Quarterly Report • Sep 13, 2016
Quarterly Report
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Interim Report of the Atlantia Group for the six months ended 30 June 2016
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| 1. Introduction 5 |
|
|---|---|
| Consolidated financial highlights7 | |
| Ownership structure 8 | |
| Share price performance 9 | |
| Structure of the Atlantia Group10 | |
| The Group around the world11 | |
| 2. Interim report on operations15 | ||||
|---|---|---|---|---|
| -- | -- | -- | ----------------------------------- | -- |
| Alternative performance indicators 16 | |
|---|---|
| Group financial review 18 | |
| Key performance indicators by operating segment 42 | |
| Segment information for Group companies44 | |
| Italian motorways46 | |
| Overseas motorways50 | |
| Italian airports54 | |
| Other activities 57 | |
| Workforce58 | |
| Related party transactions 61 | |
| Significant regulatory aspects 62 | |
| Other information67 | |
| Events after 30 June 201668 | |
| Outlook and risks or uncertainties 69 |
| 4. Reports 160 | ||
|---|---|---|
| -- | ---------------- | -- |
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Net debt
Adjusted net debt
| € M |
H1 2016 | H1 2015 |
|---|---|---|
| Revenue | 2,566 | 2,495 |
| Toll revenue | 1,875 | 1,810 |
| Aviation revenue | 292 | 260 |
| Other operating income and contract revenue | 399 | 425 |
| Gross operating profit (EBITDA) | 1,578 | 1,518 |
| Adjusted gross operating profit (EBITDA) | 1,622 | 1,563 |
| Operating profit (EBIT) | 965 | 1,075 |
| Profit/(Loss) from continuing operations | 711 | 636 |
| Profit for the period | 465 | 427 |
| Profit attributable to owners of the parent | 413 | 377 |
| Operating cash flow | 1,095 | 955 |
| Adjusted operating cash flow | 1,114 | 972 |
| Capital expenditure | 566 | 659 |
| € M |
||
| 30 June 2016 | 31 December 2015 | |
| Equity | 8,643 | 8,483 |
| Equity attributable to owners of the parent | 6,820 | 6,800 |
(*) The amounts shown in the above table have been extracted from the reclassified consolidated financial statements included in the "Group financial review ", which also includes the reconciliation of the reclassified and reported amounts published in the "Condensed consolidated interim financial statements". Some of the amounts shown in the table refer to alternative performance indicators, definitions of which are provided in a specific section of this Interim Report.
10,491 10,387 11,624 11,490
(1) Source: CONSOB (as at 30 June 2016).
(2) Includes retail investors.
(3) Excludes treasury shares held by Atlantia SpA, equal to 0.26% of the issued capital. Source: Nasdaq (as at 30 June 2016).
| MOTORWAY NETWORKS OPERATED UNDER CONCESSION | KM | CONCESSION |
|---|---|---|
| EXPIRY | ||
| Italy | 3,020 | |
| Autostrade per l'Italia | 2,855 | 2038 |
| Società Italiana per il Traforo del Monte Bianco | 6 | 2050 |
| Raccordo Autostradale Valle d'Aosta | 32 | 2032 |
| Tangenziale di Napoli | 20 | 2037 |
| Autostrade Meridionali (1) | 52 | 2012 |
| Autostrada Tirrenica (2) | 55 | 2046 |
| Brazil | 1,538 | |
| AB Concessões | ||
| Rodovias das Colinas | 307 | 2028 |
| Concessionária da Rodovia MG050 | 372 | 2032 |
| Triangulo do Sol Auto Estradas | 442 | 2021 |
| Concessionária Rodovias do Tietê (3) | 417 | 2039 |
| Chile | 313 | |
| Grupo Costanera | ||
| Costanera Norte | 43 | 2033 |
| AMB (4) | 10 | 2020 |
| Litoral Central | 81 | 2031 |
| Autopista Nororiente (4) | 22 | 2044 |
| Vespucio Sur | 24 | 2032 |
| Los Lagos | 135 | 2023 |
| India | 110 | |
| Pune-Solapur Expressway (3) | 110 | 2030 |
| Poland | 61 | |
| Stalexport Autostrada Malopolska | 61 | 2027 |
| AIRPORTS | NO. OF | CONCESSION |
| AIRPORTS | EXPIRY | |
| Aeroporti di Roma | 2 | 2044 |
| OTHER ACTIVITIES | KM OF NETWORK | SECTOR OF ACTIVITY |
| USING THE | ||
| SERVICE | ||
| Telepass (Italy) | 5,989 | Electronic tolling systems |
| Electronic Transaction Consultants (USA) | 994 | Electronic tolling systems |
| Motorway and airport | ||
| Pavimental (Italy) | n/a | infrastructure construction |
| and maintenance | ||
| Spea Engineering (Italy) | n/a | Motorway and airport infrastructure engineering |
| services |
(1) For information on the process of awarding the new concession, refer to the section, "Significant regulatory aspects".
(2) A draft addendum to the concession arrangement, to expire in 2040, is currently being negotiated with the Grantor. (3) An unconsolidated company.
(4) The concession term is estimated on the basis of agreements with the Grantor.
| Board of Directors | Chairman | Fabio Cerchiai | |
|---|---|---|---|
| in charge for 2016-2018 | Chief Executive Officer | Giovanni Castellucci | |
| Directors | Carla Angela | (independent) | |
| Gilberto Benetton | |||
| Carlo Bertazzo | |||
| Bernardo Bertoldi | (independent) | ||
| Gianni Coda | (independent) | ||
| Elisabetta De Bernardi di Valserra | |||
| Massimo Lapucci | (independent) | ||
| Giuliano Mari | (independent) | ||
| Valentina Martinelli | |||
| Gianni Mion | |||
| Lucy P. Marcus | (independent) | ||
| Monica Mondardini | (independent) | ||
| Lynda Tyler-Cagni | (independent) | ||
| Secretary | Stefano Cusmai | ||
| Internal Control, Risk and | Chairman | Giuliano Mari | (independent) |
| Corporate Governance Committee | Members | Carla Angela | (independent) |
| Bernardo Bertoldi | (independent) | ||
| Committee of Independent | Chairman | Giuliano Mari | (independent) |
| Directors with responsibility | Members | Bernardo Bertoldi | (independent) |
| for Related Party Transactions | Lynda Tyler-Cagni | (independent) | |
| Human Resources and | Chairman | Lynda Tyler-Cagni | (independent) |
| Remuneration Committee | Members | Carlo Bertazzo | |
| Gianni Coda | (independent) | ||
| Massimo Lapucci | (independent) | ||
| Monica Mondardini | (independent) | ||
| Board of Statutory Auditors | Chairman | Corrado Gatti | |
| for three-year period 2015-2017 | Auditors | Alberto De Nigro | |
| Lelio Fornabaio | |||
| Silvia Olivotto | |||
| Livia Salvini | |||
| Alternate Auditors | Laura Castaldi | ||
| Giuseppe Cerati | |||
| Independent Auditors for the period 2012-2020 |
Deloitte & Touche SpA |
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In application of the CONSOB Ruling of 3 December 2015, which applies the guidelines for alternative performance indicators ("APIs") issued by the European Securities and Markets Authority (ESMA), and which are mandatory in order to meet regulatory reporting requirements or for accounts published after 3 July 2016, the basis used in preparing the APIs published by the Atlantia Group is described below.
The APIs shown in this interim report on operations are deemed relevant to an assessment of the operating performance based on the Group's overall results, the results of its operating segments and the performances of individual Group 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 on a reported basis, in accordance with international financial reporting standards (IAS/IFRS), in the "Condensed consolidated interim financial statements".
With regard to the APIs relating to the consolidated results, the Atlantia Group presents the following reclassified financial statements, which are different from those required under IAS/IFRS and included in the "Condensed consolidated interim financial statements", in the "Group financial review": the reclassified consolidated income statement, the reclassified consolidated statement of financial position and the statement of changes in consolidated net debt. In addition to amounts from the income statement and statement of financial position prepared under IAS/IFRS, these reclassified financial statements present a number of indicators and items derived from them, even when they are not required by the above standards and are, therefore, identifiable as APIs. The reconciliation of reported amounts in the consolidated interim financial statements and those in the reclassified financial statements presented in this interim report on operations is provided in the section, "Reconciliation of the reclassified and reported financial statements", included in the "Group financial review".
A list of the APIs used in this interim report on operations, together with a brief description and a reconciliation with reported amounts, is provided below:
c) "Net invested capital", showing the total value of non-financial assets, after deducting nonfinancial liabilities;
d) "Net debt", being the indicator of the portion of net invested capital funded by net financial liabilities, calculated by deducting "Current and non-current financial assets" from "Current and non-current financial liabilities". The notes to the condensed consolidated interim financial statements also include the reconciliation of net debt with net debt calculated in compliance with the ESMA Recommendation of 20 March 2013;
A number of API's, calculated as above, are also presented after applying certain adjustments in order to provide a consistent basis for comparison over time or in application of a different accounting treatment deemed more effective in representing the financial performance of specific activities carried out by the Group. These adjustments to the AIPs fall within the following two categories:
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 2016, 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 2016, compared with the corresponding amounts as at 31 December 2015.
The accounting standards applied during preparation of this document are consistent with those adopted for the consolidated financial statements for the year ended 31 December 2015, in that the amendments to existing standards that have come into effect from 1 January 2016 have not had a material impact on the consolidated accounts.
The scope of consolidation at 30 June 2016 is unchanged with respect to 31 December 2015. However, it should be noted that the first half of 2016 benefits from the contribution of Autostrada Tirrenica (SAT), consolidated from September 2015.
The Group did not enter into non-recurring, atypical or unusual transactions during the first half of 2016, either with third or related parties. A number of non-recurring transactions with a material impact on profit or loss were, however, concluded in the first half of 2015, as described in greater detail below.
Finally, it should be noted that the reclassified consolidated financial statements presented and analysed in this section have not been audited and that the reconciliation with the corresponding reported amounts in the consolidated interim financial statements is included in the section, "Reconciliation of the reclassified and reported financial statements".
The term "like-for-like basis", used in the analysis of changes in gross operating profit (EBITDA), profit for the period, profit for the period attributable to owners of the parent and operating cash flow, indicates that amounts for comparative periods have been determined by eliminating:
a) from consolidated amounts for the first half of 2016:
and the matching amounts converted using average exchange rates for the same period of 2015;
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. PROF IT F OR THE
| € M |
GROSS OPERATING PROF IT (EBITDA) |
PROF IT F OR THE PERIOD |
PERIOD ATTRIBUTABLE TO OWNERS OF THE PARENT |
OPERATING CASH F LOW |
|---|---|---|---|---|
| Reported amounts for H1 2016 (A) | 1,578 | 465 | 413 | 1,095 |
| Adj ustment for non l i k e-for-l i k e i tems i n H1 2016 |
||||
| Contribution of SAT | - 9 |
1 | 1 | - 5 |
| Exchange rate movements | 30 | 12 | 6 | 20 |
| Change in discount rate applied to provisions | - | 81 | 81 | - |
| Reversal of impairment losses on investments | - | -25 | -25 | - |
| Partial buyback of bonds issued by Atlantia | - | 7 | 7 | 7 |
| Sub-total (B) |
2 1 |
7 6 |
7 0 |
2 2 |
| Li k e-for-l i k e amounts for H1 2016 (C) = (A)+(B) |
1,599 | 541 | 483 | 1,117 |
| Reported amounts for H1 2015 (D) | 1,518 | 427 | 377 | 955 |
| Adj ustment for non l i k e-for-l i k e i tems i n H1 2015 |
||||
| Change in discount rate applied to provisions | - | -46 | -46 | - |
| Partial buyback of bonds issued by Atlantia and purchase of notes issued by Romulus Finance |
- | 129 | 128 | 119 |
| Sub-total (E) |
- | 8 3 |
8 2 |
119 |
| Li k e-for-l i k e amounts for H1 2015 (F ) = (D)+(E) |
1,518 | 510 | 459 | 1,074 |
| Li k e-for-l i k e change (G) = (C)-(F ) |
8 1 |
3 1 |
2 4 |
4 3 |
"Operating revenue" for the first half of 2016 totals €2,566 million and is up €71 million (3%) on the same period of 2015 (€2,495 million).
"Toll revenue" of €1,875 million is up €65 million (4%) compared with the first half of 2015 (€1,810 million). At constant exchange rates, which in the first half of 2016 have had a negative impact of €40 million, toll revenue is up €105 million, primarily reflecting a combination of the following:
"Aviation revenue" of €292 million is up €32 million (12%) compared with the first half of 2015 (€260 million), primarily reflecting increases in airport fees applied from 1 March 2015 and 1 March 2016 and traffic trends (passengers up 2.8%).
"Contract revenue" and "Other operating income", totalling €399 million, is down €26 million on the first half of 2015 (€425 million). After stripping out exchange rate movements, the reduction is €24 million and primarily reflects reduced revenue at Pavimental and Autostrade Tech, due to a reduction in work carried out for external customers, only partially offset by an increase in external revenue at Spea Engineering.
| 2. Interim report on operations | ||||
|---|---|---|---|---|
| Reclassified consolidated income statement | ||||
| € M |
H1 2016 | H1 2015 | INCREASE/ (DECREASE) ABSOLUTE |
% |
| Toll revenue | 1,875 | 1,810 | 65 | 4 |
| Aviation revenue | 292 | 260 | 32 | 12 |
| Contract revenue | 36 | 52 | -16 | -31 |
| Other operating income | 363 | 373 | -10 | -3 |
| Total operating revenue | 2,566 | 2,495 | 71 | 3 |
| Cost of materials and external services | -348 | -362 | 14 | -4 |
| Concession fees | -233 | -223 | -10 | 4 |
| Staff costs | -453 | -433 | -20 | 5 |
| Capitalised staff costs | 46 | 41 | 5 | 12 |
| Total net operating costs | -988 | -977 | -11 | 1 |
| Gross operating profit (EBITDA) | 1,578 | 1,518 | 60 | 4 |
| Amortisation, depreciation, impairment losses and reversals of impairment losses |
-454 | -452 | -2 | n.s. |
| Provisions and other adjustments | -159 | 9 | -168 | n.s. |
| Operating profit (EBIT) | 965 | 1,075 | -110 | -10 |
| Financial income accounted for as an increase in financial assets deriving from concession rights and government grants |
32 | 32 | - | n.s. |
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-32 | -28 | -4 | 14 |
| Other financial income/(expenses) | -251 | -446 | 195 | -44 |
| Capitalised financial expenses on intangible assets deriving from comcession rights |
5 | 12 | -7 | -58 |
| Share of profit/(loss) of investees accounted for using the equity method | -8 | -9 | 1 | -11 |
| Profit/(Loss) before tax from continuing operations | 711 | 636 | 75 | 1 2 |
| Income tax (expense)/benefit | -246 | -216 | -30 | 14 |
| Profit/(Loss) from continuing operations | 465 | 420 | 45 | 1 1 |
| Profit/(Loss) from discontinued operations | - | 7 | -7 | n.s. |
| Profit for the period | 465 | 427 | 38 | 9 |
| (Profit)/Loss attributable to non-controlling interests | 52 | 50 | 2 | 4 |
| (Profit)/Loss attributable to owners of the parent | 413 | 377 | 36 | 1 0 |
| INCREASE/ | ||||
| H1 2016 | H1 2015 | (DECREASE) |
| H1 2016 | H1 2015 | INCREASE/ (DECREASE) |
|
|---|---|---|---|
| Basic earnings per share attributable to the owners of the parent (€) | 0.50 | 0.46 | 0.04 |
| of which: - from continuing operations - from discontinued operations |
0.50 - |
0.45 0.01 |
0.05 -0.01 |
| Diluted earnings per share attributable to the owners of the parent (€) | 0.50 | 0.46 | 0.04 |
| of which: - from continuing operations - from discontinued operations |
0.50 - |
0.45 0.01 |
0.05 -0.01 |
(*) The reconciliation with reported amounts in the consolidated income statement is provided in the section, "Reconciliation of the reclassified and reported financial statements".
"Net operating costs" of €988 million are up €11 million (1%) on the first half of 2015 (€977 million).
The "Cost of materials and external services" amounts to €348 million, down €14 million on the first half of 2015 (€362 million). After stripping out the effect of exchange rate movements, the cost of materials and external services is down €6 million, primarily due to the following:
"Concession fees", totalling €233 million, are up €10 million (4%) compared with the first half of 2015 (€223 million), primarily in line with the increase in toll revenue at the Italian operators.
"Staff costs", after deducting capitalised expenses, amount to €407 million (€392 million in the first half of 2015) and are up €15 million (4%).
"Gross staff costs" of €453 million are up €20 million (5%) on the first six months of 2015 (€433 million). After stripping out exchange rate movements, staff costs are up €23 million (5.3%) due to:
"Gross operating profit" (EBITDA) of €1,578 million is up €60 million (4%) on the first half of 2015 (€1,518 million). On a like-for-like basis, gross operating profit is up €81 million (5%), despite the reduced contribution from the Group's industrial companies in the first half of 2016, reflecting a decrease in activity. This was primarily attributable to reduced investment by the Italian motorway operators, following the completion and entry into service of a number of major works in 2015.
"Amortisation and depreciation, impairment losses and reversals of impairment losses" amount to €454 million, in line with the figure for the first half of 2015 (€452 million).
The "Operating change in provisions and other adjustments" is down €168 million compared with the first half of 2015. This primarily reflects the different performance of provisions for the repair and replacement of motorway infrastructure and of provisions for the refurbishment of airport
infrastructure, which in the first half of 2016 reflect charges of €112 million following an adjustment to the present value of the provisions to reflect the significant decline in the related interest rates. In the first half of 2015, discounting of the provisions resulted in income of €67 million due to increases in the matching interest rates.
"Operating profit" (EBIT) of €965 million is down €110 million (10%) on the first half of 2015 (€1,075 million). Compared with the improvement in EBITDA, this reduction essentially reflects the negative impact of the above discounting of provisions for repair and replacement costs.
"Financial income recognised as an increase in financial assets deriving from concession rights and government grants" is unchanged in the comparative periods at €32 million.
"Financial expenses from discounting of provisions for construction services required by contract and other provisions" amount to €32 million, up €4 million on the first half of 2015 (€28 million).
"Net other financial expenses" of €251 million are down €195 million compared with the first half of 2015 (€446 million). The difference reflects the impact of the financial expenses incurred, in the comparative periods, in relation to the partial buyback of certain bonds issued by the Company and maturing in 2016, 2017 and 2019 (€10 million in the first half of 2016 and €82 million in the comparative period) and the Atlantia's buyback, in the first half of 2015, of notes issued by Romulus Finance (having a total impact on financial expenses of €101 million).
After stripping out the impact of these two transactions in the comparative periods, net financial expenses are down €22 million, reflecting a combination of the following:
"Capitalised financial expenses" of €5 million are down €7 million compared with the same period of 2015 (€12 million). This primarily reflects substantial completion of work on a number of lots on the A14 motorway from Bologna to Taranto.
The "Share of (profit)/loss of associates and joint ventures accounted for using the equity method" amounts to a loss of €8 million (a loss of €9 million in the first half of 2015 ), essentially attributable to the loss reported by the Brazilian operator, Rodovias do Tietè, in the first half of 2016.
"Income tax expense" for the first half of 2016 amounts to €246 million, up €30 million on the first half of 2015 (€216 million). The increase in tax expense is in line with the rise in pre-tax profit from continuing operations.
"Profit from continuing operations" amounts to €465 million, up €45 million on the first half of 2015 (€420 million).
"Profit for the period", amounting to €465 million, is up €38 million on the first half of 2015 (€427 million). On a like-for-like basis, profit for the period is up €31 million (6%).
"Profit for the period attributable to owners of the parent", amounting to €413 million, is up €36 million on the first half of 2015 (€377 million). On a like-for-like basis, profit for the period attributable to owners of the parent is €483 million, marking an increase of €24 million (5%) despite the above decrease in the contribution from the Group's industrial companies.
"Profit attributable to non-controlling interests" amounts to €52 million, not very different from the figure for the comparative period.
| Consolidated statement of comprehensive income | |||
|---|---|---|---|
| € M |
H1 2016 | H1 2015 | |
| Profit for the period | (A) | 465 | 427 |
| Fair value gains/(losses) on cash flow hedges | -145 | 62 | |
| Tax effect of fair value gains/(losses) on cash flow hedges | 33 | -16 | |
| Gains/(losses) from translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro |
226 | -15 | |
| Gains/(Losses) from translation of investments accounted for using the equity method denominated in functional currencies other than the euro |
2 | -1 | |
| Other comprehensive income/(loss) for the period reclassifiable to profit or loss |
(B) | 116 | 3 0 |
| Gains/(losses) from actuarial valuations of provisions for employee benefits | -1 | 1 | |
| Tax effect of gains/(losses) from actuarial valuations of provisions for employee benefits | - | - | |
| Other comprehensive income/(loss) for the period not reclassifiable to profit or loss |
(C) | - 1 |
1 |
| Reclassifications of other components of comprehensive income to profit or loss for the period |
(D) | - 1 |
7 5 |
| Tax effect of reclassifications of other components of comprehensive income to profit or loss for the period |
(E) | - | -21 |
| Total other comprehensive income/(loss) for the period | (F=B+C+D+E) | 114 | 8 5 |
| of which attributable to discontinued operations | - | 6 | |
| Comprehensive income for the period | (A+F) | 579 | 512 |
| Of which attributable to owners of the parent | 415 | 465 | |
| Of which attributable to non-controlling interests | 164 | 47 |
"Total other comprehensive income for the period", after the related taxation, amounts to €114 million (€85 million in the first half of 2015), essentially reflecting a combination of the following:
This was due to the fact that the derivative linked to the notes held by Romulus Finance and purchased by Atlantia no longer qualified as a hedge.
As at 30 June 2016, "Non-current non-financial assets" of €26,977 million are up €216 million on the figure for 31 December 2015 (€26,761 million).
"Property, plant and equipment" of €247 million is substantially in line with the figure as at 31 December 2015 (€232 million).
"Intangible assets" total €25,006 million (€24,845 million as at 31 December 2015). These assets essentially relate to the Group's concession rights, amounting to €20,214 million (€20,043 million as at 31 December 2015), 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 net increase of €161 million in intangible assets is essentially due to:
"Investments", totalling €114 million, are up €17 million on 31 December 2015 (€97 million). This essentially reflects reversal of the impairment loss on the carrying amount of the investment in the Portuguese operator, Lusoponte (€25 million), partially offset by recognition of the Group's share of the loss for the period reported by investees accounted for using the equity method (€8 million) and adjustments to the value of investees accounted for at cost (€3 million).
"Deferred tax assets" of €1,581 million are in line with the figure as at 31 December 2015 (€1,575 million).
| Reclassified consolidated statement of financial position(*) | |||
|---|---|---|---|
| € M |
30 June 2016 | 31 December 2015 | INCREASE/ (DECREASE) |
| Non-current non-financial assets | |||
| Property, plant and equipment | 247 | 232 | 15 |
| Intangible assets | 25,006 | 24,845 | 161 |
| Investments | 114 | 97 | 17 |
| MILIONI DI EURO Deferred tax assets |
30/06/2016 1,581 |
31/12/2015 1,575 |
VARIAZIONE 6 |
| Other non-current assets Attività non finanziarie non correnti |
29 | 12 | 17 |
| Total non-current non-financial assets (A) Attività materiali |
26,977 247 |
26,761 232 |
216 15 |
| Attività immateriali Working capital |
25.006 | 24.845 | 161 |
| Partecipazioni Trading assets |
114 1,604 |
97 1,469 |
17 135 |
| Attività per imposte anticipate Current tax assets |
1.581 206 |
1.575 44 |
6 162 |
| Altre attività non correnti Other current assets |
29 241 |
12 245 |
17 -4 |
| Totale attività non finanziarie non correnti (A) Non-financial assets held for sale or related to discontinued operations |
26.977 4 |
26.761 6 |
216 -2 |
| Capitale d'esercizio Current portion of provisions for construction services required by contract Attività commerciali |
-563 1.604 |
-441 1.469 |
-122 135 |
| Current provisions Attività per imposte sul reddito correnti |
-475 206 |
-429 44 |
-46 162 |
| Trading liabilities Altre attività correnti |
-1,559 241 |
-1,582 245 |
23 -4 |
| Current tax liabilities Attività non finanziarie destinate alle vendita o connesse ad attività |
-214 | -30 | -184 |
| Other current liabilities operative cessate |
4 -539 |
6 -497 |
-2 -42 |
| Non-financial liabilities related to discontinued operations Fondi correnti per impegni da convenzioni |
-3 -563 |
-6 -441 |
3 -122 |
| Fondi correnti per accantonamenti Total working capital (B) |
-475 -1,298 |
-429 -1,221 |
-46 -77 |
| Passività commerciali Gross invested capital (C=A+B) Passività per imposte sul reddito correnti |
-1.559 25,679 -214 |
-1.582 25,540 -30 |
23 139 -184 |
| Altre passività correnti Non-current non-financial liabilities |
-539 | -497 | -42 |
| Passività non finanziarie connesse ad attività operative cessate Non-current portion of provisions for construction services required by contract |
-3 -3,128 |
-6 -3,369 |
3 241 |
| Totale capitale d'esercizio (B) Non-current provisions |
-1.298 -1,572 |
-1.221 -1,501 |
-77 -71 |
| Deferred tax liabilities Capitale investito lordo (C=A+B) |
-1,748 25.679 |
-1,701 25.540 |
-47 139 |
| Other non-current liabilities | -97 | -99 | 2 |
| Passività non finanziarie non correnti Total non-current non-financial liabilities (D) Fondi non correnti per impegni da convenzioni |
-6,545 -3.128 |
-6,670 -3.369 |
125 241 |
| NET INVESTED CAPITAL (E=C+D) Fondi non correnti per accantonamenti |
19,134 -1.583 |
18,870 -1.501 |
264 -82 |
Altre passività non correnti -98 -99 1 (*) 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".
| INCREASE/ | |||
|---|---|---|---|
| € M |
30 June 2016 | 31 December 2015 | (DECREASE) |
| Equity | |||
| Equity attributable to owners of the parent | 6,820 | 6,800 | 2 0 |
| Equity attributable to non-controlling interests | 1,823 | 1,683 | 140 |
| Total equity (F) | 8,643 | 8,483 | 160 |
| Net debt | |||
| Non-current net debt | |||
| Non-current financial liabilities | 14,210 | 14,044 | 166 |
| Bond issues Medium/long-term borrowings |
10,297 3,241 |
10,301 3,256 |
-4 -15 |
| Non-current derivative liabilities | 655 | 461 | 194 |
| Other non-current financial liabilities | 17 | 26 | -9 |
| Non-current financial assets | -2,030 | -1,781 | -249 |
| Non-current financial assets deriving from concession rights | -848 | -766 | -82 |
| Non-current financial assets deriving from government grants Non-current term deposits |
-273 -323 |
-256 -325 |
-17 2 |
| Non-current derivative assets | -26 | - | -26 |
| Other non-current financial assets | -560 | -434 | -126 |
| Total non-current net debt (G) | 12,180 | 12,263 | -83 |
| Current net debt | |||
| Current financial liabilities | 1,032 | 1,939 | -907 |
| Bank overdrafts repayable on demand | 25 | 37 | -12 |
| Short-term borrowings | 246 | 246 | - |
| Current derivative liabilities | 26 | 7 | 19 |
| Current portion of medium/long-term borrowings | 725 | 1,649 | -924 |
| Other current financial liabilities | 10 | - | 10 |
| Cash and cash equivalents | -1,883 | -2,997 | 1,114 |
| Cash in hand | -1,388 | -2,251 | 863 |
| Cash equivalents | -464 | -707 | 243 |
| Cash and cash equivalents related to discontinued operations | -31 | -39 | 8 |
| Current financial assets | -838 | -818 | -20 |
| Current financial assets deriving from concession rights | -441 | -435 | -6 |
| Current financial assets deriving from government grants | -59 | -75 | 16 |
| Current term deposits | -239 | -222 | -17 |
| Current portion of other medium/long-term financial assets | -67 | -69 | 2 |
| Other current financial assets | -32 | -17 | -15 |
| Total current net debt (H) | -1,689 | -1,876 | 187 |
| Total net debt (I=G+H) (1) | 10,491 | 10,387 | 104 |
| NET DEBT AND EQUITY (L=F+I) | 19,134 | 18,870 | 264 |
(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 €1,298 million, compared with a negative balance of €1,221 million as at 31 December 2015, marking an increase of €77 million. The principal changes during the period reflect the following:
a) an increase of €122 million 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, after uses during the first half of 2016;
"Non-current non-financial liabilities", totalling €6,545 million, are down €125 million compared with 31 December 2015 (€6,670 million). The change essentially reflects the combined effect of the following:
As a result, "Net invested capital" totals €19,134 million (€18,870 million as at 31 December 2015).
"Equity attributable to owners of the parent and non-controlling interests" totals €8,643 million (€8,483 million as at 31 December 2015).
"Equity attributable to owners of the parent", totalling €6,820 million, is up €20 million on the figure for 31 December 2015 (€6,800 million), essentially reflecting:
a) comprehensive income for the period of €415 million;
b) Atlantia's payment, in the first half of 2016, of the final dividend for 2015 (€395 million).
"Equity attributable to non-controlling interests" of €1,823 million is up €140 million on 31 December 2015 (€1,683 million). This is due to comprehensive income for the period attributable to non-controlling interests (€164 million), partially offset by dividends paid by a number of Group companies to non-controlling shareholders, totalling €24 million.
| EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| € M | ISSUED CAPITAL | HEDGE RESERVE CASH FLOW |
NET INVESTMENT HEDGE RESERVE |
DIFFERENCES ON OTHER THAN THE TRANSLATION OF DENOMINATED IN CONSOLIDATED LIABILITIES OF RESERVE FOR TRANSLATION CURRENCIES ASSETS AND FUNCTIONAL COMPANIES EURO |
USING THE EQUITY OTHER THAN THE TRANSLATION OF ACCOUNTED FOR DENOMINATED IN RESERVE FOR INVESTMENTS CURRENCIES FUNCTIONAL METHOD EURO |
RESERVES AND RETAINED EARNINGS OTHER |
TREASURY SHARES |
PROFIT/(LOSS) FOR PERIOD |
TOTAL | ATTRIBUTABLE TO CONTROLLING INTERESTS EQUITY NON- |
ATTRIBUTABLE TO OWNERS OF THE TOTAL EQUITY CONTROLLING AND TO NON- INTERESTS PARENT |
| Balance as at 31 December 2014 | 826 | -75 | -36 | -214 | - 4 | 5,776 | -205 | 451 | 6,519 | 1,744 | 8,263 |
| Comprehensive income for the period | 96 - |
- | -9 | - | 1 | - | 377 | 465 | 47 | 512 | |
| Owner transactions and other changes | |||||||||||
| Allocation of profit/(loss) for previous period to retained earnings |
- - |
- | - - |
85 | - | -85 | - | - | - | ||
| Atlantia SpA's final dividend (€0.445 per share) |
- - |
- | - - |
- | - | -366 | -366 | - | -366 | ||
| Dividends paid by other Group companies to non- controlling shareholders |
- - |
- | - - |
- | - | - | - | -30 | -30 | ||
| Sale of treasury shares | - - |
- | - - |
70 | 158 | - | 228 | - | 228 | ||
| Share-based incentive plans | - - |
- | - - |
-3 | 6 | - | 3 | - | 3 | ||
| Balance as at 30 June 2015 | 826 | 2 1 0 |
-36 0 |
0 -223 |
- 4 0 |
5,929 0 |
-41 0 |
0 377 |
6,849 | 1,761 | 8,610 |
| Balance as at 31 December 2015 | 826 | -28 | -36 | -374 | - 7 | 5,934 | -39 | 524 | 6,800 | 1,683 | 8,483 |
| Comprehensive income for the period | -113 - |
- | 115 | 1 | -1 | - | 413 | 415 | 164 | 579 | |
| Owner transactions and other changes | |||||||||||
| Allocation of profit/(loss) for previous period to retained earnings |
- - |
- | - - |
129 | - | -129 | - | - | - | ||
| Atlantia SpA's final dividend (€0.480 per share) |
- - |
- | - - |
- | - | -395 | -395 | - | -395 | ||
| Dividends paid by other Group companies to non- controlling shareholders |
- - |
- | - - |
- | - | - | - | -24 | -24 | ||
| Share-based incentive plans | - - |
- | - - |
-4 | 5 | - | 1 | - | 1 | ||
| Other minor changes | -1 - |
- | - - |
- | - | - | - 1 | - | - 1 | ||
| Balance as at 30 June 2016 | 826 | -142 | -36 | -259 | - 6 | 6,058 | -34 | 413 | 6,820 | 1,823 | 8,643 |
The Group's net debt as at 30 June 2016 amounts to €10,491 million (€10,387 million as at 31 December 2015).
Non-current net debt, amounting to €12,180 million, is up €83 million compared with 31 December 2015 (€12,263 million) and consists of:
a) "Non-current financial liabilities" of €14,210 million, up €166 million on the figure at 31 December 2015, totalling €14,044 million. The change is primarily due to an increase in fair value losses on non-current derivatives, amounting to €194 million, due to the reduction in interest rates used as at 30 June 2016, compared with those used as at 31 December 2015 (€127 million) and foreign exchange losses (€66 million).
It should be noted that, as at 30 June 2016, the item "Non-current derivative liabilities" includes the balance of the new Forward-Starting Interest Rate Swaps (€22 million), entered into with a number of banks in February 2016, having a total notional value of €900 million, with varying 8 year durations. The hedges are subject to a weighted average fixed rate of 0.966% and are associated with highly likely future financial liabilities entered into through to 2019 in order to meet funding requirements.
"Current net funds" of €1,689 million are down €187 million on 31 December 2015 (€1,876 million) and consist of:
c) "Current financial assets" of €838 million as at 30 June 2015, broadly in line with the figure for 31 December 2015 (€818 million). These assets primarily regard current financial assets deriving from concession rights and current term deposits.
The residual weighted average term to maturity of the Group's interest bearing debt is 6 years and 5 months as at 30 June 2016. 91% of the Group's debt is fixed rate. The average cost of the Group's medium/long-term borrowings in the first half of 2016 was
approximately 4.5% (reflecting the combined effect of 3.8% for the companies operating in Italy, 7.2% for the Chilean companies and 15.8% for the Brazilian companies).
As at 30 June 2016, project debt attributable to specific overseas companies amounts to €1,672 million. At the same date, the Group has cash reserves of €4,589 million, consisting of:
As at 30 June 2016, the Group has lines of credit with a weighted average residual term to maturity of approximately eight years and a weighted average residual drawdown period of approximately two years.
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 €12,521 million as at 30 June 2016, compared with €12,168 million as at 31 December 2015.
"Net cash from operating activities" amounts to €965 million for the first half of 2016 (€1,020 million in the first half of 2015), marking a reduction of €55 million. This reflects a combination of the following:
"Cash used for investment in non-financial assets" amounts to €543 million, down €46 million on the first half of 2015 (€589 million). This reflects reduced capital expenditure, after the related government grants, primarily due to the completion and entry into service, in December 2015, of the main sections of motorway included in the Variante di Valico project, partly offset by increased capital expenditure at Aeroporti di Roma.
"Net equity cash outflows" amount to €419 million, reflecting the final dividend payable to owners of the parent and non-controlling shareholders, up €252 million compared with the figure for the first half of 2015 (€167 million), which benefitted from the proceeds (€228 million) from Atlantia's sale of treasury shares in the market in March 2015.
Finally, other changes during the first half of 2016, not linked to the above cash flows, have resulted in an increase of €107 million in net debt, above all reflecting an increase in fair value losses on derivative financial instruments as a result of falling interest rates. There was a decline in net debt in the first half of 2015 due to the same changes (amounting to €115 million). This primarily reflected a reduction in fair value losses on derivative financial instruments as a result of rising interest rates during the period.
The overall impact of the above cash flows has resulted in an increase in net debt of €104 million in the first half of 2016, compared with a decrease of €379 million recorded in the first half of 2015.
| €M | H1 2016 | H1 2015 | |
|---|---|---|---|
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | |||
| Profit for the period | 465 | 427 | |
| Adjusted by: | |||
| Amortisation and depreciation | 454 | 452 | |
| Operating change in provisions, after use of provisions for refurbishment of airport infrastructure | 156 | -9 | |
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
32 | 28 | |
| Impairment losses/(Reversal of impairment losses) on financial assets and investments accounted for at cost or fair value |
-21 | - | |
| Share of (profit)/loss of investees accounted for using the equity method | 8 | 9 | |
| Impairment losses/(Reversal of impairment losses) and adjustments of current and non-current assets | 2 | - | |
| (Gains)/Losses on sale of non-current assets | - | -1 | |
| Net change in deferred tax (assets)/liabilities through profit or loss | 18 | 24 | |
| Other non-cash costs (income) | -19 | 25 | |
| Operating cash flow | 1,095 | 955 | |
| Change in operating capital | -165 | - | |
| Other changes in non-financial assets and liabilities | 35 | 65 | |
| Net cash generated from/(used in) operating activities (A) | 965 | 1,020 | |
| NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETS | |||
| Investment in assets held under concession | -509 | -622 | |
| Purchases of property, plant and equipment | -43 | -23 | |
| Purchases of other intangible assets | -14 | -14 | |
| Capital expenditure | -566 | -659 | |
| Government grants related to assets held under concession | 2 | 30 | |
| Increase in financial assets deriving from concession rights (related to capital expenditure) | 37 | 57 | |
| Purchase of investments | -6 | -15 | |
| Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments | 4 | 1 | |
| Net change in other non-current assets | -14 | -3 | |
| Net cash from/(used in) investment in non-financial assets (B) | -543 | -589 | |
| NET EQUITY CASH INFLOWS/(OUTFLOWS) | |||
| Dividends declared by Group companies | -419 | -397 | |
| Proceeds from sale of treasury shares and exercise of rights under share-based incentive plans | - | 230 | |
| Net equity cash inflows/(outflows) (C) | -419 | -167 | |
| Increase/(Decrease) in cash and cash equivalents during period (A+B+C) | 3 | 264 | |
| Change in fair value of hedging derivatives | -147 | 71 | |
| Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) | 23 | 46 | |
| Effect of foreign exchange rate movements on net debt and other changes | 17 | -2 | |
| Other changes in net debt (D) | -107 | 115 | |
| Decrease/(Increase) in net debt for period (A+B+C+D) | -104 | 379 | |
| Net debt at beginning of period | -10,387 | -10,528 | |
| Net debt at end of period | -10,491 | -10,149 |
(*) 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".
The following statements present reconciliations of the amounts shown in the reclassified consolidated income statement, the reclassified consolidated statement of financial position and the statements of changes in net debt with the corresponding reported amounts.
| €000 | H1 2016 | H1 2015 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 1,874,966 | 1,874,966 | 1,809,864 | 1,809,864 | ||||||||
| Aviation revenue | 291,898 | 291,898 | 259,684 | 259,684 | ||||||||
| Revenue from construction services | (a) 277,009 | 300,363 | (a) 292,932 | 321,325 | ||||||||
| Revenue from construction services - government grants and cost of materials and external services Capitalised staff costs - construction services for which additional economic benefits are received |
(b) | 18,450 | (b) | 16,830 | ||||||||
| Revenue from construction services: capitalised financial expenses | (c) | 4,904 | (c) | 11,550 | ||||||||
| Revenue from construction services provided by sub-operators Contract revenue |
(d) | - | 35,817 | 35,817 | (d) | 13 | 52,362 | 52,362 | ||||
| Other revenue | (e) | 363,192 | (e) | 373,251 | ||||||||
| Other operating income | (e+d) | 363,192 | (e+d) | 373,264 | ||||||||
| Total revenue | 2,866,236 | 2,816,486 | ||||||||||
| TOTAL OPERATING REVENUE | 2,565,873 | 2,495,174 | ||||||||||
| Raw and consumable materials Service costs |
-125,038 -639,981 |
-125,038 -639,981 |
-177,151 -720,300 |
-177,151 -720,300 |
||||||||
| Gain/(Loss) on sale of elements of property, plant and equipment | 221 | 221 | 543 | 543 | ||||||||
| Other operating costs | -276,720 | -271,481 | ||||||||||
| Concession fees Lease expense |
(r) | -233,078 -8,164 |
-8,164 | (r) | -223,250 -8,551 |
-8,551 | ||||||
| Other | -35,478 | -35,478 | -39,680 | -39,680 | ||||||||
| Use of provisions for construction services required by contract | (i) 136,550 | (i) 229,184 | ||||||||||
| Revenue from construction services: government grants and capitalised cost of materials and external services | (a) 277,009 | (a) 292,932 | ||||||||||
| Use of provisions for refurbishment of airport infrastructure COST OF MATERIALS AND EXTERNAL SERVICES |
(h) | 46,669 | -348,212 | (h) | 60,631 | -362,392 | ||||||
| CONCESSION FEES | (r) | -233,078 | (r) | -223,250 | ||||||||
| Staff costs GROSS STAFF COSTS |
(f+g) | -450,277 | (f) | -452,557 | (f+g) | -431,922 | (f) | -433,268 | ||||
| Capitalised staff costs for non-concession-related activities | (g) | 2,280 | (g) | 1,346 | ||||||||
| Capitalised staff costs - construction services for which no additional economic benefits are received | (j) | 25,591 | (j) | 23,294 | ||||||||
| Capitalised staff costs - construction services for which additional economic benefits are received CAPITALISED STAFF COSTS |
(b) | 18,450 | 46,321 | (b) | 16,830 | 41,470 | ||||||
| TOTAL NET OPERATING COSTS | -987,526 | -977,440 | ||||||||||
| GROSS OPERATING PROFIT (EBITDA) | 1,578,347 | 1,517,734 | ||||||||||
| OPERATING CHANGE IN PROVISIONS AND OTHER ADJUSTMENTS | -158,767 | 9,257 | ||||||||||
| Operating change in provisions | -108,715 | 77,010 | ||||||||||
| (Provisions)/ Uses of provisions for repair and replacement of motorway infrastructure | -118,851 | -118,851 | 42,999 | 42,999 | ||||||||
| (Provisions)/ Uses of provisions for refurbishment of airport infrastructure Provisions for refurbishment of airport infrastructure |
-30,045 | 16,624 | -30,045 | -29,457 | 31,174 | -29,457 | ||||||
| Use of provisions for refurbishment of airport infrastructure | (h) | 46,669 | (h) | 60,631 | ||||||||
| Other provisions (Impairment losses)/Reversals of impairment losses on current assets |
-6,488 | (m) | -6,488 -3,383 |
2,837 | (m) | 2,837 -7,122 |
||||||
| Use of provisions for construction services required by contract | 162,141 | 252,478 | ||||||||||
| Use of provisions for construction services required by contract | (i) 136,550 | (i) 229,184 | ||||||||||
| Capitalised staff costs - construction services for which no additional economic benefits are received Amortisation and depreciation |
(j) (k) |
25,591 | -454,083 | (j) (k) |
23,294 | -452,420 | ||||||
| Depreciation of property, plant and equipment | -26,414 | -25,755 | ||||||||||
| Amortisation of intangible assets deriving from concession rights Amortisation of other intangible assets |
-398,059 -29,610 |
-396,074 -30,591 |
||||||||||
| (Impairment losses)/Reversals of impairment losses | -3,383 | -7,122 | ||||||||||
| (Impairment losses)/Reversals of impairment losses on property, plant and equipment and intangible assets | (l) | - | (l) | - | ||||||||
| (Impairment losses)/Reversals of impairment losses on current assets | (m) | -3,383 | (m) | -7,122 | ||||||||
| AMORTISATION, DEPRECIATION, IMPAIRMENT LOSSES AND REVERSALS OF IMPAIRMENT LOSSES | (k+l) | -454,083 | (k+l) | -452,420 | ||||||||
| TOTAL COSTS | -1,895,835 | -1,730,365 | ||||||||||
| OPERATING PROFIT/(LOSS) | 970,401 | 1,086,121 | ||||||||||
| OPERATING PROFIT/(LOSS) (EBIT) | 965,497 | 1,074,571 | ||||||||||
| Financial income Financial income accounted for as an increase in financial assets deriving from concession rights and |
195,394 31,919 |
31,919 | 175,311 31,976 |
31,976 | ||||||||
| government grants | ||||||||||||
| Dividends received from investees Other financial income |
(n) (o) |
7,830 155,645 |
(n) (o) |
569 142,766 |
||||||||
| Financial expenses | -451,184 | -627,064 | ||||||||||
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-31,605 | -31,605 | -28,431 | -28,431 | ||||||||
| Other financial expenses | (p) | -419,579 | (p) | -598,633 | ||||||||
| Foreign exchange gains/(losses) Other financial expenses, after other financial income |
(q) | 4,843 | (n+o+p+q) | -251,261 | (q) | 10,599 | (n+o+p+q) | -444,699 | ||||
| Capitalised financial expenses on intangible assets deriving from concession rights | (c) | 4,904 | (c) | 11,550 | ||||||||
| FINANCIAL INCOME/(EXPENSES) | -250,947 | -441,154 | ||||||||||
| Share of (profit)/loss of investees accounted for using the equity method | -8,323 | -8,323 | -8,836 | -8,836 | ||||||||
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS IN FUNZIONAMENTO |
711,131 | 711,131 | 636,131 | 636,131 | ||||||||
| Income tax (expense)/benefit | -246,432 | -246,432 | -216,108 | -216,108 | ||||||||
| Current tax expense | -228,163 | -196,060 | ||||||||||
| Differences on tax expense for previous years Deferred tax income and expense |
-102 -18,167 |
3,597 -23,645 |
||||||||||
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | 464,699 | 464,699 | 420,023 | 420,023 | ||||||||
| Profit/(Loss) from discontinued operations | - | - | 7,277 | 7,277 | ||||||||
| PROFIT FOR THE PERIOD | 464,699 | 464,699 | 427,300 | 427,300 | ||||||||
| of which: Profit attributable to owners of the parent |
413,230 | 413,230 | 377,538 | 377,538 | ||||||||
| Profit attributable to non-controlling interests | 51,469 | 51,469 | 49,762 | 49,762 |
| €000 | 30 June 2016 | 31 December 2015 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of items | Reported basis | Reclassified basis | Reported basis | Reclassified basis | |||||
| Ref. | Main entries | Ref. | Main entries | Ref. | Main entries | Ref. | Main entries | ||
| Property, plant and equipment | (a) | 247,512 | 247,512 | (a) | 231,742 | 231,742 | |||
| Intangible assets Investments |
(b) (c) |
25,005,701 113,688 |
25,005,701 113,688 |
(b) (c) |
24,844,588 96,865 |
24,844,588 96,865 |
|||
| Deferred tax assets | (d) | 1,580,851 | 1,580,851 | (d) | 1,574,566 | 1,574,566 | |||
| Other non-current assets | (e) | 29,024 | 29,024 | (e) | 13,623 | 13,623 | |||
| Total non-current non-financial assets (A) | 26,976,776 | 26,761,384 | |||||||
| Working capital | |||||||||
| Trading assets Current tax assets |
(f) (g) |
1,603,725 205,997 |
1,603,725 205,997 |
(f) (g) |
1,468,759 43,626 |
1,468,759 43,626 |
|||
| Other current assets | (h) | 240,697 | 240,697 | (h) | 244,735 | 244,735 | |||
| Non-financial assets held for sale or related to discontinued operations |
(w) | 4,271 | (w) | 5,951 | |||||
| Current portion of provisions for construction services | (i) | -563,198 | -563,198 | (i) | -441,499 | -441,499 | |||
| required by contract Current provisions |
(j) | -475,012 | -475,012 | (j) | -428,550 | -428,550 | |||
| Trading liabilities | (k) | -1,558,915 | -1,558,915 | (k) | -1,581,503 | -1,581,503 | |||
| Current tax liabilities Other current liabilities |
(l) (m) |
-213,576 -538,975 |
-213,576 -538,975 |
(l) (m) |
-29,815 -497,802 |
-29,815 -497,802 |
|||
| Non-financial liabilities related to discontinued operations | (x) | -2,917 | (x) | -5,768 | |||||
| Total working capital (B) | -1,297,903 | -1,221,866 | |||||||
| Gross invested capital (C=A+B) | 25,678,873 | 25,539,518 | |||||||
| Non-current non-financial liabilities Non-current portion of provisions for construction services |
|||||||||
| required by contract | (n) | -3,128,266 | -3,128,266 | (n) | -3,369,243 | -3,369,243 | |||
| Non-current provisions Deferred tax liabilities |
(o) (p) |
-1,571,758 -1,747,512 |
-1,571,758 -1,747,512 |
(o) (p) |
-1,500,793 -1,701,181 |
-1,500,793 -1,701,181 |
|||
| Other non-current liabilities | (q) | -97,102 | -97,102 | (q) | -98,778 | -98,778 | |||
| Total non-current non-financial liabilities (D) | -6,544,638 | -6,669,995 | |||||||
| Net invested capital (E=C+D) | 19,134,235 | 18,869,523 | |||||||
| Total equity (F) | 8,643,288 | 8,643,288 | 8,482,816 | 8,482,816 | |||||
| Net debt | |||||||||
| Non-current net debt | |||||||||
| Non-current financial liabilities | (r) | 14,210,195 | 14,210,195 | (r) | 14,044,199 | 14,044,199 | |||
| Non-current financial assets | (s) | -2,030,698 | -2,030,698 | (s) | -1,781,276 | -1,781,276 | |||
| Total non-current net debt (G) | 12,179,497 | 12,262,923 | |||||||
| Current net debt | |||||||||
| Current financial liabilities | (t) | 1,031,505 | 1,031,899 | (t) | 1,938,634 | 1,939,045 | |||
| Bank overdrafts repayable on demand Short-term borrowings |
24,423 245,465 |
24,423 245,465 |
36,654 245,353 |
36,654 245,353 |
|||||
| Current derivative liabilities | 26,314 | 26,314 | 7,036 | 7,036 | |||||
| Current portion of medium/long-term borrowings Other current financial liabilities |
725,406 9,897 |
725,406 9,897 |
1,649,176 415 |
1,649,176 415 |
|||||
| Current financial liabilities related to discontinued operations | (aa) 394 |
(aa) 411 |
|||||||
| Cash and cash equivalents | (u) | -1,851,979 | -1,882,521 | (u) | -2,957,246 | -2,996,267 | |||
| Cash in hand Cash equivalents |
-1,387,891 -464,088 |
-1,387,891 -464,088 |
-2,250,532 -706,714 |
-2,250,533 -706,713 |
|||||
| Cash and cash equivalents related to discontinued operations | (y) -30,542 |
(y) -39,021 |
|||||||
| Current financial assets | (v) | -837,917 | -837,928 | (v) | -818,981 | -818,994 | |||
| Current financial assets deriving from concession rights | -441,131 | -441,131 | -435,511 | -435,511 | |||||
| Current financial assets deriving from government grants Current term deposits |
-59,289 -238,779 |
-59,289 -238,779 |
-74,627 -221,834 |
-74,627 -221,834 |
|||||
| Current derivative assets | - | - | -36 | -36 | |||||
| Current portion of other medium/long-term financial assets Other current financial assets |
-66,782 -31,936 |
-66,782 -31,936 |
-68,987 -17,986 |
-68,987 -17,986 |
|||||
| Financial assets held for sale or related to discontinued operations | (z) -11 |
(z) -13 |
|||||||
| Total current net debt (H) | -1,688,550 | -1,876,216 | |||||||
| Total net debt (I=G+H) | 10,490,947 | 10,386,707 | |||||||
| Net debt and equity (L=F+I) | 19,134,235 | 18,869,523 | |||||||
| Assets held for sale or related to discontinued operations | (-y-z+w) | 34,824 | (-y-z+w) | 44,985 | |||||
| Liabilities related to discontinued operations | (-x+aa) | 3,311 | (-x+aa) | 6,179 | |||||
| TOTAL NON-CURRENT ASSETS | (a+b+c+d | 29,007,474 | (a+b+c+d+ | 28,542,660 | |||||
| +e-s) | e-s) | ||||||||
| TOTAL CURRENT ASSETS | (f+g+h-u-v y-z+w) |
4,775,139 | (f+g+h-u-v y-z+w) |
5,578,332 | |||||
| TOTAL NON-CURRENT LIABILITIES | (-n-o-p- q+r) | 20,754,833 | (-n-o-p-q+r) | 20,714,194 | |||||
| (-i-j-k-l-m+t | |||||||||
| TOTAL CURRENT LIABILITIES | (-i-j-k-l- m+t-x+aa) | 4,384,492 | x+aa) | 4,923,982 |
| €000 | H1 2016 | H1 2015 | |||
|---|---|---|---|---|---|
| Reconciliation of items | Note | Consolidated statement of cash flows |
Changes in consolidated net debt | Consolidated statement of cash flows |
Changes in consolidated net debt |
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | |||||
| Profit for the period | 464,699 | 464,699 | 427,300 | 427,300 | |
| Adjusted by: | |||||
| Amortisation and depreciation | 454,083 | 454,083 | 452,420 | 452,420 | |
| Operating change in provisions, after use of provisions for refurbishment of airport infrastructure | 156,402 | 156,402 | -9,096 | -9,096 | |
| Financial expenses from discounting of provisions for construction services required by contract and other provisions | 31,605 | 31,605 | 28,431 | 28,431 | |
| Impairment losses/(Reversal of impairment losses) on financial assets and investments accounted for at cost or fair value | -21,264 | -21,264 | - | - | |
| Share of (profit)/loss of investees accounted for using the equity method | 8,323 | 8,323 | 8,836 | 8,836 | |
| Impairment losses/(Reversal of impairment losses) and adjustments of current and non-current assets | 1,825 | 1,825 | 10 | 10 | |
| (Gains)/Losses on sale of non-current assets | -221 | -221 | -543 | -543 | |
| Net change in deferred tax (assets)/liabilities through profit or loss | 18,167 | 18,167 | 23,645 | 23,645 | |
| Other non-cash costs (income) | -19,044 | -19,044 | 24,333 | 24,333 | |
| Operating cash flow | 1,094,575 | 955,336 | |||
| Change in operating capital | (a) | -164,765 | - | ||
| Other changes in non-financial assets and liabilities | (b) | 35,070 | 64,653 | ||
| Change in working capital and other changes | (a+b) | -129,695 | 64,653 | ||
| Net cash generated from/(used in) operating activities (A) | 964,880 | 964,880 | 1,019,989 | 1,019,989 | |
| NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETS | |||||
| Investment in assets held under concession | -509,248 | -509,248 | -621,709 | -621,709 | |
| Purchases of property, plant and equipment | -42,777 | -42,777 | -22,625 | -22,625 | |
| Purchases of other intangible assets | -14,414 | -14,414 | -14,794 | -14,794 | |
| Capital expenditure | -566,439 | -659,128 | |||
| Government grants related to assets held under concession | 1,521 | 1,521 | 29,503 | 29,503 | |
| Increase in financial assets deriving from concession rights (related to capital expenditure) | 37,324 | 37,324 | 57,285 | 57,285 | |
| Purchase of investments | -5,660 | -5,660 | -14,881 | -14,881 | |
| Purchases of consolidated companies, including net debt assumed | - - |
-193 | -193 | ||
| Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments | 4,117 | 4,117 | 981 | 981 | |
| Net change in other non-current assets | -13,583 | -13,583 | -2,396 | -2,396 | |
| Net change in current and non-current financial assets | (c) | -85,134 | 196,616 | ||
| Net cash from/(used in) investment in non-financial assets (B) | (d) | -542,720 | -588,829 | ||
| Net cash generated from/(used in) investing activities (C) | (c+d) | -627,854 | -392,213 | ||
| NET EQUITY CASH INFLOWS/(OUTFLOWS) | |||||
| Dividends declared by Group companies | (e) | -418,804 | -396,629 | ||
| Dividends paid | (f) | -410,521 | -396,609 | ||
| Proceeds from sale of treasury shares and exercise of rights under share-based incentive plans | - - |
230,118 | 230,118 | ||
| Net equity cash inflows/(outflows) (D) | -418,804 | -166,511 | |||
| Net cash generated during the period (A+B+D) | 3,356 | 264,649 | |||
| Issuance of bonds | 23,887 | 890,495 | |||
| Increase in medium/long term borrowings (excluding finance lease liabilities) | 12,467 | 786 | |||
| Bond redemptions | -909,614 | -115,431 | |||
| Buyback of bonds issued by Atlantia and purchase of notes issued by Romulus Finance | -72,200 | -1,306,812 | |||
| Repayments of medium/long term borrowings (excluding finance lease liabilities) | -55,699 | -216,294 | |||
| Payment of finance lease liabilities | -1,390 | -1,361 | |||
| Net change in other current and non-current financial liabilities | -46,568 | -403,722 | |||
| Net cash generated from/(used in) financing activities (E) | -1,459,638 | -1,318,830 | |||
| Change in fair value of hedging derivatives | (g) | -146,921 | 70,763 | ||
| Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) | (h) | 22,362 | 46,438 | ||
| Effect of foreign exchange rate movements on net debt and other changes | (i) | 16,963 | -3,115 | ||
| Other changes in net debt (F) | -107,596 | 114,086 | |||
| Net effect of foreign exchange rate movements on net cash and cash equivalents (G) | 21,097 | -6,278 | |||
| Decrease in net debt for period (A+B+D+F) | -104,240 | 378,735 | |||
| Net debt at beginning of period | -10,386,707 | -10,527,795 | |||
| Net debt at end of period | -10,490,947 | -10,149,060 | |||
| Increase/(Decrease) in cash and cash equivalents during period (A+C+E+G) | -1,101,515 | -697,332 | |||
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 2,959,613 | 1,952,748 | |||
| NET CASH AND CASH EQUIVALENTS AT END OF PERIOD | 1,858,098 | 1,255,416 |
The following section presents a number of ("adjusted") alternative performance indicators, calculated by stripping out, from the corresponding reported amounts in the reclassified consolidated income statement and the reclassified consolidated statement of financial position, the impact of application of the "financial model", introduced by IFRIC 12, by the Group's operators who have adopted this model. The following statement presents adjustments to gross operating profit (EBITDA), operating cash flow and net debt deriving from the specific nature of concession arrangements entered into with the grantors of the concessions held by certain Chilean operators, under which the operators have an unconditional right to receive contractually guaranteed cash payments regardless of the extent to which the public uses the service. This right is accounted for in "financial assets deriving from concession rights" in the statement of financial position.
The adjusted alternative performance indicators are presented with the sole aim of enabling analysts and the rating agencies to assess the Group's results of operations and financial position using the basis of presentation normally adopted by them.
The adjustments applied to the alternative performance indicators based on reported amounts regard:
| € M |
Reference to notes to consolidated |
H1 2016 | H1 2015 | |||
|---|---|---|---|---|---|---|
| financial statements |
EBITDA | Operating cash flow |
EBITDA | Operating cash flow |
||
| Reported amounts | 1,578 | 1,095 | 1,518 | 955 | ||
| Increase in revenue for guaranteed minimum revenue | note 7.4 | 3 6 |
3 6 |
3 6 |
3 6 |
|
| Grants for motorway maintenance | note 7.4 | 7 | 7 | 8 | 8 | |
| Grants for investment in motorway infrastructure | 1 | 1 | 1 | 1 | ||
| Reversal of financial income deriving from discounting of financial assets deriving from concession rights (guaranteed minimums) |
note 8.13 | -22 | -24 | |||
| Reversal of financial income deriving from discounting of financial assets deriving from government grants for motorway maintenance |
note 8.13 | - 3 |
- 4 |
|||
| Total adjustments | 4 4 |
1 9 |
4 5 |
1 7 |
||
| Adjusted amounts | 1,622 | 1,114 | 1,563 | 972 |
| NET DEBT AS AT 30 JUNE 2016 |
NET DEBT AS AT 31 DDECEMBER 2015 |
||
|---|---|---|---|
| Reported amounts | 10,491 | 10,387 | |
| Reversal of financial assets deriving from takeover rights | note 7.4 | 404 | 403 |
| Reversal of financial assets deriving from guaranteed minimum revenue |
note 7.4 | 637 | 610 |
| Reversal of financial assets deriving from grants for motorway maintenance |
note 7.4 | 9 2 |
9 0 |
| Total adjustments | 1,133 | 1,103 | |
| Adjusted amounts | 11,624 | 11,490 |
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 geographical area and business segment.
Details of the composition of the Atlantia Group's operating segments are 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. In addition, this segment also includes Telepass, the companies that provide support for the motorway business in Italy, and the Italian holding company, Autostrade dell'Atlantico, which holds investments in South America; € M ITALIAN MOTORWAYS OVERSEAS MOTORWAYS ITALIAN AIRPORTS
| H1 2016 | H1 2015 | H1 2016 | H1 2015 | H1 2016 | H1 2015 | ||
|---|---|---|---|---|---|---|---|
| REPORTED AMOUNTS | |||||||
| External revenue | 1,844 | 1,755 | 255 | 280 | 399 | 370 | |
| Intersegment revenue | 6 | 6 | - | - | - | 1 | |
| Total operating revenue | 1,850 | 1,761 | 255 | 280 | 399 | 371 | |
| EBITDA | 1,156 | 1,075 | 188 | 210 | 230 | 212 | |
| Operating cash flow | 759 | 663 | 164 | 176 | 169 | 156 | |
| Capital expenditure | 311 | 445 | 7 2 |
8 8 |
172 | 114 | |
| ADJUSTED AMOUNTS | |||||||
| Adjusted EBITDA | 1,156 | 1,075 | 232 | 255 | 230 | 212 | |
| Adjusted operating cash flow | 759 | 663 | 183 | 193 | 169 | 156 |
(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".
Key performance indicators for each of the Group's operating segments in the two comparative periods are shown below.
| ATLANTIA AND OTHER ACTIVITIES |
CONSOLIDATION ADJUSTMENTS | TOTAL ATLANTIA GROUP(1) |
|||
|---|---|---|---|---|---|
| H1 2016 | H1 2015 | H1 2016 | H1 2015 | H1 2016 | H1 2015 |
| 68 | 90 | - | - | 2,566 | 2,495 |
| 206 | 270 | -212 | -277 | - | - |
| 274 | 360 | -212 | -277 | 2,566 | 2,495 |
| 4 | 21 | - | - | 1,578 | 1,518 |
| 3 | -40 | - | - | 1,095 | 955 |
| 16 | 12 | - 5 |
- | 566 | 659 |
| 4 | 21 | - | - | 1,622 | 1,563 |
| 3 | -40 | - | - | 1,114 | 972 |
| € M |
OPERATING REVENUE | |||
|---|---|---|---|---|
| H1 2016 | H1 2015 | INCREASE/(DECREASE) ABSOLUTE |
% | |
| Italian motorways | ||||
| Autostrade per l'Italia | 1,652 | 1,585 | 67 | 4% |
| Telepass | 77 | 73 | 4 | 5% |
| Autostrade Meridionali Tangenziale di Napoli |
42 36 |
41 36 |
1 - |
2% n/s |
| Società Italiana per il Traforo del Monte | 28 | 28 | - | n/s |
| Autostrada Tirrenica (a) | 16 | - | 16 | n/s |
| Essediesse Raccordo Autostradale Valle d'Aosta |
13 9 |
13 9 |
- - |
n/s n/s |
| Giove Clear | 6 | 6 | - | n/s |
| Ad Moving | 4 | 4 | - | n/s |
| Intersegment adjustments | -33 | -34 | 1 | -3% |
| Total Italian motorways | 1,850 | 1,761 | 8 9 |
5 % |
| Overseas motorways | ||||
| Rodovia das Colinas | 54 | 67 | -13 | -19% |
| Triangulo do Sol Rodovia MG050 (Nascentes das Gerais) |
48 13 |
60 14 |
-12 -1 |
-20% -7% |
| AB Concessões | 2 | 3 | -1 | -33% |
| Soluciona Concervacao Rodoviaria | 2 | 1 | 1 | n/s |
| Total Brazil | 119 | 145 | -26 | -18% |
| Costanera Norte | 48 | 47 | 1 | 2% |
| Vespucio Sur | 43 | 42 | 1 | 2% |
| Gestion Vial | 15 | 13 | 2 | 15% |
| Los Lagos | 13 | 13 | - | n/s |
| Autopista Nororiente Grupo Costanera |
3 1 |
3 1 |
- - |
n/s n/s |
| Litoral Central | 1 | 1 | - | n/s |
| AMB | 1 | 1 | - | n/s |
| Total Chile | 125 | 121 | 4 | 3 % |
| Stalexport Autostrady group | 32 | 30 | 2 | 7% |
| Total Poland and other | 3 2 |
3 0 |
2 | 7% |
| Intersegment adjustments | -21 | -16 | - 5 |
31% |
| Total overseas motorways | 255 | 280 | -25 | -9% |
| Italian airports | ||||
| Aeroporti di Roma group Fiumicino Energia |
398 3 |
369 4 |
29 -1 |
8% -25% |
| Leonardo Energia | 10 | 11 | -1 | -9% |
| Intersegment adjustments | -12 | -13 | 1 | -8% |
| Total Italian airports | 399 | 371 | 2 8 |
8 % |
| Atlantia and other activities | ||||
| Pavimental | 155 | 241 | -86 | -36% |
| Spea Engineering | 58 | 54 | 4 | 7% |
| ETC Autostrade Tech |
32 24 |
34 28 |
-2 -4 |
-6% -14% |
| Pavimental Polska | 3 | 2 | 1 | 50% |
| Atlantia | 2 | 1 | 1 | n/s |
| Infoblu | 2 | 2 | - | n/s |
| Intersegment adjustments | - 2 |
- 2 |
- | n/s |
| Total Atlantia and other activities | 274 | 360 | -86 | -24% |
| Consolidation adjustments | -212 | -277 | 6 5 |
-23% |
(*) The alternative performance indicators presented above are defined in the section, "Alternative performance indicators".
(a) This company has been consolidated by the Group from September 2015.
| EBITDA | CAPITAL EXPENDITURE | ||||||
|---|---|---|---|---|---|---|---|
| H1 2016 | H1 2015 | INCREASE/(DECREASE) | H1 2016 | H1 2015 | INCREASE/(DECREASE) | ||
| ABSOLUTE | % | ABSOLUTE | % | ||||
| 1,045 | 978 | 67 | 7% | 273 | 425 | -152 | -36% |
| 47 | 46 | 1 | 2% | 7 | 5 | 2 | 40% |
| 15 16 |
13 15 |
2 1 |
15% 7% |
1 8 |
9 5 |
-8 3 |
-89% 60% |
| 19 | 18 | 1 | 6% | 1 | - | 1 | n/s |
| 9 | - | 9 | n/s | 21 | - | 21 | n/s |
| 1 | 1 | - | n/s | - | - | - | n/s |
| 3 | 3 | - | n/s | - | 1 | -1 | n/s |
| 1 | 1 | - | n/s | - | - | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 1,156 | 1,075 | 8 1 |
8 % |
311 | 445 | -134 | -30% |
| 37 | 53 | -16 | -30% | 10 | 7 | 3 | 43% |
| 36 4 |
46 10 |
-10 -6 |
-22% -60% |
5 15 |
6 23 |
-1 -8 |
-17% -35% |
| -1 | -1 | - | n/s | - | - | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 7 6 |
108 | -32 | -30% | 3 0 |
3 6 |
- 6 |
-17% |
| 37 37 |
36 33 |
1 4 |
3% 12% |
36 1 |
50 - |
-14 1 |
-28% n/s |
| 4 | 3 | 1 | 33% | 2 | - | 2 | n/s |
| 8 | 8 | - | n/s | - | - | - | n/s |
| - | - | - | n/s | 1 | - | 1 | n/s |
| - | -1 | 1 | n/s | - | - | - | n/s |
| 1 | -1 | 2 | n/s | - | - | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 8 7 |
7 8 |
9 | 12% | 4 0 |
5 0 |
-10 | -20% |
| 25 | 24 | 1 | 4% | 2 | 2 | - | n/s |
| 2 5 |
2 4 |
1 | 4 % |
2 | 2 | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 188 | 210 | -22 | -10% | 7 2 |
8 8 |
-16 | -18% |
| 228 2 |
209 3 |
19 -1 |
9% -33% |
172 - |
114 - |
58 - |
51% n/s |
| - | - | - | n/s | - | - | - | n/s |
| - | - | - | n/s | - | - | - | n/s |
| 230 | 212 | 1 8 |
8 % |
172 | 114 | 5 8 |
n/s |
| - | 9 | -9 | n/s | 12 | 6 | 6 | n/s |
| 13 | 16 | -3 | -19% | - | 1 | -1 | n/s |
| 4 | 6 | -2 | -33% | 4 | 4 | - | n/s |
| 2 | 5 | -3 | -60% | - | 1 | -1 | n/s |
| - | - | - | n/s | - | - | - | n/s |
| -15 | -15 | - | n/s | - | - | - | n/s |
| - - |
- - |
- - |
n/s n/s |
- - |
- - |
- - |
n/s n/s |
| 4 | 2 1 |
-17 | -81% | 1 6 |
1 2 |
4 | n/s |
| - | - | - | n/s | - 5 |
- | - 5 |
n/s |
| 1,578 | 1,518 | 6 0 |
4 % |
566 | 659 | -93 | -14% |
The Group's Italian motorway operations generated operating revenue of €1,850 million in the first half of 2016, an increase of €89 million on the same period of 2015 (up 5%).
The Group's Italian motorway operators report net toll revenue of €1,635 million for the first half of 2016, marking an increase of €88 million on the first half of 2015, primarily due to the following:
Other operating income of €215 million is in line with the first half of 2015, primarily reflecting the combined effect of increased turnover at Telepass, the change in the scope of consolidation resulting from the consolidation of Autostrada Tirrenica and reduced oil royalties from Autostrade per l'Italia's service areas, linked to the discounts granted to service providers whose concessions were renewed in 2016.
EBITDA for the Italian motorway operations in the first half of 2016 amounts to €1,156 million, up €81 million (8%) on the same period of 2015.
This results partly reflects an increase in net operating costs of approximately €8 million, primarily due to the combined effect of the following:
at EsseDiEsse and in the hiring of toll collectors at Autostrade per l'Italia and Tangenziale di Napoli.
Traffic on the Group's Italian network in the first half of 2016 (measured in kilometres travelled) is up 3.8% on the same period of the previous year.
The number of kilometres travelled by vehicles with 2 axles is up 3.6%, with the figure for those with 3 or more axles up 5.1%.
After adjusting for the leap-year effect, the increase in kilometres travelled is 3.3%.
| KM TRAVELLED (MILLIONS) * | ATVD ** | ||||
|---|---|---|---|---|---|
| MOTORWAY SECTION | VEHICLES WITH 2 AXLES |
VEHICLES WITH 3+ AXLES |
TOTAL VEHICLES |
% INC./(DEC.) ON H1 2015 |
H1 2016 |
| Autostrade per l'Italia | 18,719 | 3,041 | 21,760 | 3.7 | 41,883 |
| Autostrade Meridionali | 792 | 17 | 808 | 5.5 | 86,088 |
| Tangenziale di Napoli | 436 | 39 | 475 | 2.7 | 129,205 |
| Raccordo Autostradale Valle d'Aosta | 41 | 10 | 50 | 5.2 | 8,665 |
| Società Italiana per il Traforo del Monte Bianco | 4 | 2 | 5 | 1.6 | 4,901 |
| Società Autostrada Tirrenica | 104 | 11 | 115 | 3.1 | 15,769 |
| Total Ital i an operators |
20,095 | 3,119 | 23,214 | 3.8 | 42,457 |
* The data for June is provisional.
** Average theoretical vehicles per day, equal to number of kilometres travelled/journey length/number of days.
Information on toll increases effective 1 January 2016 is provided in the section, "Significant regulatory aspects".
Autostrade per l'Italia and the Group's other Italian operators invested a total of €311 million in the first half of 2016, marking a reduction of €134 million (30%) compared with the first half of 2015. The difference essentially reflects completion, in 2015, of the main works forming part of the Variante di Valico project and of works, in the Milan area, completed and opened to traffic in April 2015 on the occasion of the Milan Expo. %
| occasion of the Milan Expo. | |||
|---|---|---|---|
| € M |
H1 2016 | H1 2015 | % INCREASE/ (DECREASE) |
| Autostrade per l'Italia -projects in Agreement of 1997 | 104 | 167 | -38% |
| Autostrade per l'Italia - projects in IV Addendum of 2002 | 8 9 |
146 | -39% |
| Investment in major works by other operators | 1 9 |
9 | 111% |
| Other capital expenditure and capitalised costs (staff, maintenance and other) | 8 0 |
112 | -29% |
| Total investment in infrastructure operated under concession | 292 | 434 | -33% |
| Investment in other intangible assets | 7 | 3 | 133% |
| Investment in property, plant and equipment | 1 2 |
8 | 50% |
| Total investment in motorways in Italy | 311 | 445 | -30% |
With regard to the works envisaged in Autostrade per l'Italia's Agreement of 1997, work on completion of the Variante di Valico, opened to traffic on 23 December 2015, continued in the first half of 2016, with the construction of works not having an impact on operation of the new infrastructure. In terms of the Florence Interchange, work proceeded on widening the A1 between Barberino and Florence North to three lanes and on completion of off carriageway works on the Florence North-Florence South section.
Expenditure on the works envisaged in Autostrade per l'Italia's IV Addendum of 2002 in the first half of 2016 primarily regarded completion of the A14 Rimini-Porto Sant'Elpidio, on the sections between Senigallia and Ancona North, 16 km of which was opened to traffic in December 2015, and between Ancona North and Ancona South. Investment also focused, through to a lesser extent, on the section of the A8/A9 in Lombardy.
Investment in major works by the Group's other Italian operators almost entirely relates to works carried out by Autostrada Tirrenica on approximately 15 km of the Civitavecchia-Tarquinia South section, opened to traffic at the end of March 2016.
The €32 million reduction in other investment largely reflects completion of the upgraded Rho-Monza section of motorway, which has replaced the old provincial highway. The new section of road was also opened to traffic in April 2015.
As at 30 June 2016, Group companies have recognised contract reserves quantified by contractors amounting to approximately €1,569 million (€1,620 million as at 31 December 2015). Based on past experience, only a small percentage of the reserves will actually have to be paid to contractors and, in this case, will be accounted for as an increase in the cost of concession rights accounted for in intangible assets.
Reserves have also been recognised in relation to works not connected to investment (work for external parties and maintenance), amounting to approximately €43 million. The estimated future cost is covered by provisions for disputes accounted for in the consolidated financial statements as at and for the six months ended 30 June 2016.
As at 30 June 2016, 8,997,835 Telepass devices are in circulation (up 354,000 on 30 June 2015), whilst the number of subscribers of the Premium Option total 1,947,382 (up 91,000 on the figure for 30 June 2015).
Telepass generated operating revenue of €77 million in the first half of 2016, up €4 million on the same period of 2015. This primarily consists of Telepass fees of €50 million, Viacard subscription fees of €10 million and payments for Premium services of €9 million. The company's EBITDA for the first half of 2016 is €47 million, marking an increase of €1 million compared with the same period of the previous year.
The Group's overseas motorway operators generated operating revenue of €255 million in the first half of 2016, down €25 million (9%) on the first half of 2015 and reflecting the negative impact of exchange rate movements. At constant exchange rates, operating revenue is up 6%. The growth was driven by toll increases applied by operators in accordance with the terms of their concession arrangements, and by increases in traffic (measured in terms of kilometres travelled) comparerd with the first half of del 2015. Traffic growth was particularly evident in Chile (5.6%) and Poland (12.1%), compared with a decline in Brazil (down 2.4%), linked to the continuing weakness of the Brazilian economy.
After stripping out the leap-year effect, traffic in the first half of 2016 (measured in kilometres travelled) is up 5.1% in Chile, down 2.9% in Brazil and up 11.6% in Poland.
EBITDA for the overseas companies, amounting to €188 million in the first half of 2016, is down €22 million (10%) on the same period of 2015. Among other factors, the reduction reflects increased costs linked to planned maintenance and resurfacing work carried out in Brazil and the negative impact of exchange rate movements. At constant exchange rates, EBITDA is up 4%.
The Chilean operators' operating revenue for the first half of 2016 amounts to a total of €125 million, up 3% on the same period of 2015. At constant exchange rates, operating revenue is up 13%.
EBITDA of €87 million is up approximately €9 million (12%) on the first half of 2015, rising 23% at constant exchange rates.
Adjusted EBITDA1 of €131 million is up approximately €8 million on the first half of 2015 (up 7%).
| Traffic performance | |||||||
|---|---|---|---|---|---|---|---|
| MILLIONS OF KM TRAVELLED |
TRAF F IC |
||||||
| H1 2016 | H1 2015 | % INCREASE/ (DECREASE) |
|||||
| Grupo Costanera | |||||||
| Costanera Norte | 571 | 552 | 3.6% | ||||
| Nororiente | 4 2 |
3 6 |
16.5% | ||||
| Vespucio Sur | 449 | 432 | 4.0% | ||||
| Litoral Central | 6 5 |
6 4 |
3.0% | ||||
| AMB | 1 2 |
1 1 |
7.0% | ||||
| (*) Los Lagos |
378 | 342 | 10.3% | ||||
| Total | 1,518 | 1,438 | 5.6% |
(*) The increase in traffic in terms of journeys is 8.2%.
Traffic on the motorways operated by the Group's Chilean operators, measured in terms of kilometres travelled, rose by a total of 5.6% in the first half of 2016.
From January 2016, the operators controlled by Grupo Costanera applied the following annual toll increases, calculated under the terms of the related concession arrangements:
From January 2016, the tolls applied by Los Lagos have risen 2.3%, reflecting a combination of the increase linked to inflation in 2015 (+3.9%) and a further increase in the form of a bonus relating to safety improvements in 2016 (up 2.4%), less the bonus for safety improvements awarded in 2015, equal to 4.0%.
1 Adjusted EBITDA is calculated by adding, to the Chilean companies' total reported EBITDA, the impact of application of the "financial model", introduced by IFRIC 12, by the Chilean operators who have adopted this model, amounting to €44 million for the first half of 2016. Details of the adjustments made and the reconciliation with the corresponding reported amounts are provided in the section, "Adjusted consolidated results of operations and financial position and reconciliation with reported consolidated amounts", included in the "Group financial review".
Capital expenditure amounted to a total of €40 million in the first half 2016, with around 61% of the works to be carried out as part of the Santiago Centro Oriente upgrade programme, amounting to total investment of approximately €256 billion Chilean pesos (equal to around €344 million) in the section operated by Costanera Norte, having been completed.
The Brazilian operators' operating revenue for the first half of 2016 amounts to a total of €119 million, down 18% on the same period of 2015. At constant exchange rates, operating revenue is up 2%.
EBITDA of €76 million is down approximately €32 million (30%) on the first half of 2015. The reduction is primarily due to an increase in maintenance and resurfacing work carried out in the first half of 2016, compared with the first half of 2015, and the negative impact of exchange rate movements. At constant exchange rates, EBITDA is down 11%.
| Traffic performance | |||
|---|---|---|---|
| MILLIONS OF KM TRAVELLED | TRAFFIC | ||
| H1 2016 | H1 2015 | % INCREASE/ (DECREAS |
|
| E ) |
|||
| Triangulo do Sol | 692 | 714 | -3.1% |
| Rodovias das Colinas | 975 | 1,009 | -3.4% |
| Rodovia MG050 | 390 | 384 | 1.6% |
| Total | 2,057 | 2,107 | -2.4% |
Traffic on the network operated by the Brazilian operators consolidated by the Group fell 2.4% in terms of kilometres travelled in the first half of 2016.
Toll revenue for the first half of 2016 benefitted from the annual toll increases applied by the two operators in the State of Sao Paulo from July 2015 and by the operator, Rodovia MG050, in the State of Minas Gerais, from June 2015.
Triangulo do Sol and Colinas increased their tolls by 4.11% from 1 July 2015, based on the rate of general price inflation in the period between June 2014 and May 2015, as provided for in the respective concession arrangements.
From 24 June 2015, the tolls applied by the operator, Rodovia MG050, rose by 8.17%, based on the rate of consumer price inflation in the period between May 2014 and April 2015, as provided for in the related concession arrangement.
Rodovia MG050's toll revenue was negatively affected by the suspension of charges for the suspended axles of heavy vehicles introduced by federal law 13103/2015, which came into effect on 17 April 2015. The loss of revenue resulting from the entry into effect of above legislation will be subject to compensation in accordance with the concession arrangement.
During the first half of 2016, a total of €30 million was invested in upgrading the network operated under concession in Brazil.
With the opening to traffic of the last 5.5 km of the Rodoanel (Sao Paulo's orbital motorway), the entire stretch of this road, covering 105 km, is now operational with a provisional layout2 . This road is operated under concession by SPMAR, on whose shares Atlantia Bertin Concessoes has a call option exercisable in accordance with the terms of agreements with the Bertin group, currently SPMAR's controlling shareholder.
In Poland, the Stalexport Autostrady group recorded operating revenue of €32 million in the first half of 2016, up 7% on the same period of 2015. At constant exchange rates, revenue is up 13%. EBITDA of €25 million is up 4% on the first half of 2015. At constant exchange rates, EBITDA is up 13%.
| MILLIONS OF KM TRAVELLED | TRAFFIC | ||
|---|---|---|---|
| H1 2016 | H1 2015 | % INCREASE/ (DECREASE) |
|
| Stalexport Autostrada Malopolska | 424 | 378 | 12.1% |
| The Polish operator, Stalexport Autostrada Malopolska, registered a 12.1% increase in traffic, in terms of kilometres travelled, in the first half of 2016, compared with the first half of 2015. The number of light vehicles is up 11.9%, whilst heavy vehicles are up 12.6%. Tolls were increased by 10.7%3 from 1 March 2015, rising from 9.0 to 10.0 zlotys for light vehicles, from 15.0 to 16.5 zlotys for vehicles with up to 3 axles and from 24.5 to 26.5 zlotys for those with more than 3 axles. There have not been any further increases for 2016. |
|||
| 2 The regulator for the state of Sao Paulo (ARTESP) also authorised collection of tolls from 2 July 2015, despite the fact that a number of construction works still have to be carried out to complete the section of motorway. 3 The weighted average increase based on the distribution of traffic in the first quarter of 2015 (in terms of km travelled) over the three classes of vehicle. |
2 The regulator for the state of Sao Paulo (ARTESP) also authorised collection of tolls from 2 July 2015, despite the fact that a number of construction works still have to be carried out to complete the section of motorway.
3 The weighted average increase based on the distribution of traffic in the first quarter of 2015 (in terms of km travelled) over
The Italian airports business generated operating revenue of €399 million in the first half of 2016, an increase of €28 million (8%) compared with the same period of the previous year. Aviation revenue of €292 million is up by a total of €32 million (12%) compared with the first half of 2015, reflecting traffic growth (passengers up 2.8%) and the increases in airport fees applied from 1 March (2016 and 2015).
Other operating income of €107 million is down €4 million compared with the first half of 2015, which included the estimated insurance proceeds receivable in order to cover the cost of the rescue and security services incurred during the period as a result of the fire in Terminal 3.
EBITDA of €230 million is up €18 million (8%) on the first half of 2015. The performance of EBITDA reflects the following:
The Roman airport system handled a traffic volume of 22 million passengers in the first half of 2016, marking an increase of 2.8% on the same period of the previous year. After stripping out calendar-related effects (the leap-year effect), the increase is approximately 2.3%.
In terms of the airport system as a whole, the EU segment is up 3.9% on the first half of 2015 (accounting for 51% of total traffic). The non-EU segment is up 2.5% and domestic traffic is up 1.2%. In particular, passenger traffic at Fiumicino airport is up 3.9%, whilst Ciampino registered decrease of 4.0%. The latter decline is entirely due to the exceptional transfer, between May and June 2015, of flights that could no longer operate from Fiumicino as a result of the above fire. Capacity at the Roman airport system is also up, with the number of available seats rising 1.9% and aircraft tonnage up 3.4%, whilst movements are substantially in line (a decline of 0.2%).
Capital expenditure totalled €172 million in the first half of 2016 (up €45 million compared with the first half of 2015).
The principal works underway on terminals and piers regard construction of the new departure areas E/F and the avant-corps for Terminal 3 at Fiumicino.
Work on the development of airport systems and equipment includes installation of the new baggage handling system ("BHS") for Terminal 1, with the first section of the system due to begin operating (on 6 July) undergoing tests. Work on the makeover of the new electricity network serving the runways also continued. Work on the final design for Lot 2 of the Eastern Terminal System at Fiumicino airport is in progress, with this project covering the enlargement of Terminal 1, reconfiguration of Boarding Area C and construction of the interchange for Boarding Area D.
Work on Terminal 3, involving restoration of the facade to reflect its original appearance, as required by MiBACT (the Ministry of Cultural Heritage and Tourism), is ongoing, as is renovation of the Immigration Area. The upgrade and restyling of part of Boarding Area B in Terminal 1 has also been completed.
With regard to work on runways and aprons, work on extension of the aprons included in the Piazzali 200 ("200 Aprons") project has been completed, whilst the process of installing pre-conditioning systems for aircraft at the aprons has begun. Work on the first phase of construction of the Western Aprons is in progress. Other works include the reconstruction of the portion of Terminal 3 damaged by the fire.
| € M |
H1 2016 | H1 2015 | % INCREASE/ (DECREASE) |
|---|---|---|---|
| E/F departure area (Avant-corps and third BHS) | 6 1 |
2 9 |
47% |
| Work on baggage handling sub-systems and airport equipment | 3 5 |
1 4 |
47% |
| Work on terminals and piers | 2 6 |
2 9 |
-18% |
| Work on technical systems and networks | 1 1 |
6 | 11% |
| Work on runways and aprons | 7 | 3 2 |
n.s |
| Other | 3 2 |
1 7 |
n.s |
| TOTAL | 172 | 127 | (*) 35% |
(*) Including capital expenditure funded by ENAC, totalling €13 million.
As at 30 June 2016, Group companies have recognised contract reserves quantified by contractors amounting to approximately €145 million (€68 million as at 31 December 2015).
Based on past experience, only a small percentage of the quantified reserves is actually recognised to contractors and, in this case, will be accounted for as an increase in the cost of concession rights accounted for in intangible assets.
Autostrade Tech is a provider of Intelligent Transportation Systems, operating in Italy and overseas. It supplies systems used for tolling, traffic management and information, urban access controls, car parks and speed checks. Operating revenue of €24 million in the first half of 2016 is down €4 million compared with the same period of 2015. The reduction reflects a decline in sales of tolling and Tutor speed check systems. EBITDA of €2 million for the first half of 2016 is down €3 million on the same period of 2015.
Electronic Transaction Consultants (ETC) is the leading US provider of systems integration, hardware and software maintenance, customer services and consultancy in the field of free-flow electronic tolling systems. ETC generated operating revenue of €32 million in the first half of 2016. EBITDA of approximately €4 million is down by around €2 million on the same period of 2015.
The company provides 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 2016 amounts to €155 million, down €86 million (36%) on the first half of 2015. This primarily reflects the completion of work on existing contracts with other Group companies. EBITDA of zero is down €9 million compared with the first half of 2015, primarily reflecting the above reduction in construction and maintenance services and the impact of receipt of an early completion bonus for the Rho-Monza contract in the first three months of 2015.
Spea Engineering supplies engineering services involved in the design, project management and controls connected to the upgrade and maintenance of the Group's motorway and airport infrastructure. Operating revenue in the first half of 2016 amounts to €58 million, an increase of €4 million on the same period of of the previous year. This primarily reflects the design of new motorway infrastructure, which have offset the reduction in project management, and the progress of work on overseas contracts. 90% of the company's total revenue during the period was earned on services provided to the Group. EBITDA for the first half of 2016 amounts to €13 million, down €3 million on the same period of the previous year. This is essentially due to the reduction in motorway project management carried out, which was not fully offset by a matching reduction in operating costs.
As at 30 June 2016, the Group employs 14,449 staff on permanent contracts and 1,780 temporary staff, resulting in a total workforce of 16,229, including 12,984 in Italy and 3,245 at overseas companies. This is up 570 on the 15,659 of 31 December 2015.
The change in permanent staff as at 30 June 2016, compared with the end of 2015 (up 43), primarily reflects events at the following Group companies:
The change in temporary staff as at 30 June 2016, compared with 31 December 2015 (up 527), primarily reflects events at the following Group companies:
The average workforce (including agency staff) is up from 14,285 in the first six months of 2015 to 14,804 in the same period of 2016, marking an increase of 519 on average (up 4%). This increase primarily reflects:
58
Information on the performance of staff costs is provided in the "Group financial review".
| CATEGORY | 30 June 2016 | 31 December 2015 | INCREASE/(DECREASE) | |
|---|---|---|---|---|
| ABSOLUTE | % | |||
| Senior managers | 246 | 238 | 8 | 3 % |
| Middle managers | 986 | 989 | (3) | 0 % |
| Administrative staff | 6,328 | 6,328 | - | 0 % |
| Manual workers | 3,666 | 3,618 | 4 8 |
1 % |
| Toll collectors | 3,223 | 3,233 | (10) | 0 % |
| Total | 14,449 | 14,406 | 4 3 |
0 % |
| CATEGORY | 30 June 2016 | 31 December 2015 | INCREASE/(DECREASE) | |
|---|---|---|---|---|
| ABSOLUTE | % | |||
| Senior managers | 5 | 5 | - | 0 % |
| Middle managers | - | - | - | n.a. |
| Administrative staff | 720 | 604 | 116 | 19% |
| Manual workers | 772 | 457 | 315 | 69% |
| Toll collectors | 283 | 187 | 9 6 |
51% |
| Total | 1,780 | 1,253 | 527 | 42% |
| CATEGORY | H1 2016 | H1 2015 | INCREASE/(DECREASE) | |
|---|---|---|---|---|
| ABSOLUTE | % | |||
| Senior managers | 248 | 240 | 8 | 3 % |
| Middle managers | 982 | 965 | 1 7 |
2 % |
| Administrative staff | 6,662 | 6,369 | 293 | 5 % |
| Manual workers | 3,752 | 3,542 | 210 | 6 % |
| Toll collectors | 3,160 | 3,169 | (9) | 0 % |
| Total | 14,804 | 14,285 | 519 | 4 % |
(*) Include temporary worker
In implementation of the provisions of art. 2391-bis of the Italian Civil Code and the Regulations adopted by the Commissione Nazionale per le Società e la Borsa (the CONSOB) in Resolution 17221 of 12 March 2010, as amended, on 11 November 2010 Atlantia's Board of Directors - with the prior approval of the Independent Directors on the Related Party Transactions Committee – approved the new Procedure for Related Party Transactions entered into directly by the Company and/or through subsidiaries.
The Procedure, which is available for inspection on the Company's website at www.atlantia.it, establishes the criteria to be used in identifying related parties, in distinguishing between transactions of greater and lesser significance and in applying the rules governing the above transactions of greater and lesser significance, and in fulfilling the related reporting requirements.
Related party transactions do not include transactions of an atypical or unusual nature, and are conducted on an arm's length basis.
Details of transactions of a trading or financial nature with the Atlantia Group's parents and with other related parties are provided in note 10.5, "Related party transactions", in the condensed consolidated interim financial statements.
In addition to the information already provided in the Annual Report for the year ended 31 December 2015, 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 2016.
The decrees issued by the Minister of Infrastructure and Transport and Minister of the Economy and Finance on 31 December 2015 approved the following:
Based on bilateral agreements between Italy and France, Traforo del Monte Bianco has applied an increase of 0.02% from 1 January 2016, in compliance with the relevant Intergovernmental Committee resolution. This was determined on the basis of inflation (the average rate for Italy and France).
On 15 April 2016, Autostrade per l'Italia, the Ministry of Infrastructure and Transport, Emilia-Romagna Regional Authority, the Bologna Metropolitan Authority and the Municipality of Bologna signed an agreement for the upgrade of the existing motorway system/ring road interchange serving the city of Bologna. The agreement governs the various phases of the upgrade of the existing motorways, which will
include the widening of the A14 and parallel roads to three lanes, as well as works designed to improve the roads linking with the motorway system/ring road.
With regard to the call for tenders for the new concession for the A3 Naples – Pompei – Salerno motorway and the final decision to disqualify both bidders from the tender process, in addition to the challenge brought by Autostrade Meridionali before Campania Regional Administrative Court on 1 April 2016, on 20 April 2016 the company lodged a further challenge, citing additional grounds. The Regional Administrative Court has scheduled the hearing to discuss the challenges brought by Autostrade Meridionali and the other bidder for 23 November 2016.
Enabling Act 11 of 28 January 2016 regarding tenders and concessions, designed to apply the relevant EU directives and reform the regulations governing public contracts, was published in the Official Gazette of 29 January 2016. Legislative Decree 50 of 18 April 2016, named "Implementation of directives 2014/23/EU, 2014/24/EU and 2014/25/EU on the award of concessions, public tenders and tender procedures for the providers of water, energy, transport and postal services, and reform of the existing legislation regarding the public procurement of works, services and goods", was published in the Official Gazette of 19 April 2016.
Art. 177 of the new legislation, for which ANAC (the Autorità Nazionale Anti Corruzione, Italy's National Anti-Corruption Authority) is in the process of issuing interpretation guidelines, with regard to the "award of concessions", has confirmed that public or private entities, not operating in the so-called excluded sectors, and who hold an existing concession at the date of entry into force of the legislation not awarded in the form of project financing or by public tender in accordance with EU law, have an obligation to award 80% of the related contracts for works, services or goods, with a value of over €150 thousand, by public tender. The legislation also establishes that the remaining part (equal to 20%) may, in the case of private entities, be contracted out to direct or indirect subsidiaries or associates.
The new legislation came into force on 22 April 2016. There will be a transitional period to enable operators to comply with the new legislation and this will last for 24 months from the date of entry into force.
Annual checks on compliance with the above limit of 80% are to be conducted by the competent authorities and ANAC. Any instances of non-compliance must be rectified within the following year. In the event of repeated failures to comply over a period of two consecutive years, the penalties of 10% of the total value of the works, services or goods that should have been purchased by public tender may be applied.
On 29 June 2016, the Public Transport Services Regulator for the State of Sao Paulo (ARTESP) authorised the toll increases to be applied, from 1 July 2016, on motorways in the State of Sao Paulo, including those operated by Triangulo do Sol, Colinas and Rodovias do Tietè. The authorised increase is 9.32%, based on the consumer price inflation rate in the period from June 2015 to May 2016, as provided for in the respective concession arrangements. Triangulo do Sol and Colinas also applied toll increases for 2016 in line with consumer price inflation, as this was lower than general price inflation in
the period between June 2015 and May 2016 (11.09%). The difference will be compensated for in accordance with the related concession arrangements. Nascentes das Gerais is still awaiting publication of the new tolls. The delay in authorising the toll increase, with respect to the contractually established date of 13 June 2016, will be subject to compensation in accordance with the concession arrangement.
On 13 July 2013, ARTESP launched an investigation with a view to revising the Addenda and Amendments signed and approved by the Regulator and 12 motorway operators in 2006. The changes were designed to extend the concession terms to compensate, among other things, for the expenses incurred as a result of taxes introduced after the concessions were granted. On 24 February 2015, the Public Prosecutor for the State of Sao Paulo provided a non-binding opinion the judge appointed to take charge of the investigation relating to the operator, Colinas. This recommended termination of the proceedings underway, reiterating that legality of the Addenda and Amendments of 2006, which were subject to close examination and endorsed by the relevant Ministry. On 10 March 2015, ARTESP responded to the judge, contesting the Public Prosecutor's opinion and requesting that the investigation continue. On 15 February 2016, the Court of the State of Sao Paulo issued a ruling, granting Rodovias das Colinas the option of submitting a financial assessment to demonstrate its case. The operators concerned, including Colinas and Triangulo do Sol, and industry insiders, including banks, believe that the risk of a negative outcome is remote. This view is backed up by a number of unequivocal legal opinions provided by leading experts in administrative law and regulation.
On 15 December 2015, at the end of the consultation process between airport operators and users initiated by Aeroporti di Roma, the fees for Fiumicino and Ciampino were published on the websites of ENAC and ADR. The new fees will be in effect from 1 March 2016 until 28 February 2017. The fee increases for 2016 consist of average increases of 10.4% and 6.4% for Fiumicino and Ciampino, respectively.
In keeping with the regulations applicable at the start of the consultation process relating to the next fiveyear regulatory period, ADR, in a letter dated 17 March 2016, requested the airlines operating from Fiumicino and Ciampino to provide the following information relating to the next five years which, as usual, is considered confidential, above all in respect of other carriers (traffic projections; forecasts relating to the composition and expected use of the fleet; any plans to expand the airline's activities at the airport; any proposals for the differentiation/structure of regulated fees; any unmet needs in relation to the airport and any deficiencies in terms of existing capacity, operations and airport equipment, deemed to have a material impact on the overall functionality of the airport, operational security and the standards and services relating to passengers, baggage, aircraft and cargo). The requested information was provided to ADR by May 2016.
In December 2014, ADR was notified of five challenges lodged with Lazio Regional Administrative Court, contesting ENAC's decision of 13 October 2014 to limit the number of handlers authorised to provide the services listed in points 3, 4 and 5 (with the exclusion of 5.7) in Annex A to Legislative Decree 18/99 at Fiumicino airport. The challenges were lodged by Assaereo, Aviation Services SpA, Consulta S.r.l, Consulta SpA and IBAR. In December 2014, ADR was also notified of two additional grounds for a
challenge lodged by "Fallimento Groundcare Milano Srl". Finally, on 6 February 2015, ALHA Airport filed an extraordinary challenge with the Italian President, requesting cancellation of ENAC's decision. With two separate rulings dated 17 April 2015, Lazio Regional Administrative Court rejected the requests for injunctive relief brought by IBAR and Assaereo. No dates have so far been set for hearings on the merits of the other challenges filed. At the hearing on the merits of Assaereo's challenge on 16 June 2016, Assaereo's defence counsel requested an adjournment to a later date, potentially 11 October 2016 (the date on which the merits of Consulta's challenge will be discussed).
The judge accepted the request, adjourning the hearing until 11 October 2016 in order to hear both challenges together.
On 12 June 2014, Regulation 598/2014 was published in the Office Journal of the European Union L173. The regulation has introduced rules and procedures for the introduction of operational restrictions aimed at containing the noise at airports in the EU, as part of a balanced approach, based on an examination (using a process developed by the International Civil Aviation Organisation) of the available measures, with a view to resolving the issue of noise pollution in keeping with the principle of cost effectiveness at the level of each individual airport.
The Regulation, which has abolished Directive 2002/30/EC, will come into effect on 13 June 2016 and will apply to European airports "with traffic in excess of 50,000 movements of civil aircraft per calendar year, based on the average of the last three calendar years prior to determining the level of noise". On 11 November 2015, ADR submitted a new Noise Reduction and Abatement Plan for Ciampino airport to Lazio Regional Authority and the municipalities of Rome, Ciampino and Marino. The new Plan was drawn up following the opposition expressed by the authorities to the Noise Reduction and Abatement Plan submitted by ADR in 2013.
Following receipt of the Plan, Lazio Regional Authority called a Services Conference with all the interested authorities (neighbouring municipalities) in order to jointly assess the Plan submitted by ADR, which must then be approved by each individual municipality.
The Conference's first sitting, to which ADR was invited, was held on 12 January 2016. The Services Conference merely has an investigative, and not a decision-making, role, given that it is the responsibility of each municipality involved to approve or reject the Plan. During the sitting, ADR presented its proposed Plan to the authorities' representatives (the Municipality of Ciampino, Lazio Regional Authority, ARPA and ENAC). The Conference asked ADR to include further documentation, giving the company 90 days to comply with the request.
Later, on 19 February 2016, Lazio Regional Authority sent the Ministry of the Environment a note requesting an opinion on its authority to approve the Plan submitted by ADR (in view of (i) the provisions of art. 5, paragraph 2 of the Ministerial Decree of 29 November 2000, which gives the Ministry of the Environment the power to approve noise abatement plans for infrastructure of national importance, and (ii) the subsequent publication, in December 2015, of the "National Airports Plan", which has identified Ciampino as an airport of national interest).
On 17 March 2016, the Ministry of the Environment responded to Lazio Regional Authority's query, asserting its authority to approve the Noise Reduction and Abatement Plan for Ciampino airport submitted by ADR, subject to receipt of the Agreement resulting from the above Unified Conference. This was followed, on 13 July, by the first meeting of representatives from the Ministry, ISPRA (the scientific body charged by the Ministry with conducting a technical assessment of the Plan) and ADR. On 18 July 2016, the Ministry sent ADR a letter containing all the requests and observations set out by ISPRA in relation to the Plan, and giving ADR sixty days to provide the relevant responses and supplementary information.
Law Decree 185 of 25 November 2015 contains "Urgent measures for infrastructure projects". Article 9 (Withdrawal of unused funding and repeal of procedures for airports), c. 3 states that "Paragraph 3-bis of article 71 of Law Decree 1 of 24 January 2012, converted, with amendments, into Law 27 of 24 March 2012, is hereby repealed".
Article 71, c. 3-bis had assimilated the procedures involved in carrying out infrastructure projects at Fiumicino and Ciampino airports with those relating to strategic infrastructure projects of national interest (so-called major works) and had extended application of the legislation governing consents for such works to include the airports.
With the repeal of art. 71, c. 3-bis, infrastructure projects for Fiumicino and Ciampino airports no longer on a par with the above major works and are, therefore, once again subject to the pre-existing legislation governing consents.
Following the entry into effect of Law Decree 185/2015, ENAC has formally withdrawn its request for an environmental impact assessment linked to approval of the Master Plan for Ciampino in accordance with the procedure introduced by art. 71, c. 3-bis, announcing that it would shortly submit a new request for the assessment according to the ordinary procedure.
On 4 December 2015, the Ministry of the Environment took receipt of the above withdrawal (ceasing to process the application) and ENAC's commitment to submit a new request for an assessment in accordance with the ordinary procedure.
Notice of withdrawal of the application was also given in a release published on the Ministry's website, which also stated that a new request for an environmental impact assessment would be submitted in accordance with the ordinary procedure, pursuant to art. 23 of Legislative Decree 152/2006, as amended, following the Law Decree's conversion into law.
Law 9 of 22 January 2016, converting Law Decree 185/2015 into law with amendments, published in Official Gazette 18 of 23 January 2016, has confirmed the repeal of art. 71, c. 3-bis.
Following the above repeal, on 4 February 2016, the Ministry of the Environment, at ENAC's request, announced the start of a new environmental impact assessment of the Master Plan for Ciampino, publishing the documentation relating to the public consultation on its website.
The Decree issued by the Ministry of Infrastructure and Transport on 29 October 2015, regarding "Definition of the increase in the municipal surcharge on air passenger duty to be transferred to INPS", was published in Official Gazette 300 of 28 December 2015.
The decree has introduced a further increase in the municipal surcharge, amounting to €2.50 for 2016, €2.42 for 2017 and €2.34 for 2018, in application of paragraph 23 of art. 13 of Law Decree 145/2013, the so-called "Destinazione Italia" legislation, converted with amendments into Law 9/2014.
As a result of this decree, the municipal surcharge on air passenger duty paid by passengers departing from Fiumicino and Ciampino airports amounts to €10 in 2016.
The airline, EasyJet, has challenged the decree before Lazio Regional Administrative Court, requesting its cancellation subject to prior injunctive relief.
On 15 February 2016, ENAC announced that the increase only applies to tickets for flights departing from 1 January 2016, sold after 17 December 2015 and, in any event, no later than the day following publication of the decree on the Ministry of Infrastructure and Transport's website, which took place on 22 December 2015.
As at 30 June 2016, Atlantia SpA holds 2,109,451 treasury shares, representing 0.26% 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 of 2016, share grants issued in relation to share-based incentive plans for certain of the Group's managers were converted into a total of 292,302 shares.
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.
Atlantia does not operate branch offices. Its administrative headquarters are at Via Bergamini 50, 00159 Rome.
With reference to CONSOB Ruling 2423 of 1993, regarding criminal proceedings or judicial investigations, the Group is not involved in proceedings, other than those described in note 10.7 "Significant legal and regulatory aspects", that may result in charges or potential liabilities with an impact on the condensed consolidated interim 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.
On 28 July 2016, the consortium incorporated by Atlantia Group and EDF invest (respectively with a share of 75% and 25%) was ranked the best bidder in the process that will result in the sale of the French state's 60% interest in the company that controls the airports in the Côte d'Azur (Nice, Cannes-Mandelieu and Saint Tropez). The consortium has been provisionally selected by the French government as the purchaser of the government's stake in the airport operator. The final selection of the winning bidder will be confirmed in the coming months, once all the necessary administrative consents have been received.
Despite the continuing instability of the global economy, the consolidated operating results are expected to register improvements across a number of the Group's areas of business in the current year.
Traffic trends on the Group's Italian motorway network continue to show signs of a recovery. In addition, Autostrada Tirrenica will contribute to the full-year results and there will be a reduction in the royalties generated by service areas, partly as a result of the award of new sub-concessions.
Traffic continues to register overall traffic growth, with the exception of Brazil, where the performance of the local economy continues to weigh. The related contribution to the Group's results is, however, subject to movements in the respective currencies.
Aviation revenue is expected to rise, in line with the growth in passenger traffic registered in the first six months of the year and with airlines' forecasts for the coming months.
The Group's results for 2016 will also benefit from the reduction in the cost of debt, thanks to the steps taken in 2015 to improve the capital structure.
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Condensed consolidated interim financial statements 3
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CONDENCED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
| OF WHICH | OF WHICH | ||||
|---|---|---|---|---|---|
| €000 | NOTE | 30 June 2016 | RELATED PARTY TRANSACTIONS |
31 December 2015 | RELATED PARTY TRANSACTIONS |
| ASSETS | |||||
| NON-CURRENT ASSETS | |||||
| Property, plant and equipment | 7.1 | 247,512 | 231,742 | ||
| Property, plant and equipment | 243,653 | 227,862 | |||
| Property, plant and equipment held under finance leases | 3,025 | 2,951 | |||
| Investment property | 834 | 929 | |||
| Intangible assets | 7.2 | 25,005,701 | 24,844,588 | ||
| Intangible assets deriving from concession rights | 20,213,824 | 20,043,215 | |||
| Goodwill and other intangible assets with indefinite useful life | 4,382,790 | 4,382,789 | |||
| Other intangible assets | 409,087 | 418,584 | |||
| Investments | 7.3 | 113,688 | 96,865 | ||
| Investments accounted for at cost or fair value | 89,199 | 62,231 | |||
| Investments accounted for using the equity method | 24,489 | 34,634 | |||
| Other non-current financial assets | 7.4 | 2,030,698 | 1,781,276 | ||
| Non-current financial assets deriving from concession rights | 847,742 | 766,499 | |||
| Non-current financial assets deriving from government grants | 273,186 | 255,662 | |||
| Non-current term deposits | 323,039 | 324,894 | |||
| Non-current derivative assets | 26,558 | 562 | |||
| Other non-current financial assets | 560,173 | 20,524 | 433,659 | 15,631 | |
| Deferred tax assets | 7.5 | 1,580,851 | 1,574,566 | ||
| Other non-current assets | 7.6 | 29,024 | 13,623 | ||
| TOTAL NON-CURRENT ASSETS | 29,007,474 | 28,542,660 | |||
| CURRENT ASSETS | |||||
| Trading assets | 7.7 | 1,603,725 | 1,468,759 | ||
| Inventories | 60,615 | 57,392 | |||
| Contract work in progress | 10,043 | 16,471 | |||
| Trade receivables | 1,533,067 | 40,845 | 1,394,896 | 39,749 | |
| Cash and cash equivalents | 7.8 | 1,851,979 | 2,957,246 | ||
| Cash | 1,387,891 | 2,250,532 | |||
| Cash equivalents | 464,088 | 706,714 | |||
| Other current financial assets | 7.4 | 837,917 | 818,981 | ||
| Current financial assets deriving from concession rights | 441,131 | 435,511 | |||
| Current financial assets deriving from government grants | 59,289 | 74,627 | |||
| Current term deposits | 238,779 | 221,834 | |||
| Current derivative assets | - | 36 | |||
| Current portion of medium/long-term financial assets | 66,782 | 68,987 | |||
| Other current financial assets | 31,936 | 17,986 | |||
| Current tax assets | 7.9 | 205,997 | 7,595 | 43,626 | 7,588 |
| Other current assets | 7.10 | 240,697 | 244,735 | ||
| Assets held for sale and related to discontinued operations | 7.11 | 34,824 | 44,985 | ||
| TOTAL CURRENT ASSETS | 4,775,139 | 5,578,332 | |||
| TOTAL ASSETS | 33,782,613 | 34,120,992 |
| OF WHICH | OF WHICH | ||||
|---|---|---|---|---|---|
| €000 | NOTE | 30 June 2016 | RELATED PARTY TRANSACTIONS |
31 December 2015 | RELATED PARTY TRANSACTIONS |
| EQUITY AND LIABILITIES | |||||
| EQUITY | |||||
| Equity attributable to owners of the parent | 6,820,143 | 6,799,634 | |||
| Issued capital | 825,784 | 825,784 | |||
| Reserves and retained earnings | 5,615,369 | 5,489,653 | |||
| Treasury shares Profit/(Loss) for the period net of interim dividends |
-34,240 413,230 |
-38,985 523,182 |
|||
| Equity attributable to non-controlling interests | 1,823,145 | 1,683,182 | |||
| Issued capital and reserves Profit/(Loss) for the period net of interim dividends |
1,771,676 51,469 |
1,561,728 | |||
| 121,454 | |||||
| TOTAL EQUITY 7.12 | 8,643,288 | 8,482,816 | |||
| NON-CURRENT LIABILITIES | |||||
| Non-current portion of provisions for construction services required by contract |
7.13 | 3,128,266 | 3,369,243 | ||
| Non-current provisions | 7.14 | 1,571,758 | 1,500,793 | ||
| Non-current provisions for employee benefits | 139,900 | 152,437 | |||
| Non-current provisions for repair and replacement of motorway | 1,263,403 | 1,114,906 | |||
| infrastructure Non-current provisions for refurbishment of airport infrastructure |
107,582 | 161,266 | |||
| Other non-current provisions | 60,873 | 72,184 | |||
| Non-current financial liabilities | 7.15 | 14,210,195 | 14,044,199 | ||
| Bond issues | 10,296,697 | 10,300,558 | |||
| Medium/long-term borrowings | 3,241,350 | 3,256,238 | |||
| Non-current derivative liabilities | 654,866 | 461,047 | |||
| Other non-current financial liabilities | 17,282 | 26,356 | |||
| Deferred tax liabilities | 7.5 | 1,747,512 | 1,701,181 | ||
| Other non-current liabilities | 7.16 | 97,102 | 98,778 | ||
| TOTAL NON-CURRENT LIABILITIES | 20,754,833 | 20,714,194 | |||
| CURRENT LIABILITIES | |||||
| Trading liabilities Liabilities deriving from contract work in progress |
7.17 | 1,558,915 2,082 |
1,581,503 3,595 |
||
| Trade payables | 1,556,833 | 1,577,908 | |||
| Current portion of provisions for construction services required by | |||||
| contract | 7.13 | 563,198 | 441,499 | ||
| Current provisions | 7.14 | 475,012 | 428,550 | ||
| Current provisions for employee benefits | 30,010 | 23,329 | |||
| Current provisions for repair and replacement of motorway infrastructure | 214,252 | 217,101 | |||
| Current provisions for refurbishment of airport infrastructure | 140,051 | 101,169 | |||
| Other current provisions | 90,699 | 86,951 | |||
| Current financial liabilities | 7.15 | 1,031,505 | 1,938,634 | ||
| Bank overdrafts repayable on demand | 24,423 | 36,654 | |||
| Short-term borrowings | 245,465 | 245,353 | |||
| Current derivative liabilities | 26,314 | 7,036 | |||
| Current portion of medium/long-term financial liabilities | 725,406 | 1,649,176 | |||
| Other current financial liabilities | 9,897 | 415 | |||
| Current tax liabilities | 7.9 | 213,576 | 29,815 | ||
| Other current liabilities | 7.18 | 538,975 | 18,424 | 497,802 | 17,310 |
| Liablities related to discontinued operations | 7.11 | 3,311 | 6,179 | ||
| TOTAL CURRENT LIABILITIES | 4,384,492 | 4,923,982 | |||
| TOTAL LIABILITIES | 25,139,325 | 25,638,176 | |||
| TOTAL EQUITY AND LIABILITIES | 33,782,613 | 34,120,992 |
| €000 | NOTE | H1 2016 | OF WHICH RELATED PARTY TRANSACTIONS |
H1 2015 | OF WHICH RELATED PARTY TRANSACTIONS |
|---|---|---|---|---|---|
| REVENUE | |||||
| Toll revenue | 8.1 | 1,874,966 | 1,809,864 | ||
| Aviation revenue | 8.2 | 291,898 | 259,684 | ||
| Revenue from construction services | 8.3 | 300,363 | 321,325 | ||
| Contract revenue | 8.4 | 35,817 | 52,362 | ||
| Other operating income | 8.5 | 363,192 | 39,504 | 373,251 | 39,074 |
| TOTAL REVENUE | 2,866,236 | 2,816,486 | |||
| COSTS | |||||
| Raw and consumable materials | 8.6 | -125,038 | -177,151 | ||
| Service costs | 8.7 | -639,981 | -720,300 | ||
| Gain/(Loss) on sale of elements of property, plant and equipment | 221 | 543 | |||
| Staff costs | 8.8 | -450,277 | -21,839 | -431,922 | -14,558 |
| Other operating costs | 8.9 | -276,720 | -271,481 | ||
| Concession fees | -233,078 | -223,250 | |||
| Lease expense | -8,164 | -8,551 | |||
| Other | -35,478 | -39,680 | |||
| Operating change in provisions | 8.10 | -108,715 | 77,010 | ||
| Provisions/ (Uses of provisions) for repair and replacement of motorway infrastructure | -118,851 | 42,999 | |||
| Provisions/ (Uses of provisions) for refurbishment of airport infrastructure | 16,624 | 31,174 | |||
| Provisions | -6,488 | 2,837 | |||
| Use of provisions for construction services required by contract | 8.11 | 162,141 | 252,478 | ||
| Amortisation and depreciation | -454,083 | -452,420 | |||
| Depreciation of property, plant and equipment | 7.1 | -26,414 | -25,755 | ||
| Amortisation of intangible assets deriving from concession rights | 7.2 | -398,059 | -396,074 | ||
| Amortisation of other intangible assets | 7.2 | -29,610 | -30,591 | ||
| (Impairment losses)/Reversals of impairment losses | 8.12 | -3,383 | -7,122 | ||
| TOTAL COSTS | -1,895,835 | -1,730,365 | |||
| OPERATING PROFIT/(LOSS) | 970,401 | 1,086,121 | |||
| Financial income | 195,394 | 175,311 | |||
| Financial income accounted for as an increase in financial assets deriving from concession rights and government grants |
31,919 | 31,976 | |||
| Dividends received from investees | 7,830 | 569 | |||
| Other financial income | 155,645 | 142,766 | |||
| Financial expenses | -451,184 | -627,064 | |||
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-31,605 | -28,431 | |||
| Other financial expenses | -419,579 | -598,633 | |||
| of which non-recurring | 8.18 | - | -183,376 | ||
| Foreign exchange gains/(losses) | 4,843 | 10,599 | |||
| FINANCIAL INCOME/(EXPENSES) | 8.13 | -250,947 | -441,154 | ||
| Share of (profit)/loss of investees accounted for using the equity method | 8.14 | -8,323 | -8,836 | ||
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | 711,131 | 636,131 | |||
| Income tax (expense)/benefit Current tax expense |
8.15 | -246,432 -228,163 |
-216,108 -196,060 |
||
| Differences on tax expense for previous years | -102 | 3,597 | |||
| Deferred tax income and expense | -18,167 | -23,645 | |||
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS | 464,699 | 420,023 | |||
| Profit/(Loss) from discontinued operations | 8.16 | - | 7,277 | ||
| PROFIT FOR THE PERIOD | 464,699 | 427,300 | |||
| of which: | |||||
| Profit attributable to owners of the parent | 413,230 | 377,538 | |||
| Profit attributable to non-controlling interests | 51,469 | 49,762 | |||
| € | H1 2016 | H1 2015 | |
|---|---|---|---|
| Basic earnings per share attributable to owners of the parent | 8.17 | 0.50 | 0.46 |
| of which: | |||
| - continuing operations | 0.50 | 0.45 | |
| - discontinued operations | - | 0.01 | |
| Diluted earnings per share attributable to owners of the parent | 8.17 | 0.50 | 0.46 |
| of which: | |||
| - continuing operations | 0.50 | 0.45 | |
| - discontinued operations | - | 0.01 | |
| €000 | H1 2016 | H1 2015 | |
|---|---|---|---|
| Profit for the period | (A) | 464,699 | 427,300 |
| Fair value gains/(losses) on cash flow hedges | -145,414 | 62,495 | |
| Tax effect of fair value gains/(losses) on cash flow hedges | 33,242 | -16,133 | |
| Gains/(losses) from translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro |
226,493 | -14,715 | |
| Gains/(Losses) from translation of investments accounted for using the equity method denominated in functional currencies other than the euro |
1,964 | -1,273 | |
| Other comprehensive income/(loss) for the period reclassifiable to profit or loss |
(B) | 116,285 | 30,374 |
| Gains/(losses) from actuarial valuations of provisions for employee benefits | -1,120 | 1,009 | |
| Tax effect of gains/(losses) from actuarial valuations of provisions for employee benefits |
225 | -277 | |
| Other comprehensive income/(loss) for the period not reclassifiable to profit or loss |
(C) | -895 | 732 |
| Reclassifications of other components of comprehensive income to profit or loss for the period |
(D) | -1,498 | 74,347 |
| Tax effect of reclassifications of other components of comprehensive income to profit or loss for the period |
(E) | - | -20,977 |
| Total other comprehensive income/(loss) for the period | (F=B+C+D+E) | 113,892 | 84,476 |
| of which attributable to discontinued operations | - | 5,618 | |
| Comprehensive income for the period | (A+F) | 578,591 | 511,776 |
| Of which attributable to owners of the parent | 414,985 | 464,760 | |
| Of which attributable to non-controlling interests | 163,606 | 47,016 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| €000 | ISSUED CAPITAL | CASH FLOW RESERVE HEDGE |
INVESTMENT RESERVE HEDGE NET |
ASSETS AND LIABILITIES CURRENCIES OTHER OF CONSOLIDATED DIFFERENCES ON DENOMINATED IN TRANSLATION OF THAN THE EURO RESERVE FOR TRANSLATION FUNCTIONAL COMPANIES |
ACCOUNTED FOR USING THE EQUITY METHOD CURRENCIES OTHER DENOMINATED IN TRANSLATION OF THAN THE EURO INVESTMENTS RESERVE FOR FUNCTIONAL |
RESERVES AND RETAINED EARNINGS OTHER |
TREASURY SHARES |
PROFIT/(LOSS) FOR PERIOD |
TOTAL | ATTRIBUTABLE TO CONTROLLING INTERESTS EQUITY NON- |
ATTRIBUTABLE TO OWNERS OF THE TOTAL EQUITY CONTROLLING AND TO NON- INTERESTS PARENT |
| Balance as at 31 December 2014 | 825,784 | -75,683 | -36,400 | -213,741 | -3,699 | 5,776,061 | -204,968 | 451,588 | 6,518,942 | 1,744,380 | 8,263,322 |
| Comprehensive income for the period | - | 95,625 | - | -8,913 | -190 | 700 | - | 377,538 | 464,760 | 47,016 | 511,776 |
| Owner transactions and other changes | |||||||||||
| Atlantia SpA's final dividend (€0.445 per share) |
- | - | - | - - |
- | - | -366,309 | -366,309 | - | -366,309 | |
| Allocation of profit/(loss) for previous period to retained earnings |
- | - | - | - - |
85,279 | - | -85,279 | - | - | - | |
| Dividends paid by other Group companies to non controlling shareholders |
- | - | - | - - |
- | - | - | - | -30,320 | -30,320 | |
| Sale of treasury shares | - | - | - | - - |
69,832 | 158,120 | - | 227,952 | - | 227,952 | |
| Share-based incentive plans | - | - | - | - - |
-2,895 | 6,216 | - | 3,321 | 10 | 3,331 | |
| Other minor changes | - | - | - | - - |
-43 | - | - | -43 | -88 | -131 | |
| Balance as at 30 June 2015 | 825,784 | 19,942 | -36,400 | -222,654 | -3,889 | 5,928,934 | -40,632 | 377,538 | 6,848,623 | 1,760,998 | 8,609,621 |
| Balance as at 31 December 2015 | 825,784 | -28,779 | -36,400 | -374,165 | -6,397 | 5,935,394 | -38,985 | 523,182 | 6,799,634 | 1,683,182 | 8,482,816 |
| Comprehensive income for the period | - | -113,224 | - | 114,992 | 848 | -861 | - | 413,230 | 414,985 | 163,606 | 578,591 |
| Owner transactions and other changes | |||||||||||
| Atlantia SpA's final dividend (€0.480 per share) |
- | - | - | - - |
- | - | -395,223 | -395,223 | - | -395,223 | |
| Allocation of profit/(loss) for previous period to retained earnings |
- | - | - | - - |
127,959 | - | -127,959 | - | - | - | |
| Dividends paid by other Group companies to non controlling shareholders |
- | - | - | - - |
- | - | - | - | -23,585 | -23,585 | |
| Share-based incentive plans | - | - | - | - - |
-4,068 | 4,745 | - | 677 | 17 | 694 | |
| Other minor changes | - | - | - | - - |
70 | - | - | 7 0 | -75 | - 5 | |
| Balance as at 30 June 2016 | 825,784 | -142,003 | -36,400 | -259,173 | -5,549 | 6,058,494 | -34,240 | 413,230 | 6,820,143 | 1,823,145 | 8,643,288 |
| €000 | NOTE | H1 2016 | OF WHICH RELATED PARTY TRANSACTIONS |
H1 2015 | OF WHICH RELATED PARTY TRANSACTIONS |
|---|---|---|---|---|---|
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | |||||
| Profit for the period | 464,699 | 427,300 | |||
| Adjusted by: | |||||
| Amortisation and depreciation | 454,083 | 452,420 | |||
| Operating change in provisions, excluding uses of provisions for refurbishment of airport infrastructure |
156,402 | -9,096 | |||
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
8.13 | 31,605 | 28,431 | ||
| Impairment losses/(Reversal of impairment losses) on financial assets and investments accounted for at cost or fair value |
-21,264 | - | |||
| Share of (profit)/loss of investees accounted for using the equity method | 8.14 | 8,323 | 8,836 | ||
| Impairment losses/(Reversal of impairment losses) and adjustments of current and non-current assets |
1,825 | 10 | |||
| (Gains)/Losses on sale of non-current assets | -221 | -543 | |||
| Net change in deferred tax (assets)/liabilities through profit or loss | 18,167 | 23,645 | |||
| Other non-cash costs (income) | -19,044 | 24,333 | |||
| Change in working capital and other changes | -129,695 | 64,653 | |||
| Net cash generated from/(used in) operating activities [a] | 9.1 | 964,880 | 1,019,989 | ||
| CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | |||||
| Investment in assets held under concession | 7.2 | -509,248 | -621,709 | ||
| Purchases of property, plant and equipment | 7.1 | -42,777 | -22,625 | ||
| Purchases of other intangible assets | 7.2 | -14,414 | -14,794 | ||
| Government grants related to assets held under concession | 1,521 | 29,503 | |||
| Increase in financial assets deriving from concession rights (related to capital expenditure) | 37,324 | 57,285 | |||
| Purchase of investments | -5,660 | -14,881 | |||
| Investment in consolidated companies, net of cash acquired | - | -193 | |||
| Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments |
4,117 | 981 | |||
| Net change in other non-current assets | -13,583 | -2,396 | |||
| Net change in current and non-current financial assets | -85,134 | -73 | 196,616 | -25,843 | |
| Net cash generated from/(used in) investing activities [b] | 9.1 | -627,854 | -392,213 | ||
| CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | |||||
| Dividends paid | -410,521 | -396,609 | |||
| Proceeds from sale of treasury shares and exercise of rights under share-based incentive plans |
- | 230,118 | |||
| Issuance of bonds | 7.15 | 23,887 | 890,495 | ||
| Increase in medium/long term borrowings (excluding finance lease liabilities) | 12,467 | 786 | |||
| Bond redemptions | 7.15 | -909,614 | -115,431 | ||
| Buyback of bonds issued by Atlantia and purchase of notes issued by Romulus Finance |
-72,200 | -1,306,812 | |||
| Repayments of medium/long term borrowings (excluding finance lease liabilities) | -55,699 | -216,294 | |||
| Payment of finance lease liabilities | -1,390 | -1,361 | |||
| Net change in other current and non-current financial liabilities | -46,568 | -403,722 | |||
| Net cash generated from/(used in) financing activities [c] | 9.1 | -1,459,638 | -1,318,830 | ||
| Net effect of foreign exchange rate movements on net cash and cash equivalents [d] | 21,097 | -6,278 | |||
| Increase/(Decrease) in cash and cash equivalents [a+b+c+d] | 9.1 | -1,101,515 | -697,332 | ||
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 2,959,613 | 1,952,748 | |||
| NET CASH AND CASH EQUIVALENTS AT END OF PERIOD | 1,858,098 | 1,255,416 |
| €000 | NOTE | H1 2016 | H1 2015 |
|---|---|---|---|
| Income taxes paid | 203,865 | 193,486 | |
| Interest and other financial income collected | 61,780 | 97,239 | |
| Interest and other financial expenses paid | 451,309 | 578,060 | |
| Dividends received | 8.13 | 7,830 | 569 |
| Foreign exchange gains collected | 913 | 107 | |
| Foreign exchange losses incurred | 1,001 | 157 |
| €000 | NOTE | H1 2016 | H1 2015 |
|---|---|---|---|
| NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 2,959,613 | 1,952,748 | |
| Cash and cash equivalents | 7.8 | 2,957,246 | 1,904,996 |
| Bank overdrafts repayable on demand | 7.15 | -36,654 | -813 |
| Intercompany current account payables due to related parties | - | -67 | |
| Cash and cash equivalents related to discontinued operations | 7.11 | 39,021 | 48,632 |
| NET CASH AND CASH EQUIVALENTS AT END OF PERIOD | 1,858,098 | 1,255,416 | |
| Cash and cash equivalents | 7.8 | 1,851,979 | 1,240,111 |
| Bank overdrafts repayable on demand | 7.15 | -24,423 | -36,641 |
| Intercompany current account payables due to related parties | - | -2,063 | |
| Cash and cash equivalents related to discontinued operations | 7.11 | 30,542 | 54,009 |
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 serviceability of motorway and airport assets in Italy and abroad. Further information on the Group's concession arrangements is provided in note 4. The Group's activities are not, on the whole, subject to significant seasonal variations between the first and second halves of the year.
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.
The Company's registered office is in Rome, at Via Nibby, 20. The Company does not have branch offices. The duration of the Company is currently until 31 December 2050.
At the date of preparation of these condensed consolidated interim financial statements, Sintonia SpA is the shareholder that holds a relative majority of the issued capital of Atlantia SpA. Neither Sintonia SpA nor its direct parent, Edizione Srl, exercise management and coordination of Atlantia SpA.
The condensed consolidated interim financial statements as at and for the six months ended 30 June 2016 were approved by the Board of Directors of Atlantia at its meeting of 4 August 2016.
The condensed consolidated interim financial statements as at and for the six months ended 30 June 2016 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, on the assumption that the Parent Company and consolidated companies are going concerns.
Art. 154-ter "Financial reports" of the Consolidated Finance Act has been amended by Legislative Decree 25 of 15 February 2016, which has transposed EU Directive 2013/50/EU (the so-called "Transparency" directive) into Italian law. 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 2015, 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 2015.
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 2015 and the consolidated financial statements as at and for the year ended 31 December 2015. However, in certain cases, the names of items or sub-items have been changed in order to ensure a clearer understanding of the relevant content.
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 atypical or unusual transactions, having a material impact on the Group's consolidated income statement, were entered into during the first half of 2016, either with third or related parties. A number of nonrecurring financial transactions with a material impact on the consolidated income statement were, however, concluded in the first half of 2015. These are described in note 8.18.
The consolidated financial statements therefore show the principal amounts relating to related party transactions and, for the first half of 2015 alone, the impact of the above non-recurring financial transactions.
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.
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 2016 are consistent with those applied in preparation of the consolidated financial statements as at and for the year ended 31 December 2015, to which reference should be made for a description of the relevant accounting standards and policies. This reflects the fact that no new standards, interpretations, or amendments to existing standards, having a material effect on the Atlantia Group's consolidated financial statements, became effective in the first half of 2016. For the sake of full disclosure, it should be noted that the following new standards, interpretations and/or amendments to existing standards and interpretations are applicable by the Atlantia Group from 1 January 2016:
document (such as the management report on operations or the reports on risks), including a reference in the interim financial statements to elsewhere in the interim financial report. In this case, however, the document must be available to readers of the interim financial statements in the same way and at the same time as the interim financial statements;
e) IAS 16 – Property, Plant and Equipment and IAS 38 – Intangible Assets. The amendments introduce the presumption that a revenue-based method of depreciation or amortisation for an asset or group of assets is not appropriate. This is because the IASB believes that revenue generated by an asset or group of assets, represented by an item of property, plant and equipment or an intangible asset, generally reflects factors not directly linked to consumption of the economic benefits embodied in the asset. The above presumption may only be overcome in limited circumstances, when it can be demonstrated that revenue and the consumption of economic benefits of the item of property, plant or equipment or intangible asset are highly correlated, or when the item of property, plant or equipment or intangible asset is expressed as a measure of revenue that can be obtained from the asset (such as, for example, in the case of concession rights giving rise to receipt of a determinate amount of revenue).
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, applying the IFRS relevant in such cases.
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.
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 located in Italy and overseas.
The main developments during the first half of 2016, 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 2015.
Further details of events of a regulatory nature, linked to the Group's concession arrangements, during the first half of 2016 are provided in note 10.7.
With regard to award of the concession to operate the A3 Naples–Pompei–Salerno motorway, described in more detail in note 10.7, on 22 March 2016 the sixth meeting of the Tender Committee decided to disqualify both bidders due to irregularities in their bids. On the same date, the Ministry of Infrastructure and Transport informed Autostrade Meridionali of its final decision to disqualify both bidders from the tender process. The company has challenged the disqualification. Autostrade Meridionali's challenge is pending.
With the exception of the above, there are no further changes during the first half of 2016 to report regarding the motorway concession arrangements held by the Italian companies.
There were no material changes in relation to the concession held by Aeroporti di Roma, covering operation of the airport system serving Italy's capital city, during the first half of 2016.
There were no material changes in relation to the motorway concessions held by the Group's overseas companies during the first half of 2016.
The following table lists the motorway and airport operators consolidated on a line-by-line basis by the Group as at 30 June 2016, providing details of the related concessions and the relevant expiry dates for each country.
| COUNTRY OPERATOR | SECTION OF MOTORWAY | KILOMETRES IN SERVICE |
EXPIRY DATE | |
|---|---|---|---|---|
| ITALIAN MOTORWAYS | ||||
| Italy | Autostrade per l'Italia | A1 Milan – Naples | 803.5 | |
| A4 Milan – Brescia | 93.5 | |||
| A7 Genoa – Serravalle | 50.0 | |||
| A8/9 Milan – lakes | 77.7 | |||
| A8 / A26 link road | 24.0 | |||
| A10 Genoa – Savona | 45.5 | |||
| A11 Florence – Pisa North | 81.7 | |||
| A12 Genoa – Sestri Levante | 48.7 | |||
| A12 Rome – Civitavecchia | 65.4 | |||
| A13 Bologna – Padua | 127.3 | |||
| A14 Bologna – Taranto | 781.4 | |||
| A16 Naples – Canosa | 172.3 | |||
| A23 Udine – Tarvisio | 101.2 | |||
| A26 Genoa – Gravellona Toce | 244.9 | |||
| A27 Mestre – Belluno | 82.2 | |||
| A30 Caserta – Salerno | 55.3 | |||
| TOTAL | 2,854.6 | 31 Dec 2038 | ||
| Autostrade Meridionali | A3 Naples – Salerno | 51.6 | 31 Dec 2012 (1) | |
| Raccordo Autostradale Valle d'Aosta | A5 Aosta – Mont Blanc | 32.3 | 31 Dec 2032 | |
| Tangenziale di Napoli | Naples ring road | 20.2 | 31 Dec 2037 | |
| Autostrada Tirrenica | A12 Livorno - Civitavecchia | 40.1 | 31 Dec 2046 | |
| Società Italiana per azioni per il Traforo del Monte Bianco | Mont Blanc Tunnel | 5.8 | 31 Dec 2050 | |
| OVERSEAS MOTORWAYS | ||||
| Brazil | Triangulo do Sol Auto-Estradas | SP 310 Rodovia Washington Luis SP326 Rodovia Brigadeiro Faria Lima |
442.0 | 18 July 2021 |
| SP333 Rodovia Carlos Tonani, Nemesio Cadetti e Laurentino Mascari | ||||
| Rodovias das Colinas | SP075 - Itu/Campinas | |||
| SP127- Rio Claro/Tatuí | ||||
| SP280 - Itu/Tatuí | 307.0 | 1 July 2028 | ||
| SP300 – Jundiaí/Tietê | ||||
| SPI-102/300 | ||||
| Concessionaria da Rodovia MG050 | MG-050 | |||
| BR-265 | 372.0 | 12 June 2032 | ||
| BR-491 | ||||
| Chile | Sociedad Concesionaria de Los Lagos | Rio Bueno - Puerto Montt (Chile) | 135.0 | 20 Sept 2023 |
| Sociedad Concesionaria Litoral Central | Nuevo Camino Costero: Cartagena Algarrobo | 80.6 | 16 Nov 2031 | |
| Camino Algarrobo - Casablanca (Ruta F-90) | ||||
| Camino Costero Interior (Ruta F-962-G) | ||||
| Sociedad Concesionaria Vespucio Sur | Ruta 78 - General Velàsquez | 23.5 | 6 Dec 2032 | |
| General Velàsquez - Ruta 5 Sur | ||||
| Ruta 5 Sur - Nuevo Acceso Sur a Santiago | ||||
| Nuevo Acceso Sur a Santiago - Av. Vicuna Mackenna | ||||
| Av. Vicuna Mackenna - Av. Grecia | ||||
| Sociedad Concesionaria Costanera Norte | Puente La Dehesa - Puente Centenario | 43.0 | 30 June 2033 | |
| Puente Centenario - Vivaceta | ||||
| Vivaceta - A. Vespucio | ||||
| Estoril - Puente Lo Saldes | ||||
| Sociedad Concesionaria Autopista Nororiente | Sector Oriente: Enlace Centenario - Enlace Av. Del Valle | 21.5 | 7 Jan 2044 (2) | |
| Sociedad Concesionaria AMB | Sector Poniente: Enlace Av. Del Valle - Enlace Ruta 5 Norte Section A |
|||
| 10.0 | 2020 (3) | |||
| Poland | Stalexport Autostrada Malopolska | Section B A4 Krakow – Katowice (Poland) |
61.0 | 15 Mar 2027 |
| COUNTRY OPERATOR | AIRPORT | EXPIRY DATE | |
|---|---|---|---|
| ITALIAN AIRPORTS | |||
| Italy | Aeroporti di Roma | "Leonardo da Vinci" Fiumicino | |
| "G.B. Pastine" Ciampino | 30 June 2044 |
(1) In compliance with the concession arrangement, in December 2012 the Grantor asked Autostrade Meridionali to continue operating the motorway after 1 January 2013, in accordance with the terms and conditions of the existing arrangement.
(2) Estimated date: the concession will expire when the net present value of the revenues received, discounted to the start date of the concession at the real rate of 9.5%, reaches the threshold provided for in the concession arrangement and, in any event, no later than 2044.
(3) Estimated date: the concession will expire when the net present value of the revenues received, discounted to the start date of the concession at the real rate of 9.0%, reaches the threshold provided for in the concession arrangement and, in any event, no later than 2048.
The consolidation policies and methods used for the condensed consolidated interim financial statements as at and for the six months ended 30 June 2016 are consistent with those used in preparation of the consolidated financial statements as at and for the year ended 31 December 2015.
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-byline method and are listed in Annex 1.
A number of companies listed in Annex 1 have not been consolidated due to their quantitative and qualitative immateriality to a true and fair view of the Group's financial position, results of operations and cash flows, as a result of their operational insignificance (dormant companies or companies whose liquidation is nearing completion).
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.
The scope of consolidation at 30 June 2016 is unchanged with respect to the consolidated financial statements for the year ended 31 December 2015. However, it should be noted that the first half of 2016 benefits from the contribution of Autostrada Tirrenica (SAT), consolidated from September 2015.
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, shown below, used for the translation of reporting packages denominated in functional currencies other than the euro, were obtained from the Bank of Italy:
| CURRENCY | 2016 | 2015 | |||||
|---|---|---|---|---|---|---|---|
| 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 | 1.110 | 1.116 | 1.119 | 1.089 | 1.116 | ||
| Euro/Polish Zloty | 4.436 | 4.369 | 4.191 | 4.264 | 4.141 | ||
| Euro/Chilean Peso | 735.500 | 769.129 | 714.921 | 772.713 | 693.343 | ||
| Euro/Brazilian Real | 3.590 | 4.130 | 3.470 | 4.312 | 3.310 | ||
| Euro/Indian Rupee | 74.960 | 75.002 | 71.187 | 72.022 | 70.124 |
There were no corporate actions or acquisitions during the first half of 2016.
The following notes provide information on items in the consolidated statement of financial position as at 30 June 2016. Comparative amounts as at 31 December 2015 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.
As at 30 June 2016, property, plant and equipment amounts to €247,512 thousand, compared with a carrying amount of €231,742 thousand as at 31 December 2015. 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 | 30 June 2016 | 31 December 2015 | ||||||
|---|---|---|---|---|---|---|---|---|
| COST | ACCUMULATED DEPRECIATION | CARRYING AMOUNT |
COST | ACCUMULATED DEPRECIATION | CARRYING AMOUNT |
|||
| Property, plant and equipment | 786,522 | -542,869 | 243,653 | 748,342 | -520,480 | 227,862 | ||
| Property, plant and equipment held under finance leases | 3,435 | -410 | 3,025 | 3,286 | -335 | 2,951 | ||
| Investment property | 6,782 | -5,948 | 834 | 7,053 | -6,124 | 929 | ||
| Total property, plant and equipment | 796,739 | -549,227 | 247,512 | 758,681 | -526,939 | 231,742 |
The increase in the carrying amount with respect to 31 December 2015, amounting to €15,770 thousand, primarily reflects a combination of capital expenditure during the period, amounting to €42,777 thousand, and depreciation of €26,414 thousand, as shown in the following table.
| CHANGES DURING THE PERIOD | |||||||
|---|---|---|---|---|---|---|---|
| €000 | CARRYING AMOUNT AS AT 31 DECEMBER 2015 |
ADDITIONS | DEPRECIATION | DISPOSALS | NET CURRENCY TRANSLATION DIFFERENCES |
RECLASSIFICATIONS AND OTHER ADJUSTMENTS |
CARRYING AMOUNT AS AT 30 JUNE 2016 |
| Property, plant and equipment | |||||||
| Land | 7,982 | - | - | - | 20 | - | 8,002 |
| Buildings | 43,260 | 509 | -1,845 | -4 | -121 | 701 | 42,500 |
| Plant and machinery | 34,655 | 2,245 | -4,483 | -22 | 29 | 467 | 32,891 |
| Industrial and business equipment | 48,835 | 4,252 | -9,739 | -119 | -60 | 4,783 | 47,952 |
| Other assets | 50,832 | 9,283 | -10,215 | -18 | 85 | 191 | 50,158 |
| Property, plant and equipment under construction and advance payments |
42,298 | 26,488 | - | - | -36 | -6,600 | 62,150 |
| Total | 227,862 | 42,777 | -26,282 | -163 | -83 | -458 | 243,653 |
| Property, plant and equipment held under finance leases |
|||||||
| Equipment and other assets held under finance leases | 2,951 | - | -73 | - | 147 | - | 3,025 |
| Total | 2,951 | - | -73 | - | 147 | - | 3,025 |
| Investment property | |||||||
| Land | 39 | - | - | - | - | - | 39 |
| Buildings | 890 | - | -59 | - | -36 | - | 795 |
| Total | 929 | - | -59 | - | -36 | - | 834 |
| Total property, plant and equipment | 231,742 | 42,777 | -26,414 | -163 | 2 8 |
-458 | 247,512 |
"Investment property" of €834 thousand as at 30 June 2016 refers to land and buildings not used in operations and is stated at cost. The total fair value of these assets is estimated to be €2 million, based on independent appraisals and information on property markets relevant to these types of investment property. There were no significant changes in the expected useful lives of these assets during the period. As at 30 June 2016, property, plant and equipment is free of mortgages, liens or other collateral guarantees restricting use.
This item consists of:
| 30 June 2016 | 31 December 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| €000 | COST | ACCUMULATED AMORTISATION | ACCUMULATED CARRYING AMOUNT COST IMPAIRMENTS |
ACCUMULATED AMORTISATION | ACCUMULATED IMPAIRMENTS |
CARRYING AMOUNT | |||
| Intangible assets deriving from concession rights | 27,872,084 | -7,463,513 | -194,747 | 20,213,824 | 27,216,893 | -6,978,931 | -194,747 | 20,043,215 | |
| Goodwill and other intangible assets with indefinite lives |
4,402,196 | - | -19,406 | 4,382,790 | 4,402,304 | - | -19,515 | 4,382,789 | |
| Other intangible assets | 866,739 | -453,885 | -3,767 | 409,087 | 840,684 | -418,260 | -3,840 | 418,584 | |
| Intangible assets | 33,141,019 | -7,917,398 | -217,920 | 25,005,701 | 32,459,881 | -7,397,191 | -218,102 | 24,844,588 |
Intangible assets recorded a net increase of €161,113 thousand in the first half of 2016, primarily due to a combination of the following:
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 2016.
| CHANGES DURING THE PERIOD | |||||||
|---|---|---|---|---|---|---|---|
| €000 | CARRYING AMOUNT AS AT 31 DECEMBER 2015 |
ADDITIONS DUE TO COMPLETION OF CONSTRUCTION SERVICES, ACQUISITIONS AND CAPITALISATIONS |
AMORTISATION | CHANGES DUE TO REVISED PRESENT VALUE OF CONTRACTUAL OBLIGATIONS |
NET CURRENCY TRANSLATION DIFFERENCES |
RECLASSIFICATIONS AND OTHER ADJUSTMENTS |
CARRYING AMOUNT AS AT 30 JUNE 2016 |
| Intangible assets deriving from concession rights |
|||||||
| Acquired concession rights | 6,087,169 | - | -110,508 | - | 186,275 | - 6,162,936 |
|
| Concession rights accruing from construction services for which no additional economic benefits are received |
8,440,514 | - | -184,923 | 32,594 | 1,600 | 9,896 | 8,299,681 |
| Concession rights accruing from construction services for which additional economic benefits are received |
5,415,985 | 263,461 | -100,465 | - | 87,604 | -12,761 | 5,653,824 |
| Concession rights accruing from construction services provided by sub- operators |
99,547 | - | -2,163 | - | - | -1 | 97,383 |
| Total | 20,043,215 | 263,461 | -398,059 | 32,594 | 275,479 | -2,866 | 20,213,824 |
| Goodwill and other intangible assets with indefinite useful life |
|||||||
| Goodwill | 4,382,757 | - | - | - | - | - 4,382,757 |
|
| Trademarks | 32 | - | - | - | 1 | - 33 |
|
| Total | 4,382,789 | - | - | - | 1 | - 4,382,790 |
|
| Other intangible assets | |||||||
| Contractual trading relations | 331,759 | - | -18,195 | - | 1 | - 313,565 |
|
| Development costs | 10,669 | 2,350 | -3,758 | - | -5 | - 9,256 |
|
| Industrial patents and intellectual property rights |
10,134 | 3,824 | -3,605 | - | 349 | 73 | 10,775 |
| Concessions and licenses | 10,599 | 350 | -1,936 | - | 121 | 524 | 9,658 |
| Other | 27,483 | 1,367 | -2,116 | - | 5,372 | 2 | 32,108 |
| Intangible assets under development and advance payments |
27,940 | 6,523 | - | - | -441 | -297 | 33,725 |
| Total | 418,584 | 14,414 | -29,610 | - | 5,397 | 302 | 409,087 |
| Intangible assets | 24,844,588 | 277,875 | -427,669 | 32,594 | 280,877 | -2,564 | 25,005,701 |
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 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|---|
| Use of provisions for construction services required by contract for which no additional economic benefits are received |
7.13 / 8.11 | 162,141 | 252,478 | -90,337 |
| Use of provisions for refurbishment of airport infrastructure | 7.14 | 46,669 | 60,631 | -13,962 |
| Increase in intangible concession rights accruing from completed construction services for which additional economic benefits are received |
263,461 | 246,286 | 17,175 | |
| Increase in financial assets deriving from motorway construction services | 7.4 / 8.3 | 36,645 | 49,371 | -12,726 |
| Revenue from government grants for construction services for which no additional economic benefits are received |
8.3 | 332 | 12,943 | -12,611 |
| Investment in assets held under concession | 509,248 | 621,709 | -112,461 |
Research and development expenditure of approximately €0.5 million has been recognised in the consolidated income statement for the first half of 2016. These activities are carried out in order to improve infrastructure, the services offered, safety levels and environmental protection.
"Goodwill and other intangible assets with indefinite lives", totalling €4,382,790 thousand, primarily consists of the carrying amount of goodwill (impairment tested at least once a year rather than amortised), amounting to €4,382,757 thousand, regarding the acquisition in 2003 of a majority interest in the former Autostrade – Concessioni e Costruzioni Autostrade SpA. This goodwill was determined in accordance with prior accounting standards under the exemption permitted by IFRS 1 and coincides with the carrying amount as at 1 January 2004, the IFRS transition date. The full amount has been allocated to the CGU represented by the operator, Autostrade per l'Italia.
With regard to the recoverability of goodwill and the concession rights belonging to Group 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 2015 for a detailed description of the assumptions and criteria used in the most recent impairment testing of intangible assets.
This item increased by €16,823 thousand in the first half of 2016, essentially due to a combination of the following:
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 2016 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.
31 December 2015 30 June 2016 62,231 5,660 21,264 - - - 44 89,199 9,150 - - -3,680 -189 - -106 5,175 25,484 - - - -8,134 1,964 - 19,314 96,865 5,660 21,264 -3,680 -8,323 1,964 -62 113,688 - joint ventures Investments CLOSING BALANCE PROFIT OR LOSS OTHER COMPREHENSIVE INCOME Investments accounted for at cost or fair value Investments accounted for using the equity method in: - associates CHANGES DURING THE PERIOD €000 MEASURMENT USING EQUITY METHOD OPENING BALANCE CAPITAL INJECTIONS REVERSALS OF IMPAIRMENTS (IMPAIRMENTS) RECOGNISED IN PROFIT OR LOSS RETURNS OF CAPITAL RECLASSIFICATIONS AND OTHER CHANGES
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 2016.
The following table shows the Group's principal investments as at 30 June 2016, including the Group's percentage interest and the relevant carrying amount, net of unpaid, called-up issued capital, and showing the original cost and any accumulated revaluations and impairments at the end of the period. There are no investments in associates and joint ventures that are individually material with respect to total consolidated
assets, operating activities and geographical area and, therefore, the additional disclosures required in such cases by IFRS 12 are not presented.
| €000 | 30 June 2016 | 31 December 2015 | ||||||
|---|---|---|---|---|---|---|---|---|
| % INTEREST | COST | REVERSALS OF IMPAIRMENTS (IMPAIRMENTS) |
CARRYING AMOUNT |
% INTEREST | COST | REVERSALS OF IMPAIRMENTS (IMPAIRMENTS) |
CARRYING AMOUNT |
|
| Investments accounted for at cost or fair | ||||||||
| value | ||||||||
| Tangenziali Esterne di Milano | 13.67% | 36,034 | -4,012 | 32,022 | 13.67% | 36,034 | -1,490 | 34,544 |
| Lusoponte | 17.21% | 39,852 | - | 39,852 | 17.21% | 39,852 | -24,513 | 15,339 |
| Compagnia Aerea Italiana | 7.02% | 167,909 | -162,249 | 5,660 | 7.02% | 162,249 | -162,249 | - |
| Tangenziale Esterna | 1.25% | 5,811 | - | 5,811 | 1.25% | 5,811 | - | 5,811 |
| Firenze Parcheggi | 5.47% | 2,582 | -728 | 1,854 | 5.47% | 2,582 | - | 2,582 |
| S.A.CAL. | 16.57% | 1,307 | - | 1,307 | 16.57% | 1,307 | - | 1,307 |
| Aeroporto di Genova | 15.00% | 894 | - | 894 | 15.00% | 894 | - | 894 |
| Emittente Titoli | 7.24% | 827 | - | 827 | 7.24% | 827 | - | 827 |
| Uirnet | 1.51% | 427 | - | 427 | 1.51% | 427 | - | 427 |
| Veneto Strade | 5.00% | 258 | - | 258 | 5.00% | 258 | - | 258 |
| Other smaller investments | - | 433 | -146 | 287 | - | 242 | - | 242 |
| 89,199 | 62,231 | |||||||
| Investments accounted for using the equity method in: - associates |
||||||||
| Società Infrastrutture Toscane (in liquidation) | 46.60% | 3,262 | -270 | 2,992 | 46.60% | 6,990 | -182 | 6,808 |
| Pedemontana Veneta (in liquidation) | 29.77% | 1,935 | -78 | 1,857 | 29.77% | 1,935 | -96 | 1,839 |
| Bologna & Fiera Parking | 36.81% | 5,557 | -5,557 | - | 36.81% | 5,557 | -5,411 | 146 |
| Other smaller investments | - | 460 | -134 | 326 | - | 411 | -54 | 357 |
| - joint ventures | ||||||||
| Rodovias do Tieté | 50.00% | 53,903 | -42,794 | 11,109 | 50.00% | 53,903 | -36,205 | 17,698 |
| Pune Solapur Expressways Private Limited | 50.00% | 16,310 | -9,105 | 7,205 | 50.00% | 16,426 | -9,640 | 6,786 |
| Geie del Traforo del Monte Bianco | 50.00% | 1,000 | - | 1,000 | 50.00% | 1,000 | - | 1,000 |
| 24,489 | 34,634 | |||||||
| Investments | 113,688 | 96,865 |
Annex 1, "The Atlantia Group's scope of consolidation and investments", provides a list of all the Group's investments as at 30 June 2016, as required by CONSOB Communication DEM/6064293 of 28 July 2006.
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.
| 30 June 2016 | 31 December 2015 | |||||
|---|---|---|---|---|---|---|
| €000 | CARRYING | CURRENT | NON-CURRENT | CARRYING | CURRENT | NON-CURRENT |
| AMOUNT | PORTION | PORTION | AMOUNT | PORTION | PORTION | |
| Takeover rights | 403,972 | 403,972 | - | 403,293 | 403,293 | - |
| Guaranteed minimum tolls | 637,652 | 37,159 | 600,493 | 610,454 | 32,218 | 578,236 |
| Other financial assets deriving from concession rights | 247,249 | - | 247,249 | 188,263 | - | 188,263 |
| Financial assets deriving from concession rights ( 1) |
1,288,873 | 441,131 | 847,742 | 1,202,010 | 435,511 | 766,499 |
| Financial assets deriving from government grants related to construction services ( 1) |
332,475 | 59,289 | 273,186 | 330,289 | 74,627 | 255,662 |
| Term deposits ( 2) |
561,818 | 238,779 | 323,039 | 546,728 | 221,834 | 324,894 |
| Derivative assets (3) | 84,398 | 57,840 | 26,558 | 60,246 | 59,684 | 562 |
| Other medium/long-term financial assets (1) | 569,115 | 8,942 | 560,173 | 442,962 | 9,303 | 433,659 |
| Other medium/long-term financial assets | 653,513 | 66,782 | 586,731 | 503,208 | 68,987 | 434,221 |
| Current derivative assets ( 3) |
- | - | - | 3 6 |
3 6 |
- |
| Other current financial assets ( 1) |
31,936 | 31,936 | - | 17,986 | 17,986 | - |
| Total | 2,868,615 | 837,917 | 2,030,698 | 2,600,257 | 818,981 | 1,781,276 |
(1) These assets include financial instruments primarily classified as "loans and receivables" under IAS 39.
The carrying amount coincides with fair value.
(2) These assets have been classified as "available-for-sale" financial instruments and in level 2 of the fair value hierarchy.
The carrying amount coincides with fair value.
(3) These assets primarily include derivative financial instruments classified as hedges under level 2 of the fair value hierarchy.
| 31 December 2015 | 30 June 2016 | ||||||
|---|---|---|---|---|---|---|---|
| €000 | CARRYING AMOUNT | INCREASES DUE TO DISCOUNTING TO PRESENT VALUE |
ADDITIONS DUE TO COMPLETION OF CONSTRUCTION SERVICES |
REDUCTIONS DUE TO COLLECTIONS |
CURRENCY TRANSLATION DIFFERENCES |
RECLASSIFICATION S AND OTHER CHANGES |
CARRYING AMOUNT |
| Takeover rights | 403,293 | - - |
- | - 679 |
403,972 | ||
| Guaranteed minimum tolls | 610,454 | 21,965 | - | 35,746 | 40,979 | - | 637,652 |
| Other financial assets deriving from concession rights | 188,263 | 6,581 | 36,645 | - | 15,200 | 560 | 247,249 |
| Financial assets deriving from concession rights | 1,202,010 | 28,546 | 36,645 | 35,746 | 56,179 | 1,239 | 1,288,873 |
Financial assets deriving from concession rights include:
The increase of €86,863 thousand in financial assets deriving from concession rights primarily reflects movements in exchange rates, linked to the rise in the value of the Chilean peso against the euro (€56,179 thousand), and motorway construction services performed by Costanera Norte during the period as part of the CC7 project (€36,645 thousand).
Financial assets deriving from government grants to finance infrastructure works include amounts receivable from grantors or other public entities as grants accruing as a result of construction and maintenance of assets held under concession. This item is broadly in line with the figure for 31 December 2015. During the first half of 2016, the Chilean company, Los Lagos, had, in accordance with its concession arrangement, accrued grants receivable of €7,544 thousand in return for carrying out motorway maintenance. These grants are due from the Grantor and, as at 30 June 2016, amount to a total of €91,934 thousand.
Other medium/long-term financial assets are up €150,305 thousand, primarily reflecting a combination of the following:
There has been no indication of impairment of any financial assets recognised in the financial statements in the first half of 2016.
The amount of deferred tax assets and liabilities both eligible and ineligible for offset is shown below, with respect to temporary timing differences between consolidated carrying amounts and the corresponding tax bases at the end of the period.
| €000 | 30 June 2016 | 31 December 2015 |
|---|---|---|
| Deferred tax assets | 2,187,110 | 2,175,043 |
| Deferred tax liabilities eligible for offset | -606,259 | -600,477 |
| Deferred tax assets less deferred tax liabilities eligible for offset |
1,580,851 | 1,574,566 |
| Deferred tax liabilities not eligible for offset | -1,747,512 | -1,701,181 |
| Difference between deferred tax assets and liabilities (eligible and ineligible for offset) |
-166,661 | -126,615 |
Changes in the Group's deferred tax assets and liabilities during the period, based on the nature of the temporary differences giving rise to them, are summarised in the following table.
| CHANGES DURING THE PERIOD | |||||||
|---|---|---|---|---|---|---|---|
| €000 | 31 December 2015 | 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 |
30 June 2016 |
| Deferred tax assets on: | |||||||
| Deductible intercompany goodwill | 509,726 | - | -55,470 | - | - | - | 454,256 |
| Provisions | 550,386 | 62,035 | -33,764 | -70 | -6,099 | - | 572,488 |
| Restatement of global balance on application of IFRIC 12 by Autostrade per l'Italia |
445,524 | - | -11,366 | - | - | - | 434,158 |
| Derivative liabilities | 188,512 | - | -300 | 35,181 | 64 | 443 | 223,900 |
| Tax loss carryforwards | 120,330 | 3,785 | -17,842 | - | -94 | 4,329 | 110,508 |
| Impairments and depreciation of non-current assets | 103,119 | 1,934 | -1,167 | - | - | 12,605 | 116,491 |
| Impairment of receivables and inventories | 35,418 | 5,642 | -614 | - | -84 | 1,423 | 41,785 |
| Other temporary differences | 222,028 | 15,016 | -15,058 | -930 | -163 | 12,631 | 233,524 |
| Total | 2,175,043 | 88,412 | -135,581 | 34,181 | -6,376 | 31,431 | 2,187,110 |
| Deferred tax liabilities on: | |||||||
| Differences between carrying amounts and fair values of assets and liabilities acquired through business combinations |
-1,733,960 | -165 | 34,556 | - | - | -58,096 | -1,757,665 |
| Financial assets deriving from concession rights and government grants | -179,873 | -673 | 2,364 | - | 13 | -9,596 | -187,765 |
| Derivative assets | -80,338 | - | - -714 |
- | - | -81,052 | |
| Other temporary differences | -307,487 | -12,195 | 11,694 | - | -216 | -19,085 | -327,289 |
| Total | -2,301,658 | -13,033 | 48,614 | -714 | -203 | -86,777 | -2,353,771 |
| Difference between deferred tax assets and liabilities (eligible and ineligible for offset) |
-126,615 | 75,379 | -86,967 | 33,467 | -6,579 | -55,346 | -166,661 |
Deferred tax assets primarily include the residual deferred tax assets (€454,256 thousand) recognised in connection with the reversal of intercompany gains arising in 2003 on the contribution of the portfolio of motorways to Autostrade per l'Italia, those that will be released on a straight-line basis over the life of Autostrade per l'Italia's concession, recognised as a result of the impact on taxation of adoption of IFRIC 12 (€434,158 thousand), and deferred tax assets on provisions not deducted from tax (€572,488 thousand). Deferred tax liabilities essentially regard fair value gains recognised on assets acquired as a result of past business combinations (€1,757,665 thousand). They are primarily attributable to the Aeroporti di Roma group and the Group's Chilean and Brazilian motorway operators.
The net increases both for the Deferred tax asset (€ 12,067 thousand) and Deferred tax liabilities (€ 52,113 thousand) are mainly determined by currency traslation differecences recognised in the period.
The increase of €15,401 thousand in the first half of 2016 primarily reflects VAT refundable to Autostrade Tirrenica.
As at 30 June 2016, trading assets consist of:
| €000 | 30 June 2016 | 31 December 2015 |
|
|---|---|---|---|
| Trade receivables due from: | |||
| Motorway users | 1,030,108 | 860,091 | |
| Airport users | 276,154 | 265,134 | |
| Sub-operators at motorway service areas | 68,949 | 103,309 | |
| Sundry customers | 325,162 | 318,360 | |
| Gross trade receivables | 1,700,373 | 1,546,894 | |
| Allowance for bad debts | 242,291 | 216,474 | |
| Other trading assets | 74,985 | 64,476 | |
| Net trade receivables | 1,533,067 | 1,394,896 |
Trade receivables, after the allowance for bad debts, have increased €138,171 thousand, essentially reflecting a combination of the following changes:
The following table shows an ageing schedule for trade receivables.
| €000 | TOTAL RECEIVABLES AS AT 30 JUNE 2016 |
TOTAL NOT YET DUE |
MORE THAN 90 DAYS OVERDUE |
BETWEEN 90 AND 365 DAYS OVERDUE |
MORE THAN ONE YEAR OVERDUE |
|---|---|---|---|---|---|
| Trade receivables | 1,700,373 | 1,219,065 | 78,272 | 103,721 | 299,315 |
Overdue receivables regard uncollected and unpaid tolls, royalties due from service area operators, amounts due from airlines 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 2016. 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 provided by customers.
| €000 | 31 December 2015 | ADDITIONS | USES | RECLASSIFICATIONS AND OTHER CHANGES 30 June 2016 |
|
|---|---|---|---|---|---|
| Allowance for bad debts | 216,474 | 24,898 | -3,859 | 4,778 | 242,291 |
The carrying amount of trade receivables approximates to fair value.
Cash and cash equivalents consists of cash on hand and short-term investments. The balance is down €1,105,267 thousand compared with 31 December 2015, essentially due to redemption of bonds issued by Atlantia maturing in May 2016, in addition to net cash used in operating activities.
Detailed explanations of the cash flows resulting in the decrease in the Group's cash in the first half of 2016 are contained in note 9.1, "Notes to the consolidated statement of cash flows".
Current tax assets €205,997 thousand (€43,626 thousand) Current tax liabilities €213,576 thousand (€29,815 thousand)
Current tax assets and liabilities at the beginning and end of the period are detailed below.
| €000 | CURRENT TAX ASSETS | CURRENT TAX LIABILITIES | |||
|---|---|---|---|---|---|
| 30 June 2016 | 31 December 2015 | 30 June 2016 31 December 2015 | |||
| IRES | 170,006 | 11,838 | 157,260 | 4,298 | |
| IRAP | 30,370 | 26,683 | 33,493 | 30 | |
| Taxes attributable to foreign operations | 5,621 | 5,105 | 22,823 | 25,487 | |
| Total | 205,997 | 43,626 | 213,576 | 29,815 |
As at 30 June 2016, the Group reports net current tax liabilities of €7,579 thousand, essentially as a result of income tax payable for the period being higher than payments on account made during the first half of 2016. The balance includes the amount due following a request for a refund of IRES of €31,756 thousand, relating to previous periods of assessment.
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 2016 | 31 December 2015 |
INCREASE/ (DECREASE) |
|---|---|---|---|
| Receivable from public entities | 34,493 | 22,867 | 11,626 |
| Tax credits other than for income tax | 33,652 | 60,143 | -26,491 |
| Receivables due from end users and insurance companies for damages |
23,055 | 24,436 | -1,381 |
| Accrued income of a non-trading nature | 4,406 | 3,742 | 664 |
| Amounts due from staff | 3,556 | 2,479 | 1,077 |
| Receivable from social security institutions | 2,847 | 1,671 | 1,176 |
| Payments on account to suppliers and other current assets |
166,425 | 159,145 | 7,280 |
| Gross other current assets | 268,434 | 274,483 | -6,049 |
| Allowance for bad debts | -27,737 | -29,748 | 2,011 |
| Other current assets | 240,697 | 244,735 | -4,038 |
The balance as at 30 June 2016 is substantially in line with the figure for 31 December 2015. The allowance for bad debts, totalling €27,737 thousand as at 30 June 2016 (€29,748 thousand as at 31 December 2015), primarily relates to Stalexport Autostrady's accounts receivable (presented in other current assets) from a number of investee companies, which are now insolvent. This follows Stalexport's repayment, in previous years, of loans to the investee companies from local authorities, acting in its capacity of guarantor.
Net non-current assets held for sale or related to discontinued operations, totalling €31,513 thousand as at 30 June 2016, primarily consist of:
The following table shows the composition of these assets and liabilities according to their nature (trading, financial or other).
| €000 | 30 June 2016 | 31 December 2015 |
INCREASE/ (DECREASE) |
|---|---|---|---|
| Investments | 4,271 | 4,271 | - |
| Financial assets | 30,553 | 39,034 | -8,481 |
| - Cash and cash equivalents | 30,542 | 39,021 | -8,479 |
| - Other current financial assets | 11 | 13 | -2 |
| Trading and other assets | - | 1,680 | -1,680 |
| Assets held for sale or related to discontinued operations |
34,824 | 44,985 | -10,161 |
| Financial liabilities | 394 | 411 | -17 |
| Trading and other liabilities | 2,917 | 5,768 | -2,851 |
| Liabilities related to discontinued operations |
3,311 | 6,179 | -2,868 |
Atlantia SpA's issued capital as at 30 June 2016, 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 2016.
Equity attributable to owners of the parent, totalling €6,820,143 thousand, is up €20,508 thousand compared with 31 December 2015. The most important changes during the period are shown in detail in the statement of changes in consolidated equity. These regard:
Equity attributable to non-controlling interests of €1,823,145 thousand is up €139,963 thousand compared with 31 December 2015 (€1,683,182 thousand), essentially due to comprehensive income for the period of €163,606 thousand, reflecting the rises in the value of the above South American currencies, partially offset by dividends declared by a number of Group companies and payable to non-controlling shareholders, totalling €23,585 thousand.
Atlantia manages its capital with a view to creating value for shareholders, ensuring the Group can function as a going concern, safeguarding the interests of stakeholders, and providing efficient access to external sources of financing to adequately support the growth of the Group's businesses and fulfil the commitments given in concession arrangements.
Provisions for construction services required by contract represent the residual present value of motorway infrastructure construction and/or upgrade services that certain of the Group's operators, particularly Autostrade per l'Italia, are required to provide and for which no additional economic benefits are received in terms of specific toll increases and/or significant increases in traffic.
The following table shows provisions for construction services required by contract at the beginning and end of the period and changes during the first half of 2016, showing the non-current and current portions.
| €000 | 31 December 2015 | 30 June 2016 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
3,810,742 | 3,369,243 | 441,499 | 32,594 | 13,094 | -162,141 | -2,825 | 3,691,464 | 3,128,266 | 563,198 |
The reduction in these provisions, including the current and non-current portions, amounts to €119,278 thousand and essentially reflects a combination of the following:
c) a €13,094 thousand increase in finance-related provisions accruing in the first half of 2016, being the double entry to the financial expenses accruing in connection with discounting to present value and recognised in the consolidated income statement.
As at 30 June 2016, provisions amount to €2,046,770 thousand (€1,929,343 thousand as at 31 December 2015). The following table shows details of provisions by type, showing the non-current and current portions.
| 30 June 2016 | 31 December 2015 | ||||||
|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
NON-CURRENT PORTION | CURRENT PORTION | CARRYING AMOUNT |
NON-CURRENT PORTION | CURRENT PORTION | ||
| Provisions for employee benefits | 169,910 | 139,900 | 30,010 | 175,766 | 152,437 | 23,329 | |
| Provisions for repair and replacement of motorway infrastructure | 1,477,655 | 1,263,403 | 214,252 | 1,332,007 | 1,114,906 | 217,101 | |
| Provisions for airport refurbishment | 247,633 | 107,582 | 140,051 | 262,435 | 161,266 | 101,169 | |
| Other provisions | 151,572 | 60,873 | 90,699 | 159,135 | 72,184 | 86,951 | |
| Total provisions | 2,046,770 | 1,571,758 | 475,012 | 1,929,343 | 1,500,793 | 428,550 |
| €000 | 30 June 2016 | 31 December 2015 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| CARRYING AMOUNT |
NON-CURRENT PORTION | CURRENT PORTION | CARRYING AMOUNT |
NON-CURRENT PORTION | CURRENT PORTION | ||||
| Provisions for employee benefits | 169,910 | 139,900 | 30,010 | 175,766 | 152,437 | 23,329 | |||
| Provisions for repair and replacement of motorway infrastructure | 1,477,655 | 1,263,403 | 214,252 | 1,332,007 | 1,114,906 | 217,101 | |||
| Provisions for airport refurbishment | 247,633 | 107,582 | 140,051 | 262,435 | 161,266 | 101,169 | |||
| Other provisions | 151,572 | 60,873 | 90,699 | 159,135 | 72,184 | 86,951 | |||
| Total provisions | 2,046,770 | 1,571,758 | 475,012 | 1,929,343 | 1,500,793 | 428,550 | |||
| The following table shows provisions at the beginning and end of the period and changes in the first half of 2016. |
|||||||||
| 31 December 2015 | CHANGES DURING THE PERIOD | 30 June 2016 | |||||||
| €000 | CARRYING AMOUNT | OPERATING PROVISIONS | FINANCE-RELATED PROVISIONS | USES | ACTUARIAL GAINS/(LOSSES) RECOGNISED IN OTHER COMPREHENSIVE INCOME |
CURRENCY TRANSLATION DIFFERENCES, RECLASSIFICATIONS AND OTHER CHANGES |
CARRYING AMOUNT | ||
| Provisions for employee benefits | |||||||||
| Post-employment benefits Other employee benefits |
173,637 2,129 |
723 226 |
1,074 8 |
-7,573 -620 |
1,120 - |
-831 17 |
168,150 1,760 |
||
| Total | 175,766 | 949 | 1,082 | -8,193 | 1,120 | -814 | 169,910 | ||
| Provisions for repair and replacement of motorway infrastructure |
1,332,007 | 280,290 | 15,605 | -161,439 | - | 11,192 | 1,477,655 | ||
| Provisions for airport refurbishment | 262,435 | 30,045 | 1,824 | -46,669 | - | - 2 |
247,633 | ||
| Other provisions Provisions for impairments exceeding carrying |
|||||||||
| amounts of investments | 3,554 | 70 | - | - | - | - | 3,624 | ||
| Provisions for disputes, liabilities and sundry charges | 155,581 | 6,488 | -10 | -2,544 | - | -11,567 | 147,948 | ||
| Total | 159,135 | 6,558 | -10 | -2,544 | - | -11,567 | 151,572 | ||
| Provisions | 1,929,343 | 317,842 | 18,501 | -218,845 | 1,120 | -1,191 | 2,046,770 | ||
| PROVISIONS FOR EMPLOYEE BENEFITS (non-current) €139,900 thousand (€152,437 thousand) (current) €30,010 thousand (€23,329 thousand) As at 30 June 2016, this item consists almost entirely of provisions for post-employment benefits to be paid to |
|||||||||
| staff employed under Italian law. The reduction of €5,856 thousand is primarily due to the payment of benefits and of advances during the period. The actuarial model used to measure the related obligations is based on assumptions of both a demographic and financial nature. Having carried out a simplified actuarial assessment of these liabilities as at 30 June 2016, a number of key assumptions used were the same as those used in the measuring the liabilities as at 31 December 2015. These are described in note 7.14 to the consolidated financial statements as at and for the year ended 31 December 2015. |
|||||||||
| PROVISIONS FOR INFRASTRUCTURE |
REPAIR | AND | REPLACEMENT | OF | MOTORWAY | ||||
| (non-current) €1,263,403 thousand (€1,114,906 thousand) |
This item regards the present value of provisions for the estimated cost of the repair and replacement of motorway infrastructure, in accordance with the contractual commitments of the Group's operators. The balance of these provisions, including both the current and non-current portions, is up €145,648 thousand, essentially due to a combination of the following:
Provisions for the refurbishment of airport infrastructure, including the current and non-current portions, amount to €247,633 thousand, broadly in line with the figure for 31 December 2015, amounting to €262,435 thousand. They represent the present value of the estimated costs to be incurred for extraordinary maintenance, repairs and replacements under the contractual obligation provided for in the airport concession arrangement entered into by Aeroporti di Roma. The objective of such services is to ensure that the airport infrastructure is fit for purpose and safe.
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 balance is down €7,563 thousand, primarily reflecting uses following the settlement of a number of disputes. With regard to claims brought by third parties against Aeroporti di Roma, following the fire in Terminal 3 at Fiumicino airport described in note 8.18, provisions have already been made in the consolidated financial statements as at and for the year ended 31 December 2015. The provisions were made on the basis of an estimate, based on the best information available, of the liabilities, other than those covered by existing insurance policies, the company is likely to be required to pay once final responsibility for the incident has been determined. These provisions are unchanged as at 30 June 2016.
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 2016 | 31 December 2015 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| €000 | TERM | |||||||||
| NOMINAL | CARRYING | CURRENT | NON-CURRENT | BETWEEN 13 AND 60 MONTHS | AFTER 60 MONTHS | NOMINAL | CARRYING | CURRENT | NON-CURRENT | |
| VALUE | AMOUNT | PORTION | PORTION | VALUE | AMOUNT | PORTION | PORTION | |||
| Bond issues (1) (2) (3) | 10,590,770 10,538,474 | 241,777 10,296,697 | 4,718,897 | 5,577,800 11,465,101 11,386,551 | 1,085,993 10,300,558 | |||||
| Bank borrowings | 3,296,273 | 3,294,744 | 213,317 | 3,081,427 | 852,327 | 2,229,100 | 3,310,536 | 3,308,211 | 191,569 | 3,116,642 |
| Other borrowings | 238,009 | 216,842 | 56,919 | 159,923 | 141,186 | 18,737 | 225,801 | 202,149 | 62,553 | 139,596 |
| Medium/long-term borrowings (2) (3) | 3,534,282 | 3,511,586 | 270,236 | 3,241,350 | 993,513 | 2,247,837 | 3,536,337 | 3,510,360 | 254,122 | 3,256,238 |
| Derivative liabilities (4) | 654,866 | - | 654,866 | 16,089 | 638,777 | 461,047 | - | 461,047 | ||
| Accrued expenses on medium/long-term financial liabilities (2) | 209,199 | 209,199 | - - |
- | 303,718 | 303,718 | - | |||
| Other financial liabilities | 21,476 | 4,194 | 17,282 | 17,282 | - | 31,699 | 5,343 | 26,356 | ||
| Other medium/long-term financial liabilities | 230,675 | 213,393 | 17,282 | 17,282 | - | 335,417 | 309,061 | 26,356 | ||
| Total | 14,935,601 | 725,406 14,210,195 | 5,745,781 | 8,464,414 | 15,693,375 | 1,649,176 14,044,199 |
(1) The par value of the bond issues hedged by Cross Currency Swaps and IPCA x CDI Swaps is shown at the hedged notional value.
(2) Financial instruments classified as financial liabilities measured at amortised cost in accordance with IAS 39.
(3) Further details of hedged financial liabilities are contained in note 9.2.
(4) This item primarily includes financial instruments classified as hedging derivatives in accordance with IAS 39 and in level 2 of the fair value hierarchy.
| 30 June 2016 | 31 December 2015 | ||||
|---|---|---|---|---|---|
| €000 | MATURITY | CARRYING AMOUNT ( 1) |
FAIR VALUE ( 2) |
CARRYING AMOUNT ( 1) |
FAIR VALUE ( 2) |
| Bond issues | |||||
| - listed fixed rate | from 2016 to 2034 | 9,575,409 | 11,090,259 | 10,568,634 | 11,766,231 |
| - listed floating rate | from 2016 to 2023 | 434,110 | 436,289 | 339,574 | 353,853 |
| - unlisted fixed rate | from 2032 to 2038 | 381,532 | 513,164 | 355,875 | 486,702 |
| - unlisted floating rate | 2016 | 147,423 | 176,235 | 122,468 | 138,385 |
| 10,538,474 | 12,215,947 | 11,386,551 | 12,745,171 | ||
| Bank borrowings (A) | |||||
| - fixed rate | from 2016 to 2036 | 1,820,103 | 2,165,383 | 1,843,116 | 2,131,387 |
| - floating rate | from 2016 to 2034 | 1,368,417 | 1,423,044 | 1,358,871 | 1,417,437 |
| - non-interest bearing (3) | from 2016 to 2017 | 106,224 | 106,224 | 106,224 | 106,224 |
| 3,294,744 | 3,694,651 | 3,308,211 | 3,655,048 | ||
| Other borrowings (B) | |||||
| - fixed rate | from 2017 to 2026 | 7,158 | 7,158 | 8,309 | 8,309 |
| - floating rate | 2017 | 1,824 | 1,824 | 1,978 | 1,978 |
| - non-interest bearing (4) | from 2016 to 2020 | 207,860 | 207,969 | 191,862 | 191,886 |
| 216,842 | 216,951 | 202,149 | 202,173 | ||
| Medium/long-term borrowings (A+B) | 3,511,586 | 3,911,602 | 3,510,360 | 3,857,221 | |
| Derivative liabilities | 654,866 | 654,866 | 461,047 | 461,047 | |
| Accrued expenses on medium/long-term financial liabilities | 209,199 | 303,718 | |||
| Other financial liabilities | 21,476 | 31,699 | |||
| Other medium/long-term financial liabilities | 230,675 | 335,417 | |||
| Total | 14,935,601 | 16,782,415 | 15,693,375 | 17,063,439 |
(1) The amounts shown in the table for medium/long-term financial liabilities include both the non-current and current portions.
(2) The fair value shown is classified in level 2 of the fair value hierarchy.
(3) This item refers to subsidised loans granted to Autostrade per l'Italia under laws 662/1996, 135/1997 and 345/1997 in order to finance infrastructure on the "Florence North - Florence South" and "Cà Nova - Aglio" ( Variante di Valico) sections of motorway, with repayments made by ANAS.
(4) This item primarily includes the borrowings of Autostrade per l'Italia and the operator, Stalexport Autostrada Malopolska, in relation to their respective concession arrangements, and the amount repayable to the Central Guarantee Fund contributed by SAT.
| 30 June 2016 | |||||||
|---|---|---|---|---|---|---|---|
| €000 | NOMINAL VALUE | CARRYING AMOUNT |
AVERAGE INTEREST RATE APPLIED T O 30 JUNE 2016 ( 1) |
EFFECTIVE INTEREST RATE AS AT 30 JUNE 2016 |
NOMINAL VALUE | CARRYING AMOUNT |
|
| Euro (EUR) | 11,561,369 | 11,429,756 | 3.66% | 4.39% | 12,566,143 | 12,500,409 | |
| Chilean peso (CLP)(2) | 1,012,825 | 1,044,482 | 7.22% | 6.46% | 980,482 | 1,012,924 | |
| Pound sterling (GBP) | 750,000 | 749,655 | 5.99% | 6.26% | 750,000 | 674,140 | |
| Brazilian real (BRL) | 553,230 | 581,531 | 15.78% | 16.82% | 452,699 | 462,040 | |
| Japanese Yen (JPY) | 149,176 | 152,014 | 5.30% | 5.48% | 149,176 | 152,014 | |
| Polish zloty (PLN) | 89,506 | 83,676 | 6.52% | 4.03% | 97,126 | 89,572 | |
| US dollar (USD) | 8,946 | 8,946 | 5.25% | 5.25% | 5,812 | 5,812 | |
| Total | 14,125,052 | 14,050,060 | 4.47% | 15,001,438 | 14,896,911 |
(1) This figure includes the impact of interest and foreign currency hedges.
(2) This primarily includes financial liabilities denominated in Unidad de Fomento (UF), a unit of account used inside Chile, linked to the inflation rate. The exchange rate with the Chilean peso is fixed by Chile's central bank.
d) movements during the period in the carrying amounts of outstanding bond issues and medium/long-term borrowings.
| €000 | CARRYING AMOUNT AS AT 31 DECEMBER 2015 |
NEW BORROWINGS | REPAYMENTS | CURRENCY TRANSLATION DIFFERENCES AND OTHER MOVEMENTS |
CARRYING AMOUNT AS AT 30 JUNE 2016 |
|---|---|---|---|---|---|
| Bond issues | 11,386,551 | 23,887 | -981,814 | 109,850 | 10,538,474 |
| Bank borrowings | 3,308,211 | 12,234 | -55,164 | 29,463 | 3,294,744 |
| Other borrowings Medium/long-term financial |
202,149 | 233 | -1,925 | 16,385 | 216,842 |
| liabilities | 3,510,360 | 12,467 | -57,089 | 45,848 | 3,511,586 - |
| Total | 14,896,911 | 36,354 | -1,038,903 | 155,698 | 14,050,060 |
The Group uses derivative financial instruments to hedge certain current and highly likely future financial liabilities, including interest rate swaps (IRSs), cross currency swaps (CCSs), and Índice Nacional de Preços ao Consumidor Amplo (IPCA) x Certificado de Depósito Interfinanceiro (CDI) Swaps, which are classified as cash flow hedges or fair value hedges pursuant to IAS 39. The fair value of the hedging instruments as at 30 June 2016 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 "Financial risk management".
This item principally refers to bonds issued by Atlantia as part of its €10 billion Medium Term Note (MTN) programme, accounted for at a total amount of €5,310,994 thousand as at 30 June 2016, and the bonds issued by Autostrade per l'Italia as part of its own Medium Term Note (MTN) Programme, authorised for an amount of up to €7 billion.
The decrease of €848,077 thousand primarily reflects:
c) Rodovias das Colinas's issue of the new floating rate CDI bonds, with a carrying amount of €23,887 thousand.
The balance of this item, amounting to €3,511,586 thousand, including the current and non-current portions, is substantially in line with the figure as at 31 December 2015 (€3,510,360 thousand). A number of the medium/long-term loan agreements 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 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 relate to the loan agreements with Cassa Depositi e Prestiti (totalling €829,900 thousand as at 30 June 2016), require compliance with a minimum threshold for "Operating cash flow available for Debt Service/Debt Service" (DSCR).
With regard to the financial commitments of the foreign project companies, the related debt does not envisage recourse to direct or indirect parents and is subject to covenants typical of international practice. The main commitments provide for a pledge on all the project companies' assets and receivables in favour of their creditors.
This item represents fair value losses on outstanding derivatives as at 30 June 2016 and includes:
a) fair value losses (€353,735 thousand) on Cross Currency Interest Rate Swaps (CCIRSs), linked to both derivative instruments classified as cash flow hedges in accordance with IAS 39, hedging the foreign currency and interest rate risks on medium/long-term bonds issued by Atlantia, denominated in pounds sterling (£500 million) and Japanese yen (¥20 billion) and having a total value in euros of €226,040 thousand, and to derivatives entered into by Aeroporti di Roma (with a total value of €127,695 thousand) to hedge the notes with a par value of £215 million issued by Romulus Finance (the special purpose entity controlled by Aeroporti di Roma), 99.87% of which have been repurchased by Atlantia. These latter derivatives, following the above buyback by the Group, ceased to qualify as cash flow hedges in the consolidated financial statements as at and for the year ended 31 December 2015. The overall balance is up €45,110 thousand, essentially reflecting exchange rate movements consisting of a
fall in the value of sterling against the euro, recognised essentially in response to a matching adjustment of the hedged liabilities;
b) fair value losses (€287,803 thousand) on Interest Rate Swaps (IRSs), classified as cash flow hedges in accordance with IAS 39, 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. The increase of €147,842 thousand primarily reflects the reduction in the interest rates used as at 30 June 2016, compared with those used as at 31 December 2015. As at 30 June 2016, this item includes the balance for new Forward-Starting Interest Rate Swaps (€21,775 thousand), entered into with a number of banks in February 2016 and having a total notional value of €900 million and varying 8-year durations, and subject to a weighted average fixed rate of 0.966%. These derivatives are associated with highly likely future financial liabilities entered into through to 2019 in order to meet funding requirements of the Group companies;
Further details of derivative financial instruments entered into by the Group companies for hedging purposes are contained in note 9.2.
The balance of this item, including the current and non-current portions, is down €104,742 thousand, primarily due to a reduction in accrued expenses payable (€94,518 thousand), essentially following payment of both interest on medium/long-term borrowings and differentials on hedging derivatives, in addition to the Atlantia's partial buyback of its own bonds maturing in 2017, 2019 and 2020.
The composition of short-term financial liabilities is shown below.
| €000 | 30 June 2016 | 31 December 2015 |
|---|---|---|
| Bank overdrafts repayable on demand | 24,423 | 36,654 |
| Short-term borrowings | 245,465 | 245,353 |
| Derivative liabilities (1) | 26,314 | 7,036 |
| Other current financial liabilities | 9,897 | 415 |
| Short-term financial liabilities | 306,099 | 289,458 |
(1) These liabilities primarily include derivative instruments that do not qualify for hedge accounting and that are classified in level 2 of the fair value hierarchy.
The €16,641 thousand increase in this item compared with 31 December 2015 primarily reflects the fair value (€17,973 thousand) of Forward-Starting Interest Rate Swaps entered into by Aeroporti di Roma. These have a total notional value of €300 million, varying durations of 9 and 10 years and a weighted average rate of 1.29%, and are linked to highly likely future financial liabilities that the company is to assume in the next 12 months in order to meet its financing requirements. The balance of current derivative liabilities includes fair value losses (€578 thousand) on certain floor options on interest rates, embedded in certain borrowings and not qualifying for hedge accounting in accordance with IAS 39.
Further details of derivative financial instruments entered into by the Group companies for hedging purposes are contained in note 9.2.
An analysis of the various components of consolidated net debt is shown below with amounts payable to and receivable from related parties, as required by CONSOB Ruling DEM/6064293 of 28 July 2006, in accordance with European Securities and Markets Authority ("ESMA") Recommendation of 10 February 2005, as revised by ESMA on 20 March 2013 (which does not entail the deduction of non-current financial assets from debt).
| € M |
Note | 30 June 2016 |
OF W HIC H R ELA TED PA R TY TR A N SA C TION S |
31 December 2015 |
OF W HIC H R ELA TED PA R TY TR A N SA C TION S |
|---|---|---|---|---|---|
| Cash | -1,388 | -2,251 | |||
| Cash equivalents | -464 | -707 | |||
| Cash and cash equivalents related to discontinued operations | -31 | -39 | |||
| Cash and cash equi val ents (A) |
-1,883 | -2,997 | |||
| assets ( 1 ) (B) Current fi nanci al |
7.4 | -838 | - | -818 | - |
| Bank overdrafts | 25 | 37 | |||
| Current portion of medium/long-term financial liabilities | 725 | 1,649 | |||
| Other financial liabilities | 282 | 253 | |||
| Current fi nanci al assets (C) |
7.15 | 1,032 | 1,939 | ||
| Current net debt (D=A+B+C) | -1,689 | -1,876 | |||
| Bond issues | 10,297 | 10,301 | |||
| Medium/long-term borrowings | 3,241 | 3,256 | |||
| Other non-current financial liabilities | 672 | 487 | |||
| Non-current fi nanci al l i abi l i ti es (E) |
7.15 | 14,210 | 14,044 | ||
| (Net funds) / Net debt as defi ned by ESMA recommendati on (F =D+E) |
12,521 | 12,168 | |||
| Non-current fi nanci al assets (G) |
7.4 | -2,030 | -21 | -1,781 | -16 |
| Net debt (H=F +G) |
10,491 | 10,387 |
(1) Includes financial assets held for sale or related to discontinued operations.
The balance as at 30 June 2016 is broadly in line with 31 December 2015. The following table shows a breakdown of this item.
| €000 | 30 June 2016 | 31 December 2015 |
|---|---|---|
| Accrued expenses of a non-trading nature | 38,894 | 38,791 |
| Liabilities deriving from contractual obligations | 31,124 | 26,933 |
| Amounts payable to grantors | 12,922 | 13,681 |
| Taxation other than income taxes | 7,003 | 2,954 |
| Payable to staff | 6,182 | 13,526 |
| Other payables | 977 | 2,893 |
| Other non-current liabilities | 97,102 | 98,778 |
An analysis of trading liabilities is shown below.
| €000 | 30 June 2016 | 31 December 2015 |
|---|---|---|
| Liabilities deriving from contract work in progress | 2,082 | 3,595 |
| Amounts payable to suppliers | 735,569 | 845,900 |
| Payable to operators of interconnecting motorways | 680,615 | 619,621 |
| Tolls in the process of settlement | 103,966 | 94,110 |
| Accrued expenses, deferred income and other trading liabilities | 36,683 | 18,277 |
| Trade payables | 1,556,833 | 1,577,908 |
| Trading liabilities | 1,558,915 | 1,581,503 |
The €22,588 thousand reduction in this item primarily reflects a reduction in amounts payable to suppliers, totalling €110,331 thousand. This reflects reduced investment in motorway infrastructure operated under concession and is partially offset by a €60,994 thousand increase in amounts payable to the operators of interconnecting motorways, essentially due to increases in the operators' toll revenue and in line with standard payment periods.
The balance as at 30 June 2016 is up €41,173 thousand on the figure for 31 December 2015. The following table shows a breakdown of this item.
| €000 | 30 June 2016 | 31 December 2015 |
|---|---|---|
| Taxation other than income taxes | 129,767 | 94,860 |
| Payable to staff | 86,611 | 61,166 |
| Concession fees payable | 61,342 | 101,849 |
| Social security contributions payable | 56,300 | 38,208 |
| Guarantee deposits from users who pay by direct debit | 47,339 | 47,464 |
| Amounts payable to public entities | 19,792 | 14,629 |
| Amounts payable for expropriations | 15,942 | 16,514 |
| Other payables | 121,882 | 123,112 |
| Other current liabilities | 538,975 | 497,802 |
The most significant changes during the period regard:
This section contains analyses of the most important consolidated income statement items. Negative components of income are indicated with a minus sign in the headings and tables in the notes, whilst amounts for the first half of 2015 are shown in brackets.
As reported in note 5 "Scope of consolidation", it should be noted that the values of the first half of 2016 are positively affected by Società Autostrada Tirrenica (SAT), consolidated as from September 2015. Details of amounts in the consolidated income statement deriving from related party transactions are provided in note 10.5.
Toll revenue of €1,874,966 thousand is up €65,102 thousand (4%) on the figure for the first half of 2015 (€1,809,864 thousand). The increase primarily reflects a combination of the following:
This item refers to aviation revenue generated by Aeroporti di Roma and a number of its subsidiaries. It is up €32,214 thousand compared with the first half of 2015 (€259,684 thousand), primarily reflecting increases in airport fees applied from 1 March 2015 and 1 March 2016 and traffic trends (passengers up 2.8%). An analysis of this item is shown below.
| €000 | H1 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Airport fees | 226,960 | 201,601 | 25,359 |
| Centralised infrastructure | 8,248 | 6,035 | 2,213 |
| Security services | 42,242 | 38,872 | 3,370 |
| Other | 14,448 | 13,176 | 1,272 |
| Aviation revenue | 291,898 | 259,684 | 32,214 |
An analysis of revenue from construction services is shown below.
| €000 | H1 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Revenue from construction services for which additional economic benefits are received | 263,386 | 258,999 | 4,387 |
| Revenue from investments in financial concession rights | 36,645 | 49,371 | -12,726 |
| Revenue from construction services: government grants for services for which no additional economic benefits are received |
332 | 12,943 | -12,611 |
| Revenue from construction services provided by sub-operators | - | 12 | -12 |
| Revenue from construction services | 300,363 | 321,325 | -20,962 |
Revenue from construction services essentially consists of construction services for which additional economic 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. The consideration is based on the operating costs and financial expenses incurred (the latter solely in relation to concession rights for which additional economic benefits are received) and any margins earned on the services provided by the Group's own technical units.
Revenue from construction services performed during the period is down €20,962 thousand on the first half of 2015, reflecting a reduction a reduction in construction services accounted for as an increase in financial assets deriving from concession rights, amounting to €12,726 thousand linked to construction carried out by the Chilean operator, Costanera Norte, and a reduction in construction services for which no additional economic benefits are received, amounting to €12,611 thousand.
In the first half of 2016, the Group carried out additional construction services for which no additional benefits are received, amounting to €162,141 thousand, net of related government grants, for which the Group made use of a portion of the specifically allocated "Provisions for construction services required by contract". Uses of these provisions are classified as a reduction in operating costs for the period, as explained in note 8.11.
Details of total investment in assets held under concession during the year are provided in note 7.2, above.
Contract revenue of €35,817 thousand is down €16,545 thousand on the first half of 2015 (€52,362 thousand), primarily due to a reduction in work carried out by Pavimental for external customers.
An analysis of other operating income is provided below.
| €000 | H1 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Revenue from sub-concessions | 169,485 | 170,483 | -998 |
| Revenue from Telepass and Viacard fees | 68,607 | 65,744 | 2,863 |
| Maintenance revenue | 19,077 | 19,970 | -893 |
| Other revenue from motorway operation | 18,988 | 18,149 | 839 |
| Damages and compensation | 15,406 | 15,883 | -477 |
| Revenue from products related to the airport business | 13,040 | 13,229 | -189 |
| Refunds | 10,923 | 11,746 | -823 |
| Revenue from the sale of technology devices and services |
9,800 | 11,230 | -1,430 |
| Advertising revenue | 1,855 | 2,486 | -631 |
| Other income | 36,011 | 44,331 | -8,320 |
| Other operating income | 363,192 | 373,251 | -10,059 |
Other operating income of €363,192 thousand is down €10,059 thousand on the first half of 2015 (€373,251 thousand), due essentially to a reduction in work carried out for external customers by Autostrade Tech.
This item, which consists of purchases of materials and the change in inventories of raw and consumable materials, is down €52,113 thousand on the first half of 2015. A breakdown of the balance is shown below.
| €000 | H1 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Construction materials | -74,940 | -106,656 | 31,716 |
| Electrical and electronic materials | -8,102 | -16,266 | 8,164 |
| Lubricants and fuel | -6,968 | -20,410 | 13,442 |
| Other raw and consumable materials | -38,786 | -31,022 | -7,764 |
| Cost of materials | -128,796 | -174,354 | 45,558 |
| Change in inventories of raw, ancillary and consumable materials and goods for resale |
3,067 | -2,914 | 5,981 |
| Capitalised cost of raw materials | 691 | 117 | 574 |
| Raw and consumable materials | -125,038 | -177,151 | 52,113 |
The reduction primarily reflects a decrease in maintenance and construction work carried out by Pavimental for both Group companies and external customers.
An analysis of service costs is provided below.
| €000 | H1 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Construction and similar | -410,752 | -510,602 | 99,850 |
| Professional services | -63,696 | -51,257 | -12,439 |
| Transport and similar | -26,611 | -30,676 | 4,065 |
| Utilities | -25,380 | -24,369 | -1,011 |
| Insurance | -15,720 | -12,525 | -3,195 |
| Statutory Auditors' fees | -782 | -761 | -21 |
| Other services | -98,837 | -91,429 | -7,408 |
| Gross service costs | -641,778 | -721,619 | 79,841 |
| Capitalised service costs for assets other than concession assets | 1,797 | 1,319 | 478 |
| Service costs | -639,981 | -720,300 | 80,319 |
Service costs in the first half of 2016 are down €80,319 thousand on the same period of 2015. This essentially reflects a combination of the following:
An analysis of staff costs is shown below.
| €000 | H1 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Wages and salaries | -316,202 | -303,643 | -12,559 |
| Social security contributions | -91,158 | -87,955 | -3,203 |
| Payments to supplementary pension funds, INPS and post-employment benefits | -17,651 | -16,227 | -1,424 |
| Directors' remuneration | -3,098 | -2,971 | -127 |
| Other staff costs | -24,448 | -22,472 | -1,976 |
| Gross staff costs | -452,557 | -433,268 | -19,289 |
| Capitalised staff costs for assets other than concession assets | 2,280 | 1,346 | 934 |
| Staff costs | -450,277 | -431,922 | -18,355 |
Gross staff costs of €452,557 thousand are up €19,289 thousand (5%) compared with the first half of 2015 (€433,268 thousand). The increase essentially reflects:
a) an increase of 519 in the average workforce excluding agency staff (up 3.5%), primarily attributable to the Aeroporti di Roma group as a result of heightened anti-terrorism measures, initiatives designed to improve the quality of passenger assistance, staff hired in relation to implementation of the development plan and the adoption of particular operating procedures in response to continuing restrictions on capacity following the fire in 2015. The increase also reflects the decision to insource airport cleaning
services and the motorway maintenance carried out by the Brazilian operators, as well as Autostrada Tirrenica's contribution for the first half of 2016;
b) an increase in the average unit cost (up 1.8%), primarily due to the cost of contract renewals at the Group's Italian companies, partially offset by the reduced cost of incentive plans for management.
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 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Senior managers | 248 | 240 | 8 |
| Middle managers and administrative staff |
7,644 | 7,334 | 310 |
| Toll collectors | 3,160 | 3,169 | -9 |
| Manual workers | 3,752 | 3,542 | 210 |
| Total | 14,804 | 14,285 | 519 |
An analysis of other operating costs is shown below.
| €000 | H1 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Concession fees | -233,078 | -223,250 | -9,828 |
| Lease expense | -8,164 | -8,551 | 387 |
| Grants and donations | -11,476 | -9,055 | -2,421 |
| Direct and indirect taxes | -10,640 | -12,623 | 1,983 |
| Other | -13,362 | -18,002 | 4,640 |
| Other costs | -35,478 | -39,680 | 4,202 |
| Other operating costs | -276,720 | -271,481 | -5,239 |
Other operating costs of €276,720 thousand are up €5,239 thousand compared with the comparative period, primarily due to an increase in concession fees as a result of the traffic growth registered in the first half of 2016.
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 balance of this item for the first half of 2016, totalling €108,715 thousand, essentially reflects the present value of provisions for the repair and replacement of the Group's infrastructure, following a significant decline in the related interest rates used as at 30 June 2016, compared with those used as at 31 December 2015. In the same period of 2015, the positive balance of this item, totalling €77,010 thousand, reflected an opposite movement in the related interest rates.
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 in the first half of 2016, less accrued government grants (recognised in revenue from construction services, as explained in note 8.3). The item represents the indirect adjustment to construction costs classified by nature and incurred by the Group's operators, above all Autostrade per l'Italia, whose concesssion arrangements provide for such obligations. The reduction of €90,337 thousand compared with the first half of 2015 substantially reflects the reduced amount of works carried lout following completion of the upgrade of the motorway infrastructure operated by Autostrade per l'Italia between Bologna and Florence, leading to the opening to traffic of the Variante di Valico in December 2015.
Further information on construction services and capital expenditure in the first half of 2016 is provided in notes 7.2 and 8.3.
The balance for the first half of 2016 essentially consists of the impairment of trade receivables arising in past years, reflecting the risk of partial non-collection. The figure for the comparative period, amounting to €7,122 thousand, included the impairment (€5,776 thousand) of short-term financial assets deriving from concession rights, in keeping with a revised estimate of the value of the takeover right due to Autostrade Meridionali under the relevant concession arrangement. This company continues to operate the section of motorway under an extension of its concession term.
-€250,947 thousand (-€441,154 thousand)
Financial income €195,394 thousand (€175,311 thousand) Financial expenses -€451,184 thousand (-€627,064 thousand) Foreign exchange gains/(losses) €4,843 thousand (€10,599 thousand)
An analysis of financial income and expenses is shown below.
| €000 | H1 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Financial income accounted for as an increase in financial assets deriving from concession rights and government grants |
31,919 | 31,976 | -57 |
| Dividends received from investees | 7,830 | 569 | 7,261 |
| Income from derivative financial instruments | 50,302 | 63,464 | -13,162 |
| Financial income accounted for as an increase in financial assets | 32,485 | 30,459 | 2,026 |
| Interest and fees receivable on bank and post office deposits | 16,544 | 16,056 | 488 |
| Recovery of Lusoponte carrying amount | 24,514 | - | 24,514 |
| Other | 31,800 | 32,787 | -987 |
| Other financial income | 155,645 | 142,766 | 12,879 |
| Total financial income (a) | 195,394 | 175,311 | 20,083 |
| Financial expenses from discounting of provisions for construction services required by contract and other provisions |
-31,605 | -28,431 | -3,174 |
| Interest on bonds | -241,563 | -245,390 | 3,827 |
| Losses on derivative financial instruments | -68,952 | -68,785 | -167 |
| Interest on medium/long-term borrowings | -54,506 | -58,597 | 4,091 |
| Interest expense accounted for as an increase in financial liabilities | -10,877 | -17,292 | 6,415 |
| Impairment losses on investments carried at cost or fair value and non-current financial assets | -3,338 | -68 | -3,270 |
| Interest and fees payable on bank and post office deposits | -741 | -1,726 | 985 |
| Other | -39,602 | -206,775 | 167,173 |
| of which non-recurring - |
-183,376 | 183,376 | |
| Other financial expenses | -419,579 | -598,633 | 179,054 |
| Total financial expenses (b) | -451,184 | -627,064 | 175,880 |
| Foreign exchange gains/(losses) (c) | 4,843 | 10,599 | -5,756 |
| Financial income/(expenses) (a+b+c) | -250,947 | -441,154 | 190,207 |
(*) Details of non-recurring financial transactions are provided in note 8.18.
Net other financial expenses of €263,934 thousand are down €191,933 thousand on the first half of 2015 (€455,867 thousand), essentially reflecting:
"Financial income recognised as an increase in financial assets deriving from concession rights and government grants" amounts to €31,919 thousand and essentially includes the impact of discounting financial assets driving from guaranteed minimum revenue, totalling €21,965 thousand, attributable to the Chilean companies, and the impact of discounting financial assets deriving from government grants for motorway maintenance, totalling €3,373 thousand, attributable to Los Lagos.
The "Share of (profit)/loss of investees accounted for using the equity method" amounts to a loss of €8,323 thousand, essentially attributable to the share of the losses reported by associates and joint ventures.
A comparison of the tax charges for the two comparative periods is shown below.
| €000 | H1 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|
| IRES | -157,497 | -125,262 | -32,235 |
| IRAP | -39,459 | -36,666 | -2,793 |
| Income taxes attributable to foreign operations | -31,832 | -34,132 | 2,300 |
| Current tax benefit of tax loss carry-forwards | 625 | - | 625 |
| Current tax expense | -228,163 | -196,060 | -32,103 |
| Recovery of previous years' income taxes | 850 | 1,750 | -900 |
| Previous years' income taxes | -952 | 1,847 | -2,799 |
| Differences on current tax expense for previous years | -102 | 3,597 | -3,699 |
| Provisions | 88,412 | 73,970 | 14,442 |
| Releases | -135,581 | -132,447 | -3,134 |
| Changes in prior year estimates | -6,376 | 1,514 | -7,890 |
| Deferred tax income | -53,545 | -56,963 | 3,418 |
| Provisions | -13,033 | -19,365 | 6,332 |
| Releases | 48,614 | 55,118 | -6,504 |
| Changes in prior year estimates | -203 | -2,435 | 2,232 |
| Deferred tax expense | 35,378 | 33,318 | 2,060 |
| Deferred tax income and deferred tax expense | -18,167 | -23,645 | 5,478 |
| Income tax (expense)/benefit | -246,432 | -216,108 | -30,324 |
Income tax expense amounts to €246,432 thousand, up €30,324 thousand on the first half of 2015 (€216,108 thousand). The increase in tax expense is in keeping with the variation in pre-tax profit from continuing operations. The tax rate is broadly in line across the two comparative periods.
An analysis of the net profit from discontinued operations for the two comparative periods is shown below.
| €000 | H1 2016 | H1 2015 | INCREASE/ (DECREASE) |
|---|---|---|---|
| Operating costs | - | -5,202 | 5,202 |
| Financial income | - | 10,729 | -10,729 |
| Financial expenses | - | -11,541 | 11,541 |
| Tax benefit/(expense) | - | 13,291 | -13,291 |
| Contribution to net profit of discontinued operations | - | 7,277 | -7,277 |
| Profit/(Loss) from discontinued operations | - | 7,277 | -7,277 |
The profit for the first half of 2015 is primarily attributable to Ecomouv.
The following table shows the calculation of basic and diluted earnings per share for the two comparative periods.
| H1 2016 | H1 2015 | |
|---|---|---|
| Weighted average of shares outstanding | 825,783,990 | 825,783,990 |
| Weighted average of treasury shares in portfolio | -2,341,436 | -6,511,785 |
| Weighted average of shares outstanding for the calculation of basic earnings per share |
823,442,554 | 819,272,205 |
| Weighted average of diluted shares held under share-based incentive plans | 1,206,562 | 1,430,221 |
| Weighted average of all shares outstanding for the calculation of diluted earnings per share |
824,649,116 | 820,702,427 |
| Profit for the period attributable to owners of the parent (€000) | 413,230 | 377,538 |
| Basic earnings per share (€) | 0.50 | 0.46 |
| Diluted earnings per share (€) | 0.50 | 0.46 |
| Profit from continuing operations attributable to owners of the parent (€000) | 413,230 | 372,274 |
| Basic earnings per share from continuing operations (€) | 0.50 | 0.45 |
| Diluted earnings per share from continuing operations (€) | 0.50 | 0.45 |
| Profit from discontinued operations attributable to owners of the parent (€000) | - | 5,264 |
| Basic earnings/(losses) per share from discontinued operations (€) | - | 0.01 |
| Diluted earnings/(losses) per share from discontinued operations (€) | - | 0.01 |
No atypical or unusual transactions, having a material impact on the Group's consolidated income statement, were entered into during the first half of 2016, either with third or related parties. A number of non-recurring financial transactions with a material impact on the consolidated income statement were, however, concluded in the first half of 2015:
As a result of the above financial transactions in the first half of 2015, the Group recognised financial expenses of €183,376 thousand, before the related taxation of €53,782 thousand. This results in a net impact on the result for the year of €129,594 thousand.
There were no material non-recurring events in the first half of 2016. The first half of 2015, however, witnessed a fire in Terminal 3 at Fiumicino airport, as described in note 8.19 to the Atlantia Group's consolidated financial statements as at and for the year ended 31 December 2015. During the first half of 2016, the insurance assessors continued work on quantifying the costs incurred by the Group as a result of this incident. However, the results of this activity have so far not provided sufficient evidence to enable the Group to update its estimates of the insurance proceeds receivable, as reported in the consolidated financial statements as at and for the year ended 31 December 2015.
Consolidated cash flow in the first half of 2016, compared with the first half of 2015, is analysed below. The consolidated statement of cash flows is included in the "Consolidated financial statements". Cash flows during the first half of 2016 resulted in a decrease of €1,101,515 thousand in cash and cash equivalents, versus a net cash outflow of €697,332 thousand in the first half of 2015.
Operating activities generated cash flows of €964,880 thousand in the first half of 2016, down €55,109 thousand on the figure for the first half of 2015 (€1,019,989 thousand). The reduction reflects a combination of the following:
Cash used in investing activities, totalling €627,854 thousand, is up €235,641 thousand on the figure for the first half of 2015 (€392,213 thousand) and essentially relates to the different contribution from current and non-current financial assets not held for trading, primarily linked to the French government's recognition of compensation for early termination of the partnership agreement covering the EcoTaxe project, which took place in the first half of 2015.
In the first half of 2016, net cash used in financing activities amounts to €1,459,638 thousand (€1,318,830 thousand in the first half of 2015). This reflects a combination of the following:
The following table shows net cash flows generated from discontinued operations, including the contributions of the French companies 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 2016 H1 2015
| Net cash generated from/(used in) operating activities | -1 | 108 |
|---|---|---|
| Net cash generated from/(used in) investing activities | - | 247 |
| Net cash generated from/(used in) financing activities | -7 | -278 |
In the normal course of business, the Atlantia Group is exposed to:
The Atlantia Group's financial risk management strategy is derived from and consistent with the business goals set by the Atlantia Board of Directors, as contained in the various long-term plans prepared each year.
The adopted strategy for each type of risk aims, wherever possible, to eliminate interest rate and currency risks and minimise borrowing costs, whilst taking account of stakeholders' interests, as defined in the Financial Policy as approved by Atlantia's Board of Directors.
Management of these risks is based on prudence and best market practice.
The main objectives set out in this policy are as follows:
The Group's hedges outstanding as at 30 June 2016 are classified, in accordance with IAS 39, either as cash flow or fair value hedges, depending on the type of risk hedged.
As at 30 June 2016, the Group has entered into transactions that do not qualify for hedge accounting, including derivatives embedded in a number of medium/long-term and short-term loans granted to Autostrade per l'Italia, Autostrade Meridionali and Pavimental. These derivatives have a total notional value of €463,979 thousand and fair value losses of €4,040 thousand have been recognised. Further details are provided above in note 7.15 "Financial liabilities".
The fair value of these derivative instruments is determined by discounting expected cash flows, using the market yield curve at the measurement date and credit default swap curve listed for both the counterparty and Group companies, so as to include the non-performance risk explicitly referred to in IFRS 13. Amounts in foreign currencies other than the euro are translated at closing exchange rates communicated by the European Central Bank.
The residual average term to maturity of the Group's debt as at 30 June 2016 is approximately 6 years and 5 months. The average cost of medium to long-term debt for the first six months of 2016 was 4.5% (3.8% for the companies operating in Italy, 7.2% for the Chilean companies and 15.8% for the Brazilian companies). Monitoring is, moreover, intended to assess, on a continuing basis, counterparty creditworthiness and the degree of risk concentration.
This risk is linked to uncertainty regarding the performance of interest rates, and takes two forms:
As a result of cash flow hedges, 91% of interest bearing debt is fixed rate.
Currency risk can result in the following types of exposure:
The Group's prime objective of currency risk is to minimise transaction exposure through the assumption of liabilities in currencies other than the presentation currency. Cross currency swaps (CCIRS) with notional amounts and maturities matching those of the underlying financial liabilities have been entered into specifically to eliminate the currency risk to which the sterling and yen-denominated bonds issued by Atlantia are exposed. These swaps also qualify as cash flow hedges and tests have shown that they are fully effective.
Following Atlantia's buyback of 99.87% of the sterling-denominated notes, amounting to £215 million, issued by Romulus Finance (the special purpose entity controlled by Aeroporti di Roma), 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, ceased to qualify for hedge accounting in the consolidated financial statements.
18% of the Group's debt is denominated in currencies other than the euro. Taking account of foreign exchange hedges and the proportion of debt denominated in the local currency of the country in which the relevant Group company operates (around 10%), the Group is effectively not exposed to currency risk on translation.
The following table summarises outstanding derivative financial instruments as at 30 June 2016 (compared with 31 December 2015) and shows the corresponding market and notional values of the hedged financial asset or liability.
| €000 | 30 June 2016 | 31 December 2015 | |||
|---|---|---|---|---|---|
| TYPE | PURPOSE OF HEDGE | FAIR VALUE ASSET/(LIABILITY) |
NOTIONAL AMOUNT | FAIR VALUE ASSET/(LIABILITY) |
NOTIONAL AMOUNT |
| Cash flow hedges (1) | |||||
| Cross Currency Swaps Interest Rate Swaps |
Currency and interest rate risk Interest rate risk |
-226,040 -312,812 |
899,176 4,106,395 |
-209,018 -146,997 |
899,176 3,132,107 |
| Total cash flow hedges | -538,852 | 5,005,571 | -356,015 | 4,031,283 | |
| Fair value hedges (1) IPCA x CDI Swaps Derivatives not accounted for as hedges |
Interest rate risk | -9,866 | 186,115 | -12,461 | 154,954 |
| Cross Currency Swaps (2) | Currency and interest rate risk | -101,137 | 611,701 | -99,045 | 611,701 |
| FX Forwards | Currency risk | -727 (3) | 34,412 | 36 | 35,914 |
| Derivatives embedded in loans | Interest rate risk | -4,040 | 463,979 | - | - |
| Total derivatives not accounted for as hedges |
-105,904 | 1,110,092 | -99,009 | 647,616 | |
| TOTAL | -654,622 | 6,301,778 | -467,485 | 4,833,853 | |
| fair value (asset) fair value (liability) |
26,558 -681,180 |
598 -468,083 |
(1) The fair value of cash flow hedges excludes accruals at the measurement date.
(2) As at 30 June 2016, this includes the fair value of derivatives entered into by Aeroporti di Roma to hedge currency risk associated with the Class A4 notes issued by Romulus Finance in pounds sterling, which no longer qualify for hedge accounting as at 30 June 2016, following Atlantia's repurchase of 99.87% of the notes in 2015.
(3) The fair value of these derivatives is classified in short-term financial assets and liabilities.
Sensitivity analysis describes the impact that the interest rate and foreign exchange movements to which the Group is exposed would have had on the consolidated income statement for the first half of 2016 and on equity as at 30 June 2016. The interest rate sensitivity analysis is based on the exposure of derivative and nonderivative 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:
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 2016, project debt allocated to specific overseas companies amounts to €1,672 million. At the same date the Group has cash reserves of €4,581 million, consisting of:
Details of drawn and undrawn committed lines of credit are shown below.
| €M | 30 June 2016 | |||||
|---|---|---|---|---|---|---|
| BORROWER | LINE OF CREDIT | DRAWDOWN | PERIOD EXPIRES FINAL MATURITY AVAILABLE | DRAWN | UNDRAWN | |
| Autostrade per l'Italia | Medium/long-term committed EIB line 2013 "Environment and Motorw ay Safety" |
31 Dec 2017 | 15 Sept 2037 | 200 | - | 200 |
| Autostrade per l'Italia | Medium/long-term committed EIB line 2010 "Upgrade A14 B" | 31 Dec 2017 | 31 Dec 2036 | 300 | 100 | 200 |
| Autostrade per l'Italia | Medium/long-term committed EIB line 2013 "Florence Bologna IV B" | 31 Dec 2017 | 15 Sept 2038 | 250 | 150 | 100 |
| Autostrade per l'Italia | Medium/long-term committed CDP/SACE line | 23 Sept 2016 | 23 Dec 2024 | 1,000 | 200 | 800 |
| Autostrade per l'Italia | Medium/long-term committed CDP A1 2012 line | 21 Nov 2020 | 20 Dec 2021 | 700 | 200 | 500 |
| Autostrade Meridionali | Short-term loan from Banco di Napoli | 31 Dec 2016 | 31 Dec 2016 | 300 | 245 | 55 |
| Pavimental | Buyer's Credit Euler Hermes loan | 31 Aug 2017 | 30 Sept 2025 | 50 | 19 | 31 |
| Aeroporti di Roma | Committed Revolving Facility | 16 Nov 2018 | 16 Dec 2018 | 250 | - | 250 |
| Lines of credit | 3,050 | 914 | 2,136 |
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. Moreover, there are no margin agreements providing for the exchange of cash collateral if a certain fair value threshold is exceeded.
Provisions for impairment losses on individually material items, on the other hand, are established when there is objective evidence that the Group will not be able to collect all or any of the amount due. The amount of the provisions takes account of estimated future cash flows and the date of collection, any future recovery costs and expenses, and the value of any security and guarantee deposits received from customers. General provisions,
based on the available historical and statistical data, are established for items for which specific provisions have not been made. Details of the allowance for bad debts for trade receivables are provided in note 7.7, "Trading assets".
The Atlantia Group's operating segments are identified based on the information provided to and analysed by Atlantia's Board of Directors, which represents the Group's chief operating decision maker, taking decisions regarding the allocation of resources and assessing performance. In particular, the Board of Directors assesses the performance of the business in terms of geographical area and business segment.
The composition of the Atlantia Group's operating segments is as follows:
Other than those identified and presented in the following tables, there are no other operating segments that meet the quantitative thresholds provided for by IFRS 8.
The column "Consolidation adjustments" includes consolidation adjustments and intersegment eliminations. The "Unallocated items" include income and cost components that have not been allocated to the individual segments. These regard: revenue from construction services recognised in accordance with IFRIC 12 by the Group's operators, depreciation, amortisation, impairment losses and reversals of impairment losses, provisions and other adjustments, financial income and expenses and income tax expense. In relation to the information used to assess the performances of its operating segments, the Group reports EBITDA, an alternative performance indicator deemed to be an appropriate means of assessing the results of the Atlantia Group and its operating segments.
A summary of the key performance indicators for each segment, identified in accordance with the requirements of IFRS 8, is shown below.
| H1 2016 | |||||||
|---|---|---|---|---|---|---|---|
| € M |
ITALIAN MOTORWAYS | OVERSEAS MOTORWAYS | AITALIAN AIRPORTS |
ATLANTIA AND OTHER ACTIVITIES |
CONSOLIDATION ADJUSTMENTS |
UNALLOCATED ITEMS |
TOTAL CONSOLIDATED AMOUNTS |
| External revenue | 1,844 | 255 | 399 | 68 | - | - | 2,566 |
| Intersegment revenue (a) | 6 | - | - | 206 | -212 | - | - |
| Total operating revenue (b) | 1,850 | 255 | 399 | 274 | -212 | - | 2,566 |
| EBITDA (c) | 1,156 | 188 | 230 | 4 | - | - | 1,578 |
| Amortisation, depreciation, impairment losses | |||||||
| and reversals of impairment losses | -454 | -454 | |||||
| Provisions and other adjustments | -159 | -159 | |||||
| EBIT (d) | 965 | ||||||
| Financial income/(expenses) | -254 | -254 | |||||
| Profit/(Loss) before tax from continuing operations |
711 | ||||||
| Income tax (expense)/benefit | -246 | -246 | |||||
| Profit/(Loss) from continuing operations | 465 | ||||||
| Profit/(Loss) from discontinued operations | - | - | |||||
| Profit for the period | 465 | ||||||
| Operating cash flow (e) | 759 | 164 | 169 | 3 | - | - | 1,095 |
| Capital expenditure (f) | 311 | 7 2 |
172 | 1 6 |
- 5 |
- | 566 |
| Profit/(Loss) from discontinued operations | - | ||||||
|---|---|---|---|---|---|---|---|
| Profit for the period | 465 | ||||||
| Operating cash flow (e) | 759 | 164 | 169 | 3 | - | - | 1,095 |
| H1 2015 | |||||||
| € M |
ITALIAN MOTORWAYS | OVERSEAS MOTORWAYS | AITALIAN AIRPORTS |
ATLANTIA AND OTHER ACTIVITIES |
CONSOLIDATION ADJUSTMENTS |
UNALLOCATED ITEMS |
TOTAL CONSOLIDATED AMOUNTS |
| External revenue | 1,755 | 280 | 370 | 90 | - | - | 2,495 |
| Intersegment revenue (a) | 6 | - | 1 | 270 | -277 | - | |
| Total operating revenue (b) | 1,761 | 280 | 371 | 360 | -277 | - | 2,495 |
| EBITDA (c) | 1,075 | 210 | 212 | 2 1 |
- | - | 1,518 |
| Amortisation, depreciation, impairment losses | |||||||
| and reversals of impairment losses | -452 | -452 | |||||
| Provisions and other adjustments | 9 | ||||||
| EBIT (d) | 1,075 | ||||||
| Financial income/(expenses) | -439 | -439 | |||||
| Profit/(Loss) before tax from continuing operations |
636 | ||||||
| Income tax (expense)/benefit | -216 | -216 | |||||
| Profit/(Loss) from continuing operations | 420 | ||||||
| Profit/(Loss) from discontinued operations | 7 | 7 | |||||
| Profit for the period | 427 | ||||||
| Operating cash flow (e) | 663 | 176 | 156 | -40 | - | - | 955 |
| Capital expenditure (f) | 445 | 8 8 |
114 | 1 2 |
- | - | 659 |
The following should be noted with regard to the operating segment information presented in the above tables:
(losses)/gains on sale of assets +/- other non-cash items +/- deferred tax assets/liabilities recognised in the income statement;
f) capital expenditure refers to the total amount invested in development of the Group's businesses, calculated as the sum of cash used in investment in property, plant and equipment, in assets held under concession and in other intangible assets, excluding investment linked to transactions involving investees.
The indicators shown in the above tables (EBITDA, EBIT and operating cash flow) are not measures of performance defined by the IFRS adopted by the European Union and have not, therefore, been audited. Finally, it should be noted that in the first half of 2016 and the first half of 2015, the Group did not earn revenue from any specific customer in excess of 10% of the Group's total revenue for the year.
The following table shows the contribution of each geographical segment to the Group's revenue and noncurrent assets.
| REVENUE | NON-CURRENT ASSETS (*) | |||
|---|---|---|---|---|
| €M | H1 2016 | H1 2015 | 30 June 2016 | 31 December 2015 |
| Italy | 2,505 | 2,401 | 22,056 | 22,109 |
| Poland | 34 | 32 | 192 | 207 |
| Romania | 5 | 2 | - | - |
| France | 1 | 17 | - | - |
| Portugal | - | - | 40 | 15 |
| Sub-total Europe | 2,545 | 2,452 | 22,288 | 22,331 |
| Brazil | 141 | 170 | 1,208 | 1,022 |
| Chile | 148 | 161 | 1,862 | 1,799 |
| USA | 32 | 33 | 31 | 28 |
| India | - | - | 7 | 7 |
| Total | 2,866 | 2,816 | 25,396 | 25,187 |
(*) In accordance with IFRS 8, non-current assets do not include non-current financial assets or deferred tax assets.
The following list shows the principal consolidated companies with non-controlling interests as at 30 June 2016 and 31 December 2015. A complete list of the Group's investments as at 30 June 2016 is provided in Annex 1, "The Atlantia Group's scope of consolidation and investments".
| 30 June 2016 | 31 December 2015 | ||||
|---|---|---|---|---|---|
| NON-CONTROLLING INTERESTS IN CONSOLIDATED COMPANIES | COUNTRY | GROUP INTEREST |
NON CONTROLLING INTERESTS |
GROUP INTEREST |
NON CONTROLLING INTERESTS |
| Italian motorways | |||||
| Autostrade Meridionali SpA | Italy | 58.98% | 41.02% | 58.98% | 41.02% |
| Società Italiana per Azioni per il Traforo del Monte Bianco SpA | Italy | 51.00% | 49.00% | 51.00% | 49.00% |
| Raccordo Autostradale Valle d'Aosta SpA | Italy | 24.46% | 75.54% | 24.46% | 75.54% |
| Overseas motorways | |||||
| AB Concessões SA | Brazil | 50.00% | 50.00% | 50.00% | 50.00% |
| Concessionária da Rodovia MG 050 SA | Brazil | 50.00% | 50.00% | 50.00% | 50.00% |
| Rodovia das Colinas SA | Brazil | 50.00% | 50.00% | 50.00% | 50.00% |
| Triangulo do Sol Auto-Estradas SA | Brazil | 50.00% | 50.00% | 50.00% | 50.00% |
| Grupo Costanera SA | Chile | 50.01% | 49.99% | 50.01% | 49.99% |
| Sociedad concesionaria AMB SA | Chile | 50.01% | 49.99% | 50.01% | 49.99% |
| Sociedad concesionaria Costanera Norte SA | Chile | 50.01% | 49.99% | 50.01% | 49.99% |
| Sociedad concesionaria Vespucio Sur SA | Chile | 50.01% | 49.99% | 50.01% | 49.99% |
| Sociedad concesionaria Litoral Central SA | Chile | 50.01% | 49.99% | 50.01% | 49.99% |
| Sociedad Gestion Vial SA | Chile | 50.01% | 49.99% | 50.01% | 49.99% |
| Sociedad Operation y Logistica de Infraestructuras SA | Chile | 50.01% | 49.99% | 50.01% | 49.99% |
| Sociedad concesionaria Autopista Nororiente SA | Chile | 50.01% | 49.99% | 50.01% | 49.99% |
| Sociedad concesionaria Autopista Nueva Vespucio Sur SA | Chile | 50.01% | 49.99% | 50.01% | 49.99% |
| Stalexport Autostrady SA | Poland | 61.20% | 38.80% | 61.20% | 38.80% |
| Stalexport Autostrada Małopolska SA | Poland | 61.20% | 38.80% | 61.20% | 38.80% |
| Stalexport Autoroute SAR.L. | Poland | 61.20% | 38.80% | 61.20% | 38.80% |
| Via4 SA | Poland | 33.66% | 66.34% | 33.66% | 66.34% |
| Italian airports | |||||
| Aeroporti di Roma SpA | Italy | 95.92% | 4.08% | 95.92% | 4.08% |
| Airport Cleaning Srl | Italy | 95.92% | 4.08% | 95.92% | 4.08% |
| AdR Assistence Srl | Italy | 95.92% | 4.08% | 95.92% | 4.08% |
| AdR Mobility Srl | Italy | 95.92% | 4.08% | 95.92% | 4.08% |
| AdR Security Srl | Italy | 95.92% | 4.08% | 95.92% | 4.08% |
| AdR Sviluppo Srl | Italy | 95.92% | 4.08% | 95.92% | 4.08% |
| AdR Tel SpA | Italy | 95.92% | 4.08% | 95.92% | 4.08% |
| Fiumicino Energia Srl | Italy | 87.14% | 12.86% | 87.14% | 12.86% |
| Leonardo Energia - Società consortile arl | Italy | 88.02% | 11.98% | 88.02% | 11.98% |
| Other activities | |||||
| Ecomouv' SAS. | France | 70.00% | 30.00% | 70.00% | 30.00% |
| Electronic Transactions Consultants Co. | USA | 64.46% | 35.54% | 64.46% | 35.54% |
| Infoblu SpA | Italy | 75.00% | 25.00% | 75.00% | 25.00% |
The consolidated companies deemed relevant for the Atlantia Group, in terms of the percentage interests held by non-controlling shareholders for the purposes of the disclosures required by IFRS 12, are the following:
The non-controlling interests in these sub-groups of companies are deemed relevant in relation to their contribution to the Atlantia Group's consolidated accounts. In addition, the non-controlling interest in AB Concessões is held by a sole shareholder (a Bertin group company), whilst the non-controlling interest in Grupo Costanera (49.99%) is held by the Canadian fund, Canada Pension Plan Investment Board. The key financial indicators presented in the following table thus include amounts for the above companies and their respective subsidiaries, extracted, unless otherwise indicated, from the reporting packages prepared by these companies for the purposes of Atlantia's consolidated financial statements, in addition to the accounting effects of acquisitions (fair value adjustments of the net assets acquired).
| € M |
AB CONCESSOES AND DIRECT AND INDIRECT SUBSIDIARIES |
GRUPO COSTANERA AND DIRECT AND INDIRECT SUBSIDIARIES |
AEROPORTI DI ROMA AND DIRECT SUBSIDIARIES |
|||
|---|---|---|---|---|---|---|
| H1 2016 | H1 2015 | H1 2016 | H1 2015 | H1 2016 | H1 2015 | |
| Revenue (1) | 140 | 169 | 131 | 146 | 505 | 425 |
| Profit for the year | 12 | 18 | 69 | 57 | 46 | 10 |
| Profit/(Loss) for the year attributable to non-controlling interests (2 ) |
6 | 9 | 3 5 |
2 9 |
2 | - |
| Net cash generated from operating activities(2) | 25 | 55 | 89 | 85 | 169 | 131 |
| Net cash used in investing activities(2) | -48 | -73 | -67 | -13 | -159 | -111 |
| Net cash generated from/(used in) financing activities(2) | 23 | 34 | -16 | -16 | -142 | -158 |
| Effect of exchange rate movements on cash and cash equivalents (2) |
11 | -8 | 11 | 1 | - | - |
| Increase/(Decrease) in cash and cash equivalents (1 ) |
1 1 |
8 | 1 7 |
5 7 |
-132 | -138 |
| Dividends paid to non-controlling shareholders | - | 10 | - | - | 5 | 5 |
| Dividends paid to non-controlling shareholders | - | 10 | - | - | 5 | 5 |
|---|---|---|---|---|---|---|
| € M |
AB CONCESSOES AND DIRECT AND INDIRECT SUBSIDIARIES |
GRUPO COSTANERA AND DIRECT AND INDIRECT SUBSIDIARIES |
AEROPORTI DI ROMA AND DIRECT SUBSIDIARIES |
|||
| 30 June 2016 31 December 2015 | 30 June 2016 31 December 2015 | 30 June 2016 | 31 December 2015 |
|||
| Non-current assets | 2,263 | 1,911 | 2,989 | 2,922 | 5,109 | 5,084 |
| Current assets | 168 | 126 | 870 | 697 | 455 | 576 |
| Non-current liabilities | 1,163 | 1,013 | 1,658 | 1,686 | 2,103 | 2,177 |
| Current liabilities | 425 | 324 | 426 | 313 | 605 | 527 |
| Net assets | 843 | 700 | 1,775 | 1,620 | 2,856 | 2,956 |
| Net assets attributable to non-controlling interests (1 ) |
419 | 351 | 902 | 823 | 117 | 121 |
Notes
(1) This item includes toll revenue, aviation revenue, revenue from construction services, contract revenue and other operating income.
(2) The amounts shown contribute to the Atlantia Group's consolidated amounts and, therefore, include the impact of any consolidation adjustments.
Romulus Finance ("Romulus"), a securitisation vehicle that qualifies as a structured entity under IFRS 12, concluded an issuer substitution transaction with its parent, Aeroporti di Roma ("ADR") in the first half of 2016. As a result, ADR has replaced Romulus, assuming all the obligations relating to the vehicle's previous debt: namely the A4 tranche of notes dating from 2003 and the related cross currency swaps ("CCSs"). As a result, the intercompany loan agreement between Romulus and Aeroporti di Roma, which had the purpose of providing the vehicle with the funds needed to service its debt to its noteholders and swap counterparties, was terminated, and all the related guarantees cancelled, along with the series of restrictions and obligations that the securitisation had imposed on Aeroporti di Roma since 2003. A sole collateral guarantee governed by English law, granted to tranche A4 noteholders (the Issuer Deed of Charge), remains. This guarantees any future claims on the CCS counterparties. This collateral which, as things stand, is unlikely to be activated given the current negative market value of the CCSs, does not entail any violation of the negative pledge clauses in the Group's loan agreements, bearing in mind the introduction of a cap on its value, amounting to €96.5 million, which is below the minimum threshold for activation of the pledges.
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 are no material changes to report in addition to the information provided in the consolidated financial statements as at and for the year ended 31 December 2015.
As at 30 June 2016, the Group has certain personal guarantees in issue to third parties. These include, listed by importance:
As at 30 June 2016, the shares of certain of the Group's overseas operators (Rodovia das Colinas, Concessionaria da Rodovia MG050, Triangulo do Sol, Sociedad Concesionaria Costanera Norte, Sociedad Concesionaria de Los Lagos, Sociedad Concesionaria Autopista Nororiente, Sociedad Concesionaria Litoral Central, Sociedad Concesionaria Vespucio Sur and Stalexport Autostrada Malopolska) have also been pledged to the respective providers of project financing to the same companies, as have shares in Pune Solapur Expressways, Lusoponte and Bologna & Fiera Parking.
As at 30 June 2016, Group companies have recognised contract reserves quantified by contractors amounting to approximately €1,713 million (€1,630 million as at 31 December 2015).
Based on past experience, only a small percentage of the reserves will actually have to be paid to contractors and, in this case, will be accounted for as an increase in the cost of intangible assets deriving from concession rights.
Reserves have also been recognised in relation to works not connected to investment (work for external parties and maintenance), amounting to approximately €45 million. The estimated future cost is covered by provisions for disputes accounted for in the condensed consolidated interim financial statements.
In implementation of the provisions of art. 2391-bis of the Italian Civil Code and the Regulations adopted by the Commissione Nazionale per le Società e la Borsa (the CONSOB) in Resolution 17221 of 12 March 2010, as amended, on 11 November 2010 Atlantia's Board of Directors - with the prior approval of the Independent
Directors on the Related Party Transactions Committee – approved the new Procedure for Related Party Transactions entered into directly by the Company and/or through subsidiaries.
The Procedure, which is available for inspection on the Company's website at www.atlantia.it, establishes the criteria to be used in identifying related parties, in distinguishing between transactions of greater and lesser significance and in applying the rules governing the above transactions of greater and lesser significance, and in fulfilling the related reporting requirements.
Related party transactions do not include transactions of an atypical or unusual nature, and are conducted on an arm's length basis.
| an arm's length basis. | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| PRINCIPAL TRADING TRANSACTIONS WITH RELATED PARTIES | ||||||||||||||
| Assets | Liabilities | Income | Costs | |||||||||||
| Trading and other assets | Passività commerciali e di altra natura |
Trading and other income |
Trading and other expenses | |||||||||||
| € M |
Trade receivables |
Current tax assets |
Total | Trade payables |
Current tax liabilities |
Other current liabilities |
Other non current liabilities |
Total | Other operating income |
Total | Service costs Staff costs | Other operating costs |
Total | |
| 30 June 2016 | H1 2016 | |||||||||||||
| Sintonia | - | 7.6 | 7.6 | - | 0.4 | - | - | 0.4 | - | - - |
- | - | - | |
| Total parents | - | 7.6 | 7.6 | - | 0.4 | - | - | 0.4 | - | - - |
- | - | - | |
| Biuro Centrum | - | - | - | - | - - |
- | - | - | - 0.3 |
- | - | 0.3 | ||
| Bologna & Fiera Parking | 1.1 | - | 1.1 | - | - - |
- | - | - | - - |
- | - | - | ||
| Total associates | 1.1 | - | 1.1 | - | - | - | - | - | - | - 0.3 |
- | - | 0.3 | |
| Pune Solapur Expressways Private | 0.2 | - | 0.2 | - | - - |
- | - | - | - - |
- | - | - | ||
| Total joint ventures | 0.2 | - | 0.2 | - | - | - | - | - | - | - - |
- | - | - | |
| Autogrill | 39.5 | - | 39.5 | 3.2 | - - |
- | 3.2 | 39.5 | 39.5 | 0.4 | - | 0.1 | 0.5 | |
| Total affiliates | 39.5 | - | 39.5 | 3.2 | - | - | - | 3.2 | 39.5 | 39.5 | 0.4 | - | 0.1 | 0.5 |
| ASTRI pension fund | - | - | - | - | - 5.0 |
- | 5.0 | - | - - |
7.0 | - | 7.0 | ||
| CAPIDI pension fund | - | - | - | - | - 2.8 |
- | 2.8 | - | - - |
2.5 | - | 2.5 | ||
| Total pension funds | - | - | - | - | - | 7.8 | - | 7.8 | - | - - |
9.5 | - | 9.5 | |
| Key management personnel | - | - | - | - | - 10.6 |
3.8 | 14.4 | - | - - |
12.3 | - | 12.3 | ||
| Total key management personnel ( 1) |
- | - | - | - | - | 10.6 | 3.8 | 14.4 | - | - - |
12.3 | - | 12.3 | |
| TOTAL | 40.8 | 7.6 | 48.4 | 3.2 | 0.4 | 18.4 | 3.8 | 25.8 | 39.5 | 39.5 | 0.7 | 21.8 | 0.1 | 22.6 |
| 31 December 2015 | H1 2015 | |||||||||||||
| Sintonia | - | 7.6 | 7.6 | - | - - |
- | - | - | - - |
- | - | - | ||
| Total parents | - | 7.6 | 7.6 | - | - | - | - | - | - | - - |
- | - | - | |
| Società Autostrada Tirrenica | - | - | - | - | - - |
- | - | 0.7 | 0.7 | - | -0.4 | - | -0.4 | |
| Bologna and Fiere Parking | 1.0 | - | 1.0 | - | - - |
- | - | - | - - |
- | - | - | ||
| Other associates | - | - | - | 0.1 | - - |
- | 0.1 | 0.1 | 0.1 | 0.3 | - | - | 0.3 | |
| Total associates | 1.0 | - | 1.0 | 0.1 | - | - | - | 0.1 | 0.8 | 0.8 | 0.3 | -0.4 | - | -0.1 |
| Pune Solapur Expressways Private Total joint ventures |
0.3 0.3 |
- - |
0.3 0.3 |
- - |
- | - - - |
- - |
- - |
- - |
- - - - |
- - |
- - |
- - |
|
| Autogrill | 38.4 | - | 38.4 | 4.0 | - - |
- | 4.0 | 38.3 | 38.3 | 0.5 | - | - | 0.5 | |
| Total affiliates | 38.4 | - | 38.4 | 4.0 | - | - | - | 4.0 | 38.3 | 38.3 | 0.5 | - | - | 0.5 |
| ASTRI pension fund | - | - | - | - | - 4.1 |
- | 4.1 | - | - - |
5.9 | - | 5.9 | ||
| CAPIDI pension fund | - | - | - | - | - 1.1 |
- | 1.1 | - | - - |
1.3 | - | 1.3 | ||
| Total pension funds | - | - | - | - | - | 5.2 | - | 5.2 | - | - - |
7.2 | - | 7.2 | |
| Key management personnel | - | - | - | - | - 12.1 |
- | 12.1 | - | - - |
7.7 | - | 7.7 | ||
| Total key management personnel ( 1) |
- | - | - | - | - | 12.1 | - | 12.1 | - | - - |
7.7 | - | 7.7 | |
| TOTAL | 39.7 | 7.6 | 47.3 | 4.1 | - 17.3 |
- | 21.4 | 39.1 | 39.1 | 0.8 | 14.5 | - | 15.3 | |
(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 condensed consolidated interim financial statements also include contributions of €2.6 million paid on behalf of Directors, Statutory Auditors and other key management personnel during the first half of 2016 and liabilities payable to such individuals as at 30 June 2016, totalling €3.4 million.
| PRINCIPAL FINANCIAL TRANSACTIONS WITH RELATED PARTIES | ||||||||
|---|---|---|---|---|---|---|---|---|
| Assets | Income | Costs | ||||||
| Financial assets | Financial income | Financial expenses | ||||||
| € M |
Other non current financial assets |
Current financial assets deriving from government grants |
Other current financial assets |
Total | Other financial income |
Total | Other financial expenses |
Total |
| 30 June 2016 | H1 2016 | |||||||
| Pedemontana Veneta (in liquidation) | - | - | 0.1 | 0.1 | - | - | - | - |
| Total associates | - | - | 0.1 | 0.1 | - | - | - | - |
| Rodovias do Tietê | 20.5 | - | - | 20.5 | - | - | - | - |
| Total joint ventures | 20.5 | - | - | 20.5 | - | - | - | - |
| Autogrill | - | 0.5 | - | 0.5 | - | - | - | - |
| Total affiliates | - | 0.5 | - | 0.5 | - | - | - | - |
| Gemina Fiduciary Services | - | - | 0.1 | 0.1 | - | - | 0.1 | 0.1 |
| Pavimental Est | - | 0.4 | 0.4 | - | - | - | - | |
| Total other companies | - - - 0.5 |
0.5 | - | - | 0.1 | 0.1 | ||
| TOTAL | 20.5 0.5 0.6 21.6 - |
- | 0.1 | 0.1 | ||||
| 31 December 2015 | H1 2015 | |||||||
| Società Autostrada Tirrenica (1) | - | - | - | - | 4.0 | 4.0 | - | - |
| Pedemontana Veneta (in liquidation) | - - 0.1 0.1 - - - 0.1 0.1 4.0 15.6 - - 15.6 0.8 0.8 |
- | - | - | ||||
| Total associates | 4.0 | - | - | |||||
| Rodovias do Tietê | - | |||||||
| Total joint ventures | 15.6 | - | - | 15.6 | 0.8 | 0.8 | - | - |
| Autogrill | - | 0.5 | - | 0.5 | - | - | - | - |
| Total affiliates | - | 0.5 | - | 0.5 | - | - | - | - |
| Gemina Fiduciary Services | - | - | 0.1 | 0.1 | - | - | - |
(1) The amounts included in the table refer to financial income recognised until the date of first-time consolidation of SAT, following the acquisition of control of this company in September 2015.
Related party transactions do not include transactions of an atypical or unusual nature, and are conducted on an arm's length basis.
Pavimental Est - - 0.3 0.3 - - - - Total other companies - - 0.4 0.4 - - - - TOTAL 15.6 0.5 0.5 16.6 4.8 4.8 - -
The principal transactions entered into by the Group with related parties are described below.
As at 30 June 2016, the Group is owed €7.6 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 2016, the Atlantia Group did not engage in material trading or financial transactions with its direct or indirect parents.
For the purposes of the above CONSOB Resolution, which applies the requirements of IAS 24, the Autogrill group ("Autogrill"), which is under the common control of Edizione Srl, is treated as a related party. With regard to relations between the Atlantia Group's motorway operators and the Autogrill group, it should be noted that, as at 30 June 2016, Autogrill operates 106 food service concessions at service areas along the Group's motorway network and 12 food service concessions and one retail outlet at the airports managed by the Group.
During the first half of 2016, the Atlantia Group earned revenue of approximately €39.5 million on transactions with Autogrill, including €35.1 million in royalties deriving from the management of motorway service areas and food service concessions and retail outlets at airports. Recurring income is generated by contracts entered into over various years, of which a large part was awarded as a result of transparent and nondiscriminatory competitive tenders. As at 30 June 2016, trading assets due from Autogrill amount to €39.5 million.
There were no changes, during the first half of 2016, in the share-based incentive plans already adopted by the Group as at 31 December 2015. 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 2015. The plans are also described in information circulars prepared pursuant to art. 84-bis of CONSOB Regulation 11971/1999, as subsequently amended, and in the Remuneration Report for 2016 prepared pursuant to art. 123 ter of Legislative Decree 58 of 24 February 1998 (the Consolidated Finance Act), and published in the "Remuneration" section of the Company's website at www.atlantia.it.
The following table shows the main aspects of existing incentive plans as at 30 June 2016, including the options and units awarded to directors and employees of the Group at that date and changes during the first half of 2016 (in terms of new awards and the exercise, conversion or lapse of rights). The table also shows the fair value (at the grant date) of each option or unit awarded, as determined by a specially appointed expert, using the Monte Carlo model and other parameters.
| Number of options/units awarded |
Vesting date | Exercise/gran t 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 2016 | |||||||||
| - 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 | 14,692 345,887 |
13 May 2014 14 May 2017 14 June 2015 14 June 2018 |
14.78 9.66 |
(*) 2.21 |
(*) 6.0 |
(*) 1.39% |
(*) 28.0% |
(*) 5.05% |
|
| - 8 November 2013 grant | 1,592,367 | 8 Nov 2016 | 9 Nov 2019 | 16.02 | 2.65 | 6.0 | 0.86% | 29.5% | 5.62% |
| - 13 May 2014 grant | 173,762 N/A (**) |
14 May 2017 | N/A | (**) | (**) | (**) | (**) | (**) | |
| - 15 June 2015 grant | 52,359 | N/A (**) 14 June 2018 | N/A | (**) | (**) | (**) | (**) | (**) | |
| - options exercised | -669,287 | ||||||||
| - options lapsed | -185,729 | ||||||||
| Total 1,617,902 |
|||||||||
| Changes in options in H1 2016 | - | ||||||||
| Options outstanding as at 30 June 2016 | 1,617,902 | ||||||||
| 2011 SHARE GRANT PLAN | |||||||||
| Units outstanding as at 1 January 2016 | |||||||||
| - 13 May 2011 grant - 14 October 2011 grant |
192,376 9,618 |
13 May 2014 14 May 2016 13 May 2014 14 May 2016 |
N/A N/A |
12.9 (*) |
4.0 - 5.0 (*) |
2.45% (*) |
26.3% (*) |
4.09% (*) |
|
| - 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 lapsed | -48,382 | ||||||||
| Total 624,093 |
|||||||||
| Changes in units in H1 2016 | |||||||||
| - units converted into "shares" on 16 May 2016 | -103,197 | ||||||||
| - units converted into "shares" on 16 June 2016 - units lapsed |
-98,582 -8,277 |
||||||||
| Units outstanding as at 30 June 2016 | 414,037 | ||||||||
| MBO SHARE GRANT PLAN | |||||||||
| Units outstanding as at 1 January 2016 | |||||||||
| - 14 May 2012 grant - 14 June 2012 grant |
96,282 4,814 |
14 May 2015 14 May 2015 14 May 2015 14 May 2015 |
N/A N/A |
13.81 (*) |
3.0 (*) |
0.53% (*) |
27.2% (*) |
4.55% (*) |
|
| - 2 May 2013 grant | 41,077 2 May 2016 |
2 May 2016 | N/A | 17.49 | 3.0 | 0.18% | 27.8% | 5.38% | |
| - 8 May 2013 grant | 49,446 8 May 2016 |
8 May 2016 | N/A | 18.42 | 3.0 | 0.20% | 27.8% | 5.38% | |
| - 12 May 2014 grant | 61,627 | 12 May 2017 12 May 2017 | N/A | 25.07 | 3.0 | 0.34% | 28.2% | 5.47% | |
| - units converted into "shares" on 15 May 2015 | -101,096 | ||||||||
| Total 152,150 |
|||||||||
| Changes in units in H1 2016 | |||||||||
| - units converted into "shares" on 3 May 2016 | -41,077 | ||||||||
| - units converted into "shares" on 9 May 2016 Units outstanding as at 30 June 2016 |
-49,446 61,627 |
||||||||
| 2014 PHANTOM SHARE OPTION PLAN Options outstanding as at 1 January 2016 |
|||||||||
| - 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% | |
| - options lapsed | -330,443 | ||||||||
| Total 5,359,577 |
|||||||||
| Changes in options in H1 2016 | |||||||||
| - 10 June 2016 grant | 3,047,045 | 10 June 2019 10 June 2022 N/A (***) | 1.89 | 3.0 - 6.0 | 0.61% | 25.3% | 4.94% | ||
| - options lapsed | -316,659 | ||||||||
| Options outstanding as at 30 June 2016 | 8,089,963 |
(**) 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 this is a cash bonus plan, involving payment of a gross amount in cash, the 2014 Phantom Share Option Plan does not require an exercise price. However, the Terms and Conditions of this specific plan 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 2016.
With regard to the first award cycle, the vesting period for which expired on 13 May 2014, on 16 May 2016 a further tranche of vested units was converted, in accordance with the Plan Terms and Conditions, into Atlantia's ordinary shares. As a result, Plan beneficiaries received 103,197 shares held by the Company as treasury shares. The first award cycle for this Plan has thus expired.
In addition, in accordance with the Plan Terms and Conditions, on 16 June 2016 a portion of the vested units granted to the beneficiaries of the second award cycle (the vesting period for which expired on 14 June 2015) was converted into Atlantia's ordinary shares, with beneficiaries receiving 98,582 shares held by the Company as treasury shares.
As at 30 June 2016, taking into account lapsed units at that date, the remaining units outstanding total 414,037.
On 4 March 2016, Atlantia's Board of Directors, exercising the authority provided for in the Plan Terms and Conditions, awarded the plan beneficiaries a gross amount in cash in place of the additional units to be awarded as a result of the payment of dividends during the vesting period. This amount is computed in such a way as to enable beneficiaries to receive a net amount equal to what they would have received in case they had been awarded a number of Atlantia shares equal to the additional units and sold these shares in the market. In addition, on 2 and 8 May 2016, the vesting period for the 2012 MBO Plan expired, meaning that, in accordance with the Plan Terms and Conditions, all the units awarded had vested and were converted into Atlantia's ordinary shares, with beneficiaries receiving 90,523 shares held by the Company as treasury shares. As at 30 June 2016, the remaining units outstanding total 61,627.
On 10 June 2016, Atlantia's Board of Directors selected the beneficiaries for the third cycle of the plan in question, which, unlike the other plans, is settled entirely in cash.
This resulted in the award of a total of 3,047,045 phantom options with a vesting period that expires on 10 June 2019 and an exercise period, on achievement of the relevant hurdles, from 11 June 2019 to 10 June 2022. The unit fair value of these options as at 30 June 2016 was remeasured, computing a value of €4.41 and €2.29 for the phantom options awarded in 2014 and 2015 under the first and second award cycles.
As at 30 June 2016, taking into account lapsed options at that date, the remaining options outstanding total 8,089,963.
The prices of Atlantia's ordinary shares in the various periods covered by the above plans are shown below: a) price as at 30 June 2016: €22.14;
In accordance with the requirements of IFRS 2, as a result of existing plans, in the first half of 2016, the Group has recognised staff costs of €4,579 thousand, based on the accrued fair value of the options and units awarded at that date, including €1,201 thousand accounted for as an increase in equity reserves. In contrast, the liabilities represented by phantom share options outstanding as at 30 June 2016 have been recognised in other current and non-current liabilities, based on the assumed exercise date.
In addition to the information already provided in the Annual Report for the year ended 31 December 2015, this section provides details of updates or new developments relating to the main disputes outstanding and 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 2016. Current disputes are unlikely to give rise to significant charges for Group companies in addition to the provisions already accounted for in the consolidated statement of financial position as at 30 June 2016.
The decrees issued by the Minister of Infrastructure and Transport and Minister of the Economy and Finance on 31 December 2015 approved the following:
Based on bilateral agreements between Italy and France, Traforo del Monte Bianco has applied an increase of 0.02% from 1 January 2016, in compliance with the relevant Intergovernmental Committee resolution. This was determined on the basis of inflation (the average rate for Italy and France).
On 15 April 2016, Autostrade per l'Italia, the Ministry of Infrastructure and Transport, Emilia-Romagna Regional Authority, the Bologna Metropolitan Authority and the Municipality of Bologna signed an agreement for the upgrade of the existing motorway system/ring road interchange serving the city of Bologna. The agreement governs the various phases of the upgrade of the existing motorways, which will include the widening of the A14 and parallel roads to three lanes, as well as works designed to improve the roads linking with the motorway system/ring road.
With regard to the call for tenders for the new concession for the A3 Naples – Pompei – Salerno motorway and the final decision to disqualify both bidders from the tender process, in addition to the challenge brought by Autostrade Meridionali before Campania Regional Administrative Court on 1 April 2016, on 20 April 2016 the company lodged a further challenge, citing additional grounds. The Regional Administrative Court has scheduled the hearing to discuss the challenges brought by Autostrade Meridionali and the other bidder for 23 November 2016.
Enabling Act 11 of 28 January 2016 regarding tenders and concessions, designed to apply the relevant EU directives and reform the regulations governing public contracts, was published in the Official Gazette of 29 January 2016. Legislative Decree 50 of 18 April 2016, named "Implementation of directives 2014/23/EU, 2014/24/EU and 2014/25/EU on the award of concessions, public tenders and tender procedures for the providers of water, energy, transport and postal services, and reform of the existing legislation regarding the public procurement of works, services and goods", was published in the Official Gazette of 19 April 2016. Art. 177 of the new legislation, for which ANAC (the Autorità Nazionale Anti Corruzione, Italy's National Anti-Corruption Authority) is in the process of issuing interpretation guidelines, with regard to the "award of concessions", has confirmed that public or private entities, not operating in the so-called excluded sectors, and who hold an existing concession at the date of entry into force of the legislation not awarded in the form of project financing or by public tender in accordance with EU law, have an obligation to award 80% of the related contracts for works, services or goods, with a value of over €150 thousand, by public tender. The legislation also establishes that the remaining part (equal to 20%) may, in the case of private entities, be contracted out to direct or indirect subsidiaries or associates.
The new legislation came into force on 22 April 2016. There will be a transitional period to enable operators to comply with the new legislation and this will last for 24 months from the date of entry into force. Annual checks on compliance with the above limit of 80% are to be conducted by the competent authorities and ANAC. Any instances of non-compliance must be rectified within the following year. In the event of repeated failures to comply over a period of two consecutive years, the penalties of 10% of the total value of the works, services or goods that should have been purchased by public tender may be applied.
With regard to the legal challenges, in which Autostrade per l'Italia is a party, brought before Lazio Regional Administrative Court by a number of oil and food service providers, and by individual operators, with the aim of contesting the decree issued by the Ministry of Infrastructure and Transport and the Ministry for Economic Development on 7 August 2015 and the competitive tender procedure for the award of concessions at service areas, the following developments have taken place.
The challenges brought before Lazio Regional Administrative Court by Unione Petrolifera (UP) and a number of oil service providers (Total Erg and Kuwait Petroleum Italia), with the aim of obtaining the cancellation of the above decree of 7 August 2015 and all other related or connected acts relating to approval of the plan to restructure the motorway service area network, have been rejected both in terms of injunctive relief (including by the Council of State, where relevant) and on the merits (the UP judgement of 8 June 2016, the Total Erg judgement of 21 June 2016 and the Kuwait Petroleum Italia judgement of 16 May 2016). In particular, with regard to the action brought by Unione Petrolifera, the Lazio Regional Administrative Court judgement of 8 June 2016 declared the challenge to be inadmissible due to a lack of standing to bring the suit, with regard to both the main action brought by Unione Petrolifera and the cross-appeals brought by trade bodies representing service providers and the action brought by the association of restaurant operators. As regards the challenges brought by the oil service provider, API, against the Ministry of Infrastructure and Transport and the Ministry for Economic Development decree of 7 August 2015 2015 and relating to two specific service areas, the hearing on the merits of the challenge relating to closure of the Angioina East service area has been adjourned until December 2016, whilst Lazio Regional Administrative Court (in a ruling dated 7 June 2016) has acknowledged the plaintiff's withdrawal of the challenge regarding the award of the concession for the provision of oil services at the San Martino East service area.
The challenge brought by Maglione Srl (a Sarni group company), with the aim of contesting the tender process for the award of an Oil Driven concession called by the Advisor, has been ruled inadmissible by the Lazio Regional Administrative Court due to a lack of interest in proceeding (ruling dated 21 June 2016). The challenge brought by the operator at the Cantagallo West service area, contesting initial calls for tenders for the oil service concession at the Cantagallo West service area published by Autostrade per l'Italia and the decree of 7 August 2015, has been ruled inadmissible by the Lazio Regional Administrative Court due to a lack of interest in proceeding (ruling dated 16 May 2016).
The challenges brought before Lazio Regional Administrative Court by TotalErg (fifteen actions) and ENI (five actions), contesting a number of individual awards of oil service concessions, forming part of the first and second tranches, have been adjourned until hearings on the merits to be heard between November 2016 and February 2017.
A further six challenges brought before Lazio Regional Administrative Court by individual oil service providers at specific service areas, by which the providers sought injunctive relief in respect of the above Ministry of Infrastructure and Transport and the Ministry for Economic Development decree of 7 August 2015 2015 and other related or connected acts (e.g. individual competitive tenders or the closure of individual service areas, in implementation of the decree) have been turned down, with entry of the judgements awaited. Dates for the hearings on the merits of the remaining challenges, for which injunctive relief has not been requested, have yet to be fixed.
On 28 July 2013, there was an accident, involving a coach travelling along the Naples-bound carriageway (at km 32+700) of the Acqualonga viaduct on the A16 Naples-Canosa motorway, operated by Autostrade per l'Italia. At the beginning of 2015, all those under investigation, including the Chief Executive Officer, received notice of completion of the preliminary investigation. Including executives, former managers and former employees, twelve of Autostrade per l'Italia's employees are under investigation.
On completion of the investigations, the Public Prosecutors requested the indictment of all the defendants. During the initial preliminary hearings, the court admitted the entry of appearance of approximately a hundred civil parties and ordered the citation of Autostrade per l'Italia and Reale Mutua (the company that insured the coach) as liable in civil law.
At subsequent hearings, the Public Prosecutors and the remaining civil parties concluded their briefs requesting the indictment of all the defendants, whilst the defence attorneys for the defendants and the civil parties requested their acquittal.
At the hearing held on 9 May 2016, the judge committed all the accused for trial before a single judge at the Court of Avellino, with the hearing scheduled for 28 September 2016. To date, approximately 80% of the civil parties whose entry of appearance in the criminal trial has been admitted have received compensation and have, therefore, withdrawn their actions following payment of their claims by Autostrade per l'Italia's insurance provider under the existing general liability policy.
In addition to the criminal proceedings, a number of civil actions have been brought and were recently combined by the Civil Court of Avellino. Following the combination of the various proceedings, judgement is thus pending before the Civil Court of Avellino in relation to: (i) the original action brought by Reale Mutua Assicurazioni, the company that insured the coach, in order to make the maximum claim payable available to the damaged parties, including Autostrade per l'Italia (€6 million), (ii) subsequent claims, submitted as counterclaims or on an individual basis, by a number of damaged parties, including claims against Autostrade per l'Italia. Subject to the permission of the court, Autostrade per l'Italia intends to refer claimants to its insurance provider (Swiss Re International), with a view to being indemnified against any claims should it lose the case.
At the latest hearing on 9 June 2016, the court reserved judgement on the defence briefs submitted by the parties.
On 27 August 2014, a worker employed by Pavimental SpA – the company contracted by Autostrade per l'Italia to carry out work on the A1 – was involved in a fatal accident whilst at work. In response, the Public Prosecutor's Office in Prato has placed a number of Pavimental personnel under criminal investigation for reckless homicide, alleging violation of occupational health and safety regulations. A similar charge has also been brought against, among others, Autostrade per l'Italia's Project Manager. Both Pavimental and Autostrade per l'Italia have received notification that they are under investigation as juridical persons, pursuant to Legislative Decree 231/2001. During the preliminary investigations, the defence counsel requested the appointment of experts to reconstruct the dynamics of the fatal accident. At the end of the related hearing, during which the companies' Organisational, Management and Control Models were examined, the case against the companies was dismissed. The case, which has not progressed any further since notification that the investigation had been completed, will now focus solely on the charges against the natural persons involved.
On 23 May 2014, the Public Prosecutor's Office in Florence issued an order requiring Autostrade per l'Italia to hand over certain documentation, following receipt, on 14 May 2015, of a report from Traffic Police investigators in Florence noting the state of disrepair of the New Jersey barriers on the section of motorway between Barberino and Roncobilaccio. The report alleges negligence on the part of unknown persons, as defined by art. 355, paragraph 2.3 of the penal code (breach of public supply contracts concerning "goods or works designed to protect against danger or accidents to the public").
At the same time, the Prosecutor's Office ordered the seizure of the New Jersey barriers located along the right side of the carriageways between Barberino and Roncobilaccio, on ten viaducts, ordering Autostrade per l'Italia to take steps to ensure safety on the relevant sections of motorway. This seizure was executed on 28 May 2014. In June 2014, Autostrade per l'Italia's IV Section Department handed over the requested documents to the Police. The documentation concerns the maintenance work carried out over the years on the safety barriers installed on the above section of motorway. In October 2014, addresses for service were formally nominated for a former General Manager and an executive of Autostrade per l'Italia, both under investigation in relation to the crime defined in art. 355 of the penal code. In addition, at the end of November 2014, experts appointed by the Public Prosecutor's Office, together with experts appointed by Autostrade per l'Italia, carried out a series of sample tests on the barriers installed on the above motorway section to establish their state of repair. Following the experts' tests, the barriers were released from seizure.
At the date of approval of this document, preliminary investigations are still in progress, given that the Public Prosecutor's Office has yet to take a final decision.
With regard to the writ served on Mr. Alessandro Patanè and the companied linked to him by Autostrade per l'Italia and Autostrade Tech and the appeal filed by Mr. Patanè and the companies linked to him before the Civil Court of Rome, in accordance with art. 700 of the Code of Civil Procedure, against Autostrade per l'Italia and Autostrade Tech, there have been no further developments with respect to the information provided in the Annual Report for 2015. As regards the appeal filed before the Civil Court of Latina, in accordance with art. 700 of the Code of Civil Procedure, 28 April 2016, notification was received of an appeal against the judgement ruling that the court does not have jurisdiction and turning down the appeal. The appellants have requested suspension of the ruling issued by the Court of Latina ordering the payment of legal expenses (€3,000 plus the legal fees of each party) and a declaration that the court does have jurisdiction and can, therefore, rule on the original appeal in accordance with art. 700 of the Code of Civil Procedure. The appellants have also filed the same claims for damages filed as part of their actions before the courts of Rome and Latina, and in the counterclaim filed in relation to the action brought by Autostrade per l'Italia and Autostrade Tech against Mr. Patanè and his associated companies. The hearing, originally scheduled for 16 May 2016, was held on 20 June 2016. After hearing the evidence, the court reserved judgement on the claim.
Proceedings before the Supreme Court - Autostrade per l'Italia versus Craft Srl (Judgement no. 22563/2015)
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". The relevant hearing has been scheduled for 16 September 2016.
A criminal case (initiated in 2007 and relating to events in 2005) pending before the Court of Florence involves two of Autostrade per l'Italia's managers and another 18 people from contractors, who are accused of violating environmental laws relating to the reuse of soil and rocks resulting from excavation work during construction of the Variante di Valico. Between February 2016 and May 2016, all the witnesses and experts called to give evidence by the defence were heard. On conclusion, the court declared the hearing of 19 July 2016 to be the last occasion for the submission of documents, scheduling a further hearing for September 2016 in order to hear voluntary statements from the defendants and begin discussion of the evidence.
Following the motorway accident of 21 September 2013 at km 450 of the A14, operated by Autostrade per l'Italia, in which several people were killed, the Public Prosecutor's Office in Vasto has launched a criminal investigation, initially against persons unknown. On 23 March 2015, the Chief Executive Officer and, later, further two executives of the Company received notice of completion of the investigation, containing a formal notification of charges. The charges relate to negligent cooperation resulting in reckless manslaughter. The Public Prosecutor, following initiatives taken by the defence counsel, has requested that the case be brought to court.
Due to irregularities in the writs of summons sent to the defendants, the preliminary hearing was adjourned until 1 March 2016. At this hearing, in view of the request for an alternative procedure (an "accelerated trial") from the defence counsel representing the owner of the vehicle, the court adjourned the hearing until 17 May 2016. At the end of the last hearing, the court committed all the defendants for trial on 12 October 2016 before a single judge at the Court of Vasto.
On 29 June 2016, the Public Transport Services Regulator for the State of Sao Paulo (ARTESP) authorised the toll increases to be applied, from 1 July 2016, on motorways in the State of Sao Paulo, including those operated by Triangulo do Sol, Colinas and Rodovias do Tietè. The authorised increase is 9.32%, based on the consumer price inflation rate in the period from June 2015 to May 2016, as provided for in the respective concession arrangements. Triangulo do Sol and Colinas also applied toll increases for 2016 in line with consumer price inflation, as this was lower than general price inflation in the period between June 2015 and May 2016 (11.09%). The difference will be compensated for in accordance with the related concession arrangements. Nascentes das Gerais is still awaiting publication of the new tolls. The delay in authorising the toll increase, with respect to the contractually established date of 13 June 2016, will be subject to compensation in accordance with the concession arrangement.
On 13 July 2013, ARTESP launched an investigation with a view to revising the Addenda and Amendments signed and approved by the Regulator and 12 motorway operators in 2006. The changes were designed to extend the concession terms to compensate, among other things, for the expenses incurred as a result of taxes introduced after the concessions were granted. On 24 February 2015, the Public Prosecutor for the State of Sao Paulo provided a non-binding opinion the judge appointed to take charge of the investigation relating to the operator, Colinas. This recommended termination of the proceedings underway, reiterating that legality of the Addenda and Amendments of 2006, which were subject to close examination and endorsed by the relevant Ministry. On 10 March 2015, ARTESP responded to the judge, contesting the Public Prosecutor's opinion and requesting that the investigation continue. On 15 February 2016, the Court of the State of Sao Paulo issued a ruling, granting Rodovias das Colinas the option of submitting a financial assessment to demonstrate its case. The operators concerned, including Colinas and Triangulo do Sol, and industry insiders, including banks, believe that the risk of a negative outcome is remote. This view is backed up by a number of unequivocal legal opinions provided by leading experts in administrative law and regulation.
On 17 April 2016, heavy rainfall hit central Chile, raising the Mapocho river, which runs through the city of Santiago, to an exceptionally high level. A number of works falling within the scope of the Santiago Centro Oriente upgrade programme were, at the time, being carried out in the river bed by the construction company, Sacyr, the contractor selected by Costanera Norte after a public tender, as required under the agreement with the Ministry of Public Works.
Work on the bed of the Mapocho river has required the temporary deviation of the river into a provisional channel built by Sacyr in accordance with statutory requirements and the design approved by the competent departments of the Ministry of Public Works.
The exceptional increase in the volume of water flowing through the Mapocho river on 17 April caused the partial breakage of the provisional channel.
The water from the river then caused flooding in a part of the municipality of Providencia and in the tunnel section of the Costanera Norte motorway.
The contractor, Sacyr, and Costanera Norte immediately intervened, alongside local and national authorities, to channel the water back to the original course of the river and to re-open the flooded urban roads and the Costanera Norte motorway, which was re-opened to traffic during 18 April.
There were no deaths or injuries. An investigation is currently underway to ascertain responsibility and assess the related insurance claims.
Both the contractor, Sacyr, and the operator, Costanera Norte, have insurance cover in place. Sacyr has already requested its insurance provider to assess the damage and any resulting claims.
On 15 December 2015, at the end of the consultation process between airport operators and users initiated by Aeroporti di Roma, the fees for Fiumicino and Ciampino were published on the websites of ENAC and ADR. The new fees will be in effect from 1 March 2016 until 28 February 2017.
The fee increases for 2016 consist of average increases of 10.4% and 6.4% for Fiumicino and Ciampino, respectively.
In keeping with the regulations applicable at the start of the consultation process relating to the next five-year regulatory period, ADR, in a letter dated 17 March 2016, requested the airlines operating from Fiumicino and Ciampino to provide the following information relating to the next five years which, as usual, is considered confidential, above all in respect of other carriers (traffic projections; forecasts relating to the composition and expected use of the fleet; any plans to expand the airline's activities at the airport; any proposals for the differentiation/structure of regulated fees; any unmet needs in relation to the airport and any deficiencies in terms of existing capacity, operations and airport equipment, deemed to have a material impact on the overall functionality of the airport, operational security and the standards and services relating to passengers, baggage, aircraft and cargo).
In December 2014, ADR was notified of five challenges lodged with Lazio Regional Administrative Court, contesting ENAC's decision of 13 October 2014 to limit the number of handlers authorised to provide the services listed in points 3, 4 and 5 (with the exclusion of 5.7) in Annex A to Legislative Decree 18/99 at Fiumicino airport. The challenges were lodged by Assaereo, Aviation Services SpA, Consulta S.r.l, Consulta SpA and IBAR. In December 2014, ADR was also notified of two additional grounds for a challenge lodged by "Fallimento Groundcare Milano Srl". Finally, on 6 February 2015, ALHA Airport filed an extraordinary challenge with the Italian President, requesting cancellation of ENAC's decision.
With two separate rulings dated 17 April 2015, Lazio Regional Administrative Court rejected the requests for injunctive relief brought by IBAR and Assaereo. No dates have so far been set for hearings on the merits of the other challenges filed. At the hearing on the merits of Assaereo's challenge on 16 June 2016, Assaereo's defence counsel requested an adjournment to a later date, potentially 11 October 2016 (the date on which the merits of Consulta's challenge will be discussed).
The judge accepted the request, adjourning the hearing until 11 October 2016 in order to hear both challenges together.
No dates have so far been set for hearings on the merits of the other challenges filed. Selection of 3 handlers authorised to provide the services defined in points 3, 4 and 5 (with the exclusion of 5.7) in Annex A of Legislative Decree 18/1999 at Fiumicino airport
Following publication of a call for tenders in the Official Journal of the European Union on 25 April 2015, with the aim of selecting ground handlers to be authorised to operate at the airport, Consulta S.p.A., Assaereo, IBAR and Aviation Services – who had already challenged ENAC's decision to limit the number of ground handlers to three - filed a legal challenge with Lazio Regional Administrative Court against the call for tenders, citing additional grounds. ATA Italia, instead, filed a new challenge with Lazio Regional Administrative Court and, at the hearing held on 26 June 2015, the Court rejected the request for injunctive relief brought by the plaintiff. At the hearing on the merits on 8 July 2016, ATA's counsel requested an adjournment with a view to subsequently filing a formal withdrawal of its challenge. The hearing was adjourned until October 2016. At the respective hearings of 9 and 17 July 2015, Consulta SpA and IBAR withdrew their requests for injunctive relief. No date has so far been set for the hearing on the merits.
On 16 December 2015, ENAC's Tender Committee, meeting in public session, read the scores assigned to the 5 bidders and the related rankings and, on 23 December 2015, ENAC's General Manager issued a Directive announcing the selection of the following bidders: Aviation Services SpA, Aviapartner Handling SpA and Alitalia SAI SpA.
On 4 March 2016, ENAC announced that, following the checks conducted in accordance with the tender terms and conditions, the selection of Aviation Services SpA, Aviapartner Handling SpA and Alitalia SAI SpA was "effective". From 18 May 2016, the three winning bidders began to operate at the airport in accordance with the limitations imposed.
On 29 December 2015, Consulta, citing additional grounds, challenged the above selection before Lazio Regional Administrative Court, requesting injunctive relief. At the hearing of 21 January 2016, held to consider the request for injunctive relief, the Regional Administrative Court upheld Consulta's request for a postponement, adjourning the case until a later date. The adjournment will give the plaintiff time to prepare further supporting evidence once it has gained access to the documents held by ENAC. At the hearing held on 19 May 2016, Consulta withdrew its request for injunctive relief. On the same date, the Council of State issued an Order formally acknowledging the withdrawal.
In a challenge filed with Lazio Regional Administrative Court on 14 January 2016, WFS Srl has also challenged ENAC's selection of handlers. In response, ADR filed a cross-appeal opposing the challenge and, at the hearing of 4 February 2016, the court rejected WFS's request for injunctive relief and scheduled the hearing on the merits for 14 April 2016.
Subsequently, on 16 May 2016, the Regional Administrative Court admitted further evidence with regard to Aviation Services and adjourned the hearing until 13 October 2016.
ADR published a call for tenders in Volume S/67 of the Official Journal of the European Union on 4 April 2015, with the aim of selecting a provider to operate cargo handling services in a portion of the Cargo Terminal at Fiumicino airport under a sub-concession arrangement.
At the date indicated in the call for tenders, ADR had received three applications to tender.
Following the above publication of the call for tenders, Fiumicino Logistica Europa and BAS Handler filed two separate challenges with Lazio Regional Administrative Court, requesting annulment of the call for tenders and injunctive relief.
At the hearing of 11 June 2015, the Regional Administrative Court rejected both requests for injunctive relief. BAS thus filed a second challenge before Lazio Regional Administrative Court, contesting the new layout of the cargo terminal. In a letter dated 5 October 2015, ADR proceeded to exclude Alha Airport from the procedure and, on 29 December 2015, sent out letters of invitation. The tender process was concluded on 22 March 2016, with the contract being awarded to X-Press.
On 27 April 2016, Alitalia lodged a challenge with Lazio Regional Administrative Court, requesting injunctive relief, with the aim of cancelling the award of the contract to X-Press. At the hearing held on 13 July 2016,
Lazio Regional Administrative Court rejected Alitalia's request for injunctive relief and scheduled a hearing on the merits for 11 January 2017.
At the hearing on the merits of the challenge brought by FLE, held on 16 June 2016, the plaintiff declared that it had decided to withdraw its challenge, partly in response to the final award announced in the intervening period. As a result, on 21 June 2016, the Regional Administrative Court declared the challenge inadmissible due to a lack of interest.
The Services Conference merely has an investigative, and not a decision-making, role, given that it is the responsibility of each municipality involved to approve or reject the Plan.
The first sitting of the Services Conference convened by Lazio Regional Authority was held on 12 January 2016, in order to discuss the Noise Reduction and Abatement Plan for Ciampino airport submitted by ADR. During the sitting, ADR presented its proposed Plan to the authorities' representatives (the Municipality of Ciampino, Lazio Regional Authority, ARPA and ENAC). The Conference asked ADR to include further documentation, giving the company 90 days to comply with the request.
Later, on 19 February 2016, Lazio Regional Authority sent the Ministry of the Environment a note requesting an opinion on its authority to approve the Plan submitted by ADR (in view of (i) the provisions of art. 5, paragraph 2 of the Ministerial Decree of 29 November 2000, which gives the Ministry of the Environment the power to approve noise abatement plans for infrastructure of national importance, and (ii) the subsequent publication, in December 2015, of the "National Airports Plan", which has identified Ciampino as an airport of national interest).
On 17 March 2016, the Ministry of the Environment responded to Lazio Regional Authority's query, asserting its authority to approve the Noise Reduction and Abatement Plan for Ciampino airport submitted by ADR, subject to receipt of the Agreement resulting from the above Unified Conference. This was followed, on 13 July, by the first meeting of representatives from the Ministry, ISPRA (the scientific body charged by the Ministry with conducting a technical assessment of the Plan) and ADR.
On 18 July 2016, the Ministry sent ADR a letter containing all the requests and observations set out by ISPRA in relation to the Plan, and giving ADR sixty days to provide the relevant responses and supplementary information.
Law 9 of 22 January 2016, converting Law Decree 185/2015 into law with amendments, published in Official Gazette 18 of 23 January 2016, has confirmed the repeal of art. 71, c. 3-bis, which assimilated the procedures involved in carrying out infrastructure projects at Fiumicino and Ciampino airports with those relating to strategic infrastructure projects of national interest (so-called major works).
With the repeal of art. 71, c. 3-bis, infrastructure projects for Fiumicino and Ciampino airports no longer on a par with the above major works and are, therefore, once again subject to the pre-existing legislation governing consents.
Following the above repeal, on 4 February 2016, the Ministry of the Environment, at ENAC's request, announced the start of a new environmental impact assessment of the Master Plan for Ciampino, publishing the documentation relating to the public consultation on its website.
The Decree issued by the Ministry of Infrastructure and Transport on 29 October 2015, regarding "Definition of the increase in the municipal surcharge on air passenger duty to be transferred to INPS", was published in Official Gazette 300 of 28 December 2015.
The decree has introduced a further increase in the municipal surcharge, amounting to €2.50 for 2016, €2.42 for 2017 and €2.34 for 2018, in application of paragraph 23 of art. 13 of Law Decree 145/2013, the so-called "Destinazione Italia" legislation, converted with amendments into Law 9/2014.
As a result of this decree, the municipal surcharge on air passenger duty paid by passengers departing from Fiumicino and Ciampino airports amounts to €10 in 2016.
The airline, EasyJet, has challenged the decree before Lazio Regional Administrative Court, requesting its cancellation subject to prior injunctive relief.
On 15 February 2016, ENAC announced that the increase only applies to tickets for flights departing from 1 January 2016, sold after 17 December 2015 and, in any event, no later than the day following publication of the decree on the Ministry of Infrastructure and Transport's website, which took place on 22 December 2015.
During the night of 6 May 2015 a fire broke out in the airside part of Terminal 3 (also "T3") at Fiumicino airport, affecting a large part of the departures area.
The fire primarily damaged the areas used for security and passport controls at T3, the concourse linking gates C and D, a part of the transit corridor and the various systems and equipment serving arrivals and departures at T3.
The worst hit area was immediately seized by the police on 7 May 2015, and then rendered once again accessible to ADR on 15 June 2015.
ADR took the necessary steps to get the airport working again, whilst giving priority to the health and safety of staff. A leading fire damage clean-up company was contracted to carry out the work. The airport returned to full capacity from 19 July 2015, following the re-opening of Pier D.
Following the event, ADR immediately hired HSI Consulting to monitor the air quality. Based on the results of the monitoring of air quality, ADR announced that, under national legislation (Legislative Decree
81/2008), pollutant levels were within permitted amounts, with the exception of one day and one pollutant (toluene), which was present in the area closed to traffic in order to allow clean-up work to take place. ADR issued regular announcements, communicating the results of its monitoring to passengers and airport operators.
On 26 May 2015, the relevant Giudice delle Indagini Preliminari (Preliminary Investigating Magistrate), took the precautionary measure of ordering the preventive confiscation of Pier D in Terminal 3 in accordance with art. 321 of the Code of Criminal Procedure, authorising access only in order to decontaminate the premises so as to make them fit for use again.
At ADR's request, following compliance with the related requirements, the release of Pier D in Terminal 3 was ordered on 19 June 2015, subject to a complete, uniform and immediate clean-up of the retail areas, which ADR proceeded to carry out.
On 29 April 2016, the tunnel used by transit passengers connecting from the Schengen area to the Non-Schengen area was re-opened, restoring capacity in terms of space and management of the related passenger flows and putting an end to the need for a shuttle bus service.
Investigations by the relevant authorities are ongoing, with the aim of understanding exactly what happened to cause the fire and identify any responsible parties. At the same time, ADR and the insurance assessors are working to quantify the damage directly and indirectly incurred, on which the related insurance claims will be based and potential contractual and legal safeguards activated.
The Public Prosecutor's Office in Civitavecchia has launched two criminal proceedings as a result of the fire. The first regards violation of articles 113 and 449 of the criminal code (negligent arson), in relation to which, on 25 November 2015, the investigators issued the order required by art.415-bis of the criminal code giving notice of completion of the preliminary investigation of: (i) five employees of the contractor that was carrying out routine maintenance work on the air conditioning system and two employees of ADR, all also being investigated for the offence referred to in art. 590 of the criminal code (personal injury through negligence), (ii) ADR's Chief Executive Officer in his role as "employer", (iii) the airport fire chief and (iv) the Director of the Lazio Airport System (ENAC).
The second investigation, punishable by a fine, regards violations of occupational safety regulations contained in Legislative Decree 81/2008 allegedly committed by ADR's former Chief Executive Officer, in his role as "employer", and two ADR Group managers with the same roles within two subsidiaries (ADR Security Srl and Airport Cleaning Srl). All the parties were notified of fines imposed for the violations identified and, as a result, the investigations were closed.
On 23 June 2015, the Autorità Nazionale Anticorruzione (Italy's National Anti-Corruption Authority or "ANAC"), informed ADR of "the start of an investigation of the sub-concession of non-aviation activities on airport premises".
To this end, ANAC requested ADR to submit a specific report on the sub-concessions linked to non-aviation activities during the last three years (2012-2013-2014), indicating, for each one, the type of award procedure (direct or competitive) used to grant the concession and the related contractual arrangements.
On 10 March 2016, ANAC thus informed ADR of the outcome of its investigation and the related conclusions. In brief, in addition to making a number of observations regarding (i) the duration of concessions, (ii) the delay in carrying out investment and (iii) the tariff regime applied (the dual-till method), the Authority, on the one hand, stated that ADR should always award retail sub-concessions within its airports by public tender and, on the other, contested certain specific aspects of the actual procedures used by ADR to grant the above concessions. The Authority also highlighted the fact that the participation of associated companies in the tender procedures managed by ADR gives rise to "a clear issue of information asymmetry to the disadvantage of the other economic entities taking part in the tender procedures".
On 8 April 2016, ADR submitted its response to the Authority's conclusions, observing that: (i) the concessions in question are not only of a retail nature; (ii) ADR is not legally obliged to award the concessions by public tender; and (iii) in any event, the procedures adopted to date by ADR, and agreed with the AGCM (Italy's National Competition Authority), are such as to guarantee compliance with the principles of transparency, proportionality and non-discrimination.
In Determination 758 dated 13 July 2016, announced on 18 July 2016, ANAC, following the above investigation, states that: (i) "the airport concession does not merely concern the infrastructure used for aviation activities, but also regards the areas and premises used in non-aviation activities and that, as a result, all the activities covered by the concession, for the above reasons, fall within the scope of the concession arrangement"; (ii) "the non-aviation activities referred to, merely by way of example, in recital 25 in directive 2014/23/EU (the concession directive) and, among these, food services, are defined and classifiable as forming part of the service provided to passengers"; (iii) "the award of sub-concessions for premises and areas for retail purposes should be carried out by public tender, in accordance with EU rules and regulations and the relevant national legislation".
The thus granted ADR a period of 30 days to respond to the determination for the purpose of assessing compliance.
Following the withholding of payment by the Miami-Dade Expressway Authority ("MDX") for the on site and office system management and maintenance services provided by ETC, and after a failed attempt at mediation as required by the service contract, on 28 November 2012 ETC petitioned the Miami Dade County Court in Florida to order MDX to settle unpaid claims amounting to over US\$30 million and damages for breach of contact. In December 2012, MDX, in turn, notified ETC of its decision to terminate the service contract and sue for compensation for alleged damages of US\$26 million for breach of contract by ETC.
In August 2013, ETC and MDX agreed a settlement covering the services rendered by ETC during the "disentanglement" phase, which ended on 22 November 2013. MDX has duly paid the sum due. In December 2015, the court case, during which the parties presented their respective arguments and the various experts and witnesses were heard, came to an end. Since January 2016, the court has asked the parties to make numerous attempts at finding a settlement, none of which has resulted in a positive outcome. Judgement is expected by the end of the second half of 2016.
On 28 July 2016, the consortium incorporated by Atlantia Group and EDF invest (respectively with a share of 75% and 25%) was ranked the best bidder in the process that will result in the sale of the French state's 60% interest in the company that controls the airports in the Côte d'Azur (Nice, Cannes-Mandelieu and Saint Tropez). The consortium has been provisionally selected by the French government as the purchaser of the government's stake in the airport operator. The final selection of the winning bidder will be confirmed in the coming months, once all the necessary administrative consents have been received.
ANNEX 1
THE ATLANTIA GROUP'S SCOPE OF CONSOLIDATION AND INVESTMENTS AS AT 30 JUNE 2016
ANNEX 1
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2016 (IN SHARES/UNITS) SHARE CAPITAL/ |
HELD BY | CONSORTIUM FUND AS AT 30 JUNE % INTEREST IN SHARE CAPITAL/ 2016 |
OVERALL GROUP % INTEREST | NOTE |
|---|---|---|---|---|---|---|---|---|
| PARENT COMPANY | ||||||||
| ATLANTIA SpA | ROME | HOLDING COMPANY | EURO | 825,783,990 | ||||
| SUBSIDIARIES CONSOLIDATED ON A LINE-BY-LINE BASIS | ||||||||
| AB CONCESSÕES SA | SAO PAULO (BRAZIL) |
HOLDING COMPANY | BRAZILIAN REAL |
738,652,989 | Participações Brasil limitada Autostrade Concessões e |
50.00% | 50.00% | (1) |
| AD MOVING SpA | ROME | ADVERTISING SERVICES | EURO | 1,000,000 | Autostrade per l'Italia SpA | 100% | 100% | |
| ADR ASSISTANCE Srl | FIUMICINO | PRM SERVICES | EURO | 4,000,000 | Aeroporti di Roma SpA | 100% | 95.92% | |
| AIRPORT CLEANING Srl | FIUMICINO | SUNDRY CLEANING AND MAINTENANCE SERVICES | EURO | 1,500,000 | Aeroporti di Roma SpA | 100% | 95.92% | |
| AEROPORTI DI ROMA SpA | FIUMICINO | AIRPORT MANAGEMENT AND DEVELOPMENT | EURO | 62,224,743 | Atlantia SpA | 95.92% | 95.92% | |
| ADR MOBILITY Srl | FIUMICINO | MANAGEMENT OF AIRPORT CAR PARKING AND CAR PARKS | EURO | 1,500,000 | Aeroporti di Roma SpA | 100% | 95.92% | |
| ADR SECURITY Srl | FIUMICINO | AIRPORT SCREENING AND SECURITY SERVICES | EURO | 400,000 | Aeroporti di Roma SpA | 100% | 95.92% | |
| ADR SVILUPPO Srl | FIUMICINO | PROPERTY MANAGEMENT | EURO | 100,000 | Aeroporti di Roma SpA | 100% | 95.92% | |
| 100% | 95.92% | |||||||
| ADR TEL SpA | FIUMICINO | TELECOMMUNICATIONS | EURO | 600,000 | Aeroporti di Roma SpA | 99.00% | ||
| ADR Sviluppo Srl | 1.00% | |||||||
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2016 (IN SHARES/UNITS) SHARE CAPITAL/ |
HELD BY | CONSORTIUM FUND AS AT 30 JUNE % INTEREST IN SHARE CAPITAL/ 2016 |
OVERALL GROUP % INTEREST | NOTE |
|---|---|---|---|---|---|---|---|---|
| 100% | 100% | |||||||
| AUTOSTRADE CONCESSÕES E PARTICIPACÕES | SAO PAULO | HOLDING COMPANY | BRAZILIAN | 729,590,863 | Autostrade Portugal - Concessoes de Infrastructuras SA |
25.00% | ||
| BRASIL LIMITADA | (BRAZIL) | REAL | Autostrade dell'Atlantico Srl | 41.14% | ||||
| Autostrade Holding do Sur SA | 33.86% | |||||||
| AUTOSTRADE DELL'ATLANTICO Srl | ROME | HOLDING COMPANY | EURO | 1,000,000 | Autostrade per l'Italia SpA | 100% | 100% | |
| 100% | 100% | |||||||
| AUTOSTRADE HOLDING DO SUR SA | SANTIAGO (CHILE) |
HOLDING COMPANY | CHILEAN PESO |
51,496,805,692 | Autostrade dell'Atlantico Srl | 99.99% | ||
| Autostrade per l'Italia SpA | 0.01% | |||||||
| 100% | 100% | |||||||
| AUTOSTRADE INDIAN INFRASTRUCTURE DEVELOPMENT PRIVATE LIMITED |
MUMBAI - MAHARASHTRA (INDIA) | HOLDING COMPANY | INDIAN RUPEE | 500,000 | Autostrade per l'Italia 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% | 58.98% | (2) |
| AUTOSTRADE PER L'ITALIA SpA | ROME | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 622,027,000 | Atlantia SpA | 100% | 100% | |
| AUTOSTRADE PORTUGAL Srl | ROME | HOLDING COMPANY | EURO | 30,000,000 | Autostrade dell'Atlantico Srl | 100% | 100% | |
| AUTOSTRADE TECH SpA | ROME | INFORMATION SYSTEMS AND EQUIPMENT FOR THE CONTROL AND AUTOMATION OF TRAFFIC AND ROAD SAFETY |
EURO | 1,120,000 | Autostrade per l'Italia SpA | 100% | 100% | |
| CONCESSIONÁRIA DA RODOVIA MG050 SA | SAO PAULO (BRAZIL) |
MOTORWAY OPERATION AND CONSTRUCTION | BRAZILIAN REAL |
113,525,350 | AB Concessões SA | 100% | 50.00% | |
(2) The company is listed on Borsa Italiana SpA's Expandi market.
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2016 (IN SHARES/UNITS) SHARE CAPITAL/ |
HELD BY | CONSORTIUM FUND AS AT 30 JUNE % INTEREST IN SHARE CAPITAL/ 2016 |
OVERALL GROUP % INTEREST | NOTE |
|---|---|---|---|---|---|---|---|---|
| DANNII HOLDING GMBH | (AUSTRIA) VIENNA |
ACQUISITION AND MANAGEMENT OF INVESTMENTS | EURO | 10,000 | Autostrade Tech SpA | 100% | 100% | |
| ECOMOUV SAS. | (FRANCE) PARIS |
FINANCING/DESIGN/CONSTRUCTION/OPERATION OF EQUIPMENT REQURIED FOR ECO-TAXE |
EURO | 30,000,000 | Autostrade per l'Italia SpA | 70.00% | 70.00% | |
| ELECTRONIC TRANSACTION CONSULTANTS Co. | RICHARDSON (TEXAS - USA) |
MANAGEMENT OF AUTOMATED TOLLING SERVICES | US DOLLAR | 16,264 | Autostrade dell'Atlantico Srl | 64.46% | 64.46% | |
| ESSEDIESSE SOCIETÀ DI SERVIZI SpA | ROME | GENERAL AND ADMINISTRATIVE SERVICES | EURO | 500,000 | Autostrade per l'Italia SpA | 100% | 100% | |
| FIUMICINO ENERGIA Srl | FIUMICINO | ELECTRICITY PRODUCTION | EURO | 741,795 | Atlantia SpA | 87.14% | 87.14% | |
| GIOVE CLEAR Srl | ROME | SUNDRY CLEANING AND MAINTENANCE SERVICES | EURO | 10,000 | Autostrade per l'Italia SpA | 100% | 100% | |
| GRUPO COSTANERA SpA | SANTIAGO (CHILE) |
HOLDING COMPANY | CHILEAN PESO |
465,298,430,418 | Autostrade dell'Atlantico Srl | 50.01% | 50.01% | |
| INFOBLU SpA | ROME | TRAFFIC INFORMATION | EURO | 5,160,000 | Autostrade per l'Italia SpA | 75.00% | 75.00% | |
| 100% | 88.02% | |||||||
| LEONARDO ENERGIA – SOCIETA' CONSORTILE a rl | FIUMICINO | ELECTRICITY PRODUCTION | EURO | 10,000 | Fiumicino Energia Srl | 90.00% | ||
| Aeroporti di Roma SpA | 10.00% | |||||||
| MIZARD Srl | ROME | ACQUISITION, SALE AND MANAGEMENT OF INVESTMENTS IN IT SERVICES COMPANIES |
EURO | 10,000 | Atlantia SpA | 100% | 100% | |
| PAVIMENTAL POLSKA SP.ZO.O. | WARSAW (POLAND) |
MOTORWAY AND AIRPORT CONSTRUCTION AND MAINTENANCE |
POLISH ZLOTY |
3,000,000 | Pavimental SpA | 100% | 98.58% | |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2016 (IN SHARES/UNITS) SHARE CAPITAL/ |
HELD BY | CONSORTIUM FUND AS AT 30 JUNE % INTEREST IN SHARE CAPITAL/ 2016 |
OVERALL GROUP % INTEREST | NOTE |
|---|---|---|---|---|---|---|---|---|
| 99.40% | 98.58% | |||||||
| ROME | MOTORWAY AND AIRPORT CONSTRUCTION AND | EURO | 10,116,452 | Atlantia SpA | 59.40% | |||
| PAVIMENTAL SpA | MAINTENANCE | Autostrade per l'Italia SpA | 20.00% | |||||
| Aeroporti di Roma SpA | 20.00% | |||||||
| RACCORDO AUTOSTRADALE VALLE D'AOSTA SpA | AOSTA | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 343,805,000 | per il Traforo del Monte Bianco Società Italiana per Azioni |
47.97% | 24.46% | (3) |
| ROMULUS FINANCE Srl | CONEGLIANO | SECURITISATION VEHICLE | EURO | 10,000 | 100% | (4) | ||
| RODOVIAS DAS COLINAS SA | SAO PAULO (BRAZIL) |
MOTORWAY OPERATION AND CONSTRUCTION | BRAZILIAN REAL |
226,145,401 | AB Concessões SA | 100% | 50.00% | |
| 100% | 50.01% | |||||||
| SOCIEDAD CONCESIONARIA AMB SA | SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO |
5,875,178,700 | Grupo Costanera SA | 99.98% | ||
| Sociedad Gestion Vial SA | 0.02% | |||||||
| 100% | 50.01% | |||||||
| SOCIEDAD CONCESIONARIA AUTOPISTA NORORIENTE SA |
SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO |
22,738,904,654 | Grupo Costanera SA | 99.90% | ||
| Sociedad Gestion Vial SA | 0.10% | |||||||
| SOCIEDAD CONCESIONARIA AUTOPISTA NUEVA | 100% | 50.01% | ||||||
| VESPUCIO SUR SA | SANTIAGO (CHILE) |
HOLDING COMPANY | CHILEAN PESO |
166,967,672,229 | Grupo Costanera SA | 99.99996% | ||
| Sociedad Gestion Vial SA | 0.00004% | |||||||
| 100% | 50.01% | |||||||
| SOCIEDAD CONCESIONARIA COSTANERA NORTE SA |
SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO |
58,859,765,519 | Grupo Costanera SA | 99.99804% | ||
| Sociedad Gestion Vial SA | 0.00196% | |||||||
| 100% | 100% | |||||||
| SOCIEDAD CONCESIONARIA DE LOS LAGOS SA | LLANQUIHUE (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO |
53,602,284,061 | Autostrade Holding Do Sur SA | 99.95238% | ||
| Autostrade dell'Atlantico Srl | 0.04762% | |||||||
| 100% | 50.01% | |||||||
| SOCIEDAD CONCESIONARIA LITORAL CENTRAL SA | SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO |
18,368,224,675 | Grupo Costanera SA | 99.99% | ||
| Sociedad Gestion Vial SA | 0.01% | |||||||
(3) 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.
(4) A special purpose entity, established pursuant to Law 130/99, through which Aeroporti di Roma SpA's creditor banks securitised a portion of the amount receivable from the company as at 14 February 2003; in accordance with IFRS, the Group's interest in the company is considered on a par with full control.
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS (IN SHARES/UNITS) AT 30 JUNE 2016 SHARE CAPITAL/ |
HELD BY | CONSORTIUM FUND AS AT 30 JUNE % INTEREST IN SHARE CAPITAL/ 2016 |
OVERALL GROUP % INTEREST | NOTE |
|---|---|---|---|---|---|---|---|---|
| 100% | 50.01% | |||||||
| SOCIEDAD CONCESIONARIA VESPUCIO SUR SA | SANTIAGO (CHILE) |
MOTORWAY OPERATION AND CONSTRUCTION | CHILEAN PESO |
52,967,792,704 | Sociedad Concesionaria Autopista Nueva Vespucio Sur SA |
99.9975% | ||
| Sociedad Gestion Vial SA | 0.0025% | |||||||
| 100% | 50.01% | |||||||
| SOCIEDAD GESTION VIAL SA | SANTIAGO (CHILE) |
CONSTRUCTION AND MAINTENANCE OF ROADS AND TRAFFIC SERVICES |
CHILEAN PESO |
397,237,788 | Grupo Costanera SA | 99.99% | ||
| Sociedad Operacion y Logistica de Infraestructuras SA |
0.01% | |||||||
| 100% | 50.01% | |||||||
| SOCIEDAD OPERACION Y LOGISTICA DE INFRAESTRUCTURAS SA |
SANTIAGO (CHILE) |
CONCESSION CONTRUCTION AND SERVICES | CHILEAN PESO |
11,736,819 | Grupo Costanera SA | 99.99% | ||
| Sociedad Gestion Vial SA | 0.01% | |||||||
| SOCIETÀ AUTOSTRADA TIRRENICA p.A. | ROME | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 24,460,800 | Autostrade per l'Italia SpA | 99.93% | 99.99% | (5) |
| 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% | 51.00% | |
| SOLUCIONA CONSERVACAO RODOVIARIA LTDA | MATAO (BRAZIL) |
MOTORWAY MAINTENANCE | BRAZILIAN REAL |
500,000 | AB Concessões SA | 100% | 50.00% | |
| 100% | 99.18% | |||||||
| SPEA DO BRASIL PROJETOS E INFRA ESTRUTURA LIMITADA |
SAO PAULO (BRAZIL) |
INTEGRATED TECHNICAL AND ENGINEERING SERVICES | BRAZILIAN REAL |
1,000,000 | Spea Engineering SpA | 99.99% | ||
| Austostrade Concessoes e Partecipacoes Brasil Limitada |
0.01% | |||||||
| 100% | 99.18% | |||||||
| SPEA ENGINEERING SPA | ROME | INTEGRATED TECHNICAL AND ENGINEERING SERVICES | EURO | 6,966,000 | Atlantia SpA | 60.00% | ||
| 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% | |
| STALEXPORT AUTOSTRADA MAŁOPOLSKA SA | MYSŁOWICE (POLAND) |
MOTORWAY OPERATION AND CONSTRUCTION | POLISH ZLOTY |
66,753,000 | Stalexport Autoroute SAr.l. | 100% | 61.20% | |
| STALEXPORT AUTOSTRADY SA | MYSLOWICE (POLAND) |
HOLDING COMPANY | POLISH ZLOTY |
185,446,517 | Autostrade per l'Italia SpA | 61.20% | 61.20% | (6) |
(5) On 29 December 2015, Autostrada Tirrenica, following authorisation by the general meeting of shareholders held on the same date, purchased 109,600 own shares from non-controlling shareholders. Autostrade per l'Italia's interest is, therefore, equal to 99.99% as at 30 June 2016 (the percentage interest calculated on the basis of the ratio of shares held by Autostrade per l'Italia and the subsidiary's total shares is 99.93% ).
(6) The company is listed on the Warsaw stock exchange.
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2016 (IN SHARES/UNITS) SHARE CAPITAL/ |
HELD BY | CONSORTIUM FUND AS AT 30 JUNE % INTEREST IN SHARE CAPITAL/ 2016 |
OVERALL GROUP % INTEREST | NOTE |
|---|---|---|---|---|---|---|---|---|
| TANGENZIALE DI NAPOLI SpA | NAPLES | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 108,077,490 | Autostrade per l'Italia SpA | 100% | 100% | |
| TECH SOLUTIONS INTEGRATORS SAS. | (FRANCE) PARIS |
CONSTRUCTION, INSTALLATION AND MAINTENANCE OF ELECTRONIC TOLLING SYSTEMS |
EURO | 2,000,000 | Autostrade per l'Italia SpA | 100% | 100% | |
| 100% | 100% | |||||||
| TELEPASS SpA | ROME | AUTOMATED TOLLING SERVICES | EURO | 26,000,000 | Autostrade per l'Italia SpA | 96.15% | ||
| Autostrade Tech SpA | 3.85% | |||||||
| TRIANGULO DO SOL AUTO-ESTRADAS SA | MATAO (BRAZIL) |
MOTORWAY OPERATION AND CONSTRUCTION | BRAZILIAN REAL |
71,000,000 | AB Concessões SA | 100% | 50.00% | |
| VIA4 SA | MYSŁOWICE (POLAND) |
MOTORWAY SERVICES | POLISH ZLOTY |
500,000 | Stalexport Autoroute SAr.l. | 55.00% | 33.66% | |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | SHARE CAPITAL/ CONSORTIUM FUND AS AT 30 JUNE 2016 (IN SHARES/UNITS) |
HELD BY | CONSORTIUM FUND AS AT 30 JUNE % INTEREST IN SHARE CAPITAL/ 2016 |
|
|---|---|---|---|---|---|---|---|
| INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD | |||||||
| Associates | |||||||
| AUTOSTRADE FOR RUSSIA GMBH | (AUSTRIA) VIENNA |
HOLDING COMPANY | EURO | 60,000 | Autostrade Tech SpA | 25.50% | |
| BOLOGNA & FIERA PARKING SpA | BOLOGNA | DESIGN, CONSTRUCTION AND MANAGEMENT OF MULTI-LEVEL PUBLIC CAR PARKS |
EURO | 2,715,200 | Autostrade per l'Italia SpA | 36.81% | |
| BIURO CENTRUM SP. Z O.O. | KATOWICE (POLAND) |
ADMINISTRATIVE SERVICES | POLISH ZLOTY |
80,000 | Stalexport Autostrady SA | 40.63% | |
| PEDEMONTANA VENETA SpA (IN LIQUIDATION) |
VERONA | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 6,000,000 | Autostrade per l'Italia SpA | 29.77% | |
| 46.60% | |||||||
| SOCIETA' INFRASTRUTTURE TOSCANE SpA (IN LIQUIDATION) |
ROME | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 15,000,000 | Autostrade per l'Italia SpA Spea Engineering SpA |
46.00% 0.60% |
|
| 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 | 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 - PUNE DISTRICT - MAHARASHTRA (INDIA) |
MOTORWAY OPERATION AND CONSTRUCTION | INDIAN RUPEE | 100,000,000 | Atlantia SpA | 50.00% | |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS (IN SHARES/UNITS) AT 30 JUNE 2016 SHARE CAPITAL/ |
HELD BY | % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT 30 JUNE 2016 |
|---|---|---|---|---|---|---|
| INVESTMENTS ACCOUNTED FOR AT COST OR FAIR VALUE |
| Unconsolidated subsidiaries | ||||||
|---|---|---|---|---|---|---|
| DOMINO Srl | FIUMICINO | INTERNET SERVICES | EURO | 10,000 | Atlantia SpA | 100% |
| GEMINA FIDUCIARY SERVICES SA | LUXEMBOURG (LUXEMBOURG) |
TRUST COMPANY | EURO | 150,000 | Atlantia SpA | 99.99% |
| PAVIMENTAL EST AO (IN LIQUIDATION) | MOSCOW (RUSSIA) |
MOTORWAY CONSTRUCTION AND MAINTENANCE | RUSSIAN ROUBLE |
4,200,000 | Pavimental SpA | 100% |
| PETROSTAL SA (IN LIQUIDATION) | WARSAW (POLAND) |
REAL ESTATE SERVICES | POLISH ZLOTY |
2,050,500 | Stalexport Autostrady SA | 100% |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2016 (IN SHARES/UNITS) SHARE CAPITAL/ |
HELD BY | % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT 30 JUNE 2016 |
|---|---|---|---|---|---|---|
| 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 | 359,885,315 | Atlantia SpA | 7.63% |
| DIRECTIONAL CAPITAL HOLDINGS (IN LIQUIDATION) |
CHANNEL ISLANDS (USA) |
FINANCIAL COMPANY | EURO | 150,000 | Atlantia SpA | 5.00% |
| EMITTENTI TITOLI SpA | 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% |
| ITALMEX SpA (IN LIQUIDATION) | MILAN | TRADING AGENCY | EURO | 1,464,000 | Stalexport Autostrady SA | 4.24% |
| LUSOPONTE - CONCESSIONARIA PARA A TRAVESSIA DO TEJO |
SA MONTIJO (PORTUGAL) |
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 | KATOWICE (POLAND) |
MOTORWAY OPERATION AND CONSTRUCTION | POLISH ZLOTY |
1,987,300 | Stalexport Autostrady SA | 5.43% |
| SACAL. SpA | LAMEZIA TERME | AIRPORT MANAGEMENT | EURO | 7,755,000 | Aeroporti di Roma SpA | 16.57% |
| SOCIETA' DI PROGETTO BREBEMI SpA | BRESCIA | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 180,000,000 | Spea Engineering SpA | 0.06% |
| 1.25% | ||||||
| TANGENZIALE ESTERNA SpA | MILAN | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 464,945,000 | Autostrade per l'Italia SpA | 0.25% |
| Pavimental SpA | 1.00% | |||||
| TANGENZIALI ESTERNE DI MILANO SpA | MILAN | CONSTRUCTION AND OPERATION OF MILAN RING ROAD | EURO | 220,344,608 | Autostrade per l'Italia SpA | 13.67% |
| UIRNET SpA | ROME | OPERATION OF NATIONAL LOGISTICS NETWORK | EURO | 1,061,000 | Autostrade per l'Italia SpA | 1.51% |
| VENETO STRADE SpA | VENICE | CONSTRUCTION AND MAINTENANCE OF ROADS AND TRAFFIC SERVICES |
EURO | 5,163,200 | Autostrade per l'Italia SpA | 5.00% |
| WALCOWNIA RUR JEDNOŚĆ SP. Z O. O. | SIEMIANOWICE (POLAND) |
STEEL TRADING | POLISH ZLOTY |
220,590,000 | Stalexport Autostrady SA | 0.01% |
| ZAKŁADY METALOWE DEZAMET SA | NOWA DĘBA (POLAND) |
STEEL TRADING | POLISH ZLOTY |
19,241,750 | Stalexport Autostrady SA | 0.26% |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2016 (IN SHARES/UNITS) SHARE CAPITAL/ |
HELD BY | CONSORTIUM FUND AS AT 30 JUNE % INTEREST IN SHARE CAPITAL/ 2016 |
|---|---|---|---|---|---|---|
| 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 | 82,633 | 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 MITECO | PESCHIERA BORROMEO | EXECUTION OF SERVICES AND WORKS ASSIGNED BY TANGENZIALE ESTERNA SPA |
EURO | 10,000 | Pavimental SpA | 1.30% |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS AT 30 JUNE 2016 (IN SHARES/UNITS) SHARE CAPITAL/ |
HELD BY | CONSORTIUM FUND AS AT 30 JUNE % INTEREST IN SHARE CAPITAL/ 2016 |
|---|---|---|---|---|---|---|
| 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 | SAN PAOLO (BRAZIL) |
INTEGRATED TECHNICAL ENGINEERING SERVICES - HIGHWAY MG-050 |
BRAZILIAN REAL |
- | SPEA do Brasil Projetos e Infra Estrutura Limitada | 50.00% |
| CONSORZIO TANGENZIALE ENGINEERING | MILANO | INTEGRATED TECHNICAL ENGINEERING SERVICES - MILAN EXTERNAL RING ROAD EAST |
EURO | 20,000 | Spea Engineering SpA | 30.00% |
| CONSORZIO 2050 | ROME | MOTROWAY DESIGN | EURO | 50,000 | Spea Engineering SpA | 0.50% |
| 100% | ||||||
| COSTRUZIONI IMPIANTI AUTOSTRADALI S.C.A.R.L. | ROME | CONSTRUCTION OF PUBLIC WORKS AND INFRASTRUCTURE | EURO | 10,000 | Pavimental Polska Sp. z o.o. Autostrade Tech SpA Pavimental SpA |
75.00% 20.00% 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% |
| IDROELETTRICA S.C.A.R.L. | CHATILLON | ELECTRICITY GENERATION | EURO | 50,000 | Raccordo Autostradale Valle d'Aosta SpA | 0.10% |
| 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. | ROME | CONSTRUCTION CONSORTIUM | EURO | 100,000 | Società Autostrada Tirrenica p.A. | 1.00% |
| NAME | REGISTERED OFFICE | BUSINESS | CURRENCY | CONSORTIUM FUND AS (IN SHARES/UNITS) AT 30 JUNE 2016 SHARE CAPITAL/ |
HELD BY | CONSORTIUM FUND AS AT 30 JUNE % INTEREST IN SHARE CAPITAL/ 2016 |
|---|---|---|---|---|---|---|
| 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% |
| IDEON SA | KATOWICE (POLAND) |
STEEL TRADING | POLISH ZLOTY |
343,490,781 | Stalexport Autostrady SA | 2.63% |
| STRADA DEI PARCHI SpA | ROME | MOTORWAY OPERATION AND CONSTRUCTION | EURO | 48,114,240 | Autostrade per l'Italia SpA | 2.00% |
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4 August 2016
Giovanni Castellucci Giancarlo Guenzi Chief Executive Officer Manager responsible for financial reporting
Via Antonio Nibby 20 - 00161 Rome Tel. +39 06 44172652 www.atlantia.it
Issued capital: €825,783,990.00, fully paid-up. Tax code, VAT number and Rome Companies' Register no. 03731380261 REA no. 1023691
e-mail: [email protected]
e-mail: [email protected]
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www.atlantia.it
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