CDP Group structure CDP Group
2015
REPORT 2015 ANNUALE REPORT ANNUAL REPORT
www.cdp.it LEGEND
T pe o co tro i ue ce usi ess sectors INVESTMENT VEHICLES CDP CONTROL REAL ESTATE INVESTMENT FUNDS DE FACTO CONTROL ENTERPRISES FUNDS MANAGEMENT RELATIONSHIP SIGNIFICANT INFLUENCE INFRASTRUCTURE i.l.: in liquidazione 25.76% JOINT CONTROL INTERNATIONAL EXPANSION a.s.: amministrazione straordinaria ENI S.p.A. 100% 77.7% 76.01% 59.10% 100% 100% 100% 70%
Fondo 2.3% CDP CDP CDP CDP Fintecna Strategico Simest Sace RETI GAS Immobiliare Investimenti S.p.A. Italiano S.p.A. S.p.A. S.p.A. S.r.l. S.r.l. SGR S.p.A. S.p.A.
28.98% 1.12%
71.64% 77.12% 29.85% 100% 100% Fincantieri S.p.A. FSI Investimenti S.p.A. Terna S.p.A. SNAM S.p.A. Sace BT S.p.A. Sace FCT S.p.A.
40% 100% Fincantieri Terna Snam 50% 44.55% SACE Servizi S.r.l. Alfiere S.p.A. Galaxy group Ansaldo Energia S.p.A. group group 0.29% S.àr.l. Bonafous S.p.A. 50% 8.43% Trevi Finanziaria 8.43% 100% Sace do Brasil SICAR Industriale S.p.A. Cinque Cerchi S.p.A. 50% 6.76% African Trade 31.8% Consortiums 11.50% Rocco Forte Hotels Ltd 11.50% Insurance Consorzio Condif (i.l.) 33.33% and other Company 0.50% Valvitalia Finanziaria S.p.A. M.T. Manifattura Tabacchi S.p.A. 50% Europrogetti & Finanza 28.40% Inalca S.p.A. 50% Consorzio Manifatture Milano S.p.A. S.p.A. (i.l.) 45.46% Kedrion S.p.A. Incomir (i.l.) 25.06% Pentagramma Perugia S.p.A. 50% 100% Metroweb Italia S.p.A. Ligestra S.r.l. 46.17% Pentagramma Piemonte S.p.A. 50% 100% IQ Made in Italy Investment Company S.p.A. Ligestra Due S.r.l. 50% Pentagramma Romagna S.p.A. 50% 100% Ligestra Tre S.r.l. 100% FSIA Investimenti S.r.l. Quadrifoglio Genova S.p.A. (i.l.) 50% XXI Aprile S.r.l. 100% Quadrifoglio Modena S.p.A. 50%
50% 49.48% SIA S.p.A. Quadrifoglio Piacenza S.p.A. (i.l.) Quadrifoglio Verona S.p.A. (i.l.) 50%
Quadrifoglio Brescia S.p.A. (i.l.) 50%
Residenziale Immobiliare 2004 S.p.A. 74.47%
Sviluppo Turistico Culturale Golfo di Napoli S.c.ar.l. 25%
Fosider S.r.l. in a.s. 40%
Consorzio G1 99.90% OTHER EQUITY INVESTMENTS
A shares 38.92% A shares 12.24% B shares 0.01% 14.08% B shares 1.92% 11.29% 4.21% 1.17% 14.58% 2.21%
Inframed 2020 European Fund European Energy F2i - Fondi Italiani per 14.01% Fondo Italiano 12.50% Sinloc S.p.A. Fondo European Fondo PPP Istituto per il Credito Infrastructure S.A.S. for Energy, Climate Efficiency Fund SA. le Infrastrutture SGR d’Investimento SGR Immobiliare Investment Italia Sportivo à capital variable Change and SICAV-SIF (EEEF S.p.A. S.p.A. di Lombardia - Fund (Inframed Fund) Infrastructure Fund) Comparto Uno SICAV-FIS S.A. (prev. Abitare 100% (Marguerite Fund) F2i - Fondi Italiani per Sociale 1) Fondo Investimenti per le Infrastrutture Fondo Italiano 20.83% la Valorizzazione Extra A shares 8.01% d’Investimento C shares 0.04% Fondo Investimenti per 100% 74.62% Fondo di Fondi la Valorizzazione Plus F2i - Secondo Fondo Private Debt Italiano per le Infrastrutture 83.33% 49.31% A shares 8.05% Fondo di Fondi Fondo Investimenti C shares 0.02% Venture Capital per l’Abitare LEGEND
T pe o co tro i ue ce usi ess sectors INVESTMENT VEHICLES CDP CONTROL REAL ESTATE INVESTMENT FUNDS DE FACTO CONTROL ENTERPRISES FUNDS MANAGEMENT RELATIONSHIP SIGNIFICANT INFLUENCE INFRASTRUCTURE i.l.: in liquidazione 25.76% JOINT CONTROL INTERNATIONAL EXPANSION a.s.: amministrazione straordinaria ENI S.p.A. 100% 77.7% 76.01% 59.10% 100% 100% 100% 70%
Fondo 2.3% CDP CDP CDP CDP Fintecna Strategico Simest Sace RETI GAS Immobiliare Investimenti S.p.A. Italiano S.p.A. S.p.A. S.p.A. S.r.l. S.r.l. SGR S.p.A. S.p.A.
28.98% 1.12%
71.64% 77.12% 29.85% 100% 100% Fincantieri S.p.A. FSI Investimenti S.p.A. Terna S.p.A. SNAM S.p.A. Sace BT S.p.A. Sace FCT S.p.A.
40% 100% Fincantieri Terna Snam 50% 44.55% SACE Servizi S.r.l. Alfiere S.p.A. Galaxy group Ansaldo Energia S.p.A. group group 0.29% S.àr.l. Bonafous S.p.A. 50% 8.43% Trevi Finanziaria 8.43% 100% Sace do Brasil SICAR Industriale S.p.A. Cinque Cerchi S.p.A. 50% 6.76% African Trade 31.8% Consortiums 11.50% Rocco Forte Hotels Ltd 11.50% Insurance Consorzio Condif (i.l.) 33.33% and other Company 0.50% Valvitalia Finanziaria S.p.A. M.T. Manifattura Tabacchi S.p.A. 50% Europrogetti & Finanza 28.40% Inalca S.p.A. 50% Consorzio Manifatture Milano S.p.A. S.p.A. (i.l.) 45.46% Kedrion S.p.A. Incomir (i.l.) 25.06% Pentagramma Perugia S.p.A. 50% 100% Metroweb Italia S.p.A. Ligestra S.r.l. 46.17% Pentagramma Piemonte S.p.A. 50% 100% IQ Made in Italy Investment Company S.p.A. Ligestra Due S.r.l. 50% Pentagramma Romagna S.p.A. 50% 100% Ligestra Tre S.r.l. 100% FSIA Investimenti S.r.l. Quadrifoglio Genova S.p.A. (i.l.) 50% XXI Aprile S.r.l. 100% Quadrifoglio Modena S.p.A. 50%
50% 49.48% SIA S.p.A. Quadrifoglio Piacenza S.p.A. (i.l.) Quadrifoglio Verona S.p.A. (i.l.) 50%
Quadrifoglio Brescia S.p.A. (i.l.) 50%
Residenziale Immobiliare 2004 S.p.A. 74.47%
Sviluppo Turistico Culturale Golfo di Napoli S.c.ar.l. 25%
Fosider S.r.l. in a.s. 40%
Consorzio G1 99.90% OTHER EQUITY INVESTMENTS
A shares 38.92% A shares 12.24% B shares 0.01% 14.08% B shares 1.92% 11.29% 4.21% 1.17% 14.58% 2.21%
Inframed 2020 European Fund European Energy F2i - Fondi Italiani per 14.01% Fondo Italiano 12.50% Sinloc S.p.A. Fondo European Fondo PPP Istituto per il Credito Infrastructure S.A.S. for Energy, Climate Efficiency Fund SA. le Infrastrutture SGR d’Investimento SGR Immobiliare Investment Italia Sportivo à capital variable Change and SICAV-SIF (EEEF S.p.A. S.p.A. di Lombardia - Fund (Inframed Fund) Infrastructure Fund) Comparto Uno SICAV-FIS S.A. (prev. Abitare 100% (Marguerite Fund) F2i - Fondi Italiani per Sociale 1) Fondo Investimenti per le Infrastrutture Fondo Italiano 20.83% la Valorizzazione Extra A shares 8.01% d’Investimento C shares 0.04% Fondo Investimenti per 100% 74.62% Fondo di Fondi la Valorizzazione Plus F2i - Secondo Fondo Private Debt Italiano per le Infrastrutture 83.33% 49.31% A shares 8.05% Fondo di Fondi Fondo Investimenti C shares 0.02% Venture Capital per l’Abitare CDP Group structure CDP Group
2015
REPORT 2015 ANNUALE REPORT ANNUAL REPORT
www.cdp.it CDP: THE ITALY THAT INVESTS IN ITALY
1 (Translation from the Italian original which remains the definitive version)
2 SUMMARY
Letter to Shareholders 4 Company Bodies, Officers and Governance 6
1. Executive Summary 9 The CDP Group, Role and Mission 10 Performance and KPIs 2015 12 Main Events in 2015 14 CDP’s Business Model 16 2016-2020 Business Plan 26
2. Report on Operations 29 1. Composition of the CDP Group 30 2. Financial aggregates and performance indicators 38 3. Macroeconomic scenario and the market 40 4. Group performance 49 5. Financial position and performance 91 6. 2020 Business Plan 104 7. Significant events after the year end and outlook of operations 108 8. Corporate governance 110 9. Relations of the Parent Company with the MEF 128 10. Proposal for allocation of the net income for the year 130
3. Separate financial statements 133 Separate financial statements 135 Notes to the separate financial statements 141 Annexes 251 Report of the Board of Statutory Auditors 260 Report of the Independent Auditors 263 Certification of the separate financial statements pursuant to art. 154-bis of Italian Legislative Decree 58/1998 265
4. Consolidated financial statements 267 Consolidated financial statements 269 Notes to the consolidated financial statements 278 Annexes 444 Report of the Independent Auditors 452 Certification of the consolidated financial statements pursuant to art. 154-bis of Italian Legislative Decree 58/1998 454
5. Shareholders’ resolution 457
3 2015 ANNUAL REPORT
LETTER TO SHAREHOLDERS
Shareholders,
2015 was an important year for the Italian economy. Gross Dome- stic Product returned to growth in real terms for the first time after three consecutive years of recession. Internal demand was driven by the increase in consumer spending and the positive trend in the investment cycle, emerging from a period of severe contraction. Exports conti- nued to increase at a robust pace, confirming their role as one of the engines of the Italian economy. In- dustrial production increased again, thanks to the dynamism of a num- ber of manufacturing sectors. At the same time, we saw the first positive signs in the labour market with a fall in unemployment, also due to the reforms introduced by the Govern- ment. disappointing. The accumulation Now established for 165 years, CDP of bad debts and non-performing retains its traditional commitment Overall, Italy benefited from a favou- loans has continued to weigh on to supporting Italy, putting all its re- rable economic climate characteri- banks’ balance sheets, while busi- sources at the country’s disposal. sed by the recovery in the Eurozone, nesses – especially SMEs – have fa- the continuation of accommodative ced problems with competitiveness, Firstly, the year saw the end of the monetary policies by the European growth, capitalisation and liquidity 2013-2015 Business Plan, with the Central Bank, the depreciation of the requirements. In addition, as the overall mobilisation by the CDP exchange rate, and sustained low year drew to a close, a number of si- Group of around euro 87 billion. In oil prices. The attractiveness of the gns emerging from the international 2015 alone, around euro 30 billion Italian economy to foreign investors scenario also contributed to rising in new lending was mobilised and was confirmed, as shown by purcha- uncertainty, such as the slowdown in managed, of which euro 22 billion ses of government debt instrumen- global trade, the difficulties of emer- went to the business sector, euro 6 ts. These positive signs influenced ging countries, especially China, and billion to public and local entities, confidence among households and increased geopolitical risks. and euro 2 billion to the infrastructu- businesses, with indicators reaching re sector. In funding terms, postal their highest levels in recent years. Against this context, the role of funding – which now has more than Cassa depositi e prestiti in suppor- 26 million customers – continues However, the recovery remains weak ting the country has become even to represent a “safe port” for Ita- due to the persistence of a number more necessary, not only in short- lian households, for example during of critical issues, which have made term, anti-cyclical terms, but also periods of highly turbulent financial the national economy more fragile and above all in terms of consoli- markets. At the same time, with a and even threatened the continua- dating growth in the medium and view to diversification of funding tion of the recovery. In particular, long term. In fact, as with the Italian sources, channels and instruments, the trend in bank loans to the pri- economy, 2015 was an extremely CDP launched its first “retail” bond vate sector, though improving, was important year for the CDP Group. for euro 1.5 billion, the success of
4 LETTER TO SHAREHOLDERS
which was demonstrated by de- will deploy resources equal to 16% What has not changed under mand far exceeding the maximum of Italy’s entire GDP in 2015, which the new Business Plan is the CDP amount available. will be used to support investments Group’s “modus operandi”. Indeed, for the growth of the country. as a private entity with a public role, The profitability of the Parent the Group continues to operate in Company remained satisfactory, This change of pace has become the intersections between the State despite persistent near-zero interest necessary in order to support the and the market, working alongside rates that have resulted in a drop in changing requirements of the natio- private entities and without distor- net interest income. At a consolida- nal economy, in light of the evolving ting competition, to act as a driver ted level, the Group’s results were economic and financial scenario in and catalyst of capital over the long affected by the consolidated net loss Italy and abroad since the crisis ye- term in risk areas that are unlikely to made by ENI due to the structural ars. Indeed, the CDP Group is mo- be fully served by the markets alone. weakness in the oil market, which ving on from solely financial support eroded operating profitability and for public and private entities, to CDP also retains its role as a historic the value of the assets recorded in working alongside operators for the partner of local authorities and its the financial statements. Both the- long-term promotion of economic vocation to support communities, se factors are expected to remain in initiatives in areas where, in addition acting not only as a lender but as a play during 2016, so the CDP Group to credit, an injection of both physi- developer of real-estate and cultural has already brought in a series of ini- cal and human capital is needed to assets, as a promoter of social hou- tiatives to deal with this challenging drive innovation and development. sing initiatives, and as an advisor to scenario in the best possible way. general government, all with a spe- This new and explicitly promotional cial focus on protecting the environ- The initiatives form part of a much role has been endorsed first by the ment and energy efficiency. broader five-year Business Plan, whi- European Commission and then ch the new Board of Directors ap- by the Italian Government, which In conclusion, the CDP Group has set proved at the end of the year, having have awarded CDP the status of itself a significant challenge, which is taken office in July. The new Plan National Promotion Institution. CDP to intervene even more effectively focuses on the medium-long term has therefore become the main to support the growth of the Italian and sets ambitious targets in terms entity responsible for co-financing economy. Our success with this chal- of lending, as well as sectors and investment projects under the “Jun- lenge will only be possible thanks to intervention mechanisms that are cker Plan” in Italy. As such it has an our people, whom we thank for their broader than those currently in use. increasingly important role in sup- hard work, enthusiasm and passion, porting SMEs and infrastructure, and all those who have placed their The Plan aims to mobilise euro 160 and as a financial advisor to general faith in our organisation. We have billion in direct new lending, and to government, in order to improve the set ourselves ambitious targets and activate a further euro 105 billion use of EU funds. In addition, in its we have an important mission in the from Italian and foreign private and role as the new Italian Financial In- coming years, which as a Group we public-private institutional investors. stitution for Development Coopera- will achieve through strength, coura- The total resources involved both di- tion, CDP has begun to participate in ge and hard work. rectly and directly will reach in excess the management of public resources of euro 260 billion, to be deployed earmarked for international deve- across four areas of priority inter- lopment, in collaboration with other Claudio Costamagna Fabio Gallia vention: Government and General Italian cooperation institutions. Chairman Chief Executive Officer Government Entities, Infrastructure; International Expansion; Enterprises; and Real Estate. Overall the Group
5 2015 ANNUAL REPORT
COMPANY BODIES, OFFICERS AND GOVERNANCE
80.1% Ministry for the Economy and Finance
1.5% Treasury shares
18.4% Bank Foundations
Non-Controlling Shareholders Support Committee
Strategic Parliamentary Committee Supervisory Committee Board of Directors
Related Parties Judge of the State Committee Audit Court
Real Estate Advisory Board of Committee Supplementary members for administration Statutory of Separate Account Auditors
Liquidity Contingency Committee
Interest Rates Coordination Credit Risk and Conditions Committee Committee Committee Committee
6 COMPANY BODIES, OFFICERS AND GOVERNANCE
COMPANY BODIES
BOARD OF DIRECTORS Chairman Claudio Costamagna Vice Chairman Mario Nuzzo CEO and General Manager Fabio Gallia Directors Maria Cannata Carla Patrizia Ferrari Stefano Micossi Alessandro Rivera Alessandra Ruzzu Giuseppe Sala (1) Supplementary members Director General of the Treasury (2) for administration of Separate State Accountant General (3) Account Piero Fassino (Article 5.8, Decree Law 269/2003, ratified Massimo Garavaglia with amendments by Law 326/03) BOARD OF STATUTORY Chairman Angelo Provasoli AUDITORS Auditors Ines Russo Luciano Barsotti Andrea Landi Giuseppe Vincenzo Suppa Alternate Auditors Giandomenico Genta Angela Salvini FINANCIAL REPORTING Fabrizio Palermo MANAGER NON-CONTROLLING Chairman Matteo Melley SHAREHOLDERS SUPPORT Members Ezio Falco COMMITTEE Paolo Giopp Anna Chiara Invernizzi Michele Iori Luca Iozzelli (4) Arturo Lattanzi Roberto Pinza Umberto Tombari
PARLIAMENTARY Chairman Cinzia Bonfrisco (Senator) SUPERVISORY COMMITTEE Vice Chairmen Paolo Naccarato (Senator) Raffaella Mariani (Member of Parliament) Members Ferdinando Aiello (Member of Parliament) Dore Misuraca (Member of Parliament) Davide Zoggia (Member of Parliament) Bruno Astorre (Senator) Luigi Marino (Senator) Stefano Fantini (Council of State) Pancrazio Savasta (Council of State) Claudio Gorelli (State Audit Court) JUDGE OF THE STATE AUDIT Ordinary Mauro Orefice COURT (5) Alternate Marco Boncompagni (art. 5, c. 17, D.L. 269/2003) INDEPENDENT AUDITORS PricewaterhouseCoopers S.p.A.
(1) On 29 October 2015 the Board of Directors appointed Mr Sala, pursuant to article 2386 of the Italian Civil Code, to replace the resigning Ms Isabella Seragnoli. (2) Vincenzo La Via. (3) Roberto Ferranti, delegate of the State Accountant General. (4) On 26 January 2016, the Non-Controlling Shareholders Support Committee appointed Mr Luca Iozzelli to replace the resigning Prof. Ivano Paci. (5) Article 5, paragraph 17, of Decree Law 269/03 – attends meetings of the Board of Directors and the Board of Statutory Auditors.
7 8 1. Executive Summary 2015 ANNUAL REPORT
THE CDP GROUP, ROLE AND MISSION
Created in 1850 as a deposit-receipt increasingly innovative and flexible support the internationalisation of institution in its capacity as a “pla- instruments to adapt to investment Italian enterprises, operating in sy- ce of public trust”, CDP has seen its requirements. nergy with the banking system and role change over time, in the last de- in support of international coopera- cade assuming a central position in The instruments it uses range from tion. Italy’s industrial policies. granting credit for public investment, infrastructure and business support, However, CDP has not forgotten From an institution created to sup- always with a counter-cyclical focus its public and social role, working port the Italian public economy, pri- and over the medium/long term, to with public entities and Italian so- marily funded by public entities, CDP investments in venture capital and ciety. Some of the activities that CDP has expanded its scope to include real estate. performs for the public sector inclu- the private sector, always operating de: enhancing its real estate assets with a view to medium/long-term In 2012, following the acquisition by through the resources and expertise growth. the Italian Ministry for the Economy of CDP Immobiliare, investing in so- and Finance (MEF) of Sace, Simest cial housing with the Fondo investi- CDP can play many different roles, and Fintechna, the CDP Group was menti per l’Abitare (“FIA”), develo- from lender to anchor investor, using born with renewed ambitions to ping the real estate of Public entities