2017 FINANCIAL STATEMENTS OF ACEA SPA FINANCIAL STATEMENTS OF ACEA SPA ACEA GROUP CONSOLIDATED FINANCIAL STATEMENTS ACEA GROUP CONSOLIDATED FINANCIAL STATEMENTS ACEA SPA PIAZZALE OSTIENSE, 2 00154 ROME 2017 ACEA.IT 2017 FINANCIAL STATEMENTS OF ACEA SPA ACEA GROUP CONSOLIDATED FINANCIAL STATEMENTS INDEX LETTER TO SHAREHOLDERS 4 ACEA YESTERDAY, TODAY AND TOMORROW 6 GROUP STRUCTURE 8 INVESTOR RELATIONS 9 HIGHLIGHTS 10 THE ORGANISATIONAL MODEL 12 THE ACEA BUSINESS MODEL 14 REPORT ON OPERATIONS Corporate bodies 18 Summary of Results 19 Summary of operations and income, equity and financial performance of the Group 21 Reference context 29 Trend of operating segments 44 Significant facts occurring during the reporting period 65 Significant events occurring after the end of the financial year 66 Main risks and uncertainties 67 Foreseeable performance trend 72 Resolution on the operating results for the year and the distribution to Shareholders 73 ACEA FINANCIAL STATEMENTS Form and structure 76 Evaluation criteria and accounting principles 77 Accounting standards, amendments, interpretations 81 and improvements applied from 1 January 2017 Accounting standards, amendments and interpretations applicable 82 after the end of the financial year and not adopted early Income statement 85 Statement of Comprehensive Income 85 Statement of Financial Position 86 Statement of Changes in Equity as at 31 December 2016 87 Statement of Changes in Equity as at 31 December 2017 88 Statement of cash flow 89 2 ACEA GROUP / CONSOLIDATED FINANCIAL STATEMENTS 2017 Notes to the Income Statement 90 Notes to the Balance Sheet - Assets 96 Notes to the Balance Sheet - Liabilities 104 Information on Related Parties 111 Update of the main judicial disputes 114 Supplementary information on financial instruments and risk management policies 117 Commitments and potential risks 120 Resolutions regarding the result for the year and the distribution to Shareholders 120 Annexes to the Explanatory Notes of which they form an integral part thereof 121 Board of Statutory Auditors’ Report to the Shareholders’ Meeting 127 Independent Auditor’s Report 139 Certification of separate financial statements in accordance 147 with art. 154-bis of Legislative Decree 58/98 CONSOLIDATED FINANCIAL STATEMENTS Form and structure 150 Criteria, procedures and area of consolidation 151 Scope of Consolidation 153 Evaluation Criteria and Accounting Principles 154 Consolidated Income Statement 164 Consolidated Statement of Comprehensive Income 165 Consolidated Statement of Financial Position 166 Consolidated Statement of Cash flows 167 Statement of changes in consolidated equity 168 Notes to Consolidated Income Statement 169 Notes to Consolidated net worth and Financial Statement 180 Acquisitions for the Financial year 198 Obligations and potential risks 199 Information on service concessions 200 Related party transactions 210 Update on major disputes and litigation 212 Additional disclosures on financial instruments and risk management policies 219 Annexes 225 Independent Auditor’s Report 238 Certification of consolidated financial statements in accordance 251 with art. 154-bis of Legislative Decree 58/98 Report on Corporate Governance and on the ownership structure 252 3 LETTER TO SHAREHOLDERS Dear Shareholders, It should be noted that, in 2017, the amount of investments increased, albeit the financial year ended 31 December 2017 was characterised by a high only slightly, from €531 million to €532 million, with a further improvement rate of discontinuity compared with the recent past. Indeed, the guidelines compared with the record result of the previous year, favouring, especially in that accompanied the appointment of the current company management the second half of the year, those of an infrastructural nature. draw a strategy aimed at returning, to your Company, its typical mission: that of a multiutility with a strong business vocation. Amongst them all, we hereby highlight those carried out in the Water Sector for over €271 million, finalised, for a significant portion, to miti- The priority must be the creation of value and values, the first among these gate, through extraordinary maintenance interventions on the water dis- being the pursuit of the highest qualitative level of services provided to tribution network, the effects of an entire year, 2017, characterised by customers and citizens, keeping in mind the path to be taken to achieve very high peaks of drought that drastically reduced the available resources. this goal. Infrastructure investments are by far the most significant ele- ment. Profitability, rationalisation of management costs and ever-increas- A crisis that lifted the veil over the real situation regarding water stress ing efficiency in the provision of the service to users are also the expected and the effects of now full-blown climate change on both a national and short-term effects. global level, which forces us to abandon an although effective emergen- cy-based management approach, to direct ourselves towards a broader The way forwards was clear from the start. On 28 July 2017, only two and longer-term vision, that enables us to put in place every possible solu- months after the establishment of the Board of Directors, the 2018- tion to deal with the serious status of water resources. 2022 Strategic Guidelines were presented to the markets and, at the end of November, these guidelines were expressed, structured and incorpo- In fact the new Business Plan already responds, through a complex and rated into the new 2018-2022 Business Plan. This is a key point, worth bold planning of investments and actions, to many of the needs dictated going into in further detail, in order to be able to focus now on the results by the new context that has been outlined, also favouring a greater reac- achieved by your Company in 2017. tivity by the company towards not entirely foreseeable changes. Firstly, it should be noted that all the main economic and financial figures The current and future scenario is undoubtedly difficult, but also consti- are substantially in line, if not higher - as in the case of EBITDA - than tutes a source of opportunity for a company whose ambition is to grow, those periodically reported to the markets during the year. by both acquiring market shares and territory in its own country and by promoting its excellence across the borders via different initiatives, but In general, the entire financial statements are heavily influenced by both with the common objective of presenting Acea as a benchmark techno- previous decisions made and by extraordinary items, so much so that, on logical partner for parties called to deal with problems relating, in par- an adjusted basis, consolidated revenues, the aforementioned EBITDA ticular, to the water sector. and the net profit of the Group are higher than those of 2016, except for EBIT, which is slightly lower (-2%). Technology, innovation and quality are among the four pillars of this Busi- ness Plan and shall be for subsequent Business Plans, along with the speed Therefore, if the net profit amounts to approximately €181 million, by not taking factor, which is common to all strategies and activities, but essentially into account the non-recurring items, said net profit amounts to over €214 compared with the ability to read and oversee the technological or climatic million, thus 2% higher than the same item relating to financial year 2016. transformation in progress. In this specific case, the impact of these non-recurring items accounts In terms of innovation, the impetus given to the integration of sustainabil- for €46 million, with an impact of €33 million on the net profit. Added ity in the Group’s business strategies is of major importance amongst the to these are €52 million of higher amortisation and depreciation, as the elements introduced in this Company following the establishment of the main result of investments in information technology, which have, as is well current Board of Directors. known, a significantly shorter useful life. The concurrence between the times and similarities between the im- 4 ACEA GROUP / CONSOLIDATED FINANCIAL STATEMENTS 2017 plementation methods of the 2018–2022 Sustainability Plan with the As of this year, the approval of the first Non-Financial Statement relating preparation of the new Business Plan, which evolves over the same period to 2017 - which, for your Company is consolidated by the major listed of time, represent the almost tangible testimony of two processes, which companies - has also become mandatory. The Acea Board of Directors currently follow a univocal path and logic in pursuit of the same final result. took this step at its meeting of 14 March 2018. This is so true that, during the presentation of the Business Plan to the markets, Within the Acea Group, this document is identified substantially with our intention was to also dedicate space to describing the major objectives set the Sustainability Report, which, this year, is in its 20th edition. This out in the Sustainability Plan and we were able to report that, out of the €3 bil- is a tool, to which reference is evidently made, aimed at providing, lion plus worth of investments expected by the former, as much as €1.3 billion according to a highly transparent approach, an extraordinary amount pursue - through operations - the sustainable objectives outlined by the latter. of information, ordered by following the most widespread reporting Standard - the GRI - so as to ensure a full understanding of the activ- It is of equal importance to highlight how the operational objectives are ac- ities carried out by the Group Companies and the impacts produced companied by governance objectives, also aimed at promoting the progres- by such activities. sive integration of sustainability, acting on the governance of your Company, so that it implements conduct that is consistent with the most widespread The Company Management as set high and challenging objectives. The best practices and with the principles and guidelines expressed by the reference shareholders and markets, as the testified by the share, have Self-Discipline Code established by Borsa Italiana.