Annual Report • Apr 9, 2018
Annual Report
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Annual Report 2017
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| 1. | Introduction 7 |
|---|---|
| Statement to shareholders 9 | |
| Consolidated financial highlights 12 | |
| The Atlantia Group 13 | |
| Ownership structure 16 | |
| Atlantia's share price 17 | |
| Financial profile and credit ratings 18 | |
| Corporate bodies 19 | |
| 2. | Report on Operations 23 |
| Alternative performance indicators 24 | |
| Group financial review 26 | |
| Financial review for Atlantia SpA 57 | |
| Key performance indicators by operating segment 75 | |
| Segment information for Group companies 78 | |
| Italian motorways 80 | |
| Overseas motorways 86 | |
| Italian airports 90 | |
| Overseas airports 94 | |
| Other activities 95 | |
| Innovation, research and development97 | |
| Workforce 99 | |
| Corporate governance 106 | |
| Sustainability 108 | |
| Related party transactions 111 | |
| Significant regulatory aspects112 | |
| Other information 120 | |
| Events after 31 December 2017 125 | |
| Outlook and risks or uncertainties 126 | |
| Proposed appropriation of profit for the year for Atlantia SpA's Annual General Meeting127 | |
| 3. | Consolidated financial statements as at and for the year ended 31 December 2017: consolidated |
| financial statements and notes 129 | |
| 4. | Separate financial statements as at and for the year ended 31 December 2017: financial |
| statements and notes 249 | |
| 5. | Reports 329 |
| 6. | Key indicators extracted from the financial statements of subsidiaries, associates and joint |
| ventures, as defined by paragraphs 3 and 4 of art. 2429 of the Italian Civil Code 357 |

Relazione Finanziaria Annuale 2013 5
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Fabio Cerchiai Chairman

Giovanni Castellucci Chief Executive Officer
2017 marked a particularly important year for the Atlantia Group's growth: in terms of both the results achieved and the major strategic represented by the launch of our takeover bid for Abertis.
The annual results, which provide confirmation of the strength of the Group businesses, include the full-year contribution of Aéroports de la Côte d'Azur from 2017.
Traffic using our motorway networks rose in both Italy, driven by the positive performance of freight traffic, and overseas, with Brazil finally seeing a recovery in demand for road transport.
Atlantia's airports handled over 60 million passengers in 2017. Domestic traffic at Aeroporti di Roma's airports was impacted by the situation at Alitalia, which is currently in administration, whilst Non-EU passenger traffic was up 6% in 2017, partly thanks to new routes opened up during the year. This was accompanied by growth in non-aviation revenue at Fiumicino, following the opening of the new retail plaza in the departure area for Non-EU flights. Thanks to the improvements made, Fiumicino airport is today one of the highest ranked airports in Europe for the quality of service provided to
passengers.
Consolidated revenue is just below €6 billion for 2017, whilst EBITDA amounts to almost €3.7 billion, marking a like-for-like growth of 6% compared with 2016. The Group's financial ratios have also improved: at the end of 2017, the ratio of net debt to EBITDA has fallen further to 2.6x (on a reported basis). These results have enabled us to maintain a strong earnings performance, with dividends up 26% compared with the previous year, within the constraints imposed by our prudent approach to ensuring financial stability.
Changes to sources of finance
We have large cash reserves to fund our infrastructure investment programmes. During the year, we further extended the average duration of our borrowings and cut the cost of debt, partly thanks to favourable market conditions.
Upgrading our infrastructure
Modern and efficient airports and motorways require ongoing upgrades if they are to meet the needs of the customers who use them. This means a large-scale investment. Atlantia expects to invest over €10 billion in our Italian motorway network in the coming years in order to eliminate major bottlenecks. This sum is in addition to the more than €11 billion already invested and the further €10 billion earmarked for investment in the expansion of Fiumicino airport. On the one hand, we are looking to improve traffic flow on the most congested sections of the motorway network, or on those that will soon be so, as in the case of the Genoa Bypass. In September of last year, the Grantor approved the Final Design for this project, the so-called "Gronda di Ponente", and work on the executive design is now in progress, paving the way for modernisation of one of the country's key logistics hubs. On the other hand, we aim to respond to the progressive increase in airport traffic, ensuring that Fiumicino airport and the country as a whole are better connected to the rest of the world.
Our people
We remain committed to developing and leveraging the skills of our workforce. We employ a growing number of people in Italy, reflecting the expansion of our operations and further efforts to insource certain activities, including call centres, maintenance of the motorway network and cleaning of the terminal buildings at Fiumicino and Ciampino.
Payment systems Telepass, originally set up as an electronic payment system for paying motorway tolls, effectively became a new payment system for transport services in 2017. The launch of Telepass Pay in 2017 marks the launch of a plan to offer fast, innovative payment solutions capable of making daily travel easier.
Medium-term strategies and objectives In July, we completed the sale of an 11.94% stake in Autostrade per l'Italia, a transaction that establishes a solid partnership with a number of high-calibre investors and has enabled us to raise funds to be reinvested in our international expansion.
At the beginning of March 2018, Atlantia acquired a stake in Getlink, the company that operates the undersea link between France and the United Kingdom, becoming the majority shareholder.
Finally, on 14 March 2018, we reached agreement with ACS and Hochtief for a joint investment in Abertis, giving rise to a global leader in the operation of transport infrastructure under concession. If the tender offer is successful, Atlantia will be in charge of a portfolio of diversified assets in 15 countries, including 14,000 km of motorway and 60 million passengers using the airports of Rome and Nice. Moreover, the partnership with Hochtief will open the door to potential expansion into fast-growing countries in which Atlantia does not yet have a presence, such as the USA, Canada, Australia and Germany. The transaction will enable us to achieve our aim of diversifying the Group's activities at global level, reducing our exposure to our home market and to a single asset.
Our cash generation and investment capabilities, together with our worldbeating integrated expertise, make the Group a unique player, able to take a leading role in providing an ever better response to the needs of government bodies and customers in the countries in which we operate.
Fabio Cerchiai Giovanni Castellucci Chairman Chief Executive Officer
| €M | 2017 | 2016 |
|---|---|---|
| Operating revenue | 5,973 | 5,484 |
| Toll revenue | 4,195 | 4,009 |
| Aviation revenue | 799 | 636 |
| Other operating income and contract revenue | 979 | 839 |
| Gross operating profit (EBITDA) | 3,664 | 3,378 |
| Adjusted gross operating profit (EBITDA) | 3,762 | 3,469 |
| Operating profit (EBIT) | 2,578 | 2,315 |
| Profit/(Loss) befoe tax from continuing operations | 2,065 | 1,776 |
| Profit for the year | 1,432 | 1,238 |
| Profit attributable to owners of the parent | 1,172 | 1,122 |
| Operating cash flow | 2,540 | 2,400 |
| Adjusted operating cash flow | 2,586 | 2,439 |
| Capital expenditure | 1,050 | 1,422 |
| €M | 31 December 2017 | 31 December 2016 |
|---|---|---|
| Equity(a) | 11,763 | 9,923 |
| Equity attributable to owners of the parent | 8,772 | 7,224 |
| Net debt | 9,496 | 11,677 |
| Adjusted net debt | 10,577 | 12,823 |
(a) The amount for equity is different from the published amount as at 31 December 2016, following recognition of the impact of completion of the identification and fair value measurement of the assets acquired and liabilities assumed as a result of the acquisition of Aéroports de la Côte d'Azur, completed at the end of 2016.

(*) The amounts shown in the table have been extracted from the reclassified consolidated financial statements included in the "Group financial review", which also includes a reconciliation of the reclassified financial statements and the statutory financial statements that make up the "Consolidated financial statements". Some of the amounts shown in the table refer to alternative performance indicators, definitions of which are provided in a specific section of the Report on Operations.
GROUP STRUCTURE (*)

(*) The above chart shows the structure of operating segments and the principal Atlantia Group companies. The Atlantia Group's investments as at 31 December 2016 are described in detail in the Annex to the consolidated financial statements.
(1) Azzurra Aeroporti is owned by Atlantia (62.5%), EDF Invest (25%) and the Principality of Monaco (12.5%).
| THE GROUP AROUND THE WORLD | PERCENTAGE INTEREST |
KM | CONCESSION EXPIRY |
||
|---|---|---|---|---|---|
| Italian motorways | |||||
| Autostrade per l'Italia (1) | 88.06% | 2,855 | 2038 |
Total Italy 3,020





India

Poland

| Stalexport Autostrady | 61.20% | ||
|---|---|---|---|
| Stalexport Autostrada Malopolska | 100% | 61 | 2027 |
Pune-Solapur Expressway (5) 50% 110 2030
| AB Concessões | 50% + 1 share | ||
|---|---|---|---|
| Rodovias das Colinas | 100% | 307 | 2028 |
| Concessionária da Rodovia MG050 | 100% | 372 | 2032 |
| Triangulo do Sol Auto Estradas | 100% | 442 | 2021 |
| Concessionária Rodovias do Tietê (5) | 50% | 417 | 2039 |
| Total Brazil | 1,538 |
Società Italiana per il Traforo del Monte Bianco 51.00% 6 2050 Raccordo Autostradale Valle d'Aosta (2) 47.97% 32 2032 Tangenziale di Napoli 100% 20 2037 Autostrade Meridionali (3) 58.98% 52 2012 Autostrada Tirrenica (4) 99.99% 55 2038
| 50.01% | ||
|---|---|---|
| 100% | 43 | 2033 |
| 100% | 10 | 2020 |
| 100% | 81 | 2031 |
| 100% | 22 | 2044 |
| 100% | 24 | 2032 |
| 100% | 135 | 2023 |
| 313 | ||
| PERCENTAGE INTEREST |
AIRPORTS | CONCESSION EXPIRY |
||
|---|---|---|---|---|
| Italian airports | ||||
| Aeroporti di Roma | 99.38% | 2 | 2044 | |
| Overseas airports | ||||
| Azzurra Aeroporti | 62.5% (8) | |||
| Aéroports de la Côte D'Azur | 64% | 3 | 2044 |
PERCENTAGE INTEREST

Italy
| Telepass | 100% | 24,100 (9) | Electronic tolling systems |
|---|---|---|---|
| Spea Engineering | 100% | - | Motorway and airport infrastructure engineering services |
| Pavimental | 99.40% | - | Motorway and airport infrastructure construction and maintenance |
NETWORK
(KM) SECTOR OF ACTIVITY
USA
| Electronic Transaction Consultants | 64.46% | 1,132 | Electronic tolling systems |
|---|---|---|---|
| ------------------------------------ | -------- | ------- | ---------------------------- |

(1) Source: CONSOB data as at 31 December 2017.

Source: Nasdaq data as at 31 December 2017. (1) Includes retail investors.


| 2017 | 2016 | 2017 | 2016 | ||
|---|---|---|---|---|---|
| Issued capital (at 31 December) (€) | 825,783,990 825,783,990 | Dividend yield (1) | 4.6% | 4.4% | |
| Number of shares | 825,783,990 825,783,990 | Year-end price (€) | 26.32 | 22.26 | |
| Market capitalisation (€m) (1) | 21,735 | 18,382 | High (€) | 28.31 | 24.65 |
| Earnings per share (€) (2) | 1.42 | 1.37 | Low (€) | 20.96 | 19.59 |
| Operating cash flow per share (€) | 3.11 | 2.93 | Share price / Earnings per share (P/E) (1) | 18.54 | 16.28 |
| Dividend per share (€) | 1.22 | 0.97 | Share price / Cash flow per share (1) | 8.5 | 7.6 |
| Interim (€) | 0.57 | 0.44 | Market to book value (1) | 1.8 | 1.8 |
| Final (€) | 0.65 | 0.53 | Atlantia as % of FTSE Italia All Share index (1) | 0.44% | 3.71% |
| Dividend/Cash flow per share (%) | 39% | 33% | Atlantia as % of FTSE/Mib index (1) | 0.93% | 4.26% |
(1) Figures based on the closing price at the end of the year.
(2) Calculated on the basis of the number of shares at the end of the year, after deducting treasury shares.
STRUCTURE OF ATLANTIA'S DEBT (€m as at 31 December 2017)
| Atlantia | Autostrade per l'Italia | Aeroporti di Roma | ||
|---|---|---|---|---|
| EMTN Programme (€10bn) |
EMTN Programme (€7.0bn) (1) |
EMTN Programme (€1.5bn) |
||
| Fitch Ratings | BBB+/Negative Rating Watch | A-/Negative Rating Watch | BBB+/ Stable | |
| Moody's | Baa2/Negative | Baa1/ Negative | Baa1/ Negative | |
| Standard & Poor's | BBB (2) | BBB+ | BBB+ |
(1) Autostrade per l'Italia replaced Atlantia as the issuer of bonds originally issued between 2004 and 2014 under Atlantia's previous EMTN Programme. These bonds have the same ratings as Autostrade per l'Italia's €7bn programme.
(2) The Atlantia Group's rating assigned by Standard & Poor's is 'BBB+'/Negative.

| Board of Directors | Chairman | Fabio Cerchiai | |
|---|---|---|---|
| in office for the period 2016-2018 | Chief Executive Officer | Giovanni Castellucci | |
| Directors | Carla Angela (independent) Gilberto Benetton Carlo Bertazzo Bernardo Bertoldi (independent) Gianni Coda (independent) Elisabetta De Bernardi di Valserra Massimo Lapucci (independent) Giuliano Mari (independent) Valentina Martinelli Marco Patuano(1) Lucy P. Marcus (independent) Monica Mondardini (independent) Lynda Tyler-Cagni (independent) |
||
| Secretary | Stefano Cusmai | ||
| Internal Control, Risk and Corporate Governance Committee |
Chairman Members |
Giuliano Mari (independent) Carla Angela (independent) Bernardo Bertoldi (independent) |
|
| Committee of Independent Directors with responsibility for Related Party Transactions |
Chairman Members |
Giuliano Mari independent) ( Bernardo Bertoldi (independent) Lynda Tyler-Cagni (independent) |
(1) Marco Patuano was co-opted on to the Board of Directors at its meeting of 20 January 2017, to replace Gianni Mion who resigned with effect from 31 December 2016.
| Human Resources and Remuneration Committee |
Chairwoman Members |
Lynda Tyler-Cagni (independent) Carlo Bertazzo Gianni Coda (independent) Massimo Lapucci (independent) Monica Mondardini (independent) |
|---|---|---|
| Board of Statutory Auditors in office for the period 2015-2017 |
Chairman Auditors |
Corrado Gatti Alberto De Nigro Lelio Fornabaio Silvia Olivotto Livia Salvini |
| Alternate Auditors | Laura Castaldi Giuseppe Cerati |
Independent Auditors for the period 2012-2020
Deloitte & Touche SpA
Corporate bodies
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Relazione Finanziaria Annuale 2013 7
In application of the CONSOB Ruling of 3 December 2015, governing implementation in Italy of the guidelines for alternative performance indicators ("APIs") issued by the European Securities and Markets Authority (ESMA), the basis used in preparing the APIs published by the Atlantia Group is described below.
The APIs shown in this release are deemed relevant to an assessment of the operating performance based on the overall results of the Group as a whole and the results of its operating segments and of individual consolidated companies. In addition, the APIs provide an improved basis for comparison of the results over time, even if they are not a replacement for or an alternative to the results published in accordance with international financial reporting standards (IFRS) described in section 3, "Consolidated financial statements as at 31 December 2017" (also "reported amounts").
With regard to the APIs, Atlantia presents reclassified financial statements, for both the Group and the Parent Company, in the "Group financial review" and the "Financial review for Atlantia SpA". These statements are different from those required under IFRS, included in the consolidated financial statements and the separate financial statements as at 31 December 2017 (the statutory financial statements). In addition to amounts from the income statement and statement of financial position prepared under IFRS, these reclassified financial statements present a number of indicators and items derived from them, even when they are not required by the above standards and are, therefore, identifiable as APIs. In this regard, the "Reconciliation of the reclassified and statutory financial statements", included in the "Group financial review" and the "Financial review for Atlantia SpA", presents the reconciliation of the reclassified financial statements with the corresponding statutory financial statements, included in the same section.
A list of the APIs used in this Annual Report, together with a brief description and their reconciliation with reported amounts, is provided below:

equipment, in assets held under concession and in other intangible assets, excluding investments in investees;
f) "Operating cash flow", being the indicator of cash generated by or used in operating activities. Operating cash flow is calculated as profit for the period + amortisation/depreciation +/ impairments/reversals of impairments of assets +/- provisions/releases of provisions + other adjustments + financial expenses from discounting of provisions +/- share of profit/(loss) of investees accounted for using equity method +/- (losses)/gains on sale of assets +/- other non-cash items +/ portion of net deferred tax assets/liabilities recognised in profit or loss.
A number of APIs, calculated as above, are also presented after applying certain adjustments in order to provide a consistent basis for comparison over time or in application of a different financial statement presentation deemed to be more effective in describing the financial performance of specific activities of the Group. These adjustments to the AIPs fall within the following three categories:
The financial review contained in this section includes and analyses the Atlantia Group's reclassified consolidated income statement, the statement of comprehensive income, the statement of changes in equity and the statement of changes in net debt for the year ended 31 December 2017, in which amounts are compared with those of the previous year. The review also includes and analyses the reclassified statement of financial position as at 31 December 2017, compared with comparative amounts as at 31 December 2016, and the reconciliation of Atlantia's equity and profit for 2017 with the Atlantia Group's corresponding consolidated amounts.
The accounting standards applied during preparation of the consolidated accounts for 2017 are consistent with those adopted for the consolidated financial statements for the year ended 31 December 2016, in that the amendments to existing standards that came into effect in 2017 have not had any impact on the accounts.
The Group's scope of consolidation as at 31 December 2017 is unchanged with respect to 31 December 2016. However, amounts for 2017 include the contribution of Aéroports de la Côte d'Azur ("ACA") and its subsidiaries following completion of the French company's acquisition at the end of 2016 through the acquisition vehicle, Azzurra Aeroporti. In this regard, during 2017, the process of identifying the fair values of the ACA group's assets and liabilities was completed. As a result, certain amounts in the statement of financial position for 2016 have been restated and therefore differ from the information published in the Atlantia Group's Annual Report for the year ended 31 December 2016.
Furthermore, whilst not modifying the scope of consolidation, the following should be noted:
relation to which Atlantia incurred expenses in 2017, as noted in the section, "Like-for-like financial indicators". Further information on the transaction is provided in the section, "Other Information" in the Report on Operations.
The Group did not enter into non-recurring, atypical or unusual transactions, either with third or related parties, having a material impact on the consolidated accounts in either of the comparative periods.
Finally, the reconciliation of the reclassified financial statements included and analysed in this section with the corresponding consolidated financial statements on a reported basis is provided in the section "Reconciliation of the reclassified and statutory financial statements".
The following table shows the reconciliation of like-for-like consolidated amounts for gross operating profit (EBITDA), profit for the year, profit for the year attributable to owners of the parent and operating cash flow for the comparative periods and the corresponding amounts presented in the reclassified consolidated income statement.
| Amounts for 2017 | Amounts for 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| €M | Note | GROSS OPERATIN G PROFIT (EBITDA) |
PROFIT FOR THE PERIOD |
PROFIT FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE PARENT |
OPERATIN G CASH FLOW |
GROSS OPERATIN G PROFIT (EBITDA) |
PROFIT FOR THE PERIOD |
PROFIT FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE PARENT |
OPERATIN G CASH FLOW |
| Reported amounts (A) | 3,664 | 1,432 | 1,172 | 2,540 | 3,378 | 1,238 | 1,122 | 2,400 | |
| Adjustment for non like-for-like items | |||||||||
| Change in scope of consolidation | (1) | 95 | 61 | 22 | 62 | -10 | -6 | -5 | -6 |
| Exchange rate movements | (2) | 20 | 7 | 4 | 13 | - | - | - | - |
| Charges pertaining to corporate transactions | (3) | -45 | -73 | -73 | -59 | - | - | - | - |
| Reversal of impairment losses on intangible assets | (4) | - | 57 | 12 | - | - | - | - | - |
| Change in discount rate applied to provisions | (5) | - | 24 | 20 | -2 | - | -62 | -59 | - |
| Partial buybacks and issuer substitution of bonds | (6) | - | -16 | -14 | -16 | - | -7 | -7 | 71 |
| Change in unconsolidated investments | (7) | - | 44 | 44 | -1 | - | 15 | 15 | - |
| Tax on transactions involved in Group restructuring | (8) | - | -46 | -46 | -46 | - | -16 | -16 | -16 |
| Change in tax rates (Italy, Chile) | (9) | - | - | - | - | - | 5 | 11 | -37 |
| Change in non-controlling interests | (10) | - | - | - | - | - | - | 43 | - |
| Sub-total (B) | 70 | 58 | -31 | -49 | -10 | -71 | -18 | 12 | |
| Like-for-like amounts (C) = (A)-(B) | 3,594 | 1,374 | 1,203 | 2,589 | 3,388 | 1,309 | 1,140 | 2,388 |
Notes:
The term "like-for-like basis", used in the description of certain consolidated financial indicators, indicates that amounts for the comparative periods have been determined by eliminating:

"Operating revenue" for 2017 amounts to €5,973 million, an increase of €489 million (9%) on 2016 (€5,484 million).
"Toll revenue" of €4,195 million is up €186 million (5%) compared with 2016 (€4,009 million). After adjusting for the impact of exchange rate movements, which in 2017 had a positive impact of €26 million, toll revenue is up €160 million, primarily as a result of the following:
"Aviation revenue" of €799 million is up €163 million (26%) compared with 2016 (€636 million), primarily reflecting the contribution of the Aéroports de la Côte d'Azur group (€159 million). The improvement also reflects the annual increases in airport fees applied with effect from 1 March by Aeroporti di Roma.
"Contract revenue" and "Other operating income", totalling €979 million, is up €140 million compared with 2016 (€839 million). This primarily reflects the contribution of the Aéroports de la Côte d'Azur group (€122 million), increased non-aviation revenue at Aeroporti di Roma, linked to the opening of the new retail plaza in Terminal 3 at Fiumicino at the end of 2016 and increased revenue at Telepass, partially offset by a reduction in insurance proceeds which, in 2016, were linked to the fire in Terminal 3 at Fiumicino.
| INCREASE/ (DECREASE) | ||||
|---|---|---|---|---|
| €M | 2017 | 2016 | ABSOLUTE | % |
| Toll revenue | 4,195 | 4,009 | 186 | 5 |
| Aviation revenue | 799 | 636 | 163 | 26 |
| Contract revenue | 32 | 54 | -22 | -41 |
| Other operating income | 947 | 785 | 162 | 21 |
| Total operating revenue | 5,973 | 5,484 | 489 | 9 |
| Cost of materials and external services (1) | -905 | -799 | -106 | 13 |
| Concession fees | -513 | -495 | -18 | 4 |
| Net staff costs | -891 | -812 | -79 | 10 |
| Total net operating costs | -2,309 | -2,106 | -203 | 10 |
| Gross operating profit (EBITDA) | 3,664 | 3,378 | 286 | 8 |
| Amortisation, depreciation, impairment losses and reversals of impairment losses |
-1,012 | -956 | -56 | 6 |
| Operating change in provisions and other adjustments | -74 | -107 | 33 | -31 |
| Operating profit (EBIT) | 2,578 | 2,315 | 263 | 11 |
| Financial income accounted for as an increase in financial assets deriving from concession rights and government grants |
73 | 67 | 6 | 9 |
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-42 | -65 | 23 | -35 |
| Other financial income/(expenses) | -538 | -539 | 1 | - |
| Capitalised financial expenses on intangible assets deriving from comcession rights |
4 | 5 | -1 | -20 |
| Share of profit/(loss) of investees accounted for using the equity method | -10 | -7 | -3 | 43 |
| Profit/(Loss) before tax from continuing operations | 2,065 | 1,776 | 289 | 16 |
| Income tax expense | -632 | -533 | -99 | 19 |
| Profit/(Loss) from continuing operations | 1,433 | 1,243 | 190 | 15 |
| Profit/(Loss) from discontinued operations | -1 | -5 | 4 | -80 |
| Profit for the year | 1,432 | 1,238 | 194 | 16 |
| (Profit)/Loss attributable to non-controlling interests | 260 | 116 | 144 | n.s. |
| (Profit)/Loss attributable to owners of the parent | 1,172 | 1,122 | 50 | 4 |
| 2017 | 2016 | INCREASE/ (DECREASE) |
|
|---|---|---|---|
| Basic earnings per share attributable to the owners of the parent (€) | 1.43 | 1.36 | 0.07 |
| of which: - from continuing operations |
1.43 | 1.37 | 0.06 |
| - from discontinued operations | - | -0.01 | 0.01 |
| Diluted earnings per share attributable to the owners of the parent (€) | 1.43 | 1.36 | 0.07 |
| of which: | |||
| - from continuing operations | 1.43 | 1.37 | 0.06 |
| - from discontinued operations | - | -0.01 | 0.01 |
(*) The reconciliation with the reported amounts in the consolidated income statement is provided in the section, "Reconciliation of the reclassified and statutory financial statements".
(1) Net of the margin recognised on construction services performed by the Group's in-house construction companies.
"Net operating costs" of €2,309 million are up €203 million (10%) on 2016 (€2,106 million).
The "Cost of materials and external services" amounts to €905 million, up €106 million compared with 2016 (€799 million). After adjusting for the impact of exchange rate movements, the increase is €102 million, primarily due to a combination of the following:
"Concession fees", totalling €513 million are up €18 million (4%) compared with 2016 (€495 million), primarily in relation to the increase in toll revenue at the Italian operators and the contribution from the ACA group.
"Net staff costs" amount to €891 million (€812 million in 2016), an increase of €79 million (10%). After adjusting for the impact of exchange rate movements, staff costs are up €77 million (9%) due to:
"Gross operating profit" (EBITDA) of €3,664 million is up €286 million (8%) compared with 2016 (€3,378 million). On a like-for-like basis, gross operating profit is up €206 million (6%).
"Amortisation and depreciation, impairment losses and reversals of impairment losses", totalling €1,012 million, is up €56 million compared with 2016 (€956 million), primarily reflecting the contribution of the ACA group and increased charges for amortisation and depreciation recognised by the Group's Italian and overseas motorway operators. These increases were partly offset by the partial reversal of impairment losses on intangible assets deriving from concession rights previously recognised by RAV (€79 million).
The "Operating change in provisions and other adjustments" shows an expense of €74 million, down €33 million on the figure for 2016 (an expense of €107 million). In particular, the greater amount of net provisions recognised for 2016 reflected a reduction in the interest rates used to discount the provisions to present value, at that time only partly offset by reversals of impairment losses on current assets.
"Operating profit" (EBIT) of €2,578 million is up €263 million (11%) compared with 2016 (€2,315 million).
"Financial income accounted for as an increase in financial assets deriving from concession rights and government grants", totalling €73 million, is up €6 million on the figure for 2016 (€67 million).
"Financial expenses from discounting of provisions for construction services required by contract and other provisions" amount to €42 million and are down €23 million compared with 2016 (€65 million), essentially reflecting a decline in the discount rates used in 2017 with respect to those used in 2016.
"Net other financial expenses" of €538 million are broadly in line with 2016 (€539 million). This reflects that fact that the following changes offset each other:
"Capitalised financial expenses" of €4 million are down €1 million compared with 2016 (€5 million).
The "Share of (profit)/loss of investees accounted for using the equity method" amounts to a loss of €10 million (€7 million in 2016). This reflects the Group's share of the profit or loss of its associates and joint ventures and any dividends paid by the same during the period.
"Income tax expense" totals €632 million, up €99 million compared with 2016 (€533 million). The increase is proportionately higher than the increase in profit before tax, primarily due to the increased tax expense (amounting to €46 million, compared with €16 million in 2016) resulting from the Group's restructuring.
"Profit from continuing operations" amounts to €1,433 million, marking an increase of €190 million compared with 2016 (€1,243 million).
"Profit for the year", amounting to €1,432 million, is up €194 million on 2016 (€1,238 million). On a like-for-like basis, profit for the year is up €65 million (5%).
"Profit for the period attributable to owners of the parent", amounting to €1,172 million, is up €50 million compared with 2016 (€1,122 million). On a like-for-like basis, profit for the period attributable to owners of the parent is up €63 million (6%).
"Profit attributable to non-controlling interests" amounts to €260 million, up €144 million on 2016 (€116 million), partly reflecting the acquisition of interests in Autostrade per l'Italia by non-controlling shareholders.
| €M | 2017 | 2016 | |
|---|---|---|---|
| Profit for the year | (A) | 1,432 | 1,238 |
| Fair value gains/(losses) on cash flow hedges | 80 | -46 | |
| Tax effect of fair value gains/(losses) on cash flow hedges | -19 | 17 | |
| Gains/(losses) from translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro |
-207 | 347 | |
| Gains/(Losses) from translation of investments accounted for using the equity method denominated in functional currencies other than the euro |
-2 | 4 | |
| Other comprehensive income/(loss) for the year reclassifiable to profit or loss |
(B) | -148 | 322 |
| Gains/(losses) from actuarial valuations of provisions for employee benefits | -2 | -3 | |
| Tax effect of gains/(losses) from actuarial valuations of provisions for employee benefits | - | 1 | |
| Other comprehensive income/(loss) for the year not reclassifiable to profit or loss |
(C) | -2 | -2 |
| Reclassifications of other components of comprehensive income to profit or loss for the year |
(D) | 21 | -3 |
| Tax effect of eclassifications of other components of comprehensive income to profit or loss for the year |
(E) | -5 | - |
| Total other comprehensive income/(loss) for the year | (F=B+C+D+E) | -134 | 317 |
| Comprehensive income for the year | (A+F) | 1,298 | 1,555 |
| Of which attributable to owners of the parent | 1,130 | 1,260 | |
| Of which attributable to non-controlling interests | 168 | 295 |
The "Other comprehensive loss for the year", after the related taxation, amounts to €134 million for 2017 (income of €317 million in 2016), primarily reflecting a combination of the following:
As at 31 December 2017, "Non-current non-financial assets" of €29,260 million are down €958 million on the figure for 31 December 2016 (€30,218 million).
"Property, plant and equipment" of €303 million is up €12 million compared with 31 December 2016 (€291 million), reflecting investment during the year, less depreciation.
"Intangible assets" total €27,424 million (€28,203 million as at 31 December 2016). These assets essentially relate to the Group's concession rights, amounting to €22,465 million (€23,245 million as at 31 December 2016), and goodwill (€4,383 million) recognised as at 31 December 2003, following acquisition of the majority shareholding in the former Autostrade – Concessioni e Costruzioni Autostrade SpA.
The reduction of €779 million in intangible assets is primarily due to the following:
e) partial reversal of impairment losses on intangible assets deriving from concession rights previously recognised by RAV (€79 million).
"Investments", totalling €267 million, are down €24 million compared with 31 December 2016 (€291 million). The reduction essentially reflects the sale of the investment in SAVE (a carrying amount of €176 million), completed in October 2017, and the share of the results (a loss of €10 million) of investees accounted for using the equity method, taking into account dividends paid by these companies during the period. These changes were partially offset by the acquisition, in September 2017, of a 29.38% interest in Aeroporto Guglielmo Marconi di Bologna, the company that holds the concession to operate Bologna airport, accounting for at a carrying amount of €165 million.
"Deferred tax assets" of €1,258 million are down €145 million on the figure as at 31 December 2016. This primarily reflects the release of deferred tax assets on the deductible portion of the goodwill recognised solely for tax purposes by Autostrade per l'Italia as a result of the contribution in 2003 (€99 million).
| €M | 31 December 2017 | 31 December 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Non-current non-financial assets | |||
| Property, plant and equipment | 303 | 291 | 12 |
| Intangible assets | 27,424 | 28,203 | -779 |
| Investments | 267 | 291 | -24 |
| Deferred tax assets | 1,258 | 1,403 | -145 |
| Other non-current assets | 8 | 30 | -22 |
| Total non-current non-financial assets (A) | 29,260 | 30,218 | -958 |
| Working capital | |||
| Trading assets | 1,798 | 1,672 | 126 |
| Current tax assets | 79 | 106 | -27 |
| Other current assets | 187 | 197 | -10 |
| Non-financial assets held for sale or related to discontinued operations | 5 | 4 | 1 |
| Current portion of provisions for construction services required by contract |
-427 | -531 | 104 |
| Current provisions | -380 | -446 | 66 |
| Trading liabilities | -1,583 | -1,651 | 68 |
| Current tax liabilities | -151 | -63 | -88 |
| Other current liabilities | -634 | -611 | -23 |
| Non-financial liabilities related to discontinued operations | -6 | -6 | - |
| Total working capital (B) | -1,112 | -1,329 | 217 |
| Gross invested capital (C=A+B) | 28,148 | 28,889 | -741 |
| Non-current non-financial liabilities | |||
| Non-current portion of provisions for construction services required by contract |
-2,961 | -3,270 | 309 |
| Non-current provisions | -1,566 | -1,576 | 10 |
| Deferred tax liabilities | -2,254 | -2,345 | 91 |
| Other non-current liabilities | -108 | -98 | -10 |
| Total non-current non-financial liabilities (D) | -6,889 | -7,289 | 400 |
| NET INVESTED CAPITAL (E=C+D) | 21,259 | 21,600 | -341 |
(*) The reconciliation with the reported amounts in the consolidated statement of financial position is provided in the section, "Reconciliation of the reclassified and statutory financial statements".
| €M | 31 December 2017 | 31 December 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Equity attributable to owners of the parent | 8,772 | 7,224 | 1,548 |
| Equity attributable to non-controlling interests | 2,991 | 2,699 | 292 |
| Total equity (F) | 11,763 | 9,923 | 1,840 |
| Net debt | |||
| Non-current net debt | |||
| Non-current financial liabilities | 15,970 | 14,832 | 1,138 |
| Bond issues | 11,362 | 10,176 | 1,186 |
| Medium/long-term borrowings | 4,012 | 4,002 | 10 |
| Non-current derivative liabilities | 566 | 631 | -65 |
| Other non-current financial liabilities | 30 | 23 | 7 |
| Non-current financial assets | -2,316 | -2,237 | -79 |
| Non-current financial assets deriving from concession rights | -964 | -931 | -33 |
| Non-current financial assets deriving from government grants | -250 | -265 | 15 |
| Non-current term deposits | -315 | -322 | 7 |
| Non-current derivative assets | -107 | -83 | -24 |
| Other non-current financial assets | -680 | -636 | -44 |
| Total non-current net debt (G) | 13,654 | 12,595 | 1,059 |
| Current net debt | |||
| Current financial liabilities | 2,254 | 3,249 | -995 |
| Bank overdrafts repayable on demand | 18 | 5 | 13 |
| Short-term borrowings | 430 | 1,859 | -1,429 |
| Current derivative liabilities | 14 | 26 | -12 |
| Current portion of medium/long-term borrowings | 1,718 | 1,346 | 372 |
| Other current financial liabilities | 74 | 13 | 61 |
| Cash and cash equivalents | -5,631 | -3,391 | -2,240 |
| Cash in hand | -4,840 | -2,788 | -2,052 |
| Cash equivalents | -784 | -595 | -189 |
| Cash and cash equivalents related to discontinued operations | -7 | -8 | 1 |
| Current financial assets | -781 | -776 | -5 |
| Current financial assets deriving from concession rights | -447 | -441 | -6 |
| Current financial assets deriving from government grants | -70 | -68 | -2 |
| Current term deposits | -179 | -194 | 15 |
| Current derivative assets | -1 | - | -1 |
| Current portion of other medium/long-term financial assets | -71 | -66 | -5 |
| Other current financial assets | -13 | -7 | -6 |
| Total current net debt (H) | -4,158 | -918 | -3,240 |
| Total net debt (I=G+H) (1) | 9,496 | 11,677 | -2,181 |
| NET DEBT AND EQUITY (L=F+I) | 21,259 | 21,600 | -341 |
(1) Net debt includes non-current financial assets, unlike the Group's financial position shown in the notes to the consolidated financial statements and prepared in compliance with the European Securities and Markets Authority (ESMA) Recommendation of 20 March 2013, which does not permit the deduction of non-current financial assets from debt.
"Working capital" reports a negative balance of €1,112 million, compared with a negative balance of €1,329 million as at 31 December 2016, marking an increase of €217 million. This primarily reflects a combination of the following:
"Non-current non-financial liabilities", totalling €6,889 million, are down €400 million on the figure for 31 December 2016 (€7,289 million). This is primarily due to the following:
As a result, "Net invested capital" totals €21,259 million (€21,600 million as at 31 December 2016).
"Equity attributable to owners of the parent and non-controlling interests" totals €11,763 million (€9,923 million as at 31 December 2016).
"Equity attributable to owners of the parent", totalling €8,772 million, is up €1,548 million overall compared with 31 December 2016 (€7,224 million). This essentially reflects:
"Equity attributable to non-controlling interests" of €2.991 million is up €292 million compared with 31 December 2016 (€2,699 million). This primarily reflects movements in non-controlling interests in
consolidated companies (€347 million), as indicated in point b) above, comprehensive income for the year attributable to non-controlling interests (€168 million), partially offset by dividends declared by a number of Group companies that are not wholly owned subsidiaries (€153 million) and by the return of capital to non-controlling shareholders by the Chilean holding, Grupo Costanera (€93 million).
| EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| €M | ISSUED CAPITAL |
CASH FLOW RESERVE HEDGE |
NET INVESTMENT HEDGE RESERVE |
CONSOLIDATED COMPANIES TRANSLATION OF ASSETS FUNCTIONAL CURRENCIES OTHER THAN THE EURO AND LIABILITIES OF DIFFERENCES ON DENOMINATED IN RESERVE FOR TRANSLATION |
FUNCTIONAL CURRENCIES ACCOUNTED FOR USING OTHER THAN THE EURO THE EQUITY METHOD TRANSLATION OF DENOMINATED IN RESERVE FOR INVESTMENTS |
RESERVES AND RETAINED EARNINGS OTHER |
TREASURY SHARES |
PROFIT/(LOSS) FOR INTERIM DIVIDEND PERIOD AFTER |
TOTAL | EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS |
ATTRIBUTABLE TO OWNERS AND TO NON-CONTROLLING OF THE PARENT TOTAL EQUITY INTERESTS |
| Balance as at 31 December 2015 | 826 | -162 | -36 | -374 | -7 | 6,068 | -39 | 524 | 6,800 | 1,683 | 8,483 |
| Comprehensive income for the period | - | -37 | - | 176 | 2 | -3 | - | 1,122 | 1,260 | 295 | 1,555 |
| Owner transactions and other changes | |||||||||||
| Atlantia SpA's final dividend (€0.480 per share) |
- | - | - | - | - | - | - | -395 | -395 | - | -395 |
| Transfer of profit/(loss) for previous year to retained earnings | - | - | - | - | - | 129 | - | -129 | - | - | - |
| Atlantia SpA's interim dividend (€0.440 per share) |
- | - | - | - | - | - | - | -362 | -362 | - | -362 |
| Dividends paid by other Group companies to non-controlling shareholders |
- | - | - | - | - | - | - | - | - | -27 | -27 |
| Purchase of treasury shares | - | - | - | - | - | - | -77 | - | -77 | - | -77 |
| Share-based incentive plans | - | - | - | - | - | -5 | 9 | - | 4 | - | 4 |
| Change in scope of consolidation | - | - | - | - | - | - | - | - | - | 754 | 754 |
| Returns of capital to non-controlling shareholders and other minor changes |
- | - | - | - | - | -6 | - | - | -6 | -6 | -12 |
| Balance as at 31 December 2016 | 826 | -199 | -36 | -198 | -5 | 6,183 | -107 | 760 | 7,224 | 2,699 | 9,923 |
| Comprehensive income for the period | - | 65 | - | -105 | -1 | -1 | - | 1,172 | 1,130 | 168 | 1,298 |
| Owner transactions and other changes | |||||||||||
| Atlantia SpA's final dividend (€0.530 per share) |
- | - | - | - | - | - | - | -433 | -433 | - | -433 |
| Transfer of profit/(loss) for previous period to retained earnings |
- | - | - | - | - | 327 | - | -327 | - | - | - |
| Atlantia SpA's interim dividend (€0.570 per share) |
- | - | - | - | - | - | - | -466 | -466 | - | -466 |
| Dividends paid by other Group companies to non-controlling shareholders |
- | - | - | - | - | - | - | - | - | -153 | -153 |
| Purchase of treasury shares | - | - | - | - | - | - | -84 | - | -84 | - | -84 |
| Share-based incentive plans | - | - | - | - | - | -6 | 22 | - | 16 | - | 16 |
| Change in interests in consolidated companies | - | 25 | - | - | - | 1,382 | - | - | 1,407 | 347 | 1,754 |
| Returns of capital to non-controlling shareholders, reclassifications and other minor changes |
- | - | - | - | - | -22 | - | - | -22 | -70 | -92 |
| Balance as at 31 December 2017 | 826 | -109 | -36 | -303 | -6 | 7,863 | -169 | 706 | 8,772 | 2,991 | 11,763 |
| Reconciliation of Atlantia's equity and profit with the corresponding consolidated amounts | ||||
|---|---|---|---|---|
| -- | -- | -- | -- | -------------------------------------------------------------------------------------------- |
| €M | EQUITY AS AT 31 DECEMBER 2017 |
PROFIT FOR 2017 |
|---|---|---|
| Amounts in financial statements of Atlantia SpA | 11,503 | 2,722 |
| Recognition in consolidated financial statements of equity and profit/(loss) for the year of investments less non-controlling interests |
9,964 | 706 |
| Elimination of carrying amount of consolidated investments | -13,103 | - |
| Elimination of impairment losses on consolidated investments less reversals | 19 | - |
| Elimination of intercompany dividends | - | -1,252 |
| Elimination of after-tax intercompany profits | -4,299 | - |
| Recognition of goodwill less non-controlling interests | 4,535 | - |
| Measurement of investments at fair value and using the equity method less dividends received | -20 | -3 |
| Reclassification of the gain on the sale of 11.94% of Autostrade per l'Italia to equity (1) | - | -992 |
| Other consolidation adjustments (2) | 173 | -9 |
| Consolidated carrying amounts (attributable to owners of the parent) | 8,772 | 1,172 |
|---|---|---|
| Consolidated carrying amounts (attributable to non-controlling interests) | 2,991 | 260 |
| Carrying amounts in consolidated financial statements | 11,763 | 1,432 |
(1) This item refers to the reclassification to consolidated equity of the gain recognised in profit or loss by Atlantia SpA following its sale of an 11.94% interest in Autostrade per l'Italia, given that, in the consolidated financial statements, the transaction does not meet the definition for classification as a change of control and is therefore classed as an owner transaction.
(2) Other consolidation adjustments essentially include the different amounts, in the consolidated financial statements, for gains and/or losses on the sale of investments with respect to the corresponding amounts included in the reporting packages of consolidated companies, and the effects of remeasurement at fair value, solely for the purposes of consolidation, of previously held interests following the acquisition of control of the related companies.
"Non-current net debt", amounting to €13,654 million, is up €1,059 million compared with 31 December 2016 (€12,595 million) and consists of:
rates applied to the cross currency swaps (a negative impact of €43 million). The balance includes derivative financial instruments entered into with a number of banks in order to hedge the interest rate risk to which certain medium/long-term financial liabilities are exposed, including highly likely future financial liabilities entered into through to 2019;
b) "Non-current financial assets" of €2,316 million are up €79 million compared with 31 December 2016 (€2,237 million), essentially reflecting:
"Current net funds" of €4,158 million are up €3,240 million compared with 31 December 2016 (€918 million) and consist of:
The residual weighted average term to maturity of the Group's interest bearing debt is six years and five months as at 31 December 2017. 89% of the Group's debt is fixed rate.
The average cost of the Group's medium/long-term borrowings in 2017 was approximately 3.8% (reflecting the combined effect of 3.1% for the companies operating in Italy, 6.1% for the Chilean companies and 12.1% for the Brazilian companies).
As at 31 December 2017, project debt attributable to specific overseas companies amounts to €1,558 million.
In addition to the financing raised to service the Offer, at the same date, the Group has cash reserves of €7,927 million, consisting of:
With regard to the Offer launched by Atlantia for the entire issued capital of Abertis, the Group has cash reserves of €11,648 million as a result of committed acquisition financing with an average residual term of approximately 3 years and to be used solely within the context of the Offer. The various lines of credit are as follows:
Following collection of the proceeds from a number of financial and corporate transactions completed during the year, above all the issue of bonds with a par value of €1 billion in July 2017 and the sale of interests in Autostrade per l'Italia and Azzurra Aeroporti and of the entire interest in SAVE, €3,052 million of the above committed acquisition financing linked to the Offer, originally amounting to €14,700 million, has been cancelled, in accordance with the obligatory early repayment provision in the facility agreement. As a result, the above financing amounts to €11,648 million as at 31 December 2017. Under the commitments given in relation to the financing, an amount equal to the cancelled portion of the credit facility will be exclusively held as cash and cash equivalents, continuing to be available to Atlantia to meet its payment obligations in relation to the Offer.
"Net cash from operating activities" amounts to €2,390 million for 2017, marking an increase of €28 million on 2016 (€2,362 million). This reflects a combination of the following:
"Cash from investment in non-financial assets" amounts to €868 million (an outflow of €2,963 million in 2016), primarily due to:
The outflow in 2016 included the acquisition of ACA, amounting to €1,396 million, including net debt assumed.
"Net equity cash outflows" amount to €1,212 million, reflecting the dividends payable to owners of the parent and non-controlling shareholders, totalling €1,052 million (€784 million in 2016), the return of capital to non-controlling shareholders by the Chilean holding company, Grupo Costanera (€93 million) and the cost of purchasing treasury shares, totalling €84 million (€77 million in 2016). The cash outflow in 2016, totalling €733 million, benefitted from non-controlling shareholder contributions paid into Azzurra Aeroporti, which had acquired control of ACA at the end of 2016 (€130 million).
There was also a reduction of €135 million in net debt in 2017 (€44 million in 2016), linked primarily to the reduction in fair value losses on hedging derivatives, reflecting rising interest rates during 2017, and to non-cash financial income recognised as an increase in non-current financial assets.
The overall impact of the above cash flows has resulted in a decrease in net debt of €2,181 million, compared with an increase of €1,290 million in 2016.
| €M | 2017 | 2016 | ||
|---|---|---|---|---|
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ||||
| Profit for the year | 1,432 | 1,238 | ||
| Adjusted by: | ||||
| Amortisation and depreciation | 1,088 | 955 | ||
| Operating change in provisions, after use of provisions for refurbishment of airport infrastructure Financial expenses from discounting of provisions for construction services required by contract and other |
70 42 |
137 65 |
||
| Impairment losses/(Reversal of impairment losses) on financial assets and investments accounted for at cost or | 4 | -11 | ||
| Share of (profit)/loss of investees accounted for using the equity method | 10 | 7 | ||
| Impairment losses/(Reversal of impairment losses) and adjustments of current and non-current assets | -69 | -24 | ||
| (Gains)/Losses on sale of non-current assets | -47 | -1 | ||
| Net change in deferred tax (assets)/liabilities through profit or loss | 79 | 111 | ||
| Other non-cash costs (income) | -69 | -77 | ||
| Operating cash flow | 2,540 | 2,400 | ||
| Change in operating capital | -213 | -126 | ||
| Other changes in non-financial assets and liabilities | 63 | 88 | ||
| Net cash generated from/(used in) operating activities (A) | 2,390 | 2,362 | ||
| NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETS | ||||
| Investment in assets held under concession | -900 | -1,263 | ||
| Purchases of property, plant and equipment | -84 | -113 | ||
| Purchases of other intangible assets | -66 | -46 | ||
| Capital expenditure | -1,050 | -1,422 | ||
| Government grants related to assets held under concession | 1 | 6 | ||
| Increase in financial assets deriving from concession rights (related to capital expenditure) | 75 | 76 | ||
| Purchase of investments | -169 | -190 | ||
| Acquisitions of additional interests and/or investments in consolidated companies, net of cash acquired | -104 | -1,425 | ||
| Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments | 224 | 5 | ||
| Proceeds from sales of consolidated investments, net of cash and cash equivalents transferred | 1,870 | - | ||
| Net change in other non-current assets | 21 | -13 | ||
| Net cash from/(used in) investment in non-financial assets (B) | 868 | -2,963 | ||
| NET EQUITY CASH INFLOWS/(OUTFLOWS) | ||||
| Purchase of treasury shares | -84 | -77 | ||
| Dividends declared by Atlantia and Group companies and payable to non-controlling shareholders | -1,052 | -784 | ||
| Contributions from non-controlling shareholders | - | 130 | ||
| Proceeds from exercise of rights under share-based incentive plans | 17 | 4 | ||
| Return of capital to non-controlling shareholders | -93 | -6 | ||
| Net equity cash inflows/(outflows) (C) | -1,212 | -733 | ||
| Increase/(Decrease) in cash and cash equivalents during year (A+B+C) | 2,046 | -1,334 | ||
| Change in fair value of hedging derivatives | 80 | -46 | ||
| Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) | 55 | 58 | ||
| Effect of foreign exchange rate movements on net debt and other changes | - | 32 | ||
| Other changes in net debt (D) | 135 | 44 | ||
| Decrease/(Increase) in net debt for year (A+B+C+D) | 2,181 | -1,290 | ||
| Net debt at beginning of year | -11,677 | -10,387 | ||
| Net debt at end of year | -9,496 | -11,677 |
(*) The reconciliation with the statutory statement of cash flows is provided in the section, "Explanatory notes".
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The reconciliations of the reclassified financial statements presented above with the matching prospects in the income statement, statement of financial position and statement of cash flows, prepared in accordance with international financial reporting standards (IFRS), are included below.
| €M | 2017 | 2016 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of items | Reported basis | Reclassified basis | Reported basis | Reclassified basis | |||||||
| Ref. | Sub-items Main entries | Ref. | Sub-items Main entries | Ref. | Sub-items Main entries | Ref. | Sub-items Main entries | ||||
| Toll revenue | 4,195 | 4,195 | 4,009 | 4,009 | |||||||
| Aviation revenue | 799 | 799 | 636 | 636 | |||||||
| Revenue from construction services | 417 | 707 | |||||||||
| Revenue from construction services - government grants and cost of materials and external services Capitalised staff costs - construction services for which additional economic benefits are received |
(a) (b) |
366 40 |
(a) (b) |
652 38 |
|||||||
| Revenue from construction services: capitalised financial expenses | (c) | 4 | (c) | 5 | |||||||
| Revenue from construction services provided by sub-operators | (d) | 7 | (d) | 12 | |||||||
| Contract revenue | 32 | 32 | 54 | 54 | |||||||
| Other revenue | (e) | 940 | (e) | 773 | |||||||
| Other operating income | (e+d) | 947 | (e+d) | 785 | |||||||
| Total revenue | 6,383 | 6,179 | |||||||||
| TOTAL OPERATING REVENUE | 5,973 | 5,484 | |||||||||
| Raw and consumable materials | -326 | -326 | -284 | -284 | |||||||
| Service costs | -1,270 | -1,270 | -1,570 | -1,570 | |||||||
| Gain/(Loss) on sale of elements of property, plant and equipment | 2 | 2 | 1 | 1 | |||||||
| Other operating costs | -621 | -606 | |||||||||
| Concession fees | (r) | -513 | (r) | -495 | |||||||
| Lease expense Other |
-24 -84 |
-24 -84 |
-17 -94 |
-17 -94 |
|||||||
| Use of provisions for construction services required by contract | (h) | 360 | (h) | 401 | |||||||
| Revenue from construction services: government grants and capitalised cost of materials and external services | (a) | 366 | (a) | 652 | |||||||
| Use of provisions for refurbishment of airport infrastructure COST OF MATERIALS AND EXTERNAL SERVICES |
(g) | 71 | -905 | (g) | 112 | -799 | |||||
| CONCESSION FEES | (r) | -513 | (r) | -495 | |||||||
| Staff costs | (f) | -990 | (f) | -904 | |||||||
| NET STAFF COSTS | (f+i+b) | -891 | (f+i+b) | -812 | |||||||
| TOTAL NET OPERATING COSTS | -2,309 | -2,106 | |||||||||
| GROSS OPERATING PROFIT (EBITDA) | 3,664 | 3,378 | |||||||||
| OPERATING CHANGE IN PROVISIONS AND OTHER ADJUSTMENTS | -74 | -107 | |||||||||
| Operating change in provisions | 4 | -20 | |||||||||
| (Provisions)/ Uses of provisions for repair and replacement of motorway infrastructure (Provisions)/ Uses of provisions for refurbishment of airport infrastructure |
3 27 |
3 | -67 58 |
-67 | |||||||
| Provisions for refurbishment of airport infrastructure | -44 | -44 | -54 | -54 | |||||||
| Use of provisions for refurbishment of airport infrastructure | (g) | 71 | (g) | 112 | |||||||
| Other provisions | -26 | -26 | -11 | -11 | |||||||
| (Impairment losses)/Reversals of impairment losses | (l) | -7 | (l) | 25 | |||||||
| Use of provisions for construction services required by contract Use of provisions for construction services required by contract |
(h) | 419 360 |
(h) | 401 | 455 | ||||||
| Capitalised staff costs - construction services for which no additional economic benefits are received | (i) | 59 | (i) | 54 | |||||||
| Amortisation and depreciation | (j) | -1,088 | (j) | -955 | |||||||
| Depreciation of property, plant and equipment | -68 | -55 | |||||||||
| Amortisation of intangible assets deriving from concession rights | -954 | -835 | |||||||||
| Amortisation of other intangible assets (Impairment losses)/Reversals of impairment losses |
-66 69 |
-65 24 |
|||||||||
| (Impairment losses)/Reversals of impairment losses on property, plant and equipment and intangible assets | (k) | 76 | (k) | -1 | |||||||
| (Impairment losses)/Reversals of impairment losses | (l) | -7 | (l) | 25 | |||||||
| AMORTISATION, DEPRECIATION, IMPAIRMENT LOSSES AND REVERSALS OF IMPAIRMENT LOSSES | (j+k) | -1,012 | (j+k) | -956 | |||||||
| TOTAL COSTS | -3,801 | -3,859 | |||||||||
| OPERATING PROFIT/(LOSS) | 2,582 | 2,320 | |||||||||
| OPERATING PROFIT/(LOSS) (EBIT) | 2,578 | 2,315 | |||||||||
| Financial income Financial income accounted for as an increase in financial assets deriving from concession rights and |
406 | 365 | |||||||||
| government grants | 73 | 73 | 67 | 67 | |||||||
| Dividends received from investees | (m) | 18 | (m) | 8 | |||||||
| Other financial income | (n) | 315 | (n) | 290 | |||||||
| Financial expenses | -921 | -914 | |||||||||
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-42 | -42 | -65 | -65 | |||||||
| Other financial expenses | (o) | -879 | (o) | -849 | |||||||
| Foreign exchange gains/(losses) | (p) | 8 | (p) | 12 | |||||||
| Other financial expenses, after other financial income | (m+n+o+p) | -538 | (m+n+o+p) | -539 | |||||||
| Capitalised financial expenses on intangible assets deriving from concession rights | (c) | 4 | (c) | 5 | |||||||
| FINANCIAL INCOME/(EXPENSES) | -507 | -537 | |||||||||
| Share of (profit)/loss of investees accounted for using the equity method | -10 | -10 | -7 | -7 | |||||||
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | 2,065 | 2,065 | 1,776 | 1,776 | |||||||
| Income tax (expense)/benefit | -632 | -632 | -533 | -533 | |||||||
| Current tax expense | -561 | -435 | |||||||||
| Differences on tax expense for previous years | 8 | 13 | |||||||||
| Deferred tax income and expense | -79 | -111 | |||||||||
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | 1,433 | 1,433 | 1,243 | 1,243 | |||||||
| Profit/(Loss) from discontinued operations | -1 | -1 | -5 | -5 | |||||||
| PROFIT FOR THE YEAR | 1,432 | 1,432 | 1,238 | 1,238 | |||||||
| of which: | |||||||||||
| Profit attributable to owners of the parent Profit attributable to non-controlling interests |
1,172 260 |
1,172 260 |
1,122 116 |
1,122 116 |
|||||||
| €M 31 December 2017 |
31 December 2016 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of items | Reported basis | Reclassified basis | Reported basis | Reclassified basis | |||||
| Ref. | Main entries | Ref. | Main entries | Ref. | Main entries | Ref. Main entries |
|||
| Property, plant and equipment | (a) | 303 | 303 | (a) | 291 | ||||
| Intangible assets | (b) | 27,424 | 27,424 | (b) | 28,203 | ||||
| Investments Deferred tax assets |
(c) (d) |
267 1,258 |
267 1,258 |
(c) (d) |
291 1,403 |
||||
| Other non-current assets | (e) | 8 | 8 | (e) | 30 | ||||
| Total non-current non-financial assets (A) | 29,260 | ||||||||
| Working capital | |||||||||
| Trading assets | (f) | 1,798 | 1,798 | (f) | 1,672 | ||||
| Current tax assets | (g) | 79 | 79 | (g) | 106 | ||||
| Other current assets Non-financial assets held for sale or related to discontinued |
(h) | 187 | 187 | (h) | 197 | ||||
| operations | (w) | 5 | (w) | ||||||
| Current portion of provisions for construction services required | |||||||||
| by contract | (i) | -427 | -427 | (i) | -531 | ||||
| Current provisions | (j) | -380 | -380 | (j) | -446 | ||||
| Trading liabilities | (k) | -1,583 | -1,583 | (k) | -1,651 | ||||
| Current tax liabilities Other current liabilities |
(l) (m) |
-151 -634 |
-151 -634 |
(l) (m) |
-63 -611 |
||||
| Non-financial liabilities related to discontinued operations | (x) | -6 | (x) | ||||||
| Total working capital (B) | -1,112 | ||||||||
| Gross invested capital (C=A+B) | 28,148 | ||||||||
| Non-current non-financial liabilities | |||||||||
| Non-current portion of provisions for construction services required by contract |
(n) | -2,961 | -2,961 | (n) | -3,270 | ||||
| Non-current provisions | (o) | -1,566 | -1,566 | (o) | -1,576 | ||||
| Deferred tax liabilities | (p) | -2,254 | -2,254 | (p) | -2,345 | ||||
| Other non-current liabilities | (q) | -108 | -108 | (q) | -98 | ||||
| Total non-current non-financial liabilities (D) | -6,889 | ||||||||
| Net invested capital (E=C+D) | 21,259 | ||||||||
| Total equity (F) | 11,763 | 11,763 | 9,923 | ||||||
| Net debt | |||||||||
| Non-current net debt | |||||||||
| Non-current financial liabilities | (r) | 15,970 | 15,970 | (r) | 14,832 | ||||
| Non-current financial assets | (s) | -2,316 | -2,316 | (s) | -2,237 | ||||
| Total non-current net debt (G) | 13,654 | ||||||||
| Current net debt | |||||||||
| Current financial liabilities | (t) | 2,254 | 2,254 | (t) | 3,249 | ||||
| Bank overdrafts repayable on demand | 18 | 18 | 5 | 5 | |||||
| Short-term borrowings | 430 | 430 | 1,859 | 1,859 | |||||
| Current derivative liabilities | 14 | 14 | 26 | 26 | |||||
| Current portion of medium/long-term borrowings | 1,718 | 1,718 | 1,346 | 1,346 | |||||
| Other current financial liabilities | 74 | 74 | 13 | 13 | |||||
| Cash and cash equivalents | (u) | -5,624 | -5,631 | (u) | -3,383 | ||||
| Cash in hand Cash equivalents |
-4,840 -784 |
-4,840 -784 |
-2,788 -595 |
-2,788 -595 |
|||||
| Cash and cash equivalents related to discontinued operations | (y) | -7 | (y) -8 |
||||||
| Current financial assets | (v) | -781 | -781 | (v) | -776 | ||||
| Current financial assets deriving from concession rights | -447 | -447 | -441 | -441 | |||||
| Current financial assets deriving from government grants | -70 | -70 | -68 | -68 | |||||
| Current term deposits Current derivative assets |
-179 -1 |
-179 -1 |
-194 - |
-194 - |
|||||
| Current portion of other medium/long-term financial assets | -71 | -71 | -66 | -66 | |||||
| Other current financial assets | -13 | -13 | -7 | -7 | |||||
| Total current net debt (H) | -4,158 | ||||||||
| Total net debt (I=G+H) | 9,496 | ||||||||
| Net debt and equity (L=F+I) | 21,259 | ||||||||
| Assets held for sale or related to discontinued operations | (-y+w) | 12 | (-y+w) | 12 | |||||
| Liabilities related to discontinued operations | (-x) | 6 | (-x) | 6 | |||||
| TOTAL NON-CURRENT ASSETS (a+b+c+d | +e-s) | 31,576 | (a+b+c+d+ e-s) |
32,455 | |||||
| TOTAL CURRENT ASSETS (f+g+h-u-v | y+w) | 8,481 | (f+g+h-u-v y+w) |
6,146 | |||||
| TOTAL NON-CURRENT LIABILITIES | (-n-o-p | 22,859 | (-n-o-p-q+r) | 22,121 | |||||
| q+r) (-i-j-k-l |
(-i-j-k-l-m+t | ||||||||
| TOTAL CURRENT LIABILITIES | m+t-x) | 5,435 | x) | 6,557 |
| €M | 2017 | 2016 | ||||
|---|---|---|---|---|---|---|
| Reconciliation of items | Consolidated statement of cash flows |
Changes in consolidated net debt |
Consolidated statement of cash flows |
Changes in consolidated net debt |
||
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Profit for the year |
1,432 | 1,432 | 1,238 | 1,238 | ||
| Adjusted by: | ||||||
| Amortisation and depreciation Operating change in provisions, after use of provisions for refurbishment of airport infrastructure |
1,088 70 |
1,088 70 |
955 137 |
955 137 |
||
| Financial expenses from discounting of provisions for construction services required by contract and other | ||||||
| provisions | 42 | 42 | 65 | 65 | ||
| Impairment losses/(Reversal of impairment losses) on financial assets and investments accounted for at cost or fair value |
4 | 4 | -11 | -11 | ||
| Share of (profit)/loss of investees accounted for using the equity method | 10 | 10 | 7 | 7 | ||
| Impairment losses/(Reversal of impairment losses) and adjustments of current and non-current assets | -69 | -69 | -24 | -24 | ||
| (Gains)/Losses on sale of non-current assets | -47 | -47 | -1 | -1 | ||
| Net change in deferred tax (assets)/liabilities through profit or loss | 79 | 79 | 111 | 111 | ||
| Other non-cash costs (income) | -69 | -69 | -77 | -77 | ||
| Operating cash flow | 2,540 | 2,400 | ||||
| Change in operating capital | (a) | -213 | -126 | |||
| Other changes in non-financial assets and liabilities | (b) | 63 | 88 | |||
| Change in working capital and other changes | (a+b) | -150 | -38 | |||
| Net cash generated from/(used in) operating activities (A) | 2,390 | 2,390 | 2,362 | 2,362 | ||
| NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETS | ||||||
| Investment in assets held under concession | -900 | -900 | -1,263 | -1,263 | ||
| Purchases of property, plant and equipment | -84 | -84 | -113 | -113 | ||
| Purchases of other intangible assets | -66 | -66 | -46 | -46 | ||
| Capital expenditure | -1,050 | -1,422 | ||||
| Government grants related to assets held under concession | 1 | 1 | 6 | 6 | ||
| Increase in financial assets deriving from concession rights (related to capital expenditure) Purchase of investments |
75 -169 |
75 -169 |
76 -190 |
76 -190 |
||
| Cost of acquisition | (c) | -104 | -104 | -1,332 | -1,332 | |
| Cash and cash equivalents acquired | (d) | - | - | 38 | 38 | |
| Net financial liabilities assumed, excluding cash and cash equivalents acquired Acquisitions of additional interests and/or investments in consolidated companies, net of cash acquired |
(e) (c+d) |
-104 | - | -1,294 | -131 | |
| Acquisitions of additional interests and/or investments in consolidated companies, including net debt assumed | (c+d+e) | -104 | -1,425 | |||
| Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments | 224 | 224 | 5 | 5 | ||
| Proceeds from sale of non-controlling interests in consolidated companies Net change in other non-current assets |
1,870 21 |
1,870 21 |
- -13 |
- -13 |
||
| Net change in current and non-current financial assets | (f) | -148 | -66 | |||
| Net cash from/(used in) investment in non-financial assets (B) | (g) | 868 | -2,963 | |||
| Net cash generated from/(used in) investing activities (C) | (g-e+f) | 720 | -2,898 | |||
| NET EQUITY CASH INFLOWS/(OUTFLOWS) | ||||||
| Purchase of treasury shares | -84 | -84 | -77 | -77 | ||
| Dividends declared by Atlantia and Group companies and payable to non-controlling shareholders | (h) | -1,052 | -784 | |||
| Contributions from non-controlling shareholders | - | - | 130 | 130 | ||
| Dividends paid | (i) | -994 | -775 | |||
| Proceeds from exercise of rights under share-based incentive plans | 17 | 17 | 4 | 4 | ||
| Return of capital to non-controlling shareholders | -93 | -93 | -6 | -6 | ||
| Net equity cash inflows/(outflows) (D) | -1,212 | -733 | ||||
| Net cash generated during the year (A+B+D) | 2,046 | -1,334 | ||||
| Issuance of bonds | 2,352 | 654 | ||||
| Short-term borrowings | - | 1,600 | ||||
| Increase in medium/long term borrowings (excluding finance lease liabilities) | 271 | 739 | ||||
| Bond redemptions | -775 | -971 | ||||
| Bond buybacks | - | -220 | ||||
| Repayments of medium/long term borrowings (excluding finance lease liabilities) | -297 | -253 | ||||
| Payment of finance lease liabilities | -3 | -3 | ||||
| Net change in other current and non-current financial liabilities | -1,259 | 107 | ||||
| Net cash generated from/(used in) financing activities (E) | -865 | 929 | ||||
| Change in fair value of hedging derivatives | (j) | 80 | -46 | |||
| Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) | (k) | 55 | 58 | |||
| Effect of foreign exchange rate movements on net debt and other changes | (l) | - | 32 | |||
| Other changes in net debt (F) | 135 | 44 | ||||
| Net effect of foreign exchange rate movements on net cash and cash equivalents (G) | -18 | 33 | ||||
| Increase/(decrease) in net debt for year (A+B+D+F) Net debt at beginning of year |
2,181 -11,677 |
-1,290 -10,387 |
||||
| Net debt at end of year | -9,496 | -11,677 | ||||
| Increase/(Decrease) in cash and cash equivalents during year (A+C+E+G) | 2,227 | 426 | ||||
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR NET CASH AND CASH EQUIVALENTS AT END OF YEAR |
3,386 5,613 |
2,960 3,386 |
The following section presents a number of ("adjusted") alternative performance indicators, calculated by stripping out, from the corresponding reported alternative performance indicators in the reclassified consolidated income statement and the reclassified consolidated statement of financial position, the impact of application of the "financial model", introduced by IFRIC 12, by the Group's operators who have adopted this model. The following statement presents adjustments to gross operating profit (EBITDA), operating cash flow and net debt deriving from the specific nature of concession arrangements entered into with the grantors of the concessions held by certain Chilean operators, under which the operators have an unconditional right to receive contractually guaranteed cash payments regardless of the extent to which the public uses the service. This right is accounted for in "financial assets deriving from concession rights" in the statement of financial position.
The adjusted alternative performance indicators are presented with the sole aim of enabling analysts and the rating agencies to assess the Group's results of operations and financial position using the basis of presentation normally adopted by them.
The adjustments applied to the alternative performance indicators based on reported amounts regard:
| €M | 2017 | 2016 | ||
|---|---|---|---|---|
| EBITDA | Operating cash flow |
EBITDA | Operating cash flow |
|
| Reported amounts | 3,664 | 2,540 | 3,378 | 2,400 |
| Increase in revenue for guaranteed minimum revenue | 81 | 81 | 74 | 74 |
| Grants for motorway maintenance | 17 | 17 | 16 | 16 |
| Grants for investment in motorway infrastructure Reversal of financial income deriving from discounting of |
- | - | 1 | 1 |
| financial assets deriving from concession rights (guaranteed minimums) |
- | -45 | - | -45 |
| Reversal of financial income deriving from discounting of financial assets deriving from government grants for motorway |
||||
| maintenance | - | -7 | - | -7 |
| Total adjustments | 98 | 46 | 91 | 39 |
| Adjusted amounts | 3,762 | 2,586 | 3,469 | 2,439 |
| €M | NET DEBT AS AT 31 DECEMBER 2017 |
NET DEBT AS AT 31 DECEMBER 2016 |
|---|---|---|
| Reported amounts | 9,496 | 11,677 |
| Reversal of financial assets deriving from: | ||
| - takeover rights | 400 | 398 |
| - guaranteed minimum revenue | 602 | 656 |
| - grants for motorway maintenance | 79 | 92 |
| Total adjustments | 1,081 | 1,146 |
| Adjusted amounts | 10,577 | 12,823 |
The consolidated statement of financial position as at 31 December 2017 reports goodwill of €4,383 million recognised following the acquisition, in 2003, of the majority shareholding in the former Autostrade – Concessioni e Costruzioni Autostrade SpA.
This amount, determined on the basis of Italian GAAP at that time applied by the Group, coincides with the resulting net carrying amount as at 1 January 2004, having opted, on transition to IFRS, to not retrospectively apply IFRS 3 – Business Combinations to acquisitions prior to 1 January 2004, in accordance with the exemption provided for in IFRS 1 – First-time Adoption of IFRS.
This goodwill has been allocated in full to the Autostrade per l'Italia Cash Generating Unit (CGU). From 2004, therefore, this goodwill is not systematically amortised, despite referring to activities with a determinate life, but is tested for impairment at least annually, in accordance with the requirements of IAS 36 – Impairment of Assets, in order to verify its recoverability. The impairment tests conducted until 2017 have, by estimating the related value in use, always confirmed the recoverability of goodwill, the carrying amount of which has thus remained unchanged since 1 January 2004.
Taking into account the fact that Autostrade per l'Italia's concession term expires on 31 December 2038, for the sole purpose of showing the theoretical impact on the consolidated result for the year, and on consolidated equity as at 31 December 2017, of the simulation of straight-line amortisation of goodwill from 1 January 2017 until the end of the concession term (a total of 22 years), the following reclassified consolidated income statement and statement of financial position show amounts adjusted for amortisation of goodwill. The goodwill accounted for in consolidated assets is not relevant for tax purposes and the simulation conducted does not, therefore, result in deferred taxation.
| €M | 31 DECEMBER 2017 |
GOODWILL AMORTISATION |
2017 ADJUSTED AMOUNTS (POST-SIMULATION) |
|---|---|---|---|
| Non-current non-financial assets (A) | 29,260 | -199 | 29,061 |
| Working capital (B) | -1,112 | -1,112 | |
| Gross invested capital (C=A+B) | 28,148 | -199 | 27,949 |
| Non-current non-financial liabilities (D) | -6,889 | -6,889 | |
| NET INVESTED CAPITAL (E=C+D) | 21,259 | -199 | 21,060 |
| Equity | |||
| Equity attributable to owners of the parent | 8,772 | -199 | 8,573 |
| Equity attributable to non-controlling interests | 2,991 | 2,991 | |
| Equity (F) | 11,763 | -199 | 11,564 |
| Non-current net debt (G) | 13,654 | 13,654 | |
| Curent net debt (H) | -4,158 | -4,158 | |
| Net debt (I=G+H) | 9,496 | 9,496 | |
| NET DEBT AND EQUITY (L=F+I) | 21,259 | -199 | 21,060 |
This financial review includes and analyses the reclassified income statement, statement of comprehensive income, statement of changes in equity and statement of changes in net debt of Atlantia SpA (the "Company") for the year ended 31 December 2017, in which amounts are compared with those of the previous year. The review also includes and analyses the reclassified statement of financial position as at 31 December 2017, compared with comparative amounts as at 31 December 2016.
The accounting standards applied during preparation of the accounts for the year ended 31 December 2017 are consistent with those adopted for the financial statements for the year ended 31 December 2016, in that the amendments to existing standards that have come into effect since 1 January 2017 have not had a material impact on the accounts.
The planned restructuring of the Group, approved and initiated by Atlantia's Board of Directors in 2016, was completed in March 2017. This involved Autostrade per l'Italia's distribution of a special dividend in kind (totalling €755 million) to the Company via the transfer, based on the related carrying amounts, of its entire interests in Autostrade dell'Atlantico and Autostrade Indian Infrastructure Development. The Company has thus recognised these investments with a matching entry for the dividends in the income statement, together with the related taxation.
In addition, on 21 April 2017, the Annual General Meeting of Autostrade per l'Italia's shareholders approved the distribution of a portion of the subsidiary's available reserves, by transferring the amount of €1,101 million from the "Reserve for transactions under common control". This distribution was recognised by the Company as a reduction in the value of its investment in Autostrade per l'Italia (recognising the related taxation in the income statement), in keeping with the accounting treatment used in the financial statements for the year ended 31 December 2016 in relation to the acquisition, from the same subsidiary, of investments in Telepass and Stalexport Autostrady.
On 27 April 2017, the Company's Board of Directors approved the sale of a 5% interest in Autostrade per l'Italia to Appia Investments (a company owned by Allianz, EDF Invest and DIF) and the sale of a further 5% interest in the subsidiary to Silk Road Fund.
On completion of the transaction on26 July 2017, the call option granted to Appia Investments was also exercised, resulting in the sale of a further 1.94% of Autostrade per l'Italia.
The Company did not enter into non-recurring, atypical or unusual transactions, either with third or related parties, having a material impact on the Company's accounts in either 2017 or 2016.
There were no non-recurring events and/or transactions having a material impact on the Company's accounts in 2017.
However, on 15 May 2017, following the resolution passed by the Board of Directors, Atlantia announced its decision to launch a voluntary public tender offer, in cash and/or shares (hereinafter also the "Offer"), for the entire issued capital of Abertis Infraestructuras, a company listed in Spain. Further information on the progress of this transaction, for which Atlantia incurred expenses in 2017, is provided in the section, "Other Information" in the Report on Operations.
In 2016, on the other hand, the Company completed an issuer substitution, with Autostrade per l'Italia taking the Company's place as the issuer of a number of bonds. Whilst this was significant in terms of the financial position, this transaction did not have an impact on the Company's operating results for that year.
The reconciliation of the reclassified financial statements included and analysed in this section with the corresponding consolidated financial statements on a reported basis is provided in the section "Reconciliation of Atlantia SpA's reclassified and statutory financial statements".
"Operating revenue" for 2017 amounts to €3 million, up on the €1 million of 2016 and primarily consisting of rental income and cost recoveries from subsidiaries.
"Net operating costs" amount to €55 million for 2017, up €17 million on 2016 (€38 million). The increase primarily reflects recognition of the costs incurred for the external consultants engaged in the sale of a non-controlling interest in Autostrade per l'Italia, and an increase in the average workforce following the recruitment of staff for a number of departments.
The "Gross operating loss" (negative EBITDA) amounts to €52 million for 2017 (a loss of €36 million in 2016).
"Dividends received from investee companies", totalling €1,800 million in 2017 (€980 million in 2016) are up €820 million compared with 2016, essentially reflecting the above distribution, by Autostrade per l'Italia, of a special dividend in kind via the transfer, based on the related carrying amounts, of its entire interests in Autostrade dell'Atlantico and Autostrade Indian Infrastructure Development, amounting to €754 million and €1 million, respectively.
In addition to these amounts, the Company recognised cash dividends of €1,045 million, up €65 million on the comparative period. These essentially regard dividends declared in 2017 by Telepass (€59 million) and Stalexport Autostrady (€6 million), following Atlantia's acquisition of control of these companies at the end of 2016 as part of the Group's restructuring.
"Gains on the sale of investments" in 2017 amount to €1,052 million and primarily relate to the above sale of interests in Autostrade per l'Italia (€1,010 million) and the sale of the entire interest in SAVE (€40 million).
"Reversals of impairment losses/Impairment losses on investments" amount to a positive €8 million for 2017, relating to the adjustment of the carrying amount of the investment in Pavimental (€12 million), partially offset by the write-off of the residual value of the investment in Compagnia Aerea Italiana (€4 million). In 2016, on the other hand, this item related to impairment losses on the investments in Pavimental (€21 million) and Compagnia Aerea Italiana (€10 million).
| €M | 2017 | INCREASE/ (DECREASE) | ||
|---|---|---|---|---|
| 2016 | ABSOLUTE | % | ||
| Operating revenue | 3 | 2 | 1 | 50 |
| Total operating revenue | 3 | 2 | 1 | 50 |
| Cost of materials and external services | -30 | -17 | -13 | 76 |
| Staff costs | -25 | -21 | -4 | 19 |
| Total net operating costs | -55 | -38 | -17 | 45 |
| Gross operating loss (EBITDA) | -52 | -36 | - -16 |
44 |
| Amortisation, depreciation, impairment losses and reversals of impairment losses |
-1 | -1 | - | - |
| Operating loss (EBIT) | -53 | -37 | -16 | 43 |
| Dividends received from investees | 1,800 | 980 | 820 | 84 |
| Gains on sale of investments | 1,052 | - | 1,052 | n.s. |
| Reversals of impairment losses/(Impairment losses) on investments |
8 | -31 | 39 | n.s. |
| Other financial income/(expenses) | -35 | 6 | -41 | n.s. |
| Profit before tax from continuing operations | 2,772 | 918 | 1,854 | n.s. |
| Income tax (expense)/benefit | -50 | 1 | -51 | n.s. |
| Profit from continuing operations | 2,722 | 919 | 1,803 | n.s. |
| Profit for the year | 2,722 | 919 | 1,803 | n.s. |
(*) The reconciliation with reported amounts in the income statement is provided in the section, "Reconciliation of Atlantia SpA's reclassified and statutory financial statements".
"Net other financial expenses" amount to €35 million (net financial income of €6 million in 2016), essentially reflecting the accrued costs linked to the public tender offer. These include:
"Income tax expense" is up €51 million in 2017 (a benefit of €1 million in 2016). This primarily reflects Autostrade per l'Italia's distribution of available reserves and payment of the special dividend in kind (resulting in tax expense for Atlantia of €34 million) and the gain on the sale of interests in Autostrade per l'Italia (€19 million).
"Profit for the year" thus amounts to €2,722 million for 2017 (€919 million for 2016).
| €M | 2017 | 2016 | |
|---|---|---|---|
| Profit for the year | (A) | 2,722 | 919 |
| Fair value gains/(losses) on cash flow hedges | 2 | -3 | |
| Tax effect of fair value gains/(losses) on cash flow hedges | - | 1 | |
| Deferred tax effect of issuer substitution on cash flow hedges | - | 22 | |
| Other comprehensive income/(loss) reclassifiable to profit or loss for the year |
(B) | 2 | 20 |
| Reclassification of the cash flow hedge reserve arising from issuer substitution | - | -71 | |
| Reclassifications of other components of comprehensive income to profit or loss for the year |
(C) | - | -71 |
| Total other comprehensive income/(loss) for the year | (D=B+C) | 2 | -51 |
| Comprehensive income for the year | (A+D) | 2,724 | 868 |
"Total other comprehensive income/(loss) for the year" relates, in both comparative periods, to the fair value measurement of cash flow hedges. The figure for 2017, after the related taxation, reflects income of €2 million, essentially reflecting the impact of rising interest rates, in 2017, on the Forward-Starting Interest Rate Swaps obtained to hedge the exposure to highly likely future financial liabilities to be assumed by the Company.
The figure for 2016, after the related taxation, represented a loss of €51 million, essentially reflecting a combination of the following:
As a result, comprehensive income for 2017 amounts to €2,724 million (€868 million for 2016).
"Non-current non-financial assets" of €9,738 million almost entirely consist of "Investments" and are down €1,077 million compared with 31 December 2016 (€10,815 million). This is essentially due to a combination of the following:
In addition, whilst awaiting the outcome of the Offer, the operating costs incurred in relation to the transaction (€32 million) are accounted for in "Other non-current assets".
"Working capital" is a negative €69 million, an increase of €46 million compared with a negative balance of €23 million as at 31 December 2016, primarily due to:
"Non-current non-financial liabilities" amount to €20 million, up €5 million on the figure for 31 December 2016 (€15 million).
As a result, "Net invested capital" of €9,649 million is down €1,128 million compared with 31 December 2016 (€10,777 million).
| €M | 31 December | INCREASE/ | |
|---|---|---|---|
| 2017 31 December 2016 | (DECREASE) | ||
| Non-current non-financial assets | |||
| Property, plant and equipment | 7 | 7 | - |
| Investments | 9,699 | 10,808 | -1,109 |
| Other non-current assets | 32 | - | 32 |
| Total non-current non-financial assets (A) | 9,738 | 10,815 | -1,077 |
| Working capital | |||
| Trading assets | 10 | 5 | 5 |
| Current tax assets | 120 | 87 | 33 |
| Other current assets | 1 | 1 | - |
| Current provisions | -2 | -2 | - |
| Trading liabilities | -23 | -8 | -15 |
| Current tax liabilities | -152 | -81 | -71 |
| Other current liabilities | -23 | -25 | 2 |
| Total working capital (B) | -69 | -23 | -46 |
| Gross invested capital (C=A+B) | 9,669 | 10,792 | -1,123 |
| Non-current non-financial liabilities | |||
| Non-current provisions | -1 | -1 | - |
| Deferred tax liabilities | -14 | -12 | -2 |
| Other non-current liabilities | -5 | -2 | -3 |
| Total non-current non-financial liabilities (D) | -20 | -15 | -5 |
| NET INVESTED CAPITAL (E=C+D) | 9,649 | 10,777 | -1,128 |
| Equity | |||
| Issued capital | 826 | 826 | - |
| Reserves and retained earnings | 8,590 | 8,470 | 120 |
| Treasury shares | -169 | -107 | -62 |
| Profit for the year after payment of interim dividend | 2,256 | 557 | 1,699 |
| Total equity (F) | 11,503 | 9,746 | 1,757 |
| Net debt/(net funds) | |||
| Non-current net debt/(net funds) | |||
| Non-current financial liabilities | 1,732 | 989 | 743 |
| Bond issues | 1,732 | 989 | 743 |
| Non-current financial assets | -617 | -1,333 | 716 |
| Non-current derivative assets | -53 | -42 | -11 |
| Other non-current financial assets | -564 | -1,291 | 727 |
| Total non-current net debt/(net funds) (G) | 1,115 | -344 | 1,459 |
| Current net debt/(net funds) | |||
| Current financial liabilities Short-term borrowings |
1,135 100 |
1,607 1,600 |
-472 -1,500 |
| Current portion of medium/long-term borrowings | 1,020 | 5 | 1,015 |
| Current derivative liabilities | 14 | 1 | 13 |
| Other current financial liabilities | 1 | 1 | - |
| Cash and cash equivalents | -3,093 | -219 | -2,874 |
| Cash | -2,186 | -14 | -2,172 |
| Cash equivalents | -900 | - | -900 |
| Intercompany current account receivables due from related parties | -7 | -205 | 198 |
| Current financial assets | -1,011 | -13 | -998 |
| Current portion of other medium/long-term financial assets | -1,001 | -4 | -997 |
| Current derivative assets | -1 | - | -1 |
| Other current financial assets | -9 | -9 | - |
| Total current (net funds)/net debt (H) | -2,969 | 1,375 | -4,344 |
| Total (net funds)/net debt (I=G+H) (1) | -1,854 | 1,031 | -2,885 |
| NET DEBT AND EQUITY (L=F+I) | 9,649 | 10,777 | -1,128 |
(*) The reconciliation with the reported amounts in the statement of financial position is provided in the section, "Reconciliation of Atlantia SpA's reclassified and statutory financial statements".
(1) Net debt includes non-current financial assets, unlike the financial position shown in the notes to the financial statements and prepared in compliance with the European Securities and Markets Authority (ESMA) Recommendation of 20 March 2013, which does not permit the deduction of non-current financial assets from debt.
"Equity" totals €11,503 million and is up €1,757 million compared with 31 December 2016 (€9,746 million). This essentially reflects a combination of the following:
| €M | Issued capital |
Reserves and retained earnings |
Treasury shares |
Profit for the year after payment of interim dividend |
TOTAL EQUITY |
|---|---|---|---|---|---|
| Balance as at 31 December 2015 | 826 | 8,517 | -39 | 404 | 9,708 |
| Comprehensive income for the year | - | -51 | - | 919 | 868 |
| Owner transactions and other changes | |||||
| Final dividend for 2015 (€0.480 per share) | - | - | - | -395 | -395 |
| Transfer of profit/(loss) for previous year to retained earnings | - | 9 | - | -9 | - |
| Interim dividend (€0.440 per share) | - | - | - | -362 | -362 |
| Purchase of treasury shares | - | - | -77 | - | -77 |
| Share-based incentive plans | - | -5 | 9 | - | 4 |
| Balance as at 31 December 2016 | 826 | 8,470 | -107 | 557 | 9,746 |
| Comprehensive income for the year | - | 2 | - | 2,722 | 2,724 |
| Owner transactions and other changes | |||||
| Final dividend for 2016 (€0.530 per share) | - | - | - | -433 | -433 |
| Transfer of profit/(loss) for previous year to retained earnings | - | 124 | - | -124 | - |
| Interim dividend (€0.570 per share) | - | - | - | -466 | -466 |
| Purchase of treasury shares | - | - | -84 | - | -84 |
| Share-based incentive plans | - | -6 | 22 | - | 16 |
| Balance as at 31 December 2017 | 826 | 8,590 | -169 | 2,256 | 11,503 |
As at 31 December 2017, net debt amounts to a €1,854 million, compared with net debt of €1,031 million as at 31 December 2016.
Non-current net debt, amounting to €1,115 million (net funds of €344 million as at 31 December 2016), is up €1,459 million compared with 31 December 2016. This reflects:
c) the recognition of non-current financial assets of €23 million, represented by upfront fees accrued through to 31 December 2017 on the committed financing obtained to service the above-mentioned Offer and eligible for subsequent recognition as ancillary costs of the financing.
Current net funds amount to €2,969 million (compared with net debt of €1,375 million as at 31 December 2016). The change of €4,344 million essentially reflects:
c) the above distribution of reserves by Autostrade per l'Italia (€1,101 million).
The reduction in short-term bank borrowings almost entirely reflects the repayment of bank loans obtained in December 2016 to meet the financial needs connected with the Group's restructuring (€1,600 million).
The residual weighted average term to maturity of the Company's debt is approximately five years and seven months as at 31 December 2017. All of the Company's debt is fixed rate. The average cost of medium/long-term borrowings in 2017 was approximately 2.7%.
With regard to the Offer launched by Atlantia for the entire issued capital of Abertis, as at 31 December 2017, the Company has cash reserves of €11,648 million as a result of committed acquisition financing with an average residual term of approximately 3 years and to be used solely within the context of the Offer. The various lines of credit are as follows:
Following collection of the proceeds from a number of financial and corporate transactions completed during the year, above all the issue of bonds with a par value of €1 billion in July 2017 and the sale of interests in Autostrade per l'Italia and Azzurra Aeroporti and of the entire interest in SAVE, €3,052 million of the above committed acquisition financing linked to the public tender offer, originally amounting to €14,700 million, has been cancelled, in accordance with the obligatory early repayment provision provided by the contract and amount to € 11,648 million as at 31 December 2017.
Under the commitments given in relation to the financing, an amount equal to the cancelled portion of the credit facility will be exclusively held as cash and cash equivalents, continuing to be available to the Company to meet its payment obligations in relation to the Offer.
"Cash generated from operating activities" amounts to €959 million for 2017, down €30 million on the corresponding figure for 2016 (€989 million). This essentially reflects the increase in operating costs and financial expenses described in the section, "Results of operations".
"Net cash from investment in non-financial assets", amounting to €2,895 million in 2017, mainly regards the proceeds from Autostrade per l'Italia's distribution of a portion of its available reserves (€1,101 million) and proceeds from the sale of interests in the same subsidiary (€1,733 million), in SAVE (€221 million) and in Azzurra Aeroporti (€136 million).
In 2016, the outflow of €1,998 million primarily reflected the acquisition of investments in Telepass and Stalexport Autostrady and the purchase of new shares issued by Azzurra Aeroporti.
"Net equity cash outflows" amount to €966 million for 2017 (€831 million in 2016). This essentially reflects a combination of the following:
In 2016, the outflow of €831 million essentially the payment to shareholders of the final dividend for 2015 (€395 million) and of the interim dividend for 2016 (€362 million), as well as the cost of purchasing treasury shares (€77 million).
Net debt at the end of 2016 was also increased by €71 million as a result of the cancellation of financial assets and liabilities involved in the issuer substitution.
As a result of the above cash flows, a change of €2,885 million with respect to net debt as at 31 December 2016.
| €M | 2017 | 2016 |
|---|---|---|
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ||
| Profit for the year | 2,722 | 919 |
| Adjusted by: | ||
| Amortisation and depreciation | 1 | 1 |
| (Reversals of impairment losses)/Impairment losses on investments | -8 | 31 |
| (Gains)/Losses on sale of non-current assets | -1,052 | - |
| Other non-cash costs (income) Operating cash flow |
-750 913 |
3 954 |
| Change in operating capital | 11 | 3 |
| Other changes in non-financial assets and liabilities | 35 | 32 |
| Net cash generated from/(used in) operating activities (A) | 959 | 989 |
| NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETS | ||
| Purchase of investments | -265 | -1,998 |
| Proceeds from distribution of reserves by subsidiaries | 1,101 | - |
| Proceeds from sale of interests in investees | 2,091 | - |
| Net change in other non-current assets | -32 | - |
| Net cash from/(used in) investment in non-financial assets (B) | 2,895 | -1,998 |
| NET EQUITY CASH INFLOWS/(OUTFLOWS) | ||
| Dividends declared | -899 | -758 |
| Purchase of treasury shares | -84 | -77 |
| Proceeds from exercise of rights under share-based incentive plans | 17 | 4 |
| Net equity cash inflows/(outflows)(C) | -966 | -831 |
| Increase/(Decrease) in cash and cash equivalents during year (A+B+C) | 2,888 | -1,840 |
| OTHER CHANGES IN NET DEBT/NET FUNDS | ||
| Change in fair value of hedging derivatives | 2 | -3 |
| Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) |
8 | -3 |
| Change in financial assets and liabilities arising from issuer substitution | - | -71 |
| Other changes in financial assets and liabilities | -13 | - |
| Other changes in net debt/net funds (D) | -3 | -77 |
| Change in net debt/net funds for year (A+B+C+D) | 2,885 | -1,917 |
| (Net debt)/Net funds at beginning of year | -1,031 | 886 |
| Net funds/(Net debt) at end of year | 1,854 | -1,031 |
(*) The reconciliation with the reported amounts in the statement of cash flows is provided in the section, "Reconciliation of Atlantia SpA's reclassified and statutory financial statements".

Reconciliations of the reclassified income statement, the reclassified statement of financial position and the statement of changes in net debt with the matching statutory financial statements are included below.
| €m | 2017 | |||||||
|---|---|---|---|---|---|---|---|---|
| Reconciliation of items | Reported basis | Reclassified basis | ||||||
| Ref. | Sub-items | Main entries | Ref. | Sub-items | Main entries | |||
| Operating revenue | 3 | 3 | ||||||
| TOTAL REVENUE | 3 | |||||||
| Total operating revenue | 3 | |||||||
| Raw and consumable materials | - | - | ||||||
| Service costs | -22 | -22 | ||||||
| Other operating costs | -8 | |||||||
| Lease expense | -1 | -1 | ||||||
| Other | -7 | -7 | ||||||
| Cost of materials and external services | -30 | |||||||
| Staff costs | -25 | |||||||
| Staff costs | -25 | |||||||
| Total net operating costs | -55 | |||||||
| Gross operating profit/(loss) (EBITDA) | -52 | |||||||
| Amortisation and depreciation | -1 | |||||||
| Depreciation of property, plant and equipment | - | |||||||
| Depreciation of investment property | -1 | |||||||
| Amortisation of other intangible assets | - | |||||||
| Amortisation, depreciation, impairment losses and reversals of impairment losses |
-1 | |||||||
| TOTAL COSTS | -56 | |||||||
| OPERATING PROFIT/(LOSS) | -53 | |||||||
| Operating profit/(loss) (EBIT) | -53 | |||||||
| Financial income | 2,956 | |||||||
| Dividends received from investees | 1,800 | 1,800 | ||||||
| Gains on sale in investments | 1,052 | 1,052 | ||||||
| Reversals of impairment losses on financial assets and investments | (m) | 12 | ||||||
| Other financial income | (a) | 92 | ||||||
| Financial expenses | -131 | |||||||
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
- | - | ||||||
| Impairment losses on investments | (n) | -4 | - | |||||
| Other financial expenses | (b) | -127 | ||||||
| Foreign exchange gains | (c) | - | ||||||
| Reversals of impairment losses/(Impairment losses) on investments | (m+n) | 8 | ||||||
| Other net financial income | (a+b+c) | -35 | ||||||
| FINANCIAL INCOME/(EXPENSES) | 2,825 | |||||||
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | 2,772 | 2,772 | ||||||
| Income tax (expense)/benefit | -50 | -50 | ||||||
| Current tax expense | -49 | |||||||
| Differences on tax expense for previous years | -1 | |||||||
| Deferred tax income and expense | - | |||||||
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | 2,722 | 2,722 | ||||||
| Profit/(Loss) from discontinued operations | - | - | ||||||
| PROFIT FOR THE YEAR | 2,722 | 2,722 |
| €m | 2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| Reconciliation of items | Reported basis | Reclassified basis | ||||||
| Ref. | Sub-items | Main entries | Ref. Sub-items |
Main entries | ||||
| Operating revenue | 2 | 2 | ||||||
| TOTAL REVENUE | 2 | |||||||
| Total operating revenue | 2 | |||||||
| Raw and consumable materials | - | - | ||||||
| Service costs | -12 | -12 | ||||||
| Other operating costs | -5 | |||||||
| Lease expense | -1 | -1 | ||||||
| Other | -4 | -4 | ||||||
| Cost of materials and external services | -17 | |||||||
| Staff costs | -21 | |||||||
| Staff costs | -21 | |||||||
| Total net operating costs | -38 | |||||||
| Gross operating profit/(loss) (EBITDA) | -36 | |||||||
| Amortisation and depreciation | -1 | |||||||
| Depreciation of property, plant and equipment | - | |||||||
| Depreciation of investment property | -1 | |||||||
| Amortisation of other intangible assets | - | |||||||
| Amortisation, depreciation, impairment losses and reversals of | -1 | |||||||
| impairment losses | ||||||||
| TOTAL COSTS | -39 | |||||||
| OPERATING PROFIT/(LOSS) | -37 | |||||||
| Operating profit/(loss) (EBIT) | -37 | |||||||
| Financial income | 1,440 | |||||||
| Dividends received from investees | 980 | 980 | ||||||
| Gains on sale in investments | ||||||||
| Reversals of impairment losses on financial assets and investments | (m) | - | - | |||||
| Other financial income | (a) | 460 | ||||||
| Financial expenses Financial expenses from discounting of provisions for construction services |
-485 | |||||||
| required by contract and other provisions | - | - | ||||||
| Impairment losses on investments | -31 | -31 | ||||||
| Other financial expenses | (b) | -454 | ||||||
| Foreign exchange gains Reversals of impairment losses/(Impairment losses) on investments |
(c) | - | ||||||
| Other net financial income | (a+b+c) | 6 | ||||||
| FINANCIAL INCOME/(EXPENSES) | 955 | |||||||
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | 918 | 918 | ||||||
| Income tax (expense)/benefit | 1 | 1 | ||||||
| Current tax expense | -6 | |||||||
| Differences on tax expense for previous years | 7 | |||||||
| Deferred tax income and expense | - | |||||||
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS Profit/(Loss) from discontinued operations |
919 - |
919 - |
||||||
| PROFIT FOR THE YEAR | 919 | 919 |
| €M | 31 December 2017 | 31 December 2016 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of items | Reported basis | Reclassified basis | Reported basis | Reclassified basis | |||||||
| Ref. | Main entries | Main entries Ref. |
Ref. | Main entries | Ref. | Main entries | |||||
| Non-current non-financial assets | |||||||||||
| Property, plant and equipment | (a) | 7 | 7 | (a) | 7 | 7 | |||||
| Investments Other non-current assets |
(b) (c) |
9,699 32 |
9,699 32 |
(b) (c) |
10,808 - |
10,808 - |
|||||
| Total non-current non-financial assets (A) | 9,738 | 10,815 | |||||||||
| Working capital | |||||||||||
| Trading assets | (d) | 10 | 10 | (d) | 5 | 5 | |||||
| Current tax assets Other current assets |
(e) (f) |
120 1 |
120 1 |
(e) (f) |
87 1 |
87 1 |
|||||
| Current provisions | (g) | -2 | -2 | (g) | -2 | -2 | |||||
| Trading liabilities Current tax liabilities |
(h) (i) |
-23 -152 |
-23 -152 |
(h) (i) |
-8 -81 |
-8 -81 |
|||||
| Other current liabilities | (j) | -23 | -23 | (j) | -25 | -25 | |||||
| Total working capital (B) | -69 | -23 | |||||||||
| Gross invested capital (C=A+B) | 9,669 | 10,792 | |||||||||
| Non-current non-financial liabilities | |||||||||||
| Non-current provisions Deferred tax liabilities, net |
(k) (l) |
-1 -14 |
-1 -14 |
(k) (l) |
-1 -12 |
-1 -12 |
|||||
| Other non-current liabilities | (m) | -5 | -5 | (m) | -2 | -2 | |||||
| Total non-current non-financial liabilities (D) | -20 | -15 | |||||||||
| NET INVESTED CAPITAL (E=C+D) | 9,649 | 10,777 | |||||||||
| Total equity (F) | 11,503 | 11,503 | 9,746 | 9,746 | |||||||
| Net debt/(net funds) | |||||||||||
| Non-current net debt/(net funds) | |||||||||||
| Non-current financial liabilities Non-current financial assets |
(n) (o) |
1,732 -617 |
1,732 -617 |
(n) (o) |
989 -1,333 |
989 -1,333 |
|||||
| Total non-current net debt/(net funds) (G) | 1,115 | -344 | |||||||||
| Current net debt/(net funds) | |||||||||||
| Current financial liabilities | (p) | 1,135 | 1,135 | (p) | 1,607 | 1,607 | |||||
| Short-term borrowings | 100 | 100 | 1,600 | 1,600 | |||||||
| Current portion of medium/long-term borrowings | 1,020 | 1,020 | 5 | 5 | |||||||
| Current derivative liabilities | 14 | 14 | 1 | 1 | |||||||
| Other current financial liabilities | 1 | 1 | 1 | 1 | |||||||
| Cash and cash equivalents | (q) | -3,093 | -3,093 | (q) | -219 | -219 | |||||
| Cash Cash equivalents |
-2,186 -900 |
-2,186 -900 |
-14 - |
-14 - |
|||||||
| Intercompany current account receivables due from related parties | -7 | -7 | -205 | -205 | |||||||
| Current financial assets | (r) | -1,011 | -1,011 | (r) | -13 | -13 | |||||
| Current derivative assets | -1 | -1 | - | - | |||||||
| Current portion of other medium/long-term financial assets Other current financial assets |
-1,001 -9 |
-1,001 -9 |
-4 -9 |
-4 -9 |
|||||||
| Total current (net funds)/net debt (H) | -2,969 | 1,375 | |||||||||
| Total (net funds)/net debt (I+G+H) | -1,854 | 1,031 | |||||||||
| NET DEBT AND EQUITY (L=F+I) | 9,649 | 10,777 | |||||||||
| Assets held for sale or related to discontinued operations | - | - | |||||||||
| Liabilities related to discontinued operations | - | - | |||||||||
| TOTAL NON-CURRENT ASSETS | (a+b+c-o) | 10,355 | (a+b+c-o) | 12,148 | |||||||
| TOTAL CURRENT ASSETS | (d+e+f-q-r) | 4,235 | (d+e+f-q-r) | 325 | |||||||
| TOTAL NON-CURRENT LIABILITIES | (-k-l-m+n) | 1,752 | (-k-l-m+n) | 1,004 | |||||||
| TOTAL CURRENT LIABILITIES | (-g-h-i-j+p) | 1,335 | (-g-h-i-j+p) | 1,723 |
Reconciliation of the statement of changes in net debt with the statement of cash flows
| €m | 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|---|
| Reconciliation of items | Note | Statement of cash flows | Changes in net debt | Statement of cash flows | Changes in net debt | |||
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ||||||||
| Profit for the year | 2,722 | 2,722 | 919 | 919 | ||||
| Adjusted by: | ||||||||
| Amortisation and depreciation | 1 | 1 | 1 | 1 | ||||
| (Reversals of impairment losses)/Impairment losses on investments | -8 | -8 | 31 | 31 | ||||
| (Gains)/Losses on sale of non-current assets | -1,052 | -1,052 | - | - | ||||
| Other non-cash (income)/costs | -750 | -750 | 3 | 3 | ||||
| Change in operating capital | (a) | 11 | 3 | |||||
| Other changes in non-financial assets and liabilities | (b) | 35 | 32 | |||||
| Change in working capital and other changes | (a+b) | 46 | 35 | |||||
| Net cash generated from/(used in) operating activities (A) | 959 | 959 | 989 | 989 | ||||
| NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETS | ||||||||
| Purchase of investments | -265 | -265 | -1,998 | -1,998 | ||||
| Proceeds from distribution of reserves by subsidiaries | 1,101 | 1,101 | ||||||
| Proceeds from sale of interests in investees | 2,091 | 2,091 | - | - | ||||
| Net change in other non-current assets | -32 | -32 | - | - | ||||
| Net change in current and non-current financial assets | (c) | -271 | 1,318 | |||||
| Net cash from/(used in) investment in non-financial assets (B) | (d) | 2,895 | -1,998 | |||||
| Net cash generated from/(used in) investing activities (C) | (c+d) | 2,624 | -680 | |||||
| NET EQUITY CASH INFLOWS/(OUTFLOWS) | ||||||||
| Purchase of treasury shares | -84 | -84 | -77 | -77 | ||||
| Dividends declared | (e) | -899 | -758 | |||||
| Proceeds from exercise of rights under share-based incentive plans | 17 | 17 | 4 | 4 | ||||
| Dividends paid | (f) | -899 | -758 | |||||
| Net equity cash inflows/(outflows) (D) | -966 | -831 | ||||||
| Net cash generated during the year (A+B+D) | 2,888 | -1,840 | ||||||
| Issuance of bonds | 1,731 | - | ||||||
| Redemption of bonds | - | -1,100 | ||||||
| Increase in short-term borrowings | 100 | 1,600 | ||||||
| Net change in other current and non-current financial liabilities | -1,574 | -176 | ||||||
| Net cash generated from/(used in) financing activities (E) | -709 | -507 | ||||||
| Change in fair value of hedging derivatives | (g) | 2 | -3 | |||||
| Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) | (h) | 8 | -3 | |||||
| Change in financial assets and liabilities arising from issuer substitution | (i) | - | -71 | |||||
| Other changes in financial assets and liabilities | (j) | -13 | - | |||||
| Other changes in net debt/net funds (F) | -3 | -77 | ||||||
| Change in net funds/net debt for the year (A+B+D+F) | 2,885 | -1,917 | ||||||
| (Net debt)/Net funds at beginning of year | -1,031 | 886 | ||||||
| Net funds/Net debt at end of year | 1,854 | -1,031 | ||||||
| Increase/(Decrease) in cash and cash equivalents during year (A+C+E) | 2,874 | -198 | ||||||
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 219 | 417 | ||||||
| NET CASH AND CASH EQUIVALENTS AT END OF YEAR | 3,093 | 219 |
Notes:

The Atlantia Group's operating segments are identified based on the information provided to and analysed by Atlantia's Board of Directors, which represents the Group's chief operating decision maker, when taking decisions regarding the allocation of resources and assessing performance. In particular, the Board of Directors assesses the performance of the business in terms of business segment and geographical area.
Following the consolidation of Aéroports de la Côte d'Azur (ACA) at the end of December 2016, a new operating segment to which the Group's overseas airport operations have been allocated is now presented. In addition to the companies controlled by ACA (the company that directly and indirectly operates the airports of Nice, Cannes-Mandelieu and Saint-Tropez and the international network of ground handlers, Sky Valet), this segment also includes the acquisition vehicle used in order to acquire ACA (Azzurra Aeroporti). As a result, the Group's new structure presents information for five main operating segments (Italian motorways, overseas motorways, Italian airports, overseas airports and a fifth operating segment including the Parent Company, Atlantia, and the other remaining activities).
The composition of the Atlantia Group's operating segments as at 31 December 2017 is as follows:
| MOTORWAYS | ITALIAN | OVERSEAS MOTORWAYS |
ITALIAN AIRPORTS |
OVERSEAS AIRPORTS |
ATLANTIA AND OTHER ACTIVITIES |
ADJUSTMENTS | CONSOLIDATION | TOTAL ATLANTIA GROUP(1) |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 (2) | 2017 | 2016 (2) | 2017 | 2016 | 2017 | 2016 | |
| REPORTED AMOUNTS | ||||||||||||||
| External revenue | 3,903 3,794 | 648 | 558 | 900 | 883 281 | - | 241 | 249 | - | - | 5,973 | 5,484 | ||
| Intersegment revenue | 42 | 47 | - | 1 | 1 | 1 | - | - | 505 | 403 | -548 | -452 | - | - |
| Total operating revenue | 3,945 3,841 | 648 | 559 | 901 | 884 | 281 | - | 746 | 652 | -548 | -452 | 5,973 | 5,484 | |
| EBITDA | 2,453 2,384 | 483 | 422 | 550 | 532 | 95 | -10 | 83 | 50 | - | - | 3,664 | 3,378 | |
| Operating cash flow | 1,638 1,632 | 391 | 340 | 429 | 387 | 62 | -6 | 20 | 47 | - | - | 2,540 | 2,400 | |
| Capital expenditure | 556 | 718 | 183 | 177 | 207 | 445 | 27 | - | 75 | 78 | 2 | 4 | 1,050 | 1,422 |
| ADJUSTED AMOUNTS | ||||||||||||||
| Adjusted EBITDA | 2,453 2,384 | 581 | 513 | 550 | 532 | 95 | -10 | 83 | 50 | - | - | 3,762 | 3,469 | |
| Adjusted operating cash flow | 1,638 1,632 | 437 | 379 | 429 | 387 | 62 | -6 | 20 | 47 | - | - | 2,586 | 2,439 |
(1) A description of the principal amounts in the consolidated income statement and statement of financial position and the related changes is provided in the section, "Group financial review".
(2) Amounts for 2016 in the "Overseas airports" segment include the contribution of Azzurra Aeroporti, the parent of Aéroports de la Côte D'Azur" from the end of 2016, classified in "Atlantia and other activities" in the consolidated financial statements for the year ended 31 December 2016.
Key performance indicators by operating segment
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| INCREASE/(DECREASE) 2017 2016 ABSOLUTE % Italian motorways Autostrade per l'Italia 3,621 3,527 94 3% Autostrade Tech 59 60 -1 -2% Autostrade Meridionali 92 85 7 8% Tangenziale di Napoli 70 71 -1 -1% Società Italiana per il Traforo 62 57 5 9% del Monte Bianco Società Autostrada Tirrenica 40 38 2 5% Infoblu 5 6 -1 -17% Essediesse 27 27 - n/s Raccordo Autostradale Valle d'Aosta 20 19 1 5% Giove Clear 12 12 - n/s Ad Moving 7 8 -1 -13% Catterik - - - n/s 1% Intersegment adjustments -70 -69 -1 Total Italian motorways 3,945 3,841 104 3% Overseas motorways Rodovia das Colinas 139 122 17 14% Triangulo do Sol 126 109 17 16% Rodovia MG050 34 28 6 21% AB Concessões 6 5 1 20% Soluciona Concervacao Rodoviaria 5 4 1 25% Total Brazil 310 268 42 16% Costanera Norte 126 103 23 22% Gestion Vial 62 46 16 35% Los Lagos 29 26 3 12% Autopista Nororiente 7 6 1 17% Grupo Costanera 5 3 2 67% Litoral Central 3 3 - n/s AMB 2 1 1 n/s Nueva Vespucio Sur () 103 92 11 12% Operalia 1 - 1 n/s Total Chile 338 280 58 21% Stalexport Autostrady group 76 68 8 12% Autostrade dell'Atlantico (*) - - - n/s Autostrade Indian Infrastructure 1 1 - n/s Total Poland and other 77 69 8 12% 33% Intersegment adjustments -77 -58 -19 Total overseas motorways 648 559 89 16% Italian airports Gruppo Aeroporti di Roma 900 882 18 2% Fiumicino Energia 6 5 1 20% Leonardo Energia 21 21 - n/s Intersegment adjustments -26 -24 -2 8% Total Italian airports 901 884 17 2% Overseas airports ACA group 281 - 281 n/s Azzurra Aeroporti - - - n/s - - - n/s Intersegment adjustments - Total overseas airports 281 - 281 n/s Atlantia and other activities Pavimental 397 300 97 32% Spea Engineering 110 124 -14 -11% ETC 60 64 -4 -6% Pavimental Polska 9 9 - n/s Atlantia 3 2 1 50% Telepass 172 158 14 9% Telepass pay 1 - 1 n/s Intersegment adjustments -6 -5 -1 20% Total Atlantia and other activities 746 652 94 14% Consolidation adjustments -548 -452 -96 21% Total Atlantia Group 5,973 5,484 489 9% |
€M | OPERATING REVENUE | |||||
|---|---|---|---|---|---|---|---|
(*) The alternative performance indicators presented above are defined in the section, "Alternative performance indicators".
(**) The figures for this company for 2016 include amounts for Vespucio Sur until the date of its merger with and into Nueva Vespucio Sur at the endof 2016.
(***) This is a holding company that holds investments in overseas companies.

| EBITDA (*) | CAPITAL EXPENDITURE (*) | ||||||
|---|---|---|---|---|---|---|---|
| 2017 | 2016 | INCREASE/(DECREASE) | 2017 | 2016 | INCREASE/(DECREASE) | ||
| ABSOLUTE | % | ABSOLUTE | % | ||||
| 2,308 2,243 10 |
9 | 65 1 |
3% 11% |
530 2 |
672 1 |
-142 1 |
-21% n/s |
| 36 | 32 | 4 | 13% | 2 | - | 2 | n/s |
| 26 | 28 | -2 | -7% | 13 | 13 | - | n/s |
| 40 | 38 | 2 | 5% | 3 | 2 | 1 | 50% |
| 22 | 22 | - | n/s | 5 | 28 | -23 | -82% |
| 1 | 2 | -1 | -50% | 1 | 1 | - | n/s |
| 2 | 2 | - | n/s | - | - | - | n/s |
| 7 | 7 | - | n/s | - | 1 | -1 | n/s |
| 1 - |
1 - |
- - |
n/s n/s |
- - |
- - |
- - |
n/s n/s |
| - | - | - | n/s | - | - | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 2,453 | 2,384 | 69 | 3% | 556 | 718 | -162 | -23% |
| 109 | 90 | 19 | 21% | 17 | 22 | -5 | -23% |
| 89 | 81 | 8 | 10% | 17 | 13 | 4 | 31% |
| 16 | 12 | 4 | 33% | 29 | 28 | 1 | 4% |
| -3 | -2 | -1 | 50% | - | - | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 211 | 181 | 30 | 17% | 63 | 63 | - | n/s |
| 98 | 81 | 17 | 21% | 75 | 82 | -7 | -9% |
| 14 | 14 | - | n/s | 1 | 4 | -3 | -75% |
| 16 | 16 | - | n/s | - | - | - | n/s |
| 3 | 1 | 2 | n/s | 24 | 13 | 11 | 85% |
| - | -1 | 1 | n/s | - | - | - | n/s |
| -1 | -1 | - | n/s | - | - | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 89 | 79 | 10 | 13% | 10 | 6 | 4 | 67% |
| - | - | - | n/s | - | - | - | n/s |
| 219 | 189 | 30 | 16% | 110 | 105 | 5 | 5% |
| 57 | 52 | 5 | 10% | 10 | 9 | 1 | 11% |
| -4 | - | -4 | n/s | - | - | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 53 | 52 | 1 | 2% | 10 | 9 | 1 | 11% |
| - | - | - | n/s | - | - | - | n/s |
| 483 | 422 | 61 | 14% | 183 | 177 | 6 | 3% |
| 546 | 529 | 17 | 3% | 206 | 445 | -239 | -54% |
| 4 | 3 | 1 | 33% | 1 | - | 1 | n/s |
| - | - | - | n/s | - | - | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 550 | 532 | 18 | 3% | 207 | 445 | -238 | -53% |
| 97 | - | 97 | n/s | 27 | - | 27 | n/s |
| -2 | -10 | 8 | -80% | - | - | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 95 | -10 | 105 | n/s | 27 | - | 27 | n/s |
| 51 | -40 | 91 | n/s | 29 | 39 | -10 | -26% |
| 15 | 29 | -14 | -48% | 5 | 3 | 2 | 67% |
| 4 | 6 | -2 | -33% | 14 | 10 | 4 | 40% |
| 1 | 1 | - | n/s | - | - | - | n/s |
| -82 98 |
-36 91 |
-46 7 |
n/s 8% |
- 25 |
- 26 |
- -1 |
n/s -4% |
| -4 | -1 | -3 | n/s | 2 | - | 2 | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 83 | 50 | 33 | n/s | 75 | 78 | -3 | -4% |
| - | - | - | n/s | 2 | 4 | -2 | n/s |
| 3,664 | 3,378 | 286 | 8% | 1,050 | 1,422 | -372 | -26% |
The Group's Italian motorway operations generated operating revenue of €3,945 million in 2017, an increase of €104 million (3%) compared with 2016.
Net toll revenue of €3,590 million is up €107 million on 2016. The increase is primarily due to traffic growth (boosting toll revenue by an estimated €82 million, taking into account the positive impact of the traffic mix (1) ) and application of annual toll increases (up €19 million, above all reflecting a 0.64% increase in tolls at Autostrade per l'Italia).
EBITDA for the Italian motorways segment in 2017 amounts to €2,453 million, up €69 million (3%) on 2016.
Net operating costs are up approximately €35 million, primarily reflecting:
Traffic on the Group's Italian network in 2017 is up 2.2% compared with the previous year. The number of kilometres travelled by vehicles with 2 axles is up 1.8%, with the figure for those with 3 or more axles up 4.7%.
After excluding the leap-year effect, traffic is estimated to have risen 2.4% in 2017 compared with 2016.
(1) Reflecting the different rates of increase for traffic in the individual categories of vehicle.
| KM TRAVELLED (IN MILLIONS) | ||||||
|---|---|---|---|---|---|---|
| OPERATOR | VEHICLES WITH 2 AXLES |
VEHICLES WITH 3+ AXLES |
TOTAL VEHICLES |
% CHANGE VERSUS 2016 |
2017 | |
| Autostrade per l'Italia | 41,473 | 6,442 | 47,915 | 2.2 | 45,987 | |
| Autostrade Meridionali | 1,665 | 37 | 1,702 | 2.8 | 90,364 | |
| Tangenziale di Napoli | 882 | 46 | 928 | -0.5 | 125,842 | |
| Autostrada Tirrenica (2) | 282 | 26 | 308 | 4.5 | 18,596 | |
| Raccordo Autostradale Valle d'Aosta | 96 | 21 | 117 | 4.6 | 10,023 | |
| Società Italiana per il Traforo del Monte Bianco | 8 | 4 | 12 | 5.1 | 5,562 | |
| Total Italian operators | 44,408 | 6,575 | 50,982 | 2.2 | 46,411 |
(1) ATVD - Average theoretical vehicles per day, equal to number of kilometres travelled/journey length/number of days.
(2) The 15-km Civitavecchia-Tarquinia section was opened to traffic at the end of March 2016.
Autostrade per l'Italia, the Group's principal motorway operator, applied a toll increase of 0.64% from 1 January 2017(2) .
Information on the toll increases applied by the Group's other Italian motorway operators is provided in the section, "Significant regulatory aspects".
Autostrade per l'Italia is in the process of implementing a programme of investment in major infrastructure projects under the original Agreement of 1997 and the IV Addendum of 2002, totalling €15.6 billion. Projects with a value of €9.7 billion have been completed as at 31 December 2017, with the opening to traffic of 432 km of new lanes.
The purpose of this investment is to increase the capacity of the existing motorway network on the country's principal arteries, in order to improve traffic flow, road safety and service quality. In addition to the above programme, Autostrade per l'Italia's new Single Concession Arrangement of 2007 also envisages further investment totalling €7 billion, via:
(2) The increase for 2016 includes: 0.0% for inflation; 0.62% to provide a return capital expenditure via the "X" tariff component; and 0.02% to provide a return on investment via the "K" tariff component.
| TOTAL KM | VALUE OF PROJECT (€bn) |
KM OPENED TO |
||
|---|---|---|---|---|
| TOTAL (1) | COMPLETED (2) | TRAFFIC | ||
| Autostrade per l'Italia | ||||
| Agreement of 1997 | 232 | 7.1 | 6.0 | 199 |
| IV Addendum 2002 | 275 | 8.5 | 3.7 | 233 |
| Single Arrangement 2007 | 325 | (3) 5.0 |
0.0 | - |
| Other projects Agreement of 1997 | - | 2.0 | 0.4 | - |
| Total | 832 | 22.6 | 10.1 | 432 |
| Subsidiaries | ||||
| Raccordo Autostradale Valle d'Aosta | 12 | 0.4 | 0.4 | 12 |
| Autostrade Meridionali | 20 | 0.5 | 0.5 | 20 |
| Autostrada Tirrenica | 59 | 0.8 | 0.2 | 19 |
| Total | 91 | 1.8 | 1.2 | 51 |
| Total investment in major works | 923 | 24.4 | 11.4 | 484 |
(1) Total cost of carrying out the works, as assessed at 31 December 2016, including the base bid price (net of tender or agreed price reductions), available funds, recognised reserves and early completion bonuses. The value of works under the Arrangement of 1997 is net of an amount included in "Other investment".
(2) Excludes capitalised costs (financial expenses and staff costs).
(3) At the end of 2016, in accordance with the Grantor, following an integrated assessment of transport needs and competitiveness, 8 upgrade projects were identified as being "priority" in nature. The upgrades regard approximately 150 km of Autostrade per l'Italia's network and will cost approximately €2.4 billion to carry out.
Autostrade Meridionali and Raccordo Autostradale Valle d'Aosta have completed their planned investment in major works under their respective concession arrangements.
Autostrada Tirrenica opened the new section of motorway between Civitavecchia and Tarquinia to traffic in 2016. Completion of the remaining section from Tarquinia to Livorno is still at the planning stage and, at the end of 2017, a related financial plan was sent to the Grantor for initial examination. This only envisages construction of the section from Tarquinia to Ansedonia, plus an extra-urban link road between Ansedonia and Orbetello Scalo (amounting to a total estimated investment of approximately €0.6 billion). This project is subject to fulfilment of the related technical and financial conditions and receipt of the necessary consents, to be verified together with execution of a memorandum of understanding and an addendum to the Concession Arrangement, which is to include a viable financial plan.
Capital expenditure at the Group's Italian motorway operators in 2017 amounts to €556 million.
| (€M) | 2017 | 2016 |
|---|---|---|
| Autostrade per l'Italia -projects in Agreement of 1997 | 214 | 305 |
| Autostrade per l'Italia - projects in IV Addendum of 2002 | 71 | 169 |
| Autostrade per l'Italia: other capital expenditure (including capitalised costs) | 209 | 161 |
| Other operators (including capitalised costs) | 23 | 42 |
| Total investment in infrastructure operated under concession | 517 | 677 |
| Investment in other intangible assets | 21 | 17 |
| Investment in property, plant and equipment | 18 | 24 |
| Total capital expenditure | 556 | 718 |
With regard to the works envisaged in the Agreement of 1997, work continued in 2017 on widening the A1 between Barberino and Florence North to three lanes, with mechanical boring of the new Santa Lucia Tunnel currently under way.
Work is also continuing on completion of the Variante di Valico (opened to traffic at the end of 2015), relating solely to off carriageway works, the Florence North-Florence South section of the A1 and Lot 1 North on the A1 between Florence South and Incisa, which is being widened to three lanes.
The Galluzzo bypass on the A1 was opened to traffic in May and the "Villa Costanza" park-and-ride facility on the A1 near to Scandicci was opened in June.
In terms of the works contained in the IV Addendum of 2002, work on construction of link roads serving the A14 motorway and on mitigation works in the Municipality of Fano proceeded in 2017, as did work on completing off carriageway works for the previously opened sections between Cattolica and Fano and between Senigallia and Ancona South. The new A4-A13 link road in the vicinity of the Padua Industrial Park toll station was also opened to traffic in September.
Finally, on 7 September 2017, the Grantor approved the Final Design for the upgrade of the road and motorway system serving Genoa (the so-called "Gronda di Ponente"), which is due to cost an estimated €4.3bn and take approximately 10 years to complete from the time that work begins. Work on the executive design for the various lots that make up the project is now in progress.
Autostrade per l'Italia's other capital expenditure includes approximately €76 million invested in major works, primarily construction of the fourth free-flow lane for the A4 in the Milan area, landscaping work on the Barberino-Florence North section and design work and surveys carried out in preparation for work on the Bologna Interchange.
The new "Foggia Industrial Park" and "Sasso Marconi North" junctions on the A14 and A1, respectively, opened to traffic in December.

| STATUS AS AT 31 DECEMBER 2017 | KM COVERED BY PROJECT (KM) |
VALUE OF PROJECT(a) (€M) |
KM OPENED TO TRAFFIC AS AT 31 DECEMBER 2017 (KM) |
STAGE OF COMPLETION AS AT 31 DECEMBER 2017(b) (€M) |
|||
|---|---|---|---|---|---|---|---|
| Autostrade per l'Italia: Arrangement of 1997 | |||||||
| 1 1 |
A8 | 3rd and 4th lanes Milan-Gallarate | Completed | 28.7 | 65 | 28.7 | 65 |
| 2 2 |
A1 | 4th lane Modena-Bologna | Completed (1) | 31.6 | 178 | 31.6 | 146 |
| 2 2 |
A14 | 3rd lane Bologna Ring Road | Completed (2) | 13.7 | 59 | 13.7 | 59 |
| 3 3 |
A1 | 3rd lane Casalecchio - Sasso Marconi | Completed | 4.1 | 82 | 4.1 | 82 |
| 4 4 |
A1 | Variante di Valico | Completed/in progress (3) | 58.7 | 4,304 | 58.7 | 4,154 |
| 4 4 |
A1 | 3rd lane Barberino - Incisa | Work in progress/completed (4) | 57.2 | 2,186 | 24.4 | 1,277 |
| 5 5 |
A1 | 3rd lane Orte - Rome North | Completed | 37.8 | 191 | 37.8 | 191 |
| Other projects | Work in progress/completed | 22 | n/a | 22 | |||
| Total projects under Arrangement of 1997 | 231.8 | 7,087 | 199.0 | 5,997 | |||
| Projects included in IV Addendum of 2002 | |||||||
| 11 11 |
A1 | 3rd lane Fiano R. - Settebagni and Castelnuovo di Porto junction | Completed | 15.9 | 144 | 15.9 | 125 |
| 8 8 |
A4 | 4th lane Milan East - Bergamo | Completed | 33.6 | 513 | 33.6 | 513 |
| 6 6 |
A8 | 5th lane Milan - Lainate | Work in progress (5) | 4.4 | 197 | 2.2 | 59 |
| 6 6 |
A9 | 3rd lane Lainate - Como Grandate | Completed | 23.2 | 359 | 23.2 | 307 |
| 10 10 |
A14 | 3rd lane Rimini North - Porto Sant'Elpidio | Completed | 154.7 | 2,537 | 154.7 | 2,232 |
| 9 9 |
A7/A10/A12 Genoa Bypass (plus other works) | Final design approved (6) | 39.7 | 4,347 | - | 89 | |
| 7 7 |
A8 | Link road for New Milan Exhibition Centre | Completed | 3.8 | 87 | 3.8 | 86 |
| Other projects | Work in progress/completed (7) | 356 | n/a | 246 | |||
| Total projects under IV Addendum of 2002 | 275.3 | 8,540 | 233.4 | 3,658 | |||
| Other Group motorway operators | |||||||
| 12 12 |
A5 | RAV new Morgex- Entreves section | Completed | 12.4 | 430 | 12.4 | 422 |
| 13 13 |
A3 | Autostrade Meridionali, 3rd lane Naples-Pompei East/Scafati (c) | Work in progress/completed | 20.0 | 545 | 20.0 | 542 |
| 14 14 |
A12 | Autostrada Tirrenica | Work in progress/to be approved (8) | 58.7 | 817 | 19.0 | 243 |
| Total projects of other operators | 91.1 | 1,792 | 51.4 | 1,207 | |||
| Total investment in major works | 598.2 | 17,418 | 483.8 | 10,861 |
(a) Total cost of carrying out the works, as assessed at 31 December 2016, including the base bid price (net of tender or agreed price reductions), available funds, recognised reserves and early completion bonuses. The value of works under the Arrangement of 1997 is net of an amount included in "Other investment".
(b) Excludes capitalised costs (financial expenses and staff costs).
(c) The concession held by Autostrade Meridionali expired on 31 December 2012. As requested by the Grantor, from 1 January 2013 the company has continued to be responsible for day-to-day operation of the motorway, including completion of the investment plan, whilst awaiting the transfer of the concession to the new operator subject to inclusion of the related costs in the value of its takeover right.
(1) Includes construction of the Modena Ring Road, a work requested by local authorities and awaiting approval from the Services Conference.
(2) Total investment of €247 million, of which €59 million in the Major Works Plan of 1997 and €188 million in "Other investment" in the Arrangement of 1997.
(3) Work is in progress on off carriageway works, landscaping and completion of the new Rioveggio junction.
(4) Work on the Barberino-Florence North section is in progress; the executive design for lot 2 of the Florence South-Incisa section was approved in March 2017, whilst work on lot 1 is in progress.
(5) Work is nearing completion on lot 1 and the tender procedure for lot 2 is in progress.
(6) The portion of the works completed relates to design of the Genoa Bypass and construction of the San Benigno Interchange, and includes noise abatement work in the Prà Palmaro area, the design for which is in the progress of being approved.
(7) The tender procedure is underway for the Maddaloni junction; work is in progress on the Tunnel Safety Plan; and work on the new A4/A13 interchange at the Padua Industrial Park toll station has been completed.
(8) Work is in progress on external roads for lot 6A of the Civitavecchia-Tarquinia.
In 2017, the Ministry of Infrastructure and Transport conducted a project review for the road running down the Thyrrenian coast (the "Thyrrenian corridor"), which envisages construction of the Tarquinia–Ansedonia section of motorway by Autostrada Tirrenica and the widening to four lanes of the existing dual carriageway (the SS 1) from Ansedonia to Orbetello Scalo by the same company. Work on the remaining section, from Orbetello Scalo to San Pietro in Palazzi, would be the sole responsibility of ANAS SpA.
The Interministerial Economic Planning Committee, at the session held on 22 December 2017, received the "report on the process of modifying the proposed project for completion of Thyrrenian corridor".
Discussions are ongoing with the Grantor to assess the administrative and financial feasibility of the new solution.
The overseas motorways segment generated operating revenue of €648 million in 2017, up €89 million (16%) on 2016. At constant exchange rates, operating revenue is up €59 million (11%), reflecting toll increases applied by operators and traffic growth.
EBITDA of €483 million for 2017 is up €61 million (14%) on 2016. At constant exchange rates, EBITDA is up €41 million (10%).
Breakdown of reported EBITDA for the overseas motorway segment (by geographical area)

Chilean operators' operating revenue for 2017 amounts to €338 million, up €58 million (21%) on 2016. At constant exchange rates, operating revenue is up €51 million (18%), having benefitted from traffic growth and the toll increases that came into effect from January 2017 (1). 3
EBITDA of €219 million is up €30 million (16%) compared with 2016. At constant exchange rates, EBITDA is up €25 million (13%). This partly reflects an increase in the cost of maintenance and resurfacing work at Los Lagos.
(1) Further details of the toll increases applied by the Chilean operators are provided in the section, "Significant regulatory aspects".

| KM TRAVELLED (IN MILLIONS) OPERATOR |
|||
|---|---|---|---|
| 2017 | 2016 % CHANGE | ||
| Grupo Costanera | |||
| Costanera Norte | 1,265 | 1,199 | 5.5% |
| Nororiente | 94 | 89 | 6.1% |
| Vespucio Sur | 971 | 939 | 3.4% |
| Litoral Central | 128 | 121 | 6.4% |
| AMB | 27 | 24 | 9.6% |
| Los Lagos (1) | 769 | 734 | 4.8% |
| Total | 3,255 | 3,106 | 4.8% |
(1) In terms of the number of journeys, traffic is up 4.7%.
Traffic on the motorways operated by the Group's Chilean operators in 2017, measured in terms of kilometres travelled, rose by a total of 4.8%. After adjusting for the leap-year effect, the increase in traffic is 5.1%.
The Chilean operators invested a total of €110 million in 2017. In this regard:
On 28 July 2017, Atlantia, through its Chilean subsidiary, Grupo Costanera, was awarded the concession for the Américo Vespucio Oriente Príncipe de Gales - Los Presidentes (AVO II) project. The AVO II project regards the construction and operation of a section of urban motorway in the city of Santiago, consisting of a 5.2-km long tunnel using a free-flow tolling system. The AVO II section is located in the eastern section of Santiago's orbital motorway and is a continuation of the section operated under concession by Vespucio Sur, a wholly owned subsidiary of Grupo Costanera. The project is expected to cost approximately €500 million.
(2) The amounts for already completed works are converted using the average exchange rate for the relevant year; amounts for future works are converted using the average exchange rate for 2017.
Operating revenue for 2017 amounts to €310 million, up €42 million (16%) on 2016. At constant exchange rates, operating revenue is up €22 million (8%), having benefitted from a recovery in traffic with respect to 2016 and the toll increases applied under the various concession arrangements. EBITDA of €211 million is up €30 million (17%) compared with 2016. At constant exchange rates, EBITDA is up €16 million (9%).
| OPERATOR | KM TRAVELLED (IN MILLIONS) | |||
|---|---|---|---|---|
| 2017 | 2016 % CHANGE | |||
| Triangulo do Sol | 1,435 | 1,404 | 2.2% | |
| Rodovias das Colinas | 2,001 | 1,972 | 1.5% | |
| Rodovia MG050 | 843 | 809 | 4.2% | |
| Total | 4,279 | 4,185 | 2.3% |
Traffic on the network operated by the Group's Brazilian operators rose 2.3% in terms of kilometres travelled in 2017. After adjusting for the leap-year effect, the increase in traffic in Brazil is 2.5%. Toll revenue at Triangulo do Sol and Rodovias das Colinas, which operate in the State of Sao Paulo, reflects both the annual toll increase applied from 1 July 2016 and the increase that came into effect from 1 July 2017. Rodovia MG050, in the State of Minas Gerais, applied the toll increases for 2016 from 1 February 2017 and those relating to 2017 from 13 June 2017 (3) . 5 Capital expenditure amounted to €63 million in 2017.
The Stalexport Autostrady group's operating revenue for 2017 amounts to €76 million, an increase of €8 million (12%) compared with 2016. At constant exchange rates, revenue is up €6 million (9%), having benefitted from traffic growth and the toll increases for heavy vehicles applied from March 2017. EBITDA of €57 million is up €5 million (10%) on 2016. At constant exchange rates, EBITDA is up €4 million (8%).
(3) Further details of the toll increases applied by the Brazilian operators are provided in the section, "Significant regulatory aspects".

| KM TRAVELLED (IN MILLIONS) OPERATOR |
|||||
|---|---|---|---|---|---|
| 2017 | 2016 | % CHANGE | |||
| Stalexport Autostrada Malopolska | 959 | 908 | 5.6% |
The Polish operator, Stalexport Autostrada Malopolska, registered a 5.6% increase in traffic, in terms of kilometres travelled, in 2017. After adjusting for the leap-year effect, the increase in traffic is 5.9%. Tolls for heavy vehicles were increased by 1.9%(4) 6 from 1 March 2017, rising from 16.5 to 18.0 zlotys for vehicles with up to 3 axles and from 26.5 to 30.0 zlotys for those with more than 3 axles.
(4) The weighted average increase based on the distribution of traffic in the first quarter of 2015 (in terms of km travelled) over the three classes of vehicle.
The Italian airports business generated operating revenue of €901 million in 2017, an increase of €17 million (2%) compared with the previous year.
Aviation revenue of €640 million is up €4 million (1%) on 2016, primarily reflecting the increase in airport fees applied from 1 March of each year.
Other operating income of €261 million is up €13 million (5%) on 2016, primarily reflecting the positive performance of non-aviation revenue following the opening, at the end of 2016, of the retail plaza in Boarding Area E, as well as the positive performance of the sub-concession of space. This item also reflects that fact that, in 2016, the Group recognised insurance proceeds covering the additional expenses and the cost of rebuilding and salvage operations incurred as a result of the fire that affected Terminal 3 in 2015.
EBITDA of €550 million is up €18 million (3%) on the previous year. In addition to the increase in revenue, the performance of EBITDA also reflects the following:
The Roman airport system handled 47 million passengers in 2017, marking a slight 0.6% decline compared with the previous year. After adjusting for the leap-year effect, traffic in 2017 is broadly in line with the previous year.
The EU segment, representing 51% of total traffic, is up 0.3% on the previous year, whilst the Non-EU segment is up 6.4%, primarily due to long-haul traffic.
This reflects the following performance by geographical area:

• Far East up 12.2%, thanks to an increase in the frequency and capacity of flights to Seoul (Korean Air and Asiana: South Korean airlines) and Alitalia's launch of flights to Malé and Delhi at the end of 2017.
The Domestic segment, in contrast, is down 8.1%, partly due to a decline in operations at Alitalia, which is currently in extraordinary administration.
The reorganisation of Alitalia's network has, moreover, resulted in a reduction in transit passengers using Fiumicino.

-10
0
10
20
30
40
50
Aeroporti di Roma continues to be committed to the construction of new infrastructure for Leonardo da Vinci airport, with the aim of ensuring sufficient capacity to meet future demand and achieving continuous improvements in the level of service offered to passengers.
By 2021, the airport's capacity is expected to be in excess of 50 million passengers a year, in line with other major European airports. In addition to upgrading airside infrastructure, the investment plan is focusing on expansion of the various terminals.
After the opening of the new retail plaza in Terminal 3 and the new boarding area E in the western area of the airport (primarily earmarked for non-Schengen international traffic), major infrastructure works in the Eastern area have been planned for the coming years (primarily for domestic and Schengen flights). This will include:

Capital expenditure totalled €207 million in 2017. Work on the upgrade of Runway 1 at Fiumicino was completed, as was the internal upgrade and refurbishment of Terminals 1 and 3, in readiness for the transfer of high-risk flights, finishing work and complementary works for boarding area E and Phase 1 of the Western aprons project. work began on the new boarding area A and a new wing of Terminal 1. Work continued on flood defences for the western area, on Phase 2 of the Western aprons and the Piazzali 300 ("300 Aprons") project, on the new transformer substation (HV/MV), and on the new electricity system serving the runways. At Ciampino airport, work on the upgrade of the General Aviation Terminal was completed.
92
| €M | 2017 | 2016 |
|---|---|---|
| T3 wing and boarding area E | 23 | 195 |
| Work on baggage handling sub-systems and airport equipment | 12 | 55 |
| Work on terminals and piers | 44 | 61 |
| Work on technical systems and networks | 24 | 33 |
| Work on runways and aprons | 58 | 21 |
| Other | 46 | 81 |
| TOTAL CAPITAL EXPENDITURE | 207 | 445 |
The Group's overseas airports segment generated operating revenue of €281 million in 2017. Aviation revenue of €159 million primarily consists of fees earned by the airports of Nice, Cannes and Saint-Tropez, in addition to the contribution from the Sky Valet FBO network. Other operating income amounts to €122 million. EBITDA totals €95 million.
Nice airport handled 13.3 million passengers in 2017, marking an increase of 7.1% compared with the previous year. After adjusting for the leap-year effect, the increase is approximately 7.3%. In terms of general aviation, movements were up 5.2%(1) in 2017. 7
(millions of pax and change 2017 vs 2016)

The Aéroports de la Côte d'Azur group's capital expenditure amounts to €27 million for 2017. Initiatives designed to expand capacity amount to €20 million and include work on increasing the retail offering, expanding the capacity of Terminal 2, work on the tram line to Nice airport and improvements to aircraft aprons.
The Aéroports de la Côte d'Azur group invested a further €7 million in the upgrade of airport infrastructure, primarily runways and taxiways, to comply with EASA regulations. The group also acquired security equipment and carried out work designed to ensure security in the area of the airport open to the public.
(1) The figures refer to the airports of Nice, Cannes and Saint-Tropez.

Spea Engineering operates in Italy and overseas, supplying engineering services involved in the design, project management and controls connected to the upgrade and maintenance of motorway and airport infrastructure. Operating revenue for 2017 amounts to €110 million, marking a reduction of €14 million compared with 2016. This primarily reflects a reduction in project management following the closure of construction sites and the production of final statements and a slowdown in airport projects. 90% of the company's total revenue during the period was earned on services provided to the Group. EBITDA for 2017 amounts to €15 million, down €14 million on 2016.
The company operates primarily in Italy, providing the Group with motorway and airport maintenance services, and carries out major infrastructure works for the Group and external customers. Operating revenue for 2017 amounts to €397 million, up €97 million on 2016. This primarily reflects the impact of a settlement agreed with Autostrade per l'Italia with regard to contracts for the Barberino-Florence North section of motorway. Revenue, before extraordinary items, is up approximately €15 million due to the increased volume of infrastructure work awarded by ADR and Autostrade per l'Italia. EBITDA, which is directly influenced by the growth in revenue, amounts to €51 million, marking an increase of €91 million on the previous year.
Telepass, the company responsible for operating electronic tolling systems and the supplier, in Italy and overseas, of other transport-related payment systems, generated operating revenue of €172 million in 2017, marking an increase of €14 million compared with 2016. This is primarily represented by Telepass fees of €108 million, Viacard subscription fees of €21 million and payments for Premium services of €24 million.
The company's EBITDA for 2017 is €98 million, marking an increase of €7 million on 2016. As at 31 December 2017, there are 9,628,715 Telepass devices in circulation (up approximately 324,000 compared with 31 December 2016), whilst the number of subscribers of the Premium Option total 2,056,743 (up approximately 66,000 compared with 31 December 2016).
A new company named Telepass Pay SpA was established on 11 November 2016. The company, a wholly owned subsidiary of Telepass SpA, has been set up to expand to the offering of payment services linked to both urban and inter-city transport.
On 20 June 2017, Telepass Pay received authorisation from the Bank of Italy to operate as an electronic money institution, with its first services being introduced in July 2017, with the launch of payment services for fuel and parking.
Electronic Transaction Consultants (ETC) is the leading US provider of systems integration, hardware and software maintenance, customer services and consultancy in the field of free-flow electronic tolling systems, including in combination with traditional methods of tolling (cash and cards). ETC generated operating revenue of €60 million in 2017, down €4 million compared with 2016. EBITDA of approxiumately €4 million is down approximately €2 million on the figure for 2016.
The Group's innovation, research and development activities aim to offer innovative, technologically advanced solutions designed to improve service quality and infrastructure efficiency, and minimise the impacts of activities right from the start of the design process.
These activities, some of which are long-term in nature, are undertaken by Group companies, and sometimes in collaboration with national and international research centres and universities. Many projects were carried out in 2017, some of which were co-financed at EU and national level.
The main activities carried out in 2017 include:
EU-funded projects include the following:
Group companies' total expenditure on innovation, research and development in 2017 amounts to €21 million. This sum represents the total amount spent by the Group on research and development, including operating costs, staff costs and capital expenditure.
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As at 31 December 2017, the Group employs 15,394 staff on permanent contracts and 1,351 temporary staff, resulting in a total workforce of 16,745, including 12,718 in Italy and 4,027 at overseas companies. This is up 907 on the 15,838 of 31 December 2016.
The increase in permanent staff at 31 December 2017 compared with the end of 2016 (up 810) primarily reflects events at the following Group companies:
The number of temporary staff at 31 December 2017 has risen compared with the end of 2016 (up 97), primarily reflecting events at the following Group companies:
The average workforce (including agency staff) is up from 14,997 in 2016 to 15,979 in 2017, marking an increase of 982 on average (up 7%).
This increase primarily reflects:
Information on the performance of staff costs is provided in the "Group financial review".

| CATEGORY | 31 December 31 December 2017 2016 |
INCREASE/(DECREASE) | ||
|---|---|---|---|---|
| ABSOLUTE | % | |||
| Senior managers | 291 | 245 | 46 | 19% |
| Middle managers | 1,087 | 989 | 98 | 10% |
| Administrative staff | 6,804 | 6,459 | 345 | 5% |
| Manual workers | 4,182 | 3,765 | 417 | 11% |
| Toll collectors | 3,030 | 3,126 | (96) | -3% |
| Total | 15,394 | 14,584 | 810 | 6% |
| CATEGORY | 31 December 2017 |
31 December 2016 |
INCREASE/(DECREASE) | |
|---|---|---|---|---|
| ABSOLUTE | % | |||
| Senior managers | 2 | 4 | (2) | -50% |
| Middle managers | 2 | 2 | - | n/s |
| Administrative staff | 498 | 525 | (27) | -5% |
| Manual workers | 540 | 483 | 57 | 12% |
| Toll collectors | 309 | 240 | 69 | 29% |
| Total | 1,351 | 1,254 | 97 | 8% |
| 2017 | 2016 | INCREASE/(DECREASE) | ||
|---|---|---|---|---|
| CATEGORY | ABSOLUTE | % | ||
| Senior managers | 291 | 250 | 41 | 16% |
| Middle managers | 1,090 | 986 | 104 | 11% |
| Administrative staff | 7,092 | 6,673 | 419 | 6% |
| Manual workers | 4,386 | 3,880 | 506 | 13% |
| Toll collectors | 3,120 | 3,208 | (88) | -3% |
| Total | 15,979 | 14,997 | 982 | 7% |
(*) Includes agency staff.
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Distribution of workforce by educational qualification

Distribution of workforce by age range

Distribution of workforce by category

During 2017, the Group extended its commitment to developing expertise, improving performance, enhancing talent and supporting organisational change.
Regarding initiatives aimed at integrating the Group's people management processes, in 2017 the Group's Human Resources department consolidated a process designed to capitalise on the Group's skills base, via intercompany mobility and cross-fertilisation initiatives. These initiatives are designed to:

The Group's Leadership Model, aimed at development of individuals' skills in order to strengthen performances in the long term, was further developed. The new model will underpin the appraisal system for senior managers, and have an impact on the annual incentive scheme.
The Group's succession planning and talent management procedures support career development and organisational development decisions, thus guaranteeing the continuity of the Group's management. To ensure the effectiveness of these processes, the Group has adopted a number of tools:
The partnership programme with Italy's major universities and polytechnics, called Atlantia per la Conoscenza (Atlantia for Knowledge), continued. The initiative entails provision of scholarships for the best students enrolled in the final year of master's degree courses, focusing in particular on the faculties of engineering and economics.
Details of remuneration policies are provided in Atlantia's Remuneration Report for 2018 (as approved by the Board of Directors on 2 March 2018) and in the information circulars for the various equity plans, prepared pursuant to art.84-bis, paragraph 1 of the Regulations for Issuers and available for inspection on the Company's website at http://www.atlantia.it/it/corporate-governance/remunerazione.html.
The process of finding and selecting personnel to work for the Atlantia Group is designed to attract the best available talent. Among the attributes sought are the ability to deliver excellent results, high potential and cross-functional experience.
The type of recruiting tool or channel used depends on the seniority and the specialist expertise required. The Atlantia per la Conoscenza (Atlantia for Knowledge) programme, handled by the holding company, the "Work with us" section of the website, online recruitment databases and partnerships with schools, universities and leading post-graduate programmes are used to attract recent graduates and professionals. The selection process for junior roles takes the form of individual and group tests aimed at assessing attitude, ability and potential.
The search for senior personnel is handled by head hunters and through social networks, with the selection process being based on individual interviews designed to assess personal characteristics, motivation and technical and specialist knowledge.
Training plays a key role in career development, process innovation and in achieving the Group's business targets.
A total of 272 thousand hours of training was provided in 2017, involving over 12 thousand participants at a total cost of €3.9 million. Approximately 41% of the training hours provided regarded health, safety and the environment.
Management and behavioural training during the year took the form of a number of Leadership and Change Management courses.
In confirmation of the importance given to the quality of customer services, the Group also renewed its commitment to providing training for Aeroporti di Roma front-end staff and motorway personnel.
Organisational development initiatives focused on two key areas in 2017:
In terms of changes to procedures, the Company was engaged in both the revision of existing procedures and policies and the creation of new ones, with the aim of ensuring improved oversight of internal processes and aspects of compliance (e.g. the Anti-corruption Policy, Internal Audit Guidelines, the Procedure for Managing Conflicts of Interest).
Overall, in line with previous years, the organisational activities of subsidiaries gave priority to improving internal processes and on the need to focus more closely on issues relating to compliance and technological change. Subsidiaries also mirrored changes to the holding company's organisation in relation to the impact of the Group's new organisational structure.
The Group reached a number of agreements with the labour unions in 2017. In the Italian motorways segment, the most important primarily regarded the productivity bonus and the
simplification and rationalisation of previous contract provisions to create a single document, and the introduction of decentralised bargaining at local level.
With regard to Aeroporti di Roma, dialogue with social partners primarily regarded:
The transfer of a business unit from Telepass to Telepass Pay was also completed.
Atlantia implements a health and safety management system certified in accordance with the OHSAS 18001 international standard, the Workplace Health and Safety Organisation and Management Model. The Model defines the responsibilities, processes, procedures, staff, means and tools for implementing the Group's Safety Policies within the various departments, with a view to preventing accidents, in compliance with current legislation. The Model aims to ensure that the above policies are efficiently implemented and smoothly integrated within the Group's operations.
In 2017, Group companies implemented various initiatives relating to workplace health and safety training and updates, taking into account the provisions of the relevant legislation, and also adopting the holding company's management system.
Atlantia's Corporate Governance system is based on a collection of rules that are in line with regulatory guidelines and best market practices.
This system is based on Atlantia's Corporate Governance Code, which has been drawn up in accordance with the principles and criteria contained in the Corporate Governance Code for listed companies, which was updated by the Corporate Governance Committee for listed Italian companies in July 2015. In accordance with the current Articles of Association, management of the Company is assigned to the Board of Directors, whilst supervisory functions are the responsibility of the Board of Statutory Auditors and responsibility for auditing the Group's accounts is assigned to the Independent Auditors. Based on the provisions of art. 30 of the Articles of Association, the Chairman represents the Company. Separation of the roles of Chairman and Chief Executive Officer means that it is not necessary to appoint a Lead Independent Director.
Based on the provisions of the Company's Corporate Governance Code, the Board of Directors has established the following board committees: the Human Resources and Remuneration Committee and the Internal Control, Risk and Corporate Governance Committee. The Board has also appointed the Director, Guiliano Mari, as Director responsible for internal control and risk management. In implementation of the provisions of Legislative Decree 231/2001, Atlantia has adopted the Organisational, Management and Control Model and has set up a Supervisory Board. Lastly, in compliance with the CONSOB requirements contained in the Regulations for Related Party Transactions (Resolution 17221 of 12 March 2010, as amended), Atlantia set up a Committee of Independent Directors with responsibility for Related Party Transactions – consisting of three independent Directors – and adopted the Procedure for Related Party Transactions, which came into effect from 1 January 2011 and was last revised on 15 December 2017.
In addition to the above Procedure, Atlantia has, among others, adopted the Procedure for Market Announcements, the Procedure for relations with the Independent Auditors, the Procedure for Reporting to the Board of Statutory Auditors, the Code of Conduct for internal dealing, and the Procedure for Notification of the Ethics Officer.
The Company's Governance system is completed by the regulations contained in the Articles of Association and in the General Meeting Regulations.
Edizione Srl, via Sintonia SpA, owns 30.25% of Atlantia, holding a relative majority of the issued capital. Atlantia's Board of Directors – elected by the Annual General Meeting held on 21 April 2016 – is made up mostly of representatives of Sintonia SpA, given that 12 out of 15 were elected from the slate presented by this shareholder. It should also be noted that this shareholder's slate obtained the majority of votes thanks also to the votes of other shareholders attending the meeting.
In this regard, the average attendance of shareholders at the general meetings held by Atlantia in 2016 and 2017 was representative of approximately 78.45% of the issued capital.
The reader will recall that, on 12 March 2009, Sintonia SA (at that time a Luxembourg-registered company) and Schemaventotto SpA (later merged with and into Sintonia) issued a joint declaration, stating that neither the Company or the Group of which it is the Parent were subject to management and coordination by either of the two companies.
Atlantia is not subject to management and coordination by any third parties. On 19 January 2018, Atlantia adopted regulations governing the exercise of management and coordination, defining the scope and procedures for the exercise of management and coordination of its subsidiaries who are not subject to management and coordination by other Group companies.
The full text of the "Annual report on Corporate Governance and the Ownership Structure", prepared in accordance with indications contained in the format for corporate governance reports formulated by Borsa Italiana, is available in the "Corporate Governance" section of the Company's website at www.atlantia.it.
The "Sustainability" section of this Report on Operations only deals with aspects of a non-financial nature. Matters relating to the Atlantia Group's environmental responsibility are dealt with in the Nonfinancial Statement – Integrated Report for 2017, approved together with this Annual Report and prepared in compliance with Legislative Decree 254/2016. This document is available in the "Sustainability" section of the Company's website at www.atlantia.it.
Environmental responsibility permeates all levels of the organisation and promoted among all parties the Group has dealings with, and thus permeates all phases of its activities.
During the phases of design, implementation and use of infrastructure, appropriate solutions are identified aimed at achieving ever higher levels of environmental compatibility. The Group is committed to using and sustainably managing environmental inputs and outputs.
Particularly significant with regard to the use of resources are water and energy consumption, and the production of waste, the impact of which on the environment has to be constantly monitored and limited.
In 2017, total water consumption amounted to 5.77 million cubic metres, registering an increase of 1.9 million cubic metres compared with 2016, primarily following the Group's first-time consolidation of the airport system managed by Aéroports de la Côte d'Azur. 35% (21% on a like-for-like basis of consolidation) of the total water consumed is recycled and reused in equipment that produces bituminous conglomerate and, for the most part, in operations at the airports of Nice and Fiumicino.
Again on a like-for-like basis of consolidation, compared with 2016, there was an increase of 3.4% due in particular to work on widening the A1 motorway between Barberino and Florence North to three lanes, which involved the mechanised excavation of the new Santa Lucia tunnel.
Among environmental issues, special attention is focused on energy via various types of projects and initiatives aimed at adoption of renewable energy sources, and the study and implementation of ecoefficient solutions in terms of consumption.
Commitments on the energy front also enable important synergies with emission monitoring, management and reduction and, more generally, with the approach to the issue of climate change. The main sources of energy used by the Atlantia Group are fuel - directly used for heating and air conditioning buildings, plant operation, maintenance equipment, service vehicles and generators - and electricity for powering the various systems and equipment.
The Group consumed 3,172 TJoules of energy in 2017, including electricity, natural gas, LPG, diesel, petrol and ethanol and registering an increase of 14% compared with 2016. This was primarily due to the impact of the Aéroports de la Cote d'Azur group. One like-for-like basis of consolidation, energy consumption is up 6.9% on 2016.
The Group is active in the co-generation of energy. Since 2014, Autostrade per l'Italia has built three trigeneration plants (the combined production of power, heat and cold), enabling it to self-produce over 3.2 GWh of electricity in 2017.
Fiumicino airport is also served by a co-generation plant fuelled by natural gas, which synergically generates electricity and heat. In 2017, the plant met 82% of the airport's energy needs, whilst the remaining 18% was purchased from the distribution network. The cogeneration plant also produced most of the heat needed by the airport, whilst the remaining heat was provided by natural gas-fired plants. The aim of reducing and optimising energy consumption is also pursued via the use of renewable energy and energy efficiency and saving initiatives.
During the year, the photovoltaic plants installed and in operation produced around 13,370 MWh of electricity, up 14% on the figure for 2016 (including 40% for internal use on site), thus avoiding the emission of approximately 4,340 tonnes of CO2.
Group companies continued to implement a series of energy saving initiatives in 2017, with the replacement of traditional forms of lighting with LED technology and of air conditioning systems, involving:
The airports of Fiumicino, Ciampino and Nice all have energy management systems certified in accordance with the ISO 50001 standard. This enables the airport operators to plan any work to be carried out and investment, and to analyse and monitor energy trends, thanks to a continuously updated action plan, in order to improve overall performance.
With regard to greenhouse gas emissions, the Atlantia Group's CO2 equivalent emissions (CO2eq) totalled 238,415 tonnes in 2017, an increase of 5.9% compared with 2016. After excluding the contribution from the Aéroports de la Cote d'Azur group, the increase is 5.3%.
In 2017, Fiumicino and Ciampino airports reconfirmed their accreditation under the Airport Carbon Accreditation (ACA) scheme set up by ACI Europe (Airports Council International). Fiumicino confirmed its level 3+ "Neutrality" accreditation, offsetting direct and indirect emissions (scope 1 and 2) with the acquisition of carbon credits from projects certified as Gold Standard and Voluntary Carbon Standard, while Ciampino confirmed its level 3 "Optimisation" certificate, requiring quantification of all direct and indirect emissions and other indirect emissions and proof of absolute or relative improvements in performance.
Nice airport also participates in ACA's certification programme and the Aéroports de la Côte d'Azur group has been certified 3+ (the first French airport to be carbon neutral) since 2016. The certification was renewed in 2017. AGST airport (the Aéroport du Golf de Saint Tropez), on the other hand, has reconfirmed its level 3 "Optimisation" certificate.
The total amount of waste produced by the Group in 2017 amounted to around 507,000 tonnes, compared with around 579,000 tonnes in 2016, with the amount recovered or recycled totalling 93%, marking a further increase with respect to the previous year.
Approximately 88% of the waste produced derives from motorway and airport construction and maintenance work, which produces mixed waste from demolition and construction activities, as well as soil, rocks and bituminous conglomerate.
| KEY ENVIRONMENTAL INDICATORS | 2017 | 2017(1) | 2016 | % change 16/17 |
% change 16/17(1) |
|---|---|---|---|---|---|
| Water consumption ('000s of m3) | 5,774 | 3,999 | 3,866 | 49% | 3% |
| Water recycled (%) | 35 | 21 | 18 | 94% | 17% |
| Energy consumption by type (TJoules) | 3,172 | 2,976 | 2,783 | 14% | 7% |
| Diesel | 675 | 672 | 628 | 7% | 7% |
| Natural gas | 1,045 | 1,024 | 916 | 14% | 12% |
| Petrol | 34 | 34 | 34 | 2% | 1% |
| Electricity | 1,280 | 1,110 | 1,019 | 26% | 9% |
| Other | 138 | 136 | 186 | -26% | -27% |
| CO2 emissions (t) | 238,415 | 234,149 | 222,456 | 7% | 5% |
| Direct emissions (2) | 138,539 | 137,073 | 131,798 | 5% | 4% |
| Indirect emissions from electricity consumption | 99,876 | 97,076 | 90,658 | 10% | 7% |
| Waste produced (t) | 507,153 | 504,007 | 579,571 | -12% | -13% |
| % of waste recycled/recovered | 93 | 93 | 91 | 2% | 2% |
(1) Excluding the contribution from Aéroports de la Côte d'Azur group companies.
(2) This type of emission includes fuel consumption for heating and air conditioning buildings, for motor vehicles, running generators and road maintenance works.
Information on related party transactions is provided in note 10.5 to the consolidated financial statements and note 8.2 to Atlantia SpA's separate financial statements.
The Minister of Infrastructure and Transport and Minister of the Economy and Finance issued decrees on 30 December 2016, determining the toll increases to come into effect from 1 January 2017. Specifically:
In the case of Traforo del Monte Bianco, which operates under a different regulatory regime, on 2 December 2016, the Intergovernmental Committee for the Mont Blanc Tunnel gave the go-ahead for a toll increase of 0.06%, representing the average of the inflation rates registered in Italy (-0.07%) and France (+0.2%).
The Minister of Infrastructure and Transport and Minister of the Economy and Finance issued decrees on 29 December 2017, determining the toll increases to come into effect from 1 January 2018. Specifically:
In the case of Traforo del Monte Bianco which, as noted above, operates under a different regulatory regime, on 24 November 2017, the Intergovernmental Committee for the Mont Blanc Tunnel gave the go-ahead for a toll increase of 1.09%. This is based on the average of the inflation rates registered in Italy and France from 1 September 2016 to 31 August 2017, in addition to an extra 0.95% increase determined by the Committee. From 1 April 2018, tolls for all Euro 3 category heavy vehicles of over 3.5 tons, will be increased by 5%.
A II Addendum to Autostrade per l'Italia's Single Concession Arrangement was signed on 10 July 2017, replacing the previous addendum signed on 10 December 2015, for which the related approval process had not been completed. The Addendum governs the inclusion of the Casalecchio Interchange – Northern section among the operator's investment commitments in the Single Concession Arrangement. The project will involve expenditure of up to approximately €158 million, including around €2 million already incurred for design work, and almost €156 million to be paid to ANAS, which will carry out the work and then operate the infrastructure. This amount will be paid to ANAS on a stage of completion basis and under a
specific agreement to be executed. The amount will then be recouped by Autostrade per l'Italia through the specific "K" tariff component.
During the approval process, the Grantor requested that the document be signed digitally. The Addendum was then signed on 22 February 2018 and will be effective once it has been approved by the Ministry of Infrastructure and Transport and the Ministry of the Economy and Finance, and once the related decree has been registered by Italy's Court of Auditors.
On 8 September 2017, the Addendum to Tangenziale di Napoli's Single Concession Arrangement was signed. The Addendum sets out the results of the five-yearly review (2014 – 2018) of the financial plan annexed to the Arrangement.
During the approval process, the Grantor requested that the document be signed digitally. The Addendum was then signed on 22 February 2018 and will be effective once it has been approved by the Ministry of Infrastructure and Transport and the Ministry of the Economy and Finance, and once the related decree has been registered by Italy's Court of Auditors.
On 15 April 2016, Autostrade per l'Italia, the Ministry of Infrastructure and Transport, Emilia-Romagna Regional Authority, the Bologna Metropolitan Authority and the Municipality of Bologna signed an agreement for the upgrade of the existing motorway system/ring road interchange serving the city of Bologna. On 16 December 2016, the signatories to the agreement signed a final memorandum following a public meeting. The memorandum confirms that Autostrade per l'Italia has modified the design for the project in full compliance with the principles set out in the agreement, and that it will carry out the work needed to complete the road network connecting the urban and metropolitan area to the new motorway infrastructure.
The environmental assessment is expected to come to a conclusion in early 2018 and, following receipt of all the necessary consents, the tender process will begin.
In response to observations from the European Commission regarding, among other things, extension of the concession to 2046 and following discussions with the Grantor, since 2014 Autostrada Tirrenica has prepared and submitted to the Grantor a number of drafts of a new addendum to its existing Single Concession Arrangement, providing for: a reduction in the concession term (initially to expire in 2043, then in 2040 and, finally, in 2038), the obligation to put all the works out to tender and the conditions for completion of the road.
On 17 May 2017, the European Commission announced that the Commission had referred Italy to the European Court of Justice for violation of EU law regarding extension of the concession arrangement without conducting a tender process. On 5 October 2017, the Ministry of Infrastructure and Transport notified the company that it had lodged an appeal.
In 2017, the Ministry of Infrastructure and Transport carried out a project review for the road running down the Thyrrenian coast (the "Thyrrenian corridor"), which envisages construction of the Tarquinia– Ansedonia section of motorway by Autostrada Tirrenica and the widening to four lanes of the existing dual carriageway (the SS 1) from Ansedonia to Orbetello Scalo by the same company. The date for expiry of the concession term was to be 31 December 2038. Work on the remaining section, from Orbetello Scalo to San Pietro in Palazzi, would be the sole responsibility of ANAS.
The Interministerial Economic Planning Committee, at the session held on 22 December 2017, received the "report on the process of modifying the proposed project for completion of Thyrrenian corridor". Discussions are ongoing with the Grantor to assess the administrative and financial feasibility of the new solution.
In 2012, the Ministry of Infrastructure and Transport issued a call for tenders for the new concession for the A3 Naples – Pompei – Salerno motorway. Following the challenges brought by Autostrade Meridionali and Consorzio Stable SIS before Campania Regional Administrative Court, contesting the Ministry's decision, dated 22 March 2016, to disqualify both bidders from the tender process, on 19 December 2016, Campania Regional Administrative Court announced that it did not have jurisdiction for either action, referring the challenges to Lazio Regional Administrative Court. On 29 and 30 December 2016, respectively, Consorzio Stable SIS and Autostrade Meridionali returned to court and, on 31 January 2017, Lazio Regional Administrative Court published its view that the Campania Regional Administrative Court had jurisdiction, referring the matter to the Council of State in order to decide on the question. Following the hearing before the Council of State, held on 27 June 2017, the Council issued an order dated 17 November 2017, finally assigning jurisdiction to Campania Regional Administrative Court. Following the return of the case to Campania Regional Administrative Court, the Court scheduled a hearing on the merits of both challenges brought by Autostrade Meridionali and SIS for 23 May 2018.
The 2018 Budget Law – Law 205 of 27 December 2017 - has amended art. 177 of the Public Contracts Code. The new article requires motorway operators holding a concession not awarded in the form of project financing, or by public tender in accordance with EU law, to award 60% of any contracts for works, services or goods by public tender, instead of the 80% generally applied. ANAC (the Autorità Nazionale Anti Corruzione, Italy's National Anti-Corruption Authority) is in the process of issuing interpretation guidelines for art. 177.
The Ministerial Decree of 7 August 2017 was published Official Gazette no. 250 on 26 October 2017. This legislation quantifies the charges to be paid by motorway operators for "the activities involved in overseeing projects, classification of the network and the inspection of existing roads" carried out by the Ministry of Infrastructure and Transport as the Competent Body in accordance with Legislative Decree 35/2011 (the infrastructure safety decree).
At this time, the provisions of Legislative Decree 35/2011 require the issue of further legislation, given the Ministry's failure to issue implementing decrees. Despite this, the provisions, in event, represent legal standards to be taken duly into account in the day-to-day operations of motorway operators, during both the design of new works and the management of existing infrastructure.
Publication of the decree calculating the charges and establishing the method and terms of payment by operators for the Ministry's activities as the Competent Body, such as the oversight of projects, classification of the network and inspections, is an issue of some importance given that the activities have yet to take place.
For this reason, whilst having proceeded to pay the amounts due for 2017 and 2018 – expressly reserving the right to request restitution -, Autostrade per l'Italia, in common with almost all other motorway operators, lodged an extraordinary appeal with the Head of State, challenging the above legislation. This is to avoid the risk that apparent acquiescence to the decree could lead the Ministry's inspections to be classified as an activity carried out as a Competent Body with responsibility for infrastructure safety.
In July 2017, the Ministry of Infrastructure and Transport reached an agreement with the European Commission. The agreement sets out the key conditions to be met in order to grant Autostrade per l'Italia a 4-year extension to its concession in return for pre-determined toll increases and recognition of a takeover right on expiry.
Press reports dated 28 February 2018 indicate that, following positive developments in is talks with the Ministry of Infrastructure and Transport, the European Commission is about to make a decision on the matter.
Once the Commission has made its decision, Autostrade per l'Italia will assess the details in order to decide on how to respond.
From January 2017, Grupo Costanera's motorway operators applied the following annual toll increases, determined on the basis of their concession arrangements:
From January 2017, the tolls applied by Los Lagos rose 4.0%, reflecting a combination of the increase linked to inflation in 2016 (2.9%) and a further increase in the form of a bonus relating to safety improvements in 2017 (3.5%), less the bonus for safety improvements awarded in 2016 (2.4%).
From January 2018, Grupo Costanera's motorway operators have applied the following annual toll increases, determined on the basis of their concession arrangements:
From January 2018, the tolls applied by Los Lagos have risen 3.4%, reflecting a combination of the increase linked to inflation in 2017 (1.9%) and a further increase in the form of a bonus relating to safety improvements in 2018 (5.0%), less the bonus for safety improvements awarded in 2017 (3.5%).
In December 2017, Chile's Ministry of Public Works and Ministry of Finance signed a resolution requesting the operator, Los Lagos, to carry out certain construction services and road safety works as a matter of urgent public interest ("Programa de Obras de Seguridad y Serviciabilidad"), which the operator will be compensated for at a pre-set rate via extension of the concession term and/or an eventual cash payment. This will be formalised in a specific addendum to the concession arrangement within 6 months of publication of the resolution in the Official Bulletin. The total value of the programme is approximately 31.6 billion Chilean pesos (equivalent to approximately €43 million).
Triangulo do Sol and Rodovias das Colinas applied the annual adjustment of motorway tolls, increasing tolls by 9.3% from 1 July 2016. This was based on the rate of consumer price inflation (IPCA) in the period between 1 June 2015 and 31 May 2016, as provided for in the respective concession arrangements. This reflects the fact that this figure was lower than the rate of general price inflation in the reference period (11.1%). The difference will be compensated for in accordance with the related concession arrangements.
From 1 July 2017, Triangulo do Sol and Rodovias das Colinas applied their annual toll increase of 1.6% based on the rate of general price inflation in the period between 1 June 2016 and 31 May 2017, as provided for in the respective concession arrangements. This reflects the fact that this figure was lower than the rate of consumer price inflation in the same period (3.6%).
In June 2016, Rodovia MG050, which operates in the State of Minas Gerais, did not proceed to apply the annual inflation-linked toll increase permitted by its concession arrangement. This was because, pending negotiations aimed at ensuring that the concession arrangement is financially viable, the grantor, SETOP, had requested the prior conclusion of the negotiations. Given the extended nature of the talks, Rodovia MG050 notified the grantor of its decision to apply the annual toll increase from 17 January 2017. In response to a formal notice from the grantor, reiterating its request not to proceed with the toll increase, Rodovia MG050 obtained a precautionary injunction on 30 January 2017, authorising it to raise tolls with immediate effect. Rodovia MG050 thus applied the increase from 1 February 2017, raising its tolls by 9.3%, based on the rate of consumer price inflation in the period between 1 May 2015 and 30 April 2016, as provided for in the related concession arrangement. The grantor initially appealed the precautionary injunction. In accordance with the precautionary injunction granted by the court, Rodovia MG050
proposed recourse to arbitration with regard to the merits of the case. The grantor accepted the proposal and withdrew its appeal. The arbitration procedure was put on hold whilst negotiations aimed at ensuring that the concession arrangement is financially viable continued. The talks came to an end with signature of an addendum (TA-07) to the concession arrangement on 11 May 2017 and termination of the arbitration procedure. The addendum has revised the investment programme and adjusted outstanding credit and debit items as at the relevant date, including the loss of income resulting from the delay in applying the toll increase with respect to the contractually established date of 13 June 2016, for which the operator has been compensated.
The tolls applied by the operator, Rodovia MG050, have been raised by 4.1% from 13 June 2017, based on the rate of consumer price inflation in the period between 1 May 2016 and 30 April 2017, as provided for in the concession arrangement.
On 8 August 2017, ADR began a consultation process, involving the users of Fiumicino and Ciampino airports, on the proposed revision of regulated fees for the 2018 annual period (1 March 2018-28 February 2019). The procedure meets existing Italian and EU requirements and is in line with the guidelines in the "Procedure for consultation between airport operators and users for ordinary planning agreements and those in derogation".
The consultation process came to a conclusion on 10 November 2017 and, on 22 December 2017, the Civil Aviation Authority (ENAC) announced the final amounts payable as airport fees for Fiumicino and Ciampino.
The review of fees for the period 1 March 2018- 28 February 2019 envisages that the fees for Fiumicino and Ciampino will fall by an average of 0.7% and 4%, respectively, compared with the existing fees (1). 8
During 2016, Aéroports de la Côte d'Azur (ACA) and the French government, through the Direction Général de l'Aviation Civile (DGAC, France's civil aviation authority), agreed on the basic principles underpinning the proposed multi-year regulatory framework, which will establish airport fees during the period 2017–2022. The regime establishes the services to be regulated and sets out fees for commercial aviation that are broadly in line with the Contrat de Compétitivité Territoriale (Local Competitiveness Agreement) proposed by ACA in 2015. It also sets out the Investment Programme that the company will be required to implement over the 5-year regulatory period and the quality targets to be met. Following the observations made by the Independent Supervisory Authority, discussions with the civil aviation

authority are underway with a view to completing the regulatory process. The airport fees for the period 2017-2018 have remained broadly unchanged.
As at 31 December 2017, Atlantia SpA holds 7,982,277 treasury shares, representing 0.966% of its issued capital. Atlantia SpA does not own, either directly or indirectly through trust companies or proxies, shares or units issued by parent companies. No transactions were carried out during the period involving shares or units issued by parent companies.
During 2017, share grants issued in relation to share-based incentive plans for certain of the Group's managers were converted into a total of 275,358 shares and a total of 1,049,888 shares were allotted as a result of the exercise of share options.
Atlantia does not operate branch offices. Its administrative headquarters are at Via Bergamini 50, 00159 Rome.
With reference to CONSOB Ruling 2423 of 1993, regarding criminal proceedings or judicial investigations, the Group is not involved in proceedings, other than those described in note 10.7 "Significant legal and regulatory aspects", that may result in charges or potential liabilities with an impact on the consolidated financial statements.
In 2013, a meeting of the Board of Directors elected to apply the exemption provided for by article 70, paragraph 8 and article 71, paragraph 1-bis of the CONSOB Regulations for Issuers (Resolution 11971/99, as amended). The Company will therefore exercise the exemption from disclosure requirements provided for by Annex 3B of the above Regulations in respect of significant mergers, spin-offs, capital increases involving contributions in kind, acquisitions and disposals.
In 2017, Atlantia issued a series of bonds under its Euro Medium Term Note Programme, listed on the Irish Stock Exchange.
Specifically:
In 2017, Atlantia completed the purchase of further interests in Aeroporti di Roma from Roma Capitale (1.33%) and Lazio Regional Authority (1.33%). The total amount of the winning bids is €96.6 million. As a result, Atlantia owns 99.38% of Aeroporti di Roma.
On 1 March 2017, Autostrade per l'Italia's distribution of a special dividend in kind to its parent, Atlantia, using its available equity reserves, via the transfer of its entire interest in Autostrade dell'Atlantico (the holding company that controls the Chilean and Brazilian motorway businesses and the investment in ETC in the United States). Distribution of the dividend, via the transfer of the
investments, is part of the Group's restructuring which, by spinning off the overseas assets of Autostrade per l'Italia, together with the intragroup transfers completed at the end of 2016, aims to restore Autostrade per l'Italia to its role as an operating parent that controls a group focusing on motorway concessions in Italy.
Following the agreements signed in April 2017, on 26 July 2017, Atlantia completed the sale of an 11.94% interest in Autostrade per l'Italia to the consortium established by Allianz Capital Partners, which holds a 6.94% interest, and Silk Road Fund, which holds a 5% interest. The price paid by the purchasers indicates an enterprise value for Autostrade per l'Italia of €14,800 million.
On 31 July 2017, Atlantia completed the sale of a 12.5% interest in Azzurra Aeroporti, ACA's majority shareholder, to Société Monegasque d'Investissement Aeroportuaire, a Monaco-registered company wholly owned by the Principality of Monaco.
Following the agreements entered into, on 7 August 2017, Atlantia acquired a 29.38% interest in Aeroporto Guglielmo Marconi SpA, the company that holds the concession to operate Bologna airport. Atlantia's total investment amounts to approximately €164.5 million.
On 13 October 2017, Atlantia tendered the Company's entire 22.1% interest in SAVE in response to the mandatory tender offer for the shares, realising a gain of €45 million.
On 15 May 2017, Atlantia announced that its Board of Directors had decided to launch a voluntary public tender offer, in cash and/or shares, for the entire issued capital of Abertis Infraestructuras SA ("Abertis"). The offer, granted clearance by Spain's stock market regulator, the Comisión Nacional del Mercado de Valores ("CNMV") on 9 October 2017, calls for a cash payment of €16.50 for each Abertis share tendered, with the possibility for Abertis's shareholders to opt, in whole or in part, for a partial alternative in shares. In particular, the partial alternative in shares grants Abertis's shareholders the possibility to opt, in whole or in part, for payment in the form of newly issued special shares in Atlantia, based on an exchange ratio of 0.697 Special Atlantia Shares for every Abertis share. Payment of the consideration in the form of Special Atlantia Shares is subject to a maximum acceptance threshold of 230 million Abertis shares, equal to 23.2% of the total Abertis shares covered by the offer. Once this threshold is crossed, the Special Shares will be allotted on a prorated basis, with the balance payable in cash. The Special Atlantia Shares will rank pari passuwith the existing ordinary shares, save for the following:
Effectiveness of the Offer is subject to occurrence of the following suspensive conditions:
Atlantia has obtained all the necessary committed lines of credit in the form of acquisition financing for the Offer.
On 2 August 2017, a General Meeting of Atlantia's shareholders, meeting in extraordinary session, resolved:
On 21 February 2018, an Extraordinary General Meeting of Atlantia's shareholders approved a number of changes of a temporary nature to the terms and conditions of the Offer, with the aim of ensuring its continuing validity, in the absence of a certain time-scale.
The proposed changes, effectiveness of which is suspensively conditional on the receipt of consent from the CNMV, consist of an extension of the deadline for issue of the Special Shares from 30 April 2017 to 30 November 2018, and the rescheduling of the lock-up period for the shares, making it 3 months from the settlement date for the Offer.
Subsequently, on 13 March 2018, Atlantia, Hocthief and ACS, Actividades de Construccion y Servicios (the "Parties") signed a binding term sheet (the "Term Sheet") relating to a joint investment in Abertis. The deal is subject to the suspensive condition of obtaining the approval of the respective boards of directors. This agreement, approved by the board of directors of Atlantia, Hochtief and ACS on 14 March 2018, is subject to fulfilment of certain conditions and would be essentially take the following form:
• Hochtief's public tender offer: in relation to the competing voluntary public tender offer for Abertis's shares, approved by Spain's market regulator, the Comisión Nacional del Mercado de Valores (the "CNMV") on 12 March 2018, Hochtief would amend the terms of its offer by eliminating the share component of its counterbid, so that the value of the counterbid would remain unchanged at €18.36 per Abertis share (as adjusted for the dividend paid on 20 March 2018), with this amount to be paid entirely in cash;
The final agreements between the Parties, to be finalised on the basis of the essential terms already agreed in the Term Sheet, are also conditional on arrangement of the financing necessary to complete the transaction.
Execution of the Term Sheet is also subject to Hochtief's presentation of a suitably modified offer and its subsequent approval by the CNMV. Until this consent, which has not yet been granted at the date of preparation of this document, has been obtained, the competing offers will remain open. The acceptance period for the offers, following the receipt of clearance from the CNMV for Hochtief's offer on 12 March 2018, has been scheduled by the CNMV to run from 20 March 2018 to 18 April 2018. At the end of this period, provided that neither of the bidders has withdrawn, both would be required to submit final closed bids. These final offers will be available for acceptance by shareholders for a further period of 15 days. Atlantia, the first to launch a bid, will have the right to raise its offer, once the offers have been made public, if its final offer is not more than 2% lower that the competing offer.
Atlantia has reserved the right to amend its offer, in accordance with the terms and conditions provided for under Spanish law, including a change to the exchange ratio as a result of dividends paid by Abertis.
Finally, in accordance with the Term Sheet, on 23 March 2018, Atlantia's Board of Directors decided to exercise the Company's call option on a part or all of Abertis's investment in Cellnex Telecom SA ("Cellnex"), in accordance with the following terms:
• the sale price for Cellnex's shares will correspond to the average market price in the six months prior to the settlement date for the public tender offer for Abertis, with a minimum price of €21.20 and a maximum of €21.50 per Cellnex share (as adjusted for the payment of any dividends);
• the percentage interest to which the option relates will, at Atlantia's discretion, be equal to 29.9% or 34% of Cellnex's issued capital, to be announced by Atlantia - in accordance with the agreements entered into - within 10 days of Hochtief's completion of the public tender offer for Abertis's shares.
In compliance with the commitments given to Atlantia, Hochtief will do whatever is necessary to ensure, subject to the positive outcome of the rival public tender offer for Abertis's shares, that Abertis finalises the sale of its Cellnex shares to Atlantia or to a company designated thereby.
In addition, having noted the fairness opinion issued by Equita S.I.M. and the results of the search for potential buyers for the Cellnex stake carried out by Mediobanca SpA, and subject to the prior consent of the Committee of Independent Directors with responsibility for Related Party Transactions, in accordance with the Company's Procedure for Related Party Transactions, on 23 March 2018, the Board of Directors also decided to accept, whilst awaiting completion of the search for potential buyers, the terms of the sole binding offer received so far, presented by Edizione Srl on 20 March 2018, as supplemented on 23 March 2018. (the "Letter").
Edizione has granted Atlantia a Put Option (the "Put Option") on a 29.9% interest in Cellnex at an exercise price equal to €21.50 per Cellnex share (cum dividend) therefore corresponding to €1,489 million. The Put Option is subject to the further terms and conditions summarised below, which will be described in greater detail in the information document relating to transactions of greater significance with related parties, to be prepared in accordance with art. 5 of CONSOB Regulation 17221/2010, as amended, which Atlantia will make available within the terms provided for in current statutory and regulatory provisions.
Acceptance of the Put Option offered by Edizione will allow Atlantia to give certainty, both in terms of timing and value, to the process of transferring the stake in Cellnex within the scope of the Parties' agreement for the joint investment in Abertis.
The Letter mainly concerns the grant, to Atlantia, of the Put Option on the stake in Cellnex, in addition to assumption of the commitments contained in the Call Option, including the terms and conditions of a possible price adjustment in the form of an earn-out in the 12 months following the transfer, in line with the terms of the Call Option for the number of shares involved in the sale. Atlantia has until 16 April 2018 to exercise the Put Option.
In the event that the sale of the stake in Cellnex is completed, Edizione will grant Atlantia the (personal and non-transferable) right to co-invest in Cellnex, purchasing up to 20% of the stake (equal, for the sake of transparency, to approximately 6% of Cellnex's issued capital) within 2 years of the sale, and a "right of first offer" and a "pre-emptive right" in the event that Edizione should decide to sell - directly or indirectly - all or a part of the stake within 7 years of execution of the sale.
On 1 February 2018, Atlantia was awarded the concession for the project that will link Vial Ruta 78 with Hasta Ruta 68 through its subsidiary, Grupo Costanera.
The project will involve construction and operation of a new 9.2-km section of urban, free-flow toll motorway in the city of Santiago. The new road will link Ruta 78 with Ruta 68, the two main roads connecting Santiago with the ports of Valparaiso and San Antonio and already connected with the section operated under concession by Costanera Norte. The estimated cost of the project is approximately €200 million.
On 21 February 2018, an Extraordinary General Meeting of Atlantia's shareholders voted to extend the deadline for execution of the capital increase to service the tender offer for the entire issued capital of Abertis Infraestucturas SA from 30 April to 30 November 2018, and to reschedule the lock-up period for the special shares, to be issued as a result of the capital increase to service the tender offer, making it 90 days from issue of the shares (as opposed to a set date).
Between the beginning of the year and 18 February 2018 (preliminary data), traffic using Autostrade per l'Italia's network was up 5.1%, with heavy vehicles (3 or more axles) up 6.1% and light vehicles (2 axles) rising 4.9%.
Following on from the agreement entered into on 2 March 2018, on 9 March 2018, Atlantia acquired a 100% interest in Aero 1 Global & International Sàrl, a Luxembourg-based investment vehicle, from a number of funds managed by Goldman Sachs Infrastructure Partners. Aero 1 Global & International Sàrl holds a 15.49% interest in Groupe Eurotunnel SE (Getlink), representing 26.66% of the related voting rights (percentages based on the total number of shares in issue, amounting to 550,000,000, and on the total number of voting rights, amounting to 639,030,648, in accordance with information published by Getlink on 16 February 2018). The total cost of the acquisition is €1,056 million.
Voluntary public tender offer, in cash and/or shares, for all the shares of Abertis Infraestructuras Information on events relating to the voluntary public tender offer, in cash and/or shares, for all the shares of Abertis Infraestructuras, after 31 December 2017, is provided in the section, "Other information", in the Report on Operations.
Forecasts for 2018 lead us to expect an improvement in the Group's earnings.
Traffic using the Group's Italian motorway network is expected to grow, as confirmed by the trends seen in the early part of 2018. In the airports segment, which continues to record an increase in traffic, Nice airport expects to record further growth in passengers using both commercial and general aviation, whilst traffic at Aeroporti di Roma is expected to remain broadly stable, save for potential disruption to Alitalia's operations.
Work on upgrading the network operated under concession will continue in 2018. In Italy, work on preparation of the executive design for the Genoa Bypass is proceeding. In Chile, execution of the Santiago Centro Oriente programme will continue, whilst design and engineering work for the tunnel to be built by Vespucio Oriente (AVO II) will begin. The modernisation of Fiumicino will also proceed, with work focusing primarily on the eastern area of the airport serving Schengen passengers.
The operating results for 2018 will reflect growth at Telepass and the Group's construction and engineering companies, in addition to the expenses to be incurred by Atlantia for external consultants, above all in relation to the public tender offer for Abertis Infraestructuras. Following the positive developments regarding the acquisition of control of the Abertis Infraestructuras group, the group will be consolidated on a line-by-line basis in the Atlantia Group's accounts, together
with the financing obtained to fund the transaction.
Dear Shareholders,
In conclusion, we invite you:
1) pay a final dividend of €0.65 per share, payable to holders of each of the shares with a par value of €1.00. The total value of the final dividend, based on the number of shares outstanding as at 28 February 2018 (817,801,713), is estimated at €531,571,113.45;
For the Board of Directors
The Chairman

CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2017: CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
| €000 | NOTE | 31 December 2017 | OF WHICH RELATED PARTY TRANSACTIONS |
31 December 2016 | OF WHICH RELATED PARTY TRANSACTIONS |
|---|---|---|---|---|---|
| ASSETS | |||||
| NON-CURRENT ASSETS | |||||
| Property, plant and equipment | 7.1 | 302,799 | 291,080 | ||
| Property, plant and equipment | 299,502 | 285,801 | |||
| Property, plant and equipment held under finance leases | 2,789 | 3,077 | |||
| Investment propert | 508 | 2,202 | |||
| Intangible assets | 7.2 | 27,424,561 | 28,203,096 | ||
| Intangible assets deriving from concession rights | 22,465,021 | 23,245,446 | |||
| Goodwill and other intangible assets with indefinite lives | 4,548,756 | 4,548,786 | |||
| Other intangible assets | 410,784 | 408,864 | |||
| Investments | 7.3 | 266,974 | 291,236 | ||
| Investments accounted for at cost or fair value | 82,283 | 83,108 | |||
| Investments accounted for using the equity method | 184,691 | 208,128 | |||
| Other non-current financial assets | 7.4 | 2,316,125 | 2,237,054 | ||
| Non-current financial assets deriving from concession rights | 963,602 | 931,414 | |||
| Non-current financial assets deriving from government grants | 249,936 | 264,936 | |||
| Non-current term deposits | 315,474 | 321,726 | |||
| Non-current derivative assets | 107,268 | 83,397 | |||
| Other non-current financial assets | 679,845 | 23,557 | 635,581 | 23,576 | |
| Deferred tax assets | 7.5 | 1,258,163 | 1,402,785 | ||
| Other non-current assets | 7.6 | 8,005 | 29,702 | ||
| TOTALNON-CURRENT ASSETS CURRENT ASSETS |
31,576,627 | 32,454,953 | |||
| Trading assets | 7.7 | 1,798,108 | 1,671,739 | ||
| Inventories | 76,299 | 68,266 | |||
| Contract work in progress | 18,703 | - | |||
| Trade receivables | 1,703,106 | 34,234 | 1,603,473 | 39,313 | |
| Cash and cash equivalents | 7.8 | 5,624,716 | 3,383,029 | ||
| Cash | 4,840,250 | 2,788,019 | |||
| Cash equivalents | 784,466 | 595,010 | |||
| Other current financial assets | 7.4 | 780,207 | 776,552 | ||
| Current financial assets deriving from concession rights | 447,089 | 440,539 | |||
| Current financial assets deriving from government grants | 70,110 | 67,962 | |||
| Current term deposits | 179,222 | 194,283 | |||
| Current derivative assets | 528 | - | |||
| Current portion of medium/long-term financial assets | 70,720 | 65,883 | |||
| Other current financial assets | 12,538 | 7,885 | |||
| Current tax assets | 7.9 | 79,482 | 6,743 | 105,810 | 7,595 |
| Other current assets | 7.10 | 187,059 | 196,863 | ||
| Non-current assets held for sale and related to discontinued | 7.11 | 11,061 | 12,325 | ||
| operations TOTAL CURRENT ASSETS |
8,480,633 | 6,146,318 | |||
| TOTAL ASSETS | 40,057,260 | 38,601,271 |
| €000 | NOTE | 31 December 2017 | OF WHICH RELATED PARTY TRANSACTIONS |
31 December 2016 | OF WHICH RELATED PARTY TRANSACTIONS |
|---|---|---|---|---|---|
| EQUITY AND LIABILITY | |||||
| EQUITY | |||||
| Equity attributable to owners of the parent Issued capital |
8,772,377 825,784 |
7,223,869 825,784 |
|||
| Reserves and retained earnings | 7,410,418 | 5,745,572 | |||
| Treasury shares | -169,489 | -106,874 | |||
| Profit/(Loss) for the year net of interim dividends | 705,664 | 759,387 | |||
| Equity attributable to non-controlling interests | 2,990,601 | 2,699,251 | |||
| Issued capital and reserves | 2,788,006 | 2,585,897 | |||
| Profit/(Loss) for the year net of interim dividends | 202,595 | 113,354 | |||
| TOTAL EQUITY 7.12 | 11,762,978 | 9,923,120 | |||
| NON-CURRENT LIABILITIES | |||||
| Non-current portion of provisions for construction services required by contract |
7.13 | 2,960,647 | 3,269,830 | ||
| Non-current provisions | 7.14 | 1,566,541 | 1,576,258 | ||
| Non-current provisions for employee benefits | 142,296 | 148,579 | |||
| Non-current provisions for repair and replacement of motorway and airport infrastructure |
1,262,508 | 1,226,619 | |||
| Non-current provisions for refurbishment of airport infrastructure | 113,675 | 134,442 | |||
| Other non-current provisions | 48,062 | 66,618 | |||
| Non-current financial liabilities | 7.15 | 15,969,835 | 14,832,311 | ||
| Bond issues | 11,362,089 | 10,176,386 | |||
| Medium/long-term borrowings | 4,011,504 | 4,002,346 | |||
| Non-current derivative liabilities | 565,575 | 630,896 | |||
| Other non-current financial liabilities | 30,667 | 22,683 | |||
| Deferred tax liabiltiies | 7.5 | 2,253,718 | 2,345,337 | ||
| Other non-current liabilities | 7.16 | 108,052 | 6,462 | 97,702 | 3,292 |
| TOTAL NON-CURRENT LIABILITIES | 22,858,793 | 22,121,438 | |||
| CURRENT LIABILITIES | |||||
| Trading liabilities | 7.17 | 1,583,415 | 1,650,551 | ||
| Liabilities deriving from contract work in progress | 1,642 | 13,906 | |||
| Trade payables | 1,581,773 | 1,636,645 | |||
| Current portion of provisions for construction services required by contract |
7.13 | 426,846 | 531,455 | ||
| Current provisions | 7.14 | 379,823 | 446,041 | ||
| Current provisions for employee benefits | 25,658 | 26,740 | |||
| Current provisions for repair and replacement | |||||
| of motorway and airport infrastructure | 220,615 | 219,610 | |||
| Current provisions for refurbishment of airport infrastructure | 69,770 | 98,612 | |||
| Other current provisions | 63,780 | 101,079 | |||
| Current financial liabilities | 7.15 | 2,253,836 | 3,248,881 | ||
| Bank overdrafts | 17,813 | 4,757 | |||
| Short-term borrowings | 430,086 | 1,858,663 | |||
| Current derivative liabilities | 14,372 | 25,644 | |||
| Current portion of medium/long-term financial liabilities | 1,717,935 | 1,345,787 | |||
| Other current financial liabilities | 73,630 | 14,030 | |||
| Current tax liabilities | 7.9 | 151,500 | 62,617 | ||
| Other current liabilities | 7.18 | 633,803 | 15,554 | 610,782 | 18,836 |
| Liablities related to discontinued operations | 7.11 | 6,266 | 6,386 | ||
| TOTAL CURRENT LIABILITIES | 5,435,489 | 6,556,713 | |||
| TOTAL LIABILITIES | 28,294,282 | 28,678,151 | |||
| TOTAL EQUITY AND LIABILITIES | 40,057,260 | 38,601,271 |
| OF WHICH RELATED | |||||
|---|---|---|---|---|---|
| €000 | NOTE | 2017 | PARTY | 2016 | OF WHICH RELATED PARTY TRANSACTIONS |
| TRANSACTIONS | |||||
| REVENUE | |||||
| Toll revenue | 8.1 | 4,195,258 | 4,008,757 | ||
| Aviaton revenue | 8.2 | 799,144 | 635,701 | ||
| Revenue from construction services | 8.3 | 417,551 | 706,954 | ||
| Contract revenue | 8.4 | 31,505 | 53,812 | ||
| Other operating income | 8.5 | 939,553 | 85,485 | 774,487 | 81,118 |
| TOTAL REVENUE | 6,383,011 | 6,179,711 | |||
| COSTS Raw and consumable materials |
8.6 | -325,964 | -283,630 | ||
| Service costs | 8.7 | -1,269,581 | -1,570,080 | ||
| Gain/(Loss) on sale of elements of property, plant and equipment | 2,022 | 779 | |||
| Staff costs | 8.8 | -989,266 | -40,506 | -904,050 | -37,647 |
| Other operating costs | 8.9 | -622,092 | -606,074 | ||
| Concession fees Lease expense |
-513,205 -23,818 |
-494,951 -17,316 |
|||
| Other | -85,069 | -93,807 | |||
| Operating change in provisions | 8.10 | 3,715 | -20,234 | ||
| (Provisions)/ Uses of provisions for repair and replacement of | 3,386 | -66,798 | |||
| motorway and airport infrastructure | |||||
| (Provisions)/ Uses of provisions for refurbishment of airport infrastructure | 26,706 | 57,723 | |||
| Other provisions | -26,377 | -11,159 | |||
| Use of provisions for construction services required by contract Amortisation and depreciation |
8.11 | 419,191 -1,088,480 |
455,024 -955,247 |
||
| Depreciation of property, plant and equipment | 7.1 | -68,403 | -55,259 | ||
| Amortisation of intangible assets deriving from concession rights | 7.2 | -954,391 | -834,893 | ||
| Amortisation of other intangible assets | 7.2 | -65,686 | -65,095 | ||
| (Impairment losses)/Reversals of impairment losses | 8.12 | 69,294 | 24,263 | ||
| TOTAL COSTS | -3,801,161 | -3,859,249 | |||
| OPERATING PROFIT/(LOSS) | 2,581,850 | 2,320,462 | |||
| Financial income | 406,343 | 365,650 | |||
| Financial income accounted for as an increase in financial assets deriving from concession rights | 73,506 | 67,425 | |||
| and government grants Dividends received from investees |
18,284 | 7,832 | |||
| Other financial income | 314,553 | 290,393 | |||
| Financial expenses | -921,363 | -915,580 | |||
| Financial expenses from discounting of provisions for construction services required by contract | -42,234 | -65,351 | |||
| and other provisions | |||||
| Other financial expenses | -879,129 | -850,229 | |||
| Foreign exchange gains/(losses) | 8,658 | 12,319 | |||
| FINANCIAL INCOME/(EXPENSES) | 8.13 | -506,362 | -537,611 | ||
| Share of (profit)/loss of investees accounted for using the equity method | 8.14 | -10,056 | -7,174 | ||
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | 2,065,432 | 1,775,677 | |||
| Income tax (expense)/benefit | 8.15 | -632,194 | -532,916 | ||
| Current tax expense | -560,493 | -434,859 | |||
| Differences on tax expense for previous years | 7,676 | 13,286 | |||
| Deferred tax income and expense | -79,377 | -111,343 | |||
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | 1,433,238 | 1,242,761 | |||
| Profit/(Loss) from discontinued operations | 8.16 | -1,245 | -4,500 | ||
| PROFIT FOR THE YEAR | 1,431,993 | 1,238,261 | |||
| of which: | |||||
| Profit attributable to owners of the parent | 1,171,783 | 1,121,838 | |||
| Profit attributable to non-controlling interests | 260,210 | 116,423 | |||
| € | 2017 | 2016 | |||
| Basic earnings per share attributable to owners of the parent | 8.17 | 1.43 | 1.36 | ||
| of which: | |||||
| - continuing operations | 1.43 | 1.37 | |||
| - discontinued operations | 0 | -0.01 | |||
| Diluted earnings per share attributable to owners of the parent | 8.17 | 1.43 | 1.36 | ||
| of which: | |||||
| - continuing operations | 1.43 | 1.37 | |||
| - discontinued operations | 0 | -0.01 |
| €000 | 2017 | 2016 | |
|---|---|---|---|
| Profit for the year | (A) | 1,431,993 | 1,238,261 |
| Fair value gains/(losses) on cash flow hedges | 79,689 | -45,855 | |
| Tax effect of fair value gains/(losses) on cash flow hedges | -18,667 | 17,142 | |
| Gains/(losses) from translation of assets and liabilities of consolidated companies | -207,079 | 347,343 | |
| denominated in functional currencies other than the euro | |||
| Gains/(Losses) from translation of investments accounted for using the equity method | -2,088 | 3,925 | |
| denominated in functional currencies other than the euro | |||
| Other comprehensive income/(loss) for the year reclassifiable to profit or loss | (B) | -148,145 | 322,555 |
| Gains/(losses) from actuarial valuations of provisions for employee benefits | -1,531 | -3,232 | |
| Tax effect of gains/(losses) from actuarial valuations of provisions for employee benefits | 343 | 668 | |
| Other comprehensive income for the year not reclassifiable to profit or loss | (C) | -1,188 | -2,564 |
| Reclassifications of other components of comprehensive income to profit or loss for the year |
(D) | 20,866 | -2,866 |
| Tax effect of reclassifications of other components of comprehensive income to profit or loss for the year |
(E) | -5,484 | -168 |
| Total other comprehensive income/(loss) for the year | (F=B+C+D+E) | -133,951 | 316,957 |
| Comprehensive income for the year | (A+F) | 1,298,042 | 1,555,218 |
| Of which attributable to owners of the parent | 1,129,692 | 1,260,658 | |
| Of which attributable to non-controlling interests | 168,350 | 294,560 |
| 3. Consolidated financial statements as at | ||||
|---|---|---|---|---|
| and for the year ended 31 December 2017 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| €000 | ISSUED CAPITAL | CASH FLOW HEDGE RESERVE |
NET INVESTMENT HEDGE RESERVE |
TRANSLATION OF ASSETS CURRENCIES OTHER AND LIABILITIES OF DIFFERENCES ON DENOMINATED IN CONSOLIDATED THAN THE EURO RESERVE FOR TRANSLATION FUNCTIONAL COMPANIES |
ACCOUNTED FOR USING THE EQUITY METHOD CURRENCIES OTHER DENOMINATED IN TRANSLATION OF THAN THE EURO INVESTMENTS RESERVE FOR FUNCTIONAL |
OTHER RESERVES AND RETAINED EARNINGS |
TREASURY SHARES | YEAR NET OF INTERIM PROFIT/(LOSS) FOR DIVIDEND |
TOTAL | NON-CONTROLLING ATTRIBUTABLE TO INTERESTS EQUITY |
ATTRIBUTABLE TO OWNERS OF THE TOTAL EQUITY CONTROLLING AND TO NON INTERESTS PARENT |
| Balance as at 31 December 2015 | 825,784 | -162,403 | -36,400 | -374,165 | -6,397 | 6,069,018 | -38,985 | 523,182 | 6,799,634 | 1,683,182 | 8,482,816 |
| Comprehensive income for the year | - | -36,556 | - | 175,931 | 1,970 | -2,525 | - | 1,121,838 | 1,260,658 | 294,560 | 1,555,218 |
| Owner transactions and other changes | |||||||||||
| Atlantia SpA's final dividend (€0.480 per share) |
- | - | - | - | - | - | - | -395,316 | -395,316 | - | -395,316 |
| Transfer of profit/(loss) for previous year to retained earnings | - | - | - | - | - | 127,866 | - | -127,866 | - | - | - |
| Atlantia SpA's interim dividend (€0.440 per share) |
- | - | - | - | - | - | - | -362,451 | -362,451 | - | -362,451 |
| Dividends paid by other Group companies to non-controlling shareholders |
- | - | - | - | - | - | - | - | - | -26,654 | -26,654 |
| Share-based incentive plans | - | - | - | - | - | -4,775 | 9,313 | - | 4,538 | 78 | 4,616 |
| Purchase of treasury shares | - | - | - | - | - | -77,202 | - | -77,202 | - | -77,202 | |
| Change in scope of consolidation | - | - | - | - | - | - | - | - | - | 754,578 | 754,578 |
| Returns of capital to non-controlling shareholders and other minor changes |
- | 236 | - | - | - | -6,228 | - | - | -5,992 | -6,493 | -12,485 |
| Balance as at 31 December 2016 | 825,784 | -198,723 | -36,400 | -198,234 | -4,427 | 6,183,356 | -106,874 | 759,387 | 7,223,869 | 2,699,251 | 9,923,120 |
| Comprehensive income for the year | - | 65,450 | - | -105,469 | -1,189 | -883 | - | 1,171,783 | 1,129,692 | 168,350 | 1,298,042 |
| Owner transactions and other changes | |||||||||||
| Atlantia SpA's final dividend (€0.530 per share) |
- | - | - | - | - | - | - | -433,012 | -433,012 | - | -433,012 |
| Transfer of profit/(loss) for previous year to retained earnings | - | - | - | - | - | 326,375 | - | -326,375 | - | - | - |
| Atlantia SpA's interim dividend (€0.570 per share) |
- | - | - | - | - | - | - | -466,119 | -466,119 | - | -466,119 |
| Dividends paid by other Group companies to non-controlling shareholders |
- | - | - | - | - | - | - | - | - | -152,982 | -152,982 |
| Share-based incentive plans | - | - | - | - | - | -5,474 | 21,557 | - | 16,083 | 283 | 16,366 |
| Purchase of treasury shares | - | - | - | - | - | -84,172 | - | -84,172 | - | -84,172 | |
| Changes in interests in consolidated companies | - | 24,637 | - | 7 | -131 | 1,382,517 | - | - | 1,407,030 | 345,513 | 1,752,543 |
| Returns of capital to non-controlling shareholders, reclassifications and other minor changes |
- | -187 | - | - | -34 | -20,773 | - | - | -20,994 | -69,814 | -90,808 |
| Balance as at 31 December 2017 | 825,784 | -108,823 | -36,400 | -303,696 | -5,781 | 7,865,118 | -169,489 | 705,664 | 8,772,377 | 2,990,601 | 11,762,978 |
| €000 | NOTE | 2017 | 2016 |
|---|---|---|---|
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | |||
| Profit for the year | 1,431,993 | 1,238,261 | |
| Adjusted by: | |||
| Amortisation and depreciation | 1,088,480 | 955,247 | |
| Operating change in provisions, excluding use of provisions for refurbishment of airport infrastructure | 69,842 | 137,399 | |
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
8.13 | 42,234 | 65,351 |
| Impairment losses/(Reversal of impairment losses) on financial assets and investments accounted for at cost or fair value |
3,999 | -11,207 | |
| Share of (profit)/loss of investees accounted for using the equity method | 8.14 | 10,056 | 7,174 |
| Impairment losses/(Reversal of impairment losses) and adjustments of current and non-current assets |
-69,024 | -24,331 | |
| (Gains)/Losses on sale of non-current assets | -46,917 | -776 | |
| Net change in deferred tax (assets)/liabilities through profit or loss | 78,915 | 111,343 | |
| Other non-cash costs (income) | -69,338 | -78,527 | |
| Change in working capital and other changes | -150,214 | -38,124 | |
| Net cash generated from/(used in) operating activities [a] | 9.1 | 2,390,026 | 2,361,810 |
| CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | |||
| Investment in assets held under concession | 7.2 | -900,247 | -1,263,213 |
| Purchases of property, plant and equipment | 7.1 | -84,415 | -113,104 |
| Purchases of other intangible assets | 7.2 | -65,817 | -45,923 |
| Government grants related to assets held under concession | 1,497 | 6,291 | |
| Increase in financial assets deriving from concession rights (related to capital expenditure) | 74,969 | 76,079 | |
| Purchase of investments | -168,512 | -190,163 | |
| Acquisitions of additional interests and/or investments in consolidated companies, net of cash acquired |
-103,952 | -1,294,459 | |
| Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments |
223,565 | 4,964 | |
| Proceeds from sales of consolidated investments, net of cash and cash equivalents transferred |
1,870,007 | - | |
| Net change in other non-current assets | 20,918 | -13,559 | |
| Net change in current and non-current financial assets | -148,060 | -64,872 | |
| Net cash generated from/(used in) investing activities [b] | 9.1 | 719,953 | -2,897,959 |
| CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | |||
| (Purchase)/Sale of treasury shares | 7.12 | -84,172 | -77,202 |
| Dividends paid | 7.12 | -994,357 | -775,461 |
| Contributions from non-controlling shareholders | - | 130,020 | |
| Return of capital to non-controlling shareholders | 7.12 | -93,385 | -6,307 |
| Proceeds from exercise of rights under share-based incentive plans | 16,617 | 3,980 | |
| Issuance of bonds | 7.15 | 2,352,354 | 654,386 |
| Increase in short-term borrowings | 7.15 | - | 1,600,000 |
| Increase in medium/long term borrowings (excluding finance lease liabilities) |
271,044 | 738,589 | |
| Bond redemptions | 7.15 | -774,741 | -971,202 |
| Buyback of bonds | 7.15 | - | -220,100 |
| Repayments in medium/long term borrowings (excluding finance lease liabilities) |
-296,518 | -253,381 | |
| Payment of finance lease liabilities | -2,611 | -2,833 | |
| Net change in other current and non-current financial liabilities | -1,259,357 | 108,332 | |
| Net cash generated from/(used in) financing activities [c] | 9.1 | -865,126 | 928,821 |
| Net effect of foreign exchange rate movements on net cash and cash equivalents [d] | -17,686 | 33,973 | |
| Increase/(Decrease) in cash and cash equivalents [a+b+c+d] | 9.1 | 2,227,167 | 426,645 |
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 3,386,258 | 2,959,613 | |
| NET CASH AND CASH EQUIVALENTS AT END OF YEAR | 5,613,425 | 3,386,258 | |
| €000 | NOTE | 2017 | 2016 |
|---|---|---|---|
| Income taxes paid | 434,429 | 455,227 | |
| Interest and other financial income collected | 62,985 | 109,753 | |
| Interest and other financial expenses paid | 708,818 | 808,567 | |
| Dividends received | 8.13 | 18,284 | 7,832 |
| Foreign exchange gains collected | 405 | 1,038 | |
| Foreign exchange losses incurred | 423 | 1,119 |
| €000 | NOTE | 2017 | 2016 |
|---|---|---|---|
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 3,386,258 | 2,959,613 | |
| Cash and cash equivalents | 7.8 | 3,383,029 | 2,957,246 |
| Bank overdrafts repayable on demand | 7.15 | -4,757 | -36,654 |
| Cash and cash equivalents related to discontinued operations | 7.11 | 7,986 | 39,021 |
| NET CASH AND CASH EQUIVALENTS AT END OF YEAR | 5,613,425 | 3,386,258 | |
| Cash and cash equivalents | 7.8 | 5,624,716 | 3,383,029 |
| Bank overdrafts repayable on demand | 7.15 | -17,813 | -4,757 |
| Cash and cash equivalents related to discontinued operations | 7.11 | 6,522 | 7,986 |

The core business of the Atlantia Group (the "Group") is the management of concessions granted by the relevant authorities. Under the related concession arrangements, the Group's operators are responsible for the construction, management, improvement and upkeep of motorway and airport assets in Italy and abroad. Further information on the Group's concession arrangements is provided in note 4.
The Parent Company is Atlantia SpA ("Atlantia" or the "Company" or the "Parent Company"), a holding company listed on the screen-based trading system (Mercato Telematico Azionario) operated by Borsa Italiana SpA and is, therefore, subject to supervision by the CONSOB (the Commisione Nazionale per le Società e la Borsa, Italy's Securities and Exchange Commission).
The Company's registered office is in Rome, at Via Antonio Nibby, 20. The Company does not have branch offices. The duration of the Company is currently until 31 December 2050.
At the date of preparation of these consolidated financial statements, Sintonia SpA is the shareholder that holds a relative majority of the issued capital of Atlantia SpA. Neither Sintonia SpA nor its direct parent, Edizione Srl, exercise management and coordination of Atlantia SpA.
The consolidated financial statements as at and for the year ended 31 December 2017 were approved by the Board of Directors of Atlantia at its meeting of 23 March 2018.
The consolidated financial statements as at and for the year ended 31 December 2017 are based on the assumption that the Parent and consolidated companies are going concerns. They have been prepared in accordance with articles 2 and 3 of Legislative Decree 38/2005 and in compliance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), in addition to the previous International Accounting Standards (IAS) and interpretations issued by the Standard Interpretations Committee (SIC) and still in force, as endorsed by the European Commission. For the sake of simplicity, all the above standards and interpretations are hereinafter referred to as "IFRS".
Moreover, the measures introduced by the CONSOB, in application of paragraph 3 of article 9 of Legislative Decree 38/2005, relating to the preparation of financial statements, have also been taken into account.
The consolidated financial statements consist of the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and these notes. The historical cost convention has been applied, with the exception of those items that are required by IFRS to be recognised at fair value, as explained in the accounting policies for individual items described in note 3. The statement of financial position is based on the format that separately discloses current and non-current assets and liabilities. The income statement is classified by nature of expense. The statement of cash flows has been prepared in application of the indirect method. IFRS have been applied in accordance with the indications provided in the "Conceptual Framework for Financial Reporting", and no events have occurred that would require exemptions pursuant to paragraph 19 of IAS 1.
CONSOB Resolution 15519 of 27 July 2006 requires that, in addition to the specific requirements of IAS 1 and other IFRS, financial statements must, where material, include separate sub-items providing (i) disclosure of amounts deriving from related parties transactions; and, with regard to income statement, (ii) separate disclosure of income and expenses deriving from events and transactions that are non3. Consolidated financial statements as at and for the year ended 31 December 2017
recurring in nature or transactions or events that do not occur on a frequent basis in the normal course of business.
No non-recurring, atypical or unusual transactions, having a material impact on the Group's income statement and statement of financial position, were entered into in 2017, either with third or related parties.
As a result, the consolidated financial statements therefore show material amounts relating to related party transactions.
However, in 2017, the Parent Company launched a voluntary public tender offer, in cash and/or shares (hereinafter also the "Offer"), for the entire issued capital of Abertis Infraestructuras, a Spanishregistered company whose shares are listed on Spain's regulated markets. The Offer has not yet come to a conclusion at the date of approval of these consolidated financial statements as at and for the year ended 31 December 2017 by Atlantia's Board of Directors. The Group has incurred certain expenses in preparing the Offer and these are described in note 6.4 below. This note also illustrates the impact of the above transaction on the Group's results of operations and financial position, based on the assumption that the Offer will come to a successful conclusion. The same note describes the eventual impact of a negative outcome to the Offer.
All amounts are shown in thousands of euros, unless otherwise stated. The euro is both the functional currency of the Parent Company and its principal subsidiaries and the presentation currency for these consolidated financial statements.
Each component of the consolidated financial statements is compared with the corresponding amount for the comparative reporting period. In this regard, it should be noted that amounts in the statement of financial position as at 31 December 2016 have been restated, following completion of the identification and fair value measurement of the assets acquired and liabilities assumed as a result of the acquisition of Aéroports de la Côte d'Azur ("ACA"), completed on 9 November 2016. The impact of completion of the process of identification and fair value measurement is described in note 6.1.
A description follows of the more important accounting standards and policies used in the consolidated financial statements as at and for the year ended 31 December 2017. These accounting standards and policies are consistent with those applied in preparation of the consolidated financial statements for the previous year, as no new standards, interpretations, or amendments to existing standards became effective in 2017 having a material effect on the Atlantia Group's consolidated financial statements.
It should be noted that the following new standards and interpretations and/or amendments to existing standards and interpretations were applicable from 1 January 2017:
Property, plant and equipment is stated at cost. Cost includes expenditure that is directly attributable to the acquisition of the items and financial expenses incurred during construction of the asset. Assets acquired through business combinations prior to 1 January 2004 (the IFRS transition date) are stated at previous amounts, as determined under Italian GAAP for those business combinations and representing deemed cost.
The cost of assets with finite useful lives is systematically depreciated on a straight-line basis applying rates that represent the expected useful life of the asset. Each component of an asset with a cost that is significant in relation to the total cost of the item, and that has a different useful life, is accounted for separately. Land, even if undeveloped or annexed to residential and industrial buildings, is not depreciated as it has an indefinite useful life.
Investment property, which is held to earn rentals or for capital appreciation, or both, is recognised at cost measured in the same manner as property, plant and equipment. The relevant fair value of such assets has also been disclosed.
The bands of annual rates of depreciation used in 2017, presented by homogeneous categories highlighting the relative application interval are shown in the table below by asset class:
| PROPERTY, PLANT AND EQUIPMENT | RATE OF DEPRECIATION |
|---|---|
| Buildings | 2.5% - 33.33% |
| Plant and machinery | 10% - 33% |
| Industrial and business equipment | 4.5% - 40% |
| Other assets | 8.6% - 33.33% |
Assets acquired under finance leases are initially accounted for as property, plant and equipment, and the underlying liability recorded in the statement of financial position, at an amount equal to the relevant fair value or, if lower, the present value of the minimum payments due under the contract. Lease payments are apportioned between the interest element, which is charged to the income statement as incurred, and the capital element, which is deducted from the financial liability.
Property, plant and equipment is tested for impairment, as described below in the relevant note, whenever events or changes in specific circumstances indicate that the carrying amount may not be recoverable.
Property, plant and equipment is derecognised on disposal. Any gains or losses (determined as the difference between disposal proceeds, less costs to sell, and the carrying amount of the asset) are recognised in the income statement for the year in which the asset is sold.
Intangible assets are identifiable assets without physical substance, controlled by the entity and from which future economic benefits are expected to flow, and purchased goodwill. Identifiable intangible assets are those purchased assets that, unlike goodwill, can be separately distinguished. This condition is normally met when: (i) the intangible asset arises from a legal or contractual right, or (ii) the asset is separable, meaning that it may be sold, transferred, licensed or exchanged, either individually or as an integral part of other assets. The asset is controlled by the entity if the entity has the ability to obtain future economic benefits from the asset and can limit access to it by others.
Internally developed assets are recognised as assets to the extent that: (i) the cost of the asset can be measured reliably; (ii) the Group has the intention, the available financial resources and the technical expertise to complete the asset and either use or sell it; (iii) the Group is able to demonstrate that the asset is capable of generating future economic benefits.
Intangible assets are stated at cost which, apart from concession rights, is determined in the same manner as the cost of property, plant and equipment. The cost of concession rights is recovered in the form of payments received from road users and may include one or more of the following:
a) the fair value of construction services and/or improvements carried out on behalf of the Grantor (measured as described in the note on "Construction contracts and services in progress") less financerelated amounts, consisting of (i) the amount funded by government grants, (ii) the amount that will be unconditionally paid by replacement operators on termination of the concession (so-called
"takeover rights"), and/or (iii) any minimum level of tolls or revenue guaranteed by the Grantor. In particular, the following give rise to intangible assets deriving from concession rights:
Concession rights, on the other hand, are amortised over the concession term in a pattern that reflects the estimated manner in which the economic benefits embodied in the right are consumed. Amortisation rates are, consequently, determined taking, among other things, any significant changes in traffic volumes during the concession term into account. Amortisation is charged from the date on which economic benefits begin to accrue.
In contrast, amortisation of other intangible assets with finite useful lives begins when the asset is ready for use, in relation to their residual useful lives.
The bands of annual rates of amortisation used in 2017, presented by homogeneous categories highlighting the relative application interval are shown in the table below by asset class:
| INTANGIBLE ASSETS | RATE OF AMORTISATION |
|---|---|
| On the commencement of generation of | |
| Concession rights | economic benefits for the entity, based on the |
| residual term of the concession or, when | |
| significant, traffic projections. | |
| Development costs | 4.8% - 33.33% |
| Industrial patents and intellectual property rights | 5% - 55% |
| Licences and similar rights | 7.7% - 33.33% |
| Other assets | 3.3% - 33.33% |
Intangible assets are tested for impairment, as described below in the note on "Impairment of assets and reversals (impairment testing)", whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.
Gains and losses on the disposal of intangible assets are determined as the difference between the disposal proceeds, less costs to sell, and the carrying amount of the asset and then recognised in profit or loss on disposal.
Acquisitions of companies or business units are accounted for using the acquisition method, as required by IFRS 3. For this purpose, the identifiable assets acquired and liabilities assumed through business combinations are measured at their respective fair values at the acquisition date. The cost of an acquisition is measured as the fair value, at the date of exchange, of the assets acquired, liabilities assumed and any equity instruments issued by the Group in exchange for control of the acquired entity.
Ancillary costs directly attributable to the business combination are recognised as an expense in the income statement when incurred.
Goodwill is initially measured as the positive difference between 1) the acquisition cost, plus both the fair value at the acquisition date of any previous non-controlling interests held in the acquiree and the value of non-controlling interests held by third parties in the acquiree (at fair value or prorated to the current net asset value of the acquiree), and 2) the fair value of the net assets acquired.
The goodwill, as measured on the date of acquisition, is allocated to each of the substantially independent cash generating units or groups of cash generating units which are expected to benefit from the synergies of the business combination.
A negative difference between the cost of the acquisition, as increased by the above components, and the Group's share in the fair value of net assets is recognised as income in profit or loss in the year of acquisition.
Goodwill on acquisitions of non-controlling interests is included in the carrying amount of the relevant investments.
If the Group is not in possession of all the information necessary to determine the fair value of the assets acquired and the liabilities assumed, these are recognised on a provisional basis in the year in which the business combination is completed and retrospectively adjusted within twelve months of the acquisition date.
After initial recognition, goodwill is no longer amortised and is carried at cost less any accumulated impairment losses, determined as described in the note on impairment testing.
IFRS 3 was not applied retrospectively to acquisitions prior to 1 January 2004, the Parent Company's IFRS transition date. As a result, the carrying amount of goodwill on these acquisitions is that determined under Italian GAAP, which is the net carrying amount at this date, subject to impairment testing and the recognition of any impairment losses.
Investments in associates and joint ventures are accounted for using the equity method. The Group's share of post-acquisition profits or losses is recognised in the income statement for the accounting period to which they relate, with the exception of the effects deriving from other changes in the equity of the investee, excluding any owner transactions, when the Group's share is recognised directly in comprehensive income. In addition, when measuring the value of the investment, this method is also used to recognise the fair value of the investee's assets and liabilities and any goodwill, determined with reference to the acquisition date. Such assets and liabilities are subsequently measured in future years on the basis of the standards and accounting policies described in this note.
Provisions are made to cover any losses of an associate or joint venture exceeding the carrying amount of the investment, to the extent that the investor is required to comply with actual or constructive obligations to cover such losses.
Investments in unconsolidated subsidiaries and other companies, which qualify as available-for-sale financial instruments as defined by IAS 39, are initially accounted for at cost at the settlement date, in that this represents fair value, plus any directly attributable transaction costs.
After initial recognition, these investments are measured at fair value, to the extent reliably determinable, through the statement of comprehensive income and hence in a specific equity reserve. On realisation or recognition of an impairment loss in the income statement, the accumulated gains and losses in that reserve are reclassified to the income statement.
Impairment losses, identified as described below in the note on "Impairment of assets and reversals (impairment testing)", are reversed to other comprehensive income in the event the circumstances giving rise to the impairment cease to exist.
When fair value cannot be reliably determined, investments, classified as available-for-sale, are measured at cost less any impairment losses. In this case impairment losses may not be reversed.
Construction contracts are accounted for on the basis of a contract's revenue and costs that can be reliably estimated with reference to the stage of completion of the contract, in accordance with the percentage of completion method, as determined by a survey of the works carried out or based on the ratio of costs incurred to total estimated costs. Contract revenue is allocated to the individual reporting periods in proportion to the stage of contract completion. Any positive or negative difference between contract revenue and any advance payments received is recognised in assets or liabilities, taking account of any impairments, in order to reflect the risks linked to the inability to recover the value of work performed on behalf of customers.
In addition to contract payments, contract revenue includes variations, price reviews and any additional payments to the extent that they can be reliably determined.
Expected losses are recognised immediately in profit or loss, regardless of the stage of contract completion.
Revenue from construction and/or upgrade services provided to the Grantor and relating to the concessions held by certain Group companies, are recognised on a percentage of completion basis. Construction and/or upgrade service revenues, representing the consideration for services provided, are measured at fair value, calculated on the basis of the total costs incurred (consisting primarily of the cost of materials and external services, relevant employee benefits and financial expenses, the latter only in the case of construction and/or upgrade services for which the operator receives additional economic benefits), plus any arm's length profits realised on construction services provided by Group entities (in that they represent the fair value of the services). The double entry of construction and /or upgrade service revenue is represented by financial assets deriving from concession rights and/or grants, or by intangible assets deriving from concession rights, as explained in the relevant note.
Inventories, primarily consisting of stocks and spare parts used in the maintenance and assembly of plant, are measured at the lower of purchase or conversion costs and net realisable value obtained on their sale in the ordinary course of business. The purchase cost is determined using the weighted average cost method.
Receivables are initially recognised at the fair value of the underlying asset, after any directly attributable transaction proceeds, and subsequently measured at amortised cost, using the effective interest method, less any allowance for bad debts. The amount of the allowance is based on the present value of expected future cash flows. These cash flows take account of expected collection times, estimated realisable value, any guarantees received, and the expected costs of recovering amounts due.
Impairment losses are reversed in future periods if the circumstances that resulted in the loss no longer exist. In this case, the reversal is accounted for in the income statement and may not in any event exceed the amortised cost of the receivable had no previous impairment losses been recognised.
Payables are initially accounted for at the fair value of the underlying liability, after any directly attributable transaction costs. After initial recognition, payables are recognised at amortised cost, using the effective interest method.
Trade receivables and payables, which are subject to normal commercial terms and conditions, are not discounted to present value.
Cash and cash equivalents is recognised at face value. They include highly liquid demand deposits or very short-term instruments subject to an insignificant risk of changes in value.
All derivative financial instruments are recognised at fair value at the end of the year.
As required by IAS 39, derivatives are designated as hedging instruments when the relationship between the derivative and the hedged item is formally documented and the periodically assessed effectiveness of the hedge is high and ranges between 80% and 125%.
Changes in the fair value of cash flow hedges hedging assets and liabilities (including those that are pending and highly likely to arise in the future) are recognised in the statement of comprehensive income. The gain or loss relating to the ineffective portion is recognised in profit or loss.
Changes in the value of fair value hedged assets and liabilities are recognised in profit or loss for the period. Likewise, the hedged assets and liabilities are restated at fair value through profit or loss. Since derivative contracts deemed net investment hedges in accordance with IAS 39, because they were concluded to hedge the risk of unfavourable movements in the exchange rates used to translate net investments in foreign operations, are treated as cash flow hedges, the effective portion of fair value gains or losses on the derivatives is recognised in other comprehensive income, thus offsetting changes in the foreign currency translation reserve for net investments in foreign operations. Accumulated fair value gains and losses, recognised in the net investment hedge reserve, are reclassified from equity to profit or loss on the disposal or partial disposal of the foreign operation.
Changes in the fair value of derivative instruments that do not qualify for hedge accounting under IAS 39 are recognised in profit or loss.
Other financial assets that Group companies intend and are able to hold to maturity and other financial liabilities are recognised at the fair value of the purchase consideration at the settlement date, with assets being increased and liabilities being reduced by transaction costs directly attributable to the purchase of the assets or issuance of the liabilities. After initial recognition, financial assets and liabilities are measured at amortised cost using the original effective interest method.
Financial assets and liabilities are derecognised when, following their sale or settlement, the Group is no longer involved in their management and has transferred all risks and rewards of ownership. If there is a modification of one or more terms of an existing financial instrument (including as a result of its novation), it is necessary to conduct a qualitative and quantitative analysis in order to assess whether or not the modification is substantial with respect to the existing terms. In the event of non-substantial modifications, the instrument continues to be accounted for at the previously recognised amortised cost, and the instrument's effective interest rate is remeasured on a prospective basis. If the modifications are substantial, the existing instrument is derecognised and the fair value of the new instrument is recognised, with the related difference recognised in profit or loss.
Financial assets held for trading are recognised and measured at fair value through profit or loss. Other categories of financial asset classified as available-for-sale financial instruments are recognised and measured at fair value through comprehensive income and, consequently, in a specific equity reserve. The financial instruments in these categories have, to date, never been reclassified.
Financial assets also include the following receivables arising from assets held under concession:
c) amounts due from public entities as grants or similar compensation relating to the construction of infrastructure (construction and/or upgrade services).
Consolidated financial statements as at and for the year ended 31 December 2017
For all transactions or balances (financial or non-financial) for which an accounting standard requires or permits fair value measurement and which falls within the application of IFRS 13, the Group applies the following criteria:
Based on the inputs used for fair value measurement, a fair value hierarchy for classifying the assets and liabilities measured at fair value, or the fair value of which is disclosed in the financial statements, has been identified:
Definitions of the fair value hierarchy level in which individual financial instruments measured at fair value have been classified, or for which the fair value is disclosed in the financial statements, are provided in the notes to individual components of the financial statements.
There are no assets or liabilities classifiable in level 3 of the fair value hierarchy.
No transfers between the various levels of the fair value hierarchy took place during the year.
The fair value of derivative financial instruments is based on expected cash flows that are discounted at rates derived from the market yield curve at the measurement date and the curve for listed credit default swaps entered into by the counterparty and Group companies, to include the non-performance risk explicitly provided for by IFRS 13.
In the case of medium/long-term financial instruments, other than derivatives, where market prices are not available, the fair value is determined by discounting expected cash flows, using the market yield curve at the measurement date and taking into account counterparty risk in the case of financial assets and own credit risk in the case of financial liabilities.
"Provisions for construction services required by contract" relate to any outstanding contractual obligations for construction services to be performed, having regard to motorway expansion and upgrades for which the operator receives no additional economic benefits in terms of a specific increase in tolls and/or a significant increase in expected use of the infrastructure. Since the performance of such obligations is treated as part of the consideration for the concession, an amount equal to the fair value of future construction services (equal to the present value of the services, less the portion covered by grants, and excluding any financial expenses that may be incurred during provision of the services) is initially recognised.
The double entry is concession rights for works without additional economic benefits. The fair value of the residual liability for future construction services is, therefore, periodically reassessed and changes to the measurement of the liabilities (such as, for example, changes to the estimated cash outflows necessary to discharge the obligation, a change in the discount rate or a change in the construction period) are recognised as a matching increase or reduction in the corresponding intangible asset. Any increase in provisions to reflect the time value of money is recognised as a financial expense.
Other provisions are made when: (i) the Group has a present (actual or constructive) obligation as a result of a past event; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the related amount can be reliably estimated.
Provisions are measured on the basis of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the discount to present value is material, provisions are determined by discounting future expected cash flows to their present value at a rate that reflects the market view of the time value of money. Subsequent to the computation of present value, the increase in provisions over time is recognised as a financial expense.
"Provisions for the repair and replacement of motorway and airport infrastructure" cover the liability represented by the contractual obligation to repair and replace motorway infrastructure, as required by the concession arrangements entered into by the Group's motorway operators and the respective grantors. These provisions are calculated on the basis of the usage and state of repair of motorways at the end of the reporting period, taking into account, if material, the time value of money.
Routine maintenance costs are, in contrast, recognised in the income statement when incurred and are not, therefore, included in the provisions.
The provisions for cyclical maintenance include the estimated cost of a single cycle and are determined separately for each category of infrastructure (viaducts, flyovers, tunnels, safety barriers, motorway surfaces). The following process is applied for each category, based on specific technical assessments, the available information, the current state of motorway traffic and existing materials and technologies:
The above effects are recognised in the following income statement items:
a) the "Operating change in provisions", reflecting the impact of the revision of estimates as a result of technical assessments (the value of the works to be carried out and the expected timing of such works) and the change in the discount rate used compared with the previous year;
b) "Financial expenses from discounting of provisions", reflecting the time value of money, calculated on the basis of the value of the provisions and the interest rate used to discount the provisions to present value at the prior year reporting date.
When the cost of the works is actually incurred, the cost is recognised by nature and the item "Operating change in provisions" reflects use of the provisions previously made, as described in point e) above.
In accordance with existing contractual obligations, "Provisions for the refurbishment of airport infrastructure" reflect the present value of the estimated costs to be incurred over time in order to satisfy the contractual obligation, to be fulfilled by the operator in accordance with the concession arrangement, requiring performance of the necessary extraordinary maintenance of the assets operated under concession and their repair and replacement. Given that these costs cannot be accounted for as an increase in the value of the assets as they are effectively incurred from time to time, and that they do not meet the necessary requirement for recognition in intangible assets, they are accounted for, together with the assets to which they relate, as provisions in accordance with IAS 37. This is done based on the degree to which the infrastructure is used, as this is deemed to represent the likely cost to be incurred by the operator in order to guarantee fulfilment, over time, of the obligation to ensure the serviceability and safety of the assets operated under concession. Given the cyclical nature of the works, the value of the provisions recognised in the financial statements is limited to the estimated costs to be incurred as part of the first maintenance cycle, following the end of the reporting period, calculated, taking into account the necessary impact of discounting to present value, for each individual intervention. Classification of the works, as among those to be included in the provisions or as construction/upgrade services performed on behalf of the grantor, is based on the operator's assessment, with the support of its technical units, of the essential elements of the projects included in the approved investment programmes, identifying those that satisfy the criteria described above.
Short-term employee benefits, provided during the period of employment, are accounted for as the accrued liability at the end of the reporting period.
Liabilities deriving from medium/long-term employee benefits are recognised in the vesting period, less any plan assets and advance payments made. They are determined on the basis of actuarial assumptions and, if material, recognised on an accruals basis in line with the period of service necessary to obtain the benefit.
Post-employment benefits in the form of defined benefit plans are recognised at the amount accrued at the end of the reporting period.
Post-employment benefits in the form of defined benefit plans are recognised in the vesting period, less any plan assets and advance payments made. Such defined benefit plans primarily regard the obligation as determined on the basis of actuarial assumptions and recognised on an accruals basis in line with the period of service necessary to obtain the benefit. The obligation is calculated by independent actuaries. Any resulting actuarial gain or loss is recognised in full in other comprehensive income in the period to which it relates.
Where the carrying amount of non-current assets held for sale, or of assets and liabilities included in disposal groups and/or related to discontinued operations is to be recovered primarily through sale rather than through continued use, these items are presented separately in the statement of financial position. Immediately prior to being classified as held for sale, each asset and liability is recognised under the specific IFRS applicable and subsequently accounted for at the lower of the carrying amount and fair value. Any impairment losses are recognised immediately in the income statement.
Disposal groups or discontinuing operations are recognised in the income statement as discontinued operations provided the following conditions are met:
After tax gains and losses resulting from the management or sale of such operations are recognised as one amount in profit or loss with comparatives.
Revenue is recognised when the fair value can be reliably measured and it is probable that the economic benefits associated with the transactions will flow to the Group. Depending on the type of transaction, revenue is recognised on the basis of the following specific criteria:
Government grants are accounted for at fair value when: (i) the related amount can be reliably determined and there is reasonable certainty that (ii) they will be received and that (iii) the conditions attaching to them will be satisfied.
Grants related to income are accounted for in the income statement for the accounting period in which they accrue, in line with the corresponding costs.
Grants received for investment in motorways and airports are accounted for as construction service revenue, as explained in the note on "Construction contracts and services work in progress". Any grants received to fund investment in property, plant and equipment are accounted for as a reduction in the cost of the asset to which they refer and result in a reduction in depreciation.
Income taxes are recognised on the basis of an estimate of tax expense to be paid, in compliance with the regulations in force, as applicable to each Group company.
Income tax payables are reported under current tax liabilities in the statement of financial position less any payments of taxes on account. Any overpayments are recognised as current tax assets.
Income tax payables are reported under current tax liabilities in the statement of financial position less any payments of taxes on account. Any overpayments of IRAP are recognised as current tax assets. Deferred tax assets and liabilities are determined on the basis of temporary differences between the carrying amounts of assets and liabilities as in the Company's books (resulting from application of the accounting policies described in note 3) and the corresponding tax bases (resulting from application of the tax regulations in force in the country relevant to each subsidiary), as follows:
The Parent Company, Atlantia SpA, has again operated a tax consolidation arrangement for 2017, in which certain Italian-registered subsidiaries participate.
The cost of services provided by directors and/or employees remunerated through share-based incentive plans, and settled through the award of financial instruments, is based on the fair value of the rights at the grant date. Fair value is computed using actuarial assumptions and with reference to all characteristics, at the grant date (vesting period, any consideration due and conditions of exercise, etc.), of the rights and the plan's underlying securities. The obligation is determined by independent actuaries. The cost of these plans is recognised in profit or loss, with a contra-entry in equity, over the vesting period, based on a best estimate of the number of options that will vest.
The cost of any services provided by Directors and/or employees and remunerated through share-based payments, but settled in cash, is instead measured at the fair value of the liability assumed and recognised in profit or loss, with a contra entry in liabilities, over the vesting period, based on a best estimate of the number of options that will vest. Fair value is remeasured at the end of each reporting period until such time as the liability is settled, with any changes recognised in profit or loss.
At the end of the reporting period, the Group tests property, plant and equipment, intangible assets, financial assets and investments for impairment.
If there are indications that these assets have been impaired, the value of such assets is estimated in order to verify the recoverability of the carrying amounts and eventually measure the amount of the impairment loss. Irrespective of whether there is an indication of impairment, intangible assets with indefinite lives and those which are not yet available for use are tested for impairment at least annually, or more frequently, if an event has occurred or there has been a change in circumstances that could cause an impairment.
If it is not possible to estimate the recoverable amounts of individual assets, the recoverable amount of the cash-generating unit to which a particular asset belongs is estimated.
This entails estimating the recoverable amount of the asset (represented by the higher of the asset's fair value less costs to sell and its value in use) and comparing it with the carrying amount. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. In calculating value in use, expected future pre-tax cash flows are discounted, using a pre-tax rate that reflects current market assessments of the cost of capital, embodying the time value of money and the risks specific to the asset.
In estimating an operating CGU's future cash flows, after-tax cash flows and discount rates are used because the results are substantially the same as pre-tax computations.
Impairments are recognised in profit or loss and classified in various ways depending on the nature of the impaired asset. If there are indications, at the end of the reporting period, that an impairment loss recognised in previous years has been reduced, in full or in part, the recoverability of the carrying amount is tested and any reversal of the impairment loss determined. The reversal may under no circumstances exceed the amount of the impairment loss previously recognised. Losses are reversed if the circumstances that resulted in the loss no longer exist, provided that the reversal does not exceed the cumulative impairment losses previously recognised, unless the impairment loss relates to goodwill and investments measured at cost, where the related fair value cannot be reliably determined. In this case, the impairment may not be reversed.
Preparation of financial statements in compliance with IFRS involves the use of estimates and judgements, which are reflected in the measurement of the carrying amounts of assets and liabilities and in the disclosures provided in the notes to the financial statements, including contingent assets and liabilities at the end of the reporting period. These estimates are primarily used in determining amortisation and depreciation, impairment testing of assets (including the measurement of receivables), provisions, employee benefits, the fair value of financial assets and liabilities, and deferred tax assets and liabilities. The amounts subsequently recognised may, therefore, differ from these estimates. Moreover, these estimates and judgements are periodically reviewed and updated, and the resulting effects of each change immediately recognised in the financial statements.
The reporting package of each consolidated enterprise is prepared using the functional currency of the economy in which the enterprise operates. Transactions in currencies other than the functional currency are recognised by application of the exchange rate at the transaction date. Assets and liabilities denominated in currencies other than the functional currency are, subsequently, remeasured by application of the exchange rate at the end of the reporting period. Any exchange differences on remeasurement are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies and recognised at historical cost or fair value are translated using the exchange rate at the date of initial recognition.
Translation of the liabilities, assets, goodwill and consolidation adjustments shown in the reporting packages of consolidated companies with functional currencies other than the euro is made at the closing rate of exchange, whereas the average rate of exchange is used for income statement items (to the extent that they approximate the transaction date rate) or the rate during the period of consolidation, if lower. All resultant exchange differences are recognised directly in comprehensive income and reclassified to profit or loss upon the loss of control of the investment and the resulting deconsolidation.
Basic earnings per share is computed by dividing profit attributable to owners of the parent by the weighted average number of shares outstanding during the accounting period. Diluted earnings per share is computed by dividing profit attributable to owners of the parent by the above weighted average, also taking into account the effects deriving from the subscription, exercise or conversion of all potential shares that may be issued as a result of the exercise of any outstanding rights.
As required by IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors", this section describes new accounting standards and interpretations, and amendments of existing standards and interpretations that are already applicable, that have yet to come into effect at the reporting date and that may in the future be applied in the Group's consolidated financial statements:
| Effective date of IASB | Date of EU | |
|---|---|---|
| Name of document | document | endorsement |
| New accounting standards and interpretations | ||
| IFRS 9 – Financial Instruments | 1 January 2018 | November 2016 |
| IFRS 15 – Revenue from Contracts with Customers | 1 January 2018 | September 2016 |
| IFRS 16 – Leases | 1 January 2019 | October 2017 |
| Amendments to existing standards and interpretations | ||
| Amendments to IFRS 2 – Share-based Payment | 1 January 2018 | Not endorsed |
| Annual Improvements to IFRSs: 2014–2016 | 1 January 2017 - 2018 | February 2018 |
| Annual Improvements to IFRSs: 2015–2017 | 1 January 2019 | Not endorsed |
In July 2014, the IASB published the final version of IFRS 9, the standard created to replace the existing IAS 39 for the classification and measurement of financial instruments.
The standard introduces new rules for the classification and measurement of financial instruments, a new impairment model for financial assets and a new hedge accounting model.
IFRS 9 envisages a single approach for the assessment and classification of all financial assets, including those containing embedded derivatives. The classification and related measurement is driven by both the business model in which the financial asset is held and the contractual cash flow characteristics of the asset.
The financial asset is measured at fair value, with any changes recognised in comprehensive income, if the objectives of the business model are to hold the financial asset to collect the contractual cash flows, or to sell it. Finally, the standard envisages a residual category of financial asset measured at fair value through profit or loss, which includes assets held for trading.
A financial asset meeting the conditions to be classified and measured at amortised cost may, on initial recognition, be designated as a financial asset at fair value through profit or loss, to the extent that this accounting treatment would eliminate or significantly reduce a measurement or recognition inconsistency (sometimes referred to as an 'accounting mismatch') that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.
In addition, the new standard provides that an entity may, with respect to investments in equity instruments, which consequently may not be carried and measured at amortised cost unless such instruments are shares that are not held for trading but rather for strategic reasons, make an irrevocable election on initial recognition to present changes in the fair value in comprehensive income.
The new IFRS 9, on the other hand, has confirmed the provisions of IAS 39 for financial liabilities including the related measurement at amortised cost or, in specific circumstances, at fair value through profit or loss. As a result of the amendment approved on 12 October 2017 (and effective from 1 January 2019), it has been specified that:
The requirements of IAS 39 that have been changed are primarily:
IFRS 9 has defined a new impairment model for financial assets, with the objective of providing the users of financial statements with more useful information about an entity's expected losses. The model requires an entity to recognise expected credit losses at all times and to update the amount of expected losses recognised at each reporting date to reflect changes in the credit risk of the financial instruments. It is, therefore, no longer necessary to wait for evidence of a trigger event before testing for impairment and recognition of a credit loss. All financial instruments must be tested for impairment, with the exception of those measured at fair value through profit or loss.
The most important changes introduced by IFRS 9 regard:
IFRS 15 replaces the previous IAS 18, in addition to IAS 11, regarding contract work, and the related interpretations, IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31.
IFRS 15 establishes the standards to follow in recognising revenue from contracts with customers, with the exception of contracts falling within the scope of application of standards governing leases, insurance contracts and financial instruments.
The new standard provides an overall framework for identifying the timing and amount of revenue to be recognised in the financial statements. Under the new standard, the entity must analyse the contract and the related accounting effects using the following steps:
The amount recognised as revenue by an entity must, therefore, reflect the consideration to which the entity is entitled in exchange for goods transferred to the customer and/or services rendered. This revenue is to be recognised when the entity has satisfied its performance obligations under the contract.
In addition, in recognising revenue, the standard stresses the need to assess the likelihood of obtaining/collecting the economic benefits linked to the proceeds. In the case of contract work in progress, currently governed by IAS 11, the new standard introduces the requirement to recognise revenue taking into account the effect of discounting to present value resulting from the deferral of collections over time.
If it is not possible to retrospectively apply the new standard, a modified approach can be used upon firsttime adoption. Under this approach, the effects of application of the new standard must be recognised in opening equity at the beginning of the reporting period of first-time adoption.
On 13 January 2016, the IASB published the final version of the new accounting standard regarding the accounting treatment for finance leases. This new standard replaces IAS 17, IFRIC 4, SIC 15 and SIC 27, and its adoption, subject to endorsement by the European Union, is required from 1 January 2019. Earlier application is permitted if IFRS 15 – Revenue from Contracts with Customers has been applied.
The new accounting standard provides a single lessee accounting model for both operating and finance leases. IFRS 16 requires the lessee to recognise the leased assets in its statement of financial position, with the assets recognised and classified as a right-of-use asset (thus, in intangible assets), regardless of the nature of the leased asset, to be amortised over the life of the right. On initial recognition, the lessee recognises the right-of-use asset and the related lease liability, based on the present value of the minimum lease payments payable over the lease term. IFRS 16 also clarifies that a lessor, with regard to contracts that contain a lease component, must separate the lease components (to which IFRS 16 applies) from the nonlease components, to which other IFRS are applicable.
Application of the new method of presentation is not required, in terms of significance for the lessee, when the lease term is 12 months or less or the underlying asset has a low value.
In terms of the lessor, the alternative accounting models for finance or operating leases continue to be substantially applicable, depending on the nature of the contract, as currently governed by IAS 17. As a result, it will be necessary to recognise the receivable (if a finance lease) or the fixed asset (if an operating lease).
On 20 June 2016, the IASB published a number of amendments to IFRS 2 in order to clarify the method of accounting for cash-settled share-based payments linked to performance indicators, the classification of share-based payments settled net of tax withholdings and the method of accounting in the event of modification of share-based payment transactions from cash-settled to equity-settled.
On 8 December 2016, the IASB published its "Annual Improvements to IFRSs: 2014 – 2016 cycle". The principal amendments that could be relevant to the Group regard IFRS 12 – Disclosure of Interest in Other Entities. The document clarifies the scope of the standard, specifying that the disclosures required by the standard, with the exception of those in paragraphs B10-B16, also apply to investments in other entities held for sale, held for distribution or as discontinued operations in accordance with IFRS 5.
On 12 December 2017, the IASB published its "Annual Improvements to IFRSs: 2015 – 2017 cycle", introducing amendments to a number of standards as part of its annual improvements process. The principal amendments that could be relevant to the Group regard:
The Atlantia Group is currently evaluating the effects of the future application of newly issued standards, as well as of revisions and amendments to existing standards. These effects cannot currently be reasonably estimated, with the exception of IFRS 9, IFRS 15 and IFRS 16, to which the following applies.
With regard to the new standard, IFRS 9, the Group has proceeded with an assessment of the potential impact of application of the standard. This process has focused on the principal financial statement items that may be affected, consisting of trade receivables, financial assets deriving from concession rights, financial liabilities and derivative financial instruments.
The impact of the procedures required by the new standard on the above items has been analysed and, as a result of the tests and evaluations conducted, it is not expected to have a material impact on the Atlantia Group's consolidated financial statements. The only modification of note regards the non-substantial modifications of financial liabilities carried out by Autostrade per l'Italia and Aeroporti di Roma in 2017 and described in note 7.15.Under the new standard, these modifications would have resulted in recognition, in profit or loss, of the difference between the present value of the modified cash flows (determined using the instrument's effective interest rate at the date of the modification) and the carrying amount of the instrument at the date of the modification. This difference, estimated to be approximately €43 million before the related taxation, will be recognised as an increase in consolidated equity at 1 January 2018, representing the effect of adoption of IFRS 9.
With reference to IFRS 15, the Group has substantially completed its assessment of the applicability of the new standard to the various types of existing contracts, and the potential operational and accounting effects. The assessment examined the applicability of the new standard to the concession arrangements to which Group companies are party, to the sub-concessions granted for motorway service areas and retail space on motorways and at airports, and to the other important contracts to which Group companies are party.
The process has resulted in the view that the concession arrangements to which Group companies are party do not fall within the scope of application of IFRS 15. As a result, the current methods of presentation, described above in these notes, are not expected to change, including the treatment of revenue from construction services and the above sub-concession arrangements, which are excluded from application of the new standard as they are governed by IAS 17 – Leases, given that they are leases of specific assets. Adoption of the new standard is also not expected to result in significant changes to the way in which other important contracts are accounted for.
Therefore, based on the analyses and evaluations conducted, the adoption of IFRS 15 is not expected to have a material impact on the Atlantia Group's consolidated financial statements.
The Group has also assessed the potential impact of the introduction of IFRS 16. The Group is not a party to significant lease arrangements as a lessee. In addition, with regard to arrangements in which Group companies are the lessor, essentially represented by sub-concession arrangements involving the lease of space used by retailers and food service providers along the motorways and at the airports operated under concession, IFRS 16 has not introduced changes to the accounting treatment of lease arrangements by lessors, compared with the requirements of IAS 17. As a result, introduction of the new standard is not currently expected to have a material impact.
The Group's core business is the operation of motorways and airports under concessions held by Group companies. The purpose of the concessions is the construction and operation of motorway infrastructure (in Italy and abroad) and of the airport system.
Essential information regarding the concessions held by Group companies is set out below. Further details of events of a regulatory nature, linked to the Group's concession arrangements, during the year are provided in note 10.7, "Significant legal and regulatory aspects".
Existing concession arrangements establish the right for motorway operators to demand tolls from motorway users. Tolls are revised annually through a toll formula contained in the specific individual concession arrangements. On the other hand, operators have an obligation to pay concession fees, to
expand and modernise the motorway infrastructure operated under the concessions, and to maintain and operate the motorways. Concessions are not automatically renewed on expiry but are publicly re-tendered in accordance with laws as may be in effect from time to time. This consequently entails the handover free of charge of all assets in a good state of repair by the operator to the Grantor, unless the concession provides for a payment by a replacement operator of the residual carrying amount of assets to be handed over.
The only changes to the motorway concessions held by the Group's Italian companies in 2017 are as follows:
A II Addendum to Autostrade per l'Italia's Single Concession Arrangement was signed on 10 July 2017, replacing the previous addendum signed on 10 December 2015, for which the related approval process had not been completed. The Addendum governs the inclusion of the Casalecchio Interchange – Northern section among the operator's investment commitments in the Single Concession Arrangement. The project will involve expenditure of up to approximately €158 million, including around €2 million already incurred for design work, and almost €156 million to be paid to ANAS, which will carry out the work and then operate the infrastructure. This amount will be paid to ANAS on a stage of completion basis and under a specific agreement to be executed. The amount will then be recouped by Autostrade per l'Italia through the specific "K" tariff component.
During the approval process, the Grantor requested that the document be signed digitally. The Addendum was then signed on 22 February 2018 and will be effective once it has been approved by the Ministry of Infrastructure and Transport and the Ministry of the Economy and Finance, and once the related decree has been registered by Italy's Court of Auditors.
On 8 September 2017, the Addendum to Tangenziale di Napoli's Single Concession Arrangement was signed. The Addendum sets out the results of the five-yearly review (2014 – 2018) of the financial plan annexed to the Arrangement. During the approval process, the Grantor requested that the document be signed digitally. The Addendum was then signed on 22 February 2018 and will be effective once it has been approved by the Ministry of Infrastructure and Transport and the Ministry of the Economy and Finance, and once the related decree has been registered by Italy's Court of Auditors.
There are, in any event, no changes to report regarding the concession arrangements to which the Group's Italian companies are party, given the fact that the process of revising the financial plans of Raccordo Autostradale Valle d'Aosta, Tangenziale di Napoli and Autostrada Tirrenica is still in progress.
With regard to Autostrade per l'Italia's concession, the company is in the process of implementing a programme of investment in major infrastructure projects (including the works envisaged in the Concession Arrangement of 1997, the IV Addendum of 2002 and other investment), worth approximately €18.0 billion, including approximately €10.1billion already completed as at 31 December 2017 (€9.8 billion as at 31 December 2016). The investment programme, which forms part of the company's financial plan, updated to December 2013, essentially regards the upgrade of existing motorways.
With regard to the concession held by Autostrade Meridionali, which expired on 31 December 2012, the company is continuing to operate the relevant motorway (the A3 Naples-Salerno) under a contract extension, in accordance with the terms of the previous arrangement, and whilst awaiting the conclusion of the tender process that will select the new operator to take over operation of the motorway. Further information is provided in note 10.7.
The concessions held by the Group's Brazilian companies also envisage a series of obligations relating to the construction, expansion, modernisation, maintenance and operation of the motorways covered by the concession arrangements, in return for the right to charge motorway users a toll, revised annually on the basis of inflation.
The following should be noted with regard to operators' investment commitments:
On expiry, all the motorway assets covered by the concessions must be returned to the Grantor in a good state of repair.
The concessions held by the Group's Chilean companies envisage a series of obligations relating to investment, maintenance and operation of the sections of motorway covered by the concession arrangements, in return for the right to charge motorway users a toll. In certain cases, the tolls are subject to a guaranteed minum level of revenue by the Grantor. These tolls are revised annually on the basis of inflation and, in certain cases, other parameters represented by unconditional increases (3.5% for the concessions held by Costanera Norte, Vespucio Sur and Nororiente, 1.5% for AMB) or factors linked to accident rates (Los Lagos).
On expiry, all the motorway assets covered by the concessions must be returned to the Grantor in a good state of repair. The concessions held by Nororiente and AMB expire on reaching specific thresholds for total revenue discounted to present value (using a discount rate defined in the related concession arrangement) and, in any event, not beyond a certain date.
The investment programme to which the operator, Costanera Norte, is committed, named "Programma Santiago Centro Oriente" (or "CC7"), covers seven projects designed to eliminate the principal bottlenecks on the section operated under concession. The total value of the work to be carried out is around 256 billion Chilean pesos (€349 million) with approximately 92% of the work completed at the end of 2017. The addendum has introduced a mechanism for compensating the operator for the cost of investment in the project. This will be in the form of additional revenue generated by new tollgates under a revenue-sharing arrangement with the Grantor, potential payments from the Grantor and/or extension of the concession term in order to guarantee an unconditional return on the investment for up to 3 years. Should there be a residual amount due to the operator at the end of any extension, the Grantor will pay the balance.
In 2017, the operator, Nororiente began work on doubling the Chamisero tunnel at an estimated cost of approximately 29 billion Chilean pesos (equal to €41 million).
Finally, the operator, AMB, has plans in place for the construction of the northern section of the motorway covered by its concession at an estimated cost of approximately 25 billion Chilean pesos (equal to €35 million 1). Subject to receiving the necessary consents, work is expected to begin in 2018.
In July 2017, Grupo Costanera was awarded the concession covering the last 5km section of the inner ring road in the city of Santiago (Amerigo Vespucio Oriente II). The section is to consist entirely of a tunnel and will cost approximately 380 billion Chilean pesos to build (€500 million).
In December 2017 Chile's Ministry of Public Works and Ministry of Finance signed a resolution requesting the operator, Los Lagos, to carry out certain construction services and road safety works as a matter of urgent public interest ("Programa de Obras de Seguridad y Serviciabilidad"), which the operator will be compensated for at a pre-set rate via extension of the concession term and/or an eventual cash payment, to be included in a specific addendum to the concession arrangement within 6 months of publication of the resolution in the Official Bulletin. The total value of the programme is approximately 31.6 billion Chilean pesos (equivalent to approximately €43 million).
Stalexport Autostrady SA is a holding company listed on the Warsaw Stock Exchange. It owns 100% interest in Stalexport Autostrada Malopolska SA, which holds a concession for a 61-km section of motorway between Krakow and Katowice, requiring implementation of an investment programme and the obligation to operate and maintain the specific section of motorway covered by its concession arrangement. In return for the services rendered, the operator has the right to charge motorway users a toll. The concession expires in March 2027.
The operator, Aeroporti di Roma ("ADR") holds an exclusive concession to manage the airport system serving Italy's capital city, consisting of "Leonardo da Vinci" Fiumicino airport and "G.B. Pastine" Ciampino airport, in accordance with the concession awarded to the company by Law 755 of 10 November 1973, the Single Concession Arrangement covering management of the capital city's airport system and the Planning Agreement ("the Single Deed"), signed on 25 October 2012, and which replaced the previous Arrangement 2820, dated 26 June 1974. The Single Deed regulates, in one single document, both relations pertaining to the airport concession (Section I of the Agreement), and the criteria for determining and periodically reviewing the applicable regulatory tariffs, being the fees receivable for the aviation services provided, within the airports, on an exclusive basis by the operator, and their review throughout the airport concession term (Section II, "Planning Agreement and Tariff Regulation"). The setting and revision of regulatory tariffs is based on application of a RAB-based method, which takes into account, among other things, the amount of capital expenditure carried out and traffic projections.
In accordance with the principle that management of the concession must be based on affordable and organic criteria, as defined by Law 755 of 10 November 1973, as amended, by signing the Single Deed, ADR has committed:
Information of the investment commitments included in ADR's concession arrangement is provided in the section, "Italian airports", in the Report on Operations accompanying these financial statements. The commitments are focused within a period of ten years and constitute, under the terms of the concession arrangement, the so-called "Airport Master Plan". In turn, the Master Plan contains details of the investments to be carried out in each five-year period, corresponding to each regulatory "sub-period" for tariff purposes.
The first ten-year period from 2012 to 2021 is currently in progress. The latest Master Plan, approved in December 2016, envisages that, during the second five-year regulatory period (2017-2021), the company will carry out capital expenditure amounting to approximately €1,795 million. Capital expenditure
totalling approximately €194 million was effectively completed in 2017 on the basis of the regulatory accounts, including €1.5 million relating to the design of new buildings, initially not provided for in the five-year plan approved by the Civil Aviation Authority (ENAC).
In return for the commitments contained in the Single Deed, ADR has the right to receive income from:
ADR is also required to pay an annual concession fee to ENAC.
The works carried out by ADR on the grounds of the airport are the property of ADR until expiry of the airport concession term, at the end of which the company will receive from ENAC an amount equal to the remaining value of the unamortised capital expenditure, as assessed on the basis of the regulatory accounts. At the end of 2017, ADR has not carried out investment in assets that will, at the end of the concession term, have a residual value of more than zero, based on its regulatory accounts.
Aéroports de la Côte D'Azur ("ACA") holds an exclusive concession for the airports of Nice and Cannes-Mandelieu, under the concession awarded by decree dated 14 June 2008. The concession expires on 31 December 2044. The company also owns and operates Saint Tropez airport.
In accordance with France's Civil Aviation Code (article R. 224-3-1), the fees for airports operated under concession are linked to the following: (i) the cost of providing a public airport service, including infrastructure and services and (ii) certain types of non-aviation revenue, as itemised in a ministerial decree or in multi-year contracts. The regulatory framework requires that airport traffic, cost and aviation and non-aviation revenue projections be taken into account when determining the return on invested capital and, as a result, the level of fees payable during the next year.
In 2016, ACA and the French government, represented by France's Civil Aviation Authority (the Direction Général de l'Aviation Civile or DGCA), agreed on basic principles on which to base the multiyear contract establishing fees for the 2017-2022 period.
These principles have, among other things, redefined the scope of the regulated services and established the percentage contribution of non-aviation services to the scope of regulated services, to the extent needed in order to provide a fair return. The contract is subject to prior approval by the Independent Supervisory Authority, as regards the aspects falling within its purview. Information on the revised fees for the 2017-2018 period is provided in note 10.7.
and for the year ended 31 December 2017
| COUNTRY OPERATOR | SECTION OF MOTORWAY | KILOMETRES IN SERVICE |
EXPIRY DATE | |
|---|---|---|---|---|
| ITALIAN MOTORWAYS | ||||
| Italy | Autostrade per l'Italia | A1 Milan – Naples | 803.5 | |
| A4 Milan – Brescia | 93.5 | |||
| A7 Genoa – Serravalle | 50.0 | |||
| A8/9 Milan – lakes | 77.7 | |||
| A8/A26 link road | 24.0 | |||
| A10 Genoa – Savona | 45.5 | |||
| A11 Florence – Pisa North | 81.7 | |||
| A12 Genoa – Sestri Levante | 48.7 | |||
| A12 Rome – Civitavecchia | 65.4 | |||
| A13 Bologna – Padua | 127.3 | |||
| A14 Bologna – Taranto | 781.4 | |||
| A16 Naples – Canosa | 172.3 | |||
| A23 Udine – Tarvisio | 101.2 | |||
| A26 Genoa – Gravellona Toce | 244.9 | |||
| A27 Mestre – Belluno | 82.2 | |||
| A30 Caserta – Salerno | 55.3 | |||
| TOTAL | 2,854.6 | 31 Dec 2038 | ||
| Autostrade Meridionali | A3 Naples – Salerno | 51.6 | 31 Dec 2012 | |
| Raccordo Autostradale Valle d'Aosta | A5 Aosta – Monte Bianco | 32.3 | 31 Dec 2032 | |
| Tangenziale di Napoli | Naples ring road | 20.2 | 31 Dec 2037 | |
| Società Autostrada Tirrenica | A12 Livorno - Civitavecchia | 54.8 | 31 Dec 2046 | |
| Società Italiana per azioni per il Traforo del Monte Bianco | Mont Blanc Tunnel | 5.8 | 31 Dec 2050 | |
| OVERSEAS MOTORWAYS | ||||
| Brazil | Triangulo do Sol Auto-Estradas | SP 310 Rodovia Washington Luis | 442.2 | 18 July 2021 |
| SP326 Rodovia Brigadeiro Faria Lima | ||||
| SP333 SP333 Rodovia Carlos Tonani, Nemésio Cadetti, | ||||
| Laurentino Mascari, Dr Mario Gentil | ||||
| Rodovias das Colinas | SP 075 Rodovia Dep. Arquimedes Lammoglia, Rodovia Pref. Hélio Steffen, | |||
| Rodovia Eng Ermenio de Oliveira Penteado e Rodovia Santos Dumont | ||||
| SP 127 Rodovia Fausto Santomauro, Rodovia Cornelio Pires e Rodovia | 307.0 | 1 July 2028 | ||
| Antonio Romano Schincariol | ||||
| SP 280 Rodovia Castello Branco | ||||
| SP 300 Rodovia Dom Gabriel Paulino Bueno Couto e | ||||
| Rodovia Marechal Rondon SPI 102/300 Rodovia Eng Herculano Godoy Passos |
||||
| Concessionaria da Rodovia MG050 | MG-050 | |||
| BR-265 | 371.6 | 20 Sept 2023 | ||
| BR-491 | ||||
| Chile | Sociedad Concesionaria de Los Lagos | Rio Bueno - Puerto Montt (Chile) | 134.2 | 20 Sept 2023 |
| Sociedad Concesionaria Litoral Central | Nuevo Camino Costero: Cartagena Algarrobo | 80.6 | 10 Nov 2031 | |
| Camino Algarrobo - Casablanca (Ruta F-90) | ||||
| Camino Costero Interior (Ruta F-962-G) | ||||
| Sociedad Concesionaria Vespucio Sur | Ruta 78 - General Velàsquez | 23.5 | 05 Dec 2032 | |
| General Velàsquez - Ruta 5 Sur | ||||
| Ruta 5 Sur - Nuevo Acceso Sur a Santiago | ||||
| Nuevo Acceso Sur a Santiago - Av. Vicuna Mackenna | ||||
| Av. Vicuna Mackenna - Av. Grecia | ||||
| Sociedad Concesionaria Costanera Norte | Puente La Dehesa - Puente Centenario | 43.1 | 30 June 2033 | |
| Puente Centenario - Vivaceta | ||||
| Vivaceta - A. Vespucio | ||||
| Estoril - Puente Lo Saldes | ||||
| Sociedad Concesionaria Autopista Nororiente | Sector Oriente: Enlace Centenario - Enlace Av. Del Valle | 21.5 | 7 Jan 2044 | |
| Sector Poniente: Enlace Av. Del Valle - Enlace Ruta 5 Norte | ||||
| Sociedad Concesionaria AMB | Tramo Sur | 10.0 | 2022 | |
| Tramo Norte (4) | ||||
| Poland | Stalexport Autostrada Malopolska | A4 Krakow – Katowice (Poland) | 61.0 | 15 Mar 2027 |
| COUNTRY OPERATOR | AIRPORT | EXPIRY DATE | |
|---|---|---|---|
| ITALIAN AIRPORTS | |||
| Italy Aeroporti di Roma |
"Leonardo da Vinci" Fiumicino | ||
| "G.B. Pastine" Ciampino | 30 June 2044 | ||
| OVERSEAS AIRPORTS | |||
| France | Aéroport de la Côte d'Azur | Aéroport Nice Côte d'Azur | 31 Dec 2044 |
| Aéroport Cannes Mandelieu | 31 Dec 2044 | ||
| Aéroport Golfe Saint-Tropez | n/a |
(1) In compliance with the concession arrangement, in December 2012 the Grantor asked Autostrade Meridionali to continue operating the motorway after 1 January 2013, in accordance with the terms and conditions of the Concession Arrangement in force at that time.
(2) Estimated date: the concession will expire when the net present value of the revenues received, discounted to the start date of the concession at the real rate of 9.5%, reaches the agreed threshold and, in any event, no later than 2044.
(3) Estimated date: the concession will expire when the net present value of the revenues received, discounted to the start date of the concession at the real rate of 9.0%, reaches the agreed threshold and, in any event, no later than 2048.
(4) Construction is in progress.

In addition to the Parent Company, entities are consolidated when Atlantia directly or indirectly exercises control. Control over an entity is exercised when the Company is exposed to or has the right to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect the amount of the investor's returns. Subsidiaries are consolidated using the line-by-line method and are listed in Annex 1.
A number of companies listed in Annex 1 have not been consolidated due to their quantitative and qualitative immateriality to a true and fair view of the Group's financial position, results of operations and cash flows, as a result of their operational insignificance (dormant companies or companies whose liquidation is nearing completion).
All entities over which control is exercised are consolidated from the date on which the Group acquires control, as defined above, whilst they are deconsolidated from the date on which the Group ceases to exercise control.
Companies are consolidated on the basis of the specific reporting packages prepared by each consolidated company, as of the end of the reporting period and in compliance with the IFRS adopted by the Group. Companies are consolidated according to the following criteria and procedures:
The exchange rates, shown below, used for the translation of reporting packages denominated in functional currencies other than the euro, were obtained from the Bank of Italy:
and for the year ended 31 December 2017
| CURRENCY 2017 |
2016 | |||||
|---|---|---|---|---|---|---|
| Spot exchange rate 31 December |
Average exchange rate |
Spot exchange rate 31 December |
Average exchange rate |
|||
| Euro/US Dollar | 1.199 | 1.130 | 1.054 | 1.107 | ||
| Euro/Polish Zloty | 4.177 | 4.257 | 4.410 | 4.363 | ||
| Euro/Chilean Peso | 737.290 | 732.607 | 704.945 | 748.477 | ||
| Euro/Brazilian Real | 3.973 | 3.605 | 3.431 | 3.856 | ||
| Euro/Swiss franc | 1.170 | 1.146 | n/a | n/a | ||
| Euro/Indian Rupee | 76.606 | 73.532 | 71.594 | 74.372 |
The scope of consolidation as at 31 December 2017 differs from the scope used as at 31 December 2016 following the Group's acquisition of controlling interests in the following companies:
Given the immaterial nature of both transactions, the disclosures required by IFRS 3 have not been presented.
Romulus Finance Srl has been deconsolidated, having been struck off the Companies' Register on 17 October 2017, following completion of its liquidation.
The results of operations and cash flows for 2017 have benefitted over the full year from the contribution of Aéroports de la Côte d'Azur and its subsidiaries, which were consolidated from December 2016.
The process of identification and fair value measurement of the assets acquired and liabilities assumed as a result of the acquisition of Aéroports de la Côte d'Azur ("ACA") has been completed. This followed completion of the acquisition of a 64.00% interest by the special purpose vehicle, Azzurra Aeroporti Srl (at that date, the Group's interest was 80.34%), at the end of 2016. ACA directly and indirectly operates the airports of Nice, Cannes-Mandelieu and Saint-Tropez and the international network of ground handlers, Sky Valet. This transaction has already been described in note 6.2 to the consolidated financial statements as at and for the year ended 31 December 2016, to which reference should be made. The table below shows the carrying amounts of the assets acquired and liabilities assumed, in addition to the final fair values identified.
| (€m) | Carrying amount |
Fair value adjustments |
Fair value |
|---|---|---|---|
| Net assets acquired: | |||
| Property, plant and equipment | 2 | 2 | |
| Intangible assets | 490 | 2,143 | 2,633 |
| Other non-current assets and liabilities | 2 | 2 | |
| Trading and other current assets | 32 | 32 | |
| Cash and cash equivalents | 38 | 38 | |
| Non-current financial liabilities | -114 | -114 | |
| Current financial liabilities | -20 | -20 | |
| Deferred tax assets/(liabilities) | -24 | -612 | -636 |
| Provisions | -63 | -63 | |
| Trading and other current liabilities | -75 | -75 | |
| Total net assets acquired | 268 | 1,531 | 1,799 |
| Equity attributable to non-controlling interests | 648 | ||
| Total net assets acquired by the Group | 1,151 | ||
| Goodwill | 152 | ||
| Total consideration | 1,303 | ||
| Cash and cash equivalents acquired | -38 | ||
| Net effective cash outflow for the acquisition | 1,265 |
Completion of the measurement process has resulted in net adjustments of the fair value of the net assets acquired totalling €1,531 million, reflecting recognition of:
After deducting €648 million attributable to non-controlling shareholders from the net fair values identified, the fair value of the net assets acquired by the Group amounts to €1,151 million, compared with a consideration of €1,303 million. This has resulted in recognition of goodwill of €152 million (with only the portion attributable to the Group recognised), attributable to ACA and its subsidiaries. As required by IFRS 3, the above amounts have been recognised retrospectively and back dated to the acquisition date, resulting in the restatement and upward adjustment of the assets and liabilities previously included, on a provisional basis, in the consolidated financial statements as at and for the year ended 31 December 2016.
The above goodwill as at 31 December 2016 has been tested for impairment, as required by IAS 36. This confirmed that it is recoverable in full. For this purpose, the value in use of the goodwill was estimated using the long-term business plans prepared by ACA and its subsidiaries, containing traffic, investment, revenue and cost projections for the full term of the related concessions, and applying the method described in note 7.2 to the consolidated financial statements as at and for the year ended 31 December 2016, which is the same as the method applied as at 31 December 2017. ACA's plan forecasts a moderate average annual rate of growth for air traffic and revenue. The resulting cash flows were then discounted using a rate of 4.46%, determined on the basis of the requirements of IAS 36. In addition, with reference to the figures for 31 December 2016, as required by IFRS 3, sensitivity analyses were conducted on the recoverable value, increasing the indicated discount rate by 1% and reducing the average annual rate of air traffic growth by 1%. The outcome of the analyses resulted in:
Information on impairment tests conducted as at 31 December 2017 is provided in note 7.2 below. Finally, it should be noted that, during 2017, Atlantia completed the sale of 20.1% (including preference rights) of its interest in Azzurra Aeroporti for a consideration of €135 million. As a result, the Group's interest in Azzurra Aeroporti has fallen from 80.34% to 60.4%, whilst its interest in ACA has declined from 51.42% to 38.66%, as described in greater detail in note 10.2.
To complete the restructuring previously described in note 6.1 in the consolidated financial statements as at and for the year ended 31 December 2016, which provides further details, the General Meeting of Autostrade per l'Italia's shareholders held on 25 January 2017 approved the distribution, to Atlantia, of a special dividend in kind, via the transfer of Autostrade per l'Italia's entire interests in Autostrade dell'Atlantico (the sub-holding company that controls the Group's Chilean and Brazilian motorway businesses and holds a controlling interest in Electronic Transaction Consultants) and Autostrade Indian Infrastructure Development. The transfer of these investments to Atlantia, which was completed in March 2017, has resulted in the Atlantia Group's recognition of current tax expense of €46 million.
On 27 April 2017, Atlantia's Board of Directors approved the sale of a 5% interest in Autostrade per l'Italia to Appia Investments (a company owned by Allianz, EDF Invest and DIF) and the sale of a further 5% interest in the subsidiary to Silk Road Fund.
Appia Investments was also granted a call option on a further 2.5% interest in Autostrade per l'Italia on the same terms and conditions. This was exercised on completion of the transaction on 26 July 2017, resulting in the sale of a further 1.94% interest.
Further details on the impact of the sale are provided in note 10.2.

As previously described in more detail in "Other information" in the Report on Operations, in 2017, Atlantia launched a voluntary public tender offer for the shares of Abertis (hereinafter the "Offer"). In view of the competing offer launched by Hochtief and the subsequent agreement entered into by Atlantia, Hochtief and ACS, Actividades de Construccion y Servicios ("ACS"), at the date of approval, by the Board of Directors, of these consolidated financial statements as at and for the year ended 31 December 2017, there is objective uncertainty regarding the future progress and outcome of the Offer. The effects of the transactions entered into in connection with the Offer have, therefore, been recognised in these consolidated financial statements, on the assumption that the Offer will result in Atlantia's acquisition of control of Abertis Infraestructuras.
In particular:
In addition, in order to comply with Spanish takeover law, three leading banks have provided bank guarantees, presented to the CNMV to cover the cash amount payable in accordance with the structure of the Offer. These amount to €14.7 billion.
As a result of the above financing, the Group recognised the following in 2017:
Should, therefore, the outcome of the Offer not be in Atlantia's favour, the above assets (€23 million recognised in "Other non-current financial assets") accounted for in the consolidated financial statements as at and for the year ended 31 December 2017 will be derecognised, with a contra entry in the consolidated income statement and the recognition of financial income (amounting to €14 million) as a result of reversal of the fair value losses on the above derivative financial instruments recognised as at 31 December 2017.
Should, however, the transaction be completed, on the terms set out in the agreement entered into by Atlantia, Hochtief and ACS, described in "Other information" in the Report on Operations, the accounting effects linked to the above financial assets and liabilities will only be determinable once the final agreements between the parties have been concluded and the transaction completed.
The following notes provide information on items in the consolidated statement of financial position as at 31 December 2017. Comparative amounts as at 31 December 2016 are shown in brackets. Amounts in the statement of financial position as at 31 December 2016 have been restated, as described in note 6.1, following completion of the process of identification and fair value measurement of the assets and liabilities of ACA.
Details of items in the consolidated statement of financial position deriving from related party transactions are provided in note 10.5.
As at 31 December 2017 property, plant and equipment amounts to €302,799 thousand, compared with a carrying amount of €291,080 thousand as at 31 December 2016. The following table provides details of property, plant and equipment at the beginning and end of the period, showing the original cost and accumulated depreciation at the end of the period.
| €000 | 31 December 2017 | 31 December 2016 | |||||
|---|---|---|---|---|---|---|---|
| COST | ACCUMULATED DEPRECIATION |
CARRYING AMOUNT |
COST | ACCUMULATED DEPRECIATION |
CARRYING AMOUNT |
||
| Property, plant and equipment | 903,862 | -604,360 | 299,502 | 851,293 | -565,492 | 285,801 | |
| Property, plant and equipment held under finance leases | 3,392 | -603 | 2,789 | 3,549 | -472 | 3,077 | |
| Investment property | 7,650 | -7,142 | 508 | 8,481 | -6,279 | 2,202 | |
| Total property, plant and equipment | 914,904 | -612,105 | 302,799 | 863,323 | -572,243 | 291,080 |
The increase in the carrying amount with respect to 31 December 2016, amounting to €11,719 thousand, primarily reflects a combination of capital expenditure during the year, amounting to €84,415 thousand, and depreciation of €68,403 thousand, as shown in the following table.
| CHANGES DURING THE YEAR | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| €000 | CARRYING AMOUNT AS AT 31 DECEMBER 2016 |
ADDITIONS | DEPRECIATION | IMPAIRMENTS | DISPOSALS | NET CURRENCY TRANSLATION DIFFERENCES |
RECLASSIFICATIO NS AND OTHER ADJUSTMENTS |
NET CHANGE IN SCOPE OF CONSOLIDATION |
CARRYING AMOUNT AS AT 31 DECEMBER 2017 |
| Property, plant and equipment | |||||||||
| Land | 8,414 | - | - | - | - | -25 | -1 | - | 8,388 |
| Buildings | 41,634 | 502 | -3,518 | - | -24 | 162 | 1,773 | - | 40,529 |
| Property, plant and equipment | 57,520 | 29,947 | -22,675 | - | -153 | -17 | 51,099 | - | 115,721 |
| Industrial and business equipment | 54,597 | 11,995 | -19,504 | - | -335 | 93 | 6,360 | - | 53,206 |
| Other assets | 60,243 | 24,668 | -22,117 | -1,490 | -32 | -499 | 4,199 | 218 | 65,190 |
| Property, plant and equipment under construction and advance payments |
63,393 | 17,303 | - | - | -43 | 17 | -64,206 | 4 | 16,468 |
| Total | 285,801 | 84,415 | -67,814 | -1,490 | -587 | -269 | -776 | 222 | 299,502 |
| Property, plant and equipment held under finance leases |
|||||||||
| Equipment and other assets held under finance leases | 3,077 | - | -153 | - | - | -135 | - | - | 2,789 |
| Total | 3,077 | - | -153 | - | - | -135 | - | - | 2,789 |
| Investment property | |||||||||
| Land | 31 | - | - | - | - | - | 1 | - | 32 |
| Buildings | 2,171 | - | -436 | - | - | 54 | -1,313 | - | 476 |
| Total | 2,202 | - | -436 | - | - | 54 | -1,312 | - | 508 |
| Total property, plant and equipment | 291,080 | 84,415 | -68,403 | -1,490 | -587 | -350 | -2,088 | 222 | 302,799 |
"Investment property" of €508 thousand as at 31 December 2017, refers to land and buildings not used in operations and is stated at cost. The total fair value of these assets is estimated to be €2 million, based on independent appraisals and information on property markets relevant to these types of investment property.
There were no significant changes in the expected useful lives of these assets during 2017. As at 31 December 2017, property, plant and equipment is free of mortgages, liens or other collateral guarantees restricting use.
a) intangible assets deriving from concession rights, totalling €22,465,021 thousand (€23,245,446 thousand as at 31 December 2016), and regarding the following categories:
| €000 | 31 December 2017 | 31 December 2016 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| COST | ACCUMULATED AMORTISATION |
ACCUMULATED IMPAIRMENTS |
CARRYING AMOUNT |
COST | ACCUMULATED AMORTISATION |
ACCUMULATED IMPAIRMENTS |
CARRYING AMOUNT |
||
| Intangible assets deriving from concession rights | 31,414,114 | -8,832,299 | -116,794 | 22,465,021 | 31,408,522 | -7,968,329 | -194,747 | 23,245,446 | |
| Goodwill and other intangible assets with indefinite lives |
4,567,754 | - | -18,998 | 4,548,756 | 4,568,485 | - | -19,699 | 4,548,786 | |
| Other intangible assets | 961,549 | -547,277 | -3,488 | 410,784 | 905,758 | -492,930 | -3,964 | 408,864 | |
| Intangible assets | 36,943,417 | -9,379,576 | -139,280 | 27,424,561 | 36,882,765 | -8,461,259 | -218,410 | 28,203,096 |
Intangible assets recorded a net decrease of €778,535 thousand in 2017, primarily due to a combination of the following:
The following table shows intangible assets at the beginning and end of the period and changes during 2017 in the different categories of intangible asset..

| CHANGES DURING THE YEAR | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| €000 | CARRYING AMOUNT AS AT 31 DECEMBER 2016 |
ADDITIONS DUE TO COMPLETION OF CONSTRUCTION SERVICES, ACQUISITIONS AND CAPITALISATIONS AND HANDOVER FREE OF CHARGE |
AMORTISATION | IMPAIRMENTS | REVERSALS OF IMPAIRMENTS |
CHANGES DUE TO REVISED PRESENT VALUE OF CONTRACTUAL OBLIGATIONS |
NET CURRENCY TRANSLATION DIFFERENCES |
RECLASSIFICATIONS AND OTHER ADJUSTMENTS |
CHANGE IN SCOPE OF CONSOLIDATION |
CARRYING AMOUNT AS AT 31 DECEMBER 2017 |
| Intangible assets deriving from concession rights | ||||||||||
| Acquired concession rights | 8,270,669 | - | -299,150 | - | - | - | -151,324 | - | - | 7,820,195 |
| Concession rights accruing from construction services for which no additional economic benefits are received |
8,503,690 | - | -388,681 | - | - | -8,892 | 2,669 | -88 | - | 8,108,698 |
| Concession rights accruing from construction services for which additional economic benefits are received |
6,365,342 | 336,881 | -261,425 | -823 | 78,700 | - | -80,978 | -9,471 | - | 6,428,226 |
| Concession rights accruing from construction services provided by sub-operators | 105,745 | 7,292 | -5,135 | - | - | - | - | - | - | 107,902 |
| Total | 23,245,446 | 344,173 | -954,391 | -823 | 78,700 | -8,892 | -229,633 | -9,559 | - | 22,465,021 |
| Goodwill and other intangible assets with indefinite lives | ||||||||||
| Goodwill | 4,548,753 | - | - | - | - | - | - | - | - | 4,548,753 |
| Trademarks | 33 | - | - | - | - | - | - | -32 | 2 | 3 |
| Total | 4,548,786 | - | - | - | - | - | - | -32 | 2 | 4,548,756 |
| Other intangible assets | ||||||||||
| Commercial contractual relations | 295,369 | - | -33,008 | - | - | - | - | - | - | 262,361 |
| Development costs | 12,339 | 16,419 | -13,312 | - | - | - | -32 | 128 | 76 | 15,618 |
| Industrial patents and intellectual property rights | 10,891 | 12,682 | -10,064 | - | - | - | -274 | 239 | 189 | 13,663 |
| Concessions and licenses | 11,448 | 5,347 | -4,201 | - | - | - | -73 | 2,878 | - | 15,399 |
| Other | 34,642 | 10,418 | -5,101 | - | - | - | -5,460 | -85 | 10,789 | 45,203 |
| Intangible assets under development and advance payments | 44,175 | 20,951 | - | - | - | - | -4,848 | -1,866 | 128 | 58,540 |
| Total | 408,864 | 65,817 | -65,686 | - | - | - | -10,687 | 1,294 | 11,182 | 410,784 |
| Intangible assets | 28,203,096 | 409,990 | -1,020,077 | -823 | 78,700 | -8,892 | -240,320 | -8,297 | 11,184 | 27,424,561 |
There were no significant changes in the expected useful lives of intangible assets during the period. The following analysis shows the various components of investment in motorway and airport infrastructure effected through construction services, as reported in the consolidated statement of cash flows.
| €000 | NOTE | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|---|
| Use of provisions for construction services required by contract for which no additional economic benefits are received |
7.13 / 8.11 | 419,191 | 455,024 | -35,833 |
| Use of provisions for refurbishment of airport infrastructure | 7.14 | 70,799 | 112,238 | -41,439 |
| Increase in intangible concession rights accruing from completed construction services for which additional economic benefits are received |
8.3 | 336,881 | 614,518 | -277,637 |
| Increase in financial assets deriving from motorway construction services | 7.4 / 8.3 | 73,376 | 81,101 | -7,725 |
| Revenue from government grants for construction services for which no additional economic benefits are received |
8.3 | - | 332 | -332 |
| Investment in assets held under concession | 900,247 | 1,263,213 | -362,966 |
Research and development expenditure of approximately €1 million has been recognised in the consolidated income statement for 2017. These activities are carried out in order to improve infrastructure, the services offered, safety levels and environmental protection and in relation to the internal development of software and IT systems.
"Goodwill and other intangible assets with indefinite lives", totalling €4,548,756 thousand, essentially consist of:
With regard to the recoverability of intangible assets with indefinite useful lives, as required by IAS 36, the above CGUs have been tested for impairment, as have the other intangible assets owned by the CGUs. There are no other CGUs showing evidence of a potential impairment, with the exception of Autostrade Meridionali, which is dealt with below.
In the case of the CGU represented by Raccordo Autostradale Valle d'Aosta, this company's intangible assets deriving from concession rights were subject to an impairment loss in previous years (net of
subsequent partial reversals). As a result, the residual value of this company's intangible assets deriving from concession rights amounted to €193,843 thousand, before the related deferred taxation, as at 31 December 2016. In 2017, there was evidence that the circumstances that had resulted in the earlier impairment loss no longer applied, in view of the decision by the relevant ministries to grant the company toll increases (unlike previous years, when increases were turned down) and the improvement in the company's operating cash flow. As a result, the recoverability of the operator's intangible assets was tested for impairment.
In terms of the methodology used in impairment testing, the following should be noted:
The following table shows the key assumptions (rate of traffic growth, rate of toll increases and discount rate used, representing the companies' after-tax WACC, the latter determined on the basis of the requirements of IAS 36) forming the basis for the long-term plans of the above CGUs. These plans were then used as the basis for the impairment tests and for estimating the recoverable amounts, after taking into account the regulatory mechanisms included in the specific concession arrangements.
| Traffic growth rate (CAGR) |
Average annual toll increase(1) |
Discount rate (after-tax WACC) |
|
|---|---|---|---|
| Autostrade per l'Italia | 1.24% | 2.66%(1) | 5.68% |
| Raccordo Autostradale Valle d'Aosta | -1.51% | 10.4%(2) | 6.39% |
(1) This includes an average annual toll increase of 1.36% based on implementation of the investment programme, in addition to annual toll increases designed to take account of inflation (1.30%).
(2) This includes an average annual toll increase of 1.51% to take account of inflation, in addition to the annual toll increases intended to provide a return on invested capital.
In the case of the CGU represented by ACA, a discount rate of 4.64% was used to discount the operating cash flows expected on the basis of the long-term plan, prepared in consideration of the regulatory mechanisms applicable under the terms of the related concession and which projects moderate growth in air traffic and revenue.
In the case of Aéroport Golfe de Saint-Tropez, the terminal value was estimated on the basis of normalised operating cash flow for the last year of the five-year explicit projection period, applying a prudential long-term growth rate (the so-called "g rate") of -1%, in view of the limited size of the airport operated.
Quantification of the above assumptions was primarily based on publically available information from external sources, integrated, where appropriate, by estimates based also on historical data.
The impairment tests confirmed that the net assets accounted for in the financial statements and allocated to each of the above CGUs, which also include, where applicable, the value of goodwill and other intangible assets with indefinite useful lives, are fully recoverable. In addition to the above impairment tests, sensitivity analyses were conducted on the recoverable values, increasing the indicated discount rates by 1%, and reducing the average annual rate of traffic growth by 1%.
The results of these analyses have not, in any event, resulted in any material differences with respect to the outcomes of the above tests, with the exception of ACA, for which the analysis indicated:
In the case of the CGU represented by Raccordo Autostradale Valle d'Aosta, the result of the impairment test indicated the need to proceed with a partial reversal of previous impairment losses recognised on the concession rights allocated to this CGU. The reversal amounts to €78,700 thousand, after the related taxation of €21,957 thousand, recognised in the income statement for 2017.
In the case of Autostrade Meridionali, the operator's motorway concession expired on 31 December 2012. The operator is continuing to operate the relevant motorway whilst awaiting the conclusion of the tender process that will select the new operator, which will be required (i) to pay the company compensation equal to the unamortised carrying amount of the capital expenditure carried out in the final years of the concession arrangement, and (ii) to assume the obligations relating to sale and purchase agreements entered into by Autostrade Meridionali, excluding those of a financial nature, and to outstanding legal actions and disputes. In this regard, the value of this CGU's net assets is recoverable due to the above obligations to be honoured by the incoming operator.
As at 31 December 2017, this item is down €24,262 thousand, primarily due to a combination of the following:
The following table shows the carrying amounts of the Group's investments at the beginning and end of the year, classified by category, and any changes during 2017.
| €000 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31 December 2016 OPENING BALANCE |
ACQUISITIONS | REVERSALS OF | SALES AND | MEASURMENT USING EQUITY METHOD | OTHER MINOR | 31 December 2017 CLOSING BALANCE |
||
| AND CAPITAL INJECTIONS |
IMPAIRMENTS (IMPAIRMENTS) RECOGNISED IN PROFIT OR LOSS |
RETURNS OF CAPITAL |
PROFIT OR LOSS | OTHER COMPREHENSIVE INCOME |
CHANGES | |||
| Investments accounted for using the equity method in: |
||||||||
| - associates | 185,709 | 164,516 | - | -175,750 | -4,339 | - | -59 | 170,077 |
| - joint ventures | 22,419 | - | - | - | -5,717 | -2,088 | - | 14,614 |
| Investments accounted for at cost or fair value |
83,108 | 3,996 | -3,996 | -827 | - | - | 2 | 82,283 |
| Investments | 291,236 | 168,512 | -3,996 | -176,577 | -10,056 | -2,088 | -57 | 266,974 |
The equity method was used to measure interests in associates and joint ventures, based on the most recent approved financial statements made available by the companies. In the event that the companies' financial statements as at 31 December 2017 are not available, the above data was supplemented by specific estimates based on the latest available information and adjusted, where necessary, to bring them into line with Group accounting policies.
The following table shows an analysis of the Group's principal investments as at 31 December 2017, including the Group's percentage interest and the relevant carrying amount, showing the original cost and any accumulated revaluations and impairments at the end of the year.
| €000 | 31 December 2017 | 31 December 2016 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| % INTEREST | COST | REVERSALS OF IMPAIRMENTS (IMPAIRMENTS) |
CARRYING AMOUNT | % INTEREST | COST | REVERSALS OF IMPAIRMENTS (IMPAIRMENTS) |
CARRYING AMOUNT |
||
| Investments accounted for using the equity method in: - associates |
|||||||||
| Aeroporto Guglielmo Marconi di Bologna | 29.38% | 164,516 | 432 | 164,948 | - | - | - | - | |
| Società Infrastrutture Toscane (in liquidazione) | 46.60% | 3,262 | -155 | 3,107 | 46.60% | 3,262 | -251 | 3,011 | |
| Pedemontana Veneta (in liquidazione) | 29.77% | 1,935 | -260 | 1,675 | 29.77% | 1,935 | -109 | 1,826 | |
| Bologna & Fiera Parking | 36.81% | 5,557 | -5,557 | - | 36.81% | 5,557 | -5,557 | - | |
| Save | - | - | - | - | 22.09% | 180,541 | - | 180,541 | |
| Other smaller investments | - | 398 | -51 | 347 | - | 390 | -59 | 331 | |
| Total | 170,077 | 185,709 | |||||||
| - joint ventures | |||||||||
| Rodovias do Tieté | 50.00% | 53,903 | -44,111 | 9,792 | 50.00% | 53,903 | -37,419 | 16,484 | |
| Pune Solapur Expressways Private Limited | 50.00% | 16,426 | -12,604 | 3,822 | 50.00% | 16,426 | -11,491 | 4,935 | |
| Geie del Traforo del Monte Bianco | 50.00% | 1,000 | - | 1,000 | 50.00% | 1,000 | - | 1,000 | |
| Total | 14,614 | 22,419 | |||||||
| Investments accounted for at cost or fair value |
|||||||||
| Tangenziali Esterne di Milano | 13.67% | 36,034 | -4,012 | 32,022 | 13.67% | 36,034 | -4,012 | 32,022 | |
| Lusoponte | 17.21% | 39,852 | - | 39,852 | 17.21% | 39,852 | - | 39,852 | |
| Compagnia Aerea Italiana | 6.52% | 175,867 | -175,867 | - | 8.03% | 171,871 | -171,871 | - | |
| Tangenziale Esterna | 1.25% | 5,811 | - | 5,811 | 1.25% | 5,811 | - | 5,811 | |
| Firenze Parcheggi | 5.47% | 2,582 | -728 | 1,854 | 5.47% | 2,582 | -728 | 1,854 | |
| S.A.CAL. | 9.23% | 1,307 | -350 | 957 | 16.57% | 1,307 | -350 | 957 | |
| Aeroporto di Genova | 15.00% | 894 | - | 894 | 15.00% | 894 | - | 894 | |
| Uirnet | 1.51% | 427 | - | 427 | 1.51% | 427 | - | 427 | |
| Veneto Strade | 5.00% | 258 | - | 258 | 5.00% | 258 | - | 258 | |
| Emittenti Titoli | 7.24% | - | - | - | 7.24% | 827 | - | 827 | |
| Altre partecipazioni minori | - | 370 | -162 | 208 | - | 363 | -157 | 206 | |
| Total | 82,283 | 83,108 | |||||||
| Investments | 266,974 | 291,236 |
With regard to the additional disclosures required by IFRS 12 in the event of individually material investments, the following table shows key financial indicators taken from the interim report for the nine months ended 30 September 2017 published by Aeroporto Guglielmo Marconi SpA, and available on its website at www.bologna-airport.it. These are the most recent financial statements available for this company at the date of these consolidated financial statements.
| €000 | Nine months ended 30 September 2017 |
|---|---|
| Revenue | 73,476 |
| Profit/(Loss) from continuing operations | 13,800 |
| Total other comprehensive income for the year, after taxation | 120 |
| Total other comprehensive income/(loss) for the nine months ended 30 September 2017 |
13,920 |
| of which: | |
| - attributable to the investee's controlling shareholders | 13,743 |
| - attributable to non-controlling shareholders | 177 |
| €000 | As at 30 September |
| 2017 | |
| Fixed capital | 177,476 |
| Net working capital | -20,684 |
| Net debt | -13,235 |
| Equity | 170,027 |
| of which: | |
| - attributable to the investee's controlling shareholders | 169,243 |
| - attributable to non-controlling shareholders | 784 |
| Group's interest in the investee's net assets as at 30 September 2017 |
49,724 |
Annex 1 provides a list of the Group's investments as at 31 December 2017, as required by CONSOB Ruling DEM/6064293 of 28 July 2006.
(non-current) / €2,316,125 thousand (€2,237,054 thousand) (current) / €780,207 thousand (€776,552 thousand)
The following analysis shows the composition of financial assets at the beginning and end of the period, together with the current and non-current portions.
and for the year ended 31 December 2017
| €000 | 31 December 2017 | 31 December 2016 | |||||
|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
CURRENT PORTION |
NON-CURRENT PORTION |
CARRYING AMOUNT |
CURRENT PORTION |
NON-CURRENT PORTION |
||
| Takeover rights | 399,863 | 399,863 | - | 398,270 | 398,270 | - | |
| Guaranteed minimum tolls | 602,088 | 47,226 | 554,862 | 656,995 | 42,269 | 614,726 | |
| Other financial assets deriving from concession rights | 408,740 | - | 408,740 | 316,688 | - | 316,688 | |
| Financial assets deriving from concession rights (1) | 1,410,691 | 447,089 | 963,602 | 1,371,953 | 440,539 | 931,414 | |
| Financial assets deriving from government grants related to construction services (1) |
320,046 | 70,110 | 249,936 | 332,898 | 67,962 | 264,936 | |
| Term deposits (2) | 494,696 | 179,222 | 315,474 | 516,009 | 194,283 | 321,726 | |
| Derivative assets (3) | 173,403 | 66,135 | 107,268 | 139,128 | 55,731 | 83,397 | |
| Other medium/long-term financial assets (1) | 684,430 | 4,585 | 679,845 | 645,733 | 10,152 | 635,581 | |
| Other medium/long-term financial assets | 857,833 | 70,720 | 787,113 | 784,861 | 65,883 | 718,978 | |
| Current derivative assets (3) | 528 | 528 | - | - | - | - | |
| Other current financial assets (1) | 12,538 | 12,538 | - | 7,885 | 7,885 | - | |
| 3,096,332 | 780,207 | 2,316,125 | 3,013,606 | 776,552 | 2,237,054 |
(1) These assets include financial instruments primarily classified as "loans and receivables" under IAS 39.
The carrying amount is equal to fair value.
(2) These assets have been classified as "available-for-sale" financial instruments and in level 2 of the fair value hierarchy.
The carrying amount is equal to fair value.
(3) These assets primarily include derivative financial instruments classified as hedges under level 2 of the fair value hierarchy.
| 31 December 2016 | 31 December 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| €000 | CARRYING AMOUNT |
ADDITIONS DUE TO REVISED PRESENT VALUE |
ADDITIONS DUE TO COMPLETION OF CONSTRUCTION SERVICES |
REDUCTIONS DUE TO AMOUNTS COLLECTED |
CURRENCY TRANSLATION DIFFERENCES |
RECLASSIFICATION S AND OTHER CHANGES |
CARRYING AMOUNT |
||
| Takeover rights | 398,270 | - | - | - | - 1,593 |
399,863 | |||
| Guaranteed minimum tolls | 656,995 | 44,754 | - | -81,177 | -18,484 | - 602,088 |
|||
| Other concession rights | 316,688 | 22,123 | 73,376 | - | -8,769 | 5,322 | 408,740 | ||
| Financial assets deriving from concession rights | 1,371,953 | 66,877 | 73,376 | -81,177 | -27,253 | 6,915 | 1,410,691 |
Financial assets deriving from concession rights include:
Financial assets deriving from concession rights are up €38,738 thousand, primarily reflecting a combination of the following:
Other medium/long-term financial assets are up €72,972 thousand compared with 31 December 2016, essentially due to upfront fees accruing through to 31 December 2017 on the committed financing obtained to fund the Offer for Abertis, described above in note 6.4.
No evidence of impairment was found in 2017 for any of the financial assets reported in the financial statements.
The amount of deferred tax assets and liabilities both eligible and ineligible for offset is shown below, with respect to temporary timing differences between consolidated carrying amounts and the corresponding tax bases at the end of the period.
| €000 | 31 December 2017 |
31 December 2016 |
|---|---|---|
| Deferred tax assets | 1,763,202 | 1,979,650 |
| Deferred tax liabilities eligible for offset | -505,039 | -576,865 |
| Deferred tax assets less deferred tax liabilities eligible for offset |
1,258,163 | 1,402,785 |
| Deferred tax liabilities not eligible for offset | -2,253,718 | -2,345,337 |
| Difference between deferred tax assets and liabilities (eligible and ineligible for offset) |
-995,555 | -942,552 |
Changes in the Group's deferred tax assets and liabilities during the period, based on the nature of the temporary differences giving rise to them, are summarised in the following table.
and for the year ended 31 December 2017
| CHANGES DURING THE YEAR | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| €000 | 31 December 2016 |
PROVISIONS | RELEASES | DEFERRED TAX ASSETS/LIABILITIES ON GAINS AND LOSSES RECOGNISED IN COMPREHENSIVE INCOME |
CHANGE IN ESTIMATES FOR PREVIOUS YEARS |
EFFECTS OF CHANGE IN TAX RATE RECOGNISED IN PROFIT OR LOSS |
CURRENCY TRANSLATION DIFFERENCES AND OTHER CHANGES |
CHANGE IN SCOPE OF CONSOLIDATION |
31 December 2017 |
| Deferred tax assets on: | |||||||||
| Deductible intercompany goodwill | 398,786 | - | -98,637 | - | - | - | - | - | 300,149 |
| Provisions | 551,855 | 99,238 | -125,421 | 31 | 190 | - | -345 | - | 525,548 |
| Restatement of global balance on application of IFRIC 12 by Autostrade per l'Italia |
423,095 | 340 | -21,509 | - | - | - | - | - | 401,926 |
| Derivative liabilities | 114,482 | 3 | -1,616 | -18,698 | 36 | - | -210 | - | 93,997 |
| Tax loss carryforwards | 74,858 | 11,318 | -25,659 | - | 61 | - | -2,243 | - | 58,335 |
| Impairments and depreciation of non-current assets | 124,019 | 8,281 | -24,319 | - | -335 | - | -10,105 | - | 97,541 |
| Impairment of receivables and inventories | 44,481 | 20,812 | -1,690 | - | -824 | - | -1,817 | - | 60,962 |
| Other temporary differences | 248,074 | 35,765 | -49,434 | 3,015 | -1,192 | - | -11,484 | - | 224,744 |
| Total | 1,979,650 | 175,757 | -348,285 | -15,652 | -2,064 | - | -26,204 | - | 1,763,202 |
| Deferred tax liabilities on: | |||||||||
| Differences between carrying amounts and fair values of assets and liabilities acquired through business combinations |
-2,290,544 | -339 | 87,441 | - | - | 40,320 | 48,435 | -2,586 | -2,117,273 |
| Financial assets deriving from concession rights and government grants | -194,589 | -49 | 9,119 | - | -171 | - | 9,015 | - | -176,675 |
| Derivative assets | -22,397 | -576 | - | -2,756 | - | -22 | - | - | -25,751 |
| Other temporary differences | -414,672 | -69,275 | 18,505 | 84 | -344 | 5,125 | 21,519 | - | -439,058 |
| Total | -2,922,202 | -70,239 | 115,065 | -2,672 | -515 | 45,423 | 78,969 | -2,586 | -2,758,757 |
| Difference between deferred tax assets and liabilities (eligible and ineligible for offset) |
-942,552 | 105,518 | -233,220 | -18,324 | -2,579 | 45,423 | 52,765 | -2,586 | -995,555 |
As shown in the table, the balance of deferred tax assets as at 31 December 2017 primarily includes:
Deferred tax liabilities, totalling €2,758,757 thousand, essentially regard fair value gains recognised on assets acquired as a result of past business combinations carried out by the Group (€2,117,273 thousand).
The reduction of €21,697 thousand primarily reflects reclassification of the current portion during the year.
7.7 Trading assets €1,798,108 thousand (€1,671,739 thousand)
As at 31 December 2017, trading assets consist of:

| €000 | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| Trade receivables due from: | |||
| Motorway users | 1,224,217 | 1,042,424 | |
| Airport users | 374,612 | 332,518 | |
| Sub-operators at motorway service areas | 84,983 | 122,001 | |
| Sundry customers | 275,239 | 276,313 | |
| Gross trade receivables | 1,959,051 | 1,773,256 | |
| Allowance for bad debts | (296,362) | (229,544) | |
| Other trading assets | 40,417 | 59,761 | |
| Net trade receivables | 1,703,106 | 1,603,473 |
The most significant changes regard the following:
| €000 | TOTAL RECEIVABLES AS AT 31 DECEMBER 2017 |
TOTAL NOT YET DUE | LESS THAN 90 DAYS OVERDUE |
BETWEEN 90 AND 365 DAYS OVERDUE |
MORE THAN ONE YEAR OVERDUE |
|---|---|---|---|---|---|
| Trade receivables | 1,959,051 | 1,155,045 | 145,334 | 272,462 | 386,210 |
The following table shows an ageing schedule for trade receivables.
Overdue receivables regard unpaid motorway tolls and uncollected payments for airport services, royalties due from service area operators and sales of other goods and services. The increase in trade receivables more than 90 days overdue reflects amounts due from Alitalia SAI, which is in extraordinary administration.
The following table shows movements in the allowance for bad debts for trade receivables in 2017. The allowance has been determined with reference to past experience and historical data regarding losses on receivables, also taking into account guarantee deposits and other collateral given by customers.
| €000 | 31 DECEMBER 2016 |
ADDITIONS | USES | RECLASSIFICATIONS AND OTHER CHANGES |
31 DECEMBER 2017 |
|---|---|---|---|---|---|
| Allowance for bad debts | 229,544 | 82,787 | -9,023 | -6,946 | 296,362 |
The carrying amount of trade receivables approximates to fair value.
Cash and cash equivalents consists of cash on hand and short-term investments and is up €2,241,687 thousand compared with 31 December 2016. This essentially regards the proceeds from the sale of interests in Autostrade per l'Italia, SAVE and Azzurra Aeroporti. Detailed explanations of the cash flows resulting in the increase in net cash are contained in note 9.1.
Current tax assets and liabilities at the beginning and end of the period are detailed below.
| €000 | CURRENT TAX ASSETS | CURRENT TAX LIABILITIES | |||
|---|---|---|---|---|---|
| 31 December 2017 | 31 December 2016 31 December 2017 31 December 2016 | ||||
| IRES | 42,440 | 82,574 | 100,516 | 157 | |
| IRAP | 2,778 | 4,577 | 2,326 | 10,248 | |
| Taxes attributable to foreign operations | 34,264 | 18,659 | 48,658 | 52,212 | |
| Total | 79,482 | 105,810 | 151,500 | 62,617 |
As at 31 December 2017, the Group reports net current tax liabilities of €72,018 thousand, reflecting the fact that income tax payable for the year is higher than the tax paid in 2017. In addition, current tax liabilities also reflect recognition of the tax-related effects of the Group restructuring completed in 2017, as described in note 6.2.
This item consists of receivables and other current assets that are not eligible for classification as trading or financial. The composition of this item is shown below.
| €000 | 31 December 2017 |
31 December 2016 |
INCREASE/ (DECREASE) |
|---|---|---|---|
| Receivable from public entities | 51,483 | 32,107 | 19,376 |
| Tax credits other than for income tax | 52,285 | 48,039 | 4,246 |
| Receivables due from end users and insurance companies for damages |
19,192 | 20,036 | -844 |
| Accrued income of a non-trading nature | 4,063 | 3,332 | 731 |
| Amounts due from staff | 2,988 | 2,688 | 300 |
| Receivable from social security institutions | 1,755 | 1,622 | 133 |
| Payments on account to suppliers and other current assets | 84,369 | 116,517 | -32,148 |
| Gross other current assets | 216,135 | 224,341 | -8,206 |
| Allowance for bad debts | -29,076 | -27,478 | -1,598 |
| Other current assets | 187,059 | 196,863 | -9,804 |
This item is broadly in line with the figure for the previous year and the most significant changes regard:
Net non-current assets held for sale or related to discontinued operations, totalling €4,795 thousand as at 31 December 2017, primarily consist of:
The following table shows the composition of these assets and liabilities according to their nature (trading, financial or other).
| €000 | 31 December 2017 |
31 December 2016 |
INCREASE/ (DECREASE) |
|---|---|---|---|
| Investments | 4,271 | 4,271 | - |
| Financial assets | 6,531 | 7,995 | -1,464 |
| - Cash and cash equivalents | 6,522 | 7,986 | -1,464 |
| - Other current financial assets | 9 | 9 | - |
| Trading and other assets | 259 | 59 | 200 |
| Assets held for sale or related to discontinued operations |
11,061 | 12,325 | -1,264 |
| Financial liabilities | 308 | 345 | -37 |
| Current provisions | 2,860 | 2,860 | - |
| Trading and other liabilities | 3,098 | 3,181 | -83 |
| Liabilities related to discontinued operations | 6,266 | 6,386 | -120 |
Atlantia SpA's issued capital as at 31 December 2017 is fully subscribed and paid-in and consists of 825,783,990 ordinary shares with a par value of €1 each, amounting to €825,784 thousand. The issued capital did not undergo any changes in 2017.
Equity attributable to owners of the parent, totalling €8,772,377 thousand, is up €1,548,508 thousand compared with 31 December 2016. The most important changes during the period are shown in detail in the statement of changes in consolidated equity. These regard:
c) the purchase of treasury shares, totalling €84,172 thousand;
Consolidated financial statements as at and for the year ended 31 December 2017
d) payment of the final dividend for 2016 amounting to €433,012 thousand (€0.530 per share) and the interim dividend for 2017 amounting to €466,119 thousand (€0.570 per share);
Equity attributable to non-controlling interests of €2,990,601 thousand is up €291,350 thousand compared with 31 December 2016 (€2,699,251 thousand), essentially reflecting a combination of the following main changes:
Atlantia manages its capital with a view to creating value for shareholders, ensuring the Group can function as a going concern, safeguarding the interests of stakeholders, and providing efficient access to external sources of financing to adequately support the growth of the Group's businesses and fulfil the commitments given in concession arrangements.
Provisions for construction services required by contract represent the residual present value of motorway infrastructure construction and/or upgrade services that certain of the Group's operators, particularly Autostrade per l'Italia, are required to provide and for which no additional economic benefits are received in terms of specific toll increases and/or significant increases in traffic.
The following table shows provisions for construction services required by contract at the beginning and end of the year and changes during 2017, showing the non-current and current portions.
| €000 | 31 December 2016 | CHANGES DURING THE YEAR | 31 December 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
NON-CURRENT PORTION |
CURRENT PORTION | CHANGES DUE TO REVISED PRESENT VALUE OF OBLIGATIONS |
FINANCE-RELATED PROVISIONS |
USES TO FINANCE WORKS |
CURRENCY TRANSLATION DIFFERENCES AND OTHER RECLASSIFICATIONS |
CARRYING AMOUNT |
NON-CURRENT PORTION |
CURRENT PORTION | ||
| Provisions for construction services required by contract |
3,801,285 | 3,269,830 | 531,455 | -8,892 | 13,039 | -419,191 | 1,252 | 3,387,493 | 2,960,647 | 426,846 |
(non-current) €1,566,541 thousand (€1,576,258 thousand) (current) €379,823 thousand (€446,041 thousand)
As at 31 December 2017, provisions amount to €1,946,364 thousand (€2,022,299 thousand as at 31 December 2016). The following table shows details of provisions by type, showing the non-current and current portions.
| €000 | 31 December 2017 | 31 December 2016 | |||||
|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
NON-CURRENT PORTION |
CURRENT PORTION | CARRYING AMOUNT |
NON-CURRENT PORTION |
CURRENT PORTION | ||
| Provisions for employee benefits | 167,954 | 142,296 | 25,658 | 175,319 | 148,579 | 26,740 | |
| Provisions for repair and replacement of motorway and airport infrastructure |
1,483,123 | 1,262,508 | 220,615 | 1,446,229 | 1,226,619 | 219,610 | |
| Provisions for airport refurbishment | 183,445 | 113,675 | 69,770 | 233,054 | 134,442 | 98,612 | |
| Other provisions | 111,842 | 48,062 | 63,780 | 167,697 | 66,618 | 101,079 | |
| Total provisions | 1,946,364 | 1,566,541 | 379,823 | 2,022,299 | 1,576,258 | 446,041 |
The following table shows provisions at the beginning and end of the period and changes in 2017.
| 31 December 2016 |
CHANGES DURING THE YEAR | |||||||
|---|---|---|---|---|---|---|---|---|
| €000 | CARRYING AMOUNT |
OPERATING PROVISIONS |
FINANCE-RELATED PROVISIONS |
USES | ACTUARIAL GAINS/(LOSSES) RECOGNISED IN OTHER COMPREHENSIVE INCOME |
CURRENCY TRANSLATION DIFFERENCES, RECLASSIFICATIONS AND OTHER CHANGES |
CARRYING AMOUNT |
|
| Provisions for employee benefits | ||||||||
| Post-employment benefits | 166,909 | 2,127 | 1,371 | -11,817 | 1,122 | -1,073 | 158,639 | |
| Other employee benefits | 8,410 | 631 | 103 | -236 | 409 | -2 | 9,315 | |
| Total | 175,319 | 2,758 | 1,474 | -12,053 | 1,531 | -1,075 | 167,954 | |
| Provisions for repair and replacement of motorway and airport infrastructure |
1,446,229 | 398,216 | 25,929 | -401,602 | - | 14,351 | 1,483,123 | |
| Provisions for airport refurbishment | 233,054 | 44,093 | 1,792 | -70,799 | - | -24,695 | 183,445 | |
| Other provisions | ||||||||
| Provisions for impairments exceeding carrying amounts of investments | 3,624 | - | - | - | - | - | 3,624 | |
| Provisions for disputes, liabilities and sundry charges | 164,073 | 26,377 | - | -63,914 | - | -18,318 | 108,218 | |
| Total | 167,697 | 26,377 | - | -63,914 | - | -18,318 | 111,842 | |
| Provisions | 2,022,299 | 471,444 | 29,195 | -548,368 | 1,531 | -29,737 | 1,946,364 |
As at 31 December 2017, this item consists almost entirely of provisions for post-employment benefits to be paid to staff employed under Italian law.
The reduction of €7,365 thousand primarily reflects the payment of benefits and of advances during the year.
The most important actuarial assumptions used to measure the provision for post-employment benefits at 31 December 2017 are summarised below.
| FINANCIAL ASSUMPTIONS | ||||||
|---|---|---|---|---|---|---|
| Annual discount rate(*) | 0.88% | |||||
| Annual inflation rate | 1.50% | |||||
| Annual rate of increase in post-employment benefits | 2.63% | |||||
| Annual rate of increase in real salaries | 0.65% | |||||
| Annual turnover rate | from 0.50% to 7% | |||||
| Duration (years) | from 6.3 to 16.7 |
(*) The annual discount rate used to determine the present value of the obligation was determined with reference to the average yield curve taken from the Iboxx Corporate AA index on the valuation date for durations of 7-10 years, reflecting the overall duration of the relevant provisions.
| DEMOGRAPHIC ASSUMPTIONS | ||||
|---|---|---|---|---|
| Mortality | Government General Accounting Office projections | |||
| Disability | INPS tables by age and sex | |||
| Età pensionamento | Mandatory state pension retirement age |
The following table shows a sensitivity analysis of provisions for post-employment benefits at the end of the year, based on assumed changes in the individual rates used in the actuarial assumptions.
| CHANGE IN ASSUMPTION | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company | TURNOVER RATE | INFLATION RATE | DISCOUNT RATE | |||||
| + 1 % | - 1 % | +0.25% | - 0.25 % | +0.25% | - 0.25 % | |||
| ATLANTIA GROUP'S POST | ||||||||
| EMPLOYMENT BENEFITS | 157,938 | 159,354 | 160,321 | 157,005 | 156,000 | 161,381 |
(non-current) €1,262,508 thousand (€1,226,619 thousand) (non-current) €220,615 thousand (€219,610 thousand)
This item regards the present value of provisions for the repair and replacement of motorway infrastructure, in accordance with the contractual commitments of the Group's motorway and airport operators.
The balance of these provisions is up €36,894 thousand, essentially due to a combination of:
Provisions for the refurbishment of airport infrastructure, including the current and non-current portions, amount to €183,445 thousand (€233,045 thousand as at 31 December 2016). They represent the present value of the estimated costs to be incurred for extraordinary maintenance, repairs and
replacements under the contractual obligations provided for in the Group's airport concession arrangements. The objective of such services is to ensure that the airport infrastructure is fit for purpose and safe.
Compared with 31 December 2016, the provisions have decreased by €49,609 thousand, essentially due to uses to cover the cost of work carried out during the year, partially offset by operating and financial provisions made during the year.
These provisions essentially regard estimates of liabilities, at the end of the period, expected to be incurred in connection with pending litigation and disputes, including the estimated expenses provisioned for contract reserves relating to contractors who carry out work other than new constructions. The overall balance is down €55,855 thousand compared with the previous year, primarily linked to uses relating to the settlement of disputes resulting from the fire at Fiumicino airport's Terminal 3 in 2015.
(non-current) €15,969,835 thousand (€14,832,311 thousand) (current) €2,253,836 thousand (€3,248,881 thousand)
(non-current) €15,969,835thousand (€14,832,311 thousand) (current) €1,717,935 thousand (€1,345,787 thousand)
The following tables provide an analysis of medium/long-term financial liabilities, showing:
a) an analysis of the balance by face value and maturity (current and non-current portions):
b) type of interest rate, maturity and fair value at the end of the year;
and for the year ended 31 December 2017
| 31 December 2017 | 31 December 2016 | |||||
|---|---|---|---|---|---|---|
| Carrying | Fair | Carrying Fair |
||||
| €000 | Maturity | amount (1) | value (2) | amount (1) | value (2) | |
| Bond issues | ||||||
| - listed fixed rate | from 2018 to 2038 |
11,917,798 | 13,092,648 | 10,346,850 | 11,757,986 | |
| - listed floating rate | from 2018 to 2023 |
498,348 | 538,957 | 458,292 | 481,750 | |
| - unlisted floating rate | 2023 | 64,445 | 73,611 | 154,496 | 155,598 | |
| Total bond issues (a) | 12,480,591 | 13,705,216 | 10,959,638 | 12,395,334 | ||
| Bank borrowings | ||||||
| - fixed rate | from 2018 to 2036 |
1,694,412 | 1,947,528 | 1,795,005 | 2,105,885 | |
| from 2018 to | ||||||
| - floating rate | 2031 | 2,326,865 | 2,358,420 | 2,189,606 | 2,238,649 | |
| - non-interest bearing | 2017 | - | - | 49,320 | 49,320 | |
| Total bank borrowings (b) | 4,021,277 | 4,305,948 | 4,033,931 | 4,393,854 | ||
| Other borrowings | ||||||
| - fixed rate | from 2018 to 2026 |
- | - | 2,217 | 2,217 | |
| - floating rate | 2018 | 6,024 | 6,024 | 5,469 | 5,469 | |
| - non-interest bearing | from 2019 to 2020 |
303,124 | 303,124 | 264,205 | 264,205 | |
| Total other borrowings (c) | 309,148 | 309,148 | 271,891 | 271,891 | ||
| Medium/long-term borrowings (d)=(b+c) | 4,330,425 | 4,615,096 | 4,305,822 | 4,665,745 | ||
| Derivative liabilities (e) | 565,575 | 565,575 | 630,896 | 630,896 | ||
| Accrued expenses on medium/long-term financial liabilities | 276,722 | 276,722 | 254,670 | 254,670 | ||
| Other financial liabilities | 34,457 | 34,457 | 27,072 | 27,072 | ||
| Other medium/long-term financial liabilities (f) | 311,179 | 311,179 | 281,742 | 281,742 | ||
| Total (a+d+e+f) | 17,687,770 | 19,197,067 | 16,178,098 | 17,973,717 |
(1) The amounts shown in the table for medium/long-term financial liabilities include both the non-current and current portions.
(2) The fair value shown is classified in level 2 of the fair value hierarchy.
| 31 December 2017 | 31 December 2016 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| €000 | Term | |||||||||
| Face value | Carrying amount | Current portion |
Non-current portion |
Between 13 and 60 months |
After 60 months |
Face value | Carrying amount |
Current portion Non-current | portion | |
| Bond issues (1) (2) (3) | 12,534,212 | 12,480,591 | 1,118,502 11,362,089 3,662,128 7,699,961 11,180,387 10,959,638 | 783,252 10,176,386 | ||||||
| Bank borrowings | 4,032,622 | 4,021,277 | 226,132 | 3,795,145 | 1,674,872 | 2,120,273 | 4,047,540 | 4,033,931 | 248,513 | 3,785,418 |
| Other borrowings | 323,526 | 309,148 | 92,789 | 216,359 | 215,452 | 907 | 290,808 | 271,891 | 54,963 | 216,928 |
| Medium/long-term borrowings (2) (3) | 4,356,148 | 4,330,425 | 318,921 | 4,011,504 1,890,324 2,121,180 | 4,338,348 | 4,305,822 | 303,476 | 4,002,346 | ||
| Derivative liabilities (4) | 565,575 | - | 565,575 | 40,131 | 525,444 | 630,896 | - | 630,896 | ||
| Accrued expenses on medium/long-term financial liabilities(2) | 276,722 | 276,722 | - | - | - | 254,670 | 254,670 | - | ||
| Other financial liabilities | 34,457 | 3,790 | 30,667 | - | 30,667 | 27,072 | 4,389 | 22,683 | ||
| Other medium/long-term financial liabilities | 311,179 | 280,512 | 30,667 | - | 30,667 | 281,742 | 259,059 | 22,683 | ||
| Total | 17,687,770 | 1,717,935 15,969,835 | 5,592,583 | 10,377,252 | 16,178,098 | 1,345,787 14,832,311 |
(1) The par value of the bond issues hedged by Cross Currency Swaps and IPCA x CDI Swaps is shown at the hedged notional value.
(2) Financial instruments classified as financial liabilities measured at amortised cost in accordance with IAS 39.
(3) Further details of hedged financial liabilities are provided in note 9.2.
(4) Financial instruments classified as hedging derivatives in accordance with IAS 39 and in level 2 of the fair value hierarchy.
c) a comparison of the face value of each liability (bond issues and medium/long-term borrowings) and the related carrying amount, by issue currency, showing the corresponding average and effective interest rates;
| 31 December 2017 | 31 December 2016 | |||||
|---|---|---|---|---|---|---|
| €000 | FACE VALUE | CARRYING AMOUNT | AVERAGE INTEREST RATE APPLIED TO 31 DECEMBER 2017 (1) |
EFFECTIVE INTEREST RATE AS AT 31 DECEMBER 2017 |
FACE VALUE | CARRYING AMOUNT |
| Euro (EUR) | 14,578,793 | 14,554,210 | 3.05% | 3.37% | 12,938,115 | 12,624,207 |
| Chilean peso (CLP) / Unidad de fomento (UF) | 882,457 | 906,870 | 6.13% | 6.13% | 1,005,191 | 1,035,986 |
| Sterling (GBP) | 750,000 | 503,537 | 5.99% | 2.20% | 750,000 | 749,655 |
| Brazilian real (BRL) | 451,520 | 574,130 | 12.12% | 13.08% | 580,764 | 612,788 |
| Yen (JPY) | 149,176 | 195,537 | 5.30% | 3.39% | 149,176 | 152,014 |
| Polish zloty (PLN) | 67,503 | 65,821 | 6.69% | 5.32% | 86,003 | 81,324 |
| US dollar (USD) | 10,911 | 10,911 | 5.25% | 5.25% | 9,486 | 9,486 |
| Total | 16,890,360 | 16,811,016 | 3.78% | 15,518,735 | 15,265,460 |
(1) This figure includes the impact of interest and foreign currency hedges.
d) movements during the year in the carrying amounts of outstanding bond issues and medium/longterm borrowings.
| €000 | CARRYING AMOUNT AS AT 31 December 2016 |
NEW BORROWINGS |
REPAYMENTS | CURRENCY TRANSLATION DIFFERENCES AND OTHER CHANGES |
CARRYING AMOUNT AS AT 31 December 2017 |
|---|---|---|---|---|---|
| Bond issues | 10,959,638 | 2,352,354 | -774,741 | -56,660 | 12,480,591 |
| Bank borrowings | 4,033,931 | 267,223 | -277,622 | -2,255 | 4,021,277 |
| Other borrowings | 271,891 | 3,821 | -21,507 | 54,943 | 309,148 |
| Total | 15,265,460 | 2,623,398 | -1,073,870 | -3,972 | 16,811,016 |
The Group uses derivative financial instruments to hedge certain current and highly likely future financial liabilities, including interest rate swaps (IRSs), cross currency swaps (CCSs), and Índice Nacional de Preços ao Consumidor Amplo (IPCA) x Certificado de Depósito Interfinanceiro (CDI) Swaps, which are classified as cash flow hedges or fair value hedges pursuant to IAS 39. The fair value of the hedging instruments as at 31 December 2017 is recognised in "Derivative liabilities". More detailed information on financial risks and the manner in which they are managed, in addition to details of outstanding financial instruments held by the Group, is contained in note 9.2.
The item principally refers to bonds issued by Atlantia as part of its Medium Term Note (MTN) Programme, totalling €4,218,991 thousand, and transferred to Autostrade per l'Italia as a result of the issuer substitution. A further €2,963,737 thousand relates to bonds issued by Autostrade per l'Italia as part of its Medium Term Note (MTN) Programme, authorised for an amount of up to €7 billion, and €1,732,021 thousand in bonds issued by Atlantia as part of its Medium Term Note (MTN) Programme, authorised for an amount of up to €10 billion.
The overall increase of €1,520,953 thousand primarily reflects:
In accordance with the relevant accounting standard, the transactions referred to in points c) and d) above involved an non-substantial modification of existing financial liabilities and, from an accounting viewpoint, did not involve the extinguishment of such liabilities or the recognition of new ones.
The balance of this item, amounting to €4,330,425 thousand, including the current and non-current portions, is up by €24,603 thousand compared with 31 December 2016 (€4,305,822 thousand). This essentially reflects new bank borrowings primarily at ADR (€180,000 thousand), partially offset by repayments by Autostrade per l'Italia (€161,811 thousand).
This item includes Autostrade per l'Italia's borrowings from Cassa Depositi e Prestiti, consisting of two loans that were renegotiated during 2017, lowering the rates of interest applied and extending the terms to maturity. From an accounting viewpoint, these changes are classifiable as non-substantial modifications of existing financial liabilities and do not involve the extinguishment of such liabilities or the recognition of new ones.
A number of the Group's long-term borrowings include negative pledge provisions, in line with international practice. Under these provisions, it is not possible to create or maintain (unless required to do so by law) collateral guarantees on all or a part of any proprietary assets, with the exception of project debt. The above agreements also require compliance with certain financial covenants.
The method of selecting the variables to compute the ratios is specified in detail in the relevant loan agreements. Breach of these covenants, at the relevant measurement dates, could constitute a default event and result in the lenders calling in the loans, requiring the early repayment of principal, interest and of further sums provided for in the agreements.
The most important covenants are described below:
company's investment programme, entered into with the European Investment Bank and Cassa Depositi e Prestiti in December, also require the company to ensure that its interest coverage ratio remains within certain limits linked to the company's rating.
With regard to the financial commitments of the foreign project companies, the related debt does not envisage recourse to direct or indirect parents and is subject to covenants typical of international practice. The main commitments provide for a pledge on all the project companies' assets and receivables in favour of their creditors.
This item represents fair value losses on outstanding derivatives as at 31 December 2017 and includes:
Further details of derivative financial instruments entered into by the Group companies for hedging purposes are contained in note 9.2.
Other medium/long-term financial liabilities (non-current) €30,667 thousand (€22,683 thousand) (current) €280.512 thousand (€259,059 thousand)
The balance of this item, including the current and non-current portions, is up by €29,437 thousand, essentially due to an increase in accrued expenses linked to the new bond issues during the year.
The composition of short-term financial liabilities is shown below.
and for the year ended 31 December 2017
| €000 | 31 December 2017 |
31 December 2016 |
|---|---|---|
| Bank overdrafts repayable on demand | 17,813 | 4,757 |
| Short-term borrowings | 430,086 | 1,858,663 |
| Derivative liabilities (1) | 14,372 | 25,644 |
| Other current financial liabilities | 73,630 | 14,030 |
| Short-term financial liabilities | 535,901 | 1,903,094 |
(1) These liabilities primarily include derivative instruments that classify as non-hedge accounting and in level 2 of the fair value hierarchy.
The balance is down €1,367,193 thousand compared with 31 December 2016, due primarily to Atlantia's repayment of short-term loans, totalling €1,600,000 thousand, partially offset by an increase in other current financial liabilities represented by dividends payable to non-controlling shareholders by a number of Group companies.
In addition to fair value losses of €860 thousand on certain interest rate floors, embedded within certain borrowings, the reduction in current derivative liabilities also includes fair value losses on Deal Contingent Hedges with a notional value of €2,500,000 thousand, hedging the acquisition financing obtained in relation to the Offer for Abertis and classified as non-hedge accounting in accordance with IAS 39.
Further details of derivative financial instruments entered into by the Group companies for hedging purposes are contained in note 9.2.
An analysis of the various components of consolidated net debt is shown below with amounts payable to and receivable from related parties, as required by CONSOB Ruling DEM/6064293 of 28 July 2006, in accordance with European Securities and Markets Authority ("ESMA") Recommendation of 20 March 2013 (which does not entail the deduction of non-current financial assets from debt).
| €M | Note | 31 December 2017 |
OF WHICH RELATED PARTY TRANSACTIONS |
31 December 2016 |
OF WHICH RELATED PARTY TRANSACTIONS |
|---|---|---|---|---|---|
| Cash | -4,840 | -2,788 | |||
| Cash equivalents | -784 | -595 | |||
| Cash and cash equivalents related to discontinued operations | -7 | -8 | |||
| Cash and cash equivalents (A) | -5,631 | -3,391 | |||
| Current financial assets (1) (B) | 7.4 | -781 | -776 | ||
| Bank overdrafts repayable on demand | 18 | 5 | |||
| Current portion of medium/long-term financial liabilities | 1,718 | 1,346 | |||
| Other financial liabilities | 518 | 1,898 | |||
| Current financial liabilities (C) | 7.15 | 2,254 | 3,249 | ||
| Current net debt (D=A+B+C) | -4,158 | -918 | |||
| Bond issues | 11,362 | 10,176 | |||
| Medium/long-term borrowings | 4,012 | 4,002 | |||
| Other non-current financial liabilities | 596 | 654 | |||
| Non-current financial liabilities (E) | 7.15 | 15,970 | 14,832 | ||
| (Net funds) / Net debt as defined by ESMA recommendation (F=D+E) | 11,812 | 13,914 | |||
| Non-current financial assets (G) | 7.4 | -2,316 | -24 | -2,237 | -24 |
| Net debt (H=F+G) | 9,496 | 11,677 |
(1) Includes financial assets held for sale or related to discontinued operations.
The balance is substantially in line with 31 December 2016. The following table shows a breakdown of this item.
| €000 | 31 December 2017 |
31 December 2016 |
|---|---|---|
| Accrued expenses of a non-trading nature | 37,078 | 38,930 |
| Liabilities deriving from contractual obligations | 40,759 | 35,609 |
| Amounts payable to grantors | 3,840 | 9,974 |
| Payable to staff | 17,822 | 8,830 |
| Taxation other than income taxes | 359 | 2,103 |
| Social security contributions payable | 2,042 | 91 |
| Other payables | 6,152 | 2,165 |
| Other non-current liabilities | 108,052 | 97,702 |
An analysis of trading liabilities is shown below.
| €000 | 31 December 2017 |
31 December 2016 |
|---|---|---|
| Liabilities deriving from contract work in progress |
1,642 | 13,906 |
| Amounts payable to suppliers | 819,533 | 906,061 |
| Payable to operators of interconnecting motorways | 664,960 | 623,179 |
| Tolls in the process of settlement | 77,032 | 90,649 |
| Accrued expenses, deferred income and other trading liabilities |
20,248 | 16,756 |
| Trade payables | 1,581,773 | 1,636,645 |
| Trading liabilities | 1,583,415 | 1,650,551 |
The reduction of €67,136 thousand essentially reflects a combination of the following:
The following table shows a breakdown of this item.
| €000 | 31 December 2017 |
31 December 2016 |
|---|---|---|
| Taxation other than income taxes | 164,503 | 129,898 |
| Concession fees payable | 112,825 | 117,752 |
| Payable to staff | 91,935 | 93,668 |
| Social security contributions payable | 55,908 | 56,110 |
| Guarantee deposits from users who pay by direct debit | 46,412 | 46,835 |
| Amounts payable to public entities | 5,924 | 11,031 |
| Amounts payable for expropriations | 9,587 | 11,747 |
| Othe payables | 146,709 | 143,741 |
| Other current liabilities | 633,803 | 610,782 |
The overall increase of €23,021 thousand primarily reflects an increase in amounts payable in the form of taxation other than income taxes, totalling €22,748 thousand in the passenger surcharge payable by ADR.
This section contains analyses of the most important consolidated income statement items. Negative components of the income statement are indicated with a minus sign in the headings and tables in the notes, whilst amounts for 2016 are shown in brackets.
Compared with the comparative period, amounts for 2017 benefit from the contribution of ACA. Details of amounts in the consolidated income statement deriving from related party transactions are provided in note 10.5.
"Toll revenue" of €4,195,258 thousand is up €186,501 thousand (5%) on 2016 (€4,008,757 thousand). After stripping out the impact of exchange rate movements, which had a positive impact of €25,746 thousand in 2017, toll revenue is up €160,755 thousand, primarily reflecting a combination of the following:
Aviation revenue of €799,144 thousand is up €163,443 thousand (26%) compared with 2016 (€635,701 thousand), primarily reflecting the contribution of the Aéroports de la Côte d'Azur group (€158,804 thousand). The improvement also reflects the annual increases in airport fees applied with effect from 1 March by ADR.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Airport fees | 576,310 | 494,640 | 81,670 |
| Centralised infrastructure | 24,436 | 17,672 | 6,764 |
| Security services | 151,347 | 92,035 | 59,312 |
| Other | 47,051 | 31,354 | 15,697 |
| Aviation revenue | 799,144 | 635,701 | 163,443 |
An analysis of revenue from construction services is shown below.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Revenue from construction services for which additional economic benefits are received | 336,881 | 614,518 | -277,637 |
| Revenue from investments in financial concession rights | 73,376 | 81,101 | -7,725 |
| Revenue from construction services: government grants for services for which no additional economic benefits are received |
- | 332 | -332 |
| Revenue from construction services provided by sub-operators | 7,294 | 11,003 | -3,709 |
| Revenue from construction services | 417,551 | 706,954 | -289,403 |
Revenue from construction services essentially consists of construction services for which additional benefits are received and financial assets deriving from concession rights, represented by the fair value of the consideration due in return for the construction and upgrade services rendered in relation to assets held under concession during the year. The consideration is determined according to the criteria described in note 3.
Revenue from construction services is down €289,403 thousand compared with 2016, reflecting the reduction in construction services for which additional benefits are received, amounting to €277,637 thousand, mainly attributable to ADR and Autostrade per l'Italia. The comparative period was marked by a significant volume of investment linked to completion of the new wing of Terminal 3 and the first part of Boarding Area E.
In 2017, the Group carried out additional construction services for which no additional benefits are received, amounting to €419,191 thousand, net of related government grants, for which the Group made use of a portion of the specifically allocated "Provisions for construction services required by contract". Uses of these provisions are classified as a reduction in operating costs for the period, as explained in note 8.11.
Details of total investment in assets held under concession during the year are provided in note 7.2, above.
Contract revenue of €31,505 thousand is down €22,307 thousand compared with 2016 (€53,812 thousand), essentially due to a reduction in work carried by Pavimental for external customers.

An analysis of other operating income is provided below.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Revenue from sub-concessions | 453,780 | 355,238 | 98,542 |
| Revenue from Telepass and Viacard fees | 152,802 | 140,902 | 11,900 |
| Maintenance revenue | 39,633 | 38,293 | 1,340 |
| Other revenue from motorway operation | 40,137 | 38,756 | 1,381 |
| Damages and compensation | 34,889 | 41,221 | -6,332 |
| Revenue from products related to the airport business | 54,461 | 27,638 | 26,823 |
| Refunds | 32,974 | 24,405 | 8,569 |
| Revenue from the sale of technology devices and services | 18,304 | 19,794 | -1,490 |
| Advertising revenue | 4,233 | 3,915 | 318 |
| Other income | 108,340 | 84,325 | 24,015 |
| Other operating income | 939,553 | 774,487 | 165,066 |
Other operating income of €939,553 thousand is up €165,066 thousand compared with 2016 (€774,487 thousand). This partly reflects the increase in revenue resulting from the consolidation of ACA, amounting to €121,947 thousand. There was also an increase in royalties at ADR, amounting to €27,765 thousand, linked to the opening of the new retail plaza located in the new wing of Terminal E at Fiumicino at the end of 2016 and revenue from the related sub-concessions.
This item, which consists of purchases of materials and the change in inventories of raw and consumable materials, is up €42,334 thousand on 2016, essentially resulting from the contribution of ACA.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Construction materials | -179,326 | -176,306 | -3,020 |
| Electrical and electronic materials | -21,121 | -19,291 | -1,830 |
| Lubricants and fuel | -37,045 | -15,577 | -21,468 |
| Other raw and consumable materials | -100,238 | -84,422 | -15,816 |
| Cost of materials | -337,730 | -295,596 | -42,134 |
| Change in inventories of raw, ancillary and consumable materials and goods for resale |
8,359 | 9,310 | -951 |
| Capitalised cost of raw materials | 3,407 | 2,656 | 751 |
| Raw and consumable materials | -325,964 | -283,630 | -42,334 |
An analysis of service costs is provided below.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Construction and similar | -667,269 | -1,060,320 | 393,051 |
| Professional services | -192,980 | -163,331 | -29,649 |
| Transport and similar | -59,936 | -55,899 | -4,037 |
| Utilities | -52,265 | -52,799 | 534 |
| Insurance | -35,424 | -31,460 | -3,964 |
| Statutory Auditors' fees | -1,613 | -1,609 | -4 |
| Other services | -264,646 | -210,288 | -54,358 |
| Gross service costs | -1,274,133 | -1,575,706 | 301,573 |
| Capitalised service costs for assets other than concession assets | 4,552 | 5,626 | -1,074 |
| Service costs | -1,269,581 | -1,570,080 | 300,499 |
Service costs are down €300,499 thousand in 2017, compared with 2016. The change mainly reflects a combination of the following:
-€989,266 thousand (-€904,050 thousand)
An analysis of staff costs is shown below.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Wages and salaries | -682,477 | -629,512 | -52,965 |
| Social security contributions | -197,553 | -180,144 | -17,409 |
| Payments to supplementary pension funds, INPS and post-employment benefits |
-37,527 | -38,947 | 1,420 |
| Directors' remuneration | -5,717 | -5,958 | 241 |
| Other staff costs | -74,520 | -56,154 | -18,366 |
| Gross staff costs | -997,794 | -910,715 | -87,079 |
| Capitalised staff costs for assets other than concession assets | 8,528 | 6,665 | 1,863 |
| Staff costs | -989,266 | -904,050 | -85,216 |
Gross staff costs of €989,266 thousand (€904,050 thousand in 2016) are up €85,216 thousand, primarily due to the following:
The following table shows the average number of employees (by category and including agency staff), as commented on in the section on the "Workforce" in the report on operations:
| AVERAGE WORKFORCE |
2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Senior managers | 291 | 250 | 41 |
| Middle managers and administrative staff |
8,182 | 7,659 | 523 |
| Toll collectors | 3,120 | 3,208 | -88 |
| Manual workers | 4,386 | 3,880 | 506 |
| Total | 15,979 | 14,997 | 982 |
An analysis of other operating costs is shown below.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Concession fees | -513,205 | -494,951 | -18,254 |
| Lease expense | -23,818 | -17,316 | -6,502 |
| Grants and donations | -33,602 | -22,782 | -10,820 |
| Direct and indirect taxes | -40,360 | -22,293 | -18,067 |
| Other | -11,107 | -48,732 | 37,625 |
| Other operating costs | -85,069 | -93,807 | 8,738 |
| Other costs | -622,092 | -606,074 | -16,018 |
Other operating costs, totalling €622,092 thousand, are up €16,018 thousand compared with the comparative period, primarily reflecting the combined effect of an increase in concession fees, linked to the increase in fees payable by Autostrade per l'Italia as a result of the increase in motorway traffic during the period and the contribution of ACA.
This item consists of operating changes (new provisions and uses) in provisions, excluding those for employee benefits (classified in staff costs), made by Group companies during the period in order to meet their legal and contractual obligations requiring the use of financial resources in future years. The positive balance of €3,715 thousand is linked to the positive operating change in provisions for the repair and replacement of motorway and airport infrastructure, after a review of future repair work to be carried out on the motorway network, given that the discount rates used as at 31 December of both comparative periods are substantially unchanged.
This item regards the use of provisions for construction services required by contract, relating to services for which no additional economic benefits are received rendered during the year, less accrued government grants (recognised in revenue from construction services, as explained in note 8.3). The item represents
the indirect adjustment to construction costs classified by nature and incurred by the Group's operators, above all Autostrade per l'Italia, whose concesssion arrangements provide for such obligations. The reduction of €35,833 thousand is broadly linked to reduced investment in the upgrade of the A1 Milan-Naples between Bologna and Florence.
Further information on construction services and capital expenditure during the period is provided in notes 7.2 and 8.3.
The positive balance for 2017, totalling €69,294 thousand, essentially reflects the reversal of impairment losses on intangible assets deriving from concession rights previously recognised by Raccordo Autostradale Valle d'Aosta, totalling €78,700. This is described in note 7.2.
8.13 Financial income/(expenses)
-€506,362 thousand (-€537,611 thousand)
Financial income €406,343 thousand (€365,650 thousand) Financial expenses -€921,363 thousand (–€915,580 thousand) Foreign exchange gains/(losses) €8,658 thousand (€12,319 thousand)
An analysis of financial income and expenses is shown below.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Financial income accounted for as an increase in financial assets deriving from concession rights and government grants |
73,506 | 67,425 | 6,081 |
| Dividends received from investees | 18,284 | 7,832 | 10,452 |
| Income from derivative financial instruments | 89,607 | 97,819 | -8,212 |
| Financial income accounted for as an increase in financial assets | 73,096 | 74,142 | -1,046 |
| Interest and fees receivable on bank and post office deposits | 21,876 | 30,895 | -9,019 |
| Gain from sale of investment | 44,896 | - | 44,896 |
| Reversal of impairment loss on carrying amount of Lusoponte | - | 24,932 | -24,932 |
| Other | 85,078 | 62,605 | 22,473 |
| Other financial income | 314,553 | 290,393 | 24,160 |
| Total financial income (a) | 406,343 | 365,650 | 40,693 |
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-42,234 | -65,351 | 23,117 |
| Interest on bonds | -472,921 | -477,088 | 4,167 |
| Losses on derivative financial instruments | -161,561 | -137,755 | -23,806 |
| Interest on medium/long-term borrowings | -112,823 | -107,508 | -5,315 |
| Interest expense accounted for as an increase in financial liabilities | -12,389 | -17,785 | 5,396 |
| Impairment losses on investments carried at cost or fair value and non-current financial assets | -4,019 | -13,817 | 9,798 |
| Interest and fees payable on bank and post office deposits | -2,392 | -3,192 | 800 |
| Other | -113,024 | -93,084 | -19,940 |
| Other financial expenses | -879,129 | -850,229 | -28,900 |
| Capitalised financial expenses for assets other than concession assets | - | - | - |
| Total financial expenses (b) | -921,363 | -915,580 | -5,783 |
| Foreign exchange gains/(losses) (c) | 8,658 | 12,319 | -3,661 |
| Financial income/(expenses) (a+b+c) | -506,362 | -537,611 | 31,249 |
Net other financial expenses, totalling €564,576 thousand, are up €4,740 thousand compared with 2016 (€559,836 thousand).
This reflects that fact that the following changes substantially offset each other:
The figure for 2016 also benefitted from a reversal of a previous impairment loss on the investment in Lusoponte (€24,514 thousand), partially offset by financial expenses incurred on the partial buyback of certain bonds (€18,599 thousand).
"Financial income accounted for as an increase in financial assets deriving from concession rights and government grants", totalling €73,506 thousand, essentially includes income from the discounting to present value of financial assets deriving from guaranteed minimum toll revenue (included in financial assets deriving from concession rights), totalling €44,754 thousand, relating to the Chilean operators, and income from the discounting to present value of financial assets deriving from government grants for motorway maintenance, totalling €6,629 thousand and relating to Los Lagos
The "Share of (profit)/loss of investees accounted for using the equity method" for 2017 amounts to a loss of €10,056 thousand, essentially reflecting the Group's share of the profit or loss of its associates and joint ventures, after taking into account dividends paid by these companies.
A comparison of the tax charges for the two comparative periods is shown below.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| IRES | -371,775 | -281,582 | -90,193 |
| IRAP | -88,868 | -86,311 | -2,557 |
| Income taxes attributable to foreign operations | -112,234 | -75,309 | -36,925 |
| Current tax benefit of tax loss carry-forwards | 12,384 | 8,343 | 4,041 |
| Current tax expense | -560,493 | -434,859 | -125,634 |
| Recovery of previous years' income taxes | 11,504 | 10,436 | 1,068 |
| Previous years' income taxes | -3,828 | 2,850 | -6,678 |
| Differences on current tax expense for previous years | 7,676 | 13,286 | -5,610 |
| Provisions | 175,757 | 181,151 | -5,394 |
| Releases | -348,285 | -319,979 | -28,306 |
| Changes in prior year estimates | -2,064 | -30,447 | 28,383 |
| Deferred tax income | -174,592 | -169,275 | -5,317 |
| Provisions | -70,239 | -104,327 | 34,088 |
| Releases | 120,546 | 95,388 | 25,158 |
| Changes in prior year estimates | 44,908 | 66,871 | -21,963 |
| Deferred tax expense | 95,215 | 57,932 | 37,283 |
| Deferred tax income/(expense) | -79,377 | -111,343 | 31,966 |
| Income tax (expense)/benefit | -632,194 | -532,916 | -99,278 |
Income tax expense amounts to €632.194 thousand, up €99,278 thousand compared with 2016 (€532,916 thousand). The increase is proportionately higher than the increase in profit before tax, primarily due to the increased tax expense (totalling €45,361 thousand) on Autostrade per l'Italia's distribution of the special dividend in kind and of available equity reserves to Atlantia in 2017, only partially offset by the reduction in the IRES rate for the Group's Italian companies from 2017.
The following table shows the reconciliation of the IRES charge calculated at the statutory tax rate and the effective charge in the comparative periods.
| TAXABLE | 2017 | TAXABLE | 2016 | |||
|---|---|---|---|---|---|---|
| €000 | INCOME | TAX | TAX RATE | INCOME | TAX | TAX RATE |
| Pre-tax profit/(loss) from continuing operations | 2,065,432 | 1,775,677 | ||||
| Tax expense computed using statutory rate applied by Parent Company | 507,961 | 24.0% | 488,311 | 27.5% | ||
| Temporary differences deductible in future years | 582,447 | 156,924 | 7.6% | 552,550 | 156,581 | 8.8% |
| Temporary differences taxable in future years | -632,914 | -69,217 | -3.4% | -150,503 | -36,541 | -2.1% |
| Reversal of prior year temporary differences | -578,834 | -196,574 | -9.5% | -763,912 | -192,206 | -10.8% |
| Permanent differences | 57,005 | 41,859 | 2.0% | 176,260 | 29,088 | 1.6% |
| Impact on tax expense of income and expenses recognised directly in equity | - | 44,394 | 2.1% | - | 15,948 | 0.9% |
| Current tax benefit of tax losses | - | -12,384 | -0.6% | - | -8,343 | -0.5% |
| Change in estimates for previous years and other changes | - | -1,338 | -0.1% | - | -104,290 | -5.9% |
| IRAP | 88,868 | 4.3% | 78,187 | 4.4% | ||
| TOTAL | 560,493 | 27.1% | 460,261 | 25.9% |
An analysis of the net profit/(loss) from discontinued operations for the two comparative periods is shown below.
| €000 | 2017 | 2016 | Increase/ (Decrease) |
|---|---|---|---|
| Operating costs | -107 | -2,860 | 2,753 |
| Financial expenses | -308 | - | -308 |
| Tax benefit/(expense) | -830 | -1,640 | 810 |
| Contribution to net profit from discontinued operations | -1,245 | -4,500 | 3,255 |
| Profit/(Loss) from discontinued operations | -1,245 | -4,500 | 3,255 |
The net loss for 2017 refers primarily to Tech Solutions Integrators.
The following table shows the calculation of basic and diluted earnings per share for the two comparative periods.
| 2017 | 2016 | ||
|---|---|---|---|
| Weighted average number of shares outstanding | 825,783,990 | 825,783,990 | |
| Weighted average number of treasury shares in portfolio | -8,265,778 | -2,360,179 | |
| Weighted average of shares outstanding for | |||
| calculation of basic earnings per share | 817,518,212 | 823,423,811 | |
| Weighted average number of diluted shares | |||
| held under share-based incentive plans | 549,692 | 1,064,682 | |
| Weighted average of all shares outstanding for | |||
| calculation of diluted earnings per share | 818,067,904 | 824,488,493 | |
| Profit for the year attributable to owners of the parent (€000) | 1,171,783 | 1,121,838 | |
| Basic earnings per share (€) | 1.43 | 1.36 | |
| Diluted earnings per share (€) | 1.43 | 1.36 | |
| Profit from continuing operations attributable to owners of the parent (€000) | 1,172,770 | 1,126,338 | |
| Basic earnings per share from continuing operations (€) | 1.43 | 1.37 | |
| Diluted earnings per share from continuing operations (€) | 1.43 | 1.37 | |
| Profit from discontinued operations attributable to owners of the parent (€000) | -987 | -4,500 | |
| Basic earnings/(losses) per share from discontinued operations (€) | - | -0.01 | |
| Diluted earnings/(losses) per share from discontinued operations (€) | - | -0.01 |
The average number of treasury shares in portfolio in 2017, essentially due to the purchase of Atlantia's shares in the market during the year under the programme announced in December 2016.
Consolidated cash flow in 2017, compared with 2016, is analysed below. The consolidated statement of cash flows is included in the "Consolidated financial statements".
Cash flows during 2017 resulted in an increase of €2,227,167 thousand in cash and cash equivalents, versus a net cash outflow of €426,645 thousand in 2016.
Operating activities generated cash flows of €2,390,026 thousand in 2017, up €28,216 thousand on the figure for 2016 (€2,361,810 thousand). The increase is primarily attributable to a combination of the following:
Cash from investing activities, totalling €719,953 thousand, is linked to a combination of the following:
The outflow for investing activities in the comparative period reflected the acquisition of control of ACA and its subsidiaries, after the cash acquired, totalling €1,265,417 thousand.
The outflow for financing activities amounts to €865,126 thousand. This essentially reflects the following:
Details of movements in financial liabilities are provided in note 7.15.
The following table shows net cash flows generated from discontinued operations, including the contributions of Ecomouv and Tech Solutions Integrators in the two comparative periods. These cash flows are included in the consolidated statement of cash flows under operating, investing and financing activities.
| €M | 2017 | 2016 |
|---|---|---|
| Net cash generated from/(used in) operating activities | -2 | -3 |
| Net cash generated from/(used in) investing activities | - | - |
| Net cash generated from/(used in) financing activities | - | -28 |
In the normal course of business, the Atlantia Group is exposed to:
The Atlantia Group's financial risk management strategy is derived from and consistent with the business goals set by the Atlantia Board of Directors, as contained in the various long-term plans prepared each year.
The adopted strategy for each type of risk aims, wherever possible, to eliminate interest rate and currency risks and minimise borrowing costs, whilst taking account of stakeholders' interests, as defined in the Financial Policy approved by Atlantia's Board of Directors.
Management of these risks is based on prudence and best market practice.
The main objectives set out in this policy are as follows:
The Group's hedges outstanding as at 31 December 2017 are classified, in accordance with IAS 39, either as cash flow or fair value hedges, depending on the type of risk hedged. As at 31 December 2017, the Group's portfolio also includes non-hedge accounting transactions, including the derivatives embedded in certain medium/long-term and short-term borrowings obtained by Autostrade Meridionali and Pavimental, with a notional value of €278,532 thousand and fair value losses of €860 thousand.
Non-hedge accounting transactions also include deal contingent hedges, linked to the Offer for Abertis. These have a total notional value of €2,500,000 thousand and fair value losses of €13,511 thousand as at 31 December 2017.
Further details are provided in note 7.15. The residual average term to maturity of the Group's debt as at 31 December 2017 is approximately 6 years and 4 months. The average cost of medium to long-term debt for 2017 was 3,8% (3.1% for the companies operating in Italy, 6.1% for the Chilean companies and 12.1% for the Brazilian companies). Monitoring is, moreover, intended to assess, on a continuing basis, counterparty creditworthiness and the degree of risk concentration.
This risk is linked to uncertainty regarding the performance of interest rates, and takes two forms:
a) cash flow risk: linked to financial assets and liabilities, including those that are highly likely, with cash flows indexed to a market interest rate. In order to reduce the amount of floating rate debt, the Group has entered into interest rate swaps (IRSs), classified as cash flow hedges. The hedging instruments and the underlying financial liabilities have matching terms to maturity and notional amounts. Following tests of effectiveness, changes in fair value are essentially recognised in other comprehensive income. Interest income or expense deriving from the hedged instruments is recognised simultaneously in profit or loss. In 2017, Atlantia entered into new Forward-Starting IRSs with a total notional value of €1,000,000 thousand and fair value gains of €1,523 thousand as at 31 December 2017. They have a duration of 10 years, are subject to a weighted average fixed rate of approximately 0.879% and have been entered into to hedge highly likely future financial liabilities.
In addition, the Company entered into deal contingent hedges with a total notional value of €2,500,000 thousand, an average term of 9.4 years and a weighted average fixed rate of approximately 0.853%. Fair value losses on these instruments, recognised in profit or loss in 2017, amount to €13,511 thousand.
As part of a liability management transaction by Autostrade per l'Italia, in which the subsidiary issued bonds with a notional value of €700,000 thousand, and at the same time bought back a portion of the bonds maturing in 2019, 2020 and 2021 (a total of €522,614 thousand). This was treated for accounting purposes as a non-substantial modification of the existing financial liabilities. The Forward-Starting Interest Rate Swaps entered into in June 2015, to hedge highly likely future financial liabilities to be entered into through to 2017, were unwound. At the date of unwinding these derivatives, fair value losses recognised in equity amounted to €27,461 thousand. A part of this amount, totalling €20,502 thousand, relating to the portion of the par value of the novated bonds, has been reclassified to profit or loss as a financial expense. The remaining fair value losses, totalling €6,959 thousand, will be reclassified to profit or loss on occurrence of the interest flows linked to the newly issued bonds, in keeping with the nature of these instruments as cash flow hedges. The cost of issuing these bonds, including the impact of the hedges, was therefore 2.32%;
b) far value risk: the risk of losses deriving from an unexpected change in the value fixed rate financial assets and liabilities following an unfavourable shift in the market yield curve. As at 31 December 2017. the Group reports transactions classifiable as fair value hedges in accordance with IAS 39, regarding the previously mentioned new IPCA Linked Swaps entered into by the Brazilian companies, Triangulo do Sol and Colinas, with the aim of converting the real IPCA rate bonds issued in 2013 to a floating CDI rate. Changes in the fair value of these instruments are recognised in profit or loss and are offset by matching changes in the fair value of the underlying liabilities.
As a result of cash flow hedges, 89% of interest bearing debt is fixed rate.
Currency risk can result in the following types of exposure:
The Group's prime objective of currency risk is to minimise transaction exposure through the assumption of liabilities in currencies other than the presentation currency.
With the aim of eliminating the currency risk associated with the sterling and yen denominated bonds transferred to Autostrade per l'Italia as a result of the issuer substitution, the Group has entered into Cross Currency Swaps (CCIRS) with notional values and maturities equal to those of the underlying financial liabilities. These swaps also qualify as cash flow hedges and tests have shown that they are fully effective.
Following Atlantia's buyback of 99.87% of the sterling-denominated notes, amounting to £215 million, originally issued by Romulus Finance (transferred to ADR in the form of a novation in 2016), the Cross Currency Swaps entered into by Atlantia and ADR to hedge interest and currency risk associated with the underlying in foreign currency, no longer qualify for hedge accounting in the consolidated financial statements.
14% of the Group's debt is denominated in currencies other than the euro. Taking account of foreign exchange hedges and the proportion of debt denominated in the local currency of the country in which the relevant Group company operates (around 9%), the Group is effectively not exposed to currency risk on translation.
The following table summarises outstanding derivative financial instruments as at 31 December 2017 (compared with 31 December 2016) and shows the corresponding market and notional values of the hedged financial asset or liability.
| €000 | 31 December 2017 | 31 December 2016 | ||||
|---|---|---|---|---|---|---|
| Type | Purpose of hedge | Fair value asset/(liability) |
Notional amount | Fair value asset/(liability) |
Notional amount | |
| Cash flow hedges (1) | ||||||
| Cross Currency Swaps | Currency and interest rate risk | -260,459 | 750,000 | -281,904 | 899,176 | |
| Interest Rate Swaps | Interest rate risk | -78,519 | 5,768,623 | -182,225 | 5,803,331 | |
| Total cash flow hedges | -338,978 | 6,518,623 | -464,129 | 6,702,507 | ||
| Fair value hedges (1) | ||||||
| IPCA x CDI Swaps | Interest rate risk | 5,042 | 129,347 | -6,012 | 172,187 | |
| Total fair value hedges | 5,042 | 129,347 | -6,012 | 172,187 | ||
| Non-hedge accounting derivatives | ||||||
| Cross Currency Swaps (1) | Currency and interest rate risk | -124,372 | 760,877 | -96,200 | 611,701 | |
| Interest Rate Swaps | Interest rate risk | -13,511 (2) | 2,500,000 | |||
| Derivatives embedded in loans | Interest rate risk | -860 | 278,532 | -4,310 | 1,476,453 | |
| FX Forwards | Currency risk | 528 (3) | 37,308 | -2,492 (3) | 35,548 | |
| Total non-hedge accounting derivatives | -138,215 | 3,576,717 | -103,002 | 2,123,702 | ||
| TOTAL | -472,151 | 10,224,687 | -573,143 | 8,998,396 | ||
| fair value (asset) fair value (liability) |
107,796 -579,947 |
83,397 -656,540 |
(1) The fair value of cash flow hedges excludes accruals at the measurement date.
(2) Fair value losses include non-hedge accounting derivatives linked to Deal Contingent Hedges, with a total notional amount of €2,500,000 thousand, hedging the acquisition financing obtained in relation to the Offer for Abertis.
(3) The fair value of these derivatives is classified in short-term assets and liabilities.
Sensitivity analysis describes the impact that the interest rate and foreign exchange movements to which the Group is exposed would have had on the consolidated income statement for 2017 and on equity as at 31 December 2017.
The interest rate sensitivity analysis is based on the exposure of derivative and non-derivative financial instruments at the end of the year, assuming, in terms of the impact on the income statement, a 0.10% (10 bps) shift in the market yield curve at the beginning of the year, whilst, with regard to the impact of
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changes in fair value on other comprehensive income, the 10 bps shift in the curve was assumed to have occurred at the measurement date. The results of the analyses were:
Liquidity risk relates to the risk that cash resources may be insufficient to fund the payment of liabilities as they fall due. The Atlantia Group believes that its ability to generate cash, the ample diversification of its sources of funding and the availability of committed and uncommitted lines of credit provides access to sufficient sources of finance to meet its projected financial needs.
As at 31 December 2017, project debt allocated to specific overseas companies amounts to €1,558 million. At the same date the Group has estimated cash reserves of €7,927 million, consisting of:
| €M | 31 December 2017 | |||||
|---|---|---|---|---|---|---|
| BORROWER | LINE OF CREDIT | DRAWDOWN PERIOD EXPIRES |
FINAL MATURITY | AVAILABLE | DRAWN | UNDRAWN |
| Autostrade per l'Italia | Medium/long-term committed EIB line 2013 "Environment and Motorw ay Safety" | 31 Dec 2018 | 15 Sept 2037 | 200 | - | 200 |
| Autostrade per l'Italia | Committed medium/long-term facility from CDP (Term Loan 2017) | 31 Dec 2021 | 13 Dec 2027 | 1,100 | 400 | 700 |
| Autostrade per l'Italia | Revolving line of credit from CDP 2017 | 2 Oct 2022 | 31 Dec 2022 | 600 | - | 600 |
| Autostrade Meridionali | Short-term loan from Banco di Napoli | 31 Dec 2018 | 31 Dec 2018 | 300 | 245 | 55 |
| Aeroporti di Roma | EIB "Aeroporti di Roma – Fiumicino South" | 13 Dec 2019 | 20 Sept 2031 | 150 | 110 | 40 |
| Aeroporti di Roma | CDP "Aeroporti di Roma – Fiumicino South" | 30 June 2018 | 20 Sept 2031 | 150 | 40 | 110 |
| Aeroporti di Roma | Committed Revolving Facility | 11/04/2022 | 11 July 2022 | 250 | - | 250 |
| Aéroports de la Côte d'Azur Medium/long-term committed EIB line 2014 "Airport Upgrade" | 30/03/2019 | 13 June 2036 | 100 | 50 | 50 | |
| Lines of credit | 2,850 | 845 | 2,005 |
Details of drawn and undrawn committed lines of credit are shown below.
In addition, as at 31 December 2017, the Group has cash reserves of €11,648 million as a result of committed acquisition financing connected with the Offer for Abertis. The financing has an average residual term of approximately 3 years and is to be used solely within the context of the Offer. The various lines of credit are as follows:
The following schedules show the distribution of loan maturities outstanding as at 31 December 2017 and 31 December 2016.
The amounts in the above tables include interest payments and exclude the impact of any offset agreements.
The time distribution of terms to maturity is based on the residual contract term or on the earliest date on which repayment of the liability may be required, unless a better estimate is available.
| 31 December 2017 | ||||||
|---|---|---|---|---|---|---|
| €000 | Carrying amount | Total contractual flows |
Within 12 months |
Between 1 and 2 years |
Between 3 and 5 years |
After 5 years |
| Non-derivative financial liabilities (1) | ||||||
| Bond issues (A) | 12,480,591 | -13,500,784 | -1,490,118 | -1,134,695 | -2,765,808 | -8,110,163 |
| Total bank borrowings | 4,021,277 | -3,826,913 | -302,078 | -301,905 | -890,890 | -2,332,040 |
| Total other borrowings | 309,148 | -39,102 | -39,037 | -65 | - | - |
| Total medium/long-term borrowings (B) | 4,330,425 | -3,866,015 | -341,115 | -301,970 | -890,890 | -2,332,040 |
| Total non-derivative financial liabilities (C)= (A)+(B) | 16,811,016 | -17,366,799 | -1,831,233 | -1,436,665 | -3,656,698 | -10,442,203 |
| Derivatives (2) (3) | ||||||
| Interest rate swaps (4) | 195,116 | -366,544 | -35,910 | -36,778 | -121,354 | -172,502 |
| IPCA x CDI Swaps | - | - | - | - | - | - |
| Cross currency swaps | 384,831 | -446,465 | -22,453 | -22,099 | -253,245 | -148,668 |
| Total derivatives | 579,947 | -813,009 | -58,363 | -58,877 | -374,599 | -321,170 |
(1) Future cash flows relating to interest on bond issues and floating rate loans have been projected on the basis of the latest established rate and applied and held constant to final maturity. (2) As at 31 December 2017, expected contractual flows are linked to the hedging of outstanding and highly likely future financial liabilities to meet funding requirements through to 2019.
(3) Expected future cash flows from differentials on derivatives have been projected on the basis of the exchange rate fixed at the measurement date. (4) Future cash flows relating to differentials on interest rate swaps (IRS) and IPCA x CDI Swaps have been projected on the basis of the latest interest rate fixed and held constant to the maturity of the contract.
| 31 December 2016 | ||||||
|---|---|---|---|---|---|---|
| €000 | Carrying amount | Total contractual flows |
Within 12 months |
Between 1 and 2 years |
Between 3 and 5 years |
After 5 years |
| Non-derivative financial liabilities (1) | ||||||
| Bond issues (A) | 10,959,638 | -12,163,567 | -1,216,271 | -1,478,736 | -4,469,100 | -4,999,460 |
| Medium/long-term borrowings (2) | ||||||
| Total bank borrowings | 4,033,931 | -3,879,301 | -256,873 | -292,774 | -1,082,472 | -2,247,181 |
| Total other borrowings | 271,891 | 50,545 | - | 50,545 | - | #RIF! |
| Total medium/long-term borrowings (B) | 4,305,822 | -3,828,756 | -256,873 | -242,229 | -1,082,472 | -2,247,181 |
| Total non-derivative financial liabilities (C)= (A)+(B) | 15,265,460 | -15,992,323 | -1,473,144 | -1,720,965 | -5,551,572 | -7,246,641 |
| Derivatives (2) (3) | ||||||
| Interest rate swaps (4) | 223,303 | -417,764 | -38,407 | -51,476 | -133,015 | -194,866 |
| IPCA x CDI Swaps (4) | 6,012 | 70,079 | -4,076 | 2,086 | 30,592 | 41,477 |
| Cross currency swaps | 420,423 | -406,521 | -20,067 | -20,317 | -60,221 | -305,916 |
| Total derivatives | 649,738 | -754,206 | -62,550 | -69,707 | -162,644 | -459,305 |
(1) Future cash flows relating to interest on bond issues and floating rate loans have been projected on the basis of the latest established rate and applied and held constant to final maturity. (2) As at 31 December 2016, expected contractual flows are linked to the hedging of outstanding and highly likely future financial liabilities to meet funding requirements through to 2019 .
(3) Expected future cash flows from differentials on derivatives have been projected on the basis of the exchange rate fixed at the measurement date.
(4) Future cash flows relating to differentials on interest rate swaps (IRS) and IPCA x CDI Swaps have been projected on the basis of the latest interest rate fixed and held constant to the maturity of the contract.
The distribution for transactions with amortisation schedules is based on the date on which each instalment falls due.
The following table shows the time distribution of expected cash flows from cash flow hedges, and the financial years in which they will be recognised in profit or loss.
and for the year ended 31 December 2017
| 31 December 2017 | 31 December 2016 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €000 | Carrying | Expected | Within 12 | Between 1 | Between 3 | After 5 | Carrying | Expected | Within 12 | Between 1 | Between 3 | After 5 | |
| amount | cash flows (1) | months | and 2 | and 5 | years | amount | cash flows (1) | months | and 2 | and 5 | years | ||
| Interest rate swaps | |||||||||||||
| Derivative assets | 55,470 | 55,329 | -3,021 | -10,816 | -5,400 | 74,566 | 41,078 | 40,970 | -1,228 | -2,230 | 14,347 | 30,081 | |
| Derivative liabilities | -133,989 | -144,073 | -32,360 | -30,188 | -61,783 | -19,742 | -223,303 | -231,513 | -31,016 | -42,629 | -110,515 | -47,353 | |
| Cross currency swaps | |||||||||||||
| Assets | |||||||||||||
| Liabilities | -260,459 | -266,270 | -10,540 | -10,850 | -244,880 | - | -281,904 | -287,169 | -12,540 | -13,425 | -42,069 | -219,135 | |
| Total cash flow hedges | -338,978 | -355,014 | -45,921 | -51,854 | -312,063 | 54,824 | -464,129 | -477,712 | -44,784 | -58,284 | -138,237 | -236,407 | |
| Accrued expenses on cash flow hedges | -36,416 | -34,329 | |||||||||||
| Accrued income on cash flow hedges | 20,380 | 20,746 | |||||||||||
| Total cash flow hedge derivative assets/liabilities | -355,014 | -355,014 | -45,921 | -51,854 | -312,063 | 54,824 | -477,712 | -477,712 | -44,784 | -58,284 | -138,237 | -236,407 | |
| 31 December 2017 | 31 December 2016 | ||||||||||||
| €000 | Expected | Within 12 | Between 1 | Between 3 | After 5 | Expected | Within 12 | Between 1 | Between 3 | After 5 | |||
| cash flows (1) | months | and 2 | and 5 | years | cash flows (1) | months | and 2 | and 5 | years | ||||
| Interest rate swaps | |||||||||||||
| Income from cash flow hedges | 98,332 | 355 | 5,956 | 92,021 | 65,465 | 5,784 | 59,681 | ||||||
| Losses on cash flow hedges | -176,852 | -31,388 | -51,920 | -65,002 | -28,542 | -247,690 | -30,603 | -42,747 | -115,928 | -58,412 | |||
| Cross currency swaps | |||||||||||||
| Income from cash flow hedges | 686,338 | 34,622 | 34,498 | 617,218 | - | 1,006,598 | 40,721 | 40,564 | 427,590 | 497,723 | |||
| Losses on cash flow hedges | -946,796 | -45,884 | -45,592 | -855,320 | - | -1,288,502 | -53,568 | -53,931 | -583,302 | -597,701 | |||
| Total income (losses) from cash flow hedges | -338,978 | -42,650 | -62,659 | -297,148 | 63,479 | -464,129 | -43,450 | -56,114 | -265,856 | -98,709 |
(1) Expected cash flows from swap differentials are calculated on the basis of market curves at the measurement date.
The Group manages credit risk essentially through recourse to counterparties with high credit ratings, with no significant credit risk concentrations as required by Financial Policy.
Credit risk deriving from outstanding derivative financial instruments can also be considered marginal in that the counterparties involved are major financial institutions. There are no margin agreements providing for the exchange of cash collateral if a certain fair value threshold is exceeded.
Provisions for impairment losses on individually material items, on the other hand, are established when there is objective evidence that the Group will not be able to collect all or any of the amount due. The amount of the provisions takes account of estimated future cash flows and the date of collection, any future recovery costs and expenses, and the value of any security and guarantee deposits received from customers. General provisions, based on the available historical and statistical data, are established for items for which specific provisions have not been made. Details of the allowance for bad debts for trade receivables are provided in note 7.7.
The Atlantia Group's operating segments are identified based on the information provided to and analysed by Atlantia's Board of Directors, which represents the Group's chief operating decision maker, taking decisions regarding the allocation of resources and assessing performance. In particular, the Board of Directors assesses the performance of the business in terms of geographical area and business segment. Following the consolidation of ACA at the end of December 2016, a new operating segment, called "Overseas airports", was created. In addition to the companies controlled by ACA, this segment also includes the acquisition vehicle used in order to acquire ACA (Azzurra Aeroporti). As a result, the Group's new structure presents information for five main operating segments (Italian motorways, overseas motorways, Italian airports, overseas airports and a fifth operating segment including the Parent Company, Atlantia, and the other remaining activities).
A summary of the key performance indicators for each segment, identified in accordance with the requirements of IFRS 8, is shown below.
and for the year ended 31 December 2017
| 2017 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| €M | ITALIAN MOTORWAYS |
OVERSEAS MOTORWAYS |
ITALIAN AIRPORTS | OVERSEAS AIRPORTS |
ATLANTIA AND OTHER ACTIVITIES |
CONSOLIDATION ADJUSTMENTS |
UNALLOCATED ITEMS |
TOTAL CONSOLIDATED AMOUNTS |
||
| External revenue | 3,903 | 648 | 900 | 281 | 241 | - | - | 5,973 | ||
| Intersegment revenue (a) | 42 | - | 1 | - | 505 | -548 | - | - | ||
| Total operating revenue (b) | 3,945 | 648 | 901 | 281 | 746 | -548 | - | 5,973 | ||
| EBITDA (c) | 2,453 | 483 | 550 | 95 | 83 | - | - | 3,664 | ||
| Amortisation, depreciation, impairment losses | ||||||||||
| and reversals of impairment losses | -1,012 | -1,012 | ||||||||
| Provisions and other adjustments | -74 | -74 | ||||||||
| EBIT (d) | 2,578 | |||||||||
| Financial income/(expenses) | -513 | -513 | ||||||||
| Profit/(Loss) before tax from continuing operations |
2,065 | |||||||||
| Income tax (expense)/benefit | -632 | -632 | ||||||||
| Profit/(Loss) from continuing operations | 1,433 | |||||||||
| Profit/(Loss) from discontinued operations | -1 | -1 | ||||||||
| Profit for the year | 1,432 | |||||||||
| Operating cash flow (e) | 1,638 | 391 | 429 | 62 | 20 | - | - | 2,540 | ||
| Capital expenditure (f) | 556 | 183 | 207 | 27 | 75 | 2 | - | 1,050 |
| 2016 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| €M | ITALIAN MOTORWAYS |
OVERSEAS MOTORWAYS |
ITALIAN AIRPORTS | OVERSEAS AIRPORTS |
ATLANTIA AND OTHER ACTIVITIES |
CONSOLIDATION ADJUSTMENTS |
UNALLOCATED ITEMS |
TOTAL CONSOLIDATED AMOUNTS |
||
| External revenue | 3,794 | 558 | 883 | - | 249 | - | - | 5,484 | ||
| Intersegment revenue (a) | 47 | 1 | 1 | - | 403 | -452 | - | - | ||
| Total operating revenue (b) | 3,841 | 559 | 884 | - | 652 | -452 | - | 5,484 | ||
| EBITDA (c) | 2,384 | 422 | 532 | -10 | 50 | - | - | 3,378 | ||
| Amortisation, depreciation, impairment losses | ||||||||||
| and reversals of impairment losses | -956 | -956 | ||||||||
| Provisions and other adjustments | -107 | -107 | ||||||||
| EBIT (d) | 2,315 | |||||||||
| Financial income/(expenses) | -539 | -539 | ||||||||
| Profit/(Loss) before tax from continuing | ||||||||||
| operations | 1,776 | |||||||||
| Income tax (expense)/benefit | -533 | -533 | ||||||||
| Profit/(Loss) from continuing operations | 1,243 | |||||||||
| Profit/(Loss) from discontinued operations | -5 | -5 | ||||||||
| Profit for the year | 1,238 | |||||||||
| Operating cash flow (e) | 1,632 | 340 | 387 | -6 | 47 | - | - | 2,400 | ||
| Capital expenditure (f) | 718 | 177 | 445 | - | 78 | 4 | - | 1,422 |
The following should be noted with regard to the operating segment information presented in the above tables:
f) the figure for capital expenditure includes investment in assets held under concession, in property, plant and equipment and in other intangible assets, as shown in the consolidated statement of cash flows.
The figures for the "Overseas airports" segment in 2016 include amounts for Azzurra Aeroporti, which has controlled Aéroports de la Côte d'Azur since the end of 2016. These amounts were classified in the "Atlantia and other activities" segment in the consolidated financial statements as at and for the year ended 31 December 2016.
Finally, EBITDA, EBIT and operating cash flow are not measures of performance defined by the IFRS and have not, therefore, been audited.
Finally, it should be noted that in 2017, the Group did not earn revenue from any specific customer in excess of 10% of the Group's total revenue for the year.
The following table shows the contribution of each geographical segment to the Atlantia Group's revenue and non-current assets.
| REVENUE | NON-CURRENT ASSETS (*) | |||
|---|---|---|---|---|
| €M | 2017 | 2016 | 31 December 2017 | 31 December 2016 |
| Italy | 5,203 | 5,388 | 22,130 | 22,596 |
| Poland | 76 | 68 | 184 | 184 |
| France | 294 | 2 | 2,770 | 2,788 |
| Portugal | 2 | - | 40 | 40 |
| Other European countries | 19 | 10 | 4 | - |
| Sub-total Europe | 5,594 | 5,468 | 25,128 | 25,608 |
| Brazil | 348 | 315 | 1,002 | 1,234 |
| Chile | 381 | 332 | 1,828 | 1,935 |
| USA | 60 | 64 | 44 | 38 |
| Total | 6,383 | 6,179 | 28,002 | 28,815 |
(*) In accordance with IFRS 8, non-current assets do not include non-current financial assets or deferred tax assets.
The consolidated companies deemed relevant for the Atlantia Group, in terms of the percentage interests held by non-controlling shareholders for the purposes of the disclosures required by IFRS 12, are the following:
The non-controlling interests in these sub-groups of companies are deemed relevant in relation to their contribution to the Atlantia Group's consolidated accounts. It should be noted that:
As required by IFRS 12, the following tables show the impact on the financial position of changes in ownership interests in subsidiaries. As these changes did not result in a loss of control, they have been treated as "equity transactions":
| the impact of the sale of 11.94% of Autostrade per l'Italia: | a) | |||||
|---|---|---|---|---|---|---|
| -------------------------------------------------------------- | ---- | -- | -- | -- | -- | -- |
| Effects of sale of 11.94% interest in Autostrade per l'Italia | €m |
|---|---|
| Cash consideration | 1,733 (a) |
| Tax effect | 19 (b) |
| Contribution from portion of company sold | 293 (c) |
| Effect of change in interests in consolidated Group companies | 1,421 (d)=(a)-(b)-(c) |
| b) the impact of the sale of 20.15% of Azzurra Aeroporti: |
||
|---|---|---|
| Effects of sale of 20.15% interest in Azzurra Aeroporti | €m | |
| Cash consideration | 135 (a) | |
| Contribution from portion of company sold | 127 (b) | |
| Effect of change in interests in consolidated Group companies | 8 | (c)=(a)-(b) |
A full list of the investments and related ownership interests held by the Group and non-controlling shareholders as at 31 December 2017 is provided in Annex 1 "The Atlantia Group's scope of consolidation and investments".
The key financial indicators presented in the following table thus include amounts for the above companies and their respective subsidiaries, extracted, unless otherwise indicated, from the reporting packages prepared by these companies for the purposes of Atlantia's consolidated financial statements, in addition to the accounting effects of acquisitions (fair value adjustments of the net assets acquired).
| €M | AUTOSTRADE PER L'ITALIA AB CONCESSOES AND DIRECT SUBSIDIARIES (3) AND DIRECT SUBSIDIARIES |
GRUPO COSTANERA AND DIRECT AND INDIRECT SUBSIDIARIES |
AZZURRA AEROPORTI AND DIRECT SUBSIDIARIES |
||||
|---|---|---|---|---|---|---|---|
| 2017 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| Revenue (1) | 4,055 | 348 | 314 | 309 | 287 | 300 | - |
| Profit for the year (2) | 964 | 45 | 40 | 154 | 125 | 61 | -7 |
| Profit/(Loss) for the year attributable to non-controlling interests (4) |
106 | 23 | 20 | 77 | 63 | 39 | -1 |
| Net cash generated from operating activities(2) | 1,871 | 67 | 52 | 201 | 185 | 49 | -6 |
| Net cash used in investing activities(2) | -568 | -92 | -86 | -102 | -103 | -27 | -725 |
| Net cash generated from/(used in) financing activities(2) | -1,166 | 66 | 10 | -132 | -40 | 15 | 773 |
| Effect of exchange rate movements on cash and cash equivalents (2) |
- | -10 | 11 | -12 | 23 | - | - |
| Increase/(Decrease) in cash and cash equivalents (2) |
137 | 31 | -13 | -45 | 65 | 37 | 42 |
| Dividends paid to non-controlling shareholders | 54 | - | - | - | - | 19 | - |
| €M | AUTOSTRADE PER L'ITALIA AND DIRECT SUBSIDIARIES (3) |
AB CONCESSOES AND DIRECT SUBSIDIARIES |
GRUPO COSTANERA AND DIRECT AND INDIRECT SUBSIDIARIES |
AZZURRA AEROPORTI AND DIRECT SUBSIDIARIES |
|||
|---|---|---|---|---|---|---|---|
| 2017 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| Non-current assets (2) | 18,653 | 2,160 | 2,412 | 3,121 | 3,224 | 4,120 | 4,129 |
| Current assets (2) | 4,269 | 170 | 162 | 542 | 663 | 127 | 78 |
| Non-current liabilities (2) | 15,320 | 1,239 | 1,199 | 1,694 | 1,805 | 1,457 | 1,466 |
| Current liabilities (2) | 4,806 | 275 | 470 | 177 | 173 | 105 | 104 |
| Net assets (2) | 2,797 | 816 | 905 | 1,792 | 1,909 | 2,685 | 2,637 |
| Net assets attributable to | |||||||
| non-controlling interests (2) | 642 | 408 | 454 | 910 | 969 | 930 | 781 |
Notes
(1) This item includes toll revenue, aviation revenue, revenue from construction services, contract revenue and other operating income.
(2) The amounts shown contribute to the Atlantia Group's consolidated amounts and, therefore, include the impact of any consolidation adjustments.
(3) Data for the comparative period is not shown, as Autostrade per l'Italia was wholly owned by the Atlantia Group.
Romulus Finance Srl has been deconsolidated, having been struck off the Companies' Register on 17 October 2017, following completion of its liquidation.
Unconsolidated subsidiaries include Gemina Fiduciary Services ("GFS"), in which Atlantia holds a 99.99% interest. This company is registered in Luxembourg and its sole purpose is to represent the interests of the holders of notes with a value of 40 million US dollars issued, in June 1997, by Banco Credito Provincial (Argentina), which subsequently became insolvent.
The Group has certain personal guarantees in issue to third parties as at 31 December 2017. These include, listed by importance:
As at 31 December 2017, the shares of certain of the Group's overseas operators (Rodovia das Colinas, Concessionaria da Rodovia MG050, Triangulo do Sol, Sociedad Concesionaria Costanera Norte, Sociedad Concesionaria de Los Lagos, Sociedad Concesionaria Autopista Nororiente, Sociedad Concesionaria Litoral Central, Sociedad Concesionaria Vespucio Sur and Stalexport Autostrada Malopolska) have also been pledged to the respective providers of project financing to the same companies, as have shares in Pune Solapur Expressways, Lusoponte Tangenziale Esterna and Bologna & Fiera Parking.
Finally, Azzurra Aeroporti's shareholding in ACA has also been pledged as collateral to the providers of the company's new project financing.
As at 31 December 2017, Group companies have recognised contract reserves, quantified by contractors in relation to:
In implementation of the provisions of art. 2391bis of the Italian Civil Code, the Regulations adopted by the Commissione Nazionale per le Società e la Borsa (the CONSOB) in Resolution 17221 of 12 March 2010, as amended, and Resolution 17389 of 23 June 2010, on 11 November 2010 Atlantia's Board of Directors - with the prior approval of the Independent Directors on the Related Party Transactions Committee – approved the new Procedure for Related Party Transactions entered into directly by the Company and/or through subsidiaries.
The Procedure, which is available for inspection at the Company's website www.atlantia.it, establishes the criteria to be used in identifying related parties, in distinguishing between transactions of greater and lesser significance and in applying the rules governing the above transactions of greater and lesser significance, and in fulfilling the related reporting requirements.
The following table shows material amounts of a trading or financial nature in the income statement and statement of financial position generated by the Atlantia Group's related party transactions, including those with Directors, Statutory Auditors and key management personnel at Atlantia.
| PRINCIPAL TRADING TRANSACTIONS WITH RELATED PARTIES | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | Income | Expenses | |||||||||||
| Trading and other assets | Trading and other liabilities | Trading and other income |
Trading and other expenses | |||||||||||
| €M | Trade receivables |
Current tax assets |
Total | Trade payables |
Other current liabilities |
Other non current liabilities |
Total | Revenue from construction services and other operating income |
Total | Raw and consumable materials |
Service costs Staff costs | Other operating costs |
Total | |
| 31 December 2017 | 2017 | |||||||||||||
| Sintonia | 0 | 6.7 | 6.7 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Edizione | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.2 | 0.1 | 0.3 | |
| Total parents | 0 | 6.7 | 6.7 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.2 | 0.1 | 0.3 |
| Biuro Centrum | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.1 | 0.1 | 0 | 0.7 | 0 | 0 | 0.7 |
| Bologna & Fiera Parking | 1.2 | 0 | 1.2 | 0 | 0 | 0 | 0 | 0.1 | 0.1 | 0 | 0 | 0 | 0 | 0 |
| Aeroporto Guglielmo Marconi di Bologna | 0 | 0 | 0 | 0.1 | 0 | 0 | 0.1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total associates | 1.2 | 0 | 1.2 | 0.1 | 0 | 0 | 0.1 | 0.2 | 0.2 | 0 | 0.7 | 0 | 0 | 0.7 |
| Pune Solapur Expressways Private | 0.1 | 0 | 0.1 | 0 | 0 | 0 | 0 | 0.3 | 0.3 | 0 | 0 | 0 | 0 | 0 |
| Total joint ventures | 0.1 | 0 | 0.1 | 0 | 0 | 0 | 0 | 0.3 | 0.3 | 0 | 0 | 0 | 0 | 0 |
| Autogrill | 32.9 | 0 | 32.9 | 1.7 | 0 | 0 | 1.7 | 86.4 | 86.4 | 2.1 | 0.8 | 0 | 0.4 | 3.3 |
| Benetton Group | 0.1 | 0 | 0.1 | 0 | 0 | 0 | 0.6 | 0.6 | 0 | 0 | 0 | 0 | 0 | |
| Total affiliates | 33 | 0 | 33 | 1.7 | 0 | 0 | 1.7 | 87 | 87 | 2.1 | 0.8 | 0 | 0.4 | 3.3 |
| Pavimental Est | -0.1 | 0 | -0.1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total other companies | -0.1 | 0 | -0.1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| ASTRI pension fund | 0 | 0 | 0 | 0 | 6.5 | 0 | 6.5 | 0 | 0 | 0 | 0 | 16.4 | 0 | 16.4 |
| CAPIDI pension fund | 0 | 0 | 0 | 0 | 2.5 | 0 | 2.5 | 0 | 0 | 0 | 0 | 6.2 | 0 | 6.2 |
| Total pension funds | 0 | 0 | 0 | 0 | 9 | 0 | 9 | 0 | 0 | 0 | 0 | 22.6 | 0 | 22.6 |
| Key management personnel | 0 | 0 | 0 | 0 | 6.6 | 6.5 | 13.1 | 0 | 0 | 0 | 0 | 17.7 | 0 | 17.7 |
| Total key management personnel (1) | 0 | 0 | 0 | 0 | 6.6 | 6.5 | 13.1 | 0 | 0 | 0 | 0 | 17.7 | 0 | 17.7 |
| TOTAL | 34.2 | 6.7 | 40.9 | 1.8 | 15.6 | 6.5 | 23.9 | 87.5 | 87.5 | 2.1 | 1.5 | 40.5 | 0.5 | 44.6 |
| 31 December 2016 | 2016 | |||||||||||||
| Sintonia | 0 | 7.6 | 7.6 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Edizione | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.2 | 0.1 | 0.3 |
| Total parents | 0 | 7.6 | 7.6 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.2 | 0.1 | 0.3 |
| Biuro Centrum | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.1 | 0.1 | 0 | 0.7 | 0 | 0 | 0.7 |
| Bologna and Fiere Parking | 1.1 | 0 | 1.1 | 0 | 0.1 | 0 | 0.1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total associates | 1.1 | 0 | 1.1 | 0 | 0.1 | 0 | 0.1 | 0.1 | 0.1 | 0 | 0.7 | 0 | 0 | 0.7 |
| Pune Solapur Expressways Private | 0.2 | 0 | 0.2 | 0 | 0 | 0 | 0 | 0.3 | 0.3 | 0 | 0 | 0 | 0 | 0 |
| Total joint ventures | 0.2 | 0 | 0.2 | 0 | 0 | 0 | 0 | 0.3 | 0.3 | 0 | 0 | 0 | 0 | 0 |
| Autogrill | 38 | 0 | 38 | 4 | 0 | 0 | 4 | 83 | 83 | 0.1 | 0.9 | 0 | 0 | 1 |
| Total affiliates | 38 | 0 | 38 | 4 | 0 | 0 | 4 | 83 | 83 | 0.1 | 0.9 | 0 | 0 | 1 |
| Pavimental Est Total other companies |
0.1 0.1 |
0 0 |
0.1 0.1 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
| ASTRI pension fund | 0 | 0 | 0 | 0 | 5.4 | 0 | 5.4 | 0 | 0 | 0 | 0 | 14.1 | 0 | 14.1 |
| CAPIDI pension fund | 0 | 0 | 0 | 0 | 3.6 | 0 | 3.6 | 0 | 0 | 0 | 0 | 5.9 | 0 | 5.9 |
| Total pension funds | 0 | 0 | 0 | 0 | 9 | 0 | 9 | 0 | 0 | 0 | 0 | 20 | 0 | 20 |
| Key management personnel | 0 | 0 | 0 | 0 | 9.8 | 3.3 | 13.1 | 0 | 0 | 0 | 0 | 17.4 | 0 | 17.4 |
| Total key management personnel (1) | 0 | 0 | 0 | 0 | 9.8 | 3.3 | 13.1 | 0 | 0 | 0 | 0 | 17.4 | 0 | 17.4 |
| TOTAL | 39.4 | 7.6 | 47 | 4 | 18.9 | 3.3 | 26.2 | 83.4 | 83.4 | 0.1 | 1.6 | 37.6 | 0.1 | 39.4 |
(1) Atlantia's "key management personnel" means the Company's Directors, Statutory Auditors and other key management personnel as a whole. Expenses for each period include emoluments, salaries, benefits in kind, bonuses and other incentives (including the fair value of share-based incentive plans) for Atlantia staff and staff of the relevant subsidiaries. In addition to the information shown in the table, the consolidated financial statements include contributions of €4.9 million paid on behalf of Directors, Statutory Auditors and other key management personnel and the related liabilities of €3.7 million as at 31 December 2017.
| PRINCIPAL FINANCIAL TRANSACTIONS WITH RELATED PARTIES | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | Income | Expenses | |||||||
| Financial assets | Financial liabilities | Financial income | Financial expenses | |||||||
| €M | Other non current financial assets |
Current financial assets deriving from government grants |
Other current financial assets |
Total | Other current financial liabilities |
Total | Other financial income |
Total | Other financial expenses |
Total |
| 31 December 2017 | 2017 | |||||||||
| Pedemontana Veneta (in liquidation) | 0 | 0 | 0.2 | 0.2 | 0 | 0 | 0 | 0 | 0 | 0 |
| Save | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Società Infrastrutture Toscane (in liquidation) | 0 | 0 | 0 | 0 | 3.5 | 3.5 | 0 | 0 | 0 | 0 |
| Aeroporto Guglielmo Marconi di Bologna | 0 | 0 | 0 | 0 | 0 | 0 | 0.1 | 0.1 | 0 | 0 |
| Total associates | 0 | 0 | 0.2 | 0.2 | 3.5 | 3.5 | 0.1 | 0.1 | 0 | 0 |
| Rodovias do Tietê | 23.6 | 0 | 0 | 23.6 | 0 | 0 | 3.5 | 3.5 | 0 | 0 |
| Total joint ventures | 23.6 | 0 | 0 | 23.6 | 0 | 0 | 3.5 | 3.5 | 0 | 0 |
| Autogrill | 0 | 0.5 | 0 | 0.5 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total affiliates | 0 | 0.5 | 0 | 0.5 | 0 | 0 | 0 | 0 | 0 | 0 |
| Gemina Fiduciary Services | 0 | 0 | 0.1 | 0.1 | 0 | 0 | 0 | 0 | 0 | 0 |
| Pavimental Est | 0 | 0 | 0.4 | 0.4 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total other companies | 0 | 0 | 0.5 | 0.5 | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL | 23.6 | 0.5 | 0.7 | 24.8 | 3.5 | 3.5 | 3.6 | 3.6 | 0 | 0 |
| 31 December 2016 | 2016 | |||||||||
| Pedemontana Veneta (in liquidation) | 0 | 0 | 0.1 | 0.1 | 0 | 0 | 0 | 0 | 0 | 0 |
| Aeroporto Guglielmo Marconi di Bologna | ||||||||||
| Total associates | 0 | 0 | 0.1 | 0.1 | 0 | 0 | 0 | 0 | 0 | 0 |
| Rodovias do Tietê | 23.6 | 0 | 0 | 23.6 | 0 | 0 | 3.5 | 3.5 | 0 | 0 |
| Total joint ventures | 23.6 | 0 | 0 | 23.6 | 0 | 0 | 3.5 | 3.5 | 0 | 0 |
| Autogrill | 0 | 0.5 | 0 | 0.5 | 0 | 0 | 0.5 | 0.5 | 0 | 0 |
| Total affiliates | 0 | 0.5 | 0 | 0.5 | 0 | 0 | 0.5 | 0.5 | 0 | 0 |
| Gemina Fiduciary Services | 0 | 0 | 0.1 | 0.1 | 0 | 0 | 0 | 0 | 0.1 | 0.1 |
| Pavimental Est | 0 | 0 | 0.5 | 0.5 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total other companies | 0 | 0 | 0.6 | 0.6 | 0 | 0 | 0 | 0 | 0.1 | 0.1 |
| TOTAL | 23.6 | 0.5 | 0.7 | 24.8 | 0 | 0 | 4 | 4 | 0.1 | 0.1 |
Related party transactions do not include transactions of an atypical or unusual nature, and are conducted on an arm's length basis.
The principal transactions entered into by the Group with related parties are described below.
As at 31 December 2017, the Group is owed €6.7 million by the parent, Sintonia. This amount regards tax rebates claimed by Schemaventotto in prior years in respect of income taxes paid during the period in which this company headed the Group's tax consolidation arrangement.
During 2017, the Atlantia Group did not engage in material trading or financial transactions with its direct or indirect parents.
For the purposes of the above CONSOB Resolution, which applies the requirements of IAS 24, the Autogrill group ("Autogrill"), which is under the common control of Edizione Srl, is treated as a related party. With regard to relations between the Atlantia Group's motorway operators and the Autogrill group, it should be noted that, as at 31 December 2017, Autogrill operates 102 food service concessions at service areas along the Group's motorway network and 13 food service concessions at the airports managed by the Group.
During 2017, the Atlantia Group earned revenue of approximately €86.4 million on transactions with Autogrill, including €75 million in royalties deriving from the management of service areas and airport sub-concessions. Recurring income is generated by contracts entered into over various years, of which a large part was awarded as a result of transparent and non-discriminatory competitive tenders. As at 31 December 2017, trading assets due from Autogrill amount to €32.9 million.
In order to incentivise and foster the loyalty of directors and/or employees holding key positions and responsibilities within Atlantia or in Group companies, and to promote and disseminate a value creation culture in all strategic and operational decision-making processes, driving the Group's growth and boosting management efficiency, a number of share incentive plans based on Atlantia's shares have been introduced in previous years. The plans entail payment in the form of shares or cash and are linked to the achievement of predetermined corporate objectives.
There were no changes, during 2017 in the share-based incentive plans already adopted by the Group as at 31 December 2016 and originally approved by the Annual General Meetings of shareholders held on 20 April 2011 (later amended by subsequent Annual General Meetings) and 16 April 2014.
In addition, two new plans were approved in 2017. These are the "2017 Phantom Share Option Plan" and the "2017 Phantom Share Grant Plan" and are described below.
Finally, on 2 August 2017, the General Meeting of Atlantia's shareholders, held in extraordinary session in order to approve the capital increase and amendments to the articles of association to service the Offer for Abertis, also approved adoption of a supplementary phantom share option plan for a limited number of core people involved in the process of building and creating value at the new Group that will be formed through the Company's integration with Abertis, should the tender offer be successful. Under this supplementary plan (which entails the award of phantom share options free of charge, being options that give beneficiaries the right to payment of a gross amount in cash, computed on the basis of the increase in the value of Atlantia's ordinary shares over a determinate period), no awards were therefore made in 2017.
The following table shows the main aspects of existing incentive plans as at 31 December 2017, including the options and units awarded to directors and employees of the Group at that date, and changes during 2017 (in terms of new awards and the exercise, conversion or lapse of rights). The table also shows the fair value (at the grant date) of each option or unit awarded, as determined by a specially appointed expert, using the Monte Carlo model and other assumptions. The amounts have been adjusted for the amendments to the plans originally approved, which were required to ensure plan benefits remained substantially unchanged despite the dilution caused by the bonus issues approved by the shareholders on 20 April 2011 and 24 April 2012.
and for the year ended 31 December 2017
| Number of options/units awarded |
Vesting date | Exercise/grant date |
Exercise price (€) |
Fair value of each option or unit at grant date |
Expected expiration at grant date (years) |
Risk free interest rate used |
Expected volatility (based on historic mean) |
Expected dividends at grant date |
||
|---|---|---|---|---|---|---|---|---|---|---|
| 2011 SHARE OPTION PLAN | (€) | |||||||||
| Options outstanding as at 1 January 2017 | ||||||||||
| - 13 May 2011 grant - 14 October 2011 grant |
279,860 13,991 |
13 May 2014 13 May 2014 |
14 May 2017 14 May 2017 |
14.78 14.78 |
3.48 (*) |
6.0 (*) |
2.60% (*) |
25.2% (*) |
4.09% (*) |
|
| - 14 June 2012 grant | 14,692 | 13 May 2014 | 14 May 2017 | 14.78 | (*) | (*) | (*) | (*) | (*) | |
| 345,887 | 14 June 2015 | 14 June 2018 | 9.66 | 2.21 | 6.0 | 1.39% | 28.0% | 5.05% | ||
| - 8 November 2013 grant - 13 May 2014 grant |
1,592,367 173,762 |
8 Nov 2016 N/A (**) |
9 Nov 2019 14 May 2017 |
16.02 N/A |
2.65 (**) |
6.0 (**) |
0.86% (**) |
29.5% (**) |
5.62% (**) |
|
| - 15 June 2015 grant | 52,359 | N/A (**) | 14 June 2018 | N/A | (**) | (**) | (**) | (**) | (**) | |
| - 8 November 2016 grant | 526,965 | N/A (**) | 9 Nov 2019 | N/A | (**) | (**) | (**) | (**) | (**) | |
| - options exercised - options lapsed |
-981,459 -279,110 |
|||||||||
| Total | 1,739,314 | |||||||||
| Changes in options in 2017 - options exercised |
-1,461,216 | |||||||||
| - options lapsed | -50,722 | |||||||||
| Options outstanding as at 31 December 2017 | 227,376 | |||||||||
| 2011 SHARE GRANT PLAN | ||||||||||
| Units outstanding as at 1 January 2017 - 13 May 2011 grant |
192,376 | 13 May 2014 | 14 May 2016 | N/A | 12.9 | 4.0 - 5.0 | 2.45% | 26.3% | 4.09% | |
| - 14 October 2011 grant | 9,618 | 13 May 2014 | 14 May 2016 | N/A | (*) | (*) | (*) | (*) | (*) | |
| - 14 June 2012 grant | 10,106 | 13 May 2014 | 14 May 2016 | N/A | (*) | (*) | (*) | (*) | (*) | |
| - 8 November 2013 grant | 348,394 209,420 |
14 June 2015 8 Nov 2016 |
15 June 2017 9 Nov 2018 |
N/A N/A |
7.12 11.87 |
4.0 - 5.0 4.0 - 5.0 |
1.12% 0.69% |
29.9% 28.5% |
5.05% 5.62% |
|
| - units converted into shares on 15 May 2015 | -97,439 | |||||||||
| - units converted into shares on 16 May 2016 | -103,197 | |||||||||
| - units converted into shares on 16 June 2016 | -98,582 | |||||||||
| - units lapsed | Total | -64,120 406,576 |
||||||||
| Changes in units in 2017 | ||||||||||
| - units converted into shares on 15 June 2017 - units converted into shares on 13 November 2017 |
-136,572 -77,159 |
|||||||||
| - units lapsed | -95,509 | |||||||||
| Units outstanding as at 31 December 2017 | 97,336 | |||||||||
| MBO SHARE GRANT PLAN | ||||||||||
| Units outstanding as at 1 January 2017 | ||||||||||
| - 14 May 2012 grant - 14 June 2012 grant |
96,282 4,814 |
14 May 2015 14 May 2015 |
14 May 2015 14 May 2015 |
N/A N/A |
13.81 (*) |
3.0 (*) |
0.53% (*) |
27.2% (*) |
4.55% (*) |
|
| - 2 May 2013 grant | 41,077 | 2 May 2016 | 2 May 2016 | N/A | 17.49 | 3.0 | 0.18% | 27.8% | 5.38% | |
| - 8 May 2013 grant | 49,446 | 8 May 2016 | 8 May 2016 | N/A | 18.42 | 3.0 | 0.20% | 27.8% | 5.38% | |
| - 12 May 2014 grant - units converted into shares on 15 May 2015 |
61,627 -101,096 |
12 May 2017 | 12 May 2017 | N/A | 25.07 | 3.0 | 0.34% | 28.2% | 5.47% | |
| - units converted into shares on 3 May 2016 | -41,077 | |||||||||
| - units converted into shares on 9 May 2016 | Total | -49,446 61,627 |
||||||||
| Changes in units in 2017 - units converted into shares on 15 May 2017 |
-61,627 | |||||||||
| Units outstanding as at 31 December 2017 | - | |||||||||
| 2014 PHANTOM SHARE OPTION PLAN Options outstanding as at 1 January 2017 |
||||||||||
| - 9 May 2014 grant | 2,718,203 | 9 May 2017 | 9 May 2020 | N/A (***) | 2.88 | 3.0 - 6.0 | 1.10% | 28.9% | 5.47% | |
| - 8 May 2015 grant | 2,971,817 | 8 May 2018 | 8 May 2021 | N/A (***) | 2.59 | 3.0 - 6.0 | 1.01% | 25.8% | 5.32% | |
| - 10 June 2016 grant - assegnazione del 10/06/16 |
3,067,666 3,047,045 |
10 June 2019 | 10 June 2022 | N/A (***) | 1.89 | 3.0 - 6.0 | 0.61% | 25.3% | 4.94% | |
| - assegnazione post 30/06/16 | 20,621 | |||||||||
| - options lapsed | -677,412 | |||||||||
| -48,201 | ||||||||||
| -224,899 | ||||||||||
| -57,343 | ||||||||||
| 0 0 |
||||||||||
| -136,765 | ||||||||||
| -210,204 | ||||||||||
| Total | 8,080,274 | |||||||||
| Changes in options in 2017 | ||||||||||
| - options exercised | -884,316 | |||||||||
| - options lapsed | -134,062 | |||||||||
| Options outstanding as at 31 December 2017 | 7,061,896 | |||||||||
| 2017 PHANTOM SHARE OPTION PLAN | ||||||||||
| Options outstanding as at 1 January 2017 | - | |||||||||
| Changes in options in 2017 - 12 May 2017 grant - options lapsed |
2,111,351 -40,631 |
15 June 2020 | 1 July 2023 | N/A (***) | 2.37 | 3.13 - 6.13 | 1.31% | 25.6% | 4.40% | |
| Options outstanding as at 31 December 2017 | 2,070,720 | |||||||||
| 2017 PHANTOM SHARE GRANT PLAN | ||||||||||
| Options outstanding as at 1 January 2017 | - | |||||||||
| Changes in options in 2017 | ||||||||||
| - 12 May 2017 grant - options lapsed |
196,340 -4,045 |
15 June 2020 | 1 July 2023 | N/A (***) | 23.18 | 3.13 - 6.13 | 1.31% | 25.6% | 4.40% | |
| Options outstanding as at 31 December 2017 | 192,295 | |||||||||
(*) Options and units awarded as a result of Atlantia's bonus issues which, therefore, do not represent the award of new benefits.
(**) These are phantom share options granted in place of certain conditional rights included in the grants of 2011 and 2012, and which, therefore, do not represent the award of new benefits.
(***) Given that these are cash bonus plans, involving payment of a gross amount in cash, the 2014 Phantom Share Option Plan and the 2017 Phantom Share Option Plan do not require an exercise price. However, the Terms and Conditions of the plans indicate an "Exercise price" (equal to the arithmetic mean of Atlantia's share price in a determinate period) as the basis on which to calculate the gross amount to be paid to beneficiaries.
Details of each plan are contained in specific information circulars prepared pursuant to art. 84-bis of CONSOB Regulation 11971/1999, as amended, and in the Remuneration Report prepared pursuant to art. 123 ter of the Consolidated Finance Act. These documents, to which reference should be made, are published in the "Remuneration" section of the Company's website at www.atlantia.it.
As approved by the Annual General Meeting of shareholders on 20 April 2011, and amended by the Annual General Meeting of shareholders on 30 April 2013 and 16 April 2014, the 2011 Share Option Plan entails the award of up to 2,500,000 options free of charge in three annual award cycles (2011, 2012 and 2013). Each option will grant beneficiaries the right to purchase one ordinary Atlantia share held in treasury, with settlement involving either physical delivery or, at the beneficiary's option, a cash payment equivalent to the proceeds from the sale of the shares on the stock exchange organised and managed by Borsa Italiana SpA, after deduction of the full exercise price. The exercise price is equivalent to the average of the official prices of Atlantia's ordinary shares in the month prior to the date on which Atlantia's Board of Directors announces the beneficiary and the number of options to be awarded. The options granted will vest in accordance with the Plan terms and conditions and, in particular, only if, on expiration of the vesting period (three years from the date of award of the options to beneficiaries by the Board of Directors), cumulative FFO for the three annual reporting periods preceding expiration of the vesting period, adjusted for a number of specific items (total operating cash flow of the Group, Atlantia or of certain of its subsidiaries – depending on the role held by the various beneficiaries of the Plan), is higher than a pre-established target, unless otherwise decided by the Board of Directors, which has the authority to assign beneficiaries further targets.
Vested options may be exercised, in part, from the first day following expiration of the vesting period and, in part, from the end of the first year following expiration of the vesting period and, in any event, in the three years following expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to retain a minimum holding). The maximum number of exercisable options will be calculated on the basis of a mathematical algorithm that takes account, among other things, of the current value and the exercise price, plus any dividends paid, so as to cap the realisable gain.
During 2017, with regard to the second and third award cycles (the vesting periods for both of which have expired), a number of beneficiaries exercised vested options and paid the established exercise price; this entailed the allocation to them of Atlantia's ordinary shares held by the Company as treasury shares. This resulted in the transfer of:
Thus, as at 31 December 2017, taking into account lapsed options at that date, the remaining options outstanding total 227,376, including 112,644 phantom options awarded under the second and third cycles (the unit fair values of which, as at 31 December 2017, was measured as €23.28 and €14.22, in place of the unit fair values at the grant date).
As approved by the Annual General Meeting of shareholders on 20 April 2011, and amended by the Annual General Meeting of shareholders on 30 April 2013, the 2011 Share Grant Plan entails the grant of up to 920,000 units free of charge in three annual award cycles (2011, 2012 and 2013). Each unit will 3. Consolidated financial statements as at and for the year ended 31 December 2017
grant beneficiaries the right to receive one Atlantia ordinary share held in treasury, with settlement involving either physical delivery or, at the beneficiary's option, a cash payment equivalent to the proceeds from the sale of the shares on the stock exchange organised and managed by Borsa Italiana SpA.
The units granted will vest in accordance with the Plan terms and conditions and, in particular, only if, on expiration of the vesting period (three years from the date the units are granted to beneficiaries by the Board of Directors), cumulative FFO for the three annual reporting periods preceding expiration of the vesting period, adjusted for a number of specific items (total operating cash flow of the Group, Atlantia or of certain of its subsidiaries – depending on the role held by the various beneficiaries of the Plan) is higher than a pre-established target, unless otherwise decided by the Board of Directors. Vested units may be converted into shares, in part, after one year from the date of expiration of the vesting period and, in part, after two years from the date of expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to maintain a minimum holding). The number of convertible units will be calculated on the basis of a mathematical algorithm that takes account, among other things, of the current value and initial value of the shares so as to cap the realisable gain.
With regard to the second award cycle, the vesting period for which expired on 14 June 2015, on 15 June 2017 further vested units were converted, in accordance with the Plan Terms and Conditions, into Atlantia's ordinary shares. As a result, Plan beneficiaries received 136,572 shares held by the Parent Company as treasury shares. The second award cycle for this Plan has thus also expired.
Moreover, on 13 November 2017, the units awarded during the third award cycle (the vesting period for which expired on 9 November 2017) were converted, in accordance with the Plan Terms and Conditions, into Atlantia's ordinary shares. As a result, Plan beneficiaries received 77,159 shares held by the Parent Company as treasury shares. The remaining options are convertible into Atlantia's ordinary shares from 9 November 2018.
As at 31 December 2017, taking into account lapsed units at that date, the remaining units outstanding total 97,336.
As approved by the Annual General Meetings of shareholders on 20 April 2011 and amended by the Annual General Meetings of 30 April 2013 and 16 April 2014, the MBO Share Grant Plan, serving as part payment of the annual bonus for the achievement of objectives assigned to each beneficiary under the Management by Objectives (MBO) plan adopted by the Atlantia Group in 2011, 2012 and 2013, entails the grant of up to 340,000 units free of charge annually for three years (2012, 2013 and 2014). Each unit will grant beneficiaries the right to receive one ordinary share in Atlantia SpA held in treasury. The units granted (the number of which is based on the unit price of the company's shares at the time of payment of the bonus, and on the size of the bonus effectively awarded on the basis of achievement of the assigned objectives) will vest in accordance with the Plan terms and conditions, on expiration of the vesting period (three years from the date of payment of the annual bonus to beneficiaries, following confirmation that the objectives assigned have been achieved). Vested units will be converted into a maximum number of shares on expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to maintain a minimum holding), on the basis of a mathematical algorithm that takes account, among other things, of the current value and initial value of the shares, plus any dividends paid during the vesting period, so as to cap the realisable gain.
On 10 March 2017, Atlantia's Board of Directors, exercising the authority provided for in the Plan Terms and Conditions, awarded the plan beneficiaries a gross amount in cash in place of the additional units to
be awarded as a result of the payment of dividends during the vesting period. This amount is computed in such a way as to enable beneficiaries to receive a net amount equal to what they would have received in case they had been awarded a number of Atlantia shares equal to the additional units and sold these shares in the market.
In addition, on 12 May 2017, vesting period for the 2013 MBO Plan expired. In accordance with the Terms and Conditions of this plan, all the units awarded thus vested, resulting in their conversion into Atlantia's ordinary shares and the allocation to beneficiaries of 61,627 shares held by the Parent Company as treasury shares.
As at 31 December 2017, all the units awarded under this plan have thus lapsed.
On 16 April 2014, the Annual General Meeting of Atlantia's shareholders approved the new incentive plan named the "2014 Phantom Share Option Plan", subsequently also approved, within the scope of their responsibilities, by the boards of directors of the subsidiaries employing the beneficiaries. The plan entails the award of phantom share options free of charge in three annual award cycles (2014, 2015 and 2016), being options that give beneficiaries the right to payment of a gross amount in cash, computed on the basis of the increase in the value of Atlantia's ordinary shares in the relevant three-year period. In accordance with the Terms and Conditions of the plan, the options granted will only vest if, at the end of the vesting period (equal to three years from the date on which the options were awarded to the beneficiaries by the Board of Directors), a minimum operating/financial performance target for (alternatively) the Group, the Company or for one or more of Autostrade per l'Italia's subsidiaries, as indicated for each Plan beneficiary (the "hurdle"), has been met or exceeded. The vested options may be exercised from, in part, the first day immediately following the vesting period, with the remaining part exercisable from the end of the first year after the end of the vesting period and, in any event, in the three years after the end of the vesting period (without prejudice to the Terms and Conditions of the plan as regards minimum holding requirements for executive directors and key management personnel). The number of exercisable options is to be computed in application of a mathematical algorithm, taking into account, among other things, the current value, the target value and the exercise price, in order to cap the realisable gain.
The vesting period for the first cycle of the Plan expired on 9 May 2017. From this date until 31 December 2017 a total of 884,316 phantom options awarded under the first award cycle were exercised. Thus, as at 31 December 2017, after taking into account lapsed options at that date, the remaining options outstanding amount to 7,061,896. The unit fair values of the options awarded under the first, second and third award cycles were remeasured as at 31 December 2017 as €5.63, €3.37 and €3.05, respectively.
On 21 April 2017, the Annual General Meeting of Atlantia's shareholders approved the new incentive plan named the "2017 Phantom Share Option Plan", subsequently also approved, within the scope of their responsibilities, by the boards of directors of the subsidiaries employing the beneficiaries. The Plan entails the award of phantom share options free of charge in three annual award cycles (2017, 2018 and 2019), to be awarded to directors and employees with key roles within the Group. The options grant beneficiaries the right to payment of a gross amount in cash, computed on the basis of the increase in the value of Atlantia's ordinary shares in the relevant period.
In accordance with the Terms and Conditions of the Plan, the options granted will only vest if, at the end of the vesting period (15 June 2020 for options awarded in 2017, 15 June 2021 for options awarded in
2018 and 15 June 2022 for options awarded in 2019), one or more minimum operating/financial performance targets for (alternatively) the Group, the Company or one or more of Atlantia's subsidiaries, as indicated for each Plan beneficiary (the "hurdle"), have been met or exceeded. A portion of the vested options may be exercised from the 1 July immediately following the end of the vesting period, with the remaining options exercisable from the end of the first year after the end of the vesting period and, in any event, in the three years from 1 July of the year in which the vesting period ends (without prejudice to the Terms and Conditions of the Plan as regards minimum holding requirements for executive directors and key management personnel). The maximum number of exercisable options is to be computed in application of a mathematical algorithm, taking into account, among other things, the current value, the target value and the exercise price, in order to cap the realisable gain.
On 12 May 2017, Atlantia's Board of Directors selected the beneficiaries for the first cycle of the Plan in question. This resulted in the award of a total of 2,111,351 phantom options with a vesting period from 12 May 2017 to 15 June 2020 and an exercise period from 1 July 2020 to 30 June 2023. As at 31 December 2017, after taking into account lapsed options at that date, the remaining options outstanding amount to 2,070,720. The unit fair value of the options at that date was remeasured as €2.9, in place of the unit fair value at the grant date.
On 21 April 2017, the Annual General Meeting of Atlantia's shareholders approved the new incentive plan named the "2017 Phantom Share Grant Plan", subsequently also approved, within the scope of their responsibilities, by the boards of directors of the subsidiaries employing the beneficiaries. The Plan entails the award of phantom shares free of charge in three annual award cycles (2017, 2018 and 2019), to be awarded to directors and employees with key roles within the Group. The units grant beneficiaries the right to payment of a gross amount in cash, computed on the basis of the value of Atlantia's ordinary shares in the period prior to the period in which the units are awarded.
In accordance with the Terms and Conditions of the Plan, the units granted will only vest if, at the end of the vesting period (15 June 2020 for units granted in 2017, 15 June 2021 for units granted in 2018 and 15 June 2022 for units granted in 2019), one or more minimum operating/financial performance targets for (alternatively) the Group, the Company or one or more of Atlantia's subsidiaries, as indicated for each Plan beneficiary (the "hurdle"), have been met or exceeded. A portion of the vested units will be convertible from the 1 July immediately following the end of the vesting period, with the remaining options exercisable from the end of the first year of the exercise period and, in any event, in the three years from 1 July of the year in which the vesting period ends (without prejudice to the Terms and Conditions of the Plan as regards minimum holding requirements for executive directors and key management personnel). The number of exercisable options is to be computed in application of a mathematical algorithm, taking into account, among other things, the current value and initial value of the shares, in order to cap the realisable gain.
On 12 May 2017, Atlantia's Board of Directors selected the beneficiaries for the first cycle of the Plan in question. This resulted in the award of a total of 196,340 units, vesting in the period from 12 May 2017 to 15 June 2020 and exercisable in the period from 1 July 2020 to 30 June 2023.
As at 31 December 2017, after taking into account lapsed units at that date, the remaining units outstanding amount to 192,295. The unit fair value of the options at that date was remeasured as €26.44, in place of the unit fair value at the grant date.
The official prices of Atlantia's ordinary shares in the various periods covered by the above plans are shown below:
In accordance with the requirements of IFRS 2, as a result of existing plans, in 2017 the Group has recognised staff costs of €23,586 thousand, based on the accrued fair value of the options and units awarded at that date, including €3,342 thousand accounted for as an increase in equity reserves. In contrast, the liabilities represented by phantom share options outstanding as at 31 December 2017 have been recognised in other current and non-current liabilities, based on the assumed exercise date.
This section describes the main disputes outstanding and key regulatory aspects of importance to the Group's operators.
Current disputes are unlikely to give rise to significant charges for Group companies in excess of the provisions already accounted for in the consolidated financial statements as at and for the year ended 31 December 2017.
The Minister of Infrastructure and Transport and Minister of the Economy and Finance issued the related decrees on 30 December 2016, determining that:
In the case of Traforo del Monte Bianco, which operates under a different regulatory regime, on 2 December 2016, the Intergovernmental Committee for the Mont Blanc Tunnel gave the go-ahead for a toll increase of 0.06%, representing the average of the inflation rates registered in Italy (-0.07%) and France (+0.2%).
The Minister of Infrastructure and Transport and Minister of the Economy and Finance issued decrees on 29 December 2017, determining the toll increases to come into effect from 1 January 2018. Specifically:
In the case of Traforo del Monte Bianco which, as noted above, operates under a different regulatory regime, on 24 November 2017, the Intergovernmental Committee for the Mont Blanc Tunnel gave the go-ahead for a toll increase of 1.09%. This is based on the average of the inflation rates registered in Italy and France from 1 September 2016 to 31 August 2017, in addition to an extra 0.95% increase determined by the Committee. From 1 April 2018, tolls for all Euro 3 category heavy vehicles of over 3.5 tonnes, will be increased by 5%.
A II Addendum to Autostrade per l'Italia's Single Concession Arrangement was signed on 10 July 2017, replacing the previous addendum signed on 10 December 2015, for which the related approval process had not been completed. The Addendum governs the inclusion of the Casalecchio Interchange – Northern section among the operator's investment commitments in the Single Concession Arrangement. The project will involve expenditure of up to approximately €158 million, including around €2 million already incurred for design work, and almost €156 million to be paid to ANAS, which will carry out the work and then operate the infrastructure. This amount will be paid to ANAS on a stage of completion basis and under a specific agreement to be executed. The amount will then be recouped by Autostrade per l'Italia through the specific "K" tariff component.
During the approval process, the Grantor requested that the document be signed digitally. The Addendum was then signed on 22 February 2018 and will be effective once it has been approved by the Ministry of Infrastructure and Transport and the Ministry of the Economy and Finance, and once the related decree has been registered by Italy's Court of Auditors.
On 8 September 2017, the Addendum to Tangenziale di Napoli's Single Concession Arrangement was signed. The Addendum sets out the results of the five-yearly review (2014 – 2018) of the financial plan annexed to the Arrangement.
During the approval process, the Grantor requested that the document be signed digitally. The Addendum was then signed on 22 February 2018 and will be effective once it has been approved by the Ministry of Infrastructure and Transport and the Ministry of the Economy and Finance, and once the related decree has been registered by Italy's Court of Auditors.
On 15 April 2016, Autostrade per l'Italia, the Ministry of Infrastructure and Transport, Emilia-Romagna Regional Authority, the Bologna Metropolitan Authority and the Municipality of Bologna signed an agreement for the upgrade of the existing motorway system/ring road interchange serving the city of Bologna. On 16 December 2016, the signatories to the agreement signed a final memorandum following a public meeting. The memorandum confirms that Autostrade per l'Italia has modified the design for the project in full compliance with the principles set out in the agreement, and that it will carry out the work needed to complete the road network connecting the urban and metropolitan area to the new motorway infrastructure.
The environmental assessment is expected to come to a conclusion in early 2018 and, following receipt of all the necessary consents, the tender process will begin.
In response to observations from the European Commission regarding, among other things, extension of the concession to 2046 and following discussions with the Grantor, since 2014 Autostrada Tirrenica has prepared and submitted to the Grantor a number of drafts of a new addendum to its existing Single Concession Arrangement, providing for: a reduction in the concession term (initially to expire in 2043, then in 2040 and, finally, in 2038), the obligation to put all the works out to tender and the conditions for completion of the road.
On 17 May 2017, the European Commission announced that the Commission had referred Italy to the European Court of Justice for violation of EU law regarding extension of the concession arrangement without conducting a tender process. On 5 October 2017, the Ministry of Infrastructure and Transport notified Autostrada Tirrenica that it had lodged an appeal.
In 2017, the Ministry of Infrastructure and Transport carried out a project review for the road running down the Thyrrenian coast (the "Thyrrenian corridor"), which envisages construction of the Tarquinia– Ansedonia section of motorway by Autostrada Tirrenica and the widening to four lanes of the existing dual carriageway (the SS 1) from Ansedonia to Orbetello Scalo by the same company. The date for expiry of the concession term was to be 31 December 2038. Work on the remaining section, from Orbetello Scalo to San Pietro in Palazzi, would be the sole responsibility of ANAS.
The Interministerial Economic Planning Committee, at the session held on 22 December 2017, received the "report on the process of modifying the proposed project for completion of Thyrrenian corridor". Discussions are ongoing with the Grantor to assess the administrative and financial feasibility of the new solution.
In 2012, the Ministry of Infrastructure and Transport issued a call for tenders for the new concession for the A3 Naples – Pompei – Salerno motorway. Following the challenges brought by Autostrade Meridionali and Consorzio Stable SIS before Campania Regional Administrative Court, contesting the Ministry's decision, dated 22 March 2016, to disqualify both bidders from the tender process, on 19 December 2016, Campania Regional Administrative Court announced that it did not have jurisdiction for either action, referring the challenges to Lazio Regional Administrative Court.
On 29 and 30 December 2016, respectively, Consorzio Stable SIS and Autostrade Meridionali returned to court and, on 31 January 2017, Lazio Regional Administrative Court published its view that the Campania Regional Administrative Court had jurisdiction, referring the matter to the Council of State in order to decide on the question. Following the hearing before the Council of State, held on 27 June 2017, the Council issued an order dated 17 November 2017, finally assigning jurisdiction to Campania Regional Administrative Court. Following the return of the case to Campania Regional Administrative Court, the Court scheduled a hearing on the merits of both challenges brought by Autostrade Meridionali and SIS for 23 May 2018.
On 12 June 2017, the Grantor announced that it had determined the extent of the contractual discounts to be applied in relation to 12 noise mitigation schemes contracted out by Autostrade per l'Italia to its associate, Pavimental, in 2012.
Believing the determination to be an error of law, backed up by an authoritative external legal opinion, on 11 September 2017, Autostrade per l'Italia lodged a legal challenge before the Regional Administrative Court.
In the second half of 2017, Autostrade per l'Italia initiated an administrative dispute, contesting certain measures adopted by the Ministry of Infrastructure and Transport in relation to Phase 2 of the Tunnel Safety Plan, a project included in Autostrade per l'Italia's investment commitments and the cost of which is to be recouped through the "X" tariff component for investment. In particular, Autostrade per l'Italia is contesting the fact that under the measures, Autostrade per l'Italia will be liable for any additional costs incurred in carrying out the works provided for in Phase 2 of the Tunnel Safety Plan, over and above the amount referred to in the operator's financial plan, should such additional costs not be recognised during the subsequent five-yearly review of the financial plan.
The 2018 Budget Law – Law 205 of 27 December 2017 - has amended art. 177 of the Public Contracts Code. The new article requires motorway operators holding a concession not awarded in the form of project financing, or by public tender in accordance with EU law, to award 60% of any contracts for works, services or goods by public tender, instead of the 80% generally applied.
ANAC (the Autorità Nazionale Anti Corruzione, Italy's National Anti-Corruption Authority) is in the process of issuing interpretation guidelines for art. 177.
In the second half of 2017, the Grantor has approved eleven expert appraisals of contract variations, removing numerous items provided for in the expenditure forecasts submitted. Believing such appraisals to be unlawful, Autostrade per l'Italia has, therefore, filed legal challenges with the Regional Administrative Court, requesting the cancellation of all or part of the above decisions.
The Ministerial Decree of 7 August 2017 was published Official Gazette no. 250 on 26 October 2017. This legislation quantifies the charges to be paid by motorway operators for "the activities involved in overseeing projects, classification of the network and the inspection of existing roads" carried out by the Ministry of Infrastructure and Transport as the Competent Body in accordance with Legislative Decree 35/2011 (the infrastructure safety decree).
At this time, the provisions of Legislative Decree 35/2011 require the issue of further legislation, given the Ministry's failure to issue implementing decrees. Despite this, the provisions, in event, represent legal
standards to be taken duly into account in the day-to-day operations of motorway operators, during both the design of new works and the management of existing infrastructure.
Publication of the decree calculating the charges and establishing the method and terms of payment by operators for the Ministry's activities as the Competent Body, such as the oversight of projects, classification of the network and inspections, is an issue of some importance given that the activities have yet to take place.
For this reason, whilst having proceeded to pay the amounts due for 2017 and 2018 – expressly reserving the right to request restitution -, Autostrade per l'Italia, in common with almost all other motorway operators, lodged an extraordinary appeal with the Head of State on 22 February 2018, challenging the above legislation. This is to avoid the risk that apparent acquiescence to the decree could lead the Ministry's inspections to be classified as an activity carried out as a Competent Body with responsibility for infrastructure safety.
In July 2017, the Ministry of Infrastructure and Transport reached an agreement with the European Commission. The agreement sets out the key conditions to be met in order to grant Autostrade per l'Italia a 4-year extension to its concession in return for pre-determined toll increases and recognition of a takeover right on expiry.
Press reports dated 28 February 2018 indicate that, following positive developments in is talks with the Ministry of Infrastructure and Transport, the European Commission is about to make a decision on the matter.
Once the Commission has made its decision, Autostrade per l'Italia will assess the details in order to decide on how to respond.
Development decree of 7 August 2015 and competitive tenders for oil and food services at service areas A number of legal challenges have been brought before Lazio Regional Administrative Court by a number of oil and food service providers, and by individual operators, with the aim of contesting a decree issued by the Ministry of Infrastructure and Transport and the Ministry for Economic Development on 7 August 2015. This approved the Restructuring Plan for motorway services areas and the competitive tender procedure for the award of concessions at service areas. Two of the challenges remain pending:
declared the appellant's challenge inadmissible, is awaiting a date to be set for the hearing on the merits. To complete the picture, hearings on the merits for a further five challenges brought by operators at individual service areas, with the aim of cancelling the above decree issued by Ministry of Infrastructure and Transport and the Ministry for Economic Development, and for another challenge brought by a trade association representing operators have yet to be scheduled. Such hearings have not been requested by the plaintiffs.
With regard to the accident that occurred on 28 July 2013, following completion of the preliminary investigation, the Public Prosecutor's Office in Avellino notified all the employees of Autostrade per l'Italia SpA under investigation (twelve people in total, including executives, former managers and employees) of the Public Prosecutor's intention to charge the employees with being accessories to culpable multiple manslaughter and criminal negligence.
This was followed by a request from the Public Prosecutor's Office in Avellino to commit all the above accused for trial to answer the above charges.
At the initial hearing, held on 22 October 2015, the court admitted the entry of appearance of the civil parties and authorised, at the request of certain of these parties, the citation of Autostrade per l'Italia and Reale Mutua Assicurazioni as liable in civil law.
At the next hearing on 17 December 2015, Autostrade per l'Italia SpA and Reale Mutua appeared before the court and the Public Prosecutors concluded their briefs requesting the indictment of all the defendants.
At the subsequent hearing on 14 January 2016, the attorneys for the defence and for the civil parties presented their cases. This was followed, on 22 February and 14 March 2016, by hearings at which attorneys for the defence were heard.
Having heard the arguments of the Public Prosecutors and the other parties, on 9 May 2016 the judge committed all the accused for trial before a single judge at the Court of Avellino.
At the hearing of 9 November 2016, the court ruled on the admissibility of inclusion of the independent experts' report previously prepared by the Public Prosecutor's Office and the Public Prosecutor's examination of the witnesses began.
At subsequent hearings on 25 November 2016, 7 and 16 December 2016, 13 January 2017 and 3, 17 and 22 February 2017, the examination and cross examination of the witnesses for the prosecution continued. At the hearing held on 10 March 2017, the experts appointed by the Public Prosecutor's Office testified. At the next hearings, held on 31 March 2017 and 21 April 2017, examination of the witnesses for the prosecution came to an end and examination of the witnesses for the defence began. This continued during the hearings of 10 and 26 May 2017, 7 and 28 June 2017, 5 July 2017, 15 and 27 September 2017, and 6 and 18 October 2017.
This preliminary process will continue during further hearings scheduled for 15 and 22 November 2017. The testimonies of the experts appointed by the defendants employed by Autostrade per l'Italia were then heard on 6 and 20 December 2017, whilst their cross examination by the public prosecutors began during the hearings held on 24 and 31 January 2018. This process will conclude during the hearing to be held on 28 March 2018.
Examination of the witnesses for the defence continued at the hearings scheduled for 2 and 16 March 2018.
Finally, hearings have been scheduled for 6, 13 and 30 April 2018 in order to conclude examination of the defendants or for them to make statements to the court.
To date, almost all of the civil parties whose entry of appearance in the criminal trial has been admitted have received compensation and have, therefore, withdrawn their actions following payment of their claims by Autostrade per l'Italia's insurance provider under the existing general liability policy. In addition to the criminal proceedings, a number of civil actions have been brought by persons not party to the criminal trial. These actions have been combined by the Civil Court of Avellino. Following the combination of the various proceedings, judgement is thus pending before the Civil Court of Avellino in relation to: (i) the original action brought by Reale Mutua Assicurazioni, the company that insured the coach, in order to make the maximum claim payable available to the damaged parties, including Autostrade per l'Italia (€6 million), (ii) subsequent claims, submitted as counterclaims or on an individual basis, by a number of damaged parties, including claims against Autostrade per l'Italia. Subject to the permission of the court, Autostrade per l'Italia intends to refer claimants to its insurance provider (Swiss Re International), with a view to being indemnified against any claims should it lose the case. At the hearing of 20 October 2016, the court, in accepting the specific requests made by certain parties appearing before the court, appointed an independent expert to assess the psychological trauma caused to the above parties by the loss of close members of their families. During the same hearing, the court appointed further independent experts to reconstruct, among other things, the dynamics of the accident and to assess both its causes and the number of vehicles involved, identifying the victims and preparing a document showing the family relations between these people and the defendants and plaintiffs. Autostrade per l'Italia has appointed its own experts. The experts began their investigation on 15 November 2016. The court subsequently authorised access to a number of mechanical parts from the coach, which is currently under seizure, requesting the intervention of the fire service during the operations scheduled
for 22 February 2017 and 10 March 2017. On 18 May 2017, the court then rejected the independent experts' request to be permitted to carry out further mechanical testing of the coach and adjourned the hearing until 20 July 2017, when the court rejected a request from Autostrade per l'Italia's counsel to put the civil action on hold whilst awaiting the outcome of the criminal trial.
Subsequently, following submission of the experts' draft report on 15 September 2017, the court set a deadline of 30 November 2017 for the experts appointed by the various parties to formulate their observations and adjourned the case until 15 February 2018, when the final report will be examined. In the course of this hearing, the court reserved judgement on the defendants' request for new or additional independent expert appraisals, adjourning the case until 19 April 2018 when further counterarguments will be presented by the company's expert witnesses.
On 27 August 2014, a worker employed by Pavimental SpA – the company contracted by Autostrade per l'Italia to carry out work on a section of carriageway on the A1 – was involved in a fatal accident whilst at work. In response, the Public Prosecutor's Office in Prato has placed a number of Pavimental personnel under criminal investigation for reckless homicide, alleging violation of occupational health and safety regulations.
In December 2014, Autostrade per l'Italia received a request for information about the Company, accompanied by a request to appoint a defence counsel and to elect an address for service, as it was under investigation as a juridical person, pursuant to Legislative Decree 231/2001 (the "Administrative liability of legal entities").
A similar request for information was received by Pavimental. Autostrade per l'Italia has been charged with the offence provided for in art. 25 septies of Legislative Decree 231/2001, as defined in art. 589, paragraph 3 of the penal code ("Culpable homicide resulting from breaches of occupational health and safety regulations"). A similar charge has also been brought against, among others, Autostrade per l'Italia's Project Manager.
A hearing took place on 5 February 2016, following a request from the Public Prosecutor's Office for a pre-trial hearing for the appointment of experts to reconstruct the dynamics of the fatal accident and apportion liability, including that of companies pursuant to Legislative Decree 231/2001.
At the end of the related hearing, during which the companies' Organisational, Management and Control Models were examined, the case against the companies was dismissed. The case then proceeded with the focus solely on the charges against the natural persons involved, with the preliminary hearing held on 8 February 2017, when the civil parties appeared before the court and it was requested that the accused be summoned to appear. Hearings were then held on 26 April 2017, to verify settlement of the damages requested by the parties to the civil action, and on 5 July 2017, to withdraw the actions brought by these parties and for any potential requests for an alternative procedure (an "accelerated trial"). At the next hearing held on 8 November 2017, the parties concluded their depositions and the hearing was adjourned until 15 November 2017, when the court was to pronounce judgement. At the hearing of 15 November 2017, the court committed Autostrade per l'Italia's Project Manager for trial and adjourned the hearing until 15 February 2018, when the parties were to begin giving evidence before the court. Due to the absence of the presiding judge, this hearing was then adjourned until 9 July 2018.
On 23 May 2014, the Public Prosecutor's Office in Florence issued an order requiring Autostrade per l'Italia to hand over certain documentation, following receipt, on 14 May 2014, of a report from Traffic Police investigators in Florence noting the state of disrepair of the New Jersey barriers on the section of motorway between Barberino and Roncobilaccio. The report alleges negligence on the part of unknown persons, as defined by art. 355, paragraph 2.3 of the penal code (breach of public supply contracts concerning "goods or works designed to protect against danger or accidents to the public").
At the same time, the Prosecutor's Office ordered the seizure of the New Jersey barriers located along the right side of the carriageways between Barberino and Roncobilaccio, on ten viaducts, ordering Autostrade per l'Italia to take steps to ensure safety on the relevant sections of motorway. This seizure was executed on 28 May 2014.In June 2014, Autostrade per l'Italia handed over the requested documents to the Police. The documentation concerns the maintenance work carried out over the years on the safety barriers installed on the above section of motorway.
In October 2014, addresses for service were formally nominated for a former General Manager and an executive of Autostrade per l'Italia, both under investigation in relation to the crime defined in art. 355 of the penal code. In addition, at the end of November 2014, experts appointed by the Public Prosecutor's Office, together with experts appointed by Autostrade per l'Italia, carried out a series of sample tests on the barriers installed on the above motorway section to establish their state of repair. Following the experts' tests, the barriers were released from seizure.
According to the appointed defence counsel, the Public Prosecutor's Office in Florence has requested that the charges against Autostrade per l'Italia's personnel be dropped. This request is currently being assessed by the local office of the preliminary investigating magistrate.
With regard to the writ served on Mr. Alessandro Patanè and the companies linked to him by Autostrade per l'Italia and Autostrade Tech, at the hearing at the Civil Court of Rome on 16 November 2016, having noted the withdrawal of Mr. Patanè's defence counsel, the court adjourned the proceedings until 30 March 2017, in order to enable the defendant to appoint a new counsel.
At this later hearing, having acknowledged the appointment of a new counsel to represent Mr. Patanè, the court declared the action for fraud brought by Mr. Patanè, with regard to certain documents filed by Autostrade per l'Italia and Autostrade Tech, to be inadmissible. The judge then adjourned the hearing until 10 January 2018 for admission of the facts.
In the meantime, Mr. Patanè has lodged a further action for fraud similar to the previous one. At the hearing of 10 January 2018, the court acknowledged the action. The judges' decision on the action for fraud and, therefore, on the admissibility of the action is awaited, the parties having been set a deadline pursuant to art. 190 of the code of civil procedure.
On 4 November 2015, the First Civil Section of the Supreme Court handed down judgement no. 22563, rejecting Autostrade per l'Italia's appeal regarding the fact that Craft's patent should be declared null and void and partially annulling the earlier sentence of the Court of Appeal in Rome, referring the case back to this court, to be heard by different judges, following the reinstatement of proceedings by one of the parties. The Court of Appeal was asked to provide logical grounds for finding that Autostrade per l'Italia has not infringed Craft's patent.
On 6 May 2016, Craft notified Autostrade per l'Italia of an application for the reinstatement of proceedings before the Court of Appeal, requesting the court, among other things, to rule that Autostrade per l'Italia has infringed Craft's patent and to order the former to pay Craft compensation for the resulting damage to its moral and economic rights, calculated by the plaintiff to be approximately €3.5 million, with this sum to be reduced or increased by the court depending on the "economic benefits obtained by the defendant". At the first hearing, held on 11 October 2016, the court scheduled a hearing for admission of the facts for 14 March 2017.
At the hearing of 14 March 2017, the parties admitted the facts and the court reserved judgement, fixing a term pursuant to art. 190 of the code of civil procedure for the submission of closing and reply briefs.
A criminal case (initiated in 2007) pending before the Court of Florence involves two of Autostrade per l'Italia's managers and another 18 people from contractors, who are accused of violating environmental laws relating to the reuse of soil and rocks resulting from excavation work during construction of the
Variante di Valico. Between February 2016 and May 2016, all the witnesses and experts called to give evidence by the defence were heard. On conclusion, the court declared the hearing of 19 July 2016 to be the last occasion for the submission of documents. At the hearings held on 5 and 12 December 2016, the defendants wishing to file a deposition were heard. The Public Prosecutor made his closing statement at the hearings held on 6, 13 and 20 February 2017.
The parties began to make their final depositions at the hearing of 27 March 2017 and this process continued at the hearings of 15 and 22 May 2017 and in June 2017.
At the hearings of 17 July 2017 and 21 September 2017, the parties concluded their depositions and the hearing was adjourned until 30 October 2017, when the court was to pronounce judgement.
At the hearing of 30 October 2017, the court acquitted the two managers from Autostrade per l'Italia in accordance with art. 530, paragraph I of the criminal code, based on the fact that there was no case to answer and setting a term of 90 days for the court to file the reasons for its judgement. The deadline for filing the court's reasons for the judgements has been extended until 29 April 2018.
Following the motorway accident of 21 September 2013 at km 450 of the A14, operated by Autostrade per l'Italia, in which several people were killed, the Public Prosecutor's Office in Vasto has launched a criminal investigation, initially against persons unknown. On 23 March 2015, the Chief Executive Officer and, later, further two executives of the Company received notice of completion of the investigation, containing a formal notification of charges. The charges relate to negligent cooperation resulting in reckless manslaughter. The Public Prosecutor, following initiatives taken by the defence counsel, has requested that the case be brought to court.
Due to irregularities in the writs of summons sent to the defendants, the preliminary hearing was adjourned until 1 March 2016. At this hearing, in view of the request for an alternative procedure (an "accelerated trial") from the defence counsel representing the owner of the vehicle, the court adjourned the hearing until 17 May 2016. At the end of the last hearing, the court committed all the defendants for trial on 12 October 2016 before a single judge at the Court of Vasto. This hearing was adjourned until 24 November 2016 in order to for a new judge to be appointed.
At the hearing of 24 November 2016, the parties requested leave to present their evidence to the court. At the hearing held on 23 February 2017, the court began to hear the witnesses for the prosecution, who continued and completed the process of giving evidence at the hearing held on 18 May 2017. At the next hearing held on 23 October 2017, the witnesses for the defence were heard and one of them was questioned.
At the hearing held on 22 February 2018, the expert witnesses appointed by the counsel for Autostrade per l'Italia's defendants were heard. The next hearing has been scheduled for 26 April 2018 to hear public prosecutors' request for the court to appoint experts.
Following the above fatal accident, Autostrade per l'Italia received notice of completion of the investigation from the Public Prosecutor's Office in Savona, containing charges relating to articles 25 septies, paragraphs 2, 6 and 7 of Legislative Decree 231/2001, in respect of the violation of art. 589, paragraph 2 of the criminal code ("reckless homicide, involving violation of occupational health and safety regulations").
The charges relate to the death, on 5 February 2016, of an employee of S. Guglielmo, a sub-contractor working for Pavimental at kilometre 24+400 of the A10 motorway. The person concerned was working as a security guard at the site at which Autostrade per l'Italia had previously contracted noise abatement work along the A10 Genoa-Savona, from kilometre 24+000 to kilometre 38+300.
Autostrade per l'Italia's Project Manager is one of the persons charged with the above violation.
On 28 February 2018, the competent IP Office ordered the filing of R.U.P and ASPI's positions pursuant to Legislative Decree 231/2011.
On 9 March 2017, the collapse of a bridge on the SP10, as it crosses the A14 motorway at km 235+794, caused the deaths of the driver and a passenger in a car and injuries to three workers employed by a subcontractor of Pavimental SpA, to which Autostrade per l'Italia had previously awarded the contract for the widening to three lanes of the Rimini North–Porto Sant'Elpidio section of the A14 Bologna-Bari-Taranto motorway. Autostrade per l'Italia's legal representative was subsequently sent a notice of investigation issued by the Public Prosecutor's Office in Ancona. The investigation regards the alleged offence provided for in articles 25septies, paragraphs 2 and 3, 6 and 7 of Legislative Decree 231/2001 (Art. 25septies "Culpable homicide and negligent injury or grievous bodily harm resulting from breaches of occupational health and safety regulations"; art. 6 "Senior management and the entity's organisational models"; art. 7 "Subordinates and the entity's organisational models") regarding the offences provided for in art. 589, paragraph 2 of the penal code ("Culpable homicide resulting from breaches of occupational health and safety regulations") and art. 590, paragraph 3 of the penal code ("Culpable injury resulting from breaches of occupational accident prevention").
In connection with this event, a number of Autostrade per l'Italia's managers and employees are under investigation pursuant to articles 113, 434, paragraph 2 and 449 of the penal code ("accessory to culpable collapse"), 113 and 589, last paragraph of the penal code ("accessory to culpable multiple manslaughter"), 113 and 590, paragraph 3 of the penal code ("accessory to culpable multiple injury"). The investigations are currently in progress.
From January 2017, Grupo Costanera's motorway operators have applied the following annual toll increases, determined on the basis of their concession arrangements:
From January 2017, the tolls applied by Los Lagos have risen 4.0%, reflecting a combination of the increase linked to inflation in 2016 (up 2.9%) and a further increase in the form of a bonus relating to safety improvements in 2017 (up 3.5%), less the bonus for safety improvements awarded in 2016, equal to 2.4%.
From January 2018, Grupo Costanera's motorway operators have applied the following annual toll increases, determined on the basis of their concession arrangements:
From January 2018, the tolls applied by Los Lagos have risen 3.4%, reflecting a combination of the increase linked to inflation in 2017 (1.9%) and a further increase in the form of a bonus relating to safety improvements in 2018 (5.0%), less the bonus for safety improvements awarded in 2017 (3.5%). In December 2017, Chile's Ministry of Public Works and Ministry of Finance signed a resolution requesting the operator, Los Lagos, to carry out certain construction services and road safety works as a matter of urgent public interest ("Programa de Obras de Seguridad y Serviciabilidad"), which the operator will be compensated for at a pre-set rate via extension of the concession term and/or an eventual cash payment. This will be formalised in a specific addendum to the concession arrangement within 6 months of publication of the resolution in the Official Bulletin. The total value of the programme is approximately 31.6 billion Chilean pesos (equivalent to approximately €43 million).
Triangulo do Sol and Rodovias das Colinas applied the annual adjustment of motorway tolls, increasing tolls by 9.3% from 1 July 2016. This was based on the rate of consumer price inflation (IPCA) in the period between 1 June 2015 and 31 May 2016, as provided for in the respective concession arrangements. This reflects the fact that this figure was lower than the rate of general price inflation in the reference period (11.1%). The difference will be compensated for in accordance with the related concession arrangements.
From 1 July 2017, Triangulo do Sol and Rodovias das Colinas applied their annual toll increase of 1.6% based on the rate of general price inflation in the period between 1 June 2016 and 31 May 2017, as provided for in the respective concession arrangements. This reflects the fact that this figure was lower than the rate of consumer price inflation in the same period (3.6%).
In June 2016, Rodovia MG050, which operates in the State of Minas Gerais, did not proceed to apply the annual inflation-linked toll increase permitted by its concession arrangement. This was because, pending negotiations aimed at ensuring that the concession arrangement is financially viable, the grantor, SETOP, had requested the prior conclusion of the negotiations. Given the extended nature of the talks, Rodovia MG050 notified the grantor of its decision to apply the annual toll increase from 17 January 2017. In response to a formal notice from the grantor, reiterating its request not to proceed with the toll increase, Rodovia MG050 obtained a precautionary injunction on 30 January 2017, authorising it to raise tolls with immediate effect. Rodovia MG050 thus applied the increase from 1 February 2017, raising its tolls by 9.3%, based on the rate of consumer price inflation in the period between 1 May 2015 and 30 April 2016, as provided for in the related concession arrangement. The grantor initially appealed the precautionary injunction. In accordance with the precautionary injunction granted by the court, Rodovia MG050 proposed recourse to arbitration with regard to the merits of the case. The grantor accepted the proposal and withdrew its appeal. The arbitration procedure was put on hold whilst negotiations aimed at ensuring that the concession arrangement is financially viable continued. The talks came to an end with signature of an addendum (TA-07) to the concession arrangement on 11 May 2017 and termination of the arbitration procedure. The addendum has revised the investment programme and adjusted outstanding credit and debit items as at the relevant date, including the loss of income resulting from the delay in applying the toll increase with respect to the contractually established date of 13 June 2016, for which the operator has been compensated.
The tolls applied by the operator, Rodovia MG050, have been raised by 4.1% from 13 June 2017, based on the rate of consumer price inflation in the period between 1 May 2016 and 30 April 2017, as provided for in the concession arrangement.
On 8 August 2017, ADR began a consultation process, involving the users of Fiumicino and Ciampino airports, on the proposed revision of regulated fees for the 2018 annual period (1 March 2018-28 February 2019). The procedure meets existing Italian and EU requirements and is in line with the guidelines in the "Procedure for consultation between airport operators and users for ordinary planning agreements and those in derogation".
The consultation process came to a conclusion on 10 November 2017 and, on 22 December 2017, the Civil Aviation Authority (ENAC) announced the final amounts payable as airport fees for Fiumicino and Ciampino.
The review of fees for the period 1 March 2018- 28 February 2019 envisages that the fees for Fiumicino and Ciampino will fall by an average of 0.7% and 4%, respectively, compared with the existing fees (1). 1
The Ministry for Economic Development Decree of 2 May 2017 placed Alitalia – Società Aerea Italiana SpA into extraordinary administration. On 17 May 2017, the Special Commissioners appointed by the Ministry published a "Call for expressions of interest" in order to attract non-binding proposals for a potential recovery plan to take the company out of extraordinary administration.
In order to avoid disruption to the services provided by the airline, Law Decree 55/2017 also granted an interest-bearing bridge loan of €600 million from the government, with a term of six months, to be used to fund essential day-to-day operations.
The above Law Decree was not converted into law, but was repealed and the related provisions included in art. 50, para.1 of Law 96, dated 21 June 2017, which requires the procedures resulting from the call for expressions of interest in taking the company out of extraordinary administration must take place within six months of the loan being granted, which ensuring that the process is conducted in accordance with the principles of transparency, equal treatment and non-discrimination.
Art. 12 of Law Decree 148/2017, containing "Urgent measures of a financial nature and in response to immediate requirements", coordinated with conversion law 172/2017, has: i) extended the deadline for completing the sale of Alitalia and the other group companies, as provided for in art. 50, paragraph 2 of Law Decree 50/2017, to 30 April 2018; ii) increased the interest-bearing loan granted by the government on 5 May 2017 by €300 million, so as to ensure the continuity of transport services during the period necessary to bring the sale procedure to a conclusion (this amount was to be disbursed and repaid in 2018); iii) extended the term of the government loan of €600 million disbursed in 2017 until 30 September 2018, in order to ensure that the company has sufficient liquidity to enable it to operate through to completion of the sale.
Talks between ADR and the Ministry of the Environment continued in 2017 with regard to the technical assessment carried out prior to approval of the Noise Reduction and Abatement Plan for Ciampino airport.
In particular, in a memorandum dated 26 June 2017, the Ministry of the Environment asked ADR to amend the Plan in response to requests resulting from the assessment received by the Ministry, in April and June 2017, from ISPRA, ARPA, Lazio Regional Authority and the municipalities of Rome, Marino and Ciampino.
ADR submitted the requested amendments and, on 15 November 2017, sent the Ministry the results of its measurement of the overall noise in the various areas outside the airport noise zone, and to assess, for
(1) Based on the ratio between the maximum permitted revenue and fee-paying passengers for the twelve months from 1 March.

each area, what the airport's acoustic "contribution" is to the total figure. The measurements thus also reveal the airport's contribution to total noise levels.
With regard to the fire that broke out at Fiumicino airport during the night of 6 and 7 May 2015, affecting a large area within Terminal 3, the Public Prosecutor's Office in Civitavecchia has launched two criminal proceedings. The first regards violation of articles 113 and 449 of the criminal code (negligent arson), in relation to which, on 25 November 2015, the investigators issued the order required by art.415-bis of the criminal code giving notice of completion of the preliminary investigation of: (i) five employees of the contractor that was carrying out routine maintenance work on the air conditioning system and two employees of ADR, all also being investigated for the offence referred to in art. 590 of the criminal code (personal injury through negligence), (ii) ADR's Chief Executive Officer in his role as "employer", (iii) the airport fire chief and (iv) the Director of the Lazio Airport System (ENAC). On 4 October 2016, the Court of Civitavecchia notified the persons charged with negligent arson and personal injury through negligence that the date of the preliminary hearing had been fixed for 19 January 2017. The persons charged with the above offences were identified following the preliminary investigation, except for the then Chief Executive Officer of ADR, who has since passed away, and the fire chief for Fiumicino airport. In addition to officers from the Carabinieri and Police, who are suing for exposure to toxic materials, ADR has also filed suit with regard to the offence of negligent arson.
At the preliminary hearing held on 19 January 2017, the process of ascertaining the identities of the various parties to the civil proceedings took place, a process that continued during the subsequent hearing on 18 May 2017. On this occasion, counsel representing the three Carabinieri officers filed a statement of claim against the parties alleged to be liable in civil law (ADR and the contractors who are the employers of the accused), without producing further documentation.
The preliminary hearing continued on 9 November 2017, when the above three people testified that they had been compensated in full and, therefore, had withdrawn their civil suit and the claim against the parties alleged to be liable in civil law.
At the same hearing, the process of ascertaining the identities of the various parties to the civil proceedings and/or of the plaintiffs continued and, at the end, the court asked the parties to give their evidence before a decision on whether to commit the accused for trial or to acquit them.
The hearing was adjourned until 15 February 2018 to complete the above process. On this occasion, the court committed the defendants for trial for the offence of negligent arson (in addition to injury through negligence of the persons who had withdrawn their actions), scheduling the start of the trial for 15 October 2018.
Recently, a fourth plaintiff (again a member of the police force), who had previously not presented a claim, has submitted a request for compensation to ADR. This is now the subject of appropriate medical and legal procedures.
During 2016, Aéroports de la Côte d'Azur (ACA) and the French government, through the Direction Général de l'Aviation Civile (DGAC, France's civil aviation authority), agreed on the basic principles underpinning the proposed multi-year regulatory framework, which will establish airport fees during the period 2017–2022. The regime establishes the services to be regulated and sets out fees for commercial aviation that are broadly in line with the Contrat de Compétitivité Territoriale (Local Competitiveness Agreement) proposed by ACA in 2015. It also sets out the Investment Programme that the company will be required to implement over the 5-year regulatory period and the quality targets to be met. Following the observations made by the Independent Supervisory Authority, discussions with the civil aviation authority are underway with a view to completing the regulatory process. The airport fees for the period 2017-2018 have remained broadly unchanged.
Following the withholding of payment by the Miami-Dade Expressway Authority ("MDX") for the on site and office system management and maintenance services provided by ETC, and after a failed attempt at mediation as required by the service contract, on 28 November 2012 ETC petitioned the Miami Dade County Court in Florida to order MDX to settle unpaid claims amounting to over US\$30 million and damages for breach of contact. In December 2012, MDX, in turn, notified ETC of its decision to terminate the service contract and sue for compensation for alleged damages of US\$26 million for breach of contract by ETC. In accepting a requested filed by the opposing party in October 2016, the court reopened the pre-trial phase solely with regard to certain aspects of the pending action. At the end of this stage, and prior to the judgement at first instance, expected for the end of 2016, the judge openly expressed a willingness to uphold most of ETC's claims. However, in November 2016, MDX filed a request for removal of the judge which, having been turned down at first instance on 30 November 2016, was upheld in February 2017 after MDX filed a further appeal with the Florida Court of Appeal. In April 2017, the case was assigned to a new judge, who announced that the case would be reopened without delay, including the pretrial phase that was to focus on certain limited aspects of the case and evidence.
At the end of the new hearing in November 2017, in January 2018, the court issued judgement upholding ETC's claim for breach of contract by the Authority, which, together with interest accruing through to 12 January 2018, amounts to a total of approximately US\$53 million, in addition to interest payable at a rate of 5.53% until settlement. The court has yet to rule on the award of costs, which is reasonably expected to be in ETC's favour. It is deemed highly likely that MDX will appeal, despite the fact that the court's judgement was firmly in ETC's favour, having rejected the arguments presented by MDX.
On 1 February 2018, Atlantia was awarded the concession for the project that will link Vial Ruta 78 with Hasta Ruta 68 through its subsidiary, Grupo Costanera.
The project will involve construction and operation of a new 9.2-km section of urban, free-flow toll motorway in the city of Santiago. The new road will link Ruta 78 with Ruta 68, the two main roads connecting Santiago with the ports of Valparaiso and San Antonio and already connected with the section operated under concession by Costanera Norte. The estimated cost of the project is approximately €200 million.
On 21 February 2018, an Extraordinary General Meeting of Atlantia's shareholders voted to extend the deadline for execution of the capital increase to service the Offer for Abertis from 30 April to 30 November 2018, and to reschedule the lock-up period for the special shares, to be issued as a result of the capital increase to service the tender offer, making it 90 days from issue of the shares (as opposed to a set date).
Between the beginning of the year and 18 February (preliminary data), traffic using Autostrade per l'Italia's network was up 5.1%, with heavy vehicles (3 or more axles) up 6.1% and light vehicles (2 axles) rising 4.9%.
Following on from the agreement entered into on 2 March 2018, on 9 March 2018, Atlantia acquired a 100% interest in Aero 1 Global & International Sàrl, a Luxembourg-based investment vehicle, from a number of funds managed by Goldman Sachs Infrastructure Partners. Aero 1 Global & International Sàrl holds a 15.49% interest in Groupe Eurotunnel SE (Getlink), representing 26.66% of the related voting rights (percentages based on the total number of shares in issue, amounting to 550,000,000, and on the total number of voting rights, amounting to 639,030,648, in accordance with information published by Getlink on 16 February 2018). The total cost of the acquisition is €1,056 million.
Information on events relating to the voluntary public tender offer, in cash and/or shares, for all the shares of Abertis Infraestructuras, after 31 December 2017, is provided in the section, "Other information", in the Report on Operations.
ANNEX 1
THE ATLANTIA GROUP'S SCOPE OF CONSOLIDATION AND INVESTMENTS AS AT 31 DECEMBER 2017
ANNEX 2
DISCLOSURE PURSUANT TO ART.149-DUODECIES OF THE CONSOB REGULATIONS FOR ISSUERS 11971/1999
THE ABOVE ANNEXES HAVE NOT BEEN AUDITED

AANNEX 1 THE ATALNTIA GROUP'S SCOPE OF CONSOLIDATION AND INVESTMENTS AS AT 31 DECEMBER 2017
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CAPITAL/CONSORTIUM DECEMBER 2017 (IN FUND AS AT 31 SHARE/UNITS) SHARE |
HELD BY | CAPITAL/CONSORTIUM FUND AS AT 31 DECEMBER 2017 % INTEREST IN SHARE |
% OVERALL GROUP INTEREST |
CONTROLLING INTEREST % OVERALL NON |
NOTE |
|---|---|---|---|---|---|---|---|---|---|
| PARENT | |||||||||
| ATLANTIA SpA | ROME | HOLDING COMPANY | EURO | 825,783,990 | |||||
| SUBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS | |||||||||
| AB CONCESSÕES SA | SAO PAULO (BRAZIL) |
HOLDING COMPANY | BRAZILIAN REAL |
738,652,989 | Participações Brasil limitada Autostrade Concessões e |
50.00% | 50.00% | 50.00% | -1 |
| ACA C1 SAS | (FRANCE) NICE |
- | EURO | 1 | Aéroports de la Côte d'Azur | 100% | 38.66% | 61.34% | |
| ACA HOLDING SAS | (FRANCE) NICE |
HYOLDING COMPANY | EURO | 17,000,000 | Aéroports de la Côte d'Azur | 100% | 38.66% | 61.34% | |
| AD MOVING SpA | ROME | ADVERTISING SERVICES | EURO | 1,000,000 | Autostrade per l'Italia SpA | 100% | 88.06% | 11.94% | |
| ADR ASSISTANCE Srl | FIUMICINO | PRM SERVICES | EURO | 4,000,000 | Aeroporti di Roma Spa | 100% | 99.38% | 0.62% | |
| AEROPORTI DI ROMA SpA | FIUMICINO | MANAGEMENT AND DEVELOPMENT OF ROME AIRPORT SYSTEM |
EURO | 62,224,743 | Atlantia Spa | 99.38% | 99.38% | 0.62% | |
| AÉROPORTS DE LA CÔTE D'AZUR SA | (FRANCE) NICE |
MANAGEMENT AND DEVELOPMENT OF NICE AND CANNES -MANDELIEU AIRPORTS |
EURO | 148,000 | Azzurra Aeroporti Srl | 64.00% | 38.66% | 61.34% | |
| AÉROPORTS DU GOLFE DE SAINT TROPEZ SA | SAINT TROPEZ (FRANCE) |
GESTIONE E SVILUPPO DELL'AEROPORTO DU GOLFE DE SAINT TROPEZ |
EURO | 3,500,000 | Aéroports de la Côte d'Azur | 99.92% | 38.63% | 61.37% | |
| AIRPORT CLEANING Srl | FIUMICINO | CLEANING AND MAINTENANCE SERVICES | EURO | 1,500,000 | Aeroporti di Roma SpA | 100% | 99.38% | 0.62% | |
| ADR MOBILITY Srl | FIUMICINO | MANAGEMENT OF AIRPORT CAR PARKING AND CAR PARKS |
EURO | 1,500,000 | Aeroporti di Roma SpA | 100% | 99.38% | 0.62% | |
| ADR SECURITY Srl | FIUMICINO | AIRPORT SCREENING AND SECURITY SERVICES | EURO | 400,000 | Aeroporti di Roma SpA | 100% | 99.38% | 0.62% | |
| ADR SVILUPPO Srl | FIUMICINO | PROPERTY MANAGEMENT | EURO | 100,000 | Aeroporti di Roma SpA | 100% | 99.38% | 0.62% | |
| 100% | 99.38% | 0.62% | |||||||
| ADR TEL SpA | FIUMICINO | TELECOMMUNICATIONS | EURO | 600,000 | Aeroporti di Roma SpA | 99.00% | |||
| ADR Sviluppo Srl | 1.00% |
(1) The Atlantia Group holds 50% plus one share in the companies and exercises control on the base of partnership and governance agreements.
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CAPITAL/CONSORTIUM DECEMBER 2017 (IN FUND AS AT 31 SHARE/UNITS) SHARE |
HELD BY | CAPITAL/CONSORTIUM FUND AS AT 31 DECEMBER 2017 % INTEREST IN SHARE |
% OVERALL GROUP INTEREST |
CONTROLLING INTEREST % OVERALL NON |
NOTE |
|---|---|---|---|---|---|---|---|---|---|
| 100% | 100.00% | 0.00% | |||||||
| AUTOSTRADE CONCESSÕES E PARTICIPACÕES BRASIL LIMITADA |
SAO PAULO (BRAZIL) |
HOLDING COMPANY | BRAZILIAN REAL |
729,590,863 | Autostrade Holding do Sur SA Autostrade dell'Atlantico Srl Autostrade Portugal Srl |
25.00% 41.14% 33.86% |
|||
| AUTOSTRADE DELL'ATLANTICO Srl | ROME | HOLDING COMPANY | EURO | 1,000,000 | Atlantia SpA | 100% | 100% | ||
| AUTOSTRADE HOLDING DO SUR SA | SANTIAGO (CHILE) |
HOLDING COMPANY | CHILEAN PESO | 51,496,805,692 | Autostrade dell'Atlantico Srl Autostrade per l'Italia SpA |
100% 100.00% 0.00% |
100.00% | 0.00% | -2 |
| AUTOSTRADE INDIAN INFRASTRUCTURE DEVELOPMENT PRIVATE LIMITED |
MUMBAI - MAHARASHTRA (INDIA) |
HOLDING COMPANY | INDIAN RUPEE | 500,000 | Spea Engineering SpA Atlantia SpA |
100% 99.99% 0.01% |
100% | ||
| AUTOSTRADE MERIDIONALI SpA | NAPLES | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 9,056,250 | Autostrade per l'Italia SpA | 58.98% | 51.94% | 48.06% | -3 |
| AUTOSTRADE PER L'ITALIA SpA | ROME | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 622,027,000 | Atlantia SpA | 88.06% | 88.06% | 11.94% | |
| AUTOSTRADE PORTUGAL Srl | ROME | HOLDING COMPANY | EURO | 30,000,000 | Autostrade dell'Atlantico Srl | 100% | 100% | ||
| AUTOSTRADE TECH SpA | ROME | CONTROL AND AUTOMATION OF TRAFFIC AND ROAD INFORMATION SYSTEM AND EQUIPMENT FOR THE SAFETY |
EURO | 1,120,000 | Autostrade per l'Italia SpA | 100% | 88.06% | 11.94% | |
| AZZURRA AEROPORTI Srl | ROME | HOLDING COMPANY | EURO | 2,500,000 | Atlantia SpA | 62.51% 52.51% |
60.40% | 39.60% | -4 |
| Aeroporti di Roma SpA | 10.00% | ||||||||
| CONCESSIONÁRIA DA RODOVIA MG050 SA | SAO PAULO (BRAZIL) |
MOTORWAY OPERATION AND CONSTRUCTION | BRAZILIAN REAL |
353,525,350 | AB Concessões SA | 100% | 50.00% | 50.00% | |
| 100% | 85.38% | 14.62% | |||||||
| CATTERICK INVESTMENTS SPÓLKA Z O.O. | WARSAW (POLAND) |
PROJECT COMPANY | POLISH ZLOTY | 5,000 | Stalexport Autostrady SA Autostrade Tech SpA |
90.00% 10.00% |
|||
| ECOMOUV SAS | (FRANCE) PARIS |
FINANCING/DESIGN/CONSTRUCTION/OPERATION OF EQUIPMENT REQUIRED FOR ECO-TAXE |
EURO | 6,000,000 | Autostrade per l'Italia SpA | 70.00% | 61.64% | 38.36% | |
| (2) The company's shares are held by: Autostrade dell'Atlantico Srl, with a holding of 1,000,000 shares, and Autostrade per l'Italia SpA, with 1 share. |
(3) The company is listed on Borsa Italiana SpA's Expandi market.
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CAPITAL/CONSORTIUM DECEMBER 2017 (IN FUND AS AT 31 SHARE/UNITS) SHARE |
HELD BY | CAPITAL/CONSORTIUM FUND AS AT 31 DECEMBER 2017 % INTEREST IN SHARE |
% OVERALL GROUP INTEREST |
CONTROLLING INTEREST % OVERALL NON |
NOTE |
|---|---|---|---|---|---|---|---|---|---|
| ELECTRONIC TRANSACTION CONSULTANTS Co. | RICHARDSON (TEXAS - USA) |
MANAGEMENT OF AUTOMATED TOLLING SERVICES | US DOLLAR | 16,264 | Autostrade dell'Atlantico Srl | 64.46% | 64.46% | 35.54% | |
| ESSEDIESSE SOCIETÀ DI SERVIZI SpA | ROME | GENERAL AND ADMINISTRATIVE SERVICES | EURO | 500,000 | Autostrade per l'Italia SpA | 100% | 88.06% | 11.94% | |
| FIUMICINO ENERGIA Srl | FIUMICINO | ELECTRICITY PRODUCTION | EURO | 741,795 | Atlantia SpA | 87.14% | 87.14% | 12.86% | |
| GIOVE CLEAR Srl | ROME | CLEANING AND MAINTENANCE SERVICES | EURO | 10,000 | Autostrade per l'Italia SpA | 100% | 88.06% | 11.94% | |
| GRUPO COSTANERA SpA | SANTIAGO (CHILE) |
HOLDING COMPANY | CHILEAN PESO | 328,443,738,418 | Autostrade dell'Atlantico Srl | 50.01% | 50.01% | 49.99% | |
| INFOBLU SpA | ROME | TRAFFIC INFORMATION | EURO | 5,160,000 | Autostrade per l'Italia SpA | 75.00% | 66.05% | 33.95% | |
| JETBASE Ltda | (PORTUGAL) CASCAIS |
HANDLING SERVICES | EURO | 50,000 | Aca Holding SAS | 100.00% | 38.66% | 61.34% | |
| K-MASTER Srl | ROMA | GPS FLEET MANAGEMENT | EURO | 10,000 | Telepass SpA | 93.40% | 93.40% | 6.60% | |
| K-MASTER BROKER Srl | SAVONA | INSURANCE BROKER | EURO | 10,000 | K-Master Srl | 100.00% | 93.40% | 6.60% | |
| 100% | 88.36% | 11.64% | |||||||
| LEONARDO ENERGIA – SOCIETA' CONSORTILE a r.l. |
FIUMICINO | ELECTRICITY PRODUCTION | EURO | 10,000 | Fiumicino Energia Srl | 90.00% | |||
| Aeroporti di Roma SpA | 10.00% | ||||||||
| PAVIMENTAL POLSKA SP.ZO.O. | WARSAW (POLAND) |
MOTORWAY AND AIRPORT OPERATION AND CONSTRUCTION |
POLISH ZLOTY | 3,000,000 | Pavimental SpA | 100% | 96.89% | 3.11% | |
| 99.40% | 96.89% | 3.11% | |||||||
| PAVIMENTAL SpA | ROME | MOTORWAY AND AIRPORT OPERATION AND | EURO | 10,116,452 | Atlantia SpA | 59.40% | |||
| CONSTRUCTION | Autostrade per l'Italia SpA | 20.00% | |||||||
| Aeroporti di Roma SpA | 20.00% | ||||||||
| RACCORDO AUTOSTRADALE VALLE D'AOSTA SpA | AOSTA | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 343,805,000 | per il Traforo del Monte Bianco Società Italiana per Azioni |
47.97% | 21.54% | 78.46% | -5 |
| RODOVIAS DAS COLINAS SA | SAO PAULO (BRAZIL) |
MOTORWAY OPERATION AND CONSTRUCTION | BRAZILIAN REAL |
226,145,401 | AB Concessões SA | 100% | 50.00% | 50.00% | |
| SCI LA RATONNIÉRE SAS | (FRANCE) NICE |
PROPERTY SERVICES | EURO | 243,918 | Aéroports de la Côte d'Azur | 100% | 38.66% | 61.34% | |
| (4) Atlantia's total interest includes preference rights attributed to Atlantia in accordance with art. 2308, paragraph three of the Italian Civil Code, totalling €80 million, whilst the percentage interest, based on the number of shares held by Atlantia SpA as a percentage of the subsidiary's total shares in issue, is 52.51%. |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CAPITAL/CONSORTIUM DECEMBER 2017 (IN FUND AS AT 31 SHARE/UNITS) SHARE |
HELD BY | CAPITAL/CONSORTIUM FUND AS AT 31 DECEMBER 2017 % INTEREST IN SHARE |
% OVERALL GROUP INTEREST |
CONTROLLING INTEREST % OVERALL NON |
NOTE |
|---|---|---|---|---|---|---|---|---|---|
| SKY VALET FRANCE SAS | LE BOURGET (FRANCE) |
HANDLING SERVICES | EURO | 1,151,584 | Aca Holding SAS | 100% | 38.66% | 61.34% | |
| SKY VALET SPAIN S.L. | MADRID (SPAIN) |
HANDLING SERVICES | EURO | 231,956 | Aca Holding SAS | 100% | 38.66% | 61.34% | |
| SOCIEDAD CONCESIONARIA AMB SA | SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 5,875,178,700 | Sociedad Gestion Vial SA Grupo Costanera SpA |
100% 99.98% 0.02% |
50.01% | 49.99% | |
| SOCIEDAD CONCESIONARIA AUTOPISTA NORORIENTE SA |
SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 22,738,904,654 | Sociedad Gestion Vial SA Grupo Costanera SpA |
100% 99.90% 0.10% |
50.01% | 49.99% | |
| SOCIEDAD CONCESIONARIA AUTOPISTA NUEVA VESPUCIO SUR SA |
SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 166,967,672,229 | Sociedad Gestion Vial SA Grupo Costanera SpA |
100% 100.00% 0.00% |
50.01% | 49.99% | |
| SOCIEDAD CONCESIONARIA COSTANERA NORTE SA |
SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 58,859,765,519 | Sociedad Gestion Vial SA Grupo Costanera SpA |
100% 100.00% 0.00% |
50.01% | 49.99% | |
| SOCIEDAD CONCESIONARIA DE LOS LAGOS SA | LLANQUIHUE (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 53,602,284,061 | Autostrade Holding Do Sur SA Autostrade dell'Atlantico Srl |
100% 99.95% 0.05% |
100.00% | 0.00% | |
| SOCIEDAD CONCESIONARIA LITORAL CENTRAL SA | SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 18,368,224,675 | Sociedad Gestion Vial SA Grupo Costanera SpA |
100% 99.99% 0.01% |
50.01% | 49.99% | |
| SOCIEDAD GESTION VIAL SA | SANTIAGO (CHILE) |
CONSTRUCTION AND MAINTENANCE OF ROADS AND TRAFFIC SERVICES |
CHILEAN PESO | 397,237,788 | Sociedad Operacion y Logistica de Infraestructuras Grupo Costanera SpA SA |
100% 99.99% 0.01% |
50.01% | 49.99% | |
| SOCIEDAD OPERACION Y LOGISTICA DE INFRAESTRUCTURAS SA |
SANTIAGO (CHILE) |
CONCESSION CONSTRUCTION AND SERVICES | CHILEAN PESO | 11,736,819 | Sociedad Gestion Vial SA Grupo Costanera SpA |
100% 99.99% 0.01% |
50.01% | 49.99% | |
| SOCIETÀ AUTOSTRADA TIRRENICA p.A. | ROME | (5) The issued capital is made up of €284,350,000 in ordinary shares and €59,455,000 in preference share. The percentage interest is calculated with reference to all shares in issue, whereas the 58.00% of voting rights is calculated with reference to ordinary voting shares. MOTORWAY OPERATION AND CONSTRUCTION |
EURO | 24,460,800 | Autostrade per l'Italia SpA | 99.93% | 88.06% | 11.94% | -6 |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CAPITAL/CONSORTIUM DECEMBER 2017 (IN FUND AS AT 31 SHARE/UNITS) SHARE |
HELD BY | CAPITAL/CONSORTIUM FUND AS AT 31 DECEMBER 2017 % INTEREST IN SHARE |
% OVERALL GROUP INTEREST |
CONTROLLING INTEREST % OVERALL NON |
NOTE |
|---|---|---|---|---|---|---|---|---|---|
| SOCIETÀ ITALIANA PER AZIONI PER IL TRAFORO DEL MONTE BIANCO |
PRE' SAINT DIDIER (AOSTA) |
MONT BLANC TUNNEL OPERATION AND CONSTRUCTION | EURO | 198,749,200 | Autostrade per l'Italia SpA | 51.00% | 44.91% | 55.09% | |
| SOLUCIONA CONSERVACAO RODOVIARIA LTDA | MATAO (BRAZIL) |
MOTORWAY MAINTENANCE | BRAZILIAN REAL |
500,000 | AB Concessões SA | 100% | 50.00% | 50.00% | |
| 100% | 97.49% | 2.51% | |||||||
| SPEA DO BRASIL PROJETOS E INFRA ESTRUTURA LIMITADA |
SAO PAULO (BRAZIL) |
INTEGRATED TECHNICAL AND ENGINEERING SERVICES | BRAZILIAN REAL |
1,000,000 | Spea Engineering SpA | 99.99% | |||
| Austostrade Concessoes e Partecipacoes Brasil Limitada |
0.01% | ||||||||
| 100% | 97.49% | 2.51% | |||||||
| ROME | INTEGRATED TECHNICAL AND ENGINEERING SERVICES | EURO | Atlantia SpA | 60.00% | |||||
| SPEA ENGINEERING SpA | 6,966,000 | Austostrade per l'Italia SpA | 20.00% | ||||||
| Aeroporti di Roma SpA | 20.00% | ||||||||
| STALEXPORT AUTOROUTE SARL | (LUXEMBOURG) LUXEMBOURG |
MOTORWAY SERVICES | EURO | 56,149,500 | Stalexport Autostrady SA | 100% | 61.20% | 38.80% | |
| STALEXPORT AUTOSTRADA MAŁOPOLSKA SA | MYSŁOWICE (POLAND) |
MOTORWAY OPERATION AND CONSTRUCTION | POLISH ZLOTY | 66,753,000 | Stalexport Autoroute Sarl | 100% | 61.20% | 38.80% | |
| STALEXPORT AUTOSTRADY SA | MYSLOWICE (POLAND) |
HOLDING COMPANY | POLISH ZLOTY | 185,446,517 | Atlantia SpA | 61.20% | 61.20% | 38.80% | -7 |
| TANGENZIALE DI NAPOLI SpA | NAPLES | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 108,077,490 | Autostrade per l'Italia SpA | 100% | 88.06% | 11.94% | |
| TECH SOLUTIONS INTEGRATORS SAS | (FRANCE) PARIS |
CONSTRUCTION, INSTALLATION AND MAINTENANCE OF ELECTRONIC TOLLING SYSTEMS |
EURO | 2,000,000 | Autostrade per l'Italia SpA | 100% | 88.06% | 11.94% | |
| TELEPASS SpA | ROME | AUTOMATED TOLLING SERVICES | EURO | 26,000,000 | Atlantia SpA | 100% | 100% | ||
| TELEPASS PAY SpA | ROME | ELECTRONIC MONEY INSTRUMENTS AND POSTPAID DEVELOPMENT, ISSUE AND MANAGEMENT OF SERVICES |
EURO | 702,983 | Telepass SpA | 100% | 100% | ||
| TRIANGULO DO SOL AUTO-ESTRADAS SA | MATAO (BRAZIL) |
MOTORWAY OPERATION AND CONSTRUCTION | BRAZILIAN REAL |
71,000,000 | AB Concessões SA | 100% | 50.00% | 50.00% | |
| URBANnext SA | (SWITZERLAND) CHIASSO |
DESIGN, PRODUCTION AND DEVELOPMENT OF MOBILE TELECOMMUNICATIONS APPLICATIONS FOR URBAN MOBILITY |
SWISS FRANC | 100,000 | Telepass SpA | 70.00% | 70.00% | 30.00% | |
| VIA4 SA | MYSŁOWICE (POLAND) |
MOTORWAY SERVICES | POLISH ZLOTY | 500,000 | Stalexport Autoroute Sarl | 55.00% | 33.66% | 66.34% |
(6) The company is listed on the Warsaw Stock Exchange.
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | FUND AS AT 31 DECEMBER 2017 SHARE CAPITAL/CONSORTIUM (IN SHARES/UNITS) |
HELD BY | % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT 31 DECEMBER 2017 |
|
|---|---|---|---|---|---|---|---|
| INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD | |||||||
| Associates | |||||||
| BOLOGNA & FIERA PARKING SpA | BOLOGNA | DESIGN, CONSTRUCTION AND MANAGEMENT OF MULTI- LEVEL PUBLIC CAR PARKS |
EURO | 2,715,200 | Autostrade per l'Italia SpA | 36.81% | |
| BIURO CENTRUM SP. Z O.O. | KATOWICE (POLAND) |
ADMINISTRATIVE SERVICES | POLISH ZLOTY | 80,000 | Stalexport Autostrady SA | 40.63% | |
| PEDEMONTANA VENETA SpA (IN LIQUIDATION) |
VERONA | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 6,000,000 | Autostrade per l'Italia SpA | 29.77% | |
| 46.60% | |||||||
| SOCIETA' INFRASTRUTTURE TOSCANE SpA (IN LIQUIDATION) |
ROME | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 15,000,000 | Autostrade per l'Italia SpA Spea Engineering SpA |
46.00% 0.60% |
|
| AEROPORTO GUGLIELMO MARCONI DI BOLOGNA SpA | BOLOGNA | MANAGEMENT OF BOLOGNA AIRPORT | EURO | 90,314,162 | Atlantia SpA | 29.38% | |
| Joint ventures | |||||||
| A&T ROAD CONSTRUCTION MANAGEMENT AND OPERATION PRIVATE LIMITED |
PUNE - MAHARASHTRA (INDIA) |
OPERATION AND MAINTENANCE, DESIGN AND PROJECT MANAGEMENT |
INDIAN RUPEE | 100,000 | Autostrade Indian Infrastracture Development Private Limited |
50.00% | |
| CONCESSIONÁRIA RODOVIAS DO TIETÊ SA | SAO PAULO (BRAZIL) |
MOTORWAY OPERATION AND CONSTRUCTION | BRAZILIAN REAL |
303,578,476 | AB Concessões SA | 50.00% | |
| GEIE DEL TRAFORO DEL MONTE BIANCO | COURMAYEUR (AOSTA) |
MAINTENANCE AND OPERATION OF MONT BLANC TUNNEL | EURO | 2,000,000 | Società Italiana per Azioni per il Traforo del Monte Bianco |
50.00% | |
| PUNE SOLAPUR EXPRESSWAYS PRIVATE LIMITED | PATAS - DISTRICT PUNE - MAHARASHTRA (INDIA) |
MOTORWAY OPERATION AND CONSTRUCTION | INDIAN RUPEE | 100,000,000 | Atlantia SpA | 50.00% |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | AT 31 DECEMBER 2017 CONSORTIUM FUND AS (IN SHARES/UNITS) SHARE CAPITAL/ |
HELD BY | % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT 31 DECEMBER 2017 |
|---|---|---|---|---|---|---|
| INVESTMENTS ACCOUNTED FOR AT COST OR FAIR VALUE | ||||||
| Unconsolidated subsidiaries | ||||||
| DOMINO Srl | ROME | INTERNET SERVICES | EURO | 10,000 | Atlantia SpA | 100% |
| GEMINA FIDUCIARY SERVICES SA | LUXEMBOURG (LUXEMBOURG) |
TRUST COMPANY | EURO | 150,000 | Atlantia SpA | 99.99% |
| PAVIMENTAL EST AO (IN LIQUIDATION) | MOSCOW (RUSSIA) |
MOTORWAY CONSTRUCTION AND MAINTENANCE | RUSSIAN ROUBLE |
4,200,000 | Pavimental SpA | 100% |
PETROSTAL SA (IN LIQUIDATION)
WARSAW (POLAND)
REAL ESTATE SERVICES
POLISH ZLOTY
2,050,500
Stalexport Autostrady SA
100%
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | AT 31 DECEMBER 2017 CONSORTIUM FUND AS (IN SHARES/UNITS) SHARE CAPITAL/ |
HELD BY | % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT 31 DECEMBER 2017 |
|---|---|---|---|---|---|---|
| Other investments | ||||||
| AEROPORTO DI GENOVA SpA | GENOA | AIRPORT MANAGEMENT | EURO | 7,746,900 | Aeroporti di Roma SpA | 15.00% |
| CENTRO INTERMODALE TOSCANO AMERIGO VESPUCCI SpA |
LIVORNO | FREIGHT LOGISTICS | EURO | 11,756,695 | Società Autostrada Tirrenica Pa | 0.43% |
| COMPAGNIA AEREA ITALIANA SpA | FIUMICINO | AIR TRANSPORT | EURO | 3,526,846 | Atlantia SpA | 6.52% |
| C2FPA SAS | (FRANCE) PARIS |
FIRE SERVICE TRAINING | EURO | 460,000 | Aéroports de la Côte d'Azur | 3.26% |
| DIRECTIONAL CAPITAL HOLDINGS (IN LIQUIDATION) |
CHANNEL ISLANDS (USA) |
FINANCIAL COMPANY | EURO | 150,000 | Atlantia SpA | 5.00% |
| EMITTENTI TITOLI SpA (IN LIQUIDATION) | MILAN | INVESTMENT IN BORSA SPA | EURO | 4,264,000 | Atlantia SpA | 7.24% |
| FIRENZE PARCHEGGI SpA | FLORENCE | CAR PARK MANAGEMENT | EURO | 25,595,158 | Atlantia SpA | 5.47% |
| HUTA JEDNOŚĆ SA | SIEMIANOWICE (POLAND) |
STEEL TRADING | POLISH ZLOTY | 27,200,000 | Stalexport Autostrady SA | 2.40% |
| INWEST STAR SA (IN LIQUIDATION) | STARACHOWICE (POLAND) |
STEEL TRADING | POLISH ZLOTY | 11,700,000 | Stalexport Autostrady SA | 0.26% |
| LUSOPONTE - CONCESSIONARIA PARA A TRAVESSIA DO TEJO |
SA MONTIJO (PORTUGAL) |
MOTORWAY OPERATOR | EURO | 25,000,000 | Concessoes de Infraestructuras SA Autostrade Portugal - |
17.21% |
242
| Other investments | ||||||
|---|---|---|---|---|---|---|
| LIGABUE GATE GOURMET ROMA SpA (IN FALLIMENTO ) |
TESSERA | AIRPORT CATERING | EURO | 103,200 | Aeroporti di Roma SpA | 20.00% |
| KONSORCJUM AUTOSTRADA ŚLĄSK SA (IN LIQUIDATION) |
KATOWICE (POLAND) |
MOTORWAY OPERATION AND CONSTRUCTION | POLISH ZLOTY | 1,987,300 | Stalexport Autostrady SA | 5.43% |
| S.A.CAL. SpA | LAMEZIA TERME | AIRPORT MANAGEMENT | EURO | 12,911,558 | Aeroporti di Roma SpA | 9.95% |
| SOCIETA' DI PROGETTO BREBEMI SpA | BRESCIA | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 180,000,000 | Spea Engineering SpA | 0.06% |
| 1.25% | ||||||
| TANGENZIALE ESTERNA SpA | MILAN | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 464,945,000 | 0.25% Autostrade per l'Italia SpA |
|
| 1.00% Pavimental SpA |
||||||
| TANGENZIALI ESTERNE DI MILANO SpA | MILAN | CONSTRUCTION AND OPERATION OF MILAN RING ROAD | EURO | 220,344,608 | Autostrade per l'Italia SpA | 13.67% |
| UIRNET SpA | ROME | OPERATION OF NATIONAL LOGISTICS NETWORK | EURO | 1,061,000 | Autostrade per l'Italia SpA | 1.51% |
| VENETO STRADE SpA | VENICE | CONSTRUCTION AND MAINTENANCE OF ROADS AND TRAFFIC SERVICES |
EURO | 5,163,200 | Autostrade per l'Italia SpA | 5.00% |
| WALCOWNIA RUR JEDNOŚĆ SP. Z O. O. | SIEMIANOWICE (POLAND) |
STEEL TRADING | POLISH ZLOTY | 220,590,000 | Stalexport Autostrady SA | 0.01% |
| % INTEREST IN SHARE CAPITAL/ | CONSORTIUM FUND AS AT 31 | DECEMBER 2017 | |
|---|---|---|---|
| HELD BY | |||
| SHARE CAPITAL/ | CONSORTIUM FUND AS | AT 31 DECEMBER 2017 | (IN SHARES/UNITS) |
| CURRENCY |
BUSINESS
REGISTERED OFFICE
NAME
NOWA DĘBA (POLAND)
ZAKŁADY METALOWE DEZAMET SA
STEEL TRADING
POLISH ZLOTY
19,241,750
Stalexport Autostrady SA
0.26%
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | AT 31 DECEMBER 2017 CONSORTIUM FUND AS SHARE CAPITAL/ (IN UNITS) |
HELD BY | % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT 31 DECEMBER 2017 |
|---|---|---|---|---|---|---|
| CONSORTIA | ||||||
| CONSORCIO ANHANGUERA NORTE | RIBERAO PRETO (BRAZIL) |
CONSTRUCTION CONSORTIUM | BRAZILIAN REAL |
- | Autostrade Concessoes e Participacoes Brasil | 13.13% |
| 35.50% | ||||||
| Autostrade per l'Italia SpA | 27.30% | |||||
| Tangenziale di Napoli SpA | 2.00% | |||||
| CONSORZIO AUTOSTRADE ITALIANE ENERGIA |
ROME | ELECTRICITY PROCUREMENT | EURO | 113,949 | per il Traforo del Monte Bianco Società Italiana per Azioni |
1.90% |
| Raccordo Autostradale Valle d'Aosta SpA | 1.10% | |||||
| Società Autostrada Tirrenica Pa | 0.30% | |||||
| Autostrade Meridionali SpA | 0.90% | |||||
| Aeroporti di Roma SpA | 1.00% | |||||
| Pavimental SpA | 1.00% | |||||
| CONSORZIO COSTRUTTORI TEEM | TORTONA | MOTORWAY CONSTRUCTION AND ACTIVITIES | EURO | 10,000 | Pavimental SpA | 1.00% |
| CONSORZIO E.T.L. – EUROPEAN TRANSPORT LAW (IN LIQUIDATION) |
ROME | STUDY OF EUROPEAN TRANSPORT LEGISLATION | EURO | 8,879 | Aeroporti di Roma SpA | 25.00% |
| CONSORZIO GALILEO SCARL (IN LIQUIDATION) |
TODI | CONSTRUCTION OF AIRPORT APRONS | EURO | 10,000 | Pavimental SpA | 40.00% |
| CONSORZIO ITALTECNASUD (IN LIQUIDATION) |
ROME | CONTROL OF IRPINIA EARTHQUAKE FUNDS | EURO | 51,646 | Spea Engineering SpA | 20.00% |
| CONSORZIO MIDRA | FLORENCE | SCIENTIFIC RESEARCH FOR DEVICE BASE TECHNOLOGIES | EURO | 73,989 | Autostrade Tech SpA | 33.33% |
| CONSORZIO NUOVA ROMEA ENGINEERING | MONSELICE | MOTORWAY DESIGN | EURO | 60,000 | Spea Engineering SpA | 16.67% |
| CONSORZIO PEDEMONTANA ENGINEERING | VERONA | DESIGN OF PEDEMONTANA VENETA MOTORWAY | EURO | 20,000 | Spea Engineering SpA | 23.54% |
| CONSORZIO RAMONTI SCARL (IN LIQUIDATION) |
TORTONA | MOTORWAY CONSTRUCTION | EURO | 10,000 | Pavimental SpA | 49.00% |
244
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | AT 31 DECEMBER 2017 CONSORTIUM FUND AS SHARE CAPITAL/ (IN UNITS) |
HELD BY | % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT 31 DECEMBER 2017 |
|---|---|---|---|---|---|---|
| CONSORTIA | ||||||
| CONSORZIO R.F.C.C. (IN LIQUIDATION) | TORTONA | CONSTRUCTION OF MOROCCAN ROAD NETWORK | EURO | 510,000 | Pavimental SpA | 30.00% |
| CONSORZIO SPEA-GARIBELLO | SAO PAULO (BRAZIL) |
INTEGRATED TECHNICAL ENGINEERING SERVICES - HIGHWAY MG-050 |
BRAZILIAN REAL |
- | SPEA do Brasil Projetos e Infra Estrutura Limitada | 50.00% |
| CONSORZIO TANGENZIALE ENGINEERING | MILAN | INTEGRATED TECHNICAL ENGINEERING SERVICES - MILAN EXTERNAL RING ROAD EAST |
EURO | 20,000 | Spea Engineering SpA | 30.00% |
| CONSORZIO 2050 | ROME | MOTORWAY DESIGN | EURO | 50,000 | Spea Engineering SpA | 0.50% |
| CONSTRUCTION OF PUBLIC WORKS AND | Pavimental SpA | 100% 75.00% |
||||
| COSTRUZIONI IMPIANTI AUTOSTRADALI SCARL | ROME | INFRASTRUCTURE | EURO | 10,000 | Autostrade Tech SpA | 20.00% |
| Pavimental Polska Sp. z o.o. | 5.00% | |||||
| ELMAS SCARL (IN LIQUIDATION) | ROME | CONSTRUCTION AND MAINTENANCE OF AIRPORT RUNWAYS AND APRONS |
EURO | 10,000 | Pavimental SpA | 60.00% |
| IDROELETTRICA SCARL | CHATILLON (AOSTA) |
ELECTRICITY GENERATION | EURO | 50,000 | Raccordo Autostradale Valle d'Aosta SpA | 0.10% |
| LAMBRO SCARL | TORTONA | OPERATION AND CONSTRUCTION ON BEHALF OF TEEM CONSTRUCTION CONSORTIUM |
EURO | 200,000 | Pavimental SpA | 2.78% |
| SAT LAVORI SCARL (IN LIQUIDATION) | ROME | CONSTRUCTION CONSORTIUM | EURO | 100,000 | Società Autostrada Tirrenica p.A. | 1.00% |
| INVESTMENTS ACCOUNTED FOR IN CURRENT ASSETS | ||||||
| DOM MAKLERSKI BDM SA | BIELSKO-BIAŁA (POLAND) |
HOLDING COMPANY | POLISH ZLOTY | 19,796,924 | Stalexport Autostrady SA | 2.71% |
| STRADA DEI PARCHI SpA | ROME | MOTORWAY OPERATION AND DESIGN | EURO | 48,114,240 | Autostrade per l'Italia SpA | 2.00% |
| Type of service | PROVIDER OF SERVICE | Note | FEES (€000) |
|---|---|---|---|
| Audit | Parent Company's auditor | 48 | |
| Certification | Parent Company's auditor | (1) | 23 |
| Other services | Parent Company's auditor | (2) | 1,103 |
| Other services | Associate of Parent Company's auditor |
(3) | 24 |
| Total Atlantia SpA | 1,198 |
| Type of service | PROVIDER OF SERVICE | Note | FEES (€000) |
|---|---|---|---|
| Audit | Parent Company's auditor | 521 | |
| Associate of Parent Company's | |||
| Audit | auditor | 500 | |
| Certification | Parent Company's auditor | (4) | 23 |
| Other services | Parent Company's auditor | (5) | 116 |
| Associate of Parent Company's | |||
| Other services | auditor | (6) | 170 |
| Total subsidiaries | 1,330 |
(1) Opinion on payment of interim dividends.
(2) In relation to the offer, in cash and/or shares, for the shares of Abertis Infraestructuras, the fairness opinion in accordance with art. 2441 of the Italian Civil Code and checks on pro forma financial information. In addition, as in previous years, this includes signature of consolidated and 770 tax forms, agreed upon procedures on data and accounting information, checks carried out to meet the requirements for tenders in which the Group has taken part, the review of the sustainability report and a comfort letter on the offering circular.
(3) Audit of internal control system.
(4) Opinion on payment of interim dividends.
(5) Signature of consolidated and 770 tax forms, comfort letter on offering circular, agreed upon procedures for data and accounting information.
(6) Audit of internal control system and agreed upon procedures for data and accounting information.
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SEPARATE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DICEMBRE 2017: FINANCIAL STATEMENTS AND NOTES
| € | 31 December 2017 | 31 December 2016 |
|---|---|---|
| ASSETS | ||
| NON-CURRENT ASSETS | ||
| Property, plant and equipment | 6,761,503 | 7,074,276 |
| Property, plant and equipment | 1,771,491 | 330,619 |
| Investment property | 4,990,012 | 6,743,657 |
| Intangible assets | 219,680 | 222,327 |
| Investments | 9,698,936,908 | 10,807,961,770 |
| Non-current financial assets | 617,502,740 | 1,332,891,592 |
| Non-current derivative assets | 53,320,952 | 42,319,440 |
| Other non-current financial assets | 564,181,788 | 1,290,572,152 |
| Other non-current assets | 31,912,517 | 213,728 |
| TOTAL NON-CURRENT ASSETS | 10,355,333,348 | 12,148,363,693 |
| CURRENT ASSETS | ||
| Trading assets | 9,569,223 | 5,461,485 |
| Trade receivables | 9,569,223 | 5,461,485 |
| Cash and cash equivalents | 3,093,377,586 | 219,499,476 |
| Cash | 2,185,929,118 | 13,959,488 |
| Cash equivalents | 900,000,000 | - |
| Intercompany current account receivables due from related parties | 7,448,468 | 205,539,988 |
| Current financial assets | 1,009,973,271 | 12,872,134 |
| Current portion of medium/long-term financial assets | 1,000,802,065 | 4,489,939 |
| Current derivative assets | 528,465 | - |
| Other current financial assets | 8,642,741 | 8,382,195 |
| Current tax assets | 120,225,722 | 87,348,022 |
| Other current assets | 1,134,963 | 758,909 |
| Non-current assets held for sale or related to discontinued operations | - | - |
| TOTAL CURRENT ASSETS | 4,234,280,765 | 325,940,026 |
| TOTAL ASSETS | 14,589,614,113 | 12,474,303,719 |
(1) As required by CONSOB Resolution 15519 of 27 July 2006, the impact of related party transactions on Atlantia SpA's statement of financial position are shown in the statement of financial position, expressed in thousands of euros, on the following pages. The impact is also described in further detail in note 8.2.
| € | 31 December 2017 | 31 December 2016 |
|---|---|---|
| EQUITY AND LIABILITIES | ||
| EQUITY | ||
| Issued capital | 825,783,990 | 825,783,990 |
| Reserves and retained earnings | 8,590,375,177 | 8,470,237,330 |
| Treasury shares | -169,488,480 | -106,873,651 |
| Profit/(Loss) for the year net of interim dividends | 2,256,191,374 | 556,778,538 |
| TOTAL EQUITY | 11,502,862,061 | 9,745,926,207 |
| NON-CURRENT LIABILITIES | ||
| Non-current provisions | 644,352 | 599,077 |
| Non-current provisions for employee benefits | 644,352 | 599,077 |
| Non-current financial liabilities | 1,732,021,060 | 989,223,884 |
| Bond issues | 1,732,020,317 | 989,223,884 |
| Non-current derivative liabilities | 743 | - |
| Deferred tax liabilities | 13,285,448 | 12,694,596 |
| Other non-current liabilities | 5,714,800 | 2,444,981 |
| TOTAL NON-CURRENT LIABILITIES | 1,751,665,660 | 1,004,962,538 |
| CURRENT LIABILITIES | ||
| Trading liabilities | 23,467,986 | 8,539,626 |
| Trade payables | 23,467,986 | 8,539,626 |
| Current provisions | 1,623,522 | 1,731,253 |
| Current provisions for employee benefits | 156,767 | 124,498 |
| Other current provisions | 1,466,755 | 1,606,755 |
| Current financial liabilities | 1,134,993,346 | 1,606,840,485 |
| Bank overdrafts repayable on demand | - | 203 |
| Short-term borrowings | 100,000,000 | 1,600,000,000 |
| Current portion of medium/long-term financial liabilities | 1,020,423,379 | 5,134,441 |
| Derivative liabilities | 14,039,925 | 1,119,586 |
| Other current financial liabilities | 530,042 | 586,255 |
| Current tax liabilities | 151,640,605 | 80,966,233 |
| Other current liabilities | 23,360,933 | 25,337,377 |
| Liabilities related to discontinued operations | - | - |
| TOTAL CURRENT LIABILITIES | 1,335,086,392 | 1,723,414,974 |
| TOTAL LIABILITIES | 3,086,752,052 | 2,728,377,512 |
| TOTAL EQUITY AND LIABILITIES | 14,589,614,113 | 12,474,303,719 |
| € | 2017 | 2016 |
|---|---|---|
| REVENUE | ||
| Operating revenue | 2,876,154 | 2,170,014 |
| TOTAL REVENUE | 2,876,154 | 2,170,014 |
| COSTS | ||
| Raw and consumable materials | -51,124 | -60,855 |
| Service costs | -22,414,376 | -12,325,812 |
| Staff costs | -24,450,871 | -21,429,237 |
| Other operating costs | -7,768,241 | -4,405,408 |
| Lease expense | -1,127,149 | -1,006,800 |
| Other | -6,641,092 | -3,398,608 |
| Amortisation and depreciation | -353,031 | -468,092 |
| Depreciation of property, plant and equipment | -105,856 | -135,418 |
| Depreciation of investment property | -244,529 | -330,027 |
| Amortisation of intangible assets | -2,646 | -2,647 |
| TOTAL COSTS | -55,037,643 | -38,689,404 |
| OPERATING PROFIT/(LOSS) | -52,161,489 | -36,519,390 |
| Financial income | 2,955,851,076 | 1,440,006,993 |
| Dividends received from investees | 1,799,809,135 | 979,790,732 |
| Gains on sale of investments | 1,052,052,222 | - |
| Reversals of impairment losses on financial assets and investments | 11,824,000 | - |
| Other financial income | 92,165,719 | 460,216,261 |
| Financial expenses | -131,114,581 | -485,740,195 |
| Financial expenses from discounting of provisions | -6,142 | -10,986 |
| Impairment losses on investments | -3,996,011 | -31,509,045 |
| Other financial expenses | -127,112,428 | -454,220,164 |
| Foreign exchange gains/(losses) | -554,350 | 219,648 |
| FINANCIAL INCOME/(EXPENSES) | 2,824,182,145 | 954,486,446 |
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | 2,772,020,656 | 917,967,056 |
| Income tax (expense)/benefit | -49,710,314 | 1,262,940 |
| Current tax expense | -48,883,900 | -5,702,040 |
| Differences on tax expense for previous years | -893,150 | 6,746,524 |
| Deferred tax income and expense | 66,736 | 218,456 |
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | 2,722,310,342 | 919,229,996 |
| Profit/(Loss) from discontinued operations | - | - |
| PROFIT FOR THE YEAR | 2,722,310,342 | 919,229,996 |
(2) As required by CONSOB Resolution 15519 of 27 July 2006, the impact of related party transactions on Atlantia SpA's income statement are shown in the income statement, expressed in thousands of euros, on the following pages. The impact is also described in further detail in note 8.2.
| € | 2017 | 2016 |
|---|---|---|
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ||
| Profit for the year | 2,722,310,342 | 919,229,996 |
| Adjusted by: | ||
| Amortisation and depreciation | 353,031 | 468,092 |
| Operating change in provisions | 113,664 | 72,626 |
| Financial expenses from discounting of provisions | 6,142 | 10,986 |
| Impairment losses/(Reversal of impairment losses) on financial assets and investments | -7,827,989 | 31,438,822 |
| (Gains)/Losses on sale of non-current assets | -1,052,052,222 | - |
| Net change in deferred tax (assets)/liabilities through profit or loss | -66,736 | -218,456 |
| Other non-cash costs (income) | -749,981,325 | 3,316,699 |
| Change in working capital and other changes | 45,721,541 | 35,076,843 |
| Net cash generated from/(used in) operating activities [a] | 958,576,448 | 989,395,608 |
| CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ||
| Purchases of property, plant and equipment | -37,612 | - |
| Purchase of investments | -265,164,901 | -1,998,487,311 |
| Proceeds from distribution of reserves by subsidiaries | 1,101,311,641 | - |
| Proceeds from sale of interests in investees | 2,091,164,252 | - |
| Net change in other non-current assets | -31,698,789 | 61,209 |
| Net change in current and non-current financial assets | -271,019,817 | 1,318,382,441 |
| Net cash generated from/(used in) investing activities [b] | 2,624,554,774 | -680,043,661 |
| CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ||
| (Purchase)/Sale of treasury shares | -84,171,450 | -77,202,284 |
| Dividends paid | -899,151,901 | -757,507,762 |
| Proceeds from exercise of rights under share-based incentive plans | 16,608,985 | 3,979,499 |
| Issuance of bonds | 1,731,030,981 | - |
| Increase in short-term borrowings | 100,000,000 | 1,600,000,000 |
| Redemption of bonds | - | -1,100,572,000 |
| Net change in other current and non-current financial liabilities | -1,573,569,524 | -176,029,583 |
| Net cash generated used in financing activities [c] | -709,252,909 | -507,332,130 |
| Increase/(Decrease) in cash and cash equivalents [a+b+c] | 2,873,878,313 | -197,980,183 |
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 219,499,273 | 417,479,456 |
| NET CASH AND CASH EQUIVALENTS AT END OF YEAR | 3,093,377,586 | 219,499,273 |
(3) As required by CONSOB Resolution 15519 of 27 July 2006, the impact of related party transactions on Atlantia SpA's statement of cash flows is shown in the statement of cash flows, expressed in thousands of euros, on the following pages.
| of which related | of which related | |||||
|---|---|---|---|---|---|---|
| €000 | NOTE 31 December 2017 | party transactions | 31 December 2016 | party transactions |
||
| ASSETS | ||||||
| NON-CURRENT ASSETS | ||||||
| Property, plant and equipment | 5.1 | 6,762 | 7,074 | |||
| Property, plant and equipment | 1,772 | 330 | ||||
| Investment property | 4,990 | 6,744 | ||||
| Intangible assets | 5.2 | 220 | 222 | |||
| Investments | 5.3 | 9,698,937 | 10,807,963 | |||
| Non-current financial assets | 5.4 | 617,504 | 1,332,892 | |||
| Non-current derivative assets | 53,321 | 42,320 | ||||
| Other non-current financial assets | 564,183 | 540,203 | 1,290,572 | 1,289,634 | ||
| Other non-current assets | 5.5 | 31,913 | 214 | |||
| TOTAL NON-CURRENT ASSETS | 10,355,336 | 12,148,365 | ||||
| CURRENT ASSETS | ||||||
| Trading assets | 5.6 | 9,569 | 5,462 | |||
| Trade receivables | 9,569 | 8,153 | 5,462 | 4,327 | ||
| Cash and cash equivalents | 5.7 | 3,093,378 | 219,498 | |||
| Cash | 2,185,930 | 13,959 | ||||
| Cash equivalents | 900,000 | 500,000 | - | - | ||
| Intercompany current account receivables due from related parties | 7,448 | 7,448 | 205,539 | 205,539 | ||
| Current financial assets | 5.4 | 1,009,972 | 12,872 | |||
| Current portion of medium/long-term financial assets | 1,000,801 | 1,000,137 | 4,490 | 3,906 | ||
| Current derivative assets | 528 | - | ||||
| Other current financial assets | 8,643 | 8,522 | 8,382 | 8,306 | ||
| Current tax assets | 5.8 | 120,225 | 87,311 | 87,348 | 16,084 | |
| Other current assets | 5.9 | 1,135 | 759 | |||
| Non-current assets held for sale or related to discontinued operations | - | - | ||||
| TOTAL CURRENT ASSETS | 4,234,279 | 325,939 | ||||
| TOTAL ASSETS | 14,589,615 | 12,474,304 |

| €000 | NOTE 31 December 2017 | of which related party transactions |
31 December 2016 of which related party | transactions | |
|---|---|---|---|---|---|
| EQUITY AND LIABILITIES | |||||
| EQUITY | |||||
| Issued capital | 825,784 | 825,784 | |||
| Reserves and retained earnings | 8,590,376 | 8,470,237 | |||
| Treasury shares | -169,489 | -106,874 | |||
| Profit/(Loss) for the year net of interim dividends | 2,256,191 | 556,779 | |||
| TOTAL EQUITY 5.10 | 11,502,862 | 9,745,926 | |||
| NON-CURRENT LIABILITIES | |||||
| Non-current provisions | 5.11 | 644 | 599 | ||
| Non-current provisions for employee benefits | 644 | 599 | |||
| Non-current financial liabilities | 5.12 | 1,732,021 | 989,224 | ||
| Bond issues | 1,732,021 | 989,224 | |||
| Deferred tax liabilities | 5.13 | 13,285 | 12,695 | ||
| Other non-current liabilities | 5.14 | 5,715 | 1,442 | 2,445 | 951 |
| TOTAL NON-CURRENT LIABILITIES | 1,751,665 | 1,004,963 | |||
| CURRENT LIABILITIES | |||||
| Trading liabilities | 5.15 | 23,468 | 8,540 | ||
| Trade payables | 23,468 | 5,782 | 8,540 | 4,159 | |
| Current provisions | 5.11 | 1,624 | 1,731 | ||
| Current provisions for employee benefits | 157 | 124 | |||
| Other current provisions | 1,467 | 1,607 | |||
| Current financial liabilities | 5.12 | 1,134,994 | 1,606,841 | ||
| Short-term borrowings | 100,000 | 1,600,000 | |||
| Current portion of medium/long-term financial liabilities | 1,020,424 | 5,134 | |||
| Derivative liabilities | 14,040 | 528 | 1,120 | - | |
| Other current financial liabilities | 530 | 587 | |||
| Current tax liabilities | 5.8 | 151,641 | 51,714 | 80,966 | 80,966 |
| Other current liabilities | 5.16 | 23,361 | 12,053 | 25,337 | 14,792 |
| Liabliities related to discontinued operations | - | - | |||
| TOTAL CURRENT LIABILITIES | 1,335,088 | 1,723,415 | |||
| TOTAL LIABILITIES | 3,086,753 | 2,728,378 | |||
| TOTAL EQUITY AND LIABILITIES | 14,589,615 | 12,474,304 |
| €000 | NOTE | 2017 | of which related party transactions |
2016 | of which related party transactions |
|---|---|---|---|---|---|
| REVENUE | |||||
| Operating revenue | 6.1 | 2,876 | 2,117 | 2,170 | 1,893 |
| TOTAL REVENUE | 2,876 | 2,170 | |||
| COSTS | |||||
| Raw and consumable materials | 6.2 | -51 | -61 | ||
| Service costs | 6.3 | -22,414 | -2,924 | -12,326 | -2,158 |
| Staff costs | 6.4 | -24,451 | -2,737 | -21,429 | -4,294 |
| Other operating costs | 6.5 | -7,768 | -4,406 | ||
| Lease expense | -1,127 | -716 | -1,006 | -598 | |
| Other | -6,641 | -3,400 | |||
| Amortisation and depreciation | -354 | -468 | |||
| Depreciation of property, plant and equipment | 5.1 | -106 | -135 | ||
| Depreciation of investment property | 5.1 | -245 | -330 | ||
| Amortisation of intangible assets | 5.2 | -3 | -3 | ||
| TOTAL COSTS | -55,038 | -38,690 | |||
| OPERATING PROFIT/(LOSS) | -52,162 | -36,520 | |||
| Financial income | 2,955,851 | 1,440,007 | |||
| Dividends received from investees | 1,799,809 | 979,791 | |||
| Gains on sale of investments | 1,052,052 | - | |||
| Reversals of impairment losses on financial assets and investments | 11,824 | - | |||
| Other financial income | 92,166 | 73,341 | 460,216 | 360,149 | |
| Financial expenses | -131,115 | -485,740 | |||
| Financial expenses from discounting of provisions | -6 | -11 | |||
| Impairment losses on investments | -3,996 | -31,509 | |||
| Other financial expenses | -127,113 | -4,764 | -454,220 | -55,751 | |
| Foreign exchange gains/(losses) | -554 | 220 | |||
| FINANCIAL INCOME/(EXPENSES) | 6.6 | 2,824,182 | 954,487 | ||
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | 2,772,020 | 917,967 | |||
| Income tax (expense)/benefit | 6.7 | -49,710 | 1,263 | ||
| Current tax expense | -48,884 | -5,702 | |||
| Differences on tax expense for previous years | -893 | 6,746 | |||
| Deferred tax income and expense | 67 | 219 | |||
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | 2,722,310 | 919,230 | |||
| Profit/(Loss) from discontinued operations | - | - | |||
| PROFIT FOR THE YEAR | 2,722,310 | 919,230 | |||
| € | NOTE | 2017 | 2016 | ||
| Basic earnings per share | 6.8 | 3.33 | 1.12 | ||
| of which: | |||||
| - from continuing operations | 3.33 | 1.12 | |||
| - from discontinued operations | - | - |
| €000 | 2017 | 2016 | |
|---|---|---|---|
| Profit for the year | (A) | 2,722,310 | 919,230 |
| Fair value gains/(losses) on cash flow hedges | 2,224 | -2,483 | |
| Tax effect of fair value gains/(losses) on cash flow hedges | -657 | 743 | |
| Deferred tax effect of issuer substitution on cash flow hedges | - | 21,888 | |
| Other comprehensive income/(loss) reclassifiable to profit or loss for the year |
(B) | 1,567 | 20,148 |
| Gains/(losses) from actuarial valuations of provisions for employee benefits | -4 | -15 | |
| Tax effect of gains/(losses) from actuarial valuations of provisions for employee benefits |
- | 4 | |
| Other comprehensive income/(loss) for the year not reclassifiable to profit or loss |
(C) | - 4 |
-11 |
| Reclassification of the cash flow hedge reserve arising from issuer substitution | - | -71,418 | |
| Reclassifications of other components of comprehensive income to profit or loss for the year |
(D) | - | -71,418 |
| Total other comprehensive income/(loss) for the year | (E=B+C+D) | 1,563 | -51,281 |
| Comprehensive income for the year | (A+E) | 2,723,873 | 867,949 |
for the year ended 31 December 2017
| reserve - - - - - - - - - 2,987,182 Merger reserve Reserve for purchase of - - - -38,985 - - - - - 38,985 treasury shares - - - - - - - - 38,985 4,983,991 Extraordinary reserve - - - - - - - - - 261,410 reserve Legal - - - - - - - - - 154 premium Share reserve - - - - - - - - - 825,784 Issued capital Transfer of profit/(loss) for previous year to retained earnings Closure of the reserve for purchase of treasury shares Exercise/conversion/lapse of options/units Final dividend for 2015 (€0.480 per share) Owner transactions and other changes Interim dividend (€0.440 per share) Comprehensive income for the year Balance as at 31 December 2015 Purchase of treasury shares Share-based incentive plans Other minor changes Valuation €000 |
Cash flow hedge | actuarial gains and losses on Reserve for |
and retained Reserves |
Profit for the year after |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| post-employment benefits |
Contingent Value reserve for Restricted Rights |
reserves Other |
Retained earnings |
earnings | Treasury shares |
interim dividend payment of |
Total equity | ||||
| 55,801 | -458 | 18,456 | 77,163 | 94,783 | 8,517,467 | -38,985 | 404,064 | 9,708,330 | |||
| -51,270 | -11 | -51,281 | 919,230 | 867,949 | |||||||
| - | - | - | - | ||||||||
| - | - | - | - | - | - | - | -395,316 | -395,316 | |||
| - | - | - | - | 8,748 | 8,748 | - | -8,748 | - | |||
| - | - | - | - | - | - | - | - | - | |||
| - | - | - | - | - | - | - | -362,451 | -362,451 | |||
| - | - | - | - | - | - | -77,202 | - | -77,202 | |||
| - | -30 | - | - | 30 | - | - | - | - | |||
| - | - | - | 2,142 | - | 2,142 | - | - | 2,142 | |||
| - | - | - | -5,604 | 271 | -5,333 | 9,313 | - | 3,980 | |||
| - - - - - - Riclassification for options/units settled in cash |
- | - | - | -1,506 | - | -1,506 | - | - | -1,506 | ||
| 2,987,182 - 5,022,976 261,410 154 825,784 Balance as at 31 December 2016 |
4,531 | -499 | 18,456 | 72,195 | 103,832 | 8,470,237 | -106,874 | 556,779 | 9,745,926 | ||
| - | 1,567 | -4 | 1,563 | 2,722,310 | 2,723,873 | ||||||
| - - - - - Owner transactions and other changes Comprehensive income for the year |
- | - | - | - | - | ||||||
| - - - - - - Final dividend for 2016 (€0.530 per share) |
- | - | - | - | - | - | - | -433,012 | -433,012 | ||
| - - - - - - Transfer of profit/(loss) for previous year to retained earnings |
- | - | - | - | 123,767 | 123,767 | - | -123,767 | - | ||
| - - - - - - Interim dividend (€0.570 per share) |
- | - | - | - | - | - | - | -466,119 | -466,119 | ||
| - - - - - - Purchase of treasury shares |
- | - | - | - | - | - | -84,172 | - | -84,172 | ||
| Share-based incentive plans | |||||||||||
| - - - - - - Valuation |
- | - | - | 144 | - | 144 | - | - | 144 | ||
| - - - - - - Exercise/conversion/lapse of options/units |
- | - | - | -6,073 | 1,125 | -4,948 | 21,557 | - | 16,609 | ||
| - - - - - - Riclassification for options/units settled in cash |
- | - | - | -387 | - | -387 | - | - | -387 | ||
| 2,987,182 - 5,022,976 261,410 154 825,784 Balance as at 31 December 2017 |
6,098 | -503 | 18,456 | 65,879 | 228,724 | 8,590,376 | -169,489 | 2,256,191 | 11,502,862 |
| €000 | NOTE | 2017 of which related party transactions |
2016 of which related party transactions |
||
|---|---|---|---|---|---|
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | |||||
| Profit for the year | 2,722,310 | 919,230 | |||
| Adjusted by: | |||||
| Amortisation and depreciation | 354 | 468 | |||
| Operating change in provisions | 114 | 73 | |||
| Financial expenses from discounting of provisions | 6.6 | 6 | 11 | ||
| Impairment losses/(Reversal of impairment losses) on financial assets and investments | 6.6 | -7,828 | -11,824 | 31,439 | 21,089 |
| (Gains)/Losses on sale of non-current assets | 6.6 | -1,052,052 | - | ||
| Net change in deferred tax (assets)/liabilities through profit or loss | 6.7 | -67 | -219 | ||
| Other non-cash costs (income) | -749,982 | -763,539 | 3,316 | - | |
| Change in working capital and other changes | 45,722 | 104,833 | 35,078 | 106,245 | |
| Net cash generated from/(used in) operating activities [a] | 7.1 | 958,577 | 989,396 | ||
| CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | |||||
| Purchases of property, plant and equipment | 5.1 | -38 | - | ||
| Purchase of investments | -265,165 | -261,169 -1,998,487 | -1,988,865 | ||
| Proceeds from distribution of reserves by subsidiaries | 5.3 | 1,101,312 | - | ||
| Proceeds from sale of interests in investees | 2,091,164 | - | |||
| Net change in other non-current assets | -31,699 | 61 | |||
| Net change in current and non-current financial assets | -271,020 | -247,016 | 1,318,382 | 1,336,994 | |
| Net cash generated from/(used in) investing activities [b] | 7.1 | 2,624,554 | -680,044 | ||
| CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | |||||
| (Purchase)/Sale of treasury shares | 5.10 | -84,172 | -77,202 | ||
| Dividends paid | -899,153 | -757,507 | |||
| Proceeds from exercise of rights under share-based incentive plans | 5.10 | 16,609 | 3,980 | ||
| Issuance of bonds | 5.12 | 1,731,031 | - | ||
| Increase in short-term borrowings | 5.12 | 100,000 | 1,600,000 | ||
| Redemption of bonds | - | -1,100,572 | |||
| Net change in other current and non-current financial liabilities | -1,573,566 | 528 | -176,033 | - | |
| Net cash used in financing activities [c] | 7.1 | -709,251 | -507,334 | ||
| Increase/(Decrease) in cash and cash equivalents [a+b+c] | 2,873,880 | -197,982 | |||
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 219,498 | 417,480 | |||
| NET CASH AND CASH EQUIVALENTS AT END OF YEAR | 3,093,378 | 219,498 |
| €000 | NOTE 2017 |
2016 |
|---|---|---|
| Income taxes paid to/(refunded by) the tax authorities | 226,390 | 328,684 |
| Income taxes refunded by/(paid to) companies participating in tax consolidation | 214,410 | 328,040 |
| Interest and other financial income collected | 78,781 | 668,026 |
| Interest and other financial expenses paid | 82,119 | 637,161 |
| Dividends received | 1,044,739 | 979,791 |
| Foreign exchange gains collected | 174 | 818 |
| Foreign exchange losses incurred | 88 | 829 |
| €000 | NOTE | 2017 | 2016 |
|---|---|---|---|
| Net cash and cash equivalents at beginning of year | 219,498 | 417,480 | |
| Cash and cash equivalents | 5.7 | 219,498 | 417,480 |
| Net cash and cash equivalents at end of year | 3,093,378 | 219,498 | |
| Cash and cash equivalents | 5.7 | 3,093,378 | 219,498 |
Atlantia SpA (or the "Company") was formed in 2003. The Company's registered office is in Rome, at Via Nibby, 20. The Company does not have branch offices.
The duration of the Company is currently until 31 December 2050.
The Company, listed on the screen-based trading system (Mercato Telematico Azionario) operated by Borsa Italiana SpA, is a holding company with investments in companies whose business is the construction and operation of motorways, airports and transport infrastructure, parking areas and intermodal systems, or who engage in activities related to the management of motorway or airport traffic.
At the date of preparation of these consolidated financial statements Sintonia SpA is the shareholder that holds a relative majority of the issued capital of Atlantia SpA. Neither Sintonia SpA nor its direct parent, Edizione Srl, exercise management and coordination of Atlantia SpA.
These financial statements as at and for the year ended 31 December 2017 were approved by the Company's Board of Directors at its meeting of 23 March 2018.
Due to the fact that the Company has significant controlling interests in other companies, it also prepares Group consolidated financial statements that are presented together with the Company's separate financial statements.
The financial statements as at and for the year ended 31 December 2017 have been prepared on a going concern basis. They have been prepared in compliance with articles 2 and 4 of Legislative Decree 38/2005 and in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and endorsed by the European Commission. These standards reflect the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), in addition to previous International Accounting Standards (IAS) and interpretations issued by the Standard Interpretations Committee (SIC) and still in force. For the sake of simplicity, all the above standards and interpretations are hereinafter referred to as "IFRS".
Moreover, the measures introduced by the CONSOB, in application of paragraph 3 of article 9 of Legislative Decree 38/2005, relating to the preparation of financial statements, have also been taken into account.
The financial statements consist of the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and these notes, applying the historical cost convention, with the exception of those items that are required by IFRS to be recognised at fair value, as explained in the accounting policies for individual items described in note 3, "Accounting standards and policies applied". The statement of financial position is based on the format that separately discloses current and non-current assets and liabilities. The income statement is classified by nature of expense, whilst the statement of cash flows has been prepared in application of the indirect method. IFRS have been applied in accordance with the indications provided in the "Conceptual Framework for Financial Reporting", and no events have occurred that would require exemptions pursuant to paragraph 19 of IAS 1.
CONSOB Resolution 15519 of 27 July 2006 requires that, in addition to the specific requirements of IAS 1 and other IFRS, financial statements must, where material, include separate sub-items providing (i) disclosure of amounts deriving from related party transactions; and, with regard to the income statement, (ii) separate disclosure of income and expenses deriving from events and transactions that are non-recurring in nature, or transactions or events that do not occur on a frequent basis during the normal course of business.
As in 2016, no atypical or unusual transactions, having a material impact on the Company's income statement and statement of financial position, were entered into in 2017, either with third or related parties.
However, in 2017, the Company launched a voluntary public tender offer, in cash and/or shares (hereinafter also the "Offer"), for the entire issued capital of Abertis Infraestructuras, a Spanish-registered company whose shares are listed on Spain's regulated markets. The Offer has not yet come to a conclusion at the date of approval of these separate financial statements as at and for the year ended 31 December 2017 by Atlantia's Board of Directors. The Group has incurred certain expenses in preparing the Offer and these are described in note 4.3, "Voluntary public tender offer, in cash and/or shares for the entire issued capital of Abertis Infraestructuras". This note also illustrates the impact of the above transaction on the Group's results of operations and financial position, based on the assumption that Atlantia's Offer will come to a successful conclusion. The same note describes the eventual impact of a negative outcome to the Offer. On the other hand, an issuer substitution was completed in 2016, resulting in Autostrade per l'Italia taking Atlantia's place as the issuer of certain bonds entered into by the latter. Whilst this transaction had a significant impact on the financial position, it did not have an impact on the Company's results of operations for that year, as described in more detail in note 4.3, "Issuer substitution", in the separate financial statements as at and for the year ended 31 December 2016.
Amounts in the statement of financial position, income statement and statement of cash flows are shown in euros, whilst amounts in the statement of comprehensive income, the statement of changes in equity and these notes are shown in thousands of euros, unless otherwise indicated. With regard CONSOB Resolution 15519 of 27 July 2006 relating to the format for financial statements, a specific supplementary statement of financial position, income statement and statement of financial position in thousands of euros, showing material related party transactions and the impact of non-recurring transactions during the reporting period and in the comparative period, has been included.
The euro is both the Company's functional currency and its presentation currency.
Each item in the financial statements is compared with the corresponding amount for the previous year. Comparative amounts have not been either restated or reclassified with respect to those presented in the financial statements as at and for the year ended 31 December 2016, as there have not been any events, or significant amendments to the accounting standards applied, resulting in the need to adjust or reclassify prior year amounts.
A description follows of the more important accounting standards and policies employed by the Company for its financial statements as at and for the year ended 31 December 2017. These accounting standards and policies are consistent with those applied in preparation of the financial statements for the previous year, as no new standards, interpretations, or amendments to existing standards became effective in 2017 having a material effect on the Company's separate financial statements.
It should be noted that the following new standards and interpretations and/or amendments to existing standards were applicable from 1 January 2017:
Property, plant and equipment, including items acquired under finance leases, are stated at purchase cost. Cost includes expenditure that is directly attributable to the acquisition of the items and financial expenses incurred during construction of the asset. As permitted by IFRS 1, assets acquired through business combinations prior to 1 January 2004 are stated at previous amounts, as determined under Italian GAAP for those business combinations and representing deemed cost.
The cost of assets with finite useful lives is systematically depreciated on a straight-line basis applying rates that represent the expected useful life of the asset. Each component of an asset with a cost that is significant in relation to the total cost of the item, and that has a different useful life, is accounted for separately. Land, whether free of constructions or annexed to civil and industrial buildings, is not depreciated as it has an indefinite useful life.
Investment property, which is held to earn rentals or for capital appreciation, or both, is recognised at cost measured in the same manner as property, plant and equipment. The relevant fair value of such assets has also been disclosed.
The annual rates of depreciation applied to "Property, plant and equipment" and "Investment property" in 2017 are shown in the table below by asset class.
| Property, plant and equipment | Rate of depreciation |
|---|---|
| Buildings | 3% |
| Industrial and business equipment | 20% |
| Other assets | 12% |
Property, plant and equipment is tested for impairment, as described in the relevant note, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Property, plant and equipment is derecognised on disposal. Any gains or losses (determined as the difference between disposal proceeds, less costs to sell, and the carrying amount of the asset) are recognised in profit or loss in the period in which the asset is sold.
Intangible assets are identifiable assets without physical substance, controlled by the entity and from which future economic benefits are expected to flow, and purchased goodwill. Identifiable intangible assets are those purchased assets that, unlike goodwill, can be separately distinguished. This requirement is generally satisfied when the intangible asset: (i) arises from a legal or contractual right, or (ii) is separable, meaning that it may be

sold, transferred, licensed or exchanged, either individually or as an integral part of other assets. The asset is controlled by the entity if the entity has the power to obtain future economic benefits from the asset and can limit access to it by others.
Internally developed assets are recognised as assets to the extent that: (i) the cost of the asset can be measured reliably; (ii) the Company has the intention, the available financial resources and the technical expertise to complete the asset and either use or sell it; (iii) the Company is able to demonstrate that the asset is capable of generating future economic benefits.
Intangible assets are recognised at cost, measured in the same manner as property, plant and equipment, provided that the assets can be identified and their cost reliably determined, are under the entity's control and are able to generate future economic benefits.
Amortisation of intangible assets with finite useful lives begins when the asset is ready for use and is based on remaining economic benefits to be obtained in relation to their residual useful lives. The annual rate of amortisation used in 2017 is 1.01%.
Intangible assets are tested for impairment, as described below in the note on "Impairment of assets and reversals (impairment testing)", whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.
Gains and losses deriving from the disposal of an intangible asset are determined as the difference between the disposal proceeds, less costs to sell, and the carrying amount of the asset and are recognised as income or expense in the income statement at the time of the disposal.
Acquisitions of companies or business units are accounted for using the acquisition method, as required by IFRS 3. For this purpose, the identifiable assets acquired and liabilities assumed through business combinations are measured at their respective fair values at the acquisition date. The cost of an acquisition is measured as the fair value, at the date of exchange, of the assets acquired, liabilities assumed and any equity instruments issued by the Company in exchange for control of the acquired entity. Ancillary costs directly attributable to the business combination are recognized in the income statement when incurred Goodwill is initially measured as the positive difference between the acquisition cost, plus the fair value at the acquisition date of any previous non-controlling interests held in the acquiree, and the fair value of net assets acquired.
The goodwill, as measured on the date of acquisition, is allocated to each of the substantially independent cash generating units expected to benefit from the synergies of the business combination.
A negative difference between the cost of the acquisition and the fair value of the net assets acquired is recognised as income in profit or loss in the year of acquisition.
Goodwill on acquisitions of non-controlling interests is included in the carrying amount of the relevant investments.
If the Company is not in possession of all the information necessary to determine the fair value of the assets acquired and the liabilities assumed, these are recognised on a provisional basis in the year in which the business combination is completed and retrospectively adjusted within twelve months of the acquisition date.
After initial recognition, goodwill is no longer amortised and is carried at cost less any accumulated impairment losses, determined as described in the note on impairment testing.
IFRS 3 was not applied retrospectively to acquisitions prior to 1 January 2004. As a result, the carrying amount of goodwill on these acquisitions is that determined under Italian GAAP, which is the net carrying amount at this date, subject to impairment testing and the recognition of any impairment losses.
Investments in subsidiaries, associates and joint ventures are accounted for at cost and include any directly attributable transaction costs. Impairment losses are identified in accordance with IAS 36, as described below in the note on "Impairment of assets and reversals (impairment testing)". The impairment is reversed in the event the circumstances giving rise to the impairment cease to exist; the reversal may not exceed the original carrying amount of the investment. Provisions are made to cover any losses of an associate or joint venture exceeding the carrying amount of the investment, to the extent that the shareholder is required to comply with actual or constructive obligations to cover such losses.
Investments in other companies, which qualify as available-for-sale financial instruments, as defined by IAS 39, are initially accounted for at cost at the settlement date, in that this represents fair value, including any directly attributable transaction costs. After initial recognition, these investments are measured at fair value, to the extent reliably determinable, through other comprehensive income and hence in a specific equity reserve. On realisation or recognition of an impairment loss in the income statement, the accumulated gains and losses in that reserve are taken to the income statement.
Impairment losses, identified as described below in the note on "Impairment of assets and reversals (impairment testing)", are reversed to other comprehensive income in the event the circumstances giving rise to the impairment cease to exist.
When fair value cannot be reliably determined, investments classified as available-for-sale financial instruments are measured at cost less any impairment losses. In this case, impairment losses may not be reversed.
Acquisitions or disposals of companies and/or business units between companies belonging to the Atlantia Group (entities or businesses under common control) are treated, in accordance with IAS 1 and IAS 8, on the basis of their economic substance, with confirmation of the fact that the purchase consideration is determined on the basis of fair value and that added value is generated for all the parties involved, resulting in significant measurable changes in the cash flows generated by the investments transferred before and after the transaction. In this regard:
Receivables are initially recognised at the fair value of the underlying asset, after any directly attributable transaction proceeds, and subsequently measured at amortised cost, using the effective interest method, less any allowance for bad debts. The amount of the allowance is based on the present value of expected future cash flows. These cash flows take account of expected collection times, estimated realisable value, any guarantees received, and the expected costs of recovering amounts due.
Impairment losses are reversed in future periods if the circumstances that resulted in the loss no longer exist. In this case, the reversal is accounted for in the income statement and may not in any event exceed the amortised cost of the receivable had no previous impairment losses been recognised.
Payables are initially accounted for at the fair value of the underlying liability, after any directly attributable transaction costs. After initial recognition, payables are recognised at amortised cost, using the effective interest method.
Trade receivables and payables, which are subject to normal commercial terms and conditions, are not discounted to present value.
Cash and cash equivalents are recognised at face value. They include highly liquid demand deposits or very short-term instruments of excellent quality, which are subject to an insignificant risk of changes in value.
All derivative financial instruments are recognised at fair value at the end of the year.
As required by IAS 39, derivatives are designated as hedging instruments when the relationship between the derivative and the hedged item is formally documented and the periodically assessed effectiveness of the hedge is high and ranges between 80% and 125%.
Changes in the fair value of cash flow hedges hedging assets and liabilities (including those that are pending and highly likely to arise in the future) are recognised in the statement of comprehensive income. The gain or loss relating to the ineffective portion is recognised in profit or loss.
Changes in the fair value of derivatives serving as fair value hedges are recognised in profit or loss.
Analogously, the hedged assets and liabilities are restated at fair value through profit or loss.
Changes in the fair value of derivative instruments that do not qualify for hedge accounting under IAS 39 are recognised in profit or loss.
Financial assets that the Company intends and is able to hold to maturity and other financial liabilities are recognised at the fair value of the purchase consideration at the settlement date, with assets being increased and liabilities being reduced by transaction costs directly attributable to the purchase of assets or issuance of financial liabilities. After initial recognition, financial assets are measured at amortised cost using the original effective interest method.
Financial assets and liabilities are derecognised when, following their sale or settlement, the Company is no longer involved in their management and has transferred all risks and rewards of ownership.
If there is a modification of one or more terms of an existing financial instrument (including as a result of its novation), it is necessary to conduct a qualitative and quantitative analysis in order to assess whether or not the modification is substantial with respect to the existing terms. In the event of non-substantial modifications, the instrument continues to be accounted for at the previously recognised amortised cost, and the instrument's effective interest rate is remeasured on a prospective basis. If the modifications are substantial, the existing instrument is derecognised and the fair value of the new instrument is recognised, with the related difference recognised in profit or loss.
Financial assets held for trading are recognised and measured at fair value through profit or loss. Other categories of financial assets classified as available-for-sale financial instruments are recognised and measured at fair value through comprehensive income and, consequently, in a specific equity reserve. The financial instruments in these categories have, to date, never been reclassified.
For all transactions or balances (financial or non-financial) for which an accounting standard requires or permits fair value measurement and which falls within the application of IFRS 13, the Company applies the following criteria:
e) determination of the fair value of assets, based on the price that would be received to sell an asset, and of liabilities and equity instruments, based on the price paid to transfer a liability in an orderly transaction between market participants at the measurement date;
Separate financial statements as at and for the year ended 31 December 2017
f) inclusion of non-performance risk in the measurement of assets and liabilities and above all, in the case of financial instruments, determination of a valuation adjustment when measuring fair value to include, in addition to counterparty risk (CVA – credit valuation adjustment), the own credit risk (DVA - debit valuation adjustment).
Based on the inputs used for fair value measurement, a fair value hierarchy for classifying the assets and liabilities measured at fair value, or the fair value of which is disclosed in the financial statements, has been identified:
Definitions of the fair value hierarchy level in which individual financial instruments measured at fair value have been classified, or for which the fair value is disclosed in the financial statements, are provided in the notes to individual components of the financial statements.
There are no assets or liabilities classifiable in level 3 of the fair value hierarchy.
No transfers between the various levels of the fair value hierarchy took place during the year.
The fair value of derivative financial instruments is based on expected cash flows that are discounted at rates derived from the market yield curve at the measurement date and the curve for listed credit default swaps entered into by the counterparty and the Company, to include the non-performance risk explicitly provided for by IFRS 13.
In the case of medium/long-term financial instruments, other than derivatives, where market prices are not available, the fair value is determined by discounting expected cash flows, using the market yield curve at the measurement date and taking into account counterparty risk in the case of financial assets and own credit risk in the case of financial liabilities.
Treasury shares are recognised at cost and accounted for as a reduction in equity. The impact of any subsequent sales is recognised in equity.
Provisions are made when: (i) the Company has a present (actual or constructive) obligation as a result of a past event; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the related amount has been reliably estimated.
Provisions are measured on the basis of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the discount to present value is material, provisions are determined by discounting future expected cash flows to their present value using a discount rate used that reflects current market assessments of the time value of money. Subsequent to the computation of present value, the increase in provisions over time is recognised as a financial expense.
Short-term employee benefits, provided during the period of employment, are accounted for at the accrued liability at the end of the reporting period.
Liabilities deriving from other medium/long-term employee benefits are recognised in the vesting period, less any plan assets and advance payments made. They are determined on the basis of actuarial assumptions, if material, and recognised on an accruals basis in line with the period of service necessary to obtain the benefit. Post-employment benefits in the form of defined contribution plans are recognised at the amount accrued at the end of the reporting period.
Post-employment benefits in the form of defined benefit plans are recognised in the vesting period, less any plan assets and advance payments made. Such defined benefit plans primarily regard the obligation as determined on the basis of actuarial assumptions and recognised on an accruals basis in line with the period of service necessary to obtain the benefit. The obligation is calculated by independent actuaries. Any resulting actuarial gain or loss is recognised in full in other comprehensive income in the period to which it relates.
Where the carrying amount of non-current assets held for sale, or of assets and liabilities included in disposal groups and/or related to discontinued operations is to be recovered primarily through sale rather than through continued use, these items are presented separately in the statement of financial position.
Immediately prior to being classified as held for sale, the above assets and liabilities are recognised under the specific IFRS applicable to each asset and liability, and subsequently accounted for at the lower of the carrying amount and estimated fair value. Any impairment losses are recognised immediately in the income statement. Non-current assets held for sale or for distribution to shareholders and discontinued or discontinuing operations (including investments) are classifiable as "discontinued operations" provided the following conditions are met:
After tax gains and losses resulting from the management or sale of such operations are recognised as one amount in profit or loss with comparatives.
Revenue is recognised when the fair value can be reliably measured and it is probable that the economic benefits associated with the transactions will flow to the Company. Depending on the type of transaction, revenue is recognised on the basis of the following specific criteria:
Income taxes are recognised on the basis of a realistic estimate of tax expense to be paid, in compliance with the regulations in force.
Deferred tax assets and liabilities are determined on the basis of temporary differences between the carrying amounts of assets and liabilities as in the Company's books (resulting from application of the accounting policies described) and the corresponding tax bases (resulting from application of the tax regulations in force in the country relevant to each subsidiary), as follows:
Separate financial statements as at and for the year ended 31 December 2017
a) deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available against which the asset can be utilised;
Atlantia operates a tax consolidation arrangement, on the basis of Legislative Decree 344/2003. The current tax assets and liabilities for IRES of the companies included in the consolidation are reported as current tax assets and liabilities, with recognition of a matching receivable or payable due from or to the subsidiary, in connection with the transfer of funds to be carried out as a result of the tax consolidation. Relations between the companies are regulated by a specific contract. This contract establishes that participation in the tax consolidation arrangement may not, under any circumstances, result in economic or financial disadvantages for the participating companies compared with the situation that would have arisen had they not participated in the arrangement. Should such disadvantages arise, they are to be offset by a corresponding indemnity to be paid to the participating companies concerned.
The cost of services provided by directors and/or employees remunerated through share-based incentive plans, and settled through the award of financial instruments, where the Company has an obligation to settle the transaction, is based on the fair value of the rights at the grant date. Fair value is computed using actuarial assumptions and with reference to all characteristics, at the grant date (vesting period, any consideration due and conditions of exercise, etc.), of the rights and the plan's underlying securities. The obligation is determined by independent actuaries.
The cost of these plans is recognised in profit or loss, with a contra-entry in equity, over the vesting period, based on a best estimate of the number of options that will vest. In the event that the beneficiaries are directors and employees of subsidiaries, the cost is recorded as an increase in the value of the related investment. The cost of any services provided by Directors and/or employees and remunerated through share-based payments, but settled in cash, where the Company has an obligation to settle the transaction, is instead measured at the fair value of the liability assumed and recognised in profit or loss. A contra entry is made in liabilities, over the vesting period, based on a best estimate of the number of options that will vest. Fair value is remeasured at the end of each reporting period until such time as the liability is settled, with any changes recognised in profit or loss. If the beneficiaries are the directors or employees of subsidiaries, where the Company has an obligation to settle the transaction, the cost is recognised as an increase in the value of the investment.
At the end of the reporting period, the Company tests property, plant and equipment, intangible assets, financial assets and investments for impairment.
If there are indications that these assets have been impaired, the recoverable amounts of such assets are estimated in order to verify and eventually measure the amount of the impairment loss. Irrespective of whether there is an indication of impairment, intangible assets with indefinite lives and those which are not yet available for use are tested for impairment at least annually, or more frequently, if an event has occurred or there has been a change in circumstances that could cause an impairment.
If it is not possible to estimate the recoverable amounts of individual assets, the recoverable amount of the cash-generating unit to which a particular asset belongs is estimated (Cash Generating Unit – CGU). This entails estimating the recoverable amount of the asset (represented by the higher of the asset's fair value less costs to sell and its value in use) and comparing it with the carrying amount. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. In calculating value in use, expected future pre-tax cash flow is discounted using a pre-tax rate that
reflects current market assessments of the cost of capital which embodies the time value of money and the risks specific to the business.
In contrast, in estimating the future cash flow of a CGU, the Company uses after-tax cash flows and discount rates that produce results that are substantially equivalent to those resulting from a pre-tax computation. Impairments are recognised in profit or loss and classified in various ways depending on the nature of the impaired asset.
If there are indications, at the end of the reporting period, that an impairment loss recognised in previous years has been reduced, in full or in part, the recoverability of the carrying amount is tested and any reversal of the impairment loss determined. The reversal may under no circumstances exceed the amount of the impairment loss previously recognised. Losses are reversed if the circumstances that resulted in the loss no longer exist, provided that the reversal does not exceed the cumulative impairment losses previously recognised, unless the impairment loss relates to goodwill and investments measured at cost, where the related fair value cannot be reliably determined. In this case, the impairment may not be reversed.
Preparation of financial statements in compliance with IFRS involves the use of estimates and judgements, which are reflected in the measurement of the carrying amounts of assets and liabilities and in the disclosures provided in the notes to the financial statements, including contingent assets and liabilities at the end of the reporting period. These estimates are primarily used in determining amortisation and depreciation, impairment testing of assets (including the measurement of receivables), provisions, employee benefits, the fair value of financial assets and liabilities, and current and deferred tax assets and liabilities.
The amounts subsequently recognised may, therefore, differ from these estimates. Moreover, these estimates and judgements are periodically reviewed and updated, and the resulting effects of each change immediately recognised in the financial statements.
Transactions in currencies other than the functional currency are recognised by application of the exchange rate at the transaction date. Assets and liabilities denominated in currencies other than the functional currency are, subsequently, remeasured by application of the exchange rate at the end of the reporting period. Any exchange differences on remeasurement are recognised in the income statement. Non-monetary assets and liabilities denominated in foreign currencies and recognised at historical cost or fair value are translated using the exchange rate at the date of initial recognition.
Basic earnings per share is computed by dividing profit by the weighted average number of shares outstanding during the accounting period.
Diluted earnings per share is computed by dividing profit attributable to owners of the parent by the above weighted average, also taking into account the effects deriving from the subscription, exercise or conversion of all potential shares that may be issued as a result of the exercise of any outstanding rights.
As required by IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors", this section describes new accounting standards and interpretations, and amendments of existing standards and interpretations that are already applicable, that have yet to come into effect at the reporting date and that may in the future be applied in the Company's financial statements:
| Name of document | Effective date of IASB document |
Date of EU endorsement |
|---|---|---|
| New accounting standards and interpretations | ||
| IFRS 9 – Financial Instruments | 1 January 2018 | November 2016 |
| IFRS 15 – Revenue from Contracts with Customers | 1 January 2018 | September 2016 |
| IFRS 16 – Leases | 1 January 2019 | October 2017 |
| Amendments to existing standards and interpretations | ||
| Amendments to IFRS 2 – Share-based Payment | 1 January 2018 | Not endorsed |
| Annual Improvements to IFRSs: 2014 – 2016 | 1 January 2017 - 2018 | February 2018 |
| Annual Improvements to IFRSs: 2015 – 2017 | 1 January 2019 | Not endorsed |
In July 2014, the IASB published the final version of IFRS 9, the standard created to replace the existing IAS 39 for the classification and measurement of financial instruments.
The standard introduces new rules for the classification and measurement of financial instruments, a new impairment model for financial assets and a new hedge accounting model.
IFRS 9 envisages a single approach for the assessment and classification of all financial assets, including those containing embedded derivatives. The classification and related measurement is driven by both the business model in which the financial asset is held and the contractual cash flow characteristics of the asset.
The financial asset is measured at amortised cost subject to both of the following conditions:
The financial asset is measured at fair value, with any changes recognised in comprehensive income, if the objectives of the business model are to hold the financial asset to collect the contractual cash flows, or to sell it.
Finally, the standard envisages a residual category of financial asset measured at fair value through profit or loss, which includes assets held for trading.
A financial asset meeting the conditions to be classified and measured at amortised cost may, on initial recognition, be designated as a financial asset at fair value through profit or loss, to the extent that this accounting treatment would eliminate or significantly reduce a measurement or recognition inconsistency (sometimes referred to as an 'accounting mismatch') that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.
In addition, the new standard provides that an entity may, with respect to investments in equity instruments, which consequently may not be carried and measured at amortised cost unless such instruments are shares that
are not held for trading but rather for strategic reasons, make an irrevocable election on initial recognition to present changes in the fair value in comprehensive income.
The new IFRS 9, on the other hand, has confirmed the provisions of IAS 39 for financial liabilities including the relative measurement at amortised cost or, in specific circumstances, at fair value through profit or loss. As a result of the amendment approved on 12 October 2017 (and effective from 1 January 2019), it has been specified that:
The requirements of IAS 39 that have been changed are primarily:
IFRS 9 has defined a new impairment model for financial assets, with the objective of providing the users of financial statements with more useful information about an entity's expected losses. The model requires an entity to recognise expected credit losses at all times and to update the amount of expected losses recognised at each reporting date to reflect changes in the credit risk of the financial instruments. It is, therefore, no longer necessary to wait for a particular evidence of a trigger event before testing for impairment and recognition of a credit loss.
All financial instruments must be tested for impairment, with the exception of those measured at fair value through profit or loss.
The most important changes introduced by IFRS 9 regard:
e) the possibility of "rebalancing" an existing hedge where the risk management objectives continue to be valid.
Separate financial statements as at and for the year ended 31 December 2017
IFRS 15 replaces the previous IAS 18, in addition to IAS 11, regarding contract work, and the related interpretations, IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31.
IFRS 15 establishes the standards to follow in recognising revenue from contracts with customers, with the exception of contracts falling within the scope of application of standards governing leases, insurance contracts and financial instruments.
The new standard provides an overall framework for identifying the timing and amount of revenue to be recognised in the financial statements. Under the new standard, the entity must analyse the contract and the related accounting effects using the following steps:
The amount recognised as revenue by an entity must, therefore, reflect the consideration to which the entity is entitled in exchange for goods transferred to the customer and/or services rendered. This revenue is to be recognised when the entity has satisfied its performance obligations under the contract.
In addition, in recognising revenue, the standard stresses the need to assess the likelihood of obtaining/collecting the economic benefits linked to the proceeds. In the case of contract work in progress, currently governed by IAS 11, the new standard introduces the requirement to recognise revenue taking into account the effect of discounting to present value resulting from the deferral of collections over time.
If it is not possible to retrospectively apply the new standard, a modified approach can be used upon first-time adoption. Under this approach, the effects of application of the new standard must be recognised in opening equity at the beginning of the reporting period of first-time adoption.
On 13 January 2016, the IASB published the final version of the new accounting standard regarding the accounting treatment for finance leases. This new standard replaces IAS 17, IFRIC 4, SIC 15 and SIC 27, and its adoption, subject to endorsement by the European Union, is required from 1 January 2019. Earlier application is permitted if IFRS 15 – Revenue from Contracts with Customers has been applied.
The new accounting standard provides a single lessee accounting model for both operating and finance leases. IFRS 16 requires the lessee to recognise the leased assets in its statement of financial position, with the assets recognised and classified as a right-of-use asset (thus, in intangible assets), regardless of the nature of the leased asset, to be amortised over the life of the right. On initial recognition, the lessee recognises the right-ofuse asset and the related lease liability, based on the present value of the minimum lease payments payable over the lease term. IFRS 16 also clarifies that a lessor, with regard to contracts that contain a lease component, must separate the lease components (to which IFRS 16 applies) from the non-lease components, to which other IFRS are applicable.
Application of the new method of presentation is not required, in terms of significance for the lessee, when the lease term is 12 months or less or the underlying asset has a low value.
In terms of the lessor, the alternative accounting models for finance or operating leases continue to be substantially applicable, depending on the nature of the contract, as currently governed by IAS 17. As a result, it will be necessary to recognise the receivable (if a finance lease) or the fixed asset (if an operating lease).
On 20 June 2016, the IASB published a number of amendments to IFRS 2 in order to clarify the method of accounting for cash-settled share-based payments linked to performance indicators, the classification of sharebased payments settled net of tax withholdings and the method of accounting in the event of modification of share-based payment transactions from cash-settled to equity-settled.
On 8 December 2016, the IASB published its "Annual Improvements to IFRSs: 2014 – 2016 cycle".
The principal amendments that could be relevant to the Group regard IFRS 12 – Disclosure of Interest in Other Entities. The document clarifies the scope of the standard, specifying that the disclosures required by the standard, with the exception of those in paragraphs B10-B16, also apply to investments in other entities held for sale, held for distribution or as discontinued operations in accordance with IFRS 5.
On 12 December 2017, the IASB published its "Annual Improvements to IFRSs: 2015 – 2017 cycle", introducing amendments to a number of standards as part of its annual improvements process. The principal amendments that could be relevant to the Company regard:
The Company is currently evaluating the effects of the future application of newly issued standards, as well as of revisions and amendments to existing standards. These effects cannot currently be reasonably estimated, with the exception of IFRS 9, IFRS 15 and IFRS 16, to which the following applies.
With regard to the new standard, IFRS 9, the Company has proceeded with an assessment of the potential impact of application of the standard, with reference to the principal financial statement items that may be affected, consisting of financial assets (loans and securities), financial liabilities and derivative financial instruments. The impact of the procedures required by the new standard on the above items has been analysed and, as a result of the tests and evaluations conducted, it is not expected to have a material impact on the Company's financial statements.
With reference to IFRS 15, the Company has substantially completed its assessment of the applicability of the new standard to the various types of existing contracts, and the potential operational and accounting effects. Based on the analyses and evaluations conducted, the adoption of IFRS 15 is not expected to have a material impact on the Company's financial statements.
The Company has also assessed the potential impact of the introduction of IFRS 16. The Company is not a party to significant lease arrangements as a lessee. In addition, with regard to arrangements in which the Company is the lessor, IFRS 16 has not introduced changes to the accounting treatment of lease arrangements by lessors, compared with the requirements of IAS 17. As a result, introduction of the new standard is not currently expected to have a material impact.
To complete the restructuring of the Atlantia Group previously described in note 4.1, "Restructuring of the Group", in the financial statements as at and for the year ended 31 December 2016, which provides further details, the General Meeting of Autostrade per l'Italia's shareholders held on 25 January 2017 approved the distribution, to Atlantia, of a special dividend in kind, using available equity reserves of €755 million, via the transfer of Autostrade per l'Italia's entire interests in Autostrade dell'Atlantico and Autostrade Indian Infrastructure Development, amounting to €754 million and €1 million, respectively, and with effect from 1 and 22 March 2017, respectively.
As a matching entry to the above investments, the Company has recognised dividends in its income statement and the related current tax expense of €21 million.
These transactions are classifiable as transactions under common. As the transaction was based on the related carrying amounts, as above, and represents a mere restructuring, without generating added value for any of the parties involved, the Company has not recognised any increase or reduction in the value of its investment in Autostrade per l'Italia.
In addition, on 21 April 2017, the Annual General Meeting of Autostrade per l'Italia's shareholders approved the distribution of a portion of the subsidiary's available reserves, by transferring the amount of €1,101 million from the "Reserve for transactions under common control". This distribution was recognised by the Company as a reduction in the value of its investment in Autostrade per l'Italia (recognising the related current tax expense of €13 million in the income statement). This is in keeping with the accounting treatment used in the financial statements for the year ended 31 December 2016 in relation to the acquisition, from the same subsidiary, of investments in Telepass and Stalexport Autostrady, which gave rise to an increase of €1,101 million in the above "Reserve for transactions under common control".
On 27 April 2017, the Company's Board of Directors approved the sale of a 5% interest in Autostrade per l'Italia to Appia Investments (a company owned by Allianz, EDF Invest and DIF) and the sale of a further 5% interest in the subsidiary to Silk Road Fund.
Appia Investments was also granted a call option on a further 2.5% interest in Autostrade per l'Italia on the same terms and conditions. This was exercised on completion of the transaction on 26 July 2017, resulting in the sale of a further 1.94% interest. In return for the sale of this non-controlling interest, accounted for at a carrying amount of €723 million, the Company received a consideration of €1,733 million, realising a gain of €1,010 million (before the related taxation of €19 million).
As previously described in more detail in "Other information" in the Report on Operations, in 2017, Atlantia launched a voluntary public tender offer for the shares of Abertis (hereinafter the "Offer"). In view of the competing offer launched by Hochtief and the subsequent agreement entered into by Atlantia, Hochtief and ACS, Actividades de Construccion y Servicios ("ACS"), at the date of approval, by the Board of Directors, of these consolidated financial statements as at and for the year ended 31
December 2017, there is objective uncertainty regarding the future progress and outcome of the Offer. The effects of the transactions entered into in connection with the Offer have, therefore, been recognised in these consolidated financial statements, on the assumption that the Offer will result in Atlantia's acquisition of control of Abertis Infraestructuras.
In particular:
In addition, in order to comply with Spanish takeover law, three leading banks have provided bank guarantees, presented to the CNMV to cover the cash amount payable in accordance with the structure of the Offer. These amount to €14.7 billion.
As a result of above financing, the Company recognised the following in 2017:
Should, therefore, the outcome of Atlantia's Offer not be in the Company's favour, the above assets (€32 million recognised in "Other non-current assets" and €23 million in "Other non-current financial assets") accounted for in the financial statements as at and for the year ended 31 December 2017 will be derecognised, with a contra entry in the income statement and the recognition of financial income (amounting to €14 million) as a result of reversal of the fair value losses on the above derivative financial instruments recognised as at 31 December 2017.
Should, however, the transaction be completed, on the terms set out in the agreement entered into by Atlantia, Hochtief and ACS, described in "Other information" in the Report on Operations, the
accounting effects linked to the above financial assets and liabilities will only be determinable once the final agreements between the parties have been concluded and the transaction completed.
The following notes provide information on items in the statement of financial position as at 31 December 2017. Comparative amounts as at 31 December 2016 are shown in brackets. Details of items in the consolidated statement of financial position deriving from related party transactions are provided in note 8.2, "Related party transactions".
The following table provides details of property, plant and equipment at the beginning and end of the period, showing the original cost and accumulated depreciation at the end of the period.
| 31 December 2017 | 31 December 2016 | |||||
|---|---|---|---|---|---|---|
| Cost | Accumulated depreciation |
Carrying amount |
Cost | Accumulated depreciation |
Carrying amount |
|
| Property, plant and equipment | 5,798 | -4,026 | 1,772 | 4,074 | -3,744 | 330 |
| Investment property | 10,439 | -5,449 | 4,990 | 12,126 | -5,382 | 6,744 |
| Total property, plant and equipment |
16,237 | -9,475 | 6,762 | 16,200 | -9,126 | 7,074 |
| €000 | 31 December 2017 | 31 December 2016 | |||||
|---|---|---|---|---|---|---|---|
| Cost | Accumulated depreciation |
Carrying amount |
Cost | Accumulated depreciation |
Carrying amount |
||
| Property, plant and equipment | 5,798 | -4,026 | 1,772 | 4,074 | -3,744 | 330 | |
| Investment property | 10,439 | -5,449 | 4,990 | 12,126 | -5,382 | 6,744 | |
| Total property, plant and equipment |
16,237 | -9,475 | 6,762 | 16,200 | -9,126 | 7,074 | |
| The following table shows amounts for the various categories of property, plant and equipment at the beginning and end of the period, and changes in the carrying amounts. |
|||||||
| Carrying amount | Reclassifications | Carrying amount | |||||
| €000 | as at 31 | Additions | Depreciation | and other | as at 31 | ||
| December 2016 | adjustments | December 2017 | |||||
| Property, plant and equipment | |||||||
| Land | 3 9 |
- | - | - | 3 9 |
||
| Buildings | 206 | - | -79 | 1,509 | 1,636 | ||
| Industrial and business equipment | 6 1 |
- | -13 | - | 4 8 |
||
| Other assets | 2 4 |
3 8 |
-14 | 1 | 4 9 |
||
| Total | 330 | 3 8 |
-106 | 1,510 | 1,772 | ||
| Investment property | |||||||
| Land | 1,124 | - | - | - | 1,124 | ||
| Buildings | 5,620 | - | -245 | -1,509 | 3,866 | ||
| Total | 6,744 | - | -245 | -1,509 | 4,990 | ||
| Total property, plant and equipment | 7,074 | 3 8 |
-351 | 1 | 6,762 | ||
| The reduction of €312 thousand in the carrying amount of property, plant and equipment compared with 31 December in 2016 essentially reflects depreciation for the year. "Investment property" essentially includes buildings and land owned by the Company and leased to other Group companies. The total fair value of these assets is estimated to total €12 million based on |
independent appraisals and information on property markets relevant to these types of investment property. This amount is higher than the related carrying amount.
Investment property generated rental income of €704 thousand in 2017, whilst direct maintenance and management costs totalled €155 thousand.
There were no changes in the expected useful lives of these assets during 2016.
Property, plant and equipment as at 31 December 2017 is free of mortgages, liens or other collateral guarantees restricting use.
The following table provides details of intangible assets at the beginning and end of the period, showing the original cost and accumulated amortisation at the end of the period.
| €000 | 31 December 2017 | 31 December 2016 | ||||
|---|---|---|---|---|---|---|
| Cost | Accumulated amortisation |
Carrying amount |
Cost | Accumulated amortisation |
Carrying amount |
|
| Building rights | 262 | -42 | 220 | 262 | -40 | 222 |
| Intangible assets | 262 | -42 | 220 | 262 | -40 | 222 |
Intangible assets, whose carrying amount is in line with the figure for 31 December 2016, consist solely of building rights for land owned by the Municipality of Florence, which are amortised over the term of the rights.
The following tables show:
| 31 December 2016 | CHANGES DURING THE YEAR | 31 December 2017 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost | Impairments | ||||||||||||
| €000 | Cost | Accumulated (impairments) |
Carrying amount |
New acquisitions and additions for consideration or of another nature |
Sales | Decrease due to liquidation |
reductions Other |
to share-based Increases due payment plans |
translation differences Currency |
(Increases)/ Decreases |
Cost | Accumulated (impairments) |
Carrying amount |
| Autostrade per l'Italia SpA | |||||||||||||
| Aeroporti di Roma SpA | 7,154,910 | - - |
7,154,910 | - | -722,744 | - - - |
- -1,101,312 |
2,086 | - - |
- - |
5,332,940 | - - |
5,332,940 |
| Autostrade dell'Atlantico Srl | 2,815,071 | - - |
- 2,815,071 |
96,653 754,584 |
- - |
- | 980 - |
- | - | 2,912,704 754,584 |
- | 2,912,704 754,584 |
|
| Azzurra Aeroporti Srl | 488,063 | - | 488,063 | - | -135,000 | - | - | - | - | - | 353,063 | - | 353,063 |
| Stalexport Autostrady SA | 104,843 | - | 104,843 | - | - - |
- | - | - | - | 104,843 | - | 104,843 | |
| Telepass SpA | 26,564 | - | 26,564 | - | - - |
- | 6 6 | - | - | 26,630 | - | 26,630 | |
| Fiumicino Energia Srl | 7,673 | - | 7,673 | - | - - |
- | - | - | - | 7,673 | - | 7,673 | |
| Pavimental SpA | 28,697 | -21,089 | 7,608 | - | - - |
- | 101 | - | 11,824 | 28,798 | -9,265 | 19,533 | |
| Spea Engineering SpA | 3,659 | - | 3,659 | - | - - |
- | 7 5 | - | - | 3,734 | - | 3,734 | |
| Autostrade Indian Infrastructure Development Private Limited | - - |
- | 486 | - - |
- | - | - | - | 486 | - | 486 | ||
| Domino Srl | 1 3 | - | 1 3 | - | - - |
- | - | - | - | 1 3 | - | 1 3 | |
| Gemina Fiduciary Service SA (1) | - - |
- | - | - - |
- | - | - | - | - | - | - | ||
| Investments in subsidiaries (A) | 10,629,493 | -21,089 | 10,608,404 | 851,723 | -857,744 | - | -1,101,312 | 3,308 | - | 11,824 | 9,525,468 | -9,265 | 9,516,203 |
| SAVE SpA | 180,541 | - | 180,541 | - | -180,541 | - | - | - | - | - | - | - | - |
| Aeroporto Guglielmo Marconi di Bologna SpA | - - |
- | 164,516 | - - |
- | - | - | - | 164,516 | - | 164,516 | ||
| Investments in associates (B) | 180,541 | - | 180,541 | 164,516 | -180,541 | - | - | - | - | - | 164,516 | - | 164,516 |
| Pune Solapur Expressways Private Ltd | 16,337 | - | 16,337 | - | - - |
- | - | 2 7 | - | 16,364 | - | 16,364 | |
| Investments in joint ventures (C) | 16,337 | - | 16,337 | - | - - |
- | - | 2 7 | - | 16,364 | - | 16,364 | |
| Firenze Parcheggi SpA | 2,582 | -728 | 1,854 | - | - - |
- | - | - | - | 2,582 | -728 | 1,854 | |
| Emittente Titoli SpA (in liquidation) | 827 | - | 827 | - | -827 - |
- | - | - | - | - | - | - | |
| Compagnia Aerea Italiana SpA | 171,871 | -171,871 | - | 3,996 | - - |
- | - | - | -3,996 | 175,867 | -175,867 | - | |
| Investments in other companies (D) | 175,280 | -172,599 | 2,681 | 3,996 | -827 - |
- | - | - | -3,996 | 178,449 | -176,595 | 1,854 | |
| Total investments (A+B+C+D) | 11,001,651 | -193,688 | 10,807,963 | 1,020,235 | -1,038,285 | -827 | -1,101,312 | 3,308 | 2 7 | 7,828 | 9,884,797 | -185,860 | 9,698,937 |
(1) As at 31 December 2017, provisions of €79 thousand have been made for impairments in excess of the carrying amount of this investment.
| Name | Registered office | shares/units Number of |
Par value | Capital/ Consortium fund | Interest (%) | shares/units held Number of |
Profit/(Loss) for (€000) (1) 2017 |
31 December Equity as at (€000) (1) 2017 |
Carrying amount (€000) |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Autostrade per l'Italia SpA | Rome | 622,027,000 | euro | 1.00 | euro | 622,027,000 | 88.06% | 547,776,698 | 968,016 | 1,986,808 | 5,332,940 |
| Aeroporti di Roma SpA | Fiumicino | 62,224,743 | euro | 1.00 | euro | 62,224,743 | 99.38% | 61,841,539 | 243,017 | 1,100,840 | 2,912,704 |
| Autostrade dell'Atlantico Srl | Rome | 1 | euro | 1,000,000.00 | euro | 1,000,000 | 100.00% | 1 | 2,270 | 178,507 | 754,584 |
| Azzurra Aeroporti Srl | Rome | 4 | euro | - euro | 2,500,000 | 52.51% | 1 | 27,642 | 690,431 | 353,063 | |
| Stalexport Autostrady SA | Myslowice (Poland) | 247,262,023 | zloty | 0.75 | zloty | 185,446,517 | 61.20% | 151,323,463 | 41,426 (2) | 87,882 (2) | 104,843 |
| Telepass SpA | Rome | 26,000,000 | euro | 1.00 | euro | 26,000,000 | 100.00% | 26,000,000 | 66,325 | 115,877 | 26,630 |
| Fiumicino Energia Srl | Fiumicino | 741,795 | euro | 1.00 | euro | 741,795 | 87.14% | 646,387 | 2,075 | 11,653 | 7,673 |
| Pavimental SpA | Rome | 77,818,865 | euro | 0.13 | euro | 10,116,452 | 59.40% | 46,223,290 | 15,794 | 31,477 | 19,533 |
| Spea Engineering SpA | Rome | 1,350,000 | euro | 5.16 | euro | 6,966,000 | 60.00% | 810,000 | 6,870 | 88,349 | 3,734 |
| Autostrade Indian Infrastructure Development Private Limited | Mumbai (Maharashtra) | 10,000 | rupia | 50.00 | rupia | 500,000 | 99.99% | 9,999 | 227 (3) | 1,160 (3) | 486 |
| Domino Srl | Rome | 1 | euro | - euro | 10,000 | 100.00% | 1 | -5 | 5 | 1 3 | |
| Gemina Fiduciary Services SA | Luxembourg | 17,647 | euro | - euro | 150,000 | 99.99% | 17,647 | -32 (2) | -111 (2) | - | |
| Investments in subsidiaries (A) | 9,516,203 | ||||||||||
| Aeroporto Guglielmo Marconi di Bologna SpA | Bologna | 36,125,665 | euro | 2.50 | euro | 90,314,162 | 29.38% | 10,613,628 | 10,543 (2) | 162,286 (2) | 164,516 |
| Investments in associates (B) | 164,516 | ||||||||||
| Pune Solapur Expressways Private Ltd. | Patas - District Pune - Maharashtra (India) |
10,000,000 | rupia | 10.00 | rupia | 100,000,000 | 50.00% | 5,000,000 | -4,530 (3) | 10,879 (3) | 16,364 |
| Investments in joint ventures (C) | 16,364 | ||||||||||
| Firenze Parcheggi SpA | Florence | 495,550 | euro | 51.65 | euro | 25,595,158 | 5.47% | 27,120 | 236 (2) | 34,139 (2) | 1,854 |
| Emittente Titoli SpA (in liquidation) | Milan | 8,200,000 | euro | 0.52 | euro | 4,264,000 | 7.24% | 594,000 | 1,043 (2) | 11,888 (2) | - |
| Compagnia Aerea Italiana SpA | Fiumicino | 82,769,810,125 | euro | - euro | 3,526,846 | 6.52% | 5,396,768,051 | -328,448 (2) | -207,180 (2) | - | |
| Investments in other companies (C) | 1,854 | ||||||||||
| Investments (A+B+C+D) | 9,698,937 | ||||||||||
(1) The figures have been taken from the latest financial statements approved by the boards of directors of each company. (2) These figures have been taken from the latest financial statements approved by the board of directors (as at 31 December 2016).
(3) These figures have been taken from the latest financial statements approved (31 March 2017).
The balance of this item is down €1,109,026 thousand compared with 31 December 2016, broadly due to:
Whilst awaiting the outcome of the Company's Offer for Abertis Infraestructuras SA, the operating costs incurred on the transaction (totalling €31,760 thousand) have been recognised in "Other non-current assets". Further details are provided in note 4.3, "Voluntary public tender offer, in cash and/or shares, for the entire issued capital of Abertis Infraestructuras".
Impairment tests have been conducted on the carrying amounts of investments as at 31 December 2017:
There was no evidence of potential impairment losses on other investments.
As regards point a), the carrying amount of the investment in Autostrade per l'Italia has been tested for impairment, given that the carrying amount includes goodwill resulting from the Group's reorganisation in 2003. The carrying amount of the investment in Azzurra Aeroporti (which holds a 52.51% interest in Aéroports de la Côte d'Azur was also tested for impairment, as this indirect investment includes goodwill resulting from the acquisition of the latter company in 2016).
For this purpose, value in use was determined by using the operators' long-term business plans, prepared on the basis of the regulatory mechanisms included in the specific concession arrangements, containing projections for traffic, investment, costs and revenues through to the end of the related concession terms. Use of long-term plans covering the entirety of the companies' concession terms is deemed more appropriate than the approach provisionally suggested by IAS 36 (namely, a limited explicit projection period and the estimated terminal value), given the intrinsic nature of the concession arrangements,
above all with regard to the regulations governing the sector and the predetermined duration of the arrangements.
With regard to Autostrade per l'Italia, the following table shows the key assumptions (rate of traffic growth, rate of toll increases and discount rate used, the latter determined on the basis of the requirements of IAS 36) forming the basis for the above long-term plan. This plan was then used as the basis for estimating the recoverable amount.
| Traffic growth rate (CAGR) |
Average annual toll increase |
Discount rate | |
|---|---|---|---|
| Autostrade per l'Italia | 1.24% | 2.66% (*) | 5.68% |
| (*) This includes a n average annual toll increase o toll increases designed to take account of inflation. |
f 1.36% based o n implementation o |
f the investment programme, in addition to annual |
The impairment test for Azzurra Aeroporti was carried out on the basis of the pro-rata share of operating cash flows, discounted to present value at a rate of 4.64%, based on the long-term plan prepared by Aéroports de la Côte d'Azur. The plan was drawn up in consideration of the regulatory mechanisms applicable under the terms of the related concession and projects moderate growth in air traffic and revenue.
Both the cash flows and the parameters used to determine the discount rate were primarily based on publically available information from external sources, integrated, where appropriate, by estimates based also on historical data.
The impairment tests confirmed that the carrying amounts of the investments in Autostrade per l'Italia and in Azzurra Aeroporti are fully recoverable. In addition to the above impairment tests, sensitivity analyses were conducted on the recoverable values, increasing the above discount rates by 1% and reducing the average annual rate of traffic growth by 1%. The results of these analyses have not, in Autostrade per l'Italia's case, resulted in any material differences with respect to the outcomes of the above tests. In Azzurra Aeroporti's case, instead, the analysis indicated potential impairment losses on the investment of €44 million in the event of a 1% increase in the discount rate and of €19 million in the event of a 1% reduction in Aéroports de la Côte d'Azur's average annual rate of air traffic growth.
As regards point b), the related impairment test confirmed that the carrying amount of the investment in Pavimental is recoverable.
In terms of the method used in carrying out the impairment tests for this company, which essentially provides support services to the Atlantia Group's operators (with regard to their construction and maintenance activities), it was also considered appropriate to estimate value in use on the basis of the same period covered by the long-term plans of the operators to which it provides its services or until 2044, without estimating the terminal value.
The projected after-tax cash flows for the subsidiary's long-term plan were discounted to present value using the discount rate of 6.39%, determined on the basis of the requirements of IAS 36. The impairment test indicated the need to partially reverse the previous impairment loss recognised on the investment in Pavimental, which was written down by €21,089 thousand in 2016. The reversal amounted to €11,824 thousand.
With regard to the investment in Compagnia Aerea Italiana, following injection of the last tranche due under the equity commitment in May 2017, the residual carrying amount of the investment was written off (€3,996 thousand).
In addition to the above, and with regard to investments in subsidiaries and associates, the carrying amounts of the investments in Aeroporti di Roma, Autostrade dell'Atlantico, Stalexport Autostrady and Aeroporto Guglielmo Marconi di Bologna are higher than the matching shares of equity. This difference does not represent an indication of a potential impairment of the value of the investments, which is fully recoverable, taking into account:
(non-current) €617,504 thousand (€1,332,892 thousand) (current) €1,009,972 thousand (€12,872 thousand)
(non-current) €617,504 thousand (€1,332,892 thousand) (current) €1,000,801 thousand (€4,490 thousand)
The following tables provide details of medium/long-term financial assets, showing:
a) the composition of the balance (the current and non-current portions) and the corresponding face value and maturity, including details of loans to subsidiaries:
| €000 | MATURITY | 31 December 2017 OF WHICH |
TERM | 31 December 2016 | OF WHICH | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| FACE VALUE | CARRYING AMOUNT |
CURRENT PORTION |
NON-CURRENT PORTION |
BETWEEN 13 AND 60 MONTHS |
AFTER 60 MONTHS |
FACE VALUE | CARRYING AMOUNT |
CURRENT PORTION |
NON-CURRENT PORTION |
||
| 1,000,000 | 996,256 | 996,256 | - | - | - | 1,000,000 | 992,321 | - | 992,321 | ||
| Autostrade per l'Italia loan issued 2012 | 2018 2022 |
290,000 | 258,940 | 258,940 - |
258,940 | - | - | - | - | - | |
| Autostrade dell'Atlantico loan issued 2017 Loans to subsidiaries (1) |
1,290,000 | 1,255,196 | 996,256 | 258,940 | 258,940 | - | 1,000,000 | 992,321 | - | 992,321 | |
| Bonds held (1)(2) | A | 286,682 | 281,263 | - | 281,263 | - | 281,263 | 286,682 | 297,313 | - | 297,313 |
| Derivative assets (3) | B | - | 53,321 | - | 53,321 | - | 53,321 | - | 42,320 | - | 42,320 |
| Accrued income on medium/long-term financial assets (1) | C | - | 4,254 | 4,254 | - | - | - | - | 4,280 | 4,280 | - |
| Other loans and receivables (1) | D | 1,490 | 1,490 | 215 | 1,275 | 1,275 | - | 1,148 | 1,148 | 210 | 938 |
| Other medium/long-term financial assets (1) | E | - | 22,781 | 7 6 | 22,705 | - | 22,705 | - | - | - | - |
| Medium/long-term financial assets (1) | F=A+B+C+D+E | 1,578,172 | 1,618,305 | 1,000,801 | 617,504 | 260,215 | 357,289 | 1,287,830 | 1,337,382 | 4,490 | 1,332,892 |
(2) As at 31 December 2017, the Company has entered into interest rate and currency hedges with notional values and maturities matching those of the underlying instrument, and classified as cash flow hedges in accordance with IAS 39. These instruments are included in "Derivative assets".
(3) These assets are classified as hedging derivatives and in level 2 of the fair value hierarchy.
| €000 | MATURITY | 31 December 2017 | 31 December 2016 | ||
|---|---|---|---|---|---|
| CARRYING AMOUNT (1) |
FAIR VALUE (2) |
CARRYING AMOUNT (1) |
FAIR VALUE (2) |
||
| Autostrade per l'Italia loan issued 2012 | 2018 | 996,256 | 1,035,960 | 992,321 | 1,071,347 |
| Autostrade dell'Atlantico loan issued 2017 |
2022 | 258,940 | 287,962 | - | - |
| - fixed rate | 1,255,196 | 1,323,922 | 992,321 | 1,071,347 | |
| Loans to subsidiaries | 1,255,196 | 1,323,922 | 992,321 | 1,071,347 | |
| Bonds held | 281,263 | 279,507 | 297,313 | 278,329 | |
| Non-current derivative assets | 53,321 | 53,321 | 42,320 | 42,320 | |
| Other loans and receivables | 1,490 | 1,490 | 1,148 | 1,148 | |
| Accrued income on medium/long term financial assets |
4,254 | 4,254 | 4,280 | 4,280 | |
| Other medium/long-term financial assets |
22,781 | 22,781 | - | - | |
| Medium/long-term financial assets | 1,618,305 | 1,685,275 | 1,337,382 | 1,397,424 |
(1) The value of medium/long-term financial assets shown in the table includes both the non-current and current portions. (2) The fair value shown is classified in level 2 of the fair value hierarchy.
Details of the criteria applied in determining the fair values shown in the table are provided in note 3, "Accounting standards and policies applied".
c) a comparison of the face value and the related carrying amount of loans to subsidiaries and bonds held, indicating the related currency and showing the corresponding average and effective interest rates:
| €000 | FACE VALUE | 31 December 2017 CARRYING AMOUNT |
AVERAGE INTEREST RATE APPLIED TO 31 DECEMBER 2017 (1) |
EFFECTIVE INTEREST RATE AS AT 31 DECEMBER 2017 |
31 December 2016 FACE VALUE |
CARRYING AMOUNT |
|---|---|---|---|---|---|---|
| Loans to subsidiaries (€) - Autostrade per l'Italia |
1,000,000 | 996,256 | 3.93% | 4.36% | 1,000,000 | 992,321 |
| Loans to subsidiaries (€) - Autostrade dell'Atlantico |
290,000 | 258,940 | 2.85% | 2.85% | - | - |
| Loans to subsidiaries | 1,290,000 | 1,255,196 | - | - | 1,000,000 | 992,321 |
| Bonds held (sterling) | 286,682 | 281,263 | 4.26% | 1.52% | 286,682 | 297,313 |
(1) This amount includes the effect of interest rate hedges.
d) changes in the carrying amounts of loans to subsidiaries and bonds held during the period:
for the year ended 31 December 2017
| €000 | CARRYING AMOUNT AS AT 31 DECEMBER 2016 (1) |
ADDITIONS | REPAYMENTS RECEIVED |
CUREENCY TRANSLATION DIFFERENCES AND OTHER CHANGES |
CARRYING AMOUNT AS AT 31 DECEMBER 2017 (1) |
|---|---|---|---|---|---|
| Loans to subsidiaries | 992,321 | 351,898 | -101,427 | 12,404 | 1,255,196 |
| Bonds held | 297,313 | - | - | -16,050 (2) | 281,263 |
(1) The loans shown in the table include both the non-current and current portions.
(2)This item includes the accrued portion of the premium paid to bondholders in 2015, amounting to €7,273 thousand, and the negative impact of exchange rate movements, totalling €8,777 thousand.
Medium/long-term financial assets, totalling €1,618,305 thousand, are up €280,923thousand compared with 31 December 2016, primarily reflecting the loan to Autostrade dell'Atlantico, granted in January 2017, in the form of Zero Coupon Notes maturing in 2022 (a par value of €405,000 thousand and a yield to maturity of 2.85%), with an issue price of €351,898 thousand). As at 31 December 2017, this loan amounts to €258,940 thousand, following the partial repayments received from the subsidiary in June and October 2017 (amounting to €101,427 thousand).
The following information regards the most significant items:
More detailed information on financial risks and the manner in which they are managed, in addition to details of outstanding financial instruments held by the Company, is contained in note 7.2, "Financial risk management.
The following two tables include details of short-term financial assets, showing the composition of the balance.
| €000 | 31 December 2017 |
31 December 2016 |
|---|---|---|
| Other current financial assets (1) | 8,643 | 8,382 |
| Derivative assets (2) | 528 | - |
| Short-term financial assets | 9,171 | 8,382 |
(1) These assets are classified as "loans and receivables" in accordance with IAS 39.
(2) These assets are classified as non-hedging derivatives and in level 2 of the fair value hierarchy.
Other current financial assets essentially relate to short-term receivables in the form of guarantees given to certain subsidiaries. These are broadly in line with 31 December 2016.
It should be noted that for all financial assets recorded in the financial statements there were no indicators of impairment during the year.
This item primarily consists of the cost of external consultants connected with the Offer (€31,760 thousand), as described in note 4.3, "Voluntary public tender offer, in cash and/or shares, for the entire issued capital of Abertis Infraestructuras".
This item, which primarily regards trade receivables due from Group companies, is up €4,107 thousand compared with 31 December 2016. This primarily reflects an increase in the amount due from subsidiaries for seconded staff.
The carrying amount of trade receivables approximates to fair value.
This item includes:
The overall increase in cash and cash equivalents substantially reflects the proceeds from the sale of investments (€2,091,164 thousand), as described in note 5.3, "Investments", and the proceeds from the distribution of reserves (€1,101,312 thousand) described in note 4.1, "Restructuring of the Group". Details of the cash flows resulting in the increase in cash and cash equivalents during 2017 are provided in note 7.1, "Notes to the statement of cash flows".
Current tax assets €120,225 thousand (€87,348 thousand) Current tax liabilities €151,641thousand (€80,966 thousand)
Current tax assets and liabilities at the beginning and end of the period are detailed below.
for the year ended 31 December 2017
| IRAP on taxable income IRAP on taxable income for previous years IRAP Atlantia SpA's IRES on taxable income Atlantia SpA's IRES on taxable income for previous years Atlantia SpA's claims for IRES refunds IRES attributable to Atlantia SpA IRES on taxable income for companies participating in the tax consolidation arrangement |
31 December 2017 31 December 2016 630 - 630 - - 113 113 |
671 - 671 -2,731 - 113 |
31 December 2017 31 December 2016 - 131 131 40,130 684 |
- - - - |
|---|---|---|---|---|
| - | ||||
| -2,618 | - 40,814 |
- - |
||
| - | 41,407 | 58,982 | - | |
| Other refundable IRES for companies participating in the tax consolidation arrangement | 6 4 |
107 | - | - |
| Claims for IRES refunds for companies participating in the tax consolidation arrangement |
23,321 | 23,373 | - | - |
| IRES attributable to companies participating in the tax consolidation arrangement |
23,385 | 64,887 | 58,982 | - |
| Claims for IRES refunds for former Gemina companies (1) | 7,625 | 7,625 | - | - |
| Claims for IRES refunds for other companies | 697 | 699 | - | - |
| Other IRES credits IRES |
8,322 31,820 |
8,324 70,593 |
- 99,796 |
- - |
| Relations with companies participating in tax consolidation arrangement for IRES on taxable income |
87,311 | 16,084 | 28,329 | 57,606 |
| Relations with companies participating in tax consolidation arrangement for claims for IRES refunds |
- | - | 23,321 | 23,253 |
| Relations with companies participating in tax consolidation arrangement for other refundable IRES |
- | - | 6 4 |
107 |
| Relations with companies participating in tax consolidation arrangement | 87,311 | 16,084 | 51,714 | 80,966 |
| Other taxation for previous years | 464 | - | - | - |
| Total | 120,225 | 87,348 | 151,641 | 80,966 |
| Atlantia SpA operates a tax consolidation arrangement, on the basis of Legislative Decree 344/2003, in which the following participated in 2016: a) the direct subsidiaries Autostrade per l'Italia, Aeroporti di Roma, Telepass, Pavimental, Spea Engineering, Autostrade dell'Atlantico and Azzurra Aeroporti; b) the indirect subsidiaries (through Autostrade per l'Italia) Tangenziale di Napoli, Società Autostrada Tirrenica, EsseDiEsse Società di Servizi, AD Moving, Autostrade Meridionali, Autostrade dell'Atlantico, Giove Clear, Infoblu and Autostrade Tech and the indirect subsidiaries (through Aeroporti di Roma) ADR Assistance, ADR Tel, ADR Security and ADR Mobility, the indirect subsidiary (through Telepass) Telepass Pay, and the indirect subsidiary (through Autostrade dell'Atlantico) Autostrade Portugal. |
||||
| As a result, Atlantia recognises the following items in its current tax assets and liabilities: a) current tax assets and liabilities for IRES attributable to the companies included in the arrangement; b) matching receivables or payables due from or to the subsidiaries, in connection with the transfer of funds as a result of the tax consolidation. The increase in net current tax assets, compared with 31 December 2016, amounts to €37,798 thousand and essentially reflects: |
the recognition of current tax liabilities (€33,804 thousand) on Autostrade per l'Italia's |
b) the indirect subsidiaries (through Autostrade per l'Italia) Tangenziale di Napoli, Società Autostrada Tirrenica, EsseDiEsse Società di Servizi, AD Moving, Autostrade Meridionali, Autostrade dell'Atlantico, Giove Clear, Infoblu and Autostrade Tech and the indirect subsidiaries (through Aeroporti di Roma) ADR Assistance, ADR Tel, ADR Security and ADR Mobility, the indirect subsidiary (through Telepass) Telepass Pay, and the indirect subsidiary (through Autostrade dell'Atlantico) Autostrade Portugal.
a) current tax assets and liabilities for IRES attributable to the companies included in the arrangement;
b) matching receivables or payables due from or to the subsidiaries, in connection with the transfer of funds as a result of the tax consolidation.
a) the recognition of current tax liabilities (€33,804 thousand) on Autostrade per l'Italia's distribution of a special dividend in kind and of a portion of the "Reserve for transactions under common control", as previously described in note 4.1, "Restructuring of the Group";
c) payments on account during the year, totalling €5,460 thousand.
This item, consisting of receivables and other current assets that are not eligible for classification as trading or financial, essentially regards insurance policies taken out by the Company and withholding tax paid.
Atlantia SpA's issued capital as at 31 December 2017 is fully subscribed and paid-in and consists of 825,783,990 ordinary shares with a par value of €1 each, amounting to €825,784 thousand. The issued capital did not undergo any changes in 2017.
As at 31 December 2017:
The reduction in the number of shares outstanding, and the accompanying increase in treasury shares, reflects a combination of the purchase in the market of shares, as part of the programme announced by the Company in December 2016, and the conversion of 275,358 share grants and the exercise of 1,049,888 share options (in return for payment of an exercise price of €16,609 thousand) by the beneficiaries of share-based incentive plans (as described in note 8.3, "Disclosures regarding share-based payments").
Equity has increased by €1,756,936 thousand compared with 31 December 2016. The changes, which are shown in detail in the statement of changes in equity included in the financial statements, primarily reflect a combination of the following:
Atlantia manages its capital with a view to creating value for shareholders, ensuring the Group can function as a going concern, safeguarding the interests of stakeholders, and providing efficient access to external sources of financing to adequately support the growth of the Group's businesses.
The table below shows an analysis of issued capital and equity reserves as at 31 December 2017, showing their permitted uses and distributable amounts.
| Description | Equity as at 31 December 2017 (€000) |
Permitted uses (A, B, C, D)* |
Available portion (€000) |
Uses between 1 January 2014 and 31 December 2016 (ex art. 2427, 7 bis, c.c.) |
|
|---|---|---|---|---|---|
| To cover losses | For other reasons | ||||
| Issued capital | 825,784 (1) | B | - | - - |
|
| Share premium reserve | 154 | A, B, C | 154 | - - |
|
| Legal reserve | 261,410 | A (2), B | 96,253 | - - |
|
| Extraordinary reserve | 5,022,976 | A, B, C | 5,022,976 | - - |
|
| Merger reserve | 2,987,182 (3) | A, B, C | 2,987,182 | - - |
|
| Cash flow hedge reserve | 6,098 | - | - | - - |
|
| Reserve for actuarial gains and losses on post-employment benefits | -503 | - | -503 | - - |
|
| Restricted reserve for Contingent Value Rights | 18,456 | A, B, D | - | - - |
|
| Other reserves | 65,879 (4) | A, B, C | 65,879 | - - |
|
| Retained earnings | 228,724 | A, B, C | 228,724 | - - |
|
| Reserves and retained earnings | 8,590,376 | 8,400,665 | - | - | |
| Treasury shares | -169,489 (5) | -169,489 | |||
| Total | 9,246,671 | 8,231,176 | - - |
||
| of which: | |||||
| Non-distributable | - | ||||
| Distributable | 8,231,176 |
A: capital increases
B: to cover losses
C: shareholder distributions
D: subject to other restrictions imposed by articles of association/shareholder resolutions
(1) Of which €730,643 thousand related to capital increases resulting from mergers of companies with and into the Company:
a) €566,687 thousand relating to the merger of Autostrade-Concessioni e Costruzioni Autostrade SpA with and into the former NewCo28 SpA (now Atlantia) in 2003. With reference to art. 172, paragraph 5 of the Consolidated Income Tax Act, this capital increase is restricted to the following reserves that are taxable on distribution: i) revaluation reserve pursuant to Law 72/1983, amounting to €556,960 thousand;
ii) revaluation reserve pursuant to Law 413/1991, amounting to €6,807 thousand;
iii) revaluation reserve pursuant to Law 342/2000, amounting to €2,920 thousand.
b) €163,956 thousand relating to the merger of Gemina SpA in 2013.
(2) €96,253 thousand of which being the excess over one fifth of the issued capital.
(3) With reference to art. 172, paragraph 5 of the Consolidated Income Tax Act, the merger surplus of €448,999 thousand generated by the merger in 2003 described in note (1) is restricted to and accounted for in the following reserves that are taxable on distribution:
reserve for capital contributions, amounting to €8,113 thousand;
revaluation reserve pursuant to Law 72/1983, amounting to €368,840 thousand;
revaluation reserve pursuant to Law 413/1991, amounting to €50,416 thousand;
revaluation reserve pursuant to Law 342/2000, amounting to €21,630 thousand.
(4) This item includes:
a) €64,865 thousand recognised in equity following the sale of treasury shares in the market in 2015 and the exercise and conversion of a number of options and units granted under the Company's share-based incentive plans;
b) 1,006 thousand relating to the "Reserve for share-based incentive plans";
c) €8 thousand relating to the "IFRS transition reserve".
(5) Pursuant to art. 2357 of the Italian Civil Code, the Annual General Meeting of shareholders held on 21 April 2017 authorised the purchase of treasury share with a value of up to €1,900,000,000.

(non-current) €644 thousand (€599 thousand) (current) €1,624 thousand (€1,731 thousand)
(non-current) € 644 thousand (€599 thousand) (current) € 157 thousand (€124 thousand)
As at both 31 December 2017 and 31 December 2016, this item refers solely to provisions for postemployment benefits.
The most important actuarial assumptions used to measure the provision for post-employment benefits at 31 December 2017 are summarised below.
| Financial assumptions | |
|---|---|
| Annual discount rate (1) | 0.88% |
| Annual inflation rate | 1.50% |
| Annual rate of increase in post-employment benefits | 2.63% |
| Annual rate of increase in real salaries | 0.65% |
| Annual turnover rate | 4.50% |
| Annual rate for advances paid | 3.50% |
| Duration (years) | 7.1 |
(1) The annual discount rate is used to determined the present value of the obligation and was, in turn, determined with reference to the average yield curve taken from the Iboxx Eurozone Corporate AA on the valuation date for durations of 7-10 years which reflect the overall duration of the provisions.
| Demographic assumptions | |
|---|---|
| Mortality | Government General Accounting Office |
| projections | |
| Disability | INPS tables by age and sex |
| Mandatory state pension retirement | |
| Retirement age | age |
The following table shows a sensitivity analysis for each actuarial assumption at the end of 2017, showing the impact on the defined benefit obligation of assumed changes in the individual rates used in the actuarial assumptions.
| €000 | Sensitivity analysis as at 31 December 2017 | |||||
|---|---|---|---|---|---|---|
| Change in assumption | ||||||
| turnover rate | inflation rate | discount rate | ||||
| +1% | -1% | +0.25% | -0.25% | +0.25% | -0.25% | |
| TFR | 799 | 806 | 810 | 794 | 789 | 815 |
(non-current) - (-) (current) €1,467 thousand (€1,607 thousand)
This item, consisting of provisions for tax liabilities and contract disputes reflects estimates of the liabilities expected to be incurred in connection with pending litigation and disputes at the end of the year.
(non-current) €1,732,021 thousand (€989,224 thousand) (current) €1,134,994 thousand (€1,606,841 thousand)
(non-current) €1,732,021 thousand (€989,224 thousand) (current) €1,020,424 thousand (€5,134 thousand)
The following tables provide an analysis of outstanding medium to long-term financial liabilities with respect to:
a) the composition of the carrying amount (current and non-current), the related face value and terms to maturity:

| €000 | MATURITY | 31 December 2017 | 31 December 2016 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| OF WHICH | TERM | OF WHICH | |||||||||
| FACE VALUE |
CARRYING AMOUNT |
CURRENT PORTION |
CURRENT PORTION NON |
13 AND 60 BETWEEN MONTHS |
AFTER 60 MONTHS |
FACE VALUE | CARRYING AMOUNT |
CURRENT PORTION |
CURRENT PORTION NON |
||
| Bond issue (retail) 2012 | 2018 | 1,000,000 | 994,749 | 994,749 | - | - | 1,000,000 - |
989,224 | - | 989,224 | |
| Bond issue 2017 | 2025 | 750,000 | 747,491 | - | 747,491 | - | 747,491 | - | - | - | - |
| Bond issue 2017 | 2027 | 1,000,000 | 984,530 | - | 984,530 | - | 984,530 | - | - | - | - |
| Bond issues (A) (1) | 2,750,000 | 2,726,770 | 994,749 | 1,732,021 | - | 1,732,021 | 1,000,000 | 989,224 | - | 989,224 | |
| Accrued expenses on medium/long-term financial liabilities (B) | - | 25,675 | 25,675 | - | - | - | - | 5,134 | 5,134 | - | |
| Medium/long-term financial liabilities (A + B) | 2,750,000 | 2,752,445 | 1,020,424 | 1,732,021 | - | 1,732,021 | 1,000,000 | 994,358 | 5,134 | 989,224 | |
(1) These financial instruments are classified as financial liabilities measured at amortised cost, in accordance with IAS 39.
| €000 | MATURITY | 31 December 2017 | 31 December 2016 | ||||
|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT (1) |
FAIR VALUE (2) | CARRYING AMOUNT (1) |
FAIR VALUE (2) |
||||
| Bond issue (retail) 2012 | 2018 | 994,749 | 1,034,780 | 989,224 | 1,068,030 | ||
| Bond issue 2017 | 2025 | 747,491 | 769,373 | - | - | ||
| Bond issue 2017 | 2027 | 984,530 | 1,021,570 | - | - | ||
| listed fixed rate | 2,726,770 | 2,825,723 | 989,224 | 1,068,030 | |||
| Bond issues (A) | 2,726,770 | 2,825,723 | 989,224 | 1,068,030 | |||
| Accrued expenses on medium/long-term financial liabilities (B) | 25,675 | 25,675 | 5,134 | 5,134 | |||
| Medium/long-term financial liabilities (A + B) | 2,752,445 | 2,851,398 | 994,358 | 1,073,164 | |||
| (1) The medium/long-term financial liabilities shown in the table include both current and non-current portions. (2)The fair value shown is classified in level 2 of the fair value hierarchy. The methods of fair value measurement used are dealt with in note 3, "Accounting standards and policies applied"; c) a comparison of the par value of the liabilities and the carrying amount of bond issues, showing the currency of issue, and the corresponding average and effective interest rates: |
|||||||
| FACE VALUE | CARRYING AMOUNT |
31 December 2017 AVERAGE INTEREST RATE APPLIED TO 31 DECEMBER 2017 |
EFFECTIVE INTEREST RATE AS AT |
31 December 2016 FACE VALUE |
CARRYING AMOUNT |
||
| Euro | 2,750,000 | 2,726,770 | 2.67% | 31 DECEMBER 2.94% |
1,000,000 | 989,224 | |
| Bond issues | 2,750,000 | 2,726,770 | 2.67% | 2.94% | 1,000,000 | 989,224 | |
| d) movements during the period in the carrying amounts of outstanding bond issues: |
|||||||
| €000 | CARRYING | ADDITIONS | REPAYMENTS | CUREENCY | CARRYING | ||
| AMOUNT AS | TRANSLATION | AMOUNT AS AT | |||||
| AT 31 | DIFFERENCES | 31 DECEMBER | |||||
| DECEMBER | AND OTHER | 2017 (1) | |||||
| 2016 (1) | CHANGES | ||||||
| Bond issues | 989,224 | 1,731,031 | - | 6,515 | 2,726,770 | ||
| (1) The value of the bond issues shown in the table includes both the non-current and current portions. | |||||||
| The increase in medium/long-term financial liabilities, compared with 31 December 2016, amounting to €1,758,087 thousand, is primarily due to the increase in bond issues. This reflects bonds issued as part of the Company's Euro Medium Term Note (EMTN) Programme (launched in October 2016 and, at that time, amounting to €3 billion, and subsequently increased in November 2017 to up to €10 billion) in January and July 2017. These issues amounted to par values of €750,000 thousand (maturing in 2025 and paying coupon interest of 1.625%) and €1,000,000 thousand (maturing in 2027 and paying coupon interest of 1.875%). Atlantia's Euro Medium Term Note (EMTN) Programme and the terms and conditions of the bonds originally issued by Atlantia, with guarantees provided by Autostrade per l'Italia (for which, as at the date |
|||||||
| of these financial statements, the latter is the sole debtor as a result of the issuer substitution that took place in December 2016), and which will continue to be guaranteed by Atlantia through to September 2025, include negative pledge provisions, in line with international practice. Under these provisions, it is |
| 31 December 2017 | 31 December 2016 | ||||||
|---|---|---|---|---|---|---|---|
| FACE VALUE | CARRYING | AVERAGE INTEREST | EFFECTIVE | FACE VALUE | CARRYING | ||
| AMOUNT | RATE APPLIED TO 31 | INTEREST RATE AS | AMOUNT | ||||
| DECEMBER 2017 | AT | ||||||
| Euro | 2,750,000 | 2,726,770 | 2.67% | 31 DECEMBER 2.94% |
1,000,000 | 989,224 | |
| Bond issues | 2,750,000 | 2,726,770 | 2.67% | 2.94% | 1,000,000 | 989,224 |
| €000 | CARRYING | ADDITIONS | REPAYMENTS | CUREENCY | CARRYING |
|---|---|---|---|---|---|
| AMOUNT AS | TRANSLATION | AMOUNT AS AT | |||
| AT 31 | DIFFERENCES | 31 DECEMBER | |||
| DECEMBER | AND OTHER | 2017 (1) | |||
| 2016 (1) | CHANGES | ||||
| Bond issues | 989,224 | 1,731,031 | - | 6,515 | 2,726,770 |
not possible to create or maintain (unless required to do so by law) collateral guarantees on all or a part of any proprietary assets, with certain exceptions, including borrowings in the form of project debt. The acquisition financing of €14,700,000 thousand obtained to service the Offer for Abertis and amounting to €11,647,759 as at 31 December 2017, has yet to be drawn down as at this date and requires compliance with a number of covenants in line with normal market practices: a maximum threshold for i) Funds from Operations (FFO) / Net Debt and ii) the Debt Coverage Ratio, both measured on a consolidated basis, and a minimum threshold for Equity.
With regard to the financial commitments of the foreign project companies, the related debt does not envisage recourse to direct or indirect parents and is subject to covenants typical of international practice. The main commitments provide for a pledge on all the companies' assets and receivables in favour of their creditors.
The composition of short-term financial liabilities is shown below.
| €000 | CARRYING AMOUNT AS AT 31 DECEMBER 2017 |
CARRYING AMOUNT AS AT 31 DECEMBER 2016 |
|---|---|---|
| Short-term borrowings | 100,000 | 1,600,000 |
| Current derivative liabilities | 14,040 | 1,120 |
| Other current financial liabilities | 530 | 587 |
| Short-term financial liabilities | 114,570 | 1,601,707 |
This item is down €1,487,137 thousand compared with 31 December 2016, substantially due to repayment of short-term bank borrowings of €1,600,000 obtained at the end of 2016.
The balance of "Current derivative liabilities" essentially includes fair value losses as at 31 December 2017 on the Forward-Starting Interest Rate Swaps, subject to "deal contingent hedge" provisions connected with the Offer and entered into in June 2017. These instruments are classified as non-hedge accounting and register fair value losses of €13,511 thousand.
Further details are provided in note 7.2, "Financial risk management".
An analysis of total net debt is shown below with amounts payable to and receivable from related parties, as required by CONSOB Ruling DEM/6064293 of 28 July 2006, in accordance with European Securities and Markets Authority - ESMA Recommendation of 20 March 2013 (which does not entail the deduction of non-current financial assets from net debt).
for the year ended 31 December 2017
| €000 | NOTE | 31 December 2017 |
of whi ch rel ated party transacti ons |
31 December 2016 |
of whi ch rel ated party transacti ons |
|---|---|---|---|---|---|
| Cash | -2,185,930 | -13,959 | |||
| Cash equivalents and intercompany current account receivables due from related parties | -907,448 | -507,448 | -205,539 | -205,539 | |
| Cash and cash equi val ents (A) |
5.7 | -3,093,378 | -219,498 | ||
| Current fi nanci al assets (B) |
5.4 | -1,009,972 | -1,008,659 | -12,872 | -12,212 |
| Short-term borrowings | 100,000 | 1,600,000 | |||
| Current portion of medium/long-term financial liabilities | 1,020,424 | 5,134 | |||
| Other financial liabilities | 14,570 | 528 | 587 | ||
| Current fi nanci al l i abi l i ti es (C) |
1,134,994 | 1,605,721 | |||
| Current net debt (D=A+B+C) | -2,968,356 | 1,373,351 | |||
| Bond issues | 1,732,021 | 989,224 | |||
| Non-current fi nanci al l i abi l i ti es (E) |
1,732,021 | 989,224 | |||
| (Net funds) / Net debt as defi ned by ESMA recommendati on F = (D+E) |
-1,236,335 | 2,362,575 | |||
| Non-current fi nanci al assets (G) |
5.4 | -617,504 | -540,203 | -1,332,892 | -1,289,634 |
| Net debt H= (F +G) |
-1,853,839 | 1,029,683 |
The following tables show deferred tax liabilities, after offsetting against deferred tax assets.
| €000 | 31 December 2017 | 31 December 2016 |
|---|---|---|
| Deferred tax liabilities (IRES) | 13,414 | 12,872 |
| Deferred tax liabilities (IRAP) | 480 | 358 |
| Deferred tax liabilities | 13,894 | 13,230 |
| Deferred tax assets eligible for offset (IRES) | 607 | 531 |
| Deferred tax assets eligible for offset (IRAP) | 2 | 4 |
| Deferred tax assets eligible for offset | 609 | 535 |
| Net deferred tax liabilities | 13,285 | 12,695 |
The nature of the temporary differences giving rise to deferred tax assets and liabilities and changes during the year are summarised in the following table.
| €000 | CHANGES DURING THE YEAR | ||||
|---|---|---|---|---|---|
| 31 December 2016 |
Provisions | Releases | Provisions/ (releases) recognised in other comprehensive income |
31 December 2017 |
|
| Derivative assets | 1,901 | - | - | 657 | 2,558 |
| Difference between carrying amounts and fair values of assets and liabilities acquired through business combinations (the merger with Gemina with effect from 1 December 2013) |
11,001 | - | - | - | 11,001 |
| Other temporary differences | 328 | 7 | - | - | 335 |
| Deferred tax liabilities | 13,230 | 7 | - | 657 | 13,894 |
| Other temporary differences | 535 | 524 | -450 | - | 609 |
| Deferred tax assets eligible for offset | 535 | 524 | -450 | - | 609 |
| Net deferred tax liabilities | 12,695 | -517 | 450 | 657 | 13,285 |
| €5,715 thousand (€2,445 thousand) Other non-current liabilities are up €3,270 thousand compared with 31 December 2016. This is primarily due to recognition of the accrued amount payable under management incentive plans for the period 2017-2019 (€1,580 thousand), and to recognition of the accrued portion of share-based plans to be settled in cash (€3,257 thousand), offset by reclassification of the portion of the plans exercisable in 2018 (€2,191 thousand). |
|||||
| 5.15 Trading liabilities €23,468 thousand (€8,540 thousand) |
|||||
| Trade payables primarily regard amounts due to Group companies (€5,782 thousand) and amounts due to suppliers (€17,686 thousand). The increase of €14,928 thousand compared with 31 December 2016 reflects professional services connected with the Offer for Abertis, as described in note 4.3, "Voluntary public tender offer, in cash and/or shares, for the entire issued capital of Abertis Infraestructuras". |
|||||
| The carrying amount of trade payables approximates to fair value. 5.16 Other current liabilities |
|||||
| €23,361 thousand (€25,337 thousand) |
The composition of this item is shown in the following table.
| €000 | 31 December 2017 |
31 December 2016 |
|---|---|---|
| Payable to staff | 8,717 | 10,626 |
| Sundry amounts due to subsidiaries | 7,868 | 7,777 |
| Social security contributions payable | 3,198 | 3,047 |
| Taxation other than income taxes | 2,298 | 1,298 |
| Other payables | 1,280 | 2,589 |
| Other current liabilities | 23,361 | 25,337 |
Other current liabilities are down €1,976 thousand compared with 31 December 2016, primarily as a result the €1,909 thousand reduction in amounts payable to staff. This essentially reflects the payment of amounts due under the management incentive plan for the period 2014-2016.

This section contains analyses income statement items. Negative components of the income statement are indicated with a minus sign in the headings and tables in the notes, whilst amounts for 2016 are shown in brackets. Details of amounts in the income statement deriving from related party transactions are provided in note 8.2, "Related party transactions".
Operating revenue primarily regards rental income and cost recoveries received from subsidiaries. The item is up €706 thousand, primarily due to the recognition of income dating back to previous years (€476 thousand).
These costs relate primarily to purchases of office materials.
An analysis of service costs is provided below.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Professional services | -18,505 | -8,980 | -9,525 |
| Advertising and promotions | -1,347 | -799 | -548 |
| Remuneration of Statutory Auditors | -323 | -329 | 6 |
| Insurance | -252 | -293 | 4 1 |
| Other services | -1,987 | -1,925 | -62 |
| Service costs | -22,414 | -12,326 | -10,088 |
The increase in this item primarily reflects the cost of external consultants engaged in the sale of a noncontrolling interest in Autostrade per l'Italia.
An analysis of staff costs is provided below.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Wages and salaries | -15,186 | -10,487 | -4,699 |
| Social security contributions | -3,740 | -2,770 | -970 |
| Cost of share-based incentive plans | -4,660 | -2,310 | -2,350 |
| Post-employment benefits (including payments to supplementary pension funds or to INPS) |
-1,670 | -1,918 | 248 |
| Early retirement incentives | - | -1,490 | 1,490 |
| Directors' remuneration | -730 | -1,411 | 681 |
| Recovery of cost of seconded staff | 4,003 | 1,349 | 2,654 |
| Other staff costs | -2,468 | -2,392 | -76 |
| Staff costs | -24,451 | -21,429 | -3,022 |
The increase in this item reflects an increase in the average workforce following the recruitment of staff for a number of departments, as shown in the following table, which presents the average workforce broken down by category.
| Workforce | 2017 | 2016 INCREASE/ (DECREASE) | |
|---|---|---|---|
| Senior managers | 33 | 23 | 10 |
| Middle managers and administrative |
|||
| staff | 63 | 42 | 21 |
| Average workforce | 9 6 |
6 5 |
3 1 |
Details of share-based incentive plans or those payable in shares or cash, involving a number of the Company's Directors and employees, are provided in note 8.3, "Disclosures regarding share-based payments".
The composition of this item and details of changes between the two comparative periods are shown in the following table.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Lease expense | -1,127 | -1,006 | -121 |
| Indirect taxes and duties | -5,466 | -2,991 | -2,475 |
| Grants and donations | -298 | -286 | -12 |
| Other | -877 | -123 | -754 |
| Other costs | -6,641 | -3,400 | -3,241 |
| Other operating costs | -7,768 | -4,406 | -3,362 |
The increase in this item primarily reflects the greater amount of non-deductible VAT on the fees paid to external consultants engaged in the sale of a minority interest in Autostrade per l'Italia (€2,797 thousand).
Financial income €2,955,851 thousand (€1,440,007 thousand) Finance expenses -€131,115 thousand (-€485,740 thousand) Foreign exchange gains/(losses) -€554 thousand (€220 thousand)
An analysis of financial income and expenses and details of changes between the two comparative periods are shown below.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Dividends received from investees | 1,799,809 | 979,791 | 820,018 |
| Gains from sale of investments | 1,052,052 | - | 1,052,052 |
| Reversals of impairment losses on financial assets and investments | 11,824 | - | 11,824 |
| Interest income | 53,839 | 294,673 | -240,834 |
| Income from derivative financial instruments | 16,564 | 135,442 | -118,878 |
| Income from measurement of financial instruments at amortised cost | 3,935 | 5,819 | -1,884 |
| Financial income accounted for as an increase in financial assets | 8,469 | - | 8,469 |
| Other | 9,359 | 24,282 | -14,923 |
| Other financial income | 92,166 | 460,216 | -368,050 |
| Total financial income (a) | 2,955,851 | 1,440,007 | 1,515,844 |
| Financial expenses from discounting of provisions | - 6 |
-11 | 5 |
| Impairments of financial assets and investments | -3,996 | -31,509 | 27,513 |
| Interessi passivi | -58,329 | -289,903 | 231,574 |
| Losses on derivative financial instruments | -29,985 | -112,792 | 82,807 |
| Losses on measurement of financial instruments at amortised cost | -12,568 | -16,944 | 4,376 |
| Interest expense accounted for as an increase in financial liabilities | - | -3,007 | 3,007 |
| Other | -26,231 | -31,574 | 5,343 |
| Other financial expenses | -127,113 | -454,220 | 327,107 |
| Total financial expenses (b) | -131,115 | -485,740 | 354,625 |
| Foreign exchange gains/(losses)(c) | -554 | 220 | -774 |
| Financial income/(expenses) (a+b+c) | 2,824,182 | 954,487 | 1,869,695 |
| Net financial income is up, primarily as a result of: a) recognition of the distribution, by Autostrade per l'Italia, of a special dividend in kind via the transfer, based on the related carrying amounts, of its entire interests in Autostrade dell'Atlantico and Autostrade Indian Infrastructure Development, amounting to €755,070 thousand, as described in note 4.1, "Restructuring of the Group"; b) the recognition of cash dividends from Telepass (€59,253 thousand) and Stalexport Autostrady (€6,417 thousand); |
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c) the recognition of gains on the sale of non-controlling interests in Autostrade per l'Italia (€1,010,484 thousand) and Azzurra Aeroporti (€1,464 thousand), and on the sale of the entire investment in SAVE (€40,104 thousand), described in greater detail in note 5.3, "Investments".
"Reversals of impairment losses on financial assets and investments" include reversal of the impairment loss on the carrying amount of the investment in Pavimental, whilst "Impairments of financial assets and investments" relate to the write-off of the residual carrying amount of the investment in Compagnia Aerea Italiana.
In 2016, an impairment loss of €21,089 thousand was recognised on the investment in the subsidiary, Pavimental, whilst an impairment loss of €9,622 thousand was recognised on the carrying amount of the investment in Compagnia Aerea Italiana.
Further details of impairment testing are provided in note 5.3, "Investments".
Other financial expenses include €23,769 thousand in costs described in note 4.3, "Voluntary public tender offer, in cash and/or shares, for the entire issued capital of Abertis Infraestructuras". These expenses regard the commitment fees payable on the committed financing obtained to service the Offer and accrued fees on the guarantees required by the regulatory authorities.
A comparison of the income tax expense and benefit for 2017 and the comparative period is shown in the following table.
| €000 | 2017 | 2016 | INCREASE/ (DECREASE) |
|---|---|---|---|
| IRES | -48,884 | -5,702 | -43,182 |
| IRAP | - | - | - |
| Current tax expense (a) | -48,884 | -5,702 | -43,182 |
| Recovery of previous years' income taxes | 1,361 | 6,746 | -5,385 |
| Previous years' income taxes | -2,254 | - | -2,254 |
| Differences on current tax expense for previous years (b) | -893 | 6,746 | -7,639 |
| Provisions | 524 | 337 | 187 |
| Releases | -450 | -191 | -259 |
| Changes in prior year estimates | - | -3 | 3 |
| Deferred tax income | 7 4 |
143 | -69 |
| Provisions | -7 | -57 | 5 0 |
| Releases | - | 147 | -147 |
| Changes in prior year estimates | - | -14 | 1 4 |
| Deferred tax expense | - 7 |
7 6 |
-83 |
| Deferred tax income/(expense) (c) | 6 7 |
219 | -152 |
| Income tax (expense)/benefit (a+b+c) | -49,710 | 1,263 | -50,973 |
The change essentially reflects the recognition of current tax expense of:
Further details on the transactions referred to in points a) and b) are provided in note 4.1, "Restructuring of the Group" and 4.2 "Sale of 11.94% of Autostrade per l'Italia SpA".
The following table shows a reconciliation of the statutory rates of taxation and the effective charge for the year.
| €000 | 2017 | 2016 | ||||
|---|---|---|---|---|---|---|
| Tax expense Taxable |
Taxable | Tax expense | ||||
| income | Tax | Tax rate | income | Tax | Tax rate | |
| Profit/(Loss) before tax from continuing operations | 2,772,020 | 917,967 | ||||
| IRES tax expense/(benefit) at statutory rate | 665,285 | 24.00% | 252,441 | 27.50% | ||
| Temporary differences deductible in future years | 2,183 | 524 | 0.02% | 1,222 | 336 | 0.04% |
| Temporary differences taxable in future years | -267 | -64 | - | -191 | -53 | -0.01% |
| Reversal of temporary differences arising in previous years | -1,633 | -392 | -0.01% | -251 | -69 | -0.01% |
| Tax free dividends | -1,709,819 | -410,357 | -14.80% | -930,801 | -255,970 | -27.88% |
| Non-taxable gains on investments | -966,533 | -231,968 | -8.37% | - | - | - |
| Reversals of impairment losses/(Impairment losses) on financial assets and investments | -7,828 | -1,879 | -0.07% | 31,509 | 8,665 | 0.94% |
| Permanent differences for dividends in kind and the distribution of reserves by Autostrade per l'Italia |
103,097 | 24,743 | 0.89% | - | - | - |
| Other permanent differences | 12,462 | 2,992 | 0.11% | 1,285 | 352 | 0.04% |
| Taxable income assessable to IRES | 203,682 | 20,740 | ||||
| Current IRES charge for the year | 48,884 | 1.76% | 5,702 | 0.62% | ||
| Current IRAP charge for the year | - | - | - | - | ||
| Current tax expense | 48,884 | 1.76% | 5,702 | 0.62% |
The following table shows the calculation of basic and diluted earnings per share with comparative amounts.
| 2017 | 2016 | |
|---|---|---|
| Weighted average number of shares outstanding | 825,783,990 | 825,783,990 |
| Weighted average number of treasury shares in portfolio | -8,265,777 | -2,360,179 |
| Weighted average of number of shares outstanding for the calculation of basic earnings per share |
817,518,213 | 823,423,811 |
| Weighted average number of diluted shares held under share-based incentive plans | 549,692 | 1,064,682 |
| Weighted average number of all shares outstanding for the calculation of diluted earnings per share |
818,067,905 | 824,488,493 |
| Profit for the year (€000) | 2,722,310 | 919,230 |
| Basic earnings per share (€) | 3.33 | 1.12 |
| Diluted earnings per share (€) | 3.33 | 1.11 |
| Profit from continuing operations | 2,722,310 | 919,230 |
| Basic earnings per share from continuing operations (€) | 3.33 | 1.12 |
| Diluted earnings per share from continuing operations (€) | 3.33 | 1.11 |
The weighted average number of treasury shares in portfolio rose in 2016, primarily due to purchases in January and February 2017 linked to the programme announced in December 2016, partially offset by the exercise/conversion of certain options or units awarded under share-based incentive plans.
Cash flows during 2017 resulted in an increase in cash and cash equivalents of €2,873,880 thousand, compared with a net cash outflow of €197,982 thousand in 2016.
Cash generated from operating activities amounts to €958,577 thousand, down €30,819 thousand on 2016 (€989,396 thousand). This primarily reflects the costs incurred on the sale of a non-controlling interest in Autostrade per l'Italia (€12,223 thousand) and financial expenses incurred in relation to the Offer for Abertis (€23,769 thousand).
Cash from investing activities, totalling €2,624,554 thousand, primarily reflects the proceeds from Autostrade per l'Italia's distribution of a portion of its available reserves (€1,101,312 thousand), and proceeds from the sale of interests in the same subsidiary (€1,733,228 thousand) and in Azzurra Aeroporti (€136,434 thousand), in addition to the sale of the entire investment in SAVE (€220,645 thousand).
Cash used in investing activities in 2016, totalling €680,044 thousand, essentially reflected a combination of the following:
Cash used in financing activities, totalling €709,251 thousand essentially reflects a combination of the following:
Cash used in financing activities in 2016, totalling €507,334 thousand, essentially reflected a combination of the following:
In the normal course of business, the Company is exposed to:
The Company's financial risk management strategy is derived from and consistent with the business goals set by the Board of Directors, within the scope of medium- to long-term projections reviewed annually.
The adopted strategy for each type of risk aims, wherever possible, to eliminate interest rate and currency risks and minimise borrowing costs, whilst taking account of stakeholders' interests, as defined in the Financial Policy as approved by the Board of Directors.
Management of these risks is based on prudence and best market practice.
The main objectives set out in this Financial Policy are as follows:
As at 31 December 2017, the Company's derivatives described below are classified, in application of IAS 39, as:
The residual average term to maturity of debt as at 31 December 2017 is five years and seven months. The average cost of medium to long-term debt in 2017 was 2.7%.
Monitoring is, moreover, intended to assess, on a continuing basis, counterparty creditworthiness and the degree of risk concentration.
Interest rate risk is linked to uncertainty regarding the performance of interest rates, and takes two forms:
Separate financial statements as at and for the year ended 31 December 2017
a) cash flow risk: this is linked to financial assets and liabilities, including those that are highly likely, with cash flows indexed to a market interest rate. In 2017, Atlantia entered into new Forward-Starting IRSs with a total notional value of €1,000 million and fair value gains of €1,523 thousand as at 31 December 2017. They have a duration of 10 years, are subject to a weighted average fixed rate of approximately 0.879% and have been entered into to hedge highly likely future financial liabilities linked to Atlantia's voluntary public offer for all of the shares of Abertis Infrastructuras SA. In addition, the Company entered into Forward-Starting IRSs with a deal contingent hedge provision with a total notional value of €2,500,000 thousand, an average term of 9.4 years and a weighted average fixed rate of approximately 0.853%. These derivatives are classified as non-hedges. Fair value losses on the instruments, recognised in profit or loss in 2017, amount to €13,511 thousand;
In terms of type of interest rate, 100% of the Company's debt is fixed rate.
Currency risk is mainly incurred through the assumption of financial liabilities denominated in a currency other than the Company's currency of account.
As at 31 December 2017, all of the Company's medium/long-term debt is denominated in euros, partly as a result of the issuer substitution at the end of 2016.
Following the Company's repurchase of 99.87% of the sterling-denominated notes issued by Romulus Finance in 2015 (settled in October 2017) and transferred to Aeroporti di Roma in 2016 8as described in note 5.4, "Financial assets"), the Company entered into CCSs with notional values and maturities matching those of the underlying asset. This was done to hedge the currency and interest rate risk associated with the underlying in foreign currency.
The CCSs qualify as cash flow hedges. Following tests of the effectiveness of these hedges, changes in fair value were recognised in other comprehensive income.
The following table summarises outstanding derivative financial instruments at 31 December 2017 (compared with 31 December 2016) and shows the corresponding market value.

| €000 Type Cash flow hedges (1) Cross Currency Swaps |
31 December 2016 | |||||
|---|---|---|---|---|---|---|
| 31 December 2017 Fair value |
Notional | Fair value | Notional | |||
| Purpose of hedge | asset/(liability) | amount | asset/(liability) | amount | ||
| Currency and interest rate risk | 51,798 | 286,682 | 42,320 | 286,682 | ||
| Interest Rate Swaps | Interest rate risk | 1,523 | 1,000,000 | |||
| Cash flow hedges (1) | 53,321 | 1,286,682 | 42,320 | 286,682 | ||
| Non-hedge accounting derivatives | ||||||
| Interest Rate Swaps | Interest rate risk | -13,511 | 2,500,000 | |||
| FX Forwards | Currency risk | 528 | 37,308 | |||
| FX Forwards | Currency risk | -528 | -37,308 | |||
| Interest rate floors | Interest rate risk | - | - | -1,120 | 1,000,000 | |
| Non-hedge accounting derivatives | -13,511 | 2,500,000 | -1,120 | 1,000,000 | ||
| Total derivatives | 39,810 | 3,786,682 | ||||
| of which | ||||||
| fair value (asset) | 53,849 | 42,320 | ||||
| fair value (liability) | ||||||
| (1) The fair value of cash flow hedges excludes accruals at the measurement date. | -14,040 | -1,120 | ||||
| The interest rate sensitivity analysis is based on the exposure of (derivative and non-derivative) financial instruments at the end of the reporting period, assuming, in terms of the impact on the income statement, a 0.10% (10 bps) shift in the interest rate curve at the beginning of the year, whilst, with regard |
||||||
| carried out: a) b) |
to the impact of changes in fair value on other comprehensive income, the 10 bps shift in the curve was assumed to have occurred at the measurement date. The following outcomes resulted from the analysis in terms of interest rate risk, an unexpected and unfavourable 10 bps shift in market interest rates would have resulted in a negative impact on the income statement, totalling €207 thousand, and on other comprehensive income, totalling €10,430 thousand, before the related taxation; in terms of currency risk, an unexpected and unfavourable 10 bps shift in the exchange rate would have had no impact on the income statement. |
|||||
| Liquidity risk |
c) an amortising "Term Loan" of €5,600,000 thousand, with a duration of 5 years and 6 months from 25 September 2017, and an average residual term of approximately 4.6 years.
In addition, as described in note 5.7, "Cash and cash equivalents", as at 31 December 2017, the Company has cash and cash equivalents of €3,093,378 thousand, essentially generated by the bond issue of July 2017 and the sale of a number of interests in Group companies and other investees.
As a result of these transactions, €3,052,241 thousand of the above committed acquisition financing, originally amounting to €14,700,000 thousand, has been cancelled, in accordance with the obligatory early repayment provision in the facility agreement.
Under the commitments given in relation to the financing, the remaining amount will continue to be available to the Company solely to meet its payment obligations in relation to Offer.
The following tables show the time distributions of medium/long-term financial liabilities by term to maturity as at 31 December 2017 and comparable figures as at 31 December 2016, excluding accrued expenses at these dates.
| €000 | 31 December 2017 | |||||
|---|---|---|---|---|---|---|
| Carrying amount |
Total contractual flows |
Within 12 months |
Between 1 and 2 years |
Between 3 and 5 years |
After 5 years | |
| Non-derivative financial liabilities | ||||||
| Retail bond 2012-2018 | 994,749 | -1,036,250 | -1,036,250 | - | - | - |
| Bond 2017-2025 | 747,491 | -847,502 | -12,188 | -12,188 | -36,563 | -786,563 |
| Bond 2017-2027 | 984,530 | -1,187,500 | -18,750 | -18,750 | -56,250 | -1,093,750 |
| Total bond issues | 2,726,770 | -3,071,252 | -1,067,188 | -30,938 | -92,813 | -1,880,313 |
| €000 | 31 December 2016 | |||||
|---|---|---|---|---|---|---|
| Carrying amount |
Total contractual flows |
Within 12 months |
Between 1 and 2 years |
Between 3 and 5 years |
After 5 years | |
| Non-derivative financial liabilities | ||||||
| Retail bond 2012-2018 | 989,224 | -1,072,500 | -36,250 | -1,036,250 | - | - |
| Total bond issues | 989,224 | -1,072,500 | -36,250 | -1,036,250 | - | - |
The amounts in the above tables include interest payments and exclude the impact of any offset agreements.
The time distribution of terms to maturity is based on the residual contract term or on the earliest date on which repayment of the liability may be required, unless a better estimate is available.
The distribution for transactions with amortisation schedules is based on the date on which each instalment falls due.
The following table shows the time distribution of expected cash flows from cash flow hedges, and the periods in which they will be recognised in profit or loss.
| €000 | 31 December 2017 | 31 December 2016 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Carrying amount |
Expected cash flows ( 1) |
Within 12 months |
Between 1 and 2 years |
Between 3 and 5 years |
After 5 years |
Carrying amount |
Expected cash flows ( 1) |
Within 12 months |
Between 1 and 2 years |
Between 3 and 5 years |
After 5 years |
|
| Interest rate swaps | ||||||||||||
| Derivative assets | 1,523 | 1,523 | -1,362 | -10,576 | -11,530 | 24,991 | ||||||
| Cross currency swaps | ||||||||||||
| Derivative assets | 51,798 | 51,738 | -951 | -870 | -2,254 | 55,813 | 42,320 | 42,234 | -1,636 | -1,641 | -5,001 | 50,512 |
| Derivative liabilities | ||||||||||||
| Total cash flow hedges | 53,321 | 53,261 | -2,313 -11,446 -13,784 | 80,804 | 42,320 | 42,234 | -1,636 | -1,641 | -5,001 | 50,512 | ||
| Accrued expenses on cash flow hedges | -433 | -459 | ||||||||||
| Accrued income on cash flow hedges | 373 | 373 | ||||||||||
| Total cash flow hedge derivative assets/liabilities |
53,261 | 53,261 | -2,313 -11,446 -13,784 | 80,804 | 42,234 | 42,234 | -1,636 | -1,641 | -5,001 | 50,512 | ||
| €000 | 31 December 2017 | 31 December 2016 | ||||||||||
| Expected | Within 12 | Between | Between | After 5 | Expected | Within 12 | Between | Between | After 5 | |||
| Interest rate swaps | cash flows ( 1) |
months | 1 and 2 | 3 and 5 | years | cash flows ( 1) |
months | 1 and 2 | 3 and 5 | years | ||
| Income from cash flow hedges | 28,729 | - | - | - | 28,729 | |||||||
| Losses on cash flow hedges | -27,206 | -2,612 | -17,125 | -7,469 | - | |||||||
| Cross currency swaps | ||||||||||||
| Income from cash flow hedges | 344,296 | 12,136 | 12,091 | 85,776 234,293 | 356,335 | 11,787 | 11,433 | 34,087 299,028 | ||||
| Losses on cash flow hedges | -292,498 | -13,056 | -12,956 | -78,104 -188,382 | -314,015 | -13,540 | -13,469 | -39,511 -247,495 | ||||
| Total income (losses) from cash flow | ||||||||||||
| hedges | 53,321 | -3,532 -17,990 | 203 | 74,640 | 42,320 | -1,753 | -2,036 | -5,424 | 51,533 |
Credit risk represents the Company's exposure to potential losses resulting from a counterparty's failure to discharge an obligation.
This risk may result from factors that are strictly technical, commercial, administrative or legal in nature, or from those of a typically financial nature, relating to the counterparty's credit standing.
The Company manages credit risk essentially through recourse to counterparties with high credit ratings and does not report significant credit risk concentrations as defined in the Financial Policy.
Credit risk deriving from derivative financial instruments can also be considered marginal in that the counterparties involved are major financial institutions.
Specific provisions for impairment losses on material items are established when there is objective evidence that the Group will not be able to collect all or any of the amount due. The amount of the provisions takes account of estimated future cash flows and the date of collection, any future recovery costs and expenses, and the value of any security and guarantee deposits received from customers. General provisions, based on the available historical and statistical data, are established for items for which specific provisions have not been made.
The Company has certain personal and collateral guarantees in issue. As at 31 December 2017, these include, listed by importance:
The principal related party transactions between the Company and its related parties are described below. The transactions have been identified based on the criteria set out in the Procedure for Related Party Transactions adopted by the Company in implementation of the provisions of art. 2391bis of the Italian Civil Code, the Regulations adopted by the Commissione Nazionale per le Società e la Borsa (the CONSOB) in Resolution 17221 of 12 March 2010, as amended. This procedure, published in the section, "Articles of Association, codes and procedures" on the Company's website at www.atlantia.it, establishes the criteria to be used in identifying related parties, in distinguishing between transactions of greater and
lesser significance and in applying the rules governing the above transactions of greater and lesser significance, and in fulfilling the related reporting requirements to the relevant bodies. The following table shows amounts in the income statement and statement of financial position generated by related party transactions, broken down by nature of the transaction (trading or financial) and including those with Directors, Statutory Auditors and the Company's key management personnel.
| Principal trading transactions with related parties | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €000 | Assets | Liabilities | Income | Expenses | |||||||||||||
| Trading and other assets | Trading and other liabilities | Trading and other income | Trading and other expenses | ||||||||||||||
| receivables Trade |
Current tax assets |
Other current assets |
Total | Other non liabilities current |
Trade payables Current tax | liabilities | liabilities current Other |
Total | income (2) operating Other |
Total | consumable materials Raw and |
Service costs | Staff costs (2) |
Lease expense Sundry | expenses | Total | |
| 31 December 2017 | 2017 | ||||||||||||||||
| Edizione | - | - - |
- | - | 1 | - - |
1 | - | - | - | - | 195 | - | - | 195 | ||
| Total parents | - | - - |
- | - | 1 | - - |
1 | - | - | - | 195 | - | - | 195 | |||
| Autostrade dell'Atlantico Autostrade Meridionali |
1,645 8 6 |
21 - |
1,666 8 6 |
- | - | 2,363 | - | 2,363 | 380 | 380 5 8 |
- | - | -1,852 -61 |
- | - | -1,852 | |
| Autostrade per l'Italia | 3,658 | 87,142 | - - - |
90,800 | - - |
4,396 - |
2,091 18,661 |
- - |
2,091 | 5 8 | 700 | - 23 |
- | - | - | -61 | |
| Autostrade Tech | - | - - |
- | - | 365 | 492 | - | 857 23,057 |
- 700 |
- | - | 365 1,715 |
-3 -2,063 |
- 697 |
- 7 |
379 | |
| Azzurra Aeroporti | 263 | - - |
263 | - | - | 5,029 | - | 5,029 | 216 | 216 | - | - | - | - | - | - 362 |
|
| Electronic Transaction Consultants Co | - | 17 - |
17 | - | - | - - |
- | - | - | - | - | - | - | - | - | ||
| EsseDiEsse Società di Servizi | - | - - |
- | - | 844 | 530 | - | 1,374 | - | - | - | 844 | -3 | - | - | 841 | |
| Gruppo Aeroporti di Roma | 1,794 | - - |
1,794 | 9 2 | 164 | 10,470 | 7,470 | 18,196 | 105 | 105 | - | - | -1,056 | 1 9 | - | -1,037 | |
| Spea Engineering Pavimental |
2 3 2 0 |
- - |
23 20 |
- | - 12 |
3,888 3,877 |
- 155 |
4,044 3,888 |
556 | 556 | - | - | -33 -24 |
- | - | -33 | |
| Tangenziale di Napoli | 9 | - - - - |
9 | - - |
- | 2,330 | - | 2,330 | - - |
- - |
- - |
- - |
-28 | - - |
- - |
-24 | |
| Telepass Pay | 3 | - - |
3 | - | - | 1,007 | - | 1,007 | - | - | - | - | -3 | - | - | -28 | |
| Società Autostrada Tirrenica | - | - - |
- | - | - | 550 | - | 550 | - | - | - | - | -4 | - | - | - 4 - 3 |
|
| Other subsidiaries (1) | 652 | 169 | 102 | 923 | - | - | 426 | 243 | 669 | 102 | 102 | - | - | -879 | - | - | -879 |
| Total subsidiaries (3) | 8,153 | 87,311 | 140 | 95,604 | 92 | 5,781 | 51,714 | 7,868 | 65,455 | 2,117 | 2,117 | 23 | 2,924 | -6,009 | 716 | 7 | -2,339 |
| Total associates Associates (1) |
- | - - |
- | - | - | - - |
- | - | - | - | - | - | - | - | - | ||
| ASTRI pension fund | - - |
- - - - |
- - |
- - |
- - |
- | - 80 - |
- 80 |
- - |
- - |
- - |
- - |
214 - |
- - |
- - |
- 214 |
|
| CAPIDI pension fund | - | - - |
- | - | - | 1,008 - |
1,008 | - | - | - | - | 2,562 | - | - | 2,562 | ||
| Total pension funds | - | - - |
- | - | - | - | 1,088 | 1,088 | - | - | - | - | 2,776.00 | - | - | 2,776 | |
| Key management personnel (4) | - | - - |
- | 1,350 | - | 3,097 - |
4,447 | - | - | - | - | 5,775 | - | - | 5,775 | ||
| Total Key management personnel | - | - - |
- | 1,350 | - | 3,097 - |
4,447 | - | - | - | 5,775 | - | - | 5,775 | |||
| TOTAL | 8,153 | 87,311 | 140 | 95,604 | 1,442 | 5,782 | 51,714 | 12,053 | 70,991 | 2,117 | 2,117 | 23 | 2,924 | 2,737 | 716 | 7 | 6,407 |
| 31 December 2016 | 2016 | ||||||||||||||||
| Edizione | - | - - |
- | - | - | - - |
- | - | - | - | - | 180 | - | - | 180 | ||
| Total parents | - | - - |
- | - | - | - - |
- | - | - | - | - | 180 | - | - | 180 | ||
| Autostrade dell'Atlantico | - | 21 - |
21 | - | - | 2,525 | - | 2,525 | - | - | - | - | - | - | - | - | |
| Autostrade per l'Italia | 3,320 | - - |
3,320 | - | 3,919 | 48,874 4,596 |
152 | 52,945 4,596 |
1,158 | 1,158 | 24 | 1,366 | -1,953 | 572 | 4 | 1 3 | |
| Electronic Transaction Consultants Co Azzurra Aeroporti |
- - |
- 11 - - |
- 11 |
- - |
- - |
- - - |
- | - - |
- - |
- - |
- - |
- - |
- - |
- - |
- | ||
| EsseDiEsse Società di Servizi | - | - - |
- | - | 75 | 487 | - | 562 | - | - | - | 736 | -3 | - | - | - 733 |
|
| Gruppo Aeroporti di Roma | 897 | 15,028 | 118 | 16,043 | 128 | 30 | 7,470 - |
7,628 | 181 | 181 | - | - | -840 | 26 | - | -814 | |
| Pavimental | 13 | - - |
13 | - | - | 14,042 | - | 14,042 | 554 | 554 | - | - | -13 | - | - | -13 | |
| Spea Engineering | 10 | - - |
10 | - | 95 | 2,422 | 155 | 2,672 | - | - | - | 16 | 3 9 | - | - | 5 5 | |
| Tangenziale di Napoli Telepass |
9 | 1,056 | - - |
9 1,056 |
- | - | 4,151 | - | 4,151 | - | - | - | - | -8 -6 |
- | - | - 8 |
| Società Autostrada Tirrenica | - - |
- - - |
- | - - |
- - |
3,362 | - - - |
- 3,362 |
- - |
- - |
- - |
- - |
- | - - |
- - |
- 6 | |
| Other subsidiaries (1) | 7 8 | - | 165 | - | 40 | 507 | - | 547 | - | - | - | 40 | -118 | - | - | - | |
| Total subsidiaries (3) | 4,327 | 16,084 | 237 8 7 |
20,648 | 128 | 4,159 | 80,966 | 7,777 | 93,030 | 1,893 | 1,893 | 24 | 2,158 | -2,902 | 598 | 4 | -78 |
| Associates (1) | - | - - |
- | - | - | - | - | - | - | - | - | - | - | - | - | - -118 |
|
| Total associates | - | - - |
- | - | - | - | - | - | - | - | - | - | - | - | - | - | |
| ASTRI pension fund | - | - - |
- | - | - | 41 - |
41 | - | - | - | - | 112 | - | - | 112 | ||
| CAPIDI pension fund | - | - - |
- | - | - | 928 - |
928 | - | - | - | - | 1,500 | - | - | 1,500 | ||
| Total pension funds | - | - - |
- | - | - | 969 - |
969 | - | - | - | - | 1,612 | - | - | 1,612 | ||
| Total Key management personnel Key management personnel (4) |
- - |
- - - - |
- - |
823 823 |
- - |
- | 6,046 6,046 - |
6,869 6,869 |
- - |
- - |
- - |
- - |
5,404 5,404 |
- - |
- - |
5,404 | |
| 5,404 | |||||||||||||||||
| TOTAL | 4,327 | 16,084 | 237 | 20,648 | 951 | 4,159 | 80,966 | 14,792 | 100,868 | 1,893 | 1,893 | 24 | 2,158 | 4,294 | 598 | 4 | 7,078 |
| (1) This item includes balances for companies where the relevant amount is not material. | |||||||||||||||||
| (2)"Staff costs" include cost recoveries. | |||||||||||||||||
| (3) Il totale accoglie anche i saldi delle controllate indirette. |
(3) Il totale accoglie anche i saldi delle controllate indirette.
(4) Atlantia's "key management personnel" means the Company's Directors, Statutory Auditors and other key management personnel as a whole.
The expenses shown for each period include the accrued amount payable as emoluments, salaries, benefits in kind, bonuses and other incentives (including the fair value of share-based incentive plans based on the shares of Atlantia).
In addition to the information shown in the table, the financial statements also include contributions of €2,569 thousand paid on behalf of Directors, Statutory Auditors and other key management personnel for 2017 (€1,958 thousand in 2016) and the related liabilities of €1,618 thousand as at 31 December 2017 (€1,695 thousand as at 31 December 2016).
| Principal financial transactions with related parties | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| €000 | Assets | Liabilities | Income | Expenses | |||||||
| Financial assets | Financial liabilities | Financial income | Financial expenses | ||||||||
| Other non financial current assets |
Intercompany related parties receivables due from account current |
Current portion medium/long term loans of |
Other current financial assets |
Total | Derivative liabilities |
Total | Other financial income (1) |
Total | Other financial expenses (1) |
Total | |
| 31 December 2017 | 2017 | ||||||||||
| Autostrade dell'Atlantico | 258,940 | - | - | - | 258,940 | 528 | 528 | 8,469 | 8,469 | 3,223 | 3,223 |
| Autostrade per l'Italia | 7,448 - |
999,703 | 707 | 1,007,858 | - | - | 50,488 | 50,488 | 1,541 | 1,541 | |
| Electronic Transaction Consultants Co | - - |
- | 7,656 | 7,656 | - | - | 1,060 | 1,060 | - | - | |
| Aeroporti di Roma group | 281,263 | - | 434 | 21 | 281,718 | - | - | 13,293 | 13,293 | - | - |
| Other subsidiaries (2) | - - |
- | 138 | 138 | - | - | 31 | 31 | - | - | |
| Total subsidiaries | 540,203 | 7,448 | 1,000,137 | 8,522 | 1,556,310 | 528 | 528 | 73,341 | 73,341 | 4,764 | 4,764 |
| 31/12/2016 | 2016 | ||||||||||
| Autostrade per l'Italia | 992,321 | 205,539 | 3,447 | 897 | 1,202,204 | - | - | 344,713 | 344,713 | 13,202 | 13,202 |
| Azzurra Aeroporti (4) | - - |
- | - | - | - | - | - | - | 42,549 | 42,549 | |
| Electronic Transaction Consultants Co | - - |
- | 7,264 | 7,264 | - | - | 1,105 | 1,105 | - | - | |
| Aeroporti di Roma group | 297,313 | - | 459 | 7 | 297,779 | - | - | 14,324 | 14,324 | - | - |
| Other subsidiaries (2) | - - |
- | 138 | 138 | - | - | 7 | 7 | - | - | |
| Total subsidiaries | 1,289,634 | 205,539 | 3,906 | 8,306 | 1,507,385 | - | - | 360,149 | 360,149 | 55,751 | 55,751 |
(1) The table does not include dividends from investees, reversals of impairment losses on financial assets and investments or impairment losses on financial assets and investments.
(2) This item includes balances for companies where the relevant amount is not material.
(3) The total also includes amounts for indirect subsidiaries. (4) The balance of financial expenses for 2016 included the result of the measurement of derivative liabilities entered into with Azzurra Aeroporti, with Atlantia holding matching positions in derivatives with banks. Both Atlantia's positions, classified as non-hedge accounting, were unwound in November 2016. 4. Separate financial statements as at and for the year ended 31 December 2017
In 2017, as in 2016, no atypical or unusual transactions, having a material impact on the Company's income statement and statement of financial position, were entered into with related parties.
Moreover, there were no non-recurring events and/or transactions with related parties, having a material impact on the Company's income statement and statement of financial position, in 2017.
On the other hand, an issuer substitution was completed in 2016, resulting in Autostrade per l'Italia taking Atlantia's place as the issuer of certain bonds entered into by the latter. Whilst this transaction had a significant impact on the financial position, it did not have an impact on the Company's results of operations for that year, as described in more detail in note 4.3, "Issuer substitution", in the separate financial statements as at and for the year ended 31 December 2016.
The principal transactions entered into with related parties are described below.
The Company primarily engages in transactions of a trading and financial nature with the subsidiary, Autostrade per l'Italia, over which it exercises management and coordination.
With regard to transactions of a trading nature, Autostrade per l'Italia provides the Company with administrative services, in addition to providing support for activities not relating to the core business (training, welfare, procurement, IT).
The Company has also entered into commercial agreements with other subsidiaries (EssediEsse, Telepass, Azzurra Aeroporti and Autostrade Meridionali) regarding the provision of staff services.
As a result of the tax consolidation arrangement headed by the Company, the statement of financial position as at 31 December 2017 includes amounts receivable from and payable to Group companies, amounting to €87,311 thousand and €51,714 thousand, respectively. These amounts are recognised by the Company in order to mirror matching amounts due to and from the tax authorities. The arrangement is described in note 5.8, "Current tax assets and liabilities".
With regard, on the other hand, to other current liabilities, the Company owes the sum of €7,470 thousand to Aeroporti di Roma and its subsidiaries, essentially in relation to the tax consolidation arrangement in force between these companies and Gemina prior to this company's merger with the Company.
With regard to transactions of a financial nature with Autostrade per l'Italia:
The Company also holds bonds issued by Aeroporti di Roma (€281,263 thousand as at 31 December 2017), and, in January 2017, issued a loan to Autostrade dell'Atlantico (€258,940 thousand), as described in note 5.4, "Financial assets".
As at 31 December 2017, the Company has issued a number of guarantees in favour of direct or indirect subsidiaries, as described in note 8.1, "Guarantees".
With respect to the information provided in the tables in this section, it should also be noted that Autostrade per l'Italia distributed a special dividend in kind and a portion of its "Reserve for transactions under common control", as described above in note 4.1, "Restructuring of the Group".
In order to incentivise and foster the loyalty of directors and employees holding key positions and responsibilities within Atlantia or in Group companies, and to promote and disseminate a value creation culture in all strategic and operational decision-making processes, driving the Group's growth and boosting management efficiency, a number of share incentive plans based on Atlantia's shares have been introduced in previous years. The plans entail payment in the form of shares or cash and are linked to the achievement of predetermined corporate objectives.
There were no changes, during 2017, in the share-based incentive plans already adopted by the Group as at 31 December 2016 and originally approved by the Annual General Meetings of shareholders held on 20 April 2011 (later amended by subsequent Annual General Meetings) and 16 April 2014.
In addition, two new plans were approved in 2017. These are the "2017 Phantom Share Option Plan" and the "2017 Phantom Share Grant Plan" and are described below.
Finally, on 2 August 2017, the General Meeting of Atlantia's shareholders, held in ordinary and extraordinary session in order to approve the capital increase and amendments to the articles of association to service the Offer for Abertis, also approved adoption of a supplementary phantom share option plan for a limited number of core people involved in the process of building and creating value at the new Group that will be formed following successful completion of the Offer. Under this supplementary plan (which entails the award of phantom share options free of charge, being options that give beneficiaries the right to payment of a gross amount in cash, computed on the basis of the increase in the value of Atlantia's ordinary shares over a determinate period), no awards were therefore made in 2017.
Details of each plan are contained in specific information circulars prepared pursuant to art. 84-bis of CONSOB Regulation 11971/1999, as amended, and in the Remuneration Report prepared pursuant to art. 123 ter of the Consolidated Finance Act. These documents, to which reference should be made, are published in the "Remuneration" section of the Company's website at www.atlantia.it.
The following table shows the main aspects of existing incentive plans as at 31 December 2017, including the options and units awarded to directors and employees of the Group and changes during 2017 (in terms of new awards and the exercise, conversion or lapse of rights). The table also shows the fair value (at the grant date) of each option or unit awarded, as determined by a specially appointed expert, using the Monte Carlo model and other assumptions. The amounts have been adjusted for the amendments to the plans originally approved by Atlantia's shareholders, which were required to ensure plan benefits remained substantially unchanged despite the dilution caused by the bonus issues approved by Atlantia's shareholders on 20 April 2011 and 24 April 2012.
| Number of options/units |
Vesting date | Exercise / Grant | Exercise | Fair value of each option or |
Expected expiration at |
Risk free interest | Expected volatility |
Expected dividends at |
|
|---|---|---|---|---|---|---|---|---|---|
| awarded | date | price (€) | unit at grant date (€) |
grant date (years) |
rate used | (based on historic mean) |
grant date | ||
| 2011 SHARE OPTION PLAN | |||||||||
| Options outstanding as at 1 January 2017 | |||||||||
| - 13 May 2011 grant | 279,860 | 13 May 2014 | 14 May 2017 | 14.78 | 3.48 | 6.0 | 2.60% | 25.2% | 4.09% |
| - 14 October 2011 grant | 13,991 | 13 May 2014 | 14 May 2017 | 14.78 | (*) | (*) | (*) | (*) | (*) |
| - 14 June 2012 grant | 14,692 | 13 May 2014 | 14 May 2017 | 14.78 | (*) | (*) | (*) | (*) | (*) |
| 345,887 | 14June 2015 | 14 June 2018 | 9.66 | 2.21 | 6.0 | 1.39% | 28.0% | 5.05% | |
| - 8 November 2013 grant | 1,592,367 | 8 November 2016 | 9 November 2019 | 16.02 | 2.65 | 6.0 | 0.86% | 29.5% | 5.62% |
| - 13 May 2014 grant | 173,762 | N/A (**) | 14 May 2017 | N/A | (**) | (**) | (**) | (**) | (**) |
| - 14 June 2015 grant | 52,359 | N/A (**) | 14 June 2018 | N/A | (**) | (**) | (**) | (**) | (**) |
| - 8 November 2016 grant | 526,965 | N/A (**) | 9 November 2019 | N/A | (**) | (**) | (**) | (**) | (**) |
| - options exercised | -981,459 | ||||||||
| - options lapsed | -279,110 Total 1,739,314 |
||||||||
| Changes in options in 2017 | |||||||||
| - options exercised | -1,461,216 | ||||||||
| - options lapsed | -50,722 | ||||||||
| Options outstanding as at 31 December 2017 | 227,376 | ||||||||
| 2011 SHARE GRANT PLAN | |||||||||
| Units outstanding as at 1 January 2017 | |||||||||
| - 13 May 2011 grant | 192,376 | 13 May 2014 | 14 May 2016 | N/A | 12.9 | 4,0 - 5,0 | 2.45% | 26.3% | 4.09% |
| - 14 October 2011 grant | 9,618 | 13/May 2014 | 14 May 2016 | N/A | (*) | (*) | (*) | (*) | (*) |
| - 14 June 2012 grant | 10,106 | 13 May 2014 | 14 May 2016 | N/A | (*) | (*) | (*) | (*) | (*) |
| 348,394 | 14 June 2015 | 15 June 2017 | N/A | 7.12 | 4,0 - 5,0 | 1.12% | 29.9% | 5.05% | |
| - 8 November 2013 grant | 209,420 | 8 November 2016 | 9 November 2018 | N/A | 11.87 | 4,0 - 5,0 | 0.69% | 28.5% | 5.62% |
| - units converted into shares on 15 May 2015 | -97,439 | ||||||||
| - units converted into shares on 16 May 2016 | -103,197 | ||||||||
| - units converted into shares on 16 June 2016 | -98,582 | ||||||||
| - units elapsed | -64,120 Total 406,576 |
||||||||
| Changes in units in 2017 | |||||||||
| - units converted into shares on 15 June 2017 | -136,572 | ||||||||
| - units converted into shares on 13 November 2017 | -77,159 | ||||||||
| - units elapsed | -95,509 | ||||||||
| Units outstanding as at 31 December 2017 | 97,336 | ||||||||
| MBO SHARE GRANT PLAN | |||||||||
| Units outstanding as at 1 January 2017 | |||||||||
| - 14 May 2012 grant | 96,282 | 14 May 2015 | 14 May 2015 | N/A | 13.81 | 3.0 | 0.53% | 27.2% | 4.55% |
| - 14 June 2012 grant | 4,814 | 14 May 2015 | 14 May 2015 | N/A | (*) | (*) | (*) | (*) | (*) |
| - 2 May 2013 grant | 41,077 | 2 May 2016 | 2 May 2016 | N/A | 17.49 | 3.0 | 0.18% | 27.8% | 5.38% |
| - 8 May 2013 grant | 49,446 | 8 May 2016 | 8 May 2016 | N/A | 18.42 | 3.0 | 0.20% | 27.8% | 5.38% |
| - 12 May 2014 grant | 61,627 | 12 May 2017 | 12 May 2017 | N/A | 25.07 | 3.0 | 0.34% | 28.2% | 5.47% |
| - units converted into shares on 15 May 2015 | -101,096 | ||||||||
| - units converted into shares on 3 May 2016 | -41,077 | ||||||||
| - units converted into shares on 9 May 2016 | -49,446 | ||||||||
| Total 61,627 |
|||||||||
| Changes in units in 2017 | |||||||||
| - units converted into shares on 15 May 2017 | -61,627 | ||||||||
| Units outstanding as at 31 December 2017 | - | ||||||||
(*) Options and units awarded as a result of Atlantia's bonus issues which, therefore, do not represent the award of new benefits.
(**) These are phantom share options granted in place of certain conditional rights included in the grants of 2011 and 2012, and which, therefore, do not represent the award of new benefits.
As approved by the Annual General Meeting of shareholders on 20 April 2011, and amended by the Annual General Meeting of shareholders on 30 April 2013 and 16 April 2014, the 2011 Share Option Plan entails the award of up to 2,500,000 options free of charge in three annual award cycles (2011, 2012 and 2013). Each option will grant beneficiaries the right to purchase one ordinary Atlantia share held in treasury, with settlement involving either physical delivery or, at the beneficiary's option, a cash payment equivalent to the proceeds from the sale of the shares on the stock exchange organised and managed by Borsa Italiana SpA, after deduction of the full exercise price. The exercise price is equivalent to the average of the official prices of Atlantia's ordinary shares in the month prior to the date on which Atlantia's Board of Directors announces the beneficiary and the number of options to be awarded.
The options granted will vest in accordance with the Plan terms and conditions and, in particular, only if, on expiration of the vesting period (three years from the date of award of the options to beneficiaries by the Board of Directors), cumulative FFO for the three annual reporting periods preceding expiration of the vesting period, adjusted for a number of specific items (total operating cash flow of the Group, Atlania or of certain of its subsidiaries – depending on the role held by the various beneficiaries of the Plan), is higher than a preestablished target, unless otherwise decided by the Board of Directors, which has the authority to assign beneficiaries further targets. Vested options may be exercised, in part, from the first day following expiration of the vesting period and, in part, from the end of the first year following expiration of the vesting period and, in any event, in the three years following expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to retain a minimum holding). The maximum number of exercisable options will be calculated on the basis of a mathematical algorithm that takes account, among other things, of the current value and the exercise price, plus any dividends paid, so as to cap the realisable gain.
During 2017, with regard to the second and third award cycles (the vesting periods for both of which have expired), a number of beneficiaries exercised vested options and paid the established exercise price; this entailed the allocation to them of Atlantia's ordinary shares held by the Company as treasury shares. This resulted in the transfer of:
Thus, as at 31 December 2017, taking into account lapsed options at that date, the remaining options outstanding total 227,376, including 112,644 phantom options awarded under the second cycle and third cycle (the unit fair values of which, as at 31 December 2017, was measured as €23.28 and €14.22 respectively, in place of the unit fair values at the grant date).
As approved by the Annual General Meeting of shareholders on 20 April 2011, and amended by the Annual General Meeting of shareholders on 30 April 2013, the 2011 Share Grant Plan entails the grant of up to 920,000 units free of charge in three annual award cycles (2011, 2012 and 2013). Each unit will grant beneficiaries the right to receive one Atlantia ordinary share held in treasury, with settlement involving either physical delivery or, at the beneficiary's option, a cash payment equivalent to the proceeds from the sale of the shares on the stock exchange organised and managed by Borsa Italiana SpA.
The units granted will vest in accordance with the Plan terms and conditions and, in particular, only if, on expiration of the vesting period (three years from the date the units are granted to beneficiaries by the Board of Directors), cumulative FFO for the three annual reporting periods preceding expiration of the vesting period, adjusted for a number of specific items (total operating cash flow of the Group, Atlantia or of certain of its subsidiaries – depending on the role held by the various beneficiaries of the Plan) is higher than a preestablished target, unless otherwise decided by the Board of Directors. Vested units may be converted into shares, in part, after one year from the date of expiration of the vesting period and, in part, after two years from the date of expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to maintain a minimum holding). The number of convertible units will be calculated on the basis of a mathematical algorithm that takes account, among other things, of the current value and initial value of the shares so as to cap the realisable gain.
With regard to the second award cycle, the vesting period for which expired on 14 June 2015, on 15 June 2017 further vested units were converted, in accordance with the Plan Terms and Conditions, into Atlantia's ordinary shares. As a result, Plan beneficiaries received 136,572 shares held by the Parent Company as treasury shares. The second award cycle for this Plan has thus also expired. Moreover, on 13 November 2017, the units awarded during the third award cycle (the vesting period for which expired on 9 November 2017) were converted, in accordance with the Plan Terms and Conditions, into Atlantia's ordinary shares. As a result, Plan beneficiaries received 77,159 shares held by the Company as treasury shares. The remaining options are convertible into Atlantia's ordinary shares from 9 November 2018.
As at 31 December 2017, taking into account lapsed units at that date, the remaining units outstanding total 97,336.
As approved by the Annual General Meetings of shareholders on 20 April 2011 and amended by the Annual General Meetings of 30 April 2013 and 16 April 2014, the MBO Share Grant Plan, serving as part payment of the annual bonus for the achievement of objectives assigned to each beneficiary under the Management by Objectives (MBO) plan adopted by the Atlantia Group in 2011, 2012 and 2013, entails the grant of up to 340,000 units free of charge annually for three years (2012, 2013 and 2014). Each unit will grant beneficiaries the right to receive one ordinary share in Atlantia SpA held in treasury.
The units granted (the number of which is based on the unit price of the company's shares at the time of payment of the bonus, and on the size of the bonus effectively awarded on the basis of achievement of the assigned objectives) will vest in accordance with the Plan terms and conditions, on expiration of the vesting period (three years from the date of payment of the annual bonus to beneficiaries, following confirmation that the objectives assigned have been achieved). Vested units will be converted into a maximum number of shares on expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to maintain a minimum holding), on the basis of a mathematical algorithm that takes account, among other things, of the current value and initial value of the shares, plus any dividends paid during the vesting period, so as to cap the realisable gain.
On 10 March 2017, Atlantia's Board of Directors, exercising the authority provided for in the Plan Terms and Conditions, awarded the beneficiaries of the MBO plan linked to the objectives for 2013 a gross amount in cash in place of the additional units to be awarded as a result of the payment of dividends during the vesting period. This amount is computed in such a way as to enable beneficiaries to receive a
net amount equal to what they would have received in case they had been awarded a number of Atlantia shares equal to the additional units and sold these shares in the market.
In addition, on 12 May 2017, the related vesting period expired. In accordance with the Terms and Conditions of this plan, all the units awarded thus vested, resulting in their conversion into Atlantia's ordinary shares and the allocation to beneficiaries of 61,627 shares held by the Company as treasury shares.
As at 31 December 2017, all the units awarded under this plan have thus lapsed.
The following table shows the main aspects of the cash-settled incentive plans. The table shows the options awarded to directors and employees of the Company and changes (in terms of new awards and the exercise, conversion or lapse of rights, and transfers or secondments to other Atlantia Group companies) during 2017. The table also shows the fair value (at the grant date) of each option awarded, as determined by a specially appointed expert, using the Monte Carlo model and other assumptions.
| Number of options/units awarded |
Vesting date Exercise / Grant date |
Exercise price (€) |
Fair value of each option or unit at grant date (€) |
Expected expiration at grant date (years) |
Risk free interest rate used |
Expected volatility (based on historic mean) |
Expected dividends at grant date |
||
|---|---|---|---|---|---|---|---|---|---|
| 2014 SHARE OPTION PLAN | |||||||||
| Options outstanding as at 1 January 2017 | |||||||||
| - 9 May 2014 grant | 385,435 | 9 May 2017 | 9 May 2020 | N/A (*) | 2.88 | 6.0 | 1.10% | 28.9% | 5.47% |
| - 8 May 2015 grant - 10 June 2016 grant |
642,541 659,762 |
8 May 2018 10 June 2019 |
8 May 2021 10 June 2022 |
N/A () N/A () |
2.59 1.89 |
6.0 3,0 - 6,0 |
1.01% 0.61% |
25.8% 25.3% |
5.32% 4.94% |
| - transfers/secondments | 33,356 | ||||||||
| 1,721,094 | |||||||||
| Changes in options in 2017 | |||||||||
| - options exercised | -175,165 | ||||||||
| - transfers/secondments | 104,778 | ||||||||
| - options lapsed | -12,120 | ||||||||
| Options outstanding as at 31 December 2017 | 1,638,587 | ||||||||
| 2017 PHANTOM SHARE OPTION PLAN | |||||||||
| Options outstanding as at 1 January 2017 | - | ||||||||
| Changes in options in 2017 | 4.40% | ||||||||
| - 12 May 2017 grant - options lapsed |
585,324 -7,411 |
14 June 2020 | 1 July 2023 | N/A (*) | 2.37 | 3,13 - 6,13 | 1.31% | 25.6% | |
| Options outstanding as at 31 December 2017 | 577,913 | ||||||||
| 2017 PHANTOM SHARE GRANT PLAN Units outstanding as at 1 January 2017 |
- | ||||||||
| Changes in units in 2017 | |||||||||
| - 12 May 2017 grant | 53,007 | 15 June 2020 | 1 July 2023 | N/A (*) | 23.18 | 3,13 - 6,13 | 1.31% | 25.6% | 4.40% |
| - options lapsed | -738 | ||||||||
| Units outstanding as at 31 December 2017 | 52,269 | ||||||||
| (*) Given that these are cash bonus plans, involving payment of a gross amount in cash, the 2014 Phantom Share Option Plan and the 2017 Phantom Share Option Plan do not require an exercise price. However, the Terms and Conditions of the plans indicate an "Exercise price" (equal to the arithmetic mean of Atlantia's share price in a determinate period) as the basis on which to calculate the gross amount to be paid to beneficiaries. 2014 Phantom Share Option Plan |
|||||||||
| Description On 16 April 2014, the Annual General Meeting of Atlantia's shareholders approved the new incentive plan named the "2014 Phantom Share Option Plan", subsequently approved, within the scope of their responsibilities, by the boards of directors of the subsidiaries employing the beneficiaries. The plan entails the |
|||||||||
| award of phantom share options free of charge in three annual award cycles (2014, 2015 and 2016), being options that give beneficiaries the right to payment of a gross amount in cash, computed on the basis of the increase in the value of Atlantia's ordinary shares in the relevant three-year period. |
|||||||||
| In accordance with the Terms and Conditions of the plan, the options granted will only vest if, at the end of the vesting period (equal to three years from the date on which the options were awarded to the beneficiaries by |
|||||||||
| the Board of Directors), a minimum operating/financial performance target for (alternatively) the Group, the | |||||||||
| Company or for one or more of Autostrade per l'Italia's subsidiaries, as indicated for each Plan beneficiary | |||||||||
| (the "hurdle"), has been met or exceeded. The vested options may be exercised from, in part, the first day | |||||||||
| immediately following the vesting period, with the remaining part exercisable from the end of the first year |
after the end of the vesting period and, in any event, in the three years after the end of the vesting period (without prejudice to the Terms and Conditions of the plan as regards minimum holding requirements for executive directors and key management personnel). The number of exercisable options is to be computed in application of a mathematical algorithm, taking into account, among other things, the current value, the target value and the exercise price, in order to cap the realisable gain.
The vesting period for the first cycle of the Plan expired on 9 May 2017. From this date until 31 December 2017 a total of 175,165 phantom options awarded under the first award cycle were exercised. Thus, as at 31 December 2017, after taking into account lapsed options at that date, the remaining options outstanding amount to 1,638,587. The unit fair values of the options awarded under the first, second and third award cycles were remeasured as at 31 December 2017 as €5.63, €3.37 and €3.05, respectively.
On 21 April 2017, the Annual General Meeting of Atlantia's shareholders approved the new incentive plan named the "2017 Phantom Share Option Plan", subsequently also approved, within the scope of their responsibilities, by the boards of directors of the subsidiaries employing the beneficiaries. The Plan entails the award of phantom share options free of charge in three annual award cycles (2017, 2018 and 2019), to be awarded to directors and employees with key roles within the Group. The options grant beneficiaries the right to payment of a gross amount in cash, computed on the basis of the increase in the value of Atlantia's ordinary shares in the relevant period.
In accordance with the Terms and Conditions of the Plan, the options granted will only vest if, at the end of the vesting period (15 June 2020 for options awarded in 2017, 15 June 2021 for options awarded in 2018 and 15 June 2022 for options awarded in 2019), one or more minimum operating/financial performance targets for (alternatively) the Group, the Company or one or more of Atlantia's subsidiaries, as indicated for each Plan beneficiary (the "hurdle"), have been met or exceeded. A portion of the vested options may be exercised from the 1 July immediately following the end of the vesting period, with the remaining options exercisable from the end of the first year after the end of the vesting period and, in any event, in the three years from 1 July of the year in which the vesting period ends (without prejudice to the Terms and Conditions of the Plan as regards minimum holding requirements for executive directors and key management personnel). The number of exercisable options is to be computed in application of a mathematical algorithm, taking into account, among other things, the current value, the target value and the exercise price, in order to cap the realisable gain.
On 12 May 2017, Atlantia's Board of Directors selected the beneficiaries for the first cycle of the Plan in question. This resulted in the award of a total of 585,324 phantom options with a vesting period from 12 May 2017 to 15 June 2020 and an exercise period from 1 July 2020 to 30 June 2023. As at 31 December 2017, after taking into account lapsed options at that date, the remaining options outstanding amount to 577,913. The unit fair value of the options at that date was remeasured as €2.9, in place of the unit fair value at the grant date.
On 21 April 2017, the Annual General Meeting of Atlantia's shareholders approved the new incentive plan named the "2017 Phantom Share Grant Plan", subsequently also approved, within the scope of their responsibilities, by the boards of directors of the subsidiaries employing the beneficiaries. The Plan
entails the award of phantom shares free of charge in three annual award cycles (2017, 2018 and 2019), to be awarded to directors and employees with key roles within the Group. The units grant beneficiaries the right to payment of a gross amount in cash, computed on the basis of the value of Atlantia's ordinary shares in the period prior to the period in which the units are awarded.
In accordance with the Terms and Conditions of the Plan, the units granted will only vest if, at the end of the vesting period (15 June 2020 for units granted in 2017, 15 June 2021 for units granted in 2018 and 15 June 2022 for units granted in 2019), one or more minimum operating/financial performance targets for (alternatively) the Group, the Company or one or more of Atlantia's subsidiaries, as indicated for each Plan beneficiary (the "hurdle"), have been met or exceeded. A portion of the vested units will be convertible from the 1 July immediately following the end of the vesting period, with the remaining options exercisable from the end of the first year of the exercise period and, in any event, in the three years from 1 July of the year in which the vesting period ends (without prejudice to the Terms and Conditions of the Plan as regards minimum holding requirements for executive directors and key management personnel). The number of exercisable options is to be computed in application of a mathematical algorithm, taking into account, among other things, the current value and initial value of the shares, in order to cap the realisable gain.
On 12 May 2017, Atlantia's Board of Directors selected the beneficiaries for the first cycle of the Plan in question. This resulted in the award of a total of 53,007 units, vesting in the period from 12 May 2017 to 15 June 2020 and exercisable in the period from 1 July 2020 to 30 June 2023.
As at 31 December 2017, after taking into account lapsed units at that date, the remaining units outstanding amount to 52,269. The unit fair value of the options at that date was remeasured as €26.44, in place of the unit fair value at the grant date.
The official prices of Atlantia's ordinary shares in the various periods covered by the above plans are shown below:
In accordance with the requirements of IFRS 2, as a result of existing plans, in 2017 the Company has recognised staff costs of €4,660 thousand, based on the accrued fair value of the options and units awarded at that date, including €457 thousand accounted for as an increase in equity reserves. In contrast, the liabilities represented by phantom share options outstanding as at 31 December 2017 have been recognised in other current and non-current liabilities, based on the assumed exercise date.
Finally, following the exercise, by Atlantia's Board of Directors, of its authority to award phantom options in place of any additional options due, at the end of the third cycle of the "MBO Share Grant Plan", the amount of €387 thousand was reclassified from equity reserves to other current liabilities, corresponding to the initial estimate of the fair value of the additional options.
On 21 February 2018, an Extraordinary General Meeting of Atlantia's shareholders voted to extend the deadline for execution of the capital increase to service the Offer for Abertis from 30 April to 30 November 2018, and to reschedule the lock-up period for the special shares, to be issued as a result of the capital increase to service the tender offer, making it 90 days from issue of the shares (as opposed to a set date).
Following on from the agreement entered into on 2 March 2018, on 9 March 2018, Atlantia acquired a 100% interest in Aero 1 Global & International Sàrl, a Luxembourg-based investment vehicle, from a number of funds managed by Goldman Sachs Infrastructure Partners. Aero 1 Global & International Sàrl holds a 15.49% interest in Groupe Eurotunnel SE (Getlink), representing 26.66% of the related voting rights (percentages based on the total number of shares in issue, amounting to 550,000,000, and on the total number of voting rights, amounting to 639,030,648, in accordance with information published by Getlink on 16 February 2018).
The total cost of the acquisition is €1,056 million.
Voluntary public tender offer, in cash and/or shares, for all the shares of Abertis Infraestructuras Information on events relating to the voluntary public tender offer, in cash and/or shares, for all the shares of Abertis Infraestructuras, after 31 December 2017, is provided in the section, "Other information", in the Report on Operations.
Dear Shareholders,
In conclusion, we invite you:
For the Board of Directors
The Chairman

ANNEX 1
The above annex has not been audited.
| Type of service | Provider of service | Note | Fees (€000) |
|---|---|---|---|
| Audit | Parent Company's auditor | 4 8 |
|
| Certification | Parent Company's auditor | (1) | 2 3 |
| Other services | Parent Company's auditor | (2) | 1,103 |
| Other services | Associate of Parent Company's auditor | (3) | 2 4 |
| Total Parent Company | 1,198 |
(1) Opinion on payment of interim dividends.
(2) In relation to the offer, in cash and/or shares, for the shares of Abertis Infraestructuras, the fairness opinion in accordance with art. 2441 of the Italian Civil Code and checks on pro forma financial information. In addition, as in previous years, this includes signature of consolidated and 770 tax forms, agreed upon procedures on data and accounting information, checks carried out to meet the requirements for tenders in which the Group has taken part, the review of the sustainability report and a comfort letter on the offering circular.
(3) Audit of the internal control system.
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Relazione Finanziaria Annuale 2013 13
2 March 2018
Giovanni Castellucci Giancarlo Guenzi Chief Executive Officer Manager responsible for financial reporting

2 March 2018
Giovanni Castellucci Giancarlo Guenzi Chief Executive Officer Manager responsible for financial reporting
(pursuant to art. 153 of Legislative Decree 58/1998)
The Board of Statutory Auditors of Atlantia SpA ("Atlantia" or the "Company"), pursuant to art. 153 of Legislative Decree 58/1998 (the "Consolidated Finance Act" or "CFA"), is required to report to the Annual General Meeting, called to approve the financial statements, on the audit activities conducted during the financial year within the scope of our responsibilities, on any omissions and irregularities observed and on the results for the Company's financial year. The Board of Statutory Auditors is also required to make proposals regarding the financial statements and their approval and on any other matters falling within the scope of our responsibilities.
The Board of Statutory Auditors in office at the date of this report was elected by the Annual General Meeting of 24 April 2015 and its members are Corrado Gatti (Chairman), Alberto di Nigro (standing Auditor), Lelio Fornabaio (standing Auditor), Silvia Olivotto (standing Auditor) and Livia Salvini (standing Auditor).
During the annual reporting period ended 31 December 2017, we performed the audit procedures required by law (and, in particular by art. 149 of the CFA and art. 19 of Legislative Decree 39/2010), adopting the Standards recommended by the Italian accounting profession and in compliance with CONSOB requirements regarding corporate controls, and the recommendations in the Corporate Governance Code.
In accordance with the provisions of art. 149 of the CFA, the Board of Statutory Auditors is required to oversee:
■ the adequacy of the guidelines communicated by the Company to its subsidiaries pursuant to article 114, paragraph 2 of the CFA.
The Board of Statutory Auditors obtained the information needed in order to conduct its assigned audit activities by participating in meetings of the Board of Directors and of the various board committees, during discussions with the management of the Company and the Group, during meetings with the independent auditors and with the boards of statutory auditors of Group companies, through examination of the information obtained by the relevant company departments and through further audit activities.
The above audit procedures were carried out during 17 meetings of the Board of Statutory Auditors, by taking part in 12 meetings of the Board of Directors, and through the participation of the Chairman of the Board of Statutory Auditors, or another Auditor, in meetings of the Internal Control, Risk and Corporate Governance Committee and the Human Resources and Remuneration Committee, and the Board's participation in the General Meetings of shareholders held on 21 April 2017 and 2 August 2017. In addition, as a result of the audit procedures carried out and on the basis of the information obtained from the independent auditors, we are not aware of any negligence, fraud, irregularities or any other material events, that would require a report to be made to regulatory bodies.
The Board of Statutory Auditors:
The Board of Statutory Auditors observed that adequate supporting documentation on matters to be discussed at Board of Directors' meetings was made available to the Directors and Statutory Auditors with reasonably in advance by publication in a specific internal database. In addition, during the year, the Company organises induction sessions for Directors and Statutory Auditors (3 were held in 2017), focusing on issues relating to Atlantia's operations, its business and the strategies of its key subsidiaries.
Based on the information obtained, the Board of Statutory Auditors notes that strategic decisions are correctly informed and reasonable and that Directors are aware of the risks involved and the impact of the transactions carried out.
The Board of Statutory Auditors did not find evidence of material atypical and/or unusual transactions, including intra-group or intra-group and other related party transactions
The Board has also assessed the adequacy of the information provided in the management report on operations, regarding the absence of atypical and/or unusual transactions, including intra-group or intra-group and other related party transactions.
With regard to the provisions of art. 149, paragraph 1.c-bis of the CFA relating to the Board of Statutory Auditors' supervision "of the methods of actually implementing the corporate governance rules laid down in the corporate governance codes prepared by stock exchange companies and the related trade associations, with which the Company has publicly declared it will comply", the Board of Statutory Auditors reports that:

commitments, highlighting the choices made by the Company in applying corporate governance standards;
The Board of Statutory Auditors has verified ordinary or recurring related party and/or intra-group transactions, with regard to which we report the following:
The Procedure (which is revised at least every three years by the Board of Directors, in consultation with the Committee of Independent Directors with responsibility for Related Party Transactions) was last revised by the Board of Directors on 15 December 2017, with the prior agreement of the Committee of Independent Directors with responsibility for Related Party Transactions communicated on 22 November 2017, in order to reflect organisational changes within Atlantia and the Group and to ensure correct flows of information between the various parties involved in the process;
Pursuant to art. 19 of Legislative Decree 39/2010, as amended by Legislative Decree 135/2016, the committee responsible for the internal and statutory audits of an entity, whose role, in entities of public interest (which include listed companies) that have adopted a traditional governance system, is fulfilled by the board of statutory auditors, is responsible for:
The Board of Statutory Auditors interacted with the Internal Control, Risk and Corporate Governance Committee, a Board committee, with the aim of coordinating expertise, exchanging information, engaging in ongoing consultation and avoiding any overlap between their activities.
* * *
With specific reference to Legislative Decree 39/2010, the following should be noted.
A) Reporting to the Board of Directors on the outcome of the statutory audit and on the additional report required by art. 11 of the European Regulation (EU) 537/2014
The Board states that the independent auditors, Deloitte & Touche SpA ("Deloitte & Touche") issued the additional report required by art. 11 of the European Regulation on 29 March 2018, describing the results of its statutory audit of the accounts and including the written confirmation of independence required by art. 6, paragraph 2.a) of the Regulation, in addition to the disclosures required by art. 11 of the Regulation, without noting any significant shortcomings. The Board of Statutory Auditors will inform the Company's Board of Directors of the outcome of the statutory audit, submitting to Directors the additional report, accompanied by any eventual observations pursuant to art. 19 of Legislative Decree 39/2010.
The Board of Statutory Auditors has verified the existence of regulations and procedures governing the process of preparing and publishing financial information. In this regard, the Annual Report on Corporate Governance and the Ownership Structure defines guidelines for the establishment and management of administrative and accounting procedures. The Board of Statutory Auditors, with the assistance of the manager responsible for financial reporting, examined the procedures involved in preparing the Company's financial statements and the consolidated financial statements, in addition to periodic financial reports. The Board of Statutory Auditors also received information on the process that enabled the manager responsible for financial reporting and the Chief Executive Officer to issue the attestations required by art. 154-bis of the CFA on the occasion of publication of the separate and consolidated annual financial statements and of the interim half-year report.
With reference to the oversight required by art. 19 of Legislative Decree 39/2010, relating to financial reporting, the Board of Statutory Auditors has verified that the administrative and accounting aspects of the internal control system, as they relate to the attestations to be issued by the Chief Executive Officer and the manager responsible for financial reporting, were revised in 2017. The process entailed Group-level analyses of significant entities and the related significant processes, through the mapping of activities carried out to verify the existence of controls (at entity and process level) designed to oversee compliance risk in respect of the law and accounting regulations and standards relating to periodic financial reporting. Effective application of the administrative and accounting procedures was verified by the manager responsible for financial reporting, with the assistance of the relevant internal departments (including the Internal Audit department) and leading firms of consultants.
The Board of Statutory Auditors also verified the adequacy of the guidelines communicated by the Company to its subsidiaries pursuant to article 114, paragraph 2 of the CFA and, with regard to art. 36 of the CONSOB Regulation on markets, adopted with resolution 16191 of 29 October 2007 (which has introduced requirements for subsidiaries incorporated under, or regulated by, the laws of non-EU states and of material significance for the purposes of the consolidated financial statements), verified that the Group companies to which the regulations are applicable have adopted procedures enabling them to submit reporting packages, for use during preparation of the consolidated financial statements, on a regular basis to the Company's management and the Parent Company's independent auditors.
On 2 March 2018, the Chief Executive Officer and the manager responsible for financial reporting issued the attestations of the consolidated and separate financial statements required by art. 81-ter of the CONSOB Regulations of 14 May 1999, as amended.
The Board of Statutory Auditors thus believes the financial reporting process to be adequate and deems that there is nothing to report to the General Meeting.
C) Oversight of the effectiveness of the internal control, internal audit and risk management systems The Board of Statutory Auditors has overseen the adequacy and efficiency of the internal control and risk management systems. You will recall that, in order to assess the correct functioning of the internal control system, in 2017 the Board of Directors made use of the Internal Control, Risk and Corporate Governance Committee, the Head of the Group's Internal Audit department (operating with an adequate level of independence and suitably equipped to carry out the assigned role), who reported on her activities to the Chairman, Chief Executive Officer, the Internal Control, Risk and Corporate Governance Committee, the Board of Statutory Auditors, the Group Control and Risk Management department, the Supervisory Board and the Ethics Officer.
As reported in the Annual Report on Corporate Governance and the Ownership Structure, in the fourth quarter of 2017, the Head of Group Compliance and Security was appointed Head of Anti-corruption for the Group and Atlantia.
In particular, during our periodic meetings with the Head of Internal Audit and the Head of Group Control and Risk Management, the Board of Statutory Auditors was kept fully informed regarding internal auditing activities (with a view to assessing the adequacy and functionality of the internal control system, and compliance with the law and with internal procedures and regulations), and Risk Management activities, which is responsible for overseeing the management of risk via correct implementation and development of the COSO Enterprise Risk Management (ERM), a methodological framework that Atlantia has adopted to identify, measure, manage and monitor the risks inherent in the Company's current Business Risk Model (compliance, regulatory and operational risks). In this regard, a memorandum of 4 December 2017 appointed a Risk Officer to operate within the Group Control and Risk Management department. The Risk Officer is responsible for (i) the annual preparation of the Company's Risk Appetite (on the basis of the methodological guidelines on Risk Management issued by the Parent Company and in keeping with the Group's Risk Appetite, and (ii) the annual update of the Company's catalogue of risks, in agreement with the Risk Owners.
It should be remembered that, on 11 December 2014, the Board of Directors, at the recommendation of the Director Responsible for the Internal Control and Risk Management System, with the prior agreement of the Internal Control, Risk and Corporate Governance Committee and having consulted with the Board of Statutory Auditors, established an Internal Audit department (later named "Group Internal Audit"), effective from 1 January 2015, and appointed, with effect from the same date, the Group's Head of Internal Audit. In accordance with art. 11.3 of Atlantia's Corporate Governance Code, "the Head of Internal Audit is responsible for verifying that the internal control and risk management system is properly functioning and fit for purpose". The same person is required to prepare "periodic reports containing sufficient information on audit activities, the method of risk management and compliance with plans developed for risk mitigation. The periodic reports must contain an assessment of the internal control and risk management system". On 16 February 2017, the Head of Group Internal Audit issued her report on the fitness of the internal control and risk management system, which supplements the reports prepared periodically and submitted to the Internal Control, Risk and Corporate Governance Committee and the Board of Statutory Auditors, and contains an assessment of whether or not the internal control and risk management system is fit for purpose (to the extent of her responsibilities). This assessment then forms the basis for the overall assessment of the internal control system that Atlantia's Internal Control, Risk and Corporate Governance Committee submits annually to the Company's Board of Directors. The report for 2017, issued on 15 February 2018, states that the internal control and risk management system is fit to ensure that the Company is managed in a way that is sound, proper and consistent with pre-established objectives.
At the Board of Directors' meeting of 15 December 2016, art. 1.3 of the Corporate Governance Code was implemented. This requires the Board of Directors to define the nature and degree of risk compatible with the issuer's strategic goals, specifying that the Directors must include an assessment of all the risks that may affect the medium/long-term sustainability of the Company's operations.
On the recommendation of the Director Responsible for the Internal Control and Risk Management System, with the agreement of the Internal Control, Risk and Corporate Governance Committee and in consultation with the Board of Statutory Auditors, at its meeting of 10 March 2017, the Board of Directors set out the guidelines for the internal control and risk management system and gave a positive assessment of Atlantia's internal control and risk management system.
At its meeting of 9 June 2017, the Board of Directors established the nature and degree of risk compatible with the strategic goals of Atlantia and the Group.
At its meeting of 15 December 2017, the updated catalogue of risks was presented to the Board of Directors.
Finally, at the meeting of 2 March 2018, after noting the conclusions of the analysis by the Control, Risk and Corporate Governance Committee of the information provided by staff responsible for the internal control and risk management system, the Board of Directors concluded that the internal control and risk management system can be deemed adequate, efficacious and in good working order.
In addition, the Board of Statutory Auditors also notes that, during 2017, Atlantia's Supervisory Board (set up in compliance with Legislative Decree 231/2001) continued its review of the organisational, management and control model ("OMCM") adopted by Atlantia, pursuant to Legislative Decree 231/2001, in order to ensure that the model had kept pace with changes in legislation and in the Company's organisational structure during the year.
During the second half of 2017, the Supervisory Board completed its revision of the OMCM in view of changes in the related legislation and in the Company's operating environment and organisational structure. The revised OMCM was approved by Atlantia's Board of Directors on 15 December 2017, without any amendments to the text proposed by the Supervisory Board.
The Supervisory Board also implemented the plan of action for monitoring and assessing the adequacy and effective implementation of the OMCM.
The Board of Statutory Auditors has examined the Supervisory Board's reports on their activities in the first and second halves of 2017 and we do not have anything to mention in this regard in this report.
D) Oversight of the statutory audit of the separate and consolidated financial statements
We declare that:
The Board of Statutory Auditors verified, also with reference to the provisions of art. 19 of Legislative Decree 39/2010, the independence of the independent auditors, Deloitte & Touche, checking the nature and entity of any non-audit services provided to Atlantia, its subsidiaries and entities under common control by the auditors and by their associates. The fees paid by the Atlantia Group to the independent auditors, Deloitte & Touche or associates of Deloitte & Touche, are as follows:
| €000 | |
|---|---|
| Audit | 1,069 |
| Certification (audit-related) | 46 |
| Other services | 1,413 |
| Total | 2,528 |
It should be noted that the category "Other services" (those other than audit or certification) includes a total of €1,000 thousand relating to the fairness opinion required by art. 2441 of the Italian Civil Code (€800 thousand) and the checks carried out on the pro forma financial information (€200 thousand) relating to the voluntary public tender offer, in cash and/or shares, for Abertis Infraestructuras SA. In addition, €219 thousand regards the services relating to signature of the Company's tax return and Form 770, agreed-upon procedures on accounting data and information, audit procedures relating to tenders in which the Group participated, a review of the sustainability report and comfort letters for offering circulars. A further €24 thousand regards checks on the internal control system (services provided by associates of the independent auditors), whilst €170 thousand regards checks on the internal control system and agreed-upon procedures on accounting data and information (services provided by associates of the independent auditors).
"Other Services" accounted for 126.73% of the total fees paid for "Audit" and "Certification (auditrelated)" services, whilst "Other services" accounted for 55.89% of the total value of the engagements assigned to the independent auditors.
The Board of Statutory Auditors deems that therefore deems that the fairness opinion required by art. 2441 of the Italian Civil Code, and the checks carried out on the pro forma financial information relating to the voluntary public tender offer, in cash and/or shares, for Abertis Infraestructuras SA, are of an exceptional and non-recurring nature. As a result, after excluding the related fees, "Other Services" accounted for 37.04% of the fees paid for "Audit" and "Certification (audit-related)" services. In the light of the above, the Board therefore believes that the independent auditors, Deloitte & Touche, meet the requirements for independence. Deloitte & Touche provided their annual confirmation of independence on 29 March 2018.
Finally, it should be noted that, pursuant to art. 13, paragraph 1 of Legislative Decree 39/2010, on 27 February 2018, the Board of Statutory Auditors submitted its reasoned proposal, to be put to shareholders, in relation to Deloitte & Touche's request for the payment of additional fees of €10 thousand, received by the Company on 16 February 2018. The request follows an increase, of a recurring nature, in the workload of the independent auditors as a result of the new legislative framework for statutory audits and the new audit standards (ISA Italy) for each of the years between 2017 and 2020.
The Board has adopted the procedure for selecting independent auditors and the recommendation for independent auditors pursuant to article 16 of European Regulation 537/2014.
The Board of Statutory Auditors states that:
With specific regard to our examination of the financial statements as at and for the year ended 31 December 2017, the consolidated financial statements (prepared in accordance with the IAS/IFRS issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, and in compliance with the measures introduced by the CONSOB in application of paragraph 3 of art. 9 of Legislative Decree 38/2005) and the report on operations, the Board of Statutory Auditors states the following:

Atlantia's Board of Directors has approved the Consolidated Non-financial Statement – Integrated Report for 2017, prepared pursuant to Legislative Decree 254/2016.
On 29 March 2018, the independent auditors issued their report on the compliance of the information provided in the consolidated non-financial statement with statutory requirements and reporting standards adopted.
The Board of Statutory Auditors oversaw compliance with the provisions of Legislative Decree 254/2016 and we do not have anything to mention in this regard in this report.
The Board of Statutory Auditors is in favour of approval of the financial statements as at and for the year ended 31 December 2017 and has no objections regarding the Board of Directors' proposal for the appropriation of profit for the year.
The term of office of the Board of Statutory Auditors elected by the Annual General Meeting of 24 April 2015 expires with approval of the financial statements as at and for the year ended 31 December
In the meantime, we would like to take this opportunity to thank you for the trust you have placed in us during the our term of office.
***
Pursuant to art. 144 quinquiesdecies of the Regulations for Issuers, approved by the CONSOB with Resolution 11971/99, as amended, the list of positions held by members of the Board of Statutory Auditors at the companies in Book V, Section V, Chapters V, VI and VII of the Italian Civil Code is published by the CONSOB on its website (www.consob.it).
***
Rome, 29 March 2018
Board of Statutory Auditors The Chairman Corrado Gatti
Report of the Board of statutory Auditors to the Annual General Meeting
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Deloitte & Touche S.p.A. Via della Camilluccia, 589/A 00135 Roma Italia
Tel: +39 06 367491 Fax: +39 06 36749282 www.deloitte.it
To the Shareholders of Atlantia S.p.A.
We have audited the consolidated financial statements of Atlantia S.p.A. and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at December 31, 2017, and the consolidated income statement, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at December 31, 2017, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of national requlations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05.
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 Consolidated Financial Statements section of our report. We are independent of Atlantia S.p.A. (the "Company") in accordance with the ethical requirements applicable under Italian law to the audit of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Description of the key audit matter
The consolidated financial statements as at 31 December 2017 include "provisions for repair and replacement of motorway and airport infrastructure", equal to €1,483 million (of which elate
Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Mllano Napoli Padova Parma Roma Torino Treviso Verona
Sede Legale: Via Tortona, 25 - 20144 Milano | Capitale Sociale: Euro 10.328.220,00 i.v. Codice Fiscale/Registro delle Imprese Milano n. 03049560166 - R.E.A. Milano n. 1720239 | Partita IVA: IT 03049560166
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to Autostrade per I'Italia), and "provisions for airport refurbishment" equal to €183 million related to the Aeroporti di Roma group. These provisions reflect estimates of the costs to be incurred by the Group's operators (the "Operators") in order to meet the contractual obligations envisaged by their concession arrangements (the "Concessions"); in order to ensure the serviceability and safety of the motorways and airport infrastructure operated under concession.
The estimation process for the aforementioned provisions is highly detailed and complex and is based on a series of variables and expectations. These include technical assumptions about planning for the repair, replacement and refurbishment of each component of the infrastructure. Specifically, the main assumptions concern the duration of maintenance cycles, the serviceability of the infrastructure and the estimated costs to be incurred for each homogeneous class of intervention.
In consideration of the above, we considered the valuation of these provisions as a key audit matter for the consolidated financial statements of the Atlantia Group as at 31 December 2017.
Notes 3 and 7.14 to the consolidated financial statements for 2017, respectively, illustrate the accounting standards and policies applied by the Group and the movements in the aforementioned provisions during the year.
Audit procedures performed
Our audit procedures included, among others, the following:
Description of the key audit matter
Goodwill amounts to €4,535 million in the consolidated financial statements as at 31 December 2017, of which €4,383 million is allocated to the Autostrade per l'Italia cash generating unit ("CGU") and €152 million to the Aéroports de la Côte d'Azur CGU.
In accordance with the requirements of accounting standard IAS 36 - Impairment of Assets, Goodwill is not amortized but is tested for impairment at least once a year, by comparing the recoverable amount of the CGUs, determined on the basis of the "value in use" method, and its carrying amount, which include both goodwill and other tangible and intangible assets allocated to the CGUs.
In determining the recoverable amount, the Group considered future cash flows based on the long-term business plans prepared by the Operators on the basis of the assumptions and regulatory mechanisms envisaged by the concession arrangements. In particular, the assumptions include traffic forecasts, future investment to be carried out and the toll rates that are expected to be recognised.
In consideration of the significance of the Goodwill recorded in the consolidated financial statements of the Atlantia Group and of the complexity of the related valuation process, we considered the impairment test a key audit matter for the consolidated financial statements of the Atlantia Group as at 31 December 2017.
Note 7.2 to the Atlantia Group's consolidated financial statements for 2017 provides information regarding the impairment test conducted by the Group and the effects of the sensitivity analyses deriving from changes in the key variables used in carrying out the impairment test.
As part of our audit we have, among other things, carried out the following procedures, also with the support of our experts:
3
4
analysis of the adequacy of the disclosures related to the impairment tests and their compliance with accounting standard IAS 36.
Description of the key audit matter
During the 2017 financial year, the Group completed fair value measurement of the assets acquired and the liabilities assumed as a result of the acquisition of the Aéroports de la Côte d'Azur Group at the end of 2016 and the related allocation (Purchase Price Allocation - "PPA ") of these values in accordance with accounting standard IFRS 3 - Business Combinations.
Completion of the measurement process carried out by the Group's management, also with the support of an external consultant, has resulted in an increase in the fair value of the net assets acquired of €1,799 million, of which €1,151 million attributable to the Group, compared with the consideration paid of €1,303 million. The allocation of PPA values has resulted, among other things, in the recognition of Concession Rights of €2,619 million, of Deferred Tax Liabilities of €636 million and of Goodwill of €152 million.
Again in accordance with IFRS 3, the above-mentioned fair values have been recognized retrospectively and back-dated to the date of acquisition, resulting in the restatement and upward adjustment of the assets and liabilities previously included in the consolidated financial statements as at 31 December 2016.
In consideration of the significance of the transaction, combined with the degree of judgement associated mainly with the determination of the fair value of the net assets acquired, we considered this issue a kev audit matter for the consolidated financial statements of Atlantia Group as at 31 December 2017.
The disclosure in Note 6.1 to the Atlantia Group's consolidated financial statements as at December 31, 2017 provides details of the effects of completion of the process of accounting for the acquisition of Aéroports de la Côte d'Azur, as well as of the final amounts of the related fair values identified.
As part of our audit we have, among other things, carried out the following procedures, also with the support of our experts:
checks of the adequacy and completeness of the disclosure provided by the Group in the consolidated financial statements compared with the provisions of international accounting standard IFRS 3.
Reports
The Directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of national requlations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05, and, within the terms established by law, for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they have identified the existence of the conditions for the liquidation of the Company or the termination of the business or have no realistic alternatives to such choices.
The Board of Statutory Auditors is responsible for overseeing, within the terms established by law, the Group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the consolidated 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 quarantee 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with International Standards on Auditing (ISA Italia), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
5
6
We communicate 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 also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence applicable in Italy, and to communicate with them all relationships and other 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 determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report.
The Shareholders' Meeting of Atlantia S.p.A. has appointed us on April 24, 2012 as auditors of the Company for the years from December 31, 2012 to December 31, 2020.
We declare that we have not provided prohibited non-audit services referred to in art. 5 (1) of EU Regulation 537/2014 and that we have remained independent of the Company in conducting the audit.
We confirm that the opinion on the financial statements expressed in this report is consistent with the additional report to the Board of Statutory Auditors, in its role of Audit Committee, referred to in art. 11 of the said Regulation.
The Directors of Atlantia S.p.A. are responsible for the report on operations and the report on corporate governance and the ownership structure of Atlantia Group as at December 31, 2017, including their consistency with the related consolidated financial statements and their compliance with the law.
We have carried out the procedures set forth in the Auditing Standard (SA Italia) n. 720B in order to express an opinion on the consistency of the report on operations and some specific information contained in the report on corporate governance and the ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98, with the consolidated financial statements of Atlantia Group as at December 31, 2017 and on their compliance with the law, as well as to make a statement about any material misstatement.
In our opinion, the above-mentioned report on operations and some specific information contained in the report on corporate governance and the ownership structure are consistent with the consolidated financial statements of Atlantia Group as at December 31, 2017 and are prepared in accordance with the law.
With reference to the statement referred to in art. 14, paragraph 2 (e), of Legislative Decree 39/10, made on the basis of the knowledge and understanding of the Group and of the related context acquired during the audit, we have nothing to report.
The Directors of Atlantia S.p.A. are responsible for the preparation of the non-financial statement pursuant to Legislative Decree 30 December 2016, no. 254.
We verified the approval by the Directors of the non-financial statement.
Pursuant to art. 3, paragraph 10 of Legislative Decree 30 December 2016, no. 254, this statement is subject of a separate attestation issued by us.
DELOITTE & TOUCHE S.p.A.
Signed by Fabio Pompei Partner
Rome, Italy March 29, 2018
This report has been translated into the English language solely for the convenience of international readers.
Deloitte & Touche S.p.A. Via della Camilluccia, 589/A 00135 Roma Italia
Tel: +39 06 367491 Fax: +39 06 36749282 www.deloitte.it
To the Shareholders of Atlantia S.p.A.
We have audited the financial statements of Atlantia S.p.A. (the Company), which comprise the statement of financial position as at December 31, 2017, and the income statement, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying 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 the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05.
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 ethical requirements applicable under Italian law to the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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.
"Investments" amount to €9,699 million in the financial statements as at 31 December 2017, of which £5,686 million related to investments in subsidiaries that include the value of goodwill. These investments include €5,333 million relating to Autostrade per l'Italia S.p.A. and €353 million relating to Azzurra Aeroporti S.r.l., the holding company that controls the Aéroports de la Côte d'Azur group. Both investments correspond to cash generating units ("CGUs").
Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova Parma Roma Torino Treviso Verona Sede Legale: Via Tortona. 25 - 20144 Milano | Capitale Sociale: Euro 10.328.220.00 i.v.
Codice Fiscale/Registro delle Imprese Milano n. 03049560166 - R.E.A. Milano n. 1720239 | Partita IVA: IT 03049560166
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In accordance with the provisions of accounting standard IAS 36 - Impairment of Assets, the Company verifies the recoverability of the carrying amount of the aforementioned investments at the reporting date ("impairment test").
Specifically, the impairment test is performed by comparing the recoverable amounts of the CGUs, determined on the basis of the "value in use" method, and the carrying amounts of the investments, which include both goodwill and other tangible and intangible assets allocated to the CGUs.
In determining the recoverable amount, the Company considered future cash flows based on the long-term business plans prepared by the subsidiaries on the assumptions and regulatory mechanisms envisaged by the concession arrangements. In particular, the assumptions include traffic forecasts, future investment to be carried out and the toll rates that are expected to be recognised.
In consideration of the significance of the value of the investments combined with the complexity of the related valuation process, we considered the impairment test to be a key audit matter for Atlantia S.p.A.'s financial statements.
Notes 3 and 5.3 to the financial statements for 2017 provide, respectively, information regarding the valuation criteria applied by the Company and changes of the line item during the year.
As part of our audit we have, among other things, carried out the following procedures, also with the support of our experts:
3
The Directors are responsible for the preparation of financial statements that qive a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of national regulations issued pursuant to art. 9 of Italian Legislative Decree no. 38/05 and, within the terms established by law, for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they have identified the existence of the conditions for the liquidation of the Company or for the termination of the operations or have no realistic alternative to such choices.
The Board of Statutory Auditors is responsible for overseeing, within the terms established by law, the Company's financial reporting process.
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 the 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 exercise professional judgment and maintain professional skepticism throughout the audit. We also:
· Evaluate 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.
4
We communicate 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 also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence applicable in Italy, and to communicate with them all relationships and other 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 determine 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 describe these matters in our auditors' report.
The Shareholders' Meeting of Atlantia S.p.A. has appointed us on April 24, 2012 as auditors of the Company for the years from December 31, 2012 to December 31, 2020.
We declare that we have not provided prohibited non-audit services referred to in art. 5 (1) of EU Regulation 537/2014 and that we have remained independent of the Company in conducting the audit.
We confirm that the opinion on the financial statements expressed in this report is consistent with the additional report to the Board of Statutory Auditors, in its role of Audit Committee, referred to in art. 11 of the said Regulation.
The Directors of Atlantia S.p.A. are responsible for the preparation of the report on operations and the report on corporate governance and ownership structure of Atlantia S.p.A. as at December 31, 2017, including their consistency with the related financial statements and their compliance with the law.
We have carried out the procedures set forth in the Auditing Standard (SA Italia) n. 720B in order to express an opinion on the consistency of the report on operations and some specific information contained in the report on corporate governance and ownership structure set forth in art. 123-bis, n. 4 of Legislative Decree 58/98 with the financial statements of Atlantia S.p.A. as at December 31, 2017 and on their compliance with the law, as well as to make a statement about any material misstatement.
In our opinion, the above-mentioned report on operations and information contained in the report on corporate governance and ownership structure are consistent with the financial statements of Atlantia S.p.A. as at December 31, 2017 and are prepared in accordance with the law.
5
With reference to the statement referred to in art. 14, paragraph 2 (e), of Legislative Decree 39/10, made on the basis of the knowledge and understanding of the entity and of the related context acquired during the audit, we have nothing to report.
DELOITTE & TOUCHE S.p.A.
Signed by
Fabio Pompei Partner
Rome, Italy March 29, 2018
This report has been translated into the English language solely for the convenience of international readers.

KEY INDICATORS EXCTRACTED FROM THE FINANCIAL STATEMENTS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES, AS DEFINED BY PARAGRAPHS 3 AND 4 OF ART. 2429, OF THE ITALIAN CIVIL CODE
The figures provided below were extracted from the most recent financial statements approved by the companies' respective boards of directors. he companies' reporting date is 31 December of each year, unless otherwise indicated. The companies prepare their financial statements in accordance with international financial reporting standards, with the exception of Autostrade dell'Atlantico, Azzurra Aeroporti, Fiumicino Energia, Pavimental, SPEA Engineering, Autostrade Indian Infrastucture and Pune Solapur Expressways Private, which prepare their financial statements in accordance with accounting principles generally accepted in their countries.
| €000 | FINANCIAL POSITION | 31 DECEMBER | 2016 31 DECEMBER 2015 |
|---|---|---|---|
| Non-current assets | 18,803,703 | 19,958,335 | |
| Current assets | 4,852,538 | 3,218,223 | |
| Total assets | 23,656,241 | 23,176,558 | |
| Equity | 3,605,115 | 2,565,608 | |
| of which issued capital | 622,027 | 622,027 | |
| Liabilities | 20,051,126 | 20,610,950 | |
| Total equity and liabilities | 23,656,241 | 23,176,558 |
| €000 | RESULTS OF OPERATIONS | 2016 | 2015 |
|---|---|---|---|
| Operating revenue | 3,717,539 | 3,778,650 | |
| Operating costs | -2,076,373 | -2,102,128 | |
| Operating profit/(loss) | 1,641,166 | 1,676,522 | |
| Profit/(loss) for the period | 619,121 | 954,953 |
| €000 | FINANCIAL POSITION | 31 DECEMBER | 2016 31 DECEMBER 2015 |
|---|---|---|---|
| Non-current assets | 2,524,722 | 2,231,667 | |
| Current assets | 417,812 | 554,415 | |
| Total assets | 2,942,534 | 2,786,082 | |
| Equity | 1,101,042 | 1,128,704 | |
| of which issued capital | 62,225 | 62,225 | |
| Liabilities | 1,841,492 | 1,657,378 | |
| Total equity and liabilities | 2,942,534 | 2,786,082 |
| €000 | RESULTS OF OPERATIONS | 2016 | 2015 |
|---|---|---|---|
| Operating revenue | 1,170,210 | 941,220 | |
| Operating costs | -796,219 | -692,693 | |
| Operating profit/(loss) | 373,991 | 248,527 | |
| Profit/(loss) for the period | 215,742 | 134,556 |
| €000 | FINANCIAL POSITION | 31 December 2017 | 31 DECEMBER 2016 |
|---|---|---|---|
| Non-current assets | 424,783 | 516,342 | |
| of which non-current investments | 378,236 | 470,897 | |
| Current assets | 14,568 | 68,750 | |
| Other assets | - | - | |
| Total assets | 439,351 | 585,092 | |
| Equity | 178,507 | 574,490 | |
| of which issued capital | 1,000 | 1,000 | |
| Provisions and post-employment benefits | - | 2,492 | |
| Payables | 260,844 | 8,110 | |
| Other liabilities | - | - | |
| Total equity and liabilities | 439,351 | 585,092 |
| €000 | RESULTS OF OPERATIONS | 2017 | 2016 |
|---|---|---|---|
| Value of production | - | - | |
| Cost of production | -3,216 | -102 | |
| Operating profit/(loss) | -3,216 | -102 | |
| Profit/(loss) for the period | 2,270 | 2,701 |
| €000 | FINANCIAL POSITION | 31 December 2017 | 31 DECEMBER 2016 |
|---|---|---|---|
| Non-current assets | 1,303,049 | 1,303,049 | |
| of which non-current investments | 1,303,049 | 1,303,049 | |
| Current assets | 34,470 | 8,307 | |
| Other assets | 1 8 |
- | |
| Total assets | 1,337,537 | 1,311,356 | |
| Equity | 690,430 | 662,789 | |
| of which issued capital | 2,500 | 2,500 | |
| Provisions and post-employment benefits | - | - | |
| Payables | 646,966 | 648,458 | |
| Other liabilities | 141 | 109 | |
| Total equity and liabilities | 1,337,537 | 1,311,356 |
| €000 | RESULTS OF OPERATIONS | 2017 | 2016 |
|---|---|---|---|
| Value of production | - | - | |
| Cost of production | -1,686 | -10,388 | |
| Operating profit/(loss) | -1,686 | -10,388 | |
| Profit/(loss) for the period | 27,641 | -7,215 |
| THOUSANDS OF ZLOTY | FINANCIAL POSITION | 31 DECEMBER 2016 |
31 DECEMBER 2015 |
|---|---|---|---|
| Non-current assets | 78,950 | 76,516 | |
| Current assets | 310,721 | 134,574 | |
| Total assets | 389,671 | 211,090 | |
| Equity | 387,585 | 206,836 | |
| of which issued capital | 185,447 | 185,447 | |
| Liabilities | 2,086 | 4,254 | |
| Total equity and liabilities | 389,671 | 211,090 | |
| THOUSANDS OF ZLOTY | RESULTS OF OPERATIONS | 2016 | 2015 |
| Operating revenue | 3,820 | 3,907 | |
| Operating costs | -7,294 | -7,688 | |
| Operating profit/(loss) | -3,474 | -3,781 | |
| Profit/(loss) for the period | 180,747 | 5,118 |
| €000 | FINANCIAL POSITION | 31 December 2017 | 31 DECEMBER 2016 |
|---|---|---|---|
| Non-current assets | 63,136 | 41,138 | |
| Current assets | 842,695 | 577,757 | |
| Total assets | 905,831 | 618,895 | |
| Equity | 115,863 | 108,734 | |
| of which issued capital | 26,000 | 26,000 | |
| Liabilities | 789,968 | 510,161 | |
| Total equity and liabilities | 905,831 | 618,895 | |
| €000 | RESULTS OF OPERATIONS | 2017 | 2016 |
|---|---|---|---|
| Operating revenue | 172,168 | 157,742 | |
| Operating costs | -88,699 | -80,172 | |
| Operating profit/(loss) | 83,469 | 77,570 | |
| Profit/(loss) for the period | 66,310 | 59,253 |
| €000 | FINANCIAL POSITION | 31 December 2017 | 31 DECEMBER 2016 |
|---|---|---|---|
| Non-current assets | 5,486 | 3,710 | |
| of which non-current investments | 266 | 266 | |
| Current assets | 7,174 | 6,468 | |
| Other assets | 22 | 8 | |
| Total assets | 12,682 | 10,186 | |
| Equity | 11,653 | 9,578 | |
| of which issued capital | 742 | 742 | |
| Provisions and post-employment benefits | 248 | 17 | |
| Payables | 781 | 591 | |
| Other liabilities | - | - | |
| Total equity and liabilities | 12,682 | 10,186 |
| €000 | RESULTS OF OPERATIONS | 2017 | 2016 |
|---|---|---|---|
| Value of production | 5,888 | 5,380 | |
| Cost of production | -2,990 | -5,163 | |
| Operating profit/(loss) | 2,898 | 217 | |
| Profit/(loss) for the period | 2,075 | 235 |
| €000 | FINANCIAL POSITION | 31 December 2017 | 31 DECEMBER 2016 |
|---|---|---|---|
| Non-current assets | 101,623 | 89,521 | |
| of which non-current investments | 5,392 | 5,392 | |
| Current assets | 279,922 | 290,165 | |
| Other assets | 5,990 | 6,376 | |
| Total assets | 387,535 | 386,062 | |
| Equity | 31,477 | 15,394 | |
| of which issued capital | 10,116 | 10,116 | |
| Provisions and post-employment benefits | 12,823 | 15,117 | |
| Payables | 343,093 | 355,546 | |
| Other liabilities | 142 | 5 | |
| Total equity and liabilities | 387,535 | 386,062 | |
| €000 | RESULTS OF OPERATIONS | 2017 | 2016 |
|---|---|---|---|
| Value of production | 397,388 | 318,116 | |
| Cost of production | -371,862 | -361,954 | |
| Operating profit/(loss) | 25,526 | -43,838 | |
| Profit/(loss) for the period | 15,794 | -33,707 |
| €000 | FINANCIAL POSITION | 31 December 2017 | 31 DECEMBER 2016 |
|---|---|---|---|
| Non-current assets | 7,689 | 6,459 | |
| of which non-current investments | 168 | 168 | |
| Current assets | 182,410 | 186,785 | |
| Other assets | 1,088 | 1,001 | |
| Total assets | 191,187 | 194,245 | |
| Equity | 88,349 | 93,628 | |
| of which issued capital | 6,966 | 6,966 | |
| Provisions and post-employment benefits | 20,380 | 19,525 | |
| Payables | 82,458 | 81,092 | |
| Other liabilities | - | - | |
| Total equity and liabilities | 191,187 | 194,245 |
| €000 | RESULTS OF OPERATIONS | 2017 | 2016 |
|---|---|---|---|
| Value of production | 112,943 | 125,987 | |
| Cost of production | -102,511 | -100,404 | |
| Operating profit/(loss) | 10,432 | 25,583 | |
| Profit/(loss) for the period | 6,870 | 17,734 |
| Autostrade Indian Infrastructure Ltd | |||
|---|---|---|---|
| THOUSANDS OF RUPEES | FINANCIAL POSITION | 31 March 2017 | 31 March 2016( *) |
| Non-current assets | 5,469 | 4,568 | |
| Current assets | 86,333 | 75,742 | |
| Total assets | 91,802 | 80,310 | |
| Equity | 80,509 | 63,776 | |
| of which issued capital | 500 | 500 | |
| Liabilities | 11,293 | 16,534 | |
| Total equity and liabilities | 91,802 | 80,310 |
| THOUSANDS OF RUPEES | RESULTS OF OPERATIONS | 1 April 2016 - 31 March 2017 |
1 April 2015 - 31 March 2016 |
|---|---|---|---|
| Operating revenue | 44,312 | 41,194 | |
| Operating costs | -24,497 | -31,526 | |
| Operating profit/(loss) | 19,815 | 9,668 | |
| Profit/(loss) for the period | 16,734 | 6,608 |
(*) Data modified in application of "Indian Accounting Standards (Ins AS), 2015 notified under Section 133 of the Companies".
| €000 | FINANCIAL POSITION | 31 DECEMBER 2016 |
31 DECEMBER 2015 |
|---|---|---|---|
| Non-current assets | 194,971 | 174,206 | |
| Current assets | 54,807 | 77,527 | |
| Total assets | 249,778 | 251,733 | |
| Equity | 162,286 | 158,048 | |
| of which issued capital | 90,314 | 90,250 | |
| Liabilities | 87,492 | 93,685 | |
| Total equity and liabilities | 249,778 | 251,733 |
| €000 | RESULTS OF OPERATIONS | 2016 | 2015 |
|---|---|---|---|
| Operating revenue | 85,390 | 75,825 | |
| Operating costs | -69,400 | -62,385 | |
| Operating profit/(loss) | 15,990 | 13,440 | |
| Profit/(loss) for the period | 10,543 | 6,548 |
| Pune Solapur Expressways Private Ltd | |||
|---|---|---|---|
| THOUSANDS OF RUPEES | FINANCIAL POSITION | 31 March 2017 | 31 March 2016( *) |
| Non-current assets | 10,141,278 | 10,577,609 | |
| Current assets | 456,736 | 392,415 | |
| Total assets | 10,598,014 | 10,970,024 | |
| Equity | 754,988 | 1,088,137 | |
| of which issued capital | 47,334 | 47,334 | |
| Liabilities | 9,843,026 | 9,881,887 | |
| Total equity and liabilities | 10,598,014 | 10,970,024 | |
| THOUSANDS OF RUPEES | RESULTS OF OPERATIONS | 1 April 2016 - 31 March 2017 |
1 April 2015 - 31 March 2016 |
|---|---|---|---|
| Operating revenue | 1,262,946 | 1,234,498 | |
| Operating costs | -1,596,293 | -1,948,756 | |
| Operating profit/(loss) | -333,347 | -714,258 | |
| Profit/(loss) for the period | -333,347 | -714,258 |
(*) Data modified in application of "Indian Accounting Standards (Ins AS), 2015 notified under Section 133 of the Companies".
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Via Antonio Nibby 20 - 00161 Roma Tel. +39 06 44172652 www.atlantia.it
Issued capital: €825,783,990.00, fully paid-up. Tax code, VAT number and Rome Companies' Register no. 03731380261 REA no. 1023691
e-mail: [email protected]
e-mail: [email protected]

www.atlantia.it
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