Half-Yearly Financial Report June 30, 2014
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2014 Innovation MARKET Investments JOB Growth 4 SECTORS Half-yearly financial report June 30, 2014 www.a2a.eu Half-yearly financial report at June 30, 2014 Contents 3 Corporate boards Key figures of the A2A Group 6 Areas of activity 7 Geographical areas of activity 8 Group structure 9 Financial highlights at June 30, 2014 11 Shareholdings 12 A2A S.p.A. on the Stock Exchange Consolidated results and report on operations 16 Summary of results, assets and liabilities and financial position 23 Significant events during the period 1 28 Significant events after June 30, 2014 29 Outlook for operations Consolidated financial statements 32 Consolidated balance sheet 34 Consolidated income statement 36 Consolidated statement of comprehensive income 37 Consolidated cash-flow statement 38 Statement of changes in Group equity 40 Balance sheet pursuant to Consob Resolution no. 17221 of March 12, 2010 42 Income statement pursuant to Consob Resolution no. 17221 of March 12, 2010 Notes to the Half-yearly financial report 44 General information on A2A S.p.A. 45 The Half-yearly financial report 46 Financial statements 47 Basis of preparation 48 Changes in international accounting standards 55 Scope of consolidation 56 Consolidation policies and procedures 65 Seasonal nature of the business 66 Results sector by sector 68 Notes to the balance sheet 85 Net debt 86 Notes to the income statement 93 Earnings per share 94 Note on related party transactions 98 Significant non-recurring events and transactions Half-yearly financial report at June 30, 2014 Contents 99 Guarantees and commitments with third parties 100 Other information Attachments to the notes to the Half-yearly financial report 148 1. Statement of changes in tangible assets 150 2. Statement of changes in intangible assets 152 3. List of companies included in the consolidated financial statements 154 4. List of shareholdings in companies carried at equity 156 5. List of companies held by A2A Ambiente S.p.A. 158 6. List of available-for-sale financial assets Changes in legislation 162 Changes in legislation Scenario and market 190 Macroeconomic scenario 2 192 Energy market trends Analysis of main sectors of activity 198 Energy Sector 203 Environment Sector 206 Heat and Services Sector 209 Networks Sector 212 Other Services and Corporate Risks and Uncertainties 216 Risks and uncertainties Responsible management for sustainability 230 Human resources and industrial relations 234 Social responsibility and stakeholder relations 237 Environmental responsibility 239 Innovation, development and research Certification of the condensed half-yearly financial statements pursuant to article 154-bis, paragraph 5 of Legislative Decree no. 58/98 244 Certification of the condensed half-yearly financial statements pursuant to article 154-bis, paragraph 5 of Legislative Decree no. 58/98 Indipendent Auditor’s report 246 Indipendent Auditor’s report This is a translation of the Italian original “Relazione finanziaria semestrale al 30 giugno 2014” and has been prepared solely for the convenience of international readers. In the event of any ambiguity the Italian text will prevail. The Italian original is available on the website www.a2a.eu Half-yearly financial report at June 30, 2014 Corporate Boards BOARD OF DIRECTORS CHAIRMAN Giovanni Valotti DEPUTY CHAIRMAN Giovanni Comboni CHIEF EXECUTIVE OFFICER Luca Camerano DIRECTORS Antonio Bonomo 3 Stefano Cao Michaela Castelli Elisabetta Ceretti Mario Cocchi Luigi De Paoli Fausto Di Mezza Stefano Pareglio Secondina Giulia Ravera BOARD OF STATUTORY AUDITORS CHAIRMAN Giacinto Gaetano Sarubbi STANDING AUDITORS Cristina Casadio Norberto Rosini SUBSTITUTE AUDITORS Onofrio Contu Paolo Prandi INDEPENDENT AUDITORS PRICEWATERHOUSECOOPERS S.P.A. Key figures of the A2A Group Half-yearly financial report at June 30, 2014 Areas of activity The A2A Group operates in the production, sale and distribution of gas and electricity, district heating, environmental services and the integrated water cycle. These activities in turn form part of the following sectors: Sectors of the A2A Group Energy Environment Heat and Networks Other Services 6 services and Corporate Thermoelectric Collection and Cogeneration Electricity Other and hydroelectric street sweeping plants networks services plants Energy Treatment District heating Gas networks Corporate management networks services Sale Disposal and Sale of heat Integrated water of electricity energy and other cycle and gas recovery services This breakdown into sectors reflects the organization of financial reports regularly analyzed by management and the Board of Directors in order to manage and plan the Group’s business. Half-yearly financial report at June 30, 2014 Geographical areas of activity 7 Updated through to June December 30, 2014 31, 2012 Hydroelectric plants Thermoelectric plants Cogeneration plants Waste treatment plants Technological partnerships Half-yearly financial report at June 30, 2014 Group structure A2A S.p.A. 70.95% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Edipower A2A Trading A2A Energia A2A Ambiente A2A Calore A2A Reti A2A Reti Gas Selene & Servizi Elettriche 100.00% 70.00% 100.00% 100.00% 60.00% 100.00% 100.00% 100.00% Abruzzoenergia A2A Alfa Aspem Amsa Proaris A2A Ciclo A2A Servizi alla A2A Logistica 8 Energia Idrico distribuzione 50.00% 50.00% 33.33% 100.00% 90.00% 91.60% 21.94% Ergosud Premiumgas Lumenergia Aprica Aspem (2) Retragas ACSM-AGAM 43.70% 50.00% 74.50% 7.91% EPCG Metamer Camuna Dolomiti Energia Energia 39.49% 49.15% Rudnik Uglja ASVT (1) ad Pljevlja Areas of activity Energy Environment (1) Of which 0.38% held through A2A Reti Gas S.p.A.. Heat and Services (2) There are put options on an additional interest in the company’s share capital. Networks This chart shows the most significant shareholdings of the A2A Group. See attachments Other companies 3, 4, 5 and 6 for full details of shareholdings. Half-yearly financial report at June 30, 2014 Financial highlights at June 30, 2014 (*) Revenues _______________________________________________ 2,582 million euro Gross operating income __________________________________ 551 million euro Net profit _______________________________________________ 97 million euro Income statement figures 01 01 2014 01 01 2013 Millions of euro 06 30 2014 06 30 2013 (a) 9 Revenues 2,582 2,845 Operating expenses (1,701) (1,887) Labour costs (330) (348) Gross operating income 551 610 Depreciation, amortization, provisions and write-downs (249) (280) Net operating income 302 330 Result from non-recurring transactions – (3) Financial balance (96) (81) Result before taxes 206 246 Income taxes (101) (94) Net result from discontinued operations – – Minorities (8) (19) Group result of the period 97 133 Gross operating income/Revenues 21.3% 21.4% (a) According to the new adopted Income Statement structure the comparative figures for the period January-June 2013 have been reclassified. (*) The figures serve as performance indicators as required by CESRN/05/178/B. Half-yearly financial report at June 30, 2014 Financial highlights at June 30, 2014 Balance sheet figures 06 30 2014 12 31 2013 Millions of euro Net capital employed 6,881 7,222 Total equity attributable to the Group and minorities 3,309 3,348 Consolidated net financial position (3,572) (3,874) Consolidated net financial position/Equity attributable to the Group and minorities 1.08 1.16 Consolidated net financial position/Average market capitalisation 1.29 1.95 Financial data 01 01 2014 01 01 2013 Millions of euro 06 30 2014 06 30 2013 Net cash from operating activities 530 497 Net cash used in investing activities (123) (114) Free cash flow 407 383 Average market capitalization in 2014 _______________________ 2,759 millions of euro 10 Key figures of A2A S.p.A. 06 30 2014 12 31 2013 Share capital (euro) 1,629,110,744 1,629,110,744 Number of ordinary shares (par value 0.52 euro) 3,132,905,277 3,132,905,277 Number of treasury shares (par value 0.52 euro) 26,917,609 26,917,609 Key indicators 06 30 2014 06 30 2013 Average 6-month Euribor 0.395% 0.330% Average price of Brent crude (US$/bbl) 108.29 107.99 Average exchange rate euro/US$ (*) 1.37 1.31 Average price of Brent crude (euro/bbl) 79.00 82.20 Average price of coal (euro/tonne) 55.99 63.27 (*) Source: Italian Foreign Exchange Office Half-yearly financial report at June 30, 2014 Shareholding (*) Municipality of Milan 27.5% Market 40.5% Municipality of Brescia 27.5% 11 UBS Group 2.0% Carlo Tassara 2.5% (*) Stakes higher than 2% (updated at June 30, 2014) Source: CONSOB Half-yearly financial report at June 30, 2014 A2A S.p.A. on the Stock Exchange A2A in figures (Italian Stock Exchange) Market capitalisation at June 30, 2014 (millions of euro) 2,639 Average capitalisation in the first half of 2014 (millions of euro) 2,759 Average volumes in the first half of 2014: 16,093,674 Average price in the first half of 2014 (*) 0.881 Maximum price in the first half of 2014 (*) 1.029 Minimum price in the first half of 2014 (*) 0.784 12 Number of shares 3,132,905,277 (*) Euro per share Source: Bloomberg A2A stock is also traded on the following platforms: Chi-X, BATS, Turquoise, Equiduct, Sigma-X, BOAT OTC, LSE Europe OTC, BATS Chi-X OTC On June 26, 2014 A2A distributed a dividend equal to 0.033 euro per share. Half-yearly financial report at June 30, 2014 A2A S.p.A. on the Stock Exchange Rating Current M/L Term Rating BBB Standard & Poor’s Short Term Rating A–2 Outlook Negative M/L Term Rating Baa3 Moody’s Outlook Stable Source: Rating Agencies A2A forms part of the following indices FTSE MIB STOXX Europe EURO STOXX WisdomTree S&P Developed Ex-US 13 Ethical Indices ECPI Ethical Index EMU Axia Sustainable Index Solactive Climate Change Index FTSE ECPI Italia SRI Benchmark Standard Ethics Italian Index Source: Bloomberg Moreover, A2A has been included in the Ethibel Excellence Investment Register.