Annual Report 2001

Transcription

Annual Report 2001

autostrade
CONCESSIONI E COSTRUZIONI AUTOSTRADE SpA
FINANCIAL YEAR 2001
ANNUAL REPORT AND
FINANCIAL STATEMENTS
Board of Directors
21 March 2002
2
autostrade
CONCESSIONI E COSTRUZIONI AUTOSTRADE SpA
SHARE CAPITAL EURO 615,239,976 ENTIRELY PAID-IN
REGISTRATION FILED WITH THE REGISTER OF COMPANIES
OF ROME
TAX CODE NO. 00409040581
R.E.A. NO. 154982
REGISTERED OFFICE ROMA, VIA A. BERGAMINI N. 50
VAT no. 00885211003
FINANCIAL YEAR 2001
ANNUAL REPORT AND
FINANCIAL STATEMENTS
BOARD OF DIRECTORS
APPOINTED FOR THE 2000-2002 TRIENNIUM
3
Chairman (*)
Managing Director
Directors
VALORI Giancarlo Elia (°)
(**)
GAMBERALE Vito (°)
BASANEZ VILLALUENGA Josep Manuel (°)
BENETTON
Gilberto (°)
CASSESE Sabino
CERA Roberto (°)
CERCHIAI Fabio
DE SIMOI Sergio
DI SALVO Piero
GUIDI Guidalberto
MARENGO Luciano
MION Gianni (°)
OTTOLENGHI Emilio
PIAGGIO Giuseppe (°)
SPOGLIANTI
Agostino
BOARD OF STATUTORY AUDITORS
APPOINTED FOR THE 2000-2001 FINANCIAL PERIODS
Chairman
TROTTER Alessandro
Active members
QUAGLIA Giovanni
SGANDURRA Carlo
SPADACINI Marco
TONUCCI Franco
Reserve members
RAMOJNO Ernesto
SPADA
Roberto
AUDITING COMPANY APPOINTED FOR THE 2000-2002
TRIENNIUM
ARTHUR ANDERSEN SpA
(*) Powers of legal representation, in particular in relations with national and international Entities; supervisory power
with respect to all Corporate activities, policy-making powers with respect to Subsidiaries.
(**) Management powers with limits on contractual commitments.
(∞) Member of the Executive Committee.
4
SUMMARY REPORT
5
(Group)
50,000
50,000
45,000
45,000
40,000
40,000
35,000
35,000
30,000
30,000
25,000
25,000
1997
1998
1999
Years
Km covered
2000
2001
Average traffic
REVENUES (Group)
2,500
Euro/Mln
2,000
1,500
1,000
500
0
1997
1998
Toll Revenues
1999
2000
Non-toll Revenues
2001
Average daily Traffic
Million Km covered
TRAFFIC TREND
6
(Group)
OPERATING MARGINS
1,500
Euro / Mln.
1,250
1,000
750
500
1997
1998
1999
EBITD
2000
EBIT
450
400
Euro/M
350
300
250
200
150
100
50
0
Net Result - Share
2001
7
NET RESULT
(Group)
EQUITY STRUCTURE
Euro/M
(Group)
AND GEARING RATIO
3,000
1.20
2,500
1.00
2,000
0.80
1,500
0.60
1,000
0.40
500
0.20
0
0.00
1997
1997
1998
1999
1999
Years
1998
Own Means
Net Result
- Group
2000
2001
2001
2000
Net Indebtedness
Gearing Ratio
DIVIDENDS
250,000
Euro/Thous.
200,000
150,000
100,000
50,000
0
1997
1998
1999
Dividends
2000
2001
8
HIGHLIGHTS
CONSOLIDATED
Km covered (millions)
Average daily traffic
1997
1998
1999
2000
2001
40,899
35,903
42,662
37,466
43,809
38,473
45,364
39,804
46,932
41,271
1,762
956
1,860
1,047
1,968
1,037
2,073
1,179
2,225
1,322
Amounts in Euro / Mln.
Revenues
Ebitda
Ebitda Margin
Ebit
Ebit Margin
Net result - Group
Net result – attributable to the parent
company
Average staff (no. of employees)
Labour cost / Revenues (%)
54.3%
56.3%
52.7%
56.9%
59.4%
553
586
641
839
927
31.4%
31.5%
32.6%
40.5%
41.7%
151
138
249
236
300
298
339
357
389
416
10,280
26.6%
10,202
24.8%
10,107
23.5%
9,600
22.2%
9,276
20.1%
4,347
2,260
2,087
1,702
4,042
1,798
2,244
1,849
4,015
1,597
2,418
2,013
4,209
1,587
2,622
2,214
4,083
1,238
2,845
2,422
561
721
703
791
935
1997
1998
1999
2000
2001
1,548
866
1,653
957
1,780
991
1,873
1,118
2,007
1,236
Net invested capital
Net indebtedness
Own means - Group
Own means – attributable to the parent
company
Cash Flow
AUTOSTRADE SpA
Revenues
Ebitda
Ebitda Margin
Ebit
Ebit Margin
Net result
Average staff (no. of employees)
Labour cost / Revenues (%)
56.0%
57.9%
55.7%
59.7%
494
532
628
809
61.6%
31.9%
32.2%
35.3%
43.2%
43.9%
135
221
292
326
395
7,731
22.7%
7,529
20.3%
7,343
19.3%
7,060
18.1%
6,839
16.5%
3,789
2,289
1,500
3,556
1,920
1,636
3,501
1,713
1,788
3,598
1,640
1,958
3,376
1,231
2,145
513
659
653
723
870
882
Net invested capital
Net indebtedness
Own means
Cash Flow
MOTORWAY
SECTOR
SITAF
5%
BREBEMI
16.04%
PASSANTE DEL NORD-EST
26%
PEDEMONTANA
LOMBARDA (50%)
ATI A24-A25
60%
SAM
58.98%
TANGENZIALE NAPOLI
(100%)
RAV
58%
TRAFORO M.BIANCO
51%
SAT
93.24%
TORINO SAVONA
99.98%
INTERMODALITY
AND LOGISTICS
SABA ITALIA
40%
INDUSTRIAL
SECTOR
VENETO STRADE
5%
PAVIMENTAL
71.67%
SPEA
100%
autostrade
0.03%
INTERNATIONAL
ACTIVITIES
AUTOSTRADE INT.L
OF VIRGINIA O&M
100%
AUTOSTRADE INT.L
U.S. HOLDINGS
100%
ACESA
4.94%
MEL
25%
AUTOSTRADE INT.L
90%
10%
AUTOSTRADE FINANCE
99.97%
AUTOSTRADE GROUP STRUCTURE (Situation as at February 2002)
ADVANCED
SERVICES
BLU
32%
SITECH
79.40%
INFOBLU
100%
AUTOSTRADE TLC
100%
10
STRUCTURE AND PROFILE OF THE GROUP
Autostrade Group is the main European operator in toll motorways under concession and
mobility services.
The Group controls other toll motorways and tunnels concessionaires and companies
which operate in activities connected to its core business.
These companies are:
v Società Italiana per Azioni per il Traforo del Monte Bianco
v Raccordo Autostradale Valle d'Aosta SpA
v Autostrada Torino-Savona SpA
v Società Autostrada Tirrenica p.A.
v Tangenziale di Napoli SpA
v Autostrade Meridionali SpA
Autostrade also has a 50% stake in the Pedemontana Lombarda company,
concessionaire of the by-pass motorway section, about 82 km long, to be constructed
north of Milan, and a 5% stake in SITAF (Società Italiana del Traforo Autostradale del
Frejus) which operates the Turin-Bardonecchia motorway (72.4 km) and the Italian-French
Frejus Tunnel (6.8 km in Italian territory).
The Group also has, as at 20 February 2002, a 16.04% stake in BREBEMI SpA, promoter
of the construction project and toll operation of the new Milan-Brescia motorway, about 50
km long, and the control of ATI with a 60% stake, concessionaire of the Rome-L’Aquila
and Teramo-Pescara motorways (A24-A25), 281,4 km long.
At 31 January 2002 the consortium joint-stock company Società per il Passante del nordest, with the purpose to project, construct and manage the Passante di Mestre, 32.3 km
long, has been established by the three company grantees of the concession (Autostrade
SpA, Autovie Venete SpA and Venezia - Padova SpA), each holding a 26% stake, and by
Veneto Sviluppo and banking institutions.
The service companies operate in three macro-sectors.
•
The industrial sector, with the companies SPEA Ingegneria Europea SpA and
Pavimental SpA, which operate respectively in the engineering and road maintenance
sectors. Autostrade is also present, with a 5% stake in Veneto Strade company,
11
established by the Veneto Region and Provinces, for the management and
maintenance of the road network assigned by ANAS.
•
The international activities sector, coordinated through the holding company
Autostrade Finance S.A. (Luxembourg), which has stakes in motorway activities
abroad: in Spain with 4.94% of Acesa, the main Spanish company concessionaire of
motorways, with a 541 km network, Autostrade’s strategic partner; in Great Britain, with
25% of MEL, concessionaire for the construction and toll management of the
Birmingham motorway (about 43 km long); in the United States, with the control of
100% of Autostrade International of Virginia, managing the Dulles Greenway motorway,
about 24 km long.
•
The advanced services sector, which includes: Autostrade Telecomunicazioni SpA,
for the utilisation of the optical fibre network of the Group; InfoBlu, to offer info-mediamobility; Sitech SpA, which has a 32% stake in Blu SpA, the fourth Italian operator in
mobile telephony.
•
The intermodality and logistics sectors, where Autostrade is present having
acquired, in 2001, 40% of Saba Italia, formerly Italinpa, which operates under
concession 17 car parks and 4 “blue zones” in nine Italian cities, with a capacity of over
38,000 units.
12
CORPORATE MISSION AND VALUES
The mission
The Autostrade Group, with its network extending over a large part of the Country, carries
out a fundamental function in support of mobility, productive assets, communications,
commerce, tourism and therefore of the social and economic development of the Country,
in a framework of environment protection and preservation. In this background the mission
of Autostrade, whose activity is strongly centred in the management of the concession of a
public utility service, is based on the increase in core business activities and new side
activities, mainly connected to mobility services as well as to the development of
intermodal transport and to a progressive international expansion. In this framework, the
Group pursues the improvement in efficiency and profitability along with excellency and
quality of the service offered.
All this is expressed in:
assuring a functional motorway network and services in conformity with customers’
requirements;
having a considerable role in the territorial, national and international scene for the
development of the transport system and innovative services;
creating value and an increase in profitability.
Corporate values
Autostrade supports and adopts as its ethical standard, in carrying out all of its activities
and in the conduct and professionality of all of its operators, the following values of
reference:
•
to aim at excellence in offering the service while creating comfort for its customers and
for the community at large and generating positive economic results;
•
to report on its strategies and the initiatives put in place to carry them out in a clear and
transparent fashion, promoting collaboration from all stakeholders to reach the goals of
the company;
•
to concern the employees, through a constant push towards professional development,
with the improvement in the service offered and customer relations, as well as
guarantee transparency of management and relations with stakeholders;
13
•
to develop innovation through research and development;
•
to pay attention to environment protection and preservation and to integration with the
territory, consistent with a framework of sustainable development.
Methodology and means
Autostrade pays great attention to satisfaction of and dialogue with all pivotal stakeholders:
•
customers,
•
employees,
•
shareholders,
•
granting body,
•
community.
The achievement of corporate goals, considering the Company’s mission, reflects the
operative application of both basic corporate principles and values.
At the management level, Autostrade’s path towards excellency goes through the
Corporate and Group Quality System, which is set out on the Total Quality Management
logic, and in particular makes reference to the E.F.Q.M. (European Foundation for Quality
Management) model.
Key factors of this model hold all the pivotal points of company management, providing
useful elements of comparison between the economic, management, strategic and
stakeholders’ satisfaction aspects. The integrated management of these aspects allows
the Company to elaborate a sustainable development policy in the social, environmental
and economic fields.
Autostrade makes use of the following means of communication to communicate this
policy and point out the activities carried out and the relating investments:
the Charter of Services states the principles that regulate the delivery of motorway
service as well as the description of the various elements of the service and all the
necessary information to facilitate relations with customers;
the Social and Environmental Balance specifies and documents the social conduct of
the company, pointing out the criteria and regulations applied to carry out activities with
great social impact (issues relevant to motorway and work safety, training etc.) and
environmental (issues relevant to air, noise and territorial pollution, mainly related to
14
traffic flow, collection system characteristics, paving) and, for this purpose, to analyse
the complex relationship with stakeholders.
Also the Corporate Values Charter is in the making, in which the principles that inspire the
action of the Autostrade Group will be stated.
15
STRATEGIC AND ORGANISATIONAL EVOLUTION
2001, the first year after the privatisation of Autostrade, marked the transformation in the
strategy and organisation of the Group.
The Group’s strategy, aimed at creating value for shareholders, has been refocused on the
core business.
The 2002-2005 strategic plan developed during 2001 and presented in detail during a
prolonged Road Show in Italy, Europe and United States, determined a series of
objectives apt to increase the value of the company, based on the following strategic
cornerstones:
Core Business
♦ preservation of traffic growth rate, lined up with historical data and consistent with
the capacity of the network in concession (3.6% yearly average during the last 5
years, for the Group);
♦ a tariff trend based on price cap with a constant increase in quality and the
consequent impact on tolls (+3,04% from 1998 to 2002 for the Parent Company
Autostrade);
♦ increase in toll collection efficiency consistent with the progressive penetration of
dynamic (Telepass) and automatic (Viacard, Credit Cards and Fast-pay) methods of
payment. From 1998 to 2001, the percentage of manual payments has decreased
from 49% to 41% with regard to the Parent Company, a trend bound to accelerate
with the introduction of the Euro;
♦ radical improvement in the efficiency in operating activities and purchases with the
purpose of recovering economic resources to be invested in the quality of services
and infrastructures;
♦ participation in biddings for the new initiatives related to the Government’s new
program for the Great Motorway Works. Autostrade is already engaged, in
consortium with other operators, in some initiatives, such as the direct route
(direttissima) Milan-Brescia and the external ring road of Milan. All initiatives will be
assessed strictly on an adequate return on investments basis.
Core business activities
16
Service Areas And Advertising
Exploitation of Service Areas, also due to the re-assignment of about 80% of concessions
at the end of year 2003;
♦ redefinition of commercial sizes by differentiating three types of service areas:
small, medium and large;
♦ better operating, commercial, layout integration between oil and non-oil activities;
♦ strong development of service areas with greater potential that will be enlarged and
the offer of other services will be considerably increased;
♦ development of the advertising business in the service areas, with a strategic jointeffort with a major international operator (Clear Channel).
Telepass
Development of the Telepass product at a stiff growth rate (+ 600,000 customers in the
year) through:
♦ preservation of new commercial pressure and development of new channels;
♦ redefinition of station layouts for new reserved lanes;
♦ development of dedicated services;
♦ new products development (prepaid Telepass).
The growth of the Telepass product will carry both direct (higher revenues from fees) and
indirect (higher collecting efficiency) effects on the profit and loss account.
Limited traffic zones
Development of “teletoll” and of the access control to limited traffic zones business, both in
Italy and abroad, with the purpose of exploiting competencies and unique assets of
Autostrade, which is:
♦ the only operator with advanced toll collection technology in Italy;
♦ the greatest European operator in terms of customer base and development of
collection and management technologies.
Global quality indicators
Service quality is a pivotal element in Autostrade’s strategy to assure adequate responses
to the growing requirements of customers, however with positive effects on economic
return through the price cap method.
17
For this reason a global quality index has been introduced that is utilised to measure
performances of the company’s single operating areas.
Care of territory
Integration with local situations in terms of management of the growing multi-mobility
requirements (LTZ, car parks, intermodality, new works, etc.) by establishing the Area
manager role, new to the Group.
Intermodality
The strategy to exploit competencies and motorway assets includes the initiatives aimed at
outlining, for Autostrade Group, an extended competition field that includes, besides the
core business, natural areas of expansion, aiming at servicing customers on the many
occasions of use of their mobility requirements.
In view of this, the presence of Autostrade in the city car parking and exchange areas
sectors, in the management of the “blue areas” car parking metres, as well as the planned
projects about combined transport of goods, transit motorways, motorways directed to the
sea and logistic services is of paramount importance.
Advanced Services
The strategic decision to proceed in the exploitation of the optical fibre network
(Autostrade TLC) is functional to the focus on the core business, through the search for
partnerships with national and international operators.
At the same time, the Tower management project has been started up, which, by
adequately exploiting existing assets, intends to position Autostrade as a provider of cositing sites for mobile telephony, local LAN wireless local loop and digital TV operators.
The organisational change
The change in strategy and the decision to refocus on the core business imply a
redefinition of the company’s organisation, whose elements are:
♦ the introduction of the General Manager position, responsible for the operating
implementation of the strategic plan and the coordination of business areas;
18
♦ the introduction of a Territorial Development Position to whom 8 Area managers
report, with the assignment of seizing new business opportunities in the territorial
field and preserve the relevant institutional activities;
♦ the reorganisation and strengthening of the Technical Management Function with
the introduction of Project Managers responsible for all procedural and economic
aspects of the works and the implementation of the most advanced project control
systems;
♦ the establishment of an Advanced Services Management Division whose mission is
to develop and coordinate Telepass activities, info media mobility-related services
and telecommunications-related initiatives;
♦ the establishment of the Service Areas Management, whose mission is the
exploitation of service areas and the relevant commercial activities;
♦ the streamlining of the decision-making process, beginning with the activities
related to the management and technical development of infrastructures, with the
resulting simplification in the organisational structure.
19
THE MANAGEMENT
Prof. Giancarlo Elia Valori
Chairman
Mr. Vito Gamberale
Managing Director
Mr. Giovanni Castellucci
General
Mr. Angelo Milanello
Administration, Finance, Control Manager and Group Lawyer
Mr. Gianpiero Giacardi
Resources Organisation and Quality Development Group
Manager
Mr. Alessandro Pirzio Biroli
Coordination of Institutional Relations Manager
Mr. Piero Bergamini
Advanced Services Manager
Mr. Lorenzo Lo Presti
Service Areas Manager
20
SHAREHOLDING-PROFILE AND DYNAMICS
COMPOSITION OF AUTOSTRADE SHAREHOLDERS
30% of share capital is controlled, since March 2000, by a Core Shareholder Group
organised in a company form (Schemaventotto SpA), composed as follows:
Edizione Participations (controlled by Edizione Holding, Benetton family), 60%; Cassa di
Risparmio di Torino Foundation, 13.33%; Autopistas, C.E., S.A. (Spanish motorway
concessionaire), 12.83%; Assicurazioni Generali SpA, 6.67%; Unicredito, 6.67%; Brisa
(Portuguese motorway concessionaire), 0.50%.
Edizione Participations
60.00%
Fondazione Cassa di Risparmio di Torino
13.33%
Autopistas
12.83%
C.E. S.A.
Assicurazioni Generali
6.67%
Unicredito
6.67%
Brisa
0.50%
Employees
1%
Group of stable
Shareholders
30%
Retail
37%
International
Institutional
Investors
19%
Italian
Institutional
Investors
13%
The remaining 70% of share capital is held by individual and institutional investors, both
Italian and foreign. From the privatisation of the company (November 1999) through to the
end of 2001, there was a significant increase in national and especially international
corporate investors’ shareholding on Autostrade’s capital.
Autostrade Shareholding Structure since privatization
’
November
1999
Novembre 1999
May 2001
Maggio
2001
Group of
Stable Shareholders
30%
Institutional
November
Novembre 2001
2001
Group of
Stable Shareholders
Group of
Stable Shareholders
30%
30%
Retail
Retail
Retail
59%
52%
38%
Institutional
Institutional
11%
18%
Investors
32%
21
Autostrade share performance
Autostrade shares, in a year conditioned by both the events in the United States and the
weak economic phase, confirmed their nature of a stable growth investment in markets
characterised by high volatility.
During 2001, the price of the Autostrade shares increased by 11.1%, achieving the best
performance of the year among Mib 30 shares and a very good resistance with regard to
the strongly negative pattern of the most important indexes of the Italian Stock Market (26.2% for Mib 30 and -24.6% for Mibtel).
The reference price of the Autostrade share at year-end (28 Dec 2001) was Euro 7.8 (Euro
7.02 at 29 Dec 2000).
During 2001, 1,048 million shares were traded, a daily average of some 4.2 million,
showing a slight increase over the average daily volumes traded in 2000.
During this period the price of shares reached its highest, Euro 7.986 at 17 August.
Subsequently, as a consequence of the situation arising from the terrorist attack of 11
September, the price of shares reachest its yearly low of Euro 5.974 on 21 September. At
year-end, Autostrade’s capitalisation reached Euro 9.228.
Performance of the Autostrade shares in 2001
9.0
8.5
8.0
7.5
Values in euro
7.0
6.5
6.0
5.5
5.0
4.5
4.0
3.5
3.0
Jan01
Feb01
Mar01
relative MIB 30
Apr01
May01
Jun01
Autostrade
Jul01
Aug01
Sep01
Oct01
Nov01
Dec01
Jan02
Feb02
Mar02
22
MANAGEMENT REPORT
23
A). SECTORS OF PRESENCE OF THE GROUP –
MANAGEMENT DYNAMICS 2001.
1). ) THE MOTORWAY BUSINESS
♦ DEVELOPMENT STRATEGY
During 2001 numerous initiatives have been carried out to expand and reinforce the core
business in the motorway sector; among these:
the interest in ACESA
One of the most important transactions carried out by Autostrade Group in 2001 was the
purchase of 4.94% of the capital of the Spanish group Autopistas Concesionaria Espanola
SA – Acesa, which since March 2001 is part of the core shareholders of Autostrade and is
the most important Spanish motorway concessionaire, with investments in the logistics
and car parking sectors.
CAPTION
___ Acesa
___Other concessionaires
24
The strengthening of collaboration between the two major motorway operators is oriented
to consolidate and expand the role of the companies in Europe.
This alliance is, however, functional to the development of a Mediterranean motorway
system and to the definition, in the framework of the trans-European transport network, of
the multimodal passage 5 along the itinerary Lisbon-Barcelona-Genoa-Milan-VeniceTurkey. The formalisation of this itinerary at European Community stage is preliminary to
the programming and granting of EU financial contributions to the motorway projects along
the Po axis.
CORRIDOR No. 5
Kiev – Budapest – Trieste – Barcelona – Lisbon
Irlanda – Ireland
Gran Bretagna - Great Britain
Lituania - Lithuania
Spagna – Spain
Francia – France
Germania – Germany
Polonia – Poland
Bielorussia – Belarus
Svizzera – Switzerland
Rep. Ceca – Czech Republic
Italia - Italy
25
Slovacchia – Slovak Republic
Ungheria - Hungary
Croazia - Croatia
Romania – Romania
Austria - Austria
Bulgaria - Bulgaria
Portogallo – Portugal
Macedonia – Macedonia
Slovenia - Slovenia
Grecia - Greece
Albania - Albania
A24 - A25 motorway
With the purpose of completing and integrating the lay-out of the Group’s network,
Autostrade submitted a tender, through a Temporary Association of Companies of which it
holds 60% (40% is held by Toto SpA, building contractors), in the international bidding
called for on 29 November 2000 by ANAS for the assignment under concession of the toll
motorway network Rome - L’Aquila and Torano - Pescara (A24/A25), 281,4 km long. At
the conclusion of bidding procedures, the Autostrade SpA - Toto SpA Association resulted
being the grantee and therefore the concession for a 28 year duration, which presently is
in the formalisation stage, has been signed.
The acquisition of the A24-A25 concession is strategically considerable because, with the
carrying out of the envisaged modernisation and completion works, Autostrade will be able
to functionally interconnect the East-West and North-South connection systems, joining
the Adriatic motorway with the Rome motorway junction.
26
The Milan-Brescia Direct (BREBEMI)
With regard to the projects of new motorway arteries of particular importance is the
agreement entered into with the Lombardia Region for the realisation in the form of project
financing, of the new direct motorway Milan-Brescia, oriented towards the development of
the most important territorial system in terms of economic and productive growth,
decongesting the intense traffic present in the area. On 27 December ANAS called for a
bid for the construction and toll management of the new artery (about 50 km long), of
which BREBEMI is promoter, 16.04% of which is owned by Autostrade. In the event of
award, Autostrade will become the leading shareholder, with 35.5% of capital.
27
Direttissima MI-BS = Direct Route Milan-Brescia
LEGENDA = CAPTION
__ Autostrade Group
__ Other Concessionaires
Milano = Milan
Torino =Turin
Padova = Padua
Nuova Tangenziale esterna di Milano = New Milan Outer Ring Road
The Mestre Link Road
Another important issue for the functionality of the motorway system, namely the solution
for the critical issues of the Mestre motorway junction, crucial for the mobility system of the
Italian North-East, took a step forward the solution: at the end of October the Minister of
Infrastructures and the Veneto and Friuli-Venezia Giulia Regions entered into the
agreement for the realisation of the Mestre link road, between Dolo and Quarto d’Altino,
32.3 km, based on Law 531/82 Articles 5 and 14, in concession to Autostrade, Autovie
Venete and Autostrada Venezia-Padova companies.
On 31 January 2002, the co-operative joint-stock company Passante del Nord Est was
constituted with the purpose of oneness of planning, realisation and management, whose
investors, besides the three above mentioned concessionaires with a 26% interest each,
28
are Veneto Sviluppo, a financial institution of the Region, with 8%, Cardine Banca and
Cariverona with 5% and Banca Antonveneta with 4%.
Venezia= Venice
Sistema autostradale di Venezia = Venice Motorway -System
Passante esterno = Outer Link
Barriere Terminali = Terminal Barriers
Stazioni Controllate = Controlled Stations
Interconnessioni autostradali = Motorway Interconnections
Svincoli liberi = Free Junctions
Barriera da eliminare = Barrier to be eliminated
Tangenziale di Mestre = Mestre Ring Road
Autostrade in esercizio = operational Motorways
Sistema di gestione in aperto = open management system
Sistema di gestione in chiuso = closed management system
Passante autostradale – Motorway link
The Participation In Sitaf
To support a better synergy in the alpine crossing system on the north-west quadrant,
Autostrade during the year purchased 5% of the share capital of Società Italiana del
Traforo Autostradale del Fréjus (SITAF).
29
The Fréjus and Monte Bianco tunnels are the main routes for trade between Italy and
France. The purpose is to make the two infrastructures interact, both at the management
and functionality levels, to optimise traffic flows.
Mont Blanc Tunnel
Great St. Bernard Tunnel
Frejus Tunnel
Milan
Turin
Genoa
Savona
Nice
30
Leghorn – Civitavecchia
The completion of the Tyrrhenian motorway itinerary between Cecina and Civitavecchia,
whose concession refers to the Sat subsidiary, has been defined as a priority by the
Government and included in the strategic works plan, approved by CIPE on 21 December
2001, following the issuing of the Objective Law.
In this framework, the feasibility studies have been updated, new management and lay-out
solutions have been determined, and the necessary meetings with the Tuscany and Lazio
Regions have been activated.
Legenda = Caption
Autostrade in esercizio = Operational motorways
Nuovi interventi = New interventions
Livorno = Leghorn
Firenze = Florence
Roma = Rome
Completamento Livorno – Civitavecchia = Leghorn – Civitavecchia Completion
Toscana = Tuscany
31
♦
THE OBJECTIVE LAW
According to the Law enacted under delegated power N. 443 of 21 December 2001 on the
subject of infrastructures and strategic production settlements, and other support
measures for the revival of production activities (so-called Objective Law), whose carrying
into effect measures are under examination, the First Program for strategic infrastructures
of prominent national interest has been prepared, and CIPE approved it on 21 December
2001.
The Plan has been defined by the Ministry of Infrastructures, with the advice of the
Regional Administrations in the framework of the State-Regions Conferences.
The planned measures are over 200, for an overall investment of some Euro 126 billion
and refer to:
♦ road and motorway systems
♦ railway system
♦ mountain passes system
♦ longitudinal and transversal multimodal passages
♦ port and airport hubs
♦ city systems
♦ water systems
♦ telecommunications
The Plan answers the requirement to make up for the infrastructural gap that characterises
the Country and the need for socio-economic rebalancing among the different territorial
areas.
The Plan includes works that are in the framework of the corporate concessions: (Variante
di Valico, Bologna-Florence, fourth lane for Milan-Bergamo, completion of LeghornCivitavecchia, Passante di Genoa, Passante di Mestre), and other works of strategic
interest for the Group (such as transversal connection roads and the main regional
directrix roads).
The Objective Law brings in some important innovations: in rules and regulations for bids,
consistent with European provisions; in concession regulations for new concessions
(duration and value of grants made by public entities); in approbatory procedures, which
are streamlined.
32
♦ NETWORK INFRASTRUCTURE AND INVESTMENTS
The salient points in 2001 on the network in concession
The Variante di Valico
During the year the Council of Ministers, accepting the grounded position of Autostrade,
gave the final green light to the Variante di Valico project between Bologna and Florence
in the 32.5 km long section between La Quercia and Aglio.
After long years of vetoes, curbing, seesaw and contradictory decisions that prevented the
implementation of the construction plans as scheduled, with consequent negative effects
on north-south links in the Country, Autostrade has finally been put in a position to
operate.
The Bologna-Florence motorway, due to its importance in the national transport network,
has been included in the priority works envisaged by CIPE.
Bologna and Florence city areas
An agreement targeted at overcoming the obstacles that prevented the development of the
whole section Modena north – Bologna and the Bologna coplanar system has been
entered into with Emilia-Romagna Region and the concerned local bodies.
Similarly, agreements have been entered into with Tuscany Region concerning the
definition of the widening project for the Barberino – Incisa sections and the lines of
penetration in Florence.
Traforo Monte Bianco
On 9 March 2002, after about three years of closing following the serious accident of 24
March 1999, the Mont Blanc Tunnel was reopened to traffic, first for passenger traffic and
afterwards for merchandise traffic as well. For the transport of goods the Italian-French
Intergovernmental Control Commission has set some limitations. The strengthening
interventions put in place are innovative and oriented to guarantee an automated and
technologically advanced management of the tunnel, based on prevention, on integrated
and computerised management of system components and on speed of intervention in
case of emergency.
The overall investment is over Euro 150 million just for the Italian side.
33
Other subsidiaries
The widening of the Turin – Savona motorway has been completed on schedule and
represents the achievement of a fundamental objective in the adjustment and
modernisation program of the Group’s network, with an overall investment of over Euro
460 million.
Also the section Morgex – Courmayeur, about 7 km long, of the Val d’Aosta motorway
junction has been opened to traffic, southwards traffic only, and whose completion is
expected within the year.
The present structure and investments of the year
The network
At the end of 2001, the Group motorway network spans some 3,119.7 km, plus 281.4 km
of
the
A24/A25
Rome-L’Aquila-Teramo
and
Torano-Pescara
motorways
whose
concession, as mentioned, is undergoing formalisation, thus totalling 3,401.1 km. In
parallel an increase in three-lane sections has bee noted, from 928.9 km to 944.9 km
following the development of the Orte - Magliano Sabina (13 km) section of the Milan –
Naples A1 motorway, and the Castellammare - Scafati (3 km) section of the Naples
Pompeii - Salerno A3 motorway.
Some significant data show the potentialities and the functions expressed by the Group
network.
The network system is composed of 23 arteries, organised both longitudinally and
transversally, with 263 toll stations that provide adequate accessibility. These arteries
extend with a high degree of accessibility along 15 regions and 59 provinces servicing
geographic and productivity areas where 83% of population, 87% of GNP, about 86% of
the employed and 86% of business-concerns are concentrated. They connect 255 train
stations, 26 ports, 18 airports and about 130 merchandise centres.
The geographical layout of infrastructures concerns the North for 1,476.9 km, the Centre
for 829.8 km and the South of Italy for 813 km.
The Group network is considerable in connection with the National and European system;
it actually represents 48% of the Italian motorway system (6,484.7 km) and 56% of the toll
system (5,590.7 km tunnels included) and has an optimal interconnection standard: the
34
main interconnected network, namely that can be travelled over without interruption has an
overall span of 4,490 km.
With regard to the international situation, the Group network represents 5.4% of European
motorways (57,600 km) and 16.5% of toll motorways (18,900 km).
The planimetrical, altimetrical, geometrical features of the Group network are composite:
860 km mountain (27% of total), 331 tunnels and 642 bridges and viaducts longer than
100 metres.
35
AUTOSTRADE GROUP NETWORK
Motorway hauls
Totals
Operational Network (km)
As at 31.12.2001
Of which 3 or Year of opening to
more lanes
traffic
Società Autostrade
A 1 Milan-Naples
803.5
93.5
432.1
93.5
1958 - 1964
1927 - 1931
50.0
77.7
-29
1935
1924 - 1925
24.0
45.5
11
16.4
1988
1960 - 1966
81.7
48.7
65.4
----
1932 - 1933
1965 - 1969
1967
127.3
781.4
172.3
-104.2
--
1966 - 1970
1966 - 1975
1966 - 1969
101.2
244.9
82.2
55.3
6
129
41.2
55.3
1979 - 1986
1976 - 1995
1972 - 1995
1975 - 1976
2,854.6
917.7
Turin – Savona
Naples - Pompeii - Salerno
Naples Ring Road
Mont Blanc Tunnel
Leghorn - Rosignano
Valle d'Aosta motorway junction
130.9
51.6
20.2
5.8
36.6
20.0
-7
20.2
----
TOTAL SUBSIDIARY COMPANIES
265.1
27.2
TOTAL AUTOSTRADE GROUP (*)
3,119.7
944.9
A 4 Milan-Brescia
A 7 Serravalle-Genoa
A8/A9 Milan-Lakes
A8/26 Branch
A 10 Genoa-Savona
A 11 Florence-Sea-side
A 12 Genoa-Sestri
A 12 Rome-Civitavecchia
A 13 Bologna-Padua
A 14 Bologna-Taranto
A 16 Naples-Canosa
A 23 Udine-Tarvisio
A 26 Genoa Voltri-Gravellona Toce
A 27 Venice-Belluno
A 30 Caserta-Salerno
TOTAL AUTOSTRADE SpA
1960 - 1971
1929 - 1961
1972 - 1975
1965
1993
1994
To these, the 281.4 km of the Rome-L’Aquila and Torano-Pescara motorways must be
(*) added
36
Monte
Bianco
Belluno
Tarvisio
A23
A8
A9
A26
A27
A4
Brescia
Milano
Venezia
Padova
A13
A1
A26
A7
A6
A10
A12
Ravenna
Bologna
Genova
A1
A11
Firenze
Pisa
A14
Ancona
A12
A1
Pescara
Civitavecchia
A12
A14
Roma
A1
Bari
A16
A30
Napoli
A3
A14
Taranto
LEGENDA
Rete Gruppo Autostrade
Rete Anas e altre società
Legenda = Caption
Rete Gruppo Autostrade al 31.12.2001= Autostrade Group Network as at 31 December 2001
Rete Anas e altre società = Anas and other companies’ networks
Roma = Rome
37
Napoli = Naples
Torino = Turin
Milano = Milan
Venezia = Venice
Firenze = Florence
Padova = Padua
Genova = Genoa
Investments to improve the network
During 2001, the work concerning the improvement and development program of the
corporate network to bring up to date the structures, to increase the quality of the service
and the functionality of the system continued.
The investments in tangible assets in the year have been equal to Euro 397 million (Euro
394 million in 2000).
The major works in progress or realised involve:
-
improvement of the section Bologna – Florence on the Milan – Naples A1
motorway, for which the Government confirmed the decision to carry out the whole
work in conformity with the original definitive project, also judging it compatible with
the environment, while at the same time issuing some recommendations and
regulations;
-
widening of the Orte – Fiano Romano section of the A1 motorway to three lanes;
-
completion of the redoubling of the Turin – Savona, that took place in November
2001;
-
modernisation of the Naples – Pompeii – Salerno, with the opening to traffic of the
new Torre del Greco junction and the widening of 3 km to three lanes;
-
improvement of the Naples Ring Road;
-
realisation of the Morgex – Mont Blanc section of the Val d’Aosta motorway
junction, with the opening of the sector to southwards traffic;
-
restoration and integration of the safety of the Mont Blanc Tunnel.
The following tables contain a summary description of the progress of construction work
and of projects related to the investments plan of the Group.
38
CONSTRUCTION ACTIVITIES
ONGOING WORKS
PROGRESS OF WORKS
Strengthening of the Bologna-Florence stretch :
Sasso Marconi – La Quercia
stretch
Work in progress in lot 5 (approximately 5 km); as for lot 1 (7
km) the final awarding of the works is under way; as for lot 3 (4
km) the tender procedures are under way; the Environmental
Monitoring Plan is being drawn up.
3% of work in progress in lot 2
Setta river protection works The works awarding procedures are under way with reference to
(environmental
adjustment the Reno-Setta abductor as well as the Marzabotto sewer
Sewers Completed
works)
Florence North and new headquarters building junction :
Milan-Florence west and
Rome-Florence west direct
interconnection ramps
(lot 1)
Headquarters Building, New
Police station and motorway
patrol (lot 2)
Contract with the enterprise has been terminated; the works
completion expertise inquiry is under way
Progress status: 70%
Works are about to be completed ; noise-abating barrier and
police barracks have been finished .
Widening to 3 lanes between km 279 and 281 as well as the
3rd lane of the Florence northFlorence south stretch of the A1 carrying out of two new overpasses are under way
motorway in the A1-A2
interconnection stretch (lot 3)
Widening of the Orte-Fiano stretch:
rd
from km 491+500 to km
507+500
(A haul)
From km 507+500 to km 522
(B haul)
3 lanes over 13 Km between Orte and Magliano Sabina were
opened to traffic on 31 December 2001
From km 522+000 to km
523+200 (C haul)
Tunnel completion project has been approved, tender procedures
for the new awarding have been started
Motorway widening works continue
From
km 523+200 to km Pileggi artificial tunnel as well as motorway widening works have
been completed
529+320 (D haul)
Junctions and stations:
Genoa Bolzaneto
Junction widening works continue
Genoa Airport
New junction ramps have been completed
Transformation of the Ravenna
branch (From closed to open
Works for the new Ravenna barrier have been awarded
system)
39
Other adjustments
Works have been completed on the Milan North barrier, work in
progress on Pescara west-Chieti, Recco, Pesaro and Aurelia
Barriers
ONGOING WORKS
WORKS PROGRESS
Restoration and integration of Completed
the Mont Blanc Tunnel safety
levels
Ring motorway of the Val d’Aosta: Morgex-Monte Bianco section
Southbound (towards Aosta)
Northbound (towards Sarre –
Mont Blanc)
Doubling of the TurinSavona branch
Modernization of the NaplesPompeii –Salerno branch
The section was opened to traffic on 1 July 2001
Completed
On lot 2 the works have a 15% progress status. As for lot
completion, it is envisaged within 30.04.2002. Lots 4 and 5 have be
finalized
Completed
The Torre del Greco junction as well as 3 km of 3-lane
widening have been open to traffic
40
PLANNING ACTIVITIES
PLANNED INTERVENTIONS
PLANNING STATUS AND APPROVAL PROCEDURE
Strengthening of the Bologna-Florence haul:
La Quercia - Aglio –
Barberino haul
The final planning of the La Quercia – Labaro haul (lot 5) as well
as the executive planning of the La Quercia – Badia Nuova haul
(lots 5,6,7) are being completed;
the final project of the Badia Nuova –Aglio haul (lots 9-10-11,
Basic tunnel) is being updated;
The executive project of lots 12 and 13 as well as specialist
environmental studies are being adjusted
Barberino – Incisa 3-lane widening:
Florence North – Florence
South haul
Barberino di Mugello –
Florence North and Florence
South – Incisa hauls
At executive planning stage
Penetration axes in Florence
Negotiations with the Florence Municipality are under way with
reference to the works on the Peretola terminal of the A11.
The Service Conference for the Varlungo penetration axis has
been concluded with some prescriptions, the economic impact of
which is currently being assessed
4-lane widening of the
Modena-Bologna haul of the
A1
Preparatory intervention works on paving have been awarded; the
agreement with Local Government Bodies on compensation works
is currently being ratified and formalized
widening of the Milan EastBergamo haul of the a A4
Milan-Brescia
The final planning and Environmental Impact Study have been
started
Adaptation of the Bologna
Ring Road
The agreement with Local Government Bodies on the possible
carrying out of some works linked to the Ring Road widening
project is currently being ratified and formalized
Stations
The Caprara di Campegine (A1)Station executive project and the
planning for the Villamarzana (A13) junction are under way; the
works for the new S. Maria Capua Vetere (A1) junction are
currently being awarded.
At preliminary planning stage, solutions concerning some critical
points of the route are waiting to be defined together with the
relevant Local Government Bodies
41
♦ TRAFFIC
The slow down of the world economy, noted in the first part of 2001, intensified in the last
quarter of the year, primarily due to the consequences of the September terrorist attack in
New York. The Italian economy as well recorded a reduced growth trend in the year
compared to the estimate of year-end 2000, with a GNP of 1.8%.
The macroeconomic trend and the drop in world production (-0.6%) however did not
influence the demand for motorway mobility.
Traffic over the Group’s network, equal to 46,933 million kilometres driven, with a daily
average intensity of over 41,000 ADTV (Average Daily Theoretical Vehicles), actually
increased by 3.5% over the previous year. Lightweight traffic increased by 3.7% while
heavyweight traffic increased by 2.8%.
Mobility on the arteries managed by the concessionaires of the Group definitely reported
mixed patterns among the different companies.
Autostrade SpA and Autostrada Torino – Savona registered a considerable increase in
kilometres driven (+3.6% and +4.5%, respectively), SAT and RAV a definitely high
increase (+8.6% and +16.3%, respectively) while Tangenziale di Napoli and SAM
registered a stagnation (+0.9% and 0.0%, respectively).
The high increase concerning the motorway managed by RAV is due to both the gradual
recovering of the consistent quotas lost during the previous years and the opening of the
southward Courmayer - Morgex section, 6.7 km long, that took place in July.
On the other hand, the completion of the redoubling is behind the increase on the Savona
– Torino motorway while Tangenziale di Napoli and SAM suffered, in terms of growth, the
high intensity of traffic already serviced.
787 million vehicles (634 million lightweight and 153 million heavyweight vehicles)
travelled on the Autostrade SpA network, corresponding to a 2,156,066 daily average. The
other motorways of the Group have been travelled by the following numbers of vehicles:
Leghorn – Rosignano 6.7 million, Aosta Link - Mont Blanc 1.8 million, Turin - Savona 16.2
million, Naples Ring Road 94.7 million, Naples – Pompeii - Salerno 56.3 million.
42
Kilometers covered on the Autostrade Group network
years 1997 - 2001 (in millions)
50,000
45,000
40,000
35,000
30,000
heavy
25,000
light
20,000
15,000
10,000
5,000
0
1997
1998
1999
2000
2001
43
TRAFFIC ON THE NETWORK OF AUTOSTRADE GROUP
Kilometers covered in 2001 (in millions)
Motorway hauls
Light
% Variat.
in
2000
Heavy
% V ariat.
in
2000
Total
% Variat.
in
2000
VTMG
2001 (1)
Società Autostrade
A 1 Milan-Naples
A 4 Milan-Brescia
A 7 Serravalle-Genoa
A8/A9 Milan - Lakes
A8/26
A 10 Genoa-Savona
A 11 Florence-Sea
A 12 Genoa-Sestri
A 12 Rome-Civitavecchia
A 13 Bologna-Padua
A 14 Bologna-Taranto
A 16 Naples-Canosa
A 23 Udine-Tarvisio
A 26 Genoa Voltri-Gravellona
A 27 Venice-Belluno
A 30 Caserta-Salerno
Mestre junction
TOTAL AUTOSTRADE SpA
Turin - Savona
12,262.1 3.9
2,472.6 3.7
841.1
477.5
113.5
2.8
1,761.4 1.7
339.8
392.1
74.7
4.5
703.9
146.7
1.8
1,175.5 3.5
245.5
738.2
138.8
2.2
488.4
88.5
6.2
1,269.8 5.7
461.3
7,261.4 4.6
2,523.8
1,035.2 3.8
258.7
420.2
200.5
3.7
1,499.0 2.7
383.0
471.5
98.6
3.9
486.5
156.8
5.8
62.3
23.5
2.6
32,977.4 3.9% 10,338.0
651.4
4.2
Naples - Pompeii - Salerno
1,382.9 0.1
Naples Ring Road
945.7
0.9
Mont Blanc Tunnel
----Leghorn - Rosignano
178.3
8.0
Valle d'Aosta Ring Road
32.9
15.4
TOTAL SUBSIDIARY COMPANIES 3,191.2 1.7
TOTAL AUTOSTRADE GROUP
4,243.1
133.2
151.7
85.5
--51.6
4.4
426.3
36,168.6 3.7% 10,764.3
2.1% 16,505.2 3.4
3,313.6 3.3
2.2
2.0
1.8
3.8
3.5
2.9
2.4
7.3
3.8
3.3
1.6
6.2
4.1
2.5
4.6
3.4
2.7%
6.0
0.7
--10.8
23.8
3.3
591.0
2.6
2,101.2 1.8
466.8
4.4
850,6
2.1
1,421.0 3.4
877.0
2.2
576.9
6.4
1,731.1 5.2
9,785.2 4.2
1,293.8 3.4
620.6
4.5
1,882.0 3.0
570.1
3.6
643.3
5.5
85.9
2.8
43,315.4 3.6%
784.6
4.5
1,534.6 0.0
1,031.2 0.9
----229.9
8.6
37.3
16.3
3,617.5 1.9
56,279
97,095
32,384
74,089
53,291
51,217
47,652
49,337
24,167
37,256
34,309
20,573
16,802
21,055
19,002
31,870
--41,572
16,421
81,481
139,862
-17,210
4,706
37,975
2.8% 46,932.9 3.5% 41,271
(1) Net of the length of the Mont Blanc Tunnel. The values including RAV are assessed according to the number of days and
one-direction character of the new haul opened
(*) Provisional data.
44
AUTOSTRADE GROUP
FLOW CHART FOR PHYSICAL HAUL
VTMG – YEAR 2001
Legenda =Caption – VEICOLI MEDI GIORNALIERI = AVERAGE DAILY VEHICLES
45
GRUPPO AUTOSTRADE
DIAGRAMMA DI FLUSSO PER TRATTA FISICA
VTMG - ANNO 2001
Legenda
VEICOLI MEDI GORNALIERI
Brennero
Belluno
Monte
Bianc o
2.000
Gravellona
Como
AOSTA
Udine
MILANO
Ba rd onec c hia
Tarvisio
TORINO
Bresc ia
20.000
Padova
Piacenza
40.000
Ravenna
Modena
Parma
60.000
Sestri L..
Savona
BOLOGNA
GENOVA
La Spezia
Pisa
FIRENZE
Livorno
Rosignano
M.
ANCONA
Teramo
Pesc ara
Civitavec chia
ROMA
Caserta
NAPOLI
Roma = Rome
Firenze = Florence
Torino = Turin
Venezia = Venice
Padova = Padua
Milano = Milan
BARI
Canosa
Salerno
Taranto
46
Genova = Genoa
Napoli = Naples
KILOMETRES COVERED ON AUTOSTRADE NETWORK- MONTHLY DISTRIBUTION
(year 2001 – million of kilometres)
Month
Light
vehicles
January
February
March
April
May
June
July
August
September
October
November
2,443
2,615
Difference %
'01-'00
4.9%
2.0%
2.9%
2.8%
3.9%
6.2%
2.8%
5.1%
3.3%
5.3%
6.8%
December(*
)
2,667
-2.3%
TOTAL
3.7%
36,169
(*) Provisional figures
Heavy
vehicles
Var % '01-'00
Total
12.3%
-0.6%
1.6%
4.5%
3.2%
3.7%
3.7%
0.6%
-0.5%
6.0%
901
765
10,764
1.3%
-2.0%
2.8%
Difference%
'01-'00
6.6%
1.3%
2.5%
3.2%
3.7%
5.6%
3.0%
4.4%
2.4%
5.5%
3,516
3,432
46,933
5.3%
-2.2%
3.5%
47
Kilometers covered on the Autostrade Group network in 2001
monthly trend by category (millions)
6,000
5,000
4,000
heavy
3,000
light
2,000
1,000
r
r
De
ce
mb
e
mb
e
ve
er
tob
No
Oc
mb
er
st
pte
gu
Se
Au
ly
Ju
ne
Ju
y
Ma
ril
Ap
rch
Ma
ar y
bru
Fe
Ja
nu
ary
0
♦ TOLL RATES
The Companies of the Group, as the new conventions are fully in operation, have been
able to proceed with toll adjustments as of 1 January 2001. The only exception is the Mont
Blanc Tunnel following the adjournment of its reopening to 2002.
The price cap mechanism foreseen by the resolution of CIPE of 20 December 1996 is
formulated as follows: ∆Τ < ∆P - X + β∆Q (where ∆Τ is the toll adjustment; ∆P planned
inflation; X expected productivity rate; β∆Q service quality factor).
The applied adjustments and the variables that permitted to determine them are in the
following table.
48
Autostrade Group – Differences in charges for 2001 (percentage values)
∆P
Concessionaires
Autostrade S.p.A.
SAM
Tangenziale di Napoli
Torino-Savona
RAV
SAT
β∆ Q
X
1.7
1.7
1.7
1.7
1.7
1.7
0
-10
0.33
-5
0
0
∆T
0.09
0.32
-0.98
0
0
0
1.79
12.02
0.39
6.7
1.7
1.7
To be noted that also in 2001 the variance between real (2.7%) and planned inflation
(1.7%) has been substantial; since 1998 the simple difference between the two values,
resulting in as many toll non-adjustments, altogether amounted to 2.7 points.
With regard to the variation for 2002, as of 1 January of this year the following variations
have been applied:
Autostrade Group – Differences in charges for 2002 (percentage values)
∆P
Concessionaires
Autostrade S.p.A.
SAM
Torino-Savona
RAV
SAT
β∆ Q
X
1.7
1.7
1.7
1.7
1.7
1.7
∆T
0.51
-0.13
-0.93
0
0
0
0
-10
0.33
-5
0
0
2.21
11.57
0.44
6.7
1.7
1.7
With regard to the Mont Blanc Tunnel for which, in compliance with the international
agreements
different
tariff
regulations
apply,
in
the
month
of
February
the
Intergovernmental Control Commission authorised a 10% toll increase for lightweight
49
vehicles and an increase of between 11% and 18% for heavyweight vehicles as of the
date of the reopening of the tunnel to traffic.
Year 2001 saw all the companies of Autostrade Group making efforts to adapt equipment
and corporate procedures to the Euro, which involved the progressive implementation of
over 1000 corrective interventions.
In order to help the management of change after the introduction of the new money, the
Ministries of Infrastructure and of the Economy, as proposed by ANAS, on 12 November
2001 issued a decree to modify the pre-existing system of rounding off tolls, establishing
that the rounding off must refer to 10 cents. Tangenziale di Napoli is an exception as the
round off is established in 5 cents.
♦ NETWORK AND SERVICE MANAGEMENT
Maintenance
To maintain the infrastructure network in efficiency, with high performance and safety
standards, the concessionaire companies of the Group also during 2001 carried out an
intense surveillance and control activity, utilising special and highly efficient equipment
through its central and peripheral assets as well as through the subsidiary SPEA. This
activity allowed for an effective and efficient planning of maintenance, with regard to
prevention and preservation.
In 2001 a significant rationalisation of spending took place with regard to maintenance of
the network managed by Autostrade, also through the introduction of standards of
intervention and the reassessment of contracts that involved over 180 work sites. This
activity mainly concerned:
•
Restoration of bridges, viaducts and tunnels concentrated in the Liguria, TuscanyEmilia, Irpinia Apennine and Adriatic areas;
•
Replacement of damaged dilatation joints, mainly located on the Liguria, TuscanyEmilia and A23 motorways;
•
Intervention to control landslides in the Liguria, Tuscany and Adriatic areas;
•
Hydraulic work on some crossings such as the Tagliamento 1 viaduct on the A23
motorway
50
•
Correction of safety barriers with the integration and replacement of over 330 km,
mainly on the Milan-Bergamo, Milan-Como, Bologna-Padua motorways, the FlorenceChiusi section and the Adriatica;
•
Closure of some by-passes for U-turns along the motorways.
With regard to maintenance of paving, the following work has been carried out:
•
Interventions to improve grip (on over 220 km of motorway), and to improve
smoothness of the surface (on over 160 km of motorway), on some 10.1 million square
metres of paving (about 14% of the whole Autostrade network);
•
Interventions for the restoration of carrying capacity (on about 80 km of motorway) with
in-depth restorations, both traditional and with composite polyfunctional paving, carried
out on over 15 km of the A1 in the S.Cesareo-Anagni section.
As usual, the routine and functional maintenance of the markings, the greenery on
escarpments and central reserves, safety barriers damaged by accidents, facilities and
constructions, as well as the activities related to winter operations has been carried out.
Safety and service quality
Traffic safety is a primary component of quality of service and therefore is constantly
monitored and subject to interventions (of prevention and maintenance).
2001 figures indicate an improvement over 2000 with regard to the most serious accidents:
currently, 382 deaths have been reported, compared to 407 in 2000, a 6.1% decrease.
Accidents with consequences on persons, 7,447, and injuries, 13,158, increased
respectively by 3.7% and 2.8% over 2000.
Rates with regard to traffic are equal to: 15.9 accidents resulting in injuries for 100 million
km travelled (15.8 in 2000); 28 in wounds (28.2 in 2000); 0.81 in deaths (0.90 in 2000).
51
ACCIDENTS ON AUTOSTRADE GROUP NETWORK DURING 2001
ÀCCIDENTS
Autostrade
Network
TOTAL GROUP
NETWORK
Number of accidents causing
Injury to people
6,791
7,447
%difference compared to 2000
2.3%
3.7%
Rate compared to traffic (*)
15.7
15.9
12,040
13,158
2.2%
2.8%
27.8
28.0
Number of deaths from accidents
358
382
-9.4%
-6.1%
0.83
0.81
Number of injuries from accidents
(*) Per 100 million km travelled
Accidents
with
injured
people
on
the
Autostrade and Group network – rates for 100
million km covered
20
16.5 17.2
15.9 15.8
15.7 15.9
1999
2000
2001
16
12
8
4
0
Autostrade
Group
52
With the aim of always assuring a high standard of service, the Company organised a
specific structure dedicated to Quality, also establishing a guiding Committee of the
highest level and localising operatives in the Parent Company and subsidiaries.
This activity, started up in 2001, has three macro-projects: estimate of Quality,
improvement of performance, extension to the subsidiaries of the Autostrade Quality
System.
First of all it performed a survey on the quality expected and perceived by customers about
all components of motorway service. In parallel, and with regard to every service
component, a charter of indicators of quality provided has been elaborated.
The comparison of expectations, level of satisfaction and service provided brought about
the definition of a first Quality Report, based on which, at the end of the year, objectives of
improvement, responsibility, dedicated resources have been set.
Furthermore, initiatives of improvement of key processes of corporate operativeness have
been executed and the most suitable indicators to monitor services have been defined.
Some of these key processes (acquisition and management of accident rate data,
disturbance of traffic and quality control in Service Areas), already ISO 9002 certified in the
previous years, at the beginning of 2001 have been brought to a higher level of
certification, ISO 9001, in compliance with the new Vision 2000 regulation.
Furthermore, during the first months of the year, the activities of the Data Survey Centre of
Fiano, of the road data bank of Rome and of the experimental track of Anagni have been
certified ISO 9002.
Another important activity of 2001 has been the publishing of the new edition of the “Carta
dei Servizi” of Autostrade. At the beginning of 2002 the Charts of Services of the
subsidiaries will be published.
Collection and development of the systems of payment
In the framework of the plan of station modernisation, the experimental stage of the
standardisation at the Milan North barrier ended, where a system of pre-canalisation of
traffic flows to support the faster transit through stations in great safety has been put in
place. In the near future the objective is to extend the new system to all the stations of the
network.
53
The modernisation of the structures and equipment goes along with the progressive
increase in the use of automated payments systems. On the network operated by
Autostrade, 58% of payment transactions were made through automatic means (55.4% in
2000); the dynamic collection with Telepass covered 37.7% of transits (32.8% in 2000).
On the Group network, automated payments have been equal to 54.1% (51.5% in 2000).
The increase of circulating Telepass devices continues at a sustained rate: 3,632,297 at
31 December 2001 (+28% over year-end 2000), of which 1,250,326 are Telepass Family.
Autostrade Spa
Method of payment
Exit transactions (provisional figures)
Figures in millions
2000
%
2001
%
Manual transactions
276.4
43.5
270.05
40.96
Automatic transactions:
Automatic teller
10.4
1.6
12.77
1.94
A/C and Plus Viacards
54.0
8.5
46.46
7.05
Telepass
208.3
32.8
248.34
37.70
Pre-paid cards
45.5
7.2
39.36
5.97
Credit cards
17.3
2.7
19.03
2.89
Fast pay
16.6
2.6
16.22
2.46
Total
352.1
55.4
382.38
57.99
6.9
1.1
6.91
1.05
635.4
100.0
659.34
100.00
Other
Overall total
54
Exit transits at stations by type of payment means
Autostrade S.p.A.
700
600
500
400
300
200
100
0
1999
2000
2001
Manual transactions
Automatic cashpoint
Viacard c/c e plus
Telepass
Prepaid cards
Credit cards
Fast pay
Other
PAYMENT CARDS IN CIRCULATION
DEFERRED PAYMENT
12/1999
12/2000
12/2001
2001/'00
VIACARD CARDS
Total no. of Viacard A/C cards
Total no. of Pre-paid Viacard (*)
Total no. of Telepass machines
Diff. %
1,782,905
7,224,110
1,517,729
2,162,376
6,276,431
2,052,792
2,297,201
5,404,394(**)
2,632,297
6.3
-13.9
28.2
(*) number of cards sold
(**) forecast figures
The installation and activation plan of the equipment for the Centralised Monitoring of
stations, which permits the remote control of the facilities, has continued: at year-end 135
out of 223 stations of Autostrade are equipped.
55
Telepass devices in circulation
3,000,000
2,500,000
2,000,000
1,500,000
1,000,000
500,000
0
31.12.1999
31.12.2000
Telepass devices associated with Viacard
31.12.2001
Telepass Family devices
Customer assistance
The information and assistance activities for customers of the concessionaires of the
Group, coordinated by 15 operation centres, takes advantage of a series of structures and
installations distributed along the whole network, whose functioning and connection is
assured by the telematic and computerised network of Autostrade.
Emergency help to motorway users is provided through 3,861 SOS posts along the
motorways. These posts are equipped for automatic calls for mechanical and medical
emergencies and are connected to operation centres which automatically alert the
institutions that have an agreement with Autostrade. Mechanical emergencies are handled
by ACI and Europ Assistance VAI.
Surveillance and control of traffic on the motorway are the duty of the Motorway Police.
During 2001 a new convention was signed for the Motorway Police service. This
convention, with a two year duration, introduces numerous productivity parameters for the
patrols with regard to the reduction of accidents, the fairness of the tickets and the timely
restoration of traffic flow and aim at creating more synergies between the Police and the
Road Auxiliaries.
The structures dedicated to the control of traffic and information to customers along the
motorways include: 74 bases for the survey of traffic in real time, 711 cameras to monitor
traffic, 384 variable-message boards.
56
Information to customers is widely supported by: the broadcasts of Isoradio, whose range
has been increased by a further 100 km, reaching a total of 1,700 km, equal to 55% of the
network); the call centre service at the Centre of Multimedia Production of Rome, active
around the clock; the toll-free number and the Web site www.autostrade.it. Personnel of
the concessionaires is also available to the public for information and business assistance
at the 77 Punto Blu locations distributed along the Group network.
Management risk cover
The Company, to cover the risks connected with carrying on its activity and the
subsidiaries, tool out at the best market conditions, some insurance policies in delegation
to Assitalia SpA, now Generali Group. The participating share of the group
Assitalia/Generali to the various policies varies between 80% and 100%. The total amount
of insurance premium concerning 2001 is some Euro 8.7 million.
57
GROUP NETWORK SERVICE STRUCTURES AND SYSTEMS
as at December 31 2001
MOTORWAYS
SERVICES AND
SYSTEMS
Service areas
2000
GROUP TOTAL
2001
2000
2001
207
207
234
234
103
103
108
108
70
70
77
77
289
306
367
384
1,600
1,700
1,600
1,700
35
35
40
40
3,477
3,477
3,861
3,861
320
335
696
711
Car Parks
punto
blu
Punto Blu
Message panels
News and
information radio
service (Isoradio)
(km covered)
Motorway police
stations
SOS
SOS Telephones
Traffic control
video-cameras
58
2. THE INDUSTRIAL SECTOR
The favourable prospects arising from the context of reference, with the adoption of the
Objective Law, the forecast changes in the provisions for contracts, the transfer of
competencies from ANAS to the Regions and Provinces with regard to the management of
some 30,000 kilometres of national roads have induced SPEA, the planning company of
the Group, to increase the production, within the scope of the planning of new works and
enhancing the existing ones, of the surveillance systems, terotechnology, auxiliary and
complementary works, and to increase its competitiveness, with the purpose of seizing the
opportunities that will be offered by the markets, increasing the non-Group activities.
2001 brought a decrease in normal production (-8.5%), determined by the reduction in the
activities carried out for the Group holder (-22%), while the activities carried out for the
other concessionaires increased (+13%) and those for non-captive customers (+8%). On
the whole, production for the Group represented 76% of the total.
The Pavimental company in the year carried out the normal maintenance activity on
behalf of the Group and has entered into a new agreement effective 1 July 2001 - 31
December 2003.
Always for Autostrade, it carried out some widening completion, improvement and
restoration work in the network.
Third party orders mainly concerned work in stopover areas and airport strips (Venice,
Genoa, Naples, Bologna and other minor ones).
59
3. THE SERVICE AREAS BUSINESS
♦ Management of services in the areas
The service areas sector in 2001 reported a new and significant boost.
The Company defined a strategic plan of development and the detail of the relevant
investments to modernise, widen and standardise the Service Areas network to ensure
motorway customer satisfaction, maximisation of proceeds and exploitation of corporate
assets, also in view of the upcoming expirations of the concessions, that concern 85% of
the services actually present on the Autostrade network.
These expirations represent a unique opportunity to advance the assets of the service
areas. For this reason Autostrade defined clear strategic objectives that aim at:
♦ the improvement of the comfort and the quality of the services offered on the network
of Service Areas;
♦ the implementation of planning standards repeatable on the whole network;
♦ the in-depth and in scope development of the commercial offer in the service areas of
the group;
♦ ensure competitive pricing;
♦ characterise the offer with regard to the area of reference.
The interventions for the advancement of the Service Areas will be carried out based on
standard modular models, repeatable and adaptable to the different morphologic situations
along the network. This will provide uniformity and high quality of the infrastructure and of
the service provided while speeding up the realisation schedule.
The large Service Areas will offer, on a significant dimensional scale (at least 6 hectares
and 3,000 built-up square metres), numerous innovative services in “integrated or “non
integrated” structures, keeping the oil and non-oil infrastructures separated, but always on
the basis of modular standards of transit and of planning adaptable to all the
characteristics of the areas.
The medium Service Areas will have “integrated” or “non integrated” structures, of large
dimensions as well (up to 5 hectares of open area and 2,500 built-up square metres) and
they also will offer new services to the customers.
60
The small areas will be mainly characterised by a high oil and non-oil “integration” to
ensure in an economically efficient way adequate services for customers even in
“cramped” spaces.
The stopover, refreshment and refuelling services are offered to motorway consumers in
the 234 Service areas of the Group network, with the addition of 108 non-staffed parking
areas. All activities of the service areas are assigned under concession to companies from
which motorway companies receive royalties on sales.
In the framework of the plan, the new procedures have been defined for the award of
services in the Areas. The convention with ANAS determines that services must be
awarded onerously “based on competitive, transparent and not discriminatory procedures,
adequately advertised”. In addition, the Antitrust, with resolution N. 8090 of March 2000,
prescribed the entrusting of the management of the aforesaid procedures to independent
and highly qualified third parties, including the definition of the prerequisites to participate
and the criteria of assignment. To this end, KPMG Corporate Finance has been hired as
Advisor, and has established a bidding procedure and the relating mechanism of
evaluation of the offers, that will be applied next year according to the expiration of
concessions.
Last 31 December 2000, concessions relating to 60 services expired, concerning 40
Areas.
With regard to these concessions, the Company proceeded, after notifying the concerned
Bodies, to set out the procedures for the three-year extension of these concessions, with
regard to the necessity of completing the analysis related to the development program of
the Areas and the relevant management experimentations.
On this subject and for the aspects of concern, the Antitrust Authority in March set out
proceedings that ended in September, with the authorisation for the extensions.
The definition of the economic aspects connected with the extensions brought the
revaluation of royalty rates with respect to year 2000, in the order of 70% for fuels (about
0.015 Euro/litre) and of 120% for non-oil sales (rates vary between 9% and 12%).
This year a further rationalisation of the fuels distribution network has been achieved that
involved the increase of the presence of the oil concessionaires Totalfinaelf and Tamoil,
who altogether acquired 30 installations of Agip (Agip and Ip trademarks), with a
substantial readjustment of market share among petroleum concessionaires.
61
In the framework of the same reassessment of the agreements in effect, the sale to Tamoil
of more services in 17 areas has been authorised, whose formalisation is subject to the
agreement of the Antitrust Authority.
In the course of the year the usual monitoring of service levels in the Areas of the network
and the control of the activities of the concessionaires continued, both by surveying the
quality indicator and by the verifications carried out by the “Direzione di Tronco” (Section
Management) to define any maintenance intervention.
With regard to the economic aspects, it has been noted that in 2001 the activity in the
Service Areas of Autostrade showed an increase in fuel sales, in refreshment and in nonoil products sales.
Fuel sales reached 2.34 billion litres, a 2% increase over 2000, mainly due to Diesel fuel
sales (+6.4%), while petrol sales decreased by 3.8% and GPL by 2.9%.
In 2001, non-oil activities increased by 3.4% in current lire, with a parallel trend between
refreshment activities (+3.5%) and sales of products (+3.6%), while services showed a 3%
decrease (workshops, hotels, information services, currency exchange).
Also the sales of complementary products decreased (lotteries, tobacco and newspapers),
even if with scarce influence on royalties, due to the low rate.
Royalties altogether reached Euro 71.8 million (Euro 74.8 million for the whole Group),
with a 31% increase over 2000, mainly due to the higher rates deriving from the extension
of the concessions and from the renegotiation of the agreement with Agip.
INCOME FROM ACTIVITIES IN SERVICE AREAS
(millions of Euro)
1999
2000
∆%
2001
on ‘99
Autostrade SpA
Subsidiary companies total
Group total
∆%
on ‘00
52,4
54.5
4.0%
71.8
31%
2.7
2.8
3.8%
3.0
7.1%
55.1
57.3
4.0%
74.8
31%
62
Main economic relations kept up with Autogrill SpA in 2001
A description of the relations with Autogrill SpA is provided below according to their
significance.
It must be noted that the Autostrade Group granted to Autogrill SpA direct concessions to
perform refreshment and retail non-oil services in 93 motorway service areas, of which 9
were granted to affiliate companies.
In 2001 proceeds for the Autostrade Group deriving from economic relations with the
Company Autogrill amount to about Euro 21 million (of which about Euro 20 million is for
royalties relating to the management of Service Areas).
♦ ADVERTISING
On 4 October of this year an agreement was entered into with Jolly Pubblicità, Clear
Channel Group, world leader in the outdoor market, for the period October 2001 –
September 2004. Following the definition of the agreement, the industrial plan 2001 – 2005
for the marketing of advertising in Service Areas comes into effect.
The objectives of the plan are:
•
•
•
•
•
•
to increase income and reduce the uncertainty of proceeds;
to standardise the advertising exposures and improve the image;
to diversify the typology of means;
to enter an international circle to exploit the value of the motorway network and
introduce new forms of expository areas;
to introduce an innovative advertising system which may be extended to other
mobility meeting points;
to start a collaboration process that could lead to an industrial partnership.
As of 30 June 2001 the agreements with the 6 operators that managed a network of 458
posters in Areas of the Group and that generated a fixed income of Euro 1.1 million per
year for the Group ceased.
With the definition of the new agreement, the marketing of the areas is entrusted to a single
operator, a leader in Italy and in the world of the posting market and the outdoor
advertising at large, with the payment of a guaranteed minimum income to Autostrade, plus
a quota of turnover for Autostrade, equal to 55% (which decreases to 45% with the
63
achievement of the objective). Furthermore, the possibility to realise (after a period of
verification of results) a closer partnership is foreseen, with the making of a mixed
company controlled by Autostrade.
4 . ADVANCED SERVICES BUSINESS
During 2001, Autostrade TLC concentrated its activity, in terms of typology of offer and
organisational structure, on its core business of national telecommunications operator
oriented towards providing transmission services for national and international carriers,
consolidating its presence in the Italian market of pure transmitting connectivity based on
the quality provided and the flexibility offered.
Again in 2001, a modifying act of the business branch lease between Autostrade and
Autostrade TLC has been stipulated in which the subject matter of the lease, the economic
terms and the engagements for the transferred asset have been redefined. The
transmitting capacity supply contract has been redefined as well.
Along with interventions of innovation and expansion in transmitting capacity, the optical
wiring of the business and industrial areas of the major Italian cities (Milan, Rome, Bologna
and Naples) continued, having also, since November, the optical fibre connection with the
city of Turin, due to prior agreements.
In 2001 the Tower Management Autostrade project was established, whose objective is
the exploitation of Autostrade’s assets, through the offer to mobile telephony operators of
integrated infrastructures for the radio coverage of motorways, tunnels and adjacent city
areas. The proposed solution envisages shared radio tower and shelter on motorways,
optical fibre transmitting connection, turnkey maintenance and management.
With regard to Infoblu, in 2001 management focused on the technological structure for
providing info-media-mobility services and organise its management.
The company is not marketing yet and there is no business going on with third parties
since development activities are still at a very early stage.
64
OPTICAL FIBRE NETWORK
Endowment of the Autostrade Group at 31 December 2001
Brennero
A23
PORDENONE
Tarvisio
G.S. B ernardoVARESE
B ELLUNO
A9
UDINE
A27 A28
M .Bianco
COMO
A31
AOSTA
M estre
B RESCIA
A5
A4
TRIESTE
Ivrea
A4 VICENZA
VENICE
A4
M ILAN
1
A7
Frejus
PADOVA
A1
A13
A21
TURIN
PIACENZA
PARM A
A26
Serravalle
A15
BOLOGNA
M ODENA
RAVENNA
A10 GENOA
A12
SAVONASestri L.
A11
A14
LA SPEZIA
Ventimiglia
PISA
LIVORNO
FLORENCE
ANCONA
A32
Cecina
A1
PESCARA
Civitavecchia
A12
A25
ROM E
A14
A1
CASERTA A16
B ARI
A30
NAPLES
TRAPANI
M azara
Fibres
In the Autostrade network
Fibres
In subsidiary com panies’ thoroughfares
Fibres
In other motorways
Fibres
O utside the motorway route
PALERM O
SALERNO
TARANTO
M ESSINA
REGGIO CALAB RIA
CATANIA
SIRACUSA
65
5) AREAS OF EXPANSION
Parking areas
In 2001 Autostrade acquired from Spanish company Saba Aparcamientos (Acesa Group)
40% of Saba Italia, formerly Italinpa, which operates under concession 17 car parks and 4
“blue zones” in nine Italian cities, with a capacity of over 38,000 units, the most important
Italian operator.
This acquisition will favour the growth plans of Saba Italia SpA, based on integrating
Telepass with city parking, with particular reference to intermodal exchanges.
Furthermore, due to the international position of Saba Aparcamientos and the holding
Acesa, projects of the sector in Europe will be developed.
In the framework of the improvement of the Florence – Bologna sector on the A1, last July
Autostrade entered into an agreement with the City of Florence that provides for the
acquirement of a stake in Firenze Parcheggi, the company of the City of Florence for the
management of both surface and structured parking activity.
The agreement allows the Company to enhance its role as parking and intermodality
operator in the city of Florence, already providing access through the telematic passages
to the Limited Traffic Zone of Florence with telepass technology.
Intermodality and logistics
2001 saw the development of a large network of contacts with various transport operators,
at both the national and international level, and our analysis and development of projects
have been carried out to evaluate the opportunities offered by the liberalisation and
privatisation processes of transport services in Italy and in Europe.
Coherently with the indications of the European Union and the initiatives put in place by
the Government, with particular regard to the Strategic Works Plan (links with port and
airport hubs and multimodal passages), the possibilities of development in the combined
transport of goods, in travelling motorways, in motorways running along the sea and in
logistic platforms.
The still ongoing analysis are marked by rigorous evaluation criteria about the feasibility of
the projects, profitability and spin-offs in terms of improvements in the management
standards of the motorway network.
66
Foreign activities
To better manage the foreign investments of the Autostrade Group by merging them in an
apposite structure, in May 2001 Autostrade Finance SA was strengthened in terms of
financial endowments. Share capital reached Euro 160 million, from Euro 50 million,
therefore allowing the company to acquire the following foreign interest: 4.94% of
Autopistas Concesionaria Espanola SA-Acesa; 100% of Autostrade International US
Holdings, Inc. (previously controlled by Autostrade International SpA).
These interests come on top of the 25% stake in Midland Expressway Limited (MEL),
concessionaire of the British Department of Transport for the planning, financing,
construction and management of the motorway slip road Birmingham Northern Relief
Road (BNRR), owned by Autostrade Finance.
The work relevant to the BNRR project started punctually in 2001, as planned, and is
proceeding quickly so as to make one think that it will be completed in September 2003
instead of January 2004.
In 2001, Autostrade International US Holdings, through the subsidiary Autostrade
International of Virginia O&M, continued to manage the Dulles Greenway toll motorway in
the United States.
67
6) EQUITY INTEREST IN BLU SpA
The company events in the period 2001
The administrative events related to the participation of the subsidiary Blu SpA to the
bidding for UMTS concluded in a positive way. The claim promoted by Blu and by its
shareholders with the Regional Administrative Tribunal of Lazio for the annulment of the
measure taken by the Council of Ministers of 23 October 2000, that decreed to exclude Blu
from the bidding for the UMTS concessions and to enforce the guarantee of Lire 4,000
billion delivered by Blu as required by the bidding regulation was admitted, with the
decision of 19 February 2001 of TAR of Lazio, which excluded any violation of
confidentiality or breach of faith on the part of Blu.
The State Bar appealed the annulment but the appeal was definitively rejected on 4 July
2001. As a consequence of this decree, the Ministry of Treasure returned the guarantee,
with the consequent extinction of the counter-guarantee lent by Autostrade, for the amount
of Lire 1,280 billion.
Blu and the market
In 2001 the growth rate of the mobile telephony sector in Europe decreased with regard to
2000. Italy is the second European market (after Germany) with some 51 million SIM at
year-end, corresponding to a 20% growth over 2000. New activations have been equal to
some 9 million compared to 12 million for the previous year. The penetration of mobile
telephony in Italy reached almost 90% of population, positioning the Country well over the
European average, which is close to 75%. The Italian market is very competitive and
concentrated on the two major operators of the sector (about 81% market share).
2001 was characterised by the growing attention of the operators on the improvement of
the basic economic factors of the business and return on investments as a consequence
of the assignment processes of UMT licenses, which generated the known levels of
indebtedness and triggered a feeling of insecurity.
There was also evidence of the increase in price competition that particularly penalised the
less consolidated operators, and of the unsatisfactory development of the sector of data
68
transmission (on which Blu counted a lot) that has not had and still does not have the
desired evolution.
At the end of 2001 Blu almost reached 2 million SIMs (800,000 at year-end 2000, the startup year) characterised however by a lower than expected average income per user,
primarily due to the phenomenon of the multisim market.
The Blu radio network at year-end 2001 is composed of 1,796 sites in operation. The
coverage of the Blu radio network reaches over 64.3% of Italian population with 28.4% of
geographic coverage. The extension of the GPRS coverage is equal to the GSM one.
In March 2001 the national roaming with WIND was opened while on 2 July the roaming
with Omnitel was closed. Starting this autumn, GPRS roaming as well will be possible on
these networks.
At year-end 2001 Blu has 1,927 employees compared to 1,749 at year-end 2000.
Decisions of stockholders
Following the radical changes in the competitive conditions of the mobile telephony
market, both at the international and Italian level, Blu shareholders in April 2001 jointly
agreed to entrust two advisors with the sale of the whole company. This assignment,
protracted until November 2001, did not have a positive outcome.
Blu, in connection with the changed market conditions, applied with the Competent
Authorities for a review of its obligations, undertaken during the concession of the GSM
license. The review was granted for all the obligations applied by Blu except the obligation
to capitalise, as provided by the disciplinary measure enclosed to the license, as to which
the Ministry declared itself disposed to review this obligation conditional to the submission
of a new industrial plan that would justify the application of departure/release.
In November a new assignment for the sale of the company, even in parts, was entrusted.
Four parties, Wind, H3g, Omnitel and Autostrade itself with Sitech, limited to the motorway
sites, sent Blu the documentation regarding their scope of interest, and are still awaiting
the complete transformation of these offers into binding offers that hopefully will allow the
valorisation of the capital of competencies and resources of Blu as well as the
safeguarding of jobs.
69
The Board of Directors of Blu has constituted a Special Committee for financial
management with the task of controlling and managing financial exposure and keeping the
company’s commitments to the minimum, but however in a condition of business
continuity.
70
B). RESEARCH AND DEVELOPMENT
The research activities of Autostrade are aimed at innovative technical solutions and at
experimenting new methodologies in the engineering, electronics and telematics fields. To
this end the Company takes advantage of its research laboratories and experimentation
centres: the Survey and Material Tests Centre of Fiano Romano, the Survey Centre of
Romagnano Sesia, the Crash Test Centre of Anagni, the Laboratory of Prato Calenzano.
The main ongoing projects are:
•
S.I.R.U.U.S. research (Silent Roads for Urban and Extra-Urban Use), planned and
coordinated by Autostrade and co-financed by the European Community with the
objective to develop paving capable of abating the noise produced by traffic by
optimising the weaving, porosity and sound absorbent characteristics. The project is
at the experimental stage.
•
SMART STRUCTURES PROJECT (Integrated Monitoring Systems for Durability
Assessment of Concrete Structures). With the participation of Autostrade as
partner, with responsibilities in the development of results, co-financed by the
European Community, with the purpose of developing a remote monitoring system
for bridges and viaducts to verify their state of deterioration.
•
Experimentation of cold on-site recycling techniques with skimmed asphalt bitumen
and of reutilization of milled material from paving. These techniques permit the
reduction of costs and minimise the impact on traffic. The reutilization of milled
conglomerate, otherwise considered harmful waste, avoids disposal operations that
involve additional costs.
•
Continuation, in the framework of the corporate plan for the improvement of the
intrinsic safety of the motorway structure, of the activities for the setting up of safety
barriers through crash tests.
•
Participation in the European project CESARE II, the second stage of a project
promoted by ASECAP (Association of European Toll Motorway Concessionaires),
to define the characteristics of a teletoll system inter-workable at the European
level.
71
C). HUMAN RESOURCES AND ORGANISATION
In 2001, the Group pursued, within the scope of the progressive implementation of the new
organisational model, the objectives to develop the core business, to improve managerial
efficiency and to exploit corporate assets for the development of new areas of activity.
Organisational lay-out
The organisational readjustment interventions, carried out in the period within the Parent
Company, are as follows:
•
Introduction of the General Manager, who is in charge of carrying out the
development and management of the core business and new activities; three new
management areas report to the General Management:
o Service Areas management, for the exploitation and development of the
relevant activities;
o Advanced Services Management, in charge of the development and
coordination of the backbone and telecommunications sectors, of Tower
management, of info-media-mobility, of Information Technology, and of the
technological and commercial development of products and services related
to automated payment systems;
o Management of New Business Development, with the task of seizing new
development opportunities arising from the situation of reference;
•
The establishment of the Coordination of Institutional Relations Management, with
the mission to follow the evolution of regulations and provisions having an impact
on the activities of the Group with regard to the concession and technical areas and
to maintain relations with the Regulatory Bodies and ANAS;
•
The establishment of the Territorial Development Function, with the task of seizing
business opportunities at the local level and manage institutional activities in
connection with the extension of the motorway network, as well as to develop
international projects in the international range. The Territorial development
Function co-ordinates the activities of area managers.
In order to improve integration at the Group level and to develop common lines of action to
reach the expected results in terms of efficiency, quality and level of services, different
Committees for the periodic monitoring of the main areas of activity have been
established.
72
The formation activities carried out in 2001 were focused on the introduction of the Euro
and the implementation of the quality system.
Industrial Relations
With regard to industrial relations, the accelerating bonus has been reviewed and
discussions continued with union organisations of the sector about the strategic themes of
the Group and about some immediate effects arising from the implementation of the
organisational model.
With regard to the accelerating bonus in particular, on 3 April 2001, an agreement with the
Union Organisations providing for the modification of the previous mechanism was entered
into. Productivity relevant to year 2000 was paid by way of a non-recurring allowance. The
agreements reached provide for a different model of productivity bonus, according to
parameters coherent with the objectives of evolution of the Group.
On 7 December 2000, an important agreement with the unions was entered into, whose
pivotal points are:
Engagement to reach agreements on important corporate projects (automation
plan, Punto Blu, road conditions, installations, productivity bonus, SSC, multipremises subsidiaries), to which the validity of the agreement is bound;
Acknowledgement on the part of the Union Organisations of the 2001-2005
strategic courses of the Group;
Determination of solutions to preserve the employment continuity for the staff with
non-determined duration contracts, in view of the planned reorganisation and
recovery of productivity for the same 2001-2005 period.
Activation of a program of severance incentives;
Setting up of a training program to strengthen competencies and favour the
retraining of employees.
In application of the contractual provisions that introduced new conditions with regard to
working hours, the inclusion of staff in the new working hours schemes continued at the
local level, with significant results in terms of efficiency.
Moreover, again in application of the National Collective Work Contract of 16 February
2000, temporary work has been employed in some production units.
In 2001, at the Group level, there was labour unrest for a total of 10,800 hours, with a
consequent loss of income of Euro 7.3 million.
73
Labour cost and personnel
The cost of personnel of Autostrade was equal to Euro 336.3 million in 2001, with a
decrease of 2.2% over 2000 (Euro 343.9 million).
The change in cost compared to the previous year, is articulated as follows:
-3.1% (-3.9% in the previous year) from the change in average labour force, which
decreased from 7,060 units in 2000 to 6,839 in 2001 (-221 units), due to an
attentive personnel policy and to turnover, jointly with a lower utilisation of part-time
personnel and of time-contract personnel, with a significant recovery in average
labour force;
+0.9% (+2.3% in 2000), from the change in the elements that determine the
evolution of the average cost per unit, which increased from Euro 48,700 in 2000 to
Euro 49,200 in 2001. This change is due to the effect of salary increases as per
union scale, determined during the renewal of the Collective National Work
Contract, by the increase deriving from the agreement on the accelerating bonus
and the biennial seniority increase. Another significant element is represented by
the decrease of variable work done that affects the average and total labour cost.
The labour cost of the Group amounted to Euro 452.9 million (-2.8% over 2000), due to the
decrease in average personnel and a 0.6% increase in average cost.
AVERAGE STAFF NUMBERS
Autostrade Group
Position
2001
2000
Absolute
difference
Managers
154
161
-7
Employees
3,413
3,408
5
Collectors
4,179
4,403
-224
Workers
1,530
1,628
-98
TOTAL
9,276
9,600
-324
74
AVERAGE STAFF NUMBERS
Autostrade SpA
Position
2001
2000
Absolute
Difference
Managers
105
100
5
Employees
2,377
2,350
27
Collectors
3,361
3,561
-200
Workers
996
1,049
-53
TOTAL
6,839
7,060
-221
75
STAFF EMPLOYED WITH NO TIME LIMIT AS AT 31/12/2001
Autostrade Group
December 31 December 31 December 31 Absolute 2001/2000
1999
2000
2001
Difference
%
Position
Managers
175
151
158
7
4.6
Employees
3,361
3,427
3,421
-6
-0.2
Workers
1,675
1,576
1,504
-72
-4.6
Total other staff
5,211
5,154
5,083
-71
-1.4
Collectors
4,343
4,147
3,918
-229
-5.5
TOTAL
9,554
9,301
9,001
-300
-3.2
STAFF EMPLOYED WITH NO TIME LIMIT AS AT 31/12/2001
Autostrade SpA
Position
December 31 December 31 December 31 Absolute 2001/2000
1999
2000
2001
Differenc
%
Managers
107
95
111
16
16.8
Employees
2,327
2,409
2,421
12
0.5
Workers
1,084
1,023
978
-45
-4.4
Total other staff
3,518
3,527
3,510
-17
-0.5
Collectors
3,568
3,366
3,180
-186
-5.5
TOTAL
7,086
6,893
6.690
-203
-2.9
76
Offices
The list of Autostrade SpA’s offices is as follows:
General management offices:
Rome
Roma - Via Bergamini, 50
Florence
Campi Bisenzio (Florence)
Limite Campi Bisenzio
Section management offices:
Section1 Management Genoa Sampierdarena (Genoa)
P.zzale Autocamionale 2 (motorway entrance)
Section2 Management Novate Milanese (Milan)
Via della Polveriera, 9
Section3 Management Casalecchio di Reno (Bologna)
Via Magnanelli, 5
Section4 Management Campi Bisenzio (Florence)
Limite Campi Bisenzio
Section5 Management Fiano Romano (Rome)
Via Milano, 8
Section6 Management Cassino (Frosinone)
Via Ausonia km. 3,
Section7 Management Città Sant'Angelo (Pescara)
Via Saline, 29
Section8 Management Bitritto (Bari)
Strada statale 271 km. 8,200
Section9 Management Feletto Umberto – Udine
S.S. Pontebbana km. 134,100
77
D). ENVIRONMENT AND TERRITORY
The environment theme is an aspect of concrete and constant attention, as well as a
source of considerable commitment for the Group. The environmental policy pursued by
the Company is based on some objectives that have been firm during the years:
minimisation of the impact at the stage of planning and realisation of the works; active
pursuit of the rebalancing of the ecological system, once the infrastructure is constructed;
protection of the environmental assets as the environment undergoes changes following
the insertion of the new structure. In the year the set up of an innovative project aimed at
the realisation of effective and efficient instruments to govern the environmental dimension
was started, which is integrated with the economic and financial dimensions and that will
bring about the definition of environment indicators.
In this context, the social and environmental Balance of the Group has been redefined,
drawn-up on the basis of the criteria indicated by the European Union with the “Green
Book”. Autostrade is the only motorway concessionaire, both in Italy and Europe, that
punctually presents a report on the environmental activities and expenses to the
stakeholders. In this framework are the study and analysis of territorial contexts, the
mapping of the infrastructure and traffic critical points and the complex problems in city
areas and city systems.
The results of this work allowed the redefining of the presence and role of the Group in the
territorial framework, also through the institution of Area Managers, as well as to evaluate
the feasibility of new programs of intervention, development policies and improvement of
the territory. Functional to this objective is the carrying out of a study for the purpose of
providing guidelines for an integrated and systematic plan of improvement to the territories
along the motorways, through activities of restoration and advancement of the cultural
assets, defining the most effective interventions and the criteria for the selection and
evaluation of the projects.
78
E). THE MAIN EVENTS OF THE FIRST MONTHS OF 2002
The changeover from the Lira to the Euro, in the first days of January, was managed with
positive results despite the difficulties arising from the concurrence of the introduction of
the new money with the first wave of returns from the Christmas holidays.
In the first months of 2002 the particularly unfavourable weather conditions in some areas
of the Country required an extraordinary effort from the concessionaires to limit traffic
disturbances. In some instances heavy snowfall and fog caused slowdowns and tailbacks.
The presence of the Road Auxiliaries and operators equipped with snow vehicles in most
cases assured the practicability of the motorway. In some cases though, in concert with
the Motorway Police, it was necessary to close some sections for the time required to
restore practicability.
On 31 January the consortium joint-stock company “Passante del Nord-Est” was set up
and entrusted with the realisation and the joint management of the connection between
Mira and Quarto d’Alfino (Passante di Mestre), a concession owned by Autostrade,
Autovie Venete and Venezia – Padova. Besides the three concessionaires, each with
26%, other participants are the consortium Veneto Sviluppo, a financial institution of the
Regione, with 8%, Cardine Banca and Cariverona with 5%, Banca Antonveneta with 4%.
In February the new company Tangenziali Esterne di Milano SpA was set up, of which
Autostrade owns 32%. The purpose of the company is the realisation of a ring of circular
roads more external to the present one, and in particular the new ring road Tangenziale
Est, that will be connected with the new Brescia – Milan (BREBEMI).
On 9 March, after three years of closure following the serious accident of 24 March 1999,
the Mont Blanc Tunnel was reopened to transit, first for lightweight vehicles, and next for
heavyweight
vehicles
as
well.
For
merchandise
traffic,
the
Italian-French
Intergovernmental Control Commission has set some limitations.
In March, Autostrade qualified to participate in a European bidding, called for by the
Austrian Government through ASFINAG (association of Austrian concessionaires) for the
planning, financing, realisation and managing of an electronic toll system without
channelling of traffic (Telepass Multilane) with a pricing scheme tied to the distance driven.
The conclusion of the bidding is expected take place in the second semester of 2002.
Due to the adverse weather conditions, in the first two months of the year traffic on the
Group network increased modestly.
79
With regard to the Blu subsidiary, in November 2001 a new assignment for the sale of the
company, even in parts, was entrusted. As of today four parties, Wind, H3g, Omnitel and
Autostrade itself with Sitech, limited to the motorway sites, presented an offer which is
being evaluated at the present time.
The Board of Directors of Blu has constituted a Special Committee for financial
management with the task of controlling and managing financial exposure, keeping the
company’s commitments to the minimum, but however in a condition of business
continuity.
80
F). THE FORESEEABLE EVOLUTION OF MANAGEMENT
By the framework of reference for 2002, which points out a moderate growth of
macroeconomic variables (GNP variation equal to 1.2%), traffic on the network of the
Autostrade Group is expected to show a more modest increase compared to the latest
periods. This supposition seems to be confirmed by the state of mobility on the network in
the first months of the year, which suffered from weather conditions particularly
unfavourable though.
In the present period the initiatives started off in the last biennium on the subjects of
recovery of efficiency and corporate productivity will be fully carried out. In this regard, the
reorganisation and rationalisation of the structures of the Group will continue with a positive
fall out in quality, diversification of services offered and more efficiency in expenditure.
Also, the strategy of full exploitation of corporate assets (service areas, telepass, optical
fibre, other motorway relevancies etc.) and the development of non-toll revenue, with
particular reference to advertising revenue, will continue.
Further benefits are obviously expected with the reopening of the Mont Blanc Tunnel that
took place last 9 March.
Also among the most considerable events of 2002 are:
♦ The revision of some parameters of the tariff formula following the expiration of the first
five years of the application of price capping. In particular, the elements to be redefined
with the Assignor are the value of the X factor for the 2003-2007 period and the
parameters to consider the measurement of the improvement of quality.
♦ The finalisation of the procedure relevant to the setting free of the stake in Blu SpA.
A considerable boost in investments is expected, particularly due to the full start of the
works for the enhancement of the Florence – Bologna sector. Also very considerable is the
effort to improve safety on the Group network, with specific interventions expected in both
structures (central and lateral barriers, draining pavements, etc.) and information (variablemessage boards, signal system, redefinition of station layouts etc.).
In the current period Autostrade will have a central role in the development of
infrastructural projects determined by the Government with the Objective Law.
81
On the whole, the economic forecast for period 2002 configures a further improvement of
the profitability of the group with a considerable growth in the main management
indicators, in line with the objectives determined in the last Strategic Plan.
82
G). RELATIONS WITH THE ENTERPRISES OF THE GROUP
In 2001, the diversification and development processes of the activities of the Group
continued, mainly concerning activities other than motorway management. This reflects on
economic, commercial and financial relations with the subsidiaries as well, all regulated by
market conditions.
With regard to the growing diffusion of automated toll collection and, in particular dynamic
collection (Telepass) in its different applications, economic relations with subsidiary
concessionaries of motorways (Raccordo Autostradale Valle d’Aosta, Autostrada TorinoSavona, Società Autostrada Tirrenica, Tangenziale di Napoli, Società Autostrade
Meridionali) intensified, notably for the toll collection activity performed by Autostrade as
well on their behalf, in the framework of the conventions for the management of the
interconnections of the motorway network.
Still with regard to the development of automation, the transfer of installations and
Autostrade technology to the above mentioned concessionaires continued at commercial
conditions in line with those applied to other concessionaires.
With regard to relations with the companies that operate in the technical sectors of
planning and maintenance services connected with motorway management, it is pointed
out that the subsidiary Spea-Ingegneria Europea, operating in the planning, direction of the
work, monitoring and routine maintenance of corporate structures sectors, with respect to
the value of production carried out by the company in 2001 (Euro 47.7 million), the quotas
attributable respectively to Autostrade SpA and to the entire Autostrade Group represent
48.% and 73.5%.
With the purpose to allow a more adequate qualification of the required interventions and
achieve a better articulation and management of the service, commercial relations with
Spea are regulated by a long-term general Convention.
Likewise, with the subsidiary Pavimental SpA, a specific Convention regulates the
modalities of intervention and the economic exploitation of motorway paving maintenance
activity.
In the 2001 period, the production of Pavimental for Autostrade represented 85.3% of the
entire Pavimental production (equal to Euro 127 million).
83
At 31 December 2001 Autostrade has a commercial debt with Pavimental equal to Euro
24,844 thousand while the debt with Spea Ingegneria Europea is Euro 12,738 thousand.
These data include, as shown in the evaluation criteria, payments due for services
supplied before 31 December 2001 and not yet invoiced.
In 2001, the financial relations resulting from both the ordinary management activity and
from the deposits of the subsidiaries’ temporarily available funds with the Group Holder
continued, also in connection with the higher yield over other placements with similar
characteristics. At 31 December 2001, financial debts with subsidiaries amount to Euro
139.9 million compared to Euro 139.2 million in 2000, while financial credits with
subsidiaries amount to Euro 4 million.
In
carrying
out
Telecomunicazioni
the
its
contract
by
which
telecommunications
the
Company
sector,
the
leases
to
subsidiary
Autostrade
Autostrade
Telecomunicazioni carried out the scheduled technical assistance relevant to quality
control and monitoring, assuring the restoration of the functionality of the network and
collecting a payment of Euro 2.1 million during the period.
Arrears on capital increases underwritten but not paid yet are unchanged with regard to
Autostrade International (Euro 12,961 thousand), while the value of Euro 82,014 as of 31
December 2000, of the subsidiary Sitech SpA referred to arrears called up in the first
semester of 2001.
Sitech SpA, in the second semester of 2001, resolved a capital increase of Euro 112
million, underwritten by Autostrade and its contribution to capital of Euro 89 million paid.
84
H). OTHER INFORMATION
♦ SHAREHOLDERS’ EXTRAORDINARY MEETING
On 27 September 2001, the extraordinary meeting of Autostrade took place in Rome that
resolved the conversion of share capital into Euro. Capital of the Company passed from
Lire 1,183,153,800,000 to Euro 615,239,976, distributed in No.1,183,153,800 shares of
par value Euro 0.52 each.
Following this conversion it has been redetermined as Euro 2,916,885.92 the maximum
amount of the capital increase that the Board of Directors, after the resolution of the
extraordinary meeting of the prior 30 April, has the faculty to perform with the issuance of
No. 5,609,396 shares in favour of a plan of share incentive reserved to employees of the
Company and the subsidiaries.
The meeting also revised Article 11 of the memorandum of association, awarding the
Board of Directors, for a period of 5 years, the faculty to issue, in one time or more, bonds
up to the amount allowed by Law.
♦
RELATIONS WITH CORRELATED PARTIES
In the period the Company purchased from Schiavenotto SpA some tax excesses for some
Euro 28.5 million to offset the payment of fiscal debts for the Corporate Income Tax due in
settlement for the period 2000 and that in advance for period 2001, to be paid by 20 June
2001.
For the administrative activities carried out, Schiavenotto SpA acknowledged Autostrade an
Euro 39,000 fee.
85
♦
INTERESTS OF MEMBERS OF THE BOARD, STATUTORY AUDITORS AND
GENERAL DIRECTOR
With reference to CONSOB Regulation no. 11971 of 14.05.1999, the following table indicates the shares,
within the Company and its subsidiaries, held by Directors, Auditors and General Managers, in any way and
in any form, personally or by spouses not legally separated and minor children, directly or through subsidiary
companies or trustee companies or by proxy.
Shares held by Directors, Auditors and General Managers
Name and Surname
Subsidiary
company
Gilberto Benetton (Director)
Autostrade SpA
Number of
shares at the
end of the
previous year
60,000
Roberto Cera (Director)
Autostrade SpA
3,500
50(1)
--
3,550
Vito Gamberale (Director)
Autostrade SpA
2,000
--
--
2,000
Guidalberto Guidi (Director)
Autostrade SpA
--
35,000
34,000
1,000
Gianni Mion (Director)
Autostrade SpA
7,550
--
--
7,550
Emilio Ottolenghi (Director)
Autostrade SpA
231,000
100(1)
--
231,100
Agostino Spoglianti (Director)
Autostrade SpA
500
50(1)
--
550
Number of
shares
purchased
Number of
shares sold
--
--
Number of shares
possessed at the
end of the present
year
60,000
(1) shares allocated free-of-charge in connection with the public sale offering
♦
SUNDRY INFORMATION
The Company does not own, directly or through trust companies or through third parties,
its own shares or shares or quotas of a controlling parent.
No transactions in own shares or shares or quotas of parent companies occurred in the
period.
With regard to the CONSOB communication 2493 of 31 March 1993 on the matter of
criminal processes or judicial inspections, there is no report of proceedings that can
originate potential burdens or liabilities in connection with the financial statements.
86
♦
STOCK OPTIONS PLAN
In application of the resolution by the Shareholders’ Meeting of 30 April 2001 and by the
Board of Directors of 11 May 2001, the first tranche of the plan of share incentive for the
employees of the Group who are empowered with functions deemed important for the
achievement of corporate goals is under way.
About 5,200,000 options were assigned on a maximum total resolved, referred to the first
tranche of the plan, of 5,609,396 options.
87
♦
FEES PAID TO MEMBERS OF THE BOARD, AUDITORS AND GENERAL
MANAGER
CONSOB Resolution No.11971 of 14 May 1999
The following table shows the data indicated above with the following
explanations:
1. Fees are indicated for the amounts that become payable in the period;
2. Bonuses and incentives relevant to the Chairman of the Board of Directors,
Managing Director and General Manager are indicated for the amount paid
in 2001;
3. Not indicated are the fees due to the Director members of the staff of
Edizione Holding SpA, Mr Giovanni Mion and Mr Sergio De Simoi (until 17
July 2001) having been paid directly to the body of appurtenance, being
similarly directly reversible to Autostrade SpA the fees due to Prof Giancarlo
Elia Valori and Mr Vito Alfonso Gamberale for the positions held in Sitech
SpA (respectively € 5,164.57 and € 2,582.28) and Mr Giovanni Castellucci €
1,973.90 for the assignment to the Company Mont Blanc Tunnel;
4. Attendance fees, where provided, are indicated with the amount of the fees
for the position held;
88
5. Non-monetary benefits are indicated with reference to the tax criteria of
identification and valuation.
89
I). SUMMARY OF THE RESULTS OF OPERATION, FINANCIAL
POSITION AND FINANCIAL MANAGEMENT OF AUTOSTRADE
SPA
Economic management
The analysis of economic results for the year 2001 showed that the revenues for
Autostrade amounted to some Euro 2,007 million, an increase of 7.2% over the same
period in 2000. Revenue primarily consists (92%, a slight decrease from 2000) of net
revenues from tolls (Euro 1,845 million over Euro 1,745 million in 2000). Net revenues from
tolls increased during the period by Euro 99 million (+5.7%) due to the increase in the
average toll (+1.79% since January 1, 2001) and the growth in the number of kilometres
driven (+3.6%).
Other revenues amounts to some Euro 152 million, an increase of 27.3% (Euro 32.5
million) compared to Euro 119 million for 2000 and is due to:
a)
An increase of Euro 17 million in revenues from royalties from the service areas, of
which Euro 11.4 million is due to an agreement with AGIP for a one-time economic
integration for compensation for fuel.
b)
An increase of some Euro 15 million, principally due to the increase in revenues from
Telepass management (Euro 5.9 million).
The costs related to “Raw materials and external services” (Euro 426 million), after
recovery of costs, showed an increase of 4.9% (Euro 20 million) over the corresponding
amount in 2000, due to a general increase in management activities.
Added value amounts to Euro 1,568 million, an increase of Euro 117 million (+7.6%) over
2000 and corresponds to 78.1% of revenues.
Labour costs, after in-group transfers and amounts capitalised, totals Euro 332 million
(Euro 338 in 2000) and showed a decrease of Euro 6.2 million (-1.8%) from 2000, mainly
due to the balance between the increase in the average unit cost and the decrease in the
average paid workforce of 221 employees (-3.1%) due to turn-over and lower employment
of part-time and fixed-term personnel.
90
“Gross operating margin” (EBITDA) amounts to Euro 1,236 million, showing an increase of
Euro 117 million (+10.5%) over 2000 and corresponds to 61.6% of revenues versus 59.7%
in 2000.
In 2001, the sum of “Amortisation and depreciation”, “Other accruals” and “Accruals to the
provisions for liabilities and charges” increased by some Euro 44 million compared to 2000.
“Amortisation and depreciation”, equal to Euro 205 million (Euro 199 in 2000), showed an
increase of some Euro 5.7 million, primarily due to the increase in operating assets.
“Other accruals”, equal to Euro 14.3 million (Euro 13 million in 2000), due to the
depreciation of trade accounts receivables, showed an increase of some Euro 1.3 million
over 2000 due to the increase in accounts receivable related to automation development.
“Accruals to the provisions for liabilities and charges”, equal to Euro 134 million (Euro 97
million in 2000), are related to the provision for restoration and replacement of freely
transferable assets which, for the year 2001, essentially refers to the extension of the
concession.
The increase of Euro 37 million over 2000 is primarily due to the readjustment of the fund
for non-routine maintenance.
“Operating profit” (EBIT) showed an increase of Euro 73.4 million (+9.1%) due to the
increase in gross operating margin by Euro 117.4 million, which was only partially reduced
by the greater net amortisation and allocation requirements of some Euro 44 million. EBIT
is equal to 44% of revenues compared to 43.2% in 2000.
“Financial charges”, above both proceeds and capital share, are equal to Euro 53 million
and showed a decrease of Euro 48.9 million (-48.2%) due to both the drop in average
indebtedness and the increase in income from shareholding dividends (Euro 27.4 million).
“Value adjustments to financial assets” amounted to a negative Euro 122 million mainly due
to the write-down of the subsidiary Sitech SpA (–Euro 120.5 million) due to the operating
loss, deemed long-lasting, of its investee, Blu SpA, based on the financial and economic
positions adopted by the board of directors of Blu SpA on 28 December 2001.
The item “Exceptional income/charges” shows a negative value of Euro 9.3 million, a
decrease of Euro 8.9 million mainly related to lower costs for severance incentives (Euro
91
10.8 million in 2001 compared to Euro 18.9 million in 2000) and higher exceptional income
due to the positive outcome of litigation over income taxes related to prior years.
“Taxes for the period” amount to Euro 304 million, an increase of Euro 28.4 million
(+10.3%) over 2000, principally due to profit before taxes.
Net profit for 2001 is equal to Euro 395.1 million, an increase of 21.1% over 2000 and
corresponds to 19.7% of revenues.
92
Equity structure
The analysis of the equity structure shows, also for financial year 2001, two principal
events: a reinforcement of the self-financing capabilities of the Company which,
corresponding to an increase in own capital, results in a significant reduction in debt.
The increased self-financing resulted in a decrease of Euro 410,000 in Investment Capital
which corresponds to an increase in Own Capital of Euro 187,000. The trend in these items
improves the ratio between debt and investment capital that varies from 46% in 2000 to
36% in 2001.
“Non-current assets” net of the related provision amount to Euro 4,730 million, an increase
of Euro 47 million over the end of 2000, as result of investments and amortisation for the
period.
In 2001 the Company made investments of Euro 421.8 million related mainly to non-current
assets (development of the network) and long-term investments (mainly equity stakes).
Investments areas
2001
2000
% Change
New constructions
6.8
16.1
-57.8
Widening (3 lanes)
66.6
79.0
-15.7
91.6
95.3
-3.9
165.0
190.4
-13.3
Intangible assets
9.0
14.8
-39.2
Financial assets
247.8
167.0
+48.4
TOTAL
421.8
372.2
+13.3
Innovative interventions and other
investments
Total investments in tangible assets
Investments for financial assets are mainly related to the following:
(a)
capital increase in Sitech SpA (Euro 89 million) for financial requirements of its investee,
Blu SpA;
(b)
capital increase in Autostrade Finance (Euro 110 million) for the purchase of an interest in
ACESA;
(c)
capital subscription of SITAF SpA (Euro 17 million);
93
(d)
deposit for future capital increases (Euro 10 million) in the subsidiary Autostrade
Telecomunicazioni SpA
The negative balance of “Working capital” (-Euro 370 million), which mainly consists of
purchases of goods and services with deferred payment and costs paid in cash or in
extremely liquid assets, rose by Euro 131 million compared to 31 December 2000 (-Euro
239 million), mainly due to the net effect of the increase in other liabilities by Euro 224
million and the increase in other assets (Euro 54 million). The following entries primarily
increased among other liabilities:
•
accounts payable to haulage contractors as reimbursements for “offset reductions of
tolls” (Euro 65 million);
•
higher income taxes payable (Euro 113 million).
The increase in other assets is mainly related to the net effect between higher tax accounts
receivable (Euro 94 million) and the decrease in other accounts receivable (-Euro 24
million).
“Provisions for medium and long-term liabilities and charges” showed an increase of Euro
138 million primarily due to the variation in the fund for restoration and replacement of
freely transferable assets (+Euro 132 million).
“Total invested capital” is equal to Euro 3,376 million compared to Euro 3,598 million at 31
December 2000.
“Net equity” at 31 December 2001 (Euro 2,145 million) shows an increase of Euro 187
million compared to 2000 due to the balance between profit for the period and dividends
paid. “Net equity” amounts to 63.6% of investment capital (54.5% at 31 December 2000).
“Net financial debt” (Euro 1,231 million), equal to 36.5% of “Invested capital”, decreased by
Euro 410 million (-25%) over year-end 2000. As a consequence, net financial debt is equal
to 36.5% of investment capital compared to 45.6% in 2000.
94
95
Financial management
The overall net debt position of the Group amounts to Euro 1,231 million at 31 December
2001 and shows a decrease of 25% compared to Euro 1,640 million at year-end 2000.
The average cost of money for the Group in 2000 was 5.75%, showing a decrease by
0.93% in percentage points over the 6.68% cost of money in 2000.
In relation to the duration, the debt position of Euro 894 million, equal to 72.7% of the total
(65% in 2000) refers to medium and long-term debt, and Euro 336 million, equal to 27.3%
of the total (35% in 2000), refers to short-term debt.
In connection with the type of interest rates, the long-term debt position consists of Euro
894 million, of which 50.4% is at a fixed rate and 49.6% is at a variable rate.
Medium and long-term debt shows a 16% decrease and short-term debt shows a 41.4%
decrease from 2000.
In connection with the type of interest rates, the medium and long-term debt position
consists of 50.4% at a fixed rate and 49.6% at a variable rate, and considering that all
short-term transactions are at a variable rate, overall financial debt consists of 63% at a
variable rate and 37% at a fixed rate (74% and 26% respectively in 2000).
In relation to the currency, the medium and long-term debt position is composed in Euro for
98.3% (Euro 879 million) and in other currencies for 1.7% (Euro 15 million). Considering
the exchange rate guarantee issued by the Italian Government and provisions set aside
there is no exchange rate risk for the Group.
As far as financial transactions of the period are concerned, it should be noted that the
Parent Company acquired during the month of December the second and last Euro 200
million fixed-rate portion of the loan payable of Euro 300 million signed with European
Investment Bank in December 1999.
Also, at 21 December 2001, the Parent Company signed a loan agreement with the
European Investment Bank destined to finance the work relative to lots 1, 2, 3, 4 of the
Sasso Marconi - Barberino di Mugello (Florence – Bologna motorway) segment, for a total
amount of Euro 150 million.
In relation to the financing agreement entered into with SanpaoloIMI/CREDIOP, destined
as contributions based on Law No. 662 of 1996, the amount of Euro 118 million has been
allocated and will be repaid by Anas by annual instalments.
96
The Analysis of Consolidated Cash Flow indicates that “Cash flow from/for operating
activities” of Euro 998 million shows an increase of Euro 361 million compared to the
corresponding amount in 2000 (+58%) due essentially to the increase in self-financing and
the change in working capital.
“Cash flow from/for investing activities”, equal to Euro 402 million, increased by Euro 34
million (+9%) compared to 2000 as a result of major investments in non-current assets net
of the sales proceeds.
“Cash flow from/for financing activities”, equal to Euro 141 million, is composed of the
balance of the above-mentioned financing disbursements, including capital grants, and the
repayment of the instalments which came due during the period.
In general, the financing requirements deriving from the investing activities (Euro 402
million), from cash flow from/for financing activities (Euro 141 million) and from the
distribution of dividends (Euro 208 million) was offset by the cash flow from/for operating
activities (Euro 988 million), determining also the decrease of Euro 237 million in short
term-debt.
At year-end 2001, short-term debt, equal to Euro 336 million, shows a decrease from Euro
574 million in 2000.
It is composed of accounts receivable and accounts payable with credit institutions,
unconsolidated subsidiaries and affiliated companies, cash on hand, bonds and mutual
funds and funds in transit.
In particular, short term-debt, equal to Euro 461 million (Euro 605 million in 2000), is
represented by the utilisation of short-term credit lines in the form of bank accounts
overdrafts and short-term money transactions for Euro 318 million and current accounts
with affiliated companies for Euro 125 million. The Company has a total bank credit line of
approximately Euro 890 million at 31 December 2001.
Short-term accounts receivable, equal to Euro 124 million (Euro 31 million in 2000), are
mainly represented by the term deposit, equal to Euro 93,3 million, related to the payment
from SanpaoloIMI/CREDIOP banks for the financing agreement destined as contributions
based on Law No. 662 of 23 December 1996, to be utilised for the progress of work relative
to the segment Aglio – Canova (A1 Milan – Naples motorway).
Finally, concerning the index of indebtedness (relationship between debt and equity), it
resulted at year-end to be 0.57 (compared to 0.84 at 31 December 2000). This trend
97
derives from the combined effect of the increase in shareholders’ equity and the reduction
in indebtedness due to the cash flow during the period.
98
L)
SUMMARY
OPERATIONS,
OF
THE
FINANCIAL
CONSOLIDATED
POSITION
RESULTS
AND
OF
FINANCIAL
MANAGEMENT
CONSOLIDATED RESULTS OF OPERATIONS
“Revenues”, equal to Euro 2,226.6 million, rose by 7.5% (Euro 155.7 million) during 2001
compared to the prior period, mainly as result of the increase in net revenues from tolls
(Euro 2,003.9 million) due to higher traffic throughout the entire motorway network (+3.5%)
and the tariff rate adjustments applied by the Parent Company (+1.79%) and by the other
grantees. To make a comparison with the prior period, it should be pointed out that the
latter applied tariff rate adjustments in the second quarter following the extension of the
agreements with Anas.
“Other revenues from sales and services”, equal to Euro 216.7 million, showed an increase
of Euro 47.1 million (+27.8%) over 2000 (Euro 169.6 million) due to:
a)
The increase in revenues from royalties from the service areas: Euro 17 million, of
which Euro 11.4 million is due to an agreement with AGIP for a one-time economic
integration for compensation for fuel;
b)
The increase in revenues from sales of transmission capacity by Autostrade
Telecomunicazioni (+ Euro 7.6 million);
c)
The increase in revenues from deferred billing tolls (+ Euro 6.7 million);
d)
The increase in other revenues (+ Euro 15.3 million).
The “Value of normal production” (Euro 2,225 million) showed an increase of Euro 151.8
million (+7.3%) over 2000 (Euro 2,073.2 million), less than “Revenues” as the caption
“Changes in contract work in process” becomes negative due to the change in the balance
between the amount of work delivered and work executed during the period.
“Added value”, equal to Euro 1,770 million (Euro 1,638.6 in 2000), corresponds to 79.6%
(79% in 2000) of “Value of production” and showed an increase of Euro 131.4 million,
slightly higher (+8%) than the above said captions due to the lower rate of increase (+4.9%)
99
over the increase in revenues in “Raw materials and external services”, Euro 436.4 million
(Euro 416.2 million in 2000).
The decrease in raw materials and external services costs over proceeds positively
affected the results of “Added value”, “Gross operating margin” and “Operating profit”.
“Net personnel costs” (Euro 447.8 million) shows a decrease of Euro 12.1 million (-2.6%)
from 2000 (Euro 459.8 million) mainly due to the net effect of the increase in the average
cost per employee and the reduction in the average workforce of the Group of 324 units.
“Gross operating margin” (Euro 1,322.2 million) shows an increase of Euro 143.5 million
(+12.2%) over the previous year (Euro 1,178.8 million).
“Gross operating margin” is equal to 59.4% (56.9% in 2000) of “Value of production”.
In 2001, the sum of “Amortisation and Other accruals” shows an increase of Euro 12.3
million (Euro 250.4 million in 2001 compared to Euro 238.1 million in 2000).
The amount of “Amortisation and depreciation” during the period (Euro 234.9 million)
increases by Euro 9.3 million over 2000 due to investments and works which entered
operations.
“Accruals to the provisions for liabilities and charges” mainly refers to accruals (net of
utilisations) to the provision for “costs of restoration and replacement” of transferable
assets. The provision for the period is mainly constituted by the expense for the period
related to the extension of the concession.
“Accruals to the provisions for liabilities and charges”, equal to Euro 144.6 million (Euro 97
million in 2000), are mainly related to the fund for restoration and replacement of freely
transferable assets which, in 2001, essentially refers to the extension of the concession to
the Parent Company executed in 1997. The increase of Euro 43.3 million over 2000 is due
to both the higher charges for the extension of the concession (some Euro 20 million) and
lesser utilisation of the provision for non-routine maintenance.
“Operating profit”, equal to Euro 927.3 million (Euro 839.4 million in 2000), shows an
increase of Euro 87.9 million, as a consequence of the above mentioned items, with a
change of 10.5% from 2000.
100
The negative net balance of “Financial income (charges)” (Euro 79.9 million) shows a
decrease of 12.7%, equal to Euro 11.6 million, mainly as a result of the reduction in the
average borrowing costs during the period.
As for “Value adjustments to financial assets”, equal to Euro 151.1 million (Euro 112.8
million in 2000), it is pointed out that these are essentially relative to (Euro 150.4 million
compared to Euro 109.4 million in 2000) the estimate of the portion attributable to the
Group (including minority quota) of the losses of the indirectly associated company Blu
SpA, based on the financial and accounting positions adopted by the board of directors of
Blu SpA on 28 December 2001. This write-down, consistent with accounting principles so
far employed, is based on the non-recoverability of the losses of the company in the shortterm.
“Exceptional income (charges)” shows a positive balance of Euro 1.6 million (-Euro 4.5
million in 2000). The change from the previous period is primarily due to a decrease in
severance incentives.
“Profit before taxes”, despite the increase in depreciation of long-term investments, shows
an increase of 11.5% (Euro 72.7 million).
“Income taxes for the year”, equal to Euro 316.7 million, shows an increase of Euro 22.3
million, equal to 7.6%, mainly due to the increase in the taxable base.
“Minority interest”, equal to Euro 389 million (Euro 338.6 million in 2000), shows an
increase of 14.9%, equal to Euro 50.4 million, despite the inclusion of losses, inclusive of
minority quota, of the indirectly associated Blu S.p.A until 28 December 2001.
“Parent Company share” is equal to Euro 415.7 million and shows an increase of Euro 58.5
million over Euro 357.2 million in 2000 (+16.4%) principally due to managerial
improvements and offsets the write-down of shareholdings.
“Parent Company share” as a percentage of “Value of production” is 18.7% in 2001
compared to 17.2% in 2000.
101
The profit ratios ROI and ROE (attributable to the parent company) also rose and are,
respectively, 22.7% (19.9% in 2000) and 20.7% (19.2% in 2000).
102
103
CONSOLIDATED FINANCIAL POSITION
Non-current assets
“Non-current assets”, net, are equal to Euro 5,492.1 million, an increase of Euro 43.3
million compared to 31 December 2000 (Euro 5,448.8 million).
Non-current assets increased by Euro 45.6 million mainly due to the balance between
investments (+Euro 396.7 million) net of grants acquired (+Euro 113 million) and related
amortisation and depreciation deducted (+Euro 219.6 million).
The change in long-term investments is –Euro 3.8 million; this balance is primarily due to
the algebraic sum of:
a)
acquisitions of the period (ACESA for Euro 146.2 million, Saba Italia for Euro 11
million, Traforo del Frejus for Euro 7.7 million;
b)
capital increases (Blu for Euro 115.7 million and Pedemontana Lombarda for Euro
3.9 million);
c)
the write-down of the interest in Blu SpA (Euro 150.4 million);
d)
the reclassification of the interest in Blu SpA to ”Working capital” for Euro 106
million.
Working Capital
The negative balance of “Working capital” (-Euro 336.5 million) shows an increase of Euro
22.8 million compared to the amount at 31 December 2000 (-Euro 313.7 million), mainly
due to:
a)
the increase of Euro 42.5 million in “Trade accounts receivable” (Euro 408.8 million)
following the increase in deferred payment tolls;
b)
the increase of Euro 157.2 million in “Other assets” (Euro 360 million) due to both
the reclassification to this line item of the interest in Blu SpA (Euro 106 million) and the
higher tax receivable following the non-deductibility of the write-down of the investment;
c)
the increase of Euro 223 million in “Other liabilities” (Euro 752.8 million) mainly due
to the higher income tax debt (Euro 120.2 million) and the increase in accounts payable to
haulage contractors as reimbursements for “offset reductions of tolls” (Euro 65 million).
104
Provisions for medium and long-term liabilities and charges
The amount of the provisions, equal to Euro 1,072.7 million, shows an increase of Euro 146
million over 31 December 2000 (Euro 926.7 million) mainly due to the change in the
“Provision for the restoration and replacement of freely transferable assets”, as mentioned
in section “Results of operations”.
Invested capital
The negative balance of “Invested capital”, after deduction of operating liabilities, is equal to
Euro 4,083 million and shows a decrease of Euro 125.4 million at 31 December 2001,
mainly due to the increase in non-current assets, the accruals to the provisions for liabilities
and charges and the decrease in working capital.
Net equity
Net equity – parent company’s shareholding at 31 December 2001 is equal to Euro 2,844.8
million (Euro 2,621.6 million at 31 December 2000) and corresponds to 69.7% of Working
capital (62.3% at 31 December 2000). The increase of Euro 223.2 million is primarily due to
the balance between the profit for the period (Euro 389 million for the Parent Company and
minority), minority grants to companies of the Group (Euro 44.4 million) and dividends paid
(Euro 207.7 million).
The portion attributable to the parent company, equal to Euro 2,420.8 million (Euro 2,213.6
at 31 December 2000), increased by Euro 207.2 million due to the above comments.
Net equity of the parent company is equal to 59.3% of working capital (52.6% at 31
December 2000).
Net financial position
“Net financial debt” (Euro 1,238.2 million) equal to 30.3% of “Working capital” (Euro 1,586.8
million equal to 37.7% at 31 December 2000) decreased by Euro 348.6 million mainly on
account of higher cash flows from/for operating activities compared to requirements for new
investments.
Medium and long-term debt is equal to Euro 1,072.9 million (Euro 1,217.9 million at 31
December 2000) and decreased by Euro 145 million due to the net effect between new
financing (Euro 343.8 million) and the repayment instalments for loans (Euro 491.5 million).
105
Also, net short-term debt, with a negative balance of Euro 165.3 million (Euro 368.9 million
at 31 December 2000), decreased by Euro 203.5 million due to a decreased necessity to
call on capital markets.
106
107
FINANCIAL MANAGEMENT
The overall net debt position of the Group amounts to some Euro 1,238.2 million and
shows a decrease of 22% compared to Euro 1,586.8 million at 31 December 2000.
In relation to the duration, the debt position of Euro 1,072.9 million, equal to 86.7% of the
total, refers to medium and long-term debt and Euro 165.3 million, equal to 13.3% of the
total, refers to short-term debt.
In connection with the type of interest rates, the medium and long-term debt position
consists of 52% at a fixed rate and 37.8% at a variable rate, considering the non-interest
bearing amount of 12% represented by loans payable to the “Central Guarantee Fund for
motorways and metropolitan railways”.
In relation to the currency, the medium and long-term debt position is composed of Euro for
98.6% (Euro 1,058 million) and in other currencies for 1.4% (Euro 14.9 million).
Considering the exchange rate guarantee issued by the Italian Government and provisions
set aside there is no exchange rate risk for the Group.
As far as financial operations of the period are concerned, it should be noted that the
Parent Company acquired during the month of December the second and last fixed-rate
portion of a long-term loan payable of Euro 300 million signed with European Investment
Bank in December 1999.
At 21 December 2001, the Parent Company signed a loan agreement with the European
Investment Bank destined to finance the work relative to lots 1, 2, 3, 4 of the Sasso Marconi
- Barberino di Mugello (Florence – Bologna motorway) segment, for a total amount of Euro
150 million distributable in 36 months.
In relation to the financing agreement entered into with SanpaoloIMI/CREDIOP, destined
as contributions based on Law No. 662 of 1996, the amount of Euro 118 million has been
allocated and will be repaid by Anas in annual instalments.
Società Italiana per il Traforo del Monte Bianco in February raised the second portion of the
fixed-rate loan payable for Euro 50 million signed with Banca Popolare di Milano for an
amount of Euro 25 million, targeted to cover the investments for the restoration and
adjustment of the “Traforo”.
The Analysis of Consolidated Cash Flow indicates that cash flow from/for operating
activities, equal to Euro 1,051.1 million, shows an increase of Euro 374.9 million compared
108
to the corresponding amount in 2000 (+55.4%) due essentially to the increase in selffinancing and the change in working capital.
Cash flow from/for investing activities, equal to Euro 645.7 million, increased by Euro 99.6
million compared to 2000 as a result of investments in non-current assets (Euro 296.7
million) following the purchase of 4.94% of share capital in the Spanish company ACESA,
40% of SABA Italia, 4.59% of Traforo del Frejus and the refinancing of Blu SpA and
Pedemontana Lombarda.
Cash flow from/for financing activities, equal to Euro 9.7 million, is composed of the
balance of the above-mentioned new financing disbursements, including capital grants for
the period, minority grants with regard to the portion of minority shareholders related to the
capital increase of Sitech, and the repayment of instalments which came due during the
period.
On the whole, requirements for new investing activities (Euro 645.7 million) and for
distribution of profits (Euro 207.7 million) were entirely offset by cash provided by operating
activities (Euro 1,051.1 million).
At 31 December 2001, short-term net debt amounts to Euro 165.3 million with a decrease
compared to the amount of Euro 368.9 million in 2000. It is composed of accounts
receivable and accounts payable with credit institutions, with unconsolidated subsidiaries
and affiliated companies, debts for factoring, government securities, bonds and mutual
funds, repurchase agreements, cash on hand and funds in transit.
In particular, short-term debt, equal to Euro 408.9 million is represented by the utilization of
short-term credit lines by the parent company, Tangenziale di Napoli, S.A.M., Pavimental,
Spea, Traforo del Monte Bianco and Autostrada Torino-Savona, under the form of current
account overdrafts and “hot money” transactions for Euro 402.9 million, and current
accounts with non consolidated subsidiaries and associated companies for Euro 6 million.
Available funds and short-term accounts receivable, equal to Euro 243.6 million, are
represented by cash on hand for Euro 154.5 million (of which Euro 43.3 million relate to
term deposits of the parent company related to the loan agreement entered into with the
banks SanpaoloIMI/CREDIOP, destined as contributions based on Law No. 662 of 1996,
granted for the amortisation of loans tied to the execution of the new Aglio-Canova
segment of the Florence-Bologna motorway, the utilisation of which will take place
according to the progress of work), securities for Euro 62.1 million (from R.A.V. only),
109
current accounts with non consolidated subsidiaries and associated companies for Euro 2.5
million and other credits for Euro 24.5 million.
The average cost of money for the Group has been at a similar level to that of the Parent
Company, reaching approximately 5.95% (6.4% in 2000); the average income on cash
equals about 4.6% (4.9% in 2000).
Finally, as far as the ratio of indebtedness is concerned (relationship between debt and
equity), it reached the value of 0.44 at the end of the period with a reduction compared to
the value of 0.61 at 31 December 2000. Such trend derives from the combined effect of the
increase in net equity due to the improvement in operational performance and the reduction
of indebtedness due to the cash flow of the period.
With regard to the stock incentive plan adopted by Autostrade SpA, two equity swap
agreements have been entered into with two major merchant banks for 3,399,800 shares,
at an average reference price of Euro 6.3136 per share.
110
111
REPORT ON AUTOSTRADE SpA’S CORPORATE GOVERNANCE
SYSTEM
112
YEARLY
REPORT
ON
THE
CORPORATE
GOVERNANCE
SYSTEM AND ADHERENCE TO THE SELF-DISCIPLINE CODE
OF LISTED COMPANIES
In 2000 Autostrade Company adopted its own “Self-Discipline Code” where the provisions
contained in the code prepared by the “Committee for Corporate Governance of Listed
Companies”, established by on initiative of Borsa Italiana SpA have been acknowledged.
The Corporate Governance system of the company is also regulated by the statutory rules
of the relevant Meeting regulations and by provision No. 8090 (C3818) of 2 March 2000 of
the Antitrust Authority. The measures of this provision are acknowledged in the “SelfDiscipline Code”.
The Self-Discipline Code provides the following:
•
The Board of Directors is awarded with full ordinary and extraordinary powers.
Appointments, or rather the award of managing powers to the units in charge of the
different corporate branches, do not exclude the authority of the Board that, in any event,
holds the power to control and set the policies of the company in all of its components. The
Board, being the holder of the responsibility of directing and controlling, is informed
punctually and in good time by the holders of responsibility for the different branches with
regard to the activities carried out in their function. The Board’s authority extends to all the
companies controlled by Autostrade (the Group). Granted the exclusive jurisdiction of the
Board in matters that cannot be delegated, as provided for by Article 2381 of the Italian
Civil Code (i.e. calling of meetings, drawing up of financial statements, quarterly and semiannual reports), and granted the exclusive jurisdiction of the Executive Committee, the
Board, exclusively:
A)
draws up and adopts the rules of corporate governance of the company and defines
the guidelines of corporate governance of the Group;
B)
evaluates and approves the strategic, industrial and financial plans of the Company
and the Group, as defined by the Executive Committee;
C)
evaluates and approves the operations that are deemed by the Executive
Committee to have a significant economic and financial prominence, particularly in
operations with related parties;
D)
evaluates and approves the yearly budget of the Company and the Group and the
mid-year re-estimates;
113
E)
evaluates and examines, as provided by the statute, the periodic report as by law, to
submit to the Board of Auditors;
F)
grants and revokes the delegation of the President, Managing Director, Executive
Committee, and General Manager, defining limits, modality, periodicity, normally not more
than quarterly, in which the delegates must report to the Board about the activities carried
out in their functions;
G)
determines and evaluates the proposals of the relevant Committee with the advice of
the Board of Auditors, the remuneration of the Chairman, the Deputy Chairman if
appointed, the Managing Director, and the directors if they hold a particular position, and
the splitting up of the global remuneration due to the members of the Board and the
Committees;
H)
supervises the general state of management, with particular attention to conflicts of
interest, considering in particular the information received by the President, the Executive
Committee, the Managing Director and the Committee for internal audit, as well as
periodically comparing the results achieved with those forecast;
I)
evaluates and approves acquisitions or disposals of relevant direct or indirect
interests;
J)
defines, stipulates, modifies and cancels social contracts of investee companies;
K)
establishes the criteria to appoint the positions of Chairman, Deputy Chairman and
Managing Director of the subsidiaries;
L)
appoints the Executive Committee
M)
reports to Shareholders at the Meeting;
N)
granted the jurisdiction of the Meeting, adopts and implements share incentive plans
on the advice of the Executive Committee.
The Self-discipline Code provides for the presence of an adequate number of independent
directors. Presently in the Board there are 15 members appointed by the Meeting on the
base of the lists submitted by the associates: Giancarlo Elia Valori, Chairman;
Vito
Gamberale, Managing Director; Josep Manuel Basanez Villaluenga; Gilberto Benetton;
Sabino Cassese; Roberto Cera; Fabio Cerchiai; Sergio De Simoi; Piero Di Salvo,
Guidalberto Guidi; Luciano Marengo; Gianni Mion; Emilio Ottolenghi; Giuseppe Piaggio;
Agostino Spoglianti. The Board has been elected for the triennium 2000-2003.
In 2001 the Board convened 13 times. Based on the schedule, 11 meetings of the Board
are planned for the period.
114
•
The Executive Committee, when appointed, is awarded with the following
resolutions:
- to grant permits related to the refreshment and markets sectors in the service areas
located on the motorway network, in compliance with the procedure set forth and managed
by the Advisor for permits;
- to define every act or negotiation concerning the above paragraph;
- to appoint the Advisor to carry out the activities related to the above permits.
The Executive Committee is also vested with the following powers:
- to examine and approve medium and long-term investments and disinvestments, resolve
upon the sale, transfer, purchase or rental of tangible or intangible assets or similar
contracts, also related to particularly relevant matters, to grant loans or furnish guarantees
and in general to take out agreements and contracts – as assets or liabilities for the
company - including insurance policies and granting sub-concessions to third parties, being
understood that the authority of the Board on the operations the Executive Committee
deems significant under an economic and financial point of view, with particular reference
to related parties;
- to determine the number of directors and the related designations in all the subsidiaries,
determining the criteria to establish the related remuneration. To designate the Chairman,
the Vice President and the Managing Director of the subsidiaries, in compliance with the
criteria set forth by the Board, determining the criteria to establish the related remuneration;
-
to appoint, promote, determine the remuneration, attribute the powers, dismiss, replace
the top-ranking executives on the basis of the proposals of the Managing Director, together
with the Chairman.
According to the Self-discipline Code, the Committee will convene every thirty days. The
Executive Committee is presently made up of seven members: the Chairman Mr Giancarlo
Elia Valori, the Managing Director Vito Gamberale, and the Directors Josep Manuel Basaez
Villaluenga, Gilberto Benetton, Roberto Cera, Gianni Mion and Giuseppe Piaggio. During
2001 the Executive Committee convened 12 times. Vice versa, according to the scheduled
calendar, two Committees per month are provided. Therefore, for the present fiscal year 21
meetings of the Committee are planned.
♦ The Managing Director is obliged not to vote on the resolutions concerning the
appointment of the Advisor regarding permits, the granting of permits concerning the
refreshment and markets sectors in the service areas located on the motorway network, as
well as the definition of each related act or negotiation;
115
♦ An Advisor for the permits must be provided, to be appointed whenever it is necessary
to grant a permit related to the refreshment and markets sectors in the service areas
located on the motorway network, among the leading business banks and/or consulting or
audit firms, according to criteria of professionalism and convenience.
The Advisor is vested with the exclusive task of:
- performing the procedure to grant permits related to the refreshment and markets sectors
in the service areas located on the motorway network;
- reporting to the Executive Committee or, when absent, to the Board of Directors,
regarding the activities performed, proposing the name or names of the persons in favour
of whom the Board of Directors or the Executive Committee when appointed will
accomplish the granting of permits related to the refreshment and markets sectors in the
service areas located on the motorway network, as well as indicating any other term or
condition of the relationship with the proposed grantee or grantees;
- providing the Board of Directors, lacking the Executive Committee, with any other opinion,
indication or support related to the activities and duties pertaining thereto.
In performing its duties, the Advisor may carry out any survey and thorough search,
including of an investigative nature, within or outside the company, getting in touch with
organisations, associations and authorities having interests, connections or jurisdictions in
its matters, and such opinion or proposal delivered to the Board of Directors, or to the
Executive Committee, will be binding upon the latter, with the exception of wilful act or
gross negligence;
♦ The Chairman must be vested with the powers to be exercised by single signature,
related to the duties connected with the call of the Board of Directors’ and Executive
Committee’s meetings, as well as the assignment of powers to guarantee proper
information between the Executive Committee, when present, and the Board of Directors.
In particular, the Chairman will guarantee the piece of information according to which
formal resolutions are passed, and the powers of management, direction and supervision of
the company’s and the Group’s activity are generally exercised by the Board of Directors
and the Executive Committee, when present.
The Chairman is also vested with the following powers:
- to follow, consistently with the plans approved by the company’s bodies, the general
initiatives to promote the company’s and the Group’s image;
- to follow, together with the Managing Director, the legal problems involving the company
and the Group as a whole;
116
- to supervise the company’s business trend and the correct implementation of the
resolutions of the boards by resorting to the legal company functions and internal auditing;
- to represent, in implementing the resolutions of the relevant company’s bodies, the
company in the ordinary and extraordinary meetings of the subsidiary companies or
entities, with the power to delegate the exercise of such powers through special proxies to
the company’s employees or to third parties;
- to take care of the relationships the company and the Group as a whole have with
national and foreign Authorities, Bodies and entities also of a international nature;
♦ To entrust single-signature powers to the Managing Director.
The Managing Director, who is responsible for implementing the resolutions of the Board of
Directors and of the Executive Committee, when present, is in charge of submitting the
proposals to the Executive Committee or to the Board of Directors when the Committee is
not present, concerning the strategy and intervention and investment plans for the
company’s and the Group’s activities, including those in the telecommunications and
multimedia sectors, as well as taking care of and managing the relationships between the
Company and institutional investors.
The Managing Director has the power to negotiate and fix, within the directions determined
by the relevant company’s bodies vis-à-vis ANAS General Management everything
concerning the implementation of the permits to build and operate every motorway granted
to the company.
The Managing Director, according to proper delegation of authority by the Board of
Directors, is vested with all the powers of the company’s ordinary management which are
not exclusive of the Board of Directors, the Executive committee, when present, and the
Chairman:
♦ To set up a Technical Committee which is in charge of consultancy and proposing to the
Board of Directors concerning the development of the company’s activity and technologies
to manage the activity itself.
This Committee is presently made up of six members: the Directors Josep Manuel Basaez
Villaluenga and Agostino Spoglianti, Autostrade’s General Manager Giovanni Castellucci,
the Manager coordinating Autostrade’s institutional relationships Alessandro Pirzio Biroli,
Autostrade’s
Head of Territorial Development Franco Rapino and Acesa’s Technical
Manager Josè Solano;
117
♦ To constitute the Consulting Committee, in charge of providing non-binding indications
to the Board of Directors concerning the Company’s activities. This Committee is made up
of three members, including a Director belonging to the minority list.
At present, the members of the Consulting Committee are the Chairman Mr Giancarlo Elia
Valori and the Directors Gilberto Benetton and Emilio Ottolenghi.
♦ To constitute the remuneration Committee, mainly composed of directors not vested
with special duties, including at least a minority Director. This Committee is in charge of
submitting proposals to the Board concerning the remuneration of the Chairman, the
Managing Director and the Directors vested with particular duties, as well as, upon
suggestion of the Managing Director, to determine the criteria to remunerate the
Company’s top ranking executives.
At present, the members of this Committee are the Directors Fabio Cerchiai, Guidalberto
Guidi and Gianni Mion;
♦ To constitute the Committee for the internal audit and corporate governance, mainly
composed of independent directors, including at least a minority Director. The Chairman of
the Board of Statutory Auditors (or other Statutory Auditor designated from time to time by
the Board), the Chairman of the Board of Directors and the Managing Director can take part
in the activity of the Committee.
The Committee must assess whether the internal audit system is appropriate, evaluate the
working plan prepared by the persons in charge of internal auditing and receive their
periodic reports, the proposals of the audit company in order to be granted the related
assignment, as well as the working plan prepared to be audited and the results listed in the
recommendations letter, reports to the Board at least on a semi-annual basis when the
financial statements and the semi-annual report are approved, concerning the activities
performed and whether the internal audit system is appropriate, and performs any further
duties entrusted to it by the Board of Directors, particularly in relation with the relationship
with the audit company.
The Committee also supervises the compliance with and the periodic updating of corporate
governance rules and the code of conduct and any ethical standards which may be
adopted by Autostrade and/or its subsidiaries.
At present, the members of this Committee are the Directors Piero Di Salvo, Emilio
Ottolenghi and Giuseppe Piaggio;
♦ the company’s internal audit system is guaranteed by the Managing Director through a
pertinent organisational unit endowed with the proper means. The internal audit system is
118
aimed at verifying whether the internal procedures - both operational and administrative are actually complied with, which are established in order to both ensure a correct and
efficient management and to identify, prevent and, as much as possible, manage the
operational and financial risks and avoid frauds detrimental to the company.
The person in charge of the internal audit system does not depend hierarchically on any
chief of operation areas and reports its activity to the Managing Director and the Chairman,
as well as the Committee for Internal audit and Corporate Governance (mentioned above)
and to the Statutory Auditors;
♦ The Statutory Auditors are autonomous and independent also vis-à-vis the directors
who appointed them.
The Board of Statutory Auditors is composed of 5 Statutory Auditors and 2 Alternate
Auditors. According to the provisions of the Company’s Memorandum of Association, the
Auditors are appointed through a list vote, subject to the Convention provisions with the
Grantor ANAS. According to the Memorandum of Association, the minority may appoint 2
Statutory Auditors and one Alternate Auditor. Together with each list, some statements
must be filed where the single candidates state both that there are no causes of ineligibility
and non-compliance and that they have the requisites provided by the applicable
regulations.
The entrusted Company is in charge of auditing the financial statements and semi-annual
reports of Autostrade.
The Board of Auditors and the audit company periodically exchange information and data
concerning their respective inspections.
As far as confidential information is concerned, these notices are usually submitted to the
Board’s approval.
Through Funzione Finanza the Company manages the relationships with institutional
investors and shareholders in general. It was also considered a good idea to encourage
further
dialogue
with
shareholders
through
a
website
dedicated
to
investors
(www.ir.autostrade.it ), where it is possible to collect economic and financial information
(financial statements, periodical reports, presentations to the financial community, trend of
exchange operations) and interesting information for the shareholders (company’s bodies,
119
memorandum of association, meeting regulations, information on corporate governance,
presentation and details of the Autostrade Group).
Always concerning relationship with shareholders, in order to ensure an efficient
management of the works of the meeting, it should be noted that the Company applied the
meeting regulations enclosed with the Memorandum of Association, which was approved
by the Shareholders’ Meeting.
120
AUTOSTRADE SPA
Financial Statements:
Notes to the Financial Statements,
Balance Sheet and
Profit and Loss Account
121
NOTES TO THE FINANCIAL STATEMENTS
GENERAL ASPECTS
Autostrade operates under a concession contract expiring on 31 December 2038, as set
out in the new agreement entered into with the grantor Anas on 4 August 1997. Pursuant
to Law No. 537 of 24 December 1993, the concessionaire is required to pay an annual fee
of 1% of total net toll revenues. As for company operations, significant events subsequent
to the year-end and relations with subsidiaries and associated enterprises, reference
should be made to the Management report on the Company’s activities.
For the first time the financial statements at 31 December 2001 were prepared in Euro, as
Autostrade SpA adopted the Euro as its reporting currency with effect from 19 June 2001;
the amounts in lire of the prior year have been translated into Euro, applying the fixed
translation rate of 1,936.27 lire for 1 Euro. Due to the introduction of the new currency, all
accounting balances and historical data for Accounts Receivable, Accounts Payable,
Inventories and Amortisable and Depreciable Assets have been translated into Euro.
VALUATION METHODS
The methods applied in the valuation of individual items, in value adjustments and in the
translation of amounts originally denominated in a currency which is no longer legal tender
are in line with those prescribed by the Italian Civil Code, including the valuation methods
under Article 2426 of the Italian Civil Code. For the valuation methods not provided for by
Article 2426, reference was made to national and international accounting standards. The
accounting standards and valuation methods indicated below are consistent with those
adopted to prepare the financial statements for the year 2000.
Intangible assets
Intangible assets are stated at purchase cost and are amortised over their estimated
useful life which, depending on the type of asset, may range from 3 to 7 years. The only
exception is represented by concessions, licences, trademarks and similar rights
concerning the company’s right to use the optical fibre network for commercial purposes,
which is amortised on a straight-line basis throughout the concession period.
Tangible assets
Tangible assets are stated at purchase and construction cost and include monetary
revaluations made pursuant to statutory laws. Freely transferable assets and work in
progress also include financial charges and costs which can be capitalised during
122
performance of projects in accordance with the civil and tax laws and in conformity with the
principles issued by the Italian Accounting Profession.
The following should be noted:
a) Land and industrial buildings only include non-freely transferable property, while all the
others are included in freely transferable assets;
b) Motorways under construction relate to freely transferable assets only.
The grants received from the grantor and other State bodies under the law for investments
on freely transferable assets are recorded against tangible assets reducing financial
depreciation.
Transferable tangible assets to be freely returned to the grantor upon expiry of the
concession are depreciated on a yearly basis over both their estimated useful life and the
duration of the concession. As a matter of fact, industrial and financial depreciation related
to “Operating motorways” and to assets with an estimated useful life longer than the
concession is determined on a conservative basis over the unexpired portion of the
concession, while that related to assets with a life shorter than the concession period is
charged on the basis of the expected useful life of such assets. In the former case, which
applies to land, buildings, fixed constructions and all the other assets whose expected
useful life is longer than the term of the concession, the most appropriate depreciation
method is the financial one, whereby the cost of freely transferable assets is expensed on
a straight-line basis over the concession period. In the latter case, which applies to assets
whose estimated useful life is shorter than the concession term, such as light
constructions, toll booths and other works, depreciation is charged in accordance with the
industrial method, as the length of the concession does not affect the wear and tear of the
assets in question.
With reference to freely transferable assets, taking into account the tax rules governing
concessions, financial and industrial depreciation and the provisions for restoration or
replacement, taken as a whole, are considered adequate to cover the following charges:
- free transfer to the State, at the end of the concession term (31 December 2038), of the
relevant assets with a useful life longer than the concession term;
- replacement of the freely transferable assets with a useful life shorter than the unexpired
portion of the concession term;
- restoration or replacement of the components of freely transferable assets due to wear
and tear;
123
- recovery of the investment related to the new works provided for by the financial plan
attached to the agreement entered into with ANAS of 4 August 1997.
Given an extension of the concession, the Company undertook to complete new works (for
1996, some Euro 3,305 million) whose economic exploitation for the period in which these
assets are expected to operate will not, based on available estimates, generate additional
income or allow the investment to be recovered.
Since the loss resulting from the economic exploitation of such investments cannot be
ascertained, it was deemed appropriate to depreciate these assets over a straight-line
basis over the 42-year concession term, starting in 1997, when the new agreement was
signed and the new investments identified.
The adjustments of these items to the year-end costs are depreciated applying principal
and interest annual depreciation.
The provisions made until 31 December 2001 and throughout the period when the new
works are carried out will be utilised to make adjustments to the financial depreciation
charges related to them starting in the year when these roads are completed and open to
the public and until the end of the concession.
As to maintenance costs, they were charged off in the profit and loss account for the sake
of clarity, even though provisions are made for the restoration and replacement of freely
transferable assets.
The profit and loss account has a specific item covering such
provisions/uses. Uses also cover routine maintenance expenses for tax deductibility
purposes.
Industrial buildings, industrial and sales equipment as well as other assets were
depreciated applying the rates approved by the tax authorities. Such depreciation rates
were reduced by one-half for improvements carried out during the period, as they are
considered to be consistent with the wear and tear and obsolescence of such assets. The
only exception is the devices provided to motorists to use the Telepass system which,
given their low cost per unit, are fully depreciated during the financial year in which the
cost is incurred.
Shares
Shareholdings are recorded as non-current assets or current assets depending on the time
they are expected to be held.
In accordance with Article 2426 of the Italian Civil Code, investments in subsidiaries and
associated companies are carried as non-current financial assets and are valued at cost.
124
This cost is written down for any permanent impairment in case the investee company has
incurred losses and is not expected to generate sufficient profit in the foreseeable future to
cover them.
Should the reasons for the write-down no longer apply, the original amount is written back.
The shareholdings in subsidiaries and associated companies carried as current financial
assets refer to companies undergoing winding-up procedures. They are valued at yearend by writing down their estimated realisable value as determined on the basis of the
latest financial position to be liquidated.
Other shares are valued as indicated above.
Other securities
Bonds carried as non-current financial assets are valued at purchase cost.
Inventories: raw materials, supplies and consumable stores
They are valued at purchase cost as determined on the basis of the moving weighted
average of prices, which never exceeded their market realisable value.
Inventories: Contract work in process
Contract works are carried out also on behalf of ANAS and local authorities and are valued
on the basis of the amounts receivable which basically reflect the costs incurred.
Current accounts receivable
These are carried with non-current financial assets or current financial assets. They are
stated at their nominal value and adjusted, if necessary, to reflect their lower realisable
value.
Provisions for liabilities and charges
The provision for deferred and other taxes relates to deferred taxes and is determined on
the basis of the principles stated under the section “Deferred tax assets and liabilities”.
125
The provision for sundry pending disputes covers possible charges arising from litigation
with contractors and for damages inflicted through motorway operations as well as risks
related to tax audits.
Concerning the provision for costs of restoration or replacement of freely transferable
assets, reference is made to the section above dealing with valuation methods of tangible
assets.
Provision for staff termination pay
The provision is calculated in accordance with Article 2120 of the Italian Civil Code and is
consistent with the termination payment rights vested at year-end, net of any advance and
substitute tax.
Foreign currency transactions and items
Accounts receivable and payable denominated in non-EMU foreign currencies are valued
at the exchange rate in effect at year-end, in accordance with Accounting Principle No. 26
issued by the Italian Accounting Profession.
Accounts payable
Accounts payable are stated at their nominal value.
Accrued income and prepaid expenses and accrued liabilities and deferred income
Bond discounts and similar charges on loans relate to discounts and other expenses
incurred to issue bonds, which are amortised and charged in the profit and loss account
over the term of the bonds or loans they refer to. Other accrued income and prepaid
expenses, and other accrued liabilities and deferred income are recognised on the accrual
method of accounting.
Deferred tax assets and liabilities
Deferred tax liabilities carried with the provision for deferred and other taxes relate to taxes
accrued during the year and payable in future years; these do not include taxes arising
from the distribution of Shareholders’ equity reserves under a tax suspension regime, as
no such action is expected to occur.
Deferred tax assets, carried with other accounts receivable, relate to taxes pertaining to
future years but payable in the year and in prior years.
126
These are recognised on the assumption, based on the financial plan attached to the
agreement with ANAS of 4 August 1997, that their recovery is reasonably certain in the
future.
Capital grants
Grants received up to 31 December 1997 for investments to be carried out also on behalf
of the grantors were recorded in shareholders’ equity, net of taxes computed on 50% of
the grants.
Grants received after 1 January 1998, still for investments to be carried out, were recorded
against the amount of freely transferable assets under tangible assets, if the asset was still
in service as of 31 December 2001, or to decrease the amount of assets under
construction if work is still in progress.
Revenues and costs
These are determined on the accrual method of accounting.
It should be noted that, due to the interconnection of the road system and the necessary
allocation among the different concessionaires, a portion of the tolls collected during the
latter part of the year is based on reasonable estimates.
Income and losses from swap transactions, entered into only for hedging purposes, were
charged off or released in the profit and loss account together with the charges for the
relevant transactions, on the accrual method of accounting.
Income from shares
These include dividends and are recognised in the year they are collected gross of
withholding taxes and tax credits. The latter are carried with other income from shares.
Memorandum accounts
Concerning guarantees given and commitments, it should be noted that:
- guarantees reflect the unpaid balance of the loan or other obligations;
- purchase or sale commitments are determined on the basis of any residual obligation to
perform under open contracts;
-
claims by contractors are entered on the basis of their requests; the valuation of the
potential risk for the company reflects a much lower amount, as described in the
corresponding section of the notes.
127
The amounts of the Balance Sheet and the Profit and Loss Account are denominated in
Euro units without decimals as provided for by Article 16, paragraph 8 of Legislative
Decree No. 231 of 24 June 1998 and by Article 2423, paragraph 5 of the Italian Civil Code.
The notes to the balance sheet and the profit and loss account are denominated in
thousands of Euro.
128
ITEMS OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
Parentheses include amounts at 31 December 2000
BALANCE SHEET
ASSETS
NON-CURRENT ASSETS
Intangible assets
Thousands of Euro 4,730,037 (4,683,321)
Thousands of Euro 42,761 (44,447)
These decreased by Euro 1,686 thousand and include Industrial patent rights and
intellectual property rights, Concessions, licenses, trademarks and similar rights, Assets
under development and payments on account and Other intangible assets.
A breakdown of the changes in the individual items is provided in Table 1.
Amortisation is commented on in the relevant section of the profit and loss account.
Concerning the individual items:
INDUSTRIAL PATENT RIGHTS AND INTELLECTUAL PROPERTY RIGHTS
Thousands of euro 1,088 (678)
These are costs incurred to purchase licenses of software applications.
The increase by Euro 410 thousand is due to the combined result of new investments
(Euro 1,123 thousand) and amortisation (Euro 713 thousand).
CONCESSIONS, LICENSES, TRADEMARKS AND SIMILAR RIGHTS
Thousands of
euro 24,842 (25,513)
These relate to the residual costs for the purchase from Telecom SpA (FY2000) of the
license to use, for commercial purposes, the optical fibre network laid down along the road
system. The decrease of Euro 671 thousand is due to the amortisation for the year.
ASSETS UNDER DEVELOPMENT AND PAYMENTS ON ACCOUNT
Thousands of
euro 1,257 (0)
These include costs incurred to purchase technological assets (Euro 1,025 thousand) and
advances to suppliers (Euro 232 thousand).
129
OTHER INTANGIBLE ASSETS
Thousands of euro 15,574 (18,256)
The overall decrease of Euro 2,682 thousand relates to the combined result of new
investments (Euro 6,573 thousand) and amortisation for the year (Euro 9,255 thousand).
Both acquisitions and amortisation mainly refer to software, to leasehold improvements
and to the technical archive of works.
130
131
Tangible assets
Thousands of euro 4,107,474 (4,172,484)
These decreased by Euro 65,010 thousand and relate to the total tangible assets in the
company less related depreciation and grants on freely transferable assets. A breakdown
of the changes in the individual items is provided in Table 2.
Tangible assets are
discussed below:
LAND AND BUILDINGS
These include non transferable buildings, i.e.: buildings owned by the company which will
not be returned to the grantor at the end of the concession.
The increase of Euro 7,172 thousand is the combined result of the entry into operations of
the building for office use of Villa Fassini in Rome (Euro 6,053 thousand), the leasehold
improvements on this property (Euro 3,041 thousand) and the depreciation for the year
(Euro 1,922 thousand).
INDUSTRIAL AND SALES EQUIPMENT
These include machinery and equipment for motorway works, cars, transport vehicles,
sundry equipment, mechanic shops and light constructions.
The decrease of Euro 7,346 thousand is due as shown below.
Purchases
Transfers from work in progress
Disposals
Depreciation for the year
Use of disposal fund
Total
Thousands of euro
1,593
107
(4,219)
(2,519)
(8,740)
3,913
(4,827)
(7,346)
Depreciation, commented on in the Profit and Loss Account, was calculated at the
ordinary tax rates which were deemed consistent with the residual estimated useful life of
the assets.
FREELY TRANSFERABLE ASSETS Thousands of euro 3,730,795 (3,842,934)
132
These assets include "Operating motorways" which, at the end of the concession term (31
December 2038), will be freely transferred to the grantor (ANAS). Assets are shown net of
the related grants and depreciation.
The table below provides a breakdown of the remaining amount to be depreciated at 31
December 2001 as compared with the amount of the prior year.
31 Dec
31 Dec
Changes
2001
2000
Gross assets
8,638,135 8,590,354
47,781
Grants
(277,762)
(277,762)
0
8,360,373 8,312,592
47,781
Accumulated financial depreciation
(4,207,715) (4,079,069) (128,646)
Accumulated industrial depreciation
(421,863)
(390,589)
(31,274)
Total 3,730,795 3,842,934 (112,139)
The decrease of Euro 112,139 thousand is due as shown below:
Investments on operating assets
Transfers from work in progress
Write-down of assets’ revalued
historical value due to disposals
Use of accumulated industrial
depreciation
Use of accumulated financial
depreciation
Industrial depreciation
Financial depreciation
Total
Thousands of euro
39,594
14,132
(5,945)
47,781
1,547
444
(32,821)
(129,090)
a) Transferable assets (historical cost+revaluation)
(159,920)
(112,139)
Thousands of euro 8,638,135
(8,590,354)
Investments during the year (Euro 39,594 thousand) relate to works carried out on assets
that were in service at 31 December 2001 and include, in addition to direct costs, technical
personnel costs (Euro 1,003 thousand). Transfers from assets under construction (Euro
14,132 thousand) originate from investments made in prior years on assets that
commenced operations in 2001.
133
b) Grants on freely transferable assets
These include capital grants on freely transferable assets, which were recorded against
the book value of the assets they refer to and were not increased during 2001. Below is a
breakdown of grants at 31 December 2001:
Thousands of euro
a) ANAS:
- Law No. 463 of 21 May 1955
33,463
- Law No. 729 of 24 July 1961
102,175
- Law No. 546 of 8 July 1977
49,064
- Agreement No. 17461 of 28 June 1983
20,658
- Agreement No. 47056 of 27 September 1996
1,672
- Ministerial Decree dated 12 May 1992
1,549
208,581
b) OTHER:
- Friuli Venezia Giulia Region (Law No. 546 of 8 August 1977)
49,064
- Special Government Commission for the Campania region
(Agreement No. 40 of 30 April 1985)
14,667
- Sundry
5,450
Total
c) Accumulated financial depreciation
69,181
277,762
A breakdown of accumulated financial depreciation is given below:
Balance at 31 Dec 2000
Released
Charged during the year
Thousands
of euro
4,079,069
(444)
129,090
4,207,715
Appendix 2 shows the changes in accumulated financial depreciation by individual asset.
The methods used to calculate the financial depreciation for the year are commented on in
the profit and loss account.
d) Accumulated industrial depreciation
134
Below are the changes in accumulated industrial depreciation:
Released
Charged during the year
Thousands
of euro
390,589
(1,547)
32,821
421,863
Concerning the industrial depreciation charges for the year of Euro 32,821 thousand and a
breakdown by tax category (rate applied and charge), reference should be made to the
relevant comment in the profit and loss account.
Appendix 2 shows the changes in accumulated industrial depreciation by individual asset.
OTHER ASSETS
These include furniture, fittings, electronic equipment and devices provided to motorists for
the use of the Telepass system. The increase of Euro 1,523 thousand is due as shown
below:
Purchases
Transfers and reclassifications
Disposals
Depreciation for the year
Use of disposal fund
Total
Thousands of euro
23,356
0
(2,997)
20,359
(21,736)
2,900
(18,836)
1,523
Depreciation, commented on in the Profit and Loss Account, was calculated at the
ordinary tax rates, while Telepass devices, as indicated in the valuation methods, are
entirely depreciated over the year they are purchased, consistent with the low value of
each single device.
The depreciation rates applied reflect the estimated useful life of the assets.
ASSETS UNDER CONSTRUCTION AND PAYMENTS ON ACCOUNT
euro 316,335 (270,555)
Thousands of
135
ASSETS UNDER CONSTRUCTION
Motorways under construction
These include investments related to freely transferable assets, net of grants, for works on
new motorway works and, to a lesser extent, for structural adjustments of currently
operating assets as well as some minor works which at 31 December 2001 were not ready
to use yet.
The increase of Euro 49,621 thousand is due as shown below:
Transfers to freely transferable assets
Investments during the year
Decreases during the year
Grants received during the year
a) Gross assets
Gross
amount
262,215
(14,132)
95,077
(158)
343,002
Thousands
of euro
Grants
(1,146)
0
(31,166)
(32,312)
Net
261,069
(14,132)
95,077
(158)
(31,166)
(310,690)
The investments for the year on assets under construction (Euro 95,077 thousand)
include, in addition to direct costs, the capitalisation of financial charges (Euro 4,528
thousand) and technical personnel costs (Euro 2,797 thousand). Of the works erected
during the year, Euro 18,090 thousand relate to the construction of Variante di Valico on
the stretch between Bologna and Florence (A1) and Euro 44,636 thousand relate to the
widening of the Orte-Fiano (A1) stretch to three lanes.
Gross assets include the
investments under the financial plan attached to the new agreement. Law No. 662 of 23
December 1996 and law No. 345 of 2 October 1997 provide for a State grant to be given
in connection with these investments.
b) Grants
136
ANAS
-
Agreement
dated
25
September
1996,
No.
2777
Genoa Serravalle – Bolzaneto exit compliance works
6,135
- Law No. 662 of 23 December 1996 Florence Bologna Aglio/Canova stretch
26,177
Total
32,312
The 2000 amount relates to the first part of the grant given by ANAS in connection with the
Bolzaneto exit.
The grant for the Aglio/Canova stretch on the Florence-Bologna motorway recognised in
the year 2001 (Euro 26,177 thousand) relates to the first portion of the grants for the
investments of the financial plan attached to the new agreement.
Non freely transferable assets under construction
Thousands of euro 798 (6,465)
These relate to equipment that has not yet entered operations as the set-up phase is still
under way (e.g.: motorway patrol cars, transport vehicles and other vehicles intended for
special use).
The decrease (Euro 5,667 thousand) is due to the combined result of new investments
(Euro 493 thousand) and the entry into operations of assets which were under
construction at the 2000 year-end (Euro 6,160 thousand).
ADVANCES TO SUPPLIERS
These are contractual advances paid to suppliers and contractors for services to be
rendered and goods yet to be received with respect to motorway installations. This amount
will be gradually taken in as the works are completed.
137
138
139
Non-current financial assets
These increased by Euro 113,412 thousand.
SHARES
A breakdown of the changes in the individual items is provided in Appendix 3. The list of
shareholdings in subsidiaries and associated companies, together with the information
required to be given under item 5 of Article 2427 of the Italian Civil Code, is provided in
Appendix 4 at the end of the discussion of non-current financial assets.
Significant information on the performance of subsidiaries is provided in the management
report. In addition, the financial statements include key data of the balance sheet and profit
and loss account of each individual subsidiary and of the associated companies.
Concerning the type of shares held, the following should be noted:
SUBSIDIARIES
These mainly relate to shares held in companies that build and operate motorways and
tunnels under concession, or perform activities and services in related areas.
As noted in the valuation methods section, shares are valued at purchase cost, or are
written down to the corresponding portion of shareholders’ equity in case of permanent
impairment in the shareholders’ equity of the investee companies.
The following is a list of the companies in which the company has shareholdings:
- Società Italiana pA per il Traforo del Monte Bianco;
- Tangenziale di Napoli SpA;
- Società Autostrade Meridionali pA;
- Autostrada Torino - Savona SpA;
- Autostrade Finance SA;
- Autostrade Telecomunicazioni SpA;
- Spea - Ingegneria Europea SpA;
- Autostrade TLC Fixed SpA
- Infoblu SpA
- Sitech SpA
- Società Autostrada Tirrenica SpA
- Pavimental SpA
- Autostrade International SpA
140
A breakdown and an analysis of the changes for the year (+82,735 thousands of euro) in
shares in subsidiaries is provided below:
SITECH SpA
Share capital increase
Revaluation to adjust to shareholders’ equity
Autostrade FINANCE SA
Thousands
of euro
115,323
88,944
(120,549)
83,718
Thousands
of euro
43,552
110,000
153,552
The increase in the share capital of Autostrade Finance SA was necessary to purchase
the 4.94% interest of ACESA.
INFOBLU SpA
Thousands
of euro
103
5,061
Revaluation to adjust to shareholders’ equity
(721)
4,443
As it is known, Sitech SpA’s main activity is the interest held in Blu SpA, the fourth mobile
operator in Italy which started operations during 2000. Given the situation described in the
management report, the financial statements of Blu at 31 December are not available yet,
though Blu’s directors have prepared a statement on the financial condition at 28
December 2001. Likewise, Sitech’s directors have prepared a statement on the financial
and economic condition at the same date, stating the interest held in Blu at a value
corresponding to its portion of the investee company’s shareholders’ equity.
As already indicated in the management report, as a result of the unfavourable outlook of
the mobile market, Blu’s shareholders undertook a corporate strategy re-writing process
during 2001 which led to the following:
•
in April 2001 a first joint term of office was established by all the shareholders of
Blu for the sale of the company, both wholly or partly. The term expired and no
proposed share purchase was put forward;
141
•
in November 2001 a second term of office was established for the disposal of the
entire share capital or, as an alternative, of the individual corporate departments of
Blu;
•
methods were applied for the management of the company based on value
protection and financial cost control.
In this scenario, the interest held in Sitech was valued, as in 2000, by adjusting the
purchase cost to the corresponding portion of net equity as shown in the above said
statement at 28 December 2001, and Euro 120,549 thousand – equal to the portion
(79.4%) of net loss attributable to Sitech (Euro 151,825 thousand) – was written down
accordingly as it is considered to be a permanent impairment. The write-down of Blu (Euro
150,372 thousand) accounts for a major part of this loss.
Given that the current shareholders of Blu have foreseen a sale of the company to third
parties, the interest in Sitech has been adjusted to the corresponding portion of net equity
of Sitech at 28 December 2001. This was made because the value of the interest held by
Sitech in Blu at the same date was considered to be consistent with a reasonable estimate
of the expected net value realisable on the sale of Blu to third parties. The valuation was
based on information and data available to date, even though there exist significant
uncertainties and complexities in connection with the calculation of the value and the sale
itself. In this scenario of uncertainty, the directors of Autostrade SpA consider that the
future realisable value should not result in significant differences in the financial
statements of Autostrade, in consideration of the economic result achieved and expected,
as well as the amount of the company’s assets.
SHARES IN ASSOCIATED COMPANIES
These relate to the interest held in Pedemontana Lombarda SpA (Euro 4,898 thousand)
and the new interest purchased in Saba Italia SpA (Euro 10,965 thousand).
Apart from the purchase of Saba Italia, the increase from 31 December 2000 is due to the
change in the share held in Pedemontana Lombarda SpA (+ Euro 3,541 thousand). The
subscription of the share capital increase (Euro 3,930 thousand) is offset by a write-down
of Euro 389 thousand.
OTHER COMPANIES
142
The amount of the shareholdings, as listed in Appendix 5, increased by Euro 8,161
thousand mainly as a result of the purchase of the 4.59% interest in SITAF (Euro 7,691
thousand).
PAYMENT FOR INVESTMENTS
This relates to the payment for the future increase in the share capital of the subsidiary
Società Autostrade Telecomunicazioni SpA.
NON-CURRENT FINANCIAL ACCOUNTS RECEIVABLE
Thousands of euro 17,655
(20,392)
A breakdown of the changes in the individual items is provided in Appendix 6.
Concerning the type of non-current accounts receivable, the following should be noted:
OTHER NON-CURRENT ACCOUNTS RECEIVABLE
(20,392)
These decreased by Euro 2,737 thousand and mainly include:
a) remaining amounts receivable from the State – including revaluations – for the advance
payment of taxes on staff termination pay (Euro 12,958 thousand) paid in 1997 and
1998 in accordance with the provisions of the 1996 Financial Law. These were partly
recovered in the following years;
b) long-term interest-bearing loans to employees (Euro 4,300 thousand);
c) to a lesser extent, guarantee deposits paid by the company for sundry reasons.
OTHER SECURITIES
Thousands of euro 934 (516)
These relate to:
a) a portion of the bonded loan granted by Banca di Roma SpA (Euro 516 thousand) and
used by the investee Compagnia Sviluppo Imprese Sociali SpA to finance sociallyoriented enterprises.
b) the subscription during the year of bonds convertible into shares of the investee
company SITAF for a total amount of Euro 418 thousand.
143
144
145
146
147
CURRENT ASSETS
Inventories
The increase of Euro 7,039 thousand is due to the following changes:
RAW MATERIALS, SUPPLIES AND CONSUMABLE STORES
Thousands of euro
29,526 (24,342)
These mainly include materials related to the maintenance, operation and construction of
road works and equipment.
Inventories rose by Euro 5,184 thousand from the prior year.
CONTRACT WORK IN PROCESS
Thousands of Euro 93,174 (91,319)
This includes works performed on behalf of different entities (mainly ANAS and other
public authorities) and is shown on the basis of the amounts receivable, which are
basically equivalent to the costs incurred.
The increase (Euro 1,855 thousand) mainly relates to works carried out during the year.
Below is a breakdown by type of work:
Works
Changes for
Cumulative at
the year 2001
31 Dec 2001
(Thousands of euro)
Construction of the S. Benigno – SS 1 Aurelia stretch;
Extension of the Bologna coplanar road;
931
79,642
19
7,086
Partial construction of viaduct in Genoa’s port
Interconnection A/6 – A/10 (To-Sv, Aut. Dei Fiori)
Total
250
905
6,196
1,855
93,174
148
These increased by Euro 95,315 thousand. Concerning the type of current accounts
receivable, the following should be noted:
CUSTOMERS
These are shown net of the provision for possible non-recoveries and include amounts
receivable from motorists who use Viacard cards to pay their tolls on an open-account
basis and those who did not pay their tolls at the collection booths. These also include
amounts receivable to concessionaires of service areas for the royalties on revenues
collected by such concessionaires.
A breakdown of current accounts receivable from customers is provided below:
31 Dec
2001
Thousands
of euro
31 Dec
2000
Thousands
of euro
Open-account motorists and the like
Service areas operators
Other customers for services
rendered
Provision for possible non-recoveries
- Opening balance
- Released
- Provisions
Total
The increase of Euro 32,771 thousand
349,209
33,327
25,188
328,654
28,251
10,679
407,724
367,584
26,698
(11,417)
13,139
28,420
(6,981)
14,350
35,789
28,420
371,935
339,164
is mainly due to the increase in accounts
receivable from open-account motorists which resulted from a greater use of the “Viacard”
and “Telepass” toll-payment systems and from the increase in other accounts receivable
due to the issue of certain invoices for grants for works erected to be settled in the
subsequent financial year. The provision for possible non-recoveries is calculated on the
basis of the analysis of the total accounts receivable to reflect such amounts at the lower
realisable value over the risk of partial non-recovery.
SUBSIDIARIES
These include both financial accounts receivable, settled through arm’s length openaccount transactions, and trade accounts receivable.
The balance at 31 December 2001 and the changes for the year are as follows:
31 Dec
31 Dec
Changes
149
2001
Tangenziale di Napoli SpA
Autostrada Torino-Savona SpA
Società Autostrada Tirrenica p.A.
Società Autostrade Meridionali p.A.
Soc. Ital. per az. per il Traf. del
M.Bianco
Aut. INT. Virginia
Sitech SpA
Infoblu SpA
Autostrade Finance SA
Autostrade UK Ltd
Autostrade Telecomunicazioni SpA
Autostrade TLC Fixed
Pavimental SpA
SPEA - Ingegneria Europea SpA
2000
0
0
0
0
0
175
0
0
0
(175)
0
95
99
(4)
414
(414)
0
0
42
(42)
44
(35)
9
0
9
(9)
(4,966)
(3,331)
1,635
4
4
(2,859)
(1,421)
1,438
1,144
2,385
(1,241)
4,325
10,993
(6,668)
Trade accounts receivable relate to transactions with Autostrade Telecomunicazioni (Euro
642 thousand), Autostrade Finance (Euro 9 thousand), Autostrade Int. Virginia (Euro 95
thousand).
ASSOCIATED COMPANIES
These decreased by Euro 705 thousand and mainly include trade accounts receivable
from Blu SpA for Euro 2,379 thousand compared to Euro 3,401 thousand at 31 December
2000.
OTHERS
A breakdown is provided below:
- Advances to suppliers
- Tax authorities
- Companies operating
interconnected motorways
- Government authorities
- Motorists to recover damages to
motorway property
- Sundry
- Deferred tax assets
31 Dec
2001
447
3,366
2,267
31 Dec
Changes
2000
1,523
(1,076)
55
3,311
2,259
8
7,273
18,911
6,812
19,454
461
(543)
15,030
47,294
161,335
208,629
41,125
71,228
67,484
138,712
(26,095)
(23,934)
93,851
69,917
The decrease is mainly due to the negative exchange rate differences on the instalments
of the State-guaranteed IRI-EIB loans which were recorded at 31 December 2000 and
were refunded by IRI in January 2001.
150
Deferred tax assets increased due to the greater amount of taxes calculated over the nondeductible charge of the provision for restoration and to the write-down of the investee
company Sitech.
Current financial assets
These related to the remaining amount of the shareholding in Telon SpA which was wound
up during 2001.
151
Cash and cash equivalents
These increased by Euro 97,037 thousand and relate to the total cash and cash
equivalents of the company at the 2001 year-end.
Concerning the type of cash and cash equivalents, the following should be noted:
CASH AT BANKS AND POST OFFICES
Fixed-term guarantee deposits
These relate to two fixed-term guarantee deposits with Sanpaolo-IMI and Crediop to which
the portions of a loan granted by such banks are credited. The loan is related to the grant
given by ANAS under Law No. 662 of 23 December 1996 in connection with the
redemption of the loans for the construction of the new Aglio/Canova stretch on the
Florence-Bologna motorway.
This type of deposit was made because the amounts held in the bank accounts cannot be
used until and unless ANAS gives a specific authorisation on the actual implementation
and completion of the works.
Unfixed-term guarantee deposits
Most of the balance relates to cash held in postal accounts.
CASH AND CASH EQUIVALENTS IN HAND
These rose by Euro 3,749 thousand mainly due to the increase in tolls currently being
counted. They include:
a) Euro 190 thousand for cash and near-cash items held at different cash registers (Euro
127 thousand at 31 December 2000);
b) coins necessary for toll booth personnel to operate and other funds for a total of Euro
5,241 thousand (Euro 4,841 thousand at 31 December 2000);
152
c) tolls collected during the last days of the year which, at year-end, were being counted
and credited by banks for a total of Euro 20,108 thousand (Euro 16,822 thousand at 31
December 2000).
ACCRUED INCOME AND PREPAID EXPENSES
These decreased by Euro 2,791 thousand. The changes for the year are discussed below:
a) Bond discounts and similar charges on loans
The decrease of Euro 1,339 thousand is due as shown below:
Thousands
of euro
2,970
Amortised discount
189
Portion of unamortised discount on loans attributable to
(1,528)
current year, computed on the basis
of loan repayment schedules
1,631
b) Accrued income and prepaid expenses
These decreased by Euro 1,452 thousand.
They include accrued income (Euro 278
thousand) and prepaid expenses (Euro 8,041 thousand). Of these, Euro 6,970 thousand
relate to prepaid fees to use third parties’ optical fibre cables installed on motorways. Such
prepaid expenses will be charged to future financial years.
153
154
BALANCE SHEET – LIABILITIES AND EQUITY
SHAREHOLDERS’ EQUITY
These increased by Euro 187,382 thousand. A breakdown of the changes in the individual
items is provided in Appendix 7. Shareholders’ equity includes the following:
Share capital
The share capital is divided into 1,183,153,800 ordinary shares with a par value of Euro
0.52 as resolved by the Extraordinary Shareholders’ Meeting of 20 September 2001.
The new amount of the share capital is the result of the issue of 70,900 ordinary shares to
be allotted free of charge to executives of the Company and the Group, as resolved by the
shareholders’ meeting of 20 August 1999, and the translation into Euro of the par value of
the shares of Lire 1,000 each, translated to Euro 0.52, by applying the fixed exchange rate
of Lire 1,936.27.
Due to this translation, it was necessary to round the amount up to Euro 4,192 thousand.
The rounding-up was made, as prescribed by the relevant provisions, by using pre-existing
reserves, as specified more in detail where the relative items are discussed.
Revaluation reserves
These include three different reserves:
LAW No. 342 OF 21 NOVEMBER 2000
This relates to the revaluation, net of the substitute tax, for a total of Euro 7,850 thousand,
of the write-up of the toll collection installations made in 2000.
Its amount is unchanged from the prior year.
LAW No. 72 OF 19 MARCH 1983
155
The amount relates to the balance of the monetary revaluation under Law No. 72 of 19
March 1983. It decreased by Euro 376 thousand because it was used to translate the
share capital into Euro.
LAW No. 413 OF 30 DECEMBER 1991
This reserve was established in FY 1991 following a mandatory revaluation of buildings
provided for by law No. 413 of 30 December 1991. Its amount is unchanged from the prior
year.
Legal reserve
The increase for the year (Euro 16,314 thousand) is due to the allocation of 5% of the prior
year’s net profit to this reserve.
Other reserves
These increased by Euro 98,370 thousand and include:
EXTRAORDINARY RESERVE
The increase of Euro 102,223 thousand is due to the allocation of the net profit for 2000 to
this reserve, as resolved by the shareholders’ meeting of 30 April 2001.
CAPITAL GRANTS
These include capital grants other than those provided under a law or ad hoc agreements
with the Grantor (ANAS) which were received within 31 December 1997.
These grants are shown net of taxes applicable on 50% of the amount. Its amount is
unchanged from the prior year.
CAPITAL GAINS REINVESTMENT RESERVE
This amount relates to a gain on the sale of a property in 1983.
This reserve was used for the translation of the share capital into Euro.
DIVIDEND EQUALISATION RESERVE
This reserve was established in 1988 for the share capital increase of that year, with a
premium of Lire 25 per share required to adjust dividends. It was entirely used for the
translation of the share capital into Euro.
156
SHARE ISSUE RESERVE UNDER ARTICLE 2349 OF THE ITALIAN CIVIL CODE
The extraordinary shareholders’ meeting of 20 August 1999 resolved to establish this
reserve (for Euro 362 thousand) by debiting the relevant amount to the extraordinary
reserve to cover the stock option plan for executives. In 1999, Euro 43 thousand was used
to increase the share capital while during 2001, the reserve was entirely used to cover the
translation of the share capital into Euro.
Net profit for the year
The increase from the year 2000 is commented on in the relevant section of the profit and
loss account.
157
158
PROVISIONS FOR LIABILITIES AND CHARGES
(762,062)
The table below provides a breakdown of this item with the changes for the year:
31 Dec
2000
Provision for deferred and other taxes
Other provisions:
- Provision for the restoration or
replacement of freely transferable
assets
- Provision for sundry pending
disputes
Total
909
Charged
Released
31 Dec
2001
Thousands of euro
0
283
626
727,067
425,131
293,156
859,042
34,086
2,000
0
36,086
762,062
427,131
293,439
895,754
Concerning the individual items, the following should be noted:
PROVISION FOR DEFERRED AND OTHER TAXES
The amount relates to taxes to be paid on 50% of the capital grants obtained by the
company in past financial years.
OTHER PROVISIONS
These include:
PROVISION FOR COSTS OF RESTORATION OR REPLACEMENT OF FREELY
TRANSFERABLE ASSETS
This provision is provided for by the tax law for concessionaires that build and operate
public works as an alternative to the deduction of expenses for the maintenance, repair,
upgrading and transformation of tangible assets.
As illustrated in the section on accounting principles and consistent with the past, this
provision, the financial depreciation and the industrial depreciation as a whole are
sufficient to provide an adequate coverage of the charges related to the operation of freely
Concerning the provision for costs of restoration and replacement, in the year 2001:
159
Euro 293,156 thousand was used for maintenance works;
provisions for Euro 425,131 thousand were made during the year on the basis of plans
for the restoration and replacement of freely transferable assets, for which reference
should be made to the section “Provisions for the year” in the profit and loss account,
taking into account the total accumulated depreciation, as indicated above.
At year-end, in addition to estimated costs for non-routine maintenance works, this
provision includes:
Provisions for some Euro 387 million relating to the straight-line depreciation until the
concession expires (2038) of the charges (valued at some Euro 3,305 million in 1996
prices) related to the new works under the 1997 Agreement, whose economic
exploitation does not generate additional income nor allows the investment to be
recouped;
Provisions for greater costs of such investments (some Euro 60 million) equal to the
constant yearly amount, principal and interest, on charges greater than those indicated
in the Financial Plan agreed upon with the Grantor.
The amounts recorded to this provision relate to both non-routine maintenance works,
which are estimated to take place in the 2002-2007 period, and provision for charges
relating to the renewal of the agreement. As an ideal and partial adjustment to these
provisions, these amounts will be used starting from the year the works envisaged under
the agreement enter operations.
PROVISION FOR SUNDRY PENDING DISPUTES
(34,086)
These relate to estimated risks and charges which might result from:
1) tax assessments on IRPEG (Italian corporate income tax), ILOR (Italian local
income tax) and VAT following a tax audit performed by the Italian tax police which
ended in 1994. The total amount recorded to cover these assessments is Euro
12,911 thousand, unchanged from the prior year;
2) litigation for various claims for compensation, mostly from contractors for “reserves”
on maintenance works and for delays in paying them for Euro 23,175 thousand
(Euro 21,175 thousand at 31 December 2000). The change was due to the accrual
of Euro 2,000 thousand for updating litigation lawsuits and risks from the
construction of works carried out on behalf of third parties.
160
STAFF TERMINATION PAY
These increased by Euro 6,354 thousand. Below is the change for the year:
Thousands
of euro
118,755
18,182
(9,121)
(2,511)
204
(400)
125,109
- provision for the year
- Uses for payments made
- Uses for advances to employees
- Balance of intracompany transfers
- Other changes
ACCOUNTS PAYABLE
The tables at the end of the accounts payable section in the consolidated financial
statements provide details of the main features of the loans that make up the medium and
long-term indebtedness at end of the year. These show the types of loan, the amount,
interest rates, repayment terms, foreign exchange hedges, bank guarantees and collateral
securities.
Additional information on the financial aspect, particularly on loans
denominated in foreign currency and the percentage of floating-rate financing to overall
indebtedness are provided under the “Financial Management” section of the Management
report. It is to be noted that accounts payable include 3 loans included under "Medium and
long term accounts payable to banks", secured by a lien on motorways and related
installations under concession for a remaining amount of Euro 23 million (3 loans for a
remaining amount payable of Euro 31.6 million at 31 December 2000).
BONDS
Below is a breakdown of bonds and the changes for the year:
Loans
Balance at 31
Raised in 2001 Repaid in 2001
Dec 2000
Balance at 31
To be repaid
Dec 2001
in 2002
1994-2004
25,823
25,823
1995-2002
51,646
51,646
51,646
1997-2002
258,228
258,228
258,228
335,697
309,874
335,697
0
161
The fixed-rate loan "Autostrade 1994-2004" for Euro 25,823 thousand has been paying
interest since the fourth year and is held by prime institutional investors.
The loan "Autostrade 1995-2002", for an amount of Euro 51,646 thousand, was issued at
a floating inflation-linked rate and is held by prime institutional investors.
The floating rate loan "Autostrade 1997-2002" for an amount of Euro 258,228 thousand,
sold on international markets in 1997, represented the first Eurobond transaction by a
company under the tax regime provided for by Law Decree No. 239 of 1 April 1996,
exempting it from withholding interest paid to lenders.
AMOUNTS OWING TO BANKS
These include all bank loans. Below is a breakdown:
MEDIUM AND LONG-TERM AMOUNTS OWING TO BANKS
Thousands of euro
532,492 (353,283)
The total increase of Euro 179,209 thousand is due to the difference between the
redemptions for the year (Euro 139,576 thousand) and new loans (Euro 318,785
thousand).
Below is a breakdown of medium and long-term amounts owing to banks:
EIB direct loans
These relate to a fixed-rate loan of Euro 300 million to be used to finance the investment
plan to improve the Company’s road system, in particular the Safety Plan, the Bologna
beltway and the fourth lane between Bologna and Modena. The increase for the year is
due to the grant of the second portion of Euro 200 million on 15 December 2001. It should
be noted that this is the first time that the EIB provides 40% of the loan to a private
company without a bank guarantee.
Indirect EIB loans
These relate to 9 loans granted by the EIB through different financial institutions, maturing
between 9 and 15 years, with the last instalment due in 2008; 1 of them is denominated in
a basket of currencies that includes those of some non-EMU member countries (in
162
particular: US dollar, Swiss franc, Japanese Yen). In addition, a loan of an amount of 9%
of the total is partially guaranteed by the State against the exchange rate risk.
Below is a breakdown of the changes for the year:
Thousands of euro
Amount redeemed in 2001
New loans raised in 2001
Instalments due in 2002
Loans in euros from third parties
169,088
34,945
0
134,143
32,169
These relate to:
-
2 loans in lire granted by two different credit institutions with maturities of 9 and 15
years due in 2002 and 2003. IRI SpA guaranteed one of them, whose remaining
amount is Euro 8,501 thousand due on 30 July 2002;
-
a loan of Euro 118,785 thousand granted by SanpaoloIMI/CREDIOP to implement
the grants under Law No. 662 of 1996 which will be repaid directly by ANAS in fixed
yearly instalments made up of principal and interest. During the year, ANAS
redeemed Euro 43,009 thousand.
Below is a breakdown of the changes for the year:
Thousands of euro
Loans in foreign currency from third parties
35,970
56,406
118,785
98,349
18,550
These relate to 2 loans with maturities of 10 and 11 years which were paid during 2001.
Thousands of euro
SHORT-TERM AMOUNTS OWING TO BANKS
48,225
48,225
0
0
0
163
The decrease of Euro 135,194 thousand is due to the lower need to use short-term lines of
credit to meet financing requirements arisen during the year, in view of a consolidation
with medium and long term loans.
For further details, reference is made to the management report concerning financial
management.
AMOUNTS OWING TO OTHER LENDERS
These relate to medium and long-term loans with maturities ranging from 14 and 15 years
and the last instalment due in 2003, provided by IRI and funded by the EIB. These are all
loans in euros or guaranteed by the State against the exchange rate risk.
The decrease of Euro 351,615 thousand is due to the repayment of the 10 year loans in
euros, which were due during 2001.
ADVANCES
These relate to invoices for contract work in process at 31 December 2001.
The increase of Euro 831 thousand from the prior year is due to invoices issued on a
percentage-of-completion basis for contract work in process.
SUPPLIERS
These mainly relate to amounts due to contractors for maintenance works and investment,
and also include works performed at 31 December 2001 but yet to be invoiced.
The increase is due to the accelerated pace of activities later in 2001.
SUBSIDIARIES
These include both deposits of temporary excess liquidity by subsidiaries in arm’s length
transactions and ordinary transactions with them, in particular Pavimental and Spea. They
also include amounts due to subsidiaries for share capital subscriptions not yet paid.
Below is a breakdown and a comparison with the balance at 31 December 2000:
Società Autostrada Tirrenica p.A.
Società Autostrade Meridionali p.A.
Soc. Ital. per az. per il Traf. del
M.Bianco
Raccordo Autostradale Valle d'Aosta
31 Dec
2001
13,672
7,566
25,076
11,265
3,208
31 Dec
2000
12,045
9,752
27,724
8,931
4,165
Changes
66,605
7,025
59,580
1,627
(2,186)
(2,648)
2,334
(957)
164
SpA
Autostrade International SpA
Pavimental SpA
Sitech SpA
Infoblu SpA
13,729
24,844
12,738
26
1,276
180,005
5,703
32,024
9,504
116,873
Unpaid share capital subscriptions:
12,961
12,961
Sitech SpA
82,014
Total unpaid share capital
12,961
94,975
subscriptions:
Grand total
192,966
211,848
Of these, Euro 53,085 thousand relate to trade accounts payable.
•
8,026
(7,180)
3,234
26
1,276
63,132
0
(82,014)
(82,014)
(18,882)
The main items include:
Euro 24,844 thousand to Pavimental SpA (Thousands of euro 32,024 at 31 December
2000)
•
Euro 12,738 thousand to SpA (Thousands of euro 9,504 at 31 December 2000)
The decrease in unpaid share capital subscriptions is mainly due to the call for subscribed
capital by Sitech following the share capital increase.
ASSOCIATED COMPANIES
These relate to the share capital subscriptions to be paid to Autostrada Pedemontana;
these subscriptions arose in 2001.
The decrease from the prior year is due to the
completion of the winding-up procedure of Telon SpA.
TAXES PAYABLE
a) INCOME TAXES FOR THE YEAR
These include the amounts payable to the State for direct taxes, net of advances, of
amounts withheld on interest income and tax credits for dividends received.
Apart from the increase in operating results, the increase from 31 December 2000 is due
to the nondeductibility of the write-down of the interest in Sitech.
With regard to the Company’s tax position, it should be reminded that in the year at issue
all tax years up to 31 December 1995 in respect of direct taxes, and up to 31 December
1996 in respect of indirect taxes, are considered to be closed due to the running out of the
statute of limitations and the lapse of time limits, except for the following: as a result of a
tax audit carried out by the Tax Police for fiscal years 1987 – 1992, which ended in 1994,
165
the Company was served a notice of assessment and adjustment issued by the Revenue
Office of Rome, against which a counterclaim was filed before the authorities having
jurisdiction. The cases are pending before the Rome Tax Commission, except for the tax
assessment for 1987 and 1989, for which the Company’s claims were accepted on a final
basis due to the failure by the Italian inland revenue to file an appeal.
Finally, it must be noted that the claims filed against the IRPEG/ILOR tax notice of
assessment for the 1988 and 1990 tax years have been heard before the Rome Tax
Commission, which accepted the claims of the Company and gave rulings which have not
become res judicata yet.
It must also be noted that the Regional Tax Commission filed a positive ruling for the
company on 8 March 2002 rejecting the claim filed at the first instance stage by the
Revenue Office in respect of the 1992 tax year.
In past years, the Company accrued Euro 12,911 thousand to the provision for sundry
pending disputes to cover the existing tax disputes. The provision is considered to be
sufficient to cover future charges in respect of the pending tax disputes.
b) OTHER TAXES
Withholding taxes on salaries and professional fees
These relate to tax amounts withheld on salaries and professional fees in December 2001
to be paid to the Tax Office in 2002.
Tax office under Law No. 342 of 2000
This relates to the amount payable, formed in 2000, in respect of the revaluation tax under
Law No. 342 of 2000, accounting for 19% of the increase in tangible assets. The
outstanding amount was paid during 2001.
Tax Office under Law No. 531 of 12 August 1982
This relates to the outstanding amount payable, net of advances, for the toll surcharge
collected on behalf of the State over the last months of 2001.
Other types
These mainly include the amount payable to the State for the concession fee established
on 1 January 1994, equal to 1% of the tolls collected, the amounts withheld by the
Company from third parties and paid to the Tax Office in January 2002, the substitute tax
166
on staff termination pay, and the VAT balance for the month of December, net of
advances.
SOCIAL SECURITY
These relate to statutory contributions accrued but which have not yet been paid to social
security institutions.
OTHER ACCOUNTS PAYABLE
These include the following:
31 Dec
2001
a) Bondholders for coupons and
securities
b) Motorway companies to settle
interconnection transactions
c) Guarantee deposits of motorists
operating on an open-account basis
d) Tolls being settled
e) Suspended, transitory and sundry
items
f) Anas
Total
0
31 Dec
Changes
2000
Thousands of euro
546
(546)
231,858
31,241
206,842
29,187
25,016
2,054
89,288
105,475
83,797
41,827
5,491
63,648
17,563
475,425
362,199
17,563
113,226
The increase is mainly due to:
-
amounts payable to interconnected motorway companies as a result of the increase
in tolls and traffic flows;
-
sundry amounts payable to lorry drivers in respect of the refund of “toll settled
reduction” paid by the Italian Ministry of Treasury in the last days of 2001 (Euro
64,895 thousand);
-
ANAS for the grant under Law No. 662 of 23 December 1996 in respect of the
Aglio/Canova stretch of the Florence-Bologna.
167
ACCRUED EXPENSES AND DEFERRED INCOME
(52,399)
1) Accrued expenses
These mainly relate to interest expense and other financial charges accrued at 31
December 2001 (Euro 12,333 thousand) and personnel costs related to the fourteenth
month’s pay to be given in June 2002, accrued during the year (Euro 6,925 thousand).
2) Deferred income
These relate to revenues collected in advance and attributable to future financial years.
They mainly include advance leasing fees on Company assets as well as the balance of
the grant received from the Special Commissioner for the Campania region to offset future
lower revenues due to the transfer of the toll booths in Naples in 1988.
Euro 25,845 thousand of deferred income relate to multiannual revenues attributable to
years after 2002.
168
169
MEMORANDUM ACCOUNTS
UNSECURED GUARANTEES GIVEN
The decrease of Euro 711,169 thousand is mainly due to the repayment of the bank
guarantee given to Sitech SpA in respect of the bid by Blu SpA for the awarding of the
UMTS license in 2000.
Bank guarantees given to subsidiaries
These include bank guarantees given to:
Subsidiaries
Thousands of
euro
- Autostrade Finance SA
- Autostrade UK Ltd
120,737
14
0
- Società Autostrada Tirrenica SpA
3,874
- SPEA – Ingegneria Europea SpA
1,690
- Autostrade TLC SpA
2,317
- Autostrada Torino-Savona
34,241
- R.A.V.
28,809
- Traforo del Monte Bianco
- Sitech SpA
4,914
0
The decrease from the prior year is due to the return by Banca Nazionale del Lavoro of a
guarantee of Lire 4,000 billion given to Blu SpA to bid for the UMTS licenses (Euro
661,065 thousand). Autostrade SpA had given the same bank a counter-guarantee on
behalf of Sitech SpA in respect of the entire shareholding of Sitech in Blu (32%) for an
amount of Lire 1,280 billion (Euro 661,065 thousand), and at the same time receiving
indemnifications from Sitech minority shareholders amounting to Lire 263,680 million. With
regard to the bank guarantee given to Autostrade Finance, it should be noted that on 26
September 2000 the Company undertook all the obligations of Autostrade Finance SA to
Midland Expressway Limited (M.e.l.) under a Shareholder Funding Agreement in respect
of the Birmingham Northern Relief Road (BNRR) project for an amount of 36,749,750
sterling pounds. This commitment voids and supersedes the obligation previously
170
undertaken by Autostrade to finance MEL until the date of the funding for the BNRR
project, which took place on 29 September 2000.
Bank guarantees given to third parties
These include:
•
the bank guarantee given to COFIRI to secure the loans granted by it to employees
in accordance with an agreement made in 1996 (Euro 1,940 thousand);
•
the guarantee given to Assicurazioni Generali to issue a bank guarantee to ANAS
and Associazione Temporanea di Imprese Autostrade SpA – TOTO SpA (Euro
76,362 thousand) to run the motorways A24-A25 on a concession basis. TOTO
SpA, on the basis of its portion equal to 40%, will pledge over Autostrade the
shares of the soon-to-be-established company which will be the concessionaire for
the operation of the A24-A25 motorways.
PURCHASE COMMITMENTS
These relate to residual contractual commitments for works and supplies.
Of these commitments, Euro 368 million relate to commitments to companies belonging to
the Autostrade group at 31 December 2001.
The increase is mainly due to the execution of new contracts.
OTHER MEMORANDUM ACCOUNTS
Concerning the individual items, the following should be noted:
1) Collateral and unsecured guarantees given
These mainly relate to bank guarantees of credit institutions and insurance companies
received to replace guarantee deposits posted by contractors and concessionaires of
service areas to guarantee their contractual obligations toward the Company.
2) Commitments on derivatives
These relate to the obligation undertaken under equity-swap contracts underlying
company shares in respect of the stock option plan for directors.
171
3) Residual commitments for financial leases
The amount reflects the total amount of fees to be paid for leased assets.
4) Assets held at third parties for works in process, on a free-on-loan, guarantee deposit,
leasing basis or similar
These relate to machinery held at third parties for the reasons above.
5) Sundry
(146,559)
These include the following items:
31 Dec
2001
Reserves to be defined and other disputes with
contractors
Compensation for expropriation
Due from customers who failed to pay tolls
Surrender of one-fifth of employees’ salary
Bank guarantees provided by third parties on our behalf
Other
126,671
31 Dec
2000
Thousands
of euro
104,505
Changes
12,890
28,860
3,479
1,377
66
13,215
22,963
2,797
3,018
61
-325
+5,897
+682
-1,641
+5
Total
173,343
146,559
+26,784
+22,166
Concerning the reserves to be defined with contractors, it should be noted that almost all
of them relate to construction activities. Against these reserves, based on past experience
and on a conservative estimate, the Company will incur a cost ranging from 25 and 30
million euros, with variable recognition percentages, depending on the types of work
involved. The related recognised reserves are attributable to an increase in the cost of
tangible assets. As to the reserves related to maintenance works, the expected future cost
is covered by the provision for sundry pending disputes.
Compensation for expropriation is shown for the total amount for which the company is
being sued. Attention is drawn, moreover, to the fact that it is company policy to increase
the construction costs of the works for which expropriation was necessary by the amount
payable in case of adverse outcomes.
LEGAL COMPLIANCE
Law No. 72 of 19 March 1983
172
In accordance with Article 10 of Law No. 72 of 19 March 1983, below are the revaluations
made on non-current assets and their residual value over assets still on the company’s
balance sheet.
Freely
Industrial
Industrial and
Other
transferable
buildings
sales
tangible
assets (operating
(Owned
equipment
assets
motorways)
property)
Total
Revaluation under Law No. 576 of 2
December 1975
original value
274,398
131
604
187
275,320
balance at 31 December 2001
266,682
83
95
45
266,905
original value
917,581
1,504
3,091
1,059
923,235
896,452
1,504
691
353
899,000
original value
82,219
21,193
391
103,803
79,844
21,193
323
101,360
original value
1,274,198
22,828
4,086
1,246 1,302,358
1,242,978
22,780
1,109
398 1,267,265
March 1983
December 1991
Total Revaluations
(cost adjusted)
November 2000
(through a decrease of accumulated
depreciation)
original value
41,314
41,314
40,553
40,553
Total Revaluations
original value
1,315,512
22,828
4,086
1,246 1,343,672
1,283,531
22.780
1,109
398 1,307,818
173
Law No. 136 of 30 April 1999
The valuation of shareholdings in subsidiaries or associated companies pursuant to Article
2426 paragraph 1 no. 4 of the Italian Civil Code, as required by Article 19, paragraph 5,
first sentence, of the above captioned law, is shown in table No. 4 of the notes.
The information required by the same law, Article 19 paragraph 5, second sentence,
concerning infragroup transactions is discussed in the different sections of the notes and
in the section of the Management report dealing with “Relations with the Parent Company,
the Group enterprises and subsidiaries of Autostrade”, in accordance with Article 2428 of
the Italian Civil Code.
The Management report also provides information on the Group’s organisational structure.
174
PROFIT AND LOSS ACCOUNT
VALUE OF PRODUCTION
REVENUES FROM SALES AND SERVICES
Thousands of euro 1,996,319
(1,864,723)
These relate to revenues from “motorway operations” net of the toll increase payable to
the State in accordance with Laws No. 531 (Article 15) and No. 407 (Article 11).
Below is a breakdown and a comparison with the prior year:
- Gross toll revenues
- Tolls payable to the State
Net toll revenues
- Revenues from service areas
- Other revenues from operations:
Revenues from contract works
Sundry
Other revenues from motorway
operations
Revenues from sales and services
2001
2000
(Thousands of euro)
1,927,694 1,825,513
(83,158)
(80,046)
1,844,536 1,745,467
Amount
102,181
(3,112)
99,069
Changes
%
5.6
3.9
5.7
71,796
54,549
17,247
31.6
0
79,987
151,783
0
64,707
119,256
0
15,280
32,527
23.6
27.3
1,996,319 1,864,723
131,596
7.1
The increase of Euro 131,596 thousand is mainly due to an increase in toll collection (Euro
99,069 thousand) from increasing traffic flows: (3.6%, of which 2.7% are heavy goods
vehicles and 3.9% are light vehicles) and the 1.7% toll increase effective from 1 January
2001.
As laid down in the resolution of CIPE (Interdepartmental Committee for Economic
Planning) of 20 December 1996, data on monthly traffic volumes regarding the stretches
under concession are provided in the tables attached to the Profit and Loss Account and
the Balance Sheet.
The increase in other revenues from motorway operations is mainly due to those from
service areas as a result of an agreement entered by the Company with AGIP for the oneoff payment of the money on fuels in respect of previous years (Euro 11,362 thousand).
The increase in “sundry” is mainly due to revenues from telepass operation.
175
CHANGE IN CONTRACT WORK IN PROCESS
Thousands of euro 1,855 (2,259).
These include changes in contract works carried out on behalf of various clients (mainly
ANAS and public authorities) which were valued on the basis of the amount receivable, it
being basically equal to the costs incurred.
The positive value is mainly due to works performed during the year.
A breakdown is provided under Current Assets – Contract work in process.
CAPITALISATION OF INTERNAL CONSTRUCTION COSTS
Thousands of euro
24,750 (15,724).
This relates to the portion of operating costs (financial charges and personnel costs) and
the inventories used that were incurred to increase the value of the assets.
Below is a breakdown of these costs and the asset to which the capitalisation refers to:
2001
2000
(Thousands of euro)
Changes
Financial charges:
- Freely transferable assets
- Motorways under construction
Total
0
4,528
4,528
2,313
2,313
0
2,215
2,215
Technical personnel:
- Motorways under construction
Total
1,003
2,797
3,800
1,660
2,885
4,545
(657)
(88)
(745)
Inventories used
- Non transferable assets
- Other assets to be depreciated
Total
Grand total
16,422
0
0
16,422
24,750
8,866
7,556
0
0
7,556
9,026
8,866
15,724
The increase of Euro 9,026 thousand is mainly due to the greater use of electronic
components held in inventory for the construction of installations.
OTHER REVENUES AND INCOME
176
These relate to the following:
Revenue grants
This is the 2001 portion of the grant issued by the Special Commissioner for the Campania
region to offset lower toll revenues due to the transfer of the toll booths in Naples as well
as a grant from the European Social Fund.
Gains on disposal of assets
These mainly relate to the disposal of non transferable tangible assets.
Other income
A breakdown of other income is given below:
2001
2000
Thousands of
euro
6,802
6,518
- Refunds from interconnected
motorway companies
- Compensation for damages
- Repaid by personnel seconded
- Other refunds
- Income from sale of technology and
installations
- Rent income
- Income from services rendered on an
outsourcing basis
- Sundry income
Total
8,325
2,245
4,692
7,792
10,344
1,779
14,042
6,923
2,117
302
1,594
299
32,574
1,005
42,205
The decrease of Euro 9,631 thousand is mainly due to lower contract works on behalf of
third parties and repaid by them.
Transfers from other provisions
During 2001 no excessive provisions have been used.
PRODUCTION COSTS
COST
OF
RAW
MERCHANDISE
MATERIALS,
SUPPLIES,
CONSUMABLE
STORES
AND
177
This relates to costs incurred to purchase construction, electrical, electronic, mechanical,
paper and paper-like materials and products, as well as those for fuels, lubricants and
power supply.
- Construction materials
- Electric and electronic materials
- Lubricants and fuels
- Chemicals and chlorides
- Paper, stationery and similar materials
- Gas, electricity, etc.
- Other raw materials
Total
2001
2000
(Thousands of euro)
15,450
11,010
30,687
15,065
8,891
9,040
3,412
2,006
6,319
6,332
14,167
13,513
2,472
3,592
81,560
60,396
Changes
40.3
103.7
1.7
70.1
0.2
4.8
-31.2
35.0
The increase in electric and electronic materials is mainly due to the purchase of electronic
components intended to replenish the stocks used to build the installations.
COST OF SERVICES
These costs relate to building, insurance, transport and professional services. In particular,
most of these services are for motorway maintenance.
Total costs for 2001 decreased by Euro 2,915 thousand from 2000.
- Construction and similar costs
- Mechanical, electronic maintenance
works
- Rentals, transport and similar costs
- Professional costs: technical,
engineering costs
- Professional: legal, notary and
2001
2000
(Thousands of euro)
211,212
230,365
26,055
23,924
Changes
-8.3
8.9
12,282
23,014
11,858
22,852
3.6
0.7
22,277
13,231
68.4
178
administrative fees
- Telephone, post, telegraph
- Credit, insurance and similar costs
- Directors’ fees
- Statutory auditors’ fees
- Seconded personnel
- Sundry services
Total
7,714
8,915
4,328
226
2,007
41,687
359,717
7,808
6,618
1,752
219
2,371
41,634
362,632
-1.234.7
147.0
3.2
-15.4
0.1
-0.8
It should be noted that in the prior year, directors’ and statutory auditors’ fees were carried
with other expenses. For the sake of consistency, the amount of 2000 was restated.
LEASE AND RENT
This relates to the lease instalments paid for real estate properties (Euro 2,334 thousand),
hardware (Euro 1,159 thousand), license of software (Euro 2,413 thousand), for financial
lease and long-term rental of motor vehicles (Euro 1,864 thousand) and, for the remaining
amount – rent expense, condominium fees and rental of sundry machinery and equipment.
PERSONNEL COSTS
The decrease of Euro 7,631 thousand equal to 2.2% is due to the difference between the
lower average workforce and the greater average unit cost.
Since a portion of the overall personnel costs of Euro 3,800 thousand was capitalised
(Euro 4,545 thousand in the prior year), as already specified under capitalisation of
internal construction costs, the decrease in personnel costs net of the capitalised portion is
of 2.03%.
It should be noted that other personnel costs include insurance premiums and nonmandatory contributions in favour of employees.
Below is a breakdown of personnel costs:
salaries and wages
social security
staff termination pay
other personnel costs
2001
240,610
75,290
18,182
2,237
336,319
2000
244,131
78,872
18,612
2,335
343,950
Changes
-1.4
-4.5
-2.3
-4.2
-2.2
179
For the purposes of the provisions of Article 2427, item 15 of the Italian Civil Code, it must
be noted that the average number of employees for year 2001 as compared with 2000 by
category is broken down in the table below:
2001
Managers
White collar workers
Toll station workers
Blue collar workers
Total
105
2,377
3,361
996
6,839
2000
100
2,350
3,561
1,049
7,060
AMORTISATION, DEPRECIATION AND WRITE-DOWNS
Changes
5
27
-200
-53
-221
Thousands of euro
219,290 (212,244)
Amortisation of intangible assets
As already discussed under valuation methods, the amortisation for the year was
calculated over the estimated useful life of the assets.
The increase of Euro 760 thousand is broken down in the following table:
Amortisation
period
(years)
3
Patent rights and intellectual property
rights
Concessions, licenses, trademarks and
38
similar rights
Other charges:
Leasehold improvements
From 1 to 7
Software
3
Technical archive of works
5
Interconnection costs and charges
5
Electronic map archive
5
2001
2000
Changes
(Thousands of euro)
713
339
374
671
671
0
1,519
6,235
1,479
22
0
1,475
5,496
1,730
168
44
739
(251)
(146)
0
180
Other costs
Grand total
Depreciation of tangible assets
0
10,639
9,879
0
760
INDUSTRIAL DEPRECIATION – NON TRANSFERABLE ASSETS Thousands of euro
32,398 (29,464)
The different types of assets are discussed below.
INDUSTRIAL LAND AND BUILDINGS
These relate to the depreciation charges, at a rate of 4%, of Company property. They
increased slightly from the year 2000.
INDUSTRIAL AND SALES EQUIPMENT
The amount reflects the depreciation for the following types of tangible assets:
Rates
Year 2001
Year 2000
(Thousands of euro)
Machinery and equipment for motorway works
25%
2,860
3,113
a) Transport vehicles
20%
3,044
3,174
b) Cars
25%
1,935
1,993
Sundry and small tools
12%
796
842
Mechanic shops
10%
47
47
Light constructions
10%
58
66
8,740
9,235
Motor vehicles:
Total
OTHER TANGIBLE ASSETS
These mainly relate to the depreciation for the Telepass devices and office equipment,
more specifically:
Rates
Year 2001
Year 2000
(Thousands of euro)
Telepass devices
100%
16,813
13,717
Electronic and electro-mechanical office equipment
20%
4,044
3,843
181
Other office equipment and furniture
12%
Total
TRANSFERABLE ASSETS
879
941
21,736
18,501
INDUSTRIAL DEPRECIATION – TRANSFERABLE ASSETS
Thousands of euro
32,821 (31,393)
Depreciation was calculated only for assets whose estimated life is shorter than the
concession term, as indicated also under valuation methods. The rates applied, equal to
those applied the prior year, are indicated below and are reduced by one-half for assets
that entered into operations during the year:
Light constructions
Other works
Toll collection installations
Total
FINANCIAL DEPRECIATION
Rates
2001
(Thousands of euro)
10%
2,133
25%
12,332
20%
18,356
32,821
2000
2,491
11,984
16,918
31,393
The increase of Euro 614 thousand from the prior year is due to the increase in operating
Below is a breakdown by group of assets with a comparison with the prior year:
182
2001
2000
(Thousands of euro)
4,757
4,839
6,858
6,659
117,060
117,393
129,090
128,476
Land
Buildings
Other fixed constructions
Total
Changes
82
199
333
614
Write-down of current accounts receivable and cash and cash equivalents
These reflect the amount recorded to adjust the amount of trade accounts receivable to
the risk related to their recovery.
The amount shows an increase from the previous year due to both higher receivables and
to the fraudulent use of the service, which led to an increase in the number of unpaid tolls.
CHANGES IN INVENTORIES OF RAW MATERIALS, SUPPLIES, CONSUMABLE
STORES AND MERCHANDISE
Thousands of euro –5,184 (-522)
The change in inventories is mainly due to components of toll-collection installations.
OTHER PROVISIONS/REVERSAL
For costs of restoration or replacement of freely transferable assets
Thousands
of euro 131,975 (94,925)
As the overall magnitude of planned maintenance activities was unchanged from the end
of 2000, the increase for the year was due mainly to the provisions for the charges related
to the new works provided for by the agreement.
PROVISIONS FOR THE PERIOD
183
The provisions for the year were determined on the basis of repair and restoration
programmes of freely transferable assets, taking into account the use of the opening
amount for maintenance expenses, carried out in the manner illustrated under the next
item. This amount basically reflects:
adjustment to the provision for non-routine planned maintenance works, which
decreased by using the provision;
provisions for the charges valued at the end of 2001 related to the new works provided
for by the agreement.
REVERSAL OF PROVISION
This reflects the uses of the provision to cover maintenance services on transferable
assets received during the year.
Out of total maintenance costs in the amount of Euro 293,156 thousand, uses totalled
Euro 159,418 thousand for non-routine maintenance activities and Euro 133,738 thousand
for routine maintenance activities (these included Euro 25,361 thousand in costs related to
maintenance personnel). The use of this provision for routine maintenance activities is
intended to make this expense tax-deductible.
Tax and contract litigation
These relate to provisions for disputes with contractors and lawsuits for damages.
SUNDRY OPERATING COSTS
Losses on disposals of assets
184
These are losses arising from the normal process of asset replacement or elimination as
well as losses on accounts receivable posted during the year not covered by the relevant
allowance.
2001
2000
Changes
(Thousands of euro)
1,926
(725)
Losses on transferable assets
1,201
238
47
Losses on non transferable assets
285
Losses on accounts receivable
257
253
4
1,743
2,417
(674)
Concession fees Thousands of euro 20,064 (19,001)
These relate to Euro 18,445 thousand for the concession fee equal to 1% of the revenues
from tolls payable to the State in accordance with Law No. 537 of 24 December 1993,
while the remaining amount is due to the State for the use of radio delays.
The increase from the prior year is mainly due to a rise in revenues from tolls.
Other charges
- Indirect taxes and duties for the year
- Membership fees and donations
- Expenses repaid to third parties
- Compensation for damages and
penalties
- Sundry
Total
2001
2000
Changes
(Thousands of euro)
3,090
2,918
172
3,488
3,527
(39)
1,012
548
464
1,003
2,696
3,699
648
11,937
257
8,253
391
3,684
It should be noted that direct taxes and duties relate to stamp duties and registration fees,
government concession taxes, motor vehicle property taxes and other municipal taxes.
Compensation for damages relates to payments to third parties not covered by insurance
and settlements with contractors.
For the sake of completeness, it should be noted that the amount of directors’ and
statutory auditors’ fees for the year 2000 have been reclassified under cost of services.
185
FINANCIAL INCOME AND CHARGES
INCOME FROM SHARES
Thousands of euro -57,144 (-103,843)
This relates to the following:
Dividends from associated companies
These include the dividends collected during the year from Società Autostrade Meridionali
(Euro 1,066 thousand), from Autostrade Finance (Euro 5,994 thousand), from SAT SpA
(Euro 9,580 thousand) and Autostrade International (Euro 3,888 thousand).
Dividends from other companies
These relate to the dividends collected during the year from Emittente Titoli SpA.
Other income from shares
This includes tax credits on dividends collected during the year (Euro 8,551 thousand) and
gains on the disposal of shares (Euro 3,494 thousand) mainly arising from the sale of the
interests of ACESA to the subsidiary Autostrade Finance.
OTHER FINANCIAL INCOME
This relates to the following:
Non-current accounts receivable
OTHER INCOME
These relate to interest income from other interest-bearing non-current financial accounts
receivable (loans to employees, amount receivable from the State for the advance tax
payment on staff termination pay).
Non-current securities other than shares
These relate to interest accrued on bonds issued by Banca di Roma and purchased by the
Company in 1997.
Sundry income other than the above
186
INTEREST INCOME AND COMMISSION INCOME FROM SUBSIDIARIES
Thousands
of euro 1,476 (806)
These resulted from the transactions entered on an open-account basis with the following
companies:
2001
2000
Changes
(Thousands of euro)
0
3
(3)
Aut. Torino-Savona SpA
108
61
47
10
0
Soc. Aut. Tirrenica pA
10
Società Autostrade Meridionali
2
1
1
1
6
Società Traforo del Monte Bianco
7
8
10
(2)
55
(42)
Autostrade FINANCE SA
13
34
24
10
119
51
Pavimental SpA
170
90
82
8
46
31
R.a.v.
77
Sitech SpA
957
394
563
0
Infoblu SpA
0
Total
1,476
806
670
The increase is due to commission income from bank guarantees given to the subsidiary
Sitech SpA repaid during 2001.
OTHER INTEREST AND COMMISSION INCOME AND SUNDRY INCOME
Thousands
of euro 1,881 (1,161)
A breakdown of other interest and commission income and sundry income is given below:
- Interest income on bank accounts and
post office deposits
- Interest income on accounts
receivable from customers
- Interest income on other accounts
receivable
- Income from swap transactions
- Sundry income
- Income from foreign exchange
transactions
Total
2001
2000
Changes
(Thousands of euro)
62
874
936
594
415
179
167
163
4
0
60
124
10
404
107
(10)
(344)
17
1,881
1,161
720
The increase from the prior year is due to interest income on bank and postal accounts
related to the fixed-term guarantee deposit to finance the works covered by the State
grant.
187
188
INTEREST EXPENSE AND OTHER FINANCIAL CHARGES
93,805 (111,851)
Thousands of euro
Interest and commission expense to subsidiaries
This relates to financial charges accrued on short-term accounts payable to subsidiaries.
The amount increased by Euro 2,579 thousand due to greater amounts deposited in the
accounts of subsidiaries, especially toward R.A.V. SpA.
- Aut. Torino-Savona SpA
- Soc. Aut. Tirrenica pA
- Tangenziale di Napoli
- Traforo del Monte Bianco
- Società Autostrade Meridionali SpA
- Raccordo Aut.le Valle D'Aosta SpA
- Autostrade Finance SA
- Pavimental SpA
- SPEA - Ingegneria Europea SpA
- Aut. Telecomunicazioni SpA
- SITECH SpA
- Infoblu SpA
Total
2001
2000
Changes
(Thousands of euro)
239
196
43
973
664
309
563
265
298
42
407
449
334
211
123
392
1,006
1,398
344
83
261
0
0
0
0
0
0
0
0
0
48
19
67
69
69
44
44
4,480
1,901
2,579
Interest and commission expense to others and sundry charges
Thousands of
euro 89,325 (109,950)
INTEREST AND COMMISSION EXPENSE ON BONDED LOANS
18,969 (18,754)
A breakdown of this item is given below:
Thousands of euro
189
2001
2000
Changes
(Thousands of euro)
- Interest expense
17,974
17,762
212
- Amortised discounts
993
992
1
2
- Expenses and commission expense
2
Total
18,969
18,754
215
The increase of Euro 215 thousand is mainly due to a modest increase in the interest rates
applied to bonded loans.
INTEREST AND COMMISSION EXPENSE TO BANKS
(42,558)
2001
2000
Changes
(Thousands of euro)
a) medium and long-term accounts
payable
- Interest expense
21,766
22,198
(432)
125
32
93
1,078
(783)
295
Total
22,186
23,308
(1,122)
a) short-term accounts payable
- Interest expense
13,156
17,800
(4,644)
2,102
1,412
690
Total
15,258
19,212
(3,954)
c) expenses and commission expense
390
38
352
for sundry services
Grand total
37,834
42,558
(4,724)
The decrease of Euro 4,724 thousand is due to both lower charges resulting from a
decrease in the average debt exposure and the lower cost due to lower interest rates. It
should be noted that following the change introduced by Article 7 of law No. 323 of 1996
requiring that interest paid to stable foreign organisations of resident enterprises that are
not part of the lending enterprise (Conduit loans) be subject to a 12.5% withholding tax,
this charge was included under “expenses and commission expense” since the contracts
outstanding, based on current international practices, do not provide for recourse against
the payee.
190
INTEREST AND COMMISSION EXPENSE TO OTHER LENDERS
Thousands of euro
21,461 (32,381)
These relate to interest expense and related charges on two loans in euros granted by
COFIRI and loans provided by IRI and funded by the EIB. A breakdown of this item is
given below:
- Interest expense
Total
2001
2000
Changes
(Thousands of euro)
19,384
29,446
(10,062)
518
975
(457)
1,960
(401)
1,559
21,461
32,381
(10,920)
The decrease of Euro 10,920 thousand is due to the lower average debt exposure
following the repayment of some loans.
Expenses and commission expense include the costs related to Conduit transactions as
indicated above.
CHARGES FROM FOREIGN EXCHANGE TRANSACTIONS
Thousands of euro 52
(10,708)
These showed a strong decrease in 2001 as in 2000 it mainly included Euro 10,601
thousand of exchange differences arising from the repayment of a US dollar loan extended
to Autostrade SpA, for this company to purchase Autostrade Finance.
INTEREST, COMMISSION EXPENSE AND SUNDRY CHARGES
11,002 (5,442)
Thousands of euro
191
- Interest and commission expense on
amounts payable to suppliers
- Interest and commission expense on
other accounts payable
- Charges from swap transactions
- Sundry financial charges
Total
2001
2000
Changes
(Thousands of euro)
156
7,202
7,358
1,055
1,621
(566)
260
2,329
11,002
1,266
2,399
5,442
(1,006)
(70)
5,560
The increase of Euro 5,560 thousand is mainly due to the difference between the greater
amount of interest expense on accounts payable from suppliers following disputes with a
negative outcome and lower charges for swap transactions which, as with the prior year,
were entered into only for hedging purposes.
ACCRUAL TO THE PROVISION FOR POSSIBLE NON-RECOVERIES OF OVERDUE
INTEREST
This represents the provisions made with respect to interest on overdue amounts posted
under financial income for the year.
192
VALUE ADJUSTMENTS TO FINANCIAL ASSETS
Thousands of euro –121,658
(-87,781)
REVALUATIONS:
of shares
These relate to the revaluation of the shareholding in Compagnia Sviluppo Imprese Sociali
SpA.
WRITE-DOWNS:
of shares
Thousands of euro –121,659 (-90,629)
These relate to the write-downs carried out on the basis of the valuation methods
illustrated in the section of Non-Current Financial Assets and Current Assets.
The shareholdings concerned are:
Thousands of euro
Subsidiaries:
• Sitech SpA
• Infoblu SpA
Associated companies:
• Aut. Pedemontana Lombarda
Make up
Direct Adjustment TOTAL
of
s to
Losses write-down shareholde
rs’ equity
0
0
26,381
0
94,168 120,549
721
721
0
0
287
26,668
102
389
94,991 121,659
193
EXCEPTIONAL INCOME AND CHARGES
EXCEPTIONAL INCOME
Contingent and non-existent assets
These are mainly contingent assets related to exceptional increase in activities. In
particular, Euro 3,300 thousand relate to the IRPEG/ILOR tax refund for prior years, after
the Italian Supreme Court accepted a claim filed by the Company.
EXCEPTIONAL CHARGES
Contingent and non-existent liabilities
These mainly are non-existent liabilities related to a decrease in activities for reasons not
related to operations.
Prior years’ taxes
These relate to a greater amount of taxes paid in 2001 than the amounts set aside in the
prior year.
Other non-recurring expenses
These relate to the remaining costs incurred in 2000 in connection with the Company’s
privatisation.
Incentive bonus (employee reduction plan)
This relates to incentives to employees in order to boost the reduction of their number.
INCOME TAXES
The increase (Euro 28,426 thousand) from the prior year is mainly due to the increase in
the result before taxes.
They relate to the following:
a) Current taxes
These are determined on the basis of the prevailing tax rates, taking account, for the
purposes of determining the tax figure for the period, also of the following:
-
non deductible charges, mainly relating to:
a) write-down of the shareholding in Sitech for adjustments to the shareholders’ equity
(Thousands of euro 94,168);
194
b) amounts recorded to the provision for restoration and replacement of freely
transferable assets;
c) risks on accounts receivable from customers;
d) provisions for costs related to sundry pending disputes;
e) costs not pertaining to the year.
-
adjustments to reduce income included in the recovery of costs already taxed in
prior years and the use of provisions established in prior years with non-deductible
accruals.
In the year 2001, the company could not benefit from the facilities established by the
“Tremonti bis” law as the amount of investments in the second half of 2001 is lower
than the amount required.
b) Deferred taxes
Thousands of euro –93,851 (2,741)
The amount was determined applying the 35% tax rate as amended by the Financial Law
(IRPEG to 35% from 37%) on the overall amount of the taxable provisions.
In particular, the amount for the year is mainly due to the greater amount of taxes
calculated over the non-deductible charge of the provision for restoration and to the writedown of the investee company Sitech.
NET PROFIT FOR THE YEAR
The net profit for the year of Euro 395,125 thousand, net of adequate and conservative
accruals to amortisation, to the provision for sundry liabilities and charges, increased by
Euro 68,845 thousand from the prior year. According to a conservative estimate by the
directors, considering the depreciation taken this year, the charges related to freely
transferable assets are adequately covered with respect to the current amount of the
accumulated depreciation and the provision for costs of restoration.
195
PROPOSALS TO THE ORDINARY SHAREHOLDERS’ MEETING
Dear Shareholders,
in concluding this presentation we invite you:
- to discuss and approve the Board of Management report and the Financial Statements
at 31 December 2001 showing a net profit of Euro 395,124,983;
- to allocate Euro 19,756,250 from the net profit to the legal reserve;
- to allocate Euro 272,125,374 from the net profit to pay for each ordinary share with the
par value of Euro 0.52 a dividend of 44.23% of the par value of the shares, i.e. Euro
0.23 for each of the 1,183,153,800 cum-coupon shares;
- to allocate the residual Euro 103,243,359 to extraordinary reserve;
- to establish the date on which the dividend will be paid since 23 May 2002 onwards
with the surrender of coupon No. 18 since 20 May 2002 onwards.
We also inform you that with this Meeting, the term of office of the Board of Statutory
Auditors expires. Therefore, a new Board of Statutory Auditors must be appointed for the
2002-2004 three year period and fees for the new Board must be determined. In this
respect, we specify that pursuant to Article 31 of the Company by-laws, the Board of
Statutory Auditors consists of five Permanent Statutory Auditors and two Alternate
Statutory Auditors, who will be appointed as prescribed by the same Article 31, without
prejudice to the provisions of the agreement with ANAS. In this respect, the agreement
with ANAS provides that the Board of Statutory Auditors of Autostrade must include an
officer of ANAS. The appointment of the remaining members of the Board of Statutory
Auditors, including the Chairman, must be made applying the list-voting procedure, as laid
down by said Article 31 of the Company by-laws. Both the majority and minority qualified
shareholders have the right to designate two Permanent Statutory Auditors and one
Alternate Statutory Auditor. The office of Chairman of the Board of Statutory Auditors will
lie with the candidate heading the list that polls a majority of members’ votes.
The Board of Directors
196
BALANCE SHEET AND PROFIT AND LOSS ACCOUNT (AUTOSTRADE)
•
Balance Sheet at 31 December 2001 and 31 December 2000 in thousands of euro
•
Profit and Loss Account for the years 2001 and 2000 in thousands of euro
•
Balance Sheet at 31 December 2001 in euros
•
Profit and Loss Account for the year 2001 in euros
197
198
199
200
201
202
203
204
205
KILOMETRES
COVERED
Kilometres covered
by toll-paying traffic
using the
Company’s network
during 2001
Traffic figures prepared in application
206
with the CIPE Resolution of 20 December 1996
(Note)
The figures for kilometres covered by users of Autostrade SpA’s motorway network, as
reported in the section “Traffic” in the Board of Directors’ Report, include all traffic using
the network, comprising journeys which were concluded without payment of the relevant
toll. The figures relate to the time the motorway journey actually occurred. They therefore
include non-paying traffic, that is: traffic that is exempt under the rules of an agreement or
service vehicles (company vehicles, motorway patrol cars, ACI – Italian Automobile
Association – breakdown service, employees on their way to work); estimated figures for
journeys undertaken during periods when toll collection personnel were on strike; other
non-paying traffic (toll evasion, etc.).
The figures for “toll-paying” kilometres covered, as reported in the following tables, refer to
traffic subject to payment of the kilometric surcharge in compliance with Article 15 of Law
No. 531 of 1982, as amended by Law No. 407 of 1990. Therefore, in addition to omitting
non-paying traffic (due to strikes, etc.) the figures are affected by cases of concomitant toll
evasion, here reported at the time payment is actually made.
Totals may not correspond with the sum of the sub-totals due to rounding.
207
208
209
210
211
212
213
214
215
216
217
218
219
220
List of equity investments in
unlisted companies, representing in excess of 10% of the
share capital, at 31 December 2001
(pursuant to Article 126 of CONSOB resolution No. 11971 of 14 May 2000)
221
222
SUBSIDIARIES AND ASSOCIATED COMPANIES:
Key information (31 December 2001 and 31 December 2000)
Subsidiaries
•
•
•
Società Autostrada Tirrenica pA
•
Società Autostrade Meridionali pA
•
Società Italiana per Azioni per il Traforo del Monte Bianco
•
Raccordo Autostradale Valle d'Aosta SpA
•
•
Autostrade International US Holdings, Inc.
•
Autostrade Finance SA
•
Autostrade UK Limited
•
•
Pavimental SpA
•
•
Sitech SpA
•
Autostrade TLC Fixed SpA
•
Infoblu SpA
Associated companies
Autostrada Pedemontana Lombarda SpA
Saba Italia SpA
223
224
225
226
227
228
229
230
231
232
233
234
235
236
237
238
239
240
241
CONSOLIDATED FINANCIAL STATEMENTS
OF THE
AUTOSTRADE GROUP
2001
Notes to the Financial Statements,
Balance Sheet
and Profit and Loss Account
242
CONSOLIDATION AREA AND CRITERIA,
FINANCIAL STATEMENTS USED AND VALUATION METHODS
_________________________________________________________
Consolidation Area
In addition to the parent company Autostrade Concessioni e Costruzioni Autostrade
SpA, directly or indirectly owned subsidiaries, as provided for by Article 2359,
paragraph 1, item 1 of the Italian Civil Code, are included in the consolidation area.
The consolidation area changed from 31 December 2001 as indirectly owned
subsidiary Autostrade UK ceased its operations and is no longer included, whereas
the directly owned company Infoblu SpA is included in the consolidation area.
1) Directly owned subsidiaries
- Autostrada Torino-Savona SpA: concessionaire of the motorway linking Turin in the
region of Piemonte and Savona in the region of Liguria covering a distance of Kms
130.9. (Autostrade’s shareholding: 99.98%).
- Autostrade Meridionali SpA: concessionaire of the Naples – Pompeii – Salerno
motorway (Autostrade’s Shareholding: 58.98%) covering a distance of Kms 51.6.
- Tangenziale di Napoli SpA: concessionaire of the 20.2-km beltway skirting Naples
(Autostrade’s Shareholding: 100%).
- Società Autostrada Tirrenica pA: concessionaire of the 238-km motorway link
between Leghorn and Civitavecchia; open to vehicles for 36.6 Kms (Autostrade’s
shareholding: 93.24%)
- Società Italiana per Azioni per il Traforo del Monte Bianco: concessionaire of the
5.8-km Italian stretch of the Mont Blanc tunnel (Autostrade’s shareholding: 51%)
- Autostrade International SpA: this company bids for contracts to build and operate,
as concessionaire, toll roads, both as a service provider and as an operator and
investor (Autostrade’s shareholding: 90%, Autostrade Finance’s shareholding:
10%).
- Pavimental SpA: the company’s main business is the performance of maintenance
works on the motorway network (Autostrade’s shareholding: 71.67%).
243
- Spea - Ingegneria Europea SpA: the company’s main business is the performance
of engineering, planning, work supervision and supervision activities for the group’s
motorway system (Autostrade’s shareholding: 100%).
- Autostrade Finance SA: the company’s business is to allow group companies to tap
international financial markets (Autostrade’s shareholding: 99.97%, Autostrade
International’s shareholding: 0.03%).
- Autostrade Telecomunicazioni SpA: the company’s business is the management of
systems, installations, equipment and infrastructure in the IT, data transmission
and telecommunications sectors (Autostrade’s shareholding: 100%).
- Sitech SpA: the company’s business is the purchase and operation of systems to
render services in the IT, data transmission and telecommunications sectors, and
payment systems. Moreover, the company owns 32% of BLU SpA, fourth mobile
operator in Italy (Autostrade’s shareholding: 79.40%).
-
Infoblu SpA: the company’s business is the offer of info-media-mobility
services (Autostrade’s shareholding: 100%).
2) Indirectly owned subsidiaries
-
Raccordo Autostradale Valle d'Aosta SpA: concessionaire of the 31.6-km
motorway link between Aosta and Mont Blanc tunnel (directly owned of
subsidiary Traforo del Monte Bianco: 58% of ordinary shares), open to vehicles
for Kms 20.
-
Autostrade International US Holdings Inc.: during the year the company’s parent
company was no longer Autostrade International (100%) but Autostrade Finance
(100%); it has a 100% interest in Autostrade International of VA O&M Inc.
The following subsidiaries have not been included in the consolidation due to their
irrelevance, as prescribed by Article 28 of Legislative Decree No. 127 of 1991:
a) Pavimental Est (100% directly owned by Pavimental);
b) Consorzio Spea-Tecnic (97% directly owned by Spea);
c) Autostrade Tlc Fixed SpA (99% directly owned by Autostrade and 1% indirectly
owned by Autostrade Telecomunicazioni);
d) Autostrade UK Ltd (100% directly owned by Autostrade Finance SA).
244
The table containing a list of direct and indirect shareholdings at 31 December 2001
also states the type of shareholding (directly or indirectly held), if it is included in the
consolidation and, if not, the value at which they are carried in the consolidated
financial statements.
245
Financial Statements used and consolidation criteria
The financial statements used to prepare the consolidated financial statements are
those for the year ended 31 December 2001, audited, and approved by the board of
directors of each individual consolidated company.
The financial statements used for Sitech are those at 28 December 2001, approved
by the Board of Directors and submitted to the shareholders’ meeting for the
resolutions under Article 2446 of the Italian Civil Code.
The financial statements of foreign companies have been restated as provided for by
the Italian Civil Code. This did not affect the result of operations for the year.
The structure and the contents of the balance sheet and the profit and loss account
are those envisaged in Legislative Decree No. 127 of 1991 and transposed into the
Italian Civil Code.
As in the past, the financial statements were consolidated in accordance with the
following criteria and methods:
a) according to the global integration method, assets, liabilities, costs and revenues
of each single company are taken up in full, regardless of the ownership
percentage;
b) eliminating all balances arising from intra-group transactions;
c) eliminating the book value of the shareholdings in consolidated enterprises
against the net equity attributable to the companies. Any negative differences
arising on consolidation (net equity greater than the shareholding) are carried as
shareholders’ equity under Parent Company’s reserves; any positive differences
(shareholding greater than net equity) are carried, if conditions are met, as assets
under “Consolidation difference” and are amortised over five years as provided for
by Article 2426, item 6 of the Italian Civil Code;
d) showing in the shareholders’ equity and in the profit and loss account the portion
of share capital, reserves and net profit/loss for the year attributable to minority
interest;
e) for foreign companies preparing their financial statements in foreign currencies, all
assets and liabilities are translated at the exchange rate applying on 31 December
2001, whereas the profit and loss accounts are translated at the average
exchange rate for the year 2001. The resulting balance is included in the reserves
under shareholders’ equity.
246
The exchange rates applied to translate financial statements denominated in foreign
currency were provided by the Italian Foreign Exchange Office (average) and the
Bank of Italy (end of period).
Average
Exchange rate
Average
Exchange rate
exchange rate
at 31 December
exchange rate
at 31
2001
2001
2000
December
2000
U$/Euro
1.1175
1.1347
1.0859
1.0747
GBP/Euro
1.6085
1.6434
1.6415
1.6023
247
Accounting principles
The accounting principles adopted to prepare the consolidated financial statements
are consistent with those adopted to prepare the financial statements of the parent
company Autostrade SpA. A few exceptions, not affecting the consolidated financial
statements, are noted in the description of individual items.
The structure and content of the balance sheet and the profit and loss account
adopted are in accordance with the provisions of Articles 2423 ter, 2424, 2424 bis,
2425, 2425 bis of the Italian Civil Code and are consistent with those adopted to
prepare the consolidated financial statements for the year 2000.
The methods applied in the valuation of individual items, in value adjustments and in
the translation of amounts originally denominated in a currency which is no longer
legal tender are in line with those prescribed by the Italian Civil Code under Article
2423 bis (basis of preparation of financial statements) and Article 2426 of the Italian
Civil Code (valuation methods). For the valuation methods not provided for by Article
2426, reference was made to national and international accounting standards, if
recommended by CONSOB.
During the year there were no exceptional circumstances requiring the application of
the derogations under Article 2423, paragraph 4 of the Italian Civil Code.
The valuation methods indicated below are consistent with those adopted to prepare
the consolidated financial statements for the year 2000.
Intangible assets
Concessions, licenses, trademarks and similar rights include the costs incurred by
Tangenziale di Napoli to extend the ANAS concession. The amount entered, equal
to the accounts receivable from ANAS for grants accrued but not collected, is
deemed to be sufficient in view of the financial plan attached to the new agreement,
including the aforementioned costs, providing for an adequate return over the period
of the concession as extended.
These costs are amortised on a straight-line basis over the new term of the
concession.
Other intangible assets are stated at purchase or production cost as determined in
accordance with Article 2426, No. 1 of the Italian Civil Code. They are amortised
248
over their estimated useful life. This may vary from 3 to 10 years, depending on the
type of cost. This limit is exceeded for concessions and licenses whose costs are
amortised over the term of such concessions and licenses.
Formation, start-up and similar costs and Research, development and advertising
costs benefiting several years are carried as assets with the consent of the Boards of
Statutory Auditors of each individual company and are amortised over a period not
longer than five years.
Tangible assets
Tangible assets are stated at purchase or production cost as determined in
accordance with Article 2426, No. 1 of the Italian Civil Code. They include monetary
revaluations made in accordance with specific laws.
The cost, determined as stated above, of the tangible assets whose use is limited in
time is depreciated every year over the residual estimated useful life of the assets.
Assets under construction also include financial charges and costs which can be
capitalised during performance of projects in accordance with the civil and tax laws
and in conformity with the principles issued by the Italian Accounting Profession
(CNDC&R No. 16) and with international accounting standards (IAS 23).
The grants received from the grantor and other State bodies under the law for
investments on freely transferable assets are recorded against tangible assets
reducing financial or industrial depreciation.
Each freely transferable asset is depreciated over its estimated useful life (for the
concessionaire), which may last either:
a) until the end of the concession term, provided that there is no need to replace it
before;
b) until such time as it is replaced, if the relevant date occurs prior to the concession
term.
In the former case, the proper depreciation method is the financial one, whereby the
freely transferable asset is expensed over the term of the concession on a straightline basis. In the latter case, the industrial method is adopted, whereby such assets
are depreciated on the basis of their actual wear and tear.
Assets with a useful life shorter than the term of the concession (light constructions,
toll booths and other works) are depreciated by the Parent Company with the
industrial method, while assets with a useful life longer than the term of the
249
concession are depreciated with the financial method (land, buildings, fixed
constructions, though the procedure may also involve light constructions, toll booths
and other works when their expected useful lives exceed the concession term).
Società Italiana per azioni per il Traforo del Monte Bianco adopted only the industrial
method, while the other concessionaire companies used only the financial method,
taking into account, however, what is reported below with respect to the provisions
for the restoration or replacement of freely transferable assets.
Financial depreciation is calculated on a straight-line basis, with the exception of
Società Autostrada Tirrenica and Tangenziale di Napoli, whose depreciation charges
vary on the basis of their financial plans. Raccordo Autostradale Valle d'Aosta, in
accordance with the current financial plan, will start calculating financial depreciation
at the time the whole section under concession commences operations, and will
continue throughout the 30-year concession term.
The inconsistency between the depreciation methods adopted by the subsidiaries
and those applied by the Parent Company for freely transferable assets is not
significant. Accordingly, no adjustments were made.
With reference to freely transferable assets, taking into account the tax rules
governing concessions, financial and industrial depreciation and the provision for
costs of restoration or replacement, taken as a whole, are considered adequate to
cover the following charges:
- free transfer to the State, at the end of the concession term, of the freely
transferable assets with a useful life longer than the concession term;
- replacement of the freely transferable assets with a useful life shorter than the
unexpired portion of the concession term;
- restoration or replacement of the components of freely transferable assets due to
wear and tear;
Concerning the Parent Company Autostrade SpA, in particular, it should be noted
that the above provisions make up also for the lack of a return on the works provided
for by the financial plan attached to the agreement entered into with ANAS on 4
August 1997. Given an extension of the concession, the Company undertook to
complete new works (for 1996, Lire 6,400 billion, i.e.: some Euro 3,305 million)
whose economic exploitation for the period in which these assets are expected to
operate will not, based on available estimates, allow the investment to be recovered.
250
Since the loss resulting from the economic exploitation of such investments cannot
be ascertained, it was deemed appropriate to depreciate these assets on a straightline basis over the 42-year concession term, starting FY 1997, when the new
agreement was signed and the new investments identified. The provisions made
until 31 December 2001 and throughout the period when the new works are carried
out will be utilised to make adjustments to the financial depreciation charges related
to them, starting in the year when these roads are completed and open to the public
and until the end of the concession. In addition, the above mentioned annual
depreciation charges are complemented by charges taking into account greater
costs in respect of the above said commitments.
As to maintenance costs, they were charged off in the profit and loss account for the
sake of clarity, even though provisions are made for the restoration and replacement
of freely transferable assets. The profit and loss account has a specific item covering
such provisions/uses. Uses also cover routine maintenance expenses incurred by
each company for tax deductibility purposes.
Non transferable assets held by the motorway concessionaire companies as well as
the tangible assets of the other consolidated companies were depreciated applying
the rates approved by the tax authorities. Such depreciation rates were reduced by
one-half for improvements carried out during the period, as they are deemed
consistent with the wear and tear and obsolescence of such assets. The only
exception is the devices provided to motorists to use the Telepass system which,
given their low cost per unit, are fully depreciated during the financial year in which
they are distributed.
Shares
Shareholdings in unconsolidated subsidiaries, in associated companies and other
companies recorded as non-current financial assets are stated using the equity
method, while insignificant shareholdings are stated at cost.
It should be noted that cases of negative shareholders’ equity are dealt with by
establishing a provision for exceeding the write-down of shares, carried with the
provision for liabilities and charges.
Securities
251
These are stated at purchase cost as adjusted for any permanent impairment due to
changes in market prices.
Inventories
-“Raw materials, supplies and consumable stores". These are valued at purchase
cost. Should the amount be higher than that determined by the market, the
necessary adjustments will be made. The difference in the valuation methods
(FIFO, weighted average cost) adopted by the consolidated companies did not
result in any significant effect.
-"Contract work in process" carried out by the Parent Company on behalf of ANAS
and local authorities are valued at cost, which is essentially equal to the relevant
amount receivable.
This also includes works carried out on behalf of other
companies and valued on the basis of the percentage-of-completion method.
Shares
The shareholdings in subsidiaries and associated companies recorded as current
financial assets, if relating to companies undergoing winding-up procedures, are
valued at their estimated realisable value. Other shareholdings are valued at cost or
their realisable value as adjusted for permanent impairment.
Fixed-income securities and similar securities
Fixed-income securities are valued at the lower of purchase cost and the average
price for the month of December as reported on the stock exchange or by primary
standing banking institutions.
Accounts receivable
These are recorded as non-current financial assets or current financial assets. They
are stated at their nominal value and adjusted, if necessary, to reflect their lower
realisable value. The amount receivable from ANAS carried with non-current
financial assets is stated at the amount of the remaining balance.
Deferred tax assets are included in current assets on the basis of the principles
stated under the section “Deferred tax assets and liabilities”.
Provisions for liabilities and charges
252
- The provision for deferred and other taxes mainly relates to deferred taxes and is
determined on the basis of the principles stated under the section “Deferred tax
assets and liabilities”.
- Concerning the provision for costs of restoration or replacement of freely
transferable assets, reference is made to the section above dealing with valuation
methods of tangible assets.
- The provision for sundry pending disputes, established by the Parent Company to
cover possible charges arising from litigation with personnel, contractors and for
latent charges in respect of tax assessments, as well as provisions made by Spea
and SAM mainly to cover pending disputes and contractual risks.
- The “provision for exceeding write-down of shares”: comments on this item are
provided under “shares”.
Staff termination pay
The provision is calculated in accordance with Article 2120 of the Italian Civil Code
and is consistent with the termination payment rights vested at year-end, net of any
advance and substitute tax on revaluation.
Accounts payable
Accounts payable are stated at face value. They also include income taxes payable
to the State as determined in accordance with the laws in force.
Accrued liabilities and deferred income
“Bond discounts and similar charges on loans” relate to discounts and other
expenses incurred to issue bonds, which are amortised over the term of the loan
they refer to.
“Accrued liabilities and deferred income” are recognised on the accrual method of
accounting.
Deferred tax assets and liabilities
Deferred tax liabilities carried with the provision for deferred and other taxes relate to
taxes accrued during the year and payable in future years. These do not include
253
taxes arising from the distribution of Shareholders’ equity reserves under a tax
suspension regime, as no such action is expected to occur.
Deferred tax assets, carried with other accounts receivable, relate to taxes pertaining
to future years but payable in the year and in prior years whose recovery is
foreseeable on a reasonably certain basis.
Revenues and Costs
These are determined on the accrual method of accounting.
It should be noted that, due to the interconnection of the road system and the
necessary allocation among the different concessionaires, a portion of the tolls
collected during the latter part of the year is based on reasonable estimates.
Income and losses from swap transactions, entered into only for hedging purposes,
were charged off or released in the profit and loss account together with the charges
for the relevant transactions, on the accrual method of accounting.
Revenues from works are recognised on the basis of the amounts invoiced or to be
invoiced to contractors on a percentage-of-completion basis.
Foreign currency transactions and items
A. EMU currencies
The translation of amounts denominated in EMU currencies into euros was
made applying fixed translation rates.
B. Other currencies
Accounts receivable and payable denominated in non-EMU foreign currencies
are valued at the exchange rate in effect at year-end, in accordance with
Accounting Principle No. 26 issued by the Italian Accounting Profession.
The financial accounts receivable of Autostrade Finance from financing
institutions which extended back-to-back loans to the parent company Autostrade
have been eliminated. This entry was offset by a reduction in medium and longterm accounts payable and removing from the profit and loss account the
relevant financial income and charges.
Memorandum accounts
254
Concerning guarantees given and commitments, it should be noted that:
- guarantees reflect the unpaid balance of the loan or other obligations;
- purchase or sale commitments are determined on the basis of any residual
obligation to perform under open contracts;
- claims by contractors are recorded on the basis of their requests. The valuation of
the potential risk for the company reflects a much lower amount, as described in
the corresponding section of the notes.
The following notes to the balance sheet and the profit and loss account were
prepared in accordance with the provisions of Article 30 of Legislative Decree No.
127 of 9 April 1991.
255
256
BALANCE SHEET INFORMATION
(parentheses include amounts at 31 December 2000)
Balance sheet - Assets
SUBSCRIBED CAPITAL UNPAID
During 2001, due to the call for subscribed capital by Sitech SpA the amount due to
the amount receivable of Sitech from minority interest was paid (with the exception of
some minority shareholders).
NON-CURRENT ASSETS
Intangible assets
Below is a breakdown of intangible assets:
Thousands of euro
Formation, start-up and
31 Dec 2001
31 Dec 2000
Changes
962
15
947
467
1,331
(864)
1,756
1,940
(184)
109,664
112,697
(3,033)
12,161
4,395
7,766
16,945
20,040
(3,095)
141,955
140,418
1,537
similar costs
Research, development
and advertising costs
Industrial patent rights and
intellectual property rights
Concessions, licenses and
trademarks
Assets under development
and payments on account
Other intangible assets
The overall increase of Euro 1,537 thousand relates to the combined result of new
investments (Euro 18,443 thousand) and amortisation for the year (Euro 15,249
thousand) made in accordance with the aforesaid accounting principles. Investments
mainly relate to formation, start-up and similar costs, industrial patent rights and
257
intellectual property rights, software, leasehold improvements, assets under
development and payments on account.
Concerning individual items, it should be noted that:
a) formation, start-up and similar costs (Euro 962 thousand) include the
unamortised balance
of the costs incurred by Group companies for capital
increases carried as assets with the consent of the Board of Statutory Auditors of
each company. The increase for the period is mainly due to the charges
connected with the increase in the share capital of Autostrade Finance;
b) research and development costs (Euro 467 thousand) mainly relate to projects
for new automated toll collection systems;
c) industrial patent rights and intellectual property rights (Euro 1,756 thousand)
relate to costs incurred to purchase software applications;
d) concessions, licenses and trademarks (Euro 109,664 thousand) include Euro
84,710 thousand for costs incurred by Tangenziale di Napoli, net of amortisation
charges, to extend the concession term (2037). The inclusion of this amount
under intangible assets is based on the assumption that the financial plan of
Tangenziale di Napoli attached to the agreement, which provides for the
amortisation of the above cost throughout the term of the concession, will result
in an adequate return. Concessions, licenses and trademarks also include Euro
24,842 thousand for costs to be amortised for the purchase from Telecom SpA of
the license to use, for commercial purposes, the optical fibre network laid down
along the road system;
e) assets under development and payments on account (Euro 12,161 thousand)
mainly include costs incurred by Società Autostrade Meridionali to project roads
which have not entered operations yet, costs incurred by Società Traforo del
Monte Bianco for investments relating to the new tunnel security computer
system as well as costs incurred by Infoblu to build and customise programmes
associated with the implementation of a B2B portal.
“Other intangible assets” mainly include:
•
costs incurred for software programmes (Euro 6,015 thousand);
•
costs for leasehold improvements (Euro 7,449 thousand);
•
costs for the technical archives of infrastructures (bridges, viaducts, tunnels, etc.)
being freely transferable assets (Euro 2,307 thousand);
258
•
costs for improvements to work sites (Euro 692 thousand);
•
costs and expenses for the interconnection with other concessionaire companies
(Euro 355 thousand).
A breakdown of the changes in the individual items is provided in Appendix 1.
261
262
Tangible assets
Figures are in thousands
of euros
Operating tangible
Transferable
Non transferable
Total at 31 Dec
Total at 31
assets
assets
2001
Dec 2000
10,718,350
392,534
11,110,884
10,814,585
(1,288,109)
(1,197,573)
(780,581)
(725,670)
(4,491,248)
(4,350,584)
assets
Grants on freely
(1,288,109)
transferable assets
Industrial accumulated
(508,063)
(272,518)
depreciation
Financial accumulated
(4,491,248)
depreciation
Assets under
4,430,930
120,016
4,550,946
4,540,758
715,356
12,162
727,518
669,578
(126,753)
(104,274)
construction and
payments on account
Grants on assets under
(126,753)
construction
588,603
12,162
600,765
565,304
5,019,533
132,178
5,151,711
5,106,062
The increase of Euro 45,649 thousand is mainly due to the net effect of:
-
investments in motorway works and other tangible assets for Euro 396,720
thousand;
-
industrial depreciation (Euro 77,845 thousand) and financial depreciation (Euro
141,758 thousand);
-
grants to Autostrade, Torino-Savona, SAM, Traforo del Monte Bianco and Rav for
a total amount of Euro 113,015 thousand. Of these, Euro 2,815 thousand relate
to operating assets and Euro 110,200 thousand to assets under construction.
The total amount of tangible assets includes Euro 1,355,848 thousand arising from
the residual amount of the revaluations made in accordance with Laws No. 823 of
263
1973, No. 576 of 1975, No. 72 of 1983, No. 408 of 1990, No. 413 of 1991.
Moreover, accumulated industrial depreciation for the prior year was written down by
Euro 41,314 thousand for the revaluation envisaged under Law No. 342 of 2000.
Appendix 2 shows a breakdown of each individual tangible asset.
Below is a breakdown of investments in tangible assets made by each company in
2001 and 2000:
2001
2000
thousands of euro
- Autostrade SpA
165,081
205,982
2,901
806
- Autostrada Torino – Savona SpA
44,256
70,010
- Società Autostrada Tirrenica pA
1,186
1,116
- Società Autostrade Meridionali pA
29,274
26,777
- Soc. It. Per Az. Per il Traforo Monte Bianco
97,768
18,471
- Raccordo Autostradale Valle d’Aosta SpA
33,159
51,052
0
1
17,746
14,052
4,043
4,727
- Spea – Ingegneria Europea SpA
365
565
- Infoblu SpA
941
2
396,720
393,561
- Tangenziale di Napoli SpA
- Autostrade Telecomunicazioni SpA
- Pavimental SpA
The investments of the Group remain basically unchanged from prior year. The
increase mainly due to works carried out by Traforo del Monte Bianco to repair the
tunnel is balanced by lower investments made by Autostrade, RAV and Autostrada
Torino-Savona.
264
265
266
Non-current financial assets
Non-current financial assets include:
SHARES
Thousands of euro 175,694 (143,623):
a) "unconsolidated subsidiaries" for Euro 3,232 thousand. These include the shares
held in Autostrade Tlc Fixed SpA, Autostrade UK, the majority stakeholding of
consortium Spea Tecnic and the interest held in Pavimental Est, which was
completely written down;
b) "associated companies" for Euro 16,934 thousand. These mainly relate to 40% of
Saba Italia SpA (Euro 10,965 thousand) and 50% of Pedemontana Lombarda
SpA (Euro 4,898 thousand). The decrease (Euro 125,197 thousand) mainly
relates to the difference between: a) share capital increases (Blu – Euro 115.7
million, and Pedemontana Lombarda – Euro 3.9 million), b) the write-down of the
interest held in Blu SpA (Euro 150.4 million) and c) the reclassification of the net
value of the interest held in Blu SpA (Euro 106 million) with assets in “Working
capital”. This reclassification is the result of the ongoing sale of the associated
company, already commented on in the management report;
c) "other companies" for Euro 155,528 thousand, reflecting a change of Euro
154,267 thousand mainly due to the purchase of an interest of:
•
4.94% in ACESA by Autostrade Finance. The share, equal to Euro
146,181 million is shown net of the adjustment to the infra-group gain (Euro
3,462 million) on the sale of the equity interest by Autostrade to Autostrade
Finance;
•
4.59% in Società del Traforo del Frejus for Euro 7,691 thousand by
Autostrade.
Other companies also include some minor interests held by the Parent Company.
It should be noted that cases of negative shareholders’ equity of some investee
companies are dealt with by establishing a provision for exceeding the write-down of
shares, carried with the provision for liabilities and charges. Below is a breakdown of
this provision.
267
Provision for exceeding write-down of
shares
Unconsolidated subsidiaries
Pavimental Est
Thousands of
euro
575
Other companies
Consorzio RFCC
3,116
Total provision
3,691
Appendix 3 provides changes in shares held.
268
269
ACCOUNTS RECEIVABLE
Thousands of euro 21,807 (58,141):
a) "associated companies”: these decreased (Euro 13,199 thousand) following the
transfer of the loans extended by Autostrade Finance to MEL from non-current
assets to current assets. The transfer was made because these accounts
receivable will be due in a short time;
b) "Other companies: grants and subsidies from the government and other public
entities" amount to Euro 71 thousand for amounts receivable from ANAS;
c) “Others: sundry” amount to Euro 21,736 thousand mainly for amounts receivable
from the Tax Office for the advance payment on staff termination pay (Euro
15,771 thousand).
The decrease is due to the decline in loans to personnel of the parent company
and in the financial accounts receivable of Autostrade Finance.
OTHER SECURITIES
These relate to bonds held by Autostrade.
270
CURRENT ASSETS
Inventories
Thousands of euro 1,132,266 (928,029)
These mainly include contract work in process for works carried out on behalf of
sundry public entities and companies (Euro 97,399 thousand) and stock and spare
parts used for the maintenance or assembling of installations (Euro 36,401
thousand).
The increase of Euro 3,939 thousand from 31 December 2000 is mainly due to the
increase in stock for a total of Euro 3,736 thousand.
They mainly include the following amounts receivable:
a) “Customers” (Euro 400,871 thousand). The increase of Euro 40,236 thousand is
due to:
•
the change in amounts receivable from motorists, mainly due to open-account
transactions of the parent company for a greater use of the “Viacard” and
“Telepass” toll-payment systems and from the increase in both tolls and traffic
figures for the year;
•
the
change
in
accounts
receivable
from
customers
of
Autostrade
Telecomunicazioni as a result of the increase in turnover;
b) "Unconsolidated subsidiaries" (Euro 1,327 thousand). These mainly relate to
financial and trade accounts payable to the investee company Pavimental Est;
c) "Associated companies" (Euro 9,152 thousand). These relate to financial and
trade accounts payable. The decrease of Euro 3,578 thousand is mainly due to a
decline in the accounts payable by Autostrade and Pavimental to their
subsidiaries;
d) Other accounts receivable mainly relate to:
•
deferred tax assets for taxed provisions for an amount of Euro 170,099
thousand from Euro 68,803 thousand at 31 December 2000;
•
repurchase agreements and other financial transactions for Euro 24,475
thousand from Euro 69,001 thousand at 31 December 2000;
271
•
motorists to recover damages to motorway property (Euro 19,121 thousand);
•
interconnected companies (Euro 2,879 thousand).
The increase of Euro 32,518 thousand in “other accounts receivable” is mainly
due to the combined result of: a) the increase in deferred tax assets (Euro
101,296 thousand) for greater taxed provisions for the year; b) the decrease
in repurchase agreements of RAV and Traforo del Monte Bianco (Euro 44,526
thousand) due to a greater amount paid for investments; c) the decrease in
negative exchange rate differences on the IRI-EIB loan instalments of the
Parent Company secured by a State guarantee, recorded at 31 December
2000 and repaid by IRI in January 2001.
.
272
These include:
It relates to the interest held in Blu SpA transferred from non-current financial assets
as described in the relevant section. The interest is still valued at cost adjusted for
any permanent impairment. The adjustment to the corresponding portion of net
equity is consistent with the methods adopted so far and seems to be a reasonable
estimate of the expected realisable value of the interest itself. Given the adjusted
cost of permanent impairment, the changes in shares during 2001 are commented
on in the section “Non-current financial assets”. The amount of the prior year relates
to the interest held in Telon SpA in liquidation, of which Autostrade held a 27%
interest, that was eliminated during 2001.
OTHER SECURITIES AND SHARES
“Other securities” amount to Euro 62,108 thousand (Euro 114,030 thousand at 31
December 2000). They mainly relate to bonds and parts of monetary and income
bond mutual funds held by RAV as a temporary investment of liquid assets in order
to increase the profitability of cash and cash equivalents held, waiting to use them to
meet the financing required for the investments programmes under way.
The decrease is due to the sale of securities to raise the cash needed for the
investment outlays.
Cash and cash equivalents
These increased by Euro 83,651 thousand and mainly include:
•
temporary bank deposits to be used;
•
tolls currently being counted which were collected during the last days of
December and for which banks were crediting the relevant payments.
•
to fixed-term deposits of the Parent Company for a total of Euro 93,306 million
connected with the extension by Sanpaolo-IMI/Crediop of the loan raised to
receive the grant under Law No. 662 of 23 December 1996 in connection with the
273
redemption of the loans for the construction of the new Aglio/Canova stretch on
the Florence-Bologna motorway. The grant will be used on a percentage-ofcompletion basis.
274
ACCRUED INCOME AND PREPAID EXPENSES
(26,890)
These include:
a) "Bond discounts and similar charges on loans” (Euro 1,631 thousand), which
decreased by Euro 1,339 thousand due to amortisation and depreciation charges
for the year 2001;
b) “Accrued income and other prepaid expenses” (Euro 12,316 thousand), of which
Euro 2,081 thousand relate to accrued income, mainly of a financial nature, and
Euro 10,235 thousand relate to prepaid expenses. Accrued income mainly relates
to interest income of RAV.
Prepaid expenses mainly relate to costs incurred by the Parent Company to use
optical fibre cables installed on third party’s motorway networks and attributable to
future years.
The decrease of Euro 12,943 thousand is due to the recovery of the non-current
accounts receivable of Autostrade Finance and of the current securities of Rav which
generated a lower amount of interest income on accounts receivable.
275
276
Balance Sheet – Liabilities and equity
SHAREHOLDERS’ EQUITY
The increase in shareholders’ equity from 31 December 2000 is due to the results for
the year and the dividends paid.
A breakdown of the shareholders’ equity, including minority interests, is provided
below:
(thousands of euro)
Share capital
Reserves
Net profit/(loss) for the period
Parent Company
Minority interest
Total
615,240
1,389,842
450,923
615,240
1,840,765
415,701
(26,698)
389,003
2,420,783
424,225
2,845,008
The tables providing details of the shareholders’ equity attached at the end of these
notes indicate, for the shareholders’ equity attributable to the Parent Company, both
changes and a breakdown of shareholders’ equity.
277
PROVISIONS FOR LIABILITIES AND CHARGES
(825,935)
Below is a breakdown of the provisions for liabilities and charges:
(thousands of euro)
31 Dec 2001 31 Dec 2000
Taxes
3,468
2,280
915,018
1,309
3,691
45,319
129
968,934
776,860
1,309
2,865
39,681
2,940
825,935
Changes
1,188
Other provisions:
Restoration or replacement of freely transferable
Unpaid tolls
Exceeding write-down of shares
Sundry disputes and liabilities
Sundry provisions
138,158
0
826
5,638
(2,811)
142,999
Changes in “Provisions for liabilities and charges” are mainly due to the increase
(Euro 138,158 thousand) in the “Provision for costs of restoration or replacement of
freely transferable assets", as a result of the amounts (net of releases) recorded by
the Companies of the Group operating in the motorway business to cover the costs
for freely transferable assets.
The “Provision for costs of restoration or replacement of freely transferable assets”
mainly covers expenses related to the replacement of parts of freely transferable
assets and to cover the costs related to the extension of the concession term
granted to the Parent Company. As illustrated in the section on accounting principles
and consistent with the past, this provision, the financial depreciation and the
industrial depreciation as a whole are sufficient to provide an adequate coverage of
the charges related to the return and operation of freely transferable assets.
The “Provision for sundry litigation and liabilities" covers the costs for sundry pending
disputes (e.g.: claims from contractors and risks for tax litigation). It should also be
noted that this provision also covers the subsidiaries Spea (Euro 2,660 thousand) for
costs related to works under way and other sundry costs, as well as SAM (Euro
3,954
thousand)
and
indemnification costs.
Tangenziale
di
Napoli
(Euro
2,000
thousand)
for
278
STAFF TERMINATION PAY
Thousands of euro 157,641 (149,813 )
It represents the liabilities accrued to employees to be paid upon termination of the
employment contract.
The increase of Euro 7,828 thousand is mainly due to the combined result of
amounts paid to employees of the Group and the amounts recorded for the year.
The table below provides a breakdown of staff termination pay:
Opening balance at 31 Dec 2000
149,813
Accrued
24,088
Released, advanced and other
(16,260)
Closing balance at 31 Dec 2001
157,641
279
ACCOUNTS PAYABLE
These include:
a) financial accounts payable relating to:
•
"Bonds" Euro 335,697 thousand (Euro 482,038 thousand at 31 December
2000);
•
"Medium and long-term amounts owing to banks” Euro 582,491 thousand
(Euro 358,531 thousand at 31 December 2000);
•
"Short-term amounts owing to banks” Euro 402,918 thousand (Euro 513,013
thousand at 31 December 2000);
•
"Amounts owing to other lenders” Euro 154,666 thousand (Euro 377,350
thousand at 31 December 2000);
•
"Amounts owing to unconsolidated companies" Euro 3,221 thousand (at 31
December 2000 this item was nil) are financial accounts of Autostrade
Finance payable to Autostrade UK;
•
"Associated companies" are financial accounts payable amounting to Euro
2,751 thousand (Euro 111,779 thousand at 31 December 2000).
Financial accounts payable amounting to Euro 1,481,744 thousand (including
short and medium to long-term accounts payable) decreased by Euro 360,967
thousand from 31 December 2000 due to:
- a decrease of Euro 145,065 thousand mainly because of a change in the
medium/long-term financial indebtedness due to the combined result of the
repayment of loan instalments (Euro -491,473 thousand) and the raising of
new loans (Euro 343,785 thousand);
- a decrease of Euro 215,902 thousand in short-term accounts payable mainly
because of the payment of subscribed capital owed by Sitech to Blu as a
result of the increase in the share capital of the latter.
It should be noted that amounts owing to other lenders include the remaining
noninterest-bearing loan payable to Central Guarantee Fund for metropolitan
motorways and railways related to the subrogation of such Fund in the
repayment of loans (Euro 128,445 thousand) by Tangenziale di Napoli and
Società Autostrada Tirrenica.
280
Accounts payable include 3 loans included under “Medium and long-term
accounts payable to banks”, secured by a lien on motorways and related
installations under concession for a remaining amount of Euro 23,385
thousand.
Interest rate and foreign exchange risks are hedged by financial derivatives,
details of which and links with the underlying assets are shown in the table at
the end of the accounts payable section.
b) "Advances" amounting to Euro 83,155 thousand (Euro 82,781 thousand at 31
December 2000) mainly relate to on-account billings issued by the Parent
Company for contract work;
c) "Suppliers" amounting to Euro 348,208 thousand (Euro 350,527 thousand at
31 December 2000) decreased by Euro 2,319 thousand from 31 December
2000 and relate to both invoices received and other sums payable;
d) "Taxes payable" amounting to Euro 195,711 thousand (Euro 74,256 thousand
at 31 December 2000) increased by Euro 121,455 thousand and mainly relate
to:
•
the IRPEG (corporate income tax) and IRAP (regional income tax on
productive activities) tax payable for Euro 148,710 thousand (Euro 28,528
thousand at 31 December 2000) net of advance payments. The increase is
due to both an increase in the operating result of the Group and the
nondeductibility of the write-down of the shareholding in Blu (through
Sitech) over the shareholders’ equity;
•
VAT payable (Euro 16,892 thousand);
•
taxes withheld on salaries and professional fees paid until the end of
December 2001 (Euro 6,942 thousand);
•
the outstanding amount payable, net of advances, for the toll surcharge
collected on behalf of the State over the kilometres covered in the last part
of the year and concession fee equal to 1% of all tolls (Euro 29,764
thousand);
d)
"Social security" amounting to Euro 14,268 thousand (Euro 16,968
thousand at 31 December 2000) relates to statutory contributions accrued but
yet to be paid to social security institutions;
281
e) "Other accounts payable” amounting to Euro 490,261 thousand (Euro
373,766 thousand at 31 December 2000) mainly relate to:
•
amounts payable to motorway companies for interconnections amounting to
Euro 232,621 thousand;
•
guarantee deposits for motorists operating on an open-account basis
amounting to Euro 31,428 thousand;
•
and tolls being settled amounting to Euro 89,305 thousand.
The increase is mainly due to the change in amounts payable for
interconnections of the parent company.
The change results from both an
increase in traffic and tolls collected and a greater use of deferred toll payment
systems on the interconnected network.
282
Loans of the Autostrade Group at 31 December 2001
IRI/EIB 10
REMAINING AMOUNT INTEREST RATE
thousands of euro
4,741
fixed
IRI/EIB 11
2,299
AUTOSTRADE SpA
BONDED LOAN 1997/2002
CRED.FOND.IND.93
258,228
SPREAD
TYPE OF
MATURITY
LOAN
BANK - EIB
fixed
Euribor 3 m
0.200
8.130
15/04/2002
BANK - EIB
15/04/2002
BONDED
06/05/2002
8,501
Libor USD 6m
BANK
30/07/2002
IRI/EIB 13
3,240
fixed
BANK - EIB
15/10/2002
IRI/EIB 15
8,597
fixed
BANK - EIB
15/10/2002
IRI/EIB 17
609
fixed
BANK - EIB
15/10/2002
BONDED
31/12/2002
51,646
ISTAT Index
1,016
fixed
BANK - EIB
10/02/2003
IRI/EIB 19
6,693
fixed
BANK - EIB
15/04/2003
CAS RISP.PR-PC/EIB
8,209
fixed
BANK - EIB
25/11/2003
CARIPLO/EIB 93
11,194
fixed
BANK - EIB
05/12/2003
CARIPLO 1988
14,071
misto
CARIPLO/EIB 94
25,823
CREDIOP/EIB 92 Q2
3.750
BANK
31/12/2003
fixed
BONDED
15/02/2004
14,618
fixed
BANK - EIB
10/06/2004
4,300
fixed
BANK - EIB
15/12/2004
11,187
Eur 3 m
BANK - EIB
15/03/2005
5,014
fixed
BANK - EIB
15/06/2005
CREDIOP/EIB 92 1TR.
11,466
fixed
BANK - EIB
10/02/2007
BANCA DI ROMA/EIB 1998
30,333
floating EIB
0.085
BANK - EIB
15/03/2008
BANCA DI ROMA/EIB 1998 2 tr.
36,806
floating EIB
0.085
BANK - EIB
15/03/2008
300,000
fixed
EIB
15/09/2010
75,776
fixed
662/96
30/11/2016
fixed
BANK - EIB
2010
BANCO NAPOLI/EIB 90 1
CARIPLO/EIB 95
BANCO NAPOLI/EIB 90 2
EIB 1999
S.PAOLO IMI/CREDIOP
0.500
0.500
Traforo Monte Bianco
BPM/EIB
50,000
Soc. Aut. Tirrenica
Central Guarantee Fund
73,160 non-interest bearing
Italian Ministry of
Treasury
2026
Central Guarantee Fund
55,286 non-interest bearing
Italian Ministry of
Treasury
2037
283
ACCRUED LIABILITIES AND DEFERRED INCOME
(64,858)
Accrued liabilities (Euro 22,603 thousand) are mainly of a financial nature (Euro
13,171 thousand); most of them are financial charges on loans of both the Parent
Company and the subsidiaries.
Deferred income (Euro 29,976 thousand) mainly relates to leasing fees collected in
advance.
The decrease in “Accrued liabilities and deferred income” (Euro 12,279 thousand) is
due to lower interest expense, which is related to the smaller financial indebtedness
of the Group.
284
285
MEMORANDUM ACCOUNTS
Memorandum accounts relate to:
Unsecured guarantees given
Bank guarantees on behalf of subsidiaries
(768,102)
The decrease of Euro 637,413 thousand mainly comprises the return (amounting to
Euro 661,065 thousand) of the counterguarantee (associated with the tender for
UMTS licenses) issued by Autostrade SpA on behalf of Sitech to BNL for the entire
shareholding of Sitech SpA, 32%, in Blu SpA. At the same time Autostrade SpA had
obtained commitments to provide indemnification from the minority shareholders of
Sitech for a total amount of Euro 136,179 thousand. With the ruling filed on 4 July
2001, the Italian Supreme Administrative Court found for Sitech in respect of the
enforcement of the bank guarantee of Lire 4,000 billion given by Blu. As a
consequence, BNL discharged the bank guarantee extended to Sitech SpA for its
shareholding in Blu.
These include:
a) Euro 60,394 thousand relating to the commitment of Autostrade SpA to
undertake the obligations of Autostrade Finance SA to Midland Expressway
Limited (MEL) under a Shareholder Funding Agreement in respect of the
Birmingham Northern Relief Road (BNRR) project. This obligation supersedes
the former obligation;
b) Euro 70,295 thousand relating to the bank guarantees issued by the Parent
Company on behalf of the following companies: Società Torino-Savona, Traforo
Monte Bianco, Rav, Autostrade Telecomunicazioni and Autostrade International,
to secure the recovery of the VAT credits for 1998, 1999 and 2000 from the
Italian Ministry of Finance.
Bank guarantees on behalf of associated companies
(770)
Thousands of euro 0
286
The bank guarantees given by Spea on behalf of its own associated companies have
been discharged.
Bank guarantees on behalf of other companies
(4,284)
These mainly relate to:
•
guarantees issued by the Parent Company in favour of COFIRI for loans to
employees (Euro 1,940 thousand);
•
the guarantee given to Assicurazioni Generali to issue a bank guarantee to
ANAS and Associazione Temporanea di Imprese Autostrade SpA-TOTO SpA.
(Euro 76,362 thousand) to run the motorways A24-A25 on a concession
basis. TOTO SpA, on the basis of its portion equal to 40%, will pledge to
Autostrade the shares of the soon-to-be-established company which will be
concessionaire for the operation of the A24-A25 motorways.
•
bank guarantees issued by Pavimental (Euro 1,639 thousand) in favour of
consortium companies to guarantee contract performance.
Purchase and sale commitments
Thousands of euro 923,193 (1,162,417)
These relate to group obligations with suppliers and contractors for works to be
completed and supplies to be delivered, basically to make investments and provide
maintenance services.
This resulted in a decrease from the prior year. These
include mainly purchase commitments of Autostrade SpA (Euro 348,767 thousand),
Torino-Savona (Euro 346,907 thousand) and RAV (Euro 100,448 thousand) and
mainly sale commitments of Autostrade Telecomunicazioni (Euro 39,563 thousand).
Other memorandum accounts
287
These mainly include:
a) guarantees received by Autostrade SpA (Euro 194,153 thousand) and by
SAM (Euro 263,737 thousand) from contractors through bank guarantees of
banking institutions and insurance companies to secure the performance of
contractual obligations;
b) guarantees given by other companies to the group, concerning Tangenziale di
Napoli (Euro 55,286 thousand), issued by IRI in respect of the amount
payable to the State for the activities of the Central Guarantee Fund;
c) reserves to be defined with contractors amounting to Euro 126,671 thousand
in respect of Autostrade, to Euro 200,133 thousand in respect of RAV, to Euro
101,879 thousand in respect of SAT and to Euro 85,100 thousand in respect
of Torino-Savona. Based on past experience, the charges to be borne by the
companies account – on an average – for a low percentage of the amounts
claimed, and the actual percentage paid varies depending on the type of
work. These charges, however, increase the cost of tangible assets;
d) commitments amounting to Euro 21,465 thousand undertaken under equityswap contracts underlying shares of Autostrade in respect of the stock option
plan for directors.
e) the amount relating to the Parent Company (Euro 14,553 thousand) for fees
to be paid for leased assets.
288
PROFIT AND LOSS ACCOUNT INFORMATION
(parentheses include amounts at 31 December 2000)
Foreword:
During 2001, Directors’ and Statutory Auditors’ fees were reclassified from other
operating costs to cost of services rendered.
VALUE OF PRODUCTION
Revenues from sales and services
Net revenues from tolls amounting to Euro 2,003,940 thousand (Euro 1,889,385
thousand in 2000) increased by Euro 114,555 thousand (+6.1%) due to both a rise in
traffic of 3.5% on almost all of the group-operated motorways and changes in group
tolls shown in a specific section of the management report.
Other revenues amounting to some Euro 216,661 thousand (Euro 169,581 thousand
in 2000) mainly relate to:
•
revenues from service areas for Euro 74,833 thousand;
•
revenues from deferred payment toll operation for Euro 46,804 thousand;
•
works for infrastructures carried out on behalf of third parties alien to the Group
for Euro 36,928 thousand;
•
revenues in the telecommunications field from sale of the transmission capacity
for Euro 30,678 thousand.
The increase of Euro 47,080 thousand, equal to +27.8% from the prior year, is
mainly due to revenues from service areas (Euro +17,481 thousand) as a result of an
agreement entered into by the Parent Company with AGIP for the payment of an
extra sum of money on fuels in respect of previous years (Euro 11,362 thousand), to
the sale of the transmission capacity on the part of Autostrade Telecomunicazioni
(Euro +7,557 thousand), to revenues from deferred billings (Euro +6,674 thousand)
and sundry revenues (Euro +15,368 thousand).
Changes in contract work in process
289
These relate to works carried out on behalf of ANAS, of other public entities and
sundry clients. The change is mainly due to the combined result of works delivered
and works performed during the year.
Capitalisation of internal construction costs
(94,452)
Costs to increase the value of the assets mainly relate to:
•
financial charges amounting to Euro 7,924 thousand;
•
technical personnel amounting to Euro 5,053 thousand;
•
inventories amounting to Euro 16,422 thousand;
•
services rendered by the Parent Company and by Pavimental and Spea within
the Group to increase the value of assets amounting to Euro 46,247 thousand.
They decreased mainly due to minor works carried out by Pavimental within the
Group.
Other revenues and income
a) Other revenues (Euro 26,862 thousand) relating to different revenues and
recovery of costs attributable mainly to the Parent Company;
b) Gains on disposals (Euro 670 thousand).
The decrease is due to the fact that Other income in 2000 was affected by refunds
for works carried out on behalf of Blu to establish its Call Center in Florence.
PRODUCTION COSTS
Cost of raw materials, supplies, consumable stores and merchandise
59% of this item relates to costs incurred by Autostrade and 35% to costs incurred
by Pavimental to purchase construction, electrical, electronic, paper and paper-like
materials and products, as well as fuels, lubricants and power supply.
These include:
290
(thousands of euro)
- Construction materials
- Electric materials
- Lubricants and fuel
- Chemicals and chlorides
- Paper, stationery and similar materials
- Gas, electricity, etc.
- Other raw materials
Total
18,673
31,440
15,919
3,902
7,177
16,483
44,308
137,902
The increase is mainly due to the purchase of electronic devices which were put in
inventories and are intended to be installed on the operating motorway network.
Cost of services
These costs relate to building, insurance, transport and professional services
incurred mainly for maintenance of motorways. These include:
(thousands of euro)
Construction and similar costs
- Mechanic, electronic maintenance
- Transport and similar costs
- Professional, technical, engineering costs
- Professional: legal, notary fees
- Telephone, mail, telegraph costs
- Insurance and similar costs
- Directors’ fees
- Statutory Auditors’ fees
- Sundry services
Total
132,981
33,383
31,928
34,463
26,751
7,845
11,586
5,487
619
64,495
349,538
The decrease from 2000 is due to the building services as a result of the lower
production value on the part of Pavimental, as well as to the renegotiation of some
type of services.
Lease and rent
This relates to leasing fees for real estate properties and equipment, licenses, rental
of sundry machinery and equipment, as well as the concessions in use. The amount
is substantially in line with that of the prior year.
291
These include:
(thousands of euro)
9,110
6,809
226
11
109
16,265
Leases and rentals
- Leasing fees
- Royalties
-Easement and similar rights
Total
Personnel costs
The decrease in 2001 of 2.8% from 2000 is due to the decrease in the average
workforce partly offset by a rise in the average cost due to the normal remuneration
dynamics.
Below is a breakdown of personnel costs:
(thousands of euro)
2001
2000
Changes
Salaries and wages
323,866
330,907
Social security
Staff termination pay
Other costs
Total
102,073
24,088
2,890
452,917
107,571
24,735
2,961
466,174
(7,041)
(5,498)
(647)
(71)
(13,257)
%
-2.13%
-5.11%
-2.62%
-2.40%
-2.84%
The average number of employees by category is broken down below:
2001
Executives
2000
Changes
%
154
161
(7)
-4.35%
White collar workers
3,413
3,408
0.15%
Booth personnel
4,179
4,403
5
(224)
-5.09%
Blue collar workers
1,530
1,628
(98)
-6.02%
Total
9,276
9,600
(324)
-3.38%
292
Amortisation, depreciation and write-downs
(239,643)
These include:
a) amortisation of intangible assets amounting to Euro 15,249 thousand (Euro
14,937 thousand in 2000): it relates to the amortisation charges in respect of the
various types of intangible assets as commented on in the balance sheet section;
b) depreciation of tangible assets amounting to Euro 219,603 thousand (Euro
210,659 thousand in 2000) includes:
•
industrial depreciation on freely transferable assets amounting to Euro 35,846
thousand (Euro 34,553 thousand in 2000);
•
financial depreciation on freely transferable assets amounting to Euro 141,758
thousand (Euro 138,404 thousand in 2000);
•
industrial depreciation of non transferable assets amounting to Euro 41,999
thousand (Euro 37,702 thousand in 2000), calculated on rates reflecting the
estimated useful life of the assets, in line with those applied the prior year;
c) write-down of current accounts receivable and cash and cash equivalents
amounting to Euro 15,173 thousand. These reflect the amount recorded to adjust
the amount of trade accounts receivable to the risk related to their recovery; the
amount is mostly related to the Parent Company.
d) write-down of assets amounting to Euro 537 thousand relating to the write-down
of projects included in intangible assets.
293
Changes in inventories of raw materials, supplies, consumable stores and
merchandise
The decrease is due to an increase in inventories from 31 December 2000.
Other provisions/reversal
For costs of restoration or replacement of freely transferable assets
The change in this provision includes both the sums recorded for new works
provided for by the agreement and the adjustments made to the provision for the non
routine maintenance programme envisaged by the Group.
The increase of Euro 42,335 thousand from the prior year is mainly due to:
-
greater costs incurred in respect of the obligations for the renewal of the
concession (some Euro 20 million).
-
lower costs incurred for needs for non routine maintenance;
Provisions for the period
The provisions for the year were determined on the basis of repair and restoration
programmes of freely transferable assets, taking into account the overall amount of
the relevant provisions, as already commented on in the valuation methods section.
Moreover, consideration was given to the uses of the original provision for
maintenance expenses, as described above.
Concerning the Parent Company, this amount basically reflects:
• adjustment to the provision for non-routine planned maintenance works, which
decreased by using the provision;
• provisions for the charges valued at the end of 2001 related to the new works
provided for by the agreement.
294
Reversal of provision
This reflects the uses of the provision to cover maintenance services received during
the year. The provision was used to cover both non routine and routine maintenance
works. Routine maintenance works also cover costs incurred in respect of the
maintenance personnel.
Sundry operating costs
These relate to:
a) losses on disposals or sales (Euro 2,819 thousand);
b) concession fees (Euro 21,739 thousand);
c) other charges (Euro 16,405 thousand).
Concession fees mainly include the annual fee on net revenues from tolls and
related revenues.
The increase in sundry operating costs is mainly due to the change in other charges
(Euro +3,622 thousand), almost all of which is on the part of the Parent Company as
a result of indemnification paid following settlements and rulings of 2001.
295
FINANCIAL INCOME AND CHARGES
Financial income
Financial income are mainly due to:
a) Income from shares (Euro 5,179 thousand). These mainly include income from
dividends collected (Euro 5,057 thousand) by Autostrade Finance out of the
shareholding in ACESA;
b) Other financial income from non-current accounts receivable: sundry (Euro 1,486
thousand). These also include the revaluation of the advance tax payment on
staff termination pay. It should be noted that income from financial accounts
receivable of Autostrade Finance amounting to Euro 8.7 thousand (Euro 19.4
thousand in 2000) has been eliminated to balance the interest expense paid by
Autostrade on back-to-back loans which were repaid in July 2001;
c) Income from non-current securities other than shares (Euro 5,162 thousand)
comprise investments of temporary cash and cash equivalents made by the
Group companies;
d) Interest and commission income from others and sundry income (Euro 4,815
thousand) decreased due to lower income from exchange rate differences of
Autostrade Finance related to the repayment of accounts receivable denominated
in foreign currencies other than the euro.
Interest expense and other financial charges
Thousands of euro –97,291 (-
114,489)
Financial charges mainly relate to the indebtedness of the Parent Company and of
the subsidiary Autostrade Finance.
These showed a strong decrease of Euro 17,198 thousand as in 2000 they mainly
included Euro 10,601 thousand of exchange differences arising from the repayment
of a US dollar loan extended to Autostrade SpA, for this company to purchase
Autostrade Finance.
Financial charges also include costs arising from swap transactions amounting to
Euro 615 thousand.
296
VALUE ADJUSTMENTS TO FINANCIAL ASSETS
Thousands of euro –
151,101 (-112,824)
Revaluations
The amount mainly relates to the writing back of both non-current and current
securities over the changed market value.
Write-downs
These mainly relate to the combined result of:
- the write-down of the share held in Blu SpA amounting to Euro 150,479 thousand
(Euro 109,356 thousand in 2000);
- the write-down of the share held in Pedemontana SpA amounting to Euro 287
thousand;
- value adjustments to current securities amounting to Euro 414 thousand.
Overall, the amount increased by Euro 38,991 thousand mainly due to an increase in
the write-down of Blu SpA.
297
EXCEPTIONAL INCOME AND CHARGES
Exceptional income
Thousands of euro 1,580 (-4,520)
These are mainly contingent assets and non-existent assets related to adjustments
of costs pertaining to prior years.
Exceptional charges
a) incentive bonus (employee reduction plan) (Euro 13,939 thousand in 2001 from
Euro 20,466 thousand in 2000) paid in respect of employees – the decrease is
basically due to this sub-item;
b) contingent and non-existent liabilities (Euro 4,010 thousand);
c) taxes for prior years (Euro 787 thousand) in respect of a greater amount of taxes
paid as a result of a re-calculation of the Dual Income Tax against which a formal
application for posing queries has been filed before the Inland Revenue Office;
d) gains on disposal of assets (Euro 858 thousand).
298
Income taxes for the year
Current taxes (Euro 412,922 thousand for IRPEG and IRAP tax) were determined on
the basis of the estimated tax burden of each individual consolidated company.
Deferred taxes (Euro –96,180 thousand) mainly relate to advance taxes on taxed
reserves and on the nondeductible write-down of the share held in Blu SpA.
Current taxes, net of deferred taxes, account for 44.9% of the result before taxes
(46.5% in 2000).
Income taxes for the year rose by Euro 22,283 thousand, equal to 7.6%, mainly as a
result of an increase in the taxable income.
Net profit for the year including minority interest
(338,622)
The net profit for the year increased from 2000 as a result of better operating results,
partially offset by the losses of the associated company Blu SpA.
Net loss for the year attributable to minority interest
Thousands of euro –
26,698 (-18,559)
The loss is mainly due to the difference between the losses of BLU pertaining to
minority interest (Sitech’s shareholders) and the net profits of the other companies of
the group in which Autostrade does not hold 100% of the shares.
Net profit for the year (attributable to the parent company)
Thousands of
euro 415,701 (357,181)
The net profit for the year rose by Euro 58,520 thousand with a 16.4% increase from
2000.
299
BALANCE SHEET
AND PROFIT AND LOSS ACCOUNT
OF THE GROUP
Balance Sheet at 31 December 2001 and 31 December 2000 in thousands of euro
Balance Sheet for 2001 and 2000 in thousands of euro
300
301
302
303
304
OTHER APPENDICES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
Statement of changes in the Consolidated Shareholders’ equity
Reconciliation between Parent Company and Consolidated Shareholders’
equity (pertaining to the Parent Company)
305
306
TABLE OF CONTENTS
SUMMARY REPORT
page 4
HIGHLIGHTS
STRUCTURE AND PROFILE OF THE GROUP
CORPORATE MISSION AND VALUES
8
10
12
STRATEGIC AND ORGANISATIONAL EVOLUTION
THE MANAGEMENT
SHAREHOLDING-PROFILE AND DYNAMICS
15
19
20
MANAGEMENT REPORT
22
A). SECTORS OF PRESENCE OF THE GROUP –
MANAGEMENT DYNAMICS 2001
23
1. THE MOTORWAY BUSINESS
23
♦ DEVELOPMENT STRATEGY
♦ THE OBJECTIVE LAW
♦ NETWORK INFRASTRUCTURE AND INVESTMENTS
• The salient points in 2001 on the network in
concession
• The present structure and investments of the
year
♦ TRAFFIC
♦ TOLL RATES
♦ NETWORK AND SERVICE MANAGEMENT
• Maintenance
• Safety and service quality
• Collection and development of systems of
payment
• Customer assistance
• Management risk cover
23
31
32
32
55
56
2. THE INDUSTRIAL SECTOR
58
33
41
47
49
49
50
52
3. THE SERVICE AREAS BUSINESS
59
♦ MANAGEMENT OF SERVICES IN THE AREAS
♦ ADVERTISING
59
62
4. ADVANCED SERVICES BUSINESS
63
5. AREAS OF EXPANSION
65
• Parking areas
• Intermodality and logistics
• Foreign activities
65
65
66
6. EQUITY INTEREST IN BLU Spa
67
B). RESEARCH AND DEVELOPMENT
70
C). HUMAN RESOURCES AND ORGANISATION
71
D). ENVIRONMENT AND TERRITORY
77
E). THE MAIN EVENTS OF THE FIRST MONTHS OF 2002
78
F). THE FORESEEABLE EVOLUTION OF MANAGEMENT
80
G). RELATIONS WITH THE ENTERPRISES OF THE
GROUP
82
H). OTHER INFORMATION
84
I). SUMMARY OF THE RESULTS OF OPERATION,
FINANCIAL POSITION AND FINANCIAL MANAGEMENT
OF AUTOSTRADE SPA
89
L). SUMMARY OF THE CONSOLIDATED RESULTS OF
OPERATIONS, FINANCIAL POSITION AND FINANCIAL
MANAGEMENT
98
REPORT ON AUTOSTRADE SPA’ S CORPORATE
GOVERNANCE SYSTEM
111
THE FINANCIAL STATEMENTS OF AUTOSTRADE
SpA
NOTES TO THE FINANCIAL STATEMENTS, BALANCE
SHEET AND PROFIT AND LOSS ACCOUNT
120
NOTES TO THE FINANCIAL STATEMENTS
General aspects
Valuation methods
121
121
121
Balance Sheet and Profit and Loss Account
Balance Sheet: Assets
Balance Sheet: Liabilities and equity
Profit and loss account
128
128
155
176
Proposals to the ordinary shareholders’ meeting
197
Balance Sheet and Profit and loss account (appendices)
198
Kilometres covered by toll-paying traffic using the
Company’s network
207
List of equity investments in unlisted companies,
representing in excess of 10% of the share capital, at 31
December 2001
222
Subsidiaries and associated companies. Key information
224
FINANCIAL STATEMENTS OF THE AUTOSTRADE
GROUP
NOTES TO THE FINANCIAL STATEMENTS, BALANCE
SHEET AND PROFIT AND LOSS ACCOUNT
243
Consolidation area, financial statements used and valuation
methods
244
Consolidation Area
Financial Statements used and consolidation criteria
Accounting principles
Balance Sheet Information
Balance Sheet: Assets
Balance Sheet: Liabilities and equity
Profit and Loss Account information
244
247
249
258
258
276
288
Balance Sheet and Profit and loss account of the Group
(appendices)
Other appendices to the consolidated financial statements
299
304

Annual Report 2001

Transcription

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