Consolidated interim report for the six months ended 30 June 2013

Transcription

1 Consolidated interim report for the six months ended 30 June 2013

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3 Contents 1. Introduction... 5 Consolidated financial highlights... 6 Shareholders... 7 Atlantia share price performance... 8 Group structure... 9 Corporate Bodies Report on operations Consolidated financial review Key performance indicators for the Group s main subsidiaries Operating review for the main Group companies Italy International operations Workforce Related party transactions Significant regulatory aspects and litigation Merger of Atlantia and Gemina Other information Events after 30 June Outlook and risks or uncertainties Condensed interim financial statements Reports

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5 Introduction 1

6 1. Introduction Consolidated financial highlights (EM) H (1) H Total revenue 1,990 1,883 Net toll revenue 1,682 1,563 Other operating income Gross operating profit (EBITDA) 1,217 1,120 EBITDA margin 61.2% 59.5% Adjusted gross operating profit (EBITDA) (3) 1,259 1,143 Operating profit (EBIT) EBIT margin 42.9% 42.4% Profit/(Loss) from continuing operations (4) Profit margin from continuing operations 16.1% 26.9% Profit for the period (including non-controlling interests) (4) Adjusted profit for the period (including non-controlling interests) (3) (4) Profit for the period attributable to owners of the parent (4) Operating cash flow (5) Adjusted operating cash flow (3) Capital expenditure (1) (2) (EM) (1) Equity 5,476 5,527 Net debt 10,168 10,109 Adjusted net debt (3) 11,848 11,651 (1) The figures for the comparative periods reflect the accounting effects of certain changes in the basis of consolidation, as described more fully in the section Consolidated financial review. (2) Certain amounts in the income statement for the first half of 2012 and amounts in the statement of financial position as at 31 December 2012 have been restated with respect to the published Interim Report for the six months ended 30 June 2012 and the Annual Report for 2012, reflecting completion of the process of identifying the fair value of the assets and liabilities of the Chilean and Brazilian companies acquired in (3) Adjusted amounts have been presented with the aim of enabling analysts and the rating agencies to assess the Group s results of operations and financial position using the basis of presentation normally adopted by them. Information on the nature of the adjustments and on differences between the reported and adjusted amounts is provided in the specific section Consolidated financial review. (4) The balance of these items for the first half of 2012 reflects the gain (amounting to million) resulting from fair value measurement of the existing % interest in Autostrade Sud America, following this company s consolidation with effect from 1 April (5) Operating cash flow is calculated as profit + amortisation/depreciation +/- provisions/releases of provisions + financial expenses from discounting of provisions +/- impairments/reversals of impairments of assets +/- share of profit/(loss) of investments accounted for using equity method +/- (losses)/gains on sale of assets +/- other non-cash items +/- portion of net deferred tax assets/liabilities recognised in profit or loss. (1) (2) 6

7 Shareholders Shareholders (*) Edizione Government of Singapore Investment Corporation Goldman Sachs Infrastructure Partners Mediobanca 66.40% 17.68% 9.98% 5.94% 100% Principal other investors (1) Fondazione CRT Blackrock 6.32% 5.02% 47.96% 36.64% (2) Free float Rest of Europe 17.5% Australia 6.2% France 4.3% Rest of the world 6.6% United Kingdom 26.8% Lazard 2.06% USA 17.0% Italy (3) 21.6% Geographical breakdown of free float (4) (1) Source: CONSOB. (2) Excludes the treasury shares held by Atlantia SpA. (3) Includes retail investors. (4) Source: Thomson Reuters. (*) As at 30 June

8 1. Introduction Atlantia share price performance Share information Number of shares 661,827,592 Par value ( ) 1.00 Type of shares Ordinary Interim dividend per share for 2012, paid November 2012 ( ) Final dividend per share for 2012, paid May 2013 ( ) Price at 28 June Low (21 June 2013) High (13 May 2013) Capitalisation at 28 June 2013 ( m) 8,293 Average daily trading volume (m) 2.0 Atlantia share price performance - H Price ( ) Volumes (thousand of shares) 20,000 18,000 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0 January February March April May June Atlantia share S&P/MIB rebased Volumes 8

9 Group structure Group structure (*) TowerCo SpA 100% Pune-Solapur Expressways Private Ltd 50% (1) Alitalia - Compagnia Aerea Italiana SpA 8.85% (1) 100% Italian motorway operations International operations Other activities Tangenziale di Napoli SpA 100% Autostrade Meridionali SpA 58.98% Società Italiana pa Traforo del Monte Bianco 51% Raccordo Autostradale Valle d Aosta SpA 58% (2) Società Infrastrutture Toscane SpA 46.60% (1) Società Autostrada Tirrenica pa 24.98% (1) Tangenziali Esterne di Milano SpA 15.38% (1) Ecomouv' Sas 70% Ecomouv' D&B Sas 75% Tech Solutions Integrators Sas 100% Autostrade Indian Infrastructure Development Private Ltd 100% Autostrade dell'atlantico Srl 100% (3) Electronic Transaction Consultants Co 61.41% Autostrade Portugal SA 100% Autostrade Concessões e Participações Brasil Ltda 47.91% (4) Atlantia Bertin Participações SA 50% (1) Rodovias do Tietê SA 50% (1) Infra Bertin Participações SA 50% Triangulo do Sol Participações SA 100% Atlantia Bertin Concessões SA 100% Rodovias das Colinas SA 100% Concessionaria da Rodovia MG 050 SA 100% Triangulo do Sol Auto-Estradas SA 100% (1) (5) Lusoponte-Concessionaria para a travessia do Tejo SA 17.21% Autostrade Holding do Sur SA 100% Sociedad Concesionaria de Los Lagos SA 100% Grupo Costanera SpA 50.01% Sociedad Concesionaria Costanera Norte SA 100% Sociedad Concesionaria AMB SA 100% Sociedad Concesionaria Autopista Nororiente SA 100% Sociedad Gestion Vial SA 100% Sociedad Concesionaria Litoral Central SA 100% Sociedad Operacion y Logistica de Infraestructuras SA 100% Sociedad Concesionaria Autopista Nueva Vespucio Sur SA 100% Sociedad Concesionaria Autopista Vespucio Sur SA 100% Stalexport Autostrady SA 61.20% Biuro Centrum Spzoo 40.63% (1) Stalexport Autostrada Dolnolska SA 100% Stalexport Autoroute Sàrl 100% Stalexport Autostrada Malopolska SA 100% Via4 SA 55% EsseDiEsse Società di Servizi SpA 100% Pavimental SpA 99.40% Pavimental Polska Spzoo 100% Spea Ingegneria Europea SpA 100% Spea do Brasil Ltda 99.99% (6) AD Moving SpA 100% Newpass SpA 51% Giove Clear Srl 100% Autostrade Tech SpA 100% Telepass SpA 96.15% (7) Telepass France Sas 100% Infoblu SpA 75% (*) As at 30 June (1) Unconsolidated companies. (2) The percentage refers to ordinary shares representing the issued capital. (3) In the second quarter of 2013 Autostrade Sud America Srl was merged with and into Autostrade dell Atlantico Srl. (4) The remaining shares are held by Autostrade Portugal (30.31%) and Autostrade Holding do Sur SA (21.78%). (5) Company held for sale. (6) The remaining 0.01% is held by Autostrade Concessões e Participações Brasil Ltda. (7) The remaining 3.85% is held by Autostrade Tech SpA. 9

10 1. Introduction Corporate Bodies Board of Directors in office for Chairman Chief Executive Officer Directors Secretary Fabio Cerchiai Giovanni Castellucci Carla Angela (independent) Gilberto Benetton Carlo Bertazzo Bernardo Bertoldi (independent) Alberto Clô (independent) Gianni Coda (independent) Massimo Lapucci Lucy P. Marcus (independent) Giuliano Mari (independent) Valentina Martinelli Monica Mondardini (independent) Clemente Rebecchini Paolo Zannoni Andrea Grillo Internal Control, Risk and Corporate Governance Committee Committee of Independent Directors with responsibility for Related Party Transactions Chairman Members Chairman Members Giuliano Mari (independent) Carla Angela (independent) Lucy P. Marcus (independent) Giuliano Mari (independent) Bernardo Bertoldi (independent) Monica Mondardini (independent) 10

11 Corporate Bodies Human Resources and Remuneration Committee Chairman Members Alberto Clô (independent) Carlo Bertazzo Gianni Coda (independent) Massimo Lapucci Monica Mondardini (independent) Supervisory Board Coordinator Giovanni Ferrara Members Simone Bontempo Pietro Fratta Ethics Officer Coordinator Giuseppe Langer Members Giulio Barrel Enzo Spoletini Board of Statutory Auditors for three-year period Chairman Auditors Alternate Auditors Corrado Gatti Tommaso Di Tanno Raffaello Lupi Milena Teresa Motta Alessandro Trotter Giuseppe Maria Cipolla Fabrizio Riccardo Di Giusto Independent Auditors for the period Deloitte & Touche SpA 11

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13 Report on operations 2

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15 Consolidated financial review Consolidated financial review Introduction The financial review contained in this section includes and analyses the reclassified consolidated income statement, the consolidated statement of comprehensive income, the statement of changes in consolidated equity, the statement of changes in consolidated net debt and the consolidated statement of cash flows for the first six months of 2013, 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 2013, compared with the corresponding amounts as at 31 December The accounting standards applied during preparation of this document are consistent with those adopted for the consolidated financial statements as at and for the year ended 31 December 2012, given that no new accounting standards, new interpretations or revisions of standards already in force, having a material impact on the Atlantia Group s consolidated financial statements, came into effect during the first half of However, it should be noted that, in accordance with the amendment to IAS 1 published by the IASB on 16 June 2011, and endorsed by the EU in June 2012, from 2013 components of the statement of comprehensive income are to be classified by nature, grouping them into two categories: (i) items that, under certain conditions, may be reclassified subsequently to profit or loss, as required by IFRS, and (ii) items that will not be reclassified subsequently to profit or loss. The basis of consolidation at 30 June 2013 is unchanged with respect to the consolidated financial statements for the year ended 31 December However, the income statement and statement of cash flows for the first half of 2013 benefit from the contribution of Autostrade Sud America (merged with and into Autostrade dell Atlantico in June 2013) and the other Chilean and Brazilian companies, consolidated from 1 April 2012 and 30 June 2012, respectively. Details of these companies are provided in the Annual Report for The term like-for-like basis, used in the following review, indicates that amounts for comparative periods have been determined by eliminating: a) from the consolidated amounts for the first half of 2013: 1) the contributions for the first quarter of Autostrade Sud America and its Chilean subsidiaries; 2) the contribution for the first half of the Brazilian companies; b) from the consolidated amounts for the first half of 2012: 1) the gain (totalling E170.8 million) resulting from fair value measurement of the investment in Autostrade Sud America prior to its consolidation, previously recognised on the basis of the provisional estimate of the assets acquired and liabilities assumed in the accounts published starting from those as at 30 June 2012; 2) the gain (totalling E27.4 million) resulting from the acquisition of Autostrade Sud America and its Chilean subsidiaries, recognised on completion of the process of identification and measurement of the fair value of the assets acquired and liabilities assumed; 15

16 2. Report on operations 3) measurement using the equity method, in the first quarter of 2012, of the same Chilean companies; 4) the contribution of Autostrada Torino-Savona, a company sold in the fourth quarter of As reported in more detail in note 6 to the condensed interim financial statements, following completion of the process of identifying the fair value, at the acquisition date, of the assets and liabilities of the Chilean and Brazilian companies, amounts in the statement of financial position as at 31 December 2012 have been restated with respect to the previously published amounts. In addition, the impact of the restatement of the assets and liabilities of the Chilean companies at 1 April 2012 has been recognised in the income statement for the first half of In particular the gain resulting from the remeasurement at fair value of the 50% investment previously held in Autostrade Sud America and a bargain purchase gain on the acquisition of Autostrade Sud America and its Chilean subsidiaries have been recognised in the first half of 2012, as noted above in points b) 1) and b) 2). The Group did not enter into transactions, either with third or related parties, of a non-recurring, atypical or unusual nature during the first six months of These reclassified financial statements included in this section have not been audited. Consolidated results of operations Revenue for the first half of 2013 amounts to E1,989.7 million, marking an increase of E107.1 million (5.7%) on the same period of 2012 (E1,882.6 million). On a like-for-like basis, total revenue is down E24.0 million (1.3%). Toll revenue of E1,681.7 million is up E118.8 million (7.6%) compared with the first half of 2012 (E1,562.9 million), essentially reflecting the contribution for the first quarter of 2013 of the new Chilean companies (E34.9 million), consolidated from 1 April 2012, and the contribution for the first half of 2013 of the new Brazilian companies (E88.6 million), consolidated from 30 June On a like-for-like basis, toll revenue is down E4.7 million (0.3%), primarily reflecting a combination of: a) a 2.6% decline in traffic on the Group s Italian network, accounting for an estimated E36.1 million reduction in toll revenue (including the impact of the different traffic mix); b) a reduced contribution of toll increases matching the increased concession fees payable by Italian operators (1), amounting to E4.9 million (down 3.0%), linked to the reduction in traffic; c) application of annual toll increases for 2013 by the Group s Italian operators (in Autostrade per l Italia s case 3.47% from 1 January and 0.07% (2) from 12 April), boosting toll revenue by an estimated E41.0 million; d) an increase in toll revenue at overseas operators (up E10.5 million), reflecting toll rises and increases in traffic, partially offset by exchange rate movements; e) reduced toll revenue from Autostrade Meridionali (down E6.5 million) due to the release in the first half of 2012 of the accumulated X variable toll component, no longer recognised from 2013 following expiry of the concession term and the extension of responsibility for operation of the motorway; f) income deriving from cancellation, in the first half of 2012, of unused prepaid Viacard cards issued over 10 years previously by Autostrade per l Italia (a reduction of E5.1 million). (1) From 1 January 2011 the additional concession fees payable to ANAS, pursuant to Laws 102/2009 and 122/2010, calculated on the basis of the number of kilometres travelled, amount to 6 thousandths of a euro per kilometre for toll classes A and B and 18 thousandths of a euro per kilometre for classes 3, 4 and 5. (2) A toll increase granted to the company (by Decree 145 of 9 April 2013, issued by the Ministry of Infrastructure and Transport, in agreement with the Ministry of the Economy and Finance) regarding the K component of tolls accruing in 2012 and provisionally suspended when determining the tolls to come into effect from 1 January The increase revenue that should have been received in the period from 1 January to 11 April 2013 is to be recovered via the toll increase for

17 Consolidated financial review Reclassified consolidated income statement (EM) INCREASE/(DECREASE) % OF REVENUE H H ABSOLUTE % H H Toll revenue 1, , Contract revenue Other operating income Total revenue (1) 1, , Cost of materials and external services (2) Concession fees Staff costs Capitalised staff costs Total net operating costs Gross operating profit (EBITDA) (3) 1, , Amortisation, depreciation, impairment losses and reversals of impairment losses Provisions and other adjustments Operating profit (EBIT) (4) Financial income/(expenses) n.s Financial expenses from discounting of provisions for construction services required by contract and other provisions Other financial income/(expenses) n.s Capitalised financial expenses Share of profit/(loss) of associates n.s and joint ventures accounted for using the equity method Profit/(Loss) before tax from continuing operations Income tax (expense)/benefit Profit/(Loss) from continuing operations Profit/(Loss) from discontinued operations Profit for the period (Profit)/Loss attributable to non-controlling n.s interests (Profit)/Loss attributable to owners of the parent (1) Operating income in this statement is different from revenue shown in the income statement in the consolidated financial statements, as revenue from construction services, recognised on the basis of the services costs, staff costs and capitalised financial expenses incurred on services provided under concession, are presented in this statement as a reduction in the respective operating costs and financial expenses. (2) After deducting the margin recognised on construction services provided by the Group s own technical units. (3) 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. (4) EBIT is calculated by deducting amortisation, depreciation, impairment losses on assets and reversals of impairment losses, provisions and other adjustments from EBITDA. In addition, it does not include the capitalised component of financial expenses relating to construction services, included in revenue in the income statement in the consolidated financial statements and shown in a specific line item under financial income and expenses in this statement. Basic earnings per share attributable to the owners of the parent (E) H H INCREASE/ (DECREASE) of which: - continuing operations discontinued operations Diluted earnings per share attributable to the owners of the parent (E) of which: - continuing operations discontinued operations Operating cash flow (Em) of which: - continuing operations discontinued operations Operating cash flow per share (E) of which: - continuing operations

18 2. Report on operations Contract revenue of E20.2 million is down E4.9 million on the same period of 2012 (E25.1 million), reflecting a reduction in work carried out by Pavimental for external customers. Other operating income of E287.8 million is down E6.8 million (2.3%) on the first half of 2012 (E294.6 million). After stripping out the contributions from the new Chilean and Brazilian companies consolidated in 2012 (an increase of E7.6 million) and Port Mobility (a reduction of E1.9 million), a company sold in the fourth quarter of 2012, other operating income is down E12.5 million, primarily due to: a) a reduction in payouts from insurance companies and a decrease in royalties from Autostrade per l Italia s service areas, partly as a result of Autostrade per l Italia s revision, in 2012, of the fixed component of the fees in response to the decline in traffic; b) a reduction in revenue generated by Autostrade Tech, primarily linked to a decrease in the volume of tolling systems sold. Net operating costs of E772.7 million are up E9.7 million (1.3%) on the same period of 2012 (E763.0 million). On a like-for-like basis, net operating costs are down E26.2 million (3.4%). The Cost of materials and external services amounts to E268.5 million, marking an increase of E3.5 million on the first half of 2012 (E265.0 million). On a like-for-like basis the cost of materials and external services is down E19.1 million (7.2%), reflecting a combination of the following: a) a E34.1 million decrease in maintenance costs, primarily due to a reduction in the cost of winter operations, an increase in insourcing; b) an increase of E15.0 million in other costs, primarily due to the reduced margins generated by the Group s own technical units, mainly in view of the reduced volume of major works carried out, and the costs incurred in the form of consultants fees linked to the current merger with Gemina, partially offset by improvements in operating efficiency and a reduction in costs incurred by Pavimental and Autostrade Tech due to a decrease in work carried out for external customers. Concession fees, totalling E203.5 million, are down E2.2 million (1.1%) compared with the first half of 2012 (E205.7 million), essentially reflecting the reduction in additional concession fees collected via the tolls charged by Italian operators (down E4.9 million), due to the above-mentioned decline in traffic, partially offset by the contribution from the newly consolidated companies. Staff costs (before deducting capitalised expenses), of E343.3 million are up E4.7 million (1.4%) on the same period of 2012 (E338.6 million). After stripping out the contribution from the new Chilean and Brazilian companies and the deconsolidation of Port Mobility, staff costs are down E4.8 million (1.4%), reflecting: a) the decrease of 296 (2.8%) in the average workforce (down by an average of 336 including Port Mobility); b) an increase in the average unit cost (up 2.2%), primarily due to: 1) the impact of the contract renewal for the period and the current renewal for Italian motorway operators; 2) reductions in the use of variable employees; c) a 0.8% reduction in other staff costs, primarily due to reduced use of temporary staff (a reduction of 144 staff on average). Capitalised staff costs total E42.6 million for the first half of 2013, compared with the E46.3 million of the first half of Gross operating profit (EBITDA) of E1,217.0 million is up E97.4 million (8.7%) on the first half of 2012 (E1,119.6 million). 18

19 Consolidated financial review On a like-for-like basis, gross operating profit is up E2.2 million (0.2%). Operating profit (EBIT) of E853.4 million is up E55.8 million (7.0%) on the first half of 2012 (E797.6 million). On a like-for-like basis, EBIT is down E5.9 million (0.7%), given that the E11.5 million increase in Depreciation, amortisation, impairment losses and reversals of impairment losses (essentially due to increased amortisation of concession rights) was partly offset by a reduction in Provisions and other adjustments of E3.4 million (substantially due to provisions for the repair and replacement of assets to be handed over at the end of concession terms, primarily reflecting the different impact, in the comparative periods, of discounting to present value linked to movements in the interest rate used, partially offset by increased provisions for contractual disputes). Financial income from the discounting to present value of concession rights and government grants amounts to E45.2 million, marking an increase of E30.9 million on the same period of This is essentially a result of the contribution of the Chilean companies consolidated from 1 April 2012 (E11.5 million) and the income recognised in relation to the financial assets deriving from the concession rights acquired as a result of the Eco-Taxe project (E13.1 million). Financial expenses from the discounting to present value of provisions for construction services required by contract and other provisions amount to E47.8 million and are down E25.1 million on the first half of This is primarily due to the performance of provisions for construction services required by contract, which essentially reflected a decline in the interest rates used to discount provisions at 31 December 2012, compared with the rates used at 31 December Net other financial expenses of E362.2 million are up E275.9 million on the same period of 2012 (E86.3 million). The increase partly reflects the impact of the following transactions during the first half of 2012 (income totalling E226.8 million), consisting of: a) recognition of a gain of E198.2 million linked to consolidation of Autostrade Sud America from 1 April 2012, including a fair value gain of E170.8 million on the existing % interest in this company, and the bargain purchase gain recognised (E27.4 million); b) a gain of E61.0 million on the sale of the investment in IGLI; c) expenses of E32.4 million related the partial buyback of Atlantia s bonds maturing in After stripping out these items, net financial expenses are up E49.1 million (15.7%), primarily due to the following: a) an increase in debt servicing costs (up E44.1 million), essentially due to an increase in average net debt. The increase includes approximately E15.5 million relating to the differential between the cost of funding incurred in order to raise the cash needed by the Group and the return on the investment of liquidity. In view of the redemption of Atlantia s bonds with a par value of E2,094.2 million maturing in June 2014, the Group obtained financing to fund full repayment of the debt, resulting in the above increase in net financial expenses as a result of the greater average liquidity made available, despite a reduction in the differential between the cost and the return on liquidity compared with the figure for the first half of 2012 in relation to the average liquidity available; b) net financial expenses resulting from consolidation of the new Brazilian companies from the first half of 2012, totalling E5.2 million; c) the difference in the contributions to net financial expenses in the two comparative periods of the Chilean companies consolidated from 1 April 2012, totalling E3.8 million. Capitalised financial expenses, amounting to E30.3 million, are up E7.5 million on the same period of 2012 as a result of both progress on the Eco-Taxe project and the progressive increase in accumulated 19

20 2. Report on operations payments made in relation to investment in construction services for which additional economic benefits are received. Income tax expense for the first half of 2013 totals E196.2 million, up E26.5 million (15.6%) on the first half of 2012 (E169.7 million), in line with the improved profit before tax from continuing operations, after taking account of the limited impact for tax purposes of net gains on investments in the two comparative periods. Profit from continuing operations amounts to E320.7 million, down E186.5 million (36.8%) on the first half of 2012 (E507.2 million). On a like-for-like basis, profit from continuing operations is down E21.8 million (7.1%). The Profit/(Loss) from discontinued operations, totalling E0.9 million, includes the dividends received from the Portuguese company, Lusoponte, whilst the amount for the first half of 2012 included the Group s share of the profit of Autostrada Torino-Savona, an investee company sold and deconsolidated in Profit for the period, amounting to E321.6 million, is down E192.7 million (37.5%) on the first half of 2012 (E514.3 million). Profit for the period attributable to owners of the parent (E287.0 million) is down E223.8 million (43.8%) on the figure for the first half of 2012 (E510.8 million), whilst profit attributable to non-controlling interests amounts to E34.6 million (E3.5 million for the first half of 2012), reflecting the contribution of the new Chilean and Brazilian companies. After stripping out the accounting effects of the changes in the basis of consolidation, profit attributable to owners of the parent is E270.5 million, down E32.1 million (10.6%), whilst profit attributable to non-controlling interests is up E11.2 million (3.2%). Operating cash flow for the first half, as defined in the section Consolidated financial highlights, to which reference should be made, amounts to E778.9 million, up E103.4 million (15.3%) on the first half of On a like-for-like basis, operating cash flow is up E42.2 million (6.3%), in part reflecting the cost incurred in 2012 in order to buy back the bonds issued by Atlantia maturing in 2014, totalling E32.4 million. Operating cash flow was primarily absorbed by the Group s investing activities. The other comprehensive loss for the period, after the related taxation, amounts to E112.9 million (a loss of E41.4 million in the first half of 2012), essentially reflecting the following main components: a) a loss on the translation of transactions in foreign currencies other than the euro, totalling E153.9 million, essentially reflecting falls in the value of the Chilean peso and the Brazilian real against the euro and an increase in the average value of foreign currency assets held by the Group following the acquisitions in Chile and Brazil completed during the first half of The increase in the foreign currency translation reserve in the first half of 2012, totalling E8.2 million, primarily reflected increases in the value of the Chilean peso and Polish zloty against the euro; b) a gain on the fair value measurement of cash flow hedges, totalling E43.2 million (a loss of E41.6 million in the first half of 2012), essentially reflecting a rise in interest rates in the first half of

21 Consolidated financial review Consolidated statement of comprehensive income (EM) H H Profit for the period (A) Fair value gains/(losses) on cash flow hedges Fair value gains/(losses) on net investment hedges Gains/(Losses) from translation of financial statements of foreign operations regarding subsidiaries consolidated Gains/(Losses) from translation of transactions in functional currencies other than the euro concluded by associates and joint ventures accounted for using the equity method Other comprehensive income/(loss) for the period reclassifiable to profit or loss, after related taxation (B) Gains/(Losses) from actuarial valuations of provisions for employee benefits Other comprehensive income/(loss) for the period not reclassifiable to profit or loss, after related taxation (C) Total other comprehensive income/(loss) for the period, after related taxation (D = B + C) Comprehensive income for the period (A + D) of which: - attributable to owners of the parent attributable to non-controlling interests Consolidated financial position As at 30 June 2013 Non-current non-financial assets of E22,658.8 million are down E712.7 million on the figure for 31 December 2012 (E23,371.5 million), essentially reflecting a reduction in intangible assets and deferred tax assets. Intangible assets total E20,485.6 million (E21,104.7 million as at 31 December 2012). In addition to the goodwill (E4,382.7 million) recognised as at 31 December 2003, following acquisition of the majority shareholding in the former Autostrade - Concessioni e Costruzioni Autostrade SpA, these assets include the Group s concession rights, amounting to E16,061.5 million (E16,680.6 million as at 31 December 2012). The reduction of E619.1 million in intangible assets is essentially due to: a) amortisation for the period (down E323.0 million); b) a reduction in the present value on completion of investment in construction services for which no additional benefits are received (down E252.4 million); c) a reduction resulting from currency translation differences, essentially reflecting the performances of the Chilean peso and the Brazilian real (down E231.1 million); d) increased investment in construction services for which additional economic benefits are received (up E194.0 million). Investments, totalling E101.6 million (E119.4 million as at 31 December 2012), are down E17.8 million, primarily reflecting an impairment loss of E13.7 million in respect of the carrying amount of the investment in Alitalia - Compagnia Aerea Italiana. 21

22 2. Report on operations Reclassified consolidated statement of financial position (EM) INCREASE/(DECREASE) Non-current non-financial assets Property, plant and equipment Intangible assets 20, , Investments Deferred tax assets 1, , Other non-current assets Total non-current non-financial assets (A) 22, , Working capital (1) Trading assets 1, , Current tax assets Other current assets Non-financial assets held for sale or related to discontinued operations (2) Current portion of provisions for construction services required by contract Current provisions Trading liabilities -1, , Current tax liabilities Other current liabilities Total working capital (B) , Invested capital less current liabilities (C = A + B) 21, , Non-current non-financial liabilities Non-current portion of provisions for construction services required by contract -3, , Non-current provisions -1, , Deferred tax liabilities , Other non-current liabilities Total non-current non-financial liabilities (D) -6, , NET INVESTED CAPITAL (E = C + D) 15, , (1) Calculated as the difference between current non-financial assets and liabilities. (2) The presentation of assets and liabilities related to discontinued operations is based on their nature (financial or non-financial). 22

23 Consolidated financial review (EM) INCREASE/(DECREASE) Equity Equity attributable to owners of the parent 3, , Equity attributable to non-controlling interests 1, , Total equity (F) 5, , Net debt Non-current net debt Non-current financial liabilities 12, , ,520.8 Bond issues 8, , ,499.3 Medium/long-term borrowings 3, , Non-current derivative liabilities Other financial liabilities Other non-current financial assets -2, , Non-current financial assets deriving from concession rights -1, , Non-current financial assets deriving from government grants Non-current term deposits convertible Non-current derivative assets Other non-current financial assets Non-current net debt (G) 10, , ,788.0 Current net debt Current financial liabilities 2, , ,445.0 Bank overdrafts Short-term borrowings Current derivative liabilities Intercompany current account payables due to unconsolidated Group companies Current portion of medium/long-term borrowings 2, , ,485.8 Other current financial liabilities Cash and cash equivalents -2, , Cash in hand and at bank and post offices Cash equivalents -2, , Other current financial assets Current financial assets deriving from concessions Current financial assets deriving from government grants Current term deposits convertible Current derivative assets Current portion of medium/long-term financial assets Other current financial assets Financial assets held for sale or related to discontinued operations (2) Current net debt (H) , ,846.7 Net debt (I = G + H) (3) 10, , NET DEBT AND EQUITY (L = F + I) 15, , (2) The presentation of assets and liabilities related to discontinued operations is based on their nature (financial or non-financial). (3) Net debt includes non-current financial assets, unlike the Analysis of consolidated net debt in the notes to the consolidated financial statements that is prepared as required by the ESMA (formerly CESR) recommendation of 10 February 2005, which does not permit non-current financial assets to be deducted from debt. 23

24 2. Report on operations Deferred tax assets of E1,855.1 million are down E56.4 million, primarily due to the release of E52.9 million in deferred tax assets on the reversal of intercompany gains in connection with the contribution, in 2003, of a portfolio of motorways to Autostrade per l Italia, equal to the amount for the period deductible from the goodwill recognised by Autostrade per l Italia as a result of the contribution. Working capital reports a negative balance of E978.4 million, compared with a negative balance of E1,145.5 million as at 31 December 2012, marking an increase of E167.1 million. This essentially reflects a combination of the following: a) a reduction of E214.0 million in trading liabilities, reflecting a reduction of approximately E142.3 million in investment in motorway infrastructure in the first half of 2013 compared with the second half of 2012, in addition to E81.0 million in payments of amounts due to suppliers in relation to the Eco-Taxe project, for which the construction phase is nearing completion; b) an increase of E74.1 million in trading assets, primarily reflecting the greater amount due for tolls to be collected from banks at the end of the period, partially offset by collection of the first instalment of the amount invoiced to sub-operators at service areas at the beginning of the current year, after the decision to grant extended payment terms; c) a reduction in other current liabilities of E28.7 million, essentially following payment of fees due in relation to tolls and sub-concessions; d) an increase of E101.6 million in current provisions, linked to the volume of work on the repair and replacement of assets held under concession expected to be necessary in the next twelve months; e) an increase of E74.6 million in net current tax liabilities, reflecting income tax payable for the period less the related prepayments. Non-current non-financial liabilities, totalling E6,036.2 million, are down E553.7 million on the figure for 31 December 2012 (E6,589.9 million), essentially due to: a) a reduction in provisions for construction services required by contract, totalling E417.1 million, reflecting the adjustment, linked to the decline in current and future interest rates, of the present value on completion of investment in construction services (down E247.7 million) and reclassification of the current portion (down E191.9 million), partially offset by the cost of discounting to present value (E30.1 million); b) a reduction in other provisions, totalling E89.7 million, primarily due to reclassification of the current portion. As a result, Net invested capital, totalling E15,644.2 million, is up E8.1 million on 31 December 2012 (E15,636.1 million). Equity attributable to owners of the parent and non-controlling interests totals E5,476.1 million (E5,526.7 million as at 31 December 2012). Equity attributable to owners of the parent, totalling E3,814.5 million, is down E4.2 million on the figure for 31 December 2012 (E3,818.7 million), essentially due to the balance of: a) payment of the final dividend for 2012 (down E253.6 million); b) profit for the period (E287.0 million); c) the above other comprehensive loss for the period, totalling E39.7 million. Equity attributable to non-controlling interests of E1,661.6 million is down E46.4 million from 31 December 2012 (E1,708.0 million), essentially due to the reduction in the foreign currency translation reserve after the above falls in value of the Chilean peso and the Brazilian real against the euro (down E76.6 million), partially offset by the profit for the period (up E34.6 million). 24

25 Consolidated financial review The Group s net debt as at 30 June 2013 totals E10,168.1 million (E10,109.4 million as at 31 December 2012). Non-current net debt, amounting to E10,716.4 million, is down E1,788.0 million on 31 December 2012 (E12,504.4 million) and consists of: a) non-current financial liabilities of E12,917.6 million, essentially relating to: 1) bond issues restricted to institutional investors as part of Atlantia s E10 billion Medium Term Note Programme (accounted for in the financial statements at E6,604.9 million and maturing between 2014 and 2038). The balance is down E2,061.8 million on 31 December 2012 (E8,666.7 million) essentially following reclassification of bonds with a par value of E2,094.2 million maturing on 9 June 2014; 2) bonds issued by Atlantia to retail investors (E971.5 million and maturing in 2018); 3) bonds issued in the first half of 2013, with amortisation profiles and maturities between 2020 and 2023, by Triangulo do Sol and Rodovias das Colinas at a floating nominal CDI rate (accounted for in the financial statements at E301.4 million, with residual weighted average terms to maturity of approximately 5 years and an average cost in the period of around 9.8%) and a real IPCA rate (accounted for in the financial statements at E247.0 million, with residual weighted average terms to maturity of approximately 6 years and an average cost in the period of around 10.6%), and the bullet bonds issued by Rodovias MG 050, maturing in April 2015 and totalling E70.9 million, of which E52.7 million has been used as at 30 June 2013 (accounted for in the financial statements at E52.3 million, with a residual weighted average term to maturity of approximately 2 years and an average cost in the period of around 9.6%); 4) Chilean real rate project bonds with amortisation profiles issued by Costanera Norte (accounted for in the financial statements at E324.1 million and maturing in 2016 and 2024) and Vespucio Sur (accounted for in the financial statements at E164.0 million and maturing in 2025); 5) medium/long-term loans granted to Autostrade per l Italia by the European Investment Bank (EIB) (E1,554.6 million) and Cassa Depositi e Prestiti and SACE (E583.1 million), and the Term Loan Facility (E279.1 million) and loans to be repaid directly by ANAS in accordance with the provisions of Laws 662/1996, 135/1997 and 345/1997 (E212.3 million); 6) Chilean project loans issued by Litoral Central (maturing in 2025), Nororiente (maturing in 2031), Los Lagos (maturing in 2021) and Vespucio Sur (maturing in 2028), totalling E518.6 million, in addition to Grupo Costanera s bank borrowings of E163.4 million; 7) project financing obtained by Ecomouv (E373.1 million), which has increased by E179.1 million in line with progressive drawdown of the available funds as the Eco-Taxe project progressed; 8) fair value losses on hedging derivatives (E369.4 million), essentially relating to cash flow hedges and including the impact of movements in exchange rates recognised in respect of the change in hedged foreign currency financial liabilities. The E1,520.8 million decrease in non-current financial liabilities compared with 31 December 2012 is essentially due to the events described in points 1, 3 and 7; b) non-current financial assets of E2,201.2 million are up E267.2 million compared with 31 December 2012, essentially due to: 1) an increase in financial assets deriving from concession rights (E139.2 million), primarily resulting from investment in the Eco-Taxe project; 2) an increase in other non-current financial assets (E104.8 million), primarily reflecting an increase in the medium/long-term receivable due to Atlantia Bertin Concessões as a result of convertible bonds issued by Infra Bertin Empreendimentos (E333.0 million as at 30 June 2013), which controls the project company, SPMAR, the holder of the concession for the construction and operation of the orbital motorway serving the south east of São Paulo. 25

26 2. Report on operations Statement of changes in consolidated equity (EM) Equity attributable to owners of the parent Issued capital Cash flow hedge reserve Net investment hedge reserve Balance as at 31 December Comprehensive income for the period Owner transactions and other changes Bonus issue Final dividend approved Retained earnings for previous year Changes in the basis of consolidation, capital contributions, reclassifications and other changes Balance as at 30 June Balance as at 31 December Comprehensive income for the period Owner transactions and other changes Final dividend approved Retained earnings for previous year Exercise of options awarded under share-based incentive plans Changes in the basis of consolidation, capital contributions, reclassifications and other changes Balance as at 30 June Current net funds of E548.3 million are down E1,846.7 million compared with 31 December 2012 (E2,395.0million), essentially due to: a) reclassification of bonds (E2,094.2 million) maturing in June 2014, partially offset by the redemption of bonds (E570.1 million), essentially by Rodovias das Colinas and Triangulo do Sol following the above refinancing transactions; b) a reduction in cash (E257.5 million); c) a reduction in accrued interest and differentials payable on hedging derivatives following payments made during the first half (E172.4 million); d) a decrease in the current portion of term deposits (E134.5 million), essentially following use of the deposit to increase the loan that Atlantia Bertin Concessões is disbursing to Infra Bertin Empreendimentos (to be completed by 2014) and the release of Autostrade Holding do Sur s term deposits. The Group s ordinary operating and financing activities expose it to market risks, primarily regarding interest rate and currency risks linked to the financial assets acquired and the financial liabilities assumed, in addition to liquidity and credit risks. The Group s financial risk management strategy is consistent with the objectives set by Atlantia s Board of Directors. The strategy aims to both manage and control such risks, wherever possible mitigating interest rate and currency risks and minimising borrowing costs, taking account of the interests of stakeholders, as defined in the Group s Financial Policy. 26

27 Consolidated financial review Reserve for translation differences on transactions in functional currencies other than the euro Reserve for associates and joint ventures accounted for using the equity method Equity attributable to owners of the parent Other reserves and retained earnings Treasury shares Profit/(loss) for period Total Equity attributable TO non-controlling interests Total equity attributable to owners of the parent and non-controlling interests , , , , , , , , , , , , , , ,476.1 The components of the Group s derivatives portfolio as at 30 June 2013 are classified, in application of IAS 39, on the basis of the specific risk being hedged. Based on the positive outcome of tests of effectiveness of cash flow hedges as at 30 June 2013, changes in fair value have been recognised in full in comprehensive income. During the first half of 2013 the Group entered into new derivatives classified as fair value hedges, designed to convert the new real rate bonds issued by Triangulo do Sol and Rodovias das Colinas to a floating nominal CDI rate. Changes in the fair value of these instruments are recognised in profit or loss and are offset by matching changes in the fair value of the underlying liabilities. The Group has also entered into a Non-Deliverable Forward, classified as a net investment hedge in accordance with IAS 39. This transaction relates to the forward sale of Chilean pesos with the aim of hedging the foreign currency translation risk linked to certain assets held in Chile. Changes in fair value during the first half of 2013 have been recognised in full in comprehensive income. The residual weighted average term to maturity of the Group s interest bearing debt is approximately 6 years and 6 months at 30 June % of the Group s debt is fixed rate. 19% of the Group s medium/long-term debt is denominated in currencies other than the euro. Taking account of foreign exchange hedges and the proportion of debt denominated in the local currency of the country in which the relevant Group company operates (around 13%), the Group is not exposed to currency risk on translation into euros. 27

28 2. Report on operations The average cost of the Group s medium/long-term borrowings in the first half of 2013 was approximately 5.1% (4.7% for the companies operating in Italy, 6.1% for the Chilean companies and 10.2% for the Brazilian companies). As at 30 June 2013 project debt attributable to specific overseas companies amounts to E2,158.8 million. At the same date the Group has cash reserves of E5,945 million, consisting of: a) E2,554 million in cash and/or investments maturing within 120 days; b) E532 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) E2,859 million in undrawn committed lines of credit with a weighted average residual term to maturity of approximately 8 years and a weighted average residual drawdown period of approximately 3 years. The Group s net debt, as defined according to the European Securities and Markets Authority - ESMA (formerly CESR) recommendation of 10 February 2005 (which does not permit the deduction of noncurrent financial assets from debt), amounts to E12,369.3 million as at 30 June 2013, compared with E12,043.4 million as at 31 December Consolidated cash flow Operating activities generated cash flows of E523.5 million in the first half of 2013, up E289.3 million on the first half of 2012 (E234.2 million). The increase primarily reflects: a) an increase operating cash flow (up E103.4 million on the first half of 2012), above all due to the contribution from the newly consolidated companies; b) differing contributions from non-financial assets and liabilities in the two comparative periods (a cash inflow of E43.8 million in the first half of 2013 and a cash outflow of E194.8 million in the first half of 2012), due essentially to the fact that, in the first half of 2012, prepayments of income tax were in excess of the related tax expense for the period and fees due to ANAS and the Ministry of the Economy and Finance were paid. Cash used for investment in non-financial assets amounts to E417.3 million, essentially relating to investment in assets held under concession, after the related government grants and the increase in financial assets deriving from concession rights (amounting to E388.7 million). In the first half of 2012, the outflow of E1,950.8 million was due to the amount invested in the acquisition of the new Chilean and Brazilian companies, including net debt assumed (totalling E1,439.2 million), in addition to investment in assets held under concession (a net balance of E543.4 million). The cash outflow resulting from changes in equity during the first half of 2013 amounts to E240.6 million (E259.6 million in the first half of 2012), reflecting dividends approved by Atlantia (E253.6 million) and by other Group companies for payment to their non-controlling shareholders (E8.5 million). 28

29 Consolidated financial review The overall impact of the above cash flows was to decrease net debt by E134.4 million, compared with an increase of E1,976.2 million in the first half of Finally, in the first half of 2013 net debt was reduced by E75.7 million, resulting from the change in the fair value of financial instruments recognised in comprehensive income (E59.2 million), essentially following an upward shift in the euro yield curve used at 30 June 2013, compared with the one used at 31 December 2012, and by financial income on the amount due from the Brazilian company, SPMAR (E16.5 million). In the first half of 2012, net debt increased by E72.8 million, entirely as a result of changes in the fair value of financial instruments recognised in comprehensive income, primarily due to a downward shift in the euro yield curve at 30 June 2012, compared with the one used at 31 December

30 2. Report on operations Statement of changes in consolidated net debt (1) (EM) H H Profit for the period Adjusted by: Amortisation and depreciation Provisions Financial expenses from discounting to present value of provisions for construction services required by contract and other provisions Impairment losses/(reversal of impairment losses) on non-current financial assets and investments accounted for at cost or fair value Share of (profit)/loss of associates and joint ventures accounted for using the equity method Impairment losses/(reversal of impairment losses) and adjustments of other non-current assets (Gain)/Loss on sale of non-current assets Net change in deferred tax (assets)/liabilities Other non-cash costs (income) Change in working capital Other changes in non-financial assets and liabilities Net cash from operating activities (A) (2) Investment in assets held under concession Government grants related to assets held under concession Increase in financial assets deriving from concession rights (related to capital expenditure) Purchases of property, plant and equipment Purchases of intangible assets Purchase of investments, net of unpaid called-up issued capital Investiments in consolidated companies, including net debt assumed - -1,439.2 Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments Proceeds from sale of consolidated investments, after net debt transferred Change in other non-current assets Net cash from/(used in) investment in non-financial assets (B) (3) ,950.8 Proceeds from transfer of treasury shares due to exercise of rights under share-based incentive plans Dividends declared by Group companies Contributions from non-controlling shareholders Effect of changes in exchange rates on net debt and other changes Net equity cash outflows (C) (4) Increase/(Decrease) in cash and cash equivalents (A + B + C) ,976.2 Change in fair value and extinguishment of financial instruments recognised in the statement of comprehensive income (D) (5) Non-cash financial income on convertible bonds related to loan to SPMAR (E) (6) Decrease/(Increase) in net debt for period (A + B + C + D) ,049.0 Net debt at beginning of period -10, ,970.2 Net debt at end of period -10, ,019.2 (1) This statement differs from the consolidated statement of cash flows insofar as it presents the impact of cash flows generated or used during the period on consolidated net debt, as defined above, rather than on net cash and cash equivalents. (2) This shows, within the scope of the change in working capital presented in the statement of cash flows, the change in operating capital, consisting of trade-related items directly linked to the ordinary activities of the business concerned. (3) This does not include movements in current and non-current financial assets. Moreover, the statement shows investments in newly consolidated companies and proceeds from the sale of previously consolidated companies after deducting the net debt on the books of these companies, whilst in the consolidated statement of cash flows these figures are reported less any net cash on the books of the companies consolidated or sold. (4) This differs from cash generated from/(used in) financing activities in the consolidated statement of cash flows, as it does not include movements in current and non-current financial liabilities. Moreover, the dividends reported are those approved during the reporting period, whilst the statement of cash flows reports dividends paid in the reporting period. (5) Changes in the fair value of financial instruments recognised in the statement of comprehensive income are reported in the Statement of changes in consolidated net debt, whilst they are not reported in the consolidated statement of cash flows, as they have no impact on net cash. (6) This financial income is capitalised on the medium/long-term receivable represented by convertible bonds issued by Infra Bertin Empreendimentos, which controls the project company, SPMAR, which holds the concession for the construction and operation of the orbital motorway serving the south east of São Paulo. 30

31 Consolidated financial review Adjusted results of operations and financial position and reconciliation with reported amounts The following section shows adjusted gross operating profit (EBITDA), profit for the period, operating cash flow and net debt. These amounts have been adjusted by stripping out the impact of financial items recognised by the Group s motorway operators in application of IFRIC 12 when, under its concession arrangement, an operator has an unconditional right to receive contractually guaranteed cash payments for construction services rendered, regardless of the extent to which the public uses the service. This right is accounted for, regardless of its specific nature, in financial assets deriving from concession rights in the statement of financial position. The adjusted amounts, which are not IFRS compliant, are presented with the aim of enabling analysts and the rating agencies to assess the Group s results of operations and financial position using the basis of presentation normally adopted by them. In particular, the adjustments applied to the reported amounts regard: a) an increase in toll revenue to take account of the reduction in financial assets deriving from guaranteed minimum revenue; b) an increase in other operating income, corresponding to the portion of government grants collected in relation to motorway maintenance and accounted for as a reduction in financial assets; c) an increase in other operating income, corresponding to the portion of government grants in relation to investment in motorway infrastructure, which are accounted for as a reduction in financial assets and which were collected in full in previous years; d) the reversal of financial income deriving from the discounting to present value of financial assets deriving from guaranteed minimum revenue and government grants for motorway maintenance; e) the elimination of financial assets recognised in application of IFRIC 12 (takeover rights, guaranteed minimum revenue, other financial assets deriving from concession rights and government grants for motorway maintenance). 31

32 2. Report on operations Reconciliation adjusted data with reported data (EM) H H EBITDA Profit (1) Operating cash flow EBITDA Profit (1) Operating cash flow Reported amounts 1, , Increase in revenue for guaranteed minimum revenue: - Los Lagos Costanera Norte (2) Litoral Central (2) Nororiente (2) Adjustment (before tax) Grants for motorway maintenance: - Los Lagos Adjustment (before tax) Grants for investment in motorway infrastructure: - Litoral Central (2) Adjustment (before tax) Reversal of financial income deriving from the discounting to present value of financial assets deriving from concession rights: - Los Lagos Costanera Norte (2) Litoral Central (2) Nororiente (2) Ecomouv Adjustment (before tax) Reversal of financial income deriving from the discounting to present value of financial assets deriving from grants for motorway maintenance: - Los Lagos Adjustment (before tax) Deferred taxes Total adjustment Adjusted amounts

33 Consolidated financial review (EM) Net debt as at Net debt as at Reported amounts 10, ,109.4 Reversal of financial assets deriving from takeover rights: - Autostrade Meridionali Adjustment Reversal of financial assets deriving from guarantee minimum revenue: - Los Lagos Costanera Norte (2) Litoral Central (2) Nororiente (2) Adjustment Reversal of other financial assets deriving from concession rights: - Ecomouv Costanera Norte (2) Adjustment Reversal of financial assets deriving from grants for motorway maintenance: - Los Lagos Adjustment Total adjustment 1, ,541.5 Adjusted amounts 11, ,650.9 (1) Adjusted profit does not take into account amortisation and depreciation, after the related taxation, intangible assets deriving from concession rights which in theory would have been recognised by the Group s operators had they not adopted, in calculating reported profit, the financial model envisaged by IFRIC 12. (2) The Chilean companies, Costanera Norte, Litoral Central and Nororiente, were consolidated from 1 April

34 2. Report on operations Key performance indicators for the Group s main subsidiaries (1) (EM) Revenue H H INCREASE/(DECREASE) Total % Italian operators Autostrade per l Italia 1, , Società Italiana per il Traforo del Monte Bianco Raccordo Autostradale Valle d Aosta Tangenziale di Napoli Autostrade Meridionali Overseas operators Stalexport Autostrady Triangulo do Sol Rodovias das Colinas (2) 75.0 n.a. n.a. n.a. Rodovia MG 050 (Nascentes das Gerais) (2) 15.5 n.a. n.a. n.a. Sociedad Concesionaria de Los Lagos Costanera Norte (3) n.s. Autopista Nororiente (3) n.s. Vespucio Sur (3) n.s. Litoral Central (3) n.s. AMB (3) n.s. Other subsidiaries Pavimental Spea Ingegneria Europea EsseDiEsse Società di Servizi Infoblu TowerCo AD Moving Telepass Newpass Giove Clear Autostrade Tech Ecomouv n.a. ETC (1) Figures calculated under IFRS in compliance with the standards and policies adopted by Atlantia, and extracted from specific reporting packages prepared by each subsidiary for the purpose of preparing the Atlantia Group s consolidated financial statements. (2) Amounts for 2012 refer solely to the period of consolidation (from 1 July 2012). (3) Amounts for 2012 refer solely to the period of consolidation (from 1 April 2012). Provisional data. 34

35 Key performance indicators for the Group s main subsidiaries EBITDA Net funds/(net debt) H H INCREASE/(DECREASE) INCREASE/(DECREASE) Total % Total, % , , n.a. n.a. n.a n.a. n.a. n.a n.s n.s n.a n.s n.s n.s n.s n.s n.s n.s n.s n.a. n.a n.s

36 2. Report on operations Operating review for the main Group companies ITALY Operating review for the Group s Italian motorway operators Autostrade per l Italia Revenue for the first half of 2013 is down E16.5 million (1.1%) compared with the same period of 2012, reflecting: a) a reduction in toll revenue (down E7.6 million), primarily following a contraction in traffic (down 2.8%) and the absence of income resulting from the cancellation of unused prepaid Viacards issued more than 10 years previously in 2012, partially offset by the impact of toll increases for 2013 (an increase of 3.47% from 1 January and 0.07% (1) from 12 April); b) a reduction in other operating income (down E8.9 million), primarily due to a reduction in payouts from insurance companies and a decrease in royalties from Autostrade per l Italia s service areas, partly as a result of Autostrade per l Italia s revision, in 2012, of the fixed component of the fees in response to the decline in traffic. The cost of materials and external services is down E37.0 million, reflecting a E26.0 million decrease in maintenance costs, primarily due to a reduction in the cost of winter operations, an increase in insourcing, and a reduction in other costs (down E11.0 million), mainly due to a decrease in direct costs incurred in relation to the Design & Build phase of the Eco-Taxe project in France and improvements in operating efficiency. Staff costs, after deducting capitalised expenses, are down E1.1 million (0.6%). Before capitalised expenses, staff costs are down E0.2 million (0.1%) due to a reduction of 126 in the average workforce (down 2.3%) and an increase in the average total cost (up 2.2%). EBITDA for the first half of 2013, totalling E913.9 million, is up E26.7 million (3.0%) on the first half of 2012 (E887.2 million). Other Italian operators Toll revenue attributable to other Italian operators is down E7.6 million (7.0%) on the first half of 2012, due to a combination of the following: a) changes in traffic volumes and mix (down E2.3 million), essentially reflecting a reduction in traffic reported by the other Italian operators, with the exception of Autostrade Meridionali, which registered an increase in traffic of 3%, partly due to the closure of the Statale 18 between Vietri sul Mare and Salerno; (1) A toll increase granted to the company (by Decree 145 of 9 April 2013, issued by the Ministry of Infrastructure and Transport, in agreement with the Ministry of the Economy and Finance) regarding the K component of tolls accruing in 2012 and provisionally suspended when determining the tolls to come into effect from 1 January The increase revenue that should have been received in the period from 1 January to 11 April 2013 is to be recovered via the toll increase for

37 Operating review for the main Group companies b) the application of toll increases applied from 1 January 2013 (boosting toll revenue by an estimated total of E1.3 million); c) reduced toll revenue from Autostrade Meridionali (down E6.5 million) due to the release in the first half of 2012 of the accumulated X variable toll component, no longer recognised from 2013 following expiry of the concession term and the extension of responsibility for operation of the motorway. External maintenance costs attributable to other operators are down E8.3 million, essentially due to a reduction in non-routine maintenance carried out by Autostrade Meridionali, reflecting the plan to relinquish the concession, scheduled for EBITDA for the other Italian operators is up E0.7 million (1.5%) on the first half of 2012, reflecting the above changes. Traffic The number of kilometres travelled on the network operated by Autostrade per l Italia and the Group s other Italian motorway operators during the first half of 2013 totals 21,621.9 million: 18,778.1 million by vehicles with 2 axles (cars and vans, representing 86.8% of the total) and 2,843.8 million by vehicles with 3 or more axles (13.2% of the total). Traffic on the Group s Italian network in the first half of 2013 is down 2.6% in terms of kilometres travelled, compared with the first half of Reductions were reported by both categories of vehicle, with vehicles with 2 axles down 2.4% and those with 3 or more axles down 4.0%. The economic downturn continued to weigh heavily on the figures for the first half of In addition, compared with the same period of the previous year, the figures for the first half of 2013 reflect the negative impact of February being one day shorter (2012 was a leap year), which accounts for approximately 0.5 percentage points of the drop registered in the first half. These factors were partially offset by the fact that the first half of 2013 was not affected by the unfavourable events witnessed during the first half of 2012 (a lorry drivers strike and exceptional snowfall). After adjusting for this calendar-related factor, traffic during the first half of 2013 is down 2.0%, with vehicles with 2 axles down 1.8% and those with 3 or more axles down 3.5%. Traffic was down at all the Group s Italian companies, with the only exception of Naples-Salerno section, which recorded growth of 3.0% following closure of the Statale 18, an alternative to the A3, between Vietri sul Mare and Salerno after a landslide. The decline in traffic on Autostrade per l Italia s network was slightly above average in the first half of 2013, with a reduction of 2.8% in overall traffic (vehicles with 2 axles down 2.6% and those with 3 or more axles down 4.0%). Traffic on the network operated under concession in Italy during the first half of 2013 Motorway operator Vehicles X km (millions) (1) ATVD (2) H Vehicles with 2 axles Vehicles with 3+ axles Total vehicles % INCREASE/ (DECREASE) on H Autostrade per l Italia 17, , , ,444 Autostrade Meridionali ,784 Tangenziale di Napoli ,274 Società Italiana per il Traforo del Monte Bianco ,633 Raccordo Autostradale Valle d Aosta ,100 Total Italian operators 18, , , ,295 (1) Provisional data. (2) ATVD = total km travelled/length of section /no. of days in year. 37

38 2. Report on operations Toll increases The following annual toll increases were introduced by Autostrade per l Italia and the Group s Italian motorway operators from 1 January The increases were calculated in accordance with the terms and conditions of the respective concession arrangements in force: Italian motorway operators Toll increase Autostrade per l Italia (1) 3.54% Raccordo Autostradale Valle d Aosta (2) 14.44% Tangenziale di Napoli (2) 3.59% Autostrade Meridionali (3) 0.0% Società Italiana Traforo del Monte Bianco (4) 5.01% (1) The toll increases applied by Autostrade per l Italia consist of a 1.23% increase designed to provide a return on additional capital expenditure via the X tariff component, of a 0.07% via K component and a 2.24% increase equivalent to 70% of the consumer price inflation rate (as measured by ISTAT) in the period from 1 July 2011 to 30 June Between 1 January 2013 and 11 April 2013 the toll increase applied was 3.47% following postponement of the increase based on the K component. Subsequently, on 9 April 2013 the Minister of Infrastructure and Transport, in agreement with the Minister of the Economy and Finance, issued a decree authorising the toll increase of 0.07% based on the K component providing a return on new investment required by the Single Concession Arrangement of 2007 and relating to noise abatement initiatives. The toll increase that should have been applied in the period from 1 January to 11 April 2013 will be recovered via the toll increase for (2) The operators, Raccordo Autostradale Valle d Aosta and Tangenziale di Napoli, apply a tariff formula that takes into account the target inflation rate, a rebalancing component and a return on investment, in addition to quality. (3) Autostrade Meridionali was not authorised to apply any toll increase following expiry of its concession on 31 December (4) Traforo del Monte Bianco, which operates under a different concession regime based on bilateral agreements between Italy and France, applied a total increase of 5.01% from 1 January 2013, in accordance with the resolutions approved by the Intergovernmental Committee for the Mont Blanc Tunnel on 20 October and 25 November This increase is based on the combination of two elements: 2.61% representing the average inflation rate in France and Italy for the period from 1 September 2011 to 31 August 2012; 2.40% in accordance with the joint declaration issued by the Italian and French governments on 3 December 2012, with use of the proceeds still be decided on by the two governments. Capital expenditure During the first six months of 2013 the Group s Italian motorway operators invested a total of E418.4 million, marking a reduction of E169 million (after stripping out companies sold or held for sale) on the first half of 2012 (down 28.8%). Capital expenditure (EM) H H INCREASE/(DECREASE) Autostrade per l Italia - projects in Agreement of % Autostrade per l Italia - projects in IV Addendum of % Investment in major works by other operators (1) -42.6% Other capital expenditure and capitalised costs (staff, maintenance and other) % Total investment in infrastructure operated under concession % Investment in other intangible assets % Investment in property, plant and equipment % Total capital expenditure in Italy % (1) After stripping out Autostrada Torino-Savona, a company sold in The volume of investment relating to works envisaged in Autostrade per l Italia s Agreement of 1997 is down E10.9 million on the first half of 2012, primarily due to the fact that work has been at a standstill in Tuscany following the investigation launched by the Public Prosecutor s Office in Florence regarding the reuse of soil and rocks resulting from excavation work, and to the approaching completion of the principal works for the Variante di Valico. The volume of investment in works envisaged in Autostrade per l Italia s IV Addendum is down E150.7 million on the first half of 2012, reflecting the completion of a number of works on motorways opened to traffic in 38

39 Operating review for the main Group companies 2012 (the A9 Lainate-Como and the Rimini North-Cattolica, Fano-Senigallia and Ancona South-Porto Sant Elpidio sections of the A14), amounting to more than 100 km of third lane, and the financial difficulties affecting certain contractors engaged to carry out a number of works in progress, resulting in delays. The above reduction in work has only partly been offset by an increase in work on the Ancona North-Ancona South section of the A14. Contract reserves quantified by contractors As at 30 June 2013 contract reserves amounting to approximately E2,180 million (E1,600 million as at 31 December 2012) have been quantified by contractors in relation to capital expenditure by Group companies. Based on past experience, only a small percentage of the reserves will actually have to be paid to contractors and, in this case, will be accounted for as an increase in the cost of concession rights. Operating review for other activities in Italy Pavimental The company operates as a motorway maintenance provider and carries out major infrastructure works for the Group and external customers. Compared with the first half of 2012, revenue of E152.7 million for the first half of 2013 is down E117.3 million (43.5%). This is due to the lower volume of work carried out as a result of the completion of a number of construction projects commissioned by Autostrade per l Italia (on the A14 and A9) and by other customers (Società Autostrada Tirrenica and Autostrade Centropadane). Negative EBITDA of E0.6 million compares with positive EBITDA of E15.9 million for the same period of the previous year, which still reflected the application of provisional (and more favourable) discounts compared with the final ones adopted from December The reduction also reflects the above-mentioned decrease in the volume of work carried out, partially offset by a reduction in staff costs (down E4.5 million or 17.6%) due to cuts in the number of personnel employed on infrastructure construction and the impact of a series of cost savings involving maintenance and headquarters staff. Spea Ingegneria Europea The company supplies engineering services involved in the design, project management and controls connected to the upgrade and extraordinary maintenance of the Group s network. Revenue of E46.6 million for the first half of 2013 is down E15.2 million (24.6%) on the same period of the previous year, primarily due to the lower volume of infrastructure design work carried out, above all in relation to the Genoa Interchange and the final designs for potential works included in article 15 of Autostrade per l Italia s Single Concession Arrangement. The reduction in revenue also reflects a decrease in the volume of project management carried out, relating to the A14 Rimini-Pedaso, A9 Lainate-Como and Base Tunnel. 90.5% of the company s revenue was earned on services provided to the Group. EBITDA is E12.8 million for the first half of 2013, down E9.1 million on the previous first half, primarily reflecting the above reduction in revenue, offset by reduced use of external consultants (down E3.3 million) and a decrease in staff costs (down E2.2 million). 39

40 2. Report on operations Telepass The company is responsible for operating motorway tolling systems in Italy, providing an alternative to cash payments (the Viacard direct debit card and Telepass devices), as well as payment systems for airport car parks and restricted traffic zones. In addition, from 2013 the company s new product, Telepass SAT, offers the drivers of heavy vehicles an electronic tolling service for the payment of tolls on the motorway networks of France, Spain and Belgium. As at 30 June 2013 the number of Telepass devices in circulation exceeds 8.1 million (up approximately 200,000 compared with 30 June 2012) with the number of subscribers of the Premium option totalling 1.7 million (up approximately 138,000 compared with 30 June 2012). Revenue of E68.4 million in the first half of 2013 was primarily generated by Telepass fees of E45.9 million (up E0.9 million on the first half of 2012), Viacard subscription fees of E10.4 million (down E0.2 million on the same period of 2012) and payments for Telepass Premium services of E6.5 million (up E0.7 million on the same period of 2012). The company s EBITDA for the first half of 2013, amounting to E41.8 million, compares with EBITDA of E41.4 million for the same period of Autostrade Tech Autostrade Tech is a provider of Information Technology Systems, operating in Italy and overseas. It supplies systems used for tolling, traffic management and information, urban access controls, car parks and speed checks. Revenue of E33.1 million in the first six months of 2013 is down E9.1 million (21.6%) on the same period of 2012, above all due to the fact that work on the contract for the Eco-Taxe Poids Lourds project awarded to the subsidiary, Ecomouv, is nearing completion. EBITDA of E5.7 million for the first half of 2013 is down on the same period of 2012 (E10.7 million). TowerCo TowerCo is responsible for the construction and management of fully equipped sites located around the motorway network managed under concession by Group companies in Italy and on land owned by other parties (municipal authorities and other motorway operators, etc.). These sites host antennae and equipment used by commercial operators (mobile communications companies and TV and radio broadcasters) and public services (police, Isoradio and traffic monitoring systems). As at 30 June 2013 there are 303 sites in operation (of which 91 providing GSM/UMTS mobile coverage in motorway tunnels), 3 sites at which work is in progress and a further 14 at the design stage or awaiting receipt of the necessary permits. The company reports revenue of E10.5 million for the first half of 2013 (E9.5 million in the same period of 2012), with EBITDA of E6.2 million (E5.5 million for the same period of 2012). 40

41 Operating review for the main Group companies INTERNATIONAL OPERATIONS Chile The Atlantia Group is one of the leading motorway operators in Chile through: the operator, Los Lagos, a wholly owned subsidiary of the Group, which holds the concession for a 135 km section between Rio Bueno and Puerto Montt; the holding company, Grupo Costanera, which is 50.01% owned by the Atlantia Group and 49.99% owned by CPPIB (Canada Pension Plan Investment Board), and which directly and indirectly holds 100% interests in the following operators in Chile: Costanera Norte SA, which holds the concession for 42.5 km of road network in the city of Santiago in Chile; Autopista Nororiente SA, the holder of the concession for the 21.5 km north-eastern bypass in the city of Santiago; Autopista Vespucio Sur SA, the holder of the concession for the 23.5 km southern section of the orbital toll motorway serving the city of Santiago; AMB SA, the holder of the concession for the 10 km section of motorway linking Santiago to the city s international airport; Litoral Central SA, the holder of the concession for the 80.6 km toll motorway serving the cities of Algarrobo, Casablanca and Cartagena in Chile. Grupo Costanera and its subsidiaries have been consolidated since 1 April Key performance indicators (EM) Revenue EBITDA Adjusted revenue (1) Adjusted EBITDA (1) H H % increase/ (decrease) H H % increase/ (decrease) H H % increase/ (decrease) H H % increase/ (decrease) Los Lagos Grupo Costanera (2) - Costanera Norte n.s n.s n.s n.s. - Nororiente n.s n.s n.s n.s. - Vespucio Sur n.s n.s n.s n.s. - Litoral Central n.s n.s n.s n.s. - AMB n.s n.s n.s n.s. (1) Information on the nature of the adjustments made and differences between reported and adjusted amounts is provided in the specific section Consolidated financial review. (2) Amounts for 2012 refer solely to the period of consolidation (from 1 April 2012). Traffic Traffic (millions of km travelled) H H % INCREASE/ (DECREASE) Traffic (thousands of journeys) H H % INCREASE/ (DECREASE) Los Lagos ,398 6, Grupo Costanera - Costanera Norte ,969 98, Nororiente ,561 2, Vespucio Sur , , Litoral Central ,052 1, AMB ,488 4, Total 1, , , ,

42 2. Report on operations From 1 January 2013 the tolls applied by Los Lagos have risen 3.2%, reflecting the inflation-linked increase of 2.1%, an increase relating to safety improvements (up 2.7%) and the rounding off of tariffs to the nearest 100 pesos (down 1.6%). From 1 January 2013 the operators controlled by Grupo Costanera have applied the annual toll increases calculated under the terms of the related concession arrangements: 5.7% for Costanera Norte, Vespucio Sur and Nororiente (equal to inflation in 2012 plus 3.5%), 3.7% for AMB (equal to inflation plus 1.5%) and 2.1% for Litoral Central (equal to inflation). On 26 June 2013 Costanera Norte and the grantor signed the final agreement for the implementation of an investment programme named Programma SCO (Santiago Centro Oriente). The programme covers seven projects designed to eliminate the principal bottlenecks on the section operated under concession. The total value of the work to be carried out is 230 million pesos (approximately E360 million). The agreement envisages that the operator will receive a specific payment from the grantor in return for the above construction services, including a final payment at the expiry of the concession term designed to guarantee a minimum return, and a share of the increase in revenue deriving from the installation of new tollgates. Further information is provided in the section, Significant regulatory aspects and litigation. Brazil Atlantia Bertin Concessões SA and its subsidiaries The Atlantia Group is one of the leading motorway operators in Brazil through the joint venture, Atlantia Bertin Concessões SA, set up with the Bertin group, and which manages a total of 1,538 km of network. Through Autostrade Concessões e Participações Brasil (a wholly owned subsidiary of the Atlantia Group), the Atlantia Group holds 50% + 1 share of Infra Bertin Participações SA, a Brazilian holding company set up with the Bertin group, and which in turn controls Atlantia Bertin Concessões SA and the following operators: Triangulo do Sol, which holds the concession for 442 km of motorway in the north-west of the state of São Paulo; Rodovias das Colinas, the holder of the concession for a total of 307 km of motorway network in the state of São Paulo, connecting the cities of Campinas, Sorocava and Rio Claro; Rodovia MG 050, the holder of the concession for a total of 372 km of motorway in the state of Minas Gerais, serving Betim, São Sebastião do Paraíso and Belo Horizonte. Atlantia Bertin Concessões and its subsidiaries, Rodovias das Colinas and Rodovia MG 050 have been consolidated since 1 July 2012, whilst Triangulo do Sol has been consolidated since 1 July Atlantia Bertin Concessões SA also has an option to acquire a 100% interest in Infra Bertin Empreendimentos SA, which owns a 95% interest in SPMAR, the company that holds the concession to operate a part of the Rodoanel, the 105-km orbital toll motorway serving São Paulo, of which approximately 60 km is in operation, with the remainder under construction. The operators, Triangulo do Sol and Rodovias das Colinas, recorded increases in traffic in the first half of 2013, measured in terms of kilometres travelled, of 5.6% and 6.0%, respectively. The operator, Rodovia MG 050, located in the south-west of the State of Minas Gerais, the region in which the country s steel and mining industries are concentrated, registered an increase of 1.6%. Toll increases in the State of São Paulo are applied from 1 July of each year based on the inflation rate for the previous 12 months. In response to growing civil unrest throughout Brazil, sparked by protests over the increasing cost of public transport in urban areas, at the end of June 2013 the Governor of the State of São Paulo introduced a series of measures aimed at compensating for the scheduled increase in the State s motorway tolls to be applied from 42

43 Operating review for the main Group companies 1 July 2013, requesting that the planned increases not be introduced. Information on the decision not to increase motorway tolls in the State of São Paulo in line with inflation and the related forms of compensation for operators is provided in the section, Significant regulatory aspects and litigation. The public placements of bonds with Rodovias das Colinas (amounting to million Brazilian reals) and Triangulo do Sol (amounting to 691,1 million reals) were finalised in the first half of Rodovia MG 050 also completed the private placement of bonds totalling million reals with Santander and Banco Itau BBA, of which million reals has been used as at 30 June Key performance indicators for the Brazilian operators Traffic (millions of km travelled) Revenue (1) EBITDA (1) H H % INCREASE/ (DECREASE) H H % INCREASE/ (DECREASE) H H % INCREASE/ (DECREASE) Triangulo do Sol Rodovia das Colinas n.a. n.a n.a. n.a. Rodovia MG 050 (Nascentes das Gerais) n.a. n.a n.a. n.a. Total 2, , (1) Amounts for 2012 refer solely to the period of consolidation (from 1 July 2012). Atlantia Bertin Participações SA Atlantia Bertin Participações SA, a second Brazilian holding company established by the Atlantia Group (50% minus 1 share) and the Bertin group (50% plus 1 share), owns 50% of Tietê (3), the holder of the concession for 417 km of motorway in the state of São Paulo, in the area between Bauru and Campinas, expiring in The agreements entered into with the Bertin group envisage the contribution of the interest in Tietê to Atlantia Bertin Concessões SA, via the merger of Atlantia Bertin Participações SA with and into Atlantia Bertin Concessões SA. The necessary clearance for the merger has been received and completion will take place in the second half of Poland Stalexport Autostrady group The Polish operator, Stalexport Autostrada Malopolska, recorded a 7.1% increase in kilometres travelled in the first six months of 2013, compared with the same period of 2012, with light vehicles up 8.0% and heavy vehicles 3.1%. The increases are primarily due to the poor weather conditions seen in the first half of 2012, increases in the tolls charged for light vehicles applied from 1 March 2012 and extraordinary maintenance on one of the alternative roads carried out in the first half of Stalexport Autostrada Malopolska generated total revenue of E22.9 million in the first half of 2013 (including toll revenue of E22.1 million), marking an increase of 10.6% (8.8% on a constant exchange rate basis) compared with the same period of EBITDA of E17.5 million is up 16.5% (14.7% on a constant exchange rate basis) compared with the same period of 2012 (E15.0 million). (3) The remaining 50% is held by Ascendi-Mota Engil. 43

44 2. Report on operations France Ecomouv On 20 October 2011 Autostrade per l Italia, via the project company, Ecomouv Sas (in which it holds a 70% interest) signed a partnership agreement with the French Ministry of Ecology, Sustainable Development and Transport (MEDDTL) for the construction and operation of a compulsory satellite-based tolling system for heavy vehicles weighing over 3.5 tonnes on approximately 15,000 km of the country s road network (the so-called Eco-Taxe Poids Lourds project). The contract envisages total investment of approximately E650 million and total revenue of E2.8 billion over the 13 years and 3 months of the concession term. There will be an initial 21-month design and construction phase, followed by operation and maintenance of the tax collection system for 11 and a half years. As part of the design and construction phase, in the first half of 2013 Ecomouv completed work, relating primarily to development of the tolling system, the central system and the control system, amounting to E148.7 million. More information on the overall timing of the project is provided in the section Significant regulatory aspects and litigation. United States of America Electronic Transaction Consultants Electronic Transaction Consultants (ETC) is the leading US provider of systems integration, hardware and software maintenance, customer services and consultancy in the field of free-flow electronic tolling systems. Via its subsidiary, Autostrade dell Atlantico, Autostrade per l Italia holds a 61.41% interest in the company. ETC generated revenue of E22.8 million in the first half of 2013, marking a decrease of 2.2% (down 0.8% on a constant exchange rate basis) compared with the same period of 2012 (E23.3 million). Negative EBITDA of E0.8 million marks a deterioration with negative EBITDA of E0.3 million for the same period of Information on the dispute with the Miami-Dade Expressway Authority ( MDX ) is provided in the section Significant regulatory aspects and litigation note 10.5 to the condensed interim financial statements. India Pune-Solapur Expressways Private Limited On 17 February 2009 Atlantia, in consortium (50%) with TRIL Roads Private Limited, a Tata group company, was awarded a 21-year concession for the 110 km Pune-Solapur section of motorway in the Indian state of Maharashtra. On 4 February 2013 the first 85 km of the Pune-Solapur section of motorway to be completed entered service. Work on widening the remaining 25 km of motorway from two to four lanes is nearing completion. On 5 May 2013 A&T Road Construction Management and Operation Private Limited, a company 50% owned by the Atlantia Group and 50% owned by the Tata group, was established. The company will be the vehicle responsible for operation and maintenance on behalf of the operator, Pune Solapur. 44

45 Workforce Workforce As at 30 June 2013 the Group employs 11,442 staff on permanent contracts and 504 temporary staff, resulting in a total workforce of 11,946, with 9,093 employed in Italy and 2,853 by overseas companies. This is down 46 (0.4%) on the 11,992 of 31 December The change in permanent staff (up 31) primarily reflects events at the following Group companies: Ecomouv (up 73), reflecting the recruitment of staff for the Metz contact centre; Giove Clear (up 20) due to the progressive increase in operating personnel; the Brazilian companies (up 14) due to an increase in personnel to carry out routine maintenance; Autostrade Tech (up 9) following the conversion of 8 temporary contracts and recruitment of one permanent member of staff; Electronic Transaction Consultants (up 8), reflecting an increase in permanent staff following a significant reduction in the use of agency staff; the Chilean companies (down 38) due to a reduction in staff following the centralization of operations; Italian operators (down 38) following a reduction in toll collectors, above all at Autostrade per l Italia; Pavimental (down 14) due to a freeze on new recruitment and early retirement incentives. The change in temporary staff (down 77) primarily reflects changes at the following Group companies: Spea (down 48), the Chilean companies (down 12), Pavimental (down 8) due to the non-renewal of contracts expiring; Autostrade Tech (down 8) following conversions to permanent contracts. The average workforce (including temporary staff) is up from 10,755 in the first half of 2012 to 11,352 for the first half of 2013, marking an overall increase of 597 (up 5.6%). The increase primarily reflects: first-time consolidation of the new Chilean operators (up 348 on average) and the new Brazilian operators (up 729 on average); recruitment of personnel to staff Ecomouv s contact centre (up 37); the expansion of Giove Clear s operations (up 29 on average); a reduction in temporary staff, a freeze on recruitment and use of ordinary and extraordinary income support and solidarity contracts by Pavimental (down 160 on average); a reduction in staff at Italian operators (down 136 on average) following a reduction in toll collectors, above all at Autostrade per l Italia (down 126 on average), due to a freeze on recruitment of new toll collectors; a reduction in temporary contracts and reduced use of agency staff at Spea (down 82 on average); reduced use of agency staff at Electronic Transaction Consultants (down 81 on average); deconsolidation of Port Mobility (down 40 on average); the non-renewal of temporary contracts at EsseDiEsse (down 34 on average); deconsolidation of Biuro Centrum from the Stalexport Autostrady group (down 30 on average). 45

46 2. Report on operations Staff costs (before deducting capitalised expenses), of E343.3 million are up E4.7 million (1.4%) on the same period of 2012 (E338.6 million). After stripping out the contribution from the new Chilean and Brazilian companies and the deconsolidation of Port Mobility, staff costs are down E4.8 million (1.4%), reflecting: a) the decrease of 296 (2.8%) in the average workforce (down by an average of 336 including Port Mobility); b) an increase in the average unit cost (up 2.2%), primarily due to: 1) the impact of the contract renewal for the period and the current renewal for Italian motorway operators; 2) reductions in the use of variable employees; c) a 0.8% reduction in other staff costs, primarily due to reduced use of temporary staff (a reduction of 144 staff on average). Capitalised staff costs total E42.6 million for the first half of 2013, compared with the E46.3 million of the first half of Permanent staff Position INCREASE/(DECREASE) Total % Senior managers (4) -1.9 Middle managers (11) -1.4 Administrative staff 4,801 4, Manual workers 2,235 2,240 (5) -0.2 Toll collectors 3,415 3,423 (8) -0.2 Total 11,442 11, Temporary staff Position INCREASE/(DECREASE) Total % Senior managers Middle managers Administrative staff (81) Manual workers (14) -5.6 Toll collectors Total (77) Average workforce (1) Position H H (2) INCREASE/(DECREASE) Total % Senior managers Middle managers Administrative staff 4,846 4, Manual workers 2,231 2, Toll collectors 3,279 2, Total 11,352 10, (1) Includes agency staff. (2) The figure includes the workforce of Port Mobility, deconsolidated in

47 Related party transactions Related party transactions Information on related party transactions is provided in note 10.4 to the condensed interim financial statements. 47

48 2. Report on operations Significant regulatory aspects and litigation Detailed information on significant regulatory aspects and litigation is provided in note 10.5 to the condensed interim financial statements, an extract of which is provided below. Five-yearly update of financial plan In accordance with the terms of its Single Concession Arrangement, Autostrade per l Italia submitted the documentation comprising the five-yearly update of its financial plan to the Grantor on 28 September Whilst awaiting completion of the related approval process, the CIPE (the Interministerial Economic Planning Committee) passed Resolution 27/2013 of 21 March 2013, establishing that the five-yearly update of the financial plan must, for all operators, take place within 30 June of the year following the five-year period. As a result, Autostrade per l Italia submitted the documentation comprising the proposed five-yearly update of its financial plan to the Grantor on 28 June The process of updating the financial plan is still in progress at the date of approval of this Consolidated Interim Report. Claim for damages from the Ministry of the Environment On 26 March 2013 the Ministry of the Environment filed a civil claim in connection with a criminal case pending before the Court of Florence. The case, which dates back to 2007 and relates to events in 2005, involves two of Autostrade per l Italia s managers and another 18 people from contractors, and regards alleged violations of environmental laws during construction of the Variante di Valico. The Ministry is claiming equivalent damages of approximately E800 million for joint liability of the accused. The Ministry s claim was notified to Autostrade per l Italia on 10 April. The Public Prosecutor s investigation centres around categorisation of the materials produced during excavation of the tunnels forming part of the motorway infrastructure as waste - consisting of spoil removed as work on boring the tunnel proceeds, mixed with other waste materials from construction and demolition containing hazardous substances. The Public Prosecutor s Office claims that, as a result, the conduct of Autostrade per l Italia s managers and the contractors carrying out the work was illegal, given that these materials were then used in constructing motorway embankments and in the landscaping work included in the designs and approved by the relevant authorities. Based in part on opinions obtained from Autostrade per l Italia s advisors, the company notes the following: in supervising execution of the above works and, in particular, in handling the resulting excavation material, Autostrade per l Italia has always acted in consultation with the government bodies and local authorities with responsibility for the related controls, as required by the Unified Standards, dated 48

49 Significant regulatory aspects and litigation 8 August 2008, for the treatment of soil and rocks from excavation work, containing specific procedures for the handling of these materials; the method used for the works in question was confirmed by Ministerial Decree 161/2012, which clarifies the conditions to be met before soil and rocks from excavation work can be reused as by-products, confirming what was agreed with the Ministry of the Environment in the above Unified Standards on 8 August The above decree also establishes limits on the amount of pollutants contained for the purposes of reuse in motorway infrastructure, limits with which the materials in question complied, as certified by a technical expert provided by the Engineering Department of the University of Roma 3; it should also be noted that the abnormally large claim for equivalent damages, presented during the criminal trial (in place of any prior attempts at environmental recovery), appears not to be compliant with Italian legislation or with EU Directive 2004/35/EC. In respect of which, the European Commission indeed initiated infringement proceedings against Italy in 2007 (no. 2007/4679), confirmed on 27 January 2012 with a complementary reasoned opinion; however, in the remote likelihood that the court should find the two managers liable, the company believes that any recovery work would be limited. Autostrade per l Italia, therefore, in part based on the uniform opinions issued by its legal advisors, deems the claim to be without grounds and as a result, in view of the remoteness of the risk, has not deemed it necessary to make any provision in its financial statements. At the hearing held on 25 June 2013, Autostrade per l Italia appeared before the court as the civil defendant. The hearing was adjourned until 27 September 2013, partly in order to rule on the objections raised by the defence. It is expected that judgement at first instance will be pronounced by the end of Ecomouv The project execution schedule - which envisaged that the system would be commissioned on 20 July has in part been revised, also to take account of changes to the legislation governing collection of the tax (the Guide des Procédures version 2.0, published in August 2012), and amendments to legislation cancelling the pilot phase due to take place in Alsace (April 2013), as well as the Minister of Transport s decision to conduct nationwide, voluntary trials and to commission the system on 1 October The various phases involved in the government s testing the system developed by Ecomouv began in April 2013 and are at an advanced stage, in line with the goal of commissioning the system by the above date. The start-up of nationwide, voluntary trials is due to take place at the same time as operational tests due to begin in August Potential risks relating to possible delays in commissioning the system primarily regard (i) receipt of validation of the collection and control chains, which could be affected by the time required by the relevant independent 49

50 2. Report on operations bodies and (ii) growing hostility towards the tax concerned among road hauliers, in part caused by the current economic crisis, and potential political decisions in response to any resulting protests. The ministers involved currently remain committed to maintaining the project schedule. In particular, on 17 July 2013 the Budget Minister signed the Mandat de Commissionnement, authorising Ecomouv to collect the ecotax on heavy vehicles on behalf of the French state and, on 19 July 2013, the Minister of Transport authorised the start-up of registration of taxpayers who intend to pay the tax by the companies specifically appointed by decree to act on behalf of the government (the Société Habilitée de Télépéage, or SHT, which include the subsidiary, Telepass). However, in the early weeks of the registration process, the number of completed registration forms submitted by the SHTs was far lower than they had previously estimated and the failure to provide the necessary information and documents, or the inaccuracy of the information provided, has resulted in the rejection of a high proportion of the forms. The limited number of contracts entered into with the SHTs is, however, mainly due to the conduct of road hauliers who, despite the importance given to the ecotax in the specialist media, and the communication initiatives put in place by Ecomouv and the SHTs, are still not fully aware of the obligatory nature of the tax. It is reasonable to assume, therefore, that most road hauliers will wait until September before entering into a contract that will enable them to equip themselves with the necessary onboard units, potentially putting the date for roll out of the system in doubt. Chile On 26 June 2013 Costanera Norte and the grantor signed the final agreement for the implementation of an investment programme named Programma SCO (Santiago Centro Oriente). The agreement now has to be ratified by a decree to be issued by the country s President. The programme covers seven projects designed to eliminate the principal bottlenecks on the section operated under concession. The total value of the work to be carried out is 230 million pesos (approximately E360 million) and work is expected to be completed in mid The agreement envisages that the operator will receive specific payment from the grantor in return for the above construction services, including a final payment at the expiry of the concession term designed to guarantee a minimum return, and a share of the increase in revenue deriving from the installation of new tollgates. Work on the first three projects, with a value of approximately E40 million and previously approved as priority works, began in February Work on the other four projects is expected to start around the end of 2013 and the beginning of Brazil Following the recent civil unrest in the country, at the end of June 2013 the Governor of the State of São Paulo decided to delay introduction of the motorway toll increases due to be applied from 1 July 2013 in order to bring tolls into line with the inflation rate for the last 12 months (equal to 6.5%). In a resolution dated 27 June 2013, the Public Transport Services Regulator for the State of São Paulo (ARTESP) has, however, devised a compensation package for operators in order to maintain the financial conditions of the arrangements. The compensation package is subject to approval by the São Paulo state government. Should the above compensation not be sufficient to maintain the financial conditions of the arrangements, the concession arrangements provide for compensation via an extension of the concession term for a period to be calculated on the basis of the discount rate originally provided for in the arrangements. On 13 July 2013 ARTESP used the Official Gazette to announce its decision to proceed with an investigation of all ten operators in the State of São Paulo that agreed Addenda and Amendments with ARTESP, which were signed and approved in The agreed changes were designed to extend the concession terms to compensate, among other things, for the expenses incurred as a result of taxes introduced after the concessions were granted. The Addenda and Amendments of 2006 were negotiated and signed by ARTESP on the basis of 50

51 Significant regulatory aspects and litigation favourable opinions issued by the Regulator s own technical, legal and finance departments. The Addenda and Amendments were then examined by specific oversight bodies from the Ministry of Transport and the Court of Auditors of the State of São Paulo, which confirmed their full validity. The operators concerned, which include Triangulo do Sol and Rodovias das Colinas, and industry insiders, including banks, believe that the risk of a unilateral revision of the Addenda and Amendments is remote. This view is backed up by a number of unequivocal legal opinions provided by leading experts in administrative law and regulation. ARTESP is contesting the fact that the compensation was calculated on the basis of forecasts in the related financial plans as, moreover, provided for in the concession arrangements, and not on the basis of actual data. 51

52 2. Report on operations Merger of Atlantia and Gemina On 30 April 2013 the Annual General Meeting (AGM) of the Company s shareholders, meeting in extraordinary session, voted to approve the plan for the merger of Gemina with and into Atlantia, as approved by the Boards of Directors of the respective companies on 8 March 2013, and to thus proceed with the merger of Gemina SpA with and into Atlantia SpA in accordance with the terms and conditions set out in the plan. As a result, the AGM approved an increase in the issued capital of the acquirer, Atlantia, via the issue of up to 164,025,376 new ordinary shares with a total par value of up to E164,025, The new shares will have a par value of E1.00 each and will be issued in application of the exchange ratio (1 ordinary share in Atlantia for every 9 ordinary/savings shares in Gemina) and the procedures for allocating the shares provided for in the merger plan. The AGM thus voted to adopt, from the date on which the merger is effective in respect of third parties, the necessary amendments to the articles of association. On 29 April Atlantia informed Gemina that, in connection with case 9149/2007 brought by the Public Prosecutor s Office in Florence, the Ministry of the Environment has filed a civil claim for damages of E810 million. In addition, prior to the extraordinary general meetings of the shareholders of the two companies involved in the merger, on 30 April Atlantia provided Gemina with a copy of the legal opinion issued by the Marchiolo law firm, which expresses the firm conviction that the risk of a negative outcome is extremely remote, if not entirely non-existent. On the same date Gemina, in responding to the letter from Atlantia, announced that it had informed those attending its extraordinary general meeting. The company also stated that its Board of Directors, meeting after the general meeting, had authorised the Chairman and CEO to conduct all the checks held to be necessary or opportune, including via the subsequent appointment of experts to enable the company to assess any eventual impact on the agreed share exchange ratio. Information on this matter was also provided during the AGM of Atlantia s shareholders. Following the above analysis, conducted in part by a panel of experts specifically appointed by Gemina, on 20 June 2013 Gemina s Board of Directors concluded that the potential risk of a negative outcome for Autostrade per l Italia was not sufficient to require a revision of the exchange ratio set out in the Merger Plan and approved by the respective general meetings of April At the same meeting Gemina s Board of Directors asked the Chairman and the Chief Executive Officer to engage in discussions with Atlantia to determine whether some form of legal protection to safeguard the interests of Gemina and all of its shareholders can be put in place to mitigate, whilst leaving the share exchange ratio unchanged, the potential risk of a decrease in the economic value of Atlantia s capital should an adverse ruling be handed down against Autostrade per l Italia as a result of the above proceedings or of a subsequent civil claim for damages. As a result of the above discussions, involving the companies legal and financial advisors and conducted in compliance with the companies respective procedures for related party transactions, on 28 June 2013 the Boards of Directors of Atlantia and Gemina, with the consent obtained from the relevant corporate bodies in accordance with such procedures, approved the inclusion of an additional provision in the Plan for the Merger of Atlantia and Gemina envisaging, at the same time as the issue of the shares to service the Merger exchange ratio, the grant free of charge of Contingent Value Rights to the holders of Gemina s ordinary and savings 52

53 Merger of Atlantia and Gemina shares, who will receive Atlantia ordinary shares on the effectiveness of the Merger in the ratio of 1 Contingent Value Right for each Atlantia Ordinary Share received under the terms of the Merger. Thus, in addition to the above-mentioned issue of new shares already approved by the Extraordinary General Meeting of Atlantia s shareholders on 30 April 2013 to service the exchange ratio, the shareholders will be asked to approve a further issue of new shares with a total par value of up to E18,455,815 via the issue of up to 18,455,815 new ordinary shares with a par value of E1.00 each, to be irrevocably allotted to service the Contingent Value Rights issued at the same time, as a consequence amending article 6 of the Articles of Association. The additional provision to be included in the Merger Plan, the issue of Contingent Value Rights and the further issue of new shares will be submitted for approval to the Extraordinary General Meetings of the shareholders of Gemina and Atlantia called for 8 August 2013 in first call and for 9 August 2013 in second call, and for approval, pursuant to article 146, section 1.b) of the Consolidated Finance Act, to the special general meeting of the holders of Gemina s savings shares called for 7 August 2013 in first call and for 8 August 2013 in second call. The terms of the Merger relating to the issue of the Contingent Value Rights and the consequent additional provision in the Merger Plan are governed by an Addendum to the Merger Agreement between Gemina and Atlantia dated 8 March 2013, signed by Atlantia and Gemina on 28 June At the date of the approval of this Consolidated Interim Report, all but one of the conditions precedent provided for in the Merger Plan have been fulfilled. Completion of the Merger is, therefore, subject to fulfilment of the remaining condition set out in the Merger Plan (the absence, within the date set for execution of the Merger Deed, of any acts or rulings by judicial and administrative authorities having an impact on the entire validity and/or effectiveness of the Merger, or even a partial impact, provided that, in the latter case, the impact is significant and, in any event, such as to alter the risk profile or valuations on which determination of the Exchange ratio has been based: regarding (i) the ADR Agreement and/or its content, (ii) the Approval Decree, (iii) the planning agreement signed by ENAC and ADR, or (iv) resolution 38 of 19 October 2012 passed by the Board of Directors of ENAC), in addition to approval by the above Extraordinary General Meetings of the shareholders of Atlantia and Gemina. The Merger is expected to be completed at the latest by 31 December

54 2. Report on operations Other information Treasury shares As at 30 June 2013 Atlantia SpA holds 13,144,295 treasury shares, representing approximately 2.0% of its issued capital. There were no purchases or sales during the first half of 2013, except for the allocation of 141,321 treasury shares to beneficiaries exercising options granted under Atlantia s share option plans. Exemption from disclosure requirements On 17 January 2013 a meeting of Atlantia SpA s 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. 54

55 Events after 30 June 2013 Events after 30 June 2013 No material events have taken place after 30 June 2013 in addition to those described in note

56 2. Report on operations Outlook and risks or uncertainties As a result of the continuing weakness of the macroeconomic environment in Italy, we do not expect to see appreciable improvements in the Group s operating results compared with the previous year in Italy, whilst we expect to see a growing contribution from the Group s overseas operations (linked to the full-year contribution of the companies consolidated for the first time in 2012 and to positive traffic trends). 56

57 Outlook and risks or uncertainties (This page intentionally left blank) 57

58

59 Condensed interim financial statements 3

60 3. Condensed interim financial statements Consolidated financial statements Consolidated statement of financial position ASSETS (E000) Note Non-current assets Property, plant and equipment , ,777 Property, plant and equipment 204, ,186 Property, plant and equipment held under finance leases 3,196 3,455 Investment property 1,110 1,136 Intangible assets ,485,572 21,104,722 Intangible assets deriving from concession rights 16,061,483 16,680,611 Goodwill and other intangible assets with indefinite lives 4,382,789 4,382,789 Other intangible assets 41,300 41,322 Investments , ,397 Investments accounted for at cost or fair value 10,443 22,630 Investments accounted for using the equity method 91,147 96,767 Other non-current financial assets 7.4 2,201,182 1,933,979 Non-current financial assets deriving from concession rights 1,176,929 1,037,731 Non-current financial assets deriving from government grants 251, ,958 Non-current term deposits convertible 311, ,729 Non-current derivative assets 4,960 - Other non-current financial assets 456, ,561 Deferred tax assets less deferred tax liabilities eligible for offset 7.5 1,855,128 1,911,544 Other non-current assets 7.6 7,536 2,071 Total non-current assets 24,859,992 25,305,490 Current assets Trading assets 7.7 1,227,335 1,153,207 Inventories 54,492 62,107 Contract work in progress 28,556 31,338 Trade receivables 1,144,287 1,059,762 of which due from related parties 64,743 43,108 Cash and cash equivalents 7.8 2,553,726 2,811,230 Cash 416, ,988 Cash equivalents 2,136,790 2,341,242 Other current financial assets , ,530 Current financial assets deriving from concessions 387, ,516 Current financial assets deriving from government grants 27,772 23,784 Current term deposits convertible 220, ,042 Derivative assets Current portion of medium/long-term financial assets 113, ,958 of which due from related parties 110, ,000 Other current financial assets 45,360 41,230 Current tax assets , ,131 of which due from related parties 18,313 18,035 Other current assets , ,452 Non-current assets held for sale and related to discontinued operations ,020 17,436 Total current assets 4,904,772 5,184,986 total ASSETS 29,764,764 30,490,476 60

61 Consolidated financial statements EQUITY AND LIABILITIES (E000) Note Equity Equity attributable to owners of the parent 3,814,477 3,818,698 Issued capital 661, ,828 Reserves and retained earnings 3,078,970 2,772,372 Treasury shares -213, ,644 Profit/(Loss) for the period net of interim dividends 287, ,142 Equity attributable to non-controlling interests 1,661,598 1,707,983 Issued capital and reserves 1,626,968 1,690,041 Profit/(Loss) for the period net of interim dividends 34,630 17,942 Total equity ,476,075 5,526,681 Non-current liabilities Non-current portion of provisions for construction services required ,904,337 4,321,448 by contract Non-current provisions ,060,694 1,150,379 Provisions for employee benefits 144, ,420 Provisions for repair and replacement obligations 889, ,706 Other provisions 27,148 29,253 Non-current financial liabilities ,917,574 14,438,434 Bond issues 8,665,302 10,164,627 Medium/long-term borrowings 3,839,146 3,867,335 Non-current derivative liabilities 369, ,232 Other non-current financial liabilities 43,781 40,240 Deferred tax liabilities not eligible for offset ,097 1,011,814 Other non-current liabilities , ,249 Total non-current liabilities 18,953,810 21,028,324 Current liabilities Trading liabilities ,214,021 1,427,972 Contract work in progress Trade payables 1,213,824 1,427,342 of which due to related parties 10,500 14,812 Current portion of provisions for construction services required by contract , ,812 Current provisions , ,935 Provisions for employee benefits 16,887 17,376 Provisions for repair and replacement obligations 194, ,963 Other provisions 79,717 59,596 Current financial liabilities ,802,334 1,357,386 Bank overdrafts 2, Short-term borrowings 1,760 - Current derivative liabilities Intercompany current account payables due to unconsolidated Group 18,135 24,794 companies Current portion of medium/long-term financial liabilities 2,778,945 1,293,088 Other current financial liabilities 1,127 39,266 Current tax liabilities ,481 20,698 Other current liabilities , ,668 Total current liabilities 5,334,879 3,935,471 total LIABILITIES 24,288,689 24,963,795 total EQUITY AND LIABILITIES 29,764,764 30,490,476-61

62 3. Condensed interim financial statements Consolidated income statement (E000) Note H H REVENUE Toll revenue 8.1 1,681,745 1,562,935 Revenue from construction services , ,095 Contract revenue ,172 25,090 Other operating income , ,599 of which from related parties 35,438 36,681 total REVENUE 2,357,344 2,354,719 COSTS Raw and consumable materials , ,107 Purchases of materials -139, ,857 Change in inventories of raw and consumable materials and goods -6,056 4,750 Service costs , ,618 Gain/(Loss) on sale of elements of property, plant and equipment 67 6 Staff costs , ,121 Other operating costs , ,393 Concession fees -203, ,682 Lease expense -9,913-10,606 Provisions/Use of provisions for repair and replacement obligations 12,652 7,623 Other provisions/use of other provisions -21,872-18,875 Other operating costs -24,308-34,853 Use of provisions for construction services required by contract , ,638 Amortisation and depreciation -351, ,754 Depreciation of property, plant and equipment ,725-28,188 Amortisation of intangible assets deriving from concession rights , ,338 Amortisation of other intangible assets 7.2-9,696-10,228 (Impairment losses)/reversals of impairment losses ,619-7,966 total COSTS -1,473,586-1,534,315 OPERATING PROFIT 883, ,404 62

63 Consolidated financial statements (E000) Note H H Financial income , ,187 Financial income from discounting to present value of concession rights and government grants 45,248 14,273 Dividends received from investee companies Other financial income 103, ,851 of which non-recurring - 198,120 Financial expenses , ,242 Financial expenses from discounting to present value of provisions for construction services required by contract and other provisions -47,843-72,901 Other financial expenses after government grants -465, ,341 Foreign exchange gains/(losses) ,838 FINANCIAL INCOME/(EXPENSES) -364, ,893 Share of (profit)/loss of associates and joint ventures accounted for using the equity method ,043 1,425 PROFIT BEFORE TAX FROM CONTINUING OPERATIONS 516, ,936 Income tax (expense)/benefit , ,771 Current tax expense -155, ,997 Differences on current tax expense for previous years 3, Deferred tax income and expense -43,565-13,300 PROFIT/(LOSS) FROM CONTINUING OPERATIONS 320, ,165 Profit/(Loss) from discontinued operations ,094 PROFIT FOR THE PERIOD 321, ,259 of which: Profit attributable to owners of the parent 287, ,805 Profit attributable to non-controlling interests 34,630 3,454 (E) H H Basic earnings per share attributable to owners of the parent of which: - continuing operations discontinued operations Diluted earnings per share attributable to owners of the parent of which: - continuing operations discontinued operations

64 3. Condensed interim financial statements Consolidated statement of comprehensive income (E000) Note H H Profit for the period (A) 321, ,259 Fair value gains/(losses) on cash flow hedges 43,233-41,589 Fair value gains/(losses) on net investment hedges ,361 Gains/(losses) from translation of transactions in functional currencies other than the euro Gains/(Losses) from translation of transactions in functional currencies other than the euro concluded by associates and joint ventures accounted for using the equity method -153,774 8,248-2,434 2,442 Other fair value gains/(losses) Other comprehensive income/(loss) for the period reclassifiable to profit or loss, after related taxation (B) Gains/(Losses) from actuarial valuations of provisions for employee benefits Other comprehensive income/(loss) for the period not reclassifiable to profit or loss, after related taxation (C) Total other comprehensive income/(loss) for the period, after related taxation (D = B + C) -112,117-41, ,855-41,273 Comprehensive income for the period (A + D) , ,986 of which: - attributable to owners of the parent 247, ,622 - attributable to non-controlling interests -38,535-4,636 Statement of changes in consolidated equity (E000) Equity attributable to owners of the parent Issued capital Cash flow hedge reserve Net investment hedge reserve Balance as at 31 December ,312 40,989 - Comprehensive income for the period - -38,566-10,361 Owner transactions and other changes Bonus issue 31, Final dividend approved Retained earnings for previous year Changes in the basis of consolidation, capital contributions, reclassifications and other minor changes Balance as at 30 June ,828 2,350-10,361 Balance as at 31 December ,828-46,635-37,593 Comprehensive income for the period - 39, Owner transactions and other changes Final dividend approved Retained earnings for previous year Exercise of options awarded under share-based incentive plans Changes in the basis of consolidation, capital contributions, reclassifications and other minor changes Balance as at 30 June ,828-6,892-36,735 64

65 Consolidated financial statements Reserve for translation differences on transactions in functional currencies other than the euro Reserve for associates and joint ventures accounted for using the equity method Equity attributable to owners of the parent Other reserves and retained earnings Treasury shares Profit/(loss) for period Total Equity ATTributable TO non-controlling interests ToTAL equity ATTributable to owners of the parent and non-controlling interests -9,285 20,696 2,419, , ,222 3,565, ,555 4,030,553 13,315 2, , ,622-4, , , , ,506-13, , , , ,569-23,624 34, , , ,063 10, ,860, , ,805 3,819, ,111 4,666,399-7,571-2,751 2,866, , ,142 3,818,698 1,707,983 5,526,681-77,155-2, , ,339-38, , , ,636-8, , , , ,294-1,659-1, ,133 1, ,063-84,726-6,318 3,213, , ,029 3,814,477 1,661,598 5,476,075 65

66 3. Condensed interim financial statements Consolidated statement of cash flows (E000) Note H H CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Profit for the period 321, ,259 Adjusted by: Amortisation and depreciation 351, ,754 Provisions 11,460 14,280 Financial expenses from discounting to present value of provisions 47,843 73,321 for construction services required by contract and other provisions Impairment losses/(reversal of impairment losses) on non-current 13, ,698 financial assets and investments accounted for at cost or fair value Share of (profit)/loss of associates and joint ventures accounted ,043-1,425 for using the equity method Impairment losses/(reversal of impairment losses) and adjustments of other non-current assets (Gain)/Loss on sale of non-current assets ,027 Net change in deferred tax (assets)/liabilities 43,989 13,234 Other non-cash costs/(income) -12,386-32,876 Change in working capital and other changes -256, ,206 Net cash generated from/(used in) operating activities (A) , ,177 CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES Investment in assets held under concession , ,205 Government grants related to assets held under concession 19,550 21,711 Increase in financial assets deriving from concession rights (related 170, ,099 to capital expenditure) Purchases of property, plant and equipment ,982-21,640 Purchases of intangible assets 7.2-9,797-10,932 Purchase of investments, net of unpaid called-up issued capital -1,488-26,878 Purchase of new consolidated investments, net of cash acquired ,486 Proceeds from sales of property, plant and equipment, intangible assets ,788 and unconsolidated investments Proceeds from sales of consolidated investments, after cash and cash equivalents transferred Net change in other non-current assets -5,750 1,513 Net change in current and non-current financial assets not held -191, ,704 for trading purposes Net cash generated from/(used in) investing activities (B) ,645-1,561,810 CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Dividends paid -261, ,660 Contributions from non-controlling shareholders 629 2,349 Proceeds from transfer of treasury shares due to exercise of rights 1,659 - under share-based incentive plans New non-controlling shareholder loans Issuance of bonds 720,748 1,329,994 Increase in medium/long-term borrowings (excluding finance lease 213, ,370 liabilities) Increase in finance lease liabilities - 16 Bond redemptions , ,627 Repayments of medium/long-term borrowings (excluding finance lease , ,860 liabilities) Payment of finance lease liabilities Net change in other current and non-current financial liabilities -149, ,818 Net cash generated from/(used in) financing activities (C) ,037 1,117,923 Net effect of foreign exchange rate movements on net cash -18, and cash equivalents (D) Increase/(Decrease) in cash and cash equivalents (A + B + C + D) , ,350 NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,786, ,365 NET CASH AND CASH EQUIVALENTS AT END OF PERIOD 2,533, ,015 66

67 Consolidated financial statements Additional information on the statement of cash flows (E000) Note H H Income taxes paid 58, ,932 Interest income and other financial income collected 81, ,038 Interest expense and other financial expenses paid 501, ,776 Dividends received Foreign exchange gains collected Foreign exchange losses incurred Reconciliation of net cash and cash equivalents (E000) Note H H NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,786, ,365 Cash and cash equivalents 7.8 2,811, ,900 Bank overdrafts repayable on demand ,157 Intercompany current account payables due to unconsolidated Group companies ,794-41,436 Cash and cash equivalents related to discontinued operations - 58 Bank overdrafts related to discontinued operations - - NET CASH AND CASH EQUIVALENTS AT END OF PERIOD 2,533, ,015 Cash and cash equivalents 7.8 2,553, ,593 Bank overdrafts repayable on demand ,367-13,922 Intercompany current account payables due to unconsolidated Group companies ,135-33,210 Cash and cash equivalents related to discontinued operations - 1,554 67

68 3. Condensed interim financial statements Notes 1. Introduction The Atlantia Group s core business is the operation of motorways under 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 sections of motorway in Italy and overseas. Further information on the Group s concession arrangements is provided in note 4. The Group s activities are not, on the whole, affected by seasonal differences between the first and second halves of the year. The Parent Company, Atlantia SpA, listed on the Milan Stock Exchange, operates solely as a holding company. It is responsible for developing growth and financial strategies in the infrastructure sector, but does not have a direct operational role. The Company s registered office is in Rome, at Via Nibby, 20. The Company does not have branch offices. The duration of the Company is currently until 31 December At the date of preparation of these condensed interim financial statements Sintonia SpA is the shareholder that holds a relative majority of the issued capital of Atlantia SpA. Sintonia SpA, which is in turn a subsidiary of Edizione Srl, does not exercise management and coordination of Atlantia SpA. These condensed interim financial statements were approved by the Board of Directors of Atlantia SpA at its meeting of 1 August Basis of preparation The condensed interim financial statements as at and for the six months ended 30 June 2013 have been prepared on the assumption that the Parent Company and consolidated companies are going concerns. They have been prepared pursuant to paragraphs 2 and 3 of article 154-ter Financial Reports of the Consolidated Finance Act. The condensed 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, in application of paragraph 3 of article 9 of Legislative Decree 38/2005, regarding the preparation of financial statements have been taken into account. The condensed 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 68

69 Notes convention, with the exception of those items that are required by IFRS to be recognised at fair value, as explained in the notes to the relevant items in the consolidated financial statements as at and for the year ended 31 December Compared with the consolidated annual report, a summary of the basis of presentation of the condensed financial statements has been provided, in compliance with IAS 34. For a more complete description, these condensed interim financial statements should, therefore, be read in conjunction with the consolidated financial statements as at and for the year ended 31 December The statement of financial position is based on the format that separately discloses current and non-current assets and liabilities, whilst 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 Framework for the Preparation and Presentation of Financial Statements, and no events have occurred that would require exemptions pursuant to paragraph 19 of IAS 1. CONSOB Resolution of 27 July 2006 requires that, in addition to the specific requirements of IAS 1 and other IFRS, financial statements must, where material, include separate sub-items providing (i) disclosure of amounts deriving from related party transactions; and, with regard to the income statement, (ii) separate disclosure of income and expenses deriving from events and transactions that are non-recurring in nature, or transactions or events that do not occur on a frequent basis during the normal course of business. The consolidated accounts therefore show amounts relating to the main related party transactions, in addition to the nonrecurring financial income regarding first half 2012 described in note It should be noted that no non-recurring, atypical or unusual transactions were entered into during the first half of 2013, either with third or related parties. All amounts are shown in thousands of euros, unless otherwise stated. The euro is both functional and presentation currency of the Parent Company and its main subsidiaries. Each component of the consolidated financial statements is compared with the corresponding amount for the comparative reporting period. To this end, as fully described in note 6.1, following completion of the process of identifying the fair value of the assets acquired and the liabilities assumed as a result of the acquisition of control of Autostrade Sud America, Atlantia Bertin Concessões and its subsidiaries, amounts in the statement of financial position as at 31 December 2012, in application of IFRS 3, have been restated with respect to the previously published amounts, and, with regard to the Chilean companies, the effects on profit and loss related to amounts in the statement of financial position restated as at 1 April 2012 have been recognised in the first half of Accounting standards applied The accounting standards and policies applied in preparation of the condensed interim financial statements as at and for the six months ended 30 June 2013 are consistent with those applied in preparation of the consolidated financial statements as at and for the year ended 31 December 2012, to which reference should be made for a description of the relevant accounting standards and policies. The accounting standards applied in the preparation of this document are unchanged with respect to those adopted in the preparation of the consolidated financial statements as at and for the year ended 31 December 2012, as no new standards, interpretations, or amendments to existing standards, having a material effect on the Atlantia Group s consolidated financial statements, became effective in the first half of The Atlantia Group was required to apply the following amendments to existing accounting standards and interpretations from 1 January 2013: a) IAS 1 - Presentation of Financial Statements. The items included in the comprehensive income are presented by nature and classified into two categories: (i) those that will be reclassified to profit or loss to certain conditions required by IFRS, (ii) and those that will never be reclassified to profit or loss. Related income taxes are allocated on the same basis; 69

70 3. Condensed interim financial statements b) IAS 12-Income Taxes. Amendments to IAS 12 introduce the presumption that deferred taxes relating to investment property, property, plant and equipment and intangible assets carried at fair value will be fully reversed on sale of the asset unless there is unambiguous proof that such recovery has been through use; c) IAS 19-Employee Benefits. Amendments are as follow: (i) immediate recognition of all actuarial gains and losses in other comprehensive income at the reporting date. As a consequence, the option to defer recognition of such gains and losses in application of the corridor method and the option to recognise them in the income statement is no longer permitted; (ii) any past service costs arising from changes to plans must be recognised in the year in which the plan was changed making it no longer possible for such costs to be deferred to future service years; (iii) any benefit entailing a service obligation subsequent to the termination of employment may not be classified as a termination benefit with the consequent reduction in the number of settlements that can be included in this category. Furthermore, an obligation to pay termination benefits may only be recognised to the extent that the entity also recognised the relative restructuring costs or when it is not possible to avoid offering termination benefits. This could result in the recognition of such benefits subsequent to date required by the original standard; d) IFRS 7-Financial Instruments. Amendments to IFRS 7 require disclosures on effects and potential effects related to set-offs of financial assets and financial liabilities recognized by a company in application of IAS 32; e) IFRS 13-Fair value measurement. Following amendments have an impact for the Group: (i) disclosures regarding the three levels in the fair value hierarchy, currently required only by IFRS 7 for financial instruments, have been extended by IFRS 13 to include all assets and liabilities measured at fair value in an entity s financial statements; (ii) in calculating the fair value of a financial asset it is necessary to include a fair value adjustment to take account of counterparty credit risk, defined as a CVA, or credit valuation adjustment. This credit risk must be quantified on the same basis that a market participant would include it when determining the price it would pay to acquire a financial asset. As more explicitly required by IFRS 13, it is now also necessary to include a fair value adjustment in determining the fair value of a financial liability to take account of own credit risk, defined as a DVA, or debit valuation adjustment. This is necessary as it is no longer possible to continue to omit such an adjustment in view of the previous definition of the extinguishment of a liability in IAS 39; f) Annual Improvements to IFRSs: cycle. Amendments that have an impact for the Group refers to: (i) IAS 1 Presentation of Financial Statements - clarifies that voluntary additional comparative information must be presented in accordance with IFRS. In addition, the opening statement of financial position must be presented in the following circumstances: when an entity changes its accounting policies, makes retrospective restatements or makes reclassifications. There is no requirement, however, for notes on such addition statement of financial position except for the restated or reclassified items; (ii) IAS 16 Property, Plant and Equipment - clarifies the classification of servicing equipment as property, plant and equipment to the extent available for use in more than one accounting period whereas it should be treated as inventories if used in only one period; (iii) IAS 32 Financial Instruments: Presentation - clarifies that income taxes arising from distributions to equity holders and equity instrument transaction costs are to be accounted for in accordance with IAS 12. These revisions and amendments to existing accounting standards and interpretations have not had a significant effect on the condensed interim financial statements. 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 important in determining amortisation and depreciation, impairment testing of assets (including the 70

71 Notes 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 financial statements. As required by IAS 36, in preparing the condensed interim financial statements the only assets tested for impairment are those for which there are internal and external indications of a reduction in value, requiring immediate recognition of the relevant losses. 4. Concessions Essential information regarding motorway concessions held by companies consolidated on a line-by-line basis by the Group is contained in note 4 to the consolidated financial statements as at and for the year ended 31 December In addition, note 10.5 provides information about significant events in the first half of 2013 relating to the concession arrangements applicable to the Italian and overseas operators consolidated as at 31 December With regard to existing concessions, the Group s Italian operators are in the process of implementing a programme of investment in major infrastructure projects worth approximately E13.6 billion (in line with 31 December 2012). Works with a value of around E8.6 billion have already been completed as at 30 June 2013 (E8.3 billion as at 31 December 2012). The investment programme, which forms part of operators financial plans, essentially regards the upgrade of existing motorways. On 26 June 2013 Costanera Norte and the Grantor signed the final agreement for the implementation of an investment programme named Programma SCO (Santiago Centro Oriente). The programme covers seven projects designed to upgrade and widen the section operated under concession and envisages that the operator will receive a specific payment from the grantor. The total value of the work to be carried out is approximately E360 million and work is expected to be completed in mid Work on the first three projects, with a value of approximately E40 million and previously approved as priority works, began in February Work on the other four projects is expected to start around the end of 2013 and the beginning of Sociedad Concesionaria AMB plans to build a further 8 km of motorway out of the total 10 km of road at an estimated cost of approximately E30 million. Work is expected to start in the second half of 2013 and to be completed in This investment programme is included in the company s financial plan. With regard to the consolidated Brazilian operators, Rodovias das Colinas is investing in the widening of existing sections of motorway, with the remaining work to be carried out amounting to approximately E62 million. Work is scheduled for completion in Concessionária da Rodovia MG 050 is working on a programme to upgrade of the motorway it operates. A revised version of the programme (TA-06), taking account of accumulated delays, was approved by the Grantor (SETOP) on 1 July The value of the remaining work to be carried out amounts to approximately E180 million and work is scheduled for completion in Finally, as at 30 June 2013 Triangulo do Sol has committed capital expenditure, as required under the concession, with a residual amount of E17 million. 71

72 3. Condensed interim financial statements 5. Basis of consolidation Consolidation policies and methods are consistent with those used in preparation of the consolidated financial statements as at and for the year ended 31 December In addition to the Parent Company, Atlantia SpA, companies are consolidated when Atlantia SpA exercises control as a result of its direct or indirect ownership of a majority of the voting power of the relevant entities (including potential voting rights resulting from currently exercisable options), or because it is able to exercise dominant influence given its power to govern the entity s financial and operating policies and obtain the related benefits, regardless of its percentage interest in the entity. Subsidiaries are consolidated using the line-by-line method and are listed in Annex 1. Three companies, shown in the above Annex, have not been consolidated as their consolidation would be irrelevant, from a quantitative and qualitative point of view, to a true and fair representation of the Group s financial position, results of operation and cash flows, as a result of their operational insignificance (dormant companies or companies whose liquidation is close to completion). All entities over which control is exercised are consolidated from the date on which the Group gains control. Entities are deconsolidated from the date on which the Group ceases to control the entity, as defined above. The basis of consolidation as at 30 June 2013 is unchanged with respect to 31 December However, amounts in the income statement and statement of cash flows for the first half of 2013 benefit in full from the contributions of the Chilean and Brazilian companies (shown in detail in the notes to the consolidated financial statements as at and for the year ended 31 December 2012) acquired in 2012 and consolidated on a line-by-line basis from 1 April 2012 and 30 June 2012, respectively. Finally, Autostrade Sud America Srl was merged with and into Autostrade dell Atlantico Srl in the first half 2013, both being wholly owned subsidiaries. For the purposes of preparing the condensed interim financial statements, all consolidated companies have, as in previous years, prepared a special 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 during the priod for the translation of financial statements denominated in functional currencies other than the euro, as shown below, are those published by the Bank of Italy: Currency As at 30 June Average exchange rate for first half As at 30 June Average exchange rate for first half Euro/US Dollar Euro/Polish Zloty Euro/Chilean Peso (1) Euro/Brazilian Real Euro/Indian Rupee (1) In translating the operating results of Autostrade Sud America s Chilean subsidiaries, consolidated from 1 April 2012, the average exchange rate for the second quarter of 2012 (equal to ) was applied. 72

73 Notes 6. Acquisitions and corporate actions during the first half 6.1 Completion of the identification and measurement of the fair value of the assets and liabilities of Autostrade Sud America and its subsidiaries Identification and measurement of the fair value of the assets and liabilities of Autostrade Sud America and its Chilean subsidiaries was completed in the first half of 2013, after the Group s acquisition of control of these companies in the second quarter of 2012, as described in note 6.1 to the consolidated financial statements as at and for the year ended 31 December 2012, to which reference should be made. The table below shows the carrying amounts of the assets acquired and liabilities assumed (translated at the euro/chilean peso exchange rate of at 1 April 2012, the date of first-time consolidation of Autostrade Sud America and its Chilean subsidiaries), in addition to the final fair values identified. (EM) Carrying amount as at fair value adjustments Fair value and recognition of effects of transaction Net assets acquired: Property, plant and equipment Intangible assets , ,253.0 Non-current financial assets Other non-current assets Cash and cash equivalents Other current financial assets Trading and other current assets Non-current financial liabilities -1, ,076.8 Deferred tax assets/(liabilities) Other non-current liabilities Current financial liabilities Provisions Trading and other current liabilities Total net assets acquired , ,347.7 Carrying amount of the existing 45.77% shareholding in Autostrade Sud America Gain from the restatement at fair value of the existing shareholding Bargain purchase gain Cost of acquisition (A) Cash and cash equivalents acquired (B) Net effective cash outflow for the acquisition (A + B) Completion of the measurement process has resulted in a net fair value adjustment to the net assets acquired of E1,049.8 million (reflecting increases in the value of the concessions held by Costanera Norte, Nororiente, Vespucio Sur and Litoral, amounting to E1,683.2 million, and of certain non-current financial liabilities, totalling E54.5 million), which has led to recognition of the following principal effects in the consolidated income statement: a) a financial gain from remeasurement of the fair value of the existing interest in Autostrade Sud America (45.765%), totalling E170.8 million (compared with the initially estimated and provisionally recognised E171.1 million); b) a bargain purchase gain of E27.4 million. 73

74 3. Condensed interim financial statements As required by IFRS 3, the above final amounts have been recognised retrospectively from 1 April 2012, resulting in the restatement of items in the statement of financial position and the income statement as at and for the year ended 31 December 2012 and in the condensed interim financial statements as at 30 June 2012, including amortisation of the intangible assets arising from the service concession arrangements acquired. 6.2 Completion of the identification and measurement of the fair value of the assets and liabilities of Atlantia Bertin Concessões and its subsidiaries Identification and measurement of the fair value of the assets and liabilities of the companies acquired by the Group as a result of the transaction with the Bertin group on 30 June 2012 was completed in the first half of The transaction is described in note 6.1 to the consolidated financial statements as at and for the year ended 31 December 2012, to which reference should be made. The table below shows the carrying amounts of the assets acquired and liabilities assumed (translated at the euro/ Brazilian real exchange rate of 30 June 2012, the date of first-time consolidation of Atlantia Bertin Concessões and its subsidiaries), in addition to the final fair values identified. The agreements entered into include an earn-out adjustment based on the effective toll revenue of Triangulo do Sol and Rodovias das Colinas during the three-year period , the impact of which was estimated as part of the measurement of the final fair values. This has resulted in recognition of an additional cost to be incurred by the Group of approximately E105.2 million Brazilian reals (approximately E40.8 million) to be paid in a lump sum in 2015, compared with a contractually agreed maximum increase of million reals (approximately E52 million) or a reduction in the price of up to 26.0 million reals (approximately E10 million). (EM) Carrying amount as at fair value adjustments Fair value and recognition of effects of transaction Net assets acquired: Property, plant and equipment Intangible assets ,236.0 Non-current financial assets Other non-current assets Cash and cash equivalents Trading and other current assets Non-current financial liabilities Deferred tax assets/(liabilities) Other non-current liabilities Current financial liabilities Provisions Trading and other current liabilities Total net assets acquired Equity attributable to non-controlling interests Carrying amount of Triangulo do Sol s net assets acquired (50% of the total) Cash disbursed by Atlantia as a result of the transaction (A) 42.0 Estimated earn-out adjustment (B) 40.9 Positive impact on equity (difference between fair value and carrying amount 9.6 of Triangulo do Sol net assets as at 30 June 2012 Cost of acquisition Acquired cash and cash equivalents (C) Net effective cash outflow for the acquisition (A + B + C)

75 Notes Completion of the measurement process has resulted in a net fair value adjustment to the net assets acquired of E574.4 million (reflecting an increase in the value of the concession held by Rodovias das Colinas, amounting to E870.3 million). After adjusting for non-controlling interests, the fair value of the net assets acquired is E254.9 million, in line with the fair value of net assets sold. With regard to the nature of the transaction, described in note 6.1 to the consolidated financial statements as at and for the year ended 31 December 2012, the cost of acquisition consists of the consideration paid, amounts paid as a result of the earn-out adjustment and the consolidated fair value, as at 30 June 2012, of the non-controlling interest (50% less one share) in the subsidiary, Triangulo do Sol, sold to third parties. Based on IAS 27, paragraphs 30-31, and IFRS 3, paragraph 38, and the fact that the above difference of E9.6 million is entirely attributable to the greater fair value (compared with the carrying amount) of the above non-controlling interest in Triangulo do Sol sold, and has been accounted for as a positive impact on the Group s equity. As required by IFRS 3, the above final amounts have been recognised retrospectively from 30 June 2012, resulting in the restatement of items in the statement of financial position and the income statement as at and for the year ended 31 December 2012, including amortisation of the intangible assets arising from the service concession arrangements acquired and amounts included in the statement of financial position in the condensed interim financial statements as at 30 June

76 3. Condensed interim financial statements 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 Comparative amounts as at 31 December 2012 are shown in brackets. Certain of these amounts have been restated (as explained in note 6.1) in conjunction with the determination of the fair value of the assets and liabilities of the Chilean and Brazilian companies consolidated from 1 April 2012 and 30 June 2012, respectively. 7.1 Property, plant and equipment / E208,984 thousand (E233,777 thousand) The balance on property, plant and equipment as at 30 June 2013 has decreased by E24,793 thousand, essentially as a result of the combined effect of depreciation for the period of E28,725 thousand and capital expenditure of E11,982 thousand. (E000) Original cost Changes during the period Cost Accumulated depreciation Carrying amount Additions: purchases and capitalisations Assets entering service Disposals Property, plant and equipment Land 8,220-8, Buildings 88,899-39,790 49, Plant and machinery 144,589-92,782 51,807 2, ,624 Industrial and business equipment 167, ,519 50,618 1,712 1,889-1,941 Other assets 228, ,454 63,402 4, Property, plant and equipment under construction and advance payments 6,030-6,030 3,149-2,651 - Total 643, , ,186 11, ,660 Property, plant and equipment held under finance leases Land held under finance leases Buildings held under finance leases 2, , Equipment held under finance leases Other assets held under finance leases Total 4, , Investment property Land Buildings 6,399-5,302 1, Total 6,438-5,302 1, Total property, plant and equipment 654, , ,777 11, ,724 76

77 Notes Investment property of E1,110 thousand 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 E4,795 thousand, based on independent appraisals and information on property markets relevant to these types of investment property. There were no significant changes in the expected useful lives of these assets during the period. Property, plant and equipment as at 30 June 2013 is free of mortgages, liens or other secured interests of a material amount restricting use. The following table show changes in the various categories of property, plant and equipment during the first half of 2013, including amounts at the beginning and end of the period. CHANGES DURING THE PERIOD Cost ACCUMULATED DEPRECIATION Currency translation differences Reclassifications and other adjustments Additions Disposals Currency translation differences Reclassifications and other adjustments Original cost Accumulated depreciation Carrying amount ,188-8, , ,120-41,494 47, ,427 1, ,086-96,215 48,871-1, ,874 1, , ,556 43, ,423-11, , , ,725 49, ,516-6,516-3,429-12,956-28,603 3,293 2,335 6, , , , , , , , ,535-5,464 1, ,574-5,464 1,110-4,044-12,413-28,725 3,334 2,715 6, , , ,984 77

78 3. Condensed interim financial statements 7.2 Intangible assets / E20,485,572 thousand (E21,104,722 thousand) Intangible assets recorded a net reduction of E619,150 thousand in the first half of 2013, due to the combined effect of the following changes: a) amortisation for the period of E323,015 thousand; b) a reduction in the present value on completion of investment in construction services for which no additional benefits are received, totalling E252,374 thousand; c) a reduction resulting from currency translation differences, essentially reflecting reductions in the value of the Chilean peso and the Brazilian real, totalling E231,108 thousand; d) investment in construction services for which additional economic benefits are received, totalling E194,006 thousand. There were no significant changes in the expected useful lives of intangible assets during the period. In the first half of 2013 the Group invested a total of E578,848 thousand in motorway infrastructure (E689,205 thousand in the first half of 2012). Operating and financial costs in connection with those assets were recognised in income by nature in accordance with IFRIC 12, as was the fair value of construction services rendered. 78

79 Notes The following analysis shows the various components of investment in motorway infrastructure effected through construction services as reported in the statement of cash flows for the period. (E000) Note H H Increase/ (Decrease) Increase in rights acquired - 4,489-4,489 Use of provisions for construction services required by contract for which no additional economic benefits are received 7.13/ , ,638 2,594 Increase in intangible assets accruing from completed construction , , ,345 services for which additional economic benefits are received (1) Increase in financial assets deriving from construction services 7.4/ , ,744 53,370 Revenue from government grants for construction services for which no additional economic benefits are received 7.13/8.2 10,496 19,983-9,487 Investment in motorway infrastructure 578, , ,357 (1) Includes: a) Autostrade Meridionali s assets under construction, totalling 7,413 thousand in the first half of 2013 and 14,355 thousand in the first half of 2012, reclassified to financial assets (financial assets deriving from takeover rights) in accordance with the relevant Single Concession Arrangement; b) the contribution from Autostrada Torino-Savona, totalling 3,983 thousand in the first half of 2012, accounted for in the income statement under Profit/ (Loss) from discontinued operations, as required by IFRS 5. Research and development expenditure of approximately E0.3 million was recognised in the income statement for the first half of These activities are carried out in order to improve infrastructure, the services offered, safety levels and environmental protection. Goodwill and other intangible assets with indefinite lives of E4,382,789 thousand is unchanged with respect to 31 December The balance primarily consists of the carrying amount of goodwill (impairment tested at least once a year rather than amortised), amounting to E4,382,757 thousand, regarding the acquisition in 2003 of a majority interest in the former Autostrade - Concessioni e Costruzioni Autostrade SpA. This goodwill was determined in accordance with prior accounting standards under the exemption permitted by IFRS 1 and is the carrying amount as at 1 January 2004, the IFRS transition date. The full amount has been allocated to the CGU represented by the operator, Autostrade per l Italia. 79

80 3. Condensed interim financial statements 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 (E000) Cost Accumulated impairments CHANGES DURING THE PERIOD Cost Accumulated amortisation Carrying amount Increases due to work completed Additions: purchases and capitalisations Changes due to revised present value of obligations Intangible assets deriving from concession rights Acquired concession rights 3,326,443-17, ,374 3,092, Concession rights accruing from construction services for which no additional economic benefits are received 12,238, ,824,842 9,413, ,374 - Concession rights accruing from construction services for which additional economic benefits are received Concession rights accruing from construction services provided by sub-operators Assets entering service 5,406, ,748-1,107,267 4,104, , , ,646 70, Total 21,058, ,129-4,166,129 16,680, , ,374 - Goodwill and other intangible assets with indefinite lives Goodwill 4,396,669-13,912-4,382, Trademarks 4,655-4, Total 4,401,324-18,535-4,382, Other intangible assets Development costs 157, ,480 12,604-2, Industrial patents and intellectual property rights 62, ,587 9,252-1, Concessions and licenses 7, ,819 5, Other 4,793-2,474-2, Intangible assets under development and advance payments 13, ,909-5, Total 245,509-3, ,051 41,322-9, Total intangible assets 25,705, ,800-4,367,180 21,104, ,006 9, ,374-80

81 Notes CHANGES DURING THE PERIOD Cost Impairments Accumulated amortisation Reductions due to accrued government grants Currency translation differences Reclassifications and other adjustments Currency translation differences Additions Currency translation differences Reclassifications and other adjustments Cost Accumulated impairments Accumulated amortisation Carrying amount ,855-1,056-60,610 14,673-3,145,588-16, ,311 2,866, , ,640 3,140-11,972, ,999,342 8,973,481-8,522-75,344-7, ,712 18,642-5,509, ,748-1,162,337 4,152, , , ,003 68,925-8, ,485-7,945 1, ,319 36,455-20,715, ,073-4,442,993 16,061, ,396,669-13,912-4,382, ,695-4, ,401,364-18,575-4,382, , , , ,221 10, , , ,754 8, , ,985 5, ,810-2,496-2, , , , , ,605-3, ,142 41,300-8, ,629-7, ,015 36, ,372, ,811-4,654,135 20,485,572 81

82 3. Condensed interim financial statements 7.3 Investments / E101,590 thousand (E119,397 thousand) There was a net reduction of E17,807 thousand during the first half of 2013, primarily as a result of: a) recognition of a E13,675 thousand impairment loss on the carrying amount of the interest in Alitalia - Compagnia Aerea Italiana due to persistent losses and the lack of information sufficient to reliably determine fair value. The carrying amount was, consequently, determined as the Group s share of Alitalia s equity at the end of the period of the last avaliable financial statement; b) recognition of the Group s share of the results of associates and joint ventures measured using the equity method in comprehensive income, resulting in a loss of E4,477 thousand and primarily regarding Atlantia Bertin Participações, Tangenziali Esterne Milano and Pune-Solapur Expressways. 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 2013 were not available, the above data was adjusted using available information and, where necessary, restated in accordance with Group accounting policies. The table on the next page shows carrying amounts at the beginning and end of the period, grouped by category, and changes in investments during the first half of (E000) Investments accounted for at cost or fair value Investments accounted for using the equity method Opening balance Additions Reversals of impairments/ (Impairments) of investments accounted for AT cost or fair value through profit or loss CHANGES DURING THE PERIOD Investments accounted for using the equity method ComprEHENSIve INcome/(loSS) for the period Other comprehensive income Income STATEment TrANSAcTIoNS with owners recognised in EQUITY Carrying amount 22,630 1,488-13, ,443 96, ,434-2,043-1,143 91,147 Investments 119,397 1,488-13,675-2,434-2,043-1, ,590 82

83 Notes The following table shows an analysis of the Group s principal investments as at 30 June 2013, including the Group s percentage interest and the relevant carrying amount, net of unpaid, called-up issued capital, and the original cost, accumulated revaluations and impairments at the end of the period. (E000) Investments accounted for at cost or fair value Alitalia - Compagnia Aerea Italiana SpA % interest Original cost RevALUATIons (Impairments) Carrying amount % interest Original cost RevALUATIons (Impairments) Carrying amount ,000-96,075 3, ,000-82,400 17,600 Firenze Parcheggi SpA ,582-2, ,582-2,582 Tangenziale Esterna SpA , , ,250-1,250 Emittente Titoli SpA Uirnet SpA Veneto Strade SpA Other smaller investments Total 10,443 22,630 Investments accounted for using the equity method Società Autostrada Tirrenica ,343 20,900 27, ,343 20,134 26,477 Atlantia Bertin Participações SA ,669-4,493 21, ,669-2,442 23,227 Tangenziali Esterne di Milano SpA Pune-Solapur Expressways Private Limited Società Infrastrutture Toscane SpA ,537-1,175 17, ,537 1,248 19, ,402-3,953 12, ,402-2,140 14, ,990-1,103 5, ,990-1,021 5,969 Bologna & Fiera Parking SpA ,558-3,488 2, ,558-3,120 2,438 Arcea Lazio SpA , , , ,671 Geie del Traforo del Monte Bianco ,000-1, ,000-1,000 Other smaller investments - 2, , ,565 1,938 Total 91,147 96,767 Investments 101, ,397 Annex 1 provides a list of all the Group s investments as at 30 June 2013, as required by CONSOB Communication DEM/ of 28 July

84 3. Condensed interim financial statements 7.4 Other financial assets (non-current) / E2,201,182 thousand (E1,933,979 thousand) (current) / E795,270 thousand (E939,530 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. (E000) Carrying amount Current portion Non-current portion Carrying amount Current portion Non-current portion Takeover rights 365, , , ,775 - Guaranteed minimums 682,840 22, , ,851 28, ,110 Other concession rights 516, , , ,621 Financial assets deriving from concession rights (1) 1,564, ,564 1,176,929 1,424, ,516 1,037,731 Financial assets deriving from 278,980 27, , ,742 23, ,958 to construction services (1) government grants related Convertible term deposits (2) 532, , , , , ,729 Loans to associates (1) 110, , , ,000 - Derivative assets (3) 7,731 2,770 4,960 21,774 21,774 - Other medium/long-term financial 457,650 1, , ,745 1, ,561 assets (1) Other medium/long-term financial assets 574, , , , , ,561 Other current financial assets (1) 45,360 45,360-41,230 41,230-2,996, ,270 2,201,182 2,873, ,530 1,933,979 (1) These assets include financial instruments primarily classified as loans and receivables under IAS 39. The carrying amount is equal to fair value. (2) These assets have been classified as available-for-sale financial instruments and in level 2 of the fair value hierarchy. The carrying amount is equal to fair value. (3) These assets primarily include derivative financial instruments classified as hedges under level 2 of the fair value hierarchy. As at 30 June 2013 financial assets deriving from concession rights regard: a) takeover rights of E365,188 thousand attributable to the subsidiary, Autostrade Meridionali, 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; b) the present value of the financial asset deriving from the minimum revenue guarantee given by the Grantor of the concessions held by certain of the Group s Chilean operators (E682,840 thousand); c) other financial assets (E516,465 thousand) essentially connected to Ecomouv s capital expenditure relating to construction of a satellite-based tolling system for heavy vehicles in France (E502,458 thousand). The increase of E140,246 thousand during the period essentially reflects investment in the Eco-Taxe project in France (E148,710 thousand). Financial assets deriving from government grants to finance infrastructure works include amounts receivable from grantors or other public entities as grants accruing as a result of investment. This item has increased E18,238 thousand. 84

85 Notes Convertible term deposits are down E130,532 thousand, primarily due to use of the deposit, totalling E71,076 thousand, to increase the medium/long-term loan that Atlantia Bertin Concessões is to disburse to Infra Bertin Empreendimentos by Infra Bertin Empreendimentos is the company that controls SPMAR, the project company set up to build and operate the orbital motorway serving the south-east of São Paulo. Other medium/long-term financial assets include the medium/long-term loan made by Autostrade per l Italia in 2011 to its related party, Società Autostrada Tirrenica (with a total face value of E110,000 thousand and repayable in December 2013), and the medium/long-term loan to Infra Bertin Empreendimentos. The change during the period (totalling E90,432 thousand) is almost entirely due to the increase in the above loan, following use of the term deposits made for this purpose and financial income in the form of capitalised interest. Other current financial assets primarily relate to amounts due to Autostrade per l Italia from the Grantor (E22,667 thousand) in line with the progressive release of grants in accordance with Laws 662/96, 135/97 and 345/97, and accrued interest income on certain financial assets and yet to be collected (E16,817 thousand). There has been no indication of impairment of any financial assets. 7.5 Deferred tax assets and liabilities Deferred tax assets net of deferred tax liabilities eligible for set-off / E1,855,128 thousand (E1,911,544 thousand) Deferred tax liabilities not eligible for set-off / E970,097 thousand (E1,011,814 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. (E000) Deferred tax assets 2,246,573 2,322,316 Deferred tax liabilities eligible for offset -391, ,772 Deferred tax assets less deferred tax liabilities eligible for set-off 1,855,128 1,911,544 Deferred tax liabilities not eligible for offset 970,097 1,011,814 Difference between deferred tax assets and liabilities (eligible and ineligible for offset) 885, ,730 85

86 3. Condensed interim financial statements The nature of the temporary differences giving rise to the Group s deferred taxation is summarised in the following table. (E000) Changes for the period Provisions Releases Deferred TAx assets/ liabilities on gains and losses recognised in comprehensive income Translation and other differences Deductible intercompany goodwill 882, , ,225 Restatement of global balance on application of IFRIC 12 by Autostrade per l Italia 560,729 1,139-11, ,674 Provisions 299,154 30,668-9,792-6, ,317 Impairments and depreciation of non-current assets 146, , , ,711 Tax losses carry forward 128,501 18,079-8, , ,562 Reduction in carrying amounts of hedging instruments 82, , ,987 Other temporary differences 223,020 7,449-13, , ,097 Deferred tax assets 2,322,316 57, ,220-16,844-16,587 2,246,573 Differences between carrying amounts and fair values of assets and liabilities acquired through business combination -973,253-15,703-41, ,135 Gain on recognition of financial assets -159, , ,421 Reduction in carrying amounts of hedging instruments -16, , ,869 Deferred and exceeding depreciation -10, ,886 Other temporary differences -263,027-24,562 6, , ,231 Deferred tax liabilities -1,422,586-25,067 24,239 2,289 59,583-1,361,542 Difference between deferred tax assets and liabilities (eligible and ineligible for offset) 899,730 32,841-75,981-14,555 42, ,031 As shown in the table, net deferred tax assets as at 30 June 2013 include the residual deferred tax assets recognised in connection with the reversal of intercompany gains arising in 2003 on the contribution of the portfolio of motorways to Autostrade per l Italia (E829,225 thousand). The carrying amount also includes deferred tax assets of E550,674 thousand that will be released over the life of Autostrade per l Italia s concession which has been recognised as a result of the adoption of IFRIC 12. Deferred tax liabilities primarily relate to gains on the fair value measurement of assets and liabilities arising from business combinations (E916,135 thousand) after releases, essentially attributable to the companies consolidated for the first time in the first half of As fully described in note 6.1, the amounts as at 31 December 2012 have been restated following completion of the process of identifying the related fair values at the date of acquisition. The most important changes during the period essentially related to: a) the release of E52,900 thousand in deferred tax assets on the reversal of intercompany gains in connection with the contribution, in 2003, of a portfolio of motorways to Autostrade per l Italia, equal to the amount for the period deductible from the goodwill recognised by Autostrade per l Italia as a result of the contribution; b) the reduction in deferred tax liabilities on gains arising from business combinations, primarily reflecting total currency translation differences, totalling E41,415 thousand, essentially linked to reductions in the value of the Chilean peso and the Brazilian real against the euro in the first half of 2013; 86

87 Notes c) the net increase of E20,876 thousand in deferred tax assets in connection with the non-deductible portion of provisions, primarily having regard to the repair and replacement of assets held under concession by Autostrade per l Italia; d) recognition in comprehensive income of E14,800 thousand in net deferred tax assets on the fair value measurement of hedging instruments; e) the net reduction in deferred tax assets due to recognition of the amounts accounted for as a result of Autostrade per l Italia s application of IFRIC 12, totalling E10,055 thousand. 7.6 Other non-current assets / E7,536 thousand (E2,071 thousand) This item is up E5,465 thousand, essentially due to accrued income attributable to the Chilean companies. 7.7 Trading assets / E1,227,335 thousand (E1,153,207 thousand) Trading assets include: a) inventories (E54,492 thousand as at 30 June 2013 and E62,107 thousand as at 31 December 2012), consisting of stocks of spare parts used in the maintenance or assembly of plant; b) contract work in progress (E28,556 thousand as at 30 June 2013 and E31,338 thousand as at 31 December 2012); c) trade receivables, as shown in the table below. (E000) Amounts due from customers Other trade receivables PrepAYments for construction services Other trading assets Total Amounts due from customers Direct debit road users and similar: outstanding bills 790, ,877 Receivable from sundry customers and retentions 36,948 32,218 Service area operators 80, ,215 Other trade receivables PrepAYments for construction services Gross trade receivables 908, ,438 35,237 20,088 1,285, , ,047 27,258 29,004 1,188,619 Other trading assets Total Allowance for bad debts 92,842 47, ,751 88,937 39, ,857 Net trade receivables 815, ,529 35,237 20,088 1,144, , ,127 27,258 29,004 1,059,762 Receivables due from customers, net of the allowance for bad debts, have increased E69,060 thousand, primarily because of tolls receivable (in the process of collection by intermediary banks at period-end), partially offset by collection of the first instalment of the amount invoiced to sub-operators at service areas at the beginning of the current year, after the decision to grant extended payment terms. Other receivables and other trading assets are substantially in line with 31 December An aging of customer and other trade receivables is shown below. (E000) Due from customers and other trade receivables ToTAL receivables as at ToTAL not yet due and payable More than 90 days overdue Between 90 and 365 days overdue More than one year overdue 1,229, ,627 27,358 89, ,003 Overdue receivables regard uncollected and unpaid tolls, in addition to royalties due from service area operators and sales of other goods and services, such as authorisations to cross motorways, the sale of services and proprietary assets. 87

88 3. Condensed interim financial statements The following table shows movements of the bad debt allowance for trade receivables. (E000) Additions Uses Reclassifications and other changes Allowance for bad debts 128,857 14, , ,751 The bad debt allowance for trade receivables is adequate and has been determined with reference to experience gained with specific customers and historical data regarding losses on receivables, taking into account guarantee deposits and other collateral given by customers. The carrying amount of trade receivables approximates to fair value. Details of Trade receivables deriving from related party transactions, amounting to E64,743 thousand as at 30 June 2013 (E43,108 thousand as at 31 December 2012), are provided in note Cash and cash equivalents / E2,553,726 thousand (E2,811,230 thousand) Cash and cash equivalents consists of cash on hand and investments with terms of less than 120 days. The balance is down E257,504 thousand compared with 31 December 2012, reflecting the use of cash for investing and financing activities, partially offset by cash from operating activities. Detailed explanations of the cash flows resulting in the reduction in the Group s cash in the first half of 2013 are contained in note Current tax assets and liabilities Current tax assets / E177,258 thousand (E131,131 thousand) Current tax liabilities / E141,481 thousand (E20,698 thousand) Current tax assets and liabilities at the beginning and end of the period are detailed below. (E000) Current tax assets Current tax liabilities IRES 122, ,077 92, IRAP 33,922 9,477 40,196 1,405 Foreign subsidiaries income taxes 21,316 16,577 8,627 19,231 Total 177, , ,481 20,698 The Group reports net current tax assets of E35,777 thousand as at 30 June 2013, as a result of payments made during the period being in excess of income tax payable. Details of Current tax assets deriving from related party transactions, amounting to E18,313 thousand as at 30 June 2013 (E18,035 thousand as at 31 December 2012), are provided in note

89 Notes 7.10 Other current assets / E133,163 thousand (E132,452 thousand) This item consists of receivables and other current assets that are not eligible for classification as trading or financial. The composition of this item is shown below. (E000) InCREASE/(DECREASE) Receivables due from end users and insurance 39,678 41,098-1,420 companies for damages Tax credits other than for income tax 37,036 49,443-12,407 Receivables from public entities 11,915 6,969 4,946 Receivables from social security institutions 10,602 5,574 5,028 Accrued income of a non-trading nature 4,734 2,504 2,230 Other current assets 61,341 60, Gross other current assets 165, , Allowance for bad debts -32,143-33,819 1,676 Other current assets 133, , The balance as at 30 June 2013 is in line with 31 December However, the reduction in VAT credits (E13,297 thousand as at 30 June 2013) is partly offset by an increase in receivables from public entities and social security institutions (E9,974 thousand). The allowance for bad debts, totalling E32,143 thousand as at 30 June 2013 (E33,819 thousand as at 31 December 2012) primarily relates to Stalexport Autostrady s accounts receivable (in the table included in other current assets) from a number of investee companies on Stalexport s repayment, acting in its capacity of guarantor, to local authorities of loans on the books of its investee companies, which are now insolvent Non-current assets held for sale and related to discontinued operations / E18,020 thousand (E17,436 thousand) As at 30 June 2013 these assets regard: a) the non-controlling interest in Lusoponte, totalling E12,239 thousand (E11,895 thousand as at 31 December 2012); b) loans and receivables due from this company, totalling E1,643 thousand (in line with 31 December 2012); c) the 2% interest in Strada dei Parchi, amounting to E4,138 thousand (E3,898 thousand as at 31 December 2012), that is the subject of put and call options agreed with Toto Costruzioni Generali in the contract governing the sale, in 2011, of a controlling interest in the company. 89

90 3. Condensed interim financial statements 7.12 Equity / E5,476,075 thousand (E5,526,681 thousand) Atlantia SpA s issued capital as at 30 June 2013 is fully subscribed and paid-in and consists of 661,827,592 ordinary shares with a par value of E1 each, amounting to E661,827,592, in line with 31 December Following the exercise of certain options issued under the Share Option Plan of 2009 (as described in the following section), treasury shares held by the Company has decreased by 141,321, declining from 13,285,616 to 13,144,295. As at 30 June 2013 these shares are carried at E213,350 thousand. The overall effect of exercise of the options on the Group s equity is equal to the increase of E1,659 thousand in cash, reflecting the cash collected from Plan beneficiaries exercising their options under the 2009 share option plan. Equity attributable to owners of the parent, totalling E3,814,477 thousand, has decreased by E4,221 thousand compared with 31 December The most important changes during the period are shown in detail in the statement of changes in consolidated equity and almost totally offset each other. These regard: a) payment of the final dividend for 2012 (down E253,636 thousand); b) profit for the period (up E287,029 thousand); c) the loss on other components of comprehensive income for the period (down E39,690 thousand), primarily reflecting: 1) the reduction in the foreign currency translation reserve, totalling E77,155 thousand, essentially reflecting falls in the value of the Chilean peso and the Brazilian real against the euro and an increase in the average value of foreign currency assets held by the Group following the acquisitions in Chile and Brazil completed during the first half of 2012; 2) a gain on the fair value measurement of cash flow hedges, totalling E39,743 thousand, essentially reflecting a rise in interest rates in the first half of Equity of E1,661,598 thousand attributable to non-controlling interests is down E46,385 thousand on 31 December 2012 (E1,707,983 thousand), essentially due to the reduction in the foreign currency translation reserve after the above falls in value of the Chilean peso and the Brazilian real against the euro (down E76,618 thousand), partially offset by the profit for the period (up E34,630 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. 90

91 Notes Other comprehensive income The section Consolidated financial statements includes the Statement of comprehensive income, showing after tax other comprehensive income, in addition to the profit for the period. The following table shows the gross amount and net amounts of components of other comprehensive income including amounts attributable to owners of the parent and non-controlling interests. (E000) H H Fair value gains/(losses) on cash flow hedges Fair value gains/(losses) on net investment hedges Gains/(Losses) from translation of transactions in functional currencies other than the euro Gains/(Losses) from translation of transactions in functional currencies other than the euro concluded by associates and joint ventures accounted for using the equity method Gross Tax Net Gross Tax Net 58,033-14,800 43,233-58,438 16,849-41,589 1, ,290 3,929-10, , ,774 8,248-8,248-2, ,434 2,442-2,442 Other fair value gains/(losses) Other comprehensive income/(loss) for the period reclassifiable to profit or loss, after related taxation (A) Gains/(losses) from actuarial valuations of provisions for employee benefits Other comprehensive income/(loss) for the period not reclassifiable to profit or loss, after related taxation (B) Total other comprehensive income/ (loss) for the period, after related taxation and reclassifications to profit/ (loss) for the period (A + B) -96,991-15, ,117-62,051 20,778-41, ,974-14, ,855-62,051 20,778-41,273 Disclosures regarding share-based payments There were no substantial changes to existing share-based incentive plans during the first half of The plans regard share-based payments for directors and/or employees of the Atlantia Group holding key management positions in Atlantia or other Group companies. The share incentive plans, designed to incentivise and foster management loyalty with the aim of promoting and disseminating a value creation culture in all strategic and operational decision-making processes, and to drive the Group s growth and boost management efficiency, are based on the achievement of pre-set targets. The characteristics of the incentive plans are described in note 7.12 of the consolidated financial statements for the year ended 31 December The plans are also described in information memoranda published on the Group s website at and prepared pursuant to article 84-bis of CONSOB Regulation 11971/1999, as subsequently amended. The following table shows the main aspects of existing incentive plans as at 30 June 2013, including the fair value of each option or unit awarded to directors and employees of the Group and changes during the first half of The table also shows the fair value of each option or unit awarded, as determined by a specially appointed expert, using the Monte Carlo model and the following parameters. The amounts have been adjusted for the amendments to the plans originally approved by General Meeting and required to ensure plan benefits remained substantially unchanged despite the dilution caused by the bonus issues approved by shareholders on 14 April 2010, 20 April 2011, and 24 April

92 3. Condensed interim financial statements 2009 SHARE OPTION PLAN Options outstanding as at 1 January 2013 Number of options/units awarded Vesting date Exercise/Grant DATE Exercise price (E) fair value of each option or unit at grant DATE (E) Expected expiration at grant date (years) Risk free interest rate used Expected volatility (based on historic mean) Expected dividends at grant date 8 May 2009 grant 534, April April % 26.5% 3.44% 16 July 2009 grant 174, April April % 25.8% 3.09% 15 July 2010 grant 140, April April % 26.7% 3.67% 13 May 2011 grant 26, April April (*) (*) (*) (*) (*) 8, April April (*) (*) (*) (*) (*) 76, April April % 26.3% 4.09% 14 October 2011 grant 28, April April (*) (*) (*) (*) (*) 9, April April (*) (*) (*) (*) (*) 10, April April (*) (*) (*) (*) (*) 14 June 2012 grant 29, April April (*) (*) (*) (*) (*) Changes in options in the first half of , April April (*) (*) (*) (*) (*) 11, April April (*) (*) (*) (*) (*) 1,060,556 Options not exercisable -612,266 Exercised options -141,321 Options outstanding as at 30 June , SHARE OPTION PLAN Options outstanding as at 1 January May 2011 grant 279, May May % 25.2% 4.09% 14 October 2011 grant 13, May May (*) (*) (*) (*) (*) 14 June 2012 grant 14, May May (*) (*) (*) (*) (*) 345, June June % 28.0% 5.05% 654,430 Changes in options in the first half of Options outstanding as at 30 June , SHARE GRANT PLAN Units outstanding as at 1 January May 2011 grant 187, May May 2015 and 13 May October 2011 grant 9, May May 2015 and 13 May June 2012 grant 9, May May 2015 and 13 May , June June 2016 and 14 June ,956 Changes in units in the first half of Units outstanding as at 30 June ,956 n.a % 26.3% 4.09% n.a. (*) (*) (*) (*) (*) n.a. (*) (*) (*) (*) (*) n.a % 29.9% 5.05% MBO SHARE GRANT PLAN Units outstanding as at 1 January May 2012 grant 96, May May 2015 n.a % 27.2% 4.55% 14 June 2012 grant 4, May May 2015 n.a. (*) (*) (*) (*) (*) 101,096 Changes in units in the first half of May 2013 grant 41,077 2 May May 2016 n.a % 27.8% 5.38% 18 May 2013 grant 49,446 8 May May 2016 n.a % 27.8% 5.38% Units outstanding as at 30 June ,619 (*) Options and units awarded as a result of Atlantia s bonus issues which, therefore, do not represent the award of new benefits. 92

93 Notes In particular, with reference to changes during the first half of 2013: a) with regard to the 2009 Share Option Plan, 23 April 2013 was the vesting date for these options. In accordance with the Plan approved by the shareholders, the effective options vested were determined on the basis of the final value of Atlantia s shares (the market value of each share, by convention calculated on the basis of the average official price of Atlantia s ordinary shares at the end of each trading day in the period from 23 January 2013 to 23 April 2013, plus any dividends paid from the grant date to the end of the vesting period), amounting to E15.58; this resulted in the vesting of options equal to 42.27% of the options originally granted. As a result of the above, the number of vested options amounts to 448,290, whilst 612,266 of the options originally granted were not exercisable. In addition, in May 2013 a number of beneficiaries exercised vested options; this entailed the allocation to them of 141,321 of Atlantia ordinary shares held by the Company as treasury shares against payment of the established exercise price. Thus, as at 30 June 2013, the remaining options total 306,969, having an exercise/grant date of 30 April 2014; b) with regard to the MBO Share Grant Plan, the meeting of the Board of Directors of 8 March 2013 approved the grant of a total of 90,523 units with effect from 2 May 2013 and 8 May 2013, following the achievement of the objectives for The units were to be granted to the directors and employees of the Group previously selected at the Board of Directors meeting of 11 May 2012, with vesting dates of 2 May 2016 and 8 May 2016, respectively, and conversion into shares from this latter date. In addition, with regard to the objectives for 2013, at its meeting of 22 March 2013 the Board of Directors selected the beneficiaries of the Plan in question for It is not at the moment possible to quantify the number of units to be granted for the second annual MBO share grant cycle, or, indeed, the fair value of each of the benefits. As, however, certain of these benefits have already vested since the grant date, the fair value of units awarded has been estimated for the purposes of these condensed interim financial statements in order to accrue the amounts for the period. The prices of Atlantia s ordinary shares in the various periods covered by the above plans is shown below: a) price as at 30 June 2013: E12.53; b) price as at 22 March 2013 (grant date for the new units, as described): E12.56; c) weighted average price for the first half of 2013: E13.09; d) weighted average price for the period 22 March-30 June 2013: E As a result of implementation of the above plans, as at 30 June 2013 the Group has recognised, in accordance with the requirements of IFRS 2, an increase in equity reserves of E1,609 thousand, based on the accrued fair value of the options, for the period, and units awarded at that date, with a contra entry in the income statement in staff costs. 93

94 3. Condensed interim financial statements 7.13 Provisions for construction services required by contract (non-current) / E3,904,337 thousand (E4,321,448 thousand) (current) / E464,601 thousand (E489,812 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 2013, showing the non-current and current portions. The reduction of E442,322 thousand, including both the current and non-current portions, essentially reflects the combined effect of the following: a) a E252,374 thousand reduction following a revision of the present value of future construction services, with an analogous decrease in intangible assets deriving from concession rights; b) the E221,728 thousand release, net of grants, for the period in connection with construction services completed during the first six months and for which no additional benefits are received; (E000) Balance non-current current Provisions for construction services required by contract Upgrade of Florence-Bologna section 1,924,369 1,587, ,701 Third and fourth lanes 12,220 11, Other construction services 2,874,671 2,722, ,656 Total 4,811,260 4,321, ,812 94

95 Notes c) a E31,239 thousand increase in finance-related provisions for the first half of 2013, being the double entry to the financial expenses incurred in connection with discounting to present value Provisions (non-current) / E1,060,694 thousand (E1,150,379 thousand) (current) / E291,463 thousand (E189,935 thousand) The following table shows provisions at the beginning and end of the period and changes in the first half of 2013, showing the non-current and current portions. Provisions for employee benefits (non-current) / E144,183 thousand (E145,420 thousand) (current) / E16,887 thousand (E17,376 thousand) As at 30 June 2013 this item almost entirely consists of provisions for post-employment benefits. Provisions for employee benefits are in line with the balance as at 31 December CHANGES DURING THE PERIOD Changes due to revised present value of obligations Financial provisions Reductions for completed works Grants accrued on completed works Currency translation differences Balance non-current current -42,116 6, ,863 10,496-1,736,747 1,424, , ,613 9,757 1, ,983 24,346-58, ,955 2,620,578 2,470, , ,374 31, ,728 10,496-9,955 4,368,938 3,904, ,601 95

96 3. Condensed interim financial statements Provisions for repair and replacement obligations (non-current) / E889,363 thousand (E975,706 thousand) (current) / E194,859 thousand (E112,963 thousand) This item regards the present value of provisions for the repair and replacement of assets operated under concession, in accordance with the operators contractual commitments. The balance of these provisions, including the current and non-current portions, is in line with 31 December 2012, essentially due to the combined effect of operating and financial provisions (totalling E155,260 thousand) and uses (E152,885 thousand) for repairs and replacements during the period. Other provisions (non-current) / E27,148 thousand (E29,253 thousand) (current) / E79,717 thousand (E59,596 thousand) These provisions essentially regard liabilities at year-end expected to be incurred in connection with pending litigation and disputes, including those with maintenance contractors regarding contract reserves. Total other provisions have increased by E18,016 thousand primarily due to increased provisioning for the period (E21,872 thousand), essentially having regard to Autostrade per l Italia s provisions for contract disputes, partially offset by uses during the period and the reversal of surplus provisions (totalling E6,591 thousand). (E000) Changes during the period Balance Non-current current Operating provisions Financial provisions Deferred actuarial gains/(losses) recognised in comprehensive income Provisions for employee benefits Post-employment benefits 161, ,377 17, , Other employee benefits 1, Pensions and similar obligations Total 162, ,420 17,376 1,068 1, Provisions for repair and replacement obligations 1,088, , , ,233 15,027 - Other provisions Provisions for impairments exceeding carrying amounts of investments Provisions for disputes, liabilities and sundry charges 3, , ,157 29,602 55,555 21, Total 88,849 29,253 59,596 21, Total provisions 1,340,314 1,150, , ,173 16,

97 Notes Changes during the period Reductions due to postemployment benefits paid and advances Reductions due to reversal of provisions Operating uses Reclassifications and other changes currency translation differences Balance Non-current current -4, , ,791 16, ,385 1, , , ,183 16, ,885-1,523-5,299 1,084, , , ,692-3, ,448-2, ,173 27,148 76, ,448-2, ,865 27,148 79,717-4,966-1, ,228-1,662-5,610 1,352,157 1,060, ,463 97

98 3. Condensed interim financial statements 7.15 Financial liabilities (non-current) / E12,917,574 thousand (E14,438,434 thousand) (current) / E2,802,334 thousand (E1,357,386 thousand) Medium/long-term borrowings (non-current) / E12,917,574 thousand (E14,438,434 thousand) (current) / E2,778,945 thousand (E1,293,088 thousand) The following tables provide an analysis of medium/long-term financial liabilities. In particular, the following tables show: a) an analysis of the balance by par value and maturity (current and non-current portions): (E000) Par value Carrying amount Medium/long-term financial liabilities Bond issues (1) (2) 11,005,083 10,773,793 Bank borrowings 4,245,639 4,237,495 Other borrowings 92,030 79,965 Medium/long-term borrowings (1) (2) 4,337,669 4,317,460 Derivative liabilities (3) 369,345 Accrued expenses on medium/long-term financial liabilities 192,140 Other financial liabilities 43,781 Other medium/long-term financial liabilities 235,921 Total 15,696,519 (1) Financial instruments classified as financial liabilities measured at amortised cost in accordance with IAS 39. (2) Details of hedged financial liabilities are contained in note 9.3. (3) Financial instruments classified as hedging derivatives in accordance with IAS 39 and in level 2 of the fair value hierarchy. 98

99 Notes Current portion Non-current portion Term par value Carrying amount between 13 and after 60 months 60 months Current portion Non-current portion 2,108,491 8,665,302 2,901,637 5,763,665 10,875,640 10,715, ,779 10,164, ,008 3,763,487 1,146,229 2,617,258 4,177,416 4,162, ,087 3,789,894 4,306 75,659 15,285 60,374 96,078 82,091 4,650 77, ,314 3,839,146 1,161,514 2,677,632 4,273,494 4,245, ,737 3,867, ,345 52, , , , , , , , ,240-40, ,140 43, , ,572 40,240 2,778,945 12,917,574 4,115,485 8,758,308 15,731,522 1,293,088 14,438,434 99

100 3. Condensed interim financial statements b) a comparison of the par value and carrying amount of each liability (excluding accrued interest at period-end and derivative liabilities), by issue currency with, for each currency, the average and effective interest rate for each liability: (E000) par value Carrying amount par value Carrying amount Average (1) as at interest rate to Effective interest rate Euro (Eur) 12,210,076 12,109,656 12,401,957 12,313, % 4.54% Pound sterling (Gbp) 750, , , , % 6.47% Yen (Jpy) 149, , , , % 5.48% Zloty (Pln) 129, , , , % 6.39% Peso (Clp)/unidad de fomento (UF) 1,348,595 1,403,645 1,292,595 1,339, % 5.05% Real (Brl) 554, , , , % 11.25% Dollar (Usd) 7,853 7,853 7,656 7, % 5.25% Total 15,149,134 14,960,478 15,342,752 15,091, % (1) Includes the impact of interest and foreign exchange hedges. c) movements during the period in the par value of outstanding bonds and medium/long-term borrowings: (E000) par value as at New borrowings RepAYments Currency translation differences and other changes Par value as at Bond issues 10,875, , ,148-48,839 11,005,083 Bank borrowings 4,177, , ,757-41,833 4,245,639 Other borrowings 96, ,199-2,584 92,030 Total 15,149, , ,104-93,256 15,342,752 The Group uses derivative financial instruments to hedge existing and future, highly probable, risks associated with certain financial liabilities, including interest rate swaps (IRS) and cross currency swaps (CCS), which are classified as cash flow hedges pursuant to IAS 39. The market value of the hedging instruments as at 30 June 2013 is recognised in Derivative liabilities and Derivative assets. More detailed information on financial risks and the manner in which they are managed, in addition to details of outstanding financial instruments, is contained in note 9.2 Financial risk management. Bond issues (non-current) / E8,665,302 thousand (E10,164,627 thousand) (current) / E2,108,491 thousand (E550,779 thousand) (EM) maturity Carrying Fair value Carrying amount (1) amount (1) Fair value Bond issues - listed fixed rate from ,895,677 10,715,354 9,941,923 10,742,582 to listed floating rate from , , , ,463 to unlisted fixed rate from , , , ,177 to unlisted floating rate ,299 52,300 Total 10,773,793 11,701,949 10,715,406 11,593,202 (1) Including current and non current portion. This item principally refers to bonds issued by Atlantia as part of its E10 billion Medium Term Note (MTN) programme. 100

101 Notes The E1,499,325 thousand decrease in the non-current portion essentially reflects: a) reclassification, in current financial liabilities, of bonds with a par value of E2,094.2 million issued by Atlantia and maturing on 9 June 2014; b) bonds issued in the first half of 2013, with amortisation profiles and maturities between 2020 and 2023, by Triangulo do Sol and Rodovias das Colinas at a floating nominal CDI rate (accounted for in the financial statements at E301,433 thousand, with residual weighted average terms to maturity of approximately 5 years and an average cost in the period of around 9.8%) and a real IPCA rate (accounted for in the financial statements at E247,029 thousand, with residual weighted average terms to maturity of approximately 6 years and an average cost in the period of around 10.6%), in addition to the Rodovia MG 050 s issue of bullet bonds maturing in April 2015 and totalling E70,937 thousand, of which E52,683 thousand has been used as at 30 June 2013 (accounted for in the financial statements at E52,299 thousand, with a residual weighted average term to maturity of approximately 2 years and an average cost in the period of around 9.6%); c) Atlantia s issue of bonds with a par value of E75 million maturing in June The current portion is up E1,557,712 thousand, essentially following the above reclassification of bonds issued by Atlantia and maturing in June 2014, partially offset by redemptions of maturing bonds issued by Triangulo do Sol and Rodovias das Colinas following the refinancing transactions referred to in point b) above. Medium/long-term borrowings (non-current) / E3,839,146 thousand (E3,867,335 thousand) (current) / E478,314 thousand (E377,737 thousand) The non-current portion is down E28,189 thousand, essentially following the reclassification of portions of borrowings falling due in the next 12 months as at 30 June 2013 (E201,898 thousand) and a reduction in foreign currency financial liabilities as a result of negative foreign exchange differences (E42,966 thousand), partially offset by progressive drawdown of the project financing obtained by Ecomouv (E214,547 thousand) as the Eco-Taxe project has progressed. The current portion has increased by E100,577 thousand, primarily due to a combination of the reclassification to the current portion of amounts repayable during the next 12 months as at 30 June 2013 (E201,898 thousand) and repayments during the period of E105,667 thousand, being the current portion of medium/long-term borrowings. Medium/long-term borrowings include a term loan facility (E476,894 thousand as at 30 June 2013) entailing certain covenants with which Autostrade per l Italia must comply over the term of the facility and which have never been breached. The covenants are in the form of minimum ratios: (Cash flow from operations CFO plus net financial expenses)/net financial expenses and cash flow from operations CFO/net debt and equity of Atlantia SpA The method of selecting the variables to compute the ratios is specified in detail in the loan agreement. Non-current derivative liabilities (non-current) / E369,345 thousand (E366,232 thousand) (current) / E- (E-) This item represents fair value losses on outstanding derivatives as at 30 June 2013, classified as cash flow hedges or fair value hedges depending on the hedged risk, as required by IAS 39. The non-current portion includes the fair values of: a) cross currency interest rate swaps (CCIRS) entered into by Atlantia to hedge the rate and foreign exchange risk of medium to long-term, par value of 500,000 thousand and 20,000,000 thousand bond issues, the total fair value of which (E285,461 thousand) includes euro/pound sterling foreign exchange differences of E161,309 thousand as at 30 June 2013, offset against the underlying liability; 101

102 3. Condensed interim financial statements b) interest rate swaps (E76,423 thousand) entered into by certain Group companies to hedge interest rate risk on existing and highly probable future non-current financial liabilities (indexed at market rates); c) new IPCA Linked Swaps (E2,501 thousand), classified as fair value hedges in accordance with IAS 39, enetred into by Triangulo do Sol and Rodovias das Colinas, which are designed to convert the above new bonds issued at a real IPCA rate to a floating nominal CDI rate. Further details of derivative financial instruments entered into by the Group companies for hedging purposes are contained in note 9.2 Financial risk management. Other medium/long-term financial liabilities (non-current) / E43,781 thousand (E40,240 thousand) (current) / E192,140 thousand (E364,572 thousand) The current and non-current portions of this item are down E168,891 thousand, essentially following a reduction in accrued interest payable, deriving from the payment, during the first half, of interest and differentials on the related hedging derivatives, totalling E172,432 thousand. The balance also includes the amount of E38,824 thousand as at 30 June 2013 (E40,240 thousand as at 31 December 2012) payable as a result of the earn-out adjustment included in the contract with the Bertin group, to be paid in a lump-sum in Short-term financial liabilities / E23,389 thousand (E64,298 thousand) An analysis of short-term financial liabilities is shown below. (E000) Bank overdrafts 2, Short-term borrowings 1,760 - Derivative liabilities Intercompany current account payables to unconsolidated Group companies 18,135 24,794 Short-term financial liabilities - 39,045 Other current financial liabilities 1, Other current financial liabilities 1,127 39,266 Total short-term financial liabilities 23,388 64,298 The reduction of E40,909 thousand reflects the decrease in Rodovia MG 050 s financial liabilities, refinanced with medium/long-term borrowings during the first half of Net debt in compliance with ESMA (formerly CESR) Recommendation of 10 February 2005 An analysis of consolidated net debt is shown below with amounts payable to and receivable from related parties, as required by CONSOB Ruling DEM/ of 28 July 2006, in accordance with the European Securities and Markets Authority ( ESMA, formerly CESR) Recommendation of 10 February 2005, Recommendations for the consistent implementation of the European Commission s regulation on financial prospectuses. 102

103 Notes For items not explained in this note 7.15, please refer to the notes indicated in the table. (EM) Note Cash and cash equivalents -2, ,811.2 Cash Cash equivalents 7.8-2, ,341.2 Other current financial assets Current financial assets deriving from concessions Current financial assets deriving from government grants Term deposits convertible within 12 months Current derivative assets Current portion of medium/long-term financial assets of which related party Other financial assets Financial assets held for sale and related to discontinued operations Total current financial assets -3, ,752.3 Current financial liabilities 2, ,357.3 Bank overdrafts Current derivative liabilities Short-term borrowings Intercompany current account payables to unconsolidated Group companies Current portion of medium/long-term borrowings 2, ,293.1 Other financial liabilities Non-current financial liabilities 12, ,438.4 Bond issues 8, ,164.6 Medium/long-term borrowings 3, ,867.3 Non current derivative liabilities Other financial liabilities Total financial liabilities 15, ,795.7 (Net funds)/net debt in accordance with the ESMA (formerly CESR) Recommendation of 10 February , ,043.4 Non-current financial assets -2, ,934.0 Non-current financial assets deriving from concession rights 7.4-1, ,037.7 Current financial assets deriving from government grants Term deposits convertible after 12 months Non-current derivative assets Other financial assets Net debt 10, ,

104 3. Condensed interim financial statements 7.16 Other non-current liabilities / E101,108 thousand (E106,249 thousand) The reduction of E5,141 thousand essentially reflects a decrease in the amount payable to the grantor by the Group s Brazilian companies following reclassification, among other current liabilities, of amounts falling due. (E000) Accrued expenses of a non-trading nature 43,970 44,568 Amounts payable to grantors of concession 37,290 43,488 Liabilities deriving from contractual obligations 17,788 16,235 Other payables 2,060 1,958 Other non-current liabilities 101, , Trading liabilities / E1,214,021 thousand (E1,427,972 thousand) An analysis of trading liabilities is shown below. (E000) Liabilities deriving from contract work in progress Trade payables 586, ,347 Payable to operators of interconnecting motorways 507, ,922 Tolls in the process of settlement 86, ,637 Accrued expenses 28,875 7,139 Deferred income 2,970 2,246 Other trading liabilities 1,651 2,051 Trade payables 1,213,824 1,427,342 Trading liabilities 1,214,021 1,427,972 The reduction of E213,951 thousand is primarily due to: a) a E241,813 thousand decrease in trade payables, essentially due to reduced investment in motorway infrastructure in the first half of 2013, compared with the second half of 2012, in addition to payments of amounts due to suppliers in relation to the Eco-Taxe project, for which the construction phase is nearing completion; b) a reduction of E28,387 thousand in tolls in the process of settlement, essentially attributable to Autostrade per l Italia; c) an increase of E34,591 thousand in amounts payable to the operators of interconnecting motorways by Autostrade per l Italia, corresponding to the balance of amounts payable at December 2012, which, in accordance with the related contractual agreements, will be paid in July 2013, and an increase in accrued expenses, linked to the annual billing of fees due to the subsidiary, TowerCo (E9,963 thousand), and of the Viacard subscription fees receivable by the subsidiary, Telepass (E9,651 thousand). Details of Trade payables deriving from related party transactions, amounting to E10,500 thousand as at 30 June 2013 (E14,812 thousand as at 31 December 2012) are provided in note

105 Notes 7.18 Other current liabilities / E420,979 thousand (E449,668 thousand) An analysis of other current liabilities is shown below. (E000) Payable to staff 56,601 48,291 Fees payable 53,198 84,891 Guarantee deposits by users who pay by direct debit 53,169 53,718 Taxation other than income taxes 50,639 39,669 Amounts payable for expropriations 49,584 58,866 Social security contributions payable 41,127 37,923 Amounts payable to public entities 16,047 27,165 Accrued expenses of a non-trading nature 3,725 2,277 Other payables 96,889 96,868 Other current liabilities 420, ,668 The reduction of E28,689 thousand essentially reflects payments to ANAS and to the Ministry of the Economy and Finance by Italian operators of concession fees due on tolls and sub-concessions. The following changes regard the first half: a) a reduction in amounts due to public entities, following the payment of grants for completed works, totalling E11,118 thousand; b) an increase in amounts payable to staff, reflecting provisions for thirteenth month salaries, totalling E8,310 thousand; c) the substantial offset between the increase in VAT payable and the reduction in amounts due for expropriations, linked to reduced investment, resulting in a net increase of E2,006 thousand. 105

106 3. Condensed interim financial statements 8. Notes to the consolidated income statement This section contains analyses of the most important income statement items. Negative components of income are indicated with a minus sign in the headings and tables. Amounts for the first half of 2012 are shown in brackets. The income statement and statement of cash flows for the first half of 2013 benefit from the contributions of the Chilean and Brazilian companies consolidated from 1 April 2012 and 30 June 2012, respectively. Details of these companies are provided in the consolidated financial statements included in the Annual Report for As reported in more detail in note 6.1 to the condensed interim financial statements, following completion of the process of identifying the fair value, at the acquisition date, of the assets and liabilities of the Chilean and Brazilian companies, with respect to the previously published amounts, amounts in the statement of financial position as at 31 December 2012 have been restated and, with regard to Chilean companies, the impact of the restatement of the assets and liabilities at 1 April 2012 has been recognised in the income statement for the first half of In particular, with regard to the Chilean companies, a gain resulting from the remeasurement at fair value of the 50% investment previously held in Autostrade Sud America (totalling E170,764 thousand) and a bargain purchase gain (totalling E27,356 thousand) have been recognised in the first half of Toll revenue / E1,681,745 thousand (E1,562,935 thousand) Toll revenue of E1,681,745 thousand is up E118,810 thousand (7.6%) compared with the first half of 2012 (E1,562,935 thousand), essentially reflecting the contribution for the first quarter of 2013 of the new Chilean operators (E34,900 thousand), consolidated from 1 April 2012, and the contribution for the first half of 2013 of the new Brazilian companies (E88,574 thousand), consolidated from 30 June On a like-for-like basis, toll revenue is down E4,664 thousand (0.3%), primarily reflecting a combination of: a) a 2.6% decline in traffic on the Group s Italian network, accounting for an estimated E36.1 million reduction in toll revenue (including the impact of the traffic mix); b) a reduced contribution of toll increases matching the increased concession fees payable by Italian operators (1), amounting to E4.9 million (down 3.0%), linked to the reduction in traffic; c) application of annual toll increases for 2013 by the Group s Italian operators (in Autostrade per l Italia s case 3.47% from 1 January and 0.07% (2) from 12 April), boosting toll revenue by an estimated E41.0 million; d) an increase in toll revenue at overseas operators (up E10.5 million), reflecting toll increases and a greater volume of traffic, partially offset by exchange rate movements; e) reduced toll revenue from Autostrade Meridionali (down E6.5 million) due to the release in the first half of 2012 of the accumulated X variable toll component, no longer recognised from 2013 following expiry of the concession term and the extension of responsibility for operation of the motorway; f) income deriving from cancellation, in the first half of 2012, of unused prepaid Viacard cards issued over 10 years previously by Autostrade per l Italia (a reduction of E5.1 million). (1) From 1 January 2011 the additional concession fees payable to ANAS, pursuant to Laws 102/2009 and 122/2010, calculated on the basis of the number of kilometres travelled, amount to 6 thousandths of a euro per kilometre for toll classes A and B and 18 thousandths of a euro per kilometre for classes 3, 4 and 5. (2) A toll increase granted to the company (by Decree 145 of 9 April 2013, issued by the Ministry of Infrastructure and Transport, in agreement with the Ministry of the Economy and Finance) regarding the K component accruing in 2012 and provisionally suspended when determining the tolls to come into effect from 1 January The increase revenue that should have been received in the period from 1 January to 11 April 2013 is to be recovered via the toll increase for

107 Notes 8.2 Revenue from construction services / E367,616 thousand (E472,095 thousand) An analysis of this revenue is shown below. (E000) H H Increase/(Decrease) Revenue from construction services for which additional economic benefits are received 194, , ,362 Revenue from investments in financial concession rights 163, ,744 53,370 Revenues from construction services: government grants for services for which no additional economic benefits are received 10,496 19,983-9,487 Revenue from construction services 367, , ,479 This item, which regards construction services carried out during the period, has decreased with respect to the first half of 2012, reflecting reduced revenue from services for which additional economic benefits are received, predominantly regarding Autostrade per l Italia following the completion of a number of works on motorways opened to traffic in 2012 (the A9 Lainate-Como and the Rimini North-Cattolica, Fano-Senigallia and Ancona South-Porto Sant Elpidio sections of the A14), partially offset by increased investment in financial concession rights, almost entirely attributable to the Eco-Taxe project. After stripping out the contribution from the new Chilean and Brazilian companies (totalling E15,915 thousand), revenue from construction services is down E120,394 thousand (25.5%). In line with the accounting model adopted pursuant to IFRIC 12, this revenue, which represents the consideration for services rendered, is recognised at fair value based on total costs incurred, represented by operating costs and financial expenses. Moreover, in the first half of 2013 the Group, primarily Autostrade per l Italia, carried out additional construction services for which no additional benefits are received, amounting to E211,232 thousand (E208,638 thousand in the first half of 2012), for which the Group made use of a portion of the specifically allocated Provisions for construction services required by contract. This is accounted for as a reduction in operating costs for the period, as explained in note 8.9. Details of investment in motorway infrastructure for the year are provided in note 7.2, above. 8.3 Contract revenue / E20,172 thousand (E25,090 thousand) Contract revenue of E20,172 thousand is down E4,918 thousand on the same period of 2012 (E25,090 thousand), reflecting a reduction in work carried out by Pavimental for external customers. 8.4 Other operating income / E287,811 thousand (E294,599 thousand) An analysis of other operating income is provided below. (E000) H H Increase/(Decrease) Revenue from service areas 113, ,360-1,505 Revenue from Telepass and Viacard fees 61,793 60,472 1,321 Maintenance revenue 19,820 17,851 1,969 Other revenue from motorway operation 13,422 14,462-1,040 Damages and compensation 12,108 15,642-3,534 Revenue on the sale of technology devices and services 11,283 12,684-1,401 Refunds 10,456 13,445-2,989 Advertising revenue 2,717 2, Other income 42,357 42, Other operating income 287, ,599-6,

108 3. Condensed interim financial statements Other operating income of E287,811 thousand is down E6,788 thousand (2.3%) on the first half of 2012 (E294,599 thousand). After stripping out the contributions from the new Chilean and Brazilian companies consolidated in 2012 (a total increase of E7,637 thousand) and Port Mobility (a reduction of E1,880 thousand), a company sold in the fourth quarter of 2012, other operating income is down E12,545 thousand, primarily due to: a) a reduction in payouts from insurance companies and a decrease in royalties from Autostrade per l Italia s service areas, partly as a result of Autostrade per l Italia s revision, in 2012, of the fixed component of the fees in response to the decline in traffic (a total decrease of E8,078 thousand); b) a reduction of E1,818 thousand in revenue generated by Autostrade Tech, primarily linked to a decrease in the volume of tolling systems sold. Details of Other operating income deriving from related party transactions, amounting to E35,438 thousand in the first half of 2013 (E36,681 thousand in the first half of 2012) are provided in note Raw and consumable materials / E-145,883 thousand (E-151,107 thousand) (E000) H H Increase/(Decrease) Construction materials -58,985-79,682 20,697 Electrical and electronic materials -23,264-16,012-7,252 Lubricants and fuel -20,537-24,415 3,878 Other raw and consumable materials -37,041-35,748-1,293 Cost of materials -139, ,857 16,030 Change in inventories of raw, ancillary and consumable -6,056 4,750-10,806 materials and goods for resale Raw and consumable materials -145, ,107 5,224 This item, which consists of purchases of materials and the change in inventories of raw and consumable materials, is down E19,290 thousand in the first half of 2013, after stripping out the amounts contributed by the new Chilean and Brazilian companies (totalling E14,066 thousand). The reduction primarily reflects a combination of: a) the reduced volume of work carried out by Pavimental (down by a total of E37,307 thousand); b) progress on the Eco-Taxe project (up E13,899 thousand). 8.6 Service costs / E-595,826 thousand (E-682,618 thousand) An analysis of service costs is provided below. (E000) H H Increase/(Decrease) Construction and similar -337, ,458 83,811 Professional services -125, ,420-4,519 Transport and similar -34,061-45,988 11,927 Utilities -28,117-24,988-3,129 Insurance -12,313-10,889-1,424 Statutory Auditors fees Other services -58,768-58, Gross service costs -597, ,609 86,182 Capitalised service costs for assets other than concession assets 1, Service costs -595, ,618 86,792 After stripping out the amounts contributed by the new Chilean and Brazilian companies (totalling E23,426 thousand), service costs are down E110,218 thousand, primarily reflecting: a) a E90,421 thousand decrease in construction and similar services, primarily caused by the lower volume of motorway construction, in line with the reduction in revenue from construction services; 108

109 Notes b) a decrease in transport costs (down E12,156 thousand), essentially linked to a reduction in the cost of winter operations. As noted above, in line with the accounting policy adopted through application of IFRIC 12, the cost of construction services required by contract is recognised in profit or loss. Revenue from construction services is then recognised on the basis of these costs, which include payments for external services, staff costs and financial expenses (relating solely to investment in construction services for which additional economic benefits are received under the relevant concession arrangements). Provisions for construction services required by contract are also released in line with payments for construction services for which no additional benefits are received. 8.7 Staff costs / E-341,894 thousand (E-336,121 thousand) An analysis of staff costs is shown below. (E000) H H Increase/(Decrease) Wages and salaries -243, ,051-1,521 Social security contributions -71,582-69,863-1,719 Post-employment benefits (including payments to supplementary pension funds or INPS) -12,559-12, Directors fees -2,700-2, Other staff costs -12,877-11,780-1,096 Gross staff costs -343, ,580-4,709 Capitalised staff costs for assets other than concession assets 1,395 2,459-1,064 Staff costs -341, ,121-5,773 Staff costs (before deducting capitalised expenses), of E343,289 thousand are up E4,709 thousand (1.4%) on the same period of 2012 (E338,580 thousand). After stripping out the contribution from the new Chilean and Brazilian companies and the deconsolidation of Port Mobility, staff costs are down E4,858 thousand (1.4%), reflecting: a) the decrease of 296 (2.8%); b) an increase in the average unit cost (up 2.2%), primarily due to: 1) the impact of the contract renewal for the period and the current renewal for Italian motorway operators; 2) reductions in the use of variable employees; c) a 0.8% reduction in other staff costs, primarily due to reduced use of temporary staff (a reduction of 144 staff on average). Staff costs for the first half of 2013 include E1,609 thousand, with the contra entry in equity, corresponding to the fair value of share options vesting during the period under the incentive plans more fully described in note The following table shows the average number of permanent and temporary employees by category, as noted in the section on the Workforce in the report on operations: Average workforce H H Increase/(Decrease) Senior managers Middle managers and administrative staff 5,637 5, Toll collectors 3,279 2, Manual workers 2,231 2, Total 11,352 10,

110 3. Condensed interim financial statements 8.8 Other operating costs / E-246,923 thousand (E-262,393 thousand) An analysis of other operating costs is shown below. (E000) H H Increase/(Decrease) Concession fees -203, ,682 2,200 Lease expense -9,913-10, Provisions (Uses of provisions) for the repair and replacement of assets to be handed over 12,652 7,623 5,029 Other provisions (uses of provisions) -21,872-18,875-2,997 Grants and donations -9,989-12,078 2,089 Direct and indirect taxes -6,424-5,057-1,367 Other -7,895-17,718 9,823 Other costs -24,308-34,853 10,545 Other operating costs -246, ,393 15,470 The E21,760 thousand reduction in other operating costs, after stripping out the total of E6,290 thousand contributed by the new Chilean and Brazilian companies, is essentially due to: a) the decrease in provisions for repairs (E9,440 thousand), reflecting uses and new provisions during the period; b) a decrease in concession fees (down E4,953 thousand), reflecting the decline in traffic; c) a reduction in compensation for damages (down E3,569 thousand), primarily regarding Autostrade per l Italia; d) increased provisions of Autostrade per l Italia (up E4,076 thousand), reflecting provisions made in the first half of 2013 in relation to the expected outcomes of a number of contractual disputes. 8.9 Use of provisions for construction services required by contract / E211,232 thousand (E208,638 thousand) The uses were in connection with the completion, in the first half of 2013, of construction services required by contract with no additional economic benefits, less accrued grants (recognised in revenue from construction services, as explained in note 8.2). Such releases are effectively an indirect adjustment to construction costs classified by nature and incurred, during the period, by the Group s operators, above all Autostrade per l Italia, subject to such contractual obligations. Further information on construction services and capital expenditure in the first half of 2013 is provided in notes 7.2 and (Impairment losses) and reversals of impairment losses / E-2,619 thousand (E-7,966 thousand) The reduction of E5,347 thousand primarily essentially relates to the E6,066 thousand impairment, in the first half of 2012, of certain financial assets deriving from concession rights in connection with the revised estimate of the value of takeover rights attributable to Autostrade Meridionali. 110

111 Notes 8.11 Financial income/(expenses) / E-364,750 thousand (E-144,893 thousand) Financial income / E148,646 thousand (E336,187 thousand) Financial expenses / E-513,623 thousand (E-479,242 thousand) Foreign exchange gains/(losses) / E227 thousand (E-1,838 thousand) An analysis of financial income and expenses is shown below. (E000) H H Increase/(Decrease) Financial income from the discounting to present 45,248 14,273 30,975 value of concession rights and government grants Interest and fees on bank and post office deposits 38,310 19,908 18,402 Income from transactions in derivative financial 19,575 22,617-3,042 instruments Non-cash income on convertible bonds issued 16,482-16,482 by SPMAR Other income from discounting to present value 1,523 4,385-2,862 Gains on restatement of investments at fair value - 170, ,764 Gain on the sale of the investment in IGLI - 60,971-60,971 Bargain purchase gain on acquisition of ASA - 27,356-27,356 Other 27,430 15,850 11,580 Other financial income 103, , ,531 Dividends received from investee companies Financial income (A) 148, , ,541 Financial expenses from the discounting to present value of provisions for construction services required by contract and other provisions -47,843-72,901 25,058 Interest on bonds -267, ,100-18,308 Interest on medium/long-term borrowings -85,105-67,370-17,735 Losses on derivative financial instruments -49,965-37,981-11,984 Impairments of investments carried at cost or fair value -13,675-19,034 5,359 Interest and fees on bank and post office deposits -2,076-1,017-1,059 Other -47,551-31,839-15,712 Other financial expenses less grants -465, ,341-59,439 Financial expenses (B) -513, ,242-34,381 Foreign exchange gains 51,910 24,747 27,163 Foreign exchange losses -51,683-26,585-25,098 Foreign exchange gains/(losses) (C) 227-1,838 2,065 Financial income/(expenses) (A + B + C) -364, , ,

112 3. Condensed interim financial statements Financial income from the discounting to present value of concession rights and government grants amounts to E45,248 thousand, marking an increase of E30,975 thousand on the same period of This is essentially a result of the contribution of the Chilean companies consolidated from 1 April 2012 (E11,514 thousand) and the income recognised in relation to the financial assets deriving from the concession rights acquired as a result of the Eco-Taxe project (E13,127 thousand). Financial expenses from the discounting to present value of provisions for construction services required by contract and other provisions amount to E47,843 thousand and are down E25,058 thousand on the first half of This is primarily due to the performance of provisions for construction services required by contract, which reflected a decline in the interest rates used to discount provisions at 31 December 2012, compared with the rates used at 31 December Net other financial expenses of E362,155 thousand are up E275,890 thousand on the same period of 2012 (E86,265 thousand). The increase partly reflects the impact of the following transactions during the first half of 2012 (income totalling E226,730 thousand), consisting of: a) recognition of a gain of E198,120 thousand linked to consolidation of Autostrade Sud America from 1 April 2012, including a fair value gain of E170,764 thousand on the existing % interest in this company, and the bargain purchase gain recognised (E27,356 thousand); b) a gain of E60,971 thousand on the sale of the investment in IGLI; c) expenses of E32,361 thousand incurred in relation to the partial buyback of Atlantia s bonds maturing in After stripping out these items, net financial expenses are up E49,160 thousand (15.7%), primarily reflecting the following: a) an increase in debt servicing costs, for an amount of E44.1 million, essentially due to an increase in average net debt. The increase includes approximately E15.5 million relating to the differential between the cost of funding incurred in order to raise the cash needed by the Group and the return on the investment of liquidity. In view of the redemption of Atlantia s bonds with a par value of E2,094.2 million maturing in June 2014, the Group obtained financing to fund full repayment of the debt, resulting in the above increase in net financial expenses as a result of the greater average liquidity made available, despite a reduction in the differential between the cost and the return on liquidity compared with the figure for the first half of 2012 in relation to the average liquidity available; b) net financial expenses resulting from consolidation of the new Brazilian companies from the first half of 2012, totalling E5,153 thousand; c) the difference in the contributions to net financial expenses in the two comparative periods of the Chilean companies consolidated from 1 April 2012, totalling E3,785 thousand Share of profit/(loss) of associates and joint ventures accounted for using the equity method / E 2,043 thousand (E1,425 thousand) The Share of profit/(loss) of associates and joint ventures accounted for using the equity method amounts to a loss of E2,043 thousand, primarily reflecting the Group s share of the results of Tangenziali Esterne Milano, Pune-Solapur Expressways and Atlantia Bertin Participações, compared with a profit of E1,425 thousand for the comparative period. The profit for the first half of 2012 was primarily due to the contribution from Autostrade Sud America and its Chilean subsidiaries (subsequently consolidated from 1 April 2012), amounting to E2,853 thousand. 112

113 Notes 8.13 Income tax (expense)/benefit / E-196,205 thousand (E-169,771 thousand) A comparison of the tax charges for the two comparative periods is shown below. (E000) H H Increase/(Decrease) IRES -92,192-98,037 5,845 IRAP -40,274-41,621 1,347 Other income taxes -23,201-17,339-5,862 Current tax expense -155, ,997 1,330 Recovery of previous years income taxes 4,429 1,301 3,128 Previous years income taxes -1, Differences on current tax expense for previous years 3, ,501 Provisions 57, ,958-48,050 Releases -100,220-90,156-10,064 Changes in prior year estimates ,143-10,568 Deferred tax income -42,737 25,945-68,682 Provisions -25,067-44,818 19,751 Releases 24,239 14,423 9,816 Changes in prior year estimates - -8,850 8,850 Deferred tax expense ,245 38,417 Income tax (expense)/benefit -196, ,771-26,434 Income tax expense for the first half of 2013 totals E196,205 thousand, up E26,434 thousand (15.6%) on the first half of 2012 (E169,771 thousand). The like-for-like figure is E6,104 thousand (up 3.6%), in line with the improved profit before tax from continuing operations, after taking account of the limited impact for tax purposes of net gains on investments in the two comparative periods Profit/(Loss) from discontinued operations / E899 thousand (E7,094 thousand) An analysis of the profit/(loss) from discontinued operations for the two comparative periods is shown below. (E000) H H Increase/(Decrease) Operating income - 36,948-36,948 Operating costs - -25,476 25,476 Financial income Financial expenses Tax expense - -3,585 3,585 Net contribution to IFRS profits of discontinued operations - 7,094-7,094 Other net profit/(loss) from discontinued operations Profit/(Loss) from discontinued operations 899 7,094-6,195 The total of E899 thousand for the first half of 2013 includes the dividends received from the Portuguese company, Lusoponte, whilst the amount for the first half of 2012 included the Group s share of the profit of Autostrada Torino- Savona, an investee company sold and deconsolidated in

114 3. Condensed interim financial statements 8.15 Earnings per share The following table shows the calculation of basic and diluted earnings per share with comparative amounts. H H Number of shares outstanding 661,827, ,827,592 Weighted average of treasury shares in portfolio -13,248,497-13,285,616 Weighted average of shares outstanding for the calculation of basic earnings per share 648,579, ,541,976 Weighted average diluted shares held under share based payment plans 562,590 92,182 Weighted average of all shares outstanding for the calculation of diluted earnings per share 649,141, ,634,158 Profit for the period attributable to owners of the parent (E000) 287, ,805 Basic earnings per share (E) Diluted earnings per share (E) Profit from continuing operations attributable to owners of the parent (E000) 286, ,712 Basic earnings per share from continuing operations (E) Diluted earnings per share from continuing operations (E) Profit from discontinued operations attributable to owners of the parent (E000) 899 7,093 Basic earnings/(losses) per share from discontinued operations (E) Diluted earnings/(losses) per share from discontinued operations (E) The weighted average number of treasury shares held by the Company is down with respect to the first half of 2012, following the exercise of options granted under the 2009 share option plan, described in detail in note

115 Notes 9. Other financial information 9.1 Notes to the consolidated statement of cash flows Consolidated cash flow in the first half of 2013, compared with the first half of 2012, is analysed below. The statement of cash flows is included in the Consolidated financial statements. Cash flows during the first half of 2013 resulted in a E253.1 million decrease in cash, versus a net cash outflow of E210.3 million in the first half of Operating activities generated cash flows of E523.5 million in the first half of 2013, up E289.3 million on the first half of 2012 (E234.2 million). The increase primarily reflects: a) an increase in operating cash flow linked to ordinary activities; b) differing contributions from non-financial assets and liabilities in the two comparative periods, due essentially to the management of income tax and the payment of fees due to ANAS and the Ministry of the Economy and Finance from Italian operators, both regarding the first half of Cash used for investment in non-financial assets amounts to E608.6 million, essentially relating to investment in assets held under concession, after the related government grants (E559.3 million). In the first half of 2012 the outflow of E1,561.8 million was primarily due to: a) the amount invested in the acquisition of the new Chilean and Brazilian companies, less their cash holdings, totalling E600.5 million; b) investment in assets held under concession after the related government grants (a net balance of E667.5 million); c) the medium/long-term loan in the form of convertible bonds to Infra Bertin Empreendimentos, which controls the project company, SPMAR, and establishment of the term deposit to be used to fund the loan, which will be disbursed to the borrower by the end of Net cash used in financing activities in the first half of 2013 amounts to E149.0 million, essentially regarding the payment of dividends by Atlantia and other Group companies to non-controlling shareholders, partially offset by the cash acquired following the refinancing conducted via the issue of bonds by the Brazilian companies during the period. The net cash inflow of E1,117.9 million generated by financing activities in the first half of 2012 primarily reflected Atlantia s new bond issue and the drawdown of the remaining tranche of the facility provided by the European Investment Bank (EIB), partially offset by early redemption of a percentage of the bond issue redeemable in 2014 and by the payment of dividends by Atlantia and other Group companies to non-controlling shareholders. The following table shows the net total cash flows of Autostrada Torino-Savona, whose contribution to the consolidated results of operations were, in the first half of 2012, reported in Profit/(Loss) from discontinued operations, as explained in note This cash is included in the consolidated statement of cash flows under operating, investing and financing activities. (E000) H H Net cash generated from/(used in) operating activities Net cash generated from/(used in) investing activities Net cash generated from/(used in) financing activities

116 3. Condensed interim financial statements 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 that are contained in the various strategic plans approved by the Board. 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 as approved by Atlantia s Board of Directors. Management of these risks is based on prudence and best market practice. The main objectives set out in this policy are as follows: a) to protect the scenario forming the basis of the strategic plan from the effect of exposure to currency and interest rate risks, identifying the best combination of fixed and floating rates; b) to pursue a potential reduction of the Group s borrowing costs within the risk limits determined by the Board of Directors; c) to manage derivative financial instruments taking account of their potential impact on the results of operations and financial position in relation to their classification and presentation. The Group s hedges outstanding as at 30 June 2013 are classified, in accordance with IAS 39, as cash flow, fair value or net investment hedges, depending on the type of risk hedged. The fair value of financial derivative instruments is based on expected discounted cash flows, using the market yield curve at the measurement date. Amounts in foreign currencies other than the euro are translated at closing exchange rates communicated by the European Central Bank. The residual average term to maturity of the Group s debt as at 30 June 2013 is approximately 6 years and 6 months. The average cost of medium to long-term debt in 2013 is 5.1% (4.7% for the companies operating in Italy, 6.1% for the Chilean companies and 10.2% for the Brazilian companies). Monitoring is, moreover, intended to assess, on a continuing basis, counterparty creditworthiness and the degree of risk concentration. 116

117 Notes a) Interest rate risk Interest rate risk is linked to uncertainty regarding the performance of interest rates, and takes two forms: a) cash flow risk: linked to financial assets and liabilities with cash flows indexed to a market interest rate. In order to reduce floating rate debt, the Group has entered into interest rate swaps (IRS), classified as cash flow hedges. The hedging instruments and the underlying financial liabilities have matching terms to maturity and notional amounts. Tests have shown that the hedges for the period were fully effective. Changes in fair value are essentially recognised in comprehensive income, with a minimal ineffective portion (E3,072 thousand) recognised in profit or loss in relation to the derivatives enetred into by Ecomouv Sas in connection with the project financing obtained and used in order to finance work on the Eco-Taxe project. Interest income or expense deriving from the hedged instruments is recognised simultaneously in profit or loss; 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 2013 the Group reports transactions classifiable as fair value hedges in accordance with IAS 39, regarding the previously mentioned new IPCA Linked Swaps entered into by the Brazilian companies, Triangulo do Sol and Colinas, with the aim of converting the real IPCA rate bonds issued in the first half of 2013 to a floating CDI rate. Changes in the fair value of these instruments are recognised in profit or loss and are offset by matching changes in the fair value of the underlying liabilities. As a result of the hedges used, 93% of interest bearing debt is fixed rate. b) 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 euro; c) transaction exposure incurred by making deposits or obtaining loans in currencies other than the currency in which financial statements are denominated. The Group s prime objective of currency risk is to minimise transaction exposure through the assumption of liabilities in currencies other than the euro. Cross currency swaps (CCIRS) with notional amounts and maturities matching those of the underlying financial liabilities were entered into specifically to eliminate the currency risk to which the sterling and yen denominated bonds are exposed. These swaps also qualify as cash flow hedges and tests have shown that they are fully effective. 19% of Group debt is denominated in currencies other than the euro. Taking account of foreign exchange hedges and the proportion of debt denominated in the local currency of the country in which the relevant Group company operates (around 13%), the Group is not exposed to currency risk on translation into euros. Non-deliverable forwards have been classified as net investment hedges in accordance with IAS 39 in connection with the forward sale of Chilean pesos to hedge the translation risk of certain assets and investments located in Chile. The differentials paid in 2013 have been recognised in other comprehensive income. As at 30 June 2013 the above instruments hedge the assets of Los Lagos. 117

118 3. Condensed interim financial statements The following table summarises outstanding derivative financial instruments as at 30 June 2013 (compared with 31 December 2012) and shows the corresponding market value and the hedged financial asset or liability. Type (E000) Purpose of hedge Currency Cash flow hedges (1) Cross Currency Swap Currency Cross Currency Swap Gbp Cross Currency Swap Jpy Interest Rate Swap Interest rate Interest Rate Swap Eur Interest Rate Swap Eur Interest Rate Swap Eur Interest Rate Swap Eur Interest Rate Swap Eur Interest Rate Swap Eur Total Fair value hedges (1) IPCA Linked Swap IPCA Linked Swap Interest rate IPCA Linked Swap Interest rate IPCA Linked Swap Interest rate Total Derivatives not accounted for as hedges FX Forward Currency Usd Total Net investment hedges Non-Deliverable Forward Currency Clp Total Total of which: fair value (asset) fair value (liability) (1) The fair value of cash flow hedges excludes accruals at the end of the reporting period. (2) The fair value of these hedges is reported under current financial liabilities. 118

119 Notes Hedged financial liability Fair value asset/(liability) Notional amount Fair value asset/(liability) Notional amount Description Par value Term -238, , , , , , , ,000 Bond (Gbp) 750, , ,176-39, ,176 Bond (Jpy) 149, ,264 1,635,630-76,423 1,632,048-30, ,000-19, ,000 Term Loan Facility 480, , ,000-28, ,000 Cassa Depositi e Prestiti 500, ,000 2, ,000 Cassa Depositi e Prestiti and Sace 100, ,000 2, ,000 Cassa Depositi e Prestiti and Sace 100, , ,931-30, ,560 Project financings 414, ,405 41,699-3,183 37,488 50% Project Loan Agreement (Pln) 69, ,232 2,534, ,884 2,531, , , , ,673 Bond IPCA linked 129, ,177 Bond IPCA linked 43, ,022 Bond IPCA linked 89, , , , (2) 24, , , , (2) 64,408 Assets in Chile 64,408 (90) 67, , ,354 2,620, ,956 2,882,412 27,678 5, , ,

120 3. Condensed interim financial statements 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 income statement and on equity during the year. The interest rate sensitivity analysis is based on the exposure of derivative and non-derivative financial instruments at the end of the reporting period, 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 equity, 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 income statement, totalling E800 thousand, and on the statement of comprehensive income, totalling E13,225 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 income statement, totalling E3,158 thousand, and on the statement of comprehensive income, totalling E204,015 thousand, due to the adverse effect on the international 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 2013 project debt allocated to individual companies amounts to E2,159 million. At the same date the Group has cash reserves of E5,945 million, consisting of: a) E2,554 million in cash and/or investments maturing within 120 days; b) E532 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) E2,859 million in undrawn committed lines of credit. 120

121 Notes Details of drawn and undrawn committed lines of credit are shown below: Borrower (EM) Autostrade per l Italia Autostrade per l Italia Autostrade per l Italia Autostrade per l Italia Autostrade per l Italia Autostrade per l Italia Ecomouv facility Linea Committed a mediolungo termine BEI - tranche B Medium/long-term committed CDP/SACE line Medium/long-term committed CDP/SACE line Committed Revolving Credit Facility Medium/long-term committed EIB line- Tranche A Medium/long-term committed CDP/EIB line Bridge Loan/Cassa Depositi e Prestiti Drawdown period Final maturity Available Drawn Undrawn , May 2015 June ,000-1, ,000 1, Total 4,882 2,023 2,859 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 bad debt allowance for trade receivables are provided in note

122 3. Condensed interim financial statements 10. Other information 10.1 Analysis by geographical segment The following table shows an analysis of the Group s revenue and non-current assets by geographical segment. (E000) Revenue Non-current assets (1) H H Italy 1,869,593 2,080,318 16,818,887 17,160,109 France 160, ,507 6,581 6,850 Brazil 169,981 69,383 1,544,967 1,687,469 Chile 109,112 48,567 2,179,031 2,319,784 United States 22,663 23,098 19,098 19,175 Poland 23,705 20, , ,579 Romania 1, India Other European countries Total 2,357,344 2,354,719 20,803,682 21,459,967 (1) In accordance with IFRS 8, non-current assets do not include financial instruments, deferred tax assets, assets relating to post-employment benefits or rights deriving from insurance contracts Guarantees The Group has certain guarantees in issue to third parties as at 30 June 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 E40,000 thousand as at 30 June Toto Costruzioni Generali is under an obligation to assume Atlantia s guarantee obligations, as a result of its acquisition of the controlling interest in Strada dei Parchi, within 36 months from the date of the issuance of the guarantee, which was 27 November 2010, and has issued its counterindemnity for the amount of its obligation subject, however, to the above cap; b) bank guarantees provided by Tangenziale di Napoli (E32,213 thousand) to the Ministry of Infrastructure and Transport, as required by the covenants in the concession arrangements; c) Atlantia s corporate counterindemnity issued on behalf of the subsidiary, Electronic Transaction Consultants Corporation, to the insurance companies which have issued performance bonds totalling E96,284 thousand for free-flow tolling projects. Also as at 30 June 2013 the shares of certain of the Group s overseas companies have been pledged to providers of project financing to the same companies, as have shares in Pune-Solapur Expressways, Lusoponte and Bologna & Fiera Parking Reserves As at 30 June 2013 contract reserves amounting to approximately E2,180 million (E1,600 million as at 31 December 2012) have been quantified by contractors in relation to capital expenditure by Group companies, with a net increase in value of approximately E580 million during the first half of 2013; the above increase is essentially related to further expected consideration with regard to the programme of investment in major infrastructure projects of Autostrade per l Italia (in particural works on Variante di Valico and on Widening to 3 lanes of A14-Adriatica). 122

123 Notes Based on past experience, only a small percentage of the reserves will actually have to be paid to contractors and, in this case, will be accounted for as an increase in the cost of concession rights. In the case of other contract reserves not related to investing activities (contract work and maintenance), totalling E50 million, any future charges are covered by existing provisions for disputes Related party transactions In implementation of the provisions of article 2391-bis of the Italian Civil Code, the Regulations adopted by the Commissione Nazionale per le Società e la Borsa (the CONSOB) in Resolution of 12 March 2010, as subsequently amended, and Resolution 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. This Procedure, which is available for inspection at the Company s website sets out the criteria to be used in identifying related parties and the related reporting requirements. The following table shows amounts in the income statement and statement of financial position generated by the Atlantia Group s related party transactions, broken down by nature of the transaction (trading or financial), including those with Directors, Statutory Auditors and key management personnel at Atlantia SpA. Related party trading and other transactions Name (EM) H H Assets Liabilities Income Expenses Assets Liabilities Income Expenses Parents Sintonia Total parents Associates Società Autostrada Tirrenica Bologna & Fiera Parking Società Infrastrutture Toscane Total associates Joint ventures Pune-Solapur Expressways Private Limited Total joint ventures Affiliates Autogrill United Colors of Communication Total affiliates Pension funds Pension funds (CAPIDI and ASTRI) Total pension funds Atlantia key management personnel (1) Total key management personnel Total

124 3. Condensed interim financial statements Related party financial transactions Name (EM) H H Assets Liabilities Income Expenses Assets Liabilities Income Expenses Associates Società Autostrada Tirrenica (2) Società Infrastrutture Toscana Total associates Affiliates Autogrill Total affiliates Total (1) Atlantia s key management personnel means the Directors, Statutory Auditors and other senior management. Expenses for each year include emoluments, salaries, non-monetary benefits, bonuses and other incentives (including the fair value of share-based incentive plans) for Atlantia staff and in relevant subsidiaries and associates. The financial statements additionally include contributions of E0.3 million paid on behalf of the Directors, Statutory Auditors and senior management and a liability of E0.2 million, substanitially consistent with the figures for (2) Information on the loan provided to Società Autostrada Tirrenica is given in note 7.4. 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 2013 the Group is owed E18.3 million by the parent, Sintonia, which absorbed Schemaventotto in This amount regards tax refunds due from Schemaventotto 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 2013 the Atlantia Group did not engage in material trading or financial transactions with its direct or indirect parents. 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, 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 2013, Autogrill holds 132 food service concessions for service areas along the Group s motorway network. In the first half of 2013 the Group earned revenue of approximately E34.5 million on transactions with Autogrill, including E29.9 million in royalties deriving from management of service areas. This recurring income is generated by contracts entered into over various years, of which a large part was awarded as a result of transparent and nondiscriminatory competitive tenders. As at 30 June 2013 trading assets receivable from Autogrill amount to E58.8 million and have for the most part been collected after this date. 124

125 Notes 10.5 Significant regulatory aspects Toll increases with effect from 1 January 2013 Decree 501 of 31 December 2012 issued by the Minister of Infrastructure and Transport, in agreement with the Minister of the Economy and Finance, gave Autostrade per l Italia the go-ahead to increase its tolls by 3.47% from 1 January The same decree also suspended the increase based on the K component - the Company had requested an increase of 0.07% - and deferred application until the five-yearly update of the financial plan, with effect from 1 January Autostrade per l Italia has challenged the above decree before Lazio Regional Administrative Court, contesting the part in which it delays application of the K component until the update of the financial plan. The Minister of Infrastructure and Transport, in agreement with the Minister of the Economy and Finance, subsequently issued Decree 145 of 9 April 2013, authorising, with immediate effect, the toll increase of 0.07% suspended by the earlier decree of 31 December This new decree also authorised recovery, to be taken account of in the five-yearly update of the financial plan, of the uncollected tolls for the period between 1 January 2013 and the date of application of the above increase (12 April 2013). It was, finally, established that the above recovery will begin from the toll increases for Five-yearly update of financial plan In accordance with the terms of its Single Concession Arrangement, Autostrade per l Italia submitted the documentation comprising the five-yearly update of its financial plan to the Grantor on 28 September Whilst awaiting completion of the related approval process, the CIPE (the Interministerial Economic Planning Committee) passed Resolution 27/2013 of 21 March 2013, establishing that the five-yearly update of the financial plan must, for all operators, take place within 30 June of the year following the five-year period. As a result, Autostrade per l Italia submitted the documentation comprising the proposed five-yearly update of its financial plan to the Grantor on 28 June The process of updating the financial plan is still in progress at the date of approval of this Consolidated Interim Report. Award of the concession for the A3 Naples-Pompeii-Salerno motorway The single concession arrangement signed by Autostrade Meridionali and ANAS on 28 July 2009 expired on 31 December The Grantor published the call for tenders in the Official Gazette of 10 August 2012 in order to award the concession for maintenance and operation of the Naples-Pompeii-Salerno motorway. The tender process envisages that the winning bidder must pay the current operator the value of the takeover right, which the call for tenders has set at up to E410 million. Autostrade Meridionali submitted its request for prequalification. In compliance with the concession arrangement, in December 2012 the Grantor asked Autostrade Meridionali to continue operating the motorway after 1 January 2013 in accordance with the terms and conditions of the concession arrangements, and to implement a programme of safety measures. According to the terms of the concession arrangement, the transfer of the concession to the incoming operator will take place at the same time as payment for the takeover right is made to Autostrade Meridionali. 125

126 3. Condensed interim financial statements Disputes with oil and food service providers Two food service providers have alleged that Autostrade per l Italia has breached the terms of contracts relating to a number of service areas, requesting the payment of damages. An oil service provider (Tamoil) has requested the termination of existing agreements, alleging that the terms are excessively onerous and requesting the payment of damages for breach of contract by Autostrade per l Italia in relation to a number of service areas. With regard to the above provider, Autostrade per l Italia has responded to the failure to pay the fees due by enforcing the related bank guarantees and has notified orders for payment of the amounts due. Moreover, with regard to enforcement of the above bank guarantees, Tamoil has applied for an injunction pursuant to article 700 of the Code of Civil Procedure in an attempt to stop the guarantor bank paying Autostrade per l Italia the amounts covered by the guarantee provided by the bank. The Court of Rome refused the injunction in a ruling filed on 18 July In the beginning of July 2013 Autostrade per l Italia was informed of a challenge brought by Autogrill before Lazio Regional Administrative Court against the Italian Antitrust Authority and Autostrade per l Italia itself, requesting cancellation and/ or revision of the Antitrust ruling adopted at the meeting of 6 February 2013, insofar as it asserts that the pre-emptive rights accorded to Autogrill under the agreement of 1996 may not be exercised and should not be included in calls for tenders. In its challenge, Autogrill argues that it would suffer economic damage if its pre-emptive rights were not to be upheld, also observing that such rights were provided for, without any challenge being made, in previous competitive tenders in 2007 and Autogrill s challenge to the Antitrust Authority s ruling could constitute a precedent in future challenges contesting the competitive tenders that the advisor is about to advertise in relation to food service concessions approaching their expiry. Claim for damages from the Ministry of the Environment On 26 March 2013 the Ministry of the Environment filed a civil claim in connection with a criminal case pending before the Court of Florence. The case, which dates back to 2007 and relates to events in 2005, involves two of Autostrade per l Italia s managers and another 18 people from contractors, and regards alleged violations of environmental laws during construction of the Variante di Valico. The Ministry is claiming equivalent damages of approximately E800 million for joint liability of the accused. The Ministry s claim was notified to Autostrade per l Italia on 10 April. The Public Prosecutor s investigation centres around categorisation of the materials produced during excavation of the tunnels forming part of the motorway infrastructure as waste - consisting of spoil removed as work on boring the tunnel proceeds, mixed with other waste materials from construction and demolition containing hazardous substances. The Public Prosecutor s Office claims that, as a result, the conduct of Autostrade per l Italia s managers and the contractors carrying out the work was illegal, given that these materials were then used in constructing motorway embankments and in the landscaping work included in the designs and approved by the relevant authorities. Based in part on opinions obtained from Autostrade per l Italia s advisors, the company notes the following: in supervising execution of the above works and, in particular, in handling the resulting excavation material, Autostrade per l Italia has always acted in consultation with the government bodies and local authorities with responsibility for the related controls, as required by the Unified Standards, dated 8 August 2008, for the treatment of soil and rocks from excavation work, containing specific procedures for the handling of these materials; the method used for the works in question was confirmed by Ministerial Decree 161/2012, which clarifies the conditions to be met before soil and rocks from excavation work can be reused as by-products, confirming what was agreed with the Ministry of the Environment in the above Unified Standards on 8 August The above decree also establishes limits on the amount of pollutants contained for the purposes of reuse in motorway infrastructure, limits with which the materials in question complied, as certified by a technical expert provided by the Engineering Department of the University of Roma 3; it should also be noted that the abnormally large claim for equivalent damages, presented during the criminal trial (in place of any prior attempts at environmental recovery), appears not to be compliant with Italian legislation or with EU Directive 2004/35/EC. In respect of which, the European Commission indeed initiated infringement proceedings against Italy in 2007 (no. 2007/4679), confirmed on 27 January 2012 with a complementary reasoned opinion; however, in the remote likelihood that the court should find the two managers liable, the company believes that any recovery work would be limited. 126

127 Notes Autostrade per l Italia, therefore, in part based on the uniform opinions issued by its legal advisors, deems the claim to be without grounds and as a result, in view of the remoteness of the risk, has not deemed it necessary to make any provision in its financial statements. At the hearing held on 25 June 2013, Autostrade per l Italia appeared before the court as the civil defendant. The hearing was adjourned until 27 September 2013, partly in order to rule on the objections raised by the defence. It is expected that judgement at first instance will be pronounced by the end of Council of State sentence regarding award of the concession to Pedemontana Veneta Following the Council of State sentence that upheld the appeal brought by the permanent consortium led by SIS Scpa, and the ensuing decision by Veneto Regional Authority to award the concession to the afore-mentioned SIS Scpa, the temporary consortium that includes Pedemontana Veneta SpA (in which Autostrade per l Italia holds a direct 28% interest) appealed the above Council of State sentence before Lazio Regional Administrative Court on 16 December 2009, requesting the exclusion of SIS Scpa from the tender process for failing to meet the necessary requirements for participation in the tender. At the hearing on the merits scheduled for 8 June 2011, Lazio Regional Administrative Court turned down the appeal and, on 30 July 2011, an appeal was lodged with the Council of State, requesting reversal and cancellation of the above Lazio Regional Administrative Court sentence. This appeal was thrown out on 16 March In view of the company s inability to achieve its business purpose, the extraordinary general meeting of shareholders held on 9 May 2012 voted to place the company in liquidation, appointing a receiver. During 2012 the company, through the receiver, took steps to obtain the amount due as Promotor of the initiative, bringing actions before Lazio and Veneto regional administrative courts in early 2013 in order to obtain access to documentation regarding the concession arrangement and the copy of the deposit lodged by the selected bidder. The general meeting of shareholders of 28 June 2013, which approved the financial statements for 2012, also voted to take legal action in order to recover the amount due to the company. Ecomouv The project execution schedule - which envisaged that the system would be commissioned on 20 July has in part been revised, also to take account of changes to the legislation governing collection of the tax (the Guide des Procédures version 2.0, published in August 2012), and amendments to legislation cancelling the pilot phase due to take place in Alsace (April 2013), as well as the Minister of Transport s decision to conduct nationwide, voluntary trials and to commission the system on 1 October The various phases involved in the government s testing the system developed by Ecomouv began in April 2013 and are at an advanced stage, in line with the goal of commissioning the system by the above date. The start-up of nationwide, voluntary trials is due to take place at the same time as operational tests due to begin in August Potential risks relating to possible delays in commissioning the system primarily regard (i) receipt of validation of the collection and control chains, which could be affected by the time required by the relevant independent bodies and (ii) growing hostility towards the tax concerned among road hauliers, in part caused by the current economic crisis, and potential political decisions in response to any resulting protests. The ministers involved currently remain committed to maintaining the project schedule. In particular, on 17 July 2013 the Budget Minister signed the Mandat de Commissionnement, authorising Ecomouv to collect the ecotax on heavy vehicles on behalf of the French state and, on 19 July 2013, the Minister of Transport authorised the start-up of registration of taxpayers who intend to pay the tax by the companies specifically appointed by decree to act on behalf of the government (the Société Habilitée de Télèpéage, or SHT, which include the subsidiary, Telepass). However, in the early weeks of the registration process, the number of completed registration forms submitted by the SHTs was far lower than they had previously estimated and the failure to provide the necessary information and documents, or the inaccuracy of the information provided, has resulted in the rejection of a high proportion of the forms. The limited number of contracts entered into with the SHTs is, however, mainly due to the conduct of road hauliers who, despite the importance given to the ecotax in the specialist media, and the communication initiatives put in place by Ecomouv and the SHTs, are still not fully aware of the obligatory nature of the tax. 127

128 3. Condensed interim financial statements It is reasonable to assume, therefore, that most road hauliers will wait until September before entering into a contract that will enable them to equip themselves with the necessary onboard units, potentially putting the date for roll out of the system in doubt. Electronic Transaction Consultants (ETC) Following the withholding of payment by the Miami-Dade Expressway Authority ( MDX ) for the on site and office system management and maintenance services provided by ETC, and after a failed attempt at mediation as required by the service contract, on 28 November 2012 ETC petitioned the Miami-Dade County Court in Florida to order MDX to settle unpaid claims amounting to over US$30 million and damages for breach of contact. In December MDX, in turn, notified ETC of its decision to terminate the service contract and sue for compensation for alleged, yet unquantified, damages for breach of contract by ETC. Litigation is currently pending and pre-trial hearings are currently awaited. The court is expected to rule by the end of the first half of Chile On 26 June 2013 Costanera Norte and the grantor signed the final agreement for the implementation of an investment programme named Programma SCO (Santiago Centro Oriente). The agreement now has to be ratified by a decree to be issued by the country s President. The programme covers seven projects designed to eliminate the principal bottlenecks on the section operated under concession. The total value of the work to be carried out is 230 million pesos (approximately E360 million) and work is expected to be completed in mid The agreement envisages that the operator will receive specific payment from the grantor in return for the above construction services, including a final payment at the expiry of the concession term designed to guarantee a minimum return, and a share of the increase in revenue deriving from the installation of new tollgates. Work on the first three projects, with a value of approximately E40 million and previously approved as priority works, began in February Work on the other four projects is expected to start around the end of 2013 and the beginning of Brazil Following the recent civil unrest in the country, at the end of June 2013 the Governor of the State of São Paulo decided to delay introduction of the motorway toll increases due to be applied from 1 July 2013 in order to bring tolls into line with the inflation rate for the last 12 months (equal to 6.5%). In a resolution dated 27 June 2013, the Public Transport Services Regulator for the State of São Paulo (ARTESP) has, however, devised a compensation package for operators in order to maintain the financial conditions of the arrangements. The compensation package is subject to approval by the São Paulo state government. Should the above compensation not be sufficient to maintain the financial conditions of the arrangements, the concession arrangements provide for compensation via an extension of the concession term for a period to be calculated on the basis of the discount rate originally provided for in the arrangements. On 13 July 2013 ARTESP used the Official Gazette to announce its decision to proceed with an investigation of all ten operators in the State of São Paulo that agreed Addenda and Amendments with ARTESP, which were signed and approved in The agreed changes were designed to extend the concession terms to compensate, among other things, for the expenses incurred as a result of taxes introduced after the concessions were granted. The Addenda and Amendments of 2006 were negotiated and signed by ARTESP on the basis of favourable opinions issued by the Regulator s own technical, legal and finance departments. The Addenda and Amendments were then examined by specific oversight bodies from the Ministry of Transport and the Court of Auditors of the State of São Paulo, which confirmed their full validity. The operators concerned, which include Triangulo do Sol and Colinas, and industry insiders, including banks, believe that the risk of a unilateral revision of the Addenda and Amendments is remote. This view is backed up by a number of unequivocal legal opinions provided by leading experts in administrative law and regulation. ARTESP is contesting the fact 128

129 Notes that the compensation was calculated on the basis of forecasts in the related financial plans as, moreover, provided for in the concession arrangements, and not on the basis of actual data. * * * At the present time, the outcomes of the above litigation proceedings are not expected to result in significant charges to be incurred by Group companies, in addition to the amounts already provided in the consolidated statement of financial position as at 30 June Events after 30 June 2013 No material events have taken place after 30 June 2013 in addition to those described in note

130 3. Condensed interim financial statements Annex 1 The Atlantia Group s basis of consolidation and investments as at 30 June 2013 NAME REGISTERED OFFICE Business CURRENCY Parent company Atlantia SpA Rome Holding company Euro Subsidiaries consolidated on a line-by-line basis AD Moving SpA Rome Advertising services Euro Atlantia Bertin Concessões SA São Paulo (Brazil) Holding company Real Autostrada Mazowsze SA (in liquidation) Katowice (Poland) Motorway services Zloty Autostrade Concessões e Participações Brasil Limitada São Paulo (Brazil) Holding company Real Autostrade dell Atlantico Srl Rome Holding company Euro Autostrade Holding do Sur SA Santiago (Chile) Holding company Peso Autostrade Indian Infrastructure Development Private Limited Mumbai - Maharashtra (India) Holding company Rupee Autostrade Meridionali SpA Naples Motorway operation and construction Euro Autostrade per l Italia SpA Rome Motorway operation and construction Euro Autostrade Portugal-Concessões de Infraestruturas SA Sintra (Portugal) Holding company Euro Autostrade Tech SpA Rome Information systems and equipment for the control and automation of traffic and road safety Concessionária da Rodovia MG 050 SA São Paulo (Brazil) Motorway operation and construction Real Ecomouv D&B Sas Paris (France) Design/construction/distribution of equipment requried for Eco-Taxe Ecomouv Sas Paris (France) Financing/design/construction/operation of equipment requried for Eco-Taxe Electronic Transaction Consultants Co. Richardson (Texas-USA) Automated tolling services Dollaro EsseDiEsse Società di Servizi SpA Rome General administrative services Euro Euro Euro Euro (1) The Atlantia Group holds 50% plus one share in the companies and exercises control on the basis of partnership and governance agreements. (2) Company listed on Borsa Italiana SpA s Expandi market. 130

131 Annex 1 SHARE CAPITAL/ CONSORTIUM FUND AS AT HELD BY % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT overall GROUP INTEREST (%) Note 661,827,592 1,000,000 Autostrade per l Italia SpA 100% 100% 678,253,135 Triangulo do Sol Participações SA 100% 50.00% (1) 20,000, % 88.36% Atlantia SpA 70.00% Stalexport Autostrady SA 30.00% 729,590, % 100% Autostrade Portugal - Concessoes de Infraestruturas SA 30.31% Autostrade dell Atlantico Srl 47.91% Autostrade Holding do Sur SA 21.78% 1,000,000 Autostrade per l Italia SpA 100% 100% 51,496,805, % 100% Autostrade dell Atlantico Srl 99.99% Autostrade per l Italia SpA 0.01% 500, % 100% Autostrade per l Italia SpA 99.99% Spea Ingegneria Europea SpA 0.01% 9,056,250 Autostrade per l Italia SpA 58.98% 58.98% (2) 622,027,000 Atlantia SpA 100% 100% 30,000,000 Autostrade dell Atlantico Srl 100% 100% 1,120,000 Autostrade per l Italia SpA 100% 100% 53,976,022 Atlantia Bertin Concessões SA 100% 50.00% (1) 500,000 Autostrade per l Italia SpA 75.00% 75.00% 30,000,000 Autostrade per l Italia SpA 70.00% 70.00% 16,692 Autostrade dell Atlantico Srl 61.41% 61.41% 500,000 Autostrade per l Italia SpA 100% 100% 131

132 3. Condensed interim financial statements NAME REGISTERED OFFICE Business CURRENCY Giove Clear Srl Rome Cleaning services Euro Grupo Costanera SpA Santiago (Chile) Holding company Peso Infoblu SpA Rome Traffic information Euro Infra Bertin Participações SA São Paulo (Brazil) Holding company Real Mizard Srl Rome Acquisition, sale and management of investments in information services/radio and television/telecommunications companies Newpass SpA Verona Transport control and automated information systems and equipment Pavimental Polska Spzoo Warsaw (Poland) Motorway and airport construction and maintenance Pavimental SpA Rome Motorway and airport construction and maintenance Raccordo Autostradale Valle d Aosta SpA Rome Motorway operation and construction Euro Rodovias das Colinas SA São Paulo (Brazil) Motorway operation and construction Real Sociedad Concesionaria AMB SA Santiago (Chile) Motorway operation and construction Peso Euro Euro Zloty Euro Sociedad Concesionaria Autopista Nororiente SA Santiago (Chile) Motorway operation and construction Peso Sociedad Concesionaria Autopista Nueva Vespucio Sur SA Santiago (Chile) Holding company Peso Sociedad Concesionaria Costanera Norte SA Santiago (Chile) Motorway operation and construction Peso Sociedad Concesionaria de Los Lagos SA Santiago (Chile) Motorway operation and construction Peso Sociedad Concesionaria Litoral Central SA Santiago (Chile) Motorway operation and construction Peso Sociedad Concesionaria Vespucio Sur SA Santiago (Chile) Motorway operation and construction Peso Sociedad Gestion Vial SA Santiago (Chile) Construction and maintenance of roads and traffic services Peso Sociedad Operacion y Logistica de Infraestructuras SA Santiago (Chile) Concession contruction and services Peso Società Italiana per Azioni per il Traforo del Monte Bianco Pré Saint Didier (Aosta) Mont Blanc Tunnel operation and construction Euro (3) The issued capital is made up of 284,350,000 preference shares. The percentage interest is calculated with reference to all shares in issue, whereas the 58.00% of voting rights is calculated with reference to ordinary voting shares. 132

133 Annex 1 SHARE CAPITAL/ CONSORTIUM FUND AS AT HELD BY % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT overall GROUP INTEREST (%) 10,000 Autostrade per l Italia SpA 100% 100% 465,298,430,418 Autostrade dell Atlantico Srl 50.01% 50.01% 5,160,000 Autostrade per l Italia SpA 75.00% 75.00% 643,166,231 Autostrade Concessões e Participações Brasil limitada Note 50.00% 50.00% (1) 10,000 Atlantia SpA 100% 100% 1,747,084 Autostrade per l Italia SpA 51.00% 51.00% 3,000,000 Pavimental SpA 100% 99.40% 10,116,452 Autostrade per l Italia SpA 99.40% 99.40% 343,805,000 Società Italiana per Azioni per il Traforo del Monte Bianco 47.97% 24.46% (3) 226,145,401 Atlantia Bertin Concessões SA 100% 50.00% (1) 5,875,178, % 50.01% Grupo Costanera SpA 99.98% Sociedad Gestion Vial SA 0.02% 22,738,904, % 50.01% Grupo Costanera SpA 99.90% Sociedad Gestion Vial SA 0.10% 166,967,672, % 50.01% Grupo Costanera SpA % Sociedad Gestion Vial SA % 58,859,765,519 Grupo Costanera SpA % 50.01% Sociedad Gestion Vial SA % 53,602,284, % 100% Autostrade Holding do Sur SA % Autostrade dell Atlantico Srl % 18,368,224, % 50.01% Grupo Costanera SpA 99.99% Sociedad Gestion Vial SA 0.01% 52,967,792, % 50.01% Sociedad Concesionaria Autopista Nueva Vespucio Sur SA Sociedad Gestion Vial SA % 100% % 100% 50.01% 397,237, % 50.01% Grupo Costanera SpA 99.99% Sociedad Operacion y Logistica de Infraestructuras SA 0.01% 11,736, % 50.01% Grupo Costanera SpA 99.99% Sociedad Gestion Vial SA 0.01% 109,084,800 Autostrade per l Italia SpA 51.00% 51.00% 133

134 3. Condensed interim financial statements NAME REGISTERED OFFICE Business CURRENCY Spea do Brasil Projetos e Infra Estrutura Limitada São Paulo (Brazil) Integrated technical engineering services Real Spea Ingegneria Europea SpA Milan Integrated technical engineering services Euro Stalexport Autoroute Sàrl Luxembourg Motorway services Euro Stalexport Autostrada Dolnolska SA Katowice (Poland) Motorway services Zloty Stalexport Autostrada Małopolska SA Mysłowice (Poland) Motorway operation and construction Zloty Stalexport Autostrady SA Katowice (Poland) Holding company Zloty Tangenziale di Napoli SpA Naples Motorway operation and construction Euro Tech Solutions Integrators Sas Paris (France) Construction, installation and maintenance of electronic tolling systems Telepass France Sas Paris (France) Electronic tolling and eco tax payment systems Euro Telepass SpA Rome Automated tolling services Euro Euro TowerCo SpA Rome Tower management services Euro Triangulo do Sol Auto-Estradas SA Matao (Brazil) Motorway operation and construction Real Triangulo do Sol Participações SA São Paulo (Brazil) Holding company Real Via4 SA Mysłowice (Poland) Motorway services Zloty (4) Company listed on the Warsaw stock exchange. 134

135 Annex 1 SHARE CAPITAL/ CONSORTIUM FUND AS AT HELD BY % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT overall GROUP INTEREST (%) 25, % 100% Spea Ingegneria Europea 99.99% Autostrade Concessões e Participações Brasil Limitada 0.01% 5,160,000 Autostrade per l Italia SpA 100% 100% 56,149,500 Stalexport Autostrady SA 100% 61.20% 10,000,000 Stalexport Autostrady SA 100% 61.20% 66,753,000 Stalexport Autoroute Sàrl 100% 61.20% 185,446,517 Autostrade per l Italia SpA 61.20% 61.20% (4) 108,077,490 Autostrade per l Italia SpA 100% 100% 2,000,000 Autostrade per l Italia SpA 100% 100% Note 1,000,000 Telepass SpA 100% 100% 26,000, % 100% Autostrade per l Italia SpA 96.15% Autostrade Tech SpA 3.85% 20,100,000 Atlantia SpA 100% 100% 71,000,000 Atlantia Bertin Concessões SA 100% 50.00% (1) 1,027,052,252 Infra Bertin Participações SA 100% 50.00% (1) 500,000 Stalexport Autoroute Sàrl 55.00% 33.66% 135

136 3. Condensed interim financial statements NAME REGISTERED OFFICE BUSINESS CURRENCY Investments accounted for using the equity method Associates and joint ventures Arcea Lazio SpA Rome Road and motorway construction and concessions in Lazio A&T Road Construction Management and Operation Private Limited Pune-Maharashtra (India) Operation and maintenance, design and project management Atlantia Bertin Participações SA São Paulo (Brazil) Holding company Real Autostrade for Russia GmbH Vienna (Austria) Holding company Euro Bologna & Fiera Parking SpA Bologna Design, construction and management of multi-level public car parks Biuro Centrum Spzoo Katowice (Poland) Administrative services Zloty GEIE del Traforo del Monte Bianco Courmayeur, Aosta Maintenance and operation of Mont Blanc Tunnel Euro Pedemontana Veneta SpA (in liquidation) Verona Operation and construction of Pedemontana Veneta motorways Pune -Solapur Expressways Private Limited New Delhi (India) Motorway operation and construction Rupee Società Autostrada Tirrenica pa Rome Motorway operation and construction Euro Società Infrastrutture Toscane SpA Florence Design, construction and operation of Prato to Signa motorway link Euro Rupee Euro Euro Euro Tangenziali Esterne di Milano SpA Milan Construction and operation of the Milan ring road Euro Investments accounted for at cost or fair value Unconsolidated subsidiaries Pavimental Est AO Moscow (Russian Federation) Motorway operation and construction Petrostal SA (in liquidation) Warsaw (Poland) Real estate services Zloty Stalexport Wielkopolska Spzoo w Upadsołci Komorniki (Poland) Steel trading Zloty Ruble Other investments Alitalia - Compagnia Aerea Italiana SpA Milan Airline Euro Emittenti Titoli SpA Milan Borsa SpA shareholder Euro Firenze Parcheggi SpA Florence Car park management Euro Huta Jedno SA Siemianowice (Poland) Steel trading Zloty Instal Nasielsk Spzoo (in liquidation) Nasielsk (Poland) Production of steel structures Zloty Inwest Star SA (in liquidation) Starachowice (Poland) Steel trading Zloty Italmex SpA (in liquidation) Milan Trading agency Euro Konsorcjum Autostrada Slask SA Katowice (Poland) Motorway operation and construction Zloty Società di Progetto Brebemi SpA Brescia Concession for the construction and operation of the Brescia-Milan link Tangenziale Esterna SpA Milan Design, construction and operation of the new Milan outer ring road Euro Euro Uirnet SpA Rome Operation of national logistics network Euro Veneto Strade SpA Venice Construction and maintenance of roads and traffic services Walcownia Rur Jedno Spzoo Siemianowice (Poland) Steel trading Zloty Zakłady Metalowe Dezamet SA Nowa Dba (Poland) Steel trading Zloty Euro 136

137 Annex 1 SHARE CAPITAL/ CONSORTIUM FUND AS AT HELD BY % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT ,983, Autostrade per l Italia SpA 34.00% 100, Autostrade Indian Infrastructure Development Private Limited 50.00% 97,121, Autostrade Concessões e Participações Brasil Ltda 50.00% 60, Autostrade Tech SpA 25.50% 9,000, Autostrade per l Italia SpA 32.50% 80, Stalexport Autostrady SA 40.63% 2,000, Società Italiana per Azioni per il Traforo del Monte Bianco 50.00% 6,000, Autostrade per l Italia SpA 29.77% 100,000, Atlantia SpA 50.00% 24,460, Autostrade per l Italia SpA 24.98% 30,000, % Autostrade per l Italia SpA 46.00% Spea Ingegneria Europea SpA 0.60% 92,027, Autostrade per l Italia SpA 15.38% 4,200, Pavimental SpA 100% 2,050, Stalexport Autostrady SA 100% 8,080, Stalexport Autostrady SA 97.96% 668,355, Atlantia SpA 8.85% 4,264, Atlantia SpA 7.24% 25,595, Atlantia SpA 5.36% 27,200, Stalexport Autostrady SA 2.40% 664, Stalexport Autostrady SA 0.56% 11,700, Stalexport Autostrady SA 0.26% 1,464, Stalexport Autostrady SA 4.24% 1,987, Stalexport Autostrada Dolnolska SA 5.43% 180,000, Spea Ingegneria Europea SpA 0.10% 220,000, % Autostrade per l Italia SpA 0.25% Pavimental SpA 1.00% 991, Autostrade per l Italia SpA 1.61% 5,163, Autostrade per l Italia SpA 5.00% 220,590, Stalexport Autostrady SA 0.01% 18,789, Stalexport Autostrady SA 0.27% 137

138 3. Condensed interim financial statements NAME REGISTERED OFFICE BUSINESS CURRENCY Consortia Consorcio Anhanguera Norte Riberão Preto (Brazil) Construction consortium Real Consorzio Autostrade Italiane Energia Rome Power supplies Euro Consorzio Costruttori Teem Milan Motorway operation and construction Euro Consorzio Fastigi Civitavecchia (Rome) Tunnel safety research and studies Euro Consorzio Galileo Scarl (in liquidation) Todi (Perugia) Construction of airport aprons Euro Consorzio Italtecnasud (in liquidation) Rome Control of Irpinia earthquake funds Euro Consorzio Midra Florence Scientific research for device base technologies Euro Consorzio Miteco Peschiera Borromeo (Milan) Execution of services and works assigned by Tangenziale Esterna SpA Consorzio Nuova Romea Engineering Monselice (Padua) Motorway design Euro Consorzio Pedemontana Engineering Verona Design of Pedemontana Veneta motorway Euro Consorzio Ramonti Scarl Tortona (Alessandria) Motorway construction Euro Consorzio RFCC (in liquidation) Tortona (Alessandria) Construction of Moroccan road network Euro Consorzio Tangenziale Engineering Milan Integrated technical engineering services - Milan external ringroad east Consorzio Trinacria Scarl Limena (Padua) Construction of airport aprons Euro Consorzio 2050 Rome Motorway design Euro Costruzioni Impianti Autostradali Scarl Rome Construction of public works and infrastructure Euro Euro Euro Elmas Scarl (in liquidation) Rome Construction and maintenance of airport runways and aprons Idroelettrica Scrl Châtillon (Aosta) Electricity generation Euro Lambro Scarl Milan Operation and construction on behalf of Teem Construction Consortium Quadrante 300 Rome Repaving of airport aprons Euro Euro Euro Investments accounted for in current assets Dom Maklerski Bdm SA Bielsko-Biała (Poland) Holding company Pln Ideon SA Katowice (Poland) Steel trading Pln Lusoponte - Concessionaria Para a Travessia do Tejo SA Montijo (Portugal) Motorway operation Euro Strada dei Parchi SpA Rome Motorway operation and construction Euro 138

139 Annex 1 SHARE CAPITAL/ CONSORTIUM FUND AS AT HELD BY % INTEREST IN SHARE CAPITAL/ CONSORTIUM FUND AS AT Autostrade Concessões e Participações Brasil 13.13% 107, % Autostrade per l Italia SpA 29.00% Autostrada Torino-Savona SpA 2.00% Tangenziale di Napoli SpA 2.00% Società Italiana per Azioni per il Traforo del Monte Bianco 1.90% Raccordo Autostradale Valle d Aosta SpA 1.10% Autostrade Meridionali SpA 0.90% 10, Pavimental SpA 1.00% 40, Autostrade per l Italia SpA 12.50% 10, Pavimental SpA 40.00% 51, Spea Ingegneria Europea SpA 20.00% 73, Autostrade Tech SpA 33.33% 10, Pavimental SpA 1.30% 60, Spea Ingegneria Europea SpA 16.67% 20, Spea Ingegneria Europea SpA 23.30% 10, Pavimental SpA 49.00% 510, Pavimental SpA 30.00% 20, Spea Ingegneria Europea SpA 30.00% 10, Pavimental SpA 53.00% 50, Spea Ingegneria Europea SpA 0.50% 10, % Pavimental SpA 75.00% Autostrade Tech SpA 20.00% Pavimental Polska Spzoo 5.00% 10, Pavimental SpA 60.00% 50, Raccordo Autostradale Valle d Aosta SpA 0.10% 200, Pavimental SpA 2.78% 10, Pavimental SpA 40.00% 19,796, Stalexport Autostrady SA 2.71% 343,490, % Stalexport Autostrady SA 2.63% Biuro Centrum Spzoo 0.15% 25,000, Autostrade Portugal - Concessões de Infraestruturas SA 17.21% 48,114, Autostrade per l Italia SpA 2.00% 139

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143 Attestation of the condensed interim financial statements Attestation of the condensed interim financial statements pursuant to article 81-ter of CONSOB Regulation of 14 May 1999, as subsequently amended 1. We, the undersigned, Giovanni Castellucci and Giancarlo Guenzi, as Chief Executive Officer and the manager responsible for Atlantia SpA s financial reporting, having taken account of the provisions of article 154-bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998, attest to: the adequacy with regard to the nature of the Company, and the effective application of the administrative and accounting procedures adopted in preparation of the condensed interim financial statements during the first half of The administrative and accounting procedures adopted in preparation of the condensed interim financial statements as at and for the six months ended 30 June 2013 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, which has established a body of general principles providing a standard for internal control systems that is generally accepted at international level. 3. We also attest that 3.1 the condensed interim financial statements: a) have been prepared in compliance with the 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 of the group of companies included in the basis of consolidation; 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 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. 1 August 2013 Giovanni Castellucci Chief Executive Officer Giancarlo Guenzi Manager responsible for financial reporting 143

144 4. Reports Report of the Independent Auditors 144