ANNUAL REPORT AT DECEMBER 31, 2010 Edizione S.r.l. Calmaggiore 23 31100 Treviso – Italy CONTENTS GROUP KEY DATA Parent Company officers 4 Group structure 5 Financial highlights 8 dIrECTorS’ rEporT Main events in 2010 9 Analysis of the consolidated financial statements 11 Other information 15 Significant events following the end of the financial year 15 Outlook for 2011 16 Performance by business segment 17 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2010 Consolidated statement of financial position 46 Consolidated statement of income 48 Consolidated statement of comprehensive income 49 Consolidated statement of changes in equity 50 Consolidated cash flow statement 52 Notes to the consolidated financial statements 53 Additional information 119 ANNEX List of companies consolidated at December 31, 2010 153 REPORT OF THE INDEPENDENT AUDITORS 164 4 [GROUP KEY DATA] GROUP KEY DATA PARENT COMPANY OFFICERS BOARD OF DIRECTORS Gilberto Benetton CHAIRMAN Carlo Benetton DEPUTY CHAIRMAN Gianni Mion MANAGING DIRECTOR Giuliana Benetton DIRECTORS Luciano Benetton Alessandro Benetton Christian Benetton Sabrina Benetton Franca Bertagnin Benetton Fabio Cerchiai Giovanni Costa BOARD OF STATUTORY AUDITORS Angelo Casò CHAIRMAN Giovanni Pietro Cunial AUDITORS Aldo Laghi Augusto Clerici Bagozzi ALTERNATE AUDITORS Andrea Amaduzzi INDEPENDENT AUDITORS KPMG S.p.A. 5 [GROUP KEY DATA] GROUP STRUCTURE At December 31, 2010 Edizione S.r.l., a company under the full control of the Benetton family, held equity investments mainly in the following sectors: Textiles & clothing, Food & beverage and Travel retail & duty–free, Infrastructure & services for mobility, and Real estate & agriculture. INVESTMENT PHILOSOPHY Edizione is an active investor that combines an entrepreneurial approach with solid financial discipline, putting finance at its companies’ service in order to improve their competitive position and returns. It maintains an ongoing dialogue with the managers of its companies, while fully respecting their autonomy. 6 [GROUP KEY DATA] The Group’s simplified structure at December 31, 2010 is shown below: EDIZIONE S.r.l. BENETTON GROUP S.p.A. AUTOGRILL S.p.A. MACCARESE S.p.A. MEDIOBANCA S.p.A. 67.08% (1) 59.28% 100% 2.16% EDIZIONE PROPERTY S.p.A. ASSICURAZIONI GENERALI S.p.A. 100% 0.94% 95% CIA DE TIERRAS SUD PIRELLI & C. S.p.A. ARGENTINO S.A. 5% 4.77% PRELIOS S.p.A. 2.70% RCS MEDIAGROUP S.p.A. 5.10% IL SOLE 24 ORE S.p.A. 2% CALTAGIRONE EDITORE S.p.A. 2.20% GRUPPO BANCA LEONARDO S.p.A. 1.94% TEXTILES & CLOTHING FOOD & BEVERAGE REAL ESTATE OTHER AND TRAVEL RETAIL & AGRICULTURE & duty–FREE LISTED COMPANIES 7 [GROUP KEY DATA] EUROSTAZIONI S.p.A. SINTONIA S.A. 32.71% 75.02% (3) GRANDI STAZIONI S.p.A. 40% SCHEMAVENTOTTO S.p.A. INVESTIMENTI SAGAT S.p.A. INFRASTRUTTURE S.p.A. 100% 100% 24.38% 33.28% 25.27% ATLANTIA S.p.A. GEMINA S.p.A. AEROPORTI HOLDING S.r.l. (2) 8.96% 4.96% 55.45% AEROPORTI AEROPORTO DI ROMA S.p.A. DI FIRENZE S.p.A. 95.8% 33.4% INFRASTRUCTURE & SERVICES FOR MOBILITY (1) Benetton group holds treasury shares amounting to 5.6634%. (2) Atlantia holds treasury shares amounting to 2.0074%. (3) The other shareholders are Sinatra (11.27%), Mediobanca (6.72%) and Elmbridge Investment (6.69%). 8 [GROUP KEY DATA] FINANCIAL HIGHLIGHTS The Group’s results in 2010 and 2009, audited by kpMG S.p.a., are stated according to the IFrS in force at the reporting date and are summarized as follows. With respect to the originally published amounts, the figures for the year ended December 31, 2009 have been restated after the application of IFRS 3 and IFRIC 12 and reclassified, in accordance with IFRS 5, to reflect on a single line of the statement of income the results of discontinued operations (the Flight segment of the Autogrill group) and assets held for sale (the motorway concession holder Strada dei Parchi S.p.A.). (Millions of Euro) 2010 2009 Revenues 11,638 10,745 Ebitda 3,277 3,077 Operating result 2,218 2,075 Net income, Group 260 (14) Net working capital (915) (626) Net assets held for sale 979 393 Property, plant and equipment and intangible assets 17,368 17,862 non–current financial assets 1,836 1,950 Net deferred assets/(liabilities) 860 942 Total non–current assets 20,064 20,754 Net capital employed 20,128 20,521 Shareholders’ equity attributable to the parent Company 3,675 3,435 Minority interests 3,518 3,304 shareholders’ equity 7,193 6,739 Net indebtedness 12,935 13,782 Operating result/Revenues (ROS) 19.1% 19.3% Operating result/Capital employed (ROI) 11.0% 10.1% net indebtedness/Shareholders’ equity – Gearing 1.80 2.05 To fully appreciate the Group’s results and financial situation, the variety of its business segments must be considered, as described in detail on the following pages. 9 [DIRECTORS’ REPORT] dIreCtors’ reporT Dear Shareholders, The Group’s share of net income in 2010 comes to Euro 260 million, showing a strong improvement on 2009, which closed with a loss of Euro 14 million due to some non–recurring impairment losses. Revenues were on the rise (+8.3%), as were operating margins: Ebitda increased by 6.5% and operating result by 6.9%. at december 31, 2010, shareholders’ equity stood at Euro 7,193 million and net financial indebtedness at Euro 12,935 million, a sizable decrease on the previous year’s Euro 13,782 million despite significant investments mainly in the infrastructure sector. MAIN EVENTS IN 2010 The main events are described briefly below. BENETTON GROUP » On May 18, 2010, Bencom S.r.l. acquired the remaining 50% of the share capital of Milano Report S.p.A. » As part of the process of simplifying corporate structure, Benlim Ltd. sold its 100% interest in Shanghai Sisley Trading Co. Ltd. to Benetton Asia Pacific Ltd. on May 28, 2010. » As part of the strategy for developing the Tunisian production center, on June 1, 2010 the company Benetton Industrielle Tunisie S.à r.l. was set up in Gafsa (Tunisia) as a subsidiary of Benetton International S.A. AUTOGRILL GROUP » In 2010 Autogrill renewed expiring contracts and won new ones of significant size and strategic merit. » on december 31, 2010 autogrill finalized the sale of its wholly–owned uk subsidiary alpha Flight Group ltd. (provision of catering services onboard airplanes) to Dnata, an international leader in travel and airport services based in Dubai. Dnata paid Euro 118.6 million to Autogrill and took over the debt of Alpha Flight Group Ltd. ATLANTIA GROUP » At the extraordinary general meeting of April 14, 2010 the shareholders of Atlantia S.p.A. approved a bonus issue, which was completed on June 7, 2010 with the issue of 28,585,578 new ordinary shares with a par value of Euro 1.00 each, amounting to a total of Euro 28,585,578 and resulting in a corresponding reduction in the extraordinary reserve. » On September 16, 2010 Atlantia carried out two bond issues, one for Euro 1,000 million (term to maturity 7 years, maturing in September 2017) and the other for Euro 500 million (term to maturity 15 years, maturing in September 2025). The cash raised as a result of the issues, in addition to existing cash reserves, will be used for corresponding intercompany loans to satisfy the funding requirements of autostrade per l’Italia in connection with the investment plan envisaged in its Single Concession Arrangement, and to ensure that adequate funds are available in view of the approaching repayment of bonds maturing in 2011 and 2014. THE PARENT COMPANY AND HOLDING COMPANIES » During the year, Edizione S.r.l. purchased 107,546 convertible bonds of Club Méditerranée S.A. for Euro 1.7 million. » The demerger of Investimenti Infrastrutture S.p.A., which owns 29.351% of Gemina S.p.A., took effect on February 10, 2010. As a result of the demerger, which involved the exit of Lauro Dieci S.p.A. and UniCredit S.p.A. as shareholders of Investimenti Infrastrutture, the interest in Gemina was split with the beneficiaries Lauro Dieci and UniCredit Partecipazioni S.r.l. by assigning them Gemina shares in proportion to each one’s interest in Investimenti Infrastrutture. The share of Gemina now held by Investimenti Infrastrutture amounts to 25.270%. » on March 26, 2010, Investimenti Infrastrutture and the other participants in the Gemina shareholders’ agreement renewed their accord for another three years. The shareholders’ agreement also includes Changi airport International, a major airport sector operator, which holds a 5% share of Gemina and has become an industrial partner of Aeroporti di roma S.p.a. (adr), for the purpose of bringing rome’s airport into line with the best international hubs thanks to Changi’s airport management expertise. » In May and June 2010, Sintonia S.A. purchased 5,560,000 ordinary shares of Atlantia S.p.A. in the open market (0.96% of 10 [DIRECTORS’ REPORT] the share capital) at an average price of Euro 14.89 per share, costing a total of Euro 82.8 million. At December 31, 2010 Sintonia directly owned 53,814,527 ordinary shares of Atlantia, corresponding to 8.965% of the share capital. » During the year, Elmbridge Investment Pte Ltd. and Mediobanca S.p.A. paid in a further Euro 307.5 million to Sintonia, raising their respective interests in the company to 6.99% and 6.72%. Edizione’s controlling share now amounts to 75.02%. Elmbridge Investment has remaining commitments of Euro 566.8 million. » On November 5, 2010 Schemaventotto S.p.A. acquired 19,350,000 ordinary shares of Atlantia (an interest of 3.22%) from Aabar Infrastructure GmbH, at a price of Euro 16.00 per share for a total of Euro 309.6 million.