Earnings Release • Nov 11, 2021
Earnings Release
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Moving Forward
11 November 2021
| Strategy update | 3 | |
|---|---|---|
| • | Our Strategic Framework | 4 |
| • | Our Capital Deployment Plan | 5 |
| • | Approach to New Investments | 6 |
| • | Our Dividend Policy | 11 |
| 9M 2021 Results and Outlook | 12 | |
| • | Traffic Performance | 13 |
| • | Key Figures and Outlook | 14 |
| • | Recent Highlights | 15 |
| • | Detailed analysis of EBITDA and Net Debt | 17 |
| Appendix | 26 |


Focused on motorways, airports and mobility services with innovation and sustainability as key enablers
Development of Our Current Portfolio
Expansion Into New Synergistic Fields
Leverage Atlantia's platform in adjacent, synergistic sectors, enhancing diversification and resilience

Firepower to invest on our core businesses, together with a focus on innovation and on returning capital to shareholders
| Proceeds from ASPI sale Solid capital structure |
Capital Return to Shareholders |
• Capital return in the range €1-2bn (maximum 15% of the share capital), through a buy-back program after closing the sale of ASPI (subject to shareholder approval: AGM to approve the buyback and EGM to approve the cancellation of the shares have been called for 3 December 2021) |
||
|---|---|---|---|---|
| New dividend policy | Organic growth | Selectively provide financial support to Group companies in order to • pursue growth opportunities while maintaining a strong balance sheet |
||
| Approx. €8bn |
New Investments | • Explore investment opportunities in transportation infrastructure and mobility as well adjacent, synergistic sectors • Extend average maturity life cycle of the portfolio, enhance diversification, exploit synergies among Group companies and boost asset value |
||
| of firepower | New Investment Vehicle |
Separate and dedicated vehicle which will invest globally in innovation • and mobility (with a commitment of c. €200-300m from Atlantia) • Early-stage / seed financing in areas key to the Group's future development |
• Clear and disciplined capital allocation policy on a project-by-project basis, based on a target spread over Cost of Capital which depends on the risk profile of the investment
• Asset rotation strategy aimed at strengthening portfolio resiliency, expand presence in strategic adjacent sectors and extend lifespan of the portfolio




Airports


Smart Mobility/ Digital Payments

Investment in technological innovation to trigger growth opportunities
3 key drivers for selecting sectors:
Transport Terminals, Rail & Metro
Electrification / Renewables
Intelligent Transportation Systems (ITS)

Return to dividend payments in 2022



Motorway traffic returned to pre-Covid levels; airports gradually recovering

EBITDA up 27% YOY, outlook improved



| Asset Rotation & Reorganization |
ASPI disposal process: A number of CPs is now fullfilled (see annexes), the process of consent solicitation for ASPI bondholders should be closed by 22 November, while the Settlement agreement was signed by ASPI and Ministry of Infrastructure and Sustainable Mobility on 14 October Lusoponte: Disposal from Atlantia of the entire stake (€55.7m): exercise of pre-emption right by other shareholders (16 August) A'lienor: Abertis reached a binding agreement for the disposal of its minority stake (35%) for ~€222m (including the disposal of Sanef Aquitaine) (26 August) Abertis reached a new agreement with the Government of Chile (€300m capex for a 20-month concession extension) (21 October) RMG: Disposal from Abertis of its minority stake (33.3%) in RMG, that manages two shadow toll roads in the UK, for £34.4m (9 November) |
|---|---|
Capital deployment In preparation for capital deployment Atlantia BOD (28 October) called for 3 December an AGM to approve a buyback up to maximum €2bn (125m of shares, 15% of share capital, to be performed in the market or/and through a tender offer) and an EGM to approve the consequent cancellation of the same number of shares
Moody's reviews Atlantia's credit rating and outlook for upgrade, and affirms ADR's Baa3 ratings with positive outlook while upgrading ASPI to Ba2 (22 October) Ratings

MSCI upgraded Atlantia's sustainability rating from BB to BBB on its global index (17 September) Vigeo and GRESB upgraded their sustainability ratings of Atlantia (5 October) Agreement between Atlantia and Unions: employees will have 10 days on full pay to volunteer for non-profit organisations (11 October) Board approved Engagement and Responsible Investment Policies (14 October) Atlantia admission to MIB ESG Index (18 October)
Aéroports de la Côte d'Azur's three airports obtained highest level of Airport Carbon Accreditation: "4+" (ADR has already obtained it). Net zero to be achieved by 2030 (29 September)
Innovation
Sustainability
"Urban Blue", a company for the international development of urban air mobility (UAM), launched by Aeroporti di Roma, Aeroporto di Venezia, Aeroports de la Cote d'Azur and Aeroporto Guglielmo Marconi di Bologna for the building and management of vertiports (26 October)
Presentation of Volocity in Fiumicino and in Rome, by Volocopter


EBITDA without ASPI is up 27% YOY, mainly thanks to the recovery in motorway traffic


Key Highlights (9M21)
€2.5bn
EBITDA (+32%)
€360m
Capex
Strong traffic performance compared to Q32020 benefitting from Abertis diversified portfolio, recovery of LV and resilience of HV.
Positive traffic trends as of September with levels at or above 2019, in most of the assets, underpinned by the resilience of heavy vehicles and the recovery of light vehicles
Mainly due to traffic performance and the remaining related to consolidation of RCO and ERC and FX impact.
Main projects: Plan de Relance in France, and other works in federal network in Brazil and Italy.
Very strong liquidity with €9.1 Bn of available cash and committed undrawn bank facilities and no material debt redemption before 2023 at Abertis Infraestructuras.
New agreement with the Government of Chile to invest €300 in Autopista Central in exchange for 20-month extension of the concession. Agreement to dispose Alienor (35%) and Sanef Aquitaine (100%) in France and RMG in the UK.
| Vs. 9M20 | Vs. 9M20 | |||
|---|---|---|---|---|
| Km travelled | EBITDA €m | EBITDA chg. (reported) | ||
| Spain | +23.7% | 609 | 14% | |
| France | +13.3% | 860 | 18% | |
| Italy | +19.6% | 169 | 54% | |
| Brazil | +11.9% | 187 | 9% | es r |
| Chile | +44.5% | 287 | 49% | u g |
| Mexico | +18.3% | 263 | n.m | Fi y |
| USA | +17.2% | 33 | n.m. | e K |
| Puerto Rico | +28.7% | 86 | 41% | |
| Argentina | +69.2% | 15 | 36% | |
| India | +39.7% | 15 | 36% | |
| Total | +21.6% | 2,529 | 32% |
| 6 Atlantia |
|
|---|---|
€664m
€1.6bn
€3.7bn
Revenue (+22%)
EBIT
FFO
https://www.abertis.com/en/the-group/financial-information/results
Recovery of traffic drives the 24% YOY EBITDA growth
EBITDA
Brazilian Real.
Capex
€412m Revenue (+21%)
€78m EBIT
Capex
FFO
€64m, of which €45m in Chile mainly related to Americo Vespucio Oriente II and the Ruta 78- Ruta 68 linkroad, in accordance with the respective concession agreements.
+24% due to the 20.2% traffic increase and higher tariffs, partly offsetting the depreciation of the
| Vs. 9M20 | Vs. 9M20 | |||
|---|---|---|---|---|
| Km travelled | EBITDA €m | EBITDA chg. (reported) |
es r |
|
| Chile | +35.6% | 165 | 53% | u g |
| Brazil | +10.7% | 89 | -10% | Fi |
| Poland | +14.2% | 39 | 30% | y e |
| Total | +20,2% | 293 | 24% | K |


€199m Revenue (-13%) €5m EBITDA (-89%)
-€211m EBIT
€128m
€12m FFO
Capex
Mobility restrictions still affecting traffic, 12% lower than 2020. International traffic particularly affected (-19% EU and -23% ExEU). Positive summer performance due to ease of restrictions with traffic peaks in August, especially for domestic and EU connections.
Continuing cost saving initiatives started in 2020:
Increased activities during summer period resulting in overall expenditure in line with previous year
Safety security and maintenance interventions were fully confirmed as well as nearly €40m related to Terminal 1 capacity expansion program, 75% executed at the end of Q3.
First airport in the world to issue a new sustainability-linked bond, launched in April for a total amount of €500m. Airport Carbon Accreditation: "4+" recognized in March 2021, first airport in Europe.

From 1 January 2021 UK considered Extra EU

Domestic traffic up 20% YOY in 9M
€124m Revenue (+15%)
€37m EBITDA (+76%)
-€6m EBIT
€23m
€51m FFO
Traffic
Total passengers 13% higher in relation to 2020, pushed by domestic connections (+20%). Strong summer performance with domestic traffic back to pre-pandemic levels with peaks in July and August.
Operations carried out in Nice at T2 only with cost savings in 1H, mainly due to full year effect of cost saving initiatives started in 2020, including public labor subsidy for nearly 20% of total workable hours and contract renegotiation with most of the suppliers.
Safety security and maintenance interventions were fully confirmed and aligned to the expenditure of 2020.
€150mn refinancing package, including dual tranche bond issuance in July for a total amount of €90mn and bilateral loans with French banks for €60mn
Aéroports de la Côte d'Azur's three airports obtained highest level of Airport Carbon Accreditation: "4+" .



€81m
EBITDA (-4%)
€75(1)m
Capex
Key Highlights (9M21)

9.3 million OBUs (+3.3%) and growing number of Mobility customers (+18%).
Strategic partnership with Enel X signed in August which brought additional 6,000 new EV station to the Telepass Pay EV Charging Station service.
Launch of Telepass Digital in August 2021.
Increase in revenues (+€22m, +13%), mainly due to growth in tolling fees outside Italy and the contribution from new insurance products.
Opex up +29% in relation to: (i) higher variable costs due to volumes (e.g. distribution costs), (ii) costs linked to the total carve out from ASPI and strengthening of the organization (primarily IT and staff costs) and (iii) the Antitrust fine (€2m).
Capex mainly related to group's digital transformation project, the development of strategic initiatives, and the purchase of electronic tolling equipment.


€40m
€68m
€192m
Revenue (+13%)
EBIT
FFO
Deleveraging driven by funds from operation and disposals


| Maturities | 0.0 up to 2023 vs Available Liquidity |
0.0 | Key financial transaction Jan-Sep 2021 | ||||
|---|---|---|---|---|---|---|---|
| (€bn) (Holding) |
0.0 0.8 1.3 2.0 0.7 |
0.0 | • No maturities before Sept 2023: €2.5bn term loans voluntary prepayments €1.25bn RCF voluntary repayment mainly financed through existing cash, issuance (€1.0bn), proceeds from Telepass disposal (1.1 €bn), and dividends Abertis (0.3 €bn) • Repayment of the €752m loan associated with the funded collar on Hochtief shares |
||||
| 1.7 1.5 1.2 |
0.6 3.3 |
• ASPI currently considered as a "discontinued operation" |
|||||
| 0.4 0.0 0.0 1.0 0.7 0.3 |
0.0 | • First airport in the world to launch a sustainability linked bond worth €500m • SACE-guaranteed loan €200m voluntary prepayment (maturing in 2022/2023) |
|||||
| (Infraestructuras) | 1.0 1.3 1.6 |
4.4 1.5 |
• New €750m hybrid bond (accounted for as equity under IAS32) |
||||
| HIT Group |
1.3 0.8 0.9 1.9 0.2 |
• €600m bond successfully placed (0.625% coupon) at HIT holding level to complete the pre-funding of 1.4€bn bond repaid in Oct21 |
|||||
| ACA Group |
0.1 0.2 0.1 |
• 150 €mln refinancing package, including dual tranche bond issuance in July for a total amount of €90mn and bilateral loans with French banks for 60€mln |
|||||
| 0.0 Debt maturities 2021-2023 |
Available cash Committed lines expiring beyond 2023 Committed lines expiring by 2023 |
24 |


Note: (i) Gross debt includes notional value of bank debt and capital markets debt (excluding hedging amounts and hybrid bonds). (ii) Cash does not include €470mn deposits held by subsidiaries (mainly Chilean concession operators, Stalexport and Elisabeth River Crossings) which are subject to certain conditions of use according to concession and financing agreements.
(1) Of which €3.8bn notional guaranteed by Atlantia; (2) Atlantia holding cash on a statutory basis is equal to €774mn including €120mn term deposit on Telepass;Telepass debt (€300mn) do not include intercompany debt with Atlantia (€120mn) (3) Abertis Finance €2.0bn hybrid bonds (perpetual, non-callable until 5.25 and 6.25 years from the respective issuance) accounted as equity under IAS 32


The BoD's proposal to sell Atlantia's entire stake in ASPI was approved at the OGM held on 31 May 2021.
On 10 June 2021, the BoD approved the disposal of ASPI.
On 12 June 2021 the sale agreement was signed.
Price for 100% of ASPI: €9.1bn + Ticking fee to be applied to the Offered Price at an annual interest rate of 2% (applied from 31 December 2020 to the closing date) with an additional economic benefit of approx. €180–230m for 100% of ASPI.
The final deadline for fulfilment of the conditions precedent (the "Long Stop Date") is 31 March 2022, unless otherwise extended until 30 June 2022 by agreement between the purchaser and the seller.

From H1 2021 and until closing, ASPI is reclassified as a "discontinued operation"

Current status of the conditions precedent (1/2)
Effectiveness of the Settlement Agreement, the Addendum and the Economic Financial Plan (EFP)

1
The concession must be still valid on the date of the closing • No update to be reported.

29
| 3 | Antitrust clearance (European Commission) | Filing completed on 15 October 2021. The deadline of 25 working days for the European • Commission's clearance runs from 18 October 2021. |
|
|---|---|---|---|
| 4 | Receipt of consents and/or waivers from ASPI's and Atlantia's lenders |
• On 20 October 2021 ASPI launched a consent solicitation exercise to obtain consent from the holders of outstanding bonds guaranteed by Atlantia for a change of control in favor of the purchaser and the release of the guarantees provided by Atlantia. On November 3 rd 2021, the Early Bird phase has come to a conclusion and a majority of the holders of the bonds have issued voting instructions in favor. The voting instruction may be revoked until November 19, 2021 and the exercise is expected to close on 22 November 2021, day on which the bondholders' meetings are called Pending consent from EIB in relation to certain indebtedness of ASPI. • • The favorable outcome of the consent solicitation and EIB consent will allowed to fulfill the cp in relation to ASPI's lenders. • As for Atlantia bank debt, waivers have been obtained. Hence the relevant condition precedent shall be considered as met. |
|
| 5 | Public tender obligation regarding SAM |
• On 13 October 2021, CONSOB confirmed that ASPI will not be subject to public tender offer obligations with regard to Autostrade Meridionali S.p.A.'s shares as a consequence of completion of the disposal of ASPI's interests to the Consortium. |
|
| 6 | Golden Power (special powers exercisable by the Italian govt.) | On 6 August 2021, the Italian Government notified the Consortium that it will not exercise the • golden powers in respect of the disposal of ASPI's interests. |
|
| 7 | Receipt of consent for change of control of ASPI from the MIMS | Filing completed. MIMS' appraisal is ongoing. • |
Illustrative Breakdown of the Group's EBITDA


Italia Spagna Francia Brasile Cile Messico Porto Rico Altro

Italia Spagna Francia Brasile Cile Messico Porto Rico Altro(1) Analysis based on 2019 pro-forma EBITDA
(2) Adjusted to take into account the € 1.5 billion provision by ASPI as part of the settlement agreement with the Government
Gruppo ASPI Altre toll roads Airports Abertis Group Telepass
9,9%
22,5%
34,6%
4,4% 2,8% 2,4%
| (Infraestructuras) | BBB Negative Outlook |
BBB Negative Outlook |
|
|---|---|---|---|
| BBB Positive Outlook |
Baa3 Positive Outlook |
BBB Rating Watch Positive |

| Type | Amount | Date Original Maturity |
Fixed/Variable | Spread | Coupon | |||
|---|---|---|---|---|---|---|---|---|
| Euro million | swap(2) vs Mid |
|||||||
| Atlantia (holding) | Bond | 1,000 | 09/02/2021 | 7y | Fixed | MSW+230 | 1.875% | |
| ASPI | Bond | 1,000 | 12/01/2021 | 9y | Fixed | MSW+235 | 2.00% | |
| Abertis Finance (1) | Hybrid Bond |
750 | 13/01/2021 | Perpetual (NC 6.25y) |
Fixed | MSW+327 | 2.625% | |
| HIT | Bond | 600 | 05/05/2021 | 7y | Fixed | MSW+90 | 0.625% | |
| Aeroporti di Roma | Sustainability-Linked Bond |
500 | 22/04/2021 | 10y | Fixed | MSW+180 | 1.75% | |
| Litoral Sul |
Debenture | 88 | 17/03/2021 | 1.5y | Variable | n.a. | CDI(3)+1.62% | |
| Rodovias do Interior Paulista |
Debenture | 80 | 07/05/2021 | 5y | Variable | n.a. | CDI(3)+1.66% | |
| Nascentes das Gerais |
Debenture | 64 | 18/06/2021 | 9.5y | (4) Fixed |
n.a. | 5.97% | |
| Aeroports de la Cote d'Azur |
Bond | 50 | 15y | MSW+225 | 2.50% | |||
| 40 | 2/07/2021 | 12y | Fixed | MSW+190 | 2.00% | |||
| Total | 4,172 |
(I) Guaranteed by Abertis Infraestructuras; (2) At date of issue; (3) Brazilian Interest Rate (Interbank deposit rate); (4) Inflation linked notional

| SCALE | COMPANIES INCLUDED |
2019 | SCORE ATLANTIA 2020 |
Most recent |
vs SECTOR Average | ||
|---|---|---|---|---|---|---|---|
| Leading provider of investment decision support tools for global investors (e.g. asset managers, banks, hedge funds and pension funds) |
CCC / AAA | ~2,800 | BB | BB | BBB | ∧ | |
| Part of | Leading european company in the assessment of Corporate Social Responsibility (CSR) management by companies |
0 / 100 | ~5,000 | 47 | 47 | 59 | ∧ |
| Global ESG benchmark provider for listed and private infrastructure assets (portfolio companies) |
E / A | ~2,200 | B | C | B | ∧ | |
| Part of | Provider of the most extensive platform of data, information, news and insights, to the global financial markets |
D- / A+ |
~10,000 | B- | C | C+ | n.a. |
| Part of | Created by the FTSE Group, selects companies that meet globally recognized standards for social responsibility and ethics |
0 / 5 | ~7,200 | 4.0 | 4.1 | 3.8 | ∧ |

| SCALE | COMPANIES INCLUDED |
2019 | SCORE ATLANTIA 2020 |
Most recent |
vs SECTOR Average | ||
|---|---|---|---|---|---|---|---|
| Part of | Global leader in ESG rating and Corporate Governance, with strong focus on exposure and risk management issues |
40+ / 0 ( S e v e r e - N e g l . r i s k ) |
~13,700 | 20.6 | 19.8 | 21.1 ( M e d i u m r i s k ) |
= |
| Part of Corporate Rating |
Responsible investment arm of Institutional Shareholder Services Inc. and most influential proxy advisor on Atlantia's shareholders |
D- / A+ |
~9,700 | C | C | Q4 2021 |
∧ |
| Non-profit organization internationally recognized for the assessment of climate change and greenhouse gas emissions |
D- / A |
~9,600 | B | B | Q4 2021 |
∧ | |
| Part of | The most prestigious (and articulated) index for evaluating corporate social responsibility |
0 / 100 | ~3,500 | – | – | Q4 2021 |
n.a. |













This presentation has been prepared by and is the sole responsibility of Atlantia S.p.A. (the "Company") for the sole purpose described herein. In no case may it or any other statement (oral or otherwise) made at any time in connection herewith be interpreted as an offer or invitation to sell or purchase any security issued by the Company or its subsidiaries. nor shall it or any part of it nor the fact of its distribution form the basis of. or be relied on in connection with. any contract or investment decision in relation thereto. This presentation is not for distribution in. nor does it constitute an offer of securities for sale in Canada. Australia. Japan or in any jurisdiction where such distribution or offer is unlawful. Neither the presentation nor any copy of it may be taken or transmitted into the United States of America. its territories or possessions. or distributed. directly or indirectly. in the United States of America. its territories or possessions or to any U.S. person as defined in Regulation S under the US Securities Act 1933.
The content of this document has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty. either express or implied. is made as to. and no reliance should be placed on. the fairness. accuracy. completeness. correctness or reliability of the information contained herein. Neither the Company nor any of its representatives shall accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this presentation. The Company is under no obligation to update or keep current the information contained in this presentation and any opinions expressed herein are subject to change without notice. This document is strictly confidential to the recipient and may not be reproduced or redistributed. in whole or in part. or otherwise disseminated. directly or indirectly. to any other person.
The information contained herein and other material discussed at the presentation may include forward-looking statements that are not historical facts. including statements about the Company's beliefs and current expectations. These statements are based on current plans. estimates and projections. and projects that the Company currently believes are reasonable but could prove to be wrong. However. forwardlooking statements involve inherent risks and uncertainties. We caution you that a number of factors could cause the Company's actual results to differ materially from those contained or implied in any forward-looking statement. Such factors include. but are not limited to: trends in company's business. its ability to implement cost-cutting plans. changes in the regulatory environment. its ability to successfully diversify and the expected level of future capital expenditures. Therefore. you should not place undue reliance on such forward-looking statements. Past performance of the Company cannot be relied on as a guide to future performance. No representation is made that any of the statements or forecasts will come to pass or that any forecast results will be achieved. By attending this presentation or otherwise accessing these materials. you agree to be bound by the foregoing limitations.
Pursuant to Article 154-bis, paragraph 2, of the Consolidated Finance Act, the officer responsible for the preparation of Atlantia's corporate financial reports, Tiziano Ceccarani, declares that the accounting information contained in this document corresponds with that contained in the accounting documentation, books and records.

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