Consolidated interim report for the six months ended 30 ... · income statement for the first half...

Consolidated interim reportfor the six months ended 30 June 2012

3

Contents

1. Introduction.............................................................................................................. 5 Consolidated financial highlights ...................................................................................... 6 Shareholder structure .................................................................................................... 7 Atlantia share price performance ...................................................................................... 8 Group structure ........................................................................................................... 9 Corporate bodies ......................................................................................................... 102. Reportonoperations................................................................................................... 13 Consolidated financial review and adjusted amounts .............................................................. 15 Key performance indicators for the Group’s main subsidiaries ................................................. 40 Operating review for the Group’s main subsidiaries ............................................................... 42 Workforce .................................................................................................................. 55 Related party transactions ............................................................................................... 58 Other information ....................................................................................................... 59 Events after 30 June 2012 ............................................................................................... 60 Outlook ..................................................................................................................... 613. Condensedinterimfinancialstatements.......................................................................... 634. Reports..................................................................................................................... 135

1Introduction

6

1.Introduction

Consolidated financial highlights

(Em) H1 2012 (a) H1 2011 (b)

Total revenue 1,883 1,844

Net toll revenue 1,563 1,539

Other operating income 320 305

Gross operating profit (EBITDA) 1,120 1,122

EBITDA margin 59.5% 60.8%

Adjusted gross operating profit (EBITDA) (c) 1,137 1,126

Operating profit (EBIT) 800 880

EBIT margin 42.5% 47.7%

Profit/(Loss) from continuing operations 482 332

Profit margin from continuing operations 25.6% 18.0%

Profit for the period (including non–controlling interests) 489 440

Adjusted profit for the period (including non–controlling interests) (c) 492 441

Profit for the period attributable to owners of the parent 486 437

Operating cash flow (d) 675 819

Adjusted operating cash flow (c) 678 821

Capital expenditure 722 714

(Em) 30.06.2012 (a) 31.12.2011

Equity 4,579 4,031

Net debt 10,969 8,970

Adjusted net debt (c) 12,196 9,430

(a) The figures for the first half of 2012 benefit from the contributions of the Brazilian motorway operator, Triangulo do Sol Auto–Estradas, consolidated from 1 July 2011, the new Chilean companies, consolidated from 1 April 2012 and the Brazilian companies consolidated at 30 June 2012.

(b) In view of the fact that consolidation of the contribution of Autostrada Torino–Savona to the income statement for the first half of 2012 has been accounted for in accordance with IFRS 5, thus recognising the contribution to profit for the period in “Profit/(Loss) from discontinued operations”, the Company’s contribution to the comparative consolidated income statement for the first half of 2011 has also been reclassified. Certain amounts in the income statement for the first half of 2011 are therefore different from those published in the interim report for the six months ended 30 June 2011.

(c) Adjusted amounts have been presented with the aim of enabling analysts and the rating agencies to assess the Group’s results of operations and financial position using the basis of presentation normally adopted by them. Information on the nature of the adjustments and on differences between the reported and adjusted amounts is provided in the specific section “Consolidated financial review and adjusted amounts”.

(d) Operating cash flow is calculated as profit + amortisation/depreciation +/– provisions/releases of provisions + financial expenses from discounting of provisions +/– impairments/reversals of impairments of assets +/– share of profit/(loss) of investments accounted for using equity method +/– (losses)/gains on sale of assets +/– other non–cash items +/– portion of net deferred tax assets/liabilities recognised in the income statement.

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Shareholderstructure

Shareholder structure

(1) Percentage ownership on a fully diluted basis, taking into account that Sintonia’s issued capital is fully paid–up.(2) Excludes the treasury shares held by Atlantia SpA.(3) Shareholder structure as at 30 June 2012 based on data from the CONSOB and Thomson Reuters.(4) Includes retail shareholders.

Fondazione CRT Free float

46.41%

100%

45.53% (2)6.06%

Geographical breakdownof free float (3)

Mediobanca SpA

Goldman Sachs Infrastructure Partners

Government of SingaporeInvestment Corporation

Edizione Srl

17.68% (1)

66.40% (1)

9.98% (1)

5.94% (1)

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Atlantia share price performance

Share information

Number of shares (*) 661,827,592

Par value (E) 1.00

Type of shares Ordinary

Total dividend (E) 0.746

Final dividend per share for 2011, paid May 2012 (E) 0.391

Interim dividend per share for 2011, paid November 2011 (E) 0.355

Price at 29 June 2012 10.05

Low (26 June 2012) 9.14

High (3 February 2012) 12.30

Capitalisation at 29 June 2012 (Em) 6,651

Average daily trading volume (m) 2.7

(*) After bonus issue of 7 June 2012.

Atlantia share price performance – 1H 2012

VolumesS&P/MIB rebasedAtlantia share

13.6

12.8

12.0

11.2

10.4

9.6

8.8January February March April May June

20,000

18,000

16,000

14,000

12,000

10,000

8,000

6,000

4,000

2,000

0

Price (€) Volumes (thousand of shares)

1.Introduction

9

Group structure (*)

(*) As at 30 June 2012.(1) Unconsolidated company.(2) Società Iniziative Autostradali e Servizi SpA (“SIAS”) has been granted a call option, exercisable no later than 30 September 2012, on the interest held by the Group.(3) The percentage refers to ordinary shares representing the issued capital.(4) The remaining 43% is held by Autostrade dell’Atlantico Srl.(5) The remaining 50% is held by Inversiones Autostrade Holding do Sur Ltda.(6) The new name of “Stalexport Transroute Autostrada SA”.(7) The remaining 3.85% is held by Autostrade Tech SpA.

Tangenziale di Napoli SpA 100%Autostrada Torino–Savona SpA 99.98% (2)

Autostrade Meridionali SpA 58.98%Società Italiana pA Traforo del Monte Bianco 51% Raccordo Autostradale Valle d’Aosta SpA 58% (3)

EsseDiEsse Società di Servizi SpA 100%Pavimental SpA 99.40% Pavimental Polska Spzoo 100%Spea Ingegneria Europea SpA 100%AD Moving SpA 100%Port Mobility SpA 70%Newpass SpA 51%Giove Clear Srl 100%Tirreno Clear Srl 100%Autostrade Tech SpA 100%Telepass SpA 96.15% (7)

Telepass France Sas 100%Infoblu SpA 75%

100%

TowerCo SpA 100%

Pune Solapur Expressways Private Ltd 50% (1)

Alitalia – Compagnia Aerea Italiana SpA 8.85% (1)

Italian motorway operations International operations Other activities

Ecomouv Sas 70%Ecomouv D&B Sas 75%Tech Solutions Integrators Sas 100%

Autostrade Indian Infrastructure Development Private Ltd 100%

Autostrade dell’Atlantico Srl 100% Electronic Transaction Consultants Co 61.41% Autostrade Portugal SA 100% Autostrade Concessões e Participações Brasil Ltda 57% (4)

Atlantia Bertin Participações SA 50% (1)

Infra Bertin Participações SA 50% Triangulo do Sol Participações SA 100% Atlantia Bertin Concessões SA 100% Rodovias das Colinas SA 100% Concessionária da Rodovia MG 050 SA 100% Triangulo do Sol Auto–Estradas SA 100% Autostrade Holding do Sur SA 100% Sociedad Concesionaria de Los Lagos SA 100% Inversiones Autostrade Holding do Sur Ltda 100%

Autostrade Sud America Srl 100% Grupo Costanera SA 100% Sociedad Concesionaria Costanera Norte SA 100% Sociedad Concesionaria AMB SA 100% Inversiones Autostrade Chile Ltda 100% Sociedad Concesionaria Autopista Nororiente SA 100% Sociedad Gestion Vial SA 100% Nueva Inversiones SA 50% (5)

Sociedad Concesionaria Litoral Central SA 100% Sociedad Operacion y Logistica de Infraestructuras SA 100% Sociedad Concesionaria Autopista Nueva Vespucio Sur SA 100% Sociedad Concesionaria Autopista Vespucio Sur SA 100%

Stalexport Autostrady SA 61.20% Biuro Centrum Spzoo 40.63% (1)

Stalexport Autostrada Dolnoslaska SA 100% Stalexport Autoroute Sàrl 100% Stalexport Autostrada Malopolska SA 100% Via4 SA 55% (6)

Groupstructure

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1.Introduction

Corporate bodies

BoardofDirectors in office for 2010–2012

Chairman Fabio CERCHIAIChief Executive Officer Giovanni CASTELLUCCI Directors Gilberto BENETTON

Alessandro BERTANIAlberto BOMBASSEI (independent)Stefano CAORoberto CERA Alberto CLÔ (independent)Antonio FASSONEGiuliano MARI (independent)Gianni MIONMonica MONDARDINI (independent)Giuseppe PIAGGIOAntonino TURICCHI (independent)Paolo ZANNONI

Secretary Andrea GRILLO

InternalControlandCorporateGovernanceCommittee

Chairman Giuseppe PIAGGIOMembers Giuliano MARI (independent)

Antonino TURICCHI (independent)

CommitteeofIndependentDirectorswithresponsibilityforRelatedPartyTransactions

Chairman Giuliano MARI (independent)Members Alberto CLÔ (independent)

Monica MONDARDINI (independent)

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Corporatebodies

HumanResourcesandRemunerationCommittee

Chairman Alberto CLÔ (independent)Members Stefano CAO

Monica MONDARDINI (independent)Giuseppe PIAGGIOPaolo ZANNONI

BoardofStatutoryAuditors for three–year period 2012–2014

Chairman Corrado GATTIAuditors Tommaso DI TANNO

Raffaello LUPIMilena Teresa MOTTAAlessandro TROTTER

Alternate Auditors Giuseppe Maria CIPOLLAFabrizio Riccardo DI GIUSTO

IndependentAuditorsfor the period 2012–2020

Deloitte & Touche SpA

Report on operations 2

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Consolidatedfinancialreviewandadjustedamounts

Consolidated financial review and adjusted amounts

Introduction

The financial review contained in this section includes and analyses the reclassified consolidated income statement, the statement of comprehensive income, the statement of changes in equity and the statement of changes in net debt for the six months ended 30 June 2012, in which amounts are compared with those for the same period of the previous year. The review also includes the reclassified statement of financial position as at 30 June 2012, compared with the corresponding amounts as at 31 December 2011.The accounting standards applied in the preparation of this document are consistent with those adopted for the consolidated financial statements as at and for the year ended 31 December 2011.

The basis of consolidation as at 30 June 2012 has changed with respect to the basis used in preparing the consolidated financial statements as at and for the year ended 31 December 2011, essentially due to the completion of the acquisitions in Chile and Brazil previously referred to in the section of the annual report for 2011 dealing with events after 31 December 2011, and described in detail in note 6 to the condensed interim financial statements. As a result, the basis of consolidation as at 30 June 2012 now also includes:a) Autostrade Sud America (in which the Group previously held a 45.765% stake) and its Chilean subsidiaries

(some jointly controlled with Autostrade per l’Italia), following the signature, on 25 February 2012, of the agreement with SIAS and Mediobanca regarding the acquisition of full control of the group holding company. The transaction closed on 28 June 2012 but, under agreements between the former shareholders in force in the second quarter of 2012, the Group began consolidating these companies as of I April 2012, which are wholly owned subsidiaries as at 30 June 2012. In addition, following implementation of the agreement to sell the Canada Pension Plan Investment Board (CPPIB), a leading Canadian pension fund, CPPIB will hold the 49.99% of Grupo Costanera currently owned by Autostrade Sud America. Following completion of the transaction, which is subject to a number of conditions precedent (clearance from the relevant authorities and the agreement of creditor banks), the Group will continue to have control as a result of its continuing ownership of approximately 50.01% of Grupo Costanera;

b) the holding company, Atlantia Bertin Concessões, and a number of Brazilian toll motorway operators, contributed in accordance with agreements with the Bertin group. Following the respective contributions, as at 30 June 2012 the Atlantia Group owns 50% plus one share of the companies, exercises control under the related partnership and governance agreements and, therefore, consolidates the companies on a line–by–line basis. Based on the fact that the transaction closed at the end of June 2012, only the assets and liabilities of the new Brazilian companies have been consolidated on a line–by–line basis as at 30 June 2012.

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2. Report on operations

Pursuant to IFRS 3, the Chilean and Brazilian companies have been consolidated in these condensed interim financial statements using the acquisition method to account for the transaction. This entailed provisional estimation, as permitted by IFRS 3, of the fair value of the assets acquired and liabilities assumed as at 30 June 2012.Finally, compared with the first six month period of 2011, the income statement and statement of cash flows for the first half of 2012 benefitted from the contribution from the Brazilian motorway operator, Triangulo do Sol, which has been consolidated since 1 July 2011. With regard to this company, compared with the information published in the annual report for 2011, amounts in the statement of financial position as at 31 December 2011 have been remeasured (as more fully described in note 6 to the condensed interim financial statements) following completion of the process of identifying the fair values of the company’s assets and liabilities at the acquisition date.

Following the decision, in February 2012, to grant SIAS a call option, to be exercised no later than 30 September 2012, on the Group’s 99.98% interest in Autostrada Torino–Savona SpA, the latter company’s contribution to the consolidated income statement for the six months ended 30 June 2012 is accounted for in “Profit/(Loss) from discontinued operations”, as required by IFRS 5 “Non–current Assets Held for Sale and Discontinued Operations”, rather than included in each component of the consolidated income statement for continuing operations. As a result, in accordance with IFRS 5, the company’s contribution to the comparative consolidated income statement for the first half of 2011 has been reclassified with respect to the statement published in the interim report for the six months ended 30 June 2011, whilst its consolidated assets and liabilities at 30 June 2012 have been accounted for in financial and non–financial assets and liabilities related to discontinued operations, depending on their nature.In addition to the results of Strada dei Parchi and Società Autostrada Tirrenica, which were deconsolidated during 2011, “Profit/(Loss) from discontinued operations” for the comparative period includes the after–tax gain on the sale of Strada dei Parchi.

The reclassified consolidated financial statements have not been independently audited and there are certain differences with respect to classification compared with the statutory consolidated financial statements presented in the section “Consolidated financial statements”. Above all:a) the “Reclassified consolidated income statement” includes “Gross operating profit (EBITDA)”, which

is not reported in the income statement in the consolidated financial statements. This profit margin is calculated by taking the figure for total revenue reported in the income statement and deducting all operating costs, with the exception of amortisation, depreciation, impairment losses on assets and reversals of impairment losses, provisions and other adjustments. In addition, revenue reported in the reclassified

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income statement differs from revenue reported in the income statement, as construction service revenues, recognised on the basis of the capitalised service costs, personnel expense and financial expenses incurred in providing the construction services, are presented in the reclassified statement as a reduction of the respective components of operating costs and financial expenses. As a result, “Operating profit (EBIT)” in the two statements, resulting from the deduction from EBITDA of the above components, differs in terms of the component regarding capitalised financial expenses relating to construction services, which is included in revenue in the income statement in the consolidated financial statements, whilst being included in financial income and expenses in the reclassified income statement. Finally, the two income statements also differ in that the reclassified consolidated income statement is more condensed;

b) the “Reclassified consolidated statement of financial position” adopts a different classification of assets and liabilities compared with the statement of financial position in the consolidated financial statements, showing working capital (as the balance of current non–financial assets and liabilities), net invested capital (as the balance of non–current non–financial assets and the sum of negative working capital and non–current non–financial liabilities), and, as sources of funds, equity and net debt (representing the balance of all financial liabilities and assets). In addition, the reclassified consolidated statement of financial position is a more condensed version than the statement of financial position in the consolidated financial statements, as it excludes the sub–items below each main entry and shows assets and liabilities related to discontinued operations in the various sections of the reclassified statement based on their nature (financial or non–financial);

c) “Consolidated net debt” reported in the reclassified consolidated statement of financial position takes account of non–current financial assets, unlike the “Analysis of consolidated net debt” in the notes to the consolidated financial statements that is prepared as required by the Committee of European Securities Regulators (CESR) Recommendation of 10 February 2005, which does not permit non–current financial assets to be deducted from debt;

d) the “Statement of changes in consolidated net debt” differs from the statement of cash flows in the consolidated financial statements insofar as it presents the impact of cash flows generated or used during the period on consolidated net debt, as defined above, rather than on net cash and cash equivalents. The main differences between the two statements regard:1) cash flows from/(used in) operating activities, which in the statement of changes in consolidated net

debt include, in the change in working capital presented in the statement of cash flows, the change in operating capital, consisting of trade–related items directly linked to the ordinary activities of the business concerned;

2) cash generated from/(used in) investing activities, which in the “Statement of changes in consolidated net debt” does not include movements in current and non–current financial assets. Moreover, the

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statement shows investments in newly consolidated companies and proceeds from the sale of previously consolidated companies after deducting the net debt on the books of these companies, whilst in the statement of cash flows in the consolidated financial statements these figures are reported less any net cash on the books of the newly consolidated or recently sold companies;

3) net equity cash inflows/(outflows) reported in the “Statement of changes in consolidated net debt” differ from cash generated from/(used in) financing activities in the statement of cash flows in the consolidated financial statements, as the former do not include movements in current and non–current financial liabilities. Moreover, the dividends reported are those approved during the reporting period, whilst the statement of cash flows reports dividends paid in the reporting period;

4) changes to the fair value of hedging instruments recognised in the statement of comprehensive income are reported in the “Statement of changes in consolidated net debt”, whilst they are not reported in the statement of cash flows in the consolidated financial statements, as they have no impact on net cash.

Consolidated results of operations

“Total revenue” for the first half of 2012 amounts to E1,882.6 million, marking an increase of E38.5 million (2.1%) on the first half of 2011 (E1,844.1 million).After stripping out the contributions to revenue from Triangulo do Sol, consolidated from 1 July 2011, and from the Chilean companies consolidated from 1 April 2012, total revenue is down E66.0 million (3.6%). “Toll revenue” of E1,562.9 million is up E24.1 million (1.6%) overall compared with the first half of 2011 (E1,538.8 million), essentially due to the consolidation of Triangulo do Sol (E64.2 million) and of the Chilean companies from 1 April 2012 (E32.1 million). On a like–for–like basis toll revenue is down E72.2 million (4.7%), reflecting a combination of:a) the decline in traffic on the Italian network, primarily as a result of the on–going economic downturn,

resulting in an estimated reduction of 6.5% (reducing revenue by E85.1 million), partially offset by the positive effect of the extra day in February 2012, a leap year, which accounted for an increase of around 0.5% in traffic during the first half (resulting in additional toll revenue of approximately E6.7 million), but worsened by exceptionally bad weather, with a series of very heavy snowfalls during the first two months of 2012, and the lorry drivers’ strike at the end of January 2012, which overall resulted in a 2.0% (E25.9 million) reduction in toll revenue;

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Reclassified consolidated income statement

(Em) Increase/(Decrease) % of revenueH1 2012 H1 2011 Absolute % H1 2012 H1 2011

Toll revenue 1,562.9 1,538.8 24.1 1.6 83.0 83.4

Contract revenue 25.1 28.8 –3.7 –12.8 1.3 1.6

Other operating income 294.6 276.5 18.1 6.5 15.7 15.0

Total revenue 1,882.6 1,844.1 38.5 2.1 100.0 100.0

Cost of materials and external services (1) –265.0 –234.6 –30.4 13.0 –14.1 –12.6

Concession fees –205.7 –218.9 13.2 –6.0 –10.9 –11.9

Personnel expense –338.6 –311.2 –27.4 8.8 –18.0 –16.9

Capitalised personnel expense 46.3 42.8 3.5 8.2 2.5 2.3

Total net operating costs –763.0 –721.9 –41.1 5.7 –40.5 –39.1

Gross operating profit (EBITDA) 1,119.6 1,122.2 –2.6 –0.2 59.5 60.9

Amortisation, depreciation, impairment losses and reversals of impairment losses

–306.2 –243.3 –62.9 25.9 –16.3 –13.2

Provisions and other adjustments –13.2 0.8 –14.0 – –0.7 –

Operating profit (EBIT) 800.2 879.7 –79.5 –9.0 42.5 47.7

Financial income/(expenses) –99.0 –282.1 183.1 –64.9 –5.2 –15.4

Financial expenses from discounting of provisions for construction services required by contract

–72.9 –89.1 16.2 –18.2 –3.9 –4.8

Capitalised financial expenses 22.8 12.4 10.4 83.9 1.2 0.7

Share of profit/(loss) of associates and joint ventures accounted for using the equity method

1.4 13.9 –12.5 –89.9 0.1 0.8

Profit/(Loss) before tax from continuing operations

652.5 534.8 117.7 22.0 34.7 29.0

Income tax (expense)/benefit –170.2 –202.8 32.6 –16.1 –9.1 –11.0

Profit/(Loss) from continuing operations 482.3 332.0 150.3 45.3 25.6 18.0

Profit/(Loss) from discontinued operations 7.1 108.1 –101.0 –93.4 0.4 5.9

Profit for the period 489.4 440.1 49.3 11.2 26.0 23.9

(Profit)/Loss attributable to non–controlling interests

–3.5 –3.3 –0.2 6.1 –0.2 –0.2

Profit/(Loss) attributable to owners of the parent

485.9 436.8 49.1 11.2 25.8 23.7

(1) After deducting the margin recognised on construction services provided by the Group’s own technical units.

H1 2012 H1 2011 Increase/(Decrease)

Basic earnings per share attributable to the owners of the parent (E)

0.75 0.67 0.08

of which:

continuing operations 0.74 0.51 0.23

discontinued operations 0.01 0.16 –0.15

Diluted earnings per share attributable to the owners of the parent (E)

0.75 0.67 0.08

of which:

continuing operations 0.74 0.51 0.23


Operating cash flow (Em) 675.5 819.4 –143.9

of which:

continuing operations 667.1 798.8 –131.7


Operating cash flow per share (E) 1.04 1.26 –0.22

of which:

continuing operations 1.03 1.23 –0.20


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b) the reduced contribution of toll increases matching the increased concession fees payable by Italian operators (1), resulting in a decrease of E14.4 million compared with the first half of 2011, with a reduction of 8.0% linked to the fall in traffic;

c) application of annual toll increases by the Group’s Italian operators from 1 January 2012 (a rise of 3.51% in Autostrade per l’Italia’s case), boosting toll revenue by an estimated E40.6 million.

“Contract revenue” of E25.1 million is down E3.7 million on the first half of 2011 (E28.8 million), reflecting a reduction in work carried out by Pavimental for external customers.

“Other operating income” of E294.6 million is up E18.1 million (6.5%) on the first six months of 2011 (E276.5 million), essentially reflecting:a) an increase in commercial revenue from payment systems (up E2.7 million), reflecting an increase in

Telepass customers (approximately 290 thousand new devices in circulation and around 196 thousand new subscribers to the Premium options);

b) a decrease of E7.6 million in royalties from service areas;c) a rise in other income (up E15.6 million), essentially reflecting increased income from the in–house

production of electricity and other non–recurring income and contingent assets at Autostrade per l’Italia, and an increase in income generated by the supply of tolling systems reported by Autostrade Tech;

d) other revenue generated by the newly consolidated Triangulo do Sol (E2.3 million) and the Chilean companies consolidated from 1 April 2012 (E5.1 million).

Total “net operating costs” of E763.0 million are up E41.1 million (5.7%) on the first half of 2011 (E721.9 million). On a like–for–like basis, net operating costs are up E8.3 million (1.1%).

The “Cost of materials and external services” amounts to E265.0 million, marking an increase of E30.4 million on the first half of 2011 (E234.6 million), including E23.5 million due to the newly consolidated companies. On a like–for–like basis the cost of materials and external services is up E6.9 million (2.9%), reflecting a combination of the following main factors:a) an increase in the cost of winter operations following the exceptional snowfall seen on the Italian network

during the first two months of 2012 (up E21.6 million);

(1) From 1 January 2011 the additional concession fees payable to ANAS, pursuant to Laws 102/2009 and 122/2010, calculated on the basis of the number of kilometres travelled, amount to 6 thousandths of a euro per kilometre for toll classes A and B and 18 thousandths of a euro per kilometre for classes 3, 4 and 5.

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b) increased other maintenance costs (up E4.5 million), essentially relating to changes to the scheduling of resurfacing work by Autostrade per l’Italia compared with 2011;

c) a reduction in other costs (down E19.2 million) due to improved operating efficiency, a reduction in work carried out by Pavimental for external customers and the margin on the Eco–Taxe contract.

“Concession fees”, totalling E205.7 million, are down E13.2 million compared with the first six months of 2011 (E218.9 million), essentially reflecting the reduction in additional concession fees collected via the tolls charged by Italian operators (down E14.4 million), due to the decline in traffic.

“Personnel expense”, before deducting capitalised expenses, of E338.6 million are up E18.8 million (5.9%) on the first half of 2011, after stripping out the release, in the first half of 2011, of surplus provisions following closure of the three–year management incentive plan for the period 2008–2010. The increase of 5.9% reflects:a) the first–time consolidation of the Chilean companies owned by Autostrade Sud America, Triangulo

do Sol and the French companies engaged in the Eco–Taxe project, and the expansion of Giove Clear’s operations (up 4.3% overall);

b) a like–for–like decrease of 33 in the average workforce (down 0.3%);c) a like–for–like increase in the average unit cost (up 1.9%), primarily due to contract renewals at the

Group’s motorway operators and industrial companies, partly offset by a reduction in the use of temporary staff.

“Capitalised personnel expense” are up E3.5 million (E46.3 million in the first half of 2012 and E42.8 million in the first six months of 2011).

“Gross operating profit (EBITDA)” of E1,119.6 million is down E2.6 million (0.2%) on the first half of 2011 (E1,122.2 million).On a like–for–like basis, the reduction in gross operating profit is E74.3 million (down 6.6%).

“Operating profit (EBIT)” of E800.2 million is down E79.5 million (9.0%) on the first half of 2011 (E879.7 million).The reduction was essentially driven by a E62.9 million increase in depreciation, amortisation, impairment losses and reversals of impairment losses (including E24.2 million in depreciation and amortisation charged by Triangulo do Sol and E8.7 million in depreciation and amortisation attributable to the new Chilean companies), and by greater provisions and other impairments (up E14.0 million).

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“Net financial expenses” of E99.0 million are down E183.1 million (64.9%) on the same period of the previous year (E282.1 million), essentially reflecting recognition of a fair value gain of E171.1 million on the existing 45.765% interest in Autostrade Sud America, following the acquisition of control.

After stripping out this income, financial expenses are down E12.0 million, primarily due to a combination of:a) the recognition of non–recurring financial items linked to the performance of investments, with a positive

overall impact of E67.0 million, including the gain (E61.0 million) realised on the sale of the investment in IGLI and the reduced impairment loss (E19.0 million in the first half of 2012, compared with E25.0 million in the first half of 2011) on the carrying amount of the investment in Alitalia – Compagnia Aerea Italiana;

b) a reduction in net interest expense (down E8.8 million), essentially due to the decrease in interest payable on the prefinancing for redemption of the bond issue with a par value of E2,000 million in June 2011;

c) financial expenses (up E32.4 million) relating to the premium paid on the partial buyback, in the first half of 2012, of bonds issued by Atlantia and maturing in 2014;

d) increased interest expense and debt servicing costs linked to funding for the acquisition of 50% of the Chilean company, Nueva Inversiones (up E14.1 million, at the same time as the acquisition, in June 2011, of 50% of the motorway operators, Vespucio Sur and Litoral Central), progress on the Eco–Taxe project (up E7.6 million) and consolidation of Triangulo do Sol (up E11.1 million).

“Financial expenses from discounting of provisions for construction services required by contract and other provisions” amount to E72.9 million, marking a reduction of E16.2 million compared with the same period of 2011. This primarily reflects a reduction in the interest rates used to discount the provisions at 31 December 2011, compared with the previous year.“Capitalised financial expenses”, amounting to E22.8 million, are up E10.4 million on the first half of 2011 as a result of progress on the Eco–Taxe project.The “Share of the profit/(loss) of associates and joint ventures accounted for using the equity method” has resulted in a profit of E1.4 million, compared with a profit of E13.9 million for the first half of 2011 which, however, included contributions from Triangulo do Sol and the Autostrade Sud America group, now consolidated on a line–by–line basis.“Income tax expense” for the first half of 2012 amounts to E170.2 million and is down E32.6 million (16.1%) on the first half of 2011 (E202.8 million). This reflects lower taxable income, after taking account of the impact of the performance of investments and fair value gains.“Profit from continuing operations” amounts to E482.3 million, marking an increase of E150.3 million (45.3%) on the first half of 2011 (E332.0 million).

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The “Profit/(Loss) from discontinued operations” reflects the profit of E7.1 million for the first half reported by Autostrada Torino–Savona. The figure for the first half of 2011 (E108.1 million), on the other hand, includes the after–tax gain of E96.7 million on the sale of Strada dei Parchi in the second quarter of 2011, in addition to the results for the period of this company, Società Autostrada Tirrenica, deconsolidated at the end of 2011, and Autostrada Torino–Savona.“Profit for the period”, amounting to E489.4 million, is up E49.3 million (11.2%) on the first half of 2011 (E440.1 million). “Profit for the period attributable to owners of the parent” (E485.9 million) is up E49.1 million (11.2%) on the figure for the first half of 2011 (E436.8 million), whilst profit attributable to non–controlling interests amounts to E3.5 million (E3.3 million for the first half of 2011). On a like–for–like basis, profit attributable to owners of the parent is E294.2 million, down E27.3 million (8.5%).

Operating cash flow for the first half of 2012, as defined in the section “Consolidated financial highlights”, to which reference should be made, amounts to E675.5 million, down E143.9 million (17.6%) on the first half of 2011. On a like–for–like basis, operating cash flow is down E196.5 million (24.0%) due to a reduced cash inflow from operating activities. This essentially reflects the above reduction in traffic on the Group’s Italian network and changes in current tax expense, which in the first half of 2011 benefitted from confirmation of the deductibility of the various components of the financial statements recognised by Autostrade per l’Italia in application of IFRIC 12. Operating cash flow is entirely absorbed by the Group’s investing activities.

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Consolidated statement of comprehensive income

(Em) H1 2012 H1 2011

Profit for the period (A) 489.4 440.1

Fair value gains/(losses) on cash flow hedges –41.6 30.3

Fair value gains/(losses) on net investment hedges –10.4 –

Gains/(Losses) from translation of transactions in functional currencies other than the euro 6.2 –11.5

Gains/(Losses) from translation of transactions in functional currencies other than the euro concluded by associates and joint ventures accounted for using the equity method

2.4 –14.5

Other fair value gains/(losses) – –0.3

Other components of comprehensive income for the period, after related taxation –43.4 4.0

of which

discontinued operations – –1.0

Reclassifications of components of comprehensive income to profit/(loss)

Fair value gains on cash flow hedges reclassified to profit/(loss) for the period – 0.6

Total other comprehensive income for the period, after related taxation and reclassifications to profit/(loss) for the period (B)

–43.4 4.6

Comprehensive income for the period (A + B) 446.0 444.7

of which

attributable to owners of the parent 450.6 442.9

attributable to non–controlling interests –4.6 1.8

The consolidated statement of comprehensive income reports comprehensive income for the period of E446.0 million (E444.7 million for the first half of 2011).

The loss, after the related taxation, of E43.4 million (income of E4.6 million for the first half of 2011) resulting from other components of comprehensive income essentially reflects:a) a loss on the fair value measurement of cash flow hedges, totalling E41.6 million (a gain of E30.3 million

for the first half of 2011), essentially reflecting differing interest rate trends in the two comparative periods;

b) a loss on the fair value measurement of net investment hedges, totalling E10.4 million, reflecting the fair value loss on a number of derivative contracts entered into to hedge the exposure to currency risk of the assets of certain companies operating in Chile;

25


c) a gain on the translation of the financial statements of foreign operations into the Group’s functional currency, totalling E6.2 million (a loss of E11.5 million for the first half of 2011), primarily reflecting increases in the value of the Chilean peso and Polish zloty against the euro at the end of the period, compared with falls in the value of the two currencies during the first half of 2011;

d) a gain of E2.4 million resulting from the measurement of associates using the equity method, essentially due to the above increase in value of the Chilean peso versus the euro, which had a positive impact on the carrying amount of the investment in Autostrade Sud America in the first quarter of 2012, before its consolidation from 1 April 2012 (a loss of E14.5 million in the first half of 2011 due to a weakening of the Chilean peso at that time).

Consolidated financial position

As at 30 June 2012 “Non–current non–financial assets” of E22,806.2 million are up E3,019.0 million on the figure for 31 December 2011 (E19,787.2 million).“Property, plant and equipment”, amounting to E231.3 million, has not undergone significant changes during the period.“Intangible assets” total E20,546.3 million (E17,344.6 million as at 31 December 2011). In addition to the goodwill (E4,382.9 million) recognised at 31 December 2003, following acquisition of the majority shareholding in the former Autostrade – Concessioni e Costruzioni Autostrade SpA, these assets include the Group’s concession rights, amounting to E16,113.5 million (E12,916.2 million as at 31 December 2011).

The increase in intangible assets, amounting to E3,201.7 million, is essentially due to the following:a) recognition of the concession rights of the newly consolidated Chilean and Brazilian companies (up

E3,191.9 million);b) investment in construction services for which additional economic benefits are received (up E346.4 million);c) adjustment of the present value on completion of investment in construction services for which no

additional benefits are received (up E166.1 million);d) amortisation for the period (down E272.0 million);e) reclassification of the intangible assets of Autostrada Torino–Savona to “Non–financial assets held for sale

or related to discontinued operations” (down E255.5 million).

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Reclassified consolidated statement of financial position

(Em) 30.06.2012 31.12.2011 Increase/(Decrease)

NON–CuRRENT NON–FINANCIAL ASSETS

Property, plant and equipment 231.3 230.1 1.2

Intangible assets 20,546.3 17,344.6 3,201.7

Investments 124.1 318.7 –194.6

Deferred tax assets less deferred tax liabilities eligible for offset

1,902.8 1,891.4 11.4

Other non–current assets 1.7 2.4 –0.7

Total non–current non–financial assets (A) 22,806.2 19,787.2 3,019.0

WORkING CAPITAL

Trading assets 1,369.9 1,018.2 351.7

Current tax assets 164.5 28.6 135.9

Other current assets 114.3 89.3 25.0

Non–financial assets held for sale and related to discontinued operations

293.2 308.3 –15.1

Current portion of provisions for construction services required by contract

–679.8 –551.6 –128.2

Current provisions –178.2 –171.6 –6.6

Trading liabilities –1,495.3 –1,490.5 –4.8

Current tax liabilities –150.9 –117.0 –33.9

Other current liabilities –416.8 –493.7 76.9

Non–financial liabilities related to discontinued operations –58.8 –0.3 –58.5

Total working capital (B) –1,037.9 –1,380.3 342.4

INVESTED CAPITAL LESS CuRRENT LIABILITIES (C = A + B) 21,768.3 18,406.9 3,361.4

NON–CuRRENT NON–FINANCIAL LIABILITIES

Non–current portion of provisions for construction services required by contract

–4,034.6 –4,135.0 100.4

Non–current provisions –1,054.5 –1,030.8 –23.7

Deferred tax liabilities not eligible for offset –1,020.2 –174.1 –846.1

Other non–current liabilities –110.2 –66.2 –44.0

Total non–current non–financial liabilities (D) –6,219.5 –5,406.1 –813.4

NET INVESTED CAPITAL (E = C + D) 15,548.8 13,000.8 2,548.0

27


(Em) 30.06.2012 31.12.2011 Increase/(Decrease)

EquITy Equity attributable to owners of the parent 3,782.7 3,566.0 216.7

Equity attributable to non–controlling interests 796.7 464.6 332.1

Total equity (F) 4,579.4 4,030.6 548.8

NET DEBT Non–current net debt Non–current financial liabilities 13,007.4 10,347.2 2,660.2Bond issues 9,077.3 7,507.1 1,570.2

Medium/long–term borrowings 3,655.9 2,590.0 1,065.9

Derivative liabilities 274.2 250.1 24.1

Other non–current financial assets –2,145.9 –1,200.3 –945.6Non–current financial assets deriving from concession rights

–1,201.8 –452.3 –749.5

Non–current financial assets deriving from government grants

–155.8 –238.7 82.9

Term deposits convertible after 12 months –306.5 –290.3 –16.2

Derivative assets –12.5 –27.7 15.2

Other non–current financial assets –469.3 –191.3 –278.0

Non–current net debt (G) 10,861.5 9,146.9 1,714.6

Current net debt Current financial liabilities 1,075.8 666.8 409.0Bank overdrafts 13.9 10.2 3.7

Short–term borrowings 544.7 161.2 383.5

Derivative liabilities 14.3 – 14.3

Intercompany current account payables due to unconsolidated Group companies

33.2 41.4 –8.2

Current portion of medium/long–term borrowings 377.7 449.6 –71.9

Other financial liabilities 46.5 4.4 42.1

Financial liabilities related to discontinued operations 45.5 – 45.5

Cash and cash equivalents –405.2 –619.9 214.7Cash in hand and at bank and post offices –143.9 –338.1 194.2

Cash equivalents –260.0 –281.7 21.7

Cash and cash equivalents related to discontinued operations

–1.6 –0.1 –1.5

Other current financial assets –562.7 –223.6 –339.1Current financial assets deriving from concessions –24.4 –7.3 –17.1

Current financial assets deriving from government grants –101.7 –51.0 –50.7

Term deposits convertible within 12 months –284.8 –76.6 –208.2

Current portion of medium/long–term financial assets –2.9 –32.8 29.9

Other current financial assets –67.6 –54.2 –13.4

Financial assets held for sale or related to discontinued operations

–81.3 –1.7 –79.6

Current net debt (H) 107.9 –176.7 284.6Net debt (I = G + H) 10,969.4 8,970.2 1,999.2NET DEBT AND EquITy (L = F + I) 15,548.8 13,000.8 2,548.0

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As at 30 June 2012 “Investments”, totalling E124.1 million (E318.7 million as at 31 December 2011), are down E194.6 million, primarily reflecting the following:a) the line–by–line consolidation of Autostrade Sud America and its subsidiaries. As at 31 December 2011 the

Group held a 45.765% interest with a carrying amount of E170.6 million;b) the sale of the entire investment in IGLI, equal to 33.3% as at 31 December 2011 and at that date measured

using the equity method, resulting in a carrying amount of E26.6 million; the sale of this investment resulted in a gain of E61.0 million in the consolidated financial statements;

c) an impairment loss of E19.0 million in respect of the carrying amount of the investment in Alitalia – Compagnia Aerea Italiana;

d) the acquisition of 50% less one share of the Brazilian holding company, Atlantia Bertin Participações, accounted for at a value of E26.7 million.

“Deferred tax assets, after offsetting against deferred tax liabilities”, amount to E1,902.8 million, substantially in line with the E1,891.4 million of 31 December 2011.

As at 30 June 2012 consolidated working capital reports a negative balance of E1,037.9 million, compared with the negative balance of E1,380.3 million of 31 December 2011. This marks an improvement of E342.4 million, reflecting the E85.0 million contributed by the newly consolidated Chilean and Brazilian companies.

The improvement substantially reflects:a) an increase of E351.7 million in trading assets, primarily regarding tolls billed on the last non–working

day of June and collected from banks in early July (E201.1 million) and the contribution of the newly consolidated companies (E120.0 million);

b) an increase of E102.0 million in net current tax assets, substantially due to the prepayment and settlement of income tax for 2011 and provisions for current tax expense for the first half;

c) a reduction of E76.9 million in other current liabilities, primarily following payment of the fees due to ANAS and the Ministry of the Economy and Finance;

d) an increase of E128.2 million in the current portion of provisions for construction services required by contract reflecting the expected volume of construction services for which no additional economic benefits are received.

It should also be noted that, in accordance with IFRS 5, the balance of assets and liabilities held for sale as at 30 June 2012 includes amounts attributable to Autostrada Torino–Savona, whilst the balance of assets held for sale as at 31 December 2011 included E290.2 million representing the carrying amount of the investment in

29


Nueva Inversiones, which was consolidated for the first time from 1 April 2012 as part of the consolidation of the Autostrade Sud America group.

“Non–current non–financial liabilities”, totalling E6,219.5 million, are up E813.4 million compared with 31 December 2011 (E5,406.1 million). This essentially reflects deferred tax liabilities not eligible for offsetting of E803.8 million recognised, in accordance with the acquisition method, in relation to the Chilean and Brazilian operations.

As a result, “Net invested capital”, totalling E15,548.8 million as at 30 June 2012, is up E2,548.0 million on the figure for 31 December 2011 (E13,000.8 million).

“Equity attributable to owners of the parent and non–controlling interests” totals E4,579.4 million (E4,030.6 million as at 31 December 2011). “Equity attributable to owners of the parent”, totalling E3,782.7 million, is up E216.7 million, essentially reflecting a combination of:a) profit for the period (up E485.9 million);b) payment of the final dividend for 2011 (E241.5 million);c) the negative balance of other components of comprehensive income, totalling E35.3 million, and

primarily including the fair value loss on the measurement of cash flow hedges and net investment hedges (an after–tax loss of E49.0 million), partially offset by the gain on the translation of the financial statements of subsidiaries that use a different functional currency other than the euro (E11.2 million).

“Equity attributable to non–controlling interests” of E796.7 million is up E332.1 million on the figure for 31 December 2011 (E464.6 million), essentially due to the non–controlling interest in the Brazilian companies owned in partnership with the Bertin group.

30


Statement of changes in consolidated equity

(Em) Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to

non–controlling interests

Total equity attributable

to owners of the parent and


Issued capital Cash flow hedge reserve

Net investment hedge reserve

Reserve for translation

differences on transactions in functional

currencies other than the euro

Reserve for associates and

joint ventures accounted for

using the equity method

Other reserves and retained

earnings

Treasury shares Profit/(loss) for the period

Total

Balance as at 31 December 2010 600.3 53.4 – 15.7 53.9 2,201.6 –215.6 474.1 3,183.4 403.5 3,586.9

Total comprehensive income for the period – 31.5 – –10.8 –14.5 –0.1 – 436.8 442.9 1.8 444.7

Owner transactions and other changes

Bonus issue 30.0 – – – – –30.0 – – – – –

Final dividend approved – – – – – – – –230.0 –230.0 –2.4 –232.4

Retained earnings for the previous year – – – – – 244.1 – –244.1 – – –

Change in basis of consolidation, capital contributions, reclassifications and other changes – – – 4.4 –3.4 0.8 – – 1.8 5.3 7.1

Balance as at 30 June 2011 630.3 84.9 – 9.3 36.0 2,416.4 –215.6 436.8 3,398.1 408.2 3,806.3


Total comprehensive income for the period – –38.6 –10.4 11.2 2.4 0.1 – 485.9 450.6 –4.6 446.0


Bonus issue 31.5 – – – – –31.5 – – – – –


Retained earnings for previous year – – – – – 420.1 – –420.1 – – –

Change in the basis of consolidation, capital contributions, reclassifications and other movements – –0.1 – 21.9 –23.6 9.4 – – 7.6 350.4 358.0

Balance as at 30 June 2012 661.8 2.4 –10.4 41.5 –0.6 2,817.8 –215.6 485.9 3,782.7 796.7 4,579.4

The Group’s net debt at 30 June 2012 is E10,969.4 million, up E1,999.2 million on 31 December 2011 (E8,970.2 million), primarily reflecting the investments in the newly consolidated companies, including the assumption of these companies’ debt.

“Non–current net debt”, amounting to E10,861.5 million (E9,146.9 million at 31 December 2011), is up E1,714.6 million, primarily due to the following:a) new bond issues by Atlantia face values of E1,000 million (paying coupon interest of 4.5% and maturing

in 2019) and E35.0 million (paying coupon interest of 4.8% and maturing in 2032), and subscription of a Zero Coupon Note with a par value of E48.6 million (maturing in 2032), partly offset by the partial buyback (E636.1 million) of bonds ahead of their maturity in 2014;

31


b) the issue of floating rate bonds by the Brazilian companies, Rodovias das Colinas (E332.0 million) and Triangulo do Sol (E243.5 million),maturing on 23 October 2013, as part of the above acquisition in Brazil;

c) the assumption of debt attributable to the new Chilean companies, essentially consisting of: Project Bonds issued by Costanera Norte, maturing through 2016 and 2024, and Vespucio Sur, maturing through 2028, and totalling E526.5 million; Project Loans issued by Litoral Central, maturing through 2025, Nororiente, maturing through 2031, and Vespucio Sur, maturing through 2028, and totalling E354.4 million; and bank borrowings assumed by the sub–holding company, Grupo Costanera (E273.7 million);


(Em) Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to





Issued capital Cash flow hedge reserve


Reserve for translation



Reserve for associates and



Other reserves and retained

earnings

Treasury shares Profit/(loss) for the period

Total


Total comprehensive income for the period – 31.5 – –10.8 –14.5 –0.1 – 436.8 442.9 1.8 444.7


Bonus issue 30.0 – – – – –30.0 – – – – –


Retained earnings for the previous year – – – – – 244.1 – –244.1 – – –

Change in basis of consolidation, capital contributions, reclassifications and other changes – – – 4.4 –3.4 0.8 – – 1.8 5.3 7.1

Balance as at 30 June 2011 630.3 84.9 – 9.3 36.0 2,416.4 –215.6 436.8 3,398.1 408.2 3,806.3


Total comprehensive income for the period – –38.6 –10.4 11.2 2.4 0.1 – 485.9 450.6 –4.6 446.0


Bonus issue 31.5 – – – – –31.5 – – – – –


Retained earnings for previous year – – – – – 420.1 – –420.1 – – –

Change in the basis of consolidation, capital contributions, reclassifications and other movements – –0.1 – 21.9 –23.6 9.4 – – 7.6 350.4 358.0

Balance as at 30 June 2012 661.8 2.4 –10.4 41.5 –0.6 2,817.8 –215.6 485.9 3,782.7 796.7 4,579.4

The Group’s net debt at 30 June 2012 is E10,969.4 million, up E1,999.2 million on 31 December 2011 (E8,970.2 million), primarily reflecting the investments in the newly consolidated companies, including the assumption of these companies’ debt.

“Non–current net debt”, amounting to E10,861.5 million (E9,146.9 million at 31 December 2011), is up E1,714.6 million, primarily due to the following:a) new bond issues by Atlantia face values of E1,000 million (paying coupon interest of 4.5% and maturing

in 2019) and E35.0 million (paying coupon interest of 4.8% and maturing in 2032), and subscription of a Zero Coupon Note with a par value of E48.6 million (maturing in 2032), partly offset by the partial buyback (E636.1 million) of bonds ahead of their maturity in 2014;

32


d) use of the remaining E500.0 million tranche of the fixed–rate loan, maturing in 2036 and paying interest at 4.596%, agreed by Autostrade per l’Italia and the European Investment Bank (EIB) in 2008, partly offset by the reclassification of borrowings maturing in the next 12 months to current liabilities (E162.8 million);

e) an increase of E278.0 million in other non–current financial assets, primarily due to the medium/long–term receivable represented by convertible bonds issued by Infra Bertin Empreendimentos, which controls the project company, SPMAR, in order to fund construction and operation of the orbital motorway to the south east of São Paulo;

f) an increase in financial assets deriving from concession rights, essentially reflecting the present value of concession rights deriving from guaranteed minimum revenue contributed by the new Chilean companies (up E614.4 million), and concession rights deriving from investment in Ecomouv (up E109.7 million), which is engaged in the production of a satellite–based tolling system for heavy vehicles in France.

As at 30 June 2012 current net debt amounts to E107.9 million (the Group had current net funds of E176.7 million as at 31 December 2011). The change of E284.6 million essentially reflects an increase in short–term borrowings (up E383.5 million) following the assumption of new loans (E255.9 million) and the debt acquired with the first–time consolidation of the Brazilian company, Rodovias das Colinas (E113.6 million).The Group has also deposited the amount of approximately E80.9 million to finance the loan that Atlantia Bertin Concessões will disburse to Infra Bertin Empreendimentos by 2013.

The Group’s ordinary operating and financing activities expose it to market risks, primarily regarding interest rate and currency risks linked to the financial assets acquired and the financial liabilities assumed, in addition to liquidity and credit risks.The Group’s financial risk management strategy is consistent with the objectives set by Atlantia’s Board of Directors. The strategy aims to both manage and control such risks, wherever possible mitigating interest rate and currency risks and minimising borrowing costs, whilst taking account of the interests of stakeholders, as defined in the Group’s Financial Policy.The components of the Group’s derivatives portfolio as at 30 June 2012 are classified, in application of IAS 39, as cash flow hedges or net investment hedges, depending on the specific risk being hedged.Based on the positive outcome of tests of effectiveness of cash flow hedges as at 30 June 2012, changes in fair value have been recognised in full in comprehensive income, with no recognition of any ineffective portion in profit or loss.

33


In March 2012 the Group entered into new derivative contracts known as “Non–Deliverable Forwards” and classified as net investment hedges in accordance with IAS 39. These transactions relate to the forward sale of Chilean pesos with the aim of hedging the foreign currency translation risk linked to certain assets and investments in Chile. Changes in fair value during the first half of 2012 have been recognised in full in the comprehensive income.The residual weighted average term to maturity of the Group’s interest bearing debt is approximately 7 years as at 30 June 2012.90% of the Group’s debt is fixed rate.23% of the Group’s medium/long–term debt is denominated in currencies other than the euro. Taking account of foreign exchange hedges and the proportion of debt denominated in the local currency of the country in which the relevant Group company operates (around 16%), the Group is not exposed to currency risk on translation into euros.The average cost of the Group’s medium/long–term borrowings in the period was approximately 5.1%.

As at 30 June 2012 project debt allocated to individual companies amounts to E1,839 million, whilst at the same date the Group has cash reserves of E3,785 million, consisting of:a) E404 million in cash and/or investments maturing within 30 days;b) E591 million in term deposits allocated primarily to part finance the execution of specific construction

services and to service the debt of the Chilean companies;c) E2,790 million in undrawn committed lines of credit. In particular, the Group has obtained the following

lines of credit:1) E300 million of the loan obtained from the European Investment Bank in December 2010 (to be

drawn down until December 2014 and maturing in September 2036);2) E1,000 million of the loan granted by Cassa Depositi e Prestiti and Sace (to be drawn down until

September 2014 and maturing in December 2024);3) E1,000 million available under a committed Revolving Credit Facility with Mediobanca acting as Agent

Bank (to be drawn down by May 2015 and maturing in June 2015);4) E490 million in the form of a Project Loan to finance the Eco–Taxe project being carried out by

Ecomouv (to be drawn down primarily by October 2013 and maturing in December 2024).

The Group’s net debt, as defined according to the CESR Recommendation of 10 February 2005 (which does not permit the deduction of non–current financial assets from debt), amounts to E13,115.3 million as at 30 June 2012, compared with net debt of E10,170.5 million as at 31 December 2011.

34


Consolidated cash flow

Net debt increased by E1,999.2 million during the first half of 2012, compared with a reduction of E861.7 million in the first six months of 2011.

Operating activities generated cash flows of E199.3 million in the first half of 2012, down E817.8 million on the figure for the first half of 2011 (E1,017.1 million).This reflects:a) a reduction in operating cash flow from ordinary activities;b) differing contributions from working capital in the two comparative periods, consisting of a cash outflow

of E247.1 million in the first half of 2012 compared with a cash inflow of E228.1 million in the first half of 2011. The change essentially reflects the increase, in the first half of 2012, in tolls billed on the last non–working day of June and collected from banks in early July and the increase, in the first half of 2011, in trading liabilities, relating to both suppliers and the operators of interconnecting motorways;

c) an increase in cash used for other non–financial assets and liabilities, primarily due to the reduced tax expense incurred by Autostrade per l’Italia in the first half of 2011 following recognition of the deductibility of the carrying amounts recorded in application of IFRIC 12.

Cash used for investment in non–financial assets amounts to E1,898.4 million, compared with an inflow of E47.4 million in the first half of 2011.

Cash flow for the first half of 2012 essentially reflects:a) investments in consolidated companies, almost entirely regarding the acquisition of the new Chilean and

Brazilian companies, including net debt contributed by them (E1,386.8 million);b) investment in motorway infrastructure operated under concession, after the related government grants and

the increases in takeover rights and in other financial assets resulting from capital expenditure (totalling E543.4 million);

c) cash generated by the sale of the investment in IGLI (E87.6 million).

The corresponding cash flow for the first half of 2011 benefitted essentially from the gain realised on deconsolidating Strada dei Parchi, including net debt transferred, partially offset by investment in motorway infrastructure, after the related government grants and by the purchase of investments by the Chilean company, Inversiones Autostrade Holding do Sur, which acquired a 50% interest in Nueva Inversiones.

35


The cash outflow resulting from changes in equity during the first half of 2012 amounts to E227.3 million (E243.9 million in the first half of 2011), reflecting dividends approved by Atlantia during the period, in addition to dividends payable to the non–controlling shareholders of other Group companies.

The overall impact of the above cash flows was to increase net debt by E1,926.4 million during the first half of 2012, compared with a reduction of E820.6 million in the first half of 2011.Finally, in the first half of 2012 net debt was increased E72.8 million by changes in the fair value of cash flow hedges recognised in comprehensive income, whilst a reduction of E41.1 million was recorded in the first six months of 2011.

36


Statement of changes in consolidated net debt

(Em) H1 2012 H1 2011

Profit for the period 489.4 440.1

Amortisation and depreciation 300.1 248.4

Provisions 12.8 –3.1

Financial expenses from discounting of provisions for construction services required by contract and other provisions

73.3 89.6

Impairments/(Reversal of impairment losses) on non–current financial assets and investments accounted for at cost or fair value

–146.0 25.0

Share of (profit)/loss of associates and joint ventures accounted for using the equity method –1.4 –13.9

Impairment losses/(Reversal of impairment losses) and adjustments of other non–current assets

–23.3 5.6

(Gain)/Loss on sale of non–current assets –61.0 –94.1

Net change in deferred tax (assets)/liabilities 12.5 138.1

Other non–cash costs (income) –5.5 –4.8

Change in working capital –247.1 228.1

Other changes in non–financial assets and liabilities –204.5 –41.9

Net cash from operating activities (A) 199.3 1,017.1

Investment in motorway infrastructure –689.2 –676.9

Government grants related to motorway infrastructure 21.7 36.8

Increase in financial assets deriving from takeover rights (related to investment in motorway infrastructure)

124.1 5.5

Purchases of property, plant and equipment –21.6 –21.9

Purchases of intangible assets –10.9 –14.9

Purchase of investments, net of unpaid called–up issued capital –26.9 –307.7

Dividends received from investee companies accounted for using the equity method – 2.6

Purchase of new consolidated investments, net of cash acquired –1,386.8 –

Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments

89.8 1.3

Proceeds from sale of consolidated investments, after net debt transferred –0.1 1,021.2

Change in other non–current assets 1.5 1.4

Net cash from/(used in) investment in non–financial assets (B) –1,898.4 47.4

Dividends declared by Group companies –255.2 –232.4

Net change in currency translation reserve and other reserves and debt–related translation differences

30.6 –10.8

Net change in issued capital and reserves attributable to non–controlling interests –2.7 –0.7

Net equity cash outflows (C) –227.3 –243.9

Increase/(Decrease) in cash and cash equivalents (A + B + C) –1,926.4 820.6

Change in the fair value of hedging derivatives recognised in comprehensive income (D) –72.8 41.1

Decrease/(Increase) in net debt for period (A + B + C + D) –1,999.2 861.7

Net debt at beginning of period –8,970.2 –9,657.3

Net debt at end of period –10,969.4 –8,795.6

37


Adjusted results of operations and financial position and reconciliation with reported amounts

The following section shows adjusted gross operating profit (EBITDA), profit for the period, operating cash flow and debt, after stripping out the impact of financial items recognised by the Group’s motorway operators in application of IFRIC 12 when, under its concession arrangement, an operator has an unconditional right to receive contractually guaranteed cash payments for construction services rendered, regardless of the extent to which the public uses the service. This right is accounted for, regardless of its specific nature, in “financial assets deriving from concession rights” in the statement of financial position.The adjusted amounts, which are not IFRS compliant and have not been audited by the independent auditors, are presented with the aim of enabling analysts and the rating agencies to assess the Group’s results of operations and financial position using the basis of presentation normally adopted by them.

In particular, the adjustments applied to the reported amounts regard:a) an increase in toll revenue to take account of the reduction in financial assets deriving from guaranteed

minimum revenue, presented in the reclassified income statement as an adjustment to revenue;b) the reversal of financial income deriving from the discounting to present value of financial assets deriving

from guaranteed minimum revenue;c) the elimination of financial assets recognised in application of IFRIC 12 (takeover rights, guaranteed

minimum revenue, other financial assets deriving from concession rights).

38


Reconciliation of reported and adjusted amounts

(Em) H1 2012 H1 2011EBITDA Profit/(Loss) Operating

cash flowEBITDA Profit/(Loss) Operating

cash flow

Reported amounts 1,119.6 489.4 675.5 1,122.2 440.1 819.4

Increase in revenue for guaranteed minimum revenue:

– Los Lagos 3.9 3.9 3.9 4.2 4.2 4.2

– Costanera Norte (1) 8.7 8.7 8.7 – – –

– Litoral Central (1) 1.1 1.1 1.1 – – –

– Nororiente (1) 3.3 3.3 3.3 – – –

Adjustment (before tax) 17.0 17.0 17.0 4.2 4.2 4.2

Grants for motorway maintenance:

– Los Lagos 6.5 6.5 6.5 5.6 5.6 5.6

Adjustment (before tax) 6.5 6.5 6.5 5.6 5.6 5.6

Reversal of financial income deriving from the discounting to present value of financial assets deriving from guaranteed minimum revenue:

– Los Lagos –2.9 –2.9 –2.7 –2.7

– Costanera Norte (1) –6.3 –6.3 – –

– Litoral Central (1) –1.9 –1.9 – –

– Nororiente (1) –3.2 –3.2 – –

Adjustment (before tax) –14.3 –14.3 –2.7 –2.7

Deferred taxes –1.6 –1.2

Adjusted amounts 1,143.1 512.9 699.0 1,132.0 449.9 829.2

39


(Em) Net debt as at 30.06.2012

Net debt as at 31.12.2011

Reported amounts 10,969.4 8,970.2

Reversal of financial assets deriving from takeover rights:

– Autostrade Meridionali 354.5 346.2

Reversal of financial assets deriving from guarantee minimum revenue:

– Los Lagos 76.7 72.6

– Costanera Norte (1) 353.3 –

– Litoral Central (1) 109.6 –

– Nororiente (1) 178.4 –

Reversal of other financial assets deriving from concession rights;

Ecomouv 153.8 40,9

Adjusted amounts 12,195.7 9,429.9

(1) The Chilean companies, Costanera Norte, Litoral Central and Nororiente, were consolidated from 1 April 2012.

40


Key performance indicators for the Group’s main subsidiaries

(Em) Revenue EBITDA Net funds/(Net debt) Investments in motorway assets and property, plant and equipment

H1 2012 H1 2011 % increase/(decrease)


H1 2012 31.12.2011 H1 2012 H1 2011 % increase/(decrease)

ITALy

Motorway operators

Autostrade per l’Italia 1,527.9 1,587.8 –3.8% 887.2 968.9 –8.4% –10,374.5 –9,249.9 537.7 584.2 –8.0%

Società Italiana per il Traforo del Monte Bianco 28.2 28.4 –0.7% 18.9 19.4 –2.6% 54.5 61.0 0.6 0.5 20.0%

Raccordo Autostradale Valle d’Aosta 7.8 7.3 6.8% 1.6 1.1 45.5% 71.6 66.7 0.8 1.9 –57.9%

Tangenziale di Napoli 35.9 36.2 –0.8% 12.4 12.2 1.6% –64.5 –60.0 3.9 4.0 –2.5%

Autostrade Meridionali 43.2 46.1 –6.3% 12.5 19.5 –35.9% 149.8 157.6 15.0 6.1 145.9%

Other service companies

Pavimental 270.0 312.6 –13.6% 15.9 6.5 144.6% –119.4 –83.1 6.3 5.2 21.2%

Spea Ingegneria Europea 61.8 76.6 –19.3% 21.9 28.2 –22.3% –5.6 17.2 0.6 1.0 –40.0%

TowerCo 9.5 9.3 2.2% 5.5 5.6 –1.8% 5.2 7.9 1.2 0.7 71.4%

Telepass 67.5 64.1 5.3% 41.4 36.5 13.4% –394.0 –181.8 7.0 8.0 –12.5%

Autostrade Tech 42.2 21.8 93.6% 12.0 4.0 200.0% 4.6 2.0 0.7 0.4 75.0%

OVERSEAS

Chile

Sociedad Concesionaria de Los Lagos 9.9 8.1 22.2% 3.7 4.3 –14.0% 196.7 177.8 0.1 0.1 0.0%

Grupo Costanera (and its operators) (*) 35.1 n.a. n.a. 25.2 n.a. n.s. –315.4 n.a. 0.8 n.s. n.s.

Brazil

Triangulo do Sol (**) 66.5 58.4 13.9% 46.4 44.9 3.3% –17.0 –20.8 3.6 n.s. n.s.

Poland

Stalexport Autostrady 20.7 21.7 –4.6% 15.0 15.8 –5.1% –12.2 –12.2 7.9 3.2 146.9%

France

Ecomouv 0.0 0.0 0.0 0.0 –32.1 –14.8 109.7 0.0 n.s.

Ecomouv D&B 95.4 0.0 n.a. 15.5 0.0 n.s. 16.3 0.4 0.0 0.0

uSA

Electronic Transaction Consultants 23.3 22.4 4.0% –0.3 2.7 –111.1% –11.1 –0.4 0.0 1.1 n.s.

(*) Amounts solely refer to the period of consolidation from 1 April to 30 June 2012.(**) Company consolidated from 1 July 2011.

The above figures have been prepared under IFRS and above all in compliance with the standards and policies adopted by Atlantia. They have been extracted from the specific reporting packages prepared by each subsidiary for the purposes of preparation of the Atlantia Group’s consolidated financial statements.

41

KeyperformanceindicatorsfortheGroup’smainsubsidiaries

(Em) Revenue EBITDA Net funds/(Net debt) Investments in motorway assets and property, plant and equipment



H1 2012 31.12.2011 H1 2012 H1 2011 % increase/(decrease)

ITALy

Motorway operators

Autostrade per l’Italia 1,527.9 1,587.8 –3.8% 887.2 968.9 –8.4% –10,374.5 –9,249.9 537.7 584.2 –8.0%

Società Italiana per il Traforo del Monte Bianco 28.2 28.4 –0.7% 18.9 19.4 –2.6% 54.5 61.0 0.6 0.5 20.0%

Raccordo Autostradale Valle d’Aosta 7.8 7.3 6.8% 1.6 1.1 45.5% 71.6 66.7 0.8 1.9 –57.9%

Tangenziale di Napoli 35.9 36.2 –0.8% 12.4 12.2 1.6% –64.5 –60.0 3.9 4.0 –2.5%

Autostrade Meridionali 43.2 46.1 –6.3% 12.5 19.5 –35.9% 149.8 157.6 15.0 6.1 145.9%

Other service companies

Pavimental 270.0 312.6 –13.6% 15.9 6.5 144.6% –119.4 –83.1 6.3 5.2 21.2%

Spea Ingegneria Europea 61.8 76.6 –19.3% 21.9 28.2 –22.3% –5.6 17.2 0.6 1.0 –40.0%

TowerCo 9.5 9.3 2.2% 5.5 5.6 –1.8% 5.2 7.9 1.2 0.7 71.4%

Telepass 67.5 64.1 5.3% 41.4 36.5 13.4% –394.0 –181.8 7.0 8.0 –12.5%

Autostrade Tech 42.2 21.8 93.6% 12.0 4.0 200.0% 4.6 2.0 0.7 0.4 75.0%

OVERSEAS

Chile

Sociedad Concesionaria de Los Lagos 9.9 8.1 22.2% 3.7 4.3 –14.0% 196.7 177.8 0.1 0.1 0.0%

Grupo Costanera (and its operators) (*) 35.1 n.a. n.a. 25.2 n.a. n.s. –315.4 n.a. 0.8 n.s. n.s.

Brazil

Triangulo do Sol (**) 66.5 58.4 13.9% 46.4 44.9 3.3% –17.0 –20.8 3.6 n.s. n.s.

Poland

Stalexport Autostrady 20.7 21.7 –4.6% 15.0 15.8 –5.1% –12.2 –12.2 7.9 3.2 146.9%

France

Ecomouv 0.0 0.0 0.0 0.0 –32.1 –14.8 109.7 0.0 n.s.

Ecomouv D&B 95.4 0.0 n.a. 15.5 0.0 n.s. 16.3 0.4 0.0 0.0

uSA

Electronic Transaction Consultants 23.3 22.4 4.0% –0.3 2.7 –111.1% –11.1 –0.4 0.0 1.1 n.s.

(*) Amounts solely refer to the period of consolidation from 1 April to 30 June 2012.(**) Company consolidated from 1 July 2011.

The above figures have been prepared under IFRS and above all in compliance with the standards and policies adopted by Atlantia. They have been extracted from the specific reporting packages prepared by each subsidiary for the purposes of preparation of the Atlantia Group’s consolidated financial statements.

42


Operating review for the Group’s main subsidiaries

ITALy

Traffic

The number of kilometres travelled on the network operated by Autostrade per l’Italia and the Group’s other Italian motorway operators (2) during the first half of 2012 totals 22,206.1 million: 19,241.1 million by vehicles with 2 axles (cars and vans, representing 86.6% of the total) and 2,965.0 million by vehicles with 3 or more axles (13.4% of the total).The number of kilometres travelled on the Group’s Italian network is down 8.0% compared with the first half of 2011. Reductions were reported by both categories of vehicle.In addition to the economic situation, the performance for the first six months of 2012 also reflects the impact of the 5–day lorry drivers’ strike at the end of January, and exceptionally bad weather, with heavy snowfall across the country, above all in late January and mid–February. On the other hand, the period benefitted from the extra day in February (2012 is a leap year), which added around an extra 0.5% of traffic in the first half.After adjusting for these factors (the strike, bad weather and the leap year), traffic during the first half of 2012 is estimated to have fallen 6.5%.Traffic was down at all the Group’s Italian companies and for both categories of vehicle.The decline was slightly more accentuated on Autostrade per l’Italia’s network, with total traffic down 8.2% and equivalent falls recorded by both vehicles with 2 axles and those with 3 or more.Traffic using the motorways serving the Naples area declined by 4.6% in the case of Tangenziale di Napoli and w4.8% in the case of Autostrade Meridionali. The latter recorded a bigger reduction in heavy vehicles, with those with 3 or more axles down 12.1%. Raccordo Autostradale Valle d’Aosta and Traforo del Monte Bianco registered reductions of 7.3% and 7.4%,respectively, above all due to a downturn in the 2–axle category (down 8.3% and 9.9%, respectively).

(2) Excluding Autostrada Torino–Savona, whose contribution to the result for the first half of 2012 has been accounted for, in accordance with IFRS 5, in “Profit/(Loss) from discontinued operations”.

43

OperatingreviewfortheGroup’smainsubsidiaries

Traffic on the network operated under concession in Italy

Vehicles x km (millions) (a) % increase/(decrease) on 2011 ATVD (b) 2012

Vehicles with 2 axles

Vehicles with 3+ axles

Total vehicles Vehicles with 2 axles

Vehicles with 3+ axles

Total vehicles

Autostrade per l’Italia 18,072.3 2,898.9 20,971.2 –8.2 –8.2 –8.2 40,365

Autostrade Meridionali 682.0 14.2 696.2 –4.6 –12.1 –4.8 74,132

Tangenziale di Napoli 443.1 40.1 483.2 –4.6 –4.6 –4.6 131,427

Società Italiana per il Traforo del Monte Bianco

3.2 1.7 4.9 –9.9 –2.4 –7.4 4,650

Raccordo Autostradale Valle d’Aosta

40.5 10.1 50.6 –8.3 –3.2 –7.3 8,581

Total for Group’s italian operators

19,241.1 2,965.0 22,206.1 –8.0 –8.1 –8.0 41,157

Autostrada Torino–Savona (c) 383.4 36.3 419.8 –9.6 –10.7 –9.7 17,620

(a) Provisional data.(b) ATVD – Average theoretical vehicles per day, equal to number of kilometres travelled/(journey length x number of days in the period).(c) Company held for sale.

Tolls

The following annual toll increases were introduced by Autostrade per l’Italia and the Group’s Italian motorway operators from 1 January 2012. The increases were calculated in accordance with the terms and conditions of the respective concession arrangements in force:

Toll increases from 1 January 2012

Italian motorway operator Toll increase

Autostrade per l’Italia (1) 3.51%

Raccordo Autostradale Valle d’Aosta (2) 14.17%

Tangenziale di Napoli (2) 3.49%

Autostrade Meridionali (2) 0.31%

Società Italiana per il Traforo del Monte Bianco (3) 5.97%

Autostrada Torino–Savona (4) 1.47%

(1) The toll increases applied by Autostrade per l’Italia consist of a 2.04% increase, relating to the x component (1.99% to cover additional capital expenditure inserted into the IV Addendum of 2002) and the K component (0.05% to provide a return on new investment provided for in the Single Concession Arrangement of 2007), calculated on the basis of the stage of completion of work, and a 1.47% increase equivalent to 70% of the consumer price inflation rate in the period from 1 July 2010 to 30 June 2011.

(2) The operators, Raccordo Autostradale Valle d’Aosta, Tangenziale di Napoli and Autostrade Meridionali, apply a tariff formula that takes into account the target inflation rate, a rebalancing component and a return on investment, in addition to quality.

(3) Traforo del Monte Bianco, which operates under a different concession regime based on bilateral agreements between Italy and France, applied a total increase of 5.97% from 1 January 2012, in accordance with the resolutions approved by the Intergovernmental Committee for the Mont Blanc Tunnel on 20 October and 25 November 2011. This increase is based on the combination of two elements:• 2.47%representingtheaverageinflationrateinFranceandItalyfortheperiodfrom1September2010to31August2011;• 3.50%inaccordancewiththeagreementbetweentheItalianandFrenchgovernmentsdated24February2009,withuseoftheproceedsstillbedecidedonbythetwo

governments.(4) The increase applied by Autostrada Torino–Savona (a company held for sale) is equal to 70% of the inflation rate in the period from 1 July 2010 to 30 June 2011.

44


Capital expenditure

During the first six months of 2012 Group companies invested a total of E587.4 million, a reduction of E66.3 million (excluding companies sold or held for sale) on the same period of 2011 (down 10.1%).

Capital expenditure in Italy

(Em) H1 2012 H1 2011 % increase/(decrease)

Autostrade per l’Italia – projects in Agreement of 1997 166.1 178.8 –7.1%

Autostrade per l’Italia – projects in IV Addedndum of 2002 296.2 311.9 –5.0%

Investment in major works by other subsidiaries 14.8 7.0 111.4%

Other capital expenditure and capitalised costs (staff, maintenance and other)

84.6 129.1 –34.5%

Total investment in infrastructure operated under concession

561.7 626.8 –10.4%

Investment on other intangible assets 5.6 7.5 –25.3%

Investment in property, plant and equipment 20.1 19.4 3.6%

Total investment in continuing operations 587.4 653.7 –10.1%

Capital expenditure by Autostrada Torino–Savona (a company held for sale)

4.1 12.3 –66.4%

Total capital expenditure in Italy 591.5 666.0 –11.2%

The volume of investment in the first half of 2012, relating to works envisaged in the Autostrade per l’Italia’s Agreement of 1997 and the IV Addendum of 2002 , is slightly down on the same period of 2011 following completion of a number of projects.In terms of the 1997 Financial Plan, the approaching completion of work on the Variante di Valico and on the Florence North–Florence South section (down E28.4 million) is partially offset by the start–up of work on the Barberino–Florence North section (up E14.7 million).In terms of the IV Addendum of 2002, the positive impact of the acceleration of work on Lots 1B and 4 of the Rimini North–Porto Sant’Elpidio section (up E63.8 million) was partially offset by reduced work on the A9 Lainate–Como (down E4.3 million), on Lots 6B and 3 (nearing completion) on the Rimini North–Porto Sant’Elpidio section (down E35.5) and on the Fiano–Settebagni section, which has now been completed (down E36.9 million).Investment in major works by the Group’s other motorway operators is up E7.8 million compared with the same period of 2011, essentially reflecting an increase in the volume of work carried out by Autostrade Meridionali on the widening of the A3.

45


Contract reserves quantified by contractors

As at 30 June 2012 Italian operators have recognised contract reserves quantified by contractors amounting to E1,440 million, including E820 million regarding works envisaged in Autostrade per l’Italia’s Agreement of 1997, the additional cost of which cannot be clawed back via tolls.

Other activities

Pavimental

The company operates as a motorway maintenance provider and carries out major infrastructure works for the Group.Compared with the first half of 2011, revenue of E270.0 million is down E42.6 million (13.6%). This is primarily due to the lower volume of infrastructure construction work and extraordinary maintenance carried out for Autostrade per l’Italia and a reduction in work commissioned by other customers (Società Autostrada Tirrenica and Autostrade Centropadane).EBITDA of E15.9 million compares with E6.5 million for the same period of the previous year.

Spea Ingegneria Europea

The company supplies engineering services involved in the design, project management and controls connected to the upgrade and extraordinary maintenance of the motorway network.Revenue of E61.8 million for the first half of 2012 is down 19.3% (E14.8 million) on the previous first half, primarily due to the lower volume of infrastructure design work carried out (down E19 million), above all in relation to the final designs for the Genoa Interchange on behalf of Autostrade per l’Italia and for the A12 Livorno–Civitavecchia for Società Autostrada Tirrenica.91.9% of the company’s revenue in the first half of 2012 was earned on services provided to the Group.EBITDA is E21.9 million for the first half of 2012, down E6.3 million on the previous first half, primarily reflecting the above reduction in revenue, offset by reduced use of external consultants (down E6.9 million) and a decrease in personnel expense (down E1.6 million).

46


Telepass

The company is responsible for operating motorway tolling systems providing an alternative to cash payments: the Viacard direct debit card and Telepass devices.As at 30 June 2012 the number of Telepass devices in circulation exceeds 7.9 million (up approximately 290,000 on 30 June 2011), with the number of subscribers of the Premium option totalling 1.5 million (up approximately 196,000 on 30 June 2011).Revenue of E67.5 million in the first half of 2012 was primarily generated by Viacard subscription fees of E10.7 million (in line with the same period of 2011), Telepass fees of E45.1 million (up E1.6 million on the first half of 2011) and payments for Telepass Premium services of E5.8 million (up E0.9 million on the first half of 2011).The company’s EBITDA for the first half of 2012, amounting to E41.4 million (an EBITDA margin of 61.3%), compares with EBITDA of E36.5 million for the first half of 2011.

Autostrade Tech

Autostrade Tech supplies and operates road tolling, charging, control and monitoring systems for urban areas, car parks and interports in Italy and around the world.Revenue of E42.2 million in the first half of 2012 is up E20.4 million (93.6%) on the same period of 2011, above all due to the sub–contract with Autostrade per l’Italia linked to the contract for the Eco–Taxe Poids Lourds project awarded to the subsidiary, Ecomouv.EBITDA of E12.0 million for the first half of 2012 (an EBITDA margin of 28%) is up on the same period of 2011 (E4.0 million).

TowerCo

TowerCo is responsible for the construction and management of fully equipped sites located around the motorway network managed under concession and on land owned by other parties (ANAS, municipal authorities and other motorway operators). These sites host antennae and equipment used by commercial operators (mobile communications companies and TV and radio broadcasters) and public services (police, Isoradio and traffic monitoring systems).The company reports revenue of E9.5 million for the first half of 2012 (E9.3 million in the same period of 2011), with EBITDA of E5.5 million in line with the same period of 2011 (E5.6 million).

47


INTERNATIONAL OPERATIONS

Chile

The Atlantia Group is one of the leading motorway operators in Chile through the operator, Los Lagos, which holds the concession for a 135 km section between Rio Bueno and Puerto Montt, and Grupo Costanera, the Chilean holding company, which controls five operators responsible for a total of 177 km of motorway, including 98 km in the capital Santiago.

Key performance indicators for the Chilean operators

(Em) Revenue EBITDA Adjusted revenue (*) Adjusted EBITDA (*)





Grupo Costanera (**)

Costanera Norte 17.1 n.a. n.s. 12.3 n.a. n.s. 25.9 n.a. n.s. 21.1 n.a. n.s.

Nororiente 0.9 n.a. n.s. 0.0 n.a. n.s. 4.1 n.a. n.s. 3.3 n.a. n.s.

Vespucio Sur 16.2 n.a. n.s. 13.0 n.a. n.s. 16.2 n.a. n.s. 13.0 n.a. n.s.

Litoral Central 0.5 n.a. n.s. –0.1 n.a. n.s. 1.7 n.a. n.s. 1.0 n.a. n.s.

AMB 0.3 n.a. n.s. 0.1 n.a. n.s. 0.3 n.a. n.s. 0.1 n.a. n.s.

Los Lagos 9.9 8.1 22.2% 3.7 4.3 –14.0% 20.3 18.0 12.8% 14.1 14.2 –0.7%

(*) Information on the nature of the adjustments made and differences between reported and adjusted amounts is provided in the specific section “Consolidated financial review and adjusted amounts”.

(**) The figures only refer to the period of consolidation from 1 April to 30 June 2012.

Sociedad Concesionaria de Los Lagos

During the first half of 2012 the Chilean operator, Los Lagos, registered a 13% increase in traffic in terms of kilometres travelled compared with the same period of 2011, marking growth of 14.3% in light vehicles and of 9.0% in heavy vehicles.

From 1 January 2012 the tolls applied by the Chilean operator, Los Lagos, rose 1.9%, reflecting the effect of:• the inflation–linked increase of 3.9% (calculated between 1 December 2010 and 30 November 2011);• he rounding off of tariffs to the nearest 100 pesos (down 2.0%);• the failure to qualify for the increase relating to the “safety factor” (as in the previous year).

48


In the first half of 2012 Los Lagos recorded total revenue of E9.9 million (E20.3 million including the portion attributable to the guaranteed minimum), up 22.2% (17.2% on a constant exchange rate basis) on the same period of 2011 (E8.1 million). EBITDA of E3.7 million (E14.1 million after the impact of IFRIC 12 referred to above) is down 14.0% (17.5% on a constant exchange rate basis) compared with the first half of 2011 (E4.3 million). This reflects resurfacing work carried out to repair road surfaces.

Grupo Costanera

Grupo Costanera, the Chilean holding company controlled via Autostrade Sud America (further shares in which were acquired by Autostrade per l’Italia on 28 June 2012, thus raising its interest to 100%), holds the following investments in Chilean motorway operators, consolidated in the Group’s accounts as they are wholly owned direct and indirect subsidiaries from 1 April 2012:• Costanera Norte SA, which holds the concession (expiring 2033) for 43 km of road network in the city of

Santiago in Chile;• Autopista Nororiente SA, the holder of the concession (expiring 2044) for the 21.5 km north–eastern

bypass in the city of Santiago;• AMB SA, the holder of the concession (expiring 2048) for the 10 km section of motorway linking Santiago

to the city’s international airport;• Autopista Vespucio Sur SA, the holder of the concession (expiring 2032) for the 23.5 km southern section

of the orbital toll motorway serving the city of Santiago;• Litoral Central SA, the holder of the concession (expiring 2031) for the 79 km toll motorway serving the

cities of Algarrobo, Casablanca and Cartagena in Chile.

On 19 April 2012 Autostrade per l’Italia SpA entered into an agreement to sell Canada Pension Plan Investment Board (CPPIB), a leading Canadian pension fund, a 49.9% interest in Grupo Costanera for a price of 560 billion Chilean pesos (equal to approximately E857 million).As a result of the transaction, the 50% stake in Vespucio Sur and Litoral Central, now indirectly owned by Autostrade per l’Italia, will be transferred to Grupo Costanera, which will thus assume full control of all the above motorway operators.

49


Traffic on the network operated under concession by Grupo Costanera in the first half of 2012

Traffic (millions of km travelled) Traffic (thousands of journeys)



Grupo Costanera

Costanera Norte 444.8 422.9 5.2% 98,635.5 94,379.6 4.5%

Vespucio Sur 344.9 316.6 8.9% 112,665.9 103,451.1 8.9%

Litoral Central 47.5 41.9 13.4% 1,893.2 1,666.7 13.6%

Nororiente 25.9 22.4 15.6% 2,193.4 1,901.7 15.3%

AMB 9.6 8.5 12.9% 4,184.3 3,696.9 13.2%

Total 872.7 812.3 7.4% 219,572.4 205,096.0 7.1%

Costanera Norte

During the first half of 2012 traffic using the motorway operated under concession by Costanera Norte rose 4.5% in terms of journeys. From 10 January 2012 the tolls applied on the section of motorway operated under concession were increased by a total of 7.95%, calculated under the concession arrangement on the basis of consumer price inflation in 2011 plus 3.5%.In the second quarter of 2012 (the period of consolidation) the company generated revenue of E17.1 million (E25.9 million including the portion attributable to the guaranteed minimum (3)), primarily consisting of toll revenue of E15.4 million. EBITDA amounts to E12.3 million.Costanera Norte has signed a preliminary agreement for the implementation of an investment programme named “Programma SCO” (Santiago Centro Oriente). Work is scheduled to start in the second half of 2012 and to be completed by July 2017. The total value of the work to be carried out is approximately E319 million. The investment programme is included in the company’s financial plan and aims to upgrade and expand the section operated under concession.

Autopista Nororiente

Traffic on the section of motorway operated by the Chilean operator, Nororiente, was up 15.6% in the first half of 2012, compared with the same period of 2011.

(3) Information on the nature of the adjustments made and differences between reported and adjusted amounts is provided in the specific section “Consolidated financial review and adjusted amounts”.

50


In the second quarter of 2012 (the period of consolidation) the company generated revenue of E0.9 million (E4.1 million including the portion attributable to the guaranteed minimum (4)), primarily consisting of toll revenue of E0.8 million. EBITDA for the period was zero.

AMB

Traffic on the section of motorway operated by the Chilean operator, AMB, was up 12.9% in the first half of 2012, compared with the same period of 2011.In the second quarter of 2012 (the period of consolidation) the company generated revenue of E0.3 million and EBITDA of E0.1 million.

Vespucio Sur

The section of motorway operated by the Chilean operator, Vespucio Sur, registered an increase in traffic of 8.9% in the first half of 2012, compared with the same period of 2011. From January 2012 the company applied the annual toll increase of 7.95% (under the concession arrangement based on consumer price inflation in 2011, plus 3.5%).In the second quarter of 2012 (the period of consolidation) the company generated revenue of E16.2 million, primarily consisting of toll revenue of E15.1 million. EBITDA amounts to E13.0 million.

Litoral Central

The section of motorway operated by the Chilean operator, Litoral Central, registered an increase in traffic of 13.4% in the first half of 2012, compared with the same period of 2011. In the second quarter of 2012 (the period of consolidation) the company generated revenue of E0.5 million (E1.7 million including the portion attributable to the guaranteed minimum (5)). EBITDA was a negative E0.1 million.



51


Brazil

The agreement entered into with the Bertin group on 27 January 2012, regarding creation of a joint venture to which the two partners will contribute their investments in Brazilian toll motorway operators, became effective on 30 June 2012.

Autostrade do Brasil, a wholly owned subsidiary of the Atlantia Group, and CIBE, a subsidiary of the Bertin group (in which the Tarallo family also hold a stake), have established a new company named Atlantia Bertin Concessões SA, contributing 100% of the following:• Triangulo do Sol, which holds the concession for 442 km of motorway in the state of São Paulo, expiring

in 2021;• Colinas, the holder of the concession for a total of 307 km of motorway in the state of São Paulo, expiring

in 2028;• Nascentes das Gerais, the holder of the concession for a total of 372 km of motorway in the state of Minas

Gerais, expiring in 2032.

Following the respective contributions, as at 30 June 2012 the Atlantia Group owns 50% plus one share of the new companies.The transaction also grants the newly formed company an option to acquire the 95% of SPMAR owned by the Bertin group. SPMAR holds the concession to operate a part of the Rodoanel, the 105 km orbital toll motorway serving São Paulo, of which approximately 60 km is in operation, with the remainder under construction.Under separate agreements, the partners have created a second holding company, named Atlantia Bertin Participações, 50% owned by the Atlantia Group and 50% by the Bertin group. This company owns a 50% interest in Tietê (6), the holder of the concession for 417 km of motorway in the state of São Paulo, expiring in 2039.The agreements envisage the contribution of the interest in Tietê to Atlantia Bertin Concessões SA following receipt of the necessary clearance.

Traffic on the network operated by the subsidiary, Triangulo do Sol, rose 6.3% in terms of kilometres travelled in the first half of 2012, compared with the same period of 2011 (light vehicles up 5.7% and heavy vehicles up 7.5%).

(6) The remaining 50% is held by Ascendi–Mota Engil.

52


Triangulo do Sol generated revenue of E66.5 million in the first half of 2012, primarily consisting of toll revenue of E64.2 million. EBITDA amounts to E46.4 million.

In terms of kilometres travelled in the first half of 2012, traffic on the motorways operated by the operators, Rodovias das Colinas and Nascentes das Gerais (given that these companies were contributed to Atlantia Bertin Concessões SA on 30 June 2012, only the assets and liabilities have been consolidated on a line–by–line basis as at this date), rose 3.3% (light vehicles up 3.5% and heavy vehicles up 2.6%) and 3.2% (light vehicles up 5.1% and heavy vehicles down 1.9%), respectively.

Traffic on the network operated under concession in Brazil in the first half of 2012

Traffic (millions of km travelled) Traffic (thousands of journeys)



Triangulo do Sol 664.4 625.3 6.3% 9,671.5 9,098.0 6.3%

Rodovias das Colinas (*) 924.3 894.9 3.3% 17,206.7 16,624.3 3.5%

Nascentes das Gerais (*) 367.0 355.7 3.2% 5,918.6 5,736.5 3.2%

Total 1,955.7 1,875.9 4.25% 32,796.8 31,458.8 4.25%

(*) Given that the company was contributed to Atlantia Bertin Concessões SA on 30 June 2012, only the assets and liabilities have been consolidated on a line–by–line basis as at this date.

Poland

Stalexport Autostrada Malopolska

The Polish operator, Stalexport Autostrada Malopolska, recorded a 9.9% decline in kilometres travelled in the first half of 2012, compared with the same period of 2011, with light vehicles down 1.3% and heavy vehicles falling 37.3%. The latter figure reflects the transfer from a shadow tolling system to direct tolling (1 July 2011) for vehicles weighing more than 12 tons and toll increases applied to vehicles under 12 tons.In addition, from 1 March 2012 tolls for light vehicles were raised by 12.5%.The overall effect of the toll increases in the first half of 2012, compared with the same period of the previous year, was a rise of 32.4% (based on like–for–like traffic volumes and traffic mix).The toll increases introduced by the Polish operator are within the limits set out in the concession arrangement.

53


Stalexport Autostrada Malopolska generated total revenue of E20.7 million in the first half of 2012 (including toll revenue of E19.3 million), marking a reduction of 4.6% (up 2.4% on a constant exchange rate basis)compared with the same period of 2011 (E21.7 million). The change is primarily due to a deterioration in the traffic mix, reflecting a sharp decline in heavy vehicles (which contribute most to toll revenue).Gross operating profit (EBITDA) of E15.0 million is down 5.1% (up 1.8% on a constant exchange rate basis) compared with the first half of 2011 (E15.8 million).

France

Ecomouv

On 20 October Autostrade per l’Italia, via the wholly owned project company, Ecomouv Sas (in which Autostrade per l’Italia holds a 70% interest) signed a partnership agreement with the French Ministry of Ecology, Sustainable Development and Transport (MEDDTL) for the implementation and operation of a satellite–based tolling system for heavy vehicles weighing over 3.5 tons on approximately 15,000 km of the country’s road network (the so–called Eco–Taxe Poids Lourds project).The signature follows award of the contract at the end of a tender process organised by the MEDDTL.The contract envisages total investment of approximately E650 million and total revenue of E2.8 billion over the 13 years and 3 months of the concession term. There will be an initial 21 month design and construction phase, followed by operation and maintenance of the tax collection system for 11 and a half years.On 26 October 2011 new shares in Ecomouv were issued to the French partners involved in the project.Ecomouv’s capital expenditure during the first half of 2012, relating primarily to the development of the tolling system, the central system and the control system, amounted to E109.7 million, meaning that the project has been 23.3% completed.

United States of America

Electronic Transaction Consultants

Electronic Transaction Consultants (ETC) is the leading US provider of systems integration, hardware and software maintenance, customer services and consultancy in the field of free–flow electronic tolling systems.

54


ETC generated revenue of E23.3 million in the first half of 2012, marking an increase of 4.0% compared with the same period of 2011 (E22.4 million).Negative EBITDA of E0.3 million has deteriorated from the positive E3.0 million recorded in the same period of 2011, primarily due to increases in personnel expense and other overheads.

India

Pune Solapur Expressways Private Limited

On 17 February 2009 Atlantia, in consortium (50–50) with TRIL Roads Private Limited, a Tata group company, was awarded a 21 year concession for the 110 km Pune–Solapur section of motorway in the Indian state of Maharashtra.Work on construction and on widening the motorway from two to four lanes is underway, having been divided into two lots for which contracts were awarded separately to the local companies, Oriental and IJM. Under the Concession Arrangement, construction work is to last 30 months from 14 November 2009. In reality, the necessary expropriations of land, which are the responsibility of the Grantor, are behind schedule with respect to the deadline envisaged by the concession arrangement. The Operator is putting pressure on the Grantor to speed up the process.

55

Workforce

Workforce

As at 30 June 2012 the Group (excluding Società Autostrada Tirrenica (7) and Autostrada Torino–Savona (8) from the basis of consolidation for the two comparative periods) employs 10,933 staff on permanent contracts and 720 temporary staff, resulting in a total workforce of 11,653. This is up 1,102 (10.4%) on the 10,551 of 31 December 2011.The number of permanent staff is up 999, whilst temporary employees are up 103. The overall increase primarily reflects first–time consolidation of Grupo Costanera, accounting for a total of 980 staff, and the expansion of Giove Clear’s operations, which now cover 84% of the service areas on Autostrade per l’Italia’s motorway network (an additional 136 staff).

On a like–for–like basis, compared with 31 December 2011, permanent staff are down 27 and temporary staff are up 13.

The change in permanent staff primarily reflects events at the following Group companies:• Ecomouv and Tech Solutions Integrators (up 13), due to work on the Eco–Taxe project;• Electronic Transaction Consultants (up 39), reflecting the launch and implementation of the tolling

project commissioned by the state of Washington;• Pavimental (down 32), following the completion of construction work on the section of the A1 between

Fiano and Rome’s orbital motorway and on Lot 1 of the extension of the Autostrada Tirrenica;• Stalexport Autostrady group (down 19), primarily reflecting cuts in clerical staff and manual workers due

to reduced investment, partly offset by the partial conversion of temporary contracts for toll collectors to permanent contracts;

• Italian operators (down 34), following a reduction in toll collectors (down 55), partly offset at Autostrade per l’Italia (up 20) by the recruitment of staff to fill specific roles in certain departments, above all regarding the management of overseas operations.

The increase in temporary staff is attributable to Pavimental (up 13) as a result of the recruitment of temporary staff to work on the installation of acoustic barriers and on the widening to three lanes of the section of the A1 between Barberino and Florence North.

(7) The Group sold a 69.1% interest in the fourth quarter of 2011.(8) This company’s contributions to the first half of 2012 and the first half of 2011 have been accounted for in “Profit/(Loss) from discontinued operations”.

56


The average workforce (excluding Società Autostrada Tirrenica and Autostrada Torino–Savona and including temporary staff) is up from 9,723 in the first half of 2011 to 10,755 in the same period of 2012, marking an increase of 1,032 on average (up 10.6%).

The increase (up 1,032 on average) reflects the expansion of Giove Clear’s operations (up 178 on average) and the first–time consolidation (up 887 on average) of:• the new Chilean operators (up 495 on average);• Triangulo do Sol from 1 July 2011 (up 356 on average);• the French companies involved in the Eco–Taxe project (up 36 on average).

On a like–for–like basis, the change in the average workforce compared with the first half of 2011 (down 33 on average) primarily reflects the following:• Pavimental (up 27 on average), reflecting the recruitment of temporary staff;• Electronic Transaction Consultants (up 20 on average), reflecting an increase in permanent staff (up 68

on average) and a reduction in temporary staff (down 48 on average);• the Stalexport Autostrady group (down 24 on average), reflecting the cuts in clerical staff and manual

workers;• Italian operators (down 51 on average), following a reduction in toll collectors (down 87), partly offset

at Autostrade per l’Italia by the recruitment of staff to fill specific roles in certain departments, above all regarding the management of overseas operations.

Personnel expense, before deducting capitalised expenses, amount to E338.6 million, marking an increase of E18.8 million (5.9%) on the first half of 2011, after stripping out the release, in the first half of 2011, of surplus provisions following closure of the three–year management incentive plan for the period 2008–2010.

This 5.9% increase is due to:• the first–time consolidation of the Chilean operators, Triangulo do Sol and the French companies

involved in the Eco–Taxe project and the expansion of Giove Clear’s operations (up 4.3%);• a like–for–like reduction in the average workforce of 33 (down 0.3%);• a like–for–like increase in the average unit cost (up 1.9%), primarily due to contract renewals at the


57

Workforce

Permanent staff (*)

Position 30.06.2012 31.12.2011 Increase/(Decrease)

Absolute %

Senior managers 202 187 15 8.0

Middle managers 840 679 161 23.7

Administrative staff 4,512 4,158 354 8.5

Manual workers 2,285 1,878 407 21.7

Toll collectors 3,094 3,032 62 2.0

Total 10,933 9,934 999 10.1

Temporary staff (*)


Absolute %



Administrative staff 191 220 –29 –13.2

Manual workers 280 187 93 49.7

Toll collectors 245 209 36 17.2

Total 720 617 103 16.7

Average workforce (*) (**)


30.06.2012 30.06.2011 Absolute %



Administrative staff 4,660 4,269 391 9.2

Manual workers 2,205 1,814 391 21.6

Toll collectors 2,930 2,817 113 4.0

Total 10,755 9,723 1,032 10.6

(*) The period–end and average figures do not include the workforces of Società Autostrada Tirrenica and Autostrada Torino–Savona.(**) The figure for the average workforce includes temporary staff.

58


Related party transactions

This section describes the Group’s principal related party transactions, as identified in accordance with the criteria defined in the Parent Company’s specific procedure for related party transactions entered into directly by the Company and/or through its subsidiaries in application of the CONSOB Regulation adopted with Resolution 17221 of 2010, as subsequently amended.Related party transactions do not include transactions of an atypical or unusual nature and are conducted on an arm’s length basis. The Atlantia Group did not engage in material transactions with its direct or indirect parents during the first half of 2012.

The Atlantia Group’s transactions with Schemaventotto

Transactions with the parent, Schemaventotto, regard the amount of E11.5 million due to the Group in the form of an IRES refund, resulting from the tax consolidation arrangement in which certain Group companies participated until 1 January 2008.

The Atlantia Group’s transactions with other related parties

For the purposes of the above CONSOB Resolution, which applies the requirements of IAS 24, the Autogrill group, which is under the common control of Edizione Srl, is treated as a related party. With regard to relations between the Atlantia Group’s motorway operators and the Autogrill group, it should be noted that, as at 30 June 2012, Autogrill holds 134 food service concessions for service areas along the Group’s motorway network.In the first half of 2012 the Group earned revenue of approximately E35.8 million on transactions with Autogrill, including E31.3 million in royalties deriving from management of service areas. This recurring income is generated by contracts entered into over various years, of which a large part was awarded as a result of transparent and non–discriminatory competitive tenders.As at 30 June 2012 trading assets receivable from Autogrill amount to E61.9 million and were for the most part collected after this date.

Details of the impact of related party transactions on the results of operations and the financial position are provided in the table in note 10.4 to the condensed interim financial statements.

59

Otherinformation

Other information

Alitalia

In view of the ongoing losses incurred and the company’s position in the market in which it operates, the Directors deemed that there was insufficient information on which to base a reliable measurement of the company’s fair value in alternative to the Group’s pro–rata share of its equity. As a result, at the end of the year it was decided to recognise an impairment loss of E19 million on the carrying amount of the investment.

Bonus issue

On 24 April 2012, the Annual General Meeting of Atlantia SpA’s shareholders, meeting in extraordinary session, examined and approved the proposal to implement a bonus issue, pursuant to art. 2442 of the Italian Civil Code, of up to a maximum par value of E31,515,600.00, via the issue of 31,515,600 new ordinary shares with a par value of E1.00, ranking equally in all respects with the existing issued ordinary shares, and consequent amendment of art. 6 of the Articles of Association. The bonus issue was effective from 7 June 2012.

Bond issue and Tender Offer

On 2 February 2012 Atlantia launched the issue of 7–year bonds worth E1.0 billion and guaranteed by Autostrade per l’Italia. The bond issue forms part of the Company’s E10 billion Medium/Long–term Note Programme launched on 7 May 2004 and subsequently updated, which has resulted in the issue of bonds worth E7.65 billion.The bonds, which pay a fixed annual coupon of 4.50%, have a re–offer price of E99.011. The effective yield to maturity is 4.669%, corresponding to a yield that is 275 basis points above the reference mid–swap rate.The financial resources raised as a result of the issue will in part be used for corresponding intercompany loans, designed to meet the funding requirements of Autostrade per l’Italia in connection with the investment plan envisaged in its concession agreement, and in part to buy back a portion of the bonds maturing in 2014.To coincide with the bond issue, on 2 February 2012 Atlantia announced the launch of a Tender Offer for the partial buyback of bonds issued by the Company and guaranteed by Autostrade per l’Italia, maturing on 9 June 2014 and having a par value of E2.75 billion. At the end of the offer period, on 9 February 2012, the Company had received acceptances for bonds with a total par value of E0.5 billion. This transaction saw Atlantia use a part of the cash available to pay down debt ahead of its maturity date in 2014.

60


Events after 30 June 2012

Credit rating

Following its downgrade of Italian sovereign debt from “A3” to “Baa2” on 13 July 2012, on 17 July Moody’s lowered Atlantia’s rating one notch from “A3” to “Baa1” with a negative outlook. On the same date Fitch Ratings, on the other hand, confirmed the “A–” rating assigned to Atlantia and Autostrade per l’Italia and their stable outlook.

EIB line of credit

On 26 July 2012 the European Investment Bank (EIB) approved a E500 million line of credit for Autostrade per l’Italia. The first E250 million tranche of the loan is to be used to finance the upgrade of the Florence North–Barberino del Mugello section of motorway. The loan will mature in March 2034 with repayments starting from 2017.

61

Outlook

Outlook

Despite a less than favourable macroeconomic backdrop in Italy, we expect the Group’s consolidated operating performance for the current year to be substantially stable. The performance may, however, be influenced — possibly to a significant extent — by traffic trends in Italy which, in addition to the adverse weather conditions experienced in the early part of this year, will depend on the level of consumer spending, fuel prices and industrial output.

3Condensed interim financial statements

64

3. Condensed interim financial statements

Consolidated financial statements

Consolidated statement of financial position

ASSETS (E000) Note 30.06.2012 31.12.2011

NoN–currENT ASSETS

Property, plant and equipment 7.1 231,259 230,084

Property, plant and equipment 226,680 228,892

Property, plant and equipment held under finance leases 3,505 174

Investment property 1,074 1,018

Intangible assets 7.2 20,546,243 17,344,575

Intangible assets deriving from concession rights 16,113,498 12,916,236

Goodwill and other intangible assets with indefinite lives 4,387,634 4,387,723

Other intangible assets 45,111 40,616

Investments 7.3 124,124 318,746

Investments accounted for at cost or fair value 27,013 46,011

Investments accounted for using the equity method 97,111 272,735

other non–current financial assets 7.4 2,145,883 1,200,274

Non–current financial assets deriving from concession rights 1,201,821 452,334

Non–current financial assets deriving from government grants 155,820 238,657

Term deposits convertible after 12 months 306,454 290,334

Derivative assets 12,519 27,678

Other non–current financial assets 469,269 191,271

of which due from related parties 110,000 110,000

Deferred tax assets less deferred tax liabilities eligible for offset 7.5 1,902,822 1,891,394

other non–current assets 7.6 1,712 2,412

ToTAl NoN–currENT ASSETS 24,952,043 20,987,485

currENT ASSETS

Trading assets 7.7 1,369,856 1,018,167

Inventories 69,232 57,607

Contract work in progress 37,490 37,865


Trade receivables 1,263,134 922,695


cash and cash equivalents 7.8 403,608 619,900

Cash 143,558 338,140

Cash equivalents 260,050 281,760

other current financial assets 7.4 481,398 221,909

Current financial assets deriving from concessions 24,432 7,340

Current financial assets deriving from government grants 101,655 51,023

Term deposits convertible within 12 months 284,758 76,580

Current portion of medium/long–term financial assets 2,867 32,784

Other current financial assets 67,686 54,182

current tax assets 7.9 164,494 28,581


other current assets 7.10 114,300 89,335

Non–current assets held for sale and related to discontinued operations 7.11 376,125 310,050

ToTAl currENT ASSETS 2,909,781 2,287,942

ToTAl ASSETS 27,861,824 23,275,427

65


EQuITY AND lIABIlITIES (E000) Note 30.06.2012 31.12.2011

EQuITY

Equity attributable to owners of the parent 3,782,757 3,565,998

Issued capital 661,828 630,312

Reserves and retained earnings 2,850,640 2,489,775

Treasury shares –215,644 –215,644

Profit/(Loss) for the period net of interim dividends 485,933 661,555

Equity attributable to non–controlling interests 796,693 464,555

Issued capital and reserves 793,239 456,244

Profit/(Loss) for the period net of interim dividends 3,454 8,311

ToTAl EQuITY 7.12 4,579,450 4,030,553

NoN–currENT lIABIlITIES

Non–current portion of provisions for construction services required by contract 7.13 4,034,609 4,134,960

Non–current provisions 7.14 1,054,453 1,030,769

Provisions for employee benefits 125,078 130,978

Provisions for repair and replacement obligations 892,328 867,850

Other provisions 37,047 31,941

Non–current financial liabilities 7.15 13,007,350 10,347,201

Bond issues 9,077,319 7,507,101

Medium/long–term borrowings 3,655,870 2,590,031

Derivative liabilities 274,161 250,069

Deferred tax liabilities not eligible for offset 7.5 1,020,177 174,229

other non–current liabilities 7.16 110,178 66,180

ToTAl NoN–currENT lIABIlITIES 19,226,767 15,753,339

currENT lIABIlITIES

current portion of provisions for construction services required by contract 7.13 679,786 551,606

current provisions 7.14 178,226 171,554

Provisions for employee benefits 12,024 11,728

Provisions for repair and replacement obligations 103,376 114,674

Other provisions 62,826 45,152

Trading liabilities 7.17 1,495,278 1,490,460

Contract work in progress 633 1,086

Trade payables 1,494,645 1,489,374

current financial liabilities 7.15 1,030,356 666,799

Bank overdrafts 13,922 10,157

Short–term borrowings 544,691 161,239

Derivative liabilities 14,290 –

Intercompany current account payables due to unconsolidated Group companies 33,210 41,436

of which due to related parties 33,210 41,436

Current portion of medium/long–term financial liabilities 377,712 449,588

Other current financial liabilities 46,531 4,379

current tax liabilities 7.9 150,891 116,995

other current liabilities 7.18 416,766 493,833

liabilities related to discontinued operations 7.11 104,304 288

ToTAl currENT lIABIlITIES 4,055,607 3,491,535

ToTAl lIABIlITIES 23,282,374 19,244,874

ToTAl EQuITY AND lIABIlITIES 27,861,824 23,275,427–

66


Consolidated income statement

(E000) Note H1 2012 H1 2011

rEVENuE

Toll revenue 8.1 1,562,935 1,538,759

Revenue from construction services 8.2 472,095 404,286

Contract revenue 8.3 25,090 28,818

Other operating income 8.4 294,599 276,500

of which from related parties 36,681 35,519

ToTAl rEVENuE 2,354,719 2,248,363

coSTS

raw and consumable materials 8.5 –151,107 –164,411

Purchases of materials –155,857 –161,425

Change in inventories of raw and consumable materials and goods 4,750 –2,986

Service costs 8.6 –682,618 –607,035

Gain/(loss) on sale of property, plant and equipment 6 121

Personnel expense 8.7 –336,121 –310,402

other operating costs 8.8 –262,393 –257,021

Concession fees –205,682 –218,912

Lease expense –10,606 –9,448

Change in provisions for repair and maintenance obligations 7,623 9,234

Other provisions –18,875 –3,915

Other operating costs –34,853 –33,980

use of provisions for construction services required by contract 8.9 208,638 230,222

Amortisation and depreciation –300,145 –243,267

Depreciation of property, plant and equipment 7.1 –28,188 –24,801

Amortisation of intangible assets deriving from concession rights 7.2 –261,729 –208,720

Amortisation of other intangible assets 7.2 –10,228 –9,746

(Impairment losses)/reversals of impairment losses 8.10 –7,966 –4,485

ToTAl coSTS –1,531,706 –1,356,278

oPErATING ProFIT 823,013 892,085

67


(E000) Note H1 2012 H1 2011

Financial income 8.11 309,132 62,095

Financial income 309,069 61,994

of which non–recurring 171,065 –

Dividends received from investee companies 63 101

Financial expenses 8.11 –479,536 –435,629

Financial expenses from discounting of provisions for construction services required by contract and other provisions

–72,901 –89,065

Other financial expenses after government grants –406,635 –346,564

Foreign exchange gains/(losses) 8.11 –1,527 2,343

FINANcIAl INcoME/(EXPENSES) –171,931 –371,191

Share of (profit)/loss of associates and joint ventures accounted for using the equity method

8.12 1,425 13,931

ProFIT BEForE TAX FroM coNTINuING oPErATIoNS 652,507 534,825

Income tax (expense)/benefit 8.13 –170,214 –202,778

Current tax expense –156,997 –161,423

Differences on current tax expense for previous years 526 97,765

Deferred tax income and expense –13,743 –139,120

ProFIT/(loSS) FroM coNTINuING oPErATIoNS 482,293 332,047

Profit/(loss) from discontinued operations 8.14 7,094 108,072

Profit for the period 489,387 440,119

of which:

Profit attributable to owners of the parent 485,933 436,838

Profit attributable to non–controlling interests 3,454 3,281

(E) H1 2012 H1 2011

Basic earnings per share attributable to owners of the parent (E) 8.15 0.75 0.67

of which:

continuing operations 0.74 0.51

discontinued operations 0.01 0.16

Diluted earnings per share attributable to owners of the parent (E) 8.15 0.75 0.67

of which:

continuing operations 0.74 0.51

discontinued operations 0.01 0.16

68



(E000) Note H1 2012 H1 2011

Profit for the period (A) 489,387 440,119

Fair value gains/(losses) on cash flow hedges –41,589 30,314

Fair value gains/(losses) on net investment hedges –10,361 –

Gains/(Losses) from translation of transactions in functional currencies other than the euro

6,167 –11,516


2,442 –14,452

Other fair value gains/(losses) –13 –290

other components of comprehensive income for the period, after related taxation –43,354 4,056

of which discontinued operations – –993

reclassifications of components of comprehensive income to profit/(loss)

Fair value gains on cash flow hedges reclassified to profit/(loss) for the period – 596


–43,354 4,652

comprehensive income for the period (A + B) 7.12 446,033 444,771

of which:

attributable to owners of the parent 450,669 442,974

attributable to non–controlling interests –4,636 1,797


(E000) Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to





Issued capital cash flow hedge reserve


reserve for translation



reserve for associates and



other reserves and retained

earnings

Treasury shares Profit/(loss)for period

Total

Balance as at 31 December 2010 600,297 53,357 – 15,782 53,977 2,201,497 –215,644 474,125 3,183,391 403,510 3,586,901

Total comprehensive income for the period – 31,519 – –10,770 –14,452 –161 – 436,838 442,974 1,797 444,771

owner transactions and other changes

Bonus issue 30,015 – – – – –30,015 – – – – –

Final dividend approved – – – – – – – –230,006 –230,006 –2,356 –232,362

Retained earnings for previous year – – – – – 244,119 – –244,119 – – –

Changes in the basis of consolidation, capital contributions, reclassifications and other changes – – – 4,404 –3,409 795 – – 1,790 5,238 7,028

Balance as at 30 June 2011 630,312 84,876 – 9,416 36,116 2,416,235 –215,644 436,838 3,398,149 408,189 3,806,338


Total comprehensive income for the period – –38,566 –10,361 11,234 2,442 –13 – 485,933 450,669 –4,636 446,033


Bonus issue 31,516 – – – – –31,516 – – – – –



Changes in the basis of consolidation, capital contributions, reclassifications and other changes – –73 – 21,868 –23,624 9,425 – – 7,596 350,471 358,067

Balance as at 30 June 2012 661,828 2,350 –10,361 41,484 –486 2,817,653 –215,644 485,933 3,782,757 796,693 4,579,450

69



(E000) Note H1 2012 H1 2011

Profit for the period (A) 489,387 440,119

Fair value gains/(losses) on cash flow hedges –41,589 30,314

Fair value gains/(losses) on net investment hedges –10,361 –


6,167 –11,516


2,442 –14,452

Other fair value gains/(losses) –13 –290

other components of comprehensive income for the period, after related taxation –43,354 4,056

of which discontinued operations – –993


Fair value gains on cash flow hedges reclassified to profit/(loss) for the period – 596


–43,354 4,652

comprehensive income for the period (A + B) 7.12 446,033 444,771

of which:

attributable to owners of the parent 450,669 442,974

attributable to non–controlling interests –4,636 1,797


(E000) Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to





Issued capital cash flow hedge reserve


reserve for translation



reserve for associates and



other reserves and retained

earnings

Treasury shares Profit/(loss)for period

Total


Total comprehensive income for the period – 31,519 – –10,770 –14,452 –161 – 436,838 442,974 1,797 444,771


Bonus issue 30,015 – – – – –30,015 – – – – –



Changes in the basis of consolidation, capital contributions, reclassifications and other changes – – – 4,404 –3,409 795 – – 1,790 5,238 7,028

Balance as at 30 June 2011 630,312 84,876 – 9,416 36,116 2,416,235 –215,644 436,838 3,398,149 408,189 3,806,338


Total comprehensive income for the period – –38,566 –10,361 11,234 2,442 –13 – 485,933 450,669 –4,636 446,033


Bonus issue 31,516 – – – – –31,516 – – – – –



Changes in the basis of consolidation, capital contributions, reclassifications and other changes – –73 – 21,868 –23,624 9,425 – – 7,596 350,471 358,067

Balance as at 30 June 2012 661,828 2,350 –10,361 41,484 –486 2,817,653 –215,644 485,933 3,782,757 796,693 4,579,450

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Consolidated statement of cash flows

(E000) Note H1 2012 H1 2011

cASH FloWS FroM (uSED IN) oPErATING AcTIVITIES

Profit for the period 489,387 440,119

Adjusted by:

Amortisation and depreciation 7.1, 7.2 300,145 248,446

Provisions 12,806 –3,132

Financial expenses from discounting of provisions for construction services required by contract

73,321 89,600

Impairments/(Reversal of impairment losses) on non–current financial assets and investments accounted for at cost or fair value

–145,999 25,000

Share of (profit)/loss of associates and joint ventures accounted for using the equity method

8.12 –1,425 –13,931

Impairment losses/(Reversal of impairment losses) and adjustments of other non–current assets

–23,262 5,671

(Gain)/Loss on sale of non–current assets –61,027 –94,125

Net change in deferred tax (assets)/liabilities 12,454 138,050

Other non–cash costs (income) –5,520 –4,759

Change in working capital and other changes –451,561 186,207

Net cash generated from/(used in) operating activities (A) 9.1 199,319 1,017,146

cASH FloWS FroM (uSED IN) INVESTING AcTIVITIES

Investment in motorway infrastructure 7.2 –689,205 –676,917

Government grants related to motorway infrastructure 7.2 21,711 36,822

Increase in financial assets deriving from concession rights (related to investment in motorway infrastructure)

7.2 124,099 5,549

Purchases of property, plant and equipment 7.1 –21,640 –21,928

Purchases of intangible assets 7.2 –10,932 –14,917

Purchase of investments, net of unpaid called–up issued capital –26,878 –307,747

Purchase of new consolidated investments, net of cash acquired –556,906 –

Dividends received from investee companies accounted for using the equity method – 2,622

Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments

89,788 1,339

Proceeds from sales of consolidated investments net of cash and cash equivalents transferred

–76 58,264

Net change in other non–current assets 1,513 1,347

Net change in current and non–current financial assets not held for trading purposes –462,573 73,520

Net cash generated from/(used in) investing activities (B) 9.1 –1,531,099 –842,046

cASH FloWS FroM (uSED IN) FINANcING AcTIVITIES

Dividends paid –254,660 –231,960

Net change in the currency translation reserve and other reserves 36,354 –9,872

Net change in issued capital and reserves attributable to non–controlling interests –2,746 –743

New shareholder loans 7.15 695 2,137

Issuance of bonds 1,329,994 –

Increase in medium/long term borrowings (excluding finance lease liabilities) 704,804 443,738

Increase in finance lease liabilities 16 –

Bond redemptions 7.15 –651,627 –2,000,000

Repayments of medium/long term borrowings (excluding finance lease liabilities) 7.15 –248,860 –108,721

Payment of finance lease liabilities 7.15 –172 –893

Net change in other current and non–current financial liabilities 208,287 –9,917

Net cash generated from/(used in) financing activities (c) 9.1 1,122,085 –1,916,231

Net effect of foreign exchange rate movements on net cash and cash equivalents (D) –640 –898

Increase/(Decrease) in cash and cash equivalents (A + B + c + D) 9.1 –210,335 –1,742,029

Net cash and cash equivalents at beginning of period 568,365 2,519,950

Net cash and cash equivalents at end of period 358,030 777,921

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Additional information on the statement of cash flows

(E000) Note H1 2012 H1 2011

Income taxes paid 158,932 64,285

Interest income and other financial income collected 124,038 65,201

Interest expense and other financial expenses paid 470,776 539,803

Dividends received 8.11 63 101

Foreign exchange gains collected 460 330

Foreign exchange losses incurred 596 587

Reconciliation of net cash and cash equivalents

(E000) Note H1 2012 H1 2011

Net cash and cash equivalents at beginning of period 568,365 2,519,950

Cash and cash equivalents 7.8 619,900 2,533,250

Bank overdrafts repayable on demand 7.15 –10,157 –19,857

Intercompany current account payables due to unconsolidated Group companies 7.15 –41,436 –881

Cash and cash equivalents related to discontinued operations 58 15,494

Bank overdrafts related to discontinued operations – –8,056

Net cash and cash equivalents at end of period 358,030 777,921

Cash and cash equivalents 7.8 403,608 777,917

Bank overdrafts repayable on demand 7.15 –13,922 –68

Intercompany current account payables due to unconsolidated Group companies 7.15 –33,210 –525

Cash and cash equivalents related to discontinued operations 1,554 613

Bank overdrafts related to discontinued operations – –16

72


Notes

1. Introduction

The Atlantia Group’s core business is the operation of motorways under concessions granted by the relevant authorities. Under the related concession arrangements, the Group’s operators are responsible for the construction, management, improvement and upkeep of sections of motorway in Italy and overseas. Further information on the Group’s concession arrangements is provided in note 4. The Group’s activities are not, on the whole, affected by seasonal differences between the first and second halves of the year.

The Parent Company, Atlantia SpA, listed on the Milan Stock Exchange, operates solely as a holding company. It is responsible for developing growth and financial strategies in the infrastructure sector, but does not have a direct operational role. The Company’s registered office is in Rome, at Via Nibby, 20. The Company does not have branch offices. The duration of the Company is currently until 31 December 2050.At the date of preparation of these condensed interim financial statements Sintonia SA is the shareholder that holds a relative majority of the issued capital of Atlantia SpA.Sintonia SA, which is in turn a subsidiary of Edizione Srl, does not exercise management and coordination of Atlantia SpA.

These condensed interim financial statements were approved by the Board of Directors of Atlantia SpA at its meeting of 2 August 2012.

2. Basis of preparation

The condensed interim financial statements as at and for the six months ended 30 June 2012 have been prepared on the assumption that the Parent Company and consolidated companies are going concerns. They have been prepared pursuant to paragraphs 2 and 3 of article 154–ter “Financial Reports” of the Consolidated Finance Act and in compliance with the International Financial Reporting Standards (IFRS), above all with regard to IAS 34 “Interim financial reporting” (relating to the content of interim reports), issued by the International Accounting Standards Board and endorsed by the European Commission, and as in force at the end of the period. 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 end of the period. For the sake of simplicity, all the above standards and interpretations are hereinafter referred to as “IFRS”.Moreover, reference was made to the measures introduced by the CONSOB, in application of paragraph 3 of article 9 of Legislative Decree 38/2005.The condensed interim financial statements consist of the consolidated accounts (the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows) and these notes. The Group has applied IAS 1 “Presentation of financial statements” and, in general, the historic cost

73

Notes

convention, with the exception of those items that are required by IFRS to be recognised at fair value, as explained in the notes to the relevant items in the consolidated financial statements as at and for the year ended 31 December 2011. A summary of the basis of presentation of the condensed financial statements has been provided, in compliance with IAS 34. For a more complete description, these condensed interim financial statements should, therefore, be read in conjunction with the consolidated financial statements as at and for the year ended 31 December 2011.The statement of financial position is based on the format that separately discloses current and non–current assets and liabilities, whilst the income statement is classified by nature of expense. The statement of cash flows has been prepared in application of the indirect method.IFRS have been applied in accordance with the indications provided in the “Framework for the Preparation and Presentation of Financial Statements”, and no events have occurred that would require exemptions pursuant to paragraph 19 of IAS 1.

CONSOB Resolution 15519 of 27 July 2006 requires that, in addition to the specific requirements of IAS 1 and other IFRS, financial statements must, where material, include separate sub–items providing (i) disclosure of amounts deriving from related party transactions; and, with regard to the income statement, (ii) separate disclosure of income and expenses deriving from events and transactions that are non–recurring in nature, or transactions or events that do not occur on a frequent basis during the normal course of business. The consolidated accounts therefore show the main related party transactions, in addition to a non–recurring gain of €171.1 million resulting from remeasurement at fair value of the pre–existing interest in Autostrade Sud America following the acquisition of control of this company.It should be noted that no material non–recurring, atypical or unusual transactions were entered into during the first half of 2012, either with third or related parties.

All amounts are shown in thousands of euros, unless otherwise stated. The euro is both the Group’s functional currency and its presentation currency.

Each component of the financial statements is compared with the corresponding amount for the comparative reporting period. These comparative amounts have not been restated and/or reclassified, with the exception of the following:a) those referred to in note 5 regarding reclassification of Autostrada Torino–Savona’s contribution to the income

statement in accordance with IFRS 5;b) those referred to in note 6 following completion of the process of identifying the fair value of the assets and liabilities

of Triangulo do Sol, consolidated on a line–by–line basis from 1 July 2011 following the acquisition of control of this company.

3. Accounting standards applied

The accounting standards and policies applied in preparation of the condensed interim financial statements as at and for the six months ended 30 June 2012 are consistent with those applied in preparation of the consolidated financial statements as at and for the year ended 31 December 2011. The notes to these financial statements contain a description of the relevant accounting standards and policies, to which reference should be made.In addition, it should be noted that during the first half of 2012 the Group entered into derivative contracts classifiable as net investment hedges in accordance with IAS 39. This was done to hedge the risk of unfavourable movements in the exchange rates used to translate net investments in foreign operations. In application of this standard, these instruments are treated as “cash flow hedges” and the effective portion of fair value gains or losses on the hedging instruments is recognised in other comprehensive income, thus offsetting changes in the foreign currency translation reserve for net investments in foreign operations. Accumulated fair value gains and losses recognised in this reserve are reclassified from equity to profit or loss for the period on the disposal or partial disposal of the foreign operation.

No new standards, interpretations, or amendments to existing standards became effective in the first half of 2012. The European Commission has, however, endorsed (i) the revision of IAS 1 regarding the method of presentation for items in the statement of comprehensive income and (ii) the new IAS 19 – Employee Benefits. The Group will begin to apply

74


these standards from 2013. A brief description of these changes and revisions of existing standards is provided in the notes to the consolidated financial statements as at and for the year ended 31 December 2011, to which reference should be made.

Preparation of financial statements in compliance with IFRS involves the use of estimates and judgements, 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 reporting period. These estimates 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, and current and deferred tax assets and liabilities.The amounts subsequently recognised may, therefore, differ from these estimates. Moreover, these estimates and judgements are periodically reviewed and updated, and the resulting effects of each change immediately recognised in the financial statements.

As required by IAS 36, in preparing the condensed interim financial statements the only assets tested for impairment are those for which there are internal and external indications of a reduction in value, requiring immediate recognition of the relevant losses.

4. Concessions

Essential information regarding motorway concessions held by companies consolidated on a line–by–line basis by the Group is contained in note 4 to the consolidated financial statements as at and for the year ended 31 December 2011, to which reference should be made.

During the first half of 2012 there were no material changes to the motorway concessions held by the Italian and overseas companies consolidated as at 31 December 2011.

The concessions held by the newly consolidated Chilean and Brazilian companies are, on the other hand, described below.

Chile

Costanera Norte holds the concession for 42.5 km of urban toll motorway connecting the east and west of the city of Santiago (3+3 lanes), expiring in 2033. The motorway is equipped with a free–flow tolling system with 17 gates. Tolls vary depending on the day of the week, time of day and type of vehicle and are revised annually on the basis of the full rate of inflation plus 3.5%. Tolls may also be increased periodically should the average speed recorded at individual toll gates be below certain pre–defined thresholds set out in the concession arrangement (“free–flow tolling”).

Acceso Vial Aeropuerto AMB holds the concession for 10 km of urban toll motorway connecting Santiago airport from two directions: Accesso Sud of 2 km (2+2 lanes, to be widened to 3+3) and Accesso Nord of 8 km (to be built with 2+2 lanes). The concession will expire when the net present value of the revenues received from the beginning of the concession, discounted using a real rate of 9.0%, reaches the threshold set out in the concession arrangement and, in any event, no later than 2048. The tolling system is a mixed free–flow (1 gate) and manual (1 barrier) system. Tolls vary depending on the type of vehicle and are revised annually on the basis of the full rate of inflation plus 1.5%.

Nororiente holds the concession for 21.5 km of semi–urban toll motorway connecting the city of Santiago with the province of Chacabuco in the Metropolitan Region (2+2 lanes, except for the Montegordo Tunnel section which is 1+1 lanes for 1.6 km). The concession will expire when the net present value of the revenues received from the beginning of the concession, discounted using a real rate of 9.5%, reaches the threshold set out in the concession arrangement and, in any event, no later than 2044. The tolling system is manual (2 barriers + 2 entry and exit points). Tolls vary depending on the type of vehicle and are revised annually on the basis of the full rate of inflation plus 3.5%.

75

Notes

Vespucio Sur holds the concession for the 23.5 km southern section of the urban ring road for the city of Santiago (3+3 lanes), expiring in 2032, with an option for the Concession Grantor to extend for a further 10 years. The road is equipped with a free–flow tolling system with 15 gates. Tolls vary depending on the day of the week, time of day and type of vehicle and are revised annually on the basis of the full rate of inflation plus 3.5%. Tolls may also be increased periodically should the average speed recorded at individual toll gates be below certain pre–defined thresholds set out in the concession arrangement (“free–flow tolling”).

Litoral Central holds the concession for 79 km of extra–urban toll motorway, consisting of three different sections, in the area between Algarrobo, Casablanca and Cartagena to the north west of Santiago (2+2 lanes for 66.6 km; 1+1 lanes for 12.4 km), expiring in 2031. The tolling system is manual (3 barriers + 1 entry and exit point). Tolls vary depending on the type of vehicle and are revised annually on the basis of the full rate of inflation.

Brazil

Rodovias das Colinas holds the concession for 307 km of extra–urban toll motorway, consisting of five different sections, in the area between Campinas, Sorocava and Rio Claro in the state of São Paulo in Brazil (3+3 lanes for 8 km; 2+2 lanes for 219 km; 1+1 lanes for 80 km), expiring in 2028. The motorway uses an open tolling system with manual and electronic “non–stop–and–go” payment. Tolls, which are charged per journey at each of 8 barriers (6 central + 2 exit and entry points), vary depending on the type of vehicle and the number of axles, and are revised annually on the basis of the full rate of consumer price inflation.

Nascentes das Gerais holds the concession for 372 km of extra–urban toll motorway, consisting of three different sections, in the area between Betim, São Sebastião do Paraíso and Belo Horizonte in the state of Minas Gerais in Brazil (primarily 1+1 lanes), expiring in 2032. The motorway uses an open tolling system with manual and electronic “non–stop–and–go” payment. Tolls, which are charged per journey at each of 6 barriers, vary depending on the type of vehicle and the number of axles, and are revised annually on the basis of the full rate of consumer price inflation.

76


The following table lists the Group’s motorway operators consolidated on a line–by–line basis, indicating the related sections operated under concession in the various countries as at 30 June 2012, as well as the expiry dates.

country operator Section of motorway Kilometres in operation

Expiry

Italy Autostrade per l’Italia A1 Milan–Naples 803.5

A4 Milan–Brescia 93.5

A7 Genoa–Serravalle 50.0

A8/9 Milan–lakes 77.7

A8/A26 link road 24.0

A10 Genoa–Savona 45.5

A11 Florence–Pisa North 81.7

A12 Genoa–Sestri Levante 48.7

A12 Rome–Civitavecchia 65.4

A13 Bologna–Padua 127.3

A14 Bologna–Taranto 781.4

A16 Naples–Canosa 172.3

A23 Udine–Tarvisio 101.2

A26 Genoa–Gravellona Toce 244.9

A27 Mestre–Belluno 82.2

A30 Caserta–Salerno 55.3

2,854.6 31 December 2038

Autostrade Meridionali A3 Naples–Salerno 51.6 31 December 2012

Tangenziale di Napoli Naples ring road 20.2 31 December 2037

Raccordo Autostradale Valle d’Aosta A5 Aosta–Mont Blanc 32.3 31 December 2032

Autostrada Torino–Savona A6 Turin–Savona 130.9 31 December 2038

Società Italiana per Azioni per il Traforo del Monte Bianco Mont Blanc Tunnel 5.8 31 December 2050

Poland Stalexport Autostrada Malopolska A4 Krakow–Katowice (Poland) 61.0 15 March 2027

Chile Sociedad Concesionaria de Los Lagos Rio Bueno–Puerto Montt (Chile) 135.0 20 September 2023

Costanera Norte Puente La Dehesa–Puente Centenario 42.5 30 June 2033

Puente Centenario–Vivaceta

Vivaceta–A. Vespucio

Estoril–Puente Lo Saldes

Acceso Vial AMB Tramo A 10.0 2021 (1)

Tramo B

Nororiente Sector Oriente: Enlace Centenario–Enlace Av. Del Valle

21.5 2044 (2)

Sector Poniente: Enlace Av. Del Valle–Enlace Ruta 5 Norte

Sociedad Concesionaria Litoral Central Nuevo Camino Costero: Cartagena Algarrobo 79.0 16 November 2031

Camino Algarrobo–Casablanca (Ruta F–90)

Camino Costero Interior (Ruta F–962–G)

Autopista Vespucio Sur Ruta 78–General Velàsquez 23.5 6 December 2032

General Velàsquez–Ruta 5 Sur

Ruta 5 Sur–Nuevo Acceso Sur a Santiago

Nuevo Acceso Sur a Santiago–Av. Vicuna Mackenna

Av. Vicuna Mackenna–Av. Grecia

77

Notes

country operator Section of motorway Kilometres in operation

Expiry

Brazil Triangulo do Sol SP310 Rodovia Washington Luis 442.0 18 July 2021

SP326 Rodovia Brigadeiro Faria Lima

SP333 Rodovia Carlos Tonani, Nemesio Cadetti and Laurentino Mascari (Brazil)

Rodovias das Colinas SP075–Itu/Campinas 307.0 1 July 2028

SP127– Rio Claro/Piracicaba

SP280–Itu/Tatuí

SP300–Jundiaí/Itu

SP300–Itu/Tietê

SPI–102/300

Nascentes das Gerais MG–050 372.0 12 June 2032

BR–265

BR–491

(1) Estimate: the concession will expire when the net present value of the revenues received from the beginning of the concession, discounted using a real rate of 9.0%, reaches the pre–agreed threshold of E46 million and, in any event, no later than 2048.

(2) Estimate: the concession will expire when the net present value of the revenues received from the beginning of the concession, discounted using a real rate of 9.5%, reaches the pre–agreed threshold of E408 million and, in any event, no later than 2044.

Turning to existing concessions, the Group’s Italian operators are in the process of implementing a programme of investment in major infrastructure projects worth approximately E13.6 billion. Works with a value of around E7.7 billion have already been completed and are included in the statement of financial position as at 30 June 2012. The investment programme, which forms part of operators’ financial plans, essentially regards the upgrade of existing motorways.With regard to the Chilean operators, the operator, Costanera Norte, has entered into a preliminary agreement to carry out an investment programme called “Programma SCO” (Santiago Centro Oriente, or central and eastern Santiago). Work is expected to start in the second half of 2012 and to be completed by July 2017. The total investment is estimated at approximately E319 million. This investment programme required a specific addendum to the company’s concession arrangement and aims to upgrade and widen the section operated under concession.The operator, AMB, plans to build a further 8 km of motorway at a total cost of approximately E27 million. Work is expected to start in 2013 and to be completed in early 2015. This investment programme is included in the company’s financial plan.With regard to the Brazilian operators, the operator, Colinas, is investing in the widening of existing sections of motorway, with the remaining work to be carried out amounting to approximately E70 million. Work is scheduled for completion in 2019.Nascentes das Gerais is continuing to carry out planned investment in the upgrade of the motorway its operates. The value of the remaining work to be carried out amounts to approximately E107 million and work is scheduled for completion in 2032.Under its concession arrangement, the operator, Triangulo do Sol, does not have any remaining investment commitments of a material amount.

5. Basis of consolidation

Consolidation policies and methods are consistent with those used in preparation of the consolidated financial statements as at and for the year ended 31 December 2011. In addition to the Parent Company, Atlantia SpA, companies are consolidated when Atlantia SpA exercises control as a result of its direct or indirect ownership of a majority of the voting power of the relevant entities (including potential voting rights resulting from currently exercisable options), or because it is able to exercise dominant influence given its power to govern the entity’s financial and operating policies and obtain the related benefits, regardless of its percentage interest in the entity.Subsidiaries are consolidated using the line–by–line method. Certain smaller entities are not consolidated when their consolidation would be irrelevant, from a quantitative and qualitative point of view, to a true and fair representation of the

78


Group’s financial position, results of operation and cash flows, as a result of their operational insignificance (for example, dormant companies or companies whose liquidation is close to completion).All entities over which control is exercised are consolidated from the date on which the Group gains control. Entities are deconsolidated from the date on which the Group ceases to control the entity, as defined above.

For the purposes of preparing the condensed interim financial statements, all consolidated companies have, as in previous years, prepared a special “reporting package”, based on the IFRS adopted by the Group.

The exchange rates used for the translation of financial statements denominated in functional currencies other than the euro, as shown below, are those published by the Bank of Italy:

currency 2012 2011As at 30 June Average exchange

rate for first halfAs at 31 December Average exchange

rate for first half

Euro/US Dollar 1.259 1.296 1.294 1.403

Euro/Polish Zloty 4.249 4.246 4.458 3.953

Euro/Chilean Peso (1) 636.581 638.711 671.997 667.149

Euro/Brazilian Real 2.579 2.414 2.416 2.288

Euro/Indian Rupee 70.120 67.596 68.713 63.144

(1) In translating the operating results of Autostrade Sud America ’s Chilean subsidiaries, consolidated from 1 April 2012, the average exchange rate for the second quarter of 2012 (equal to 636.428) was applied, whilst the newly consolidated assets and liabilities were translated at the prevailing exchange rate as at 1 April 2012 (equal to 649.675).

As a result of acquisitions and corporate actions during the first half, as described below in note 6, the basis of consolidation as at 30 June 2012 has changed with respect to 31 December 2011. This reflects the first–time consolidation of:a) Autostrade Sud America Srl, an Italian holding company in which the Group previously held a 45.765%

interest, and which as at 30 June 2012 is a wholly owned subsidiary as a result of transactions during the period. The following wholly owned direct and indirect subsidiaries of Autostrade Sud America have thus also been consolidated:1) Sociedad Concesionaria Costanera Norte SA;2) Sociedad Concesionaria AMB SA;3) Sociedad Concesionaria Autopista Nororiente SA;4) Sociedad Gestion Vial SA;5) Grupo Costanera SA;6) Inversiones Autostrade Chile Ltda.In addition, given that Grupo Costanera owns 50% of the Chilean–registered holding company, Nueva Inversiones SA (the remaining 50% of which was already held by the Group from 30 June 2011 via Inversiones Autostrade Holding do Sur Ltda), this company has been consolidated together with the following wholly owned direct and indirect subsidiaries:1) Sociedad Concesionaria Autopista Vespucio Sur SA;2) Sociedad Concesionaria Litoral Central SA;3) Sociedad Operacion y Infraestructuras SA;4) Sociedad Concesionaria Autopista Nueva Vespucio Sur SA.

b) Infra Bertin Participações SA, a Brazilian–registered holding company in which the Group holds a 50% interest plus one share, as a result of the agreement with the Bertin group that has led to the Group acquiring control of the following Brazilian motorway operators, which are wholly owned indirect subsidiaries (via the newly established sub–holding company, Triangulo do Sol Participações SA and Atlantia Bertin Concessões SA) of Infra Bertin Participações:1) Rodovias das Colinas SA;2) Concessionária da Rodovia MG 050 SA.

Furthermore, during the first half of 2012 Autostrade International US Holdings was merged with and into Autostrade dell’Atlantico. Both were wholly owned subsidiaries of the Group.

79

Notes

Finally, on 25 February 2012 an agreement was reached with SIAS under which the Group granted SIAS a call option on its entire 99.98% interest in Autostrada Torino–Savona SpA. The option is to be exercised no later than 30 September 2012. Should the option be exercised, the shares are to be transferred by 15 November 2012, subject to receipt of the necessary approvals from ANAS, the Antitrust Authority and Autostrade per l’Italia’s creditor banks. Following the signature of this agreement, this company’s contribution to the consolidated income statement for the six months ended 30 June 2012 is accounted for in “Profit/(Loss) from discontinued operations”, as required by IFRS 5 “Non–current Assets Held for Sale and Discontinued Operations”, rather than included in each component of the consolidated income statement for continuing operations. As a result, in accordance with IFRS 5, the company’s contribution to the comparative consolidated income statement for the first half of 2011 has been reclassified with respect to the statement published in the interim report for the six months ended 30 June 2011, whilst its consolidated assets and liabilities as at 30 June 2012 have been accounted for in assets and liabilities related to discontinued operations, with the comparative amounts as at 31 December 2011 have not been reclassified.

6. Acquisitions and corporate actions during the period

6.1 Acquisition of control of Autostrade Sud America and its investee companies

On 25 February 2012 the subsidiary, Autostrade per l’Italia, entered into agreements with Società Iniziative Autostradali SpA – SIAS and Mediobanca SpA for the acquisition of the remaining 54.235% of Autostrade Sud America Srl (“ASA”), the Italian holding company in which Autostrade per l’Italia already held a 45.765% interest. The total consideration was E669.8 million. Transaction closing was on 28 June 2012 but, under agreements between the shareholders, the Group acquired control of ASA prior to this date, consolidating the company from the second quarter of 2012, together with the following wholly owned direct and indirect subsidiaries:a) Sociedad Concesionaria Costanera Norte SA, which holds the concession for 42.5 km of urban motorway that crosses

the city of Santiago in Chile;b) Sociedad Concesionaria AMB SA, which holds the concession for 10 km of motorway linking the city to Santiago

airport in Chile;c) Sociedad Concesionaria Autopista Nororiente SA, which holds the concession for the 21.5 km north–eastern bypass

in the city of Santiago, linking the city with the province of Chacabuco;d) Sociedad Gestion Vial SA, a company that supplies operational management, maintenance and construction services

for motorways in Chile, some of which provided to the above Chilean operators;e) Grupo Costanera SA and Inversiones Autostrade Chile Ltda, the Chilean–registered sub–holding companies that

hold the listed investments.

In addition, given that Grupo Costanera holds 50% of the Chilean–registered holding company, Nueva Inversiones SA (with the remaining 50% held by the Group from 30 June 2011 via Inversiones Autostrade Holding do Sur Ltda), the latter company has been consolidated together with the following wholly owned direct and indirect subsidiaries:a) Sociedad Concesionaria Autopista Vespucio Sur SA, which holds the concession for the 23.5 km southern section of

the orbital toll motorway serving the city of Santiago in Chile;b) Sociedad Concesionaria Litoral Central SA, which holds the concession for the toll motorway network of 79 km

linking the cities of Algarrobo, Casablanca and Cartagena in Chile;c) Sociedad Operacion y Infraestructuras SA, the company that carries out certain maintenance and construction

services for the section of motorway operated by Sociedad Concesionaria Autopista Vespucio Sur;d) Sociedad Concesionaria Autopista Nueva Vespucio Sur SA, the Chilean–registered sub–holding company that holds

the investment in Vespucio Sur.

Acquisition of the above–mentioned existing 50% interest in Nueva Inversiones had been acquired at a cost to the Group of E300.4 million (based on the prevailing euro/Chilean peso exchange rate as at 1 April 2012). In view of this, acquisition of control of ASA has resulted in a total cost of E970.2 million.

80


The above agreements of 25 February 2012 also cancelled the previous agreements with SIAS signed in June 2011, under which the Group gave a binding commitment to sell to Grupo Costanera, which gave a binding commitment to acquire, the 50% interest in Nueva Inversiones for a consideration substantially equivalent to the cost incurred in acquiring the interest. This commitment was subject to the condition precedent that the shares of Grupo Costanera would be successfully floated on the Santiago Stock Exchange by 31 May 2012.The commitment meant that the carrying amount of the investment in Nueva Inversiones was accounted for in Atlantia’s consolidated financial statements in non–current assets held for sale. The above stock market flotation has thus been cancelled.

Pursuant to IFRS 3, the acquisition method has been used to account for the transaction in these condensed interim financial statements. This entailed:a) remeasurement of the fair value of the existing investment in ASA (45.765%, previously measured using the equity

method and accounted for as at 31 March 2012 at E179.3 million), estimated at E350.4 million, which takes account of the estimated control premium paid, with recognition of a gain of E171.1 million in “Financial income /(expenses)” for the period, as described in note 8.11;

b) provisional estimation, as permitted by IFRS 3, of the fair value of the assets acquired and liabilities assumed. This entailed maintaining the carrying amounts of the assets and liabilities previously recognised in the acquirees’ financial statements, with the exception of certain financial liabilities (whose value has been increased by an estimated 29.7 billion Chilean pesos, equal to E45.7 million), the concession arrangements to which Costanera Norte, Nororiente, Vespucio Sur and Litoral are party (whose value has been increased by an estimated 1,054.3 billion Chilean pesos, equal to E1,622.8 million), in addition to the impact of deferred taxation.

The table below shows the carrying amounts of the assets acquired and liabilities assumed (translated at the euro/Chilean peso exchange rate of 1 April 2012, the date of first–time consolidation of ASA and its Chilean subsidiaries), in addition to the provisional fair values identified.

(Em) Aggregate carrying amount

as at 01/04/2012

Fair value adjustments (provisional)

Provisional fair values and recognition of

effects of transaction

Net assets acquired:

Property, plant and equipment 14.6 14.6

Intangible assets 569.8 1,622.8 2,192.6

Non–current financial assets 701.7 701.7

Other non–current assets 0.7 0.7

Cash and cash equivalents 41.0 41.0

Other current financial assets 110.1 110.1

Trading and other current assets 131.3 131.3

Non–current financial liabilities –1,022.3 –45.7 –1,068.0

Deferred tax assets/(liabilities) –31.4 –554.4 –585.8

Other non–current liabilities –28.7 –28.7

Current financial liabilities –125.0 –125.0

Provisions –30.1 –30.1

Trading and other current liabilities –33.8 –33.8

Total net assets acquired 297.9 1,022.7 1,320.6

Carrying amount of 45.77% interest previously held in acquiree –179.3

Gain from remeasurement of fair value of 45.77% interest previously held in acquiree –171.1

cost of acquisition 970.2

Cash and cash equivalents acquired –41.0

Net effective cash outflow for the acquisition 929.2

81

Notes

Since the date of first–time consolidation the newly consolidated companies have reported total revenue and profit of E38.6 million and E14.9 million, respectively. Had these companies been consolidated on a line–by–line basis from 1 January 2012, consolidated revenue and profit for the first half of 2012 would have amounted to E2,391.6 million and E497.8 million, respectively.As permitted by IFRS 3, measurement of the final fair values of the assets and liabilities of the acquirees will be completed by 31 March 2013. The outcome of the current measurement process may have an impact on the following principal items: intangible assets, financial assets and liabilities, deferred tax assets and liabilities and the related effects on profit or loss.

It should also be noted that on 19 April 2012 Autostrade per l’Italia entered into an agreement to transfer to the Canada Pension Plan Investment Board (CPPIB), a leading Canadian pension fund, a 49.9% interest in Grupo Costanera. The total price amounts to 560 billion Chilean pesos (equal to approximately E860 million at the euro/Chilean peso exchange rate of 1 April 2012). As a result, the Group will incur an estimated direct tax charge of approximately 57 billion Chilean pesos (equal to approximately E87 million at the euro/Chilean peso exchange rate of 1 April 2012). As a result of the transaction, full control of NISA will be transferred to Grupo Costanera.As required by IAS 27, the transaction (which involves the sale of a non–controlling interest in a consolidated subsidiary) will be accounted for in the Group’s consolidated financial statements as an equity transaction.

6.2 Acquisition of control of Atlantia Bertin Concessões and its investee companies

The agreement entered into with the Bertin group on 27 January 2012, regarding creation of a joint venture to which the two partners will contribute their investments in Brazilian toll motorway operators, became effective on 30 June 2012.

As a result, Autostrade Concessões e Participações Brasil contributed its entire 100% interest in the operator, Triangulo do Sol, to the Brazilian sub–holding, Atlantia Bertin Concessões SA, thus enabling the Group to acquire 50% plus one share of the Brazilian holding company, Infra Bertin Participações SA, and of the following Brazilian motorway operators in which the latter holds indirect interests (via the newly established sub–holding companies, Triangulo do Sol Participações SA and Atlantia Bertin Concessões):a) Rodovias das Colinas SA, which holds the concession for five sections of extra–urban toll motorway, totalling 307 km,

in the area between Campinas, Sorocava and Rio Claro in the state of São Paulo, Brazil;b) Concessionária da Rodovia MG 050 SA, which holds the concession for 372 km of toll motorway network in the area

between Betim, São Sebastião doParaíso and Belo Horizonte in the state of Minas Gerais, Brazil.

Pursuant to IFRS 3, the above companies have been consolidated in these condensed interim financial statements using the acquisition method to account for the transaction. This entailed provisional estimation, as permitted by IFRS 3, of the fair value of the assets acquired and liabilities assumed. This entailed maintaining the carrying amounts of the assets and liabilities previously recognised in the acquirees’ financial statements, with the exception of concession arrangements held by Colinas and MG 050 (whose value has been increased by an estimated 1,823.2 million reals, equal to E707.0 million), in addition to the impact of deferred taxation.

The table below shows the carrying amounts of the assets acquired and liabilities assumed (translated at the euro/Brazilian real exchange rate of 30 June 2012, the date of first–time consolidation of Atlantia Bertin Concessões and its subsidiaries), in addition to the provisional fair values identified. Taking account of the structure of the transaction and in order to provide better disclosure, the table also includes carrying amounts for the subsidiary, Triangulo do Sol, as at 30 June 2012. The agreements entered into provide for a purchase price adjustment based on the effective toll revenue of Triangulo do Sol and Rodovias das Colinas during the three–year period 2012–2014, the impact of which cannot be reliably estimated at the current time. This adjustment may

82


increase the Group’s purchase cost by up to 135.0 million reals (approximately E52 million) or reduce it by up to 26.0 million reals (approximately E10 million).

(Em) Aggregate carrying amount

as at 30.06.2012

Fair value adjustments (provisional)

Provisional fair values and recognition of

effects of transaction


Property, plant and equipment 8.0 8.0

Intangible assets 812.5 707.0 1,519.5





Non–current financial liabilities –575.5 –575.5

Deferred tax assets/(liabilities) –152.0 –240.4 –392.4



Provisions –13.2 –13.2


Total net assets acquired 351.5 466.6 818.1

Equity attributable to non–controlling interests –409.1


of which:

Carrying amount of net assets of Triangulo do Sol consolidated as a result of transaction 325.0

Cash disbursed by Atlantia as a result of transaction 84.0

Based on the available information, had the newly consolidated companies been consolidated on a line–by–line basis from 1 January 2012, consolidated revenue and profit for the first half of 2012 would have amounted to E2,459.4 million and E511.7 million, respectively.As permitted by IFRS 3, measurement of the final fair values of the assets and liabilities of the acquirees will be completed by 30 June 2013. The outcome of the current measurement process may have an impact on the following principal items: intangible assets, financial assets and liabilities, deferred tax assets and liabilities and the related effects on profit or loss.

83

Notes

6.3 Completion of identification and measurement of the fair value of Triangulo do Sol’s assets and liabilities

During the first half of 2012 identification and measurement of the fair value of the assets and liabilities of Triangulo do Sol was completed. The Group acquired control of this company in the second half of 2011, as described in note 6.1 to the consolidated financial statements as at and for the year ended 31 December 2011, to which reference should be made.

The table below shows the carrying amounts of the assets acquired and liabilities assumed (translated at the euro/Brazilian real exchange rate of 1 July 2011, the date of first–time consolidation of the Brazilian company), in addition to the final fair values identified.

(Em) carrying amount as at 01.07.2011

Fair value adjustments

Final fair values and recognition of effects

of transaction


Intangible assets 133.1 503.7 636.8




Other current financial assets 22.2 22.2


Non–current financial liabilities –54.2 –54.2

Deferred tax assets/(liabilities) 3.5 –171.3 –167.8




Total net assets acquired 56.7 332.4 389.1

Equity attributable to non–controlling interests –116.7

Goodwill/(Gains on acquisition) –15.9

Carrying amount of the 50% interest previously held in acquiree –117.3

Gain from remeasurement of fair value of 50% interest previously held in acquiree –77.3


Cash disbursement 61.9

Cash and cash equivalents acquired –14.2

Net effective cash outflow for the acquisition 47.7

Completion of the measurement process has resulted in an increase in the net fair value of the assets acquired of approximately E332.4 million (reflecting an increase in the value of the concession held by the company of approximately E503.7 million) which, after adjusting for non–controlling interests (30% at the time of acquiring control), has led to recognition of the following principal effects:a) a financial gain from remeasurement of the fair value of the existing interest in the acquiree (equal to 50%), totalling

E77,3 million, compared with the original estimate of E36.5 million;b) a gain resulting from the acquisition of the 20% interest, assessed in accordance with IFRS 3, totalling E15.9 million.

As required by IFRS 3, the above final amounts have been recognised retrospectively from 1 July 2011, resulting in the restatement of items in the statement of financial position and the income statement as at and for the year ended 31 December 2011, in part in relation to amortisation of the intangible assets arising from the service concession arrangements acquired.

84


7.1 Property, plant and equipment / E231,259 thousand (E230,084 thousand)

The balance on property, plant and equipment as at 30 June 2012 is substantially the same as at 31 December 2011.

Investment property of E1,074 thousand refers to land and buildings not used in operations and is stated at cost. The total fair value of these assets is estimated to be E4.9 million, based on independent appraisals and information on property markets relevant to these types of investment property.

There were no changes in the expected useful lives of these assets during the period.Property, plant and equipment as at 30 June 2012 is free of mortgages, liens or other secured interests of a material amount restricting use.

The following table show changes in property, plant and equipment during the first half, including amounts at the beginning and end of the period.

31.12.2011 changes during the period changes during the period 30.06.2012

(E000) original cost Accumulated depreciation

carrying amount

cost cost Accumulated depreciation Net reclassifications to assets related

to discontinued operations

Additions to basis of

consolidation

original cost Accumulated depreciation

carrying amountAdditions:

purchases and capitalisations (1)

Assets entering service

Disposals currency translation differences

reclassifications and other

adjustments

Additions Disposals currency translation differences

Property, plant and equipment

Land 9,072 – 9,072 – – – 13 – – – – –1,472 604 8,217 – 8,217

Buildings 89,930 –37,326 52,604 579 14 –128 199 – –1,799 105 –52 –5,063 170 84,429 –37,800 46,629

Plant and machinery 130,321 –83,334 46,987 3,618 1,419 –1,154 –510 – –5,373 959 353 – 1,377 136,274 –88,598 47,676

Industrial and business equipment 156,526 –103,923 52,603 2,531 1,886 –1,906 62 –1 –9,789 1,723 21 –1,016 2,017 159,237 –111,106 48,131

Other assets 201,708 –141,293 60,415 9,757 103 –6,167 445 –331 –11,135 6,155 –251 –795 8,974 227,012 –159,842 67,170

Property, plant and equipment under construction and advance payments 7,211 – 7,211 5,137 –3,422 – 6 –75 – – – 8,857 – 8,857

Total 594,768 –365,876 228,892 21,622 – –9,355 215 –407 –28,096 8,942 71 –8,346 13,142 624,026 –397,346 226,680

Property, plant and equipment held under finance leases:

Land held under finance leases – – – – – – 15 – – – – – 718 733 – 733

Buildings held under finance leases – – – – – – 58 – –23 – –6 – 2,496 2,843 –318 2,525

Equipment held under finance leases 270 –96 174 – – – 13 – –17 – –5 – – 283 –118 165

Other assets held under finance leases – – – 18 – – 7 – –4 – –5 – 66 352 –270 82

Total 270 –96 174 18 – – 93 – –44 – –16 – 3,280 4,211 –706 3,505

Investment property:

Land 38 – 38 – – – – – – – – – – 38 – 38

Buildings 5,734 –4,754 980 – – – 281 54 –48 – –231 – – 6,069 –5,033 1,036

Total 5,772 –4,754 1,018 – – – 281 54 –48 – –231 – – 6,107 –5,033 1,074

Total property, plant and equipment 600,810 –370,726 230,084 21,640 – –9,355 589 –353 –28,188 8,942 –176 –8,346 16,422 634,344 –403,085 231,259

7. Notes to the consolidated statement of financial position

The following notes provide information on items in the consolidated statement of financial position as at 30 June 2012. Comparative amounts as at 31 December 2011 are shown in brackets. Certain of these amounts have been restated (as explained in note 6.3) in conjunction with the determination of the fair value of Triangulo do Sol’s assets and liabilities for its consolidation on a line–by–line basis from 1 July 2011.

The statements of changes in assets include the effect on consolidated figures of the changed basis of consolidation (including provisional estimates of the fair vale of assets and liabilities acquired) resulting from the addition of the Chilean and Brazilian companies, as explained in notes 6.1 and 6.2.

(1) Includes Autostrada Torino-Savona’s contribution reported in income under “Profit/(Loss) from discontinued operations” in compliance with IFRS 5.

85

Notes

7.1 Property, plant and equipment / E231,259 thousand (E230,084 thousand)

The balance on property, plant and equipment as at 30 June 2012 is substantially the same as at 31 December 2011.

Investment property of E1,074 thousand refers to land and buildings not used in operations and is stated at cost. The total fair value of these assets is estimated to be E4.9 million, based on independent appraisals and information on property markets relevant to these types of investment property.

There were no changes in the expected useful lives of these assets during the period.Property, plant and equipment as at 30 June 2012 is free of mortgages, liens or other secured interests of a material amount restricting use.

The following table show changes in property, plant and equipment during the first half, including amounts at the beginning and end of the period.

31.12.2011 changes during the period changes during the period 30.06.2012

(E000) original cost Accumulated depreciation

carrying amount

cost cost Accumulated depreciation Net reclassifications to assets related



consolidation

original cost Accumulated depreciation

carrying amountAdditions:

purchases and capitalisations (1)


Disposals currency translation differences


adjustments

Additions Disposals currency translation differences

Property, plant and equipment

Land 9,072 – 9,072 – – – 13 – – – – –1,472 604 8,217 – 8,217

Buildings 89,930 –37,326 52,604 579 14 –128 199 – –1,799 105 –52 –5,063 170 84,429 –37,800 46,629

Plant and machinery 130,321 –83,334 46,987 3,618 1,419 –1,154 –510 – –5,373 959 353 – 1,377 136,274 –88,598 47,676

Industrial and business equipment 156,526 –103,923 52,603 2,531 1,886 –1,906 62 –1 –9,789 1,723 21 –1,016 2,017 159,237 –111,106 48,131

Other assets 201,708 –141,293 60,415 9,757 103 –6,167 445 –331 –11,135 6,155 –251 –795 8,974 227,012 –159,842 67,170

Property, plant and equipment under construction and advance payments 7,211 – 7,211 5,137 –3,422 – 6 –75 – – – 8,857 – 8,857

Total 594,768 –365,876 228,892 21,622 – –9,355 215 –407 –28,096 8,942 71 –8,346 13,142 624,026 –397,346 226,680

Property, plant and equipment held under finance leases:

Land held under finance leases – – – – – – 15 – – – – – 718 733 – 733

Buildings held under finance leases – – – – – – 58 – –23 – –6 – 2,496 2,843 –318 2,525

Equipment held under finance leases 270 –96 174 – – – 13 – –17 – –5 – – 283 –118 165

Other assets held under finance leases – – – 18 – – 7 – –4 – –5 – 66 352 –270 82

Total 270 –96 174 18 – – 93 – –44 – –16 – 3,280 4,211 –706 3,505

Investment property:

Land 38 – 38 – – – – – – – – – – 38 – 38

Buildings 5,734 –4,754 980 – – – 281 54 –48 – –231 – – 6,069 –5,033 1,036

Total 5,772 –4,754 1,018 – – – 281 54 –48 – –231 – – 6,107 –5,033 1,074

Total property, plant and equipment 600,810 –370,726 230,084 21,640 – –9,355 589 –353 –28,188 8,942 –176 –8,346 16,422 634,344 –403,085 231,259

86


7.2 Intangible assets / E20,546,243 thousand (E17,344,575 thousand)

Intangible assets recorded a net reduction of approximately E3,201,669 thousand in the first half of 2012, due to the combined effect of the following changes:a) recognition of concession rights of E3,191,901 thousand of the newly consolidated Chilean and Brazilian companies;b) investment of E346,351 thousand in construction services for which additional economic benefits are received;c) a E166,085 thousand revision to the present value of investments with no additional benefits;d) reclassification of E255,540 thousand in assets attributable to Autostrada Torina–Savona, and primarily regarding

this company’s concession rights, to assets related to discontinued operations;e) amortisation of E271,957 thousand.

There were no changes in the expected useful lives of intangible assets during the period.

In the first half of 2012 the Group invested a total of E689,205 thousand in motorway infrastructure (E676,917 thousand in the first half of 2011). Operating and financial costs in connection with those assets were recognised in income by nature in accordance with IFRIC 12, as was the fair value of construction services rendered.

87

Notes

The following analysis shows the various components of investment in motorway infrastructure effected through construction services as reported in this period’s financial statements:

(E000) Note H1 2012 H1 2011 Increase/(Decrease)

Increase in rights acquired 4,489 – 4,489

Use of provisions for construction services required by contract for which no additional economic benefits are received

7.13–8.9 208,638 230,222 –21,584

Increase in intangible assets accruing from completed construction services for which additional economic benefits are received (1)

8.2 346,351 410,231 –63,880

Increase in financial assets deriving from construction services 7.4–8.2 109,744 – 109,744

Revenue from government grants for construction services for which no additional economic benefits are received

7.13–8.2 19,983 36,464 –16,481

Total Investment in motorway infrastructure 689,205 676,917 12,288

(1) Includes:a) Autostrade Meridionali, assets under construction of E14,355 thousand reclassified to financial assets (financial assets deriving from takeover rights), in accordance with the

relevant Single Concession Arrangement;b) the contributions by Autostrada Torino–Savona (E3,983 thousand for the first half of 2012 and E12,016 thousand for the first half of 2011) are accounted for in the income

statement under “Profit/(Loss) from discontinued operations”, as required by IFRS 5.

Research and development expenditure of approximately E0.3 million was recognised in the income statement for the first half of 2012. These activities are carried out in order to improve infrastructure, the services offered, safety levels and environmental protection.

The 30 June 2012 balance is net of impairment of the concession rights pertaining to Raccordo Autostradale Valle d’Aosta (E193,843 thousand before deferred taxes of E60,867 thousand) and Stalexport Autostrada Malopolska (E17,746 thousand before deferred taxes of E3,372 thousand). The impairments were recognised in previous years as a result of the impairment tests required by IAS 36, and are based on estimated future cash flows through to the end of the respective concession terms.

88


The following table shows intangible assets at the beginning and end of the period and changes in the different categories of intangible asset during the first half of 2012.

(E000) changes during the period changes during the period31.12.2011 cost cost Impairments Accumulated amortisation Net

reclassifications to assets related



consolidation

30.06.2012cost Accumulated

impairmentsAccumulated amortisation

carrying amount

Increases due to work

completed (1)

Additions: purchases and capitalisations

changes due to revised

present value of obligations


currency translation differences


adjustments


Additions currency translation differences

cost Accumulated impairments

Accumulated amortisation

carrying amount

Intangible assets deriving from concession rights:

Acquired concession rights 759,040 –15,884 –101,702 641,454 – 4,489 – – 11,729 – –782 –28,762 384 – 2,335,809 3,117,540 –16,666 –136,553 2,964,321

Concession rights accruing from construction services for which no additional economic benefits are received

11,760,148 – –2,471,428 9,288,720 – – 166,085 – 8,496 –386 – –172,886 –1,846 – – 11,934,343 – –2,646,160 9,288,183

Concession rights accruing from construction services for which additional economic benefits are received

4,087,251 –194,748 –979,427 2,913,076 346,351 – – – –2,877 –18,857 – –58,729 9,245 –254,941 856,092 5,016,981 –194,748 –1,032,873 3,789,360

Concession rights accruing from construction services provided by sub–operators

87,928 – –14,942 72,986 – – – – – – – –1,352 – – – 87,928 – –16,294 71,634

Total 16,694,367 –210,632 –3,567,499 12,916,236 346,351 4,489 166,085 – 17,348 –19,243 –782 –261,729 7,783 –254,941 3,191,901 20,156,792 –211,414 –3,831,880 16,113,498

Goodwill and other intangible assets with indefinite lives:

Goodwill 4,397,370 –14,393 – 4,382,977 – – – – 397 – –397 – – –220 – 4,397,547 –14,790 – 4,382,757

Trademarks 4,746 – – 4,746 – – – – 131 – – – – – – 4,877 – – 4,877

Total 4,402,116 –14,393 – 4,387,723 – – 528 – –397 – – –220 – 4,402,424 –14,790 – 4,387,634

other intangible assets:

Development costs 139,735 – –128,632 11,103 – 3,601 – 160 4,920 – –6,515 –147 –150 – 148,130 – –135,158 12,972

Industrial patents and intellectual property rights 57,318 –4 –46,084 11,230 – 2,998 – 147 165 – – –3,327 –38 –198 30 59,920 –4 –48,909 11,007

Concessions and licences 4,687 –2 –3,203 1,482 – 392 – 95 – – –189 –13 –31 3,519 8,701 –2 –3,445 5,254

Other 4,846 – –1,788 3,058 – 2 – – 140 – – –197 –56 – – 4,987 – –2,041 2,946

Intangible assets under development and advance payments 13,743 – – 13,743 – 3,939 – –147 321 –5,127 – – – – 203 12,932 – – 12,932

Total 220,329 –6 –179,707 40,616 – 10,932 – – 881 –207 – –10,228 –254 –379 3,752 234,670 –6 –189,553 45,111

ToTAl INTANGIBlE ASSETS 21,316,812 –225,031 –3,747,206 17,344,575 346,351 15,421 166,085 – 18,757 –19,450 –1,179 –271,957 7,529 –255,540 3,195,653 24,793,886 –226,210 –4,021,433 20,546,243

(1) Includes Autostrada Torino-Savona’s contribution accounted for in the income statement under “Profit/(Loss) from discontinued operations”, as required by IFRS 5.

7.3 Investments / E124,124 thousand (E318,746 thousand)

There was a net reduction of E194,622 thousand during the period, primarily as a result of:a) the line–by–line consolidation of Autostrade Sud America and its subsidiaries. The Group previously held a 45.765%

interest in the company as at 31 December 2011, carried at E170,645 thousand;b) the disposal of the entire shareholding in IGLI (33.3% as at 31 December 2011) with an equity method carrying

amount at that date of E26,631 thousand. The disposal of the investment generated a consolidated gain of E60,971 thousand, as explained in note 8.11;

c) recognition of a E19,000 thousand impairment of the carrying amount of the interest in Alitalia – Compagnia Aerea Italiana due to persistent losses and the lack of information sufficient to reliably determine fair value. The carrying amount was, consequently, determined as the Group’s share of Alitalia’s equity at the end of the period;

d) the acquisition of 50% less one share of the share capital of the Brazilian holding company, Atlantia Bertin Participações, for E26,668 thousand.

The equity method was used to measure interests in associates and joint ventures based on the most recent approved financial statements available. In the event that interim financial statements as at 30 June 2012 were not available, 2011 results were adjusted using available information and, where necessary, restated in accordance with Group accounting policies.

The following table shows carrying amounts at the beginning and end of the period, grouped by category, and changes in investments during the first half of 2012.

(E000) changes during the period changes during the period

31.12.2011 opening balance

Additions Disposals reversal of impairment losses/(Impairments) Translation and other differences

Additions to and eliminations from the basis of consolidation

30.06.2012 carrying amountreversals of

impairments/ (Impairments) of investments

accounted for at cost or fair value through

profit or loss

Investments accounted for using the equity method

comprehensive income

Income statement

Investments accounted for at cost or fair value 46,011 – – –19,000 – – 2 – 27,013

Investments accounted for using the equity method 272,735 26,863 –27,410 – 2,442 1,522 108 –179,149 97,111

Total 318,746 26,863 –27,410 –19,000 2,442 1,522 110 –179,149 124,124

89

Notes

The following table shows intangible assets at the beginning and end of the period and changes in the different categories of intangible asset during the first half of 2012.

(E000) changes during the period changes during the period31.12.2011 cost cost Impairments Accumulated amortisation Net

reclassifications to assets related



consolidation

30.06.2012cost Accumulated

impairmentsAccumulated amortisation

carrying amount

Increases due to work

completed (1)

Additions: purchases and capitalisations

changes due to revised

present value of obligations




adjustments


Additions currency translation differences

cost Accumulated impairments

Accumulated amortisation

carrying amount

Intangible assets deriving from concession rights:

Acquired concession rights 759,040 –15,884 –101,702 641,454 – 4,489 – – 11,729 – –782 –28,762 384 – 2,335,809 3,117,540 –16,666 –136,553 2,964,321

Concession rights accruing from construction services for which no additional economic benefits are received

11,760,148 – –2,471,428 9,288,720 – – 166,085 – 8,496 –386 – –172,886 –1,846 – – 11,934,343 – –2,646,160 9,288,183

Concession rights accruing from construction services for which additional economic benefits are received

4,087,251 –194,748 –979,427 2,913,076 346,351 – – – –2,877 –18,857 – –58,729 9,245 –254,941 856,092 5,016,981 –194,748 –1,032,873 3,789,360

Concession rights accruing from construction services provided by sub–operators

87,928 – –14,942 72,986 – – – – – – – –1,352 – – – 87,928 – –16,294 71,634

Total 16,694,367 –210,632 –3,567,499 12,916,236 346,351 4,489 166,085 – 17,348 –19,243 –782 –261,729 7,783 –254,941 3,191,901 20,156,792 –211,414 –3,831,880 16,113,498

Goodwill and other intangible assets with indefinite lives:

Goodwill 4,397,370 –14,393 – 4,382,977 – – – – 397 – –397 – – –220 – 4,397,547 –14,790 – 4,382,757

Trademarks 4,746 – – 4,746 – – – – 131 – – – – – – 4,877 – – 4,877

Total 4,402,116 –14,393 – 4,387,723 – – 528 – –397 – – –220 – 4,402,424 –14,790 – 4,387,634

other intangible assets:

Development costs 139,735 – –128,632 11,103 – 3,601 – 160 4,920 – –6,515 –147 –150 – 148,130 – –135,158 12,972

Industrial patents and intellectual property rights 57,318 –4 –46,084 11,230 – 2,998 – 147 165 – – –3,327 –38 –198 30 59,920 –4 –48,909 11,007

Concessions and licences 4,687 –2 –3,203 1,482 – 392 – 95 – – –189 –13 –31 3,519 8,701 –2 –3,445 5,254

Other 4,846 – –1,788 3,058 – 2 – – 140 – – –197 –56 – – 4,987 – –2,041 2,946

Intangible assets under development and advance payments 13,743 – – 13,743 – 3,939 – –147 321 –5,127 – – – – 203 12,932 – – 12,932

Total 220,329 –6 –179,707 40,616 – 10,932 – – 881 –207 – –10,228 –254 –379 3,752 234,670 –6 –189,553 45,111

ToTAl INTANGIBlE ASSETS 21,316,812 –225,031 –3,747,206 17,344,575 346,351 15,421 166,085 – 18,757 –19,450 –1,179 –271,957 7,529 –255,540 3,195,653 24,793,886 –226,210 –4,021,433 20,546,243

(1) Includes Autostrada Torino-Savona’s contribution accounted for in the income statement under “Profit/(Loss) from discontinued operations”, as required by IFRS 5.

d) the acquisition of 50% less one share of the share capital of the Brazilian holding company, Atlantia Bertin Participações, for E26,668 thousand.

The equity method was used to measure interests in associates and joint ventures based on the most recent approved financial statements available. In the event that interim financial statements as at 30 June 2012 were not available, 2011 results were adjusted using available information and, where necessary, restated in accordance with Group accounting policies.

The following table shows carrying amounts at the beginning and end of the period, grouped by category, and changes in investments during the first half of 2012.

(E000) changes during the period changes during the period

31.12.2011 opening balance

Additions Disposals reversal of impairment losses/(Impairments) Translation and other differences

Additions to and eliminations from the basis of consolidation

30.06.2012 carrying amountreversals of

impairments/ (Impairments) of investments

accounted for at cost or fair value through

profit or loss


comprehensive income

Income statement

Investments accounted for at cost or fair value 46,011 – – –19,000 – – 2 – 27,013

Investments accounted for using the equity method 272,735 26,863 –27,410 – 2,442 1,522 108 –179,149 97,111

Total 318,746 26,863 –27,410 –19,000 2,442 1,522 110 –179,149 124,124

90


The following table shows an analysis of the Group’s principal investments as at 30 June 2012, including the Group’s percentage interest and the relevant carrying amount, net of unpaid, called–up issued capital, and the original cost, accumulated impairments and revaluations.

(E000) 30.06.2012 31.12.2011%

interest original cost revaluations

(Impairments) carrying amount

% interest

original cost revaluations (Impairments)

carrying amount

Investments accounted for at cost or fair value

Alitalia – Compagnia Aerea Italiana SpA

8.85% 100,000 –78,000 22,000 8.85% 100,000 –59,000 41,000

Firenze Parcheggi SpA 5.36% 2,582 – 2,582 5.36% 2,582 – 2,582

Tangenziale Esterna SpA 1.25% 1,250 – 1,250 1.25% 1,250 – 1,250

Uirnet SpA 1.62% 426 – 426 1.62% 426 – 426

Emittente Titoli SpA 6.02% 277 – 277 6.02% 277 – 277

Veneto Strade SpA 5.00% 259 – 259 5.00% 259 – 259

Other smaller investments 227 –8 219 7,606 –7,389 217

27,013 46,011


Società Autostrada Tirrenica 24.98% 6,411 18,761 25,172 24.98% 6,411 18,072 24,483

Atlantia Bertin Participações SA (1)

50.00% 24,968 – 24,968 – – – –

Tangenziali Esterne di Milano SpA

27.43% 20,057 –158 19,899 27.43% 20,057 –291 19,766

Pune Solapur Expressways Private Limited

50.00% 16,385 –1,342 15,043 50.00% 16,385 1,879 18,264

Società Infrastrutture Toscane SpA

46.60% 6,990 –930 6,060 46.60% 6,990 –892 6,098

Bologna & Fiera Parking SpA 32.50% 5,558 –2,569 2,989 32.50% 5,363 –1,978 3,385

Arcea Lazio SpA 34.00% 1,430 309 1,739 34.00% 1,430 374 1,804

GEIE del Traforo del Monte Bianco

50.00% 1,000 – 1,000 50.00% 1,000 – 1,000

Autostrade Sud America Srl 100.0% – – – 45.77% 89,350 81,295 170,645

IGLI SpA (2) – – – – 33.33% 110,957 –84,326 26,631

Other smaller investments – 373 –131 242 – 1,044 –385 659

97,111 272,735

Total 124,124 318,746

(1) The company, which holds 50% of the operator, Rodovias do Tietê SA, was acquired as part of the transaction with the Bertin group.(2) This interest was sold in the first quarter of 2012.

Annex 1 contains a list of all the Group’s investments as at 30 June 2012.

91

Notes

7.4 Other financial assets (non–current) / E2,145,883 thousand (E1,200,274 thousand) (current) / E481,398 thousand (E221,909 thousand)

The following analysis shows the composition of other financial assets at the beginning and end of the period, together with the current and non–current portions.

(E000) Note 30.06.2012 31.12.2011

carrying amount current portion Non–current portion

carrying amount current portion Non–current portion

Takeover rights 354,498 – 354,498 346,209 – 346,209

Guaranteed minimums 718,000 24,432 693,568 72,611 7,340 65,271

Other concession rights 153,755 – 153,755 40,854 – 40,854

Financial assets deriving from concession rights

(1) 1,226,253 24,432 1,201,821 459,674 7,340 452,334

Financial assets deriving from government grants related to construction services

(1) 257,475 101,655 155,820 289,680 51,023 238,657

convertible term deposits (2) 591,212 284,758 306,454 366,914 76,580 290,334

Loans to associates (1) 110,000 – 110,000 110,000 – 110,000

Derivative assets (3) 15,095 2,576 12,519 49,022 21,344 27,678

Other medium/long–term financial assets

(1) 359,560 291 359,269 92,711 11,440 81,271

other medium/long–term financial assets

484,655 2,867 481,788 251,733 32,784 218,949

other current financial assets (1) 67,686 67,686 – 54,182 54,182 –

2,627,281 481,398 2,145,883 1,422,183 221,909 1,200,274

(1) These assets have been classified as “loans and receivables” under IAS 39.(2) These assets have been classified as “available–for–sale” financial instruments and in level 2 of the fair value hierarchy.(3) These derivative financial instruments have been classified as hedges under level 2 of the fair value hierarchy.

Financial assets deriving from concession rights regard:a) the takeover rights of E354,498 thousand as at 30 June 2012 of the subsidiary, Autostrade Meridionali, being the

amount payable by a replacement operator on termination of the concession for the company’s unamortised capital expenditure during the final years of the retiring operator’s concession;

b) the present value of the minimum revenue guaranteed by the Grantor of the Concessions held by the Group’s Chilean concession operators (E718,000 thousand as at 30 June 2012);

c) Ecomouv’s investment in financial assets deriving from concession rights of E153,755 thousand as at 30 June 2012, in connection with the construction of a satellite–based tolling system for heavy vehicles in France.

The increase for the period of E766,579 thousand primarily relates to the consolidation of the present value of the guaranteed minimum revenue of the newly consolidated Chilean companies (E629,526 thousand) and investment in the French Eco–Taxe project (E109,744 thousand).

Financial assets deriving from government grants to finance infrastructure works include receivables of amounts payable by grantors or public entities and decreased E32,205 thousand in line with receipts during the year.

92


The convertible term deposits of E224,298 thousand were primarily made by the newly consolidated Chilean companies (total of E131,358 thousand) as debt service reserve accounts and a new reserve account of approximately E80,906 thousand in connection with a loan to be provided by 2013 by Atlantia Bertin Concessões to Infra Bertin Empreendimentos, the holding company of the SPMAR project company. The loan is made in accordance with Bertin group agreements and its purpose is to finance construction and operation of the orbital motorway serving the south east of São Paulo.

Other medium/long–term financial assets increased E232,922 thousand primarily on the recognition of a medium–term convertible bond of E240,423 thousand issued by Infra Bertin Empreendimentos, and a medium–term loan of E49,565 thousand from Vespucio Sur to the Grantor. These were partially offset by a reduction in derivative assets principally because of a decrease in the fair value of exchange rate hedges on a Jpy bond issued by Atlantia (E199,123 thousand), a reclassification to assets held for sale of the loans to ANAS on the books of Autostrada Torino–Savona (E13,506 thousand).This item also includes the medium/long–term loan with a face value of E110,000 thousand made by Autostrade per l’Italia to Società Autostrada Tirrenica (an associate as at 31 December 2011) repayable in June 2013.Other financial assets primarily relate to loans to ANAS (E36,632 thousand) in line with the progressive release of grants in accordance with Laws 662/96, 135/97 and 345/97 and to the investment of liquidity by the Stalexport Autostrady group (E14,495 thousand), in connection with assets under the management of a first ranking financial institution.

There are no indications of impairment of any financial assets recognised in the financial statements.

7.5 Deferred tax assets and liabilities Deferred tax assets net of deferred tax liabilities eligible for set–off / E1,902,822 thousand (E1,891,394 thousand) Deferred tax liabilities not eligible for set–off / E1,020,177 thousand (E174,229 thousand)

The following tables show the amount of deferred tax assets and liabilities both eligible and ineligible for offset, in addition to changes in the deferred taxes in the first half of 2012 with respect to temporary timing differences between consolidated carrying amounts and the corresponding tax bases.

(E000) 30.06.2012 31.12.2011

Deferred tax assets 2,303,523 1,996,607

Deferred tax liabilities not eligible for offset –400,701 –105,213

Deferred tax assets less deferred tax liabilities eligible for offset 1,902,822 1,891,394

Deferred tax liabilities not eligible for offset 1,020,177 174,229

Difference between deferred tax assets and liabilities (eligible and ineligible for offset) 882,645 1,717,165

93

Notes

As shown in the table, the carrying amount as at 30 June 2012 primarily consists of residual deferred tax assets recognised in connection with the reversal of intercompany gains arising in 2003 on the contribution of the portfolio of motorways to Autostrade per l’Italia (E935,223 thousand). The carrying amount also includes deferred tax assets of E570,683 thousand resulting from the adoption of IFRIC 12 by Autostrade per l’Italia.The deferred taxes primarily relate to gains on revaluations to fair value of assets and liabilities arising on business combinations (E958,325 thousand), principally attributable to the Chilean and Brazilian companies consolidated for the first time during the year.

(E000) 31.12.2011 changes during the period 30.06.2012 Provisions (1) releases (1) Deferred

tax assets/liabilities on gains

and losses recognised in

equity

changes in prior year

estimates

reclassifications to discontinued

operations/assets held

for sale

Translation and other

differences


consolidation

Deferred tax assets on:

Deductible intercompany goodwill 987,925 212 –52,900 – – – –14 – 935,223

Restatement of global balance on application of IFRIC 12 by Autostrade per l’Italia

580,170 1,899 –11,386 – – – – – 570,683

Provisions 208,834 51,199 –12,552 – 355 – 1,421 2,611 251,868

Impairments and depreciation of non–current assets 63,768 9 –2,822 – – – 138 23,682 84,775

Reduction in carrying amounts of hedging instruments 40,466 – –166 22,205 – – 370 9,142 72,017

Other temporary differences 115,444 54,534 –10,548 – 9,803 – –284 220,008 388,957

Deferred tax assets 1,996,607 107,853 –90,374 22,205 10,158 – 1,631 255,443 2,303,523

Deferred tax liabilities on:

Differences between carrying amounts and fair values of assets and liabilites acquired through business combinations

–164,173 – 6,614 – – – 3,038 –803,804 –958,325

Gain on recognition of financial assets –31,607 –423 541 – – – –4,337 –105,713 –141,539

Reduction in carrying amounts of hedging instruments –13,120 – – –1,427 – – – – –14,547

Accelerated depreciation –13,371 – – – – – –358 – –13,729

Other temporary differences –57,171 –46,119 6,937 – –8,850 –6,315 8,082 –189,301 –292,737

Deferred tax liabilities –279,442 –46,542 14,092 –1,427 –8,850 –6,315 6,425 –1,098,818 –1,420,877

Difference between deferred tax assets and liabilities (eligible and ineligible for offset)

1,717,165 61,311 –76,282 20,778 1,308 –6,315 8,056 –843,375 882,646

(1) Includes Autostrada Torino-Savona’s contribution reclassified to the income statement under “Profit/(Loss) from discontinued operations”, as required by IFRS 5.

The main changes during the first half of 2012 were:a) the recognition of deferred taxes on the provisional recognition of gains on business combinations in Chile and

Brazil of E803,804 thousand (analysed in note 6 above);b) the release of certain deferred tax assets on the elimination of intercompany gains in connection with the

contribution in 2003 of a number of motorways to Autostrade per l’Italia valued at E52,900 thousand, which was equal to the amount permitted to be deducted from goodwill as recognised by Autostrade per l’Italia on the contribution;

c) the net increase of E38,647 thousand in deferred tax assets in connection with the non–deductible portion of provisions primarily having regard to the repair and replacement of concession assets;

d) recognition in comprehensive income of E20,788 thousand in net deferred tax assets on the fair value measurement of derivative hedging instruments.

94


7.6 Other non–current assets / E1,712 thousand (E2,412 thousand)

This item essentially consists of amounts due from the tax authorities in the form of withholding tax paid on provisions for post–employment benefits, which are down as a result of the amounts recovered on the benefits paid during the first half.

7.7 Trading assets / E1,369,856 thousand (E1,018,167 thousand)

Trading assets include inventories (E69,232 thousand) consisting of stocks of spare parts used in the maintenance or assembly of plant, contract work in progress (E37,490 thousand) and trade receivables. The following tables show the composition of trade receivables at the end of the year, and the related aging schedule.

(E000) 30.06.2012 31.12.2011 Amounts

due from customers

other trade receivables

Prepayments for

construction services

other trading assets

Total Amounts due from

customers

other trade receivables

Prepayments for

construction services

other trading assets

Total

Direct debit road users and similar: outstanding bills

544,561 433,860

Receivable from sundry customers and retentions 316,192 143,579

Service area operators 115,822 138,841

Road users for unpaid tolls 48,200 46,914

Gross trade receivables 1,024,775 284,591 28,499 31,130 1,368,995 763,194 183,062 26,774 32,152 1,005,182

Allowance for bad debts 84,098 21,763 – – 105,861 72,333 10,154 – – 82,487

Net trade receivables 940,677 262,828 28,499 31,130 1,263,134 690,861 172,908 26,774 32,152 922,695

(E000) Total receivables at 30.06.2012

Total not yet due and payable

More than 90 days overdue

Between 90 and 365 days

overdue

More than one year overdue

Due from customers and other trade receivables 1,309,366 1,047,370 52,734 68,844 140,418

Receivables due from customers, net of the allowance for bad debts, increased E249,816 thousand, primarily due to tolls billed on the last non–working day of June and collected from banks in early July, and the first–time consolidation of the receivables of the recently acquired Chilean and Brazilian companies (E36,007 thousand). There was also a E89,920 thousand increase in trade receivables almost entirely attributable to changes in the basis of consolidation.

Overdue receivables regard uncollected and unpaid tolls, in addition to royalties due from service area operators and sales of other goods and services, such as authorisations to cross motorways, the sale of services and proprietary assets. The relevant allowance is adequate and has been determined with reference to experience gained with specific customers and historical data regarding losses on receivables, taking guarantee deposits and other collateral given by customers into account. Changes in the allowance for bad debts are shown below:

(E000) 31.12.2011 Additions uses Additions to basis of consolidation

reclassifications and other changes

30.06.2012

Allowance for bad debts 82,487 4,354 –1,885 20,721 184 105,861

The carrying amount of trade receivables approximates to fair value.

95

Notes

7.8 Cash and cash equivalents / E403,608 thousand (E619,900 thousand)

Cash and cash equivalents consist of cash in hand and investments with terms to maturity of less than thirty days. The balance is E216,292 thousand less than as at 31 December 2011.

7.9 Current tax assets and liabilities Current tax assets / E164,494 thousand (E28,581 thousand) Current tax liabilities / E150,891 thousand (E116,995 thousand)

Current tax assets and liabilities at the beginning and end of the period are detailed below.

(E000) Assets liabilities30.06.2012 31.12.2011 30.06.2012 31.12.2011

IRES 112,505 11,951 98,155 106,162

IRAP 38,396 4,225 41,655 1,217

Other income taxes 13,593 12,405 11,081 9,616

Total 164,494 28,581 150,891 116,995

There was a net consolidated current tax asset of E13,603 thousand as at 30 June 2012 as a result of advance and final payments made during the period compared with the income tax provisions made during the period.There was, however, a net liability of E88,414 thousand as at 31 December 2011 principally because there was a significant shortfall in Autostrade per l’Italia’s advance income tax payments in 2011, since they were based on the actual 2010 tax charge, which was very low due to the deduction of costs recognised on application of IFRIC 12.

7.10 Other current assets / E114,300 thousand (E89,335 thousand)

This item consists of receivables and other current assets that are not eligible for classification as trading or financial. The composition of this item is shown below.

(E000) 30.06.2012 31.12.2011

Receivables due from end users and insurance companies for damages 38,590 35,320

Tax credits other than for income tax 29,324 28,750

Receivable from public entities 13,135 4,557

Other current assets 66,441 52,347

147,490 120,974

Allowance for bad debts –33,190 –31,639

Total 114,300 89,335

There was an increase in other current assets primarily due to consolidation of the assets of the newly acquired Chilean companies (E19,912 thousand) owing principally by government bodies and insurance companies.The allowance for bad debts primarily relates to Stalexport Autostrady’s accounts receivable from investee companies on Stalexport’s repayment, acting in its capacity of guarantor, to local authorities of loans on the books of its investee companies, which are now insolvent.

96


7.11 Non–current assets held for sale or related to discontinued operations / E376,125 thousand (E310,050 thousand) Liabilities related to discontinued operations / E104,304 thousand (E288 thousand)

As at 30 June 2012 these assets and liabilities substantially include:a) Autostrada Torino–Savona’s assets and liabilities totalling, respectively, E359,354 thousand and E104,304 thousand,

reclassified to this item on the signature of an agreement with SIAS, by which Autostrade per l’Italia has granted a call option on its entire interest in the company;

b) the non–controlling interest in Lusoponte (E11,895 thousand), and loans and receivables due from this company (E1,643 thousand).

This item also includes the investment of E290,241 thousand as at 31 December 2011 in Nueva Inversiones, which was subsequently consolidated from 1 April 2012, as explained in note 6.1.

7.12 Equity / E4,579,450 thousand (E4,030,553 thousand)

Atlantia’s issued capital as at 30 June 2012 is fully subscribed and paid–in and consists of 661,827,592 ordinary shares with a par value of E1 each, amounting to E661,827,592.The Extraordinary General Meeting of Atlantia’s shareholders on 24 April 2012 approved a bonus issue with a value of E31,515,600 through capitalisation of the same amount from extraordinary reserves. Following execution of the resolution on 7 June 2012, 1 new share was issued to shareholders for every 20 held. This resulted in an increase in treasury shares of 632,648, with the total number of treasury shares held rising from 12,652,968 to 13,285,616. These shares were carried at E215,644 thousand.

Equity attributable to owners of the parent, totalling E3,782,757 thousand, has increased by E216,759 thousand compared with 31 December 2011. The more important changes during the period were:a) comprehensive income for the period (E450,669 thousand), reflecting profit for the period (E485,933 thousand)

and the recognition of other components of comprehensive income (a net loss of E35,264 thousand), primarily due to the decrease in the cash flow hedge (E38,566 thousand) and net investment hedge (E10,361 thousand) reserves, partially offset by gains on the translation of financial statements denominated in functional currencies other than the euro (E11,234 thousand) and the measurement of associates and joint ventures using the equity method (E2,442 thousand);

b) payment of the final dividend of E0.391 per share for 2011 (E241,506 thousand).

Equity of E796,693 thousand attributable to non–controlling interests has increased E332,138 since 31 December 2011 (E464,555 thousand) primarily due to the non–controlling interests in the Brazilian subsidiaries of the Bertin group.Atlantia manages its capital with a view to creating value for shareholders, ensuring the Group can function as a going concern, safeguarding the interests of stakeholders, and providing efficient access to external sources of financing to adequately support the growth of the Group’s businesses and fulfil the commitments given in the concession arrangements.

97

Notes

Other comprehensive income

The section “Consolidated financial statements” includes the “Statement of comprehensive income”, which includes other comprehensive income, after the related taxation.The following table shows the gross amounts of these other components and the related taxation.

(E000) H1 2012 H1 2011 Gross Tax Net Gross Tax Net

Fair value gains/(losses) on cash flow hedges –58,438 16,849 –41,589 41,436 –11,122 30,314

Fair value gains/(losses) on net investment hedges

–14,290 3,929 –10,361 – – –


6,167 – 6,167 –11,516 – –11,516


2,442 – 2,442 –14,452 – –14,452

Other fair value gains/(losses) –13 – –13 –290 – –290

other comprehensive income for the period –64,132 20,778 –43,354 15,178 –11,122 4,056

of which: discontinued operations – – – 993 – 993


Fair value gains on cash flow hedges reclassified to profit/(loss) for the period

– – – 822 –226 596

Total other comprehensive income for the period, after related taxation and reclassifications to profit/(loss) for the period

–64,132 20,778 –43,354 16,000 –11,348 4,652

Disclosures regarding share–based payments

There were no substantial changes to existing incentive plans during the first half of 2012. The plans regard share–based payments for directors and/or employees of the Atlantia Group holding key management positions in Atlantia or other Group companies. The share incentive plans, designed to incentivise and foster management loyalty in order to promote and disseminate a value creation culture in all strategic and operational decision–making processes, and to drive the Group’s growth and boost management efficiency, are based on the achievement of pre–set targets.The characteristics of the incentive plans are described in note 7.12 of the consolidated financial statements for the year ended 31 December 2011. The plans are also described in an Information Memorandum published on the Group’s website at www.atlantia.it and prepared pursuant to article 84–bis of CONSOB Regulation 11971/1999, as subsequently amended.

98


The following table shows the main aspects of existing incentive plans as at 30 June 2012, including the fair value of each option or unit awarded, as determined by a specially appointed expert, using the Monte Carlo model and the following parameters. The amounts have been adjusted for the amendments to the plans originally approved by the Shareholders and/or Atlantia’s Board of Directors and required to ensure plan benefits remained substantially unchanged despite the dilution caused by the bonus issues approved by shareholders on 14 April 2010, 20 April 2011, and 24 April 2012.

Number of options/units

awarded

Vesting date Exercise/conversion date

Exercise price (E)

Fair value of each option

or unit at grant date

(E)

Expected expiration at

grant date (years)

risk free interest rate

used

Expected volatility

(based on historic mean)

Expected dividends at

grant date

2009 SHArE oPTIoN PlAN

options outstanding as at 1 January 2011

– 8 May 2009 grant 534,614 23 April 2013 30 April 2014 11.20 1.66 5.0 2.52% 26.5% 3.44%

– 16 July 2009 grant 174,987 23 April 2013 30 April 2014 12.09 1.32 4.8 2.41% 25.8% 3.09%

– 15 July 2010 grant 140,399 23 April 2013 30 April 2014 13.68 1.42 3.8 1.62% 26.7% 3.67%

– 13 May 2011 grant 26,729 23 April 2013 30 April 2014 11.20 (*) (*) (*) (*) (*)

8,749 23 April 2013 30 April 2014 12.09 (*) (*) (*) (*) (*)

76,476 23 April 2013 30 April 2014 13.68 1.60 3.0 2.45% 26.3% 4.09%

– 14 October 2011 grant 28,069 23 April 2013 30 April 2014 11.20 (*) (*) (*) (*) (*)

9,187 23 April 2013 30 April 2014 12.09 (*) (*) (*) (*) (*)

10,844 23 April 2013 30 April 2014 13.68 (*) (*) (*) (*) (*)

1,010,054

options granted during first half of 2012

– 14 June 2012 grant 29,470 23 April 2013 30 April 2014 11.20 (*) (*) (*) (*) (*)

9,646 23 April 2013 30 April 2014 12.09 (*) (*) (*) (*) (*)

11,386 23 April 2013 30 April 2014 13.68 (*) (*) (*) (*) (*)

options outstanding as at 30 June 2012 1,060,556

2011 SHArE oPTIoN PlAN

options outstanding as at 1 January 2011

– 13 May 2011 grant 279,860 13 May 2014 13 May 2017 14.78 3.48 6.0 2.60% 25.2% 4.09%

– 14 October 2011 grant 13,991 13 May 2014 13 May 2017 14.78 (*) (*) (*) (*) (*)

293,851

options granted during first half of 2012

– 14 June 2012 grant 14,692 13 May 2014 13 May 2017 14.78 (*) (*) (*) (*) (*)

345,887 14 June 2015 14 June 2018 9.66 2.21 6.0 1.39% 28.0% 5.05%

options outstanding as at 30 June 2012 654,430

2011 SHArE GrANT PlAN

units outstanding as at 1 January 2011

– 13 May 2011 grant 192,376 13 May 2014 13 May 2015 and 13 May 2016

n.a. 12.90 4.0 – 5.0 2.45% 26.3% 4.09%

– 14 October 2011 grant 9,618 13 May 2014 13 May 2015 and 13 May 2016

n.a. (*) (*) (*) (*) (*)

201,994

units granted during first half of 2012

– 14 June 2012 grant 10,106 13 May 2014 13 May 2015 and 13 May 2016

n.a. (*) (*) (*) (*) (*)

348,394 14 June 2015 14 June 2016 and 14 June 2017

n.a. 7.12 4.0 – 5.0 1.12% 29.9% 5.05%

units outstanding as at 30 June 2012 560,494

2011 MBo SHArE oPTIoN PlAN

units granted during first half of 2012

– 11 May 2012 grant 96,282 11 May 2015 11 May 2015 n.a. 13.81 3.0 0.53% 27.2% 4.55%

– 14 June 2012 grant 4,814 11 May 2015 11 May 2015 n.a. (*) (*) (*) (*) (*)

units outstanding as at 30 June 2012 101,096

(*) Options awarded as a result of Atlantia’s bonus issues and which, therefore, do not represent the award of new benefits.

99

Notes

In particular with reference to the first half of 2012:a) as part of the second annual cycle of the 2011 share option plan, Atlantia’s Board of Directors determined the

beneficiaries on 14 June 2012 awarding 345,887 Atlantia ordinary share options with an exercise price of E9.663 and vesting between 15 June 2012 and 14 June 2015 and expiring on 14 June 2018;

b) as part of the second annual cycle of the 2011 share grant plan, Atlantia’s Board of Directors determined the plan beneficiaries on 14 June 2012, awarding 348,394 Atlantia units vesting between 15 June 2012 and 14 June 2015 and convertible into shares between 14 June 2016 and 14 June 2017;

c) on 11 May 2012, the Board of Directors approved the award of 96,282 units to Group directors and employees selected at the Board of Directors’ meeting of 13 May 2011 based on their achievement of the 2011 MBO share grant plan targets. The units vest on 11 May 2015 and may be converted into shares from that date. The Board of Directors also selected the plan beneficiaries for 2012 at the same Board meeting of 11 May 2012. However, given the above need to confirm achievement of the objectives assigned to each beneficiary prior to any grant, it is not at the moment possible to quantify the number of units to be granted for the second annual MBO share grant cycle, or, indeed, the fair value of each of the benefits. As, however, certain of these benefits have already vested since the grant date, the fair value of units awarded has been estimated for the purposes of these condensed interim financial statements in order to accrue the amounts for the period;

d) finally, with respect to the bonus issue approved by shareholders at the General Meeting of 24 April 2012, Atlantia SpA’s Board of Directors approved the changes to the existing plan required to ensure plan benefits remained substantially unchanged despite the dilution caused by the bonus issues, essentially being (i) the award of one new option or unit for every twenty already awarded; (ii) a 5% adjustment to the exercise price for options granted under the 2009 and 2011 share option plans; (iii) adjustment of the initial price of Atlantia shares for the purposes of testing the share grant and MBO share grant plans; and, (iv) adjustment of the final value of the 2009 share option plan due to the fact that the Final Value is essential in determining the percentage of shares vesting.

The weighted average price of Atlantia’s ordinary shares in the first half of 2012 (adjusted to take account of Atlantia’s bonus issue with effect from 4 June 2012) was E10.889 per share, with the figure for the period 11 May–30 June 2012 amounting to E9.693 and E9.51 per share. As at 11 May 2012 and 14 June 2012 (the date the new options and units were awarded, as described above) the values of Atlantia’s ordinary shares were E10.648 and E9.28 per share, respectively, whilst as at 30 June 2012 the value was E10.05 per share.

As a result of implementation of the above plans, as at 30 June 2012 the Group has recognised, in accordance with the requirements of IFRS 2, an increase in equity reserves of E1,105 thousand, based on the accrued fair value of the options and units awarded at that date, with a contra entry in the income statement in personnel expense.

7.13 Provisions for construction services required by contract (non–current) / E4,034,609 thousand (E4,134,960 thousand) (current) / E679,786 thousand (E551,606 thousand)

Provisions for construction services required by contract represent the present value of motorway infrastructure construction and/or upgrade services that certain of the Group’s operators, particularly Autostrade per l’Italia, are required to provide and for which no additional economic benefits are received, in terms of specific toll increases and/or significant increases in traffic.

100


The following table shows provisions for construction services required by contract at the beginning and end of the period and changes during the first half of 2012, showing the non–current and current portions.

(E000) 31.12.2011 changes during the period 30.06.2012 Balance Non–

currentcurrent changes due

to revised present value of obligations

Financial provisions

reductions for

completed works

reversal for grants

accrued on completed

works


change in or addition to basis of

consolidation

Balance Non–current

current

Provisions for construction services required by contract

Upgrade of Florence–Bologna section

2,056,550 1,671,436 385,114 32,031 17,228 –171,511 19,983 – – 1,954,281 1,518,016 436,265

Third and fourth lanes 21,005 19,409 1,596 223 142 –329 – – – 21,041 9,845 11,196

Other construction services 2,609,011 2,444,115 164,896 133,831 32,327 –56,781 – 6,671 14,014 2,739,073 2,506,748 232,325

4,686,566 4,134,960 551,606 166,085 49,697 –228,621 19,983 6,671 14,014 4,714,395 4,034,609 679,786

The E27,829 thousand increase in the combined current and non–current portions of the provisions is the net of the following:a) E166,085 thousand increase in the present value of future construction services with an analogous increase in

concession rights;b) E49,697 thousand increase in finance–related provisions for the first half of 2012 being the double entry to the

financial expense incurred in connection with discounting to present value;c) E14,014 thousand contribution of Sociedad Concesionaria Autopista Nororiente, which was consolidated from

1 April 2012;d) E208,638 thousand release, net of grants, for the period in connection with construction services completed during

the first six months and for which no additional benefits are received.

7.14 Provisions (non–current) / E1,054,453 thousand (E1,030,769 thousand) (current) / E178,226 thousand (E171,554 thousand)

The following table shows provisions at the beginning and end of the period and changes during the first half of 2012, showing the non–current and current portions.

(E000) 31.12.2011 changes during the period changes during the period 30.06.2012Balance Non–current current operating

provisions (1)Financial

provisions (1)reductions

due to post–employment

benefits paid and advances

reductions due to reversal

of surplus provisions

operating uses (1) reclassifications and other changes


reclassifications to liabilities

related to discontinued

operations


consolidation

Balance Non–current current

Provisions for employee benefits

Post–employment benefits 141,535 130,350 11,185 517 2,813 –6,177 – – 309 –2 –3,501 – 135,494 124,181 11,313

Other employee benefits 1,010 486 524 182 – – – –13 – 48 – 260 1,487 799 688

Pensions and similar obligations 161 142 19 –48 – – – – – 8 – – 121 98 23

142,706 130,978 11,728 651 2,813 –6,177 – –13 309 54 –3,501 260 137,102 125,078 12,024

Provisions for repair and replacement obligations 982,524 867,850 114,674 197,007 20,811 – – –203,728 2 1,697 –25,111 22,502 995,704 892,328 103,376

other provisions

Provisions for impairments exceeding carrying amounts of investments

3,563 – 3,563 97 – – – – 294 – – – 3,954 – 3,954

Provisions for disputes, liabilities and sundry charges 73,530 31,941 41,589 18,875 – – –426 –1,256 26 –49 –43 5,262 95,919 37,047 58,872

77,093 31,941 45,152 18,972 – – –426 –1,256 320 –49 –43 5,262 99,873 37,047 62,826

Total provisions 1,202,323 1,030,769 171,554 216,630 23,624 –6,177 –426 –204,997 631 1,702 –28,655 28,024 1,232,679 1,054,453 178,226

(1) Includes Autostrada Torino-Savona’s contribution reported in the income statement under “Profit/(Loss) from discontinued operations”, as required by IFRS 5.

101

Notes

Provisions for employee benefits (non–current) / E125,078 thousand (E130,978 thousand) (current) / E12,024 thousand (E11,728 thousand)

As at 30 June 2012 this item essentially consisted of provisions for post–employment benefits.Combined current and non–current portions of the provisions for post–employment benefits are down E6,041 thousand, essentially due to the use of provisions to pay benefits and advances, totalling E6,177 thousand, and the reclassification of Autostrada Torino–Savona liabilities (E3,501 thousand), partially offset by operating and financial provisions, totalling E3,330 thousand.

Provisions for repair and replacement obligations (non–current) / E892,328 thousand (E867,850 thousand) (current) / E103,376 thousand (E114,674 thousand)

This item regards the present value of provisions for the repair and replacement of assets operated under concession, in accordance with the operators’ contractual commitments.The provisions increased E13,180 thousand being the difference between operating and financial provisions of E217,818 thousand and releases of E203,728 thousand during the period for repairs and replacements. The decrease caused by the reclassification of provisions of E25,111 thousand attributable to Autostrada Torino–Savona was almost entirely offset by the E22,502 thousand increase in provisions for the newly consolidated Chilean and Brazilian companies.

Other provisions (non–current) / E37,047 thousand (E31,941 thousand) (current) / E62,826 thousand (E45,152 thousand)

These provisions essentially regard liabilities expected to be incurred in connection with pending litigation and disputes, including those with maintenance contractors regarding contract reserves. Total other provisions increased by E22,780 thousand primarily due to increased provisioning for the period (E18,972 thousand) principally having regard to Autostrade per l’Italia’s provisions for contract disputes and the provisions of E5,262 thousand contributed by the newly consolidated Chilean and Brazilian companies.

(E000) 31.12.2011 changes during the period changes during the period 30.06.2012Balance Non–current current operating

provisions (1)Financial

provisions (1)reductions

due to post–employment

benefits paid and advances

reductions due to reversal

of surplus provisions

operating uses (1) reclassifications and other changes


reclassifications to liabilities

related to discontinued

operations


consolidation

Balance Non–current current

Provisions for employee benefits

Post–employment benefits 141,535 130,350 11,185 517 2,813 –6,177 – – 309 –2 –3,501 – 135,494 124,181 11,313

Other employee benefits 1,010 486 524 182 – – – –13 – 48 – 260 1,487 799 688

Pensions and similar obligations 161 142 19 –48 – – – – – 8 – – 121 98 23

142,706 130,978 11,728 651 2,813 –6,177 – –13 309 54 –3,501 260 137,102 125,078 12,024

Provisions for repair and replacement obligations 982,524 867,850 114,674 197,007 20,811 – – –203,728 2 1,697 –25,111 22,502 995,704 892,328 103,376

other provisions

Provisions for impairments exceeding carrying amounts of investments

3,563 – 3,563 97 – – – – 294 – – – 3,954 – 3,954

Provisions for disputes, liabilities and sundry charges 73,530 31,941 41,589 18,875 – – –426 –1,256 26 –49 –43 5,262 95,919 37,047 58,872

77,093 31,941 45,152 18,972 – – –426 –1,256 320 –49 –43 5,262 99,873 37,047 62,826

Total provisions 1,202,323 1,030,769 171,554 216,630 23,624 –6,177 –426 –204,997 631 1,702 –28,655 28,024 1,232,679 1,054,453 178,226

(1) Includes Autostrada Torino-Savona’s contribution reported in the income statement under “Profit/(Loss) from discontinued operations”, as required by IFRS 5.

102


7.15 Financial liabilities (non–current) / E13,007,350 thousand (E10,347,201 thousand) (current) / E1,030,356 thousand (E666,799 thousand)

Medium/long–term borrowings (non–current) / E13,007,350 thousand (E10,347,201 thousand) (current) / E377,712 thousand (E449,588 thousand)

The following tables provide an analysis of medium/long–term financial liabilities. In particular, the following tables show:a) an analysis of the balance by maturity (current and non–current portions);

(E000) Note 30.06.2012 31.12.2011 Par value carrying

amountcurrent portion

Non–current portion

Par value carrying amount

current portion

Non–current portion

Medium/long–term borrowings

Bond issues (1) (2) 9,182,165 9,090,680 13,361 9,077,319 7,649,176 7,507,101 – 7,507,101

Bank borrowings (2) 3,827,321 3,805,770 225,504 3,580,266 2,749,231 2,729,174 195,117 2,534,057

Other borrowings 94,672 80,211 4,607 75,604 73,748 58,986 3,012 55,974

Medium/long–term borrowings (1) 3,921,993 3,885,981 230,111 3,655,870 2,822,979 2,788,160 198,129 2,590,031

Derivative liabilities (3) 274,161 – 274,161 252,065 1,996 250,069

Accrued expenses on medium/long–term financial liabilities

134,214 134,214 – 249,443 249,443 –

Other financial liabilities 26 26 – 20 20 –

other medium/long–term financial liabilities

134,240 134,240 – 249,463 249,463 –

Total 13,385,062 377,712 13,007,350 10,796,789 449,588 10,347,201

(1) Financial instrument classified as a financial liability measured at amortised cost in accordance with IAS 39.(2) Details of hedged liabilities are contained in note 9.2.(3) Instruments classified as hedging derivatives in accordance with IAS 39 and in level 2 of the fair value hierarchy.

b) the par value and carrying amount (excluding accrued interest at the end of the period and derivative financial instruments with negative fair values), by issue currency with, for each currency, the average and effective interest rate for each liability;

(E000) 31.12.2011 30.06.2012 Par value carrying amount Par value carrying amount Average cost

to 30.06.2012 (1)Effective

interest rate as at 30.06.2012

Euro (EUR) 9,146,491 9,103,605 10,096,779 10,031,634 4.77% 4.69%

Pound sterling (GBP) 750,000 587,526 750,000 609,098 5.99% 6.48%

Yen (JPY) 149,176 198,979 149,176 199,123 5.30% 5.48%

Zloty (PLN) 126,889 108,377 128,387 110,737 7.11% 8.01%

Peso (CLP)/unidad de fomento (UF) 226,040 223,953 1,391,968 1,442,107 6.90% 6.38%

Real (BRL) 73,064 72,328 579,417 575,531 14.92% 11.10%

Dollar (USD) 495 493 8,431 8,431 5.25% 5.25%

Total 10,472,155 10,295,261 13,104,158 12,976,661 5.11%

(1) Includes interest and foreign exchange hedging costs.

c) changes in par value during the period.

(E000) Par value as at

31.12.2011

New borrowings

repayments currency translation differences

reclassifica– tions to

liabilities included

in disposal groups

other changes


consolidation

Par value as at

30.06.2012

Bond issues 7,649,176 1,329,994 –651,627 16,045 – – 838,577 9,182,165

Bank borrowings 2,749,231 704,820 –246,848 31,549 –44,061 13,656 618,974 3,827,321

Other borrowings 73,748 – –2,184 3,098 – 11,262 8,748 94,672

Total 10,472,155 2,034,814 –900,659 50,692 –44,061 24,918 1,466,299 13,104,158

103

Notes

The Group uses derivative financial instruments to hedge the risks associated with certain financial liabilities, including interest rate swaps (IRS) and Cross Currency Swaps (CCS), which are classified as cash flow hedges pursuant to IAS 39. The market value of the above hedging instruments as at 30 June 2012 is recognised in “Derivative liabilities” and “Derivative assets”.More detailed information on financial risks and the manner in which they are managed, in addition to details of outstanding financial instruments, is contained in note 9.2 “Financial risk management”.

Bond issues (non–current) / E9,077,319 thousand (E7,507,101 thousand) (current) / E13,361 thousand (E–)

(E000) Maturity 30.06.2012 31.12.2011carrying amount (1) Fair value carrying amount (1) Fair value

Bond issues

– listed fixed rate from 2013 to 2032 8,267,435 8,249,715 7,308,122 7,358,747

– listed floating rate 2013 575,531 579,417 – –

– unlisted fixed rate from 2022 to 2038 247,714 342,855 198,979 260,943

Total 9,090,680 9,171,987 7,507,101 7,619,690

(1) The medium/long–term financial liabilities shown in the table include both current and non–current portions.

This item principally refers to bonds issued by the Parent Company as part of its E10 billion Medium Term Note (MTN) Programme.

The E1,583,579 thousand increase was predominantly caused by:a) the issue of new floating rate CDIs plus 2.25% spread at 30 June 2012, totalling E575,531 thousand, by the Brazilian

companies, Rodovias das Colinas (E332,030 thousand) and Triangulo do Sol (E243,501 thousand), repayable on 23 October 2013, as part of the above transaction in Brazil;

b) the issue of certain project bonds denominated in unidad de fomento (UF), totalling E526,551 thousand, by Costanera Norte (E350,337 thousand) with a real coupon of 5.21% repayable by 2016 and a real coupon of 5.71% repayable by 2024, and by Vespucio Sur (E176,214 thousand), with a real coupon of 4.50% repayable by 2028;

c) new bond issues by Atlantia face values of E986,984 thousand (paying coupon interest of 4.5% and maturing in 2019) and E35,000 thousand (paying coupon interest of 4.8% and maturing in 2032), and subscription of a Zero Coupon Note with a par value of E48,591 thousand (maturing in 2032), partly offset by the partial buyback (E636,100 thousand) of bonds ahead of their maturity in 2014.

The fair value of listed bonds was measured on the basis of closing market prices, whilst the fair value of other unlisted obligations was measured by discounting expected future cash flows using the period–end yield curve.

Medium/long–term borrowings (non–current) / E3,655,870 thousand (E2,590,031 thousand) (current) / E230,111 thousand (E198,129 thousand)

The non–current portion increased E1,065,839 thousand primarily as a result of the following:a) drawdown of the remaining E500,000 thousand par value medium to long tranche of the 2008 facility provided by

the European Investment Bank (EIB) to Autostrade per l’Italia. The interest rate is 4.596%, fixed, with final maturity in 2036;

b) consolidation of borrowings on the books of the recently acquired Chilean companies, totalling E359,841 thousand, and contributed by Litoral Central (floating rate: TAB 90 plus spread of 0.80% repayable by 2025), Nororiente (floating rate: TAB 180 plus spread of 0.80% repayable by 2031), and Vespucio Sur (real fixed rate of 5.91% repayable by 2028), and bank financing provided to the intermediate holding company, Grupo Costanera, totalling

104


E273,649 thousand, which includes a unidad de fomento (UF) loan of E101,349 thousand at a real fixed rate of 5.3655% repayable in 2013, and other floating rate loans totalling E172,300 thousand priced at 1.39% over TAB 90, repayable in 2022.

The current portion increased by E31,982 thousand, primarily representing the net of the reclassification to the current portion of amounts repayable during the next twelve months (E160,624 thousand) and the consolidation of loans on the books of the recently acquired companies (E101,603 thousand), less repayments during the period of E249,010 thousand being the current portion of medium/long–term borrowings.

The Term Loan Facility agreement (E594,210 thousand as at 30 June 2012) imposes certain covenants with which Autostrade per l’Italia must comply over the term of the facility and which have never been breached.The covenants are in the form of minimum ratios: cash flow from operations (CFO)/net financial expenses and cash flow from operations (CFO)/net debt and equity. The method of selecting the variables to compute the rations is specified in detail in the loan agreement.

Derivative liabilities (non–current) / E274,161 thousand (E250,069 thousand) (current) / E– (E1,996 thousand)

This item represents fair value losses on outstanding derivatives as at 30 June 2012, classified as cash flow hedges or fair value hedges depending on the hedged risk, as required by IAS 39.

The non–current portion includes:a) the Cross Currency Interest Rate Swap (CCIRS) obtained by Atlantia to hedge the rate and foreign exchange risk of

a medium to long–term, par value of £ 500,000 thousand bond issue, the fair value of which (E175,923 thousand) includes euro/pound sterling foreign exchange differences of E130,270 thousand offset against the underlying liability;

b) interest rate swaps (E98,238 thousand) entered into by certain Group companies to hedge interest rate risk on existing and highly probable future non–current financial liabilities (indexed at market rates).

Further details of derivative financial instruments entered into by the Group for hedging purposes are contained in note 9.2 “Financial risk management”.

Other medium/long–term financial liabilities (non–current) / E– (E–) (current) / E134,240 thousand (E249,463 thousand)

The current portion of other medium/long–term financial liabilities decreased E115,223 thousand, essentially due to the payment of accrued interest during the period on medium/long–term financial liabilities and the differentials on hedging derivatives.

Short–term borrowings / E652,644 thousand (E217,211 thousand)

The E435,433 thousand increase in short–term borrowings was primarily due to:a) a E383,452 increase in short–term borrowing brought about by drawdowns of new borrowings by Autostrade

per l’Italia (E80,000 thousand), Autostrade Meridionali SpA (E110,000 thousand), Autostrade Concessões e Participações Brasil Limitada (E65,922 thousand) and the newly consolidated short–term borrowings of Rodovias das Colinas (E113,609 thousand);

b) the E42,152 thousand increase in other borrowings primarily due to the consolidation of Nascentes das Gerais’s short–term borrowings of E39,873 thousand;

c) recognition of the negative fair value of E14,290 thousand on non–deliverable forwards, initially maturing on 20 July 2012, classified as a net invest hedge in accordance with IAS 39 in connection to the forward sale Chilean pesos to hedge the translation risk of certain assets located in Chile.

105

Notes

Net debt (CESR Recommendation of 10 February 2005)

The following table contains an analysis of consolidated net debt with amounts payable to and receivable from related parties, as required by CONSOB Ruling DEM/6064293 of 28 July 2006, which refers to the CESR Recommendation of 10 February 2005 “Recommendations for the consistent implementation of the European Commission’s regulation on financial prospectuses”.For items not explained in this note 7.15 please refer to the notes indicated in the table.

(Em) Note 30.06.2012 31.12.2011

Non–current financial liabilities 13,007.4 10,347.2

Bond issues 9,077.3 7,507.1

Medium/long–term borrowings 3,655.9 2,590.0

Derivative liabilities 274.2 250.1

current financial liabilities 1,075.8 666.8

Bank overdrafts 13.9 10.2

Short–term borrowings 544.7 161.2

Current portion of medium/long–term borrowings 377.7 449.6

Derivative liabilities 14.3 –

Intercompany current account payables due to unconsolidated Group companies 33.2 41.4

of which due to related parties 33.2 41.4

Other financial liabilities 46.5 4.4

Financial liabilities related to discontinued operations 7.11 45.5 –

Total financial liabilities 14,083.2 11,014.0

cash and cash equivalents –405.2 –619.9

Cash 7.8 –143.9 –338.1

Cash equivalents 7.8 –260.0 –281.7

Intercompany current account payables to unconsolidated group companies 7.8 0.3 –

Cash and cash equivalents related to discontinued operations 7.11 –1.6 –0.1

other current financial assets –562.7 –223.6

Current portion of medium/long–term financial assets 7.4 –2.9 –32.8

Current financial assets deriving from concessions 7.4 –24.4 –7.3

Current financial assets deriving from government grants 7.4 –101.7 –51.0

Term deposits convertible within 12 months 7.4 –284.8 –76.6

Other financial assets 7.4 –67.6 –54.2

Financial assets held for sale and related to discontinued operations 7.11 –81.3 –1.7

Total current financial assets –967.9 –843.5

(Net funds)/Net debt in accordance with the cESr recommendation of 10 Feb 2005 13,115.3 10,170.5

Non–current financial assets –2,145.9 –1,200.3

Non–current financial assets deriving from concession rights 7.4 –1,201.8 –452.3

Current financial assets deriving from government grants 7.4 –155.8 –238.7

Term deposits convertible after 12 months 7.4 –306.5 –290.3

Derivative assets 7.4 –12.5 –27.7

Other financial assets 7.4 –469.3 –191.3

of which due from related parties –110.0 –110.0

Net debt 10,969.4 8,970.2

106


7.16 Other non–current liabilities / E110,178 thousand (E66,180 thousand)

The E43,998 thousand increase for the period is essentially a result of the recognition of amounts payable to the grantors of concessions and deferred income deriving from investment to be carried out by the newly consolidated Chilean and Brazilian companies (E46,670 thousand).

7.17 Trading liabilities / E1,495,278 thousand (E1,490,460 thousand)

The balance as at 30 June 2012 is substantially in line with 31 December 2011. The E82,865 thousand increase in tolls in the process of settlement and payables to operators of interconnecting motorways was a result of the payment terms agreed with other motorway operators, whilst the E45,877 increase in deferred income reflects the issue of pro forma invoices to service areas, telephone operators and Viacard subscribers, partially offset by a decrease in trade payables and the payment of invoices received at the end of 2011 for contract work in progress to accelerate network construction.

(E000) 30.06.2012 31.12.2011 Increase/(Decrease)

Trade payables 774,989 902,200 –127,211

Payable to operators of interconnecting motorways 527,180 489,631 37,549

Tolls in the process of settlement 139,376 94,060 45,316

Contract work in progress 633 1,086 –453

Deferred income, accrued expenses and other trading liabilities 53,100 3,483 49,617

Total 1,495,278 1,490,460 4,818

7.18 Other current liabilities / E416,766 thousand (E493,833 thousand)

An analysis of other current liabilities is shown below.

(E000) 30.06.2012 31.12.2011 Increase/(Decrease)

Amounts payable to ANAS and the Ministry of the Economy and Finance

72,111 151,369 –79,258

Payable to staff 55,807 44,963 10,844

Guarantee deposits by users who pay by direct debit 54,083 56,607 –2,524

Social security contributions payable 50,763 41,001 9,762

Taxation other than income taxes 45,126 26,336 18,790

Payable to expropriated companies 43,217 57,585 –14,368

Other current liabilities 95,659 115,972 –20,313

Total 416,766 493,833 –77,067

The decrease for the period was primarily due to the payment of amounts owing to ANAS and the Ministry of the Economy and Finance during the period, principally by Autostrade per l’Italia.

8. Notes to the consolidated income statement

This section contains analyses of the most important income statement items. Amounts for the first half of 2011 are shown in brackets. As previously explained with regard to comparatives, the income statement for the first half of 2012 has benefitted from consolidation of the Brazilian motorway operator, Triangulo do Sol, from 1 July 2011 and of other Chilean companies from 1 April 2012.Autostrada Torino–Savona’s contribution to the consolidated income statement for the first half of 2012 is reported in “Profit/(Loss) from discontinued operations”, as required by IFRS 5 “Non–current Assets Held for Sale and Discontinued Operations”, rather than included in each component of the consolidated income statement for continuing

107

Notes

operations. In compliance with IFRS 5, the 2011 comparative of the company’s contribution to income has, consequently, been reclassified from the figures reported in the interim report for the six months ended 30 June 2011.

8.1 Toll revenue / E1,562,935 thousand (E1,538,759 thousand)

“Toll revenue” of E1,562,935 thousand is a total of E24,176 thousand or 1.6% up on the first half of 2011 (E1,538,759 thousand). The increase was primarily attributable to the consolidation of Triangulo do Sol (E64,157 thousand) and the newly consolidated Chilean companies from 1 April 2012 (E32,111 thousand).

On a like–for–like basis toll revenue is down E72.2 million (4.7%), reflecting a combination of:a) the decline in traffic on the Italian network, primarily as a result of the ongoing economic downturn, resulting in an

estimated reduction of 6.5% (reducing revenue by E85.1 million), partially offset by the positive effect of the extra day in February 2012, a leap year, which accounted for an increase of around 0.5% in traffic during the first half (resulting in additional toll revenue of approximately E6.7 million), but worsened by exceptionally bad weather, with a series of very heavy snowfalls during the first two months of 2012, and the lorry drivers’ strike at the end of January 2012, which overall resulted in a 2.0% (E25.9 million) reduction in toll revenue;

b) the reduced contribution of toll increases matching the increased concession fees payable by Italian operators, resulting in a decrease of E14.4 million compared with the first half of 2011, with a reduction of 8.0% linked to the fall in traffic;

c) application of annual toll increases by the Group’s Italian operators from 1 January 2012 (a rise of 3.51% in Autostrade per l’Italia’s case), boosting toll revenue by an estimated E40.6 million.

8.2 Revenue from construction services / E472,095 thousand (E404,286 thousand)

An analysis of this revenue is shown below.

(E000) H1 2012 H1 2011 Increase/(Decrease)

Services for which additional economic benefits are received 342,368 367,822 –25,454

Revenue from investments in financial concession rights 109,744 – 109,744

Government grants for services for which no additional economic benefits are received

19,983 36,464 –16,481

Total 472,095 404,286 67,809

Revenue from construction services relates to work performed during the period and has increased compared the first half of 2011, primarily due to construction in connection with the commencement of work on the Eco–Taxe project. In line with the accounting model adopted pursuant to IFRIC 12, this revenue, which represents the consideration for services rendered, is recognised at fair value based on total costs incurred, represented by operating costs and financial expenses. Moreover, in the first half of 2012 the Group carried out additional construction services for which no additional benefits are received, amounting to E208,638 thousand, for which the Group made use of a portion of the specifically allocated “Provisions for construction services required by contract”. This is accounted for as a reduction in operating costs for the period, as explained in note 8.9.Details of investment in motorway infrastructure for the period are provided in note 7.2, above.

8.3 Contract revenue / E25,090 thousand (E28,818 thousand)

Contract revenue is determined on the basis of the stage of completion of contracts and includes the change in work in progress. Contract revenue for the year was less than the first half of 2011 due to a reduction in work carried out by Pavimental for external customers.

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8.4 Other operating income / E294,599 thousand (E276,500 thousand)

An analysis of other operating income is provided below:


Revenue from service areas 115,360 122,997 –7,637

Revenue from Telepass and Viacard fees 60,472 57,775 2,697

Maintenance revenue 17,851 14,266 3,585

Revenue on the sale of technology devices and services 12,684 6,597 6,087

Advertising revenue 2,348 5,548 –3,200

Other recurring operating income 77,487 66,877 10,610

Other non–recurring operating income 8,397 2,440 5,957

Total 294,599 276,500 18,099

Other operating income is E18,099 thousand or 6.5% up on the first half of 2011 due to consolidation of Triangulo do Sol (E2,319 thousand), the Chilean companies consolidated from 1 April 2012 (E5,102 thousand), a E18,315 increase in other income, primarily at Autostrade per l’Italia and particularly in connection with the in–house production of electricity and non–recurring income, and Autostrade Tech’s increased toll equipment revenues. These increases were partially offset by lower service area royalties, which were down E7,637 thousand.

8.5 Raw and consumable materials / E–151,107 thousand (E–164,411 thousand)

Raw and consumable materials consist of purchases plus changes in inventories of raw and consumable materials. The decrease for the first half of 2012 was due to a decrease in production volumes by Pavimental which was partially offset by the consolidation of Triangulo do Sol and the increased winter operating costs caused by heavy snowfall on the Italian network in the first two months of 2012.

8.6 Service costs / E–682,618 thousand (E–607,035 thousand)

An analysis of service costs is provided below:


Construction and similar –421,457 –444,953 23,496

Professional services –120,429 –37,977 –82,452

Transport and similar –45,988 –33,605 –12,383

Utilities –24,988 –21,882 –3,106

Insurance –10,889 –10,690 –199

Statutory Auditors’ fees –562 –601 39

Other services –58,305 –57,327 –978

Total –682,618 –607,035 –75,583

The increase in service costs was primarily a result of the increase in the costs incurred by Ecomouv D&B for professional services incurred in connection with the Eco–Taxe project.As noted above, in line with the accounting policy adopted through application of IFRIC 12, revenue from construction services is recognised in line with the payments for external services, personnel expense and financial expenses (relating to investment in construction services for which additional economic benefits are received under the relevant concession arrangements). Provisions for construction services required by contract are also released in line with payments for construction services for which no additional benefits are received.

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Notes

8.7 Personnel expense / E–336,121 thousand (E–310,402 thousand)

An analysis of personnel expense is shown below.


Wages and salaries –242,051 –227,019 –15,032

Social security contributions –69,863 –67,196 –2,667

Post–employment benefits (including payments to supplementary pension funds or to INPS)

–12,302 –11,696 –606

Directors’ fees –2,584 –3,221 637

Other staff costs –11,780 –2,039 –9,741

Gross personnel expense –338,580 –311,171 –27,409

Capitalised staff costs for activities not related to concession assets 2,459 769 1,690

Total –336,121 –310,402 –25,719

Personnel expense, before deducting capitalised costs, of E338,580 thousand are up E27,409 thousand (8.8%) on the first half of 2011. After stripping out the release, in the first half of 2011, of surplus provisions following closure of the three–year management incentive plan for the period 2008–2010, the increase is E18,777 thousand or 5.9%, which is a result of:a) the first–time consolidation of the Chilean operators, Triangulo do Sol and the French companies involved in the

Eco–Taxe project and the expansion of Giove Clear’s operations (up 4.3%);b) a like–for–like reduction in the average workforce of 33 (down 0.3%);c) a like–for–like increase in the average unit cost (up 1.9%), primarily due to contract renewals at the


The following table shows the average number of permanent and temporary employees by category as noted in the section on Human Resources:

(Average workforce) H1 2012 H1 2011 Increase/(Decrease)

Senior managers 197 176 21

Middle managers and administrative staff 5,423 4,916 507

Toll collectors 2,930 2,817 113

Manual workers 2,205 1,814 391

Total 10,755 9,723 1,032

Personnel expense for the first six months of 2012 include E1,105 thousand, with a double entry in equity, corresponding to the fair value of share options vesting during the period under the incentive plans more fully described in note 7.12.

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8.8 Other operating costs / E–262,393 thousand (E–257,021 thousand)

An analysis of other operating costs is shown below:


Concession fees –205,682 –218,912 13,230

Provisions –18,875 –3,915 –14,960

Grants and donations –12,078 –15,943 3,865

Lease expense –10,606 –9,448 –1,158

Change in provisions for the repair and replacement of assets to be handed over

7,623 9,234 –1,611

Direct and indirect taxes –5,057 –4,904 –153

Other recurring operating costs –13,113 –8,058 –5,055

Other non–recurring operating costs –4,605 –5,075 470

Total –262,393 –257,021 –5,372

The E5,372 thousand increase in other operating costs is primarily a result of Autostrade per l’Italia’s provisioning for pending court costs and the increased compensation payments, partly offset by the reduction in concession fees payable to ANAS as a result of falling traffic volumes.

8.9 Use of provisions for construction services required by contract / E208,638 thousand (E230,222 thousand)

The releases were in connection with the completion, in the first half of 2012, of construction services required by contract with no additional economic benefits, less accrued grants (recognised in revenue from construction services, as explained in note 8.2). Such releases are effectively an indirect adjustment to construction costs classified by nature and incurred by the Group’s operators subject to such contractual obligations.The decrease compared to the first six months of 2011 was due to the approaching completion of work on the Variante di Valico and the Florence North–Florence South section, partially offset by the commencement of work on the Barberino–Florence North section.Further information on construction services and capital expenditure in the first half of 2012 is provided in notes 7.2 and 8.2.

8.10 (Impairment losses) and reversals of impairment losses / E–7,966 thousand (E–4,485 thousand)

The charge for the first half of 2012 essentially relates to the E6,066 thousand impairment of certain financial assets deriving from concession rights in connection with the estimated value of takeover rights attributable to Autostrade Meridionali, and which may not be realisable at the end of the concession term.

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Notes

8.11 Financial income/(expenses) / E–171,931 thousand (E–371,191 thousand) Financial income / E309,132 thousand (E62,095 thousand) Financial expenses / E–479,536 thousand (E–435,629 thousand) Foreign exchange gains/(losses) / E–1,527 thousand (E2,343 thousand)

An analysis of financial income and expenses is shown below.


Gains on the restatement of investments at fair value 171,065 – 171,065

Income from transactions in derivative financial instruments 22,617 19,545 3,072

Interest and fees on bank and post office deposits 19,908 26,714 –6,806

Income from discounting to present value 18,658 7,738 10,920

Gain on disposal of investment in IGLI 60,971 – 60,971

Other financial income 15,850 7,997 7,853

Financial income 309,069 61,994 247,075

Dividends received from investee companies 63 101 –38

Financial income 309,132 62,095 247,037

Expenses from discounting of provisions for construction services required by contract and other provisions

–72,901 –89,065 16,164

Interest on bonds –249,381 –210,990 –38,391

Losses on derivative financial instruments –37,981 –64,034 26,053

Interest on medium/long–term borrowings –66,745 –38,486 –28,259

Impairments of investments accounted for at cost or fair value –19,039 –25,000 5,961

Interest and fees on bank and post office deposits –1,017 –462 –555

Other financial expenses –32,472 –7,592 –24,880

other financial expenses –406,635 –346,564 –60,071

Financial expenses –479,536 –435,629 –43,907

Foreign exchange gains 24,917 43,184 –18,267

Foreign exchange losses –26,444 –40,841 14,397

Foreign exchange gains/(losses) –1,527 2,343 –3,870

Total –171,931 –371,191 199,260

“Net financial expenses” of E171,931 thousand are E199,260 thousand or 53.7% down on the previous first half (E371,191 thousand), reflecting recognition of a non–recurring gain of E171,065 thousand on the 45.765% interest in Autostrade Sud America held prior to assuming control.

After stripping out the gain, financial expenses are down E28,195 thousand, primarily due to a combination of:a) the recognition of non–recurring financial items linked to the performance of investments, with a positive

overall impact of E66,971 thousand, including the gain (E60,971 thousand) realised on the sale of the investment in IGLI and the reduced impairment loss (E19,000 thousand in the first half of 2012, compared with E25,000 thousand in the first half of 2011) on the carrying amount of the investment in Alitalia – Compagnia Aerea Italiana;

b) a E16,164 thousand reduction in expenses from discounting provisions to present value, primarily because of a downward shift in the yield curve used for the discounting of provisions as at 31 December 2011;

c) a E8,837 thousand reduction in net interest expense, essentially due to the decrease in interest payable on the prefinancing for redemption of the bond issue with a par value of E2,000 million in June 2011;

d) a E32,361 thousand increase in financial expenses relating to the premium paid on the partial buyback, in the first half of 2012, of bonds issued by Atlantia and maturing in 2014;

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e) increased interest expense and debt servicing costs linked to funding for the acquisition of 50% of the Chilean company, Nueva Inversiones (up E14,086 thousand, at the same time as the acquisition, in June 2011, of 50% of the motorway operators, Vespucio Sur and Litoral Central), progress on the Eco–Taxe project (up E7,640 thousand) and consolidation of Triangulo do Sol (up E11,086 thousand).

8.12 Share of profit/(loss) of associates and joint ventures accounted for using the equity method / E1,425 thousand (E13,931 thousand)

The share of the profit/(loss) of associates and joint ventures accounted for using the equity method has resulted in a gain of E1,425 thousand, compared with the E13,931 thousand gain recognised in the first half of 2011. The increase compared with the first half of 2011 was primarily caused by the consolidation of the results of Autostrade Sud America (E2,853 thousand in the first half of 2012 since it was consolidated from 1 April 2012, compared with E9,164 thousand for 2011) and Triangulo do Sol (E5,563 thousand for the first half of 2011 alone, since it was consolidated from 1 July 2011).

8.13 Income tax (expense)/benefit / E–170,214 thousand (E–202,778 thousand)

A comparison of the tax charges for the two years is shown below:


IRES –98,037 –114,753 16,716

IRAP –41,621 –45,116 3,495

Other taxes –17,339 –1,554 –15,785

current tax expense –156,997 –161,423 4,426

Recovery of previous years’ income taxes 1,301 99,240 –97,939

Previous years’ income taxes –775 –1,475 700

Differences on current tax expense for previous years 526 97,765 –97,239

Provisions 105,859 45,180 60,679

Releases –90,061 –94,256 4,195

Changes in prior year estimates 10,143 –96,171 106,314

Deferred tax income 25,941 –145,247 171,188

Provisions –44,818 –2,851 –41,967

Releases 13,984 8,978 5,006

Changes in prior year estimates –8,850 – –8,850

Deferred tax expense –39,684 6,127 –45,811

Total –170,214 –202,778 32,564

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Notes

Tax expense decreased E32,564 or 16.1% compared with the first half of 2011 due to lower taxable income, after taking account of the impact of the performance of investments and the fair value gain on the previous interest in Autostrade Sud America.

Tax expense for the first half of 2011 reflected the impact of the Ministerial Decree of 8 June 2011 (as provided for by the so–called Milleproroghe, or “Thousand postponements”, legislation), of the response, received on 9 June 2011, to the request for a ruling submitted to the Italian tax authorities by Autostrade per l’Italia in 2010 and, lastly, of Law 111 of 15 July 2011, containing urgent measures to promote financial stability. The recovery of prior year income tax primarily related, consequently, to Autostrade per l’Italia assessments actually paid on 2010 income as a result of the changes in legislation. The savings were almost entirely offset by the changes in estimated deferred tax assets and liabilities pursuant to IFRIC 12.

8.14 Profit/(Loss) from discontinued operations / E7,094 thousand (E108,072 thousand)


Operating income 36,948 130,242 –93,294

Operating costs –25,476 –99,056 73,580

Financial income 39 1,035 –996

Financial expenses –832 –14,636 13,804

Tax expense –3,585 –7,092 3,507

Net contribution to IFrS profits of discontinued operations 7,094 10,493 –3,399

After–tax gain on sale of Strada dei Parchi – 96,690 –96,690

other net profit/(loss) from discontinued operations – 889 –889

Profit/(loss) from discontinued operations 7,094 108,072 –100,978

The figure for the first half of 2012 relates exclusively to the result of Autostrada Torino–Savona, which, as explained above, and in compliance with IFRS 5, is recognised in this account rather than in the relevant consolidated income statement line items, whereas amounts for the first half of 2011 included Strada dei Parchi and Società Autostrada Tirrenica, which were deconsolidated in the first and second halves of 2011, respectively.The first half of 2011 also included the E96,690 thousand gain on the disposal of the controlling interest in Strada dei Parchi, including the effect of the fair value measurement of the residual 2% interest on which the Toto Costruzioni Generali held a purchase option.

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8.15 Earnings per share

The following table shows the calculation of basic and diluted earnings per share with comparative amounts.As required by IAS 33, the weighted average number of shares in issue used for the first half of 2011 and the computation of diluted earnings was revised to take account of Atlantia’s bonus issue in April 2012, as described in note 7.12 above. The weighted average of diluted shares for the first half of 2011 was determined with reference to existing share based payment plans as at 30 June 2011, taking the fair value of continuing employment services and average share prices into account.

H1 2012 H1 2011

Number of shares outstanding 661,827,592 661,827,592

Weighted average of treasury shares in portfolio –13,285,616 –13,285,616

Weighted average of shares outstanding for the calculation of basic earnings per share 648,541,976 648,541,976

Weighted average diluted shares held under share based payment plans 92,182 167,982

Weighted average of all shares outstanding for the calculation of diluted earnings per share 648,634,158 648,709,958

Earnings for the year attributable to owners of the parent (E000) 485,933 436,838

Basic earnings per share (E) 0.75 0.67

Diluted earnings per share (E) 0.75 0.67

Profit from continuing operations attributable to owners of the parent (E000) 478,840 329,287

Basic earnings per share from continuing operations (E) 0.74 0.51

Diluted earnings per share from continuing operations (E) 0.74 0.51

Profit from discontinued operations attributable to owners of the parent (E000) 7,093 107,551

Basic earnings/(losses) per share from discontinued operations (E) 0.01 0.16

Diluted earnings/(losses) per share from discontinued operations (E) 0.01 0.16

9. Other financial information

9.1 Notes to the consolidated statement of cash flows

Consolidated cash flow in the first half of 2012, compared with the same period of the previous year, is analysed below and shown in the statement of cash flows included in the “Consolidated financial statements”.Cash flows during the first half of 2012 resulted in a E210.3 million decrease in cash compared with 31 December 2011, versus a net cash outflow of E1,742.0 million in the first half of 2011.

Cash flows from operating activities of E199.3 million for the first half of 2012 is E817.8 million less than for the first half of 2011 (E1,017.1 million), due principally to a reduction in cash flow from ordinary activities and differing contributions from working capital in the two comparative periods (a decrease of E451.6 million for the first half of 2012 and a E186.2 million increase in the first half of 2011). Cash in the first half of 2012 was essentially used to finance the increase in tolls billed on the last non–working day of June and collected from banks in early July. Cash inflows in the first half of 2011, on the other hand, were affected by lower tax expense on the recognition of IFRIC 12 for tax purposes and the increase in trading liabilities payable to suppliers and interconnecting motorway operators.

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Notes

Cash flows used in investing activities amount to E1,531.1 million, up E689.1 million on the first half of 2011 (E842.0 million). This essentially reflects:a) investment in motorway infrastructure operated under concession, after the related government grants

and the increases in takeover rights and in other financial assets resulting from capital expenditure (E543.4 million);

b) investments in consolidated companies, almost entirely with respect to the new Chilean and Brazilian companies, less their cash holdings (E556.9 million);

c) cash of E462.6 million used to finance the increase in current and non–current financial assets, resulting from subscription of a medium/long–term convertible bond issued by Bertin Empreendimentos, the parent of SPMAR, and a deposit for a loan which will be disbursed by 2013 by that company.

Cash of E634.5 million in the first half of 2011 was essentially used for motorway assets, less related grants and the amounts used to increase takeover and other rights, and cash of E307.7 million for investments (principally made by the Chilean Inversiones Autostrade Holding do Sur for its subscription of 50% of the shares in Nueva Inversiones). The cash generated from the decrease in current and non–current financial assets, on the other hand, was essentially a result of the release of term bank deposits due to prior investment and increased grants for the period.

Net cash of E1,122.1 million in the first half of 2012 was generated by financing activities primarily because of Atlantia’s new bond issue and the drawdown of the remaining tranche of the facility provided by the European Investment Bank (EIB), partially offset by early redemption of a high percentage of the bond issue redeemable in 2014. Cash used in the comparative period was primarily in connection with the redemption of a E2,000 million bond issue in June 2011.

The following table shows the net total cash flows of consolidated companies, the results of which are reported in “Profit/(Loss) from discontinued operations”, as explained in note 8.14. This cash is included in the consolidated statement of cash flows under operating, investing and financing activities.

(E000) H1 2012 H1 2011

Net cash generated from/(used in) operating activities 518 30,923

Net cash generated from/(used in) investing activities 6,619 –51,422

Net cash generated from/(used in) financing activities –10,100 98,586

9.2 Financial risk management

The Atlantia Group’s financial risk management objectives and policies

In the normal course of business, the Atlantia Group is exposed to:a) market risk, principally linked to the effect of movements in interest and foreign exchange rates on financial assets

acquired and financial liabilities assumed;b) liquidity risk, with regard to ensuring the availability of sufficient financial resources to fund the Group’s operating

activities and repayment of the liabilities assumed;c) credit risk, linked to both ordinary trading relations and the likelihood of defaults by financial counterparties.

The Atlantia Group’s financial risk management strategy is derived from and consistent with the business goals set by the Atlantia Board of Directors that are contained in the various strategic plans approved by the Board. The strategy aims to both manage and control such risks.

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Market risk

The adopted strategy for each type of risk aims, wherever possible, to eliminate interest rate and currency risks and minimise borrowing costs, whilst taking account of stakeholders’ interests, as defined in the Financial Policy as approved by Atlantia’s Board of Directors.Management of these risks is based on prudence and best market practice.

The main objectives set out in this policy are as follows:a) to protect the scenario forming the basis of the strategic plan from the effect of exposure to currency and interest rate

risks, identifying the best combination of fixed and floating rates;b) to pursue a potential reduction of the Group’s borrowing costs within the risk limits determined 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.

The Group’s hedges outstanding as at 30 June 2012 are classified either as cash flow or net investment hedges in accordance with IAS 39.The fair value of financial derivative 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 residual average term to maturity of the Group’s debt as at 30 June 2012 was approximately 7 years. The average cost of medium to long–term debt for 2012 is, so far, 5.1%. Monitoring is, moreover, intended to assess, on a continuing basis, counterparty creditworthiness and the degree of risk concentration.

a) Interest rate risk

Interest rate risk is linked to uncertainty regarding the performance of interest rates, and takes two forms:a) cash flow risk: linked to financial assets and liabilities with cash flows indexed to a market interest rate. In order

to reduce floating rate debt, the Group has entered into interest rate swaps (IRS), classified as cash flow hedges. The hedging instruments and the underlying financial liabilities have matching terms to maturity and notional amounts. Tests have shown that the hedges for the year were fully effective. Changes in fair value are recognised in the statement of comprehensive income, with no recognition of any ineffective portion in the income statement. Interest income or expense deriving from the hedged instruments is recognised simultaneously in the income statement;

b) fair value risk: the risk of losses deriving from an unexpected change in the value fixed rate financial assets and liabilities following an unfavourable shift in the market yield curve. There were no hedges on the books as at 30 June 2012 that could be classified as fair value hedges in accordance with IAS 39.

As a result of cash flow hedges, 90% of interest bearing debt is fixed rate.

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Notes

b) Currency risk

Currency risk can result in the following types of exposure:a) economic exposure incurred through purchases and sales denominated in currencies other than the company’s

functional currency;b) translation exposure through equity investments in subsidiaries and associates whose financial statements are

denominated in a currency other than the euro;c) transaction exposure incurred by making deposits or obtaining loans in currencies other than the currency in which

financial statements are denominated.

The prime objective of the Group’s currency risk management is to minimise transaction exposure through the assumption of liabilities in currencies other than the euro. Cross currency swaps (CCIRS) with notional amounts and maturities matching those of the underlying financial liabilities were entered into specifically to eliminate the currency risk to which the sterling and yen denominated bonds are exposed. These swaps also qualify as cash flow hedges and tests have shown that they are fully effective.27% of Group debt is denominated in currencies other than the euro. Taking account of foreign exchange hedges and the proportion of debt denominated in the local currency of the country in which the relevant Group company operates (around 16%), the Group is not exposed to currency risk on translation into euros.Non–deliverable forwards were arranged in March 2012, initially maturing on 20 July 2012, have been classified as a net investment hedges in accordance with IAS 39 in connection with the forward sale of Chilean pesos to hedge the translation risk of certain assets and investments located in Chile.

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The following table summarises outstanding derivative financial instruments as at 30 June 2012 (compared with 31 December 2011) and shows the corresponding market value and the hedged financial asset or liability.

Type (E000) Purpose of hedge currency 31.12.2011 30.06.2012 Hedged financial liabilityFair value

asset/(liability)Notional amount Fair value

asset/(liability)Notional amount Description Par value Term

cash flow hedges (1)

cross currency Swap currency fluctuations –160,356 899,176 –163,404 899,176

Cross Currency Swap Gbp –188,034 750,000 –175,923 750,000 Bond 2004–2022 (Gbp) 750,000 2004–2022

Cross Currency Swap Jpy 27,678 149,176 12,519 149,176 Bond 2009–2038 (Jpy) 149,176 2009–2038

Interest rate Swap Interest rate –64,031 1,192,789 –98,238 1,234,312

Interest Rate Swap Eur –32,665 640,000 –31,666 600,000 Term Loan Facility 600,000 2004–2015

Interest Rate Swap Eur –13,057 500,000 –33,145 500,000 Cassa Depositi e Prestiti 500,000 2011–2034

Interest Rate Swap Eur –16,266 11,601 –31,115 92,681 Project financings 91,797 2012–2024

Interest Rate Swap Eur –2,043 41,188 –2,312 41,631 50% Project Loan Agreement (Pln) 69,465 2008–2020

Total –224,387 2,091,965 –261,642 2,133,488

Net investment hedges

Non Deliverable Forward Currency Clp – – –14,290 (2) 610,204 Assets in Chile

Total – – –14,290 610,204

Total derivatives –224,387 2,091,965 –275,932 2,743,692

of which:

fair value (asset) 27,678 12,519

fair value (liability) –252,065 –288,451

(1) The fair value of cash flow hedges excludes accruals at the end of the reporting period.(2) The fair value of net investment hedges is reported under current financial liabilities.

Sensitivity analysis

Sensitivity analysis describes the impact that the interest rate and foreign exchange movements to which the Group is exposed would have had on the income statement and on equity during the year.

The interest rate sensitivity analysis is based on the exposure of derivative and non–derivative financial instruments at the end of the reporting period, assuming, in terms of the impact on the income statement, a 0.10% (10 bps) shift in the market yield curve at the beginning of the year, whilst, with regard to the impact of changes in fair value on equity, the 10 bps shift in the curve was assumed to have occurred at the measurement date. The results of the analyses were:a) in terms of interest rate risk, an unexpected and unfavourable 0.10% shift in market interest rates would have resulted

in a negative impact on the income statement, totalling E580 thousand, and on the statement of comprehensive income, totalling E6,889 thousand, before the related taxation;

b) in terms of currency risk, an unexpected and unfavourable 10% shift in the exchange rate would have resulted in a loss of E753 thousand in the income statement and of E152,213 thousand loss in the comprehensive income statement, reflecting the adverse effect on the after–tax results of the Group’s overseas companies and the change in the foreign currency translation reserve.

119

Notes

The following table summarises outstanding derivative financial instruments as at 30 June 2012 (compared with 31 December 2011) and shows the corresponding market value and the hedged financial asset or liability.

Type (E000) Purpose of hedge currency 31.12.2011 30.06.2012 Hedged financial liabilityFair value

asset/(liability)Notional amount Fair value

asset/(liability)Notional amount Description Par value Term

cash flow hedges (1)

cross currency Swap currency fluctuations –160,356 899,176 –163,404 899,176

Cross Currency Swap Gbp –188,034 750,000 –175,923 750,000 Bond 2004–2022 (Gbp) 750,000 2004–2022

Cross Currency Swap Jpy 27,678 149,176 12,519 149,176 Bond 2009–2038 (Jpy) 149,176 2009–2038

Interest rate Swap Interest rate –64,031 1,192,789 –98,238 1,234,312

Interest Rate Swap Eur –32,665 640,000 –31,666 600,000 Term Loan Facility 600,000 2004–2015

Interest Rate Swap Eur –13,057 500,000 –33,145 500,000 Cassa Depositi e Prestiti 500,000 2011–2034

Interest Rate Swap Eur –16,266 11,601 –31,115 92,681 Project financings 91,797 2012–2024

Interest Rate Swap Eur –2,043 41,188 –2,312 41,631 50% Project Loan Agreement (Pln) 69,465 2008–2020

Total –224,387 2,091,965 –261,642 2,133,488

Net investment hedges

Non Deliverable Forward Currency Clp – – –14,290 (2) 610,204 Assets in Chile

Total – – –14,290 610,204

Total derivatives –224,387 2,091,965 –275,932 2,743,692

of which:

fair value (asset) 27,678 12,519

fair value (liability) –252,065 –288,451

(1) The fair value of cash flow hedges excludes accruals at the end of the reporting period.(2) The fair value of net investment hedges is reported under current financial liabilities.

Sensitivity analysis

Sensitivity analysis describes the impact that the interest rate and foreign exchange movements to which the Group is exposed would have had on the income statement and on equity during the year.

The interest rate sensitivity analysis is based on the exposure of derivative and non–derivative financial instruments at the end of the reporting period, assuming, in terms of the impact on the income statement, a 0.10% (10 bps) shift in the market yield curve at the beginning of the year, whilst, with regard to the impact of changes in fair value on equity, the 10 bps shift in the curve was assumed to have occurred at the measurement date. The results of the analyses were:a) in terms of interest rate risk, an unexpected and unfavourable 0.10% shift in market interest rates would have resulted

in a negative impact on the income statement, totalling E580 thousand, and on the statement of comprehensive income, totalling E6,889 thousand, before the related taxation;

b) in terms of currency risk, an unexpected and unfavourable 10% shift in the exchange rate would have resulted in a loss of E753 thousand in the income statement and of E152,213 thousand loss in the comprehensive income statement, reflecting the adverse effect on the after–tax results of the Group’s overseas companies and the change in the foreign currency translation reserve.

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 Atlantia Group believes that its ability to generate cash, the ample diversification of its sources of funding and the availability of committed and uncommitted lines of credit provides access to sufficient sources of finance to meet its projected financial needs.

As at 30 June 2012 project debt allocated to individual companies amounts to E1,839 million, whilst at the same date the Group has cash reserves of E3,785 million, consisting of: a) E404 million in cash and/or investments maturing within 30 days;b) E591 million in term deposits allocated primarily to part finance the execution of specific construction services and to

service the debt of the Chilean companies;c) E2,790 million in undrawn committed lines of credit. In particular, the Group has obtained the following lines of

credit:1) E300 million of the loan obtained from the European Investment Bank in December 2010 (to be drawn down

until December 2014 and maturing in September 2036);2) E1,000 million of the loan granted by Cassa Depositi e Prestiti and Sace (to be drawn down until September

2014 and maturing in December 2024);3) E1,000 million available under a committed Revolving Credit Facility with Mediobanca acting as Agent Bank

(to be drawn down by May 2015 and maturing in June 2015);4) E490 million in the form of a Project Loan to finance the Eco–Taxe project being carried out by Ecomouv

(to be drawn down primarily by October 2013 and maturing in December 2024).

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Details of drawn and undrawn committed lines of credit are shown below:

Borrower (Em)

Facility Drawdown period Final maturity 31.12.2011Available Drawn undrawn

Autostrade per l’Italia Committed Revolving Credit Facility

May 2015 June 2015 1,000 – 1,000

Autostrade per l’Italia Medium/long–term committed EIB line – Tranche A

30.11.2012 31.12.2036 1,000 1,000 –

Autostrade per l’Italia Medium/long–term committed EIB line – Tranche B

31.12.2014 31.12.2036 300 – 300

Autostrade per l’Italia Medium/long–term committed CDB/EIB line

01.08.2013 19.12.2034 500 500 –

Autostrade per l’Italia Medium/long–term committed CDB/SACE line

23.09.2014 23.12.2024 1,000 – 1,000

Ecomouv Bridge Loan/Cassa Depositi 20.10.2013 01.12.2024 582 92 490

Total 4,382 1,592 2,790

Credit risk

The Group manages credit risk essentially through recourse to counterparties with high credit ratings and does not report significant credit risk concentrations in accordance with the Financial Policy.Credit risk deriving from outstanding derivative financial instruments can also be considered marginal in that the counterparties involved are major financial institutions.Provisions for impairment losses on individually material items, on the other hand, are established when there is objective evidence that the Group will not be able to collect all or any of the amount due. The amount of the provisions takes account of estimated future cash flows and the date of collection, any future recovery costs and expenses, and the value of any security and guarantee deposits received from customers. General provisions, based on the available historical and statistical data, are established for items for which specific provisions have not been made.

10. Other information

10.1 Analysis by geographical segment

The following table shows an analysis of the Group’s revenue and non–current assets by geographical segment.

(E000) revenue Non–current assets (*)

H1 2012 H1 2011 30.06.2012 31.12.2011

Italy 2,080,318 2,194,600 16,826,401 17,006,738

France 112,507 – 138 3,332

Brazil 69,383 662 1,527,582 578,033

Chile 48,567 8,110 2,264,533 19,883

United States 23,098 22,444 26,933 24,070

Poland 20,795 21,834 257,749 263,759

India 51 713 2 1

2,354,719 2,248,363 20,903,338 17,895,816

(*) Non–current assets do not include financial instruments, deferred tax assets, assets relating to post–employment benefits or rights deriving from insurance contracts.

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Notes

10.2 Guarantees

The Group had certain guarantees in issue to third parties as at 30 June 2012. These include, listed by importance:a) the guarantee issued by Atlantia in favour of credit institutions on behalf of Strada dei Parchi as a safeguard

against the impact on cash flow hedges of movements in interest rates. The amount of the guarantee, based on the fair value of the hedges, has been capped at E40,000 thousand as at 30 June 2011. Toto Costruzioni Generali is under an obligation to assume Atlantia’s guarantee obligations, as a result of its acquisition of the controlling interest in Strada dei Parchi, within 36 months from the date of the issuance of the guarantee, which was 27 November 2010, and has issued its counterindemnity for the amount of its obligation subject, however, to the above cap;

b) bank guarantees provided by Tangenziale di Napoli (E32,213 thousand) and Autostrada Torino-Savona (E31,205 thousand) to ANAS as required by the covenants in the concession arrangements between the two companies and the grantor;

c) Atlantia’s corporate counterindemnity issued on behalf of the subsidiary, Electronic Transaction Consultants Corporation, to the insurance companies which have issued performance bonds totalling E89,587 thousand for free–flow tolling projects.

Also as at 30 June 2012 the shares of certain of the Group’s overseas companies have been pledged to providers of project financing to the same companies, as have shares in Pune Solapur Expressways, Lusoponte and Bologna & Fiera Parking.

10.3 Contract reserves

Group companies’ contract reserves as at 30 June 2012 amount to E1,440 million.Any amount paid will substantially be recognised as an increase in the cost of intangible assets deriving from concession rights and subsequently amortised.In the case of other contract reserves not related to investing activities (contract work and maintenance), any future charges are covered by existing provisions for disputes.

10.4 Related party transactions

This section describes the Group’s principal related party transactions, as identified in accordance with the criteria defined in the Parent Company’s specific procedure for related party transactions entered into directly by the Company and/or through its subsidiaries in application of the CONSOB Regulation adopted with Resolution 17221 of 2010, as subsequently amended.Related party transactions do not include transactions of an atypical or unusual nature and are conducted on an arm’s length basis. The Atlantia Group did not engage in material transactions with its direct or indirect parents during the first half of 2012.The following tables show amounts in the income statement and statement of financial position generated by related party transactions, broken down by nature of the transaction (financial or otherwise).

122


Related party trading and other transactions

Name (Em) 30.06.2012 H1 2012 31.12.2011 H1 2011Assets liabilities Income Expenses Assets liabilities Income Expenses

Parents

Schemaventotto 11.5 – – – 11.5 – – –

Total parents 11.5 – – – 11.5 – – –

Associates

Società Autostrada Tirrenica 17.4 4.7 0.9 – 13.0 – – –

Bologna & Fiera Parking 1.1 – – – 1.1 – – –

Buro Centrum – – – 0.1 – – – –

Total associates 18.5 4.7 0.9 0.1 14.1 – – –

Affiliates

Autogrill 61.9 – 35.8 0.6 37.5 2.4 35.5 0.9

Benetton – – – – – 0.3 – –

Total affiliates 61.9 – 35.8 0.6 37.5 2.7 35.5 0.9

Pension funds (CAPIDI and ASTRI) – 5.4 – 6.9 – 5.2 – 6.5

Total pension funds – 5.4 – 6.9 – 5.2 – 6.5

Atlantia’s key management personnel (1) – 1.2 – 2.5 – 1.7 – 2.4

Total key managment personnel – 1.2 – 2.5 – 1.7 – 2.4

ToTAl 91.9 11.3 36.7 10.1 63.1 9.6 35.5 9.8

Related party financial transactions

Name (Em) 30.06.2012 H1 2012 31.12.2011 H1 2011Assets liabilities Income Expenses Assets liabilities Income Expenses

Associates

Società Autostrada Tirrenica (2) 110.0 32.8 2.7 0.1 110.0 41.2 – –

Società Infrastrutture Toscane – 0.4 – – – 0.2 – –

Total associates 110.0 33.2 2.7 0.1 110.0 41.4 – –

other related parties

Beskidzi 0.4 – – – – – – –

Total other related parties 0.4 – – – – – – –

ToTAl 110.4 33.2 2.7 0.1 110.0 41.4 – –

(1) Atlantia’s key management personnel means Directors, Statutory Auditors and other senior management. Expenses for the period include emoluments, salaries, non–monetary benefits, bonuses and other incentives (including the fair value of share based incentive plans) for Atlantia staff and that of its subsidiaries and/or associates. Furthermore, compared with the amounts shown, the condensed interim financial statements also include contributions paid on behalf of Directors, Statutory Auditors and key managment personnel totalling E0.3 million (E0.3 million for the first half of 2011), whereas the relevant liability as at 30 June 2012 is E0.1 million (E0.2 million as at 31 December 2011).

(2) Information on the loan provided to Società Autostrada Tirrenica is provided in note 7.4.

The Atlantia Group’s transactions with Schemaventotto

Transactions with the parent, Schemaventotto, regard the amount of E11.5 million due to the Group in the form of an IRES refund, resulting from the tax consolidation arrangement in which certain Group companies participated until 1 January 2008.

123

Notes

The Atlantia Group’s transactions with other related parties

For the purposes of the above CONSOB Resolution, which applies the requirements of IAS 24, the Autogrill group, which is under the common control of Edizione Srl, is treated as a related party. With regard to relations between the Atlantia Group’s motorway operators and the Autogrill group, it should be noted that, as at 30 June 2012, Autogrill holds 134 food service concessions for service areas along the Group’s motorway network.In the first half of 2012 the Group earned revenue of approximately E35.8 million on transactions with Autogrill, including E31.3 million in royalties deriving from management of service areas. This recurring income is generated by contracts entered into over various years, of which a large part was awarded as a result of transparent and non–discriminatory competitive tenders.As at 30 June 2012 trading assets receivable from Autogrill amount to E61.9 million and were for the most part collected after this date.

10.5 Significant regulatory aspects

Snow events in December 2010

With regard to the snow events of December 2010 (described in the Annual Report for 2011), there were no new developments worthy of note during the first half of 2012. The hearing to decide on the admissibility of the class action suit filed before the Civil Court of Rome by a number of consumers’ associations (Codici, Unione Nazionale Consumatori, Movimento Difesa del Cittadino and ACU – Associazione Consumatori Utenti), pursuant to article 140–bis of the consumer code, was scheduled for 29 May 2012, but was subsequently adjourned until 5 November 2012.

Snow events in February 2012

On 19 June 2012 ANAS sent Autostrade per l’Italia a notice of violation regarding its handling of the snow events on the A1 on 3 February 2012. This was followed, on 10 July 2012, by a second notice of violation for snow events on the A16 on 6 and 7 February 2012.Following receipt of a formal request for information, Autostrade per l’Italia is preparing its related representations. The investigation is ongoing.

The Highways Agency and the Office of Transport Regulation

Law Decree 98/2011, converted into Law 111/2011, set up the Highways Agency within the Ministry of Infrastructure and Transport, which is responsible for the Agency’s policy setting, supervision and control, to be carried out, in respect of financial aspects, in coordination with the Ministry of the Economy and Finance.The Agency will take over the role of grantor for existing highway concessions from ANAS, exercising every aspect of the role previously assigned to IVCA, the Motorway Concession Inspectorate.On 6 March 2012 the Italian Cabinet gave preliminary approval for the Agency’s By–laws pursuant to article 17, paragraph 2 of Law 400/1988.Law Decree 95/2012 then postponed adoption of the Agency’s bylaws and organisational and operational regulations until 30 September 2012, specifying that, in the event of failure to adopt the above documents within this deadline, the Agency will be abolished and its activities and responsibilities transferred to the Ministry of Infrastructure and Transport.

124


At the same time, Law Decree 201/2011 converted, with amendments, into Law 214/2011, has set up the Office of Transport Regulation to oversee conditions of access and prices for rail, airport and port infrastructure and the related urban transport links to stations, airports and ports.This legislation was subsequently amended by article 36 of Law Decree 1/2012 converted, with amendments, into Law 27/2012, which extended the scope of the new regulator’s responsibilities to include the motorway sector.

Finally, the above Law Decree 1/2012, as amended by Law Decree 83/2012 (in the process of being converted into law), contains a range of provisions impacting, among other things, on motorway concessions, including (i) article 51, which, from 1 January 2015, has raised the minimum percentage of works to be contracted out to third–party contractors by the providers of construction services under concession, pursuant to article 253, paragraph 25 of the Public Contracts Code, to 60%; and (ii) article 17, which has introduced a new regime for the holders of fuel service licences, who may now offer other goods and services for sale at their service stations. With regard to motorway service areas, the terms and conditions of sub–concession arrangements in force at 31 January 2012 are unaffected, as are the restrictions linked to competitive tenders for motorway areas under concession, conducted in accordance with the format required by the Office of Transport Regulation.

Other ongoing litigation

With regard to tolls, Autostrade per l’Italia is the defendant in a number of actions, which are still pending, brought before Lazio Regional Administrative Court. The actions, which have been brought by Codacons and other consumers’ associations, aim to challenge the toll increases introduced in 2003.

The Antitrust Authority’s appeal to the Council of State requesting annulment of Lazio Regional Administrative Court sentences 4994/09 and 5005/09 is still pending. These sentences at first instance partly upheld the appeals brought by ACI Global SpA and Europ Assistance Vai SpA requesting annulment of Antitrust Authority ruling 19021 of 23 October 2008 regarding emergency breakdown services. Autostrade per l’Italia is a party to the appeals.

In relation to unfair competition issues, on 28 July 2011 TAI Srl (a supplier of information systems and IT experts to Autostrade Tech SpA) notified Autostrade Tech and Autostrade per l’Italia that it had filed a claim for damages, alleging unfair competition, the theft of TAI’s technical know–how by Autostrade Tech and abuse of the defendants’ dominant position in the form of practices designed to restrict competition. A hearing to discuss the claim has been scheduled for 6 November 2012.

On 12 March 2012 Varese Provincial Authority filed appeal with the Council of State, requesting annulment of Lombardy Regional Administrative Court sentence 2015/2011, which had declared inadmissible the Authority’s appeal against the introduction of tolls on the Varese–Gallarate section of motorway, which claims that the road concerned is a link road and not a motorway. Council of State sentence 2509/2012 threw out the appeal, confirming the appealed sentence issued by the Administrative Court and thus the legitimacy of the tolls introduced on the Varese–Gallarate section.

125

Notes

On 21 March 2011 Autostrade per l’Italia — together with Genoa Provincial Authority, the Municipality of Genoa, the Ministry of Infrastructure and Transport, Genoa Port Authority and ANAS — were notified of legal action brought before Liguria Regional Administrative Court by several hundred members of the public requesting an injunction annulling the Memorandum of Understanding signed on 8 February 2010, relating to construction of the “Genoa Interchange” (the so–called Gronda di Ponente). The plaintiffs subsequently presented a further five challenges regarding regional authority resolutions and decisions, as well as the related ministerial documents and/or documents linked to the Memorandum of Understanding arising subsequent to the filing of the legal action. A date for the related hearing has yet to be set.

The sentence handed down by the Court of Appeal of Rome on 26 May 2011 partially upheld the main appeal filed by Atlantia and Autostrade per l’Italia against Astaldi and others, in addition to ANAS, declaring the latters’ claims to be inadmissible. The claims had arisen in relation to the contract for works involved in construction of the link road between the junction for Genoa Airport and the SS Aurelia, the “C. Colombo” airport, the SS 35 flyover and the road running alongside the Torrente Polcevera, a river. The sentence reduced Autostrade per l’Italia’s original debt to approximately E44 million. Having already paid E30 million following the sentence at first instance, Autostrade per l’Italia proceeded to pay the outstanding E14 million, plus interest due. Atlantia and Autostrade per l’Italia have appealed this sentence before the Court of Cassation. Astaldi has filed a cross–appeal. A date for the related hearing has yet to be set.

Finally, Autostrade per l’Italia is the defendant in a number of legal actions regarding expropriations, tenders and claims for damages deriving from motorway use.At the present time, the outcomes of the above litigation proceedings are not expected to result in significant charges to be incurred by Group companies, in addition to the amounts already provided at 30 June 2012 and reported in the consolidated financial statements.

10.6 Events after 30 June 2012

Credit rating

Following its downgrade of Italian sovereign debt from “A3” to “Baa2” on 13 July 2012, on 17 July Moody’s lowered Atlantia’s rating one notch from “A3” to “Baa1” with a negative outlook. On the same date Fitch Ratings, on the other hand, confirmed the “A–” rating assigned to Atlantia and Autostrade per l’Italia and their stable outlook.

EIB line of credit

On 26 July 2012 the European Investment Bank (EIB) approved a E500 million line of credit for Autostrade per l’Italia. The first E250 million tranche of the loan is to be used to finance the upgrade of the Florence North–Barberino del Mugello section of motorway. The loan will mature in March 2034 with repayments starting from 2017.

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Annex 1

The Atlantia Group’s basis of consolidation and investments as at 30 June 2012

Name registered office Business currency Share capital/consortium fund as at

30.06.2012

Held by % interest in share capital/

consortium fund

overall Group interest (%)

Note

PArENT coMPANY

Atlantia SpA Rome Holding company Euro 661,827,592

SuBSIDIArIES coNSolIDATED oN A lINE–BY–lINE BASIS

AD Moving SpA Rome Advertising services Euro 1,000,000 Autostrade per l’Italia SpA 100% 100%

Atlantia Bertin Concessões SA São Paulo, Brazil Holding company Real 678,253,135 Triangulo do Sol Participações SA 100% 50.00% (1)

Autostrada Mazowsze SA Katowice, Poland Motorway services Zloty 20,000,000 100% 88.36%

Atlantia SpA 70.00%

Stalexport Autostrady SA 30.00%

Autostrada Torino–Savona SpA Turin Motorway construction and concessions Euro 161,720,000 Autostrade per l’Italia SpA 99.98% 99.98%

Autostrade Concessões e Participações Brasil Limitada São Paulo, Brazil Holding company Real 318,590,863 100% 100%

Autostrade Portugal–Concessões de Infraestruturas SA 57%

Autostrade dell’Atlantico Srl 43%

Autostrade dell’Atlantico Srl Rome Holding company Euro 1.000.000 Autostrade per l’Italia SpA 100% 100%

Autostrade Holding do Sur SA Santiago, Chile Holding company Peso 51,496,771,000 100% 100%

Autostrade dell’Atlantico Srl 99.99%

Autostrade per l’Italia SpA 0.01%

Autostrade Indian Infrastructure Development Private Limited Mumbai, Maharashtra, India Holding company Rupee 500,000 100% 100%


Spea Ingegneria Europea SpA 0.01%

Autostrade Meridionali SpA Naples Motorway operation and construction Euro 9,056,250 Autostrade per l’Italia SpA 58.98% 58.98% (2)

Autostrade per l’Italia SpA Rome Motorway operation and construction Euro 622,027,000 Atlantia SpA 100% 100%

Autostrade Portugal – Concessões de Infraestruturas SA Sintra, Portugal Holding company Euro 30,000,000 Autostrade dell’Atlantico Srl 100% 100%

Autostrade Sud America Srl Milan Holding company Euro 100,000,000 Autostrade per l’Italia SpA 100% 100%

Autostrade Tech SpA Rome Information systems and equipment for the control and automation of traffic and road safety

Euro 1,120,000 Autostrade per l’Italia SpA 100% 100%

Concessionária da Rodovia MG 050 SA São Paulo, Brazil Motorway operation and construction Real 45,976,020 Atlantia Bertin Concessões SA 100% 50.00% (1)

Ecomouv’ D&B Sas Paris, France Design/construction/distribution of equipment requried for Eco–Taxe

Euro 500,000 Autostrade per l’Italia SpA 75.00% 75.00%

Ecomouv’ Sas Paris, France Financing/design/construction/operation of equipment requried for Eco–Taxe

Euro 30,000,000 Autostrade per l’Italia SpA 70.00% 70.00%

Electronic Transaction Consultants Co. Richardson, Texas, USA Automated tolling services Dollar 16,692 Autostrade dell’Atlantico Srl 61.41% 61.41%

EsseDiEsse Società di Servizi SpA Rome General administrative services Euro 500,000 Autostrade per l’Italia SpA 100% 100%

Giove Clear Srl Rome Cleaning services Euro 10,000 Autostrade per l’Italia SpA 100% 100%

Grupo Costanera SA Santiago, Chile Holding company Peso 221,479,879,580 Autostrade Sud America Srl 100% 100%

Infoblu SpA Rome Traffic information Euro 5,160,000 Autostrade per l’Italia SpA 75.00% 75.00%

Infra Bertin Participações SA São Paulo, Brazil Holding company Real 643,166,231 Autostrade Concessões e Participações Brasil Limitada 50.00% 50.00% (1)

Inversiones Autostrade Chile Ltda Santiago, Chile Holding company Peso 43,031,484,181 Grupo Costanera SA 100% 100%

(1) Atlantia holds 50% plus one share in the companies and exercises control on the base of partnership and governance agreements.(2) Company listed on Borsa Italiana SpA’s Expandi market.

127

Annex 1

Annex 1

The Atlantia Group’s basis of consolidation and investments as at 30 June 2012


30.06.2012


consortium fund


Note

PArENT coMPANY

Atlantia SpA Rome Holding company Euro 661,827,592

SuBSIDIArIES coNSolIDATED oN A lINE–BY–lINE BASIS

AD Moving SpA Rome Advertising services Euro 1,000,000 Autostrade per l’Italia SpA 100% 100%

Atlantia Bertin Concessões SA São Paulo, Brazil Holding company Real 678,253,135 Triangulo do Sol Participações SA 100% 50.00% (1)

Autostrada Mazowsze SA Katowice, Poland Motorway services Zloty 20,000,000 100% 88.36%

Atlantia SpA 70.00%


Autostrada Torino–Savona SpA Turin Motorway construction and concessions Euro 161,720,000 Autostrade per l’Italia SpA 99.98% 99.98%

Autostrade Concessões e Participações Brasil Limitada São Paulo, Brazil Holding company Real 318,590,863 100% 100%

Autostrade Portugal–Concessões de Infraestruturas SA 57%

Autostrade dell’Atlantico Srl 43%

Autostrade dell’Atlantico Srl Rome Holding company Euro 1.000.000 Autostrade per l’Italia SpA 100% 100%

Autostrade Holding do Sur SA Santiago, Chile Holding company Peso 51,496,771,000 100% 100%



Autostrade Indian Infrastructure Development Private Limited Mumbai, Maharashtra, India Holding company Rupee 500,000 100% 100%



Autostrade Meridionali SpA Naples Motorway operation and construction Euro 9,056,250 Autostrade per l’Italia SpA 58.98% 58.98% (2)

Autostrade per l’Italia SpA Rome Motorway operation and construction Euro 622,027,000 Atlantia SpA 100% 100%

Autostrade Portugal – Concessões de Infraestruturas SA Sintra, Portugal Holding company Euro 30,000,000 Autostrade dell’Atlantico Srl 100% 100%

Autostrade Sud America Srl Milan Holding company Euro 100,000,000 Autostrade per l’Italia SpA 100% 100%

Autostrade Tech SpA Rome Information systems and equipment for the control and automation of traffic and road safety


Concessionária da Rodovia MG 050 SA São Paulo, Brazil Motorway operation and construction Real 45,976,020 Atlantia Bertin Concessões SA 100% 50.00% (1)

Ecomouv’ D&B Sas Paris, France Design/construction/distribution of equipment requried for Eco–Taxe

Euro 500,000 Autostrade per l’Italia SpA 75.00% 75.00%

Ecomouv’ Sas Paris, France Financing/design/construction/operation of equipment requried for Eco–Taxe


Electronic Transaction Consultants Co. Richardson, Texas, USA Automated tolling services Dollar 16,692 Autostrade dell’Atlantico Srl 61.41% 61.41%

EsseDiEsse Società di Servizi SpA Rome General administrative services Euro 500,000 Autostrade per l’Italia SpA 100% 100%

Giove Clear Srl Rome Cleaning services Euro 10,000 Autostrade per l’Italia SpA 100% 100%

Grupo Costanera SA Santiago, Chile Holding company Peso 221,479,879,580 Autostrade Sud America Srl 100% 100%

Infoblu SpA Rome Traffic information Euro 5,160,000 Autostrade per l’Italia SpA 75.00% 75.00%

Infra Bertin Participações SA São Paulo, Brazil Holding company Real 643,166,231 Autostrade Concessões e Participações Brasil Limitada 50.00% 50.00% (1)

Inversiones Autostrade Chile Ltda Santiago, Chile Holding company Peso 43,031,484,181 Grupo Costanera SA 100% 100%

128



30.06.2012


consortium fund


Note

Inversiones Autostrade Holding do Sur Ltda Santiago, Chile Holding company Peso 195,054,278,000 100% 100%

Autostrade Holding do Sur SA 99.999%


Mizard Srl Rome Acquisition, sale and management of investments in information services/radio and television/telecommunications companies

Euro 10,000 Atlantia SpA 100% 100%

Newpass SpA Verona Transport control and automated information systems and equipment


Nueva Inversiones SA Santiago, Chile Holding company Peso 324,836,101,955 100% 100%

Inversiones Autostrade Holding do Sur Ltda. 50.00%

Grupo Costanera SA 50.00%

Pavimental Polska Spzoo Warsaw, Poland Motorway and airport construction and maintenance Zloty 3,000,000 Pavimental SpA 100% 99.40%

Pavimental SpA Rome Motorway and airport construction and maintenance Euro 10,116,452 Autostrade per l’Italia SpA 99.40% 99.40%

Port Mobility SpA Civitavecchia, Rome Port mobility services Euro 1,610,000 Autostrade per l’Italia SpA 70.00% 70.00%

Raccordo Autostradale Valle d’Aosta SpA Rome Motorway operation and construction Euro 343,805,000 Società Italiana pA per il Traforo del Monte Bianco 47.97% 24.46% (3)

Rodovias das Colinas SA São Paulo, Brazil Motorway operation and construction Real 226,145,401 Atlantia Bertin Concessões SA 100% 50.00% (1)

Sociedad Concesionaria AMB SA Santiago, Chile Motorway operation and construction Peso 5,875,178,700 100% 100%


Sociedad Gestion Vial SA 0.02%

Sociedad Concesionaria Autopista Nororiente SA Santiago, Chile Motorway operation and construction Peso 22,738,904,654 100% 100%

Inversiones Autostrade Chile Ltda. 99.90%


Sociedad Concesionaria Autopista Nueva Vespucio Sur SA Santiago, Chile Holding company Peso 166,967,672,229 100% 100%

Nueva Inversiones SA 99.99996%


Sociedad Concesionaria Costanera Norte SA Santiago, Chile Motorway operation and construction Peso 58,859,765,519 100% 100%

Grupo Costanera SA 99.99804% 100%

Autostrade Sud America Srl 0.00196%

Sociedad Concesionaria de Los Lagos SA Santiago, Chile Motorway operation and construction Peso 37,433,282,600 100% 100%



Sociedad Concesionaria Litoral Central SA Santiago, Chile Motorway operation and construction Peso 18,368,224,675 100% 100%



Sociedad Concesionaria Autopista Vespucio Sur SA Santiago, Chile Motorway operation and construction Peso 52,967,792,704 100% 100%

Sociedad Concesionaria Autopista Nueva Vespucio Sur SA 99.99750% 100%


Sociedad Gestion Vial SA Santiago, Chile Construction and maintenance of roads and traffic services Peso 397,237,788 100% 100%



Sociedad Operacion y Logistica de Infraestructuras SA Santiago, Chile Concession contruction and services Peso 11,736,819 100% 100%



Società Italiana pA per il Traforo del Monte Bianco Pré Saint Didier, Aosta Mont Blanc Tunnel operation and construction Euro 109,084,800 Autostrade per l’Italia SpA 51.00% 51.00%

Spea Ingegneria Europea SpA Milan Integrated technical engineering services Euro 5,160,000 Autostrade per l’Italia SpA 100% 100%

Stalexport Autoroute Sarl Luxembourg Motorway services Euro 56,149,500 Stalexport Autostrady SA 100% 61.20%

Stalexport Autostrada Dolnoslaska SA Katowice, Poland Motorway services Zloty 10,000,000 Stalexport Autostrady SA 100% 61.20%

Stalexport Autostrada Małopolska SA Katowice, Poland Motorway operation and construction Zloty 66,753,000 Stalexport Autoroute Sàrl 100% 61.20%

Stalexport Autostrady SA Myslowice, Poland Polish holding company Zloty 185,446,517 Autostrade per l’Italia SpA 61.20% 61.20% (4)

(3) The issued capital is made up of 284,350,000 preference shares. The percentage interest is calculated with reference to all shares in issue, whereas the 58.00% of voting rights is calculated with reference to ordinary voting shares.

(4) Company listed on the Warsaw stock exchange

129

Annex 1


30.06.2012


consortium fund


Note

Inversiones Autostrade Holding do Sur Ltda Santiago, Chile Holding company Peso 195,054,278,000 100% 100%



Mizard Srl Rome Acquisition, sale and management of investments in information services/radio and television/telecommunications companies

Euro 10,000 Atlantia SpA 100% 100%

Newpass SpA Verona Transport control and automated information systems and equipment


Nueva Inversiones SA Santiago, Chile Holding company Peso 324,836,101,955 100% 100%

Inversiones Autostrade Holding do Sur Ltda. 50.00%


Pavimental Polska Spzoo Warsaw, Poland Motorway and airport construction and maintenance Zloty 3,000,000 Pavimental SpA 100% 99.40%

Pavimental SpA Rome Motorway and airport construction and maintenance Euro 10,116,452 Autostrade per l’Italia SpA 99.40% 99.40%

Port Mobility SpA Civitavecchia, Rome Port mobility services Euro 1,610,000 Autostrade per l’Italia SpA 70.00% 70.00%

Raccordo Autostradale Valle d’Aosta SpA Rome Motorway operation and construction Euro 343,805,000 Società Italiana pA per il Traforo del Monte Bianco 47.97% 24.46% (3)

Rodovias das Colinas SA São Paulo, Brazil Motorway operation and construction Real 226,145,401 Atlantia Bertin Concessões SA 100% 50.00% (1)

Sociedad Concesionaria AMB SA Santiago, Chile Motorway operation and construction Peso 5,875,178,700 100% 100%



Sociedad Concesionaria Autopista Nororiente SA Santiago, Chile Motorway operation and construction Peso 22,738,904,654 100% 100%



Sociedad Concesionaria Autopista Nueva Vespucio Sur SA Santiago, Chile Holding company Peso 166,967,672,229 100% 100%



Sociedad Concesionaria Costanera Norte SA Santiago, Chile Motorway operation and construction Peso 58,859,765,519 100% 100%

Grupo Costanera SA 99.99804% 100%

Autostrade Sud America Srl 0.00196%

Sociedad Concesionaria de Los Lagos SA Santiago, Chile Motorway operation and construction Peso 37,433,282,600 100% 100%



Sociedad Concesionaria Litoral Central SA Santiago, Chile Motorway operation and construction Peso 18,368,224,675 100% 100%



Sociedad Concesionaria Autopista Vespucio Sur SA Santiago, Chile Motorway operation and construction Peso 52,967,792,704 100% 100%

Sociedad Concesionaria Autopista Nueva Vespucio Sur SA 99.99750% 100%


Sociedad Gestion Vial SA Santiago, Chile Construction and maintenance of roads and traffic services Peso 397,237,788 100% 100%



Sociedad Operacion y Logistica de Infraestructuras SA Santiago, Chile Concession contruction and services Peso 11,736,819 100% 100%



Società Italiana pA per il Traforo del Monte Bianco Pré Saint Didier, Aosta Mont Blanc Tunnel operation and construction Euro 109,084,800 Autostrade per l’Italia SpA 51.00% 51.00%

Spea Ingegneria Europea SpA Milan Integrated technical engineering services Euro 5,160,000 Autostrade per l’Italia SpA 100% 100%

Stalexport Autoroute Sarl Luxembourg Motorway services Euro 56,149,500 Stalexport Autostrady SA 100% 61.20%

Stalexport Autostrada Dolnoslaska SA Katowice, Poland Motorway services Zloty 10,000,000 Stalexport Autostrady SA 100% 61.20%

Stalexport Autostrada Małopolska SA Katowice, Poland Motorway operation and construction Zloty 66,753,000 Stalexport Autoroute Sàrl 100% 61.20%

Stalexport Autostrady SA Myslowice, Poland Polish holding company Zloty 185,446,517 Autostrade per l’Italia SpA 61.20% 61.20% (4)

130



30.06.2012


consortium fund


Note

Tangenziale di Napoli SpA Naples Motorway operation and construction Euro 108,077,490 Autostrade per l’Italia SpA 100% 100%

Tech Solutions Integrators Sas Paris, France Construction, installation and maintenance of electronic tolling systems


Telepass France Sas Paris, France Electronic tolling and eco tax payment systems Euro 1,000,000 Telapass SpA 100% 100%

Telepass SpA Rome Automated tolling services Euro 26,000,000 100% 100%


Autostrade Tech SpA 3.85%

Tirreno Clear Srl Rome Cleaning services Euro 10,000 Autostrade per l’Italia SpA 100% 100%

TowerCo SpA Rome Tower management services Euro 20,100,000 Atlantia SpA 100% 100%

Triangulo do sol Auto–Estradas SA Matao, Brazil Motorway operation and construction Real 71,000,000 Atlantia Bertin Concessões SA 100% 50.00% (1)

Triangulo do sol Participações SA São Paulo, Brazil Holding company Real 1,027,052,252 Infra Bertin Participações SA 100% 50.00% (1)

Via4 SA Katowice, Poland Motorway services Zloty 500,000 Stalexport Autoroute Sàrl 55.00% 33.66%

Name registered office Business currency Share capital/consortium fund

as at 30.06.2012


consortium fund

INVESTMENTS AccouNTED For uSING THE EQuITY METHoD

Associates and joint ventures

Arcea Lazio SpA Rome Road and motorway construction and concessions in Lazio Euro 1,983,469.00 Autostrade per l’Italia SpA 34.00%

Atlantia Bertin Participações SA São Paulo, Brazil Holding company Real 97,121,733.00 Autostrade Concessões e Participações Brasil Ltda. 50.00%

Autostrade for Russia GmbH Vienna, Austria Holding company Euro 60,000.00 Autostrade Tech SpA 25.50%

Bologna & Fiera Parking SpA Bologna Design, construction and management of multi–level public car parks

Euro 13,000,000.00 Autostrade per l’Italia SpA 32.50%

Biuro Centrum Spzoo Katowice, Poland Administrative services Zloty 80,000.00 Stalexport Autostrady SA 40.63%

GEIE del Traforo del Monte Bianco Courmayeur, Aosta Maintenance and operation of Mont Blanc Tunnel Euro 2,000,000.00 Società Italiana per Azioni per il Traforo del Monte Bianco 50.00%

Pune Solapur Expressways Private Limited New Delhi, India Motorway operation and construction Rupee 100,000,000.00 Atlantia SpA 50.00%

Società Autostrada Tirrenica pA Rome Motorway operation and construction Euro 24,460,800.00 Autostrade per l’Italia SpA 24.98%

Società Infrastrutture Toscane SpA Florence Design, construction and operation of Prato to Signa motorway link Euro 30,000,000.00 46.60%



Tangenziali Esterne di Milano SpA Milan Construction and operation of the Milan ring road Euro 53,616,421.50 Autostrade per l’Italia SpA 26.40%

INVESTMENTS AccouNTED For AT coST or FAIr VAluE

unconsolidated subsidiaries

Pavimental Est AO Moscow, Russian Federation Motorway operation and construction Ruble 4,200,000.00 Pavimental SpA 100%

Petrostal SA (in liquidation) Warsaw, Poland Real estate services Zloty 2,050,500.00 Stalexport Autostrady SA 100%

Stalexport Wielkopolska Spzoo W Upadsołci Komorniki, Poland Steel trading Zloty 8,080,475.00 Stalexport Autostrady SA 97.96%

other investments

Alitalia – Compagnia Aerea Italiana SpA Milan Airline Euro 668,355,344.00 Atlantia SpA 8.85%

Emittenti Titoli SpA Milan Borsa SpA shareholder Euro 4,264,000.00 Atlantia SpA 6.02%

Firenze Parcheggi SpA Florence Car park management Euro 25,595,157.50 Atlantia SpA 5.36%

Huta Jednosc SA Siemianowice, Poland Steel trading Zloty 27,200,000.00 Stalexport Autostrady SA 2.40%

Instal Nasielsk Spzoo (in liquidation) Nasielsk, Poland Production of steel structures Zloty 664,797.00 Stalexport Autostrady SA 0.56%

Inwest Star SA (in liquidation) Starachowice, Poland Steel trading Zloty 11,700,000.00 Stalexport Autostrady SA 0.26%

Italmex SpA (in liquidation) Milan Trading agency Euro 1,464,000.00 Stalexport Autostrady SA 4.24%

Konsorcjum Autostrada Slask SA Katowice, Poland Motorway operation and construction Zloty 1,987,300.00 Stalexport Autostrada Dolnoslaska SA 5.43%

Società di Progetto Brebemi SpA Brescia Concession for the construction and operation of the Brescia–Milan link

Euro 180,000,000.00 Spea Ingegneria Europea SpA 0.10%

131

Annex 1


30.06.2012


consortium fund


Note

Tangenziale di Napoli SpA Naples Motorway operation and construction Euro 108,077,490 Autostrade per l’Italia SpA 100% 100%

Tech Solutions Integrators Sas Paris, France Construction, installation and maintenance of electronic tolling systems


Telepass France Sas Paris, France Electronic tolling and eco tax payment systems Euro 1,000,000 Telapass SpA 100% 100%

Telepass SpA Rome Automated tolling services Euro 26,000,000 100% 100%


Autostrade Tech SpA 3.85%

Tirreno Clear Srl Rome Cleaning services Euro 10,000 Autostrade per l’Italia SpA 100% 100%

TowerCo SpA Rome Tower management services Euro 20,100,000 Atlantia SpA 100% 100%

Triangulo do sol Auto–Estradas SA Matao, Brazil Motorway operation and construction Real 71,000,000 Atlantia Bertin Concessões SA 100% 50.00% (1)

Triangulo do sol Participações SA São Paulo, Brazil Holding company Real 1,027,052,252 Infra Bertin Participações SA 100% 50.00% (1)

Via4 SA Katowice, Poland Motorway services Zloty 500,000 Stalexport Autoroute Sàrl 55.00% 33.66%


as at 30.06.2012


consortium fund

INVESTMENTS AccouNTED For uSING THE EQuITY METHoD

Associates and joint ventures

Arcea Lazio SpA Rome Road and motorway construction and concessions in Lazio Euro 1,983,469.00 Autostrade per l’Italia SpA 34.00%

Atlantia Bertin Participações SA São Paulo, Brazil Holding company Real 97,121,733.00 Autostrade Concessões e Participações Brasil Ltda. 50.00%

Autostrade for Russia GmbH Vienna, Austria Holding company Euro 60,000.00 Autostrade Tech SpA 25.50%

Bologna & Fiera Parking SpA Bologna Design, construction and management of multi–level public car parks

Euro 13,000,000.00 Autostrade per l’Italia SpA 32.50%

Biuro Centrum Spzoo Katowice, Poland Administrative services Zloty 80,000.00 Stalexport Autostrady SA 40.63%

GEIE del Traforo del Monte Bianco Courmayeur, Aosta Maintenance and operation of Mont Blanc Tunnel Euro 2,000,000.00 Società Italiana per Azioni per il Traforo del Monte Bianco 50.00%

Pune Solapur Expressways Private Limited New Delhi, India Motorway operation and construction Rupee 100,000,000.00 Atlantia SpA 50.00%

Società Autostrada Tirrenica pA Rome Motorway operation and construction Euro 24,460,800.00 Autostrade per l’Italia SpA 24.98%

Società Infrastrutture Toscane SpA Florence Design, construction and operation of Prato to Signa motorway link Euro 30,000,000.00 46.60%



Tangenziali Esterne di Milano SpA Milan Construction and operation of the Milan ring road Euro 53,616,421.50 Autostrade per l’Italia SpA 26.40%

INVESTMENTS AccouNTED For AT coST or FAIr VAluE

unconsolidated subsidiaries

Pavimental Est AO Moscow, Russian Federation Motorway operation and construction Ruble 4,200,000.00 Pavimental SpA 100%

Petrostal SA (in liquidation) Warsaw, Poland Real estate services Zloty 2,050,500.00 Stalexport Autostrady SA 100%

Stalexport Wielkopolska Spzoo W Upadsołci Komorniki, Poland Steel trading Zloty 8,080,475.00 Stalexport Autostrady SA 97.96%

other investments

Alitalia – Compagnia Aerea Italiana SpA Milan Airline Euro 668,355,344.00 Atlantia SpA 8.85%

Emittenti Titoli SpA Milan Borsa SpA shareholder Euro 4,264,000.00 Atlantia SpA 6.02%

Firenze Parcheggi SpA Florence Car park management Euro 25,595,157.50 Atlantia SpA 5.36%

Huta Jednosc SA Siemianowice, Poland Steel trading Zloty 27,200,000.00 Stalexport Autostrady SA 2.40%

Instal Nasielsk Spzoo (in liquidation) Nasielsk, Poland Production of steel structures Zloty 664,797.00 Stalexport Autostrady SA 0.56%

Inwest Star SA (in liquidation) Starachowice, Poland Steel trading Zloty 11,700,000.00 Stalexport Autostrady SA 0.26%

Italmex SpA (in liquidation) Milan Trading agency Euro 1,464,000.00 Stalexport Autostrady SA 4.24%

Konsorcjum Autostrada Slask SA Katowice, Poland Motorway operation and construction Zloty 1,987,300.00 Stalexport Autostrada Dolnoslaska SA 5.43%

Società di Progetto Brebemi SpA Brescia Concession for the construction and operation of the Brescia–Milan link

Euro 180,000,000.00 Spea Ingegneria Europea SpA 0.10%

132



as at 30.06.2012


consortium fund

Tangenziale Esterna SpA Milan Design, construction and operation of the new Milan outer ring road Euro 100,000,000.00 1.25%


Pavimental SpA 1.00%

Uirnet SpA Rome Operation of national logistics network Euro 987,000.00 Autostrade per l’Italia SpA 1.62%

Veneto Strade SpA Venice Construction and maintenance of roads and traffic services Euro 5,163,200.00 Autostrade per l’Italia SpA 5.00%

Walcownia Rur Jednosc SpZoo Siemianowice, Poland Steel trading Zloty 220,590,000.00 Stalexport Autostrady SA 0.01%

Zakłady Metalowe Dezamet SA Nowa Deba, Poland Steel trading Zloty 18,789,410.00 Stalexport Autostrady SA 0.27%

coNSorTIA

Consorcio Anhanguera Norte Riberão Preto, Brazil Construction consortium Real – Autostrade Concessões e Participações Brasil Ltda 13.13%

Consorzio Autostrade Italiane Energia Rome Power supplies Euro 107,112.35 36.90%


Autostrada Torino–Savona SpA 2.00%

Tangenziale di Napoli SpA 2.00%

Società Italiana pA per il Traforo del Monte Bianco 1.90%

Raccordo Autostradale Valle d’Aosta SpA 1.10%

Autostrade Meridionali SpA 0.90%

Consorzio Costruttori TEEM Milan Motorway operation and construction Euro 10,000.00 Pavimental SpA 1.00%

Consorzio Fastigi Civitavecchia, Rome Tunnel safety research and studies Euro 40,000.00 Autostrade per l’Italia SpA 12.50%

Consorzio Galileo Scarl Todi, Perugia Construction of airport aprons Euro 10,000.00 Pavimental SpA 40.00%

Consorzio Italtecnasud (in liquidation) Rome Control of Irpinia earthquake funds Euro 51,645.69 Spea Ingegneria Europea SpA 20.00%

Consorzio Midra Florence Scientific research for device base technologies Euro 73,988.79 Autostrade Tech SpA 33.33%

Consorzio Miteco Peschiera Borromeo, Milan Execution of services and works assigned by Tangenziale Esterna SpA

Euro 10,000.00 Pavimental SpA 1.30%

Consorzio Nuova Romea Engineering Limena, Padua Motorway designs Euro 60,000.00 Spea Ingegneria Europea SpA 16.67%

Consorzio Pedemontana Engineering Verona Design of Pedemontana Veneta motorway Euro 20,000.00 Spea Ingegneria Europea SpA 23.30%

Consorzio Ramonti Scarl Tortona, Alessandria Motorway construction Euro 10,000.00 Pavimental SpA 49.00%

Consorzio RFCC (in liquidation) Tortona, Alessandria Construction of Moroccan road network Euro 510,000.00 Pavimental SpA 30.00%

Consorzio Tangenziale Engineering Milan Integrated technical engineering services–Milan external ringroad east

Euro 20,000.00 Spea Ingegneria Europea SpA 30.00%

Consorzio Trinacria Scarl Limena, Padua Construction of airport aprons Euro 10,000.00 Pavimental SpA 53.00%

Consorzio 2050 Rome Motorway designs Euro 50,000.00 Spea Ingegneria Europea SpA 0.50%

Elmas Scarl Rome Construction and maintenance of airport runways and aprons Euro 10,000.00 Pavimental SpA 60.00%

Idroelettrica Scrl Châtillon, Aosta Electricity generation Euro 50,000.00 Raccordo Autostradale Valle d’Aosta SpA 0.10%

Lambro Scrl Milan Operation and construction on behalf of TEEM Construction Consortium


Quadrante 300 Rome Repaving of airport aprons Euro 10,000.00 Pavimental SpA 40.00%

INVESTMENTS rEcoGNISED AS currENT ASSETS

Dom Maklerski Bdm SA Bielsko–Biała, Polond Holding company Zloty 23,543,470.00 Stalexport Autostrady SA 2.45%

Ideon SA Katowice, Poland Steel trading Zloty 341,695,281.00 2.79%


Biuro Centrum Spzoo 0.15%

Lusoponte – Concessionária Para a Travessia do Tejo SA Montijo, Portugal Motorway operation Euro 25,000,000.00 Autostrade Portugal – Concessões de Infraestruturas SA 17.21%

Pedemontana Veneta SpA (in liquidation) Verona Motorway operation and construction Pedemontana Veneta Euro 6,000,000.00 Autostrade per l’Italia SpA 29.77%

Strada dei Parchi SpA Rome Motorway operation and construction Euro 67,764,700.00 Autostrade per l’Italia SpA 2.00%

133

Annex 1


as at 30.06.2012


consortium fund

Tangenziale Esterna SpA Milan Design, construction and operation of the new Milan outer ring road Euro 100,000,000.00 1.25%


Pavimental SpA 1.00%

Uirnet SpA Rome Operation of national logistics network Euro 987,000.00 Autostrade per l’Italia SpA 1.62%

Veneto Strade SpA Venice Construction and maintenance of roads and traffic services Euro 5,163,200.00 Autostrade per l’Italia SpA 5.00%

Walcownia Rur Jednosc SpZoo Siemianowice, Poland Steel trading Zloty 220,590,000.00 Stalexport Autostrady SA 0.01%

Zakłady Metalowe Dezamet SA Nowa Deba, Poland Steel trading Zloty 18,789,410.00 Stalexport Autostrady SA 0.27%

coNSorTIA

Consorcio Anhanguera Norte Riberão Preto, Brazil Construction consortium Real – Autostrade Concessões e Participações Brasil Ltda 13.13%

Consorzio Autostrade Italiane Energia Rome Power supplies Euro 107,112.35 36.90%


Autostrada Torino–Savona SpA 2.00%

Tangenziale di Napoli SpA 2.00%

Società Italiana pA per il Traforo del Monte Bianco 1.90%

Raccordo Autostradale Valle d’Aosta SpA 1.10%

Autostrade Meridionali SpA 0.90%

Consorzio Costruttori TEEM Milan Motorway operation and construction Euro 10,000.00 Pavimental SpA 1.00%

Consorzio Fastigi Civitavecchia, Rome Tunnel safety research and studies Euro 40,000.00 Autostrade per l’Italia SpA 12.50%

Consorzio Galileo Scarl Todi, Perugia Construction of airport aprons Euro 10,000.00 Pavimental SpA 40.00%

Consorzio Italtecnasud (in liquidation) Rome Control of Irpinia earthquake funds Euro 51,645.69 Spea Ingegneria Europea SpA 20.00%

Consorzio Midra Florence Scientific research for device base technologies Euro 73,988.79 Autostrade Tech SpA 33.33%

Consorzio Miteco Peschiera Borromeo, Milan Execution of services and works assigned by Tangenziale Esterna SpA


Consorzio Nuova Romea Engineering Limena, Padua Motorway designs Euro 60,000.00 Spea Ingegneria Europea SpA 16.67%

Consorzio Pedemontana Engineering Verona Design of Pedemontana Veneta motorway Euro 20,000.00 Spea Ingegneria Europea SpA 23.30%

Consorzio Ramonti Scarl Tortona, Alessandria Motorway construction Euro 10,000.00 Pavimental SpA 49.00%

Consorzio RFCC (in liquidation) Tortona, Alessandria Construction of Moroccan road network Euro 510,000.00 Pavimental SpA 30.00%

Consorzio Tangenziale Engineering Milan Integrated technical engineering services–Milan external ringroad east

Euro 20,000.00 Spea Ingegneria Europea SpA 30.00%

Consorzio Trinacria Scarl Limena, Padua Construction of airport aprons Euro 10,000.00 Pavimental SpA 53.00%

Consorzio 2050 Rome Motorway designs Euro 50,000.00 Spea Ingegneria Europea SpA 0.50%

Elmas Scarl Rome Construction and maintenance of airport runways and aprons Euro 10,000.00 Pavimental SpA 60.00%

Idroelettrica Scrl Châtillon, Aosta Electricity generation Euro 50,000.00 Raccordo Autostradale Valle d’Aosta SpA 0.10%

Lambro Scrl Milan Operation and construction on behalf of TEEM Construction Consortium


Quadrante 300 Rome Repaving of airport aprons Euro 10,000.00 Pavimental SpA 40.00%

INVESTMENTS rEcoGNISED AS currENT ASSETS

Dom Maklerski Bdm SA Bielsko–Biała, Polond Holding company Zloty 23,543,470.00 Stalexport Autostrady SA 2.45%

Ideon SA Katowice, Poland Steel trading Zloty 341,695,281.00 2.79%


Biuro Centrum Spzoo 0.15%

Lusoponte – Concessionária Para a Travessia do Tejo SA Montijo, Portugal Motorway operation Euro 25,000,000.00 Autostrade Portugal – Concessões de Infraestruturas SA 17.21%

Pedemontana Veneta SpA (in liquidation) Verona Motorway operation and construction Pedemontana Veneta Euro 6,000,000.00 Autostrade per l’Italia SpA 29.77%

Strada dei Parchi SpA Rome Motorway operation and construction Euro 67,764,700.00 Autostrade per l’Italia SpA 2.00%

4Reports

137

Attestation of the condensed interim financial statements

Attestation of the condensed interim financial statements pursuant to article 81–ter of CONSOB Regulation 11971 of 14 May 1999, as subsequently amended

1. We, the undersigned, Giovanni Castellucci and Giancarlo Guenzi, as Chief Executive Officer and the manager responsible for Atlantia SpA’s financial reporting, having taken account of the provisions of article 154–bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998, attest to:• the adequacy with regard to the nature of the Company, and• the effective applicationof the administrative and accounting procedures adopted in preparation of the condensed interim financial statements during the first half of 2012.

2. The administrative and accounting procedures adopted in preparation of the condensed interim financial statements as at and for the six months ended 30 June 2012 were drawn up and their adequacy assessed on the basis of the regulations and methods drawn up by Atlantia SpA in accordance with the Internal Control – Integrated Framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission, which has established a body of general principles providing a standard for internal control systems that is generally accepted at international level.

3. We also attest that:3.1 the condensed interim financial statements:

a) have been prepared in compliance with the international accounting standards approved for application in the European Community by EC Regulation 1606/2002, passed by the European Parliament and by the Council on 19 July 2002;

b) are consistent with the underlying accounting books and records;c) present a true and fair view of the financial position and results of operations of the issuer and of the group

of companies included in the basis of consolidation;3.2 the interim report on operations contains a reliable analysis of material events during the first six months of the

year and their impact on the condensed interim financial statements, together with a description of the principal risks and uncertainties for the remaining six months of the year. The interim report on operations also includes a reliable analysis of related party transactions.

2 August 2012

Giovanni Castellucci Giancarlo GuenziChief Executive Officer Manager responsible

for financial reporting

138

4. Reports

Report of the Independent Auditors

139

Report of the Independent Auditors

Legal information and contacts

Registered officeVia Antonio Nibby 20 – 00161 RomeTel. 06 44172699Fax 06 44172696www.atlantia.it

Legal informationIssued capital: E661,827,592.00, fully paid–upTax code, VAT number and Rome Companies’Register no. 03731380261REA no. 1023691

Investor Relationse–mail: [email protected]

Media relationse–mail: [email protected]

PicturesDonato Di Bello (Milan)

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