Interim Report for the Six Months Ended 30 June 2015
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2015 CONSOLIDATED INTERIM REPORT CONTENTS 1. Introduction 5 2. 3. 4. Report on operations Condensed consolidated Reports interim financial statements 11 53 133 1. Introduction 1.1 Consolidated financial highlights 6 1.2 Structure of Autostrade per l’Italia Group 7 1.3 The Group around the world 8 1.4 Corporate bodies 9 2. Report on operations 2.1 Group financial review 13 2.2 Key performance indicators by operating segment 34 2.3 Key performance indicators for the Group’s main companies 36 2.4 Italian motorways 38 2.5 Overseas motorways 42 2.6 Other activities 45 2.7 Workforce 46 2.8 Related party transactions 48 2.9 Significant regulatory aspects 48 2.10 Other information 50 2.11 Events after 30 June 2015 50 2.12 Outlook and risks or uncertainties 50 3. Condensed consolidated interim financial statements 53 4. Reports 133 1. INTRODUCTION 1.1 Consolidated financial highlights (Em) H1 2015 (a) H1 2014 (b) Revenue 2,088 2,020 Toll revenue 1,810 1,739 Other operating income 278 281 Gross operating profit (EBITDA) 1,296 1,259 Adjusted gross operating profit (EBITDA) (c) 1,341 1,296 Operating profit (EBIT) 990 861 Profit/(Loss) before tax from continuing operations 453 334 Profit for the year (including non-controlling interests) 460 336 Profit attributable to owners of the Parent 411 298 Capital expenditure 537 388 Operating cash flow (d) 856 830 Adjusted operating cash flow (c) 873 891 (Em) 30/06/2015 (a) 31/12/2014 (a) Equity (including non-controlling interests) 4,569 4,426 Equity attributable to owners of the Parent 2,927 2,803 Net debt 10,073 10,393 Adjusted net debt (c) 11,239 11,531 (a) The figures for the first half of 2015 reflect the accounting effects of a non-recurring financial transaction and certain changes in the scope of consolidation, as described more fully in the section, "Group financial review". (b) Certain amounts in the income statement for the first half of 2014 differ from those published in the consolidated interim financial statements as at and for the six months ended 30 June 2014. In particular, these differences regard the reclassification to "Profit/(Loss) from discontinued operations" of the contributions of Ecomouv, Ecomouv D&B and Tech Solutions Integrators to the consolidated income statement, following the French government's decision to terminate the contract for collection of the ecotax (the “Eco-Taxe” project). (c) 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 "Group financial review". (d) Operating cash flow is calculated as profit in the income statement + amortisation/depreciation +/- impairments/reversals of impairments of assets +/- provisions/ releases of provisions + other adjustments + financial expenses from discounting of provisions +/- share of profit/(loss) of investees accounted for using equity method +/- (losses)/gains on sale of assets +/- other non-cash items +/- portion of net deferred tax assets/liabilities recognised in profit or loss. 6 1.2 Structure of the Autostrade per l’Italia Group (*) 100% Italian motorways Overseas motorways Other activities Tangenziale di Napoli 100% Brazil Ecomouv 70% (4) Autostrade Meridionali 58.98% Autostrade Brasil 100% Ecomouv D&B 75% (4) Traforo del Monte Bianco 51% Atlantia Bertin Concessões 50% + 1 share (3) ETCC 64.46% (1) • Triangulo do Sol Auto-Estradas 100% • Raccordo Autostradale Valle d’Aosta 47.97% • Rodovias das Colinas 100% Autostrade Tech 100% Telepass 100% • Concessionaria da Rodovia MG050 100% Tech Solutions Integrators 100% (4) • Concessionaria Rodovias do Tietê 50% (2) Autostrade dell’Atlantico 100% • Soluciona Conservação Rodoviaria 100% Infoblu 75% AD Moving 100% EsseDiEsse 100% Chile Società Autostrada Tirrenica 24.98% (2) Grupo Costanera 50.01% • Costanera Norte 100% • AMB 100% • Litoral Central 100% • Autopista Nororiente 100% • Sociedad Concesionaria Vespucio Sur 100% Autostrade Holding do Sur 100% • Los Lagos 100% Poland Stalexport Autostrady 61.20% • Stalexport Autostrada Małopolska 100% (*) The chart shows interests in the principal Autostrade per l’Italia Group companies as at 30 June 2015. (1) The percentage shown refers to the interest in terms of the total number of shares in issue, whilst the interest in ordinary voting shares is 58%. (2) An unconsolidated company. (3) This company is held through the holding company, Infra Bertin Participações. (4) Amounts for this company have been classified in discontinued operations. Introduction 7 1.3 The Group around the world MOTORWAY CONCESSIONS Km Concession expiry Italy 3,005 Autostrade per l’Italia 2,855 2038 Società Italiana per il Traforo del Monte Bianco 6 2050 Raccordo Autostradale Valle d’Aosta 32 2032 Tangenziale di Napoli 20 2037 Autostrade Meridionali (1) 52 2012 Società Autostrada Tirrenica (2) 40 2046 Brazil 1,538 Atlantia Bertin Concessões Colinas 307 2028 Rodovia MG050 372 2032 Triangulo do Sol 442 2021 Tietê (2) 417 2039 Chile 313 Grupo Costanera Costanera Norte 43 2033 Acceso Vial Aeropuerto AMB (3) 10 2020 Litoral Central 81 2031 Nororiente (3) 22 2044 Vespucio Sur 24 2032 Los Lagos 135 2023 Poland 61 Stalexport Autostrada Malopolska 61 2027 ELECTRONIC TOLLING SYSTEMS Km of network using the service Telepass (Italy) 5,800 Electronic Transaction Consultants (USA) 994 (1) The process of awarding the new concession is underway. (2) An unconsolidated company. (3) The concession term is estimated on the basis of agreements with the Grantor. 8 1.4 Corporate bodies BOARD OF DIRECTORS IN OFFICE FOR THE THREE-YEAR PERIOD 2013-2014-2015 CHAIRMAN Fabio Cerchiai CEO Giovanni Castellucci DIRECTORS Valerio Bellamoli Stefano Cao (1) Giuseppe Angiolini (2) Giuseppe Piaggio Roberto Pistorelli Antonino Turicchi SECRETARY Andrea Grillo BOARD OF STATUTORY AUDITORS ELECTED FOR THE THREE-YEAR PERIOD 2015-2016-2017 CHAIRMAN Antonio Mastrapasqua AUDITORS Giandomenico Genta Antonio Parente ALTERNATE AUDITORS Mario Venezia Francesco Mariano Bonifacio INDEPENDENT AUDITORS FOR THE PERIOD 2012-2020 Deloitte & Touche S.p.A. (1) Mr. Stefano Cao resigned from the Board with effect from 29 April 2015. (2) Mr. Giuseppe Angiolini was co-opted on to the Board of Directors at the Board meeting of 8 May 2015. Introduction 9 2. REPORT ON OPERATIONS This page intentionally left blank 12 2.1 Group financial review Introduction The financial review contained in this section includes and analyses the Autostrade per l’Italia Group’s reclassified consolidated income statement, the statement of comprehensive income, the statement of changes in equity and the statement of changes in net debt for the first half of 2015, in which amounts are compared with those of the previous year. The review also includes and analyses the reclassified consolidated statement of financial position as at 30 June 2015, compared with the corresponding amounts as at 31 December 2014. 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 2014, in that the new standards and interpretations that have come into effect from 1 January 2015 have not had a material impact on the consolidated accounts. The scope of consolidation at 30 June 2015 is unchanged with respect to the consolidated financial statements for the year ended 31 December 2014. It does, however, differ from the scope of consolidation at 30 June 2014, following the deconsolidation of Pavimental and Spea Engineering (“Spea”) and their subsidiaries, as a result of completion, in the second half of 2014, of Autostrade per l’Italia’s transfer of controlling interests in these companies to the parent, Atlantia, and to Aeroporti di Roma, in accordance with the planned reorganisation of the Atlantia Group. The term "like-for-like basis", used in the following financial review, indicates that amounts for comparative periods have been determined by eliminating: a) from the consolidated amounts for the first half of 2015: 1) the difference between foreign currency amounts for the first half of 2015 converted at average exchange rates for the period and the matching amounts converted using average exchange rates for the same period of 2014; 2) the overall impact, including the related taxation, recognised by Autostrade per l’Italia of specific agreements and discounts applied to service area royalties (which have increased significantly from the second half of 2014) and the cost of settlements with certain service area operators; 3) the impact on financial expenses and tax expense of non-recurring financial transactions, relating to partial early repayment of medium/long-term loans from the parent maturing in 2016, 2017 and 2019; b) from the consolidated amounts for the first half of 2014: 1) the overall impact, including the related taxation, recognised by Autostrade per l’Italia in respect of one-off royalty payments received from service area operators whose contracts were renewed, specific agreements and discounts applied to service area royalties, as well as the cost of settlements with certain operators; 2) the contributions of Pavimental, Pavimental Polska, Spea and Spea do Brasil, classified in “Profit/(Loss) from discontinued operations” in application of IFRS 5. As required by IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, following the French government’s decision, at the end of 2014, to terminate the contract for collection of the ecotax (the so-called “Eco-Taxe” project), involving the French-registered subsidiaries, Ecomouv, Ecomouv D&B and Tech Solutions Integrators, the contributions of these companies to the consolidated income statement for both comparative periods have been presented in “Profit/(Loss) from discontinued operations”, rather than included in each component of the consolidated income statement for continuing operations.