2006 ANNUAL REPORT
2
1.
2.
3.
4.
5.
HIGHLIGHTS AND OVERVIEW ........................................................................ 5
Corporate bodies ......................................................................................................................... 7
Letters to Shareholders............................................................................................................... 8
Group financial and operating highlights ............................................................................... 12
Autostrade’s share price and investor information ........................................................ .…. 13
Group structure ........................................................................................................ ..…..……14
The Group's network and planned expansion and modernisation works ........................... 15
MANAGEMENT REPORT ON OPERATIONS ................................................ 19
Significant corporate, regulatory and legal aspects ............................................................... 21
Consolidated financial review .................................................................................................. 41
Group operating review............................................................................................................ 58
Traffic......................................................................................................................................... 58
Toll charges................................................................................................................................ 60
Network expansion and modernisation................................................................................... 63
Network operations................................................................................................................... 83
Service areas and advertising................................................................................................... 90
Advanced mobility and communication services ................................................................... 92
International expansion ............................................................................................................ 93
Other investments ..................................................................................................................... 95
Autostrade S.p.A.: financial review and other information .................................................. 96
Financial review of other Group companies......................................................................... 112
Subsequent events at 31 December 2006............................................................................... 130
Outlook..................................................................................................................................... 132
Additional information ........................................................................................................... 133
Sustainability section .............................................................................................................. 136
Corporate Governance ........................................................................................................... 146
The social dimension ............................................................................................................... 155
Staff .......................................................................................................................................... 163
Government and Institutions ................................................................................................. 175
The community........................................................................................................................ 177
Shareholders and investors .................................................................................................... 182
Suppliers .................................................................................................................................. 184
The environmental dimension................................................................................................ 185
Socio-economic indicators ...................................................................................................... 196
Proposal to Autostrade S.p.A. Annual General Meeting..................................................... 201
CONSOLIDATED FINANCIAL STATEMENTS OF THE AUTOSTRADE
GROUP AND NOTES .....................................................................................203
Consolidated financial statements ......................................................................................... 205
Notes to consolidated financial statements............................................................................ 211
FINANCIAL STATEMENTS OF AUTOSTRADE S.p.A. AND NOTES........... 290
Financial statements ............................................................................................................... 292
Notes to the financial statements............................................................................................ 297
Annexes………………………………………………………………………………………………. 361
OTHER REPORTS .........................................................................................422
Report of the Board of Statutory Auditors ........................................................................... 424
Reports of Indipendent Auditors ........................................................................................... 433
Report of The Environmental and Social Responsibility Committee ................................ 438
Indipendent Assurance ........................................................................................................... 439
3
4
1. HIGHLIGHTS AND OVERVIEW
5
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6
CORPORATE BODIES
Board of Directors
elected for the three-year
period 2006-2008
Chairman
Chief Executive Officer
Directors
Secretary
Executive Committee
Chairman
Directors
Internal Control and
Corporate Governance
Committee
Chairman
Members
Remuneration Committee
Chairman
Members
Supervisory Board
Board of Auditors
elected for the three-year
period 2006-2008
Gian Maria GROS-PIETRO
Giovanni CASTELLUCCI
Alberto BOMBASSEI (independent)
Gianni MION
Giuseppe PIAGGIO
Giuseppe PIAGGIO
Piero DI SALVO
Guido FERRARINI
(independent)
(independent)
Gianni MION
Amerigo BORRINI
Alberto CLO’
(independent)
Renato GRANATA
Pietro FRATTA
Simone BONTEMPO 5
Chairman
Members
Chairman
Marco SPADACINI
Tommaso DI TANNO
Raffaello LUPI
Angelo MIGLIETTA
Alessandro TROTTER
Giuseppe Maria CIPOLLA
Giandomenico GENTA
Auditors
Alternate Auditors
Independent Auditors
for the period 2006-2011
Gian Maria GROS-PIETRO
Giovanni CASTELLUCCI 1
Salvador ALEMANY MAS
Gilberto BENETTON
Alberto BOMBASSEI
(independent)
Amerigo BORRINI
Roberto CERA
Alberto CLO’
(independent)
Sergio DE SIMOI
Piero DI SALVO
(independent)
Antonio FASSONE
Guido FERRARINI
(independent)
Vito Alfonso GAMBERALE 2
Giuseppe GUARINO 3
Gianni MION
Giuseppe PIAGGIO
Luisa TORCHIA 4
Andrea GRILLO
KPMG SpA
(1)
The Ordinary General Meeting of 30 June 2006 and the Board of Directors’ meeting of the same date confirmed the
appointment of Giovanni Castellucci as the Company’s CEO, following his co-option on to the Board by the Board of
Directors’ meeting of 12 May 2006, following the resignation of Prof. Giuseppe Guarino. Mr. Castellucci is also the
Company’s General Manager.
(2)
CEO in office until 2 May 2006. Resigned his position as a Director by letter dated 21 May 2006.
(3)
Resigned as a Director on 2 May 2006.
(4)
Appointed by the General Meeting of 30 June 2006 to replace Vito Alfonso Gamberale, who had resigned.
(5)
New member of the Supervisory Board in place of Enzo Spoletini.
7
STATEMENTS TO SHAREHOLDERS
Chairman’s statement
Seven years have gone by since Autostrade was privatised. Seven years during which the debate
over our country’s inadequate infrastructure has repeatedly come to the fore both at government level
and among public opinion, in part thanks to Autostrade.
Autostrade’s privatisation gave a competitive boost to the country’s development, continuing the
Company’s role played since its foundation in 1956. During the economic boom Autostrade played a
leading part in the Italy’s modernisation, speeding up the process of industrialisation, bringing Italians’
habits and quality of life into line with those in other major European countries, and projecting a
dynamic image of Italy around the world. Following its privatisation Autostrade has shown that it is
capable of driving change, setting the European benchmark for standards of maintenance and
management, and developing services and technologies to support its core business, which has lead,
for example, to the export of our Telepass technology.
The Mediterranean Project, launched in 2002, was designed to give the Group’s role a European
dimension, involving additional investments on top of those envisaged in the original Agreement of
1997, bringing the total up to approximately €11 billion. The new plan aims to make up for Italy’s lack
of infrastructure, in terms of both networks and services, compared with other European countries,
giving Italy in a key role in Mediterranean and trans-European trade.
This goal was behind the proposed merger with Abertis, Spain’s number one motorway operator, in
2006. The transaction was designed to enable us to play a leading part in the rapidly changing
motorway sector, and respond to a competitive challenge that today extends beyond individual
national contexts, turning Europe into a single large system, in competition with the other economic
systems of Asia and America.
The measures used to block our merger with Abertis and the uncertainties linked to the new
regulatory framework have led us to call off the proposed combination, although the industrial logic
behind the transaction remains compelling.
Our global ambitions do not mean that we can forget the mainly domestic problems we have to deal
with in carrying out the major works involved in upgrading the motorway network, in order to cope with
ongoing traffic growth. Whilst the lengthy delays in the start-up and execution of works, due to
complex and drawn-out authorisation procedures, reduce the country’s competitiveness, they also
penalise the Autostrade Group, as the cost of carrying out the various works increases. Despite this,
each year has seen us increase the volume of investments carried out and we are confident that this
trend will continue over the coming years.
8
New issues have arisen as a result of recent changes to the legal and regulatory environment for
motorway concessions, as introduced by Law 286/2006 and the subsequent Directive 1/2007 issued
by the Interministerial Economic Planning Committee (CIPE). The new developments not only pose a
threat to the Group’s ability to finance investments, as guaranteed by the existing system, but also
damage the credibility of Italian government institutions, which have unilaterally modified the
concession agreements that formed the basis for Autostrade’s privatisation in 1999 and enabled us to
earn the trust of international investors.
It is our hope that the new regulatory framework can be altered in order to ensure effective
improvements to concession arrangements. In line with what has happened in other European
countries, the new regulations should aim to overcome current restrictions on the implementation of
infrastructure projects in Italy, offer stronger protection for public interests, preserve the
entrepreneurial role that resulted from Autostrade’s privatisation, and restore confidence among
institutional investors.
The Group’s restructuring, which began in 2003 with the birth of Autostrade per l’Italia, will be
completed in 2007. Autostrade SpA will take on the exclusive role of holding company, with
responsibility for growth strategies. At the same time Autostrade per l’Italia will strengthen its role as
an operating parent company involved in the management of infrastructure under concession.
Against this backdrop, and in accordance with its purpose of developing growth and financial
strategies in the infrastructure sector, both in Italy and overseas, Autostrade SpA is to change its
name to “Atlantia”. We are certain that the new name, which is based on the myth of Atlantis, clearly
represents the solidity, reliability and internationalism that have always characterised and inspired the
Company’s approach to doing business. And indeed, “Atlantia” brings together a group of companies
devoted to the design, construction and development of infrastructure capable of supporting and
encouraging social and economic development in Italy and further afield.
In this new guise, we are confident that we will be able to better respond to the challenges that lie
ahead.
Gian Maria Gros-Pietro
9
CEO’s statement
2006 saw Autostrade face a barrage of criticism. This was aimed primarily at the Group’s main
concessionaire, Autostrade per l’Italia, and focused on the tariff increases introduced and delays in
carrying out the investments originally planned. We in no way wish to sidestep the issues raised, but
intend to respond with facts, figures and results.
Over recent years, our commitment of financial, technological and management resources has
brought extremely satisfying results for shareholders and road users alike. We offer an increasingly
efficient and safe service, whilst at the same time charging the most competitive tolls in Europe.
Thanks in part to the application of new technologies, since our privatisation in 1999 we have
achieved a significant reduction in accidents on our network, almost halving the fatal accident rate.
Our motorways are now twice as safe as ordinary roads.
This has been accompanied by large-scale investments in the network, committing a total of over €1.1
billion in 2006, representing a third of turnover. Despite the difficulties encountered in obtaining
authorisations and carrying out the works, since 1999 we have opened more than 152 km of new third
and fourth lanes to traffic, accounting for over 50% of the volume envisaged in the original
agreements entered into by the Group’s concessionaires. By 2012 we shall have completed
investments totalling approximately €11 billion, more than any other European motorway company.
At the same time we have almost fulfilled our goal of surfacing our motorways with draining
pavement: 65% of the network compared with 18% in 1999. In 2006 alone we laid over 13 million
square metres of asphalt, a figure five times higher than in 1999.
Between 2002 and 2004 around 80% of all food and fuel service concessions were renewed, with the
definition of new quality standards and investment plans. 67 service areas have already been
renovated, whilst the plan envisages the renovation of all service areas and the addition of a further
nine areas by 2009. This represents total investment of around €800 million, with about half to be
financed by the Autostrade Group.
5.3 million Telepass devices are in use on Italy’s motorways, compared with 1.5 million in 1999. In
addition to boosting operating efficiency, this system has a positive impact on the quality of services
and the environment, reducing tailbacks at toll stations. This makes us number one in Europe, with
over half the continent’s Telepass devices having been developed by us. It is no accident that, at the
end of an international tender involving leading technology companies from around the globe, in 2002
the Austrian government selected Autostrade to develop the world’s most advanced multilane, freeflow electronic toll collection system for heavy vehicles using the country’s motorway network.
10
But the Group has not only been successful in Austria. In 2006 it completed the acquisition (in
partnership with SIAS and Mediobanca) of Chile’s Costanera Norte, the company that holds the
concession to manage 47 km of urban motorway serving Santiago in Chile. The acquisition of a stake
in the Polish company, Stalexport, the holder of a motorway concession for the 61 km long A4
Krakow-Katowice motorway, was also completed during the year. The holding will rise to 50% plus
one share in 2007 following a capital increase reserved to Autostrade. All of this provides proof of the
Group’s ability to build an international presence.
On the whole, the results for 2006 mark a continuation of the progressive improvement witnessed
since privatisation. Revenue of €3,141 million is up 6.2% on 2005, whilst gross operating profit
(EBITDA) has risen 7.0%, on a like-for-like basis, to €1,989 million. The ratio of net financial
indebtedness, totalling €8,945 million, to EBITDA stands at 4.5 and is one of the lowest in the
European motorway sector. Profit from continuing operations amounts to €672 million, marking an
increase of 2.7% on 2005. Traffic using the network is up 3.1%, partly on the back of renewed
economic growth. Toll charges have risen by an average 2.9%, but remain by far the lowest in
Europe.
It gives us great pride and confidence to know that our uninterrupted efforts over the last seven years
have kept Italy moving, especially as we view Autostrade’s privatisation not as the end of the road,
but as the beginning of new challenges.
Giovanni Castellucci
11
GROUP FINANCIAL AND OPERATING HIGHLIGHTS
€m
Revenue
+6.2%
4,500
3,141
2,957
3,000
1,500
0
2006
2005
EBITDA
€m
+7.0%
3,000
2,000
1,989
1,860
2006
2005
1,000
0
Investment
€m
+38.1%
1,500
1,177
1,000
852
500
0
2006
Mln
Km
2005
Traffic
+3.1%
60,000
12.487
12.171
41,771
40.464
40,000
20,000
0
2006
2005
Light vehicles
Heavy vehicles
Safety
(accidents per 100m km
travelled)
49.9
46.8
0.49
0.48
2006
Global accident rate
2005
Fatal accident rate
Method of payment
(% of total transactions)
1%
48%
12 %
12 %
7%
7%
30%
M anual cash2006
payments
Viacard and o ther cards
Other
12
1%
50%
32%
A2005
uto mated cashier
Telepass
AUTOSTRADE’S SHARE PRICE AND INVESTOR INFORMATION
KEY MARKET DATA
2006
2005
Issued capital (€)
571,711,557
571,711,557
Number of shares (unit par value €1)
571,711,557
571,711,557
Market capitalisation (€m)*
12.5
11.6
Earnings per share (€)
1.16
1.39
Operating cash flow per share (€)
2.12
1.96
Dividend per share (€)
0.62
0.56
Interim
0.2625
0.25
Final
0.3575
0.31
Payout ratio (%)
53%
40%
Dividend yield*
2.8%
2.8%
Year-end price (€)
21.79
20.26
High (€)
24.38
22.99
Low (€)
20.11
18.37
Share price/ Earnings per share (P/E)*
18.7
14.6
Share price / Cash flow per share*
10.3
10.3
Market to Book Value*
3.4
3.5
Autostrade as % of stock market capitalisation*
1.57%
1.98%
Autostrade as % of S&P Mib index*
1.45%
1.60%
Group's ratings
Standard&Poor's
A - negative outlook
A - stable outlook
Moody's
A3 - stable outlook
A3 - stable outlook
* Based on year-end price.
AUTOSTRADE S.p.A.’S SHAREHOLDER STRUCTURE
AUTOSTRADE’S SHARE PRICE PERFORMANCE
25
100,000
90,000
24
80,000
23
70,000
60,000
22
50,000
21
40,000
S&P/Mib
(rebased)
20
20,000
19
10,000
0
Jan.06
18
Feb.06
Mar.06
Apr.06
May.06
Jun.06
Jul.06
13
Aug.06
Sep.06
Oct.06
Nov.06
Dec.06
Price (€)
Autostrade
Volumes (000)
30,000
Volumes
GROUP STRUCTURE
FINANCIAL AND OPERATING HIGHLIGHTS FOR THE GROUP’S PRINCIPAL MOTORWAY
CONCESSIONAIRES
MOTORWAY CONCESSIONAIRES’ CONTRIBUTIONS TO REVENUE AND EBITDA
14
THE GROUP’S NETWORK
MODERNISATION WORKS
AND
15
PLANNED
EXPANSION
AND
THE GROUP’S INVESTMENT IN MAJOR WORKS
Project
Status
Autostrade per l'Italia: Agreement of 1997
MI-VA (A8) Fiorenza - Gallarate
MI-NA (A1) and BO-TA (A14) Bologna Interchange
- Modena-Bologna
- Bologna Ring Road
MI-NA (A1) Variante di Valico
- Casalecchio - Sasso Marconi
- Sasso Marconi - La Quercia
- La Quercia - Badia Nuova
(d)
- Base Tunnel
- Aglio - Barberino
(e)
- Landscaping works
MI-NA (A1) Florence Interchange
- Barberino - Florence North
- Florence North - Florence South
- Florence South - Incisa
MI-NA (A1) Orte Fiano
Value of
project (a)
(km)
€m
€m
% of completion
(km)
100%
59%
78%
42%
27%
16%
89%
4%
24%
7%
23%
15%
3%
32%
1%
96%
28.7
31.6
31.6
0.0
19.0
0.0
19.0
0.0
0.0
0.0
0.0
3.1
0.0
3.1
0.0
37.7
25
10
41%
0.0
236.9
5,150
1,531
30%
120.1
23.2
3.8
35.1
34.8
186
87
425
1,800
8
67
218
6
4%
77%
51%
0%
0.0
3.8
8.3
0.0
171.0
18.7
1,763
149
225
60
6
15
3%
4%
7%
0.0
0.0
Total projects under IV Addendum of 2002
286.6
4,636
379
8%
12.1
Total investments in major works by Autostrade per l'Italia
523.5
9,786
1,910
20%
132.2
12.4
19.9
5.7
14.2
407
345
117
228
375
32
25
7
92%
9%
21%
3%
7.2
0.0
0.0
0.0
Works in progress
Works in progress (3)
Works in progress (4)
Works in progress
Works in progress
Environmental Impact Assessment in progress
Works in progress or completed (5)
Environmental Impact Assessment in progress
Works completed (6)
Tender process underway/works in progress
or completed (7)
Total projects under Agreement of 1997
Autostrade per l'Italia: IV Addendum of 2002 (m)
MI-CO (A9) Lainate - Como Grandate
MI-Lakes (A8-A9) Access to Milan Exhibition Centre
MI-BS (A4) Milan - Bergamo
A7-A10-A12 Genoa Interchange
(f)
BO-TA (A14) Rimini North - Pedaso
(g)
MI-NA (A1) Fiano Romano - Rome Orbital Motorway
(h)
Other projects
Awaiting closure of Services Conference
(8)
Works completed
Works in progress or completed (9)
Preliminary design in progress
Works
being
approved/tender
process
(10)
underway/works in progress
Awaiting closure of EIA-Services Conference
(11)
Works being approved/ in progress/ completed
65
217
139
78
860
9
485
36
247
16
67
208
12
191
4
171
Km open to
traffic at 31
Dec 2006 (c)
58.5
17.5
21.9
19.1
37.8
(1)
Works completed
(2)
Works in progress
28.7
45.3
31.6
13.7
66.6
4.1
19.4
21.3
15.7
6.1
Stage of completion 31
Dec 2006 (b)
65
365
177
188
3,160
54
543
1,000
1,037
227
298
1,358
484
590
284
178
Remaining investments
Works completed
Km covered
by project
Subsidiaries:
RAV: AO-Mont Blanc Tunnel (A5) Morgex- Entreves (Agreement of 1999)
Strada dei Parchi: RM-AQ-TE and Torano - Pescara (A24 and A 25) (Agreement of 2001) (n)
- Villa Vomano -Teramo
(i)
- Rome East (Lunghezza) - Via P. Togliatti
Autostrade Meridionali: NA-Pompei-SA (A3) Napoli - Pompei (Agreement of 1999) (l)
Works completed (12)
Work in progress
(13)
Awaiting closure of EIA-Services Conference
Tender process underway/works in progress
(14)
or completed
20.4
387
200
52%
3.6
Total projects by subsidiaries
52.7
1,139
607
53%
10.8
Total investments in major works by the Autostrade Group
576.2
10,925
2,517
23%
143.0
(a)
Total cost of carrying out the works, as assessed at 31 December 2006, including the base bid price, available funds, recognised reserves and early completion bonuses.
(b)
Excludes capitalised costs (financial expenses and staff costs). Percentage of completion calculated in relation to the value of the project.
(c)
Following the completion and opening to traffic of 4.2 km of the A3 between Naples and Pompei on 6 February 2007 and the opening to traffic of lots 2 and 3 of the motorway on 7 March 2007, a total of 152.4 km have been opened.
(d)
The Base Tunnel includes the Badia Nuova-Aglio lots and pilot tunnels.
(e)
This item includes landscaping works around the motorway network on the Sasso Marconi-Barberino section.
(f)
Includes the new Marina di Monte Marciano junction (estimate in IV Addendum: €7m) and the new P.to S. Elpidio junction (estimate in IV Addendum: €22m).
Includes the new Castelnuovo di Porto junction (estimate in IV Addendum: €10m).
Includes the Tunnel Safety Plan (estimate in IV Addendum: €134m) and 6 new junctions (estimate: €91m).
Total costs including €64.1m to be financed by SdP and remaining €163.9m to be financed by proposing local authorities.
(l)
Planned widening on SAM's network regards 24.9 km, including 4.5 km already open to traffic during Agreement of 1972-1992.
(g)
(h)
(i)
(m)
(n)
(1)
(2)
(3)
(4)
(5)
Final approval received in 2004.
In operation from 2003.
Excluding compensatory works.
The new Bologna Exhibition Centre junction was opened to traffic on 6 December 2006.
The northbound section of the Gardelletta Tunnel (840 metres) is nearing completion; work is scheduled for completion by April 2007.
Contract for lot 6-7 of the Variante di Valico finally awarded on 31 August 2006. The contract has so far not been signed due to appeals brought before the Administrative Court by certain companies not selected.
Southbound carriageway of Florence North-Florence Scandicci section opened to traffic on 21 December 2006 with provisional road markings.
(6)
Work on widening the southbound section of the Nazzano Tunnel (337 metres) is still underway; excavation is due to finish by spring 2007, to be followed by excavation of the reverse arch in the two bore holes (northbound and southbound), with completion
expected by the end of 2007.
(7)
The works regard the widening of 3 viaducts on the A1 motorway, of which one has been completed, whilst the contract is in the process of being awarded for another and the third is in progress. This item also includes a number of works carried out by
contractors with a contribution from ASPI.
(8)
Link opened to traffic from March 2005 with the inauguration of the Milan Exhibition Centre junction. Work is nearing completion and is expected to be finished in February 2008 (14 months after the site was made available free from interference and
impediments).
(9)
The new Trezzo junction (Lot 2) was opened to traffic on 6 October 2006. Lot 2, between Trezzo and Cavenago, representing a section of approximately 7.5 km, was opened to traffic on 29 December 2006, together with a 1.6 km section of the eastbound
carriageway of Lot 3, before the Bergamo junction.
(10)
Widening work has been divided into 9 lots. Work is in progress on one Lot (37.0 km), whilst the tender process is underway for another Lot (5.2 km). The Services Conference has closed for 5 Lots (88.7 km) and the final design is being added to. The
closure of the EIA and the Services Conference is awaited for a further Lot (29.0 km), whilst the Services Conference for a ninth Lot (11.4 km) failed to give the go-ahead and a decision from the Cabinet Office is awaited.
(11)
Work on the Tunnel Safety Plan is in progress. In terms of the 6 junctions involved, work is in progress on one, the contract is in the process of being awarded for another, and a further 3 are awaiting closure of the EIA and the Services Conference. The final
design is being prepared for the sixth.
(12)
(13)
This section was opened to traffic on 7 March 2007 on a provisional basis.
With the exception of upgrading work on the new Lunghezza toll station, which is in progress.
(14)
Work on widening the 20.4 km section has been divided into 6 Lots, of which 2 have been completed and 4 are in progress. The planned expansion of the motorway also envisages the construction/upgrading of 6 named junctions. Work on 4 of these has
been completed, whilst work on another is in progress and the contract is in the process of being awarded for the last.
16
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17
18
2. MANAGEMENT REPORT ON OPERATIONS
19
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20
SIGNIFICANT CORPORATE, REGULATORY AND LEGAL ASPECTS
This section provides key information about corporate, regulatory and legal developments during
2006 and early 2007, partly in relation to potential future implications.
Merger of Autostrade SpA with and into Abertis Infraestructuras SA
On 23 April 2006 the Board of Directors of Autostrade SpA unanimously approved the Term Sheet,
signed later that day, setting out the structure and principal terms and conditions of a merger between
Autostrade and Abertis Infraestructuras SA, which envisaged Autostrade’s merger into Abertis.
The transaction aimed to create the world’s number one motorway operator for the construction and
management of road transport infrastructure, with a road system of over 6,700 km, revenues of
approximately €6 billion and a stock market capitalisation of around €25 billion.
The merger formed an integral part of the strategy drawn up by Autostrade in 2003 under the name of
the Mediterranean Project. This called for the implementation of an integrated system of infrastructure
and services in the Mediterranean area.
This business combination was intended to increase the overall capacity of the transportation system
in the Mediterranean area, considering not only domestic trade within the different countries, but also
the wider trans-European and transcontinental context. More specifically, the merger aimed to create
a common infrastructure platform and shared know-how in services and technologies, in order to
make the transportation system serving the Mediterranean part of Europe more competitive, whilst
modernising the systems in the respective countries.
The merger had a business, financial and operational rationale.
From the business point of view, size is the key to achieving growth, given the constant expansion of
markets. So-called “critical mass” is important in the motorway sector due to the capital-intensive
nature of the related investments.
In fact, in other European countries, motorway concessionaires have recently tended to seek
business combinations, in a sector that has witnessed a widespread process of privatisation.
The merger also had a financial rationale. The opening up of markets has, in fact, prompted an
upgrading of the industry’s financial structure, as listed privatised concessionaires compete on the
capital markets in order to raise low-cost funding to finance their growth plans.
The merger was to make it possible to optimise the combined entity’s capital structure, thanks to
revenue growth, an improved outlook for EBITDA and the ability to generate more substantial cash
flows.
In addition, the absorbing company would have been able to rely on greater visibility for its shares on
equity markets, thanks to its greater capitalisation and inclusion in the main European stock market
indices.
From an operational point of view, the positive synergies between the two groups were to translate
into significant benefits in terms of the fit between the businesses, with the aim of ensuring greater
quality and efficiency of the services provided to customers.
21
On 2 May 2006 the Board of Directors of Autostrade SpA approved the plan of merger, with only the
CEO, who subsequently resigned, voting against.
The transaction was based on a share exchange ratio of 1.05 new Abertis Class A ordinary shares for
each Autostrade share, subject to payment to Autostrade’s shareholders (who had not exercised their
right of withdrawal) of a special dividend of €3.75 per Autostrade share, via the corresponding use of
distributable extraordinary reserves.
On 30 June the Extraordinary General Meeting of Autostrade SpA’s shareholders approved the plan
of merger, which envisaged the merger of Autostrade SpA with and into Abertis Infraestructuras SA
(Abertis) and the concomitant listing of the shares of Abertis Infraestructuras SA on the Mercato
Telematico Azionario organised and managed by Borsa Italiana SpA.
The combination of the Italian and Spanish leaders in the sector would have contributed to the
creation of the world’s largest motorway operator, the best in its class for the construction and
management of transport infrastructure.
Relations with ANAS SpA, the Ministry of Infrastructure and the Ministry of the
Economy and Finance with regard to the authorisation process
Following a specific request from the Minister of Infrastructure, Council of State ruling no. 2719/2006
of 21 June 2006 stated that the merger required authorisation from ANAS SpA (Italy’s highways
agency) and the approval of the Minister of Infrastructure and the Minister of the Economy and
Finance.
Autostrade SpA and Autostrade per l’Italia SpA, in a letter dated 5 July 2006, thus formally requested
ANAS SpA for authorisation to proceed with the merger, whilst reserving all rights and/or claims
regarding the legitimacy and effectiveness of the procedure referred to in ruling no. 2719/2006.
Subsequently to this request, ANAS SpA, in a letter dated 5 August 2006, informed Autostrade SpA
and Autostrade per l’Italia SpA that it was not in a position to grant authorisation, following the
decisions of the Minister of Infrastructure and the Minister of the Economy and Finance,
communicated to ANAS SpA in a joint memo sent on 4 August 2006.
Specifically, ANAS SpA explained that in the view of the two ministers the merger was not compatible
or consistent with the aims of the concession agreement, or with the terms of the Group’s
privatisation, or with the commitments given in the Agreement of 1997 and subsequent addenda.
Given that the merger has implications for the European market, pursuant to art. 1 of EC Regulation
139/2004, on 18 August 2006 Autostrade SpA and Abertis Infraestructuras SA formally reported the
transaction to the European Commission. On 22 September 2006 the European Commission
approved the merger without placing any conditions.
In a letter dated 13 October 2006, ANAS SpA then informed Autostrade SpA and Autostrade per
l’Italia SpA that, with reference to the joint memo of 4 August drawn up by the Minister of
Infrastructure and the Minister of the Economy and Finance, the obstacle to the merger with Abertis,
represented by the fact that the shareholder structure of the merged company would include a
construction company, following the entry into force of article 12, section 4 of Law Decree 262/2006,
22
subsequently converted into Law 286/2006, was no longer applicable. The letter stated, however, that
all the other obstacles to the merger put forward in the previous communications, and included in the
letter of 5 August, remained.
On the same day, 18 October 2006, Autostrade SpA and its subsidiary, Autostrade per l'Italia SpA,
announced an appeal before Lazio Regional Administrative Court (TAR), against ANAS SpA,
requesting cancellation, with a prior injunction suspending application, of the ruling of 5 August by
which ANAS denied its authorisation to proceed with Autostrade SpA’s merger with and into Abertis,
with consequent recognition of the subjective right of the appellants to proceed with the merger
without the requested authorisation. The appeal also requested the court to examine whether or not
the measures contained in article 12 of Law Decree 262/2006 represent a violation of the subjective
rights of the appellants, raising, under various aspects, the issue of the constitutional legitimacy of the
above article 12. The appeal was lodged against ANAS SpA, the Ministry of Infrastructure, the
Ministry of Economy and Finance and the Presidency of the Council of Ministers. Abertis SA and
Schemaventotto SpA lodged similar appeals.
Subsequently, with a letter dated 27 October 2006, ANAS SpA informed Autostrade S.p.A and
Autostrade per l’Italia SpA that on 26 October it had received a communication from the Minister of
Infrastructure and the Minister of the Economy and Finance stating that the jointly signed memo of 4
August 2006 had been rendered devoid of any legal effect. This had the purpose of dispelling any
doubts regarding the note sent to the Italian government by the European Commission on 18 October
2006, in which the Commission announced its preliminary conclusion that Italy might have violated
article 21 of the EU Merger Regulation because of unjustified obstacles placed in the way of the
merger. ANAS SpA therefore announced that its communications of 5 August and 13 October 2006
were no longer valid or effective, specifying that Autostrade SpA and Autostrade per l’Italia SpA could
re-activate the authorisation process begun on 5 July 2006.
On the same day, 27 October 2006, Autostrade SpA and Autostrade per l’Italia SpA responded to
ANAS SpA, clarifying the fact that, under their interpretation, the European Commission’s assertion
regarding the illegitimacy of the authorisation process also extended to the requirement to submit the
merger to the prior authorisation of ANAS SpA and the Minister of Infrastructure and the Minister of
the Economy and Finance, requesting an explicit decision on the matter should ANAS be of a
different opinion.
In a letter dated 9 November 2006, ANAS SpA stated that it had not received any answer to its letter
of 27 October 2006 and was thus awaiting a request for re-activation of the authorisation process.
ANAS SpA went on to state that, without such a request, the authorisation process could not begin.
Autostrade SpA responded in a letter dated 17 November 2006, in which, among other things, the
Company:
- noted the contradictory nature of the communications issued by ANAS SpA on 13 October 2006, 27
October 2006 and 9 November 2006 regarding authorisation of the merger, and
- reminded ANAS SpA that on 27 October 2006 it had requested clarification regarding the
subsequent ineffectiveness of the above communications of 5 August 2006 and 13 October 2006 and
the related removal of the need to re-activate the above authorisation process.
23
Autostrade SpA stressed that ANAS SpA had failed to provide the requested clarification on this
matter. In the same letter Autostrade SpA, holding that ANAS SpA’s claim to have the power to
authorise the merger effectively constituted a means of blocking the transaction – a transaction that,
on the contrary, is subject to the sole authority of the European Commission, pursuant to art. 21 of EU
Regulation 139/2004 -, concluded by asking ANAS SpA to consider that any obligations regarding the
merger had been fulfilled in accordance with the related regulations, including those of the EU.
ANAS SpA never responded to this letter.
The special dividend
In a letter dated 10 November 2006, ANAS SpA, in response to press reports stating that Autostrade
SpA had called a general meeting of its shareholders for 12/13 December to approve payment of a
special dividend of €3.75 per share, requested Autostrade SpA and Autostrade per l’Italia SpA to
provide urgent clarification and reassurances in this regard. Such a request was based on the
assumption that any extraordinary transaction, with an impact on the net worth of the two companies,
should only be undertaken following prior verification of their continuing ability to finance planned
capital expenditure.
Autostrade SpA responded to the above letter on 16 November 2006, specifying that the plan of
merger, published on 26 May 2006, originally envisaged payment of a special dividend as a condition
for implementation of the merger and that all the necessary information regarding the entity’s postmerger financial position had been supplied to ANAS SpA as far back as 15 May 2006. In the same
letter Autostrade noted that, on the basis of an in-depth examination of this information, involving a
specially appointed committee of experts, ANAS SpA had concluded that the merger would have no
impact on the entity’s post-merger financial position, even after payment of the special dividend.
Autostrade SpA also took the opportunity to stress that the absence of any impact of the merger on its
financial position had also been confirmed by the rating agency, Standards & Poor’s (in a note
published on 1 June 2006). According to the agency, after payment of the special dividend, the postmerger entity would have maintained its current “A” Corporate Credit Rating. The agency also
confirmed that Autostrade per l’Italia SpA would not have granted any form of guarantee to secure the
financing necessary to pay the special dividend. The rating agency, Moody’s, also came to the same
conclusion in a note published on 24 July 2006, in which it confirmed Autostrade’s A3 rating.
On 16 November 2006 Autostrade per l’Italia SpA, which was in any event not directly involved in the
plan of merger, also informed ANAS SpA that it was not planning any extraordinary transaction that
would have had an impact on its net worth, confirming that it was not planning to grant any form of
guarantee to secure the financing necessary to pay the special dividend, and at the same time stating
that it was capable of funding its planned capital expenditure.
On the same date, 16 November 2006, ANAS SpA sent a letter contesting its alleged failure to
respond to the letter of 10 November, and requesting that Autostrade SpA and Autostrade per l’Italia
SpA provide information regarding the nature of the special dividend payment. The information
required was to include details of how the payment was to be financed and the effects of the
24
transaction with regard to the companies’ continuing ability to finance planned capital expenditure. In
the same letter, ANAS SpA intimated that Autostrade SpA and Autostrade per l’Italia SpA should
provide the above clarification at the earliest opportunity. It also, among other things, requested
Autostrade SpA not to take any further steps relating to payment of the special dividend, warning both
companies against the provision of guarantees for the transaction.
In a letter dated 17 November 2006, Autostrade SpA repeated the assertions contained in the letter of
16 November 2006, stating that ANAS SpA was applying the provisions of the concession agreement
entered into with Autostrade per l’Italia SpA in 2003 to Autostrade SpA, which did not sign up to the
agreement. Autostrade SpA expressly reserved the right to take legal action.
In a letter dated 20 November 2006, Autostrade per l’Italia SpA reiterated the fact that neither the
Company itself, nor any of the Group’s other motorway concessionaires, had decided or intended to
approve payment of a special dividend, whilst reserving the right to take legal action to protect their
position.
On 21 November 2006, Autostrade per l’Italia SpA brought an appeal against ANAS SpA before Lazio
Regional Administrative Court, requesting cancellation and an interlocutory injunction suspending
application of the above letters (index no. 274/06 of 10 November 2006 and index no. 276/06 of 16
November) and further measures as indicated. A similar appeal was subsequently filed by Autostrade
SpA.
On 28 November 2006, Autostrade SpA, having again reiterated the fact that it had already, in its
letter of 16 November 2006, provided details of payment of the special dividend, supplied further
information, including the contents of the Directors’ report on the proposal to be put to the general
meeting of shareholders held on 30 June 2006. Furthermore, with reference to the effects of the
above payment, Autostrade SpA called attention to the report, previously published on 15 May 2006
and prepared with the support of Goldman Sachs and Rothschild, which demonstrated that not only
would the post-merger entity’s financial position continue to be strong but that it would be improved.
Judgments handed down by Lazio Regional Administrative Court
On 6 December 2006 hearings were held before Lazio Regional Administrative Court to discuss the
appeals lodged by Autostrade SpA and Autostrade per l’Italia SpA regarding:
1. cancellation of ANAS SpA’s decision of 5 August 2006, which had refused authorisation of the
merger;
2. cancellation of ANAS SpA’s letters (index no. 274 of 10 November 2006 and index no. 276 of 16
November 2006) regarding payment of the dividend.
Regarding the first judgment, the Lazio Regional Administrative Court rejected the interlocutory
injunction requested by the plaintiffs, Autostrade SpA and Autostrade per l’Italia SpA
Regarding the second judgment, with ruling no. 6686/2006 and ruling no. 6687/2006, the Lazio
Regional Administrative Court rejected the interlocutory injunction suspending application of ANAS
SpA’s letters (index no. 274/06 and index no. 276/06), deeming that one of the conjectures behind the
interlocutory injunction was groundless, as it constituted “serious and irreparable damage”.
25
On 25 January 2007 the Lazio Regional Administrative Court handed down a judgment regarding this
matter. In brief, the judgment recognised ANAS SpA’s power to authorise the merger. In particular,
the Lazio Regional Administrative Court, whilst acknowledging “that a degree of interpretative
uncertainty might indeed exist in establishing the authorising power” based on the legislation referred
to by the Council of State in its judgment of 21 June 2006, nevertheless considers that such right
derives from the nature of the relationship.
Autostrade SpA and Autostrade per l’Italia SpA intend to appeal the above sentence issued by the
Lazio Regional Administrative Court before the Council of State within the required term (one year
from publication of the sentence).
Impossibility of consummating the merger
On 13 December 2006 the boards of directors of Abertis and Autostrade, bearing in mind the failure to
obtain one of the necessary authorisations for completion of the merger, and changes to the legal
framework in force on the date when the merger was approved by general meetings of the two
companies’ shareholders, jointly acknowledged the impossibility of carrying out the merger. Having
noted the opinion of the boards, the General Meeting of Autostrade’s shareholders held on the same
date resolved “not to pass a resolution regarding payment of the special dividend of €3.75 per
ordinary share of Autostrade SpA, due to the fact that, as things stand, there are insurmountable
material obstacles to the implementation of the merger”.
Proceedings launched by the EU’s Competition Directorate General
On 18 October 2006 the EU’s Competition Directorate General reached the preliminary conclusion
that Italy had violated article 21 of the EU Merger Regulation by unjustifiably hindering the merger
between Abertis and Autostrade SpA (doc. IP/06/1418). In particular, the Commission expressed
serious doubts regarding the compatibility of article 21 with the binding statement made by the
Minister of Infrastructure and the Minister of the Economy on 4 August 2006 and the decision taken
by ANAS SpA on 5 August, which rejected Autostrade SpA and Autostrade per l’Italia SpA’s request
regarding the merger with Abertis. The Commission reached the preliminary conclusion that such
measures are unsuitable for safeguarding legitimate interests compatible with the general principles
and other provisions of EU legislation.
On 5 January, in a press release (Memo 07/01), following a meeting with Minister Di Pietro,
Commissioner Kroes said that national authorisation “should not be used to obtain concessions
regarding prior regulatory deficiencies or to resolve potential future problems”.
Also on 5 January, in a document that was posted on the Ministry of Infrastructure’s website, the
Italian government replied to certain queries raised by the EU’s Competition Directorate General
regarding relations between ANAS and Autostrade per l’Italia SpA, and between Autostrade SpA and
Abertis. Briefly, the Italian government maintained that:
•
Autostrade SpA and Autostrade per l’Italia SpA had not carried out planned investment amounting
to €3.2 billion (at 31 December 2006);
26
•
fulfilment of the public interest entails acceptance of certain conditions by the concessionaire,
including signature of the Sole Agreement, a willingness to allocate €3.2 billion to planned
investment that was not carried out, the issue of guarantees on investments and submission of a
new financial plan;
•
if a new request to authorise a merger is submitted, the administrative procedure should be
restarted. However, the preliminary activities carried out so far should enable an appropriate and
satisfactory reduction in the time needed to complete the process.
On 19 January Autostrade SpA and Abertis submitted a document to the EU’s Competition
Directorate General in response to the Italian government’ above-mentioned reply of 5 January.
In their reply, Autostrade SpA and Abertis pointed out that:
1. the Italian government had exercised an alleged authorising power with a view to preventing
completion of the merger transaction, even if the transaction did not involve the motorway
concessionaires, but only Autostrade SpA;
2. the Italian government unilaterally and arbitrarily modified motorway sector regulations, thereby
impairing the relevant regulatory framework, interfering with the merger transaction and seeking
to forestall any action by the European Commission regarding the matter.
Both the actions by the Italian government as described in points 1 and 2 are measures designed to
block the merger. Consequently, Autostrade SpA and Abertis have requested intervention by the
Commission in order to eliminate the blocking measures implemented by the Italian government.
On 31 January European Commission’s Competition Directorate General sent Italy a new preliminary
assessment of the measures blocking the Abertis-Autostrade merger (doc. IP/07/117).
The European Commission “reached the preliminary conclusion that Italy had violated article 21 of the
EU Merger Regulation due to failure to grant authorisation”. In particular, the Commission expressed
“serious doubts regarding the compatibility of the Italian government’s actions with article 21, as it had
not established beforehand, and in a sufficiently clear manner, the alleged public interest criteria for
applying the authorisation procedure and did not adopt the decision regarding authorisation of transfer
of the concession”.
The Commission “does not dispute the fact that national governments may verify that a
concessionaire continues to make profits and is able to meet its investment commitments after a
merger”.
“The national authorisation process,” according to the EU Commission, “should nevertheless refer to
specific changes regarding the merger itself and not be used to obtain concessions concerning prior
regulatory problems, or to solve any future problems stemming from the provisions of an existing
concession. For example, the Commission considered on a preliminary basis that a special
Autostrade dividend of €2 billion, included as a condition of the merger, would not jeopardise the
profitability of the concession and related investments, since Abertis would contribute other assets
and cash flow to the post-merger entity, and therefore the financial outlook for the entity would be at
least as favourable as Autostrade’s medium-term prospects if the merger had not taken place.”
On 12 March 2007 the Italian government sent a document in reply to the preliminary conclusions
reached by the European Commission regarding violation of article 21.
27
Autostrade SpA intends to take all possible actions, in respect of the Ministry of Infrastructure, the
Ministry of the Economy and Finance and ANAS, in order to claim compensation for the damages
incurred as a result of the unjustified blocking of the merger with Abertis.
ANAS SpA brings declaratory action against Autostrade SpA and Autostrade
per L’Italia SpA
A declaratory action has been brought by ANAS SpA before the Civil Court of Rome, which
subsequently issued a subpoena to Autostrade SpA and Autostrade per l’Italia SpA on 9 December
2006. ANAS SpA has petitioned the court to rule on a breach of undertakings given by Autostrade
SpA and Autostrade per l’Italia SpA and to order the companies to promptly carry out works in
accordance with the projections in the financial plan.
In particular, the subpoena - of which the Ministry of Infrastructure, the Ministry of the Economy and
Finance and the Interministerial Economic Planning Committee were also notified – claims the
following:
•
the delay in executing the works amounts to €1,959.9 million at 31 December 2005;
•
Autostrade per l’Italia SpA has refused to post the benefits deriving from the delayed execution of
investments to its accounts, as previously requested by ANAS SpA;
•
Autostrade SpA and Autostrade per l’Italia SpA are jointly responsible for the breach of
obligations to ANAS SpA, given that: (i) both companies constitute “a concessionaire with an
objectively unified structure”; (ii) the transfer of the business unit from Autostrade SpA to
Autostrade per l’Italia SpA does not diminish the responsibility of the transferor, Autostrade, for all
the commitments given prior to the transfer; (iii) Autostrade SpA must comply with the obligations
assumed by Autostrade per l’Italia SpA, in its capacity as sole shareholder pursuant to article
2362 of the Italian Civil Code until the entry into force of the company law reform and,
subsequently, as the entity that manages and coordinates Autostrade per l’Italia SpA
As a result of these breaches, ANAS SpA has petitioned the Court to:
— rule on whether or not Autostrade per l’Italia SpA and Autostrade SpA are in breach of their
obligation to promptly carry out investments in accordance with the provisions of the
agreement and the financial plan;
— consequently order the companies to jointly and severally meet the obligations of which they
are in breach;
— rule on whether or not the defendant companies have breached the “obligation to commit
financial resources corresponding to the amount of projected and incomplete investments
shown by evidence, subject, however, to a minimum of €1,959.9 million and the obligation to
provision and/or commit amount equal to the concessionaires’ financial benefits as a
consequence of the fact that the investments were not made […] which shall in no case be
less than €49 million”;
— order the defendant companies to jointly and severally pay compensation for the damages
caused to ANAS SpA as a result of the breaches;
28
— ascertain – expressly without prejudice to expanding and amending the petition including a
motion to order the direct refund of toll increases made in prior years and to object to citing
art. 1460 of the Italian Civil Code to excuse performance due to the suspension of the annual
revision of tolls for 2007” - that Autostrade per l’Italia and Autostrade as a result of their
breach “...do not have full rights to the contractually determined consideration and, moreover,
have no right to increase tolls for 2007”;
— ascertain, with regard to the failure to promptly carry out the investments, that “proposals
have been made for a review and update of the financial plan and for the related review of the
terms and conditions of the concession agreement”.
On 27 March 2007 Autostrade SpA and Autostrade per l’Italia SpA filed their statement of defence in
response to the above subpoena. Procedurally, their defence is based on the nullity of the subpoena
on the grounds of the imprecise nature of the claim. Also with regard to procedure, Autostrade SpA
disputes the passive involvement of the Company, as all the obligations agreed with ANAS SpA were
exclusively undertaken by Autostrade per l’Italia SpA, without any guarantee given by Autostrade
SpA.
With respect to the facts, Autostrade per l’Italia SpA and Autostrade SpA have based their defence on
the following arguments:
— Autostrade per l’Italia gave an undertaking, on the basis of the Agreement executed with
ANAS, to carry out the planned works, but gave no undertaking with regard to the timing and
cost of the works. The time frame indicated in the financial plan appended to the agreement is
not, therefore, binding, but merely constitutes a forecast. The Company’s position is backed
up by the earlier opinions of two well-known legal experts (Prof. Guarino and Prof. Cassese).
It is, on the other hand, sufficient to consider that the time it takes to carry out works is closely
linked to completion of the related approval procedures, which are lengthy and complicated,
involving a large number of entities and bodies over whom the concessionaire has no
influence;
— in any case, Autostrade per l’Italia SpA may not be held responsible for the reported delays.
Indeed, the company has made every effort to remove the obstacles – occurring primarily
during the authorisation phase for each project – which have hindered completion of the
works;
— the fact that Autostrade per l’Italia SpA is not responsible for the delays has already been
recognised by ANAS SpA itself on several occasions;
— linking the right to increase tolls in 2007 to delays in carrying out investments is without
substance, aside from the fact that Autostrade per l’Italia SpA is not responsible for such
delays, as there is no correlation whatsoever between the stage of completion of such works
and ordinary increases in tolls. Moreover, the delays, rather than benefiting Autostrade per
l’Italia SpA, have resulted in significant cost increases;
— the delays in carrying out the works do not constitute a case of force majeure, which under
the terms of the agreement would justify a request by ANAS SpA for a revision of the financial
plan.
29
The parties are to attend an initial hearing on 18 April 2007.
Notwithstanding the obligation of the concessionaires to complete the works, the petition to commit
and/or provision financial resources for the projected and incomplete works, and the consequent
financial benefits, have no bearing on any contractual obligation in that respect. Due to the delays,
which, as conceded by ANAS, moreover, were not caused by the concessionaire, performance of the
works, in accordance with the Agreement of 1997, will result in an increase in costs to be fully borne
by the concessionaire.
Based on the above considerations, which are also echoed in the legal opinions of authoritative
experts in the field, which will be used to support the arguments put forward by Autostrade SpA and
Autostrade per l’Italia SPA in their defence, it was deemed unnecessary to allocate any related
provisions in the companies’ financial statements. This also reflects the requirements of IAS 37 –
“Provisions, Contingent Liabilities and Contingent Assets” and, with reference to the recognition and
measurement of assets, IAS 16 “Property, Plant and Equipment”.
New regulations governing motorway concessions
New legislation
On 29 September 2006 the Italian government passed Law Decree 262/2006 (published in the Official
Gazette of 3 October 2006). Article 12 – subsequently art. 2, paragraphs 82 through 90 – has
radically and unilaterally introduced changes to motorway concession arrangements in Italy, which, in
their current form, were used as the basis for the Company’s privatisation in 1999. The Law Decree
was converted, with amendments, into Law 286/2006 and subsequently further amended by Law
296/2006.
The new legislation introduces the Sole Agreement, which both current and future concessionaires
are substantially bound to accept (see, in particular, article 2, paragraph 82). The Sole Agreement
must be signed within a year of the first updating of the financial plan, namely when the concession is
first revised subsequent to the entry into force of the new legislation (paragraph 82).
Pursuant to article 2, paragraphs 84, 87 and 88, the concessionaire may submit a counter-proposal to
the draft Sole Agreement. However, if the counter-proposal is not accepted, the concession will be
“redeemed”, subject to “any right to compensation” in favour of the concessionaire, to be determined
on the basis of a decree issued by the Ministry of Infrastructure and the Ministry of the Economy and
Finance.
The terms of the Sole Agreement will, amongst other things, cover:
•
“determination of the rate to be used in calculating annual tariff adjustments and its re-alignment
during periodic reviews based on traffic growth, cost trends and the concessionaire’s efficiency
and service quality”;
•
“the allocation of additional profits generated by the commercial use of motorway areas”;
30
•
“the recognition of tariff adjustments in return for investments included in the financial plan only
once the related investments have been effectively carried out, as verified by the concession
provider”;
•
a system of penalties should any breach of the agreement occur (paragraph 83h).
The new legislations also provides for the following:
•
ANAS may unilaterally define the general level of quality standards, as well as more specific
quality standards regarding each service provided by concessionaires (paragraph 86b).
•
motorway concessionaires are to be obliged to act as contracting authorities with regard to the
award of work contracts, as well as services and supplies with a value of more than €211,000
(paragraph 85c). Essentially, all concessionaires must comply with public procedures for the
awarding of contracts regarding any kind of activity, including ordinary operations, which is
different from the regulations pursuant to Legislative Decree 163/2006. Moreover, Law Decree
300/2006, converted with amendments into Law 17/2007, postpones application of such
provisions, “limited to infrastructure maintenance works and supplies”, until 1 January 2008.
•
The mandatory use of ministerial committees for the award of contracts as per the above point
(paragraph 85f).
•
Concessionaires must meet adequate capital requirements, as established by a decree from the
Minister of the Economy and Finance and the Minister of Infrastructure (paragraph 85b).
Finally, the new legislation provides for substantial changes to the tariff adjustment procedure.
Indeed, paragraph 89a eliminates the automatic annual increases granted under current agreements,
and subjects the application of increases to approval by the relevant ministries, with proposals put
forward by ANAS SpA.
Paragraph 89b creates uncertainty regarding the date for tariff increases to come into force.
Believing the provisions of the above legislation to be illegal, Autostrade per l’Italia and its subsidiaries
intend to appeal the individual implementation measures introduced by Law 286/2006 and
subsequent amendments.
In this context, Autostrada dei Fiori SpA and Aiscat lodged an appeal against the Italian government,
the Ministry of Infrastructure, the Ministry of the Economy and Finance and ANAS SpA before the
Court of Genoa which, in a ruling of 9 January 2007, requested ANAS SpA, the Italian government
and the relevant ministries to refrain from applying the new legislation until the EU’s Court of Justice –
at which the Court of Genoa conducted a reference for interpretation pursuant to article 234 of the EC
Treaty – hands down judgment.
The Court of Justice should hand down judgment regarding the compatibility of the new legislation
with EU legislation.
On 21 March 2007 Autostrade per l’Italia filed an intervention notice regarding the above proceedings
before the Court of Genoa.
31
Finally, article 1, paragraph 1020, of Law 296/2006 provides for an increase in the concession fee,
which concessionaires must pay to the public concession provider, from the current 1% to 2.4% of net
toll revenues as of 2007.
The nature and legal implications of this additional increase, which was unilaterally imposed by a
national law, are still being assessed and evaluated by concessionaires, taking into account that
payment of the amount regarding 2007 toll revenues is due in March 2008.
Interministerial Economic Planning Committee (CIPE) Resolution 1/2007
The regulations pursuant to the above Law 286/2006 and subsequent amendments were
subsequently supplemented by the Interministerial Economic Planning Committee (CIPE) Resolution
of 26 January 2007, regarding “Provisions for the economic regulation of the motorway sector”
(published in the Official Gazette of 19 February 2007). This ruling – which was adopted without any
consultation with motorway concessionaires – lays down worse conditions and also introduces
additional criteria and parameters for establishing motorway tariffs compared with those established
under paragraph 83 of Law 286/2006.
The ruling drawn up by the CIPE introduces a tariff mechanism based on the Regulatory Asset Base
(RAB). This method, which is commonly applied to establish tariffs for other public service users,
places a ceiling on revenues by reviewing tariffs every five years based on a formula in which the
revenues allowed during each five-year period largely correspond to the sum of:
•
the operating costs incurred by a company in carrying out its normal business (subject to
regulation), net of an increase in efficiency determined by the regulator;
•
the amortisation and depreciation of tangible and intangible assets that are used in carrying out
such normal business;
•
the return on invested capital, equal to the rate of return on capital deemed “appropriate” by the
regulator, multiplied by the Regulatory Asset Base (RAB) at the beginning of the period.
Subsequently, within each five-year regulatory period, revenues, and consequently tariffs, are
annually adjusted on the basis of:
•
the target inflation rate;
•
an additional factor which allows for return on new investments made during the previous year,
calculated on the basis of the rate of return deemed appropriate by the regulator.
According to this system, companies must update their business and financial plans at the end of
each regulatory period, on the basis of which the regulator updates the related parameters of the
formula used for calculating the cap on revenues.
It should be pointed out that the explicit reference to an appropriate return on invested capital,
originally mentioned in Legislative Decree 262/2006, was definitively eliminated by Law 286/2006.
Indeed, the current paragraph 83 does not envisage it at all. However, the CIPE has reintroduced the
principle by proposing a RAB mechanism, which the new law does not in fact take into account.
In this regard, and contrary to what occurs in other sectors, it should be noted that the RAB
mechanism for calculating motorway sector tariff adjustments is fixed.
32
Application of the economic regulation methods envisaged by the CIPE resolution gives rise to a
series of problems:
•
The investment profile and the impact on tariffs. Unlike the power and gas distribution and
transmission sectors, investment is highly concentrated in the initial period of a project’s lifetime
(the construction phase), after which only moderate investment in maintenance is required. This
means that during the initial operating phase tariffs which are sufficiently weighted to cover costs,
and achieve the rate of return on capital established by the regulator, are significantly higher than
those applied during subsequent years as, due to the effect of depreciation, the value of invested
capital gradually decreases. The effects on traffic of initial tariffs that are too highly weighted
should also be taken into account. Such overweighting might trigger off a vicious circle in which
decreased traffic would make it necessary to raise tariffs further in order to achieve a guaranteed
return.
•
Value of assets on expiry of the concession and depreciation. In addition to the above
factors, it should be taken into account that assets held under concession by Autostrade and
other motorway operators, unlike power distribution and transmission utilities and integrated water
cycle management companies, are to be relinquished at the end of the concession period.
Moreover, the value of such assets is mainly depreciated not in terms of their residual useful life,
but over the remaining concession term, meaning that the value of the assets is written off by the
end of the term. The use of this method generates obvious distortions and oscillations in tariff
trends, as depreciation of investments carried out in the latter years of a concession period reach
high levels that are reflected in equally high tariff increases.
•
Determination of RAB. Another problem of application stems from the need to determine the
historic cost (if the revalued historic cost were to be used as the basis for calculating RAB) of
assets, which in some cases were built more than 80 years ago. Moreover, even when revalued,
this cost would not reflect the real current value of such assets, for which replacement or
reconstruction costs are substantially higher and consequently do not ensure recognition of the
real level of invested capital on which a return is expected;
•
Lack of investment incentives. Currently, the CIPE resolution does not include any form of
incentive for investment in new works, which occurs in the gas and electricity transmission sectors
via recognition of an increase in the rate of return on invested capital;
•
Deduction of other sources of revenue. The resolution stipulates that income deriving from
ancillary activities, connected with the use of motorway areas and surrounding land, should
contribute to maintaining financial equilibrium. Such revenues, net of the related costs, are
deducted from permitted costs, thereby depriving the company of such revenues.
Application of the new tariff fixing method gives the regulator sweeping discretionary powers in setting
key parameters for the determination of tariffs (rate of return, the regulatory asset base, criteria for the
depreciation of assets, traffic volume estimates, productivity and efficiency targets, the use of imputed
33
items to ensure that tariffs rise gradually, etc.) in accordance with rules and procedures that have
never been previously applied in the motorway sector.
This regulatory uncertainty actually deters investment in what is a highly capital-intensive industry,
requiring certainty and stability.
Application of the RAB mechanism for determining tariffs would not punish the inefficiencies of
concessionaires, who would rather be rewarded via higher tariffs for road users, who would see the
increased costs incurred by concessionaires reflected in higher toll charges. On the other hand, the
tariff adjustments calculated on the basis of the current price cap formula are far more transparent
and produce better results, because under the current system tariff adjustments are based solely on
objective criteria (above all the inflation rate) and are not connected to the costs of building motorway
infrastructure. Such costs are borne by the concessionaire, who is thereby motivated to operate
efficiently.
Furthermore, the CIPE resolution stipulates that all revenues deriving from ancillary activities and
subject to use of the land held under concession should be deducted from “recognised costs” in such
a way that the concessionaire be deprived of this revenue stream via subsequent tariff reductions.
This provision removes any future incentive to invest in these sectors and to improve the quality of
services and infrastructures. In this case too, the CIPE resolution would have an even worse impact
than Law 286/2006, as the latter provides for even-handed sharing of these profits between ANAS
and the concessionaire and not total expropriation of revenues deriving from ancillary activities.
The rating agencies have also expressed grave concerns regarding the new system. Indeed, the
stability and transparency of the methods used for determining tariffs are a key element in assessing
the credit ratings of toll motorway operators. In this regard, on 15 December 2006 Standard & Poor’s
went so far as to downgrade Autostrade’s rating from “A” with a stable outlook to “A” with a negative
outlook.
The CIPE resolution establishes general guidelines. Autostrade per l’Italia and its subsidiaries will
lodge an appeal to seek cancellation of this measure, as well as its application measures as they
come into force.
Proceedings initiated by the EU Commissioner for the Internal Market regarding the
new regulations governing motorway concessions
On 14 November, Charlie McCreevy, the EU Commissioner for the Internal Market, took out
infringement proceedings against Italy for violating Treaty provisions regarding free movement of
capital and right of establishment (doc. IP/06/1561).
This measure censures various aspects of the provisions introduced by article 12 of Legislative
Decree 262/2006, which represents the first step in the infringement procedure pursuant to article 226
of the EU Treaty. Under this procedure, if a national government gives an unsatisfactory reply, the
Commission may undertake a further initiative, by drawing up and sending a “justified opinion” which
specifies any objections and asks the national government to withdraw the disputed measures. In
34
case of failure to comply with the justified opinion – and if any further clarifications provided by a
national government are deemed unsatisfactory – the Commission may resort to the EU Court of
Justice so that it may hand down judgment on the disputed non-compliance.
On 10 January 2007 the Italian government replied to the summons from the EU Commissioner for
the Internal Market of 14 November 2006 with a note from the Minister of Infrastructure, a summary of
which was published on the Ministry of Infrastructure’s website.
In brief, the Italian government maintains that:
•
the limitations on investment by construction companies in the share capital of concessionaires –
which are implicitly recognised as going against EU legislation – have been removed;
•
the new regime would have no significant effects on current concession agreements: the Sole
Agreement envisaged by this regime would merely be for the purposes of recognition;
•
the regime would not grant undue discretionary powers to national governments;
•
furthermore, the Sole Agreement, of which the sole purpose of recognition was reiterated, is
moreover the outcome of a process agreed upon with the concessionaire, subject to jurisdictional
verification and compensation provided for in the case of failure to reach agreement.
On 5 March 2007 Autostrade SpA and Abertis submitted a wide-ranging document to the EU’s
Competition Directorate General in response to the Italian authorities’ above-mentioned reply of 10
January 2007. In this document, entitled “Complaint”, Autostrade SpA and Abertis pointed out that:
•
the Italian government, having exercised a presumed authorising power to prevent completion of
the merger, unilaterally and arbitrarily changed motorway sector regulations, thereby impairing the
regulatory framework, by using an emergency decree and then converting a Law Decree into a
Law, with certain amendments that left its scope substantially unchanged;
•
the previous regulatory framework, the outcome of a long process going back to the 1990s,
safeguarded both the public interest and legal certainty for concessionaires and investors by
placing the onus of responsibility for entrepreneurial risk on concessionaires. This regulatory
framework was, in its current form, used as the basis for the Company’s privatisation in 1999;
•
with the introduction of the Sole Agreement, the new regime puts concessionaires in a “take it or
leave it” situation, and gives public authorities sweeping discretionary powers, thereby negatively
affecting a concessionaire’s risk profile, which has led to concern among the financial community;
•
the claims contained in the Italian government’s reply of 10 January 2007 have as yet to be borne
out in the proposed legislation and regulations, or in the resulting actions of ANAS and the
Ministry of Infrastructure;
•
compensation for the concessionaire in case of forfeiture of the concession due to failure to
accept the Sole Agreement is a particularly worrying aspect, given that it only may be granted and
is unilaterally determined by the Italian government, whilst there is no provision in line with best
European practices providing for compensation equal to the market value of the company;
•
in conclusion, Autostrade SpA and Abertis have requested urgent intervention by the Commission
to declare that the new regulatory provisions and the related implementation measures (such as
CIPE Resolution 1/2007) are in breach of article 43 (right of establishment) and article 56 (free
35
movement of capital) of the EU Treaty.
AISCAT (The Italian Association of Motorway and Tunnel Concessionaires) sent a document to the
Italian Market Directorate General on 26 February 2007 containing comments on the new provisions.
Tariff increases for 2007
On 16 December 2006, ANAS SpA sent a letter notifying all concessionaires that the Minister of
Infrastructure had requested advice from NARS regarding 2007 tariff adjustments.
In a subsequent letter of 27 December 2006, ANAS SpA, citing the new legislation pursuant to Law
286/2006, notified all concessionaires that all tariff changes are subject to approval or refusal by the
Minister of Infrastructure and the Minister of Economy and Finance. ANAS SpA then concluded by
notifying that “as of I January 2007 said Company would therefore be unable to proceed with any
notified tariff update”.
Consequently, as of 1 January 2007, no tariff increase has been applied by any of the
concessionaires.
In response to the measures introduced by ANAS on 16 and 27 December 2006, suspending any
tariff increases, on 14/15 February 2007 Autostrade per l’Italia SpA and the Group’s other
concessionaires – with the exception of Società Italiana per il Traforo del Monte Bianco SpA, which is
not concerned by the above-mentioned suspension as it has a different tariff adjustment system –
notified ANAS SpA, the Minister of Infrastructure and the Minister of the Economy and Finance of an
appeal lodged at the Lazio Regional Administrative Court, requesting cancellation of ANAS SpA’s
tariff suspension, with a claim for compensation for damages incurred.
In brief, the appeals were based on the following grounds:
•
on 16 December 2006 (the date of ANAS SpA’s first letter) the procedure for determining tariffs as
of 1 January 2007 had already been concluded in the case of Autostrade per l’Italia and all other
motorway concessionaires. Indeed, Autostrade per l’Italia SpA had already submitted a request
for an ordinary tariff increase on 19 September 2006, and a request for a tariff increase in
connection with new works under the IV Addendum to the Agreement on 13 November 2006. In
accordance with the current agreement, regarding regular annual tariff increases relating to X
investments, ANAS SpA has 45 and 15 days, respectively, from the date of the related request to
make any comments. At the end of this period, tacit approval is assumed and, as can be deduced
from the above timing, ANAS did not make any comment within the established terms;
•
the new legislation (article 2, paragraphs 83 and 89 of Legislative Decree 262/2006 and
subsequent amendments) referred to in ANAS SpA’s measure of 27 December 2007 came into
force on 3 October 2006 and may not be applied retroactively. The new procedure set out in the
above-mentioned legislation – whilst deemed applicable even for existing contracts – which is
launched with the request from the concessionaire by 30 September each year, should thus be
applied as of 30 September subsequent to the afore-mentioned date on which the law comes into
force, and therefore as of 30 September 2007 for 2008 tariff adjustments;
36
•
ANAS SpA’s measures to suspend tariffs were adopted in violation of the principle of participation
in the procedure (Law 241/1990);
•
the new legislation invoked is in breach of the Constitution and EU legislation.
On 10 March ANAS SpA notified each concessionaire of the tariff increase to be applied, as
determined in a decree issued by the Minister of Infrastructure in agreement with the Minister of the
Economy, but which has yet to be notified to concessionaires. In the above-mentioned letters, ANAS
SpA, with reference to the alleged delay in carrying out investments with respect to the time frame
indicated in the financial plan appended to the agreement, estimated the related profits earned by
each concessionaire, without, however, giving any indication of the related calculation method and the
resulting amount. Concessionaires were merely notified of the reduction in percentage terms of the
tariff increases compared with those requested for 2007.
The following table shows the recognised tariff increases to be applied by Autostrade per l’Italia SpA
and its subsidiaries.
TARIFF INCREASES WITH EFFECT FROM 15 MARCH 2007 (%)
Motorway concessionaire
Tariff increase
Autostrade per l'Italia
0.67
Raccordo Autostradale Valle d'Aosta
0.94
Autostrada Torino-Savona
0.00
Società Autostrada Tirrenica
1.45
Strada dei Parchi
0.00
Tangenziale di Napoli
3.38
Autostrade Meridionali
0.00
On 15 March 2007 Autostrade per l’Italia and the Group’s other concessionaires started applying the
approved tariff increases.
Meanwhile, Autostrade per l’Italia and the Group’s other concessionaires (with the exception of RAV
and Tangenziale di Napoli, who were granted the full increase they had requested, and Società
Traforo del Monte Bianco, which was not concerned by the above-mentioned ANAS measures as it
comes under a different agreement regime) are appealing the measures introduced by ANAS SpA,
the Ministry of Infrastructure and the Ministry of the Economy and Finance before the Regional
Administrative Court. The companies are also seeking compensation for the related damages.
Strada dei Parchi S. p. A.: tariff increases for 2006 and appeal brought by Lazio
Regional Authority
Lazio Regional Administrative Court, in the sentence filed on 5 October 2006, upheld the appeal
brought by Lazio Regional Authority against the toll increase of 5.87% applied from 1 January 2006
on the A24 and A25 motorways operated under concession by Strada dei Parchi SpA
37
On 18/19 October 2006 Strada dei Parchi SpA thus notified the Lazio Regional Authority, the Ministry
of Infrastructure and ANAS SpA of an appeal lodged with the Council of State requesting cancellation
of the sentence handed down by the Lazio Regional Administrative Court and suspension of its
application.
In a letter of 20 October 2006 ANAS SpA formally requested Strada dei Parchi SpA to bring tariffs into
line with the previous levels of 1 January 2006, in compliance with the sentence. Strada dei Parchi
applied this tariff adjustment on 28 October 2006.
In a ruling filed on 8 November 2006 the Council of State upheld the preliminary injunction submitted
by Strada dei Parchi SpA, suspended application of the Lazio Regional Administrative Court’s
sentence, recognising on the one hand that the appeal contained “aspects deserving positive
assessment”, and on the other that execution of the sentence handed down by the Lazio Regional
Administrative Court caused “serious and irreparable damage” to Strada dei Parchi SpA.
As a result of the Council of State’s ruling, tolls on the A24 and A25 motorways – which, following the
request from ANAS, Strada dei Parchi SpA had reduced to the levels applied before 1 January 2006 were restored to their previous levels on 13 November 2006.
In a subsequent sentence filed on 31 January 2007, the Council of State pronounced final judgment
on the dispute, upholding the appeal lodged by Strada dei Parchi SpA, and thereby cancelling the
sentence handed down by the Lazio Regional Administrative Court.
In particular, the Council of State upheld the grounds for the appeal lodged by Strada dei Parchi SpA
regarding the Lazio Regional Authority’s lack of legitimacy in taking action.
The sentence also deals with the merits of the dispute – namely the correlation between tariff
increases and the state of completion of investments recognised by the Lazio Regional Administrative
Court – even though it “exclusively regards a completion requirement”. In this regard, the sentence
lays down general principles for the whole motorway sector.
In detail, it stipulates that:
•
in the concession arrangement between ANAS and Strada dei Parchi “the commitments between
the parties as a whole were certainly not limited to investment obligations”;
•
the obligation to carry out investments “was only one of many contractual commitments, regarding
which the importance and significance, as well as the duration and who is responsible for them,
should in any case be assessed (article 1218 of the Italian Civil Code), for the purpose of
ascertaining whether non-compliance took place”.
•
“the censure put forward by the Lazio Regional Authority is groundless, unconvincing and not
proven … partly because a portion of the investment has been carried out and a portion has been
planned”.
38
ANAS request of 16 March 2007 regarding provisions in the financial
statements
In a letter dated 16 March 2007, ANAS SpA, as in the previous year, requested all motorway
concessionaires to “make appropriate provisions corresponding to the accrued financial benefits
deriving from delays in carrying out planned investments” in their financial statements for 2006.
Autostrade per l’Italia SpA and the Group’s other motorway concessionaires intend to appeal with a
view to cancelling the above ruling by ANAS SpA.
In this regard, the assumed financial benefits deriving from delays in carrying out investments, as
estimated by Autostrade per l’Italia SpA at 31 December 2005 and notified to ANAS SpA during 2006,
amount to approximately €49 million.
At 31 December 2006 Autostrade per l’Italia SpA’s equity contains reserves and retained earnings
totalling €1,086 million, a far higher amount than the financial benefits estimated at 31 December
2005 and any further financial benefits that may assumed to have accrued in 2006.
Request for clarification from ANAS regarding recent press comments
On 15 March 2007 press agencies reported comments by the Minister of Infrastructure, who was
rumoured to have asked ANAS “to initiate procedures provided for in the existing concession
arrangements, under which one year after formal notice of breach of contract has been notified,
unless the breach has been resolved, the related agreement is terminated”. Also according to the
above press agencies, the Minister has “already initiated procedures that will lead to formal notice of a
serious beach of contract by June of this year”, adding that the initiative regards “4 or 5
concessionaires who, one year from now, not only risk seeing any tariff increases turned down but
their concessions revoked”.
In response to these reports, Autostrade per l’Italia SpA, in a letter sent to ANAS SpA on 15 March
2007, noted that “the Board of Directors of the undersigned company must approved its financial
statements for the year ended 31 December 2006 by 28 March 2007, whilst the Group’s holding
company, Autostrade SpA, a listed company, is similarly obliged to approve its consolidated financial
statements”.
In the same letter Autostrade per l’Italia SpA also specified that “the Directors are obliged to include
all material information known to them up to the above date of 28 March 2007 in the financial
statements”.
As a result of the above, Autostrade per l’Italia requested ANAS to inform the Company “if the
initiative referred to be the Minister, relating to 4 or 5 concessionaires, involves Autostrade per l’Italia
or any of the concessionaires it controls”.
In a latter dated 23 March 2007, ANAS acknowledged Autostrade per l’Italia SpA’s letter of 15 March
2007, stating that “the procedure for giving notice of a serious beach of the existing concession
39
arrangement – including with regard to the resulting effects – is governed by the Concession
Agreement and, insofar as applicable, by Law 241 of 7 August 1990 and subsequent amendments,
and therefore also by articles 7 and 8 of this law. Naturally without prejudicing the outcome of the
legal action pending before the Civil Court of Rome (R.G. 82307/2006)”.
Autostrade per l’Italia SpA and its subsidiaries have so far not received notice of such a procedure
being initiated, as required by the Concession Agreement and/or the above Law 241/90.
40
CONSOLIDATED FINANCIAL REVIEW
Introduction
The following financial review provides detailed analysis of the reclassified consolidated income
statement and balance sheet and the consolidated cash flow statement, in which amounts are
compared with those for the previous financial year.
In previous financial years, and through to preparation of the consolidated report for the nine months
ended 30 September 2006, the Group elected to recognise actuarial gains and losses deriving from
the measurement of staff termination benefits in the income statement for the period, based on the
method established by IAS 19. With effect from these consolidated financial statements for the year
ended 31 December 2006, on the basis of the option granted by the amendment to IAS 19, issued by
the IASB in December 2004, the above actuarial gains and losses are now recognised directly in
equity, as allowed under paragraph 93A of IAS 19. The previously published balances for 2005, of the
items affected by the change in policy, have thus been restated, in compliance with the requirements
of IAS 8.
The net effects of this change in policy on the balances for 2005 are shown in the “Statement of
changes in consolidated equity” and in the “Statement of consolidated total recognised gains and
losses”, which are included below and in the section “Consolidated financial statements”. Given its
nature, however, the change has not resulted in movements in total equity, but only in the
composition of the related breakdown, in that both profit for the period and reserves and retained
earnings have been influenced by insignificant amounts.
The reclassified financial statements have not been audited by the independent auditors, and there
are certain differences compared with the official financial statements presented in the section,
“Consolidated financial statements”. Above all:
ƒ
the “Analysis of the consolidated income statement” refers to “Gross operating profit
(EBITDA)”, which is not included in the official consolidated income statement. This profit
margin is calculated by taking the figure for total revenue reported in the official consolidated
income statement and deducting all operating expenses, with the exception of amortisation,
depreciation, impairment losses on assets and reversals of impairment losses, provisions and
other adjustments. Deducting these costs from gross operating profit results in the “Operating
profit (EBIT)” reported in the official consolidated income statement. There are no differences
between the intermediate components of the two income statements below operating profit,
apart from the fact that the “Analysis of the consolidated income statement” provides a briefer
summary;
ƒ
the “Analysis of the consolidated balance sheet” applies the same basis of presentation as
the official consolidated balance sheet, the only difference being that it provides a briefer
summary, by not including the sub-items below each main entry;
41
ƒ
the “Consolidated cash flow statement” shown and discussed below is no different from the
official consolidated cash flow statement.
In order to provide a clearer and fuller view of the consolidated financial statements, this section also
includes the following additional schedules: the statement of changes in consolidated equity, the
statement of consolidated total recognised gains and losses, the reconciliation of equity and profit for
the period of the Parent Company and the corresponding consolidated amounts, an analysis of
consolidated net financial indebtedness, and an analysis of consolidated working capital.
Consolidated results of operations
Consolidated revenue for 2006 amounts to €3,141.2 million, marking an increase of €183.9 million
(6.2%) on 2005 (€2,957.3 million).
“Net toll revenues”, amounting to €2,686.4 million (€2,517.6 million in 2005), marking an increase of
€168.8 million (6.7%) due to the toll increases applied by the Group’s concessionaires from 1 January
2006 and 3.1% growth in traffic volumes.
“Contract revenue” amounts to €21.5 million (€17.2 million in 2005). The increase derives from
contract work carried out by Pavimental during 2006, relating to the upgrading of a number of airport
runways (Florence, Pisa, Rome-Fiumicino).
“Other operating income” of €433.3 million is up €10.8 million (2.6%) on 2005 (€422.5 million).
Other operating income primarily consisted of the following items in 2006:
a) income from service areas in the form of royalties amounting to €177.4 million, having risen €5.0
million (2.9%) on 2005, which, however, included a lump-sum of €4.5 million linked to renewal of
service area licences;
b) Telepass (€61.1 million) and Viacard (€22.6 million) fees, which are up €7.0 million (9.1%) on
2005, reflecting an increase in the average number of Telepass Family devices (up 372,000),
Telepass Business devices (up 109,000) and topup Telepass devices (up 9,000) in use;
c) other sales and service revenues of €172.2 million are in line with 2005 (€173.4 million), which,
however, included non-recurring income of €13.5 million representing compensation for damages
deriving from the accident in the Mont Blanc Tunnel. This item primarily consists of revenues from
land-use and concession fees (the rental of multi-operator towers to mobile operators), maintenance
services, advertising, the sale of toll collection equipment, and reimbursements and damages
received.
Net operating costs of €1,152.1 million are up €54.4 million (5.0%) on 2005. This is primarily due to:
a) a €21.4 million (3.8%) rise in the cost of materials and external services, after deducting capitalised
expenses.
The increase reported during 2006 is primarily due to the cost of consultants’ and other professional
fees linked to Autostrade SpA’s planned merger with the Spanish company, Abertis Infraestructuras
42
S.A, and, to a lesser extent, to the increased expenses incurred by Pavimental in connection with the
related sales and service revenues from external customers.
The cost of motorway maintenance in 2006 (before capitalisation) is €356.8 million, representing an
increase of 15.4% on 2005, despite a reduction in maintenance activities due to improved climatic
conditions in 2006. The rise is primarily due to resurfacing work on Autostrade per l'Italia’s network
(around 20 million square metres of road resurfaced, including over 13 million square metres using
draining pavement, marking increases of 33% and 43%, respectively, with respect to 2005);
b) an increase in “other operating costs and gains/(losses)” of €0.5 million, primarily due to an
increase in non-deductible VAT attributable to the Parent Company (up €5.7 million), donations of
€1.3 million given by the Company to political parties and movements pursuant to Law 195/1974, and
contributions and donations made by Autostrade per l’Italia (up €3.5 million). The increase was
partially offset by a reduction in contingent liabilities, which in 2005 included damages paid to the
families of the victims of the accident in the Mont Blanc Tunnel;
c) a €32.5 million (6.6%) increase in staff costs, after deducting capitalised expenses. This primarily
reflects the rise in the unit labour cost, after various contract renewals in July 2005 and June 2006,
and a €12.9 million rise in the cost of the directors of Group companies, which includes the charge
deriving from the agreed termination of the contract of Autostrade SpA’s CEO. There was also an
increase of 24 in the average workforce, due essentially to increases in the number of staff at
Pavimental and Spea, linked to the increase in the volume of the Group’s investments. These
increases were partially offset by a rise in the amount of capitalised staff costs as a result of
investment activity.
“Gross operating profit” (EBITDA), amounting to €1,989.1 million, is thus up €129.5 million (7.0%) on
2005 (€1,859.6 million), representing an EBITDA margin of 63.3% compared with 62.9% for 2005.
After stripping out the above non-recurring charges incurred by the Parent Company in relation to the
merger, the EBITDA margin would be 64.4%.
“Operating profit” (EBIT), amounting to €1,606.4 million, is up €70.2 million (4.6%) on 2005 (€1,536.2
million) and represents an EBIT margin of 51.1%, compared with 51.9% for 2005.
Compared with the increase in gross operating profit, the rise, in absolute terms, in operating profit is
influenced by an increase in amortisation and depreciation of €65.2 million (up 25.0%), relating
especially to the entry into service of new property, plant and equipment to be relinquished.
Provisions, on the other hand, are down €5.8 million (9.2%).
The “Profit/(loss) from continuing operations” totals €672.4 million, marking an increase of €17.5
million (2.7%) on 2005 (€654.9 million).
This reflects a €14.6 million (3.2%) rise in net financial expenses.
In this regard, it should be noted that net financial expenses for 2005 benefited by €16.7 million from
the revaluation of the investment in Autostrada del Brennero, whilst the corresponding figure for 2006
includes €7.5 million in interest paid by the Parent Company to the tax authorities, following the
43
settlement agreed in July 2006 as a result of the conciliation process regarding a tax assessment
issued in 2003, and €1.7 million in fees paid to banks to provide financing in preparation for the above
merger.
After excluding the above items, borrowing costs are down €11.3 million, due essentially to:
a) renegotiation of the conditions applied to some of the Group’s medium/long-term borrowings,
amounting to approximately €6.7 million;
b) the benefits resulting from the start-up of the centralised treasury management system.
There was also a €4.3 million increase in capitalised financial expenses, reflecting progressive
implementation of network investment programmes.
The Group’s share of the profit/(loss) of associates is a positive €3.8 million (a loss of €1.7 million in
2005), reflecting the measurement of investments in associates using the equity method, and above
all the associate, Autostrade Sud America, the Italian parent of the Chilean motorway concessionaire,
Costanera Norte.
Taxation for the year amounts to €493.0 million, representing an increase of €47.8 million (10.7%). In
addition to the improvement in profit before tax, this reflects an increase of approximately one
percentage point in IRAP applied in certain Italian regions in 2006, and the cost (€6.2 million) of the
above settlement, in July 2006, resulting from the conciliation process entered into by Autostrade SpA
with the tax authorities.
After stripping out the above non-recurring items from profit from continuing operations, net of the
related tax effect, this item amounts to €707.9 million, representing 22.5% of revenue for the year.
Profit for 2006 thus amounts to €672.4 million, representing a decrease of €135.7 million (16.8%) on
2005 (€808.1 million), which included net gains of €153.2 million from discontinued operations (above
all the profit realised on the sale of the investments in the Austrian Europpass and the UK-based
company, MEL).
Profit attributable to equity holders of the parent amounts to €665.3 million, compared with the €795.1
million of 2005.
44
45
Consolidated balance sheet
At 31 December 2006 “Non-current assets” of €15,351.0 million are up €468.3 million on 31
December 2005 (€14,882.7 million), essentially due to the increase in property, plant and equipment
as a result of capital expenditure carried out in 2006.
Property, plant and equipment, amounting to €7,709.8 million (€6,896.5 million at 31 December
2005), includes “assets to be relinquished” of €7,538.3 million. Property, plant and equipment
increased by €813.3 million in 2006 due to investments totalling €1,176.7 million, which primarily
regarded Autostrade per l’Italia. This was partly offset by depreciation of €303.5 million and
government grants of €43.5 million, primarily received by Autostrade per l’Italia, Raccordo
Autostradale Valle d’Aosta and Autostrada Torino-Savona.
Intangible assets of €4,483.4 million are in line with the figure at 31 December 2005 and include
goodwill arising from consolidation of €4,382.9 million, which is subject to an annual impairment test
(IAS 36).
“Investments” (€205.2 million) include investments in associates and other minor interests, in
particular in: Autostrade Sud America (€48.0 million), Autostrada del Brennero (€43.0 million),
Autostrade Lombarde (€32.7 million), IGLI (€24.7 million), Stalexport (€20.1 million) and Autovie
Venete (€18.7 million). The following companies were incorporated during 2006: 1) Autostrade Sud
America, in which the Parent Company has a 45% interest and which is the Italian parent of the
Chilean company, Costanera Norte, acquired from Impregilo in 2006 and the operator of an urban
motorway serving the city of Santiago in Chile; 2) Società Infrastrutture Toscane, in which Autostrade
per l’Italia has a 46% stake (€3.5 million, net of capital to be paid in), and which is responsible for
building the regional Prato-Signa motorway link road. Moreover, in August 2006 the parent Company
completed its acquisition of a 21.7% stake in the Polish company, Stalexport, the holder of the
concession for the A4 Krakow-Katowice motorway.
“Other financial assets” of €739.3 million include term bank deposits relating to government grants
(Laws 662/1996 and 345/1997), totalling €713.1 million, and the fair value gain deriving from the
Company’s hedging derivatives, totalling €10.9 million. This item has decreased by €151.0 million
compared with 31 December 2005, following the reclassification of term bank deposits due to be
released during 2007 to current financial assets.
“Deferred tax assets” amount to €2,205.7 million at 31 December 2006 (€2,462.3 million at 31
December 2005). They include €1,795.9 million as the remaining balance of deferred tax assets
recognised on the reversal of the intercompany gain arising in 2003 as a result of the transfer of
motorway assets to Autostrade per l’Italia. The decrease of €131.0 million compared with 31
December 2005 relates to reversal of the amount due for the period for such assets through the
income statement. The remaining portion, which primarily consists of deferred tax assets allocated for
non-deductible provisions and financial liabilities accounted for in application of the cash flow hedge
method for derivative financial instruments entered into by the Parent Company, is down €125.6
million. This is essentially due to the reclassification of deferred tax liabilities to this item, following
Autostrade per l’Italia’s transition to IFRS.
46
At 31 December 2006 “Current assets” amount to €1,277.0 million (€1,091.8 million at 31 December
2005) and regard:
a) trading assets (€823.1 million), consisting of trade receivables, inventories and contract work in
progress. The increase of €76.5 million, compared with 31 December 2005, essentially regards the
component of trade receivables relating to the deferred billing of toll charges (Telepass), as a result of
traffic growth during the last quarter of 2006;
b) cash and cash equivalents of €76.7 million is down €13.5 million compared with 31 December
2005;
c) other current financial assets (€230.2 million) are up €147.1 million, following the above
reclassification of term bank deposits due shortly to be released from non-current financial assets;
d) current tax assets of €62.7 million have increased €21.5 million on 31 December 2005;
e) other current assets, amounting to €84.3 million (€130.8 million at 31 December 2005), primarily
consist of amounts due from insurance companies for reimbursement of damages caused to the
network by road users, amounts due from motorway companies that operate interconnecting
networks, tax credits not deriving from payment of income taxes, and the value of the investment in
the subsidiary, Sitech, which is in liquidation. The decrease of €46.5 million compared with the end of
2005 is essentially due to Sitech’s repayment of shareholder contributions for future share capital
increases paid in previous years.
"Equity” attributable to equity holders of the parent and minority interest totals €3,862.5 million
(€3,414.1 million at 31 December 2005).
“Equity attributable to equity holders of the parent” amounts to €3,574.4 million, having increased
€439.6 million compared with 31 December 2005 (€3,134.8 million). This reflects the following main
factors:
a) an increase of €106.1 million in the equity reserve deriving from application of IAS 32 and IAS 39,
with regard to the fair value, net of the related tax effects, of interest rate and foreign exchange
hedges;
b) payment, by the Parent Company, of the final dividend of €177.2 million for 2005, and of the interim
dividend of €150.1 million for 2006;
c) profit for 2006, amounting to €665.3 million.
“Equity attributable to minority interest” amounts to €288.1 million, having increased by €8.8 million
compared with 31 December 2005 (€279.3 million). This is primarily due to profit for the year,
payment of the unpaid, called-up share capital of Strada dei Parchi and the payment of dividends.
“Non-current liabilities” total €10,326.8 million (€10,590.8 million at 31 December 2005).
Non-current provisions amount to €1,052.5 million (€1,039.5 million at 31 December 2005). They
consist of “provisions for repair and replacement of assets to be relinquished” (€834.1 million),
“provisions for employee benefits” (€198.1 million), primarily regarding staff termination benefits, and
other non-current provisions (€20.3 million).
47
Non-current financial liabilities, amounting to €9,195.5 million (€9,368.6 million at 31 December 2005),
are down €173.1 million. This is due to a decrease in the fair value (€150.4 million) of derivative
financial instruments entered into for hedging purposes, in connection with the rise in interest rates,
and the reclassification to current financial liabilities of certain portions of medium/long-term
borrowings. These movements have been partially offset by the assumption of new medium/long-term
borrowings of €200.0 million, and by the impact of maturing transaction costs accounted for as a
reduction of non-current financial liabilities. The composition of non-current financial liabilities is
described below in the section on consolidated net financial indebtedness.
“Deferred tax liabilities” of €12.3 million are down €118.2 million on 31 December 2005, following the
above reclassification to deferred tax assets as a result of Autostrade per l’Italia’s transition to IFRS.
“Other non-current liabilities” of €66.6 million have risen €14.3 million on 31 December 2005. These
refer to the portions of tolls collected by Autostrade per l’Italia and Autostrade Meridionali due to toll
charge increases accounted for as long-term deferred income relating to revenue due in future years
and as grants used to finance investment.
“Current liabilities” amount to €2,438.6 million (€1,969.6 million at 31 December 2005).
Current provisions, amounting to €222.2 million (€203.0 million at 31 December 2005), consist of the
current portions of “provisions for repair and replacement of assets to be relinquished” (€98.1 million),
“provisions for employee benefits” (€46.8 million) and other non-current provisions of €77.3 million
(essentially relating to provisions for litigation and disputes).
“Trading liabilities” of €628.5 million (€566.3 million at 31 December 2005) primarily consist of trade
payables, which have risen due to growth in investment activities.
Current “financial liabilities” of €796.1 million (€488.5 million at 31 December 2005) mainly comprise
the current portion of medium/long-term borrowings falling due within 12 months and totalling €309.8
million (including the portion to be repaid directly by ANAS using the funds allocated by Law 662/1996
and Law 345/1997), current account overdrafts of €257.0 million, and accrued expenses on
borrowings of €219.4 million.
“Current tax liabilities” amount to €64.8 million, marking a reduction of €15.7 million on 31 December
2005 (€80.4 million).
Finally, “Other current liabilities” (€727.0 million) have risen €95.6 million on 31 December 2005
(€631.4 million). This reflects an increase in amounts payable by Autostrade per l’Italia to companies
that operate interconnecting networks, and amounts due for the expropriation of land connected to
investment activities.
48
49
50
51
The Group’s net financial indebtedness at 31 December 2006 amounts to €8,945.5 million (€8,793.6
at 31 December 2005). Net financial indebtedness has thus increased €151.9 million, despite the fact
that the figure for 2006 reflects a reduction of €160.5 million in the net fair value loss on derivative
financial instruments qualifying as interest rate and foreign exchange hedges.
“Net non-current financial indebtedness”, amounting to €8,456.2 million (€8,478.4 million at 31
December 2005), consists of:
a) four bond issues carried out by the Parent Company, totalling €6,326.7 million, less transaction
costs, in application of the amortised cost method;
b) medium/long-term borrowings amounting to €2,741.9 million, less transaction costs, in application
of the amortised cost method. This item consists of:
1. a “Term Loan Facility” of €776.6 million obtained by the Parent Company;
2. European Investment Bank (EIB) loans to Group companies, totalling €417.9 million;
3. a loan to Strada dei Parchi from ANAS, amounting to €687.3 million;
4. bank loans to be repaid directly by ANAS using funds allocated by specific legislation (Law
662/1996 and Law 345/1997) and the financial liability payable to ANAS for mortgage loan
repayments made in relation to works envisaged in the Agreement and not yet completed,
totalling €736.6 million;
5. loans granted by the Central Guarantee Fund, totalling €57.0 million;
6. other medium/long-term borrowings of €66.5 million;
c) the decrease in the fair value of derivative financial instruments qualifying as interest rate and
foreign exchange hedges, totalling €70.5 million and representing a reduction of €150.4 million
compared with 31 December 2005, following the rise in interest rates;
d) deferred financial income (€56.4 million), essentially consisting of grants for interest maturing in
future years, recognised following adoption of IAS 39 in relation to the above non-interest bearing
loans form the Central Guarantee Fund;
e) non-current “financial assets” totalling €739.3 million, including term bank deposits of €713.1
million, linked to government grants (Law 662/1996 and Law 345/1997) to be drawn on in relation to
the stage of completion of the relevant works, and other financial assets amounting to €26.2 million,
which include the increase in the fair value of derivative financial instruments qualifying as interest
rate and foreign exchange hedges, totalling €10.9 million.
At 31 December 2006 “Net current financial indebtedness” amounts to €489.3 million (€315.2 million
at 31 December 2005) and consists of:
a) Current financial liabilities of €796.1 million, which include the current portion of medium/long-term
borrowings (€309.8 million), the use of short-term lines of credit (€257.0 million), accrued financial
expenses (€219.4 million), short-term borrowings (€0.2 million) and other current financial liabilities
(€6.6 million). Current financial liabilities have increased by €307.6 million, essentially due to the
greater use of short-term lines of credit (€174.5 million) and a €155.9 million increase in the portion of
medium/long-term borrowings maturing in 2007, above all with regard to the loans to be repaid
52
directly by ANAS using funds allocated by specific legislation (Law 662/1996 and Law 345/1997).
These increases were partially offset by reduced amounts payable to the subsidiary, Sitech (in
liquidation), relating to the current account held with the Parent Company. This is due to Sitech’s
partial use of the amount deposited in the account in order to repay shareholder contributions paid in
previous years;
b) Current financial assets of €306.8 million (€173.2 million at 31 December 2005), which include
cash of €71.3 million, short-term investments in securities (€5.4 million) and other current financial
assets, totalling €230.1 million. The latter essentially regard:
1. term bank deposits falling due within 12 months attributable to Autostrade per l’Italia (€164.2
million) and to Autostrada Torino-Savona (€25.0 million);
2. financial receivables of €4.6 million;
3. the current portion of medium/long-term financial assets (including the related interest income
accrued at year end and not yet collected), totalling €35.8 million.
The average term to maturity of the Group’s debt is approximately 10 years. The average term to
maturity of debt subject to interest rate and foreign exchange hedges is around 7 years.
As regards types of interest rates, 98% of the Group’s debt, taking account of interest rate and foreign
exchange hedges, is fixed rate, whilst the remaining 2% is floating rate.
In 2006 the Group’s average cost of borrowing was approximately 5.1%.
53
54
Consolidated working capital at 31 December 2006 presents a negative balance of €672.4 million (a
negative €562.6 million at 31 December 2005), and results from the net balance of current assets of
€970.1 million (€918.5 million at 31 December 2005) and current liabilities totalling €1,642.4 million
(€1,481.2 million at 31 December 2005).
The increase of €109.8 million compared with 31 December 2005 is due primarily to:
a) a €71.4 million increase in trade receivables, essentially regarding trade receivables relating to the
deferred billing of toll charges (Telepass), as a result of traffic growth during the last quarter of 2006;
b) a €62.2 million increase in trade payables as a result of investment activities;
c) a €46.5 million decrease in other current assets, essentially relating to the reduction in the value of
the investment in the subsidiary, Sitech (in liquidation), following the company’s repayment of
shareholder contributions paid in previous years, and to payment by insurance companies of
approximately €13.5 million as compensation for the damages incurred by Traforo del Monte Bianco
following the accident that took place in March 1999;
d) a €95.6 million increase in other current liabilities, reflecting an increase in amounts payable by
Autostrade per l’Italia to companies that operate interconnecting networks, and amounts due for the
expropriation of land connected to investment activities.
55
Consolidated cash flow
During 2006 cash and cash equivalents recorded a net decrease of €188.0 million, compared with a
decrease of €111.7 million in 2005.
Cash generated from operating activities amounted to €1,228.6 million (€1,024.9 million in 2005).
Compared with 2005, the increase derives essentially from an improved profit from continuing
operations, a reduction in working capital, and differing trends in the net movement in non-current
provisions during the two years.
Cash used in investing activities, totalling €1,186.0 million (€580.8 million in 2005), primarily reflects
investments in property, plant and equipment of €1,176.7 million (€852.4 million in 2005), compared
with government grants of €43.5 million (€71.8 million in 2005).
Cash used in financing activities totals €230.5 million (€556.0 million in 2005). For 2006 this figure
primarily reflects the payment of dividends (the final dividend for 2005 and the interim dividend for
2006) and repayments of portions of medium/long term borrowings, partially offset by the
aforementioned new medium/long-term loan of €200 million from the EIB.
56
57
GROUP OPERATING REVIEW
TRAFFIC
Traffic increased by 3.1% compared with 2005, with light vehicles growing faster (up 3.2%) than
heavy ones (up 2.6%). Overall in 2006, the total number of kilometres travelled on the Group’s
network amounted to 54,258 million, 41,771 million by light vehicles and 12,487 million by heavy
vehicles.
The average daily traffic flow was 43,697 Average Theoretical Vehicles per Day (ATVD) (1).
Traffic growth in 2006 was due to a greater number of positive factors than in 2005, when the same
factors had a negative impact. The most important causes of the increase are:
•
improved weather conditions with respect to 2005;
•
a partial Italian economic recovery, with GDP rising 1.9% and industrial output estimated to have
grown by 1.7% in 2006 (after adjustment for the number of working days);
•
a modest rise in fuel prices (up 5.3% for petrol and 5.1% for diesel).
TRAFFIC TRENDS FOR LIGHT AND HEAVY VEHICLES USING THE NETWORK MANAGED BY
AUTOSTRADE PER L’ITALIA AND OTHER GROUP CONCESSIONAIRES
(million km travelled)
60,000
50,000
40,000
+3.5%
+1.9% 12,171 +0.2% 12,487
+2.8% 11,722 +6.9% 12,105
10,764
+3.5% 11,098
34,886
36,169
37,168
39,877
40,450
40,464
41,771
2000
2001
2002
2003 (a)
2004
2005
2006
10,476
+3.1%
30,000
20,000
10,000
0
light vehicles
heavy vehicles
(a) The figures for 2003 take account of the Group’s acquisition of Strada dei Parchi (1,974.3 million km travelled). Excluding this effect
the increase in traffic in 2003 would have been 2.8%.
(1)
ATVD = total km travelled/length of section /no. of days in year.
58
MONTHLY TRAFFIC TRENDS IN 2006
(million km travelled)
6,000
5,000
1,131
4,000
3,000
1,126
884
1,000
1,162
1,123
1,139
951
2,000
2,813
997
864
1,114
2,654
3,096
3,665
3,445
3,717
4,295
4,523
3,728
3,437
1,068
3,038
929
3,360
ov
em
be
r
D
ec
em
be
r
ct
ob
er
N
light
O
em
be
r
Se
pt
Au
gu
st
Ju
ly
Ju
ne
M
ay
Ap
ri l
h
M
ar
c
Fe
br
ua
ry
Ja
nu
ar
y
-
heavy
Traffic growth on Autostrade per l’Italia’s network was in line with the Group average (up 3.1%). The
highest growth rates were registered on the network managed by the concessionaires, Autostrada
Torino-Savona and Strada dei Parchi, which recorded increases of 4.2% and 3.8%, respectively.
Traforo del Monte Bianco also recorded significant growth (up 3.6%). The rest of the Group’s network
recorded lower rates of growth.
TRAFFIC ON THE AUTOSTRADE GROUP’S NETWORK
(million km travelled)
Motorway
A1 Milan-Naples
A4 Milan-Brescia
A7 Serravalle-Brescia
A8/A9 Milan-Lakes
A8/26 Trunk road
A10 Genoa-Savona
A11 Florence-Coast
A12 Genoa-Sestri
A12 Rome-Civitavecchia
A13 Bologna-Padua
A14 Bologna-Taranto
A16 Naples-Canosa
A23 Udine-Tarvisio
A26 Genoa Voltri- Gravellona Toce
A27 Venice-Belluno
A30 Caserta-Salerno
Mestre interchange
TOTAL AUTOSTRADE PER L'ITALIA
Turin-Savona
Naples-Pompeii-Salerno (SAM)
Naples ring road
Mont Blanc Tunnel
Livorno-Rosignano
Valle d'Aosta Motorway Link Road
Strada dei Parchi
TOTAL SUBSIDIARIES
TOTAL AUTOSTRADE GROUP
Light
vehicles
13,575
2,598
503
2,004
438
763
1,322
791
607
1,441
7,924
1,210
472
1,665
539
616
72
36,541
776
1,397
966
7
200
65
1,820
5,230
41,771
Vehicles*km (million)
ATVD (b)
heavy
Total
% change on
2006
vehicles
vehicles
2005
4,762
878
129
373
87
170
286
154
111
551
2,824
296
236
480
111
199
28
11,673
173
165
87
4
48
24
312
814
12,487
18,337
3,476
632
2,376
525
934
1,608
945
718
1,992
10,748
1,505
708
2,145
650
815
101
48,214
949
1,562
1,053
11
248
89
2,132
6,043
54,258
(b) ATVD = total km travelled/length of section /no. of days in year
59
3.6
-1.0
1.7
5.2
2.6
1.8
3.3
1.4
3.5
3.7
3.0
3.3
3.5
2.8
3.8
7.8
4.0
3.1
4.2
2.9
1.4
3.6
2.4
1.5
3.8
3.1
3.1
62,524
101,858
34,630
83,794
59,939
56,218
53,918
53,163
30,083
42,865
37,686
23,939
19,161
23,993
21,657
40,359
46,274
19,858
82,906
142,873
5,076
18,590
9,011
21,225
30,254
43,697
TOLL CHARGES
The price cap formula
The tolls charged by Italian motorway concessionaires are adjusted annually on the basis of the price
cap formula established by the Interministerial Committee for Economic Planning (CIPE) in its
resolution of 20 December 1996, and adopted in the respective agreements entered into with ANAS
(Italy’s Highways Agency).
The formula used to calculate toll adjustments is as follows:
∆T = ∆P - X + ß∆Q
Where:
•
∆T is the toll charge adjustment;
•
∆P is the target inflation rate;
•
X is the productivity indicator specifically agreed with the concession provider by each
concessionaire.
Under the 1997 Agreement with ANAS and the IV Addendum of 2002, in the case of Autostrade per
l’Italia X is calculated by taking account of the annual portion of the differential between the real and
target inflation rates, recorded over a five-year period, and coverage of the cost of carrying out the
works envisaged in the IV Addendum.
•
β∆Q is the factor linked to service quality and is determined on the basis of two indicators:
– IPAV is an indicator that measures the structural state of road surfaces; based on
coefficients for skid resistance and evenness, which are the two principal factors involved in
determining the quality of a road surface;
– IS is a safety indicator; based on the Global Accident Rate (the number of accidents on
carriageways and at junctions recorded by the Highway Police per 100 million km travelled).
The tolls charged by the Group company, Società Italiana Traforo del Monte Bianco, are adjusted on
the basis of bilateral agreements between the Italian and French governments.
Method of calculating tolls
Motorway tolls represent the price the customer pays to use the motorway. Tolls are calculated on the
basis of the unit charge per kilometre, which varies depending on the type of vehicle used (there are
5 classes) and the nature of the motorway travelled on (on the flat or through mountain terrain).
The unit charges are adjusted annually (from 1 January of each year) based on a percentage
increase, which is determined in accordance with existing regulations and approved by ANAS.
The toll is calculated by multiplying the unit charge per kilometre (plus the surcharge to be passed on
to the government and VAT) by the number of kilometres travelled. The final amount is rounded up or
down to the nearest ten euro cents (with the exception of Tangenziale di Napoli, whose tolls are
rounded off to the nearest five euro cents), in order to speed up the process of providing change for
cash payments.
60
Toll increases applied from 1 January 2006 by the Autostrade Group’s
concessionaires
As of 1 January 2006, Autostrade Group companies began to apply the annual toll increases
calculated on the basis of the above price cap mechanism.
TOLL CHARGE INCREASES AS OF 1 JANUARY 2006 (%)
∆P
X
β∆Q
Motorway concessionaire
Target inflation Productivity
Quality
rate
indicator
factor
Autostrade per l'Italia
Autostrade Meridionali
Tangenziale di Napoli
Torino-Savona
RAV
SAT
Strada dei Parchi
(+)
1.70
1.70
1.70
1.70
1.70
1.70
1.70
(+)
-0.07
-0.90
-0.90
-0.90
-0.90
-0.90
4.17
∆T
Annual
increase
(+)
1.18
0.77
1.62
0.69
-0.04
1.85
0.00
(=)
2.81
1.57
2.42
1.49
0.76
2.65
5.87
The X variable applied by Autostrade per l’Italia under the price cap formula, amounting to 0.07%,
was the result of the following three factors:
•
the productivity indicator (1.10%);
•
recovery of the annual portion (-0.77%) of the differential between the real and target inflation
rates for the five-year period 1998-2002;
•
coverage of the costs incurred in carrying out the new works envisaged by the IV Addendum to
the Agreement of 1997 (-0.26%), which in 2006 was linked to work on the fourth lane of the MilanBergamo section of the A4 and the start up of work on the Tunnel Safety Plan and on the initial
lots involved in the third lane of the A14 between Rimini North and Pedaso.
In line with the decisions taken by the Italian and French governments in October 2001 (afterwards
integrated by the Agreement signed in October 2003), the toll charge increase approved by the
Intergovernmental Audit Committee was applied by Società Italiana per il Traforo del Monte Bianco as
of 1 January 2006. The increase amounts to 2.24% for light vehicles, whilst differentiated increases
are applied for the various categories of heavy vehicle based on pollution emissions: 3.83% for “Euro
1” vehicles and 4.08% for “Euro 2” and “Euro 3” vehicles.
Moreover, based on the aforementioned agreement signed in October 2003, as of 1 July 2006, the
tolls in effect for the Mont Blanc Tunnel have increased on the basis of the average inflation rate
reported in the two countries: up 1.98% for vehicle categories as a whole.
For the purpose of comparison, between 2000 and 2006 the toll charges applied by the principal
concessionaire, Autostrade per l’Italia, have risen less than inflation and are lower than those in force
in Italy and elsewhere in Europe.
61
INFLATION AND AUTOSTRADE PER L'ITALIA’S TOLL CHARGES: TREND FOR 2000-2006 (*)
(2000 = 100)
114.95
114.02
112.59
110.90
110.49
108.11
108.01
105.62
105.27
104.04
102.70
101.79
100
2000
2001
2002
2003
2004
inflation
2005
2006
toll charges
(*) Source for inflation: ISTAT consumer price index for Italy as a whole.
AVERAGE TOLL CHARGE PER VEHICLE IN EUROPE (*) INCLUDING VAT
(2005: euro cents per km)
12.20
9.30
7.08
5.57
5.17
A uto strade per
l'Italia
(*)
6.10
Italy
P o rtugal
(A P CA P )
France (A SFA )
Spain (A SETA )
UK
Source: APCAP; ASETA; ASFA; ASECAP; Toll Collect.
AVERAGE TOLL CHARGE FOR HEAVY VEHICLES IN EUROPE (*) INCLUDING VAT
(2005: euro cents per km)
32.76
24.40
20.56
12.31
A uto strade
per l'Italia
(*)
13.65
14.00
Italy
Germany
15.40
P o rtugal
16.60
Spain
France
UK
Source: APCAP; ASETA; ASFA; ASECAP; Toll Collect.
62
A ustria
NETWORK EXPANSION AND MODERNISATION
In 2006 the cost of investments in the Group’s network amounted to €1,177 million, marking an
increase of €325 million (38%) on 2005.
Details of investments in the Group’s network are shown in the following table:
INVESTMENTS IN THE AUTOSTRADE GROUP’S NETWORK
The Group’s investment plan for major works
Autostrade per l’Italia and the other Group concessionaires are in the process of implementing a
programme of investment in major infrastructure projects worth around €11 billion. The investment
aims to increase the capacity of the existing motorway network on the country’s principal arteries, in
order to improve road safety and service quality.
Autostrade per l’Italia’s investment programme is divided into two parts. The first is included in the
financial plan annexed to the 1997 Agreement with ANAS (Italy’s Highways Agency), whilst the
second is contained in the IV Addendum to the above Agreement signed in 2002, which came into
effect in 2004. Upgrading and expansion work regards the motorway networks that carry the heaviest
traffic volumes and that are increasingly subject to delays and congestion.
Works envisaged by the investment programmes of other Group concessionaires, included in the
respective financial plans, have the same purpose as those carried out by Autostrade per l’Italia and
involve the expansion of existing roads. Only Raccordo Autostradale Valdostano (RAV) is undertaking
the construction of a new motorway. The widening and modernisation of the Naples-Pompeii-Salerno
(SAM) and of the motorways between Rome and Abruzzo (Strada dei Parchi) are of particular
significance.
63
The authorisation process for investment projects
Motorway investment projects are subject to a complex authorisation process involving various
relevant ministries and entities, in addition to ANAS. The authorisations, primarily linked to
environmental and urban planning requirements, are dependent on numerous entities with decisionmaking powers. There are significant difficulties in obtaining all the related permits and the application
processes are long and drawn out. The approval process may be summarised as follows:
a. agreement with the concession provider (ANAS) regarding investment plans and the conditions for
financing the works;
b. approval of each project by the relevant entities and institutions. Independently of the required
procedure for each specific project (the Merloni Law and the so-called Legge Obiettivo), it is
necessary to carry out an Environmental Impact Assessment (EIA) and have the project approved by
the Services Conference, which may require alterations to the original design, resulting in the need for
further authorisations;
c. approval of the final and/or executive design by ANAS;
d. award of the related contracts in accordance with the laws in force;
e. execution of the works subject to receipt of secondary authorisations from local authorities. At this
stage execution of the works and management of the sites is monitored by Watchdogs and Oversight
Committees, set up on the basis of special agreements with local authorities, and by ANAS.
In point of fact, there are significant hold-ups and delays in carrying out the various works, often due
to factors, causes and situations that are totally beyond the control of concessionaires. Progress in
executing the works envisaged in the financial plans drawn up by the Autostrade Group’s
concessionaires is held up, at the approval stage, by the complexity of the various authorisation
procedures involved and, during execution, by the policies and requests of local authorities, which
often lead to having to start the entire authorisation process over again.
Even when projects have been given approval and agreement has been reached with local
communities, further difficulties in completing the works may be created by the companies who have
been awarded the relevant contracts. This depends on the selection criteria established in the current
regulations, which essentially require selection of the lowest priced bid (without looking at any
potential anomalies). The system does not, therefore, give due consideration to a contractor’s
technical expertise or quality.
64
Stage of completion of the Group’s major works
The following table shows all the major infrastructure works the Group is committed to carrying out in
order to expand its motorway network, based on the undertakings given in the respective agreements.
The value of each project includes the overall cost (before any government grants) of the works, as
assessed at the end of December 2006 and calculated on the basis of the stage of completion
reached at this date, based on:
•
the value of the base bid price of the works, after actual or expected reductions;
•
available funds (for example, for hold-ups, design work, works supervision, etc.);
•
recognised reserves;
•
recognised early completion bonuses;
•
expert appraisals of design changes.
The above values may be increased on the basis of the effective future stage of completion.
In spite of the Group’s determination to push ahead with design work and organisation of the projects,
the above complications and problems may well continue to delay completion of the works, with the
following implications:
•
the impossibility of making a reasonable estimate of the date of completion and entry into service
of the various works;
•
cost overruns that cannot reasonably be quantified.
Compared with the situation at 31 December 2005, the value of the assessed works, including those
involved in the Tunnel Safety Plan, has risen by €471 million.
65
MAJOR WORKS
Project
Status
Autostrade per l'Italia: Agreement of 1997
MI-VA (A8) Fiorenza - Gallarate
MI-NA (A1) and BO-TA (A14) Bologna Interchange
- Modena-Bologna
- Bologna Ring Road
MI-NA (A1) Variante di Valico
- Casalecchio - Sasso Marconi
- Sasso Marconi - La Quercia
- La Quercia - Badia Nuova
(d)
- Base Tunnel
- Aglio - Barberino
(e)
- Landscaping works
MI-NA (A1) Florence Interchange
- Barberino - Florence North
- Florence North - Florence South
- Florence South - Incisa
MI-NA (A1) Orte Fiano
Value of
project (a)
(km)
€m
€m
% of completion
(km)
100%
59%
78%
42%
27%
16%
89%
4%
24%
7%
23%
15%
3%
32%
1%
96%
28.7
31.6
31.6
0.0
19.0
0.0
19.0
0.0
0.0
0.0
0.0
3.1
0.0
3.1
0.0
37.7
25
10
41%
0.0
236.9
5,150
1,531
30%
120.1
23.2
3.8
35.1
34.8
186
87
425
1,800
8
67
218
6
4%
77%
51%
0%
0.0
3.8
8.3
0.0
171.0
18.7
1,763
149
225
60
6
15
3%
4%
7%
0.0
0.0
Total projects under IV Addendum of 2002
286.6
4,636
379
8%
12.1
Total investments in major works by Autostrade per l'Italia
523.5
9,786
1,910
20%
132.2
12.4
19.9
5.7
14.2
407
345
117
228
375
32
25
7
92%
9%
21%
3%
7.2
0.0
0.0
0.0
Works in progress
Works in progress (3)
Works in progress (4)
Works in progress
Works in progress
Environmental Impact Assessment in progress
Works in progress or completed (5)
Environmental Impact Assessment in progress
Works completed (6)
Tender process underway/works in progress
or completed (7)
Total projects under Agreement of 1997
Autostrade per l'Italia: IV Addendum of 2002 (m)
MI-CO (A9) Lainate - Como Grandate
MI-Lakes (A8-A9) Access to Milan Exhibition Centre
MI-BS (A4) Milan - Bergamo
A7-A10-A12 Genoa Interchange
(f)
BO-TA (A14) Rimini North - Pedaso
(g)
MI-NA (A1) Fiano Romano - Rome Orbital Motorway
(h)
Other projects
Awaiting closure of Services Conference
(8)
Works completed
Works in progress or completed (9)
Preliminary design in progress
Works
being
approved/tender
process
(10)
underway/works in progress
Awaiting closure of EIA-Services Conference
(11)
Works being approved/ in progress/ completed
65
217
139
78
860
9
485
36
247
16
67
208
12
191
4
171
Km open to
traffic at 31
Dec 2006 (c)
58.5
17.5
21.9
19.1
37.8
(1)
Works completed
(2)
Works in progress
28.7
45.3
31.6
13.7
66.6
4.1
19.4
21.3
15.7
6.1
Stage of completion 31
Dec 2006 (b)
65
365
177
188
3,160
54
543
1,000
1,037
227
298
1,358
484
590
284
178
Remaining investments
Works completed
Km covered
by project
Subsidiaries:
RAV: AO-Mont Blanc Tunnel (A5) Morgex- Entreves (Agreement of 1999)
Strada dei Parchi: RM-AQ-TE and Torano - Pescara (A24 and A 25) (Agreement of 2001) (n)
- Villa Vomano -Teramo
(i)
- Rome East (Lunghezza) - Via P. Togliatti
Autostrade Meridionali: NA-Pompei-SA (A3) Napoli - Pompei (Agreement of 1999) (l)
Works completed (12)
Work in progress
(13)
Awaiting closure of EIA-Services Conference
Tender process underway/works in progress
or completed (14)
20.4
387
200
52%
3.6
Total projects by subsidiaries
52.7
1,139
607
53%
10.8
Total investments in major works by the Autostrade Group
576.2
10,925
2,517
23%
143.0
(a)
Total cost of carrying out the works, as assessed at 31 December 2006, including the base bid price, available funds, recognised reserves and early completion bonuses.
(b)
Excludes capitalised costs (financial expenses and staff costs). Percentage of completion calculated in relation to the value of the project.
(c)
Following the completion and opening to traffic of 4.2 km of the A3 between Naples and Pompei on 6 February 2007 and the opening to traffic of lots 2 and 3 of the motorway on 7 March 2007, a total of 152.4 km have been opened.
(d)
The Base Tunnel includes the Badia Nuova-Aglio lots and pilot tunnels.
(e)
This item includes landscaping works around the motorway network on the Sasso Marconi-Barberino section.
(f)
Includes the new Marina di Monte Marciano junction (estimate in IV Addendum: €7m) and the new P.to S. Elpidio junction (estimate in IV Addendum: €22m).
Includes the new Castelnuovo di Porto junction (estimate in IV Addendum: €10m).
Includes the Tunnel Safety Plan (estimate in IV Addendum: €134m) and 6 new junctions (estimate: €91m).
(i)
Total costs including €64.1m to be financed by SdP and remaining €163.9m to be financed by proposing local authorities.
(l)
Planned widening on SAM's network regards 24.9 km, including 4.5 km already open to traffic during Agreement of 1972-1992.
(g)
(h)
(m)
Final approval received in 2004.
In operation from 2003.
Excluding compensatory works.
(2)
The new Bologna Exhibition Centre junction was opened to traffic on 6 December 2006.
(n)
(1)
(3)
(4)
(5)
The northbound section of the Gardelletta Tunnel (840 metres) is nearing completion; work is scheduled for completion by April 2007.
Contract for lot 6-7 of the Variante di Valico finally awarded on 31 August 2006. The contract has so far not been signed due to appeals brought before the Administrative Court by certain companies not selected.
Southbound carriageway of Florence North-Florence Scandicci section opened to traffic on 21 December 2006 with provisional road markings.
(6)
Work on widening the southbound section of the Nazzano Tunnel (337 metres) is still underway; excavation is due to finish by spring 2007, to be followed by excavation of the reverse arch in the two bore holes (northbound and southbound), with completion
expected by the end of 2007.
(7)
The works regard the widening of 3 viaducts on the A1 motorway, of which one has been completed, whilst the contract is in the process of being awarded for another and the third is in progress. This item also includes a number of works carried out by
contractors with a contribution from ASPI.
(8)
Link opened to traffic from March 2005 with the inauguration of the Milan Exhibition Centre junction. Work is nearing completion and is expected to be finished in February 2008 (14 months after the site was made available free from interference and
impediments).
(9)
The new Trezzo junction (Lot 2) was opened to traffic on 6 October 2006. Lot 2, between Trezzo and Cavenago, representing a section of approximately 7.5 km, was opened to traffic on 29 December 2006, together with a 1.6 km section of the eastbound
carriageway of Lot 3, before the Bergamo junction.
(10)
Widening work has been divided into 9 lots. Work is in progress on one Lot (37.0 km), whilst the tender process is underway for another Lot (5.2 km). The Services Conference has closed for 5 Lots (88.7 km) and the final design is being added to. The
closure of the EIA and the Services Conference is awaited for a further Lot (29.0 km), whilst the Services Conference for a ninth Lot (11.4 km) failed to give the go-ahead and a decision from the Cabinet Office is awaited.
(11)
Work on the Tunnel Safety Plan is in progress. In terms of the 6 junctions involved, work is in progress on one, the contract is in the process of being awarded for another, and a further 3 are awaiting closure of the EIA and the Services Conference. The final
design is being prepared for the sixth.
(12)
(13)
This section was opened to traffic on 7 March 2007 on a provisional basis.
With the exception of upgrading work on the new Lunghezza toll station, which is in progress.
(14)
Work on widening the 20.4 km section has been divided into 6 Lots, of which 2 have been completed and 4 are in progress. The planned expansion of the motorway also envisages the construction/upgrading of 6 named junctions. Work on 4 of these has
been completed, whilst work on another is in progress and the contract is in the process of being awarded for the last.
66
Works carried out on Autostrade per l’Italia’s network
Works envisaged in the financial plan of 1997
The Agreement of 1997 envisaged investments (in major works) totalling approximately €3.5 billion.
The aim is essentially to complete the Variante di Valico project, which regards the Apennine stretch
of the A1 motorway from Bologna to Florence and the connected road systems serving the two cities.
At 31 December 2006 around 80% of the works have been authorised, 78% are in the process of
being carried out or the relevant contracts are being awarded, and around 30% of the plan has been
completed.
The delays in carrying out the works envisaged by the Financial Plan annexed to the Agreement of
1997 have also added to the cost of the works, which has risen from an initial €3,556 million to €4,567
million, estimated on the basis of the subsequent Financial Plan annexed to the IV Addendum, which
was drawn up in 2002. This sum, having been updated to 31 December 2006, has since further
increased to €5,150 million, representing a total extra cost of approximately €1,594 million.
These additional costs, compared with those originally set out in the Financial Plan annexed to the
Agreement of 1997, are primarily the result of the above delays, which have led to price increases
and changes to subsequently issued regulations. Further additional costs are also due to works in the
surrounding area requested by local authorities involved in the approval and authorisation process. It
is not envisaged that the extra costs incurred and to be incurred in the future by Autostrade per l'Italia
will be made up by rises in toll charges.
It should also be noted, above all, that in the case of works that have yet to be approved (Barberino Florence North, Florence South – Incisa), any estimate of the time to completion and final cost of the
works is highly approximate.
€m
MAJOR WORKS ENVISAGED IN THE FINANCIAL PLAN OF 1997
5000
4500
80%
4000
80%
78%
80%
3500
63%
3000
51%
2500
2000
30%
1500
21%
1000
17%
16%
500
5%
6%
2004
2005
0
1999
2000
2001
2002
2003
2006
November 2001 : closure of the
Services Conference for the
Variante di Valico , subject to certain
requirements
Lavori ultimati
Lavori eseguiti
Lavori affidati/int. sul territorio attivati
Progetti approvati da Autostrade per invio all'ANAS
Opere approvate da Conferenza dei Servizi/Enti Esterni
Opere in attesa di approvazione da Conferenza dei Servizi/Enti esterni
67
year
Section: Fiorenza-Gallarate (Milan-Varese, A8)
Project: widening to three and four lanes / Total length
of section: 28.7 km / Total costs incurred: €65 million
/ Stage of completion: 100%. Details: The project
was completed in 2000, due to that fact that the
contract was awarded directly to the subsidiary,
Pavimental. The work was designed and executed in
order to improve access to Malpensa Airport, enabling
the facility to fulfil its role as an international airport with adequate road links. The project also ensured
that the capacity of the infrastructure was able to cope with growing commuter traffic in the Milan
area.
Section: Modena-Bologna (Milan-Naples, A1)
Project: widening to four lanes / Total length of
section: 31.6 km / Aims: this section of motorway plays
a
strategic
role
in
the
country’s
road
network,
representing the interchange linking Italy’s main northsouth arteries (the A1 and A14) and the only route for
traffic heading from the north on the A22 and from the
north east on the A13. Total costs incurred: €139
million / Estimated total costs (cost to completion): €177 million / Stage of completion: 78%.
Details: on 31 March 2006, following the opening to traffic of the southbound carriageway of the
fourth lane of the Modena-Bologna section of the A1 motorway (the northbound carriageway of the
fourth lane was opened to traffic on 23 December 2005), work on widening a 32-kilometre section of
motorway to include a fourth lane was completed.
Compensatory works requested by local authorities remain to be carried out. The related authorisation
process is still underway.
Section: Bologna ring road (Bologna-Taranto, A14)
Project: construction of a “dynamic third lane” for the
sections between Bologna -Casalecchio and BolognaSan Lazzaro / Total length of section: 13.7 km / Aims:
the project envisages, under certain traffic conditions,
use of the hard shoulder, once appropriately widened,
as a running lane. The project also envisages the
opening of two new junctions serving the airport and the
exhibition centre / Total costs incurred: €78 million / Estimated total costs (cost to completion):
€188 million / Stage of completion: 42%. Details: work on the 3 lots proceeded according to plan
during the year, with the stage of completion reaching 44% in Lots 1-3 and 66% for Lot 2. On 6
68
December 2006 the new Bologna Exhibition Centre junction, included in Lot 2, was opened to traffic.
Trans-apennine
section
between
Bologna
and
Florence (Milan-Naples, A1)
Project: overall upgrading of the Bologna-Florence
section, based in part on the existing road and in part on
new road / Total length of section: 66.6 km / Aims:
upgrading of the Bologna-Florence section is the most
important work in Autostrade per l’Italia’s investment
programme and is one of the country’s priorities.
The project meets the need for greater capacity on a road built in the 1960s for volumes of traffic
around a quarter of those that use the motorway today, which include a high proportion of heavy
vehicles. The infrastructure, which was conceived in the 1970s, has been subject to a lengthy and
complex consultation process, designed to build consensus among local communities, and to
continuous in-depth environmental and socio-economic impact assessments. The go-ahead for work
to begin on the main stretch was only given in November 2001, following closure of the related
Services Conference. Following the main Services Conference, which concluded with over a
thousand requirements having been added, a further 4 Services Conferences were necessary to
approve more specific aspects. The project marks the first time in Italy that Environmental Watchdogs
are to be set up in order to oversee motorway construction work. These cross-regional bodies have
been given responsibility for ensuring that the environmental protection measures set out in the
related designs are correctly implemented / Total costs incurred: €860 million / Estimated total
costs (cost to completion): €3,160 million / Stage of completion: 27%
Section: Casalecchio-Sasso Marconi
Project: widening to three lanes of the entire section / Total length of section: 4.1 km / Total costs
incurred: €9 million / Estimated total costs (cost to completion): €54 million / Stage of completion:
16%. Details: the Services Conference closed on 4 July 2005 with the issue of a decree by the Ministry of
Infrastructure. On 8 February 2006 the related contract was provisionally awarded and the site was
handed over to the contractor on 2 May 2006. Work is progressing normally.
Section: Sasso Marconi-la Quercia
Project: widenting to three lanes of the entire section based in part on the existing road and in part on
new road. The main section of new road will include 8.2 km of tunnels / Total length of section: 19.4
km / Total costs incurred: €485 million / Estimated total costs (cost to completion): €543 million /
Stage of completion: 89%. Details: in 2006 motorway works on this section were completed. Lot 2
(4.8 km) was opened to traffic on 10 July, whilst Lots 1 and 3 (6.9 km and 4.5 km) were opened on 4
October. It was possible to re-assign the contract for completion of the works for Lot 4 (3.2 km) on 16
February 2006, thanks to Law Decree 35/2005 ("the competitiveness decree"), following termination
(on 22 December 2005) of the contract with the original contractor for default. In 2006 work was
69
completed with the exception of the northbound carriageway of the artificial Gardelletta tunnel.
Section: La Quercia-Badia Nuova
Project: construction of a new stretch of motorway with two separate two-lane carriageways and a
hard shoulder in each direction. The works include construction of two tunnels over 6.4 km / Total
length of section: 17.5 km plus construction of a 3.8-km service road between the A1 and the
Variante di Valico / Total costs incurred: €36 million / Estimated total costs (cost to completion):
€1,000 million / Stage of completion: 4%. Details: integrated contracts were awarded for works on
the 10.1-km section between La Quercia and the Val di Sambro tunnel (Lots 5A and 5B) on 13 April
2005 and 9 June 2005. The executive designs prepared by the selected contractors were sent to
ANAS for approval on 19 June 2006.
The integrated contract for Lots 6 and 7 was awared on 1 August 2006. However, following appeals
lodged by two bidders, the award was referred to Lazio Regional Administrative Court.
Section: Badia Nuova-Aglio (Base Tunnel and Lot 12)
Project: construction of a new stretch of motorway between Badia Nuova and Aglio over a total
distance of 13.1 km. The main work is the Base Tunnel, which will be 8.6 km long / Total length of
section: 15.7 km / Total costs incurred: €247 million / Estimated total costs (cost to completion):
€1,037 million / Stage of completion: 24%. Details: work on the Base Tunnel (Lots 9, 10 and 11)
has progressed, with the stage of completion at the end of the year standing at 21%, whilst the stage
of completion for Lot 12 at 31 December 2006 is 15%.
Section: Aglio-Barberino (Lot 13 and Barberino junction)
Project: construction of a new southbound, three-lane carriageway, use of the entire existing road for
a new northbound carriageway and construction of the new Barberino junction / Total length of
section: 6.1 km / Total costs incurred: €16 million / Estimated total costs (cost to completion):
€227 million / Stage of completion: 7%. Details: on 16 May 2006 ANAS authorised Autostrade per
l’Italia to complete the tender process for Lot 13, whilst awaiting approval of all the storage areas, for
which the approval process has yet to be completed. On 29 June 2006 the site of Lot 13 was handed
over to the contractor and work is proceeding regularly. The stage of completion at 31 December
2006 is 4%.
The stage of completion for the Barberino junction, whose construction is included in the contract for
Lot 12 (the Badia Nuova-Aglio section), is 35% at 31 December 2006.
70
Florence interchange (Milan-Naples, A1)
Project: widening to three lanes, partly via construction
of a new road, of sections between Barberino and Incisa
/ Total length of section: 58.5 km / Aims: expansion of
the motorway interchange serving Florence is a priority
project designed to resolve the traffic problems on the
road system serving the Florence metropolitan area,
which carries a mix of traffic (local and long-distance),
including large numbers of heavy vehicles / Total costs incurred: €208 million / Estimated total
costs (cost to completion): €1.358 million / Stage of completion: 15%.
Section: Barberino-Florence North
Project: widening to three lanes of the entire section, via construction of a new three-lane
southbound carriageway and use of the entire existing road in one direction for the northbound
carriageway / Total length of section: 17.5 km / Total costs incurred: €12 million / Estimated total
costs (cost to completion): €484 million. Stage of completion: 3%. Details: the Environmental
Impact Assessment got underway on 9 July 2004 with the submission of the Environmental Impact
Survey to the Ministry of the Environment, after lengthy consultation with local communities regarding
the design. Over two years after it began, the Assessment procedure for this project has yet to be
completed despite the mandatory opinion issued by Tuscany Regional Authority on 6 November 2006
being favourable. Autostrade per l’Italia has brought the problem to the attention of the Ministry of the
Environment, the Ministry of Infrastructure and ANAS on several occasions. On 28 February 2007
Autostrade per l’Italia filed an appeal before Lazio Regional Administrative Court citing the Ministry of
the Environment and the Ministry of Culture as defendants.
Section: Florence North – Florence South and access roads
Project: widening to three lanes partly by widening the existing raod and partly by building new road
(Lot 5 and the initial portions of Lots 7-8). The Florence North junction and the A1/A11 link road are
also to be upgraded over a 2.2-km section of road / Total length of section: 21.9 km / Total costs
incurred: €191 million / Estimated total costs (cost to completion): €590 million / Stage of
completion: 32%. Details: on 10 March 2006, the Scandicci junction was opened to traffic, whilst on
21 December 2006 the southbound carriageway of Lots 0, 2 and 3 was opened. Work on 6.2 km (Lots
0, 2 and 3) is in progress with the stage of completion at 31 December 2006 78%. Work on 8.3 km
(Lots 4, 5 and 6) is in progress with the stage of completion at 31 December 2006 16%. Work on 5.2
km (Lots 7 and 8) is in progress with the stage of completion at 31 December 2006 30%. Following
termination of the contract with the selected contractor for default on 22 June 2006, the design for completion
of a further 2.2 km (Lots 1 and the former Lot 3 of the road linking the A1 Milan – Naples and the A11
Florence – Mare) was sent to ANAS for approval on 2 October 2006.
71
Section: Florence South-Incisa
Project: widening to three lanes of the entire section, based on the existing road with the exception of
4 km of new northbound carriageway / Total length of section: 19.1 km / Total costs incurred: €4
million / Estimated total costs (cost to completion): €284 million. Stage of completion: 1%.
Details: the Environmental Impact Assessment got underway on 31 July 2005 with the submission of
the Environmental Impact Survey to the Ministry of the Environment, after lengthy consultation with
local communities regarding the design. The Assessment began with an inspection by the
Environmental Impact Assessment Committee (appointed by the Ministry of the Environment) on 6
June 2006, eleven months after Autostrade per l’Italia had initiated the procedure. On 14 July 2006
the Ministry of the Environment requested additions to the design, which were submitted by
Autostrade per l’Italia in their final form on 6 November 2006. The work of the Environmental Impact
Assessment Committee continues to be deadlocked.
Section: Orte-Fiano (Milan-Naples, A1)
Project: widening to three lanes between the Orte
junction and the Fiano Romano link road / Total length
of section: 37.8 km / Aims: widening of this stretch of
motorway forms part of the planned upgrading and
modernisation of the A1 between Rome North and Orte
(where the motorway and the E45 Orte-Cesena highway
meet) / Total costs incurred: €171 million / Estimated
total costs (cost to completion): €178 million / Stage of completion: 96%. Details: work on 36.6
km of road has been completed. Work on the Nazzano Tunnel is underway whilst traffic continues to
use the orginal tunnel. The project involves the widening of each bore from the current two lanes to
three plus a hard shoulder. Thanks to the innovative design solutions adopted, the work is being
executed without re-routing the road whilst avoiding interruptions to traffic flow, with the direct
installation of the final cladding.
On 16 January 2006 the northbound tunnel entered service. At 31 December 2006 250 metres out of
a total of 337 had been excavated for the southbound bore.
72
Works envisaged in the IV Addendum of 2002
Investments envisaged by the IV Addendum are designed to remove bottlenecks close to a number of
major conurbations (Milan, Genoa, Rome) and along the Adriatic coast. Most of the projects are being
carried out without disruption to traffic using the arteries involved.
The authorisation process for works covered by the IV Addendum, signed by Autostrade per l’Italia in
December 2002, was completed and become effective in June 2004, following a letter from ANAS
announcing that the interministerial decree approving the Addendum had been registered with the
Italian Court of Auditors. Work on the designs relating to the investment programme envisaged by the
IV Addendum could thus only start from this date.
At 31 December 2006 around 43% of the works have been authorised and in approximately 17% of
cases contracts have been awarded. Approximately 8% of the works have been completed.
The investments included in the IV Addendum are associated with specific toll increases linked to
validation of the individual works and based on the stage of completion.
MAJOR WORKS ENVISAGED BY THE IV ADDENDUM OF 2002
Total value of works in €m
1,200
1,105
1,100
1,000
900
767
800
664
700
600
500
478
500
379
400
300
197
157
200
77
100
132
57
0
2003
Lavori ultimati
2004
Lavori eseguiti
2005
Lavori affidati/interventi sul territorio attivati
73
2006
year
Progetto approvato da Autostrade per l'Italia per l'invio all'ANAS
Section: Lainate-Como (Milan-Como, A9)
Project: widening to three lanes between the Lainate
interchange and the Como Grandate junction / Total
length of section: 23.2 km / Aims: the widening of this
road meets two objectives: it will improve commuter
traffic flows in the area between Milan, Como and
Varese and boost international links between Italy and
central and northern Europe / Total costs incurred: €8
million / Estimated total costs (cost to completion): €186 million / Stage of completion: 4%.
Details: Autostrade per l’Italia initiated the Environmental Impact Assessment on 30 May 2005 and
the procedure was concluded with the issue of the related decree by the Ministry of the Environment
and the Ministry of Culture on 1 February 2007. The Services Conference has been called for 20 April
2007.
Motorway access for the new Milan Exhibition
Centre (Milan – Lakes, A8/A9)
Project: construction a motorway junction serving the
new Milan Exhibition centre, divided into two phases /
Total length of section: 3.8 km / Aims: the project,
which will be completed with further works being carried
out by two other concessionaires whose motorways
converge on the Exhibition Centre (Autostrada TorinoMilano and Autostrada Milano-Mare), will provide adequate access to Milan’s new Exhibition Centre,
creating the conditions for economic development in the region. The project will also help to improve
the road network on the eastern side of the city, with a positive impact on the distribution of traffic on
the Milan-Lakes (in the direction of Varese and Como) / Total costs incurred: €67 million /
Estimated total costs (cost to completion): €87 million Stage of completion: 77%. Details: in
2006 work on the first phase proceeded and at 31 December 2006 93% had been completed. On 20
March 2006 Pavimental began work on the second phase during which the access roads for the
Exhibition Centre will be completed. The stage of completion of the works is 12%.
74
Section: Milan-Bergamo (Milan-Brescia, A4)
Project: widening of the entire section to four lanes /
Total length of section: 35.1 km / Aims: this section
of motorway carries the highest volumes of passenger
and freight traffic on Autostrade per l’Italia’s network.
Boosting capacity on this artery is thus a priority means
of increasing functionality, resulting in a positive impact
on traffic flows, reducing journey times, and improving
service standards and safety / Total costs incurred:
€218 million / Estimated total costs (cost to completion): €425 million / Stage of completion: 51%.
Details: work is underway on the first 10.2 km (Lot 1), with 56% completed at 31 December 2006.
Work on another 9.4 km (Lot 2) has started, with 71% completed at 31 December 2006 (on 29
December 2006 a section of around 7.5 km between Cavenago and the new Trezzo junction entered
service). work on the remaining 15.5 km (Lot 3) is underway, with 38% completed at 31 December
2006 (on 29 December 2006 a section of the eastbound carriageway, totalling around 2 km, leading to
the Bergamo interchange was opened).
Genoa interchange (Genoa-Savona, A10 – GenoaSerravalle, A7 – Genoa-Sestri Levante, A12)
Project: construction of the following roads: the Gronda
di Ponente, the new northbound carriageway for the A7
from the Genoa interchange to the Bolzaneto junction,
the San Benigno interchange and the Rapallo Tunnel /
Total length of section: 34.8 km / Aims: the Genoa
motorway interchange, above all in the western part of
the city, including the A7-A26 link road, suffers from serious congestion due to the presence of both
local and commuter traffic and freight traffic heading to and from the Port of Genoa and roads to the
east and west. The Gronda di Ponente aims to relieve the existing A10 of traffic between Genoa West
and Voltri, in addition to improving links between the A7 and A26 / Total costs incurred: €6 million /
Estimated total costs (cost to completion): €1,800 million. Stage of completion: 0.3%. Details: it
has so far been agreed with the Ministry of Infrastructure, ANAS and the local authorities concerned
that it is necessary to proceed with preparation of the preliminary designs for the Gronda di Ponente
and the San Benigno interchange, which are considered essential to the development of the Liguria
region.
Talks are ongoing with the Ministry of Infrastructure, the Regional Authority, the municipalities
concerned and ANAS in order to finally decide which other works are to be carried out.
75
Section: Rimini North-Pedaso (Bologna-Taranto,
A14)
Project: widening to three lanes / Total length of
section: 171.0 km / Aims: the Adriatica motorway
serves a large area whose industrial base uses the
road as the most direct outlet to the markets of central
and northern Europe. Upgrading of the Rimini-Pedaso
section of motorway, which carries large and growing
volumes of traffic, and is subject to significant seasonal variations, aims to achieve overall
improvements in functionality, with a positive impact in terms of traffic flow and improvements in
service and safety standards / Total costs incurred: €60 million / Estimated total costs (cost to
completion): €1,763 million / Stage of completion: 3%. Details: The related Environmental Impact
Assessment for all lots on the Rimini North–Pedaso section, with the exception of Lots 6A and 7A for
which a simplified approval process is envisaged, began in June 2005.
Rimini North-Cattolica – Lot 1 (29.0 km): despite the favourable opinion of the national Environmental
Impact Assessment Committee issued on 30 March 2006, the Ministry of the Environment and the
Ministry of Culture have yet to issue the interministerial Environmental Impact Assessment decree,
without which the Ministry of Infrastructure cannot issue its Ruling attesting to the formal agreement
between central government and the regional authority, even if the Services Conference closed with
agreement having been reached with all the relevant entities on 16 June 2006.
Cattolica-Fano – Lot 2 (28.3 km): despite the favourable opinion of the national Environmental Impact
Assessment Committee issued on 16 March 2006, the interministerial Environmental Impact
Assessment decree was only issued on 28 November 2006. On 21 December 2006 the Ministry of
Infrastructure issued its Ruling attesting to the formal agreement between central government and the
regional authority, even if the Services Conference had come to a positive closure on 7 July 2006.
Additions are currently being made to the final design.
Fano-Senigallia – Lot 3 (21.0 km): despite the favourable opinion of the national Environmental Impact
Assessment Committee issued on 16 March 2006, the interministerial Environmental Impact
Assessment decree was only issued on 28 December 2006. On 23 January 2007 the Ministry of
Infrastructure issued its Ruling attesting to the formal agreement between central government and the
regional authority, even if the Services Conference had come to a positive closure on 5 May 2006.
Additions are currently being made to the final design.
Senigallia-Ancona North – Lot 4 (18.9 km): despite the favourable opinion of the national
Environmental Impact Assessment Committee issued on 16 March 2006, the interministerial
Environmental Impact Assessment decree was only issued on 28 December 2006. On 23 January
2007 the Ministry of Infrastructure issued its Ruling attesting to the formal agreement between central
government and the regional authority, even if the Services Conference had come to a positive
closure on 5 May 2006. Additions are currently being made to the final design.
Ancona North-Ancona South – Lot 5 (17.2 km): despite the favourable opinion of the national
76
Environmental Impact Assessment Committee issued on 16 March 2006, the interministerial
Environmental Impact Assessment decree was only issued on 28 November 2006. On 12 January
2007 the Ministry of Infrastructure issued its Ruling attesting to the formal agreement between central
government and the regional authority, even if the Services Conference had come to a positive
closure on 21 April 2006. Additions are currently being made to the final design.
Ancona South-Porto St. Elpidio – Lot 6A (37.0 km): prequalifying for the relevant tender process
began on 30 June 2006. The provisional contract award took place on 12 January 2007.
Ancona South-Porto St. Elpidio – Lot 6B (3.3 km): despite the favourable opinion of the national
Environmental Impact Assessment Committee issued on 16 March 2006, the interministerial
Environmental Impact Assessment decree was only issued on 28 November 2006. On 12 January
2007 the Ministry of Infrastructure issued its Ruling attesting to the formal agreement between central
government and the regional authority, even if the Services Conference had come to a positive
closure on 21 April 2006. Additions are currently being made to the final design.
Porto St. Elpidio-Pedaso – Lot 7A (5.2 km): prequalifying for the relevant tender process began on 10
November 2006 and the process is still underway.
Porto St. Elpidio-Pedaso – Lot 7B (11.4 km): despite the favourable opinion of the national
Environmental Impact Assessment Committee issued on 16 March 2006, the interministerial
Environmental Impact Assessment decree was only issued on 28 November 2006. On 6 March 2007
the final session of the Services Conference came to a close without agreement having been reached
with all the interested parties. Pursuant to section 4 of art. 81 of Presidential Decree 616/77 future
decisions regarding the project will be taken by the Cabinet.
Section: Fiano- Rome Orbital Motorway (Milan Naples, branch of A1)
Project: widening of the northern branch of the A1 to
three lanes between the Fiano Romano toll station and
Rome’s Orbital Motorway / Total length of section:
18.7 km / Aims: the widening of this section of
motorway forms part of the plan to upgrade and
modernise the Rome North branch, which is a key link
between Rome and the A1. The project will involve construction of a new motorway access road
serving Castelnuovo di Porto / Total costs incurred: €6 million / Estimated total costs (cost to
completion): €149 million / Stage of completion: 4%. Details: Autostrade per l’Italia initiated the
Environmental Impact Assessment procedure on 10 May 2005. Despite the favourable opinion of the
national Environmental Impact Assessment Committee issued on 20 April 2006, the Ministry of the
Environment and the Ministry of Culture have yet to issue the interministerial Environmental Impact
Assessment decree, without which the Ministry of Infrastructure cannot issue its Ruling attesting to the
formal agreement between central government and the regional authority, even if the Services
Conference closed with agreement having been reached with all the relevant entities on 28 June
2006.
77
Works carried out by the Group’s other motorway companies
Raccordo Autostradale Valle d’Aosta
Project: completion of the motorway linking Aosta
with the Mont Blanc Tunnel from Morgex to Entreves /
Total length of section: 12.4 km / Aims: the section
of motorway between Aosta and the Mont Blanc
Tunnel provides an important link between Italy,
France and north-western Europe. The project has
been designed to ensure the highest possible
environmental compatibility and protection for local communities and landscapes (75% of the section
of motorway runs through tunnels), avoiding the need for traffic - above all heavy vehicles - to enter
Aosta and other important tourist destinations, helping to improve traffic flows to and from the Mont
Blanc Tunnel / Total costs incurred: €375 million / Estimated total costs (cost to completion):
€407 million / Stage of completion: 92%. Details: the first 8.3 km (Lots 3, 4 and 5) have been
completed, and the motorway through to Courmayeur South was opened to traffic on 13 August 2002.
Work on Lot 2 (4.1 km, essentially in tunnel – the Dolonne Tunnel) and the related works was
completed on 30 November 2006, with the exception of certain works that do not interfere with
motorway traffic. However, the recent Legislative Decree 264 of 5 October 2006, which transposed
EU Directive 2004/54 regarding safety in tunnels on the trans-European motorway network, delayed
the opening of the road to traffic. At its meeting on 20 December 2006, the “Permanent Tunnels
Committee”, appointed pursuant to the above decree, gave its go-ahead for the Dolonne Tunnel to
enter service, imposing additional safety measures. Lot 2 opened to traffic on 7 March 2007, although
on a provisional basis, as did the remaining portion of Lot 3.
Strada dei Parchi
Project: doubling of the motorway between Villa
Vomano and Teramo; upgrading of the access road for
Rome / Total length of section: 19.9 km / Aims: the
works planned for the A24 motorway linking Abruzzo
with
Rome
(Rome-L’Aquila-Teramo
and
Torano-
Pescara, A24/A25) aim to improve the road link with the
Adriatic coastal motorway (A14) and to boost capacity
on the urban motorway in the eastern area of Rome / Total costs incurred: €32 million / Estimated
total costs (cost to completion): €345 million / Stage of completion: 9%.
78
Section: Villa Vomano-Teramo (Rome-L’Aquila-Teramo, A24)
Project: doubling of the motorway between Villa Vomano and Teramo, which currently has only one
carriageway. Total length of section: 5.7 km / Aims: the project aims to boost the existing link to the
A14 / Total costs incurred: €25 million / Estimated total costs (cost to completion): €117 million /
Stage of completion: 21%. Details: the final design was approved by ANAS on 31 August 2005.
Contracts were awarded as a result of integrated tenders on 18 November 2005, and the executive
design completed, with the site handed over to the contractor on 27 April 2006. Work is proceeding on
schedule.
Section: Roma East (Lunghezza) - Via P. Togliatti (Rome-L’Aquila-Teramo, A24)
Project: upgrading to three lanes, via construction of a road parallel to the existing urban section of
motorway between Rome East toll station and Via Palmiro Togliatti, a road that runs through the city’s
outskirts; the restructuring of a number of junctions, in addition to building a new junction at Ponte di
Nona and a new toll station at Lunghezza/ Total length of section: 14.2 km / Aims: the upgrading of
motorway access to Rome in response to the large-scale development of residential and business
districts on the eastern side of the capital / Total costs incurred: €7 million / Estimated total costs
(cost to completion): €228 million, including €64.1 million to be borne by Strada dei Parchi and the
remaining €163.9 million to be financed by the local authorities who have proposed the project /
Stage of completion: 3%. Details: The technical aspects of the final design were approved by ANAS
on 4 May 2006 and the Environmental Impact Assessment began on 22 June 2006. This was
completed with a favourable opinion on 5 January 2007. On 7 February 2007 the Services
Conference came to a positive conclusion. The Municipality of Rome now has to pass a resolution
approving the relevant change to urban planning regulations, before the decree authorising the
project can be issued.
Autostrade Meridionali
Project: widening to three lanes of the Naples-Pompeii
section and the construction of new junctions / Total
length of section: 20.4 km / Aims: whilst the overall
volume of traffic using the Naples-Pompeii-Salerno
motorway is essentially light, the road suffers from
undercapacity. Widening is being carried out on the
stretch where traffic is most intense, due in part to
problems caused by non-motorway infrastructure in the Naples metropolitan area / Total costs
incurred: €200 million / Estimated total costs (cost to completion): €387 million / Stage of
completion: 52%. Details: the works primarily regard the widening to three lanes of a 20.4 km
section, divided into 6 lots, and the construction/upgrading of 6 junctions. One lot and 4 junctions,
representing 4.9 km, were completed in 2001; a further lot of 3.2 km was completed and opened to
traffic on 6 February 2007; work on the remaining 4 lots (12.3 km) is currently in progress, with an
79
average of 30% completed at 31 December 2006.
New toll motorway initiatives
Via Autostrade per l’Italia, the Autostrade Group is taking part in a number of projects designed to
expand the Italian toll motorway network. The Group holds:
•
investments in concessionaires that have been waiting many years to establish the routes for
roads to be completed or built, such as Pedemontana Lombarda SpA (a 50.0% interest),
Autostrade Lombarde S.p.A (35.5%), the holding company that controls Bre.Be.Mi, and Società
Autostrada Tirrenica SpA (94.0%);
•
a number of minor investments in new companies/consortia that have put forward project
financing initiatives (promoter companies such as Tangenziale Esterne di Milano SpA, Pedemontana
Veneta SpA and ARCEA Lazio SpA).
In addition to being affected by the proposed changes to the regulations governing the motorway
sector, all such initiatives have so far been subject to modifications requested by local authorities.
Some of these, regarding the routes to be followed and the amount to be invested, are substantial
and require a review of the feasibility, profitability and financability of the projects.
In 2006, on the other hand, Infrastrutture Toscana SpA (46.0% owned by Autostrade per l’Italia and
0.6% owned by SPEA) reached agreement with Tuscany Regional Authority regarding construction
of a motorway link between Prato and Signa.
80
Concessionaires
Pedemontana
Lombarda
SpA
(Autostrade
per
l’Italia’s interest: 50.0%)
Since 1990, this company has held a concession to
build
the
so-called
Pedemontana
Lombarda
toll
motorway.
The project regards construction of a motorway link
between Busto Arsizio (Malpensa) on the A8 and
Dalmine (Bergamo - Orio al Serio on the A4), going
round Milan to the north and taking in the Varese and Como ring roads. The total length of the new
road is approximately 87 km.
The initiative was only included in the programme for strategic infrastructure works (Legge Obiettivo)
in 2001, with the preliminary design and the Environmental Impact Assessment being carried out in
2002 and 2003.
The project has been given the go-ahead by the relevant bodies (Lombardy Regional Authority, the
Ministry of Infrastructure, the Ministry of the Environment and the Ministry of Culture), subject to
changes and additions.
The technical aspects of the preliminary design, as well as the above changes and additions, were
approved by the Interministerial Committee for Economic Planning at its meeting of 29 July 2005,
which delayed examination of the financial plan until submission of the final design.
Società Autostrada Tirrenica SpA (Autostrade per
l’Italia’s interest: 94.0%)
This company holds the concession for the LivornoCivitavecchia motorway, of which the Livorno-Cecina
(37 km) section is currently open to traffic. The
preliminary design for completion of the CecinaCivitavecchia section was approved subject to certain
requirements by the Ministry of the Environment on 31
March 2006 and by Tuscany Regional Authority on 26 June 2006. The company has thus revised its
financial plan, assuming that it will self-finance the entire project and based on an extension of the
concession term.
81
Autostrade Lombarde SpA (the holding company
that controls BRE.BE.MI.: Autostrade per l’Italia
interest: 35.5%)
Via its 89.29%-owned subsidiary, the project company
Bre.Be.Mi., this company has, since 2003, held the
concession for the 50-km motorway link between
Brescia and Milan, following an international tender. The
preliminary design was approved by the relevant bodies
(the Ministry of Infrastructure, the Ministry of the Environment, the Ministry of Culture and Lombardy
Regional Authority) in 2004, subject to changes and requirements that have almost doubled the initial
cost of the project and overturning the financial plan. At its meeting of 2 December 2005, the
Interministerial Committee for Economic Planning approved the technical aspects of the preliminary
design, with the related changes and additions, delegating ANAS to reach agreement with the
company on how to cover the additional costs.
Società Infrastrutture Toscane SpA (formerly A.T.I.
Prato
Prato – Signa, 46.0% owned by Autostrade per
A1
l’Italia and 0.6% owned by SPEA).
A11
This is the project company established on 28 June
Lastra a Signa
2006, which took over the regional concession to carry
out the construction and management of the 10-km toll
Str ada di Grande Comuni cazione
Firen ze -Pi sa-Livorno
LEGENDA
A utostrade in esercizio
N uovo intervento
A1
motorway link between Prato and Signa, under a project
financing initiative, from ATI.
On 17 July 2006 Società Infrastrutture Toscane signed a Concession Agreement with Tuscany
Regional Authority and began work on the final design.
82
NETWORK OPERATIONS
The amount spent on maintenance, safety and traffic management during 2006 was €589 million,
marking an increase on 2005. This figure breaks down as follows:
-
€339 million spent on maintenance (including internal maintenance staff);
-
€250 million spent on safety and traffic management (including capitalised maintenance
costs).
Maintenance
Routine and extraordinary maintenance aims to prevent deterioration of motorway infrastructure and
improve levels of comfort and safety. Maintenance primarily regards road surfaces and horizontal
markings, green engineering work, safety barriers, viaducts, tunnels, buildings and winter operations,
aimed at ensuring high standards of quality around the network.
Autostrade per l’Italia embarked on over 150 extraordinary maintenance works during 2006. The most
important of these regarded:
•
repairs to bridges, viaducts and tunnels, above all along motorways in the Liguria region, along
the Adriatic coast and Naples-Canosa section;
•
water drainage and reinforcement of embankments subject to landslides at numerous sites.
Resurfacing work was accelerated in order to further boost safety levels. This primarily regarded the
laying of draining pavement, which improves road-holding, reduces noise pollution and increases
driver comfort in rain.
In 2006 Autostrade per l’Italia’s network witnessed the repaving of approximately 20 million square
metres of road surface, including over 13 million square metres using draining pavement,
representing increases of 32% and 43%, respectively, compared with 2005. The percentage of the
network surfaced with draining pavement has thus increased from 55% in 2005 to 69% in 2006.
83
RESURFACED PAVEMENTS ON AUTOSTRADE PER L’ITALIA’S NETWORK
ROADS RESURFACED WITH DRAINING PAVEMENT ON AUTOSTRADE PER L’ITALIA’S
2
NETWORK (m x 000)
13,479
15,000
9,136
9,445
2004
2005
10,000
5,923
5,000
2,319
1,737
2,093
2000
2001
2002
0
2003
2006
In 2006 the indicator that records the structural state of road surfaces (IPAV), based on coefficients
that refer to road-holding and evenness, representing the key measures of pavement quality, stood at
76.13, continuing the improvement seen in recent years. This indicator is also included in the β∆Q
factor applied in the calculation of toll charge increases to be introduced by motorway
concessionaires.
IPAV – INDICATOR OF PAVEMENT QUALITY ON AUTOSTRADE PER L’ITALIA’S NETWORK
80
74.66
72.36
75
70
76.13
69.59
69.76
2002
2003
66.17
65
60
55
2001
2004
84
2005
2006
Safety
Autostrade per l’Italia’s safety improvement plan focused on the following initiatives:
•
the upgrading of 300 km of crash barriers, as part of a three-year aimed at bringing the whole
network into line with the latest barrier standards;
•
over 280 specific initiatives (road signs, changes in carriageway layout, etc.) aimed at improving
prevention at accident black spots;
•
the laying of 13.5 million square metres of new draining pavement, thus bringing the proportion of
the network surfaced with draining pavement up to 69%.
Autostrade per l’Italia also continued work on the major “Tunnel Safety Plan” included in the IV
Addendum. This requires that the lighting and ventilation systems installed in around 438 tunnels
should be upgraded by 2009. At 31 December 2006 work on the plan had progressed as follows:
•
the upgrading of systems in 3 tunnels had been completed;
•
the upgrading of 135 tunnels was in progress;
•
designs for the upgrades of systems in 129 tunnels had been approved by ANAS;
•
designs for a further 114 tunnels had been completed and submitted to ANAS.
During the year Autostrade per l'Italia launched an In-tunnel Visibility Improvement Plan, carrying out
43 tunnel water-proofing works. This process is to be extended to the rest of the network.
The monitoring of Autostrade per l’Italia’s network is carried out by 600 traffic control auxiliaries and
300 Highway Police patrols.
A new system for measuring the exact and average speeds of vehicles using a particular stretch of
motorway (“Tutor”) was rolled out in December 2005. The system, which was designed and
developed in collaboration with the Highway Police, is currently in use on a number of sections of the
A4 Milan-Brescia, on the A13 Bologna-Padua, the A14 Adriatica and on the A26 Genoa VoltriGravellona Toce, covering a total of 436 km of network. A comparison of the data for the closing
months of 2006 and for the same period of 2005, for the sections on which Tutor has been installed,
reveals a 20% reduction in accidents.
Autostrade per l’Italia aims to develop customer awareness of safe driving practices via a series of
communication campaigns. The Company spent approximately €2.3 million in 2006 on such
campaigns, which include press information, advertising, events and other initiatives designed to
spread awareness of safety. The most important initiatives carried out included:
• "Free Coffee", offering drivers a free coffee every weekend between midnight and 5am at the 207
service areas on the motorway network;
•
the “Life is a puff of air” campaign, for which, every Friday and Saturday night between midnight
and 5am and on other days of the week during the summer period, Autostrade per l’Italia and its
retail partners distributed approximately 500,000 breathalyser tests free of charge at service area
refreshment outlets;
85
•
"Objective Safety", a press campaign designed to publicise suggestions aimed at promoting
prudent and safe driving;
•
"Use you Head", a video campaign, produced in collaboration with RAI Educational, aimed at
developing awareness of how best to deal with the main danger factors on the road.
Thanks to the maintenance and communication initiatives undertaken, 2006 saw the Autostrade
Group record a further improvement in accident rates on its network. Compared with 2005, there was
a significant 3.6% reduction in the total number of accidents, and a 3.9% decrease in the casualty
accident rate. The fatal accident rate has more or less halved since 1999, beating the EU’s ten-year
target.
ACCIDENT AND DEATH RATES
DEATH RATE (number of deaths per 100m km travelled)
1.1
1.0
0.9
0.8
0.7
0.90
0.81
0.83
0.70
0.6
0.64
0.60
0.60
0.5
0.4
2000
2001
2002
2003
86
2004
2005
2006
Traffic management
Road conditions are affected by a range of factors, including the weather, accidents and road
maintenance and modernisation work.
Thanks to the network of 4,120 SOS phone boxes, 1,891 video cameras, 292 weather monitoring
devices, 181 ice detection systems, 19 fog detectors, the Traffic Information System, motorway
personnel, Highway Police patrols, 16 Radio Information Centres around the country and the
Multimedia Centre in Rome, which are active 24 hours a day, the Group is able to monitor road and
traffic conditions in real time, in order provide timely information to road users.
The number of road works on Autostrade per l’Italia’s network amount to an average of approximately
230 a day. These are planned over the year in order minimise disruption to traffic, taking account of
weather conditions, traffic volumes and whether or not to carry out work during the night or on a
continuous basis. Less than 10% of road works continue during peak traffic periods and at weekends,
and these are almost entirely linked to major works.
The Group has embarked on a campaign designed to improve the system of signs used to indicate
road works, via the introduction of additional signs in accordance with the latest standards, and better
works management.
Autostrade per l’Italia uses a fleet of over 1,900 vehicles (snow ploughs, salt spreaders and other
special vehicles) to deal with bad weather conditions. The fleet is coordinated by 35 Operating
Centres in close contact with the 9 Radio Information Centres, which use satellite tracking systems.
Snowfalls were less frequent and lighter during 2006 compared with the average for previous years,
even though Liguria and Lombardy were hit by record snow events, in terms of intensity and duration,
on 26, 27 and 28 January.
Only prompt preventive measures, involving the completion and rollout of a satellite tracking system
for the operating fleet (over 1,500 vehicles), enabled the Group to keep its motorways open when the
rest of the transport system was in crisis. Implementation of an agreement regarding the temporary
ban of heavy vehicles in case of snow, signed with AISCAT, ANAS, the relevant ministries and road
hauliers’ associations, was also of key importance. This enabled inconvenience to road users to be
reduced to a minimum and motorway infrastructure to be kept constantly up and running, bringing
Italy into line with the situation in other European countries.
The Autostrade Group has continued in its efforts to develop information channels capable of
supplying up-to-the-minute and exhaustive information regarding road conditions on its network.
Autostrade uses various channels to get traffic information to its customers:
•
ISORADIO FM 103.3 MHz is a public service station operated by RAI, which broadcasts traffic
news via live links with Section Departments and Autostrade per l’Italia’s Multimedia Centre;
•
911 variable message panels located around the network and at the entrances to motorway toll
stations (one every 15 km);
•
81 Infomoving screens, mostly installed at service areas and showing weather and traffic
information and news;
•
call centres providing traffic information, with 120 lines open and operating 24 hours a day, 7 days
87
a week, for which callers pay a flat-rate charge;
•
the www.autostrade.it website providing information on traffic, the weather, routes and services;
•
television, teletext and other radio stations (RTL FM 102.5 Mhz).
QUALITY INDICATORS
Toll collection and payment systems
The progressive automation of toll collection is one of the Group’s strategic goals in that, in addition to
boosting operating efficiency, it also improves network access, reducing queues at toll stations. This
has a positive impact on traffic flows and cuts air pollution.
Automated toll station transactions rose by 6.2% in 2006, reaching 69.3% of the total and resulting in
a 4.2% reduction in manual transactions.
Dynamic toll collection using Telepass accounted for 50.2% of the total, compared with 48.3% in the
previous year. At 31 December 2006, 5.3 million Telepass devices had been installed (up 9.7% on
2005), including 3.1 million “Family” versions (up 12.5% on 2005).
In March 2006 a pilot project for a Top-up Telepass was successfully launched in the Naples area and
subsequently extended to Sicily in November. A total of around 10,000 devices had been sold and
activated by the end of the year. This coincided with the creation of direct (Punto Blu) and indirect
(Sisal betting shops) top-up networks.
Telepass Premium was launched on to the market in October. The new service, developed by
Autostrade per l’Italia in collaboration with 15 partners, combines the electronic payment of tolls with a
range of exclusive services and benefits, linked primarily to motorway travel. A total of 78,000
Premium contracts were activated in around two months.
There was also a rise in transactions using automated cashiers, with the number of transactions rising
17.3%. This form of payment accounted for 7.6% of all transactions in 2006 as opposed to the 6.6%
of 2005.
88
METHOD OF PAYMENT
NUMBER OF TELEPASS DEVICES IN CIRCULATION (000s)
6,000,000
5,336,523
4,864,566
5,000,000
4,355,014
3,872,807
4,000,000
3,270,095
2,632,297
3,000,000
2,052,792
2,000,000
471,957
509,552
482,207
602,712
637,798
579,505
535,063
1,000,000
0
2000
2001
2002
2003
Net increase
89
2004
2005
2006
SERVICE AREAS AND ADVERTISING
There are 245 service areas located around the Autostrade Group’s network, with 208 on Autostrade
per l’Italia’s network (one more than in 2005 following the opening of the new Cittadella service area
on the A1) and 38 along the motorways operated by other subsidiaries. The Group currently offers the
following services:
•
fuel distribution at all 246 service areas operated under licence by 9 different oil companies;
•
food services at 241 service areas operated under licence by 14 food service specialists;
•
advertising-news channels (81 plasma screens with traffic, weather and other news from ANSA);
•
Wi-Fi points at 20 service areas;
•
hotel accommodation at 8 service areas operated under licence by specialist companies.
In 2002 Autostrade per l’Italia embarked on a major service area improvement programme, which
envisages investment of approximately €800 million by Autostrade per l’Italia and the companies that
hold licences to provide the services on offer.
At 31 December 2006 around 47.7% of the works envisaged by the €800 million investment
programme were either in progress or had been completed, with €36.4 million of works carried out by
Autostrade per l’Italia during the year. The plan, which covers all the service areas on Autostrade per
l’Italia’s network, has already started to improve service area standards and extended the range of
goods and services on offer. The number of parking spaces for heavy and light vehicles has, for
example, increased by 63% (equivalent to 1,475 more parking spaces) and 61% (5,052 more parking
spaces), respectively, compared with 2000.
The quality of the services supplied by sub-concessionaires has been constantly monitored since
2004, with over 20,000 checks a year carried out by an independent expert.
In addition to these checks, a more than 6,000 annual checks are carried out directly by Autostrade
per l’Italia, focusing on service quality and the functionality of infrastructure (buildings, equipment,
etc.). ANAS also makes periodic checks together with leading consumers’ associations.
In collaboration with sub-concessionaires, Autostrade per l’Italia is also committed to implementing
communication campaigns designed to heighten customers’ awareness of safety and correct driving
behaviours, and to promote the advantages offered by service areas.
During 2006 Autostrade per l’Italia promoted the following campaigns at service areas:
• “Fill up for the week”, offering lower fuel prices to weekend customers;
• “Free Coffee” and “Life is a puff of air”, described in the section on safety.
Autostrade Group royalties received from sub-concessionaires amount to €177.4 million for 2006.
Current royalties are up around 5.2% on 2005, following the entry into force of almost all the new
concessions.
90
CURRENT ROYALTY PAYMENTS
62
69
Attività non Oil
Attività Oil
106
108
2005
2006
AD Moving, the Group company set up to manage and sell advertising throughout the motorway
network, posted revenues of approximately €16.9 million in 2006, its second year in operation,
registering an increase of 7.6% on 2005.
This reflects the expansion of its activities in the second half of 2005. This involved agreements for
the utilisation and installation of billboards on the Turin-Savona motorway managed by SAT and on
other motorways located in Italy’s northwest, such as the Turin-Milan, Turin-Piacenza, Turin-Aosta,
and for Autostrada dei Fiori, Autostrada Ligure Toscana and Autostrada per il Traforo del Frejus.
91
ADVANCED MOBILITY AND COMMUNICATION SERVICES
Infoblu is the Group company responsible for developing and supplying traffic management software
and motorway information services to telecommunications operators, broadcasters and navigation
system producers. Infoblu reports revenues of €2.2 million for 2006, up over 62% on 2005.
Initiatives during 2006 included:
•
the continuation of mobile information initiatives with mobile and fixed telephony operators
(Vodafone, Seat and H3G), for which Infoblu acts as traffic content provider and the supplier of
the “Tip on line” traffic information software;
•
an extension of the agreement with TELECOM, which has granted Infoblu the status as sole
provider of traffic information services for both mobile and fixed-line telephony.
In August 2006 Autostrade per l’Italia and BMW Group Italia announced their decision to sign a
technology partnership agreement regarding integrated projects for traffic information services.
TowerCo is the Group company set up to exploit the Group’s motorway infrastructure and
neighbouring land. The company does this by building and managing sites designed to host antenna
and equipment, so-called towers, used by commercial operators (TV, telecommunications and radio)
and public service operators (police, Isoradio or traffic monitoring systems). In 2006 Towerco
recorded revenues of approximately €10.6 million, marking an increase of over 45% on 2005. The
average number of operators per site stands at 1.7, compared with an average of 1.6 in 2005.
At the end of 2006 Towerco had:
•
168 sites built and a further 29 under construction;
•
68 other sites at the design or authorisation stage.
Mention should also be made of:
•
the framework agreement signed with ANAS for the construction of towers in areas external to the
Group’s network;
•
the growing importance of multi-operator installations for GSM/UMTS coverage in tunnels,
achieved via a widespread system of antennas and fibre optic repeaters.
Autostrade is also keen to leverage its know-how in the field of dynamic toll collection systems. In
2006 this led to the award of the following contracts:
•
a contract to install access control equipment for the Restricted Traffic Zones (RTZ) in the cities of
Foggia (5 remote access points and a control centre) and Pistoia (7 remote access points, a
control centre and 2,500 Telepass devices for the RTZ);
•
the supply of a Safety Tutor system to ATAC in Rome to measure the exact and average speeds
of vehicles on a section of road on the Via del Mare managed by Rome Provincial Authority;
•
the supply of Safety Tutor systems to Strada dei Parchi to measure average speeds on 6
motorway sections on the concessionaire’s network;
•
the supply of radio-location devices and a fleet monitoring service to ANAS in order to track
vehicles used during winter operations on the Salerno-Reggio Calabria motorway.
92
INTERNATIONAL EXPANSION
The Group’s internationalisation strategy is primarily based on transferring and applying the
operational and technical expertise developed in Italy in order to carry out overseas toll motorway
development projects:
•
in 1995 Autostrade took part in construction of the Dulles Greenway, the motorway that links
Dulles International Airport in Washington with Leesburg in Virginia. This was the first toll
motorway in the US to be entirely financed with private money. Via its subsidiary, Autostrade
International of Virginia O&M, the Group continues to manage certain operating activities on the
Dulles Greenway;
•
in 2003 Autostrade opened the M6Toll, the UK’s first ever toll motorway, located near
Birmingham;
•
in 2004 the Group rolled out the world’s most advanced multilane, free-flow electronic toll
collection system for heavy vehicles (over 3.5 tonnes) on 2,000 km of Austria’s road and
motorway network;
•
in 2005 Autostrade joined SIAS and Mediobanca to negotiate the purchase of Costanera Norte,
the company that holds the concession to manage 47 km of urban motorway serving the eastern
and western parts of Santiago del Chile.
•
in 2006 Autostrade acquired a 21% stake in Stalexport, which holds the concession to operate the
Krakow-Katowice motorway in Poland (the Company has an option to raise its holding to 50%
plus one share in 2007).
Costanera Norte
On 21 June 2006 the Group completed the acquisition of a 100 stake in Chile’s Costanera Norte, the
company that holds a concession to manage 47-km of motorway in the metropolitan area of Santiago
del Chile until 2033.
The acquisition was carried out via Nueva Costanera Norte SA, a Chilean company that is an indirect
wholly owned subsidiary of Autostrade Sud America – ASA Srl, a company owned by Autostrade SpA
via a 45% interest, Società Iniziative Autostradali e Servizi – SIAS SpA (45%) and Mediobanca Banca di Credito Finanziario SpA (10%).
The offer for Costanera Norte was submitted jointly by Autostrade and SIAS in July 2005, but
completion of the transaction was dependent on receipt of the necessary authorisations from the
relevant Chilean authorities.
The transaction regarded a 100% stake in Costanera Norte, represented by interests held by
Impregilo International Infrastructures NV (which, on the basis of earlier agreements, prior to the
closing acquired the 2.1% owned by Simest SpA, thereby raising its holding to 80%) and by the
Chilean shareholders, Empresa Constructora Tecsa SA and Empresa Constructora Fe Grande SA,
which each held 10%.
93
The price paid for a 100% stake in Costanera Norte was US$277 million. Based on agreements
reached with the seller in December 2005, following the original offer submitted in July 2005, the initial
price is subject to an earn-out clause providing for, among other things, a further payment of up to
US$33 million, with a guaranteed minimum of US$5 million. This will be paid to the seller over four
years, should actual toll revenues over the period come in higher than the projected amounts set out
in the business plan submitted, and used in order to calculate the base price.
Stalexport
On 2 August 2006 Autostrade SpA completed its acquisition of a 21.7% stake in the Polish company,
Stalexport SA.
Since its establishment in 1963, Stalexport has operated as a steel trader and processor and, from
1997, as the holder of a motorway concession for the 61-km long A4 Krakow-Katowice motorway,
which expires in 2027.
The purchase of a holding in Stalexport involves Autostrade’s subscription of 34.2 million newly
issued shares, deriving from a capital increase reserved to Autostrade, at a price of 2 zlotys per
share. The capital increase, which excludes the pre-emptive rights of existing shareholders, was
approved by the General Meeting of Stalexport’s shareholders held on 13 May 2004, which also
granted the Directors a mandate to proceed with execution of the increase. On 26 June 2006 the
company’s Directors decided to allocate the new shares to Autostrade.
The total cost of subscribing the new shares amounts to approximately €17 million.
The agreement with Stalexport also envisages the subscription of a further capital increase to be
reserved to Autostrade, subject to approval of the spin off of the company’s steel division.
On 14 February 2007 a general meeting of Stalexport’s shareholders approved a capital increase of
€89.5 million reserved to Autostrade at a price of 2.2458 zlotys per share, which Autostrade paid in
on 23 March 2007. The capital increase will enable Autostrade to obtain a controlling interest of 50%
plus one share following the increase, in return for the investment of a further €52 million.
Autostrade’s acquisition of a controlling interest in Stalexport had already been authorised by the
Poland’s Antitrust Authority in October 2006.
Having acquired a controlling 50% stake as a result of the further capital increase, under Polish law
Autostrade is required to launch a public tender offer to purchase up to 66% of the company’s share
capital. Autostrade intends that the company will continue to be quoted on the Warsaw Stock
Exchange even after the public tender offer.
94
OTHER INVESTMENTS
IGLI - Impregilo
On 27 February 2007, Autostrade per l'Italia raised its stake in IGLI SpA to 33.3% (from the previous
20%). IGLI is the company founded in 2005 by Autostrade per l’Italia, Argo Finanziaria SpA (Gavio
Group), Tesir S.r.l. (Techint Group) and Efibanca SpA with the aim of helping to strengthen the
financial and strategic position of Impregilo SpA, one of Italy’s leading construction companies and
listed on the Milan Stock Exchange.
IGLI holds 29.9% of Impregilo, including the stake previously held by Gemina SpA (11.83%) and
acquired by IGLI on 2 November 2006.
Following the withdrawal of Tesir and Efibanca and the purchase of a stake by Immobiliare Lombarda
SpA (Fondiaria-SAI Group), IGLI’s three shareholders, Autostrade per l’Italia, Argo Finanziaria and
Immobiliare Lombarda, now each hold interests of 33.3%.
Autostrade per l’Italia has invested a total of €73 million in IGLI.
Following the decision by mutual consent to terminate the shareholder agreement originally executed
by the IGLI’s founding shareholders in June 2005, on 8 March 2007 Autostrade per l'Italia entered
into a new shareholder agreement with Argo Finanziaria and Immobiliare Lombarda.
The new agreement, which will be effective until 12 June 2008, envisages a voting trust to elect the
boards of directors and auditors of IGLI and Impregilo, and qualified majorities for the adoption of
resolutions by the general meetings and the boards of directors of IGLI and Impregilo. The agreement
also envisages (i) the lock up of the shares held by IGLI’s shareholders throughout the term of the
new agreement (with the exception of transfers of shares in IGLI by any of the parties to their
“affiliates”); (ii) the option of renewing the agreement in good faith and, before 12 June 2008 and
assuming a positive outcome to negotiations, the transformation of the agreement into a voting trust
involving the holders of Impregilo shares; (iii) a procedure governing the consequences for
shareholders of a public tender offer for Impregilo’s shares; and (iv) the liquidation of IGLI on expiry of
the agreement and the resulting allocation – subject to the transfer of any portions of liabilities
attributable to IGLI – of Impregilo shares to shareholders in proportion to their holdings in IGLI.
95
AUTOSTRADE S.P.A.: FINANCIAL REVIEW AND OTHER INFORMATION
Introduction
Until the year ended 31 December 2005 Autostrade SpA prepared its financial statements under
Italian Generally Accepted Accounting Principles (“Italian GAAP”).
Following the enactment of European Regulation 1606 of July 2002 and as required by the
Regulations for Issuers 11971/1999, as amended by CONSOB Resolution 14990 of 14 April 2005,
and in virtue of the options granted by Legislative Decree 38/2005, Autostrade SpA, as an entity listed
on the Italian Stock Exchange, elected to postpone the transition to international financial reporting
standards (“IFRS”) until preparation of the financial statements for the year ended 31 December 2006.
The financial statements for the year ended 31 December 2006 have, therefore, been prepared under
IFRS.
In this regard, the Company has prepared a document entitled “Transition to international financial
reporting standards (IFRS)”, which is annexed to the notes to Autostrade SpA’s financial statements,
which are included below. This document includes reconciliations between amounts in the Italian
GAAP financial statements at 1 January 2005 and 31 December 2005, and for the year then ended,
and amounts in the restated IFRS financial statements, accompanied by the related notes.
The Company had already prepared the “Transition to international financial reporting standards
(IFRS)”, audited by the independent auditors, KPMG SpA, to accompany the interim report for the six
months ended 30 June 2006. This document differs from the above in that, in line with the option
exercised in the preparation of the IFRS consolidated financial statements in previous years and until
30 June 2006, the Company elected to recognise actuarial gains and losses deriving from the
measurement of staff termination benefits in the income statement for the period, based on the
method established by IAS 19. This policy was applied through to preparation of the report for the
nine months ended 30 September 2006. In contrast, in the preparation of both the consolidated
financial statements and Autostrade SpA’s financial statements for the year ended 31 December
2006, on the basis of the option granted by the amendment to IAS 19, issued by the IASB in
December 2004, the above actuarial gains and losses are now recognised directly in equity, as
allowed under paragraph 93A of IAS 19. The change has not resulted in movements in total equity,
but only in the composition of the related breakdown, in that both profit for the period and reserves
and retained earnings have been influenced by insignificant amounts.
The following financial review provides detailed analysis of the reclassified income statement and
balance sheet and the cash flow statement for the year ended 31 December 2006, in which amounts
are compared with those for the previous financial year, as restated following the above transition to
IFRS.
96
The reclassified financial statements have not been audited by the independent auditors, and there
are certain differences compared with the official financial statements presented in the section,
“Financial statements of Autostrade SpA”. Above all:
ƒ
the “Analysis of the income statement” refers to “Gross operating profit (EBITDA)”, which is
not included in the official income statement. This profit margin is calculated by taking the
figure for total revenue reported in the official income statement and deducting all operating
expenses, with the exception of amortisation, depreciation, impairment losses on assets and
reversals of impairment losses, provisions and other adjustments. Deducting these costs from
gross operating profit results in the “Operating profit (EBIT)” reported in the official income
statement. There are no differences between the intermediate components of the two income
statements below operating profit, apart from the fact that the “Analysis of the income
statement” provides a briefer summary;
ƒ
the “Analysis of the balance sheet” applies the same basis of presentation as the official
balance sheet, the only difference being that it provides a briefer summary, by not including
the sub-items below each main entry;
ƒ
the “Cash flow statement” shown and discussed below is no different from the official cash
flow statement.
In order to provide a clearer and fuller view of the financial statements, this section also includes the
following additional schedules: the statement of changes in equity, the statement of total recognised
gains and losses, an analysis of net funds, and an analysis of working capital.
Results of operations
Operating income amounts to €12.6 million for 2006, marking an increase of €8.3 million on 2005
(€4.3 million). €5.5 million of the increase reflects the start-up of the provision of administrative and
financial services by the Company from November 2005. This followed the lease of the business unit
represented by the “Administration and Finance Department” from Autostrade per l’Italia. The
remainder of the increase essentially relates to reimbursements obtained from Group companies.
The net cost of materials and external services totals €37.1 million, representing an increase of €19.9
million on 2005 (€17.2 million). This is essentially due to the cost of consultants’ and professional fees
linked to the Company’s planned merger with Abertis.
“Other operating costs and gains/(losses)” amount to €10.5 million, marking an increase of €7.7
million on 2005 (€2.8 million). The increase is due to an increase in non-deductible VAT (up €5.7
million), following application of the pro rata rule, partly in relation to the above consultants’ and
professional fees, and to donations of €1.3 million given by the Company to political parties and
movements pursuant to Law 195/1974.
97
Staff costs of €25.4 million are up €17.8 million on 2005 (€7.6 million). €12.9 million of the increase
reflects the cost of the Company’s directors, including the charge deriving from the agreed termination
of the contract of the Company’s CEO, whilst the remainder regards a rise in the average workforce
as a result of the lease of the above business unit.
The “Gross operating loss” (negative EBITDA), amounting to €60.4 million, marks a deterioration of
€37.1 million on the figure for 2005, when negative EBITDA totalled €23.3 million. The “Operating
loss” (negative EBIT) amounts to €61.2 million (€24.2 million in 2005), after depreciation and
amortisation of €0.9 million, as in 2005.
“Net financial income” of €283.8 million is up €54.7 million (23.9%) on 2005 (€229.1 million), and
includes €65.5 million deriving from an increase in dividends received from subsidiaries. The balance
includes dividends of €275.6 million from Autostrade per l'Italia (€191.4 million in 2005) and of €3.9
million from other subsidiaries (€22.6 million in 2005). The balance for 2006 reflects €7.5 million in
interest expense paid to the tax authorities, following the settlement agreed in July 2006 as a result of
the conciliation process regarding a tax assessment issued in 2003.
Taxation for 2006 reports a positive balance of €11.6 million, compared with a positive balance of
€2.9 million for 2005. The increase in the positive balance of taxation for 2006 is linked to the higher
tax loss and, therefore, to the larger amount of IRES recovered by the Company following its adoption
of a consolidated tax scheme for the Group. The above income is partially offset by the recognition of
income tax for previous years, totalling €6.2 million, as a result of the above settlement of the
conciliation process with the tax authorities. The overall costs of the conciliation is thus €25.5 million,
of which €11.8 million is represented by provisions made in previous years.
The “Profit/(loss) from continuing operations” totals €234.2 million, marking an increase of €26.4
million (12.7%) on 2005 (€207.8 million).
The “Profit/(loss) from discontinued operations” has a zero balance for 2006, compared with a profit of
€113.0 million for 2005. This derived from the gain on the sale of the Austrian subsidiary, Europpass.
”Profit for the period” amounts to €234.2 million, marking a reduction of €86.6 million (27.0%) with
respect to the €320.8 million of 2005.
98
99
Balance sheet
Non-current assets of €13,558.3 million are up €43.7 million on the figure for 31 December 2005
(€13,514.6 million).
Property, plant and equipment, amounting to €9.2 million (€9.6 million at the end of 2005), primarily
regard civil buildings owned by the Company, which decreased in value by €0.4 million due to
depreciation for the year.
Intangible assets of €0.9 million (€1.4 million at the end of 2005) regard the exclusive right to use the
Europpass Collection System technology. These assets have decreased by €0.5 million due to
amortisation for the period.
Investments, totalling €5,916.7 million (€5,851.7 million at 31 December 2005), are up €65.0 million
following the subscription of 45% of the issued capital of Autostrade Sud America (€45.0 million),
which was established for the acquisition of the Chilean motorway concessionaire, Costanera Norte,
and the acquisition of 21.7% of the Polish company, Stalexport SA (€20.1 million), the holder of the
concession for the A4 Krakow-Katowice motorway.
Non-current financial assets of €7,605.8 million (€7,573.1 million at 31 December 2005) essentially
regard medium/long-term loans granted to the subsidiary, Autostrade per l'Italia (€7,500 million) and
an increase in the fair value (€102.9 million) of derivative financial instruments primarily entered into
with Autostrade per l'Italia. The increase of €32.7 million compared with 31 December 2005 is
primarily due to the disbursement of a new medium/long-term loan of €200.0 million to Autostrade per
l'Italia, partially offset by a €166.6 million reduction in the increase in the fair value of derivative
financial instruments.
Deferred tax assets amount to €25.7 million (€78.9 million at 31 December 2005) and essentially
regard a decrease in the fair value of derivative financial instruments. The figure is down €53.2 million
on 31 December 2005 due to a reduction in the decrease in fair value.
Current assets amount to €478.1 million (€621.9 million at 31 December 2005) and refer to:
a) trading assets of €10.1 million (€13.4 million at 31 December 2005), regarding receivables deriving
from services provided to subsidiaries;
b) cash and cash equivalents of €228.1 million (€356.8 million at 31 December 2005), primarily
consisting of credit balances on intercompany current accounts;
c) other current financial assets of €175.8 million (€172.3 million at 31 December 2005), primarily
regarding accrued financial income on medium/long-term loans granted to Autostrade per l'Italia;
d) current tax assets of €53.9 million, consisting of €44.9 million in tax credits due from
Schemaventotto SpA, accounted for in relation to the recovery of tax losses following participation in
the consolidated tax scheme for the Group, and €9.0 million for income tax credits for which rebates
are expected;
e) other current assets of €10.2 million, marking a decrease of €31.8 million on 31 December 2005,
essentially due to the repayment by Sitech (in liquidation) of shareholder contributions for future share
100
capital increases paid in previous years.
Equity of €6,176.3 million (€6,296.8 million at 31 December 2005) has decreased by €120.5 million
compared with 31 December 2005. This reflects a combination of the following main factors:
a) payment of the final dividend of €177.2 million for 2005, and of the interim dividend of €150.1
million for 2006;
b) a €27.4 million decrease in gains and losses recognised directly in equity, essentially due to
application of IAS 32 and IAS 39, with regard to the fair value, after the related tax effects, of
derivative financial instruments qualifying as interest rate and foreign exchange hedges;
c) profit for 2006, totalling €234.2 million.
Non-current liabilities total €7,554.9 million (€7,530.2 million at 31 December 2005), marking an
increase of €24.7 million. These include:
a) non-current provisions of €2.1 million (€3.4 million at 31 December 2005), relating entirely to the
non-current portion of staff termination benefits;
b) non-current financial liabilities, amounting to €7,518.0 million (€7,437.1 million at 31 December
2005), which refer to: bonds with a value of €6,436.7 million, issued in June 2004, medium/long-term
bank borrowings of €1,000.0 million, and a decrease in the fair value of derivative financial
instruments entered into primarily with financial institutions, totalling €81.4 million. The increase of
€80.9 million is primarily due to the balance between the addition of a 15-year EIB loan of €200.0
million, and the €140.3 million reduction in the decrease in the fair value of derivative financial
instruments;
c) deferred tax liabilities of €34.7 million (€89.7 million at 31 December 2005) recognised in response
to an increase in the fair value of derivative financial instruments. This item is down €55.0 million due
to the change in the value of such instruments in 2006.
Current liabilities of €305.3 million are down €4.3 million (€309.6 million at 31 December 2005). They
include:
a) current provisions of €2.4 million (€12.5 million at 31 December 2005), primarily relating to
provisions for staff termination benefits (€2.0 million). The decrease compared with the end of 2005 is
due to the settlement of the conciliation process entered into with the tax authorities;
b) trading liabilities of €9.4 million (€11.2 million at 31 December 2005);
c) current financial liabilities of €284.9 million, which is in line with the figure for 31 December 2005
(€280.6 million) and includes €170.0 million in accrued expenses on medium/long-term borrowings
and €113.8 million in overdrafts on intercompany current accounts;
d) other current liabilities of €8.5 million (€5.3 million at 31 December 2005), which have increased as
a result of a rise in tax liabilities (withholding tax and VAT) other than income taxes.
101
102
103
At 31 December 2006 the Company’s “Net funds” amount to €206.7 million (€384.5 at 31 December
2005).
“Net non-current funds”, amounting to €87.7 million (€136.0 million at 31 December 2005), consist of:
a) four bond issues, totalling €6,436.7 million, less transaction costs, in application of the amortised
cost method;
b) medium/long-term borrowings amounting to €1,000.0 million and regarding a “Term Loan Facility”
of €800.0 million and a European Investment Bank (EIB) loan of €200.0 million, disbursed on 5 July
2006;
c) a decrease in the fair value of derivative financial instruments qualifying as interest rate and foreign
exchange hedges, totalling €81.4 million and representing a reduction of €140.3 million compared
with 31 December 2005 (€221.7 million);
d) non-current financial assets, totalling €7,605.8 million (€7,573.1 million at 31 December 2005),
which essentially include medium/long-term loans to Autostrade per l’Italia (€7,500.0 million) and an
increase in the fair value of derivative financial instruments (€102.9 million).
At 31 December 2006 “Net current funds” amount to €119.0 million (€248,5 million at 31 December
2005). The balance consists of:
a) current financial liabilities of €284.9 million (€280.6 million at 31 December 2005), which primarily
include accrued financial expenses on medium/long-term borrowings, totalling €170.0 million, and
overdrafts on intercompany current accounts, amounting to €113.8 million;
b) cash and cash equivalents, totalling €228.1 million (€356.8 million at 31 December 2005), primarily
regarding credit balances on intercompany current accounts (of which €141.2 million due from
Autostrade per l’Italia);
c) other current financial assets of €175.8 million (€172.3 million at 31 December 2005), which
primarily include accrued income on intercompany medium/long-term loans, totalling €127.4 million,
and accrued income on derivative financial instruments, amounting to €47.0 million.
The Company’s ordinary operating and financial activities expose it to market risks, primarily
regarding interest rate and foreign exchange risks linked to loans disbursed and borrowings obtained.
Autostrade’s financial risk management strategy complies and is consistent with the business goals
set by the Parent Company’s Board of Directors in the various strategic plans approved. The strategy
aims to both manage and control such risks, wherever possible eliminating interest rate and foreign
exchange risks and minimising borrowings costs, whilst taking account of stakeholders’ interests, as
defined in the Hedging Policy document approved by the Board of Directors.
All Autostrade’s derivative transactions are classified as cash flow hedges. Any change in the cash
flows generated by the underlying transaction is balanced by a corresponding change in the cash
flows deriving from the derivative instrument.
104
The fair value of these instruments is based on expected discounted cash flows, using the market
interest rate curve at the measurement date. Amounts in foreign currencies other than the euro are
translated at closing exchange rates communicated by the European Central Bank.
Finally, the medium/long-term loans granted to the subsidiary, Autostrade per l’Italia, are granted on
the same terms as apply to the Company’s borrowings in the market. This arm’s-length approach also
applies to intercompany hedges designed to eliminate interest rate risks.
The average term to maturity of the Company’s debt is approximately 10 years. The average term to
maturity of debt subject to interest rate and foreign exchange hedges is around 7 years. As regards
types of interest rates, 98% of the Company’s debt, taking account of interest rate and foreign
exchange hedges, is fixed rate, whilst the remaining 2% is floating rate.
105
106
Working capital at 31 December 2006 presents a positive balance of €53.9 million (€63.9 million at 31
December 2005), and results from the net balance of current assets of €74.3 million (€92.9 million at
31 December 2005) and current liabilities totalling €20.4 million (€29.0 million at 31 December 2005).
The decrease of €10.0 million compared with 31 December 2005 is due primarily to:
a) a €31.8 million decrease in other current assets, essentially relating to the reduction in the value of
the investment in the subsidiary, Sitech (in liquidation), following the company’s repayment of
shareholder contributions paid in previous years;
b) a €16.5 million increase in current tax assets, due to increased tax credits due from
Schemaventotto SpA linked to the higher tax loss and, therefore, to the larger amount of IRES
recovered by the Company following its adoption of a consolidated tax scheme for the Group;
c) a €10.1 million decrease in current provisions, essentially due to use of provisions for tax disputes
following settlement of the conciliation process entered into with the tax authorities.
107
Cash flow
During 2006 cash and cash equivalents recorded a net decrease of €130.1 million, compared with an
increase of €10.9 million in 2005.
Cash generated from operating activities amounted to €255.9 million (€235.8 million in 2005). The
increase in 2006 derives essentially from an improved profit from continuing operations, essentially
reflecting an increase in dividends received from subsidiaries.
Cash used in investing activities, totalling €267.9 million, includes €65.1 million relating to investments
(Autostrade Sud America and Stalexport) and €202.9 million to the increase in current and noncurrent financial assets, deriving essentially from the loan of €200.0 million granted to the subsidiary,
Autostrade per l'Italia.
The positive cash flow from investing activities in 2005 (€199.4 million) essentially regarded the sale
of the investment in Europpass for a price of €201.5 million.
Cash used in financing activities totals €118.1 million (€424.3 million at 31 December 2005), primarily
reflecting the following components:
a) the payment of dividends of €327.2 million, including the interim dividend of €150.1 million for 2006;
b) assumption of a new medium/long-term loan from the EIB, totalling €200.0 million.
108
109
Related party transactions
This section describes Autostrade SpA’s principal transactions with related parties. Autostrade SpA
manages and coordinates its direct and indirect subsidiaries, as established in its Corporate
Governance Code. All related party transactions are conducted on an arm’s length basis and do not
include transactions of an atypical or unusual nature.
Further details of related party transactions are provided in the specific note to the financial
statements, which includes tables summarising the related balance sheet and income statement
amounts.
Relations with subsidiaries
The Company operates using both its own staff and the staff acquired along with the “Administration
and Finance Department” leased from Autostrade per l'Italia. In 2006 the rental paid on this lease
was €892 thousand.
Following the lease of the above business unit, Autostrade provides administrative, tax and financial
services to Autostrade per l’Italia and its other subsidiaries.
In addition, Autostrade’s Internal Auditing department carries out internal auditing for other Group
companies and monitors, checks and upgrades their management and control models with reference
to the requirements of Legislative Decree 231/2001.
A centralised treasury management system for the Group has been up and running since 1 November
2005. Autostrade is thus a party to current account transactions with subsidiaries, which are
conducted on an arm’s length basis. At 31 December 2006 Autostrade reports credit balances on
intercompany current accounts of €220.2 million and debit balances on intercompany current
accounts of €113.8 million.
Finally, at 31 December 2006 Autostrade has granted medium/long-term loans totalling €7,500 million
to Autostrade per l’Italia on the same terms as those applied to Autostrade’s bank borrowings,
increased by a spread that takes account of the cost of managing the loans. A portion of these loans
is hedged against interest rate risk via specific derivative financial instruments.
Relations with the parent
As in 2005, the most significant relations with the parent, Schemaventotto, derived from participation
in the consolidated tax scheme introduced by Legislative Decree 344/2003.
Current IRES tax assets are thus recognised as a receivable due from Schemaventotto (€44.9 million
at 31 December 2006) and governed by the terms and conditions of a specific contract signed by the
companies taking part in the consolidated tax scheme.
Autostrade also leases office space in the property in Via Nibby to the parent, Schemaventotto.
110
Relations with other related parties
The Company enters into relations with certain shareholders of the parent, Schemaventotto. At 31
December 2006 the Unicredito Group has extended lines of credit totalling approximately €600 million
to Autostrade SpA, of which €207 million has been drawn down. The Company also engages in
current account transactions with Unicredito on the basis of current market rates, and has invested in a
number of derivative financial instruments in order hedge interest rate risk on bond issues and
medium/long-term borrowings.
During 2006 key managers, in positions in Autostrade and in other Group companies, received the
following remuneration, non-monetary benefits, bonuses and other incentives: the Chairman (Prof.
Gian Maria Gros-Pietro) a total of €3.6 million, the CEO (Mr. Giovanni Castellucci) a total of €1.1
million, and the previous CEO (Mr. Vito Gamberale) €12.5 million, including the charge deriving from
the agreed termination of his contract with the Company.
Other information
The Company does not own, either directly or via trust companies or proxies, treasury shares or
shares or units issued by parent companies. No transactions were carried out during the year
involving treasury shares or shares or units issued by parent companies.
The Company does not operate branch offices.
With reference to CONSOB Ruling 2423 of 1993, regarding criminal proceedings or judicial
investigations, the Group is not involved in proceedings, other than those previously commented on in
the section “Significant corporate, regulatory and legal aspects”, that may result in charges or
potential liabilities with an impact on the consolidated financial statements.
Finally, in accordance with the Data Protection Act (Legislative Decree 196/2003, annex B, point 26),
the Company declares that it has updated its Security Planning Document for 2006.
111
FINANCIAL REVIEW OF OTHER GROUP COMPANIES
Introduction
This section includes a financial review of the Group’s principal companies.
As previously noted, the consolidated financial statements are prepared under international financial
reporting standards (IFRS). Therefore, for the purposes of preparation of these consolidated financial
statements, consolidated subsidiaries either have restated their Italian GAAP financial statements on
the basis of IFRS and, above all, in compliance with the accounting standards and policies adopted
by the Parent Company, or, if they have already adopted IFRS in the preparation of their financial
statements from 2006, have, where necessary, revised their financial statements to render them
consistent with the standards and policies adopted by the Parent Company.
The restatements carried out by each consolidated subsidiary are included in special reporting
packages (covering the financial position, cash flows and results of operations) prepared for
consolidation purposes. The following summary financial review for Group companies is, therefore,
based on the above IFRS reporting packages.
As mentioned above, the IFRS accounting standards used in the reporting packages for the purpose
of consolidation are those adopted by the Parent Company. Should an individual Group company
have independently carried out the transition to IFRS in the preparation of its separate financial
statements, it may have adopted different IFRS accounting standards and policies and, as a result,
the amounts shown in its balance sheet and income statement may be different from those presented
below.
In addition to the Parent Company, Autostrade SpA, whose shares are traded on the Milan Stock
Exchange, the consolidated companies that prepare their financial statements under IFRS are
Autostrade Meridionali SpA, whose shares are traded on the Milan Stock Exchange’s Expandi
market, and Autostrade per l’Italia SpA. These companies’ financial statements for the year ended 31
December 2006 represent their first annual IFRS financial statements.
Autostrade per l’Italia has independently chosen to apply IFRS in its financial statements for 2006,
based on the option granted by art. 4, point 4 of Legislative Decree 38/2005. The reasons for this
choice are linked to the financial significance of Autostrade per l’Italia’s financial statements for the
Autostrade Group’s consolidated financial statements, which have been prepared under IFRS since
the previous year, and to the simplification and greater efficiency, in terms of clarity and timeliness, of
annual and interim, statutory and management reporting as a result of the application of IFRS.
In previous financial years, and through to preparation of the consolidated report for the nine months
ended 30 September 2006, the Group elected to recognise actuarial gains and losses deriving from
the measurement of staff termination benefits in the income statement for the period, based on the
method established by IAS 19. With effect from these consolidated financial statements for the year
ended 31 December 2006, on the basis of the option granted by the amendment to IAS 19, issued by
the IASB in December 2004, the above actuarial gains and losses are now recognised directly in
112
equity, as allowed under paragraph 93A of IAS 19. For the Group companies affected by this change
in policy, IFRS EBITDA for 2005 has thus been restated, in compliance with the requirements of IAS
8.
At the consolidated level, the net effects of this change in policy on the balances for 2005 are shown
in the “Statement of changes in consolidated equity” and in the “Statement of consolidated total
recognised gains and losses”, which are included below and in the section “Consolidated financial
statements”. Given its nature, however, the change has not resulted in movements in total equity, but
only in the composition of the related breakdown, in that both profit for the period and reserves and
retained earnings have been influenced by insignificant amounts.
Autostrade per l’Italia
Group’s interest: 100%.
Concession term: 31 December 2038
(€m)
Revenue
EBITDA
EBITDA margin
Investment
Net financial indebtedness
Average workforce (no.)
Millions of km travelled
INCREASE/(DECREASE)
2006
2,718.7
1,795.4
66.0%
980.4
8,219.2
5,695
48,214
2005
2,554.4
1,657.5
64.9%
657.8
8,238.7
6,070
46,774
Total
%
166.3
137.9
6.5
8.3
322.6
(19.5)
(375)
1,440
49.0
(0.2)
(6.2)
3.1
Revenue of €2,718.7 million for 2006 is up €166.3 million (6.5%) on 2005.
“Net toll revenues” of €2,309.8 million have increased €146.3 million (6.8%) due to the combined
effect of toll increases applied from 1 January 2006 (up 2.81%), a 3.1% increase in traffic and a
change in the related traffic mix (light/heavy vehicles) compared with 2005.
Other operating income of €408.9 million is up €20.0 million (5.2%) on 2005. This is primarily due to
revenues from deferred forms of payment (Telepass and Viacard fees), royalties from service areas,
and payments on the lease of business units received from Autostrade and Essediesse Società di
Servizi.
Gross operating profit (EBITDA) amounts to €1,795.4 million and is up €137.9 million (8.3%) on 2005,
representing an EBITDA margin of 66.0%, compared with 64.9% in 2005.
The improvement in EBITDA almost entirely reflects the growth in revenue. This was only partially
offset by an increase in operating costs due to payments for the administrative and financial services
received from Autostrade and Essediesse Società di Servizi as of the end of 2005, the greater volume
of customer assistance and traffic management services provided, the increase in advertising and
information campaigns carried out in 2006, and a rise in staff costs, despite a reduction in the average
workforce, following contract renewals in July 2005 and June 2006.
113
Investment during 2006 amounted to €980.4 million, marking an increase of €322.6 million (49.0%) on
2005. Expenditure primarily regards assets to be relinquished, and relates to the motorway expansion
and upgrading works envisaged in the 1997 agreement with ANAS and the IV Addendum of 2002.
These works, carried out in order to improve road safety and service quality, are described in detail in
the section dealing with network expansion and modernisation.
Net financial indebtedness at 31 December 2006 totals €8,219.2 million and is in line with the figure
for the end of 2005. There has, however, been an increase in medium/long-term borrowing (€200.0
million disbursed by Autostrade during the year), which was almost entirely offset by a reduction in the
fair value loss (€186.9 million) on interest rate hedges entered into with Autostrade. At 31 December
2006 net non-current debt amounts to €7,630.6 million, including €7,366.7 million in loans from
Autostrade. Net current debt of €588.6 million includes €289.6 million in short-term loans from
Autostrade and €230.2 million in current account overdrafts.
The decrease of 375 in the average workforce (down 6.2%) reflects the lease of the business units to
Autostrade and Essediesse as of the end of 2005.
114
Autostrade Meridionali
Group’s interest: 58.98%.
Motorway sections managed under concession: A3 Naples-Pompeii-Salerno (51.6 km).
Concession term: 31 December 2012.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
EBITDA margin
Investment
Net financial indebtedness
Average workforce (no.)
Millions of km travelled
69.3
32.4
46.8%
37.9
47.1
379.0
1.562
69.5
34.3
49.4%
40.3
48.7
368.0
1.517
Total
%
-0.2
-1.9
-2.4
-1.6
11.0
45
-0.3%
-5.5%
-6.0%
-3.3%
2.9%
2.9%
Total revenue of €69.3 million is down €0.2 million (0.3%) on the €69.5 million of 2005. The decrease
reflects the fact that revenue from contract work in 2005 (€2.9 million), represented by work carried
out for the Municipality of Torre del Greco, was higher than in 2006.
Toll revenues were up €1.9 million, primarily as a result of traffic growth (up 2.9%), given that most
categories of toll remained unchanged.
The €1.9 million reduction in gross operating profit (EBITDA) is essentially due to increased road
surfacing costs.
Investment amounted to €37.9 million in 2006, compared with €40.3 million in 2005. In addition to
work on modernising and expanding the motorway , as envisaged in the 1999 agreement with ANAS,
investments regarded development of the video-surveillance and traffic monitoring system (the
installation of cameras for surveillance of sections of motorway) and upgrading of toll collection
systems in preparation for the introduction of the "Topup Telepass".
Net financial indebtedness is down €1.6 million (3.3%) following renegotiation of the terms for
collecting deferred tolls and the receipt of payment for works carried out for the Municipality of Torre
del Greco.
115
Strada dei Parchi
Group’s interest: 60%.
Motorway sections managed under concession: A24 Rome-Teramo (166.5 km) and A25 ToranoPescara (114.9 km), amounting to a total of 281.4 km.
Concession term: 31 December 2029.
(€m)
INCREASE/(DECREASE)
2006
Revenue
EBITDA
EBITDA margin
Investment
Net financial indebtedness
Average workforce (no.)
Millions of km travelled
123.4
65.5
53.1%
49.6
766.7
515.0
2,132
2005
113.1
63.2
55.9%
27.2
749.6
531.0
2,054
Total
%
10.3
2.3
22.4
17.1
-16.0
78
9.1%
3.6%
82.4%
2.3%
-3.0%
3.8%
Total revenue of €123.4 million is up 9.1% (€10.3 million) on 2005. The improvement is primarily due
to increased toll revenues (up €10.4 million), reflecting traffic growth of 3.8% and toll charge rises of
5.87% from 1 January 2006.
Gross operating profit (EBITDA) is up €2.3 million as a result of the above increase in toll revenues
and reduced capitalisation of maintenance costs (down €7.4 million).
Investment was significantly stepped up during 2006, with the 82.4% increase essentially due to work
on the second carriageway for the Villa Vomano-Teramo section, safety improvements (the
replacement of central and roadside crash barriers), customer information initiatives (the installation of
new variable message panels) and development of the automation plan (the installation of automated
cashiers).
Net financial indebtedness has risen €17.1 million (2.3%), essentially due to the cost of investments.
The company submitted proposed changes to its financial plan to ANAS, designed to take account of
the delayed start-up of the concession. The proposal has been examined and approved by ANAS
SpA’s Board of Directors, but has yet to be signed.
In accordance with the Lazio Regional Administrative Court sentence filed on 5 October 2006, which
upheld the appeal brought by Lazio Regional Authority and ordered cancellation of the toll increase of
5.87% applied from 1 January 2006, on 28 October 2006 Strada dei Parchi restored toll charges to
the levels in force prior to 1 January 2006.
Subsequently the Council of State, in a ruling filed on 8 November 2006, upheld the request for an
injunction presented by Strada dei Parchi SpA, suspending application of the above sentence issued
by Lazio Regional Administrative Court. Following this ruling, toll charges were once again raised on
13 November 2006.
116
Tangenziale di Napoli
Group’s interest: 100%.
Motorway sections managed under concession: urban motorway linking eastern and western Naples
(20.2 km).
Concession term: 31 December 2037.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
EBITDA margin
Investment
Net financial indebtedness
Average workforce (no.)
Millions of km travelled
54.3
17.4
30.0%
16.9
42.4
425.4
1,053
53.5
19.5
36.5%
9.7
52.3
420.8
1,039
Total
%
0.8
-2.1
7.2
-9.9
4.6
14
1.5%
-10.8%
72.2%
-18.9%
1.1%
1.4%
Total revenue of €54.3 million is up €0.8 million (1.5%) on 2005. Toll revenues (€50.9 million) are up
€0.6 million due to traffic growth of 1.4%. The toll charges in effect are unchanged with respect to
2005, due to the rounding off mechanism applied.
Gross operating profit (EBITDA) is down €2.1 million on 2005. The reduction primarily reflects the
increased cost of road resurfacing (up €1.5 million).
Work on modernisation and safety improvements continued in 2006. This primarily regarded
expansion of the Corso Malta toll station and installation of noise-absorbent barriers on the
Fuorigrotta-Camaldoli section. The building due to house the new plant laboratory is nearing
completion and installation of variable message panels is in progress.
Compared with 31 December 2005, the €9.9 million decrease in net financial indebtedness is due to
collection of an amount due from the tax authorities, totalling €7.9 million (rebates for the financial
years 1989 and 1990).
117
Autostrada Torino-Savona
Group’s interest: 99.98%.
Motorway sections managed under concession: A6 Turin-Savona (130.9 km).
Concession term: 31 December 2038.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
EBITDA margin
Investment
Net financial indebtedness
Average workforce (no.)
Millions of km travelled
63.3
30.1
47.6%
20.6
35.0
204.0
949
60.3
29.2
48.4%
43.0
36.7
208.0
910
Total
%
3.0
0.9
-22.4
-1.7
-4.0
39
5.0%
3.1%
-52.1%
-4.6%
-1.9%
4.2%
Total revenue of €63.3 million is up €3 million (5%) on 2005. This is due to a €3.6 million improvement
in toll revenues, deriving from traffic growth of 4.2% and a 1.49% rise in toll charges from 1 January
2006. This was partially offset by a €0.7 million reduction in extraordinary income, reflecting the
receipt of compensation for damages incurred as a result of flooding and fires in 2005.
Gross operating profit (EBITDA) is up €0.9 million on 2005. This is essentially due to the rise in toll
revenues, partially offset by a €0.4 million increase in the cost of operational maintenance, as a result
of the greater volume of work carried out during the winter, and a €0.3 million rise in overheads.
Investment during 2006 amounted to €20.6 million, which is €22.4 million down on 2005. The
reduction is partly due to delays in obtaining approval of the designs which, in addition to postponing
the start-up of certain works, has slowed progress on those underway.
Net financial indebtedness has fallen €1.7 million due to lower investments.
118
Raccordo Autostradale Valle d’Aosta
Group’s interest in ordinary shares: 58%.
Motorway sections managed under concession: Morgex-Val Veny section (32.3 km), currently open
between Morgex and Courmayeur South.
Concession term: 30 years from entry into service of the entire motorway (in March 2007).
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
EBITDA margin
Investment
Net funds
Average workforce (no.)
Millions of km travelled
9.9
-0.5
-5.1%
29.1
49.9
59.0
89
9.9
1.9
19.2%
58.3
83.4
61.0
87
Total
%
0.0
-2.4
-29.2
-33.5
-2.0
2
0.0%
-126.3%
-50.1%
-40.2%
-3.3%
1.5%
Total revenue of €9.9 million is in line with 2005.
Gross operating profit (EBITDA) is substantially down (€2.4 million). This is due primarily to losses of
€1.6 million on the disposal of 10,000 lighting units in tunnels on the first section, and a €0.5 million
increase in maintenance costs, due essentially to an increase in work carried out during winter.
Investment is significantly down, falling €29.2 million compared with 2005. This reflects the completion
of construction work on the Courmayeur-Val Veny section.
Net funds of €49.9 million are down €33.5 million, essentially due to payment for works relating to the
investment carried out and a delay in the payment of grants applied for to ANAS.
The company is awaiting signature of the inter-ministerial decree approving the first Addendum and the
new financial plan.
119
Società Autostrada Tirrenica
Group’s interest: 93.99%.
Motorway sections managed under concession: Livorno-Civitavecchia motorway, of which it currently
manages the first section from Livorno to Rosignano Marittima (36.6 km).
Concession term: 31 December 2028.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
EBITDA margin
Investment
Net financial indebtedness
Average workforce (no.)
Millions of km travelled
25.3
15.2
60.1%
4.1
68.3
71.0
248
23.7
13.4
56.5%
6.7
67.1
72.0
242
Total
%
1.6
1.8
-2.6
1.2
-1.0
6
6.8%
13.4%
-33.8%
1.8%
-1.4%
2.4%
Total revenue of €25.3 million is up 6.8% (€1.6 million) on 2005. The improvement primarily reflects
an increase in toll revenues (up €1.2 million), due to traffic growth of 2.4% and a 2.65% rise in toll
charges from 1 January 2006.
Gross operating profit (EBITDA) is up €1.8 million on 2005, as a result of the performance of toll
revenues and a reduction in maintenance costs (down €0.9 million), following completion in 2005 of
the five-year cyclical road surfacing programme. These improvements were partially offset by a €0.5
million increase in redundancy charges.
Investment decreased by €2.6 million (38.8%) compared with 2005, and essentially regards design
costs incurred for the Rosignano-Civitavecchia section.
Net financial indebtedness amounts to €68.3 million at 31 December 2006, having risen €1.2 million.
This relates to investing activities and the payment of dividends in 2006.
120
Società Italiana per Azioni per il Traforo del Monte Bianco
Group’s interest: 51%.
SITMB holds the concession for the Italian section of the Mont Blanc Tunnel, covering a total of 5.8
km, whilst management of the entire tunnel (11.6 km) is the responsibility of GEIE.
Concession term: 31 December 2035.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
EBITDA margin
Investment
Net financial indebtedness
Average workforce (no.)
Millions of km travelled (*)
54.5
35.5
65.1%
3.3
84.0
96.1
11
Total
61.4
28.3
46.1%
1.3
119.8
98.0
10
-6.9
7.2
2.0
-35.9
-1.9
1
%
-11.2%
25.4%
153.9%
-29.9%
-1.94%
3.6%
(*) Total traffic
Total revenue of €54.5 million is down 11.2% (€6.9 million) on 2005. This is due to that the figure for
the previous year included income linked to insurance payouts (€11 million) to cover a claim for
damages filed following the accident of 1999. The €4.0 million rise in toll revenues reflects traffic
growth of 3.6%, primarily relating to the heavy component as a result of closure of the Frejus Tunnel
from 4 June to 4 August 2005, and toll charge increases applied during 2006 (up 2.24% for light
vehicles and up 3.96% for heavy traffic from 1 January; up 1.98% from 1 July in order to keep pace
with the average inflation rate in Italy and France during the previous year).
Gross operating profit (EBITDA) is up €7.2 million, thanks primarily to increased toll revenues. The
increase in investment, totalling €3.3 million, primarily reflects the agreement with the French
concessionaire, ATMB, regarding fair allocation of the costs involved in rebuilding the tunnel.
Relations with ANAS during 2006 focused on a review of the concession arrangement, above all with
regard to an extension of the concession term to 2050. The aim is to compensate the company for the
charges incurred as a result of the tunnel’s closure after the serious accident of 1999. Parallel
negotiations involving the French and Italian concessionaires and the European Commission in
Brussels came to an end in 2006, with the Commission giving its green light to the two applications for
an extension. As a result, the new concession term of 2050 was inserted into the text of the new
“International agreement between Italy and France regarding the Mont Blanc Tunnel”, which was
already being drawn up in 2005. The document was subsequently ratified by the relevant ministers
from the two countries in November 2006. The Agreement between Italy and France forms an
essential basis for execution of a new Concession Agreement. The required technical and financial
documentation has already been submitted to the concession provider.
121
Spea - Ingegneria Europea
Group’s interest: 100%.
The company supplies engineering services, above all to Autostrade per l’Italia. It offers design, works
supervision and monitoring services for upgrading and extraordinary maintenance of the network.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
EBITDA margin
Investment
Net funds
Average workforce (no.)
99.1
24.9
25.1%
0.8
25.9
493.0
90.3
17.8
19.7%
1.7
10.1
472.0
Total
%
8.8
7.1
-0.9
15.8
21.0
9.7%
39.9%
-52.9%
-61.8%
4.4%
Revenue amounts to €99.1 million, representing a rise of 9.7% (€8.8 million) on 2005. This is primarily
due to an increase in design and works supervision activities. 92% of the company’s revenue was
earned on services provided to the Group.
Gross operating profit (EBITDA) of €24.9 million is up €7.1 million, reflecting the increase in revenue
and a reduction in operating costs, despite a rise in staff costs as a result of an increase of 21 in the
workforce.
Net funds amount to €25.9 million at 31 December 2006 (compared with €10.1 million at 31
December 2005).
122
Pavimental
Group’s interest: 71.7%.
The company, which has traditionally operated as a motorway maintenance provider, also carries out
road surfacing for Autostrade per l’Italia and other concessionaires in the Group. It is currently
engaged in carrying out a number of major infrastructure works for Autostrade per l’Italia.
(€m)
INCREASE/(DECREASE)
2006
Revenue
EBITDA
EBITDA margin
Investment
Net financial indebtedness
Average workforce (no.)
518.0
19.9
3.8%
14.3
17.5
691.7
2005
323.7
11.1
3.4%
18.4
14.1
636.0
Total
%
194.3
8.8
-4.1
3.4
55.7
60.0%
79.3%
-22.3%
24.1%
8.8%
Revenue for 2006 (€518.0 million) is up €194.3 million (60%), due to increased road maintenance
work (up €56 million) and progress made on major infrastructure works ( up €131.8 million).
The increase in the workforce (up 55.7 or 8.8%) is closely linked to the volume of work being carried
out.
Gross operating profit (EBITDA) for 2006 is up €8.8 million on 2005. Compared with the previous
year, investment is down €14.3 million. This reflects a normalisation of plant and equipment
procurement after the significant investments of the previous two years.
Net financial indebtedness amounts to €17.5 million at the end of 2006 (€3.4 million up on 31
December 2005). This essentially reflects the movement in working capital deriving from an increase
in operating activities.
123
EsseDiEsse Società di Servizi
Group’s interest: 100%.
EsseDiEsse provides administrative, accounting, personnel and facility management services to other
Group companies.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
EBITDA margin
Net funds
Average workforce (no.)
29.2
3.7
12.7%
15.0
316.0
25.4
2.9
11.4%
13.0
41.0
Total
%
3.8
0.8
2.0
275.0
15.0%
27.6%
15.4%
670.7%
The increase in revenue (up 15% or €3.8 million on 2005) is due to a review of contracts already
acquired in 2005 (up €3.3 million) and the acquisition of new customers (Autostrada Torino–Savona)
for the company’s administrative services (up €0.4 million).
The rise in revenue, partially offset by an increase in the cost of leasing the business unit (up €2.9
million), results in gross operating profit (EBITDA) of €0.8 million.
Net funds amount to €15 million at 31 December 2006, marking an increase of €2.0 million due to free
cash flow during the year.
The increase in the average workforce reflects the fact that the company’s staff, which were
previously on secondment, are now covered by the lease agreement with Autostrade per l’Italia.
124
Infoblu
Group’s interest: 100%.
Infoblu provides traffic information services.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
Net funds
Average workforce (no.)
1.9
0.5
4.1
8.1
Total
1.3
0.4
4.1
9.3
%
0.6
0.1
-1.2
46.2%
25.0%
-12.4%
Revenue is primarily generated by the sale of the traffic information processed by the company to
third parties and the fees received in return for the analysis, design and development of traffic
information software for Autostrade per l’Italia.
The increase in revenue (up 46.2% or €0.6 million on 2005) is due to new services offered to
telecommunications operators, the transfer to Autostrade per l’Italia of ownership of information
supply contracts entered into with radio and TV broadcasters, and grants received in relation to
participation in European projects.
Revenue growth is partially offset by royalties paid for use of Autostrade per l’Italia’s technology
platform.
125
Towerco
Group’s interest: 100%.
Towerco builds and manages “ready-to-use sites” designed to host telecommunications equipment
under co-siting arrangements.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
Investment
Net funds
Average workforce (no.)
10.7
6.8
8.2
8.4
9.6
Total
7.3
4.1
5.8
14.2
7.8
%
3.4
2.7
2.4
-5.8
1.8
46.6%
65.9%
41.4
-40.8%
23.1%
The 46.6% growth in revenue reflects an increase in the number of multi-operator sites rented, with
the number of sites up and running at the end of 2006 totalling 168 (up 44 on 2005).
Gross operating profit (EBITDA) for 2006 amounts to €6.8 million, marking an increase of 65.9% on
the figure for 2005. This reflects the increase in sites built and managed by the company.
Net funds have declined from €14.2 million in 2005 to €8.4 million in 2006, following investment during
2006 (€8.2 million).
126
Ad Moving
Group’s interest: 75%.
The company operates in communication and advertising.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
Investment
Net financial indebtedness
Average workforce (no.)
16.9
1.4
2.6
1.4
8
Total
15.7
2.3
2.3
9
%
1.2
1.4
0.3
-0.9
-1.0
7.6%
N.S.
13.0%
-39.1%
-11.1%
The company, which was set up to manage and sell advertising throughout the motorway network
(billboards at service areas, roadside billboards, sale of advertising on the Infomoving TV channel)
and within other transport infrastructures, began operating on 1 January 2005.
Revenue, which is generated primarily by advertising displays at motorway service areas and
advertising at ports and interports, amounted to €16.9 million in 2006, marking an improvement of
€1.2 million (7.6%) on 2005.
The increase reflects expansion of the company’s business (agreements for the exploitation and
installation of billboards on the Turin-Savona motorway, the motorway managed by SAT, and on
other motorways in north-western Italy, such as the Turin-Milan, Turin-Piacenza, Turin-Aosta, the
Autostrada dei Fiori, the Autostrada Ligure Toscana and the motorway serving the Frejus Tunnel),
from the second half of 2005.
Gross operating profit (EBITDA) amounts to €1.4 million (zero in 2005, the company’s first year of
operation). In addition to revenue growth, the improvement reflects a slight reduction in operating
costs, compared with the previous year. These costs primarily regard fees paid for the use of
advertising space and equipment.
Investment regards the purchase and installation of advertising billboards, which are located mainly
on Autostrade per l'Italia’s motorway network.
127
Autostrade International Us Holdings Inc.
Group’s interest: 100%.
Autostrade International US Holdings is a wholly owned subsidiary of the Luxembourg-based holding
company, Autostrade Participations. Via its subsidiary, Autostrade International of Virginia O&M, the
company manages and maintains the Dulles Greenway, the 14-mile stretch of motorway that
connects Dulles International Airport with Leesburg, Virginia.
The figures shown in the following table refer to consolidated amounts for Autostrade International US
Holdings and its subsidiary, Autostrade International of Virginia O&M.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
Net funds
Average workforce (no.)
4.8
0.5
1.7
70
Total
4.8
0.4
1.2
67
%
0.1
0.5
3.0
25.0%
41.7%
4.5%
Revenue primarily consists of management and maintenance fees. Gross operating profit (EBITDA)
for the year is slightly up on the figure for 2005.
128
Port Mobility
Group’s interest: 70%.
This company manages mobility services at ports.
(€m)
INCREASE/(DECREASE)
2005
2006
Revenue
EBITDA
Investment
Net funds
Average workforce (no.)
2.4
0.1
1.0
0.5
1
Total
1.0
-0.1
0.4
0.3
1
1.4
0.2
0.6
0.2
0.0
%
140.0%
-200.0%
150.0%
66.7%
-
The company holds a thirty-year licence to provide mobility services and the related maintenance for
the port authority that operates at Civitavecchia, Fiumicino and Gaeta, under an agreement executed
in May 2005.
At Civitavecchia the company is responsible for managing access to the port and mobility within the
port itself, road maintenance, traffic signs, traffic information and a shuttle service, provided mainly for
cruise ship passengers.
Revenue for 2006 includes €0.9 million generated by services supplied to the port authority and €0.2
million by services provided directly to port users. Revenue also includes grants from the concession
provider under the Agreement, totalling €1.2 million.
Gross operating profit (EBITDA) amounts to €0.2 million.
Investment refers to work on construction of the new Vespucci Entrance and car parks for trailers and
cars.
129
SUBSEQUENT EVENTS AT 31 DECEMBER 2006
Surcharge applied to tolls
As a result of Law 296/2006, from 1 January 2007 surcharges on tolls have undergone changes via
cancellation of the grant received from the Central Guarantee Fund and the introduction of a new
surcharge to be paid entirely to ANAS (and, unlike the previous surcharge, to be also applied to SAM
and Tangenziale di Napoli). The new surcharges are as follows: i) 2 thousands of a euro per kilometre
from 1 January 2007, 2.5 thousands of a euro per kilometre from 1 January 2008 and 3 thousands of
a euro per kilometre from 1 January 2009 for toll classes A and B; ii) 6 thousands of a euro per
kilometre from 1 January 2007, 7.5 thousands of a euro per kilometre from 1 January 2008 and 9
thousands of a euro per kilometre from 1 January 2009 for toll classes 3, 4 and 5.
Stalexport
On 14 February 2007 a general meeting of Stalexport’s shareholders approved a capital increase of
€89.5 million reserved to Autostrade at a price of 2.2458 zlotys per share. As a result, in accordance
with the agreements executed, Autostrade will have a controlling interest of 50% plus one share in
the company after the increase, in return for the investment of a further €52 million (in addition to the
previous investment of approximately €17 million in order to acquire 21.7% of the company).
Autostrade SpA paid for the new shares on 27 March 2007. Having acquired a controlling stake of
50% plus one share, under Polish law Autostrade is required to launch a public tender offer to
purchase up to 66% of the company’s share capital.
IGLI
On 27 February 2007, Autostrade per l'Italia completed the acquisition of a further 3,216,000 shares
in IGLI SpA (“IGLI”) from Tesir Srl, thereby raising its stake in IGLI to 33.3% The cost of the
transaction was €48.9 million.
Autostrade per l’Italia has invested a total of €73 million in IGLI.
Following the decision by mutual consent to terminate the shareholder agreement originally executed
by the IGLI’s founding shareholders in June 2005, Autostrade per l'Italia has agreed the basic terms
of a new agreement with Argo Finanziaria and Immobiliare Lombarda.
The new agreement, which will be effective until 12 June 2008, envisages a voting trust to elect the
boards of directors and auditors of IGLI and Impregilo, and qualified majorities for the adoption of
resolutions by the general meetings and the boards of directors of IGLI and Impregilo. The agreement
also envisages (i) the lock up of the shares held by IGLI’s shareholders throughout the term of the
new agreement; (ii) a procedure enabling a shareholder who is not in agreement with certain
resolutions passed by Impregilo’s board of directors to withdraw; (iii) a procedure governing the
consequences for shareholders of a public tender offer for Impregilo’s shares; and (iv) the liquidation
130
of IGLI on expiry of the agreement and the resulting allocation of Impregilo shares to shareholders in
proportion to their holdings in IGLI.
Restructuring
The Board has approved a restructuring plan to be proposed to the General Meeting of shareholders.
The plan is designed to provide clearer distinction between the roles of Autostrade SpA and
Autostrade per l'Italia SpA within the Group. As a result, Autostrade SpA has the exclusive role of
holding company with responsibility for growth strategies, whilst Autostrade per l’Italia will maintain its
role as an operating parent company involved in the management of infrastructure under concession.
131
OUTLOOK
Economic forecasts for 2007 lead us to expect the Group’s operating performance to be in line with
the previous year, taking account of positive traffic trends in early 2007. It should be noted, however,
that art. 1, section 1020 of Law 296/2006 has provided for an increase in the concession fee to be
paid to the public concession provider by concessionaires from 1% to 2.4% of net toll revenues. This
will have an impact on the operating performance and financial position of concessionaires.
The economic and financial effects of the eventual application of Law 286/2006 (as subsequently
added to and amended) are not currently quantifiable, in that:
•
the regulations and resulting implementation measures contain elements of law that, based on the
outcomes of pending appeals and legal actions, including those undertaken at EU level, may not
actually be applicable;
•
the regulations and resulting implementation measures, above all those deriving from CIPE Ruling
1/2007, contain elements that are so vaguely defined as to render it impossible to carry out any
reasonable quantification of their impact if actually applied.
132
ADDITIONAL INFORMATION
Appeal before Lazio Regional Administrative Court against the Ministry of the
Environment and the Ministry of Culture
In July 2004, with a request submitted to the Ministry of the Environment and the Ministry of Culture,
Autostrade per l’Italia SpA initiated an environmental impact assessment procedure regarding works
to widen the Barberino-Florence North section of the A1 motorway to three lanes.
This procedure was promptly undertaken so that the works could be completed at around the same
time as the works carried out on the Variante di Valico and the works to upgrade the Florence North–
Florence South section, in order to prevent the Barberino-Florence North section from creating traffic
problems on completion of the latter works.
Despite the fact that Autostrade per l’Italia SpA promptly submitted clarifications and additional
documentation on several occasions at the request of the above ministries, and also took part in
several meetings, the ministries did not express any opinion.
Consequently, given that any further delay would only have aggravated the above-mentioned traffic
difficulties, Autostrade per l’Italia SpA was obliged to appeal to the Lazio Regional Administrative
Court against the Ministry of the Environment and the Ministry of Culture on 28 February 2007.
Briefly, in the appeal Autostrade per l’Italia SpA requested a declaration of tacit non-compliance by
the said ministries and designation of a 30-day period during which they should take action.
Moreover, in case of further inaction subsequent to designation of the period, Autostrade per l’Italia
requested appointment of an Acting Commissioner. The date of the hearing to discuss the appeal has
been fixed for 4 April 2007.
Other ongoing litigation
Autostrade per l’Italia is the defendant in two actions brought before Lazio Regional Administrative
Court regarding toll charges. The actions, which have been brought by Codacons and other
consumers’ associations, aim to challenge the toll increases introduced in 1999 and 2003.
Autostrade per l’Italia is also the defendant in an action brought before Lazio Regional Administrative
Court in 1999 by the WWF Italia. This action, which has been brought against the Cabinet Office, the
Ministry of Public Works, the Treasury Ministry, ANAS and Autostrade, aims to obtain an injunction
blocking implementation of the agreement between ANAS and Autostrade, dated 4 August 1997.
Above all, the WWF is challenging the method by which Autostrade’s concession was renewed from
2018 to 2038, which took place without a public tender.
Lazio Regional Administrative Court, in its Order of 23 September 1999, turned down the request for
an injunction.
Autostrade per l’Italia also has two actions pending before Lazio Regional Administrative Court,
regarding cancellation of:
133
•
ANAS SpA’s letter of 12 June 2006 in which ANAS ruled that all motorway concessionaires are to
be subject to "the regulations governing the award of contracts to carry out public services, works
and supplies and, therefore, to the same restrictions applied to contracting authorities in the strict
sense of the term ". Similar appeals have been filed by all the Group’s concessionaires (with the
exception of RAV). A date for the hearing to discuss the appeal has yet to be fixed;
•
ANAS SpA’s letter of 19 July 2006, in which ANAS requested provisions to be made in the
financial statements for the benefits deriving from the delay in carrying out investments. Similar
appeals have been filed by all the Group’s concessionaires (with the exception of Traforo del
Monte Bianco and RAV). The date of the hearing to discuss the appeal has been fixed for 9 May
2007.
Finally, Autostrade per l’Italia is the defendant in a number of legal actions regarding expropriations,
tenders and claims for damages deriving from motorway activities.
At the present time the outcomes of the above litigation proceedings are not expected to result in
charges to be incurred by Autostrade per l’Italia.
134
SHAREHOLDINGS OF DIRECTORS, STATUTORY AUDITORS, GENERAL MANAGERS AND
OTHER MANAGERS WITH STRATEGIC RESPONSIBILITIES
NAME AND SURNAME
Gian Maria Gros-Pietro (Chairman)
Giovanni Castellucci (CEO)
Salvador Alemany Mas (Director)
Gilberto Benetton (Director)
Alberto Bombassei (Director)
Amerigo Borrini (Director)
Roberto Cera (Director)
Alberto Clò (Director)
Sergio De Simoi (Director)
Piero Di Salvo (Director)
Antonio Fassone (Director)
Guido Ferrarini (Director)
Vito Gamberale (Director)
1
Giuseppe Guarino (Director)
2
Gianni Mion (Director)
Giuseppe Piaggio (Director)
Luisa Torchia (Director)
3
Marco Spadacini (Statutory Auditor)
Tommaso Di Tanno (Statutory Auditor)
Raffaello Lupi (Statutory Auditor)
Angelo Miglietta (Statutory Auditor)
Giovanni Quaglia (Statutory Auditor)
Alessandro Trotter (Statutory Auditor)
Giuseppe Maria Cipolla
(Alternate Auditor)
Giandomenico Genta
(Alternate Auditor)
COMPANY
INVESTED IN
NO. OF
SHARES
PURCHASED
NO. OF
SHARES
SOLD
NO. OF
SHARES HELD
AT END OF
CURRENT
YEAR
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
1.500
-------
-------
1.500
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
-------
NO. OF SHARES
HELD AT END
OF PREVIOUS
YEAR
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
Autostrade
SpA
(1)
CEO in office until 2 May 2006. Resigned his position as a Director by letter dated 21 May 2006.
Resigned as a Director on 2 May 2006.
(3)
Appointed by the General Meeting of 30 June 2006 to replace Vito Alfonso Gamberale, who had resigned.
(2)
135
SUSTAINABILITY SECTION
The Autostrade Group’s Mission
Autostrade is a Group of companies made up of people working together to plan, build, expand and
manage a motorway network of benefit to the social and economic development of the country and to
ensure safe mobility.
The Autostrade Group’s social responsibility centres on the management and development of its
own infrastructures, which demand constant commitment in order to ensure high levels of
functionality, efficiency and safety.
The infrastructure network managed by the Autostrade Group is a key part of the country’s
communication and trading system and of its relations with other countries. Responsibility for its
management gives Group companies a role of great social importance.
Creation of the motorway network has been fundamental to Italy’s modernisation and the Autostrade
Group, via its substantial investment plans, is certain to contribute even further to the development of
infrastructure serving Italy and Europe.
Network extension also involves putting down deep roots and interacting closely with the
environment where the Group operates; it requires that environmental problems and the specific
needs and characteristics of the various locations be placed at the centre of attention.
This is the backdrop against which the Autostrade Group’s sustainability policies are set.
Thus, the commitments made to the community are fundamental in order to guarantee high
standards of service on the network, to successfully carry out the works deemed necessary to
complete and upgrade the network, and to protect and enhance the value of the environment and
local areas, in line with the Group’s mission.
Some years ago, Autostrade launched a process designed to ensure that its commitment is
increasingly transparent, explicit and formalised. This led the Group to undertake a series of
initiatives:
•
adoption of a governance system with the related codes of conduct (the Corporate
Governance Code, the Code of Ethics, the Code of Conduct for Internal Dealing);
•
certification of certain key processes and the implementation of a quality system that is
constantly updated and improved;
•
publication of the Environmental Charter and the setting up of the Environmental and Social
Responsibility Committee, with the aim of coordinating and driving sustainable development
initiatives;
•
ongoing interaction with the financial community and rating agencies on the subject of
sustainability;
•
signing up to the United Nations Global Compact project, which aims to promote corporate
social responsibility with the ultimate goal of building a more sustainable and nondiscriminatory global economy. Companies that sign up are committed to supporting the ten
136
principles designed to safeguard human rights and labour, protect the environment and fight
corruption;
•
at the beginning of 2005, together with many other large companies, the Group signed up to
the World Economic Forum’s Partnering Against Corruption Initiative (PACI), in support of a
zero tolerance policy regarding corruption.
In 2006 some important results were achieved and some significant step were taken in the Group’s
sustainable development strategies, which have been underway for some time now.
There were some positive results in terms of new certification of areas of activity carried out in the
Group. Of these, mention should be made of:
•
certification in September of the system for managing workers’ health and safety, in accordance
with OHSAS 18001, for the Group’s headquarters in Rome and Florence. This achievement is
especially important as regards the commitments undertaken on signing up to the Global
Compact project, in that it is aimed at improving the overall performance of the Group’s social
responsibility;
•
ISO 14001 certification of the environmental management system regarding the “design,
preparation, installation and maintenance of technology systems located on roads and
motorways pertaining to toll collection and access control and information provided to travellers”.
It is Autostrade per l’Italia’s first environmental certificate and confirms that the Company’s
activities are carried out in a manner that fully respects the environment;
•
ISO 14001 certification of a large part of the activities carried out by Pavimental, the Group
company responsible for road maintenance. The process was begun in 2004 and completed in
2006 with the certification of the environmental management systems of the Rome office and 5
of the company’s facilities. The company’s and the Group’s organisation was strengthened in
order to better oversee some of the sensitive areas from the point of view of sustainability;
•
a general plan for environmental protection and management of related risks is being put
together, so as to better coordinate the activities carried out by different areas of the Group, and
a specific unit is being created for this purpose;
•
the setting up of a “risk management” unit, whose objective is to improve the process of
identifying, managing and monitoring business risks;
•
the setting up of a unit devoted to social responsibility and entrusted with promoting social
initiatives benefiting employees and the community. Its activities are coordinated by the “Ethical
committee”, whose members also comprise labour union representatives.
As regards relations with stakeholders, the agreements signed with local authorities regarding safety
and the environment are especially important as are the initiatives promoted in collaboration with
consumer associations. These include:
•
the agreement with Emilia Romagna Regional Authority and with some of the region’s provincial
and municipal authorities, as well as with the highway police and the consortium for the high-
137
speed rail link connecting Milan and Bologna, regarding emergency management and
environmental protection;
•
the agreement with municipalities adhering to the Low Impact Fuel Initiative (ICBI), to promote
the use of fuels having a low impact on the environment;
•
ongoing participation in initiatives promoted by the Council for Service Quality and Safety, a body
set up in collaboration with some consumer associations, in which highway police and other
bodies and institutions also take part. The objective is to identify and agree on actions and plans
to improve motorway services and the level of infrastructure safety;
•
implementation of the "conciliation procedure", the result of an agreement signed with the
consumer associations, Adoc, Codacons and FederConsumatori. Thanks to this agreement,
Autostrade per l'Italia’s customers, represented by these associations, are able to easily and
rapidly resolve, free of charge, certain types of disputes with the Company.
Finally, as regards environmental matters, the search for alternative energy sources is at the centre
of a project drawn up as part of the agreement signed in 2004 with the Ministry of the Environment.
December 2006 saw delivery of the project to build a photovoltaic roof for the parking area at the
Rome South toll station. Subsequent to experimentation with this type of installation, a plan will be
put together to build similar facilities in different motorway areas, with a view to boosting the use of
“clean” energy in the management of our motorways.
138
AUTOSTRADE GROUP: 10 YEARS OF PROGRESS TOWARDS SUSTAINABLE DEVELOPMENT
2006
“Risk
management”
and “social
responsibility"
units established
Participation in the
UN’s GLOBAL
COMPACT
Code of
Ethics
Service
charter
Launch
of Quality
System
Organisational,
Management and
Control Model
Code of
Conduct
for
Internal
Dealing
Social and
Environmental
Report
1997- 2001
2002
Agreement with the
Ministry of the
Environment
Environmental
Charter
Consultative
Committee for
Public Service
Functions
Environmental
and Social
Responsibility
Committee
Joint
committee
with Intesa
Consumatori
2003
2004
139
Staff Policy
Document
Environmental
certifications
Agreements
with local
authorities for
air quality
Participation
in the World
Economic
Forum’s anticorruption
initiative
Launch of the
photovoltaic
development
plan
Consultative
Committee for
Safety and
Service
Quality
established
2005
2006
Stakeholders
The Autostrade Group pays constant attention to its stakeholders. For the Group’s individual
concessionaires, this commitment is confirmed via contractual accords contained in the concession
agreements with ANAS, and reinforced by the declarations of commitment and by the internal codes
of conduct aimed at the various categories of stakeholder involved in the Group’s activities.
Monitoring of correct application of these codes is carried out by specifically appointed committees.
OVERVIEW OF AUTOSTRADE’S STAKEHOLDERS
Principal sustainability indicators
The table below provides the performance figures for the principal sustainability indicators for the last
three years, broken down by category of stakeholder to which they refer.
The indicators represent the Group’s main areas of commitment, in relation to the macro-objectives in
which the Group defines its mission:
•
strive to improve the levels of service provided by the network;
•
positively exploit human resources and protect the workplace environment;
•
ensure maximum commitment to carrying out the investment plan entrusted to the Group;
•
pay the utmost attention to safeguarding the environment and local areas and to engage in
dialogue with local communities.
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SUSTAINABILITY INDICATORS
Macro-objectives
Indicators
CUSTOMERS
2004
2005
2006
Improvement of the levels
of service as regards its
main components: safety,
traffic flow, quality of the
service areas
Accident rates:
no. of accidents per 100 million km travelled
no. deaths per 100 million km travelled
Traffic flow rate:
no. of hours of traffic hold-ups (*)
Assistance rates:
no. of variable message panels on motorways
% of calls handled by the Traffic Call Centre
Service area rating (1)
Customer satisfaction index
51.3
0.64
49.9
0.60
46.8
0.60
504
489
382
716
93%
89.8
6.68
859
97%
95.3
6.76
911
99%
97.1
6.71
9,135
431
5.8%
12.8%
8,973
461
6.2%
13.9%
9,045
427
7.1%
13.8%
8.9%
5.2%
9%
10.3%
8.7%
4.3%
-
1,536
836
-
310
273
8,219
n.a.
10,604
30%
6,331
31%
Motorway investments (€m)
624
852
1,177
Donations and contributions (€000)
300
400
460
25,397
31,725
37,926
3.5
3.5
3.6
n.a.
533
1,365
n.a.
n.a.
21%
43%
53%
65%
109
133
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STAFF
Stable employment and
equal opportunities
Motivation and positive
exploitation of human
resources
Professional development
Employment rates:
Permanent staff (2)
Temporary staff
% staff working part time
% female employees
Management indicators:
Rate of absenteeism (3)
Rate of turnover (2)
Mobility:
- horizontal (change to an equal employment level)
- vertical (rise in employment level)
Training:
no. of days of training
% participants out of total staff
COMMUNITY
Investment
Corporate giving
ENVIRONMENT
Environmental monitoring:
Control of environmental
impacts
Optimum use of natural
and energy resources
Reduction of
environmental impacts
total no. of environmental parameters measured
Energy:
Consumption of electrical energy/kilometres travelled
(Mw/h per million km travelled)
no. of photovoltaic installations (*)
Recycling of materials:
% of road resurfacing completed with recycled materials (*)
Noise:
% of the Group’s network with noise-absorbing draining
pavement
km of acoustic barriers on the Group’s network
(*)
The indicators marked with an asterisk solely regard Autostrade per l’Italia.
The method of evaluating service areas has changed with respect to that used throughout 2005; the figure for 2005 has been
recalculated in accordance with the new system.
(2)
The figure for 2005 was affected by the disposal of the subsidiary, Europpass, with the consequent exclusion of the
company’s personnel from the Group’s headcount.
(3)
The rate of absenteeism is calculated as the ratio of the total number of hours of absenteeism ( illness, injury, paid and
unpaid, strikes and absences of manual workers due to “bad weather”) and the total number of hours worked by all permanent
staff.
(1)
The above indicators are largely positive.
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As more fully described below, there was a general upward trend in the level of services provided by
the network and substantial stability in the customer satisfaction index.
As regards staff, the overall level of employment rose, whilst the rate of women employed remained
unchanged. The drop in the number of days of training was due to a general reduction in training
activity financed by external entities. In contrast, the resources devoted to self-financed training
activities rose, as did the number of staff participating in the activities.
As to horizontal mobility, it should be remembered that the figure for 2005 was affected by the
reorganisation of motorway sections, which involved a notable number of people moved sideways.
Resources devolved to the community in terms of donations and contributions rose.
Environmental indicators also reported a generally positive trend.
The indicator of energy efficiency, which was higher in 2006 than in 2005, showed a worsening that is
strictly linked to energy needs deriving from the improvement and upgrading of motorway services.
The related works involved an enormous increase in the amount of electricity consumed. A more
detailed analysis is provided in the section on the environment.
Organisational and management systems and certification
Organisation
From the point of view of organisation, the themes of social and environmental sustainability involve
all of Group’s main structures, supported by specific bodies. The main ones include:
•
the “Risk Management” unit, set up to strengthen the internal control system in line with legislation
regarding Corporate Governance and best practices;
•
the “Social Responsibility Initiatives” unit, which operates within the Department of Resources,
Organisational Development and Quality;
•
the “Quality” unit, which coordinates the quality system and supports certification activities;
•
the “Social and Environmental Reporting and sustainability policies” unit, which prepares the
sustainability section and provides support to the Environmental and Social Responsibility
Committee;
•
the “Technical Services” unit, which is responsible for coordinating and supporting Environmental
Impact Assessment procedures;
•
the “Service Areas – Environment and Testing Project Management” unit, which coordinates the
environmental management of service areas;
•
the “Environmental Protection” unit, the most recent, which is responsible for drawing up an
environmental protection plan for Autostrade per l’Italia.
The Environmental and Social Responsibility Committee, set up at the beginning of 2004 with a view
to establishing continuous and reliable oversight of environmental and social issues, is currently
undergoing renewal. The objective is to give the Committee a new structure that reinforces its role as
coordinator of the Group’s initiatives and promoter of sustainable development policies.
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In order to ensure that the Committee’s activities are ongoing, Autostrade’s Board of Directors have
decided that, on a temporary basis, the Committee will continue to be comprised of representatives
from the Company’s departments most directly involved and that it will be chaired by Prof. Chiara Mio,
formerly an external member of the Committee.
Certification of processes
The Autostrade Group’s quality system is based on a Total Quality Management approach and the
self-assessment model devised by the European Foundation for Quality Management (EFQM).
A plan was drawn up which, over time, has resulted in the certification of “crucial” processes for
Group companies.
At the end of 2006, Autostrade per l’Italia obtained ISO 9001 quality certification for the following subsystems and processes:
•
“design and management of the data acquisition and control processes regarding: accident rates,
traffic, accessibility, traffic flows and the quality of service provided at service areas”, a subsystem that includes the key processes of motorway services monitored by principal indicators of
the Quality Report, which are also fundamental to calculating the formula for changes in toll rates;
•
“design and management of the acquisition and diffusion of information regarding road conditions,
via the media and the call centre”, in order to ensure the timeliness and correctness of the
information provided to travellers through the media and the call centre;
•
“design and management of the process for monitoring the quality of services provided at service
areas”, in line with the provisions of the agreements with sub-concessionaires as to the services
to be provided;
•
“design and provision of the service for the authorisation of exceptional transports and the related
monitoring of the motorway network”, in order to ensure the customer’s safety during travel, the
smooth flow of motorway traffic and the supply of a delicate service to a particular professional
clientele;
•
“design of the index of traffic flow on the motorway network and management of the processes of
data collection and processing and diffusion of the index”, so as to provide objective evidence of
motorway conditions;
•
“design and execution of the monitoring and coordinating (so-called “control room” and/or
“management headquarters”) of services supplied by the Global Server for motorway
infrastructure”, in order to demonstrate the capacity to ensure the correct monitoring of levels of
service provided by the Global Server and to understand and meet the needs of internal and
external customers and the various interests of different stakeholders;
•
the “design, construction and sale of prototype technological systems regarding toll collection,
access control and similar functions, to be used within the context of mobility”, in relation to the
marketing of systems developed by Autostrade per l’Italia;
•
the “design of testing methods and equipment; tests carried out on metals, concrete, and bitumen
conglomerates; surveys and measurements of road characteristics”, in relation to the Fiano
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Romano data collection centre and the Rome road network database, which effect analyses and
surveys relating to network monitoring and maintenance activities.
As mentioned above, 2006 saw two new important certifications:
•
ISO 14001:2004 certification regarding the “design, preparation, installation and maintenance of
technological systems for toll collection, access control and information to travellers on roads and
motorways”. This was Autostrade per l’Italia’s first environmental certification. The processes
certified regard particularly complex aspects of motorway operations, which also impact on
travellers’ safety;
•
OHSAS 18001 certification, based on the British Standard Institution model, regarding the
“management of infrastructures and motorway services and supply of the related support
activities”. This certification, which regarded Autostrade per l’Italia’s headquarters in Rome and
Florence, bears witness to the Company’s commitment to safety and health issues affecting its
own staff during work activities, in full respect of existing legislation, beginning with Legislative
Decree 626/94.
As regards the Group, other important processes have also been certified.
SPEA, the Group’s engineering company, has been certified since November 1998. The company
was first awarded ISO 9001 certification for the “development of transport studies and plans, design,
works supervision, testing, monitoring terotechnology (planned maintenance engineering) for
transport infrastructure and building works”. In 2004 this certification was extended to all operating
units and SPEA was awarded additional ISO 9001 certification for the monitoring of different
environmental components via the survey of environmental quality indicators, using its own
instrument system and processing the data collected through the use of IT and GIS tools
Pavimental, the company that deals with road maintenance, has been awarded ISO 9001:2000
certification for its quality system. The certification was issued by ICMQ and regarded the company’s
Rome offices and 14 operating units located in other areas, regarding the production of bitumen
conglomerates, modified bitumen, application of bitumen conglomerates, road surfacing and
construction of special superstructures.
Moreover, since 2004, the company has begun a process aimed at obtaining ISO 14001 certification
of its environmental management systems. In 2006, it was awarded ISO 14001 certification regarding
the “production and use of bitumen conglomerates for the construction and maintenance of road,
motorway and airport surfaces” for its Rome offices and for 5 other operating sites.
SAM, the subsidiary that operates the Naples – Pompeii – Salerno motorway, has been awarded
renewed and updated certification in accordance with EN UNI ISO14001: 2004 regulations for the toll
station at Castellammare di Stabia. Certification was first received in 2002.
144
Reference models
The organisation and content of the sustainability section comply with the international guidelines
established by the GRI (Global Reporting Initiative). Although new guidelines (G3) have recently been
published, it was decided to follow the June 2002 guidelines in the preparation of this Report.
Moreover, this section is in line with the principles established by the GBS (the study group for social
reporting).
145
CORPORATE GOVERNANCE
A summary of information on corporate governance is provided here. The complete text of the
Corporate Governance Report prepared in accordance with the guidelines established by Emittenti
Titoli and Assonime is provided as an annex.
The Autostrade Group deems accessibility and transparency of information to be a priority. The
following documents regarding Corporate Governance and Sustainability are thus available in both
Italian and English at www.autostrade.it/investor/corporate:
•
The Corporate Governance Code
•
The Articles of Association
•
General Meeting Regulations
•
The Annual Corporate Governance Report
•
The Code of Conduct for Internal Dealing
•
The Procedure for Market Announcements
•
The Procedure for Related Party Transactions
•
The Code of Ethics
•
The Service Charter
•
Documents submitted to the General Meeting for Approval
•
Regulations for the Management and Coordination of the Autostrade Group
Since 1999 Autostrade SpA has complied with the Code of Conduct for companies listed on the
Italian Stock Exchange, updated in 2002. The related recommendations are fully integrated into the
Company’s own Corporate Governance code, except for those regarding a Nominations Committee,
which has not been established
(*)
.
In the first part of 2007 Autostrade SpA will take decisions regarding the new Code of Conduct for
companies listed on the Italian Stock Exchange, published in March 2006.
To this regard, up until December 2006, plans were underway for a merger between Autostrade SpA
and Abertis Infraestructuras SA. Had the merger taken place, the above code would not have been
applied to the new company, as this company would have been subject to Spanish regulations. In
view of the failure of the merger and the current process of restructuring Group companies, the
Corporate Governance Code will be rewritten in such a way as to partially or wholly comply with the
new Code of Conduct for companies listed on the Italian Stock Exchange. Sections of the Code of
Ethics regarding compliance with Italian and foreign legislation will also be revised accordingly.
The above activities will be carried out during early 2007 following completion of the restructuring.
(*)
This Committee was not established within Autostrade SpA’s Board of Directors as appointment of members of the Board
takes place in compliance with a procedure, provided for by art. 20 of the Articles of Association. Such procedure entails a
list vote, which is laid down in the Articles of Association in such a way as to make it transparent and in compliance with the
requirements of the Code of Conduct for Listed Companies.
146
Corporate governance regulations are supplemented by the provisions contained in the Articles of
Association and the General Meeting Regulations. The Articles of Association were amended by
an Extraordinary General Meeting held on 29 April 2004 to comply with new directives arising from
application of company law reform legislation.
Autostrade has also adopted an organisational model in accordance with Legislative Decree 231/01,
a procedure regarding related party transactions, a procedure for market announcements, a
procedure for reporting to the Board of Auditors and a Code of Conduct for Internal Dealing.
In order to conduct management and coordination activities pursuant to article 2497 et seq. of the
Italian Civil Code, Autostrade has drawn up specific Regulations regarding the ways in which the
holding company manages and coordinates Group companies. The complete text of the Regulations
is posted on the Company’s website. The Group’s management and coordination activities might be
reviewed when decisions are taken as to whether or not the Group will comply with the
aforementioned new Code of Conduct.
The Board of Directors
The Board of Directors, which is elected by General Meeting via a list vote procedure, is the body
responsible for managing the Company and:
•
has full day-to-day and extraordinary powers for the purposes of achieving the business purpose;
•
manages and coordinates the Group’s subsidiaries.
The Board of Directors currently comprises 15 members, including 13 non-executive directors and 2
executive directors (the CEO and the Chairman).
The opinions of non-executive directors carry significant weight in the passing of Board resolutions,
thereby ensuring that decisions are taken in the Group’s interest.
An adequate number of non-executive directors have been recognised as independent directors, in
accordance with the provisions of the Corporate Governance Code, which incorporates the principles
of the Code of Conduct for companies listed on the Stock Exchange (July 2002 version). The
independent members of Autostrade SpA’s Board of Directors are Bombassei, Clò, Di Salvo and
Ferrarini. Autostrade SpA’s Board of Directors met on 17 occasions during 2006. Of these, 3 were
held by the Board of Directors in office prior to the General Meeting of 7 April. The average
attendance was around 94% (the percentage of attendance for each director currently in office is
shown in Table 1). The Board meetings were attended by the Company’s General Manager (before he
attended the Board Meetings in the role of Director) and the Administration, Planning, Finance and
Investor Relations managers, as provided for in the Corporate Governance Code.
Eleven Board meetings are scheduled for 2007.
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Executive Committee
In 2005, during the call for tenders for the privatisation of motorways in France, the Board – in order to
keep sensitive information confidential and prevent potential conflicts of interest - deemed it
opportune to confer special powers to some directors for the joint evaluation of the strategy to be
implemented in the call for tenders. On 7 April 2006, via implementation of art. 28 of the Articles of
Association, the Board decided to make this solution permanent by setting up the Executive
Committee and conferring to it a series of powers solely regarding transactions to be carried out
overseas.
The Executive Committee is composed of 5 Directors: the Chairman, CEO and the members by right,
Directors Alberto Bombassei, Gianni Mion and Giuseppe Piaggio.
Since its incorporation, the Executive Committee has never met given that the Board of Directors has
directly dealt with foreign initiatives arising in 2006, also in the light of agreements reached during the
merger process.
Board of Auditors
The General Meeting of 7 April 2006 elected the Board of Auditors by list vote (which provides for the
election of two serving auditors and one alternate auditor by minority shareholders) for the period
2006-2008. The Board of Auditors currently comprises five serving auditors: Marco Spadacini,
Chairman (elected from the minority shareholders’ list, pursuant to art. 148 of Legislative Decree,
58/1998, subsequently amended by Law 262/2005), Tommaso Di Tanno, Raffaello Lupi, Angelo
Miglietta and Alessandro Trotter, and two alternate auditors, Giandomenico Genta and Giuseppe
Maria Cipolla.
Autostrade SpA’s Board of Auditors met on 12 occasions during 2006.
General Meetings
Autostrade’s Articles of Association and the General Meeting Regulations govern the conduct of
Ordinary and Extraordinary General Meetings. The directors encourage and facilitate the highest
possible attendance of shareholders at General Meetings, in particular by providing all the necessary
information and documents to ensure smooth running and aware participation at meetings. All the
Directors normally attend General Meetings.
Three meetings took place during 2006. The first was an Ordinary General Meeting held on 7 April
2006 in order to approve the financial statements for the year ended 31 December 2005, to appoint
the independent auditors, to authorise the purchase and sale of treasury shares, to determine the
number and appointment of Directors and the Chairman, to elect the Board of Auditors and its
Chairman. The second was an Ordinary and Extraordinary Meeting held on 30 June 2006, with the
Extraordinary agenda regarding approval of the planned merger between Autostrade SpA and Abertis
Infraestructuras SA and the Ordinary agenda regarding the election of new Directors. The third was
148
an Ordinary General Meeting held on 13 December 2006 to distribute a special dividend, subject to
the successful conclusion of the merger and not approved due to the aforementioned impediments to
consummation of the merger.
Chairman
Pursuant to art. 30 of the Articles of Association, the Chairman represents the Company in dealings
with third parties and legal authorities.
The Chairman performs an executive role as, in addition to powers conferred by legislation and the
Articles of Association, he is entrusted with the following duties:
•
ensuring that adequate information is conveyed between the Company’s Board of Directors and
subsidiaries’ bodies within the scope of management and coordination activities;
•
in line with programmes approved by corporate bodies, monitoring of general initiatives for
promoting the corporate and Group image;
•
in agreement with the CEO, following up the most significant legal problems that regard the
Company and the Group as a whole;
•
overseeing the progress of corporate matters and the correct implementation of the resolutions of
corporate bodies;
•
maintaining overall Company and Group relations with Italian and overseas authorities, entities
and organisations.
CEO
The Chief Executive Officer is responsible for implementing resolutions passed by the Board of
Directors.
The CEO submits proposals to the Board of Directors regarding:
•
strategic plans (business and financial) regarding Company and Group activities; and
•
interim forecasts and budgets.
Remuneration Committee
This Committee submits proposals to the Board of Directors regarding directors’ fees and any share
option plans or cash bonuses for employees of the Company or the Group.
The current members of the Committee are the non-executive director, Gianni Mion (Chairman), the
non-executive director, Amerigo Borrini, and the independent director, Guidalberto Guidi, who was
elected by minority shareholders. The Committee generally meets once every three months on the
Chairman’s initiative, and, at any rate, when necessary.
In 2006 the Committee held six meetings (the percentage of attendance by Committee members is
shown in Table 1) .
149
Internal Control and Corporate Governance Committee
This Committee advises, makes recommendations and generally assists in evaluating the adequacy
of the Group’s internal control and corporate governance systems.
Current members of the Committee are the non-executive director, Giuseppe Piaggio (Chairman), the
independent director, Piero Di Salvo and the independent director, Guido Ferrarini, who was elected
by minority shareholders. The Chairman of the Board of Auditors (or another serving auditor, at his
request) also takes part in the work of the Committee. Depending on the issues to be dealt with, the
Chairman of the Board of Directors, the CEO, all serving auditors, the head of Internal Auditing and
the managers of departments concerned, may be invited to take part. During 2006 the Internal Control
and Corporate Governance Committee met on 13 occasions (the percentage of attendance at
Committee meetings is shown for each individual member in Table 1).
Supervisory Board
Autostrade’s Supervisory Board was established in implementation of the provisions of Legislative
Decree 231/01 (and subsequent amendments, in particular those introduced by Legislative Decree
61/02) with the task of defining an organisation, management and control model for all the companies
of the Autostrade Group, in order to notify the Company’s responsibility with regard to unlawful
administrative actions. Autostrade’s Supervisory Board is chaired by Renato Granata, Emeritus
Chairman of the Constitutional Court and the First Honorary Adjunct Chairman of the Supreme Court.
During 2006 the Board met on 12 occasions and periodically reported to the Board of Directors, the
Board of Auditors and to the Independent Auditors, as activities regarding the updating of the
Organisational, Management and Control Model and the results of tests carried out.
Consultative Committee for Public Service Functions
The Consultative Committee for Public Service Functions advises the Board of Directors of
Autostrade SpA regarding the compliance of motorway subsidiaries with formal obligations arising
from relations with ANAS, and any other matter deriving from their relations with public authorities.
In carrying out its responsibility, this Committee must also independently examine the behaviour of
Autostrade per l’Italia and other motorway concessionaires as regards their respect of agreements
made with ANAS.
Considering the Committee’s specific task, and as part of the updating of the entire corporate
governance system, Autostrade SpA’s Board of Directors has decided to relocate the Committee
directly inside Autostrade per l’Italia.
Thus, in a meeting held on 21 July 2006, upon acceptance of the resignation of two of the
150
Committee’s three members, Prof. Ernesto Stajano and Prof. Angelo Piazza, it was decided to review
Autostrade SpA’s Corporate Governance Code, and, specifically to eliminate the Committee– which
consisted of only one member, Prof. Manin Carabba, subsequent to the resignation of the previous
two members – as a Corporate Governance body within Autostrade S.p.A and to reinstate it within
Autostrade per l’Italia SpA. Thus, in a meeting held on 6 October 2006, the Board of Directors of
Autostrade per l’Italia SpA approved the creation of the Consultative Committee for Public Service
Functions, composed of three members, Prof. Cesare Ruperto (Chairman), Prof. Andrea Monorchio
and Prof. Manin Carabba, who are to remain in office until 31 December 2008.
The Consultative Committee for Public Service Functions, in the person of Prof. Manin Carabba,
examined the investments carried out by Autostrade per l’Italia during the first half of 2006, and
presented the related report on 15 July 2006.
Procedure for Market Announcements
With approval of the most recent version in March 2006, which took account of the changes
introduced by Law 262/2005 (so-called “Savings Law”) and Law 62/2005 (so-called “European Union
Law 2004”), this procedure governs communication of confidential information to the market on the
part of Autostrade SpA and Group companies (meaning subsidiaries either directly or indirectly
controlled by the Group), as required by related legislation. The procedure for market announcements
is complemented and integrated by the provisions of the Code of Conduct for Internal Dealing, the
most recent version of which was also approved in March 2006 in implementation of the provisions
pursuant to art. 114 comma 7 of Legislative Decree 58/1998 and articles 152 sexies, 152 septies and
152 octies of CONSOB Regulation 11971.
Procedure for Related Party Transactions
Related party transactions are approved and carried out in accordance with the principles of
transparency and substantive and procedural correctness and in accordance with the principles
adopted by the Board of Directors, on the recommendation of the Internal Control and Corporate
Governance Committee, and set out in the related regulations. To this end, the procedure, approved
by the Board of Directors, contains a code of conduct for related party transactions establishing the
criteria for identifying such transactions and the principles to be applied. In addition, separate
regulations are provided for related party transactions deemed relevant and those deemed irrelevant.
This procedure will also be reviewed when decisions regarding compliance with the aforementioned
new corporate governance code are taken. For specific information on the related party transactions
carried out by the Company during 2006, see the paragraph on “Related party transactions” in the
section “Autostrade SpA: financial review and other information”.
151
Procedure for reporting to the Board of Auditors
This procedure aims to ensure that the Board of Auditors is provided with all the information it needs
to carry out the supervisory role assigned to it by Legislative Decree 58/1998 and, furthermore, by
increasing management transparency allow each director to play a more informed role in the
Company’s management. The procedure includes the information flows between the Managing
Director and the Board of Directors recommended by the Corporate Governance Code. The aim is to
confirm the Board’s central role in the Company’s management, ensuring that all members of the
Board of Directors and the Board of Auditors are kept fully informed, and to strengthen the internal
control system.
Internal control
The Internal Audit Department monitors and checks the smooth running of the Group’s internal control
system. It carries out inspections aimed at ensuring that corporate processes take place in
compliance with legislation and internal regulations, with notification of any corrective measures to
senior management.
The activities of the Internal Audit Department are defined by the Board of Directors, which
establishes its courses of action and checks their effective implementation, ensuring that the main
corporate risks (operational, financial or other) are identified and appropriately managed.
The Board of Directors makes use of the Internal Control and Corporate Governance Committee. The
manager of the Internal Audit Department is not hierarchically dependent on any operational manager
and reports to the Chairman and Managing Director, as well as to the Committee for Internal Control
and Corporate Governance and the Board of Auditors.
In 2006 a special unit, called the Risk Management and Internal Control Unit, was set up in order to
identify, manage and monitor company risks.
152
TABLE 1: STRUCTURE OF THE BOARD AND COMMITTEES
153
TABLE 2: STRUCTURE OF THE BOARD OF AUDITORS
154
THE SOCIAL DIMENSION
Customers
Autostrade’s primary objective is constant improvement of the quality of service provided to the more
than four million customers who travel on its motorways each day, via initiatives aimed at upgrading,
modernising and maintaining the network, with a view to enhancing safety, assistance, accessibility
and traffic flow.
In order to monitor achievement of this objective, the Autostrade Group, which assigns utmost
importance to customer relations, has developed the following activities:
•
establishment of the standards of service quality;
•
ongoing communication with customers: call centre, customer care and complaints management;
•
recording the quality of service expected and perceived by customers;
•
monitoring the quality of service delivered.
Moreover, in 2006, Autostrade per l’Italia set up a Safety and Service Quality Committee in
collaboration with some leading consumer associations. Additionally, a specific Settlement Procedure
was defined to manage disputes between customers and Autostrade per l'Italia.
Establishment of quality standards: Service Charter
The new 2006 edition of the Service Charter has the same format and contents of the 2005 edition,
which itself was completely revised so as to make it more user-friendly, in order to illustrate as clearly
as possible, how Autostrade per l'talia works to meets it own responsibilities in the best way possible.
The Service Charter is an effective way to communicate to the public the standards of quality
pursued. The new version gives ample space to the upgrading of the network, to the state of progress
of the related works and the improvement plan for service areas.
The 2006 edition also presents the principal quality indicators for the services provided, the overall
upward trend of which shows the steady improvement made in the years since privatisation in 2000.
As for last year’s edition, an important distribution plan was drawn up for the distribution of around 4
million copies, as a supplement to leading magazines and at Punto Blu customer help desks across
the motorway network. The Service Charter is also available in both Italian and English on the
Company’s website at www.autostrade.it..
155
Communication with customers
Traffic Call Centre
In 2006 a total of 836,389 calls were received, representing a drop of more than 20% compared
with 2005. Though partially due to fewer problems caused by snow and other events, this reduction
was also the result of a series of service improvements that helped to eliminate recalling.
These included improvements to the automated reply function by reorganising information into 4
geographical areas (separating central and southern Italy which had previously been grouped
together) and boosting staff numbers and staff training, with the latter aimed at improving
professionalism and communication skills.
The percentage of calls answered was 99%, compared with 97% in 2005, with 36.5% of the calls being
handled by an operator.
The percentage of calls answered within 20 seconds rose significantly, up from 55% in 2005 to 88% in
2006.
Customer Care for Telepass and Viacard
In 2006 activity was centred on two objectives. The first was to guarantee the provision of a good
information and assistance service to customers utilising automated toll payment systems, by
implementing and completing additional solutions aimed at constantly improving service. The second
was to take the steps needed to introduce the Premium option and launch the Telepass Ricaricabile
(a top-up service launched on an experimental basis).
As regards the first, the levels of requests coming in through the different channels (telephone calls,
letters, faxes and emails) were essentially unchanged from 2005 as were the excellent response
times achieved in past years.
In this regard, the project to integrate the multi-channel technology platform was completed, thereby
standardising how customers’ requests are handled, irrespective of the channel used (telephone,
letter, fax or email) and making it possible to keep track of the contacts and of their outcomes in the
related “customer files”. In this way, the instances of a “one-stop solution” are increased and a faster
and more complete service can be offered.
156
Moreover, whilst Telepass and Viacard contract regulations were revised, in response to a number of
needs that customers had expressed to the Company over time, operational procedures were also
subject to review and improvement.
As regards the second objective, the most significant initiatives regarded the activation of a telephone
service for Telepass Ricaricabile holders, with the introduction of a new number (840.043.043) with
only the first unit paid for by the customer. A Customer Care system was also devised for customers
subscribing to the Premium option, so as to effectively handle any problems that may possibly arise in
the service offered by partners.
Complaints management
With a view to paying ever greater attention to customers’ opinions regarding the quality of service
provided, in 2006 Autostrade per l’Italia continued the process of monitoring and analysing
complaints that was already underway in 2005.
In 2006 the number of complaints totalled 11,755, representing a decrease of around 272 compared
with 2005 (12,027). Raising customer awareness of the various means of communicating with
Autostrade (special complaints section in the Service Charter, display of the email address on variable
message panels, posting of stickers at toll booth exits, the highlighting of contact information on the
homepage of the Company’s website) has allowed the Company, via punctual monitoring, to identify
problem areas in need of corrective action and improvement.
In 2006 Autostrade per l’Italia replied to 100% of complaints, in compliance with the target set in the
Service Charter. The average reply time was 2.9 days for complaints received by email and 9.5 days for
those received by letter, fax and PuntoBlu “suggestions/complaints” forms, representing a substantial
improvement on the 2005 figure (19 days). Thus, the 20-day standard set forth in the Service Charter
was amply respected.
Moreover, compared with 2005, there was a decrease of 4,383 requests regarding figures for recovering
unpaid toll fees. The figure for 2006 was 91,075, whilst that for the previous year was 95,458.
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In order to reduce such potential complaints, Autostrade per l’Italia has carried out a number of projects,
some begun in 2005, which have resulted in a reduction of more than 200,000 cases of unpaid toll fees.
Consequently, the turnaround first begun in 2005 has been consolidated in direct contrast to the
previous trend of a “constant” increase.
Service quality survey: the Customer Satisfaction Index in 2006
The quality of service expected and perceived by customers is measured by an indicator: the
Customer Satisfaction Index (CSI). The survey, conducted by a leading specialist organisation,
measured quality perceived by customers regarding the following key service components: road
conditions, information on road conditions, tollgates, payment systems, safety and service areas.
Surveys are conducted via telephone interviews, carried out by a specialist organisation, with a
sample of 3,600 customers, broken down as follows: 1,200 occasional travellers, 1,200 business
travellers, 600 commuters and 600 lorry drivers.
The CSI is a concise indicator, based on a weighted average of the various customer satisfaction
scores for each service component.
The weighting of each component in calculating the CSI is determined by the importance given by
customers to each indicator during the survey.
In 2006, the CSI (on a scale from 1 to 10) was 6.71 (in line with 2005), thereby confirming an
evaluation that is well above satisfactory.
In particular, there was an improvement in the safety component (6.99) thanks also to a reduction in
accident rates, to awareness of investments in major infrastructure works and in network
improvements.
It has become evident that there is room for improvement in road conditions, where the score was
influenced by heavy traffic on the network.
Finally, it should be noted that frequent users (commuters and lorry drivers, Telepass holders), given
that they have an opportunity everyday to witness service improvements, expressed greater
satisfaction as regards the principal components (safety and road conditions), something not reported
by those who rarely travel on the motorway.
The customer satisfaction survey is repeated periodically, thereby monitoring any variations and
verifying the effects of the activities undertaken, with the aim of improving the service provided to
customers.
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PERCEIVED QUALITY INDICATORS
159
Monitoring of service quality: Autostrade per l’Italia’s Quality Report
The Quality Report is a company document which shows the performance indicator results for the
main motorway service components, thereby allowing for the monitoring of the results achieved in
attempting to improve the quality of service offered. The Quality Report breaks down into several
sections and refers to data for Autostrade per l’Italia’s entire network and for each area (motorway
section).
Customer satisfaction surveys have made it possible to identify the motorway service components
deemed most significant by motorway customers. For each of these components, a statistically
representative customer sample group was asked to express an evaluation.
Periodic monitoring of services provided and, therefore, of the results achieved, enables comparison
with predetermined targets based on customers’ expectations and perceptions. Any negative
movements lead to analysis of the causes that generated them, and, consequently, assessments of
improvements to be implemented, and the re-planning of the activities.
The main service components examined in 2006 registered the following performances:
•
safety confirmed the improvements posted in recent years as regards overall accident rates and
the related damages and injuries suffered by the people involved; the death rate is in line with the
road safety targets set by the European Union for 2010;
•
traffic flow, despite problems essentially due to network saturation, benefited from ongoing and indepth reviews of operating procedures, improvement in the management of road works and an
increase in the number of staff devoted to traffic management, which cut down on inconveniences
due to road works and accidents;
•
traffic information and phone assistance reported improvements regarding the number of variable
message panels installed, the percentage of traffic covered by the service and the number of calls
handled by the call centre, including reply times and the quality of the service itself;
•
service areas registered improved performances, essentially due to the first tangible results of the
modernisation and upgrading plan still in progress.
A summary of the Quality Report’s main indicators, referring to safety, traffic flow and the level of
services offered at service areas produces the Overall Quality Indicator, for which the trend over time
is analysed in the table below.
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Safety and Service Quality Committee
In collaboration with the consumer associations, Adoc, Adusbef, Codacons and Federconsumatori,
Autostrade per l’Italia has set up the Safety and Service Quality Committee. Other participants include
the Highway Police, ASAPS (the Association of Supporters and Friends of the Motorway Police),
Isoradio, Quattroruote and the Central Committee for the National Registry of road haulage
contractors.
The Committee’s objective is to identify and agree plans and actions designed to improve motorway
services and safety. Accordingly, in 2006, a series of important initiatives were jointly carried out.
These included:
•
introduction of the tutor system to control average motorway speeds;
•
publication and distribution of 7 million copies of a guide to road safety;
•
distribution of more than 2 million free coffees late at night at weekends;
•
distribution of 1 million free breathalyser tests to measure alcohol levels late at night at weekends;
•
an agreement by which Autostrade per l'Italia is committed to keeping open the same number of
lanes available before the start of works on the network;
•
agreement to temporarily stop lorries using the network in the event of snow;
•
the conciliation procedure;
•
fuel discounts offered at self-service areas on Sunday afternoons;
•
request for an extension of ISORADIO coverage.
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Conciliation procedure
Thanks to the agreement signed in 2006 with the consumer associations, Adoc, Codacons and
FederConsumatori, Autostrade per l'Italia customers represented by these associations can easily
resolve, free-of-charge, some types of dispute. By way of example these include: accidents caused by
holes in the road, collisions with animals or objects for which warning has been given but which were
not quickly removed, collision with the Telepass bar, incorrect toll charges, and incorrect management
of Telepass contracts.
Customers can request conciliation if they have already submitted a claim to Autostrade per l’Italia but
were not satisfied with the outcome. The request will be examined by a Conciliation Committee,
consisting of one member representing Autostrade per l’Italia and a member representing the
consumer association chosen by the customer. In the event of agreement between the parties, the
conciliation procedure ends with determination of an amount to paid, which the customer can either
accept or refuse. At any rate, the procedure is to be concluded within 120 days from the date of
receipt of the request.
162
STAFF
At the end of 2006 the Group’s workforce included 9,045 staff on permanent contracts and 427 staff
on temporary contracts.
In 2006 staff costs, net of capitalised costs, totalled 525.8 million euros, representing an increase of
6.6% compared with the 493.3 million euros reported in 2005. This increase was due to a rise in the
average headcount of 24, extraordinary transactions (directors’ fees and redundancy charges, etc.)
and by the rise in the average unit cost deriving from contract renewals in July 2005 (referring to the
period January 2004-December 2005) and in June 2006 (referring to the period January 2006December 2007).
At the end of 2006 Group staff on permanent contracts amounted to 9,045, up 72 (0.8%) compared
with the end of 2005 (8,973).
The Group’s average workforce rose from 9,106 in 2005 to 9,130 in 2006 (up 0.3%). The overall
increase of 24 resulted from increases in administrative staff (up 3.6%) and manual workers (up
3.8%) and a reduction in toll collectors (down 3.7%). The changes in the first two categories were
influenced by two factors. The first was the increase in Spea’s and Pavimental’s workforces (up 70),
in that both companies are involved in the upgrading and maintenance of Autostrade per l’Italia’s
network. The second was the process of redeployment of Autostrade per l’Italia’s toll collection staff to
road maintenance, as part of the project to upgrade organisational structures. The reduction in toll
collectors (down 133) is primarily due to the reduction in the workforces of Strada dei Parchi and
Autostrade per l’Italia (an overall drop of 150) due to the above reasons, partially offset by an average
rise in the workforces of Autostrade Meridionali and Tangenziale di Napoli (up overall by 23), following
resolution of the dispute regarding the use of toll collectors.
163
AUTOSTRADE GROUP STAFF AND PAYROLL COSTS
164
Of the 9,045 staff on permanent contracts, women numbered 1,246, or 13.8%, of the total.
Senior managers numbered 159, or 1.8% of the workforce, whilst toll collectors accounted for 38.7%,
with 3,498 staff.
Around half the workforce (46.2%) have a high school diploma and 10.0% are university graduates.
45.6% of the workforce are aged between 46 and 55, whilst 40.3% are aged between 31 and 45.
11.8% are over 55 and around 2.4% are under 30.
As regards seniority, 38.5% have worked for the company for a period ranging between 11 and 20
years, whilst 30.2% have worked for the company for a period ranging between 21 and 30 years.
24.3% have been employed for fewer than 11 years.
165
AVERAGE STAFF
DISTRIBUTION BY CATEGORY
1.8% 7.4%
17.9%
Senior managers
Middle managers
Administrative staff
34.3%
Toll collectors
Manual workers
38.7%
AGE DISTRIBUTION
11.8%
2.4%
40.3%
under 30
from 31 to 45
from 46 to 55
over 55
45.6%
DISTRIBUTION BY EDUCATIONAL QUALIFICATION
10.0%
University degree
43.8%
46.2%
High-school
diploma
Other
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DISTRIBUTION BY SENIORITY
7.0%
less than 1 year
7.2%
8.2%
8.8%
30.2%
38.5%
from 2 to 5 years
from 6 to 10
years
from 11 to 20
years
from 21 to 30
years
over 30 years
GENDER DISTRIBUTION
13.9%
13.8%
Women
Men
86.1%
86.2%
2005
2006
GEOGRAPHICAL DISTRIBUTIO OF WORKFORCE
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Staff development
The Autostrade Group is committed to supporting and enhancing the value of staff via a medium and
long-term growth strategy that is in line with the Group’s current strategies and with company
objectives.
The overall objectives are:
•
to develop, spread and encourage efforts by personnel to improve their own professional skills
and achieve the desired results;
•
to increase the sense of responsibility and initiative;
•
to make available to the organisation the necessary human resources to implement the business
strategy;
•
to strengthen inter-departmental cooperation and teamwork.
In recent years, the Autostrade Group has stepped up investment in its staff with a view to:
•
bringing the Group’s traditional values more into line with the values needed to face the
challenges just ahead;
•
strengthening its organisation via the recruitment of qualified human resources, both people with
experienced and interns.
In line with the pursuit of corporate objectives, 2006 saw the launch of the Appraise the Young
project, which regards young people who began working for the Company in 2002 and is designed to:
•
survey the activities carried out by university graduates who were hired in 2002 and the level of
independence they have achieved;
•
survey skills, both acquired and to be developed;
•
assess possible career development projects.
During the year the system of selecting new university graduates to recruit was modified with the
introduction of aptitude tests, which provide more information about possible candidates, and the
creation of the assessment centre, which identifies the organisational behaviours requested.
Through close collaboration with different Italian universities, the Company has had the opportunity to
meet and select brilliant, competent, motivated graduates suited to work in our organisations.
Collaboration with the universities also allows the Group to take part in joint discussions, the objective
of which is to identify common strategies, to support technical research of interest, to sponsor specific
master’s programmes and other studies via scholarships and funding for research.
Of these, two projects deserve special mention:
•
the “DRES Project”, aimed at recruiting young graduates with a degree in engineering for the
motorway sections, where they can aid the various directors in optimising and improving internal
procedures;
•
the “Acoustic Barriers Internalisation Project”, to be concluded in 2007, aimed at developing the
related technical skills within the Group.
168
Training
Training initiatives for Autostrade Group management continued to feature development centre,
coaching and economics projects. The first and second, aimed at senior and middle management,
entailed implementation of training based on building personalised career development paths.
As regards Autostrade per l’Italia, 2006 saw continuation of the training and communication initiatives
aimed at updating professional skills and improving relations with customers. Such initiatives were
made possible thanks also to funding from Fondimpresa, an inter-professional fund established by
Confindustria (the Confederation of Italian Industry) and the CGIL, CISL and UIL labour unions, the
aim of which is to develop the skills of staff in the main operating and head office departments.
A total of 6,331 man-days of training involving 2,802 people were provided, entailing expenditure of
around 1.3 million euros (1.1 million in 2005).
As part of the internal communication process, an annual convention for the Group’s senior and
middle managers was held at Rome’s Music Park Auditorium, where the Company’s results for 2005
and performance in 2006 were presented.
TRAINING BY CATEGORY OF TRAINEE AND TYPE OF TRAINING
Number of days
(*) courses given by Company personnel
Performance figures (€)
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Remuneration system
The Autostrade Group’s remuneration system is a logical and systematic process that defines the
current and future remuneration of staff working in the organisation, i.e. it is the method chosen by the
Company to manage and plan remuneration that takes account both of business strategies and
objectives and of changes in the external market.
The objective in 2006 was to maintain a well-constructed remuneration system able to reflect the
different relation between position, individual and performance and the correct mix of fixed
remuneration, comprising individual remuneration plus any allowance over basic pay, and variable
remuneration, comprising an incentive linked to the Management by Objectives System (MBO), oneoff bonuses, productivity bonuses and long-term incentives.
In 2006 the incentive scheme for the period 2004-2006 drew to a close. This cash incentive scheme
for some management positions was based on the following assessment criteria: performance of
Autostrade’s share price and annual profit and investment expenditure, weighed in terms of leading
international rating agencies’ assessment of the Autostrade Group’s credit rating.
No share option plans in favour of staff and/or management currently exist.
Organisational model
During 2006 there were some changes in the Group’s senior management. Specifically, a new CEO
for Autostrade SpA was appointed and a new Chairman of Autostrade per l’Italia SpA was appointed.
The year also saw completion of a project to align the Risk Management and Internal Control system
with the related best practices. This project also involved the creation of the Risk Management and
Internal Control Unit, which reports directly to the Chairman and is responsible for ensuring analysis
of the adequacy of the Internal Control system and for overseeing the process of identifying,
managing and monitoring business risks.
The following initiatives were also carried out as part of the organisational review of Autostrade per
l’Italia:
•
the setting up of the Commercial Department so as to increase synergies amongst the different
distribution channels (service areas, Punti blu, banks) and cross-selling opportunities for products
and services;
•
strengthening and restructuring of the commercial, marketing and IT departments;
•
the setting up of the Sourcing and Technical Operations Department, so as to enhance synergies
and create a pool of technical services able to support the various units in the Group;
•
implementation in the Central Department of Resources, Organisational Development and Quality
of a “key account” type organisational model, in order to ensure greater efficiency and attention to
“internal customers”, also via the introduction of new professional figures to follow the processes
of organisation-management and staff development;
170
•
formalisation, in the operations department, of the areas of responsibility of central units and the
recruitment of new professional figures, at local level, in order to boost the performances of
operating processes.
The plan to internalise ordinary maintenance activities within Autostrade per l’Italia got underway, in
implementation of the agreement with labour unions signed on 8 December 2004 This also calls for
investment in equipment and machinery.
Staff with the necessary skills were transferred to SPEA and Pavimental in order to strengthen and
consolidate this area of operation.
The integration and standardisation of processes at Group level via implementation of integrated
information systems, especially in the area of administration and staff management, continued.
Industrial and trade union relations
Regarding industrial relations, the following matters were of primary concern during 2006:
•
renewal, on 15 July 2006, of the part of the National Collective Labour Contract pertaining to pay
conditions. This was achieved on the basis of the agreement reached on 1 June 2006 and in
accordance with the 1993 agreement between the government and social interest groups. The
two-year renewal, calling for inflation-linked pay rises, was completed without any strikes taking
place;
•
talks regarding the Business Plan, and, specifically the reorganisation of the areas pertaining to
operations, toll collection and training and retraining of personnel. As regards the motorway
section, “bridge” agreements were reached that made it possible to boost levels of toll collection
efficiency and productivity, and organisational and managerial initiatives allowed for an
improvement in the quality of service, by means of staff retraining and hiring;
•
the start-up of consultation and information procedures with labour unions, pursuant to art. 42 of
Law 428/1990, regarding the planned merger between Autostrade SpA and Abertis SA and
subsequent modifications.
Around 70% of Group employees are represented by labour unions.
171
Health and safety
The Autostrade Group has set up a specific structure devoted to environmental protection and safety
at the work place and entrusted it with the task of ensuring the conformity of work conditions with
recent legislation and the protection, in all circumstances, of workers’ health and safety.
Autostrade per l’Italia has created a Central Coordinator for Group Prevention and Protection
Services for matters concerning health and safety at work. This person is responsible for helping
motorway sections and other Group companies when there are problems relating to application of
Legislative Decree 626/1994, and for standardising procedures and offering advice.
In 2006, OHSAS 18001 certification was achieved for the “management of motorway infrastructure
and services and the supply of support activities”. The purpose of this project is to implement a
workers’ health and safety management system so as to properly monitor the standards applied.
This certification testifies as to how Autostrade per l’Italia’s management system not only meets legal
requirements, but also actively seeks to continuously reduce risks with a view to continuously
boosting safety levels.
The activities certified include those carried out at the Company’s head offices in Rome and Florence
and in the laboratories in Fiano Romano, Barberino di Mugello and Romagnano Sesia.
This activity has involved 1,320 staff representing all the locations involved.
Other activities carried out by the Prevention and Protection service in 2006 were:
•
periodic revision of all risk assessment documents (Legislative Decree 626/1994) starting from
those relating to the work places granted OHSAS 18001 certification (29 documents revised);
•
subsequent entry of all data relating to the risk assessment documents in “S2S” software so as to
allow for structured queries based on the needs of the management system;
•
additional inspections of new work places in order to verify their conformity with existing legislation
pertaining to health and safety and the related preparation of documents pertaining to risk
assessment, as per Legislative Decree 626/1994, and emergency management, as per the
Ministerial Decree dated 10 March 1998 (219 inspections carried out and 7 documents drawn up);
•
fire drills (5 drills);
•
periodic medical checkups and blood tests for workers subject to specific risks identified in
accordance with existing legislation;
•
training courses on office risks as well as risks that may arise during working visits to motorways
(in compliance with articles 21/22 of Legislative Decree 626/1994, 180 participants);
•
training courses for staff assigned to fire prevention, first aid and emergency management
activities and for the fire prevention team (20 participants);
•
training course for workers’ safety representatives (18 participants);
•
training course for all heads of the Prevention and Protection Service, consultancy for the
planning, carrying out and management of restructuring works at the Rome headquarters to
ensure compliance with legislation pertaining to fire prevention and safety at work;
•
preparation of documentation regarding the issue of Fire Prevention Certificates;
172
•
updating of the joint SPPRDG “safety data bank”, accessible to all heads of the Prevention and
Protection Service of motorway sections;
•
the drawing up of a register of people exposed to carcinogens.
In order to boost safety and management efficiency, a project to implement an safety information
system in accordance with UNI INAIL guidelines was launched.
Social responsibility initiatives
The “Social Responsibility Initiatives” unit was set up in the “Central Department for Resources,
Organisational Development and Quality”, and entrusted with carrying out social and humanitarian
projects and initiatives for employees. The unit’s objectives are:
•
to increase the staff’s sense of belonging to and trust in the Company;
•
to boost the positive perception of the Autostrade brand on the part of employees so that the
Group’s values are also reflected externally;
•
to contribute to improving the quality and value of services provided by the Group via the
development of relations between the Company and employees;
•
to spread a culture that favours sustainable growth, in terms of economic, social and
environmental sustainability.
In relation to the programme of social initiatives promoted by the new organisational unit, an Ethical
Committee was set up. Participants include company and labour union representatives so that this
activity is characterised by sharing and openness to employees’ proposals and ideas. The
Committee is chaired by Professor Avallone of Rome’s La Sapienza University.
In order to better respond to employees’ expectations, an internal survey was carried out by means
of a questionnaire. The aim was to gather opinions and suggestions with a view to improving existing
social responsibility initiatives and to programming future ones. 22% of employees answered the
questionnaire.
Considering the strong demand for healthcare-related initiatives, two projects were carried out:
•
a day of prevention: 2006 was devoted to serious skin diseases with the offer of dermatological
checkups, initially only for some work locations and eventually for all: 550 employees took part;
•
flu vaccines for all Group companies, extended also to family members, with 1,650 people taking
part.
As a sign of the Company’s concern for and attention to employees also outside the working
environment, a baby car kit was put together. The kit contains a foldable changing table, a child car
seat toy, a foldable handbook indicating service stations with baby-changing facilities along with
various other useful items for all of the Group’s employees with newborns. At the end of 2006, a total
of 292 kits had been handed out.
As regards training projects for the children of employees, the Company has launched a school
tutoring project, consisting of an information and study orientation service to help them choose their
field of study at university via seminars and individual interviews. There were 52 participants.
173
As regards social initiatives, a project entitled “On the part of volunteers” was launched. Initially, a
questionnaire was sent out to all staff in order to determine their awareness of and interest in
volunteer work, with a view to understanding how this field is perceived and to contributing to the
promotion of solidarity within the company.
Afterwards, a day devoted to promoting awareness and dialogue on this theme was organised, with
around 160 colleagues involved in volunteer activities taking part. The first edition of a “Volunteers
Day” was held in November 2006, and a second edition will be held in 2007.
An amount of €550,000 was allocated to finance such initiatives in 2006.
Finally, at the end of 2006, in order to promote participation in the Group’s solidarity initiatives, all
employees were offered a gift pack containing fair trade products, distributed by CTM, a developing
nations cooperative.
174
GOVERNMENT AND INSTITUTIONS
The Autostrade Group considers its relations with national authorities (Parliament, Government and
independent bodies) and local authorities (regional, provincial and municipal) to be of strategic
importance as are relations with the European Commission and European Parliament. Thus, the
Group has established ongoing relations, based on dialogue and transparency, with all of them.
The Group works to make its position known in matters of interest to it and to ensure the monitoring of
legislation and regulation regarding the sector.
Relations with the concession provider, ANAS, are regulated by concession agreements and based on
respect for mutual obligations and commitments. They are marked by collaboration in dealing with
problems linked to the construction and management of infrastructure.
Group companies meet with regional and local authorities on an ongoing basis in order to discuss the
planning of infrastructure needed to satisfy transport demand and the approval procedures for the
related projects.
Special attention is paid to communication and relations with communities affected by the
construction of motorway infrastructure, with the launch of various corporate and information
initiatives aimed at local communities.
To this end, the “Cantieri Aperti” programme has been launched. This programme calls for a series of
joint meetings with the press and local authorities in each of the 8 regions most affected by the works:
Lazio, Lombardy, Valle d’Aosta, Emilia-Romagna, Tuscany, Marche, Campania and Liguria. The
objective is to provide all stakeholders, via an integrated system of communication, with timely,
efficient and constantly updated information regarding the new works, both planned and underway,
and the related investments. The first four meetings took place between November and December
2006. It was thus decided to set up a joint committee with representatives of all the players involved in
order to discuss and verify the state of progress of the works and any problems that may arise.
Autostrade per l’Italia also took part in meetings at regional level programmed by the Ministry of
Infrastructure in order to identify priority projects in the regions.
In September 2006, Autostrade signed two agreements with local authorities in order to encourage
greater involvement and collaboration at local level.
The first regards emergency management and regulates the operations to be carried out in the case
of accidents and whilst works on the motorway are underway, in order to avoid serious repercussions
on ordinary traffic flow, and also to improve the motorway infrastructure’s environmental performance.
The agreement was signed with the regional authorities of Emilia and Romagna, the provincial
authorities of Piacenza, Parma, Reggio Emilia, Modena and Bologna, the municipal authorities of
Piacenza, Parma, Reggio Emilia, Modena, Bologna, Casalecchio di Reno and Sasso Marconi, Emilia
Romagna Department of Highway Police and the consortium set up to build the high-speed railway
line between Milan and Bologna (Cepav Uno),
A second agreement has been entered into with the Convention of Municipal Authorities set up to
develop and promote the use of low environmental impact fuels. Under the agreement, Autostrade
175
has committed itself to continuing with its planned environmental protection initiatives (noiseabsorbent road surfaces and acoustic barriers) on stretches of motorway near densely populated
areas, and to promoting the use of alternative fuels (LPG and methane), by expanding the related
distribution networks.
Both are important initiatives that bear witness to Autostrade’s desire to work together with local
authorities in order to improve environmental performance.
Autostrade plays an active role in the principal national and international associations that represent
the motorway sector, including: Confindustria (Confederation of Italian Industry), AISCAT (the
National Association of Motorway and Road Tunnel Concessionaires), ASECAP (the European
Association of Toll Motorway Concessionaires) and IBTTA (the International Bridge Tunnels and
Turnpike Association).
176
THE COMMUNITY
Via concessions from ANAS, the Autostrade Group is responsible for providing motorway services
that benefit the community. Motorway investment is aimed at maintaining and upgrading the
infrastructure system under management and improving the network’s safety levels and service
quality, as well as safeguarding and enhancing the areas that motorways pass through.
Therefore the total amount of investment and maintenance expenditure allocated to the network by
Group motorway concessionaires obviously has positive repercussions for the entire community,
given that it improves mobility in the local area by making it safer and more environmentally-friendly.
The Group has activated numerous community initiatives.
Such initiatives are described below, with reference to the London Benchmarking Group model.
Founded in 1994, the London Benchmarking Group (LBG) is an association of more than 100 leading
international corporations, which has established a global reference standard. In order to assess
corporate community involvement, the LBG model breaks down the contributions made into four
different categories:
THE LONDON BENCHMARKING GROUP’S CONTRIBUTION CLASSIFICATION SCHEME
CORPORATE GIVING
Contributions to associations and charity
Social solidarity initiatives
INVESTMENT IN THE COMMUNITY
Sponsorship of cultural and sporting events
Information and awareness campaigns regarding topics of
social importance
COMMUNITY INITIATIVES
Sponsorship of products and services
Participation in conferences, fairs and exhibitions
INNOVATIVE SOCIAL DEVELOPMENT
SERVICES
Research and development aimed at boosting road
safety, technological innovation and environmental
protection
177
Corporate giving
Community projects promoted by the Company’s “social responsibility initiatives” unit regarded three
main areas of activity: humanitarian projects, healthcare projects, and science education projects.
As regards humanitarian initiatives, it was decided to collaborate with Action Aid by financing one of
the international organisation’s many initiatives. The chosen project aims to help children in
Cambodia, providing healthcare and basic services to children with AIDS and their families. In the
area of healthcare, mention should be made of donations made to Kim, an association that has built a
complex to house families from developing countries with sick children, who have come to Rome for
treatment. With regard to science education, a project is underway to set up a technical institute for
geometers in Naples, providing programmes of educational excellence in the field. In addition to
providing computer equipment and programmes, the Company plans to have its own staff teach,
thereby sharing their work experiences and knowledge. It was decided to involve internal resources in
this project so as to take advantage of professional skills developed in-house.
Other noteworthy Group initiatives included donations totalling €100,000 made to Rome’s Caritas
Diocesana, a centre that assists families in need, and to the Gianna Gaslini children’s hospital in
Genoa.
Autostrade was a founder member in 2001 of the Santa Cecilia Academy Foundation, to which it
donated €155,000 in 2006. During the year the Company also sponsored a series of Sunday concerts
for Autostrade staff and their families.
178
Investment in the community
The Autostrade Group sponsors scientific conferences and social and cultural initiatives. The most
noteworthy include: cultural events, such as the exhibition celebrating 60 years of the Italian Republic,
which coincided with Autostrade’s 50 years of activity, and the summer cultural events in Cortina;
sporting events, such as the Turin Olympics; safety initiatives, such as the De Adamich Safe Driving
Course and the Road Safety Show; and environmental events, with participation in the International
Biannual Environmental Communication Fair.
In 2006 more than €700,000 was spent on corporate sponsorship.
Advertising campaigns targeting road safety were especially important in terms of their social impact.
Always sensitive towards this issue, the Group spent around €1,400,000 on two related campaigns in
2006: the information campaign regarding the free distribution of breathalyser tests at service areas
and the “Driving Licence” Safety Campaign (aimed at raising awareness of the importance of safe
driving).
Community initiatives
The Autostrade Group supports social, cultural and sporting activities via the sponsorship of products
or services, for which, in 2006, it spent €39,000 and took part in fairs and exhibitions.
During the year, the Group exhibited at numerous fairs and shows, with the funds allocated
amounting to around €750,000. The most significant events included: the Bologna Motor Show, where
the Autostrade Group focused on traffic information services, the Road Safety Show, ITS London (an
annual Information Technology Convention), the Euro PA Show (featuring local independent
authorities), the Nautical Exhibition, the Levante Fair and the Oltremare Trade Fair.
Innovative
innovation
social
development
services:
research,
development
and
The Autostrade Group’s research and development activities are aimed at improving the management
of infrastructure and services, especially as regards raising safety levels, developing customer
services, and enhancing and safeguarding the environment. The activities are aimed at identifying
innovative management and technical solutions, and take advantage of collaboration with research
centres and university institutes and support from in-company laboratories.
Research and development costs and investments in 2006, including payroll costs, amount to €5.1
million. Many of the research projects underway are conducted within the scope of Italian and
European research programmes and benefit from public funding. A total of 30 staff were involved in
these activities on a full-time basis.
179
In the field of IT and electronic applications, and especially as regards toll collection and road-pricing,
the main projects independently developed by the Group in 2006 were:
•
production of a multi-lane electronic toll system, in conformity with European legislation (CEN
TC278) to be utilised in international calls for tenders for ETC (Electronic Toll Collection). In
addition to creating the tolling and enforcement systems, some auxiliary systems for fixed
stations, such as a manual control unit, a mobile control unit and a portable station, were
developed;
•
a demonstration satellite toll collection system, consisting of a prototype in-vehicle device (not yet
in production) and of a small control centre, the purpose of which is the in-the-field verification of
the limits of a satellite-based toll collection system and definition of the requisites for development
of a standard final system;
•
DSRC Dual Mode module for in-vehicle satellite equipment, able to integrate the Dedicated Short
Range Communication function in the satellite equipment produced by another manufacturer (this
is the case of the new in-vehicle devices used in Switzerland to calculate tolls);
•
development of a new version of the in-vehicle top-up Telepass device, using more advanced
technology compared with the existing version
In 2006 activity was stepped up as regards the development and creation of safety systems,
especially those for the remote recording of speed violations fines (speed measurement), based on
calculation and control of the average speed of vehicles on a section of motorway. In parallel with the
large-scale installation of the systems on the motorway, another version of the system was developed
for use in urban environments. This system is able to instantaneously measure speed.
Autostrade takes part in numerous important projects funded by the European Commission. The main
projects underway in 2006 were:
•
in the field of IT and electronic applications for the development of innovative mobility services:
— CESARE 3, completed in December 2006, was aimed at creating an interoperable toll
collection system at European level;
— CORVETTE MIP 2006 (Multi annual Integrated Program), for the coordination and use of IT
systems and infrastructures for traffic information;
— RCI-Road Charging Interoperability, which was aimed to achieve interoperability via
development of a multi-technological, multi-standard, in-vehicle device for use at European
level;
— GIROADS, a Galileo Joint Undertaking initiative coordinated by the ERF (European Road
Federation), which studies a business case use of satellite technology for ITS systems,
especially with reference to remote-controlled toll collection;
— the EXPERT GROUPS of the European Commission, which should provide the elements
needed to reach a decision regarding Directive 52/2004, which, if approved, will definitively
include Telepass technology amongst those approved for the creation of European remote
controlled toll collection systems and services;
180
•
on road safety issues:
— RANKERS (RANKing for European Road Safety), to define safety guidelines for motorway
infrastructure; the project analyses the examination of accident data to identify the causes
and to evaluate the effectiveness of improvement initiatives. Duration: 2005-2008;
•
on environmental issues:
— NR2C (New Road Construction Concept), to develop an integrated concept for eco-friendly
motorway infrastructure. Duration: 2003-2007;
—
IMAGINE (Improved Methods for the Assessment of the Generic Impact of Noise in the
Environment), to update acoustic and GIS mapping methods for the purposes of noise
abatement. Duration: 2003-2006;
— SILENCE (Quieter Surface Transport in Urban Areas), for the study of new technologies for
noise-absorbent pavement laying and maintenance. Duration: 2004-2007.
Regarding participation in research at European level, Autostrade per l’Italia is a member of the
Steering Committee of the European Construction Technology Platform, which is promoted by the
European Commission to develop long-term research and technological innovation plans with the
support of all parties concerned. Within the scope of this platform, Autostrade per l’Italia coordinates
work pertaining to infrastructure and service networks. ln 2006 numerous National Construction
Technology Platforms, including an Italian one, were created to work in tandem with the European
platform.
At national level, research continues in relation to the S.A.G.G.I. project (Advanced Systems for
Global Management of Infrastructure), financed by the Ministry of Education, Universities and
Research.
The project is aimed at creating an innovative prototype for an integrated system of inspection,
analysis and management of transportation networks, based on original interpretation models and on
advanced analytical and instrumental methodologies, able to more effectively evaluate the reliability of
infrastructure and optimise the planning of maintenance activities.
181
SHAREHOLDERS AND INVESTORS
Autostrade SpA is 50.1% controlled by a stable core of shareholders, represented by Schemaventotto
SpA..
Schemaventotto is owned by Sintonia S.A. (60.00%), the Abertis Group (13.33%), the Cassa di
Risparmio di Torino Foundation (13.33%), the UniCredito Italiano Group (6.67%) and Assicurazioni
Generali SpA (6.67%). The remaining 49.9%, representing the free float, is mainly held by institutional
investors, most of whom are from overseas (around 75% of the total).
Of the free float held by institutional investors, around 25% is held by Italian investors, around 15% by
UK investors, and 23% by US investors (source: Thomson Financial, data posted at the end of
December 2006). Around 5% of the shares are held by retail investors.
From 30 December 2005 to 29 December 2006 Autostrade’s share price rose 7.6% (closing prices of
€20.26 at 30 December 2005 and €21.79 at 29 December 2006), compared with an increase in the
Standard & Poor’s/MIB index of 16%.
Shares hit a yearly low of €20.11 on 18 January 2006, whilst the peak price was €24.38 (reported on
24 April 2004).
On 24 April the share price reached it historical peak of €24.91, following announcement of the
planned merger with Abertis Infraestructuras SA. The average daily trading volume was around 3.7
million.
At 31 December 2006 the market capitalisation of Autostrade has reached more than €12.5 billion.
The Company aims to maintain and develop constructive dialogue with shareholders and institutional
investors, based on an understanding of their reciprocal roles. Financial reporting is dealt with by the
Investor Relations, Industrial and Financial Support department, which is responsible for Group
relations with the Italian and international financial community. The Investor Relations department is
responsible for prompt qualitative and quantitative reporting to the market of complete and clear
information on corporate strategy and results.
Moreover, more than twenty brokerage firms cover the shares via specific financial research.
182
FINANCIAL CALENDAR 2007
28 March 2007
Board of Directors’ meeting to approve the financial statements 2006
30 April 2007 and
4 May 2007
General Meeting in first and second call
11 May 2007
Board of Directors’ meeting to approve results for the first quarter of
2007
7 September
Board of Directors’ meeting to approve results for the first half of 2007
9 November 2007
Board of Directors’ meeting to approve results for the third quarter of
2007
COMPANIES AND ANALYSTS THAT COVER AUTOSTRADE’S SHARES
183
SUPPLIERS
In all contracts signed by Autostrade per l’Italia, a standard clause is added that stipulates the conduct
required by suppliers and contractors, with particular reference to:
•
protection of staff employed by a supplier. A supplier must ensure compliance with all laws,
regulations, collective contracts and agreements, as well as provide insurance and social security
cover for its employees;
•
environmental protection, with particular regard to the means of disposal of refuse and waste
products;
•
prevention of accidents at work and promotion of workers’ safety.
Suppliers are contractually bound to ensure that any sub-contractors comply with such practices.
Moreover, penalties are provided for if non-compliance with these practices comes to the attention of
the relevant authorities.
The Works Safety Coordinator and the Works Department are fully empowered to carry out
inspections and checks, and also to request information from suppliers regarding compliance with
contractual obligations.
Orders and contracts concerning special materials include an additional clause laying down specific
tasks for suppliers with regard to the following:
•
health and safety regulations for personnel engaged in specific operations (e.g. sanification);
•
regulations to be complied with when using toxic or harmful products;
•
regulations regarding the execution of road works where traffic is present;
•
a third-party liability insurance to cover any damage caused to third parties by a supplier’s
personnel in carrying out works;
•
submission, at Autostrade’s request, of specific evidence of compliance with all regulations
regarding insurance and social security cover of a supplier’s personnel.
As a mandatory prior condition for signing a contract, suppliers are requested to examine and agree
to the principles set out in Autostrade’s Code of Ethics.
184
THE ENVIRONMENTAL DIMENSION
Infrastructure and the environment
All projects involving motorway construction and expansion works are subject to the Environmental
Impact Assessment (EIA) procedure. The procedure provides for the carrying out of an Environmental
Impact Survey which, together with the final design, is submitted for approval by the Ministry of the
Environment’s EIA Committee, which expresses its opinion on the project’s environmental
compatibility. The environmental impact survey should be supplemented with a non-technical
summary, designed to inform the general public, so as to allow for maximum involvement of all parties
concerned. The environmental impact survey provides an in-depth analysis of features regarding the
geography, water, landscape, environment, people, flora and fauna, archaeology, history,
infrastructure and town planning aspects of the areas affected by the new works or involved in
upgrading works. The works approval procedure is completed with examination of final designs for
individual works by a Services Conference. Such conferences are attended by all national and local
institutions concerned, as well as by representatives of the entities and companies that are directly
affected by the new works.
For the works underway, environmental monitoring procedures were activated in order to verify the
efficiency of the systems adopted to protect the environment and mitigate impacts. Such procedures
call for coordination and control on the part of third-party bodies:
•
Verification Committee, for the construction of the third lane of the section of motorway between
Casalecchio and Sasso Marconi;
•
Environmental and Socio-economic Watchdog for Emilia Romagna, for upgrading works on the
A1 motorway on the section between the Sasso Marconi junction and the region’s border;
•
Environmental and Socio-economic Watchdog for Tuscany, for works on the Variante di Valico
covering the remaining section up to the Barberino di Mugello junction;
•
Guarantee Technical Committee, set up for the construction of a third lane between Florence
North and Florence South on the A1.
The Environmental Watchdogs and the Guarantee Technical Committee also provide information to
the public by means of dedicated help desks and websites: www.osservatoriovariantedivalico.it
and www.osservatorioterzacorsia.it. Quarterly reports on environmental monitoring data are also
posted on these sites.
185
The principal aims of environmental monitoring are:
— the prevention of changes to the environment;
— the representation of developments in the environment, based on the use of effective and
appreciable indicators to describe phenomena and report risks.
All investigative activities are defined and scheduled in terms of three phases:
1. pre-works;
2. work in progress;
3. post-works (first 12 months in operation).
Assessment of potential effects arising from the construction and operation of a section of motorway
derives from comparison of the monitoring data regarding the pre-existing state of the environment the pre-works phase - with the data gathered during the subsequent phases. The process makes
reference to the evolution of natural phenomena, as observed during the surveys.
The following table shows the results of measurements carried out until December 2006, broken
down by environmental component. In addition to the data shown, and exclusively for the Variante di
Valico section (Sasso Marconi -Barberino di Mugello), socio-economic monitoring, which does not
produce measurable results, is underway.
The quantities shown, with the exception of the landscape component, are to be read as the result of
surveys, each comprising more than one measurement: for example, for the atmosphere component,
the quantity represents the number of ongoing measurement surveys lasting 15 days (and in the case
of fixed measurement devices, surveys lasting three months), for the noise component surveys lasting
one day or one week, and for the water component surveys involving the measurement of chemicalphysical, chemical and biological parameters.
186
As regards critical issues, these primarily regarded the anthropic, water and landscape components.
The table below shows the number of reports (referring to the stage of work in progress), broken
down by environmental component and area monitored.
In accordance with quality procedures adopted by the entities responsible for environmental
monitoring, in all cases where legal limits were exceeded, an emergency team was set up to liaise
with the contractors carrying out the works. The aim is to bring the values of monitored parameters
below the related limits by modifying operating procedures and, if necessary, by introducing measures
designed to mitigate their impact.
187
Materials consumption
Consumption of de-icing salt
The utilisation de-icing salt (sodium chloride and calcium chloride) to prevent ice forming on roads is
indispensable for ensuring road safety and keeping roads open in winter. Annual salt use obviously
depends on weather conditions (temperature) and events (snowfall), which vary considerably from
one year to the next.
In 2006 the Autostrade Group’s motorway companies used a total of 96,000 metric tons of de-icing
salt (87,000 metric tons of sodium chloride and 9,000 metric tons of calcium chloride) for winter
operations. Autostrade per l’Italia’s consumption of de-icing salt amounted to around 79,000 metric
tons (71,000 metric tons of sodium chloride and 8,000 metric tons of calcium chloride).
Consumption of de-icing salt for winter operations
(metric tons)
Autostrade Group
150,000
100,000
50,000
0
2004
2005
2006
Water consumption
Water consumption is not a key environmental factor for the Autostrade Group as its activities fall
within the services sector and, therefore, do not include industrial production. Thus water
consumption is not a crucial factor of environmental impact and is not included amongst the Group’s
performance indicators. The figures are nonetheless measured and estimated water consumption for
2006 totalled 450,000 cubic meters of water (500,000 in 2005).
188
Energy
The Group’s energy consumption primarily regards: the lighting of tunnels, junctions and toll station
and service areas, the running of all of the network’s equipment (especially as regards toll stations),
head office buildings and the operation of service vehicles, as well as the maintenance of road
surfaces. Consumption is in line with the priority objective of guaranteeing adequate traffic safety
levels. The constraints deriving from the need to guarantee high performance standards, standards
that are often directly laid down by legislation, as in the case of lighting, do not allow for a significant
reduction in consumption.
(*) Net of final balances
The notable overall increase in energy consumption in 2006 (up 9%) was influenced by the increase
in road maintenance activities and, consequently, by the consumption of fuel oil for the related
equipment and facilities. Shorn of this component, energy consumption rose 4.7%, as a net result of
the substantial rise in electricity use (up 7.3%) and a reduction in heating, and a shift from petrol to
diesel for use in company vehicles.
As regards electricity, the Group’s energy efficiency indicators for the three-year period 2004-2006
presented in the table below indicate that electricity consumption (expressed in MWh) in terms of
traffic unit (measured in kilometres travelled) remained essentially unchanged between 2004 and
2005, whilst it rose 3% in 2006. This was due to both interventions aimed at improving the motorway
network’s level of service and the need to renew and upgrade the network’s service structures and
systems. Specifically, it should be noted that the lighting of tunnels alone accounts for 35% of total
electricity consumption. The Group’s network comprises 678 tunnels, of which 90% are lit. In contrast,
electricity consumption at toll stations reports an increase in “unit” consumption (referring to exiting
traffic) between 2004 and 2005, and a slight decrease in 2006.
189
In particular, for Autostrade per l’Italia, total energy consumption in 2006 amounted to 246,374 MWh,
representing an increase of 2.4% on 2005. This rise was due to the following works:
•
the lighting of tunnels, as regards both new systems (the Variante di Valico project) and the
upgrading of existing systems in response to changes in regulations;
•
the installation of customer service and information facilities (VMP, Punti Blu, Repeaters) needed
to provide road users with traffic information in a timely manner;
•
the planned major restructuring and expansion of lighting systems in service areas.
It is thus clear that the rise in energy consumption is correlated to an improvement in service levels.
The Group’s energy policy guidelines call for the adoption of more efficient technologies, whenever it
is possible to do so without a drop in the level of service, and the promotion of the use of renewable
sources.
In 2006, innovative works were carried out in Bari (the related motorway section) involving the
installation of a heating and air conditioning system utilising ecological gas. This is based on a heat
pump using a variable freezing mixture and a heat recovery ventilating system to manage the
volumes of fresh air in work environments. This system allows for optimal control and regulation of the
heating and cooling of individual work places and led to a saving of 25% (about 300 MWh) in
consumption.
As to renewable sources, for some years now, Autostrade per l’Italia has utilised photovoltaic power
for some motorway equipment, such as emergency telephones, flashing warning signs and bend
delineation equipment with sequential lights, with a view to improving road safety conditions. At the
end of 2006 the network was equipped with 1,365 of such devices, including emergency phones
(1,191) and illuminated signs (174).
The year also saw the start of works relating to construction of the photovoltaic plant at the Rome
South toll station to be incorporated into the new roof for the parking spaces for Punto Blu customers.
The related feasibility study was carried out in collaboration with the Ministry of the Environment and
Environmental Protection, on the basis of an agreement signed in March 2004.
After the study was completed during early 2006, construction got underway and the structure was
ready in December 2006.
The photovoltaic roof, positioned in such as way as to best exploit the sun’s rays, will be perfectly
integrated into the service station and serve to improve the service offered to customers. The
structure will measure 240 square meters and be hooked up to the national electricity grid in
190
accordance with existing legislation (Resolution 224/2000 of the Electricity and Gas Authority), which
calls for the “exchange” of current (i.e. the transfer of all energy produced and the withdrawal of
energy consumed). Peak installed power will be 33.3 KWh, with estimated annual production of
around 45 MWh. The Rome South plant obtained financing in accordance with the Ministerial decrees
dated 28 July 2005 and 6 February 2006 and has a strong positive impact on the environment by
reducing CO2 emissions at a rate of 26.5 metric tons a year. Considering that the plant’s lifespan is
around 30 years, this translates into a total reduction of 800 metric tons. It is hoped that the project
will be repeated with the construction of analogous plants throughout the network, in order to boost
the “clean” energy component utilised for motorway operations.
Feasibility studies were also concluded for the two other alternative energy projects co-financed by
the Ministry of the Environment based on the agreement signed in 2004: a pilot trigeneration plant at
a motorway service area at Sillaro Est on the Adriatica motorway, and an underground HV power line
to serve wind farms located alongside the section of the motorway between Candela and Cerignola
(A16 Naples-Canosa). The operating potential of the two projects is now being studied.
Finally, the recycling procedures utilised for the production of bitumen conglomerates used in
pavement maintenance are not only important in reducing environmental impact, but also allow for
significant energy savings. In 2006 it is calculated that recycling allowed for an energy saving,
evaluated in terms of life cycle (namely by taking account of the whole life cycle of a product,
including extraction of the raw material, transport, and energy consumption generated by processing),
equivalent to 38%, based on comparison with the same amount produced without recycling (in 2005
this figure was 28%).
191
The Group’s vehicle fleet
Vehicle fleet management policies are aimed at keeping down the average age of vehicles, in order to
have vehicles that are efficient and perform well. From an environmental perspective, the policy is to
gradually shift away from petrol to diesel vehicles, thereby allowing for a reduction in fuel
consumption, based on an equal distance travelled.
In 2006 the Group’s vehicle fleet comprised 1,280 cars (up 1.4% on 2005) and 1,555 vans, lorries and
special vehicles (up 12%), in addition to 380 police vehicles utilised by the highway police (down
2.3%). The vehicles travelled a total of 93.3 million kilometres, an increase of 3.4% on 2005.
Measurement of emissions produced
The Autostrade Group’s activities do not fall within the scope of application of Emissions Trading
Directive 2003/87/EC, by which the legislation obliges submission of an application for authorisation
to emit greenhouse gases and presentation of necessary information for the allocation of CO2
emission quotas.
Nevertheless, Autostrade has decided to estimate its own emissions, in order to monitor emissions
and check the effectiveness of its own energy policies aimed, as stated above, at the careful
management of its vehicle fleet and the optimisation of energy consumption, via works such as those
being carried out on the Bari motorway, and promotion of alternative energy sources. Moreover, the
absorption of CO2 by green spaces, described below, is not to be underestimated. This absorption is
estimated at 3,000 metric tons per year.
In order to estimate its vehicle fleet’s pollution emissions, the Group has applied appropriate emission
factors to the kilometres travelled by each category of vehicle (company and commercial vehicles,
grouped by type of fuel used). The emission factors applied are based on the Copert III method, used
to estimate traffic emissions in the European survey, Corinair, and available on the website:
www.apat.it.
Similarly, emissions due to heating and air conditioning systems are calculated by multiplying the
appropriate fuel consumption factors. These factors are also available on Apat’s website, as regards
heaters with a heating capacity of less than 50 MW.
192
In order to estimate green house gas emissions linked to the consumption of electricity, recourse was
made to a single emission factor, calculated by the Ministry of the Environment, which takes account
of CO2 emissions due to the use of all fossil fuels, based on the mix used in Italy, to produce
electricity. The figures are calculated by multiplying the product of annual electricity consumption by
the chosen emission factor, equal to 0.531 in kg/KWh.
In 2006, CO2 emissions produced by the Group’s vehicle fleet and by heating and air conditioning
plants (direct emissions), thus estimated, totalled 35,600 tons, representing an increase of 2.1% on
2005. The estimate of emissions produced by electricity consumption (indirect emissions) totalled
109,900 tons of CO2 (up 7.3% on 2005).
Waste management and consumption
Group companies use municipal waste disposal services or, in some cases, approved specialist
companies are engaged for the disposal of recyclable waste. A total of approximately 12,000 metric
tons of waste was produced by the Group’s motorway companies in 2006. Around 10,000 metric tons
of this was produced by Autostrade per l’Italia.
Typical material disposed of as a result of construction and maintenance activities consists of
excavation materials and materials originating from pavement repair. The above recycling techniques
used for road pavements allow for substantial savings in amounts of material, which would otherwise
be disposed of at high economic and environmental cost.
In 2006 Pavimental, the company that carried out maintenance on the Autostrade Group’s
pavements, produced 1,700,000 metric tons of bitumen conglomerates in its plants; approximately
one third of the production was carried out employing recycling techniques, with reuse of a total of
159,100 metric tons of milled material. Around 600,000 metric tons of milled material was recycled
utilising on-site cold recycling techniques. It is estimated that recycled materials account for around
21% of the total of materials used by Autostrade per l’Italia to maintain pavements.
193
Noise abatement
Autostrade per l’Italia has essentially completed the aerial surveys needed to produce an acoustic
map of areas affected by motorway traffic on the company’s network and is now producing a map of
the critical areas in order to draw up a noise abatement plan, in compliance with current legislation
(the framework law on noise pollution and subsequent amendments).
As regards works already completed, at the end of 2006, acoustic barriers extended for 132
kilometres on Autostrade per l’Italia’s network.
In 2006, 10 projects to install around 9 km of acoustic barriers were completed.
At the end of 2006, acoustic barriers had been installed along a total of 142 kilometres of the Group’s
network.
Motorway green space
Green spaces comprise central reservation flowerbeds, grass verges and green spaces at toll
stations, service areas and car parks. Such green space accounts for as much as 29% of the total
land area occupied by the Group’s motorway network. Motorway green space performs many
functions.
In addition to their aesthetic value, trees and shrubs help protect soil from erosion, create a barrier
against noise pollution, act as a filter against air pollution, play a supporting safety role by preventing
motorists from being dazzled by the lights of oncoming vehicles (central reservation hedges) and
provide space for indigenous plants, which are often at risk in heavily built-up areas.
In 2006 Autostrade per l’Italia signed an Agreement with ARSIA (Tuscan Agency for development
and innovation in the agricultural and forestry sector) and with National Research Centre in Pisa.
This agreement regards a research project on the production of wild flowers, pertaining both to the
large-scale production of seeds and to the planting techniques to be used on new sections of
motorway and junctions.
Wild flowers are well-suited to use along motorways thanks to their low environmental impact, low
maintenance costs and ornamental impact over extended distances. Autostrade per l’Italia has
earmarked some network areas for experimentation, which began in November 2006. The plant’s
budding, growth and flowering cycles will be monitored over the next three years.
2006 also saw the start of collaboration between Autostrade per l’Italia and Legambiente on a project
regarding green areas owned by the company. The project, which will draw to a close during the first
part of 2007, involves the creation of a database containing all of the characteristics of the areas in
question. The database will be used to verify the possibility of enhancing such areas, also via CO2
absorption, through different means.
194
Evaluations were then carried out to determine how much CO2 these areas are currently able to
absorb and possible plans to increase the level of absorption were drawn up, also taking account of
Autostrade’s possible future participation in the voluntary carbon credits market.
The evaluations thus far carried out show that Autostrade per l’Italia’s green areas absorb around
3,000 metric tons of CO2 each year.
Air pollution
The Group’s motorway companies have long been interested in air pollution.
An analysis of the impact on air quality is one of the elements that is always analysed for each new
motorway infrastructure and forms part of the Environmental Impact Assessment procedures.
Environmental monitoring activities are designed to keep the effects works have on the environment
under control, especially with regard to air quality, via accurate measurement procedures.
As described earlier, the Autostrade Group’s energy saving policies are aimed at lowering
atmospheric emissions and at developing initiatives regarding the use of renewable energy sources.
They also contribute to reducing the emissions produced by vehicles travelling along its motorways
thanks to all of the actions aimed at increasing traffic flow (expansion works, increased automation of
toll stations, development of the Telepass system). Moreover, the Group is committed to collaborating
with institutions in order to improve air quality. On the basis of the previously cited agreement with the
Convention of Municipal Authorities set up to develop and promote the use of low environmental
impact fuels, Autostrade per l’Italia will work to increase the number of LPG and methane distributors
at its service areas. At the end of 2006, there were 90 LPG distributors and 6 methane distributors at
Autostrade per l’Italia service areas.
Autostrade per l’Italia has also begun experimenting with the use of titanium dioxide, a composite able
to cut different air pollutants, including particles, if included in paints or mortar. The experimentation
was carried out at two sites. The first is the A1 motorway between Scandicci and the link with the A11
Florence-coast road, where the double row of Jersey barriers on the central reservation has been
treated with titanium dioxide paint. The second regarded the Citerna tunnel, in the Apennine section
of the A1, where half of the northern tunnel vault has been painted with titanium dioxide paint, whilst
the second half was left as it was in order to evaluate the difference in results. The second experiment
also involved the installation of ultraviolet, or so-called “black” lights, so as to activate the
photocatalytic process that reduces dust particles and other pollutants. The two sites are being
monitored is order to verify the results. Autostrade per l’Italia is also considering the possibility of
trying out this technology for road surfacing.
195
SOCIO-ECONOMIC INDICATORS
Social and economic investments and expenditure by the Group’s motorway
companies
The social accounting system, completed and released for use in Autostrade’s Social Report for 1998,
provides a method of interpreting financial information in terms of the allocation of the expenditure
and investment carried out by the Group’s motorway companies, in order to identify how much has
generated social benefits.
The system covers the Group’s motorway concessionaires, given that their essential standardisation
makes it possible to produce consistent groupings of data.
Current expenditure and investments are classified according to criteria designed to identify social
and environmental components, namely: for current social expenditure, external production costs,
including the cost of raw, ancillary and consumable materials and goods for resale, service costs and
leases and rentals; and for social investments, investments in motorways.
The socio-environmental initiatives shown in the table are primarily aimed at:
•
improving the safety of infrastructures (barriers, road signs, information, tunnel lighting, motorist
assistance and organisation of winter operations);
•
increasing traffic flow (construction of third and fourth lanes, modernisation of toll station
equipment and development of automation);
•
efficient maintenance and the insertion of infrastructure into the environment (management of
green space along motorways, cleaning and maintenance of road surfaces, monitoring of
engineering works, the upgrading of structures, construction of acoustic barriers, landscaping
works, the monitoring of landscapes, hydraulic regulation works).
In 2006 the Group’s total spending primarily for social and environmental purposes amounted to
€1,252 million: €425 million in current expenditure and €827 million in investments. This represents an
increase of 26.8% on 2005.
The allocation of amounts for expenditure and investments to each of the macro-areas of social and
environmental benefit (safety, traffic flow, environment) is not exclusive as many of the initiatives
clearly have a positive impact on more than one of the factors.
This is the case of draining and noise-absorbent pavement, as both improve safety conditions and
have positive effects on the environment, and of toll automation, as it improves traffic flow at toll
stations and, at the same time, contributes to reducing air pollution by shortening queues and
reducing traffic congestion.
The table below shows the areas of social benefit on which each category of initiatives has the
greatest impact.
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SOCIAL AND ENVIRONMENTAL EXPENDITURE AND INVESTMENTS OF THE AUTOSTRADE
GROUP'S MOTORWAY CONCESSIONAIRES
197
Analysis of the distributable integrated added value (DIAV)
Added value is the most appropriate aggregate to represent a company’s ability to generate wealth,
one of the most important goals of a business.
Therefore, calculation of the added value (the wealth created) and its distribution among the
company’s main stakeholders - the government, the business, staff, lenders and shareholders - in the
form of taxation, remuneration, dividends and interest, is an important indicator of the Group’s social
and economic performance.
The formation and allocation of the added value produced by the Autostrade Group, hereinafter
referred to as Distributable Integrated Added Value (DIAV), is based on a system that reclassifies and
supplements management accounting information, which uses the reclassified income statement as a
starting point.
To provide a fuller view of the benefits for stakeholders deriving from the Group’s activities,
consolidated income statement data is reprocessed and supplemented, in order to take account of
certain items that are closely linked to the Group’s activities, but are not reflected in the accounts. A
more accurate idea of the value created by the Autostrade Group derives from the inclusion of two
items relating to amounts paid to the government. These are VAT on motorway tolls and the amount
paid into the Central Guarantee Fund, which represent a further portion of tolls paid to the
government.
With this calculation, it clearly is not possible to specifically measure the advantages provided to
customers. However, the benefits to customers can be represented by values relating to the amount
of investment in infrastructure, technological innovation and maintenance: these are aimed at
boosting the network’s capacity by increasing traffic flow, and at improving safety levels and
optimising the services offered, and thus are primarily designed to benefit motorway users.
In 2006 the Distributable Integrated Added Value (DIAV) calculated in accordance with the above
method amounted to €3,246 million, representing an increase of 1.6% compared with 2005.
198
199
The €3,246 million of DIAV produced in 2006 was distributed among the Group’s stakeholders as
follows:
• the largest portion of 39%, totalling €1,260 million, was paid to the government in the form of direct
and indirect taxation and social security contributions, marking a rise of 6.1% on the previous year;
• approximately €726 million, or 22%, was kept by the business; this primarily regards amortisation,
depreciation, provisions and retained earnings. Although as a percentage of the total this item
remained unchanged from 2005 (22%), in absolute terms it represents an increase of 4.5% on the
previous year;
• lenders received €475 million (15% of the total against 14% in 2005), representing an increase of
3.2% in absolute terms compared with 2005;
• shareholders received 10% of the total (€329 million euros, down 25% on 2005); in 2005 this item
totalled 14%;
• wages and salaries, termination benefits and other staff costs accounted for 14% (€455 million), up
9.5% on 2005.
10.0%
15.0%
39.0%
Government
Business
Staff
Lenders
14.0%
Shareholders
22.0%
200
PROPOSAL TO AUTOSTRADE S.P.A. ANNUAL GENERAL MEETING
Dear Shareholders,
In conclusion, we invite you:
to discuss and approve the Board of Directors' management report on operations and the financial
−
statements for the year ended 31 December 2006, which report profit of €234,181,693;
to use both the residual portion of profit for the year, totalling €84,107,409 after payment of the
−
interim dividend amounting to €150,074,284 in 2006, and a portion of the extraordinary reserve,
totalling €120,279,473, to pay a total dividends amounting to €204,386,882, amounting to €0.3575
per each of the 571,711,557 outstanding dividend-bearing shares with a par value of €1.00;
to establish the dividend payment date as 24 May 2007 and the ex dividend date as 21 May 2007.
−
201
202
3. CONSOLIDATED FINANCIAL STATEMENTS OF
THE AUTOSTRADE GROUP AND NOTES
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CONSOLIDATED FINANCIAL STATEMENTS
205
206
207
208
209
210
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
BASIS OF PRESENTATION
The consolidated financial statements for the year ended 31 December 2006 have been prepared
pursuant to articles 2 and 3 of Legislative Decree 38/2005, and in accordance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and
endorsed by the European Commission as in force on 31 December 2005. These standards reflect
the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC),
in addition to previous International Accounting Standards (IAS) and interpretations issued by the
Standard Interpretations Committee (SIC) and still in force at the balance sheet date. For the sake of
simplicity, all the above standards and interpretations are hereafter referred to as “IFRS”.
In addition, the requirements in implementation of article 9 of Legislative Decree 38/2005 have been
observed.
The interim financial statements consist of the balance sheet, income statement, cash flow statement,
the statement of changes in equity and these notes. Balance sheet presentation is based on the
format separately disclosing current assets and liabilities while the income statement is classified by
nature of expense. The indirect method has been used to present the cash flow statement.
By Resolution 15519 of 27 July 2006, the Commissione Nazionale per le Società e la Borsa
(CONSOB) has required that in addition to the specific requirements of IAS 1 and other international
accounting standards, financial statements must separately disclose sub-items for (i) material
amounts in connection with related party balances and transactions; and (ii) income statements must
separately disclose positive and negative components of income derived from events and
transactions which are non-recurring in nature or transactions or facts which are not frequently
repeated during the normal course of business.
All amounts are shown in thousands of euros, unless otherwise stated. The euro is both the Group’s
functional currency and its presentation currency.
The Group’s core business is the operation of motorways under concessions granted by ANAS (Italy’s
Highways Agency). Under related agreements, the Group’s concessionaires are responsible for the
construction, management and upkeep of sections of motorway, as described in note 3.
The Parent Company, Autostrade SpA, operates solely as a listed holding company, responsible for
management and strategic coordination of its subsidiaries. The Company’s registered office is in
Rome, at Via Bergamini, 50. The Company does not have branch offices.
The Parent Company is 50.1% controlled by a stable core of shareholders, represented by
Schemaventotto SpA, which although the ultimate parent, is not involved in the management of
Autostrade S.p.A.
The list of investments shown in Notes 4 “Consolidation scope, policies and methods” and 7
“Investments” is also in compliance with disclosure requirements relating to shareholdings of more
than 10% of share capital in unlisted companies pursuant to art. 126 of CONSOB Regulation
11971/1999.
These consolidated financial statements were approved by the Board of Directors of Autostrade SpA
at its meeting of 28 March 2007.
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2.
ACCOUNTING POLICIES
The following significant accounting policies were used in preparing the consolidated financial
statements for the year ended 31 December 2006 and are consistent with those applied in
preparation of the consolidated financial statements for the year ended 31 December 2005 with the
exception of the recognition of actuarial gains and losses in connection with employee benefits, as
described below.
The Group has elected to adopt the amendment to IAS 19, paragraphs 93A-D, issued by the IASB in
December 2004, allowing entities, from 1 January 2006, to recognise actuarial losses arising on
measurement of employee benefits in a specific equity reserve, rather than in the income statement,
in the period in which they occur. Actuarial gains and losses are, consequently, now recognised
directly in equity in a specific equity reserve rather than through the income statement.
The reason is to more transparently report the effects of those gains and losses on equity and
income. The change in the manner of disclosure has been applied retrospectively in accordance with
paragraph 22 of IAS 8, by adjusting 2005 comparatives of the relevant income and equity items as if
this accounting policy had always been applied.
The change in accounting policy has not resulted in a restatement of total equity but only its
composition due to the fact that the changes in profit for the period are offset by changes in “Reserves
and retained earnings”. Specifically:
•
•
the effect of the new accounting policy on the comparative consolidated income statement for
2005 was to increase profit for the period by €4,195 thousand, after €2,067 thousand in taxes, of
which €3,794 thousand is attributable to equity holders of the parent and €401 thousand to the
minority interest. This was offset by a reduction in “Reserves and retained earnings" for 2005 by a
net amount of €4,195 thousand.
for 2006, the effect of the change in accounting policy was the recognition of net actuarial gains of
€7,294 thousand directly in reserves and retained earnings, less tax of €3,591 thousand, which,
under the previous accounting policy, would have increased consolidated profit.
Prior to the end of 2006, there was no specific IFRS addressing the accounting treatment of
concession services. In December 2006, the IFRIC (International Financial Reporting Interpretation
Committee) released IFRIC 12 interpreting the accounting treatment for assets (to be relinquished),
liabilities (provisions for repair and replacement) and revenues and costs relating to concessions
granted by government or other public bodies to private operators for the provision of services, while
excluding private-to-private concessions. In a comment of 28 February 2007 issued by the Italian
accounting standards setter (Organismo Italiano di Contabilità or “OIC”) and addressed to EFRAG,
OIC observed that the transformation of ANAS (the grantor) into a public limited company (S.p.A.),
meant that ANAS had taken on the legal form of a private company and, therefore, Italian
concessions granted by ANAS (and, consequently, those granted to the Group) should be outside the
scope of IFRIC 12.
Once approved by the European Commission, IFRIC 12 will be mandatory for annual periods
beginning on or after 1 January 2008. Very briefly stated, the interpretation suggests two accounting
treatments: the “intangible asset model” and the “financial asset model”. Initial analyses show that if
the interpretation is adopted, the Autostrade Group should apply the intangible asset model which
primarily entails recognition of assets to be relinquished as intangible assets to be amortised over the
concession period. Autostrade Group has commenced a study coordinated by AISCAT into the
applicability of the interpretation and the potential impact on concession company financial statements
as a result of adopting the interpretation. Given the uncertainty regarding the scope of the
interpretation and the time needed to conduct the study, the interpretation has been ignored for the
purposes of preparing these financial statements.
Property, plant and equipment
Property, plant and equipment, including items acquired under finance leases, are stated at purchase
cost. Cost includes expenditure that is directly attributable to the acquisition of the items and financial
expenses incurred during construction of the asset. Assets acquired through business combinations
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arising prior to 1 January 2004 (the IFRS transition date) are stated at previous amounts, determined
under Italian GAAP as applied to those business combinations and representing deemed cost.
The cost of assets with finite useful lives is systematically depreciated on a straight-line basis applying
rates that represent the expected useful life of the asset. Each component of an asset with a cost that
is significant in relation to the total cost of the item, and that has a different useful life, is accounted for
separately. Land, which will not be relinquished, whether undeveloped or annexed to residential and
industrial buildings, is not depreciated as it has an indefinite useful life.
Any property plant and equipment to revert to or be relinquished to the grantor of the concession on
expiry, whether free of charge or in exchange for payment, from a replacement concessionaire, of the
carrying amount, is systematically depreciated, in each accounting period, over their expected useful
lives prorated to the duration of the concession, for assets reverting without payment, or in
accordance with a depreciation schedule, for assets with a fixed price to be paid by replacement
concessionaires, or over the expected useful life of the asset, if lower.
Rates of depreciation are determined for each component of the item "motorways in operation", based
either on the residual concession term, in the case of assets with a useful life that exceeds the
concession term, or on the residual useful life, in the case of assets with a useful life that is shorter
than the residual concession term. Assets to be relinquished that have a useful life that is longer than
the residual concession term, such as land, buildings, fixed infrastructure and all other assets with
useful lives that exceed the concession term, are depreciated on a straight-line basis over the
duration of the concession. Assets with a useful life that is shorter than the residual concession term,
such as light constructions, toll collection equipment and other infrastructure, are depreciated over the
commercial and physical life of the asset, given that the concession term has no influence on the
degree of the assets physical wear and tear or commercial obsolescence.
A summary of the annual rates of depreciation used is as follows:
Description
Rate
Assets to be relinquished with useful lives
that exceed the concession term
3.03% - 14.29%
Assets to be relinquished with useful lives
that are shorter than the concession term
10% - 25%
Buildings
Based on the individual
concession terms
3% - 4%
Plant and equipment
10% - 15%
Industrial and trading machinery
10% - 25%
Other assets (office equipment, devices, etc.)
12% - 40%
The carrying amount of assets to be relinquished at the balance sheet date, having taken accounting
of provisions for repair and replacement, adequately represents the residual concession cost at this
date, to be allocated over future years. Such cost includes:
•
•
•
surrender to the government of assets to be relinquished with a useful life that exceeds the
concession term;
replacement of assets to be relinquished within the residual concession term, where the useful life
of such assets is shorter than the term;
the cost of repairing or replacing components of assets to be relinquished that are subject to wear
and tear.
Future maintenance expense required to repair assets to be relinquished, in accordance with the
obligations established in concession arrangements, are covered by “Provisions for the repair and
replacement of assets to be relinquished”, as described in the notes to “Provisions” (Note 17).
As mentioned above, assets acquired under finance leases are initially accounted for as property,
plant and equipment, and the underlying liability recorded in the balance sheet, at an amount equal to
the related fair value or, if lower, the present value of the minimum payments due under the contract.
213
Lease payments are apportioned between the interest element, which is charged to the income
statement as incurred, and the capital element, which is deducted from the financial liability.
Property, plant and equipment is tested for impairment, as described in the relevant note, whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable.
Assets are derecognised following sale or if the facts and circumstances giving rise to the future
expected benefits cease to exist and any gains or losses (determined by comparing the disposal
proceeds with the assets’ carrying amount) are recognised in profit or loss for the period in which the
asset was derecognised.
Government grants related to assets to be relinquished are recognised at fair value when there is
reasonable assurance that they will be received and that the conditions attaching to them will be
complied with. Such grants are deducted from the carrying amount of the property, plant and
equipment and reduce the depreciation charge over the life of the asset.
Investment property
Property held to earn rentals or for capital appreciation, or both, rather than for use in the production
or supply of goods and services are classified as “investment property” and are recognised at cost
measured in the same manner as property, plant and equipment. The relevant fair value of such
assets has also been disclosed.
Intangible assets
Intangible assets are recognised at cost, measured in the same manner as property, plant and
equipment, provided that the assets can be identified and their cost reliably determined, are under the
company's control and are able to generate future economic benefits.
Amortisation of intangible assets with finite useful lives begins when the asset is ready for use and is
based on remaining economic benefits to be obtained in relation to their residual useful lives.
Any impairment losses are determined using the same procedures applied to property, plant and
equipment.
Description
Rate
Development costs
33%
Industrial patents and intellectual property rights
5% - 33%
Concessions, licences and similar rights
3.7% - 33%
Gains and losses deriving from the disposal of an intangible asset are determined as the difference
between the disposal proceeds, less costs to sell, and the carrying amount of the asset and are
recognised as income or expense in the income statement.
Goodwill
Identifiable assets acquired and liabilities and contingent liabilities assumed through business
combinations are measured at their fair value at the acquisition date. The excess of the cost of
acquisition over the Group’s share in the fair value of the acquired assets and liabilities is recorded as
goodwill. The goodwill, as measured on the date of acquisition, is allocated to each of the cash
generating units or groups of cash generating units which are expected to benefit from the synergies
derived from the business combination.
Goodwill on acquisitions of non-controlling interests is included in the carrying amount of the related
investments.
After initial recognition, goodwill is no longer amortised and is carried at cost less any accumulated
impairment losses, determined as described below.
For the purposes of the transition to IFRS and preparation of the opening financial statements (at 1
January 2004) under the IFRS adopted by the Parent Company, IFRS 3 (“Business combinations”)
has not been applied retrospectively to acquisitions prior to 1 January 2004. As a result, goodwill on
these acquisitions continues to be the same as that recognised under Italian GAAP, based on the net
carrying amount at the IFRS transition date, subject to assessment and recognition of any impairment
losses.
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Investments
Investments in unconsolidated subsidiaries and other companies are stated at fair value through
equity. Where fair value cannot be measured reliably, the investment is accounted for at cost. This
value is written down in the event of an impairment loss, identified as described in the note on
“Impairment of assets”. Impairment losses are reversed if the circumstances that resulted in the loss
no longer exist, provided that the reversal does not exceed the cumulative impairment losses
previously recognised.
Investments in associates and joint ventures are accounted for using the equity method, and the
Group’s share of post-acquisition profits or losses is recognised in profit or loss for the period to which
they relate.
Provisions are made to cover the risk that the losses of an investee company could exceed the
carrying amount of the investment, to the extent that the shareholder is required to comply with actual
or constructive obligations to cover such losses.
Available-for-sale investments or those acquired as a temporary investment are recognised at the
lower of their carrying amount and fair value.
Construction contracts and services work in progress
Construction contracts are accounted for on the basis of the contract revenues and costs that can be
reliably estimated with reference to the stage of completion of the contract, in accordance with the
percentage of completion method, as determined by a survey of the works carried out. Contract
revenue is allocated to the individual reporting periods in proportion to the stage of contract
completion. Any positive or negative difference between contract revenue and any advance payments
received is recognised in assets or liabilities, taking account of any impairment of the value of the
completed work, in order to reflect the risks linked to the inability to recover the value of work
performed on behalf of customers.
In addition to contract payments, contract revenue includes variations in contract work, price reviews
and claims to the extent that they can be measured reliably.
Expected losses are fully recognised immediately regardless of the stage of contract completion.
Inventories
Inventories are measured at the lower of purchase or conversion cost and net realisable value at
selling prices in the ordinary course of business. Purchase cost is calculated using the weighted
average method.
Receivables and payables
Receivables are initially recognised at fair value and subsequently measured at amortised cost, using
the effective interest method, less provisions for impairment losses. The amount of the provisions is
based on the present value of expected future cash flows.
Payables are initially recognised at fair value and subsequently at amortised cost, using the effective
interest method.
Trade receivables and payables, which are subject to normal commercial terms and conditions, are
not discounted to present value. Transactions in foreign currencies other than the functional currency
of individual companies are translated at closing exchange rates.
Cash and cash equivalents
Cash and cash equivalents are recognised at face value and include highly liquid demand or very
short-term instruments of excellent quality that are subject to an insignificant risk of changes in value.
Other financial assets and liabilities
Financial assets that the Group intends and is able to hold to maturity and financial liabilities are
recognised at the fair value of the purchase consideration at the settlement date, with assets being
increased and liabilities being reduced by transaction costs (e.g. commissions, consultants’ fees, etc.)
directly attributable to the purchase of the asset or issuance of a financial liability. Subsequent to
initial recognition, financial assets are measured at amortised cost using the effective interest method.
Financial assets and liabilities are derecognised when, following their sale or settlement, the Group is
no longer involved in their management and has transferred all risks and rewards of ownership.
215
Derivative financial instruments
The Group holds derivative financial instruments in order to hedge its exposure to interest rate and
foreign exchange risks related to its financial liabilities. In line with its chosen policy, the Group does
not use derivative financial instruments for trading purposes.
All derivative financial instruments are recognised at fair value at the relevant balance sheet date.
Derivatives are designated as hedging instruments when the relationship between the derivative and
the hedged item is formally documented and the periodically assessed effectiveness of the hedge is
high and ranges between 80% and 125%. Changes in the fair value of derivatives that are designated
and qualify as cash flow hedges are recognised in equity net of any deferred taxation. The gain or
loss relating to the ineffective portion is recognised through profit or loss.
Changes in the fair value of derivative instruments that do not qualify for hedge accounting under IAS
39 are recognised through profit or loss.
The above treatment was applied from 1 January 2005, as allowed by IFRS 1 and IAS 39.
Provisions
Provisions are made when the Company has a present (actual or constructive) obligation as a result
of a past event, it is probable that an outflow of resources will be required to settle the obligation and
the related amount has been reliably estimated.
Provisions are measured on the basis of management’s best estimate of the expenditure required to
settle the present obligation at the balance sheet date, and are discounted to present value where the
effect is material. If the discount to present value is material, provisions are determined by discounting
future expected cash flows to their present value using a discount rate used that reflects current
market assessments of the time value of money and the specific risks relating to the liability.
Subsequent to the computation of present value, the increase in provisions over time is recognised as
a financial expense.
In accordance with the contract obligations reflected in the financial plans annexed to the concession
arrangements in force, “Provisions for the repair and replacement of assets to be relinquished” reflect
provisions made at the balance sheet date in order to cover the cost of future maintenance
obligations, designed to ensure the necessary functionality and safety of motorway infrastructure.
These provisions are calculated on the basis of the usage and wear and tear of assets to be
relinquished, taking into account, if material, of the time value of money.
Employee benefits
Short-term employee benefits, provided during the period of employment, are accounted for at the
accrued liability at the balance sheet date.
Post-employment benefits in the form of defined benefit plans (such as staff termination benefits) are
recognised in the vesting period, less any plan assets and advance payments made. The obligation is
determined on the basis of actuarial assumptions and recognised on an accruals basis in line with the
period of service necessary to obtain the benefit. The obligation is calculated by independent
actuaries.
Actuarial gains and losses are recognised in full in equity in the period to which they relate after
adjusting for any deferred taxes. As explained above, this accounting policy was applied for the first
time in preparing the present financial statements while at year-end 2005 gains and losses arising
from actuarial computations were fully recognised in the income statement for the period to which
they related.
Assets held for sale and included in disposal groups
Where the carrying amount of assets or assets and associated liabilities of a disposal group is
material and is to be recovered primarily through sale rather than through continued use, these items
are presented separately in the balance sheet.
Immediately prior to being classified as held for sale, the above assets and liabilities are recognised
under the specific IFRS applicable to each asset and liability, and then accounted for at the lower of
the carrying amount and estimated fair value. Any impairment losses are recognised immediately in
the income statement.
Gains and losses resulting from assets held for sale or included in disposal groups, net of the related
tax effects, are recognised in a specific item in the consolidated income statement, together with
comparative amounts.
216
Revenue recognition
Revenues are recognised when the fair value can be reliably measured and it is probable that the
economic benefits associated with the transactions will flow to the Company. Depending on the type
of transaction, revenues are recognised on the basis of the following specific criteria:
•
•
•
•
toll revenues are recognised on an accruals basis in the accounting period in which they are
earned based on motorway usage. Due to partially to the fact that the Group’s network
interconnects with other networks, and that it is consequently necessary to allocate revenues
among the various concessionaires, a portion of toll revenues, relating to the last part of the
period, are determined on the basis of reasonable estimates;
revenues from the sale of goods are recognised when the significant risks and rewards of
ownership of the goods have been transferred to the buyer;
revenue from the rendering of services is recognised in proportion to the stage of completion of
the transaction based on the same criteria used for construction contracts. When the amount of
the revenues cannot be reliably determined, revenues are recognised only to the extent of the
expenses recognised that are recoverable;
revenues in the form of rental income or royalties are recognised on an accruals basis, based on
the agreed terms and conditions of contract.
Interest income (and interest expense) is recognised on an accruals basis that takes account of the
effective yield on the financial asset or liability, based on the effective interest method.
Dividend income is recognised when the right to receive payment is established.
Income taxes
Income taxes are recognised on the basis of a realistic estimate of tax expense to be paid, in
compliance with the regulations in force and taking account of any applicable exemptions.
Deferred tax assets and liabilities are taxes expected to be recovered or paid on temporary
differences between the carrying amounts of assets and liabilities in the balance sheet, calculated in
accordance with the above policies, and the corresponding tax bases, as follows:
•
•
deferred tax assets are only recognised to the extent that it is probable that future taxable profit
will be available against which the asset can be utilised;
deferred tax liabilities are always recognised.
The following Group companies take part in the consolidated tax scheme which was introduced in
2004 and is managed, in accordance with Legislative Decree 344/2003, by the parent
Schemaventotto S.p.A.: Autostrade SpA, Autostrade per l’Italia SpA, Tangenziale di Napoli SpA,
EssediEsse Società di Servizi SpA, TowerCo SpA, Autostrada Torino – Savona SpA, Spea Ingegneria Europea SpA and Autostrade International SpA. For this purpose, relations between
Schemaventotto and the above companies are regulated by a specific contract. As a general
principle, this contract establishes that participation in the consolidated tax scheme may not, under
any circumstances, result in economic or financial disadvantages for the participating companies
compared with the situation that would have arisen had they not participated in the scheme. Should
such disadvantages arise, they are to be offset by a corresponding indemnity to be paid to the
participating companies concerned.
These companies’ current tax assets and liabilities for IRES (corporation tax), which are consolidated
by Schemaventotto, are recognised in the above items relating to current tax assets and liabilities in
the same manner as Group companies which do not participate n the consolidated tax scheme.
IRAP payables, to be settled directly with the tax authorities, are disclosed as current liabilities in the
balance sheet in the item “Current tax liabilities”, less any payments on account. Any overpayments of
IRAP are recognised as “Current tax assets”.
Impairment of assets (impairment testing)
At the balance sheet date, the Group tests property, plant and equipment and intangible assets for
impairment.
If there are indications that these assets have been impaired, the recoverable amounts of such assets
are estimated in order to measure the amount of the impairment loss. Irrespective of whether there is
an indication of impairment, intangible assets with indefinite lives and those which are not yet
217
available for use are tested for impairment at least annually, or more frequently, if an event has
occurred or there has been a change in circumstances that could cause an impairment.
If it is not possible to estimate the recoverable amounts of individual assets individually, the
recoverable amount of the cash-generating unit to which a particular asset belongs is estimated.
This entails estimating the recoverable amount of the asset (represented by the higher of the asset’s
fair value less costs to sell and its value in use) and comparing it with the carrying amount. If the
recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount
is reduced to its recoverable amount.
In calculating value in use, expected future pre-tax cash flow is discounted using a pre-tax rate that
reflects current market assessments of the cost of capital which embodies the time value of money
and the risks specific to the business. Impairment losses are recognised in the income statement, and
are reversed if the circumstances that resulted in the loss no longer exist. Unless such impairment
losses relate to goodwill, they are reversed if the circumstances that resulted in the loss no longer
exist, provided that the reversal does not exceed the cumulative impairment losses previously
recognised.
Estimates and judgements
Preparation of financial statements incompliance with IFRS involves the use of estimates and
assumptions, which are reflected in the measurement of the carrying amounts of assets and liabilities
and in the disclosures provided in the notes to the financial statements, including contingent assets
and liabilities at the end of the period. These estimates and assumptions are especially important in
determining amortisation and depreciation, impairment testing of assets (including the measurement
of receivables), provisions, employee benefits, the fair value of financial assets and liabilities as well
as deferred tax assets and liabilities.
The amounts actually recognised may, therefore, differ from these estimates and assumptions.
Moreover, these estimates and assumptions are periodically reviewed and updated, and the resulting
effects of each change immediately recognised in the financial statements.
Earnings per share
Basic earnings per share is computed by dividing net profit attributable to the Group by the weighted
average number of shares in issue during the year.
Diluted earnings per share is computed by taking into account, for both profit attributable to equity
holders of the parent and the above weighted average, the effects deriving from the
subscription/conversion of all potential shares that may be issued as a result of the exercise of any
outstanding share options.
Segment reporting
IAS 14 requires disclosure of information concerning the various business and geographical
segments in which the Group operates in order to provide a clearer representation of results, risks
and earnings of the Group. In particular, information about business and/or geographical segments
must be provided when a segment’s revenue, assets or profit are more than 10% of the
corresponding aggregate amounts of all Group segments, in such a way that at least 75% of total
consolidated revenue is reported by segment.
In accordance with the definitions of business and geographical segments established by IAS 14,
based on the risks and rewards of a segment that are distinct from those of other business segments,
the analyses conducted of the specific segments in which the Group operates show that the segment
relating to Italian motorway concessions represents over 90% of Group revenue. The operation of
motorway concessions also includes all activities that are vertically integrated with the core business,
such as, for example, engineering, road surfacing and road maintenance. Moreover, other segments,
such as service area sub-concessions, mobile information services and the construction of fully
equipped multi-operator sites for the telecommunications sector, are also linked to the core business,
in that they are complementary activities and, in any event, closely connected to economic use of the
main concession, from which they cannot be legally separated. In substance, these activities generate
revenue related to motorway tolls, as the statistical regressions calculated for this purpose also
demonstrate.
In view of the above, the information required by IAS 14 is not relevant and is, therefore, not provided.
218
New accounting standards
In 2006, no new accounting standards or interpretations were approved or existing accounting
standards or interpretations revised, effective 1 January 2006, that would have had a material effect
on these consolidated financial statements.
The IASB and IFRIC, however, did approve new accounting standards and interpretations that will be
effective for future accounting periods. Certain of these have not yet been endorsed by the European
Commission. New accounting standards and interpretations of relevance to the Group's consolidated
financial statements that may be adopted in future are shown below.
IFRS 7 – Financial instruments: Disclosures
IFRS 7 requires disclosure of the significance of financial instruments for an entities’ performance and
net financial indebtedness. The new standard incorporates certain requirements previously included
in accounting standard IAS 32 (“Financial instruments: disclosure and presentation”). The new
accounting standard also requires disclosure of the level of risk arising from the use of financial
instruments and a description of the objectives, policies, processes and methods used for managing
the risks. IFRS 7 will become effective for accounting periods beginning on or after 1 January 2007.
IFRS 8 – Operating Segments
IFRS 8 determines the information an entity is required to disclose in its annual financial statements
with respect to operating segments and, unlike IAS 14 – Segment Reporting, requires that the same
information also be disclosed in interim reports. It also sets out disclosure requirements relating to
types of products and services, geographical segments and major transactions with an entity’s major
customers. The new standard is the result of a comparison of IAS 14 with SFAS 131 - Disclosures
About Segments of an Enterprise and Related Information as part of the convergence project with US
GAAP, designed to minimize differences.
IFRS 8 will replace IAS 14 and will be mandatory for accounting periods beginning on or after 1
January 2009, although earlier application is allowed.
IFRIC 8 – Scope of IFRS 2
The interpretation clarifies the applicability of IFRS 2 to transactions for which an entity is unable to
specifically identify either a part or all of goods and services received. IFRS 8 became effective for
accounting periods beginning on or after 1 May 2006.
IFRIC 9 – Reassessment of embedded derivatives
The interpretation requires a specific assessment as to whether an embedded derivative is required to
be separated from the host contract and accounted for as a derivative when the entity first becomes a
party to the contract. IFRS 9 became effective for accounting periods beginning on or after 1 June
2006.
In 2006, the relevant international bodies issued the following revisions to and interpretations of
existing accounting standards, which, however, have not yet been endorsed by the European
Commission.
IFRIC 10 – Interim financial reporting and impairment
The interpretation clarifies that in preparing its annual financial statements, an entity may not reverse
an impairment loss recognised in a previous interim period in respect of goodwill or an investment in
either an equity instrument or a financial asset carried at cost.
Entities are required to apply IFRIC 10 for annual periods beginning on or after 1 November 2006,
although earlier application is allowed.
IFRIC 11 – IFRS 2 Group and treasury share transactions
The interpretation clarifies the accounting treatment of certain share-based payment arrangements
involving the entities own equity instruments (e.g., share options issued to employees) and to equity
instruments of other group companies.
Entities are required to apply IFRIC 11 for annual periods beginning on or after 1 March 2007,
although earlier application is allowed.
IFRIC 12 - Service Concession Arrangements
219
As described above, IFRIC 12 substantially confirms the accounting treatment selected from draft
interpretations (D12, D13 and D14) with respect to assets (to be relinquished), liabilities (provisions
for repair and replacement) and revenues and costs relating to concessions granted by government
or other public bodies to private operators for the provision of services, while excluding private-toprivate concessions.
Entities are required to apply IFRIC 11 for annual periods beginning on or after 1 January 2008,
although earlier application is allowed.
The Group is analysing the effect, if any, that the newly issued standards and interpretations could
have on its financial statements bearing in mind the date of their initial application.
220
3.
CONCESSION ARRANGEMENTS
This section provides essential details of the Group’s concession arrangements, including the
information required by SIC 29- Disclosure – Service Concession Arrangements.
As illustrated above, the Group’s core business is the operation of motorways under concessions
granted by ANAS (Italy’s Highways Agency).
Under existing agreements the Group’s concessionaires are responsible for the construction,
management and upkeep of sections of motorway.
The economic and financial soundness of the concessionaires that manage sections of motorway is
guaranteed by business and finance plans annexed to the related agreements and which are
periodically updated. In certain cases, the plans envisage government grants to concessionaires in
order to fund the necessary investment in the construction of the section of motorway under
concession.
In return for their activities, which involve full assumption of the costs and risks linked to the
construction and management of the sections of motorway, the concessionaires receive the related
toll revenues paid by road users, after deducting the portions due to the tax authorities and to ANAS.
Toll charges vary based on a tariff formula established by the Interministerial Committee for Economic
Planning, which takes into account inflation, an agreed productivity factor (which in some cases is
influenced by the concessionaire’s investment plan), and the quality of the services supplied, as
verified by ANAS.
On expiry, concessions are not automatically renewable, but are once again awarded by public
tender, as required by current legislation. To this end, all the motorway infrastructure (so-called
“assets to be relinquished”) must be transferred free of charge to the grantor of the concession, which
then transfers it to the new concessionaire, unless the concession arrangement provides for payment,
by the new concessionaire, of the residual carrying amount of the assets to be relinquished.
With regard to existing concessions, Group companies are engaged in the implementation of a
programme of investment in “Major Works” worth approximately €10.9 billion. Works with a value of
around €2.5 billion have already been completed and are included in the balance sheet at 31
December 2006. The investment programme, which forms part of concessionaires’ finance plans,
essentially regards expansion of existing sections of motorway.
The following table lists the Group’s motorway concessionaires, the related sections managed under
concession and concession expiry dates.
The subsidiary, Port Mobility SpA, holds a concession granted by Civitavecchia Port Authority until 26
May 2035. Under the concession, the company is responsible for carrying out mobility studies,
building, managing and maintaining roads and car parks, and for transport services within the port.
221
Concessionaire
Section of motorway
Autostrade per l’Italia
A1Milan – Naples
A4 Milan – Brescia
A7 Genoa – Serravalle
A8/9 Milan – lakes
A8 / A26 link road
A10 Genoa – Savona
A11 Florence – coast
A12 Genoa – Sestri Levante
A12 Rome – Civitavecchia
A13 Bologna – Padua
A14 Bologna – Taranto
A16 Naples – Canosa
A23 Udine – Tarvisio
A26 Genoa – Gravellona Toce
A27 Venice – Belluno
A30 Caserta – Salerno
Kilometres
in service
Expiry
803.5
93.5
50.0
77.7
24.0
45.5
81.7
48.7
65.4
127.3
781.4
172.3
101.2
244.9
82.2
55.3
2,854.6
31 December 2038
Società Italiana per azioni per il
Traforo del Monte Bianco
Mont Blanc Tunnel
5.8
31 December 2035
Autostrada Torino - Savona
A6 Turin – Savona
130.9
31 December 2038
Società Autostrada Tirrenica
A12 Livorno – Rosignano
36.6
31 December 2028
Autostrade Meridionali
A3 Naples – Salerno
51.6
31 December 2012
Tangenziale di Napoli
Naples ring road
20.2
31 December 2037
Strada dei Parchi
A24 Rome – Teramo
A25 Torano – Pescara
166.5
114.9
281.4
31 December 2029
Raccordo Autostradale Valle
d’Aosta
A5 Aosta – Mont Blanc
222
27.0
30 years from entry
into service of the
motorway
4.
BASIS OF CONSOLIDATION
In addition to the Parent Company, Autostrade S.p.A., the basis of consolidation includes the
companies it directly or indirectly controls.
Compared to 31 December 2005, there have been no changes in the basis of consolidation.
On 30 August 2005, the Group completed the sale of its entire shareholding in the subsidiary,
Europpass Lkw-Mautsystem Gmbh, to the Austrian concession provider, ASFINAG. That company
was, therefore, no longer consolidated as of that date. As indicated in the note on accounting policies,
this company’s operating results for 2005 (to the date of the sale) were classified in “Profit/(loss)
attributable to discontinued operations” so that there has been no effect on the comparability of
results from continuing operations.
The following subsidiaries were not consolidated, as they are believed to be immaterial, due to current
operating status or commercial insignificance, to a true and fair view of the Group’s results of
operations and financial position, and to the purposes of the users of the financial statements (as
qualified by the “Framework for the Preparation and Presentation of Financial Statements” in IFRS):
•
•
•
•
Pavimental Est (a wholly owned subsidiary of Pavimental SpA);
Echo S.c.a.r.l. (in which Pavimental SpA holds a 60.0% interest);
Vespucci S.c.a.r.l. (in which Pavimental SpA holds a 60.0% interest);
Sitech S.p.A. in liquidation (in which Autostrade SpA holds a 79.52% direct interest);
The following table shows key information about each consolidated company and any shareholdings
held by other consolidated companies.
The consolidated financial statements are prepared under international financial reporting standards
(IFRS). Therefore, for the purposes of preparation of these consolidated financial statements,
consolidated subsidiaries either have restated their Italian GAAP financial statements on the basis of
IFRS and, above all, in compliance with the accounting standards and policies adopted by the Parent
Company, or, if they have already adopted IFRS in the preparation of their financial statements from
2006, have, where necessary, revised their financial statements to render them consistent with the
standards and policies adopted by the Parent Company.
The restatements carried out by each consolidated subsidiary are included in special reporting
packages (covering the financial position, cash flows and results of operations) prepared for
consolidation purposes.
The following criteria and methods are applied:
a) adoption of the line-by-line method, by which all assets, liabilities, income and expenses are
shown in the consolidated financial statements, regardless of the percentage interest;
b) elimination of significant intercompany transactions, balances and unrealised gains and losses on
transactions between consolidated companies, recognising the resulting deferred tax effects;
c) elimination of intercompany dividends and re-allocation to the original equity reserves;
d) elimination of the carrying amount of investments in consolidated companies, with the
corresponding shares of equity and allocation of any positive or negative goodwill to the relevant
items (assets, liabilities and equity), based on the date of acquisition of the investment and any
subsequent changes;
e) recognition of minority interest in equity and the income statement, the issued capital, reserves
and profit/(loss) for the period;
f) adoption of the closing rate method for overseas companies preparing financial statements in
foreign currency; this method requires the translation of all monetary assets and liabilities at
closing exchange rates and of income statement items at average exchange rates for the period.
Net translation differences are recognised in equity.
223
The following exchange rates used in the translation of financial statements in foreign currency are
based on those published by Italian Exchange Bureau (average rates) and the ECB (closing rates).
ƒ
ƒ
average euro/USD exchange rate for 2006 1.256;
euro/USD exchange rate at 31 December 2006: 1.317.
224
225
NOTES TO THE CONSOLIDATED BALANCE SHEET
Amounts at 31 December 2005 are shown in brackets.
Balance sheet – Assets
NON-CURRENT ASSETS
5.
€15,351,027 thousand (€14,882,286 thousand)
Property, plant and equipment
€7,709,788 thousand (€6,896,484 thousand)
At 31 December 2006, property, plant and equipment totals €7,230,336 thousand, representing an increase
of €813,304 thousand compared with 31 December 2005. This increase primarily derives from the combined
effects of the following factors:
-
new investments of €1,176,737 thousand;
depreciation of €303,452 thousand;
government grants recognised in the period, totalling €43,531 thousand, and principally relating to the
subsidiaries, Autostrade per l’Italia SpA, Raccordo Autostradale Valle d’Aosta (RAV) and Autostrada
Torino – Savona.
The following tables show details of capital expenditure by consolidated companies during 2006, and
movements in property, plant and equipment during the period, including amounts at the beginning and end
of the period.
There were no changes in the expected useful lives of these assets during the year.
226
227
ASSETS TO BE RELINQUISHED
€7,538,335 thousand (€6,737,097 thousand)
This item breaks down as follows:
The increase of €801,238 thousand compared to 31 December 2005 is attributable to the combined
effect of the following movements:
•
•
•
new investments totalling €1,121,430 thousand, regarding both construction of new sections of
motorway and upgrading of existing roads;
depreciation of €263,446 thousand, calculated as described in Note 2 “Accounting policies”, to
which reference should be made;
government grants of €43,066 thousand, which principally regard the subsidiaries, Autostrade per
l’Italia SpA, Raccordo Autostradale Valle d’Aosta (“RAV”) and Autostrada Torino-Savona S.p.A.
With regard to investments made by the subsidiary, RAV, which represents a Cash Generating Unit
(CGU), as do all the other concessionaires, during transition to IFRS and in application of the
impairment tests required by IAS 36, the above subsidiary’s assets to be relinquished at 1 January
2004 were written down by €281,619 thousand, gross of the related deferred tax effect of €104,903
thousand. This was essentially due to the modest value of the cash flows expected in future years
through to the termination of the concession. The test was updated to 31 December 2005 on the basis
of new financial and market information at that date, discounting the new estimate of expected cash
flows at a rate of 6.16%, which is the sector WACC. In the case of RAV alone, the test resulted in an
impairment loss of €268,790 thousand, gross of the related deferred tax effect of €100,124 thousand.
This was reflected in a reversal of impairment losses for 2005, totalling €12,829 thousand, classified
in “(Impairment losses)/Reversal of impairment losses” in the income statement.
Preparation of the 31 December 2006 financial statements entailed updating impairment tests, which
confirmed the recoverability of carrying amounts for all Group concession companies with respect to
fair value as well as estimated value in use. Value in use was determined by discounting projected
cash flows to their present value by using a revised discount rate of 5.70%.
228
PROPERTY, PLANT AND EQUIPMENT
€171,237 thousand (€140,164 thousand)
This item breaks down as follows:
This item includes investments in operating assets made by the Group through direct acquisition of
assets.
These assets are depreciated over their residual useful lives, as described in Note 2 “Accounting
policies”, to which reference should be made.
The net increase for 2006, amounting to €31,073 thousand, is due to purchases of €55,307 thousand
(essentially plant, machinery and other assets), depreciation of €39,862 thousand and net
reclassifications of €17,746 thousand substantially relating to land and buildings previously included in
“Property, plant and equipment held under finance leases”, following the purchase, by Autostrade per
l’Italia, of a building located in Rome (Via Bergamini 50) at the end of the lease term.
PROPERTY, PLANT AND EQUIPMENT HELD UNDER FINANCE LEASES
(€19,223 thousand)
€175 thousand
This item breaks down as follows:
This item includes operating assets acquired by the Group through finance leases, which are
recognised in the balance sheet in accordance with the requirements of IAS 17.
During the year, the balance decreased due to the reclassification of assets under finance leases
following the purchases described in the note on “Property, plant and equipment” and depreciation for
the year.
INVESTMENT PROPERTY
€41 thousand (-)
This item refers to land and buildings not used for operations accounted for at cost, and previously
classified as property, plant and equipment. In 2006, the buildings, which are let, generated rental
income of €16 thousand.
The fair value of these assets is estimated to be €873 thousand, based on an independent expert
appraisal.
229
6.
Intangible assets
€4,483,373 thousand (€4,483,612 thousand)
GOODWILL AND OTHER INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIVES
thousand (€4,382,943 thousand)
€4,382,944
This item essentially refers to the carrying amount of goodwill, totalling €4,382,941 thousand (the
same as 31 December 2005), deriving from the acquisition of a majority interest in the former
Autostrade – Concessioni e Costruzioni Autostrade SpA in 2003. As explained in Note 2 “Accounting
policies”, the value of this goodwill has been determined under Italian GAAP and is consistent with the
net carrying amount at 1 January 2004, the IFRS transition date. This goodwill has been allocated
entirely to the Cash Generating Unit represented by the concessionaire, Autostrade per l’Italia.
This amount is not amortised on a systematic basis and is subject to impairment tests, which have
confirmed recoverability of the above carrying amount, with respect to both fair value as well as
estimated value in use.
The estimate of the value in use was based on the commitments and rights deriving from the finance
and business plans currently approved by the concession provider (including new motorway
investments and maintenance and upkeep). The plans, which also include traffic estimates for
Autostrade per l’Italia’s network, apply to the entire concession term, which expires on 31 December
2038. The expected future cash flows were discounted using the rates previously described in the
note to “Assets to be relinquished” in property, plant and equipment.
OTHER INTANGIBLE ASSETS
€100,429 thousand (€100,669 thousand)
The balance at 31 December 2006 is comprised of the following principal categories:
a) “development costs” (€16,261 thousand), relating to software development;
b) “industrial patents and intellectual property rights” (€5,228 thousand), relating to the cost of
purchasing software licences;
c) “concessions, licences and similar rights” (€74,879 thousand), which include the cost incurred by
the subsidiary, Tangenziale di Napoli, amounting to €72,945 thousand, in order to extend the term
of its motorway concession to 2037;
d) other “intangible assets in progress and prepayments” (€4,061 thousand), relating to costs
incurred by Società Autostrade Meridionali for the development of software to manage and
monitor the motorway network.
The fact that the carrying amount of intangible assets is substantially unchanged with respect to 31
December 2005 is essentially due to the combined effect of:
•
•
new investments of €21,711 thousand;
amortisation of €21,950 thousand, calculated on the basis described in Note 2 “Accounting
policies”, to which reference should be made;
In 2006, moreover, research and development expenditure of approximately €2 million, excluding staff
costs of individuals engaged in that activity, was recognised in the income statement. These activities
are carried out in order to improve infrastructures, the services offered, safety levels and protection
and enhancement of the environment.
The following statement shows amounts at the beginning and end of the period and movements in the
different categories of intangible assets during 2006.
230
231
7.
Investments
€205,154 thousand (€133,534 thousand)
INVESTMENTS ACCOUNTED FOR AT COST OR FAIR VALUE
thousand)
€65,602 thousand (€65,644
This item relates to investments in unconsolidated subsidiaries and other companies, as shown
below:
a) “unconsolidated subsidiaries”, with a value of €12 thousand at 31 December 2006, relate to
investments in:
•
•
Echo S.c.a.r.l., represented by 60.0% of the consortium fund with a value of €6 thousand;
Vespucci S.c.a.r.l., represented by 60.0% of the consortium fund with a value of €6 thousand,
incorporated in 2006.
The Group also holds 100% of Pavimental Est, whose carrying amount has already been fully
written down in previous years.
b)
“other companies”, amounting to €65,590 thousand and representing a decrease of €49
thousand compared to 31 December 2005. At 31 December 2006, this item primarily relates to
investments in the following companies:
•
•
•
Autostrada del Brennero (a 5.51% interest), totalling €42,955 thousand;
Autovie Venete (a 4.29% interest), totalling €18,699 thousand;
Firenze Parcheggi (a 5.36% interest), totalling €2,582 thousand.
All the investments included in this item are accounted for at cost, in that they regard financial
instruments issued by unlisted entities, for which the related fair value cannot be reliably determined.
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
thousand)
€139,552 thousand (€67,890
This item refers entirely to the value of investments in associates and joint ventures, totalling
€139,552 thousand, net of unpaid, called-up share capital at the end of the year.
This item consists of the following principal investments:
a) Autostrade del Sud America (a 45% interest), totalling €47,974 thousand, which is the indirect
parent of the Chilean concessionaire, Costanera Norte;
b) Autostrade Lombarde (a 35.5% interest), totalling €32,671 thousand;
c) IGLI S.p.A. (a 20% interest), totalling €24,741 thousand. IGLI is the main shareholder of the
Impregilio Group (at 31 December 2006 it held 29.87% of share capital);
d) Stalexport S.A. (a 21.7% interest), totalling €20,054 thousand.
e) Autostrada Pedemontana Lombarda (a 50.0% interest), totalling €6,289 thousand.
f)
Società Infrastrutture Toscane SpA, (a 46.60% interest), totalling €3,495 thousand.
The net increase of €71,662 thousand compared to the 31 December 2005 amount is essentially due
to:
•
•
subscription of the shares of Autostrade del Sud America (€45,000 thousand), a company
incorporated in 2006. This company, through its newly incorporated wholly owned subsidiaries,
acquired a 100% interest in Costanera Norte from the Impregilo Group on 21 June 2006. The
acquired company manages a motorway in the Santiago de Chile metropolitan area;
the acquisition by the Parent Company of a 21.7% interest in the share capital of Polish company
Stalexport S.A: for €20,054 thousand. Stalexport is the holder of the A4 Krakow-Katowice
motorway concession;
232
•
•
•
a €3,495 thousand share subscription in Società Infrastrutture Toscane S.p.A., which was
incorporated in 2006. The company’s purposes include the construction of the Prato-Signa
motorway link;
subscription of the Group’s share of the capital increase carried out by Autostrada Pedemontana
Lombarda, totalling €1,000 thousand;
recognition of the Group’s share of the profits or losses for the period of associates and joint
ventures, amounting to a positive net total of €4,515 thousand and of other movements in the
equity of these companies, amounting to a negative €2,650 thousand (recognised directly in
equity).
The process of accounting for investments using the equity method was based on the latest available
approved financial statements of associates and joint ventures, supplemented by certain estimates,
based on available information, if the financial statements for the year ended 31 December 2006 were
not available and, where necessary, adjusted to be consistent with Group accounting policies.
The following pages show:
•
•
a table showing amounts at the beginning and end of the period and movements in investments
during the year;
a list of associates and joint ventures, showing the Group’s percentage interest and the related
carrying amount at 31 December 2006.
233
234
235
8.
Other financial assets
€739,259 thousand (€890,221 thousand)
LONG-TERM BANK DEPOSITS
€713,150 thousand (€880,561 thousand)
This item essentially regards disbursement by SanPaolo-IMI and Crediop of tranches of the loan
taken out in order to access the government grants provided under Laws 662/1996 and 345/1997.
These grants are designed to finance new works. Funds are released and become available to the
Group based on the percentage of completion of the works. This type of deposit primarily regards:
•
•
Autostrade per l’Italia, totalling €670,330 thousand (€828,553 thousand at 31 December 2005), to
finance work on the Aglio-Canova section of motorway between Florence and Bologna;
Autostrada Torino-Savona, totalling €42,805 thousand (€51,993 thousand at 31 December 2005),
to finance completion of work on doubling the motorway of the same name.
“Short term bank deposits” classified as “Other current financial assets” include term deposits which
will mature within twelve months.
DERIVATIVE FINANCIAL INSTRUMENTS
€10,891 thousand (€795 thousand)
The above amount represents the fair value of certain derivative financial instruments, held by the
Group at 31 December 2006 for the purposes of hedging exposure to interest rate and foreign
exchange risks associated with medium/long-term borrowings.
At 31 December 2005, the positive value of these contracts amounted to €795 thousand, whilst a
further gain of €10,096 thousand was recognised in 2006. The increase has been accounted for (net
of the related tax effect) in equity, consistent with the treatment of cash flow hedges required by IAS
39.
Details of derivatives subscribed to by the Group for hedging purposes is contained in Note 44
“Financial risk management”.
OTHER FINANCIAL ASSETS
€15,218 thousand (€8,865 thousand)
This item includes non-current receivables and financial assets and increased in 2006 by €6,353
thousand essentially due to the reclassification to this item of €6,622 thousand receivable from ANAS
at 31 December 2006 for Law 662/1996 grants to the subsidiary, Autostrada Torino-Savona, which
had been previously classified as other current assets.
9.
Deferred tax assets
€2,205,675 thousand (€2,462,314 thousand)
This item regards deferred tax assets recognised in the consolidated financial statements as a result
of temporary differences between the carrying amounts of assets and liabilities and the corresponding
tax bases.
The value of such assets and movements during 2006 are shown in the following statement:
(€000)
MOVEMENTS DURING THE PERIOD
31 Dec 2005 (*)
Deferred tax assets relating to:
Provisions
Eliminated intercompany goodwill
31 Dec 2006
Deferred tax
assets relating to
gains and losses Reclassifica-tions Other movements
recognised in
equity
Releases
1,926,869
-
-131,008
-
-
-
1,795,861
Gains and losses recognised in equity
69,442
-
-
-46,963
-
-
22,479
Tax loss carry forwards
13,830
154
-8,169
-
-
5,490
11,305
Provisions
280,731
42,855
-1,949
-
-111,521
-1,210
208,906
Impairments and depreciation of property, plant
and equipment
121,524
6,520
-93
-
-44
-
127,907
Other temporary differences
Balance
49,918
15,516
-16,298
-
-11,252
1,333
39,217
2,462,314
65,045
-157,517
-46,963
-122,817
5,613
2,205,675
(*) Compared with the previously published amount, the balance at 31 December 2005 has been restated following restrospective application of IAS 19, which has
resulted in a different allocation of deferred tax assets and liabilities deriving from actuarial gains and losses for the previous year. These gains and losses are now recognised directly in equity.
236
The balance at 31 December 2006 primarily consists of residual deferred tax assets (€1,795,861
thousand) recognised on the reversal of the intercompany gain arising in 2003 as a result of the
transfer of motorway assets to Autostrade per l’Italia, which corresponded to goodwill deductible by
this company.
The balance also includes deferred tax assets of €22,479 thousand deriving from gains and losses
recognised directly in equity, resulting from the financial liability created through the recognition of the
Group’s hedging instruments as cash flow hedges in accordance with IAS 39. The balance also
includes deferred tax assets of €208,906 thousand, relating to non-deductible provisions, made
primarily to cover the cost of repair and replacement of assets to be relinquished. Following
Autostrade per l’Italia’s adoption of IFRS in 2006, it was necessary to make certain reclassifications
between deferred tax assets and deferred tax liabilities. In particular, €122,817 thousand was
reclassified from deferred tax liabilities to deferred tax assets. The reclassification was made in
connection with the effect on deferred taxes of provisioning.
The balance of €127,907 thousand at 31 December 2006 relates to impairment losses (applied by
RAV) and non-deductible depreciation.
Other changes of €5,613 thousand are essentially due to the net effect of deferred tax assets
recognised by Società italiana per Azioni per il Traforo del Monte Bianco (€5,490 thousand), relating
to tax loss carry forwards for which facts and circumstances during the year indicated that they would
be recoverable, thus permitting recognition.
10.
Other assets
€7,778 thousand (€16,574 thousand)
This item, which primarily regards withholding tax paid on staff termination benefits (€7,597
thousand). The decrease compared to last year is essentially due to:
•
•
reduction of the tax receivable relating to staff termination benefits of €1,896 thousand, due to the
release of the provision during the year;
the settlement of other tax receivables of €6,688 thousand relating to previous years, paid to
Tangenziale di Napoli during 2006.
237
CURRENT ASSETS
11.
€1,276,919 thousand (€1,091,769 thousand)
Trading assets
INVENTORIES
€823,137 thousand (€746,650 thousand)
€49,987 thousand (€43,714 thousand)
This item, which refers primarily to stocks and spare parts used for the maintenance or assembly of
plant, has increased by €6,273 thousand compared to 31 December 2005.
CONTRACT WORK IN PROGRESS
€12,820 thousand (€14,048 thousand)
This item regards contract work completed at 31 December 2006, totalling €14,045 thousand,
measured on the basis of contract targets and relating to the execution of works and services,
primarily on behalf of customers such as public sector entities and ANAS, net of impairments
reflecting contract losses (€1,225 thousand).
The decrease for the year was caused by a reduction in the value of work performed by Autostrade
per l’Italia which was partially offset by additional work performed by Pavimental on third party
customer contracts.
TRADE RECEIVABLES
€760,330 thousand (€688,888 thousand)
This item essentially consists of:
a) amounts due from customers, totalling €732,267 thousand, net of provisions for doubtful debts of
€72,901 thousand. Amounts due from customers increased €65,281 thousand compared to year
end 2005 (€666,993 thousand, net of provisions for doubtful debts of €56,742 thousand). The
increase primarily relates to the increase in tolls and deferred payment systems (Telepass).
b) amounts due from associates and joint ventures, totalling €19,150 thousand, net of provisions for
doubtful debts of €1,106 thousand. Amounts due from associates and joint ventures are up
€5,078 thousand on year end 2005. The balance primarily includes trade receivables due from
GEIE, which manages the Mont Blanc Tunnel (€19,007 thousand);
c) amounts due from parent companies, totalling €133 thousand (€157 thousand at 31 December
2005) predominantly consisting of rent charged to Schemaventotto for property owned by the
Group;
d) other assets, totalling €6,397 thousand (€7,195 at 31 December 2005), which include traderelated accrued income and prepayments.
12.
CASH
Cash and cash equivalents
€76,672 thousand (€90,167 thousand)
€71,293 thousand (€77,324 thousand)
This item includes:
a) cash in hand, totalling €32,449 thousand (€18,260 thousand at 31 December 2005), which
essentially consists of toll receipts in collection during the last days of the year;
b) cash at bank and at post offices, totalling €38,844 thousand, which is down €20,220 thousand on
31 December 2005 (€59,064 thousand).
CASH EQUIVALENTS
€5,379 thousand (€12,843 thousand)
This item includes assets readily convertible to known amounts of cash, being:
a) trading securities, totalling €5,001 thousand (€11,881 thousand at 31 December 2005), held by
RAV as a result of temporary investment of its liquidity, whilst waiting to use it to cover its
requirements linked to completion of the company’s current investment programmes;
b) readily convertible bank deposits and cheques in hand, totalling €378 thousand (€962 thousand at
31 December 2005).
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13.
Other financial assets
€230,154 thousand (€83,073 thousand)
CURRENT PORTION OF MEDIUM/LONG-TERM FINANCIAL ASSETS
(€26,306 thousand)
€35,824 thousand
This item essentially regards accrued income of €26,308 thousand at year end, (€25,670 thousand at
31 December 2005), relating to derivative financial instruments to hedge exposure to interest rate and
foreign exchange risks associated with borrowings and the current portion of amounts payable by
ANAS to Autostrada Torino-Savona for Law 662/1996 grants, amounting to €8,302 thousand.
SHORT-TERM BANK DEPOSITS
€189,765 thousand (€24,770 thousand)
The item principally relates to the current portion of term bank deposits in the books of Autostrade per
l’Italia (€164,174 thousand) and Autostrada Torino-Savona (€24,998 thousand) in connection with
grants pursuant to Laws 662/1996, 345/1997 and 135/1997, as already described in Note 8.
OTHER FINANCIAL ASSETS
€4,565 thousand (€31,997 thousand)
This item essentially consists of:
a) loans to associates, totalling €2,082 thousand (€1,992 thousand at 31 December 2005);
b)
accrued financial income and prepaid financial expenses, totalling €2,777 thousand (€2,777
thousand at 31 December 2005).
The decrease compared to 31 December 2005 is due to the surrender of INA – Assitalia investment
insurance policies that RAV had taken out (€26,539 thousand at 31 December 2005). The surrender
value of the policies was used to finance work on expanding the section of motorway managed by
that company.
14.
Current tax assets
€62,677 thousand (€41,128 thousand)
This item consists of:
a) tax prepayments, withholding taxes and tax credits, totalling €17,229 thousand (€11,760 thousand
at 31 December 2005), primarily relating to IRAP and IRES credits of Group companies that do
not participate in the consolidated tax scheme;
b) amounts due to the parent, Schemaventotto, totalling €45,448 thousand (€29,368 thousand at
year-end 2005) in the form of IRES credits deriving from the participation of certain Group
companies in the consolidated tax scheme described in Note 2 “Accounting policies”, to which
reference should be made.
15.
Other assets
€84,279 thousand (€130,751 thousand)
This item consists of receivables and other current assets that are not classifiable as trading or
financial. The balance at 31 December 2006 includes:
a) receivables due from end users, totalling €23,283 thousand, as cover for damage caused to
motorway infrastructure (€21,425 thousand at 31 December 2005);
b) amounts due from motorway companies that operate interconnecting networks, totalling €13,289
thousand (€12,437 thousand at 31 December 2005), in the form of tolls payable to the Group but
collected by other concessionaires;
c) tax credits not related to income taxes, totalling €10,513 thousand (€16,690 thousand at 31
December 2005);
d) amounts due from social security institutions, totalling €1,985 thousand (€2,125 thousand at 31
December 2005) and public entities, amounting to €7,202 thousand (€4,949 thousand at 31
December 2005).
239
This item also includes the residual carrying amount of the investment in the unconsolidated
subsidiary, Sitech S.p.A. (in liquidation), of €4,169 thousand (€35,128 thousand at 31 December
2005), whose liquidation is expected to be completed shortly. The decrease for the year derives from
the company’s repayment of shareholder contributions for future share capital increases paid in
previous years.
240
Balance sheet – Equity and liabilities
16.
Equity
€3,862,541 thousand (€3,414,073 thousand)
Equity attributable to equity holders of the parent and minority interest breaks down as follows:
Changes in the main items in consolidated equity during 2006 are shown in the above statement, to
which reference should be made. Moreover, the “Statement of consolidated total recognised gains
and losses” in a previous note shows detailed gains and losses which, in compliance with IFRS, are
recognised directly in equity rather than in the income statement for the period.
The Parent Company’s issued capital is fully subscribed and paid-in and consists of 571,711,557
ordinary shares of a par value of €1 each. The total value of €571,712 thousand is unchanged, in
terms of both amount and composition, compared with 31 December 2005.
Equity attributable to equity holders of the parent, totalling €3,574,429 thousand, has increased by
€439,633 thousand compared with 31 December 2005. The main changes during the year regard:
a) payment of the final dividend for 2005 to the Parent Company’s shareholders, amounting to €0.31
per share or €177,231 thousand, net of the interim dividend for 2005 paid in November 2005,
totalling €142,928 thousand or €0.25 per share;
b) payment of an interim dividend for 2006 to equity holders of the Parent Company, totalling
€150,074 thousand or €0.2625 per share;
c) recognition of an increase in fair value of €97,507 thousand on outstanding cash flow hedges at
31 December 2006;
d) profit for 2006, totalling €665,348 thousand.
Equity attributable to minority interest, amounting to €288,112 thousand, has increased by €8,835
thousand compared to 31 December 2005. The main changes during the year regard:
a) capital contributions from minority shareholders in Strada dei Parchi, totalling €3,426 thousand, as
payment of the unpaid, called-up share capital subscribed on 31 May 2005, following the relevant
shareholder resolutions;
b) payment of dividends of €1,940 thousand;
c) profit for 2006, totalling €7,062 thousand.
The “Consolidated financial review” in the management report on operations provides a reconciliation
of Autostrade SpA’s equity at 31 December 2006 and profit for the year then ended with the
corresponding consolidated amounts.
241
NON-CURRENT LIABILITIES
17.
€10,326,932 thousand (€10,590,810 thousand)
Provisions (non-current portion) €1,052,472 thousand (€1,039,507 thousand)
(current portion)
€222,165 thousand (€203,011 thousand)
PROVISIONS FOR EMPLOYEE BENEFITS (non-current portion)
thousand)
(current portion)
thousand)
€198,071 thousand (€230,552
€46,782 thousand (€14,122
This item consists of the following provisions:
a) provisions for staff termination benefits to be paid to employees on termination of their
employment.
Provisions, including both current and non-current components, declined from €227,786 thousand
at 31 December 2005 to €220,247 thousand at 31 December 2006, representing a net decrease
of €7,539 thousand. This is essentially the difference between operating and financial provisions
(totalling €23,234 thousand), deferred actuarial gains recognised in equity and uses (of which
€19,051 thousand was for benefits and advances paid).
The reduction during the period particularly relates to the actuarial component, following the use
of a higher annual discount rate, consistent with interest rate movements, than the rate used at
the end of 2005.
As mentioned in Note 2 “Accounting policies”, effective 1 January 2006, actuarial gains and loses,
net of taxes, are recognised in a specific equity reserve.
Provisions at 31 December 2006 include €198,71 thousand classified in this item and €22,176
thousand classified in “Current provisions”.
The 2007 Finance Act and related implementation decrees have introduced changes relating to
the manner in which staff termination benefits are to be treated with effect from 1 January 2007.
The changes include the employee’s ability to select the manner in which his contributions will be
invested. It will be possible for the employee to stipulate whether new contributions are to be paid
into a pre-selected type of pension fund or held within the company (in which case, the company
will pay staff termination contributions to a treasury account held at INPS).
Given the extent of uncertainty with respect to the interpretation of the legislation, which has only
been recently approved, and the impossibility of determining the form in which employees will
choose to keep their vesting benefits (employees have until 31 December 2006 to decide), it is
not possible for the actuarial valuation at 31 December 2006 to quantify the potential impact of the
reform.
The main actuarial assumptions applied in estimating provisions for staff termination benefits at
31 December 2006 are shown below:
financial assumptions:
-
annual discount rate:
4.25%
annual inflation rate:
2.0%
annual turnover rate:
2.0 – 5.0%
annual rate of advances paid:
2.0 – 3.5%
annual wage increase:
3.0%
(determined as the weighted average of specific rates of wage increases for senior managers,
middle managers, administrative staff and manual workers)
242
demographic assumptions:
-
mortality:
disability:
retirement age:
ISTAT 2000
INPS tables by age and sex
Mandatory state pension retirement age
b) provisions for the three-year incentive plan for senior management, which have risen from
€16,890 thousand at 31 December 2005 to €24,606 thousand at 31 December 2006, representing
an increase of €7,716 thousand due to provisioning for the year. The balance is entirely
recognised as a current liability due to the fact that the achievement of targets will be verified and
bonuses paid in 2007.
PROVISIONS FOR REPAIR AND REPLACEMENT OF ASSETS TO BE RELINQUISHED
(non-current portion) €834,055 thousand (€795,474 thousand)
(current portion)
€98,111thousand (€100,836 thousand)
This item regards provisions for the repair and replacement of assets to be relinquished, in
accordance with undertakings given by the Group’s concessionaires in agreements with concession
providers.
Provisions for both current and non-current charges have risen to €932,166 thousand at 31 December
2006 from €896,310 thousand at 31 December 2005, representing a net increase of €35,856
thousand. This results from the difference between new provisioning (€402,282 thousand) and uses
(€366,426 thousand) during the year, in connection with repairs and replacements carried out during
2006. The increase in the provisions is essentially due to provisioning by Autostrade per l’Italia
(€354,634).
Provisions at 31 December 2006 include €834,055 thousand classified as non-current liabilities and
€98,111 thousand classified as current liabilities.
OTHER PROVISIONS
(non-current portion)
(current portion)
€20,346 thousand (€13,481 thousand)
€77,272 thousand (€88,051 thousand)
The non-current portion is comprised of provisions for disputes, which essentially represent the
estimated liabilities expected to be incurred in connection with pending litigation, including those with
contractors regarding contract reserves.
€74,230 thousand of the current portion relates to the provision for disputes; and €3,042 thousand to
provisions for impairment losses on investments which were created with respect to the capital
deficits which arose through the recognition of costs in connection with the closure of Pavimental Est
(€210 thousand) and the R.F.C.C. consortium (€2,832 thousand) in excess of their respective carrying
amounts.
The total balance decreased by a net amount of €3,914 thousand, primarily due to the difference
between new provisions (€9,309 thousand) and uses (€12,987 thousand) in 2006.
Group companies are party to a number of disputes with the tax authorities. The related amounts are
not significant.
In 2006, €11,750 thousand of provisions for disputes with the tax authorities were used in connection
with 1997 and 1998 assessments made on the Parent Company in 2003. Details of the disputed
amounts, which total €608 million in additional taxes, fines and interest, have been provided in the
past financial statements, to which reference should be made.
In response, the Parent Company made a proposal to the Tax Office based on a settlement via
conciliation which was concluded in 2006, following a complex process that began in 2004. This was
accompanied by a request for protection, asking for annulment of the tax assessments, and an appeal
brought under art. 19 of Legislative Decree 546/1992 before the Provincial Tax Tribunal of Rome.
Having obtained favourable opinions from both the Attorney General’s Office and the Regional Head
Office, the relevant department of the Tax Office made a formal proposal to the Parent Company in
July 2006, regarding a conciliation agreement pursuant to art. 48 of Legislative Decree 546/1992. The
proposal contained details of the claims that the Office was prepared to drop and those it intended to
pursue, together with the relevant technical explanations.
243
After assessing all aspects of the proposed conciliation agreement, the Directors of the Parent
Company resolved to agree to the conciliation agreement as proposed by the Tax Office. The signed
agreement was then filed with the Secretariat of the Provincial Tax Tribunal of Rome.
The agreement envisages that the tax authorities will drop the most significant claim, regarding the
failure to report taxable extraordinary income of €513.5 million, assuming a cause-and-effect
relationship between the settlement of disputed amounts claimed by the Company from ANAS and
extension of the concession term.
The Attorney General’s Office has, in fact, acknowledged that renewal of the motorway concession
must be linked to the direct implementation of legislation (art. 14 of Law 359/92) and not to the
“waiver” of amounts claimed from ANAS, constituting a form of payment by Autostrade.
On the other hand, the conciliation agreement upholds the claim relating to the deduction from taxable
income of an impairment loss of €15.8 million on receivables due from ANAS to recover costs
incurred for the Voltri-Rivarolo link road, with the application of tax of €8.4 million, in view of the
peculiar nature of the item, given that it was the only receivable written off following renewal of the
concession, and that it had been considered sufficiently certain in nature by the Company to be
recognised in the financial statements. The Tax Office has, however, offered to omit the relevant
fines, in application of art. 6 of Legislative Decree 472/1997, taking account of the undeniable
complexity of this particular aspect and the evident uncertainties regarding implementation of the
related tax regulations.
Finally, the conciliation agreement also upholds the claim relating to improvement costs in excess of
provisions established pursuant to art. 73, paragraph II of the Consolidated Income Tax Act, with the
possibility of offsetting taxes due for 1997 against rebates payable for 1998, given the excess amount
of tax paid for that year, with the application of a final tax of €9.6 million. This amount is directly linked
to the cancellation of ILOR and the introduction of IRAP in 1998. The Tax Office believes that the
costs in question should be deducted over at least two financial years. As a result, the agreement
envisages abandonment of a similar claim for 1998. The application of fines in relation to this claim
had been excluded from the issue of the assessment, in view of the uncertainty surrounding
application of the regulations.
The conciliation agreement represents a single proposal for the resolution of all the disputed claims.
Given that the agreement substantially equates to a settlement, there is no requirement for an
admission of liability in respect of the tax authorities’ claims.
At the hearing, the Provincial Tax Tribunal reversed the decision relating to 1997 in recognition of the
out-of-court settlement, and dismissed the claim relating to 1998 due to a lack of substance.
On 5 December 2006, Autostrade paid the amount determined in the conciliation agreement plus
accrued interest pursuant to art. 20 of Presidential Decree 602/1973 and Ministry Circular 97/1994.
The full cost of the dispute was, consequently, €25.5 million, of which €11.8 million was provisioned in
prior years and €13.7 million recognised in the income statement for 2006 (a €6.2 million tax charge
and €7.5 million in interest).
As explained in detail in the management report on operations, contingent liabilities, other than those
for which provisions have been made, include a declaratory action brought by ANAS SpA before the
Civil Court of Rome, which subsequently issued a subpoena to Autostrade SpA and Autostrade per
l’Italia SpA on 9 December 2006. ANAS SpA has petitioned the court to rule on a breach of
undertakings given by Autostrade SpA and Autostrade per l’Italia SpA and to order the companies to
promptly carry out works in accordance with the projections in the financial plan.
In particular, the subpoena - of which the Ministry of Infrastructure, the Ministry of the Economy and
Finance and the Interministerial Economic Planning Committee were also notified – claims the
following:
• the delay in executing the works amounts to €1,959.9 million at 31 December 2005;
•
Autostrade per l’Italia SpA has refused to post the benefits deriving from the delayed execution of
investments to its accounts, as previously requested by ANAS SpA.
As a result of these breaches, ANAS has petitioned the Court to:
• rule on whether or not Autostrade per l’Italia SpA and Autostrade SpA are in breach of their
obligation to promptly carry out investments in accordance with the provisions of the agreement
and the financial plan;
• consequently order the companies to jointly and severally meet the obligations of which they are
in breach;
244
•
rule on whether or not the defendant companies have breached the “obligation to commit financial
resources corresponding to the amount of projected and incomplete investments shown by
evidence, subject, however, to a minimum of €1,959.9 million and the obligation to provision
and/or commit amount equal to the concessionaires’ financial benefits as a consequence of the
fact that the investments were not made […] which shall in no case be less than €49 million”;
• order the defendant companies to jointly and severally pay compensation for the damages
caused to ANAS SpA as a result of the breaches;
• ascertain – expressly without prejudice to expanding and amending the petition including a motion
to order the direct refund of toll increases made in prior years and to object to citing art. 1460 of
the Italian Civil Code to excuse performance due to the suspension of the annual revision of tolls
for 2007” - that Autostrade per l’Italia and Autostrade as a result of their breach “...do not have full
rights to the contractually determined consideration and, moreover, have no right to increase tolls
for 2007”;
On 27 March 2007 Autostrade SpA and Autostrade per l’Italia SpA filed their statement of defence in
response to the above subpoena. Procedurally, their defence is based on the nullity of the subpoena
on the grounds of the imprecise nature of the claim.
With respect to the facts, Autostrade per l’Italia SpA and Autostrade SpA have based their defence on
the following arguments:
• Autostrade per l’Italia gave an undertaking, on the basis of the Agreement executed with ANAS,
to carry out the planned works, but gave no undertaking with regard to the timing and cost of the
works. The time frame indicated in the financial plan appended to the agreement is not, therefore,
binding, but merely constitutes a forecast. The Company’s position is backed up by the earlier
opinions of two well-known legal experts (Prof. Guarino and Prof. Cassese). It is, on the other
hand, sufficient to consider that the time it takes to carry out works is closely linked to completion
of the related approval procedures, which are lengthy and complicated, involving a large number
of entities and bodies over whom the concessionaire has no influence;
• in any case, Autostrade per l’Italia SpA may not be held responsible for the reported delays.
Indeed, the company has made every effort to remove the obstacles – occurring primarily during
the authorisation phase for each project –¬ which have hindered completion of the works;
• the fact that Autostrade per l’Italia SpA is not responsible for the delays has already been
recognised by ANAS SpA itself on several occasions;
• linking the right to increase tolls in 2007 to delays in carrying out investments is without
substance, aside from the fact that Autostrade per l’Italia SpA is not responsible for such delays,
as there is no correlation whatsoever between the stage of completion of such works and ordinary
increases in tolls. Moreover, the delays, rather than benefiting Autostrade per l’Italia SpA, have
resulted in significant cost increases;
• the delays in carrying out the works do not constitute a case of force majeure, which under the
terms of the agreement would justify a request by ANAS SpA for a revision of the financial plan.
The parties are to attend an initial hearing on 18 April 2007.
Notwithstanding the obligation of the concessionaires to complete the works, the petition to commit
and/or provision financial resources for the projected and incomplete works, and the consequent
financial benefits, have no bearing on any contractual obligation in that respect. Due to the delays,
which, as conceded by ANAS, moreover, were not caused by the concessionaire, performance of the
works, in accordance with the Agreement of 1997, will result in an increase in costs to be fully borne
by the concessionaire.
Based on the above considerations, which are also echoed in the legal opinions of authoritative
experts in the field, which will be used to support the arguments put forward by Autostrade SpA and
Autostrade per l’Italia SPA in their defence, it was deemed unnecessary to allocate any related
provisions in the companies’ financial statements. This also reflects the requirements of IAS 37 –
“Provisions, Contingent Liabilities and Contingent Assets” and, with reference to the recognition and
measurement of assets, IAS 16 “Property, Plant and Equipment”.
The following table shows provisions at the beginning and end of the period and movements during
2006, showing non-current and current portions.
Further information on significant corporate, regulatory and legal aspects are contained in Note 48.
245
246
18.
Financial liabilities
€9,195,492 thousand (€9,368,617 thousand)
As stated in Note 2, “Accounting policies”, financial liabilities are initially stated at cost, represented by
the fair value of the liability less directly attributable transaction costs.
After initial recognition, financial liabilities are accounted for at amortised cost using the effective
interest method.
The following two tables show medium/long-term financial liabilities.
The first compares balances at 31 December 2006 with those at 31 December 2005 and classifies
them by maturity (current and non-current portions).
The second compares aggregate carrying amount (current and non-current portions) of medium/longterm financial liabilities, face value and relevant fair value at 31 December 2006. The second table
also summarises the conditions applied to each financial liability.
The fair value of bond issues was measured on the basis of closing market prices, whilst the fair value
of other financial liabilities was measured by discounting expected future cash flows, using the yearend yield curve.
The Group’s financial risks and risk management policies are described in Note 44 “Financial risk
management”.
247
248
BOND ISSUES
€6,326,715 thousand (€6,292,792 thousand)
The Parent Company issued bonds in 2004 as part of its €10 billion Medium Term Note (MTN)
Programme.
The outstanding debt at 31 December 2006, amounting to €6,326.715 thousand (€6,292,792
thousand at 31 December 2005), consists of four tranches issued on 9 June 2004, with a par value of
€6.5 billion, as follows:
a)
the first: par value €2,000,000 thousand, coupon interest at 3-month Euribor + 0.45%, issue
price €99.806 and maturing 9 June 2011; the carrying amount of this tranche is €1,963,783
thousand following adoption of the amortised cost method;
b)
the second: par value €2,750,000 thousand, coupon interest 5.0%, issue price €99.178 and
maturing 9 June 2014; the carrying amount of this tranche is €2,664,609 thousand following
adoption of the amortised cost method;
c)
the third: par value GBP500,000 thousand (equal to €744,600 thousand at the exchange rate of
31 December 2006), coupon interest 6.25%, issue price €99.752 and maturing 9 June 2022; the
carrying amount of this tranche is €729,676 thousand following adoption of the amortised cost
method;
d)
the fourth: par value €1,000,000 thousand, coupon interest 5.875%, issue price €99.965 and
maturing 9 June 2024; the carrying amount of this tranche is €968,647 thousand following
adoption of the amortised cost method.
The Parent Company has hedged tranches a) and c) with Interest Rate Swaps (IRS) and Cross
Currency Swaps (CCS), with a view to hedging exposure to interest rate risk in the case of a) and to
interest rate and foreign exchange risks in the case of c). These instruments are classified under IAS
39 as cash flow hedges. The fair value of these instruments at 31 December 2006 is included in
“Derivative financial instruments” in non-current financial liabilities.
MEDIUM/LONG-TERM BORROWINGS
€2,741,865 thousand (€2,796,446 thousand)
These borrowings, which were detailed in the above table relate to:
1.
bank borrowings, totalling €1,752,919 thousand (€1,668,165 thousand at 31 December 2005),
net of transaction costs, which essentially include:
a) a face value of €800,000 thousand relating to a Senior Secured Long Term Facility (“Term
Loan Facility”) agreed by the Parent Company on 1 June 2004 and subsequently
renegotiated, with regard to certain terms and conditions, in October 2005; the carrying
amount of this loan, which is guaranteed by Autostrade per l’Italia, is €773,513 thousand
following adoption of the amortised cost method.
The banks providing the loan are Mediobanca, Unicredit Banca Mobiliare, Bayerische
Landesbank and Calyon. The maturity date is 30 June 2015 and the average residual term
to maturity of the loan is 7.5 years; the annual spread, based on the current rating, is
0.30%.
The Parent Company has entered into Interest Rate Swaps (IRS) in order to hedge the
related interest rate risk. These instruments are classified under IAS 39 as cash flow
hedges and the fair value at 31 December 2006 is included in “Derivative financial
instruments” in non-current financial assets and “Derivative financial instruments” in noncurrent financial liabilities.
The Term Loan Facility Agreement imposes certain covenants on the Company and with
which the Company has, at 31 December 2006, always been in compliance.
In particular, the ratios of Funds from Operations (FFO) to net financial expenses and FFO
to net financial indebtedness and ASPA’s equity must remain within a certain range. The
variables used for the calculation of the ratios are specifically defined in the agreement;
249
b) €444,487 thousand in loans from the European Investment Bank (EIB) obtained by
Autostrade per l’Italia and other concessionaires;
c) €491,788 thousand in loans from Dexia Crediop and SanPaoloIMI to Autostrade per l’Italia
and Autostrada Torino – Savona linked to activation of government grants made available
by laws 135/1997, 345/1997 and 662/1996. Repayment of the loans is to be carried out by
ANAS, under the programme designed to finance the Group’s investment via disbursement
of the above grants;
d) €40,000 thousand in other medium/long-term bank borrowings;
2.
other borrowings, totalling €988,946 thousand (€1,128,281 thousand at 31 December 2005),
consist of:
a) the sum of €687,261 thousand due from Strada dei Parchi to ANAS in the form of
concession fees, which are subject to interest at 6%;
b) the sum of €244,728 thousand due from Autostrade per l’Italia to ANAS, which has made
repayments on loans in relation to government grants to finance work on upgrading the
Bologna-Florence section of motorway. This liability will be converted into grants on
completion of the above works;
c) non-interest bearing loans from the Central Guarantee Fund for motorways and metropolitan
railways (€56,957 thousand), related to the subrogation of the Fund in the repayment of
loans by Tangenziale Napoli and Società Autostrada Tirrenica. In accordance with IAS 39,
these borrowings are recognised at fair value at the transaction date and stated at amortised
cost, using the market rate applicable to borrowings of a similar nature.
250
DERIVATIVE FINANCIAL INSTRUMENTS
€70,467 thousand (€220,901 thousand)
This item represents the fair value loss at 31 December 2006 on the Parent Company’s outstanding
derivatives at that date, consisting of Interest Rate Swaps (IRS) and Cross Currency Interest Rate
Swaps (CCIRS) entered into for the purposes of hedging exposure to interest rate and foreign
exchange risks associated with medium/long-term borrowings.
The fair value loss of €150,434 thousand compared to 31 December 2005, resulting from the rise in
interest rates during the year, has been accounted for in equity, net of the related tax effect, in line
with the treatment of cash flow hedges required by IAS 39.
Details of derivatives subscribed to by the Group for hedging purposes is contained in Note 44
“Financial risk management”.
OTHER FINANCIAL LIABILITIES
€56,445 thousand (€58,478 thousand)
These are essentially non-current income deferrals, amounting to €56,445 thousand at 31 December
2006 (€58,256 thousand at 31 December 2005) relating to interest rate subsidies for future years.
This accounting treatment is the result of the application of IAS 39 to the above non-interest bearing
loans from the Central Guarantee Fund for motorways and metropolitan railways.
19.
Deferred tax liabilities
€12,302 thousand (€130,005 thousand)
The balance at 31 December 2006 was €12,302 thousand which was €118,156 thousand less than at
31 December 2005.
The amounts and movements during 2006 are shown in the following statement:
As explained in Note 9 “Deferred tax assets”, it became necessary in 2006 to reclassify certain
amounts between deferred tax assts and liabilities following the Autostrade per l’Italia’s adoption of
IFRS.
251
20.
Other liabilities
€66,566 thousand (€52,228 thousand)
This item primarily regards:
a) tolls collected by the subsidiaries, Autostrade per l’Italia (€14,085 thousand) and Autostrade
Meridionali (€21,998 thousand), due to toll charge increases and to be used to finance investment
in expansion of the motorway network, as required by the related legislation and regulations. On
completion of the related works and their entry into service, these sums will be deducted from the
cost of the works and will thus result in a reduction in the related depreciation charges;
b) long-term deferred income relating to income (€30,493 thousand) to be recognised by Autostrade
per l’Italia in future years consisting of: advance payments received in previous years for the
rental of capacity on the Company’s fibre optic cables, the residual grant received from the
Extraordinary Commissioner for the Campania Region to compensate the Company for the loss
of future revenue following the transfer of the Naples toll station, and advance payments to
compensate for interference caused by the construction of Italy’s high-speed railway network.
252
CURRENT LIABILITIES
21.
€2,438,573 thousand (€1,969,625 thousand)
Trading liabilities
€628,526 thousand (€566,306 thousand)
CONTRACT WORK IN PROGRESS
€499 thousand (€508 thousand)
This represents the net value of contract work for which progress payments received by 31 December
2006 exceed the cost of the works carried out.
TRADE PAYABLES
€628,027 thousand (€565,798 thousand)
This item consists of:
a) amounts due to suppliers, totalling €613,737 thousand (€556,619 thousand at 31 December
2005), which essentially regard invoices received and progress payments for new and
maintenance works, plus retentions;
b) amounts due to unconsolidated subsidiaries, totalling €1,399 thousand (€1,476 thousand at 31
December 2005) and relating primarily to the consortium, Vespucci Scarl;
c) amounts due to associates, totalling €10,662 thousand (€6,550 thousand at 31 December 2005),
and primarily referring to amounts due from Società Italiana per il Traforo del Monte Bianco to
GEIE, which manages the tunnel;
d) other liabilities, totalling €1,494 thousand (€1,153 thousand) and essentially relating to accrued
expenses and deferred income of a trading nature.
22.
Financial liabilities
OVERDRAFTS
€796,098 thousand (€488,457 thousand)
€256,967 thousand (€82,418 thousand)
The balance of €256,697 thousand at 31 December 2006 is €174,549 more than the corresponding
amount at the end of 2005.
SHORT-TERM BORROWINGS
€246 thousand ( - )
This amount represents bank advances.
CURRENT PORTION OF MEDIUM/LONG-TERM BORROWINGS
€532,304 thousand (€376,362 thousand)
This item includes current portions of the medium/long-term borrowings described in Note 18 “Noncurrent financial liabilities – medium/long-term borrowings”, to which reference should be made.
These current portions primarily regard:
a) accrued expenses on bond issues, totalling €140,959 thousand (€139,380 thousand at 31
December 2005);
b) the current portion and accrued expenses on bank borrowings, totalling €127,249 thousand
(€124,700 thousand at 31 December 2005);
c) the current portion and accrued expenses on bank borrowings, totalling €234,060 thousand
(€70,369 thousand at 31 December 2005);
d) accrued expenses on cash flow hedges, totalling €29,127 thousand (€27,658 thousand at 31
December 2005).
253
OTHER FINANCIAL LIABILITIES
€6,581 thousand (€29,677 thousand)
This item essentially regards amounts due to the unconsolidated subsidiary, Sitech SpA in liquidation,
totalling €5,099 thousand and relating to the current account held with the Parent Company. The
decrease of €23,097 thousand is due essentially to Sitech’s use of the amount deposited in the
account in order to repay shareholder contributions paid in past years.
23.
Current tax liabilities
€64,763 thousand (€80,416 thousand)
This item regards income taxes payable for 2006.
The balance consists of:
a) taxes payable, totalling €6,964 thousand;
b) amounts payable to the parent, Schemaventotto, totalling €57,800 thousand, in the form of IRES
payable by certain Group companies that participate in the previously mentioned consolidated tax
scheme.
24.
Other liabilities
€727,021 thousand (€631,435 thousand)
This category primarily includes:
a) amounts due to motorway companies that operate interconnecting networks, totalling €359,343
thousand (€317,291 thousand at 31 December 2005);
b) tolls in the process of settlement, totalling €112,784 thousand (€120,783 thousand at 31
December 2005);
c) taxation other than income taxes, totalling €61,550 thousand (€49,160 thousand at 31 December
2005), which also includes the tariff surcharge payable to the government on tolls collected last
year and the concession fee calculated as 1% of toll revenues;
d) €45,968 thousand payable to expropriated companies (€5,269 at 31 December 2005), which
increased due to the progress of construction on the expansion of the Apennine motorway
sections operated by Autostrade per l’Italia and the addition of a third lane to the Naples-Pompeii
motorway operated by Autostrade Meridionali;
e) guarantee deposits from users who pay by direct debt, totalling €42,795 thousand (€41,204
thousand at 31 December 2005);
f)
social security, totalling €26,741 thousand (€27,252 thousand at 31 December 2005), represented
by accrued mandatory contributions payable to social security institutions but not yet settled at the
balance sheet date;
254
NOTES TO THE CONSOLIDATED INCOME STATEMENT
Amounts in brackets relate to 2005.
This section describes the composition of and principal movements in income statement items for two
years. Following the previously described sale of the Group’s Austrian subsidiary, Europpass, in
August 2005, the relevant contribution to the consolidated income statement for 2005 is reported in a
separate item “Profit/(loss) from discontinued operations/assets held for sale”.
REVENUE
25.
€3,141,223 thousand (€2,957,337 thousand)
Net toll revenues
€2,686,356 thousand (€2,517,564 thousand)
Net toll revenues of €2,686,356 thousand are up €168,792 thousand (+6.7%). This is due to the
combined effect of the toll rate increases applied by the Group’s concessionaires from 1 January
2006, +3.1% growth in traffic volumes and a change in the mix of light and heavy vehicles compared
to 2005, a year in which the winter was more severe. Further information on the toll charge increases
applied by the Group’s concessionaires and traffic trends is provided in the relevant section of the
management report on operations. As described in Note 2, “Accounting policies”, the portion of toll
revenues relating to the last part of the period are calculated on the basis of reasonable estimates.
26.
Contract revenue
€21,543 thousand (€17,244 thousand)
Contract revenue, which includes the change in contract work in progress, is generated primarily by
works carried out by Pavimental and Spea. This revenue is calculated on the basis of the stage of
completion of the works being carried out, as described in Note 2, “Accounting policies”.
27.
Other operating income
€433,324 thousand (€422,529 thousand)
Other operating income which increased by €10,795 thousand, consists of:
a)
income from service areas, totalling €177,400 thousand, is up €5,001 thousand (2.9%) on last
year (€172,399 thousand).
b)
revenues from deferred forms of toll collection, totalling €83,709 thousand, after an increase of
€6,960 thousand (+9.1%) compared to 2005 (€76,749 thousand) due to the increased use of
Telepass and Viacard;
c)
other sales and service revenues, totalling €165,859 thousand (€150,391 thousand in 2005)
and relating to the sale of technology devices and services, advertising and maintenance, in
addition to reimbursements and damages received;
d)
other non-recurring operating income, totalling €6,335 thousand down €16,655 thousand
compared to last year (€22,990 thousand), which included income of €13,500 thousand in the
form of a reimbursement of the costs incurred for the payment of compensation to the relatives
of victims of the road accident that took place in the Mont Blanc Tunnel in 1999.
255
COSTS
28.
€1,534,854 thousand (€1,421,125 thousand)
Raw and consumable materials
€135,285 thousand (€127,892 thousand)
This item consists of:
a) the cost of materials, totalling €254,956 thousand (€194,959 thousand in 2005);
b) movement in inventories of raw and consumable materials, totalling €6,275 thousand (€3,836
thousand in 2005);
c) the capitalised cost of materials, totalling €113,396 thousand (€63,231 thousand in 2005).
The increases compared to 2005 in both purchases of materials and the capitalised portion are
essentially due to the greater volume of work carried out by the subsidiary, Pavimental.
29.
Service costs
€403,353 thousand (€391,380 thousand)
This item includes construction, insurance, transport and professional services primarily relating to
motorway maintenance. The balance, after excluding the capitalised portion, breaks down as follows:
The increase of €15,865 thousand compared to last year, is primarily due to advisory and other
professional fees incurred during the year in connection with the planned merger with the Spanish
company, Abertis Infraestructuras SA. The increase in other costs (construction and transport)
primarily regards investment services (thus increasing capitalised service costs).
256
30.
Net staff costs
STAFF COSTS
€525,807 thousand (€493,117 thousand)
€571,322 thousand (€532,500 thousand)
This item breaks down as follows:
The increase of €38,822 thousand (7.3%) compared to 2005 is primarily due to a €12,869 thousand
rise in the cost of the directors of Group companies, which includes the charge deriving from the
agreed termination of the contract of Autostrade SpA’s CEO. The remaining increase in net staff costs
is due to the rise in the unit labour cost, after various contract renewals in July 2005 and June 2006,
and an increase in the average workforce due to the growth in business seen by Pavimental and
Spea.
As mentioned in Note 2 “Accounting policies”, effective 1 January 2006, actuarial gains and loses, net
of taxes, are recognised in a specific equity reserve. In accordance with IAS 8, the change in
accounting policy was retrospectively applied to 2005 balances in order to assure comparability of the
amounts. This resulted in a decrease in staff costs for 2005 of €6,262 thousand, compared to the
amount reported in last year’s financial statement. The related tax effect of €2,067 thousand has been
recognised directly in equity.
In 2006, service costs in the form of staff termination benefits were €13,969 thousand, actuarial
losses €10,888 thousand, whilst interest expense, which is included in financial expenses, was
€9,265 thousand.
The average workforce breaks down as follows by category. The figures for 2005 do not include the
average workforce of Europpass, which has been sold.
257
CAPITALISED STAFF COSTS
-€45,515 thousand (-€39,154 thousand)
Capitalised staff costs in 2006, which reflect increased investment activity within the Group, amount to
€45,515 thousand, after rising €6,361 thousand compared to 2005.
31.
Other operating costs
€130,331 thousand (€136,882 thousand)
The balance, shown net of capitalised costs, breaks down as follows:
a)
concession fees, totalling €31,365 thousand (€28,973 thousand in 2005), which essentially relate
to the accrued portion of the annual fee, calculated on the basis of net toll revenues and income
from sub-concessionaires;
b)
lease expense of €18,117 thousand (€18,432 thousand in 2005), which includes rents and hire
charges;
c)
movement in provisions for repair and replacement of assets to be relinquished, totalling €35,856
thousand (€43,312 thousand in 2005);
d)
provisions for liabilities, totalling €4,946 thousand (€7,295 thousand in 2005);
e)
provisions for charges, totalling €2,353 thousand (€1,522 thousand in 2005);
f)
other operating costs, totalling €40,979 thousand (€40,530 thousand in 2005), which primarily
include indirect taxes, reimbursements and damages paid to third parties and other non-recurring
operating costs (contingent liabilities);
g)
other capitalised operating costs, totalling €3,285 thousand (€3,182 thousand in 2005).
32.
(Impairment losses)/Reversal of impairment losses
thousand)
-€14,190 thousand (€1,784
The 2006 balance relates to provisions for the impairment of trade receivables, reflecting the risk of
partial non-collection of receivables relating to prior years, almost all of which refer to Autostrade per
l’Italia. The 2005 balance included impairment losses on receivables of €11,045 thousand and
reversals of impairments regarding assets to be relinquished by RAV of €12,489 thousand. The
change in the amount between the two years, consequently primarily relates to the reversal of 2005
impairment losses.
258
OPERATING PROFIT
€1,606,369 thousand (€1,536,212 thousand)
FINANCIAL INCOME/(EXPENSES)
33.
-€444,821 thousand (-€434,548 thousand)
Income from financial assets
FINANCIAL INCOME
€85,515 thousand (€126,034 thousand)
€84,286 thousand (€108,466 thousand)
The balance breaks down as follows:
a) interest income, totalling €33,486 thousand (€28,468 thousand in 2004), relating to accrued
interest on liquidity held on deposit in bank and post office accounts;
b) gains on derivative financial instruments, totalling €46,195 thousand (€75,380 thousand in 2005),
generated by differentials on previously mentioned hedging instruments, entered into by the
Parent Company to hedge its exposure to risks associated with its medium/long–term borrowings;
c) gains on trading securities totalling €1,087 thousand (€1,475 thousand in 2005), essentially
regarding income on securities held by RAV during the year.
REVALUATIONS OF FINANCIAL ASSETS
- (€16,652 thousand)
The net amount of €16,652 for 2005 related to the reversal of an impairment loss on the investment in
Autostrada del Brennero.
DIVIDENDS FROM INVESTEE COMPANIES
€1,229 thousand (€916 thousand)
This item essentially regards dividends from the investments in Autostrada del Brennero (€847
thousand) and Autovie Venete (€300 thousand).
34.
Net financial expenses
FINANCIAL EXPENSES
€530,999 thousand (€560,774 thousand)
€563,290 thousand (€568,471 thousand)
This item consists of:
a)
interest and commission expense, totalling €469,380 thousand (€440,371 thousand in 2005),
essentially regarding accrued interest of €328,800 thousand in 2006 (€312,614 in 2005) on
bonds issued by the Parent Company, on medium/long-term financial liabilities plus
amortisation of related loan expenses and, for 2006, €7.475 thousand in interest paid to the Tax
Office following the settlement of the dispute described in Note 17.
b)
gains on derivative financial instruments, totalling €81,361 thousand (€135,937 thousand in
2005), generated by differentials on previously mentioned hedging instruments, entered into by
the Parent Company to hedge its exposure to risks associated with its medium/long–term
borrowings;
c)
actuarial losses, totalling €12,549 thousand (€12,431 thousand in 2005), essentially relating to
the valuation of staff termination benefits, as described in Note 30 “Net staff costs”.
259
CAPITALISED FINANCIAL EXPENSES
-€30,427 thousand (-€26,128 thousand)
The increase of €4,299 thousand compared with 2005 is due to the progressive increase in payments
made to suppliers for assets under construction, as part of the planned expansion of the motorway
network, which is currently underway. Capitalised interest in 2006 was calculated using an average
interest rate of 3.7%.
GRANTS FOR INTEREST
€2,008 thousand (€1,917 thousand)
This item regards interest rate subsidies recognised by Società Autostrada Tirrenica, in application of
IAS 39, with regard to non-interest bearing loans from the Central Guarantee Fund.
35.
Foreign exchange gains/(losses)
€663 thousand (€192 thousand)
The balance reflects foreign exchange gains of €15,781 thousand and foreign exchange losses of
€15,118 thousand. Foreign exchange losses of €162 thousand were recognised in equity in 2006,
following translation of the balance sheets and income statements of consolidated overseas
companies that use a functional currency different from the euro.
36.
Share of profit/(loss) of associates and joint ventures accounted for using the equity
method €3,815 thousand (-€1,657 thousand)
This item consists of the effect of recognising investments in associated companies and joint ventures
by using the equity method. €4,515 thousand of that amount relates to the increase in the carrying
amount of investments recognised as assets (see Note 7) and €700 thousand to the increase in
provisions for losses exceeding the carrying amount of investments (see Note 17) with respect to
probable future charges that it is believed will be incurred in connection with the liquidation of the
RFCC Consortium, the carrying amount of which was entirely written off in prior years. The net
amount for 2006 is primarily the result of the increase in the carrying amounts of Autostrade Sud
America and IGLI, €5,721 thousand and €620 thousand, respectively, and €717 thousand relating to
Autostrada Pedemontana Lombarda.
PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS
€1,165,363 thousand (€1,100,007 thousand)
260
37.
Taxation
-€492,953 thousand (-€445,109 thousand)
This item breaks down as follows:
CURRENT INCOME TAX
€402,806 thousand (€375,234 thousand)
Current tax expense is determined on the basis of the expected taxable income of each consolidated
company.
In addition to higher pre-tax profits, the increase in 2006 compared to 2005 is also due to the one
percentage point increase in the IRAP rate adopted for 2006 by certain Italian regions.
The following table shows a reconciliation of the expected and effective tax charges.
261
DIFFERENCES ON CURRENT INCOME TAX FOR PREVIOUS YEARS
thousand)
-€3,277 thousand (€1,639
This item shows a negative balance of €3,277 thousand compared with a positive balance of €1,639
thousand in 2005. This essentially relates to additional provisions of €6,241 thousand made by the
Parent Company for tax disputes, following the agreement reached with the Tax Office in July 2006 at
the end of the conciliation process that began in 2004. For further details, reference should be made
to Note 17 “Provisions”.
DEFERRED TAX INCOME/(EXPENSES)
€86,870 thousand (€71,514 thousand)
Net deferred tax expense of €86,870 thousand reflects the release of deferred tax assets amounting
to €86,862 thousand and net provisions for deferred tax liabilities of €8 thousand.
PROFIT/(LOSS) FROM CONTINUING OPERATIONS
€672,410 thousand (€654,898 thousand)
38.
Profit/(loss) from discontinued operations/assets held for sale
- (€153,159 thousand)
The figure for 2005 includes €134.4 million deriving from the gain on the sale of the interest in the
former subsidiary, Europpass, and the gain on Autostrade Participations’ sale of its investment in the
UK motorway concessionaire, MEL.
262
PROFIT FOR THE PERIOD
39.
€672,410 thousand (€808,057 thousand)
Profit attributable to equity holders of the parent
thousand)
€665,348 thousand (€795,098
Profit attributable to equity holders of the parent amounts to €665,348 thousand, representing a
decrease of €129,750 thousand compared to 2005, which, however, benefited from a profit of
€153,159 thousand from discontinued operations, as explained in Note 38.
40.
Profit attributable to minority interest
€7,062 thousand (€12,959 thousand)
Profit attributable to minority interest amounts to €7,062 thousand, compared with €12,959 thousand
in 2005. This essentially regards the profits reported by the subsidiaries, Traforo del Monte Bianco
and Autostrade Meridionali which were offset by losses incurred by Strada dei Parchi..
41.
EARNINGS PER SHARE
The following statement shows a breakdown of the calculation of earnings per share for the two
years. In the absence of options or convertible bonds, diluted earnings per share coincides with the
figure for basic earnings per share.
263
42.
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
Consolidated cash flow in 2006, compared with last year, is analysed below and shown in the cash
flow statement included in the “Consolidated financial statements”.
During 2006 cash and cash equivalents recorded a net decrease of €188.0 million, compared with a
decrease of €111.7 million in 2005.
Cash generated from operating activities amounted to €1,228.6 million (€1,024.9 million in 2005).
Compared with 2005, the increase derives essentially from an improved profit from continuing
operations, a reduction in working capital, and differing trends in the net movement in non-current
provisions during the two years.
Cash used in investing activities, totalling €1,186.0 million (€580.8 million in 2005), primarily reflects
investments in property, plant and equipment of €1,176.7 million (€852.4 million in 2005), compared
with government grants of €43.5 million (€71.8 million in 2005).
Cash used in financing activities totals €230.5 million (€556.0 million in 2005). For 2006 this figure
primarily reflects the payment of dividends (the final dividend for 2005 and the interim dividend for
2006) and repayments of portions of medium/long term borrowings, partially offset by the
aforementioned new medium/long-term loan of €200 million from the EIB.
264
43.
NOTES TO THE ANALYSIS OF CONSOLIDATED NET FINANCIAL INDEBTEDNESS
The following statement shows the Group’s net financial indebtedness broken down into its principal
components and amounts due to and from related parties, as required by CONSOB Communication
DEM/6064313 of 28 July 2006.
265
The Group’s net financial indebtedness at 31 December 2006 amounts to €8,945.3 million (€8,793.7
at 31 December 2005).
Net non-current financial indebtedness of €8,456.1 million (€22.2 million less than at 31 December
2005) consists of:
a. four bond issues made by the Parent Company, totalling €6,326.7 million, less transaction costs,
in application of the amortised cost method;
b. medium/long-term borrowings amounting to €2,741.9 million, less transaction costs, in application
of the amortised cost method. This item consists of: a Term Loan Facility of €776.6 million
obtained by the Parent Company; European Investment Bank (EIB) loans to Group companies of
€444.5 million; a loan to Strada dei Parchi from ANAS of €687.3 million; loans granted by the
Central Guarantee Fund totalling €57.0 million; loans to be repaid directly by ANAS using funds
allocated by specific legislation (Law 662/1996 and Law 345/1997), totalling €736.5 million; other
medium/long-term borrowings of €40 million;
c.
the decrease in fair value of derivative instruments to hedge interest and foreign exchange risks
to €70.4 million, which is down €150.5 million compared to 31 December 2005, following the rise
in interest rates;
d. deferred financial income (€56.4 million), essentially relating to interest rate subsidies for future
years. This accounting treatment is the result of the application of IAS 39 to non-interest bearing
loans from the Central Guarantee Fund;
e. non-current “financial assets”, totalling €739.3 million, including term bank deposits of €713.2
million, linked to government grants (Law 662/1996 and Law 345/1997) to be drawn on in relation
to the stage of completion of the relevant works and other financial assets amounting to €26.1
million, which include the financial receivable of €6.6 million due to Autostrade Torino-Savona by
ANAS in connection with grants pursuant to Laws 135/1997, 345/1997 and 662/1996 as well as
the increase in the fair value, amounting to €10.9 million, of certain derivatives hedging exchange
rate risks.
At 31 December 2006 “Net current financial indebtedness” amounts to €489.2 million, deteriorating
€173.8 million compared to 31 December 2005. The balance consists of:
a. current financial liabilities of €796.1 million, which include the use of short-term lines of credit,
totalling €257.0 million, having increased €174.6 million compared to 31 December 2005.s.
Current financial liabilities also include the current portion of medium/long-term borrowings,
amounting to €532.3 million, and other current financial liabilities, totalling €6.6 million, having
decreased by €23.1 million, essentially as a result of reduced amounts payable to the subsidiary,
Sitech in liquidation, relating to the current account held with the Parent Company. This is due to
Sitech’s partial use of the amount deposited in the account in order to repay capital contributions
made by shareholders in past years;
b. current financial assets, totalling €306.9 million, include cash of €71.3 million, short-term
investments in securities (€5.4 million) and other current financial assets totalling €230.2 million,
which essentially regard: 1) the current portion of medium/long-term financial assets of €35.8
million; 2) term bank deposits maturing within twelve months of €189.8 million in connection with
Government grants (Laws 662/1996 and 345/1997) which will be disbursed pro rata with contract
completion.
The average term to maturity of Group debt is approximately 10 years. The average term to maturity
of debt subject to interest rate and foreign exchange hedges is around 7 years. 98% of the Group’s
debt, taking account of interest rate and foreign exchange hedges, is fixed rate, whilst the remaining
2% is floating rate. The Group’s average cost of borrowing is approximately 5.1%.
The Term Loan Facility Agreement imposes certain covenants on the Company and with which the
Company has, at 31 December 2006, always been in compliance.
Failure to comply with the covenants constitutes an event of default. In particular, the ratio of Funds
from Operations (FFO) to net borrowing costs, the ratio of FFO to net debt and ASPA’s equity must
remain within certain ranges. The variables used for the calculation of the ratios are specifically
defined in the agreement.
266
OTHER INFORMATION
44.
FINANCIAL RISK MANAGEMENT
The Autostrade Group’s objectives and policies with respect to financial risk management
As part of the normal course of business, the Autostrade Group is exposed to market risks, principally
with respect to the effect of interest and foreign exchange rates on financial assets and liabilities.
Autostrade Group’s financial risk management strategy complies and is consistent with the business
goals set by the Parent Company’s Board of Directors in the various strategic plans approved. The
strategy aims to both manage and control such risks, wherever possible eliminating interest rate and
foreign exchange risks and minimising borrowing costs, whilst taking account of the stakeholders’
interests.
Management of these risks is based on prudence and best market practice, as defined in the Hedging
Policy document approved by the Board of Directors.
The main objectives set out in the related policy are as follows:
a) to protect the scenario forming the basis of the strategic plan from the effect of exposure to
foreign exchange, interest rate and inflation risks, identifying the best combination of fixed and
floating rates, including the inflation component;
b) to pursue a potential reduction of the Group’s borrowing costs within the risk limits assigned
by the Board of Directors;
c) to manage derivative financial instruments taking account of their potential impact on the
results of operations and financial position in relation to their classification and presentation.
All Autostrade’s derivative transactions are classified as cash flow hedges. Any change in the cash
flows generated by the underlying transaction is offset by a corresponding change in the cash flows
generated by the derivative instrument.
The fair value of these instruments is based on expected discounted cash flows, using the market
yield curve at the measurement date. Amounts in foreign currencies other than the euro are translated
at closing exchange rates communicated by the European Central Bank.
The monitoring performed by the finance function and the finance committee is, moreover, intended to
assess, on a continuing basis, counterparty creditworthiness and the degree of risk concentration
Interest rate risk
In order to reduce the exposure of borrowings to interest rate risk, the Group has entered into Interest
Rate Swaps (IRS) with notional principal amounts and terms that are below or equal to those of the
underlying hedged liability.
Foreign exchange risk
In order to eliminate foreign exchange risk linked to the bonds issued in British pounds sterling, the
Group has entered into Cross Currency Interest Rate Swaps (CCIRS) with notional principal amounts
and terms that are below or equal to those of the underlying hedged liability.
The following table summarises outstanding derivative financial instruments at 31 December 2006,
showing their corresponding market value.
267
268
Liquidity risk
Liquidity risk relates to the risk that cash resources may be insufficient to fund the payment of liabilities
as they fall due. The Autostrade Group believes that its broad based cash generation provides sufficient
diversification of funding sources and the availability of committed and uncommitted lines of credit
provides sufficient alternative sources of finance to meet projected financial needs.
45.
GUARANTEES
At 31 December 2006 the Group reports the following outstanding guarantees issued to third parties.
These include the following material items:
a) a guarantee of €76.4 million issued by Autostrade per l'Italia in favour of Assicurazioni Generali for
the issue of a surety in favour of ANAS and in the interests of A.T.I. Autostrade SpA – Toto SpA,
which established Strada dei Parchi SpA;
b) the surety of €132.0 million issued by the Parent Company in favour of the Chilean holding
company, Autopista do Pacifico, guaranteeing the loan obtained by this company to finance the
acquisition of the motorway concessionaire, Costanera Norte;
c) the surety issued by the Parent Company in favour of the Chilean motorway concessionaire,
Costanera Norte, guaranteeing bond issues and interest accrued of 9.5 million unidade de fomento,
equal to €266.0 million.
46.
CONTRACT RESERVES
In relation to its investing activities, the Group has contract reserves to be quantified with contractors
totalling approximately €540 million.
Based on ongoing exchanges of information and checks carried out with the relevant firms, and in the
light of past experience, the Group estimates that the relevant liability will be between €110 million and
€160 million, with the percentage of the claims recognised varying according to the type of work
involved. Any commitments recognised will be accounted for as an increase in the cost of property,
plant and equipment and subsequently depreciated.
In the case of other contract reserves not related to investing activities (contract work and
maintenance), any future charges are covered by provisions for disputes.
47.
RELATED PARTY TRANSACTIONS
This section describes the Autostrade Group’s principal related party transactions, which are all
conducted on an arm’s length basis.
Relations with the parent
Trading relations with the parent, Schemaventotto, primarily regard the lease of offices in the property
owned by Autostrade SpA in via Nibby.
For 2006, a number of Group companies have again opted to take part in the consolidated tax scheme
introduced by Legislative Decree 344/2003, transferring IRES credits to the parent. Autostrade has
responsibility for ensuring compliance with the procedural requirements deriving from exercise of this
option, under a contract entered into with the parent, Schemaventotto.
Relations with other related parties
The Group enters into relations with certain shareholders of the parent, Schemaventotto.
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The Group has entered into a number of insurance contracts under authority with Assitalia SpA and
Assicurazioni Generali SpA (Assicurazioni Generali Group companies), covering between 60% and
100% of the risks deriving from the Autostrade Group’s activities for third party liability and accidents.
Gross premiums for 2006 amount to approximately €8.4 million and are in line with the best comparable
market rates.
At 31 December 2006 the Unicredito Group has extended lines of credit totalling approximately €600
million to Autostrade SpA, of which €207 million has been drawn down. The Company also engages in
current account transactions with Unicredito on the basis of current market rates, and has invested in a
number of derivative financial instruments with a notional value of €620 million at 31 December 2006.
In view of the significance and regularity of the related transactions, and in order to ensure the utmost
transparency in reporting relations involving the Autostrade Group, for the purposes of IAS 24, which is
consistent with the principle of substance over form, it is believed appropriate for Autogrill SpA (a
subsidiary of Edizione Holding S.p.A., the indirect majority shareholder in Schemaventotto) to be
considered a related party. Following the pro rata spin-off of Edizione Holding, the investment in
Schemaventotto will be indirectly held by Sintonia S.p.A. With regard to relations between the Group’s
concessionaires and Autogrill SpA, it should be noted that at 31 December 2006 Autogrill has been
awarded 141 food service and retail licences for service areas along the Group’s motorway network. In
2006 the Autostrade Group earned revenues of approximately €43.1 million on transactions with
Autogrill, including around €39.2 million in royalties deriving from management of service areas. This
income is generated by contracts entered into over the years, of which a large part were entered into
after transparent and non-discriminatory competitive tenders.
The following table summarises related party transactions with the related income statement and
balance sheet information for the year ended 31 December 2006. These transactions have not had a
material impact on the Group’s results of operations and financial position.
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During 2006 key managers, in positions in Autostrade and in other Group companies, received the
following remuneration, non-monetary benefits, bonuses and other incentives: the Chairman (Prof. Gian
Maria Gros-Pietro) a total of €3.6 million, the CEO (Mr. Giovanni Castellucci) a total of €1.1 million, and
the previous CEO (Mr. Vito Gamberale) €12.5 million, including the charge deriving from the agreed
termination of his contract with the Company.
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48.
SIGNIFICANT CORPORATE, REGULATORY AND LEGAL ASPECTS
This Note provides key information about corporate, regulatory and legal developments during 2006
and early 2007, partly in relation to potential future implications.
MERGER OF AUTOSTRADE SPA WITH AND INTO ABERTIS INFRAESTRUCTURAS SA
On 23 April 2006 the Board of Directors of Autostrade SpA unanimously approved the Term Sheet,
signed later that day, setting out the structure and principal terms and conditions of a merger between
Autostrade and Abertis Infraestructuras SA, which envisaged Autostrade’s merger into Abertis.
The transaction aimed to create the world’s number one motorway operator for the construction and
management of road transport infrastructure, with a road system of over 6,700 km, revenues of
approximately €6 billion and a stock market capitalisation of around €25 billion.
The merger formed an integral part of the strategy drawn up by Autostrade in 2003 under the name of
the Mediterranean Project. This called for the implementation of an integrated system of infrastructure
and services in the Mediterranean area.
This business combination was intended to increase the overall capacity of the transportation system in
the Mediterranean area, considering not only domestic trade within the different countries, but also the
wider trans-European and transcontinental context. More specifically, the merger aimed to create a
common infrastructure platform and shared know-how in services and technologies, in order to make
the transportation system serving the Mediterranean part of Europe more competitive, whilst
modernising the systems in the respective countries.
The merger had a business, financial and operational rationale.
From the business point of view, size is the key to achieving growth, given the constant expansion of
markets. So-called “critical mass” is important in the motorway sector due to the capital-intensive nature
of the related investments.
In fact, in other European countries, motorway concessionaires have recently tended to seek business
combinations, in a sector that has witnessed a widespread process of privatisation.
The merger also had a financial rationale. The opening up of markets has, in fact, prompted an
upgrading of the industry’s financial structure, as listed privatised concessionaires compete on the
capital markets in order to raise low-cost funding to finance their growth plans.
The merger was to make it possible to optimise the combined entity’s capital structure, thanks to
revenue growth, an improved outlook for EBITDA and the ability to generate more substantial cash
flows.
In addition, the absorbing company would have been able to rely on greater visibility for its shares on
equity markets, thanks to its greater capitalisation and inclusion in the main European stock market
indices.
From an operational point of view, the positive synergies between the two groups were to translate into
significant benefits in terms of the fit between the businesses, with the aim of ensuring greater quality
and efficiency of the services provided to customers.
On 2 May 2006 the Board of Directors of Autostrade SpA approved the plan of merger, with only the
CEO, who subsequently resigned, voting against.
The transaction was based on a share exchange ratio of 1.05 new Abertis Class A ordinary shares for
each Autostrade share, subject to payment to Autostrade’s shareholders (who had not exercised their
right of withdrawal) of a special dividend of €3.75 per Autostrade share, via the corresponding use of
distributable extraordinary reserves.
On 30 June the Extraordinary General Meeting of Autostrade SpA’s shareholders approved the plan of
merger, which envisaged the merger of Autostrade SpA with and into Abertis Infraestructuras SA
(Abertis) and the concomitant listing of the shares of Abertis Infraestructuras SA on the Mercato
Telematico Azionario organised and managed by Borsa Italiana SpA.
The combination of the Italian and Spanish leaders in the sector would have contributed to the creation
of the world’s largest motorway operator, the best in its class for the construction and management of
transport infrastructure.
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Relations with ANAS SpA, the Ministry of Infrastructure and the Ministry of the Economy and
Finance with regard to the authorisation process
Following a specific request from the Minister of Infrastructure, Council of State ruling no. 2719/2006 of
21 June 2006 stated that the merger required authorisation from ANAS SpA (Italy’s highways agency)
and the approval of the Minister of Infrastructure and the Minister of the Economy and Finance.
Autostrade SpA and Autostrade per l’Italia SpA, in a letter dated 5 July 2006, thus formally requested
ANAS SpA for authorisation to proceed with the merger, whilst reserving all rights and/or claims
regarding the legitimacy and effectiveness of the procedure referred to in ruling no. 2719/2006.
Subsequently to this request, ANAS SpA, in a letter dated 5 August 2006, informed Autostrade SpA
and Autostrade per l’Italia SpA that it was not in a position to grant authorisation, following the decisions
of the Minister of Infrastructure and the Minister of the Economy and Finance, communicated to ANAS
SpA in a joint memo sent on 4 August 2006.
Specifically, ANAS SpA explained that in the view of the two ministers the merger was not compatible
or consistent with the aims of the concession agreement, or with the terms of the Group’s privatisation,
or with the commitments given in the Agreement of 1997 and subsequent addenda.
Given that the merger has implications for the European market, pursuant to art. 1 of EC Regulation
139/2004, on 18 August 2006 Autostrade SpA and Abertis Infraestructuras SA formally reported the
transaction to the European Commission. On 22 September 2006 the European Commission approved
the merger without placing any conditions.
In a letter dated 13 October 2006, ANAS SpA then informed Autostrade SpA and Autostrade per l’Italia
SpA that, with reference to the joint memo of 4 August drawn up by the Minister of Infrastructure and
the Minister of the Economy and Finance, the obstacle to the merger with Abertis, represented by the
fact that the shareholder structure of the merged company would include a construction company,
following the entry into force of article 12, section 4 of Law Decree 262/2006, subsequently converted
into Law 286/2006, was no longer applicable. The letter stated, however, that all the other obstacles to
the merger put forward in the previous communications, and included in the letter of 5 August,
remained.
On the same day, 18 October 2006, Autostrade SpA and its subsidiary, Autostrade per l'Italia SpA,
announced an appeal before Lazio Regional Administrative Court (TAR), against ANAS SpA,
requesting cancellation, with a prior injunction suspending application, of the ruling of 5 August by
which ANAS denied its authorisation to proceed with Autostrade SpA’s merger with and into Abertis,
with consequent recognition of the subjective right of the appellants to proceed with the merger without
the requested authorisation. The appeal also requested the court to examine whether or not the
measures contained in article 12 of Law Decree 262/2006 represent a violation of the subjective rights
of the appellants, raising, under various aspects, the issue of the constitutional legitimacy of the above
article 12. The appeal was lodged against ANAS SpA, the Ministry of Infrastructure, the Ministry of
Economy and Finance and the Presidency of the Council of Ministers. Abertis SA and Schemaventotto
SpA lodged similar appeals.
Subsequently, with a letter dated 27 October 2006, ANAS SpA informed Autostrade S.p.A and
Autostrade per l’Italia SpA that on 26 October it had received a communication from the Minister of
Infrastructure and the Minister of the Economy and Finance stating that the jointly signed memo of 4
August 2006 had been rendered devoid of any legal effect. This had the purpose of dispelling any
doubts regarding the note sent to the Italian government by the European Commission on 18 October
2006, in which the Commission announced its preliminary conclusion that Italy might have violated
article 21 of the EU Merger Regulation because of unjustified obstacles placed in the way of the
merger. ANAS SpA therefore announced that its communications of 5 August and 13 October 2006
were no longer valid or effective, specifying that Autostrade SpA and Autostrade per l’Italia SpA could
re-activate the authorisation process begun on 5 July 2006.
On the same day, 27 October 2006, Autostrade SpA and Autostrade per l’Italia SpA responded to
ANAS SpA, clarifying the fact that, under their interpretation, the European Commission’s assertion
regarding the illegitimacy of the authorisation process also extended to the requirement to submit the
merger to the prior authorisation of ANAS SpA and the Minister of Infrastructure and the Minister of the
Economy and Finance, requesting an explicit decision on the matter should ANAS be of a different
opinion.
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In a letter dated 9 November 2006, ANAS SpA stated that it had not received any answer to its letter of
27 October 2006 and was thus awaiting a request for re-activation of the authorisation process. ANAS
SpA went on to state that, without such a request, the authorisation process could not begin.
Autostrade SpA responded in a letter dated 17 November 2006, in which, among other things, the
Company:
- noted the contradictory nature of the communications issued by ANAS SpA on 13 October 2006, 27
October 2006 and 9 November 2006 regarding authorisation of the merger, and
- reminded ANAS SpA that on 27 October 2006 it had requested clarification regarding the subsequent
ineffectiveness of the above communications of 5 August 2006 and 13 October 2006 and the related
removal of the need to re-activate the above authorisation process.
Autostrade SpA stressed that ANAS SpA had failed to provide the requested clarification on this matter.
In the same letter Autostrade SpA, holding that ANAS SpA’s claim to have the power to authorise the
merger effectively constituted a means of blocking the transaction – a transaction that, on the contrary,
is subject to the sole authority of the European Commission, pursuant to art. 21 of EU Regulation
139/2004 -, concluded by asking ANAS SpA to consider that any obligations regarding the merger had
been fulfilled in accordance with the related regulations, including those of the EU.
ANAS SpA never responded to this letter.
The special dividend
In a letter dated 10 November 2006, ANAS SpA, in response to press reports stating that Autostrade
SpA had called a general meeting of its shareholders for 12/13 December to approve payment of a
special dividend of €3.75 per share, requested Autostrade SpA and Autostrade per l’Italia SpA to
provide urgent clarification and reassurances in this regard. Such a request was based on the
assumption that any extraordinary transaction, with an impact on the net worth of the two companies,
should only be undertaken following prior verification of their continuing ability to finance planned capital
expenditure.
Autostrade SpA responded to the above letter on 16 November 2006, specifying that the plan of
merger, published on 26 May 2006, originally envisaged payment of a special dividend as a condition
for implementation of the merger and that all the necessary information regarding the entity’s postmerger financial position had been supplied to ANAS SpA as far back as 15 May 2006. In the same
letter Autostrade noted that, on the basis of an in-depth examination of this information, involving a
specially appointed committee of experts, ANAS SpA had concluded that the merger would have no
impact on the entity’s post-merger financial position, even after payment of the special dividend.
Autostrade SpA also took the opportunity to stress that the absence of any impact of the merger on its
financial position had also been confirmed by the rating agency, Standards & Poor’s (in a note
published on 1 June 2006). According to the agency, after payment of the special dividend, the postmerger entity would have maintained its current “A” Corporate Credit Rating. The agency also
confirmed that Autostrade per l’Italia SpA would not have granted any form of guarantee to secure the
financing necessary to pay the special dividend. The rating agency, Moody’s, also came to the same
conclusion in a note published on 24 July 2006, in which it confirmed Autostrade’s A3 rating.
On 16 November 2006 Autostrade per l’Italia SpA, which was in any event not directly involved in the
plan of merger, also informed ANAS SpA that it was not planning any extraordinary transaction that
would have had an impact on its net worth, confirming that it was not planning to grant any form of
guarantee to secure the financing necessary to pay the special dividend, and at the same time stating
that it was capable of funding its planned capital expenditure.
On the same date, 16 November 2006, ANAS SpA sent a letter contesting its alleged failure to respond
to the letter of 10 November, and requesting that Autostrade SpA and Autostrade per l’Italia SpA
provide information regarding the nature of the special dividend payment. The information required was
to include details of how the payment was to be financed and the effects of the transaction with regard
to the companies’ continuing ability to finance planned capital expenditure. In the same letter, ANAS
SpA intimated that Autostrade SpA and Autostrade per l’Italia SpA should provide the above
clarification at the earliest opportunity. It also, among other things, requested Autostrade SpA not to
take any further steps relating to payment of the special dividend, warning both companies against the
provision of guarantees for the transaction.
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In a letter dated 17 November 2006, Autostrade SpA repeated the assertions contained in the letter of
16 November 2006, stating that ANAS SpA was applying the provisions of the concession agreement
entered into with Autostrade per l’Italia SpA in 2003 to Autostrade SpA, which did not sign up to the
agreement. Autostrade SpA expressly reserved the right to take legal action.
In a letter dated 20 November 2006, Autostrade per l’Italia SpA reiterated the fact that neither the
Company itself, nor any of the Group’s other motorway concessionaires, had decided or intended to
approve payment of a special dividend, whilst reserving the right to take legal action to protect their
position.
On 21 November 2006, Autostrade per l’Italia SpA brought an appeal against ANAS SpA before Lazio
Regional Administrative Court, requesting cancellation and an interlocutory injunction suspending
application of the above letters (index no. 274/06 of 10 November 2006 and index no. 276/06 of 16
November) and further measures as indicated. A similar appeal was subsequently filed by Autostrade
SpA.
On 28 November 2006, Autostrade SpA, having again reiterated the fact that it had already, in its letter
of 16 November 2006, provided details of payment of the special dividend, supplied further information,
including the contents of the Directors’ report on the proposal to be put to the general meeting of
shareholders held on 30 June 2006. Furthermore, with reference to the effects of the above payment,
Autostrade SpA called attention to the report, previously published on 15 May 2006 and prepared with
the support of Goldman Sachs and Rothschild, which demonstrated that not only would the post-merger
entity’s financial position continue to be strong but that it would be improved.
Judgments handed down by Lazio Regional Administrative Court
On 6 December 2006 hearings were held before Lazio Regional Administrative Court to discuss the
appeals lodged by Autostrade SpA and Autostrade per l’Italia SpA regarding:
1. cancellation of ANAS SpA’s decision of 5 August 2006, which had refused authorisation of the
merger;
2. cancellation of ANAS SpA’s letters (index no. 274 of 10 November 2006 and index no. 276 of 16
November 2006) regarding payment of the dividend.
Regarding the first judgment, the Lazio Regional Administrative Court rejected the interlocutory
injunction requested by the plaintiffs, Autostrade SpA and Autostrade per l’Italia SpA
Regarding the second judgment, with ruling no. 6686/2006 and ruling no. 6687/2006, the Lazio
Regional Administrative Court rejected the interlocutory injunction suspending application of ANAS
SpA’s letters (index no. 274/06 and index no. 276/06), deeming that one of the conjectures behind the
interlocutory injunction was groundless, as it constituted “serious and irreparable damage”.
On 25 January 2007 the Lazio Regional Administrative Court handed down a judgment regarding this
matter. In brief, the judgment recognised ANAS SpA’s power to authorise the merger. In particular, the
Lazio Regional Administrative Court, whilst acknowledging “that a degree of interpretative uncertainty
might indeed exist in establishing the authorising power” based on the legislation referred to by the
Council of State in its judgment of 21 June 2006, nevertheless considers that such right derives from
the nature of the relationship.
Autostrade SpA and Autostrade per l’Italia SpA intend to appeal the above sentence issued by the
Lazio Regional Administrative Court before the Council of State within the required term (one year from
publication of the sentence).
Impossibility of consummating the merger
On 13 December 2006 the boards of directors of Abertis and Autostrade, bearing in mind the failure to
obtain one of the necessary authorisations for completion of the merger, and changes to the legal
framework in force on the date when the merger was approved by general meetings of the two
companies’ shareholders, jointly acknowledged the impossibility of carrying out the merger. Having
noted the opinion of the boards, the General Meeting of Autostrade’s shareholders held on the same
date resolved “not to pass a resolution regarding payment of the special dividend of €3.75 per ordinary
share of Autostrade SpA, due to the fact that, as things stand, there are insurmountable material
obstacles to the implementation of the merger”.
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Proceedings launched by the EU’s Competition Directorate General
On 18 October 2006 the EU’s Competition Directorate General reached the preliminary conclusion that
Italy had violated article 21 of the EU Merger Regulation by unjustifiably hindering the merger between
Abertis and Autostrade SpA (doc. IP/06/1418). In particular, the Commission expressed serious doubts
regarding the compatibility of article 21 with the binding statement made by the Minister of Infrastructure
and the Minister of the Economy on 4 August 2006 and the decision taken by ANAS SpA on 5 August,
which rejected Autostrade SpA and Autostrade per l’Italia SpA’s request regarding the merger with
Abertis. The Commission reached the preliminary conclusion that such measures are unsuitable for
safeguarding legitimate interests compatible with the general principles and other provisions of EU
legislation.
On 5 January, in a press release (Memo 07/01), following a meeting with Minister Di Pietro,
Commissioner Kroes said that national authorisation “should not be used to obtain concessions
regarding prior regulatory deficiencies or to resolve potential future problems”.
Also on 5 January, in a document that was posted on the Ministry of Infrastructure’s website, the Italian
government replied to certain queries raised by the EU’s Competition Directorate General regarding
relations between ANAS and Autostrade per l’Italia SpA, and between Autostrade SpA and Abertis.
Briefly, the Italian government maintained that:
• Autostrade SpA and Autostrade per l’Italia SpA had not carried out planned investment amounting
to €3.2 billion (at 31 December 2006);
• fulfilment of the public interest entails acceptance of certain conditions by the concessionaire,
including signature of the Sole Agreement, a willingness to allocate €3.2 billion to planned
investment that was not carried out, the issue of guarantees on investments and submission of a
new financial plan;
• if a new request to authorise a merger is submitted, the administrative procedure should be
restarted. However, the preliminary activities carried out so far should enable an appropriate and
satisfactory reduction in the time needed to complete the process.
On 19 January Autostrade SpA and Abertis submitted a document to the EU’s Competition Directorate
General in response to the Italian government’ above-mentioned reply of 5 January.
In their reply, Autostrade SpA and Abertis pointed out that:
1. the Italian government had exercised an alleged authorising power with a view to preventing
completion of the merger transaction, even if the transaction did not involve the motorway
concessionaires, but only Autostrade SpA;
2. the Italian government unilaterally and arbitrarily modified motorway sector regulations, thereby
impairing the relevant regulatory framework, interfering with the merger transaction and seeking to
forestall any action by the European Commission regarding the matter.
Both the actions by the Italian government as described in points 1 and 2 are measures designed to
block the merger. Consequently, Autostrade SpA and Abertis have requested intervention by the
Commission in order to eliminate the blocking measures implemented by the Italian government.
On 31 January European Commission’s Competition Directorate General sent Italy a new preliminary
assessment of the measures blocking the Abertis-Autostrade merger (doc. IP/07/117).
The European Commission “reached the preliminary conclusion that Italy had violated article 21 of the
EU Merger Regulation due to failure to grant authorisation”. In particular, the Commission expressed
“serious doubts regarding the compatibility of the Italian government’s actions with article 21, as it had
not established beforehand, and in a sufficiently clear manner, the alleged public interest criteria for
applying the authorisation procedure and did not adopt the decision regarding authorisation of transfer
of the concession”.
The Commission “does not dispute the fact that national governments may verify that a concessionaire
continues to make profits and is able to meet its investment commitments after a merger”.
“The national authorisation process,” according to the EU Commission, “should nevertheless refer to
specific changes regarding the merger itself and not be used to obtain concessions concerning prior
regulatory problems, or to solve any future problems stemming from the provisions of an existing
concession. For example, the Commission considered on a preliminary basis that a special Autostrade
dividend of €2 billion, included as a condition of the merger, would not jeopardise the profitability of the
concession and related investments, since Abertis would contribute other assets and cash flow to the
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post-merger entity, and therefore the financial outlook for the entity would be at least as favourable as
Autostrade’s medium-term prospects if the merger had not taken place.”
On 12 March 2007 the Italian government sent a document in reply to the preliminary conclusions
reached by the European Commission regarding violation of article 21.
Autostrade SpA intends to take all possible actions, in respect of the Ministry of Infrastructure, the
Ministry of the Economy and Finance and ANAS, in order to claim compensation for the damages
incurred as a result of the unjustified blocking of the merger with Abertis.
ANAS SPA BRINGS DECLARATORY ACTION AGAINST AUTOSTRADE SPA AND AUTOSTRADE
PER L’ITALIA SPA
A declaratory action has been brought by ANAS SpA before the Civil Court of Rome, which
subsequently issued a subpoena to Autostrade SpA and Autostrade per l’Italia SpA on 9 December
2006. ANAS SpA has petitioned the court to rule on a breach of undertakings given by Autostrade SpA
and Autostrade per l’Italia SpA and to order the companies to promptly carry out works in accordance
with the projections in the financial plan.
In particular, the subpoena - of which the Ministry of Infrastructure, the Ministry of the Economy and
Finance and the Interministerial Economic Planning Committee were also notified – claims the
following:
• the delay in executing the works amounts to €1,959.9 million at 31 December 2005;
• Autostrade per l’Italia SpA has refused to post the benefits deriving from the delayed execution of
investments to its accounts, as previously requested by ANAS SpA;
• Autostrade SpA and Autostrade per l’Italia SpA are jointly responsible for the breach of obligations
to ANAS SpA, given that: (i) both companies constitute “a concessionaire with an objectively unified
structure”; (ii) the transfer of the business unit from Autostrade SpA to Autostrade per l’Italia SpA
does not diminish the responsibility of the transferor, Autostrade, for all the commitments given prior
to the transfer; (iii) Autostrade SpA must comply with the obligations assumed by Autostrade per
l’Italia SpA, in its capacity as sole shareholder pursuant to article 2362 of the Italian Civil Code until
the entry into force of the company law reform and, subsequently, as the entity that manages and
coordinates Autostrade per l’Italia SpA
As a result of these breaches, ANAS SpA has petitioned the Court to:
— rule on whether or not Autostrade per l’Italia SpA and Autostrade SpA are in breach of their
obligation to promptly carry out investments in accordance with the provisions of the agreement
and the financial plan;
— consequently order the companies to jointly and severally meet the obligations of which they
are in breach;
— rule on whether or not the defendant companies have breached the “obligation to commit
financial resources corresponding to the amount of projected and incomplete investments
shown by evidence, subject, however, to a minimum of €1,959.9 million and the obligation to
provision and/or commit amount equal to the concessionaires’ financial benefits as a
consequence of the fact that the investments were not made […] which shall in no case be less
than €49 million”;
— order the defendant companies to jointly and severally pay compensation for the damages
caused to ANAS SpA as a result of the breaches;
— ascertain – expressly without prejudice to expanding and amending the petition including a
motion to order the direct refund of toll increases made in prior years and to object to citing art.
1460 of the Italian Civil Code to excuse performance due to the suspension of the annual
revision of tolls for 2007” - that Autostrade per l’Italia and Autostrade as a result of their breach
“...do not have full rights to the contractually determined consideration and, moreover, have no
right to increase tolls for 2007”;
— ascertain, with regard to the failure to promptly carry out the investments, that “proposals have
been made for a review and update of the financial plan and for the related review of the terms
and conditions of the concession agreement”.
On 27 March 2007 Autostrade SpA and Autostrade per l’Italia SpA filed their statement of defence in
response to the above subpoena. Procedurally, their defence is based on the nullity of the subpoena on
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the grounds of the imprecise nature of the claim. Also with regard to procedure, Autostrade SpA
disputes the passive involvement of the Company, as all the obligations agreed with ANAS SpA were
exclusively undertaken by Autostrade per l’Italia SpA, without any guarantee given by Autostrade SpA.
With respect to the facts, Autostrade per l’Italia SpA and Autostrade SpA have based their defence on
the following arguments:
— Autostrade per l’Italia gave an undertaking, on the basis of the Agreement executed with
ANAS, to carry out the planned works, but gave no undertaking with regard to the timing and
cost of the works. The time frame indicated in the financial plan appended to the agreement is
not, therefore, binding, but merely constitutes a forecast. The Company’s position is backed up
by the earlier opinions of two well-known legal experts (Prof. Guarino and Prof. Cassese). It is,
on the other hand, sufficient to consider that the time it takes to carry out works is closely linked
to completion of the related approval procedures, which are lengthy and complicated, involving
a large number of entities and bodies over whom the concessionaire has no influence;
— in any case, Autostrade per l’Italia SpA may not be held responsible for the reported delays.
Indeed, the company has made every effort to remove the obstacles – occurring primarily
during the authorisation phase for each project – which have hindered completion of the works;
— the fact that Autostrade per l’Italia SpA is not responsible for the delays has already been
recognised by ANAS SpA itself on several occasions;
— linking the right to increase tolls in 2007 to delays in carrying out investments is without
substance, aside from the fact that Autostrade per l’Italia SpA is not responsible for such
delays, as there is no correlation whatsoever between the stage of completion of such works
and ordinary increases in tolls. Moreover, the delays, rather than benefiting Autostrade per
l’Italia SpA, have resulted in significant cost increases;
— the delays in carrying out the works do not constitute a case of force majeure, which under the
terms of the agreement would justify a request by ANAS SpA for a revision of the financial plan.
The parties are to attend an initial hearing on 18 April 2007.
Notwithstanding the obligation of the concessionaires to complete the works, the petition to commit
and/or provision financial resources for the projected and incomplete works, and the consequent
financial benefits, have no bearing on any contractual obligation in that respect. Due to the delays,
which, as conceded by ANAS, moreover, were not caused by the concessionaire, performance of the
works, in accordance with the Agreement of 1997, will result in an increase in costs to be fully borne by
the concessionaire.
Based on the above considerations, which are also echoed in the legal opinions of authoritative experts
in the field, which will be used to support the arguments put forward by Autostrade SpA and Autostrade
per l’Italia SPA in their defence, it was deemed unnecessary to allocate any related provisions in the
companies’ financial statements. This also reflects the requirements of IAS 37 – “Provisions, Contingent
Liabilities and Contingent Assets” and, with reference to the recognition and measurement of assets,
IAS 16 “Property, Plant and Equipment”.
NEW REGULATIONS GOVERNING MOTORWAY CONCESSIONS
New legislation
On 29 September 2006 the Italian government passed Law Decree 262/2006 (published in the Official
Gazette of 3 October 2006). Article 12 – subsequently art. 2, paragraphs 82 through 90 – has radically
and unilaterally introduced changes to motorway concession arrangements in Italy, which, in their
current form, were used as the basis for the Company’s privatisation in 1999. The Law Decree was
converted, with amendments, into Law 286/2006 and subsequently further amended by Law 296/2006.
The new legislation introduces the Sole Agreement, which both current and future concessionaires are
substantially bound to accept (see, in particular, article 2, paragraph 82). The Sole Agreement must be
signed within a year of the first updating of the financial plan, namely when the concession is first
revised subsequent to the entry into force of the new legislation (paragraph 82).
Pursuant to article 2, paragraphs 84, 87 and 88, the concessionaire may submit a counter-proposal to
the draft Sole Agreement. However, if the counter-proposal is not accepted, the concession will be
“redeemed”, subject to “any right to compensation” in favour of the concessionaire, to be determined on
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the basis of a decree issued by the Ministry of Infrastructure and the Ministry of the Economy and
Finance.
The terms of the Sole Agreement will, amongst other things, cover:
• “determination of the rate to be used in calculating annual tariff adjustments and its re-alignment
during periodic reviews based on traffic growth, cost trends and the concessionaire’s efficiency and
service quality”;
• “the allocation of additional profits generated by the commercial use of motorway areas”;
• “the recognition of tariff adjustments in return for investments included in the financial plan only
once the related investments have been effectively carried out, as verified by the concession
provider”;
• a system of penalties should any breach of the agreement occur (paragraph 83h).
The new legislations also provides for the following:
• ANAS may unilaterally define the general level of quality standards, as well as more specific quality
standards regarding each service provided by concessionaires (paragraph 86b).
• motorway concessionaires are to be obliged to act as contracting authorities with regard to the
award of work contracts, as well as services and supplies with a value of more than €211,000
(paragraph 85c). Essentially, all concessionaires must comply with public procedures for the
awarding of contracts regarding any kind of activity, including ordinary operations, which is different
from the regulations pursuant to Legislative Decree 163/2006. Moreover, Law Decree 300/2006,
converted with amendments into Law 17/2007, postpones application of such provisions, “limited to
infrastructure maintenance works and supplies”, until 1 January 2008.
• The mandatory use of ministerial committees for the award of contracts as per the above point
(paragraph 85f).
• Concessionaires must meet adequate capital requirements, as established by a decree from the
Minister of the Economy and Finance and the Minister of Infrastructure (paragraph 85b).
Finally, the new legislation provides for substantial changes to the tariff adjustment procedure. Indeed,
paragraph 89a eliminates the automatic annual increases granted under current agreements, and
subjects the application of increases to approval by the relevant ministries, with proposals put forward
by ANAS SpA.
Paragraph 89b creates uncertainty regarding the date for tariff increases to come into force.
Believing the provisions of the above legislation to be illegal, Autostrade per l’Italia and its subsidiaries
intend to appeal the individual implementation measures introduced by Law 286/2006 and subsequent
amendments.
In this context, Autostrada dei Fiori SpA and Aiscat lodged an appeal against the Italian government,
the Ministry of Infrastructure, the Ministry of the Economy and Finance and ANAS SpA before the Court
of Genoa which, in a ruling of 9 January 2007, requested ANAS SpA, the Italian government and the
relevant ministries to refrain from applying the new legislation until the EU’s Court of Justice – at which
the Court of Genoa conducted a reference for interpretation pursuant to article 234 of the EC Treaty –
hands down judgment.
The Court of Justice should hand down judgment regarding the compatibility of the new legislation with
EU legislation.
On 21 March 2007 Autostrade per l’Italia filed an intervention notice regarding the above proceedings
before the Court of Genoa.
Finally, article 1, paragraph 1020, of Law 296/2006 provides for an increase in the concession fee,
which concessionaires must pay to the public concession provider, from the current 1% to 2.4% of net
toll revenues as of 2007.
The nature and legal implications of this additional increase, which was unilaterally imposed by a
national law, are still being assessed and evaluated by concessionaires, taking into account that
payment of the amount regarding 2007 toll revenues is due in March 2008.
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Interministerial Economic Planning Committee (CIPE) Resolution 1/2007
The regulations pursuant to the above Law 286/2006 and subsequent amendments were subsequently
supplemented by the Interministerial Economic Planning Committee (CIPE) Resolution of 26 January
2007, regarding “Provisions for the economic regulation of the motorway sector” (published in the
Official Gazette of 19 February 2007). This ruling – which was adopted without any consultation with
motorway concessionaires – lays down worse conditions and also introduces additional criteria and
parameters for establishing motorway tariffs compared with those established under paragraph 83 of
Law 286/2006.
The ruling drawn up by the CIPE introduces a tariff mechanism based on the Regulatory Asset Base
(RAB). This method, which is commonly applied to establish tariffs for other public service users, places
a ceiling on revenues by reviewing tariffs every five years based on a formula in which the revenues
allowed during each five-year period largely correspond to the sum of:
• the operating costs incurred by a company in carrying out its normal business (subject to
regulation), net of an increase in efficiency determined by the regulator;
• the amortisation and depreciation of tangible and intangible assets that are used in carrying out
such normal business;
• the return on invested capital, equal to the rate of return on capital deemed “appropriate” by the
regulator, multiplied by the Regulatory Asset Base (RAB) at the beginning of the period.
Subsequently, within each five-year regulatory period, revenues, and consequently tariffs, are annually
adjusted on the basis of:
• the target inflation rate;
• an additional factor which allows for return on new investments made during the previous year,
calculated on the basis of the rate of return deemed appropriate by the regulator.
According to this system, companies must update their business and financial plans at the end of each
regulatory period, on the basis of which the regulator updates the related parameters of the formula
used for calculating the cap on revenues.
It should be pointed out that the explicit reference to an appropriate return on invested capital, originally
mentioned in Legislative Decree 262/2006, was definitively eliminated by Law 286/2006. Indeed, the
current paragraph 83 does not envisage it at all. However, the CIPE has reintroduced the principle by
proposing a RAB mechanism, which the new law does not in fact take into account.
In this regard, and contrary to what occurs in other sectors, it should be noted that the RAB mechanism
for calculating motorway sector tariff adjustments is fixed.
Application of the economic regulation methods envisaged by the CIPE resolution gives rise to a series
of problems:
• The investment profile and the impact on tariffs. Unlike the power and gas distribution and
transmission sectors, investment is highly concentrated in the initial period of a project’s lifetime
(the construction phase), after which only moderate investment in maintenance is required. This
means that during the initial operating phase tariffs which are sufficiently weighted to cover costs,
and achieve the rate of return on capital established by the regulator, are significantly higher than
those applied during subsequent years as, due to the effect of depreciation, the value of invested
capital gradually decreases. The effects on traffic of initial tariffs that are too highly weighted should
also be taken into account. Such overweighting might trigger off a vicious circle in which decreased
traffic would make it necessary to raise tariffs further in order to achieve a guaranteed return.
• Value of assets on expiry of the concession and depreciation. In addition to the above factors,
it should be taken into account that assets held under concession by Autostrade and other
motorway operators, unlike power distribution and transmission utilities and integrated water cycle
management companies, are to be relinquished at the end of the concession period. Moreover, the
value of such assets is mainly depreciated not in terms of their residual useful life, but over the
remaining concession term, meaning that the value of the assets is written off by the end of the
term. The use of this method generates obvious distortions and oscillations in tariff trends, as
depreciation of investments carried out in the latter years of a concession period reach high levels
that are reflected in equally high tariff increases.
• Determination of RAB. Another problem of application stems from the need to determine the
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•
•
historic cost (if the revalued historic cost were to be used as the basis for calculating RAB) of
assets, which in some cases were built more than 80 years ago. Moreover, even when revalued,
this cost would not reflect the real current value of such assets, for which replacement or
reconstruction costs are substantially higher and consequently do not ensure recognition of the real
level of invested capital on which a return is expected;
Lack of investment incentives. Currently, the CIPE resolution does not include any form of
incentive for investment in new works, which occurs in the gas and electricity transmission sectors
via recognition of an increase in the rate of return on invested capital;
Deduction of other sources of revenue. The resolution stipulates that income deriving from
ancillary activities, connected with the use of motorway areas and surrounding land, should
contribute to maintaining financial equilibrium. Such revenues, net of the related costs, are
deducted from permitted costs, thereby depriving the company of such revenues.
Application of the new tariff fixing method gives the regulator sweeping discretionary powers in setting
key parameters for the determination of tariffs (rate of return, the regulatory asset base, criteria for the
depreciation of assets, traffic volume estimates, productivity and efficiency targets, the use of imputed
items to ensure that tariffs rise gradually, etc.) in accordance with rules and procedures that have never
been previously applied in the motorway sector.
This regulatory uncertainty actually deters investment in what is a highly capital-intensive industry,
requiring certainty and stability.
Application of the RAB mechanism for determining tariffs would not punish the inefficiencies of
concessionaires, who would rather be rewarded via higher tariffs for road users, who would see the
increased costs incurred by concessionaires reflected in higher toll charges. On the other hand, the
tariff adjustments calculated on the basis of the current price cap formula are far more transparent and
produce better results, because under the current system tariff adjustments are based solely on
objective criteria (above all the inflation rate) and are not connected to the costs of building motorway
infrastructure. Such costs are borne by the concessionaire, who is thereby motivated to operate
efficiently.
Furthermore, the CIPE resolution stipulates that all revenues deriving from ancillary activities and
subject to use of the land held under concession should be deducted from “recognised costs” in such a
way that the concessionaire be deprived of this revenue stream via subsequent tariff reductions. This
provision removes any future incentive to invest in these sectors and to improve the quality of services
and infrastructures. In this case too, the CIPE resolution would have an even worse impact than Law
286/2006, as the latter provides for even-handed sharing of these profits between ANAS and the
concessionaire and not total expropriation of revenues deriving from ancillary activities.
The rating agencies have also expressed grave concerns regarding the new system. Indeed, the
stability and transparency of the methods used for determining tariffs are a key element in assessing
the credit ratings of toll motorway operators. In this regard, on 15 December 2006 Standard & Poor’s
went so far as to downgrade Autostrade’s rating from “A” with a stable outlook to “A” with a negative
outlook.
The CIPE resolution establishes general guidelines. Autostrade per l’Italia and its subsidiaries will lodge
an appeal to seek cancellation of this measure, as well as its application measures as they come into
force.
Proceedings initiated by the EU Commissioner for the Internal Market regarding the new
regulations governing motorway concessions
On 14 November, Charlie McCreevy, the EU Commissioner for the Internal Market, took out
infringement proceedings against Italy for violating Treaty provisions regarding free movement of capital
and right of establishment (doc. IP/06/1561).
This measure censures various aspects of the provisions introduced by article 12 of Legislative Decree
262/2006, which represents the first step in the infringement procedure pursuant to article 226 of the
EU Treaty. Under this procedure, if a national government gives an unsatisfactory reply, the
Commission may undertake a further initiative, by drawing up and sending a “justified opinion” which
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specifies any objections and asks the national government to withdraw the disputed measures. In case
of failure to comply with the justified opinion – and if any further clarifications provided by a national
government are deemed unsatisfactory – the Commission may resort to the EU Court of Justice so that
it may hand down judgment on the disputed non-compliance.
On 10 January 2007 the Italian government replied to the summons from the EU Commissioner for the
Internal Market of 14 November 2006 with a note from the Minister of Infrastructure, a summary of
which was published on the Ministry of Infrastructure’s website.
In brief, the Italian government maintains that:
• the limitations on investment by construction companies in the share capital of concessionaires –
which are implicitly recognised as going against EU legislation – have been removed;
• the new regime would have no significant effects on current concession agreements: the Sole
Agreement envisaged by this regime would merely be for the purposes of recognition;
• the regime would not grant undue discretionary powers to national governments;
• furthermore, the Sole Agreement, of which the sole purpose of recognition was reiterated, is
moreover the outcome of a process agreed upon with the concessionaire, subject to jurisdictional
verification and compensation provided for in the case of failure to reach agreement.
On 5 March 2007 Autostrade SpA and Abertis submitted a wide-ranging document to the EU’s
Competition Directorate General in response to the Italian authorities’ above-mentioned reply of 10
January 2007. In this document, entitled “Complaint”, Autostrade SpA and Abertis pointed out that:
• the Italian government, having exercised a presumed authorising power to prevent completion of
the merger, unilaterally and arbitrarily changed motorway sector regulations, thereby impairing the
regulatory framework, by using an emergency decree and then converting a Law Decree into a
Law, with certain amendments that left its scope substantially unchanged;
• the previous regulatory framework, the outcome of a long process going back to the 1990s,
safeguarded both the public interest and legal certainty for concessionaires and investors by
placing the onus of responsibility for entrepreneurial risk on concessionaires. This regulatory
framework was, in its current form, used as the basis for the Company’s privatisation in 1999;
• with the introduction of the Sole Agreement, the new regime puts concessionaires in a “take it or
leave it” situation, and gives public authorities sweeping discretionary powers, thereby negatively
affecting a concessionaire’s risk profile, which has led to concern among the financial community;
• the claims contained in the Italian government’s reply of 10 January 2007 have as yet to be borne
out in the proposed legislation and regulations, or in the resulting actions of ANAS and the Ministry
of Infrastructure;
• compensation for the concessionaire in case of forfeiture of the concession due to failure to accept
the Sole Agreement is a particularly worrying aspect, given that it only may be granted and is
unilaterally determined by the Italian government, whilst there is no provision in line with best
European practices providing for compensation equal to the market value of the company;
• in conclusion, Autostrade SpA and Abertis have requested urgent intervention by the Commission
to declare that the new regulatory provisions and the related implementation measures (such as
CIPE Resolution 1/2007) are in breach of article 43 (right of establishment) and article 56 (free
movement of capital) of the EU Treaty.
AISCAT (The Italian Association of Motorway and Tunnel Concessionaires) sent a document to the
Italian Market Directorate General on 26 February 2007 containing comments on the new provisions.
Tariff increases for 2007
On 16 December 2006, ANAS SpA sent a letter notifying all concessionaires that the Minister of
Infrastructure had requested advice from NARS regarding 2007 tariff adjustments.
In a subsequent letter of 27 December 2006, ANAS SpA, citing the new legislation pursuant to Law
286/2006, notified all concessionaires that all tariff changes are subject to approval or refusal by the
Minister of Infrastructure and the Minister of Economy and Finance. ANAS SpA then concluded by
notifying that “as of I January 2007 said Company would therefore be unable to proceed with any
notified tariff update”.
Consequently, as of 1 January 2007, no tariff increase has been applied by any of the concessionaires.
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In response to the measures introduced by ANAS on 16 and 27 December 2006, suspending any tariff
increases, on 14/15 February 2007 Autostrade per l’Italia SpA and the Group’s other concessionaires –
with the exception of Società Italiana per il Traforo del Monte Bianco SpA, which is not concerned by
the above-mentioned suspension as it has a different tariff adjustment system – notified ANAS SpA, the
Minister of Infrastructure and the Minister of the Economy and Finance of an appeal lodged at the Lazio
Regional Administrative Court, requesting cancellation of ANAS SpA’s tariff suspension, with a claim for
compensation for damages incurred.
In brief, the appeals were based on the following grounds:
• on 16 December 2006 (the date of ANAS SpA’s first letter) the procedure for determining tariffs as
of 1 January 2007 had already been concluded in the case of Autostrade per l’Italia and all other
motorway concessionaires. Indeed, Autostrade per l’Italia SpA had already submitted a request for
an ordinary tariff increase on 19 September 2006, and a request for a tariff increase in connection
with new works under the IV Addendum to the Agreement on 13 November 2006. In accordance
with the current agreement, regarding regular annual tariff increases relating to X investments,
ANAS SpA has 45 and 15 days, respectively, from the date of the related request to make any
comments. At the end of this period, tacit approval is assumed and, as can be deduced from the
above timing, ANAS did not make any comment within the established terms;
• the new legislation (article 2, paragraphs 83 and 89 of Legislative Decree 262/2006 and
subsequent amendments) referred to in ANAS SpA’s measure of 27 December 2007 came into
force on 3 October 2006 and may not be applied retroactively. The new procedure set out in the
above-mentioned legislation – whilst deemed applicable even for existing contracts – which is
launched with the request from the concessionaire by 30 September each year, should thus be
applied as of 30 September subsequent to the afore-mentioned date on which the law comes into
force, and therefore as of 30 September 2007 for 2008 tariff adjustments;
• ANAS SpA’s measures to suspend tariffs were adopted in violation of the principle of participation
in the procedure (Law 241/1990);
•
the new legislation invoked is in breach of the Constitution and EU legislation.
On 10 March ANAS SpA notified each concessionaire of the tariff increase to be applied, as determined
in a decree issued by the Minister of Infrastructure in agreement with the Minister of the Economy, but
which has yet to be notified to concessionaires. In the above-mentioned letters, ANAS SpA, with
reference to the alleged delay in carrying out investments with respect to the time frame indicated in the
financial plan appended to the agreement, estimated the related profits earned by each concessionaire,
without, however, giving any indication of the related calculation method and the resulting amount.
Concessionaires were merely notified of the reduction in percentage terms of the tariff increases
compared with those requested for 2007.
The following table shows the recognised tariff increases to be applied by Autostrade per l’Italia SpA
and its subsidiaries.
TARIFF INCREASES WITH EFFECT FROM 15 MARCH 2007 (%)
Motorway concessionaire
Tariff increase
Autostrade per l'Italia
Raccordo Autostradale Valle d'Aosta
Autostrada Torino-Savona
Società Autostrada Tirrenica
Strada dei Parchi
Tangenziale di Napoli
Autostrade Meridionali
0.67
0.94
0.00
1.45
0.00
3.38
0.00
On 15 March 2007 Autostrade per l’Italia and the Group’s other concessionaires started applying the
approved tariff increases.
Meanwhile, Autostrade per l’Italia and the Group’s other concessionaires (with the exception of RAV
and Tangenziale di Napoli, who were granted the full increase they had requested, and Società Traforo
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del Monte Bianco, which was not concerned by the above-mentioned ANAS measures as it comes
under a different agreement regime) are appealing the measures introduced by ANAS SpA, the Ministry
of Infrastructure and the Ministry of the Economy and Finance before the Regional Administrative
Court. The companies are also seeking compensation for the related damages.
Strada dei Parchi S. p. A.: tariff increases for 2006 and appeal brought by Lazio Regional
Authority
Lazio Regional Administrative Court, in the sentence filed on 5 October 2006, upheld the appeal
brought by Lazio Regional Authority against the toll increase of 5.87% applied from 1 January 2006 on
the A24 and A25 motorways operated under concession by Strada dei Parchi SpA
On 18/19 October 2006 Strada dei Parchi SpA thus notified the Lazio Regional Authority, the Ministry of
Infrastructure and ANAS SpA of an appeal lodged with the Council of State requesting cancellation of
the sentence handed down by the Lazio Regional Administrative Court and suspension of its
application.
In a letter of 20 October 2006 ANAS SpA formally requested Strada dei Parchi SpA to bring tariffs into
line with the previous levels of 1 January 2006, in compliance with the sentence. Strada dei Parchi
applied this tariff adjustment on 28 October 2006.
In a ruling filed on 8 November 2006 the Council of State upheld the preliminary injunction submitted by
Strada dei Parchi SpA, suspended application of the Lazio Regional Administrative Court’s sentence,
recognising on the one hand that the appeal contained “aspects deserving positive assessment”, and
on the other that execution of the sentence handed down by the Lazio Regional Administrative Court
caused “serious and irreparable damage” to Strada dei Parchi SpA.
As a result of the Council of State’s ruling, tolls on the A24 and A25 motorways – which, following the
request from ANAS, Strada dei Parchi SpA had reduced to the levels applied before 1 January 2006 were restored to their previous levels on 13 November 2006.
In a subsequent sentence filed on 31 January 2007, the Council of State pronounced final judgment on
the dispute, upholding the appeal lodged by Strada dei Parchi SpA, and thereby cancelling the
sentence handed down by the Lazio Regional Administrative Court.
In particular, the Council of State upheld the grounds for the appeal lodged by Strada dei Parchi SpA
regarding the Lazio Regional Authority’s lack of legitimacy in taking action.
The sentence also deals with the merits of the dispute – namely the correlation between tariff increases
and the state of completion of investments recognised by the Lazio Regional Administrative Court –
even though it “exclusively regards a completion requirement”. In this regard, the sentence lays down
general principles for the whole motorway sector.
In detail, it stipulates that:
• in the concession arrangement between ANAS and Strada dei Parchi “the commitments between
the parties as a whole were certainly not limited to investment obligations”;
• the obligation to carry out investments “was only one of many contractual commitments, regarding
which the importance and significance, as well as the duration and who is responsible for them,
should in any case be assessed (article 1218 of the Italian Civil Code), for the purpose of
ascertaining whether non-compliance took place”.
• “the censure put forward by the Lazio Regional Authority is groundless, unconvincing and not
proven … partly because a portion of the investment has been carried out and a portion has been
planned”.
ANAS request of 16 March 2007 regarding provisions in the financial statements
In a letter dated 16 March 2007, ANAS SpA, as in the previous year, requested all motorway
concessionaires to “make appropriate provisions corresponding to the accrued financial benefits
deriving from delays in carrying out planned investments” in their financial statements for 2006.
Autostrade per l’Italia SpA and the Group’s other motorway concessionaires intend to appeal with a
view to cancelling the above ruling by ANAS SpA.
In this regard, the assumed financial benefits deriving from delays in carrying out investments, as
estimated by Autostrade per l’Italia SpA at 31 December 2005 and notified to ANAS SpA during 2006,
amount to approximately €49 million.
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At 31 December 2006 Autostrade per l’Italia SpA’s equity contains reserves and retained earnings
totalling €1,086 million, a far higher amount than the financial benefits estimated at 31 December 2005
and any further financial benefits that may assumed to have accrued in 2006.
Request for clarification from ANAS regarding recent press comments
On 15 March 2007 press agencies reported comments by the Minister of Infrastructure, who was
rumoured to have asked ANAS “to initiate procedures provided for in the existing concession
arrangements, under which one year after formal notice of breach of contract has been notified, unless
the breach has been resolved, the related agreement is terminated”. Also according to the above press
agencies, the Minister has “already initiated procedures that will lead to formal notice of a serious beach
of contract by June of this year”, adding that the initiative regards “4 or 5 concessionaires who, one year
from now, not only risk seeing any tariff increases turned down but their concessions revoked”.
In response to these reports, Autostrade per l’Italia SpA, in a letter sent to ANAS SpA on 15 March
2007, noted that “the Board of Directors of the undersigned company must approved its financial
statements for the year ended 31 December 2006 by 28 March 2007, whilst the Group’s holding
company, Autostrade SpA, a listed company, is similarly obliged to approve its consolidated financial
statements”.
In the same letter Autostrade per l’Italia SpA also specified that “the Directors are obliged to include all
material information known to them up to the above date of 28 March 2007 in the financial statements”.
As a result of the above, Autostrade per l’Italia requested ANAS to inform the Company “if the initiative
referred to be the Minister, relating to 4 or 5 concessionaires, involves Autostrade per l’Italia or any of
the concessionaires it controls”.
In a latter dated 23 March 2007, ANAS acknowledged Autostrade per l’Italia SpA’s letter of 15 March
2007, stating that “the procedure for giving notice of a serious beach of the existing concession
arrangement – including with regard to the resulting effects – is governed by the Concession
Agreement and, insofar as applicable, by Law 241 of 7 August 1990 and subsequent amendments, and
therefore also by articles 7 and 8 of this law. Naturally without prejudicing the outcome of the legal
action pending before the Civil Court of Rome (R.G. 82307/2006)”.
Autostrade per l’Italia SpA and its subsidiaries have so far not received notice of such a procedure
being initiated, as required by the Concession Agreement and/or the above Law 241/90.
Law 286/2006 - Economic and financial effects
The economic and financial effects of the eventual application of Law 286/2006 (as subsequently added
to and amended) are not currently quantifiable, in that:
•
•
the regulations and resulting implementation measures contain elements of law that, based on the
outcomes of pending appeals and legal actions, including those undertaken at EU level, may not
actually be applicable;
the regulations and resulting implementation measures, above all those deriving from CIPE Ruling
1/2007, contain elements that are so vaguely defined as to render it impossible to carry out any
reasonable quantification of their impact if actually applied.
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49.
MATERIAL EVENTS AFTER 31 DECEMBER 2006
This section provides information on material events after 31 December 2006, excluding the corporate,
regulatory and legal aspects already described in Note 48, to which reference should be made.
Surcharge applied to tolls
As a result of Law 296/2006, from 1 January 2007 surcharges on tolls have undergone changes via
cancellation of the grant received from the Central Guarantee Fund and the introduction of a new
surcharge to be paid entirely to ANAS (and, unlike the previous surcharge, to be also applied to SAM
and Tangenziale di Napoli). The new surcharges are as follows: i) 2 thousands of a euro per kilometre
from 1 January 2007, 2.5 thousands of a euro per kilometre from 1 January 2008 and 3 thousands of a
euro per kilometre from 1 January 2009 for toll classes A and B; ii) 6 thousands of a euro per kilometre
from 1 January 2007, 7.5 thousands of a euro per kilometre from 1 January 2008 and 9 thousands of a
euro per kilometre from 1 January 2009 for toll classes 3, 4 and 5.
Stalexport
On 14 February 2007 a general meeting of Stalexport’s shareholders approved a capital increase of
€89.5 million reserved to Autostrade at a price of 2.2458 zlotys per share. As a result, in accordance
with the agreements executed, Autostrade will have a controlling interest of 50% plus one share in the
company after the increase, in return for the investment of a further €52 million (in addition to the
previous investment of approximately €17 million in order to acquire 21.7% of the company).
Autostrade SpA paid for the new shares on 27 March 2007. Having acquired a controlling stake of 50%
plus one share, under Polish law Autostrade is required to launch a public tender offer to purchase up
to 66% of the company’s share capital.
IGLI
On 27 February 2007, Autostrade per l'Italia completed the acquisition of a further 3,216,000 shares in
IGLI SpA (“IGLI”) from Tesir Srl, thereby raising its stake in IGLI to 33.3% The cost of the transaction
was €48.9 million.
Autostrade per l’Italia has invested a total of €73 million in IGLI.
Following the decision by mutual consent to terminate the shareholder agreement originally executed
by the IGLI’s founding shareholders in June 2005, Autostrade per l'Italia has agreed the basic terms of
a new agreement with Argo Finanziaria and Immobiliare Lombarda.
The new agreement, which will be effective until 12 June 2008, envisages a voting trust to elect the
boards of directors and auditors of IGLI and Impregilo, and qualified majorities for the adoption of
resolutions by the general meetings and the boards of directors of IGLI and Impregilo. The agreement
also envisages (i) the lock up of the shares held by IGLI’s shareholders throughout the term of the new
agreement; (ii) a procedure enabling a shareholder who is not in agreement with certain resolutions
passed by Impregilo’s board of directors to withdraw; (iii) a procedure governing the consequences for
shareholders of a public tender offer for Impregilo’s shares; and (iv) the liquidation of IGLI on expiry of
the agreement and the resulting allocation of Impregilo shares to shareholders in proportion to their
holdings in IGLI.
Restructuring
The Board has approved a restructuring plan to be proposed to the General Meeting of shareholders.
The plan is designed to provide clearer distinction between the roles of Autostrade SpA and Autostrade
per l'Italia SpA within the Group. As a result, Autostrade SpA has the exclusive role of holding company
with responsibility for growth strategies, whilst Autostrade per l’Italia will maintain its role as an
operating parent company involved in the management of infrastructure under concession.
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50.
FINANCIAL HIGHLIGHTS OF THE GROUP’S PRINCIPAL ASSOCIATES AND JOINT
VENTURES
Associates end their financial years on 31 December. The latest available financial statements
approved by the respective boards of directors are those prepared for the year ended 31 December
2006 (unless otherwise indicated). The following Group associates prepare their financial statements
under Italian GAAP: Autostrade Lombarde, Autostrada Pedemontana Lombarda, Arcea Lazio,
Tangenziali Esterne di Milano and IGLI. Stalexport SA prepares its financial statements under IFRS.
The associate, Autostrade Sud America Srl, was incorporated in 2006 and the financial statements for
2006 are not yet available. Data for this company is not, therefore, included.
The following table shows financial highlights taken from the last available approved financial
statements of the Group’s principal associates.
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288
4. FINANCIAL STATEMENTS OF AUTOSTRADE S.p.A
AND NOTES
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FINANCIAL STATEMENTS
292
293
294
295
296
NOTES TO THE FINANCIAL STATEMENTS
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1. INTRODUCTION
Until the year ended 31 December 2005, Autostrade SpA presented financial statements in compliance with
the Italian Civil Code as supplemented and interpreted by generally accepted accounting standards in Italy
(“Italian GAAP”).
Following the enactment of European Regulation 1606 of July 2002 and as required by:
1) Legislative Decree 38/2005, in implementation of European Regulation 1606, and
2) the Regulations for Issuers 11971/1999, as amended by CONSOB Resolution 14990 of 14 April 2005,
as of 1 January 2006, Autostrade SpA, as an entity listed on the Italian Stock Exchange, adopted
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard
Board for the preparation of its financial statements in accordance with the provisions of art. 4 (1) of
Legislative Decree 38/2005. The financial statements for the eyar ended 31 December 1006 are, therefore,
the first to be prepared under IFRS as endorsed by the European Commission.
As part of the transition to IFRS, and for the purposes of preparing financial statements for the year ended
31 December 2006, it was necessary to restate the financial statements for the eyar ended 31 December
2005 and the balance sheet at the IFRS transition date (1 January 2005). As required by paragraphs 39 and
40 of IFRS 1, a document entitled "Transition to international financial reporting standards (IFRS)” has been
annexed to these financial statements. The document contains reconciliations, and related notes, between
the IFRS financial statements prepared by Autostrade SpA and the corresponding financial statements
prepared under Italian GAAP (the balance sheets at 1 January 2005 and 31 December 2005, and the
income statement for the year ended 31 December 2005), in addition to the effects of adopting IFRS on
equity and net financial indebtedness.
The Company had already prepared the “Transition to international financial reporting standards (IFRS)”,
audited by the independent auditors, KPMG SpA, to accompany the interim report for the six months ended
30 June 2006. This document differs from the above in that, in line with the option exercised in the
preparation of the IFRS consolidated financial statements in previous years and until 30 June 2006, the
Company elected to recognise actuarial gains and losses deriving from the measurement of staff termination
benefits in the income statement for the period, based on the method established by IAS 19. This policy was
applied through to preparation of the report for the nine months ended 30 September 2006. In contrast, in
the preparation of both the consolidated financial statements and Autostrade SpA’s financial statements for
the year ended 31 December 2006, on the basis of the option granted by the amendment to IAS 19, issued
by the IASB in December 2004, the above actuarial gains and losses are now recognised directly in equity,
as allowed under paragraph 93A of IAS 19. The change has not resulted in movements in total equity, but
only in the composition of the related breakdown, in that both profit for the period and reserves and retained
earnings have been influenced by insignificant amounts.
2. BASIS OF PRESENTATION
The financial statements for the year ended 31 December 2006 have been prepared pursuant to articles 2
and 4 of Legislative Decree 38/2005, and in accordance with the International Financial Reporting Standards
(IFRS) issued by the International Accounting Standards Board and endorsed by the European Commission,
and in force at 31 December 2006. These standards reflect the interpretations issued by the International
Financial Reporting Interpretations Committee (IFRIC), in addition to previous International Accounting
Standards (IAS) and the interpretations issued by the Standard Interpretations Committee (SIC) and still in
force at the balance sheet date. For the sake of simplicity, all the above standards and interpretations are
hereafter referred to as “IFRS”.
In addition, the requirements in implementation of article 9 of Legislative Decree 38/2005 have been
observed.
The financial statements comprise the balance sheet, income statement, cash flow statement, statement of
changes in equity (all in units of euros) and these notes (in thousands of euros, unless otherwise indicated).
The euro is both the functional and the presentation currency.
The format of the balance sheet is based on the model separately disclosing current assets and liabilities
while the income statement is classified by nature of expense. The indirect method has been used to present
the cash flow statement.
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By Resolution 15519 of 27 July 2006, the Commissione Nazionale per le Società e la Borsa (CONSOB) has
required that in addition to the specific requirements of IAS 1 and other international accounting standards,
financial statements must separately disclose sub-items for (i) material amounts in connection with related
party balances and transactions; and (ii) income statements must separately disclose positive and negative
components of income derived from events and transactions which are non-recurring in nature or
transactions or facts which are not frequently repeated during the normal course of business.
Autostrade SpA operates solely as a listed holding company, responsible for management and strategic
coordination of its subsidiaries. The Company’s registered office is in Rome, at Via Bergamini, 50. The
Company does not have branch offices.
50.1% of the Company’s shares are controlled by a stable core of shareholders, represented by
Schemaventotto SpA, which although the ultimate parent, is not involved in the management of Autostrade
SpA.
The financial statements were approved by the Board of Directors of Autostrade SpA at its meeting of 28
March 2007.
3. ACCOUNTING POLICIES
The following significant accounting policies used in preparing the financial statements for the year ended
31 December 2006 are consistent with those applied in preparation of the IFRS transition balance sheets
and income statements at 1 January 2005 and 31 December 2005. Where applicable, indication is given of
the use by the Company of any exemptions allowed by IFRS 1.
Property, plant and equipment
Property, plant and equipment, including items acquired under finance leases, is stated at purchase cost.
Cost includes expenditure that is directly attributable to the acquisition of the items and financial expenses
incurred during construction of such assets. Assets acquired through business combinations prior to
1 January 2004 (the IFRS transition date) are stated at previous amounts, determined under Italian GAAP as
applied to those business combinations and representing the deemed cost.
The cost of assets, determined in accordance with the above, with finite useful lives is systematically
depreciated on a straight-line basis by applying rates that represent the expected useful life of the asset.
Each component of an asset with a cost that is significant in relation to the total cost of the item, and that has
a different useful life, is accounted for separately. Land, whether vacant or annexed to residential or
industrial buildings, is not depreciated as it has an indefinite useful life.
A summary of the annual rates of depreciation used is as follows:
Rate
Description
Buildings
Other assets (furniture and fittings)
3%
12%
As mentioned above, assets acquired under finance leases are initially accounted for as property, plant and
equipment, and the underlying liability recorded in the balance sheet, at an amount equal to the relevant fair
value or, if lower, the present value of the minimum payments due under the lease. Lease payments are
apportioned between the interest component, which is recognised in the income statement as incurred, and
the repayment of principal component, which is deducted from the financial liability.
Property, plant and equipment is tested for impairment, as described in the relevant note, whenever events
or changes in circumstance indicate that the carrying amount may not be recoverable.
Assets are derecognised following sale or if the facts and circumstances giving rise to the future expected
benefits cease to exist and any gains or losses (determined by comparing the disposal proceeds with the
assets’ carrying amount) are recognised in the income statement for the period in which the asset was
derecognised.
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Investment property
Property held to earn rentals or for capital appreciation, or both, rather than for use in the production or
supply of goods and services, are classified as “investment property” and are recognised at cost measured
in the same manner as property, plant and equipment. The relevant fair value of such assets is also
disclosed.
Intangible assets
Intangible assets are recognised at cost, measured in the same manner as property, plant and equipment, to
the extent that the assets can be separately identified, their cost reliably determined, are under the
company's control and are able to generate future economic benefits.
Amortisation of intangible assets with finite useful lives begins when the asset is ready for use.
Gains and losses deriving from the disposal of an intangible asset are determined as the difference between
the disposal proceeds and the carrying amount of the asset and are recognised as income or expense in the
income statement.
Investments
Investments in subsidiaries and associates are recognized at cost including directly related purchase costs.
Investments in other companies are stated at fair value through the income statement. Where fair value
cannot be measured reliably, the investment is accounted for at cost.
This value is written down in the event of an impairment loss, identified as described in the note on
“Impairment of assets”. Impairment losses are reversed if the circumstances that gave rise to the loss no
longer exist, provided that the reversal does not exceed the cumulative impairment losses previously
recognised.
Provisions are made to cover the risk that the losses of an investee company exceed the carrying amount of
the investment, to the extent that the Company has incurred legal or constructive obligations to cover such
losses.
Available-for-sale investments or those acquired as a temporary investment are recognised at the lower of
their carrying amount and fair value.
Receivables and payables
Receivables are initially recognised at fair value and subsequently measured at amortised cost, using the
effective interest method, less provisions for impairment losses. The amount of the provisions is based on
the present value of expected future cash flows.
Payables are initially recognised at fair value and subsequently at amortised cost, using the effective interest
method.
Trade receivables and payables, which are subject to normal commercial terms and conditions, are not
discounted to present value. Transactions in foreign currencies other than the functional currency of
individual companies are translated at closing exchange rates.
Cash and cash equivalents
Cash and cash equivalents are recognised at face value and include highly liquid demand or very short-term
instruments of excellent quality that are subject to an insignificant risk of changes in value.
Other financial assets and liabilities
Financial assets that the Group intends and is able to hold to maturity and financial liabilities are recognised
as the fair value of the purchase consideration at the settlement date, with assets being increased and
liabilities being reduced by transaction costs (e.g. commissions, consultants’ fees, etc.) directly attributable
to the purchase of the asset or issuance of a financial liability.
After initial recognition, financial assets are subsequently measured at amortised cost using the effective
interest method.
Financial assets and liabilities are derecognised when, following their sale or settlement, the Company is no
longer involved in their management and has transferred all risks and rewards of ownership.
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Derivative financial instruments
The Company has acquired derivative financial instruments in order to hedge its exposure to interest rate
and foreign exchange risks related to its financial liabilities. In line with Company policy, derivative financial
instruments are not traded.
All derivative financial instruments are recognised at fair value at the relevant balance sheet date.
Derivatives are designated as hedging instruments when the relationship between the derivative and the
hedged item is formally documented and the periodically assessed effectiveness of the hedge is high
ranging between 80% and 125%. Changes in the fair value of derivatives that are designated and qualify as
cash flow hedges are recognised in equity net of any deferred taxation. The gain or loss relating to the
ineffective portion is recognised through the income statement.
Changes in the fair value of derivative instruments that do not qualify for hedge accounting under IAS 39 are
recognised in the income statement.
Provisions
Provisions are made when the Company has an actual (actual or constructive) obligation to third parties as a
result of a past event, if it is probable that an outflow of resources will be required to settle the obligation and
the related amount can be reliably estimated.
Provisions are measured on the basis of management’s best estimate of the expenditure required to settle
the obligation at the balance sheet date, and are discounted to present value where the effect of such
discounting is material. If the discount to present value is material, provisions are determined by discounting
future expected cash flows to their present value using a discount rate that reflects current market
assessments of the time value of money and the specific risks relating to the liability. Subsequent to the
computation of present value, increases in provisions due to the passage of time are recognised as financial
expenses.
Employee benefits
Short-term employee benefits, provided during the period of employment, are accounted for at the accrued
liability at the balance sheet date.
Post-employment benefits in the form of defined benefit plans (such as staff termination benefits) are
recognised during the vesting period, less any plan assets and advance payments made. The obligation is
determined on the basis of actuarial assumptions and recognised on an accruals basis consistent with the
period of service necessary to obtain the benefit. The obligation is calculated by independent actuaries.
Actuarial gains and losses are fully recognised in equity in the period to which they relate after adjusting for
any deferred taxes.
Assets held for sale and included in disposal groups
Where the carrying amount of assets or assets and associated liabilities of a disposal group is material and
is recoverable primarily through sale rather than through continued use, the items are presented separately
in the balance sheet.
Immediately prior to being classified as held for sale, the above assets and liabilities are recognised under
the specific IFRS applicable to each asset and liability, and then subsequently measured at the lower of the
carrying amount and estimated fair value. Any impairment losses are recognised immediately in the income
statement.
Gains and losses resulting from assets held for sale or included in disposal groups, net of the related tax
effects, are recognised in a separate item in the income statement, together with comparative amounts.
Revenue recognition
Revenues are recognised when the fair value can be reliably measured and it is probable that the economic
benefits associated with the transactions will flow to the Company. Depending on the type of transaction,
revenues are recognised on the basis of the following specific criteria:
−
−
revenues from the sale of goods are recognised when the significant risks and rewards of ownership of
the goods have been transferred to the buyer;
revenue from the rendering of services is recognised in proportion to the stage of completion of the
transaction. When the amount of the revenues cannot be reliably determined, revenues are recognised
only to the extent that expenses recognised are recoverable;
301
−
revenues in the form of rental income are recognised on an accruals basis, based on contractual terms
and conditions.
Interest income and interest expense are recognised on an accruals basis and measured with reference to
the effective yield on the financial asset or liability in application of the effective interest method.
Dividend income is recognised when the right to receive payment is established.
Income taxes
Income taxes are recognised on the basis of a realistic estimate of tax expense to be paid, in compliance
with regulations in force and taking account of any applicable exemptions.
As of 2004 the Company, together with other Group companies, has taken part in the consolidated tax
scheme managed, in accordance with Legislative Decree 344/2003, by the parent Schemaventotto SpA For
this purpose, the relationship with Schemaventotto is regulated by a specific contract. As a general principle,
this contract establishes that participation in the consolidated tax scheme may not, under any circumstances,
result in economic or financial disadvantages for the participating companies compared with the situation
that would have arisen had they not participated in the scheme. Should such disadvantages arise, they are
required to be offset by payment of a corresponding indemnity to the relevant participating companies.
Current tax receivables and payables relating to IRES (corporation tax), which are consolidated by
Schemaventotto, are recognised in current tax assets and liabilities in the same manner as Group
companies which do not participate n the consolidated tax scheme.
IRAP, to be paid directly to the tax authorities, is accounted for in current liabilities in the balance sheet in the
item “Current tax liabilities”, less any prepayments. IRAP credits are accounted for in current assets in the
item “Current tax assets”.
Deferred tax assets and liabilities are the taxes expected to be recovered or paid on temporary differences
between the carrying amounts of assets and liabilities in the balance sheet, calculated in accordance with
the above policies, and the corresponding tax bases, as follows:
− deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be
available against which the asset can be utilised;
− deferred tax liabilities are always recognised.
Impairment of assets (impairment testing)
At the balance sheet date, the Group tests property, plant and equipment, intangible assets and financial
assets (including investments) for impairment.
If there are indications that these assets have been impaired, the recoverable amounts of such assets are
estimated in order to measure the amount of the impairment loss. Irrespective of whether there is an
indication of impairment, intangible assets with indefinite lives and those which are not yet available for use
are tested for impairment at least annually, or more frequently, if an event has occurred or there has been a
change in circumstances that could cause an impairment.
If it is not possible to estimate the recoverable amounts of individual assets individually, the recoverable
amount of the cash-generating unit to which a particular asset belongs is estimated.
This entails estimating the recoverable amount of the asset (represented by the higher of the asset’s fair
value less costs to sell and its value in use) and comparing it with the carrying amount. If the recoverable
amount of an asset is estimated to be less than its carrying amount, the carrying amount is reduced to its
recoverable amount.
In calculating value in use, expected future pre-tax cash flow is discounted using a pre-tax rate that reflects
current market assessments of the cost of capital which embodies the time value of money and the risks
specific to the business. Impairment losses are recognised in the income statement, and are reversed if the
circumstances that gave rise to the loss no longer exist. Unless such impairment losses relate to goodwill,
they are reversed if the circumstances that gave rise the loss no longer exist, provided that the reversal does
not exceed cumulative impairment losses previously recognised.
Estimates and judgements
As required by IFRS, preparation of the financial statements involves the use of estimates and assumptions,
which are reflected in the measurement of the carrying amounts of assets and liabilities and in the
disclosures provided in the notes to the financial statements, including contingent assets and liabilities in
existence at the end of the period. These estimates and assumptions are especially important in determining
amortisation and depreciation, impairment testing of assets (including the measurement of receivables),
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provisions, employee benefits, the fair value of financial assets and liabilities as well as deferred tax assets
and liabilities.
Actual amounts may, therefore, differ from these estimates and assumptions. Moreover, estimates and
assumptions are periodically reviewed and updated, and the resulting effects of each change immediately
recognised in the financial statements.
Earnings per share
Basic earnings per share is computed by dividing income by the weighted average number of shares in
issue during the year.
Diluted earnings per share is computed by taking into account, for both income and the above weighted
average, the effects deriving from the subscription/conversion of all potential shares that may be issued as a
result of the exercise of any outstanding share options.
New accounting standards
IASB and IFRIC have approved certain new IFRS standards and interpretations, some of which will become
effective for accounting periods commencing on or after 1 January 2007. Some of those standards and
interpretations have not yet been endorsed by the European Commission.
Moreover, the new standards and interpretations do not have a material effect on the financial statements of
Autostrade or on the information contained in the notes.
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NOTES TO THE BALANCE SHEET
Amounts at 31 December 2005 are shown in brackets.
Balance sheet – Assets
NON-CURRENT ASSETS
€13,558,297 thousand (€13,514,620 thousand)
4. Property, plant and equipment
€9,183 thousand (€9,553 thousand)
At 31 December 2006, property, plant and equipment amounted to €9,183 thousand which was €370
thousand less than at 31 December 2005. The decrease was a result of the combined effects of new
investments of €21 thousand and depreciation of €391 thousand.
The balances at the beginning and end of the year and relevant movements in property, plant and
equipment are shown in the table below.
There were no changes in the expected useful lives of these assets during the year.
At 31 December 2006, there were no mortgages, charges or other security interests in property, plant and
equipment limiting the rights of the Company.
PROPERTY, PLANT AND EQUIPMENT
€1,637 thousand (€1,788 thousand)
This item, €1,637 thousand at 31 December 2006 (€1,788 thousand at 31 December 2005) primarily
consists of a building owned in Via Nibby (€1,549 thousand) and surrounding land (€55 thousand). The
decrease for the year is the result of depreciation.
INVESTMENT PROPERTY
€7,546 thousand (€7,765 thousand)
This is the carrying amount of Villa Fassini and land, which are located in Rome and rented to one of Group
companies generating rent income of €212 thousand in 2006.
The property’s fair value was €9,000 thousand as determined by independent appraisal.
304
305
5. Intangible assets
€923 thousand (€1,385 thousand)
Intangible assets consist of the exclusive right to use Europpass Collection System technology, which was
acquired in 2005 when the investment in Europpass LKW Mautsystem GmbH was sold. The right is
amortised over the four year life of the asset.
6. Investments
€5,916,715 thousand (€5,851,709 thousand)
This item regards investments in subsidiaries and other companies, the accounting treatment of which is
described in Note 3 “Accounting policies”.
Preparation of the financial statements for the year ended 31 December 2006 entailed updating the
impairment test as explained in the note on accounting policies. The test confirmed both the recoverability of
the investments both with respect to estimated fair value as well as to value in use, which was determined by
computing the present value of projected cash flows using a discount rate of 5.70%. The method used is
described in Note 3.
The carrying amount of subsidiaries amounts to €5,848,384 thousand and is unchanged with respect to last
year. The balance primarily consists of the investment in Autostrade per l’Italia measured at €5,797,573
thousand.
New investments of €65,054 thousand, as shown below, were made in associates during the year:
subscription of the shares of Autostrade del Sud America (€45,000 thousand), a company incorporated
in 2006. This company, through its newly incorporated wholly owned subsidiaries acquired a 100%
interest in Costanera Norte from the Impregilo Group in 2006. Costanera Norte operates a motorway in
the Santiago de Chile metropolitan area;
b) the acquisition of a 21.7% interest in the share capital of Polish company Stalexport S.A. for €20,054
a)
thousand including directly related transaction costs. Stalexport is the holder of the A4 Krakow – Katowice
motorway concession
Investments in other Group companies amount to €3,277 thousand, which is €48 thousand less than 31
December 2005 primarily as a result of:
a) the sale of the interest in Edindustria SpA;
b) derecognition of the investment in Societé du Viaduc du Millau p.A. following its liquidation last year.
The following tables show:
ƒ opening and closing balances and movements in investments during the year;
ƒ a list of investments, showing the percentage interest, the carrying amount at 31 December 2006 and
other information required to be disclosed.
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307
7. Other financial assets
€7,605,759 thousand (€7,573,097 thousand)
DERIVATIVE FINANCIAL INSTRUMENTS
€102,885 thousand (€269,627 thousand)
The above amount represents the fair value of certain derivative financial instruments, held by the Company
as assets at 31 December 2006. Specifically:
a) €97,435 thousand related party derivatives, €91,995 thousand of which being derivatives written by
subsidiary Autostrade per l’Italia for the purposes of hedging interest rate risk associated with
medium/long-term loans made to that company and €5,440 thousand for derivative contracts obtained
from UniCredito for the purposes of hedging interest rate risks associated with the Term Loan Facility.
b) €5,450 thousand relate to derivatives obtained from another financial institution to hedge interest rate
risks associated with the same Term Loan Facility.
At 31 December 2005, the positive value of these contracts amounted to €269,627 thousand, whilst a loss of
€166,742 thousand was recognised at 31 December 2006. This was recognised (net of taxes) directly in
equity as a movement in equity reserves, in accordance with the accounting treatment of cash flow hedges
required by IAS 39.
Additional information regarding financial derivatives used by the group for hedging purposes is contained in
Note 35 "Financial risk management".
OTHER FINANCIAL ASSETS
€7,502,874 thousand (€7,303,470 thousand)
€7,500,000 of this amount (€7,300,000 at 31 December 2005) relates to loans granted to the subsidiary,
Autostrade per l’Italia. The increase of €200,000 thousand is due to the disbursement of a new medium/longterm loan parallel to the drawdown of a loan from the EIB. The balance includes both the current and noncurrent portion of deferred financial income of €2,779 thousand, as well as the non-current portions of loans
granted, amounting to €95 thousand.
The medium/long-term loans granted to the subsidiary, Autostrade per l’Italia, are granted on the same terms
as apply to the Company’s borrowings from the banking system, increased by a spread that takes account of
the cost of managing the loans.
The following two tables show medium/long-term financial assets at year end relating to Group companies.
The first compares medium/long-term intercompany financial assets at 31 December 2006 with those at 31
December 2005 and classifies them by maturity (current and non-current portions).
The second compares aggregate carrying amount (current and non-current portions) of medium/long-term
intercompany financial assets, face value and fair value at 31 December 2006. The second table also
summarises the terms and conditions applied to each financial asset.
Fair value was measured by discounting expected future cash flows, using the year-end market yield curve.
The Company’s financial risks and risk management policies are described in Note 35 “Financial risk
management”.
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8. Deferred tax assets
€25,717 thousand (€78,876 thousand)
This item is primarily comprised of deferred tax assets (€24,915 thousand) recognised directly in equity and
relate to decreases in the fair value of derivative financial instruments that qualify for hedge accounting and
are outstanding at 31 December 2006.
The decrease compared to 31 December 2005 is essentially a result of the reduction in the decrease in the
fair value of these instruments as a consequence of increased interest rates.
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CURRENT ASSETS
9. Trading assets
€478,128 thousand (€621,926 thousand)
€10,054 thousand (€13,418 thousand)
TRADE RECEIVABLES
€10,054 thousand (€13,418 thousand)
€9,945 thousand of this amount relates to amounts receivable from subsidiaries in connection with financial,
administrative and internal audit services.
10. Cash and cash equivalents
CASH
€228,128 thousand (€356,783 thousand)
€7,891 thousand (€10,197 thousand)
The item is comprised of “cash at bank and at post offices” of €7,875 thousand and “cash in hand” of €16
thousand.
INTERCOMPANY RECEIVABLES
€220,237 thousand (€346,586 thousand)
The item consists of amounts receivable from subsidiaries in connection with current account transactions
generated by the Company's provision of centralised treasury services, on which interest is accrued at
market rates. The balance on the current account held by the subsidiary, Autostrade per l’Italia, amounts to
€141,217 thousand compared to €302,549 thousand at 31 December 2005.
11. Other financial assets
€175,754 thousand (€172,259 thousand)
CURRENT PORTION OF MEDIUM/LONG-TERM FINANCIAL ASSETS
thousand)
€175,530 thousand (€172,207
This item consists of:
a) financial assets in the form of accrued interest owed by related parties at 31 December 2006 on loans
granted to Autostrade per l’Italia (€127,354 thousand) and accrued income relating to financial gains
associated with the differentials on derivative contracts obtained from the Unicredito Group (€20,702
thousand);
b) accrued income payable by third parties (€26,308 thousand) relating primarily to differentials of
derivative contracts entered into with financial institutions to hedge bonds and other borrowings.
OTHER FINANCIAL ASSETS
€224 thousand (€52 thousand)
The item predominantly consists of accrued financial income.
12. Current tax assets
€53,948 thousand (€37,457 thousand)
This item consists of:
a) amounts due from the parent, Schemaventotto, totalling €44,933 thousand, and regarding the benefit
derived from tax losses due to participation in the consolidated tax scheme described in Note 3
“Accounting policies”. €30,811 of these tax credits (IRES) relates to 2006, with the remaining credit of
€14,122 thousand relating to 2005.
b) expected income tax refund of €9,016 thousand
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13. Other assets
€10,244 thousand (€42,009 thousand)
This item consists of receivables and other current assets that are not classifiable as trading or financial. The
balance at 31 December 2006 includes:
a) tax credits not deriving from payment of income taxes, totalling €5,397 thousand.
b) the residual carrying amount of the investment in the subsidiary, Sitech (in liquidation), amounting to
€2,645 thousand compared with €34,451 thousand at 31 December 2005. This company’s liquidation is
expected to be completed shortly. The decrease derives from the company’s repayment of shareholder
contributions for future increases in capital that had been paid in past years.
c) amounts due from social security institutions (INAIL), totalling €1,697 thousand.
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Balance sheet – Equity and liabilities
14. Equity
€6,176,273 thousand (€6,296,827 thousand)
Equity consists of the following:
Issued capital is fully subscribed and paid-in and consists of 571,711,557 ordinary shares with a par value of
€1 each. The total value of €571,712 thousand is unchanged, in terms of both amount and composition,
compared to 31 December 2005.
The €120,554 thousand decease in equity compared to 31 December 2005 is due to the combined effect of
the following:
a) payment of the final dividend for 2005, amounting to €0.31 per share or €177,231 thousand, net of the interim
dividend for 2006, totalling €150,074 thousand or €0.2625 per share;
b) recognition of a decrease in fair value of €27,737 thousand, net of taxes, relating to financial derivatives
used to hedge interest and exchange rate risks;
c) recognition of actuarial gains computed on staff termination benefits of €307 thousand (net of taxes);
d) net profit for 2006, totalling €234,181 thousand.
The “Statement of total recognised gains and losses” shown above contains the details of gains and losses
recognised directly in equity rather than in the income statement.
The following table shows the permitted uses of equity items and movements during 2006 in the individual
components of equity.
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313
NON-CURRENT LIABILITIES
€7,554,857 thousand (€7,530,163 thousand)
15. Provisions (non-current portion) €2,146 thousand (€3,407 thousand)
(current portion)
€2,387 thousand (€12,487 thousand)
PROVISIONS FOR EMPLOYEE BENEFITS (non-current portion)
(current portion)
€2,146 thousand (€3,407 thousand)
€1,976 thousand (€326 thousand)
This item consists of the following provisions:
a) provisions for staff termination benefits to be paid to employees on termination of their employment.
Total current and non-current provisions declined from €2,767 thousand at 31 December 2005 to €2,526
thousand at 31 December 2006, representing a net decrease of €241 thousand.
Total movements in 2006 of €241 thousand relate to the following components:
-
-
service costs of €281 thousand included in staff costs in the income statement;
financial expenses of €111 thousand included in financial expenses in the income statement;
actuarial gains of €457 thousand recognised directly in equity;
net profit for the year of €179 thousand.
The reduction during the year particularly relates to the actuarial component, following the use of a
higher annual discount rate consistent with interest rate movements, than the rate used at the end of
2005.
Moreover, the 2007 Finance Act and related implementation decrees have introduced changes relating
to the manner in which staff termination benefits are to be treated with effect from 1 January 2007. The
changes include the employee’s ability to select the manner in which his contributions will be invested. It
will be possible for the employee to stipulate whether new contributions are to be paid into a preselected type of pension fund or held within the company (in which case, the company will pay staff
termination contributions to a treasury account held at INPS).
Given the extent of uncertainty with respect to the interpretation of the legislation, which has only been
recently approved, and the impossibility of determining the form in which employees will choose to keep
their vesting benefits (employees have until 31 December 2006 to decide), it is not possible for the
actuarial valuation at 31 December 2006 to quantify the potential impact of the reform.
The main actuarial assumptions applied in estimating provisions for staff termination benefits at 31
December 2006 are summarised below:
Financial assumptions:
- annual discount rate:
- annual inflation rate:
- annual turnover rate:
- annual rate of advances paid:
- annual wage increase:
4.25%
2.0%
3.5%
3.0 %
2.5%
Demographic assumptions:
- mortality:
- disability:
- retirement age:
ISTAT 2000
INPS tables by age and sex
Mandatory state pension retirement age
b) provisions for the three-year incentive plan for senior management, The provision increased by €630
thousand from €966 thousand at 31 December 2005 to €1,596 thousand at 31 December 2006 due to
new provisioning during the year. The balance is entirely recognised as a current liability due to the fact
that the achievement of targets will be verified and bonuses paid in 2007.
314
OTHER PROVISIONS (current portion)
€411 thousand (€12,161 thousand)
This item relates to tax provisions of €411 thousand at 31 December 2006 regarding a tax demand notified
to the Company by the Monte dei Paschi di Siena Tax Collection Agency, following a court order to the
Company with respect to the ascertainment of prior period costs for 1990 IRPEG/ILOR in an inspection
made by the Tax Police, concluded in October 1992.
In 2006, €11,750 thousand of provisions for disputes with the tax authorities were used in connection with
1997 and 1998 assessments made on the Company in 2003. Details of the disputed amounts, which total
€608 million in additional taxes, fines and interest, have been provided in the past financial statements, to
which reference should be made.
In response, the Company made a proposal to the Tax Office based on a settlement via conciliation which
was concluded in 2006, following a complex process that began in 2004. This was accompanied by a
request for protection, asking for annulment of the tax assessments, and an appeal brought under art. 19 of
Legislative Decree 546/1992 before the Provincial Tax Tribunal of Rome.
Having obtained favourable opinions from both the Attorney General’s Office and the Regional Head Office,
the relevant department of the Tax Office made a formal proposal to the Company in July 2006, regarding a
conciliation agreement pursuant to art. 48 of Legislative Decree 546/1992. The proposal contained details of
the claims that the Office was prepared to drop and those it intended to pursue, together with the relevant
technical explanations.
After assessing all aspects of the proposed conciliation agreement, the Directors of the Company resolved to
agree to the conciliation agreement as proposed by the Tax Office. The signed agreement was then filed
with the Secretariat of the Provincial Tax Tribunal of Rome.
The agreement envisages that the tax authorities will drop the most significant claim, regarding the failure to
report taxable extraordinary income of €513.5 million, assuming a cause-and-effect relationship between the
settlement of disputed amounts claimed by the Company from ANAS and extension of the concession term.
The Attorney General’s Office has, in fact, acknowledged that renewal of the motorway concession must be
linked to the direct implementation of legislation (art. 14 of Law 359/92) and not to the “waiver” of amounts
claimed from ANAS, constituting a form of payment by Autostrade.
On the other hand, the conciliation agreement upholds the claim relating to the deduction from taxable
income of an impairment loss of €15.8 million on receivables due from ANAS to recover costs incurred for
the Voltri-Rivarolo link road, with the application of tax of €8.4 million, in view of the peculiar nature of the
item, given that it was the only receivable written off following renewal of the concession, and that it had
been considered sufficiently certain in nature by the Company to be recognised in the financial statements.
The Tax Office has, however, offered to omit the relevant fines, in application of art. 6 of Legislative Decree
472/1997, taking account of the undeniable complexity of this particular aspect and the evident uncertainties
regarding implementation of the related tax regulations.
Finally, the conciliation agreement also upholds the claim relating to improvement costs in excess of
provisions established pursuant to art. 73, paragraph II of the Consolidated Income Tax Act, with the
possibility of offsetting taxes due for 1997 against rebates payable for 1998, given the excess amount of tax
paid for that year, with the application of a final tax of €9.6 million. This amount is directly linked to the
cancellation of ILOR and the introduction of IRAP in 1998. The Tax Office believes that the costs in question
should be deducted over at least two financial years. As a result, the agreement envisages abandonment of
a similar claim for 1998. The application of fines in relation to this claim had been excluded from the issue of
the assessment, in view of the uncertainty surrounding application of the regulations.
The conciliation agreement represents a single proposal for the resolution of all the disputed claims. Given
that the agreement substantially equates to a settlement, there is no requirement for an admission of liability
in respect of the tax authorities’ claims.
At the hearing, the Provincial Tax Tribunal reversed the decision relating to 1997 in recognition of the out-ofcourt settlement, and dismissed the claim relating to 1998 due to a lack of substance.
On 5 December 2006, Autostrade paid the amount determined in the conciliation agreement plus accrued
interest pursuant to art. 20 of Presidential Decree 602/1973 and Ministry Circular 97/1994.
The full cost of the dispute was, consequently, €25.5 million, of which €11.8 million was provisioned in prior
years and €13.7 million recognised in the income statement for 2006 (a €6.2 million tax charge and €7.5
million in interest).
As explained in detail in the management report on operations, contingent liabilities, other than those for
which provisions have been made, include a declaratory action brought by ANAS SpA before the Civil Court
of Rome, which subsequently issued a subpoena to Autostrade SpA and Autostrade per l’Italia SpA on 9
December 2006. ANAS SpA has petitioned the court to rule on a breach of undertakings given by Autostrade
315
SpA and Autostrade per l’Italia SpA and to order the companies to promptly carry out works in accordance
with the projections in the financial plan.
In particular, the subpoena - of which the Ministry of Infrastructure, the Ministry of the Economy and Finance
and the Interministerial Economic Planning Committee were also notified – claims the following:
•
the delay in executing the works amounts to €1,959.9 million at 31 December 2005;
•
Autostrade per l’Italia SpA has refused to post the benefits deriving from the delayed execution of
investments to its accounts, as previously requested by ANAS SpA.
As a result of these breaches, ANAS has petitioned the Court to:
•
•
•
•
•
rule on whether or not Autostrade per l’Italia SpA and Autostrade SpA are in breach of their obligation to
promptly carry out investments in accordance with the provisions of the agreement and the financial
plan;
consequently order the companies to jointly and severally meet the obligations of which they are in
breach;
rule on whether or not the defendant companies have breached the “obligation to commit financial
resources corresponding to the amount of projected and incomplete investments shown by evidence,
subject, however, to a minimum of €1,959.9 million and the obligation to provision and/or commit amount
equal to the concessionaires’ financial benefits as a consequence of the fact that the investments were
not made […] which shall in no case be less than €49 million”;
order the defendant companies to jointly and severally pay compensation for the damages caused to
ANAS SpA as a result of the breaches;
ascertain – expressly without prejudice to expanding and amending the petition including a motion to
order the direct refund of toll increases made in prior years and to object to citing art. 1460 of the Italian
Civil Code to excuse performance due to the suspension of the annual revision of tolls for 2007” - that
Autostrade per l’Italia and Autostrade as a result of their breach “...do not have full rights to the
contractually determined consideration and, moreover, have no right to increase tolls for 2007”;
On 27 March 2007 Autostrade SpA and Autostrade per l’Italia SpA filed their statement of defence in
response to the above subpoena. Procedurally, their defence is based on the nullity of the subpoena on the
grounds of the imprecise nature of the claim.
With respect to the facts, Autostrade per l’Italia SpA and Autostrade SpA have based their defence on the
following arguments:
•
•
•
•
•
Autostrade per l’Italia gave an undertaking, on the basis of the Agreement executed with ANAS, to carry
out the planned works, but gave no undertaking with regard to the timing and cost of the works. The time
frame indicated in the financial plan appended to the agreement is not, therefore, binding, but merely
constitutes a forecast. The company’s position is backed up by the earlier opinions of two well-known
legal experts (Prof. Guarino and Prof. Cassese). It is, on the other hand, sufficient to consider that the
time it takes to carry out works is closely linked to completion of the related approval procedures, which
are lengthy and complicated, involving a large number of entities and bodies over whom the
concessionaire has no influence;
in any case, Autostrade per l’Italia SpA may not be held responsible for the reported delays. Indeed, the
company has made every effort to remove the obstacles – occurring primarily during the authorisation
phase for each project –¬ which have hindered completion of the works;
the fact that Autostrade per l’Italia SpA is not responsible for the delays has already been recognised by
ANAS SpA itself on several occasions;
linking the right to increase tolls in 2007 to delays in carrying out investments is without substance, aside
from the fact that Autostrade per l’Italia SpA is not responsible for such delays, as there is no correlation
whatsoever between the stage of completion of such works and ordinary increases in tolls. Moreover,
the delays, rather than benefiting Autostrade per l’Italia SpA, have resulted in significant cost increases;
the delays in carrying out the works do not constitute a case of force majeure, which under the terms of
the agreement would justify a request by ANAS SpA for a revision of the financial plan.
The parties are to attend an initial hearing on 18 April 2007.
Notwithstanding the obligation of the concessionaires to complete the works, the petition to commit and/or
provision financial resources for the projected and incomplete works, and the consequent financial benefits,
have no bearing on any contractual obligation in that respect. Due to the delays, which, as conceded by
316
ANAS, moreover, were not caused by the concessionaire, performance of the works, in accordance with the
Agreement of 1997, will result in an increase in costs to be fully borne by the concessionaire.
Based on the above considerations, which are also echoed in the legal opinions of authoritative experts in
the field, it was deemed unnecessary to allocate any related provisions in the companies’ financial
statements.
Further information on significant corporate, regulatory and legal aspects are contained in Note 38.
The following table shows provisions at the beginning and end of the year and movements during 2006,
showing non-current and current portions.
317
318
16. Financial liabilities
€7,518,019 thousand (€7,437,058 thousand)
As stated in Note 3, “Accounting policies”, financial liabilities are initially recognised at cost, represented by
the fair value of the liability less directly attributable transaction costs.
After initial recognition, financial liabilities are measured at amortised cost using the effective interest
method.
The following two tables show medium/long-term financial liabilities at year end.
The first compares medium/long-term financial liabilities at 31 December 2006 with those at 31 December
2005 and classifies them by maturity (current and non-current portions).
The second compares aggregate carrying amounts (current and non-current portions) of medium/long-term
financial liabilities, face value and fair value at 31 December 2006. The second table also summarises the
conditions applied to each financial liability.
The fair value of bond issues was measured on the basis of closing market prices, whilst the fair value of
other financial liabilities was measured by discounting expected future cash flows, using the year-end yield
curve.
Further information regarding the Company’s exposure to financial risks and policies regarding the hedging
of those risks are contained in Note 35 "Financial risk management".
MEDIUM/LONG-TERM FINANCIAL LIABILITIES AND MATURITIES
31 Dec 2005
(€000)
Toal financial
liabilities
Non-current maturities at 31 Dec. 2006
31 Dec 2006
Current portion
Non-current portion
Total financial
liabilities
Current portion
Non-current portion
maturing between maturing after 60
13 and 60 months
months
Bond issues
Bond 2004-2011
Bond 2004-2014
Bond 2004-2022 (GBP)
Bond 2004-2024
1,989,933
2,708,018
728,888
988,524
Total bonds
6,415,362
-
-
1,989,933
2,708,018
728,888
988,524
1,991,765
2,712,106
743,908
988,884
6,415,362
6,436,663
800,000
-
800,000
200,000
-
-
1,991,765
2,712,106
743,908
988,884
1,991,765
-
2,712,106
743,908
988,884
6,436,663
1,991,765
4,444,898
800,000
200,000
160,000
33,733
640,000
166,267
Medium/long-term borrowings
Bank borrowings
Term Loan Facility
EIB 2006
800,000
-
Total bank borrowings
Total medium/long-term borrowings
-
800,000
-
800,000
1,000,000
-
1,000,000
193,733
806,267
800,000
-
800,000
1,000,000
-
1,000,000
193,733
806,267
81,356
12,395
68,961
7,518,019
2,197,893
5,320,126
Non-current derivative financial instruments payable
221,696
-
221,696
81,356
Accrued expenses
167,161
167,161
-
169,996
7,604,219
167,161
7,437,058
7,688,015
Total
-
169,996
169,996
MEDIUM/LONG-TERM FINANCIAL LIABILITIES AND THE PRINCIPAL RELATED CONDITIONS
Carrying amount Carrying amount Face value at 31
Dec 2006 (1)
at 31 Dec 2005 (1) at 31 Dec 2006 (1)
(€000)
Fair value at 31
Dec 2006
Interest rate
Note
Spread
Maturity
Bond issues
Bond 2004-2011
Bond 2004-2014
Bond 2004-2022 (GBP)
Bond 2004-2024
Total bonds
(A)
1,989,933
2,708,018
728,888
988,526
1,991,765
2,712,106
743,908
988,884
2,000,000
2,750,000
744,602
1,000,000
2,009,600
2,808,850
787,350
1,106,100
6,415,364
6,436,663
6,494,602
6,711,900
800,000
800,000
800,000
200,000
1,000,000
800,000
200,000
1,000,000
813,277
204,174
1,017,451
800,000
1,000,000
1,000,000
1,017,451
7,215,364
7,436,663
7,494,602
7,729,351
81,356
81,356
3M Euribor
5.000%
5.993%
5.875%
(2) (7)
-3
(4) (7)
-5
0.45%
9 June 2011
9 June 2014
9 June 2022
9 June 2024
6M Euribor
4.276%
(6) (7)
0.30%
30 June 2015
15 Mar 2021
Medium/long-term borrowings
Bank borrowings
Term Loan Facility
EIB 2006
Total bank borrowings
Total medium/long-term borrowings
Medium/long-term borrowings
(B)
(C)=(A)+(B)
Non-current derivative financial instruments payable
(D)
221,696
81,356
Accrued expenses on medium/long-term borrowings
and other medium/long-term liabilities
(E)
167,161
169,996
Total medium/long-term financial liabilities
(C)+(D)+(E)
7,604,221
7,688,015
(1) The value of medium/long-term financial liabilities shown in the table include both the non-current and current portions.
(2) The effective interest rate has been calculated as 4.68% taking the amortisation of loan fees and hedging into account.
(3) The effective interest rate has been calculated as 5.15% taking the amortisation of loan fees into account.
(4) The effective interest rate has been calculated as 6% taking the amortisation of loan fees and hedging into account.
(5) The effective interest rate has been calculated as 5.91% taking the amortisation of loan fees into account.
(6) The effective interest rate has been calculated as 4.42% taking the effect of hedges into account.
(7) Includes interest rate hedges based on a notional amount of €3,590 million at 31 December 2006.
319
7,810,707
BOND ISSUES
€6,436,663 thousand (€6,415,363 thousand)
The Company issued bonds in 2004 as part of its €10 billion Medium Term Note (MTN) Programme.
The outstanding debt at 31 December 2006, amounting to €6,326.715 thousand (€6,436,663 thousand at 31
December 2005), consists of four tranches issued on 9 June 2004, with a par value of €6.5 billion, as
follows:
a) the first: par value €2,000,000 thousand, coupon interest at 3-month Euribor + 0.45%, issue price
€99.806 and maturing 9 June 2011; the carrying amount of this tranche is €1,959,765 thousand following
adoption of the amortised cost method;
b) the second: par value €2,750,000 thousand, coupon interest 5.0%, issue price €99.178 and maturing 9
June 2014; the carrying amount of this tranche is €2,712,106 thousand following adoption of the
amortised cost method;
c) the third: par value GBP500,000 thousand (equal to €744,602 thousand at the exchange rate of 31
December 2006), coupon interest 6.25%, issue price €99.752 and maturing 9 June 2022; the carrying
amount of this tranche is €743,908 thousand following adoption of the amortised cost method;
d) the fourth: par value €1,000,000 thousand, coupon interest 5.875%, issue price €99.965 and maturing 9
June 2024; the carrying amount of this tranche is €968,884 thousand following adoption of the amortised
cost method.
The Company has hedged tranches a) and c) with Interest Rate Swaps (IRS) and Cross Currency Swaps
(CCS), with a view to hedging exposure to interest rate risk in the case of a) and to interest rate and foreign
exchange risks in the case of c). These instruments are classified under IAS 39 as cash flow hedges. The
fair value of these instruments at 31 December 2006 is included in “Derivative financial instruments” in noncurrent financial liabilities.
MEDIUM/LONG-TERM BORROWINGS
€1,000,000 thousand (€800,000 thousand)
These borrowings, which were detailed in the above table relate to:
a) €800,000 thousand under a Senior Secured Long Term Facility (the “Term Loan Facility”) signed by the
Company on 1 June 2004, with the subsequent renegotiation of certain terms and conditions in October
2005; this loan is guaranteed by Autostrade per l’Italia.
The banks providing the loan are Mediobanca, Unicredit Banca Mobiliare, Bayerische Landesbank and
Calyon. The maturity date is 30 June 2015 and the average residual term to maturity of the loan is 7.5
years; the annual spread, based on the current rating, is 0.30%.
The Company has entered into Interest Rate Swaps (IRS) in order to hedge the related interest rate risk.
These instruments are classified under IAS 39 as cash flow hedges and the fair value at 31 December
2006 is included in “Derivative financial instruments” in non-current financial assets and “Derivative
financial instruments” in non-current financial liabilities.
The Term Loan Facility Agreement imposes certain covenants on the Company and with which the
Company has, at 31 December 2006, always been in compliance.
In particular, the ratios of Funds from Operations (FFO) to net financial expenses and FFO to net
financial indebtedness and ASPA’s equity must remain within a certain range. The variables used for the
calculation of the ratios are specifically defined in the agreement;
b) €200,000 thousand relating to a new loan disbursed by the European Investment Bank (EIB) on 5 July
2006. The terms and conditions of the loan are shown in the above table which summarises the main
conditions of medium/long-term financial liabilities.
The funds received have been used to refinance a new loan to Autostrade per l'Italia, as described in
Note 7.
DERIVATIVE FINANCIAL INSTRUMENTS
€81,356 thousand (€221,695 thousand)
The above amount represents the fair value of certain derivative financial instruments, held by the Company
as liabilities at 31 December 2006. Specifically:
320
a) €14,617 due to related parties consisting of interest rate (IRS) and cross currency (CCIRS) swaps for the
purpose of hedging changes in interest rates regarding, on the one assets, and, on the other,
medium/long-term financial liabilities. €10,889 thousand of that amount relates to Autostrade per l’Italia
and €3,728 to derivative contracts entered into with the UniCredito Group.
b) €66,739 thousand relates to derivative contracts entered into with other financial institutions for the
purpose of hedging interest and exchange rate risks associated with medium/long-term financial
liabilities.
The decrease of €140,339 thousand compared to 31 December 2005, resulting from the rise in interest rates
during the year, has been accounted for in equity, net of the related tax effect, in line with the treatment of
cash flow hedges required by IAS 39.
A detailed description of derivative contracts outstanding at the balance sheet date is contained in Note 36
"Ffinancial risk management".
17. Deferred tax liabilities
€34,692 thousand (€89,698 thousand)
At 31 December 2006, deferred tax liabilities were €34,692 thousand, which was €55,006 thousand less
than the previous year.
Deferred tax liabilities are primarily measured with reference to the fair value of financial derivative
instruments used for hedging that were primarily written by Autostrade per l'Italia.
CURRENT LIABILITIES
18. Trading liabilities
TRADE PAYABLES
€305,295 thousand (€309,556 thousand)
€9,427 thousand (€11,158 thousand)
€580,325 thousand (€11,158 thousand)
The item consists of payables to suppliers of €8,475 thousand (€10,196 at 31 December 2005), primarily
relating to professional services received in connection with international activities and trade related amounts
payable to subsidiaries, principally Autostrade per l’Italia, amounting to €950 thousand (€956 thousand at 31
December 2005).
19. Financial liabilities
OVERDRAFTS
€284,932 thousand (€280,580 thousand)
€951 thousand (€1 thousand)
This item regards current account overdrafts with banks.
INTERCOMPANY PAYABLES
€113,756 thousand (€113,299 thousand)
This item includes financial liabilities payable to related parties primarily in connection with temporary
deposits of excess cash by subsidiaries made in connection with the centralised Group treasury services
321
operated by the Company, and subject to market conditions. The largest deposits are from Spea (€23,344
thousand), Raccordo Autostradale Valle d’Aosta (€21,613 thousand) and EsseDiEsse (€14,991 thousand).
CURRENT PORTION OF MEDIUM/LONG-TERM BORROWINGS
thousand)
€169,995 thousand (€167,161
This item includes accrued expenses relating to medium/long-term financial liabilities described in Note 16.
The amount includes:
a) accrued expenses on bond issues, totalling €140,959 thousand (€139,380 thousand at 31 December
2005);
b) accrued expenses on cash flow hedges, totalling €29,127 thousand (€27,717 thousand at 31 December
2005).
c) amounts due and accrued expenses on bank borrowings, totalling €2,770 thousand (€0 thousand at 31
December 2005);
As shown in the table in Note 16, there are no medium/long-term liabilities are scheduled to mature in 2007.
OTHER FINANCIAL LIABILITIES
€230 thousand (€119 thousand)
This item primarily consists of dividends not yet paid to shareholders.
20. Other current liabilities
€8,549 thousand (€5,331 thousand)
This amount principally includes sundry withholding tax payables and VAT of €3,476 payable, amounts owed
to social security institutions of €1,778 thousand and other accounts payable of €2,664 thousand, primarily
relating to accrued employee benefits that have not yet been disbursed.
322
NOTES TO THE INCOME STATEMENT
Amounts in brackets relate to 2005.
REVENUE
€12,633 thousand (€4,339 thousand)
21. REVENUE
€12,633 thousand (€4,339 thousand)
Operating income essentially includes revenues from related parties (€11,309 thousand) for administrative
and financial services and internal audits, as well as costs reimbursed by subsidiaries. The increase of
€8,294 thousand compared to 2005 primarily relates to services provided following the lease of Autostrade
per l'Italia’s “Administration and Finance Department” from 1 November 2005 (€4,557 thousand), and
reimbursements of €2,097 thousand from Group companies.
COSTS
€73,875 thousand (€28,504 thousand)
22. Raw and consumable materials
€101 thousand (€66 thousand)
This item essentially regards the cost of office supplies.
23. Service costs
€35,710 thousand (€16,915 thousand)
The above table shows a breakdown of service costs for the year:
The increase in professional services was closely related to advisory costs and professional fees in
connection with the planned merger with Abertis.
Service costs include €1,044 thousand paid to related parties for administrative services provided by the
subsidiary, EsseDiEsse, and for sundry services provided by other Group companies.
24. Profit/(Loss) on disposal of components of property, plant and equipment
The amount for 2005 related to profits on sales to other Group companies.
323
0 (€197 thousand)
25. Net staff costs
STAFF COSTS
€25,405 thousand (€7,623 thousand)
€25,405 thousand (€7,623 thousand)
The increase of €17,782 compared to 2005 was due to costs of €12,921 thousand incurred for directors,
which includes the charge deriving from the agreed termination of the contract of the previous CEO.
Moreover, the increase in staff costs is a reflection of the increase in the average number of employees
following the previously mentioned lease of a division.
The average number of employees by category is as follows:
26. Other operating costs
€11,806 thousand (€3,245 thousand)
LEASE EXPENSE €1,294 thousand (€232 thousand)
This item includes €892 thousand for leasing the “Administration and Finance Department” from Autostrade
per l’Italia SpA, as mentioned above, and rentals and incidental expenses of €398 thousand.
OTHER OPERATING COSTS
€10,512 thousand (€3,013 thousand)
This item primarily consists of:
a) indirect taxes of €7,795, primarily with respect to VAT credits (€7,756 thousand) which, as a result of the
impact of financial income exempt from this tax, are not recoverable and were therefore expensed during
the year. This amount is €5,652 thousand more than 2005, predominantly due to unrecoverable VAT
credits relating to the above advisory and professional services.
b) Grants and donations of €1,1710 thousand, including €1,250 thousand given during the year to political
parties and movements pursuant to Law 195/1974;
c) refunds and other charges of €642 thousand.
324
FINANCIAL INCOME/(EXPENSES)
27. Income from financial assets
FINANCIAL INCOME
€283,797 thousand (€229,096 thousand)
€748,795 thousand (€710,843 thousand)
€469,340 thousand (€495,215 thousand)
This item consists of:
a) financial income from related parties of €418,735 thousand, primarily regarding:
-
-
-
income from related parties of €347,119 thousand (€317,737 at 31 December 2005) on non-current
assets, relating to accrued interest on medium/long-term loans granted to the subsidiary, Autostrade
per l’Italia;
differentials on derivative financial instruments obtained by the Company to hedge interest rate risk
on intercompany loans granted to the subsidiary, Autostrade per l'Italia, and totaling €62,989
(€86,426 thousand in 2005);
accrued interest income of €7,073 on current account balances held with subsidiaries;
guarantee fees and other items, amounting to €1,506 thousand, relating to other Group companies.
b) financial income from external parties of €50,605 thousand, primarily regarding:
-
-
income from derivative financial instruments of €46,147 thousand (€75,362 thousand at 31
December 2005) in the form of differentials on derivative contracts obtained from credit institutions to
hedge the interest and exchange rate risk associated with medium/long-term financial liabilities;
other financial income of €4,458 thousand (€186 thousand in 2005) relating to accrued interest
income on cash on deposit at banks and income from the discounting of medium/long-term loans.
REVALUATIONS OF FINANCIAL ASSETS
0 (€1,584 thousand)
The amount last year related to the reversal of impairment losses on Sitech SpA with respect to the
expected realisable value deriving from the company’s liquidation.
DIVIDENDS FROM INVESTMENTS
€279,455 thousand (€214,044 thousand)
This amount includes dividends distributed in 2006 by Autostrade per l'Italia (€275,575 thousand), TowerCo
(€2,010 thousand), Autostrade Participations (€1,330 thousand), Autostrade International (€239 thousand),
Infoblu (€230 thousand) and Emittente Titoli (€71 thousand).
28. Net financial expenses
FINANCIAL EXPENSES
€-465,746 thousand (€-481,740 thousand)
-€465,746 thousand (-€481,740 thousand)
This item consists of:
a) financial expenses paid to related parties, totalling €40,671 thousand. These primarily regard:
-
-
differentials on derivative financial instruments obtained by the Company to hedge interest rate risk
on intercompany loans granted to the subsidiary, Autostrade per l'Italia, amounting to €12,303
thousand (€8,126 thousand in 2005), and on derivative financial instruments wntered into with the
UniCredito Group to hedge interest rate risk associated with medium/long-term financial liabilities,
totaling 7,523 thousand (€12,202 thousand in 2005);
fees of €10,950 thousand paid for guarantees issued by the subsidiary, Autostrade per l'Italia, for
medium/long-term borrowings;
interest paid of €3,078 thousand on current account balances held with subsidiaries;
interest of €6,817 thousand paid on medium/long-term borrowings from the UniCredito Group
(€5,849 thousand in 2005).
b) financial expenses paid to external parties of €425,075 thousand, primarily regarding:
325
-
-
-
expenses on derivative financial instruments, totalling €73,837 thousand (€75,362 thousand in
2005), in the form of differentials on derivative contracts obtained from credit institutions to hedge
the interest and exchange rate risk associated with medium/long-term financial liabilities. In order to
provide a complete overview of the financial impact of the instruments hedging the risks on bonds
issued and medium/long-term bank borrowings, it should be noted that financial income generated
by differentials on the same transactions amounts to €46,195 thousand. This results in a net
expense of €35,166 thousand;
interest and fees payable, totalling €351,127 thousand (€319,453 thousand in 2005), essentially
regarding accrued interest of €328,800 thousand in 2006 (€312,614 in 2005) on bonds and noncurrent borrowings, amounting to €342,806 thousand at 31 December 2006, and other financial
expenses of €8,231 thousand relating to interest paid to the Tax Office following the settlement of
the dispute described in Note 15;
actuarial losses, totalling €111 thousand, essentially relating to the valuation of staff termination
benefits, as described above.
29. Foreign exchange gains/(losses)
€748 thousand (- €7 thousand)
This item includes the effects deriving from the derivative financial instruments entered into to hedge the
foreign exchange risk on bonds issued in sterling.
The balance consists of:
-
foreign exchange gains of €15,748 thousand, including €14,997 thousand generated by translation of
bonds issued in sterling at closing exchange rates and €751 thousand by realised gains;
foreign exchange losses of €15,000 thousand, including €14,997 thousand generated by measurement
of the hedging derivatives that enable the Company to hedge movements in the euro-sterling exchange
rate on bonds issued in sterling, and €5 thousand by realised losses.
30. Taxation
€11,626 thousand (€2,866 thousand)
The following tables show a breakdown of the total amount and a reconciliation of expected IRES payable
and the actual amount recognised in the financial statements. The Company has not recognised a charge for
IRAP due to the fact that the relevant taxable income is negative.
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CURRENT INCOME TAX
€29,680 thousand (€14,229 thousand)
Current income tax was determined with reference to the IRES rate in effect, which was also applied to
deductions from taxable income, consisting primarily of dividends received from investments and nondeductible expenses incurred during the year.
Following the transfer of the above IRES tax loss for 2006 (amounting to €89,942 thousand) to the parent,
Schemaventotto SpA, under the Consolidated Tax Scheme, the Company has recognised income with
respect to the immediate recovery of a tax credit of €29,680 thousand, matched by a corresponding
receivable due from the parent.
DIFFERENCES ON CURRENT INCOME TAX FOR PREVIOUS YEARS
thousand)
-€6,390 thousand (€688
This item shows a negative balance of €6,390 thousand at 31 December. It essentially relates to additional
provisions of €6,241 thousand for tax disputes at 31 December 2005, following the agreement reached with
the Tax Office in July 2006 at the end of the conciliation process that began in 2004. For further details,
reference should be made to Note 18 “Provisions”.
DEFERRED TAX INCOME/(EXPENSES)
€-11,664 thousand (€-12,051 thousand)
This item is a net amount consisting of the following:
- reversals of deferred tax assets, totalling €11,971 thousand, recognised in previous years primarily in
connection with impairment losses on investments allowable against income over several years, net of
new deferred tax assets recognised during the year, totalling €329 thousand.
- net deferred tax provisioning of €19 thousand and other movements of €3 thousand.
31. Profit/(loss) from discontinued operations/assets held for sale
- (€112,975 thousand)
The amount for 2005 related to profits of €112,975 thousand, primarily relating to the gain on the disposal of
the investment in the Austrian subsidiary, Europpass.
32. PROFIT FOR THE PERIOD
€234,182 thousand (€320,772 thousand)
Profit for the period of €234,182 thousand is €86,590 thousand less than the €320,772 thousand of 2005,
which, however, included the above gains on the disposal of the investment in Europpass.
The following tables shows basic earnings per share. Due to the absence of options or convertible bonds in
both periods, diluted earnings per share coincides with the figure for basic earnings per share.
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(€)
2006
2005
Basic earnings per share
of which:
continuing operations
discontinued operations/assets held for sale
0.41
0.56
0.41
0.00
0.36
0.20
Diluted earnings per share
of which:
continuing operations
discontinued operations/assets held for sale
0.41
0.56
0.41
0.00
0.36
0.20
33. NOTES TO THE CASH FLOW STATEMENT
Cash flow in 2006 is analysed below and shown in the cash flow statement included in the “Financial
statements.
During 2006 cash and cash equivalents recorded a net decrease of €130.1 million, compared with an
increase of €10.9 million in 2005.
Cash generated from operating activities amounted to €255.9 million (€235.8 million in 2005). The increase in
2006 derives essentially from an improved profit from continuing operations, essentially reflecting an increase
in dividends received from subsidiaries.
Cash used in investing activities, totalling €267.9 million, includes €65.1 million relating to investments
(Autostrade Sud America and Stalexport) and €202.9 million to the increase in current and non-current
financial assets, deriving essentially from the loan of €200.0 million granted to the subsidiary, Autostrade per
l'Italia.
The positive cash flow from investing activities in 2005 (€199.4 million) essentially regarded the sale of the
investment in Europpass for a price of €201.5 million.
Cash used in financing activities totals €118.1 million (€424.3 million at 31 December 2005), primarily
reflecting the following components:
a) the payment of dividends of €327.2 million, including the interim dividend of €150.1 million for 2006;
b) assumption of a new medium/long-term loan from the EIB, totalling €200.0 million.
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34. NOTES TO THE ANALYSIS OF NET FUNDS
An analysis of the Company’s net funds is shown below.
At 31 December 2006 the Company’s “Net funds” amount to €206.7 million (€384.5 at 31 December 2005).
“Net non-current funds”, amounting to €87.7 million (€136.0 million at 31 December 2005), consist of:
a) four bond issues, totalling €6,436.7 million, less transaction costs, in application of the amortised cost
method;
b) medium/long-term borrowings amounting to €1,000.0 million and regarding a “Term Loan Facility” of
€800.0 million and a European Investment Bank (EIB) loan of €200.0 million, disbursed on 5 July 2006;
c) a decrease in the fair value of derivative financial instruments qualifying as interest rate and foreign
exchange hedges, totalling €81.4 million and representing a reduction of €140.3 million compared with 31
December 2005 (€221.7 million);
d) non-current financial assets, totalling €7,605.8 million (€7,573.1 million at 31 December 2005), which
essentially include medium/long-term loans to Autostrade per l’Italia (€7,500.0 million) and an increase in the
fair value of derivative financial instruments (€102.9 million).
At 31 December 2006 “Net current funds” amount to €119.0 million (€248,5 million at 31 December 2005).
The balance consists of:
a) current financial liabilities of €284.9 million (€280.6 million at 31 December 2005), which primarily include
accrued financial expenses on medium/long-term borrowings, totalling €170.0 million, and overdrafts on
intercompany current accounts, amounting to €113.8 million;
b) cash and cash equivalents, totalling €228.1 million (€356.8 million at 31 December 2005), primarily
regarding credit balances on intercompany current accounts (of which €141.2 million due from Autostrade per
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l’Italia);
c) other current financial assets of €175.8 million (€172.3 million at 31 December 2005), which primarily
include accrued income on intercompany medium/long-term loans, totalling €127.4 million, and accrued
income on derivative financial instruments, amounting to €47.0 million.
The Company’s ordinary operating and financial activities expose it to market risks, primarily regarding
interest rate and foreign exchange risks linked to loans disbursed and borrowings obtained.
Autostrade’s financial risk management strategy complies and is consistent with the business goals set by
the Parent Company’s Board of Directors in the various strategic plans approved. The strategy aims to both
manage and control such risks, wherever possible eliminating interest rate and foreign exchange risks and
minimising borrowings costs, whilst taking account of stakeholders’ interests, as defined in the Hedging
Policy document approved by the Board of Directors.
All Autostrade’s derivative transactions are classified as cash flow hedges. Any change in the cash flows
generated by the underlying transaction is balanced by a corresponding change in the cash flows deriving
from the derivative instrument.
The fair value of these instruments is based on expected discounted cash flows, using the market interest
rate curve at the measurement date. Amounts in foreign currencies other than the euro are translated at
closing exchange rates communicated by the European Central Bank.
Finally, the medium/long-term loans granted to the subsidiary, Autostrade per l’Italia, are granted on the same
terms as apply to the Company’s borrowings in the market. This arm’s-length approach also applies to
intercompany hedges designed to eliminate interest rate risks.
The average term to maturity of the Company’s debt is approximately 10 years. The average term to
maturity of debt subject to interest rate and foreign exchange hedges is around 7 years. As regards types of
interest rates, 98% of the Company’s debt, taking account of interest rate and foreign exchange hedges, is
fixed rate, whilst the remaining 2% is floating rate.
OTHER INFORMATION
35. FINANCIAL RISK MANAGEMENT
Objectives and policies with respect to financial risk management
As part of the normal course of business, the Company is exposed to market risks, principally with respect to
the effect of interest and foreign exchange rates on financial assets and liabilities.
The Company’s financial risk management strategy complies and is consistent with the business goals set
by the Board of Directors in the various strategic plans approved. The strategy aims to both manage and
control such risks, wherever possible eliminating interest rate and foreign exchange risks and minimising
borrowings costs, whilst taking account of the stakeholders’ interests.
Management of these risks is based on prudence and best market practice, as defined in the Hedging Policy
document approved by the Board of Directors.
The main objectives set out in the related policy are as follows:
a) to protect the scenario forming the basis of the strategic plan from the effect of exposure to foreign
exchange, interest rate and inflation risks, identifying the best combination of fixed and floating rates,
including the inflation component;
b) to pursue a potential reduction of borrowing costs within the risk limits assigned by the Board of
Directors;
c) to manage derivative financial instruments taking account of their potential impact on the results of
operations and financial position in relation to their classification and presentation.
All derivative transactions are classified as cash flow hedges. Any change in the cash flows generated by the
underlying transaction is balanced by a corresponding change in the cash flows deriving from the derivative
instrument.
The fair value of these instruments is based on expected discounted cash flows, using the market yield
curve at the measurement date. Amounts in foreign currencies other than the euro are translated at closing
exchange rates communicated by the European Central Bank.
Finally, medium/long-term loans disbursed to the subsidiary, Autostrade per l’Italia, were parallel to the
transactions conducted by the Company on the market, including those relating to hedging transactions
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entered into in order to eliminate interest and exchange rate risk. At 31 December 2006, loans outstanding to
Autostrade per l’Italia amounted to €7,500,000 thousand with risks (interest and exchange rate) matched to
financial liabilities consisting of outstanding bonds of €6,436,663 thousand and medium/long-term
borrowings of €1,000,000 thousand. Those exposures to interest rate and foreign exchange risks were
hedged with external parties via contracts of a notional value of €3,590,000 thousand, as well as with
Autostrade per l’Italia as shown in the following table.
The average term to maturity of Group debt is approximately 10 years. The average term to maturity of debt
subject to interest rate hedges is around 7 years. 98% of financial indebtedness, including interest rate
hedges, is fixed rate, whilst the remaining 2% is floating rate.
The monitoring performed by the finance function and the finance committee is, moreover, intended to
assess, on a continuing basis, counterparty creditworthiness and the degree of risk concentration
Interest rate risk
In order to reduce the exposure of borrowings and financial assets to interest rate risk, the Group has
entered into Interest Rate Swaps (IRS) with notional principal amounts and terms that are below or equal to
those of the underlying hedged assets and liabilities.
Foreign exchange rate risk
In order to eliminate foreign exchange risk linked to the bonds issued in British pounds sterling, the Group
has entered into Cross Currency Interest Rate Swaps (CCIRS) with notional principal amounts and terms
that are below or equal to those of the underlying hedged liability.
The following table summarises outstanding derivative financial instruments at 31 December 2006, showing
their corresponding market value.
Liquidity risk
Liquidity risk relates to the risk that cash resources may be insufficient to fund the payment of liabilities as
they fall due. The Company believes that its broad based cash generation provides sufficient diversification
of funding sources and the availability of committed and uncommitted lines of credit provides sufficient
alternative sources of finance to meet projected financial needs.
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332
36. GUARANTEES
At 31 December 2006, the Company reports the following outstanding guarantees issued. These include the
following material items.
a)
subsidiaries: a surety of €335.3 million issued to the European Investment Bank on behalf of Autostrade per
l’Italia relating to loans granted to the subsidiary by this bank, and sureties of €1.1 million issued on behalf of
Raccordo Autostradale Valle d’Aosta to the tax authorities, guaranteeing VAT payments offset at Group
level;
b) associates: a surety of €132.0 million issued on behalf of the Chilean company, Autopista do Pacifico, to
guarantee a loan obtained by this company to acquire the Costanera Norte motorway concessionaire,
and the surety issued by the Parent Company in favour of the Chilean motorway concessionaire,
Costanera Norte, guaranteeing bond issues and interest accrued of 9.5 million unidade de fomento,
equal to €266.0 million.
37. RELATED PARTY TRANSACTIONS
Transactions with related parties
This section describes Autostrade SpA’s principal transactions with related parties. Autostrade SpA
manages and coordinates its direct and indirect subsidiaries, as established in its Corporate Governance
Code. All related party transactions are conducted on an arm’s length basis and do not include transactions
of an atypical or unusual nature.
Relations with subsidiaries
The Company operates using both its own staff and the staff acquired along with the “Administration and
Finance Department” leased from Autostrade per l'Italia. In 2006 the rental paid on this lease was €892
thousand.
Following the lease of the above business unit, Autostrade provides administrative, tax and financial services
to Autostrade per l’Italia and its other subsidiaries.
In addition, Autostrade’s Internal Auditing department carries out internal auditing for other Group companies
and monitors, checks and upgrades their management and control models with reference to the
requirements of Legislative Decree 231/2001.
A centralised treasury management system for the Group has been up and running since 1 November 2005.
Autostrade is thus a party to current account transactions with subsidiaries, which are conducted on an
arm’s length basis. At 31 December 2006 Autostrade reports credit balances on intercompany current
accounts of €220.2 million and debit balances on intercompany current accounts of €113.8 million.
Finally, at 31 December 2006 Autostrade has granted medium/long-term loans totalling €7,500 million to
Autostrade per l’Italia on the same terms as those applied to Autostrade’s bank borrowings, increased by a
spread that takes account of the cost of managing the loans. A portion of these loans is hedged against
interest rate risk via specific derivative financial instruments.
Relations with the parent
As in 2005, the most significant relations with the parent, Schemaventotto, derived from participation in the
consolidated tax scheme introduced by Legislative Decree 344/2003.
Current IRES tax assets are thus recognised as a receivable due from Schemaventotto (€44.9 million at 31
December 2006) and governed by the terms and conditions of a specific contract signed by the companies
taking part in the consolidated tax scheme.
Autostrade also leases office space in the property in Via Nibby to the parent, Schemaventotto.
Relations with other related parties
The Company enters into relations with certain shareholders of the parent, Schemaventotto. At 31
December 2006 the Unicredito Group has extended lines of credit totalling approximately €600 million to
Autostrade SpA, of which €207 million has been drawn down. The Company also engages in current
account transactions with Unicredito on the basis of current market rates, and has invested in a number of
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derivative financial instruments in order hedge interest rate risk on bond issues and medium/long-term borrowings.
The following table summarises related party transactions with the related income statement and balance
sheet information for the year ended 31 December 2006 (compared with 2005). As the balance sheet and
income statement show, related party transactions do not have a material impact on financial assets,
operating revenue or financial income.
334
During 2006 key managers, in positions in Autostrade and in other Group companies, received the following
remuneration, non-monetary benefits, bonuses and other incentives: the Chairman (Prof. Gian Maria GrosPietro) a total of €3.6 million, the CEO (Mr. Giovanni Castellucci) a total of €1.1 million, and the previous
CEO (Mr. Vito Gamberale) €12.5 million, including the charge deriving from the agreed termination of his
contract with the Company.
The following table shows the remuneration paid to directors, auditors and general managers for positions
held at Autostrade SpA and other Group companies.
335
336
38.
SIGNIFICANT CORPORATE, REGULATORY AND LEGAL ASPECTS
This Note provides key information about corporate, regulatory and legal developments during 2006 and
early 2007, partly in relation to potential future implications.
Merger of Autostrade SpA with and into Abertis Infraestructuras SA
On 23 April 2006 the Board of Directors of Autostrade SpA unanimously approved the Term Sheet, signed
later that day, setting out the structure and principal terms and conditions of a merger between Autostrade
and Abertis Infraestructuras SA, which envisaged Autostrade’s merger into Abertis.
The transaction aimed to create the world’s number one motorway operator for the construction and
management of road transport infrastructure, with a road system of over 6,700 km, revenues of
approximately €6 billion and a stock market capitalisation of around €25 billion.
The merger formed an integral part of the strategy drawn up by Autostrade in 2003 under the name of the
Mediterranean Project. This called for the implementation of an integrated system of infrastructure and
services in the Mediterranean area.
This business combination was intended to increase the overall capacity of the transportation system in the
Mediterranean area, considering not only domestic trade within the different countries, but also the wider
trans-European and transcontinental context. More specifically, the merger aimed to create a common
infrastructure platform and shared know-how in services and technologies, in order to make the
transportation system serving the Mediterranean part of Europe more competitive, whilst modernising the
systems in the respective countries.
The merger had a business, financial and operational rationale.
From the business point of view, size is the key to achieving growth, given the constant expansion of
markets. So-called “critical mass” is important in the motorway sector due to the capital-intensive nature of
the related investments.
In fact, in other European countries, motorway concessionaires have recently tended to seek business
combinations, in a sector that has witnessed a widespread process of privatisation.
The merger also had a financial rationale. The opening up of markets has, in fact, prompted an upgrading
of the industry’s financial structure, as listed privatised concessionaires compete on the capital markets in
order to raise low-cost funding to finance their growth plans.
The merger was to make it possible to optimise the combined entity’s capital structure, thanks to revenue
growth, an improved outlook for EBITDA and the ability to generate more substantial cash flows.
In addition, the absorbing company would have been able to rely on greater visibility for its shares on equity
markets, thanks to its greater capitalisation and inclusion in the main European stock market indices.
From an operational point of view, the positive synergies between the two groups were to translate into
significant benefits in terms of the fit between the businesses, with the aim of ensuring greater quality and
efficiency of the services provided to customers.
On 2 May 2006 the Board of Directors of Autostrade SpA approved the plan of merger, with only the CEO,
who subsequently resigned, voting against.
The transaction was based on a share exchange ratio of 1.05 new Abertis Class A ordinary shares for each
Autostrade share, subject to payment to Autostrade’s shareholders (who had not exercised their right of
withdrawal) of a special dividend of €3.75 per Autostrade share, via the corresponding use of distributable
extraordinary reserves.
On 30 June the Extraordinary General Meeting of Autostrade SpA’s shareholders approved the plan of
merger, which envisaged the merger of Autostrade SpA with and into Abertis Infraestructuras SA (Abertis)
and the concomitant listing of the shares of Abertis Infraestructuras SA on the Mercato Telematico
Azionario organised and managed by Borsa Italiana SpA.
The combination of the Italian and Spanish leaders in the sector would have contributed to the creation of
the world’s largest motorway operator, the best in its class for the construction and management of
transport infrastructure.
337
Relations with ANAS SpA, the Ministry of Infrastructure and the Ministry of the
Economy and Finance with regard to the authorisation process
Following a specific request from the Minister of Infrastructure, Council of State ruling no. 2719/2006 of 21
June 2006 stated that the merger required authorisation from ANAS SpA (Italy’s highways agency) and the
approval of the Minister of Infrastructure and the Minister of the Economy and Finance.
Autostrade SpA and Autostrade per l’Italia SpA, in a letter dated 5 July 2006, thus formally requested ANAS
SpA for authorisation to proceed with the merger, whilst reserving all rights and/or claims regarding the
legitimacy and effectiveness of the procedure referred to in ruling no. 2719/2006.
Subsequently to this request, ANAS SpA, in a letter dated 5 August 2006, informed Autostrade SpA and
Autostrade per l’Italia SpA that it was not in a position to grant authorisation, following the decisions of the
Minister of Infrastructure and the Minister of the Economy and Finance, communicated to ANAS SpA in a
joint memo sent on 4 August 2006.
Specifically, ANAS SpA explained that in the view of the two ministers the merger was not compatible or
consistent with the aims of the concession agreement, or with the terms of the Group’s privatisation, or with
the commitments given in the Agreement of 1997 and subsequent addenda.
Given that the merger has implications for the European market, pursuant to art. 1 of EC Regulation
139/2004, on 18 August 2006 Autostrade SpA and Abertis Infraestructuras SA formally reported the
transaction to the European Commission. On 22 September 2006 the European Commission approved the
merger without placing any conditions.
In a letter dated 13 October 2006, ANAS SpA then informed Autostrade SpA and Autostrade per l’Italia SpA
that, with reference to the joint memo of 4 August drawn up by the Minister of Infrastructure and the Minister
of the Economy and Finance, the obstacle to the merger with Abertis, represented by the fact that the
shareholder structure of the merged company would include a construction company, following the entry
into force of article 12, section 4 of Law Decree 262/2006, subsequently converted into Law 286/2006, was
no longer applicable. The letter stated, however, that all the other obstacles to the merger put forward in the
previous communications, and included in the letter of 5 August, remained.
On the same day, 18 October 2006, Autostrade SpA and its subsidiary, Autostrade per l'Italia SpA,
announced an appeal before Lazio Regional Administrative Court (TAR), against ANAS SpA, requesting
cancellation, with a prior injunction suspending application, of the ruling of 5 August by which ANAS denied
its authorisation to proceed with Autostrade SpA’s merger with and into Abertis, with consequent
recognition of the subjective right of the appellants to proceed with the merger without the requested
authorisation. The appeal also requested the court to examine whether or not the measures contained in
article 12 of Law Decree 262/2006 represent a violation of the subjective rights of the appellants, raising,
under various aspects, the issue of the constitutional legitimacy of the above article 12. The appeal was
lodged against ANAS SpA, the Ministry of Infrastructure, the Ministry of Economy and Finance and the
Presidency of the Council of Ministers. Abertis SA and Schemaventotto SpA lodged similar appeals.
Subsequently, with a letter dated 27 October 2006, ANAS SpA informed Autostrade S.p.A and Autostrade
per l’Italia SpA that on 26 October it had received a communication from the Minister of Infrastructure and
the Minister of the Economy and Finance stating that the jointly signed memo of 4 August 2006 had been
rendered devoid of any legal effect. This had the purpose of dispelling any doubts regarding the note sent
to the Italian government by the European Commission on 18 October 2006, in which the Commission
announced its preliminary conclusion that Italy might have violated article 21 of the EU Merger Regulation
because of unjustified obstacles placed in the way of the merger. ANAS SpA therefore announced that its
communications of 5 August and 13 October 2006 were no longer valid or effective, specifying that
Autostrade SpA and Autostrade per l’Italia SpA could re-activate the authorisation process begun on 5 July
2006.
On the same day, 27 October 2006, Autostrade SpA and Autostrade per l’Italia SpA responded to ANAS
SpA, clarifying the fact that, under their interpretation, the European Commission’s assertion regarding the
illegitimacy of the authorisation process also extended to the requirement to submit the merger to the prior
authorisation of ANAS SpA and the Minister of Infrastructure and the Minister of the Economy and Finance,
requesting an explicit decision on the matter should ANAS be of a different opinion.
In a letter dated 9 November 2006, ANAS SpA stated that it had not received any answer to its letter of 27
October 2006 and was thus awaiting a request for re-activation of the authorisation process. ANAS SpA
went on to state that, without such a request, the authorisation process could not begin.
Autostrade SpA responded in a letter dated 17 November 2006, in which, among other things, the
Company:
- noted the contradictory nature of the communications issued by ANAS SpA on 13 October 2006, 27
October 2006 and 9 November 2006 regarding authorisation of the merger, and
338
- reminded ANAS SpA that on 27 October 2006 it had requested clarification regarding the subsequent
ineffectiveness of the above communications of 5 August 2006 and 13 October 2006 and the related
removal of the need to re-activate the above authorisation process.
Autostrade SpA stressed that ANAS SpA had failed to provide the requested clarification on this matter. In
the same letter Autostrade SpA, holding that ANAS SpA’s claim to have the power to authorise the merger
effectively constituted a means of blocking the transaction – a transaction that, on the contrary, is subject to
the sole authority of the European Commission, pursuant to art. 21 of EU Regulation 139/2004 -, concluded
by asking ANAS SpA to consider that any obligations regarding the merger had been fulfilled in accordance
with the related regulations, including those of the EU.
ANAS SpA never responded to this letter.
The special dividend
In a letter dated 10 November 2006, ANAS SpA, in response to press reports stating that Autostrade SpA
had called a general meeting of its shareholders for 12/13 December to approve payment of a special
dividend of €3.75 per share, requested Autostrade SpA and Autostrade per l’Italia SpA to provide urgent
clarification and reassurances in this regard. Such a request was based on the assumption that any
extraordinary transaction, with an impact on the net worth of the two companies, should only be undertaken
following prior verification of their continuing ability to finance planned capital expenditure.
Autostrade SpA responded to the above letter on 16 November 2006, specifying that the plan of merger,
published on 26 May 2006, originally envisaged payment of a special dividend as a condition for
implementation of the merger and that all the necessary information regarding the entity’s post-merger
financial position had been supplied to ANAS SpA as far back as 15 May 2006. In the same letter
Autostrade noted that, on the basis of an in-depth examination of this information, involving a specially
appointed committee of experts, ANAS SpA had concluded that the merger would have no impact on the
entity’s post-merger financial position, even after payment of the special dividend. Autostrade SpA also took
the opportunity to stress that the absence of any impact of the merger on its financial position had also
been confirmed by the rating agency, Standards & Poor’s (in a note published on 1 June 2006). According
to the agency, after payment of the special dividend, the post-merger entity would have maintained its
current “A” Corporate Credit Rating. The agency also confirmed that Autostrade per l’Italia SpA would not
have granted any form of guarantee to secure the financing necessary to pay the special dividend. The
rating agency, Moody’s, also came to the same conclusion in a note published on 24 July 2006, in which it
confirmed Autostrade’s A3 rating.
On 16 November 2006 Autostrade per l’Italia SpA, which was in any event not directly involved in the plan
of merger, also informed ANAS SpA that it was not planning any extraordinary transaction that would have
had an impact on its net worth, confirming that it was not planning to grant any form of guarantee to secure
the financing necessary to pay the special dividend, and at the same time stating that it was capable of
funding its planned capital expenditure.
On the same date, 16 November 2006, ANAS SpA sent a letter contesting its alleged failure to respond to
the letter of 10 November, and requesting that Autostrade SpA and Autostrade per l’Italia SpA provide
information regarding the nature of the special dividend payment. The information required was to include
details of how the payment was to be financed and the effects of the transaction with regard to the
companies’ continuing ability to finance planned capital expenditure. In the same letter, ANAS SpA
intimated that Autostrade SpA and Autostrade per l’Italia SpA should provide the above clarification at the
earliest opportunity. It also, among other things, requested Autostrade SpA not to take any further steps
relating to payment of the special dividend, warning both companies against the provision of guarantees for
the transaction.
In a letter dated 17 November 2006, Autostrade SpA repeated the assertions contained in the letter of 16
November 2006, stating that ANAS SpA was applying the provisions of the concession agreement entered
into with Autostrade per l’Italia SpA in 2003 to Autostrade SpA, which did not sign up to the agreement.
Autostrade SpA expressly reserved the right to take legal action.
In a letter dated 20 November 2006, Autostrade per l’Italia SpA reiterated the fact that neither the Company
itself, nor any of the Group’s other motorway concessionaires, had decided or intended to approve payment
of a special dividend, whilst reserving the right to take legal action to protect their position.
On 21 November 2006, Autostrade per l’Italia SpA brought an appeal against ANAS SpA before Lazio
Regional Administrative Court, requesting cancellation and an interlocutory injunction suspending
application of the above letters (index no. 274/06 of 10 November 2006 and index no. 276/06 of 16
November) and further measures as indicated. A similar appeal was subsequently filed by Autostrade SpA.
On 28 November 2006, Autostrade SpA, having again reiterated the fact that it had already, in its letter of
16 November 2006, provided details of payment of the special dividend, supplied further information,
including the contents of the Directors’ report on the proposal to be put to the general meeting of
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shareholders held on 30 June 2006. Furthermore, with reference to the effects of the above payment,
Autostrade SpA called attention to the report, previously published on 15 May 2006 and prepared with the
support of Goldman Sachs and Rothschild, which demonstrated that not only would the post-merger entity’s
financial position continue to be strong but that it would be improved.
Judgments handed down by Lazio Regional Administrative Court
On 6 December 2006 hearings were held before Lazio Regional Administrative Court to discuss the
appeals lodged by Autostrade SpA and Autostrade per l’Italia SpA regarding:
1. cancellation of ANAS SpA’s decision of 5 August 2006, which had refused authorisation of the merger;
2. cancellation of ANAS SpA’s letters (index no. 274 of 10 November 2006 and index no. 276 of 16
November 2006) regarding payment of the dividend.
Regarding the first judgment, the Lazio Regional Administrative Court rejected the interlocutory injunction
requested by the plaintiffs, Autostrade SpA and Autostrade per l’Italia SpA
Regarding the second judgment, with ruling no. 6686/2006 and ruling no. 6687/2006, the Lazio Regional
Administrative Court rejected the interlocutory injunction suspending application of ANAS SpA’s letters
(index no. 274/06 and index no. 276/06), deeming that one of the conjectures behind the interlocutory
injunction was groundless, as it constituted “serious and irreparable damage”.
On 25 January 2007 the Lazio Regional Administrative Court handed down a judgment regarding this
matter. In brief, the judgment recognised ANAS SpA’s power to authorise the merger. In particular, the
Lazio Regional Administrative Court, whilst acknowledging “that a degree of interpretative uncertainty might
indeed exist in establishing the authorising power” based on the legislation referred to by the Council of
State in its judgment of 21 June 2006, nevertheless considers that such right derives from the nature of the
relationship.
Autostrade SpA and Autostrade per l’Italia SpA intend to appeal the above sentence issued by the Lazio
Regional Administrative Court before the Council of State within the required term (one year from
publication of the sentence).
Impossibility of consummating the merger
On 13 December 2006 the boards of directors of Abertis and Autostrade, bearing in mind the failure to
obtain one of the necessary authorisations for completion of the merger, and changes to the legal
framework in force on the date when the merger was approved by general meetings of the two companies’
shareholders, jointly acknowledged the impossibility of carrying out the merger. Having noted the opinion of
the boards, the General Meeting of Autostrade’s shareholders held on the same date resolved “not to pass
a resolution regarding payment of the special dividend of €3.75 per ordinary share of Autostrade SpA, due
to the fact that, as things stand, there are insurmountable material obstacles to the implementation of the
merger”.
Proceedings launched by the EU’s Competition Directorate General
On 18 October 2006 the EU’s Competition Directorate General reached the preliminary conclusion that Italy
had violated article 21 of the EU Merger Regulation by unjustifiably hindering the merger between Abertis
and Autostrade SpA (doc. IP/06/1418). In particular, the Commission expressed serious doubts regarding
the compatibility of article 21 with the binding statement made by the Minister of Infrastructure and the
Minister of the Economy on 4 August 2006 and the decision taken by ANAS SpA on 5 August, which
rejected Autostrade SpA and Autostrade per l’Italia SpA’s request regarding the merger with Abertis. The
Commission reached the preliminary conclusion that such measures are unsuitable for safeguarding
legitimate interests compatible with the general principles and other provisions of EU legislation.
On 5 January, in a press release (Memo 07/01), following a meeting with Minister Di Pietro, Commissioner
Kroes said that national authorisation “should not be used to obtain concessions regarding prior regulatory
deficiencies or to resolve potential future problems”.
Also on 5 January, in a document that was posted on the Ministry of Infrastructure’s website, the Italian
government replied to certain queries raised by the EU’s Competition Directorate General regarding
relations between ANAS and Autostrade per l’Italia SpA, and between Autostrade SpA and Abertis. Briefly,
the Italian government maintained that:
• Autostrade SpA and Autostrade per l’Italia SpA had not carried out planned investment amounting to
€3.2 billion (at 31 December 2006);
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•
fulfilment of the public interest entails acceptance of certain conditions by the concessionaire, including
signature of the Sole Agreement, a willingness to allocate €3.2 billion to planned investment that was
not carried out, the issue of guarantees on investments and submission of a new financial plan;
• if a new request to authorise a merger is submitted, the administrative procedure should be restarted.
However, the preliminary activities carried out so far should enable an appropriate and satisfactory
reduction in the time needed to complete the process.
On 19 January Autostrade SpA and Abertis submitted a document to the EU’s Competition Directorate
General in response to the Italian government’ above-mentioned reply of 5 January.
In their reply, Autostrade SpA and Abertis pointed out that:
1. the Italian government had exercised an alleged authorising power with a view to preventing completion
of the merger transaction, even if the transaction did not involve the motorway concessionaires, but
only Autostrade SpA;
2. the Italian government unilaterally and arbitrarily modified motorway sector regulations, thereby
impairing the relevant regulatory framework, interfering with the merger transaction and seeking to
forestall any action by the European Commission regarding the matter.
Both the actions by the Italian government as described in points 1 and 2 are measures designed to block
the merger. Consequently, Autostrade SpA and Abertis have requested intervention by the Commission in
order to eliminate the blocking measures implemented by the Italian government.
On 31 January European Commission’s Competition Directorate General sent Italy a new preliminary
assessment of the measures blocking the Abertis-Autostrade merger (doc. IP/07/117).
The European Commission “reached the preliminary conclusion that Italy had violated article 21 of the EU
Merger Regulation due to failure to grant authorisation”. In particular, the Commission expressed “serious
doubts regarding the compatibility of the Italian government’s actions with article 21, as it had not
established beforehand, and in a sufficiently clear manner, the alleged public interest criteria for applying
the authorisation procedure and did not adopt the decision regarding authorisation of transfer of the
concession”.
The Commission “does not dispute the fact that national governments may verify that a concessionaire
continues to make profits and is able to meet its investment commitments after a merger”.
“The national authorisation process,” according to the EU Commission, “should nevertheless refer to
specific changes regarding the merger itself and not be used to obtain concessions concerning prior
regulatory problems, or to solve any future problems stemming from the provisions of an existing
concession. For example, the Commission considered on a preliminary basis that a special Autostrade
dividend of €2 billion, included as a condition of the merger, would not jeopardise the profitability of the
concession and related investments, since Abertis would contribute other assets and cash flow to the postmerger entity, and therefore the financial outlook for the entity would be at least as favourable as
Autostrade’s medium-term prospects if the merger had not taken place.”
On 12 March 2007 the Italian government sent a document in reply to the preliminary conclusions reached
by the European Commission regarding violation of article 21.
Autostrade SpA intends to take all possible actions, in respect of the Ministry of Infrastructure, the Ministry
of the Economy and Finance and ANAS, in order to claim compensation for the damages incurred as a
result of the unjustified blocking of the merger with Abertis.
Anas SpA brings declaratory action against Autostrade SpA and Autostrade per
l’Italia SpA
A declaratory action has been brought by ANAS SpA before the Civil Court of Rome, which subsequently
issued a subpoena to Autostrade SpA and Autostrade per l’Italia SpA on 9 December 2006. ANAS SpA has
petitioned the court to rule on a breach of undertakings given by Autostrade SpA and Autostrade per l’Italia
SpA and to order the companies to promptly carry out works in accordance with the projections in the
financial plan.
In particular, the subpoena - of which the Ministry of Infrastructure, the Ministry of the Economy and
Finance and the Interministerial Economic Planning Committee were also notified – claims the following:
• the delay in executing the works amounts to €1,959.9 million at 31 December 2005;
• Autostrade per l’Italia SpA has refused to post the benefits deriving from the delayed execution of
investments to its accounts, as previously requested by ANAS SpA;
• Autostrade SpA and Autostrade per l’Italia SpA are jointly responsible for the breach of obligations to
ANAS SpA, given that: (i) both companies constitute “a concessionaire with an objectively unified
structure”; (ii) the transfer of the business unit from Autostrade SpA to Autostrade per l’Italia SpA does
not diminish the responsibility of the transferor, Autostrade, for all the commitments given prior to the
transfer; (iii) Autostrade SpA must comply with the obligations assumed by Autostrade per l’Italia SpA,
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in its capacity as sole shareholder pursuant to article 2362 of the Italian Civil Code until the entry into
force of the company law reform and, subsequently, as the entity that manages and coordinates
Autostrade per l’Italia SpA
As a result of these breaches, ANAS SpA has petitioned the Court to:
— rule on whether or not Autostrade per l’Italia SpA and Autostrade SpA are in breach of their
obligation to promptly carry out investments in accordance with the provisions of the agreement
and the financial plan;
— consequently order the companies to jointly and severally meet the obligations of which they are in
breach;
— rule on whether or not the defendant companies have breached the “obligation to commit financial
resources corresponding to the amount of projected and incomplete investments shown by
evidence, subject, however, to a minimum of €1,959.9 million and the obligation to provision and/or
commit amount equal to the concessionaires’ financial benefits as a consequence of the fact that
the investments were not made […] which shall in no case be less than €49 million”;
— order the defendant companies to jointly and severally pay compensation for the damages caused
to ANAS SpA as a result of the breaches;
— ascertain – expressly without prejudice to expanding and amending the petition including a motion
to order the direct refund of toll increases made in prior years and to object to citing art. 1460 of the
Italian Civil Code to excuse performance due to the suspension of the annual revision of tolls for
2007” - that Autostrade per l’Italia and Autostrade as a result of their breach “...do not have full
rights to the contractually determined consideration and, moreover, have no right to increase tolls
for 2007”;
— ascertain, with regard to the failure to promptly carry out the investments, that “proposals have
been made for a review and update of the financial plan and for the related review of the terms and
conditions of the concession agreement”.
On 27 March 2007 Autostrade SpA and Autostrade per l’Italia SpA filed their statement of defence in
response to the above subpoena. Procedurally, their defence is based on the nullity of the subpoena on the
grounds of the imprecise nature of the claim. Also with regard to procedure, Autostrade SpA disputes the
passive involvement of the Company, as all the obligations agreed with ANAS SpA were exclusively
undertaken by Autostrade per l’Italia SpA, without any guarantee given by Autostrade SpA.
With respect to the facts, Autostrade per l’Italia SpA and Autostrade SpA have based their defence on the
following arguments:
— Autostrade per l’Italia gave an undertaking, on the basis of the Agreement executed with ANAS, to
carry out the planned works, but gave no undertaking with regard to the timing and cost of the
works. The time frame indicated in the financial plan appended to the agreement is not, therefore,
binding, but merely constitutes a forecast. The Company’s position is backed up by the earlier
opinions of two well-known legal experts (Prof. Guarino and Prof. Cassese). It is, on the other hand,
sufficient to consider that the time it takes to carry out works is closely linked to completion of the
related approval procedures, which are lengthy and complicated, involving a large number of
entities and bodies over whom the concessionaire has no influence;
— in any case, Autostrade per l’Italia SpA may not be held responsible for the reported delays.
Indeed, the company has made every effort to remove the obstacles – occurring primarily during
the authorisation phase for each project – which have hindered completion of the works;
— the fact that Autostrade per l’Italia SpA is not responsible for the delays has already been
recognised by ANAS SpA itself on several occasions;
— linking the right to increase tolls in 2007 to delays in carrying out investments is without substance,
aside from the fact that Autostrade per l’Italia SpA is not responsible for such delays, as there is no
correlation whatsoever between the stage of completion of such works and ordinary increases in
tolls. Moreover, the delays, rather than benefiting Autostrade per l’Italia SpA, have resulted in
significant cost increases;
— the delays in carrying out the works do not constitute a case of force majeure, which under the
terms of the agreement would justify a request by ANAS SpA for a revision of the financial plan.
The parties are to attend an initial hearing on 18 April 2007.
Notwithstanding the obligation of the concessionaires to complete the works, the petition to commit and/or
provision financial resources for the projected and incomplete works, and the consequent financial benefits,
have no bearing on any contractual obligation in that respect. Due to the delays, which, as conceded by
ANAS, moreover, were not caused by the concessionaire, performance of the works, in accordance with
the Agreement of 1997, will result in an increase in costs to be fully borne by the concessionaire.
Based on the above considerations, which are also echoed in the legal opinions of authoritative experts in
the field, which will be used to support the arguments put forward by Autostrade SpA and Autostrade per
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l’Italia SPA in their defence, it was deemed unnecessary to allocate any related provisions in the
companies’ financial statements. This also reflects the requirements of IAS 37 – “Provisions, Contingent
Liabilities and Contingent Assets” and, with reference to the recognition and measurement of assets, IAS
16 “Property, Plant and Equipment”.
New regulations governing motorway concessions
New legislation
On 29 September 2006 the Italian government passed Law Decree 262/2006 (published in the Official
Gazette of 3 October 2006). Article 12 – subsequently art. 2, paragraphs 82 through 90 – has radically and
unilaterally introduced changes to motorway concession arrangements in Italy, which, in their current form,
were used as the basis for the Company’s privatisation in 1999. The Law Decree was converted, with
amendments, into Law 286/2006 and subsequently further amended by Law 296/2006.
The new legislation introduces the Sole Agreement, which both current and future concessionaires are
substantially bound to accept (see, in particular, article 2, paragraph 82). The Sole Agreement must be
signed within a year of the first updating of the financial plan, namely when the concession is first revised
subsequent to the entry into force of the new legislation (paragraph 82).
Pursuant to article 2, paragraphs 84, 87 and 88, the concessionaire may submit a counter-proposal to the
draft Sole Agreement. However, if the counter-proposal is not accepted, the concession will be “redeemed”,
subject to “any right to compensation” in favour of the concessionaire, to be determined on the basis of a
decree issued by the Ministry of Infrastructure and the Ministry of the Economy and Finance.
The terms of the Sole Agreement will, amongst other things, cover:
• “determination of the rate to be used in calculating annual tariff adjustments and its re-alignment during
periodic reviews based on traffic growth, cost trends and the concessionaire’s efficiency and service
quality”;
• “the allocation of additional profits generated by the commercial use of motorway areas”;
• “the recognition of tariff adjustments in return for investments included in the financial plan only once
the related investments have been effectively carried out, as verified by the concession provider”;
• a system of penalties should any breach of the agreement occur (paragraph 83h).
The new legislations also provides for the following:
• ANAS may unilaterally define the general level of quality standards, as well as more specific quality
standards regarding each service provided by concessionaires (paragraph 86b).
• motorway concessionaires are to be obliged to act as contracting authorities with regard to the award of
work contracts, as well as services and supplies with a value of more than €211,000 (paragraph 85c).
Essentially, all concessionaires must comply with public procedures for the awarding of contracts
regarding any kind of activity, including ordinary operations, which is different from the regulations
pursuant to Legislative Decree 163/2006. Moreover, Law Decree 300/2006, converted with
amendments into Law 17/2007, postpones application of such provisions, “limited to infrastructure
maintenance works and supplies”, until 1 January 2008.
• The mandatory use of ministerial committees for the award of contracts as per the above point
(paragraph 85f).
• Concessionaires must meet adequate capital requirements, as established by a decree from the
Minister of the Economy and Finance and the Minister of Infrastructure (paragraph 85b).
Finally, the new legislation provides for substantial changes to the tariff adjustment procedure. Indeed,
paragraph 89a eliminates the automatic annual increases granted under current agreements, and subjects
the application of increases to approval by the relevant ministries, with proposals put forward by ANAS
SpA.
Paragraph 89b creates uncertainty regarding the date for tariff increases to come into force.
Believing the provisions of the above legislation to be illegal, Autostrade per l’Italia and its subsidiaries
intend to appeal the individual implementation measures introduced by Law 286/2006 and subsequent
amendments.
In this context, Autostrada dei Fiori SpA and Aiscat lodged an appeal against the Italian government, the
Ministry of Infrastructure, the Ministry of the Economy and Finance and ANAS SpA before the Court of
Genoa which, in a ruling of 9 January 2007, requested ANAS SpA, the Italian government and the relevant
ministries to refrain from applying the new legislation until the EU’s Court of Justice – at which the Court of
Genoa conducted a reference for interpretation pursuant to article 234 of the EC Treaty – hands down
judgment.
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The Court of Justice should hand down judgment regarding the compatibility of the new legislation with EU
legislation.
On 21 March 2007 Autostrade per l’Italia filed an intervention notice regarding the above proceedings
before the Court of Genoa.
Finally, article 1, paragraph 1020, of Law 296/2006 provides for an increase in the concession fee, which
concessionaires must pay to the public concession provider, from the current 1% to 2.4% of net toll
revenues as of 2007.
The nature and legal implications of this additional increase, which was unilaterally imposed by a national
law, are still being assessed and evaluated by concessionaires, taking into account that payment of the
amount regarding 2007 toll revenues is due in March 2008.
Interministerial Economic Planning Committee (CIPE) Resolution 1/2007
The regulations pursuant to the above Law 286/2006 and subsequent amendments were subsequently
supplemented by the Interministerial Economic Planning Committee (CIPE) Resolution of 26 January 2007,
regarding “Provisions for the economic regulation of the motorway sector” (published in the Official Gazette
of 19 February 2007). This ruling – which was adopted without any consultation with motorway
concessionaires – lays down worse conditions and also introduces additional criteria and parameters for
establishing motorway tariffs compared with those established under paragraph 83 of Law 286/2006.
The ruling drawn up by the CIPE introduces a tariff mechanism based on the Regulatory Asset Base (RAB).
This method, which is commonly applied to establish tariffs for other public service users, places a ceiling
on revenues by reviewing tariffs every five years based on a formula in which the revenues allowed during
each five-year period largely correspond to the sum of:
• the operating costs incurred by a company in carrying out its normal business (subject to regulation),
net of an increase in efficiency determined by the regulator;
• the amortisation and depreciation of tangible and intangible assets that are used in carrying out such
normal business;
• the return on invested capital, equal to the rate of return on capital deemed “appropriate” by the
regulator, multiplied by the Regulatory Asset Base (RAB) at the beginning of the period.
Subsequently, within each five-year regulatory period, revenues, and consequently tariffs, are annually
adjusted on the basis of:
• the target inflation rate;
• an additional factor which allows for return on new investments made during the previous year,
calculated on the basis of the rate of return deemed appropriate by the regulator.
According to this system, companies must update their business and financial plans at the end of each
regulatory period, on the basis of which the regulator updates the related parameters of the formula used
for calculating the cap on revenues.
It should be pointed out that the explicit reference to an appropriate return on invested capital, originally
mentioned in Legislative Decree 262/2006, was definitively eliminated by Law 286/2006. Indeed, the
current paragraph 83 does not envisage it at all. However, the CIPE has reintroduced the principle by
proposing a RAB mechanism, which the new law does not in fact take into account.
In this regard, and contrary to what occurs in other sectors, it should be noted that the RAB mechanism for
calculating motorway sector tariff adjustments is fixed.
Application of the economic regulation methods envisaged by the CIPE resolution gives rise to a series of
problems:
• The investment profile and the impact on tariffs. Unlike the power and gas distribution and
transmission sectors, investment is highly concentrated in the initial period of a project’s lifetime (the
construction phase), after which only moderate investment in maintenance is required. This means that
during the initial operating phase tariffs which are sufficiently weighted to cover costs, and achieve the
rate of return on capital established by the regulator, are significantly higher than those applied during
subsequent years as, due to the effect of depreciation, the value of invested capital gradually
decreases. The effects on traffic of initial tariffs that are too highly weighted should also be taken into
account. Such overweighting might trigger off a vicious circle in which decreased traffic would make it
necessary to raise tariffs further in order to achieve a guaranteed return.
• Value of assets on expiry of the concession and depreciation. In addition to the above factors, it
should be taken into account that assets held under concession by Autostrade and other motorway
operators, unlike power distribution and transmission utilities and integrated water cycle management
companies, are to be relinquished at the end of the concession period. Moreover, the value of such
assets is mainly depreciated not in terms of their residual useful life, but over the remaining concession
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•
•
•
term, meaning that the value of the assets is written off by the end of the term. The use of this method
generates obvious distortions and oscillations in tariff trends, as depreciation of investments carried out
in the latter years of a concession period reach high levels that are reflected in equally high tariff
increases.
Determination of RAB. Another problem of application stems from the need to determine the historic
cost (if the revalued historic cost were to be used as the basis for calculating RAB) of assets, which in
some cases were built more than 80 years ago. Moreover, even when revalued, this cost would not
reflect the real current value of such assets, for which replacement or reconstruction costs are
substantially higher and consequently do not ensure recognition of the real level of invested capital on
which a return is expected;
Lack of investment incentives. Currently, the CIPE resolution does not include any form of incentive
for investment in new works, which occurs in the gas and electricity transmission sectors via recognition
of an increase in the rate of return on invested capital;
Deduction of other sources of revenue. The resolution stipulates that income deriving from ancillary
activities, connected with the use of motorway areas and surrounding land, should contribute to
maintaining financial equilibrium. Such revenues, net of the related costs, are deducted from permitted
costs, thereby depriving the company of such revenues.
Application of the new tariff fixing method gives the regulator sweeping discretionary powers in setting key
parameters for the determination of tariffs (rate of return, the regulatory asset base, criteria for the
depreciation of assets, traffic volume estimates, productivity and efficiency targets, the use of imputed items
to ensure that tariffs rise gradually, etc.) in accordance with rules and procedures that have never been
previously applied in the motorway sector.
This regulatory uncertainty actually deters investment in what is a highly capital-intensive industry, requiring
certainty and stability.
Application of the RAB mechanism for determining tariffs would not punish the inefficiencies of
concessionaires, who would rather be rewarded via higher tariffs for road users, who would see the
increased costs incurred by concessionaires reflected in higher toll charges. On the other hand, the tariff
adjustments calculated on the basis of the current price cap formula are far more transparent and produce
better results, because under the current system tariff adjustments are based solely on objective criteria
(above all the inflation rate) and are not connected to the costs of building motorway infrastructure. Such
costs are borne by the concessionaire, who is thereby motivated to operate efficiently.
Furthermore, the CIPE resolution stipulates that all revenues deriving from ancillary activities and subject to
use of the land held under concession should be deducted from “recognised costs” in such a way that the
concessionaire be deprived of this revenue stream via subsequent tariff reductions. This provision removes
any future incentive to invest in these sectors and to improve the quality of services and infrastructures. In
this case too, the CIPE resolution would have an even worse impact than Law 286/2006, as the latter
provides for even-handed sharing of these profits between ANAS and the concessionaire and not total
expropriation of revenues deriving from ancillary activities.
The rating agencies have also expressed grave concerns regarding the new system. Indeed, the stability
and transparency of the methods used for determining tariffs are a key element in assessing the credit
ratings of toll motorway operators. In this regard, on 15 December 2006 Standard & Poor’s went so far as to
downgrade Autostrade’s rating from “A” with a stable outlook to “A” with a negative outlook.
The CIPE resolution establishes general guidelines. Autostrade per l’Italia and its subsidiaries will lodge an
appeal to seek cancellation of this measure, as well as its application measures as they come into force.
Proceedings initiated by the EU Commissioner for the Internal Market regarding the new
regulations governing motorway concessions
On 14 November, Charlie McCreevy, the EU Commissioner for the Internal Market, took out infringement
proceedings against Italy for violating Treaty provisions regarding free movement of capital and right of
establishment (doc. IP/06/1561).
This measure censures various aspects of the provisions introduced by article 12 of Legislative Decree
262/2006, which represents the first step in the infringement procedure pursuant to article 226 of the EU
Treaty. Under this procedure, if a national government gives an unsatisfactory reply, the Commission may
undertake a further initiative, by drawing up and sending a “justified opinion” which specifies any objections
and asks the national government to withdraw the disputed measures. In case of failure to comply with the
justified opinion – and if any further clarifications provided by a national government are deemed
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unsatisfactory – the Commission may resort to the EU Court of Justice so that it may hand down judgment
on the disputed non-compliance.
On 10 January 2007 the Italian government replied to the summons from the EU Commissioner for the
Internal Market of 14 November 2006 with a note from the Minister of Infrastructure, a summary of which
was published on the Ministry of Infrastructure’s website.
In brief, the Italian government maintains that:
• the limitations on investment by construction companies in the share capital of concessionaires – which
are implicitly recognised as going against EU legislation – have been removed;
• the new regime would have no significant effects on current concession agreements: the Sole
Agreement envisaged by this regime would merely be for the purposes of recognition;
• the regime would not grant undue discretionary powers to national governments;
• furthermore, the Sole Agreement, of which the sole purpose of recognition was reiterated, is moreover
the outcome of a process agreed upon with the concessionaire, subject to jurisdictional verification and
compensation provided for in the case of failure to reach agreement.
On 5 March 2007 Autostrade SpA and Abertis submitted a wide-ranging document to the EU’s Competition
Directorate General in response to the Italian authorities’ above-mentioned reply of 10 January 2007. In this
document, entitled “Complaint”, Autostrade SpA and Abertis pointed out that:
• the Italian government, having exercised a presumed authorising power to prevent completion of the
merger, unilaterally and arbitrarily changed motorway sector regulations, thereby impairing the
regulatory framework, by using an emergency decree and then converting a Law Decree into a Law,
with certain amendments that left its scope substantially unchanged;
• the previous regulatory framework, the outcome of a long process going back to the 1990s,
safeguarded both the public interest and legal certainty for concessionaires and investors by placing
the onus of responsibility for entrepreneurial risk on concessionaires. This regulatory framework was, in
its current form, used as the basis for the Company’s privatisation in 1999;
• with the introduction of the Sole Agreement, the new regime puts concessionaires in a “take it or leave
it” situation, and gives public authorities sweeping discretionary powers, thereby negatively affecting a
concessionaire’s risk profile, which has led to concern among the financial community;
• the claims contained in the Italian government’s reply of 10 January 2007 have as yet to be borne out in
the proposed legislation and regulations, or in the resulting actions of ANAS and the Ministry of
Infrastructure;
• compensation for the concessionaire in case of forfeiture of the concession due to failure to accept the
Sole Agreement is a particularly worrying aspect, given that it only may be granted and is unilaterally
determined by the Italian government, whilst there is no provision in line with best European practices
providing for compensation equal to the market value of the company;
• in conclusion, Autostrade SpA and Abertis have requested urgent intervention by the Commission to
declare that the new regulatory provisions and the related implementation measures (such as CIPE
Resolution 1/2007) are in breach of article 43 (right of establishment) and article 56 (free movement of
capital) of the EU Treaty.
AISCAT (The Italian Association of Motorway and Tunnel Concessionaires) sent a document to the Italian
Market Directorate General on 26 February 2007 containing comments on the new provisions.
Tariff increases for 2007
On 16 December 2006, ANAS SpA sent a letter notifying all concessionaires that the Minister of
Infrastructure had requested advice from NARS regarding 2007 tariff adjustments.
In a subsequent letter of 27 December 2006, ANAS SpA, citing the new legislation pursuant to Law
286/2006, notified all concessionaires that all tariff changes are subject to approval or refusal by the
Minister of Infrastructure and the Minister of Economy and Finance. ANAS SpA then concluded by notifying
that “as of I January 2007 said Company would therefore be unable to proceed with any notified tariff
update”.
Consequently, as of 1 January 2007, no tariff increase has been applied by any of the concessionaires.
In response to the measures introduced by ANAS on 16 and 27 December 2006, suspending any tariff
increases, on 14/15 February 2007 Autostrade per l’Italia SpA and the Group’s other concessionaires – with
the exception of Società Italiana per il Traforo del Monte Bianco SpA, which is not concerned by the abovementioned suspension as it has a different tariff adjustment system – notified ANAS SpA, the Minister of
Infrastructure and the Minister of the Economy and Finance of an appeal lodged at the Lazio Regional
Administrative Court, requesting cancellation of ANAS SpA’s tariff suspension, with a claim for
compensation for damages incurred.
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In brief, the appeals were based on the following grounds:
• on 16 December 2006 (the date of ANAS SpA’s first letter) the procedure for determining tariffs as of 1
January 2007 had already been concluded in the case of Autostrade per l’Italia and all other motorway
concessionaires. Indeed, Autostrade per l’Italia SpA had already submitted a request for an ordinary
tariff increase on 19 September 2006, and a request for a tariff increase in connection with new works
under the IV Addendum to the Agreement on 13 November 2006. In accordance with the current
agreement, regarding regular annual tariff increases relating to X investments, ANAS SpA has 45 and
15 days, respectively, from the date of the related request to make any comments. At the end of this
period, tacit approval is assumed and, as can be deduced from the above timing, ANAS did not make
any comment within the established terms;
• the new legislation (article 2, paragraphs 83 and 89 of Legislative Decree 262/2006 and subsequent
amendments) referred to in ANAS SpA’s measure of 27 December 2007 came into force on 3 October
2006 and may not be applied retroactively. The new procedure set out in the above-mentioned
legislation – whilst deemed applicable even for existing contracts – which is launched with the request
from the concessionaire by 30 September each year, should thus be applied as of 30 September
subsequent to the afore-mentioned date on which the law comes into force, and therefore as of 30
September 2007 for 2008 tariff adjustments;
• ANAS SpA’s measures to suspend tariffs were adopted in violation of the principle of participation in the
procedure (Law 241/1990);
•
the new legislation invoked is in breach of the Constitution and EU legislation.
On 10 March ANAS SpA notified each concessionaire of the tariff increase to be applied, as determined in
a decree issued by the Minister of Infrastructure in agreement with the Minister of the Economy, but which
has yet to be notified to concessionaires. In the above-mentioned letters, ANAS SpA, with reference to the
alleged delay in carrying out investments with respect to the time frame indicated in the financial plan
appended to the agreement, estimated the related profits earned by each concessionaire, without,
however, giving any indication of the related calculation method and the resulting amount. Concessionaires
were merely notified of the reduction in percentage terms of the tariff increases compared with those
requested for 2007.
The following table shows the recognised tariff increases to be applied by Autostrade per l’Italia SpA and its
subsidiaries.
TARIFF INCREASES WITH EFFECT FROM 15 MARCH 2007 (%)
Motorway concessionaire
Tariff increase
Autostrade per l'Italia
Raccordo Autostradale Valle d'Aosta
Autostrada Torino-Savona
Società Autostrada Tirrenica
Strada dei Parchi
Tangenziale di Napoli
Autostrade Meridionali
0.67
0.94
0.00
1.45
0.00
3.38
0.00
On 15 March 2007 Autostrade per l’Italia and the Group’s other concessionaires started applying the
approved tariff increases.
Meanwhile, Autostrade per l’Italia and the Group’s other concessionaires (with the exception of RAV and
Tangenziale di Napoli, who were granted the full increase they had requested, and Società Traforo del
Monte Bianco, which was not concerned by the above-mentioned ANAS measures as it comes under a
different agreement regime) are appealing the measures introduced by ANAS SpA, the Ministry of
Infrastructure and the Ministry of the Economy and Finance before the Regional Administrative Court. The
companies are also seeking compensation for the related damages.
Strada dei Parchi S. p. A.: tariff increases for 2006 and appeal brought by Lazio
Regional Authority
Lazio Regional Administrative Court, in the sentence filed on 5 October 2006, upheld the appeal brought by
Lazio Regional Authority against the toll increase of 5.87% applied from 1 January 2006 on the A24 and
A25 motorways operated under concession by Strada dei Parchi SpA
347
On 18/19 October 2006 Strada dei Parchi SpA thus notified the Lazio Regional Authority, the Ministry of
Infrastructure and ANAS SpA of an appeal lodged with the Council of State requesting cancellation of the
sentence handed down by the Lazio Regional Administrative Court and suspension of its application.
In a letter of 20 October 2006 ANAS SpA formally requested Strada dei Parchi SpA to bring tariffs into line
with the previous levels of 1 January 2006, in compliance with the sentence. Strada dei Parchi applied this
tariff adjustment on 28 October 2006.
In a ruling filed on 8 November 2006 the Council of State upheld the preliminary injunction submitted by
Strada dei Parchi SpA, suspended application of the Lazio Regional Administrative Court’s sentence,
recognising on the one hand that the appeal contained “aspects deserving positive assessment”, and on
the other that execution of the sentence handed down by the Lazio Regional Administrative Court caused
“serious and irreparable damage” to Strada dei Parchi SpA.
As a result of the Council of State’s ruling, tolls on the A24 and A25 motorways – which, following the
request from ANAS, Strada dei Parchi SpA had reduced to the levels applied before 1 January 2006 - were
restored to their previous levels on 13 November 2006.
In a subsequent sentence filed on 31 January 2007, the Council of State pronounced final judgment on the
dispute, upholding the appeal lodged by Strada dei Parchi SpA, and thereby cancelling the sentence
handed down by the Lazio Regional Administrative Court.
In particular, the Council of State upheld the grounds for the appeal lodged by Strada dei Parchi SpA
regarding the Lazio Regional Authority’s lack of legitimacy in taking action.
The sentence also deals with the merits of the dispute – namely the correlation between tariff increases and
the state of completion of investments recognised by the Lazio Regional Administrative Court – even
though it “exclusively regards a completion requirement”. In this regard, the sentence lays down general
principles for the whole motorway sector.
In detail, it stipulates that:
• in the concession arrangement between ANAS and Strada dei Parchi “the commitments between the
parties as a whole were certainly not limited to investment obligations”;
• the obligation to carry out investments “was only one of many contractual commitments, regarding
which the importance and significance, as well as the duration and who is responsible for them, should
in any case be assessed (article 1218 of the Italian Civil Code), for the purpose of ascertaining whether
non-compliance took place”.
• “the censure put forward by the Lazio Regional Authority is groundless, unconvincing and not proven …
partly because a portion of the investment has been carried out and a portion has been planned”.
ANAS request of 16 March 2007 regarding provisions in the financial statements
In a letter dated 16 March 2007, ANAS SpA, as in the previous year, requested all motorway
concessionaires to “make appropriate provisions corresponding to the accrued financial benefits deriving
from delays in carrying out planned investments” in their financial statements for 2006.
Autostrade per l’Italia SpA and the Group’s other motorway concessionaires intend to appeal with a view to
cancelling the above ruling by ANAS SpA.
In this regard, the assumed financial benefits deriving from delays in carrying out investments, as estimated
by Autostrade per l’Italia SpA at 31 December 2005 and notified to ANAS SpA during 2006, amount to
approximately €49 million.
At 31 December 2006 Autostrade per l’Italia SpA’s equity contains reserves and retained earnings totalling
€1,086 million, a far higher amount than the financial benefits estimated at 31 December 2005 and any
further financial benefits that may assumed to have accrued in 2006.
Request for clarification from ANAS regarding recent press comments
On 15 March 2007 press agencies reported comments by the Minister of Infrastructure, who was rumoured
to have asked ANAS “to initiate procedures provided for in the existing concession arrangements, under
which one year after formal notice of breach of contract has been notified, unless the breach has been
resolved, the related agreement is terminated”. Also according to the above press agencies, the Minister
has “already initiated procedures that will lead to formal notice of a serious beach of contract by June of this
year”, adding that the initiative regards “4 or 5 concessionaires who, one year from now, not only risk
seeing any tariff increases turned down but their concessions revoked”.
In response to these reports, Autostrade per l’Italia SpA, in a letter sent to ANAS SpA on 15 March 2007,
noted that “the Board of Directors of the undersigned company must approved its financial statements for
the year ended 31 December 2006 by 28 March 2007, whilst the Group’s holding company, Autostrade
SpA, a listed company, is similarly obliged to approve its consolidated financial statements”.
348
In the same letter Autostrade per l’Italia SpA also specified that “the Directors are obliged to include all
material information known to them up to the above date of 28 March 2007 in the financial statements”.
As a result of the above, Autostrade per l’Italia requested ANAS to inform the Company “if the initiative
referred to be the Minister, relating to 4 or 5 concessionaires, involves Autostrade per l’Italia or any of the
concessionaires it controls”.
In a latter dated 23 March 2007, ANAS acknowledged Autostrade per l’Italia SpA’s letter of 15 March 2007,
stating that “the procedure for giving notice of a serious beach of the existing concession arrangement –
including with regard to the resulting effects – is governed by the Concession Agreement and, insofar as
applicable, by Law 241 of 7 August 1990 and subsequent amendments, and therefore also by articles 7
and 8 of this law. Naturally without prejudicing the outcome of the legal action pending before the Civil
Court of Rome (R.G. 82307/2006)”.
Autostrade per l’Italia SpA and its subsidiaries have so far not received notice of such a procedure being
initiated, as required by the Concession Agreement and/or the above Law 241/90.
Law 286/2006 - Economic and financial effects
The economic and financial effects of the eventual application of Law 286/2006 (as subsequently added to
and amended) are not currently quantifiable, in that:
•
•
the regulations and resulting implementation measures contain elements of law that, based on the
outcomes of pending appeals and legal actions, including those undertaken at EU level, may not
actually be applicable;
the regulations and resulting implementation measures, above all those deriving from CIPE Ruling
1/2007, contain elements that are so vaguely defined as to render it impossible to carry out any
reasonable quantification of their impact if actually applied.
349
39.
MATERIAL EVENTS AFTER 31 DECEMBER 2006
This section provides information on material events after 31 December 2006, excluding the corporate,
regulatory and legal aspects already described in Note 48, to which reference should be made.
Stalexport
On 14 February 2007 a general meeting of Stalexport’s shareholders approved a capital increase of €89.5
million reserved to Autostrade at a price of 2.2458 zlotys per share. As a result, in accordance with the
agreements executed, Autostrade will have a controlling interest of 50% plus one share in the company
after the increase, in return for the investment of a further €52 million (in addition to the previous investment
of approximately €17 million in order to acquire 21.7% of the company). Autostrade SpA paid for the new
shares on 27 March 2007. Having acquired a controlling stake of 50% plus one share, under Polish law
Autostrade is required to launch a public tender offer to purchase up to 66% of the company’s share capital.
Restructuring
The Board has approved a restructuring plan to be proposed to the General Meeting of shareholders. The
plan is designed to provide clearer distinction between the roles of Autostrade SpA and Autostrade per
l'Italia SpA within the Group. As a result, Autostrade SpA has the exclusive role of holding company with
responsibility for growth strategies, whilst Autostrade per l’Italia will maintain its role as an operating parent
company involved in the management of infrastructure under concession.
40.
FINANCIAL HIGHLIGHTS OF THE COMPANY’S SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES
The following highlights have been extracted from the financial statements of Autostrade SpA’s investee
companies. Subsidiaries, associates and joint ventures end their financial years on 31 December. The
latest available financial statements approved by the respective boards of directors are those prepared for
the year ended 31 December 2006 (unless otherwise indicated).
The associate, Autostrade Sud America Srl, was incorporated in 2006 and the financial statements for 2006
are not yet available. Data for this company is not, therefore, included.
With the exception of Autostrade per l’Italia and Stalexport, which prepare their financial statements under
IFRS, and Autostrade Participations, which prepares its financial statements under Luxembourg GAAP, the
other companies prepare their financial statements under Italian GAAP.
350
351
352
353
Sono infine di seguito presentati i principali dati patrimoniali ed economici delle società controllate
indirettamente da Autostrade S.p.A..
354
355
356
357
358
359
360
ANNEXES
ANNEX 1
TRANSITION TO INTERNATIONAL FINANCING REPORTING STANDARD (IFRS)
(Italian version)
„
Situazione patrimoniale al 1° gennaio 2005 ed al 31 dicembre 2005
„
Conto economico e rendiconto finanziario dell’esercizio 2005
361
Indice
Premessa ...................................................................................................................................363
1) Principi contabili utilizzati e regole applicate in sede di prima adozione degli IFRS...........365
2) Riconciliazione del patrimonio netto al 1° gennaio 2005 ed al 31 dicembre 2005
e del risultato dell’esercizio 2005 ........................................................................................371
3) Riconciliazione della situazione patrimoniale al 1° gennaio 2005 ed
al 31 dicembre 2005 e del conto economico dell’esercizio 2005........................................375
3.1 Note di commento alle principali riclassifiche e rettifiche alla
situazione patrimoniale al 1° gennaio 2005 ................................................................379
3.2 Note di commento alle principali riclassifiche e rettifiche alla
situazione patrimoniale al 31 dicembre 2005..............................................................384
3.3 Note di commento alle principali riclassifiche e rettifiche del conto
economico dell’esercizio chiuso al 31 dicembre 2005 ................................................388
4) Riconciliazione del rendiconto finanziario dell’esercizio 2005 e della posizione
finanziaria netta al 1° gennaio 2005 ed al 31 dicembre 2005 .............................................390
362
Premessa
Fino all’esercizio chiuso al 31 dicembre 2004 Autostrade S.p.A. (nel seguito anche
“Capogruppo” o “Società”) ha elaborato il bilancio d’esercizio e quello consolidato di Gruppo
sulla base delle norme di legge che disciplinano il bilancio d’esercizio, interpretate e integrate dai
principi contabili emessi dai Consigli Nazionali dei Dottori Commercialisti e dei Ragionieri, così
come modificati dall’OIC – Organismo Italiano di Contabilità, nonché dai documenti emessi
direttamente dall’OIC (nel seguito “Precedenti Principi Contabili”).
A seguito dell’entrata in vigore del Regolamento europeo n. 1606 del luglio 2002, la Società, in
quanto quotata presso il mercato telematico ordinario organizzato e gestito da Borsa Italiana
S.p.A. e in ottemperanza:
ƒ al D. Lgs. n. 38/2005, relativo al recepimento in Italia del citato Regolamento europeo,
ƒ al Regolamento Emittenti n. 11971/1999, così come modificato dalla Consob con Delibera n.
14990 del 14 aprile 2005,
ha adottato, a partire dal 1° gennaio 2005, i Principi Contabili Internazionali emessi
dall’International Accounting Standard Board (di seguito anche IFRS) ai fini della predisposizione
del bilancio consolidato di Gruppo e, pertanto, ha presentato al 31 dicembre 2005 il primo
bilancio consolidato completo redatto in conformità agli IFRS.
Così come consentito dalla citata normativa, ai fini della predisposizione del bilancio d’esercizio,
la Società ha scelto di adottare gli IFRS a partire dal 1° gennaio 2006 e, pertanto, presenta il
primo bilancio d’esercizio completo redatto in conformità agli IFRS al 31 dicembre 2006.
Pertanto, nell’ambito del processo di transizione agli IFRS e ai fini della redazione del bilancio
d’esercizio al 31 dicembre 2006 secondo tali principi, si è reso necessario provvedere alla
predisposizione dei prospetti di riconciliazione previsti dai paragrafi 39 e 40 del principio
contabile internazionale IFRS 1 – Prima adozione degli IFRS, costituiti dai seguenti documenti
contabili:
ƒ
ƒ
ƒ
ƒ
situazione patrimoniale alla data di transizione agli IFRS (1° gennaio 2005);
situazione patrimoniale al 31 dicembre 2005;
conto economico dell’esercizio 2005;
rendiconto finanziario dell’esercizio 2005.
Il presente documento, come richiesto dall’IFRS1 – Prima adozione degli IFRS – e dall’art 82 bis
del citato Regolamento Emittenti, ha l’obiettivo di presentare la riconciliazione, con le relative
note di commento, tra le situazioni contabili elaborate da Autostrade S.p.A. sulla base dei
principi contabili internazionali IFRS e le corrispondenti situazioni predisposte in base ai
Precedenti Principi Contabili (situazione patrimoniale della Società al 1° gennaio 2005 ed al 31
dicembre 2005, conto economico dell’esercizio 2005), nonché di presentare gli effetti della
transizione agli IFRS adottati dall’Unione Europea, applicabili ad Autostrade S.p.A., ai sensi
dell’art. 4 del D. Lgs n. 38/2005, nella redazione del bilancio d’esercizio al 31 dicembre 2006;
pertanto, non sono inclusi tutti i prospetti, le informazioni comparative e le note esplicative che
sarebbero richiesti per una completa rappresentazione della situazione patrimoniale-finanziaria e
del risultato economico della Società in conformità ai principi IFRS.
Si evidenzia che, contestualmente alla pubblicazione della Relazione semestrale consolidata al
30 giugno 2006, la Società aveva provveduto alla redazione di un documento di “Transizione ai
principi contabili internazionali (IFRS)”, assoggettato a revisione da parte della KPMG S.p.A.,
che differisce da quello riportato nel presente documento in quanto, in linea con la scelta
operata per la redazione del bilancio consolidato IFRS dell’esercizio 2005, si era optato allora
per il criterio di iscrizione diretta al conto economico d’esercizio degli utili e delle perdite attuariali
363
legati alla valutazione del TFR sulla base della metodologia stabilita dallo IAS 19. Tale criterio è
stato applicato fino alla predisposizione della Relazione trimestrale consolidata al 30 settembre
2006. Viceversa, in sede di predisposizione del bilancio consolidato e del bilancio separato di
Autostrade S.p.A. per l’esercizio chiuso al 31 dicembre 2006, al fine di usufruire dell’opportunità
prevista dall’emendamento allo IAS 19, emesso dallo IASB a dicembre 2004, i citati utili o
perdite attuariali sono stati riflessi direttamente quale variazione del patrimonio netto, come
consentito dal paragrafo 93A dello IAS 19. L’applicazione di tale differente criterio non ha
comportato impatti sul patrimonio netto complessivo, ma solo sulla sua composizione, in quanto
risultano influenzati, per importi non significativi, il risultato dell’esercizio 2005, che risulta
superiore per 344 migliaia di euro (al netto dell’effetto fiscale di 169 migliaia di euro) e la voce
delle “Riserve e utili a nuovo” che risulta inferiore per il medesimo importo.
Pertanto, il presente documento sostituisce il documento di “Transizione ai principi contabili
internazionali (IFRS)” approvato dal Consiglio di Amministrazione dell’8 settembre 2006 ed
allegato alla Relazione semestrale consolidata al 30 giugno 2006.
364
1
Principi contabili utilizzati e regole applicate in sede di prima adozione
degli IFRS
Le situazioni patrimoniali della Società al 1° gennaio 2005 ed al 31 dicembre 2005 ed il conto
economico dell’esercizio 2005 elaborati in base agli IFRS derivano dal bilancio d’esercizio di
Autostrade S.p.A. chiuso al 31 dicembre 2005 predisposto in conformità ai Precedenti Principi
Contabili apportando ai relativi dati le rettifiche e riclassifiche necessarie per rendere tali
documenti contabili conformi ai criteri di presentazione, rilevazione e valutazione previsti dagli
IFRS.
Le rettifiche apportate ed evidenziate nei prospetti allegati sono state determinate sulla base
degli International Financial Reporting Standards (IFRS), emanati dall’International Accounting
Standard Board e omologati dalla Commissione Europea, in vigore alla data del 31 dicembre
2006, che comprendono le interpretazioni emesse dall’International Financial Reporting
Interpretations Committee (IFRIC), nonché i precedenti International Accounting Standards (IAS)
e le interpretazioni dello Standard Interpretations Commettee (SIC) ancora in vigore a tale data.
Per semplicità, l’insieme di tutti i principi e delle interpretazioni di riferimento sopra elencati sono
di seguito definiti come gli “IFRS”.
Regole di prima applicazione adottate in fase di transizione agli IFRS
Per l’adozione dei principi contabili internazionali la Società ha applicato quanto disposto
dall’IFRS 1.
In particolare, così come stabilito dal paragrafo 25 di tale principio, poiché la Società procede
alla transizione agli IFRS ai fini della predisposizione del proprio bilancio separato avendo già
provveduto alla predisposizione del bilancio consolidato completo sulla base degli IFRS, le
attività e passività della Società sono determinate in conformità ai medesimi principi contabili
internazionali ed eventuali esenzioni utilizzati nell’ambito della situazione contabile predisposta
ai fini della transazione agli IFRS del consolidato e quindi al 1° gennaio 2004, e
conseguentemente iscritte ai medesimi importi, ad eccezione delle rettifiche relative al processo
di consolidamento.
Si elencano di seguito le principali scelte effettuate dalla Società, ivi incluse le esenzioni previste
dall’IFRS 1 ed applicabili alla Società, con l’indicazione di quelle utilizzate nella redazione della
situazione patrimoniale di apertura al 1° gennaio 2005:
ƒ
aggregazioni di imprese: non è stato applicato l’IFRS 3 in modo retrospettivo alle operazioni
di aggregazione di imprese intervenute prima della data di transizione agli IFRS. Pertanto, le
aggregazioni d’imprese intervenute sino al 1° gennaio 2004 rimangono contabilizzate sulla
base dei Precedenti Principi Contabili;
ƒ
valutazione degli immobili, impianti e macchinari e delle attività immateriali al fair value o, in
alternativa, al costo rivalutato come valore sostitutivo del costo: per tutte le categorie di
cespiti è stato utilizzato il costo. Inoltre, tenuto conto di quanto indicato al punto precedente
circa le aggregazioni d’imprese, per i cespiti acquisiti attraverso tali aggregazioni è stato
utilizzato il costo determinato sulla base dei Precedenti Principi Contabili quale valore
sostitutivo del costo. Per nessuna categoria di cespiti è stato adottato il fair value;
ƒ
benefici per i dipendenti: tutti gli utili e le perdite attuariali cumulati esistenti al 1° gennaio
2004 sono stati iscritti integralmente alla data di transizione agli IFRS.
Inoltre, si evidenzia che, analogamente agli schemi adottati per il bilancio consolidato, lo stato
patrimoniale è presentato in base allo schema che prevede la distinzione delle attività e delle
passività in correnti e non correnti mentre nel prospetto di conto economico i costi sono
presentati utilizzando la classificazione basata sulla natura degli stessi; ciò ha comportato la
365
riclassifica delle voci contenute nei bilanci degli esercizi precedenti, elaborati secondo gli schemi
previsti dagli artt. 2424 e 2425 del Codice Civile.
Principi contabili utilizzati
Fermo restando quanto descritto nel paragrafo precedente circa le esenzioni adottate previste
dall’IFRS 1, i principali criteri di valutazione adottati sono descritti nel seguito.
Attività materiali
Le attività materiali, anche se acquisite attraverso contratti di leasing finanziario, sono rilevate al
costo storico, comprensivo degli eventuali oneri accessori di diretta imputazione, nonché degli
oneri finanziari sostenuti nel periodo di realizzazione dei beni. I beni acquisiti attraverso
aggregazioni di imprese intervenute prima del 1° gennaio 2004 sono stati iscritti al valore
contabile preesistente, determinato in base ai Precedenti Principi Contabili nell’ambito di tali
aggregazioni, quale valore sostitutivo del costo.
Il costo, come sopra determinato, dei cespiti la cui utilizzazione è limitata nel tempo è
sistematicamente ammortizzato in ogni esercizio a quote costanti sulla base della stimata vita
economico-tecnica, attraverso l’utilizzo di aliquote di ammortamento atte a rappresentare la
stimata vita utile dei beni. Qualora parti significative di tali attività materiali abbiano differenti vite
utili, tali componenti sono contabilizzate separatamente. I terreni, sia liberi da costruzione, sia
annessi a fabbricati civili e industriali, non sono ammortizzati in quanto elementi a vita utile
illimitata.
In sintesi, le aliquote di ammortamento utilizzate sono quelle riportate nella seguente tabella:
Aliquota annua
di ammortamento
Descrizione
Fabbricati
Altri beni (mobili e arredi)
3%
12%
Come precedentemente richiamato, i beni patrimoniali acquistati con contratto di leasing
finanziario sono contabilizzati come attività materiali, in contropartita del relativo debito, a un
valore pari al relativo fair value o, se inferiore, al valore attuale dei pagamenti minimi dovuti
contrattualmente. Il costo del canone è scomposto nelle sue componenti di onere finanziario,
contabilizzato a conto economico, e di rimborso del capitale, iscritto a riduzione del debito
finanziario.
In presenza di indicatori specifici circa il rischio di mancato recupero del valore di carico delle
attività materiali, queste sono sottoposte ad una verifica per rilevarne eventuali perdite di valore
(“impairment test”), così come descritto nello specifico paragrafo.
Il bene non è più esposto in bilancio a seguito della cessione o quando non sussistano benefici
economici futuri attesi dall'uso e l'eventuale perdita o utile (calcolata come differenza tra il valore
di cessione e il valore di carico) è rilevata a conto economico nel periodo della suddetta
eliminazione.
I contributi ricevuti a fronte di investimenti relativi ai beni gratuitamente devolvibili sono rilevati al
fair value quando vi è la ragionevole certezza che saranno ricevuti e che saranno rispettate le
condizioni previste per l’ottenimento degli stessi; questi sono portati a deduzione delle attività
materiali e concorrono, in diminuzione, al calcolo delle quote di ammortamento.
366
Attività immateriali
Le attività immateriali sono rilevate al costo, determinato secondo le stesse modalità indicate per
le attività materiali.
Le attività immateriali a vita utile definita sono ammortizzate, a partire dal momento in cui
l’attività è disponibile per l’uso, sulla base della loro residua possibilità di utilizzazione, in
relazione alla vita utile del bene.
Gli utili o le perdite derivanti dall'alienazione di una attività immateriale sono determinate come
differenza tra il valore di dismissione e il valore di carico del bene e sono rilevate a conto
economico al momento dell'alienazione.
Investimenti immobiliari
Gli immobili posseduti al fine di conseguire canoni di locazione e/o un apprezzamento degli
stessi nel tempo, piuttosto che per l’uso nella produzione o nella fornitura di beni e servizi, sono
classificati come “investimenti immobiliari” e sono rilevati al costo, determinato secondo le
stesse modalità indicate per le attività materiali. Per tali attività è inoltre indicato il relativo fair
value.
Partecipazioni
Le partecipazioni in imprese controllate e collegate sono valutate al costo.
Le partecipazioni in altre imprese sono valutate al fair value, con imputazione degli effetti a conto
economico; qualora il fair value non possa essere attendibilmente determinato, tali
partecipazioni sono valutate al costo.
Tale valore è rettificato nei casi in cui sia accertata l'esistenza di perdite di valore, identificate
come descritto nella sezione relativa alle “Riduzioni di valore delle attività”. Qualora vengano
meno i motivi delle svalutazioni effettuate, il valore delle partecipazioni è ripristinato nei limiti
delle svalutazioni effettuate con l’imputazione del relativo effetto a conto economico.
Il rischio derivante da eventuali perdite eccedenti il valore di carico della partecipazione è
rilevato in un apposito fondo del passivo nella misura in cui la partecipante è impegnata ad
adempiere a obbligazioni legali o implicite nei confronti dell’impresa partecipata o comunque a
coprire le sue perdite.
Le partecipazioni destinate alla vendita o alla liquidazione nel breve termine sono esposte tra le
attività correnti, al minore tra il valore di carico ed il fair value, al netto di eventuali costi di
vendita.
Crediti e debiti
I crediti sono inizialmente iscritti al fair value e successivamente valutati al costo ammortizzato,
usando il metodo del tasso di interesse effettivo, al netto delle relative perdite di valore riferite
alle somme ritenute inesigibili, iscritte in appositi fondi di svalutazione rettificativi. La stima delle
somme ritenute inesigibili è effettuata sulla base del valore dei flussi di cassa futuri attesi.
I crediti commerciali, la cui scadenza rientra nei normali termini commerciali, non sono
attualizzati.
I debiti sono iscritti al costo ammortizzato, usando il metodo del tasso di interesse effettivo. I
debiti commerciali, la cui scadenza rientra nei normali termini commerciali, non sono attualizzati.
I crediti e debiti in valuta diversa dall’euro sono allineati ai cambi di fine esercizio.
Disponibilità liquide e mezzi equivalenti
Le disponibilità liquide ed i mezzi equivalenti sono iscritti al valore nominale e comprendono i
valori che possiedono i requisiti della alta liquidità, della disponibilità a vista o a brevissimo
termine, del buon esito e di un irrilevante rischio di variazione del loro valore.
Attività e passività finanziarie
Le attività finanziarie, per cui esiste l’intenzione e la capacità da parte della società di essere
mantenute sino alla scadenza, e le passività finanziarie sono iscritte al costo, rilevato alla data di
regolamento, rappresentato dal fair value del corrispettivo iniziale dato in cambio, incrementato
nel caso delle attività e diminuito nel caso delle passività degli eventuali costi di transazione (es.
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commissioni, consulenze, ecc.) direttamente attribuibili alla acquisizione dell’attività e
all’emissione della passività finanziaria. Successivamente alla rilevazione iniziale, le attività e le
passività finanziarie sono valutate con il criterio del costo ammortizzato, utilizzando il metodo del
tasso di interesse effettivo originale.
Le attività e le passività finanziarie non sono più esposte in bilancio quando, per effetto della loro
cessione o estinzione, la Società non è più coinvolta nella loro gestione, né detiene rischi e
benefici relativi a tali strumenti ceduti/estinti.
Strumenti finanziari derivati
La Società detiene strumenti finanziari derivati allo scopo di coprire la propria esposizione al
rischio di variazione dei tassi di interesse e dei cambi delle proprie attività e passività finanziarie.
Coerentemente con la policy prescelta, la Società non pone in essere operazioni su derivati a
scopi speculativi.
Tutti gli strumenti finanziari derivati sono esposti nelle situazioni patrimoniali in base al loro fair
value in essere alla relativa data di chiusura.
I derivati sono classificati come strumenti di copertura quando la relazione tra il derivato e
l’oggetto della copertura è formalmente documentata e l’efficacia della copertura, verificata
inizialmente e periodicamente, è elevata e risulta compresa tra l’80% e il 125%. Per tali
strumenti, che coprono il rischio di variazione dei flussi di cassa degli strumenti oggetto di
copertura (“cash flow hedge”), le variazioni del fair value sono rilevate a patrimonio netto;
l’eventuale parte di copertura non efficace è imputata al conto economico.
Le variazioni del fair value dei derivati che non soddisfano le condizioni per essere qualificati ai
sensi dello IAS 39 come di copertura sono rilevate a conto economico.
Benefici per i dipendenti
La passività relativa ai benefici a breve termine garantiti ai dipendenti, erogati nel corso del
rapporto di lavoro, è iscritta per l’ammontare maturato alla data di chiusura dell’esercizio.
La passività relativa ai benefici garantiti ai dipendenti erogati in coincidenza o successivamente
alla cessazione del rapporto di lavoro attraverso programmi a benefici definiti, rappresentati dal
Trattamento di Fine Rapporto di lavoro subordinato, è iscritta nel periodo di maturazione del
diritto, al netto delle eventuali attività al servizio del piano e delle anticipazioni corrisposte, ed è
determinata sulla base di ipotesi attuariali e rilevata per competenza coerentemente alle
prestazioni di lavoro necessarie per l’ottenimento dei benefici; la valutazione della passività è
effettuata da attuari indipendenti.
Gli utili e le perdite derivanti dall'effettuazione del calcolo attuariale sono interamente imputati a
patrimonio netto nell’esercizio di riferimento.
Fondi per accantonamenti
I fondi per accantonamenti sono rilevati quando si è in presenza di una obbligazione attuale
(legale o implicita) nei confronti di terzi che deriva da un evento passato, qualora sia probabile
un esborso di risorse per soddisfare l'obbligazione e possa essere effettuata una stima
attendibile dell'ammontare dell'obbligazione.
Gli accantonamenti sono iscritti al valore rappresentativo della migliore stima dell’ammontare
che l’impresa pagherebbe per estinguere l’obbligazione ovvero per trasferirla a terzi alla data di
chiusura dell’esercizio. Se l'effetto di attualizzazione del valore del denaro è significativo, gli
accantonamenti sono determinati attualizzando i flussi finanziari futuri attesi ad un tasso di
sconto che riflette la valutazione corrente del mercato del costo del denaro in relazione al tempo.
Quando è effettuata l'attualizzazione, l'incremento dell'accantonamento dovuto al trascorrere del
tempo è rilevato come onere finanziario.
Attività cessate e/o incluse in gruppi in dismissione
Le attività o gruppi di attività e passività significative, il cui valore contabile sarà recuperato
principalmente attraverso la vendita anziché attraverso l’utilizzo continuativo, sono presentate
separatamente dalle altre attività e passività dello stato patrimoniale.
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Immediatamente prima di essere classificate come destinate alla vendita, esse sono rilevate in
base allo specifico IFRS di riferimento applicabile a ciascuna attività e passività, e
successivamente iscritte al minore tra il valore contabile ed il presunto fair value, al netto dei
relativi costi di vendita. Eventuali perdite sono rilevate immediatamente nel conto economico.
Le operazioni economiche relative alle attività operative cessate o in corso di dismissione, al
netto dei relativi effetti fiscali, sono esposte in un’unica voce del conto economico.
Ricavi
I ricavi sono rilevati nella misura in cui è possibile determinarne attendibilmente il valore (fair
value) ed è probabile che i relativi benefici economici saranno fruiti. Secondo la tipologia di
operazione, i ricavi sono rilevati sulla base dei criteri specifici di seguito riportati:
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i ricavi delle vendite di beni sono rilevati quando i rischi e benefici significativi della proprietà
dei beni sono trasferiti all’acquirente;
i ricavi per la prestazione di servizi sono rilevati con riferimento allo stadio di completamento
delle attività. Nel caso in cui non sia possibile determinare attendibilmente il valore dei ricavi,
questi ultimi sono rilevati fino a concorrenza dei costi sostenuti che si ritiene saranno
recuperati;
i ricavi per canoni attivi sono rilevati lungo il periodo di maturazione, sulla base degli accordi
contrattuali sottoscritti.
I proventi per interessi (così come gli oneri per interessi) sono rilevati per competenza sulla base
degli interessi maturati sul valore delle relative attività e passività finanziarie, utilizzando il tasso
di interesse effettivo.
I dividendi sono rilevati quando sorge il diritto della Società a riceverne il pagamento.
Imposte sul reddito
Sono iscritte sulla base di una stima realistica degli oneri di imposta da assolvere, in conformità
alle disposizioni in vigore, tenendo conto delle esenzioni applicabili.
Il debito relativo all’IRAP, da versare direttamente all’Amministrazione Finanziaria, è esposto tra
le passività correnti dello stato patrimoniale nella voce “Passività per imposte correnti”, al netto
degli acconti versati. L’eventuale sbilancio positivo è iscritto tra le attività correnti nella voce
“Attività per imposte correnti”.
Le imposte anticipate e differite risultanti dalle differenze temporanee tra il valore di bilancio delle
attività e passività, determinato dall’applicazione dei criteri precedentemente descritti, e il valore
fiscale delle stesse, derivante dall’applicazione della normativa vigente, sono iscritte:
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le prime, solo se è probabile che ci sia un sufficiente reddito imponibile che ne consenta il
recupero;
le seconde, se esistenti, in ogni caso.
Riduzione di valore delle attività (impairment test)
Alla data di bilancio, il valore contabile delle attività materiali, immateriali e finanziarie è soggetto
a verifica per determinare se vi sono indicazioni che queste attività abbiano subito perdite di
valore.
Qualora queste indicazioni esistano, si procede alla stima dell’ammontare recuperabile di tali
attività, per determinare l’importo della svalutazione. Per le eventuali attività immateriali a vita
utile indefinita e per quelle in corso di realizzazione, l’impairment test sopra descritto è effettuato
almeno annualmente, indipendentemente dal verificarsi o meno di eventi che facciano
presupporre una riduzione di valore, o più frequentemente nel caso in cui si verifichino eventi o
cambiamenti di circostanze che possano far emergere eventuali riduzioni di valore.
Qualora non sia possibile stimare il valore recuperabile di una attività individualmente, la stima
del valore recuperabile è compresa nell’ambito della unità generatrice di flussi finanziari a cui
l’attività appartiene.
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Tale verifica consiste nella stima del valore recuperabile dell’attività (rappresentato dal maggiore
tra il presumibile valore di mercato, al netto dei costi di vendita, e il valore d'uso) e nel confronto
con il relativo valore netto contabile. Se quest’ultimo risulta superiore, le attività sono svalutate
fino a concorrenza del valore recuperabile.
Nel determinare il valore d'uso, i flussi finanziari futuri attesi ante imposte sono attualizzati
utilizzando un tasso di sconto, ante imposte, che riflette la stima corrente del mercato riferito al
costo del capitale in funzione del tempo e dei rischi specifici dell'attività. Le perdite di valore
sono contabilizzate nel conto economico fra i costi per svalutazioni. Tali perdite di valore sono
ripristinate, ad eccezione che per l’avviamento, nei limiti delle svalutazioni effettuate, nel caso in
cui vengano meno i motivi che le hanno generate, con l’imputazione del relativo effetto a conto
economico.
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2
Riconciliazione del patrimonio netto al 1° gennaio 2005 ed al 31
dicembre 2005 e del risultato dell’esercizio 2005
Si riporta di seguito il prospetto di riconciliazione del patrimonio netto della Società al 1° gennaio
2005 ed al 31 dicembre 2005 e del risultato dell’esercizio 2005, che evidenzia:
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i valori determinati secondo i Precedenti Principi Contabili;
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le rettifiche per l’adeguamento ai principi IFRS;
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i valori determinati secondo gli IFRS.
Inoltre, sono fornite le note di commento alle principali rettifiche apportate al patrimonio netto ed
al risultato dell’esercizio.
Per effetto della transizione ai principi IFRS tutte le attività e le passività sono state rideterminate
nei valori che si sarebbero originati qualora i principi IFRS fossero stati applicati
retrospettivamente sin dal momento di origine delle operazioni, tenuto conto delle esenzioni
previste dall’IFRS 1 e descritte nel capitolo precedente. Il passaggio agli IFRS ha pertanto
comportato il mantenimento delle stime precedentemente formulate secondo i Precedenti
Principi Contabili, salvo che l’adozione dei principi contabili IFRS non abbia richiesto la
formulazione di stime secondo metodologie differenti.
Gli effetti della transizione agli IFRS derivano da cambiamenti di principi contabili e, di
conseguenza, sono stati riflessi nel patrimonio netto iniziale alla data di transizione (1° gennaio
2005) ed aggiornati al 31 dicembre 2005 sulla base degli effetti prodotti nel conto economico
dell’esercizio 2005.
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Note di commento alle principali rettifiche
a) Attualizzazione delle attività e passività non correnti
I Precedenti Principi Contabili prevedono l’attualizzazione dei soli crediti che contengono un
interesse implicito, mentre gli IFRS prevedono che tutte le attività e le passività non correnti
siano attualizzate nel caso in cui l’effetto sia rilevante.
Pertanto, si è provveduto all’attualizzazione di taluni crediti vantati nei confronti di terzi, che ha
comportato un effetto negativo pari a 832 migliaia di euro al 1° gennaio 2005 (al lordo dell’effetto
fiscale di 275 migliaia di euro) ed a 248 migliaia di euro al 31 dicembre 2005 (al lordo dell’effetto
fiscale di 82 migliaia di euro) ed un effetto positivo sul conto economico dell’esercizio 2005 pari a
584 migliaia di euro, al lordo dell’effetto fiscale di 193 migliaia di euro.
L’impatto sul patrimonio netto al 1° gennaio ed al 31 dicembre 2005 è quindi pari,
rispettivamente, a 557 migliaia di euro e 166 migliaia di euro.
b) Valutazione al fair value degli strumenti finanziari derivati di copertura e costo ammortizzato
delle passività finanziarie
In base allo IAS 39 è previsto che gli strumenti finanziari derivati devono essere valutati ed
iscritti in bilancio al valore di mercato (mark to market) in essere alla data di chiusura
dell’esercizio.
I Precedenti Principi Contabili non prevedono, invece, l’iscrizione in bilancio degli strumenti
finanziari derivati di copertura se non per la componente relativa al premio pagato, mentre gli
strumenti derivati non classificabili come di copertura sono da iscrivere al minore tra il costo ed il
valore di mercato.
Con riferimento alle passività finanziarie, lo IAS 39 prevede inoltre che queste debbano essere
valutate tramite il metodo del costo ammortizzato, determinandone il relativo tasso di interesse
effettivo (tenendo quindi conto sia degli interessi espliciti, sia degli oneri accessori sostenuti in
relazione all’accensione di tali passività). A tal fine, in base ai Precedenti Principi Contabili gli
oneri sostenuti in relazione all’accensione dei mutui e delle altre passività finanziarie a mediolungo termine sono iscritti, secondo la loro natura, tra le immobilizzazioni immateriali o tra i ratei
e risconti attivi, ed ammortizzati in relazione al piano di ammortamento della relativa passività.
Gli IFRS non consentono l’iscrizione di tali oneri tra le attività immateriali e lo IAS 39 prevede
che debbano essere classificati a riduzione delle relative passività.
Pertanto, si è proceduto:
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all’iscrizione in bilancio, alla data del 1° gennaio 2005 e del 31 dicembre 2005, di attività
pari, rispettivamente, a 272.968 migliaia di euro e 269.627 migliaia di euro e di passività pari
a 239.799 migliaia di euro e 201.300 migliaia di euro, corrispondenti al valore di mercato
degli strumenti finanziari derivati di copertura delle attività e passività finanziarie dal rischio
di variazione dei tassi di interesse e dei cambi, detenuti dalla Società. L’impatto positivo sul
patrimonio netto al 1° gennaio 2005 ed al 31 dicembre 2005 è pari, rispettivamente, a
22.223 migliaia di euro (al netto dell’effetto fiscale correlato di 10.946 migliaia di euro) e
45.779 migliaia di euro (al netto dell’effetto fiscale correlato di 22.548 migliaia di euro);
alla rideterminazione del valore delle passività finanziarie, che si riducono di 759 migliaia di
euro al 1° gennaio 2005 e di 1.974 migliaia di euro al 31 dicembre 2005, sulla base della
metodologia del costo ammortizzato, con un impatto positivo sul patrimonio netto al 1°
gennaio 2005 pari a 509 migliaia di euro ed al 31 dicembre 2005 pari a 1.322 migliaia di
euro, al netto dell’effetto fiscale correlato, pari, rispettivamente, a 250 migliaia di euro e 652
migliaia di euro. L’impatto sul risultato dell’esercizio 2005 è positivo per 813 migliaia di euro,
al netto dell’effetto fiscale di 402 migliaia di euro.
Oltre a tali rettifiche, l’applicazione dello IAS 39 ha comportato la riclassifica degli oneri
accessori precedentemente classificati tra le attività immateriali (32.074 migliaia di euro al 1°
gennaio 2005 e 29.351 migliaia di euro al 31 dicembre 2005) etra i ratei e risconti attivi (41.189
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migliaia di euro al 1° gennaio 2005 e 36.937 migliaia di euro al 31 dicembre 2005), che sono
stati portati a riduzione delle passività finanziarie (69.553 migliaia di euro al 1° gennaio 2005 e
62.267 migliaia di euro al 31 dicembre 2005) e tra le attività finanziarie (3.710 migliaia di euro al
1° gennaio 2005 e 4.022 migliaia di euro al 31 dicembre 2005).
c) Trattamento di Fine Rapporto di lavoro subordinato (TFR)
Come previsto dai Precedenti Principi Contabili, il TFR maturato dai lavoratori dipendenti è
stanziato in bilancio sulla base del valore nominale della passività determinato alla data di
chiusura del periodo.
In base allo IAS 19 l’istituto del TFR è configurabile quale piano a benefici definiti, soggetto a
valutazione attuariale in base a specifiche ipotesi demografiche ed economico-finanziarie
(relative alla popolazione aziendale) per esprimere il valore attuale del beneficio, erogabile al
termine del rapporto di lavoro, che i dipendenti hanno maturato alla data di bilancio. Come
consentito dallo IAS 19, tutti gli utili e le perdite attuariali alla data di transizione ed al 31
dicembre 2005 sono stati interamente rilevati.
A seguito della valutazione effettuata dall’attuario indipendente incaricato dal Gruppo, è stato
determinato un valore del TFR ricalcolato in base allo IAS 19 alla data del 1° gennaio 2005
inferiore per 30 migliaia di euro a quello precedentemente stanziato; al 31 dicembre 2005 il
ricalcolo ha evidenziato un valore in base allo IAS 19 superiore per 423 migliaia di euro rispetto
a quello nominale.
Conseguentemente l’impatto sul patrimonio netto al 1° gennaio 2005 è positivo per 20 migliaia di
euro e negativo al 31 dicembre 2005 per 284 migliaia di euro, al netto del relativo effetto fiscale
(rispettivamente 10 migliaia di euro e 139 migliaia di euro).
L’impatto sul risultato dell’esercizio 2005 risulta positivo per 60 migliaia di euro (al lordo
dell’effetto fiscale pari a 20 migliaia di euro) a seguito dell’iscrizione delle perdite attuariali
direttamente nel Patrimonio netto pari a 513 migliaia di euro (al lordo dell’effetto fiscale di 169
migliaia di euro).
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3
Riconciliazione della situazione patrimoniale al 1° gennaio 2005 ed al
31 dicembre 2005 e del conto economico dell’esercizio 2005
Si riportano di seguito i prospetti di riconciliazione della situazione patrimoniale della Società al
1° gennaio 2005 ed al 31 dicembre 2005 e del conto economico dell’esercizio 2005 che
evidenziano:
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i valori secondo i Precedenti Principi Contabili, riclassificati per tener conto degli schemi
IFRS presentati;
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le rettifiche e le riclassifiche per l’adeguamento ai principi IFRS.
Inoltre, sono fornite le note di commento alle principali rettifiche e riclassifiche apportate alle voci
patrimoniali ed economiche.
Relativamente al prospetto di riconciliazione del conto economico, si evidenzia che sono state
riportate in corsivo le voci “tipiche” dello schema previsto dai Prececedenti Principi Contabili che
non trovano corrispondenza nello schema IFRS, in quanto diversamente esposte, e le cui
riclassifiche sono descritte nelle successive note di commento.
Come richiesto dall’IFRS 1, alla data di transizione ai principi IFRS:
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sono state rilevate tutte e solo le attività e le passività iscrivibili in base agli IFRS;
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sono state valutate le attività e le passività nei valori che si sarebbero determinati qualora i
principi IFRS fossero stati applicati retrospettivamente, tenuto conto delle esenzioni previste
dall’IFRS 1 e precedentemente descritte;
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sono state riclassificate le voci precedentemente indicate in bilancio secondo modalità
diverse da quelle previste dagli IFRS.
L’effetto dell’adeguamento ai nuovi principi IFRS dei saldi iniziali delle attività e delle passività è
stato rilevato tra le riserve del patrimonio netto, al netto dell’effetto fiscale ove applicabile, nel
rispetto di quanto stabilito dall’art. 7 del D. Lgs. n. 38/2005.
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3.1 Note di commento alle principali riclassifiche e rettifiche alla situazione
patrimoniale al 1° gennaio 2005
Note di commento alle principali riclassifiche
3.1.1) Oneri accessori ai finanziamenti
In base ai Precedenti Principi Contabili gli oneri sostenuti in relazione all’accensione dei mutui e
delle altre passività finanziarie a medio-lungo termine sono iscritti, a secondo della loro natura,
tra le immobilizzazioni immateriali o tra i ratei e risconti attivi, ed ammortizzati in relazione al
piano di ammortamento della relativa passività.
Come precedentemente descritto, gli IFRS non consentono l’iscrizione di tali oneri tra le
immobilizzazioni immateriali o in altre attività, e lo IAS 39 prevede che tali tipologie di oneri
debbano essere classificati a riduzione delle relative passività.
Pertanto, gli oneri accessori agli strumenti finanziari in essere al 1° gennaio 2005, pari a 73.263
migliaia di euro (di cui 32.074 migliaia di euro quali immobilizzazioni immateriali, al netto degli
ammortamenti cumulati a tale data, e 41.189 migliaia di euro quali attività non correnti a fronte di
disaggi di emissione e risconti attivi), sono stati portati per 69.553 migliaia di euro a riduzione
delle passività finanziarie non correnti, e per 3.710 migliaia di euro tra le attività finanziarie non
correnti.
Note di commento alle principali rettifiche
3.1.2) Attualizzazione delle attività e passività non correnti
Rappresenta l’effetto dell’attualizzazione di taluni crediti vantati nei confronti di terzi, così come
richiesto dagli IFRS.
Tale rettifica ed i relativi effetti sono già stati descritti nel punto a) del precedente paragrafo di
analisi della riconciliazione del patrimonio netto, cui si rinvia.
3.1.3) Valutazione al fair value degli strumenti finanziari derivati
Come già indicato nel precedente punto b) del paragrafo di analisi della riconciliazione del
patrimonio netto, in base allo IAS 39 è previsto che gli strumenti finanziari derivati siano valutati
ed iscritti in bilancio al valore di mercato (mark to market) in essere alla data di chiusura del
periodo.
Tale rettifica ed i relativi effetti sono già stati descritti nel punto b) del precedente paragrafo di
analisi della riconciliazione del patrimonio netto, cui si rinvia.
3.1.4) Costo ammortizzato delle passività finanziarie
Lo IAS 39 prevede che le passività finanziarie debbano essere valutate tramite il metodo del
costo ammortizzato, determinandone il relativo tasso di interesse effettivo (tenendo quindi conto
sia degli interessi espliciti, sia degli oneri accessori sostenuti in relazione all’accensione di tali
passività).
Pertanto, si è proceduto alla ricalcolo del valore delle passività finanziarie sulla base della
metodologia del costo ammortizzato, che si riducono per 759 migliaia di euro, con un impatto
positivo sul patrimonio netto al 1° gennaio 2005 pari a 509 migliaia di euro, al netto dell’effetto
fiscale differito di 250 migliaia di euro.
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3.1.5) Trattamento di Fine Rapporto di lavoro subordinato (TFR)
Si tratta della rideterminazione del valore del TFR sulla base della metodologia richiesta dallo
IAS 19.
Tale rettifica ed i relativi effetti sono già stati descritti nel punto c) del precedente paragrafo di
analisi della riconciliazione del patrimonio netto, cui si rinvia.
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3.2 Note di commento alle principali riclassifiche e rettifiche alla situazione
patrimoniale al 31 dicembre 2005
Note di commento alle principali riclassifiche
3.2.1) Oneri accessori ai finanziamenti
In base ai Precedenti Principi Contabili gli oneri sostenuti in relazione all’accensione dei mutui e
delle altre passività finanziarie a medio-lungo termine sono iscritti, a secondo della loro natura,
tra le immobilizzazioni immateriali o tra i ratei e risconti attivi, ed ammortizzati in relazione al
piano di ammortamento della relativa passività.
Come precedentemente descritto, gli IFRS non consentono l’iscrizione di tali oneri tra le
immobilizzazioni immateriali o in altre attività, e lo IAS 39 prevede che tali tipologie di oneri
debbano essere classificato quale riduzione delle relative passività.
Pertanto, gli oneri accessori agli strumenti finanziari in essere al 31 dicembre 2005, pari a
66.288 migliaia di euro (di cui 29.351 migliaia di euro quali immobilizzazioni immateriali, al netto
degli ammortamenti cumulati a tale data, e 36.937 migliaia di euro quali attività non correnti a
fronte di disaggi di emissione e risconti attivi), sono stati portati per 62.267 migliaia di euro a
riduzione delle passività finanziarie non correnti, per 3.394 migliaia di euro tra le attività
finanziarie non correnti e per 627 migliaia di euro tra le attività finanziarie correnti.
Note di commento alle principali rettifiche
3.2.2) Attualizzazione attività e passività non correnti
Rappresenta l’effetto dell’attualizzazione di taluni crediti vantati nei confronti di terzi, così come
richiesto dagli IFRS.
Tale rettifica ed i relativi effetti sono già stati descritti nel punto a) del precedente paragrafo di
analisi della riconciliazione del patrimonio netto, cui si rinvia.
3.2.3) Valutazione al fair value degli strumenti finanziari derivati
Come già indicato nel precedente punto b) del paragrafo di analisi della riconciliazione del
patrimonio netto, in base allo IAS 39 è previsto che gli strumenti finanziari derivati siano valutati
ed iscritti in bilancio al valore di mercato (mark to market) in essere alla data di chiusura del
periodo.
Tale rettifica ed i relativi effetti sono già stati descritti nel punto b) del precedente paragrafo di
analisi della riconciliazione del patrimonio netto, cui si rinvia.
3.2.4) Costo ammortizzato delle passività finanziarie
Lo IAS 39 prevede che le passività finanziarie debbano essere valutate tramite il metodo del
costo ammortizzato, determinandone il relativo tasso di interesse effettivo (tenendo quindi conto
sia degli interessi espliciti nonché degli oneri accessori sostenuti in relazione all’accensione di
tali passività).
Pertanto, si è proceduto alla rideterminazione del valore delle passività finanziarie sulla base
della metodologia del costo ammortizzato, che si riducono per 1.974 migliaia di euro, con un
impatto positivo sul patrimonio netto al 31 dicembre 2005 pari a 1.322 migliaia di euro, al netto
dell’effetto fiscale differito di 652 migliaia di euro.
3.2.5) Trattamento di Fine Rapporto di lavoro subordinato (TFR)
Si tratta della rideterminazione del valore del TFR sulla base della metodologia richiesta dallo
IAS 19. Tale rettifica ed i relativi effetti sono già stati descritti nel punto c) del precedente
paragrafo di analisi della riconciliazione del patrimonio netto, cui si rinvia.
384
385
386
387
3.3 Note di commento alle principali riclassifiche e rettifiche del conto
economico dell’esercizio chiuso al 31 dicembre 2005
Note di commento alle principali riclassifiche
3.3.1) Proventi ed oneri straordinari
Gli IFRS richiedono che i proventi e gli oneri straordinari siano rilevati nell’ambito dei proventi ed
oneri della gestione ordinaria, sulla base della loro natura.
Pertanto, si è provveduto alla riclassifica di tali proventi ed oneri nelle rispettivi voci di
competenza in base agli IFRS. Le tipologie più rilevanti sono le seguenti:
ƒ
ƒ
ƒ
ƒ
ƒ
plusvalenze su cessioni di beni, per 197 migliaia di euro;
altri costi operativi non ricorrenti, per 179 migliaia di euro;
costi del lavoro non ricorrenti, per 765 migliaia di euro;
minori imposte sul reddito di esercizi precedenti, per 688 migliaia di euro;
plusvalenze su cessioni di partecipazioni rilevanti, per 112.615 migliaia di euro.
3.3.2) Rimborsi
Relativamente a taluni costi sostenuti dalla Società e riaddebitati a terzi, si è proceduto a nettare
i costi sostenuti con i relativi rimborsi.
3.3.3) Rivalutazioni e svalutazioni di attività finanziarie e partecipazioni
La normativa italiana richiede che tale tipologia di proventi ed oneri debba essere esposta in
un’apposita sezione del conto economico.
Secondo gli IFRS, invece, le rivalutazioni e/o svalutazioni delle attività finanziarie rappresentano
proventi e/o oneri finanziari.
Pertanto, si è provveduto alla riclassifica dei proventi relativi al ripristino di valore nella
controllata Sitech S.p.A. in liquidazione, pari a 1.584 migliaia di euro, tra i proventi finanziari.
Relativamente alla plusvalenza derivante dalla cessione della partecipazione nella Saba Italia
S.p.A., pari a 361 migliaia di euro, si è proceduto alla rilassifica di tale importo dai proventi
finanziari alla voce “Proventi (Oneri) netti di attività cessate/destinate ad essere cedute”.
3.3.4) Benefici per i dipendenti
Gli IFRS comprendono nell’ambito del costo del lavoro talune tipologie di oneri che sulla base
dei Precedenti Principi Contabili erano invece classificate come costi per servizi (quali i costi per
gli emolumenti agli Amministratori) e/o come accantonamenti di oneri futuri (piano di
incentivazione al management).
Pertanto, tali oneri sono stati riclassificati nell’ambito del costo del lavoro.
3.3.5) Oneri accessori ai finanziamenti
Come già precedentemente descritto, in base ai Precedenti Principi Contabili gli oneri sostenuti
in relazione all’accensione dei mutui e delle altre passività finanziarie a medio lungo termine
sono iscritti, a secondo della loro natura, tra le immobilizzazioni immateriali o tra i ratei e risconti
attivi, ed ammortizzati in relazione al piano di ammortamento della relativa passività.
Gli IFRS non consentono l’iscrizione di tali oneri tra le immobilizzazioni immateriali o in altre
attività e lo IAS 39 prevede che tali tipologie di oneri debba essere classificato quale riduzione
delle relative passività.
388
Pertanto, si è proceduto alla riclassifica degli ammortamenti di tali oneri rilevati sulla base dei
Precedenti Principi Contabili, pari a 3.659 migliaia di euro, attribuendoli ad incremento degli
oneri finanziari.
Note di commento alle principali rettifiche
3.3.6) Attualizzazione delle attività e passività non correnti
Rappresenta l’effetto dell’attualizzazione di taluni crediti vantati nei confronti di terzi, così come
richiesto dagli IFRS, che comporta l’iscrizione di proventi finanziari di competenza dell’esercizio
2005 pari a 584 migliaia di euro.
Tele rettifica ed i relativi effetti sono già stati descritti nel punto a) del precedente paragrafo di
analisi della riconciliazione del patrimonio netto, cui si rinvia.
3.3.7) Costo ammortizzato delle passività finanziarie
Lo IAS 39 prevede che le passività finanziarie debbano essere valutate tramite il metodo del
costo ammortizzato, determinandone il relativo tasso di interesse effettivo (tenendo quindi conto
sia degli interessi espliciti, sia degli oneri accessori sostenuti in relazione all’accensione di tali
passività).
Pertanto, si è proceduto al ricalcolo degli oneri finanziari relativi alle passività finanziarie sulla
base della metodologia del costo ammortizzato; ciò comporta l’iscrizione di minori oneri per
1.215 migliaia di euro, con un impatto positivo complessivo positivo sull’utile 2005 pari a 813
migliaia di euro, al netto dell’effetto fiscale differito di 402 migliaia di euro.
3.3.8) Trattamento di Fine Rapporto di lavoro subordinato (TFR)
Si tratta della rideterminazione del valore del TFR sulla base della metodologia richiesta dallo
IAS 19.
Tale rettifica ed i relativi effetti sono già stati descritti nel punto c) del precedente paragrafo di
analisi della riconciliazione del patrimonio netto, cui si rinvia.
389
4
Riconciliazione della posizione finanziaria netta al 1° gennaio 2005 ed
al 31 dicembre 2005 e del rendiconto finanziario dell’esercizio 2005
Si riporta di seguito il prospetto di riconciliazione della posizione finanziaria netta al 1° gennaio
2005 ed al 31 dicembre 2005 nonché il prospetto di riconciliazione del rendiconto finanziario
dell’esercizio 2005, che evidenziano:
ƒ
i valori determinati secondo i Precedenti Principi Contabili;
ƒ
le riclassifiche e rettifiche per l’adeguamento ai principi IFRS;
ƒ
i valori determinati secondo gli IFRS.
Inoltre, sono fornite le note di commento alle principali riclassifiche e rettifiche apportate.
390
391
Note di commento alle principali riclassifiche e rettifiche alla posizione finanziaria netta
4.1) Oneri accessori ai finanziamenti
Come indicato nei precedenti punti 3.1.1 e 3.2.1 di commento alle riclassifiche e rettifiche delle
situazioni patrimoniali al 1° gennaio 2005 ed al 31 dicembre 2005, cui si rinvia, gli IFRS
prevedono che gli oneri sostenuti in relazione all’accensione dei mutui e delle altre passività
finanziarie a medio-lungo termine siano classificati a riduzione delle relative passività.
Pertanto, la posizione finanziaria netta al 1° gennaio 2005 ed al 31 dicembre 2005 si incrementa
per un ammontare pari agli oneri in essere, e cioè, rispettivamente, 73.263 migliaia di euro e
66.289 migliaia di euro.
4.2) Valutazione al fair value degli strumenti finanziari derivati
Come precedentemente descritto, a partire dal 1° gennaio 2005, in applicazione dello IAS 32 e
dello IAS 39 si è provveduto all’iscrizione in bilancio del valore di mercato (mark to market) degli
strumenti finanziari derivati di copertura.
Di conseguenza, la posizione finanziaria netta al 1° gennaio 2005 ed al 31 dicembre 2005 si
incrementa per effetto della rilevazione del valore netto di mercato di tali strumenti finanziari, pari
a, rispettivamente, 33.169 migliaia di euro e 68.327 migliaia di euro.
4.3) Costo ammortizzato delle passività finanziarie
Come indicato nei precedenti punti 3.1.4 e 3.2.4 di commento alle riclassifiche e rettifiche delle
situazioni patrimoniali al 1° gennaio 2005 ed al 31 dicembre 2005, cui si rinvia, in applicazione
dello IAS 32 e dello IAS 39 si è provveduto alla valutazione delle passività finanziarie sulla base
della metodologia del costo ammortizzato, determinandone il relativo tasso di interesse effettivo
(tenendo quindi conto sia degli interessi espliciti, sia degli oneri accessori sostenuti in relazione
all’accensione di tali passività).
Pertanto la posizione finanziarie netta al 1° gennaio 2005 ed al 31 dicembre 2005 si incrementa
per un ammontare pari a, rispettivamente, 759 migliaia di euro e 1.974 migliaia di euro.
392
Note di commento alle principali variazioni al rendiconto finanziario dell’esercizio 2005
Si riporta di seguito il prospetto di riconciliazione del rendiconto finanziario dell’esercizio 2005
redatto in base ai Precedenti Principi Contabili con l’analogo rendiconto predisposto in base agli
IFRS.
Tale rendiconto è finalizzato ad illustrare la variazione delle “Disponibilità liquide nette e mezzi
equivalenti” dell’esercizio come determinata dall’apporto dei flussi generati/impiegati da/per
l’attività di esercizio, l’attività di investimento e l’attività di finanziamento.
La tabella seguente fornisce il dettaglio delle voci di bilancio che compongono il saldo delle
“Disponibilità liquide nette e mezzi equivalenti” al 31 dicembre 2005 ed al 1° gennaio 2005.
393
394
Flusso monetario dell’attività di esercizio
Il flusso monetario generato dall’attività di esercizio passa da un valore di 242.795 migliaia di euro in base ai
Precedenti Principi Contabili ad un valore di 235.793 migliaia di euro in base agli IFRS. La variazione
complessiva di 7.002 migliaia di euro è originata dalle seguenti componenti:
ƒ
ƒ
ƒ
incremento dell’utile dell’esercizio di 1.276 migliaia di euro, per le cui motivazioni si rinvia a quanto già
commentato nel precedente capitolo 2 e nel paragrafo 3.3;
decremento degli “Ammortamenti e altri proventi (oneri) non monetari” di 3.705 migliaia di euro,
imputabile prevalentemente alla riclassifica di 3.659 migliaia di euro di ammortamenti di oneri accessori
a finanziamenti (si veda quanto indicato nei precedenti punti 3.3.5 e 4.1), esposti tra gli oneri finanziari in
base agli IFRS;
decremento di 4.573 migliaia di euro delle “Variazione del capitale di esercizio e altre variazioni” a
seguito principalmente della riclassifica di 4.268 migliaia di euro di disaggi di emissione (si veda quanto
indicato nei precedenti punti 3.1.1 e 3.2.1) dalla variazione del capitale di esercizio alla variazione delle
passività finanziarie.
Flusso monetario dell’attività di investimento
Il flusso monetario generato dall’attività di investimento si incrementa da un valore di 198.511 migliaia di
euro in base ai Precedenti Principi Contabili a 199.425 migliaia di euro in base agli IFRS. La variazione
complessiva di 914 migliaia di euro è essenzialmente attribuibile alla riduzione degli investimenti di 936
migliaia di euro, per effetto della diversa rappresentazione degli oneri accessori a finanziamenti, non più
esposti tra gli investimenti in immobilizzazioni immateriali bensì tra le variazioni delle attività finanziarie (si
veda quanto indicato nel precedente nei precedenti punti 3.1.1 e 3.2.1).
Flusso monetario dell’attività finanziaria
Il flusso monetario assorbito dall’attività finanziaria passa da un valore di 430.415 migliaia di euro in base ai
Precedenti Principi Contabili a 424.327 migliaia di euro in base agli IFRS. La variazione complessiva di
6.088 migliaia di euro è originata dal pari incremento della “Variazione delle partite finanziarie”,
essenzialmente per effetto delle diverse rappresentazioni delle variazioni sopra commentate, quali:
ƒ
ƒ
-3.659 migliaia di euro di ammortamenti di oneri accessori a finanziamenti;
-4.268 migliaia di euro di disaggi di emissione di prestiti obbligazionari.
Le variazioni dei flussi monetari dell’attività di esercizio e di finanziamento, di segno opposto e importo
sostanzialmente analogo, sono pertanto da ricondurre principalmente alla diversa esposizione patrimoniale
ed economica degli oneri accessori ai finanziamenti, non più esposti tra gli investimenti in immobilizzazioni
immateriali ed in capitale di esercizio bensì tra le variazioni delle passività finanziarie.
395
ANNEX 2
ANNUAL
REPORT ON THE
CORPORATE GOVERNANCE SYSTEM
AND COMPLIANCE
WITH THE CODE OF CONDUCT FOR LISTED COMPANIES FOR 2006
(Italian version)
Sezione I
Il Sistema di Corporate Governance di Autostrade
Autostrade S.p.A. ha aderito al Codice di Autodisciplina delle Società quotate di Borsa Italiana del 1999,
come rivisitato nel luglio 2002, le raccomandazioni del quale risultano integralmente recepite dal Codice di
Autodisciplina della Società, salva la mancata istituzione del Comitato per le nomine, come più avanti
specificato nella Sezione III.
Tali raccomandazioni sono state attuate dalla Società nel corso del 2006, come più avanti precisato nella
Sezione III di questa relazione che è stata redatta in conformità alle indicazioni fornite da Emittenti Titoli e da
Assonime.
Il testo completo del Codice di Autodisciplina di Autostrade S.p.A. nella sua ultima versione del dicembre
2004 è pubblicato sul sito aziendale, all’indirizzo www.autostrade.it/investor/corporate.
Completano la disciplina del sistema di Governance della Società le norme contenute nello Statuto Sociale e
nell’apposito Regolamento assembleare.
Lo Statuto Sociale è stato adeguato nell’Assemblea Straordinaria del 29 aprile 2004 alle nuove disposizioni
entrate in vigore con la Riforma del Diritto societario, introducendo, tra l’altro, nuove misure al fine di favorire
una partecipazione ancora maggiore degli azionisti di minoranza alle sedute assembleari.
Lo Statuto Sociale prevede come oggetto sociale: a) l’assunzione di partecipazioni e interessenze in altre
Società ed Enti; b) il finanziamento, anche mediante il rilascio di fideiussioni, avalli e garanzie anche reali ed
il coordinamento tecnico, industriale e finanziario delle Società od Enti ai quali partecipa; c) qualsiasi
operazione di investimento mobiliare, immobiliare, finanziario, industriale in Italia ed all’estero.
La Società potrà anche, ancorché in via non prevalente, acquistare, possedere, gestire, sfruttare, aggiornare
e sviluppare, direttamente o indirettamente, marchi, brevetti, know-how relativi a sistemi di telepedaggio ed
attività affini o connesse.
Il Regolamento delle Assemblee, riportato in calce allo Statuto Sociale, disciplina l’ordinato e funzionale
svolgimento delle Assemblee ordinarie e straordinarie. Il testo completo dello Statuto Sociale e del
Regolamento
delle
Assemblee
è
visionabile
sul
sito
aziendale,
all’indirizzo
www.autostrade.it/investor/corporate.
Il capitale sociale di Autostrade è composto da n. 571.711.557 azioni ordinarie con diritto di voto, del valore
nominale di Euro 1,00 ciascuna. Al 31.12.2006 il nucleo stabile degli azionisti, riuniti nella Società
Schemaventotto S.p.A., controlla il 50,1% del capitale sociale di Autostrade. Il rimanente 49,9% è flottante
sul mercato.
Sulla base delle comunicazioni effettuate alla Consob ai sensi dell'art. 120 del Decreto Legislativo n. 58/98,
oltre a Schemaventotto S.p.A., al 31.12.2006 risultano possedere, direttamente o indirettamente,
396
partecipazioni superiori al 2% del capitale sociale votante di Autostrade S.p.A. gli azionisti: Banca Popolare
di Milano SCRL (4,323%); Amber Capital LP (2,094%), JP Morgan Chase & Co. Corporation (3,296%).
Non risulta l’esistenza di patti parasociali fra gli azionisti di Autostrade S.p.A..
Risulta invece l’esistenza comunicata a Consob, Borsa Italiana ed al pubblico, ai sensi dell’art. 122 Testo
Unico della Finanza, di accordi fra gli azionisti di Schemaventotto S.p.A., stipulati in data 24 novembre 1999
e rinnovati in data 28 gennaio 2005.
Come già riferito nella relazione dello scorso anno, l’azionista di maggioranza Schemaventotto S.p.A. non
esercita attività di direzione e di coordinamento nei confronti di Autostrade S.p.A.. Si ribadisce che la stessa
Autostrade S.p.A. - avendo assunto il ruolo e l’attività di holding di partecipazione ponendosi a capo del
Gruppo di imprese che operano, principalmente, nell’attività di concessionarie autostradali - svolge attività di
direzione e coordinamento ai sensi e per gli effetti degli artt. 2497 e seguenti del codice civile sulle società
appartenenti al Gruppo medesimo.
Di conseguenza, per le società controllate che hanno dichiarato il proprio assoggettamento ad Autostrade,
l’oggetto e le modalità di esercizio dell’attività di Direzione e Coordinamento del Gruppo sono definite e
circoscritte nell’apposito Regolamento approvato dal Consiglio di Amministrazione in data 16/12/2005.
Il
Regolamento,
il
cui
testo
completo
è
visionabile
sul
sito
aziendale
all’indirizzo
www.autostrade.it/investor/corporate, individua le competenze del Consiglio di Amministrazione e quelle
dell’Amministratore Delegato. Quest’ultimo si avvale, tra l’altro, del supporto del Comitato di Direzione da lui
presieduto e composto dai Responsabili delle Direzioni di Autostrade. A tale Comitato è affidata la
responsabilità di definire per il Gruppo le linee di indirizzo per l’attuazione delle determinazioni del Consiglio
di Amministrazione, nonché di monitorare i fatti rilevanti relativi al raggiungimento degli obiettivi di budget di
Gruppo.
L’oggetto e le modalità di esercizio dell’attività di direzione e coordinamento del Gruppo potranno essere
rivisitate in occasione delle valutazioni sull’adesione al nuovo Codice di Autodisciplina sopra richiamato.
397
Sezione II
Adesione al Codice di Autodisciplina di Borsa Italiana del marzo 2006
Autostrade ha ritenuto di rinviare ai primi mesi del 2007 le decisioni in merito al Nuovo Codice di
Autodisciplina di Borsa Italiana pubblicato nel marzo 2006.
Infatti, fino a dicembre 2006, è proseguito l’iter del processo di fusione per incorporazione di Autostrade
S.p.A. in Abertis Infraestructuras S.A., le cui prospettive, in caso di esito positivo, avrebbero reso non
applicabile alla nuova società originata dalla fusione, di diritto spagnolo, il codice sopra indicato.
Non essendosi realizzata la suddetta operazione di fusione, ed essendo in corso il procedimento di
riorganizzazione societaria del Gruppo, si procederà alla riscrittura del Codice di Autodisciplina, al fine di
aderire parzialmente o totalmente al nuovo Codice di Autodisciplina di Borsa Italiana, e del Codice Etico
nelle sezioni relative all’osservanza delle normative italiane ed estere.
Tale attività sarà svolta nei prossimi mesi e comunque una volta completata la riorganizzazione societaria.
Sezione III
Informazioni sull’attuazione delle disposizioni del Codice di Autodisciplina delle Società
Quotate (versione luglio 2002)
Si riportano di seguito le informazioni sul rispetto, da parte del sistema di corporate governance di
Autostrade, delle prescrizioni del Codice di Autodisciplina per le Società Quotate di Borsa Italiana del 1999,
come rivisitato nel luglio 2002.
1. Il Consiglio di Amministrazione
Ruolo
Il Consiglio di Amministrazione è l’organo collegiale preposto all’amministrazione della Società ed ha
esclusiva competenza e pieni poteri di natura ordinaria e straordinaria ai fini della gestione dell’impresa
sociale ed attua la direzione ed il coordinamento delle società controllate facenti parte del Gruppo.
Pur in presenza di deleghe o di attribuzioni di poteri gestionali alle articolazioni aziendali, non viene esclusa
la competenza del Consiglio che ha il dovere di sorvegliare la corretta esecuzione ed attuazione dei poteri
delegati ed il potere di impartire istruzioni in relazione alle deleghe conferite e di avocare a sé operazioni in
esse comprese.
398
Competenze
Il Consiglio di Amministrazione ha, tra l’altro, le seguenti competenze esclusive:
•
redige ed adotta le regole di corporate governance della Società e definisce le linee guida della
corporate governance del Gruppo;
•
esamina ed approva i piani strategici, industriali e finanziari anche pluriennali della Società, delle
controllate e del Gruppo nel suo insieme;
•
esamina ed approva il budget annuale della Società e del Gruppo, nonché le relative riprevisioni
infrannuali;
•
esamina, valuta ed approva, la documentazione di rendiconto periodico e l’informativa contemplate dalla
normativa vigente;
•
definisce il Modello Organizzativo di Gruppo e valuta l’adeguatezza dell’assetto organizzativo,
amministrativo e contabile della Società e del Gruppo; esamina e valuta il generale andamento della
gestione, anche confrontando periodicamente i risultati conseguiti con quelli programmati; esamina e
valuta le situazioni di conflitto di interessi;
•
esercita attività di direzione e coordinamento delle società del Gruppo che si sono dichiarate
assoggettate a tale attività, anche attraverso l’emanazione di direttive di Gruppo e l’istituzione di adeguati
flussi informativi; nell’esercizio di tali poteri, tra l’altro, stabilisce la dimensione e la composizione degli
organi amministrativi delle società controllate, provvede alle designazioni per le cariche di Presidente,
Vice Presidente e di Amministratore Delegato delle stesse; esamina ed approva le operazioni, compresi
gli investimenti e i disinvestimenti, della Società e delle controllate, aventi un significativo rilievo
economico, patrimoniale e finanziario; esamina ed approva le acquisizioni o dismissioni, sia della
Società, sia delle controllate, di partecipazioni dirette o indirette aventi particolare rilevanza; delibera sui
patti parasociali relativi a società partecipate.
399
Composizione
Fino all’Assemblea del 7 aprile 2006, che ha nominato il nuovo Consiglio di Amministrazione, il Consiglio di
Amministrazione di Autostrade era composto da 14 Amministratori: Gian Maria Gros-Pietro, Presidente; Vito
Gamberale, Amministratore Delegato; Gilberto Benetton; Amerigo Borrini; Roberto Cera; Sergio De Simoi;
Piero Di Salvo; Antonio Fassone; Guido Ferrarini; Guidalberto Guidi; Gianni Mion; Giuseppe Piaggio (nel
novembre 2005 il Consigliere Sabino Cassese aveva presentato le dimissioni e non era stata effettuata
alcuna nomina in sua sostituzione).
Attualmente fanno invece parte del Consiglio di Amministrazione quindici componenti. L’Assemblea del 7
aprile 2006 ha infatti eletto i quindici Consiglieri per gli esercizi 2006-2007-2008, sulla base delle liste
presentate dai soci entro i termini e con le modalità previsti dall’art. 20 dello Statuto Sociale e pubblicate su
quotidiani nazionali.
Nella suddetta Assemblea sono stati eletti dalla lista di maggioranza presentata da Schemaventotto S.p.A.,
ai sensi dell’art. 20 lettera a) dello Statuto Sociale, 12 Consiglieri: Gian Maria Gros-Pietro, Presidente; Vito
Gamberale, Amministratore Delegato; Gilberto Benetton; Amerigo Borrini; Roberto Cera; Sergio De Simoi;
Piero Di Salvo; Antonio Fassone; Giuseppe Guarino; Gianni Mion; Giuseppe Piaggio.
Il Consigliere Giuseppe Guarino ha presentato le dimissioni con lettera in data 2 maggio 2006 ed al suo
posto è stato cooptato dal Consiglio di Amministrazione del 12 maggio 2006 il Direttore Generale Giovanni
Castellucci la cui nomina, ai sensi di quanto disposto dall’art. 2386 1° comma c.c., aveva durata fino alla
prossima Assemblea. Nella stessa riunione il Consiglio ha conferito a Giovanni Castellucci anche la carica di
Amministratore Delegato dal momento che nella riunione del 2 maggio 2006 il Consiglio aveva deliberato di
revocare per giusta causa tutti i poteri conferiti a Vito Gamberale dal Consiglio stesso in data 7 aprile 2006.
Il Consigliere Vito Gamberale ha quindi rinunciato alla carica con lettera in data 21 maggio 2006.
La successiva Assemblea Ordinaria del 30 giugno 2006 ha pertanto eletto, in sostituzione dei Consiglieri
uscenti Vito Gamberale e Giuseppe Guarino, i Consiglieri Giovanni Castellucci e Luisa Torchia.
Il Consiglio di Amministrazione tenutosi a valle dell’Assemblea del 30 giugno 2006 ha poi nominato
Amministratore Delegato il Consigliere Giovanni Castellucci, che ha mantenuto l’incarico di Direttore
Generale.
Sempre nell’Assemblea del 7 aprile 2006 sono stati eletti dalla lista di minoranza, ai sensi dell’art. 20 comma
11 lettera b) dello Statuto Sociale, 3 Consiglieri: Alberto Bombassei, Alberto Clò; Guido Ferrarini.
L’Assemblea del 7 aprile 2006, inoltre, ha autorizzato in via generale e preventiva la deroga al divieto di non
concorrenza, ai sensi dell’art. 2390 c.c., per gli Amministratori della Società, fermo restando che ciascun
Amministratore informerà il Consiglio di eventuali attività esercitate in concorrenza con la Società.
Il Consiglio è pertanto composto da tredici amministratori non esecutivi e da due amministratori esecutivi
(l’Amministratore Delegato ed il Presidente).
Gli amministratori non esecutivi sono, per numero e autorevolezza, tali da garantire che il loro giudizio possa
avere un peso significativo nell’assunzione delle deliberazioni consiliari e apportano le loro specifiche
competenze e professionalità nelle discussioni consiliari, contribuendo all’assunzione di decisioni conformi
all’interesse sociale.
Attualmente si possono considerare non esecutivi i Consiglieri Alemany Mas, Benetton, Bombassei, Borrini,
Cera, Clò, De Simoi, Di Salvo, Fassone, Ferrarini, Mion, Piaggio e Torchia.
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Viene specificato che gli amministratori accettano la carica quando ritengono di poter dedicare allo
svolgimento diligente dei loro compiti il tempo necessario, anche tenendo conto del numero di cariche di
amministratore o sindaco da essi ricoperte in altre società quotate in mercati regolamentati, anche estere, in
società finanziarie, bancarie, assicurative o di rilevanti dimensioni. A tal proposito nella tabella riepilogativa
(Tabella 1) viene riportato per ciascun amministratore il numero di incarichi dagli stessi ricoperti, oltre
all’incarico ricoperto in Autostrade S.p.A., in società con le caratteristiche indicate e, nell’Allegato A,
l’elencazione degli incarichi stessi.
Ad un numero adeguato di amministratori non esecutivi è stato riconosciuto il requisito di amministratori
indipendenti, in base a quanto previsto dal Codice di Autodisciplina che accoglie i principi del c.d. Codice
Preda, intendendo come tali quegli amministratori che: (a) non intrattengono direttamente, indirettamente, o
per conto di terzi, né hanno di recente intrattenuto, relazioni economiche con la società, con le sue
controllate, con gli amministratori esecutivi, con l’azionista o gruppo di azionisti che controllano la società, di
rilevanza tale da condizionare l’autonomia di giudizio; (b) non sono titolari, direttamente, indirettamente o per
conto di terzi, di partecipazioni azionarie di entità tale da permettere loro di esercitare il controllo o
un’influenza notevole sulla Società, né partecipano a eventuali patti parasociali per il controllo o per
l’indirizzo strategico della Società stessa; (c) non sono familiari di amministratori esecutivi della società o di
soggetti che si trovino nelle situazioni indicate alle lettere (a) e (b).
L'indipendenza degli amministratori è valutata dal Consiglio di Amministrazione di Autostrade S.p.A.,
tenendo conto delle informazioni fornite dai singoli interessati. L'esito delle valutazioni del Consiglio è
comunicato al mercato.
Nel Consiglio di Amministrazione di Autostrade S.p.A. sono qualificati come indipendenti i Consiglieri
Bombassei, Clò, Di Salvo e Ferrarini.
Attività nell’esercizio 2006
Nel corso dell’anno 2006 il Consiglio di Amministrazione di Autostrade S.p.A ha tenuto in totale 17 riunioni.
Di queste, 3 sono state tenute dal Consiglio di Amministrazione in carica prima dell’Assemblea del 7 aprile.
La percentuale media di presenze è stata di circa il 94% (la percentuale di partecipazione di ogni
amministratore attualmente in carica viene indicata nella Tabella 1).
In occasione delle riunioni è stata sottoposta la documentazione idonea a permettere la proficua
partecipazione ai lavori del Consiglio.
Alle riunioni del Consiglio hanno partecipato il Direttore Generale (prima che partecipasse al Consiglio di
Amministrazione in qualità di Amministratore) ed il Direttore Amministrazione, Pianificazione, Finanza e
Investor Relations della Società, come previsto dal Codice di Autodisciplina.
La Società ha diffuso nel mese di dicembre 2006 il calendario degli eventi societari per l’esercizio 2007; in
base ad esso sono previste 11 riunioni del Consiglio di Amministrazione di Autostrade.
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2. Comitato Esecutivo
Tenuto conto che nel 2005, in occasione della gara per la privatizzazione di autostrade in Francia, il
Consiglio - al fine di contenere la circolazione di informazioni sensibili e prevenire potenziali conflitti di
interesse - aveva ritenuto opportuno conferire specifica delega ad alcuni Consiglieri per la valutazione
congiunta della strategia di partecipazione di Autostrade alla gara, il Consiglio stesso, in data 7 aprile 2006,
in attuazione di quanto previsto dall’art. 28 dello Statuto Sociale, ha ritenuto opportuno stabilizzare tale
soluzione deliberando l’istituzione del Comitato Esecutivo al quale sono stati conferiti una serie di poteri,
limitatamente alle operazioni con l’estero, quali, tra gli altri:
•
la definizione dei piani di attuazione delle linee strategiche per l’estero delineate dal Consiglio;
•
l’esame e l’approvazione delle partecipazioni, anche di società del Gruppo, alle procedure di gara e ad
iniziative all’estero nonché delle connesse strutture delle operazioni;
•
l’esame e l’approvazione della costituzione di Società, Associazioni Temporanee di Imprese, Consorzi o
altre forme equivalenti per la partecipazione ad iniziative estere;
•
l’esame e l’approvazione di operazioni di natura economica funzionali alla partecipazione a gare ed
iniziative estere.
Il Comitato Esecutivo è composto da 5 Consiglieri. Il Presidente e l’Amministratore Delegato sono membri di
diritto. Gli altri tre componenti sono stati nominati nelle persone dei Consiglieri Alberto Bombassei, Gianni
Mion e Giuseppe Piaggio.
Dalla sua istituzione il Comitato Esecutivo non si è mai riunito, tenuto conto che, in merito alle iniziative
all’estero avvenute nel corso dell’anno, è intervenuto lo stesso Consiglio di Amministrazione, anche alla luce
delle intese raggiunte nell’ambito del processo di fusione.
3. Il Presidente
Al Presidente è attribuita ai sensi dell’art. 30 dello Statuto Sociale la rappresentanza della Società di fronte a
terzi ed in giudizio.
Il Presidente ha inoltre un ruolo esecutivo, in quanto, in aggiunta ai poteri spettanti per legge e per Statuto,
gli sono state attribuite, tra l’altro, le seguenti competenze:
•
assicurare adeguati flussi informativi fra il Consiglio di Amministrazione della Società e gli organi delle
controllate nell’ambito dell’esercizio della attività di direzione e coordinamento;
•
seguire, in coerenza con i programmi approvati dagli organi collegiali, le iniziative generali per la
promozione dell’immagine della Società e del Gruppo;
•
seguire, d’intesa con l’Amministratore Delegato, le problematiche di carattere giuridico-legale di
maggiore rilevanza per la Società ed il Gruppo nel suo insieme;
•
vigilare sull’andamento degli affari sociali e sulla corretta attuazione dei deliberati degli organi collegiali
avvalendosi della funzione legale e dell’internal auditing;
•
curare i rapporti della Società e del Gruppo, inteso nel suo complesso, con le Autorità nazionali ed
estere, Enti ed organismi anche di carattere sopranazionale.
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4. L’Amministratore Delegato
L’Amministratore
Delegato
è
responsabile
dell’esecuzione
delle
deliberazioni
del
Consiglio
di
Amministrazione e della attuazione della direzione e coordinamento di Gruppo.
All’Amministratore Delegato competono la definizione delle proposte al Consiglio di Amministrazione in
merito (i) ai piani strategici industriali e finanziari anche pluriennali della Società e del Gruppo, nonché, in
generale, in merito alle strategie ed ai piani di intervento e di investimento per l’attività della Società e del
Gruppo; (ii) alle riprevisioni infrannuali ed al budget.
E’ tenuto inoltre a:
a)
curare l’adeguatezza, avuto riguardo alla natura ed alle dimensioni della Società, dell’assetto
organizzativo, amministrativo e contabile della stessa per riferire in merito al Consiglio di
Amministrazione ed all’attuazione del Modello Organizzativo di Gruppo;
b)
monitorare con costanza e continuità l’andamento della Società e delle società del Gruppo;
c)
curare e gestire i rapporti fra la Società e gli investitori istituzionali.
Sono conferiti all’Amministratore Delegato, sulla base di apposita deliberazione del Consiglio di
Amministrazione, tutti i poteri per la gestione ordinaria della Società che non sono riservati alla competenza
del Consiglio di Amministrazione, e del Presidente, ai sensi di legge, dello Statuto e del Codice di
Autodisciplina.
I principali limiti di valore individuati risultano: euro 3.500.000 per singoli contratti con qualsiasi terzo attinenti
all’oggetto sociale; euro 3.500.000 per operazione, anche se frazionatamente eseguita in più riprese, per
acquisizione ed alienazione di partecipazioni ed in genere per qualunque operazione di Borsa; euro
2.000.000 per risoluzione di vertenze e transazioni; euro 3.500.000 per singola operazione relativa a
finanziamenti a società del Gruppo e garanzie a o per conto terzi.
L’Amministratore Delegato rende conto al Consiglio ed al Collegio Sindacale, tempestivamente, e, in ogni
caso, con periodicità almeno trimestrale, delle attività svolte nell’esercizio delle deleghe attribuite,
assicurando in particolare che sia fornita al Consiglio di Amministrazione, affinché lo stesso ne faccia
oggetto di formale informativa ai Sindaci, adeguata informazione in merito alle operazioni significative,
atipiche, inusuali o con parti correlate, nonché in merito alle operazioni nelle quali egli abbia un interesse
proprio o per conto di terzi ed a quelle attuate mediante l’esercizio di attività di direzione e coordinamento.
Analoghi doveri hanno i Consiglieri cui siano attribuite deleghe o che abbiano, nell’ambito di operazioni,
interessi propri o per conto di terzi.
5. I Comitati
La Società ha istituito tutti i comitati previsti dal Codice di Autodisciplina delle Società Quotate di Borsa
Italiana del 1999, come rivisitato nel luglio 2002, ad eccezione del Comitato per le nomine, che non è stato
introdotto per le ragioni espresse in seguito.
Inoltre, come già riferito lo scorso anno, era stato previsto, allo scopo di migliorare il controllo sugli impegni
presi dalle società del Gruppo nei rispettivi contratti di concessione, il Comitato Consultivo per le Funzioni di
Servizio Pubblico, il quale, come meglio specificato di seguito, è stato, nel corso del 2006, riallocato
nell’ambito della controllata Autostrade per l’Italia.
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Il Comitato per la Remunerazione
Ruolo e composizione
Il Comitato formula proposte al Consiglio per la remunerazione degli Amministratori e per gli eventuali piani
di incentivazione azionaria o monetaria per la Società e per il Gruppo.
Si riunisce di norma una volta ogni tre mesi su istanza del suo Presidente e, comunque, all’occorrenza.
E’ attualmente composto dal Consigliere non esecutivo Gianni Mion, quale Presidente, dal Consigliere non
esecutivo Amerigo Borrini e dal Consigliere indipendente Alberto Clò, eletto nella lista di minoranza.
Attività
Nel 2006 il Comitato ha tenuto 6 riunioni (la percentuale di partecipazione dei membri del Comitato alle
riunioni viene indicata nella Tabella 1) ed ha assunto determinazioni e formulato proposte in merito ai
seguenti punti:
•
determinazione dei criteri per la realizzazione di interventi di Politica Retributiva per il Vertice Aziendale e
per l’Alta Direzione del Gruppo Autostrade;
•
individuazione delle linee guida e delle relative entità economiche di Politica Retributiva per Dirigenti e
Quadri del Gruppo Autostrade per il 2006;
•
determinazione dei criteri per la remunerazione variabile (M.B.O.) 2006 dell’Alta Direzione del Gruppo
Autostrade;
•
determinazione dei criteri per la consuntivazione delle schede M.B.O. 2005 del Vertice Aziendale e
dell’Alta Direzione del Gruppo Autostrade;
•
determinazione
delle
condizioni
economiche
concordate
con
l’Amministratore
Delegato
Autostrade/Presidente Autostrade per l’Italia al momento della sua cessazione dalle cariche;
•
definizione dei criteri di determinazione dei compensi del Presidente e dell’Amministratore Delegato di
Autostrade/Autostrade per l’Italia S.p.A..
Né il Presidente, né l’Amministratore Delegato hanno partecipato alle riunioni del Comitato per la
Remunerazione.
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Il Comitato per il Controllo Interno e per la Corporate Governance
Ruolo e composizione
Il Comitato ha funzioni consultive e propositive e di ausilio per le attività connesse alla verifica del corretto
funzionamento del sistema di controllo interno.
Con riferimento alla composizione si fa presente che, con la scadenza del mandato conferito al Consiglio di
Amministrazione per gli esercizi 2003/2005 – avvenuta con l’Assemblea che ha approvato il bilancio
dell’esercizio 2005 tenutasi il 7 aprile 2006 – è giunto a scadenza anche il mandato dei Consiglieri membri
del Comitato per il Controllo Interno e per la Corporate Governance.
Il Consiglio di Amministrazione nominato per gli esercizi 2006/2008 ha individuato, nella seduta del 7 aprile
2006, i nuovi membri del Comitato, confermando peraltro nella carica i precedenti componenti del Comitato
stesso.
Pertanto nel 2006 il Comitato per il Controllo Interno e per la Corporate Governance è risultato composto,
tanto prima quanto dopo la data del 7 aprile, dal Consigliere non esecutivo Giuseppe Piaggio, quale
Presidente, dal Consigliere indipendente Piero Di Salvo e dal Consigliere indipendente Guido Ferrarini,
eletto nella lista di Minoranza.
Ai lavori del Comitato partecipano il Presidente del Collegio Sindacale (o altro Sindaco effettivo, su richiesta
dello stesso) e, ove ritenuto opportuno, in relazione agli argomenti da trattare, possono essere invitati a
partecipare il Presidente del Consiglio di Amministrazione, l’Amministratore Delegato, tutti i Sindaci Effettivi
ed il responsabile dell’internal auditing.
I compiti attribuiti al Comitato sono specificatamente indicati nel Codice di Autodisciplina di Autostrade S.p.A.
pubblicato sul sito aziendale.
Attività
Nel corso dell’anno 2006 il Comitato per il Controllo Interno e per la Corporate Governance si è riunito 13
volte (la percentuale di partecipazione dei membri del Comitato alle riunioni viene indicata per singolo
componente nella Tabella 1) ed ha affrontato i seguenti temi:
•
progetto gestione rischi aziendali e processo di riorganizzazione dell’Internal Auditing;
•
incarico di revisione contabile;
•
relazione sulla Corporate Governance 2005;
•
incontri periodici con la società di revisione KPMG in relazione alle attività da questa svolte nel corso
dell’anno, con particolare riferimento al Bilancio 2005 ed alla Situazione Patrimoniale ed economica al
30/06/2006;
•
attività Internal Auditing: Consuntivo attività 2005; Programma lavori 2006; schede interventi effettuati.
•
parti correlate;
•
aggiornamento Procedure “Informazione al mercato” e “Codice Internal Dealing”;
•
situazioni Patrimoniali ed Economiche al 31/03/2006 ed al 30/09/2006;
•
comitato Post Audit;
405
•
relazione KPMG sui dati economici, patrimoniali e finanziari pro-forma al 31/12/2005;
•
accordo fiscale con l’Agenzia delle Entrate;
•
relazioni periodiche sull’attività svolta dal Comitato stesso nel corso del 2006;
•
nuovo Codice di Autodisciplina delle società quotate;
•
proposte per il Piano di Audit 2007-2009.
I membri del Comitato hanno inoltre svolto una riunione informale in data 12 ottobre 2006 in merito al Piano
di azione post risk assessment 2006, con la presenza del responsabile dell’Unità operativa Risk
Management e Controllo Interno che ha relazionato sulle attività in corso di svolgimento.
Il Comitato Consultivo per le Funzioni di Servizio Pubblico
Il Codice di Autodisciplina di Autostrade S.p.A. prevede, tra gli organi di Corporate Governance della stessa
Autostrade S.p.A., il Comitato Consultivo per le Funzioni di Servizio Pubblico, con il compito di svolgere
funzioni consultive a favore del Consiglio di Amministrazione di Autostrade S.p.A. medesima circa
l’osservanza da parte delle Società controllate autostradali degli obblighi di natura convenzionale derivanti
dai rapporti con l’ANAS, nonché per ogni altra questione connessa all’attività dalle stesse svolte nei confronti
e nei rapporti con le pubbliche istituzioni.
Nello svolgimento dell’incarico il Comitato deve
effettuare una certificazione indipendente del
comportamento di Autostrade per l’Italia e delle altre Società concessionarie autostradali rispetto agli
obblighi convenzionali assunti con l’ANAS.
Proprio in considerazione della specificità dell’incarico sopra indicato nonché di una rivisitazione dell’intero
sistema di Corporate Governance, il Consiglio di Amministrazione di Autostrade S.p.A. ha valutato
l’opportunità di riallocare lo stesso Comitato nell’ambito della società concessionaria Autostrade per l’Italia.
Pertanto, nella seduta del 21 luglio 2006, dopo aver preso atto delle dimissioni di due dei tre componenti del
Comitato, il Prof. Ernesto Stajano ed il Prof. Angelo Piazza, ha deliberato di procedere alla revisione del
Codice di Autodisciplina di Autostrade S.p.A., prevedendo in particolare la soppressione di tale Comitato –
che per effetto delle dimissioni anzidette risultava composto unicamente dal Prof. Manin Carabba - tra gli
organi di Corporate Governance di Autostrade S.p.A e la sua istituzione nell’ambito di Autostrade per l’Italia
S.p.A.
Il Consiglio di Amministrazione di Autostrade per l’Italia S.p.A., quindi, nella seduta del 6 ottobre 2006 ha
deliberato la costituzione del Comitato Consultivo per le Funzioni di Servizio Pubblico, composto da tre
componenti e precisamente: Prof. Cesare Ruperto, quale Presidente, Prof. Andrea Monorchio e Prof. Manin
Carabba, con scadenza dell'incarico il 31/12/2008.
Il Comitato per le Funzioni di Servizio Pubblico, nella persona del Prof. Manin Carabba, ha esaminato
l’andamento degli investimenti realizzati da Autostrade per l’Italia nel corso del primo semestre 2006,
trasmettendo la relativa relazione in data 15 luglio 2006.
Per quanto concerne la costituzione, all’interno del Consiglio di Amministrazione, di un Comitato per le
proposte di nomina alla carica di Amministratore, si ribadisce, così come riferito lo scorso anno, che tale
Comitato non è stato istituito all’interno del Consiglio di Amministrazione di Autostrade S.p.A. in quanto la
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nomina dei membri del Consiglio di Amministrazione ha luogo in conformità ad una procedura, prevista
dall’art. 20 dello Statuto Sociale, quale il voto di lista, delineata nel testo statutario con modalità tali da
renderla trasparente e conforme ai requisiti richiesti dal Codice di Autodisciplina delle Società Quotate.
Il Consiglio di Amministrazione di Autostrade, pertanto, tenuto conto che:
•
la previsione di tale Comitato – che peraltro non rappresenta un obbligo, ma solo una facoltà concessa al
Consiglio di Amministrazione - è motivata, ai sensi dell’art. 7 del Codice di Autodisciplina predisposto dal
Comitato per la Corporate Governance delle Società Quotate (versione di luglio 2002), dall’esigenza di
rendere trasparente la procedura di selezione, esigenza nel caso di specie non ravvisabile tenuto conto
del citato disposto dello statuto; e che
•
in Autostrade S.p.A., come l’esperienza pregressa ha dimostrato, non si sono manifestate, finora,
difficoltà, da parte degli azionisti, nel predisporre le proposte di nomina, non ha ritenuto necessario
provvedere all’istituzione di tale Comitato.
6. Il Collegio Sindacale
Fino all’Assemblea del 7 aprile 2006 la composizione del Collegio Sindacale era la seguente: Presidente,
Alessandro Trotter; Sindaci Effettivi, Angelo Miglietta, Giovanni Quaglia, Raffaello Lupi e Marco Spadacini;
Sindaci Supplenti Giuseppe Maria Cipolla e Giandomenico Genta.
L’Assemblea degli Azionisti del 7 aprile 2006 ha eletto, mediante la procedura del voto di lista (che prevede
la nomina di 2 Sindaci Effettivi e di 1 Supplente da parte della minoranza), il Collegio Sindacale per gli
esercizi 2006-2007-2008. Sono stati eletti con la lista di maggioranza i Sindaci Effettivi Alessandro Trotter,
Tommaso Di Tanno e Angelo Miglietta ed il Sindaco Supplente Giandomenico Genta, con la lista di
minoranza il Presidente (in attuazione di quanto previsto dall’art. 148 del D. Lgs. n. 58/1998, come
modificato dalla Legge n. 262/2005) Marco Spadacini, il Sindaco Effettivo Raffaello Lupi ed il Sindaco
Supplente Giuseppe Maria Cipolla.
Tutti i Sindaci in carica sono in possesso dei requisiti di professionalità/onorabilità stabiliti dalle normative
applicabili. In particolare lo Statuto prevede che non possono assumere la carica né possono essere inseriti
nelle liste coloro che già ricoprono la carica di Sindaco Effettivo in più di quattro società emittenti titoli quotati
nei mercati regolamentati, con esclusione delle società controllate da Autostrade S.p.A..
Nella tabella riepilogativa (Tabella 2) viene riportato per ciascun Sindaco il numero di incarichi di
amministratore o sindaco dagli stessi ricoperti in altre Società quotate in mercati regolamentati italiani oltre
all’incarico ricoperto in Autostrade S.p.A. e, nell’Allegato B, l’elencazione degli incarichi stessi.
Nel corso dell’esercizio 2006 il Collegio Sindacale di Autostrade S.p.A. si è riunito 12 volte (la percentuale di
partecipazione dei Sindaci attualmente in carica viene indicata nella Tabella 2).
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7. La società di revisione
La Società di revisione e organizzazione contabile, incaricata di effettuare la revisione del bilancio
d’esercizio, del bilancio consolidato, della periodica verifica della regolare tenuta della contabilità e di
revisione limitata della relazione semestrale consolidata di Autostrade S.p.A., relative agli esercizi 20062011, è KPMG S.p.A.
Il Collegio Sindacale e la Società di revisione si scambiano periodicamente informazioni e dati sui rispettivi
controlli effettuati.
8. Assemblee
Gli amministratori incoraggiano e facilitano la partecipazione più ampia possibile degli Azionisti alle
Assemblee, in particolare fornendo ogni informazione e tutti i documenti necessari per una agevole e
consapevole partecipazione all’Assemblea.
Alle Assemblee di norma partecipano tutti gli Amministratori.
Il Codice di Autodisciplina prevede che le Assemblee siano occasione anche per la comunicazione agli
Azionisti di informazioni sulla gestione della Società e sulle sue prospettive, nel rispetto della disciplina sulle
informazioni “price sensitive”. Gli Amministratori, in caso di variazioni significative del valore complessivo
della capitalizzazione, della composizione della compagine sociale e del numero degli Azionisti della
Società, valutano l’opportunità di proporre all’Assemblea modifiche all’atto costitutivo, relativamente alle
percentuali stabilite per dar corso alle azioni e per l’esercizio delle prerogative poste a tutela delle
minoranze.
Nel corso del 2006 si sono tenute tre Assemblee. La prima, in data 7/04/2006, Assemblea Ordinaria avente
ad oggetto l’approvazione del bilancio al 31/12/2005, il conferimento dell’incarico alla società di revisione,
l’autorizzazione per l’acquisto e per l’alienazione di azioni proprie, la determinazione del numero e la nomina
degli Amministratori e del Presidente, la nomina del Collegio Sindacale e del suo Presidente. La seconda, in
data 30/06/2006, Assemblea Straordinaria ed Ordinaria avente ad oggetto per la parte Straordinaria
l’approvazione del progetto di fusione per incorporazione di Autostrade S.p.A. in Abertis Infraestructuras S.A.
e per la parte Ordinaria l’integrazione del Consiglio di Amministrazione. La terza, in data 13/12/2006,
Assemblea Ordinaria avente ad oggetto la distribuzione di un dividendo straordinario, condizionata
all’efficacia della fusione e non più deliberata a seguito delle sopravvenute circostanze ostative all’attuazione
della fusione medesima.
9. Procedura per l’informazione societaria al mercato
La gestione delle informazioni riservate è curata dal Presidente, d’intesa con l’Amministratore Delegato. Il
Consiglio di Amministrazione della Società, che aveva già approvato la Procedura per l’Informazione
Societaria al Mercato nel luglio 2004, tenuto conto delle novità introdotte dalla Legge n. 262/2005 “Legge sul
Risparmio” e dalla Legge n. 62/2005 “Legge Comunitaria 2004”, ha approvato nel marzo 2006 la nuova
procedura.
Tale procedura regola la comunicazione al mercato delle informazioni privilegiate da parte di Autostrade
S.p.A. e delle Società del Gruppo (intendendosi per tali le Società Controllate direttamente o indirettamente
408
dalla stessa), così come previsto dalla normativa di riferimento e in conformità a quanto previsto dall’art. 9
del Codice di Autodisciplina e dal capitolo 7 del Codice Etico di Gruppo.
Il testo completo della Procedura per l’Informazione Societaria al Mercato è visionabile sul sito aziendale
www.autostrade.it/investor/corporate.
La procedura per l’informazione societaria al mercato è completata ed integrata da quanto previsto dal
Codice di Comportamento in materia di internal dealing, anch’esso approvato nella sua ultima versione nel
marzo 2006 in attuazione delle previsioni di cui all’art. 114 comma 7 del D.Lgs. n. 58/1998 e agli artt. 152
sexies, 152 septies e 152 octies del Regolamento Consob n 11971. Il Codice disciplina gli obblighi
informativi nei confronti di Autostrade S.p.A. e del Mercato, relativi alle operazioni di acquisto, vendita,
sottoscrizione o scambio di azioni emesse da Autostrade o di strumenti finanziari collegati alle azioni che
raggiungono l’importo di euro 5000 entro la fine di ciascun anno.
Il Codice della Società individua le Persone Rilevanti, ognuna delle quali dovrà indicare ulteriori Persone
Rilevanti, in relazione all’attività svolta o all'incarico assegnato alle stesse, anche per periodi di tempo
limitati.
Sono previsti periodi di blocco, nei quali è fatto divieto di compiere le operazioni indicate.
Il
testo
completo
del
Codice
di
Internal
Dealing
è
visionabile
sul
sito
aziendale
www.autostrade.it/investor/corporate.
10. Procedura per le operazioni con le parti correlate
Le operazioni con parti correlate sono deliberate ed eseguite nel rispetto di principi di trasparenza e di criteri
di correttezza sostanziale e procedurale ed in conformità ai principi adottati dal Consiglio di Amministrazione,
su proposta del Comitato per il Controllo Interno e la Corporate Governance, definiti in apposito
regolamento.
A tal fine il Consiglio di Amministrazione - anche tenendo conto di quanto al riguardo previsto dall’art. 71 bis
del Regolamento Consob n. 11971 del 14 maggio 1999 e successive modificazioni, della Comunicazione
Consob n. DEM/2064231 del 30 settembre 2002, e del principio contabile IAS 24 - ha approvato a luglio
2004 la Procedura per le Operazioni con Parti Correlate. Anche tale procedura sarà oggetto di rivisitazione
in occasione delle valutazioni sull’adesione al nuovo codice di autodisciplina sopra richiamato.
La Procedura contiene i principi di comportamento per l’effettuazione di operazioni con parti correlate e
definisce i criteri per l’identificazione delle stesse.
Viene inoltre prevista una disciplina differenziata a seconda se le operazioni con parti correlate siano
individuate come rilevanti, riservate in via esclusiva alla competenza del Consiglio di Amministrazione, e non
rilevanti, intese queste ultime come quelle operazioni tipiche o usuali che, per oggetto, natura, caratteristiche
o condizioni, non sono estranee al normale corso degli affari della Società e quelle che non presentano
particolari elementi di criticità anche con riferimento ai rischi inerenti alla controparte o al tempo del loro
compimento.
409
Il testo completo della Procedura per le Operazioni con Parti Correlate è visionabile sul sito aziendale
www.autostrade.it/investor/corporate.
Ai fini della specifica individuazione delle operazioni con parti correlate effettuate dalla Società nel corso del
2006, si richiama quanto riportato al paragrafo “Rapporti con parti correlate” nel capitolo “Autostrade S.p.A.:
Andamento economico finanziario e altre informazioni” della relazione sulla gestione.
11. Procedura per le informazioni al Collegio Sindacale
Il Consiglio di Amministrazione di Autostrade S.p.A. ha approvato, nel dicembre 2004, un’apposita
Procedura per le informazioni al Collegio Sindacale ai sensi dell’art. 150 comma 1 del Decreto Legislativo
n. 58/1998, sostitutiva di quella precedentemente in vigore.
Essa persegue l’obiettivo di creare le condizioni affinché siano fornite al Collegio Sindacale le informazioni
funzionali allo svolgimento dell’attività di vigilanza ad esso demandata dal suddetto Decreto ed inoltre,
favorendo la trasparenza della gestione della Società, consente a ciascun amministratore di partecipare alla
gestione stessa in maniera più consapevole e informata. Con la procedura, infatti, si attivano i flussi
informativi tra Amministratore Delegato e Consiglio di Amministrazione raccomandati dal Codice di
Autodisciplina e finalizzati a confermare la centralità dell’organo di gestione della Società, assicurando piena
simmetria informativa tra tutti i componenti il Consiglio stesso ed il Collegio Sindacale, e a rinforzare il
sistema dei controlli interni.
Sono oggetto dell’informativa prevista dalla procedura le informazioni:
•
sull’attività svolta;
•
sulle operazioni di maggior rilievo economico, finanziario e patrimoniale;
•
sulle attività attraverso le quali la Società esercita attività di direzione e coordinamento che non siano già
comprese nelle informazioni sull’attività svolta;
•
sulle operazioni atipiche o inusuali e su ogni altra attività od operazione si ritenga opportuno comunicare
al Collegio Sindacale.
Le informazioni fornite si riferiscono all’attività svolta ed alle operazioni effettuate nell’intervallo di tempo (al
massimo pari a tre mesi) successivo a quello, anch’esso non superiore a tre mesi, oggetto della precedente
informativa.
Ai fini dell’informativa da rendere, la procedura individua le operazioni che possono essere considerate di
maggior rilievo economico, finanziario e patrimoniale. In particolare, oltre alle operazioni riservate al
Consiglio di Amministrazione ai sensi dell’art. 2381 del codice civile, nonché dello Statuto e del Codice di
Autodisciplina, le operazioni considerate di rilievo, effettuate da Autostrade S.p.A. o dalle principali società
controllate, dirette e indirette, sono:
•
le emissioni di strumenti finanziari per un controvalore complessivo superiore a 5 milioni di euro;
•
la concessione o l’assunzione di finanziamenti e la prestazione di garanzie e le operazioni di
investimento e disinvestimento, anche immobiliare, per importi superiori in aggregato a 5 milioni di euro;
•
le operazioni di acquisizione e cessione di partecipazioni, di aziende o di rami d’azienda, di cespiti e di
altre attività, per importi per singola operazione superiori a 5 milioni di euro;
•
le operazioni di fusione o scissione.
410
Nel corso dell’esercizio il Consiglio di Amministrazione ha correntemente informato con cadenza trimestrale
il Collegio Sindacale.
12. L’Auditing Interno
Il Consiglio di Amministrazione ha la responsabilità del sistema di controllo interno, del quale fissa le linee di
indirizzo e verifica periodicamente l'adeguatezza e l'effettivo funzionamento, assicurandosi che i principali
rischi aziendali (operativi, finanziari, o di altra natura) siano identificati e gestiti in modo adeguato.
L'Amministratore Delegato definisce gli strumenti e le modalità di attuazione del sistema di controllo interno,
in esecuzione degli indirizzi del Consiglio di Amministrazione; assicura l’adeguatezza complessiva del
sistema stesso, la sua concreta funzionalità, il suo adeguamento alle modificazioni delle condizioni operative
e del panorama legislativo e regolamentare.
Al fine di verificare il corretto funzionamento del sistema di controllo interno, il Consiglio di Amministrazione
si avvale del Comitato per il Controllo Interno e per la Corporate Governance, nonché di un preposto, dotato
di un adeguato livello di indipendenza e di mezzi idonei allo svolgimento della funzione.
Il preposto al controllo interno, espressione della funzione di internal auditing, non dipende gerarchicamente
da alcun responsabile di aree operative e riferisce del suo operato al Presidente e all’Amministratore
Delegato, nonché al Comitato per il Controllo Interno e per la Corporate Governance e al Collegio Sindacale.
L’Amministratore Delegato dà attuazione agli interventi sul sistema di controllo interno che si rendano
necessari in esito alle attività di verifica come sopra svolte, a tal fine potendo nominare uno o più preposti.
All’Auditing Interno sono attribuite le funzioni di monitoraggio e verifica del corretto funzionamento del
sistema di controllo interno.
Tale attività viene eseguita attraverso la realizzazione, nell’ambito del proprio programma annuale, di
interventi ispettivi e di controllo, finalizzati a verificare che i processi realizzati dalle varie Unità aziendali e
dalle Società del Gruppo avvengano nel rispetto della normativa di legge e delle procedure e disposizioni
interne, segnalando ai Vertici eventuali interventi correttivi.
A valle di tali interventi vengono predisposte apposite relazioni che contengono le conclusioni del lavoro
ispettivo citato e le indicazioni con riferimento ai miglioramenti organizzativi, di processo e di sistema ritenuti
necessari.
Nel corso del 2006 particolare attenzione è stata posta dai Vertici aziendali nella implementazione dei
sistemi di controllo interno attualmente esistenti attraverso un progetto che ha portato la Società,
successivamente al 31 marzo 2006, da una parte ad avviare un progetto sulle aree più critiche, e dall’altra
ad istituire, nel mese di luglio 2006, un’apposita Unità Organizzativa, denominata Risk Management e
Controllo Interno, con il compito di effettuare l’identificazione, la gestione e il monitoraggio dei rischi
aziendali, riportando direttamente al Presidente e all’Amministratore Delegato. Tale Unità ha proseguito nel
secondo semestre 2006 l’implementazione delle azioni correttive presenti nel “Piano degli interventi” per il
miglioramento del Sistema di Controllo Interno, documento con cui l’advisor aveva concluso il suo lavoro.
411
13. Il D. Lgs n. 231/2001 e il Gruppo Autostrade
Nel corso del 2006 Autostrade ha proseguito nell’analisi e nell’adeguamento dei propri strumenti
organizzativi, di gestione e di controllo alle esigenze espresse dal D. Lgs. n. 231/2001 e sue successive
modifiche. In particolare il Modello Organizzativo, di Gestione e di Controllo adottato da Autostrade è stato
implementato per tenere conto sia dei reati societari introdotti dal D.Lgs. n. 61/2007 che dei nuovi reati in
tema di abusi di mercato introdotti dalla Legge Comunitaria 2004 (Legge n. 62/2005), avvalendosi di esperti
penalisti per la predisposizione dei relativi protocolli organizzativi.
L’adozione del Modello Organizzativo, di Gestione e di Controllo ha contribuito ad implementare il Sistema di
Controllo Interno del Gruppo Autostrade, come indicato anche nel nuovo Codice di Autodisciplina.
L’Organismo di Vigilanza di Autostrade, presieduto dal Dott. Renato Granata, Presidente Emerito della Corte
Costituzionale e Primo Presidente Aggiunto Onorario della Corte di Cassazione, e composto dal
Responsabile della Direzione Legale e dal Responsabile dell’Auditing Interno, si è riunito nel corso del 2006
12 volte affrontando le problematiche conseguenti alle variazioni normative intervenute ed attuando il Piano
di Azione per il monitoraggio e la valutazione dell’adeguatezza del Modello Organizzativo, di Gestione e di
Controllo adottato da Autostrade.
L’Organismo di Vigilanza di Autostrade nel corso del 2006 ha, come previsto nel Modello Organizzativo,
riferito periodicamente al Consiglio di Amministrazione della Società, al Collegio Sindacale ed alla Società
incaricata della Revisione del Bilancio, in ordine alle attività svolte con riferimento sia all’aggiornamento del
Modello Organizzativo, di Gestione e di Controllo– avvalendosi di un flusso informativo periodico, da parte
della Direzione competente, in merito alle modifiche intervenute con riferimento alla struttura organizzativa
e/o le procedure organizzative della Società - che in merito alle verifiche compiute anche con l’ausilio
dell’unità Auditing Interno.
Per quanto concerne le Società del Gruppo, i rispettivi Organismi di Vigilanza, al pari di quanto attuato
dall’Organismo di Vigilanza della Capogruppo, hanno realizzato i propri piani di azione per monitorare e
valutare l’adeguatezza dei Modelli Organizzativi, di Gestione e di Controllo adottati dalle singole Società.
Sono state effettuate le previste verifiche operative per mezzo dell’Auditing Interno della Capogruppo e sono
state predisposte e inviate ai Consigli di Amministrazione, ai Collegi Sindacali e alle Società incaricate della
Revisione dei Bilanci le Relazioni periodiche in merito alle attività di vigilanza realizzate nei periodi di
riferimento.
14. L’Investor Relations
La comunicazione finanziaria di Autostrade è rivolta all’intera comunità degli stakeholders, con particolare
attenzione al mercato e alle istanze delle istituzioni pubbliche di riferimento.
A tale scopo la Società assume quale proprio obiettivo il mantenimento e lo sviluppo di un costruttivo dialogo
con gli azionisti e gli investitori istituzionali, fondato sulla comprensione dei reciproci ruoli. Alla
comunicazione finanziaria è dedicata una specifica struttura aziendale, l’unità Investor Relations, Industrial &
Financial Support, responsabile a livello di Gruppo delle relazioni con la comunità finanziaria nazionale e
internazionale. La struttura societaria dedicata all’Investor Relations ha il compito di fornire al mercato una
412
rappresentazione quantitativa e qualitativa tempestiva, completa e chiara delle strategie e dei risultati della
gestione aziendale, curando la comunicazione con il mercato (investitori e analisti finanziari) in tutti i suoi
aspetti:
•
informativa societaria obbligatoria periodica (ad esempi: bilanci, relazioni semestrali e trimestrali);
•
informativa societaria obbligatoria straordinaria (in concomitanza con le operazioni straordinarie sul
capitale della Società o sulla struttura del Gruppo);
•
informazione obbligatoria continua sui fatti rilevanti;
•
informazione spontanea, di supporto per gli operatori del mercato.
L’informativa obbligatoria periodica e straordinaria avviene tramite:
•
la regolare pubblicazione del bilancio annuale e delle relazioni periodiche;
•
la tempestiva trasmissione alla Consob dei prospetti informativi, in concomitanza con eventuali
operazioni straordinarie che interessano l’azienda.
I documenti vengono tempestivamente pubblicati sulla sezione del sito internet aziendale dedicata
all’Investor Relations e sinteticamente presentati alla comunità finanziaria, tramite l’impegno diretto del top
management della Società, che si concretizza attraverso incontri opportunamente dedicati.
L’informativa obbligatoria continua sui fatti rilevanti avviene in conformità a quanto previsto dal Decreto
Legislativo 24 febbraio 1998, n. 58 e dal Regolamento emittenti della Consob, recependone i recenti
aggiornamenti e integrazioni, nel pieno rispetto di quanto previsto dal Codice di Autodisciplina per le Società
Quotate e dalla Guida per l’Informazione al Mercato di Borsa Italiana, secondo le istruzioni contenute nella
già illustrata “Procedura per l’Informazione Societaria al Mercato”.
L’informazione spontanea verso investitori e analisti avviene attraverso regolari incontri (road-show,
conference call, one on one) con gli investitori istituzionali delle principali piazze finanziarie, sia in ambito
nazionale che internazionale.
413
TABELLA 1: STRUTTURA DEL CONSIGLIO DI AMMINISTRAZIONE E DEI COMITATI
Note:
(*)
La presenza di tale simbolo indica se l’Amministratore è stato designato attraverso liste presentate dalla minoranza.
( ) La presenza di tale simbolo indica l'appertenenza al Comitato Esecutivo.
(1)
In questa colonna è indicata la percentuale di partecipazione degli Amministratori rispettivamente alle riunioni del CdA e dei Comitati. In tale percentuale si tiene conto che alcuni
Amministratori facevano parte anche del CdA in carica antecedente all'Assemblea del 7/04/2006.
(2)
In questa colonna è indicato il numero di incarichi di Amministratore o Sindaco ricoperti dal soggetto interessato in altre società quotate in mercati regolamentati, anche esteri, in società
finanziarie, bancarie, assicurativi o di rilevanti dimensioni.
(3)
In questa colonna è indicata con una “X” l’appartenenza del membro del CdA al Comitato.
(4)
Cooptato nel Consiglio di Amministrazione del 12/05/2006 in sostituzione dell'Amministratore Giuseppe Guarino che ha rassegnato le dimissioni il 2/05/2006 e nominato dall'Assemblea
Ordinaria il 30/06/2006.
(5)
Nominata dall'Assemblea Ordinaria il 30/06/2006.
414
TABELLA 2: STRUTTURA DEL COLLEGIO SINDACALE
Note:
(*)
(1)
(2)
L’asterisco indica se il Sindaco è stato designato attraverso liste presentate dalla minoranza.
In questa colonna è indicata la percentuale di partecipazione dei Sindaci alle riunioni del Collegio Sindacale. In tale percentuale si tiene
conto che alcuni Sindaci facevano parte anche del Collegio Sindacale in carica antecedente all'Assemblea del 7/04/2006.
In questa colonna è indicato il numero di incarichi di Amministratore o Sindaco ricoperti dal soggetto interessato in altre società quotate in
mercati regolamentati italiani.
415
TABELLA 3: ALTRE PREVISIONI DEL CODICE DI AUTODISCIPLINA
SI
NO
Sintesi delle motivazioni dell’eventuale
scostamento dalle raccomandazioni
del Codice
Sistema delle deleghe e operazioni con parti correlate
Il CdA ha attribuito deleghe definendone:
a) limiti
X
nessuna
b) modalità d’esercizio
X
″
c) e periodicità dell’informativa?
X
″
″
Il CdA si è riservato l’esame e approvazione delle operazioni
aventi un particolare rilievo economico, patrimoniale e
finanziario (incluse le operazioni con parti correlate)?
X
Il CdA ha definito linee-guida e criteri per l’identificazione delle
operazioni “significative”?
X
Le linee-guida e i criteri di cui sopra sono descritti nella
relazione?
X
Il CdA ha definito apposite procedure per
approvazione delle operazioni con parti correlate?
l’esame
e
X
Le procedure per l’approvazione delle operazioni con parti
correlate sono descritte nella relazione?
X
″
″
″
″
Procedure della più recente nomina di amministratori e sindaci
Il deposito delle candidature alla carica di amministratore è
avvenuto con almeno dieci giorni di anticipo?
X
Le candidature alla carica di amministratore erano
accompagnate da esauriente informativa?
Le candidature alla carica di amministratore erano
accompagnate dall’indicazione dell’idoneità a qualificarsi come
indipendenti?
X
nessuna
″
″
X
416
SI
NO
Sintesi delle motivazioni dell’eventuale
scostamento dalle raccomandazioni
del Codice
″
Il deposito delle candidature alla carico di sindaco è avvenuto
con almeno dieci giorni di anticipo?
X
Le candidature alla carica di sindaco erano accompagnate da
esauriente informativa?
X
nessuna
La società ha approvato un Regolamento di Assemblea?
X
″
Il Regolamento è allegato alla relazione (o è indicato dove esso
è ottenibile/scaricabile)?
X
Assemblee
″
Controllo interno
La società ha nominato i preposti al controllo interno?
″
X
I preposti sono gerarchicamente non dipendenti da responsabili
X
di aree operative?
Unità organizzativa preposta del controllo interno (ex art. 9.3 del
AUDITING INTERNO
Codice)
″
″
Investor relations
La società ha nominato un responsabile investor relations?
X
″
Investor Relations: MASSIMO SONEGO
Unità organizzativa e riferimenti (indirizzo/telefono/fax/e-mail)
Via A. Bergamini, 50 - 00159 ROMA - ITALIA
del responsabile investor relations
Tel./fax: 06/43634789 - e-mail: [email protected]
417
Allegato A
Elenco degli incarichi degli amministratori in altre societa’ quotate in mercati
regolamentati, anche esteri, in societa’ finanziarie, bancarie, assicurative o di rilevanti
dimensioni
AMMINISTRATORE
ALTRI INCARICHI
GROS-PIETRO
Gian Maria
¾
¾
¾
¾
¾
Presidente di Autostrade per l’Italia S.p.A.
Presidente di Perseo S.p.A.
Consigliere di Amministrazione di Edison S.p.A.
Consigliere di Amministrazione di Fiat S.p.A.
Consigliere di Amministrazione di SEAT Pagine Gialle S.p.A.
CASTELLUCCI
Giovanni
¾
¾
¾
¾
¾
¾
¾
¾
Amministratore Delegato di Autostrade per l’Italia S.p.A.
Amministratore Delegato di Autostrade Sud America S.r.l.
Vice Presidente di Autostrade del Brennero S.p.A.
Consigliere di Amministrazione di Autovie Venete S.p.A.
Consigliere di Amministrazione di Strada dei Parchi S.p.A.
Consigliere di Amministrazione di Autostrada Torino-Savona S.p.A.
Consigliere di Amministrazione di IGLI S.p.A.
Consigliere di Amministrazione di Impregilo S.p.A.
ALEMANY MAS
Salvador
¾ Presidente di Acesa Italia S.r.l.
¾ Presidente ed Amministratore Delegato di Autopistas Concessionaria
Española S.A.
¾ Amministratore Delegato di Abertis Infraestructuras S.A.
¾ Amministratore Unico di Castellana de Autopistas S.A. Concessionaria
del Estrado
¾ Amministratore Unico di Autopistes de Catalunya S.A. Concessionaria
de la Generalitat de Catalunya Aucat S.A.
¾ Consigliere di Amministrazione di Iberpistas S.A. Concessionaria del
Estado
¾ Consigliere di Amministrazione di Schemaventotto S.p.A.
BENETTON
Gilberto
¾
¾
¾
¾
¾
¾
¾
¾
¾
¾
¾
BOMBASSEI
Alberto
¾ Presidente di Brembo S.p.A.
¾ Consigliere di Amministrazione di Italcementi S.p.A.
¾ Consigliere di Amministrazione di Pirelli & C S.p.A.
Presidente di Autogrill S.p.A.
Presidente di Edizione Holding S.p.A.
Presidente di Sintonia S.p.A.
Vice Presidente di Olimpia S.p.A.
Vice Presidente di Telecom Italia S.p.A.
Consigliere di Amministrazione di Aldeasa S.A.
Consigliere di Amministrazione di Benetton Group S.p.A.
Consigliere di Amministrazione di Lloyd Adriatico S.p.A.
Consigliere di Amministrazione di Mediobanca S.p.A.
Consigliere di Amministrazione di Pirelli & C. S.p.A.
Consigliere di Amministrazione di Schemaventotto S.p.A.
418
AMMINISTRATORE
ALTRI INCARICHI
¾
¾
¾
¾
¾
¾
BORRINI
Amerigo
¾
¾
¾
¾
¾
¾
¾
¾
¾
¾
¾
¾
¾
¾
Presidente di Banca Generali Fiduciaria SIM
Presidente di Generali Horizon
Consigliere di Amministrazione di Autovie Venete S.p.A.
Consigliere di Amministrazione di Banca Generali
Consigliere di Amministrazione di BSI Generali Bank
Consigliere di Amministrazione di Finanziaria Internazionale Alternative
Investment SGR
Consigliere di Amministrazione di Finanziaria Internazionale Holding
Consigliere di Amministrazione di Flandria
Consigliere di Amministrazione di Generali Asset Management SGR
Consigliere di Amministrazione di Generali Investment Luxembourg S.A.
Consigliere di Amministrazione di Generali Investment Ltd (IRL)
Consigliere di Amministrazione di Generali Finance B.V. (NL)
Consigliere di Amministrazione di Generali Vita
Consigliere di Amministrazione di Genertel
Consigliere di Amministrazione di Graafshap Holland N.V. (NL)
Consigliere di Amministrazione di Premuda S.p.A.
Consigliere di Amministrazione di Save – Aeroporto di Venezia Marco
Polo
Consigliere di Amministrazione di Toro Assicurazioni
Consigliere di Amministrazione di Transocean Holding Corporation
Direttore di Genirland
CERA
Roberto
¾ Consigliere di Amministrazione di Autostrade per l’Italia S.p.A.
¾ Consigliere di Amministrazione di Beni Stabili S.p.A.
¾ Consigliere di Amministrazione di Schemaventotto S.p.A.
CLO’
Alberto
¾
¾
¾
¾
Consigliere di Amministrazione di ASM Brescia S.p.A.
Consigliere di Amministrazione di De Longhi S.p.A.
Consigliere di Amministrazione di ENI S.p.A.
Consigliere di Amministrazione di Italcementi S.p.A.
DE SIMOI
Sergio
¾
¾
¾
¾
¾
¾
¾
Consigliere di Amministrazione di Autogrill S.p.A.
Consigliere di Amministrazione di Edizione Finance Intenational S.A.
Consigliere di Amministrazione di Schemaventotto S.p.A.
Consigliere d Amministrazione di Sintonia S.p.A.
Consigliere di Amministrazione di 21 Investimenti S.p.A.
Consigliere di Amministrazione di 21 Investimenti Partners S.p.A.
Sindaco Effettivo di Olimpia S.p.A.
DI SALVO
Piero
¾ Presidente di Autostrade Meridionali S.p.A.
¾ Presidente del Collegio Sindacale di 3C S.p.A.
FASSONE
Antonio
¾ Consigliere di Amministrazione di Schemaventotto S.p.A.
¾ Consigliere di Amministrazione della Fondazione Cassa di Risparmio di
Torino
FERRARINI
Guido
¾ Presidente di TLX S.p.A.
¾ Consigliere di Amministrazione di Telecom Italia S.p.A.
MION
Gianni
¾
¾
¾
¾
¾
¾
¾
¾
¾
¾
Amministratore Delegato di Edizione Holding S.p.A.
Amministratore Delegato di Sintonia S.p.A.
Consigliere di Amministrazione di Aeroporti di Roma S.p.A.
Consigliere di Amministrazione di Autogrill S.p.A.
Consigliere di Amministrazione di Benetton Group S.p.A.
Consigliere di Amministrazione di Cartiere Burgo S.p.A.
Consigliere di Amministrazione di Luxottica Group S.p.A.
Consigliere di Amministrazione di Olimpia S.p.A.
Consigliere di Amministrazione di Schemaventotto S.p.A.
Consigliere di Amministrazione di Telecom Italia S.p.A.
419
AMMINISTRATORE
ALTRI INCARICHI
¾ Consigliere di Amministrazione di 21 Investimenti S.p.A.
PIAGGIO
Giuseppe
¾ Presidente di Schemaventotto S.p.A.
¾ Consigliere di Amministrazione di Autostrade per l’Italia S.p.A.
¾ Consigliere di Amministrazione della Fondazione Cassa di Risparmio di
Torino
¾ Consigliere di Amministrazione di IGLI S.p.A.
¾ Consigliere di Amministrazione di Impregilo S.p.A.
TORCHIA
Luisa
¾ Consigliere di Amministrazione di ACEA S.p.A.
¾ Consigliere di Amministrazione di Cassa Depositi e Prestiti
420
421
5. OTHER REPORTS
422
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REPORT OF THE BOARD OF STATUTORY AUDITORS
(Italian version)
RELAZIONE DEL COLLEGIO SINDACALE ALL’ASSEMBLEA DEGLI AZIONISTI
(ai sensi dell’art 153 del decreto legislativo n. 58/1998 e dell’art. 2429, comma 3, c.c.)
all’Assemblea degli Azionisti della Società Autostrade S.p.A.
Nel corso dell’esercizio chiuso il 31 dicembre 2006 abbiamo svolto l’attività di vigilanza prevista dalla
legge adottando tra l’altro i Principi di comportamento raccomandati dai Consigli Nazionali dei Dottori
Commercialisti e dei Ragionieri.
In particolare, anche in osservanza delle indicazioni fornite dalla CONSOB, con Comunicazione del 6
aprile 2001, riferiamo quanto segue:
•
abbiamo vigilato sull’osservanza della legge e dell’atto costitutivo;
•
abbiamo ottenuto dagli Amministratori con periodicità trimestrale adeguate informazioni
sull’attività svolta e sulle operazioni di maggior rilievo economico, finanziario e patrimoniale
effettuate dalla Società e dalle Società controllate, assicurandoci che le azioni deliberate e poste
in essere fossero conformi alla legge e allo Statuto Sociale, non fossero in potenziale conflitto di
interesse o in contrasto con le delibere assunte dall’Assemblea, non fossero manifestamente
imprudenti o azzardate o tali da compromettere l’integrità del patrimonio aziendale;
•
abbiamo verificato, in merito al Progetto di fusione per incorporazione di Autostrade S.p.A. in
Abertis Infraestructuras S.A., approvato dal Consiglio di Amministrazione in data 2 maggio 2006 e
successivamente confermato dalle deliberazioni assembleari del 30 giugno 2006, il puntuale
rispetto della normativa prevista per le fusioni societarie. In particolare, tenuto conto che nelle
ipotesi di fusione di società quotate il Collegio ha l’obbligo di vigilare sull’osservanza da parte
degli amministratori degli articoli del codice civile dal 2501 al 2505 quater, mentre le verifiche delle
rilevazioni contabili dell’operazione nonché la relazione sulla congruità del rapporto di cambio
sono affidate alla società di revisione incaricata, il Collegio ha accertato :
‰
la completezza e la conformità alla legge del contenuto del progetto di fusione;
‰
la completezza e la conformità alla legge della Relazione dell’Organo Amministrativo.
A tale riguardo il Collegio ha accertato che la Relazione illustrava e giustificava, sotto il
profilo giuridico ed economico, il progetto di fusione e in particolar modo il rapporto di
cambio delle azioni. Infatti:
-
In merito ai motivi della fusione, il Collegio ha rilevato che nella Relazione degli
Amministratori erano illustrate le motivazioni di tipo industriale, finanziario e
gestionale della fusione.
-
In merito al rapporto di cambio, il Collegio ha rilevato che le informazioni utilizzate
per determinare il rapporto di cambio erano sufficienti ed adeguate rispetto alla
complessità
dell’operazione,
rilevando,
inoltre,
come
nella
valutazione
e
determinazione del rapporto di cambio, il Consiglio di Amministrazione di Autostrade
aveva trovato conforto e conferma nelle relazioni predisposte dagli Advisor, che
424
avevano fornito al Consiglio di Amministrazione “Opinioni” di congruità dal punto di
vista finanziario, c. d. “fairness opinion”, sul rapporto di cambio., rilevando, altresì
che tali “Opinioni”, già acquisite agli atti della Società dal 2 maggio 2006, erano
state allegate al Documento informativo previsto dall’art. 70 del Regolamento
Emittenti (Delibera Consob n. 11971 del 14 maggio 1999 e successive modifiche)
messo a disposizione del pubblico nei termini di legge.
‰
il rispetto delle norme sul deposito e la pubblicazione degli atti del procedimento.
A tale riguardo, il Collegio ha verificato che tutti gli adempimenti previsti dalla normativa
vigente in tema di deposito e pubblicazione erano stati correttamente eseguiti fino alla data
del 13 dicembre 2006, in cui gli organi amministrativi e le assemblee degli azionisti di
Autostrade S.p.A. e di Abertis Infraestructuras S.A. sono pervenuti alla comune
constatazione della impossibilità di procedere alla esecuzione della fusione a causa di
circostanze ostative, sopravvenute tra il 23 aprile 2006 e il 13 dicembre 2006,
essenzialmente riconducibili ai seguenti eventi:
-
la mancanza di una specifica autorizzazione che il TAR del Lazio ha considerato
preliminarmente necessaria per la fusione in parola;
-
l’entrata in vigore di una nuova normativa, non esistente al momento
dell’approvazione del progetto di fusione, applicabile ai rapporti concessori della
controllata Autostrade per l’Italia S.p.A., la cui portata e le cui conseguenze non
sono attualmente determinabili.
•
abbiamo acquisito conoscenza e vigilato, per quanto di nostra competenza, sull’adeguatezza
della struttura organizzativa della Società e sul rispetto dei principi di corretta amministrazione,
tramite osservazioni dirette, raccolta di informazioni dai responsabili della funzione organizzativa e
incontri con la società di revisione ai fini del reciproco scambio di dati e informazioni rilevanti e a
tale riguardo non abbiamo osservazioni particolari da riferire;
•
abbiamo verificato l’adeguatezza delle disposizioni impartite dalla Società alle società controllate
ai sensi dell’art. 114, comma 2, del d. lgs. 58/1998. Autostrade S.p.A., infatti, è responsabile delle
strategie e delle scelte operative del Gruppo, avendone assunto il ruolo di holding a seguito della
decisione della controllante Schemaventotto S.p.A., di sospendere qualsiasi attività di indirizzo su
Autostrade S.p.A., cui ha fatto seguito la delibera del Consiglio di Amministrazione di Autostrade
S.p.A. di ritenere la Società non soggetta all’attività di direzione e coordinamento dell’azionista di
maggioranza Schemaventotto S.p.A.. In relazione al ruolo di holding assunto dalla Società, al fine
di migliorare e sviluppare le linee di azione per il raggiungimento dei risultati attesi e
conformemente a quanto previsto dalla normativa sul ruolo delle holding nei gruppi societari,
Autostrade si è dotata di diversi Comitati ( Comitato di Direzione, Comitato Post Audit, Comitato
Finanza e Comitato Estero), costituiti dai principali responsabili delle aree di operatività aziendale
e presieduti dal top management. Inoltre al fine di svolgere attività di direzione e coordinamento ai
sensi e per gli effetti degli artt. 2497 e seguenti del codice civile, il Consiglio di Amministrazione di
Autostrade S.p.A. in data 16 dicembre 2005 ha approvato un apposito Regolamento che definisce
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l’oggetto e le modalità di esercizio dell’attività di Direzione e Coordinamento della Holding sulle
società del Gruppo. Il testo completo del Regolamento è riportato sul sito internet della Società;
•
abbiamo valutato e vigilato sull’adeguatezza del sistema di controllo interno, in particolare
sull’attività svolta dal preposto al controllo interno. Nel corso dell’esercizio 2005 Autostrade S.p.A.
ha avviato un progetto di implementazione del Sistema di Controllo Interno e di Gestione dei
Rischi Aziendali, che si è concluso nell’anno 2006, con una rifocalizzazione delle responsabilità di
competenza dell’Auditing Interno, che opera per tutte le società del Gruppo, separandone le
attività di identificazione e valutazione dei rischi e di analisi del sistema di controllo interno,
affidate alla neo costituita Unità Organizzativa Risk Management e Controllo Interno;
•
abbiamo valutato e vigilato sull’adeguatezza del sistema amministrativo contabile, nonché
sull’affidabilità di quest’ultimo a rappresentare correttamente i fatti di gestione, mediante
l’ottenimento di informazioni dai responsabili delle rispettive funzioni, l’esame di documenti
aziendali e l’analisi dei risultati del lavoro svolto dalla società di revisione;
•
abbiamo tenuto riunioni con gli esponenti della società di revisione, ai sensi dell’art. 150, comma
2, d. lgs. 58/98, e non sono emersi dati ed informazioni rilevanti che debbano essere evidenziati
nella presente relazione;
•
abbiamo verificato la non esistenza di operazioni atipiche e/o inusuali, comprese quelle
infragruppo o con parti correlate;
•
abbiamo valutato l’adeguatezza delle informazioni rese, nella relazione sulla gestione degli
amministratori, in ordine alla non esistenza di operazioni atipiche e/o inusuali, comprese quelle
infragruppo e con parti correlate;
•
il Consiglio di Amministrazione, tenuto conto della Comunicazione Consob Dem/206231 del 30
settembre 2002 e del Principio Contabile Internazionale IAS 24 ( e nel rispetto di quanto stabilito
dal Codice di Autodisciplina di Autostrade S.p.A., che prevede che le operazioni con parti
correlate siano deliberate ed eseguite nel rispetto di principi di trasparenza e di criteri di
correttezza sostanziale e procedurale ed in conformità ai principi adottati dal Consiglio di
Amministrazione, su proposta del Comitato per il Controllo Interno e per la Corporate
Governance, definiti in un apposito regolamento ), nel mese di luglio 2004 aveva approvato la
Procedura per le operazioni con le Parti Correlate. Tale procedura, anche a seguito delle
modifiche al Regolamento Emittenti apportate con Delibera CONSOB n. 14990 del 14/4/2005,
sarà oggetto di rivisitazione in occasione delle valutazioni sull’adesione al nuovo Codice di
Autodisciplina di Borsa Italiana S.p.A., pubblicato nel marzo 2006, che Autostrade ha ritenuto di
rinviare ai primi mesi del 2007, come più avanti meglio descritto. Di ciò viene data adeguata
informativa, in via sintetica, nell’ambito della Relazione sulla Gestione, nel capitolo dedicato alla
Corporate Governance e, in modo dettagliato, nella Relazione annuale sul sistema di Corporate
Governance, pubblicata sul sito internet di Autostrade;
426
•
abbiamo verificato le operazioni con parti correlate e o infragruppo di natura ordinaria o ricorrente:
— le operazioni infragruppo, sia di natura commerciale che finanziaria, riguardanti le
società controllate e la società controllante sono state tutte regolate a condizioni di
mercato sulla base di pattuizioni contrattuali. Esse trovano adeguata descrizione
nell’ambito del bilancio. In particolare, nel paragrafo “rapporti con parti correlate”,
contenuto nel capitolo “Autostrade S.p.A.: andamento economico-finanziario e altre
informazioni” della Relazione sulla Gestione, sono specificati i rapporti intrattenuti con
le società controllate, con la controllante e con altri parti correlate (trattasi di alcuni
azionisti della controllante Schemaventotto), mentre in una specifica nota riportata in
bilancio sono riportate le tabelle riepilogative dei saldi patrimoniali ed economici relativi;
— nel paragrafo “rapporti con parti correlate”, contenuto nel capitolo “Altre informazioni”,
nell’ambito delle Note Illustrative del Gruppo Autostrade, è specificato che in
considerazione di motivi di opportunità, di valutazioni di consistenza e abitualità di
modalità operative di Gruppo, e al fine di dare la massima trasparenza informativa dei
rapporti di tale natura che interessano il Gruppo Autostrade, si può considerare, agli
effetti di una applicazione dello IAS 24, in osservanza del principio di prevalenza della
sostanza sulla forma, parte correlata anche Autogrill S.p.A., controllata da Edizione
Holding, nel 2006, azionista indiretto di maggioranza di Schemaventotto che a sua
volta controlla Autostrade S.p.A., controllante di Autostrade per l’Italia S.p.A.. A seguito
dell’intervenuta scissione parziale proporzionale di Edizione Holding, a partire dal 2
marzo 2007 la partecipazione in Schemaventotto fa indirettamente capo a Sintonia
S.p.A.. Le caratteristiche delle operazioni effettuate da Autostrade per l’Italia S.p.A. con
Autogrill S.p.A., di natura ordinaria o ricorrente, sia commerciali che finanziarie,
riguardano le prestazioni rese agli automobilisti che si avvalgono delle aree di servizio
autostradali per i servizi di ristorazione, vendita di generi alimentari e altri beni di largo
consumo, a fronte dei quali è dovuta una royalty; le stesse sono risultate congrue e
rispondenti all’interesse della società ed hanno avuto effetti economici positivi
nell’esercizio. In merito agli affidamenti in concessione dei predetti servizi si ricorda che
l’Autorità Garante della Concorrenza e del Mercato con provvedimento n. 8090 del 2
marzo
2000 relativo all’autorizzazione dell’acquisizione del controllo della Società
Autostrade da parte della Società Edizione Holding, ha previsto che l’espletamento di
tali attività fosse affidato ad un ente esterno che, in qualità di “Advisor”, avesse il
compito di gestire in piena autonomia le procedure competitive, ivi inclusa la definizione
dei requisiti di partecipazione e dei parametri di aggiudicazione e l’adeguata
pubblicizzazione di tutte le informazioni rilevanti. Nel 2001 l’incarico di Advisor è stato
affidato alla società KPMG ed a partire dal 01/06/2003 tale incarico è stato svolto dalla
Società Roland Berger Strategy Consultants. In particolare, per quanto attiene ai
rapporti intercorsi tra le società concessionarie del Gruppo Autostrade ed Autogrill
S.p.A., nel corso dell’esercizio 2006 i proventi del Gruppo Autostrade a fronte dei
rapporti economici con Autogrill ammontano a circa 43,1 milioni di euro (di cui 41,2
427
milioni rappresentano i ricavi di Autostrade per l’Italia S.p.A.). Di questi 39,2 milioni di
euro sono royalties conseguite in relazione a n. 141 affidamenti di servizi di ristoro e
market (di cui n. 133 riguadano Autostrade per l’Italia, compresi n. 3 in ATI con altre
società di ristoro), sulle Aree di Servizio site lungo la rete autostradale di competenza
della società del Gruppo;
— le caratteristiche delle operazioni effettuate con Assitalia S.p.A. ed
Assicurazioni
Generali S.p.A. (Gruppo Assicurazioni Generali), di natura ordinaria o ricorrente, sia
commerciali che finanziarie, sono relative all’attività svolta dalle predette società in
qualità di compagnie assicuratrici; le stesse sono risultate congrue e rispondenti
all’interesse della società ed hanno avuto effetti economici nell’esercizio. In particolare
la Società ha stipulato alcune convenzioni assicurative in delega ad Assitalia S.p.A. ed
Assicurazioni Generali S.p.A. con quote variabili tra il 60% ed il 100%, relative alla
copertura dei rischi connessi con l’attività del Gruppo Autostrade quali All Risks Danni
Diretti ed Indiretti, Infortuni Dipendenti, Responsabilità Civile Automezzi, ecc.. I premi
lordi corrisposti nel corso dell’anno 2006 ammontano a circa 8,8 milioni di Euro;
— al 31 dicembre 2006 risultano affidamenti dal Gruppo Unicredito ad Autostrade S.p.A.
per circa 600 milioni di euro, di cui 207 utilizzati. La società, inoltre, intrattiene rapporti
di conto corrente con Unicredito regolati ai correnti tassi di mercato, nonché contratti di
copertura del rischio di interesse sui finanziamenti a medio-lungo termine;
— dal 1° novembre 2005 è attivo il service di tesoreria centralizzata con le società del
Gruppo. I rapporti di conto corrente con le società controllate sono regolati a condizioni
in linea con le condizioni di mercato;
— relativamente agli Amministratori, Sindaci e Direttori Generali, in allegato al bilancio è
inserito, in adempimento del Regolamento di attuazione del Decreto Legislativo 24
febbraio 1998, N. 58, adottato con Delibera della CONSOB n. 11971 del 14 maggio
1999 e s.m., un apposito prospetto in cui sono specificati natura ed ammontare dei
compensi corrisposti;
•
abbiamo verificato che anche per l’esercizio 2006 Autostrade S.p.A., unitamente ad alcune
controllate, ha partecipato al Consolidato Fiscale Nazionale della controllante Schemaventotto
S.p.A.. Le condizioni di partecipazione delle società aderenti al Consolidato sono definite da un
apposito contratto di regolamento;
•
abbiamo rilevato che, così come riferito nella Premessa del capitolo Autostrade S.p.A.:Andamento
Economico-Finanziario e Altre Informazioni, contenuto nella Relazione sulla Gestione, la Società
ha redatto il bilancio al 31 dicembre 2006 in base ai principi contabili internazionali IFRS, mentre
fino all’esercizio precedente il bilancio di esercizio era stato elaborato sulla base dei principi
contabili emanati dai Consigli Nazionali dei Dottori Commercialisti e dei Ragionieri e dei
documenti emessi dall’OIC – Organimo Italiano di Contabilità. In particolare, Autostrade, a seguito
dell’entrata in vigore del Regolamento europeo n. 1606 del luglio 2002 e come richiesto dal
Regolamento Emittenti n. 11971/1999, così come modificato dalla Consob con lDelibera n. 14990
del 14 aprile 2005, ed in virtù delle opzioni offerte da d. lgs. N. 38/2005, ha deciso di rinviare la
428
transizione ai principi internazionali IFRS, per la redazione del proprio bilancio di esercizio,
all’anno 2006. La Società, inoltre, ha predisposto un documento di “Transizione ai principi
contabili internazionali (IFRS)” che è riportato in allegato alle note di commento degli schemi di
bilancio di Autostrade S.p.A., nel quale sono presentati i prospetti di riconciliazione tra i valori
determinati al 1° gennaio 2005, al 31 dicembre 2005 e per l’esercizio chiuso a tale data secondo i
principi contabili nazionali e quelli rideterminati secondo gli IFRS, corredati delle relative note di
commento;
•
la contabilità è stata sottoposta ai controlli previsti dalla normativa da parte della società di
revisione KPMG S.p.A., che nel corso degli incontri periodici avuti con il Collegio non ha
evidenziato rilievi a riguardo;
•
abbiamo verificato che non sono state presentate denuncie di cui all’ex art. 2408 del Codice
Civile, così come non sono stati presentati esposti di alcun genere;
•
abbiamo rilevato che nel “Codice di Autodisciplina”, approvato dal Consiglio di Amministrazione
della Società in data 16 dicembre 2004 e il cui testo completo è pubblicato sul sito internet della
Società, sono recepite le indicazioni del Codice di Autodisciplina per le Società Quotate di Borsa
Italiana S.p.A. del 1999, come rivisitato nel luglio 2002. Inoltre, abbiamo rilevato che Autostrade
ha deciso di rinviare ai primi mesi del 2007 le proprie decisioni in merito all’adesione al Nuovo
Codice di Autodisciplina di Borsa Italiana S.p.A., pubblicato nel marzo 2006, in relazione alla
circostanza che fino a dicembre 2006 è proseguito l’iter del processo di fusione per
incorporazione di Autostrade in Abertis Infraestructuras S.A. che, se realizzato, avrebbe reso non
applicabile alla nuova società originata dalla fusione, di diritto spagnolo, il Codice di Autodisciplina
di Borsa Italiana. Inoltre, non essendosi realizzata la prospettata operazione di fusione ed
essendo attualmente in corso un processo di riorganizzazione del Gruppo Autostrade, si
procederà alla riscrittura del Codice di Autodisciplina, al fine di aderire parzialmente o totalmente
al Nuovo Codice di Autodisciplina pubblicato da Borsa Italina S.p.A., una volta completata la
riorganizzazione societaria. Di ciò viene data adeguata informativa, in via sintetica, nell’ambito
della Relazione sulla Gestione, nel capitolo dedicato alla Corporate Governance e, in modo
dettagliato, nella Relazione annuale sul sistema di Corporate Governance, pubblicata sul sito
internet di Autostrade. Abbiamo, inoltre, verificato che, in relazione alle novità introdotte dalla
legge 262/2005 “Legge sul Risparmio” e dalla legge 62/2005 “Legge Comunitaria 2004”, che ha
recepito la direttiva europea sull’abuso di informazioni privilegiate, il Consiglio di Amministrazione
della Società in data 17 marzo 2006 ha approvato la nuova “Procedura Informazione Societaria al
Mercato”, che sostituisce l’analoga procedura approvata nel luglio 2004, e il nuovo “Codice di
comportamento Internal Dealing”, che sostituisce il precedente codice approvato nel luglio 2003.
Si ricorda, infine, che il Codice di Autodisciplina della Società prevede che tra gli organi di
Corporate Governance vi sia il Comitato Consultivo per le Funzioni di Servizio Pubblico, al quale è
affidato il compito di svolgere attività consultiva a favore del Consiglio di Amministrazione in
merito all’osservanza da parte delle Società controllate autostradali degli obblighi di natura
convenzionale derivanti dai rapporti con l’ANAS, effettuando una certificazione indipendente del
comportamento tenuto dalle medesime società, nonché per qualsiasi altra tematica connessa
429
all’attività svolta dalle società controllate autostradali nei confronti e nei rapporti con le pubbliche
istituzioni. Tuttavia, tenuto conto della specificità delle funzioni affidate al Comitato e nell’ambito di
una rivisitazione complessiva del sistema di Corporate Governance, il Consiglio di
Amministrazione della Società, nella seduta del 21 luglio 2006, ha deliberato di modificare in tale
ambito il Codice di Autodisciplina prevedendo la soppressione di tale Comitato tra gli Organi di
Corporate Governance di Autostrade S.p.A. e la sua istituzione nell’ambito di Autostrade per
l’Italia S.p.A.. A seguito di tale decisione, il Consiglio di Amministrazione di Autostrade per l’Italia
S.p.A., nella seduta del 6 ottobre 2006, ha deliberato la costituzione del Comitato Consultivo per
le Funzioni di Servizio Pubblico, composto da tre componenti con un elevato profilo di
professionalità ed indipendenza, con scadenza dell’incarico il 31/12/2008;
•
abbiamo preso atto che nella Relazione sulla Gestione un apposito capitolo è dedicato alla
Corporate Governance con una sintetica esposizione delle informazioni sulla Corporate
Governance contenute nella “Relazione sulla Corporate Governace”, redatta in conformità alle
indicazioni fornite da Emittenti Titoli e da Assonime, il cui testo integrale è riportato sul sito
internet della Società;
•
abbiamo preso atto che nel corso del 2006 l’Organismo di Vigilanza di Autostrade ha curato
l’aggiornamento del Modello Organizzativo, di Gestione e Controllo adottato da Autostrade S.p.A.
ai sensi del d. lgs. 231/01 individuando, anche con l’ausilio di consulenti penalisti, le
implementazioni necessarie in relazione ai nuovi reati introdotti dal d. lgs. 61/02, dalla legge 62/05
(legge comunitaria 2004) e dalla legge 262/05 (legge per la tutela del risparmio);
•
abbiamo ricevuto espressa informativa dalla struttura aziendale competente che gli ulteriori
incarichi conferiti nel corso del 2006 alla Società di revisione e i relativi ammontari sono stati i
seguenti:
— verifica dei covenants sul Senior Long Term Facility al 31/12/2005, per un importo di
euro 14.000,00, oltre IVA;
— verifica dei covenants sul Senior Long Term Revolving Facility al 31/12/2005, per un
importo di euro 14.000,00, oltre IVA;
— verifica per “List of material subsidiaries”, per un importo di euro 5.000,00, oltre IVA;
— verifica del Modello UNICO 2006 e 770/2006, per un importo di euro 5.000,00, oltre
IVA;
— verifica della traduzione in inglese della relazione semestrale al 30/6/2005, per un
importo di Euro 5.000,00, oltre IVA;
— verifica della traduzione in inglese del bilancio d’esercizio e consolidato al 31/12/2005,
per un importo di Euro 8.000,00, oltre IVA;
— verifica dei prospetti relativi alla situazione patrimoniale e al conto economico
consolidati pro-forma relativi alla prospettata operazione di fusione, per un importo di
euro 80.000,00, oltre IVA;
— parere sui documenti previsti dall’art. 2433-bis del Codice Civile per la distribuzione di
un acconto sul dividendo per l’esercizio 2006, per un importo di euro 45.000,00, oltre
IVA;
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— revisione contabile dei “prospetti di riconciliazione IFRS”, per un importo di euro
10.000,00, oltre IVA;
•
abbiamo rilevato che nel paragrafo Altre Informazioni contenuto nel capitolo “Autostrade S.p.A.:
andamento economico-finanziario e altre informazioni”, è precisato che la Società, in conformità
a quanto disposto dalla normativa in materia di protezione dei dati personali (d. lgs. n. 196/2003),
ha provveduto all’aggiornamento del proprio documento programmatico sulla sicurezza per
l’anno 2006;
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il Collegio Sindacale nel corso dell’esercizio ha rilasciato, ai sensi dell’art. 159, comma 1, del d.
lgs. n. 58 del 1998, il proprio parere in ordine al conferimento dell’incarico per la revisione del
bilancio di esercizio e del bilancio consolidato per gli esercizi 2006-2011 alla società di revisione
KPMG S.p.A.;
•
abbiamo esaminato il bilancio d’esercizio chiuso al 31 dicembre 2006, il bilancio consolidato e la
relazione sulla gestione, in merito ai quali riferiamo quanto segue.
‰
Non essendo a noi demandato il controllo analitico di merito sul contenuto del bilancio,
abbiamo vigilato sull’impostazione generale data al bilancio di esercizio e al bilancio
consolidato, sulla loro generale conformità alla legge per quel che riguarda la loro
formazione e struttura e a tale riguardo non abbiamo osservazioni particolari da riferire.
‰
Abbiamo verificato l’osservanza delle norme di legge inerenti la predisposizione della
relazione sulla gestione e a tale riguardo non abbiamo osservazioni particolari da riferire.
‰
Per quanto a nostra conoscenza, gli Amministratori, nella redazione del bilancio, non
hanno derogato alle norme di legge ai sensi dell’art. 2423, comma quattro, c.c..
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Abbiamo verificato la rispondenza del bilancio ai fatti ed alle informazioni di cui abbiamo
conoscenza a seguito dell’espletamento dei nostri doveri e non abbiamo osservazioni al
riguardo.
‰
Abbiamo verificato che nella Relazione sulla Gestione è presente una sezione intitolata
“Eventi significativi in ambito societario, regolatorio e giudiziario” in cui gli Amministratori
hanno riportato un’informativa dettagliata e proprie considerazioni in merito ad alcuni
eventi che hanno caratterizzato l’esercizio 2006 e i primi mesi dell’esercizio 2007, anche in
relazione alle possibili implicazioni future. In particolare, è stata data puntuale ed
approfondita informazione in merito a:
— Progetto di Fusione per Incorporazione di Autostrade S.p.A. in Abertis Infraestructuras
S.A.;
— Rapporti con ANAS S.p.A., Ministero delle Infrastrutture e Ministero dell’Economia e
delle Finanze sull’iter autorizzatorio;
— Il dividendo straordinario;
— I giudizi avanti al TAR del Lazio;
— L’impossibilità di dar corso alla fusione;
— Il procedimento avviato dalla Direzione Generale alla Concorrenza della Commissione
UE;
— Atto di Citazione ANAS S.p.A. notificato ad Autostrade ed Autostrade per l’Italia;
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— Nuove disposizioni legislative in materia di Concessioni Autostradali;
— La Deliberazione CIPE 1/2007;
— Il procedimento avviato dalla Direzione Generale al Mercato Interno della Commissione
UE in merito alle nuove disposizioni legislative sulle concessioni autostradali;
— Incrementi Tariffari 2007;
— Richiesta ANAS del 16 marzo 2007 in merito ad accantonamenti in bilancio da parte di
Autostrade per l’Italia e delle altre controllate autostradali;
— Richiesta precisazioni formulata da Autostrade per l’Italia S.p.A. ad ANAS in riferimento
a recenti affermazioni del Ministro delle Infrastrutture, riportate da agenzie di stampa
del 15 marzo 2007, secondo le quali il Ministro avrebbe “già attivato le procedure che
prevedono entro giugno di quest’anno la contestazione formale per grave
inadempimento”, aggiungendo che sono interessate al provvedimento “4 o 5
concessionarie per le quali fra un anno rischia di esserci non solo il mancato aumento
tariffario ma la revoca”.
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Considerando anche le risultanze dell’attività svolta dall’organo di controllo contabile,
risultanze contenute nell’apposita relazione accompagnatoria del bilancio medesimo,
proponiamo all’Assembla di approvare il bilancio d’esercizio chiuso il 31 dicembre 2006,
così come redatto dagli Amministratori.
L’attività di vigilanza sopra descritta è stata svolta nel corso di n. 12 riunioni del Collegio, assistendo
alle riunioni del Consiglio di Amministrazione che sono state tenute in numero di 17 e con la
partecipazione del Presidente del Collegio Sindacale, o altro sindaco a ciò delegato, alle riunioni del
Comitato per il Controllo interno e per la Corporate Governance che sono state tenute in numero di
13.
Si precisa, infine, che nel corso dell’attività di vigilanza svolta e sulla base delle informazioni ottenute
dalla Società di Revisione, non sono state rilevate omissioni, fatti censurabili o irregolarità o
comunque fatti significativi, tali da richiederne la segnalazione agli organi di controllo.
-
Spadacini Marco (Presidente) ___________________________________
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Di Tanno Tommaso (Sindaco effettivo) _____________________________
-
Lupi Raffaello (Sindaco effettivo)
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Miglietta Angelo (Sindaco effettivo) _______________________________
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Trotter Alessandro (Sindaco effettivo) ______________________________
________________________________
12 aprile 2007
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REPORTS OF INDIPENDENT AUDITORS
(Italian version)
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REPORT OF THE ENVIRONMENTAL AND SOCIAL RESPONSIBILITY
COMMITTEE
Report Of The Environmental and Social Responsibility Committee On The
Sustainability Section Of The Autostrade Group’s Annual Report For 2006
The Sustainability Section, which is an integral part of the Annual Report for 2006, marks the
Autostrade Group’s continuation of the policy embarked on in previous years, designed to provide an
integrated reporting format that brings together the three dimensions of sustainable development.
This approach demonstrates the Group’s ongoing commitment to improving external communication,
as well as developing management tools to be used within the organisation.
2006 saw the Autostrade Group proceed with implementation of its sustainable development strategy,
with a series of actions and initiatives on different levels and aimed at different categories of
stakeholder.
We approve of the Group’s ongoing efforts to improve safety standards on its motorways, as
confirmed by the results presented in the Section, and its commitment to measuring and assessing
customer satisfaction, above all in terms of the quality perceived by road users.
The agreements entered into with local authorities, covering both safety and environmental issues,
are extremely positive and of great importance, as is the continuing commitment to the Environmental
Watchdogs, which are proof of an increasingly wide-ranging dialogue with government institutions.
We also wish to praise staff-related initiatives, which are not limited to working conditions, but extend
to aspects beyond the world of work, and in some cases to workers’ families.
The launch of the project designed to develop the use of alternative energy sources is of undoubted
significance. The project is part of a collaboration agreement with the Ministry of the Environment (the
first result of which is represented by a photovoltaic roof for the parking area at the Rome South toll
station), which aims to boost the use of “clean” energy in the management of the Group’s motorways
In terms of measuring and recording the Group’s impact on the environment, continuation of the
voluntary monitoring of the greenhouse gas emissions given off by vehicles and heating and air
conditioning systems, and of noise pollution, are also important.
From an organisational and operational viewpoint, we were pleased to see establishment of the
“Social Responsibility Initiatives” unit, receipt of ISO14000 certification for a number of business
processes, and OHSAS 18001 certification of the Group’s occupational health and safety systems.
These achievements are proof of the Group’s commitment to obtaining independent recognition of the
adequacy and compliance of the systems and procedures put in place, to ensure more effective
management of the environmental and social dimensions.
In our opinion, the actions taken and the excellent results achieved in 2006 are proof of the value of
the Autostrade Group’s sustainability strategy, which sees the Group play an active role in spreading
the culture of sustainable development within the context in which it operates.
Prof. Chiara Mio
Ca’ Foscari University,
Venice
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INDIPENDENT ASSURANCE
STUDIO DUODO & ASSOCIATI
Chartered Accountants
Business and Corporate Advisors
Scope and objectives
At the request of Autostrade per l’Italia SpA we have examined the Sustainability Section (“Section”)
of the management report on operations in the Autostrade Group’s Annual Report for 2006.
We examined the contents of the Section and checked their compliance with the Global Reporting
Initiative guidelines for the preparation of Sustainability Reports issued in June 2002 (“GRI”), and
assessed the completeness, reliability and clarity of the information provided.
Our assurance activities also included checks on the procedures used to obtain the figures and
information reported in the Section.
Our assurance also focused on the consistency of the financial information included in the Section
with the information published in the Autostrade Group’s Annual Report.
In performing our assurance we rigorously applied the procedures required by ISAE 3000.
opinion
At the request of Autostrade per l’Italia SpA, we have examined the Sustainability Section (“Section”)
of the management report on operations in the Autostrade Group’s Annual Report for 2006. This
Section is the responsibility of the Directors of Autostrade per l’Italia SpA. Our responsibility is to
express an opinion on the Section.
We examined the Section in its entirety and verified that it complies with the format required by the
GRI, with the requirements of the Ministry of Welfare’s CSR-SC project and the principles established
by the GBS.
The Section is complete and deals with all material aspects.
The Section correctly identifies the various categories of stakeholder. We have noted the adoption of
various tools designed to foster stakeholder engagement, including the Environmental and Social
Responsibility Committee and the newly established Ethical Committee, in addition to other forms of
stakeholder involvement (consumers, the Ministry of the Environment, etc.). The Group’s internal
procedures ensure that relations with stakeholders are effective, giving priority to the systematic
nature and verifiability of procedures.
The financial information contained in the Section is consistent with the information contained in the
Autostrade Group’s Annual Report for 2006, which has been audited and certified. We have checked
the method of extracting the accounting data needed for the quantification of environmental and social
costs. The figures shown are consistent with the definitions given for the various categories of
environmental and social cost, which are based on best international practice.
We also examined the eco-efficiency indicators contained in the Section, verifying that such data was
correctly derived from the Group’s accounting procedures and information systems. In this regard, a
number of meetings were held with the technical managers concerned.
In brief, based on our assurance activities, it is our view that:
- the organisational and management procedures used to obtain environmental and social information
are reliable;
- stakeholder engagement continues to be satisfactory;
- the social and environmental responsibility strategy is consistent with the Group’s corporate
governance model.
In conclusion, in our opinion the Section is clear, complete and reliable.
17 April 2007
STUDIO DUODO & ASSOCIATI
Mr. Gianluca Pivato
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INFORMAZIONI LEGALI E CONTATTI
Sede legale e Direzione Generale
Via A. Bergamini, 50 - 00159 Roma
Tel. 06 4363 1 Fax 06 4363 4090
e-mail: [email protected]
www.autostrade.it
Informazioni legali
Capitale sociale: 571.711.557,00 euro i.v.
Codice fiscale, Partita IVA e Iscrizione
Registro delle Imprese di Roma n. 03731380261
Iscrizione al REA n. 1023691
Rapporti con i media
Tel. 06 4363 2803 Fax 06 4363 2392
e-mail: [email protected]
Investor Relations
Fax 06 4363 4677
e-mail: [email protected]
www.autostrade.it/investor
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