BLANK PAGE Half-Year Report Vianini Lavori SpA

Transcription

1 VIANINI LAVORI S.P.A. HALF-YEAR REPORT June 30 th 2011

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3 Corporate Boards Board of Directors Chairman Vittorio Di Paola* Vice Chairman Mario Delfini * Chief Executive Officer Franco Cristini* Directors Alessandro Caltagirone* Massimiliano Capece Minutolo del Sasso Carlo Carlevaris Franco Ceccarani Albino Majore * Arnaldo Santiccioli General Manager Maurizio Urso Board of Statutory Auditors Chairman Antonio Staffa Standing Auditors Maria Assunta Coluccia Vincenzo Sportelli Executive Responsible Fabrizio Caprara Independent Auditors PricewaterhouseCoopers SpA * Members of the Executive Committee 3

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5 CONTENTS INTERIM DIRECTORS REPORT ON OPERATIONS... 7 CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS Consolidated balance sheet Consolidated income statement Comprehensive consolidated income statement Statement of changes in consolidated shareholders equity Consolidated cash flow statement NOTES TO THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS Assets Liabilities and shareholders equity Income Statement

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7 INTERIM DIRECTORS REPORT ON OPERATIONS INTRODUCTION The present Half-Year Report refers to the condensed consolidated half-year financial statements at June 30 th 2011 prepared in accordance with Article 154, paragraph 3 of Legislative Decree 58/1998 as supplemented and IAS/IFRS International Accounting Standards. OPERATIONAL OVERVIEW The results for the first half of 2011 compared with the first half of 2010 are reported below: in Euro thousands H H Change % REVENUES FROM SALES AND SERVICES 136,687 97, % CHANGE IN CONTRACT WORK IN PROGRESS (5,122) 20,121 na OTHER OPERATING REVENUES 5,111 6, % TOTAL OPERATING REVENUES 136, , % RAW MATERIALS COSTS (8) (23) -65.2% LABOUR COSTS (3,071) (2,820) 8.9% OTHER OPERATING CHARGES (124,328) (116,466) 6.8% TOTAL OPERATING COSTS (127,407) (119,309) 6.8% EBITDA 9,269 4, % AMORTISATION, DEPRECIATION & PROVISIONS (27) (16) 68.8% EBIT 9,242 4, % NET RESULT OF THE SHARE OF ASSOCIATES (318) 1,841 na NET FINANCIAL INCOME 7,355 2,813 na FINANCIAL RESULT 7,037 4, % PROFIT BEFORE TAXES 16,279 9, % INCOME TAXES (2,787) (1,451) 92.1% NET PROFIT FOR THE PERIOD 13,492 7, % GROUP NET PROFIT 13,492 7, % MINORITY INTEREST SHARE Vianini Lavori Group s operating revenues in the first half of 2011 amounted to Euro million, growth of 10.2% on H (Euro 124 million); the principal contracts proceeded as planned, including the work on Line C of the Rome Metro System, on the Naples Metro, the Turin City Rail Link, at the Tor Vergata University and on the Motorway Pass. 7

8 The EBITDA increased significantly from Euro 4.7 million in H to Euro 9.3 million in H1 2011, due to improved profitability from the principal orders in progress. The result of the companies valued under the equity method reports an overall loss of Euro 318 thousand (profit of Euro 1.8 million in H1 2010) following the significant reduction of the Cementir Holding Group result, which was affected by the ongoing crisis in the cement sector triggered by the deep recession which continues to affect the domestic and international markets. The other companies valued under the equity method Acqua Campania S.p.A. and Eurostazioni S.p.A. reported profits of Euro 532 thousand and Euro 1.3 million (Euro 660 thousand and Euro 1.1 million in H1 2010). Net financial income amounted to Euro 7.4 million (Euro 2.8 million in H1 2010). Financial income in 2011 includes dividends from listed shares in portfolio for Euro 8.9 million (Euro 953 thousand in H1 2010) and the gain from the sale of listed shares on the market of Euro 181 thousand (Euro 3.4 million in H1 2010). The Group Net Cash Position at June 30 th 2011 is as follows: 30/06/ /12/2010 CURRENT FINANCIAL ASSETS 34,743 35,605 CASH AND CASH EQUIVALENTS 69,554 24,767 CURRENT FINANCIAL LIABILITIES (1,134) (2,907) NET CASH POSITION 103,163 57,465 (in Euro thousands) The Net Cash Position increased by approx. Euro 45.7 million, due substantially to the increase in operating cash flows, from the sale of listed shares for approx. Euro 18.4 million, net of investments in listed shares for Euro 8 million and the distribution of dividends for Euro 4.4 million. The Group consolidated Net equity decreased from Euro million at December 31 st 2010 to Euro million at June 30 th 2011; the decrease of Euro 33.8 million is due to the valuation at fair value of investments held by the Group (Euro million), the valuation at net equity of the associated companies (Euro million) and the distribution of dividends (Euro -4.4 million), net of the profit for the period (Euro million). The balance sheet and income statement ratios are provided below: 8

9 First Half 2011 First Half 2010 ROE (Net profit/ Net equity)* ROI (Ebit/ total assets)* ROS (Ebit/ operating revenues)* Equity Ratio (Net equity/total assets) Liquidity Ratio (Current assets/current liabilities) Capital invested ratio (Net equity/non-current assets) 1,08 1,02 * percentage values The ROE, ROI and ROS ratios highlight strong profitability, with improvements on the first half of 2010 thanks to the increased margins on the principal contracts in portfolio. The balance sheet ratios confirm Group financial and balance sheet equilibrium, with good stability in the ratio between own funds and debt 1, a good capacity to meet short-term commitments through liquid funds 2 and finally a good equilibrium between own funds and fixed assets 3. TRANSACTIONS WITH RELATED PARTIES The transactions with related parties, as set out in IAS 24, including inter-company transactions, form part of the ordinary business activities and the related financial activities and are governed at market conditions. The Parent Company has concluded a number of contracts with related companies considered in the normal course of operating activities which, singularly or cumulatively with other similar operations and with common purpose, exceed the significance thresholds established by Article of the Regulation adopted by the Parent Company concerning the governance of transactions with related parties in accordance with Consob Regulation No of March 12th 2010 and as such have been properly communicated to the market. Details of these significant ordinary operations are provided below. The related company Fabrica Immobiliare S.G.R. S.p.A was the purchasing party in relation to contracts concerning the turnkey construction of buildings for residential use located in Rome for an amount of Euro 35.8 million. 1 An optimal equity ratio is considered as between 0.5 and 1. 2 The liquidity ratio is considered optimal at 1. 3 The capital invested ratio is considered good when it is higher than 1. 9

10 During the half year the related company Porto Torre Spa was awarded the contract for the turnkey construction of buildings for residential use in Rome for a total amount of Euro 34.4 million. The information on transactions with related parties in the first half of 2011, including those required by Consob communication of July 28 th 2006, is shown in the Notes. OUTLOOK Presently no indicators exist for a recovery in the construction sector. In 2011 a further decline in investments of 4% 4 from 2010 is forecast a year in which a contraction of 6.4% 4 took place and in the absence of measures which could stimulate production a further reduction of 3.2% 4 is forecast for The public works market continues to encounter difficulties due to the reduced amount of public funding available. The development of the market is therefore increasingly dependent on recourse to private tenders or project financing for the building of public infrastructure. In this challenging environment the Group - whose activities advanced on schedule in the first half of can currently rely on a large and diversified backlog of approx Euro 850 million, which guarantees operational continuity for the coming years. The order portfolio includes the works on Line C of the Rome Metro, the works relating to two lots of the Milan- Naples Motorway, the section of the motorway Sasso Marconi Barberino del Mugello, the Turin Railway Link, the works on two lines of the Naples Metro, as well as the activities at the University of Tor Vergata and the residential construction activities. In May 2011 the company Vianco S.p.A., entirely held by the Vianini Lavori Group, signed an acquisition agreement with Autostrade per l Italia S.p.A. concerning 24.89% of the Company Autostrada Tirrenica (SAT), holder of the licence for the design, construction and management of the A12 Livorno Civitavecchia motorway, covering a distance of approx. 242 Km, of which 40 Km already operational. The operation is valued at Euro 24.4 million with the works necessary to complete the motorway estimated at a value of approx. Euro 2 billion. The agreement is subject to the authorisation of ANAS, the verifications of the Anti- 4 Source: The Construction Industry Research Institute June

11 trust Authority, in addition to the carrying out of the procedure established by the SAT By- Laws concerning the exercise of the pre-emption right by the current minority shareholders. At the beginning of June 2011, a formal proposal for the project financing construction of the Piazza Venezia Farnesina section of line C of the Rome Metro was made by the Temporary Association of companies comprising Vianini Lavori Spa, Astaldi Spa, Consorzio Cooperative Costruzioni SC and Ansaldo Spa, who are currently constructing the Pantano- San Giovanni section of line C of the Metro; the value of the project is approx. Euro 2 billion. The Parent Company is awaiting the definitive awarding of the contract together with other companies for the extension of Line B of the Rome Metro, the section Rebibbia Casal Monastero, for approx. Euro 200 million. OTHER INFORMATION The Group employees number 42 (43 at December 31 st 2010), comprising 27 bluecollar workers and managers and 15 executives. During the half-year the Parent Company did not purchase or sell treasury shares or shares in subsidiary companies, nor through trust companies. The Parent Company is not subject to management and co-ordination pursuant to Article 2497 and subsequent of the Italian Civil Code. 11

12 MANAGEMENT OF RISKS, PRINCIPAL UNCERTAINTIES AND GOING CONCERN In the first half of 2011 no market risks or uncertainties substantially differing from those evident in the 2010 annual accounts emerged and therefore the relative management strategy remains unchanged. The current conditions in the financial markets and the real economy do not allow accurate evaluations of the short-term outlook within the Group s markets. These uncertainties do not however cause concern in relation to the going concern principle in that the Group relies on its own sufficient and adequate funds and no uncertainties exist that could compromise the capacity of the Group to carry out its operating activities. CORPORATE GOVERNANCE The Shareholders Meeting of April 21 st 2011 appointed for the three-year period , Messrs. Alessandro Caltagirone, Massimiliano Capece Minutolo del Sasso, Carlo Carlevaris, Franco Cristini, Mario Delfini, Vittorio Di Paola, Albino Majore, Arnaldo Santiccioli and Franco Ceccarani as members of the Board of Directors and Messrs. Antonio Staffa, Vincenzo Sportelli and Maria Assunta Coluccia as members of the Board of Statutory Auditors. The Board of Directors on May 9 th 2011 appointed Mr. Vittorio Di Paola as Chairman, Mr. Mario Delfini as Vice-Chairman, Mr. Franco Cristini as Chief Executive Officer and Mr. Maurizio Urso as General Manager, allocating specific powers to each. At the same meeting the following were appointed to the Executive Committee: The Chairman Mr. Vittorio Di Paola, the Vice-Chairman Mr. Mario Delfini, the Chief Executive Officer Mr. Franco Cristini and the Directors Mr. Alessandro Caltagirone and Mr. Albino Majore. The Board then appointed, after verifying the independence and after consultation with the Board of Statutory Auditors, in accordance with the provisions of the regulation which governs transactions with related parties, the Directors Mr. Carlo Carlevaris and Mr. Arnaldo Santiccioli as members of the Independent Directors Committee. The Board also confirmed for 2011 the appointment of the Executive Responsible for the preparation of the accounting and corporate documents of the company in the person of Mr. Fabrizio Caprara. 12

13 The Board of Directors on May 9 th 2011 approved the Supplementation of the Organisational and Control Model as per law 231/2001 and reappointed for the three-year period the Supervisory Board previously in office, which undertakes the updating and supervision of the functioning and compliance with the model. Subsequently on May 18 th 2011, the Board of Directors approved the remuneration of the Directors sitting on the corporate boards. SUBSEQUENT EVENTS TO JUNE 30 TH 2011 In July the Vianini Lavori Group acquired 2,160,000 Banca Monte dei Paschi di Siena SpA shares and exercised the option right on shares in portfolio, subscribing to 15,840,000 shares of the share capital increase undertaken by the bank; the total payment was Euro 8.2 million. Following these operations the Group holds 40 million Banca Monte dei Paschi di Siena SpA shares. No further significant events occurred after June 30 th Rome, July 27 th 2011 For the Board of Directors The Chairman Mr. Vittorio Di Paola 13

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15 VIANINI LAVORI S.P.A. CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS June 30 th

16 CONSOLIDATED BALANCE SHEET ASSETS note 30/06/ /12/2010 Intangible assets with definite life Property, plant and equipment Investment property 3 3,000 3,000 Equity investments valued at cost 4 59,172 59,288 Equity investments valued at equity 5 319, ,429 Equity investments and non-current securities 6 141, ,613 Non-current financial assets Other non-current assets 8 8,868 7,323 of which related parties 8,415 6,910 Deferred tax assets 9 5,602 5,264 TOTAL NON-CURRENT ASSETS 538, ,329 Work-in-progress 10 63,182 68,304 Trade receivables 11 49,877 72,227 of which related parties 32,614 30,970 Current financial assets 12 34,743 35,605 of which related parties 34,577 35,424 Tax receivables Other current assets 13 5,568 6,651 of which related parties 3,181 2,330 Cash and cash equivalents 14 69,554 24,767 of which related parties 58,388 12,954 TOTAL CURRENT ASSETS 222, ,603 TOTAL ASSETS 760, ,932 16

17 SHAREHOLDERS' EQUITY AND LIABILITIES note 30/06/ /12/2010 Share capital 43,798 43,798 Other reserves 523, ,421 Profit for the period 13,492 29,300 Group Shareholders' Equity 580, ,519 Minority interest shareholders' equity - - TOTAL SHAREHOLDERS EQUITY , ,519 Employee provisions Other non-current provisions 17 4,510 4,510 Other non-current liabilities 18 4,569 4,668 Deferred tax liabilities ,332 NON-CURRENT LIABILITIES & PROVISIONS 10,648 12,465 Current provisions 17 9,500 9,500 Trade payables 19 91,566 99,869 of which related parties 80,242 86,167 Current financial liabilities 20 1,134 2,907 of which related parties 413 2,229 Current income tax payables Other current liabilities 18 67,373 64,438 of which related parties 51,123 48,717 CURRENT LIABILITIES & PROVISIONS 169, ,948 TOTAL SHAREHOLDERS EQUITY AND LIABILITIES 760, ,932 17

18 CONSOLIDATED INCOME STATEMENT H H Revenues from sales and services 136,687 97,860 of which related parties 107,880 54,780 Change in contract work-in-progress (5,122) 20,121 Other operating revenues 5,111 6,022 of which related parties 4,337 4,203 TOTAL OPERATING REVENUES , ,003 Raw material costs of which related parties 8 8 Labour costs 16 3,071 2,820 Other operating charges , ,466 of which related parties 118, ,126 TOTAL OPERATING COSTS 127, ,309 EBITDA 9,269 4,694 Amortisation, depreciation0 provisions & write-downs EBIT 9,242 4,678 Net result of the share of associates 5 (318) 1,841 Financial income 24 9,465 4,550 of which related parties 9,143 1,117 Financial charges 24 (2,110) (1,737) of which related parties 401 (29) FINANCIAL RESULT 7,037 4,654 PROFIT BEFORE TAXES 16,279 9,332 Income taxes 9 2,787 1,451 PROFIT FROM CONTINUING OPERATIONS 13,492 7,881 NET PROFIT FOR THE PERIOD 13,492 7,881 Group net profit 13,492 7,881 Minority interest share

19 COMPREHENSIVE CONSOLIDATED INCOME STATEMENT H H Net Profit for the period 13,492 7,881 Change in fair value AFS financial assets net of the tax effect (27,139) (5,888) Differences arising from translation of foreign subsidiaries (30) 55 Effect of equity valuation of associated companies (15,471) 16,486 Total other items of the Consolidated Income Statement (42,640) 10,653 Total comprehensive profit/(loss) for the period (29,148) 18,534 Attributable to: Group (29,148) 18,534 Minority interest - - (in Euro thousands) 19

20 STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS EQUITY Share Capital Legal reserv e Other reserves Net profit Total Minortity Interest N.E. Total net equity Balance at January 1st ,798 8, ,649 21, , ,297 Dividends distributed (4,380) (4,380) (4,380) Amount set aside to BoD (26) (26) (26) Retained earnings 21,090 (21,090) - - Total operations with shareholders 43,798 8, , , ,891 Exchange differences Change in fair value reserve (5,888) (5,888) (5,888) Adjustment of investments valued under equity 16,486 16,486 16,486 Ne0t profit 7,881 7,881 7,881 Total profit for the period ,653 7,881 18,534-18,534 Balance at June 30th ,798 8, ,986 7, , ,425 Balance at January 1 st ,798 8, ,661 29, , ,519 Dividends distributed (4,380) (4,380) (4,380) Amount set aside to BoD (339) (339) (339) Retained earnings 29,300 (29,300) - - Total operations with shareholders 43,798 8, , , ,800 Exchange differences (30) (30) (30) Change in fair value reserve (27,139) (27,139) (27,139) Adjustment of investments valued under equity (15,471) (15,471) (15,471) Net profit 13,492 13,492 13,492 Total profit/(loss) for the year - - (42,640) 13,492 (29,148) - (29,148) Other changes Balance at June 30th ,798 8, ,612 13, , ,662 (in Euro thousands) 20

21 CONSOLIDATED CASH FLOW STATEMENT 30/06/ /06/2010 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 24,767 94,566 Net profit for the period 13,492 7,881 Amortisation and Depreciation Net result of the share of associates 318 (1,841) Net financial income/(charges) (8,607) 592 (Gains)/losses on disposals 1,252 (2,129) Income taxes 2,787 1,451 Changes in employee provisions (9) (51) Changes in current and non-current provisions - 2 OPERATING CASH FLOW BEFORE WORKING CAPITAL CHANGES 9,260 5,945 (Increase) Decrease in inventories 5,122 (20,120) (Increase) Decrease in Trade receivables 22,350 (47,505) Increase (Decrease) in Trade payables (8,298) 53,108 Change in other current and non-current liabilities and assets 2,382 (106) Change in deferred and current income taxes (1,889) (4,853) OPERATING CASH FLOW 28,927 (13,531) Dividends received 12,281 3,934 Interest received Interest paid (23) (982) Income taxes paid (1,078) (499) A) CASH FLOW FROM OPERATING ACTIVITIES 40,438 (10,895) Investments in intangible fixed assets (9) (4) Investments in tangible fixed assets (23) (5) Equity investments and Non-current securities (8,028) (73,224) Sale of intangible and tangible assets 3 - Sale of equity investments and non-current securities 18,384 33,216 Change in non-current financial assets - 74 Change in current financial assets 1,082 (66) B) CASH FLOW FROM INVESTING ACTIVITIES 11,409 (40,009) Change in current financial liabilities (2,311) 3,673 Dividends Distributed (4,380) (4,380) Other changes (339) (27) C) CASH FLOW FROM FINANCING ACTIVITIES (7,030) (734) D) Effect exc. diffs on cash and cash equivalents (30) - Change in Net Liquidty 44,787 (51,638) 69,554 42,928 (in Euro thousands) 21

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23 VIANINI LAVORI S.P.A. NOTES TO THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS June 30 th

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25 Introduction Vianini Lavori SpA (the Parent Company) is a limited liability company, listed on the Italian Stock Exchange, operating in the large public works and infrastructure sector, with its registered office at Rome (Italy), Via Montello, 10. At June 30 th 2011, the Shareholders with holdings above 2% of the share capital, as per the Shareholder Register and the communications received in accordance with article 120 of Legislative Decree No. 58 of February 24 th 1998 are: Caltagirone SpA % Finanziaria Italia 2005 SpA 6.964% Capitolium SpA 6.426% Francesco Gaetano Caltagirone 2.802% Sycomore Asset Management 2.133% The present half-year report was authorised for publication by the Board of Directors on July 27 th Compliance with international accounting standards approved by the European Commission The present condensed consolidated half-year financial statements at June 30 th 2011 of the Vianini Lavori Group are in accordance with Article 154-ter, paragraph 3, Legislative Decree No. 58/1998 and subsequent modifications and were prepared in accordance with International Accounting Standard IAS 34 applicable for the preparation of interim accounts. These financial statements contain condensed information in accordance with the applicable accounting standards and must be read together with the consolidated annual accounts of the Group for the year ended December 31 st In this regard the following is reported: Changes to the provisions for the identification of impairments to AFS financial assets Considering the uncertainty surrounding economic forecasts, in addition to that concerning financial market performances which are largely based on speculation (particularly in relation to the Italian stock market), the Group considered it appropriate to re-establish as 50% the 25

26 reduction in book value required (30% at December 31st 2010) and as 40 months (30 months at December 31 st 2010) to respectively establish significance and duration in relation to impairments on AFS securities in accordance with IAS 39. Standards, amendments and new interpretations on Standards effective from 2011 The following amendments and interpretations did not have any effect in terms of the presentation and measurement of the Group financial statement accounts: amendment to IAS 32 Financial Instruments: Presentation of financial statements, adopted with European Regulation (EU) No issued on December 23 rd 2009; amendments to IFRS 1 - Limited exemption from comparative IFRS disclosure under IFRS 7 for first time adopters and IFRS 7 Financial instruments: Disclosures, adopted with European Regulation (EU) No. 574 issued on June 30 th 2010; amendments to IAS 24 Related party disclosures and IFRS 8 Operating segments, adopted with European Regulation (EU) No. 632 issued on July 19 th 2010; amendments to IFRIC 14 The limit of a defined benefit asset, minimum funding requirements and their interaction, adopted with European Regulation (EU) No. 633 issued on July 19 th 2010; IFRIC 19 Extinguishing financial liabilities with equity instruments and the amendment to IFRS 1 First-time adoption of International Financial Reporting Standards, adopted with European Regulation (EU) No. 662 issued on July 23 rd In addition, on February 18 th 2011 EU regulation No. 149/2011 was published which adopts a number of improvements to International Financial Reporting Standards applicable from January 1 st Standards, amendments and new interpretations on Standards effective from the periods subsequent to 2011 and not adopted in advance by the Group. At the date of the approval of the present condensed consolidated half-year Financial Statements, IASB had issued (however not yet approved by the European Union) a number of accounting standards, interpretations and amendments - some still in the consultation phase - among which we highlight: IFRS 9 Financial instruments, within the ambit of the review of the current IAS 39; 26

27 a number of Exposure Drafts (ED), some of which issued within the review of the current IAS 39, concerning Amortised Cost and Impairments, the Fair Value Option for Financial Liabilities and Hedge Accounting; Exposure Draft (ED) Measurement of non-financial liabilities as part of the review of the current IAS 37 in relation to the recognition and measurement of provisions and contingent liabilities and assets; Exposure draft (ED) Revenues in relation to the review of the current IAS 11 and IAS 18, concerning the recognition of revenues; Exposure draft (ED) Insurance contracts in relation to the review of the current IFRS 4, concerning the recognition of insurance contracts; Exposure draft (ED) Leasing in relation to the review of the current IAS 17, concerning the recognition of leases; Exposure draft (ED) Income taxes Deferred taxation: recovery of underlying assets ; Exposure draft (ED) Improvements to IFRS, as part of the annual improvement and general review of the international accounting standards; Amendment to IAS 1 - Presentation of financial statements: Comprehensive income statement in relation to the presentation of financial statements concerning the Comprehensive Income Statement; IAS 19 - Employee benefits, as part of the review of the current international accounting standard concerning employee benefits; IFRS 10 - Consolidated Financial Statements, in relation to the consolidation of financial statements of subsidiaries as part of the review of IAS 27 and of SIC 12 Consolidation Special purpose entities; IFRS 11 - Joint arrangements, as part of the review of IAS 31 Interests in joint ventures; IFRS 12 - Disclosure of interests in other entitles ; IFRS 13 - Fair value measurement. Any effects that the newly applied accounting standards, amendments and interpretations may have on the Group financial disclosure are currently being evaluated. 27

28 Use of estimates The preparation of the half-year financial statements require the Directors to apply accounting principles and methods that, in some circumstances, are based on difficulties and subjective valuations and estimates based on the historical experience and assumptions which are from time to time considered reasonable and realistic based on the relative circumstances. The application of these estimates and assumptions impact upon the amounts reported in the financial statements, such as the balance sheet, the income statement, the comprehensive income statement and the statement of change in shareholders equity and the cash flow statement, and on the disclosures in the notes to the accounts. The final outcome of the accounts in the financial statements, which use the above-mentioned estimates and assumptions, may differ from those reported in the financial statements of the period in which the estimates were made due to the uncertainty which characterises the assumptions and conditions upon which the estimates are based. The estimates and assumptions are reviewed periodically and the effects of all variations recorded in the income statement, when they relate only to that year. When the revision relates to both current and future periods (for example the revision of the useful life of fixed assets), the changes are recorded in the period in which the revision is made and in the relative future periods. At the current date, there were no indicators which require an immediate evaluation of any permanent losses in fixed assets. Income taxes are calculated on the basis of the best estimate of the expected tax rates at consolidated level for the entire year. In addition, the effects deriving from the implementation by the Parent Company and the Group companies of the national fiscal consolidation with the parent company Caltagirone SpA are applied. As a consequence, the Parent Company and the subsidiaries recorded the income tax balances relating to the parent companies in the accounts Parent company receivables and Parent company payables instead of in the accounts Tax payables and Tax receivables. Basis of presentation The condensed consolidated half-year financial statements consists of the Balance Sheet, the Income Statement, the Comprehensive Income Statement, the Cash Flow Statement, the Statement of changes in Shareholders Equity and the Notes to the financial statements. 28

29 The Balance Sheet is presented in a format which separates the current and non-current assets and liabilities, while the Income Statement is classified on the basis of the nature of the costs, and the Cash Flow statement is presented utilising the indirect method. The comparative balance sheet shown in the notes to the financial statements relates to December 31 st 2010 in order for a better comparison of the financial position, while the economic data, net equity and cash flow statement are compared with the relative data of the corresponding period of the previous year. The classification, order and nature of the accounts in the financial statements have not changed compared to those adopted for the annual accounts. The condensed consolidated half-year financial statements are presented in Euro and the amounts are shown in thousands, except where indicated otherwise. Consolidation scope The consolidation scope includes the Parent Company and all of its subsidiaries, directly or indirectly held (hereinafter the Group ). All the companies in which the Group has the power to determine, directly or indirectly, the financial and operating policies of an entity, so as to obtain benefits from its activities are considered as subsidiary companies. In the evaluation of control, consideration is also taken of the potential voting rights that are effectively exercisable or convertible. The list of subsidiaries included in the consolidation scope is as follows: Company Registered office 30/06/ /12/2010 Vianini Lavori SpA Rome Parent Company Parent Company Viafin Srl Rome 100% 100% Vianini Ingegneria SpA Rome 100% 100% Buccimazza Ind.Work Corp. Liberia 100% 100% So.Fi.Cos Srl Rome 100% 100% Si.Me Srl Rome 100% 100% Lav 2004 Srl Rome 100% 100% Viapar Srl Rome 100% 100% Vianco SpA Rome 100% - The equity investments in non-consolidated subsidiaries relate to consortium companies based on a system of cost recharging ; for this reason they are excluded from the full consolidation method. 29

30 Management of risks The Group does not have exposure to interest and exchange risk as it does not hold significant financial resources and the operations and revenues are realised in Italy, as are the principal costs. The interest rate risk therefore only affects the return on the financial liquidity held. The Group is not exposed to exchange risk. The Group does not have particularly significant credit risks. The operating procedures permit a control of the risk connected to the receivable, limiting the sales of products and/or services to clients without an adequate level of credit lines or guarantees. The Group is exposed in a non significant manner to fluctuations in the price of raw materials; this risk is managed through supply agreements with different suppliers in order to obtain the most competitive prices. In the first half of 2011, no market risks or uncertainties substantially differing from those evident in the 2010 annual accounts emerged and therefore the relative management strategy remains unchanged. 30

31 ASSETS 1. Intangible assets with definite life Historical cost Patents Total 01/01/ Increase Reclassifications (6) (6) 31/12/ /01/ Increase /06/ Amortisation and loss in value Patents Total 01/01/ Increase Reclassifications (6) (6) 31/12/ /01/ Increase /06/ Net value 01/01/ /12/ /06/ The useful life of these assets is approximately 3 years. The amortisation criteria utilised, the useful life and the residual value are examined and reviewed at least once a year to take into account any significant variations. 2. Property, plant and equipment Historical cost Land Buildings Plant and machinery Other assets Total 01/01/ ,738 Increase Decrease (230) (155) (385) 31/12/ ,362 01/01/ ,362 Increase Decrease (27) (27) 30/06/ ,358 Depreciation and loss in value Plant and Other assets Total machinery 01/01/ ,335 Increase Decrease (218) (154) (372) 31

32 31/12/ ,025 01/01/ ,025 Increase Decrease (25) (25) 30/06/ ,022 Net value 01/01/ /12/ /06/ The movements in buildings, plant and machinery do not report any significant changes. For the depreciation in the period, reference should be made to note 23. Depreciation is calculated considering the technical use, technological obsolescence and the estimated realisable value. The buildings, plant and machinery do not have any restrictions on ownership. 3. Investment property Investment property amounts to Euro 3 million and consists of a building in the Torrespaccata area (Rome) rented to third parties. The building is recorded at fair value, determined on the basis of an independent expert s valuation report, with reference to the real estate market. This latter, during the first half of 2011, did not incur significant changes so as to render necessary a new valuation of the building. There are no secured guarantees on the building. Investment property 01/01/2010 Increases (Decreases) Revaluations/(Writedowns) 31/12/2010 Investment property 2,000 1,000 3,000 Total 2,000-1,000 3,000 Investment property 01/01/2011 Increases (Decreases) Revaluations/(Writedowns) 30/06/2011 Investment property 3,000 3,000 Total 3, , Investments valued at cost The account includes the investments in consortiums and consortium companies and in other companies valued at cost. Investments valued at cost 01/01/2010 Acquisitions (Sales) 31/12/

33 Investments in subsidiaries valued at cost 176 (18) 158 Investments in associated companies valued at cost 52,793 (17) 52,776 Investments in other companies valued at cost 6,426 (72) 6,354 Total 59,395 (107) 59,288 Investments valued at cost 01/01/2011 Acquisitions 30/06/2011 (Sales) Investments in subsidiaries valued at cost Investments in associated companies valued at cost 52,776 52,776 Investments in other companies valued at cost 6,354 (116) 6,238 Total 59,288 (116) 59,172 The breakdown is as follows: Investments in subsidiaries valued at cost 01/01/201 0 Acquisitio ns (Sales) 31/12/201 0 % held Dir.Na. Scarl Consorzio del Sinni Scarl Sedec Sae Viasa Scarl in liquidation (18) - - San Benedetto Scarl Consorzio Vianini Porto Torre Total (18) 158 Investments in subsidiaries valued at cost 01/01/201 1 Acquisitio ns (Sales) 30/06/201 1 % held Dir.Na. Scarl Consorzio del Sinni Scarl Sedec Sae San Benedetto Scarl Consorzio Vianini Porto Torre Total The equity investments in non-consolidated subsidiaries relate to consortium companies based on a system of cost recharging ; for this reason they are excluded from the full consolidation method. Investments in associated companies valued at cost 01/01/2010 Acquisitions (Saless) 31/12/2010 % held FE.LO.VI. S.c.n.c. in liq SELE Scarl in liq FE.LA.RIO. Scarl 17 (17) - - SCAT 5 Scarl ANGITOLA Scarl SUD EST Scarl NOVA METRO Scarl in liq CONSORZIO CO.MA.VI SUD METRO Scarl METROTEC Scarl CONSORZIO VIDIS CONS. SALINE JONICHE METROSUD SCPA TOR VERGATA SCARL ADD. PONTE BARCA SCARL

34 METRO C SCARL 51,751 51, NPF NUOVO POLO FIERISTICO SCARL Total 52,793 - (17) 52,776 Investments in associated companies valued 01/01/2011 Acquisitions (Sales) 30/06/2011 % held at cost FE.LO.VI. S.c.n.c. in liq SELE Scarl in liq SCAT 5 Scarl ANGITOLA Scarl SUD EST Scarl NOVA METRO Scarl in Liq CONSORZIO CO.MA.VI SUD METRO Scarl METROTEC Scarl CONSORZIO VIDIS CONS. SALINE JONICHE METROSUD SCPA TOR VERGATA SCARL ADD. PONTE BARCA SCARL METRO C SCARL 51,751 51, NPF NUOVO POLO FIERISTICO SCARL Total 52, ,776 Investments in other companies valued at cost Acquisitions 01/01/2010 (Sales) 31/12/2010 % held CONSORZIO IRICAV UNO IGEI S.P.A. in liquidation IRINA S.P.A CORINA S.r.l I.G.I. IST.GRANDI INFRASTRUTTURE 89 (89) - - CONSORZIO DUEMILACINQUANTA ACQUE BLU ARNO BASSO SPA 1,903 1, METROPOLITANA DI NAPOLI RIVIERA SCARL PARTED 1982 S.P.A. 2,250 2, OTHER MINOR CONSORTIUMS Total 6,426 (72) 6,354 Investments in other companies valued at cost Acquisitions 01/01/2011 (Sales) 30/06/2011 % held CONSORZIO IRICAV UNO IGEI S.P.A. in liquidation IRINA S.P.A CORINA S.r.l. 116 (116) - - CONSORZIO DUEMILACINQUANTA ACQUE BLU ARNO BASSO SPA 1,903 1, METROPOLITANA DI NAPOLI RIVIERA SCARL PARTED 1982 S.P.A. 2,250 2, OTHER MINOR CONSORTIUMS Total 6,354 (116) 6,238 34

35 5. Equity investments valued at net equity Investments valued at equity 01/01/2010 Increases/(decreases) to the Other Income statement movements 31/12/2010 Cementir Holding SpA 257,428 2,155 16, ,167 Eurostazioni Spa 55,069 2,551 (520) 57,100 Raggruppamento Vasco 44 - (44) - Acqua Campania S.p.A. 4,738 1,137 (728) 5,147 Rofin 2008 S.r.l. 17 (2) - 15 Total 317,296 5,841 15, ,429 01/01/2011 Increases/(decreases) to the Other Income statement movements 30/06/2011 Cementir Holding SpA 276,167 (2,140) (17,902) 256,125 Eurostazioni Spa 57,100 1,291 (1) 58,390 Acqua Campania S.p.A. 5, (1,115) 4,564 Rofin 2008 S.r.l. 15 (1) - 14 Total 338,429 (318) (19,018) 319,093 The fair value of the investment in Cementir Holding SpA on the basis of the Stock Exchange prices was approx. Euro 77 million. The value of the investments valued at equity includes the consolidation difference arising on the acquisition of the investments. These consolidation differences are to be considered goodwill and are not subject to amortisation but annually undergo an impairment test. 6. Equity investments and non-current securities Investments in companies Fair value 01/01/2010 Acquisitions Reclass. Sales AFS change 31/12/2010 Banca Monte dei Paschi di Siena S.p.A. 21,637 5,436 (2,438) (5,913) 18,722 ACEA S.p.A. 71,060 53,269 (8,479) 16, ,629 Generali S.p.A. 41,405 23,594 (20,515) (13,222) 31,262 Other minor 16 (16) - Total 134,118 82,299 (16) (31,432) (2,356) 182,613 Fair value 01/01/2011 Acquisitions Reclass. Sales change 30/06/2011 Banca Monte dei Paschi di Siena S.p.A. 18,722 (6,061) 12,661 ACEA S.p.A. 132,629 8,028 (3,048) (24,409) 113,200 Generali S.p.A. 31,262 (16,587) 1,330 16,005 Total 182,613 8,028 - (19,635) (29,140) 141,866 The increases in the half-year were as follows: 978,000 Acea SpA shares for an amount of Euro 8 million; The following were sold: 35

36 1,100,000 Assicurazioni Generali SpA shares for an amount of Euro 15.2 million, with a loss of Euro 1.4 million; 400,000 Acea SpA shares for an amount of Euro 3.2 million, with a gain of Euro 180 thousand; The stock market valuation at June 30 th 2011 of the shares in Acea SpA and Assicurazioni Generali SpA decreased Euro 30.5 million net of the fiscal effect, while the Banca Monte dei Paschi di Siena SpA valuation increased by Euro 1.3 million. If the Group had not amended the parameters utilised to identify a significant or a permanent loss in value of the AFS investments, the ACEA SpA and Assicurazioni Generali SpA shares would not have been subject to any impairment recognised to the income statement, while the Banca Monte dei Paschi di Siena SpA shares would have been written down in the income statement for Euro 12.9 million, equal to the Fair Value Reserve at June 30 th The valuation of the Banca Monte dei Paschi di Siena SpA shares at June 30 th 2011 includes the value of the option rights concerning the 22 million shares held by Soficos Srl. In relation to the disclosure required by IFRS 7, concerning the so-called hierarchy of fair value, the shares available for sale belong to level one, as defined by paragraph 27A (IFRS 7) concerning financial instruments listed on an active market. Number of shares Investments in companies AFS 01/01/2010 Increases Decreases 31/12/2010 ACEA S.p.A. 9,500,000 6,972,000 (1,050,000) 15,422,000 Generali S.p.A. 2,200,000 1,600,000 (1,600,000) 2,200,000 Banca Monte dei Paschi di Siena S.p.A. 17,620,000 6,380,000 (2,000,000) 22,000,000 01/01/2011 Increases Decreases 30/06/2011 ACEA S.p.A. 15,422, ,000 (400,000) 16,000,000 Generali S.p.A. 2,200,000 (1,100,000) 1,100,000 Banca Monte dei Paschi di Siena S.p.A. 22,000,000 22,000,000 36

37 7. Non-current financial assets The account, amounting to Euro 48 thousand, principally relates to receivables for deposits due within five years. 8. Other non-current assets The other non-current assets amounting to Euro 8.9 million (Euro 7.3 million at December 31 st 2010) consist of withholding guarantees from Buyers in accordance with contractual clauses on the work in course. Non-current assets were subject to discounting based on the effective interest rates; the decrease in the time value amounted to Euro 246 thousand and is recorded to the income statement as a financial charge. 9. Income tax in Euro thousands 01/01/2010 Provisions Utilisatio ns Other changes 31/12/2010 Deferred tax assets Write-down of equity investments 1,639 (710) 929 Provision for risks and charges 4,300 (314) 3,986 Intangible assets 140 (57) 83 Other (67) Total 6, (438) (709) 5,264 Deferred tax liabilities Tax Provisions Fair value equity investments 3,114 (1,406) 1,708 Gains 1,812 (1,812) - Other (2) (5) 352 Total 5, (1,814) (1,411) 2,332 in Euro thousands 01/01/2011 Provisions Utilisatio ns Other changes 30/06/2011 Deferred tax assets Write-down of equity investments ,222 Provision for risks and charges 3,986 3,986 Intangible assets 83 (3) 80 Other (68) (2) 314 Total 5, (71) 291 5,602 Deferred tax liabilities Tax Provisions Fair value equity investments 1,708 (1,708) - Other (2) 352 Total 2,332 2 (2) (1,708) 624 Current tax receivables (Euro 54 thousand) principally comprise Ires and Irap receivables. 37

38 Vianini Lavori SpA and the subsidiaries Viafin Srl, Lav 2004 Srl, Soficos Srl, Vianini Ingegneria SpA and Vianco SpA for the three-year period 2009, 2010 and 2011 were included in the tax consolidation of Caltagirone SpA. The income taxes for the period consist of: IRES income taxes 2,336 1,870 Regional taxes Current income taxes 2,834 2,259 Deferred tax charge - (886) Deferred tax income (47) 78 Total income taxes 2,787 1,451 Current and deferred IRES tax 2,294 1,176 Current and deferred IRAP tax ,787 1,451 In relation to the notification in accordance with Article 37 bis of Presidential Decree 600/1973 following an inspection by the Finance Department of the subsidiary Viafin Srl, a declaration notice is still awaited from the Tax Office; if it is confirmed, it will be contested and it is considered it will be met with a favourable outcome at the Tax Commission. 10. Inventory and work-in-progress The account, amounting to Euro 63.2 million, is entirely composed of Works in progress relating to the Parent Company Vianini Lavori SpA. This amount reflects the valuation of the work undertaken in the period between the last advancement stage of work certified by the General Contractor and the reporting date. In particular, these regard the construction activities on Line C of the Rome Metro, of the Naples Metro, of lots 6 and 7 of the Motorway Pass of the Florence-Bologna Motorway and the works at Tor Vergata. 11. Trade receivables This account can be broken down as follows: Trade receivables 30/06/ /12/ ,690 41,685 Provisions for doubtful debts (535) (535) Total Net Value 17,155 41,150 Receivables from related companies 19,741 8,667 Receivables consortium subsidiaries 613 1,992 Receivables consortium ass. companies 2,758 3,585 38

39 Receivables from associated companies Receivables from Group consortiums 9,231 16,371 Receivables from Group companies Receivables from holding companies 5 5 Total receivables from related parties 32,614 30,970 Advances to suppliers Total trade receivables 49,877 72,227 Trade receivables principally relate to amounts due from general contractors for the advancement stage of work issued and invoiced of approx. Euro 727 thousand and to be invoiced of Euro 15.6 million and withholding guarantees from Buyers under contractual clauses for Euro 747 thousand. There are no receivables due over 5 years. The receivables are shown net of a doubtful debt provision on interest charged of Euro 197 thousand and a doubtful debt provision of Euro 338 thousand. The receivables from related parties are principally from Fabrica Immobiliare Sgr (Euro 18.2 million, which accounts also for the increase on December 31 st 2010) and Investire Sgr (Euro 1.1 million) for residential construction work carried out by the Parent Company. Receivables from consortium associated companies are of a commercial nature and principally relate to the Parent Company from Tor Vergata Scarl (Euro 1.8 million). Receivables from Group consortiums concern transactions of a commercial nature, principally with Iricav Uno Consortium (Euro 2.9 million), MN6 Scarl (Euro 2.3 million), MN6 Scarl and the Tradeciv Consortium (Euro 3 million). 12. Current financial assets This account can be broken down as follows: 30/06/ /12/2010 Financial assets from holding companies 1 1 Financial assets from associated companies 3,891 3,891 Financial assets from other Group companies 28,515 28,737 Financial assets from consortium companies 2,164 2,789 Financial assets from related parties 6 6 Total current financial assets from related 34,577 35,424 parties Accrued interest Total current financial assets 34,743 35,605 The account principally includes the Group share of two shareholder loans provided to the company Parted 1982 SpA, belonging to the Caltagirone Group, for Euro 28.5 million and to the associated company Rofin 2008 Srl for Euro 3.9 million. 39

40 13. Other current assets This account can be broken down as follows: 30/06/ /12/2010 Receivables from associated companies Receivables from other Group companies Receivables from holding companies 2,684 1,530 Total other current assets from related parties 3,181 2,330 VAT receivables 4 2,317 Other receivables 2,038 1,706 Prepayments Total other current assets 5,568 6,651 The receivables from Group companies relate to the company Torreblanca del Sol, a company under common control. Receivables from holding companies relate to the tax consolidation with Caltagirone Spa as the consolidating company and the VAT consolidation procedure also undertaken by Caltagirone SpA. Prepayments relates to rental (Euro 302 thousand) and insurance (Euro 43 thousand). There are no receivables due over 12 months. 14. Cash and cash equivalents This account can be broken down as follows: 30/06/ /12/2010 Bank and post office deposits 11,156 11,808 Bank and postal deposits from related parties. 58,388 12,954 Cash and cash equivalents on hand 10 5 Total cash and cash equivalents 69,554 24,767 The increase in cash and cash equivalents at June 30 th 2011 principally related to cash flow generated from operating activities, dividends received for Euro 12 million and net divestments in listed shares for approx. Euro 10.4 million, net of the distribution of dividends of Euro 4.4 million. 40

41 LIABILITIES AND SHAREHOLDERS EQUITY 15. Shareholders' equity Capital and reserve movements For the movements in the Consolidated Shareholders Equity, reference should be made to the Financial Statements. The movements in the Shareholder Equity accounts derive from the recording of the income and charges recorded directly to equity following the application of the international accounting standards and the implementation of the shareholder resolutions of April 21 st Share capital The share capital at June 30 th 2011 is that of the Parent Company Vianini Lavori SpA., fully subscribed and paid-in, consisting of 43,797,507 shares of Euro 1 each. Other reserves Other Reserves includes the legal reserve of the Parent Company of Euro 8.8 million, set up pursuant to article 2430 of the Civil Code. The account also includes the Statutory Extraordinary Reserve of Euro million and the share premium reserve of Euro 39.5 million. The other reserves include the fair value reserve, negative for Euro 44.7 million; this reserve includes all the market value changes of the investments in other companies AFS until these investments are maintained in the accounts. The account also includes the IAS reserve (Euro 1.2 million) which reflects the effects of the first-time application of the IFRS/IAS. Detail of other reserves 30/06/2011 Legal reserve 8,760 Extraordinary reserve 292,756 Share Premium Reserve 39,545 Revaluation reserve 547 Gains on treasury shares net of fiscal effect 6,892 Fair Value net of tax effect (44,692) IAS 19 Reserve (66) FTA Reserve 1,197 Retained earnings 218, ,372 41

42 The retained earnings include the merger surplus (Euro million) which derives from the incorporation of Esperia SpA in Personnel Employee benefit provisions The employee benefit provision represents the liability relating to the benefits recognised to employees and paid either on termination or after employment service. This liability is a defined benefit plan and therefore is determined applying the actuarial method. In the first half of 2011, the movements in the employee benefit provisions were as follows: in thousands of Euro 30/06/ /12/2010 Net liability at January 1st 955 1,018 Current cost in the year (Service Costs) 2 4 Revaluation (Interest Cost) 8 29 Actuarial profits (losses) - 24 (Services paid) (20) (120) Net liability at June 30th Labour costs 30/06/ /06/2010 Salaries and wages 1,693 1,581 Social security Post-employment prov. 2 3 Complementary pension provision Other expenses Total labour costs 3,071 2,820 For a better understanding of the costs relating to employees, it should be noted that the charges incurred by the Companies operating under the so-called cost recharging system are included under service costs. Workforce 30/06/ /12/2010 Average Average Executives 30/06/ /12/ Managers & white collar Blue-collar Total

43 17. Provisions for risks and charges Risks on work-inprogress Risks for disputes Other risks Total Balance at January 1 st ,606 3,487 15,013 Provisions 3 3 Utilisations (6) (1,000) (1,006) Balance at December 31 st ,600 2,490 14,010 of which: Current portion 9,500 9,500 Non-current portion 920 1,100 2,490 4,510 Total ,600 2,490 14,010 Balance at January 1 st ,600 2,490 14,010 Provisions - Utilisations - Balance at June 30 th ,600 2,490 14,010 of which: Current portion 9,500 9,500 Non-current portion 920 1,100 2,490 4,510 Total The provision for disputes, amounting to Euro 9.5 million, refers to the risk related to the appeal made by a counterparty for a receivable received by the subsidiary Viafin Srl in 2005 following an injunction for a total value of Euro 18.2 million. The provisions for risks on work-in-progress relate to the specific provisions made by the Parent Company Vianini Lavori SpA in relation to work in course or completed but not yet approved by the General Contractor. The provisions for other risks covers potential charges related to contractual commitments undertaken on the sale of buildings in Other current and non-current liabilities Other non-current liabilities 30/06/ /12/2010 Other Payables Deferred income 4,409 4,508 Total other non-current payables 4,569 4,668 Other current liabilities 30/06/ /12/2010 Associated companies 38,813 38,820 Group companies Holding companies 11,744 9,323 Total related parties 51,123 48,717 Social security institutions Employee payables Other payables 15,620 15,070 Deferred income Total other current payables 67,

44 The non-current deferred income refers to the amounts received following the recognition by the General Contractor for higher charges incurred for the execution of the Rome/Naples High Speed Link, relating to the extension of the contractual terms, regarding principally the undertaking of common activities performed directly by the Consortium. As it is not possible to reliably determine the time period in which these charges will be incurred for the execution of the common activities, no discounting was made. The current payables to associated companies principally comprise payables to Metro C ScpA for the residual 10% to be paid following the subscription of the relative share capital (Euro million). Payables to the parent company Caltagirone SpA refer to the tax consolidation. The account Other payables refers to amounts received by the Parent Company as agent for the Temporary Regrouping of Companies in which it participates, in the course of transfer at June 30 th 2011 (Euro 8.7 million). 19. Trade payables in thousands of Euro 30/06/ /12/201 0 Trade payables related 9, companies Payable to consortium subsidiaries 6,893 10,447 Payables to consortium ass. 49,252 59,321 companies Payables to parent companies Payables to other group companies Payables to other consortium 13,981 16,020 companies Total to related parties 80,242 86,167 Accounts payable to suppliers 8,898 11,250 Advances 2,426 2,452 Total trade payables 91,566 99,869 Current portion 90,161 89,579 Non-current portion 1,405 10,290 Total 91,566 99,869 Payables to related parties relate to payables to the company Porto Torre SpA (Euro 9.5 million) for tenders awarded in relation to residential building. Payables to consortium subsidiaries relate to commercial transactions at normal market conditions with consortiums and consortium companies created for the execution of contracts 44

45 acquired in the Temporary Regrouping of Companies; these are not included in the consolidation scope as they operate under the cost recharging method. The payables principally relate to the balance with San Benedetto Scarl (Euro 6.7 million). The Payables to consortium associated companies principally relate to trade payables to consortiums and consortium companies in which control is not held, and trade payables to associated companies valued under the equity method. The largest positions are with the consortium company Metro C Scpa (Euro 47.2 million). The Payables to other consortium companies principally relate to commercial payables with consortiums and consortium companies, in particular the Iricav Uno Consortium for Euro 5.4 million, Società Passante Torino for Euro 4.7 million and Riviera Scarl for Euro 3 million. Bank and insurance sureties were provided as guarantees on the advances. Trade payables principally refer to invoices for subcontracted services and include Euro 724 thousand of guarantee withholdings and Euro 3.9 million of invoices to be received for services rendered. 20. Financial liabilities in thousands of Euro 30/06/ /12/2010 Bank payables related parties Fin. payables to Group companies 413 1,623 Total to related parties 413 2,229 Bank payables Other financial payables Total current financial payables 1,134 2,907 The financial payables to other group companies exclusively relate to the payable to MN6 Scarl (Euro 407 thousand). Bank payables are comprised of those due to the banking system, including short-term loans, for temporary operating requirements. Other financial payables comprise payables for advanced costs concerning surety commissions. 45

46 INCOME STATEMENT 21. Operating revenues H H Revenues from sales and services 136,687 97,860 Changes in contract work-in-progress (5,122) 20,121 Other revenues and income 5,111 6,022 Total operating revenues 136, ,003 of which related parties 112,217 58,983 Sales revenues include revenues from related companies of Euro million: specifically Euro 60.5 million from the Rome Metro Line C contract and Euro 33.8 million for residential building work, with the residual amount relating to contracts completed through consortium companies. The change in inventories is principally attributable to the work on line C of the Rome Metro, that on the Naples Metro, the Tor Vergata site and the Motorway Pass. 22. Operating costs H H Raw materials 8 23 Total raw materials costs 8 23 of which related parties 8 8 Recharge of costs - consortium companies 83,285 93,953 Subcontractors and other services Consulting Service costs related companies 34,411 16,797 Service costs - group companies Other expenses 3,018 2,349 Total service costs 121, ,807 Rent and leases 1,837 1,867 Costs from other group companies Total rent, lease and hire costs 2,238 2,228 Indirect taxes 5 5 Other operating charges Other Total other costs Total other operating costs 124, ,466 of which related parties 118, ,126 In relation to the account Service costs it should be noted that this account includes the quota of the company for services made by Companies operating for the execution of single 46

47 works, acquired within the temporary grouping of companies for a total amount of Euro 83.3 million, broken down as follows: H H Employees 5,933 7,767 Materials 15,632 15,734 Services 58,397 67,179 Other expenses Financial charges Depreciation 2,167 2,259 Total 83,285 93,953 Other operating costs include services provided by the group company Porto Torre SpA for Euro 34.4 million. 23. Amortisation, depreciation, provisions & write-downs H H Amortisation of intangible assets 5 5 Depreciation of tangible assets Provision for risks and charges - (24) Total deprec., amortisation, provisions & write-downs Net financial income (charges) H H Dividends 8, Interest income from bank deposits Other Interest income Exchange gains 28 - Gains on sale of equity investments 181 3,406 Total financial income 9,465 4,550 of which related parties 9,143 1,117 Loss on disposal of investments 1,433 1,297 Interest on bank current accounts Group interest payable 18 Interest on leaving indemnity 8 13 Banking commissions and charges Exchange losses - 56 Other Total financial charges 2,110 1,737 of which related parties Net financial income/(charges) 7,355 2,813 47

48 Financial income includes dividends (Euro 7.2 million on Acea SpA shares, Euro 990 thousand on Assicurazioni Generali SpA shares, Euro 539 thousand on Monte dei Paschi di Siena SpA shares and Euro 182 thousand on Acque Blu Arno Basso SpA shares) and the gain from the sale of the investments in Acea SpA (Euro 181 thousand). Financial charges principally related to the loss on the sale of the investments in Assicurazioni Generali SpA (Euro 1.4 million). 25. Earnings per share The basic earnings per share is calculated by dividing the Group net result for the period by the weighted average number of ordinary shares outstanding in the period (net of treasury shares). in thousands of Euro H H Net profit 13,492 7,881 Weighted average number of ordinary shares outstanding 43,798 43,798 (000) Basic earnings per share (Euro 1 per share) The diluted earnings per share coincide with the basic earnings per share as Vianini Lavori SpA has only issued ordinary shares. 26. Transactions with related parties The transactions of Group companies with related parties including inter-group operations related to normal activities. There are no atypical or unusual transactions which are not within the normal business operations. Vianini Lavori group companies also undertake transactions with the Caltagirone group, with companies under common control and other related parties. The most significant transactions and balances are shown below (higher than Euro 250 thousand): 48

49 in thousands of Euro Other non current assets Trade receivables Financial receivabl es Other receiv. Bank deposits Trade payables Financial payables Other payab les Holding companies Caltagirone S.p.A. 2, ,767 Subsidiaries San Benedetto Scarl 564 6,705 Dirna Scarl 611 Associated companies Rofin 2008 S.r.l. 3,891 Metro C Scpa 7,424 47,151 38,813 Tor Vergata Scarl 1, NPF scarl 380 Metrotec Scarl 877 Related companies Parted 1982 S.p.A. 28,515 Porto Torre SpA 9,480 Torre Blanca del Sol 316 Fabrica Immobiliare Sgr 18,177 Riviera Scarl 459 3,023 Investire SGR 1,132 Consorzio Iricav Uno 2, ,413 MN6 Scarl 622 2, Consorzio Pantano 375 Consorzio CPR3 452 Consorzio Tradeciv 369 3,017 Società Passante Torino 4,733 Monte dei Paschi di Siena SpA 37,473 Banca Finnat SpA 20,915 Other minor 1, , Total 8,415 32,614 34,577 3,181 58,388 80, ,123 % on total account items 94.9% 65.4% 99.5% 57.1% 83.9% 87.6% 36.4% 75.9% in thousands of Euro Operating revenues Operating costs Financial income Financial charges Holding companies Caltagirone S.p.A. 450 Subsidiaries Porto Torre S.p.A. 34,411 San Benedetto Scarl ,735 Associated companies Metro C scpa 60,513 54,024 Tor Vergata scarl 443 Sudmetro scarl 9,342 2,559 Metrotec Scarl 1,072 Related companies UGI S.p.A. 389 Riviera Scarl 2,175 Consorzio Tradeciv 1,328 Consorzio Corina 495 Consorzio Pantano 1,904 Consorzio Iricav Uno 1, MN6 Scarl 3, Società Passante Torino 7,223 Fabrica Immobiliare Sgr 18,222 Investire Sgr 15,611 Acea SpA 7,200 Banca Monte dei Paschi di Siena SpA 766 Assicurazioni Generali SpA 990 Other minor Total 112, ,579 9, % on total account items 82.1% 93.1% 96.6% 19.0% 49

50 Financial receivables from Parted 1982 SpA and Rofin 2008 Srl relates to the share pertaining to the Group of two non-interest bearing shareholder loans. The Receivables from consortium companies refer to amounts under the cost recharging system and are of a commercial nature. The payables to consortiums relate to commercial transactions at normal market conditions with consortiums and consortium companies created for the execution of the contracts acquired in the Temporary Regrouping of Companies. The other payables include the 10% to be paid for the subscription to the share capital of Metro C Scpa for Euro 38.8 million. Other non-current assets concern guarantee withholdings established under contracts. Other receivables and other payables with the Parent Company relate to the tax consolidation procedure. Cash and cash equivalents relate to short-term bank deposits with Banca Monte dei Paschi di Siena SpA and Banca Finnat Euramerica SpA. The other balance sheet items relate to transactions carried out at normal market conditions. Operating revenues and costs relate respectively for Euro 60.5 million and Euro 54 million to Metro C ScpA for construction works on Line C of the Rome Metro; other costs and revenues with consortiums relate to operating activities. Operating Revenues include revenues from Fabrica Immobiliare Sgr concerning a number of contracts concluded at normal market conditions for the turnkey construction of residential complexes. Operating Costs relate to the sub-tender contract to the related company Porto Torre SpA for residential construction. Financial income includes dividends received from Monte dei Paschi di Siena SpA (Euro 766 thousand), Acea SpA (Euro 7.2 million) and Assicurazioni Generali SpA (Euro 990 thousand). 27. Business segment information The disclosures required in accordance with IFRS 8 on the segment information are provided below. The Vianini Lavori Group has adopted the sector of operating activity as the primary disclosure of information, defined as a separate and distinctly identifiable part of the Group, which provides related products and services and that is subject to risks and benefits different than those of the other sectors of activity of the Group. This break-down 50

51 is used by Management to carry out an analysis of operational performance and for the specific management of risks related to each sector. in thousands of Euro Constructio n Other activities Adjustm ents Consolidated presegment eliminations Inter-sector eliminations Consolidate d 30/06/2010 Sector revenues third parties 124, , ,003 Inter-segment revenues 6 6 (6) Segment revenues 124, ,009 (6) 124,003 Segment result 4,764 (70) 4,694 4,694 Depreciation, amortisation, provisions & write-downs Ebit 4,748 (70) - 4,678-4,678 Net financial income/(charges) 2,813 Net result of the share of associates 1,841 Profit before taxes 9,332 Income tax 1,451 Net profit 7,881 Constructio n Other activities Adjustm ents Consolidated presegment eliminations Inter-sector eliminations Consolidate d Segment assets 297, ,173 7, , ,170 Segment liabilities 209,401 10,555 (211) 219, ,745 Equity investments valued at net equity Investments in intangible and tangible fixed assets 207, , , , in thousands of Euro Constructio n Other activities Adjustm ents Consolidated presegment eliminations Inter-sector eliminations Consolidate d 30/06/2011 Sector revenues third parties 136,679 (3) 136, ,676 Inter-segment revenues (6) Segment revenues 136, ,682 (6) 136,676 Segment result 9,323 (54) 9,269 9,269 Depreciation, amortisation, provisions & write-downs Ebit 9,296 (54) - 9,242-9,242 Net financial income/(charges) 7,355 Net result of the share of associates (318) Profit before taxes 16,279 Income tax 2,787 Net profit 13,492 Constructio n Other activities Adjustm ents Consolidated presegment Inter-sector eliminations Consolidate d 51

52 eliminations Segment assets 275, ,687 3, , ,989 Segment liabilities 170,978 9,560 (211) 180, ,327 Equity investments valued at net equity 197, , , ,093 Investments in intangible and tangible fixed assets Net Cash Position In accordance with the Consob communication No of July 28 th 2006, the Group Net Cash Position is reported below: H H A. Cash 10 6 B. Bank deposits 69,544 42,923 C. Securities held for trading D. Liquidity (A)+(B) 69,554 42,929 E. Current financial receivables 34,743 38,045 F. Bank payables current portion 44 4,145 G. Current portion of long-term loans - H. Current payables to other lenders 1,090 1,561 I. Current debt (F)+(G)+(H) 1,134 5,706 J. Net current cash position (I)-(E)-(D) (103,163) (75,268) K. Non-current bank payables - - L. Bonds issued - - M. Other non-current payables N. Non-current financial debt (K)+(L)+(M) - - O. Net cash position (J)+(N) (103,163) (75,268) 29. Hierarchy of Fair Value according to IFRS 7 In relation to financial instruments recorded at Fair Value, IFRS 7 requires that these values are classified based on a hierarchy of levels which reflects the sources of the input utilised in the determination of the Fair Value. Therefore the following hierarchy levels are established: - Level 1: determination of fair value based on prices listed in active markets by class of asset or liability subject to valuation; - Level 2: determination of Fair Value based on input other than the listed prices included at Level 1 but which are directly observable (prices) and indirectly (derivatives from prices) on the market; instruments not characterised by sufficient level of liquidity or which do not express in a continuous manner a binding market listing are included in this category; - Level 3: determination of the Fair Value based on valuation models whose input is not based on observable market data. 52

53 The following table shows the hierarchy level for the assets and liabilities which are valued at Fair Value: 30/06/2011 Note Level 1 Level 2 Level 3 Total (Euro 000) Assets valued at fair value AFS AFS Financial assets valued at fair value 5 141, ,866 In the first half of 2011 no transfers occurred between the various levels and no changes took place in level 3. 53