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Mundys (formerly: Atlantia SpA)

Quarterly Report Sep 3, 2019

6228_ir_2019-09-03_380ee2f8-a0c1-4b83-bbec-032b62565425.pdf

Quarterly Report

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Interim Report of the Atlantia Group for the six months ended 30 June 2019

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1. Introduction 7
Consolidated financial highlights8
The Group around the world9
Atlantia's ownership structure and share price performance 12
Corporate bodies 13
2. Interim report on operations 15
Alternative performance indicators 16
Group Financial review17
Key performance indicators by operating segment50
Italian motorways 52
Overseas motorways 55
Italian airports 58
Overseas airports 60
Other activities 62
The Abertis group 64
Workforce 67
Related party transactions69
Significant regulatory aspects 70
Other information 78
Events after 30 June 2019 79
Outlook and risks or uncertainties 80
3. Condensed consolidated interim financial statements 83
4. Reports 191

INTRODUCTION

Consolidated financial highlights (*)

€M H1 2019 (1) HT 2018
Operating revenue 5,604 2,903
Toll revenue 4.493 2,026
Aviation revenue 394 387
Other operating income 717 490
Gross operating profit (EBITDA)(2) 3,552 1,820
Adjusted gross operating profit (EBITDA) (2) 3,684 1,872
Operating profit (EBIT) 2,267 1,137
Profit/(Loss) before tax from continuing operations 1,611 875
Profit for the period 1,147 618
Profit attributable to owners of the parent 777 531
Operating cash flow 2,559 1,263
Adjusted operating cash flow 2.617 1,292
Capital expenditure 815 377
€M 30 June 2019 31 December 2018
Carita AC 70C 00000
Equity attributable to owners of the parent 8,101 8.442
Net debt 38,569 37,931
Adjusted net debt 40,154 39,514

The Group around the world

Autostrade
Italy
Atlantia Interest held by
Atlantia (%)
Km Concession expiry
Autostrade per l'Italia 88.06% 2,855 2038
Società Italiana per il Traforo del Monte Bianco 44.91% 6 2050
Raccordo Autostradale Valle d'Aosta 21.54% 32 2032
Tangenziale di Napoli 88.06% 20 2037
Autostrade Meridionali (1) 51.94% 52 2012
Autostrada Tirrenica (2) 88.06% 55 2046
Abertis Interest held by
Abertis (%) Km Concession expiry
Autostrada Brescia Padova 90.03% 236 2026
Total 3,256
Spain
Abertis Interest held by
Abertis (%) Km Concession expiry
Autopistas España 100%
Acesa 100% 478 2021
Aucat 100% 47 2039
Aulesa 100% 38 2055
Aumar 100% 468 2019
Avasa 100% 294 2026
Castellana/Iberpistas 100% 120 2029
Autopistes Catalanes 100%
Invicat 100% 66 2021
Túnels de Barcelona 50.01% 46 2037
Trados-45 51.00% 15 2029
Total 1,572
France
Abertis Interest held by Km Concession expiry
Abertis (%)
Sanef 100% 1,388 2031
Sapn 99.97% 372 2033
Total 1,760
Poland
Atlantia Interest held by Km Concession expiry
Atlantia (%)
Stalexport Autostrada Malopolska 61.20% 61 2027
Brazil
Atlantia Interest held by
Atlantia (%)
Km Concession expiry
AB Concessões 50,00%
Rodovias das Colinas 50.00% 307 2028
Concessionária da Rodovia MG050 50.00% 372 2032
Triangulo do Sol Auto Estradas 50.00% 442 2021
Abertis Interest held by
Abertis (%) Km Concession expiry
Arteris 41.97%
Fernão Dias 41.97% 570 2033
Litoral Sul 41.97% 406 2033
Planalto Sul 41.97% 413 2033
Via Paulista (3) 41.97% 721 2047
Régis Bittencourt 41.97% 390 2033
Intervias 41.97% 380 2028
Fluminense 41.97% 320 2033
Centrovias 41.97% 218 2019
Total 4,539

Chile
Atlantia Interest held by Concession expiry
Atlantia (%) Km
Grupo Costanera 50.01%
Litoral Central 50.01% 81 2031
Costanera Norte 50.01% 43 2033
Autopista Nororiente (4) 50.01% 22 2044
Vespucio Sur 50.01% 24 2032
AMB (4) 50.01% 10 2022
Vespucio Oriente (AVO II) (5) 50.01% 5 2052
Ruta 78-68 (5) 50.01% 9 2049
Los Lagos 100% 134 2023
Abertis Interest held by
Abertis (%) Km Concession expiry
Vias Chile 80.00%
Rutas del Elqui 80.00% 229 2022
Rutas del Pacífico 80.00% 141 2023
Autopistas del Sol 80.00% 133 2021
Autopista de Los Libertadores 80.00% 116 2026
Autopista de Los Andes 80.00% 92 2036
Autopista Central 80.00% 62 2031
Total 1,100
Total 152
Jadcherla Expressways 100% 58 2026
Trichy Tollway 100% 94 2026
Abertis (%) Km Concession expiry
Abertis Interest held by
India

Puerto Rico
Abertis Interest held by
Abertis (%) Km Concession expiry
Autopista Puerto Rico 100% 2 2044
Metropistas 51% 88 2061
Total 90

Argentina

Abertis Interest held by
Abertis (%)
Km Concession expiry
GCO 42.87% 56 2030
Ausol 31.59% 119 2030
Total 175
Airports Interest held by
Atlantia (%)
No. of
airports
Concession expiry
Aeroporti di Roma 99.38% 2 2044
Azzurra Aeroporti 60.40% (7)
Aéroports de la Côte D'Azur 38.66% 3 2044
Other businesses Interest held by
Atlantia (%)
Km of
network
Sector of activity
Telepass (6) 100% 24,100 Electronic tolling systems
Electronic Transaction Consultants 64.46% 1,134 Electronic tolling systems
Spea Engineering 97.49% Motorway and airport infrastructure
engineering services
Pavimental 96.89% Motorway and airport infrastructure
construction and maintenance
Interest held by
Abertis (%)
Abertis Mobility services 100% Electronic tolling systems

Note: The figures in the table refer to operators consolidated on a line-by-line basis. Atlantia holds 50%+1 share in Abertis.

(1) For information on the process of awarding the new concession, reference should be made to the section, "Significant regulatory aspects".

(2) A draft addendum to the concession arrangement is currently being negotiated with the Grantor.

(3) Includes 317 km of motorway operated by Autovias, whose concession expired in April 2019.

(4) The concession term is estimated on the basis of agreements with the Grantor.

(5) Through its Chilean subsidiary, Grupo Costanera, Atlantia has been awarded the contract to build and operate the Amerigo Vespucio Oriente II and Conexión Vial Ruta 78-68 sections of motorway.

(6) Present in 7 European countries: Italy, Austria, Belgium, France, Poland, Portugal and Spain. From 1 March 2019, the service has also been extended to Germany, Denmark, Norway and Sweden.

Other investments Interest held by
Atlantia (%)
Sector of activity
Aeroporto di Bologna 29.38%
Getlink 15.49% Operation and management of the
Channel Tunnel
Hochtief 23.86% Construction

Note: companies not consolidated on a line-by-line basis.

Atlantia's ownership structure and share price performance

Source: CONSOB, data as at 30 June 2019. (1) Source: Nasdaq, data as at 30 June 2019.

ATLANTIA'S SHARE PRICE PERFORMANCE – FIRST HALF OF 2019

12

Corporate bodies

Board of Directors
in office for the period 2019-2021
Chairman Fabio Cerchiai
Chief Executive Officer Giovanni Castellucci
Directors Carlo Bertazzo
Andrea Boitani (independent)
Riccardo Bruno (independent)
Mara Anna Rita Caverni (independent)
Cristina De Benetti (independent)
Dario Frigerio (independent)
Gioia Ghezzi (independent)
Giuseppe Guizzi (independent)
Anna Chiara Invernizzi (independent)
Carlo Malacarne (independent)
Ferdinando Nelli Feroci (independent)
Licia Soncini (independent)
Marco Patuano(1)
Internal Control, Risk and Secretary
Chairwoman
Stefano Cusmai
Cristina De Benetti (independent)
Corporate Governance Committee Members Andrea Boitani (independent)
Mara Anna Rita Caverni (independent)
Dario Frigerio (independent)
Committee of Independent Directors
with responsibility for Related Party
Transactions
Chairman Dario Frigerio (independent)
Members Riccardo Bruno (independent)
Carlo Malacarne (independent)
Human Resources and Remuneration
Committee
Chairman Riccardo Bruno (independent)
Members Carlo Bertazzo
Giuseppe Guizzi (independent)
Anna Chiara Invernizzi (independent)
Carlo Malacarne (independent)
Nominations Committee Chairwoman Gioia Ghezzi (independent)
Members Giovanni Castellucci
Ferdinando Nelli Feroci (independent)
Licia Soncini (independent)
Marco Patuano(1)
Board of Statutory Auditors Chairman Corrado Gatti
in office for the period 2018-2020 Auditors Alberto De Nigro
Sonia Ferrero
Lelio Fornabaio
Livia Salvini
Alternate Auditors Laura Castaldi
Michela Zeme
Independent Auditors
for the period 2012-2020
Deloitte & Touche SpA

(1) Marco Patuano resigned from the Board of Directors and the Nominations Committee on 24 June 2019.

INTERIM REPORT ON OPERATIONS

Alternative performance indicators

In application of the CONSOB Ruling of 3 December 2015, governing implementation in Italy of the guidelines for alternative performance indicators ("APIs") issued by the European Securities and Markets Authority (ESMA), the basis used in preparing the APIs published by the Atlantia Group is described below.

The APIs shown in this Interim Report are deemed relevant to an assessment of the operating performance based on the overall results of the Group as a whole and the results of its operating segments and of individual consolidated companies. In addition, the APIs provide an improved basis for comparison of the results over time, even if they are not a replacement for or an alternative to the results determined in accordance with the international financial reporting standards (IFRS) applied by the Atlantia Group and described in section 3, "Consolidated financial statements as at and for the year ended 31 December 2018", of the Annual Report for 2018 (also "reported amounts").

With regard to the APIs, Atlantia presents reclassified consolidated financial statements in the "Financial review for the Atlantia Group", which differ from the statutory consolidated financial statements. In addition to amounts from the income statement and statement of financial position measured and presented under IFRS, these reclassified financial statements present a number of indicators and items derived from them, even when they are not required by the above standards and are, therefore, identifiable as APIs. In this regard, the "Reconciliation of the reclassified and statutory financial statements", included in the "Financial review for the Atlantia Group" presents the reconciliation of the reclassified financial statements with the corresponding statutory financial statements included in the same section.

The APIs shown in this Interim Report for the six months ended 30 June 2019 are the same as those presented in the Annual Report for 2018, which includes detailed information on the composition of the APIs and the computation methods used by the Atlantia Group.

Finally, a number of the APIs in the "Financial review for the Atlantia Group" are presented after applying certain adjustments in order to provide a consistent basis for comparison over time (in the sections, "Like-for-like financial indicators" and "Pro forma like-for-like changes") or in application of a different financial statement presentation deemed to be more effective in describing the financial performance of specific activities of the Atlantia Group (in the section, "Adjusted consolidated results of operations and financial position and reconciliation with reported consolidated amounts").

Group Financial review

Introduction

The financial review contained in this section includes and analyses the Atlantia Group's reclassified consolidated income statement, the consolidated statement of comprehensive income, the statement of changes in consolidated equity and the statement of changes in consolidated net debt for the first half of 2019, 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 2019, compared with the corresponding amounts as at 31 December 2018.

During preparation of the consolidated accounts for the first half of 2019, the international accounting standards (IFRS) approved by the European Commission and in force at 30 June 2019 were applied. In this regard, it should be noted that IFRS 16 - Leases was adopted for the first time from 1 January 2019. The new standard has introduced a single approach to accounting for lease arrangements, removing the distinction between operating and finance leases for the lessee. On first-time adoption, the Atlantia Group elected to avail itself of the practical expedient allowed by the standard, recognising the cumulative effects deriving from adoption of the standard in the statement of financial position as of 1 January 2019, without any change in the comparative income statement. This resulted in an increase of €137 million in non-current non-financial assets, an increase of €116 million in non-current financial liabilities and an increase of €21 million in current financial liabilities, as described in greater detail in the section, "Consolidated financial position". A description of the key assumptions used on first-time adoption of the new accounting standard is provided in note 3, "Accounting standards and policies", in section 3, "Condensed consolidated interim financial statements".

The Atlantia Group's scope of consolidation as at 30 June 2019 is unchanged with respect to 31 December 2018. However, the Spanish operator, Autopistas Trados-45, has been consolidated on a line-by-line basis for the first time following the acquisition of control in the first half of 2019. In addition, whilst not having an impact on the scope of consolidation, as provided for in the related partnership agreements, the merger of Abertis Participaciones with and into Abertis Infraestructuras was completed on 15 March 2019.

Compared with the scope of consolidation for the first half of 2018, amounts for the first half of 2019 include the contribution of the Abertis group, which was consolidated from the end of October 2018.

The reclassified consolidated income statement for the first half of 2018 includes certain differences with respect to the information published in the interim report for the six months ended 30 June 2018, in line with changes already adopted in the consolidated financial statements for the year ended 31 December 2018. These relate to the different classification of:

  • a) provisions and the uses of provisions for the repair and replacement of motorway infrastructure and provisions for risks and charges in EBITDA, increasing EBITDA for the first half of 2018 by €72 million, whilst EBIT is unchanged;
  • b) certain work on renewal of the motorway infrastructure operated by Società Italiana per il Traforo del Monte Bianco, deemed to improve the related financial statement presentation of this type of work, resulting in a decrease of €5 million in the "Operating change in provisions" in the first half of 2018, and therefore an increase of the same amount in "Provisions for renewal work and other adjustments".

With regard to the acquisition of the Abertis group, in line with the approach adopted in preparing the consolidated financial statements for the year ended 31 December 2018 and as permitted by IFRS 3, it was deemed appropriate to continue to provisionally recognise the amounts for the assets and liabilities previously recognised in the Abertis group's IFRS consolidated financial statements, allocating the entire difference between these amounts and the purchase cost to goodwill (€16,774 million). Further details of the acquisition of Abertis Infraestructuras SA is provided in note 6, "Acquisitions and corporate actions" in section 3, "Condensed consolidated interim financial statements".

It should also be noted that, in March 2019, Atlantia entered into a derivative financial instrument called a "funded collar", involving 5.6 million shares in Hochtief (representing approximately 33% of the total shares held). The aim is to mitigate the shares' exposure to the risk that movements in the market price would take the share price below a floor and to benefit from increases in the share price up to a cap. The derivative is being used to secure a loan of €752 million with an average term to maturity of 6.5 years and with scheduled repayments between September 2024 and March 2026, potentially via the sale of the Hochtief shares at prices within the above range. This loan was used to repay (in April 2019) the Revolving Credit Facility obtained in July 2018 (with €675 million already drawn down in September 2018), thereby making the full amount of the facility (€1,250 million) once again available.

Finally, with regard to the collapse of a section of the Polcevera road bridge on the A10 Genoa-Ventimiglia motorway on 14 August 2018, additional provisions of €6 million were made in the first half of 2019, essentially to cover compensation for victims' families and for the injured, thereby increasing the charges of €513 million before the effect on taxation (including €455 million in the form of provisions) reported in the financial statements as at 31 December 2018. In addition to these charges, the decision to exempt road users in the Genoa area from the payment of tolls during the first half of 2019 has resulted in a decrease in toll revenue of €10 million. The Company is continuing to provide support for the demolition and reconstruction of the road bridge and for the people and businesses directly affected by the collapse continues to be provided. In particular:

  • a) a total of €209 million has already been paid at the request of the Special Commissioner for Genoa, without prejudice to the reservations expressed in correspondence with the Commissioner and in the legal challenges brought (including €154 million for demolition and reconstruction of the road bridge, €40 million as a remaining advance payment for the start-up of work and €15 million in VAT);
  • b) the amount of €33 million was paid in compensation for the families of the victims and the injured, as well as to cover legal expenses, with this sum already included in the provisions made as at 31 December 2018.

Insurance proceeds of €38 million were also recognised in "Other operating income" for the first half of 2019, following agreement entered into with the Group's insurance company in the first half of 2019 regarding quantification of the amount payable to Autostrade per l'Italia solely under existing third-party liability insurance policies for the Polcevera road bridge.

The Group did not enter into non-recurring, atypical or unusual transactions, either with third or related parties, having a material impact on the consolidated accounts in either of the comparative periods.

Like-for-like financial indicators

The following table shows the reconciliation of like-for-like consolidated amounts for gross operating profit (EBITDA), profit for the period, profit for the period attributable to owners of the parent and operating cash flow, as defined in the section, "Alternative performance indicators", and the corresponding amounts presented in the reclassified consolidated income statement and the statement of changes in net debt.

H1 2019
H1 2018
GROSS PROFIT FOR THE GROSS PROFIT FOR THE
€M Note G PROFIT
(EBITDA)
OPERATIN PROFIT FOR THE
PERIOD
PERIOD
ATTRIBUTABLE
TO OWNERS OF
THE PARENT
OPERATIN
G CASH
FLOW
G PROFIT
(EBITDA)
OPERATIN PROFIT FOR THE
PERIOD
PERIOD
ATTRIBUTABLE
TO OWNERS OF
THE PARENT
OPERATIN
G CASH
FLOW
Reported amounts (A) 3,552 1,147 777 2,559 1,820 618 531 1,263
Adjustments for non like-for-like items
Change in scope of consolidation and charges pertaining to (1) 1,777 523
corporate transactions 274 1,374 -7 -14 -14 -36
Exchange rate movements (2) -9 -5 -3 -9
Impact connected with collapse of a section of the Polcevera road
bridge
(3) 16 11 ರಿ -149
Change in discount rate applied to provisions (4) -44 -41 -33 10 7 6
Impact of application of IFRS 16 - Leases (5) 5 -1 বা
Concession fees incurred by Stalexport group (6) -11 -11 -7 -11
Sub-total (B) 1,734 476 240 1,209 3 -7 -8 -36
Like-for-like amounts (C) = (A)-(B) 1,818 6761 537 1,350 1,817 625 530 1,299

Notes:

The term "like-for-like basis", used in the analysis of changes in certain consolidated financial indicators, refers to the fact that amounts for the comparative periods have been determined by eliminating the following:

  • (1) the contribution of the Abertis group, consolidated from the end of October 2018, for the first half of 2019, dividends declared by Hochtief and, for both comparative periods, the operating costs and financial expenses incurred in relation to the acquisition of the Abertis group, after the related taxation;
  • (2) for the first half of 2019 alone, the difference between foreign currency amounts for the first half 2019 for companies with functional currencies other than the euro, converted at average exchange rates for the period, and the matching amounts converted using average exchange rates for the same period of 2018;
  • (3) the decrease in toll revenue, insurance proceeds and expenses, after the related taxation, and the impact on operating cash flow of payment of a portion of the provisions already made as at 31 December 2018 in relation to the collapse of a section of the Polcevera road bridge;
  • (4) for both comparative periods, the after-tax impact of the difference in the discount rates applied to the provisions accounted for among the Atlantia Group's liabilities;
  • (5) for the first half of 2019 alone, the after-tax impact on operating costs, depreciation and financial expenses of first-time adoption of the new accounting standard IFRS 16 - Leases;
  • (6) for the first half of 2019, the operating costs linked to the accrued amount payable for the period under a profit-sharing mechanism and that the Polish operator, Stalexport Autostrada Malopolska, must, for the first time, hand over to the Grantor under specific agreements in the concession arrangement.

Consolidated results of operations

"Operating revenue" for the first half of 2019 totals €5,604 million, up €2,701 million compared with the first half of 2018 (€2,903 million). Excluding the Abertis group's contribution, consolidated from the end of October 2018, operating revenue is up €109 million (4%).

"Toll revenue" of €4,493 million is up €2,467 million on the first half of 2018 (€2,026 million). Net of the impact of exchange rate movements, which had a negative impact of €12 million, and the Abertis group's contribution, amounting to €2,414 million, toll revenue is up €65 million, primarily due to the following:

  • a) traffic growth on the Italian network (up 1.0%), boosting revenue by an estimated €22 million after also taking into account the positive impact of the different traffic mix;
  • b) an improved contribution from overseas operators (up €44 million), linked to both the application of toll increases and traffic growth registered by the operators in Chile (up 6.1%), Brazil (up 5.9%) and Poland (up 1.6%).

"Aviation revenue" of €394 million is up €7 million (2%) compared with the first half of 2018 (€387 million), primarily due to traffic growth at Aeroporti di Roma (passenger traffic up 2.0%).

"Other operating revenue", totalling €717 million, is up €227 million compared with the first half of 2018 (€490 million). Excluding the Abertis group's contribution, amounting to €178 million, other operating income is up €49 million, essentially due to the above recognition, in the first half of 2019, of insurance proceeds of approximately €38 million received by Autostrade per l'Italia under third-party liability insurance policies in relation to the events of 14 August 2018. The increase also reflects growth in contract work carried out by Pavimental for external customers.

INCREASE/ (DECREASE)
€M H1 2019 H1 2018 ABSOLUTE %
Toll revenue 4,493 2,026 2,467 n.s.
Aviation revenue 394 387 7 2
Other operating revenue 717 490 227 46
Total operating revenue 5,604 2,903 2,701 ਰੇਤੇ
Cost of materials and external services and other expenses -1,138 -474 -664 n.s.
Intercompany margin on capital expenditure (3) 17 6 11 n.s.
Cost of materials and external services -1,121 -468 -653 n.s.
Concession fees -293 -247 -46 19
Net staff costs -743 -445 -298 67
Operating change in provisions 105 77 28 36
Total net operating costs -2,052 -1,083 -969 89
Gross operating profit (EBITDA) 3,552 1,820 1,732 વેટે
Amortisation, depreciation, impairment losses and reversals of
impairment losses
-1,225 -565 -660 n.s.
Operating change in provisions and other adjustments -60 -118 58 -49
Operating profit (EBIT) 2,267 1,137 1,130 ਰੇਰੇ
Financial income accounted for as an increase in financial assets
deriving from concession rights and government grants
137 37 100 n.s.
Financial expenses from discounting of provisions for construction
services required by contract and other provisions
-45 -22 -23 n.s.
Net other financial expenses -765 -278 -487 n.s.
Financial expenses capitalised as intangible assets deriving from
concession rights
12 3 9 n.s.
Share of profit/(loss) of investees accounted for using the equity method 5 -2 7 n.s.
Profit/(Loss) before tax from continuing operations 1,611 875 736 84
Income tax expense -454 -257 -197 77
Profit/(Loss) from continuing operations 1,157 618 239 87
Profit/(Loss) from discontinued operations -10 -10
Profit for the period 1,147 618 529 86
(Profit)/Loss attributable to non-controlling interests 370 87 283 n.s.
(Profit)/Loss attributable to owners of the parent 777 531 246 46
H1 2019 H1 2018 INCREASE/
(DECREASE)
Basic earnings per share attributable to the owners of the parent (€) 0.95 0.65 0.30
of which:
- from continuing operations
- from discontinued operations
0.96
-0.01
0.65 0.31
-0.01
Diluted earnings per share attributable to the owners of the parent (€) 0.95 0.65 0.30
of which:
- from continuing operations
- from discontinued operations
0.96
-0.01
0.65 0.31
-0.01

"Net operating costs" of €2,052 million are up €969 million compared with the first half of 2018 (€1,083 million).

The "Cost of materials and external services and other expenses", totalling €1,138 million, is up €664 million compared with the first half of 2018 (€474 million). This primarily reflects a combination of the following:

  • a) an increase in motorway maintenance costs at Autostrade per l'Italia, reflecting a greater volume of work on the network, partly in relation to the new and more complex tender procedures (launched in 2017), which resulted in delays to work in the first half of 2018;
  • b) the costs connected with the collapse of the Polcevera road bridge, almost entirely covered by use of the provisions made in the previous year;
  • c) the Abertis group's contribution (€491 million).

The "Intercompany margin on capital expenditure" in the first half of 2019 has resulted in income of €17 million, an increase of €11 million compared with the first half of 2018 (€6 million). This essentially reflects an increase in work on infrastructure operated under concession carried out by Pavimental.

"Concession fees" of €293 million are up €46 million compared with the first half of 2018 (€247 million). Excluding the Abertis group's contribution (€30 million), concession fees are up €16 million, primarily due to recognition of the accrued amount payable (€11 million) under a profit-sharing agreement entered into by the Polish operator, Stalexport Autostrada Maloposka, and which the operator is required hand over to the Grantor, for the first time, under specific agreements in the concession arrangement.

The "Operating change in provisions" in the first half of 2019 generated income of €105 million in the first half of 2019 (income of €77 million in the first half of 2018). Excluding the Abertis group's contribution (expense of €7 million), the operating change in provisions results in income that is €35 million higher than in the first half of 2018. This primarily reflects use of the provisions made by Autostrade per l'Italia in relation to initiatives undertaken following the collapse of a section of the Polcevera road bridge, partially offset by increased provisions made during the period essentially linked to a decrease in the interest rates used to discount provisions.

"Net staff costs" of €743 million are up €298 million (€445 million in the first half of 2018), primarily due to the Abertis group's contribution (€278 million) and an increase in the fair value of staff incentive plans, mainly linked to the positive performance of Atlantia's share price in the first half of 2019.

"Gross operating profit" (EBITDA) of €3,552 million is up €1,732 million compared with the first half of 2018 (€1,820 million). On a like-for-like basis, EBITDA is up €1 million.

"Amortisation, depreciation, impairment losses and reversals of impairment losses", totalling €1,225 million, are up €660 million compared with the first half of 2018 (€565 million), primarily reflecting the Abertis group's contribution (€635 million).

"Provisions for renewal work and other adjustments", amounting to €60 million, are down €58 million compared with the same period of the previous year (€118 million). This primarily reflects an updated estimate, in the first half of 2018, of the present value of future renewal work to be carried out on the infrastructure operated under concession by Aéroports de la Côte d'Azur.

"Operating profit" (EBIT) of €2,267 million is up €1,130 million (99%) compared with the first half of 2018 (€1,137 million), linked to consolidation of the Abertis group.

"Financial income recognised as an increase in financial assets deriving from concession rights and government grants" amounts €137 million, an increase of €100 million compared with the first half of 2018 (€37 million). This reflects the contribution of certain Spanish and Chilean motorway operators in the Abertis group (€100 million) who have significant financial assets resulting from amounts due from their respective grantors.

Financial expenses from discounting of provisions for construction services required by contract and other provisions" amount to €45 million, an increase of €23 million compared with the first half of 2018 (€22 million), essentially reflecting the Abertis group's contribution (€19 million).

"Net other financial expenses" of €765 million are up €487 million compared with the first half of 2018 (€278 million), essentially reflecting a combination of the following:

  • a) the financial expenses incurred by the Abertis group and Abertis HoldCo (€530 million), including financial expenses on the acquisition financing used to fund the acquisition of control of Abertis;
  • b) an increase in the cost of derivative financial instruments (€41 million) at Atlantia and Autostrade per l'Italia, relating to the cost of stabilising the cost of debt over time, and primarily linked to fair value losses on certain derivatives and the recognition of differentials on Interest Rate Swaps;
  • c) recognition in the first half of 2019 of dividends declared by Hochtief, totalling €63 million;
  • d) a decrease in interest expense (€18 million) following repayment, in November 2018, of retail bonds issued by Atlantia.

"Capitalised financial expenses" of €12 million are up €9 million compared with the first half of 2018 (€3 million), primarily due to the Abertis group's contribution.

The "Share of (profit)/loss of investees accounted for using the equity method" amounts to a profit of €5 million, an improvement of €7 million compared with the first half of 2018 (a loss of €2 million).

Total "Income tax expense" amounts to €454 million, an increase of €197 million compared with the first half of 2018 (€257 million), reflecting the Abertis group's contribution.

"Profit from continuing operations" amounts to €1,157 million, up €539 million compared with the first half of 2018 (€618 million), with €522 million contributed by the Abertis group.

"Profit for the period", amounting to €1,147 million, is up €529 million compared with the first half of 2018 (€618 million), essentially reflecting the Abertis group's contribution (€513 million). On a like-forlike basis, profit for the period is up €46 million (7%).

"Profit for the period attributable to owners of the parent", amounting to €777 million, is up €246 million compared with the first half of 2018 (€531 million). On a like-for-like basis, profit for the period attributable to owners of the parent is broadly in line with the first half of 2018.

"Profit attributable to non-controlling interests" amounts to €370 million, an increase of €283 million compared with the first half of 2018 (€87 million). This primarily reflects the Abertis group's contribution (€259 million) and improved results at the Aeroports de la Cote d'Azur group, reflecting the negative impact, in the first half of 2018, of the updated estimate of the present value of future renewal work on airport infrastructure referred to above.

€M H1 2019 H1 2018
Profit for the period (A) 1,147 618
Fair value gains/(losses) on cash flow hedges -617 -61
Tax effect of fair value gains/(losses) on cash flow hedges 166 17
Fair value gains/(losses) on net investment hedges -53
Tax effect of fair value gains/(losses) on net investment hedges ਹਤ
Gains/(Losses) from translation of assets and liabilities of consolidated companies
denominated in functional currencies other than the euro
ರಿ8 -158
Gains/(Losses) from translation of investments accounted for using the equity method
denominated in functional currencies other than the euro
-J
Components of comprehensive income of investments accounted for using the equity
method
-40
Other comprehensive income/(loss) for the period
reclassifiable to profit or loss
(B) -433 -203
Gains/(Losses) from actuarial valuations of provisions for employee benefits -1
Tax effect of gains/(losses) from actuarial valuations of provisions for employee benefits
(Losses)/Gains on fair value measurement of investments -179
Tax effect on (losses)/gains on fair value measurement of investments 2
Gains/(Losses) on fair value measurement of fair value hedges 141
Tax effect of gains/(losses) on fair value measurement of fair value hedges -J
Other comprehensive income/(loss) for the period
not reclassifiable to profit or loss
(C) -38
Reclassifications of other components of comprehensive
income to profit or loss for the period
(D) 23 2
Tax effect of reclassifications of other components of comprehensive
income to profit or loss for the period
(E) -4
Total other comprehensive income/(loss) for the period (F=B+C+D+E) -452 -201
of which relating to discontinued operations 2
Comprehensive income for the period (A+F) 695 417
Of which attributable to owners of the parent 374 407
Of which attributable to non-controlling interests 321 10

The "Other comprehensive loss for the period", after the related taxation, amounts to €452 million for the first half of 2019 (a loss of €201 million for the first half of 2018). This primarily reflects a combination of the following:

  • a) an increase in fair value losses on cash flow hedges, after the related taxation, totalling €451 million, primarily due to a sharp decrease in interest rates in the first half of 2019;
  • b) the after-tax loss resulting from fair value measurement of the investment in Hocthief, amounting to €177 million;
  • c) gains on the translation of the assets and liabilities of consolidated companies denominated in functional currencies other than the euro, totalling €98 million, primarily due to increases in the

value of the Brazilian real and Chilean peso against the euro as at 30 June 2019 compared with 31 December 2018, in contrast with what occurred in the first half of 2018;

d) an after-tax increase in the fair value gain on the funded collar entered into by Atlantia (€140 million) using its shareholding in Hochtief.

Consolidated financial position

As at 30 June 2019, "Non-current non-financial assets" of €63,240 million are down €416 million compared with 31 December 2018 (€63,656 million).

"Property, plant and equipment" of €814 million is up €118 million compared with 31 December 2018 (€696 million). This primarily reflects the recognition of right-of-use assets (€137 million), following first-time adoption of IFRS 16 - Leases from 1 January 2019, as mentioned in the "Introduction". These assets relate to the lease contracts to which Atlantia group companies are party and are recognised with a matching entry in financial liabilities.

"Intangible assets" total €57,366 million (€57,627 million as at 31 December 2018) and essentially relate to the Atlantia Group's concession rights, amounting to €35,537 million. This amount includes the recognition, on a provisional basis, of goodwill resulting from the different between the purchase cost and the assets acquired and liabilities assumed as a result of the acquisition of the Abertis group (€16,774 million), in addition to goodwill recognised as at 31 December 2003, following acquisition of the majority shareholding in the former Autostrade – Concessioni e Costruzioni Autostrade SpA (€4,383 million).

The decrease of €261 million in intangible assets is primarily due to the following:

  • a) amortisation for the period (€1,125 million);
  • b) investment during the period in construction services for which additional economic benefits are received, totalling (€393 million);
  • c) an increase due to the effect of currency translation differences recognised as at 30 June 2019, amounting to €218 million, essentially due to the fall in the value of the euro against the Brazilian real and Chilean peso at the end of the period;
  • d) the contribution of Autopistas Trados-45 (€147 million) following the acquisition of control of this company in the first half of 2019;
  • e) an increase in intangible assets deriving from concession rights due to construction services for which no additional benefits are received (€66 million), following an updated estimate of the present value on completion of investment to be carried out through to the end of the concession, essentially attributable to Autostrade per l'Italia.

"Investments", totalling €3,283 million, are down €314 million compared with 31 December 2018 (€3,597 million), primarily reflecting:

  • a) the loss (€179 million) resulting from fair value measurement of the investment in Hochtief, recognised in other comprehensive income;
  • b) elimination of the carrying amount of Autopistas Trados-45 (€65 million) following the acquisition of control of this company and its resulting line-by-line consolidation;
  • c) a decrease in the carrying amount of the investment in Getlink (€60 million) following the collection of dividends during the period and measurement of the investment using the equity method in the first half of 2019.

"Deferred tax assets" of €1,695 million are up €88 million compared with 31 December 2018 (€1,607 million). This primarily reflects the increase recognised in other comprehensive income as a result of the increase in fair value losses on cash flow hedges (€166 million), partially offset by the release of deferred tax assets on the deductible portion of the goodwill recognised only for tax purposes by Autostrade per l'Italia as a result of the contribution in 2003 (€50 million).

€M 30 June 2019 31 December 2018 INCREASE/
(DECREASE)
Non-current non-financial assets
Property, plant and equipment 814 ର୍ବିଚିର୍ତ 118
Intangible assets 57,366 57,627 -261
Investments 3,283 3,597 -314
Deferred tax assets 1.695 1.607 88
Other non-current assets 82 129 -47
Total non-current non-financial assets (A) 63,240 63,656 -416
Working capital
Trading assets 2,846 2,387 459
Current tax assets 805 899 -94
Other current assets 288 603 -15
Non-financial assets held for sale or related to discontinued operations 1,456 1,522 -66
Current portion of provisions for construction services required by contract -660 -428 -232
Current provisions -1,137 -1,324 187
Trading liabilities -2,233 -2,140 -93
Current tax liabilities -329 -233 -96
Other current liabilities -1,226 -1,239 13
Non-financial liabilities related to discontinued operations -210 -223 13
Total working capital (B) -100 -176 76
Gross invested capital (C=A+B) 63,140 63,480 -340
Non-current non-financial liabilities
Non-current portion of provisions for construction services required by contract -2,573 -2.787 214
Non-current provisions -2,749 -2,658 -91
Deferred tax liabilities -3,216 -3,238 22
Other non-current liabilities -328 -534 206
Total non-current non-financial liabilities (D) -8,866 -9.217 351
NET INVESTED CAPITAL (E=C+D) 54,274 54.263 11
€M 30 June 2019 31 December 2018 INCREASE/
(DECREASE)
Equity attributable to owners of the parent 8,101 8,442 -341
Equity attributable to non-controlling interests 7.604 7,890 -286
Total equity (F) 15,705 16,332 -627
Net debt
Non-current net debt
Non-current financial liabilities 42,686 44,151 -1,465
Bond issues 23,039 20,872 2,167
Medium/long-term borrowings 17,564 21,731 -4,167
Non-current derivative liabilities 1,406 921 485
Other non-current financial liabilities 677 627 50
Non-current financial assets -4,870 -4,537 -333
Non-current financial assets deriving from concession rights -2,950 -2,824 -126
Non-current financial assets deriving from government grants -244 -283 39
Non-current term deposits -353 -350 -3
Non-current derivative assets -317 -144 -173
Other non-current financial assets -1,006 -936 -70
Total non-current net debt (G) 37,816 39,614 -1,798
Current net debt
Current financial liabilities 5,920 4,386 1,534
Bank overdrafts repayable on demand 10 10
Short-term borrowings 425 294 131
Current derivative liabilities за ਹੈ ਹ 28
Current portion of medium/long-term borrowings 4,575 3,271 1,304
Other current financial liabilities 546 495 ਦਾ
Financial liabilities related to discontinued operations 325 315 10
Cash and cash equivalents -3,707 -5.073 1,366
Cash in hand -2,979 -3,884 905
Cash equivalents -694 -1,148 454
Cash and cash equivalents
related to discontinued operations
-34 -41 7
Current financial assets -1,460 -996 -464
Current financial assets deriving from concession rights -561 -536 -25
Current financial assets deriving from government grants -77 -74 -3
Current term deposits -459 -245 -214
Derivati correnti con fair value positivo -2 2
Current derivative assets -97 -109 12
Current portion of other medium/long-term financial assets -245 -30 -215
Other current financial assets -21 -21
Total current net debt/(funds) (H) 753 -1,683 2,436
Total net debt (I=G+H) (1) 38,569 37,931 638
NET DEBT AND EQUITY (L=F+I) 54,274 54,263 11

"Working capital" reports a negative balance of €100 million compared with a negative balance of €176 million as at 31 December 2018, marking a decrease of €76million.

This primarily reflects a combination of the following:

  • a) an increase of €459 million in trading assets, reflecting the performance of motorway toll collection, essentially with regard to the Italian motorway operators;
  • b) a €187 million decrease in the current portion of provisions, essentially due to both the previously mentioned use of provisions for the repair and replacement of motorway infrastructure, reflecting work on reconstruction of the Polcevera road bridge, and the use of provisions to cover the cost of compensation payable to victims' families and for people injured as a result of the events of 14 August 2018;
  • c) a €232 million increase in the current portion of provisions for construction services required by contract, primarily due to the reclassification from the non-current portion of provisions for investment to be carried out in the next twelve months, partially offset by investment during the period in construction services for which no additional benefits are received;
  • d) a decrease of €190 million in net current tax assets, primarily due to Abertis Infraestructuras's recovery of current tax assets relating to 2017 and the recovery of current tax assets by a number of Chilean operators;
  • e) an increase in trading liabilities (€93 million), primarily linked to an increase in accounts payable to the operators of interconnecting motorways and in payables for tolls in the process of being settled, reflecting normal seasonal traffic trends.

"Non-current non-financial liabilities", totalling €8,866 million, are down €351 million compared with 31 December 2018 (€9,217 million). This is primarily due to the following:

  • a) the reclassification of provisions to the current portion of provisions for construction services required by contract (€290 million), partially offset by an updated estimate of the present value and of investment to be carried out through to the end of the concession (€66 million);
  • b) a decrease in other non-current liabilities (€206 million);
  • c) an increase in non-current provisions (€91 million).

As a result, "Net invested capital" totals €54,274 million (€54,263 million as at 31 December 2018).

"Equity attributable to owners of the parent and non-controlling interests" totals €15,705 million (€16,332 million as at 31 December 2018).

"Equity attributable to owners of the parent", totalling €8,101 million, is down €341 million compared with 31 December 2018 (€8,442 million). This essentially reflects a combination of the following:

  • a) dividends declared by Atlantia for 2018 (€736 million);
  • b) comprehensive income for the period €374 million), as described above.

"Equity attributable to non-controlling interests" of €7,604 million is down €286 million compared with 31 December 2018 (€7,890 million), essentially due to combination of the following:

  • a) the distribution of equity reserves to non-controlling shareholders declared by Abertis HoldCo (€432 million);
  • b) dividends paid by a number of Group companies that are not wholly owned subsidiaries, totalling €247 million;

  • c) comprehensive income for the period attributable to non-controlling interests (€321 million);
  • d) the contribution from the share attributable to non-controlling interests in Autopistas Trados-45 (€63 million), following the acquisition of control of this company and its line-by-line consolidation in the first half of 2019.

Statement of changes in consolidated equity

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
ISSUED CAPITAL CASH FLOW HEDGE RESERVE OF HEDGE RESERVE CURRENCIES OTHER
COMPANIES DENOMINATED IN
TRANSLATION OF
CONSOLIDATED
THAN THE EURO
RESERVE FOR
LIABILITIES OF
TRANSLATION
ASSETS AND
FUNCTIONAL
ACCOUNTED FOR USING
THE EQUITY METHOD DENOMINATED IN
FUNCTIONAL CURRENCIES OTHER
THAN THE EURO
MESTMENTS
SLATION OF
RESERVE FOR
GAINS/(LOSSES) ON
MEASUREMENT OF
RESERVE FOR
INVESTMENTS
FAIR VALUE
RESERVES AND
RETAINED
EARNINGS
OTHER
TREASURY
SHARES
INTERIM DIVIDEND
PROFIT/(LOSS) FOR
PERIOD AFTER
TOTAL EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS ATTRIBUTABLE IC
OWNERS OF THE
TOTAL EQUITY
CONTROLLING
INTERESIS
PARENT
AND TO N
Balance as at 31 December 2017 826 -109 -36 -303 -6 7,863 -169 706 8,772 2,991 11,763
Effect of application of IFRS 9 as at 1 January 2018 29 29 3 32
Balance as at 1 January 2018 826 -109 -36 -303 -6 7,892 -169 706 8.801 2,994 11,795
omprehensive income for the period -41 -83 531 407 10 417
wner transactions and other changes
Atlantia SpA's final dividend
(€0.65 per share)
-532 -532 -532
Transfer of profit/(loss) for previous period to retained
earnings
174 -174
Dividences paid by other Group companies to non-
controlling shareholders
-123 -123
Share-based incentive plans
Reclassifications and other changes L
Balance as at 30 June 2018 826 -150 -36 -386 -6 8,067 -168 531 8,678 2,881 11,559
Balance as at 31 December 2018 826 -185 -26 -455 -422 8,060 -167 818 8,442 7,890 16,332
omprehensive income for the period -348 -20 41 -38 -177 138 777 374 321 695
wner transactions and other changes
Atlantia SpA's final dividend
(€0.90 per share)
-49 -687 -736 -736
Transfer of profit/(loss) for previous period to retained
earnings
131 -131
Dividends paid by other Group companies to non-
controlling shareholders
-247 -247
Monetary revaluation (IAS 29) 13 13 51 64
Distribution of reserves and returns of capital to non-
controlling shareholders
-455 -455
Changes in scope of consolidation ૯૩ ез
Reclassifications and other changes -1 8 -19 -11
Balance as at 30 June 2019 826 -533 -39 -414 -43 -599 8,293 -167 777 8,101 7,604 15,705

The Group's net debt as at 30 June 2019 amounts to €38,569 million (€37,931 million as at 31 December 2018).

In the first half of 2019, Abertis Infraestructuras assumed €9,817 million in debt used to fund its acquisition from Abertis HoldCo via the distribution of equity reserves. In order to extend the average term of the financial liabilities, the company also proceeded to refinance the debt assumed and effect partial repayment, amounting to €5,127 million. This was done via the issue of bonds (€3,067 million), the use of new medium/long-term credit facilities (€717 million) and use of the cash generated by the sale of its investment in Cellnex.

"Non-current net debt", amounting to €37,816 million, is down €1,798 million compared with 31 December 2018 (€39,614 million) and consists of:

  • a) "Non-current financial liabilities" of €42,686 million, a decrease of €1,465 million compared with 31 December 2018 (€44,151 million), primarily reflecting:
    • 1) the reclassification to short-term of bonds and borrowings maturing by the end of the first half of 2020, totalling €3,192 million, repayment by Abertis Infraestructuras of a portion of the debt assumed as part of the above transaction, totalling €5,127 million, partial repayment by Abertis HoldCo of previous financing of €966 million;
    • 2) the issue of new bonds amounting to €3,918 million, primarily by Abertis Infraestructuras as part of the above refinancing and by a number of the Group's Chilean companies;
    • 3) new medium/long-term borrowings of €3,007 million, including the use of new credit facilities by Abertis HoldCo, totalling €966 million, as part of the above refinancing and partial repayment of previous credit facilities, the borrowing obtained by Atlantia, totalling €752 million, as part of the funded collar on its Hochtief shares and the use of new credit facilities by Abertis Infraestructuras, totalling €717 million, in relation to the above refinancing;
    • 4) an increase of €485 million in "Non-current derivative liabilities", reflecting the sharp fall in the interest rates applicable to hedging instruments as at 30 June 2019, compared with those used as at 31 December 2018;
    • 5) an increase of €116 million following first-time adoption of IFRS 16 Leases from 1 January 2019;
  • b) "Non-current financial assets" of €4,870 million, an increase of €333 million compared with 31 December 2018 (€4,537 million), essentially reflecting:
    • 1) the recognition of net fair value gains of €210 million on the funded collar described above;
    • 2) an increase of €126 million in financial assets deriving from concession rights, essentially due to income from discounting to present value.

"Current net debt" of €753 million has increased by €2,436 million compared with 31 December 2018, when current net funds amounted to €1,683 million. This debt consists of:

  • a) "Current financial liabilities" of €5,920 million, an increase of €1,534 million compared with 31 December 2018 (€4,386 million) due essentially to:
    • 1) the above reclassification to short-term of bonds and borrowings maturing by the end of the first half of 2020, totalling €3,192 million;
    • 2) an increase of €21 million following first-time adoption of IFRS 16 Leases from 1 January 2019;
    • 3) the repayment of medium/long-term borrowings of €1,212 million, including Atlantia's repayment of €675 million of the Revolving Credit Facility obtained in July 2018;
    • 4) the redemption of bonds (€667 million), essentially regarding Autostrade per l'Italia's redemption of bonds issued in 2012 (€593 million).
  • b) "Cash and cash equivalents" of €3,707 million, a decrease of €1,366 million compared with 31 December 2018 (€5,073 million). In addition to operating cash flows during the period, capital expenditure and the new borrowings and repayments of debt referred to above, the change reflects Atlantia's payment to shareholders of dividends for 2018 (€735 million), dividends paid to the noncontrolling shareholders of certain Group companies (€233 million), and the distribution of equity reserves by Abertis HoldCo to non-controlling shareholders, totalling €432 million;
  • c) "Current financial assets" of €1,460 million, an increase of €464 million compared with 31 December 2018 (€996 million), primarily reflecting an increase in term deposits (€214 million) and reclassification of the non-current portion, totalling €168 million.

The residual weighted average term to maturity of the Group's interest-bearing debt is five years and three months as at 30 June 2019.

69.3% of the Group's debt is fixed rate. After taking into account the related hedges, fixed rate debt represents 80.7% of the total. As at 30 June 2019, the weighted average cost of the Atlantia Group's medium/long-term borrowings, including differentials on hedging instruments, was 3.5% (reflecting the combined effect of the 3.0% paid by the companies operating in the euro area, the 5.4% paid by the Chilean companies and the 8.3% paid by the Brazilian companies).

As at 30 June 2019, the Group has cash reserves totalling €13,284 million, consisting of:

  • a) €3,707 million in cash and cash equivalents;
  • b) €812 million in term deposits allocated primarily to part finance the execution of specific construction services and to service the debt of the Chilean companies;
  • c) €8,765 million in undrawn committed lines of credit, having an average residual term of approximately three years and five months and a weighted average residual drawdown period of approximately two years and eight months.

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 €43,439 million as at 30 June 2019 (€42,468 million as at 31 December 2018).

Consolidated cash flow

"Net cash from operating activities" amounts to €2,282 million for the first half of 2019, marking an increase of €1,028 million compared with the first half of 2018 (€1,254 million). The improvement primarily reflects a combination of the following:

  • a) an increase in operating cash flow of €1,296 million, mainly due to the Abertis group's contribution, amounting to €1,370 million. On a like-for-like basis, operating cash flow is up €51 million (4%) on the first half of 2018, primarily due to an increase in cash from operating activities (EBITDA after adjusting for non-cash items);
  • b) an increase in the cash outflow due to changes in operating capital in the first half of 2019 compared with the first half of 2018, primarily reflecting an increase in trading assets linked essentially to the performance of the collection of motorway tolls, above all with reference to the Italian operators.

"Cash used for investment in non-financial assets" amounts to €717 million (€1,430 million in the first half of 2018), primarily due to:

  • a) capital expenditure after the related government grants, totalling €815 million, including €282 million contributed by the Abertis group;
  • b) an increase of €58 million in financial assets deriving from concession rights related to capital expenditure, primarily attributable to certain Chilean operators.

The outflow in the first half of 2018 primarily included the acquisition of a 100% interest in Aero 1 Global & International Sàrl, which owns 15.49% of Getlink, for a total of €1,056 million and capital expenditure after the related government grants, totalling €377 million.

"Net equity cash outflows" amount to €1,438 million, reflecting the final dividend declared by Atlantia (€736 million), dividends declared by a number of Group companies and payable to non-controlling shareholders (€247 million) and the distribution of equity reserves by Abertis HoldCo (€432 million). The outflow in the first half of 2018, totalling €654 million, mainly included the final dividend for 2017 declared by Atlantia and dividends declared by a number of Group companies and payable to noncontrolling shareholders (€655 million).

There was also an increase in net debt of €765 million in the first half of 2019, essentially due to an increase in fair value losses on hedging instruments (€529 million), mainly reflecting a sharp fall in decrease in interest rates during the period, and the impact of first-time adoption of IFRS 16 - Leases (€137 million).

The overall impact of the above cash flows has resulted in an increase in net debt of €638 million, compared with an increase of €848 million in the first half of 2018.

Statement of changes in consolidated net debt (*)

CM H1 2019 H1 2018
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Profit for the period 1,147 618
Adjusted by:
Amortisation and depreciation 1,225 565
Operating change in provisions, excluding uses of provisions for renewal of assets held under concession -105 42
Financial expenses from discounting of provisions for construction services required by contract and other 45 22
provisions
Impairment losses/(Reversals of impairment losses) on financial assets and investments accounted for at fair
value 31
Dividends received and share of (profit)/loss of investees accounted for using the equity method 35 32
Impairment losses/(Reversals of impairment losses) and adjustments of current and non-current assets 10
(Gains)/Losses on sale of non-current assets -J
Net change in deferred tax (assets)/liabilities through profit or loss 16 20
Other non-cash costs (income) 156 -36
Operating cash flow 2,559 1,263
Change in operating capital -414 -181
Other changes in non-financial assets and liabilities 137 172
Net cash generated from/(used in) operating activities (A) 2,282 1,254
NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETS
Investment in assets held under concession -687 -338
Purchases of property, plant and equipment -94 -20
Purchases of other intangible assets -34 -19
Capital expenditure -875 -377
Government grants related to assets held under concession বা
Increase in financial assets deriving from concession rights (related to capital expenditure) లిజ ਹੈ ਹ
Purchases of investments -4 -10
Investment in consolidated companies, including net debt assumed -16 -1,056
Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments e 1
Net change in other non-current assets 50 1
Net cash from/(used in) investment in non-financial assets (B) -717 -1,430
NET EQUITY CASH INFLOWS/(OUTFLOWS)
Dividends declared by Atlantia and Group companies and payable to non-controlling shareholders -083 -655
Proceeds from exercise of rights under share-based incentive plans 1
Distribution of reserves and return of capital to non-controlling shareholders -455
Net equity cash inflows/(outflows) (C) -1,438 -654
Increase/(Decrease) in cash and cash equivalents during period (A+B+C) 127 -830
Change in fair value of hedging derivatives -529 -61
Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) -20 37
Effect of foreign exchange rate movements on net debt and other changes -79 6
Impact of first-time adoption of IFRS 16 as at 1 January 2019 -137
Other changes in net debt (D) -765 -18
Increase/(Decrease) in net debt for period (A+B+C+D) -038 -848
Net debt at beginning of period -37,931 -9,496
Net debt at end of period -38,569 -10,344

Reconciliation of the reclassified and statutory financial statements

Reconciliations of the reclassified financial statements presented above with the statutory income statement, statement of financial position and statement of cash flows prepared under international financial reporting standards (IFRS), and presented in the condensed consolidated interim financial statements as at and for the six months ended 30 June 2019, are included below.

Reconciliation of the consolidated income statement with the reclassified consolidated income statement

H1 2019 H1 2018
Reconcillation of items Reported basis Reclossified bosis Reported basis Reclassified basis
Ref Sub-items Main entries Ref. Sub-items Main entries Ref. Sub-items Ref. Sub-items Main entries
Toll revenue
Aviation revenue
4.493 4.493
394
2.026 2.026
387
Revenue from construction services 394
451
387
158
Revenue from construction services - government grants and cost of materials and (B) 414 (B) 135
external services
Capitalised staff costs - construction services for which additional economic benefits are
(b) (D)
received 25 20
Revenue from construction services: capitalised financial expenses
Other revenue
(c)
(d)
12 717 (c)
(d)
3 490
Other operating income (d) 717 (d) 490
Total revenue
TOTAL OPERATING REVENUE
6.055 5,604 3.061 2,903
Raw and consumable materials -320 -320 -159 -159
Service costs -1.225 -1.225 -540 -540
Gain/(Loss) on sale of elements of property, plant and equipment 1 1 1 1
Other operating costs
Concession fees
(e) -484
-293
(e) -300
-247
Lease expense -16 -16 -11 -11
Other costs -176 -176 -42 -42
Other capitalised operating costs 1 1
Use of provisions for construction services required by contract
Revenue from construction services: government grants and capitalised cost of materials
0
(a)
178 (0)
(a)
115
and external services 414 135
Use of provisions for renewal of assets held under concession
COST OF MATERIALS AND EXTERNAL SERVICES
(h) 22 (h) 33 -468
CONCESSION FEES (e) -1,121
-293
(c) -247
Staff costs (1) -804 (1) -497
NET STAFF COSTS (b+f+k) -743 (b+f+k) -445
OPERATING CHANGE IN PROVISIONS (g+l) 105 (g+l) 77
TOTAL NET OPERATING COSTS -2.052 -1,083
GROSS OPERATING PROFIT (EBITDA) 3,552 1,820
PROVISIONS FOR RENEWAL WORK AND OTHER ADJUSTMENTS -60 -118
Operating change in provisions 77 -8
(Provisions)/ Uses of provisions for repair and replacement of motorway infrastructure (8) 126 (E) 84
(Provisions)/ Uses of provisions for renewal of assets held under concession -50 -28 -50 -118 -85
Provisions for renewal of assets held under concession
Use of provisions for renewal of assets held under concession
(b) 22 (0) 33 -118
Provisions for risks and charges (0) -21 (1) -7
(Impairment losses)/Reversals of impairment losses (m) -10 (m)
Use of provisions for construction services required by contract 178 214 115 147
Use of provisions for construction services required by contract
Capitalised staff costs - construction services for which no additional economic benefits
S
(K)
(1)
(H)
are received 36 32
Amortisation and depreciation
Depreciation of property, plant and equipment
(0) -1,225
-100
(U) ଚରେ
-35
Amortisation of intangible assets deriving from concession rights -1,069 494
Amortisation of other intangible assets -56 36
(Impairment losses)/Reversals of impairment losses -10
(Impairment losses)/Reversals of impairment losses (m) -10 (m)
AMORTISATION, DEPRECIATION, IMPAIRMENT LOSSES AND REVERSALS OF -1,225 (0) -565
IMPAIRMENT LOSSES
TOTAL COSTS -3,776 -1,921
OPERATING PROFIT/(LOSS) 2,279 1,140
OPERATING PROFIT/(LOSS) (EBIT) 2,267 1,137
Financial income 422 186
Financial income accounted for as an increase in financial assets deriving from concession 137 37
rights and government grants 137 37
Dividends received from investees accounted for at fair value
Other financial income
(n)
(0)
70
215
(n)
(0)
145
Financial expenses -1.132 -463
Financial expenses from discounting of provisions for construction services required by -45 -45 .22 -22
contract and other provisions
Other financial expenses
(p) -1.087 (p) -441
Foreign exchange gains/(losses) (q) 37 (d) 14
Other financial expenses, after other financial income (n+o+p+q) -765 (n+o+p+q) -278
Capitalised financial expenses on intangible assets deriving from comcession rights (c) 12 (c)
FINANCIAL INCOME/(EXPENSES) -673 -263
Share of (profit)/loss of investees accounted for using the equity method 5 5 -2 -2
PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS 1,611 1,611 875 875
Income tax (expense)/benefit 454 -454 -257 -257
Current tax expense -473 -244
Differences on tax expense for previous years રૂડ્ 8
Deferred tax income and expense -16 -21
PROFIT/(LOSS) FROM CONTINUING OPERATIONS 1,157 1,157 618 618
Profit/(Loss) from discontinued operations -10 -10
PROFIT FOR THE PERIOD 1,147 1,147 678 618
of which:
Profit attributable to owners of the parent 777 777 531 531
Profit attributable to non-controlling interests 370 370 87 87
CM 30 June 2019 31 December 2018
Reconciliation of items Reported basis Reclossified basis Reported basis Reclassified bosis
Ref Main entries Ref Main entries Ref Main entries Ref Main entries
Non-current non-financial assets
Property, plant and equipment (8) 814 814 (a) Cae દિશ
Intangible assets
Investments
(b) 57,366
3,283
57,366
3,283
(b) 57.627
3,597
57,62
3,59
Deferred tax assets (c)
(d)
1,695 1,695 (c)
(d)
1,607 1,60
Other non-current assets (e) 82 82 (e) 128 12
Total non-current non-financial assets (A) 63.240 63.65
Working capital
Trading assets (0 2,846 2,846 (D 2,387 2,38
Current tax assets (E) 805 805 (દ) 800 89
Other current assets (h) 588 888 (h) 603 60
Non-financial assets held for sale or related to discontinued
operations
(w) 1,456 (w) 1,52
Current portion of provisions for construction services required (D) -660 -660 (1) -428 -42
by contract
Current provisions
0 -1,137 -1.137 0) -1.324 -1.32
Trading liabilities (K) -2,233 -2.233 (K) -2.140 -2.14
Current tax liabilities (0) -329 -329 (1) -233 -23
Other current liabilities (m) -1,226 -1.226 (m) -1,239 -1.23
Non-financial liabilities related to discontinued operations (x) -210 (x) -22
Total working capital (B) -100 -176
Gross invested capital (C=A+B) 63,140 63,480
Non-current non-financial liabilities
Non-current portion of provisions for construction services (n) -2,573 -2,573 (n) -2.787 -2.78
required by contract
Non-current provisions
Deferred tax liabilities
(0)
(p)
-2,749
-3,216
-2,749
-3.216
(o)
(p)
-2,658
3,238
-2,65
3,23
Other non-current liabilities (q) -328 -328 (q) -534 -53
Total non-current non-financial liabilities (D) -8,866 -9,217
Net invested capital (E=C+D) 54,274 54,263
Total equity (F) 15.705 15.705 16,332 16,332
Net debt
Non-current net debt
Non-current financial liabilities (r) 42,686 42,686 (r) 44,151 44,15)
Non-current financial assets (3) -4,870 -4,870 (3) -4,537 -4,53
Total non-current net debt (G) 37,816 39.614
Current net debt
Current financial liabilities (t) 5,595
10
5,920
10
(8) 4,071 4,38
Bank overdrafts repayable on demand
Short-term borrowings
425 425 294 294
Current derivative liabilities 39 39 11 12
Current portion of medium/long-term borrowings 4,575 4,575 3,271 3,271
Other current financial liabilities 546 546 495 495
Current financial liabilities related to discontinued operations (y) 325 (y) 315
-3,673 -3,707 -5,032 -5.073
Cash and cash equivalents
Cash in hand
(U) 2,979 2,979 (u) 3,884 3,884
Cash equivalents -694 -694 -1,148 -1,148
Cash and cash equivalents related to discontinued operations (z) 34 (Z) -41
Current financial assets (V) -1,439 -1.460 (v) - ବିବିଟ - да
Current financial assets deriving from concession rights -561 -561 -536 536
Current financial assets deriving from government grants -77 77 74 -74
Current term deposits
Current derivative assets
-459 -459 -245
-2
-245
-2
Current portion of other medium/long-term financial assets 97 97 109 109
Other current financial assets -245 -245 30 -30
Financial assets held for sale or related to discontinued (z) -21
operations
Total current net debt (H) 753 -1.683
Total net debt (I=G+H) 38,569 37,931
Net debt and equity (L=F+I) 54,274 54,263
Assets held for sale or related to discontinued operations (-Z+W) 1.511 (-Z+W) 1.563
Liabilities related to discontinued operations (+yx) 535 (+yx) 538
TOTAL NON-CURRENT ASSETS (a+b+c+d+e-s) 68,110 (a+b+c+d+es) 68,193
TOTAL CURRENT ASSETS (f+g+h=u-v-z+w) 10,862 (f+g+h-u-v-Z+w) 11,480
TOTAL NON-CURRENT LIABILITIES (-n-o-p-g+r) 51,552 (-n-o-p-q+r) 53,368
TOTAL CURRENT LIABILITIES (-f-j-k-l-m+c+y-x) 11.715 (-i-j-k-l-m4t+y-x) 9,973

Reconciliation of the consolidated statement of financial position with the reclassified consolidated statement of financial position

Reconciliation of the statement of changes in consolidated net debt and the consolidated statement of cash flows

H1 2019 H1 2018
Reconciliation of items Note Consolidated
statement of cash
Tows
Changes in
consolidated net debt
Consolidated
statement of cash
TIOWS
Changes in
consolidated net debt
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Profit for the period 1,147 1,147 e18 e18
Adjusted by:
Amortisation and depreciation 1.225 1.225 565 565
Operating change in provisions, after use of provisions for renewal of assets held under oorcession
ininancial expenses trom a scounting or provisions for construction services required by contract and other
105
45
-105
45
42
22
42
22
nrouleinn
Impairment losses/(Reversal of impairment losses) on financial assets and investments accounted for at cost or fair
value
31 31
Dividends received and share of (profit)/loss of investees accounted for using the equity method 35 35 32 32
Impairment losses/(Reversal of impairment losses) and adjustments of current and non-current assets 10 10
(Gains)/Losses on sale of non-current assets -1
Net change in deferred tax (assets)/liabilities through profit or loss 16 16 20 20
Other non-cash costs (income) 156 156 -38 -38
Operating cash flow 2,559 1,263
Change in operating capital (8) -414 -181
Other changes in non-financial assets and liabilities (p) 137 172
Change in working capital and other changes
Net cash generated from/(used in) operating activities (A)
(8+b) ·277
2,282
2,282 ಿತ
1,254
1.254
NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETS
Investment in assets held under concession -687 -687 -338 -338
Purchases of property, plant and equipment - Br -94 -20 -20
Purchases of other intangible assets -34 -34 -19 -19
Capital expenditure -815 -377
Government grants related to assets held under concession
Increase in financial assets deriving from concession rights (related to capital expenditure) ഉള 58 11 11
Purchase of investments 4 -10 -10
Cost of acquisition (c) -11 -22 -1,056 -1,056
Cash and cash equivalents acquired (q) ಸ್ತಾ ਦਰ
Net financial liabilities assumed, excluding cash and cash equivalents acquired (e) 64
Acquisitions of additional interests and/or investments in consolidated companies, net of cash acquired (c+d) 48 -1,056
Purchases of interests in consolidated companies, including net debt assumed
Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments
(c+d+e) -16
e
1 -1,056
1
Net change in other non-current assets 50 50 1
Net change in current and non-current financial assets (1) -601 -29
Net cash from/(used in) investment in non-financial assets (B) ( 2) -717 -1,430
Net cash generated from/(used in) investing activities (C) (1+8+e) -1,344 -1.459
NET EQUITY CASH INFLOWS/(OUTFLOWS)
Dividends declared by Atlantia and Group companies and payable to non-controlling shareholders
(h) -ਰੇਡੇੜ -655
Dividends paid (1) -868 -654
Proceeds from exercise of rights under share-based incentive plans ﻀﺆ
Distribution of reserves and returns of capital to non-controlling shareholders -455 -455
Net equity cash inflows/(outflows) (D) 1,438 654
Net cash (used)/generated during the period (A+B+D) 127 830
Issuance of bonds 3,922 ਰੇਤ
Increase in medium/long term borrowings (excluding lease liabilities) 3.028 201
Increase in lease liabilities 26
Bond redemptions -667 -37
Repayments of medium/long term borrowings (excluding lease liabilities) -7,290 -110
Repayments of lease liabilities
Net change in other current and non-current financial liabilities
-15
පිටි
-135
Net cash generated from/(used in) financing activities (E) -2,330 -641
Change in fair value of hedging derivatives 0) -229 -21
Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) (K) -20 37
Effect of foreign exchange rate movements on net debt and other changes (1) -79 6
Impact of first-time adoption of IFRS 16 as at 1 January 2019 -137
Other changes in net debt (F) -765 -18
Net effect of foreign exchange rate movements on net cash and cash equivalents (G) 16 -23
Increase/(decrease) in net debt for period (A+B+D+F) -638 -848
Net debt at beginning of period -37.931 -9.496
Net debt at end of period -38,569 -10,344
Increase/(Decrease) in cash and cash equivalents during period (A+C+E+G) -1,376 -869
NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5.073 5.613
NET CASH AND CASH EQUIVALENTS AT END OF PERIOD 3,697 4,744

Notes:

  • a) the "Change in operating capital" shows the change in trade-related items directly linked to the Group's ordinary activities (in particular: inventories, trading assets and trading liabilities);
  • b) the "Other changes in non-financial assets and liabilities" shows changes in items of a non-trading nature (in particular: current tax assets and liabilities, other current assets and liabilities, current provisions for construction services required by contract and other provisions);
  • c) "Cost of acquisitions" shows the cost incurred when purchasing investments in consolidated companies;
  • d) "Cash and cash equivalents acquired" includes the cash acquired as a result of the acquisition of consolidated companies;
  • e) the "Net financial liabilities assumed, excluding cash and cash equivalents acquired" include the net debt assumed as a result of the acquisition of consolidated companies;
  • f) the "Net change in current and non-current financial assets" is not shown in the "Statement of changes in consolidated net debt", as it does not have an impact on net debt;
  • g) "Net cash from/(used in) investment in non-financial assets" excludes changes in the financial assets and liabilities referred to in note f) that do not have an impact on net debt;
  • h) "Dividends declared by Atlantia and Atlantia Group companies and payable to non-controlling shareholders" regard the portion of dividends declared by the Parent Company and other Atlantia Group companies attributable to non-controlling interests, regardless of the reporting period in which they are paid;
  • i) "Dividends paid" refer to amounts effectively paid during the reporting period;
  • j) the amount represents the change in the fair value of hedging instruments, before the related taxation, as shown in the respective items in the consolidated statement of comprehensive income;
  • k) this item essentially includes financial income and expenses in the form of interest linked to loans requiring the repayment of principal and interest accrued at maturity; the financial assets are described in note 7.4 and the financial liabilities in note 7.15 to the condensed consolidated interim financial statements;
  • l) this item essentially includes the impact of exchange rate movements on financial assets (including cash and cash equivalents) and financial liabilities denominated in currencies other than the euro held by Atlantia Group companies.

Adjusted consolidated results of operations and financial position and reconciliation with reported consolidated amounts

The following section presents a number of ("adjusted") alternative performance indicators, calculated by excluding, from the corresponding reported alternative performance indicators in the reclassified consolidated income statement, the reclassified consolidated statement of financial position and the statement of changes in consolidated net debt (reported alternative performance indicators), the impact of application of the "financial model", introduced by IFRIC 12, by the Atlantia Group's operators who apply 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 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.

Following consolidation of the Abertis group from the end of October 2018, the adjustments to gross operating profit (EBITDA), operating cash flow and net debt also include amounts attributable to certain Chilean and Argentine operators that are part of the Abertis group and whose concession arrangements contain provisions similar to those described above.

The adjusted alternative performance indicators are presented with the sole aim of enabling analysts and the rating agencies to assess the Atlantia Group's results of operations and financial position using the basis of presentation normally adopted by them.

The adjustments applied to the alternative performance indicators based on reported amounts regard:

  • a) an increase in revenue to take account of the decrease (following collection) in financial assets deriving from concession rights accounted for in the statement of financial position, as a result of guaranteed minimum toll revenue and returns on investment;
  • b) an increase in revenue, corresponding to the portion of government grants accrued in relation to motorway maintenance and accounted for, in the statement of financial position, as a decrease in financial assets deriving from grants for investment in motorway infrastructure;
  • c) an increase in revenue, corresponding to the accrued portion of government grants collected in relation to investment in motorway infrastructure and accounted for, in the statement of financial position, as a decrease in financial assets deriving from grants for investment in motorway infrastructure;
  • d) the reversal of financial income deriving from the discounting to present value of financial assets deriving from concession rights (relating to guaranteed minimum toll revenue and returns on investment) and government grants for motorway maintenance, accounted as financial income in the income statement;
  • e) the elimination of financial assets recognised, in the statement of financial position, in application of the "financial model" introduced by IFRIC 12.
€M H1 2019 H1 2018
EBITDA Operating
cash flow
EBITDA Operating
cash flow
Reported amounts 3,552 2,559 1,820 1,263
Increase in revenue for guaranteed minimum revenue 112 112 42 42
Grants for motorway maintenance 19 19 9 9
Grants for investment in motorway infrastructure ਹੈ ਹੈ 1 1
Reversal of financial income deriving from discounting of
financial assets deriving from concession rights
-70 -20
Reversal of financial income deriving from discounting of
financial assets deriving from government grants for motorway
-1 -3
Total adjustments 132 58 52 29
Adjusted amounts 3.684 2.617 1.872 1,292

Reconciliation of adjusted and reported consolidated amounts

€M NET DEBT AS AT 30
JUNE 2019
NET DEBT AS AT 31
DECEMBER 2018
Reported amounts 38,569 37,931
Reversal of financial assets deriving from:
- takeover rights 409 408
- guaranteed minimum revenue 726 642
- grants for motorway maintenance 101 139
- other financial deriving from concession rights 349 394
Total adjustments 1,585 1,583
Adjusted amounts 40,154 39,514

Pro forma reclassified consolidated income statement

The following pro forma disclosure is provided in order to present the material effects of the acquisition of the Abertis group on the Atlantia Group's reclassified consolidated income statement down to "Gross operating profit" (EBITDA), had the transaction been effective from 1 January 2018, rather than from the end of October 2018. The assumptions used in preparation of the pro forma data are the same as those used and described in the Annual Report for 2018 ("Pro forma reclassified consolidated income statement").

The following statement presents:

  • a) the Atlantia Group's results for the first half of 2018, excluding the Abertis group's contribution, in the column headed "Atlantia";
  • b) the Abertis group's results for the first half of 2018, as restated on the basis of the accounting standards and policies applied by the Atlantia Group, in the column headed "Abertis";
  • c) the sum of the consolidated results of Atlantia and the Abertis group for the first half of 2018 in the column headed "Combined pro forma amounts";
  • d) the operating costs included in Atlantia's income statement for the first half of 2018, and linked to the subsequently completed acquisition of the Abertis group, in the column headed "Pro forma adjustments";
  • e) the pro forma reclassified consolidated results for the first half of 2018, following the acquisition, in the column headed "Atlantia pro forma".
CM ATLANTIA
H1 2018
(A)
ABERTIS
H1 2018
(B)
COMBINED
PRO FORMA AMOUNTS
H1 2018
(C) = (A) + (B)
PRO FORMA
ADJUSTMENTS
(D)
ATLANTIA
PRO FORMA
H1 2018
(E) = (C) - (D)
Total operating revenue 2.903 2,522 5.425 5.425
Total net operating costs -1.083 -849 -1.932 -7 -1.925
Gross operating profit (EBITDA) 1,820 1,673 3.493 -7 3,500

Comparison of the reclassified income statement for the first half of 2019 with pro forma amounts for the first half of 2018

ATLANTIA INCREASE/ (DECREASE)
€M H1 2019 PRO FORMA
H1 2018
ABSOLUTE %
Total operating revenue 5.604 5,425 179 3%
Total net operating costs -2,052 -1,925 -127 7%
Gross operating profit (EBITDA) 3,552 3.500 52 1%

"Operating revenue" for the first half of 2019 amounts to €5,604 million, an increase of €179 million (3%) compared with the first half of 2018 (€5,425 million).

"Net operating costs" amount to €2,052 million and are up €127 million on the first half of 2018 (€1,925 million).

"Gross operating profit" (EBITDA) of €3,552 million is up €52 million compared with the first half of 2018 (€3,500 million). On a like-for-like basis, EBITDA is up €127 million (4%).

Pro forma like-for-like changes

To present the pro forma scenario, the following table shows the reconciliation of like-for-like consolidated amounts, for the two comparative periods, for gross operating profit (EBITDA) extracted from the reclassified statement shown previously.

H1 2019 H1 2018
€M Note GROSS OPERATING
PROFIT (EBITDA)
GROSS OPERATING
PROFIT (PRO
FORMA EBITDA)
Reported amounts (A) 3,552 3,500
Adjustments for non like-for-like items
Change in scope (Via Paulista - Vianorte- Trados-45) (1) 13 14
Exchange rate movements (2) -32
Impact connected with collapse of a section of the Polcevera road bridge (3) 16
Charges pertaining to corporate transactions (4) -0
Change in discount rate applied to provisions (5) - पी 10
Impact of application of IFRS 16 - Leases (6) 15
Concession fees incurred by Stalexport group (0) -11
Impact of hyperinflation (IAS 29) (8) 1
Sub-total (B) -51 24
Like-for-like amounts (C) = (A)-(B) 3,603 3.476

Notes:

The term "like-for-like basis", used in the above consolidated financial review, indicates that amounts for comparative periods have been determined by eliminating the following:

  • (1) for the first half of 2019, the contributions of the Brazilian operator, Via Paulista, which began operating in January 2019 and of the Spanish operator, Trados-45, consolidated during the first half of 2019; for the first half of 2018, the contribution of the Brazilian operator, Vianorte, which terminated its concession arrangement in May 2018;
  • (2) for the first half of 2019 alone, the difference between foreign currency amounts for the first half 2019 for companies with functional currencies other than the euro, converted at average exchange rates for the period, and the matching amounts converted using average exchange rates for the same period of 2018;
  • (3) the decrease in toll revenue, insurance proceeds and expenses in relation to the collapse of a section of the Polcevera road bridge;
  • (4) for both comparative periods, the operating costs and financial expenses incurred in relation to the acquisition of the Abertis group;
  • (5) from consolidated amounts for both comparative periods, the after-tax impact of the difference in the discount rates applied to the provisions accounted for among the Atlantia Group's liabilities;
  • (6) for the first half of 2019 alone, the impact on operating costs, depreciation and financial expenses of first-time adoption of the new accounting standard IFRS 16 - Leases;
  • (7) for the first half of 2019, the operating costs linked to the accrued amount payable for the period under a profit-sharing mechanism and that the Polish operator, Stalexport Autostrada Malopolska, must, for the first time, hand over to the Grantor under specific agreements in the concession arrangement;
  • (8) for the first half of 2019, the impact of application of accounting standard IAS 29 Financial Reporting in Hyperinflationary Economies in response to inflation in Argentina.

Key performance indicators by operating segment

The Atlantia Group's operating segments are identified based on the information provided and analysed by Atlantia's Board of Directors, which represents the Group's chief operating decision maker, when taking decisions regarding the allocation of resources and assessing performance. In particular, the Board of Directors assesses the performance of the business in terms of business, geographical area of operation and the organisational structure of the various areas of business.

There are no changes in the structure of operating segments as at 30 June 2019 with respect to the situation presented in the Annual Report for 2018. As a result, the composition of operating segments is as follows:

  • a) Italian motorways: this includes the Italian motorway operators (Autostrade per l'Italia, Autostrade Meridionali, Tangenziale di Napoli, Società Italiana per Azioni per il Traforo del Monte Bianco, Raccordo Autostradale Valle d'Aosta and Autostrada Tirrenica), whose core business consists of the management, maintenance, construction and widening of the related motorways operated under concession. This operating segment includes Autostrade per l'Italia's subsidiaries (AD Moving, Giove Clear, Essediesse, Autostrade Tech), which provide support for the above Italian motorway operators;
  • b) Overseas motorways: this includes the activities of the companies holding motorway concessions in Brazil, Chile and Poland not controlled by the Abertis group, and the companies that provide operational support for these operators and the related foreign-registered holding companies. In addition, this segment includes the Italian holding company, Autostrade dell'Atlantico, which primarily holds investments in South America;
  • c) Italian airports: this includes the airports business of Aeroporti di Roma, which holds the concession to operate and expand the airports of Rome Fiumicino and Rome Ciampino, and its subsidiaries;
  • d) Overseas airports: this includes the airport operations of the companies controlled by Aéroports de la Côte d'Azur (ACA), the company that (directly or through its subsidiaries) operates the airports of Nice, Cannes-Mandelieu and Saint-Tropez and the international network of ground handlers, Sky Valet, in addition to the activities of Azzurra Aeroporti (the direct parent of ACA);
  • e) Abertis group: this includes the Spanish, French, Chilean, Brazilian, Argentine, Puerto Rican and Indian motorway operators and the companies that produce and operate tolling systems controlled by Abertis Infraestructuras, and the holding established in relation to its acquisition, Abertis HoldCo;
  • f) Atlantia and other activities: this segment essentially includes:
    • 1) the Parent Company, Atlantia, which operates as a holding company for its subsidiaries and associates whose business is the construction and operation of motorways, airports and transport infrastructure, parking areas and intermodal systems, or who engage in activities related to the management of motorway or airport traffic;
    • 2) Telepass and Electronic Transaction Consultants, the companies that produce and operate freeflow tolling systems, traffic and transport management systems and electronic payment systems;
    • 3) the companies whose business is the design, construction and maintenance of infrastructure, essentially carried out by Spea Engineering and Pavimental;
    • 4) Aereo I Global & International Sarl, the Luxembourg-registered investment vehicle that holds a 15.49% interest in Getlink.

Key performance indicators by operating segment

(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, "Financial review for the Atlantia Group".

(2) The amount for gross operating profit (EBITDA) for the first half of 2018 differs from the amount published in the Interim Report for 2018, reflecting the different basis of presentation for this indicator adopted with effect from the Annual Report for 2018 and described in detail in the "Financial review for the Atlantia Group".

Italian motorways (1)

The Group's Italian motorway operations generated operating revenue of €1,968 million in the first half of 2019, an increase of €67 million (4%) on the same period of 2018. Toll revenue of €1,761 million is up €21 million (1%) compared with the first half of 2018. The increase is primarily due to traffic growth of 1.0% and the positive impact of the different traffic mix(2) . The decision to exempt road users in the Genoa area from the payment of tolls has resulted in an estimated decrease in toll revenue of approximately €10 million in the first six months of 2019.

Other operating income is up €46 million and includes €38 million in insurance proceeds following agreement with the Group's insurance company regarding quantification of the amount payable to Autostrade per l'Italia solely under existing third-party liability insurance policies for the Polcevera road bridge.

EBITDA for the first half of 2019 amounts to €1,162 million, a decrease of €77 million (6%) compared with the same period of 2018. The result reflects the change in provisions for the repair and replacement of motorway infrastructure, influenced primarily by the performance of the interest rate used to discount the provisions to present value. This result in EBITDA is also due to increased maintenance work on Autostrade per l'Italia's network, partly reflecting new and more complex tender procedures (launched in 2017), which resulted in delays to work in the previous year.

Traffic

Traffic on the motorway network operated by Autostrade per l'Italia and its motorway subsidiaries is up 1.0% compared with the first half of 2018. The number of kilometres travelled by vehicles with 2 axles is up 0.6%, with the figure for those with "3 or more axles" up 3.5%.

The traffic performance was adversely affected by bad weather in May.

(2) Reflecting the different rates of increase for traffic in the individual categories of vehicle, each having their own pricing structure.

(1) The results of the Abertis group's Italian motorway businesses, presented on an aggregate basis in the operating segment named "Abertis group" and consolidated from the last two months of 2018, are not included.

Traffic performance

KM TRAVELLED (IN MILLIONS) (1)
OPERATOR VEHICLES WITH
2 AXLES
VEHICLES WITH
3+ AXLES
TOTAL
VEHICLES
% CHANGE
VERSUS H1 2018
Autostrade per l'Italia 19,357.6 3,442.3 22,799.9 1.1%
Autostrade Meridionali 821.7 13.5 835.2 -0.6%
Tangenziale di Napoli 461.7 8.0 469.7 0.1%
Autostrada Tirrenica 116.4 12.0 128.4 -0.5%
Raccordo Autostradale Valle d'Aosta 42.4 10.6 53.0 2.8%
Società Italiana per il Traforo del Monte Bianco 3.6 1.8 5.4 2.2%
Total 20,803.4 3,488.2 24,291.6 1.0%

(1) The data for May and June 2019 is provisional. Figures in millions of kilometres travelled, after rounding to the nearest decimal place.

Capital expenditure

Capital expenditure by Autostrade per l'Italia and its subsidiaries in the first half of 2019 amounts to €271 million.

€M H1 2019 H1 2018
Autostrade per l'Italia - projects in Agreement of 1997 101 82
Autostrade per l'Italia - projects in IV Addendum of 2002 57 43
Autostrade per l'Italia: other capital expenditure (including capitalised costs) 91 63
Other operators (including capitalised costs) 8 9
Total investment in infrastructure operated under concession 257 197
Investment in other intangible assets 8 6
Investment in property, plant and equipment 6 4
Total capital expenditure 271 207

Autostrade per l'Italia invested a total of €249 million in upgrading the network operated under concession in the first half of 2019. Following, the projects performed:

  • widening the A1 to three lanes between Barberino and Florence North and between Florence South and Incisa, where work is in progress on Lot 1 North;
  • construction of link roads serving the Municipality of Fano, connected with the widening of the A14 motorway to three lanes, already completed and opened to traffic;
  • work on the second phase of the Tunnel Safety Plan, with the aim of complying with the new requirements regarding fire prevention in Presidential Decree 151/11;
  • construction of the fourth free-flow lane for the A4 in the Milan area and improvements to feeder roads for the Tuscan stretch of the A1.

With regard to the new road and motorway system serving Genoa (the so-called "Gronda di Genova"), for which the final design was approved by the Grantor in September 2017, the detailed designs for all the 10

lots forming the project were submitted to the Ministry of Infrastructure and Transport between February and August 2018. To date, most of the work involved in preparing for the start-up of work has been completed (surveys, expropriations, the movement of existing services interfering with construction, etc.), the Group is still waiting for the Grantor's formal approval of the detailed designs.

A revised design for the Bologna Interchange was recently agreed on with the Ministry of Infrastructure and Transport, partly after talks with the relevant local authorities.

Overseas motorways (3)

The overseas motorways segment generated operating revenue of €341 million in the first half of 2019, up €33 million (11%) on the same period of 2018.

At constant exchange rates, operating revenue is up €45 million (15%), primarily reflecting toll increases and movements in traffic.

EBITDA of €256 million for the first six months of 2019 is up €19 million (8%) compared with the same period of 2018. At constant exchange rates and on a like-for-like basis, EBITDA is up €36 million (15%). Financial and operational data is provided below for each country.

Chile

Chilean operators' total operating revenue for the first six months of 2019 amounts to €192 million, up €30 million (19%) on the first half of 2018.

At constant exchange rates, revenue is up €36 million (22%), reflecting traffic growth, toll increases applied from January 2019 and, in the case of Costanera Norte and Vespucio Sur, an additional tariff component represented by a congestion charge. EBITDA of €141 million is up €28 million (25%) compared with the first half of 2018. At constant exchange rates, EBITDA is up €32 million (28%). Capital expenditure in the first six months of 2019 totals €63 million. In this regard:

(3) The results of the Abertis group's overseas motorway businesses, presented on an aggregate basis in the operating segment named "Abertis group" and consolidated from the last two months of 2018, are not included.

  • work began, in March 2019, on the last part of the Santiago Centro Oriente upgrade programme, involving investment of approximately 255 billion pesos (equal to approximately €350 million (4) ) in upgrading the section of motorway operated by Costanera Norte;
  • design work has begun for the investment programmes for the new Americo Vespucio Oriente II and Conexión Vial Ruta 78 hasta Ruta 68 concessions and the Group's contribution to the cost of expropriations has been paid to the Grantor in accordance with the related concession agreements.

Traffic performance

KM TRAVELLED (IN MILLIONS)
OPERATOR H1 2019 H1 2018 % CHANGE
Grupo Costanera
Costanera Norte 682 641 6.5%
Vespucio Sur 484 474 2.1%
Nororiente 70 46 50.3%
(1)
Litoral Central 79 75 5.2%
AMB 14 14 4.9%
Los Lagos(2) 599 567 5.5%
Total 1,928 1,818 6.1%

(1) From July 2018, the operator introduced free-flow tolling, which significantly increased the attractiveness of the Nororiente motorway compared with alternative routes.

(2) The increase in traffic in terms of journeys is 6.5%.

Brazil

Operating revenue for the first six months of 2019 amounts to €133 million, up €1 million (1%) on the same period of 2018. At constant exchange rates, revenue is up €8 million (6%) due to annual toll increases and a greater volume of traffic compared with 2018, when the performance was affected by the truck drivers' strike of May 2018. The performance of revenue also reflects the exemption from tolls for vehicles with raised axles in the State of Sao Paulo, following protests (operators will be compensated for the lost revenue in accordance with their existing concession arrangements).

EBITDA of €96 million is up €5 million (5%) compared with the first six months of 2018. At constant exchange rates, EBITDA is up €10 million (11%).

Capital expenditure amounted to €8 million in the first six months of 2019, primarily in relation to progress in implementing Rodovia MG050's investment programme.

(4) The amounts for already completed works are converted using the average exchange rate for the relevant year; amounts for future works are converted using the average exchange rate for the first six months of 2019.

Traffic performance

KM TRAVELLED (IN MILLIONS)
OPERATOR H1 2019 H1 2018 % CHANGE
KM TRAVELLED (IN
MILLIONS)
KM TRAVELLED
(IN MILLIONS)
KM TRAVELLED
(IN MILLIONS)
Triangulo do Sol 729 689 5.9%
Rodovias das Colinas 1,022 962 6.2%
Rodovia MG050 423 403 5.1%
Total 2,174 2,054 5.9%

Poland

The Stalexport Autostrady group's operating revenue for the first six months of 2019 amounts to €40 million, an increase of €1 million compared with the same period of 2018. This reflects traffic growth and the new tolls for heavy vehicles introduced from March 2019.

EBITDA of €21 million is down €14 million, reflecting recognition in operating costs of the increase in concession fees linked to the entry into effect of the new profit-sharing mechanism agreed with the Grantor, as part of Stalexport Autostrada Malopolska's concession arrangement, and the impact of the release, in 2018, of provisions for maintenance work. After adjusting for these factors, EBITDA is up €1 million. Exchange rate movements did not have a material effect on the results.

Traffic performance

KM TRAVELLED (IN MILLIONS)
OPERATOR H1 2019 H1 2018 % CHANGE
Stalexport Autostrada Malopolska 484 476 1.6%

Italian airports

The Group's Italian airports generated operating revenue of €451 million in the first six months of 2019, an increase of €12 million (3%) compared with the same period of the previous year.

Aviation revenue of €319 million is up by a total of €7 million (2%), primarily due to traffic growth. Other operating income of €132 million is up €5 million (4%) compared with the first half of the previous year, primarily due to the positive performance of non-aviation revenue, which benefitted from the increase in passengers, a higher spending traffic mix and revenue from the sub-concession of retail space.

EBITDA of €269 million is up by approximately €4 million (2%), and primarily reflects an increase of €5 million increase in staff costs, reflecting an increase in the average workforce, due to both traffic growth and the insourcing of all fire prevention activities and security at customs channels.

Traffic

The Roman airport system handled 23.4 million passengers in the first six months of 2019, marking an increase of 2.0% compared with the same period of the previous year.

The EU segment, which accounts for 50% of total traffic, is up 2.1%, whilst the Non-EU segment is up 5.8% due to growth in long-haul flights, above all serving North America, South America and the Far East.

The Domestic segment is down 2.3%, reflecting reduced load factors, mainly due to the performance of the airline, Alitalia.

Breakdown of traffic using the Roman airport system in H1 2019 (millions of pax and change H1 2019 vs H1 2018)

58

Capital expenditure

Capital expenditure totalled €117 million in the first half of 2019. Work continued at Fiumicino airport on the new boarding area A and on a new wing for Terminal 1, as part of plans to upgrade the Eastern area. Work also began on the westward expansion of Terminal 1, occupying the area that previously hosted the former Terminal 2, whilst work on the upgrade of boarding area C and the link to boarding area D also began. Work on expanding the aircraft aprons for the western area and on the new aprons adjacent to Pier A under construction is almost completed.

Overseas airports

The Group's overseas airports segment generated operating revenue of €141 million in the first half of 2019, down €2 million (1%) compared with the same period of the previous year (up €3 million net of one-off items(5) ).

Aviation revenue of €75 million is broadly in line with the first half of 2018 (€76 million), reflecting a combination of the negative impact of the decision on tariffs taken by the Independent Supervisory Authority (ASI) (65 ) and increases in traffic (passengers up 5.7%) and in other aviation revenue.

Other operating income of €66 million is down €1 million (up €4 million net of one-off items(5) ), reflecting the performance of retail revenue and other non-aviation revenue.

EBITDA of €58 million is down €3 million (5%) on the same period of the previous year (up €2 million net of one-off items(5) ).

Traffic performance

Nice airport handled 6.7 million passengers in the first half of 2019, an increase of 5.7% compared with the same period of the previous year.

The Domestic segment, which accounts for 37% of total traffic, is up 8.1% compared with the same period of the previous year. The EU segment, accounting for 46% of total traffic, is up 5.0%, whilst the Non-EU segment is up 2.6%.

(5 ) Excluding €5 million relating to the impact of the sale of an area belonging to Nice airport under agreements regarding the exchange of land in relation to property development schemes recognized in the first half of 2018. (6 ) Further details are provided in the section, "Significant regulatory aspects".

Capital expenditure

The Aéroports de la Côte d'Azur group's capital expenditure amounts to €27 million for the first half of 2019, including €17 million on initiatives designed to expand capacity.

New aircraft aprons were built in front of Terminal 2 and preparations were made for work to begin on the future extension of Terminal 2, with the goal of boosting capacity by 4 million passengers.

Thanks to extension of the boarding area in Terminal 1, two additional aircraft aprons with new jet bridges are now in operation.

A further €3 million has been invested in the construction of accommodation for government employees so as to free up land for the construction of a fuel farm.

Other activities

Telepass

The Telepass group is responsible for operating electronic tolling systems in Italy and overseas, supplies other transport-related payment systems (car parks, restricted traffic zones, etc.) and provides insurance and breakdown services (breakdown cover in Italy and Europe, travel insurance). Operating revenue for the first half of 2019 amounts to €105 million, up €4 million on the same period of 2018. Revenue primarily consists of Telepass fees of €57 million, Viacard subscription fees of €10 million and payments for Premium services of €14 million.

The group's EBITDA for the first half of 2019 is €55 million, marking a decrease of €1 million compared with the same period of 2018, primarily due to the impact of marketing campaigns launched in 2019. As at 30 June 2018, there are 8.8 million Telepass devices in circulation (up approximately 339,000 unit compared with 30 June 2018), whilst the number of Premium Option subscribers totals 2.1 million (up approximately 42,000 compared with 30 June 2018).

Telepass Pay, established in November 2016 to expand the offering of payment services linked to both urban and inter-city transport, has 365,000 active customers as at 30 June 2019.

The Telepass group's scope of consolidation also includes Urban Next, a company incorporated under Swiss law that develops software and applications relating to urban transport, K-Master, which operates monitoring and management systems for truck fleets via a computer platform and various dedicated software applications, Telepass Broker, an insurance broker, and a 75% interest in Infoblu, a company that provides traffic information and data processing services.

Pavimental

The company operates primarily in Italy, carrying out major infrastructure works for the Group and external customers and providing the Group with motorway and airport maintenance services. Operating revenue for the first half of 2019 amounts to €177 million, up approximately €54 million on the same period of 2018. This primarily reflects an increased volume of work on boring the Santa Lucia Tunnel on the section of the A1 between Barberino and Florence North, work carried out on construction of Pier A at Fiumicino and the award of new contracts by external customers (e.g., Nardò Technical Center Porsche Engineering). Positive EBITDA of €9 million (negative EBITDA of €12 million for the first half of 2018) reflects the positive performances in the various areas of activity.

Spea Engineering

Spea Engineering operates in Italy and overseas, supplying engineering services involved in the design, project management and controls connected to the upgrade and maintenance of motorway and airport infrastructure.

Operating revenue for the first half of 2019 amounts to €42 million, a decrease of €16 million compared with the first half of 2018. This primarily reflects a decrease in work on motorway projects, above all in design work.

92% of the company's total revenue during the period was earned on services provided to the Group. Negative EBITDA for the first half of 2019 amounts to €2 million, down €5 million from the positive EBITDA of the same period of 2018, reflecting both reduced margins on motorway work and the costs incurred in relation to the events of 14 August 2018.

Electronic Transaction Consultants

Electronic Transaction Consultants (ETC) operates in the USA as a provider of systems integration, maintenance and support services in the field of free-flow electronic tolling systems, including in combination with traditional methods of tolling (cash and cards).

The company generated operating revenue of €32 million in the first half of 2019, up €3 million on the same period of 2018. EBITDA for the first six months of 2019 amounts to €4 million, in line with the figure for the same period of 2018.

The Abertis group

As indicated in the introduction to the "Financial review for the Atlantia Group", the Group's results include the contribution of Abertis Infraestructuras and its subsidiaries (the Abertis group), consolidated by Atlantia solely from October 2018. For information purposes, this section reports on the Abertis group's key performance indicators for the first half of 2019, compared with the same period of the previous year.

Total operating revenue for the first half of 2019 amounts to €2,592 million, up €70 million (3%) compared with the same period of 2018. The figure benefitted primarily from traffic growth and toll increases, partially offset by currency movements (above all the weaker Argentine peso) and the change in the scope of concessions in Spain (the consolidation of the operator, Trados-45) and Brazil (the expiry of Vianorte's concession in May 2018 and the entry into effect of Via Paulista's concession from January 2019).

OPERATING REVENUE (€M)
COUNTRY H1 2019 H1 2018 % change
France 868 844 3%
Spain 714 652 9%
Brazil 301 316 -5%
Chile 291 272 7%
Italia 208 202 3%
Argentina 70 108 -35%
Puerto Rico 78 67 17%
India 16 15 8%
Abertis Holding and other activities 46 46 0%
Total Abertis 2,592 2,522 3%

EBITDA for the first half of 2019 amounts to €1,786 million, an increase of €113 million (7%) compared with the same period of the previous year. On a like-for-like basis, and thus without considering the above changes in scope and the impact of IFRS 16 - Leases, and at constant 2018 exchange rates, EBITDA is up €126 million (8%). The performance in Argentina benefitted from the accounting effects linked to the transfer to the financial assets model for concessions from July 2018, following the entry into effect of new concession arrangements.

EBITDA (€M)
COUNTRY H1 2019 H1 2019 % change
France 623 609 2%
Spain 576 510 13%
Chile 234 213 10%
Brazil 152 156 -2%
Italy 109 92 18%
Argentina 14 44 -67%
Puerto Rico 56 44 26%
India 11 10 8%
Abertis Holding and other activities 10 -5 n/s
Total Abertis 1,786 1,673 7%

Traffic

Traffic growth was positive in the main markets in which Abertis operates. The comparison with the same period of the previous year benefitted from the negative impact of adverse weather conditions in Spain and France in early 2018, as well as from the application of discounted tolls for heavy vehicles introduced by the Spanish operators, Acesa and Aumar, from September 2018. Traffic growth in Brazil reflects the impact of the truck drivers' strike in May 2018. In Argentina, traffic was affected by the country's economic situation and toll increases.

TRAFFIC - KM TRAVELLED (M)
COUNTRY H1 2019 H1 2018 % change
Brazil 10,407 9,912 5.0%
France 7,786 7,767 0.3%
Spain 5,875 5,526 6.3%
Chile 4,001 3,916 2.2%
Italy 2,719 2,726 -0.3%
Argentina 2,473 2,594 -4.7%
Puerto Rico 1,135 1,133 0.1%
India 621 585 6.1%
Total Abertis 35,017 34,160 2.5%

NB. Not including traffic registered by the operators, Vianorte (expired in May 2018), Via Paulista (operational from January 2019) and Trados-45 (consolidated from January 2019).

Capital expenditure

The group's capital expenditure amounted to €282 million in the first half of 2019. This included the continuing work on the investment programmes being carried out by the Brazilian operators and on the Plan de Relanceinvestment programme being implemented by the French operators, Sanef and Sapn.

COUNTRY CAPITAL EXPENDITURE
(€M)
H1 2019 H1 2018
Brazil 142 128
France 79 54
Chile 32 17
Italy 14 36
Rest of the world 13 18
Spain 2 4
Total Abertis 282 257

Workforce

As at 30 June 2019, the Group employs 28,839 staff on permanent contracts and 1,978 temporary staff, making a total workforce of 30,817(7) , including 13,727 in Italy and 17,090 at overseas companies. Compared with the workforce of 30,715 as at 31 December 2018(7) , the figure is up 102. The decrease of 63 in permanent staff at 30 June 2019 compared with 31 December 2018 primarily reflects events at the following Group companies:

  • the Abertis group (down 479), primarily due to the reduced number of personnel required by group companies in Argentina (down 223), Brazil (down 128) and Chile (down 95);
  • the Aeroporti di Roma group (up 329) and Giove Clear (up 58), primarily due to the transfer of personnel on temporary contracts to permanent deals.

The increase of 165 in staff on temporary contracts as at 30 June 2019 compared with 31 December 2018 is primarily linked to the Abertis group (up 81) and the Chilean companies, Operalia (up 71) and Gesvial (up 51).

The average workforce (including agency staff) in the first half of 2019 amounts to 28,903. Excluding the Abertis group's contribution, amounting to 13,161, the average workforce is up 30 compared with the first half of 2018 (15,712).

Information on the performance of staff costs is provided in the "Financial review for the Atlantia Group".

(7) This figure does not include personnel attributable to assets held for sale (188 permanent employees of Hispasat, an Abertis group company, as at 31 December 2018).

Permanent staff

30 JUNE 2019
31 DECEMBER 2018
INCREASE/(DECREASE)
CATEGORY ABSOLUTE %
Senior managers 288 290 (2) -1%
Middle managers 1,114 1,091 23 2%
Administrative staff 6,966 6,733 233 3%
Manual workers 4,225 4,023 202 5%
Toll collectors 2,919 2,959 (40) -1%
Total excluding the Abertis group 15,512 15,096 416 3%
Abertis group(1) 13,327 13,806 (479) -3%
Total (1) 28,839 28,902 -63 0%

Temporary staff

30 JUNE 2019 31 DECEMBER 2018 INCREASE/(DECREASE)
CATEGORY ABSOLUTE %
Senior managers - - - n/s
Middle managers 1 2 (1) n/s
Administrative staff 528 581 (53) -9%
Manual workers 685 615 70 11%
Toll collectors 370 302 68 23%
Total excluding the Abertis group 1,584 1,500 84 6%
Abertis group 394 313 81 26%
Total 1,978 1,813 165 9%

Average workforce (2)

CATEGORY INCREASE/(DECREASE)
H1 2019 H1 2018 ABSOLUTE %
Senior managers 287 292 (5) -2%
Middle managers 1,180 1,092 88 8%
Administrative staff 7,077 7,021 56 1%
Manual workers 4,298 4,314 (16) 0%
Toll collectors 2,900 2,993 (93) -3%
Total excluding the Abertis group 15,742 15,712 30 0%
Abertis group 13,161
Total 28,903

(1) This figure does not include personnel attributable to assets held for sale (188 permanent employees of Hispasat, an Abertis group company, as at 31 December 2018). (2) Includes agency staff.

Related party transactions

Information on related party transactions is provided in note 10.5, "Related party transactions", in the condensed consolidated interim financial statements.

Significant regulatory aspects

In addition to the information already provided in the Annual Report for the year ended 31 December 2018, 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 2019.

Italian motorways

Toll increases for 2019

In Autostrade per l'Italia's case, in view of Autostrade per l'Italia's willingness to postpone application of the net toll increase for a period of six months, the Ministry of Infrastructure and Transport (the "MIT") and Ministry of the Economy and Finance (the "MEF") issued interministerial decree 588 of 31 December 2018 suspending the toll increase – set at 0.81% by the MIT's General Directorate for the Supervision of Motorway Concessions (the DGVCA) - applicable from 1 January 2019, deferring its application until 1 July 2019, unless otherwise agreed by Autostrade per l'Italia and the Grantor. The increase included a component equal to 0.43% designed to compensate for the discounts applied to tolls for frequent motorway users in 2018 under the agreement between the MIT and AISCAT. The offer to postpone the toll increase was made on the assumption that talks would begin with the MIT's technical experts with a view to the resolution of a number of outstanding key issues. In a letter dated 31 December 2018, the Grantor had announced that it would shortly schedule specific meetings. Regarding the shortfall in the increase with respect to the requested amount, equal to 0.06% (relating to the "X" component), Autostrade per l'Italia reserved the right to produce additional documentation with the aim of obtaining the remaining increase and, to this end, gained access to the documentation relating to the review conducted by the Grantor.

Following further talks between Autostrade per l'Italia and the MIT, on 27 June 2019, the company announced its willingness to temporarily extend postponement of the toll increase due to come into effect on 1 January 2019, with the tolls charged to road users to remain unchanged through to 15 September 2019. This was done on the assumption that, by this date, it would be possible to reach agreement on solutions to issues that have been under discussion with the Grantor for some time.

In Raccordo Autostradale Valle d'Aosta's case, interministerial decree 566 of 31 December 2018 issued by the MIT and the MEF granted a toll increase of 6.32%, in line with the company's request. The decree acknowledges that the company, in a memo dated 27 December 2018, had accepted the Grantor's request and announced its willingness to suspend the toll increase effective 1 January 2019 for residents/commuters in the Val d'Aosta area equipped with Telepass devices and who have registered to participate in the initiative.

On 27 June 2019, Val D'Aosta Regional Administrative Court upheld the company's challenge against interministerial decree 605 of 29 December 2017, in which the MIT and the MEF awarded a toll increase of 52.69% for 2018, compared with the company's requested for an increase of 81.12%.

In Autostrade Meridionali's case, interministerial decree 583 of 31 December 2018 issued by the MIT and the MEF did not grant any toll increase, as the concession had expired on 31 December 2012. The company has challenged this determination.

In Autostrada Tirrenica's case, interministerial decree 564 of 31 December 2018 issued by the MIT and the MEF did not grant any toll increase in view of the ongoing EU infraction proceedings (no. 2014/4011) against the Italian state with regard to its extension of the concession.

In Tangenziale di Napoli's case, a toll increase of 1.82% has been granted, compared with a request for 1.93%. The company has filed a legal challenge, citing the failure to take into account certain investments. In the case of Traforo del Monte Bianco which operates under a different regulatory regime, the Intergovernmental Committee for the Mont Blanc Tunnel awarded a toll increase of 1.78%. This is based on the average of the inflation rates registered in Italy (1.57%) and France (1.98%), plus 0.95% linked to the extraordinary increase for the Frejus Tunnel and also applied to Traforo del Monte Bianco.

Transport Regulator – Tariff regimes

On 29 March 2019, Autostrade per l'Italia, alongside other motorway operators, filed a legal challenge with Piedmont Regional Administrative Court contesting resolution 16 issued by the Transport Regulator ("ART") on 18 February 2019. The legal action challenges the legality of the resolution, alleging that the regulator has exceeded its powers and does not have the authority to establish tariff regimes in connection with Autostrade per l'Italia's Single Concession Arrangement, as well as accusing ART of violating EU and constitutional norms regarding legal certainty and legitimate expectations. In addition, the company also took part in the relevant consultation process, contesting the scope of application of the tariff regime devised by ART on the basis of the same arguments presented in the above legal challenge, and submitting its observations on the related financial aspects.

In Determination 71 of 19 June 2019, ART announced its decision "to approve…… a toll regime based on the price cap method with five-yearly determination of the productivity measure X for the Single Concession Arrangement between ANAS SpA and Autostrade per l'Italia SpA…..". On 15 July 2019, in order to conduct a full examination of the above Determination 71, Autostrade per l'Italia requested access to the notes, documents, data and estimated on which ART and the MIT have based their approach, thereby enabling it to understand the criteria forming the basis for the determination. Autostrade per l'Italia is considering what further action to take.

Award of the concession for the A3 Naples – Pompei – Salerno motorway

In 2012, the MIT issued a call for tenders for the new concession for the A3 Naples – Pompei – Salerno motorway. Following the Council of State judgement confirming the disqualification of two competing bidders, Autostrade Meridionali and Consorzio Stabile SIS, on 9 July 2019 the Grantor, the MIT, informed Autostrade Meridionali that, in awarding the concession, the Ministry from now on intends to use the negotiated procedure permitted by art. 59, paragraph 2.b) and paragraph 2bis of Legislative Decree 50/2016 (the Tenders Code). As a result, the Grantor has invited Autostrade Meridionali, should it deem such a bid to be in its interests, to submit a bid in accordance with the specifications contained in the letter of invitation by 14 October 2019.

Events of 14 August 2018 relating to the collapse of a section of the Polcevera road bridge in Genoa

A section of the Polcevera road bridge in Genoa collapsed on 14 August 2018, resulting in the deaths of 43 people. The causes of this tragic incident have yet to be identified at the date of approval of this Interim Report for the six months ended 30 June 2019.

Correspondence with the Ministry of Infrastructure and Transport regarding the procedure for serious breach of the concession arrangement

On 3 May 2019, Autostrade per l'Italia met the deadline set by the MIT for providing a further response (with respect to the letter sent on 31 August 2018) to the Ministry's requests for clarification in its letters of 16 August 2018, 20 December 2018 and 5 April 2019. In its response, the company stated its belief that it has acted correctly and reiterating its concerns and objections regarding the procedure for serious breach of the concession arrangement. Autostrade per l'Italia stands ready to provide further information if requested to do so.

On 4 June 2019, Autostrade per l'Italia challenged, solely for precautionary purposes, the MIT's letter of 5 April 2019 before Lazio Regional Administrative Court. In this letter the Ministry, in connection with the allegation of a serious breach, speculates that the compensation provided for in art. 9bis, part c.1 of the Single Concession Arrangement does not apply.

On 2 July 2019, following a request for access, the Grantor provided Autostrade per l'Italia with a copy of the report produced by the Cross-Institutional Working Group set up by the MIT. On the one hand, the report states that there is evidence to suggest the occurrence of "serious breaches", based on the alleged violation of the operator's obligations relating to the safety and maintenance of the infrastructure, whilst on the other, highlighting the risks for the Grantor in engaging in a dispute with Autostrade per l'Italia, should it decide unilaterally to terminate the concession arrangement. Were such action to be taken, this could, in the opinion of the Working Group, result in an obligation for the government to pay "a very large sum" in compensation. In conclusion, the report thus recommends a "negotiated solution". As previous noted in the Annual Report for 2018, to which reference should be made, the company confirms that, based also on the opinion of leading experts, which have been updated to take into account correspondence during the period, the Grantor's communications cannot be taken to constitute the initial act in the procedure leading to termination of the concession, in accordance with art. 9 of the Single Concession Arrangement. As a result, the Interim Report for the six months ended 30 June 2019 has been prepared on a basis that is consistent with the Annual Report for 2018.

Legal challenges brought by the company before Liguria Regional Administrative court against the actions taken by the Special Commissioner pursuant to Law Decree 109/2018

Autostrade per l'Italia has brought legal challenges against the actions taken by the Special Commissioner for the reconstruction with regard to the following: (i) the procedure for awarding contracts for the demolition and reconstruction of the road bridge; (ii) the procedure for awarding contracts for project management and the related activities; (iii) the Special Commissioner's request for the handover of the connecting sections of motorway affected by work on the reconstruction; (iv) the Special Commissioner's request for the sums of money needed to fund reconstruction and demolition of the road bridge.

Following the hearing of 22 May 2019, the Court set a date for a new hearing to discuss all four challenges on 9 October 2019.

Investigation by the Public Prosecutor's Office in Genoa

The events of 14 August 2018 resulted in criminal action before the Court of Genoa against 9 Autostrade per l'Italia personnel. The number of people under investigation was subsequently increased to 39, including executives and other people employed at the company's Rome headquarters and the relevant area office in Genoa, and employees and managers at Spea Engineering, the company contracted to monitor the state of the infrastructure. The investigation regards the offences provided for in and punishable in accordance with the following articles of the criminal code:

  • 449-434 ("accessory to culpable collapse");
  • 449-432 ("violation of transport safety regulations aggravated by culpable disaster");
  • 589-bis, paragraph 1 ("culpable vehicular homicide");
  • 590-bis, paragraph 1 ("grievous or very grievous bodily harm caused by road traffic violations");
  • 589, paragraphs 1, 2 and 3 ("culpable homicide resulting from breaches of occupational health and safety regulations");
  • 590, paragraphs 1, 3 and 4 ("negligent injury resulting from breaches of occupational health and safety regulations").

Three of Autostrade per l'Italia's executives were subsequently also placed under investigation for the offence provided for in articles 110 and 479 of the criminal code ("false statements by a public officer in a public office").

As part of the same procedure, the subsidiaries, Autostrade per l'Italia and Spea Engineering, are also under investigation pursuant to art. 25septies of Legislative Decree 231/2001, relating to "Culpable homicide or grievous or very grievous bodily harm resulting from breaches of occupational health and safety regulations".

On 12 September 2018, the preliminary investigating magistrate (Giudice per le Indagini Preliminari) requested a pre-trial hearing to appoint experts to prepare a report on conditions at the disaster scene, to assess the state of repair and maintenance of the infrastructure that did not collapse and of the parts of the road bridge that did collapse and have yet to be removed, and to identify and reach agreement with the relevant authorities on procedures for the removal of debris and for demolition, so as to preserve the evidence needed for the purposes of the investigation.

The report was lodged with the court on 31 July 2019 and the preliminary investigating magistrate has already scheduled a hearing for 20 September 2019, at which the experts will be examined and crossexamined on the report in question.

In April 2019, the preliminary investigating magistrate also notified all the parties involved in the trial that there would be a second pre-trial hearing regarding the causes of the collapse, setting a date of 2 May 2019 for the hearing to establish the questions to be answered and to appoint the experts to conduct the related appraisal.

At the hearing of 18 June 2019, the preliminary investigating magistrate established the questions to be answered by the experts, all focused on ascertaining the causes of the collapse (with particular regard to the mechanics, the state of maintenance and the existence of independent factors). The magistrate also set dates for the report to be lodged (14 December 2019) and for the hearing to discuss the findings (17 January 2020).

Investigation by the Public Prosecutor's Office in Genoa of six bridges and road bridges: Paolillo on the Naples-Canosa, Moro near to Pescara, Pecetti, Sei Luci and Gargassa in Liguria and the Sarno on the A30

The Public Prosecutor's Office initiated a further investigation of allegations regarding false statements in relation to monitoring reports on the following bridges: Paolillo on the Naples-Canosa, Moro near to Pescara, Pecetti, Sei Luci and Gargassa in Liguria and the Sarno on the A30.

The criminal investigation of violations of articles 81, 110 and 479 of the criminal code ("false statements by a public officer in a public office") regards four executives and managers from Autostrade per l'Italia and ten managers from Spea Engineering. The investigation is still in progress.

Overseas motorways

Chile

Toll increases

From January 2019(from 10 January in the case of Litoral Central), Grupo Costanera's motorway operators applied the following annual toll increases, determined on the basis of their concession arrangements:

  • 6.4% for Costanera Norte, Vespucio Sur and Nororiente, reflecting a combination of the increase linked to inflation in 2018 (2.8%) and a further increase of 3.5%;
  • 4.3% for AMB, reflecting a combination of the increase linked to inflation in 2018 (2.8%) and a further increase of 1.5%;
  • 2.8% for Litoral Central, reflecting the increase linked to inflation in 2018.

From January 2019, the tolls applied by Los Lagos are broadly unchanged, reflecting a combination of the increase linked to inflation in 2018 (2.8%) and a decrease in the bonus for safety improvements (the bonus of 2.0% for 2019, less the bonus for safety improvements awarded in 2018, amounting to 5.0%).

Brazil

Toll increases

From 1 July 2019, Triangulo do Sol and Rodovias das Colinas have applied their annual toll increase of 4.7% based on the rate of general price inflation in the period between 1 June 2018 and 31 May 2019, as this figure was lower than the rate of consumer price inflation in the same period (7.6%). The difference will be adjusted for in accordance with the concession arrangement.

From 13 June 2019, the tolls applied by Rodovia MG050 have been increased by 4.9%, based on the rate of consumer price inflation in the period between 1 May 2018 and 30 April 2019, as provided for in the concession arrangement.

Italian airports

Tariff proposal for 2019

The consultation with airport users came to a conclusion on 5 November 2018 and, on 24 December 2018, the Civil Aviation Authority (ENAC) announced the new airport fees to be applied at Fiumicino and Ciampino airports.

Following the consultation process, the revised fees approved by ENAC for the period 1 March 2019 - 29 February 2020 envisage a 1.4% decrease for Fiumicino airport and a 2.2% increase for Ciampino with respect to the fees for 2018.

Overseas airports

Tariff review for the 2018-2019 period

On 14 July 2018, a decree was published by the French Minister of Transport who, within the scope of the Minister's powers, has established the criteria for determining the fees payable in return for the airport services provided by the Aéroports de la Côte d'Azur group ("ACA"). Specifically, the decree (i) defines and differentiates the scope of regulated and non-regulated activities (essentially commercial and real estate activities, with the exception of car parks that come under regulated activities), and (ii) establishes a tariff regulation mechanism for activities regulated by a price cap system (plafond tarifaire) linked to inflation, notwithstanding the limit on the allowed return on invested capital.

ACA then submitted its tariff proposal for the 2018 – 2019 period, in keeping with the provisions of the above ministerial decree, for endorsement by the Independent Supervisory Authority (ASI). On 21 January 2019, ASI rejected the tariffs proposed by ACA - which, in accordance with the provisions of the decree, envisaged an average decrease in fees of 0.65% - and independently set tariffs for the period from 15 May 2019 to 31 October 2019, involving a decrease of 33.4%, compared with previous levels, from 15 May 2019.

ACA, believing this decision to be unlawful, brought a legal challenge before the French Council of State, which is still pending. ACA's position, as set out in the challenge brought before the Council of State, is shared by the grantor, France's civil aviation authority (the Direction Général de l'Aviation Civile or DGAC), which has lodged written brief defending the legality of the tariff proposal unexpectedly rejected by ASI.

On 24 July 2019, the French government announced that it had adopted the implementing regulations in the law-pact (Loi-Pacte), by which it has also assigned ARAFER (the motorways and rail transport regulator) responsibility for determining airport fees (for airports with over 5 million passengers), a role formerly assigned to ASI.

Abertis group

Toll increases for 2019

Spain

From 1 January 2019, the Spanish operators applied the following annual toll increases, as per the applicable contracts:

• 1.7% for state concessions (Acesa, Aumar, Iberpistas – Castellana, Avasa, Aulesa), to adjust for the full rate of inflation, calculated as the annual average rate of change of the inflation index in the period between 1 November 2017 – 31 October 2018;

• 2.2% for the concessions with the regional Government of Catalonia (Aucat, Invicat, Tunels), to adjust for 95% of the annual rate of change of the inflation index in October 2018 (2.3%).

France

In February 2019, the French operators raised their rates by 1.7%, to reflect the combined effect of 70% of the 2018 inflation rate (+1.9%), the adjustments related to the recovery of the frozen 2015 toll increases, and the return on the additional investment plan known as "Plan de Investissement Autoroutier" (+0.3% overall).

Italy

In 2019, the rates charged by the Italian operator of the A4 - Brescia Padova motorway have not increased. The operator's requests for an increase were not approved by the Ministry of Infrastructure and Transport, pending the finalisation of the operating and financial plan and on the basis of objections raised in connection with the amount of maintenance expenses. The company, considering the objections groundless, challenged the rejection before Lazio Regional Administrative Court, requesting the suspension of its effectiveness and its annulment.

Chile

The Chilean operators implemented the following annual toll increases in 2019, as per the applicable contracts:

  • from 1 January 2019, the rates charged by Autopista Central and Autopista del Los Andes have increased by 6.4%, to reflect the combined effect of the inflation adjustment for the period 1 December 2017 – 30 November 2018 (+ 2.8%) and the increase factor of 3.5%;
  • from 1 January 2019, the rates charged by Autopista del Sol have increased by 1.3%, to reflect the inflation adjustment for the six months between 1 June – 30 November 2018; the rates were increased again by 1.4% from 1 July 2019 in line with inflation in the six months from 1 December 2018 to 3I May 2019;
  • from 1 January 2019, the rates charged by Rutas del Pacifico have increased by 2.8%, reflecting the effect of inflation for the period 1 December 2017 – 30 November 2018 and confirmation of the safety premium awarded in the previous year;
  • from 1 January 2019, the rates charged by Elqui have increased by 2.8%, reflecting the effect of inflation for the period 1 December 2017 – 30 November 2018 and confirmation of the safety premium awarded in the previous year;
  • from 1 February 2018, the rates charged by Autopista del Los Libertadores have increased by 2.6%, reflecting the effect of inflation for the period 1 January to 31 December 2018 (+2.6%) and confirmation of the safety premium awarded in the previous year.

Brazil

The rates charged by Centrovias, Autovias and Intervias have increased by 4.7% from 1 July 2019. This corresponds with general price inflation in the period between 1 June 2018 and 31 May 2019, as it was lower than the rate of consumer price inflation in the same period (7.7%). The difference will be adjusted for in accordance with the concession arrangement.

The rates applied by the new operator, Via Paulista, have been increased by 5.7% from 26 May 2019, in order to compensate for extension of the exemption from toll payments for heavy vehicles with suspended axles to include the State of Sao Paulo from 31 May 2018.

The annual rate review due to take place in February 2019 for the federal concessions of Litoral Sul and Fluminense, linked to the general inflation rate between 1 February 2018 and 31 January 2019 (+4.4%), has not yet been approved by the grantor (ANTT – Agencia Nacional de Transportes), whilst awaiting for determination of the component providing a return on investment.

Argentina

On 5 January 2019, tolls were raised by 38% for both concessions under agreements with the grantor signed in July 2018.

Puerto Rico

On 1 January 2019:

  • Metropistas raised its tolls by 3.6%, to reflect the rate of inflation in the US (+2.1%) plus an increase in real terms of 1.5%;
  • Autopista de Puerto Rico y Compania raised its tolls by 1.5%, to reflect the rate of inflation in Puerto Rico.

Spain

Royal Decree 457/2006 (Acesa)

Acesa has filed a complaint against the Grantor in relation to the failure to pay the compensation payable under the agreement of 2006 between the Spanish government and the company (approved with Royal Decree 457/2006) and the subject of litigation in 2015.

The agreement called for, among other things, compensation for investment in certain sections of the AP-7 motorway, and for possible negative impacts on traffic deriving from the construction of second lanes on parallel roads (N-II and CN).

The compensation linked to investment in the construction of additional lanes on the AP-7 motorway has been recognised in full in these interim financial statements, whilst the amount receivable in relation to the loss of traffic has not been accounted for, as it is disputed. This latter amount has been estimated on the basis of the Royal Decree as approximately €2.1 billion, as presented in Abertis Infraestructuras's consolidated financial statements for the year ended 31 December 2018.

Following the legal proceedings, on 5 June 2019, Acesa received notice of the Supreme Court judgement, which – without taking a position with regard to the amount of the compensation - has established that the amount due may only be determined by the parties on expiry of the concession on 31 August 2021.

Other information

As at 30 June 2019, Atlantia SpA holds 7,819,488 treasury shares, representing 0.95% of its issued capital. Atlantia 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.

No share options were exercised in the first half of 2019 under share-based incentive plans for certain of the Group's managers.

Atlantia does not operate branch offices. Its administrative headquarters are at Via Bergamini 50, 00159 Rome.

With reference to CONSOB Ruling 2423 of 1993, regarding criminal proceedings or judicial investigations, the Group is not involved in proceedings, other than those described in note 10.7 "Significant legal and regulatory aspects", in the condensed consolidated interim financial statements, that may result in charges or potential liabilities with an impact on the consolidated financial statements. In 2013, a meeting of the Board of Directors elected to apply the exemption provided for by article 70, paragraph 8 and article 71, paragraph 1-bis of the CONSOB Regulations for Issuers (Resolution 11971/99, as amended). The Company will therefore exercise the exemption from disclosure requirements provided for by Annex 3B of the above Regulations in respect of significant mergers, spin-offs, capital increases involving contributions in kind, acquisitions and disposals.

Admission to the cooperative compliance scheme

On 26 July 2019, the Italian tax authorities admitted Atlantia SpA to the Cooperative Compliance scheme introduced by Legislative Decree 128/2015.

Admission to the scheme requires the Company to equip itself with an internal tax risk control system, capable of promptly monitoring and correctly managing risks connected with the interpretation of tax law and compliance with tax requirements.

Among other things, cooperative compliance enables taxpayers to discuss uncertainties or disputes regarding taxation with the tax authority in advance, so as to arrive at an agreed assessment, thereby anticipating and avoiding the need for further checks and controls.

Events after 30 June 2019

Authority granted to the Chief Executive Officer to examine Alitalia's business plan

On 11 June 2019, having noted that it is in the interests of the subsidiary, Areoporto di Roma, to have a competitive and traffic-generating flag carrier airline, Atlantia's Board of Directors authorised the Chief Executive Officer, Giovanni Castellucci, to investigate the sustainability and effectiveness of the business plan for Alitalia and to report back to the Board at a forthcoming board meeting.

Outlook and risks or uncertainties

The Atlantia Group's operating performance leads us to expect a positive overall operating performance in 2019, subject to the potential impact on the full-year results of movements in exchange rates and interest rates and changes to the operations of Italy's flag carrier airline.

Line-by-line consolidation of the Abertis group will also contribute to the results.

Finally, we feel it is necessary to reiterate the potential risks resulting from the letter of complaint sent to Autostrade per l'Italia by the Ministry of Infrastructure and Transport on 16 August 2018, alleging serious breaches of the company's contractual obligations in relation to the tragic events in Genoa, from the subsequent letter of 20 December 2018 and, latterly, from the letter of 5 April 2019, in which the Ministry (the Grantor of the company's concession) detailed its views regarding the operator's alleged failure to meet its obligations relating to the safety and maintenance of the road bridge. Autostrade per l'Italia replied to this latest letter on 3 May 2019, stating its belief that it has provided ample evidence that it has acted correctly and reiterating its concerns and objections regarding the above procedure. Further information on correspondence with the Ministry of Infrastructure and Transport regarding the procedure for serious breach of the concession arrangement is provided in the section, "Significant regulatory aspects", in this interim report on operations.

Outlook and risks or uncertainties

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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

€000 NOTE 30 June 2019 PARTY TRANSACTIONS OF WHICH RELATED 31 December 2018 PARTY TRANSACTIONS OF WHICH RELATED
ASSEIS
NON-CURRENT ASSETS
Property, plant and equipment 7.1 813,923 695,769
Property, plant and equipment 812,078 694,925
Investment property 1,845 844
Intangible assets 7.2 57,365,649 57,626,877
Intangible assets deriving from concession rights 35,536,843 35,839,767
Goodwill and other intangible assets with indefinite lives 21,381,094 21,322,522
Other intangible assets 447,712 464,588
Investments 7.3 3,282,997
Investments accounted for at fair value 3,597,313
1,932,645 2,170,589
Investments accounted for using the equity method 1,350,352 1,426,724
Other non-current financial assets 7.4 4,869,905 4,537,472
Non-current financial assets deriving from concession rights 2,949,965 2,823,604
Non-current financial assets deriving from government grants 243,932 283,475
Non-current term deposits 353,243 349,548
Non-current derivative assets 316,929 143,887
Other non-current financial assets 1,005,836 51,615 a36,958 48,746
Deferred tax assets 7.5 1,695,060 1,607,126
Other non-current assets 7.6 82,659 128,481
TOTAL NON-CURRENT ASSETS 68,110,193 68,193,038
CURRENT ASSETS
Trading assets 7.7 2,846,317 2,386,690
Inventories 95,364 98,428
Contract assets
Trade receivables
17,260
2,733,693
33,022 20,042
2,268,220
45,180
Cash and cash equivalents 7.8 3,673,371 5,031,817
Cash 2,979,096 3,883,672
Cash equivalents 694,275 1,148,145
Other current financial assets 7.4 1,439,179 996,090
Current financial assets deriving from concession rights 561,218 536,466
Current financial assets deriving from government grants 76,733 74,085
Current term deposits 458,673 245,271
Current derivative assets 1,525
Current portion of medium/long-term financial assets 97,320 108,493
Other current financial assets 245,235 30,250
Current tax assets 7.9 804,656 6,743 899,898 6,743
Other current assets 7.10 588,270 602,580
Assets held for sale and related to discontinued operations 7.11 1,510,316 1,563,468
TOTAL CURRENT ASSETS 10.862.109 11,480,543
TOTAL ASSETS 78,972,302 79,673,581
€000 NOTE NOTE 30 June 2019 PARTY TRANSACTIONS OF WHICH RELATED 31 December 2018 PARTY TRANSACTIONS OF WHICH RELATED
EQUITY AND LIABILITIES
EQUITY
8,441,946
Equity attributable to owners of the parent
Issued capital
8,101,415
825,784
825,784
Reserves and retained earnings 6,665,657 6,964,967
Treasury shares -166,846 -166,846
Profit/(Loss) for the period 776,820 818,041
Equity attributable to non-controlling interests 7,604,001 7,889,801
Issued capital and reserves 7,237,099 7,667,002
Profit/(Loss) for the period net of interim dividends 366,902 222,799
TOTAL EQUITY 7.12 15,705,416 16,331,747
NON-CURRENT LIABILITIES
Non-current portion of provisions for construction services required by
contract
7.13 2,572,769 2,786,839
Non-current provisions 7.14 2,748,993 2,657,576
Non-current provisions for employee benefits 279,756 291,261
Non-current provisions for repair and replacement obligations 1,671,605 1,492,347
Non-current provisions for renewal of assets held under concession 295,727 271,299
Other non-current provisions 501,905 602,669
Non-current financial liabilities 7.15 42,685,833 44,151,388
Bond Issues 23,039,440 20,871,885
Medium/long-term borrowings 17,563,877 8,435 21,731,470 8,368
Non-current derivative liabilities 1,406,074 921,144
Other non-current financial liabilities 676,442 626,889
Deferred tax liabilities 7.5 3,215,799 3,237,897
Other non-current liabilities 7.16 328,586 5,832 534,328 6,276
TOTAL NON-CURRENT LIABILITIES 51,551,980 53,368,028
CURRENT LIABILITIES
Trading liabilities 7.17 2,232,868 2,139,300
Contract liabilities 409 579
Trade payables 2,232,459 15,264 2,138,721 8,664
Current portion of provisions for construction services required by
contract
7.13 659,899 428,493
Current provisions 7.14 1,136,853 1,324,197
Current provisions for employee benefits 68,523 65,707
Current provisions for repair and replacement of motorway infrastructure 820,681 950,512
Current provisions for renewal of assets held under concession 91,889 85,763
Other current provisions 155,760 222,215
Current financial liabilities 7.15 5,594,574 4,070,988
Bank overdrafts repayable on demand 10,422 217
Short-term borrowings 424,516 293,520
Current derivative liabilities 39,378 11,369
Current portion of medium/long-term financial liabilities 4,574,597 3,270,753
Other current financial liabilities 545,661 495,129
Current tax liabilities 7.9 329,387 233,024
Other current liabilities 7.18 1,226,398 22,042 1,239,264 11,781
Liabilities related to discontinued operations 7.11 534,927 538,540
TOTAL CURRENT LIABILITIES 11,714,906 9,973,806
TOTAL LIABILITIES 63,266,886 63,341,834
TOTAL EQUITY AND LIABILITIES 78.972.302 79,673,581
OF WHICH RELATED OF WHICH RELATED
COOO NOTE H1 2019 PARTY
TRANSACTIONS
H1 2018 PARTY
TRANSACTIONS
REVENUE
Toll revenue 8.1 4,493,146 2,025,813
Aviation revenue 8.2 393.867 387,328
Revenue from construction services 8.3 451.295 158.091
Other revenue 8.4 716,570 54,750 490,475 42,503
TOTAL REVENUE 6,054,878 3,061,707
COSTS
Raw and consumable materials 8.5 -320,229 -159,083
Service costs 8.6 -1,225,347 -540,035
Gain/(Loss) on sale of elements of property, plant and equipment 783 611
Staff costs 8.7 -803,501 -23,351 -497,142 -16,207
Other operating costs 8.8 -483,424 -300,241
Concession fees -292,631 -247,454
Lease expense -15,758 -10,880
other -176.007 -41 907
Other capitalised costs 972
Operating change in provisions 8.9 76,693 -7,759
Provisions/(Uses of provisions) for repair and replacement of motorway infrastructure 125,876 83,932
(Provisions)/ Uses of provisions for renewal of assets held under concession -28,426 -84,507
Provisions -20,757 -7,184
Use of provisions for construction services required by contract 8.10 213,637 147,400
Amortisation and depreciation -1.225.227 -565,169
Depreciation of property, plant and equipment 7.1 -100,298 -34,703
Amortisation of intangible assets deriving from concession rights 7.2 -1,069,065 493,957
7.2 55,864 -36,509
Amortisation of other intangible assets
(Impairment losses)/Reversals of impairment losses
8.11 -9,562 -537
TOTAL COSTS 3.776.177
-1,921,955
OPERATING PROFIT/(LOSS) 2,278,701 1,139,752
Financial income 422,007 186,587
Financial income accounted for as an increase in financial assets deriving from concession rights 136,850 37,467
and government grants
Dividends received from investees 69,601 4,189
Other financial income 215,556 144,931
Financial expenses -1,132,073 -462,949
Financial expenses from discounting of provisions for construction services
required by contract and other provisions
44,529 -22,234
Other financial expenses -1,087,544 -440,715
Foreign exchange gains/(losses) 37,106 13,558
FINANCIAL INCOME/(EXPENSES) 8.12 672,960 -262,804
Share of (profit)/loss of investees accounted for using the equity method 8.13 5.527 -2,392
PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS 1,611,268 874,556
Income tax (expense)/benefit 8.14 -454,528 -256,928
Current tax expense -473.445 -244 341
Differences on tax expense for previous years 35,215 8,364
Deferred tax income and expense -16,298 -20,951
PROFIT/(LOSS) FROM CONTINUING OPERATIONS 1,156,740 617,628
Profit/(Loss) from discontinued operations 8.15 -9,927 188
PROFIT FOR THE PERIOD 1,146,813 617,816
of which:
Profit attributable to owners of the parent 776,820 531,074
Profit attributable to non-controlling interests 369,993 86,742
H1 2019 H1 2018
Basic earnings per share attributable to owners of the parent 8.16 0.95 0.65
of which:
- continuing operations 0.96 0.65
- discontinued operations -0.01
Diluted earnings per share attributable to owners of the parent 8.16 0.95 0.65
of which:
- continuing operations 0.96 0.65
- discontinued operations -0.01
€M H1 2019 H1 2018
Profit for the period (A) 1,146,813 617,816
Fair value gains/(losses) on cash flow hedges -616,930 -60,988
Tax effect of fair value gains/(losses) on cash flow hedges 165,712 17,648
Fair value gains/(losses) on net investment hedges -53,426
Tax effect of fair value gains/(losses) on net investment hedges 13,515
Gains/(Losses) from translation of assets and liabilities of consolidated companies
denominated in functional currencies other than the euro
98,506 -157,514
Gains/(Losses) from translation of investments accounted for using the equity method
denominated in functional currencies other than the euro
-196 -877
Components of comprehensive income of investments accounted for using the equity
method
-39,741
Other fair value gains/(losses) -27
Other comprehensive income/(loss) for the period
reclassifiable to profit or loss
(B) -432,587 -201,731
Gains/(Losses) from actuarial valuations of provisions for employee benefits -1,423 -125
Tax effect of gains/(losses) from actuarial valuations of provisions for employee benefits 348 31
(Losses)/Gains on fair value measurement of investments -178,642
Tax effect on (losses)/gains on fair value measurement of investments 2,144
Gains/(Losses) on fair value measurement of fair value hedges 141,362
Tax effect of gains/(losses) on fair value measurement of fair value hedges -1,696 -
Other comprehensive income/(loss) for the period
not reclassifiable to profit or loss
(C) -37,907 -04
Reclassifications of other components of comprehensive
income to profit or loss for the period
(D) 23,139 1,726
Tax effect of reclassifications of other components of comprehensive
income to profit or loss for the period
(E) -4,176 -215
Total other comprehensive income/(loss) for the period (F=B+C+D+E) -451,531 -200,314
of which relating to discontinued operations 1,643
Comprehensive income for the period (A+F) 695,282 417,502
Of which attributable to owners of the parent 374,409 407,213
Of which attributable to non-controlling interests 320,873 10,289

Statement of changes in consolidated equity

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
CM ISSUED CAPITAL CASH FLOW HEDGE NET INVESTMENT
HEDGE RESERVE
RENCIES OTHER
DENOMINATED IN
DIFFERENCES ON
THAN THE EURO
SLATION OF
CONSOLIDATED
DABILITIES OF
RESERVETOR
ASSETS AND
TRANSLATION
FUNCTIONAL
COUNTED FOR USING
THE EQUITY METHOD
NCIE'S OTHER
DENOMINATED IN
THAN THE EURO
ANSLATION OF
RESERVE FOR
FUNCTION
GAINS/(LOSSES) ON
MEASUREMENT OF
RESERVE FOR
INVESTMENTS
FAIR VALUE
OTHER RESERVES
AND RETAINED
EARNINGS
TREASURY SHARES PERIOD AFTER INTERIM PROFIT/(LOSS) FOR
DIVIDEND
TOTAL NON-CONTROLLING
UTABLE IC
INTERESTS
EQUIly
ATTRIBUTABLE TO
OWNERS OF THE
CONTROLLING
INTERESTS
AND TO NON
Balance as at 31 December 2017 825,784 - - 108,823 -36,400 -303,696 -5,781 7,865,118 - 169,489 705,664 8.772.377 2,990,601 11,762,978
Effect of application of IFRS 9 as at 1 January 2018 28.570 28.570 3.086 31.656
Balance as at 1 January 2018 825,784 -108,823 -36,400 -303,696 -5.781 7,893,688 -169,489 705,664 8,800,947 2,993,687 11,794,634
Comprehensive income for the period -40.468 -82.873 -487 -33 531,074 407,213 10.289 417,502
Owner transactions and other changes
Atlantia SpA's final dividend
(€0.65 per share)
-531,607 -531.607 -531.607
Transfer of profit/(loss) for previous period to retained earnings 174.057 -174.057
Dividends paid by other Group companies to non-controlling
shareholders
-123,714 -123.714
Share-based incentive plans -130 1,062 932 932
Reclassifications and other changes -85 -1 512 423 704 1,127
Balance as at 30 June 2018 825,784 -149,376 -36,400 -386,569 -6.272 8,068,094 -168,427 531,074 8,677,908 2,880,966 11,558,874
Balance as at 31 December 2018 825.784 -184,527 -26,950 -456.271 -6.247 -421,931 8,060,893 -166,846 818,041 8,441,946 7,889,801 16,331,747
Comprehensive income for the period -347,843 -19,707 41,361 -38,489 -176.498 138,765 776,820 374.409 320,873 695,282
Owner transactions and other changes
Atlantia SpA's final dividend
(€0.90 per share)
-49.079 -687,089 -736,168 -736.168
Transfer of profit/(loss) for previous period to retained earnings 130.952 -130,952
Dividends paid by other Group companies to non-controlling
shareholders
-247.186 -247,186
Share-based incentive plans -21 -21 31 10
Monetary revaluation (IAS 29) 13.187 13.187 50.684 63,871
Distribution of reserves and returns of capital to non-controlling
shareholders
454,695 -454.695
Changes in scope of consolidation 63.181 63.181
Reclassifications and other changes -39 7.336 2.138 -1,373 8.062 -18.688 -10,626
Balance as at 30 June 2019 825,784 -532,409 -39,321 -414,910 -42,598 -598,429 8,293,324 -166,846 776,820 8.101.415 7,604,001 15,705,416
€000 NOTE OF WHICH RELATED
H1 2019 PARTY TRANSACTIONS
OF WHICH RELATED
H1 2018 PARTY TRANSACTIONS
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Profit for the period 1,146,813 617,816
Adjusted by:
Amortisation and depreciation 1,225,227 565,169
Operating change in provisions, excluding uses of provisions for renewal of assets held under
concession
-105,349 41,674
Financial expenses from discounting of provisions for construction services required by contract and
other provisions
8.12 44,529 22,234
Impairment losses/(Reversal of impairment losses) on financial assets and
investments accounted for at fair value
30,557 33
Dividends received and share of (profit)/loss of investees
accounted for using the equity method
35,208 32,104
Impairment losses/(Reversal of impairment losses) and adjustments of current and non-current assets 9,562 488
(Gains)/Losses on sale of non-current assets -783 -617
Net change in deferred tax (assets)/liabilities through profit or loss 16,298 20,169
Other non-cash costs (income) 157,467 -35,999
Change in working capital and other changes -277,435 19,044
-8,392
18,111
Net cash generated from/(used in) operating activities [a] 9.1 2,282,094 1,254,679
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Investment in assets held under concession 7.2 -686,690 -338,330
Purchases of property, plant and equipment 7.1 -94,633 -19,636
Purchases of other intangible assets 7.2 -33,645 -19,483
Government grants related to assets held under concession 4,102 229
Increase in financial assets deriving from concession rights (related to capital expenditure) 57,812 10,691
Purchases of investments -3,658 -9,843
Acquisitions of additional interests and/or investment in
consolidated companies, net of cash acquired
48,003 -1,056,124
Proceeds from sales of property, plant and equipment, intangible assets and
unconsolidated investments
6,019 1,320
Net change in other non-current assets 50,145 801
Net change in current and non-current financial assets -691,749 -28,543
Net cash generated from/(used in) investing activities [b] 9.1 -1,344,294 -1,458,918
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Dividends paid -967,562 -654,430
Return of capital to non-controlling shareholders 7.12 -454,695
Proceeds from exercise of rights under share-based incentive plans 935
Issuance of bonds 7.15 3,922,223 93,116
Increase in medium/long term borrowings
(excluding lease liabilities)
3,028,336 201,046
Increase in lease liabilities 26,325 179
Redemption of bonds 7.15 -667,444 -37,291
Repayments of medium/long term borrowings
(excluding lease liabilities)
-7,290,478 -109,853
Payment of lease liabilities -15,452 -209
Net change in other current and non-current financial liabilities 89,179 -135,154
Net cash generated from/(used in) financing activities [c] 9.1 -2,329,568 -641,661
Net effect of foreign exchange rate movements on net cash and cash equivalents [d] 15,863 -23,156
Increase/(Decrease) in cash and cash equivalents [a+b+c+d] 9.1 -1,375,905 -869,056
NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,072,707 5,613,425
NET CASH AND CASH EQUIVALENTS AT END OF PERIOD 3,696,802 4,744,369
€000 NOTE H1 2019 H1 2018
Income taxes paid 213,166 39,109
Interest and other financial income collected 78.455 45,112
Interest and other financial expenses paid 843,367 432,905
Dividends received 110,336 33,901
Foreign exchange gains collected 10.460 187
Foreign exchange losses incurred 5,361 94
€000 NOTE H1 2019 H1 2018
NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,072,707 5,613,425
Cash and cash equivalents 7.8 5,031,817 5,624,716
Bank overdrafts repayable on demand 7.15 -217 -17,813
Cash and cash equivalents related to discontinued operations 7.11 41.107 6.522
NET CASH AND CASH EQUIVALENTS AT END OF PERIOD 3,696,802 4,744,369
Cash and cash equivalents 7.8 3,673,371 4.766.970
Bank overdrafts repayable on demand 7.15 -10.422 -29.070
Cash and cash equivalents related to discontinued operations 7.11 33,853 6.469

Notes 1. INTRODUCTION

The core business of the Atlantia Group (the "Group") is the management of concessions granted by the relevant authorities. Under the related concession arrangements, the Group's operators are responsible for the construction, management, improvement and upkeep of motorway and airport assets in Italy and overseas. Further information on the Group's concession arrangements is provided in note 4, "Concessions".

The Parent Company is Atlantia SpA ("Atlantia" or the "Company" or the "Parent Company"), a holding company listed on the screen-based trading system (Mercato Telematico Azionario) operated by Borsa Italiana SpA and is, therefore, subject to supervision by the CONSOB (the Commissione Nazionale per le Società e la Borsa, Italy's Securities and Exchange Commission).

The Company's registered office is in Rome, at Via Nibby, 20 and the Company does not have branch offices. The duration of the Company is until 31 December 2050.

At the date of preparation of these condensed consolidated interim financial statements, Sintonia SpA (hereinafter also the "significant shareholder") is the shareholder that holds a relative majority of the issued capital of Atlantia SpA. Neither Sintonia SpA nor its direct parent, Edizione Srl, is responsible for management and coordination of Atlantia SpA.

The condensed consolidated interim financial statements as at and for the six months ended 30 June 2019 were approved by the Company's Board of Directors at its meeting of 2 August 2019.

2. BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated interim financial statements as at and for the six months ended 30 June 2019 have been prepared pursuant to articles 2 and 3 of Legislative Decree 38/2005 and article 154ter "Financial Reports" of the Consolidated Finance Act, as amended, on the assumption that the Parent Company and its consolidated subsidiaries are going concerns.

The condensed consolidated interim financial statements have been prepared in compliance with the International Financial Reporting Standards (IFRS), above all with regard to IAS 34 "Interim Financial Reporting" (relating to the content of interim reports), issued by the International Accounting Standards Board and endorsed by the European Commission, and as in force at the end of the period. These standards reflect the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), in addition to previous International Accounting Standards (IAS) and interpretations issued by the Standard Interpretations Committee (SIC) and still in force at the end of the period. For the sake of simplicity, all the above standards and interpretations are hereinafter referred to as "IFRS".

Moreover, the measures introduced by the CONSOB (Commissione Nazionale per le Società e la Borsa) in application of paragraph 3 of article 9 of Legislative Decree 38/2005, relating to the preparation of financial statements, have also been taken into account.

The condensed consolidated interim financial statements consist of the consolidated accounts (the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows) and these notes. The Group has applied IAS 1 "Presentation of financial statements" and, in general, the historic cost convention, with the exception of those items that are required by IFRS to be recognised at fair value, as explained in the accounting policies for individual items described in note 3, "Accounting standards and policies applied" in the consolidated financial statements as at and for the year ended 31 December 2018, 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 2018.

The statement of financial position is based on the format that separately discloses current and noncurrent assets and liabilities. The income statement is classified by nature of expense. The statement of cash flows has been prepared in application of the indirect method.

IFRS have been applied in accordance with the indications provided in the "Conceptual Framework for Financial Reporting", and no events have occurred that would require exemptions pursuant to paragraph 19 of IAS 1.

CONSOB Resolution 15519 of 27 July 2006 requires that, in addition to the specific requirements of IAS 1 and other IFRS, financial statements must, where material, include separate sub-items providing (i) disclosure of amounts deriving from related party transactions; and, with regard to the income statement, (ii) separate disclosure of income and expenses deriving from events and transactions that are nonrecurring in nature, or transactions or events that do not occur on a frequent basis in the normal course of business.

In this regard, it should be noted that:

  • a) any non-recurring, atypical or unusual transactions, having a material impact on the Group's consolidated income statement, were entered into during the first half of 2019, either with third or related parties. As a result, the consolidated financial statements therefore only show material amounts relating to related party transactions;
  • b) the condensed consolidated interim financial statements as at and for the six months ended 30 June 2019 include the impact on profit or loss and on the financial position of the non-recurring event that took place in August 2018, relating to the collapse of a section of the Polcevera road bridge on the A10 Genoa-Ventimiglia motorway operated by Autostrade per l'Italia, as described in greater detail in note 8.17.

All amounts are shown in thousands of euros, unless otherwise stated. The euro is both the functional currency of the Parent Company and its principal subsidiaries and the presentation currency for these condensed consolidated interim financial statements.

Each component of the consolidated financial statements is compared with the corresponding amount for the comparative reporting period. In this regard, it should be noted that, in line with the form of presentation adopted in the preparation of the consolidated financial statements as at and for the year ended 31 December 2018, compared with the information published in the consolidated interim financial statements as at and for the six months ended 30 June 2018, the consolidated income statement for the first half of 2018 applies a different classification of renewal work carried out on the infrastructure operated under concession by Società Italiana per Azioni per il Traforo del Monte Bianco ("SITMB"). This was deemed to improve the basis of presentation used and has resulted in the reclassification of expenses of €5 million from the item "(Provisions)/Uses of provisions for the repair and replacement of motorway infrastructure" to the item "(Provisions)/Uses of provisions for the renewal of assets held under concession".

With regard to the acquisition of the Abertis group, in line with the approach adopted in preparing the consolidated financial statements as at and for the year ended 31 December 2018 and as permitted by IFRS 3, the transaction has continued to be recognised on a provisional basis, allocating the entire difference between the purchase cost and the net assets acquired to goodwill, as described in note 6. Further information regarding the acquisition of Abertis Infraestructuras SA is provided in the consolidated financial statements as at and for the year ended 31 December 2018.

It should be noted that IFRS 16 - Leases was adopted for the first time from 1 January 2019. The new standard has introduced a single approach to accounting for lease arrangements, removing the distinction between operating and finance leases for the lessee. On first-time adoption, the Atlantia Group elected to avail itself of the practical expedient allowed by the standard, recognising the cumulative effects deriving from adoption of the standard in the statement of financial position as of 1 January 2019, without any change in the comparative income statement. Further information on key aspects of the new standard and its impact on the Group's accounts is provided below in note 3.

3. ACCOUNTING STANDARDS AND POLICIES APPLIED

As mentioned previously in note 2, 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 2019 are consistent with those applied in preparation of the consolidated financial statements as at and for the year ended 31 December 2018, with the exception of the changes introduced as a result of adoption, with effect from 1 January 2019, of the new accounting standard, IFRS 16 – Leases ("IFRS 16"). The impact of the new standard is described below.

Note 3 to the consolidated financial statements as at and for the year ended 31 December 2018, to which reference should be made, provides both a detailed description of the accounting standards and policies applied.

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.

As required by IAS 36, in preparing the condensed consolidated interim financial statements, property, plant and equipment, intangible assets and investments in associates and joint ventures are tested for impairment only where there are internal and external indications of a reduction in value. This process takes into account any evidence previously resulting from the impairment tests conducted during preparation of the annual financial statements for the previous year.

Finally, it should be noted that IFRIC 23 - Uncertainty over Income Tax Treatments came into effect from 1 January 2019. This interpretation has, however, not had an impact requiring disclosure in the condensed consolidated interim financial statements as at and for the six months ended 30 June 2019.

With regard to IFRS 16, a description of the key aspects introduced by this standard and the differences with respect to the standard and interpretations previously applied is provided below.

Key aspects of IFRS 16

The standard (which replaces IAS 17, IFRIC 4, SIC 15 and SIC 27) provides a new definition of lease and introduces a criterion based on control of the asset, to distinguish a lease from a service contract, indicating as discriminating factors the identification of the asset, the right to replace the asset, the right to obtain substantially all the economic benefits deriving from the use of the asset and, lastly, the right to direct the use of the asset underlying the contract.

The new financial reporting standard removes the distinction between operating and finance leases for the lessee. In fact, IFRS 16 requires the lessee to recognise a right-of-use asset in the statement of financial

position at lease commencement (i.e. in the same item where the corresponding assets would be recognised if they were owned), to be depreciated over the term of the right of use. At lease commencement, the lessor recognises, as a contra-entry to the above right-of-use asset, a liability arising from the contract, for an amount equal to the present value of the minimum lease payments. IFRS 16 clarifies that, within the context of the lease contract, a lessee must account separately for the components related to the lease (which are accounted for in accordance with IFRS 16) from those related to other services, which are accounted for in accordance with other IFRS. Lease payments for lease contracts of up to 12 months and those concerning low-value assets may be recognised through profit or loss, considering that they have little significance.

Regarding the lessor, instead, the distinction between finance lease and operating lease continues to apply, depending on the characteristics of the contract, as per IAS 17. Consequently, the lessor will recognise a financial receivable (if a finance lease) or a tangible asset (if an operating lease).

Impact of first-time adoption of IFRS 16

The process of assessing the impact of the new standard on the Group's accounts took place in stages, including one involving the mapping of contracts that might potentially include a lease and the analysis of such contracts to understand the main provisions that would be relevant in relation to the application of IFRS 16. The assessment revealed that the Group does not hold significant assets as a lessee, with the relevant contracts referring mainly to the operating lease of property.

In addition, the Group availed itself of the following practical expedients allowed by the standard on firsttime adoption:

  • a) modified retrospective application, with recognition in the statement of financial position as of 1 January 2019 of the cumulative effects deriving from the adoption of the standard, without any change in the comparative consolidated income statement for 2018;
  • b) use of the information available at the transition date in determining the lease term, with special emphasis given to the exercise of extension and early termination options;
  • c) exclusion of the new accounting method for lease contracts of little significance, with a residual term of up to 12 months (starting from 1 January 2019) or for low-value assets, relating essentially to computers, telephones and other electronic devices. For these assets, lease payments will continue to be recognised through profit or loss, based on the duration of the relevant contracts;
  • d) exclusion of initial direct costs from the measurement of the right as of 1 January 2019;
  • e) exclusion of the application of the new standard for contracts containing leases of intangible assets.

The right-of-use assets recognised in application of IFRS 16 - Leases are included in "Property, plant and equipment" in the consolidated statement of financial position as at 30 June 2019, with details provided in the respective items under leased property, plant and equipment in note 7.1.

It should be noted that the item "Property, plant and equipment held under finance leases", included in the consolidated statement of financial position as at 31 December 2018, is no longer presented and the related amount has been included in the item "Property, plant and equipment", with details provided in note 7.1 with regard to the same items in which the assets recognised in application of IFRS 16 – Leases have been classified.

The following table shows the impact of adoption of IFRS 16 on the Group's financial position as at 1 January 2019.

€000 31 December 2018 Impact of adoption of
IFRS 16
1 January 2019
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 695.769 136.807 832,576
Intangible assets 57.626.877 57,626,877
Investments 3,597,313 3,597,313
Non-current financial assets 4,537,472 4,537,472
Deferred tax assets 1,607,126 1,607,126
Other non-current assets 128.481 128.481
TOTAL NON-CURRENT ASSETS 68,193,038 136,807 68,329,845
CURRENT ASSETS
Trading assets 2,386,690 2,386,690
Cash and cash equivalents 5,031,817 5,031,817
Current financial assets 996.090 996.090
Current tax assets 899.898 899.898
Other current assets 602,580 602,580
Assets held for sale or related to discontinued operations 1,563,468 1,563,468
TOTAL CURRENT ASSETS 11,480,543 11,480,543
TOTAL ASSETS 79,673,581 136,807 79.810.388
€000 31 December 2018 Impact of adoption of
IFRS 16
1 January 2019
EQUITY AND LIABILITIES
EQUITY
Equity attributable to owners of the parent 8,441,946 8.441.946
Equity attributable to non-controlling interests 7,889,801 7,889,801
TOTAL EQUITY 16,331,747 - 16,331,747
NON-CURRENT LIABILITIES
Non-current portion of provisions for construction services required by
contract
2,786,839 2,786,839
Non-current provisions 2,657,576 2,657,576
Non-current financial liabilities 44,151,388 115,758 44,267,146
Deferred tax liabilities 3,237,897 3,237,897
Other non-current liabilities 534,328 534,328
TOTAL NON-CURRENT LIABILITIES 53,368,028 115,758 53,483,786
CURRENT LIABILITIES
Trading liabilities 2.139.300 2,139,300
Current portion of provisions for construction services required by contract 428,493 428,493
Current provisions 1,324,197 1,324,197
Current financial liabilities 4,070,988 21,049 4,092,037
Current tax liabilities 233,024 233,024
Other current liabilities 1,239,264 1,239,264
Liabilities related to discontinued operations 538,540 538,540
TOTAL CURRENT LIABILITIES 9,973,806 21,049 9,994,855
TOTAL LIABILITIES 63,341,834 136,807 63,478,641
TOTAL EQUITY AND LIABILITIES 79,673,581 136,807 79,810,388

With regard to contracts in which Group companies are the lessor, these leases continue to be classified as operating leases (essentially relating to the sub-concessions for the lease of retail and refreshment areas on motorways operated under concession). The introduction of IFRS 16 has therefore not had any impact in relation to these transactions.

4. CONCESSIONS

As previously noted, the Group's core business is the operation of motorways and airports under concessions held by Group companies. The purpose of the concessions is the construction and operation of motorway and airport infrastructure in Italy and overseas.

The main developments during the first half of 2019, in relation to the concessions held by Group companies, are described below. Note 4 to the consolidated financial statements as at and for the year ended 31 December 2018 provides a description of key aspects of the concessions. Further details of events of a regulatory nature during the first half of 2019 are provided in note 10.7 to these condensed consolidated interim financial statements.

Abertis group

Spain

The Abertis group acquired control of Autopistas Trados-45 in the first half of 2019. This company holds the concession, expiring in August 2029, for approximately 15 km of the M-45 orbital motorway serving Madrid.

Brazil

The sections of motorway included in the concession held by Autovias (317 km), which expired on 3 July 2019, have been transferred to the concession newly awarded to ViaPaulista, which covers approximately 721 km and expires in November 2047.

The operator, Centrovias, has agreed an addendum to its existing concession arrangement with the Grantor, ARTESP. This regards the settlement of prior regulatory receivables in return for an extension of the concession term to August 2019.

The operator, Intervias, has agreed an addendum to its existing concession arrangement with the Grantor, ARTESP. This regards the settlement of prior regulatory receivables in return for an extension of the concession term to May 2028.

COUNTRY OPERATOR KILOMETRES IN SERVICE EXPIRY DATE
ITALIAN MOTORWAYS
Ttaly Autostrade per l'Italia 2,854.6 31 Dec 2038
Autostrada Tirrenica 54 8 31 Dec 1946
Autostrade Meridionali 51.6 31 Dec 2012
Raccordo Autostradale Valle d'Aosta 32.3 31 Dec 2032
Tangenziale di Napoli 20.2 31 Dec 2037
Società Italiana per azioni per il Traforo del Monte Bianco 5.8 31 Dec 2050
OVERSEAS MOTORWAYS
Brazil Triangulo do Sol Auto-Estradas 4-4-2-2 18 July 2021
Concessionaria da Rodovia MG050 371.6 12 June 2032
Rodovias das Colinas 307.0 I July 2028
Chile Sociedad Concesionaria de Los Lagos 134.2 20 Sept 2023
Sociedad Concesionaria Litoral Central 80.6 10 Nov 2031
Sociedad Concesionaria Gostanera Norte 43.1 30 June 2033
Sociedad Concesionaria Vespucio Sur 23.5 5 Dec. 2032
Sociedad Concesionaria Autopista Nororiente 21.5 7 Jan 2014
Sociedad Concesionaria AMB 10.0 2022 (3)
Sociedad Concesionaria Conexion Vial Ruta 78 - 68
g.o 2019
Sociedad Concesionaria Americo Vespucio Oriente II 5.2 2052
Poland Stalexport Autostrada Malopolska 61.0 15 Mar 2027
ABERTIS GROUP
Spain Autopistas Concesionaria Española (Acesa) 478.5 31 Aug 2021
Autopistas Aumar Concesionaria del Estado (Aumar) 4.67 -7 31 Dec 2019
Autopistas Vasco-Aragonesa (Avasa) 294.4 II Nov 2026
Castellana (Iberpistas/Castellana) 120.4 18 Nov 2029
Infraestructuras Viáries de Catalunya (Invicat) 66.4 31 Aug 2021
Autopistes de Catalunya (Aucat) 47.3 29 an 2039
Tunels de Barcelona I Cadi concesionaria de la generalitat de Catalunya (Tünels) 46.4 31 Dec 2037
Autopistas de León (Aulesa)
Autopista Trados 4.5 (Trados)
37-7
14.5
10 Mar 2055
31 Aug 2029
France Sanel 1,388.3 31 Dec 2031
Italy Sapn
Autostrade BS VR VI PD
372.4 31 Aug 2033
31 Dec 2026
Brazil ViaPaulista 235.6 22 Nov 2047
720.6
Autopista Fernão Dias 570.4 17 Feb 2033
Autopista Planalto Sul 4.12.7 17 Feb 2033
Autoépista Litoral Sul 4.05.9 17 Feb 2033
Autopista Régis Bittencourt 389.8 17 Feb 2033
Goncesionaria de Rodovias do Interior Paulista (Intervias) 380.3 I9 May 2028
Autopista Fluminense 320.1 17 Feb 2033
Centrovias sistemas rodoviários 218.2 5 Aug 2019
Chile Sociedad Concesionaria del Elqui 228.7 16 Dec 2022
Sociedad Concesionaria Rutas del Pacifico 14-1-4 10 Mar 2024
Sociedad Concesionaria Autopista del Sol 132.6 21 Mar 2021
Sociedad Concesionaria Autopista los Libertadores 115.7 8 Mar 2026
Sociedad Concesionaria Autpista de los Andes 92.3 22 July 2036
Sociedad Concesionaria Autopista Gentral 62.3 31 July 2031
Puerto Rico Autopistas Metropolitanas de Puerto Rico (Metropistas) 87.7 21 Sept 2061
Autopistas de Puerto Rico y Compania (APR) 2.3 2 Feb 2044
Argentina Autopistas del Sol (Ausol) 119.0 31 Dec 2030
Grupo Concesionario del Oeste (Gco) 56.0 31 Dec 2030
India Trichy Tollway Private Limited (Ttpl) 94.0 25 Dec 2026
Taccherla Espressways Private Limited (Tepl) 58.0 20 Aug 2026
COUNTRY OPERATOR AIRPORT EXPIRY DATE
ITALIAN AIRPORTS
Italy Aeroporti di Roma Leonardo da Vinci, Fiumicino
"G.B. Pastine", Giampino 30 June 204.4
OVERSEAS AIRPORTS
France Aéroport de la Côte d'Azur Aéroport Nice Côte d'Azur 31 Dec 204.4
Aéroport Cannes Mandelieu 31 Dec 204.4
Aéroport Golfe Saint-Tropez n/a

5. SCOPE OF CONSOLIDATION

The consolidation policies and methods used for the condensed consolidated interim financial statements as at and for the six months ended 30 June 2019 are consistent with those used in preparation of the consolidated financial statements as at and for the year ended 31 December 2018 and described in note 5 therein.

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 or because, as a result of other events or circumstances that mean it has power over the investee, exposure, or rights, to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect the amount of the investor's returns.

Subsidiaries are consolidated using the line-by-line method and are listed in Annex 1, "The Atlantia Group's scope of consolidation and investments as at 30 June 2019". A number of companies listed in Annex 1 have not been consolidated due to their quantitative and qualitative immateriality to a true and fair view of the Group's financial position, results of operations and cash flows, as a result of their operational insignificance (dormant companies or companies whose liquidation is nearing completion). Entities over which control is exercised are consolidated from the date on which the Group acquires control, whilst they are deconsolidated from the date on which the Group ceases to exercise control, as defined above.

For the purposes of preparing the condensed consolidated interim financial statements, all consolidated companies have, as in previous years, prepared a specific reporting package as of the end of the reporting period, with accounting information consistent with the IFRS adopted by the Group.

The exchange rates used for the translation of reporting packages denominated in functional currencies other than the euro were obtained from the Bank of Italy and are shown below, together with those applied to the comparative period:

2019 2018
CURRENCY Spot exchange rate
as at 30 June
Average exchange
rate in H1
Spot exchange rate
as at 31 December
Average exchange
rate in H1
Euro/US dollar 1.138 1.130 1.145 1 210
Euro/Polish zloty 4.250 4.292 4.301 4 221
Euro/Chilean peso 773.850 763.390 794.370 740.220
Euro/Brazilian real 4.351 4.342 4 444 4.142
Euro/Swiss franc 1.111 1.130 1.127 1.170
Euro/Indian rupee 78.524 79.124 79.730 79.490
Euro/Argentine peso(*) 48.568 48.568 45.159 n/a
Euro/Canadian dollar 1.489 1.507 1.561 n/a
Euro/Colombian peso 3,638.990 3,602.820 3,721.810 n/a
Euro/Hungarian forint 323.390 320.420 320.980 n/a
Euro/Pound sterling 0.897 0.874 0.895 n/a
Euro/Croatian kuna 7.397 7.420 7.413 n/a
Euro/Mexican peso 21.820 21.654 22.492 n/a

Movements in the index used to rebase the Argentine peso in application of IAS 29 are also shown below:

ndex Change
H1 2019
Change
H1 2018
Consumer price index:
"Indice de precios al consumidor con 22.4% 16.0%
cobertura nacional"

The Group's scope of consolidation as at 30 June 2019 differs from the scope used as at 31 December 2018 following the Abertis group's acquisition of control of Autopista Trados-45 SA (in which the Abertis group already held a 50% interest) through the purchase of a further 1% interest for a consideration of €5 million.

Line-by-line consolidation of this company in the first half of 2019 has led to recognition of the value of the concession rights deriving from the concession it holds, regarding a 15-km section of the M-45 motorway, amounting to €89 million.

Considering the immaterial nature of this transaction and the insignificant contribution of this company's operations to the Group's profit or loss or financial position, the full disclosure provided for in IFRS 3 has not been presented.

In addition, whilst not having an impact on the scope of consolidation, as provided for in the related partnership agreements, the merger of Abertis Participaciones with and into Abertis Infraestructuras was completed on 15 March 2019.

Finally, amounts for the first half of 2019 include the contribution of the Abertis group for the full period, following the group's consolidation from 31 October 2018.

6. ACQUISITIONS AND CORPORATE ACTIONS

There were no significant acquisitions or corporate actions during the first half of 2019.

With regard to the acquisition of Abertis Infraestructuras SA and its subsidiaries, completed on 29 October 2018 and described in full in note 6.2 to the consolidated financial statements as at and for the year ended 31 December 2018, the provisional allocation of the transaction in the accounts adopted as at 31 December 2018 has continued to be applied in preparation of the condensed consolidated interim financial statements as at and for the six months ended 30 June 2019.

In this regard, in light of the significance and breadth of the acquisition, the complex structure of the Abertis Group and the current fair value measurement of the assets acquired and liabilities assumed, partly based on the related post-acquisition multi-year plan, it has been deemed appropriate to confirm the previous provisional allocation, continuing to recognise the amounts for assets and liabilities previously recognised in the Abertis group's IFRS consolidated financial statements at the acquisition date and allocating the entire difference between these amounts and the purchase cost to goodwill. This approach has been deemed, at this time, to be clearer and more meaningful for users of the financial statements. This approach is permitted by IFRS 3, as described in greater detail in the above note 6.2 to the consolidated financial statements as at and for the year ended 31 December 2018. As required by IFRS 3, the goodwill arising as a result of the application of this accounting approach has been tested for impairment at the acquisition date on the basis of the method described in IAS 36, as illustrated in note 7.2 to the consolidated financial statements as at and for the year ended 31 December 2018.

As permitted by IFRS 3, final recognition of the fair value of the assets and liabilities of the acquired companies will be completed within 12 months of the acquisition date, in connection with the measurement activities under way that will involve determination of the fair values of the following:

  • a) intangible assets deriving from concession rights;
  • b) financial assets and liabilities;
  • c) non-controlling interests;
  • d) related deferred taxation effects;

and, to the remaining extent that the cost of acquisition exceeds net assets, goodwill.

7. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The following notes provide information on items in the consolidated statement of financial position as at 30 June 2019. Comparative amounts as at 31 December 2018 are shown in brackets. Details of items in the consolidated statement of financial position deriving from related party transactions are provided in note 10.5.

7.1 Property, plant and equipment €813,923 thousand (€695,769 thousand)

As at 30 June 2019, property, plant and equipment amounts to €813,923 thousand, compared with a carrying amount of €695,769 thousand as at 31 December 2018. 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.

30 June 2019 31 December 2018
€000 COST ACCUMULATED
DEPRECIATION
CARRYING
AMOUNT
COST ACCUMULATED
DEPRECIATION
CARRYING
AMOUNT
Property, plant and equipment 2,870,983 -2,058,905 812,078 2,649,909 -1,954,984 694.925
Investment property 8.209 -6,364 1,845 7,356 -6.512 844
Total property, plant and equipment 2,879,192 -2,065,269 813,923 2,657,265 -1,961,496 695,769

The increase in the carrying amount of property, plant and equipment with respect to 31 December 2018, amounting to €118,154 thousand, primarily reflects first-time adoption of IFRS 16, which has involved the recognition of right-of-use assets and matching financial liabilities, in relation to lease contracts in which the group is the lessee, as described in note 3.

The following table shows changes during the period.

CHANGES DURING THE PERIOD
€000 CARRYING
AMOUNT
AS AT
31 DECEMBER
2018
FIRST-TIME
ADOPTION OF
IFRS 16
ADDITIONS DEPRECIATION NET CURRENCY
TRANSLATION
DIFFERENCES
RECLASSIFICATIONS
AND OTHER
ADJUSTMENTS
CHANGE IN SCOPE OF
CONSOLIDATION
CARRYING AMOUNT
AS AT
30 JUNE 2019
Property, plant and equipment
Land 23,804 12,954 20 -3,375 33,403
Leased land 12 2,125 2.424 4,561
Buildings 72,309 3,964 -2,400 -173 -15,295 58,405
Leased buildings 106,768 11,861 -8,862 10 15,928 125,705
Plant and machinery 132,389 2,851 -25,313 -13 -2,188 107,726
Leased plant and machinery 22,603 5,834 -5,102 17 2,036 25,388
Leased equipment 2 81 ട്ടെ -22 117
Industrial and business equipment 121,727 - 3,876 -20,259 160 2552 198 108,254
Other assets 307,295 29,561 -36,274 680 5,126 3 306,391
Other leased assets 2,449 6,586 7,765 -1,681 -36 -199 14,884
Property, plant and equipment under construction and advance
payments
34,950 13,786 162 -21,654 27,244
Total 694,925 136,050 94,633 -99,913 827 -14,645 201 812,078
Investment property
Land 4 র্বা
Buildings 840 -379 11 609 1,081
Leased investment property 757 -6 பி 760
Total 844 757 -385 20 609 1,845
Total property, plant and equipment 695,769 136,807 94,633 -100,298 847 -14.036 201 813,923

"Investment property" refers to land and buildings not used in operations and is stated at cost. The total fair value of these assets is estimated to be approximately €2 million, based on independent appraisals and information on property markets relevant to these types of investment property.

There were no significant changes in the expected useful lives of the Group's property, plant and equipment during the period. There is no evidence of impairment losses on property, plant and equipment.

Information on impairment testing of the invested capital of the Cash Generating Units ("CGUs") to which property, plant and equipment belongs is provided in note 7.2, "Intangible assets".

7.2 Intangible assets €57,365,649 thousand (€57,626,877 thousand)

The item consists of:

  • a) intangible assets deriving from concession rights, totalling €35,536,843 thousand (€35,839,767 thousand as at 31 December 2018), and regarding the following categories:
    • 1) rights acquired from third parties (€20,741,268 thousand), essentially reflecting the fair value of the concession rights resulting from the acquisitions completed by the Group over time;
    • 2) rights recognised as a result of the commitment to perform construction services for which no additional economic benefits are received (€7,891,827 thousand);
    • 3) rights deriving from construction services for which additional economic benefits are received (€6,797,345 thousand);
    • 4) rights deriving from construction services carried out by service area operators, represented by assets that were handed over free of charge to the Group's operators on expiry of the related subconcessions (€106,403 thousand);
  • b) goodwill and other intangible assets with indefinite lives, totalling €21,381,094 thousand, which includes goodwill resulting from the provisional allocation of the difference between the purchase price and the carrying amount of the net assets acquired following the acquisition of the Abertis group, amounting to €16,773,658 thousand;
  • c) other intangible assets of €447,712 thousand, essentially consisting of contractual rights attributable to Aeroporti di Roma, recognised at the time of acquiring control.
30 June 2019 31 December 2018
€000 COST ACCUMULATED
AMORTISATION
ACCUMULATED
IMPAIRMENTS
CARRYING
AMOUNT
COST ACCUMULATED
AMORTISATION
ACCUMULATED
IMPAIRMENTS
CARRYING
AMOUNT
Intangible assets deriving from concession rights 64,685,022 -28,967,631 -180.548 35,536,843 63.727.598 -27,708,781 -179.050 35,839,767
Goodwill and other intangible assets with indefinite
lives
21,400,366 -19,272 21,381,094 21,341,761 -19,239 21,322,522
Other intangible assets 1,309,814 -858.429 -3,673 447,712 1,284,148 -815,367 -4.193 464,588
Intangible assets 87,395,202 -29.826.060 -203,493 57,365,649 86,353,507 -28,524,148 -202,482 57,626,877

There was a net decrease of €261,228 thousand in intangible assets during the first half of 2019, primarily due to a combination of the following:

  • a) amortisation for the period of €1,124,929 thousand;
  • b) investment of €427,097 thousand, primarily in in construction services for which additional economic benefits are received (€393,452 thousand);
  • c) the positive impact of currency translation differences, amounting to €218,430 thousand, mainly due to the fall in the value of the euro against the Brazilian real and Chilean peso at the end of the period;
  • d) the change in the scope of consolidation due to the consolidation of Autopistas Trados-45, amounting to €147,089 and following the acquisition of control of this company in the first half of 2019;

e) an increase in intangible assets deriving from concession rights due to construction services for which no additional benefits are received (€66,429 thousand), with a matching increase in provisions for construction services required by contract as a result of an updated estimate of the present value of construction services to be provided in the future.

The following table shows intangible assets at the beginning and end of the period and changes in the different categories of intangible asset during the first half of 2019.

CHANGES DURING THE PERIOD
€000 CARRYING AMOUNT
AS AT
31 DECEMBER 2018 CAPITALISATIONS AND
ADDITIONS DUE TO
COMPLETION OF
CONSTRUCTION
SERVICES,
ACQUISITIONS AND
HANDOVER FREE OF
CHARGE
AMORTISATION CHANGES DUE TO
REVISED PRESENT
VALUE OF
CONTRACTUAL
OBLIGATIONS
NET CURRENCY
TRANSLATION
DIFFERENCES
RECLASSIFICATIONS
AND OTHER
ADJUSTMENTS
CHANGE IN SCOPE OF
CONSOLIDATION
CARRYING AMOUNT
AS AT
30 JUNE 2019
Intangible assets deriving from concession rights
Acquired concession rights 21,318,000 714,185 191,227 -142,286 88,512 20,741,268
Concession rights accruing from construction
services for which no additional economic
benefits are received
7,860,434 -203,669 66.429 5 421 163,212 7,891,827
Concession rights accruing from construction
services for which additional economic benefits
are received
6,552,230 393,452 -148,481 20,507 -20,363 6,797,345
Concession rights accruing from construction
services provided by sub-operators
109,103 -2,730 30 106,403
Total
Goodwill and other intangible assets with
indefinite lives
35,839,767 393,452 -1,069,065 66,429 217,155 593 88,512 35,536,843
Goodwill and intangible assets with indefinite
lives
21,322,411 58,572 21,380,983
Trademarks 111 111
Total
Other intangible assets
21,322,522 58,572 21,381,094
Commercial contractual relations 230,480 -15,940 214,540
Development costs 32,076 11,241 -12,738 1 2,924 33,504
Industrial patents and intellectual property rights 18,317 556 -5,341 53 139 13,724
Concessions and licenses 57,182 6,024 -8,942 270 229 5 54,768
Other 74,145 3,397 -12,903 eat 5,595 70,925
Intangible assets under development and
advance payments
52,388 12,427 260 -4,824 60,251
Total 464,588 33,645 -55,864 1,275 4,063 5 447,712
Intangible assets 57,626,877 427,097 -1,124,929 66,429 218,430 4,656 147,089 57,365,649

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 2019 H1 2018 INCREASE/
(DECREASE)
Use of provisions for construction services required by contract for which no additional economic benefits are
received
7.13 / 8.10 213,637 147,400 66,237
Use of provisions for renewal of assets held under concession 7.14 21,789 32,839 -11,050
Increase in intangible concession rights accruing from completed oonstruction services for which additional
economic benefits are received
83 393.452 147,395 246,057
Increase in financial assets deriving from motorway construction services 7.4 / 8.3 57,812 10.696 47,116
Investment in assets held under concession 686,690 338,330 348,360

Research and development expenditure of approximately €1 million has been recognised in the consolidated income statement for the period. These activities are carried out in order to improve infrastructure, the services offered, safety levels and environmental protection and in relation to the internal development of software and IT systems.

"Goodwill and other intangible assets with indefinite lives", totalling €21,381,094 thousand, essentially consists of:

  • a) €16,773,658 thousand in goodwill provisionally recognised following the acquisition of control of the Abertis group, representing the difference between the purchase cost and the carrying amount of the net assets acquired, as described in note 6.2 to the consolidated financial statements as at and for the year ended 31 December 2018. This goodwill is attributable to the Abertis group CGU;
  • b) the goodwill allocated to the CGU represented by Autostrade per l'Italia, amounting to €4,382,757 thousand following the acquisition of a majority interest in the former Autostrade – Concessioni e

Costruzioni Autostrade SpA in 2003. This goodwill coincides with the carrying amount as at 1 January 2004 (the IFRS transition date) and was determined in accordance with prior accounting standards under the exemption permitted by IFRS 1;

c) €151,990 thousand in goodwill recognised following the acquisition of control of ACA and its subsidiaries in 2016.

With regard to the recoverability of goodwill and the concession rights belonging to the Group's operators, and of other intangible assets with indefinite lives (included in the CGUs to which the assets belong), and of investments in associates and joint ventures (details of which are provided in note 7.3), there was no new evidence of impairment during the period with respect to the evidence present as at 31 December 2018.

In this regard, considering the results of the impairment tests conducted in accordance with IAS 36 during preparation of the consolidated financial statements at this latter date, and the absence of any events in the subsequent period requiring changes to the key assumptions used in the tests that could have a material impact on the results of such tests, as at 30 June 2019 it was decided that there was no reason to update the tests already carried out and described in notes 7.2 and 7.3 to the consolidated financial statements as at and for the year ended 31 December 2018, to which reference should be made for further details.

This approach was also applied in the case of the Aéroports de la Côte d'Azur CGU, which is subject to a decrease of airport fees to be applied in the period from 15 May to 31 October 2019, as announced during the first half of 2019 and described in note 10.7, "Significant legal and regulatory aspects". In the opinion of the Group's legal advisors, the above decrease is unlawful.

7.3 Investments €3,282,997 thousand (€3,597,313 thousand)

As at 30 June 2019, this item is down €314,316 thousand, primarily due to a combination of the following:

  • a) the loss of €178,642 thousand resulting from fair value measurement of the investment in Hochtief, recognised in other comprehensive income;
  • b) a decrease of €64,774 thousand following the acquisition of control of Autopistas Trados-45 in the first half of 2019, after this company was previously accounted for using the equity method;
  • c) a decrease in the carrying amount of the investments following the collection of dividends amounting €40,735 thousand in the first half of 2019, primarily attributable to Getlink (€30,634 thousand).

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 2019.

CHANGES DURING THE PERIOD
COOO 31 DECEMBER 2018
OPENING BALANCE
ACQUISITIONS
AND CAPITAL
INJECTIONS
REVERSALS OF
IMPAIRMENTS
(IMPAIRMENTS)
DIVIDENDS SALES AND
RETURNS OF
CAPITAL
MEASURMENT
USING EQUITY
METHOD
PROFIT OR LOSS
OTHER
COMPREHENSIVE
INCOME
CHANGE IN SCOPE OF
CONSOLIDATION AND
RECLASSIFICATIONS
CHANGES 30 JUNE 2019
OTHER MINOR CLOSING BALANCE
Investments accounted for using the equity
method in:
· associates and unconsolidated subsidiaries 1,352,667 2,809 6 -40,735 6.220 -39,940 59.736 868 1.341.715
- Joint ventures 74.057 -693 3 -64.774 44 8.637
Investments accounted for at fair value 2.170.589 849 -322 -100 -178,642 -59.736 7 1.932.645
Investments 3,597,313 3,658 -322 -40,735 -100 5,527 -218,579 -64,774 1.009 3,282,997

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 2019

were not available, the above data was supplemented by specific estimates based on the latest available information and, where necessary, restated to bring them into line with Group accounting policies.

The following table shows the Group's principal investments as at 30 June 2019, including the Group's percentage interest and the relevant carrying amount at the end of the period.

30 JUNE 2019 31 DECEMBER 2018
€000 % INTEREST CLOSING
BALANCE
% INTEREST CLOSING
BALANCE
Investments accounted for using the equity
method in:
associates and unconsolidated subsidiaries
Getlink 15.49% 980,505 15.49% 1,040,553
Aeroporto Guglielmo Marconi di Bologna 29.38% 159,289 29.38% 163,092
A'lienor 35.00% 57.349 35.00% 58,110
Tangenziali Esterne di Milano (*) 27.45% 59,319
Autopista Terrassa- Manresa concessionària de la
generalitat de catalunya (AUTEMA)
23.72% 51,000 23.72% 54,672
Road Management Group (RMG) 33.30% 15,917 33.30% 16,961
Constructora de infraestructura vial 40.00% 5,399 40.00% 5,846
Pedemontana Veneta (in liquidation) 61.70% 3,568 61.70% 3,363
Bip & Drive 35.00% 3,245 35.00% 2,860
Autoroutes de liason reine-sarthe (ALIS) 19.67% 1,950 19.67% 1,950
Concesionaria vial de los andes (COVIANDES) 40 00% 949 40.00% 3,720
Other smaller investments 3,225 1,540
Total 1,341,715 1,352,667
- joint ventures
Autopista Trados-45 50.00% 64,774
Areamed 2000 50.00% 4,602 50.00% 5,123
Pune Solapur Expressways Private Limited 50.00% 2,943 50.00% 3,070
Geie del Traforo del Monte Bianco 50.00% 1,000 50.00% 1,000
Rodovias do Tieté 50.00% 50.00%
Other smaller investments 92 90
Total 8,637 74,057
Investments accounted for at fair value
Hochtief Aktiengesellshaft 23.86% 1,804,955 23.86% 1,983,597
Tangenziali Esterne di Milano (*) 26.25% 59,736
Autostrada del Brennero 4.23% 50,001 4.23% 50,001
Lusoponte 17.21% 39,853 17.21% 39,853
Autostrade Lombarde 4.90% 23,074 4.90% 23,074
Tangenziale Esterna 1.25% 5,811 1.25% 5,811
Società di Progetto Brebemi SpA 0.60% 1,862 0.60% 1,862
Autovie Venete 0.42% 1,779 0.42% 1,779
Interporto di Padova 3.27% 1,417 3.27% 1,417
Other smaller investments 3,893 3,459
Total 1,932,645 2,170,589

With regard to the additional disclosures required by IFRS 12 in the event of individually material investments, the following table shows key financial indicators for:

a) Getlink SE, taken from the interim management report as at 30 June 2019, available on its website at https://www.getlinkgroup.com.

00003 1 January 2019 -
30 June 2019
Revenue 523,042
Profit/(Loss) from continuing operations 40,662
Profit/(Loss) from discontinued operations -57
Total other comprehensive income for the period, after tax -238,717
Comprehensive income for the period ended 30 June
2019
-198,112
of which:
- attributable to the investee's controlling shareholders -198.112
- attributable to non-controlling shareholders
00003 30 June 2019
Fixed capital 6,784,390
Net working capital -137,081
Net debt 5,022,888
Equity 1,624,421
of which:
- attributable to the investee's controlling shareholders 1,624,421
- attributable to non-controlling shareholders
Group interest in the carrying amount of the
investee's net assets as at 30 June 2019
251,623

b) Aeroporto Guglielmo Marconi SpA taken from the interim report as at 31 March 2019, published and available on its website at www.bologna-airport.it. These are the most recent financial statements available at the date of these consolidated financial statements.

00003 1 January 2019 -
31 March 2019
Revenue 27,489
Profit/(Loss) from continuing operations 3.547
Total other comprehensive income for the period, after tax
Comprehensive income for the period ended 31 March
2019
3.54
of which:
- attributable to the investee's controlling shareholders 3,547
- attributable to non-controlling shareholders
00003 31 March 2019
Fixed capital 180,428
Net working capital -24,806
Net debt -21.635
Equity 177,257
of which:
- attributable to the investee's controlling shareholders 177,257
- attributable to non-controlling shareholders
Group interest in the carrying amount of the
investee's net assets as at 31 March 2019
52,078

Information on the impairment testing of investments in associates and joint ventures is provided in note 7.2, "Intangible assets".

Annex 1 provides a list of the Group's investments as at 30 June 2019, as required by CONSOB Ruling DEM/6064293 of 28 July 2006.

7.4 Financial assets (non-current) / €4,869,905 thousand (€4,537,472 thousand) (current) / €1,439,179 thousand (€996,090 thousand)

The following analysis shows the composition of other financial assets at the beginning and end of the period, together with the current and non-current portions.

€000 30 June 2019 31 December 2018
CARRYING
AMOUNT
CURRENT
PORTION
NON-CURRENT
PORTION
CARRYING
AMOUNT
CURRENT
PORTION
NON-CURRENT
PORTION
Takeover rights 408,792 408,792 408,313 408,313
Guaranteed minimum tolls 725,767 96.094 629,673 642,037 71,920 570.117
Other financial assets deriving from concession rights 2,376,624 56,332 2,320,292 2,309,720 56,233 2,253,487
Financial assets deriving from concession rights (1) 3,511,183 561,218 2,949,965 3,360,070 536,466 2,823,604
Financial assets deriving from government grants
related to construction services (1)
320,665 76,733 243,932 357,560 74,085 283,475
Term deposits (2) 811,916 458,673 353,243 594,819 245,271 349,548
Derivative assets (3) 407,412 90.483 316,929 247,026 103,139 143,887
Other medium/long-term financial assets (1) 1,012,673 6,837 1,005,836 942,312 5,354 936,958
Other medium/long-term financial assets 1,420,085 97,320 1,322,765 1,189,338 108,493 1,080,845
Current derivative assets (3) 1,525 1,525
Other current financial assets (1) 245,235 245,235 30,250 30,250
6,309,084 1,439,179 4,869,905 5,533,562 996,090 4,537,472

The following table shows changes during the period in financial assets deriving from concession rights.

31 DECEMBER 2018 30 JUNE 2019
€000 CARRYING AMOUNT ADDITIONS DUE
TO REVISED
PRESENT VALUE PRESENT VALUE
ADDITIONS DUE
TO REVISED
REDUCTIONS
DUE TO
AMOUNTS
COLLECTED
CURRENCY
TRANSLATION
DIFFERENCES
RECLASSIFICATIONS
AND OTHER
CHANGES
CARRYING AMOUNT
Takeover rights 408,313 479 408.792
Guaranteed minimum tolls 642.037 27.632 -62,953 25.625 93.426 725,767
Other concession rights 2,309,720 104.851 57.812 -48,638 11.656 -58.777 2,376,624
Financial assets deriving
from concession rights
3,360,070 132,483 57,812 -111,591 37,281 35,128 3,511,183

Financial assets deriving from concession rights, amounting to €3,511,183 thousand, include:

a) the contribution of the Abertis group (€2,031,206 thousand) as a result of accrued receivables due from the various grantors as a return on capital expenditure (€1,897,429 thousand) and guarantees of a minimum level of toll revenue (€133,777 thousand);

  • b) the present value of the financial asset deriving from concession rights represented by the minimum tolls guaranteed by the Grantor of the concessions held by certain of the Group's Chilean operators (€591,990 thousand);
  • c) other financial assets deriving from concession rights (€479,195 thousand), primarily attributable to the Chilean operator, Costanera Norte, in relation to the financial assets due to this company as a result of carrying out the motorway investment programme named Santiago Centro Oriente (hereinafter "CC7");
  • d) takeover rights attributable to Autostrade Meridionali (€408,792 thousand), being the amount payable by a replacement operator on termination of the concession for the company's unamortised capital expenditure during the final years of the outgoing operator's concession.

Financial assets deriving from concession rights are up €151,113 thousand compared with 31 December 2018, essentially due to discounting to present value (€132,483 thousand) and investment in their motorway networks by the Chilean operators (€57,812 thousand).

Term deposits have risen €217,097 thousand compared with 31 December 2018, following new deposits at the Abertis group (€147,984 million) and the Chilean companies (€50,861 thousand).

Other medium/long-term financial assets are up €230,746 thousand compared with 31 December 2018, essentially following the recognition of fair value gains on derivative financial instruments. In this regard, in March 2019, Atlantia entered into a derivative financial instrument called a "funded collar", involving 5.6 million shares in Hochtief (representing approximately 33% of the total shares held). The aim is to mitigate the shares' exposure to the risk that movements in the market price would take the share price below a floor and to benefit from increases in the share price up to a cap. The derivative is being used to secure a loan of €751,953 thousand with an average term to maturity of 6.5 years and with scheduled repayments between September 2024 and March 2026, potentially via the sale of the Hochtief shares at prices within the above range. Fair value gains on this contract as at 30 June 2019 amount to €209,796 thousand, with a matching entry in a fair value hedge reserve in accordance with IFRS 9, in line with the accounting treatment of the underlying Hochtief shares.

There was no indication of impairment of any financial assets recognised in the financial statements in the first half of 2019.

7.5 Deferred tax assets and liabilities Deferred tax assets €1,695,060 thousand (€1,607,126 thousand) Deferred tax liabilities €3,215,799 thousand (€3,237,897 thousand)

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 2019 31 December 2018
Deferred tax assets 2.747.679 2,566,687
Deferred tax liabilities eligible for offset -1.052.619 -959,561
Deferred tax assets less deferred tax liabilities eligible for
offset
1,695,060 1,607,126
Deferred tax liabilities not eligible for offset -3.215.799 -3.237.897
Difference between deferred tax assets and liabilities
(eligible and ineligible for offset)
-1,520,739 -1,630,771

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.

3. Condensed consolidated interim financial

statements

CHANGES DURING THE PERIOD
COOO 31 December 2018 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
CHANGE IN SCOPE
OF CONSOLIDATION
30 June 2019
Deferred tax assets on:
Deductible intercompany goodwill 201.512 -50,043 5.616 157,090
Provisions 947,063 90.799 -100.655 0.443 -8.153 938.497
Restatement of global balance on application of IFRIC 12 by Autostrade
per l'Italia
382.167 224 -10,067 5,639 377,963
Derivative liabilities 154.953 -463 165.524 -18.352 301:662
Tax loss carryforwards 380,315 15,783 4,327 3.444 395,215
Impairments and depreciation of non-current assets 127,241 5.312 -5.487 -64 1.714 763 129,479
Impairment of receivables and inventories 79,437 20,195 -326 392 2.922 102.620
Other temporary differences 293,999 64,905 -37,393 696 120 10,993 11833 345,153
Total 2,566,687 197,218 -208,761 166,220 21,146 -7.427 12,596 2,747,679
Deferred tax liabilities on:
liabilities
acquired through
business combinations
-2,936,729 -152 89.055 -24.152 -2,871,978
Financial assets deriving from concession rights and government grants -388,303 -22,570 9,315 -7.145 -408,703
Derivative assets -44,239 130 13.704 4.592 -34,997
Other temporary differences -828,187 -114,653 11,192 ਰੇਰੇ 2 -12,891 -8,302 -952,740
Total -4,197,458 -137,245 109,562 13,803 2 -48,780 -8,302 -4,268,418
Difference between deferred tax assets and liabilities (eligible and
incligible for offset)
-1,630,771 59,973 -99,199 180,023 21,148 -56,207 4,294 -1,520,739

As shown in the table, the balance of deferred tax assets as at 30 June 2019 primarily includes:

  • a) deferred tax assets on the portion of provisions, primarily for the repair and replacement of motorway infrastructure, deductible in future years (totalling €938,497 thousand);
  • b) deferred tax assets recognised on tax losses eligible to be carried forward to future years (€395,215 thousand), essentially attributable to the impairment of amounts due to Acesa from the grantor, following a dispute over the failure to pay the compensation payable under Royal Decree 457/2006, which approved the agreement between the Spanish government and the company regarding changes to the terms and conditions of the related concession arrangement;
  • c) deferred tax assets recognised as a result of the impact on taxation of adoption of IFRIC 12 by Autostrade per l'Italia (€377,963 thousand);
  • d) deferred tax assets on fair value losses on derivative financial instruments (€301,662 thousand), recognised essentially in equity reserves.

Deferred tax liabilities essentially regard:

  • a) fair value gains recognised on the net assets acquired as a result of past business combinations carried out by the Atlantia Group (€2,871,978 thousand);
  • b) amounts accounted for following the recognition of financial assets deriving from concession rights and from government grants (€408,703 thousand).

7.6 Other non-current assets €82,659 thousand (€128,481 thousand)

This item essentially includes recognition of non-current assets linked to the concession arrangements entered into by the Chilean operators, Ruta 78-68 and Avo II.

7.7 Trading assets €2,846,317 thousand (€2,386,690 thousand)

As at 30 June 2019, trading assets consist of:

  • a) inventories of €95,364 thousand (€98,428 thousand as at 31 December 2018), consisting of stocks and spare parts used in the maintenance or assembly of plant;
  • b) contract assets, totalling €17,260 thousand (€20,042 thousand as at 31 December 2018);
  • c) trade receivables of €2,733,693 thousand (€2,268,220 thousand as at 31 December 2018), the detailed composition of which is shown in the following table.
€000 30 June 2019 31 December 2018
Trade receivables due from:
Motorway users 2,181,455 1,718,463
Airport users 415.010 374,553
Sub-operators at motorway service areas 70.504 88,755
Sundry customers 485,179 421,486
Gross trade receivables 3,152,148 2,603,257
Allowance for bad debts (552,414) (458,921)
Other trading assets 133,959 123,884
Net trade receivables 2,733,693 2,268,220

Trade receivables, after the allowance for bad debts, amount to €3,152,148 thousand, an increase of €548,891 thousand with respect to 31 December 2018 (€2,603,257 thousand). This is essentially due to an increase in receivables due from motorway customers, reflecting both traffic growth and the increased volume of motorway tolls and a delay, until early July 2019, in the collection of tolls billed in arrears.

The following table shows an ageing schedule for trade receivables.

€000 TOTAL RECEIVABLES
AS AT 30 JUNE 2019
TOTAL NOT YET DUE OVERDUE MORE THAN 90 DAYS BETWEEN 90 AND
365 DAYS OVERDUE
MORE THAN ONE YEAR
OVERDUE
Trade receivables 3.152.148 1.927.692 259.579 202,801 762.076

Overdue receivables regard unpaid motorway tolls and uncollected payments for airport services, royalties due from service area operators and sales of other goods and services.

The following table shows movements in the allowance for bad debts for trade receivables in the first half of 2019. The allowance has been determined with reference to past experience and historical data regarding losses on receivables, also taking into account guarantee deposits and other collateral given by customers.

€000 31 DECEMBER 2018 ADDITIONS USES RECLASSIFICATIONS
AND OTHER
CHANGES
30 JUNE 2019
Allowance for bad debts 458.921 83.658 -1.659 11.494 552,414

Interim Report of the Atlantia Group for the six months ended 30 June 2019 111

The carrying amount of trade receivables approximates to fair value.

7.8 Cash and cash equivalents €3,673,371 thousand (€5,031,817 thousand)

Cash and cash equivalents consists of cash on hand and short-term investments and is down €1,358,446 thousand compared with 31 December 2018. Detailed explanations of the cash flows resulting in the decrease of cash and cash equivalents are contained in note 9.1.

7.9 Current tax assets and liabilities Current tax assets €804,656 thousand (€899,898 thousand) Current tax liabilities €329,387 thousand (€233,024 thousand)

Current tax assets and liabilities at the beginning and end of the period are detailed below.

As at 30 June 2019, the Group reports net current tax assets of €475,269 thousand, marking a decrease of €191,605 thousand compared with 31 December 2018 (€666,874 thousand). This broadly reflects the fact that payments on account during the first half of 2019 exceed estimated tax expense for the period.

7.10 Other current assets €588,270 thousand (€602,580 thousand)

This item consists of receivables and other current assets that are not eligible for classification as trading or financial.

7.11 Non-current assets held for sale or related to discontinued operations €1,510,316 thousand (€1,563,468 thousand) Liabilities related to discontinued operations €534,927 thousand (€538,540 thousand)

Net non-current assets held for sale or related to discontinued operations, totalling €975,389 thousand as at 30 June 2019, primarily consist of the net assets of the Hispasat group, totalling €971,180 thousand. On 12 February 2019, Abertis Infraestructuras agreed to sell its 89.7% interest in Hispasat to Red Eléctrica for a consideration of €949 million. The sale is suspensively conditional on receipt of clearance from the relevant authorities.

The following table shows the composition of these assets and liabilities according to their nature (trading, financial or other).

0000 30 June 2019 31 December 2018 INCREASE/
(DECREASE)
Property, plant and equipment and intangible assets 1,315,462 1,364,084 -48,622
Investments 67.426 67.491 -65
Financial assets 54.623 41.225 13.398
- Cash and cash equivalents 33.853 41.107 -7.254
- Other current financial assets 20.770 118 20,652
Trading and other assets 72,805 90,668 -17,863
Assets held for sale or
related to discontinued operations
1,510,316 1,563,468 -53,152
Financial liabilities 325,178 315,494 9,684
Current provisions 5,530 9,283 -3,753
Trading and other liabilities 204,219 213,763 -9.544
Liabilities related to discontinued operations 534,927 538,540 -3,613

7.12 Equity €15,705,416 thousand (€16,331,747 thousand)

Atlantia SpA's issued capital as at 30 June 2019, 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 2019.

Equity attributable to owners of the parent, totalling €8,101,415 thousand, is down €340,531 thousand compared with 31 December 2018. The most important changes during the period are shown in detail in the statement of changes in consolidated equity. These regard:

  • a) Atlantia SpA's payment of a final dividend for 2018, amounting to €736,168 thousand (€0.90 per share);
  • b) the other comprehensive loss for the period, totalling €402,411 thousand (after the related taxation), primarily reflecting a combination of increased fair value losses on cash flow hedges (€347,843 thousand ) and the loss resulting from fair value measurement of the investment in Hocthief (€176,498 thousand), partially offset by a fair value gain on the funded collar (€139,666 thousand), as described above in note 7.4;
  • c) profit for the period attributable to the owner of the parent of €776,820 thousand.

Equity attributable to non-controlling interests of €7,604,001 thousand is down €285,800 thousand compared with 31 December 2018 (€7,889,801 thousand), essentially reflecting a combination of the following:

  • a) the distribution of equity reserves and returns of capital to non-controlling shareholders, totalling €454,695 thousand, mainly regarding payments declared by Abertis HoldCo (€431,926 thousand);
  • b) dividends declared by a number of Group companies that are not wholly owned subsidiaries and payable to non-controlling shareholders, totalling €247,186 thousand;
  • c) the other comprehensive loss for the period, totalling €49,120 thousand, linked primarily to the increase in fair value losses on cash flow hedges;
  • d) profit for the period attributable to non-controlling interests, totalling €369,993 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.

7.13 Provisions for construction services required by contract (non-current) €2,572,769 thousand (€2,786,839 thousand) (current) €659,899 thousand (€428,493 thousand)

Provisions for construction services required by contract represent the residual present value of motorway infrastructure construction and/or upgrade services that certain of the Group's operators, particularly Autostrade per l'Italia, are required to provide and for which no additional economic benefits are received in terms of specific toll increases and/or significant increases in traffic.

The following table shows provisions for construction services required by contract at the beginning and end of the period and changes during the first half of 2019, showing the non-current and current portions.

31 DECEMBER 2018 CHANGES DURING THE PERIOD 30 JUNE 2019
€000 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
3,215,332 2.786.839 428.493 66.429 8.342 -213.637 156.202 3,232,668 2.572.769 659.899

7.14 Provisions

(non-current) €2,748,993 thousand (€2,657,576 thousand) (current) €1,136,853 thousand (€1,324,197 thousand)

As at 30 June 2019, provisions amount to €3,885,846 thousand (€3,981,773 thousand as at 31 December 2018). The following table shows details of provisions by type, showing the non-current and current portions.

30 JUNE 2019 31 DECEMBER 2018
€000 CARRYING
AMOUNT
NON-CURRENT
PORTION
CURRENT PORTION CARRYING
AMOUNT
NON-CURRENT
PORTION
CURRENT PORTION
Provisions for employee benefits 348,279 279.756 68,523 356.968 291,261 65.707
Provisions for repair and replacement of motorway infrastructure 2,492,286 1,671,605 820,681 2,442,859 1,492,347 950,512
Provisions for renewal of assets held under concession 387,616 295,727 91,889 357,062 271.299 85.763
Other provisions 657,665 501.905 155.760 824.884 602,669 222,215
Total provisions 3,885,846 2,748,993 1,136,853 3,981,773 2,657,576 1,324,197

The following table shows provisions at the beginning and end of the period and changes in the first half of 2019.

31 DECEMBER 2018 CHANGES DURING THE PERIOD 30 JUNE 2019
COOO CARRYING AMOUNT OPERATING PROVISIONS FINANCE RELATED
PROVISIONS
REDUCTIONS
DUE TO USES
AND RELEASE
OF EXCESS
PROVISIONS
ACTUARIAL
GAINS/(LOSSES)
RECOGNISED IN
OTHER
COMPREHENSIVE
CURRENCY
TRANSLATION
DIFFERIENCES.
RECLASSIFICATION
S AND OTHER
CHANGES
CHANGE IN SCOPE OF
CONSOLIDATION
CARRYING AMOUNT
Provisions for employee benefits
Post-employment benefits 168,135 807 857 -8.807 1,039 307 161,724
Other employee benefits 188,833 3,242 425 9,826 384 3,497 186,555
Total 356,968 4,049 1,282 -18,633 1.423 3,190 348,279
Provisions for repair and replacement of motorway infrastructure 2,442,859 328,781 30,451 -454 657 142,414 2,438 2,492,286
Provisions for renewal of assets held under concession 357,062 50,215 2,128 -21,789 387,616
Other provisions
Provisions for impairments exceeding carrying amount of investments 3,624 -79 3,545
Provisions for disputes, liabilibes and sundry charges 821,260 27,076 2,326 -50,650 .145,892 654.1200
Total 824,884 27,076 2,326 -50,729 -145,892 657,665
Provisions 3,981,773 410,121 36,187 -545 808 1,423 -288 2,438 3,885,846

The overall balance for provisions is down €95,927 thousand, essentially reflecting a combination of the following:

  • a) uses of provisions for the repair and replacement, totalling €454,657 thousand, linked to work carried out during the period, including €153,703 thousand relating to the activities involved in demolition and reconstruction of the Polcevera road bridge;
  • b) uses of provisions for disputes, liabilities and sundry charges, amounting to €50,729 thousand, primarily regarding compensation paid in connection with the collapse of a section of the Polcevera road bridge, and to cover the cost of consultants' fees and legal expenses linked to actions undertaken to protect the rights of the operator, Autostrade per l'Italia, and those of its employees who are under investigation;
  • c) operating and finance-related provisions for repair and replacement, totalling €359,232 thousand.
  • 7.15 Financial liabilities

(non-current) €42,685,833 thousand (44,151,388) thousand (current) €5,594,574 thousand (€4,070,988 thousand)

MEDIUM/LONG-TERM BORROWINGS

(non-current) €42,685,833 thousand (€44,151,388 thousand) (current) €4,574,597 thousand (€3,270,753 thousand)

The following tables provide an analysis of medium/long-term financial liabilities, showing: a) an analysis of the balance by face value and maturity (current and non-current portions);

3. Condensed consolidated interim financial

statements

30 June 2019 31 December 2018
Term
00000 Face value Carrying
amount
Current
portion
Non-current
portion
between 13
and 60
after 60
months
Face value Carrying
amount
Current
portion
Non-current
portion
(3) (2) (2) (2) Sandsi puog 26,265,374 25,848,831 2,809,391 23,039,440 7,039,156 16,000,284 22,795,708 22,487,089 1,615,204 20,871,885
· listed fixed rate 24,155,523 2.326.514 21,828,009 6,266,246 15,562,764 20,908,301 1,360,288 19,548,013
· listed floating rate 1,034,106 470.927 1.163.179 725,658 437,520 1,520,946 254,917 1.266.029
- unlisted floating rate 59,202 11.950 47,252 47,252 57,842 -1 57,843
Bank borrowings 7,969,266 7,904,935 236,842 7,668,093 5,078,390 2,589,703 8,068,265 7,921,678 900,117 7,021,561
- fixed rate 3,073,443 133,111 2,940,332 896,940 2,243,392 1,945,130 121,392 1,823,739
· floating rate 4,831,492 103,731 4,727,781 4,381,450 346,311 5,976,548 778,725 5,197,822
Other borrowings 11,128,826 11,063,075 1,167,291 9,895,784 6,738,171 3,157,613 15,099,604 14,978,391 268,482 14,709,909
· listed fixed rate 2.873.077 182.261 2.790.816 240,740 2,550,076 3,005,650 116,438 2889 211
· floating rate 7,768,557 932,652 6,835,905 6,278,555 557,350 11,721,610 127,078 11,594,532
- non-interest bearing 321,441 52,378 269,063 218,876 50,187 251,131 24,966 226,166
Medium/long-term borrowings (2) (8) 19,098,092 18,968,010 1,404,133 17,563,877 11,816,561 5,747,316 23,167,869 22,900,069 1,168,599 21,731,470
Derivative liabilities (4) 1 406,074 1,406,074 921,144 921,144
Accrued expenses on medium/long-term financial liabilities (2) 357,614 357,614 483,562 483,562
Other financial liabilities 679,901 3.458 676,442 630,277 3,388 626,889
Other medium/long-term financial liabilities 1,037,515 361,073 676,442 1,113,839 486,950 626,889
Total 47,260,430 4.574.597 42,685,833 18,855,717 21,747,600 47,422,141 3,270,753 44.151.388
30 June 2019 31 December 2018
€000 Maturity Carrying amount
(1)
Fair
value (2)
Carrying amount
(1)
Fair
value (2)
Bond issues
- listed fixed rate from 2019 to 2039 24,155,523 23,713,584 20,908,301 19,877,449
- listed floating rate from 2019 to 2026 1,634,106 1,497,717 1,520,946 1,903,476
- unlisted floating rate 2022 59,202 64,234 57,842 63,849
Total bond issues (a) 25,848,831 25,275,535 22,487,089 21,844,773
Bank borrowings
- fixed rate from 2019 to 2036 3,073,443 3,307,015 1,945,130 1,963,852
- floating rate from 2019 to 2031 4,831,492 4,523,177 5,976,548 5,933,690
Total bank borrowings (b) 7,904,935 7,830,192 7,921,678 7,897,542
Other borrowings
- fixed rate from 2019 to 2026 2,973,077 2,411,129 3,005,650 3,142,077
- floating rate from 2019 to 2034 7,768,557 7,768,557 11,721,610 11,908,863
- non-interest bearing from 2019 to 2020 321,441 321,441 251,131 251,132
Total other borrowings (c) 11,063,075 10,501,127 14,978,391 15,302,072
Medium/long-term borrowings d= (b+c) 18,968,010 18,331,319 22,900,069 23,199,614
Derivative liabilities (e) 1,406,074 1,406,074 921,144 921,144
Accrued expenses on medium/long-term financial liabilities 357,614 357,614 483,562 483,562
Other financial liabilities 679,901 679,901 630,277 630,277
Other medium/long-term financial liabilities (f) 1,037,515 1,037,515 1,113,839 1,113,839
Total (a+d+e+f) 47,260,430 46,050,443 47,422,141 47,079,372

b) type of interest rate, maturity and fair value at the end of the period;

c) a comparison of the face value of bond issues and medium/long-term borrowings and the related carrying amount, by issue currency, showing the respective average and effective interest rates;

COOO 30 June 2019 31 December 2018
FACE VALUE CARRYING AMOUNT AVERAGE INTEREST RATE
APPLIED TO
30 JUNE 2019
EFFECTIVE INTEREST
RATE
AS AT 30 JUNE 2019
FACE VALUE CARRYING AMOUNT
Euro (EUR) 38,455,287 37,996,768 2.12% 2.91% 40,284,253 39,767,911
Chilean peso (CLP) / Unidad de fomento (UF) 2,350,518 2,348,987 5,56% 5.45% 1,675,945 1,649,530
Sterling (GBP) 1,006,352 953,524 5.79% 5.47% 558,955 516,732
Brazilian real (BRL) 2,194,229 2,188,772 8.68% 8.31% 2,101,105 2,089,288
Yen (JPY) 327,457 327,419 5.67% 5,52% 317,838 318,212
Polish zloty (PLN) 21,365 17,890 4.20% 10.09% 18,232 10,161
Indian rupee (INR) 69,120 68,776 9.48% 9.47% 72,526.40 72,134.32
US dollar (USD) 939,138 914,705 6.59% 8.89% 934,722 963,190
Total 45,363,466 44,816,841 45,963,577 45,387,158

As at 30 June 2019, the weighted average cost of the Atlantia Group's medium/long-term borrowings, including differentials on hedging instruments, was 3.5% (reflecting the combined effect of the 3.0% paid by the companies operating in the euro area, the 5.4% paid by the Chilean companies and the 8.3% paid by the Brazilian companies).

d) movements during the period in the carrying amounts of outstanding bond issues and medium/longterm borrowings.

€000 CARRYING AMOUNT
AS AT 31 DECEMBER
2018
NEW
BORROWINGS
REPAYMENTS CURRENCY
TRANSLATION
DIFFERENCES
AND OTHER
CHANGES
CARRYING AMOUNT
AS AT 30 JUNE 2019
Bond issues 22,487,089 3.922.223 -667,444 106,963 25.848.831
Bank borrowings 7,921,678 732,510 -774,340 25.087 7.904.935
Other borrowings 14,978,391 2,314,921 -6.531.590 301,353 11,063,075
Total 45,387,158 6,969,654 -7,973,374 433,403 44,816,841

The Group uses derivative financial instruments to hedge certain current and highly likely future financial liabilities, including interest rate swaps (IRSs), cross currency swaps (CCSs), which are classified as cash flow hedges or fair value hedges pursuant to IFRS 9. The fair value of the hedging instruments as at 30 June 2019 is recognised in "Derivative liabilities". More detailed information on financial risks and the manner in which they are managed, in addition to details of outstanding financial instruments held by the group, is contained in note 9.2.

Bond issues (non-current) €23,039,440 thousand (€20,871,885 thousand) (current) €2,809,391 thousand (€1,615,204 thousand)

The item principally refers to: i) bonds issued by Abertis group companies, totalling €14,983,941 thousand, ii) bonds issued by Autostrade per l'Italia, totalling €7,382,667 thousand, iii) bonds issued by Atlantia, totalling €1,734,757 thousand and by Aeroporti di Roma, totalling €867,206 thousand. The overall increase of €3,361,742 thousand essentially reflects new issues totalling €3,922,223 thousand, mainly by Abertis Infraestructuras (€3,067,181 thousand) as part of the refinancing of the acquisition of control of then Abertis group, and by a number of Chilean and Brazilian companies in the Abertis group (totalling €719,563 thousand), partially offset by Autostrade per l'Italia's redemption of bonds in 2019 (€593,154 thousand).

Medium/long-term borrowings

(non-current) €17,563,877 thousand (€21,731,470 thousand) (current) €1,404,133 thousand (€1,168,599 thousand)

The balance of this item, amounting to €18,968,010 thousand, including the current and non-current portions, is down €3,932,059 thousand compared with 31 December 2018 (€22,900,069 thousand) essentially reflects:

  • a) partial early repayment by Abertis Infraestructuras of the financing obtained in relation to the acquisition of control of the Abertis group (€5,127,507 thousand);
  • b) repayment of the Revolving Credit Facility obtained by Atlantia in July 2018 (with €675,000 thousand drawn down in September 2018);
  • c) new loans obtained by Abertis Infraestructuras and the Abertis group's Brazilian operators (totalling €1,335,882 thousand) and by Atlantia as part of the funded collar transaction (€751,953 thousand) described in note 7.4.

A number of the Group's long-term borrowings include negative pledge provisions, in line with international practice. Under these provisions, it is not possible to create or maintain (unless required to do so by law) collateral guarantees on all or a part of any proprietary assets, with the exception of project debt. The above agreements also require compliance with certain financial covenants.

The method of selecting the variables to compute the ratios is specified in detail in the relevant loan agreements. Breach of these covenants, at the relevant measurement dates, could constitute a default event and result in the lenders calling in the loans, requiring the early repayment of principal, interest and of further sums provided for in the agreements.

The most important covenants are described below:

  • a) in Atlantia's case, the loan agreements entered into in 2018 to finance the investment in Abertis Infraestructuras (term loans), together with revolving facilities for general corporate purposes, require compliance with a minimum threshold for the Interest Coverage Ratio, FFO/Total Net Debt and Consolidated Net Worth;
  • b) in Autostrade per l'Italia's case, the loan agreements with Cassa Depositi e Prestiti (totalling €739,382 thousand as at 30 June 2019) require compliance with a minimum threshold for "Operating Cash Flow available for Debt Service/Debt Service" (DSCR);
  • c) in Aeroporti di Roma's case, the company's revolving line of credit requires compliance with a maximum leverage ratio. In addition to a maximum leverage ratio (linked to the long-term ratings assigned to Aeroporti di Roma by the relevant rating agencies), the medium/long-term loan agreements financing the company's investment programme, entered into with the European Investment Bank and Cassa Depositi e Prestiti, also require the company to ensure that its interest coverage ratio remains within certain limits linked to the company's long-term ratings.

In December 2018, Autostrade per l'Italia entered into an agreement with the EIB that provides for the suspension, until March 2020, of the application of certain provisions allowing the bank to withdraw from the loan agreement and request early repayment. This follows the decrease in the Company's ratings to below BBB and/or the Grantor's launch of formal proceedings that may result in early termination of the Single Concession Arrangement.

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.

Non-current derivative liabilities

(non-current) €1,406,074 thousand (€921,144 thousand) (current) thousand - (-)

This item represents fair value losses on outstanding derivatives as at 30 June 2019 and primarily includes:

  • a) fair value losses (€710,587 thousand) on Interest Rate Swaps (IRS), classified as cash flow hedges in accordance with IFRS 9, entered into by Autostrade per l'Italia, Atlantia and Abertis Infraestructuras to hedge interest rate risk on their existing non-current financial liabilities and those that are highly likely to be assumed in the future, in keeping with the Group's financial plan;
  • b) fair value losses (€444,660 thousand) on Cross Currency Swap (CCS) di Autostrade per l'Italia and Abertis Infraestructuras.
  • c) fair value losses (€128,211 thousand) on Aeroporti di Roma's Cross Currency Swaps hedging bond issues denominated in pounds sterling (GBP).

Further details of derivative financial instruments entered into by Group companies for hedging purposes are contained in note 9.2.

Other medium/long-term financial liabilities (non-current) €676,442 thousand (€626,889 thousand) (current) €361,073 thousand (€486,950 thousand)

This item is broadly in line with the balance for 31 December 2018.

SHORT-TERM FINANCIAL LIABILITIES €1,019,977 thousand (€800,235 thousand)

The composition of short-term financial liabilities is shown below.

€000 30 June 2019 31 Dec 2018
Bank overdrafts repayable on demand 10.422 217
Short-term borrowings 424,516 293,520
Derivative liabilities (1) 39,378 11,369
Other current financial liabilities 545,661 495,129
Passività finanziarie a breve termine 1,019,977 800,235

The balance is up €219,742 thousand compared with 31 December 2018, due primarily to:

  • a) new borrowings maturing by the end of the first half of 2020 obtained by Telepass and Autostrade per l'Italia;
  • b) an increase in the fair value of derivative liabilities following a decline in the interest rates applied to hedging instruments as at 30 June 2019 compared with those used as at 31 December 2018.

NET DEBT IN COMPLIANCE WITH ESMA RECOMMENDATION OF 20 MARCH 2013

An analysis of the various components of consolidated net debt is shown below with amounts payable to and receivable from related parties, as required by CONSOB Ruling DEM/6064293 of 28 July 2006, in accordance with European Securities and Markets Authority ("ESMA") Recommendation of 20 March 2013 (which does not entail the deduction of non-current financial assets from debt).

€M Note 30 June 2019 OF FHICH
31 December
RELATED PARTY
TRANSACTIONS 2018
OF WHICH
RELATED PARTY
TRANSACTION'S
Cash -2,979 -3.884
Cash equivalents -694 -1,148
Cash and cash equivalents related to discontinued operations -34 -41
Cash and cash equivalents (A) -3,707 -5,073
Current financial assets (1) (B) -1,460 -996
Bank overdrafts repayable on demand 10
Current portion of medium/long-term financial liabilities 4,575 3,271
Other financial liabilities 1,010 800
Financial liabilities related to discontinued operations 325 315
Current financial liabilities (4) (C) 5,920 4,386
Current net debt (D=A+B+C) 753 -1,683
Bond issues 23,039 20,872
Medium/long-term borrowings 17,564 8
21,731
8
Other non-current financial liabilities 2,083 1,548
Non-current financial liabilities (E) 7.15 42,686 44,151
(Net funds) / Net debt as defined by ESMA recommendation
(F=D+E)
43,439 42,468
Non-current financial assets (G) 7.4 -4,870 52
-4,537
49
Net debt (H=F+G) 38,569 37,931

7.16 Other non-current liabilities €328,586 thousand (€534,328 thousand)

This item is down €205,742 thousand compared with 31 December 2018.

7.17 Trading liabilities €2,232,868 thousand (€2,139,300 thousand)

An analysis of trading liabilities is shown below.

0000 30 June 2019 31 December 2018
Contract liabilities 409 579
Amounts payable to suppliers 1,263,838 1,297,208
Payable to operators of interconnecting motorways 730.346 623.781
Tolls in the process of settlement 118,500 85,588
Accrued expenses, deferred income and other trading
liabilities
119.775 132.144
Trade payables 2,232,459 2.138.721
Trading liabilities 2,232,868 2.139,300

The increase of €93,568 thousand essentially reflects an increase in amounts payable to the operators of interconnecting motorways (€106,565 thousand), linked to increased toll revenue at the Group's motorway operators.

7.18 Other current liabilities €1,226,398 thousand (€1,239,264 thousand)

The balance is substantially in line with 31 December 2018.

8. NOTES TO THE CONSOLIDATION INCOME STATEMENT

This section contains analyses of the most important consolidated income statement items. Negative components of the income statement are indicated with a minus sign in the headings and tables in the notes, whilst amounts for the first half of 2018 are shown in brackets. Compared with the first half of 2018, the results of operations flow for the first half of 2019 include the contribution of the Abertis group. Details of amounts in the consolidated income statement deriving from related party transactions are provided in note 10.5.

8.1 Toll revenue €4,493,146 thousand (€2,025,813 thousand)

Toll revenue is up €2,467,333 thousand compared with the first half of 2018 (€2,025,813 thousand). Net of the impact of exchange rate movements, which had a negative impact of €11,520 thousand, and the Abertis group's contribution, amounting to €2,413,829 thousand, toll revenue is up €65,024 thousand, primarily as a result of the following:

  • a) traffic growth on the Italian network (up 1.0%) boosting revenue by an estimated €22 million, after taking into account the positive impact of the different traffic mix;
  • b) an improved contribution from overseas operators (up €44 million), linked to the application of toll increases on the overseas network and traffic growth registered by the Group's operators in Chile (6.1%), Brazil (5.9 %) and Poland (1.6%).

8.2 Aviation revenue €393,867 thousand (€387,328 thousand)

Aviation revenue is up €6,539 thousand (2%) on the first half of 2018, primarily due to traffic growth at Aeroporti di Roma (passenger traffic up 2.0%).

€000 H1 2019 H1 2018 INCREASE/
(DECREASE)
Airport fees 278,701 276.684 2.017
Centralised infrastructure 10.606 11.453 -847
Security services 78.707 75,845 2,862
Other 25,853 23,346 2.507
Aviation revenue 393,867 387,328 6,539

8.3 Revenue from construction services €451,295 thousand (€158,091 thousand)

An analysis of revenue from construction services is shown below.

€000 H1 2019 H1 2018 INCREASE/
(DECREASE)
Revenue from construction services for which additional economic benefits are
received
393.452 147.395 246.057
Revenue from investment in financial concession rights 57.812 10.696 47.116
Revenue from construction services provided by sub-operators 31 31
Revenue from construction services 451,295 158,091 293,204

Revenue from construction services essentially consists of construction services for which additional benefits are received and financial assets deriving from concession rights, represented by the fair value of the consideration due in return for the construction and upgrade services rendered in relation to assets held under concession during the period.

Excluding the Abertis group's contribution, amounting to €221,330 thousand, this item is up €71,874 thousand, mainly attributable to Aeroporti di Roma and certain Chilean operators.

In the first half of 2019, the Group carried out additional construction services for which no additional benefits are received, amounting to €213,637 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 decrease of operating costs for the period, as explained in note 8.10.

8.4 Other operating revenue €716,570 thousand (€490,475 thousand)

An analysis of other operating revenue is provided below.

€000 H1 2019 H1 2018 INCREASE/
(DECREASE)
Revenue from sub-concessions 266,532 226,919 39,613
Revenue from Telepass and Viacard fees 81,689 81,270 419
Maintenance revenue 21,487 20,786 701
Other revenue from motorway operation 19,988 18,166 1,822
Damages and compensation 57.002 16.916 40.086
Revenue from products related to the airport business 28.733 27,764 969
Refunds 17,455 17,824 -369
Revenue from the sale of technology devices and services 91,136 11,625 79,511
Advertising revenue 4.860 2.054 2.806
Other income 127,688 67,151 60,537
Other operating revenue 716,570 490,475 226,095

Excluding the Abertis group's contribution, amounting to €177,565 thousand, this item is up €48,530 thousand, essentially reflecting the impact of the agreement between Autostrade per l'Italia and its insurance company regarding quantification of the amount payable to Autostrade per l'Italia under existing third-party liability insurance policies covering the collapse of a section of the Polcevera road bridge (€37,500 thousand).

8.5 Raw and consumable materials -€320,229 thousand (-€159,083 thousand)

This item is up €161,146 thousand compared with the first half of 2018. This essentially reflects the costs incurred by Autostrade per l'Italia in order to purchase civil properties and industrial buildings following the collapse of a section of the Polcevera road bridge and as requested by the Special Commissioner. These charges of €114,913 thousand are almost entirely covered by use of the provisions for the repair and replacement of motorway infrastructure already made as at 31 December 2018. Further details are provided in note 8.17.

3. Condensed consolidated interim financial

statements

€000 H1 2019 H1 2018 INCREASE/
(DECREASE)
Construction materials -70.354 -69.295 -1.059
Electrical and electronic materials -28,162 -14,497 -13.665
Lubricants and fuel -29,924 -15,631 -14,293
Other raw and consumable materials -191,947 -61,794 -130,153
Cost of materials -320,387 -161,217 -159,170
Change in inventories of raw, ancillary and consumable materials and goods for
resale
-48 1.455 -1.503
Capitalised cost of raw materials 206 679 -473
Raw and consumable materials -320,229 -159.083 -161,146

8.6 Service costs -€1,225,347 thousand (-€540,035 thousand)

An analysis of service costs is provided below.

€000 H1 2019 H1 2018 INCREASE/
(DECREASE)
Construction and similar -481,051 -252,653 -228,398
Professional services -105,577 -84,390 -21,187
Transport and similar -34.850 -32,858 -1.992
Utilities -52.455 -24,511 -27,944
Insurance -33,979 -18,600 -15,379
Statutory Auditors' fees -835 -800 -35
Other services -517,287 -126,585 -390,702
Gross service costs -1,226,034 -540,397 -685,637
Capitalised service oosts for assets other than concession assets 687 362 325
Service costs -1,225,347 -540,035 -685,312

Excluding the Abertis group's contribution, amounting to €548,114 thousand, this item is up €137,198 thousand. This broadly reflects an increase in construction services relating to the greater volume of investment in assets held under concession, an increase in motorway maintenance and the costs connected with the progress of work on demolition and reconstruction of the Polcevera road bridge. These latter charges (€24,345 thousand) are almost entirely covered by use of the provisions for the repair and replacement of motorway infrastructure already made as at 31 December 2018. Further details are provided in note 8.17.

8.7 Staff costs

-€803,501 thousand (-€497,142 thousand)

An analysis of staff costs is shown below.

€000 H1 2019 H1 2018 INCREASE/
(DECREASE)
Wages and salaries -534,208 -346,727 -187.481
Social security contributions -158,525 -103,116 -55.409
Payments to supplementary pension funds, INPS and post-employment
benefits
-20,999 -17.997 -3.002
Directors' remuneration -4.122 -2.998 -1.124
Other staff costs -87,398 -27.477 -59.921
Gross staff costs -805,252 -498,315 -306,937
Capitalised staff costs for assets other than concession assets 1.751 1.173 578
Staff costs -803,501 -497,142 -306,359

This item is up €306,359 million, primarily due to the Abertis group's contribution (€279,999 thousand) and an increase in the fair value of staff incentive plans, mainly linked to the positive performance of Atlantia's share price in the first half of 2019.

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.

€000 H1 2019 H1 2018 INCREASE/
(DECREASE)
Senior managers 287 292 -5
Middle managers and
administrative staff
8,257 8,113 144
Toll collectors 2,900 2,993 -93
Manual workers 4,298 4,314 -16
Total 15,742 15,712 30
Abertis group 13,161
Total 28,903

8.8 Other operating costs -€483,424 thousand (-€300,241 thousand)

Other operating costs are analysed in the following table.

0003 H1 2019 H1 2018 INCREASE/
(DECREASE)
Concession fees -292,631 -247.454 -45.177
Lease expense -15,758 -10,880 -4,878
Grants and donations -15,331 -12,828 -2.503
Direct and indirect taxes -150.763 -19.316 -131.447
Other -9.913 -9.763 -150
Other operating costs -176,007 -41.907 -134,100
Other capitalised costs 972 972
Other operating costs -483.424 -300,241 -183.183

Other operating costs are up €183,184 thousand, primarily due to the Abertis group's contribution, amounting to €179,392 thousand, and essentially attributable to the recognition of indirect and direct taxes.

8.9 Operating change in provisions €76,693 thousand (-€7,759 thousand)

This item consists of operating changes (new provisions and uses) in provisions, excluding those for employee benefits (classified in staff costs), made by Group companies during the period in order to meet their legal and contractual obligations requiring the use of financial resources in future years. The positive balance of €76,693 thousand reflects a combination of the following:

  • a) the positive balance of provisions for the repair and replacement of motorway infrastructure, totalling €125,876 thousand. After excluding uses (€153,703 thousand) linked to the costs incurred in relation to demolition and reconstruction of the Polcevera road bridge, the resulting expense of €27,827 thousand primarily regards a fall in the interest rates used to adjust the present value of the provisions;
  • b) net provisions for the renewal of assets held under concession, amounting to €28,426 thousand;
  • c) the negative balance of provisions for risks and charges (€20,757 thousand), primarily following receipt of a number of notices of assessment regarding local taxes.

8.10 Use of provisions for construction services required by contract €213,637 thousand (€147,400 thousand)

This item regards the use of provisions for construction services required by contract, relating to services for which no additional economic benefits are received rendered during the period, net of accrued government grants (recognised in revenue from construction services, as explained in note 8.3). The item represents the indirect adjustment to construction costs classified by nature and incurred by the Group's operators, above all Autostrade per l'Italia, whose concesssion arrangements provide for such obligations. The increase of €66,237 thousand is linked to greater investment in the upgrade of the A1 Milan-Naples between Bologna and Florence.

Further information on construction services and capital expenditure during the period is provided in notes 7.2 and 8.3.

8.11 (Impairment losses) and reversals of impairment losses -€9,562 thousand (-€537 thousand)

The balance reflects the result of changes in estimates regarding the partial non-collection of receivables arising in previous years.

8.12 Financial income/(expenses)

-€672,960 thousand (-€262,804 thousand)

Financial income €422,007 thousand (€186,587 thousand) Financial expenses -€1,132,073 thousand (-€462,949 thousand) Foreign exchange gains/(losses) €37,106 thousand (€13,558 thousand)

An analysis of financial income and expenses is shown below.

€000 H1 2019 H1 2018 INCREASE/
(DECREASE)
Financial income accounted for as an increase in financial assets deriving from concession
rights and government grants
136,850 37,467 99,383
Dividends received from investees measured at fair value 69,601 4,189 65,412
Income from derivative financial instruments 71,011 62,200 8,811
Financial income accounted for as an increase in financial assets 34,129 25,526 8,603
Interest and fees receivable on bank and post office deposits 29,907 8,183 21,724
Other 80,509 49,022 31,487
Other financial income 215,556 144,931 70,625
Total financial income (a) 422,007 186,587 235,420
Financial expenses from discounting of provisions for construction services required by
contract and other provisions
-44,529 -22,234 -22,295
Interest on bonds -445,431 -226,966 -218,465
Losses on derivative financial instruments -169,988 -80,074 -89,914
Interest on medium/long-term borrowings -233,617 -49,071 -184,546
Interest expense accounted for as an increase in financial liabilities -8,657 -7,386 -1,271
Impairment losses on investments accounted for at cost or fair value and non-current financial assets -33,828 -33 -33,795
Interest and fees payable on bank and post office deposits -499 -1,013 514
Other -115,786 -76,172 -39,614
Net financial expenses resulting from hyperinflation (IAS 29) -79,738 -79,738
Other financial expenses -1,087,544 -440,715 -646,829
Total financial expenses (b) -1,132,073 -462,949 -669,124
Foreign exchange gains/(losses) (c) 37,106 13,558 23,548
Financial income/(expenses) (a+b+c) -672,960 -262,804 -410,156

Net other financial expenses, totalling €871,988 thousand, are up €576,204 thousand compared with the first half of 2018 (€295,784 thousand), essentially reflecting a combination of the following:

  • a) the contributions of the Abertis group and Abertis HoldCo (€568,053 thousand), which include the cost of the financing obtained to finance the acquisition of control of Abertis Infraestructuras;
  • b) an increase in the cost of derivative financial instruments (€41,079 thousand), relating to the cost of stabilising the cost of debt over time, and primarily linked to fair value losses on certain derivatives and the recognition of differentials on Interest Rate Swaps;
  • c) a decrease in interest expense on bonds in issue (€28,843 thousand), linked to repayments of bonds by Atlantia in November 2018 (€18,281 thousand) and by Autostrade per l'Italia in February 2019 (€10,562 thousand).

In addition, dividends from investees measured at fair value (€69,601 thousand) are up €65,412 thousand, essentially reflecting Atlantia's share of dividends declared by Hochtief in the first half of 2019 (€63,373 thousand).

8.13 Share of profit/(loss) of investee for using the equithy method €5,527 thousand (-€2,392 thousand)

The "Share of (profit)/loss of investees accounted for using the equity method" for the period amounts to a profit of €5,527 thousand. This reflects the Group's share of the profit or loss of its associates and joint ventures.

8.14 Income tax expense -€454,528 thousand (-€256,928 thousand)

Comparison of the tax charges for the two comparative periods is shown below.

€000 H1 2019 H1 2018 INCREASE/
(DECREASE)
IRES -146.767 -153.971 7.204
IRAP -37,423 -43.496 6,073
Income taxes attributable to foreign operations -291,861 -51,261 -240,600
Current tax benefit of tax loss carry-forwards 2.606 4,387 -1,781
Current tax expense -473,445 -244,341 -229,104
Recovery of previous years' income taxes 5,918 8.742 -2,824
Previous years' income taxes 29.297 -378 29,675
Differences on current tax expense for previous years 35,215 8.364 26,851
Provisions 197.218 61,019 136.199
Releases -208.761 -131.333 -77,428
Changes in prior year estimates 21,146 -12 21,158
Deferred tax income 9,603 -70,326 79,929
Provisions -137,245 -30.195 -107.050
Releases 111,342 79,575 31.767
Changes in prior year estimates 2 -5 7
Deferred tax expense -25,901 49,375 -75,276
Deferred tax income/(expense) -16,298 -20,951 4,653
Income tax (expense)/benefit -454,528 -256,928 -197,600

Income tax expense is up €197,600 thousand compared with the first half of 2018. After excluding the Abertis group's tax expense (€213,506 thousand), the figure is broadly in line with the comparative period.

8.15 Profit/(Loss) from discontinued operations -€9,927 thousand (€188 thousand)

An analysis of the net profit/(loss) from discontinued operations for the two comparative periods is shown below.

€000 H1 2019 H1 2018 INCREASE/
(DECREASE)
Operating income 89.195 89.195
Operating costs -92.395 -134 -92,261
Financial income -19,819 -19,819
Financial expenses 14.443 322 14,121
Tax benefit/(expense) -1.351 -1,351
Profit/(Loss) from discontinued operations -9,927 188 -10,115

The net loss for the first half of 2019 regards the contribution of the Abertis group's discontinued operations and relates to the Hispasat group, whose sale was agreed on 12 February 2019. The sale is suspensively conditional on receipt of clearance from the relevant authorities.

8.16 Earnings per share

The following table shows the calculation of basic and diluted earnings per share for the two comparative periods.

H1 2019 H1 2018
Weighted average number of shares outstanding 825.783.990 825.783.990
Weighted average number of treasury shares in portfolio -7,819,488 -7,938,269
Weighted average of shares outstanding for
calculation of basic earnings per share 817,964,502 817,845,721
Weighted average number of diluted shares held 12.711 135.725
held under share-based incentive plans
Weighted average of all shares outstanding for
calculation of diluted earnings per share
817,977,213 817,981,446
Profit for the year attributable to owners of the parent (€000) 776,820 531,074
Basic earnings per share (€) 0.95 0.65
Diluted earnings per share (€) 0.95 0.65
Profit from continuing operations attributable to owners of the parent (€000) 781,244 530,958
Basic earnings per share from continuing operations (€) 0.96 0.65
Diluted earnings per share from continuing operations (€) 0.96 0.65
Profit from discontinued operations attributable to owners of the parent (€000) -4.424 116
Basic earnings/(losses) per share from discontinued operations (€) -0.01
Diluted earnings/(losses) per share from discontinued operations (€) -0.01

8.17 Events of 14 August 2018 relating to the collapse of a section of the Polcevera road bridge in Genoa

With regard to the tragic collapse of a section of the Polcevera road bridge (the "road bridge") on the A10 Genoa-Ventimiglia motorway operated by da Autostrade per l'Italia (the "operator") on 14 August 2018, reference should be made to the information already provided in note 8.17 to the consolidated financial statements as at and for the year ended 31 December 2018. This note provides details of the impact on profit or loss and the financial position and on the accounting treatment adopted and the related reasons.

With regard to events occurring during the first half of 2019 and in keeping with the accounting treatment adopted as at 31 December 2018, Autostrade per l'Italia has:

  • a) recognised costs of €154 million as a result of requests from the Special Commissioner, set out in a letter dated 21 December 2018, in implementation of the provisions of art. 1, paragraphs 5 and 6, art. 1bis, art. 4bis of Law Decree 109, converted with amendments into Law 130 of 16 November 2018; this amount, paid within the established deadline in the first half of 2019, is almost entirely covered by indirect use of the "Provisions for the repair and replacement of motorway infrastructure" specifically added to in the consolidated financial statements as at and for the year ended 31 December 2018, as accounted for in the "Operating change in provisions";
  • b) paid €33 million directly from "Other provisions for risks and charges", already made as at 31 December 2018, in the form of compensation for a number of the families of victims impacted by the collapse of the road bridge and to cover the cost of consultants' fees and legal expenses linked to actions undertaken to protect the Company's rights and those of its employees who are under investigation;
  • c) made further provisions of €4 million to the "Other provisions for risks and charges" following an updated estimate of the charges to be incurred in order to pay further compensation to victims' families.

Agreement was reached with the insurance company in the first half of 2019 regarding quantification of the amount payable to Autostrade per l'Italia under existing third-party liability insurance policies for the Polcevera road bridge, amounting to €38 million. This amount has been recognised in "Other operating income" in the consolidated income statement for the first half of 2019, as it relates to costs for which provision had already been made in the consolidated financial statements as at and for the year ended 31 December 2018. These proceeds were not recognised in the financial statements at such date as they did not meet the requirements for reasonable certainty regarding either the amount to be collected or the date on which collection would occur.

Similarly, as at 30 June 2019, no further proceeds that may in future be collected on other insurance policies relating to the Polcevera road bridge have been recognised.

Finally, Autostrade per l'Italia continued to exempt traffic in the Genoa area from the payment of tolls in the first half of 2019, reducing toll revenue by an estimated €10 million.

Again with regard to the impact of the collapse of a section of the Polcevera road bridge on profit or loss, in the first half of 2019, other Group companies (Atlantia, Pavimental and Spea Engineering) have:

a) recognised charges totalling €5 million, essentially attributable to consultants' fees;

b) made provisions of €2 million to the "Other provisions for risks and charges".

As a result of net operating changes during the first half, remaining provisions made in relation to the collapse of a section of the Polcevera road bridge in the condensed consolidated interim financial statements as at 30 June 2019 consist of:

  • a) "Provisions for the repair and replacement of motorway infrastructure", totalling €244 million;
  • b) "Other provisions for risks and charges", totalling €31 million.

Information on developments regarding the legal and concession-related aspects in the first half of 2019 is provided below in note 10.7.

9. OTHER FINANCIAL INFORMATION

9.1 Notes to the consolidated statement of cash flows

Consolidated cash flow in the first half of 2019, compared with the first half of 2018, is analysed below. The consolidated statement of cash flows is included in the "Consolidated financial statements". Cash flows during the first half of 2019 resulted in a decrease of €1,375,905 thousand in cash and cash equivalents (versus a net cash outflow of €869,056 thousand in the first half of 2018).

Operating activities generated cash flows of €2,282,094 thousand in the first half of 2019, an increase of €1,027,415 thousand compared with the first half of 2018 (€1,254,679 thousand). The increase is attributable to a combination of two factors:

  • a) an increase in operating cash flow of €1,296,458 thousand compared with the first half of 2018, mainly due to the Abertis group's contribution, amounting to €1,370,288 thousand;
  • b) an increase of €277,435 thousand in the cash outflow due to changes in working capital and other changes in the first half of 2019, compared with an outflow of €8,392 thousand in the first half of 2018.

Cash used in investing activities, totalling €1,344,294 thousand, reflects the following:

  • a) investment in assets held under concession, after the related government grants, totalling €682,588 thousand, including the Abertis group's capital expenditure of €230,687 thousand;
  • b) the cash outflow relating to investment in current and non-current financial assets, totalling €691,749 thousand, essentially reflecting an increase in term deposits (€205,566 thousand) and in concession rights and loans and receivables at the Chilean and Argentine operators (amounting to €325,723 thousand).

Net cash used in investing activities in the first half of 2018 was primarily linked to the acquisition of a 100% interest in Aero 1, which owns 15.49% of Getlink, for a total of €1,056,124 thousand.

In the first half of 2019, cash used in financing activities amounted to €2,329,568 thousand, broadly reflecting a combination of the following:

  • a) repayments of borrowings totalling €7,290,478 thousand, essentially linked to early repayment of a part of the financing obtained by Abertis Infraestructuras, in relation to its assumption of the financial liabilities used by Abertis HoldCo to fund its acquisition of the former (€5,127,507 thousand), by Abertis HoldCo (€965,480 thousand) and by Atlantia (€675,000 thousand);
  • b) dividends paid to the Atlantia Group's shareholders and to non-controlling shareholders, totalling €967,562 thousand;
  • c) the distribution of equity reserves and returns of capital to non-controlling shareholders, totalling €454,695 thousand, essentially relating to the distribution of reserves declared by Abertis HoldCo (€431,926 thousand);
  • d) new bond issues amounting to €3,922,223 thousand, essentially attributable to Abertis Infraestructuras (€3,067,181 thousand) and new issues by a number of the Group's Chilean companies;
  • e) new borrowings (excluding lease liabilities) amounting to €3,028,336 thousand, primarily attributable to Abertis Holdco (€966,120 thousand), Abertis Infraestructuras and the Abertis group's Brazilian companies (totalling €1,335,882 thousand) and the funded collar entered into by Atlantia (€751,953 thousand) and described above in note 7.4.

Net cash used in financing activities in the first half of 2018, totalling €641,661 thousand, essentially reflected the dividends paid to the Group's shareholders and to non-controlling shareholders, totalling €654,430 thousand.

Further details of movements in financial liabilities are provided in note 7.15.

The following table shows net cash flows generated from discontinued operations, including the contributions of Hispasat for the first half of 2019, of Tech Solutions Integrators in the two comparative periods and of Ecomouv for the first half of 2018. These cash flows are included in the consolidated statement of cash flows under operating, investing and financing activities.

€M H1 2019 H1 2018
Net cash generated from/(used in) operating activities 52 -5
Net cash generated from/(used in) investing activities -21
Net cash generated from/(used in) financing activities -39

9.2 Financial risk management

The Atlantia Group's financial risk management objectives and policies

In the normal course of business, the Atlantia Group is exposed to:

  • a) market risk, principally linked to the effect of movements in interest and foreign exchange rates on financial assets acquired and financial liabilities assumed;
  • b) liquidity risk, with regard to ensuring the availability of sufficient financial resources to fund the Group's operating activities and repayment of the liabilities assumed;
  • c) credit risk, linked to both ordinary trading relations and the likelihood of defaults by financial counterparties.

The Atlantia Group's financial risk management strategy is derived from and consistent with the business goals set by the Atlantia Board of Directors, as contained in the various long-term plans prepared each year.

Market risk

The adopted strategy for each type of risk aims, wherever possible, to eliminate interest rate and currency risks and minimise borrowing costs, whilst taking account of stakeholders' interests, as defined in the Financial Policy approved by Atlantia's Board of Directors.

Management of these risks is based on prudence and best market practice.

The main objectives set out in this policy are as follows:

  • a) to protect the scenario forming the basis of the long-term business plan from the effect of exposure to currency and interest rate risks, identifying the best combination of fixed and floating rates;
  • b) to pursue a potential decrease of the Group's borrowing costs within the risk limits determined by the Board of Directors;
  • c) to manage derivative financial instruments, taking account of their potential impact on profit or loss and the financial position, partly in relation to their classification and presentation.

The Group's hedges outstanding are classified, in accordance with IFRS 9, either as cash flow or fair value hedges, depending on the type of risk hedged.

As at 30 June 2019, the notional amount of the Company's derivatives portfolio has decreased by €2,123,173 thousand (a total of €15,181,127 thousand) and fair value losses amount to €1,128,523 thousand, compared with €749,123 thousand as at 31 December 2018. The deterioration primarily reflects a significant decline in interest rates in the second quarter of 2019.

The Group's portfolio also includes non-hedge accounting transactions, including the derivatives embedded in certain short-term borrowings obtained by Autostrade Meridionali and Pavimental, with a total notional value of €270,642 thousand and fair value losses of €729 thousand.

Further details are provided in note 7.15.

Foreign currency amounts are converted into euros using the closing exchange rates published by the Bank of Italy, as described in note 5.

The residual average term to maturity of the Group's debt as at 30 June 2019 is approximately five years and three months. As at 30 June 2019, the weighted average cost of the Group's medium/long-term borrowings, including differentials on hedging instruments, was 3.5% (reflecting the combined effect of the 3.0% paid by the companies operating in the euro area, the 5.4% paid by the Chilean companies and the 8.3% paid by the Brazilian companies).

Monitoring is, moreover, intended to assess, on a continuing basis, counterparty creditworthiness and the degree of risk concentration.

Interest rate risk

This risk is linked to uncertainty regarding the performance of interest rates and can result in:

a) cash flow risk: linked to financial assets and liabilities with cash flows indexed to a market interest rate. In order to reduce the amount of floating rate debt, the Group has entered into interest rate swaps (IRSs), classified as cash flow hedges. The hedging instruments and the underlying financial liabilities have matching terms to maturity and notional amounts. Following tests of effectiveness, changes in fair value are essentially recognised in other comprehensive income.

In 2019, following a number of bond issues by Abertis Infraestructuras, a number of Interest Rate Swap contracts with a total notional value of €2,000 million were unwound.

b) fair value risk: the risk of losses deriving from an unexpected change in the value fixed rate financial assets and liabilities following an unfavourable shift in the market yield curve. As at 30 June 2019, the Group reports transactions classifiable as fair value hedges in accordance with IFRS 9, primarily relating to the funded collar, on which the fair value gain amounts to €209,796 thousand. Changes in the fair value of such instruments are recognised in other comprehensive income in line with the accounting treatment for the underlying (Hochtief's shares).

In terms of type of interest rate, 69.3% of the Group's interest-bearing debt is fixed rate. After taking into account the related hedges, fixed rate debt represents 80.7% of the total.

Currency risk

Currency risk can result in the following types of exposure:

  • a) economic exposure incurred through purchases and sales denominated in currencies other than the company's functional currency;
  • b) translation exposure through equity investments in subsidiaries and associates whose financial statements are denominated in a currency other than the Group's functional currency;
  • c) transaction exposure incurred by making deposits or obtaining loans in currencies other than the individual companies' functional currency.

The prime objective of the Group's currency risk management strategy is to minimise transaction exposure through the assumption of liabilities in currencies other than the Group's functional currency. 15% of the Group's debt is denominated in currencies other than the euro.

The following table summarises outstanding derivative financial instruments as at 30 June 2019 (compared with 31 December 2018) and shows the corresponding market and notional values of the hedged financial asset or liability.

3. Condensed consolidated interim financial

statements

€000 30 June 2019 31 December 2018
Type Purpose of hedge Fair value
asset/(liability)
Notional amount Fair value
asset/(liability)
Notional amount
Cash flow hedges (1)
Cross Currency Swaps Currency risk -444,660 1,641,173 -379,664 1,263,810
Interest Rate Swaps Interest rate risk -824,298 11,490,551 -313,884 13,742,178
Total cash flow hedges -1,268,958 13,131,724 -693,548 15,005,988
Fair value hedges (1)
IPCA x CDI Swap Interest rate risk 6,182 102,184 4,038 162,627
Collar Equity instruments 209,796 601,652
Totale Derivati dl fair value hedge 215,978 703,836 4,038 162,627
Net investiment in foreign operation (1)
Currency risk 43,261 124,729 50,656 821,812
Total net investment in a foreign operation hedges 43,261 124,729 50,656 821,812
Non-hedge accounting derivatives (1)
Cross Currency Swaps Currency risk -99,826 760,877 -101,577 760,877
Interest Rate Swap Interest rate risk
Derivati incorporati nei finanziamenti Interest rate risk -729 270,642 -783 272,615
FX Forward Currency risk -53
(2)
40,747 1,367 (2) 169,952
IPCA x CDI Swap Interest rate risk -18,196 148,572 -9,276 110,429
Total non-hedge accounting
derivatives
-118,804 1,220,838 -110,269 1,313,873
TOTAL -1,128,523 15,181,127 -749,123 17,304,300
fair value (asset)
fair value (liability)
316,929
-1.445.452
183,390
-932-513

Sensitivity analysis

Sensitivity analysis describes the impact that the interest rate and foreign exchange movements to which the Group is exposed would have had on the consolidated income statement for the first half of 2019 and on equity as at 30 June 2019. The interest rate sensitivity analysis is based on the exposure of derivative and non-derivative financial instruments at the end of the year, assuming, in terms of the impact on the income statement, a 0.10% (10 bps) shift in the market yield curve at the beginning of the year, whilst, with regard to the impact of changes in fair value on other comprehensive income, the 10 bps shift in the curve was assumed to have occurred at the measurement date. The results of the analyses were:

  • a) in terms of interest rate risk, an unexpected and unfavourable 0.10% shift in market interest rates would have resulted in a negative impact on the consolidated income statement for the first half of 2019 totalling €5,341 thousand and on other comprehensive income for the same period, totalling €63,651 thousand, before the related taxation;
  • b) in terms of currency risk, an unexpected and unfavourable 10% shift in the exchange rate would have resulted in a negative impact on the consolidated income statement, totalling €27,568 thousand and on other comprehensive income, totalling €132,846 thousand, due respectively to the adverse effect on the overseas companies' after-tax results and changes in the foreign currency translation reserves.

Liquidity risk

Liquidity risk relates to the risk that cash resources may be insufficient to fund the payment of liabilities as they fall due. The Atlantia Group believes that its ability to generate cash, the ample diversification of its

sources of funding and the availability of committed and uncommitted lines of credit provides access to sufficient sources of finance to meet its projected financial needs.

As at 30 June 2019, the Group has estimated cash reserves of €13,284 million, consisting of:

  • a) €3,707 million in cash and cash equivalents;
  • b) €812 million in term deposits allocated primarily to part finance the execution of specific construction services and to service the debt of the Chilean companies;
  • c) €8,765 million in undrawn committed lines of credit, having an average residual term of approximately three years and five months and a weighted average residual drawdown period of approximately two years and eight months.

Details of drawn and undrawn committed lines of credit are shown below.

€M 30 June 2019
BORROWER LINE OF CREDIT DRAWDOWN PERIOD
EXPIRES
FINAL MATURITY AVAILABLE DRAWN UNDRAWN
Atlantia Revolving facility €1,250m of 4 July 2018 04 June 2023 04 July 2023 1,250 1,250
Atlantia Revolving facility €2,000m of 12 October 2018 12 Sep 2021 12 Oct 2021 2,000 2,000
Abertis Infraestructuras Caixa bank 30 Apr 2022 30 Apr 2022 350 350
Abertis Infraestructuras Banco Santander 20 Apr 2022 20 Apr 2022 450 450
Abertis Infraestructuras Intesa Sanpaolo 18 May 2021 18 May 2021 150 150
Abertis Infraestructuras BBVA 09 Dec 2020 09 Dec 2020 200 200
Abertis Infraestructuras Société Générale 01 Feb 2021 01 Feb 2021 150 150
Abertis Infraestructuras Unicredit 14 Oct 2020 14 Oct 2020 150 150
Abertis Infraestructuras Goldman Sachs 15 July 2021 15 July 2021 100 100
Abertis Infraestructuras Citigroup 30 Sep 2021 30 Sep 2021 100 100
Abertis Infraestructuras ING Bank 21 Sep 2021 21 Sep 2021 100 100
Abertis Infraestructuras Natwest 07 Mar 2021 07 Mar 2021 100 100
Abertis Infraestructuras Bank of Tokyo - MUFG 22 July 2020 22 July 2020 100 100
Abertis Infraestructuras Bankinter 11 Mar 2021 01 Mar 2020 100 100
Abertis Infraestructuras Morgan Stanley 01 Mar 2020 01 Mar 2020 100 100
Abertis Infraestructuras BNP Paribas 29 Apr 2021 29 Apr 2021 100 100
Abertis Infraestructuras Barclays 16 June 2020 16 June 2020 150 150
Abertis Infraestructuras Bankia 07 Oct 2020 07 Oct 2020 150 150
Abertis Infraestructuras Sabadell 28 June 2021 28 June 2021 50 50
Abertis Infraestructuras Abanca 28 March 2022 28 March 2022 100 100
Abertis Infraestructuras ICBC 09 Nov 2024 09 Nov 2024 50 50
Hill Société Générale 18 Dec 2022 18 Dec 2022 200 200
Sanef Natixis 09 Oct 2022 09 Oct 2022 300 300
Sanef Sabadell 19 Nov 2020 19 Nov 2020 50 50
Autostrada Bs Vr Vi Pd SpA UBI Banca 31 Jan 2022 31 Jan 2022 100 100
Fernão Dias BNDES 15 Dec 2029 15 Dec 2029 48 30 18
Planalto Sul BNDES 15 Mar 2027 15 Mar 2027 10 9
Regis Bittencourt BNDES 15 Dec 2029 15 Dec 2029 178 80 ටි පි
Litoral Sul BNDES 15 June 2026 15 June 2026 137 112 25
Autostrade per l'Italia Committed medium/long-term facility from CDP (Term
Loan 2017)
31 Dec 2021 13 Dec 2027 1,100 400 700
Autostrade per l'Italia Revolving line of credit from CDP 2017 02 Oct 2022 31 Dec 2022 600 600
Autostrade Meridionali Short-term loan from Banco di Napoli (2) 30 June 2019 31 Dec 2019 300 245 ട്ട
Aeroporti di Roma BEI Loan 2018 23 Mar 2021 23 Mar 2021 200 200
Aeroporti di Roma EIB "Aeroporti di Roma - Fiumicino South" 13 Dec 2019 20 Sep 2031 150 110 40
Aeroporti di Roma CDP "Aeroporti di Roma - Fiumicino South" 13 Dec 2019 20 Sep 2031 150 40 110
Aeroporti di Roma Committed Revolving Facility 11 Apr 2023 11 July 2023 250 250
Aéroports de la Côte d'Azur Medium/long-term committed EIB line 2014 "Airport
Upgrade™
31 Mar 2021 13 June 2036 റ്റില്ലിക്കുന്നതിനും വിവിധ വിവരുന്നു. അവലംബം എന്നിവരുടെ വിവരുന്നു. ഇതും വിവരുന്നു. ഇതും വിവരുന്നു വിവരുന്നു. ഇതും വിവരുന്നു. ഇതും വിവരുന്നു വിവരുന്നു. ഇതും വിവരുന്നു. ഇതും വ 77 18
Lines of credit 9,868 1,103 8,765

Credit risk

The Group manages credit risk essentially through recourse to counterparties with high credit ratings, with no significant credit risk concentrations as required by Financial Policy.

Credit risk deriving from outstanding derivative financial instruments can also be considered marginal in that the counterparties involved are major financial institutions. There are no margin agreements providing for the exchange of cash collateral if a certain fair value threshold is exceeded.

Provisions for impairment losses on individually material items, on the other hand, are established when there is objective evidence that the Group will not be able to collect all or any of the amount due. The amount of the provisions takes account of estimated future cash flows and the date of collection, any future recovery costs and expenses, and the value of any security and guarantee deposits received from customers. General provisions, based on the available historical and statistical data, are established for items for which specific provisions have not been made. Details of the allowance for bad debts for trade receivables are provided in note 7.7.

10. OTHER INFORMATION

10.1 Operating and geographical segments

Operating segments

The Atlantia Group's operating segments are identified based on the information provided to and analysed by Atlantia's Board of Directors, which represents the Group's chief operating decision maker, when taking decisions regarding the allocation of resources and assessing performance. In particular, the Board of Directors assesses the performance of the business in terms of business segment and geographical area.

There are no changes in the structure of operating segments as at 30 June 2019 with respect to the situation presented in the Annual Report for 2018. As a result, the composition of operating segments is as follows:

  • a) Italian motorways: this includes the Italian motorway operators (Autostrade per l'Italia, Autostrade Meridionali, Tangenziale di Napoli, Società Italiana per Azioni per il Traforo del Monte Bianco, Raccordo Autostradale Valle d'Aosta and Autostrada Tirrenica), whose core business consists of the management, maintenance, construction and widening of the related motorways operated under concession. This operating segment includes Autostrade per l'Italia's subsidiaries (AD Moving, Giove Clear, Essediesse and Autostrade Tech) that provide support for the Italian motorway operators and that are subsidiaries of Autostrade per l'Italia;
  • b) Overseas motorways: this includes the activities of the holders of motorway concessions in Brazil, Chile and Poland not controlled by the Abertis group, and the companies that provide operational support for these operators and the related foreign-registered holding companies. In addition, this segment includes the Italian holding company, Autostrade dell'Atlantico, which holds investments in South America;
  • c) Italian airports: this includes the airports business of Aeroporti di Roma, which holds the concession to operate and expand the airports of Rome Fiumicino and Rome Ciampino, and its subsidiaries;
  • d) Overseas airports: this includes the airport operations of the companies controlled by Aéroports de la Côte d'Azur (ACA), the company that (directly and indirectly) operates the airports of Nice, Cannes-Mandelieu and Saint-Tropez and the international network of ground handlers, Sky Valet, in addition to Azzurra Aeroporti (ACA's parent);
  • e) Abertis group: this includes the Spanish, French, Chilean, Brazilian, Argentine, Puerto Rican and Indian motorway operators and the companies that produce and operate tolling systems controlled by Abertis Infraestructuras, and the holding established in relation to its acquisition, Abertis HoldCo;
  • f) Atlantia and other activities: this segment includes:
    • 1) the Parent company, Atlantia, which operates as a holding company for its subsidiaries and associates whose business is the construction and operation of motorways, airports and transport infrastructure, parking areas and intermodal systems, or who engage in activities related to the management of motorway or airport traffic;
    • 2) Telepass and Electronic Transaction Consultants, the companies that produce and operate freeflow tolling systems, traffic and transport management systems and electronic payment systems;
    • 3) the companies whose business is the design, construction and maintenance of infrastructure, essentially carried out by Spea Engineering and Pavimental;
    • 4) Aereo I Global & International Sarl, the Luxembourg-registered investment vehicle that holds the 15.49% interest in Getlink.

A summary of the key performance indicators for each segment, identified in accordance with the requirements of IFRS 8, is shown below.

3. Condensed consolidated interim financial

statements

H1 2019
en ITALIAN
MOTORWAYS
OVERSEAS
MOTORWAYS
ITALIAN AIRPORTS OVERSEAS
AIRPORTS
ATLANTIA
AND
OTHER ACTIVITIES
ABERTIS GROUP CONSOLIDATION
ADJUSTMENTS
UNALLOCATED
ITEMS
TOTAL
CONSOLIDATED
AMOUNTS
External revenue 1.936 340 450 141 145 2592 5.634
Intersegment revenue (a) 32 209 243
Total operating revenue (b) 1,968 341 451 141 354 2,592 -243 5.004
EBITDA (c) 1.162 256 269 28 23 1.785 -1 3,552
Amortisation, depreciation, impairment losses
and reversals of impairment losses
:1225 -1.225
Provisions for renewal work and other
adjustments
60 60
EBIT (d) 2,267
Financial income/(expenses) 656 656
Profit/(Loss) before tax from continuing
operations
1.611
Income tax (expense)/benefit 454 444
Profit/(Loss) from continuing operations 1.15/
Profit/ (Loss) from discontinued operations -10 -10
Profit for the period 1,147
Operating cash flow (e) 636 ਸਮੂ 198 42 HS 1.344 -1 2,559
Capital expenditure (1) 211 14 117 21 30 282 14 815
H1 2018
em ITALIAN
MOTORWAYS
OVERSEAS
MOTORWAYS
ITALIAN AIRPORTS OVERSEAS
AIRPORTS
ATLANTIA
AND
OTHER ACTIVITIES
ABERTIS GROUP CONSOLIDATION
ADJUSTMENTS
UNALLOCATED
ITEMS
TOTAL
CONSOLIDATED
AMOUNTS
External revenue 1.884 308 439 143 129 2.903
Intersegment revenue (a) 17 181 -198
Total operating revenue (b) 1.901 308 439 143 310 -198 2,903
EBITDA (4) 1,239 237 265 61 18 1,820
Amortisation, depreciation, impairment losses
and reversals of impairment losses
-565 -585
Provisions for renewal work and other
adjustments
-118 -118
EBIT (d) 1,137
Financial income/(expenses) -262 -262
Profit/(Loss) before tax from continuing
operations
815
Income tax (expense)/benefit 257 257
Profit/(Loss) from continuing operations 618
Profit/ (Loss) from discontinued operations
Profit for the period 618
Operating cash flow (0) 821 192 202 44 1,263
Capital expenditure (1) 207 27 86 25 18 14 317

The following should be noted with regard to the operating segment information presented in the above tables:

  • a) intersegment revenue regards intragroup transactions between companies in different operating segments. They relate primarily to the design and construction of infrastructure carried out by Pavimental and Spea Engineering for the Group's Italian operators;
  • b) total operating revenue does not include the balance of revenue from construction services, totalling €451 million for the first half of 2019 and €158 million for the first half of 2018;
  • c) EBITDA is calculated by deducting all operating costs, with the exception of amortisation, depreciation, impairment losses on assets and reversals of impairment losses, provisions and other adjustments, from operating revenue;
  • d) EBIT is calculated by deducting amortisation, depreciation, impairment losses on assets and reversals of impairment losses, provisions and other adjustments from EBITDA. EBIT differs from the item "Operating profit" in the consolidated income statement due to the fact that the capitalised component of financial expenses relating to construction services is not shown in this table, as indicated in note b) above. The relevant amounts total €12 million for the first half of 2019 and €3 million for the first half of 2018;
  • e) operating cash flow is calculated as profit + amortisation/depreciation +/- impairments/reversals of impairments of assets +/- provisions/releases of provisions + other adjustments + financial expenses from discounting of provisions +/- share of profit/(loss) of investees accounted for using equity method +/- (losses)/gains on sale of assets +/- other non-cash items +/- deferred tax assets/liabilities recognised in the income statement;

f) the figure for capital expenditure includes investment in assets held under concession, in property, plant and equipment and in other intangible assets, as shown in the consolidated statement of cash flows.

EBITDA, EBIT and operating cash flow are not measures of performance defined by the IFRS adopted by the European Union and have not, therefore, been audited. Finally, it should be noted that in the first half of 2019, the Group did not earn revenue from any specific customer in excess of 10% of the Group's total revenue for the year.

The disaggregation of revenue, depending on whether it is recognised at a point in time or over time, is shown below, as required by IFRS 15.

H1 2019
em ITALIAN
MOTORWAYS
OVERSEAS
MOTORWAYS
ITALIAN
AIRPORTS
OVERSEAS
AIRPORTS
ATLANTIA
AND
OTHER ACTIVITIES
ABERTIS GROUP TOTAL
CONSOLIDATED
AMOUNTS
Net toll revenue 1,761 318 2,414 4,493
At a point in time 1,761 318 2,414 4,493
Over time
Out of scope
Aviation revenue 319 75 394
At a point in time 314 75 389
Over time 5
Out of scope
Other revenue 175 22 131 66 145 178 717
At a point in time 28 21 2 18 3 129 201
Over time 4 30 51 40 125
Out of scope 143 1 gg 48 91 9 391
Total external revenue 1,936 340 450 141 145 2,592 5.604
H1 2018
CM ITALIAN
MOTORWAYS
OVERSEAS
MOTORWAYS
ITALIAN
AIRPORTS
OVERSEAS
AIRPORTS
ATLANTIA
AND
OTHER ACTIVITIES
ABERTIS GROUP TOTAL
CONSOLIDATED
AMOUNTS
Net toll revenue 1,740 286 2,026
At a point in time 1,740 286 2,026
Over time
Out of scope
Aviation revenue 311 76 387
At a point in time 307 76 383
Over time 4 4
Out of scope
Other revenue 144 22 128 67 129 490
At a point in time 28 6 3 22 6 65
Over time 4 5 29 123 161
Out of scope 112 11 96 45 264
Total external revenue 1.884 308 439 143 129 2.903

Analysis by geographical segment

The following table shows the contribution of each geographical segment to the Atlantia Group's revenue and non-current assets.

REVENUE NON-CURRENT ASSETS (4)
€M H1 2019 (2) H1 2018 30 June 2019 31 December 2018
Italy 2,867 2,528 24,518 24,907
France 1,087 160 8,590 8,710
Spain 721 4 18,826 18,886
Brazil 569 136 4,126 4,016
Chile 532 156 4,004 4,046
Puerto Rico 78 1,052 1,050
Argentina 70 7 6
Poland 40 Зд 169 168
USA 34 29 47 47
UK 21 ਹਰ 18
India 16 - 143 149
Portugal 1 40 40
Other countries 19 8 4 6
Total 6,055 3,061 61,545 62,049

10.2 Disclosures regarding non-controlling interests in consolidated companies and structured entities

Disclosure regarding non-controlling interests

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:

  • a) Autostrade per l'Italia and its subsidiaries;
  • b) the Spanish-registered sub-holding company, Abertis HoldCo, established with the non-controlling shareholders, ACS and Hochtief, and the parent of Abertis Infraestructuras with a 98.8% interest;
  • c) Abertis Infraestructuras, the parent of companies holding motorway concessions in Europe, America and India;
  • d) the Brazilian sub-holding company, AB Concessões, and its subsidiaries;
  • e) the Chilean sub-holding company, Grupo Costanera, and its direct and indirect subsidiaries;
  • f) Azzurra Aeroporti and its subsidiaries.

The non-controlling interests in these sub-groups of companies are deemed relevant in relation to their contribution to the Atlantia Group's consolidated accounts. It should be noted that:

  • a) non-controlling interests in Autostrade per l'Italia break down as follows:
    • 1) Appia Investments Srl (a company directly and indirectly owned by Allianz Capital Partners, EDF Invest and DIF), which holds a 6.94% interest;

2) Silk Road Fund, which holds 5%;

  • b) non-controlling interests in Abertis HoldCo are held by ACS and Hochtief with interests of 30% and 20% (less one share), respectively;
  • c) non-controlling interests in Abertis are represented by the non-controlling interests contributed by the direct and indirect subsidiaries, not wholly owned by Abertis Infraestructuras, and the noncontrolling interest of 1.2% in Abertis Infraestructuras itself;
  • d) the non-controlling interest in AB Concessões is held by a sole shareholder (a Bertin group company from Brazil);
  • e) the non-controlling interest in Grupo Costanera (49.99%) is held by the Canadian fund, Canada Pension Plan Investment Board;
  • f) Azzurra Aeroporti, which directly controls Aéroports de la Côte d'Azur with a 64% interest, is owned by Atlantia and Aeroporti di Roma through their respective interests of 52.69% and 7.77%, by the Principality of Monaco, which has a 20.15% interest, and by EDF Invest, which has a 19.39% interest. The Atlantia Group's total interest amounts to 60.40%, representing the sum of Atlantia's interest (52.69%) and the Aeroporti di Roma group's interest of 7.71%.

A full list of the investments and related ownership interests held by the Group and non-controlling shareholders as at 30 June 2019 is provided in Annex 1 "The Atlantia Group's scope of consolidation and investments".

The key financial indicators presented in the following table thus include amounts for the above companies and their respective subsidiaries, extracted, unless otherwise indicated, from the reporting packages prepared by these companies for the purposes of Atlantia's condensed consolidated interim financial statements, in addition to the accounting effects of acquisitions (fair value adjustments of the net assets acquired).

CM AUTOSTRADE PER L'ITALIA
AND DIRECT AND INDIRECT
SUBSIDIARIES
ABERTIS
HOLDCO
ABERTIS
PARTICIPACIONES AND DIRECT AND
INDIRECT SUBSIDIANIES
AB CONCESSOES
AND DIRECT SUBSIDIANIES
GRUPO COSTANERA
AND DIRECT AND INDIRECT
SUBSIDIARIES
AZZURRA AEROPORTI AND DIRECT
SUBSIDIARIES
H1 2019 HI 2018 H1 2019 H1 2018 H1 2019 H1 2018 H1 2019 H1 2018 H1 2019 H1 2018 H1 2019 H1 2018
Reveinue (II) 2.041 1.966 Na 2.013 No 132 136 200 130 157 164
Profit/{Loss} for the period 439 484 -20 r/a 613 n/a 22 8 મ્ત 76 - -47
Profit/(Loss) for the period
attributable to non-controlling interests (2)
56 64 10 n/a 289 n/a 11 4 48 38 4 -28
Net cash generated from operating activities" 0066 083 -10 No 1.204 No 40 13 ାଡ଼ିକ વું-વ 24 32
Net cash used in investing activities al -207 -202 1/0 -684 NA -17 -30 -88 -20 28 -28
Net cash generated from/{used in} financing activities" -1.156 680 389 ry a -517 n/a 14 71 14 23 -48 -49
Effect of exchange rate movements on
cash and cash equivalents 10
n/a 8 1/8 2 -13 ਾਉ
Increase/(Decrease)
in cash and cash equivalents 27
-668 11 -407 n/a 101 NA 12 41 -9 46 -69 -42
Dividends paid to non-controlling shareholders 45 69 432 n/a 158 Na 6 17 40
CALL AUTOSTRADE PER L'ITALIA
AND DIRECT AND INDIRECT
SUBSIDIARIES
ABERTIS
HOLDCO
ABERTIS
PARTICIPACIONES AND DIRECT AND
INDIRECT SUBSIDIARIES
AB CONCESSOES
AND DIRECT SUBSIDIARIES
CRUPO COSTANERA
AND DIRECT AND INDIRECT
SUBSIDIARIES
AZZURRA AEROPORTI AND DIRECT
SURSIDIARIES
30 June 2019 31 December 2018 31 June 2019 31 December 2018 30 June 2019 31 December 2018 31 December 2011 30 June 2019 31 December 2010 30 June 2019 31 December 2018
Non-current assets 10.211 18.397 16.020 16.620 24.755 24,766 1.940 1.900 2216 2.994 -8.124 4.0988
Current assess 2847 3.061 48 3 6.683 6,218 264 209 887 684 119 1300
Non-current liabilities 13.704 24.300 0 9,783 26.556 18,969 2.100 1.106 1.709 1.585 1.583 1.505
Quirent liabilities 4,466 4.302 30 10 5.994 3,767 342 276 360 319 171 129
Net assets 2,866 2,868 5,646 6,730 7.868 18.235 762 727 1,828 1,674 2,489 2.594
Net assets attributable to
non-controlling interests 177
662 667 2,922 3,166 BOOKT 1.000 2017 364 926 867 814 874

10.3 Guarantees

The Group has certain personal guarantees in issue to third parties as at 30 June 2019. These include, listed by importance:

  • a) the guarantee issued by Atlantia in favour of credit institutions on behalf of Strada dei Parchi as a safeguard against the impact on cash flow hedges of movements in interest rates. The amount of the guarantee, based on the fair value of the hedges, has been capped at €40,000 thousand, which corresponds to the value as at 30 June 2019. This guarantee was renewed for a further 12 months in February 2019. The guarantee can only be enforced if the concession held by Strada dei Parchi is terminated, whilst Atlantia has received a counter-indemnity from Toto Holding (Strada dei Parchi's majority shareholder);
  • b) bank guarantees provided by Tangenziale di Napoli (€26,150 thousand) to the Ministry of Infrastructure and Transport, as required by the covenants in the relevant concession arrangement;
  • c) the guarantees issued by the subsidiary, Electronic Transaction Consultants (Performance Bonds and Maintenance Bonds, totalling approximately €45,890 thousand, to guarantee projects in progress;
  • d) the guarantee backing the 107 million Brazilian real bond, and the back-to-back guarantee, totalling 108 million Brazilian reals, issued by Autostrade dell'Atlantico and used by Autostrade do Brasil through Pentágono S.A. Distribuidora De Títulos E Valores Mobiliários e Valores Mobiliários LTDA to support the operator, Nascentes das Gerais;
  • e) guarantees issued by the Brazilian, Chilean and Polish operators and by Azzurra Aeroporti securing project financing in the form of either bank loans or bonds;
  • f) bank guarantees issued on behalf of Autostrada Tirrenica (€14,003 thousand), Raccordo Autostradale Valle d'Aosta (€5,901 thousand) guaranteeing performance of the operator's obligations under its concession.

As at 30 June 2019, the shares of certain of the Group's overseas operators (Rodovia das Colinas, Concessionaria da Rodovia MG050, Triangulo do Sol, Sociedad Concesionaria Costanera Norte, Sociedad Concesionaria de Los Lagos, Sociedad Concesionaria Autopista Nororiente, Sociedad Concesionaria Litoral Central, Sociedad Concesionaria Vespucio Sur and Stalexport Autostrada Malopolska) have also been pledged to the respective providers of project financing to the same companies, as have shares in Pune Solapur Expressways, Lusoponte, Tangenziale Esterna and Bologna & Fiera Parking. Finally, i) all of Azzurra Aeroporti's shares and ii) this company's shareholding in Aèroports de la Côte d'Azur (ACA) have been pledged as collateral to the providers of Azzurra Aeroporti's project financing.

The Abertis group reports guarantees issued totalling €298,418 thousand. These are primarily operating guarantees issued in favour of grantors, primarily by the Spanish motorway operators (€118,893 thousand), and financial guarantees, primarily attributable to guarantees for the services provided by the Puerto Rican subsidiary, Metropistas (€62,010 thousand), and by the French company, Emovis (€46,922 thousand).

The loan agreements to which certain Abertis group companies are party (Arteris, Federal and Via Paulista in Brazil, A4 Holding in Italy, Metropistas in Puerto Rico, Avasa, Tunels and Aulesa in Spain, as well as the Indian subsidiaries) require the pledge of shares to secure the loans provided, in addition to encumbrances on certain of the companies' assets, including fixed assets, deposits and receivables.

10.4 Reserves

As at 30 June 2019, Group companies have recognised contract reserves quantified by contractors in relation to:

  • a) investing activities, totalling €941 million (€982 million as at 31 December 2018). 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;
  • b) non-investing activities, amounting to approximately €50 million, the estimated future cost of which is covered by existing provisions in the consolidated financial statements.

10.5 Related party transaction

In implementation of the provisions of art. 2391bis of the Italian Civil Code, the Regulations adopted by the Commissione Nazionale per le Società e la Borsa (the CONSOB) in Resolution 17221 of 12 March 2010, as amended, and Resolution 17389 of 23 June 2010, on 11 November 2010 Atlantia's Board of Directors - with the prior approval of the Independent Directors on the Related Party Transactions Committee – approved the new Procedure for Related Party Transactions entered into directly by the Company and/or through subsidiaries.

The Procedure, which is available for inspection at the Company's website www.atlantia.it, establishes the criteria to be used in identifying related parties, in distinguishing between transactions of greater and lesser significance and in applying the rules governing the above transactions of greater and lesser significance, and in fulfilling the related reporting requirements.

The following table shows material amounts of a trading or financial nature in the income statement and statement of financial position generated by the Atlantia Group's related party transactions, including those with Directors, Statutory Auditors and key management personnel at Atlantia SpA.

3. Condensed consolidated interim financial

statements

PRINCIPAL TRADING TRANSACTIONS WITH RELATED PARTIES
Assets Liabilities Income Expenses
Trading and other
Trading and other assets Trading and other liabilities Income Trading and other expenses
Revenue
CM from
Irade Other
Current tax trading and Total
Trade Other Other non- construction Raw and Service Other
receivables other assets payables current current
liabilities liabilities
Total services and
other
Total consumable
materials
costs Staff costs operating
૮૦રાર
Total
operating
income
30 June 2019 H1 2019
Sintonia 67 6.7 35 36
Largest shareholder 6.7 6.7 3.5 35
Bluro Centrum
Bologna & Fiera Parking
0.1 0.1 0.1 0.1 03 03
Pedemontana Veneta (in liquidation) 0.2 02
Società Infrastrutture Toscane (in liguidation) 15 1.5 -
Aeroporto Guglielmo Marconi di Bologina
Bip & Drive
01 0.1 0.1
5.0
01
5.0
0.1 0.1 -
-
Leonord 2.9 29
Routalis 0.7 0.7 17 1.7
Rio dei Vetral
CIS.
15
17
15
17
Coviandes 03 03 -
Road Management Group (RMG) 0.1 0.1
Total associates 72 15 87 52 5,2 22 22 03 03
Pune Solapur Expressways Private 0.1 0.1 0.2 0.2
Areamed 2000 30 3.0 4.3 4.3
Total joint ventures 31 31 45 45
Autografil
Benetton Group
217
0.2
217
0.2
6,5
0.2
6,5
0.2
46,9
0.3
46,9
03
0.8 0.8
Autogrill Cote France 0.8 0.8 0.7 0.7
Nuova Sidap 0.1 01 02 02
Total affiliates 22.8 22.8 6.7 6.7 48.1 48.1 0.8 0.8
ASTRI pension fund 6.2 6.2 8.7 8.7
CAPIDI pension fund 18 18 16 16
Total pension funds
Key management personnel
80
14.0
5.8 8.0
198
103
13.1
103
13.1
Total key management personnel (1) 14.0 5.8 19.8 13.1 13.1
TOTAL 33.1 6.7 15 413 15.4 22.0 5.8 43.2 54.8 54.8 - 11 23.4 24.5
31 December 2018 H1 2018
Sintonia 6.7 6.7 35 35
Largest shareholder 6.7 6.7 3,5
0.1
3,5
0.1
-
Bluro Centrum
Bologina and Fiere Parking
0.1 0.1 0.4 0.4
Pedemontana Veneta (in liquidation) 05 0.5
Società Infrastrutture Toscane (in liquidation) 15 18
Aeroporto Guglielmo Marconi di Bologna
Bip & Drive
0.2
25
0.2
25
Routalis 08 08
Rio dei Vetral 14 14
CIS.
Coviandes
1.7
0.1
17
0.1
Total associates 73 15 8.8 0.1 0.1 0.4 0.4
Pune Solapur Expressways Private 01 0.1 03 03
Trades-45 0.1 0.1
Areamed 2000 40 4.0 0.1 0.1
Trans-Canada Flow Tolling Inc.
Total joint ventures
42 4.2 0.1 0.1 03 03
Autogrill 33.4 33.4 4.7 4.7 41.7 41.7 06 0.4 10
Benetton Group 0.1 0.1 0.3 0.3
Autogrill Cote France 0.1 0.1
Nuova Sidap
Celinex
0.2 0.2 0,2 0.2 0.2 0.2
Total affiliates 33.7 33.7 50 5.0 42 2 42.2 06 04 10
ASTRI ponsion fund 6.0 6,0 4,7 4.7
CAPIDI pension fund. 18 18 3.0 3.0
Total pension funds 1.8 78 7.7 1.1
Key management personnel 4.0 63 10.3 85 8.5
Total key management personnel 13 40 63 103 85 85
TOTAL 45,2 6,7 15 53.4 87 118 63 268 425 425 10 16,2 04 17.6
PRINCIPAL FINANCIAL TRANSACTIONS WITH RELATED PARTIES
Assets Liabilities Income Expenses
Financial assets Financial liabilities Financial income Financial expenses
€M Other non-
current financial
assets
Current financial
assets deriving
from
government
grants
Other current
financial assets
Total Medium/long-
term borrowings
Other current
financial
liabilities
Total Other financial
income
Total Other financial
expenses
Total
30 June 2019 H1 2019
Sintonia - - - 3.5 3.5
Total parents - 3.5 3.5
Pedemontana Veneta (in liquidation) 0.6 0.2 0.8
Leonord 0.9 0.9
Rio dei Vetrai 8.6 8.6 0.6 0.6
CI.S. 0.1 0.1 -
Road Management Group LTD (RMG) 15.9 0.1 16.0 8.4 8.4 0.9 0.9
Total associates 26.0 0.4 26.4 8.4 8.4 0.9 0.9 0.6 0.6
Rodovias do Tietê 25.6 25.6 1-4 1.4
Total joint ventures 25.6 - 25.6 1.4 14 - -
Autogrill 0.5 0.5 -
Total affiliates - 0.5 0.5 -
Gemina Fiduciary Services 0.3 0.3
Pavimental Est 0.4 0.4
Total other companies 0.4 0.4 03 03
TOTAL 51.6 0.5 0.8 529 8.4 8.4 23 23 4.4 4.4
31 December 2018 H1 2018
Pedemontana Veneta (in liquidation) 0.5 0.2 0.7
Aeroporto Guglielmo Marconi di Bologna 0.1 0.1
Leonord 0.9 - 0.9 -
Rio dei Vetrai 8.6 8.6 -
C.I.S. 0.1 0.1
Road Management Group LTD (RMG) 15.0 0.1 15.1 8.4 8.4
Total associates 25.0 0.4 25.4 8.4 8.4 0.1 0.1 -
Rodovias do Tietê 23.7 23.7 1.3 1.3
Total joint ventures 23.7 - 23.7 13 13 -
Autogrill 0.5 0.5
Total affiliates 0.5 0.5
Gemina Fiduciary Services 0.2 0.2 -
Pavimental Est 0.4 0.4 -
Total other companies 0.6 0.6 -
TOTAL 48.7 0.5 10 50.2 8.4 8.4 1.4 1.4

Related party transactions do not include transactions of an atypical or unusual nature, and are conducted on an arm's length basis.

The principal transactions entered into by the Group with related parties are described below.

The Atlantia Group's transactions with its parents

As at 30 June 2019, the Group is owed €6.7 million by the parent, Sintonia. This amount regards tax rebates claimed by Schemaventotto in prior years in respect of income taxes paid during the period in which this company headed the Group's tax consolidation arrangement.

During the first half of 2019, the Atlantia Group did not engage in material trading or financial transactions with Sintonia and Edizione.

The Atlantia Group's transactions with other related parties

For the purposes of the above CONSOB Resolution, which applies the requirements of IAS 24, the Autogrill group ("Autogrill"), which is under the common control of Edizione Srl, is treated as a related party. With regard to relations between the Atlantia Group's motorway operators and the Autogrill group, it should be noted that, as at 30 June 2019, there are 141 food service concessions at service areas along the Group's motorway network and 13 food service concessions at the airports managed by the Group. During the first half of 2019, the Atlantia Group earned revenue of approximately €46.9 million on transactions with Autogrill, including €38 million in royalties deriving from the management of service areas and airport sub-concessions. Recurring income is generated by contracts entered into over various years, of which a large part was awarded as a result of transparent and non-discriminatory competitive tenders. As at 30 June 2019, trading assets due from Autogrill amount to €21.7 million.

10.6 Disclosures regarding share-based payments

There were no changes, during the first half of 2019, in the share-based incentive plans already adopted for Group companies as at 31 December 2018. 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 2018. Details of all the plans are contained in specific information circulars prepared pursuant to art. 84-bis of CONSOB Regulation 11971/1999, as amended. Further details of the plans are provided in the Remuneration Report for 2017 prepared pursuant to art. 123 ter of Legislative Decree 58 of 24 February 1998 (the Consolidated Finance Act), published in the "Remuneration" section of the website at www.atlantia.it.

The following table shows the main aspects of existing incentive plans as at 30 June 2019, including the options and units awarded to directors and employees of the Group at that date and the related changes (in terms of new awards and the exercise, conversion or lapse of rights) in the first half of 2019. 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.

Number of
options/units
awarded
Vesting date Exercise/grant
date
Exercise
price
(C)
Fair value of
each option or
unit at grant
date
(c)
Expected
expiration at
grant date
(years)
Risk free interest volatility (based
rate used
Expected
on historic
mean)
Expected
dividends at
grant date
2011 SHARE OPTION PLAN
Options outstanding as at 1 January 2019
- 13 May 2011 grant 279,860 13 May 2014 14 May 2017 14,78
14.78
3.48 6.0 2.60% 25.2% 4.09%
- 14 October 2011 grant
- 14 June 2012 grant
13,991
14,692
13 May 2014
13 May 2014
14 May 2017
14 May 2017
14.78 (*) ()
(
)
(*) (*) (*)
345,887 14 June 2015 14 June 2018 9,66 (*)
2.21
6.0 (*)
1.39%
(*)
28.0%
(*)
5.05%
- 8 November 2013 grant 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 (મમ) (**) (મામ) (મન) (**)
- 8 November 2016 grant 526,965 N/A (**) 9 Nov 2019 N/A (**) (મન) (**) (મગ) (**)
- options exercised -2,573,344
Total -335,021
91,518
Changes in options in H1 2019
Options outstanding as at 30 June 2019 01,518
2014 PHANTOM SHARE OPTION PLAN
Options outstanding as at 1 January 2019
- 9 May 2014 grant 2,718,203 9 May 2017 9 May 2020 N/A (***) 2.88 3,0 - 6,0 1.10% 28.9% 5.47%
- 8 May 2015 grant 2,971,817 8 May 2018 8 May 2021 N/A (***) 2.59 3,0 - 6,0 1.01% 25.8% 5.32%
- 10 June 2016 grant 3,067,666 10 June 2019 10 June 2022 N/A (***) 1 88 3,0 - 6,0 0.61% 25.3% 4.94%
- options lapsed -1,847,245
- options exercised
Total
-2,494,905
4,415,536
Changes in options in H1 2019
· options exercised
-122,246
- options lapsed -36,411
Options outstanding as at 30 June 2019 4,256,879
2017 PHANTOM SHARE OPTION PLAN
Options outstanding as at 1 January 2019 15 June 2020 2.37 3,13 - 6,13 25.6% 4.40%
- 12 May 2017 grant
- 3 August 2018 grant
2,111,351
1,761,076
15 June 2021 1 July 2023
1 July 2024
N/A (AAM)
N/A (***)
2.91 5.9 1.31%
2.35%
21.9% 4.12%
- options lapsed -202-002
Total 3,666,525
Changes in options in H1 2019
- 7 June 2019 grant 2,295,586 15 June 2022 1 July 2025 N/A (***) 2.98 6.06 1.72% 24.3% 4.10%
- options lapsed -18'841
Options outstanding as at 30 June 2019 5,943,270
SUPPLEMENTARY INCENTIVE PLAN 2017 - PHANTOM
SHARE OPTIONS
Options outstanding as at 1 January 2019
- 29 October 2018 grant
Total
4,134,833
4,134,833
29 Oct 2021 29 Oct 2024 N/A (ARA) 1.79 3,0 - 6,0 2.59% 24.6% 4.12%
Changes in options in H1 2019
Options outstanding as at 30 June 2019 4,134,833
2017 PHANTOM SHARE GRANT PLAN
Units outstanding as at 1 January 2019
- 12 May 2017 grant 196,340 15 June 2020 1 July 2023 N/A 23.18 3,13 - 6,13 1.31% 25.6% 4.40%
- 3 August 2018 grant 181,798 15 June 2021 1 July 2024 N/A 24.5 5.9 2.35% 21.9% 4.12%
· units lapsed -21,153
Total 356,985
Changes in units in H1 2019
- 7 June 2019 grant 218,312 15 June 2022 1 July 2025 N/A 22.57 6.06 1.72% 24.3% 4.10%
- units lapsed -1.875
Units outstanding as at 30 June 2019 573,422

In addition to the information shown in the table, further details of events relating to the Group's existing incentive plans in the first half of 2019 are provided below.

2011 Share Option Plan

As at 30 June 2019, the remaining options outstanding (in connection with the third cycle only) are unchanged with respect to 31 December 2018.

As at 30 June 2019, the unit fair value of the 44,722 remaining phantom options was remeasured as €10.05, in place of the unit fair values at the grant date.

2014 Phantom Share Option Plan

The vesting period for the third cycle of the Plan expired on 10 June 2019. The unit fair values of the options awarded under the first, second and third award cycles were remeasured as at 30 June 2019 as €6.01, €2.74 and €2.71, respectively.

2017 Phantom Share Option Plan

On 7 June 2019, Atlantia's Board of Directors selected the beneficiaries for the third cycle of the Plan in question, awarding phantom options with a vesting period from 7 June 2019 to 15 June 2022 and an exercise period from 1 July 2022 to 1 July 2025.

The unit fair values of the remaining options awarded under the first and second award cycles were remeasured as at 30 June 2019 as €3.43 and €3.15 respectively, in place of the unit fair value at the grant date.

Supplementary Incentive Plan 2017 - Phantom Share Options

As at 30 June 2019, the remaining options outstanding are unchanged with respect to 31 December 2018. The unit fair value, as at 30 June 2019, was remeasured as €3.08, in place of the unit fair value at the grant date.

2017 Phantom Share Grant Plan

On 7 June 2019, Atlantia's Board of Directors selected the beneficiaries for the third cycle of the Plan in question, awarding phantom options with a vesting period from 7 June 2019 to 15 June 2022 and an exercise period from 1 July 2022 to 1 July 2025.

The unit fair values of the remaining options awarded under the first and second award cycles were remeasured as at 30 June 2019 as €25.79 and €24.11 respectively, in place of the unit fair values at the grant date.

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 2019: €22.68;
  • b) price as at 7 June 2019: €22.92 (the grant date for new options or units, as described above);
  • c) the weighted average price for the first half of 2019: €22.00;
  • d) the weighted average price for the period from 7 June 2019 to 30 June 2019: €23.37.

In accordance with the requirements of IFRS 2, as a result of the existing plans, in the first half of 2019, the Group recognised staff costs of €21,535 thousand, based on the accrued fair value of the options and units awarded at that date, including €312 thousand accounted for as an increase in equity reserves. The liabilities represented by phantom share options outstanding as at 30 June 2019 have been recognised in other current and non-current liabilities, based on the assumed exercise date.

10.7 Significant legal and regulatory aspects

In addition to the information already provided in the Annual Report for the year ended 31 December 2018, this section describes the main disputes outstanding and key regulatory aspects of importance to the Group's operators. Current disputes are unlikely to give rise to significant charges for Group companies in addition to the provisions already accounted for in the consolidated financial statements as at and for the six months ended 30 June 2019.

Italian motorways

Toll increases for 2019

In Autostrade per l'Italia's case, in view of Autostrade per l'Italia's willingness to postpone application of the net toll increase for a period of six months, the Ministry of Infrastructure and Transport (the "MIT") and Ministry of the Economy and Finance (the "MEF") issued interministerial decree 588 of 31 December 2018 suspending the toll increase – set at 0.81% by the MIT's General Directorate for the Supervision of Motorway Concessions (the DGVCA) - applicable from 1 January 2019, deferring its application until 1 July 2019, unless otherwise agreed by Autostrade per l'Italia and the Grantor. The increase included a component equal to 0.43% designed to compensate for the discounts applied to tolls for frequent motorway users in 2018 under the agreement between the MIT and AISCAT. The offer to postpone the toll increase was made on the assumption that talks would begin with the MIT's technical experts with a view to the resolution of a number of outstanding key issues. In a letter dated 31 December 2018, the Grantor had announced that it would shortly schedule specific meetings. Regarding the shortfall in the increase with respect to the requested amount, equal to 0.06% (relating to the "X" component), Autostrade per l'Italia reserved the right to produce additional documentation with the aim of obtaining the remaining increase and, to this end, gained access to the documentation relating to the review conducted by the Grantor.

Following further talks between Autostrade per l'Italia and the MIT, on 27 June 2019, the company announced its willingness to temporarily extend postponement of the toll increase due to come into effect on 1 January 2019, with the tolls charged to road users to remain unchanged through to 15 September 2019. This was done on the assumption that, by this date, it would be possible to reach agreement on solutions to issues that have been under discussion with the Grantor for some time.

In Raccordo Autostradale Valle d'Aosta's case, interministerial decree 566 of 31 December 2018 issued by the MIT and the MEF granted a toll increase of 6.32%, in line with the company's request. The decree acknowledges that the company, in a memo dated 27 December 2018, had accepted the Grantor's request and announced its willingness to suspend the toll increase effective 1 January 2019 for residents/commuters in the Val d'Aosta area equipped with Telepass devices and who have registered to participate in the initiative.

On 27 June 2019, Val D'Aosta Regional Administrative Court upheld the company's challenge against interministerial decree 605 of 29 December 2017, in which the MIT and the MEF awarded a toll increase of 52.69% for 2018, compared with the company's requested for an increase of 81.12%.

In Autostrade Meridionali's case, interministerial decree 583 of 31 December 2018 issued by the MIT and the MEF did not grant any toll increase, as the concession had expired on 31 December 2012. The company has challenged this determination.

In Autostrada Tirrenica's case, interministerial decree 564 of 31 December 2018 issued by the MIT and the MEF did not grant any toll increase in view of the ongoing EU infraction proceedings (no. 2014/4011) against the Italian state with regard to its extension of the concession.

In Tangenziale di Napoli's case, a toll increase of 1.82% has been granted, compared with a request for 1.93%. The company has filed a legal challenge, citing the failure to take into account certain investments. In the case of Società Italiana per il Traforo del Monte Bianco (SITMB) which operates under a different regulatory regime, the Intergovernmental Committee for the Mont Blanc Tunnel awarded a toll increase of 1.78%. This is based on the average of the inflation rates registered in Italy (1.57%) and France

(1.98%), plus 0.95% linked to the extraordinary increase for the Frejus Tunnel and also applied to Traforo del Monte Bianco.

Transport Regulator – Tariff regimes

On 29 March 2019, Autostrade per l'Italia, alongside other motorway operators, filed a legal challenge with Piedmont Regional Administrative Court contesting resolution 16 issued by the Transport Regulator ("ART") on 18 February 2019. The legal action challenges the legality of the resolution, alleging that the regulator has exceeded its powers and does not have the authority to establish tariff regimes in connection with Autostrade per l'Italia's Single Concession Arrangement, as well as accusing ART of violating EU and constitutional norms regarding legal certainty and legitimate expectations. In addition, the company also took part in the relevant consultation process, contesting the scope of application of the tariff regime devised by ART on the basis of the same arguments presented in the above legal challenge, and submitting its observations on the related financial aspects.

In Determination 71 of 19 June 2019, ART announced its decision "to approve…… a toll regime based on the price cap method with five-yearly determination of the productivity measure X for the Single Concession Arrangement between ANAS SpA and Autostrade per l'Italia SpA…..". On 15 July 2019, in order to conduct a full examination of the above Determination 71, Autostrade per l'Italia requested access to the notes, documents, data and estimated on which ART and the MIT have based their approach, thereby enabling it to understand the criteria forming the basis for the determination. Autostrade per l'Italia is considering what further action to take.

Award of the concession for the A3 Naples – Pompei – Salerno motorway

In 2012, the MIT issued a call for tenders for the new concession for the A3 Naples – Pompei – Salerno motorway. Following the Council of State judgement confirming the disqualification of two competing bidders, Autostrade Meridionali and Consorzio Stabile SIS, on 9 July 2019 the Grantor, the MIT, informed Autostrade Meridionali that, in awarding the concession, the Ministry from now on intends to use the negotiated procedure permitted by art. 59, paragraph 2.b) and paragraph 2bis of Legislative Decree 50/2016 (the Tenders Code).

As a result, the Grantor has invited Autostrade Meridionali, should it deem such a bid to be in its interests, to submit a bid in accordance with the specifications contained in the letter of invitation by 14 October 2019.

Accident on the Acqualonga viaduct on the A16 Naples-Canosa motorway on 28 July 2013

Criminal proceedings

With regard to the accident that occurred on 28 July 2013, the case came to a close at the hearing of 11 January 2019, with the reading of the judgement at first instance in the trial of twelve people in total, including executives, former managers and employees of Autostrade per l'Italia.

Specifically, the court found the accused who at the time of the accident held the roles of Autostrade per l'Italia's Chief Executive Officer, General Manager for Operations & Maintenance, Head of the "Road Surfaces and Safety Barriers" unit, Head of the "Safety Barriers, Laboratories and RD" operations unit and the two Coordinators at the VI Section Operations Centre in Cassino not guilty pursuant to art. 530, paragraph 1 of the code of criminal procedure, as they are innocent of the crime of which they were accused. Instead, the then managers and heads of operations at the VI Section office in Cassino were found guilty. The court fixed a term of 90 days for the court to file its reasons for the judgement. The reasons for the judgement were finally filed on 10 April 2019.

The Public Prosecutor and the lawyers defending the accused who have been found guilty have lodged appeals against the judgement at first instance to be heard before the competent Court of Naples.

To date, almost all of the civil parties whose entry of appearance in the criminal trial has been admitted have received compensation and have, therefore, withdrawn their actions following payment of their claims by Autostrade per l'Italia's insurance provider under the existing general liability policy.

Claim for damages from the Ministry of the Environment

A criminal case (initiated in 2007) pending before the Court of Florence involves two of Autostrade per l'Italia's managers and another 18 people from contractors, who are accused of violating environmental laws relating to the reuse of soil and rocks resulting from excavation work during construction of the Variante di Valico. Between February 2016 and May 2016, all the witnesses and experts called to give evidence by the defence were heard.

The process of hearing depositions was completed on 30 October 2017.

At the subsequent hearing, the court acquitted the two managers from Autostrade per l'Italia in accordance with art. 530, paragraph I of the criminal code, based on the fact that there was no case to answer and setting a term of 90 days for the court to file the reasons for its judgement. The reasons for the judgement were filed on 27 April 2019.

On 20 June 2019, the Public Prosecutor's office in Florence has filed a "per saltum" appeal against the judgement with the Supreme Court.

Events of 14 August 2018 relating to the collapse of a section of the Polcevera road bridge in Genoa

A section of the Polcevera road bridge in Genoa collapsed on 14 August 2018, resulting in the deaths of 43 people. The causes of this tragic incident have yet to be identified at the date of approval of this Interim Report for the six months ended 30 June 2019.

Correspondence with the Ministry of Infrastructure and Transport regarding the procedure for serious breach of the concession arrangement

On 3 May 2019, Autostrade per l'Italia met the deadline set by the MIT for providing a further response (with respect to the letter sent on 31 August 2018) to the Ministry's requests for clarification in its letters of 16 August 2018, 20 December 2018 and 5 April 2019. In its response, the company stated its belief that it has acted correctly and reiterating its concerns and objections regarding the procedure for serious breach of the concession arrangement. Autostrade per l'Italia stands ready to provide further information if requested to do so.

On 4 June 2019, Autostrade per l'Italia challenged, solely for precautionary purposes, the MIT's letter of 5 April 2019 before Lazio Regional Administrative Court. In this letter the Ministry, in connection with the allegation of a serious breach, speculates that the compensation provided for in art. 9bis, part c.1 of the Single Concession Arrangement does not apply.

On 2 July 2019, following a request for access, the Grantor provided Autostrade per l'Italia with a copy of the report produced by the Cross-Institutional Working Group set up by the MIT. On the one hand, the report states that there is evidence to suggest the occurrence of "serious breaches", based on the alleged violation of the operator's obligations relating to the safety and maintenance of the infrastructure, whilst on the other, highlighting the risks for the Grantor in engaging in a dispute with Autostrade per l'Italia, should it decide unilaterally to terminate the concession arrangement. Were such action to be taken, this could, in the opinion of the Working Group, result in an obligation for the government to pay "a very large sum" in compensation. In conclusion, the report thus recommends a "negotiated solution". As previous noted in the Annual Report for 2018, to which reference should be made, the company confirms that, based also on the opinion of leading experts, which have been updated to take into account correspondence during the period, the Grantor's communications cannot be taken to constitute the

initial act in the procedure leading to termination of the concession, in accordance with art. 9 of the Single Concession Arrangement. As a result, the Interim Report for the six months ended 30 June 2019 has been prepared on a basis that is consistent with the Annual Report for 2018.

Legal challenges brought by the company before Liguria Regional Administrative court against the actions taken by the Special Commissioner pursuant to Law Decree 109/2018

Autostrade per l'Italia has brought legal challenges against the actions taken by the Special Commissioner for the reconstruction with regard to the following: (i) the procedure for awarding contracts for the demolition and reconstruction of the road bridge; (ii) the procedure for awarding contracts for project management and the related activities; (iii) the Special Commissioner's request for the handover of the connecting sections of motorway affected by work on the reconstruction; (iv) the Special Commissioner's request for the amounts of money needed to fund reconstruction and demolition of the road bridge. Following the hearing of 22 May 2019, the Court set a date for a new hearing to discuss all four challenges on 9 October 2019.

Investigation by the Public Prosecutor's Office in Genoa

The events of 14 August 2018 resulted in criminal action before the Court of Genoa against 9 Autostrade per l'Italia personnel. The number of people under investigation was subsequently increased to 39, including executives and other people employed at the company's Rome headquarters and the relevant area office in Genoa, and employees and managers at Spea Engineering, the company contracted to monitor the state of the infrastructure. The investigation regards the offences provided for in and punishable in accordance with the following articles of the criminal code:

  • 449-434 ("accessory to culpable collapse");
  • 449-432 ("violation of transport safety regulations aggravated by culpable disaster");
  • 589-bis, paragraph 1 ("culpable vehicular homicide");
  • 590-bis, paragraph 1 ("grievous or very grievous bodily harm caused by road traffic violations");
  • 589, paragraphs 1, 2 and 3 ("culpable homicide resulting from breaches of occupational health and safety regulations");
  • 590, paragraphs 1, 3 and 4 ("negligent injury resulting from breaches of occupational health and safety regulations").

Three of Autostrade per l'Italia's executives were subsequently also placed under investigation for the offence provided for in articles 110 and 479 of the criminal code ("false statements by a public officer in a public office").

As part of the same procedure, the subsidiaries, Autostrade per l'Italia and Spea Engineering, are also under investigation pursuant to art. 25septies of Legislative Decree 231/2001, relating to "Culpable homicide or grievous or very grievous bodily harm resulting from breaches of occupational health and safety regulations".

On 12 September 2018, the preliminary investigating magistrate (Giudice per le Indagini Preliminari) requested a pre-trial hearing to appoint experts to prepare a report on conditions at the disaster scene, to assess the state of repair and maintenance of the infrastructure that did not collapse and of the parts of the road bridge that did collapse and have yet to be removed, and to identify and reach agreement with the relevant authorities on procedures for the removal of debris and for demolition, so as to preserve the evidence needed for the purposes of the investigation.

The report was lodged with the court on 31 July 2019 and the preliminary investigating magistrate has already scheduled a hearing for 20 September 2019, at which the experts will be examined and crossexamined on the report in question.

In April 2019, the preliminary investigating magistrate also notified all the parties involved in the trial that there would be a second pre-trial hearing regarding the causes of the collapse, setting a date of 2 May 2019 for the hearing to establish the questions to be answered and to appoint the experts to conduct the related appraisal.

At the hearing of 18 June 2019, the preliminary investigating magistrate established the questions to be answered by the experts, all focused on ascertaining the causes of the collapse (with particular regard to the mechanics, the state of maintenance and the existence of independent factors). The magistrate also set dates for the report to be lodged (14 December 2019) and for the hearing to discuss the findings (17 January 2020).

Investigation by the Public Prosecutor's Office in Genoa of six bridges and road bridges: Paolillo on the Naples-Canosa, Moro near to Pescara, Pecetti, Sei Luci and Gargassa in Liguria and the Sarno on the A30

The Public Prosecutor's Office initiated a further investigation of allegations regarding false statements in relation to monitoring reports on the following bridges: Paolillo on the Naples-Canosa, Moro near to Pescara, Pecetti, Sei Luci and Gargassa in Liguria and the Sarno on the A30.

The criminal investigation of violations of articles 81, 110 and 479 of the criminal code ("false statements by a public officer in a public office") regards four executives and managers from Autostrade per l'Italia and ten managers from Spea Engineering. The investigation is still in progress.

Overseas motorways

Chile

Toll increases

From January 2019(from 10 January in the case of Litoral Central), Grupo Costanera's motorway operators applied the following annual toll increases, determined on the basis of their concession arrangements:

  • 6.4% for Costanera Norte, Vespucio Sur and Nororiente, reflecting a combination of the increase linked to inflation in 2018 (2.8%) and a further increase of 3.5%;
  • 4.3% for AMB, reflecting a combination of the increase linked to inflation in 2018 (2.8%) and a further increase of 1.5%;
  • 2.8% for Litoral Central, reflecting the increase linked to inflation in 2018.

From January 2019, the tolls applied by Los Lagos are broadly unchanged, reflecting a combination of the increase linked to inflation in 2018 (2.8%) and a decrease in the bonus for safety improvements (the bonus of 2.0% for 2019, less the bonus for safety improvements awarded in 2018, amounting to 5.0%).

Brazil

Toll increases

From 1 July 2019, Triangulo do Sol and Rodovias das Colinas have applied their annual toll increase of 4.7% based on the rate of general price inflation in the period between 1 June 2018 and 31 May 2019, as this figure was lower than the rate of consumer price inflation in the same period (7.6%). The difference will be adjusted for in accordance with the concession arrangement.

From 13 June 2019, the tolls applied by Rodovia MG050 have been increased by 4.9%, based on the rate of consumer price inflation in the period between 1 May 2018 and 30 April 2019, as provided for in the concession arrangement.

Italian airports

Tariff proposal for 2019

The consultation with airport users came to a conclusion on 5 November 2018 and, on 24 December 2018, the Civil Aviation Authority (ENAC) announced the new airport fees to be applied at Fiumicino and Ciampino airports.

Following the consultation process, the revised fees approved by ENAC for the period 1 March 2019 - 29 February 2020 envisage a 1.4% decrease for Fiumicino airport and a 2.2% increase for Ciampino with respect to the fees for 2018.

Overseas airports

Tariff review for the 2018-2019 period

On 14 July 2018, a decree was published by the French Minister of Transport who, within the scope of the Minister's powers, has established the criteria for determining the fees payable in return for the airport services provided by the Aéroports de la Côte d'Azur group ("ACA"). Specifically, the decree (i) defines and differentiates the scope of regulated and non-regulated activities (essentially commercial and real estate activities, with the exception of car parks that come under regulated activities), and (ii) establishes a tariff regulation mechanism for activities regulated by a price cap system (plafond tarifaire) linked to inflation, notwithstanding the limit on the allowed return on invested capital.

ACA then submitted its tariff proposal for the 2018 – 2019 period, in keeping with the provisions of the above ministerial decree, for endorsement by the Independent Supervisory Authority (ASI). On 21 January 2019, ASI rejected the tariffs proposed by ACA - which, in accordance with the provisions of the decree, envisaged an average decrease of fees of 0.65% - and independently set tariffs for the period from 15 May 2019 to 31 October 2019, involving a decrease of 33.4%, compared with previous levels, from 15 May 2019.

ACA, believing this decision to be unlawful, brought a legal challenge before the French Council of State, which is still pending. ACA's position, as set out in the challenge brought before the Council of State, is shared by the grantor, France's civil aviation authority (the Direction Général de l'Aviation Civile or DGAC), which has lodged written brief defending the legality of the tariff proposal unexpectedly rejected by ASI.

On 24 July 2019, the French government announced that it had adopted the implementing regulations in the law-pact (Loi-Pacte), by which it has also assigned ARAFER (the motorways and rail transport regulator) responsibility for determining airport fees (for airports with over 5 million passengers), a role formerly assigned to ASI.

Abertis group

Toll increases for 2019

Spain

From 1 January 2019, the Spanish operators applied the following annual toll increases, as per the applicable contracts:

  • 1.7% for state concessions (Acesa, Aumar, Iberpistas Castellana, Avasa, Aulesa), to adjust for the full rate of inflation, calculated as the annual average rate of change of the inflation index in the period between 1 November 2017 – 31 October 2018;
  • 2.2% for the concessions with the regional Government of Catalonia (Aucat, Invicat, Tunels), to adjust for 95% of the annual rate of change of the inflation index in October 2018 (2.3%).

France

In February 2019, the French operators raised their rates by 1.7%, to reflect the combined effect of 70% of the 2018 inflation rate (+1.9%), the adjustments related to the recovery of the frozen 2015 toll increases, and the return on the additional investment plan known as "Plan de Investissement Autoroutier" (+0.3% overall).

Italy

In 2019, the rates charged by the Italian operator of the A4 - Brescia Padova motorway have not increased. The operator's requests for an increase were not approved by the Ministry of Infrastructure and Transport, pending the finalisation of the operating and financial plan and on the basis of objections raised in connection with the amount of maintenance expenses. The company, considering the objections groundless, challenged the rejection before Lazio Regional Administrative Court, requesting the suspension of its effectiveness and its annulment.

Chile

The Chilean operators implemented the following annual toll increases in 2019, as per the applicable contracts:

  • from 1 January 2019, the rates charged by Autopista Central and Autopista del Los Andes have increased by 6.4%, to reflect the combined effect of the inflation adjustment for the period 1 December 2017 – 30 November 2018 (+ 2.8%) and the increase factor of 3.5%;
  • from 1 January 2019, the rates charged by Autopista del Sol have increased by 1.3%, to reflect the inflation adjustment for the six months between 1 June – 30 November 2018; the rates were increased again by 1.4% from 1 July 2019 in line with inflation in the six months from 1 December 2018 to 31 May 2019;
  • from 1 January 2019, the rates charged by Rutas del Pacifico have increased by 2.8%, reflecting the effect of inflation for the period 1 December 2017 – 30 November 2018 and confirmation of the safety premium awarded in the previous year;
  • from 1 January 2019, the rates charged by Elqui have increased by 2.8%, reflecting the effect of inflation for the period 1 December 2017 – 30 November 2018 and confirmation of the safety premium awarded in the previous year;
  • from 1 February 2019, the rates charged by Autopista del Los Libertadores have increased by 2.6%, reflecting the effect of inflation for the period 1 January to 31 December 2018 (+2.6%) and confirmation of the safety premium awarded in the previous year.

Brazil

The rates charged by Centrovias, Autovias and Intervias have increased by 4.7% from 1 July 2019. This corresponds with general price inflation in the period between 1 June 2018 and 31 May 2019, as it was

lower than the rate of consumer price inflation in the same period (7.7%). The difference will be adjusted for in accordance with the concession arrangement.

The rates applied by the new operator, ViaPaulista, have been increased by 5.7% from 26 May 2019, in order to compensate for extension of the exemption from toll payments for heavy vehicles with suspended axles to include the State of Sao Paulo from 31 May 2018.

The annual rate review due to take place in February 2019 for the federal concessions of Litoral Sul and Fluminense, linked to the general inflation rate between 1 February 2018 and 31 January 2019 (+4.4%), has not yet been approved by the grantor (ANTT – Agencia Nacional de Transportes), whilst awaiting for determination of the component providing a return on investment.

Argentina

On 5 January 2019, tolls were raised by 38% for both concessions under agreements with the grantor signed in July 2018.

Puerto Rico

On 1 January 2019:

  • Metropistas raised its tolls by 3.6%, to reflect the rate of inflation in the US (+2.1%) plus an increase in real terms of 1.5%;
  • Autopista de Puerto Rico y Compania raised its tolls by 1.5%, to reflect the rate of inflation in Puerto Rico.

Spain

Royal Decree 457/2006 (Acesa)

Acesa has filed a complaint against the Grantor in relation to the failure to pay the compensation payable under the agreement of 2006 between the Spanish government and the company (approved with Royal Decree 457/2006) and the subject of litigation in 2015.

The agreement called for, among other things, compensation for investment in certain sections of the AP-7 motorway, and for possible negative impacts on traffic deriving from the construction of second lanes on parallel roads (N-II and CN).

The compensation linked to investment in the construction of additional lanes on the AP-7 motorway has been recognised in full in these interim financial statements, whilst the amount receivable in relation to the loss of traffic has not been accounted for, as it is disputed. This latter amount has been estimated on the basis of the Royal Decree as approximately €2.1 billion, as presented in Abertis Infraestructuras's consolidated financial statements for the year ended 31 December 2018.

Following the legal proceedings, on 5 June 2019, Acesa received notice of the Supreme Court judgement, which – without taking a position with regard to the amount of the compensation - has established that the amount due may only be determined by the parties on expiry of the concession on 31 August 2021.

10.8 Events after 30 June 2019

Authority granted to the Chief Executive Officer to examine Alitalia's business plan

On 11 June 2019, having noted that it is in the interests of the subsidiary, Areoporto di Roma, to have a competitive and traffic-generating flag carrier airline, Atlantia's Board of Directors authorised the Chief Executive Officer, Giovanni Castellucci, to investigate the sustainability and effectiveness of the business plan for Alitalia and to report back to the Board at a forthcoming board meeting.

ANNEXES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ANNEX 1

THE ATLANTIA GROUP'S SCOPE OF CONSOLIDATION AND INVESTMENTS AS AT 30 JUNE 2019

THIS ANNEX HAS NOT BEEN AUDITED

ANNEX 1 THE ATLANTIA GROUP'S SCOPE OF CONSOLIDATION AND INVESTMENTS AS AT 30 JUNE 2019

NAME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY % INTEREST IN SHARE % OVERALL GROUP % OVERALL NON-
FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
INTEREST CONTROLLING
INTEREST
NOTE
PARENT COMPANY
ATLANTIA SpA ROME HOLDING COMPANY EURO 825,783,990
SUBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
A4 HOLDING SpA VERONA HOLDING COMPANY EURO 134.110.065 Abertis Italia Srl 90.03% 44.45% 55.55%
A4 MOBILITY Srl VERONA MAINTENANCE OF INFRASTRUCTURE
MAINTENANCE, OPERATION AND
EURO 100,000 A4 Holding SpA 100% 44.45% 55.55%
A4 TRADING Srl VERONA OPRATION AND DEVELOPMENT OF PARKING
CONSULTING SERVICES RELATING TO THE
AREAS
EURO 3,700,000 A4 Holding S.p.A 100% 44.45% 55.55%
AB CONCESSOES SA SAO PAULO
(BRAZIL)
HOLDING COMPANY BRAZILIAN
REAL
738,652,989 Participações Brasil limitada
Autostrade Concessões e
50.00% 50.00% 50.00% (1)
ABERTIS AUTOPISTAS ESPANA SA MADRID
(SPAIN)
STUDY, PROMOTION AND CONSTRUCTION OF
CIVIL INFRASTRUCTURE
EURO 551,000,000 Abertis Infraestructuras SA 100% 49.38% 50.62%
ABERTIS HOLDCO SA MADRID
(SPAIN)
HOLDING COMPANY EURO 100.059.990 Atlantia SpA 50.00% 50.00% 50.00% (2)
ABERTIS INDIA TOLL ROAD SERVICES
LIP
MUMBAI
(INDIA)
HOLDING COMPANY INDIAN
RUPEE
185,053,700 Abertis Internacional SA
Abertis India S.L.
100%
99.00%
1.00%
49.38% 50.62%
ABERTIS INDIA S.L. MADRID
(SPAIN)
HOLDING COMPANY EURO 17,113,500 Abertis Internacional SA 100% 49.38% 50.62%
AME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY % INTEREST IN SHARE % OVERALL GROUP % OVERALL NON-
FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
INTEREST CONTROLLING
INTEREST
NOTE
BSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
BERTIS INFRAESTRUCTURAS CHILE SA SANTIAGO
(CHILE)
HOLDING COMPANY CHILEAN
PESO
10.433,503.191 Abertis Infraestructuras SA 100% 49.38% 50.62%
BERTIS INFRAESTRUCTURAS FINANCE (NETHERLANDS)
AMSTERDAM
FINANCIAL SERVICES EURO 18,000 Abertis Infraestructuras SA 100% 49.38% 50.62%
ERTIS INFRAESTRUCTURAS SA MADRID
(SPAIN)
DEVELOPMENT OF MOTORWAYS UNDER
CONSTRUCTION, MAINTENANCE AND
CONCESSION
EURO 2,734,696,113 Abertis HoldCo SA 98.75% 49.38% 50.62% (3)
ERTIS INTERNACIONAL SA MADRID
(SPAIN)
DEVELOPMENT OF MOTORWAYS UNDER
CONSTRUCTION, MAINTENANCE AND
CONCESSION
EURO 33,687,000 Abertis Infraestructuras SA 100% 49,38% 50.62%
BERTIS ITALIA Sti VERONA HOLDING COMPANY EURO 341,000,000 Abertis Internacional SA 100% 49.38% 50.62%
ERTIS MOBILITY SERVICES S.L. BARCELLONA
(SPAIN)
DESIGN, DEVELOPMENT, IMPLEMENTATION
SOLUTIONS FOR THE MANAGEMENT OF
AND OPERATION OF TECHNOLOGICAL
TRANSPORT INFRASTRUCTURE
EURO 1,003,000 Abertis Infraestructuras SA 100% 49.38% 50.62%
ERTIS MOTORWAYS UK LTD. LONDON
(UK)
HOLDING COMPANY STERLING
POUND
10.000.000 Abertis Infraestructuras SA 100% 49.38% 50.62%
ERTIS TELECOM SATELITES SA MADRID
(SPAIN)
HOLDING COMPANY (SATELLITE
COMMUNICATIONS)
EURO 242,082,290 Abertis Infraestructuras SA 100% 49.38% 50.62%
in the not hall d 2015, learning to problems (45,575 of the on sheets that is the 13,75% wills the pecontages interest and on the normal of the normal of the normal of the no
NAME KEGISTEREU OFFICE BUSINESS CURRENCE AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPTIAL/
HERO BI FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
% IN ERGST IN SHARE
A UVERALL GRUUP
INTEREST
70 UVERALL NUN-
CONTROLLING
INTEREST
NOTE
SUBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
ACA HOLDING SAS. (FRANCE)
NICE
HOLDING COMPANY EURO 17,000.000 Aeroports de la Côte d'Azur 100% 38.66% 61.34%
AD MOVING SpA ROME ADVERTISING SERVICES EURO 1.000.000 Autostrade per l'Italia SpA 100% 88.06% 11.94%
ADR ASSISTANCE Sri FIUMICINO PRM SERVICES EURO 4,000,000 Aeroporti di Roma SpA 100% 99.38% 0.62%
AERO 1 GLOBAL & INTERNATIONAL
S.a.r.I.
LUXEMBOURG HOLDING COMPANY EURO 6,670,862 Atlantia SpA 100% 100%
AEROPORTI DI ROMA SDA FIUMICINO MANAGEMENT AND DEVELOPMENT OF
ROME AIRPORT SYSTEM
EURO 62.224.743 Atlantia SpA 99.38% 99.38% 0.62%
AEROPORTS DE LA COTE D'AZUR SA (FRANCE)
NICE
MANAGEMENT AND DEVELOPMENT OF NICE
AND CANNES MANDELIEU AIRPORTS.
EURO 148,000 Azzurra Aeroporti SpA 64.00% 38.66% 61 34%
AEROPORTS DU GOLFE DE SAINT
TROPEZ SA
SAINT TROPEZ
(FRANCE)
MANAGEMENT AND DEVELOPMENT OF
GOLFE DE SAINT TROPEZ AIRPORT
EURO 3,500,000 Aéroports de la Cote d'Azur 99.94% 38.63% 61.37%
AIRPORT CLEANING Srl FIUMICINO CLEANING AND MAINTENANCE SERVICES EURO 1,500,000 Aeroporti di Roma SpA 100% 99.38% 0.62%
ADR MOBILITY Srl FIUMICINO MANAGEMENT OF AIRPORT CAR PARKING
AND CAR PARKS
EURO 1,500.000 Aeroporti di Roma SpA 100% 09.38% 0.62%
ADR SECURITY Srl FIUMICINO AIRPORT SCREENING AND SECURITY
SERVICES
EURO 400.000 Aeroporti di Roma SpA 100% 99.38% 0.62%
ME REGISTERED OFFICE BUSINESS CURRENCY CONSORTIUM FUND
AS AT 30 JUNE 2019
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY FUND AS AT 30 JUNE 2019
% INTEREST IN SHARE
CAPITAL/ CONSORTIUM
% OVERALL GROUP % OVERALL NON-
INTEREST
CONTROLLING
INTEREST
NOTE
BSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
OR SVILUPPO Srl FIUMICINO PROPERTY MANAGEMENT EURO 100,000 Aeroporti di Roma SpA 100% 99,38% 0.62%
100% 99.38% 0.62%
OR TEL SpA FIUMICINO TELECOMMUNICATIONS EURO 600,000 Aeroporti di Roma SpA 99.00%
ADR Sviluppo Sri 1.00%
RTERIS PARTICIPACIES SA SAO PAULO
(BRAZIL)
HOLDING COMPANY BRAZILIAN
REAL
73,842,009 Arteris SA 100% 20.72% 79.28%
82.29% 20.72% 79.28%
TERIS SA SAO PAULO Holding Company For Non-Financial BRAZILIAN 5,103,847,555 Participes en Brasil SA 33.16%
(BRAZIL) INSTITUTIONS REAL Participes en Brasil II S.L. 40.87%
PDC Participacoes SA 8.26%
TOPISTA FERNAO DIAS SA POUSO ALEGRE
(BRAZIL)
MOTORWAY CONSTRUCTION AND
OPERATION
BRAZILIAN
REAL
1.452.884.583 Arteris SA 100% 20.72% 79.28%
TOPISTA FLUMINENSE SA RIO DE JANEIRO
(BRAZIL)
MOTORWAY CONSTRUCTION AND
OPERATION
BRAZILIAN
REAL
991,789,100 Arteris SA 100% 20.72% 79.28%
TOPISTA LITORAL SUL SA JOINVILLE
(BRAZIL)
MOTORWAY CONSTRUCTION AND
OPERATION
BRAZILIAN
REAL
1,287,995,511 Arteris SA 100% 20.72% 79.28%
TOPISTA PLANALTO SUL SA RIO NEGRO
(BRAZIL)
MOTORWAY CONSTRUCTION AND
OPERATION
BRAZILIAN
REAL
1.034.034.052 Arteris SA 100% 20.72% 79.28%
TOPISTA REGIS BITTENCOURT SA SAO PAULO
(BRAZIL)
MOTORWAY CONSTRUCTION AND
OPERATION
US DOLLAR 1,175,785,422 Arteris SA 100% 20.72% 79.28%
NAME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY % INTEREST IN SHARE % OVERALL GROUP % OVERALL NON-
FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
INTEREST CONTROLLING
INTEREST
NOTE
SUBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS.
AUTOPISTAS AUMAR SA CONCESIONARIA
DEL ESTADO (AUMAR)
VALENCIA
(SPAIN)
TOLL MOTORWAY OPERATOR EURO 213.595.500 Abertis Autopistas España SA 100% 49.38% 50.62%
AUTOPISTAS DE LEÓN SAC.E. (AULESA) (SPAIN)
LEON
TOLL MOTORWAY OPERATOR EURO 34,642,000 lberpistas SA 100% 49.38% 50.62%
AUTOPISTAS DE PUERTO RICO Y
COMPANIA S.E. (APR)
(PORTO RICO)
SAN JUAN
TOLL MOTORWAY OPERATOR US DOLLAR 3,503,002 Abertis Infrastructuras SA 100% 49.38% 50.62%
AUTOPISTAS DEL SOL SA (AUSOL) BUENQS AIRES
(ARGENTINA)
TOLL MOTORWAY OPERATOR ARGENTINE
PESO
88.384.092 Abertis Infraestructuras SA 31.59% 15.60% 84.40%
AUTOPISTAS METROPOLITANAS DE
PUERTO RICO LLC
PORTO RICO)
SAN JUAN
TOLL MOTORWAY OPERATOR US DOLLAR 500,323,664 Abertis Infrastructuras SA 51.00% 25.18% 74.82%
AUTOPISTAS VASCO-ARAGONESA C.E.SA
AVASA)
OZORKO
(SPAIN)
TOLL MOTORWAY OPERATOR EURO 237,094,716 lberpistas SA 100% 49.38% 50.62%
AUTOPISTAS CONCESIONARIA ESPAÑOLA
SA (ACESA)
BARCELLONA
(SPAIN)
TOLL MOTORWAY OPERATOR EURO 319,488,531 Abertis Autopistas España SA 100% 49.38% 50.62%
AUTOPISTA TRADOS-45 SA (TRADOS-45) MADRID
(SPAIN)
TOLL MOTORWAY OPERATOR EURO 21,039.015 Iberpistas SA 51.00% 25.18% 74.82%
AUTOPISTES DE CATALUNYA SA (AUCAT) BARCELLONA
(SPAIN)
TOLL MOTORWAY OPERATOR EURO 95,160,000 Societat d'Autopistes Catalanes SA 100% 49,38% 50.62%
AUTOSTRADA BS VR VI PD SPA VERONA TOLL MOTORWAY OPERATOR EURO 125,000,000 A4 Holding SpA 100% 44.45% 55.55%
ME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND.
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
% INTEREST IN SHARE % % OVERALL GROUP % OVERALL NON-
INTEREST
CONTROLLING
INTEREST
NOTE
BSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
100% 100%
TOSTRADE CONCESSOES E SAN PAOLO HOLDING COMPANY BRAZILIAN
REAL
729,590,863 Autostrade Portugal Srl 25.00%
RTICIPACOES BRASIL LIMITADA (BRAZIL) Autostrade dell'Atlantico Sri 41-14%
Autostrade Holding do Sur SA 33.86%
OSTRADE DELL'ATLANTICO Sri ROME HOLDING COMPANY EURO 1,000,000 Atlantia SpA 100% 100%
100% 100% (4)
TOSTRADE HOLDING DO SUR SA SANTIAGO
(CHILE)
HOLDING COMPANY CHILEAN
PESO
51.496,805,692 Autostrade dell'Atlantico Srl 100%
Autostrade per l'Italia SpA 0.00%
100% 100%
TOSTRADE INDIAN INFRASTRUCTURE
VELOPMENT PRIVATE LIMITED
MAHARASHTRA (INDIA)
MUMBAI -
HOLDING COMPANY INDIAN
RUPEE
500,000 Allantia SpA do add
Spea Engineering SpA 0.01%
TOSTRADE MERIDIONALI SpA NAPLES MOTORWAY OPERATION AND
CONSTRUCTION
EURO 9.056.250 Autostrade per l'Italia SpA 58.98% 51.94% 48.06% (5)
TOSTRADE PER L'ITALIA SpA ROME MOTORWAY OPERATION AND
CONSTRUCTION
EURO 622,027,000 Atlantia SpA 88.06% 88.06% 11.94%
OSTRADE PORTUGAL Srl ROME HOLDING COMPANY EURO 30,000,000 Autostrade dell'Atlantico Srl 100% 100%
OSTRADE TECH SpA ROME AUTOMATION OF TRAFFIC AND ROAD SAFETY
SALE OF INFORMATION SYSTEMS AND
EQUIPMENT FOR THE CONTROL AND
EURO 1.120.000 Autostrade per l'Italia SpA 100% 88.06% 11.94%
The company's shares are held by: Autostrade dell'Altantico Sri, with a holding of 1.000,000 shares, and Autostrade per I'ltalia SpA, with 1 share.
The company is listed on Borsa Italiana SpA's Expandi market.
NAME REGISTERED OFFICE BUSINESS CURRENCY CONSORTIUM FUND
AS AT 30 JUNE 2019
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY % INTEREST IN SHARE % OVERALL GROUP % OVERALL NON-
FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
INTEREST CONTROLLING
INTEREST
NOTE
SUBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
AUTOVIAS SA RIBERAO PRETO
(BRAZIL)
MOTORWAY OPERATOR BRAZILIAN
REAL
128,514,447 Arteris SA 100% 20.72% 79.28%
60.46% 60.40% 39,60% (6)
AZZURRA AEROPORTI SpA ROMA HOLDING COMPANY EURO 3,221,234 Allantia SpA 52.69%
Aeroporti di Roma Spa 7.77%
BIP&GO SAS. ISSY-LES-MOULINEAUX
(FRANCE)
DISTRIBUTOR OF TOLLING SYSTEMS EURO 1,000 Sanef SA 100% 49,38% 50.62%
CASTELLANA DE AUTOPISTAS SAC.E. SEGOVIA
(SPAIN)
TOLL MOTORWAY OPERATOR EURO 98,000,000 Iberpistas SA 100% 49.38% 50.62%
CENTROVIAS SISTEMAS RODOVIARIOS
SA
ITIRAPINA
(BRAZIL)
MOTORWAY CONSTRUCTION AND
OPERATION
BRAZILIAN
REAL
104,798,079 Arteris SA 100% 20.72% 79.28%
CONCESSIONARIA DA RODOVIA MGO50
SA
SAO PAULO
(BRAZIL)
MOTORWAY OPERATION AND
CONSTRUCTION
BRAZILIAN
REAL
468.878.027 AB Concessoes SA 100% 50.00% 50.00%
100% 20.72% 79.28%
CONCESIONARIA DE RODOVIAS DO
INTERIOR PAULISTA SA
(BRAZIL)
ARARAS
MOTORWAY CONSTRUCTION AND
OPERATION
BRAZILIAN.
REAL
129,625,130 Arteris Participaçoes SA
Arteris SA
51.00%
49.00%
CONSULTEK INC. (CALIFORNIA - USA)
PALO ALTO.
TECHNICAL CONSULTING SERVICES US DOLLAR 10 Hispasat SA 100% 44.28% 55.72%
ELECTRONIC TRANSACTION
CONSULTANTS Co.
RICHARDSON
(TEXAS - USA)
MANAGEMENT OF AUTOMATED TOLLING
SERVICES
US DOLLAR 16.264 Autostrade dell'Atlantico Srl 64.46% 64.46% 35.54%
Roma Sobo co (i) The suse opial s need of C.224 (pelements and states in peccatige interest in the success in the seed could the girls of the starts of religion of the element of vince (i
AME REGISTERED OFFICE SUSINESS CURRENCY SHARE CAPITAL/ HELD BY % INTEREST IN SHARE % OVERALL GROUP % OVERALL NON- NOTE
CONSORTIUM FUND
AS AT 30 JUNE 2019
(IN SHARES/UNITS)
FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
INTEREST CONTROLLING
INTEREST
UBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
MOVIS OPERATIONS IRELAND LTD. (IRELAND)
DUBLIN
TOLL OPERATOTR EURO 10 Emovis SAS. 100% 49.38% 50.62%
MOVIS OPERATIONS LEEDS (UK) LEEDS
(UK)
TOLL OPERATOTR STERLING
POUND
10 Emovis SAS. 100% 49.38% 50,62%
MOVIS OPERATIONS MERSEY LTD HARROGATE
(ហែវ)
TOLL OPERATOTR STERLING
POUND
10 Emovis SAS. 100% 49.38% 50.62%
MOVIS OPERATIONS PUERTO RICO INC. (MARYLAND - USA)
LUTHERVILLE
TIMONIUM
TOLL OPERATOTR US DOLLAR 1.000 Emovis technologies US INC. 100% 49.38% 50.62%
MOVIS SAS. ISSY-LES-MOULINEAUX
(FRANCE)
OPERATOR AND SUPPLIER OF TOLLING
SYSTEM
EURO 11,781,984 Abertis Mobility Services S.L. 100% 49.38% 50.62%
MOVIS TAG UK LTD LEEDS
(UK)
DISTRIBUTOR OF TAGS IN UK STERLING
POUND
10 Emovis SAS. 100% 49.38% 50.62%
WON'S TECHNOLOGIES BC INC. VANCOUVER
(CANADA)
OPERATION OF TOLLING SYSTEMS CANADIAN
DOLLAR
450,100 Emovis SAS. 100% 49.38% 50.62%
MOVIS TECHNOLOGIES CHILE SA
INQUIDATION)
SANTIAGO
(CHILE)
OPERATION OF TOLLING SYSTEMS CHILEAN
PESO
460,948,000 Emovis SAS. 100% 49.38% 50.62%
MOVIS TECHNOLOGIES D.O.O. (CROATIA)
SPLIT
SUPPLIER OF TOLLING SYSTEMS CROATIAN
KUNA
2,364,600 Emovis SAS. 100% 49.38% 50.62%
MOVIS TECHNOLOGIES IRELAND
MITED
(IRELAND)
DUBLIN
OPERATION OF TOLLING SYSTEMS EURO 10 Emovis SAS. 100% 49.38% 50.62%
MOVIS TECHNOLOGIES QUEBEC INC. MONTREAL
(CANADA)
OPERATION OF TOLLING SYSTEMS CANADIAN
DOLLAR
100 Emovis SAS. 100% 49.38% 50.62%
NAME REGISTERED OFFICE BUSINESS CURRENCY CONSORTIUM FUND
AS AT 30 JUNE 2019
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY % INTEREST IN SHARE % OVERALL GROUP % OVERALL NON-
FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
INTEREST CONTROLLING
INTEREST
NOTE
SUBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
EMOVIS TECHNOLOGIES UK LIMITED LONDON
(UK)
OPERATION OF TOLLING SYSTEMS STERLING
POUND
130,000 Emovis SAS 100% 49.38% 50.62%
EMOVIS TECHNOLOGIES US INC. (MARYLAND - USA)
LUTHERVILLE
TIMONIUM
SUPPLIER OF TOLLING SYSTEMS US DOLLAR 1,000 Emovis SAS. 100% 49 3838 50.62%
EUROTOLL CENTRAL EUROPE ZRT (HUNGARY)
BUDAPEST
TOLL TRANSACTION PROCESSING EURO 16.633 Eurotoll SAS 100% 49.38% 50.62%
EUROTOLI SAS, ISSY LES MOULINEAUX
(FRANCE)
TOLL OPERATOTR EURO 3,300,000 Abertis Mobility Services S.L. 100% 49,38% 50.62%
ESSEDIESSE SOCIETA DI SERVIZI SpA ROME GENERAL AND ADMINISTRATIVE SERVICES EURO 000 000 Autostrade per l'Italia SpA 100% 88.06% 11.94%
FIUMICINO ENERGIA Sri FIUMICINO ELECTRICITY PRODUCTION EURO 741,795 Atlantia SpA 87.14% 87.14% 12.86%
GESTORA DE AUTOPISTAS SpA (GESA SANTIAGO
(CHILE)
DEVELOPMENT OF ROADS AND MOTORWAYS
OPERATION, MAINTENANCE AND
CHILEAN
PESO
837.978.217 Vias Chile SA 100% 39.50% 60.50%
GIOVE CLEAR Sri ROME CLEANING AND MAINTENANCE SERVICES EURO 10,000 Autostrade per l'Italia SpA 100% 88.06% 11,94%
GLOBALCAR SERVICES SPA VERONA VEHICLE HIRE EURO: 2.000,000 A4 Holding SpA 66.00% 29.34% 70.66%
GRUPO CONCESIONARIO DEL OESTE SA
(GCO)
(ARGENTINA)
ITUZAINGO
TOLL MOTORWAY OPERATOR ARGENTINE
PESO
160,000,000 Acesa 42.87% 21.17% 78.83% (7)
IT The program interest is calculated with reference in issue, whereas the 49.99% of volve right is calculated with reference to ordinary volumes hares.

Notes to the Atlantia Group's consolidated financial statements

ME REGISTERED OFFICE SUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY % INTEREST IN SHARE % OVERALL GROUP % OVERALL NON-
FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
INTEREST CONTROLLING
INTEREST
NOTE
BSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
UPO COSTANERA SpA SANTIAGO
(CHILE)
HOLDING COMPANY CHILEAN
PESO
328,443,738,418 Autostrade dell'Atlantico Sri 50.01% 50.01% 49.99%
PAMAR EXTERIOR S.L.U. MADRID
(SPAIN)
SATELLITE OPERATOR EURO 800,000 Hispamar Satélites SA 100% 35.85% 64.15%
80,96% 35.85% 64.15%
PAMAR SATELITES SA RIO DE JANEIRO
(BRAZIL)
SATELLITE OPERATOR BRAZILIAN
REAL
113,213,530 Hispasat Brasil LTDA 77.03%
Hispasat SA 3.93%
100% 44.28% 55.72%
PASAT BRASIL LTDA RIO DE JANEIRO
(BRAZIL)
SATELLITE OPERATOR BRAZILIAN
REAL
106,273,020 Hispasal SA 99.99%
Hispamar Satélites SA 0.01%
PASAT CANARIAS S.L.U. LAS PALMAS
(SPAIN)
SATELLITE OPERATOR EURO 102,002,989 Hispasat SA 100% 44,28% 55.72%
100% 44.28% 55.72%
SPASAT MEXICO SA DE CV MEXICO CITY
(MEXICO)
SATELLITE OPERATOR MEXICAN
PESO
151,000,000 Hispasat SA 99.95%
Hispasat Canarias SL 0.05%
PASAT SA MADRID
(SPAIN)
SATELLITE OPERATOR EURO 121,946,380 Abertis Telecom Satélites SA 89.68% 44,28% 55.72%
LDING D'INFRASTRUCTURES DE
INSPORT 2 SAS
ISSY-LES-MOULINEAUX
(FRANCE)
HOLDING COMPANY EURO 5,010,000 Abertis Infraestructuras SA 100% 49.38% 50.62%
LDING D'INFRASTRUCTURES DE
INSPORT SAS
ISSY-LES-MOULINEAUX
(FRANCE)
HOLDING COMPANY EURO 1,512,267,743 Abertis Infraestructuras SA 100% 49.38% 50.62%

170

NAME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL
HELD BY % INTEREST IN SHARE % OVERALL GROUP % OVERALL NON-
FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
INTEREST CONTROLLING
INTEREST
NOTE
SUBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
IBERPISTAS SA SEGOVIA
(SPAIN)
TOLL MOTORWAY OPERATOR EURO 54.000.000 Abertis Autopistas España SA 100% 49.38% 50.62%
INFOBLU SpA ROME TRAFFIC INFORMATION EURO 5,160,000 Telepass SpA 75.00% 75.00% 25.00%
INFRAESTRUCTURES VIÀRIES DE
CATALUNYA SA (INVICAT)
BARCELLONA
(SPAIN)
MOTORWAY CONSTRUCTION AND
OPERATION
EURO 92,037.215 Societat d'Autopistes Catalanes SA 100% 49,38% 50.62%
INVERSORA DE INFRAESTRUCTURAS S.L.
(INVIN)
MADRID
(SPAIN)
HOLDING COMPANY EURO 116,047,578 Abertis Infraestructuras SA 71.84% 35.47% 64.53%
100% 49,38% 50.62% (8)
JADCHERLA EXPRESSWAYS PRIVATE
LIMITED (JEPL)
HYDERABAD
(INDIA)
TOLL MOTORWAY OPERATOR RUPEE
INDIAN
2.100.402.530 Abertis India S.L. 100%
Abertis Infraestructuras SA 0.00%
JETBASE Ltda PORTUGAL)
CASCAIS
HANDLING SERVICES EURO 50.000 Aca Holding SAS 100% 38,66% 61.34%
K-MASTER STI ROME GPS FLEET MANAGEMENT EURO 10.000 Telepass SpA 93.40% 93:40% 6.60%
99.99% 20.72% 79.28%
LATINA MANUTENÇÃO DE RODOVIAS
LTDA
SAO PAULO
(BRAZIL)
MOTORWAY CONSTRUCTION AND REPAIR BRAZILIAN
REAL
31,048,345 Arteris SA 99.99%
Participes en Brasil SA 0.00%
(8) Abertis Infraestructuras SA holds 1 share in the company.
ME REGISTERED OFFICE BUSINESS CURRENCY CONSORTIUM FUND
AS AT 30 JUNE 2019
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY FUND AS AT 30 JUNE 2019
% INTEREST IN SHARE
CAPITAL/ CONSORTIUM
% OVERALL GROUP % OVERALL NON-
INTEREST
CONTROLLING
INTEREST
NOTE
BSIDIARIES CONSOLIDATED ON A LINE BY-BASIS
100% 88,36% 11.64%
ONARDO ENERGIA - SOCIETA
NSORTILE a r.I.
FIUMICINO ELECTRICITY PRODUCTION EURO 10.000 Fiumicino Energia Srl 90.00%
Aeroporti di Roma SpA 10.00%
ONORD EXPLOITATION SAS ISSY-LES-MOULINEAUX
(FRANCE)
MANAGEMENT OF OPERATING CONTRACTS EURO 40,000 Sanef SA 85.00% 41.97% 58.03%
JLHACEN Sri VERONA BUSINESS PLANNING
BUSINESS CONSULTING AND OTHER
ADMINISTRATIVE-MANAGEMENT
CONSULTING AND
EURO 10,000 A4 Holding SpA 100% 44.45% 55.55%
ERADORA AUTOPISTA DE LOS ANDES SANTIAGO
(CHILE)
MAINTENANCE, OPERATION AND
DEVELOPMENT OF TRANSPORT
INFRASTRUCTURE
CHILEAN
PESO
770,000,000 Vias Chile SA 100% 39.50% 60.50%
ERADORA AUTOPISTA DEL SOL SOL SPA SANTIAGO
(CHILE)
MAINTENANCE, OPERATION AND
DEVELOPMENT OF TRANSPORT
INFRASTRUCTURE
CHILEAN
PESO
1,876,000,000 Vias Chile SA 100% 39.50% 60.50%
ERADORA AUTOPISTA LOS
ERTADORES SDA
SANTIAGO
(CHILE)
MAINTENANCE. OPERATION AND
DEVELOPMENT OF TRANSPORT
INFRASTRUCTURE
CHILEAN
PESO
1,224,000,000 Vias Chile SA 100% 39.50% 60.50%
ERADORA DEL PACIFICO SpA SANTIAGO
(CHILE)
MOTORWAY MAINTENANCE, OPERATION AND
DEVELOPMENT
CHILEAN
PESO
360.029,523 Vias Chile SA 100% 39.50% 60.50%
VIMENTAL POLSKA SP.ZO.O. TRZEBINIA
(POLAND)
CONSTRUCTION AND MAINTENANCE
ROAD, MOTORWAY AND AIRPORT
POLISH
ZLOTY
3,000,000 Pavimental SpA 100% 96.89% 3.11%
99.40% 96,89% 3.11%
VIMENTAL SpA ROME MOTORWAY AND AIRPORT CONSTRUCTION EURO 10,116,452 Atlantia SpA 59.40%
AND MAINTENANCE Autostrade per l'Italia SpA 20.00%
Aeroporti di Roma SpA 20.00%
NAME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY FUND AS AT 30 JUNE 2019
% INTEREST IN SHARE
CAPITAL/ CONSORTIUM
% OVERALL GROUP % OVERALL NON-
INTEREST
CONTROLLING
INTEREST
NOTE
SUBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
PARTICIPES EN BRASIL II S.L. MADRID
(SPAIN)
CONSTRUCTION, MAINTENANCE AND
CONCESSION AND MANAGEMENT OF
OPERATION OF MOTORWAYS UNDER
CONCESSIONS
EURO 3,100 Participes en Brasil SA 100% 25:18% 74.82%
PARTICIPES EN BRASIL SA MADRID (SPAIN) HOLDING COMPANY EURO 41.093.222 Abertis Infraestructuras SA 51.00% 25,18% 74.82%
PDC PARTICIPACOES SA SAO PAULO
(BRAZIL)
MANAGEMENT OF CONCESSIONS BRAZILIAN
REAL
602,684,727 Participes on Brasil SA 100% 25.18% 74.82%
RACCORDO AUTOSTRADALE VALLE
D'AOSTA SpA
AOSTA MOTORWAY OPERATION AND
CONSTRUCTION
EURO 343,805,000 per il Traforo del Monte Bianco
Società Italiana per Azioni
47.97% 21.54% 78.46% (9)
RODOVIAS DAS COLINAS SA SAO PAULO
(BRAZIL)
MOTORWAY OPERATION AND
CONSTRUCTION
BRAZILIAN
REAL
226.145.401 AB Concessoes SA 100% 50.00% 50.00%
SANEF 107.7 SAS ISSY-LES-MOULINEAUX
(FRANCE)
RADIO BROADCASTER EURO 15,245 Sanef SA 100% 49.38% 50.62%
SANEF AQUITAINE SAS. (FRANCE) ISSY-LES-MOULINEAUX MOTORWAY OPERATION AND DEVELOPMENT EURO 500,000 Sanef SA 100% 49,38% 50.62%
SANEF SA ISSY-LES-MOULINEAUX
(FRANCE)
TOLL MOTORWAY OPERATOR EURO 53,090,462 Holding d'Infraestructures de Transport
(HIT)
100% 49.38% 50.62%
SAPN SA (SOCIETE DES AUTOROUTES
PARIS NORMANDIE)
ISSY LES-MOULINEAUX
(FRANCE)
TOLL MOTORWAY OPERATOR EURO 14.000.000 Sanef SA 99.97% 49.36% 50:64%
(9) The see capital a new of CSS (2010) not on the propose dentit to percent of the precess of the process of the process of the process to 500 of video of the production of
AME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY % INTEREST IN SHARE % OVERALL GROUP % OVERALL NON-
FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
INTEREST CONTROLLING
INTEREST
NOTE
UBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
CI LA RATONNIERE SAS. (FRANCE)
NICE
PROPERTY SERVICES EURO 243,918 Aeroports de la Côte d'Azur 100% 38.66% 61.34%
SE BPNL SAS (FRANCE) ISSY-LES-MOULINEAUX MOTORWAY MAINTENANCE, OPERATION AND
MAINTENANCE
EURO 40.000 Sanef SA 100% 49.38% 50.62%
ERENISSIMA PARTECIPAZIONI S.P.A VERONA HOLDING COMPANY EURO 2,314,063 A4 Holding SPA 39.99% 44.45% 55.55%
KY VALET FRANCE SAS. LE BOURGET
(FRANCE)
HANDLING SERVICES EURO 1.151,584 Aca Holding SAS 100% 38.66% 61.34%
KY VALET SPAIN S.L. MADRID
(SPAIN)
HANDLING SERVICES EURO 231.956 Aca Holding SAS 100% 38:66% 61.34%
100% 50.01% 49:99%
OCIEDAD CONCESIONARIA AMB SA SANTIAGO
(CHILE)
MOTORWAY OPERATION AND
CONSTRUCTION
CHILEAN
PESO
5,875,178,700 Sociedad Gestion Vial SA
Grupo Costanera SpA
99.98%
0.02%
100% 50.01% 49.99% (10)
OCIEDAD CONCESIONARIA AMERICO
ESPUCIO ORIENTE Il SA
SANTIAGO
(CHILE)
MOTORWAY OPERATION AND
CONSTRUCTION
CHILEAN
PESO
100.000.000.000 Grupo Costanera SpA 100%
Sociedad Gestion Vial SA 0.00%
OCIEDAD CONCESIONARIA AUTOPISTA
ENTRAL SA
SANTIAGO
(CHILE)
TOLL MOTORWAY OPERATOR CHILEAN
PESO
76,694,956,663 Vias Chile SA 100% 39.50% 60.50%
10) The issued capital amounts to 50,000,000 Chilean pesos.

174

NAME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY % INTEREST IN SHARE % OVERALL GROUP % OVERALL NON-
FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
INTEREST CONTROLLING
INTEREST
NOTE
SUBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
SOCIEDAD CONCESIONARIA AUTOPISTA SANTIAGO CHILEAN 100% 39.50% 60.50%
DE LOS ANDES SA (CHILE) TOLL MOTORWAY OPERATOR PESO 35,466,685,791 Gestora de Autopistas SpA 0.00%
Vias Chile SA 100%
100%
39.50% 60.50%
SOCIEDAD CONCESIONARIA AUTOPISTA SANTIAGO TOLL MOTORWAY OPERATOR CHILEAN 19,960,726,041 Vias Chile SA 100%
DEL SOL SA (CHILE) PESO Gestora de Autopistas SA 0.00%
100% 39,50% 60.50%
SOCIEDAD CONCESIONARIA AUTOPISTA
LOS LIBERTADORES SA
SANTIAGO
(CHILE)
TOLL MOTORWAY OPERATOR CHILEAN
PESO
16.327.525.305 Vias Chile SA 100%
Gestora de Autopistas SpA 0.00%
100% 50.01% 49.99%
SOCIEDAD CONCESIONARIA AUTOPISTA
NORORIENTE SA
SANTIAGO
(CHILE)
MOTORWAY OPERATION AND
CONSTRUCTION
CHILEAN
PESO
22,738,904,654 Grupo Costanera SpA 99.90%
Sociedad Gestion Vial SA 0.10%
SOCIEDAD CONCESIONARIA AUTOPISTA 100% 50.01% 49.99%
NUEVA VESPUCIO SUR SA SANTIAGO
(CHILE)
MOTORWAY OPERATION AND
CONSTRUCTION
CHILEAN
PESO
166,967,672,229 Grupo Costanera SpA 100%
Sociedad Gestion Vial SA 0.00%
100% 50.01% 49.99% (11)
SOCIEDAD CONCESIONARIA CONEXION
VIAL RUTA 78 - 68 SA
SANTIAGO
(CHILE)
MOTORWAY OPERATION AND
CONSTRUCTION
CHILEAN
PESO
32,000,000,000 Grupo Costanera SpA 100%
Sociedad Gestion Vial SA 0.00%
100% 50.01% 49,99%
SOCIEDAD CONCESIONARIA COSTANERA
NORTE SA
SANTIAGO
(CHILE)
MOTORWAY OPERATION AND
CONSTRUCTION
CHILEAN
PESO
58.859.765.519 Grupo Costanera SpA 100%
Sociedad Gestion Vial SA 0.00%
100% 39,50% 60.50%
SOCIEDAD CONCESIONARIA DEL ELQUI
SA (ELQUI)
SANTIAGO
(CHILE)
TOLL MOTORWAY OPERATOR CHILEAN
PESO
44,000,000,000 Gestora de Autopistas SpA 0.06%
Vias Chile SA 99.94%
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 99.95%
Autostrade dell'Atlantico Srl 0.05%
(11) The issued capital amounts to 23,000,000 Chilean pesos.
AME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY FUND AS AT 30 JUNE 2019
% INTEREST IN SHARE
CAPITAL/ CONSORTIUM
% OVERALL GROUP % OVERALL NON-
INTEREST
CONTROLLING
INTEREST
NOTE
JBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
OCIEDAD CONCESIONARIA LITORAL
ENTRAL SA
SANTIAGO
(CHILE)
MOTORWAY OPERATION AND
CONSTRUCTION
CHILEAN
PESO
18,368,224,675 Grupo Costanera SpA 100%
විට පිහිටද
50.01% 49.99%
Sociedad Gestion Vial SA 0.01%
OCIEDAD CONCESIONARIA
UTAS DEL PACIFICO SA
SANTIAGO
(CHILE)
TOLL MOTORWAY OPERATOR CHILEAN
PESO
51.000,000.000 Gestora de Autopistas SpA 100%
0.01%
39.50% 60.50%
Vias Chile SA 99.99%
OCIEDADE PARA PARTICIPAÇÃO EM
IFRAESTRUCTURA SA
SAO PAULO
(BRAZIL)
MANAGEMENT OF CONCESSIONS BRAZILIAN
REAL
22,506,527 Abertis Infraestructuras SA 51.00% 25.18% 74.82%
>OCIETAT D'AUTOPISTES CATALANES
AU.
BARCELLONA
(SPAIN)
DEVELOPMENT OF MOTORWAYS UNDER
CONSTRUCTION, MAINTENANCE AND
CONCESSION
EURO 1.060.000 Abertis Infraestructuras SA 100% 49.38% 50.62%
100% 50.01% 49.99%
OCIEDAD GESTION VIAL SA SANTIAGO
(CHILE)
CONSTRUCTION AND MAINTENANCE OF
ROADS AND TRAFFIC SERVICES
CHILEAN
PESO
11,397,237,788 Grupo Costanera SpA 99.99%
Sociedad Operacion y Logistica de
Infraestructuras SA
0.01%
OCIEDAD OPERACION Y LOGISTICA DE SANTIAGO CHILEAN 100% 50.01% 49.99%
FRAESTRUCTURAS SA (CHILE) SERVICES FOR OPERATORS PESO 11.736.819 Grupo Costanera SpA රිට පිටි බිජිමාර
Sociedad Gestion Vial SA 0.01%
OCIETA AUTOSTRADA TIRRENICA p.A. HOME MOTORWAY OPERATION AND
CONSTRUCTION
EURO 24,460,800 Autostrade per l'Italia SpA 00 03% 88.06% 11.94% (12)
OCIETA ITALIANA PER AZIONI PER IL
RAFORO DEL MONTE BIANCO
PRE' SAINT DIDIER
(AOSTA)
MONT BLANC TUNNEL OPERATION AND
CONSTRUCTION
EURO 198,749,200 Autostrade per l'Italia SpA 51.00% 44.91% 55.09%
OLUCIONA CONSERVACAO RODOVIARIA (BRAZIL)
MATAO
MOTORWAY MAINTENANCE BRAZILIAN
REAL
500.000 AB Concessões SA 100% 50.00% 50.00%
Cly Pa Been an 2015. Alassistant of the general methods station to samples 1992-1992. Started by March 1993. Street from the considered the street, became of the strict of th
ased on the rumber of shares held by Autostration of the subsidiary's total shares in issue is 99.93%. The Attantia Group's interest is, instead, 88.05%.
NAME REGISTERED OFFICE BUSINESS CURRENCY CONSORTIUM FUND
AS AT 30 JUNE 2019
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY FUND AS AT 30 JUNE 2019
% INTEREST IN SHARE
CAPITAL/ CONSORTIUM
% OVERALL GROUP % OVERALL NON-
INTEREST
CONTROLLING
INTEREST
NOTE
SUBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
100% 97.49% 2.51%
SPEA DO BRASIL PROJETOS E INFRA
ESTRUTURA LIMITADA
SAO PAULO
(BRAZIL)
INTEGRATED TECHNICAL AND ENGINEERING
SERVICES
BRAZILIAN
REAL
4,504,000 Spea Engineering SpA 100%
Partecipacoes Brasil Limitada
Austostrade Concessoes e
0.00%
100% 97.49% 2.51%
SPEA ENGINEERING SpA ROME INTEGRATED TECHNICAL AND ENGINEERING
SERVICES
EURO 6.966.000 Autostrade per l'Italia SpA
Atlantia SpA
20.00%
60.00%
Aeroporti di Roma SpA 20.00%
STALEXPORT AUTOROUTE SAR.L. (LUXEMBOURG)
LUXEMBOURG
MOTORWAY SERVICES EURO 56:149.500 Statexport Autostrady SA 100% 61.20% 38 80%
STALEXPORT AUTOSTRADA
MAŁOPOLSKA SA
MYSLOWICE
(POLAND)
MOTORWAY OPERATION AND
CONSTRUCTION
POLISH
ZLOTY
66,753,000 Stalexport Autoroute SAr.I. 100% 61.20% 38.80%
STALEXPORT AUTOSTRADY SA MYSLOWICE
(POLANO)
HOLDING COMPANY БОПЕН
ZLOTY
185,446,517 Atlantia SpA 61.20% 61.20% 38.80% (13)
TANGENZIALE DI NAPOLI SpA NAPLES MOTORWAY OPERATION AND
CONSTRUCTION
EURO 108,077,490 Autostrade per l'Italia SpA 100% 88.06% 11.94%
TECH SOLUTIONS INTEGRATORS SAS, (FRANCE)
PARIS
MAINTENANCE OF ELECTRONIC TOLLING
CONSTRUCTION, INSTALLATION AND
SYSTEMS
EURO 2.000.000 Autostrade per l'Italia SpA 100% 88.06% 11.94%
TELEPASS SpA ROME OPERATION OF AUTOMATED PAYMENT
SERVICES
EURO 26,000,000 Atlantia SpA 100% 100%
TELEPASS BROKER Sti ROME INSURANCE BROKER EURO 500,000 Telepass SpA 100% 100%
TELEPASS PAY SpA ROME OF ELECTRONIC MONEY INSTRUMENTS AND
DEVELOPMENT, ISSUE AND MANAGEMENT
POSTPAID SERVICES
EURO 702,983 Telepass SpA 100% 100%
(1.3) This company is listed on the Warsaw Stock Exchange.
AME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY % INTEREST IN SHARE % OVERALL GROUP % OVERALL NON-
FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
INTEREST CONTROLLING
INTEREST
NOTE
JBSIDIARIES CONSOLIDATED ON A LINE-BY-BASIS
OLLING OPERATIONS PUERTO RICO INC. (PORTO RICO)
SAN JUAN
TOLL OPERATOR US DOLLAR 1,000,000 Emovis SAS. 100% 49.38% 50.62%
RIANGULO DO SOL AUTO-ESTRADAS SA (BRAZIL)
MATAO
MOTORWAY OPERATION AND
CONSTRUCTION
BRAZILIAN
REAL
71,000,000 AB Concessoes SA 100% 50.00% 50.00%
100% 49.38% 50.62% (14)
RICHY TOLLWAY PRIVATE LIMITED
TPL)
HYDERABAD
(INDIA)
TOLL MOTORWAY OPERATOR INDIAN
RUPEE
1,946,215,010 Abertis India S.L. 100%
Abertis Infraestructuras SA 0.00%
ONCESIONARIA DE LA GENERALITAT DE
UNELS DE BARCELONA I CADI
TALUNYA SA
BARCELLONA
(SPAIN)
TOLL MOTORWAY OPERATOR EURO 60,000 Infraestructures Vianes de Catalunya
SA (INVICAT)
50.01% 24.89% 75.31%
RBANnext SA SWITZERLAND
CHIVSSO
DESIGN, PRODUCTION AND DEVELOPMENT
APPLICATIONS FOR URBAN MOBILITY
OF MOBILE TELECOMMUNICATIONS
SWISS FRANC 100,000 Telepass SpA 70.00% 70.00% 30,00%
A4 SA MYSŁOWICE
(POLAND)
MOTORWAY SERVICES POLISH
ZLOTY
500.000 Stalexport Autoroute SAr.I. 55:00% 33.66% 66,34%
ANORTE SA SERTAOZINHO
(BRAZIL):
MOTORWAY CONSTRUCTION AND
OPERATION
BRAZILIAN
REAL
113.651.571 Arteris SA 100% 20.72% 79.28%
APAULISTA SA RIBERAO PRETO
(BRAZIL)
MOTORWAY CONSTRUCTION AND
OPERATION
BRAZILIAN
REAL
1.348.385.843 Arteris SA 100% 20.72% 79.28%
100% 39.50% 60,50%
AS CHILE SA SANTIAGO
(CHILE)
HOLDING COMPANY CHILEAN
PESO
93.257.077.900 Inversora de Infraestructuras S.L.
Abertis Infraestructuras Chile SpA
71.01%
28.99%
Abertis Infraestructuras SA 0.00%
4) Abertis Infraestructuras SA holds 1 share in the company

178

NAME REGISTERED OFFICE BUSINESS CURRENCY CONSORTIUM FUND AS AT 30
SHARE CAPITAL/
SHARES/UNITS)
JUNE 2019 (IN
HELD BY CAPITAL/ CONSORTIUM FUND
% INTEREST IN SHARE
AS AT 30 JUNE 2019
NOTE
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Associates
AEROPORTO GUGLIELMO MARCONI DI BOLOGNA
SpA
BOLOGNA MANAGEMENT OF BOLOGNA AIRPORT EURO 90,314,162 Atlantia SpA 29,38%
A'LIENOR SAS. (FRANCE)
PAU
TOLL MOTORWAY OPERATOR EURO 275,632,000 Sanef SA 35.00%
ALAZOR INVERSIONES SA MADRID
(SPAIN)
HOLDING COMPANY EURO 223,600,000 Iberpistas SA 31.22%
DE
CONCESSIONARIA DE LA GENERALITAT
AUTOPISTA TERRASSA-MANRESA
CATALUNYA SA (AUTEMA)
BARCELLONA
(SPAIN)
TOLL MOTORWAY OPERATOR EURO 83,410,572 Autopistas Concesionaria
Española SA (ACESA)
23.72%
19.67%
SA (ALIS)
AUTOROUTE DE LIAISON SEINE-SARTHE
BOURG-ACHARD
(FRANCE)
TOLL MOTORWAY OPERATOR EURO 2,850,000 SAPN SA 8.00%
Sanef SA 11.67%
BIP & DRIVE SA MADRID
(SPAIN)
SALE AND MARKETING OF TAGS EURO 4,612,969 Abertis Autopistas España SA 35.00%
C.I.S. SpA (IN LIQUIDATION) VICENZA CONSTRUCTION AND MAINTENANCE EURO 5,236,530 A4 HOLDING SpA 25.23%
CIRALSA SAC.E. ALICANTE
(SPAIN)
MAINTENANCE AND DEVELOPMENT
TOLL MOTORWAY CONSTRUCTION,
EURO 50,167,000 Concesionaria del Estado
Autopistas Aumar SA
25.00%
CONCESIONARIA VIAL DE LOS ANDES SA
(COVIANDES)
(COLOMBIA)
BOGOTA
INFRASTRUCTURE OPERATOR COLOMBIAN
PESO
27,400,000,000 Abertis Infraestructuras SA 40.00%
CONSTRUCTORA DE INFRAESTRUCTURA VIAL
SAS.
(COLOMBIA)
BOGOTA
CONSTRUCTION COLOMBIAN
PESO
50,000,000 Abertis Infraestructuras SA 40.00%
BOLOGNA & FIERA PARKING SpA BOLOGNA MANAGEMENT OF MULTI-LEVEL PUBLIC
DESIGN, CONSTRUCTION AND
CAR PARKS
EURO 2,715,200 Autostrade per l'Italia SpA 36.81%

Notes to the Atlantia Group's consolidated financial statements

JAME REGISTERED OFFICE BUSINESS CURRENCY CONSORTIUM FUND AS AT 30
SHARE CAPITAL/
SHARES/UNITS)
JUNE 2019 (IN
HELD BY CAPITAL/ CONSORTIUM FUND
% INTEREST IN SHARE
AS AT 30 JUNE 2019
NOTE
NVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
ssociates
IURO CENTRUM SP. Z 0.0. KATOWICE
(POLAND)
ADMINISTRATIVE SERVICES POLISH
ZLOTY
80.000 Stalexport Autostrady SA 40.63%
ETLINK SE (FRANCE)
PARIS
OPERATION OF THE CHANNEL TUNNEL EURO 220,000,000 Aero 1 Global & International
S.a.r.I.
15.49% (1)
.R.A. DI PADOVA SpA VENICE INFRASTRUCTURE OPERATOR EURO 2.950.000 Autostrada BS VR VI PD SpA 33.90%
RUPO NAVEGACIÓN POR SATELITES SISTEMAS
SERVICIOS S.L.
MADRID
(SPAIN)
SATELLITE OPERATOR EURO 1,026,000 Hispasat SA 14 29%
IISDESAT SERVICIOS ESTRATEGICOS SA MADRID
(SPAIN)
SATELLITE OPERATOR EURO 108.174.000 Hispasat SA 43.00%
30.00%
NFRAESTRUCTURAS Y RADIALES SA (IRASA) MADRID
(SPAIN)
ADMINISTRATION AND OPERATION OF
INFRASTRUCTURE
EURO 11,610,200 Iberpistas SA 15,00%
Autopistas Vasco-Aragonesa
C.E.SA (AVASA)
15.00%
EONORD SAS (FRANCE)
LYON
MANAGEMENT OF OPERATING
CONTRACTS
EURO 697,377 Sanef SA 35.00%
4-45 CONSERVACION SA MADRID.
(SPAIN)
MOTORWAY MAINTENANCE EURO 553,000 Autopista Trados-45 SA 50.00%
RIO DEI VETRAI Srl MILAN CONSTRUCTION AND OPERATION EURO 100,000 SEREMISSIMA PARTECIPAZIONI
SpA
50.00%
OAD MANAGEMENT GROUP LTD (RMG) LONDON
(UK)
TOLL MOTORWAY OPERATOR STERLING
POUND
25,335,000 Abertis Motorways UK Ltd 33,30%
OUTALIS SAS. GUYANCOURT
(FRANCE)
MOTORWAY OPERATION AND
CONSTRUCTION
EURO 40.000 SAPN SA 30.01%
ANGENZIALI ESTERNE DI MILANO SpA MILAN CONSTRUCTION AND OPERATION OF
MILAN RING ROADS
EURO 220,344,608 Autostrade per l'Italia SpA 27.45% (2)
1, ler C Goldel & harrakene Schools (interest an claimed on the bases the table the table in the bases in the bases in the bases in see. announce of still of the battle of vi
ccording to the information published by Getlink on 15 July 2019.
NOTE 50.00% 49.00% 49.00% 50.00% 50.00% 50.00% 50.00% 50.00%
CAPITAL/ CONSORTIUM FUND
% INTEREST IN SHARE
AS AT 30 JUNE 2019
HELD BY Infrastracture Development
Autostrade Indian
Private Limited
Aeroports de la Côte d'Azur Aeroports de la Côte d'Azur Abertis Autopistas España SA AB Concessoes SA Società Italiana per Azioni per Il
Traforo del Monte Bianco
Atlantia SpA Emovis SAS
CONSORTIUM FUND AS AT 30
SHARE CAPITAL/
SHARES/UNITS)
JUNE 2019 (IN
100,000 1,000 1.000 2,070,012 303,578,476 2,000,000 100,000,000 2
CURRENCY INDIAN
RUPEE
EURO EURO EURO BRAZILIAN
REAL
EURO RUPEE
INDIAN
CANADIAN
DOLLAR
BUSINESS OPERATION AND MAINTENANCE, DESIGN
AND PROJECT MANAGEMENT
REAL ESTATE REAL ESTATE OPERATION OF SERVICE AREAS MOTORWAY OPERATION AND
CONSTRUCTION
MAINTENANCE AND OPERATION OF MONT
BLANC TUNNEL
MOTORWAY OPERATION AND
CONSTRUCTION
TOLL OPERATOR
REGISTERED OFFICE PUNE - MAHARASHTRA
(INDIA)
(FRANCE)
NICE
(FRANCE)
NICE
BARCELLONA
(SPAIN)
SAO PAULO
(BRAZIL)
COURMAYEUR
(AOSTA)
PATAS - DISTRICT PUNE -
MAHARASHTRA
(INDIA)
VANCOUVER
(CANADA)
NAME INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD Joint ventures A&T ROAD CONSTRUCTION MANAGEMENT AND
OPERATION PRIVATE LIMITED
AIRPORT ONE SAS AIRPORT HOTEL SAS AREAMED 2000 SA CONCESSIONARIA RODOVIAS DO TIETE SA GEIE DEL TRAFORO DEL MONTE BIANCO PUNE SOLAPUR EXPRESSWAYS PRIVATE LIMITED TRANS- CANADA FLOW TOLLING INC.
ME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
% INTEREST IN SHARE
NOTE
/ESTMENTS ACCOUNTED FOR AT FAIR VALUE
consolidated subsidiaries
MINO Srl ROME INTERNET SERVICES EURO 10,000 Atlantia SpA 100%
VIMENTAL EST AO (IN LIQUIDATION) MOSCOW
(RUSSIA)
MOTORWAY CONSTRUCTION AND
MAINTENANCE
RUSSIAN ROUBLE 4,200,000 Pavimental SpA 100%
61.70%
DEMONTANA VENETA SpA
LIQUIDATION)
VERONA MOTORWAY OPERATION AND
CONSTRUCTION
EURO 6,000,000 Autostrade per l'Italia SpA 29.77% (1)
NAME REGISTERED OFFICE BUSINESS CURRENCY CONSORTIUM FUND
AS AT 30 JUNE 2019
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY FUND AS AT 30 JUNE 2019
% INTEREST IN SHARE
CAPITAL/ CONSORTIUM
NOTE
NVESTMENTS ACCOUNTED FOR AT FAIR VALUE
Other investments
AEROPORTO DI GENOVA SpA GENOA AIRPORT MANAGEMENT EURO 7.746.900 Aeroporti di Roma SpA 15.00%
ARGENTEA GESTIONE BRESCIA MOTORWAY MAINTENANCE EURO 120,000 Autostrada BS VR VI PD SpA 5.84%
AUTOROUTES TRAFIC SAS, (FRANCE)
PARIS
COLLECTION AND BROADCAST OF TRAFFIC
INFORMATION
EURO 349,000 Sanef SA 15.00%
AUTOSTRADA DEL BRENNERO TRENTO MOTORWAY CONSTRUCTION AND
MAINTENANCE
EURO 55,472,175 Serenissima Partecipazioni SpA 4.23%
AUTOSTRADE LOMBARDE BRESCIA CONSTRUCTION AND MAINTENANCE OF
MOTORWAYS AND OTHER
INFRASTRUCTURE
EURO 501,726,626 Autostrada BS VR VI PD SpA 4,90%
AUTOVIE VENETE TRIESTE CONSTRUCTION AND MAINTENANCE OF
MOTORWAYS AND OTHER
INFRASTRUCTURE
EURO 157,965,738 A4 Holding SpA 0.42%
CENTAURE PARIS NORMANDIE SAS. BOSGOUET
(FRANCE)
ROAD SAFETY TRAINING EURO 700,000 SAPN SA 49,90%
Centaure Nord-Est SAS. HENIN BEAUMONT
(FRANCE)
ROAD SAFETY TRAINING EURO 320,000 Sanef SA 34.00%
CENTAURE GRAND EST SAS. GEVREY CHAMBERTIN
(FRANCE)
ROAD SAFETY TRAINING EURO 450,000 Sanef SA 14.44%
CENTRO INTERMODALE TOSCANO AMERIGO
/ESPUCCI SpA
LIVORNO FREIGHT LOGISTICS EURO 11,756,695 Societa Autostrada Tirrenica p.A. 0.43%
COMPAGNIA AEREA ITALIANA SpA FIRMICINO AIR TRANSPORT EURO 3.526.846 Atlantia SpA 6.52%
NAME REGISTERED OFFICE BUSINESS CURRENCY CONSORTIUM FUND
AS AT 30 JUNE 2019
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY FUND AS AT 30 JUNE 2019
CAPITAL/ CONSORTIUM
% INTEREST IN SHARE
NOTE
INVESTMENTS ACCOUNTED FOR AT FAIR VALUE
Other investments
CONFEDERAZIONE AUTOSTRADE SpA VERONA CONSTRUCTION AND MAINTENANCE OF
MOTORWAYS AND OTHER
INFRASTRUCTURE
EURO 6,000,000 A4 Holding SpA 16.67%
DIRECTIONAL CAPITAL HOLDINGS
(IN LIQUIDATION)
CHANNEL ISLANDS
(USA)
FINANCE COMPANY EURO 150,000 Atlantia SpA 5.00%
HOCHTIEF AKTIENGESELLSCHAFT (GERMANY)
ESSEN
HOLDING COMPANY EURO 180,855,570 Atlantia SpA 23.86%
HOLDING PARTECIPAZIONI IMMOB. VERONA HOLDING COMPANY EURO 1 Serenissima Partecipazioni SpA 13.00%
HUTA JEDNOŠC SA SIEMIANOWICE
(POLAND)
STEEL TRADING POLISH
ZLOTY
27,200,000 Stalexport Autostrady SA 2.40%
INTERPORTO PADOVA SpA PADUA FREIGHT LOGISTICS EURO 36,000,000 A4 Holding SpA 3.27%
INWEST STAR SA (IN LIQUIDATION) STARACHOWICE
(POLAND)
STEEL TRADING POLISH
ZLOTY
11,700,000 Stalexport Autostrady SA 0.26%
LUSOPONTE - CONCESSIONARIA PARA A
TRAVESSIA DO TEJO
SA MONTIJO
(PORTUGAL)
MOTORWAY OPERATOR EURO 25,000,000 Concessoes de Infraestructuras SA
Autostrade Portugal -
17.21%
LIGABUE GATE GOURMET ROMA SpA
IN BANKRUPCY
TESSERA AIRPORT CATERING EURO 103,200 Aeroporti di Roma SpA 20.00%
KONSORCJUM AUTOSTRADA SLASK SA (IN
LIQUIDATION)
KATOWICE
(POLAND)
MOTORWAY OPERATION AND
CONSTRUCTION
POLISH
ZLOTY
1,987,300 Stalexport Autostrady SA 5.43%
2.50%
NOGARA MARE ADRIATICO VERONA MOTORWAY CONSTRUCTION AND
MAINTENANCE
EURO 120.000 Autostrada BS VR VI PD SpA 2.00%
A4 Mobility Srl 0.50%
SACAL. SpA LAMEZIA TERME AIRPORT MANAGEMENT EURO 13,920,225 Aeroporti di Roma SpA 9.23%

184

NAME REGISTERED OFFICE BUSINESS CURRENCY CONSORTIUM FUND
AS AT 30 JUNE 2019
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY FUND AS AT 30 JUNE 2019
% INTEREST IN SHARE
CAPITAL/ CONSORTIUM
NOTE
INVESTMENTS ACCOUNTED FOR AT FAIR VALUE
Other investments
0.60%
SOCIETA' DI PROGETTO BREBEMI SpA BRESCIA MOTORWAY OPERATION AND
CONSTRUCTION
EURO 175,089,679 Spea Engineering SpA 0.06%
Autostrada BS VR VI PD SpA 0.54%
STRADIVARIA SpA CREMONA MOTORWAY CONSTRUCTION AND
MAINTENANCE
EURO 20.000.000 A4 Mobility Srl 1.00%
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%
TERRA MITICA, PARQUE TEMATICO DE
BENIDORM SA
ALICANTE
(SPAIN)
CONSTRUCTION AND MANAGEMENT OF
THEME PARK
EURO 247,487,181 Abertis Infraestructuras SA 1.29%
UIRNET SpA ROME OPERATION OF NATIONAL LOGISTICS
NETWORK
EURO 1.061.000 Autostrade per l'Italia SpA 1.51%
WALCOWNIA RUR JEDNOŚĆ SP. Z O. O. SIEMIANOWICE
(POLAND)
STEEL TRADING POLISH
ZLOTY
220,590,000 Stalexport Autostrady SA 0.01%
WASH OUT Srl MILAN START-UP MOBILE APP FOR HOME CAR
WASH
EURO 16,001 Telepass SpA 10.75%
ZAKŁADY METALOWE DEZAMET SA NOWA DEBA
(POLAND)
STEEL TRADING POLISH
ZLOTY
19,241,750 Stalexport Autostrady SA 0.26%
AME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY % INTEREST IN SHARE CAPITAL/
CONSORTIUM FUND AS AT 30
JUNE 2019
ONSORTIA
MM SCARL TORTONA MOTORWAY MAINTENANCE EURO 10.000 A4 Mobility Srl 12.00%
DNSORCIO ANHANGUERA NORTE RIBERAO PRETO
(BRAZIL)
CONSTRUCTION CONSORTIUM BRAZILIAN
REAL
Autostrade Concessoes e Participacoes
Brasil
13.13%
38.41%
Autostrade per l'Italia SpA 27.05%
Tangenziale di Napoli SpA 1.93%
per il Traforo del Monte Bianco
Società Italiana per Azioni
1.81%
ONSORZIO AUTOSTRADE ITALIANE
IERGIA
ROME ELECTRICITY PROCUREMENT EURO 114,853 Raccordo Autostradale Valle d'Aosta SpA 1.08%
Società Autostrada Tirrenica p.A. 0.48%
Autostrade Meridionali SpA 0.97%
Aeroporti di Roma SpA 0.99%
Autostrada BS VR VI PD SpA 3.10%
Pavimental SpA 1.00%
DNSORZIO COSTRUTTORI TEEM TORTONA MOTORWAY CONSTRUCTION AND
ACTIVITIES
EURO 10,000 Pavimental SpA 1.00%
ONSORZIO E.T.L. - EUROPEAN TRANSPORT
(IN LIQUIDATION)
ROME STUDY OF EUROPEAN TRANSPORT
LEGISLATION
EURO -5.010 Aeroporti di Roma SpA 25.00%
ONSORZIO MIDRA FLORENCE SCIENTIFIC RESEARCH FOR DEVICE BASE
TECHNOLOGIES
EURO 73.989 Autostrade Tech SpA 33.33%
ONSORZIO NUOVA ROMEA ENGINEERING MONSELICE MOTORWAY DESIGN EURO 60.000 Spea Engineering SpA 16.67%
ONSORZIO PEDEMONTANA ENGINEERING VERONA DESIGN OF PEDEMONTANA VENETA
MOTORWAY
EURO 20.000 Spea Engineering SpA 23.54%
NAME REGISTERED OFFICE BUSINESS CURRENCY AS AT 30 JUNE 2019
CONSORTIUM FUND
(IN SHARES/UNITS)
SHARE CAPITAL/
HELD BY % INTEREST IN SHARE CAPITAL/
CONSORTIUM FUND AS AT 30
JUNE 2019
CONSORTIA
CONSORZIO RAMONTI S.C.A.R.L.
(IN LIQUIDATION)
TORTONA MOTORWAY CONSTRUCTION EURO 10.000 Pavimental SpA 49.00%
CONSORZIO R.F.C.C. (IN LIQUIDATION) TORTONA CONSTRUCTION OF MOROCCAN ROAD
NETWORK
EURO 510.000 Pavimental SpA 30.00%
CONSORZIO SPEA GARIBELLO SAO PAULO
(BRAZIL)
INTEGRATED TECHNICAL ENGINEERING
SERVICES - HIGHWAY MG-050
BRAZILIAN
REAL
SPEA do Brasil Projetos e Infra Estrutura
Limitada
50.00%
CONSORZIO TANGENZIALE ENGINEERING MILAN SERVICES - MILAN EXTERNAL RING ROAD
INTEGRATED TECHNICAL ENGINEERING
EAST
EURO 20.000 Spea Engineering SpA 30.00%
CONSORZIO 2050 ROME MOTORWAY DESIGN EURO 50.000 Spea Engineering SpA 0.50%
100%
COSTRUZIONI IMPIANTI AUTOSTRADALI CONSTRUCTION OF PUBLIC WORKS AND Pavimental SpA 75.00%
S.C.A.R.L. (IN LIQUIDATION) ROME INFRASTRUCTURE EURO 10.000 Autostrade Tech SpA 20.00%
Pavimental Polska Sp. z o.o. 5.00%
ELMAS S.C.A.R.L. (IN LIQUIDATION) ROME CONSTRUCTION AND MAINTENANCE OF
AIRPORT RUNWAYS AND APRONS
EURO 10.000 Pavimental SpA 60.00%
LAMBRO S.C.A.R.L. TORTONA OPERATION AND CONSTRUCTION ON
BEHALF OF TEEM CONSTRUCTION
CONSORTIUM
EURO 200,000 Pavimental SpA 2.78%
SAFE ROADS S.C.A.R.L. TORTONA INTEGRATED ENGINEERING SERVICES EURO 10.000 Autostrade Tech SpA 17.22%
SAT LAVORI S.C.A.R.L. (IN LIQUIDATION) ROME CONSTRUCTION CONSORTIUM EURO 100,000 Società Autostrada Tirrenica p.A. 1.00%
SMART MOBILITY SYSTEMS S.C. A R.L. TORTONA INTEGRATED ENGINEERING SERVICES EURO 10.000 Autostrade Tech SpA 24,50%

Notes to the Atlantia Group's consolidated financial statements

(This page intentionally left blank)

Attestation of the condensed consolidated interim financial statements pursuant to art. 81-ter of CONSOB Regulation 11971 of 14 May 1999, as amended

    1. We, the undersigned, Giovanni Castellucci and Giancarlo Guenzi, as Chief Executive Officer and as the manager responsible for Atlantia SpA's financial reporting, having taken account of the provisions of art. art. 154-bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998, attest to:
    2. the adequacy with regard to the nature of the Company and
    3. effective application of the administrative and accounting procedures adopted in preparation of the condensed consolidated interim financial statements during the first half of 2019.
    1. The administrative and accounting procedures adopted in preparation of the condensed consolidated interim financial statements as at and for the six months ended 30 June 2019 were drawn up, and their adequacy assessed, on the basis of the regulations and methods drawn up by Atlantia SpA in accordance with the Internal Control–Integrated Framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission. This Commission has established a body of general principles providing a standard for internal control systems that is generally accepted at international level.

With regard to the Abertis group companies acquired on 29 October 2018, a system of procedures and controls is currently being implemented in line with the system used by the remaining companies in the Atlantia Group. This system is expected to be completed by the end of 2019.

3. We also attest that

  • 3.1 the condensed consolidated interim financial statements:
    • a) have been prepared in compliance with international accounting standards approved for application in the European Community by EC Regulation 1606/2002, passed by the European Parliament and by the Council on 19 July 2002;
    • b) are consistent with the underlying accounting books and records;
    • c) present a true and fair view of the financial position and results of operations of the issuer and the consolidated companies;
  • 3.2 The interim report on operations contains a reliable analysis of material events during the first six months of the year and their impact on the condensed consolidated interim financial statements, together with a description of the principal risks and uncertainties for the remaining six months of the year. The interim report on operations also includes a reliable analysis of related party transactions.

2 August 2019

Giovanni Castellucci Giancarlo Guenzi

Chief Executive Officer Manager responsible for

financial reporting

Report of the Independent Auditors

Report of the Independent Auditors

Legal information and contacts

Registered office

Via Antonio Nibby 20 - 00161 Roma Tel. +39 06 44172652 www.atlantia.it

Legal information

Issued capital: €825,783,990.00, fully paid-up. Tax code, VAT number and Rome Companies' Register no. 03731380261 REA no. 1023691

Investor Relations

e-mail: [email protected]

Media relations

e-mail: [email protected]

www.atlantia.it

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