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Mundys (formerly: Atlantia SpA) — Interim / Quarterly Report 2018
Sep 25, 2018
6228_ir_2018-09-25_62a8a80b-8378-4b86-bc75-8f23c2ec3abd.pdf
Interim / Quarterly Report
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Interim Report of the Atlantia Group for the six months ended 30 June 2018
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| 1. | Intr roduction |
7 |
|---|---|---|
| Con nsolidated fin nancial highl lights |
8 | |
| The e Atlantia Gr oup |
9 | |
| Atla antia's owner rship structur re and share price perfor mance |
12 | |
| Cor rporate bodie es |
13 3 |
|
| 2. | Int erim report on operatio ns |
15 5 |
| Alte ernative perfo formance ind dicators |
16 6 |
|
| Gro oup financial l review |
17 7 |
|
| Key y performanc ce indicators by operating g segment |
43 3 |
|
| Segm ment inform mation for Gr roup compan nies |
46 6 |
|
| Itali ian motorway ys |
48 8 |
|
| Ove erseas motorw ways |
50 0 |
|
| Itali ian airports . |
53 3 |
|
| Ove erseas airport ts |
55 5 |
|
| Oth her activities |
57 7 |
|
| Wor rkforce |
59 9 |
|
| Rela ated party tra ansactions |
61 1 |
|
| Sign nificant regu latory aspect s |
62 | |
| Oth her informati ion |
66 6 |
|
| Eve nts after 30 J June 2018 |
67 7 |
|
| Out tlook and risk ks or uncerta ainties |
69 9 |
|
| 3. | Con ndensed con nsolidated in nterim finan ncial stateme ents |
.71 |
| 4. | Rep ports |
165 5 |
INTRODUCTION
Conso lidated d financ cial high hlights (*)
| €M | H1 2018 | H1 2017 |
|---|---|---|
| Operating revenue | 2,903 | 2,832 |
| Toll revenue | 2,026 | 1,994 |
| Aviation revenue | 387 | 370 |
| Other operating revenue | 490 | 468 |
| Gross operating profit (EBITDA) | 1,743 | 1,736 |
| Adjusted gross operating profit (EBITDA) | 1,795 | 1,786 |
| Operating profit (EBIT) | 1,137 | 1,148 |
| Profit/(Loss) before tax from continuing operations | 875 | 916 |
| Profit for the period | 618 | 586 |
| Profit attributable to owners of the parent | 531 | 520 |
| Operating cash flow | 1,263 | 1,213 |
| Adjusted operating cash flow | 1,292 | 1,238 |
| Capital expenditure | 377 | 486 |
| I€M | 30 June 2018 31 December 2017 | |
|---|---|---|
| Equity | 11.559 | 11.763 |
| Equity attributable to owners of the parent | 8.678 | 8,772 |
| Net debt | 10.344 | 9.496 |
| Adjusted net debt | 11.392 | 10.577 |
(*) The amount review ", wh statements" section of th ts shown in the ab hich also includes ". Some of the am his Interim Report bove table have b the reconciliation mounts shown in t t.. been extracted fro n of the reclassifie he table refer to a om the reclassifie ed and reported a alternative perfor d consolidated fin amounts publishe mance indicators nancial statement ed in the "Condens , definitions of wh ts included in the sed consolidated hich are provided e "Group financial interim financial in a specific
The Atlantia Group
STRUCTURE OF THE GROUP (*)
(*) The above chart shows the structure of operating segments and the principal Atlantia Group companies. The Atlantia Group's investments are described in detail in the Annex to the condensed consolidated interim financial statements.
| THE GROUP AROUND THE WORLD | PERCENTAGE INTEREST |
KM | CONCESSION EXPIRY |
|---|---|---|---|
| Italian motorways |
Overseas motorways
Brazil
Chile
India
Poland
| Autostrade per l'Italia | 88.06% | 2,855 | 2038 |
|---|---|---|---|
| Società Italiana per il Traforo del Monte Bianco | 51.00% | 6 | 2050 |
| Raccordo Autostradale Valle d'Aosta (1) | 47.97% | 32 | 2032 |
| Tangenziale di Napoli | 100% | 20 | 2037 |
| Autostrade Meridionali (2) | 58.98% | 52 | 2012 |
| Autostrada Tirrenica (3) | 99.99% | 55 | 2046 |
| Total Italy | 3,020 |
| 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 (4) | 50% | 417 | 2039 |
| Total Brazil | 1,538 |
| Grupo Costanera (5) Costanera Norte Acceso Vial Aeropuerto AMB (6) Litoral Central Autopista Nororiente (6) |
50.01% | |||
|---|---|---|---|---|
| 100% | 43 | 2033 | ||
| 100% | 10 | 2020 | ||
| 100% | 81 | 2031 | ||
| Progetto AVO II | 100% | 22 | 2044 | |
| Progetto Conexión Vial Ruta 78/68 Santiago |
Vespucio Sur | 100% | 24 | 2032 |
| Los Lagos | 100% | 135 | 2023 | |
| Total Chile | 313 |
| Pune-Solapur Expressway (4) | 50% | 110 | 2030 |
|---|---|---|---|
| Stalexport Autostrady | 61.20% | ||
|---|---|---|---|
| Stalexport Autostrada Malopolska | 100% | 61 | 2027 |
| PERCENTAGE INTEREST |
AIRPORTS | CONCESSION EXPIRY |
||
|---|---|---|---|---|
| Italian airports | ||||
| Aeroporti di Roma | 99.38% | 2 | 2044 | |
| Overseas airports | ||||
| Azzurra Aeroporti | 62.5% | |||
| Aéroports de la Côte D'Azur | 64% | 3 | 2044 |
| SECTOR OF ACTIVITY | PERCENTAGE INTEREST |
NETWORK (KM) |
COUNTRIES | |
|---|---|---|---|---|
| Other businesses | ||||
| Electronic tolling systems | Telepass | 100% | 30,290 | Italy, Austria, Belgium, France, Poland, Portugal, Spain |
| Electronic Transaction Consultants | 64.46% | 1,132 | USA | |
| Motorway and airport infrastructure engineering services |
Spea Engineering | 100% | - | Italy |
| Motorway and airport infrastructure construction and maintenance |
Pavimental | 99.40% | - | Italy |
(1) This investment is held by Società Italiana per il Traforo del Monte Bianco. 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. (2) For information on the process of awarding the new concession, reference should be made to the section, "Significant regulatory aspects". (3) A draft addendum to the concession arrangement is currently being negotiated with the Grantor. (4) An unconsolidated company. (5) Through its Chilean subsidiary, Grupo Costanera, Atlantia has been awarded the contract to carry out two new projects in Chile: Progetto Américo Vespucio Oriente Principe de Gales – Los Chairmans (AVO II) and the Conexión Vial Ruta 78/68, awarded respectively in July 2017 and
February 2018. (6) The concession term is estimated on the basis of agreements with the Grantor.
Atlantia's ownership structure and share price performance
5.011% under an equity swap agreement expiring on 22 July 2019. (2) Includes retail investors.
Source: CONSOB, data as at 30 June 2018 Source: Nasdaq, data as at 30 June 2018.
PERFORMANCE OF ATLANTIA'S SHARE PRICE IN THE FIRST HALF OF 2018
Atlantia share price FTSE/MIB rebased
Corporate bodies
| Board of Directors in office for the period 2016-2018 |
Chairman | Fabio Cerchiai | ||
|---|---|---|---|---|
| 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 Lucy P. Marcus (independent) Monica Mondardini (independent) Lynda Tyler-Cagni (independent) |
|||
| Secretary | Stefano Cusmai | |||
| Internal Control, Risk and Corporate Governance Committee |
Chairman | Giuliano Mari (independent) | ||
| Members | Carla Angela (independent) Bernardo Bertoldi (independent) |
|||
| Committee of Independent Directors with responsibility for Related Party Transactions |
Chairman | Giuliano Mari (independent) | ||
| Members | Bernardo Bertoldi (independent) Lynda Tyler-Cagni (independent) |
|||
| Human Resources and Remuneration Committee |
Chairwoman | Lynda Tyler-Cagni (independent) | ||
| Members | Carlo Bertazzo Gianni Coda (independent) Massimo Lapucci (independent) Monica Mondardini (independent) |
|||
| Board of Statutory Auditors in office for the period 2018-2020 |
Chairman | Corrado Gatti | ||
| Auditors | Alberto De Nigro Lelio Fornabaio Sonia Ferrero Livia Salvini |
|||
| Alternate Auditors | Laura Castaldi Michela Zeme |
|||
| Independent Auditors for the period 2012-2020 |
Deloitte & Touche SpA |
I17(5,05(32572123(5\$7,216
Alternative performance indicators
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 Interim Report 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 the "Consolidated financial statements as at 31 December 2017" (also "reported amounts") and computed applying the IFRS described therein.
With regard to the APIs, the Atlantia Group presents reclassified financial statements in the "Group financial review" which are different from the aforementioned consolidated financial statements (the statutory financial statements). In addition to amounts from the income statement and statement of financial position prepared under IFRS, these reclassified financial statements thus 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 reported financial statements", included in the "Group financial review", presents the reconciliation of the reclassified financial statements with the corresponding statutory financial statements.
The APIs shown in this Interim Report for the six months ended 30 June 2018 are the same as those presented in the Annual Report for 2017, which includes detailed information on the composition of the APIs and the computation methods used by the Atlantia Group.
Finally, it is noted that a number of the APIs in the "Group financial review" are presented after applying certain adjustments in order to provide a consistent basis for comparison over time (in the section "Likefor-like financial indicators") 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 (in the section "Adjusted consolidated results of operations and financial position").
Group financial review
Introduction
The financial review contained in this section includes and analyses the Atlantia Group's reclassified consolidated income statement, the consolidated statement of comprehensive income, the statement of changes in consolidated equity and the statement of changes in consolidated net debt for the first half of 2018, in which amounts are compared with those for the same period of the previous year. The review also includes the reclassified statement of financial position as at 30 June 2018, compared with the corresponding amounts as at 31 December 2017.
During preparation of the consolidated accounts for the first half of 2018, the international accounting standards (IFRS) approved by the European Commission and in force at 30 June 2018 were applied. The new IFRS include the first-time adoption of IFRS 9 - Financial Instruments and IFRS 15 Revenue from Contracts with Customers, in effect from 1 January 2018. The impact on the financial statements is described in detail below.
The Group's scope of consolidation as at 30 June 2018 differs from the scope used as at 31 December 2017 following the acquisition, in the first half of 2018, of a 100% interest in Aero I Global & International Sàrl, the Luxembourg-registered investment vehicle that holds the 15.49% interest in Getlink, the company that holds the concession to operate the undersea link between France and the United Kingdom. In accordance with IFRS 3, the estimated fair value of the assets and liabilities of Aero 1 Global & International Sàrl, at the acquisition date, have been recognised on a provisional basis and consolidated on a line-by-line basis from such date. This has not, however, had a significant impact on the reclassified consolidated income statement for the first half of 2018.
The reclassified consolidated income statement for the first half of 2017 presents a number of differences compared with the information published in the Interim Report for the six months ended 30 June 2017. These regard:
- a) the impact of first-time adoption of IFRS 15 Revenue from Contracts with Customers which, as a result of retrospective application required by the standard, has led to a different presentation of the incentive scheme funded by Aeroporti di Roma in the first half of 2017 in order to boost air traffic growth. This has reduced both operating revenue and costs by €3 million;
- b) completion, at the end of 2017, of identification and fair value measurement of the assets acquired and liabilities assumed as a result of the acquisition (at the end of 2016) of Aéroports de la Côte d'Azur (ACA), resulting in a reduction in amortisation and depreciation in the first half of 2017 of €4 million, in addition to recognition of the related deferred taxation;
- c) a different presentation of the impact on profit or loss of certain airport refurbishment work carried out by ACA, deemed to improve the related financial statement presentation. This has resulted in a reduction of €8 million in the cost of materials and external services and a matching increase in the
operating change in provision for the first half of 2017. As a result, the statement of changes in consolidated net debt for the first half of 2017 reports increases of the same amount in net cash from operating activities and in net cash used in investment in non-financial assets;
d) the different classification of dividends received from investees accounted for using the equity method, in order to improve the related financial statement presentation. This has resulted in an increase of €8 million in "Net other financial expenses" and a matching improvement in the "Share of profit/(loss) of investees accounted for using the equity method" for the first half of 2017.
In addition, following first-time adoption of IFRS 9 - Financial Instruments, certain effects of financial transactions carried out in 2017 have been restated and recognised, as permitted by the standard, in the statements of financial position as at 1 January 2018. This has resulted in an increase of €32 million in consolidated equity, a reduction in non-current financial liabilities of €42 million and an increase of €10 million in deferred tax liabilities, as described in greater detail in the section "Consolidated financial position".
Information on developments in the acquisition of control of Abertis Infraestructuras SA, following the agreements concluded by Atlantia with Actividades de Construccion y Servicios SA (ACS) and Hochtief AG, is provided in the section "Other information".
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.
Like-for-like financial indicators
The following table shows the reconciliation of like-for-like consolidated amounts for gross operating profit (EBITDA), profit for the period, profit for the period 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 H1 2018 | Amounts for H1 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) | 1,743 | 618 | 531 | 1,263 | 1,736 | 586 | 520 | 1,213 | |
| Adjustment for non like-for-like items | |||||||||
| Exchange rate movements | (1) | -18 | -5 | -3 | -10 | - | - | - | - |
| Extraordinary maintenance work (Brazil) | (2) | -35 | - | -23 - | -6 | - | - | -4 | |
| Charges pertaining to corporate transactions | (3) | -7 | -14 | -14 | -36 | -10 | -7 | -7 | -7 |
| Change in discount rate applied to provisions | (4) | - | 8 | 7 | 1 | 32 - | 31 | - | |
| Tax on transactions involved in Group restructuring | (5) | - | - | - | - | -46 - | -46 | -46 | |
| Change in non-controlling interests | (6) | - | - | - | - | - | - 46 |
- | |
| Sub-total (B) | -60 | -11 | -10 | -68 | -16 | -21 | 24 | -57 | |
| Like-for-like amounts (C) = (A)-(B) | 1,803 | 629 | 541 | 1,331 | 1,752 | 607 | 496 | 1,270 |
Notes
The term "like-for-like basis", used in the following consolidated financial review, indicates that amounts for comparative periods have been determined by eliminating:
- (1) from consolidated amounts for the first half of 2018, the difference between foreign currency amounts for the first half 2018 for companies with functional currencies other than the euro, converted at average exchange rates for the period, and the matching amounts converted using average exchange rates for the first half of 2017;
- (2) from consolidated amounts for the first half of 2018 and the first half of 2017, the extraordinary maintenance work carried out by the Brazilian operators, uses of the same amount of the provisions for the repair and replacement of motorway infrastructure made for this purpose in previous years, and the related current and deferred taxation. As opposed to being cyclical, this maintenance work regards short sections of motorway, is carried out only in certain years and is of a variable entity. To provide a like-for-like basis for comparing EBITDA and operating cash flow for the two comparative periods, the accounting effects of this work have been eliminated;
- (3) from consolidated amounts for the first half of 2018 and the first half of 2017, the costs incurred in relation to the acquisition of Abertis Infraestructuras SA, after the related taxation;
- (4) from consolidated amounts for the first half of 2018 and the first half of 2017, the after-tax impact of the difference in the discount rates applied to the provisions accounted for among the Group's liabilities;
- (5) from consolidated amounts for the first half of 2017 alone, the current tax expense connected with Autostrade per l'Italia's distribution of available equity reserves and of a special dividend in kind to its parent, Atlantia, via the transfer of its entire interests in Autostrade dell'Atlantico and Autostrade Indian Infrastructure Development;
- (6) from consolidated amounts for the first half of 2018, the estimated impact on profit attributable to owners of the parent had the changes in interests in consolidated companies, completed in 2017, occurred in the first half of 2017 and regarding: i) the sale of 11.94% of Autostrade per l'Italia, ii) the sale of 12.50% of Azzurra Aeroporti, and iii) the acquisition of a further 2.65% of Aeroporti di Roma.
Consolidated results of operations
"Operating revenue" for the first half of 2018 totals €2,903 million and is up €71 million (3%) on the same period of 2017 (€2,832 million).
"Toll revenue" of €2,026 million is up €32 million (2%) compared with the first half of 2017 (€1,994 million). After stripping out the impact of exchange rate movements, which had a negative impact of €29 million in the first half of 2018, toll revenue is up €61 million, primarily as a result of the following:
- a) traffic growth on the Italian network (0.6%), boosting revenue by an estimated €16 million, after taking into account the positive impact of the different traffic mix, and the application of annual toll increases for 2018 on the Italian network (up €25 million, primarily reflecting a 1.08% increase applied by Autostrade per l'Italia from 1 January 20181 );
- b) an improved contribution from overseas operators (up €17 million), linked to the application of toll increases on the overseas network and traffic growth registered by the operators in Chile (5.0%) and Poland (5.2%).
"Aviation revenue" of €387 million is up €17 million (5%) compared with the first half of 2017 (€370 million), primarily due to traffic growth at Aeroporti di Roma and the Aéroports de la Côte d'Azur group.
"Other operating revenue", totalling €490 million, is up €22 million on the first half of 2017 (€468 million), primarily reflecting an increase in non-aviation revenue at Aeroporti di Roma and at the Aéroports de la Côte d'Azur group, as well as increased revenue at Telepass and a greater volume of contract work carried out by Spea Engineering for external customers.
1 Toll increase awarded by the Ministry of Transport net of 0.43% as reimbursement for discounts granted to commuters in the period 2014-2017. This component has not had an impact on toll revenue in 2018, as the related revenue and receivables have been allocated to the annual reporting periods in which the discounts were applied.
Reclassified consolidated income statement(*)
| INCREASE/ (DECREASE) | ||||
|---|---|---|---|---|
| €M | H1 2018 | H1 2017 | ABSOLUTE | % |
| Toll revenue | 2,026 | 1,994 | 32 | 2 |
| Aviation revenue | 387 | 370 | 17 | 5 |
| Other operating income | 490 | 468 | 22 | 5 |
| Total operating revenue | 2,903 | 2,832 | 71 | 3 |
| (1) Cost of materials and external services and other expenses |
-474 | -431 | -43 | 10 |
| (2) Intercompany margin on capital expenditure |
6 | 30 | -24 | -80 |
| Cost of materials and external services | -468 | -401 | -67 | 17 |
| Concession fees | -247 | -244 | -3 | 1 |
| Net staff costs | -445 | -451 | 6 | -1 |
| Total net operating costs | -1,160 | -1,096 | -64 | 6 |
| Gross operating profit (EBITDA) | 1,743 | 1,736 | 7 | - |
| Amortisation, depreciation, impairment losses and reversals of impairment losses |
-565 | -551 | -14 | 3 |
| Operating change in provisions and other adjustments | -41 | -37 | -4 | 11 |
| Operating profit (EBIT) | 1,137 | 1,148 | -11 | - 1 |
| Financial income accounted for as an increase in financial assets deriving from concession rights and government grants |
37 | 37 | - | - |
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-22 | -21 | -1 | 5 |
| Net other financial expenses | -278 | -247 | -31 | 13 |
| Financial expenses capitalised as intangible assets deriving from concession rights |
3 | 1 | 2 | n.s. |
| Share of profit/(loss) of investees accounted for using the equity method | -2 | -2 | - | - |
| Profit/(Loss) before tax from continuing operations | 875 | 916 | -41 | - 4 |
| Income tax expense | -257 | -329 | 72 | -22 |
| Profit/(Loss) from continuing operations | 618 | 587 | 31 | 5 |
| Profit/(Loss) from discontinued operations | - | -1 | 1 | n.s. |
| Profit for the period | 618 | 586 | 32 | 5 |
| Profit for the period attributable to non-controlling interests | 87 | 66 | 21 | 32 |
| Profit for the period attributable to owners of the parent | 531 | 520 | 11 | 2 |
(1) The increase in this item in the first half of 2018 reflects both the increase in the Group's turnover (as can be seen particularly from the increase in other operating revenue), and the extraordinary maintenance work carried out by the Brazilian operators (described in more detail in the section, "Like-for-like financial indicators"). After stripping out the latter item, the increase in the "Cost of materials and external services and other expenses" is 5%.
(2) The intercompany margin on capital expenditure results from the work carried out by the Group's industrial companies (Pavimental, Spea Engineering and Gesvial) on the infrastructure operated by the Group's motorway and airport operators. This margin, shown as a reduction in operating costs in the reclassified consolidated income statement, is calculated on the basis of the operating results recognised for each individual intercompany contract (operating revenue after deducting the operating costs attributable to the contracts).
| H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|
|---|---|---|---|
| Basic earnings per share attributable to the owners of the parent (€) | 0.65 | 0.64 | 0.01 |
| of which: - from continuing operations - from discontinued operations |
0.65 - |
0.64 - |
0.01 - |
| Diluted earnings per share attributable to the owners of the parent (€) | 0.65 | 0.64 | 0.01 |
| of which: - from continuing operations - from discontinued operations |
0.65 - |
0.64 - |
0.01 - |
(*) The reconciliation with the reported amounts in the consolidated income statement is provided in the section, "Reconciliation of the reclassified and reported financial statements".
"Net operating costs" of €1,160 million are up €64 million (6%) on the first half of 2017 (€1,096 million).
The "Cost of materials and external services and other expenses", totalling €474 million, are up €43 million compared with the first half of 2017 (€431 million). After stripping out the impact of exchange rate movements, the increase is €54 million, primarily due to a combination of the following:
- a) an increase in maintenance costs, primarily due to planned resurfacing work on the motorways operated by the Brazilian operators, Triangulo do Sol and Rodovias das Colinas, in 2018;
- b) an increase in costs at Telepass, Aeroporti di Roma and the Aéroports de la Côte d'Azur group linked to the increase in other operating revenue;
- c) increased costs at Spea Engineering as a result of the greater volume of contract work with third parties.
The "Intercompany margin on capital expenditure" in the first half of 2018 has resulted in income of €6 million, a reduction of €24 million compared with the first half of 2017 (€30 million). This reflects the reduced volume of work carried out by the Group's own in-house technical units, linked to application of the new legislation governing tenders.
"Concession fees" of €247 million are up €3 million (1%) compared with the first half of 2017 (€244 million), primarily due to traffic growth reported by the Group's Italian motorway operators.
"Net staff costs" of €445 million are down €6 million (€451 million in the first half of 2017). After stripping out the impact of exchange rate movements, these costs are down €1 million.
"Gross operating profit" (EBITDA) of €1,743 million is up €7 million compared with the first half of 2017 (€1,736 million). On a like-for-like basis, EBITDA is up €51 million (3%).
"Amortisation, depreciation, impairment losses and reversals of impairment losses", totalling €565m, are up €14 million compared with the first half of 2017 (€551 million).
The "Operating change in provisions and other adjustments" have resulted in an expense of €41 million, broadly in line with the figure for the first half of 2017 (an expense of €37 million).
"Operating profit" (EBIT) of €1,137 million is down €11 million (-1%) on the first half of 2017 (€1,148 million).
"Financial income recognised as an increase in financial assets deriving from concession rights and government grants" amounts to €37 million, in line with the figure for the same period of the previous year.
"Financial expenses from discounting of provisions for construction services required by contract and other provisions" amount to €22 million. This figure is broadly unchanged with respect to the first half of 2017 (€21 million), as the discount rates applied have remained practically unchanged from comparative period to another.
"Net other financial expenses" of €278 million are up €31 million compared with the first half of 2017 (€247 million).
This essentially reflects:
- a) recognition, in the first half of 2018, of the financial expenses linked to the acquisition financing obtained in relation to the tender offer for Abertis Infraestructuras, amounting to €21 million, essentially in the form of commitment fees on committed lines of credit and upfront fees on lines of credit obtained in May 2017 and cancelled in April 2018;
- b) an increase in financial expenses of €11 million, primarily linked to Atlantia's issue of bonds with a par value of €1,000 million in July 2017 (maturing in July 2027 and paying coupon interest of 1.875%), under the Company's €10 billion Euro Medium Term Note Programme finalised in November 2017.
"Capitalised financial expenses" of €3 million are up €2 million on the first half of 2017 (€1 million).
The "Share of profit/(loss) of investees accounted for using the equity method" amounts to a loss of €2 million (as in the first half of 2017).
Total "Income tax expense" amounts to €257 million, reduction of €72 million compared with the first half of 2017 (€329 million). This primarily reflects the tax expense of €46 million recognised in the comparative period on Autostrade per l'Italia's distribution of the special dividend in kind to Atlantia, as part of the Group's restructuring completed in 2017, and the lower pre-tax profit recognised in the first half of 2018.
"Profit from continuing operations" amounts to €618 million, a reduction of €31 million compared with the first half of 2017 (€587 million).
"Profit for the period", amounting to €618 million, is up €32 million on the first half of 2017 (€586 million). On a like-for-like basis, profit for the period is up €22 million (4%).
"Profit for the period attributable to owners of the parent", amounting to €531 million, is up €11 million on the first half of 2017 (€520 million). On a like-for-like basis, profit for the period attributable to owners of the parent is up €45 million (9%).
"Profit for the period attributable to non-controlling interests" amounts to €87 million, marking an increase of €21 million compared with the first half of 2017 (€66 million). This primarily reflects the acquisition of interests in Autostrade per l'Italia by non-controlling shareholders in July 2017.
| 2. Interim report on operations | |||
|---|---|---|---|
| Cons olida ted s ta tement of comprehens |
ive income | ||
| € M |
H1 2018 | H1 2017 | |
| Profit for the period | (A) | 618 | 586 |
| Fair value gains/(losses) on cash flow hedges | -61 | 110 | |
| Tax effect of fair value gains/(losses) on cash flow hedges | 17 | -25 | |
| Gains/(losses) from translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro |
-158 | -209 | |
| Gains/(losses) from translation of investments accounted for using the equity method denominated in functional currencies other than the euro |
-1 | -2 | |
| Other comprehensive income/(loss) for the period reclassifiable to profit or loss |
(B) | -203 | -126 |
| Reclassifications of other components of comprehensive income to profit or loss for the period |
(C) | 2 | - |
| Tax effect of reclassifications of other components of comprehensive income to profit or loss for the period |
(D) | - | - 4 |
| Total other comprehensive income/(loss) for the period | (E=B+C+D) | -201 | -130 |
| Comprehensive income for the period | (A+E) | 417 | 456 |
| Of which attributable to owners of the parent | 407 | 490 | |
| Of which attributable to non-controlling interests | 10 | -34 |
The "Other comprehensive income/(loss) for the period", after the related taxation, amounts to €201 million for the first half of 2018 (a loss of €130 million in the first half of 2017). This primarily reflects a combination of the following:
- a) losses on the translation of the assets and liabilities of consolidated companies denominated in functional currencies other than the euro, totalling €158 million, essentially due to the sharp fall in the value of the Brazilian real against the euro as at 30 June 2018, compared with the exchange rate as at 31 December 2017; the first half of 2017 registered falls in the value of both the Brazilian real and the Chilean peso;
- b) an increase in fair value losses on cash flow hedges, after the related taxation, totalling €44 million, primarily due to a reduction in the interest rates applied to the hedging instruments as at 30 June 2018, compared with those used as at 31 December 2017; in the first half of 2017, there was a reduction in fair value losses on cash flow hedges, after the related taxation, of €85 million, reflecting an increase in the interest rates used.
Consolidated financial position
As at 30 June 2018, "Non-current non-financial assets" of €29,750 million are up €490 million on the figure for 31 December 2017 (€29,260 million).
"Property, plant and equipment" of €284 million is broadly in line with the figure for 31 December 2017 (€303 million).
"Intangible assets" total €26,945 million (€27,424 million as at 31 December 2017) and essentially relate to the Group's concession rights, amounting to €22,005 million (€22,465 million as at 31 December 2017), 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 €479 million in intangible assets is primarily due to the following:
- a) amortisation for the period (€530 million);
- b) a reduction due to the effect of currency translation differences recognised as at 30 June 2018 on the concession rights of overseas operators (a decrease of €160 million), essentially due to the fall in the value of the Brazilian real against the euro;
- c) investment during the period in construction services for which additional economic benefits are received, totalling €147 million;
- d) an increase in intangible assets deriving from concession rights due to an updated estimate of the present value on completion of investment in construction services for which no additional benefits are received (€45 million).
"Investments", totalling €1,300 million, are up €1,033 million compared with 31 December 2017 (€267 million). This essentially reflects the 15.49% interest in Getlink following the Group's acquisition of a 100% interest in Aero I Global & International Sàrl in March 2018.
"Deferred tax assets" of €1,214 million are down €44 million on the figure as at 31 December 2017 (€1,258 million). 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 (€49 million).
Reclassified consolidated statement of financial position(*)
| Reclassified consolidated statement of financial position(*) | |||
|---|---|---|---|
| € M |
30 June 2018 | 31 December 2017 | INCREASE/ (DECREASE) |
| Non-current non-financial assets | |||
| Property, plant and equipment | 284 | 303 | -19 |
| Intangible assets | 26,945 | 27,424 | -479 |
| Investments | 1,300 | 267 | 1,033 |
| Deferred tax assets | 1,214 | 1,258 | -44 |
| Other non-current assets | 7 | 8 | -1 |
| Total non-current non-financial assets (A) | 29,750 | 29,260 | 490 |
| Working capital | |||
| Trading assets | 1,945 | 1,798 | 147 |
| Current tax assets | 66 | 79 | -13 |
| Other current assets | 224 | 187 | 37 |
| Non-financial assets held for sale or related to discontinued operations | 4 | 5 | -1 |
| Current portion of provisions for construction services required by | -649 | -427 | -222 |
| contract Current provisions |
-380 | -380 | - |
| Trading liabilities | -1,564 | -1,583 | 19 |
| Current tax liabilities | -325 | -151 | -174 |
| Other current liabilities | -661 | -634 | -27 |
| Non-financial liabilities related to discontinued operations | - | -6 | 6 |
| Total working capital (B) | -1,340 | -1,112 | -228 |
| Gross invested capital (C=A+B) | 28,410 | 28,148 | 262 |
| Non-current non-financial liabilities | |||
| Non-current portion of provisions for construction services required by contract |
-2,640 | -2,961 | 321 |
| Non-current provisions | -1,566 | -1,566 | - |
| Deferred tax liabilities | -2,191 | -2,254 | 63 |
| Other non-current liabilities | -110 | -108 | -2 |
| Total non-current non-financial liabilities (D) | -6,507 | -6,889 | 382 |
| NET INVESTED CAPITAL (E=C+D) | 21,903 | 21,259 | 644 |
(*) 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".
| Group financial review | |||
|---|---|---|---|
| € M |
30 June 2018 | 31 December 2017 | INCREASE/ (DECREASE) |
| Equity attributable to owners of the parent | 8,678 | 8,772 | -94 |
| Equity attributable to non-controlling interests | 2,881 | 2,991 | -110 |
| Total equity (F) | 11,559 | 11,763 | -204 |
| Net debt | |||
| Non-current net debt | |||
| Non-current financial liabilities | 15,463 | 15,970 | -507 |
| Bond issues | 10,738 | 11,362 | -624 |
| Medium/long-term borrowings | 4,078 | 4,012 | 66 |
| Non-current derivative liabilities Other non-current financial liabilities |
612 35 |
566 30 |
46 5 |
| Non-current financial assets | -2,263 | -2,316 | 5 3 |
| Non-current financial assets deriving from concession rights | -956 | -964 | 8 |
| Non-current financial assets deriving from government grants | -262 | -250 | -12 |
| Non-current term deposits | -320 | -315 | -5 |
| Non-current derivative assets | -102 | -107 | 5 |
| Other non-current financial assets | -623 | -680 | 57 |
| Total non-current net debt (G) | 13,200 | 13,654 | -454 |
| Current net debt | |||
| Current financial liabilities | 2,679 | 2,254 | 425 |
| Bank overdrafts repayable on demand | 29 | 18 | 11 |
| Short-term borrowings | 335 | 430 | -95 |
| Current derivative liabilities | 6 | 14 | -8 |
| Current portion of medium/long-term borrowings | 2,236 | 1,718 | 518 |
| Other current financial liabilities | 73 | 74 | -1 |
| Cash and cash equivalents | -4,773 | -5,631 | 858 |
| Cash | -4,400 | -4,840 | 440 |
| Cash equivalents | -367 | -784 | 417 |
| Cash and cash equivalents related to discontinued operations |
-6 | -7 | 1 |
| Current financial assets | -762 | -781 | 1 9 |
| Current financial assets deriving from concession rights | -450 | -447 | -3 |
| Current financial assets deriving from government grants | -51 | -70 | 19 |
| Current term deposits | -169 | -179 | 10 |
| Current derivative assets | - | -1 | 1 |
| Current portion of other medium/long-term financial assets | -55 | -71 | 16 |
| Other current financial assets | -37 | -13 | -24 |
| Total current net debt (H) | -2,856 | -4,158 | 1,302 |
| Total net debt (I=G+H) (1) | 10,344 | 9,496 | 848 |
| NET DEBT AND EQUITY (L=F+I) | 21,903 | 21,259 | 644 |
(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 €1,340 million, compared with a negative balance of €1,112 million as at 31 December 2017, marking a variation of €228 million. This reflects the following:
- a) a €222 million increase in the current portion of provisions for construction services required by contract, primarily attributable to Autostrade per l'Italia, and linked to expected investment in construction services for which no additional benefits are received in the next twelve months;
- b) an increase of €187 million in net current tax liabilities, essentially linked to provisions for tax expense for the period;
- c) an increase of €147 million in trading assets, primarily due to the greater volume of trade receivables attributable to Telepass and Autostrade per l'Italia linked to increased turnover and the higher volume of motorway tolls to be collected.
"Non-current non-financial liabilities", totalling €6,507 million, are down €382 million on the figure for 31 December 2017 (€6,889 million). This variation is primarily due to the following:
- a) a reduction of €321 million in the non-current portion of provisions for construction services required by contract, essentially reflecting reclassification of the current portion (€371 million), partially offset by an updated estimate of the present value on completion of investment in construction services yet to be carried out (€45 million);
- b) a reduction of €63 million in "Deferred tax liabilities", primarily linked to currency translation differences recognised as at 30 June 2018, totalling €51 million, essentially due to the fall in the value of the Brazilian real against the euro as at 30 June 2018.
As a result, "Net invested capital" totals €21,903 million (€21,259 million as at 31 December 2017).
"Equity attributable to owners of the parent and non-controlling interests" totals €11,559 million (€11,763 million as at 31 December 2017).
"Equity attributable to owners of the parent", totalling €8,678 million, is down €94 million compared with the figure for 31 December 2017 (€8,772 million). This essentially reflects:
- a) payment of Atlantia's final dividend for 2017 (€532 million);
- b) comprehensive income for the period (€407 million), which was reduced by €83 million to reflect the movements in the reserve for the translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro;
- c) the increase, before tax, deriving from first-time adoption of the new accounting standard, IFRS 9 (€29 million).
"Equity attributable to non-controlling interests" of €2,881 million is down €110 million compared with the figure for 31 December 2017 (€2,991 million). This essentially reflects a combination of the following:
- a) dividends paid by a number of Group companies that are not wholly owned subsidiaries, totalling €123 million;
- b) comprehensive income for the period attributable to non-controlling interests (€10 million) primarily reflecting profit for the period attributable to non-controlling interests (€87 million) and
the reduction in the reserve for the translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro (€75 million).
| EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| € M | ISSUED CAPITAL |
CASH FLOW RESERVE HEDGE |
NET INVESTMENT HEDGE RESERVE |
CURRENCIES OTHER DIFFERENCES ON TRANSLATION OF DENOMINATED IN CONSOLIDATED THAN THE EURO LIABILITIES OF RESERVE FOR TRANSLATION ASSETS AND FUNCTIONAL COMPANIES |
CURRENCIES OTHER USING THE EQUITY TRANSLATION OF ACCOUNTED FOR DENOMINATED IN THAN THE EURO RESERVE FOR INVESTMENTS FUNCTIONAL METHOD |
RESERVES AND RETAINED EARNINGS OTHER |
TREASURY SHARES |
PROFIT/(LOSS) FOR INTERIM DIVIDEND PERIOD AFTER |
TOTAL | EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS |
ATTRIBUTABLE TO OWNERS OF THE CONTROLLING TOTAL EQUITY AND TO NON- INTERESTS PARENT |
| 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 | - | 78 | - | -107 | -1 | - | - | 520 | 490 | -34 | 456 |
| Owner transactions and other changes | |||||||||||
| Atlantia SpA's final dividend (€0.530 per share) |
- | - | - | - | - | - | - | -433 | -433 | - | -433 |
| Transfer of remaining profit/(loss) for previous year to retained earnings |
- | - | - | - | - | 327 | - | -327 | - | - | - |
| Dividends paid by other Group companies to non-controlling shareholders |
- | - | - | - | - | - | - | - | - | -40 | -40 |
| Purchase of treasury shares | - | - | - | - | - | - | -84 | - | -84 | - | -84 |
| Share-based incentive plans | - | - | - | - | - | -4 | 11 | - | 7 | - | 7 |
| Returns of capital to non-controlling shareholders and other minor changes |
- | - | - | - | - | - | - | - | - | -95 | -95 |
| Balance as at 30 June 2017 | 826 | -121 | -36 | -305 | - 6 | 6,506 | -180 | 520 | 7,204 | 2,530 | 9,734 |
| Balance as at 31 December 2017 | 826 | -109 | -36 | -303 | - 6 | 7,863 | -169 | 706 | 8,772 | 2,991 | 11,763 |
| Impact of first-time adoption of IFRS 9 from 1 January 2018 | - | - | - | - | - | 29 | - | - | 2 9 | 3 | 3 2 |
| Balance as at 1 January 2018 | 826 | -109 | -36 | -303 | - 6 | 7,892 | -169 | 706 | 8,801 | 2,994 | 11,795 |
| Comprehensive income for the period | - | -41 | - | -83 | - | - | - | 531 | 407 | 10 | 417 |
| Owner transactions and other changes | |||||||||||
| Atlantia SpA's final dividend (€0.650 per share) |
- | - | - | - | - | - | - | -532 | -532 | - | -532 |
| Transfer of remaining profit/(loss) for previous year to retained earnings |
- | - | - | - | - | 174 | - | -174 | - | - | - |
| Dividends paid by other Group companies to non-controlling shareholders |
- | - | - | - | - | - | - | - | - | -123 | -123 |
| Share-based incentive plans | - | - | - | - | - | - | 1 | - | 1 | - | 1 |
| Reclassifications and other minor changes | - | - | - | - | - | 1 | - | - | 1 | - | 1 |
| Balance as at 30 June 2018 | 826 | -150 | -36 | -386 | - 6 | 8,067 | -168 | 531 | 8,678 | 2,881 | 11,559 |
Statement of changes in consolidated equity
The Group's net debt as at 30 June 2018 amounts to €10,344 million (€9,496 million as at 31 December 2017). As mentioned in the introduction and explained in greater detail in note 3, "Accounting standards and policies", in the section, "Condensed consolidated interim financial statements", the first-time adoption of IFRS 9 has resulted in a different accounting treatment for non-substantial modifications of financial liabilities. This has led to a reduction of €42 million in non-current financial liabilities, recognised as at 1 January 2018.
"Non-current net debt", amounting to €13,200 million, is down €454 million compared with 31 December 2017 (€13,654 million) and consists of:
- a) "Non-current financial liabilities" of €15,463 million, down €507 million compared with 31 December 2017 (€15,970 million), essentially due to the reclassification of €592 million to current financial liabilities as a result of the fact that bonds issued by Autostrade per l'Italia are due to mature in February 2019, in addition to the impact of first-time adoption of IFRS 9;
- b) "Non-current financial assets" of €2,263 million, down €53 million compared with 31 December 2017 (€2,316 million), essentially due to the impact of the fall in the value of the Brazilian real against the euro on the financial assets held by AB Concessoes.
"Current net funds" of €2,856 million are down €1,302 million compared with 31 December 2017 (€4,158 million) and consist of:
- a) "Current financial liabilities" of €2,679 million, an increase of €425 million compared with 31 December 2017 (€2,254 million), due essentially to the above reclassification of bonds issued by Autostrade per l'Italia, partially offset by a reduction in accrued expenses on Autostrade per l'Italia's bond issues due primarily to repayment, in the second half of 2017, of the bond issued with a par value of €1,000 million;
- b) "Current financial assets" of €762 million, down €19 million compared with 31 December 2017 (€781 million), primarily due to a reduction in financial assets and term deposits linked to grants to fund the construction of motorway infrastructure;
- c) "Cash and cash equivalents" of €4,773 million, down €858 million compared with 31 December 2017 (€5,631 million), primarily linked to the cash used in acquiring the investment in Getlink in March 2018, partially offset by cash from operating activities during the period.
The residual weighted average term to maturity of the Group's interest bearing debt is six years and two months as at 30 June 2018. 88% of the Group's debt is fixed rate.
The average cost of the Group's medium/long-term borrowings in the first half of 2018 was 3.3% (reflecting the combined effect of 3.1% for the companies operating in Italy, 4.9% for the Chilean companies and 7.3% for the Brazilian companies).
As at 30 June 2018, project debt attributable to specific overseas companies amounts to €1,479 million. At the same date, the Group has cash reserves of €11,349 million, including €4,000 million earmarked to part finance the investments in Abertis Infraestructuras and Hochtief. The remaining €7,349 million consist of:
- a) €4,655 million in cash and/or investments maturing in the short term;
- b) €489 million in term deposits allocated primarily to part finance the execution of specific construction services and to service the debt of the Chilean companies;
- c) €2,205 million in undrawn committed lines of credit.
Not taking into account the lines of credit obtained in relation to the offer for Abertis Infraestructuras, as at 30 June 2018, the Group has lines of credit with an average residual term to maturity of approximately eight years and a weighted average residual drawdown period of three years and three months.
Following Atlantia's withdrawal of its voluntary public tender offer, in cash and/or shares, for the entire issued capital of Abertis Infraestructuras, as a result of the agreement with ACS and Hochtief regarding a joint investment in the target company, on 13 April 2018, Atlantia cancelled the acquisition financing provided by its banks in May 2017, amounting to €14,700 million (subsequently reduced to €11,648 million, following both the issue of bonds in July 2017, and the sale of interests in a number of subsidiaries and associates, completed in the second half of 2017).
The cancelled credit facilities were replaced by a combination of new facilities totalling up to €4,000 million on 15 May 2018. As at 30 June 2018, these are as follows:
- a) a Term Loan of up to €1,500 million, repayable in tranches maturing between the first quarter of 2022 and the first quarter of 2023;
- b) a Bridge Loan of up to €2,500 million, with a bullet repayment in December 2019.
As described in greater detail in the section, "Events after 30 June 2018", in addition to the above, following the signature of two new loan agreements on 4 July 2018 and cancellation of the Bridge Loan of €2,500 million, the Parent Company, Atlantia, has committed lines of credit of up to €4,500 million (fully available). These break down as follows:
- a) Term Loan 1 of up to €1,500 million, repayable in tranches maturing between the first quarter of 2022 and the first quarter of 2023;
- b) Term Loan 2 (agreed on 4 July 2018) of up to €1,750 million, with a bullet repayment in the third quarter of 2023;
- c) a Revolving Facility (agreed on 4 July 2018) of up to €1,250 million, with a bullet repayment in the third quarter of 2023.
The two Term Loans are earmarked to finance the joint investment in Abertis Infraestructuras SA and the acquisition of a minority interest in Hochtief (only Term Loan 1), whilst the Revolving Facility is to be used for general corporate purposes.
The Group's net debt, as defined in the European Securities and Market Authority – ESMA (formerly CESR) Recommendation of 20 March 2013 (which does not permit the deduction of non-current
financial assets from debt), amounts to €12,607 million as at 30 June 2018, compared with €11,812 million as at 31 December 2017.
Consolidated cash flow
"Net cash from operating activities" amounts to €1,254 million for the first half of 2018, marking an increase of €40 million compared with the first half of 2017 (€1,214 million). The improvement primarily reflects an increase in operating cash flow of €50 million, mostly affected by the tax expense of €46 million incurred in the first half of 2017 in relation to Autostrade per l'Italia's distribution of a special dividend in kind to Atlantia. On a like-for-like basis, operating cash flow is €1,331 million, an increase of €61 million (5%) compared with the first half of 2017.
"Cash used for investment in non-financial assets" amounts to €1,430 million, compared with the outflow of €447 million in the first half of 2017. This primarily reflects:
- a) the acquisition of a 100% interest in Aero I Global & International Sàrl, which owns 15.49% of Getlink, for a total of €1,056 million;
- b) capital expenditure after the related government grants, totalling €377 million.
The outflow in the first half of 2017 primarily regarded capital expenditure after the related government grants, totalling €486 million.
"Net equity cash outflows" amount to €654 million, reflecting the final dividends payable to owners of the parent and non-controlling shareholders, totalling €655 million. The outflow in the first half of 2017, totalling €644 million, included dividends declared (€473 million), the return of capital to noncontrolling shareholders by the Chilean holding company, Grupo Costanera (€95 million) and the cost of Atlantia's purchases of treasury shares (€84 million).
There was also an increase in net debt of €18 million in the first half of 2018, primarily due to an increase in fair value losses on hedging instruments, reflecting a reduction in interest rates during the period, partially offset by accrued financial income on financial assets held by Ab Concessoes. There was instead a reduction of €133 million in net debt in the first half of 2017, reflecting a decrease in fair value losses on hedging instruments as a result of the opposite performance on the interest rates.
The overall impact of the above cash flows has resulted in an increase in net debt of €848 million in the first half of 2018, compared with a decrease of €256 million recorded in the first half of 2017.
Statement of changes in consolidated net debt (*)
| €M | H1 2018 | H1 2017 | ||
|---|---|---|---|---|
| CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES | ||||
| Profit for the period | 618 | 586 | ||
| Adjusted by: | ||||
| Amortisation and depreciation | 565 | 551 | ||
| Operating change in provisions, after use of provisions for refurbishment of airport infrastructure | 42 | 31 | ||
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
22 | 21 | ||
| Impairment losses/(Reversal of impairment losses) on financial assets and investments accounted for at fair value |
- | 4 | ||
| Dividends received and share of (profit)/loss of investees accounted for using the equity method | 32 | 10 | ||
| Impairment losses/(Reversal of impairment losses) and adjustments of current and non-current assets | - | 8 | ||
| Net change in deferred tax (assets)/liabilities through profit or loss | 20 | 58 | ||
| Other non-cash costs (income) | -36 | -56 | ||
| Operating cash flow | 1,263 | 1,213 | ||
| Change in operating capital | -181 | -85 | ||
| Other changes in non-financial assets and liabilities | 172 | 86 | ||
| Net cash generated from/(used in) operating activities (A) | 1,254 | 1,214 | ||
| NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETS | ||||
| Investment in assets held under concession | -338 | -428 | ||
| Purchases of property, plant and equipment | -20 | -36 | ||
| Purchases of other intangible assets | -19 | -22 | ||
| Capital expenditure | -377 | -486 | ||
| Increase in financial assets deriving from concession rights (related to capital expenditure) | 11 | 33 | ||
| Purchase of investments | -10 | -4 | ||
| Investment in consolidated companies, including net debt assumed | -1,056 | -2 | ||
| Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments | 1 | 1 | ||
| Net change in other non-current assets | 1 | 11 | ||
| Net cash from/(used in) investment in non-financial assets (B) | -1,430 | -447 | ||
| NET EQUITY CASH INFLOWS/(OUTFLOWS) | ||||
| Purchase of treasury shares | - | -84 | ||
| Dividends declared by Atlantia and Group companies and payable to non-controlling shareholders | -655 | -473 | ||
| Proceeds from exercise of rights under share-based incentive plans | 1 | 8 | ||
| Return of capital to non-controlling shareholders | - | -95 | ||
| Net equity cash inflows/(outflows) (C) | -654 | -644 | ||
| Increase/(Decrease) in cash and cash equivalents during period (A+B+C) | -830 | 123 | ||
| Change in fair value of hedging derivatives | -61 | 110 | ||
| Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) | 37 | 39 | ||
| Effect of foreign exchange rate movements on net debt and other changes | 6 | -16 | ||
| Other changes in net debt (D) | -18 | 133 | ||
| Decrease/(Increase) in net debt for period (A+B+C+D) | -848 | 256 | ||
| Net debt at beginning of period | -9,496 | -11,677 | ||
| Net debt at end of period | -10,344 | -11,421 |
(*) The reconciliation with the reported amounts in the consolidated interim financial statements is provided in the section, "Reconciliation of the reclassified and reported financial statements".
Reconciliation of the reclassified and reported financial statements
Reconciliations of the reclassified financial statements presented above with the matching income statement, statement of financial position and statement of cash flows, as prepared under international financial reporting standards (IFRS), are included below.
| 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 | 2,026 | 2,026 | 1,994 | 1,994 | ||||||||
| Aviation revenue Revenue from construction services |
387 158 |
387 | 370 213 |
370 | ||||||||
| Revenue from construction services - government grants and cost of materials and external services | (a) | 135 | (a) | 195 | ||||||||
| (b) | (b) | |||||||||||
| Capitalised staff costs - construction services for which additional economic benefits are received | 20 | 17 | ||||||||||
| Revenue from construction services: capitalised financial expenses Other revenue |
(c) (d) |
3 | 490 | (c) (d) |
1 | 468 | ||||||
| Other operating revenue | (d) | 490 | (d) | 468 | ||||||||
| Total revenue | 3,061 | 3,045 | ||||||||||
| TOTAL OPERATING REVENUE | 2,903 | 2,832 | ||||||||||
| Raw and consumable materials Service costs |
-159 -540 |
-159 -540 |
-153 -580 |
-153 -580 |
||||||||
| Gain/(Loss) on sale of elements of property, plant and equipment | 1 | 1 | - | - | ||||||||
| Other operating costs Concession fees |
(r) | -300 -247 |
(r) | -293 -244 |
||||||||
| Lease expense | -11 | -11 | -11 | -11 | ||||||||
| Other Use of provisions for construction services required by contract |
-42 | (k) | -42 115 |
-38 | -38 (k) 145 |
|||||||
| Revenue from construction services: government grants and capitalised cost of | (a) | 135 | (a) 195 |
|||||||||
| materials and external services Use of provisions for refurbishment of airport infrastructure |
(f) | 33 | (f) 41 |
|||||||||
| COST OF MATERIALS AND EXTERNAL SERVICES | -468 | -401 | ||||||||||
| CONCESSION FEES Staff costs |
(e) | -497 | (r) | -247 | (e) | -498 | (r) | -244 | ||||
| NET STAFF COSTS | (b+e+h) | -445 | (b+e+h) | -451 | ||||||||
| TOTAL NET OPERATING COSTS | -1,160 | -1,096 | ||||||||||
| GROSS OPERATING PROFIT (EBITDA) | 1,743 | 1,736 | ||||||||||
| OPERATING CHANGE IN PROVISIONS AND OTHER ADJUSTMENTS | -41 | -37 | ||||||||||
| Operating change in provisions (Provisions)/ Uses of provisions for repair and replacement of motorway infrastructure |
- 8 79 |
79 | 1 2 11 |
11 | ||||||||
| (Provisions)/ Uses of provisions for refurbishment of airport infrastructure | -80 | 9 | ||||||||||
| Provisions for refurbishment of airport infrastructure Use of provisions for refurbishment of airport infrastructure |
(f) | -113 33 |
-113 | (f) | -32 41 |
-32 | ||||||
| Other provisions | -7 | -7 | -8 | -8 | ||||||||
| (Impairment losses)/Reversals of impairment losses Use of provisions for construction services required by contract |
147 | (g) | - | 175 | (g) -8 |
|||||||
| Use of provisions for construction services required by contract (k) | 115 | (k) | 145 | |||||||||
| Capitalised staff costs - construction services for which no additional economic benefits are received | (h) | 32 | (h) | 30 | ||||||||
| Amortisation and depreciation | (i) | -565 | (i) | -551 | ||||||||
| Depreciation of property, plant and equipment Amortisation of intangible assets deriving from concession rights |
-35 -494 |
-31 -490 |
||||||||||
| Amortisation of other intangible assets | -36 | -30 | ||||||||||
| (Impairment losses)/Reversals of impairment losses | (j) | - | (j) | - 8 |
||||||||
| (Impairment losses)/Reversals of impairment losses on property, plant and equipment and intangible assets | - | - | ||||||||||
| (Impairment losses)/Reversals of impairment losses | (g) | - | (g) | -8 | ||||||||
| AMORTISATION, DEPRECIATION, IMPAIRMENT LOSSES AND REVERSALS O F IMPAIRMENT LOSSES |
(i+j) | -565 | (i+j) | -551 | ||||||||
| TOTAL COSTS | -1,921 | -1,896 | ||||||||||
| OPERATING PROFIT/(LOSS) | 1,140 | 1,149 | ||||||||||
| OPERATING PROFIT/(LOSS) (EBIT) | 1,137 | 1,148 | ||||||||||
| Financial income Financial income accounted for as an increase in financial assets deriving from |
186 | 186 | ||||||||||
| concession rights and government grants | 37 | 37 | 37 | 37 | ||||||||
| Dividends received from investees Other financial income |
(l) (m) |
4 145 |
(l) (m) |
3 146 |
||||||||
| Financial expenses | -463 | -428 | ||||||||||
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-22 | -22 | -21 | -21 | ||||||||
| Other financial expenses | (n) | -441 | (n) | -407 | ||||||||
| Foreign exchange gains/(losses) Other financial expenses, after other financial income |
(o) | 1 4 |
(l+m+n+o) | -278 | (o) | 1 1 |
(l+m+n+o) | -247 | ||||
| Capitalised financial expenses o n intangible assets deriving from concession rights |
(c) | 3 | (c) | 1 | ||||||||
| FINANCIAL INCOME/(EXPENSES) Share of (profit)/loss of investees accounted for using the equity method |
-263 - 2 |
- 2 |
-231 - 2 |
- 2 |
||||||||
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | 875 | 875 | 916 | 916 | ||||||||
| Income tax (expense)/benefit | -257 | -257 | -329 | -329 | ||||||||
| Current tax expense Differences on tax expense for previous years |
-244 8 |
-273 1 |
||||||||||
| Deferred tax income and expense | -21 | -57 | ||||||||||
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | 618 | 618 | 587 | 587 | ||||||||
| Profit/(Loss) from discontinued operations | - | - | - 1 |
- 1 |
||||||||
| PROFIT FOR THE YEAR | 618 | 618 | 586 | 586 | ||||||||
| of which: Profit attributable to owners of the parent |
531 | 531 | 520 | 520 | ||||||||
| 6 6 |
Reconciliation of the consolidated income statement with the reclassified consolidated income statement € M H1 2018 H1 2017
| Reconciliation of items | Reported basis | Reclassified basis | Reported basis | Reclassified basis | ||||
|---|---|---|---|---|---|---|---|---|
| Ref. | Main entries | Ref. | Main entries | Ref. | Main entries | Ref. | Main entries | |
| Non-current non-financial assets | ||||||||
| Property, plant and equipment | (a) | 284 | 284 | (a) | 303 | 303 | ||
| Intangible assets | (b) | 26,945 | 26,945 | (b) | 27,424 | 27,424 | ||
| Investments | (c) | 1,300 | 1,300 | (c) | 267 | 267 | ||
| Deferred tax assets | (d) | 1,214 | 1,214 | (d) | 1,258 | 1,258 | ||
| Other non-current assets | (e) | 7 | 7 | (e) | 8 | 8 | ||
| Total non-current non-financial assets (A) | 29,750 | 29,260 | ||||||
| Working capital | ||||||||
| Trading assets | (f) | 1,945 | 1,945 | (f) | 1,798 | 1,798 | ||
| Current tax assets | (g) | 66 | 66 | (g) | 79 | 79 | ||
| Other current assets Non-financial assets held for sale or related to discontinued |
(h) | 224 | 224 | (h) | 187 | 187 | ||
| operations | (w) | 4 | (w) | |||||
| Current portion of provisions for construction services required | ||||||||
| by contract | (i) | -649 | -649 | (i) | -427 | -427 | ||
| Current provisions | (j) | -380 | -380 | (j) | -380 | -380 | ||
| Trading liabilities | (k) | -1,564 | -1,564 | (k) | -1,583 | -1,583 | ||
| Current tax liabilities | (l) | -325 | -325 | (l) | -151 | -151 | ||
| Other current liabilities | (m) | -661 | -661 | (m) | -634 | -634 | ||
| Non-financial liabilities related to discontinued operations | (x) | - | (x) | -6 | ||||
| Total working capital (B) | -1,340 | -1,112 | ||||||
| Gross invested capital (C=A+B) | 28,410 | 28,148 | ||||||
| Non-current non-financial liabilities | ||||||||
| Non-current portion of provisions for construction services | (n) | -2,640 | -2,640 | (n) | -2,961 | -2,961 | ||
| required by contract | ||||||||
| Non-current provisions | (o) | -1,566 | -1,566 | (o) | -1,566 | -1,566 | ||
| Deferred tax liabilities Other non-current liabilities |
(p) (q) |
-2,191 -110 |
-2,191 -110 |
(p) (q) |
-2,254 -108 |
-2,254 -108 |
||
| Total non-current non-financial liabilities (D) | -6,507 | -6,889 | ||||||
| Net invested capital (E=C+D) | 21,903 | 21,259 | ||||||
| Total equity (F) | 11,559 | 11,559 | 11,763 | 11,763 | ||||
| Net debt | ||||||||
| Non-current net debt | ||||||||
| Non-current financial liabilities | (r) | 15,463 | 15,463 | (r) | 15,970 | 15,970 | ||
| Non-current financial assets | (s) | -2,263 | -2,263 | (s) | -2,316 | -2,316 | ||
| Total non-current net debt (G) | 13,200 | 13,654 | ||||||
| Current net debt | ||||||||
| Current financial liabilities | (t) | 2,679 | 2,679 | (t) | 2,254 | 2,254 | ||
| Bank overdrafts repayable on demand | 29 | 29 | 18 | 18 | ||||
| Short-term borrowings | 335 | 335 | 430 | 430 | ||||
| Current derivative liabilities | 6 | 6 | 14 | 14 | ||||
| Current portion of medium/long-term borrowings | 2,236 | 2,236 | 1,718 | 1,718 | ||||
| Other current financial liabilities | 73 | 73 | 74 | 74 | ||||
| Cash and cash equivalents | (u) | -4,767 | -4,773 | (u) | -5,624 | -5,631 | ||
| Cash in hand | -4,400 | -4,400 | -4,840 | -4,840 | ||||
| Cash equivalents | -367 | -367 | -784 | -784 | ||||
| Cash and cash equivalents related to discontinued operations | (y) -6 |
(y) | -7 | |||||
| Current financial assets | (v) | -762 | -762 | (v) | -781 | -781 | ||
| Current financial assets deriving from concession rights | -450 | -450 | -447 | -447 | ||||
| Current financial assets deriving from government grants | -51 | -51 | -70 | -70 | ||||
| Current term deposits Current derivative assets |
-169 - |
-169 - |
-179 -1 |
-179 -1 |
||||
| Current portion of other medium/long-term financial assets | -55 | -55 | -71 | -71 | ||||
| Other current financial assets | -37 | -37 | -13 | -13 | ||||
| Total current net debt (H) | -2,856 | -4,158 | ||||||
| Total net debt (I=G+H) | 10,344 | 9,496 | ||||||
| Net debt and equity (L=F+I) | 21,903 | 21,259 | ||||||
| Assets held for sale or related to discontinued operations | (-y+w) | 10 | (-y+w) | 12 | ||||
| Liabilities related to discontinued operations | (-x) | - | (-x) | 6 | ||||
| TOTAL NON-CURRENT ASSETS | (a+b+c+d+e-s) | 32,013 | (a+b+c+d+e-s) | 31,576 | ||||
| TOTAL CURRENT ASSETS | (f+g+h-u-v-y+w) | 7,774 | (f+g+h-u-v-y+w) | 8,481 | ||||
| TOTAL NON-CURRENT LIABILITIES | (-n-o-p-q+r) | 21,970 | (-n-o-p-q+r) | 22,859 | ||||
Reconciliation of the consolidated statement of financial position with the reclassified consolidated statement of financial position € m 30 June 2018 31 December 2017
38
Reconciliation of the statement of changes in consolidated net debt and the consolidated statement of cash flows
| Group financial review | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of the statement of changes in consolidated net debt and the | |||||||||
| consolidated statement of cash flows | |||||||||
| € M |
H1 2018 | H1 2017 | |||||||
| Reconciliation of items | Note | flows | Consolidated statement of cash |
Changes in consolidated net debt |
statement of cash flows |
Consolidated | consolidated net debt | Changes in | |
| CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES | |||||||||
| Profit for the period | 618 | 618 | 586 | 586 | |||||
| Adjusted by: Amortisation and depreciation |
565 | 565 | 551 | 551 | |||||
| Operating change in provisions, after use of provisions for refurbishment of airport infrastructure | 42 | 42 | 31 | 31 | |||||
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
22 | 22 | 21 | 21 | |||||
| Impairment losses/(Reversal of impairment losses) on financial assets and investments accounted for at fair value | - | - | 4 | 4 | |||||
| Dividends received and share of (profit)/loss of investees accounted for using the equity method | 32 | 32 | 10 | 10 | |||||
| Impairment losses/(Reversal of impairment losses) and adjustments of current and non-current assets Net change in deferred tax (assets)/liabilities through profit or loss |
- 20 |
- 20 |
8 58 |
8 58 |
|||||
| Other non-cash costs (income) | -36 | -36 | -56 | -56 | |||||
| Operating cash flow | 1,263 | 1,213 | |||||||
| Change in operating capital | (a) | -181 | -85 | ||||||
| Other changes in non-financial assets and liabilities Change in working capital and other changes |
(b) (a+b) |
-9 | 172 | 1 | 86 | ||||
| Net cash generated from/(used in) operating activities (A) | 1,254 | 1,254 | 1,214 | 1,214 | |||||
| NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETS | |||||||||
| Investment in assets held under concession Purchases of property, plant and equipment |
-338 -20 |
-338 -20 |
-428 -36 |
-428 -36 |
|||||
| Purchases of other intangible assets | -19 | -19 | -22 | -22 | |||||
| Capital expenditure | -377 | -486 | |||||||
| Increase in financial assets deriving from concession rights (related to capital expenditure) | 11 | 11 | 33 | 33 | |||||
| Purchase of investments Cost of acquisition |
(c) | -1,056 | -10 | -1,056 | -10 | -2 | -4 | -2 | -4 |
| Cash and cash equivalents acquired | (d) | - | - | - | - | ||||
| Net financial liabilities assumed, excluding cash and cash equivalents acquired | (e) | - | - | ||||||
| Acquisitions of additional interests and/or investments in consolidated companies, net of cash acquired | (c+d) | -1,056 | -2 | ||||||
| Investment in consolidated companies, including net debt assumed Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments |
(c+d+e) | 1 | -1,056 1 |
1 | -2 1 |
||||
| Net change in other non-current assets | 1 | 1 | 11 | 11 | |||||
| Net change in current and non-current financial assets | (f) | -29 | -117 | ||||||
| Net cash from/(used in) investment in non-financial assets (B) | (g) | -1,430 | -447 | ||||||
| Net cash generated from/(used in) investing activities (C) | (g+f) | -1,459 | -564 | ||||||
| NET EQUITY CASH INFLOWS/(OUTFLOWS) | |||||||||
| Purchase of treasury shares Dividends declared by Atlantia and Group companies and payable to non-controlling shareholders |
(h) | - | - -655 |
-84 | -84 -473 |
||||
| Dividends paid | (i) | -654 | -455 | ||||||
| Proceeds from exercise of rights under share-based incentive plans | 1 | 1 | 8 | 8 | |||||
| Return of capital to non-controlling shareholders Net equity cash inflows/(outflows) (D) |
- | - -654 |
-95 | -95 -644 |
|||||
| Net cash generated during the year (A+B+D) | -830 | 123 | |||||||
| Issuance of bonds | 93 | 1,325 | |||||||
| Increase in medium/long term borrowings (excluding finance lease liabilities) | 201 | 227 | |||||||
| Bond redemptions Repayments of medium/long term borrowings (excluding finance lease liabilities) |
-37 -110 |
-388 -87 |
|||||||
| Payment of finance lease liabilities | - | -2 | |||||||
| Net change in other current and non-current financial liabilities | -135 | -1,530 | |||||||
| Net cash generated from/(used in) financing activities (E) | -641 | -1,081 | |||||||
| Change in fair value of hedging derivatives Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) |
(j) (k) |
-61 37 |
110 39 |
||||||
| Effect of foreign exchange rate movements on net debt and other changes | (l) | 6 | -16 | ||||||
| Other changes in net debt (F) | -18 | 133 | |||||||
| Net effect of foreign exchange rate movements on net cash and cash equivalents (G) | -23 | -12 | |||||||
| Increase/(decrease) in net debt for period (A+B+D+F) | -848 | 256 | |||||||
| Net debt at beginning of period Net debt at end of period |
-9,496 -10,344 |
-11,677 -11,421 |
|||||||
| Increase/(Decrease) in cash and cash equivalents during period (A+C+E+G) | -869 | -443 | |||||||
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 5,613 | 3,386 | |||||||
| NET CASH AND CASH EQUIVALENTS AT END OF PERIOD | 4,744 | 2,943 |
Notes:
- a) the "Change in operating capital" shows the change in trade-related items directly linked to the Group's ordinary activities (in particular: inventories, trading assets and trading liabilities);
- b) the "Other changes in non-financial assets and liabilities" shows changes in items of a non-trading nature (in particular: current tax assets and liabilities, other current assets and liabilities, current provisions for construction services required by contract and other provisions);
- c) "Cost of acquisitions" shows the cost incurred for investments in consolidated companies;
- d) "Cash and cash equivalents acquired" includes the cash acquired as a result of the acquisition of consolidated companies;
- e) the "Net financial liabilities assumed, excluding cash and cash equivalents acquired" include the net debt assumed as a result of the acquisition of consolidated companies;
- f) the "Net change in current and non-current financial assets" is not shown in the "Statement of changes in consolidated net debt", as it does not have an impact on net debt;
- g) "Net cash from/(used in) investment in non-financial assets" excludes changes in the financial assets and liabilities referred to in note f) that do not have an impact on net debt;
- h) "Dividends declared by Atlantia and Group companies and payable to non-controlling shareholders" regard the portion of dividends declared by the Parent Company and other Group companies attributable to non-controlling interests, regardless of the reporting period in which they are paid;
- i) "Dividends paid" refer to amounts effectively paid during the reporting period;
- j) the amount represents the change in the fair value of cash flow hedges, before the related taxation, as shown in "Fair value gains/(losses) on cash flow hedges" in the consolidated statement of comprehensive income;
- k) this item essentially includes financial income and expenses in the form of interest linked to loans requiring the repayment of principal and interest accrued at maturity; the financial assets are described in note 7.4 and the financial liabilities are described in note 7.15 in the condensed consolidated interim financial statements;
- l) this item essentially includes the impact of exchange rate movements on financial assets (including cash and cash equivalents) and financial liabilities denominated in currencies other than the euro held by Group companies.
Adjusted consolidated results of operations and financial position and reconciliation with reported consolidated amounts
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 (reported alternative performance indicators), 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:
- a) an increase in revenue to take account of the reduction (following collection) in financial assets
- accounted for in the statement of financial position, as a result of guaranteed minimum toll revenue; b) an increase in revenue, corresponding to the portion of government grants accrued in relation to motorway maintenance and accounted for, in the statement of financial position, as a reduction in financial assets deriving from grants for investment in motorway infrastructure and attributable to the
Chilean operator, Los Lagos;
- c) an increase in revenue, corresponding to the accrued portion of government grants collected in relation to investment in motorway infrastructure and accounted for, in the statement of financial position, as a reduction in financial assets deriving from grants for investment in motorway infrastructure;
- d) the reversal of financial income deriving from the discounting to present value of financial assets deriving from concession rights (relating to guaranteed minimum revenue) and government grants for motorway maintenance, accounted for in financial income in the income statement;
- e) the elimination of financial assets recognised, in the statement of financial position, in application of the "financial model" introduced by IFRIC 12 (Autostrade Meridionali's takeover right, guaranteed minimum revenue and government grants for motorway maintenance).
Reconciliation of adjusted and reported consolidated amounts
| Reconciliation of adjusted and reported consolidated amounts | ||||
|---|---|---|---|---|
| € M |
H1 2018 | H1 2017 | ||
| Operati ng cash |
Operati ng cash |
|||
| EBITDA | flow | EBITDA | flow | |
| Reported amounts | 1,743 1,263 | 1,736 1,213 | ||
| Increase in revenue for guaranteed minimum revenue | 4 2 |
4 2 |
4 1 |
4 1 |
| Grants for motorway maintenance | 9 | 9 | 9 | 9 |
| Grants for investment in motorway infrastructure | 1 | 1 | - | - |
| Reversal of financial income deriving from discounting of financial assets deriving from concession rights (guaranteed minimums) | - | -20 | - | -22 |
| Reversal of financial income deriving from discounting of financial assets deriving from government grants for motorway maintenance | - | - 3 |
- | - 3 |
| Total adjustments | 5 2 |
2 9 |
5 0 |
2 5 |
| Adjusted amounts | 1,795 1,292 | 1,786 1,238 | ||
| € M |
NET DEBT AS AT 30 JUNE 2018 |
NET DEBT AS AT 31 DECEMBER |
| NET DEBT AS AT 30 JUNE 2018 |
NET DEBT AS AT 31 DECEMBER 2017 |
|
|---|---|---|
| Reported amounts | 10,344 | 9,496 |
| Reversal of financial assets deriving from: | ||
| - takeover rights | 400 | 400 |
| - guaranteed minimum revenue | 575 | 602 |
| - grants for motorway maintenance | 7 3 |
7 9 |
| Total adjustments | 1,048 | 1,081 |
| Adjusted amounts | 11,392 | 10,577 |
Key performance indicators by operating segment
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.
The composition of the Atlantia Group's operating segments as at 30 June 2018 is as follows:
- a) Italian motorways: this includes the Italian motorway operators (Autostrade per l'Italia, Autostrade Meridionali, Tangenziale di Napoli, Società Italiana per Azioni per il Traforo del Monte Bianco, Raccordo Autostradale Valle d'Aosta and Autostrada Tirrenica), whose core business consists of the management, maintenance, construction and widening of the related motorways operated under concession. This operating segment also includes the support activities for the Italian concessions held by the subsidiaries of Autostrade per l'Italia (AD Moving, Giove Clear, Essediesse and Autostrade Tech);
- b) Overseas motorways: this includes the activities of the holders of motorway concessions in Brazil, Chile and Poland, and the companies that provide operational support for these operators and the related foreign-registered holding companies. In addition, this segment includes the Italian holding company, Autostrade dell'Atlantico, which primarily holds investments in South America;
- c) Italian airports: this includes the airports business of Aeroporti di Roma, which holds the concession to operate and expand the airports of Rome Fiumicino and Rome Ciampino, and its subsidiaries;
- d) Overseas airports: this includes the airport operations of the companies controlled by Aéroports de la Côte d'Azur (ACA), which operates (directly or through its subsidiaries) the airports of Nice, Cannes-Mandelieu and Saint-Tropez and the international network of ground handlers, Sky Valet, in addition to Azzurra Aeroporti (the parent of ACA);
- e) Atlantia and other activities: this segment includes:
- 1) the Parent Company, Atlantia, which operates as a holding company for its subsidiaries and associates 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;
- 2) the companies that produce and operate free-flow tolling systems, traffic and transport management systems and electronic payment systems. The most important companies in this segment are Telepass and Electronic Transaction Consultants;
- 3) the companies whose business is the design, construction and maintenance of infrastructure, essentially Spea Engineering and Pavimental;
- 4) Aero I Global & International Sarl, the Luxembourg-registered investment vehicle that holds the 15.49% interest in Getlink.
| ITALIAN MOTORWAYS(4) | OVERSEAS MOTORWAYS | Key performance indicators by operating segment ITALIAN AIRPORTS(2) |
OVERSEAS AIRPORTS(3) |
ATLANTIA AND OTHER ACTIVITIES(4) |
CONSOLIDATION ADJUSTMENTS |
TOTAL ATLANTIA GROUP(1) |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| H 1 2018 |
2017 | H 1 2018 |
2017 | H 1 2018 |
2017 | H 1 2018 |
2017 | H 1 2018 |
2017 | H 1 2018 |
2017 | H 1 2018 |
2017 | |
| REPORTED AMOUNTS | ||||||||||||||
| External revenue | 1,884 | 1,842 | 308 | 316 | 439 | 425 | 143 | 127 | 129 | 122 | - | - | 2,903 | 2,832 |
| Intersegment revenue | 17 | 17 | - | - | - | - | - | - | 181 | 236 | -198 | -253 | - | - |
| Total operating revenue | 1,901 | 1,859 | 308 | 316 | 439 | 425 | 143 | 127 | 310 | 358 | -198 | -253 | 2,903 | 2,832 |
| EBITDA | 1,193 | 1,149 | 205 | 242 | 266 | 257 | 6 1 |
5 1 |
1 8 |
3 7 |
- | - | 1,743 | 1,736 |
| Operating cash flow | 821 | 770 | 192 | 202 | 202 | 196 | 4 4 |
3 8 |
4 | 7 | - | - | 1,263 | 1,213 |
| Capital expenditure | 207 | 243 | 2 7 |
8 7 |
8 6 |
105 | 2 5 |
1 8 |
1 8 |
3 4 |
1 4 |
- 1 |
377 | 486 |
| ADJUSTED AMOUNTS | ||||||||||||||
| Adjusted EBITDA | 1,193 | 1,149 | 257 | 292 | 266 | 257 | 6 1 |
5 1 |
1 8 |
3 7 |
- | - | 1,795 | 1,786 |
| Adjusted operating cash flow |
821 | 770 | 221 | 227 | 202 | 196 | 4 4 |
3 8 |
4 | 7 | - | - | 1,292 | 1,238 |
Key performance indicators by operating segment
(1) Following Autostrade per l'Italia's sale of its interest in Infoblu to Telepass, Infoblu's activities in the first half of 2017 have been reclassified from the "Italian motorways" segment to the "Atlantia and other activities" segment.
(3) The ACA group's figures for the first half of 2017 have been restated with respect to the published amounts, as described in greater detail in the introduction to the section, "Group financial review". (2) Application of the new accounting standard, IFRS 15 - Revenue from Contracts with Customers, from 1 January 2018, has resulted in the different classification of certain types of contract in operating revenue and costs. In particular, operating revenue and costs attributable to the "Italian airports" segment have been reduced by €3m, with EBITDA remaining unchanged.
(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) Application of the new accounting standard, IFRS 15 Revenue from Contracts with Customers, from 1 January 2018, has resulted in the different classification of certain types of contract in operating revenue and costs. In particular, operating revenue and costs attributable to the "Italian airports" segment have been reduced by €3m, with EBITDA remaining unchanged.
- (3) The ACA group's figures for the first half of 2017 have been restated with respect to the published amounts, as described in greater detail in the introduction to the section, "Group financial review".
- (4) Following Autostrade per l'Italia's transfer of its interest in Infoblu to Telepass, Infoblu's activities in the first half of 2017 have been reclassified from the "Italian motorways" segment to the "Atlantia and other activities" segment".
Key performance indicators by operating segment
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Segme ent info ormatio on for G Group compan nies (*)
| €M | OPERATING REVENUE | |||
|---|---|---|---|---|
| H1 2018 |
2017 | INCREASE/(DECREASE) ABSOLUTE % |
||
| Italian motorways | ||||
| Autostrade per l'Italia | 1,740 | 1,709 | 31 | 2% |
| Autostrade Tech | 26 46 |
24 46 |
2 | 8% $\sim$ |
| Autostrade Meridionali Tangenziale di Napoli |
37 | 35 | $\overline{\phantom{a}}$ $\overline{\mathbf{c}}$ |
6% |
| Società Italiana per il Traforo | ||||
| del Monte Bianco | 30 | 29 | $\mathbf 1$ | 3% |
| Autostrada Tirrenica | 17 | 17 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ |
| Essediesse | 13 | 13 | ÷, | ÷, |
| Raccordo Autostradale Valle d'Aosta Giove Clear |
14 7 |
$\mathsf 9$ 6 |
5 $\mathbf 1$ |
56% |
| Ad Moving | 3 | з | $\overline{\phantom{a}}$ | 17% |
| Intersegment adjustments | $-32$ | -32 | $\overline{a}$ | $\overline{\phantom{a}}$ |
| Total Italian motorways | 1,901 | 1,859 | 42 | 2% |
| Overseas motorways Rodovia das Colinas |
59 | 70 | $-11$ | $-16%$ |
| Triangulo do Sol | 53 | 61 | -8 | $-13%$ |
| Rodovia MG050 | 15 | 17 | $-2$ | $-12%$ |
| AB Concessões | 3 | з | ||
| Soluciona Concervacao Rodoviaria | $\overline{a}$ | $\mathbf 2$ | ÷, | |
| Total Brazil | 132 | 153 | $-21$ | $-14%$ |
| Costanera Norte | 69 | 61 | 8 | 13% |
| Gestion Vial Los Lagos |
16 16 |
24 15 |
-8 $\mathbf 1$ |
-33% 7% |
| Autopista Nororiente | 3 | з | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ |
| Grupo Costanera | $\overline{2}$ | $\overline{\mathbf{c}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ |
| Litoral Central | $\overline{a}$ | $\mathbf 2$ | $\sim$ | $\overline{\phantom{a}}$ |
| AMB | $\mathbf{1}$ | $\mathbf 1$ | ٠ | ÷ |
| Nueva Vespucio Sur | 53 | 51 | $\mathbf 2$ | 4% |
| Americo Vespucio Oriente II S.A. | ä, | ÷, | ÷, | ÷, |
| Conexion Vial Ruta 78 - 68 S.A. | ä, | $\sim$ | ||
| Total Chile | 162 | 159 | з | 2% |
| Stalexport Autostrady group | 38 | 36 | $\overline{2}$ | 6% |
| Autostrade dell'Atlantico (**) | ||||
| Total Poland and other | 38 | 36 | $\overline{\mathbf{2}}$ | 6% |
| Intersegment adjustments | $-24$ | -32 | 8 | $-25%$ |
| Total overseas motorways | 308 | 316 | -8 | -3% |
| Italian airports | ||||
| Aeroporti di Roma group | 438 | 424 | 14 | 3% |
| Fiumicino Energia | 2 | З | $-1$ | $-33%$ |
| Leonardo Energia | 10 | 11 | $-1$ | -9% |
| Intersegment adjustments | $-11$ | -13 | $\overline{\mathbf{z}}$ | -15% |
| Total Italian airports | 439 | 425 | 14 | 3% |
| Overseas airports ACA group |
143 | 127 | 16 | 13% |
| Azzurra Aeroporti | $\overline{\phantom{a}}$ | |||
| Intersegment adjustments | ä, | $\tilde{\phantom{a}}$ | $\tilde{\phantom{a}}$ | ÷, |
| Total overseas airports | 143 | 127 | 16 | 13% |
| Atlantia and other activities | ||||
| Pavimental | 124 | 184 | $-60$ | $-33%$ |
| Spea Engineering | 58 | 52 | 6 | 12% |
| EЮ | 29 | 34 | -5 | -15% |
| Pavimental Polska | 4 | 5 | $-1$ | $-20%$ |
| Atlantia | $\overline{a}$ | $\overline{\mathbf{c}}$ | $\sim$ | $\sim$ |
| Telepass | 91 | 83 | 8 | 10% |
| Telepass Pay K Master |
$\mathbf{1}$ 1 |
٠ $\overline{\phantom{a}}$ |
$\mathbf 1$ 1 |
n/s |
| Infoblu | $\overline{a}$ | $\overline{\mathbf{c}}$ | n/s | |
| Intersegment adjustments | $-2$ | -4 | 2 | -50% |
| Total Atlantia and other activities | 310 | 358 | -48 | $-13%$ |
| Consolidation adjustments | $-198$ | $-253$ | 55 | -22% |
| Total Atlantia Group | 2,903 | 2,832 | 71 | 3% |
(*) The alternativ ve performance in ndicators present ted above are def fined in the sectio on, "Alternative p erformance indic cators".
(**) This is a hold ding company tha t holds investmen nts in overseas co ompanies.
| EBITDA (*) | OPERATING INVESTMENTS (*) | |||||||
|---|---|---|---|---|---|---|---|---|
| 2018 | H1 | 2017 | INCREASE/(DECREASE) ABSOLUTE |
% | H1 2018 |
2017 | INCREASE/(DECREASE) ABSOLUTE |
% |
| 1,120 | 1,080 | 40 | 4% | 195 | 229 | -34 | -15% | |
| 2 | 4 | -2 | -50% | 2 | 1 | 1 | n/s | |
| 18 16 |
19 13 |
-1 3 |
-5% 23% |
- 2 |
2 8 |
-2 -6 |
n/s -75% |
|
| 19 | 19 | - | - | 4 | 1 | 3 | n/s | |
| 9 | 9 | - | - | 4 | 2 | 2 | n/s | |
| 1 | 1 | - | - | - | - | - | - | |
| 8 - |
4 - |
4 - |
n/s - |
- - |
- - |
- - |
- - |
|
| - | - | - | - | - | - | - | - | |
| - | - | - | - | - | - | - | - | |
| 1,193 | 1,149 | 44 | 4% | 207 | 243 | -36 | -15% | |
| 36 | 56 | -20 | -36% | 5 | 8 | -3 | -38% | |
| 25 | 46 | -21 | -46% | 1 | 8 | -7 | -88% | |
| 8 | 8 | - | - | 7 | 12 | -5 | -42% | |
| -1 | -1 | - | - | - | - | - | - | |
| - | - | - | - | - | - | - | - | |
| 68 | 109 | -41 | -38% | 13 | 28 | -15 | -54% | |
| 53 | 48 | 5 | 10% | 10 | 33 | -23 | -70% | |
| 3 | 6 | -3 | -50% | 1 | 1 | - | - | |
| 9 | 9 | - | - | - | - | - | - | |
| 1 | 1 | - | - | - | 14 | -14 | n/s | |
| - | - | - | - | - | - | - | - | |
| -1 | -1 | - | - | - | - | - | - | |
| - | - | - | - | - | - | - | - | |
| 45 | 43 | 2 | 5% | - | 7 | -7 | n/s | |
| - | - | - | - | 1 | - | 1 | n/s | |
| - 110 |
- 106 |
- 4 |
- 4% |
1 13 |
- 55 |
1 -42 |
n/s -76% |
|
| 30 | 28 | 2 | 7% | 1 | 4 | -3 | -75% | |
| -3 | -1 | -2 | n/s | - | - | - | - | |
| 27 | 27 | - | - | 1 | 4 | -3 | -75% | |
| - | - | - | - | - | - | - | - | |
| 205 | 242 | -37 | -15% | 27 | 87 | -60 | -69% | |
| 264 | 255 | 9 | 4% | 86 | 105 | -19 | -18% | |
| 1 1 |
2 - |
-1 1 |
-50% n/s |
- - |
- - |
- - |
- - |
|
| - | - | - | - | - | - | - | - | |
| 266 | 257 | 9 | 4% | 86 | 105 | -19 | -18% | |
| 62 | 52 | 10 | 19% | 25 | 18 | 7 | 39% | |
| -1 - |
-1 - |
- - |
- - |
- - |
- - |
- - |
- - |
|
| 61 | 51 | 10 | 20% | 25 | 18 | 7 | 39% | |
| -12 | 8 | -20 | n/s | 4 | 20 | -16 | -80% | |
| 3 4 |
8 5 |
-5 -1 |
-63% -20% |
1 2 |
1 6 |
- -4 |
- -67% |
|
| 1 | 1 | - | - | - | - | - | - | |
| -28 | -31 | 3 | -10% | - | - | - | - | |
| 52 | 47 | 5 | 11% | 11 | 7 | 4 | 57% | |
| -2 | -1 | -1 | n/s | - | - | - | - | |
| - | - | - | - | - | - | - | - | |
| - | - | - | - | - | - | - | - | |
| - | - | - | - | - | - | - | - | |
| 18 | 37 | -19 | -51% | 18 | 34 | -16 | -47% | |
| - | - | - | - | 14 | -1 | 15 | n/s | |
| 1,743 | 1,736 | 7 | - | 377 | 486 | -109 | -22% | |
Italian motorways
The Group's Italian motorway operations generated operating revenue of €1,901 million in the first half of 2018, an increase of €42 million (2%) compared with the same period of 2017.
Net toll revenue of €1,740 million is up €44 million on the first half of 2017. The increase is primarily due to traffic growth (boosting toll revenue by an estimated €16 million, taking into account the positive impact of the traffic mix), and application of annual toll increases from 1 January 2018 (an impact of approximately €25 million). Other operating revenue is down €2 million, primarily in connection with Autostrade Meridionali, which in the first half of 2017 benefitted from income resulting from positive developments in a number of disputes.
EBITDA for the Italian motorways segment in the first half of 2018 amounts to €1,193 million, up €44 million (4%) on the same period of 2017.
Net operating costs are down approximately €2 million, mainly due to a combination of the following:
- a different scheduling of maintenance work on the network, above all at Autostrade per l'Italia, and also in connection with tendering procedures for resurfacing work, partly offset by increases in the variable cost of winter operations (due to intense snowfall in the first quarter of 2018) and other operating costs;
- an increase in concession fees, linked to higher traffic volumes;
- a decrease in staff costs, primarily due to:
- a) a reduction of 71 (-1.0%) in the average headcount, broadly reflecting slower turnover among toll collectors and the transfer of staff from Autostrade per l'Italia's Foreign Department to Atlantia in March 2017, partially offset by the hiring of staff to fill specific roles within certain organisational units and an increase in the workforce at Giove Clear to cope with the greater volume of work;
- b) an increase in capitalised costs and a reduction in the costs linked to changes in the fair value of management incentive plans, partially offset by the cost of contract renewals.
Traffic
The number of kilometres travelled on the Group's Italian network in the first six months of 2018 is up 0.6% on the first half of the previous year. In particular, the number of vehicles with 2 axles is up 0.3%, whilst the figure for those with 3 or more axles is up 2.9%.
The performance for the first half of 2018, compared with the same period of 2017, reflects the negative impact of the heavy snowfall seen between the end of February and early March. After stripping out the resulting effect, like-for-like traffic using Autostrade per l'Italia's network in the first half of 2018 is up 1.4%.
| KM TRAVELLED (IN MILLIONS) ( | 1) | |||
|---|---|---|---|---|
| OPERATOR | VEHICLES WITH 2 AXLES |
VEHICLES WITH 3+ AXLES |
TOTAL VEHICLES |
% CHANGE VERSUS H1 2017 |
| Autostrade per l'Italia | 19,240.9 | 3,321.6 | 22,562.5 | 0.7 |
| Autostrade Meridionali | 822.1 | 18.0 | 840.0 | 0.6 |
| Tangenziale di Napoli | 461.5 | 8.0 | 469.4 | -0.2 |
| Società Autostrada Tirrenica | 116.9 | 12.0 | 128.9 | -2.3 |
| Raccordo Autostradale Valle d'Aosta | 41.3 | 10.2 | 51.5 | -1.9 |
| Società Italiana per il Traforo del Monte Bianco | 3.5 | 1.8 | 5.3 | -0.6 |
| Total Ital i an operators |
20,686.2 | 3,371.6 | 24,057.8 | 0.6 |
(1) The data for June 2018 is provisional. Figures in millions of kilometres travelled, after rounding to the nearest decimal place.
Toll increases
Information on the toll increases applied from 1 January 2018 is provided in the section, "Significant regulatory aspects".
Capital expenditure
| Capital expenditure by Italian motorway operators in the first half of 2018 amounts to €207 million. | |||||
|---|---|---|---|---|---|
| € M |
H1 2018 | H1 2017 | |||
| Autostrade per l'Italia -projects in Agreement of 1997 | 8 2 |
103 | |||
| Autostrade per l'Italia - projects in IV Addendum of 2002 | 4 3 |
3 9 |
|||
| Autostrade per l'Italia: other capital expenditure (including capitalised costs) | 6 3 |
7 8 |
|||
| Other operators (including capitalised costs) | 9 | 1 2 |
|||
| Total investment in infrastructure operated under concession | 197 | 232 | |||
| Investment in other intangible assets | 6 | 6 | |||
| Investment in property, plant and equipment | 4 | 5 | |||
| Total capital expenditure | 207 | 243 |
With regard to the works envisaged in the Agreement of 1997, work continued in the first half of 2018 on widening the A1 between Barberino and Florence North to three lanes, with mechanical boring of the Santa Lucia Tunnel currently under way. Work is also in progress on the third lane of the section between Florence South and Incisa in Lot 1 North. Work is also continuing on completion of the Variante di Valico, which relates solely to off carriageway works and completion of the Florence North-Florence South section.
In terms of the works contained in the IV Addendum of 2002, work on construction of link roads and on mitigation works in the Municipality of Fano, connected with work on the A14 motorway, proceeded in the first half of 2018. Preparations for the start-up of work on the upgrade of the road and motorway system serving Genoa (the so-called Gronda di Genova) are in progress.
Autostrade per l'Italia's other capital expenditure includes approximately €21 million invested in major works, primarily construction of the fourth free-flow lane for the A4 in the Milan area and improvements to feeder roads for the Tuscan stretch of the A1.
Overseas motorways
The overseas motorways segment generated operating revenue of €308 million in the first half of 2018, down €8 million (-3%) on the same period of 2017. This reflects the impact of the substantial fall in the value of the Brazilian real(1) . 2 At constant exchange rates, operating revenue is up €22 million (7%), primarily reflecting toll increases and movements in traffic, albeit the Brazilian performance was impacted by the truck drivers' strike of May 2018 and the federal government's subsequent decision to extend the exemption from tolls for vehicles with raised axles to the State of Sao Paulo, which took effect from 31 May 2018.
EBITDA of €205 million for the first six months of 2018 is down €37 million (-15%) compared with the same period of 2017. On a like-for-like basis(2)3 and at constant exchange rates, EBITDA is up €10 million (4%).
Financial and operational data is provided below for each country.
Breakdown of reported EBITDA for the overseas motorway segment (by geographical area)
Chile
Chilean operators' operating revenue for the first six months of 2018 amounts to €162 million, up €3 million (2%) on the first half of 2017. At constant exchange rates, operating revenue is up €9 million (6%), primarily reflecting traffic growth and toll increases applied from January 2018, partially offset by reduced turnover at the in-house construction company, Gesvial. EBITDA of €110 million is up €4 million compared with the first half of 2017. At constant exchange rates, EBITDA is up €8 million (8%).
(2) An explanation of the term "like-for-like basis", used in describing changes in certain consolidated financial indicators, is provided in the "Explanatory notes" below.
(1) The Brazilian real has fallen by approximately 17%, based on average exchange rates for the period January-June in each of the comparative years.
The Chilean operators invested a total of €13 million in the first six months of 2018, primarily linked to the Santiago Centro Oriente upgrade programme being carried out by Costanera Norte (95% of the project has been completed as at 30 June 2018).
Traffic performance
| OPERATOR | KM TRAVELLED (IN MILLIONS) | |||
|---|---|---|---|---|
| H 1 2018 |
H 1 2017 |
% INCREASE/(DECREASE) |
||
| Grupo Costanera | ||||
| Costanera Norte | 641 | 607 | 5.6% | |
| Nororiente | 4 6 |
4 5 |
4.1% | |
| Vespucio Sur | 474 | 468 | 1.3% | |
| Litoral Central | 7 5 |
7 1 |
5.5% | |
| AMB | 1 4 |
1 3 |
7.5% | |
| Los Lagos (1) |
567 | 527 | 7.5% | |
| Total | 1,818 | 1,731 | 5.0% |
(1) The increase in traffic in terms of journeys is 8.3%.
Brazil
Operating revenue for the first six months of 2018 amounts to €132 million, down €21 million (-14%) compared with the same period of 2017 as a result of the sharp fall in the value of the Brazilian real (3) . 4 At constant exchange rates, operating revenue is up €5 million (3%). The increase in toll revenue in the first half of 2018 benefitted from the toll increases introduced by Triangulo Do Sol and Rodovia das Colinas with effect from July 2017, and by Rodovia MG050 with effect from February 2017, June 2017 and June 2018, partially offset by the truck drivers' strike of May 2018 and the resulting suspension of the tolls for vehicles with raised axles in the State of Sao Paulo, after coming into effect from 31 May 2018. Operators will be compensated for the lost revenue in accordance with their existing concession arrangements. EBITDA of €68 million is down €41 million (-38%) compared with the first six months of 2017. This is partly due to planned resurfacing work on the network operated by Triangulo do Sol and Rodovias das Colinas. On a like-for-like basis(4) and at constant exchange rates, EBITDA is up €2 million (2%). Capital expenditure in the first six months of 2018 amounted to €13 million, primarily in relation to widening work carried out by Rodovia das Colinas and progress in implementing the Rodovia MG050 investment programme, as provided for in the addendum to the TA-07 concession contract.
(3) The Brazilian real has fallen by approximately 17%, based on average exchange rates for the period January-June in each of the comparative years.
(4) The term "like-for-like basis", used to comment on changes in certain economic figures, is defined in the introduction to the section "Group financial review".
Traffic performance
| OPERATOR | KM TRAVELLED (IN MILLIONS) | |||||
|---|---|---|---|---|---|---|
| H 1 2018 |
H 1 2017 |
% INCREASE/(DECREASE) |
||||
| Triangulo do Sol (2) | 689 | 688 | 0.2% | |||
| Rodovias das Colinas (2) | 962 | 971 | -1.0% | |||
| Rodovia MG050 (2) | 403 | 412 | -2.2% | |||
| Total | 2,054 | 2,071 | -0.8% |
(2) The 2018 figures are impacted by the truck drivers' strike which began on 21 May and ended on 30 May 2018.
Poland
The Stalexport Autostrady group's operating revenue for the first half 2018 amounts to €38 million, an increase of €2 million (6%) on the same period of 2017. This reflects traffic growth and toll increases for heavy vehicles applied from March 2017.
EBITDA of €30 million is up €2 million (7%).
The exchange rate has remained broadly stable and has not had a significant impact on the results.
Traffic performance
| OPERATOR | KM TRAVELLED (IN MILLIONS) | ||
|---|---|---|---|
| H 1 2018 |
H 1 2017 |
% INCREASE/(DECREASE) |
|
| Stalexport Autostrada Malopolska | 476 | 453 | 5.2% |
Italian airports
The Italian airports business generated operating revenue of €439 million in the first half of 2018, an increase of €14 million (3%) compared with the same period of the previous year. Aviation revenue of €311 million is up €14 million (5%) primarily due to the positive performance of traffic and the related mix, partially offset by a reduction in airport fees at Fiumicino and Ciampino (on average, 0.4% and 4.4%, respectively, compared with the previous year). Other operating revenue totals €128 million, in line with the first half of 2017. This is the result of the positive performance of non-aviation revenue across all lines of business, partly as a result of the entry into full operation of the retail plaza in Boarding Area E (opened in December 2016), and revenue from the sub-concession of space. This is partially offset by the fact that the first half of 2017 benefitted from the greater amount of provisions released. EBITDA of €266 million is up €9 million (4%) compared with the same period of the previous year.
Traffic
The Roman airport system handled 23.0 million passengers in the first six months of 2018, marking an increase of 3.9% on the same period of the previous year.
The Non-EU segment saw particularly strong growth of 16.4%, whilst the domestic segment was down 1.4%. The EU segment, which accounts for 50% of total traffic, was slightly up, rising 1.0% compared with the first six months of the previous year. The results for the first half of 2018 also reflect the impact of the cancellation of a number of flights due to the extremely bad weather that hit Europe between the end of February and the beginning of March.
Breakdown of traffic using the Roman airport system in H1 2018 (millions of pax and change H1 2018 versus H1 2017)
Capital expenditure
Capital expenditure totalled €86 million in the first half of 2018. At Fiumicino airport, as part of plans to upgrade the Eastern area, which is to be used primarily for domestic and Schengen flights, work continued on the new boarding area A and on a new wing for Terminal 1. Preparations for work to begin on Lot 2 (the extension of T1, a new hub for boarding area D and the restructuring of boarding area C) also continued.
The construction of aircraft aprons (2nd phase) in the western area, the Piazzali 300 ("300 Aprons") project and flood defences for the western area continued. Work on the new transformer substation (HV/MV), and on the new electricity system serving the runways is also ongoing.
| Work on the upgrade of aircraft aprons 400-500 at Ciampino airport is nearing completion. | ||||
|---|---|---|---|---|
| € M |
H1 2018 | H1 2017 | ||
| Work on terminals and piers | 1 5 |
3 6 |
||
| Terminal system for Eastern area | 1 9 |
3 | ||
| Work on runways and aprons | 1 6 |
3 6 |
||
| Work on technical systems and networks | 8 | 9 | ||
| Work on baggage handling sub-systems and airport equipment | 4 | 3 | ||
| Other | 2 4 |
1 8 |
||
| TOTAL | 8 6 |
105 |
Overseas airports
The Group's overseas airports segment generated operating revenue of €143 million in the first half of 2018, up €16 million on the same period of the previous year. Aviation revenue, primarily consisting of fees earned by the airports of Nice, Cannes and Saint-Tropez, in addition to the contribution from the Sky Valet FBO network, amounts to €76 million. This is up €4 million on the same period of the previous year and reflects the significant increase in traffic (up 5.5%) and in general aviation movements (up 5%). Other operating revenue of €67 million is up €12 million compared with the first half of 2017, reflecting the positive performance of non-aviation and parking revenue and the impact of the sale of an area belonging to Nice airport under agreements regarding the exchange of areas in relation to property development schemes.
EBITDA of €61million is up €10 million on the same period of the previous year.
Traffic
Nice airport handled 6.3 million passengers in the first half of 2018, marking an increase of 5.5% compared with the same period of the previous year.
In terms of general aviation, movements were up 5.0% in the first six months of 2018(1) .
Breakdown of traffic using Nice airport in H1 2018 (millions of pax and change H1 2018 versus H1 2017)
(1) The figures refer to the airports of Nice, Cannes and Saint Tropez.
Capital expenditure
The Aéroports de la Côte d'Azur group's capital expenditure amounts to €25 million for the first half of 2018, including €21 million on initiatives designed to expand capacity, primarily regarding improvements to aircraft aprons and the purchase of new land to be developed for real estate purposes and for a fuel depot.
A further €1 million was invested in a tram line providing access to Nice airport and €1 million in airport security.
Other activities
Telepass
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 €91 million in the first half of 2018, marking an increase of €8 million compared with the same period of 2017. This is primarily represented by Telepass fees of €5 million and payments for Premium Option services of €2 million.
The company's EBITDA for the first half of 2018 is €52 million, marking an increase of €5 million on 2017.
As at 30 June 2018, there are 9.8 million Telepass devices in circulation, of which 8.3 million are active (up approximately 319,000 compared with 30 June 2017), whilst the number of Premium Option subscribers totals 2.1 million (up approximately 72,000 compared with 30 June 2017).
A new company named Telepass Pay SpA was established in November 2016. The company, a wholly owned subsidiary of Telepass SpA, has been set up to expand the offering of payment services linked to both urban and inter-city transport. As at 30 June 2018, the company has 239,000 active customers.
The scope of consolidation of the Telepass group has expanded and now includes Urban Next, a company incorporated under Swiss law that develops software and applications relating to urban transport, and K-Master, which operates monitoring and management systems for truck fleets via a computer platform and various dedicated software applications.
Pavimental
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 the first half of 2018 amounts to €124 million, down approximately €60 million on the same period of 2017. This primarily reflects lower production in the motorway maintenance segment following regulatory changes introduced, and lower volumes relating to infrastructure contracts commissioned by Aeroporti di Roma. EBITDA, which reflects a slowdown across various areas of operation, is a negative €12 million (a positive €8 million in the first half of 2017).
Spea Engineering
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 the first half of 2018 amounts to €58 million, marking an increase of €6 million compared with the same period of 2017. This primarily reflects the design of new motorway infrastructure and the progress of overseas contracts, which offset a reduction in project management following the completion of projects and, in the airport sector, due to a reduction in activity.
87% of the company's total revenue during the period was earned on services provided to the Group. EBITDA for the first half of 2018 amounts to €3 million, down €5 million on the same period of 2017.
Electronic Transaction Consultants
Electronic Transaction Consultants (ETC) provides systems integration, hardware and software maintenance, customer services and consultancy in the field of free-flow electronic tolling systems in the United States, including in combination with traditional methods of tolling (cash and cards). ETC generated operating revenue of €29 million in the first half of 2018, down €5 million compared with the same period of 2017. EBITDA of €4 million in the first half of 2018 is down €1 million on the same period of 2017.
Workforce
As at 30 June 2018, the Group employs 15,214 staff on permanent contracts and 1,785 temporary staff, making a total workforce of 16,999, including 13,145 in Italy and 3,854 at overseas companies. This is up 254 on the 16,745 of 31 December 2017.
The decrease in permanent staff at 31 June 2018 compared with the end of 2017 (down 180) primarily reflects events at the following Group companies:
- the Chilean companies (down 101), primarily due to a decrease in the workforce at Gesvial after the Kennedy Tunnel was opened to traffic in October 2017, and the launch of the final stages of the Santiago Centro Oriente expansion programme;
- Electronic Transactions Consultants (down 81) due to changes to the workforce in response to changing volumes of work;
- Italian motorway operators (down 31), primarily due to slower turnover among toll collectors, partly offset by the hiring of staff to fill specific roles within certain organisational units;
- Telepass group (up 22), primarily due to increased recruitment in certain organisational units at Telepass SpA and the inclusion of KMaster within the scope of consolidation;
- the Brazilian companies (up 18), primarily due to continued implementation of the plan to bring routine maintenance in-house.
The number of temporary staff at 30 June 2018 has risen compared with the end of 2017 (up 434), primarily reflecting events at the following Group companies:
- Aeroporti di Roma group (up 280), primarily due to an increase in the size of the workforce at subsidiaries in line with the seasonal nature of passenger traffic, and to the drive to achieve improved levels of service;
- Italian motorway operators (up 112), primarily due to the higher number of seasonal toll collectors required.
The average workforce (including agency staff) in the first half of 2018 is 15,712, substantially in line with the same period of 2017 (15,758 on average).
The average decrease of 46 primarily reflects:
- Italian motorway operators (down 94 on average), primarily due to slower turnover among toll collectors and the transfer of staff from Autostrade per l'Italia's Foreign Department to Atlantia in March 2017, partially offset by the hiring of staff to fill specific roles within certain organisational units;
- the Chilean companies (down 61 on average), primarily due to a decrease in the workforce at Gesvial after the Kennedy Tunnel was opened to traffic, and the launch of the final stages of the Santiago Centro Oriente expansion programme;
-
Electronic Transactions Consultants (down 33 on average) due to changes to the workforce in response to changing volumes of work;
-
the Brazilian companies (up 63 on average), primarily due to continued implementation of the plan to bring routine maintenance in-house;
- Telepass group (up 30 on average), primarily due to the inclusion of KMaster and Urban Next within the scope of consolidation;
- Giove Clear (up 30 on average) due to an increase in the volume of work;
- Atlantia (up 25 on average), primarily due to increased recruitment in certain organisational units and the impact of the transfer of the Foreign Department from Autostrade per l'Italia.
Information on the performance of staff costs is provided in the "Group financial review".
Permanent staff
| CATEGORY | INCREASE/(DECREASE) | |||
|---|---|---|---|---|
| ABSOLUTE | % | |||
| Senior managers | 290 | 291 | -1 | 0 % |
| Middle managers | 1,094 | 1,087 | 7 | 1 % |
| Administrative staff | 6,767 | 6,804 | -37 | -1% |
| Manual workers | 4,084 | 4,182 | -98 | -2% |
| Toll collectors | 2,979 | 3,030 | -51 | -2% |
| Total | 15,214 | 15,394 | -180 | -1% |
Temporary staff
| CATEGORY | 30 June 2018 31 December 2017 |
INCREASE/(DECREASE) | ||||
|---|---|---|---|---|---|---|
| ABSOLUTE | % | |||||
| Senior managers | 290 | 291 | -1 | 0 % |
||
| Middle managers | 1,094 | 1,087 | 7 | 1 % |
||
| Administrative staff | 6,767 | 6,804 | -37 | -1% | ||
| Manual workers | 4,084 | 4,182 | -98 | -2% | ||
| Toll collectors | 2,979 | 3,030 | -51 | -2% | ||
| Total | 15,214 | 15,394 | -180 | -1% | ||
| Temporary staff | ||||||
| CATEGORY | 30 June 2018 | 31 December 2017 | INCREASE/(DECREASE) | |||
| ABSOLUTE | % | |||||
| Senior managers | 2 | 2 | - | n/s | ||
| Middle managers | 2 | 2 | - | n/s | ||
| Administrative staff | 547 | 498 | 4 9 |
10% | ||
| Manual workers | 821 | 540 | 281 | 52% | ||
| Toll collectors | 413 | 309 | 104 | 34% | ||
| Total | 1,785 | 1,351 | 434 | 32% | ||
| Average workforce(*) | ||||||
| CATEGORY | H1 2'18 | H1 2017 | INCREASE/(DECREASE) |
Average workforce(*)
| ABSOLUTE | % | ||
|---|---|---|---|
| 292 | 288 | 4 | 1 % |
| 1,092 | 1,084 | 8 | 1 % |
| 7,021 | 7,016 | 5 | 0 % |
| 4,314 | 4,315 | -1 | 0 % |
| 2,993 | 3,055 | -62 | -2% |
| 15,712 | 15,758 | -46 | 0 % |
(*) Includes agency staff.
Related party transactions
Information on related party transactions is provided in note 10.5, "Related party transactions", in the condensed consolidated interim financial statements.
Significant regulatory aspects
In addition to the information already provided in the Annual Report for the year ended 31 December 2017, this section provides details of updates or new developments relating to significant regulatory events affecting Group companies and occurring through to the date of approval of this Interim Report for the six months ended 30 June 2018.
Italian motorways
Toll increases with effect from 1 January 2018
The Minister of Infrastructure and Transport and Minister of the Economy and Finance issued decrees on 29 December 2017, determining toll increases with effect from 1 January 2018. These are as follows:
- a) Autostrade per l'Italia was to apply an overall toll increase of 1.51%, including 0.49% as the inflationlinked component, 0.64% to provide a return capital expenditure via the "X" tariff component and - 0.04% to provide a return on investment via the "K" tariff component (the shortfall in the increase awarded for 2017 was recouped almost in full for both these components) and 0.43% to recover the reduction in revenue earned in the period from June 2014 to 2017 as a result of the discounted tolls for frequent motorway users, introduced by the Memorandum of Understanding entered into with the Ministry. Regarding the shortfall in the increase with respect to the requested amount, equal to 0.01% (relating to the "X" component), the Grantor, following submission of additional documentation by Autostrade per l'Italia on 12 March 2018, deemed that the request was largely warranted, and therefore to be taken into account when determining the toll increase for 2019. Application of the remaining amounts was suspended, pending an update of the financial plan;
- b) Raccordo Autostradale Valle d'Aosta was to apply a toll increase of 52.69%, compared with the 81.12% requested. The company has challenged this determination before the Regional Administrative Court;
- c) Autostrade Meridionali was to apply a toll increase of 5.98%, compared with the 9.9% requested;
- d) Società Autostrada Tirrenica was to apply a toll increase of 1.33%, compared with the 36.51% requested. The company has challenged this determination before the Regional Administrative Court;
- e) Tangenziale di Napoli was to apply a toll increase of 4.31%, including recovery of amounts not applied in previous years, compared with the 1.93% requested. This application was granted on the basis of the new operating and financial plan attached to the Addendum, signed first on 8 September 2017 and, subsequently, at the Grantor's request, by ature on 22 February 2018. This came into effect with the approval of Ministry of Infrastructure and Transport and Ministry of the Economy and Finance Decree 131 of 16 March 2018, registered at the Court of Auditors on 23 April 2018.
In the case of Traforo del Monte Bianco, which operates under a different regulatory regime, 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 mentioned Committee. From 1 April 2018, the toll for all Euro 3 heavy goods vehicles, of more than 3.5 tonnes, was increased by 5%.
Decision of the European Commission regarding the extension of Autostrade per l'Italia's concession
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.
On 27 April 2018, the European Commission announced that the Commission had given its approval for the "plan for investment in Italian motorways". In view of the implementation of Autostrade per l'Italia's investment plan of approximately €7.9 billion, the approval envisages extension of the concession term by four years (from 31 December 2038 to 31 December 2042), a cap on toll increases and introduction of a takeover right on expiry of the concession. The European Commission's decision was published on its website.
Overseas motorways
Chile
From January 2018, Grupo Costanera's motorway operators applied the following annual toll increases, determined on the basis of their concession arrangements:
- 5.5% for Costanera Norte, Vespucio Sur and Nororiente, reflecting a combination of the increase linked to inflation in 2017 (1.9%) and a further increase of 3.5%;
- 3.4% for AMB, reflecting a combination of the increase linked to inflation in 2017 (1.9%) and a further increase of 1.5%;
- 1.9% for Litoral Central, reflecting the increase linked to inflation in 2017.
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%). On 9 May 2018, Nororiente finalised an addendum with Chile's Ministry of Public Works regarding implementation of a free flow tolling system with compensation, at a pre-set rate, for loss of revenue due to toll evasion and unregistered motorway journeys. Compensation will, at the Ministry's discretion, take the form of a 10-month extension of the concession term and/or a cash payment after the application of overdue interest on the amounts due, discounted at a real interest rate of 5%.
Award of the new AVO II urban motorway concession
Through its Chilean subsidiary, Grupo Costanera, Atlantia has been awarded the concession for the Américo Vespucio Oriente II project, which regards the construction and operation of a section of the orbital motorway in the city of Santiago, consisting of a 5-km long tunnel using a free-flow tolling system. The estimated cost of construction is approximately 380 billion Chilean pesos (€500 million). The concession was awarded in July 2017, while on 5 April 2018 the Supreme Decree awarding the concession, and signed by the President of the Republic of Chile, was published in the Official Gazette, following prior approval by the Chilean Court of Auditors. This date marks the beginning of the concession term, which is linked to the achievement of specific pre-set revenue milestones (discounted at a rate defined in the concession arrangement). The term may not, in any event, exceed 45 years.
Award of the new "Vial Ruta 78-68 Connection" urban motorway concession
Atlantia has been awarded the contract for the Vial Ruta 78-68 Connection project through its Chilean 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, which will be connected with the section operated under concession by Costanera Norte. The estimated cost of the project is approximately €200 million. The concession, with a duration depending on achievement of specific pre-set revenue milestones (discounted at a rate defined in the concession arrangement), may not, in any event, exceed 45 years. The concession term started on 21 April 2018, the date on which the Supreme Decree awarding the concession, and signed by the President of the Republic of Chile, was published in the Official Gazette, following prior approval by the Chilean Court of Auditors.
Brazil
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%).
From 1 July 2018, Triangulo do Sol and Rodovias das Colinas have applied their annual toll increase of 2.9% based on the rate of general price inflation in the period between 1 June 2017 and 31 May 2018, 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 (4.3%). The difference will be adjusted for in accordance with the concession arrangement.
From 1 February 2017, later than the contractual deadline of 13 June 2016(6) , Rodovia MG050 applied an annual toll increase of 9.3% based on the rate of general price inflation in the period between 1 May 2015 and 30 April 2016. The loss of income due to the above delay was adjusted for to compensate the operator, as provided for in the addendum to the TA-07 concession contract.
The tolls applied by the operator, Rodovia MG050, were 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.
The tolls applied by the operator, Rodovia MG050, were raised by 2.8% from 13 June 2018, based on the rate of consumer price inflation in the period between 1 May 2017 and 30 April 2018, as provided for in the concession arrangement.
(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. 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.
From 31 May 2018, the toll exemption for vehicles with raised axles was extended to the State of Sao Paulo. This measure was adopted by the federal government to settle the truck drivers' strike that began on 21 May 2018. The lost income will be adjusted for to compensate the operator.
Italian airports
Tariff proposal for 2018
The process of consulting with airport users 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 fees for 2017(7) .
Overseas airports
On 14 July 2018, a decree was published by the French Minister of Transport who, within the scope of the Minister's powers, has established the criteria for determining the fees payable in return for the airport services provided by Nice-Côte d'Azur and Cannes-Mandelieu airports. Specifically, the decree:
- defines and differentiates the scope of regulated and non-regulated activities (essentially commercial and real estate activities, with the exception of car parks that come under regulated activities);
- establishes a tariff regulation mechanism for activities regulated by a price cap system (plafond tarifaire) linked to inflation, notwithstanding the limit on the allowed return on invested capital.
The decree thus establishes a stable and predictable regulatory framework for the period of the airport concession term, which may be reflected both in annual tariff increases and in the context of annual regulatory agreements lasting five years, which in any event are subject to approval by the Independent Supervisory Authority.
(7) Based on the ratio between the maximum permitted revenue and fee-paying passengers for the twelve months from 1 March.
Other information
As at 30 June 2018, Atlantia SpA holds 7,916,824 treasury shares, representing 0.96% 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 the first half 2018, share grants issued in relation to share-based incentive plans for certain of the Group's managers were converted into a total of 68,341 shares.
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", in the "Condensed consolidated interim financial statements", that may result in charges or potential liabilities with an impact on the consolidated financial statements. On 17 January 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, spinoffs, capital increases involving contributions in kind, acquisitions and disposals.
Events after 30 June 2018
Refinancing of Abertis and Hochtief acquisition completed
On 4 July 2018, Atlantia agreed a new five-year Term Loan worth €1,750 million to refinance the bridge loan obtained in May 2018 to finance the acquisition of investments in Abertis and Hochtief. The new Term Loan is in addition to the similar five-year loan of €1,500 million previously entered into for the same purposes in May 2018 and completes the refinancing of the above acquisition financing. On the same date, Atlantia obtained a five-year Revolving Facility of €1,250 million for general corporate purposes.
Voluntary public tender offer, in cash and/or shares, for the entire issued capital of Abertis Infraestructuras
On 6 July 2018, the European Commission approved the new structure of the acquisition of Abertis in the form of a joint offer with ACS-Hochtief.
The process of obtaining the remaining consents needed before the transaction can complete is in progress.
On 25 July 2018, an extraordinary general meeting of Abertis's shareholders approved the company's delisting from the Barcelona, Madrid, Bilbao and Valencia stock exchanges, subsequently authorised by Spain's market regulator, the Comisión Nacional del Mercado de Valores (the "CNMV") with effect from 31 July 2018.
On the same date, the extraordinary general meeting of Abertis's shareholders also approved cancellation of all the shares held in treasury. Following settlement of the public tender offer and Hochtief's issue of a standing purchase order in preparation for the delisting, the latter holds a 97.75% interest in Abertis.
Sale of 29.9% interest in Cellnex Telecom SA
On 13 March 2018, as part of the preliminary agreement concerning the joint investment in Abertis, Atlantia SpA was granted a call option by Hochtief and ACS on Abertis's investment in Cellnex Telecom SA ("Cellnex").
On 23 March 2018, Atlantia's Board of Directors decided to partially exercise the call option on a 29.9% stake in Cellnex (the "Stake"), designating Edizione Srl as the purchaser of the Stake, 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, and to completion of the competitive procedure designed to search for potential buyers of the Stake. The above process was subject to the terms and conditions described in greater detail in the Information Document relating to transactions of greater significance with related parties, prepared in accordance with art. 5 of CONSOB Regulation 17221/2010 (as amended) and published on 30 March 2018.
On 12 July 2018, following the positive outcome to the public tender offer for Abertis's shares launched by Hochtief, Edizione, via ConnecT SpA, a newly established, wholly-owned subsidiary of Sintonia (a
sub-holding in turn a wholly-owned subsidiary of Edizione), thus completed the purchase of the Stake from Abertis.
On 24 July 2018, Atlantia, ConnecT, Sintonia and Edizione entered into a specific co-investment agreement in accordance with the commitments set out in the above Information Document.
Outlook and risks or uncertainties
Key performance indicators for the Group's Italian and overseas businesses lead us to expect earnings growth in full year 2018.
The Abertis Infraestructuras group will be included in Atlantia's scope of consolidation only once its acquisition has been completed.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of financial position
| €000 | NOTE | 30 June 2018 OF WHICH RELATED PARTY TRANSACTIONS |
31 December 2017 OF WHICH RELATED PARTY | TRANSACTIONS | |
|---|---|---|---|---|---|
| ASSETS | |||||
| NON-CURRENT ASSETS | |||||
| Property, plant and equipment | 7.1 | 284,120 | 302,799 | ||
| Property, plant and equipment | 281,391 | 299,502 | |||
| Property, plant and equipment held under finance leases | 2,643 | 2,789 | |||
| Investment property | 86 | 508 | |||
| Intangible assets | 7.2 | 26,944,789 | 27,424,561 | ||
| Intangible assets deriving from concession rights | 22,005,099 | 22,465,021 | |||
| Goodwill and other intangible assets with indefinite lives | 4,548,797 | 4,548,756 | |||
| Other intangible assets | 390,893 | 410,784 | |||
| Investments | 7.3 | 1,299,745 | 266,974 | ||
| Investments accounted for at fair value | 91,924 | 82,283 | |||
| Investments accounted for using the equity method | 1,207,821 | 184,691 | |||
| Other non-current financial assets | 7.4 | 2,262,894 | 2,316,125 | ||
| Non-current financial assets deriving from concession rights | 955,603 | 963,602 | |||
| Non-current financial assets deriving from government grants | 261,883 | 249,936 | |||
| Non-current term deposits | 320,007 | 315,474 | |||
| Non-current derivative assets | 102,460 | 107,268 | |||
| Other non-current financial assets | 622,941 | 22,109 | 679,845 | 23,557 | |
| Deferred tax assets | 7.5 | 1,213,871 | 1,258,163 | ||
| Other non-current assets | 7.6 | 7,101 | 8,005 | ||
| TOTAL NON-CURRENT ASSETS | 32,012,520 | 31,576,627 | |||
| CURRENT ASSETS | |||||
| Trading assets | 7.7 | 1,945,000 | 1,798,108 | ||
| Inventories | 77,533 | 76,299 | |||
| Contract assets | 19,276 | 18,703 | |||
| Trade receivables | 1,848,191 | 17,376 | 1,703,106 | 34,234 | |
| Cash and cash equivalents | 7.8 | 4,766,970 | 5,624,716 | ||
| Cash | 4,399,950 | 4,840,250 | |||
| Cash equivalents | 367,020 | 784,466 | |||
| Other current inancial assets | 7.4 | 762,085 | 780,207 | ||
| Current financial assets deriving from concession rights | 449,710 | 447,089 | |||
| Current financial assets deriving from government grants | 51,337 | 70,110 | |||
| Current term deposits | 168,738 | 179,222 | |||
| Current derivative assets | 341 | 528 | |||
| Current portion of medium/long-term financial assets | 54,520 | 70,720 | |||
| Other current financial assets | 37,439 | 12,538 | |||
| Current tax assets | 7.9 | 65,484 | 6,743 | 79,482 | 6,743 |
| Other current assets | 7.10 | 223,857 | 187,059 | ||
| Assets held for sale and related to discontinued operations | 7.11 | 10,762 | 11,061 | ||
| TOTAL CURRENT ASSETS | 7,774,158 | 8,480,633 | |||
| TOTAL ASSETS | 39,786,678 | 40,057,260 |
| €000 | NOTE | 30 June 2018 | OF WHICH RELATED PARTY TRANSACTIONS |
31 December 2017 | OF WHICH RELATED PARTY TRANSACTIONS |
|---|---|---|---|---|---|
| EQUITY AND LIABILITIES | |||||
| EQUITY | |||||
| Equity attributable to owners of the parent | 8,772,377 | ||||
| Issued capital | 8,677,908 | 825,784 | |||
| Reserves and retained earnings | 825,784 | 7,410,418 | |||
| Treasury shares | 7,489,477 -168,427 |
-169,489 | |||
| Profit/(Loss) for the period net of interim dividends | 531,074 | 705,664 | |||
| Equity attributable to non-controlling interests | |||||
| Issued capital and reserves | 2,880,966 2,794,224 |
2,990,601 2,788,006 |
|||
| Profit/(Loss) for the period net of interim dividends | 86,742 | 202,595 | |||
| TOTAL EQUITY 7.12 | 11,558,874 | 11,762,978 | |||
| NON-CURRENT LIABILITIES | |||||
| Non-current portion of provisions for construction services required by contract |
7.13 | 2,639,775 | 2,960,647 | ||
| Non-current provisions | 7.14 | 1,566,164 | 1,566,541 | ||
| Non-current provisions for employee benefits | 137,793 | 142,296 | |||
| Non-current provisions for repair and replacement obligations | 1,185,988 | 1,238,794 | |||
| Non-current provisions for refurbishment of airport infrastructure | 196,148 | 137,389 | |||
| Other non-current provisions | 46,235 | 48,062 | |||
| Non-current financial liabilities | 7.15 | 15,463,280 | 15,969,835 | ||
| Bond issues | 10,738,194 | 11,362,089 | |||
| Medium/long-term borrowings | 4,077,591 | 4,011,504 | |||
| Non-current derivative liabilities | 612,189 | 565,575 | |||
| Other non-current financial liabilities | 35,306 | 30,667 | |||
| Deferred tax liabilities | 7.5 | 2,191,016 | 2,253,718 | ||
| Other non-current liabilities | 7.16 | 110,127 | 5,746 | 108,052 | 6,462 |
| TOTAL NON-CURRENT LIABILITIES | 21,970,362 | 22,858,793 | |||
| CURRENT LIABILITIES | |||||
| Trading liabilities | 7.17 | 1,563,726 | 1,583,415 | ||
| Contract liabilities | 2,083 | 1,642 | |||
| Trade payables | 1,561,643 | 1,581,773 | |||
| Current portion of provisions for construction services required by contract |
7.13 | 648,945 | 426,846 | ||
| Current provisions Current provisions for employee benefits |
7.14 | 379,891 25,842 |
379,823 25,658 |
||
| Current provisions for repair and replacement of motorway infrastructure | 192,302 | 217,600 | |||
| Current provisions for refurbishment of airport infrastructure | 98,145 | 72,785 | |||
| Other current provisions | 63,602 | 63,780 | |||
| Current financial liabilities | 7.15 | 2,678,939 | 2,253,836 | ||
| Bank overdrafts repayable on demand | 29,070 | 17,813 | |||
| Short-term borrowings | 334,821 | 430,086 | |||
| Current derivative liabilities | 6,006 | 14,372 | |||
| Current portion of medium/long-term financial liabilities | 2,235,725 | 1,717,935 | |||
| Other current financial liabilities | 73,317 | 73,630 | |||
| Current tax liabilities | 7.9 | 324,538 | 151,500 | ||
| Other current liabilities | 7.18 | 660,961 | 14,746 | 633,803 | 15,554 |
| Liablities related to discontinued operations | 7.11 | 442 | 6,266 | ||
| TOTAL CURRENT LIABILITIES | 6,257,442 | 5,435,489 | |||
| TOTAL LIABILITIES | 28,227,804 | 28,294,282 | |||
| TOTAL EQUITY AND LIABILITIES | 39,786,678 | 40,057,260 |
Consolidated income statement
| OF WHICH RELATED | OF WHICH RELATED | ||||
|---|---|---|---|---|---|
| €000 | NOTE | H1 2018 | PARTY TRANSACTIONS |
H1 2017 | PARTY TRANSACTIONS |
| REVENUE | |||||
| Toll revenue | 8.1 | 2,025,813 | 1,993,576 | ||
| Aviation revenue | 8.2 | 387,328 | 369,524 | ||
| Revenue from construction services | 8.3 | 158,091 | 212,956 | ||
| Other revenue | 8.4 | 490,475 | 42,274 | 468,185 | 41,032 |
| TOTAL REVENUE | 3,061,707 | 3,044,241 | |||
| COSTS | |||||
| Raw and consumable materials | 8.5 | -159,083 | -153,082 | ||
| Service costs | 8.6 | -540,035 | -579,688 | ||
| Gain/(Loss) on sale of elements of property, plant and equipment | 611 | 428 | |||
| Staff costs | 8.7 | -497,142 | -16,207 | -497,662 | -21,334 |
| Other operating costs | 8.8 | -300,241 | -292,364 | ||
| Concession fees | -247,454 | -243,578 | |||
| Lease expense | -10,880 | -11,369 | |||
| Other | -41,907 | -37,417 | |||
| Operating change in provisions | 8.9 | -7,759 | 11,505 | ||
| (Provisions)/Uses of provisions for repair and replacement of motorway infrastructure | 79,452 | 11,793 | |||
| (Provisions)/Uses of provisions for refurbishment of airport infrastructure | -80,027 | 7,898 | |||
| Provisions | -7,184 | -8,186 | |||
| Use of provisions for construction services required by contract | 8.10 | 147,400 | 174,897 | ||
| Amortisation and depreciation | -565,169 | -550,936 | |||
| Depreciation of property, plant and equipment | 7.1 | -34,703 | -31,114 | ||
| Amortisation of intangible assets deriving from concession rights | 7.2 | -493,957 | -489,929 | ||
| Amortisation of other intangible assets | 7.2 | -36,509 | -29,893 | ||
| (Impairment losses)/Reversals of impairment losses | 8.11 | -537 | -7,964 | ||
| TOTAL COSTS | -1,921,955 | -1,894,866 | |||
| OPERATING PROFIT/(LOSS) | 1,139,752 | 1,149,375 | |||
| Financial income | 186,587 | 186,029 | |||
| Financial income accounted for as an increase in financial assets deriving from concession rights and government grants |
37,467 | 36,866 | |||
| Dividends received from investees | 4,189 | 3,569 | |||
| Other financial income | 144,931 | 145,594 | |||
| Financial expenses | -462,949 | -429,024 | |||
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-22,234 | -21,650 | |||
| Other financial expenses | -440,715 | -407,374 | |||
| Foreign exchange gains/(losses) | 13,558 | 11,243 | |||
| FINANCIAL INCOME/(EXPENSES) | 8.12 | -262,804 | -231,752 | ||
| Share of profit/(loss) of investees accounted for using the equity method | 8.13 | -2,392 | -1,679 | ||
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | 874,556 | 915,944 | |||
| Income tax (expense)/benefit | 8.14 | -256,928 | -329,486 | ||
| Current tax expense | -244,341 | -273,599 | |||
| Differences on tax expense for previous years | 8,364 | 1,285 | |||
| Deferred tax income and expense | -20,951 | -57,172 | |||
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | 617,628 | 586,458 | |||
| Profit/(Loss) from discontinued operations | 8.15 | 188 | -881 | ||
| PROFIT FOR THE PERIOD | 617,816 | 585,577 | |||
| of which: | |||||
| Profit attributable to owners of the parent | 531,074 | 520,252 | |||
| Profit attributable to non-controlling interests | 86,742 | 65,325 | |||
| € | H1 2018 | H1 2017 | ||
|---|---|---|---|---|
| Basic earnings per share attributable to owners of the parent | 8.16 | 0.65 | 0.64 | |
| of which: | ||||
| - continuing operations | 0.65 | 0.64 | ||
| - discontinued operations | - | - | ||
| Diluted earnings per share attributable to owners of the parent | 8.16 | 0.65 | 0.64 | |
| of which: | ||||
| - continuing operations | 0.65 | 0.64 | ||
| - discontinued operations | - | - |
Consolidated statement of comprehensive income
| €000 | H1 2018 | H1 2017 | |
|---|---|---|---|
| Profit for the period | (A) | 617,816 | 585,577 |
| Fair value gains/(losses) on cash flow hedges | -60,988 | 110,067 | |
| Tax effect of fair value gains/(losses) on cash flow hedges | 17,648 | -24,328 | |
| Gains/(losses) from translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro |
-157,514 | -209,293 | |
| Gains/(losses) from translation of investments accounted for using the equity method denominated in functional currencies other than the euro |
-877 | -1,281 | |
| Other comprehensive income/(loss) for the period reclassifiable to profit or loss |
(B) | -201,731 | -124,835 |
| Gains/(losses) from actuarial valuations of provisions for employee benefits | -125 | -77 | |
| Tax effect of gains/(losses) from actuarial valuations of provisions for employee benefits | 31 | 32 | |
| Other comprehensive income/(loss) for the period not reclassifiable to profit or loss |
(C) | -94 | -45 |
| Reclassifications of other components of comprehensive income to profit or loss for the period |
(D) | 1,726 | -217 |
| Tax effect of reclassifications of other components of comprehensive income to profit or loss for the period |
(E) | -215 | -4,115 |
| Total other comprehensive income/(loss) for the period | (F=B+C+D+E) | -200,314 | -129,212 |
| Comprehensive income for the period | (A+F) | 417,502 | 456,365 |
| Of which attributable to owners of the parent | 407,213 | 490,275 | |
| Of which attributable to non-controlling interests | 10,289 | -33,910 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| €000 | ISSUED CAPITAL | CASH FLOW HEDGE RESERVE |
NET INVESTMENT HEDGE RESERVE |
CURRENCIES OTHER DIFFERENCES ON DENOMINATED IN TRANSLATION OF CONSOLIDATED THAN THE EURO RESERVE FOR LIABILITIES OF TRANSLATION ASSETS AND 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 |
TEASURY SHARES | PROFIT/(LOSS) FOR INTERIM DIVIDENDS PERIOD NET OF |
TOTAL | NON-CONTROLLING ATTRIBUTABLE TO INTERESTS EQUITY |
ATTRIBUTABLE TO OWNERS OF THE CONTROLLING TOTAL EQUITY AND TO NON- INTERESTS PARENT |
| 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 period | - | 77,529 | - | -106,795 | -708 | -3 | - | 520,252 | 490,275 | -33,910 | 456,365 |
| Owner transactions and other changes | |||||||||||
| Atlantia SpA's final dividend (€0.530 per share) |
- | - | - | - | - | - | - | -433,012 | -433,012 | - | -433,012 |
| Transfer of remaining profit/(loss) for previous year to retained earnings |
- | - | - | - | - | 326,375 | - | -326,375 | - | - | |
| Dividends paid by other Group companies to non-controlling shareholders |
- | - | - | - | - | - | - | - | - | -40,090 | -40,090 |
| Share-based incentive plans | - | - | - | - | - | -3,748 | 11,470 | - | 7,722 | 4 | 7,726 |
| Purchase of treasury shares | - | - | - | - | - | -84,172 | - | -84,172 | - | -84,172 | |
| Returns of capital to non-controlling shareholders and other minor changes |
- | -198 | - | - | -79 | -13 | - | - | -290 | -94,865 | -95,155 |
| Balance as at 30 June 2017 | 825,784 | -121,392 | -36,400 | -305,029 | -5,214 | 6,505,967 | -179,576 | 520,252 | 7,204,392 | 2,530,390 | 9,734,782 |
| 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 |
| Impact of first-time adoption of IFRS 9 from 1 January 2018 | - | - | - | - | - | 28,570 | - | - | 28,570 | 3,086 | 31,656 |
| Balance as at 1 January 2018 | 825,784 | -108,823 | -36,400 | -303,696 | -5,781 | 7,893,688 | -169,489 | 705,664 | 8,800,947 | 2,993,687 | 11,794,634 |
| Comprehensive income for the period | - | -40,468 | - | -82,873 | -487 | -33 | - | 531,074 | 407,213 | 10,289 | 417,502 |
| Owner transactions and other changes | |||||||||||
| Atlantia SpA's final dividend (€0.650 per share) |
- | - | - | - | - | - | - | -531,607 | -531,607 | - | -531,607 |
| Transfer of remaining profit/(loss) for previous year to retained earnings |
- | - | - | - | - | 174,057 | - | -174,057 | - | - | |
| Dividends paid by other Group companies to non-controlling shareholders |
- | - | - | - | - | - | - | - | - | -123,714 | -123,714 |
| Share-based incentive plans | - | - | - | - | - | -130 | 1,062 | - | 932 | - | 932 |
| Reclassifications and other minor changes | - | -85 | - | - | -4 | 512 | - | - | 423 | 704 | 1,127 |
| Balance as at 30 June 2018 | 825,784 | -149,376 | -36,400 | -386,569 | -6,272 | 8,068,094 | -168,427 | 531,074 | 8,677,908 | 2,880,966 | 11,558,874 |
Consolidated statement of cash flows
| €000 | NOTE | H1 2018 | OF WHICH RELATED PARTY TRANSACTIONS |
H1 2017 | OF WHICH RELATED PARTY TRANSACTIONS |
|---|---|---|---|---|---|
| CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES | |||||
| Profit for the period | 617,816 | 585,577 | |||
| Adjusted by: | |||||
| Amortisation and depreciation | 565,169 | 550,936 | |||
| Operating change in provisions, after use of provisions for refurbishment of airport infrastructure | 41,674 | 30,076 | |||
| Financial expenses from discounting of provisions for construction services required by contract and | 8.12 | 22,234 | 21,650 | ||
| other provisions Impairment losses/(Reversal of impairment losses) on financial assets and |
|||||
| investments accounted for at fair value | 33 | 4,014 | |||
| Dividends received and share of (profit)/loss of investees accounted for using the equity method |
8.13 | 32,104 | 10,074 | ||
| Impairment losses/(Reversal of impairment losses) and adjustments of current and non-current assets | 488 | 8,255 | |||
| (Gains)/Losses on sale of non-current assets | -617 | -452 | |||
| Net change in deferred tax (assets)/liabilities through profit or loss | 20,169 | 57,172 | |||
| Other non-cash costs (income) | -35,999 | -54,872 | |||
| Change in working capital and other changes | -8,392 | 18,142 | 1,233 | 23,227 | |
| Net cash generated from/(used in) operating activities [a] | 9.1 | 1,254,679 | 1,213,663 | ||
| CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | |||||
| Investment in assets held under concession | 7.2 | -338,330 | -427,789 | ||
| Purchases of property, plant and equipment | 7.1 | -19,636 | -36,049 | ||
| Purchases of other intangible assets | 7.2 | -19,483 | -21,541 | ||
| Government grants related to assets held under concession | 229 | 252 | |||
| Increase in financial assets deriving from concession rights (related to capital expenditure) | 10,691 | 32,713 | |||
| Purchases of investments | -9,843 | -3,996 | |||
| Acquisitions of additional interests and/or investment in | -1,056,124 | -2,208 | |||
| consolidated companies, net of cash acquired Proceeds from sales of property, plant and equipment, intangible assets and |
1,320 | 741 | |||
| unconsolidated investments Net change in other non-current assets |
801 | 11,927 | |||
| Net change in current and non-current financial assets | -28,543 | -118,262 | |||
| Net cash generated from/(used in) investing activities [b] | 9.1 | -1,458,918 | -564,212 | ||
| CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES | |||||
| Purchase of treasury shares | 7.12 | - | -84,172 | ||
| Dividends paid | 7.12 | -654,430 | -454,725 | ||
| Return of capital to non-controlling shareholders | 7.12 | - | -95,223 | ||
| Proceeds from exercise of rights under share-based incentive plans | 935 | 7,945 | |||
| Issuance of bonds | 7.15 | 93,116 | 1,325,325 | ||
| Increase in medium/long-term borrowings (excluding finance lease liabilities) |
201,046 | 227,232 | |||
| Increase in finance lease liabilities | 179 | - | |||
| Redemption of bonds | 7.15 | -37,291 | -387,654 | ||
| Repayments of medium/long-term borrowings (excluding finance lease liabilities) |
-109,853 | -86,548 | |||
| Payment of finance lease liabilities | -209 | -2,418 | |||
| Net change in other current and non-current financial liabilities | -135,154 | -1,530,729 | |||
| Net cash generated from/(used in) financing activities [c] | 9.1 | -641,661 | -1,080,967 | ||
| Net effect of foreign exchange rate movements on net cash and cash equivalents [d] | -23,156 | -11,858 | |||
| Increase/(Decrease) in cash and cash equivalents [a+b+c+d] | 9.1 | -869,056 | -443,374 | ||
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 5,613,425 | 3,386,258 | |||
| NET CASH AND CASH EQUIVALENTS AT END OF PERIOD | 4,744,369 | 2,942,884 |
| 3. Condensed consolidated interim financial statements | |||
|---|---|---|---|
| Additiona l informa tion on the s ta tement of ca s h flow |
s | ||
| €000 | NOTE | H1 2018 | H1 2017 |
| Income taxes paid | 39,109 | 175,985 | |
| Interest and other financial income collected | 45,112 | 36,663 | |
| Interest and other financial expenses paid | 432,905 | 399,155 | |
| Dividends received | 7.3 | 33,901 | 11,964 |
| Foreign exchange gains collected | 187 | 212 | |
| Foreign exchange losses incurred | 94 | 279 | |
| Reconcilia tion of net ca s h a nd ca s h equiva lents |
|||
| €000 | NOTE | H1 2018 | H1 2017 |
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 5,613,425 | 3,386,258 |
| €000 | NOTE | H1 2018 | H1 2017 |
|---|---|---|---|
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 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 |
| NET CASH AND CASH EQUIVALENTS AT END OF PERIOD | 4,744,369 | 2,942,884 | |
| Cash and cash equivalents | 7.8 | 4,766,970 | 2,975,269 |
| Bank overdrafts repayable on demand | 7.15 | -29,070 | -39,671 |
| Cash and cash equivalents related to discontinued operations | 7.11 | 6,469 | 7,286 |
Notes
1. INTRODUCTION
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 overseas. Further information on the Group's concession arrangements is provided in note 4, "Concessions".
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 Nibby, 20 and the Company does not have branch offices. The duration of the Company is until 31 December 2050.
At the date of preparation of these condensed consolidated interim financial statements, Sintonia SpA (hereinafter also the "significant shareholder") is the shareholder that holds a relative majority of the issued capital of Atlantia SpA. Neither Sintonia SpA nor its direct parent, Edizione Srl, is responsible for management and coordination of Atlantia SpA.
The condensed consolidated interim financial statements as at and for the six months ended 30 June 2018 were approved by the Company's Board of Directors at its meeting of 4 August 2018.
2. BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated interim financial statements as at and for the six months ended 30 June 2018 have been prepared pursuant to articles 2 and 3 of Legislative Decree 38/2005 and article 154-ter "Financial Reports" of the Consolidated Finance Act, as amended, on the assumption that the Parent Company and its consolidated subsidiaries are going concerns.
The condensed consolidated interim financial statements have been prepared in compliance with the International Financial Reporting Standards (IFRS), above all with regard to IAS 34 "Interim Financial Reporting" (relating to the content of interim reports), issued by the International Accounting Standards Board and endorsed by the European Commission, and as in force at the end of the period. 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 at the end of the period. For the sake of simplicity, all the above standards and interpretations are hereinafter referred to as "IFRS".
Moreover, the measures introduced by the CONSOB (Commissione Nazionale per le Società e la Borsa) 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 condensed consolidated interim financial statements consist of the consolidated accounts (the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows) and these notes. The Group has applied IAS 1 "Presentation of financial statements" and, in general, the historic cost convention, with the exception of those items that are required by IFRS to be recognised at fair value, as explained in the notes to the relevant items in the consolidated financial statements as at and for the year ended 31 December 2017, to which reference should be made. Compared with the consolidated annual report, the consolidated interim financial statements have been prepared in condensed form, as permitted by IAS 34. For a more complete description, these condensed consolidated interim
financial statements should, therefore, be read in conjunction with the consolidated financial statements as at and for the year ended 31 December 2017. Given their importance, it should also be noted that, from 1 January 2018, the following accounting standards have become effective: "IFRS 9 – Financial Instruments" and "IFRS 15 – Revenue from Contracts with Customers". In adopting "IFRS 9 – Financial Instruments", the Group elected to recognise the impact of retrospective restatement of amounts in equity as at 1 January 2018, without restating the comparative prior-year amounts. In adopting "IFRS 15 – Revenue from Contracts with Customers", the Group opted for retrospective application, reclassifying
components of "Revenue" for the first half of 2017.
Further information on the impact of the adoption of these standards is provided below 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. The statement of cash flows has been prepared in application of the indirect method.
In terms of the consolidated financial statements, no changes have been made to the structure of the financial statements with respect to the information previously published in the condensed consolidated interim financial statements as at and for the six months ended 30 June 2017 and the consolidated financial statements as at and for the year ended 31 December 2017, the names of certain line items in the statements have been modified:
- a) the item "Investments accounted for at cost or fair value" has been renamed "Investments accounted for at fair value";
- b) the item "Contract work in progress" has been renamed "Contract assets";
- c) the item "Liabilities deriving from contract work in progress" has been renamed "Contract liabilities".
In addition, the balance of "Contract revenue" has been reclassified to "Other revenue".
IFRS have been applied in accordance with the indications provided in the "Conceptual Framework for Financial Reporting", and no events have occurred that would require exemptions pursuant to paragraph 19 of IAS 1.
CONSOB Resolution 15519 of 27 July 2006 requires that, in addition to the specific requirements of IAS 1 and other IFRS, financial statements must, where material, include separate sub-items providing (i) disclosure of amounts deriving from related party transactions; and, with regard to the income statement, (ii) separate disclosure of income and expenses deriving from events and transactions that are non-recurring in nature, or transactions or events that do not occur on a frequent basis in the normal course of business.
No non-recurring, atypical or unusual transactions, having a material impact on the Group's consolidated income statement, were entered into during the first half of 2018, either with third or related parties. As a result, the consolidated financial statements therefore only show material amounts relating to related party transactions.
It should be noted, however, that following conclusion of the joint investment agreement with ACS and Hochtief in the first half of 2018, Atlantia withdrew its voluntary public tender offer, in cash and/or shares, for the entire issued capital of Abertis Infraestructuras, launched in 2017. The impact of the above transaction on the Group's results of operations and financial position are described in note 6.2 below.
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 condensed consolidated interim 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 the consolidated income statement for the first half of 2017 presents a number of differences compared with the information published in the condensed
consolidated interim financial statements as at and for the six months ended 30 June 2017. These differences reflect:
- a) first-time adoption of the new IFRS 15, as described in greater detail in note 3 below;
- b) the impact of completion, at the end of 2017, of identification and fair value measurement of the assets acquired and liabilities assumed as a result of the acquisition (at the end of 2016) of Aéroports de la Côte d'Azur (ACA), as described in greater detail in note 6.1 in the consolidated financial statements as at and for the year ended 31 December 2017, reflected retrospectively from the acquisition date, with the resulting restatement and adjustment of the assets and liabilities previously included, on a provisional basis, in the condensed consolidated interim financial statements as at and for the six months ended 30 June 2017;
- c) the different classification of dividends received from investees accounted for using the equity method, now recognised in the "Share of profit/(loss) of investees accounted for using the equity method" as opposed to their previous classification in "Financial income".
The following table shows the impact of the above changes on the income statement for the first half of 2017:
| €000 | H1 2017 | Restatement IFRS 15 |
Restatement PPA ACA |
Restatement reclassification of dividends from investees accounted for using equity method |
H1 2017 restated |
|---|---|---|---|---|---|
| REVENUE | |||||
| Toll revenue | 1,993,576 | 1,993,576 | |||
| Aviation revenue | 373,169 | -3,645 | 369,524 | ||
| Revenue from construction services | 212,956 | 212,956 | |||
| Contract revenue | 16,078 | -16,078 | - | ||
| Other revenue | 452,107 | 16,078 | 468,185 | ||
| TOTAL REVENUE | 3,047,886 | -3,645 | - | 3,044,241 | |
| COSTS | |||||
| Raw and consumable materials | -153,082 | -153,082 | |||
| Service costs | -583,333 | 3,645 | -579,688 | ||
| Gain/(Loss) on sale of elements of property, plant and equipment | 428 | 428 | |||
| Staff costs | -497,662 | -497,662 | |||
| Other operating costs | -292,364 | -292,364 | |||
| Operating change in provisions | 11,505 | 11,505 | |||
| Use of provisions for construction services required by contract | 174,897 | 174,897 | |||
| Amortisation and depreciation | -554,525 | 3,589 | -550,936 | ||
| (Impairment losses)/Reversals of impairment losses | -7,964 | -7,964 | |||
| TOTAL COSTS | -1,902,100 | 3,645 | 3,589 | -1,894,866 | |
| OPERATING PROFIT/(LOSS) | 1,145,786 | - | 3,589 | - | 1,149,375 |
| Financial income | 194,424 | -8,395 | 186,029 | ||
| Financial expenses | -429,024 | -429,024 | |||
| Foreign exchange gains/(losses) | 11,243 | 11,243 | |||
| FINANCIAL INCOME/(EXPENSES) | -223,357 | - | - | -8,395 | -231,752 |
| Share of profit/(loss) of investees accounted for using the equity method | -10,074 | 8,395 | -1,679 | ||
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | 912,355 | - | 3,589 | - | 915,944 |
| Income tax (expense)/benefit | -329,929 | 443 | -329,486 | ||
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | 582,426 | - | 4,032 | - | 586,458 |
| Profit/(Loss) from discontinued operations | -881 | -881 | |||
| PROFIT FOR THE PERIOD | 581,545 | - | 4,032 | - | 585,577 |
| of which: | |||||
| Profit attributable to owners of the parent | 518,179 | 2,073 | 520,252 | ||
| Profit attributable to non-controlling interests | 63,366 | 1,959 | 65,325 |
Compared with the information provided in the consolidated financial statements as at and for the year ended 31 December 2017, the consolidated statement of financial position reflects the different classification of certain airport refurbishment work carried out by ACA, deemed to improve the related financial statement presentation. This has resulted in the reclassification of €27 million from "Provisions for repair and replacement" to "Provisions for the refurbishment of airport infrastructure". This has
resulted in increases in "Net cash from operating activities" and in "Net cash from investing activities" in the consolidated statement of cash flows for the first half of 2017. This reflects the use of €8 million of ACA's provisions for airport refurbishment during the period.
3. ACCOUNTING STANDARDS AND POLICIES APPLIED
The accounting standards and policies applied in preparation of the condensed consolidated interim financial statements as at and for the six months ended 30 June 2018 are consistent with those applied in preparation of the consolidated financial statements as at and for the year ended 31 December 2017, with the exception of the changes introduced as a result of adoption, with effect from 1 January 2018, of the new accounting standards, IFRS 9 – Financial Instruments and IFRS 15 – Revenue from Contracts with Customers.
The notes to the consolidated financial statements as at and for the year ended 31 December 2017, to which reference should be made, provide both a detailed description of the accounting standards and policies applied, and the most significant aspects of the new accounting standards, IFRS 9 and IFRS 15, in effect from 1 January 2018.
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 especially 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 consolidated financial statements.
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.
As required by IAS 36, in preparing the condensed consolidated interim financial statements the only assets tested for impairment are those for which there are internal and external indications of a reduction in value, requiring immediate recognition of the relevant losses. 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.
With regard to the potential impact of introduction of IFRS 16, effective from 1 January 2019, 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 potential impact of future application of all the newly issued standards due to come into effect on 1 January 2018, as well as of revisions and amendments to existing standards, is currently being evaluated by the Group. The impact of their future application cannot currently be reasonably estimated.
With regard to IFRS 9 and IFRS 15, which as indicated have been adopted from 1 January 2018, the principal changes introduced by these standards and differences with respect to the policies previously applied are described below.
IFRS 9 – Financial Instruments
IFRS 9, which has replaced IAS 39, has introduced a new approach to accounting for and measuring 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.
Classification and measurement
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:
- a) the asset is held in conjunction with a business model whose objective is to hold assets in order to collect contractual cash flows; and
- b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
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. In addition, the amendment approved on 12 October 2017 specifies that:
- a) in the event of non-substantial modifications to the terms of a financial instrument, the difference between the present value of the modified cash flows (determined using the instrument's effective interest rate at the date of modification) and the carrying amount of the instruments is accounted for in profit or loss;
- b) a debt instrument with a prepayment option may comply with the definition of contractual cash flows alone required by IFRS 9 and, as a result, be accounted for at amortised cost or at fair value through other comprehensive income, even when the contract provides for negative compensation for the lender.
The requirements of IAS 39 that have been changed are primarily:
- a) the reporting of changes in fair value in connection with the credit risk of certain liabilities, which IFRS 9 requires to be recognised in comprehensive income rather than in profit or loss as movements in fair value as a result of other risks;
- b) the elimination of the option to measure, at amortised cost, financial liabilities consisting of derivative financial instruments entailing the delivery of unlisted equity instruments. The consequence of the change is that all derivative financial instruments must now be recognised at fair value.
Impairment
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.
Hedge accounting
The most important changes introduced by IFRS 9 regard:
- a) the extended scope of the risks eligible for hedge accounting, to include those to which non-financial assets and liabilities are exposed, also permitting the designation of groups and net positions as hedged items, also including any derivatives;
- b) the option of designating a financial instrument at fair value through profit or loss as a hedging instrument;
- c) the alternative method of accounting for forwards and options, when included in a hedge accounting relationship;
- d) changes to the method of conducting hedge effectiveness tests, following introduction of the principle of the "economic relationship" between the hedged item and the hedging instrument; in addition, retrospective hedge effectiveness testing is no longer required;
- e) the possibility of "rebalancing" an existing hedge where the risk management objectives continue to be valid.
Impact of the adoption of IFRS 9 on the Atlantia Group's consolidated financial statements
As permitted by IFRS 9, the Atlantia Group has restated the assets and liabilities accounted for as at 31 December 2017, recognising the impact of adoption of the new standard as an adjustment to equity as at 1 January 2018.
In terms of the Atlantia Group's assets and liabilities as at 31 December 2017, as reported in the statement of financial position included in the consolidated financial statements as at that date, the only effect of note resulting from adoption of IFRS 9 regards the non-substantial modifications of financial liabilities carried out by Autostrade per l'Italia and Aeroporti di Roma in 2017 (as described in note 7.15 to the consolidated financial statements as at and for the year ended 31 December 2017). Under the new standard, these modifications have resulted in recognition 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.
As a result and as shown in the following consolidated statement of financial position as at 1 January 2018, non-current financial liabilities have been reduced by €42 million, recognising the related deferred tax liabilities of €10 million. This has, therefore, resulted in an increase in consolidated equity of €32 million, including €29 million attributable to owners of the parent.
IFRS 15 – Revenue from Contracts with Customers
IFRS 15 has replaced the previous IAS 18 and IAS 11 and the related interpretations, IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31.
The new standard 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 standard provides an overall framework for identifying the timing and amount of revenue to be recognised in the financial statements.
Under IFRS 15, the entity must analyse the contract and the related accounting effects using the following steps:
- (a) identification of the contract;
- (b) identification of the performance obligations in the contract;
-
(c) determination of the transaction price;
-
(d) allocation of the transaction price to each identified performance obligation;
- (e) recognition of revenue when the performance obligation is satisfied.
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, 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.
Impact of the adoption of IFRS 15 on the Atlantia Group's consolidated financial statements
Following the assessment conducted, the adoption of IFRS 15 is not expected to have any impact on the Group, with the exception of the following:
- a) the reclassification of certain amounts paid by Aeroporti di Roma to airline customers as an incentive to boost air traffic and which, under the new standard, have been classified as a reduction in the revenue received by this subsidiary, rather than being recognised as a cost of services provided by the airlines, as was previously the case;
- b) renaming of the items "Contract work in progress" and "Liabilities deriving from contract work in progress" as "Contract assets" and "Contract liabilities".
In addition, in order to improve presentation, the item "Contract revenue" has been reclassified to "Other revenue".
With regard to point a), the income statement for the first half of 2017, presented for comparative purposes, has been restated without having any impact on profit for the period or on consolidated equity, as shown in the table included in note 2.
The following table shows the impact of the restatement of assets and liabilities as at 31 December 2017, recognising the impact of first-time adoption of IFRS 9 as an adjustment to equity as at 1 January 2018.
Consolidated statement of financial position
| €000 | 31 December 2017 | Impact of adoption of IFRS 9 |
1 January 2018 |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 302,799 | 302,799 | |
| Intangible assets | 27,424,561 | 27,424,561 | |
| Investments | 266,974 | 266,974 | |
| Non-current financial assets | 2,316,125 | 2,316,125 | |
| Deferred tax assets | 1,258,163 | 1,258,163 | |
| Other non-current assets | 8,005 | 8,005 | |
| TOTAL NON-CURRENT ASSETS | 31,576,627 | - | 31,576,627 |
| CURRENT ASSETS | |||
| Trading assets | 1,798,108 | 1,798,108 | |
| Cash and cash equivalents | 5,624,716 | 5,624,716 | |
| Current financial assets | 780,207 | 780,207 | |
| Current tax assets | 79,482 | 79,482 | |
| Other current assets | 187,059 | 187,059 | |
| Assets held for sale and related to discontinued operations | 11,061 | 11,061 | |
| TOTAL CURRENT ASSETS | 8,480,633 | - | 8,480,633 |
| TOTAL ASSETS | 40,057,260 | - | 40,057,260 |
| Equity attributable to owners of the parent Equity attributable to non-controlling interests TOTAL EQUITY |
8,772,377 2,990,601 11,762,978 |
28,570 3,086 31,656 |
8,800,947 2,993,687 11,794,634 |
| NON-CURRENT LIABILITIES | |||
| Non-current portion of provisions for construction services required by contract | 2,960,647 | 2,960,647 | |
| Non-current provisions | 1,566,541 | - | 1,566,541 |
| Non-current financial liabilities | 15,969,835 | -41,652 | 15,928,183 |
| Deferred tax liabilities | 2,253,718 | 9,996 | 2,263,714 |
| Other non-current liabilities | 108,052 | 108,052 | |
| TOTAL NON-CURRENT LIABILITIES | 22,858,793 | -31,656 | 22,827,137 |
| CURRENT LIABILITIES | |||
| Trading liabilities | 1,583,415 | 1,583,415 | |
| Current portion of provisions for construction services required by contract | 426,846 | 426,846 | |
| Current provisions | 379,823 | 379,823 | |
| Current financial liabilities | 2,253,836 | 2,253,836 | |
| Current tax liabilities | 151,500 | 151,500 | |
| Other current liabilities | 633,803 | 633,803 | |
| Liabilities related to discontinued operations | 6,266 | 6,266 | |
| TOTAL CURRENT LIABILITIES | 5,435,489 | 5,435,489 | |
| TOTAL LIABILITIES | 28,294,282 | -31,656 | 28,262,626 |
| TOTAL EQUITY AND LIABILITIES | 40,057,260 | - | 40,057,260 |
In addition, the following table provides an overview of financial assets and liabilities as at 31 December 2017, showing the measurement criteria applied under the previous IAS 39 and under the new IFRS 9.
Consolidated statement of financial position
| IAS 39 | IFRS 9 | |||||
|---|---|---|---|---|---|---|
| €000 | Portfolio | Measurement criteria |
Balance as at 31 December 2017 |
Portfolio | Measurement criteria | Balance as at 1 January 2018 |
| NON-CURRENT FINANCIAL ASSETS | ||||||
| Investments | ||||||
| Investments accounted for at fair value | AFS | FV TO OCI | 82,283 | HFT | FV TO OCI | 82,283 |
| Non-current financial assets | ||||||
| Non-current financial assets deriving from concession rights | HTM | AMORTISED COST | 963,602 | HTC | AMORTISED COST | 963,602 |
| Non-current financial assets deriving from government grants | L&R | AMORTISED COST | 249,936 | HTC | AMORTISED COST | 249,936 |
| Non-current term deposits | L&R | AMORTISED COST | 315,474 | HTC | AMORTISED COST | 315,474 |
| Non-current derivative assets - HA portion | HEDGE ACCOUNTING |
CASH FLOW HEDGE FAIR VALUE HEDGE |
55,471 | HEDGE ACCOUNTING |
CASH FLOW HEDGE FAIR VALUE HEDGE |
55,471 |
| Non-current derivative assets - non-HA portion | FVTPL | FVTPL | 51,797 | FVTPL | FVTPL | 51,797 |
| Other non-current financial assets | L&R | AMORTISED COST | 679,845 | HTC | AMORTISED COST | 679,845 |
| CURRENT FINANCIAL ASSETS Trading assets Trade receivables |
L&R | AMORTISED COST | 1,703,106 | HTC | AMORTISED COST | 1,703,106 |
| Cash and cash equivalents | ||||||
| Cash | L&R | AMORTISED COST | 4,840,250 | HTC | AMORTISED COST | 4,840,250 |
| Cash equivalents | L&R | AMORTISED COST | 784,466 | HTC | AMORTISED COST | 784,466 |
| Current financial assets | ||||||
| Current financial assets deriving from concession rights | HTM | AMORTISED COST | 447,089 | HTC | AMORTISED COST | 447,089 |
| Current financial assets deriving from government grants | L&R | AMORTISED COST | 70,110 | HTC | AMORTISED COST | 70,110 |
| Current term deposits | L&R | AMORTISED COST | 179,222 | HTC | AMORTISED COST | 179,222 |
| Current derivative assets - HA portion | HEDGE ACCOUNTING |
CASH FLOW HEDGE FAIR VALUE HEDGE |
- | HEDGE ACCOUNTING |
CASH FLOW HEDGE FAIR VALUE HEDGE |
- |
| Current derivative assets - non-HA portion | FVTPL | FVTPL | 528 | FVTPL | FVTPL | 528 |
| Current portion of other medium/long-term financial assets | L&R | AMORTISED COST | 70,720 | HTC | AMORTISED COST | 70,720 |
Other current financial assets L&R AMORTISED COST 12,538 HTC AMORTISED COST 12,538
| 3. Condensed consolidated interim financial statements | ||||
|---|---|---|---|---|
| Cons olida te d s ta te me |
nt of fina ncia |
l pos ition |
||
| IAS 39 | IFRS 9 | |||
| €000 | Measurement criteria |
Balance as at 31 December 2017 |
Measurement criteria | Balance as at 1 January 2018 |
| LIABILITIES Non-current financial liabilities |
||||
| Bond issues | AMORTISED COST | 10,976,377 | AMORTISED COST | 10,968,313 |
| Bond issues | FVTPL | 385,712 | FVTPL | 385,712 |
| Medium/long-term borrowings | AMORTISED COST | 4,011,504 | AMORTISED COST | 3,977,916 |
| Non-current derivative liabilities | CASH FLOW HEDGE | 390,465 | CASH FLOW HEDGE | 390,465 |
| Non-current derivative liabilities | FAIR VALUE HEDGE FVTPL |
175,110 | FAIR VALUE HEDGE FVTPL |
175,110 |
| Other non-current financial liabilities | AMORTISED COST | 30,667 | AMORTISED COST | 30,667 |
| Trading liabilities | ||||
| Trade payables | AMORTISED COST | 1,581,773 | AMORTISED COST | 1,581,773 |
| Current financial liabilities | ||||
| Bank overdrafts repayable on demand | AMORTISED COST | 17,813 | AMORTISED COST | 17,813 |
| Short-term borrowings | AMORTISED COST | 430,086 | AMORTISED COST | 430,086 |
| CASH FLOW HEDGE | CASH FLOW HEDGE | |||
| Current derivative liabilities | FAIR VALUE HEDGE | - | FAIR VALUE HEDGE | - |
| Current derivative liabilities | FVTPL | 14,372 | FVTPL | 14,372 |
| Current portion of medium/long-term borrowings | AMORTISED COST | 1,717,935 | AMORTISED COST | 1,717,935 |
Other current financial liabilities AMORTISED COST 73,630 AMORTISED COST 73,630
4. CONCESSIONS
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 and airport infrastructure in Italy and overseas.
The main developments during the first half of 2018, in relation to the concessions held by Group companies, are described below. Further essential information on the concessions held by the Group is provided in note 4 to the consolidated financial statements as at and for the year ended 31 December 2017.
Further details of events of a regulatory nature, linked to the Group's concession arrangements, during the first half of 2018 are provided in note 10.7 "Significant legal and regulatory aspects".
Italian motorways
The only changes to the motorway concessions held by the Group's Italian companies in the first half of 2018 are as follows:
the II Addendum to Autostrade per l'Italia's Single Concession Arrangement, signed on 22 February a) 2018, is effective following its approval by the Ministry of Infrastructure and Transport and the
- Ministry of the Economy and Finance in Decree 128 of 16 March 2018, registered by Italy's Court of Auditors on 31 May 2018;
- the Addendum to Tangenziale di Napoli's Single Concession Arrangement, regarding the five-yearly b) review (2014–2018) of the financial plan annexed to the Arrangement, is effective following its approval by the Ministry of Infrastructure and Transport and the Ministry of the Economy and Finance in Decree 131 of 16 March 2018, registered by Italy's Court of Auditors on 23 April 2018;
- on 15 June 2018, Autostrade per l'Italia submitted its proposed five-yearly review of its financial plan c) to the Grantor, to be formalised via an addendum to the existing concession arrangement;
- on 27 April 2018, the European Commission announced that the Commission had given its approval d) for the "plan for investment in Italian motorways", under which, in return for Autostrade per l'Italia's implementation of an investment programme amounting to approximately €7.9 billion, the concession terms is to be extended by four years (from 31 December 2038 to 31 December 2042), toll increases are to be capped and a takeover right is to be introduced on expiry of the concession. The European Commission's decision has been published on the Commission's website.
Overseas motorways
In relation to the motorway concessions held by the Group's overseas subsidiaries, from 31 May 2018, the toll exemption for vehicles with raised axles was extended to the State of Sao Paulo (Triangulo do Sol, Rodovias das Colinas and Rodovias do Tiete). Operators will be compensated for the lost revenue in accordance with their existing concession arrangements, under a mechanism yet to be finalised.
On 9 May 2018, Nororiente finalised an addendum with Chile's Ministry of Public Works regarding implementation of a free flow tolling system. Compensation will, at the Ministry's discretion, take the form of a 10-month extension of the concession term and/or a cash payment for loss of revenue due to toll evasion and unregistered motorway journeys, after the application of overdue interest on the amounts due, discounted at a real interest rate of 5%.
On 21 April 2018, the Supreme Decree awarding the concession for the Conexión Vial Ruta 78 hasta Ruta 68 connection to Grupo Costanera, signed by the President of the Republic of Chile, was published in the Official Gazette, following prior approval by the Chilean Court of Auditors. The concession term began on this date. The concession regards construction and operation of a new 9.2-km section of urban, freeflow 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, which will be connected with the
section operated under concession by Costanera Norte, a wholly owned subsidiary of Grupo Costanera. The estimated cost of the project is approximately €200 million.
On 5 April 2018, the Supreme Decree awarding the concession for the Américo Vespucio Oriente Príncipe de Gales – Los Presidentes (AVO II) to Grupo Costanera, signed by the President of the Republic of Chile, was published in the Official Gazette, following prior approval by the Chilean Court of Auditors. The concession term began on this date. The concession regards construction and operation of a section of urban motorway in the city of Santiago, consisting of a 5-km long tunnel using a free-flow tolling system. The concession was awarded to Atlantia on 28 July 2017 through its Chilean subsidiary, Grupo Costanera. The AVO II section is located at the eastern side of Santiago's orbital motorway and is the continuation of the section operated under concession by Vespucio Sur, a wholly owned subsidiary of Grupo Costanera. The estimated cost of the project is approximately €500 million.
5. SCOPE OF CONSOLIDATION
The consolidation policies and methods used for the condensed consolidated interim financial statements as at and for the six months ended 30 June 2018 are consistent with those used in preparation of the consolidated financial statements as at and for the year ended 31 December 2017. In addition to the Parent Company, entities are consolidated when Atlantia exercises control as a result of its direct or indirect ownership of a majority of the voting power of the relevant entities (including potential voting rights resulting from currently exercisable options), or because, as a result of other events or circumstances that (regardless of its percentage interest in the entity) mean it has power over the investee, exposure, or rights, 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, "The Atlantia Group's scope of consolidation and investments as at 30 June 2018". 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). Entities over which control is exercised are consolidated from the date on which the Group acquires control, whilst they are deconsolidated from the date on which the Group ceases to exercise control, as defined above. For the purposes of preparing the condensed consolidated interim financial statements, all consolidated companies have, as in previous years, prepared a specific reporting package as of the end of the reporting period, with accounting information consistent with the IFRS adopted by the Group.
The exchange rates used for the translation of reporting packages denominated in functional currencies other than the euro were obtained from the Bank of Italy and are shown below, together with those applied to the comparative period:
| CURRENCY | 2018 | 2017 | |||
|---|---|---|---|---|---|
| Spot exchange rate 30 June |
Average exchange rate H1 |
Spot exchange rate 30 June |
Spot exchange rate 31 December |
Average exchange rate H1 |
|
| Euro/US Dollar | 1.166 | 1.210 | 1.141 | 1.199 | 1.083 |
| Euro/Polish Zloty | 4.373 | 4.221 | 4.226 | 4.177 | 4.269 |
| Euro/Chilean Peso | 757.260 | 740.220 | 758.214 | 737.290 | 714.889 |
| Euro/Brazilian Real | 4.488 | 4.142 | 3.760 | 3.973 | 3.443 |
| Euro/Swiss Franc | 1.157 | 1.170 | 1.093 | 1.170 | n/a |
| Euro/Indian Rupee | 79.813 | 79.490 | 73.745 | 76.606 | 71.176 |
The Group's scope of consolidation as at 30 June 2018 differs from the scope used as at 31 December 2017 following the acquisition, in the first half of 2018, of a 100% interest in Aero I Global & International Sàrl, the Luxembourg-registered investment vehicle that holds the 15.49% interest in Getlink, the company that holds the concession to operate the undersea link between France and the United Kingdom. In accordance with IFRS 3, the estimated fair value of the assets and liabilities of Aero I Global & International Sàrl, at the acquisition date, have been recognised on a provisional basis and consolidated on a line-by-line basis from such date, as explained in note 6.1. The consolidation of Aero I Global & International Sàrl has not had a significant impact on the reclassified consolidated income statement for the first half of 2018.
The following transactions also took place in the first half of 2018 as part of a reorganisation of the Group's subsidiaries:
- a) the transfer to Telepass of Autostrade per l'Italia's 75% interest in Infoblu;
- b) the transfer to Telepass of K-Master's 100% interest in Telepass Broker.
6. CORPORATE ACTIONS IN THE FIRST HALF OF 2018
6.1 Acquisition of Aero I Global & International Sàrl
On 2 March 2018, Atlantia acquired a 100% interest in Aero I Global & International Sàrl (hereinafter "Aero I") from a number of funds managed by Goldman Sachs Infrastructure Partners. The acquired company is a Luxembourg-registered investment vehicle whose only significant asset is its holding of 85,170,758 shares in Getlink (formerly Groupe Eurotunnel SE), amounting to a 15.49% interest and representing 26.66% of the company's voting rights (quotas calculated on the basis of the total shares in issue, amounting to 550,000,000, and the total number of voting rights, amounting to 639,030,648, based on disclosures published by Getlink on 16 February 2018).
Getlink operates the undersea link connecting France with the UK (consisting of three tunnels and two terminals under a concession expiring in 2086), and Europorte (a rail business not operated under concession) and the future electricity interconnection between France and the UK (ElecLink), which is being built inside the tunnel. Getlink's consolidated revenue amounted to €1,033 million in 2017, with consolidated EBITDA amounting to €526 million. Getlink is listed on the Euronext Paris and Euronext London exchanges and had a market capitalisation of approximately €5.7 billion at the acquisition date. The cost of the acquisition to Atlantia totals €1,056 million. The cost incurred consists of €779 million in loans to Aero I (subsequently converted into equity) and €277 million represented by the 100% interest in the company's capital.
For the purposes of preparing the condensed consolidated interim financial statements, the transaction has been accounted for using the acquisition method, as required by IFRS 3. This involves estimating and measuring the fair values of the assets acquired and the liabilities assumed as a result of the acquisition of Aero I. Specifically, this has resulted in a provisional calculation of the fair value of Aero I's investment in Getlink, whilst continuing to recognise the carrying amounts of the other assets and liabilities previously recognised in the acquired company's financial statements, as they are deemed to approximate to fair value. Aero I's financial liabilities have been excluded from the assessment, given that Atlantia has also acquired the matching financial assets transferred by the sellers together with the above shareholding. The table below shows the carrying amounts of the assets acquired and liabilities assumed, in addition to the fair values identified.
| € m |
Carrying amount |
Fair value adjustments |
Fair value |
|---|---|---|---|
| Net assets acquired | |||
| Investments | 675 | 381 | 1,056 |
| Non-current financial liabilities | - 652 |
- 652 |
|
| Current financial liabilities | - 127 |
- 127 |
|
| Total net assets acquired | - 104 |
381 | 277 |
As a result of the acquisition of Aero I, the Atlantia Group thus holds an investment in Getlink that, under IFRS, gives it significant influence over this company. This means that, from the acquisition date, the investment in Getlink is accounted for using the equity method. As permitted by IFRS 3, application of this method involved provisional identification of the fair value of the assets and liabilities of Getlink and its subsidiaries, including the fair value of the above investment. Under IFRS 3, final measurement of the fair value of the assets and liabilities of Getlink and its subsidiaries will be completed within 12 months of the acquisition date. The outcome of the assessment currently underway could, therefore, have an impact on the measurement of the investment using the equity method used in the preparation of the condensed consolidated interim financial statements as at and for the six months ended 30 June 2018.
6.2 Voluntary public tender offer, in cash and/or shares, for the shares of Abertis Infraestructuras
In 2017, Atlantia launched a voluntary public tender offer, in cash and/or shares, for the entire issued capital of Abertis Infraestructuras (hereinafter also "Offer"), subsequently withdrawn on 12 April 2018, in implementation of the agreements reached with Hochtief and ACS regarding a joint investment in Abertis, as previous described in the Annual Report for the year ended 31 December 2017.
As a result of the above agreements, as at 30 June 2018, Hochtief holds a 95.3% interest in Abertis Infraestructuras SA, acquired as a result of this company's public tender offer for all the latter's issued capital and share purchases completed following the conclusion of the acceptance period for the offer (8 May 2018), as permitted by the existing regulations.
In the coming months, Hochtief, ACS and Atlantia will implement the agreements signed, which, on conclusion of the process, will result in Atlantia's acquisition of control of a majority of Abertis Infraestructuras SA's shares through a vehicle company, with minority interests held by ACS and Hochtief. In view of the transaction in progress and previous disclosures in the Group's consolidated financial statements as at and for the year ended 31 December 2017 (see the relevant note 6.4), the transaction has had the following effects in the first half of 2018:
- a) to aid the Company's Board of Directors in its decision-making regarding the acquisition, in addition to the information disclosed during 2017, the Group has recognised fees for external consultants totalling €7 million, classified in "Service costs", and the related deferred taxation of €2 million. In addition, the costs incurred by Atlantia as a result of the Offer in 2017, amounting to €32 million, deferred tax assets of €8 million have been recognised in the consolidated financial statements as at 30 June 2018;
- b) following Atlantia's withdrawal of its voluntary public tender offer, in cash and/or shares, for the entire issued capital of Abertis Infraestructuras, as a result of the agreement with ACS and Hochtief, on 13 April 2018, Atlantia cancelled the acquisition financing provided by its banks in May 2017, amounting to €14,700 million (previously reduced to €11,648 million in 2017, following both the issue of bonds in July 2017, and the sale of interests in a number of subsidiaries and associates, completed in the second half of 2017).
The cancelled credit facilities were replaced by a combination of new facilities totalling up to €4,000 million on 15 May 2018. As at 30 June 2018, these are as follows: i) a Term Loan of up to €1,500 million, repayable in tranches maturing between the first quarter of 2022 and the first quarter of 2023; ii) a Bridge Loan of up to €2,500 million, with a bullet repayment in December 2019.
As a result of above financing, in the first half of 2018 the Group recognised financial expenses of €24 million, regarding:
- 1) the recognition of upfront and commitment fees on committed financing outstanding as at 30 June 2018;
- 2) the release to profit or loss of a portion of the financial assets recognised as at 31 December 2017 in connection with the upfront fees payable on the committed financing cancelled in the first half of 2018;
- c) to hedge the above committed financing, in addition to the Forward-Starting Interest Rate Swaps of €1,000 million entered into in June 2017, in March 2018, the Group entered into further specific Forward-Starting Interest Rate Swaps with a notional value of €2,000 million to hedge against the risk of movements in interest rates. These financial instruments, registering fair value losses of €45 million as at 30 June 2018, qualify for the application of hedge accounting, as they meet all the requirements of IFRS 9 for recognition as cash flow hedges.
With regard to the Forward-Starting Interest Rate Swaps subject to a "deal contingent hedge" provision, entered into in 2017, the Group recognised financial expenses of €8 million in the first half of 2018, following realisation of a portion of the fair value losses previously recognised as at 31 December 2017.
7. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
The following notes provide information on items in the consolidated statement of financial position as at 30 June 2018. Comparative amounts as at 31 December 2017 are shown in brackets. Details of items in the consolidated statement of financial position deriving from related party transactions are provided in note 10.5.
7.1 Property, plant and equipment €284,120 thousand (€302,799 thousand)
As at 30 June 2018, property, plant and equipment amounts to €284,120 thousand, compared with a carrying amount of €302,799 thousand as at 31 December 2017. 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 | COST | 30 June 2018 ACCUMULATED DEPRECIATION |
CARRYING AMOUNT |
COST | 31 December 2017 ACCUMULATED DEPRECIATION |
CARRYING AMOUNT |
|---|---|---|---|---|---|---|
| Property, plant and equipment | 912,208 | -630,817 | 281,391 | 903,862 | -604,360 | 299,502 |
| Property, plant and equipment held under finance leases | 3,305 | -662 | 2,643 | 3,392 | -603 | 2,789 |
| Investment property | 7,322 | -7,236 | 8 6 |
7,650 | -7,142 | 508 |
| Total property, plant and equipment | 922,835 | -638,715 | 284,120 | 914,904 | -612,105 | 302,799 |
The reduction in the carrying amount with respect to 31 December 2017, amounting to €18,769 thousand, primarily reflects a combination of depreciation for the period, amounting to €34,703 thousand, and capital expenditure of €19,636 thousand, as shown in the following table.
| CHANGES DURING THE PERIOD | |||||||
|---|---|---|---|---|---|---|---|
| €000 | CARRYING AMOUNT AS AT 31 DECEMBER 2017 |
ADDITIONS | DEPRECIATION | NET DISPOSALS | NET CURRENCY TRANSLATION DIFFERENCES |
RECLASSIFICATIONS AND OTHER ADJUSTMENTS |
CARRYING AMOUNT AS AT 30 JUNE 2018 |
| Property, plant and equipment | |||||||
| Land | 8,388 | - | - | - | -14 | -1 | 8,373 |
| Buildings | 40,529 | 939 | -1,486 | - | -140 | 7 | 39,849 |
| Plant and machinery | 115,721 | 1,705 | -10,786 | -114 | -44 | 1,640 | 108,122 |
| Industrial and business equipment | 53,206 | 3,006 | -9,753 | -273 | -483 | 585 | 46,288 |
| Other assets | 65,190 | 4,792 | -12,222 | -29 | -43 | 755 | 58,443 |
| Property, plant and equipment under construction and advance payments |
16,468 | 9,194 | - | - | -5 | -5,341 | 20,316 |
| Total | 299,502 | 19,636 | -34,247 | -416 | -729 | -2,355 | 281,391 |
| Property, plant and equipment held under finance leases Equipment and other assets held under finance leases Total |
2,789 2,789 |
- - |
-76 -76 |
- - |
-70 -70 |
- - |
2,643 2,643 |
| Investment property | |||||||
| Land | 3 2 |
- | - | - | - | - | 3 2 |
| Buildings | 476 | - | -380 | - | -42 | - | 5 4 |
| Total | 508 | - | -380 | - | -42 | - | 8 6 |
| Property, plant and equipment | 302,799 | 19,636 | -34,703 | -416 | -841 | -2,355 | 284,120 |
"Investment property" 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 approximately €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 the Group's property, plant and equipment during the period and as at 30 June 2018 these assets are free of mortgages, liens or other collateral guarantees restricting use.
7.2 Intangible assets €26,944,789 thousand (€27,424,561 thousand)
The item consists of:
- a) intangible assets deriving from concession rights, totalling €22,005,099 thousand (€22,465,021, and regarding the following categories:
- 1) rights acquired from third parties (€7,563,746 thousand), essentially reflecting the fair value of the concession rights resulting from the acquisitions of Aeroporti di Roma, the Chilean and Brazilian operators and ACA;
- 2) rights recognised as a result of the commitment to perform construction services for which no additional economic benefits are received (€7,955,501 thousand);
- 3) rights deriving from construction services for which additional economic benefits are received (€6,380,519 thousand);
- 4) rights deriving from construction services carried out by service area operators, represented by assets that were handed over free of charge to the Group's operators on expiry of the related subconcessions (€105,333 thousand);
- b) goodwill and other intangible assets with indefinite lives, totalling €4,548,797 thousand;
- c) other intangible assets of €390,893 thousand, essentially consisting of contractual rights attributable to Aeroporti di Roma, accounted for following identification of the fair value of the former Gemina group's assets and liabilities.
| 30 June 2018 | 31 December 2017 | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €000 | COST | ACCUMULATED AMORTISATION |
ACCUMULATED IMPAIRMENTS |
CARRYING AMOUNT |
COST | ACCUMULATED AMORTISATION |
ACCUMULATED IMPAIRMENTS |
CARRYING AMOUNT |
||||||||||||||||||||||||||||||||||||||
| Intangible assets deriving from concession rights | 31,360,238 | -9,238,431 | -116,708 | 22,005,099 | 31,414,114 | -8,832,299 | -116,794 | 22,465,021 | ||||||||||||||||||||||||||||||||||||||
| Goodwill and other intangible assets with indefinite | ||||||||||||||||||||||||||||||||||||||||||||||
| lives | 4,567,941 | - | -19,144 | 4,548,797 | 4,567,754 | - | -18,998 | 4,548,756 | ||||||||||||||||||||||||||||||||||||||
| Other intangible assets | 975,442 | -580,962 | -3,587 | 390,893 | 961,549 | -547,277 | -3,488 | 410,784 | ||||||||||||||||||||||||||||||||||||||
| Intangible assets | 36,903,621 | -9,819,393 | -139,439 | 26,944,789 | 36,943,417 | -9,379,576 | -139,280 | 27,424,561 |
Intangible assets recorded a net decrease of €479,772 thousand in the first half of 2018, primarily due to a combination of the following:
- a) amortisation for the period of €530,466 thousand;
- b) the negative impact of currency translation differences at the end of the period, accounting for a reduction of €162,601 thousand, primarily due to a significant decline in the value of the Brazilian real against the euro;
- c) investment in construction services for which additional economic benefits are received, totalling €147,395 thousand;
- d) an increase of €45,360 thousand in concession rights deriving from construction services for which no additional economic benefits are received, with a matching increase in provisions for construction services required by contract, following an updated estimate of the present value of construction services to be provided in the future.
The following table shows intangible assets at the beginning and end of the period and changes in the different categories of intangible asset during the first half of 2018.
3. Condensed consolidated interim financial statements
| CHANGES DURING THE PERIOD | |||||||
|---|---|---|---|---|---|---|---|
| €000 | CARRYING AMOUNT AS AT 31 DECEMBER 2017 |
ADDITIONS DUE TO COMPLETION OF CONSTRUCTION SERVICES, ACQUISITIONS AND CAPITALISATIONS AND HANDOVER FREE OF CHARGE |
AMORTISATION | CHANGES DUE TO REVISED PRESENT VALUE OF CONTRACTUAL OBLIGATIONS |
NET CURRENCY TRANSLATION DIFFERENCES |
RECLASSIFICATION S AND OTHER ADJUSTMENTS |
CARRYING AMOUNT AS AT 30 JUNE 2018 |
| Intangible assets deriving from concession rights | |||||||
| Acquired concession rights | 7,820,195 | - | -157,561 | - | -98,888 | - | 7,563,746 |
| Concession rights accruing from construction services for which no additional economic benefits are received |
8,108,698 | - | -194,184 | 45,360 | -4,144 | -229 | 7,955,501 |
| Concession rights accruing from construction services for which additional economic benefits are received |
6,428,226 | 147,395 | -139,644 | - | -56,529 | 1,071 | 6,380,519 |
| Concession rights accruing from construction services provided by sub-operators |
107,902 | - | -2,568 | - | -1 | - | 105,333 |
| Total | 22,465,021 | 147,395 | -493,957 | 45,360 | -159,562 | 842 | 22,005,099 |
| Goodwill and other intangible assets with indefinite lives |
|||||||
| Goodwill and intangible assets with indefinite lives | 4,548,753 | - | - | - | - | - | 4,548,753 |
| Trademarks | 3 | - | - | - | - | 4 1 |
4 4 |
| Total | 4,548,756 | - | - | - | - | 4 1 |
4,548,797 |
| Other intangible assets | |||||||
| Commercial contractual relations | 262,361 | - | -15,940 | - | - | - | 246,421 |
| Development costs | 15,618 | 7,785 | -9,160 | - | 7 | 11,363 | 25,613 |
| Industrial patents and intellectual property rights | 13,663 | 3,632 | -4,534 | - | -171 | 129 | 12,719 |
| Concessions and licenses | 15,399 | 335 | -2,792 | - | -163 | 744 | 13,523 |
| Other | 45,203 | 2,345 | -4,083 | - | -3,927 | -29 | 39,509 |
| Intangible assets under development and advance payments | 58,540 | 5,386 | - | - | 1,215 | -12,033 | 53,108 |
| Total | 410,784 | 19,483 | -36,509 | - | -3,039 | 174 | 390,893 |
| Intangible assets | 27,424,561 | 166,878 | -530,466 | 45,360 | -162,601 | 1,057 | 26,944,789 |
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 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|---|
| Use of provisions for construction services required by contract for which no additional economic benefits are received |
7.13 / 8.10 | 147,400 | 174,897 | -27,497 |
| Use of provisions for refurbishment of airport infrastructure | 7.14 | 32,839 | 40,299 | -7,460 |
| Increase in intangible concession rights accruing from completed construction services for which additional economic benefits are received |
8.3 | 147,395 | 181,440 | -34,045 |
| Increase in financial assets deriving from motorway construction services | 7.4 / 8.3 | 10,696 | 31,153 | -20,457 |
| Investment in assets held under concession | 338,330 | 427,789 | -89,459 |
Research and development expenditure of approximately €1 million has been recognised in the consolidated income statement for the period. 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 €4,548,797 thousand, essentially consists of:
- a) the goodwill allocated to the CGU represented by Autostrade per l'Italia, amounting to €4,382,757 thousand, following the acquisition of a majority interest in the former Autostrade – Concessioni e Costruzioni Autostrade SpA in 2003. This goodwill coincides with the carrying amount as at 1 January 2004 (the IFRS transition date) and was determined in accordance with prior accounting standards under the exemption permitted by IFRS 1;
- b) €151,990 thousand in goodwill recognised following the acquisition of control of ACA and its subsidiaries in 2016;
- c) €14,006 thousand relating to the value of the licence to operate the airport of Saint-Tropez, held for an indeterminate length of time by Aéroport Golfe de Saint-Tropez, in which ACA has a 99.92% interest and which is accounted for following the acquisition of control of the latter company, as referred to above.
With regard to the recoverability of goodwill and the concession rights belonging to the Group's operators, and of other intangible assets with indefinite lives, there were no indications of impairment during the period. The recoverability of goodwill and of other intangible assets with indefinite lives is
tested annually for impairment. Reference should be made to note 7.2 to the consolidated financial statements as at and for the year ended 31 December 2017 for a detailed description of the assumptions and criteria used in the most recent impairment testing of intangible assets.
7.3 Investments €1,299,745 thousand (€266,974 thousand)
As at 30 June 2018, this item has increased by €1,032,771 thousand, primarily due to a combination of the following:
- a) the acquisition of investments amounting to €1,065,967 thousand, linked to the acquisition of a 15.49% interest in Getlink, held by the Group the acquisition of a 100% interest in the investment vehicle, Aero I Global & International Sàrl (described in note 6.1) and the acquisition of 4.47% of Tangenziale Esterne di Milano;
- b) a reduction in the carrying amount of the investments in Getlink and Aeroporto di Bologna, following the collection of dividends amounting to €29,712 thousand in the first half of 2018.
The table below shows the carrying amounts of the Group's investments at the beginning and end of the period, grouped by category, and changes in the first half of 2018.
| CHANGES DURING THE PERIOD | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| €000 | 31 December 2017 OPENING BALANCE |
REVERSALS OF | DIVIDENDS | MEASURMENT USING EQUITY METHOD | OTHER MINOR CHANGES | 30 June 2018 CLOSING |
|||
| ACQUISITIONS AND CAPITAL INJECTIONS |
IMPAIRMENTS (IMPAIRMENTS) |
SALES AND RETURNS OF CAPITAL | PROFIT OR LOSS | OTHER COMPREHENSIVE INCOME | BALANCE | ||||
| Investments accounted | |||||||||
| for using the equity method in: | |||||||||
| - associates | 170,077 | 1,056,124 | - -29,712 |
44 | 2,675 | - | -57 | 1,199,151 | |
| - joint ventures | 14,614 | - | - | - - |
-5,067 | -877 | - 8,670 |
||
| Investments accounted | 82,283 | 9,843 | -33 | - -258 |
- | - | 89 | 91,924 | |
| for at fair value | |||||||||
| Investments | 266,974 | 1,065,967 | -33 | -29,712 | -214 | -2,392 | -877 | 3 2 |
1,299,745 |
The equity method was used to measure interests in associates and joint ventures based on the most recent approved financial statements available. In the event that interim financial statements as at 30 June 2018 were not available, the above data was supplemented by specific estimates based on the latest available information and, where necessary, restated to bring them into line with Group accounting policies.
The following table shows the Group's principal investments as at 30 June 2018, including the Group's percentage interest and the relevant carrying amount at the end of the period.
| €000 | 30 JUNE 2018 | 31 DECEMBER 2017 | ||
|---|---|---|---|---|
| % INTEREST |
CLOSING BALANCE |
% INTEREST CLOSING | BALANCE | |
| Investments accounted for using the equity method in: |
||||
| - associates Getlink |
15.49% 1,032,419 | - | ||
| Aeroporto Guglielmo Marconi di Bologna | 29.38% | 161,611 | 29.38% 164,948 | |
| Società Infrastrutture Toscane (in liquidation) | 46.60% | 3,143 | 46.60% | 3,107 |
| Pedemontana Veneta (in liquidation) | 29.77% | 1,655 | 29.77% | 1,675 |
| Other smaller investments | - | 323 | - | 347 |
| Total | 1,199,151 | 170,077 | ||
| - joint ventures | ||||
| Rodovias do Tieté | 50.00% | 4,574 | 50.00% | 9,792 |
| Pune Solapur Expressways Private Limited | 50.00% | 3,096 | 50.00% | 3,822 |
| Geie del Traforo del Monte Bianco | 50.00% | 1,000 | 50.00% | 1,000 |
| Total | 8,670 | 14,614 | ||
| Investments accounted for at fair value | ||||
| Tangenziali Esterne di Milano | 18.14% | 41,864 | 13.67% | 32,022 |
| Lusoponte | 17.21% | 39,852 | 17.21% | 39,852 |
| Compagnia Aerea Italiana | 6.52% | - | 6.52% | |
| Tangenziale Esterna | 1.25% | 5,811 | 1.25% | 5,811 |
| Firenze Parcheggi | 5.47% | 1,854 | 5.47% | 1,854 |
| S.A.CAL. | 9.23% | 957 | 9.23% | |
| Aeroporto di Genova | 15.00% | 894 | 15.00% | |
| Uirnet | 1.51% | 427 | 1.51% | |
| Veneto Strade | - | - | 5.00% | |
| Emittenti Titoli | - | - | 7.24% | |
| Other smaller investments | - | 265 | - | |
| Total | 91,924 | |||
| Investments With regard to the additional disclosures required by IFRS 12 in the event of individually material investments, the following table shows key financial indicators for: |
1,299,745 | 208 82,283 266,974 |
||
| Getlink SE, taken from the interim management report as at 30 June 2018, available on its website at https://www.getlinkgroup.com. €000 |
1 January 2018-30 June 2018 | |||
| Revenue Profit/(Loss) from continuing operations |
||||
| Profit/(Loss) from discontinued operations | ||||
| Total other comprehensive income for the period, after tax | ||||
| Comprehensive income for the period ended 30 June 2018 |
||||
| of which: - attributable to the investee's controlling shareholders - attributable to non-controlling shareholders |
||||
| €000 | ||||
| Fixed capital | ||||
| Net working capital | ||||
| Net debt | ||||
| Equity | ||||
| of which: | 510,373 39,199 16,256 55,459 55,459 30 June 2018 6,697,342 -112,611 4,671,162 1,913,569 |
|||
| - attributable to the investee's controlling shareholders | 1,913,569 | |||
| - attributable to non-controlling shareholders | ||||
| Group interest in the carrying amount of the investee's net assets as at 30 June 2018 |
296,412 |
With regard to the additional disclosures required by IFRS 12 in the event of individually material investments, the following table shows key financial indicators for:
a) Getlink SE, taken from the interim management report as at 30 June 2018, available on its website at https://www.getlinkgroup.com.
| €000 | 1 January 2018-30 June 2018 |
|---|---|
| Revenue | 510,373 |
| Profit/(Loss) from continuing operations | 39,199 |
| Profit/(Loss) from discontinued operations | 4 |
| Total other comprehensive income for the period, after tax | 16,256 |
| Comprehensive income for the period ended 30 June 2018 |
55,459 |
| of which: | |
| - attributable to the investee's controlling shareholders | 55,459 |
| - attributable to non-controlling shareholders | - |
| €000 | 30 June 2018 |
| Fixed capital | 6,697,342 |
| Net working capital | -112,611 |
| Net debt | 4,671,162 |
| Equity | 1,913,569 |
| of which: | |
| - attributable to the investee's controlling shareholders | 1,913,569 |
| - attributable to non-controlling shareholders | - |
| Group interest in the carrying amount of the investee's net assets as at 30 June 2018 |
296,412 |
b) Aeroporto Guglielmo Marconi SpA taken from the interim report as at 31 March 2018, published and available on its website at www.bologna-airport.it. These are the most recent financial statements
| €000 | 1 January 2018-31 March 2018 |
|---|---|
| Revenue | 22,425 |
| Profit/(Loss) from continuing operations | 2,326 |
| Comprehensive income for the period ended 31 March 2018 |
2,326 |
| of which: | |
| - attributable to the investee's controlling shareholders | 2,307 |
| - attributable to non-controlling shareholders | 19 |
| €000 | 31 March 2018 |
| Fixed capital | 166,998 |
| Net working capital | -24,938 |
| Net debt | -32,575 |
| Equity | 174,635 |
| of which: | |
| - attributable to the investee's controlling shareholders | 173,795 |
| - attributable to non-controlling shareholders | 840 |
| Group interest in the carrying amount of the investee's net assets as at 31 March 2018 |
51,061 |
Annex 1 provides a list of the Group's investments as at 30 June 2018, as required by CONSOB Ruling DEM/6064293 of 28 July 2006.
7.4 Financial assets
(non-current) / €2,262,894 thousand (€2,316,125 thousand) (current) / €762,085 thousand (€780,207 thousand)
The following analysis shows the composition of other financial assets at the beginning and end of the period, together with the current and non-current portions.
| €000 | 30 June 2018 | 31 December 2017 | ||||||
|---|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
CURRENT PORTION |
NON CURRENT PORTION |
CARRYING AMOUNT |
CURRENT PORTION |
NON CURRENT PORTION |
|||
| Takeover rights | 399,857 | 399,857 | - | 399,863 | 399,863 | - | ||
| Guaranteed minimum tolls | 574,702 | 49,853 | 524,849 | 602,088 | 47,226 | 554,862 | ||
| Other financial assets deriving from concession rights | 430,754 | - | 430,754 | 408,740 | - 408,740 |
|||
| Financial assets deriving from concession rights ( 1) |
1,405,313 | 449,710 | 955,603 | 1,410,691 | 447,089 | 963,602 | ||
| Financial assets deriving from government grants related to construction services ( 1) |
313,220 | 51,337 | 261,883 | 320,046 | 70,110 | 249,936 | ||
| Term deposits ( 1) |
488,745 | 168,738 | 320,007 | 494,696 | 179,222 | 315,474 | ||
| Derivative assets (2) | 152,580 | 50,120 | 102,460 | 173,403 | 66,135 | 107,268 | ||
| Other medium/long-term financial assets (1) | 627,341 | 4,400 | 622,941 | 684,430 | 4,585 | 679,845 | ||
| Other medium/long-term financial assets | 779,921 | 54,520 | 725,401 | 857,833 | 70,720 | 787,113 | ||
| Current derivative assets ( 2) |
341 | 341 | - | 528 | 528 | - | ||
| Other current financial assets ( 1) |
37,439 | 37,439 | - | 12,538 | 12,538 | - | ||
| 3,024,979 | 762,085 2,262,894 | 3,096,332 | 780,207 2,316,125 |
(1) These instruments are held within a hold to collect business model and, as such, are measured at amortised cost.
(2) These assets primarily include derivative financial instruments classified as hedges under level 2 of the fair value hierarchy.
| 31 December 2017 | 30 June 2018 | ||||||
|---|---|---|---|---|---|---|---|
| €000 | CARRYING AMOUNT |
ADDITIONS DUE TO REVISED PRESENT VALUE |
ADDITIONS DUE TO COMPLETION OF CONSTRUCTION SERVICES |
REDUCTIONS DUE TO AMOUNTS COLLECTED |
CURRENCY TRANSLATION DIFFERENCES |
RECLASSIFICATIONS AND OTHER CHANGES |
CARRYING AMOUNT |
| Takeover rights | 399.863 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $-6$ | 399,857 | |
| Guaranteed minimum tolls | 602.088 | 21.248 | $-42.416$ | $-7.329$ | 1.111 | 574,702 | |
| Other financial assets deriving from concession rights |
408.740 | 13.273 | 10.697 | $\sim$ | $-5.628$ | 3.672 | 430.754 |
| Financial assets deriving from concession rights |
1.410.691 | 34.521 | 10.697 | $-42.416$ | $-12.957$ | 4.777 | 1,405.313 |
The follow wing table sh hows changes s during the period in fi inancial asset ts deriving fr from concess sion rights.
Financial as ssets derivin ng from conc cession right ts include:
- a) takeove the amo the con outgoin er rights attri ount payable ncession for t ng operator's ibutable to A e, under the the company s concession Autostrade M concession y's unamorti n; Meridionali ( arrangemen ised capital e (€399,857 th nt, by a repla expenditure housand as a cement oper during the f at 30 June 2 rator on term final years of 018), being mination of f the
- b) the pre tolls gu (€574,7 sent value of uaranteed by 702 thousan f the financi the Grantor nd as at 30 Ju al asset deriv r of the conc une 2018); ving from co cessions held oncession rig d by certain o ghts represen of the Group nted by the m p's Chilean o minimum operators
- c) other fi primari to this c Centro installa agreed time as If, at th at a real the opt amount inancial asse ily attributab company as a o Oriente ("C tion of new share, remai it has covere he end of the l annual rate ion of either t due. ets deriving f ble to the Ch a result of ca CC7"). Und tollgates alo ins at the co ed the cost o e concession e of 7%, is lo r extending t from concess hilean opera arrying out t der the agreem ng the existi mpany's disp of the related term, the sp ower than th the concessi sion rights ( ator, Costane the motorwa ments, the i ing motorwa posal and ar d capital expe pecific amou he financial a on term or p €430,754 th era Norte, in ay investmen ncrease in to ay, after dedu e recognised enditure, re unt at Costan assets recogn paying Costa housand as a n relation to t programm oll revenue r ucting the co d in financia valued at a r nera Norte's nised at that t anera Norte at 30 June 2 o the financia me named San resulting fro ompany's con al liabilities u real annual r disposal, als time, the Gr the remaini 018), al assets due ntiago om the ntractually until such rate of 7%. so revalued rantor has ng net
Other medi essentially d ium/long-te due to the fa erm financia all in the valu l assets are d ue of the Bra down €77,91 azilian real a 12 thousand gainst the eu compared w uro. with 31 Decem mber 2017,
No evidenc the financia ce of impairm al statements ment was fou s. und in the fi irst half of 20 018 for any of the financ cial assets re ported in
7.5 D D D Deferred t Deferred t Deferred t tax assets a tax assets € tax liabiliti and liabilit €1,213,871 ies €2,191 ties 1 thousand 1,016 thou d (€1,258, usand (€2, 163 thous 253,718 th sand) housand)
The amoun respect to te bases at the nt of deferred emporary tim end of the p d tax assets a ming differe period. and liabilitie ences betwee es both eligib en consolidat ble and ineli ted carrying gible for off amounts an fset is shown nd the corres below, with sponding tax h x
| l€000 | 30 June 2018 31 December 2017 | |
|---|---|---|
| Deferred tax assets | 1,688,208 | 1,763,202 |
| Deferred tax liabilities eligible for offset | $-474.337$ | -505.039 |
| Deferred tax assets less deferred tax liabilities eligible for offset |
1.213.871 | 1.258.163 |
| Deferred tax liabilities not eligible for offset | $-2.191.016$ | $-2,253,718$ |
| Difference between deferred tax assets and liabilities (eligible and ineligible for offset) |
$-977.145$ | $-995.555$ |
Changes in temporary d the Group's differences g s deferred ta giving rise to ax assets and o them, are s d liabilities du summarised uring the pe in the follow eriod, based wing table. on the natur re of the
| CHANGES DURING THE PERIOD | ||||||||
|---|---|---|---|---|---|---|---|---|
| €000 | 31 December 2017 | PROVISIONS | RELEASES | DEFERRED TAX ASSETS/LIABILITIES ON GAINS AND LOSSES RECOGNISED IN COMPREHENSIVE INCOME |
CHANGE IN ESTIMATES FOR PREVIOUS YEARS |
CURRENCY TRANSLATION DIFFERENCES AND OTHER CHANGES |
IMPACT RECOGNISED IN EQUITY OF FIRST-TIME ADOPTION OF IFRS 9 |
30 June 2018 |
| Deferred tax assets on: | ||||||||
| Deductible intercompany goodwill | 300,149 | - | -49,318 | - | - | - | 250,831 | |
| Provisions | 525,548 | 11,932 | -36,978 | - -2 |
-314 | 500,186 | ||
| Restatement of global balance on application of IFRIC 12 by Autostrade per l'Italia | 401,926 | 283 | -9,863 | - | - | - | 392,346 | |
| Derivative liabilities | 93,997 | 5 | -444 | 13,723 | - -350 |
106,931 | ||
| Tax loss carryforwards | 58,335 | 18,045 | -1,365 | - | - -1,035 |
73,980 | ||
| Impairments and depreciation of non-current assets | 97,541 | 1,244 | -5,297 | - 44 |
-8,805 | 84,727 | ||
| Impairment of receivables and inventories | 60,962 | 11,998 | -582 | - -75 |
-1,593 | 70,710 | ||
| Other temporary differences | 224,744 | 17,512 | -27,486 | 1,423 | 21 | -7,717 | 208,497 | |
| Total | 1,763,202 | 61,019 | -131,333 | 15,146 | -12 | -19,814 | - | 1,688,208 |
| Deferred tax liabilities on: | ||||||||
| Differences between carrying amounts and fair values of assets and liabilities acquired through business combinations |
-2,117,273 | -142 | 46,969 | - | - 29,749 |
-2,040,697 | ||
| Financial assets deriving from concession rights and government grants | -176,675 | -1,638 | 3,190 | - | - 4,778 |
-170,345 | ||
| Derivative assets | -25,751 | - | -37 | 2,516 | - | - | -23,272 | |
| Other temporary differences | -439,058 | -28,415 | 29,238 | 17 | -5 | 17,285 | -10,101 | -431,039 |
| Total | -2,758,757 | -30,195 | 79,360 | 2,533 | - 5 |
51,812 | -10,101 | -2,665,353 |
| Difference between deferred tax assets and liabilities (eligible and ineligible for offset) | -995,555 | 30,824 | -51,973 | 17,679 | -17 | 31,998 | -10,101 | -977,145 |
As shown in the table, the balance of deferred tax assets as at 30 June 2018 primarily includes:
- a) deferred tax assets on the portion of provisions, primarily for the repair and replacement of motorway infrastructure, deductible in future years, totalling €500,186 thousand;
- b) deferred tax assets recognised as a result of the impact on taxation of adoption of IFRIC 12 by Autostrade per l'Italia (€392,346 thousand);
- c) deferred tax assets recognised in connection with the reversal of intercompany gains arising in 2003 on the contribution of motorway assets to Autostrade per l'Italia (€250,831 thousand);
Deferred tax liabilities, totalling €2,665,353 thousand, essentially regard fair value gains recognised on assets acquired as a result of past business combinations carried out by the Group (€2,040,697 thousand).
7.6 Other non-current assets €7,101 thousand (€8,005 thousand)
The above balance is broadly in line with 31 December 2017.
7.7 Trading assets €1,945,000 thousand (€1,798,108 thousand)
As at 30 June 2018, trading assets consist of:
- a) inventories of €77,533 thousand (€76,299 thousand as at 31 December 2017), consisting of stocks and spare parts used in the maintenance or assembly of plant;
- b) contract assets, totalling €19,276 thousand (€18,703 thousand as at 31 December 2017);
- c) trade receivables of €1,848,191 thousand (€1,703,106 thousand as at 31 December 2017), the detailed composition of which is shown in the following table.
| €000 | 30 June 2018 | 31 December 2017 |
|---|---|---|
| Trade receivables due from: | ||
| Motorway users | 1,397,017 | 1,224,217 |
| Airport users | 393,569 | 374,612 |
| Sub-operators at motorway service areas | 47,250 | 84,983 |
| Sundry customers | 296,151 | 275,239 |
| Gross trade receivables | 2,133,987 | 1,959,051 |
| Allowance for bad debts | (335,450) | (296,362) |
| Other trading assets | 49,654 | 40,417 |
| Net trade receivables | 1,848,191 | 1,703,106 |
Trade receivables, after the allowance for bad debts, amount to €2,133,987 thousand, an increase of €174,936 thousand with respect to 31 December 2017 (€1,959,051 thousand). This is essentially due to an increase in receivables due from motorway customers, reflecting both the increased volume of motorway tolls and a delay, until early July 2018, in the collection of tolls billed in arrears.
The following table shows an ageing schedule for trade receivables.
| €000 | TOTAL RECEIVABLES AS AT 30 JUNE 2018 |
TOTAL NOT YET DUE | MORE THAN 90 DAYS OVERDUE |
BETWEEN 90 AND 365 DAYS OVERDUE |
MORE THAN ONE YEAR OVERDUE |
|---|---|---|---|---|---|
| Trade receivables | 2,133,987 | 1,302,990 | 121,676 | 202,118 | 507,203 |
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 following table shows movements in the allowance for bad debts for trade receivables in the first half of 2018. 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 2017 |
ADDITIONS | USES | RECLASSIFICATIONS AND OTHER CHANGES |
30 JUNE 2018 |
|---|---|---|---|---|---|
| Allowance for bad debts | 296,362 | 48,178 | -2,687 | -6,403 | 335,450 |
The carrying amount of trade receivables approximates the related fair value.
7.8 Cash and cash equivalents €4,766,970 thousand (€5,624,716 thousand)
Cash and cash equivalents consists of cash on hand and short-term investments and is down €857,746 thousand compared with 31 December 2017. This essentially reflects the acquisition of Aero I, completed during the period. Detailed explanations of the cash flows resulting in the increase in net cash are contained in note 9.1.
7.9 Current tax assets and liabilities Current tax assets €65,484 thousand (€79,482 thousand) Current tax liabilities €324,538 thousand (€151,500 thousand)
| €000 | CURRENT TAX ASSETS | CURRENT TAX LIABILITIES | ||
|---|---|---|---|---|
| 30 June 2018 31 December 2017 | 30 June 2018 | 31 December 2017 | ||
| IRES | 45,588 | 42,440 | 252,804 | 100,516 |
| IRAP | 1,297 | 2,778 | 36,861 | 2,326 |
| Taxes attributable to foreign operations | 18,599 | 34,264 | 34,873 | 48,658 |
| Total | 65,484 | 79,482 | 324,538 | 151,500 |
Current tax assets and liabilities at the beginning and end of the period are detailed below.
As at 30 June 2018, the Group reports net current tax liabilities of €259,054 thousand, broadly reflecting income tax payable for the period.
7.10 Other current assets €223,857 thousand (€187,059 thousand)
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 | 30 June 2018 | 31 December 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Amounts receivable from public entities | 60,547 | 51,483 | 9,064 |
| Tax credits other than for income tax | 67,389 | 52,285 | 15,104 |
| Receivables due from end users and insurance companies for damages |
18,036 | 19,192 | -1,156 |
| Accrued income of a non-trading nature | 4,854 | 4,063 | 791 |
| Amounts due from staff | 3,710 | 2,988 | 722 |
| Receivable from social security institutions | 4,593 | 1,755 | 2,838 |
| Payments on account to suppliers and other current assets | 91,203 | 84,369 | 6,834 |
| Gross other current assets | 250,332 | 216,135 | 34,197 |
| Allowance for bad debts | -26,475 | -29,076 | 2,601 |
| Other current assets | 223,857 | 187,059 | 36,798 |
The increase in this item primarily reflects an increase in tax credits other than for income tax and in amounts due to the overseas motorway operators from public entities.
7.11 Assets held for sale and related to discontinued operations €10,762 thousand (€11,061 thousand) Liabilities related to discontinued operations €442 thousand (€6,266 thousand)
Assets held for sale and related to discontinued operations, totalling €10,320 thousand as at 30 June 2018, primarily consist of:
- a) the remaining 2% interest in Strada dei Parchi, amounting to €4,271 thousand, that is the subject of put and call options agreed with Toto Costruzioni Generali in the contract governing the sale, in 2011, of a controlling interest in the company;
- b) the remaining net assets of the French companies involved in the EcoTaxe project, totalling €6,047 thousand.
The following table shows the composition of these assets and liabilities according to their nature (trading, financial or other).
| €000 | 30 June 2018 | 31 December 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Investments | 4,271 | 4,271 | - |
| Financial assets | 6,478 | 6,531 | -53 |
| - Cash and cash equivalents | 6,469 | 6,522 | -53 |
| - Other current financial assets | 9 | 9 | - |
| Trading and other assets | 1 3 |
259 | -246 |
| Assets held for sale and related to discontinued operations |
10,762 | 11,061 | -299 |
| Financial liabilities | - | 308 | -308 |
| Current provisions | 442 | 2,860 | -2,418 |
| Trading and other liabilities | - | 3,098 | -3,098 |
| Liabilities related to discontinued operations | 442 | 6,266 | -5,824 |
7.12 Equity
€11,558,874 thousand (€11,762,978 thousand)
Atlantia SpA's issued capital as at 30 June 2018, 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 the first half of 2018.
Equity attributable to owners of the parent, totalling €8,677,908 thousand, is down €94,469 thousand compared with 31 December 2017. The most important changes during the period are shown in detail in the statement of changes in consolidated equity. These regard:
- a) payment of the final dividend for 2017, amounting to €531,607 thousand (€0,65 per share);
- b) the other comprehensive loss for the period, totalling €123,861 thousand, primarily due to losses on the translation of the assets and liabilities of consolidated companies denominated in functional currencies other than the euro, essentially reflecting reductions in the value of the Brazilian real against the euro during the period;
- c) profit for the period of €531,074 thousand.
- d) recognition of the impact of first-time adoption of the new accounting standard, IFRS 9 (€28,570 thousand), after the related taxation.
Equity attributable to non-controlling interests of €2,880,966 thousand is down €109,635 thousand compared with 31 December 2017 (€2,990,601 thousand), essentially reflecting a combination of the following main changes:
- a) the declaration of dividends totalling €123,714 thousand;
- b) profit for the year attributable to non-controlling interests, totalling €86,742 thousand
- c) the other comprehensive loss for the period, totalling €76,453 thousand, primarily reflecting a change in the foreign currency translation reserve for the assets and liabilities of consolidated companies denominated in functional currencies other than the euro, reflecting the above decline in the value of the Brazilian real against the euro.
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.
7.13 Provisions for construction services required by contract
(non-current) €2,639,775 thousand (€2,960,647 thousand) (current) €648,945 thousand (€426,846 thousand)
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 period and changes during the period, showing the non-current and current portions.
| €000 | 31 December 2017 | CHANGES DURING THE PERIOD | 30 June 2018 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
3,387,493 | 2,960,647 | 426,846 | 45,360 | 8,854 | -147,400 | -5,587 | 3,288,720 | 2,639,775 | 648,945 |
7.14 Provisions
(non-current) €1,566,164 thousand (€1,566,541 thousand) (current) €379,891 thousand (€379,823 thousand)
As at 30 June 2018, provisions amount to €1,946,055 thousand (€1,946,364 thousand as at 31 December 2017). The following table shows details of provisions by type, showing the non-current and current portions.
| €000 | 30 June 2018 | 31 December 2017 | ||||||
|---|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
NON-CURRENT PORTION |
CURRENT PORTION | CARRYING AMOUNT |
NON-CURRENT PORTION |
CURRENT PORTION | |||
| Provisions for employee benefits | 163,635 | 137,793 | 25,842 | 167,954 | 142,296 | 25,658 | ||
| Provisions for repair and replacement of motorway infrastructure | 1,378,290 | 1,185,988 | 192,302 | 1,456,394 | 1,238,794 | 217,600 | ||
| Provisions for airport refurbishment | 294,293 | 196,148 | 98,145 | 210,174 | 137,389 | 72,785 | ||
| Other provisions | 109,837 | 46,235 | 63,602 | 111,842 | 48,062 | 63,780 | ||
| Provisions | 1,946,055 | 1,566,164 | 379,891 | 1,946,364 | 1,566,541 | 379,823 |
The followi of 2018. ing table sho ows provision ns at the beg ginning and end of the p eriod and ch hanges in th e first half
| 31 December 2017 |
CHANGES DURING THE PERIOD | 30 June 2018 | ||||
|---|---|---|---|---|---|---|
| €000 | CARRYING AMOUNT |
OPERATING PROVISIONS | FINANCE-RELATED PROVISIONS |
USES | CURRENCY TRANSLATION DIFFERENCES. RECLASSIFICATION S AND OTHER CHANGES |
CARRYING AMOUNT |
| Provisions for employee benefits | ||||||
| Post-employment benefits | 158,639 | 806 | 695 | $-5.682$ | $-227$ | 154,231 |
| Other employee benefits | 9,315 | 270 | 64 | $-302$ | 57 | 9,404 |
| Total | 167.954 | 1,076 | 759 | $-5,984$ | $-170$ | 163,635 |
| Provisions for repair and replacement of motorway infrastructure | 1,456,394 | 113.131 | 11.641 | $-192.583$ | $-10.293$ | 1,378,290 |
| Provisions for airport refurbishment | 210,174 | 112,865 | 980 | $-32,839$ | 3.113 | 294,293 |
| Other provisions | ||||||
| Provisions for impairments exceeding carrying amount of investments | 3,624 | ×, | $\sim$ | ٠ | 3,624 | |
| Provisions for disputes, liabilities and sundry charges | 108,218 | 7.184 | $-6,224$ | $-2,965$ | 106,213 | |
| Total | 111,842 | 7,184 | ٠ | $-6,224$ | $-2,965$ | 109,837 |
| Provisions | 1,946,364 | 234,256 | 13.380 | -237,630 | $-10,315$ | 1,946,055 |
PROVISI (non-cur (current) IONS FOR rrent) €137 €25,842 R EMPLO 7,793 thou thousand OYEE BEN usand (€14 (€25,658 NEFITS 42,296 th 8 thousand housand) d)
As at 30 Jun paid to staff payment of obligations simplified a were the sam in note 7.14 ne 2018, thi f employed u f benefits and is based on actuarial asse me as those u 4 to the cons is item consi under Italian d of advance assumptions essment of th used in the m solidated fin ists almost en n law. The re es during the s of both a d hese liabiliti measuring th nancial statem ntirely of pr eduction of e period. Th demographic ies as at 30 Ju he liabilities ments as at a ovisions for €4,319 thou he actuarial m and financi une 2018, a as at 31 Dec nd for the ye post-emplo usand is prim model used to ial nature. H number of k ember 2017 ear ended 31 oyment benef marily due to o measure th Having carrie key assumpt 7. These are 1 December fits to be o the he related ed out a ions used described 2017.
PROVISI AIRPORT IONS FO T INFRAS OR REPA STRUCTU AIR AND URE D REPLA ACEMENT T OF M MOTORWA AY AND D
(non-cur (current) rrent) €1,1 €192,302 185,988 th 2 thousand housand (€ d (€217,60 €1,238,79 00 thousa 4 thousan and) nd)
This item r infrastructu these provis regards the p ure, in accor sions is down present value rdance with t n €78,104 th of provision the contractu housand, ess ns for the re ual commitm sentially due epair and rep ments of the e to a combin placement of Group's op nation of the f motorway a erators. The e following: and airport e balance of
- a) uses du ue to repairs and replacem ments carrie ed out durin g the period d of €192,583 3 thousand;
- b) operatin ng provision ns of €113,13 31 thousand;
- c) financia al provisions s of €11,641 thousand.
PROVISIONS FOR REFURBISHMENT OF AIRPORT INFRASTRUCTURE (non-current) €196,148 thousand (€137,389 thousand) (current) €98,145 thousand (€72,785 thousand)
Provisions for the refurbishment of airport infrastructure, including the current and non-current portions, amount to €294,293 thousand (€210,174 thousand as at 31 December 2017). 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 2017, the provisions have increased by €84,119 thousand, primarily due to provisions made during the period by ACA following an updated estimate of the present value of airport refurbishment work to be carried out in the future.
OTHER PROVISIONS
(non-current) €46,235 thousand (€48,062 thousand) (current) €63,602 thousand (€63,780 thousand) ALTRI FONDI PER RISCHI E ONERI
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 maintenance work. The overall balance is broadly in line with the figure for 31 December 2017.
7.15 Financial liabilities
(non-current) €15,463,280 thousand (€15,969,835 thousand) (current) €2,678,939 thousand (€2,253,836 thousand)
MEDIUM/LONG-TERM BORROWINGS (non-current) €15,463,280 thousand (€15,969,835 thousand) (current) €2,235,725 thousand (€1,717,935 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);
| 30 June 2018 | 31 December 2017 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Term | ||||||||||
| €000 | 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) | 12,655,055 12,494,728 | 1,756,534 10,738,194 | 3,849,216 6,888,978 12,534,212 12,480,591 1,118,502 11,362,089 | |||||||
| Bank borrowings | 4,114,619 | 4,074,752 | 223,575 | 3,851,177 | 1,770,831 2,080,346 | 4,032,622 | 4,021,277 | 226,132 | 3,795,145 | |
| Other borrowings | 308,254 | 295,873 | 69,459 | 226,414 | 206,465 | 19,949 | 323,526 | 309,148 | 92,789 | 216,359 |
| Medium/long-term borrowings (1) (2) | 4,422,873 4,370,625 | 293,034 4,077,591 | 1,977,296 2,100,295 4,356,148 4,330,425 | 318,921 4,011,504 | ||||||
| Derivative liabilities (3) | 612,189 | - | 612,189 | 143,929 | 468,260 | 565,575 | - | 565,575 | ||
| Accrued expenses on medium/long-term financial liabilities (1) |
182,802 | 182,802 | - | - | - | 276,722 | 276,722 | - | ||
| Other financial liabilities | 38,661 | 3,355 | 35,306 | 18 | 35,288 | 34,457 | 3,790 | 30,667 | ||
| Other medium/long-term financial liabilities | 221,463 | 186,157 | 35,306 | 18 | 35,288 | 311,179 | 280,512 | 30,667 | ||
| Total | 17,699,005 | 2,235,725 15,463,280 | 5,970,459 9,492,821 | 17,687,770 1,717,935 15,969,835 | ||||||
(1) These instruments are held within a hold to collect business model and, as such, are measured at amortised cost.
(2) Further details of hedged financial liabilities are provided in note 9.2.
(3) Financial instruments classified as hedging derivatives in accordance with IFRS 9 and in level 2 of the fair value hierarchy. Further details are provided in note 9.2.
b) type of interest rate, maturity and fair value at the end of the period;
| 30 June 2018 | 31 December 2017 | ||||
|---|---|---|---|---|---|
| Carrying | Fair | Carrying | Fair | ||
| €000 | Maturity | amount (1) | value (2) | amount (1) | value (2) |
| Bond issues | |||||
| - listed fixed rate | from 2018 to 2038 | 11,926,179 | 12,666,738 | 11,917,798 | 13,092,648 |
| - listed floating rate | from 2018 to 2023 | 511,387 | 522,266 | 498,348 | 538,957 |
| - unlisted floating rate | 57,162 | 64,099 | 64,445 | 73,611 | |
| 12,494,728 | 13,253,103 | 12,480,591 | 13,705,216 | ||
| (1) The amounts shown in the table for bond issues include both the non-current and current portions. | |||||
| Bank borrowings | |||||
| - fixed rate | from 2018 to 2036 | 1,639,142 | 1,810,389 | 1,694,412 | 1,947,528 |
| - floating rate | from 2018 to 2031 | 2,435,610 | 2,472,094 | 2,326,865 | 2,358,420 |
| 4,074,752 | 4,282,483 | 4,021,277 | 4,305,948 | ||
| Other borrowings | |||||
| - floating rate | 2018 | 5,379 | 5,379 | 6,024 | 6,024 |
| - non-interest bearing | from 2019 to 2020 | 290,494 | 290,494 | 303,124 | 303,124 |
| 295,873 | 295,873 | 309,148 | 309,148 | ||
| Medium/long-term borrowings | 4,370,625 | 4,578,356 | 4,330,425 | 4,615,096 | |
| Derivative liabilities | 612,189 | 612,189 | 565,575 | 565,575 | |
| Accrued expenses on medium/long-term | |||||
| financial liabilities | 182,802 | 182,802 | 276,722 | 276,722 | |
| Other financial liabilities | 38,661 | 38,661 | 34,457 | 34,457 | |
| Other medium/long-term financial | |||||
| liabilities | 221,463 | 221,463 | 311,179 | 311,179 | |
| Total | 17,699,005 | 18,665,111 | 17,687,770 | 19,197,067 |
(1) The amounts shown in the table for medium/long-term financial liabilities include both the non-current and current
(2) The fair value shown is classified in level 2 of the fair value hierarchy.
c) a comparison of the face value of bond issues and medium/long-term borrowings and the related carrying amount, by issue currency, showing the respective average and effective interest rates;
| 30 JUNE 2018 | 31 DECEMBER 2017 | |||||
|---|---|---|---|---|---|---|
| €000 | FACE VALUE | CARRYING AMOUNT |
AVERAGE INTEREST RATE APPLIED TO 30 JUNE 2018 ( 1) |
EFFECTIVE INTEREST RATE AS AT 30 JUNE 20178 |
FACE VALUE | CARRYING AMOUNT |
| Euro (EUR) | 14,714,598 | 14,672,248 | 2.92% | 3.12% | 14,578,793 | 14,554,210 |
| Chilean peso (CLP) / Unidad de fomento (UF) | 830,730 | 852,069 | 4.86% | 4.83% | 882,457 | 906,870 |
| Sterling (GBP) | 750,000 | 512,333 | 6.02% | 2.20% | 750,000 | 503,537 |
| Brazilian real (BRL) | 574,464 | 568,548 | 7.31% | 7.87% | 451,520 | 574,130 |
| Yen (JPY) | 149,176 | 201,615 | 5.31% | 3.39% | 149,176 | 195,537 |
| Polish zloty (PLN) | 47,351 | 46,931 | 3.95% | 8.89% | 67,503 | 65,821 |
| US dollar (USD) | 11,609 | 11,609 | 5.13% | 5.13% | 10,911 | 10,911 |
| Total | 17,077,928 16,865,353 | 3.33% | 16,890,360 16,811,016 |
(1) This figure includes the impact of interest and foreign currency hedges.
| €000 | CARRYING AMOUNT AS AT 31 DECEMBER 2017 NEW BORROWINGS REPAYMENTS |
CURRENCY TRANSLATION DIFFERENCES AND OTHER CHANGES |
CARRYING AMOUNT AS AT 30 JUNE 2018 |
||
|---|---|---|---|---|---|
| Bond issues | 12,480,591 | 93,116 | -37,291 | -41,688 | 12,494,728 |
| Bank borrowings | 4,021,277 | 201,046 | -95,861 | -51,710 | 4,074,752 |
| Other borrowings | 309,148 | 179 | -14,201 | 747 | 295,873 |
| Total | 16,811,016 | 294,341 | -147,353 | -92,651 | 16,865,353 |
d) movements during the period in the carrying amounts of outstanding bond issues and medium/longterm borrowings.
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), which are classified as cash flow hedges or fair value hedges pursuant to IFRS 9. The fair value of the hedging instruments as at 30 June 2018 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.
Bond issues
(non-current) €10,738,194 thousand (€11,362,089) (current) €1,756,534 thousand (€1,118,502 thousand)
The item principally refers to: i) bonds issued by Atlantia, totalling €1,732,917 thousand, ii)retail bonds issued by, totalling €997,594 thousand, maturing in 2018, iii) bonds issued by Autostrade per l'Italia, including the issues transferred to the subsidiary as a result of the issuer substitution, totalling €7,955,957 thousand, iv) bonds issued by Aeroporti di Roma, totalling €862,927 thousand, and v) bonds issued by the Chilean and Brazilian subsidiaries, totalling €945,333 thousand. The overall increase of €14,137 thousand essentially reflects:
a) a new issue by the subsidiary, Triangulo do Sol, in June 2018, totalling €93,116 thousand;
b) a reduction of €65,332 thousand, reflecting the fall in the value of the Brazilian real against the euro.
Medium/long-term borrowings (non-current) €4,077,591 thousand (€4,011,504 thousand) (current) €293,034 thousand (€318,921 thousand)
The balance of this item, amounting to €4,370,625 thousand, including the current and non-current portions, is up €40,200 thousand compared with 31 December 2017 (€4,330,425 thousand). This essentially reflects new borrowings, primarily bank borrowings at Telepass SpA (€200,000 thousand), partially offset by repayments (€60,896 thousand) by Autostrade per l'Italia and Stalexport Autostrady (€4,747 thousand), in addition to a reduction in the debt of the Chilean subsidiaries, essentially due to repayments during the period and the fall in the value of the Chilean peso against the euro.
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:
- a) as regards Autostrade per l'Italia, the loan agreements with Cassa Depositi e Prestiti (totalling €754,917 thousand as at 30 June 2018) require compliance with a minimum threshold for "Operating Cash Flow available for Debt Service/Debt Service" (DSCR);
- b) as regards Aeroporti di Roma, the company's revolving line of credit requires compliance with a maximum leverage ratio (based on the long-term rating assigned to Aeroporti di Roma by the relevant rating agencies) and a minimum Debt Service Coverage Ratio (DSCR). The medium/long-term loan agreements financing the 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 companies' assets and receivables in favour of their creditors.
Non-current derivative liabilities (non-current) €612,189 thousand (€565,575 thousand) (current) - (-)
This item represents fair value losses on outstanding derivatives as at 30 June 2018 and primarily includes:
a) fair value losses (€416,032 thousand) on Cross Currency Swap (CCS), linked to both derivative instruments classified as cash flow hedges in accordance with IFRS 9, and to those not qualifying for the application of hedge accounting, hedging the foreign currency and interest rate risk on medium/long-term bonds issued by the Group and denominated in pounds sterling (£500 million) and Japanese yen (¥20 billion) and having a total value in euros of €284,310 thousand, and to derivatives entered into by Aeroporti di Roma not qualifying for the application of hedge
accounting (with a total value of €131,722 thousand) to hedge the notes with a par value of £215 million issued by Romulus Finance, 99.87% of which were repurchased by Atlantia in 2015.
b) fair value losses (€190,221 thousand) on Interest Rate Swaps (IRSs), classified as cash flow hedges or that do not qualify for hedge accounting under IFRS 9, entered into by certain Group companies to hedge interest rate risk on their existing non-current financial liabilities and those that are highly likely to be assumed in the future.
Further details of derivative financial instruments entered into by Group companies for hedging purposes are contained in note 9.2.
Other medium/long-term financial liabilities (non-current) €35,306 thousand (€30,667 thousand) (current) €186,157 thousand (€280,512 thousand)
The balance of this item, including the current and non-current portions, is down €89,716 thousand. This primarily reflects a reduction in accrued expenses payable, following the payment of accrued interest on bonds issued by the subsidiary, Autostrade per l'Italia.
SHORT-TERM FINANCIAL LIABILITIES €443,214 thousand (€535,901 thousand)
The composition of short-term financial liabilities is shown below.
| €000 | 30 June 2018 | 31 December 2017 |
|---|---|---|
| Bank overdrafts repayable on demand | 29,070 | 17,813 |
| Short-term borrowings | 334,821 | 430,086 |
| Derivative liabilities (1) | 6,006 | 14,372 |
| Other current financial liabilities | 73,317 | 73,630 |
| Short-term financial liabilities | 443,214 | 535,901 |
(1) These liabilities primarily include derivative instruments that classify as non-hedge accounting and in level 2 of the fair value hierarchy.
The reduction of €92,687 thousand compared with 31 December 2017 is due primarily to Atlantia's repayment of short-term current account overdrafts, totalling €100,000 thousand.
The balance also includes fair value losses (€563 thousand) on certain interest rate floors, embedded within certain borrowings, as well as fair value losses on Deal Contingent Hedges with a notional value of €750,000 thousand, hedging the acquisition financing obtained in relation to the Offer for Abertis and classified as non-hedge accounting in accordance with IFRS 9.
Further details of derivative financial instruments entered into by the Group companies for hedging purposes are contained in note 9.2.
NET DEBT IN COMPLIANCE WITH ESMA RECOMMENDATION OF 20 MARCH 2013
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 | 30 June 2018 |
OF W HIC H R ELA TED PA R TY TR A N SA C TION S |
31 December 2017 | OF W HIC H R ELA TED PA R TR A N SA C TION |
|---|---|---|---|---|---|
| Cash Cash equivalents |
-4,400 -367 |
-4,840 -784 |
|||
| Cash and cash equivalents related to discontinued operations | - 6 |
- 7 |
|||
| Cash and cash equi val ents (A) |
-4,773 | -5,631 | |||
| assets ( 1 ) (B) Current fi nanci al |
7.4 | -762 | -781 | ||
| Bank overdrafts repayable on demand | 29 | 18 | |||
| Current portion of medium/long-term financial liabilities | 2,236 | 1,718 | |||
| Other financial liabilities | 414 | 518 | |||
| Current fi nanci al l i abi l i ti es (C) |
7.15 | 2,679 | 2,254 | ||
| Current net debt (D=A+B+C) | -2,856 | -4,158 | |||
| Bond issues | 10,738 | 11,362 | |||
| Medium/long-term borrowings | 4,078 | 4,012 | |||
| Other non-current financial liabilities | 647 | 596 | |||
| Non-current fi nanci al l i abi l i ti es (E) |
7.15 | 15,463 | 15,970 | ||
| (Net funds) / Net debt as defi ned by ESMA recommendati on (F =D+E) |
12,607 | 11,812 | |||
| Non-current fi nanci al assets (G) |
7.4 | -2,263 | -22 | -2,316 | |
| Net debt (H=F +G) |
10,344 | 9,496 | |||
| (1) Includes financial assets held for sale or related to discontinued operations. | |||||
| Other non-current liabilities €110,127 thousand (€108,052 thousand) |
|||||
| €000 | 30 June 2018 | 31 December 2017 | |||
| Accrued expenses of a non-trading nature | 35,752 | 37,078 | |||
| 7.16 The balance is substantially in line with 31 December 2017. The following table shows a breakdown of this item. Liabilities deriving from contractual obligations |
43,544 | 40,759 | |||
| Amounts payable to grantors | 2,593 | 3,840 | |||
| Payable to staff | 14,159 | 17,822 | |||
| Taxation other than income taxes | 136 | 359 | |||
| Social security contributions payable | 2,162 | ||||
| Other payables | 11,781 | 2,042 6,152 |
7.16 Other non-current liabilities €110,127 thousand (€108,052 thousand)
| €000 | 30 June 2018 | 31 December 2017 |
|---|---|---|
| Accrued expenses of a non-trading nature | 35,752 | 37,078 |
| Liabilities deriving from contractual obligations | 43,544 | 40,759 |
| Amounts payable to grantors | 2,593 | 3,840 |
| Payable to staff | 14,159 | 17,822 |
| Taxation other than income taxes | 136 | 359 |
| Social security contributions payable | 2,162 | 2,042 |
| Other payables | 11,781 | 6,152 |
| Other non-current liabilities | 110,127 | 108,052 |
€1,563,726 thousand (€1,583,415 thousand)
An analysis of trading liabilities is shown below.
| €000 | 30 June 2018 | 31 December 2017 |
|---|---|---|
| Contract liabilities | 2,083 | 1,642 |
| Amounts payable to suppliers | 676,604 | 819,533 |
| Payable to operators of interconnecting motorways | 749,134 | 664,960 |
| Tolls in the process of settlement | 95,939 | 77,032 |
| Accrued expenses, deferred income and other trading liabilities |
39,966 | 20,248 |
| Trade payables | 1,561,643 | 1,581,773 |
| Trading liabilities | 1,563,726 | 1,583,415 |
The reduction of €19,689 thousand essentially reflects a combination of the following:
- a) a reduction in amounts payable to suppliers (€142,929 thousand), essentially reflecting the performance of investment (a reduction in investment in the motorway network in the first half of 2018, compared with the second half of 2017);
- b) an increase in amounts payable to the operators of interconnecting motorways (€84,174 thousand) and in tolls in the process of settlement (€18,907 thousand), essentially linked to an increase in toll revenue attributable to third-party operators, in line with standard payment periods;
- c) an increase of €19,718 thousand in accrued expenses, deferred income and other trading liabilities, essentially due to the advance billing of Viacard membership fees by Telepass.
7.18 Other current liabilities €660,961 thousand (€633,803 thousand)
The following table shows a breakdown of this item.
| €000 | 30 June 2018 | 31 December 2017 |
|---|---|---|
| Taxation other than income taxes | 203,332 | 164,503 |
| Concession fees payable | 63,265 | 112,825 |
| Payable to staff | 103,546 | 91,935 |
| Social security contributions payable | 70,205 | 55,908 |
| Guarantee deposits from users who pay by direct debit | 46,124 | 46,412 |
| Amounts payable to public entities | 2,651 | 5,924 |
| Amounts payable for expropriations | 11,046 | 9,587 |
| Other payables | 160,792 | 146,709 |
| Other current liabilities | 660,961 | 633,803 |
The overall increase of €27,158 thousand is primarily due to a combination of the following:
a) an increase of €38,829 thousand in amounts payable in the form of taxation other than income taxes, primarily linked to VAT payable, which was paid in July 2018;
3. Condensed consolidated interim financial statements
- b) an increase of €25,908 thousand in amounts payable to staff and in social security contributions payable, essentially linked to accrued thirteenth-month pay to be paid by the end of the year;
- c) a reduction of €49,560 thousand in concession fees payable, reflecting payments during the first half of 2018, primarily by Autostrade per l'Italia.
8. NOTES TO THE CONSOLIDATION INCOME STATEMENT
This section contains analyses of the most important consolidated income statement items. Negative components of the income statement are indicated with a minus sign in the headings and tables in the notes, whilst amounts for the first half of 2017 are shown in brackets.
Details of amounts in the consolidated income statement deriving from related party transactions are provided in note 10.5.
8.1 Toll revenue €2,025,813 thousand (€1,993,576 thousand)
Toll revenue of €2,025,813 thousand is up €32,237 thousand (2%) on the first half of 2018 (€1,993,576 thousand). After stripping out the impact of exchange rate movements, which had a negative impact of €28,773 thousand, toll revenue is up €61,010 thousand, primarily as a result of the following:
- a) traffic growth on the Italian network (0.6%), boosting revenue by an estimated €16 million, after taking into account the positive impact of the different traffic mix, and the application of annual toll increases for 2018 on the Italian network (up €25 million, primarily reflecting a 1.08% increase applied by Autostrade per l'Italia from 1 January 2018);
- b) an improved contribution from overseas operators (up €17 million), linked to the application of toll increases on the overseas network and traffic growth registered by the Group's operators in Chile (5.0%) and Poland (5.2%).
8.2 Aviation revenue €387,328 thousand (€369,524 thousand)
Aviation revenue of €387,328 thousand is up €17,804 thousand (5%) on the first half of 2017 (€369,524 thousand), primarily reflecting an increase in non-aviation revenue at Aeroporti di Roma and at the Aéroports de la Côte d'Azur group.
| €000 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Airport fees | 276,684 | 268,529 | 8,155 |
| Centralised infrastructure | 11,453 | 11,546 | -93 |
| Security services | 75,845 | 71,407 | 4,438 |
| Other | 23,346 | 18,042 | 5,304 |
| Aviation revenue | 387,328 | 369,524 | 17,804 |
8.3 Revenue from construction services €158,091 thousand (€212,956 thousand)
An analysis of revenue from construction services is shown below.
| €000 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Revenue from construction services for which additional economic benefits are received | 147,395 | 181,440 | -34,045 |
| Revenue from investment in financial concession rights | 10,696 | 31,153 | -20,457 |
| Revenue from construction services provided by sub-operators | - | 363 | -363 |
| Revenue from construction services | 158,091 | 212,956 | -54,865 |
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 period.
Revenue from construction services performed during the period is down €54,865 thousand on the first half of 2017, reflecting a decrease of €34,045 thousand in construction services for which additional benefits are received, mainly attributable to Aeroporti di Roma and certain overseas motorway operators. In the first half of 2018, the Group carried out additional construction services for which no additional benefits are received, amounting to €147,395 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 8.10.
Details of total investment in assets held under concession during the period are provided in note 7.2.
8.4 Other revenue €490,475 (€468,185)
An analysis of other revenue is provided below.
| €000 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Revenue from sub-concessions | 226,919 | 216,647 | 10,272 |
| Revenue from Telepass and Viacard fees | 81,270 | 74,044 | 7,226 |
| Maintenance revenue | 20,786 | 20,571 | 215 |
| Other revenue from motorway operation | 18,166 | 20,742 | -2,576 |
| Damages and compensation | 16,916 | 15,789 | 1,127 |
| Revenue from products related to the airport business | 27,764 | 26,621 | 1,143 |
| Refunds | 17,824 | 13,851 | 3,973 |
| Revenue from the sale of technology devices and services | 11,625 | 8,913 | 2,712 |
| Advertising revenue | 2,054 | 2,015 | 3 9 |
| Other income | 67,151 | 68,992 | -1,841 |
| Other revenue | 490,475 | 468,185 | 22,290 |
Other revenue of €490,475 thousand is up €22,290 thousand on the first half of 2017 (€468,185 thousand). This reflects an increase in non-aviation revenue at Aeroporti di Roma and ACA, amounting to €10,272 thousand, and increased revenue at Telepass.
8.5 Raw and consumable materials -€159,083 thousand (-€153,082 thousand)
The cost of raw and consumable materials totals €159,083 thousand, an increase of €6,001 thousand compared with the first half of 2017 (€153,082 thousand). This broadly reflects a combination of the following:
- a) an increase of €20,549 thousand in the cost of other raw and consumable materials, primarily due to the increased costs incurred by Autostrade per l'Italia as a result of the start of work on the Gronda di Genova (the Genoa Bypass);
- b) an increase of €7,212 thousand in the cost of electrical and electronic materials;
- c) a reduction of €21,037 thousand in the cost of construction materials, primarily due to the reduced volume of work carried out by Pavimental in the first half of 2018, compared with the same period of 2017.
| €000 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Construction materials | -69,295 | -90,332 | 21,037 |
| Electrical and electronic materials | -14,497 | -7,285 | -7,212 |
| Lubricants and fuel | -15,631 | -19,692 | 4,061 |
| Other raw and consumable materials | -61,794 | -41,245 | -20,549 |
| Cost of materials | -161,217 | -158,554 | -2,663 |
| Change in inventories of raw, ancillary and consumable materials and goods for resale |
1,455 | 3,595 | -2,140 |
| Capitalised cost of raw materials | 679 | 1,877 | -1,198 |
| Raw and consumable materials | -159,083 | -153,082 | -6,001 |
8.6 Service costs -€540,035 thousand (-€579,688 thousand)
An analysis of service costs is provided below.
| €000 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Construction and similar | -252,653 | -308,168 | 55,515 |
| Professional services | -84,390 | -78,519 | -5,871 |
| Transport and similar | -32,858 | -31,617 | -1,241 |
| Utilities | -24,511 | -24,927 | 416 |
| Insurance | -18,600 | -17,028 | -1,572 |
| Statutory Auditors' fees | -800 | -734 | -66 |
| Other services | -126,585 | -121,945 | -4,640 |
| Gross service costs | -540,397 | -582,938 | 42,541 |
| Capitalised service costs for assets other than concession assets | 362 | 3,250 | -2,888 |
| Service costs | -540,035 | -579,688 | 39,653 |
Service costs are down €39,653 thousand in the first half of 2018, compared with the same period of 2017. The change mainly reflects a combination of a reduction in construction and similar services of €55,515 thousand, reflecting the reduced volume of investment in assets held under concession, and an overall increase in the cost of professional and other services, amounting to €10,511 thousand, as a result of the design work carried out by Spea Engineering in relation to the Gronda di Genova project.
8.7 Staff costs -€497,142 thousand (-€497,662 thousand)
An analysis of staff costs is shown below.
| €000 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Wages and salaries | -346,727 | -347,006 | 279 |
| Social security contributions | -103,116 | -100,673 | -2,443 |
| Payments to supplementary pension funds, INPS and post-employment benefits |
-17,997 | -18,643 | 646 |
| Directors' remuneration | -2,998 | -3,617 | 619 |
| Other staff costs | -27,477 | -33,000 | 5,523 |
| Gross staff costs | -498,315 | -502,939 | 4,624 |
| Capitalised staff costs for assets other than concession assets | 1,173 | 5,277 | -4,104 |
| Staff costs | -497,142 | -497,662 | 520 |
Staff costs are broadly in line with the figure for the first half of 2017.
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 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Senior managers | 292 | 288 | 4 |
| Middle managers and administrative staff |
8,113 | 8,100 | 1 3 |
| Toll collectors | 2,993 | 3,055 | -62 |
| Manual workers | 4,314 | 4,315 | -1 |
| Total | 15,712 | 15,758 | -46 |
8.8 Other operating costs -€300,241 thousand (-€292,364 thousand)
Other operating costs in the first half of 2018, analysed in the following table, are broadly in line with the figure for the same period of the previous year.
| €000 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Concession fees | -247,454 | -243,578 | -3,876 |
| Lease expense | -10,880 | -11,369 | 489 |
| Grants and donations | -12,828 | -13,287 | 459 |
| Direct and indirect taxes | -19,316 | -18,541 | -775 |
| Other | -9,763 | -5,589 | -4,174 |
| Other operating costs | -41,907 | -37,417 | -4,490 |
| Other costs | -300,241 | -292,364 | -7,877 |
8.9 Operating change in provisions -€7,759 thousand (-€11,505 thousand)
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 negative balance of €7,759 thousand reflects a combination of the following:
- a) the net negative change in the provisions for the refurbishment of airport infrastructure, amounting to €80,027 thousand, primarily due to provisions made during the period following an updated estimate of the present value of airport refurbishment work to be carried out by ACA in the future;
- b) the net positive change in the provisions for the repair of motorway infrastructure, amounting to €79,452 thousand, linked primarily to an updated estimate of the value of the work to be carried out by Autostrade per l'Italia;
- c) other provisions of €7,184 thousand.
8.10 Use of provisions for construction services required by contract €147,400 thousand (€174,897 thousand)
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 period, net of 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 €27,497 thousand is essentially 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.
8.11 (Impairment losses) and reversals of impairment losses -€537 thousand (-€7,964 thousand)
The figure for the first half of 2018 essentially regards the impairment of trade receivables arising in past years, reflecting the risk of partial non-collection.
- Condensed consolidated interim financial statements
8.12 Financial income/(expenses)
-€262,804 thousand (-€231,572 thousand)
Financial income €186,587 thousand (€186,029 thousand) Financial expenses -€462,949 thousand (–€429,024 thousand) Foreign exchange gains/(losses) €13,558 thousand (€11,243 thousand)
An analysis of financial income and expenses is shown below.
| €000 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Financial income accounted for as an increase in financial assets deriving from concession rights and government grants |
37,467 | 36,866 | 601 |
| Dividends received from investees | 4,189 | 3,569 | 620 |
| Income from derivative financial instruments | 62,200 | 49,078 | 13,122 |
| Financial income accounted for as an increase in financial assets | 25,526 | 41,760 | -16,234 |
| Interest and fees receivable on bank and post office deposits | 8,183 | 12,755 | -4,572 |
| Other | 49,022 | 42,001 | 7,021 |
| Other financial income | 144,931 | 145,594 | -663 |
| Total financial income (a) | 186,587 | 186,029 | 558 |
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-22,234 | -21,650 | -584 |
| Interest on bonds | -226,966 | -237,282 | 10,316 |
| Losses on derivative financial instruments | -80,074 | -64,201 | -15,873 |
| Interest on medium/long-term borrowings | -49,071 | -53,143 | 4,072 |
| Interest expense accounted for as an increase in financial liabilities | -7,386 | -5,158 | -2,228 |
| Impairment losses on investments accounted for at cost or fair value and non-current financial assets | -33 | -4,001 | 3,968 |
| Interest and fees payable on bank and post office deposits | -1,013 | -951 | -62 |
| Other | -76,172 | -42,638 | -33,534 |
| Other financial expenses | -440,715 | -407,374 | -33,341 |
| Total financial expenses (b) | -462,949 | -429,024 | -33,925 |
| Foreign exchange gains/(losses) (c) | 13,558 | 11,243 | 2,315 |
| Financial income/(expenses) (a+b+c) | -262,804 | -231,752 | -31,052 |
Net other financial expenses, totalling €295,784 thousand, are up €34,004 thousand compared with the first half of 2017 (€261,780 thousand).
The increase essentially reflects the following:
- a) recognition, in the first half of 2018, of €24,392 thousand in financial expenses, linked primarily to the fees payable on the acquisition financing obtained in relation to the tender offer for Abertis;
- b) an increase in financial expenses of €10,667 thousand, primarily linked to financial expenses on bonds issued in 2017, having a par value of €750,000 thousand (maturing in 2025 and paying coupon interest of 1.625%) and €1,000,000 thousand (maturing in July 2027 and paying coupon interest of 1.875%), under the Company's €10 billion Euro Medium Term Note Programme finalised in November 2017.
8.13 Share of profit/(loss) of investees accounted for using the equity method -€2,392 thousand (-€1,679 thousand)
The "Share of profit/(loss) of investees accounted for using the equity method" for the period amounts to a loss of €2,392 thousand. This reflects the Group's share of the profit or loss of its associates and joint ventures.
8.14 Income tax expense -€256,928 thousand (-€329,486 thousand)
A comparison of the tax charges for the two comparative periods is shown below.
| €000 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| IRES | -153,971 | -192,506 | 38,535 |
| IRAP | -43,496 | -40,322 | -3,174 |
| Income taxes attributable to foreign operations | -51,261 | -42,139 | -9,122 |
| Current tax benefit of tax loss carry-forwards | 4,387 | 1,368 | 3,019 |
| Current tax expense | -244,341 | -273,599 | 29,258 |
| Recovery of previous years' income taxes | 8,742 | 3,734 | 5,008 |
| Previous years' income taxes | -378 | -2,449 | 2,071 |
| Differences on current tax expense for previous years | 8,364 | 1,285 | 7,079 |
| Provisions | 61,019 | 62,515 | -1,496 |
| Releases | -131,333 | -147,916 | 16,583 |
| Changes in prior year estimates | -12 | -2,968 | 2,956 |
| Deferred tax income | -70,326 | -88,369 | 18,043 |
| Provisions | -30,195 | -33,060 | 2,865 |
| Releases | 79,575 | 63,918 | 15,657 |
| Changes in prior year estimates | -5 | 339 | -344 |
| Deferred tax expense | 49,375 | 31,197 | 18,178 |
| Deferred tax income/(expense) | -20,951 | -57,172 | 36,221 |
| Income tax (expense)/benefit | -256,928 | -329,486 | 72,558 |
Income tax expense amounts to €256,928 thousand and is down €72,558 thousand compared with the first half of 2017 (€329,486 thousand). The reduction in tax expense compared with the comparative period is essentially due to recognition, in the first half of 2017, of the estimated tax expense of €45,361 thousand on Autostrade per l'Italia's distribution of a special dividend in kind and of available equity reserves to Atlantia.
8.15 Profit/(Loss) from discontinued operations €188 thousand (-€881 thousand)
An analysis of the net profit/(loss) from discontinued operations for the two comparative periods is shown below.
| €000 | H1 2018 | H1 2017 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Operating costs | -134 | - | -134 |
| Financial income | 322 | - | 322 |
| Tax benefit/(expense) | - | -881 | 881 |
| Contribution to net profit from discontinued operations | 188 | -881 | 1,069 |
| Profit/(Loss) from discontinued operations | 188 | -881 | 1,069 |
8.16 Earnings per share
The following table shows the calculation of basic and diluted earnings per share for the two comparative periods.
| H1 2018 | H1 2017 | ||
|---|---|---|---|
| Weighted average number of shares outstanding | 825,783,990 | 825,783,990 | |
| Weighted average number of treasury shares in portfolio | -7,938,269 | -8,104,973 | |
| Weighted average of shares outstanding for | |||
| calculation of basic earnings per share | 817,845,721 | 817,679,017 | |
| Weighted average number of diluted shares held | |||
| held under share-based incentive plans | 135,725 | 719,836 | |
| Weighted average of all shares outstanding for | |||
| calculation of diluted earnings per share | 817,981,446 | 818,398,853 | |
| Profit for the year attributable to owners of the parent (€000) | 531,074 | 520,252 | |
| Basic earnings per share (€) | 0.65 | 0.64 | |
| Diluted earnings per share (€) | 0.65 | 0.64 | |
| Profit from continuing operations attributable to owners of the parent (€000) | 530,958 | 521,133 | |
| Basic earnings per share from continuing operations (€) | 0.65 | 0.64 | |
| Diluted earnings per share from continuing operations (€) | 0.65 | 0.64 | |
| Profit from discontinued operations attributable to owners of the parent (€000) | 116 | -881 | |
| Basic earnings/(losses) per share from discontinued operations (€) | - | - | |
| Diluted earnings/(losses) per share from discontinued operations (€) | - | - |
9. OTHER FINANCIAL INFORMATION
9.1 Notes to the consolidated statement of cash flows
Consolidated cash flow in the first half of 2018, compared with the first half of 2017, is analysed below. The consolidated statement of cash flows is included in the "Consolidated financial statements". Cash flows during the first half of 2018 resulted in a decrease of €869,056 thousand in cash and cash equivalents, versus a net cash outflow of €443,374 thousand in the first half of 2017.
Operating activities generated cash flows of €1,254,679 thousand in the first half of 2018, up €41,016 thousand on the figure for the first half of 2017 (€1,213,663 thousand). The increase is attributable to an increase in operating cash flow of €50,641 thousand compared with the first half of 2017, essentially in relation to the reduction in tax expense compared with the comparative period, when additional tax was paid on Autostrade per l'Italia's distribution of a special dividend in kind and of available equity reserves to Atlantia.
Cash used in investing activities, totalling €1,458,918 thousand, reflects the following:
- a) the acquisition of a 100% interest in Aero I, which owns 15.49% of Getlink, for a total of €1,056,124 thousand;
- b) capital expenditure after the related government grants, totalling €338,101 thousand.
Net cash used in financing activities amounts to €641,661 thousand and essentially reflects the dividends paid to the Group's shareholders and to non-controlling shareholders, totalling €654,430 thousand. Net cash used in financing activities in the first half of 2017, totalling €1,080,967 thousand, essentially reflected the fact that repayments of financial liabilities and bonds exceeded new borrowings during the period.
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 H1 2018 H1 2017
| Net cash generated from/(used in) operating activities | -5 | -1 |
|---|---|---|
| Net cash generated from/(used in) investing activities | - | - |
| Net cash generated from/(used in) financing activities | - | - |
9.2 Financial risk management
The Atlantia Group's financial risk management objectives and policies
In the normal course of business, the Atlantia Group is exposed to:
- a) market risk, principally linked to the effect of movements in interest and foreign exchange rates on financial assets acquired and financial liabilities assumed;
- b) liquidity risk, with regard to ensuring the availability of sufficient financial resources to fund the Group's operating activities and repayment of the liabilities assumed;
- c) credit risk, linked to both ordinary trading relations and the likelihood of defaults by financial counterparties.
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.
Market risk
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:
- a) to protect the scenario forming the basis of the long-term business plan from the effect of exposure to currency and interest rate risks, identifying the best combination of fixed and floating rates;
- b) to pursue a potential reduction of the Group's borrowing costs within the risk limits determined by the Board of Directors;
- c) to manage derivative financial instruments taking account of their potential impact on the results of operations and financial position in relation to their classification and presentation.
The Group's hedges outstanding as at 30 June 2018 are classified, in accordance with IFRS 9, either as cash flow or fair value hedges, depending on the type of risk hedged.
As at 30 June 2018, the Group's portfolio also includes non-hedge accounting transactions, including the derivatives embedded in certain short-term borrowings obtained by Autostrade Meridionali and Pavimental, with a notional value of €278,532 thousand and fair value losses of €563 thousand.
Non-hedge accounting transactions also include Deal Contingent Hedges, linked to Atlantia's voluntary public tender offer for all of the issued shares of Abertis Infraestructuras SA. These have a total notional value of €750 million and fair value losses of €5,442 thousand as at 30 June 2018.
Further details are provided in note 7.15.
The residual average term to maturity of the Group's debt as at 30 June 2018 is approximately six years and two months. The average cost of medium to long-term debt for the first six months of 2018 was approximately 3.3% (3.1% for the companies operating in Italy, 4.9% for the Chilean companies and 7.3% for the Brazilian companies). Monitoring is, moreover, intended to assess, on a continuing basis, counterparty creditworthiness and the degree of risk concentration.
Interest rate risk
This risk is linked to uncertainty regarding the performance of interest rates and can result in:
- a) cash flow risk: linked to financial assets and liabilities 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. New Forward-Starting IRSs with a total notional value of €2,000 million were entered into by the Group in the first half of 2018. Fair value losses on these instruments amount to €40,983 thousand as at 30 June 2018, and they have a duration of 12 years and are subject to a weighted average fixed rate of approximately 1.136%, having been entered into to hedge highly likely future financial liabilities to be assumed by Atlantia through to 2019;
- b) fair value risk: the risk of losses deriving from an unexpected change in the value of the fixed rate financial assets and liabilities following an unfavourable shift in the market yield curve. As at 30 June 2018, the Group reports transactions classifiable as fair value hedges in accordance with IFRS 9, relating to IPCA x CDI Swaps entered into by the Brazilian companies, Triangulo do Sol and Rodovia das Colinas, with the aim of converting the real IPCA rate bonds issued 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. In addition, an Offset Swap transaction has been entered into to crystallise the fair value of the IPCA vs CDI Swaps at the Offset transaction date; the discounted value of the cash flows from the IPCA vs CDI derivatives as at 30 June 2018, net of the discounted value of the Offset Swaps, is negative and totals €4,236 thousand. For a complete view of the value of the instrument, it is necessary to take into account the accruals component resulting from the change in the notional component due to changes in the IPCAs and CDIs, amounting to approximately €43,569 thousand. When added to the fair value component, this results in a positive value for the instrument of approximately €39,333 thousand.
As a result of the hedges entered into, 88% of interest bearing debt is fixed rate.
Currency risk
Currency risk can result in the following types of exposure:
- a) economic exposure incurred through purchases and sales denominated in currencies other than the company's functional currency;
- b) translation exposure through equity investments in subsidiaries and associates whose financial statements are denominated in a currency other than the Group's functional currency;
- c) transaction exposure incurred by making deposits or obtaining loans in currencies other than the individual companies' functional currency.
The prime objective of the Group's currency risk management strategy is to minimise transaction exposure through the assumption of liabilities in currencies other than the Group's functional 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 (CCS) with notional values and maturities equal to those of the underlying financial liabilities. The sterling swaps qualify as cash flow hedges and tests have shown that they are fully effective. The yen swaps, whilst from an operational viewpoint hedging exposure to currency risk, do not meet all the formal requirements for classification as hedges under IFRS 9. As a result these swaps are classified, from an accounting point of view, as non-hedge accounting.
Following Atlantia's buyback of 99.87% of the sterling-denominated notes, amounting to £215 million, issued by Romulus Finance (the special purpose entity controlled by Aeroporti di Roma) in 2015, the Cross Currency Swaps, entered into by Atlantia and Aeroporti di Roma 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 (approximately 9%), the Group is effectively not exposed to currency risk on translation.
The following table summarises outstanding derivative financial instruments as at 30 June 2018 (compared with 31 December 2017) and shows the corresponding market and notional values of the hedged financial asset or liability.
| €000 | 30 June 2018 | 31 December 2017 | |||
|---|---|---|---|---|---|
| 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 | -258,106 | 750,000 | -260,459 | 750,000 |
| Interest Rate Swaps | Interest rate risk | -140,632 | 7,826,004 | -78,519 | 5,768,623 |
| Cash flow hedges | -398,738 | 8,576,004 | -338,978 | 6,518,623 | |
| Fair value hedges ( 1 ) |
|||||
| IPCA x CDI Swap (5) | Interest rate risk | -4,236 | 151,439 | 5,042 | 129,347 |
| Fair value hedges | -4,236 | 151,439 | 5,042 | 129,347 | |
| Non-hedge accounting derivatives ( 1 ) |
|||||
| Cross Currency Swaps | Currency and interest rate risk | -105,427 | 760,877 | -124,372 | 760,877 |
| Interest Rate Swaps (2) | Interest rate risk | -6,771 | 778,906 | -13,511 | 2,500,000 |
| FX Forwards (4) | Currency risk | 341 | 39,775 | 528 | 37,308 |
| Derivatives embedded in loans (3) | Interest rate risk | -563 | 278,532 | -860 | 278,532 |
| Non-hedge accounting derivatives | -112,420 | 1,858,090 | -138,215 | 3,576,717 | |
| Total derivatives of which |
-515,394 | 10,585,533 | -472,151 | 10,224,687 | |
| fair value (asset) | 102,801 | 107,796 | |||
| fair value (liability) | -618,195 | -579,947 |
(1) The fair value of derivatives 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 €750,000 in 2018 and €2,500,000 thousand in 2017, hedging the acquisition financing obtained in relation to the Tender Offer for Abertis.
(3) Floors in Pavimental's borrowing and embedded derivatives attributable to Autostrade Meridionali.
(4) Fair value, classified as short-term assets.
million and resulting in a total value of the instrument of €39 million. the effective value of these derivatives at the measurement date by the capitalised portion of the notional value of the IPCA and CDI swap, amounting to €45 (5) This amount represents the present value of future cash flows from the IPCA vs CDI and offset swaps at the measurement date; it is necessary to increase
Sensitivity analysis
Sensitivity analysis describes the impact that the interest rate and foreign exchange movements to which the Group is exposed would have had on the consolidated income statement for the first half of 2018 and on equity as at 30 June 2018. 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 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:
a) in terms of interest rate risk, an unexpected and unfavourable 0.10% shift in market interest rates would have resulted in a negative impact on the consolidated income statement for the first half of 2018, totalling €2,722 thousand, and on other comprehensive income for the same period, totalling €61,847 thousand, before the related taxation;
b) in terms of currency risk, an unexpected and unfavourable 10% shift in the exchange rate would have resulted in a negative impact on the consolidated income statement, totalling €11,416 thousand and on other comprehensive income, totalling €260,674 thousand, due respectively to the adverse effect on the overseas companies' after-tax results and changes in the foreign currency translation reserves.
Liquidity risk
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 30 June 2018, project debt allocated to specific overseas companies amounts to €1,479 million. At the same date the Group has estimated cash reserves of €7,349 million, after excluding the financing raised to fund the investment in Abertis Infraestructuras, consisting of:
- a) €4,655 million in investments in financial assets and cash maturing in the short term;
- b) €489 million in term deposits allocated primarily to part finance the execution of specific construction services and to service the debt of the Chilean companies;
- c) €2,205 million in undrawn committed lines of credit.
Details of drawn and undrawn committed lines of credit are shown below.
On 4 July 2018, Atlantia signed a new loan agreement, under which it has obtained a Revolving Facility of €1,250 million, with a bullet repayment in the third quarter of 2023. This facility is to be used for general corporate purposes.
| € M |
30 JUNE 2018 | |||||
|---|---|---|---|---|---|---|
| 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 Motorway 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 Loan 2018 | 23 Mar 2021 | 23 Mar 2021 | 200 | - | 200 |
| 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" | 13 Dec 2019 | 20 Sept 2031 | 150 | 40 | 110 |
| Aeroporti di Roma | Committed Revolving Facility | 11 Apr 2023 | 11 July 2023 | 250 | - | 250 |
| Aéroports de la Côte d'Azur | Medium/long-term committed EIB line 2014 "Airport Upgrade" | 30 Mar 2019 | 13 June 2036 | 100 | 50 | 50 |
| Li | nes of credi t |
3,050 | 845 | 2,205 |
Credit risk
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 about the allowance for bad debts for trade receivables are provided in note 7.7.
10. OTHER INFORMATION
10.1 Operating and geographical segments
Operating segments
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.
The composition of the Atlantia Group's operating segments as at 30 June 2018 is as follows:
- a) Italian motorways: this includes the Italian motorway operators (Autostrade per l'Italia, Autostrade Meridionali, Tangenziale di Napoli, Società Italiana per Azioni per il Traforo del Monte Bianco, Raccordo Autostradale Valle d'Aosta and Autostrada Tirrenica), whose core business consists of the management, maintenance, construction and widening of the related motorways operated under concession. This operating segment also includes companies (AD Moving, Giove Clear, Essediesse and Autostrade Tech) that provide support for the Italian motorway operators and that are subsidiaries of Autostrade per l'Italia;
- b) Overseas motorways: this includes the activities of the holders of motorway concessions in Brazil, Chile and Poland, and the companies that provide operational support for these operators and the related foreign-registered holding companies. In addition, this segment includes the Italian holding company, Autostrade dell'Atlantico, which holds investments in South America;
- c) Italian airports: this includes the airports business of Aeroporti di Roma, which holds the concession to operate and expand the airports of Rome Fiumicino and Rome Ciampino, and its subsidiaries;
- d) Overseas airports: this includes the airport operations of the companies controlled by Aéroports de la Côte d'Azur (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, in addition to Azzurra Aeroporti (ACA's parent);
- e) Atlantia and other activities: this segment includes:
- 1) the Parent Company, Atlantia;
- 2) the companies that produce and operate free-flow tolling systems, traffic and transport management systems and electronic payment systems. The most important companies in this segment are Telepass and Electronic Transaction Consultants;
- 3) the companies whose business is the design, construction and maintenance of infrastructure, essentially referring to Spea Engineering and Pavimental.
Following the transfer of Infoblu from Autostrade per l'Italia to Atlantia, this company is included in the "Atlantia and other activities" segment, also for the comparative period.
In addition, this segment also includes Aero I, the Luxembourg-registered investment vehicle that holds the 15.49% interest in Getlink.
A summary of the key performance indicators for each segment, identified in accordance with the requirements of IFRS 8, is shown below.
| H1 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| € M |
ITALIAN MOTORWAYS | OVERSEAS MOTORWAYS | ITALIAN AIRPORTS | OVERSEAS AIRPORTS | ATLANTIA AND OTHER ACTIVITIES |
CONSOLIDATION ADJUSTMENTS | UNALLOCATED ITEMS |
TOTAL CONSOLIDATED AMOUNTS |
| External revenue | 1,884 | 308 | 439 | 143 | 129 | - | - | 2,903 |
| Intersegment revenue (a) | 17 | - | - | - | 181 | -198 | - | |
| Total operating revenue (b) | 1,901 | 308 | 439 | 143 | 310 | -198 | - | 2,903 |
| EBITDA (c) | 1,193 | 205 | 266 | 6 1 |
1 8 |
- | - | 1,743 |
| Amortisation, depreciation, impairment losses and reversals of impairment losses |
-565 | -565 | ||||||
| Provisions and other adjustments | -41 | -41 | ||||||
| EBIT (d) | 1,137 | |||||||
| Financial income/(expenses) | -262 | -262 | ||||||
| Profit/(Loss) before tax from continuing operations |
875 | |||||||
| Income tax (expense)/benefit | -257 | -257 | ||||||
| Profit/(Loss) from continuing operations | 618 | |||||||
| Profit/(Loss) from discontinued operations | - | |||||||
| Profit for the period | 618 | |||||||
| Operating cash flow (e) | 821 | 192 | 202 | 4 4 |
4 | - | - | 1,263 |
| Capital expenditure (f) | 207 | 2 7 |
8 6 |
2 5 |
1 8 |
1 4 |
- | 377 |
| H1 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|
| € M |
ITALIAN MOTORWAYS | OVERSEAS MOTORWAYS | ITALIAN AIRPORTS(1) |
OVERSEAS AIRPORTS(2) |
ATLANTIA AND OTHER ACTIVITIES |
CONSOLIDATION ADJUSTMENTS | UNALLOCATED ITEMS |
TOTAL CONSOLIDATED AMOUNTS |
| External revenue | 1,842 | 316 | 425 | 127 | 122 | - - |
2,832 | |
| Intersegment revenue (a) | 17 | - | - | - 236 |
-253 | - | ||
| Total operating revenue (b) | 1,859 | 316 | 425 | 127 | 358 | -253 | - | 2,832 |
| EBITDA (c) | 1,149 | 242 | 257 | 5 1 |
3 7 |
- | - | 1,736 |
| Amortisation, depreciation, impairment losses | ||||||||
| and reversals of impairment losses | -551 | -551 | ||||||
| Provisions and other adjustments | -37 | -37 | ||||||
| EBIT (d) | 1,148 | |||||||
| Financial income/(expenses) | -232 | -232 | ||||||
| Profit/(Loss) before tax from continuing | ||||||||
| operations | 916 | |||||||
| Income tax (expense)/benefit | -329 | -329 | ||||||
| Profit/(Loss) from continuing operations | 587 | |||||||
| Profit/(Loss) from discontinued operations | -1 | |||||||
| Profit for the period | 586 | |||||||
| Operating cash flow (e) | 770 | 202 | 196 | 3 8 |
7 | - | - | 1,213 |
| Capital expenditure (f) | 243 | 8 7 |
105 | 1 8 |
3 4 |
- 1 |
- | 486 |
(1) Application of the new accounting standard, IFRS 15 - Revenue from Contracts with Customers, from 1 January 2018, has resulted in the different classification of certain types of contract in operating revenue and costs. In particular, operating revenue and costs attributable to the "Italian airports" segment have been reduced by €3m, with EBITDA remaining unchanged. (2) The ACA group's figures for the first half of 2017 have been restated with respect to the published amounts, as described in greater detail in the introduction to the section, "Group financial review".
The following should be noted with regard to the operating segment information presented in the above tables:
- a) intersegment revenue regards intragroup transactions between companies in different operating segments. They relate primarily to the design and construction of infrastructure carried out by Pavimental and Spea Engineering for the Group's Italian operators;
- b) total operating revenue does not include the balance of revenue from construction services, totalling €158 million for the first half of 2018 and €213 million for the first half of 2017;
- c) EBITDA is calculated by deducting all operating costs, with the exception of amortisation, depreciation, impairment losses on assets and reversals of impairment losses, provisions and other adjustments, from operating revenue;
- d) EBIT is calculated by deducting amortisation, depreciation, impairment losses on assets and reversals of impairment losses, provisions and other adjustments from EBITDA. EBIT differs from the item "Operating profit" in the consolidated income statement due to the fact that the capitalised component of financial expenses relating to construction services is not shown in this table, as indicated in note b) above. The relevant amounts total €3 million for the first half of 2018 and €1 million for the first half of 2017;
- e) operating cash flow is calculated as profit + 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 +/- deferred tax assets/liabilities recognised in the income statement;
- 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.
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 the first half of 2018, the Group did not earn revenue from any specific customer in excess of 10% of the Group's total revenue for the year.
The disaggregation of revenue, depending on whether it is recognised at a point in time or over time, is shown below, as required by IFRS 15.
Analysis by y geographic cal segment
The followi and non-cu ing table sho urrent assets ows the contr . ribution of e each geograp phical segme nt to the Atl lantia Group p's revenue
| REVENUE | NON-CURRENT ASSETS (*) | |||
|---|---|---|---|---|
| $\bigoplus$ | H1 2018 | H1 2017 | 30 June 2018 | 31 December 2017 |
| Italy | 2,528 | 2,472 | 21,885 | 22,126 |
| Poland | 39 | 39 | 168 | 184 |
| France | 160 | 132 | 3,796 | 2,770 |
| Portugal | 1 | 1 | 40 | 40 |
| Other European countries | 12 | 8 | 4 | $\overline{4}$ |
| Sub-total Europe | 2,740 | 2,652 | 25,893 | 25,124 |
| Brazil | 136 | 172 | 841 | 1,002 |
| Chile | 156 | 187 | 1,754 | 1,828 |
| USA | 29 | 34 | 45 | 44 |
| India | $\overline{\phantom{a}}$ | $\overline{a}$ | 3 | 4 |
| Total | 3,061 | 3,045 | 28,536 | 28,002 |
(*) In accordan ce with IFRS 8, no on-current assets do not include non n-current financial l assets or deferre ed tax assets.
10.2 Di str isclosures ructured e regarding entities g non-con trolling in nterests in consolida ated comp anies and
Disclosure regarding n non-control lling interes sts
The consol held by no following: idated comp n-controllin panies deeme ng sharehold ed relevant f ders for the for the Atlan purposes o ntia Group, f the disclos in terms of sures requir the percenta red by IFRS age interests 12, are the s e
- a) Autostr rade per l'Ita alia and its su ubsidiaries;
- b) the Bra azilian sub-h holding comp pany, AB Co oncessões, an nd its subsid diaries;
- c) the Chi ilean sub-ho olding compa any, Grupo Costanera, a and its direc ct and indire ect subsidiar ies;
- d) Azzurra a Aeroporti and its subsi idiaries.
The non-co contributio ontrolling in on to the Atla nterests in th antia Group hese sub-gro 's consolidat oups of comp ted accounts panies are de s. It should b eemed releva be noted tha ant in relatio at: on to their
- a) non-co ontrolling in terests in Au utostrade per r l'Italia bre ak down as f follows:
- 1) App Inv pia Investme vest and DIF) ents Srl (a co ), which hol ompany dire ds a 6.94% i ctly and ind interest; irectly owne d by Allianz Capital Par tners, EDF
- 2) Sil k Road Fund d, which hol lds 5%;
- b) the non from B n-controlling razil); g interest in n AB Concess sões is held b by a sole sha reholder (a Bertin grou p company
- c) the non Pension n-controlling n Plan Inves g interest in tment Board n Grupo Cos d; tanera (49.9 99%) is held d by the Cana adian fund, Canada
- d) Azzurra Ae Atlantia an Principality Atlantia Gr and the Aer roporti, whi nd Aeroport y of Monaco roup's total i roporti di Ro ich directly ti di Roma o, which ha interest amo oma group's controls Aér through th as a 20.15% ounts to 60. s interest (7. roports de la heir respect and by ED 40%, repre 71%). a Côte d'Azu tive interest DF Invest, w senting the ur with a 64 ts of 52.69 which has a sum of Atlan 4% interest, 9% and 7.7 19.40% int ntia's intere is owned by 6%, by the terest. The st (52.69%) y e e )
A full list of the investments and related ownership interests held by the Group and non-controlling shareholders as at 30 June 2018 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 condensed consolidated interim financial statements, in addition to the accounting effects of acquisitions (fair value adjustments of the net assets acquired).
| €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 |
|||
|---|---|---|---|---|---|---|---|
| H1 2018 | H1 2018 | H1 2017 | H1 2018 | H1 2017 | H1 2018 | H1 2017 | |
| Revenue (1) | 1,966 | 136 | 170 | 136 | 156 | 164 | 135 |
| Profit for the period (2) | 484 | 8 | 20 | 76 | 68 | -47 | 4 |
| Profit/(Loss) for the period attributable to non-controlling interests (2) |
64 | 4 | 10 | 38 | 34 | -28 | 3 |
| Net cash generated from operating activities(2) | 893 | 13 | 27 | 94 | 91 | 32 | -1 |
| Net cash used in investing activities(2) | -202 | -30 | -8 | -20 | -41 | -25 | -18 |
| Net cash generated from/(used in) financing activities( | -680 | 71 | 18 | -23 | -100 | -49 | 9 |
| Effect of exchange rate movements on cash and cash equivalents (2) |
- | -13 | - | -5 | -1 | - | - |
| Increase/(Decrease) | 11 | ||||||
| in cash and cash equivalents(2) | 41 | 36 | 46 | -51 | -42 | -10 | |
| Dividends paid to non-controlling shareholders | 69 | 5 | 4 | - | - | 40 | 19 |
| €M | AUTOSTRADE PER L'ITALIA AND DIRECT SUBSIDIARIES |
AB CONCESSOES AND DIRECT SUBSIDIARIES |
GRUPO COSTANERA AND DIRECT AND INDIRECT SUBSIDIARIES |
AZZURRA AEROPORTI AND DIRECT SUBSIDIARIES |
||||
|---|---|---|---|---|---|---|---|---|
| 30 June 201831 December 2017 | 30 June 2018 1 December 2017 | 30 June 2018 31 December 2017 | 30 June 2018 31 December 2017 | |||||
| Non-current assets (2) | 18,404 | 18,653 | 1,880 | 2,160 | 3,047 | 3,121 | 4,110 | 4,120 |
| Current assets (2) | 4,269 | 4,269 | 224 | 170 | 583 | 542 | 128 | 127 |
| Non-current liabilities (2) | 15,340 | 15,320 | 1,095 | 1,239 | 1,653 | 1,694 | 1,494 | 1,457 |
| Current liabilities (2) | 4,786 | 4,806 | 288 | 275 | 157 | 177 | 166 | 105 |
| Net assets (2) | 2,796 | 2,796 | 720 | 816 | 1,820 | 1,792 | 2,579 | 2,685 |
| Net assets attributable to | ||||||||
| non-controlling interests (2) | 641 | 642 | 361 | 408 | 924 | 910 | 861 | 930 |
Notes
(1) This item includes toll revenue, aviation revenue, contract revenue and other operating revenue.
(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, given that, as at 30 June 2017, Autostrade per l'Italia was wholly owned by the Atlantia Group.
Disclosures regarding structured entities not included in the scope of consolidation
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. There were no material developments relating to this company in the first half of 2018.
10.3 Gu uarantees
The Group listed by im p has certain mportance: personal gu arantees in i issue to third d parties as a at 30 June 20 018. These i include,
- a) the gua safegua guarant corresp Februa termina majorit 2018; rantee issue rd against th tee, based on ponds to the ry 2018. Th ated, whilst A ty shareholde d by Atlantia he impact on n the fair val value as at 3 he guarantee Atlantia has er), which h a in favour o n cash flow h lue of the he 30 June 2018 can only be received a co has undertake of credit inst hedges of mo edges, has be 8. This guar enforced if ounter-inde en to assume titutions on b ovements in i een capped at rantee was re the concessi emnity from e Atlantia's g behalf of Str interest rates t €40,000 t enewed for a on held by S Toto Holdi guarantee ob rada dei Parc s. The amou thousand, wh a further 12 m Strada dei Pa ing (Strada d bligations by chi as a unt of the hich months in archi is dei Parchi's 31 October
- b) bank gu Infrastr uarantees pr ructure and ovided by Ta Transport, a angenziale d as required b di Napoli (€2 by the coven 26,150 thou nants in the r sand) to the relevant conc Ministry of cession arran f ngement;
- c) the gua Mainte rantees issue nance Bond ed by the sub ds, totalling a bsidiary, Ele approximate ectronic Tran ely €57,377 t nsaction Co thousand), to nsultants (P o guarantee erformance projects in p Bonds and progress;
- d) the gua issue by LTDA, Gerais; rantee issued y Autostrade coordinated d by Autostr e do Brasil th d by Banco S rade dell'Atla hrough Plann Santander, w antico, guara ner Trustee with the fund anteeing the Distribuido ds to be used e 215 million ra de Título d by the oper n Brazilian r os e Valores M rator, Nascen eal bond Mobiliários ntes das
- e) guarant project tees issued b financing in by the Brazili n the form o ian, Chilean of either ban n and Polish nk loans or b operators an onds; nd by Azzurr ra Aeroporti i securing
- f) bank gu with the uarantees pr e company's ovided by Te operations elepass (€38 in France; 8,600 thousa and) to certa ain French o operators in connection
- g) a bank thousan guarantee is nd), guarant ssued on beh teeing perfor half of Autos rmance of th strada Tirren he operator's nica pa in fav s obligations vour of the G s under its co Grantor (€14 oncession. 4,200
As at 30 Jun Concession Sociedad C Concesiona Malopolska companies, Fiera Parkin shareholdin Azzurra Aer ne 2018, the naria da Rod oncesionari aria Litoral C a) have also b as have shar ng. Finally, ng in Aèropo roporti's pro e shares of ce ovia MG050 a de Los Lag Central, Soc been pledged res in Pune S i) all of Azzu orts de la Cô oject financi ertain of the 0, Triangulo gos, Sociedad ciedad Conce d to the respe Solapur Exp urra Aeropo ôte d'Azur (A ing. e Group's ov o do Sol, Soc d Concesion esionaria Ve ective provid pressways, Lu orti's shares a ACA) have b verseas opera ciedad Conc naria Autopi espucio Sur a ders of proje usoponte, T and ii) this c een pledged ators (Rodov cesionaria Co sta Nororien and Stalexpo ect financing angenziale E company's sh as collateral via das Colin ostanera No nte, Socieda ort Autostrad g to the same Esterna and B hareholding l to the prov nas, rte, d da e Bologna & in viders of
10.4 Re eserves
As at 30 Jun relation to: ne 2018, Gr roup compan nies have rec cognised con ntract reserve es quantified d by contract tors in
- a) investin experie this case rights; ng activities, ence, only a s e, will be acc totalling €1 small percen counted for ,242 million ntage of the r as an increa n (€1,235 m reserves will se in the cos million as at 3 actually have st of intangib 31 December e to be paid ble assets der r 2017). Base to contracto riving from ed on past ors and, in concession
- b) non-in is cover vesting activ red by existin vities, amoun ng provision nting to app ns in the con proximately € solidated fin €41 million nancial statem , the estimat ments. ted future co ost of which h
10.5 Re elated part ty transact ions
In impleme the Commi entation of t issione Nazio he provision ionale per le ns of art. 239 Società e la 91-bis of the Borsa (the C e Italian Civi CONSOB) in il Code, the n Resolution Regulations n 17221 of 12 s adopted by 2 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 SpA.
3. Condensed consolidated interim financial statements
| 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 |
| 30 June 2018 | H1 2018 | |||||||||||||
| Sintonia | - | 6.7 | 6.7 | - | - | - | - | - | - | - | - | - | - | - |
| Largest shareholder | - | 6.7 | 6.7 | - | - | - | - | - | - | - | - | - | - | - |
| Biuro Centrum | - | - | - | - | - | - | - | - | - | - | 0.4 | - | - | 0.4 |
| Bologna & Fiera Parking | 0.9 | - | 0.9 | - | - | - | - | - | - | - | - | - | - | - |
| Aeroporto Guglielmo Marconi di Bologna Total associates |
0.1 1.0 |
- - |
0.1 1.0 |
0.1 0.1 |
- - |
- - |
0.1 0.1 |
- - |
- - |
- - |
- 0.4 |
- - |
- - |
- 0.4 |
| Pune Solapur Expressways Private | 0.1 | - | 0.1 | - | - | - | - | 0.3 | 0.3 | - | - | - | - | - |
| Total joint ventures | 0.1 | - | 0.1 | - | - | - | - | 0.3 | 0.3 | - | - | - | - | - |
| Autogrill | 16.3 | - | 16.3 | 3.4 | - | - | 3.4 | 41.7 | 41.7 | - | 0.6 | - | 0.4 | 1.0 |
| Benetton Group | - | - | - | 0.1 | - | 0.1 | 0.3 | 0.3 | - | - | - | - | - | |
| Total affiliates | 16.3 | - | 16.3 | 3.5 | - | - | 3.5 | 42.0 | 42.0 | - | 0.6 | - | 0.4 | 1.0 |
| ASTRI pension fund | - | - | - | - | 6.1 | - | 6.1 | - | - | - | - | 4.7 | - | 4.7 |
| CAPIDI pension fund | - | - | - | - | 3.3 | - | 3.3 | - | - | - | - | 3.0 | - | 3.0 |
| Total pension funds | - | - | - | - | 9.4 | - | 9.4 | - | - | - | - | 7.7 | - | 7.7 |
| Key management personnel | - | - | - | - | 5.3 | 5.7 | 11.0 | - | - | - | - | 8.5 | - | 8.5 |
| Total key management personnel ( 1) |
- | - | - | - | 5.3 | 5.7 | 11.0 | - | - | - | - | 8.5 | - | 8.5 |
| TOTAL | 17.4 | 6.7 | 24.1 | 3.6 | 14.7 | 5.7 | 24.0 | 42.3 | 42.3 | - | 1.0 | 16.2 | 0.4 | 17.6 |
| 31 December 2017 | H1 2017 | |||||||||||||
| Sintonia | - | 6.7 | 6.7 | - | - | - | - | - | - | - | - | - | - | - |
| Largest shareholder | - | 6.7 | 6.7 | - | - | - | - | - | - | - | - | - | - | - |
| Biuro Centrum | - | - | - | - | - | - | - | - | - | - | 0.3 | - | - | 0.3 |
| Bologna and Fiere Parking | 1.2 | - | 1.2 | - | - | - | - | - | - | - | - | - | - | - |
| Aeroporto Guglielmo Marconi di Bologna Total associates |
- 1.2 |
- - |
- 1.2 |
0.1 0.1 |
- - |
- - |
0.1 0.1 |
- - |
- - |
- - |
- 0.3 |
- - |
- - |
- 0.3 |
| Pune Solapur Expressways Private | 0.1 | - | 0.1 | - | - | - | - | 0.2 | 0.2 | - | - | - | - | - |
| Total joint ventures | 0.1 | - | 0.1 | - | - | - | - | 0.2 | 0.2 | - | - | - | - | - |
| Autogrill | 32.8 | - | 32.8 | 1.7 | - | - | 1.7 | 40.8 | 40.8 | 0.4 | 0.5 | - | - | 0.9 |
| Benetton Group | 0.1 | - | 0.1 | - | - | - | - | 0.4 | 0.4 | - | - | - | - | - |
| Verde Sport | - | - | - | - | - | - | - | - | - | - | 0.1 | - | - | 0.1 |
| Total affiliates ASTRI pension fund |
32.9 - |
- - |
32.9 - |
1.7 - |
- 6.5 |
- - |
1.7 6.5 |
41.2 - |
41.2 - |
0.4 - |
0.6 - |
- 8.0 |
- - |
1.0 8.0 |
| CAPIDI pension fund | - | - | - | - | 2.5 | - | 2.5 | - | - | - | - | 3.9 | - | 3.9 |
| Total pension funds | - | - | - | - | 9.0 | - | 9.0 | - | - | - | - | 11.9 | - | 11.9 |
| Key management personnel | - | - | - | - | 6.6 | 6.5 | 13.1 | - | - | - | - | 9.4 | - | 9.4 |
| Total key management personnel ( 1) |
- | - | - | - | 6.6 | 6.5 | 13.1 | - | - | - | - | 9.4 | - | 9.4 |
| TOTAL | 34.2 | 6.7 | 40.9 | 1.8 | 15.6 | 6.5 | 23.9 | 41.4 | 41.4 | 0.4 | 0.9 | 21.3 | - | 22.6 |
(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 €2.6 million paid on behalf of Directors, Statutory Auditors and other key management personnel in the first half of 2018 and liabilities of €3.4 million payable to such persons as at 30 June 2018.
| 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 |
| 30 June 2018 | H1 2018 | |||||||||
| Pedemontana Veneta (in liquidation) | - | - | 0,2 | 0,2 | - | - | - | - | - | - |
| Società Infrastrutture Toscane (in liquidation) | - | - | - | - | 3,4 | 3,4 | - | - | - | - |
| Aeroporto Guglielmo Marconi di Bologna | - | - | - | - | - | - | 0,1 | 0,1 | - | - |
| Total associates | - | - | 0,2 | 0,2 | 3,4 | 3,4 | 0,1 | 0,1 | - | - |
| Rodovias do Tietê | 22,1 | - | - | 22,1 | - | - | 1,3 | 1,3 | - | - |
| Total joint ventures | 22,1 | - | - | 22,1 | - | - | 1,3 | 1,3 | - | - |
| Autogrill | - | 0,5 | - | 0,5 | - | - | - | - | - | - |
| Total affiliates | - | 0,5 | - | 0,5 | - | - | - | - | - | - |
| Gemina Fiduciary Services | - | - | 0,1 | 0,1 | - | - | - | - | - | - |
| Pavimental Est | - | - | 0,4 | 0,4 | - | - | - | - | - | - |
| Total other companies | - | - | 0,5 | 0,5 | - | - | - | - | - | - |
| TOTAL | 22,1 | 0,5 | 0,7 | 23,3 | 3,4 | 3,4 | 1,4 | 1,4 | - | - |
| 31 December 2017 | H1 2017 | |||||||||
| Pedemontana Veneta (in liquidation) | - | - | 0,2 | 0,2 | - | - | - | - | - | - |
| Società Infrastrutture Toscane (in liquidation) | - | - | - | - | 3,5 | 3,5 | - | - | - | - |
| Total associates | - | - | 0,2 | 0,2 | 3,5 | 3,5 | - | - | - | - |
| Rodovias do Tietê | 23,6 | - | - | 23,6 | - | - | 1,9 | 1,9 | - | - |
| Total joint ventures | 23,6 | - | - | 23,6 | - | - | 1,9 | 1,9 | - | - |
| Autogrill | - | 0,5 | - | 0,5 | - | - | - | - | - | - |
| Total affiliates | - | 0,5 | - | 0,5 | - | - | - | - | - | - |
| Gemina Fiduciary Services | - | - | 0,1 | 0,1 | - | - | - | - | - | - |
| Pavimental Est | - | - | 0,4 | 0,4 | - | - | - | - | - | - |
Total other companies - - 0,5 0,5 - - - - - - TOTAL 23,6 0,5 0,7 24,8 3,5 3,5 1,9 1,9 - -
Interim Report of the Atlantia Group for the six months ended 30 June 2018 137
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.
The Atlantia Group's transactions with its parents
As at 30 June 2018, 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 the first half of 2018, the Atlantia Group did not engage in material trading or financial transactions with Sintonia and Edizione.
The Atlantia Group's transactions with other related parties
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 30 June 2018, Autogrill operates 109 food service concessions at service areas along the Group's motorway network and 14 food service concessions at the airports managed by the Group. During the first half of 2018, the Atlantia Group earned revenue of approximately €41.7 million on transactions with Autogrill, including €36.6 million in royalties deriving from the management of service areas and airport sub-concessions. Recurring income is generated by contracts entered into over various years, of which a large part was awarded as a result of transparent and non-discriminatory competitive tenders. As at 30 June 2018, trading assets due from Autogrill amount to €16.3 million.
10.6 Disclosures regarding share-based payments
There were no changes, during the first half of 2018, in the share-based incentive plans already adopted for Group companies as at 31 December 2017. The characteristics of the incentive plans are described in note 10.6 to the consolidated financial statements as at and for the year ended 31 December 2017. Details of all the plans are contained in specific information circulars prepared pursuant to art. 84-bis of CONSOB Regulation 11971/1999, as amended. Further details of the plans are provided in the Remuneration Report for 2017 prepared pursuant to art. 123 ter of Legislative Decree 58 of 24 February 1998 (the Consolidated Finance Act), published in the "Remuneration" section of the website at www.atlantia.it.
The following table shows the main aspects of existing incentive plans as at 30 June 2018, including the options and units awarded to directors and employees of the Group at that date and the related changes (in terms of new awards and the exercise, conversion or lapse of rights) in the first half of 2018. 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.
The Annual General Meeting of Atlantia' shareholders, held on 20 April 2018, also approved a number of changes to the supplementary phantom share option plan for a limited number of core people, who will be heavily involved in the process of building and creating value at the new Group that will be formed as a result of the joint investment in Abertis alongside ACS and Hochtief. This plan was originally approved by the General Meeting of 2 August 2017. The plan is subject to successful completion of the above transaction and 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. At the date of preparation of these condensed consolidated interim financial statements, none of the related options have been awarded.
| 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 2018 | |||||||||
| - 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 | 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 | -2,442,675 | ||||||||
| - options lapsed | -329,832 | ||||||||
| Total | 227,376 | ||||||||
| Changes in options in H1 2018 | |||||||||
| - options exercised | -130,669 | ||||||||
| - options lapsed | -5,189 | ||||||||
| Options outstanding as at 30 June 2018 | 91,518 | ||||||||
| 2011 SHARE GRANT PLAN | |||||||||
| Units outstanding as at 1 January 2018 | |||||||||
| - 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 Nov 2016 | 9 Nov 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 converted into shares on 15 June 2017 | -136,572 | ||||||||
| - units converted into shares on 13 November 2017 - units lapsed |
-77,159 -159,629 |
||||||||
| Total | 97,336 | ||||||||
| Changes in units in H1 2018 | - | ||||||||
| Units outstanding as at 30 June 2018 | 97,336 | ||||||||
| 2014 PHANTOM SHARE OPTION PLAN | |||||||||
| Options outstanding as at 1 January 2018 | |||||||||
| - 9 May 2014 grant | 2,718,203 | 9 May 2017 | 9 May 2020 | N/A (***) | 2.88 | 3,0 - 6,0 | 1.10% | 28.9% | 5.47% |
| - 8 May 2015 grant | 2,971,817 | 8 May 2018 | 8 May 2021 | N/A (***) | 2.59 | 3,0 - 6,0 | 1.01% | 25.8% | 5.32% |
| - 10 June 2016 grant | 3,067,666 | 10 June 2019 | 10 June 2022 | N/A (***) | 1.89 | 3,0 - 6,0 | 0.61% | 25.3% | 4.94% |
| - options lapsed | -811,474 | ||||||||
| - options exercised | -884,316 | ||||||||
| Total | 7,061,896 | ||||||||
| Changes in options in H1 2018 | |||||||||
| - options exercised | -1,598,683 | ||||||||
| - options lapsed | -879,740 | ||||||||
| Options outstanding as at 30 June 2018 | 4,583,473 | ||||||||
| 2017 PHANTOM SHARE OPTION PLAN | |||||||||
| Options outstanding as at 1 January 2018 | |||||||||
| - 12 May 2017 grant | 2,111,351 | 15 June 2020 | 1 July 2023 | N/A (***) | 2.37 | 3,13 - 6,13 | 1.31% | 25.6% | 4.40% |
| - options lapsed | -40,631 | ||||||||
| 2,070,720 | |||||||||
| Changes in options in H1 2018 - options lapsed |
-15,333 | ||||||||
| Options outstanding as at 30 June 2018 | 2,055,387 | ||||||||
| 2017 PHANTOM SHARE GRANT PLAN | |||||||||
| Units outstanding as at 1 January 2018 | |||||||||
| - 12 May 2017 grant | 196,340 | 15 June 2020 | 1 July 2023 | N/A (***) | 23.18 | 3,13 - 6,13 | 1.31% | 25.6% | 4.40% |
| - options lapsed | -4,045 | ||||||||
| Total | 192,295 | ||||||||
| Changes in units in H1 2018 | |||||||||
| - units lapsed | -1,526 | ||||||||
| Units outstanding as at 30 June 2018 | 190,769 |
(*) 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.
The following changes took place during the first half of 2018.
2011 Share O Option Plan
With regard number of first half of treasury sha d to the seco beneficiarie f 2018. This ares. This re nd and third es exercised t entailed the esulted in the d award cycle their vested o e allocation t e transfer of es (the vestin options and to them of A f: ng periods fo paid the est Atlantia's ord or both of wh ablished exe dinary shares hich have ex ercise price d s held by the xpired), a during the parent as
- a) 17,862 June 2 option 2 of Atlantia' 018, all the ns awarded in 's ordinary s options awa n 2015 were hares to ben rded under exercised; neficiaries in this cycle ha n connection ave thus lapse n with the sec ed. Moreove cond cycle; a er, 6,946 ph as at 30 hantom
- b) 47,591 58,270 1 of Atlantia' 0 phantom o 's ordinary s options awar hares to ben rded in 2016 neficiaries in 6 were exerci n connection ised. n with the thi ird cycle; mo oreover,
As at 30 Jun outstanding values of wh date). ne 2018, aft g total 91,518 hich, as at 30 er taking int 8, including 0 June 2018 to account la g 44,722 pha , was remeas apsed option antom optio sured as €13 ns at that dat ns awarded u 3.76, in place e, the remai under the th e of the unit ining option hird cycle (th t fair values a ns he unit fair at the grant
2014 Phant om Share Op ption Plan
The vesting 2018, a tota In addition 2018, follow g period for al of 1,069,2 n, 529,443 p wing expiry the second 240 phantom phantom opt of the vestin cycle of the m options aw tions awarde ng period on Plan expired warded unde d under the n 9 May 2017 d on 8 May er the first aw first cycle w 7. 2018. From ward cycle we were exercised m this date un were exercised d in the first ntil 30 June d. t half of e
Thus, as at outstanding third award 30 June 201 g amount to d cycles were 18, after taki 4,583,473. remeasured ing into acco The unit fa d as at 30 Jun ount lapsed o ir values of t ne 2018 as € options at th the options a €6.01, €3.17 hat date, the awarded und and €2.94, remaining o der the first, respectively options second and y. d
2017 Phanto om Share Op ption Plan
15,333 opti remaining o remeasured ions lapsed i options outs d as €2.95, i in the first h standing tota n place of th alf of 2018. al 2,055,387 he unit fair v As a result o 7 (the unit fa value at the g of this chang air value of w grant date). ge, as at 30 Ju which, as at 3 une 2018, th 30 June 201 he 18, was
2017 Phanto om Share Gr rant Plan
The only ch units outsta June 2018, hanges in the anding as at was remeasu e related uni 30 June 201 ured as €25. its in the firs 18 have been .68, in place st half of 20 n reduced to e of the unit 18 regard th 190,769 (th fair value at e lapse of 1,5 he unit fair v the grant da 526 units. A value of whic ate). As a result, ch, as at 30
The prices below: of Atlantia 's ordinary shares in th he various p periods cove ered by the above plans s are shown n
- a) price as at 30 June 2 2018: €25.2 4;
- b) the weig ghted average e price for th he first half o of 2018: €25 5.95.
In accordan the Group units award contrast, th recognised nce with the recognised ded at that d he liabilities in other cur requiremen staff costs o date, includ represented rrent and no nts of IFRS of €8,397 th ing €47 tho d by "phantom on-current li 2, as a resul housand, bas ousand accou m" share op iabilities, ba lt of the exis sed on the ac unted for as ptions outsta ased on the a ting plans, i ccrued fair v s an increas nding as at 3 ssumed exer in the first h value of the e in equity 30 June 201 rcise date. half of 2018, options and reserves. In 18 have been d n n
10.7 Significant legal and regulatory aspects
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 addition to the provisions already accounted for in the consolidated financial statements as at and for the six months ended 30 June 2018.
Italian motorways
Toll increases with effect from 1 January 2018
The Minister of Infrastructure and Transport and Minister of the Economy and Finance issued decrees on 29 December 2017, determining toll increases with effect from 1 January 2018. These are as follows:
- a) Autostrade per l'Italia was to apply an overall toll increase of 1.51%, including 0.49% as the inflationlinked component, 0.64% to provide a return capital expenditure via the "X" tariff component and - 0.04% to provide a return on investment via the "K" tariff component (the shortfall in the increase awarded for 2017 was recouped almost in full for both these components) and 0.43% to recover the reduction in revenue earned in the period from June 2014 to 2017 as a result of the discounted tolls for frequent motorway users, introduced by the Memorandum of Understanding entered into with the Ministry. Regarding the shortfall in the increase with respect to the requested amount, equal to 0.01% (relating to the "X" component), the Grantor, following submission of additional documentation by Autostrade per l'Italia on 12 March 2018, deemed that the request was largely warranted, and therefore to be taken into account when determining the toll increase for 2019. Application of the remaining amounts was suspended, pending an update of the financial plan;
- b) Raccordo Autostradale Valle d'Aosta was to apply a toll increase of 52.69%, compared with the 81.12% requested. The company has challenged this determination before the Regional Administrative Court;
- c) Autostrade Meridionali was to apply a toll increase of 5.98%, compared with the 9.9% requested;
- d) Società Autostrada Tirrenica was to apply a toll increase of 1.33%, compared with the 36.51% requested. The company has challenged this determination before the Regional Administrative Court;
- e) Tangenziale di Napoli was to apply a toll increase of 4.31%, including recovery of amounts not applied in previous years, compared with the 1.93% requested. This application was granted on the basis of the new operating and financial plan attached to the Addendum, signed first on 8 September 2017 and, subsequently, at the Grantor's request, by ature on 22 February 2018. This came into effect with the approval of Ministry of Infrastructure and Transport and Ministry of the Economy and Finance Decree 131 of 16 March 2018, registered at the Court of Auditors on 23 April 2018.
In the case of Traforo del Monte Bianco, which operates under a different regulatory regime, 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 mentioned Committee. From 1 April 2018, the toll for all Euro 3 heavy goods vehicles, of more than 3.5 tonnes, was increased by 5%.
Decision of the European Commission regarding the extension of Autostrade per l'Italia's concession
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.
On 27 April 2018, the European Commission announced that the Commission had given its approval for the "plan for investment in Italian motorways". In view of the implementation of Autostrade per l'Italia's investment plan of approximately €7.9 billion, the approval envisages extension of the concession term by four years (from 31 December 2038 to 31 December 2042), a cap on toll increases and introduction of a takeover right on expiry of the concession. The European Commission's decision was published on its website.
Autostrade per l'Italia -Autostrade Tech against Alessandro Patanè and companies linked to him and appeals brought before the Civil Court of Rome
With regard to the writ served on Mr. Alessandro Patanè and the companies linked to him by Autostrade per l'Italia and Autostrade Tech, the court's decision is awaited.
Proceedings before the Supreme Court - Autostrade per l'Italia versus Craft Srl
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. On 10 April 2018, the Court of Appeal of Rome handed down judgement no. 2275/2018, ruling, without the aid of expert evidence, that the TUTOR system installed by Autostrade per l'Italia constitutes an infringement (due to its equivalence to) Craft's patent.
The Court also ordered Autostrade per l'Italia to remove and destroy all existing equipment installed on the motorways it operates that is in violation of Craft's patent (prohibiting it future sale or use), and imposing a civil penalty of €500.00 to be paid by Autostrade per l'Italia for every day it fails to comply with the above order.
The Court also rejected Craft's claim for economic damages and its claim for the return of any profits as, in the Court's opinion, the Tutor system does generate earnings for the road operator, even in terms of cost savings. There was no award of non-economic damages as there is no proof that the infringement has damaged Craft's image.
Autostrade per l'Italia has appealed the judgement before the Supreme Court, believing it to be unlawful, and requesting suspensive relief before the Court of Appeal of Rome and requesting an ex parte decision by the court.
On 28 May 2018, Court of Appeal of Rome rejected the request for suspensive relief.
The judges ruled that motorway safety was not a question of Autostrade per l'Italia's interest, but the interests of the institutions (the police) and, as such, the safety of road users cannot, in Autostrade per l'Italia's case, constitute serious prejudice pursuant to art. 373 of the code of civil procedure. In addition, the judges stated that within the scope of the responsibilities assigned by art. 14 of the
highway code, the operator is under no obligation to install speed check systems, but is responsible for the safety of the infrastructure (as Autostrade per l'Italia is solely responsible for its maintenance).
The judges ruled that there were no grounds to pass the case on to the public prosecutor in relation to Craft's claim that the Company had infringed its patent, given that the various judgements had so far failed to agree and that the appeal was pending before the Supreme Court.
Faced with the need to comply with the judgement, the SICVE software used in Autostrade per l'Italia's systems was uninstalled, subject to independent certification of compliance, and based on the needs of the traffic police, recognised as the only legitimate entity in this regard, alternative solutions were examined. A new system for conducting speed checks (SICVe-PM) has already been made available to the traffic police.
Overseas motorways
Chile
From January 2018, Grupo Costanera's motorway operators have applied the following annual toll increases, determined on the basis of their concession arrangements:
- a) +5.5% for Costanera Norte, Vespucio Sur and Nororiente, reflecting a combination of the increase linked to inflation in 2017 (1.9%) and a further increase of 3.5%;
- b) +3.4% for AMB, reflecting a combination of the increase linked to inflation in 2017 (1.9%) and a further increase of 1.5%;
- c) +1.9% for Litoral Central, reflecting the increase linked to inflation in 2017.
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%). On 9 May 2018, Nororiente finalised an addendum with Chile's Ministry of Public Works regarding implementation of a free flow tolling system with compensation, at a pre-set rate, for loss of revenue due to toll evasion and unregistered motorway journeys. Compensation will, at the Ministry's discretion, take the form of a 10-month extension of the concession term and/or a cash payment after the application of overdue interest on the amounts due, discounted at a real interest rate of 5%.
Award of the new AVO II urban motorway concession
Through its Chilean subsidiary, Grupo Costanera, Atlantia has been awarded the concession for the Américo Vespucio Oriente II project, which regards the construction and operation of a section of the orbital motorway in the city of Santiago, consisting of a 5-km long tunnel using a free-flow tolling system. The estimated cost of construction is approximately 380 billion Chilean pesos (€500 million). The concession was awarded in July 2017, while on 5 April 2018 the Supreme Decree awarding the concession, and signed by the President of the Republic of Chile, was published in the Official Gazette, following prior approval by the Chilean Court of Auditors. This date marks the beginning of the concession term, which is linked to the achievement of specific pre-set revenue milestones (discounted at a rate defined in the concession arrangement). The term may not, in any event, exceed 45 years.
Award of the new "Vial Ruta 78-68 Connection" urban motorway concession
Atlantia has been awarded the contract for the Vial Ruta 78-68 Connection project through its Chilean 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, which will be connected with the section operated under concession by Costanera Norte. The estimated cost of the project is approximately €200 million. The concession, with a duration depending on achievement of specific pre-set revenue milestones (discounted at a rate defined in the concession arrangement), may not, in any event, exceed 45 years. The concession term started on 21 April 2018, the date on which the
Supreme Decree awarding the concession, and signed by the President of the Republic of Chile, was published in the Official Gazette, following prior approval by the Chilean Court of Auditors.
Brazil
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%).
From 1 July 2018, Triangulo do Sol and Rodovias das Colinas have applied their annual toll increase of 2.9% based on the rate of general price inflation in the period between 1 June 2017 and 31 May 2018, 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 (4.3%). The difference will be adjusted for in accordance with the concession arrangement.
From 1 February 2017, later than the contractual deadline of 13 June 2016(1) , Rodovia MG050 applied an annual toll increase of 9.3% based on the rate of general price inflation in the period between 1 May 2015 and 30 April 2016. The loss of income due to the above delay was adjusted for to compensate the operator, as provided for in the addendum to the TA-07 concession contract.
The tolls applied by the operator, Rodovia MG050, were 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.
The tolls applied by the operator, Rodovia MG050, were raised by 2.8% from 13 June 2018, based on the rate of consumer price inflation in the period between 1 May 2017 and 30 April 2018, as provided for in the concession arrangement.
From 31 May 2018, the toll exemption for vehicles with raised axles was extended to the State of Sao Paulo. This measure was adopted by the federal government to settle the truck drivers' strike that began on 21 May 2018. The lost income will be adjusted for to compensate the operator.
(1) 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. 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.
Italian airports
Tariff proposal for 2018
The process of consulting with airport users 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 fees for 2017 (2).
Fire at Fiumicino airport's Terminal 3
With regard to the fire that broke out at Fiumicino airport during the night between the 6 and the 7 of May 2015, affecting a large area within Terminal 3, the Public Prosecutor's Office in Civitavecchia has brought criminal charges relating to 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 they had been committed for trial. 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 and this process continued at 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 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. Following completion of the appropriate medical and legal procedures, ADR is considering whether or not to negotiate a settlement of the claim.
(2) Based on the ratio between the maximum permitted revenue and fee-paying passengers for the twelve months from 1 March.
Overseas airports
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Other act tivities
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10.8 Events after 30 June 2018
Refinancing of Abertis and Hochtief acquisition completed
On 4 July 2018, Atlantia agreed a new five-year Term Loan worth €1,750 million to refinance the bridge loan obtained in May 2018 to finance the acquisition of investments in Abertis and Hochtief. The new Term Loan is in addition to the similar five-year loan of €1,500 million previously entered into for the same purposes in May 2018 and completes the refinancing of the above acquisition financing. On the same date, Atlantia obtained a five-year Revolving Facility of €1,250 million for general corporate purposes.
Voluntary public tender offer, in cash and/or shares, for the entire issued capital of Abertis Infraestructuras
On 6 July 2018, the European Commission approved the new structure of the acquisition of Abertis in the form of a joint offer with ACS-Hochtief.
The process of obtaining the remaining consents needed before the transaction can complete is in progress.
On 25 July 2018, an extraordinary general meeting of Abertis's shareholders approved the company's delisting from the Barcelona, Madrid, Bilbao and Valencia stock exchanges, subsequently authorised by Spain's market regulator, the Comisión Nacional del Mercado de Valores (the "CNMV") with effect from 31 July 2018.
On the same date, the extraordinary general meeting of Abertis's shareholders also approved cancellation of all the shares held in treasury. Following settlement of the public tender offer and Hochtief's issue of a standing purchase order in preparation for the delisting, the latter holds a 97.75% interest in Abertis.
Sale of 29.9% interest in Cellnex Telecom SA
On 13 March 2018, as part of the preliminary agreement concerning the joint investment in Abertis, Atlantia SpA was granted a call option by Hochtief and ACS on Abertis's investment in Cellnex Telecom SA ("Cellnex").
On 23 March 2018, Atlantia's Board of Directors decided to partially exercise the call option on a 29.9% stake in Cellnex (the "Stake"), designating Edizione Srl as the purchaser of the Stake, 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, and to completion of the competitive procedure designed to search for potential buyers of the Stake. The above process was subject to the terms and conditions described in greater detail in the Information Document relating to transactions of greater significance with related parties, prepared in accordance with art. 5 of CONSOB Regulation 17221/2010 (as amended) and published on 30 March 2018.
On 12 July 2018, following the positive outcome to the public tender offer for Abertis's shares launched by Hochtief, Edizione – via ConnecT SpA, a newly established, wholly-owned subsidiary of Sintonia (a sub-holding in turn a wholly-owned subsidiary of Edizione) – thus completed the purchase of the Stake from Abertis.
On 24 July 2018, Atlantia, ConnecT, Sintonia and Edizione entered into a specific co-investment agreement in accordance with the commitments set out in the above Information Document.
ANNEXES TO THE CONSOLIDATED FINANCIAL STATEMENTS
ANNEX 1
THE ATLANTIA GROUP'S SCOPE OF CONSOLIDATION AND INVESTMENTS AS AT 30 JUNE 2018
THIS ANNEX HAS NOT BEEN AUDITED
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2018 (IN SHARE CAPITAL/ SHARE/UNITS) |
HELD BY | CAPITAL/ CONSORTIUM FUND % INTEREST IN SHARE AS AT 30 JUNE 2018 |
% 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 |
HOLDING 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% | |
| AERO 1 GLOBAL & INTERNATIONAL S.à.r.l. | LUXEMBOURG | HOLDING COMPANY | EURO | 6,670,862 | Atlantia SpA | 100% | 100% | ||
| 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 SpA | 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 | 99.94% | 38.63% | 61.37% | |
(1) The Atlantia Group holds 50% plus one share in the companies and exercises control on the base of partnership and governance agreements.
| 0.62% 0.62% 0.62% 0.62% 0.62% 0 00% 0.00% 0.00% 100 00% 100.00% 100.00% 99.38% 99.38% 99.38% 99.38% 99.38% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100.00% 99.00% 25.00% 41.14% 33.86% 1.00% 0.00% Autostrade Holding do Sur SA Autostrade dell'Atlantico Srl Autostrade dell'Atlantico Srl Autostrade per l'Italia SpA Autostrade Portugal Srl Aeroporti di Roma SpA Aeroporti di Roma SpA Aeroporti di Roma SpA Aeroporti di Roma SpA Aeroporti di Roma SpA ADR Sviluppo Srl Atlantia SpA 51,496,805,692 1,500,000 1,500,000 400,000 100,000 600,000 729,590,863 1,000,000 CHILEAN PESO BRAZILIAN REAL EURO EURO EURO EURO EURO EURO MANAGEMENT OF AIRPORT CAR PARKING AND CAR AIRPORT SCREENING AND SECURITY SERVICES CLEANING AND MAINTENANCE SERVICES PROPERTY MANAGEMENT TELECOMMUNICATIONS HOLDING COMPANY HOLDING COMPANY HOLDING COMPANY PARKS SAO PAULO SANTIAGO FIUMICINO FIUMICINO FIUMICINO FIUMICINO FIUMICINO (BRAZIL) (CHILE) ROME AUTOSTRADE CONCESSÕES E PARTICIPACÕES AUTOSTRADE HOLDING DO SUR SA AUTOSTRADE DELL'ATLANTICO Srl AIRPORT CLEANING Srl ADR SECURITY Srl ADR SVILUPPO Srl ADR MOBILITY Srl BRASIL LIMITADA ADR TEL SpA |
NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2018 (IN SHARE CAPITAL/ SHARE/UNITS) |
HELD BY | CAPITAL/ CONSORTIUM FUND % INTEREST IN SHARE AS AT 30 JUNE 2018 |
% OVERALL GROUP INTEREST |
CONTROLLING INTEREST % OVERALL NON |
NOTE |
|---|---|---|---|---|---|---|---|---|---|---|
| (2) | ||||||||||
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2018 (IN SHARE CAPITAL/ SHARE/UNITS) |
HELD BY | CAPITAL/ CONSORTIUM FUND % INTEREST IN SHARE AS AT 30 JUNE 2018 |
% OVERALL GROUP INTEREST |
CONTROLLING INTEREST % OVERALL NON |
NOTE |
|---|---|---|---|---|---|---|---|---|---|
| 100% | 100% | ||||||||
| AUTOSTRADE INDIAN INFRASTRUCTURE DEVELOPMENT PRIVATE LIMITED |
MUMBAI - MAHARASHTRA (INDIA) |
HOLDING COMPANY | INDIAN RUPEE | 500,000 | Atlantia SpA | 99.99% | |||
| Spea Engineering SpA | 0.01% | ||||||||
| 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% | |
| 60.45% | 60.40% | 39.60% | (4) | ||||||
| AZZURRA AEROPORTI SpA | ROME | HOLDING COMPANY | EURO | 3,221,234 | Atlantia SpA | 52.69% | |||
| Aeroporti di Roma SpA | 7.76% | ||||||||
| CONCESSIONÁRIA DA RODOVIA MG050 SA | SAO PAULO (BRAZIL) |
MOTORWAY OPERATION AND CONSTRUCTION | BRAZILIAN REAL | 380,878,027 | 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 | Autostrade Tech SpA | 90.00% | |||
| Stalexport Autostrady SA | 10.00% | ||||||||
| ECOMOUV SAS (IN LIQUIDATION) | (FRANCE) PARIS |
FINANCING/DESIGN/CONSTRUCTION/OPERATION OF EQUIPMENT REQUIRED FOR ECO-TAXE PROJECT |
EURO | 6,000,000 | Autostrade per l'Italia SpA | 70.00% | 61.64% | 38.36% | |
| (3) The company is listed on Borsa Italiana SpA's Expandi market. |
(4) The issued capital is made up of €2,500,000 in ordinary shares and €721,234 in preference shares.vilegiate.
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2018 (IN SHARE CAPITAL/ SHARE/UNITS) |
HELD BY | CAPITAL/ CONSORTIUM FUND % INTEREST IN SHARE AS AT 30 JUNE 2018 |
% OVERALL GROUP INTEREST |
NOTE CONTROLLING INTEREST % OVERALL NON |
|
|---|---|---|---|---|---|---|---|---|---|
| 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% | nancial state n |
| 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% | m |
| GIOVE CLEAR Srl | ROME | CLEANING AND MAINTENANCE SERVICES | EURO | 10,000 | Autostrade per l'Italia SpA | 100% | 88.06% | 11.94% | ments |
| 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 | Telepass SpA | 75.00% | 75.00% | 25.00% | |
| JETBASE Ltda | (PORTUGAL) CASCAIS |
HANDLING SERVICES | EURO | 50,000 | Aca Holding SAS | 100% | 38.66% | 61.34% | |
| K-MASTER Srl | ROMA | GPS FLEET MANAGEMENT | EURO | 10,000 | Telepass SpA | 93.40% | 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) |
ROAD, MOTORWAY AND AIRPORT CONSTRUCTION AND MAINTENANCE |
POLISH ZLOTY | 3,000,000 | Pavimental SpA | 100% | 96.89% | 3.11% | |
- Condensed consolida ted interim fi n nancial state m
| AT 30 JUNE 2018 (IN SHARE/UNITS) |
AS AT 30 JUNE 2018 | CONTROLLING INTEREST | ||||||
|---|---|---|---|---|---|---|---|---|
| 99.40% | 96.89% | 3.11% | ||||||
| ROME PAVIMENTAL SpA |
MOTORWAY AND AIRPORT OPERATION AND CONSTRUCTION |
EURO | 10,116,452 | Autostrade per l'Italia SpA Aeroporti di Roma SpA Atlantia SpA |
59.40% 20.00% 20.00% |
|||
| AOSTA RACCORDO AUTOSTRADALE VALLE D'AOSTA SpA |
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) |
| SAO PAULO (BRAZIL) RODOVIAS DAS COLINAS SA |
MOTORWAY OPERATION AND CONSTRUCTION | BRAZILIAN REAL | 226,145,401 | AB Concessões SA | 100% | 50.00% | 50.00% | |
| (FRANCE) NICE SCI LA RATONNIÉRE SAS |
PROPERTY SERVICES | EURO | 243,918 | Aéroports de la Côte d'Azur | 100% | 38.66% | 61.34% | |
| LE BOURGET (FRANCE) SKY VALET FRANCE SAS |
HANDLING SERVICES | EURO | 1,151,584 | Aca Holding SAS | 100% | 38.66% | 61.34% | |
| MADRID (SPAIN) SKY VALET SPAIN S.L. |
HANDLING SERVICES | EURO | 231,956 | Aca Holding SAS | 100% | 38.66% | 61.34% | |
| SANTIAGO | 100% | 50.01% | 49.99% | |||||
| (CHILE) SOCIEDAD CONCESIONARIA AMB SA |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 5,875,178,700 | Sociedad Gestion Vial SA Grupo Costanera SpA |
99.98% 0.02% |
|||
| 100% | 50.01% | 49.99% | ||||||
| SANTIAGO (CHILE) SOCIEDAD CONCESIONARIA AUTOPISTA NORORIENTE SA |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 22,738,904,654 | Grupo Costanera SpA | 99.90% | |||
| Sociedad Gestion Vial SA | 0.10% | |||||||
| SANTIAGO SOCIEDAD CONCESIONARIA AUTOPISTA NUEVA |
MOTORWAY OPERATION AND CONSTRUCTION | 166,967,672,229 | 100% | 50.01% | 49.99% | |||
| (CHILE) VESPUCIO SUR SA |
CHILEAN PESO | Sociedad Gestion Vial SA Grupo Costanera SpA |
100.00% 0.00% |
|||||
| SANTIAGO SOCIEDAD CONCESIONARIA AMERICO VESPUCIO |
100% | 50.01% | 49.99% | |||||
| (CHILE) ORIENTE II SA |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 11,500,000,000 | Grupo Costanera SpA | 100.00% | |||
| Sociedad Gestion Vial SA | 0.00% |
(5) The issued capital is made up of €284,350,000 in ordinary shares and €59,455,000 in preference shares. The percentage interest is calculated with reference to all shares in issue, whereas the 58.00% of voting rights is calculated with reference to ordinary voting shares.
| CONSORTIUM FUND AS AT 30 JUNE 2018 (IN SHARE/UNITS) |
CAPITAL/ CONSORTIUM FUND AS AT 30 JUNE 2018 / |
INTEREST | CONTROLLING INTEREST | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 100% | 50.01% | 49.99% | |||||||
| SOCIEDAD CONCESIONARIA CONEXION VIAL RUTA 78 - 68 SA |
SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 6,600,000,000 | Grupo Costanera SpA | 100.00% | |||
| Sociedad Gestion Vial SA | 0.00% | ||||||||
| SOCIEDAD CONCESIONARIA COSTANERA NORTE | SANTIAGO | 100% | 50.01% | 49.99% | |||||
| SA | (CHILE) | MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 58,859,765,519 | Sociedad Gestion Vial SA Grupo Costanera SpA |
100.00% 0.00% |
|||
| 100% | 100.00% | 0.00% | |||||||
| 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 |
99.95% 0.05% |
|||
| 100% | 50.01% | 49.99% | |||||||
| SOCIEDAD CONCESIONARIA LITORAL CENTRAL SA | SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO | 18,368,224,675 | Sociedad Gestion Vial SA Grupo Costanera SpA |
99.99% 0.01% |
|||
| 100% | 50.01% | 49.99% | |||||||
| SOCIEDAD GESTION VIAL SA | SANTIAGO (CHILE) |
CONSTRUCTION AND MAINTENANCE OF ROADS AND TRAFFIC SERVICES |
CHILEAN PESO | 397,237,788 | Grupo Costanera SpA | 99.99% | |||
| Sociedad Operacion y Logistica de Infraestructuras SA |
0.01% | ||||||||
| 100% | 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 |
99.99% 0.01% |
|||
| SOCIETÀ AUTOSTRADA TIRRENICA p.A. | ROME | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 24,460,800 | Autostrade per l'Italia SpA | 99.93% | 88.06% | 11.94% | (6) |
| 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 | (BRAZIL) MATAO |
MOTORWAY MAINTENANCE | BRAZILIAN REAL | 500,000 | AB Concessões SA | 100% | 50.00% | 50.00% |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2018 (IN SHARE CAPITAL/ |
HELD BY | CAPITAL/ CONSORTIUM FUND % INTEREST IN SHARE AS AT 30 JUNE 2018 |
% OVERALL GROUP INTEREST |
CONTROLLING INTEREST % OVERALL NON |
NOTE |
|---|---|---|---|---|---|---|---|---|---|
| SPEA DO BRASIL PROJETOS E INFRA ESTRUTURA | SAO PAULO | Spea Engineering SpA | 99.99% | ||||||
| LIMITADA | (BRAZIL) | INTEGRATED TECHNICAL AND ENGINEERING SERVICES BRAZILIAN REAL | 1,000,000 | Austostrade Concessoes e Partecipacoes Brasil Limitada |
0.01% | ||||
| 100% | 97.49% | 2.51% | |||||||
| ROME | INTEGRATED TECHNICAL AND ENGINEERING SERVICES | EURO | 6,966,000 | Atlantia SpA | 60.00% | ||||
| SPEA ENGINEERING SpA | Austostrade per l'Italia SpA | 20.00% | |||||||
| Aeroporti di Roma SpA | 20.00% | ||||||||
| STALEXPORT AUTOROUTE SAR.L. | (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 SAr.l. | 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% | ||
| (7) The company is listed on the Warsaw Stock Exchange. |
|---|
Interim Report of the Atlantia Group for the six months ended 30 June 2018 155
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2018 (IN SHARE CAPITAL/ |
HELD BY | CAPITAL/ CONSORTIUM FUND % INTEREST IN SHARE AS AT 30 JUNE 2018 |
% OVERALL GROUP INTEREST |
CONTROLLING INTEREST % OVERALL NON- |
NOTE |
|---|---|---|---|---|---|---|---|---|---|
| TELEPASS BROKER Srl | ROME | INSURANCE BROKER | EURO | 500 000 500,000 |
Telepass 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 SAr.l. | 55.00% | 33.66% | 66.34% |
- Condensed consolidated interim financial statem
NAME REGISTERED OFFICE BUSINESS CURRENCY SHARE CAPITAL/ CONSORTIUM FUND AS AT 30 JUNE 2018 (IN
SHARE/UNITS)
HELD BY % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT 30 JUNE 2018
NOTE
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| Associates | ||||||
|---|---|---|---|---|---|---|
| AEROPORTO GUGLIELMO MARCONI DI BOLOGNA SpA | BOLOGNA | MANAGEMENT OF BOLOGNA AIRPORT | EURO | 90,314,162 | Atlantia SpA | 29.38% |
| 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% |
| GETLINK SE | (FRANCE) PARIS |
OPERATION OF THE CHANNEL TUNNEL | EURO | 220,000,000 | Aero 1 Global & International S.à.r.l. | (1) 15.49% |
| 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 | 46.00% Autostrade per l'Italia SpA |
|
| 0.60% Spea Engineering SpA |
||||||
| 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% |
(1) The Company holds 26.66% of the company's voting rights.
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2018 (IN SHARE CAPITAL/ SHARE/UNITS) |
HELD BY | % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT 30 JUNE 2018 |
NOTE |
|---|---|---|---|---|---|---|---|
| INVESTMENTS ACCOUNTED FOR AT 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 4,200,000 |
Pavimental SpA | 100% | |
| PETROSTAL SA (IN LIQUIDATION) | WARSAW (POLAND) |
REAL ESTATE SERVICES | POLISH ZLOTY | 2,050,500 | Stalexport Autostrady SA | 100% |
- Condensed consolidated interim financial statem
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2018 (IN SHARE CAPITAL/ SHARE/UNITS) |
HELD BY | % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT 30 JUNE 2018 |
NOTE |
|---|---|---|---|---|---|---|---|
| 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 p.A. | 0.43% | |
| COMPAGNIA AEREA ITALIANA SpA | FIUMICINO | AIR TRANSPORT | EURO | 3,526,846 | Atlantia SpA | 6.52% | |
| DIRECTIONAL CAPITAL HOLDINGS (IN LIQUIDATION) |
CHANNEL ISLANDS (USA) |
FINANCE 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 |
(PORTUGAL) SA MONTIJO |
MOTORWAY OPERATOR | EURO | 25,000,000 | Concessoes de Infraestructuras SA Autostrade Portugal - |
17.21% | |
| LIGABUE GATE GOURMET ROMA SpA (INSOLVENT ) |
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% | |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2018 (IN SHARE CAPITAL/ SHARE/UNITS) |
HELD BY | % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT 30 JUNE 2018 |
NOTE |
|---|---|---|---|---|---|---|---|
| Other investments SACAL. SpA |
LAMEZIA TERME | AIRPORT MANAGEMENT | EURO | 13,920,225 | Aeroporti di Roma SpA | 9.23% | |
| SOCIETA' DI PROGETTO BREBEMI SpA SOCIETA |
BRESCIA | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 113,336,332 | Spea Engineering SpA | 0.06% | |
| 1.25% | |||||||
| TANGENZIALE ESTERNA SpA | MILAN | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 464,945,000 | Autostrade per l'Italia SpA | 0.25% | |
| Pavimental SpA | 1.00% | ||||||
| TANGENZIALI ESTERNE DI MILANO SpA p |
MILAN | CONSTRUCTION AND OPERATION OF MILAN RING ROAD | EURO | 220,344,608 , , |
Autostrade per l'Italia SpA p p |
18.14% | (1) ( ) |
| UIRNET SpA | ROME | OPERATION OF NATIONAL LOGISTICS NETWORK | EURO | 1,061,000 | Autostrade per l'Italia SpA | 1.51% | |
| WALCOWNIA RUR JEDNOŚĆ SP. Z O. O. | SIEMIANOWICE (POLAND) |
STEEL TRADING | POLISH ZLOTY | 220,590,000 | Stalexport Autostrady SA | 0.01% | |
| ZAKŁADY METALOWE DEZAMET SA | NOWA DĘBA (POLAND) |
STEEL TRADING | POLISH ZLOTY | 19,241,750 | Stalexport Autostrady SA | 0.26% | |
3. Condensed consolida ted interim fi nancial state m ments
| % INTEREST IN SHARE CAPITAL/ HELD BY SHARE CAPITAL/ CURRENCY BUSINESS REGISTERED OFFICE |
CONSORTIUM FUND AS AT 30 JUNE CONSORTIUM FUND AS |
2018 AT 30 JUNE 2018 (IN |
SHARE/UNITS) | |
|---|---|---|---|---|
| NAME |
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 p.A. | 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 | 1.144 | 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 S.C.A.R.L. (IN LIQUIDATION) |
TORTONA | MOTORWAY CONSTRUCTION | EURO | 10.000 | Pavimental SpA | 49,00% | |
| 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% | |
| 100% | |||||||
| COSTRUZIONI IMPIANTI AUTOSTRADALI S.C.A.R.L. (IN LIQUIDATION) |
ROME | CONSTRUCTION OF PUBLIC WORKS AND INFRASTRUCTURE |
EURO | 10.000 | Autostrade Tech SpA Pavimental SpA |
75,00% 20,00% |
|
| Pavimental Polska Sp. z o.o. | 5,00% | ||||||
| ELMAS S.C.A.R.L. (IN LIQUIDATION) | ROME | CONSTRUCTION AND MAINTENANCE OF AIRPORT RUNWAYS AND APRONS |
EURO | 10.000 | Pavimental SpA | 60,00% | |
| LAMBRO S.C.A.R.L. | TORTONA | OPERATION AND CONSTRUCTION ON BEHALF OF TEEM CONSTRUCTION CONSORTIUM |
EURO | 200.000 | Pavimental SpA | 2,78% | |
| SAT LAVORI S.C.A.R.L. (IN LIQUIDATION) | ROME | CONSTRUCTION CONSORTIUM | EURO | 100.000 | Società Autostrada Tirrenica p.A. | 1,00% |
Notes to the Atlantia Group's consolidated financial statements
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2018 (IN SHARE CAPITAL/ SHARE/UNITS) 2018 30 |
HELD BY | CONSORTIUM FUND AS AT 30 JUNE % INTEREST IN SHARE CAPITAL/ 2018 |
|---|---|---|---|---|---|---|
| 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 CONSTRUCTION | EURO | 48,114,240 | Autostrade per l'Italia SpA | 2.00% |
3. Condensed consolidated interim financial statemments
Outlook and risks or uncertainties
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Attestation of the condensed consolidated interim financial statements pursuant to art. 81-ter of CONSOB Regulation 11971 of 14 May 1999, as amended
-
- We, the undersigned, Giovanni Castellucci and Giancarlo Guenzi, as Chief Executive Officer and as the manager responsible for Atlantia SpA's financial reporting, having taken account of the provisions of art. art. 154-bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998, attest to:
- the adequacy with regard to the nature of the Company and
- the effective application of the administrative and accounting procedures adopted in preparation of the condensed consolidated interim financial statements during the first half of 2018.
-
- The administrative and accounting procedures adopted in preparation of the condensed consolidated interim financial statements as at and for the six months ended 30 June 2018 were drawn up, and their adequacy assessed, on the basis of the regulations and methods drawn up by Atlantia SpA in accordance with the Internal Control–Integrated Framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission. This Commission has established a body of general principles providing a standard for internal control systems that is generally accepted at international level.
-
- We also attest that:
- 3.1 the condensed consolidated interim financial statements:
- a) have been prepared in compliance with international accounting standards approved for application in the European Community by EC Regulation 1606/2002, passed by the European Parliament and by the Council on 19 July 2002;
- b) are consistent with the underlying accounting books and records;
- c) present a true and fair view of the financial position and results of operations of the issuer and the consolidated companies.
- 3.2 The interim report on operations contains a reliable analysis of material events during the first six months of the year and their impact on the condensed consolidated interim financial statements, together with a description of the principal risks and uncertainties for the remaining six months of the year. The interim report on operations also includes a reliable analysis of related party transactions.
3 August 2018
Giovanni Castellucci Giancarlo Guenzi
Chief Executive Officer Manager responsible for financial reporting
1DONQSNESGD(MCHODMCDMS TCHSNQR
Legal information and contacts
Registered office
Via Antonio Nibby 20 - 00161 Rome Tel. +39 06 44172652 www.atlantia.it
Legal information
Issued capital: €825,783,990.00, fully paid-up Tax code, VAT number and Rome Companies' Register number: 03731380261 REA no. 1023691
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e-mail: [email protected]
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