EURO | 20,000 Spea Engineering SpA |
30.00% | |
| CONSORZIO 2050 | ROME | Design, construction and maintenance |
EURO | 50,000 Spea Engineering SpA |
0.50% | |
| COSTRUZIONI IMPIANTI AUTOSTRADALI SCARL (IN LIQUIDATION) |
ROME | Design, construction and maintenance |
EURO | 10,000 | 100% | |
| Pavimental SpA | 75.00% | |||||
| Autostrade Tech SpA | 20.00% | |||||
| Pavimental Polska Sp. z o.o. |
5.00% | |||||
| ELMAS SCARL (IN LIQUIDATION) | ROME | Design, construction and maintenance |
EURO | 10,000 Pavimental SpA | 60.00% | |
| LAMBRO SCARL | TORTONA | Design, construction and maintenance |
EURO | 200,000 Pavimental SpA | 2.78% | |
| SAFE ROADS SCARL | TORTONA | Design, construction and maintenance |
EURO | 10,000 Autostrade Tech SpA | 17.22% | |
| SAT LAVORI SCARL (IN LIQUIDATION) | ROME | Design, construction and maintenance |
EURO | 100,000 Società Autostrada Tirrenica pA |
1.00% | |
| SMART MOBILITY SYSTEMS SCARL | TORTONA | Design, construction and maintenance |
EURO | 10,000 Autostrade Tech SpA | 24.50% | |
| INVESTMENTS ACCOUNTED FOR IN CURRENT ASSETS | ||||||
| DOM MAKLERSKI BDM SA | BIELSKO-BIAŁA (POLAND) |
Holding company |
POLISH ZLOTY |
19,796,924 Stalexport Autostrady SA |
2.71% | |
| STRADA DEI PARCHI SpA | ROME | Motorway concessions |
EURO | 48,114,240 Autostrade per l'Italia SpA |
2.00% |
4 August 2021
4 August 2021
Chief Executive Officer Manager in charge of Financial Reporting Carlo Bertazzo Tiziano Ceccarani Chief Executive Officer Manager in charge of Financial Reporting
KPMG S.p.A. Revisione e organizzazione contabile Via Curtatone, 3 00185 ROMA RM Telefono +39 06 80961.1 Email [email protected] PEC [email protected]
(Translation from the Italian original which remains the definitive version)
To the shareholders of Atlantia S.p.A.
We have reviewed the accompanying condensed interim consolidated financial statements of the Atlantia Group, comprising the statement of financial position as at 30 June 2021, the income statement and the statements of comprehensive income, changes in equity and cash flows for the six months then ended and notes thereto. The directors are responsible for the preparation of these condensed interim consolidated financial statements in accordance with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34), endorsed by the European Union. Our responsibility is to express a conclusion on these condensed interim consolidated financial statements based on our review.
We conducted our review in accordance with Consob (the Italian Commission for Listed Companies and the Stock Exchange) guidelines set out in Consob resolution no. 10867 dated 31 July 1997. A review of condensed interim consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the condensed interim consolidated financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the condensed interim consolidated financial statements of the Atlantia Group as at and for the six months ended 30 June 2021 have not been prepared, in all material
KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese.
Ancona Bari Bergamo Bologna Bolzano Brescia Catania Como Firenze Genova Lecce Milano Napoli Novara Padova Palermo Parma Perugia Pescara Roma Torino Treviso Trieste Varese Verona
Società per azioni Capitale sociale Euro 10.415.500,00 i.v. Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Vittor Pisani, 25 20124 Milano MI ITALIA
Atlantia Group Report on review of condensed interim consolidated financial statements 30 June 2021
respects, in accordance with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34), endorsed by the European Union.
We draw attention to paragraph 6.1 "Agreement to sell investment in Autostrade per l'Italia " of the notes to the condensed interim consolidated financial statements about the agreement to sell the group's investment in Autostrade per l'Italia S.p.A. ("ASPI"), the effect of the application of IFRS 5 "Non-current assets held for sale and discontinued operations" and the significant legal and regulatory aspects connected with the ASPI Group.
Our conclusion is not qualified in this respect.
The condensed interim consolidated financial statements present the prior year annual and interim corresponding figures for comparative purposes. The 2020 annual and condensed interim consolidated financial statements were respectively audited and reviewed by other auditors, who expressed an unmodified opinion and an unmodified conclusion thereon on 2 April 2021 and 7 August 2020, respectively.
As disclosed in the notes to the condensed interim consolidated financial statements, the directors restated certain prior year annual and interim corresponding figures in accordance with IFRS 3 "Business combinations" and IFRS 5 "Non-current assets held for sale and discontinued operations". The notes describe the methods used to restate the prior year corresponding figures presented for comparative purposes.
Rome, 10 August 2021
KPMG S.p.A.
(signed on the original)
Marcella Balistreri Director of Audit
Registered office Via A. Nibby 20, 00161 Roma
www.atlantia.it
Registered office Via A. Nibby 20, 00161 Roma
www.atlantia.it
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