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A2a

Annual / Quarterly Financial Statement Apr 20, 2018

4202_10-k_2018-04-20_4f1612f0-4121-4318-bbd3-5f107fec8c30.pdf

Annual / Quarterly Financial Statement

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Separate Financial Statements

Separate financial statements

2017

These Financial Statements are available at the website www.a2a.eu

Contents

Overview of performance, financial conditions and net debt 4
1 Financial statements
Balance sheet 12
Income statement 14
Statement of comprehensive income 15
Cash-flow statement 16
Statement of changes in equity 18
2 Financial statements pursuant
to Consob Resolution no. 17221 of March 12, 2010
Balance sheet pursuant to Consob Resolution no. 17221 of March 12, 2010 22
Income statement pursuant to Consob Resolution no. 17221 of March 12, 2010 24
3 Notes
General information on A2A S.p.A. 27
Financial statements 28
Basis of preparation 29
Changes in international accounting standards 30
Accounting standards and policies 35
Notes to the balance sheet 46
Net debt 66
Notes to the income statement 67
Note on related party transactions 83
Consob Communication no. DEM/6064293 of July 28, 2006 86
Guarantees and commitments with third parties 88
Other information 89

4 Attachments

1. Statement of changes in tangible assets 114
2. Statement of changes in intangible assets 116
3/a. Statement of changes in investments in subsidiaries 118
3/b. Statement of changes in investments in affiliates 120
3/c. Statement of changes in investments in other companies (AFS) 122
4/a. List of investments in subsidiaries 124
4/b. List of investments in affiliates 126
Key data of the financial statements of the main subsidiaries and affiliates
prepared according to IAS/IFRS (pursuant to art. 2429.4 of the Italian Civil Code) 128
Key data of the financial statements of the main subsidiaries and affiliates
prepared according to ITALIAN GAAP (pursuant to art. 2429.4 of the Italian Civil Code) 130
Certification of the financial statements pursuant
to article 154-bis, paragraph 5 of Legislative Decree no. 58/98 132
5 Independent Auditors' Report 133
6 Report of the Board of Auditors 139

This is a translation of the Italian original "Bilancio separato 2017" and has been prepared solely for the convenience of international readers. In the event of any ambiguity the Italian text will prevail. The Italian original is available at the website www.a2a.eu.

Overview of performance, financial conditions and net debt

A2A S.p.A.

The Parent Company is responsible for strategic vision, planning, control, financial management and coordination of the A2A Group activities. It also provides services to support the business and operating activities of Group companies (administrative, legal, supply, and personnel management services, information technology and communications) in order to optimize the resources available and use existing expertise in the most efficient manner. These services are governed by intercompany service agreements.

Finally, A2A S.p.A. provides its subsidiaries with office space and operating areas, as well as related services.

A2A S.p.A. owns some hydroelectric plants in Valtellina, the hydroelectric unit in Calabria, as well as the hydroelectric plants of the units in Udine and Mese (former Edipower S.p.A.).

Following the extraordinary transactions described below, the contents of the Income Statement at December 31, 2017 are non-homogeneous and therefore not comparable with those of the end of the previous year which, in turn, included revenues and costs of some activities limited to the first half of 2016 due to the extraordinary transactions of the previous year. The extraordinary transactions for 2017 are listed below:

  • transfer of the business unit relating to "Public Lighting Activities in the Municipalities of Bergamo, Brescia, Milan, Cassano, Pieve Emanuele and San Giuliano Milanese" in favour of the subsidiary A2A Illuminazione Pubblica S.r.l. with effect from January 1, 2017;
  • acquisition of business units relating to "Administration and Finance", "Purchases (excluding the organizational structure of Gestione Magazzini)" and "Communication and External Relations" from the subsidiary Amsa S.p.A. with effect from January 1, 2017;
  • sale of a business unit relating to "Security Control Room and Inspection Service" to the subsidiary A2A Security S.c.p.a. with effect from October 27, 2017.
YEAR 2016 YEAR 2017
1st HALF 2016 (*) 2nd HALF 2016
Hydroelectric Unit Valtellina Hydroelectric Unit Valtellina Hydroelectric Unit Valtellina
Hydroelectric Unit Calabria Hydroelectric Unit Calabria Hydroelectric Unit Calabria
Plant in Cassano D'Adda - -
Plant in Ponti sul Mincio - -
Plant in Monfalcone (**) -
Hydroelectric Unit Mese Hydroelectric Unit Mese Hydroelectric Unit Mese
Hydroelectric Unit Udine Hydroelectric Unit Udine Hydroelectric Unit Udine
Plant in Piacenza - -
Plant in Sermide - -
Plant in Chivasso - -
Plant in Brindisi - -

Below is a summary, by period, of the plants included in the separate financial statements of A2A S.p.A.:

(*) The so-called "Cellina Unit" owned by Edipower S.p.A. was sold to Cellina Energy S.r.l., effective January 1, 2016.

(**) The Monfalcone plant was sold effective December 31, 2016, in the transitional period between July 1, 2016 and December 31, 2016, a business unit lease contract was in effect between A2A S.p.A. and A2A Energiefuture S.p.A..

Results
millions of euro
01 01 2017
12 31 2017
01 01 2016
12 31 2016
Changes
Revenues
Revenues from the sale of goods and services 3,037.5 2,554.2 483.3
Other operating income 51.8 206.7 (154.9)
Total revenues 3,089.3 2,760.9 328.4
Operating expenses (2,787.9) (2,326.2) (461.7)
Labour costs (127.8) (151.7) 23.9
Gross operating income - EBITDA 173.6 283.0 (109.4)
Depreciation, amortization and write-downs (81.3) (333.2) 251.9
Provisions (6.4) (27.6) 21.2
Net operating income - EBIT 85.9 (77.8) 163.7
Result from non-recurring transactions 0.1 48.3 (48.2)
Financial balance 239.4 258.4 (19.0)
Result before taxes 325.4 228.9 96.5
Income taxes (2.1) 45.2 (47.3)
Result after taxes from operating activities 323.3 274.1 49.2
Net result from discontinued operations (54.8) - (54.8)
Net result of the year 268.5 274.1 (5.6)

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

6 Report of the Board of Auditors

In the year in question A2A S.p.A. shows revenues for a total of 3,089.3 million euro (2,760.9 million euro in the previous year). Sales revenues (2,885.1 million euro) mainly refer to electricity sales to wholesalers, institutional operators, even on IPEX markets (Italian Power Exchange) and subsidiaries, sales of gas and fuels to third parties and subsidiaries and the sale of environmental certificates. Revenues from services (152.4 million euro) mainly refer to services to subsidiaries of an administrative, fiscal, legal, managerial and technical nature. Other revenues (51.8 million euro) include, starting from January 1, 2016, incentives on net production from renewable sources.

Operating costs amounted to 2,787.9 million euro (2,326.2 million euro at December 31, 2016) and refer to costs for raw materials (2,298.0 million euro) related primarily to purchases of energy and fuels, both for electricity production and for resale, purchases of materials and environmental certificates; service costs (188.3 million euro), which refer to the costs for the transport and storage of natural gas, costs for plant maintenance as well as for professional and technical services costs and other operating costs (301.6 million euro), which include the contracting of thermoelectric production plants "tolling agreement" of both subsidiaries and associates, as well as water derivation fees, damages and penalties.

Labour costs amounted to 127.8 million euro (151.7 million euro at December 31, 2016).

Due to the dynamics mentioned above the "Gross Operating Margin" amounted to 173.6 million euro (283.0 million euro at December 31, 2016).

The "Amortisation and depreciation, provisions and write-downs" of the year amounted to 87.7 million euro (360.8 million euro at December 31, 2016) and include amortisation, depreciation and writedowns of the intangible and tangible assets for 81.3 million euro (333.2 million euro at December 31, 2016) and provisions for 6.4 million euro (27.6 million euro at December 31, 2016) mainly related to risks on receivables. In 2016, the item included 203.3 million euro relating essentially to the writedown of the thermoelectric plant of Monfalcone as a result of the findings of the appraisal carried out by an independent external expert as part of the transfer to the subsidiary A2A Energiefuture S.p.A..

The "Net Operating Result" is positive for 85.9 million euro (negative for 77.8 million euro at December 31, 2016).

The "Result from non-recurring transactions" amounted to 0.1 million euro and reflects the income deriving from the sale of the business segment relating to "Security Control Room and Inspection Service" to the subsidiary A2A Security S.c.p.a.. At December 31, 2016, this item had a balance of

6

48.3 million euro and included the income deriving from the demerger of the "Cellina Unit" (formerly Edipower S.p.A.) in favour of Cellina Energy S.r.l..

Financial balance reported a positive balance of 239.4 million euro (positive for 258.4 million euro at December 31, 2016). This item includes dividends from investee companies of 345.8 million euro (449.1 million euro at December 31, 2016), the write-down of investments for a total of 1.5 million euro (in 2016, write-downs of investments amounted to 60.1 million euro), as well as net financial expenses of 104.9 million euro (130.6 million euro at December 31, 2016).

The "Result before taxes" was positive for 325.4 million euro (positive for 228.9 million euro at December 31, 2016).

"Income taxes" were positive for 2.1 million euro (positive for 45.2 million euro at December 31, 2016).

The tax is mainly due to the recognition of: i) positive current taxes by way of remuneration for the transfer to the consolidated tax interest expense, ii) decrease in deferred tax liabilities as a result of the reversal of temporary differences from previous years, partially offset by decrease in deferred tax assets also due, primarily, to the reversal of temporary differences from previous years and, second, the specific reversal of part of the IRAP deferred tax assets to adapt them to future taxable income of the plan.

The "Net result from discontinued operations" is negative for a total of 54.8 million euro and refers to the write-down of 29.0 million euro and discounting charges of 25.8 million euro to adjust the value of the investment in EPCG to the fair value.

* * *

Investments for the year amounted to 49.8 million euro and in particular concerned work on hydroelectric plants, improvements to third-party assets, investments on the Group's IT systems, as well as investments in shareholdings mainly to acquire an additional shareholding portion of Azienda Servizi Valtrompia S.p.A..

Balance sheet and financial position 12 31 2017 12 31 2016
Restated
Changes
millions of euro
CAPITAL EMPLOYED
Net fixed capital 4,613.9 4,926.6 (312.7)
- Tangible assets 1,118.6 1,193.1 (74.5)
- Intangible assets 95.2 115.8 (20.6)
- Shareholdings and other non-current financial assets (*) 3,657.2 3,901.9 (244.7)
- Other non-current assets/liabilities (*) (9.9) (13.5) 3.6
- Prepaid/deferred tax assets/liabilities 61.2 73.4 (12.2)
- Provisions for risks, charges and liabilities for landfills (164.9) (179.6) 14.7
- Employee benefits (143.5) (164.5) 21.0
of which with counter-entry to equity (29.2) (47.3)
Working capital (49.3) 116.8 (166.1)
- Inventories 78.6 71.6 7.0
- Trade receivables and other current assets (*) 716.7 1,020.8 (304.1)
- Trade payables and other current liabilities (*) (931.7) (1,001.2) 69.5
- Assets for current assets/liabilities for taxes 87.1 25.6 61.5
of which with counter-entry to equity 1.4 8.1
Assets/liabilities held for sale (*) 224.2 - 224.2
of which with counter-entry to equity - -
TOTAL CAPITAL EMPLOYED 4,788.8 5,043.4 (254.6)
SOURCES OF COVERAGE
Equity 2,430.0 2,316.5 113.5
Total financial position beyond one year 3,339.2 2,530.4 808.8
Total financial position within one year (980.4) 196.5 (1,176.9)
Total net financial position 2,358.8 2,726.9 (368.1)
of which with counter-entry to equity (24.2) (10.9)
TOTAL SOURCES 4,788.8 5,043.4 (254.6)

(*) Excluding balances included in the Net Financial Position.

"Capital employed" totalled 4,788.8 million euro at December 31, 2017, partly covered by "Equity" in the amount of 2,430.0 million euro and net debt of 2,358.8 million euro; provided below are the main items that make up the Capital Employed.

Net fixed capital amounted to 4,613.9 million euro and includes:

  • tangible assets for 1,118.6 million euro mainly related to the hydroelectric plants in Valtellina, the Calabria, Mese and Udine units;
  • intangible assets for 95.2 million euro that include software licenses and development projects of IT systems, goodwill and inventories of the environmental certificates related to the industrial portfolio;
  • equity investments and other non-current financial assets of 3,657.2 million euro, which include investments in subsidiaries (3,610.5 million euro), net of the reclassification to the item "Noncurrent assets held for sale" of the investment in EPCG, equal to 41.75%, following management's decision of July 3, 2017 to exercise the sale put option on the entire shareholding and including the acquisition of an additional shareholding in the company Azienda Servizi Valtrompia S.p.A., in associated companies (43.2 million euro) including the investment in ACSM-AGAM S.p.A. and in other minor equity investments (3.5 million euro);
  • other non-current assets/liabilities (-9.9 million euro) which mainly relate to the payable to the minority shareholders of Linea Group Holding S.p.A.;

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

  • deferred tax assets/liabilities for 61.2 million euro both IRES and IRAP on changes and provisions made solely for tax purposes;
  • provision for risks, charges and liabilities for landfills for 164.9 million euro, which refer to tax provisions (2.3 million euro) for pending or potential disputes with the tax authorities; provisions for lawsuits and disputes with staff (20.7 million euro) in particular related to disputes with social security institutions and third parties; other risk provisions (141.9 million euro), which include provisions concerning the burden of the contractual obligations in the tolling contract with the company Ergosud S.p.A., the provisions relating to the public water derivation fees, the provisions relating to contractual charges as well as other risk provisions;
  • employee benefits for 143.5 million euro that include the leaving entitlement (TFR) accrued to employees for 28.0 million euro and other provisions for benefits for 115.5 million euro.

Working capital is negative at -49.3 million euro and includes:

  • inventories for 78.6 million euro relating primarily to inventories of fuels, also stored at third parties to produce electricity as well as gas inventories for the sale and storage thereof;
  • trade receivables and other current assets of for 716.7 million that include trade receivables from third parties and Group companies for a total of 551.7 million euro and other current assets totalling 165.0 million euro, which mainly include: assets for commodity derivatives (96.2 million euro); receivables from subsidiaries for tax consolidation (39.6 million euro); tax receivables for excise and withholding taxes (1.4 million euro); advances to suppliers (19.6 million euro); and receivables from Ergosud S.p.A. related to portions of emission rights for the Scandale plant (2.2 million euro);
  • trade payables and other current liabilities for 931.7 million euro that include trade payables to third parties and to Group companies for a total of 689.6 million euro and other current liabilities totalling 242.1 million euro, which mainly include: liabilities for commodity derivatives (86.5 million euro); payables to subsidiaries for tax consolidation (64.8 million euro); payables to social security institutions and to employees (29.6 million euro); payables for fiscal transparency to Ergosud S.p.A. (7.2 million euro); and tax payables for VAT, excise and withholdings (39.8 million euro);
  • assets for current taxes/tax payables for 87.1 million euro, which refer to IRAP receivables, IRES receivables for current taxes and amounts requested for reimbursement as well as receivables for Robin Tax paid in previous years.

Assets/Liabilities held for sale amounted to 224.2 million euro and refer to the reclassification of the investment in EPCG, held 41.75% by A2A S.p.A., following management' decision of July 3, 2017 to exercise the sales put option on the entire shareholding package. The investment was reclassified for a total of 279.0 million euro and was written down and discounted for a total of 54.8 million euro to adjust its value to fair value.

The "Net debt" of 2,358.8 million euro, improved by 368.1 million euro compared to December 31, 2016 and includes the effect of the non-recurring transactions during the year, which was positive by 2.8 million euro. Operations during the year generated resources of 612.8 million euro, partly offset by the resources absorbed by net investments in tangible and intangible assets and shareholdings of 49.3 million euro and dividends paid to shareholders of 153.0 million euro.

millions of euro 12 31 2017 12 31 2016
NET FINANCIAL POSITION AT THE START OF THE YEAR (2,726.9) (2,799.1)
CONTRIBUTIONS FROM NON-RECURRING TRANSACTIONS 2.8 (70.2)
Result of the year (**) 268.0 219.7
Amortization and depreciation 81.3 129.9
Net interest for the year 106.0 190.8
Net interest paid (74.0) (104.6)
Net taxes paid/receivables for taxes paid 23.4 8.0
Write-downs on shareholdings and fixed assets 1.9 265.5
Change in the assets and liabilities (*) 206.2 (249.8)
Cash flow from operating activities 612.8 459.5
Cash flow from investment activities (49.3) (121.3)
Dividends paid (153.0) (125.9)
Other changes (32.0) (86.2)
Changes in financial assets/liabilities with counter-entry to equity (13.2) 16.3
NET FINANCIAL POSITION AT THE END OF THE YEAR (2,358.8) (2,726.9)

(*) Excluding balances with counter-entry to equity.

(**) Result of the year is exposed net of gains on shareholdings' and fixed assets' disposals.

Below is a detail of the net debt:

millions of euro 12 31 2017 Effect of
non-recurring
transactions
12 31 2016
Medium/long-term debt 3,411.4 - 2,937.0
Medium/long-term financial receivables (72.2) 3.7 (406.6)
Total non-current net debt 3,339.2 3,7 2,530.4
Short-term debt 510.1 - 857.4
Short-term financial receivables (878.6) (6.5) (382.7)
Cash and cash equivalents (611.9) - (278.2)
Total current net debt (980.4) (6.5) 196.5
Net debt 2,358.8 (2.8) 2,726.9

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

1 Financial statements

Balance sheet (1) Assets

amounts in euro Note 12 31 2017 12 31 2016
Restated
(*)
NON-CURRENT ASSETS
Tangible assets 1 1,118,635,048 1,193,119,976
Intangible assets 2 95,200,291 115,786,296
Shareholdings 3 3,653,742,408 3,898,166,008
Other non-current financial assets 3 75,696,307 406,463,302
Deferred tax assets 61,172,835 73,426,087
Other non-current assets 5 604,072 4,453,710
Total non-current assets 5,005,050,961 5,691,415,379
CURRENT ASSETS
Inventories 6 78,566,348 71,635,325
Trade receivables 7 551,660,011 650,195,136
Other current assets 8 164,991,718 370,735,926
Current financial assets 9 878,625,624 382,645,017
Current tax assets 10 87,134,265 51,359,537
Cash and cash equivalents 11 611,941,606 278,207,406
Total current assets 2,372,919,572 1,804,778,347
NON-CURRENT ASSETS HELD FOR SALE 12 224,186,503 -
TOTAL ASSETS 7,602,157,036 7,496,193,726

(*) Figures as at December 31,2016 reflect the conclusion of Group LGH Purchase Price Allocation on the shareholding acquired by A2A S.p.A..

(1) As required by Consob Resolution no. 17221 of March 12, 2010, the effects of relations with related parties in the separate financial statements are highlighted in the accounting statements in section 2 and commented on in Note 36. Significant non-recurring events and transactions in the separate financial statements are provided in Note 37 pursuant to Consob Communication DEM/6064293 of July 28, 2006.

Equity and liabilities

amounts in euro Note 12 31 2017 12 31 2016
Restated
(*)
EQUITY
Share capital 13 1,629,110,744 1,629,110,744
(Treasury shares) 14 (53,660,996) (53,660,996)
Reserves 15 586,135,725 466,984,916
Net result of the year 16 268,461,294 274,049,714
Total equity 2,430,046,767 2,316,484,378
LIABILITIES
Non-current liabilities
Non-current financial liabilities 17 3,392,948,136 2,922,181,214
Employee benefits 18 143,512,115 164,559,678
Provisions for risks, charges and liabilities for landfills 19 164,897,725 179,628,845
Other non-current liabilities 20 28,945,973 28,861,924
Total non-current liabilities 3,730,303,949 3,295,231,661
Current liabilities
Trade payables 21 689,579,544 667,474,444
Other current liabilities 21 242,079,728 333,766,188
Current financial liabilities 22 510,147,048 857,449,886
Tax liabilities 23 - 25,787,169
Total current liabilities 1,441,806,320 1,884,477,687
Total liabilities 5,172,110,269 5,179,709,348
LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE - -
TOTAL EQUITY AND LIABILITIES 7,602,157,036 7,496,193,726

Overview of performance, financial conditions and net debt

1 Financial statements Balance sheet

Income statement Statement of comprehensive income Cash-flow statement Statement of changes in equity

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

Income statement (1)

amounts in euro Note 01 01 2017
12 31 2017
01 01 2016
12 31 2016
Revenues
Revenues from the sale of goods and services 3,037,519,957 2,554,203,010
Other operating income 51,791,339 206,691,561
Total revenues
25
3,089,311,296 2,760,894,571
Operating expenses
Expenses for raw materials and services 2,486,302,113 2,083,797,799
Other operating expenses 301,574,408 242,403,978
Total operating expenses 26 2,787,876,521 2,326,201,777
Labour costs 27 127,819,310 151,699,176
Gross operating income - EBITDA 28 173,615,465 282,993,618
Depreciation, amortization, provisions and write-downs 29 87,733,466 360,854,186
Net operating income - EBIT 30 85,881,999
(77,860,568)
Result from non-recurring transactions 31 156,721 48,336,439
Financial balance
Financial income 361,022,925 491,423,599
Financial expenses 121,591,560 233,065,225
Result from disposal of other shareholdings (AFS) - -
Total financial balance 32 239,431,365 258,358,374
Result before taxes 325,470,085 228,834,245
Income taxes 33 2,177,578 (45,215,469)
Result after taxes from operating activities 323,292,507 274,049,714
Net result from discontinued operations 34 (54,831,213) -
NET RESULT OF THE YEAR 35 268,461,294 274,049,714

(1) As required by Consob Resolution no. 17221 of March 12, 2010, the effects of relations with related parties in the separate financial statements are highlighted in the accounting statements in section 2 and commented on in Note 36. Significant non-recurring events and transactions in the separate financial statements are provided in Note 37 pursuant to Consob Communication DEM/6064293 of July 28, 2006.

Statement of comprehensive income

amounts in euro 12 31 2017 12 31 2016
Net result of the year (A) 268,461,294 274,049,714
Actuarial gains/(losses) on Employee's Benefits booked in the Net equity 17,889,911 (36,144,144)
Tax effect of other actuarial gains/(losses) (5,332,920) 11,214,346
Total actuarial gains/(losses) net of the tax effect (B) 12,556,991 (24,929,798)
Effective part of gains/(losses) on cash flow hedge (19,968,842) 24,378,320
Tax effect of other gains/(losses) 5,484,777 (6,302,733)
Total other gains/(losses) net of the tax effect (C) (14,484,065) 18,075,587
Gains/(losses) from recalculation of availiable for sale - -
Tax effect of other gains/(losses) - -
Gains/(losses) from the restatement of financial assets available for sale (D) - -
Total comprehensive result ( A ) + ( B ) + ( C ) + ( D ) 266,534,220 267,195,503

With the exception of the actuarial effects on employee benefits recognized in equity, the other effects stated above will bereclassified to the Income Statement in subsequent years.

Overview of performance, financial conditions and net debt

1 Financial statements

Balance sheet

Statement of

Cash-flow statement Statement of changes in equity

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

Cash-flow statement

amounts in euro 12 31 2017 12 31 2016
Restated
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 278,207,406 587,049,592
Contribution from non recurring transactions - 28,102,900
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 278,207,406 615,152,492
Operating activities
Result of the year (**) 268,044,777 219,713,275
Tangible assets depreciation 72,961,284 121,488,437
Intangible assets amortization 8,299,165 8,429,260
Fixed assets write-downs 423,449 205,394,156
Shareholdings write-downs 1,458,940 60,130,442
Net financial interests 106,326,911 190,769,030
Net financial interests paid (74,043,539) (104,618,280)
Net taxes paid/receivables for disposed taxes (a) 23,433,395 7,958,109
Gross change in assets and liabilities (b) 206,172,308 (249,871,300)
Total change of assets and liabilities (a+b) (*) 229,605,703 (241,913,191)
Cash flow from operating activities 613,076,690 459,393,129
Investment activities
Investments in tangible assets (24,753,413) (27,568,056)
Investments in intangible assets and goodwill (17,617,453) (10,650,456)
Investments in shareholdings and securities (*) (7,563,057) (89,067,015)
Disposal of fixed assets and shareholdings 660,869 6,010,000
Cash flow from investment activities (49,273,054) (121,275,527)
FREE CASH FLOW 563,803,636 338,117,602

(*) Cleared of balances in return of shareholders' equity and other balance sheet items.

(**) Net Result is exposed net of gains on shareholdings' and fixed assets' disposals.

Overview of performance, financial conditions and net debt

1 Financial statements

Balance sheet

Income statement Statement of comprehensive income

Cash-flow

Statement of

changes in equity

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

amounts in euro 12 31 2017 12 31 2016
Restated
Financing activities
Changes in financial assets
Monetary changes:
Change in intercompany currency accounts (482,471,142) 33,841,353
Issuance of loans (86,845,341) (400,000)
Proceeds from loans 403,389,260 240,632
Other monetary changes 200,000 (1,400,000)
Total monetary changes (165,727,223) 32,281,985
Non-monetary changes:
Other non-monetary changes 3,144,944 17,417,043
Total non-monetary changes 3,144,944 17,417,043
Total changes in financial assets (*) (162,582,279) 49,699,028
Changes in financial liabilities
Monetary changes:
Change in intercompany currency accounts (154,781,888) (80,094,802)
Borrowings/bond issued 742,000,000 777,500,000
Repayment of borrowings/bond (476,886,822) (1,184,755,414)
Dividends paid (152,971,846) (125,910,494)
Other monetary changes 2,649,117 (7,811,055)
Total monetary changes (39,991,439) (621,071,765)
Non-monetary changes:
Amortized cost valuations (1,826,939) 6,186,498
Other non-monetary changes (25,668,779) (109,876,449)
Total non-monetary changes (27,495,718) (103,689,951)
Total changes in financial liabilities (*) (67,487,157) (724,761,716)
Cash flow from financing activities (230,069,436) (675,062,688)
CHANGE IN CASH AND CASH EQUIVALENTS 333,734,200 (336,945,086)
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 611,941,606 278,207,406

Statement of changes in equity

Description
amounts in euro
Share
Capital
Treasury
Shares
Note 13 Note 14
Equity at December 31, 2015 1,629,110,744 (60,891,196)
Allocation of 2015 net result
Ordinary dividend distribution
Contribution from non-recurring transactions
Operations on own shares 7,230,200
IAS 32 and 39 reserves (*)
IAS 19 reserve "Employee Benefits" (*)
Net result of the year (*)
Equity at December 31, 2016 1,629,110,744 (53,660,996)
Allocation of 2016 net result
Ordinary dividend distribution
Contribution from non-recurring transactions
IAS 32 and 39 reserves (*)
IAS 19 reserve "Employee Benefits" (*)
Other changes
Net result of the year (*)
Equity at December 31, 2017 1,629,110,744 (53,660,996)
Availability of Equity Reserves
A: For share capital increase
B: To cover losses
C: For distribution to Shareholders - available for euro 326,806,629 (**)
D: Reserves not avaliable

(*) These form part of the statement of comprehensive income.

(**) Of which to fyscal moderate suspension equal to euro 124,783,022.

Overview of performance, financial conditions and net debt

1 Financial statements

Balance sheet Income statement Statement of comprehensive income Cash-flow statement Statement of

changes in equity

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

Total
equity
Net result
of the year
Available for sale
Reserve
Cash Flow hedge
Reserve
Reserves
Note 16 Note 15 Note 15 Note 15
2,161,591,661 (73,487,107) (462,146) (20,678,149) 687,999,515
73,487,107 (73,487,107)
(125,910,494) (125,910,494)
39,584,035 48,336,439 (3,981,983) (4,770,421)
10,063,304 2,833,104
22,057,570 22,057,570
(16,614,973) (16,614,973)
225,713,275 225,713,275
2,316,484,378 274,049,714 (462,146) (2,602,562) 470,049,624
(274,049,714) 274,049,714
(152,971,846) (152,971,846)
156,721 156,721
(14,484,064) (14,484,064)
12,556,991 12,556,991
14 14
268,304,573 268,304,573
2,430,046,767 268,461,294 (462,146) (17,086,626) 603,684,497
D A-B-C

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

Balance sheet pursuant to Consob Resolution no. 17221 of March 12, 2010 Assets

amounts in euro 12 31 2017 of which
Related
Parties
(note 36)
12 31 2016
Restated
of which
Related
Parties
(note 36)
NON-CURRENT ASSETS
Tangible assets 1,118,635,048 1,193,119,976
Intangible assets 95,200,291 115,786,296
Shareholdings 3,653,742,408 3,653,742,408 3,898,166,008 3,898,166,008
Other non-current financial assets 75,696,307 72,258,893 406,463,302 402,792,009
Deferred tax assets 61,172,835 73,426,087
Other non-current assets 604,072 4,453,710
Total non-current assets 5,005,050,961 5,691,415,379
CURRENT ASSETS
Inventories 78,566,348 71,635,325
Trade receivables 551,660,011 122,996,348 650,195,136 171,861,525
Other current assets 164,991,718 40,874,836 370,735,926 59,593,634
Current financial assets 878,625,624 877,425,624 382,645,017 381,245,017
Current tax assets 87,134,265 51,359,537
Cash and cash equivalents 611,941,606 278,207,406
Total current assets 2,372,919,572 1,804,778,347
NON-CURRENT ASSETS HELD FOR SALE 224,186,503 224,186,503 -

Equity and liabilities

amounts in euro 12 31 2017 of which
Related
Parties
(note 36)
12 31 2016
Restated
of which
Related
Parties
(note 36)
EQUITY
Share capital 1,629,110,744 1,629,110,744
(Treasury shares) (53,660,996) (53,660,996)
Reserves 586,135,725 466,984,916
Net result of the year 268,461,294 274,049,714
Total equity 2,430,046,767 2,316,484,378
LIABILITIES
Non-current liabilities
Non-current financial liabilities 3,392,948,136 2,922,181,214
Employee benefits 143,512,115 164,559,678
Provisions for risks, charges and liabilities
for landfills
164,897,725 85,562,099 179,628,845 94,019,372
Other non-current liabilities 28,945,973 28,861,924
Total non-current liabilities 3,730,303,949 3,295,231,661
Current liabilities
Trade payables 689,579,544 76,991,347 667,474,444 79,573,486
Other current liabilities 242,079,728 73,865,565 333,766,188 36,420,057
Current financial liabilities 510,147,048 414,817,753 857,449,886 562,985,047
Tax liabilities - 25,787,169
Total current liabilities 1,441,806,320 1,884,477,687
Total liabilities 5,172,110,269 5,179,709,348
LIABILITIES ASSOCIATED WITH
NON-CURRENT ASSETS HELD FOR SALE
- -
TOTAL EQUITY AND LIABILITIES 7,602,157,036 7,496,193,726

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to

Consob Resolution no. 17221 of March 12, 2010

Balance sheet pursuant to Consob Resolution no. 17221 of March 12, 2010

Income statement pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

Income statement

pursuant to Consob Resolution no. 17221 of March 12, 2010

amounts in euro 01 01 2017
12 31 2017
of which
Related
Parties
(note 36)
01 01 2016
12 31 2016
of which
Related
Parties
(note 36)
Revenues
Revenues from the sale of goods and services 3,037,519,957 824,056,295 2,554,203,010 840,687,784
Other operating income 51,791,339 7,987,565 206,691,561 9,790,621
Total revenues 3,089,311,296 2,760,894,571
Operating expenses
Expenses for raw materials and services 2,486,302,113 111,509,436 2,083,797,799 136,621,523
Other operating expenses 301,574,408 183,350,873 242,403,978 123,250,578
Total operating expenses 2,787,876,521 2,326,201,777
Labour costs 127,819,310 1,787,280 151,699,176 2,714,228
Gross operating income - EBITDA 173,615,465 282,993,618
Depreciation, amortization, provisions and
write-downs
87,733,466 360,854,186
Net operating income - EBIT 85,881,999 (77,860,568)
Result from non-recurring transactions 156,721 48,336,439
Financial balance
Financial income 361,022,925 356,932,677 491,423,599 471,792,883
Financial expenses 121,591,560 1,498,808 233,065,225 63,569,466
Result from disposal of other shareholdings (AFS) - -
Total financial balance 239,431,365 258,358,374
Result before taxes 325,470,085 228,834,245
Income taxes 2,177,578 (45,215,469)
Result after taxes from operating activities 323,292,507 274,049,714
Net result from discontinued operations (54,831,213) (54,831,213) -
NET RESULT OF THE YEAR 268,461,294 274,049,714

General information on A2A S.p.A.

A2A S.p.A. is a company with legal personality organized under the laws of the Italian Republic which operates, also through its subsidiaries ("Group"), both in Italy and abroad.

In particular, as the "Parent Company", A2A S.p.A. is responsible for the guiding strategy, administration, planning and control, financial management and coordinating the activities of the A2A Group.

Therefore, Group companies benefit from administrative, tax, legal, personnel management, procurement and communication services, so as to optimize the resources that are available within the Group and to use the existing known how in a cost-effective way.

The A2A Group mainly operates in the following sectors:

  • production, sale and distribution of electricity even from renewable resources;
  • sale and distribution of gas;
  • production, distribution and sale of heat through district heating networks;
  • waste management (from collection and sweeping to disposal) and the construction and management of integrated waste disposal plants and systems, also making these available for other operators;
  • integrated water cycle management;
  • technical consultancy relating to energy efficiency certificates.

The separate financial statements for A2A S.p.A. are presented in euro, which is also the functional currency in the economies in which the company operates. In particular, the following notes are prepared in thousands of euro.

The separate financial statements of A2A S.p.A. at December 31, 2017, have been prepared on a going-concern basis and comprise the balance sheet, income statement, statement of comprehensive income, cash flow statement, statement of changes in equity and these notes.

The separate financial statements of A2A S.p.A. at December 31, 2017 have been prepared:

  • in compliance with Legislative Decree 58/1998 (art. 154-ter) as amended and with the Issuers' Regulations published by Consob;
  • in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standard Board (IASB) and approved by the European Union. IFRS means all the revised international accounting standards (IAS) and all the interpretations of the International Financial Reporting Interpretations Committee (IFRIC), formerly known as the Standing Interpretations Committee (SIC).

In preparing the separate financial statements, the same standards used for the financial statements at December 31, 2016 were applied, other than the principles and interpretations described in detail in the paragraph below "Changes in accounting principles" adopted for the first time on January 1, 2017.

These explanatory notes include the supplemental information required by the Italian civil code, by Consob Resolutions no. 15519 and 15520 of July 27, 2006, and Consob communication no. 6064293 of July 28, 2006.

In this file, use has been made of some alternative performance indicators (APM) that are different from the financial indicators expressly provided for by the IAS/IFRS international accounting standards adopted by the company; for details of these indicators, please see the specific paragraph "Alternative Performance Indicators (APM)" in the file of the "Report on Operations".

These separate financial statements for the year ended December 31, 2017, were approved on March 20, 2018, by the Board of Directors, which authorized its publication, and has been audited by EY S.p.A. in accordance with their appointment by the shareholders of June 11, 2015, for the nine years from 2016 to 2024.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A.

Financial statements

Basis of preparation

Changes in international

accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt Notes to the

income statement Note on

related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

Financial statements

For the balance sheet, the company A2A S.p.A. has adopted a format which separates current and non-current assets and liabilities, as required by paras. 60 et seq. of IAS 1.

The income statement is presented by nature, a format which is considered more representative than a presentation by function. The selected format is in agreement with the presentation used by the Group's major competitors and in line with international practice.

The specific line items "Result from non-recurring transactions" and "Result from disposal of other shareholdings (AFS)" are in the format of the income statement in order to provide clear and immediate identification of the results arising from non-recurring transactions forming part of continuing operations, separating these from the results from discontinued operations/held for sale. In particular, it should be noted that the item "Result from non-recurring transactions" is intended to include the results from the sale of investments in subsidiaries and associates and other non-operating expenses/ income. This item is presented between net operating income and the financial balance. In this way net operating income is not affected by non-recurring operations, making it easier to measure the effective performance of the Group's ordinary operating activities.

The cash flow statement has been prepared using the indirect method as permitted by IAS 7.

The statement of changes in equity has been prepared in accordance with IAS 1.

The formats adopted for the financial statements are the same as those used to prepare the annual separate financial statements at December 31, 2016.

Basis of preparation

The separate financial statements as at December 31, 2017, have been prepared on a historical cost basis, with the exception of those items which under IFRS must be or can be measured at fair value, as discussed in further detail in the accounting policies.

The accounting principles, the accounting policies and the methods of measurement used in the preparation of the separate financial statements are consistent with those used to prepare the annual separate financial statements at December 31, 2016, except as specified below.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A.

Financial Basis of preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt Notes to the

income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

Changes in international accounting standards

Pursuant to IAS 8, the subsequent paragraph "Accounting standards, amendments and interpretations applicable by the company as of the current year" indicates and briefly illustrates the amendments in force as of January 1, 2017.

The following paragraphs, "Accounting standards, amendments and interpretations not yet approved by the European Union" and "Accounting standards approved by the European Union but applicable in future years" instead detail the accounting standards and interpretations already issued, whether not yet approved or approved by the European Union and therefore not applicable for the preparation of the financial statements at December 31, 2017, any impacts of which will then be transposed as of the financial statements of the following years.

Accounting principles, amendments and interpretations applied by the company from the current year

As from January 1, 2017, some additions have been applied following specific paragraphs of the international accounting standards already adopted by the company in previous years, none of which had an effect, with respect to December 31, 2016, on the company's economic and financial results.

The main changes are described in the following:

  • IAS 7 "Cash Flow Statement": issued by the IASB on January 29, 2016 and published in the Official Journal of the European Union on November 9, 2017, the amendment to the standard in question requires that information be provided to enable the user of the financial statements to evaluate changes in liabilities deriving from financing activities, including both changes deriving from financial flows, and changes that did not result in a cash flow (non-cash changes). Specifically, the A2A Group has provided for the presentation of the data relating to this financial year and the comparison one, highlighting the changes deriving from financing cash flow (loans and leasing) and changes deriving from business combinations.
  • IAS 12 "Income Taxes": issued by the IASB on January 19, 2016 and published in the Official Journal of the European Union on November 9, 2017, the amendment to the standard in question aims to clarify that an entity must consider whether tax limits the sources of taxable income against which it could make deductions related to the reversal of the deductible temporary differences. In addition, the amendment provides guidelines on how an entity should determine future taxable income and explains the circumstances in which taxable income could include the recovery of certain assets for a value greater than their carrying amount.

The amendment did not have any effects on the economic and financial results of the A2A Group or on the presentation methods at December 31, 2017.

Accounting standards, amendments and interpretations not yet approved by the European Union

The following standards and amendments to existing standards are still pending approval by the European Union and are therefore not applicable by the company. The dates indicated reflect the expected effectiveness date and enacted in the standards; this date is however subject to the actual approval by the competent bodies of the European Union:

  • IFRIC 22 "Transactions in foreign currency and recognition of prepayments or collections": issued by the IASB on December 8, 2016, the interpretation of IAS 21 "Transactions in foreign currency" aims to clarify the date on which to use the exchange rate for the purpose of recording the nonmonetary asset/liability relating to transactions in foreign currency. Specifically, the recognition of the advance asset/liability must be carried out at the exchange rate on the day of payment/ collection of the advance and in the same terms the "derecognition" of the same, once the transaction is concluded with the recognition of the related sales revenues, will take place at the same exchange rate with which the non-monetary asset/liability was recorded. Ratification of this interpretation is expected in the first quarter of 2018.
  • IFRIC 23 "Treatment of uncertainties of a fiscal nature": issued on June 7, 2017, the interpretation aims to define a method for dealing with fiscal uncertainties. The company, in recording the taxes

for the year in the financial statements, must ask the question whether the tax treatment in question will be accepted by the tax authority; in case of negative assumption, the amount of taxes recorded in the financial statements will differ from that indicated in the tax declaration as it will reflect the uncertainty under analysis.

  • On June 20, 2016, the IASB issued some amendments to IFRS 2 "Share-based payments" which deal with two main areas: the classification of a share-based payment transaction settled net of obligations for withholding tax; accounting if a change in the terms and conditions of a sharebased payment transaction changes its classification from settled in cash to settled with equity instruments. The approval of this amendment is expected in the course of 2018, which, however, will not have any impact on the A2A Group as no share-based payments are envisaged.
  • On October 12, 2017, the IASB published an amendment to IFRS 9 "Financial instruments" that allows valuing at amortized cost the expenses related early repayment of financial instruments that were previously measured at fair value through profit and loss.
  • On September 11, 2014, the IASB published an amendment to IFRS 10 "Consolidated Financial Statements" and IAS 28 "Shareholdings in affiliates and joint ventures", in order to resolve the conflict between IAS 28 and IFRS 10. According to the provisions of IAS 28, the gain or loss resulting from the sale or transfer of a non-monetary asset to a joint venture or associate in exchange for a share in the capital of the latter is limited to the shareholding in the joint venture or associate by other investors extraneous to the transaction. In contrast, IFRS 10 requires the recording of the entire gain or loss in the event of loss of control of a subsidiary, even if the entity continues to hold a non-controlling stake in it, including in this case also the sale or transfer of a subsidiary to a joint venture or associate. The amendments introduced require that for a sale or transfer of an asset or a subsidiary to a joint venture or associate, the measure of the gain or loss to be recognized in the financial statements of the seller (or transferor) depends on whether the asset or subsidiary sold (or transferred) constitute a business, under the meaning of IFRS 3. If the assets or the subsidiary sold represent a business, the entity shall recognize the gain or loss on the entire investment held; otherwise, the portion of the gain or loss related to the share still held by the entity shall be eliminated. For said amendments, a date of first application has not been established yet.
  • IFRS 14 "Regulatory deferral accounts": the new transitional standard, issued by the IASB January 30, 2014, allows the entity that adopts for the first time the international accounting standards IAS/IFRS, to continue to apply the previous GAAP accounting policies for the evaluation (including impairment) and elimination of regulatory deferral accounts. This standard is still pending approval and will be applicable retroactively from January 1, 2016.
  • Issued by the IASB respectively on December 8, 2016 and December 12, 2017, some amendments to the standards approved in the three-year period 2014 - 2016 and 2015 - 2017. In particular, the following standards issued between 2014 and 2016 are amended:
  • i. IFRS 1, some exemptions are eliminated as provided by specific paragraphs of the standard;
  • ii. the amendment to IAS 18 provides that, if the parent is a venture capital company, it has the power to measure its shareholdings in associates and joint ventures at fair value with recognition of any changes in the income statement;
  • iii. the amendment to IFRS 12 establishes that the disclosure requirements also apply in cases where shareholdings in subsidiaries, associates and joint ventures are classified as "Non-current assets held for sale" in accordance with IFRS 5;

and the following standards approved between 2015 and 2017:

  • i. IAS 12 (Income Taxes): it is specified that taxes related to the distribution of dividends must be recognized when the obligation to recognize the liability to pay the dividend arises;
  • ii. IAS 23 (Financial expenses): the amendment aims to clarify the amount and timing within which it is allowed to capitalize the financial expenses related to financial liabilities entered into in order to acquire assets of lasting value;
  • iii. IAS 28 (Investments in associates): further cases of investments in associates or joint ventures are specified which, although valued at equity, are subject to the provisions of IFRS 9 (including impairment valuations).

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of preparation

Changes in

Accounting standards and policies

Notes to the balance sheet Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

  • On December 8, 2016, the IASB issued an amendment to IAS 40 "Property Investments", which clarifies when an entity is required to transfer the ownership of properties (including those under construction). It also establishes that the only intention of the management to change the use of a property is not evidence of a change in the use of the property investment. The approval by the European Union of the amendment to the standard in question is expected during the first quarter of 2018.
  • IFRS 17 "Insurance contracts": issued by the IASB on May 18, 2017, will be applicable to companies that issue insurance contracts from the financial statements closed as of January 1, 2021. No impact expected on the A2A Group.

Accounting standards approved by the European Union but applicable in future years

The following standards have been approved by the European Union but will apply from 2018; therefore, they are not applicable by the company in the financial statements at December 31, 2017.

• IFRS 9 "Financial instruments": this standard, approved by the European Union on November 29, 2016, entirely replaces IAS 39 "Financial instruments: recognition and measurement" and introduces two new criteria to recognize and measure financial assets and liabilities. The main changes introduced by IFRS 9 may be summarized as follows: financial assets can be measured either at fair value or at their amortized cost. As a result, the categories "loans and receivables", "available-for-sale financial assets" and "held-to-maturity investments" disappear. Classification within the two categories is carried out on the basis of an entity's business model and the contractual cash flow characteristics of the financial asset. A financial asset is measured at amortized cost if both of the following requirements are met: the objective of the entity's business model is to hold assets to collect contractual cash flows (and therefore in substance not to earn trading profits) and the characteristics of the cash flows of the asset are solely payments of principal and interest. A financial asset is measured at fair value if it is not measured at amortized cost. The rules to account for derivatives have been simplified, as the embedded derivative and the host financial asset are no longer recognized separately.

All equity instruments - listed or unlisted - must be measured at fair value (IAS 39 established on the other hand that unlisted equity instruments should be valued at cost if fair value could not be reliably measured).

An entity has the option of presenting changes in the fair value of equity instruments that are not held for trading in equity; that option is not permitted for equity instruments that are held for trading. This designation is permitted on initial recognition, may be adopted for each individual instrument and is irrevocable. If an election is made for this option, changes in the fair value of these instruments may never be reclassified from Equity to the income statement. Dividends on the other hand continue to be recognized in the income statement.

IFRS 9 does not permit reclassifications between the two categories of financial asset except in the rare case of a change in an entity's business model. In this case the effects of the reclassification are applied prospectively.

The disclosures required to be made in the notes have been adjusted to the classification and measurements rules introduced by IFRS 9. On November 19, 2013, the IASB issued an amendment to this standard which mainly regards the following:

  • i. the substantial revision of the "Hedge accounting", which will allow entities to better reflect their risk management activities in the financial statements;
  • ii. enabling entities to change the accounting of liabilities measure at fair value: in particular the effects of a worsening of an entity's own credit risk will no longer be recognized in the income statement;
  • iii. the effective date of the standard is deferring, originally effective as of January 1, 2015.

A partial amendment to the standard was issued in July 2014 on the subject of the valuation of financial instruments, with the introduction of the expected-loss impairment model for loans which replaces the impairment model based on realized losses.

Said impairment model uses a "forward looking" information in order to obtain early recognition of losses on receivables with respect to the "incurred loss" model that defers the recognition of the loss until occurrence of the event with reference to financial assets measured at amortized cost, financial assets measured at fair value recorded in other items of the comprehensive income statement, receivables arising from lease contracts, as well as assets arising from contracts and certain loan commitments and financial guarantee contracts.

The amendment in question is applicable from January 1, 2018.

The company carried out an in-depth analysis of the financial instruments in the portfolio impacted by the application of IFRS 9 and the write-down of receivables from customers according to the new logic (expected losses). On the basis of the information currently available, which could be subject to changes as a result of further information that could become available to the company in 2018, the analysis ended with the identification of non-significant impacts on the valuation of financial assets and liabilities and on the method used to calculate the provision for risks on receivables of the company. The company will adopt the new standard from the date of entry into force of the same and will not re-state the comparative data.

  • IFRS 15 "Revenues from contracts with customers": the standard, issued by the IASB on May 28, 2014 and approved by the European Union on October 29, 2016, is the result of efforts to achieve convergence between the IASB and the FASB ("Financial Accounting Standard Board", the body responsible for issuing new accounting standards in the United States) in order to achieve a single revenue recognition model applicable both in terms of IFRS and US GAAP. The new standard will apply to all contracts with customers, including contract work in progress, and will thus replace the current IAS 18 - Revenues and IAS 11 - Long-term contracts and all related interpretations. The essential element of IFRS 15 requires the recognition of revenue to be carried out for an amount that reflects the amount that the Group expects to be entitled to receive in respect of the transfer of goods and/or services. A contract with a customer falls within the scope of the standard if all the following conditions are met:
  • i. the contract has been approved by the parties to the contract, who have undertaken to carry out their respective obligations;
  • ii. each party's rights in relation to the goods and services to be transferred can be identified and the payment terms have been identified;
  • iii. the contract has commercial substance (the risks, the timing or the cash flows may change as the result of the contract);
  • iv. it is probable that the consideration to which the entity is entitled to in exchange for the goods or services will be collected.

IFRS 15 also includes the disclosure requirements that are significantly more extensive than the existing standard concerning the nature, amounts, timing and uncertainty of revenues and cash flows arising from contracts with customers.

The provisions of IFRS 15, following the amendments made with the amendment issued respectively on September 11, 2015 and April 12, 2016, will be effective for years beginning on or after January 1, 2018; at the present state, the Group does not expect to exercise the option of early adoption granted by the standard. The standard includes mandatory retroactive application and the transition can take place in two possible ways: retroactively to each previous year presented in accordance with IAS 8 (full retrospective approach) or retroactively by accounting for the cumulative effect from the initial application date (modified retrospective approach), in opening equity at January 1, 2018. In case of choosing the second approach, IFRS 15 is only applied retroactively to contracts that are not concluded at the initial application date (January 1, 2018).

The company will apply IFRS 15 following the second approach presented.

For the purpose of implementing IFRS 15, the company completed the analyzes in 2017 and, following what has been identified, in the first few months of 2018 the information systems will be modified in order to record revenues for the year in compliance with the standard introduced.

On the basis of the information currently available, which could be subject to changes as a result of further information that could become available to the company in 2018, the analysis ended with the identification of non-significant impacts on the separate financial statements.

• IFRS 16 "Leases": the standard issued by the IASB on January 13, 2016 and approved by the European Union in November 2017, fully replaces all the previous IFRS accounting requirements for the accounting of leases (IAS 17 and IFRIC 4). The standard applies to all contracts concerning the right to use an asset for a certain period of time in exchange for a specific fee. IFRS 16 sets, for lessees, a single accounting model for all leases (with specific cases of exclusion and exemption), eliminating the distinction between operating and financial leases. The accounting forecasts for lessors remain substantially unchanged compared to the previous provisions.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of

preparation Changes in

Accounting standards and policies

Notes to the balance sheet Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

The initial recognition, for the lessee, involves the recording of assets equal to the right to use the asset and a financial liability corresponding to the present value of the future fees to be paid. The subsequent valuation involves the recognition of the amortization of the right of use on the basis of IAS 16 (or alternative valuation method) and the discounting of the financial liability created during initial recognition using a discount rate defined in the leasing contract. Financial expenses and depreciation/amortization are recognized separately in the income statement.

At the end of the balance sheet, the "off-balance sheet obligations" no longer have to be indicated. The new standard will be in force for the financial years closed from January 1, 2019, with early application permitted on condition that the new IFRS 15 is already adopted or is applied on the same date as the first application of the IFRS 16 in question.

The analyzes to identify impacts and changes to the economic and financial situation of the A2A Group will be carried out in 2018, in time to correctly adopt the standard in question starting from the financial statements closed from January 1, 2019.

• IFRS 4 "Insurance contracts": issued by the IASB on September 12, 2016 and published in the Official Journal of the European Union in November 2017, an amendment to this standard that allows companies that issue insurance contracts to defer the application of IFRS 9 for the accounting of financial investments aligning the date of first application with that of IFRS 17, expected in 2021 (deferral approach) and at the same time eliminating from the income statement some distorting effects deriving from the early application of IFRS 9 with respect to the application of IFRS 17 (overlay approach).

Accounting standards and policies

Translation of foreign currency items

Transactions in currencies other than the euro are initially recognized at the exchange rates at the date of the transaction. Monetary assets and liabilities denominated in a foreign currency are converted into euro at the exchange rates at the balance sheet date.

Non-monetary items measured at historical cost in foreign currency are translated at the exchange rates at the date of the transaction. Non-monetary items measured at fair value are translated at the exchange rates at the date when the fair value was determined.

Tangible assets

Assets for business use are classified as tangible assets, while non-business assets are classified as investment property.

Tangible assets are measured at cost, including any additional charges directly attributable to bringing the asset into an operating condition (e.g. transport, customs duty, installation and testing costs, notary and land registry fees and any non-deductible VAT), increased when material and where there are obligations by the present value of the estimated cost of restoring the location from an environmental point of view or dismantling the asset. Borrowing costs, where directly attributable to the purchase or construction of an asset, are capitalized as part of the cost of the asset if the type of asset so warrants.

If important components of tangible assets have different useful lives, they are accounted for separately using the "component approach", assigning to each component its own useful life for the purpose of calculating depreciation (the component approach).

Land, whether occupied by residential or industrial buildings or devoid of construction, is not depreciated as it has an unlimited useful life, except for land used in production activities that is subject to deterioration over time (e.g. landfills, quarries).

Ordinary maintenance costs are fully expensed to the income statement in the year they are incurred. Costs for maintenance carried out at regular intervals are attributed to the assets to which they refer and are depreciated over the specific residual possibility of use of such.

Assets acquired under finance leases are accounted for on the basis of IAS 17 "Leases", which requires the leased asset to be recognized as a tangible asset together with a financial liability of the same amount. The liability is progressively reduced on the basis of the scheme for the repayment of the capital portion of the contractual lease instalments, while the carrying amount of the asset is systematically depreciated over its economic and technical life or over the shorter of the lease term and the asset's useful life, but only if there is reasonable certainty that the lessee will obtain ownership by the end of the lease term.

For assets acquired in leasing by Group companies, the guidance contained in IFRIC 4 "Determining whether an Arrangement contains a Lease" is applied. This interpretation provides guidance for arrangements which do not take the legal form of a financial lease but in substance transfer the risks and rewards of ownership of the assets included in the arrangement.

Applying the interpretation leads to the same accounting treatment as that required by IAS 17 "Leasing".

Tangible assets are stated net of accumulated depreciation and any write-downs. Depreciation is charged from the year in which the individual asset enters service on a straight-line basis over the estimated useful life of the asset for the business. The estimated realizable value which is deemed to be recoverable at the end of an asset's useful life is not depreciated. The useful life of each asset is reviewed annually and any changes, if needed, are made with a view to showing the correct value of the asset. During the reporting year, the useful lives of the CCGT plants were reviewed, as described in note "1) Tangible assets".

Landfills are depreciated on the basis of the percentage filled, which is calculated as the ratio between the volume occupied at the end of the period and the total volume authorized.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of

preparation

Changes in

Notes to the balance sheet

policies

Net debt Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

The main depreciation rates used, which are based on technical and economic considerations, are as follows:


buildings ___________
0.1 % - 12 %

production plants _________
0.2 % - 36.4 %

distribution networks ____________
1.4 % - 10 %

fiber-optic networks _____________
5%

miscellaneous equipment ________
10% - 33.3 %

mobile phones ____________
100 %

furniture and fittings _____________
6 % - 16.7 %

electric and electronic office machines _________
8.3 %- 33.3 %

means of transport ________
10%

e-moving ___________
10% - 16.9%

improvements to third-party assets - buildings ________
5 % - 6.3 %

Tangible assets are subjected to impairment testing if there is any indication that an asset may be impaired in accordance with the paragraph below "Impairment of assets"; write-downs may be reversed in subsequent periods if the reasons for which they were recognized no longer apply.

When an asset is disposed of or if future economic benefits are no longer expected from using an asset, it is removed from the balance sheet and any gain or loss (being the difference between the disposal proceeds and the carrying amount) is recognized in the income statement in the year of the derecognition.

Intangible assets

Intangible assets are identifiable non-monetary assets without physical substance which are controlled by the enterprise and able to produce future economic benefits, and include goodwill when acquired for consideration.

The fact of being identifiable distinguishes an intangible asset that has been acquired from goodwill; this requirement is normally met when: (i) the intangible asset is attributable to a legal or contractual right, or (ii) the asset is separable, in other words it can be sold, transferred, rented or exchanged individually or as an integral part of other assets.

Control by the enterprise consists of the right to enjoy the future economic benefits flowing from the asset and to restrict the access of others to those benefits.

Intangible assets are stated at purchase or production cost, including ancillary charges, determined in the same way as for tangible assets. Intangible fixed assets produced internally are not capitalized but recognized in the income statement in the year in which the costs are incurred.

Intangible assets with a definite useful life are reported in the financial statements net of the related accumulated amortization and impairments in the same way as for tangible assets. Changes in the expected useful life or in the ways in which the future economic benefits of an intangible asset are achieved by the Company are accounted for by suitably adjusting the period or method of amortization, treating them as changes in accounting estimates. The amortization of intangible fixed assets with a definite useful life is charged to income statement in the cost category that reflects the function of the intangible asset concerned.

Intangible assets are subjected to impairment testing if there are specific indications that they may be impaired, in accordance with the paragraph below "Impairment of assets"; impairment losses may be reversed in subsequent periods if the reasons for which they were recognized no longer apply.

Intangible assets with an indefinite useful life and those that are not yet available for use are subjected to impairment testing on an annual basis, whether or not there are any specific indications that they may be impaired, in accordance with the paragraph below "Impairment of assets". Impairment losses recognized for goodwill are not reversed.

Gains or losses on the disposal of an intangible asset are calculated as the difference between the disposal proceeds and the carrying amount of the asset and recognized in the income statement at the time of the disposal.

The following amortization rates are applied to intangible assets with a definite useful life:

industrial patents and intellectual property rights ______ 20 % - 33.3 %
concessions, licenses, trademarks and similar rights ____ 4.8 % - 33.3 %
other tangible assets_____________ 2.1%

Service concession arrangements

IFRIC 12 states that, based on the characteristics of the concession arrangement, the infrastructures used in the provision of public services under concession are to be recognized as intangible assets if the operator has the right to receive a payment from the customer for the service provided, or as a financial asset if the operator has the right to receive payment from the public sector entity.

Impairment of non-current assets

Tangible and intangible assets are subjected to impairment testing if there is any specific indication that they may be impaired.

Goodwill, other intangible assets with an indefinite useful life and assets not available for use are tested for impairment at least annually or more frequently if there is any specific indication that they may be impaired.

Impairment testing consists of comparing the carrying amount of an asset with its recoverable amount.

The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. To determine an asset's value in use, the entity calculates the present value of the estimated future cash flows on the basis of business plans prepared by management, before tax, applying a pre-tax discount rate which reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is lower than its carrying amount, a loss is recognized in the income statement. If a loss recognized for an asset other than goodwill no longer exists or is reduced, the carrying amount of the asset or cash-generating unit is increased to the new estimate of recoverable value, which may not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset. Reversals of impairment losses are immediately recognized in the income statement.

When the recoverable amount of the individual asset cannot be estimated, it is based on the cash generating unit (CGU) or group of CGUs that the asset belongs to and/or to which it may be reasonably allocated.

CGUs are identified on the basis of the company's organizational and business structure as homogeneous aggregations that generate independent cash inflows deriving from the continuous use of the assets allocated to them.

Environmental certificates: emission quotas and Green Certificates

Different accounting policies are applied to quotas or certificates held for own use in the "Industrial Portfolio" and those held for trading purposes in the "Trading Portfolio".

Surplus quotas or certificates held for own use in the "Industrial Portfolio" which are in excess of the Group's requirements in relation to the obligations accruing at year end are recognized as other intangible assets at the actual cost incurred. Quotas or certificates assigned free of charge are recognized at a zero carrying amount. Given that they are assets for instant use, they are not amortized but subjected to Impairment Testing. The recoverable amount is the higher of value in use and market value. If, on the other hand, there is a deficit because the requirement exceeds the quotas or certificates in portfolio at the balance sheet date, a provision is recognized for the amount needed to meet the residual obligation, estimated on the basis of any purchase contracts, spot or forward, already signed at the balance sheet date; otherwise on the basis of market prices.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of preparation

Changes in international accounting standards

policies

Notes to the balance sheet

Net debt Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

Quotas or certificates held for trading in the "Trading Portfolio" are recognized in inventories and measured at the lower of purchase cost and estimated realizable value based on market trends. Quotas or certificates assigned free of charge are recognized at a zero carrying amount. Market value is established on the basis of any sales contracts, spot or forward, already signed at the balance sheet date; otherwise on the basis of market prices.

Shareholdings in subsidiaries, associates and joint ventures

Subsidiaries are those companies over which A2A S.p.A. exercises control as it "is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee", as defined by IFRS 10.

Associates are companies in which the company has a significant influence over strategic decisions, despite not having control, also considering potential voting rights, meaning voting rights deriving from convertible financial instruments; significant influence is assumed to exist when A2A S.p.A. holds, either directly or indirectly, more than 20% of voting rights exercisable at an ordinary shareholders' meeting.

A joint venture is a contractual agreement whereby two or more parties undertake an income generating activity subject to joint control.

Investments in subsidiaries, associates and joint ventures are recognized in the separate financial statements at their purchase cost less any distributions of capital or impairment losses determined through the Impairment Test.

Should the portion attributable to the company of any impairment losses for the shareholding exceed the carrying value of the investment, the value of the investment is set to zero, and the excess share of the loss is recognized among liabilities as a provision in the event the company in responsible for said liability.

The cost is restored in subsequent periods if the reasons for the impairment should cease to apply.

Long term construction contracts in progress

Construction contracts currently in progress are measured on the basis of the contractual fees that have accrued with reasonable certainty on the basis of the stage of completion, using the "cost to cost" method, so as to allocate the revenues and net result of the contract to the individual periods to which they belong in proportion to the progress being made on the project. Any difference, positive or negative, between the value of the contracts and advances received is recognized as an asset or a liability respectively.

In addition to the contractual fees, contract revenues include variants, price revisions and incentive awards to the extent that it is probable that they represent actual revenues that can be reliably determined. Ascertained losses are recognized independently of the stage of completion of contracts.

Inventories

Inventories of materials and fuel are measured at the lower of weighted average cost and market value at the balance sheet date. Weighted average cost is determined for the period of reference for each inventory code. Weighted average cost includes any additional costs (such as sea freight, customers charges, insurance and lay or demurrage days in the purchase of fuel). Inventories are constantly monitored and, where necessary, obsolete stocks are written down with a charge to the income statement.

Financial instruments

They include shareholdings (excluding shareholdings in subsidiaries, joint ventures and associates) held for trading (so-called trading shareholdings) or available for sale, non-current receivables and loans and other non-current financial assets, trade and other receivables deriving from company operations and other current financial assets such as cash and cash equivalents. The latter consist of bank and postal deposits, readily negotiable securities used as temporary investments of surplus cash and financial receivables due within three months. Financial instruments also include financial payables (bank loans and bonds), trade payables, other payables and other financial liabilities and derivatives.

Financial assets and liabilities are recognized at the time that the contractual rights and obligations forming part of the instrument arise.

Financial assets and liabilities are accounted for in accordance with IAS 39 "Financial Instruments: Recognition and Measurement".

Financial assets are initially recognized at fair value, increased by ancillary charges (purchase/issue costs) in the case of assets and liabilities not measured at fair value through the income statement.

Measurement subsequent to initial recognition depends on which of the following categories the financial instrument falls into:

  • non-derivative financial assets and liabilities at fair value through profit or loss regarding:
  • financial assets and liabilities held for trading (HFT), meaning with the intention of reselling or repurchasing them in the short term;
  • financial liabilities which on initial recognition have been designated as being at fair value through the income statement;
  • other non-derivative financial assets and liabilities which consist of:
  • loans and receivables (L&R);
  • investments held to maturity (HTM);
  • financial liabilities measured at amortized cost;
  • available-for-sale financial assets (AFS);
  • derivatives.

The following is a detailed explanation of the accounting policies applied in measuring each of the above categories after initial recognition:

  • non-derivative financial assets and liabilities at fair value through the income statement are measured at fair value;
  • other non-derivative financial assets and liabilities, other than investments with fixed or determinable payments, are measured at amortized cost. Any transaction costs incurred during the acquisition or sale are treated as direct adjustments to the nominal value of the asset or liability (e.g. issue premium or discount, loan acquisition costs, etc.). Interest income and expense is then remeasured on the basis of the effective interest method. Financial assets are assessed regularly to see if there is any indication that they are impaired. In the assessment of receivables in particular, account is taken of the solvency of debtors, as well as the characteristics of credit risk which is indicative of the ability of the individual debtors to pay. Any write-downs are recognized in the income statement for the period. This category includes investments held with the intent and ability to hold them to maturity, non-current loans and receivables, trade receivables and other receivables originated by the operations of the business, financial payables, trade payables, other payables and other financial liabilities;
  • available-for-sale financial assets are non-derivative financial assets that are not classified as financial assets at fair value through the income statement or other financial assets, which therefore makes them a residual item. They are measured at fair value and any gains or losses generated are recognized directly in equity until the assets are written-down or realized, at which stage they are reclassified to the income statement. Losses recognized in equity are in any case reversed and recognized in the income statement, even if the financial asset has not been eliminated, if there is objective evidence that the asset is impaired. Unlisted investments with a fair value that cannot be reliably measured are measured at cost less any write-downs. Write-downs are reversed when the reasons originating the loss no longer exist, with the exception of write-downs on equity instruments. This category essentially includes the other investments (i.e. not subsidiaries, jointly controlled entities or associates), except for those held for trading (trading investments);
  • derivative instruments, including embedded derivatives separate from the main agreement are measured at current value (fair value) and any changes are recognized in the income statement if they do not qualify as hedging instruments. Derivatives qualify as hedging instruments when the relationship between the derivative and the hedged item is formally documented and the

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of preparation Changes in

international accounting standards

policies

Notes to the balance sheet

Net debt Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

effectiveness of the hedge is high, this being checked periodically. When derivatives hedge the risk of fluctuation in the fair value of hedged items (fair value hedges), they are measured at fair value through the income statement; consistent with this, the hedged items are adjusted to reflect variations in the fair value associated with the hedged risk. When derivatives hedge the risk of changes in the cash flows of the instruments being hedged (cash flow hedges), the effective portion of changes in the fair value of the derivatives is recognized directly in equity, while the ineffective portion is recognized in the income statement. The amounts recognized directly in equity are then reflected in the income statement in line with the economic effects produced by the hedged item.

Changes in the fair value of derivatives that do not meet the conditions to qualify as hedging instruments are recognized in the income statement. In particular, changes in the fair value of derivatives which hedge interest rate risk or currency risk but do not qualify for hedge accounting are recognized in "Financial income/expense" in the income statement; on the other hand changes in the fair value of derivatives which hedge commodity risk but do not qualify for hedge accounting are recognized in "Other operating income" in the income statement.

A financial asset (or where applicable, part of a financial asset or parts of a group of similar financial assets) is derecognized when:

  • contractual rights to the cash flows from the financial asset expire; in particular, the time frame for derecognition relates to the "value date";
  • the company has retained the right to receive the future cash flows of the assets but has assumed a contractual obligation to pass them on to a third party without material delay;
  • the company has transferred the right to receive the cash flows from the asset and (i) has transferred substantially all of the risks and rewards of ownership of the financial asset, or (ii) it has neither transferred nor retained substantially all of the risks and rewards of the asset but has transferred control of the asset.

In the cases in which the company has transferred the rights to receive financial flows from an asset and has neither transferred nor retained substantially all of the risks and rewards or has not lost control of the asset, it continues to recognize the asset to the extent of its continuing involvement in the asset. When continuing involvement takes the form of guaranteeing the transferred asset the extent of the continuing involvement is the lower of the initial carrying amount of the asset and the maximum amount that the company could be required to repay. Trade receivables considered definitively unrecoverable after all necessary recovery procedures have been completed are also removed from the balance sheet.

A financial liability is removed from the balance sheet when the underlying obligation is either discharged or cancelled or when it expires.

Where there has been an exchange between an existing borrower and lender of debt instruments with substantially different terms, or there has been a substantial modification of the terms of an existing financial liability, this exchange or modification is accounted for as a cancellation of the original financial liability and the recognition of a new financial liability. The difference in carrying amounts is recognized in the income statement.

The fair value of financial instruments that are listed in an active market is based on market prices at the balance sheet date. The fair value of instruments that are not listed on an active market is determined by using valuation techniques. In particular, in the absence of a forward market curve the measurement at fair value of financial derivatives for electricity has been estimated internally, using models based on industry best practice.

Non-current assets held for sale, disposal groups and discontinued operations/held for sale – IFRS 5

Non-current assets held for sale, disposal groups and discontinued operations whose carrying amount will be recovered principally through sale rather than continuous use are measured at the lower of their carrying amount and fair value less costs to sell. A disposal group is a group of assets to be disposed of together as a group in a single transaction together with the liabilities directly associated with those assets that will be transferred in that transaction. Discontinued operations/held for sale on the other hand consist of a significant component of the Group such as a separate major line of business or a geographical area of operations or a subsidiary acquired exclusively with a view to resale.

In accordance with IFRSs, the figures for non-current assets held for sale, disposal groups and discontinued operations are shown on two specific lines in the balance sheet: non-current assets held for sale and liabilities directly associated with non-current assets held for sale.

Non-current assets held for sale are not depreciated or amortized and are measured at the lower of carrying amount and fair value less costs to sell; any difference between carrying amount and fair value less costs to sell is recognized in the income statement as a write-down.

The net economic results arising from discontinued operations, and only discontinued operations, pending the disposal process, any gains or losses on disposal and the corresponding comparative figures for the previous year or period are recognized in a specific line of the income statement: "Net result from discontinued operations/held for sale".

Employee benefits

The employees' leaving entitlement (TFR) and pension provisions are determined using actuarial methods; the rights accrued by employees during the year are recognized in the income statement as "labour costs", whereas the figurative financial cost that the company would have to bear if it were to ask the market for a loan of the same amount as the TFR is recognized as part of the "financial balance". Actuarial gains and losses arising from changes in actuarial assumptions are recognized in income statement taking into account the residual average working life of the employees.

Following the introduction of Finance Law no. 296 of December 27, 2006, only the portion of accrued employees' leaving entitlement that remained in the company has been measured in accordance with IAS 19, as amounts are now paid over to a separate entity as they accrue (either to a supplementary pension scheme or to funds held by INPS). As a result of these payments the company no longer has any obligations in connection with the services employees may render in the future.

Guaranteed employee benefits paid on or after the termination of employment through defined benefit plans (energy discount, health care or other benefits) or long-term benefits (loyalty bonuses) are recognized in the period when the right vests.

The liability for defined benefit plans, net of any plan assets, is determined by independent actuaries on the basis of actuarial assumptions and recognized on an accrual basis in line with the work performed to obtain the benefits.

Gains and losses arising from actuarial calculations are recognized in a specific equity reserve.

Provisions for risks, charges and liabilities for landfills

Provisions for risks and charges regard costs of a determinate nature and of certain or probable existence which at year-end are uncertain in terms of timing or amount. Provisions are recognized when there is a legal or constructive present obligation arising from past events, the settlement of which is expected to result in an outflow of resources embodying economic benefits, and it is possible to make a reasonable estimate of the obligation.

Provisions are recognized at the best estimate of the amount that the company would have to pay to settle the liability or to transfer it to third parties at the balance sheet date. If the effect of discounting is significant, provisions are calculated by discounting expected future cash flows at a pre-tax discount rate that reflects the current market assessment of the time value of money. If discounting is used the increase in the provision due to the passage of time is recognized as financial expense.

If the liability relates to tangible assets (such as the dismantling and reclamation of industrial sites), the initial provision is recognized as a counter-entry to the assets to which it refers; expense is then charged to income statement as the asset in question is depreciated.

Treasury shares

Treasury shares are accounted for as a deduction from equity. In particular, treasury shares are recognized as a negative equity reserve.

Grants

Grants, both from public entities and from third party private entities, are measured at fair value when there is the reasonable certainty that they will be received and that the Group will be able to comply with the terms and conditions for obtaining them.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of

Changes in international accounting standards

preparation

policies

Notes to the balance sheet

Net debt Notes to the

income statement Note on

related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

Grants received to provide support for the cost of specific assets are recognized as a direct deduction from the assets concerned and credited to the income statement over the life of the depreciable asset to which they refer.

Revenue grants (given to provide the company with immediate financial support or as compensation for expenses or losses incurred in a previous accounting period) are recognized in their entirety in the income statement as soon as the conditions for recognition thereof are met.

Revenues and costs

Revenues from sales and services are recognized to the extent that it is possible to establish their fair value on a reliable basis and it is probable that the related economic benefits will flow to the Group on the transfer of all significant risks and benefits normally deriving from ownership of the asset or on completion of the service. Depending on the type of transaction, revenues are recognized on the basis of the following specific criteria:

  • revenues for the sale and transport of electricity and gas are recognized at the time that the energy is supplied or the service rendered, even if invoicing has not yet taken place, and are determined by adding estimates of consumption to amounts resulting from pre- established meter-reading schedules. Where applicable, these revenues are based on the tariffs and related tariff restrictions in force during the year prescribed by the law of the Italian Regulatory Authority for Energy Networks and Environment and similar foreign bodies;
  • connection contributions paid by users, if not for costs incurred to extend the network, are recognized in the income statement on collection and presented as "revenues from services";
  • the revenues billed to users for an extension of the gas network are accounted for as a reduction in the carrying amount of tangible assets and are recognized in the income statement as a reduction in the depreciation charged over the useful life of the cost capitalized to extend the network;
  • the revenues and costs involved in withdrawing quantities that are higher or lower than the Group's share are measured at the prices envisaged in the related purchase or sale contract;
  • revenues from the provision of services are recognized according to the stage of completion based on the same criteria as for contract work in progress. If it is impossible to calculate revenues on a reliable basis they are recognized up to the amount of the costs incurred providing they are expected to be recovered;
  • revenues from the sale of certificates are recognized at the time of sale.

Revenues are stated net of returns, discounts, allowances and rebates, as well as directly related taxes.

Expenses relate to goods or services sold or consumed during the year or as a result of systematic allocation; if no future use is envisaged they are recognized directly in the income statement.

Result from non-recurring transactions

The item "Non-recurring transactions" consists of the gains and losses arising from the measurement at fair value less costs to sell or from the sale or disposal of non- current assets (or disposal groups) classified as held for sale within the meaning of IFRS 5, the gains or losses arising on the disposal of shareholdings in unconsolidated subsidiaries and associates and other non-operating income and expense.

Financial income and expenses

Financial income is recognized when interest income arises using the effective interest method, i.e. at the rate that exactly discounts expected future cash flows over the expected life of the financial instrument.

Financial expense is recognized in the income statement on an accrual basis on the basis of the effective interest.

Dividends

Dividend income is recognized when it is established that the shareholders have a right to receive payment, and is recognized as financial income in the income statement.

Income taxes

Current taxes

Current income taxes are based on an estimate of taxable income in compliance with tax regulations in force or substantially approved at the balance sheet date, bearing in mind any exemptions or tax credits due. Account is also taken of the fact that the Group now files for tax on a consolidated basis.

Deferred tax assets and liabilities

Deferred tax assets and liabilities are calculated on the temporary differences between the carrying amount of assets and liabilities in the balance sheet and their tax bases, with the exception of goodwill which is not deductible for tax purposes and any differences resulting from investments in subsidiaries which are not expected to reverse in the foreseeable future. The tax rates used are those expected to apply to the period when the temporary differences reverse. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the tax benefit will be realized. The measurement of deferred tax assets takes account of the period for which business plans are available.

When transactions are recognized directly in equity, any related current or deferred tax effects are also recognized directly in equity. Deferred taxes on the undistributed profits of Group companies are only provided for if there is the real intention to distribute such profits and, in any case, if the taxation is not offset as the result of filing a Group tax return.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Taxes are only offset when they are levied by the same tax authority, when there is the legal right of set-off and when settlement of the net balance is expected.

Use of estimates

Preparing the financial statements and notes requires the use of estimates and assumptions in determining certain assets and liabilities and measuring contingent assets and liabilities. The actual results after the event could differ from such estimates.

Estimates have been used for making assessments for impairment testing, for calculating certain sales revenues, provisions for risks and charges, provisions for receivables and other provisions, depreciation and amortization and for measuring derivatives, employee benefits and taxation. The underlying estimates and assumptions are regularly reviewed and the effect of any change is immediately recognized in the income statement.

The following are the key assumptions made by management as part of the process of making these accounting estimates. The inherently critical element of such estimates comes from using assumptions or professional opinions on matters that are by their very nature uncertain. Changes in the conditions underlying the assumptions and opinions used could have a material impact on subsequent results.

Impairment Test

The book value of the investments is subjected to periodic verification and whenever circumstances or events require more frequent verification. If it is considered that the carrying amount is impaired, the same is written down to its recoverable amount which is estimated with reference to its use or future disposal, depending on the company's latest plans. Management is of the opinion that the estimates of such recoverable amounts are reasonable, although possible changes in the factors underlying the estimates on which these recoverable amounts have been calculated could produce different measurements. For further details on the way in which impairment testing was carried out on the shareholdings of the Parent Company and the results of such testing, reference is made to the specific paragraph.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of preparation

Changes in international accounting standards

policies

Notes to the balance sheet Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

Revenue recognition

Revenues are recognized to the extent that it is probable that the economic benefits are achieved by the company and the related amount can be determined reliably, regardless of the date of collection. Revenues are valued at the fair value of the amount received or to be received, taking into account the payment terms contractually defined and excluding commercial discounts and rebates.

Revenues from sales to retail and wholesale customers are recognized on an accrual basis. The recognition of revenues presupposes the use of estimates based on the best information available that may be subject, however, to changes as a result of new information, not available at the time of estimation.

Provisions for risks and charges

In certain circumstances it is not easy to identify whether a legal or constructive present obligation exists. The directors assess these situations case by case, together with an estimate of the economic resources required to settle the obligation. Estimating such provisions is the result of a complex process that involves subjective judgements on the part of company management. When the directors are of the opinion that it is only possible that a liability could arise, the risks are disclosed in the section on commitments and contingent liabilities without making any provision.

Bad debts provision

The provision for bad debts reflects the estimated losses in the company's receivables portfolio. Provisions have been made to cover specific cases of insolvency as well as estimated losses expected on the basis of past experience with balances of similar credit risk

Although the provision is considered adequate, the use of different assumptions or changes in prevailing economic conditions, even more so in this period of recession, could give rise to adjustments to the bad debts provision.

Depreciation

Depreciation and amortization charges are a significant cost for the company. Non-current assets are depreciated or amortized on a straight-line basis over the useful lives of the assets. The useful lives of the company's non-current assets are established by the directors, with the assistance of expert appraisers, when they are purchased. The company periodically reviews technological and sector changes, dismantling/closure charges and the recovery amount of assets to update their residual useful lives. This periodic update could lead to a change in the period of depreciation or amortization and hence also in the depreciation or amortization charge in future years.

Measurement of derivative instruments

The derivatives used are measured at fair value based on the forward market curve at the balance sheet date, if the underlying of the derivative is traded on markets that provide official, liquid forward prices. If the market does not provide forward prices, forecast price curves are used based on simulation models developed by Group companies internally. However, the actual results of derivatives could differ from the measurements made.

The serious turbulence on markets for the energy commodities traded by the company, as well the fluctuations in exchange and interest rates, could lead to greater volatility in cash flows and in expected results.

Employee benefits

The calculations of expenses and the related liabilities are based on actuarial assumptions. The full effects of any changes in these actuarial assumptions are recognized in a specific equity reserve.

Business combination

Accounting for business combinations entails allocating the difference between purchase cost and net carrying amount to the assets and liabilities of the acquired business. For the majority of assets and liabilities this difference is allocated by recognizing the assets and liabilities at fair value. If positive, the unallocated portion is recognized as goodwill. If negative, it is recognized in the income statement. A2A S.p.A. bases its allocations on available information and, for the more significant business combinations, on external appraisals.

Current taxes and future recovery of deferred tax assets

The uncertainties that exist regarding the way of applying certain tax regulations have led the company to taking an interpretative stance when providing for current taxes in the financial statements; such interpretations could be overturned by official clarifications on the part of the tax authorities.

Deferred tax assets are accounted for on the basis of the taxable profit expected to be available in future years. Assessing the expected taxable profit for the purpose of accounting for deferred taxation depends on factors that can vary over time, and may lead to significant effects on the measurement of deferred tax assets.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of

preparation Changes in international accounting standards

policies

Notes to the balance sheet

Net debt Notes to the

income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

Notes to the balance sheet

The Balance Sheet of A2A S.p.A. includes, with respect to the situation at December 31, 2016, the effect of the following non-recurring transactions:

  • transfer of the business unit relating to "Public Lighting Activities in the Municipalities of Bergamo, Brescia, Milan, Cassano, Pieve Emanuele and San Giuliano Milanese" in favour of the subsidiary A2A Illuminazione Pubblica S.r.l. with effect from January 1, 2017;
  • acquisition of business units relating to "Administration and Finance", "Purchases (excluding the organizational structure of Gestione Magazzini)" and "Communication and External Relations" from the subsidiary Amsa S.p.A. with effect from January 1, 2017;
  • sale of a business unit relating to "Security Control Room and Inspection Service" to the subsidiary A2A Security S.c.p.a. with effect from October 27, 2017.

The figures at December 31, 2016 have been restated to include the capital effects deriving from the Purchase Price Allocation of the LGH Group on the investment acquired by A2A S.p.A..

The shareholding in EPCG, held 41.75% by A2A S.p.A., was reclassified to "Non-current assets held for sale", being a discontinued operation in compliance with the provisions of IFRS 5, following management's decision of July 3, 2017 to exercise the sale put option on the entire shareholding package.

ASSETS

NON-CURRENT ASSETS

1) Tangible assets

thousands of euro Balance at Effect Balance at
12 31 2016 of non
recurring
transactions
Invest. Other
changes
Disposals
and sales
net of prov.
Depreciation
and
write-downs
Total
changes
12 31 2017
Land 32,692 93 821 (366) 548 33,240
Buildings 248,564 1,168 1,918 (59) (10,809) (7,782) 240,782
Plant and machinery 861,770 953 8,220 (58,478) (49,305) 812,465
Industrial and commercial
equipment
1,336 390 (328) 62 1,398
Other assets 1,803 2 6,076 8,699 (3,343) 11,432 13,237
Construction in progress
and advances
18,440 (316) 16,073 (16,697) (624) 17,500
Leasehold improvements 28,515 (28,499) (3) (3) 13
Total tangible assets 1,193,120 (28,813) 24,753 2,961 (425) (72,961) (45,672) 1,118,635
of which:
Historical cost 2,842,080 (33,279) 24,753 3,784 (1,168) 27,369 2,836,170
Accumulated depreciation (1,282,987) 4,466 (823) 743 (72,961) (73,041) (1,351,562)
Write-downs (365,973) (365,973)

At December 31, 2017, "Tangible assets" amounted to 1,118,635 thousand euro (1,193,120 thousand euro in the previous year) and include the negative effect of non-recurring transactions for the year for a total of 28,813 thousand euro.

"Tangible assets" in 2017, net of non-recurring transactions, show a decrease of 45,672 thousand euro resulting from the following:

  • investments for 24,753 thousand euro;
  • other positive changes for 2,961 thousand euro, mainly due to reclassifications from intangible to tangible assets;
  • disposal of assets, net of accumulated depreciation, for 425 thousand euro;
  • amortization for the year for 72,961 thousand euro.

For a detailed analysis of changes in the year, reference shall be made to annex "1. Statement of changes in tangible assets".

Investments made during the year refer to:

  • "Land" for a total of 93 thousand euro, referring to the purchase of new land of the Calabria Unit Power Station Satriano 1° Salto and the Brescia site;
  • "Buildings" for a total amount of 1,168 thousand euro. In detail, they refer: for 555 thousand euro to various interventions on the buildings in Via della Signora, Piazza Trento, Via Orobia, Canavese, Caracciolo and Gonin Warehouse in Milan; for 384 thousand euro to investments in the office in via Lamarmora in Brescia; for 201 thousand euro to interventions on the buildings in Via Suardi and Via Codussi in Bergamo; for 23 thousand euro to interventions on the buildings in Vobarno; for 5 thousand euro to interventions on the buildings of Bormio;

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of

preparation Changes in

international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

  • "Plant and machinery" for 953 thousand euro. In particular, they refer to interventions for 417 thousand euro at the power stations of the hydroelectric units of Calabria; for 214 thousand euro to the power stations of the Valtellina Unit; for 134 thousand euro to the power stations of the Mese and Udine unit; 188 thousand euro for telematic wiring of buildings and for plant automation upgrades;
  • "Industrial and commercial equipment" for 390 thousand euro;
  • "Other assets" relating to furniture, furnishings, IT equipment and assets worth less than 516 euro, for 6,076 thousand euro;
  • "Construction in progress and advances" for an amount of 16,073 thousand euro.

"Tangible assets" include "Construction in progress and advances" for 17,500 thousand euro (18,440 thousand euro at December 31, 2016), which, net of the negative effect of non-recurring transactions for 316 thousand euro, decreased by 624 thousand euro resulting from the counter effects of the following items:

  • the increase of 16,073 thousand euro is mainly due: for 1,373 thousand euro to works on buildings (mainly in the Piazza Trento area in Milan, for the Canavese plant, on the Via Lamarmora site in Brescia, on the Via della Signora site in Milan and for the building of Grosio and Vobarno); 12,083 thousand euro to interventions on plants and machinery, on the Calabria hydroelectric plants (3,366 thousand euro), on the Premadio plants (3,581 thousand euro), on the Grosio and Lovero plants (676 thousand euro), on other Valtellina plants (689 thousand euro), interventions on data, electricity and telephone networks in Valtellina (54 thousand euro), on the Mese and Udine hydroelectric plants (3,623 thousand euro) and 94 thousand euro to the improvement of the generic systems and control room of the Signora site;
  • the decrease resulting from entry into service, amounting to 16,565 thousand euro, including: 1,621 thousand euro for the completion of the works mainly related to the buildings of the Canavese and Lamarmora site; 8,388 thousand euro for works related to the production plants (of which 3,194 thousand euro for the hydroelectric plants of Calabria, 628 thousand euro for the plants in Valtellina, 4,566 thousand euro for the plants in Mese and Udine); 6,556 thousand euro for other assets for the new data center;
  • the decrease of 132 thousand euro due to other changes in the accounts.

2) Intangible assets

thousands of euro Balance at
Effect
Changes during the year
Balance at
12 31 2016 of non
recurring
transactions
Invest. Other
changes
Amort. Total
changes
12 31 2017
Industrial patents and intellectual
property rights
6,954 2,729 1,174 (3,977) (74) 6,880
Concessions, licences, trademarks
and similar rights
10,279 (177) 1,849 133 (4,312) (2,330) 7,772
Goodwill 37,480 1,207 - 38,687
Assets in progress 2,906 12,996 (3,476) 9,520 12,426
Other intangible assets 58,167 43 (28,765) (10) (28,732) 29,435
Total intangible assets 115,786 1,030 17,617 (30,934) (8,299) (21,616) 95,200

At the reporting date, "Intangible assets" amounted to 95,200 thousand euro (115,786 thousand euro at December 31, 2016) and include the effect of non-recurring transactions in the year for a total of 1,030 thousand euro.

In applying IFRIC 12, from 2010 intangible assets also include assets in concession.

The decrease for the year, excluding non-recurring transactions, was 21,616 thousand euro and is due to the combined effect of the following components:

• investments for 17,617 thousand euro;

  • negative changes for 30,934 thousand euro mainly related to the change in environmental certificates and industrial CO2 portions;
  • amortization for 8,299 thousand euro accounted for in the year.

More specifically, investments made during the year refer to the following:

  • 2,729 thousand euro for industrial patents and intellectual property rights mainly concerning the implementation of information technology and computer systems;
  • 1,849 thousand euro for concessions, licences, trademarks and similar rights related to the purchase of software;
  • 12,996 thousand euro for intangible assets under construction;
  • 43 thousand euro for other intangible assets.

Included in the total balance of "Intangible assets" are "Assets in progress" for 12,426 thousand euro (2,906 thousand euro as at December 31, 2016), resulting in an increase of 9,520 thousand euro due to the combined effect of the following items:

  • increase of 12,996 thousand euro mainly relating to the IT projects;
  • decrease of 3,476 thousand euro due to the entry into service of software and IT applications.

For more in-depth information, refer to annex "2. Statement of changes in intangible assets".

Goodwill

thousands of euro Balance at Effect Changes during the year Balance at
12 31 2016 of non
recurring
transactions
Invest. Reclass./
Other
changes
Disp./
Write
downs
Amort. Total
changes
12 31 2017
Goodwill 37,480 1,207 - - - - 1,207 38,687
Total goodwill 37,480 1,207 - - - - 1,207 38,687

Goodwill, amounting to 38,687 thousand euro at December 31, 2017 (37,480 thousand euro at December 31, 2016), was formed as a result of non-recurring transactions with third parties; the increase for the year, amounting to 1,207 thousand euro, derives from the extraordinary acquisition of the business units relating to "Administration and finance", "Purchases (excluding the organizational structure of Gestione Magazzini)" and "Communication and External relations" by the subsidiary Amsa S.p.A..

This goodwill was allocated to the following CGUs: "A2A Reti elettriche" for 4,000 thousand euro, "A2A Reti Gas" for 3,700 thousand euro, "A2A Gas" for 6,800 thousand euro, "A2A Calore" for 18,000 thousand euro and "A2A Ambiente" for 6,187 thousand euro.

Under IAS 36 goodwill, an intangible asset with an indefinite useful life, is not amortized systematically but tested at least once a year ("Impairment Test"). As goodwill neither generates independent cash flow nor can it be sold separately, IAS 36 calls for a secondary audit of its recoverable amount, determining cash flows generated by a set of assets that constitute the business to which it belongs, i.e. the Cash Generating Unit (CGU).

The verification of the recoverable value has been carried out within the broader Impairment Test activities of the various CGU carried out for the Consolidated Financial Statements, which includes the goodwill in question.

From the impairment test carried out, the recoverable value of the CGU revealed no need for writedowns. More specifically, the future cash flows associated with the goodwill of A2A S.p.A. allow the recovery thereof.

The parameters used for the purposes of the Impairment Test are set out in note 2 of the Consolidated Annual Financial Report, to which reference is made for further details.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements

Basis of preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

thousands of euro Balance at
12 31 2016
Effect
of non
Changes
during the
Balance at
12 31 2017
in the NFP of which included
Restated recurring
transactions
year 12 31 2016
Restated
12 31 2017
Shareholdings in subsidiaries 3,851,480 28,500 (269,434) 3,610,546 - -
Shareholdings in affiliates 46,686 - (3,490) 43,196 - -
Other non-current financial assets 406,463 (3,704) (327,063) 75,696 402,749 72,216
Total shareholdings and other non-current
financial assets
4,304,629 24,796 (599,987) 3,729,438 402,749 72,216

3) Shareholdings and other non-current financial assets

Shareholdings in subsidiaries

"Shareholdings in subsidiaries" amounted to 3,610,546 thousand euro (3,851,480 thousand euro at December 31, 2016 Restated).

The following table illustrates the changes during the year:

Shareholdings in subsidiaries
thousands of euro
TOTAL
Balance at December 31, 2016 3,851,480
Effect of non-recurring transactions 28,500
Changes during the year:
- acquisitions and capital increases 7,562
- sales and decreases (10)
- revaluations -
- write-downs (1,352)
- other changes -
- reclassifications (275,634)
Total net changes in the year (269,434)
Balance at December 31, 2017 3,610,546

The value of shareholdings in subsidiaries, net of the positive effect of non-recurring transactions for the year 2017 for 28,500 thousand euro, a total decrease of 269,434 thousand euro compared to the previous year-end and is due:

  • for 7,562 thousand euro to acquisitions for the year, in particular for 7,375 thousand euro, to the subscription of the capital increase of the company Azienda Servizi Valtrompia S.p.A., which brought the shareholding of A2A S.p.A. in the company from 48.77% to 74.55%, consequently, the investment was reclassified to the item "Investments in subsidiaries" under the item "Investments in affiliates"; for 50 thousand euro to the incorporation of the company A2A Rinnovabili S.p.A.; for 23 thousand euro to the incorporation of the company A2A Security S.c.p.a.; for 10 thousand euro to the incorporation of the company Energy Solution S.r.l. and for 10 thousand euro to the incorporation of the company A2A IDRO4 S.r.l., as well as for 94 thousand euro to the payment of the shareholder loan for the company Ecofert S.r.l. in liquidation;
  • for 10 thousand euro to the decrease resulting from the sale of the investment in LaboRAEE S.r.l. (formerly Mincio Trasmissione S.r.l.) to the subsidiary Amsa S.p.A.;
  • for 1,352 thousand to the write-down of the following shareholdings: Camuna Energia S.r.l. (727 thousand euro) and Ecofert S.r.l. in liquidation (625 thousand euro);

• for -279,017 thousand euro to the reclassification of the shareholding in EPCG, held 41.75% by A2A S.p.A., under "Non-current assets held for sale" following management's decision of July 3, 2017 to exercise the sale put option on the entire shareholding package and for 3,383 thousand euro to the reclassification of the shareholding in the company Azienda Servizi Valtrompia S.p.A. from the item "Investments in affiliates companies".

Further information regarding movements involving shareholdings in subsidiary companies may be found within annexes 3a and 4a to compare their book value and corresponding portions of net assets.

Shareholdings in affiliates and joint ventures

"Shareholdings in affiliates and joint ventures" amounted to 43,196 thousand euro (46,686 thousand euro as at December 31, 2016).

The changes in the year are shown below:

Shareholdings in affiliates and joint ventures
thousands of euro
TOTAL
Balance at December 31, 2016 46,686
Changes during the year:
- effect of non-recurring transactions -
- acquisitions and capital increases -
- sales and decreases -
- revaluations -
- write-downs (107)
- reclassifications (3,383)
Total net changes in the year (3,490)
Balance at December 31, 2017 43,196

At December 31, 2017, the value of shareholdings in affiliates presented an overall decrease of 3,490 thousand euro with respect to the previous year attributable:

  • for 3,383 thousand euro to the effect of the reclassification to the item "Investments in subsidiaries" of the investment in Azienda Servizi Valtrompia S.p.A. following the subscription of the capital increase of the same;
  • for 107 thousand to the write-down of the following shareholdings: Sviluppo Turistico lago d'Iseo S.p.A. (102 thousand euro) and Centrale Termoelettrica del Mincio S.r.l. in liquidation (5 thousand euro).

Further details regarding shareholdings in affiliates may be found in annexes 3/b and 4/b.

Impairment of shareholdings in subsidiaries, affiliates and joint ventures

The recoverable value of shareholdings has been measured based on the present value of the corresponding expected net cash flows attributable to the shareholdings of A2A S.p.A.. The cash flows used are in line with those used for the Impairment Test of the CGU for the consolidated financial statements. The same applies to the methodological approach and discount rates adopted further detailed in the Consolidated annual financial report (note 2).

Shown below are the carrying values of the individual shareholdings subject to Impairment Test by an external expert, along with a specification of the type and discount rate applied. It shall be recalled that the Impairment Test is carried out for all investments which have a carrying value higher than the corresponding fraction of shareholders' equity of competence and/or in the presence of specific impairment indicators.

The shareholdings did not require any write-downs.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

Shareholdings
millions of euro
Pre-impairment
test values
at 12 31 2017
Recoverable
amount
(value in use)
at 12 31 2017
Post-tax
WACC
Growth rate
g
Aspem S.p.A. 26.5 69.0 5.0%-6.1%-5.0% (*) 1.0%

(*) The values indicated refer respectively to the three sectors in which the company operates (gas-environment-water networks).

Shareholdings
millions of euro
Pre-impairment
test values
at 12 31 2016
Recoverable
amount
(value in use)
at 12 31 2016
Pre-tax
WACC
Growth rate
g
Aspem S.p.A. 26.5 39.0 7.3%-8.9%-7.0%(*) 1.0%
EPCG 279.0 283.0 9.9% 1.0%

(*) The values indicated refer respectively to the three sectors in which the company operates (gas-environment-water networks).

Shareholdings
millions of euro
Pre
impairment
test values
at 12 31 2016
Recoverable
amount
(value in use)
at 12 31 2016
Write-down Pre-tax
WACC
Growth rate
g
A2A gencogas S.p.A. 564.3 510.3 (54.0) 9.9% 1.0%
Rudnik Uglja Ad Pljevlja 12.1 7.1 (5.0) 12.9% 1.0%

The adoption of the WACC Post-tax calculation method in 2017 compared to the method adopted in 2016, WACC Pre-tax did not entail significant changes.

Other non-current financial assets

"Other non-current financial assets", which include the negative effect of non-recurring transactions for 3,704 thousand euro, amounted to 75,696 thousand euro (406,463 thousand euro at December 31, 2016), of which:

  • financial assets held to maturity represented by Government securities for 96 thousand euro (unchanged from the previous year);
  • financial assets with related parties in the amount of 72,120 thousand euro (402,653 thousand euro at December 31, 2016). This item refers to financial receivables from subsidiaries: Linea Group Holding S.p.A. (42,000 thousand euro), companies acquired by A2A Rinnovabili S.p.A. (HELIOS 1 S.r.l., INTHE 1 S.r.l., INTHE 2 S.r.l., TFV 1 S.r.l. and TFV 2 S.r.l. for a total of 29,438 thousand euro), A2A Montenegro d.o.o. (400 thousand euro) and Seasm S.r.l. (282 thousand euro). During the year under review, A2A gencogas S.p.A. fully repaid the loan recognized at December 31, 2016 for 398,000 thousand euro; non-recurring transactions led to a decrease of 3,704 thousand euro relating to the receivable from the Municipality of Brescia, in application of IFRIC 12, transferred to the subsidiary A2A Illuminazione Pubblica S.r.l.;
  • financial assets held for sale amounted to 3,480 thousand euro (3,714 thousand euro at December 31, 2016) and decreased by 234 thousand euro due to the sales and liquidations in the year under review and consist of other minority shareholdings.

4) Deferred tax assets

thousands of euro Balance at
12 31 2016
Effect of
non-recurring
transactions
Changes
during the
year
Balance at
12 31 2017
Deferred tax assets 73,426 316 (12,569) 61,173

This item, which includes the net effect of deferred tax liabilities and deferred tax assets as per corporate income tax and regional tax as well as provisions made solely for tax purposes, resulted in a net asset of 61,173 thousand euro. The recoverability of "Deferred tax assets" recognized in the financial statements is considered likely, since future plans include IRES taxable income sufficient to absorb the temporary differences that will be reversed; for the years of the plan for which the IRAP taxable income is not provided sufficiently to absorb IRAP temporary differences, it was decided to repay the related IRAP deferred tax assets and liabilities.

Deferred tax assets are calculated using the tax rate applicable at the time of repayment.

At December 31, 2017, the amounts relative to deferred tax assets/deferred tax liabilities have been expressed as net ("offsetting") as per IAS 12 standards.

This item is detailed within the table below:

thousands of euro Balance at
12 31 2017
Balance at
12 31 2016
Value differences of tangible assets 159,959 171,511
Adoption of the financial lease standard (IAS 17) 5,528 5,592
Value differences of intangible assets 2,906 2,886
Deferred capital gains 30 -
Employee leaving entitlement (TFR) 1,226 1,226
Amounts to be paid in 2017 - -
Other deferred tax liabilities 5,980 6,103
Deferred tax liabilities (A) 175,629 187,318
Tax loss carryforwards - -
Taxed risk provisions 83,586 93,488
Amortization, depreciation and write-downs 85,392 89,989
Application of the financial instrument standard (IAS 39) 359 359
Bad debts provision 2,716 2,008
Grants 2,654 2,654
Goodwill 50,466 65,914
Amounts to be paid in 2017 - (1)
Other deferred tax assets 11,629 6,333
Deferred tax assets (B) 236,802 260,744
Net effect deferred tax assets (B-A) 61,173 73,426

For further details and information, please refer to the item "Income/expenses for income tax" on the income statement.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A.

Financial statements

Basis of preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments

with third parties Other information

4 Attachments

5 Independent Auditors' Report

5) Other non-current assets

thousands of euro Balance at
12 31 2016
Effect
of non
recurring
transactions
Changes
during the
Balance at
12 31 2017
in the NFP of which included
year 12 31 2016
Non-current derivatives 3,868 - (3,868) - 3,868 -
Other non-current assets 586 - 19 605 - -
Total other non-current assets 4,454 - (3,849) 605 3,868 -

"Other non-current assets" amounted to 605 thousand euro (4,454 thousand euro as at December 31, 2016), presenting a decrease of 3,849 thousand euro over the previous year and consist of other current receivables. In 2016, this item included non-current derivative instruments for 3,868 thousand euro related to the fair value valuation of a financial instrument at the end of the year; at December 31, 2017, said derivative instrument had a fair value valuation recognized under noncurrent liabilities.

CURRENT ASSETS

6) Inventories

thousands of euro Balance at
12 31 2016
Effect of
non-recurring
transactions
Changes
during the
year
Balance at
12 31 2017
- Materials 1,326 (16) 1,310
- Material obsolescence provision (508) (97) (605)
Total materials 818 - (113) 705
- Fuel 63,754 10,330 74,084
- Others (include environmental certificates) 8 2 10
Raw and ancillary materials
and consumables
64,580 - 10,219 74,799
Third-party fuel 7,055 (3,288) 3,767
Total inventories 71,635 - 6,931 78,566

At December 31, 2017, inventories amounted to 78,566 thousand euro (71,635 thousand euro at December 31, 2016), resulting in a positive change of 6,931 thousand euro for the year.

This item includes:

  • inventories of materials amounting to 705 thousand euro, net of relative provisions for obsolescence for 605 thousand euro;
  • inventories of fuels, for 74,084 thousand euro, which include the inventories of fuels for the production of electricity, as well as the gas inventories for the sale and storage thereof;
  • inventories of environmental certificates related to the trading portfolio for 10 thousand euro;
  • fuels at third parties, for 3,767 thousand euro, relating to coal at the warehouse in Koper that have not cleared customs in Italy yet.

7) Trade receivables

thousands of euro Balance at
12 31 2016
Effect of
non-recurring
transactions
Changes
during the
year
Balance at
12 31 2017
Trade receivables invoices issued 102,812 (8,272) 167,803 262,343
Trade receivables invoices to be issued 557,953 (5,721) (248,316) 303,916
Bad debts provision (10,570) 99 (4,128) (14,599)
Total trade receivables 650,195 (13,894) (84,641) 551,660

At December 31, 2017, trade receivables amounted to 551,660 thousand euro (650,195 thousand euro at December 31, 2016), with a decrease of 84,641 thousand euro, net of the effect of non-recurring transactions, negative for 13,894 thousand euro. These receivables include:

• 428,667 thousand euro of receivables from customers;

• 122,993 thousand euro of receivables from subsidiaries, controlling entities and associates.

At the reporting date, the allowance for bad debts amounted to 14,599 thousand euro, with an increase of 4,128 thousand euro, net of the effect of non-recurring transactions of 99 thousand euro. This provision is considered adequate to cover the risks to which it relates.

The detailed changes in the provisions to adjust the values of receivables are outlined in the following table:

thousands of euro Balance at
12 31 2016
Effect of
non-recurring
transactions
Accruals Utilizations Other
changes
Balance at
12 31 2017
Bad debts provision 10,570 (99) 5,750 (1,622) - 14,599

The following is the aging of trade receivables:

thousands of euro Balance at
12 31 2017
Balance at
12 31 2016
Trade receivables of which: 551,660 650,195
Current 219,563 32,428
Past due of which: 42,780 70,384
- Past due up to 30 days 12,956 45,302
- Past due from 31 to 180 days 12,112 2,137
- Past due from 181 to 365 days 1,350 3,109
- Past due over 365 days 16,362 19,836
Invoices to be issued 303,916 557,953
Bad debts provision (14,599) (10,570)

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments

with third parties Other information

4 Attachments

5 Independent Auditors' Report

8) Other current assets

thousands of euro Balance at
12 31 2016
Effect
of non
Changes
during the
Balance at
12 31 2017
in the NFP of which included
recurring
transactions
year 12 31 2016 12 31 2017
Current derivatives instruments 260,433 - (164,261) 96,172 65 -
Other current assets of which: 110,303 - (41,483) 68,820 - -
- receivables from Cassa per i Servizi Energetici
e Ambientali
5,827 (5,827) -
- advances to suppliers 6,958 12,661 19,619
- receivables from employees 218 (3) 215
- tax receivables 21,351 (19,971) 1,380
- receivables related to future years 963 559 1,522
- receivables from subsidiaries for tax consolidation 59,594 (20,017) 39,577
- receivables from social security entities 1,032 (57) 975
- receivables for water derivation fees 53 - 53
- Stamp office 128 (2) 126
- receivables for security deposits 482 524 1,006
- receivables from Ergosud 9,136 (6,961) 2,175
- receivables for hedging 2,750 (2,750) -
- other sundry receivables 1,811 361 2,172
Total other current assets 370,736 - (205,744) 164,992 65 -

"Other current assets" presented a balance of 164,992 thousand euro (370,736 thousand euro at December 31, 2016), a decrease of 205,744 thousand euro with respect to the previous year.

"Current derivative instruments" amounting to 96,172 thousand euro (260,433 thousand euro at December 31, 2016) refer to the fair value valuation of commodity derivatives at the end of the year under review.

Receivables from Cassa per i Servizi Energetici e Ambientali (Energy and Environmental Services Fund) amounted to zero (5,827 thousand euro at December 31, 2016): during the year in question, the receivables recorded at December 31, 2016 were fully collected, referring to the conclusion of the mechanism concerning Resolution 196/2013/R/gas.

Tax receivables, amounting to 1,380 thousand euro, mainly relate to tax receivables from the tax authorities for excise and withholding taxes, while in the previous year, they included the VAT receivable.

Receivables from Ergosud, amounting to 2,175 thousand euro (9,136 thousand euro at December 31, 2016) refer to the receivable due for new entry plants (Scandale Plant), regarding portions of emission allowances as provided by ARERA Resolutions no. ARG/elt 194/10 and no. 117/10; the decrease compared to the end of the previous year is due to the portion collected in 2017.

9) Current financial assets

thousands of euro Balance at
12 31 2016
Effect
of non
Changes
during the
Balance at
12 31 2017
of which included
in the NFP
recurring
transactions
year 12 31 2016 12 31 2017
Financial assets from third parties 1,400 - (200) 1,200 1,400 1,200
Financial assets from related parties 381,245 6,504 489,676 877,425 381,245 877,425
Total current financial assets 382,645 6,504 489,476 878,625 382,645 878,625

"Current financial assets" amounted to 878,625 thousand euro and refer to:

  • 1,200 thousand euro of financial receivables from third parties;
  • 877,175 thousand euro of financial receivables from subsidiaries for both the balance of intra-group current accounts on which interest rates are applied, at market conditions, with a variable Euribor basis with specific spreads for companies and for the current portion of loans grated to Linea Group Holding S.p.A. and the companies acquired by A2A Rinnovabili S.p.A. (HELIOS 1 S.r.l., INTHE 1 S.r.l., INTHE 2 S.r.l., TFV 1 S.r.l. and TFV 2 S.r.l.);
  • for 250 thousand euro, to financial receivables from associates.

This item, net of the effect of non-recurring transactions, positive for 6,504 thousand euro, increased by 489,476 thousand euro and mainly refers to higher receivables accrued on the correspondence current accounts held with the subsidiaries.

10) Current tax assets

thousands of euro Balance at
12 31 2016
Effect of
non-recurring
transactions
Changes
during the
year
Balance at
12 31 2017
Current tax assets 51,360 - 35,775 87,135

At December 31, 2017, this item amounted to 87,135 thousand euro (51,360 thousand euro at December 31, 2016) and refers to IRAP receivables (13,463 thousand euro), as well as to IRES receivables (61,190 thousand euro), relating to current IRES and to amounts requested for reimbursement on payments of previous years, and the remaining credit for Robin Tax (12,482 thousand euro) paid in previous years and that will be recovered in subsequent years.

11) Cash and cash equivalents

thousands of euro Balance at
12 31 2016
Effect
of non
recurring
Changes
during the
year
Balance at
12 31 2017
in the NFP of which included
transactions 12 31 2016 12 31 2017
Cash and cash equivalents 278,207 - 333,735 611,942 278,207 611,942

"Cash and cash equivalents" at December 31, 2017 amounted to 611,942 thousand euro (278,207 thousand euro at December 31, 2016), with an increase of 333,735 thousand euro compared with the end of the previous year. Bank deposits include accrued interest not yet credited by the end of the year.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A.

Financial statements

Basis of preparation

Changes in international

accounting standards Accounting standards and policies

Notes to the balance sheet

Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

12) Non-current assets held for sale

thousands of euro Balance at
12 31 2016
Effect of
non-recurring
transactions
Changes
during the
year
Balance at
12 31 2017
Non-current assets held for sale - - 224,186 224,186

The item "Non-current assets held for sale" at December 31, 2017 shows a balance of 224,186 thousand euro and includes the shareholding in EPCG, held 41.75% by A2A S.p.A., was reclassified to "Non-current assets held for sale", being a discontinued operation in compliance with the provisions of IFRS 5, following management's decision of July 3, 2017 to exercise the sale put option on the entire shareholding package. The investment was reclassified for a total of 279,017 thousand euro and was written down for 29,017 thousand euro and discounted for a 25,814 thousand euro to adjust its value to fair value.

EQUITY AND LIABILITIES

EQUITY

Equity, which at December 31, 2017 amounted to 2,430,047 thousand euro (2,316,485 thousand euro at December 31, 2016), is set forth within the following table:

thousands of euro Balance at
12 31 2016
Effect of
non-recurring
transactions
Changes
during the
year
Balance at
12 31 2017
Equity
Share capital 1,629,111 - - 1,629,111
(Treasury shares) (53,661) - - (53,661)
Reserves 466,985 - 119,151 586,136
Result of the year 274,050 157 (5,746) 268,461
Total equity 2,316,485 157 113,405 2,430,047

13) Share capital

At December 31, 2017, the "Share capital" amounted to 1,629,111 thousand euro and is comprised of 3,132,905,277 ordinary shares with a unitary value of 0.52 euro each.

14) Treasury shares

The "Treasury shares" amounted to 53,661 thousand euro, unchanged with respect to December 31, 2016 and consist of 23,721,421 own shares held by the company.

15) Reserves

thousands of euro Balance at
12 31 2016
Effect of
non-recurring
transactions
Changes
during the
year
Balance at
12 31 2017
Reserves 466,985 - 119,151 586,136
of which: -
Change in the fair value of cash flow hedge
derivatives and fair value bonds
(2,830) - (19,969) (22,799)
Tax effect 227 - 5,485 5,712
Cash flow hedge and fair value bonds
reserves
(2,603) - (14,484) (17,087)
Change in the IAS 19 Revised reserve -
Employee Benefits
(65,723) - 17,890 (47,833)
Tax effect 18,726 - (5,333) 13,393
IAS 19 Revised reserve -
Employee Benefits
(46,997) - 12,557 (34,440)
Change in the Available-for-sale reserves (608) - - (608)
Tax effect 146 - - 146
Change in Available-for-sale (462) - - (462)

"Reserves", which at December 31, 2017 amounted to 586,136 thousand euro (466,985 thousand euro at December 31, 2016), increased by 119,151 thousand euro mainly due to the distribution of the 2016 dividend.

This item includes the following unavailable reserves:

• for 104,939 thousand euro the reserve arising from the corporate separation occurred in 1999. Such reserve will be available for distribution in portions in the following years based on the amortization carried out by the receiving company on the higher values determining capital gains from contribution;

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of preparation Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt

Notes to the income statement Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

  • 17,087 thousand euro for the negative cash flow hedge reserve including the fair value of hedging derivatives and bonds in foreign currency, net of tax;
  • for 34,440 thousand euro, the negative reserve arising from the adoption of IAS 19 Revised Employee Benefits which requires actuarial profits and losses to be recognized directly in an equity reserve, net of the tax effect;
  • for 462 thousand euro, the negative available-for-sale reserve including the fair value of certain available-for-sale shareholdings net of the tax effect;
  • for 200,170 thousand euro, the legal reserve.

It should be noted that during 2017, dividends amounting to 152,972 thousand euro corresponding to 0.0492 euro per share were distributed, as approved by the shareholders' meeting on May 15, 2017.

16) Result of the year

This item was positive for 268,461 thousand euro and includes the net result for the reporting year.

Reserves and the profits that in case of distribution must be considered as IRES tax suspension amounted to 73,333 thousand euro.

LIABILITIES

NON-CURRENT LIABILITIES

17) Non-current financial liabilities

thousands of euro Balance at
Effect
12 31 2016
of non
recurring
Changes
during the
year
Balance at
12 31 2017
in the NFP of which included
transactions 12 31 2016 12 31 2017
Non-convertible bonds 2,182,566 - 467,344 2,649,910 2,182,566 2,649,910
Payables to banks 739,615 - 3,423 743,038 739,615 743,038
Total non-current financial liabilities 2,922,181 - 470,767 3,392,948 2,922,181 3,392,948

"Non-current financial liabilities" amounted to 3,392,948 thousand euro (2,922,181 thousand euro at December 31, 2016), with an increase of 470,767 thousand euro.

"Non-convertible bonds" regard the following bonds, accounted for at amortized cost:

  • 509,378 thousand euro, maturing in November 2019 and a coupon of 4.50%, the nominal value of which at December 31, 2017, net of the partial repurchase in October 2017 for 56,822 thousand euro nominal, is equal to 510,703 thousand euro;
  • 349,515 thousand euro, maturing in January 2021 and a coupon of 4.375%, the nominal value of which at December 31, 2017, net of the partial repurchase in October 2017 for 78,523 thousand euro nominal, is equal to 351,457 thousand euro;
  • 497,589 thousand euro, maturing in January 2022 and coupon of 3.625%, the nominal value of which is equal to 500,000 thousand euro;
  • 299,121 thousand euro, Private Placement maturing in December 2023 and coupon of 4.00%, the nominal value of which is equal to 300,000 thousand euro;
  • 297,072 thousand euro, maturing in February 2025 and coupon of 1.75%, the nominal value of which is equal to 300,000 thousand euro;
  • 299,116 thousand euro, Private Placement maturing in December 2024 and coupon of 1.25%, the nominal value of which is equal to 300,000 thousand euro;

  • 294,826 thousand euro, maturing in December 2027 and coupon of 1.625%, the nominal value of which is equal to 300,000 thousand euro;

  • 103,293 thousand euro, Private Placement in yen maturing in August 2036 and fixed rate of 5.405%, the nominal value of which is equal to 14 billion yen.

The increase in the non-current component of "Non-convertible bonds", equal to 467,344 thousand euro compared to December 31, 2016, is due to new issues, offset by partial repurchases during the year.

Non-current "Payables to banks" amounted to 743,038 thousand euro, an increase of 3,423 thousand euro.

The following table shows the comparison, for each long-term debt category, between the book value and the fair value, including the portion falling due in the next 12 months. For listed debt instruments, the fair value is determined using stock prices, while for unlisted securities the fair value is determined using valuation models for each category of financial instrument and using market data relating to the closing date of the financial year, including the credit spreads of A2A S.p.A..

thousands of euro Nominal
value
Book
value
Current
portion
Non-current
portion
Fair Value
Bonds 2,665,856 2,695,769 45,859 2,649,910 2,914,540
Bank loans 791,762 790,159 47,121 743,038 780,401
Total 3,457,618 3,485,928 92,980 3,392,948 3,694,941

18) Employee benefits

At the end of the fiscal year, "Employee Benefits" amounted to 143,512 thousand euro (164,560 thousand euro as of December 31, 2016) with changes as follows during the period:

thousands of euro Balance at
12 31 2016
Effect
of non
recurring
transactions
Provisions Utilizations Other
changes
Balance at
12 31 2017
Employee leaving entitlement (TFR) 27,679 841 5,125 (1,120) (4,519) 28,006
Employee benefits 136,881 84 - (5,481) (15,978) 115,506
Total employee benefits 164,560 925 5,125 (6,601) (20,497) 143,512

The change in the year is attributable for 6,601 thousand euro to the decrease due to the net disbursements of the year, to the increase of 925 thousand euro relating to the effect of extraordinary transactions for the year and to the net decrease of 15,372 thousand euro mainly to actuarial valuations for the year, which include the increase deriving from the service cost for 365 thousand euro, the increase deriving from interest cost for 1,898 thousand euro and the decrease deriving from actuarial gains/losses for 17,743 thousand euro.

Technical valuations were carried out on the basis of the following assumptions:

2017 2016
Discount rate from 0.0% to 1.3% from 0.0% to 1.31%
Annual inflation rate 1.5% 1.5%
Annual seniority bonus increase rate 2.0% 2.0%
Annual additional months increase rate 0.0% 0.0%
Annual cost of electricity increase rate 2.0% 2.0%
Annual cost of gas increase rate 0.0% 0.0%
Annual salary increase rate 1.0% 1.0%
Annual TFR increase rate 2.6% 2.6%
Average annual increase rate of supplementary pensions 1.1% 1.1%
Annual turnover frequencies from 4.0% to 5.0% from 2.0% to 5.0%
Annual TFR advance frequencies from 2.0% to 2.5% from 2.0% to 2.5%

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements

Basis of preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt

Notes to the income statement Note on

related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

It is noted that:

  • the discount rate used by the Group varies from company to company on the basis of the average financial term of the bond. The discount rate used is that corresponding to Iboxx Corporate AA;
  • the annual rate of salary increase applied exclusively to companies with fewer than 50 employees on average in 2006 was determined on the basis of the reference data communicated by Group companies;
  • the annual rate of TFR increase, according to art. 2120 of the Civil Code, is equal to 75% of inflation plus 1.5 percentage points;
  • the annual advance and turnover frequencies are derived from historical experiences of the Group and the frequencies arising from the experience of the Actuary on a significant number of similar companies;
  • for the demographic technical bases, it is noted that:
  • for "death", the tables TG62 (Premungas, Electricity and gas discount) and RG48 (other plans) were used;
  • for "inability", the INPS tables divided by age and gender were used;
  • for "retirement", the 100% parameter was used upon reaching the requirements of AGO (Obligatory General Insurance);
  • for the "probability of leaving the family", the table in the INPS model was used for projections to 2010;
  • for the "frequency of the various structures of surviving nuclei and average age of members", the table in the INPS model was used for projections to 2010.

As required by IAS 19, the sensitivity for post-employment employee benefit obligations is outlined below:

thousands of euro Turnover rate
+ 1%
Turnover rate
- 1%
Inflation rate
+ 0.25%
Inflation rate
- 0.25%
Actualization
rate
+ 0.25%
Actualization
rate
- 0.25%
Employee leaving
entitlement (TFR)
27,475 27,741 27,896 27,312 27,137 28,080
thousands of euro Actualization
rate
+ 0.25%
Actualization
rate
- 0.25%
Mortality table
increased
by 10%
Mortality table
decreased
by 10%
Premungas 23,985 24,870 23,263 25,720
Electricity and gas discount 83,136 87,918 88,070 83,151
Additional months 3,192 3,373 n.s. n.s.

19) Provisions for risks, charges and liabilities for landfills

thousands of euro Balance at
12 31 2016
Effect
of non
recurring
transactions
Provisions Releases Utilizations Other
changes
Balance at
12 31 2017
Tax provisions 3,912 - 601 (2,155) (51) 2,307
Personnel lawsuits and disputes
provisions
31,641 (316) 963 (5,169) (6,858) 482 20,743
Other risk provisions 144,076 - 6,917 (434) (8,520) (191) 141,848
Provisions for risks, charges
and liabilities for landfills
179,629 (316) 8,481 (7,758) (15,429) 291 164,898

"Tax Provisions", which amounted to 2,307 thousand euro, refer to provisions for pending or potential litigation with the tax authorities or territorial entities for levies and direct and indirect taxes. The changes in the year were related to the provisions for 601 thousand euro and releases for 2,155 thousand euro, mainly relating to the ICI/IMU dispute with some regional authorities. Utilizations, for 51 thousand euro, refer to disbursements for the year resulting from the closure of some disputes in which the company was unsuccessful.

The "Personnel lawsuits and disputes provisions" amounted to 20,743 thousand euro and refer to lawsuits pending with Social Security Institutions, for contributions not paid for 9,148 thousand euro, to lawsuits with third parties for 10,235 thousand euro and with employees for 1,360 thousand euro, to cover the liabilities that could arise from litigations in progress. Non-recurring transactions brought a negative effect of 316 thousand euro. Provisions for the year, for 963 thousand euro, mainly refer to disputes pending with third parties. Releases amounting to 5,169 thousand euro refer to the disputes in progress with Social Security Institutions following the resolution of the dispute. Utilizations, for 6,858 thousand euro, mainly refer to the payment made following the resolution of the disputes with Social Security Institutions and with third parties. Other changes totalled 482 thousand euro.

"Other risk provisions", amounting to 141,848 thousand euro, relate to the provision concerning the burden of existing bonds present in the tolling contract with the company Ergosud S.p.A. for 83,457 thousand euro, to provisions relating to public water derivation fees for 35,658 thousand euro, to provisions for contractual charges for 14,601 thousand euro and other risk provisions for 8,132 thousand euro. Provisions for the year amounted to 6,917 thousand euro and mainly refer to allocations to provisions relating to public water derivation fees. Releases amounted to 434 thousand euro. Utilizations, amounting to 8,520 thousand euro mainly refer to outlays during the year for onerous contracts. Other changes were negative for 191 thousand euro.

20) Other non-current liabilities

thousands of euro Balance at
12 31 2016
Effect
of non
Changes
during the
Balance at
12 31 2017
of which included
in the NFP
Restated recurring
transactions
year 12 31 2016
Restated
12 31 2017
Other non-current liabilities 14,050 - (3,588) 10,462 - -
Non-current derivatives 14,812 - 3,672 18,484 14,812 18,484
Total other non-current liabilities 28,862 - 84 28,946 14,812 18,484

"Other non-current liabilities" amounted to 28,946 thousand euro and are divided as follows:

  • 18,484 thousand euro for the fair value of financial derivatives to hedge interest rate risk on variable rate mortgages and bonds;
  • for 7,032 thousand euro to the payable to the minority shareholders of Linea Group Holding S.p.A. recognized according to the contractual agreements signed by A2A S.p.A., regulated by specific and clearly identified earn-out clauses, the occurrence of which is considered probable, whereby it is agreed that by the third year following the closing date of the acquisition and upon the fulfilment of certain conditions, up to a maximum of 7,032 thousand euro will be paid;
  • for 3,354 thousand euro to non-current liabilities related to long-term service agreements relating to the maintenance of the plants;
  • 76 thousand euro for "Other non-current liabilities".

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

CURRENT LIABILITIES

21) Trade payables and other current liabilities

thousands of euro Balance at
12 31 2016
Effect
of non
Changes
during the
year
Balance at
12 31 2017
of which included
in the NFP
recurring
transactions
12 31 2016 12 31 2017
Advances 7 - - 7 - -
Payables to suppliers 588,271 - 24,824 613,095 - -
Trade payables to related parties: 79,196 (10,630) 7,912 76,478 - -
- subsidiaries 64,446 (10,630) 9,837 63,653 - -
- parent companies 479 - 66 545 - -
- associates 14,271 - (1,991) 12,280 - -
Total trade payables 667,474 (10,630) 32,736 689,580 - -
Payables to social security institutions 12,683 - 442 13,125 - -
Current derivatives instruments 247,372 - (160,852) 86,520 - -
Other payables: 73,711 (196) 68,919 142,434 - -
- payables for tax consolidation 28,494 - 36,329 64,823 - -
- payables for tax transparency 7,167 - - 7,167 - -
- payables to personnel 17,841 87 (1,478) 16,450 - -
- payables to Cassa per i Servizi Energetici
e Ambientali
3 - - 3 - -
- tax payables 5,466 - 34,308 39,774 - -
- payables for liabilities of competence of the
following year
495 - 2 497 - -
- payables for collections to be allocated 6,168 - (220) 5,948 - -
- payables to insurance companies 1,153 - 445 1,598 - -
- payables to customers for work to be
performed
283 (283) - - - -
- payables to waterway municipalities 1,107 - 76 1,183 - -
- others 5,534 - (543) 4,991 - -
Total other current liabilities 333,766 (196) (91,491) 242,079 - -
Total trade payables and other current
liabilities
1,001,240 (10,826) (58,755) 931,659 - -

"Trade payables and other current liabilities" amounted to 931,659 thousand euro (1,001,240 thousand euro at December 31, 2016), representing an overall decrease of 58,755 thousand euro net of the effect of non-recurring transactions, negative for 10,826 thousand euro.

"Trade payables" amounted to 689,580 thousand euro and include both debt exposure to third-party suppliers (613,102 thousand euro) and trade payables to related parties (76,478 thousand euro).

"Payables to social security institutions" amounted to 13,125 thousand euro and relate to the company's debt position with social security and pension institutions, related to contributions of the month of December 2017 not yet paid.

"Current derivative instruments" amounted to 86,520 thousand euro and refer to the fair value valuation of commodity derivatives.

"Other current liabilities" mainly refer to:

  • payables to subsidiaries for the Group tax consolidation and VAT regime for 64,823 thousand euro;
  • payables for fiscal transparency for 7,167 thousand euro to the associate Ergosud S.p.A.;

  • payables to employees for 16,450 thousand euro relating to payables to employees for the productivity bonus accrued during the year, as well as the expense for holidays accrued but not taken at December 31, 2017;

  • tax payables for 39,774 thousand euro that mainly refer to payables to the tax authorities for VAT, excise and withholding taxes.

22) Current financial liabilities

thousands of euro Balance at
12 31 2016
Effect
of non
recurring
Changes
during the
Balance at
12 31 2017
in the NFP of which included
transactions year 12 31 2016 12 31 2017
Non-convertible bonds 45,482 - 377 45,859 45,482 45,859
Payables to banks 248,982 - (201,861) 47,121 248,982 47,121
Other current financial liabilities - - 2,349 2,349 - 2,349
Financial payables to related parties 562,985 - (148,167) 414,818 562,985 414,818
Total current financial liabilities 857,449 - (347,302) 510,147 857,449 510,147

"Current financial liabilities" amounted to 510,147 thousand euro, a decrease of 347,302 thousand euro.

"Non-convertible bonds" showed an increase of 377 thousand euro due to the calculation of coupons for interest that at December 31, 2017 amounted to 45,859 thousand euro (45,482 thousand euro at December 31, 2016).

Current "Payables to banks" decreased during the year by 201,861 thousand euro, mainly due to the repayment of credit lines and portions of loans.

"Other current financial liabilities" amounted to 2,349 thousand euro.

"Financial payables to related parties" amounted to 414,818 thousand euro and relate to intercompany current accounts on which rates are applied at market conditions, with variable Euribor base with specific spreads for companies.

23) Tax liabilities

thousands of euro Balance at
12 31 2016
Effect of
non-recurring
transactions
Changes
during the
year
Balance at
12 31 2017
Tax liabilities 25,787 (25,787)

At December 31, 2017, this item had no value, while at December 31, 2016, it amounted to 25,787 thousand euro and referred to the current IRES payable that in the financial year 2017 had a credit balance.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt

Notes to the income statement Note on

related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

Net debt

24) Net debt (pursuant to CONSOB Communication no. DEM/6064293 of July 28, 2006 and ESMA/2013/319)

The following table provides details of net debt:

thousands of euro Notes 12 31 2017 Effect of
non-recurring
transactions
12 31 2016
Bonds - non-current portion 17 2,649,910 - 2,182,566
Bank loans - non-current portion 17 743,038 - 739,615
Other non-current liabilities 20 18,484 - 14,812
Total medium/long-term debt 3,411,432 - 2,936,993
Non-current financial assets with related parties 3 (72,120) 3,704 (402,653)
Other non-current financial assets and other non-current
assets
3-5 (96) - (3,964)
Total medium/long-term financial receivables (72,216) 3,704 (406,617)
Total non-current net debt 3,339,216 3,704 2,530,376
Bonds - current portion 22 45,859 - 45,482
Bank loans - current portion 22 47,121 - 248,982
Financial liabilities to third parties - current portion 22 2,349 - -
Other current liabilities 21 - - -
Financial liabilities to related parties - current portion 22 414,818 - 562,985
Total short-term debt 510,147 - 857,449
Other current assets 8 - - (65)
Financial assets with third parties - current portion 9 (1,200) - (1,400)
Financial assets with related parties - current portion 9 (877,425) (6,504) (381,245)
Total short-term financial receivables (878,625) (6,504) (382,710)
Cash and cash equivalents 11 (611,942) - (278,207)
Total current net debt (980,420) (6,504) 196,532
Net debt 2,358,796 (2,800) 2,726,908

Changes in financial assets and liabilities pursuant to IAS 7 "Cash Flow Statement" are set out in the table below:

thousands of euro 12 31 2016 Cash flow Non-cash flow 12 31 2017
Effect
of non
recurring
transactions
Change in
fair value
Other
changes
Bonds 2,228,048 465,032 - 5,696 (3,007) 2,695,769
Financial payables 1,551,582 (352,051) - - 7,795 1,207,326
Other liabilities 14,812 - - 3,672 - 18,484
Financial assets (785,394) (165,727) (2,800) - 3,080 (950,841)
Other assets (3,933) - - 3,933 - -
Net liabilities deriving from financing activities 3,005,115 (52,746) (2,800) 13,301 7,868 2,970,738
Cash and cash equivalents (278,207) (333,734) - - (1) (611,942)
Net debt 2,726,908 (386,480) (2,800) 13,301 7,867 2,358,796

Notes to the income statement

Following the extraordinary transactions described below, the contents of the Income Statement at December 31, 2017 are non-homogeneous and therefore not comparable with those of the end of the previous year which, in turn, included revenues and costs of some activities limited to the first half of 2016 due to the extraordinary transactions of the previous year. The extraordinary transactions for 2017 are listed below:

  • transfer of the business unit relating to "Public Lighting Activities in the Municipalities of Bergamo, Brescia, Milan, Cassano, Pieve Emanuele and San Giuliano Milanese" in favour of the subsidiary A2A Illuminazione Pubblica S.r.l. with effect from January 1, 2017;
  • acquisition of business units relating to "Administration and Finance", "Purchases (excluding the organizational structure of Gestione Magazzini)" and "Communication and External Relations" from the subsidiary Amsa S.p.A. with effect from January 1, 2017;
  • sale of a business unit relating to "Security Control Room and Inspection Service" to the subsidiary A2A Security S.c.p.a. with effect from October 27, 2017.

25) Revenues

Revenues in 2017 amounted to 3,089,311 thousand euro (2,760,895 thousand euro at December 31, 2016).

Details of the most important sources of revenues are provided below:

Revenues
thousands of euro
12 31 2017 12 31 2016 CHANGE
Revenues from the sale of goods 2,885,105 2,380,908 504,197
Revenues from services 152,415 173,295 (20,880)
Total revenues from the sale of goods and services 3,037,520 2,554,203 483,317
Other operating revenues 51,791 206,692 (154,901)
Total revenues 3,089,311 2,760,895 328,416

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt Notes to the

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

Details of the main items are as follows:

thousands of euro 12 31 2017 12 31 2016 CHANGE
Sales of electricity of which: 1,938,607 1,658,868 279,739
- third-party customers 1,662,298 1,377,429 284,869
- subsidiaries 274,335 280,309 (5,974)
- associates 1,974 1,130 844
Sales of gas and fuels of which: 922,216 656,931 265,285
- third-party customers 539,913 312,866 227,047
- subsidiaries 382,194 344,065 38,129
- associates 109 - 109
Sales of heat of which: 285 463 (178)
- third-party customers - 22 (22)
- subsidiaries 285 441 (156)
Sales of materials and plants of which: 5,520 4,312 1,208
- third-party customers 1,151 797 354
- subsidiaries 4,323 3,444 879
- associates 46 71 (25)
Sales of emission certificates and allowances of which: 18,477 60,334 (41,857)
- third-party customers and inventory change 7,036 17,046 (10,010)
- subsidiaries 11,441 43,288 (31,847)
Total revenues from the sale of goods 2,885,105 2,380,908 504,197
Services of which:
- third-party customers 3,407 5,365 (1,958)
- subsidiaries 144,963 129,513 15,450
- Municipalities of Milan and Brescia 3,249 36,959 (33,710)
- associates 796 1,458 (662)
Total revenues from services 152,415 173,295 (20,880)
Total revenues from the sale of goods and services 3,037,520 2,554,203 483,317
Other operating revenues of which:
Other revenues from subsidiaries 7,971 9,759 (1,788)
Other revenues from associates 16 32 (16)
Reinstatement of costs plant S.Filippo del Mela
(essential Unit plant - period January/May 2016)
- 41,755 (41,755)
Damage compensation 607 3,086 (2,479)
Contingent assets 6,565 20,591 (14,026)
Incentives for production from renewable sources
(feed-in-tariff)
34,137 94,894 (60,757)
Gains on disposals of tangible assets 66 6,271 (6,205)
Other revenues 2,429 30,304 (27,875)
Total other operating revenues 51,791 206,692 (154,901)
Total revenues 3,089,311 2,760,895 328,416

"Revenues from the sale of goods and services" amounted to 3,037,520 thousand euro (2,554,203 thousand euro in 2016).

Sales revenues amounted to 2,885,105 thousand euro and mainly refer to the sale of electricity (1,938,607 thousand euro) to wholesalers and institutional operators (Gestore Mercato Elettrico S.p.A. and Terna S.p.A.), also through sales on the IPEX markets (Italian Power Exchange) as well as to subsidiaries and associates for a total of 26,440 million kWh, to the sale of gas and fuel to third parties and subsidiaries (922,216 thousand euro) from the commercialization of 2,311 million cubic meters of gas, the sale of heat and materials in particular to subsidiaries (5,805 thousand euro) and the sale of environmental certificates to third parties and subsidiaries (18,477 thousand euro).

Revenues from services amount to 152,415 thousand euro and mainly relate to revenues from provisions to subsidiaries of administrative, fiscal, legal, managerial and technical services, and revenues from the Municipality of Milan for the video surveillance service.

"Other operating revenues", equal to 51,791 thousand euro (206,692 thousand euro in the previous year), refer to the recognition, as of 2016, of incentives on net production from renewable sources (34,137 thousand euro) for the entire remaining period of right to Green Certificates after 2015 recognized by the Energy Services Operator, in implementation of the Ministerial Decree of July 6, 2012 as regards plants from renewable sources (entered into service by December 31, 2012 and that have acquired the right to benefit from Green Certificates); as well as rents from subsidiaries and associates, contingent assets recorded as a result of the difference of appropriations in previous years, reimbursements for damages and penalties received from customers, insurance and private entities.

26) Operating expenses

"Operating expenses" totalled 2,787,877 thousand euro (2,326,202 thousand euro in 2016).

The main components of this item are as follows:

Operating expenses
thousands of euro
12 31 2017 12 31 2016 CHANGE
Costs for raw materials and consumables 2,297,983 1,882,551 415,432
Costs for services 188,319 201,247 (12,928)
Total expenses for raw materials and services 2,486,302 2,083,798 402,504
Other operating expenses 301,575 242,404 59,171
Total operating expenses 2,787,877 2,326,202 461,675

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements

Basis of preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt Notes to the

Note on related party transactions Consob

Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

Expenses for raw materials and services
thousands of euro
12 31 2017 12 31 2016 CHANGE
Purchases of power and fuel of which: 2,264,696 1,776,216 488,480
- third-party suppliers 2,187,882 1,698,592 489,290
- subsidiaries 76,727 77,178 (451)
- associates 87 446 (359)
Change in inventories of fuel (10,363) 18,991 (29,354)
Purchases of water of which: 220 383 (163)
- third-party suppliers 145 317 (172)
- subsidiaries 75 66 9
Purchases of materials of which: 7,227 11,114 (3,887)
- third-party suppliers 7,209 11,076 (3,867)
- subsidiaries 18 38 (20)
Change in inventories of materials 146 1,582 (1,436)
Hedging gains on operating derivatives (13,665) (19,255) 5,590
Hedging losses on operating derivatives 6,689 4,234 2,455
Purchases of emission certificates and allowances of which: 43,033 89,286 (46,253)
- third-party suppliers 42,879 64,020 (21,141)
- subsidiaries 154 25,247 (25,093)
- associates - 19 (19)
Total expenses for raw materials and consumables 2,297,983 1,882,551 415,432
Delivery and transmission costs of which: 90,651 65,555 25,096
- third-party suppliers 87,590 62,629 24,961
- subsidiaries 3,061 2,926 135
Maintenance and repairs 27,503 36,957 (9,454)
Services of which: 70,165 98,735 (28,570)
- third-party suppliers 55,896 68,902 (13,006)
- Municipalities of Milan and Brescia - 101 (101)
- subsidiaries 13,977 29,433 (15,456)
- associates 292 299 (7)
Total service costs 188,319 201,247 (12,928)
Total costs for raw materials and services 2,486,302 2,083,798 402,504
Leasehold improvements: 227,493 173,977 53,516
- third-party suppliers 44,322 54,114 (9,792)
- subsidiaries 166,716 100,528 66,188
- associates 16,455 19,335 (2,880)
Other operating costs of which: 74,082 68,427 5,655
Other expenses from subsidiaries 104 3,369 (3,265)
Other expenses from associates 76 - 76
Water derivation concession fees 35,499 35,122 377
Damages and penalties 808 731 77
Contingent liabilities 13,433 3,142 10,291
Losses on disposal of tangible assets 417 466 (49)
Sundry operating expenses 23,745 25,597 (1,852)
Total other operating costs 301,575 242,404 59,171
Total operating expenses 2,787,877 2,326,202 461,675

The following table sets out details of the more significant components:

"Expenses for raw materials and services" amounted to 2,486,302 thousand euro (2,083,798 thousand euro in 2016).

Costs for raw materials and consumables amounted to 2,297,983 thousand euro and mainly refer to costs for purchases of electricity and fuel (2,264,696 thousand euro) from third parties and subsidiaries for both electricity production and for resale to customers and wholesalers; the change in inventories of fuels (-10,363 thousand euro), net of the positive effect of gains/losses from hedging derivatives (-6,976 thousand euro); the purchase of materials and water (7,593 thousand euro including the change in inventories); and the purchase of environmental certificates (43,033 thousand euro).

Service costs amounted to 188,319 thousand euro and relate to the logistics costs for transport on the natural gas network (90,651 thousand euro), costs for maintenance and repairs (27,503 thousand euro) related to both the plants and information systems of the company, as well as costs for services from third parties and subsidiaries (70,165 thousand euro) that include costs for administrative and technical professional services, costs for certification activities, gas storage costs, expenses for insurance, monitoring, banking and other services.

"Other operating costs" amounted to 301,575 thousand euro (242,404 thousand euro in 2016). This item includes the use of third-party assets for 227,493 thousand euro mainly relating to the contracting of thermoelectric production plants "tolling agreement" owned by the subsidiaries A2A Energiefuture S.p.A. and A2A gencogas S.p.A., costs related to the use of part of a portion of the electricity capacity of Ergosud S.p.A. under the "tolling" contract and administration stipulated between the parties contract and the contracting of the plant in Bertonico (Lodi) within the framework of the agreement stipulated last year with the companies Sorgenia S.p.A. and Sorgenia Power S.p.A. for the first nine months of the year because since October 1, 2017, the contract has been suspended due to regulatory uncertainties. Other costs amounted to 74,082 thousand euro and mainly refer to public water derivation fees, damages and penalties and contingent liabilities.

During the year, the Company paid 2,000 thousand euro in donations to the AEM and ASM Foundations.

Trading margin

The following table sets out the results arising from the trading portfolio; these figures relate to trading in electricity, gas and environmental certificates.

Trading margin
thousands of euro
NOTES 12 31 2017 12 31 2016
Revenues 25 1,497,038 1,179,532
Operating costs 26 (1,494,586) (1,192,696)
Total trading margin 2,452 (13,164)

The increase in the volatility of the energy markets allowed highlighting a positive result of the more systematic activities of the trading desk as, in particular, those of relative value trading, liquidity provider and statistical arbitrage. This positive performance made it possible to offset the depreciation trend in the value of interconnection capacity with foreign countries, which had affected the results in the first half.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements Basis of

preparation

Changes in international accounting standards

Accounting standards and

policies Notes to the

balance sheet Net debt

Notes to the

Note on related party transactions Consob

Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

27) Labour costs

Net of capitalized expenses, labour costs at December 31, 2017, amounted to 127,819 thousand euro (151,699 thousand euro in the previous year).

"Labour costs" may be analyzed as follows:

Labour costs
thousands of euro
12 31 2017 12 31 2016 CHANGE
Wages and salaries 85,264 98,499 (13,235)
Social security charges 27,663 32,867 (5,204)
Employee leaving entitlement (TFR) 5,125 5,892 (767)
Other costs 11,126 15,770 (4,644)
Total labour costs before capitalizations 129,178 153,028 (23,850)
Capitalized labour costs (1,359) (1,329) (30)
Total labour costs 127,819 151,699 (23,880)

The table below shows the average number of employees during the year, broken down by category:

2017 2016 CHANGE
Managers 92 76 16
Supervisors 259 198 61
White-collar workers 969 866 103
Blue-collar workers 167 156 11
Total 1,487 1,296 191

At December 31, 2017, A2A S.p.A. employees totalled 1,500, including the effects of non-recurring transactions for the year, while at December 31, 2016, they were equal to 1,410.

The item "Other labour costs" includes early retirement incentives for 191 thousand euro (598 thousand euro at December 31, 2016).

The item also includes the remuneration paid by A2A S.p.A. to the members of the Board of Directors in the year for a total of 2,002 thousand euro; for further details, reference is made to the specific file "Remuneration Report - 2018".

28) Gross operating income

Due to the effect of the dynamics explained above, "Gross operating income" totalled 173,615 thousand euro (282,994 thousand euro in 2016).

29) Depreciation, amortization, provisions and write-downs

"Depreciation, amortization, provisions and write-downs" equalled 87,733 thousand euro (360,854 thousand euro at December 31, 2016).

The following table provides details of the individual items:

Depreciation, amortization, provisions and write-downs
thousands of euro
12 31 2017 12 31 2016 CHANGE
Amortization of intangible assets 8,299 8,429 (130)
Depreciation of tangible assets 72,961 121,489 (48,528)
Other write-downs of fixed assets - 203,300 (203,300)
Total amortization, depreciation and write-downs 81,260 333,218 (251,958)
Bad debts provision included in current assets and cash and
cash equivalents
5,750 4,528 1,222
Provisions for risks 723 23,108 (22,385)
Total depreciation, amortization, provisions and write-downs 87,733 360,854 (273,121)

In particular, "Depreciation and Amortization" totalled 81,260 thousand euro (129,918 thousand euro in 2016). This item includes, in addition to the effect of non-recurring operations, depreciation and amortization resulting from investments made during the year in question net of the depreciation and amortization following the conclusion of the process of depreciation of plant parts and disposals during the year. Depreciation is calculated on the basis of technical and economic rates considered representative of the remaining useful life of the related tangible assets.

At December 31, 2017, write-downs of assets had no value, while at December 31, 2016, they amounted to 203,300 thousand euro and included for 202,000 thousand euro the write-down of the thermoelectric plant in Monfalcone as a result of the findings of the appraisal carried out by an independent external expert and for 1,300 thousand euro the write-down carried out on some plants in the first half of 2016 by the former Edipower S.p.A..

Regarding the transposition of the "Growth Decree", which lays down procedures for calculating the surrender value of the water system works used to supply water under concession to hydroelectric power plants (the "wet works"), the calculation criteria (revaluation coefficients and useful lives) needed to quantify the surrender value at the end of the relative concessions have not been set yet by the relevant authorities. In the absence of a regulatory framework, the company had carried out, as of June 2012, a series of simulations using ISTAT coefficients, which were found to be the only possible data that is objectively usable, and made its own estimates of the economic and technical lives of the assets. The results of these simulations led to a very wide variability range, confirming that it is currently impossible to make a reliable estimate of the surrender values at the end of the concessions. Nevertheless, for concessions close to expiry the net carrying amount of the wet works was significantly lower than the range of results obtained. As a result, therefore, since June 30, 2012, depreciation and amortization is no longer charged only for those concessions nearing expiry, while the same valuation methods continue to be applied to the remaining concessions.

The "Bad debt provision" amounted to 5,750 thousand euro (4,528 thousand euro at December 31, 2016), increasing by 1,222 thousand euro.

The balance of "Provisions for risks" shows a net effect of 723 thousand euro (23,108 thousand euro at December 31, 2016) due to allocations of 8,481 thousand euro made during the year, offset by the 7,758 thousand euro of risk provisions made in previous years, released in the current year since the original disputes have ceased to exist. Provisions in the year included for 6,917 thousand euro provisions to "Other risk provisions" mainly related to public water derivation fees and contractual charges, for 963 thousand euro provisions to "Personnel lawsuits and disputes provision", for 601 thousand euro provisions to "Tax provisions"; releases mainly refer to "Personnel lawsuits and disputes provisions" relating to ongoing lawsuits with Social Security Institutions, and "Tax provisions", in particular the ICI/IMU dispute. For further details, reference is made to note 19) Provisions for risks, charges and liabilities for landfills.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes General information on A2A S.p.A. Financial statements Basis of preparation Changes in international accounting standards Accounting standards and policies

Notes to the balance sheet Net debt

Notes to the

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

30) Net operating income

The "Net Operating Income" is positive by 85,882 thousand euro (negative by 77,860 thousand euro at December 31, 2016).

31) Result from non-recurring transactions

At December 31, 2017, the item in question amounted to 157 thousand euro and reflects the income deriving from the sale of the business segment relating to "Security Control Room and Inspection Service" to the subsidiary A2A Security S.c.p.a.. At December 31, 2016, this item had a balance of 48,336 thousand euro and included the income deriving from the demerger of the "Cellina Unit" (formerly Edipower S.p.A.) in favour of Cellina Energy S.r.l..

32) Financial balance

Financial income exceeded financial expenses by 239,431 thousand euro (positive for 258,358 thousand euro at December 31, 2016). Details of the most significant items are shown in the table below:

Financial income

Financial income
thousands of euro
12 31 2017 12 31 2016 CHANGE
Income on derivatives 28 16,234 (16,206)
Income from financial assets: 360,995 475,189 (114,194)
Income from dividends: 345,758 449,127 (103,369)
- subsidiaries 344,202 446,885 (102,683)
- associates 1,444 1,014 430
- in other companies 112 1,228 (1,116)
Gains from disposal financial assets 495 - 495
Income on receivables/securities recorded as
non-current assets:
- 4 (4)
- from others - 4 (4)
Income on receivables/securities recorded as current assets: 13,823 24,848 (11,025)
- from subsidiaries 11,253 17,568 (6,315)
- from associates 34 192 (158)
- from parent companies - 6,134 (6,134)
- from others: 2,536 954 1,582
a) on bank accounts 153 484 (331)
b) on other receivables 2,383 470 1,913
Foreign exchange gains 919 1,210 (291)
Total financial income 361,023 491,423 (130,400)

"Financial income" totalled 361,023 thousand euro (491,423 thousand euro at December 31, 2016), and relate to income from financial assets.

In particular, the income on derivatives amounted to 28 thousand euro (16,234 thousand at December 31, 2016) and refer to the realized gains on financial derivative contracts.

Income on financial assets amounted to 360,995 thousand euro (475,189 thousand euro at December 31, 2016) and concerned:

  • income on dividends in the amount of 345,758 thousand euro (449,127 thousand euro in the previous year) which refer to dividends distributed by subsidiaries, 344,202 thousand euro, associates, 1,444 thousand euro, and certain investees of A2A S.p.A., 112 thousand euro;
  • income from gains on the disposal of financial assets for 495 thousand euro, in particular the sale of the investment in LaboRAEE S.r.l. (formerly Mincio Trasmissione S.r.l.) to the subsidiary Amsa S.p.A.;

  • income on receivables/securities booked under current assets in the amount of 13,823 thousand euro (24,848 thousand euro at December 31, 2016), including 11,253 thousand euro (17,568 thousand euro at December 31, 2016) interest from subsidiaries on intercompany loans; 34 thousand euro (192 thousand euro at December 31, 2016) in interest income from affiliates; 2,536 thousand euro (954 thousand euro at December 31, 2016) in interest on bank deposits and sundry receivables. At December 31, 2016, this item included income from the Municipality of Brescia, in accordance with the interpretation of IFRIC 12 relating to public lighting systems, for 6,134 thousand euro;

  • foreign exchange gains in the amount of 919 thousand euro (1,210 thousand euro in the previous year).

Financial expenses

Financial expenses
thousands of euro
12 31 2017 12 31 2016 CHANGE
Expenses on financial assets held for trading 1,459 60,130 (58,671)
- Shareholdings write-downs 1,459 60,130 (58,671)
Expenses on derivatives 4,190 4,609 (419)
Expenses on financial assets 115,943 168,326 (52,383)
- from subsidiaries 40 3,539 (3,499)
- from associates - - -
- parent company - - -
- others: 115,903 164,787 (48,884)
a) interest on bond loans 91,043 119,512 (28,469)
b) banks 4,827 5,784 (957)
c) discounting charges 2,120 2,609 (489)
d) sundry 16,618 36,325 (19,707)
e) foreign exchange losses 1,295 557 738
Total financial expenses 121,592 233,065 (111,473)

"Financial expenses" amounted to 121,592 thousand euro (233,065 thousand euro in 2016) and referred to:

  • for 1,459 thousand euro (60,130 thousand euro at December 31, 2016) to the write-down of the shareholdings in Camuna Energia S.r.l., Ecofert S.r.l. in liquidation, Sviluppo Turistico lago d'Iseo S.p.A. and the thermoelectric plant of Mincio S.r.l. in liquidation. In 2016, this item included the write-downs of the shareholdings in A2A gencogas S.p.A., Rudnik Uglja Ad Pljevlja and in A2A Alfa S.r.l.;
  • realized losses on derivatives for 4,190 thousand euro (4,609 thousand euro at December 31, 2016);
  • for 115,943 thousand euro (168,326 thousand euro at December 31, 2016) for expenses from financial liabilities, made up of:
  • interest charged by subsidiaries in the amount of 40 thousand euro (3,539 thousand euro in 2016) on intercompany loans extended under the Group's cash management system;
  • other financial charges in the amount of 115,903 thousand euro (164,787 thousand euro at December 31, 2016), which relate to interest on bonds and interest on the revolving credit lines used with various banks and other financial expenses. Other financial expenses include, for 16,722 thousand euro (35,665 thousand euro in 2016), the charges incurred by the company for the partial buyback of bonds maturing in 2019 and 2021 for an amount respectively of 56,822 thousand euro and 78,523 thousand euro; said charges are determined by the difference between the repurchase price and the carrying value in the financial statements of the bond concerned.

The nature and content of derivatives are described in the section "Other information".

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of preparation Changes in international accounting standards Accounting standards and policies Notes to the balance sheet

Net debt Notes to the

Note on related party transactions Consob Communication

no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

6 Report of the Board of Auditors

33) Income taxes

Income taxes
thousands of euro
12 31 2017 12 31 2016 CHANGE
Current IRES (7,511) (17,572) 10,061
Current IRAP - - -
Effect of differences - taxes of previous years (823) 3,560 (4,383)
Total current taxes (8,334) (14,012) 5,678
Deferred tax assets 21,797 39,617 (17,820)
Deferred tax liabilities (11,285) (70,821) 59,536
Total losses/gains for income taxes 2,178 (45,216) 47,394

It is noted that for IRES purposes, the company filed for tax on a consolidated basis, together with its main subsidiaries, in accordance with arts. 117-129 of DPR 917/86.

To this end, a contract has been entered into with each of the subsidiaries to regulate the tax benefits and burdens transferred, with specific reference to current items.

The deferred tax assets and liabilities calculated when determining the subsidiaries' taxable income, again only for IRES purposes, are not transferred to the parent company, A2A S.p.A., but are recognized in the income statement of the individual subsidiary each time there is an effective divergence between net income calculated for tax reporting purposes and net income calculated for financial reporting purposes due to any temporary differences. The deferred tax assets and liabilities shown in the income statement of A2A are therefore calculated exclusively on the divergences between its income for taxable purposes and income for financial reporting purposes.

Current income tax (IRES) of A2A S.p.A. is calculated on its own taxable income net of the adjustments relating to the national tax consolidation filing, in accordance with appendix E of accounting standard OIC 25 of August 2014.

In compliance with accounting standard OIC 25, the "income/expense related to consolidation", which constitute the remuneration/counter-entry for the transfer to the parent company A2A of a tax loss or taxable income, are recognized in the balance sheet.

The total amount of IRAP is calculated at 5.57% of the net value of production, suitably adjusted for the items foreseen in the relevant tax legislation (see below for information on the rate).

The deferred tax assets and liabilities for IRAP purposes are booked to the income statement so as to show the total tax charge for the year, taking into account the tax effects of temporary differences. The recoverability of the "IRES deferred tax assets" recorded in the financial statements is considered probable, as the future plans provide for IRES taxable income sufficient for the absorption of the temporary differences that will be reversed; on the other hand, deferred tax assets and liabilities recorded for IRAP purposes are those considered adequate with respect to the best forecast of absorption from future taxable income.

No items have been excluded from the calculation of deferred taxation for IRES or IRAP purposes, with the exceptions highlighted above, and deferred tax liabilities and assets are recognized according to the balance sheet method.

At December 31, 2017, income taxes for the year (IRES and IRAP), amounted to 2,178 thousand euro (-45,216 thousand euro at the end of the previous year) and were made up as follows:

  • 5,426 thousand euro in current IRES for the year;
  • -12,188 thousand euro for remuneration for the transfer of interest payable to the tax consolidation system;
  • -34 thousand euro for transfer to Equity reserve of part of income taxes;
  • -715 thousand euro for the recognition of tax receivables on "art bonus" disbursements;
  • -823 thousand euro related to taxes of previous years;
  • -11,268 thousand euro for deferred tax liabilities for IRES purposes;

  • -17 thousand euro for deferred tax liabilities for IRAP purposes;

  • 21,511 thousand euro in deferred tax assets for IRES purposes;
  • 286 thousand euro in deferred tax assets for IRAP purposes.

The main permanent increases in IRES include write-downs of shareholding in the amount of 56,290 thousand euro, non-deductible extraordinary expenses in the amount of 5,088 thousand euro, as well as property taxes (IMU) in the amount of 10,337 thousand euro.

Reconciliation between the statutory tax rate and the effective tax rate for IRES and IRAP purposes are presented in the statements below.

IRES - reconciliation between theoretical and effective taxation

Pre-tax profit 270,638,872
Theoretical tax expense 64,953,329
Permanent differences (204,189,323)
Income before taxes adjusted for permanent differences 66,449,549
Temporary differences deductible in subsequent years 15,826,597
Temporary differences taxable in subsequent years (192,422)
Reversal of prior year temporary differences (59,474,090)
Taxable income 22,609,634
Current taxes on income for the year 5,426,312
Other income to deducted from tax consolidation (12,187,630)
Taxes to be deducted to equity (34,797)
Other tax receivables to be deducted (715,000)
Total current income taxes for the year (7,511,115)

IRAP - reconciliation between theoretical and effective taxation

Difference between production value and costs 123,167,411
Costs not relevant for IRAP purposes 143,568,197
Total (20,400,786)
Theoretical tax expense (5.57%) (1,136,324)
Temporary differences deductible in subsequent years 10,646,969
Temporary differences taxable in subsequent years (67,045)
Reversal of prior year temporary differences (26,806,199)
Taxable income for IRAP purposes (36,627,061)
Current IRAP on income for the year -

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet Net debt

Notes to the

Note on related party transactions Consob

Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments

with third parties Other information

4 Attachments

5 Independent Auditors' Report

Details are provided below on the analytic situation of the deferred tax assets and liabilities which, as required by international accounting standards, also shows the changes in equity reserves.

IRES - Deferred tax assets and liabilities for the year

Taxable temporary differences

Case description
units of euro
Deferred tax
liabilities
A2A previous
year
Transactions
non
recurring
2017
Deferred tax liabilities
previous year
Adjustments Uses in current year
Taxable
amount
Taxable
amount
Taxable
amount
Rate Tax Taxable
amount
Rate Tax Taxable
amount
Rate Tax
Measurement differences for tangible assets 626,899,320 (1,685,314) 625,214,006 24.0% 150,051,361 40,049 24.0% 9,612 46,487,130 24.0% 11,156,911
Application of finance lease standard (IAS 17) 19,903,842 - 19,903,842 24.0% 4,776,922 - 24.0% - 267,751 24.0% 64,260
Application of the financial instrument standard (IAS 39) - - - 24.0% - - 24.0% - - 24.0% -
Measurement differences of intangible assets 12,023,400 - 12,023,400 24.0% 2,885,616 - 24.0% - - 24.0% -
Deferred capital gains - - - 24.0% - - 24.0% - - 24.0% -
Employee leaving entitlement (TFR) 5,108,781 - 5,108,781 24.0% 1,226,107 - 24.0% - - 24.0% -
Other deferred tax liabilities 22,530,750 - 22,530,750 24.0% 5,407,380 6,620 24.0% 1,589 431,676 24.0% 103,602
Total 686,466,094 (1,685,314) 684,780,780 164,347,387 46,669 11,201 47,186,556 11,324,773

Deductible temporary differences

Case description
units of euro
Deferred tax
liabilities
A2A previous
year
Transactions
non
recurring
2017
Deferred tax assets
previous year
Adjustments Uses in current year
Taxable
amount
Taxable
amount
Taxable
amount
Rate Tax Taxable
amount
Rate Tax Taxable
amount
Rate Tax
Taxed risk provisions 318,525,325 (316,421) 318,208,904 24.0% 76,370,137 704,814 24.0% 169,155 26,882,521 24.0% 6,451,805
Amortization, depreciation and write-downs 323,169,361 (4) 323,169,357 24.0% 77,560,646 1,589,482 24.0% 381,476 23,771,030 24.0% 5,705,047
Application of the financial instrument standard (IAS 39) 1,497,250 - 1,497,250 24.0% 359,340 - 24.0% - - 24.0% -
Bad debt provision 8,366,629 - 8,366,629 24.0% 2,007,991 31,998 24.0% 7,680 - 24.0% -
Costs for business combinations - - - 24.0% - - 24.0% - - 24.0% -
Grants 9,644,123 - 9,644,123 24.0% 2,314,590 - 24.0% - - 24.0% -
Goodwill 262,892,118 - 262,892,118 24.0% 63,094,108 (9,006,465) 24.0% (2,161,552) 55,155,738 24.0% 13,237,377
Other deferred tax assets 27,582,901 - 27,582,901 24.0% 6,619,896 (1,749 ) 24.0% (420) 851,357 24.0% 204,326
Total 951,677,707 (316,425) 951,361,282 228,326,708 (6,681,920) (1,603,661) 106,660,646 25,598,555

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of preparation Changes in international

accounting standards Accounting

standards and policies Notes to the

balance sheet Net debt

Notes to the

Note on related party transactions Consob Communication

no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

Adjustments
Uses in current year
Sub-total Changes in tax rate Increases for the year Increases/uses to equity Total deferred tax liabilities
Tax
Taxable
Rate
Tax
Taxable
Rate
Tax
Taxable Rate Tax Taxable Rate Tax Taxable Rate Tax Taxable Rate Tax Taxable Rate Tax
amount
amount
amount amount amount amount amount
24.0%
9,612
46,487,130
24.0%
11,156,911
578,766,925 24.0% 138,904,062 578,766,925 24.0% 138,904,062 - 24.0% - - 24.0% - 578,766,925 24.0% 138,904,062
-
267,751
24.0%
64,260
19,636,091 24.0% 4,712,662 19,636,091 24.0% 4,712,662 - 24.0% - - 24.0% - 19,636,091 24.0% 4,712,662
-
24.0%
-
- 24.0% - - 24.0% - - 24.0% - - 24.0% - - 24.0% -
-
24.0%
-
12,023,400 24.0% 2,885,616 12,023,400 24.0% 2,885,616 67,045 24.0% 16,091 - 24.0% - 12,090,445 24.0% 2,901,707
-
24.0%
-
- 24.0% - - 24.0% - 125,377 24.0% 30,090 - 24.0% - 125,377 24.0% 30,090
24.0%
-
5,108,781 24.0% 1,226,107 5,108,781 24.0% 1,226,107 - 24.0% - - 24.0% - 5,108,781 24.0% 1,226,107
1,589
431,676
24.0%
103,602
22,105,694 24.0% 5,305,367 22,105,694 24.0% 5,305,367 - 24.0% - - 24.0% - 22,105,694 24.0% 5,305,367
47,186,556
11,324,773
637,640,892 153,033,814 637,640,892 153,033,814 192,422 46,181 - - 637,833,314 153,079,995
Total deferred tax assets Increases/uses to equity Increases for the year Changes in tax rate Sub-total
Tax
Taxable
Rate
amount
Rate Taxable
amount
Tax Rate Taxable
amount
Tax Rate Taxable
amount
Tax Rate Taxable
amount
(4,328,376) 284,643,268
24.0%
24.0% 2,555,273 (18,034,898) 24.0% 10,646,969 70,087,487 24.0% 70,087,487 292,031,197 24.0% 292,031,197
- 302,360,346
24.0%
24.0% - 329,409 24.0% 1,372,537 72,237,074 24.0% 72,237,074 300,987,809 24.0% 300,987,809
-
1,497,250
24.0%
24.0% - - -
24.0%
359,340 24.0% 1,497,250 359,340 24.0% 1,497,250
-
11,317,016
24.0%
24.0% - 700,413 24.0% 2,918,389 2,015,670 24.0% 8,398,627 2,015,670 24.0% 8,398,627
-
-
24.0%
24.0% - - -
24.0%
- 24.0% - - 24.0% -
-
9,644,123
24.0%
24.0% - - -
24.0%
2,314,590 24.0% 9,644,123 2,314,590 24.0% 9,644,123
- 198,729,915
24.0%
24.0% - - -
24.0%
47,695,180 24.0% 47,695,180 198,729,915 24.0% 198,729,915
4,827,319
47,732,324
24.0%
24.0% 20,113,827 213,288 888,702
24.0%
6,415,151 24.0% 26,729,795 6,415,151 24.0% 26,729,795
498,943 855,924,242 2,078,929 3,798,383 201,124,492 15,826,597 201,124,492 838,018,716 838,018,716

IRAP - Deferred tax assets and liabilities for the year

Taxable temporary differences

Case description
units of euro
Deferred tax
liabilities
A2A previous
year
Transactions
non
recurring
2017
Deferred tax liabilities
previous year
Adjustments Uses in current year
Taxable
amount
Taxable
amount
Taxable
amount
Rate Tax Taxable
amount
Rate Tax Taxable
amount
Rate Tax
Measurement differences for tangible assets 378,014,026 - 378,014,026 5.57% 21,055,381 - 5.57% - 2,961 5.57% 165
Application of finance lease standard (IAS 17) 14,629,909 - 14,629,909 5.57% 814,886 - 5.57% - - 5.57% -
Measurement differences of intangible assets 8,889 - 8,889 5.57% 495 - 5.57% - - 5.57% -
Other deferred tax liabilities 12,480,807 - 12,480,807 5.57% 695,181 - 5.57% - 371,741 5.57% 20,706
Total 405,133,631 - 405,133,631 22,565,943 - - 374,702 20,871

Deductible temporary differences

Case description
units of euro
Deferred tax
liabilities
A2A previous
year
Transactions
non
recurring
2017
Deferred tax assets
previous year
Adjustments Uses in current year
Taxable
amount
Taxable
amount
Taxable
amount
Rate Tax Taxable
amount
Rate Tax Taxable
amount
Rate Tax
Taxed risk provisions 305,957,219 (221,552) 305,735,667 5.57% 17,029,477 (566,465) 5.57% -31,552 23,833,892 5.57% 1,327,548
Amortization, depreciation and write-downs 225,200,579 - 225,200,579 5.57% 12,543,672 6,318,925 5.57% 351,964 1,254,422 5.57% 69,871
Costs for business combinations - - - 5.57% - - 5.57% - - 5.57% -
Grants 6,087,924 - 6,087,924 5.57% 339,097 - 5.57% - - 5.57% -
Goodwill 50,626,596 - 50,626,596 5.57% 2,819,901 (881,992) 5.57% (49,127) - 5.57% -
Other deferred tax assets (7,239,659) - (7,239,659) 5.57% (403,249) - 5.57% - 2,092,586 5.57% 116,557
Total 580,632,660 (221,552) 580,411,108 32,328,899 4,870,468 271,285 27,180,900 1,513,976

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of preparation Changes in international accounting standards Accounting

standards and policies

Notes to the balance sheet Net debt

Notes to the

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

Deferred tax
Transactions
liabilities
non
Deferred tax liabilities
Adjustments
Uses in current year
A2A previous
recurring
previous year
year
2017
Sub-total Rate adjustment Increases for the year Increases/uses to equity Total deferred tax liabilities
Taxable
Rate
Tax
Taxable
Rate
Tax
Taxable
Rate
Tax
amount
amount
amount
Taxable
Rate
amount
Tax Taxable
amount
Rate Tax Taxable
amount
Rate Tax Taxable
Rate
amount
Tax Taxable
amount
Rate Tax
21,055,381
-
5.57%
-
2,961
5.57%
165
378,011,065
5.57%
21,055,216 378,011,065 5.57% 21,055,216 - 5.57% - -
5.57%
- 378,011,065 5.57% 21,055,216
5.57%
-
-
5.57%
-
14,629,909
5.57%
814,886 14,629,909 5.57% 814,886 - 5.57% - -
5.57%
- 14,629,909 5.57% 814,886
-
5.57%
-
8,889
5.57%
495 8,889 5.57% 495 67,045 5.57% 3,734 -
5.57%
- 75,934 5.57% 4,230
-
371,741
5.57%
20,706
12,109,066
5.57%
674,475 12,109,066 5.57% 674,475 - 5.57% - -
5.57%
- 12,109,066 5.57% 674,475
-
374,702
20,871
404,758,929 22,545,072 404,758,929 22,545,072 67,045 3,734 - - 404,825,974 22,548,807
Total deferred tax assets Increases/uses to equity Increases for the year Rate adjustment Sub-total
Tax
Taxable
Rate
amount
Rate Taxable
amount
Tax Taxable
Rate
amount
Tax Rate Taxable
amount
Tax Rate Taxable
amount
-1,004,544 274,178,286
5.57%
15,271,731
5.57% 593,036 (18,034,898) 10,646,969
5.57%
15,683,238 5.57% 15,683,238 281,566,214 5.57% 281,566,214
- 230,265,082
5.57%
12,825,765
5.57% -
-
-
5.57%
12,825,765 5.57% 12,825,765 230,265,082 5.57% 230,265,082
-
-
5.57%
5.57% -
-
-
5.57%
- 5.57% - - 5.57% -
-
6,087,924
5.57%
339,097
5.57% -
-
-
5.57%
339,097 5.57% 6,087,924 339,097 5.57% 6,087,924
-
49,744,604
5.57%
2,770,774
5.57% -
-
-
5.57%
2,770,774 5.57% 49,744,604 2,770,774 5.57% 49,744,604
692,256
3,096,048
5.57%
172,450
5.57% -
12,428,293
-
5.57%
-519,806 5.57% (9,332,245) (519,806) 5.57% (9,332,245)
(312,288) 563,371,944
31,379,817
593,036 (5,606,605) 31,099,069 10,646,969 31,099,069 558,331,580 558,331,580

34) Net result from discontinued operations held for sale

At December 31, 2017, the item shows a balance of 54,831 thousand euro (no value at December 31, 2016) and refers for 29,017 thousand euro to the write-down and for 25,814 thousand euro to discounting charges of the shareholding in EPCG to adjust its value to fair value being a discontinued operation in compliance with the provisions of IFRS 5, following management's decision of July 3, 2017 to exercise the sale put option on the entire shareholding package, equal to 41.75% of the share capital held by A2A S.p.A..

35) Result of the year

The net income of the year amounted to 268,461 thousand euro (274,050 thousand euro at December 31, 2016).

Note on related party transactions

36) Note on related party transactions

"Related parties" are those indicated by the international accounting standard that concerns Related Party Disclosures (IAS 24 revised).

Relationships with parent companies and their subsidiaries

On October 5, 2007, the Municipalities of Milan and Brescia signed a Shareholders' Agreement to regulate the ownership structure of A2A S.p.A.; this gave the Municipalities joint control over the company.

Specifically, the merger effective January 1, 2008, regardless of the legal structure established, was considered a joint venture, whose joint control was exercised by the Municipalities of Milan and Brescia, each of which owned a share equal to 27.5%.

On June 13, 2014, the Shareholders' Meeting modified the company's governance system, passing from the original two-tier system, adopted in 2007, to a "traditional" system of management and control through the appointment of the Board of Directors.

In December 2014, the Municipalities of Milan and Brescia sold a total shareholding of 0.51% of A2A S.p.A., while in the first two months of 2015, the Municipalities of Milan and Brescia sold an additional shareholding of 4.5% of A2A S.p.A..

On October 4, 2016, the Municipalities of Milan and Brescia renewed for another three years, with effect from January 1, 2017, the Shareholders' Agreement signed on December 30, 2013, concerning 1,566,452,642 ordinary shares representing 50% plus two shares of the share capital of A2A S.p.A.. On May 20, 2016, the two Municipalities had proceeded to sign an appendix to the Agreement, which envisaged reducing from six months to three months the term of the agreement, during which it is possible to terminate the same.

On October 26, 2016, the Municipality of Milan received from the Municipality of Brescia the proposal, approved by the Council of said Municipality on October 25, 2016, to partially amend the shareholders' agreement relating to A2A S.p.A. existing between the two Municipalities. In particular, said proposal requires the commitment of the two Municipalities to maintain syndicated and bound, in the new agreement, a number of shares held by them in equal measure, equal to 42% of the share capital of A2A S.p.A.. On November 4, 2016, the Council of the Municipality of Milan, after having favourably examined the proposal of the Municipality of Brescia of a partial amendment to the shareholders' agreement, submitted to the Municipal Council the proposal of the new shareholders' agreement for the final determinations of competence.

On January 23, 2017, the Milan City Council approved the new Shareholders' Agreement between the Municipality of Milan and the Municipality of Brescia regarding the shareholding in A2A S.p.A. and has undertaken the commitment not to proceed with the disposal of any shares owned by the Municipality of Milan.

At the date of approval of these separate financial statements at December 31, 2017, the two shareholders held a shareholding of 50% plus two shares that enables the two municipalities to maintain control over the company.

The A2A Group companies and the Municipalities of Milan and Brescia routinely entertain commercial relationships related to the supply of electricity, gas, heat, and potable water, management of public lighting systems and street lights, management of water purification and sewers, garbage collection and street sweeping and video surveillance.

Similarly, the A2A Group companies entertain commercial relationships with the companies controlled by the Municipalities of Milan and Brescia, for example, Metropolitana Milanese S.p.A., ATM S.p.A., Brescia Mobilità S.p.A., Brescia Trasporti S.p.A. and Centrale del Latte di Brescia S.p.A., supplying them with electrical energy, gas, heat, water purification and sewer service at market rates appropriate to the supply conditions and providing the services required. Note that these companies are considered related parties in the preparation of the financial statement schedules pursuant to Consob Resolution 17221 of March 12, 2010.

The relationships between the Municipalities of Milan and Brescia and the A2A Group, in relation to granting the services associated with public lighting, street lights, management and supply of Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt

Notes to the

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

electricity, gas, heat, and water purification and sewer service are regulated by special conventions and specific contracts.

The relationships between the companies controlled by the Municipalities of Milan and Brescia, which refer to the supply of electricity, are at arm's length conditions.

On April 12, 2017, Amsa S.p.A., a subsidiary of A2A S.p.A., signed a contract with the Municipality of Milan for the management of environmental protection services for the period January 1, 2017 - February 8, 2021.

Relationships with subsidiaries and affiliates

The parent company A2A S.p.A., operates like a centralized treasury for the majority of the subsidiaries.

Relations between the companies are regulated through current accounts between the parent company and the subsidiaries, on which rates are applied, at market conditions, based on variable Euribor, with specific spreads for companies. For the financial year 2017, A2A S.p.A. and its subsidiaries have adopted the VAT procedure of the Group.

Note that for IRES purposes, A2A S.p.A. files for tax on a consolidated basis, together with its main subsidiaries, in accordance with arts. 117-129 of DPR 917/86. To this end, with each of the subsidiaries joining, a special contract was drawn up to regulate the tax advantages/disadvantages transferred, with specific reference to the current entries. These contracts also govern the transfer of any excess of ROL as set forth by prevailing legislation.

The parent company provides the subsidiaries and affiliates with administrative, fiscal, legal, management and technical services in order to optimize the resources available in the company and to use the existing expertise in terms of economic convenience. These services are governed by specific service contracts stipulated annually. A2A S.p.A. also makes office space and operating areas at its own premises available to subsidiaries and associates, as well as associated services. These are provided at market conditions.

The companies A2A gencogas S.p.A. and A2A Energiefuture S.p.A., for a monthly fee related to the actual availability of the thermoelectric plants, provide to the Parent Company the power generation service.

Telecommunication services are provided by the subsidiary A2A Smart City S.p.A..

Finally, note that pursuant to the Consob communication issued on September 24, 2010, bearing the provisions regarding related party transactions in accordance with Consob Resolution no. 17221 of March 12, 2010, as amended, on November 11, 2010, the Group had approved the procedure for related party transactions which took effect on January 1, 2011, and which aims to ensure the transparency and substantial fairness of the related party transactions executed by A2A S.p.A. directly, or through subsidiaries, identified in accordance with the IAS 24 revised accounting standard. The Board of Directors of June 20, 2016 resolved, with the approval of the Risk Control Committee, the review of the procedure "Regulation of transactions with Related Parties". The review of the procedure particularly involves the reduction, introduced optionally, of the threshold for transactions with subsidiaries of the Municipalities of Milan and Brescia, regarding which to provide for the application of the Procedure.

Below are the tables with detail of the related party transactions, in accordance with the Consob Resolution no. 17221 of March 12, 2010:

Balance Total
Of which with related parties
12 31 2017
sheet
thousands of euro
Subsi
diary
compa
nies
Associa
ted
compa
nies
Munici
pality
of Milan
Subsidia
ries
Munici
pality
of Milan
Munici
pality
of Brescia
Subsidia
ries
Municipa
lity
of Brescia
Related
parties
indivi
duals
Total
related
parties
% effect
on the
balance
sheet
item
TOTAL ASSETS OF WHICH: 7,602,157 4,712,228 276,631 2,106 3 377 139 - 4,991,484 65.7%
Non-current assets 5,005,051 3,682,666 43,196 - - - 139 - 3,726,001 74.4%
Shareholdings 3,653,742 3,610,546 43,196 - - - - - 3,653,742 100.0%
Other non-current financial
assets
75,696 72,120 - - - - 139 - 72,259 95.5%
Current assets 2,372,920 1,029,562 9,249 2,106 3 377 - - 1,041,297 43.9%
Trade receivables 551,660 111,512 8,999 2,106 3 377 - 122,997 22.3%
Other current assets 164,992 40,875 - - - - - - 40,875 24.8%
Current financial assets 878,625 877,175 250 - - - - - 877,425 99.9%
Non-current assets held for sale 224,186 - 224,186 - - - - - 224,186 100.0%
TOTAL LIABILITIES OF WHICH: 5,172,110 545,202 104,767 545 514 - - 209 651,237 12.6%
Non-current liabilities 3,730,304 1,105 84,457 - - - - - 85,562 2.3%
Provisions for risks, charges and
liabilities for landfills
164,898 1,105 84,457 - - - - - 85,562 51.9%
Current liabilities 1,441,806 544,097 20,310 545 514 - - 209 565,675 39.2%
Trade payables 689,580 63,653 12,280 545 514 - - - 76,992 11.2%
Other current liabilities 242,079 66,489 7,167 - - - - 209 73,865 30.5%
Current financial liabilities 510,147 413,955 863 - - - - - 414,818 81.3%
Income Total Of which with related parties
statement
thousands of euro
12 31 2017 Subsi
diary
compa
nies
Associa
ted
compa
nies
Munici
pality
of Milan
Subsidia
ries
Munici
pality
of Milan
Munici
pality
of Brescia
Subsidia
ries
Municipa
lity
of Brescia
Related
parties
indivi
duals
Total
related
parties
% effect
on the
balance
sheet
item
REVENUES 3,089,311 825,512 3,283 3,162 - 87 - - 832,044 26.9%
Revenues from the sale of goods
and services
3,037,520 817,541 3,267 3,162 - 87 - - 824,057 27.1%
Other operating revenues 51,791 7,971 16 - - - - - 7,987 15.4%
OPERATING COSTS 2,787,877 260,832 33,377 - 389 - 2 260 294,860 10.6%
Expenses for raw materials and
services
2,486,302 94,012 16,846 - 389 - 2 260 111,509 4.5%
Other operating costs 301,575 166,820 16,531 - - - - - 183,351 60.8%
LABOUR COSTS 127,819 - - - - - - 1,787 1,787 1.4%
FINANCIAL BALANCE 239,431 354,063 1,371 - - - - - 355,434 148.4%
Financial income 361,023 355,455 1,478 - - - - - 356,933 98.9%
Financial expenses 121,592 1,392 107 - - - - - 1,499 1.2%
Net result from discontinued
operations
(54,831) (54,831) - - - - - - (54,831) 100.0%

Section 2 of this file provides complete schedules as required under Consob Resolution no. 17221 of March 12, 2010.

* * * With regard to the compensation paid to the corporate governance bodies, reference shall be made to the document "Remuneration Report – 2018" available on the website www.a2a.eu.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of preparation Changes in international accounting standards Accounting standards and policies Notes to the balance sheet Net debt Notes to the income statement

Consob

Communication no. DEM/6064293

of July 28, 2006 Guarantees and commitments

with third parties Other information

4 Attachments

5 Independent Auditors' Report

Consob Communication no. DEM/6064293 of July 28, 2006

37) Consob Communication no. DEM/6064293 of July 28, 2006

The year in question has seen the following non-recurring transactions:

  • transfer of the business unit relating to "Public Lighting Activities in the Municipalities of Bergamo, Brescia, Milan, Cassano, Pieve Emanuele and San Giuliano Milanese" in favour of the subsidiary A2A Illuminazione Pubblica Srl with effect from January 1, 2017;
  • acquisition of business units relating to "Administration and Finance", "Purchases (excluding the organizational structure of Gestione Magazzini)" and "Communication and External Relations" from the subsidiary Amsa S.p.A. with effect from January 1, 2017;
  • sale of a business unit relating to "Security Control Room and Inspection Service" to the subsidiary A2A Security S.c.p.a. with effect from October 27, 2017.

Below is the table with the effects of the non-recurring transactions described above.

Detail of non-recurrering
transactions
amounts in euro
NOTES A2A S.p.A.
Transfer of the
business unit relating
to "Public Lighting
Activities in the
Municipalities of
Bergamo, Brescia,
Milan, Cassano, Pieve
Emanuele and San
Giuliano Milanese"
to A2A Illuminazione
Pubblica S.r.l.
2017/01/01
A2A S.p.A.
Acquisition of business
units relating to
"Administration and
Finance", "Purchases
(excluding the
organizational
structure of Gestione
Magazzini)" and
"Communication and
External Relations"
from Amsa S.p.A.
2017/01/01
A2A S.p.A.
Sale of a business
unit relating
to "Security
Control Room and
Inspection Service"
to A2A Security
S.c.p.a.
10/27/2017
EFFECT
NON-RECURRING
TRANSACTIONS
ASSETS
NON-CURRENT ASSETS
Tangible assets 1 (28,498,352) 2,489 (316,552) (28,812,415)
Intangible assets 2 (177,140) 1,206,808 1,029,668
Shareholdings 3 28,500,000 28,500,000
Other non-current financial assets 3 (3,704,254) (3,704,254)
Deferred tax assets 4 316,193 316,193
Other non-current assets 5 -
TOTAL NON-CURRENT ASSETS (3,563,553) 1,209,297 (316,552) (2,670,808)
CURRENT ASSETS
Inventories 6 -
Trade receivables 7 (13,894,121) (13,894,121)
Other current assets 8 -
Current financial assets 9 6,227,687 309,197 (32,769) 6,504,115
Current tax assets 10 -
Cash and cash equivalents 11 -
TOTAL CURRENT ASSETS (7,666,434) 309,197 (32,769) (7,390,006)
NON-CURRENT ASSETS
HELD FOR SALE
12 -
TOTAL ASSETS (11,229,987) 1,518,494 (349,321) (10,060,814)
EQUITY AND LIABILITIES
EQUITY
Share capital 13 -
(Treasury shares) 14 -
Reserves 15 -
Result of the year 16 156,721 156,721
EQUITY - - 156,721 156,721
LIABILITIES
NON-CURRENT LIABILITIES -
Non-current financial liabilities
Employee benefits
17
18
1,300,473 (374,061) 926,412
Provisions for risks, charges and
liabilities for landfills
19 (316,421) (316,421)
Other non-current liabilities 20 -
TOTAL NON-CURRENT LIABILITIES (316,421) 1,300,473 (374,061) 609,991
CURRENT LIABILITIES
Trade payables 21 (10,630,113) (10,630,113)
Other current liabilities 21 (283,453) 218,021 (131,981) (197,413)
Current financial liabilities 22 -
Tax payables 23 -
TOTAL CURRENT LIABILITIES (10,913,566) 218,021 (131,981) (10,827,526)
TOTAL LIABILITIES (11,229,987) 1,518,494 (506,042) (10,217,535)
LIABILITIES DIRECTLY ASSOCIATED
WITH NON-CURRENT ASSETS
HELD FOR SALE
-
TOTAL EQUITY AND LIABILITIES (11,229,987) 1,518,494 (349,321) (10,060,814)

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes General information on A2A S.p.A. Financial statements Basis of preparation Changes in international accounting standards Accounting standards and policies Notes to the balance sheet Net debt Notes to the income statement Note on related party transactions Consob Communication

no. DEM/6064293 of July 28, 2006 Guarantees and

commitments with third parties Other information

4 Attachments

5 Independent Auditors' Report

Guarantees and commitments with third parties

thousands of euro 2017 2016
Guarantees received 209,523 199,495
Guarantees provided 221,939 278,706

Guarantees received

Guarantees received amounted to 209,523 thousand euro (199,495 thousand euro at December 31, 2016) and include 72,612 thousand euro for sureties and security deposits issued by subcontractors to guarantee the proper execution of the work assigned and 136,911 thousand euro for sureties and security deposits received from customers to guarantee the regularity of payments.

Guarantees provided and commitments with third parties

Guarantees provided amounted to 221,939 thousand euro (278,706 thousand euro at December 31, 2016), of which for obligations undertaken in the loan agreements of 104,970 thousand euro. Said guarantees include bank sureties for 111,745 thousand euro, insurance for 13,151 thousand euro and parent company guarantees related to associated companies for 97,043 thousand euro.

Other information

1) Significant events after December 31, 2017

See the Report on Operations for a description of subsequent events.

2) Information on treasury shares

At December 31, 2017, A2A S.p.A. held 23,721,421 treasury shares, unchanged compared to December 31, 2016, equal to 0.757% of the share capital consisting of 3,132,905,277 shares.

At December 31, 2017, no treasury shares were held through subsidiaries, finance companies or nominees.

3) Information on non-current assets held for sale and discontinued operations (IFRS 5)

At December 31, 2017, the item "Assets held for sale" amounted to 224,186 thousand euro (December 31, 2016, it was zero) and refers to the reclassification of the investment in EPCG, held 41.75% by A2A S.p.A., being a discontinued operation in compliance with the provisions of IFRS 5, following the decision of July 3, 2017 of the management to exercise the sale put option on the entire shareholding package. The investment was reclassified for a total of 279,017 thousand euro and was written down and discounted for a total of 54,831 thousand euro to adjust its value to fair value.

4) Financial risk management

The parent company, A2A S.p.A., provides centralized risk management for Group companies.

The A2A Group operates in the electricity, natural gas and district heating industry and is exposed to various financial risks in performing its activity:

  • a) commodity risk;
  • b) interest rate risk;
  • c) exchange rate risk not related to commodities;
  • d) liquidity risk;
  • e) credit risk;
  • f) equity risk;
  • g) default and covenant non-compliance risk.

The commodity price risk, related to the volatility of energy commodity prices (gas, electricity, fuel oil, coal, etc.) and prices of environmental securities (EUA/ETS emission rights, white certificates, etc.), consists of the possible negative effects that a change in the market price of one or more commodities may have on the cash flows and income prospects of the company, including the exchange rate risk related to the same commodities.

Interest rate risk is the risk of additional financial costs as the result of an unfavourable change in interest rates.

Currency risk not related to commodities is the risk of higher costs or lower revenues because of an unfavourable change in exchange rates between currencies.

Liquidity risk is the risk that financial resources will not be sufficient to meet established financial and business obligations in a timely manner.

Credit risk is the exposure to potential losses deriving from non-performance of commitments by commercial, trading and financial counterparties.

Equity risk is the possibility of incurring losses due to an unfavourable change in the price of shares.

Default and covenant non-compliance risk represent the possibility that loan agreements or bond regulations to which one or more Group companies are party contain provisions allowing the counterparties, banks or bondholders, to ask the debtor for immediate reimbursement of the amounts lent if certain events take place.

Details on the risks to which A2A S.p.A. is exposed are provided below.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on

A2A S.p.A. Financial

statements Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Other information

4 Attachments

5 Independent Auditors' Report

a. Commodity risk

a.1) Commodity price risk and exchange rate risk involved in commodity activities

A2A S.p.A. is exposed to price risk, including the related exchange rate risk, on all of the energy commodities that it handles, namely electricity, natural gas, heat, coal, fuel oil, and environmental certificates; the financial performance of production, purchasing and sales activities is affected by the related price fluctuations. These fluctuations act both directly and indirectly, through formulas and indexing in the pricing structure.

To stabilize cash flows and to lock in Group profits on transactions, A2A S.p.A. has an Energy Risk Policy that sets out clear guidelines to manage and control the above risks, based on guidance by the Committee of Chief Risk Officers Organizational Independence and Governance Working Group ("CCRO") and the Group on Risk Management of Euroelectric. Reference was also made to the Accords of the Basel Committee on bank supervision and the requirements laid down in international accounting standards on how to recognize the volatility of commodity price and financial derivatives in the income statement and balance sheet.

In the A2A Group, assessment of this kind of risk is centralized at the holding company, which has established a Group Risk Management Organizational Unit as part of the Planning, Finance and Control Organizational Unit. This unit has the task to manage and monitor market and commodity risks, to create and evaluate structured products, to propose financial energy risk hedging strategies, and to support senior management in defining the Group's energy risk management policies.

Each year, the Board of Directors of A2A S.p.A. sets the Group's commodity risk limits approving the PaR and VaR proposed (prepared in the Risk Committee) in conjunction with approval of the Budget/ Business Plan; Group Risk Management supervises the situation to ensure compliance with these limits and proposes to senior management the hedging strategies designed to bring risk within the set limits, if exceeded.

The activities that are subject to risk management include all of the positions on the physical market for energy products, both purchasing/production and sales, and all of the positions in the energy derivatives market taken by Group companies.

For the purpose of monitoring risks, industrial and trading portfolios have been separated and are managed in different ways. The industrial portfolio consists of the physical and financial contracts directly relating to the Group's industrial operations, namely where the objective is to enhance production capacity also through the wholesaling and retailing of gas, electricity and heat.

The trading portfolio comprises all contracts, both physical and financial, entered into to supplement the profits made from the industrial activities, i.e. all contracts that are ancillary though not strictly necessary to the industrial activity.

In order to identify trading activity, the A2A Group follows the Capital Adequacy Directive and the definition of assets held for trading provided by International Accounting Standard (IAS) 39: namely assets held for the purpose of short-term profit taking on market prices or margins, without being for hedging purposes, and designed to create a high-turnover portfolio.

Given that they exist for different purposes, the two portfolios have been segregated and are monitored separately with specific tools and limits. More specifically, the trading portfolio is subject to particular risk control and management procedures as laid down in Deal Life Cycle documents.

Senior management is systematically updated on changes in the Group's commodity risk by the Group Risk Management Unit, which controls the Group's net exposure. This is calculated centrally on the entire asset and contract portfolio and monitors the overall level of economic risk assumed by the industrial and trading portfolios (Profit at Risk - PaR, Value at Risk - VaR, Stop Loss).

a.2) Commodity derivatives, analysis of transactions

Derivatives of the industrial portfolio considered hedges

The hedging of price risk by means of derivatives focuses on protecting against the volatility of energy prices on the power exchange (IPEX-EEX), stabilizing electricity price margins on the wholesale market with particular attention being paid to fixed price energy sales and purchases and stabilizing price differences deriving from various indexing mechanisms for the pricing of gas and electricity. To that end, hedging contracts were executed during the year on electricity purchase and sale agreements and on contracts to hedge the fee for the use of electricity transport capacity between the areas of the IPEX market (CCC contracts); hedging contracts were concluded with leading banks on contracts for the purchase of coal and gas so as to protect sales margins and at the same time keep the risk profile to within the limits set by the Group's energy risk policy.

As part of the optimization of the portfolio of greenhouse gas emission allowances (see Directive 2003/87/EC), A2A S.p.A. has stipulated Future contracts on the ICE ECX (European Climate Exchange) price. These are considered hedging transactions from an accounting point of view in the event of demonstrable surplus/deficit quotas.

The fair value at December 31, 2017 was 1,382 thousand euro (8,114 thousand euro at December 31, 2016).

Derivatives of the industrial portfolio not considered hedges

Also as part of its optimization of the industrial portfolio, contracts have been entered into by A2A S.p.A. to hedge the fee for the use of electricity transport capacity within the areas of the IPEX market (CCC contracts). These do not qualify as hedging transactions from an accounting point of view as they fail to meet the requirement set out in the accounting standards.

The fair value at December 31, 2017 was -86 thousand euro (-248 thousand euro at December 31, 2016).

Derivatives of the Trading Portfolio

As part of its trading activity, A2A S.p.A. has taken out Future contracts on major European energy stock exchanges (EEX, Powernext) and forward contracts on the price of electricity with delivery in Italy and neighboring countries such as France, Germany and Switzerland. A2A S.p.A. has also signed interconnection contracts with operators in neighboring countries, which are considered purchases of options. Also as part of trading activities, both Future and Forward contracts were also stipulated for the market price of gas (ICE-Endex CEGH).

The fair value at December 31, 2017 was 8,357 thousand euro (5,130 thousand euro at December 31, 2016).

a.3) Energy Derivatives, risk assessment of Industrial Portfolio derivatives

PaR(1) or Profit at Risk, is the change in the value of a financial instruments portfolio within set probability assumptions as the result of a shift in the market indices. The PaR is calculated using the Montecarlo Method (at least 10,000 trials) and a 99% confidence level. It simulates scenarios for each relevant price driver depending on the volatility and correlations associated with each one, using as the central level the forward market curves at the balance sheet date, if available. By means of this method, after having obtained a distribution of probability associated with changes in the result of outstanding financial contracts, it is possible to extrapolate the maximum change expected over a time horizon given by the accounting period at a set level of probability. Based on this methodology, over the time horizon of the accounting period and in the event of extreme market movements and at a 99% confidence level, the expected maximum negative change in financial derivatives outstanding at December 31, 2017 was 28,839 thousand euro (10,688 thousand euro at December 31, 2016).

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements

Basis of preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments

with third parties

Other information

4 Attachments

5 Independent Auditors' Report

6 Report of the Board of Auditors

1 Profit at Risk: statistical measurement of the maximum potential negative deviation of the margin of an asset portfolio in case of unfavourable market changes over a given time horizon and with a defined confidence interval.

The following are the results of the simulation with the related maximum variances:

thousands of euro 12 31 2017 12 31 2016
Profit at Risk (PaR) Worst case Best case Worst case Best case
Confidence level 99% (28,839) 35,046 (10,688) 13,551

This means that with a 99% probability, A2A S.p.A. expects not to have changes in fair value exceeding 28,839 thousand euro in the fair value of its entire portfolio of financial instruments at December 31, 2017 due to commodity price fluctuations in the 12 months following. If there are any negative changes in the fair value of derivatives, these would be compensated by changes in the underlying as the result of changes in market prices.

a.4) Energy Derivatives, risk assessment of Trading Portfolio derivatives

VaR (Value at Risk)(2) is used to assess the impact that fluctuations in the market price of the underlying have on the financial derivatives taken out by A2A S.p.A. that are attributable to the trading portfolio. It is the negative change in the value of a financial instruments portfolio within set probability assumptions as the result of an unfavourable shift in the market indices. VaR is calculated using the RiskMetrics method with a holding period of 3 days and a confidence level of 99%. Alternative methods are used for contracts where it is not possible to perform a daily estimate of VaR such as stress test analysis.

Under this method, in the case of extreme market movements, with a confidence level of 99% and a holding period of 3 days, the maximum estimated loss on the derivatives in question was 314 thousand euro at December 31, 2017 (2,961 thousand euro at December 31, 2016).

In order to ensure closer monitoring of activities, VaR and Stop Loss limits are also set, understood as the sum of VaR, P&L Realized and P&L Unrealized.

thousands of euro 12 31 2017 12 31 2016 Restated Value at Risk (VaR) VaR Stop loss VaR Stop loss Confidence level 99%, holding period 3 days (314) (314) (2,961) (13,139)

The following are the results of the assessments:

b. Interest rate risk

The volatility of financial expenses associated to the performance of interest rates is monitored and mitigated through a policy of interest rate risk management aimed at identifying a balanced mix of fixed-rate and floating rate loans and the use of derivatives that limit the effects of fluctuations in interest rates.

Bank borrowings and other financing may be analyzed as follows at December 31, 2017:

millions of euro DECEMBER 31, 2017 DECEMBER 31, 2016
Without
derivatives
With
derivatives
% with
derivatives
Without
derivatives
With
derivatives
% with
derivatives
Fixed rate 2,696 2,810 81% 2,228 2,362 73%
Floating rate 793 679 19% 989 855 27%
Total 3,489 3,489 3,217 3,217

2 Value at Risk: statistical measurement of the maximum potential drop in the fair value of an asset portfolio in the event of unfavourable movements in the market with a given time horizon and confidence level.

At December 31, 2017, the following are the hedging instruments for interest rate risk:

millions of euro

HEDGING INSTRUMENT HEDGED ASSET DECEMBER 31, 2017 DECEMBER 31, 2016
Fair value Notional Fair value Notional
Collar Floating rate loan (10.6) 114.3 (14.8) 133.3
Total (10.6) 114.3 (14.8) 133.3

With reference to the accounting treatment, hedging derivatives for interest rate risk can be classified as follows:

millions of euro

ACCOUNTING
TREATMENT
DERIVATIVES NOTIONAL FAIR VALUE ASSETS NOTIONAL FAIR VALUE LIABILITIES
at
12/31/2017
at
12/31/2016
at
12/31/2017
at
12/31/2016
at
12/31/2017
at
12/31/2016
at
12/31/2017
at
12/31/2016
Cash flow hedge Collar - - - - 114.3 133.3 (10.6) (14.8)
Total - - (10.6) (14.8)

The table below illustrates the underlying of outstanding derivatives at December 31, 2017:

Loan Derivative Accounting
A2A S.p.A. loan with BEI: expiring in Collar to fully cover the loan and The loan is measured at amortized
November 2023, residual balance the same maturity, with a floor on cost.
at December 31, 2017 amounting Euribor rate 2.99% and 4.65% cap. The collar is a cash flow hedge,
to 114.3 million euro, at floating At December 31, 2017, the fair value with 100% recognized in a specific
rate interest. was negative for 10.6 million euro. equity reserve.

In order to allow a broader understanding of the risks of changes in the interest rates to which the company is subject, a sensitivity analysis of financial expenses was conducted as interest rates varied, applying to financial indebtedness and derivative financial contracts. (excluding leasing contracts and related derivatives) a theoretical variation upwards and downwards of 50 basis points of the reference Euribor interest rates. The following table shows the results of this sensitivity analysis:

millions of euro YEAR 2017
-50 bps +50 bps
Increase (decrease) in net financial expenses (1.9) 1.9

A sensitivity analysis is provided relating to possible changes in the fair value of derivatives (excluding cross currency swaps) on shifting the forward rate curve by +50 bps and -50 bps:

millions of euro 12 31 2017
(base case: -10.6)
12 31 2016
(base case: -14.8)
-50 bps +50 bps -50 bps +50 bps
Change in fair value of derivatives (1.9) 1.8 (2.6) 2.4
(of which cash flow hedges) (1.9) 1.8 (2.6) 2.4
(of which fair value hedges) - - - -

This sensitivity analysis is calculated to determine the effect of the change of the forward interest rate curve of the fair value of derivatives ignoring any impact of the adjustment due to counterparty risk – "Bilateral Credit Value Adjustment" (bCVA) – introduced in the calculation of fair value in accordance with international accounting standard IFRS13.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements

Basis of preparation

Changes in international accounting standards

Accounting standards and

policies Notes to the

balance sheet Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and

commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

c. Exchange rate risk not related to commodities

In relation to exchange rate risk other than that included in the price of commodities, the hedging instruments at December 31, 2017 are as follows:

millions of euro

HEDGING INSTRUMENT HEDGED ASSET DECEMBER 31, 2017 DECEMBER 31, 2016
Fair value Notional Fair value Notional
Cross Currency IRS Fixed rate loan in foreign
currency
(7.9) 103.7(*) 3.9 98.0
Currency Forward Future purchases in foreign
currency
- - 0.1 0.8
Total (7.9) 103.7 4.0 98.8

(*) at December 31, 2017, the notional of the CCS was valued at the year-end ECB exchange rate.

The accounting treatment of the derivatives indicated above is as follows:

millions of euro

ACCOUNTING
TREATMENT
DERIVATIVES NOTIONAL FAIR VALUE ASSETS NOTIONAL FAIR VALUE LIABILITIES
at
12/31/2017
at
12/31/2016
at
12/31/2017
at
12/31/2016
at
12/31/2017
at
12/31/2016
at
12/31/2017
at
12/31/2016
Cash flow hedge CCIRS - 98.0 - 3.9 103.7 - (7.9) -
Fair value Currency
forward
- 0.8 - 0.1 - - - -
Total - 4.0 (7.9) -

In particular:

1) Cross Currency IRS

The underlying of the derivative refers to the bond at fixed rate of 14 billion yen with maturity 2036 bullet issued in 2006.

A cross currency swap contract was stipulated for the entire duration of this loan, which converts the principal and interest payments from yen into euro.

At December 31, 2017, the fair value of the hedge was negative for 7.9 million euro. This fair value would improve by 18.1 million euro in the event of a 10% decline in the forward curve of the euro/yen exchange rate (appreciation of the yen) and would worsen by 14.8 million euro in the event of a 10% rise in the forward curve of the euro/yen exchange rate (depreciation of the yen). The sensitivity analysis was performed with the aim of calculating the effect of changes in the forward curve of the euro/yen exchange rate on the fair value ignoring any impact on the adjustment due to the bCVA.

2) Currency Forward

The underlying of the derivative refers to payments of invoices in foreign currency, denominated in USD, in relation to the maintenance contract of the Sermide plant.

This derivative is accounted as fair value as the underlying is held by the subsidiary A2A gencogas S.p.A., while the derivative is contractualized by A2A S.p.A..

d. Liquidity risk

Liquidity risk is the risk that the company, despite being solvent, is unable to meet its obligations in a timely manner or that it is able to do so under unfavourable economic conditions.

The profile of the gross debt maturities of A2A is as follows:

thousands of euro Accounting Portions
Portions
Portions maturing by
balance
12 31 2017
maturing
within 12
months
maturing
after 12
months
12 31 2019 12 31 2020 12 31 2021 12 31 2022 After
Bonds 2,695,769 45,859 2,649,910 509,378 - 349,515 497,589 1,293,428
Financial payables to
related parties
863 863 - - - - - -
Bank loans 790,159 47,121 743,038 51,505 107,682 79,955 79,956 423,940
Current amounts due to
other providers of finance
2,349 2,349 - - - - - -
TOTAL 3,489,140 96,192 3,392,948 560,883 107,682 429,470 577,545 1,717,368

The risk management policy is realized through (i) a debt management strategy diversified by funding sources and maturities, and (ii) maintenance of financial resources sufficient to meet scheduled and unexpected commitments over a given time horizon.

At December 31, 2017, the company had a total of 1,334 million euro, as follows: (i) revolving committed credit lines for 600 million euro maturing in 2019, unused; (ii) unused long-term financing for a total of 120 million euro; (iii) cash and cash equivalents totalling 614 million euro.

A2A also maintains a Bond Issue Program (Euro Medium Term Note Programme) of 4 billion euro, of which 1,438 million euro still available.

The following table analyses the worst case for financial liabilities (including trade payables) in which all of the flows shown are undiscounted future nominal cash flows determined on the basis of residual contractual maturities for both principal and interest; they also include the undiscounted nominal flows of derivative contracts on interest rates.

12 31 2017 millions of euro 1-3
MONTHS
4-12
MONTHS
AFTER
12 MONTHS
Bonds 45 43 3,066
Payables and other financial liabilities 6 48 800
Total financial flows 51 91 3,866
Payables to suppliers 163 4 1
Total trade payables 163 4 1
12 31 2016 millions of euro 1-3
MONTHS
4-12
MONTHS
AFTER
12 MONTHS
Bonds 45 40 2,627
Payables and other financial liabilities 4 251 801
Total financial flows 49 291 3,428
Payables to suppliers 194 1 1
Total trade payables 194 1 1

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and

commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

e. Credit risk

Credit risk relates to the possibility that a counterparty may be in default, or fail to respect its commitment in the manner and timing provided by contract. This type of risk is managed by the Group through specific procedures (Credit Policy, Energy Risk Management procedure) and appropriate mitigation actions.

This risk is overseen by both the Credit Management function allocated centrally (and the corresponding functions of the operating companies) and the Group Risk Management Organizational Unit responsible for supporting the Group companies. Risk mitigation is through the prior assessment of the creditworthiness of the counterparty and the constant verification of compliance with exposure limit as well as through the request for adequate guarantees.

The credit terms granted to customers as a whole have a variety of deadlines, in accordance with applicable law and market practice. In cases of delayed payment, default interest is charged as explicitly prescribed by the underlying supply contracts or by current law (application of the default rate as per Legislative Decree 231/2002).

Trade receivables are recognized on the balance sheet net of any write-downs. It is felt that the amount shown provides and accurate representation of the fair value of the trade receivables portfolio.

For the aging of trade receivables, reference is made to note 7) Trade receivables.

f. Equity risk

A2A S.p.A. was not exposed to equity risk at December 31, 2017.

At December 31, 2017, A2A S.p.A. held 23,721,421 treasury shares, representing 0.757% of the share capital consisting of 3,132,905,277 shares.

As prescribed by IAS/IFRS, treasury shares do not constitute an equity risk as their purchase cost is deducted from equity, and even if they are sold any gain or loss on the purchase cost does not have any effect on income statement.

g. Covenants non-compliance risk

Bonds (book value at December 31, 2017 equal to 2,696 million euro), loans (book value at December 31, 2017 equal to 790 million euro) and revolving committed bank lines present Terms and Conditions in line with the market for each type of instrument. In particular, they envisage: (i) negative pledge clauses under which A2A S.p.A. undertakes not to pledge, with exceptions, guarantees on its assets or those of its directly held subsidiaries over and above a specific threshold; (ii) cross- default/acceleration clauses which entail immediate reimbursement of the loans in the event of serious non-performance; and (iii) clauses that provide for immediate repayment in the event of declared insolvency on the part of certain direct subsidiaries.

Bonds include (i) 2,590 million euro issued as part of the EMTN Programme, which provide to investors a Change of Control Put in the event of a change of control of the company resulting in a rating downgrade at sub-investment grade level in the following 180 days (if within said 180 days, the company's rating should return to investment grade, the option may not be exercised); (ii) 105 million euro relating to the private bond in yen with maturity 2036 with a Put right clause in favour of the investor in the event that the rating is lower than BBB- or equivalent level (sub-investment grade).

The loans stipulated with the European Investment Bank, with book value of 728 million euro contain a Credit Rating clause (if rating below BBB- or equivalent level to sub-investment grade), of which 613 million euro - due after 2024 - also include a change of control clause of A2A S.p.A., with the right for the bank to invoke, upon notice to the company containing indication of the reasons, the early repayment of the loan.

Lastly, the loan signed with UniCredit, brokered by the EIB, for a book value of 4 million euro and falling due in June 2018, contains a credit-rating clause that provides for a commitment by the company to maintain an investment grade rating for the whole loan term. In the event of non-compliance there are a number of annual financial covenants to be respected based on the ratios of debt to equity, debt to gross operating income and gross operating income to interest expense.

With reference to the revolving committed bank lines available, the line for 600 million euro maturing November 2019 includes a Change of Control clause which in the event of a change of control of the company causing a Material Adverse Effect allows the banks to request the facility to be extinguished and early repayment of any amounts drawn. The line for 600 million euro is also subject to the financial covenant NFP/EBITDA.

At December 31, 2017, there was no situation of non-compliance with the covenants of A2A S.p.A..

A2A S.p.A. - Financial covenants at December 31, 2017
COMPANY BANK LEVEL OF REFERENCE LEVEL
RECOGNIZED
DATE OF
RECOGNITION
A2A Pool RCF NFP/Ebitda <=4 2.7 12/31/2017

Analysis of forward transactions and derivatives

Tests were performed to determine whether these transactions qualify for hedge accounting in accordance with International Accounting Standard IAS 39. In particular:

  • 1) transactions qualifying for hedge accounting under IAS 39: can be analyzed between transactions to hedge cash flows (cash flow hedges) and transactions to hedge fair value of assets and liabilities (fair value hedges). For the cash flow hedges, the accrued result is included in gross operating income when realized on commodity derivatives and in the financial balance for interest rate and currency derivatives, whereas the future value is shown in equity. For fair value hedge transactions, the impacts in the Income Statement are recorded within the same line of the financial statements;
  • 2) transactions not considered as hedges for the purposes of IAS 39, can be:
  • a. margin hedges: for all hedging transactions of cash flows or the market value in line with internal risk policies, the accrued result and future value are included in gross operating income for commodity derivatives and in the financial balance for interest rate and currency derivatives;
  • b. trading transactions: the accrued result and future value are recognized above gross operating income for commodities transactions and in financial income and expense for interest rate and currency transactions.

The use of derivatives in the A2A Group is governed by a coordinated set of procedures (Energy Risk Policy, Deal Life Cycle) which are based on industry best practices and designed to limit the risk of the Group being exposed to commodity price fluctuations, based on a cash flow hedging strategy.

The derivatives are measured at fair value based on the forward market curve at the balance sheet date, if the asset underlying the derivative is traded on markets with a forward pricing structure. In the absence of a forward market curve, fair value is measured on the basis of internal estimates using models that refer to industry best practices.

A2A S.p.A. uses "continuous-time" discounting to measure fair value. As a discount factor, it uses the interest rate for risk-free assets, identified in the Euro Overnight Index Average (EONIA) rate and represented in its forward structure by the Overnight Index Swap (OIS) curve. The fair value of the cash flow hedges has been classified on the basis of the underlying derivative contracts in accordance with IAS 39.

In compliance with the provisions of IFRS 13, the fair value of an over-the-counter (OTC) financial instrument is determined taking into account the non-performance risk. To quantify the fair value adjustment attributable to this risk, A2A S.p.A. has, in line with best market practices, developed a proprietary model called the "bilateral Credit Value Adjustment" (bCVA), which takes into account changes in the creditworthiness of the counterpart as well as the changes in its own creditworthiness.

The bCVA has two addends, calculated by considering the possibility that both counterparties go bankrupt, known as the Credit Value Adjustment (CVA) and the Debit Value Adjustment (DVA):

  • the CVA is a negative component and contemplates the probability that a counterparty defaults and, at the same time, A2A S.p.A. has a claim against the counterparty;
  • the DVA is a positive component and contemplates the probability that A2A S.p.A. defaults and, at the same time, a counterparty has a claim against A2A S.p.A..

The bCVA is therefore calculated with reference to the exposure, measured on the basis of the market value of the derivative at the time of the default, the probability of default (PD) and the loss given default (LGD). This latter item, which represents the non- recoverable portion of the receivable in the case of default, is measured on the basis of the IRB Foundation Methodology as stated in the Basel 2 Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A.

Financial statements

Basis of preparation

Changes in international

accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt Notes to the

income statement Note on

related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments

with third parties Other information

4 Attachments

5 Independent Auditors' Report

accords, whereas the PD is measured on the basis of the rating of the counterparties (internal rating based where not available) and the historic probability of default associated with this and published annually by Standard & Poor's.

Applying the above method did not result in significant changes in fair value measurements.

Instruments outstanding at December 31, 2017

A) On interest and exchange rates

The following analyses show the outstanding amounts of derivative contracts stipulated and not expired at the balance sheet date, by maturity.

thousands of euro Notional value (a)
expiring within 1 year
Notional value (a)
expiring within 1 and 5 years
Notional
value (a)
Balance
sheet
Progressive
effect to
to be
received
to be
paid
to be
received
to be
paid
expiring
over 5 years
value
(b)
income
statement at
12 31 2017
(c)
Interest rate risk management
- cash flow hedges as per IAS 39 19,048 76,190 19,048 (10,616)
- not considered hedges as per IAS 39
Total derivatives on interest rates - 19,048 - 76,190 19,048 (10,616) -
Exchange rate risk management
- considered hedges as per IAS 39
on commercial transactions
on financial transactions
103,696 (7,868)
- not considered hedges as per IAS 39
on commercial transactions
on financial transactions
Total exchange rate derivatives - - - - 103,696 (7,868) -

(a) Represents the sum of the notional value of the elementary contracts that derive from any dismantling of complex contracts.

(b) Represents the net receivable (+) or payable (-) recognized in the balance sheet following the measurement of derivatives at fair value.

(c) Represents the adjustment of derivatives to fair value recognized progressively over time in the income statement from the stipulation of the contract to the present day.

B) On commodities

The following is an analysis of the commodity derivative contracts outstanding at the balance sheet date set up for the purpose of managing the risk of the fluctuations in the market prices of commodities.

Notional
Value
thousands
of euro
Unit of
measurement
of the
notional
value
Notional
value
expiring
within 1
year
Notional
value
expiring
within 2
years
Notional
value
expiring
within 5
years
Balance
sheet value
(*)
thousands
of euro
Progressive
effect to
income
statement
(**)
thousands
of euro
Energy product price risk management
A. Cash flow hedges as per IAS 39,
including:
1,381.5 -
- Electricity 44,129.9 TWh 4.8 0.1 144.4
- Oil Bbl
- Coal 12,876.8 Tons 143,500 (265.6 )
- Natural Gas 735.1 TWh 0.035 9.7
- Natural Gas 8,071.6 Millions of
cubic metres
39.6 25.3
- Exchange rate Millions of
dollars
- CO2 Emission rights 14,019.3 Tons 1,884,000 12,000 1,467.7
B. Considered fair value hedges as per
IAS 39
- -
C. Not considered hedges as per
IAS 39 of which:
8,270.8 3,389.2
C.1 hedge margin (86.4 ) 161.7
- Electricity 955.3 TWh 0.1 (86.4 ) (86.1)
- Oil Bbl
- Natural Gas MWh
- Natural Gas Millions of
cubic metres
- CO2 Emission rights Tons 247.8
- Exchange rate Millions of
dollars
C.2 trading transactions 8,357.2 3,227.5
- Electricity 947,895.2 TWh 23.0 0.5 7,701.9 3,188.6
- Natural Gas 686,594.0 TWh 35.9 1.2 655.3 41.3
- CO2 Emission rights Tons (2.4)
- Environmental Certificates MWh
- Environmental Certificates Tep
Total 9,652.3 3,389.2

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes General information on A2A S.p.A. Financial statements Basis of preparation Changes in international accounting standards Accounting standards and policies Notes to the balance sheet Net debt Notes to the income statement Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and

commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

6 Report of the Board of Auditors

(*) Represents the net receivable (+) or payable (-) recognized in the balance sheet following the measurement of derivatives at fair value.

(**) Represents the adjustment of derivatives to fair value recognized progressively over time in the Income Statement from stipulation of the contract until the current date.

C) On investments

At December 31, 2017, there are no derivatives on shareholdings like in the previous year.

Financial and operating results for derivative transactions in 2017

The following table shows the balance sheet figures at December 31, 2017, for derivative transactions.

Balance sheet figures

thousands of euro NOTES TOTAL
ASSETS
NON-CURRENT ASSETS -
Other non-current assets - Derivatives 5 -
CURRENT ASSETS 96,172
Other current assets - Derivatives 8 96,172
TOTAL ASSETS 96,172
LIABILITIES
NON-CURRENT LIABILITIES 18,484
Other non-current liabilities - Derivatives 20 18,484
CURRENT LIABILITIES 86,520
Trade payables and other current liabilities - Derivatives 21 86,520
TOTAL LIABILITIES 105,004

Economic data

The following table sets out the income statement figures at December 31, 2017 arising from the management of derivatives.

thousands of euro Notes Realised during
the year
Change
in fair value
during the year
Amounts
recognized
in the income
statement
REVENUES 25
Revenues from the sale of goods
Energy product price risk management
and exchange rate risk management on commodities
- considered hedges as per IAS 39 8,762 - 8,762
- not considered hedges as per IAS 39 40,933 169,099 210,032
Total revenues from the sale of goods 49,695 169,099 218,794
OPERATING EXPENSES 26
Expenses for raw materials and services
Energy product price risk management
and exchange rate risk management on commodities
- considered hedges as per IAS 39 7,028 - 7,028
- not considered hedges as per IAS 39 (13,386) (165,710) (179,096)
Total costs for raw materials and services (6,358) (165,710) (172,068)
Total recognized in gross operating income (*) 43,337 3,389 46,726
FINANCIAL BALANCE 32
Financial income
Interest rate risk management and equity risk management
Income on derivatives
- considered hedges as per IAS 39 - - -
- not considered hedges as per IAS 39 93 (65) 28
Total 93 (65) 28
Total financial income 93 (65) 28
Financial expenses
Interest rate risk management and equity risk management
Expenses on derivatives
- considered hedges as per IAS 39 (4,190) - (4,190)
- not considered hedges as per IAS 39 - - -
Total (4,190) - (4,190)
Total financial expenses (4,190) - (4,190)
TOTAL RECOGNIZED IN FINANCIAL BALANCE (4,097) (65) (4,162)

(*) The figures do not include the effect of the net presentation of the negotiation margin of trading activities.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements Basis of preparation Changes in international accounting standards Accounting standards and policies Notes to the balance sheet Net debt Notes to the income statement Note on related party transactions Consob

Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments

with third parties Other information

4 Attachments

5 Independent Auditors' Report

Classes of financial instruments

To complete the analyses required by IFRS 7 and IFRS 13, the following table sets out the various types of financial instrument that are to be found in the various balance sheet items, with an indication of the accounting policies used and, in the case of financial instruments measured at fair value, an indication of where changes are recognized (income statement or equity). The last column of the table shows the fair value of the instrument at December 31, 2017, where applicable.

thousands of euro Criteria to measure the reported amount of financial instruments
Notes Financial instruments
measured at fair value
with changes recognized in:
Financial
instruments
measured
at
amortized
cost
Sharehol
dings /
Securities
convertible
into
unlisted
Book value
at
12 31 2017
Fair value
at
12 31 2017
(*)
Income
statement
Balance sheet share
holdings
measured
at cost
(1) (2) (3) (4) (5)
ASSETS
Other non-current financial assets:
Shareholdings / Securities convertible into
shareholdings available for sale of which:
- unlisted 3,480 3,480 n.a.
- listed - -
Financial assets held to maturity 96 96 96
Other non-current financial assets 72,120 72,120 72,120
Total other non-current financial assets 3 75,696
Other non-current assets 5 605 605 605
Trade receivables 7 551,660 551,660 551,660
Other current assets 8 94,275 1,897 68,820 164,992 164,992
Current financial assets 9 878,625 878,625 878,625
Cash and cash equivalents 11 611,942 611,942 611,942
Assets held for sale 12 224,186 224,186 224,186
LIABILITIES
Financial liabilities
Non-current bonds 17 103,293 2,546,617 2,649,910 2,649,910
Current bonds (**) 22 45,859 45,859 45,859
Other non-current and current financial
liabilities
17
and 22
1,207,326 1,207,326 1,207,326
Other non-current liabilities 20 18,484 10,462 28,946 28,946
Trade payables 21 689,580 689,580 689,580
Other current liabilities 21 86,004 516 155,559 242,079 242,079

(*) The fair value has not been calculated for receivables and payables not related to derivative contracts and loans as the corresponding carrying amount is a good approximation to this.

(**) Including accrued interest.

(1) Financial assets and liabilities measured at fair value with the changes in fair value recognized in the Income statement.

(2) Cash flow hedges

  • (3) Financial assets available for sale measured at fair value with profit/loss recognized in equity.
  • (4) Loans and receivables and financial liabilities measured at amortized cost.
  • (5) Available-for-sale financial assets, including unlisted shareholdings whose fair value cannot be measured reliably, are carried at the lower of costs, which may be reduced due to impairment.

Fair value hierarchy

IFRS 7 and IFRS 13 require that fair value classification of financial instruments to be based on the quality of the input source used to calculate the fair value.

In particular, IFRS 7 and IFRS 13 set out three levels of fair value:

  • level 1: this level consists of financial assets and liabilities for which fair value is based on (unadjusted) prices for identical assets or liabilities quoted on active official or over-the-counter markets;
  • level 2: this level consists of financial assets and liabilities for which fair value is based on inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly or indirectly;
  • level 3: this level consists of financial assets and liabilities for which fair value is based on unobservable market data. This level includes instruments measured on the basis of internal estimates made using proprietary methods based on best sector practice.

An analysis of the assets and liabilities included in the three fair value levels is set out in the following fair value hierarchy table.

thousands of euro NOTES LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Assets available for sale measured at fair value 3 3,480 3,480
Other non-current assets 5 -
Other current assets 8 95,875 25 272 96,172
TOTAL ASSETS 95,875 3,505 272 99,652
Non-current financial liabilities 17 103,293 103,293
Other non-current liabilities 20 18,484 18,484
Other current liabilities 21 85,918 265 337 86,520
TOTAL LIABILITIES 189,211 18,749 337 208,297

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial statements

Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet

Net debt Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293

of July 28, 2006 Guarantees and

commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

5) Concessions

The following tables show the main concessions obtained by A2A S.p.A.:

Hydroelectric concessions

HYDROELECTRIC PLANTS CONCESSION
EXPIRY
CONCESSIONAIRE
Premadio II 12/31/2043
Premadio I(1) 12/31/2020
Braulio(1) 12/31/2020
San Giacomo(1) 12/31/2020
GENERATION AND TRADING Nuovo Canale Viola(1) 12/31/2020
Valtellina Grosio(1) 12/31/2020
Lovero(1) 12/31/2020
Stazzona(1) 12/31/2020 Region/Province
Grosotto(1) 12/31/2020
Sernio(1) 12/31/2020
Boscaccia 01/30/2037
Calabria Unit (9 concessions) 12/31/2029
Mese Unit (16 concessions) 03/31/2029
Udine Unit (3 concessions) 03/31/2029

(1) Extension of the temporary continuation regime until 12/31/2020 pursuant to Regional Council Resolution DGR no. X/7693 of 01/12/18.

Other concessions for use of water resources not classified as hydroelectric

HYDROELECTRIC PLANTS CONCESSION
EXPIRY
CONCESSIONAIRE
Mese plant 3 concessions water for sanitary and related use 12/31/2027 Lombardy Region
2 concessions State Area 03/31/2029 Authorities of
Bacino lacuali
GENERATION AND TRADING Valtellina 1 concession water for industrial use renewal process
underway
Lombardy Region

6) Update of the main legal and tax disputes still pending

Adequate provisions are provided where necessary for the disputes and litigation described below. It is noted that if there is no explicit reference to the presence of a provision, the company assessed the corresponding risk as possible without appropriating provisions in the financial statements.

Consult Latina/BAS S.p.A. (now A2A S.p.A.)

In the 90s, the purchase by BAS S.p.A. of the investment in HISA was made thanks to the services of a local consultant, Consult Latina.

Given the non-uniqueness of the contractual text and the non-acquisition of 100% of the investment in HISA, BAS S.p.A. did not pay to Consult Latina the fee requested because it considered the contractual provision as not applicable and therefore the formulated payment request as unjustified. In 1998, Consult Latina established a lawsuit to obtain payment of the fee.

Legal counsel has confirmed that the preliminary phase was completed years ago and that only the final sentence is awaited.

A2A S.p.A. took over the litigation after the incorporation of BAS S.p.A. in 2005 and repeatedly conferred upon the lawyers the mandate to reach a settlement also expressing a willingness to increase previous offers to cover the litigation costs as well as to listen to and weigh even incremental requests.

The Court convened the parties in multiple council chambers from December 18, 2014 and until October 7, 2017 to verify the conditions of a settlement or transaction.

At the last hearing, the parties submitted to the judge the shared text of the transaction. We are waiting for the Judge's decision. The settlement solution will be accepted, in order to settle the dispute, without recognition of debt. Over time, Redengas, a subsidiary of HISA whose shares have been foreclosed by Consult Latina in guarantee for the payment by A2A, has rooted actions to demand the removal of such encumbrances, even foretelling due compensation against A2A S.p.A. and Consult Latina; to date, no damages have been claimed in any action, while Redengas has re-initiated enforcement action to release the shares from the pledge. Any damages ascertained in favour of Redengas would result in additional encumbrance for A2A S.p.A..

The Group has set aside a risk provision of 1.3 million euro.

Consorzio Eurosviluppo S.c.a.r.l./Ergosud S.p.A. + A2A S.p.A. - Civil Court of Rome

On May 27, 2011, Consorzio Eurosviluppo Industriale S.c.a.r.l. served a writ on Ergosud S.p.A. and A2A S.p.A. with the following claims: (i) compensation for damages, of both a contractual and extracontractual nature, jointly, or alternatively exclusively and separately, in the amount of 35,411,997 euro (of which 1,065,529 euro as the residual portion of their share of the expenses); (ii) compensation for damages for the stoppage at the worksite and the failure to return the areas of pertinence to the Consortium.

In the filing of appearance Ergosud S.p.A. and A2A S.p.A. called for the request to be rejected in full because it is unfounded in its merit and in its substance, and pointed out: (i) the lack of the right of the Consortium to institute proceedings as it is in a state of bankruptcy, (ii) the lack of the right of the Consortium to institute proceedings for the damages allegedly suffered by Fin Podella at the item "anticipation of program contract" for 6,153,437 euro and the damages allegedly suffered by Conservificio Laratta S.r.l. for 359,000 euro.

S.F.C. S.A. filed a notice of joinder on November 8, 2011 pursuant to article 105 of the Civil Procedure Code (which allows a third party to make a new, different request to the original judge, extending the argument) and called that Ergosud S.p.A. alone should be ordered to pay damages, in part similar to those claimed by the Consortium, quantified in 27,467,031 euro.

The judge found the bankruptcy of S.F.C. S. A. was legitimate and therefore set the end of the proceedings and the hearing for December 19, 2012, declaring the need to execute an expert opinion, setting May 23, 2013 as the date for the hearing to appoint the court's expert witness. At that hearing the judge, changed in the meantime, confirmed the questions already formulated on December 19, 2012 and appointed the court experts Messrs. Pompili and Caroli, setting a term for the parties to appoint their own consultants. A2A S.p.A. and Ergosud S.p.A. appointed as their experts Mr. Massardo and Mr. Gioffrè, persons who over the years have already drawn up reports on the matters to which the questions refer. After adjournments requested by the experts, on July 31, 2014, the CTU was filed with the Court. The hearing for the expert's examination was held after adjournment on April 1, 2015 Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments with third parties

Other information

4 Attachments

5 Independent Auditors' Report

and the hearing for clarification of conclusions has been scheduled for November 30, 2016. At this hearing, filing of the award issued by the Arbitration Court of Milan was admitted in March 2016, and the terms were set for the final statements and replication before arriving to the sentence. After said hearing, it established the new terms and scheduled a new hearing for clarification of conclusions for November 30, 2017, then adjourned to January 17, 2018 and thus to March 28, 2018.

The Group has not allocated any provisions as it does not deem as probable the risk related to this lawsuit.

Monfalcone Plant investigation

This investigation was initiated with a report filed in March 2011 by the management of the A2A Group against A2A employees and third party businessmen suspected of being responsible for fraud carried out to the harm of the company itself, who - for the payment of conspicuous sums of money - were responsible for illegal trafficking, the falsification of forms identifying the waste and certificates of analysis, in relation to the supply of biomasses and the certification of their calorific value. More specifically, biomass quantities were recorded on entry at figures higher than the real ones, with the relative calorific values also being increased.

This implies damage to the A2A Group and in particular to A2A Trading S.r.l. (now A2A S.p.A.). The current risk considered possible is for the higher costs incurred for undelivered biomass and higher costs incurred for counterfeiting (others) of the calorific capacity of the biomass delivered and not delivered. This is in addition to the increased use of coal instead of biomasses could have as a consequence an increase in the environmental costs relating to the second half of 2009 and the whole of 2010, as well the need to reimburse the additional income or Green Certificates recognized with respect to the real income. The company could have submitted, without fault and with reference to the years 2009 and 2010, generating statements of environmental rights greater than those actually produced.

To date, the GSE, as it blocked the issuing of licenses for subsequent years, did not address return requests for previous annuities of competence of the A2A Group (second half of 2009-full-year 2010). If the GSE were to take action against the A2A Group, it will evaluate the appropriate actions, including damages, considering also the amount withheld from third-party suppliers. A2A Trading S.r.l. (now A2A S.p.A.) filed a request with the GSE, in accordance with the procedures and modalities required, to obtain Green Certificates relating to 2011 in which the calculation has been made on the basis of the real quantities of biomasses delivered to the power station and, in agreement with the Public Prosecutor, by taking into account a possible false (not of A2A) increase of 20% in the calorific values of such. Despite the fact that the GSE has acknowledged to A2A Trading S.r.l. (now A2A S.p.A.) the correctness of the calculations made for 2011, as of today the above-mentioned 2011 Green Certificates have not yet been issued.

In criminal proceedings, some sentencing measures have been adopted in the context of alternative rites to some of the defendants, with recognition of minimum compensation and recasts of expenses in favour of A2A.

The proceeding passed, for local jurisdiction, before the Court of Gorizia.

The dispute is ongoing. At the hearing of February 22, 2018, some texts were heard and the trial was postponed to the hearing of March 22, 2018 for the hearing of further texts.

The Group has not allocated any provision as it considers being the aggrieved party in the proceedings and that the economic effects at the end of the proceedings will be neutral.

ASM Novara S.p.A. dispute

In March 2013, Pessina Costruzioni initiated arbitration proceedings against A2A to declare the failure to comply with the shareholder agreements of ASM NOVARA and to sue A2A for damages. On June 30, 2015, the Arbitration Board, with the dissenting opinion of the arbitrator appointed by A2A filed its award that deems A2A responsible for violation of the shareholders' agreement signed on August 4, 2007 and, consequently, the order to pay damages of 37,968,938.95 euro plus legal fees and arbitration expenses. The company challenged the Award pursuant to art. 829 CPC before the Milan Court of Appeal.

On November 23, 2016, the Court of Appeals of Milan filed the Sentence 4337/16 declaring the grounds for appeal of the award filed inadmissible and unfounded, with the consequent absorption of incidental claims.

In the terms, A2A appealed to the Cassation appealing against the chapter of the sentence that rejected the first plea for invalidity of the award and the chapter that individually rejected chapters 5, 6 and 7 relating to the liquidation of the damage equitably. Pessina appeared in court rejecting all the grounds and requesting confirmation of the sentence.

Effectiveness and execution of the award

On May 11, 2016, following invalidity of the effectiveness suspension of the award ordered by the Court of Appeal and the outcome of enforcement actions, A2A paid to Pessina Costruzioni 38,524,290.56 euro.

Dispute over public water derivation fees

Derivations of public water for the production of hydroelectricity in Lombardy

With Regional Law no. 22/2011, Lombardy essentially doubled the fee for hydroelectric use of public water, thereby infringing the principles of gradualism and reasonableness in the determination of fees, already recognized by the case law, and also violating the principle of equal competition between operators in the national territory.

Faced with the payment requests made by the Region for the years 2012 and 2013, Edipower S.p.A. (now A2A S.p.A.) therefore paid the fee considering solely the increase arising from the planned inflation rate as compared to the previous year. As a consequence, for 2012 and 2013 the Region issued injunctions for the payment of the amount not paid by the company; Edipower S.p.A. (now A2A S.p.A.) appealed against these injunctions before the Regional Court of Public Waters ("TRAP") of Milan, proposing the exception of unconstitutionality of the regional provision.

The same conduct was adopted by Edipower S.p.A. (now A2A S.p.A.) for the annuities of the 2014, 2015 and 2016 fees.

However, given the consolidation of unfavourable law and contrary to the thesis of Edipower S.p.A. (now A2A S.p.A.) (ref. sent. TSAP no. 138/2016 and sent. Const. Court no. 158/2016), there was the extinction of almost all the appeals established by Edipower S.p.A. (now A2A S.p.A.) and payment the amount originally ordered pursuant to art. 309 Code of Civil Procedure, in order to avoid the increase of legal interest and the risk of condemnation to significant legal fees, as happened to other operators, while keeping intact its right to recover any amounts overpaid. Against this background, the injunctions for payment of October 2016 relating to the years 2014-2015 have not been opposed by Edipower S.p.A. (now A2A S.p.A.), which undertook to pay, with reserve of repetition in the event of a favourable judicial outcome, the quantum state fee not yet paid. The only judgement ("pilot") still pending before the TRAP Milan is related to the state property fee for 2013 related to the Liro Auction.

The same issue also concerns the large-scale derivations in Lombardy of A2A, which, since the outset, in view of its specific circumstances, fully pays, but with reservation of repetition, the fee demanded by the Region and then sues for excess repetition. In December 2016, the only case pending for A2A before the TRAP Milan on the "doubling" of the state fee was also concluded, with partial loss of A2A in this respect.

In addition, the D.G.R. (Regional Council Resolution) of Lombardy no. 5130-2016 ordered, by implementing paragraph 5 of art. 53-bis of Regional Law 26/2003 introduced by Regional Law 19/2010, the subjection of the Lombardy hydroelectric concessions already expired to an "additional fee" established "provisionally" at 20 €/kW of nominal power of concession, subject to the request for settlement at the outcome of the assessments underway by the regional offices regarding the profitability of expired concessions. It is noted that said additional fee is imposed retroactively from the original expiry of each concession, and therefore for Grosotto, Lovero and Stazzona from January 1, 2011, for Premadio 1 from July 29, 2013 and for Grosio from November 15, 2016.

A2A, which has always challenged even in court the legitimacy - in the first place constitutional - of the aforementioned paragraph 5, challenged, like other operators, the D.G.R. 5130-2016 before the Superior Court of Public Waters.

For disputes relating to public water derivation fees, at December 31, 2017, the company set aside risk provisions for the total amount of 35.6 million euro equal to the entire claim of the counterparties.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments

with third parties Other information

4 Attachments

5 Independent Auditors' Report

Carlo Tassara: lawsuit for damages against EDF and A2A S.p.A. on the reorganization of Edison

On March 24, 2015, Carlo Tassara S.p.A. notified A2A, Electricité de France (EDF) and Edison a summons requesting the Court of Milan to condemn A2A and EDF to compensation for damages allegedly suffered by Carlo Tassara, in its capacity as minority shareholder of Edison, in relation to the mandatory tender offer launched by EDF on Edison shares consequently to the transaction by which, in 2012, A2A sold its indirect shareholding in Edison to EDF and simultaneously acquired 70% of the capital of Edipower from Edison and Alpiq.

Until 2012, in fact, A2A and EDF held joint control of Edison S.p.A. Edison, in turn, held 50% of Edipower S.p.A. (the remaining capital of Edipower was held 20% by Alpiq, 20% by A2A and the remaining 10% by Iren).

In the 2012 transaction, A2A sold its indirect shareholding in Edison to EDF and simultaneously acquired 70% of the capital of Edipower from Edison and Alpiq.

In the summons notified, Carlo Tassara complained that, in the transaction, EDF and A2A agreed on a mutual "discount" on the price paid by EDF for the purchase of Edison shares, on the one hand, and on the price paid by A2A for the purchase of 70% of Edipower, on the other. This discount was expected to be the result of abusive conduct by EDF and A2A as shareholders of Edison and the violation, among other things, of the regulations on transactions with related parties. This - according to Carlo Tassara - was expected to allow maintaining artificially low the price of the Edison shares paid to A2A and consequently the tender offer price paid to minorities of Edison (which by law was expected to be equal to that paid to A2A).

However, in 2012, A2A and EDF had voluntarily subjected the Transaction to the prior examination of Consob precisely in order to confirm the correctness of the tender offer price. Following extensive examinations, Consob had deemed that a compensatory mechanism could be detected in the transaction as a whole (i.e. between the sale of Edipower on the one hand and the sale of Edison shares on the other) and that therefore the tender offer price was to be increased from 0.84 euro to 0.89 euro per share.

In light of said decision, the parties had increased the sale price of the shareholding in Edison based on the price of 0.89 euro per share, for a total increase of around 84 million euro. EDF launched the tender offer at 0.89 euro per share.

Carlo Tassara resorted to Consob in order to further increase the price of the tender offer, but Consob rejected the request.

In addition, pending the tender offer, Carlo Tassara challenged before the TAR the tender offer document and the related resolution of approval by Consob requesting suspensions thereof for reasons of urgency. However, the TAR postponed the decision on the suspension to a date following the closing of the tender offer and, as a result of this, Carlo Tassara adhered to the tender offer and waived the cautionary request.

The writ of summons did not quantify the damage allegedly suffered by Carlo Tassara as a result of such transactions. However, with brief on February 20, 2017, Carlo Tassara requested that the court have an expert witness to calculate them (specifying that it be quantified in the alleged difference between the tender offer price and the market value that the Edison shares had previously). Carlo Tassara also filed an appraisal in which such damages were quantified in a total amount between 197 and 232 million euro, amount to calculate the compensation due from each of the companies that will be considered responsible by the judge.

The parties will discuss the admissibility and relevance of their respective preliminary requests at the next hearing of September 26, 2017, adjourned to January 16, 2018 and then to April 10, 2018. Upon completion of the discussion, the judge will decide on the preliminary motions and, in particular, on the opposing request to have an expert witness.

The Group, having fulfilled the requirements of the regulations in force, does not consider likely the risk for which it has not allocated any provisions.

Investigation AGCM A512-A2A for alleged anti-competitive conduct in the electricity sales market - violation of art. 102 TFEU

In May 2017, the AGCM initiated a preliminary investigation against A2A S.p.A. and A2A Energia S.p.A. for the investigation of alleged conduct in violation of art. 102 TFEU, within the framework of which it ordered the conduct of inspections without notice. Similar proceedings were simultaneously initiated against two other major operators in the sector.

With regard to A2A, the complaint concerns alleged conduct aimed at acquiring free markets of customers served in greater protection, which were implemented thanks to the availability of commercially sensitive information and data that the operator could have available as vertically integrated into a Group that operates in the sale under greater protection and electrical distribution, as well as boasting specific characteristics (reliability/safety), also deriving from the nature of an integrated operator.

As indicated in the initiation measure, it was a question of conduct that cannot be replicated by nonintegrated competitors and that would hinder the full development of the free market, also in view of the end of "price protection". Furthermore, since the existence of an effect on trade between Member States is established, the proceedings deal with the case as an infringement of the EU competition law (article 102 TFEU).

The company defended itself on the merits, both at the hearing and with briefs, highlighting that it did not use data deriving from the exercise of the service under greater protection nor distribution, for promotional purposes for the development of its free market activities.

The closure of all the proceedings initiated is expected by the end of June 2018.

* * *

The following information is provided in connection with the main litigation of a fiscal nature.

A2A S.p.A. - Registration tax for transfer of business unit and sale of the investment Chi.na.co. S.r.l.

On April 4, 2016, the Provincial Directorate I of Milan - Regional Office of Milan 1 - notified the invitation to appear to provide clarifications on a business transfer in the company Chi.na.co. S.r.l. and the subsequent sale of the investment held in it under control for registration tax purposes. The invitation was followed by a contradictory with the Office and subsequent notification by the latter of the notice of liquidation to the acquiring counterparty, which filed an appeal on September 28, 2016. The Provincial Tax Commission of Milan rejected the appeal with sentence filed on July 7, 2017 and the subsequent actions are being evaluated. The risks provision recognized for 1.4 million euro was fully used for the payment of the amounts requested with the liquidation notice.

A2A S.p.A. (merging company of AMSA Holding S.p.A.) - VAT Tax assessments for tax years from 2001 to 2005

In early 2006, the Italian Finance Police – Lombardy Regional Unit, Milan – carried out a tax audit of AMSA Holding S.p.A. (now A2A S.p.A.) for VAT purposes for tax years 2001 to 2005.

The audit ended with the issue of a final report contesting the legitimacy of the ordinary VAT rate, in place of the special rate applied by suppliers for waste disposal and plant maintenance, as well as the subsequent deduction made after the invoices issued for these services were duly paid.

The report was followed by formal notices of assessment from the Tax Revenue Office (Milan 3 Office) for each year audited; appeals were then filed with the Provincial Tax Commission within the term provided by law.

The appeals for 2001 and for 2004 and 2005 were discussed on January 25, 2010 and on February 17, 2010 respectively, with a favourable outcome for the company in all cases. The Tax Revenue Office appealed against the verdict of the first court. The Regional Tax Commission rejected this appeal for all three years, 2001, 2004 and 2005.

For 2011, the Tax Revenue Office filed an appeal with the Supreme Court against which AMSA Holding S.p.A. (now A2A S.p.A.), filed a cross-appeal on November 9, 2012.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A.

Financial statements Basis of

preparation

Changes in international accounting standards

Accounting standards and policies

Notes to the balance sheet Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments

with third parties Other information

4 Attachments

5 Independent Auditors' Report

The outcomes of the 2002 and 2003 disputes were also favourable for the company but the Tax Revenue Office filed an appeal against both sentences. The appeal for 2002 was discussed on November 30, 2010, and by way of a sentence lodged on February 2, 2011 the Milan Regional Tax Commission overturned the sentence of the first court, upholding the Tax Revenue Office's appeal on almost all counts with the exception of the hazardous waste category. The Company filed an appeal with the Supreme Court for 2002. For 2003 the appeal made by the Tax Revenue Office was discussed on November 7, 2011 before the Regional Tax Commission which rejected it with a sentence filed on November 11, 2011. The Tax Revenue Office has not appealed to the Supreme Court for 2003, 2004 and 2005 and the sentence has become final, thereby closing the litigation. For 2001 and 2002, the hearing dates for discussion before the Supreme Court have not yet been set.

A2A S.p.A. (formerly A2A Trading S.r.l.) - VAT assessments Green Certificates 2004 – 2010

On December 23, 2009 the Milan Tax Revenue Office served A2A Trading S.r.l. (now A2A S.p.A.) with a VAT tax assessment regarding fiscal 2004. This notice cited the company's failure to invoice taxable transactions and required the company to pay additional VAT as well as penalties and interest amounting to a total of 3.3 million euro.

In particular, under this assessment the Tax Revenue Office served a penalty on A2A Trading S.r.l. (now A2A S.p.A.) for not having invoiced the Tollee (Edipower S.p.A.) for the Green Certificates allegedly transferred between the two.

After appropriate examination, which also included the other Tollers, it was considered that the Tax Revenue Office's conclusions could not be accepted. In fact, under Tolling arrangements Tollers are on the one hand the owners of the raw materials, including fuel, that they supply to the Tollees to produce electricity, and on the other are the "ab origine" owners of the electricity produced. The delivery of Green Certificates to Tollees by Tollers can in no way be considered to be the transfer of title of such.

A2A Trading S.r.l. (now A2A S.p.A.) has therefore not committed any breach of law and accordingly no risk provision has been made in the financial statements for this matter.

On December 16, 2010, the Milan Tax Revenue Office served notice of a VAT tax assessment regarding fiscal 2005 and on October 31, 2011 notice of a VAT tax assessment regarding fiscal 2006 for the same reasons, with the resulting demands for additional value added tax plus penalties and interest totalling 5.2 million euro and 11.2 million euro respectively. As in the case of 2004, and also for 2005 and 2006, A2A Trading S.r.l. (now A2A S.p.A.) has not committed any breach of law accordingly no risk provision has been made in the financial statements for this matter.

A2A Trading S.r.l. (now A2A S.p.A.) has filed an appeal with the relevant bodies against both notices, requesting that the claim for additional taxes be fully annulled.

The Milan Provincial Tax Commission upheld the company's appeals for all years under dispute.

On March 12, 2013 the Tax Revenue Office stated its acceptance, for 2006, of the sentence for the part relating to the dispute regarding the green certificates and filed an appeal with respect to the remaining findings (283,454.16 euro). The Regional Tax Commission rejected the appeal and the Office filed an appeal against this decision with the Supreme Court on August 5, 2014, which was followed by a cross appeal by the company. On May 6, 2013 the Tax Revenue Office notified that it was waiving its appeal and applying for a dismissal of the case for 2004 and 2005.

Note that following the request for documentation regarding Green Certifications for the same Tolling contract in tax years from 2007 to 2010, on October 28, 2011 the Italian Guardia di Finanza - Milan Office served notice of the Report on Findings, highlighting the same failure to bill taxable transactions for the years 2007, 2008 and 2010. No assessment notices have yet been notified.

No provision was ever allocated as the company considered unfounded the claims of the financial administration.

7) Contingent assets arising from environmental certificates

At December 31, 2017, A2A S.p.A. had a surplus of environmental certificates.

8) Auditors' fees

In accordance with Article 2427, paragraph 16-bis, of the Italian civil code, it is hereby reported that the company paid EY S.p.A. total fees for the legally required auditing of the annual accounts and for other services provided during the year in the amount of 335 thousand euro.

9) Registered office

The registered office of the company is in Brescia in Via Lamarmora 230.

10) Investigation related to EPCG service contracts

A2A S.p.A. acquired the shareholding - currently of 41.7% - in EPCG by means of the international tender held in 2009, and under the so-called "EPCG Agreement" dated September 3, 2009, it acquired the right to manage the company, appointing the Executive Director (CEO) and Executive Manager.

As part of the management of EPCG by A2A S.p.A., also in order to meet the specific indicators provided by the EPCG Agreement, with effect from 2010, A2A S.p.A. and, as of 2011, Unareti S.p.A. (formerly A2A Reti Elettriche S.p.A.), have provided in favour of EPCG services designed to improve the organization and performance of EPCG. Within the broader set of services provided, consulting services were also included provided for the benefit of EPCG by specialized companies outside the A2A Group, the costs of which were first invoiced to A2A S.p.A. as part of more complex and organic consulting services provided in favour of the entire A2A Group and subsequently by A2A S.p.A. charged to EPCG for the activities carried out in favour of the same.

In view of the synergistic importance of intra-group services requested by EPCG to A2A, EPCG applied for and obtained, by the State Commission for the Control of Public Procurement Procedures, a formal exemption - dated September 6, 2010 - by which the non-necessity is enshrined for EPCG to apply the procedures provided by law on Public Procurement in order to purchase services from A2A S.p.A., A2A Reti Elettriche and certain other (identified by name) companies controlled by A2A S.p.A..

From a different perspective, service contracts between EPCG and A2A S.p.A. - which, while benefiting from the aforementioned exemption, would have needed the approval of the EPCG Board of Directors - were not explicitly approved by the Board, which nonetheless approved the budget of each annuity that includes the aforementioned costs. Therefore, the service contracts related to the years 2010, 2011 and 2012 were signed by the CEO pro tempore of EPCG. Pursuant to said contracts, A2A S.p.A. invoiced with regard to the aforementioned annuities a total of 7.75 million euro to EPCG, which has only paid a portion of 4.34 million euro.

For the years 2013, 2014, 2015, 2016 and for the 1st half of 2017, in the absence of a specific agreement between the shareholders regarding the formalization of a specific service contract, A2A did not proceed with invoicing, although a broad set of services was indeed provided to EPCG also in said years, and A2A incurred the related charges.

Also, certain consulting services are disputed, related to the period 2011 and 2012 and amounting to about 2 million euro, acquired by EPCG directly from external consulting firms of the A2A Group.

At the beginning of 2014, the local "Party of People with Disabilities and Pensioners" proposed a parliamentary interpellation and filed a complaint to the Special Attorney in relation to service contracts entered into by EPCG with A2A and external consulting firms of the A2A Group. Subsequently, in November 2014, the Montenegrin police sent EPCG a request for documents and data that was fully acknowledged by the management of EPCG in the following month. Two further requests for additional information and documentation were then subjected to EPCG directly by the Special Attorney in August 2015 and February 2016, and in both cases the management of EPCG responded comprehensively to the requests of the investigators.

Until said moment, therefore, EPCG had registered only requests for documentation to which it promptly replied, and EPCG as well as A2A had therefore not - until April 15, 2016 - deemed that said requests could result in actions such to configure a risk if not remote - personal or capital - at the expense of its employees and/or the companies.

On April 15, 2016, the former Italian CFO appointed by A2A in EPCG, who resigned from said office only a few days before for reasons completely unrelated to the issue under consideration, was arrested by the Montenegrin police on order of the Special Attorney. Investigative measures are still covered by investigation confidentiality. Based on as currently known, the former CFO is accused along with two previous EPCG Italian managers appointed by A2A, and three Montenegrin officials of EPCG - of abuse of office in the management of service contracts stipulated by EPCG. On May 6, 2016, the former CFO was released on payment of a bail deposit and withdrawal of the passport. On December 7, 2016, the passport was returned and the CFO returned to Italy. Given the fact that in Montenegro there is a law on liability of legal persons for offences committed by their managers in their own interest, the company also monitored the possibility of extension of the investigation to A2A S.p.A.. At June 30, 2017, this event did not occur, but in the following weeks it emerged from press Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

General information on A2A S.p.A. Financial

statements Basis of

preparation Changes in

international accounting standards

Accounting standards and policies

Notes to the balance sheet Net debt

Notes to the income statement

Note on related party transactions

Consob Communication no. DEM/6064293 of July 28, 2006

Guarantees and commitments

with third parties Other information

4 Attachments

5 Independent Auditors' Report

reports in Montenegro, and lastly with the notification in Podgorica on July 25, 2017, in the hands of the defendant appointed for this purpose by A2A, that the shares held by A2A in EPCG have been the subject of a precautionary measure of seizure. This precautionary measure was judicially challenged by A2A S.p.A., obtaining complete revocation on September 29, 2017. From the precautionary measure, there was also evidence that the proceedings in question were extended to A2A on July 3, 2017. Subsequently, following a civil/commercial agreement signed by A2A on October 23, 2017 with EPCG, and the resolution adopted by the latter on November 17, 2017 to not constitute as injured party in the criminal proceedings, as there was no damage, the Special State Prosecutor ordered the withdrawal of the accusations on December 28, 2017 and therefore the filing of the proceedings against A2A S.p.A. as well as against the three Montenegro officials.

Based on the assessments made, the foregoing and the information available to date, A2A believes that the risk of potential penalties applicable and/or claims for compensation or indemnity actions, can be assessed as possible. Considering the state of the proceedings and for the same reasons outlined herewith, it is also impossible to quantify in certain terms the amount of said indemnities or penalties, direct or indirect.

Only approximately, and as broad reference, it is in fact possible to indicate that the amount of the penalties contemplated by the Montenegrin law on the liability of legal persons could theoretically – in the extreme variability of the local law with an unclear discipline – be significantly greater (from 2 to 100 times the amount of the alleged damage, as stated in the precautionary measure), even though it is appropriate to consider that there is no sound case-law on the matter and that the proceeding against A2A can be filed.

In view of the above, the company - in accordance with IAS 37 - considered it correct to handle the case in question providing adequate information and not allocating specific risks provision.

4 Attachments

1 - Statement of changes in tangible assets

Tangible assets
thousands of euro
BALANCE AT 12 31 2016 EFFECT NON-RECURRING
TRANSACTIONS
GROSS
VALUE
ACCUMULATED
DEPRECIATION
PROVISION
WRITE
DOWN
RESIDUAL
VALUE
GROSS
VALUE
ACCUMULATED
DEPRECIATION
RESIDUAL
VALUE
Land 42,387 (2,745) (6,950) 32,692
Buildings 472,474 (192,525) (31,385) 248,564
Plant and machinery 2,224,778 (1,035,371) (327,637) 861,770
Industrial and commercial equipment 18,186 (16,849) (1) 1,336
Other assets 32,236 (30,433) 1,803 (11) 13 2
Construction in progress and advances 18,440 18,440 (316) (316)
Leasehold improvements 33,579 (5,064) 28,515 (32,952) 4,453 (28,499)
Total tangible assets 2,842,080 (1,282,987) (365,973) 1,193,120 (33,279) 4,466 (28,813)
Tangible assets
thousands of euro
BALANCE AT 12 31 2015 EFFECT NON-RECURRING
TRANSACTIONS
GROSS
VALUE
ACCUMULATED
DEPRECIATION
PROVISION
WRITE
DOWN
RESIDUAL
VALUE
GROSS
VALUE
ACCUMULATED
DEPRECIATION
PROVISION
WRITE
DOWN
RESIDUAL
VALUE
Land 35,092 (5,170) (250) 29,672 7,293 2,425 (5,691) 4,027
Buildings 555,189 (277,197) (14,664) 263,328 (81,420) 99,559 7,637 25,776
Plant and machinery 2,746,299 (1,708,684) (127,660) 909,955 (544,539) 744,218 (24,707) 174,972
Industrial and commercial equipment 22,084 (20,703) (8) 1,373 (3,974) 4,269 7 302
Other assets 31,733 (29,431) (18) 2,284 332 (321) 18 29
Construction in progress and advances 35,707 (461) 35,246 95 3,124 3,219
Leasehold improvements 27,691 (2,855) 24,836 -
Total tangible assets 3,453,795 (2,044,040) (143,061) 1,266,694 (622,213) 850,150 (19,612) 208,325

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

  1. Statement of changes in tangible

  2. Statement of changes in intangible assets 3/a. Statement

of changes in investments in subsidiaries

3/b. Statement of changes in investments in affiliates

3/c. Statement of changes in investments in other companies (AFS)

4/a. List of investments in subsidiaries

4/b. List of investments in affiliates

Key data of the financial statements of the main subsidiaries and affiliates prepared according to IAS/ IFRS (pursuant to art. 2429.4 of the Italian Civil Code)

Key data of the financial statements of the main subsidiaries and affiliates prepared according to ITALIAN GAAP (pursuant to art. 2429.4 of the Italian Civil Code) Certification of the financial statements pursuant to article 154-bis, paragraph 5 of Legislative Decree no. 58/98

5 Independent Auditors' Report

EFFECT NON-RECURRING
TRANSACTIONS
CHANGES DURING THE YEAR BALANCE AT 12 31 2017
RESIDUAL
ACCUMULATED
ACQUISITIONS CHANGES RECLASSI OTHER DISPOSALS WRITE TOTAL GROSS ACCUMULATED PROVISION RESIDUAL
VALUE
DEPRECIATION
IN
CATEGORY
FICATIONS
NET OF THE
PROVISION
CHANGES
NET OF THE
PROVISION
GROSS
VALUE
ACCUMULATED
DEPRECIATION
DOWNS CHANGES
FOR THE
YEAR
VALUE DEPRECIATION WRITE
DOWN
VALUE
93 821 (517) 151 548 42,784 (2,594) (6,950) 33,240
1,168 1,816 102 (82) 23 (10,809) (7,782) 475,678 (203,511) (31,385) 240,782
953 8,219 1 (569) 569 (58,478) (49,305) 2,233,952 (1,093,849) (327,638) 812,465
390 (328) 62 18,574 (17,176) - 1,398
13
2
6,076 146 8,553 (3,343) 11,432 47,056 (33,819) - 13,237
(316) 16,073 (16,565) (132) (624) 17,500 - - 17,500
4,453
(28,499)
(3) (3) 626 (613) - 13
(28,813) 24,753 (6,384) 8,553 792 (1,168) 743 (72,961) (45,672) 2,836,170 (1,351,562) (365,973) 1,118,635
CHANGES DURING THE YEAR BALANCE AT 12 31 2016
ACQUISITIONS CHANGES OTHER DISPOSALS DEPRECIATION WRITE TOTAL GROSS ACCUMULATED PROVISION RESIDUAL
IN
CATEGORY
CHANGES GROSS
VALUE
ACCUMULATED
DEPRECIATION
DOWNS CHANGES
FOR THE
YEAR
VALUE DEPRECIATION WRITE
DOWN
VALUE
2 (1,009) (1,007) 42,387 (2,745) (6,950) 32,692
1,029 423 (3) (2,744) 1,116 (24,358) (16,003) (40,540) 472,474 (192,525) (31,385) 248,564
1,962 34,774 17,354 (31,072) 30,627 (175,270) (101,532) (223,157) 2,224,778 (1,035,371) (327,637) 861,770
254 (178) 178 (593) (339) 18,186 (16,849) (1) 1,336
644 (2) (471) 471 (1,152) (510) 32,236 (30,433) - 1,803
17,789 (35,201) 70 (20) (2,663) (20,025) 18,440 - - 18,440
5,888 (2,209) 3,679 33,579 (5,064) - 28,515
27,568 (4) 17,419 (34,485) 32,392 (203,300) (121,489) (281,899) 2,842,080 (1,282,987) (365,973) 1,193,120

2 - Statement of changes in intangible assets

Intangible assets
thousands of euro
BALANCE AT 12 31 2016 EFFECT NON-RECURRING
TRANSACTIONS
GROSS
VALUE
ACCUMULATED
DEPRECIATION
RESIDUAL
VALUE
GROSS
VALUE
ACCUMULATED
DEPRECIATION
RESIDUAL
VALUE
Industrial patents and intellectual property rights 108,042 (101,088) 6,954
Concessions, licences, trademarks and similar rights 39,337 (29,058) 10,279 (396) 219 (177)
Goodwill 37,480 37,480 1,207 1,207
Assets in progress 2,906 2,906
Other intangible assets 59,371 (1,204) 58,167
Total intangible assets 247,136 (131,350) 115,786 811 219 1,030
Intangible assets
thousands of euro
BALANCE AT 12 31 2015 EFFECT NON-RECURRING
TRANSACTIONS
GROSS
VALUE
ACCUMULATED
DEPRECIATION
RESIDUAL
VALUE
GROSS
VALUE
ACCUMULATED
DEPRECIATION
RESIDUAL
VALUE
Industrial patents and intellectual property rights 83,187 (79,048) 4,139 20,884 (17,794) 3,090
Concessions, licences, trademarks and similar rights 34,961 (25,432) 9,529 (547) 526 (21)
Goodwill 37,480 37,480
Assets in progress 1,323 1,323 8 8
Other intangible assets 1,307 (1,173) 134 54,404 54,404
Total intangible assets 158,258 (105,653) 52,605 74,749 (17,268) 57,481

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

  1. Statement of changes in tangible assets

  2. Statement of changes in intangible assets

3/a. Statement of changes in investments in subsidiaries

3/b. Statement of changes in investments in affiliates

3/c. Statement of changes in investments in other companies (AFS)

4/a. List of investments in subsidiaries 4/b. List of

investments in affiliates

Key data of the financial statements of the main subsidiaries and affiliates prepared according to IAS/ IFRS (pursuant to art. 2429.4 of the Italian Civil Code)

Key data of the financial statements of the main subsidiaries and affiliates prepared according to ITALIAN GAAP (pursuant to art. 2429.4 of the Italian Civil Code) Certification of the financial statements pursuant to article 154-bis, paragraph 5 of Legislative Decree no. 58/98

5 Independent Auditors' Report

CHANGES DURING THE YEAR BALANCE AT 12 31 2017
ACQUISITIONS CHANGES RECLASSIFICATIONS AMORTIZATION TOTAL GROSS ACCUMULATED RESIDUAL
IN
CATEGORY
GROSS
VALUE
ACCUMULATED
DEPRECIATION
CHANGES CHANGES
FOR THE
YEAR
VALUE DEPRECIATION VALUE
2,729 1,174 (3,977) (74) 111,945 (105,065) 6,880
1,849 8,686 (8,610) 57 (4,312) (2,330) 40,866 (33,094) 7,772
38,687 - 38,687
12,996 (3,476) 9,520 12,426 - 12,426
43 (28,765) (10) (28,732) 30,649 (1,214) 29,435
17,617 6,384 (8,610) 57 (28,765) (8,299) (21,616) 234,573 (139,373) 95,200
EFFECT NON-RECURRING
BALANCE AT 12 31 2015
TRANSACTIONS
CHANGES DURING THE YEAR BALANCE AT 12 31 2016
RESIDUAL
GROSS
RESIDUAL
ACCUMULATED
ACCUMULATED
VALUE
VALUE
VALUE
DEPRECIATION
DEPRECIATION
ACQUISITIONS CHANGES
IN
CATEGORY
OTHER
CHANGES
AMORTIZATION TOTAL
CHANGES
FOR THE
YEAR
GROSS
VALUE
ACCUMULATED
DEPRECIATION
RESIDUAL
VALUE
4,139
20,884
(17,794)
3,090
2,475 1,506 (10) (4,246) (275) 108,042 (101,088) 6,954
526
(21)
4,361 737 (175) (4,152) 771 39,337 (29,058) 10,279
37,480 - 37,480
8 3,814 (2,239) 1,575 2,906 - 2,906
54,404 3,660 (31) 3,629 59,371 (1,204) 58,167
57,481 10,650 4 3,475 (8,429) 5,700 247,136 (131,350) 115,786

3/a - Statement of changes in investments in subsidiaries

Shareholdings BALANCE AT CHANGES IN 2017
thousands of euro FINANCIAL
STATEMENTS
12 31 2016
Restated
INCREASES DECREASES EFFECT
NON-RECURRING
TRANSACTIONS
FINANCIAL ASSETS
Subsidiaries:
Unareti S.p.A. 1,381,881
A2A Ambiente S.p.A. 634,894
Elektroprivreda Cnre Gore AD Nikšić (EPCG) 279,017
A2A Calore & Servizi S.r.l. 334,617
A2A Ciclo Idrico S.p.A. 167,000
A2A gencogas S.p.A. 510,317
A2A Energiefuture S.p.A. 262,730
A2A Energia S.p.A. 98,743
Retragas S.r.l. 30,105
Aspem S.p.A. 26,508
A2A Smart City S.p.A. 9,222
Proaris S.r.l. 3,557
Camuna Energia S.r.l. 1,467
Ecofert S.r.l. in liquidation (*) 802 94
Plurigas S.p.A. in liquidation 560
SEASM S.r.l. 469
Linea Group Holding S.p.A. 109,379
A2A Illuminazione Pubblica S.r.l. 100 28,500
A2A Montenegro d.o.o. 102
Azienda Servizi Valtrompia S.p.A. - 7,375
A2A Security S.c.p.a. - 23
A2A Energy Solution S.r.l. - 10
A2A IDRO4 S.r.l. - 10
A2A Rinnovabili S.p.A. - 50
A2A Alfa S.r.l. -
LaboRAEE S.r.l. 10 (10)
(formerly Mincio Trasmissione S.r.l.)
Total subsidiaries 3,851,480 7,562 (10) 28,500
Shareholdings held for sale
Elektroprivreda Cnre Gore AD Nikšić (EPCG) -

(*) Amounts at December 31, 2016

Summary of results, assets and liabilities and the financial position

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

  1. Statement of changes in tangible assets 2. Statement

of changes in intangible assets 3/a. Statement of changes in

3/b. Statement

of changes in investments in affiliates

3/c. Statement of changes in investments in other companies (AFS)

4/a. List of investments in subsidiaries

4/b. List of investments in affiliates

Key data of the financial statements of the main subsidiaries and affiliates prepared according to IAS/ IFRS (pursuant to art. 2429.4 of the Italian Civil Code)

Key data of the financial statements of the main subsidiaries and affiliates prepared according to ITALIAN GAAP (pursuant to art. 2429.4 of the Italian Civil Code) Certification of the financial statements pursuant to article 154-bis, paragraph 5 of Legislative Decree no. 58/98

5 Independent Auditors' Report

CHANGES IN 2017 CHANGES IN 2017 BALANCE AT
FINANCIAL
SHARE OF EQUITY
DECREASES
EFFECT
NON-RECURRING
TRANSACTIONS
WRITE-DOWNS
AND EXPENSES OF
DISCOUNTING
OTHER
CHANGES
STATEMENTS
12 31 2017
%
SHAREHOLDING
EQUITY AT
12 31 2017
PRO RATA
AMOUNT
1,381,881 100.00% 1,481,556 1,481,556
634,894 100.00% 509,709 509,709
(279,017) - - - -
334,617 100.00% 369,828 369,828
167,000 100.00% 195,151 195,151
510,317 100.00% 542,596 542,596
262,730 100.00% 274,072 274,072
98,743 100.00% 203,602 203,602
30,105 87.27% 40,344 35,208
26,508 90.00% 8,983 8,085
9,222 100.00% 13,634 13,634
3,557 60.00% 6,114 3,668
(727) 740 74.50% 1,063
(625) 271 47.00% 577
560 70.00% 2,230 1,561
469 67.00% 786
109,379 51.00% 206,108 105,115
28,600 100.00% 47,376 47,376
102 100.00% 159
3,383 10,758 74.55% 19,772 14,740
23 47.60% 63
10 100.00% 2
10 100.00% 8
50 100.00% 256
- 70.00% 135
- - -
(1,352) (275,634) 3,610,546 3,924,124 3,808,041
(54,831) 279,017 224,186 41.75%

3/b - Statement of changes in investments in affiliates

Shareholdings BALANCE AT CHANGES IN 2017
thousands of euro FINANCIAL
STATEMENTS
12 31 2016
INCREASES DECREASES EFFECT
NON-RECURRING
TRANSACTIONS
FINANCIAL ASSETS
Affiliates:
ACSM-AGAM S.p.A. (**) 34,051
Rudnik Uglja Ad Pljevlja (*) 7,067
Sviluppo Turistico Lago d'Iseo S.p.A. (**) 837
SET S.p.A. (**) 466
Serio Energia S.r.l. (**) 400
Ge.S.I. S.r.l. (**) 466
Visano Società Trattamento Reflui S.c.a.r.l. (**) 10
Centrale Termoelettrica del Mincio S.r.l.
in liquidation
6
Ergon Energia S.r.l. in liquidation -
Azienda Servizi Valtrompia S.p.A. 3,383
Total affiliates 46,686

(*) Amounts at December 31, 2014

(**) Amounts at December 31, 2016

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

  1. Statement of changes in tangible assets

  2. Statement of changes in intangible assets 3/a. Statement of changes in investments in

subsidiaries 3/b. Statement of changes in

3/c. Statement

of changes in investments in other companies (AFS) 4/a. List of investments in subsidiaries 4/b. List of investments in

affiliates Key data of the financial statements of the main subsidiaries and affiliates prepared according to IAS/ IFRS (pursuant to art. 2429.4 of the Italian Civil Code)

Key data of the financial statements of the main subsidiaries and affiliates prepared according to ITALIAN GAAP (pursuant to art. 2429.4 of the Italian Civil Code) Certification of the financial statements pursuant to article 154-bis, paragraph 5 of Legislative Decree no. 58/98

5 Independent Auditors' Report

SHARE OF EQUITY BALANCE AT
FINANCIAL
CHANGES IN 2017
PRO RATA
AMOUNT
EQUITY AT
12 31 2017
%
SHAREHOLDING
STATEMENTS
12 31 2017
OTHER
CHANGES
WRITE-DOWNS
32,870 137,300 23.94% 34,051
7,707 19,517 39.49% 7,067
735 3,027 24.29% 735 (102)
739 1,508 49.00% 466
710 1,776 40.00% 400
2,322 4,941 47.00% 466
10 26 40.00% 10
1 45.00% 1 (5)
(92) (184) 50.00% -
- - - (3,383)
45,001 167,912 43,196 (3,383) (107)

3/c - Statement of changes in investments in other companies (AFS)

Company name
thousands of euro
SHAREHOLDING
%
SHAREHOLDER CARRYING
AMOUNT AT
12 31 2017
Available-for-sale financial assets (AFS)
Immobiliare-Fiera di Brescia S.p.A. 1.21% A2A S.p.A. 280
Azienda Energetica Valtellina e Valchiavenna S.p.A. (AEVV) 9.39% A2A S.p.A. 1,846
Others:
AQM S.r.l. 7.52% A2A S.p.A.
AvioValtellina S.p.A. 0.18% A2A S.p.A.
Banca di Credito Cooperativo dell'Oglio e del Serio s.c. n.s. A2A S.p.A.
Brescia Mobilità S.p.A. 0.25% A2A S.p.A.
Consorzio DIX.IT in liquidation 14.28% A2A S.p.A.
L.E.A.P. S.c.a.r.l. 8.57% A2A S.p.A.
Consorzio Milano Sistema in liquidation 10.00% A2A S.p.A.
E.M.I.T. S.r.l. in liquidation 10.00% A2A S.p.A.
Isfor 2000 S.c.p.a. 4.94% A2A S.p.A.
Stradivaria S.p.A. n.s. A2A S.p.A.
DI.T.N.E. 1.82% A2A S.p.A.
Total other financial assets 1,354
Total available-for-sale financial assets 3,480

Note: A2A S.p.A. took part in the setting up of Società Cooperativa Polo dell'innovazione della Valtellina, subscribing 5 shares having a nominal value of 50 euro.

4/a - List of investments in subsidiaries

Company name
thousands of euro
REGISTERED OFFICE CURRENCY SHARE
CAPITAL AT
12 31 2017
Subsidiaries:
Unareti S.p.A. Brescia Euro 965,250
A2A Ambiente S.p.A. Brescia Euro 220,000
A2A Calore & Servizi S.r.l. Brescia Euro 150,000
A2A Ciclo Idrico S.p.A. Brescia Euro 70,000
A2A gencogas S.p.A. Gissi (Ch) Euro 450,000
A2A Energia S.p.A. Milan Euro 2,000
Retragas S.r.l. Brescia Euro 34,495
Aspem S.p.A. Varese Euro 174
A2A Smart City S.p.A. Brescia Euro 3,000
Proaris S.r.l. Milan Euro 1,875
Camuna Energia S.r.l. Cedegolo (Bs) Euro 900
SEASM S.r.l. Brescia Euro 700
Ecofert S.r.l. in liquidation (*) S.Gervasio Bresciano (Bs) Euro 100
Plurigas S.p.A. in liquidation Milan Euro 800
A2A Montenegro d.o.o. Podgorica (Montenegro) Euro 100
A2A Energiefuture S.p.A. Milan Euro 50,000
Linea Group Holding S.p.A. Brescia Euro 189,494
A2A Illuminazione Pubblica S.r.l. Brescia Euro 28,600
Azienda Servizi Valtrompia S.p.A. Gardone Val Trompia (Bs) Euro 8,939
A2A Security S.c.p.a. Milan Euro 50
A2A Energy Solution S.r.l. Milan Euro 10
A2A IDRO4 S.r.l. Milan Euro 10
A2A Rinnovabili S.p.A. Trento Euro 50

(*) Amounts at December 31, 2016

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

  1. Statement of changes in tangible assets

  2. Statement of changes in intangible assets 3/a. Statement

of changes in investments in subsidiaries

3/b. Statement of changes in investments in affiliates

3/c. Statement of changes in investments in other companies (AFS)

4/a. List of

4/b. List of investments in affiliates

Key data of the financial statements of the main subsidiaries and affiliates prepared according to IAS/ IFRS (pursuant to art. 2429.4 of the Italian Civil Code)

Key data of the financial statements of the main subsidiaries and affiliates prepared according to ITALIAN GAAP (pursuant to art. 2429.4 of the Italian Civil Code) Certification of the financial statements pursuant to article 154-bis, paragraph 5 of Legislative Decree no. 58/98

5 Independent Auditors' Report

DELTA
(A-B)
BALANCE AT
FINANCIAL
STATEMENTS
(B)
PRO RATA
AMOUNT
(A)
%
HELD
RESULT AT
12 31 2017
EQUITY AT
12 31 2017
99,675 1,381,881 1,481,556 100.00% 111,701 1,481,556
(125,185) 634,894 509,709 100.00% 102,185 509,709
35,211 334,617 369,828 100.00% 35,881 369,828
28,151 167,000 195,151 100.00% 16,978 195,151
32,279 510,317 542,596 100.00% 20,773 542,596
104,859 98,743 203,602 100.00% 89,645 203,602
5,103 30,105 35,208 87.27% 1,475 40,344
(18,423) 26,508 8,085 90.00% 2,898 8,983
4,412 9,222 13,634 100.00% 3,594 13,634
111 3,557 3,668 60.00% 221 6,114
52 740 792 74.50% 1 1,063
58 469 527 67.00% 56 786
271 271 47.00% (1,129) 577
1,001 560 1,561 70.00% 20 2,230
57 102 159 100.00% 58 159
11,342 262,730 274,072 100.00% 711 274,072
(4,264) 109,379 105,115 51.00% 10,511 206,108
18,776 28,600 47,376 100.00% 10,364 47,376
3,982 10,758 14,740 74.55% 987 19,772
23 30 47.60% 17 63
10 2 100.00% (8) 2
10 8 100.00% (2) 8
206 50 256 100.00% 207 256

4/b - List of investments in affiliates

Company name
thousands of euro
REGISTERED OFFICE CURRENCY SHARE
CAPITAL AT
12 31 2017
ACSM-AGAM S.p.A. (**) Monza Euro 76,619
Rudnik Uglja Ad Pljevlja (*) Pljevlja (Montenegro) Euro 21,493
Sviluppo Turistico Lago d'Iseo S.p.A. (**) Iseo (Bs) Euro 1,616
SET S.p.A. (**) Toscolano Maderno (Bs) Euro 104
Serio Energia S.r.l. (**) Concordia sulla Secchia (Mo) Euro 1,000
Ge.S.I. S.r.l. (**) Brescia Euro 1,000
Visano Società Trattamento Reflui S.c.a.r.l. (**) Brescia Euro 25
Centrale Termoelettrica del Mincio S.r.l.
in liquidation
Ponti sul Mincio (Mn) Euro 11
Ergon Energia S.r.l. in liquidation Milan Euro 600

(*) Amounts at December 31, 2014

(**) Amounts at December 31, 2016

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

  1. Statement of changes in tangible assets

  2. Statement of changes in intangible assets

3/a. Statement of changes in investments in subsidiaries

3/b. Statement of changes in investments in affiliates

3/c. Statement of changes in investments in other companies (AFS)

4/a. List of investments in subsidiaries

4/b. List of

Key data of the financial statements of the main subsidiaries and affiliates prepared according to IAS/ IFRS (pursuant to art. 2429.4 of the Italian Civil Code)

Key data of the financial statements of the main subsidiaries and affiliates prepared according to ITALIAN GAAP (pursuant to art. 2429.4 of the Italian Civil Code) Certification of the financial statements pursuant to article

154-bis, paragraph 5 of Legislative Decree no. 58/98 5 Independent

Auditors' Report

%
HELD
RESULT AT
12 31 2017
EQUITY AT
12 31 2017
23.94% 5,110 137,300
39.49% (19,840) 19,517
24.29% (96) 3,027
49.00% 112 1,508
40.00% 321 1,776
47.00% 1,004 4,941
40.00% - 26
45.00% (3) 1
50.00% (42) (184)

Key data of the financial statements of the main subsidiaries and affiliates prepared according to IAS/IFRS

(pursuant to art. 2429.4 of the Italian Civil Code)

SUBSIDIARIES A2A gencogas S.p.A. A2A Energiefuture
S.p.A.
A2A Ambiente S.p.A. A2A Smart City S.p.A. Retragas S.r.l.
Share capital: Euro 450,000,000 Euro 50,000,000 Euro 220,000,000 Euro 3,000,000 Euro 34,494,650
% held: A2A S.p.A. 100.00% A2A S.p.A. 100.00% A2A S.p.A. 100.00% A2A S.p.A. 100.00% A2A S.p.A.
Unareti S.p.A.
87.27%
4.33%
Description
thousands of euro
12 31 17 12 31 16 12 31 17 12 31 16 12 31 17 12 31 16 12 31 17 12 31 16 12 31 17 12 31 16
Revenues 170,585 97,390 227,465 112,297 373,826 371,988 30,351 26,398 7,196 7,670
Gross operating income 89,305 50,982 37,538 47,521 147,664 150,342 7,354 6,501 4,323 4,987
Net operating income 37,381 (53,537) 3,504 67,029 101,477 103,084 5,005 5,415 2,136 2,813
Result before taxes 33,540 (60,593) 2,945 66,790 131,927 123,950 4,939 5,338 2,135 2,835
Result of the year 20,723 (42,125) 711 46,697 102,185 86,949 3,594 3,706 1,475 1,927
Assets 1,006,987 1,110,062 428,520 447,448 899,074 867,167 42,672 29,999 42,949 43,602
Liabilities 464,391 588,368 154,448 139,267 389,365 377,076 29,038 16,263 2,605 2,903
Equity 542,596 521,694 274,072 308,181 509,709 490,091 13,634 13,736 40,344 40,699
Net financial position (299,465) (359,045) 55,759 74,946 255,596 253,958 (11,858) (1,509) 12,442 7,610
AFFILIATES Ge.S.I. S.r.l. Ergon Energia S.r.l.
in liquidation
Share capital: Euro 1,000,000 Euro 600,000
% held: A2A S.p.A. 47.00% A2A S.p.A. 50.00%
Description
thousands of euro
12 31 16 12 31 15 12 31 17 12 31 16
Revenues 6,573 5,087 1 5
Gross Operating Income 699 688 (93) (149)
Net operating income 390 339 (43) (214)
Result before taxes 1,122 366 (42) (222)
Result of the year 1,004 288 (42) (222)
Assets 8,077 6,673 6,872 6,855
Liabilities 3,136 2,518 7,056 6,998
Equity 4,941 4,155 (184) (143)
Net financial position 1,851 931 (756) (694)

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

  1. Statement of changes in tangible assets

  2. Statement of changes in intangible assets 3/a. Statement

of changes in investments in subsidiaries

3/b. Statement of changes in investments in affiliates

3/c. Statement of changes in investments in other companies (AFS)

4/a. List of investments in subsidiaries 4/b. List of investments in

affiliates

Key data of the financial statements of the main subsidiaries and affiliates prepared according to IAS/ IFRS (pursuant to art. 2429.4 of the Italian Civil Code)

Key data of the financial statements of the main subsidiaries and affiliates prepared according to ITALIAN GAAP (pursuant to art. 2429.4 of the Italian Civil Code) Certification of the financial statements pursuant to article 154-bis, paragraph 5 of Legislative Decree no. 58/98

5 Independent Auditors' Report

A2A Energiefuture
A2A Ambiente S.p.A.
A2A Smart City S.p.A.
Retragas S.r.l.
S.p.A.
SEASM S.r.l. Linea Group Holding
S.p.A.
A2A Illuminazione
Pubblica S.r.l.
Valtrompia S.p.A. Azienda Servizi A2A Security S.c.p.a. A2A Rinnovabili S.p.A.
Euro
220,000,000
Euro
3,000,000
Euro
34,494,650
Euro 700,000 Euro 189,494,116 Euro 28,600,000 Euro 8,938,941 Euro 50,000 Euro 50,000
A2A S.p.A.
100.00%
A2A S.p.A.
87.27%
Unareti S.p.A.
4.33%
A2A S.p.A. 67.00% A2A S.p.A. 51.00% A2A S.p.A. 100.00% A2A S.p.A.
Unareti S.p.A.
74.55%
0.25%
A2A S.p.A.
Unareti S.p.A.
Amsa S.p.A.
A2A gencocas S.p.A.
A2A Ambiente S.p.A.
47.60%
19.10%
A2A Ciclo Idrico S.p.A. 10.90%
9.50%
4.10%
4.10%
A2A Calore & Servizi S.r.l. 2.70%
A2A Energie Future S.p.A. 2.00%
A2A S.p.A. 100.00%
12 31 16
12 31 17
12 31 16
12 31 17 12 31 16 12 31 17 12 31 16 12 31 17 12 31 16 12 31 17 12 31 16 12 31 17 12 31 16 12 31 17 12 31 16
7,196
7,670
357 357 25,560 23,167 35,302 - 12,727 13,800 318 - - -
4,323
4,987
293 290 2,549 205 13,415 (76) 2,443 2,874 25 - (30) -
2,136
2,813
127 124 (5,537) (6,626) 10,827 (76) 1,329 1,982 25 - (30) -
2,135
2,835
79 64 7,303 (6,744) 14,312 (76) 1,270 1,762 23 - 274 -
1,475
1,927
56 38 10,511 (3,037) 10,364 (57) 987 1,154 17 - 207 -
42,949
43,602
1,736 1,884 694,342 635,200 63,590 81 30,071 29,238 843 - 39,577 -
2,605
2,903
950 1,154 488,234 439,585 16,214 39 10,299 16,257 780 - 39,321 -
40,344
40,699
786 730 206,108 195,615 47,376 42 19,772 12,981 63 - 256 -
7,610 (921) (1,124) (183,963) (172,841) 18,555 62 (3,744) (9,287) (59) - 6,055 -
12,442

Key data of the financial statements of the main subsidiaries and affiliates prepared according to ITALIAN GAAP

(pursuant to art. 2429.4 of the Italian Civil Code)

SUBSIDIARIES Unareti S.p.A. A2A Calore & Servizi S.r.l. A2A Energia S.p.A.
Share capital: Euro 965,250,000 Euro 150,000,000 Euro 2,000,000
% held: A2A S.p.A. 100.00% A2A S.p.A. 100.00% A2A S.p.A. 100.00%
Description
thousands of euro
12 31 17 12 31 16 12 31 17 12 31 16 12 31 17 12 31 16
Revenues 535,746 519,477 312,415 223,257 1,315,719 1,325,981
Gross operating Income 246,237 222,077 89,357 75,675 142,988 138,008
Net operating income 157,942 141,778 52,328 34,073 123,963 114,846
Result before taxes 156,319 139,137 49,697 27,838 125,068 116,063
Result of the year 111,701 92,835 35,881 16,537 89,645 77,289
Assets 2,070,448 2,046,944 799,374 748,113 574,252 586,918
Liabilities 588,892 580,062 429,546 398,466 370,650 395,961
Equity 1,481,556 1,466,882 369,828 349,647 203,602 190,957
Net financial position (76,198) 24,211 (296,114) (260,363) (19,818) 34,630

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

  1. Statement of changes in tangible assets

  2. Statement of changes in intangible assets 3/a. Statement

of changes in investments in subsidiaries

3/b. Statement of changes in investments in affiliates

3/c. Statement of changes in investments in other companies (AFS)

4/a. List of investments in subsidiaries

4/b. List of investments in affiliates

Key data of the financial statements of the main subsidiaries and affiliates prepared according to IAS/ IFRS (pursuant to art. 2429.4 of the Italian Civil Code)

Key data of the

financial statements affiliates prepared according to ITALIAN GAAP (pursuant to art. 2429.4 of the Italian Civil Code)

Certification of the financial statements pursuant to article 154-bis, paragraph 5 of Legislative Decree no. 58/98

5 Independent Auditors' Report

A2A Ciclo Idrico S.p.A. Aspem S.p.A. Proaris S.r.l. Plurigas S.p.A.
in liquidation
Euro 70,000,000 Euro 173,785 Euro 1,875,000 Euro 800,000
A2A S.p.A. 100.00% A2A S.p.A. 90.00% A2A S.p.A. 60.00% A2A S.p.A. 70.00%
12 31 17 12 31 16 12 31 17 12 31 16 12 31 17 12 31 16 12 31 17 12 31 16
88,982
129,812
43,977 44,426 2,963 1,757 5 18
38,406
79,948
5,559 5,921 349 117 - (25)
25,155
64,443
3,833 4,382 314 82 (6) (25)
24,709
62,626
3,894 4,559 317 87 (4)
16,978
41,916
2,898 3,048 221 27 20 (16)
377,640
362,424
35,716 36,712 7,253 7,113 4,257 5,662
182,489
149,151
26,733 27,578 1,139 1,194 2,027 2,452
195,151
213,273
8,983 9,134 6,114 5,919 2,230 3,210
(118,332)
(70,165)
3,636 3,640 3,098 2,353 2,456 3,578

Certification of the financial statements pursuant to article 154-bis, paragraph 5 of Legislative Decree no. 58/98

    1. The undersigned Luca Camerano, in the name and on behalf of the entire Board of Directors of A2A S.p.A., and Andrea Crenna, as manager in charge of preparing the corporate accounting documents of A2A S.p.A., certify, also taking into account the contents of article 154-bis, paragraphs 3 and 4, of Legislative Decree 58 February 24, 1998:
  • the adequacy in relation to the characteristics of the company and
  • the effective application

of administrative and accounting procedures for the preparation of financial statements in the year 2017.

  1. It is also certified that:

2.1 the financial statements:

  • a) have been prepared in accordance with International Financial Reporting Standards as endorsed by the European Community pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of July 19, 2002;
  • b) correspond to the information contained in the accounting ledgers and records;
  • c) provide a true and fair representation of the equity, economic and financial situation of the issuer;
  • 2.2 the report on operations includes reliable analysis on the performance, result of operations and the business of the issuer, as well as description of principal risks and uncertainties to which is exposed.

Milan, March 20, 2018

Luca Camerano Andrea Crenna

(for the Board of Directors) (Manager in charge of preparing the corporate accounting documents)

5 Independent Auditors' Report

Independent Auditors' Report

EY S.p.A. Via Po, 32 00198 Roma Tel: +39 06 324751 Fax: +39 06 32475504 ey.com

Independent auditor's report pursuant to article 14 of Legislative Decree n. 39, dated 27 January 2010 and article 10 of EU Regulation n. 537/2014 (Translation from the original Italian text)

To the Shareholders of A2A S.p.A.

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of A2A S.p.A. (the Company), which comprise the balance sheet as at December 31, 2017, and the income statement, the statement of comprehensive income, statement of changes in equity and the cash flows statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the financial statements give a true and fair view of the financial position of the Company as at December 31, 2017, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/2005.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the regulations and standards on ethics and independence applicable to audits of financial statements under Italian Laws. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

EY S.p.A. Sede Legale: Via Po, 32 - 00198 Roma Capitale Sociale deliberato Euro 3.250.000,00, sottoscritto e versato Euro 3.100.000,00 i.v. Iscritta alla S.O. del Registro delle Imprese presso la C.C.I.A.A. di Roma Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. 250904 P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998 Iscritta all'Albo Speciale delle società di revisione Consob al progressivo n. 2 delibera n.10831 del 16/7/1997

A member firm of Ernst & Young Global Limited

We identified the following key audit matters:

|--|

Valuation of Shareholdings in subsidiaries

At December 31, 2017, the Shareholdings in subsidiaries balance amount to 3.611 million euro.

The management assesses at least annually the existence of impairment indicators of each shareholdings in subsidiaries, in compliance with its strategy of managing legal entities within the group and, in case of occurrence, these assets are subject to impairment test.

The processes and methodologies for assessing and determining the recoverable amount of each shareholdings in subsidiaries are based on complex assumptions, that by their nature imply the use of the directors' judgment, in particular with reference to the identification of impairment indicators, to forecast of future cash flows relating to the period covered by the Group's strategic plan, the normalized cash flows assumed as a basis for the terminal value, as well as the long-term growth rates and discount rates applied to such cash flows forecasts.

In consideration of the judgment required and of the complexity of the assumptions used in the estimate of the recoverable amount of shareholdings in subsidiaries, we have considered that this area represents a key audit matter.

The disclosures related to the recoverability of the shareholdings in subsidiaries are included in the paragraph "Use of estimates" and in note 3 "Shareholdings and other non-current financial assets" to the separate financial statements.

2

Our audit procedures related to this key audit matters included, among others:

  • assessment of the processes and key controls implemented by the Company related to the identification of any loss and to the valuation of shareholdings in subsidiaries;
  • assessment of the report produced by the directors' third party specialists, as well as the assessment of their competence, capability and objectivity;
  • assessment of the forecasted future cash flows;
  • assessment of the consistency between the future cash flows assumed in the Group A2A's strategic plan for the period 2018- 2022;
  • assessment of the accuracy of actual results against previous forecasts;
  • assessment of the long-term growth rates and discount rates.

In performing our procedures, we leveraged the used of EY valuation specialists who performed an independent calculation and sensitivity analysis on key assumptions, in order to determine any changes that could significantly impact the valuation of recoverable amount.

Lastly, we reviewed the adequacy of the disclosures included in the notes to the separate financial statements.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

Responsibilities of Directors and Those Charged with Governance for the Financial Statements

The Directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and with the regulations issued for implementing art. 9 of Legislative Decree n. 38/2005, and, within the terms provided by the law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The Directors are responsible for assessing the Company's ability to continue as a going concern and, when preparing the financial statements, for the appropriateness of the going concern assumption, and for appropriate disclosure thereof. The Directors prepare the financial statements on a going concern basis unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The statutory audit committee ("Collegio Sindacale") is responsible, within the terms provided by the law, for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with International Standards on Auditing (ISA Italia), we have exercised professional judgment and maintained professional skepticism throughout the audit. In addition:

  • we have identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error, designed and performed audit procedures responsive to those risks, and obtained audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • we have obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
  • we have evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors;
  • we have concluded on the appropriateness of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required

to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to consider this matter in forming our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern;

we have evaluated the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We have communicated with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We have provided those charged with governance with a statement that we have complied with the ethical and independence requirements applicable in Italy, and we have communicated with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we have determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We have described these matters in our auditor's report.

Additional information pursuant to article 10 of EU Regulation n. 537/14

The shareholders of A2A S.p.A., in the general meeting held on June 11, 2015, engaged us to perform the audits of the financial statements for each of the years ending December 31, 2016 to December 31, 2024.

We declare that we have not provided prohibited non-audit services, referred to article 5, par. 1, of EU Regulation n. 537/2014, and that we have remained independent of the Company in conducting the audit.

We confirm that the opinion on the financial statements included in this report is consistent with the content of the additional report to the audit committee (Collegio Sindacale) in their capacity as audit committee, prepared pursuant to article 11 of the EU Regulation n. 537/2014.

Report on compliance with other legal and regulatory requirements

Opinion pursuant to article 14, paragraph 2, subparagraph e), of Legislative Decree n. 39 dated 27 January 2010 and of article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998

The Directors of A2A S.p.A. are responsible for the preparation of the Report on Operation and of the Report on Corporate Governance and Ownership Structure of A2A S.p.A. as at December 31, 2017, including their consistency with the related financial statements and their compliance with the applicable laws and regulations.

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

We have performed the procedures required under audit standard SA Italia n. 720B, in order to express an opinion on the consistency of the Report on Operations and of specific information included in the Report on Corporate Governance and Ownership Structure as provided for by article 123-bis, paragraph 4, of Legislative Decree n. 58, dated 24 February 1998, with the financial statements of A2A S.p.A. as at and on their compliance with the applicable laws and regulations, and in order to assess whether they contain material misstatements.

In our opinion, the Report on Operation and the above mentioned specific information included in the Report on Corporate Governance and Ownership Structure are consistent with the financial statements of A2A S.p.A. as at December 31, 2017 and comply with the applicable laws and regulations.

With reference to the statement required by art. 14, paragraph 2, subparagraph e), of Legislative Decree n. 39, dated 27 January 2010, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have no matters to report.

Milan, March 27, 2018

EY S.p.A. Signed by: Massimo Antonelli, Partner

This report has been translated into the English language solely for the convenience of international readers.

Report of the Board of Auditors

REPORT
OF
THE
BOARD
OF
AUDITORS
TO
THE
SHAREHOLDERS' MEETING
OF
A2A
S.P.A. (pursuant
to
article
153
of
Legislative
Decree
58/1998
and
article
2429,
paragraph
3,
Civil
Code)
Shareholders,

Pursuant
to
article
153,
paragraph
1
of
Legislative
Decree
no.
58
of
February
24,
1998
and
article
2429,
paragraph
3
of
the
Civil
Code,
we
wish
to
inform
you
that,
during
the
year
ended
December
31,
2017,
we
carried
out
the
supervisory
and
control
activities
according
to
the
rules
of
the
Civil
Code,
of
articles
148
et
seq
of
the
CFA
of
Legislative
Decree
January
27,
2010
no.
39,
as
amended
by
Legislative
Decree
135/2016
and
the
indications
contained
in
CONSOB
communications
regarding
corporate
audits,
taking
into
account
the
principles
of
conduct
recommended
by
the
National
Council
of
Chartered
Accountants
and
Accounting
Experts.

As
auditing
body,
we:

  • participated
    in
    the
    shareholders'
    meeting
    held
    May
    15,
    2017;
  • attended
    all
    the
    meetings
    of
    the
    Executive
    Committee
    for
    a
    total
    of
    6
    sessions;
  • attended
    all
    the
    meetings
    of
    the
    Board
    of
    Directors,
    for
    a
    total
    of
    15,
    during
    which
    we
    were
    informed
    about
    the
    activities
    carried
    out
    and
    the
    most
    significant
    transactions
    carried
    out
    by
    the
    Company
    and
    its
    subsidiaries,
    with
    particular
    reference
    to
    a
    bond
    issue
    for
    an
    amount
    of
    300
    million
    euro
    and
    with
    a
    maturity
    of
    seven
    years
    in
    March
    2024,
    to
    be
    issued
    under
    the Euro
    Medium
    Term
    Notes
    Program;
    the
    exercise
    of
    the
    put
    option
    for
    the
    sale
    of
    the
    company
    "EPCG"
    and
    the
    signing
    of
    a
    letter
    of
    intent
    between
    ACSM-‐AGAM,
    Aspem,
    AEVV,
    Lario
    Reti
    Holding
    and
    A2A
    for
    a
    possible
    industrial
    and
    corporate
    partnership
    project
    subsequently
    approved
    on
    January
    23,
    2018.

In
this
context,
we
systematically
received
from
the
Chair
and
CEO-‐General
Manager
the

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

6 Report of the Board of Auditors

information
regarding
the
exercise
of
proxies;

  • conducted
    23
    meetings
    of
    the
    Board
    of
    Auditors
    during
    which
    information
    was
    also
    exchanged
    with
    the
    independent
    auditors
    and
    with
    the
    CEO-‐General
    Manager,
    in
    order
    to
    ensure
    that
    no
    transactions
    were
    carried
    that
    were
    imprudent,
    risky,
    in
    potential
    conflict
    of
    interest,
    in
    contrast
    with
    the
    law,
    by-‐laws
    or
    the
    resolutions
    of
    the
    shareholders' meeting
    or
    such
    to
    affect
    the
    integrity
    of
    the
    Company's
    assets;
  • attended
    12
    meetings
    of
    the
    Remuneration
    and
    Appointments
    Committee,
    acquiring
    information
    on
    the
    work
    it
    performed
    during
    the
    year;
  • monitored
    the
    adequacy
    of
    the
    internal
    control
    and
    risk
    management
    system
    (as
    described
    in
    the
    following
    points);
    in
    this
    regard,
    no
    critical
    situations
    or
    facts
    were
    identified
    that
    could
    lead,
    in
    relation
    to
    the
    2017
    financial
    year,
    to
    believe
    that
    the
    internal
    control
    and
    risk
    management
    system
    is
    inadequate;
  • received
    from
    the
    Audit
    and
    Risks
    Committee,
    the
    Director
    in
    charge
    of
    the
    internal
    control
    and
    risk
    management
    system
    and
    the
    head
    of
    the
    Internal
    Audit
    function information
    regarding
    risk
    mapping
    of
    the
    activities
    in
    progress,
    verification
    programs
    and
    implementation
    projects
    of
    the
    internal
    control
    system,
    even
    through
    participation
    in
    17
    meetings
    of
    the
    Committee,
    during
    which
    we
    took
    cognizance
    of
    the
    activity
    carried
    out
    by
    the
    Committee
    (also
    in
    its
    function
    as
    Related
    Party
    Committee);
  • examined
    periodically,
    as
    part
    of
    the
    supervision
    of
    the
    effectiveness
    of
    the
    internal
    control
    and
    risk
    management
    system
    adopted
    by
    the
    Company,
    the
    updated
    mapping
    of
    risks
    relating
    to
    the
    Company
    and
    its
    subsidiaries
    prepared
    by
    the
    Director
    in
    charge
    of
    the
    internal
    control
    and
    risk
    management
    system
    and
    submitted
    by
    the
    latter
    to
    the
    Board
    of
    Directors
    for
    review;

  • examined
    the
    periodic
    reports
    prepared
    every
    six
    months
    by
    the
    Head
    of
    Internal
    Audit
    function,
    which
    contain
    information
    on
    the
    activities
    carried
    out
    by
    the
    latter
    during
    the
    reference
    period,
    the
    risk
    management
    procedures
    within
    the
    Company,
    respect
    for
    plans
    defined
    for
    their
    reduction,
    strategic
    goals
    for
    reduction
    and
    efficiency,
    as
    well
    as
    the
    positive
    assessment
    of
    the
    same
    Head
    of
    the
    Internal
    Audit
    function on
    the
    suitability
    of
    the
    internal
    control
    and
    risk
    management
    system
    of
    the
    Company
    with
    respect
    to
    the
    characteristics
    of
    the
    company
    and
    the
    profile
    of
    risk
    undertaken.
    In
    particular,
    on
    July
    25,
    2017
    and
    March
    14,
    2018,
    the
    Board
    (i)
    expressed
    a
    favourable
    opinion
    on
    the
    adequacy,
    effectiveness
    and
    effective
    functioning
    of
    the
    internal
    control
    and
    risk
    management
    system
    of
    the
    Company
    with
    respect
    to
    the
    same
    characteristics
    and
    profile
    of
    risk
    undertaken;
    (ii)
    expressed
    a
    favourable
    opinion
    on
    the
    organizational,
    administrative
    and
    accounting
    structure
    of
    A2A
    and
    its
    subsidiaries
    with
    strategic
    importance,
    with
    particular
    reference
    to
    the
    internal
    control
    and
    risk
    management
    system;

  • verified
    that
    the
    Company
    has
    an
    organizational,
    management
    and
    control
    Model
    ("Model")
    consistent
    with
    the
    principles
    contained
    in
    Legislative
    Decree
    231/01
    and
    in
    line
    with
    the
    guidelines
    established
    by
    industry
    Associations.
    In
    the
    Half-‐Year
    Report
    to
    the
    Board
    of
    Auditors,
    the
    Supervisory
    Board
    of
    the
    Company
    reported
    on
    the
    activities
    carried
    out
    during
    the
    first
    half
    of
    2017
    and
    thereafter,
    by
    special
    report
    at
    December
    31,
    2017,
    informed
    the
    same
    on
    the
    activities
    carried
    out
    during
    2017
    confirming
    that
    there
    were
    no
    situations
    of
    misconduct
    or
    violations
    of
    the
    Model.
    On
    September
    21,
    2017,
    the
    Board
    of
    Directors
    of
    A2A
    S.p.A.
    resolved
    the
    update
    of
    the
    Organization,
    Management
    and
    Control
    Model
    pursuant
    to
    Legislative
    Decree
    231/01
    with
    respect
    to
    the
    types
    of
    offenses
    related to
    illicit
    brokering
    and

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

6 Report of the Board of Auditors

exploitation
of
labour
(Law
199/2016)
and
to
the
incitement
to
corruption
among
individuals
(Legislative
Decree
38/2017)
and
updated
the
General
Part
regarding
the
organizational
and
operational
structure
of
the
Company;

  • verified
    the
    activities
    carried
    out
    under
    the
    coordination
    of
    the
    Manager
    in
    charge
    of
    preparing
    the
    corporate
    accounting
    documents,
    for
    the
    purpose
    of
    the
    requirements
    of
    Law
    262/2005
    "Provisions
    for
    the
    protection
    of
    savings
    and
    regulation
    of
    financial
    markets",
    and
    s.m.i.
    The
    Board
    was,
    among
    other
    things,
    informed
    on
    the
    outcome
    of
    the
    test
    and
    positively
    evaluated
    as
    illustrated
    by
    the
    head
    of
    the
    Internal
    Audit
    function
    and
    the
    Manager
    in
    charge
    of
    preparing
    the
    corporate
    accounting
    documents
    concerning
    the
    administrative
    and
    accounting
    procedures
    referred
    to
    in
    the
    aforementioned
    Law
    262/2005,
    discussing
    as
    emerged
    from
    the
    illustration
    and
    requesting,
    where
    deemed
    necessary,
    the
    Audit
    and
    Risks
    Committee
    to
    provide
    information
    to
    the
    Board
    of
    Directors;
  • verified
    that
    the
    Company
    complies
    with
    the
    Corporate
    Governance
    Code
    for
    listed
    companies
    approved
    in
    March
    2006
    and
    last
    amended
    in
    July
  • The
    Annual
    Report
    on
    Corporate
    Governance
    and
    Ownership
    Structures
    adequately
    illustrates
    the
    corporate
    governance
    system
    and
    the
    choices
    adopted.

Moreover, the Board:

  • expressed
    its
    positive
    opinion
    in
    relation
    to
    the
    approval
    of
    the
    2018
    audit
    plan
    prepared
    and
    illustrated
    by
    the
    head
    of
    Internal
    Audit
    function
    and
    approved
    by
    the
    Board
    of
    Directors;
  • monitored
    the
    actual
    implementation
    of
    corporate
    governance
    rules
    in
    the
    Corporate
    Governance
    Code,
    including
    the
    assessment
    of
    the
    Board
    of
    Directors
    and
    its
    internal
    Committees;

  • certified,
    on
    the
    basis
    of
    statements
    made
    by
    the
    Directors
    and
    took
    note
    of
    the
    assessments
    expressed
    by
    the
    Board,
    that
    the
    criteria
    and
    procedures
    adopted
    by
    the
    Board
    to
    assess
    the
    independence
    of
    its
    members
    were
    correctly
    applied;

  • took
    note
    of
    the
    procedures
    adopted
    and
    instructions
    issued
    by
    A2A
    S.p.A.
    for
    the
    preparation
    of
    the
    Annual
    Report
    of
    the
    A2A
    Group
    at
    December
    31,
    2017,
    the
    Half-‐Year
    Report
    of
    the
    A2A
    Group
    at
    June
    30,
    2017
    and
    the
    financial
    report
    at
    March
    31
    and
    September
    30,
    2017;
  • monitored
    observance
    of
    the
    obligations
    imposed
    by
    Legislative
    Decree
    no.
    254/2016
    and
    Consob
    Regulation
    no.
    20267/2018
    in
    relation
    to
    the
    drafting
    and
    publication
    of
    the
    consolidated
    non-‐financial
    statement
    approved
    by
    the
    Board
    of
    Directors
    on
    March
    20,
    2018;
    the
    Board
    of
    Statutory
    Auditors
    also
    verified
    the
    issue
    on
    March
    27,
    2018,
    by
    the
    appointed
    Auditing
    Company,
    of
    the
    declaration
    of
    conformity
    of
    the
    information
    provided
    in
    this
    document;
  • successfully
    verified
    compliance
    with
    the
    criteria
    of
    independence
    with
    regard
    to
    each
    of
    its
    members,
    as
    required
    by
    the
    Corporate
    Governance
    Code.
    Said
    verification
    was
    conducted
    on
    November
    9,
    2017,
    as
    part
    of
    the
    annual
    verification
    of
    permanence
    of
    said
    requirements.
    Furthermore,
    in
    the
    meeting
    of
    March
    12,
    2018,
    the
    Board
    of
    Statutory
    Auditors
    confirmed
    the
    adequacy
    of
    its
    composition
    in
    terms
    of
    training
    and
    professional
    experience,
    in
    addition
    to
    the
    other
    requirements
    established
    by
    law.
    The
    Board
    acknowledged
    that
    the
    outcome
    of
    said
    audits
    is
    outlined
    in
    the
    Annual
    Report
    on
    Corporate
    Governance
    and
    Ownership
    Structures
    prepared
    for
    the
    year
    2017;
  • reviewed
    the
    annual
    report
    prepared
    by
    the
    Audit
    and
    Risk
    Committee
    and
    the
    Annual
    Report
    on
    Corporate
    Governance
    and
    Ownership
    Structures
    prepared
    by
    the
    Company,
    ensuring
    that

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

6 Report of the Board of Auditors

it
contains
the
information
required
by
article
123-‐bis
of
Legislative
Decree
58/98;

  • examined
    the
    text
    of
    the
    Remuneration
    Report
    prepared
    by
    the
    Company
    which
    was
    approved
    by
    the
    Board
    of
    Directors
    at
    its
    meeting
    of
    March
    20,
    2018,
    and
    verified
    that
    the
    same
    contains
    the
    information
    required
    by
    article
    123-‐ter of
    Legislative
    Decree
    58/98
    and
    article
    84-‐quater
    of
    the
    Issuers'
    Regulation;
  • verified
    that
    the
    information
    flows
    between
    the
    Parent
    Company
    and
    other
    companies
    of
    the
    A2A
    Group
    occurred
    and
    occur
    in
    a
    timely
    manner
    and
    that
    the
    provisions
    provided
    to
    subsidiaries
    pursuant
    to
    article
    114,
    paragraph
    2,
    of
    Legislative
    Decree
    58/98
    are
    adequate;
  • the
    Board
    of
    Statutory
    Auditors
    constantly
    collected
    information
    on
    the
    organizational
    structure
    of
    the
    Company
    and
    changes
    thereto,
    also
    conducting
    meetings
    with
    the
    related
    managers
    of
    the
    Company.
    In
    light
    of
    what
    has
    been
    verified,
    the
    Board
    of
    Statutory
    Auditors
    believes
    that
    the
    organizational
    structure
    of
    the
    Company,
    the
    procedures,
    expertise
    and
    responsibilities
    are
    adequate
    in
    relation
    to
    the
    size
    of
    the
    company
    and
    the
    type
    of
    activity
    performed;
  • ascertained,
    on
    the
    basis
    of
    verifications
    carried
    out
    and
    the
    information
    received
    by
    the
    Company,
    the
    existence
    of
    an
    adequate
    administrative
    and
    accounting
    system,
    its
    reliability
    in
    correctly
    representing
    management
    facts
    and
    the
    additional
    conditions
    required
    by
    article
    36
    of
    Consob
    Resolution
    no.
    16191/2007
    (now
    no.
    20249
    of
    December
    28,
    2017),
    relating
    to
    subsidiaries
    with
    significant
    relevance
    established
    and
    regulated
    under
    the
    laws
    of
    non-‐EU
    countries;
  • confirmed
    that
    it
    was
    not
    required
    to
    communicate
    to
    Consob
    and
    the
    management
    company
    of
    the
    market
    any
    circumstances
    involving
    non-‐compliance
    with
    the
    provisions
    of
    article
    36
    of

Consob
Resolution
no.
16191/2007
(now
no.
20249
of
December
28,
2017);

  • examined
    the
    documentation
    regulating
    financial,
    industrial
    and
    support
    intergroup
    transactions
    that
    can
    reasonably
    be
    considered
    compliant
    with
    the
    principles
    of
    good
    administration,
    compatible
    with
    the
    by-‐laws
    of
    the
    Company
    and
    consistent
    with
    the
    spirit
    of
    the
    law;
  • found
    that
    there
    were
    no
    atypical
    and/or
    unusual
    transactions
    as
    defined
    by
    Consob
    Communication
    DEM/6064293
    of
    July
    28,
    2006,
    intergroup
    or
    with
    third
    parties;
    this
    was
    confirmed
    by
    the
    indications
    of
    the
    Board
    of
    Directors,
    Independent
    Auditors
    and
    Director
    in
    charge
    of
    the
    Internal
    Control
    and
    Risk
    Management
    System;
  • found
    that
    the
    internal
    structures
    showed
    that
    from
    the
    analyses
    carried
    out
    on
    transactions
    conducted
    up
    to
    12/31/2017,
    there
    were
    no
    transactions
    with
    related
    parties
    to
    bring
    to
    the
    attention
    of
    the
    Audit
    and
    Risk
    Committee
    in
    its
    capacity
    as
    the
    Related
    Party
    Committee;
  • carried
    out
    the
    tasks
    entrusted
    to
    the
    Board
    of
    Auditors
    in
    light
    of
    the
    amendments
    introduced
    by
    article
    19,
    paragraph
    1
    of
    Legislative
    Decree
    39/2010,
    including
    supervision
    of
    the
    statutory
    audit
    of
    annual
    accounts
    and
    consolidated
    accounts
    and
    the
    independence
    of
    the
    statutory
    auditor
    or
    the
    independent
    auditors,
    in
    particular
    as
    regards
    the
    provision
    of
    non-‐audit
    services
    to
    the
    Company;
  • monitored, pursuant
    to
    art.
    19,
    paragraph
    1
    of
    Legislative
    Decree
    39/2010,
    the
    financial
    reporting
    process
    and
    effectiveness
    of
    internal
    control,
    internal
    audit
    and
    risk
    management
    systems
    and
    informed
    the
    Board
    of
    Directors
    on
    the
    outcome
    of
    the
    statutory
    audit;
  • met
    regularly
    with
    the
    independent
    auditors:

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

6 Report of the Board of Auditors

  • a) to
    exchange
    information
    on
    the
    verifications
    carried
    out
    by
    the
    latter
    pursuant
    to
    Legislative
    Decree
    39/2010
    and
    article
    150,
    paragraph
    3
    of
    Legislative
    Decree
    58/98
    on
    the
    regular
    accounting
    and
    correct
    reporting
    of
    events
    in
    the
    accounting
    records.
    During
    these
    meetings,
    there
    were
    no
    reports
    of
    problems
    or
    abnormalities;
  • b) for
    the
    examination
    and
    evaluation
    of
    the
    preparation
    process,
    including
    the
    evaluation
    of
    the
    correct
    application
    of
    accounting
    standards
    and
    homogeneity
    of
    the
    same,
    the
    Half-‐Year
    Report
    of
    the
    A2A
    Group
    at
    June
    30,
    2017
    and
    the
    Annual
    Report
    of
    the
    A2A
    Group
    at
    December
    31,
    2017,
    as
    well
    as
    the
    outcomes
    of
    the
    audit
    and
    evaluation
    of
    this
    document;
  • on
    March
    27,
    2018,
    it
    received
    from
    the
    Independent
    Auditors,
    the
    unqualified
    reports
    in
    accordance
    with
    article
    14
    of
    Legislative
    Decree
    39/2010,
    respectively,
    for
    the
    annual
    financial
    statements
    and
    the
    consolidated
    financial
    statements
    at
    December
    31,
    2017,
    prepared
    in
    accordance
    with
    International
    Financial
    Reporting
    Standards
    -‐
    IFRS
    -‐
    adopted
    by
    the
    EU.
    Said
    reports
    show
    that:
    (i)
    the
    consolidated
    non-‐financial
    statement
    was
    prepared
    by
    the
    Directors;
    (ii)
    the
    annual
    financial
    statements
    and
    the
    consolidated
    financial
    statements
    of
    A2A
    S.p.A.
    provide
    a
    true
    and
    fair
    view
    of
    the
    financial
    position
    of
    A2A
    S.p.A.
    and
    the
    A2A
    Group
    at
    December
    31,
    2017,
    of
    the
    financial
    performance
    and
    cash
    flows
    for
    the
    year
    ended
    on
    that
    date.
    With
    reference
    to
    the
    annual
    financial
    statements
    and
    consolidated
    financial
    statements,
    the
    Independent
    Auditors
    stated
    that
    the
    Report
    on
    Operations
    and
    the
    Report
    on
    Corporate
    Governance
    and
    Ownership
    Structures,
    with
    reference
    to
    the
    information
    indicated
    in
    art.
    123-‐ bis,
    paragraph
    4,
    of
    Legislative
    Decree
    February
    24,
    1998,
    no.
    58,
    are
    consistent
    with
    the
    financial
    statements
    and
    prepared
    in
    accordance
    with
    the
    law.
    With
    regard
    to
    any
    significant

errors
in
the
Report
on
Operations,
EY,
pursuant
to
art.
14
paragraph
2
letter
e)
of
Legislative
Decree
39/2010,
stated
that
it
had
nothing
to
report
based
on
the
knowledge
and
understanding
of
the
Company
and
the
relative
context
acquired
during
the
audit;

  • received
    on
    March
    27,
    2017
    from
    EY,
    pursuant
    to
    article
    11
    of
    EU
    regulation
    no.
    537/2014,
    the
    additional
    report
    for
    internal
    control
    and
    audit
    committee,
    illustrating
    also the
    key
    issues
    arising
    from
    the
    statutory
    audit
    and
    any
    significant
    weaknesses
    identified
    in
    the
    internal
    control
    system
    in
    relation
    to
    the
    financial
    reporting
    process,
    in
    which
    no
    significant
    weaknesses
    were
    identified;
  • annexed
    to
    the
    additional
    report,
    EY
    presented
    the
    statement
    related
    to
    independence,
    as
    required
    by
    article
    6
    of
    Regulation
    (EU)
    no.
    537/2014,
    from
    which
    no
    situations
    emerge
    that
    could
    affect
    the
    independence
    thereof;
  • discussed
    with
    EY
    any
    risks
    related
    to
    the
    independence
    of
    the
    same
    and
    the
    measures
    taken
    by
    it
    to
    limit
    these
    risks;
  • verified
    the
    non-‐audit
    services
    provided
    to
    the
    Company
    by
    the
    independent
    auditors
    as
    well
    as
    by
    entities
    belonging
    to
    the
    network
    of
    the
    same.
    In
    this
    regard,
    we
    report
    that,
    in
    2017,
    we
    had
    no
    evidence
    of
    the
    assignment
    of
    tasks
    other
    than
    the
    statutory
    audit
    of
    annual
    and
    consolidated
    accounts
    to
    EY
    S.p.A.
    (or
    to
    entities/persons
    belonging
    to
    their
    networks),
    with
    the
    sole
    exception
    of
    the
    following
    appointments
    conferred
    with
    the
    approval
    of
    the
    Board
    of
    Auditors:

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

6 Report of the Board of Auditors

Group company Description of activities Fees
to which the (Euro)
service was
provided
A2A S.p.A. Attestation activities related to the 25,000.00
updating of the EMTN program
A2A Energiefuture Request for reinstatement of 2016 1,000.00
S.p.A. costs San Filippo del Mela -­‐ Essential
plants resolution AEEG 111/06
Retragas S.r.l. Certification
of
revenues
and
1,000.00
investments and disposals relating to
2016.
Resolution
514/2013/R/GAS
(RTTG 2014 -­‐ 2017)
A2A Energia S.p.A. Verification of functionality of tool for 50,000.00
estimating
accruals
for
monthly
closures
A2A S.p.A. Compensation Art Bonus, IRAP and 21,315.00, of which:
A2A Gencogas Robin Tax credits -­‐ conformity review
S.p.A. A2A S.p.A.
3,045.00 euro (UNICO
Aprica S.p.A. Form Tax Declaration)
A2A Energia S.p.A. A2A S.p.A. 3,045.00 euro (CNM Form
Unareti S.p.A. Tax Declaration)
A2A S.p.A.
3,045.00
euro
(IRAP
credit transferred to consolidated)
A2A Gencogas S.p.A.
3,045.00
euro
(IRAP
credit
transferred
to
consolidated)
Aprica S.p.A.
3,045.00
euro
(IRAP
credit transferred to consolidated)
A2A Energia S.p.A.
3,045.00
euro
(Robin Tax credit compensated with
IRAP debt)
Unareti S.p.A.
3,045.00
euro
(Robin
Tax credit compensated with IRAP debt)
A2A S.p.A. Attestation activities related to the 25,000.00
updating of the EMTN program
  • the
    Company
    drafted
    the
    summary
    sheets
    of
    the
    control
    activities
    carried
    out
    by
    the
    Board
    of
    Statutory
    Auditors
    in
    2017
    according
    to
    as
    provided
    in
    Consob
    Communication
    no.
    1025564
    of
    April
    6,

It
is
also
specified
that
the
Auditors:

  • communicated
    any
    offices
    held
    as
    members
    of
    the
    Board
    of
    Directors
    or
    the
    Board
    of
    Auditors
    – in
    companies
    other
    than
    A2A
    S.p.A.;
  • have
    expressed
    to
    be
    in
    favour,
    according
    to
    art.
    2389,
    paragraph
    3
    of
    the
    Civil
    Code,
    of
    the
    remuneration
    of
    directors
    with
    special
    offices.
  • have
    issued
    a
    reasoned
    proposal
    for
    the
    integration
    of
    the
    fee
    due
    to
    the
    company
    in
    charge
    of
    the
    statutory
    audit.

No
complaints
were
received
pursuant
to
art.
2408
Civil
Code
nor
reports
of
any
kind
by
third
parties.

In
the
course
of
the
supervisory
activity,
no
significant
omissions
or
reprehensible
facts
or
irregularities
whatsoever
were
identified.

In
this
regard,
it
is
noted
that,
on
September
26,
2017,
the
Board
of
Statutory
Auditors,
to
the
extent
of
its
responsibility,
responded
to
the
requests
made
by
CONSOB
September
20,
2017
to
the
Company
and
to
the
Board
of
Statutory
Auditors,
pursuant
to
article
115,
paragraph
1,
of
Legislative
Decree
no.
58/1998,
with
reference
to
the
verification
activity
carried
out
on
the
possession
of
the
requisites
of
independence,
integrity
and
professionalism,
as
per
article
148,
paragraphs
3
and
4,
of
the
CFA,
by
the
statutory
and
alternate
members
of
the
control
body,
and
to
the
request
for
a
copy
of
the
minutes
of
the
meetings
of
the
Board
of
Directors
and
the
Board
of
Statutory
Auditors,
during
which
the
aforementioned
verification
activities
were
carried
out,
and
any
other
useful
documentation.

Finally,
the
Board
of
Auditors:

  • met
    with
    the
    Board
    of
    Auditors
    of
    the
    subsidiaries
    Linea
    Group
    Holding
    S.p.A.,
    Linea
    Ambiente

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

6 Report of the Board of Auditors

S.r.l.,
A2A
Ambiente
S.p.A.
and
A2A
Energia
S.p.A.
to
verify,
among
other
things,
the
status
of
implementation
by
said
Companies
of
the
directives
issued
by
the
parent.
The
Board
noted
that
the
subsidiaries
were
in
line
with
the
directives
received.
The
meeting
allowed
for
an
exchange
of
information
regarding,
among
other
things,
the
functioning
of
corporate
activity,
the
characteristics
of
the
internal
control
system,
the
business
organization
of
the
subsidiaries,
the
composition
and
activities
of
the
Supervisory
Body,
the
Committees, Internal
Audit function and
the
changes
in
the
organizational
structure
of
the
Company
during
the
year
2017;

  • received
    from
    the
    Board
    of
    Directors
    the
    draft
    financial
    statements
    for
    the
    year
    2017
    and
    the
    report
    on
    operations
    of
    A2A
    S.p.A.
    as
    well
    as
    the
    consolidated
    financial
    statements
    2017
    of
    the
    A2A
    Group
    and
    the
    consolidated
    non-‐financial
    statement
    pursuant
    to
    Legislative
    Decree
    no.
    254/2016
    under
    the
    agreed
    terms;
  • ascertained
    that
    the
    Directors,
    in
    compliance
    with
    the
    provisions
    of
    CONSOB,
    correctly
    outlined
    in
    the
    report
    on
    operations
    the
    transactions
    with
    Group
    companies
    and
    related
    parties;
  • noted
    that,
    following
    the
    favourable
    opinion
    issued
    by
    the
    Audit
    and
    Risks
    Committee,
    in
    accordance
    with
    the
    recommendations
    made
    by
    the
    European
    Securities
    and
    Markets
    Authority
    ("ESMA")
    on
    January
    21,
    2013,
    the
    joint
    document
    Bank
    of
    Italy/Consob/ISVAP
    no.
    4
    of
    March
    3,
    2010
    and
    Consob
    Communication
    no.
    3907
    of
    January
    19,
    2015,
    the
    Board
    of
    Directors
    autonomously
    and
    prior
    to
    the
    approval
    of
    the
    annual
    financial
    statements,
    approved
    the
    impairment
    test
    procedures
    applied
    by
    the
    Company
    in
    preparing
    the
    financial
    statements
    at
    December
    31,
    2017
    and
    to
    be
    applied
    to
    the
    annual
    financial
    statements
    of
    the
    companies
    of
    the
    A2A
    Group.

Providing
the
foregoing
and
to
the
extent
of
our
expertise,
we:

  • verified
    compliance
    with
    the
    law
    and
    the
    by-‐laws
    and
    the
    standards
    by
    which
    proper administration
    shall
    be
    uniformed;
  • monitored
    observance
    of
    information
    obligations
    regarding
    privileged
    information;
  • verified
    the
    adequacy
    of
    the
    Company's
    organizational
    structure,
    the
    internal
    control
    system
    and
    the
    administration
    and
    accounting
    system,
    in
    their
    actual
    functioning;
  • verified
    compliance
    with
    the
    laws
    governing
    the
    preparation
    and
    format
    of
    the
    Statutory
    Financial
    Statements
    of
    the
    Company
    and
    the
    Consolidated
    Financial
    Statements
    of
    the
    Group
    and
    the
    reports
    on
    operations
    regarding
    2017,
    as
    well
    as
    the
    consolidated
    non-‐financial
    statement
    pursuant
    to
    Legislative
    Decree
    no.
    254/2016,
    also
    through
    direct
    verifications
    and
    information
    obtained
    by
    the
    independent
    auditors;
  • verified
    that,
    in
    accordance
    with
    Regulation
    (EC)
    no.
    1606/2002
    and
    Legislative
    Decree
    no.
    38/2005,
    the
    financial
    statements
    of
    A2A
    S.p.A.
    and
    the
    consolidated
    financial
    statements
    of
    the
    A2A
    Group
    at
    December
    31,
    2017
    are
    prepared
    in
    accordance
    with
    IAS/IFRS
    international
    accounting
    standards
    approved
    by
    the
    European
    Commission,
    supplemented
    by
    the
    related
    interpretations
    issued
    by
    the
    International
    Accounting
    Standards
    Board
    (IASB);
  • supervised
    compliance
    with
    the
    procedure
    for
    the
    preparation
    and
    presentation
    of
    the
    annual
    financial
    statements
    to
    the
    Shareholders'
    Meeting;
  • participated
    in
    the
    meetings
    of
    the
    Related
    Party
    Committee
    and
    monitored
    compliance
    of
    the
    Procedure
    for
    Transactions
    with
    Related
    Parties,
    prepared
    by
    the
    Company
    pursuant
    to
    Consob
    Regulation
    17221
    of
    March
    12,
    2010,
    adapted
    following
    the
    adoption
    of
    the "traditional" governance
    on
    June
    22,
    2015
    and
    submitted
    for
    periodic
    review
    by
    the
    Board
    of

Overview of performance, financial conditions and net debt

1 Financial statements

2 Financial statements pursuant to Consob Resolution no. 17221 of March 12, 2010

3 Notes

4 Attachments

5 Independent Auditors' Report

6 Report of the Board of Auditors

Directors
on
June
20,
2016;

  • verified
    the
    adequacy
    of
    the
    provisions
    provided
    by
    the
    Company
    to
    subsidiaries;
  • ascertained
    that,
    during
    the
    supervision
    activities
    described
    above,
    no
    reprehensible
    facts,
    omissions,
    or
    irregularities
    arose
    that
    require
    reporting
    to
    the
    competent
    bodies.

In
view
of
the
above,
we
kindly
request
that
you
approve
the
financial
statements
at
December
31,
2017
presented
by
the
Board
of
Directors
along
with
the
report
on
operations
and
the
proposed
allocation
of
the
result
for
the
year.

Milan,
March
27,
2018

THE
BOARD
OF
STATUTORY
AUDITORS

(Signed Giacinto Sarubbi) -­‐ Chairman
(Signed Maurizio Leonardo Lombardi) -­‐ Statutory Auditor
(Signed Chiara Segala) -­‐ Statutory Auditor

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