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Interim Report as at June 30 …2013…

Interim Report as at June 30, 2013

1

CONTENTS

SYNTHETIC DATA AND GENERAL INFORMATION 3 INTERIM REPORT ON OPERATIONS 13 CONDENSED INTERIM FINANCIAL STATEMENTS AS AT JUNE 30, 2013 63


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3

SYNTHETIC DATA AND GENERAL INFORMATION


4

Half-year profile

On December 21, 2012 the Prime Minister approved the new Planning Agreement, signed

between the subsidiary Aeroporti di Roma S.p.A. (“ADR”) and ENAC (Italian Civil Aviation

Authority) on October 25, 2012. The new tariff plan that came into force on March 9, 2013

with an average tariff of about 25 euro per outbound passenger considerably narrows the gap

with the European references – which remain higher on average – and allows the investment

plan to be started to modernize and expand Fiumicino airport.

This tariff adjustment takes into account the objectives of productivity, efficiency and quality

of the service as well as environmental protection to ensure sustainable value creation for all

the stakeholders.

In the first half of 2013 the traffic trend continues to record a decrease compared to the

previous year (-2.8%), being heavily affected by the negative economic performance,

reflected especially on Domestic (-9.9%) and European (-2.0%) traffic, while Extra EU traffic

continues to grow (+5.4%), driven mainly by countries with a growing economy.

The economic results of the first half of 2013 are affected by the fee increase applied

recently. Despite the decreasing traffic, revenues are up by 16.7% at 313.3 million euro. The

performance proved positive, with EBITDA improving by 33.7 million euro, mainly due to the

increased fees and the different passenger mix (higher component of Extra EU passengers,

which feature a higher average unit revenue in both the aviation and non-aviation segment).

Consolidated (Ebit) came to 64.3 million euro.

Consolidated net financial indebtedness as at June 30, 2013 is equal to 896.8 million euro,

decreasing further compared to 973.0 million at the end of 2012.

In 2013 the development plan was started as envisaged by the new Agreement (about 3.1

billion euro in the first ten years and more than 12 billion euro in the entire Concession

period), with investments for 52.5 million euro in the first half of the year, up by 150%

compared to the first half of 2012, focusing on optimization and development works at

terminals and departure areas, maintenance works on the runway and apron system as well

as airport systems upgrades.


5

On June 28, 2013 the documents were delivered to ENAC concerning the 2044 Airport

Development Plan of the Rome airport system, containing, among others, the Fiumicino Sud

completion project and the Fiumicino Nord Master Plan, drawn up with the support of

international leading airport designing companies. However ADR is still awaiting the issue of

the Interministerial Decree MATTM-MIBAC for environmental impact assessment and the

finalisation of the services conference for the urban approval on the Fiumicino Sud

completion project, for which any delay may affect the project schedules.

In addition, there are still serious concerns about the possible development of Alitalia in the

short term and its medium/long term prospects, in relation to the company’s current financial

situation: the continuous presence of a hub carrier is actually an essential element for the

implementation of the Fiumicino infrastructural development project as currently devised.

Finally, the validity of the commitments assumed by ADR is in any case subject to the

effectiveness of the Planning Agreement and consequently to the outcome of the appeals put

forward by some carriers and associations still pending at the competent legal authorities.

During the first half of the year Gemina S.p.A. (“Gemina”) conducted an analysis of the

industrial, financial, economic and legal prerequisites for the possible corporate integration

with the holding company Atlantia S.p.A. (“Atlantia”). The project to merge Gemina into

Atlantia was approved by the Board of Directors of the companies on March 8, 2013, and the

relevant Shareholders’ meetings on April 30, 2013.

Concerning the Ministry of the Environment joining the criminal proceedings no. 9147/2007

on March 26, 2013, with claims for significant environmental damages, started by the

Florence Prosecutor’s Office towards some members of Autostrade per l’Italia S.p.A. – ASPI

(owned by Atlantia), notified to Gemina on April 29, 2013, it must be specified that Atlantia

did not deem it necessary to set provisions aside in the 2012 financial statements and in the

quarterly report as at March 31, 2013, and told Gemina it deems the claims for damages

groundless.

Gemina has entrusted a specific panel of independent experts to assist it in all the checks

and analyses that were deemed necessary and appropriate with regard to the

abovementioned claims for environmental damages, to allow the Board of Directors to

assess any impact on the share exchange ratio, as determined by the Board of Directors of

Gemina and Atlantia on March 8, 2013.

On June 20, 2013, based on the mentioned analyses carried out also through the purposely

appointed panel of experts, the Board of Directors of Gemina deemed that the potential risk

of negative outcome for ASPI does not require a review of the share exchange ratio specified

in the Merger Project and approved by the relevant Shareholders’ meetings on April 29 and

30, 2013.


6

In the interest and for the protection of Gemina’ shareholders, the Boards of Directors of

Atlantia and Gemina of June 28, 2013 shared and agreed on the issue by Atlantia of a

financial instrument to hedge against the risk of a reduction in the value of Atlantia’s

economic capital in case of sentencing in the mentioned criminal proceedings. An

extraordinary meeting of the savings shareholders has thus been called for August 7 and 8

and of the ordinary shareholders for August 8 and 9 to approve the integration of the merger

project that envisages the mentioned financial instrument and the repeal of the shareholders’

meeting resolutions of April 29 and 30, 2013.

In these circumstances, the Group will pursue its strategic growth route, committed to offering

the market the best assurance of efficient corporate management focused on the

development of infrastructure while continuing constructive communication with the

expanded community of stakeholders with a view to creating sustainable value while

contributing to the revival of Italy’s economy.


7

Main economic and financial figures of the Group

(million euro) 1° half 2013 1

° half 2012

301.2 258.6

156.2 122.5

51.9% 47.4%

64.3 47.3

21.4% 18.3%

11.2 (6.6)

9.9 (7.4)

97.5 68.4

166.5 131.8

52.5 21.0

06/30/2013 12/31/2012

2,714.3 2,765.0

1,817.5 1,792.0

1,772.4 1,748.6

896.8 973.0

0.5 0.5

1° half 2013 1° half 2012

3.0 3.6

4.3% 3.7%

1° half 2013 1° half 2012

Movements (no.000) 168 177

Total passengers (no.000) 19,103 19,659

Total cargo (tonnes) 74,320 74,060

1° half 2013 1° half 2012

2,095.9 2,334.7

06/30/2013 12/31/2012

2,509 2,232

(*) ratios balanced w ith the last 12 months

Net financial indebtedness/EBITDA (*)

ROI (EBIT/Net Capital Invested) (*)

Net financial indebtedness

Net financial indebtedness / Shareholders’ equity

Traffic volumes

Human resources

Net profit (loss) for the period

Group Shareholders’ Equity

Net Capital Invested

% EBITDA

EBIT

Investments (including renovation actions)

Shareholders’ Equity (including third party interests)

Revenues from airport management

EBITDA

% EBIT

Funds From Operations (FFO)

“Normalised” EBITDA

Net profit (loss) attributable to the Group

Operating and financial results

Average headcount (no. of people)

Headcount (no. of people)


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Information for investors and financers

Gemina share information 06/30/2013

Share capital as at June 30, 2013 1,472,960,320

Number of ordinary shares 1,469,197,552

Number of savings shares 3,762,768

Capitalisation as at June 30, 2013

(in millions of euro)

2,016.3

Net earnings per share (Euro) (*) 0.007

Price at the end of the period (euro) 1.378

Maximum price [05/13/2013] (euro) 1.520

Minimum price [01/07/2013] (euro) 1.092

Rating:

- Standard & Poor’sBBB-

outlook positive

- Moody’sBaa3

outlook stable

(*) Consolidated data

Gemina shareholders as at 30 June 2013 (on ordinary share capital)

SHAREHOLDERS )

35.931%

12.836%12.560%

4.185%

3.416%

3.198%

3.055%

24.684%Sintonia S.p. A.

Silvano Toti Holding S.p.A.

Mediobanca S.p.A.

Fondiaria Sai S.p.A.

UniCredit S.p.A.

UBS AG

Assicurazioni Generali S.p.A.

Float (1)

(1) Excluding own shares in the portfolio equal to 0.136%

Source: shareholders’ register, Consob site and other communications from subjects who, directly or indirectly,

hold Gemina shares at a level higher than 2% of the share capital


9

Gemina share performance in first half 2013

0

5

10

15

20

25

30

35

1.050

1.140

1.230

1.320

1.410

1.500

(Mil.

tra

ded s

hare

s)

(€per

share

)

January February March April May June

Daily volumes (Sx Scale)

Mkt Price - Last (Dx Scale)


10

Statutory Boards

Board of DirectorsIn office until the shareholders’ meeting for the approval of the financial statements as at December 31, 2015

Fabrizio Palenzona Chairman

Carlo Bertazzo Managing Director

Giuseppe Angiolini Independent director

Valerio Bellamoli Director

Giuseppe Bencini Independent director

Carlo Cimbri Director

Beng Huat Ho (1) Director

Valentina Martinelli Director

Enzo Mei Director

Valentina Zanatta Director

Antonio Sanna Secretary

Internal Control CommitteeIn office until the shareholders’ meeting for the approval of the financial statements as at December 31, 2015

Giuseppe Angiolini

Valerio Bellamoli

Valentina Martinelli

Remuneration and Human Resources Committee

In office until the shareholders’ meeting for the approval of the financial statements as at December 31, 2015

Giuseppe Bencini

Giuseppe Angiolini

Valentina Martinelli

Board of Statutory AuditorsIn office until the shareholders’ meeting for the approval of the financial statements as at 31 December 2014

Luca Aurelio Guarna Chairman

Mario Tonucci Statutory Auditor

Lelio Fornabaio Statutory Auditor

Antonio Santi Alternate Auditor

Carlo Regoliosi Alternate Auditor

Luca Zoani Alternate Auditor

Independent Auditorsperiod 2013-2021

Reconta Ernst & Young S.p.A.

(1) resigned on 30 May 2013


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Group Structure as at June 30, 2013

AEROPORTI DI ROMAS.p.A.

95.90%

ADR Advertising

S.p.A.

51%

Leonardo

Energia

Soc. Consortile a r.l.1 %

10%

99% 90%

FIUMICINO ENERGIAS.r.l.

87.14%

ADR

Mobility S.r.l.100%

ADR

Security S.r.l.100%

ADR Engeenering

S.p.A.

100%

ADR

SviluppoS.r.l.100%

ADR

TEL S.p.A.

ADR Assistance

S.r.l.

100%


12


13

Interim report on operations

CORE BUSINESS 14 Reference scenario 15

Consolidated economic and financial performance 21

The Gemina Group businesses 27

Investments of the Group 32

Human resources 35

Service quality 37

Environment 39

Risk factors of the Gemina Group 40

Economic and financial performance of Gemina S.p.A. 48

OTHER INFORMATION 51

Corporate Governance 52

Adjustments and amendments to the reference legal framework 54

Intercompany relations and transactions with related parties 56

Subsequent events 59

Business outlook 61


14

CORE BUSINESS


15

Reference scenario

The Rome Airport System In the first five months of 2013 world air traffic recorded a total of more than 1.6 billion

passengers, with a 3.0% increase compared to the same period of 2012. The growth of

passenger traffic was driven by the trend of international traffic (+4.7%), where the increase was

mainly recorded in the Middle East (+12.0%) and in Asia (+7.4%), which confirm their position

as the markets that are expanding the most. Growth in the domestic market was more contained

(+1.6%)1.

The air traffic market in Europe was negatively affected by the weak macro-economic situation,

more than any other geographic area. Compared to 2012 a moderate rise in passengers was

recorded (+1.3%), also in this case driven by the increase recorded at international level

(+2.8%), which more than offset the decrease in Domestic traffic (-3.6%)2.

In the first five months of the year, air transport in Italy saw passenger volumes decrease by

4.4%, up 0.02% at international level against a 10.3% drop at Domestic level3.

More than 19 million passengers used the Rome airport system in the first half of 2013, down

2.8% overall compared to the previous year. In terms of capacity offered, a drop was also

recorded, of 5.3% in movements, 4.4% in aircraft tonnage and 5.8% in seats.

TABLE 1. Main traffic data of the Rome airport system

1ST

HALF 2013 1ST

HALF 2012 Δ%

Movements (no.) 167,799 177,198 (5.3%)

Fiumicino 144,510 150,806 (4.2%)

Ciampino 23,289 26,392 (11.8%)

Passengers (no.) 19,102,912 19,659,145 (2.8%)

Fiumicino 16,971,572 17,363,547 (2.3%)

Ciampino 2,131,340 2,295,598 (7.2%)

of which: boarded 9,450,402 9,717,085 (2.7%)

Fiumicino 8,389,977 8,573,784 (2.1%)

Ciampino 1,060,425 1,143,301 (7.2%)

Cargo (tonnes) 74,320 74,060 0.4%

Fiumicino 65,684 65,327 0.5%

Ciampino 8,636 8,733 (1.1%)

1 Source: ACI Pax Flash May-13 2 Source: ACI Pax Flash May-13 3 Source: Assaeroporti


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GRAPH 1. Traffic composition at Rome airport system in the first half of 2013 (passengers/m)

30.3%

44.3%

25.4%

5.8

8.5

4.9

19.1

-9.9%

-2.0%

+5.4% -2.8%

Domestic UE Extra Ue Total

Change 2013 vs. 2012

The negative result is mainly attributable to a reduction in passenger volumes at Domestic level

(-9.9%) and in EU Europe (-2.0%).

A rise in passengers from/to Extra-EU Europe (+15.7%), Africa (+7.5%) and the Middle East (+

3.6%) was recorded internationally; traffic towards the other areas, on the other hand, recorded

a slight decrease (Far East down 1.9%, North America down 1.2% and Central and South

America down 0.2%).

The greater decrease in capacity compared to passengers has caused the load factor to rise to

72.1%, with a growth of 2.2%.

GRAPH 2. Passenger traffic distribution at the Rome airport system by geographic area

-15%

-10%

-5%

0%

5%

10%

15%

20%

0

2

4

6

8

10

ITALY UEEUROPENO-UE

NORTHAMERICA

MIDDLEEAST

AFRICA FAR EASTC/SOUTHAMERICA

Total 5,8 8,5 1,4 0,9 0,8 0,7 0,6 0,4

∆% PY -9,9% -2,0% 15,7% -1,2% 3,6% 7,5% -1,9% -0,2%


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Fiumicino

Within the airport system, Fiumicino showed a 2.3% reduction in passenger traffic, compared to

a greater drop in the capacity offered (movements down 4.2%, aircraft tonnage down 3.8% and

seats down 5.1%).

GRAPH 2. Traffic composition for Fiumicino airport in the first half of 2013 (passengers/m)

31.3%

40.4%

28.3%

5.3

6.9

4.8

17.0


-2.3%+5.0%

-1.0%

-9.4%


The airport performance continued to be conditioned, as in 2012, by the negative trend of

domestic traffic (-9.4%), with all the main destinations showing a general drop in volumes as a

consequence of both the difficulties being faced by the main Italian carriers and, more generally,

the persisting negative macro-economic context. The decrease in the domestic segment was

common to both the Alitalia component and the other airlines, which ended the first half of the

year with a drop of 4.6% and 24.7%, respectively. The latter refers in particular to the insolvency

of WindJet in August 2012 and to the significant capacity reduction recorded by Blue Panorama.

Passenger volumes at international level, on the other hand, grew by 1.4% and, also in this first

half of the year, growth is being driven by the traffic from/to Extra-EU destinations (+5.0%),

against the drop recorded within the EU (-1.0%), which in the second half of the year showed an

improved performance.

In terms of network development, the first six months of 2013 saw an increased frequency of

already existing connections (such as China Eastern to Shanghai, Turkish Airlines to Istanbul,

Egyptair to Cairo, easyJet to Paris, SAS to Oslo and Stockholm) and the start of new flights

to/from Fiumicino, which are added to the already active network at the airport. These include:

Alitalia to Prague, Fortaleza (seasonal), Bilbao, Copenhagen, Ekaterinburg, Cracow,

Montpellier, Oran; easyJet to Copenhagen and Hamburg; Blue panorama to Moscow; Transavia

France to Lille; Monarch Airlines to Leeds, Iran Air to Teheran, Minoair for Lugano.

The domestic market saw the start of new connections to Milan (Linate) operated by easyJet, as

a novelty for the most important domestic route. In the Domestic segment worth mentioning is

also the development of Darwin Airlines to Bolzano, Trapani and Ancona.


18

In the first half of 2013 Alitalia, the reference carrier for Fiumicino airport, substantially confirmed

the passengers transported in the same period of the previous year (-0.4%), with a decrease in

seats (-3.6%), while mostly confirming the movements (-0.5%). The slight decrease in

passengers was due to the drop in the Domestic component (-4.6%), while the international

component rose by 5.0% (EU +4.0% and Extra-EU +5.9%). Also for Alitalia, the greater

decrease in seats compared to passengers resulted in an increase in the load factor (69.7% with

+2.2%).

Serious concerns persist as to the possible developments of Alitalia with regard to both short-

term traffic and medium/long-term prospects: the continuous presence of a hub carrier is

actually an essential element for the implementation of the Fiumicino infrastructural

development project as currently devised.

GRAPH 3. Traffic composition for the carrier Alitalia in the first half of 2013 (passengers/m)

4.3

1.7

1.9

7.8


-4.6%

-0.4%+5.9%

+4.0%

54.3%

22.0%

23.7%


Ciampino

Ciampino airport, on the other hand, recorded a reduction in both passengers (-7.2%) and

capacity offered (movements decreased by 11.8%, while seats by 11.3%) in the first half of

2013. The negative performance was the direct consequence of the reduced capacity of Ryanair

and Wizz Air on the network for winter. Traffic volumes went back to growing in the second

quarter, with the start of the summer (+3.8% compared to the previous year).

Ryanair, with about 2 million passengers, recorded an 8.4% decrease, while Wizz Air, after

diverting some flights to Fiumicino airport, for a total of about 130 thousand passengers, grew by

18.0%.


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GRAPH 4. Traffic composition for Ciampino airport in the first half of 2013 (passengers/m)

0.5

1.6

0.0

2.1


-15.0%

-6.0%+67.0% -7.2%

22.0%

76.6%

2.4%Change 2013 vs. 2012

The airport management agreement and the Planning agreement ADR manages the Rome airport system on an exclusive basis under the concession granted to

the company with law no. 755 of November 10, 1973, and Single Deed - Planning Agreement

entered into on October 25, 2012, which superseded the Management Agreement no. 2820 of

June 26, 1974. This Single Deed, expiring on June 30, 2044, governs the relationships between

the concessionaire and ENAC.

On December 21, 2012 the Prime Minister - on the proposal of the Ministry of Infrastructure, in

agreement with the Minister of the Economy - had approved the Planning Agreement with some

amendments and integrations, which were adopted with a specific Additional Deed, signed by

ENAC and ADR on December 27, 2012. On December 28, 2012 the notice of the Prime

Minister's office regarding the approval of the Single Deed was published in the Official Gazette.

The notice also specified that the unabridged text of the Council of Ministers Presidential Decree

and the attachments regarding the Single Deed could be consulted on the website of ENAC and

the Ministry of Infrastructure and Transport. The publication took place on January 8, 2013. On

March 8 the Council of Ministers Presidential Decree and the Planning Agreement were

recorded by the Court of Auditors.

On January 8, 2013, ENAC formally informed IATA, in accordance with the practice in force, that

March 9, 2013 was the term when the collectability by ADR of the new fees valid for the year

2013 becomes effective. This refers to the necessary adjustment of the ticket systems of the

carriers. On January 23, 2013 ADR made sure, with a communication of its own, that the same

communication was given to all the airlines concerned. The new fees came into force on March

9, 2013.


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Therefore ADR commenced the investment plan envisaged by the Agreement, in line with the

updated time schedule of the actions regarding the first regulatory sub-period (2012-2016) for

Fiumicino and Ciampino airports, sent to ENAC on February 26, 2013.

ADR fulfilled all the obligations scheduled in the short term by the Single Deed, and namely: the

payment of the deposit for an amount equal to a one-year instalment of the concession fee; the

waiver of the disputes pending with ENAC linked to airport fees related to the Planning

Agreement; the transmission to ENAC, by June 30, of the Airport Development Plan for 2044;

the sending of the reconnaissance of the assets for use free of charge by the Government

Authorities operating at the airport.


21

Consolidated economic and financial performance

Pursuant to IFRS 5, in the income statement of the first half of 2012 used for comparison purposes, with

respect to the one published in the Interim Report as at June 30, 2012, the contribution to the economic

result of the car parks business was reclassified from item “Net income from discontinued

operations/assets held for sale” to the relevant items of continuing operations, after the decision taken at

the end of 2012 to valorise the business through direct management rather than the sale to third parties.

Consolidated economic performance

TABLE 1. Consolidated income statement

IN MILLIONS OF EURO 1ST

HALF 2013 1ST

HALF 2012 (*) Δ

Revenues from airport management of which 301.2 258.6 42.6

Revenues from aviation activities 203.0 151.1 51.9

Revenues from non-aviation activities 98.2 107.5 (9.3)

Construction services 8.9 7.6 1.3

Other revenues 3.2 2.3 0.9

TOTAL REVENUES 313.3 268.5 44.8

Consumption and other operating costs (92.9) (83.5) (9.4)

Costs of construction services (7.2) (7.1) (0.1)

VALUE ADDED 213.2 177.9 35.3

Staff costs (57.0) (55.4) (1.6)

EBITDA 156.2 122.5 33.7

Amortisation/ depreciation (53.5) (53.4) (0.1)

Allocations to renovation provisions (38.4) (21.8) (16.6)

EBIT 64.3 47.3 17.0

Financial income (expenses) (34.5) (44.0) 9.5

PRE-TAX PROFIT (LOSS) ON CONTINUING OPERATIONS 29.8 3.3 26.5

Tax revenues (charges) (18.6) (11.1) (7.5)

NET PROFIT (LOSS) ON CONTINUING OPERATIONS 11.2 (7.8) 19.0

Income from discontinued operations/assets held for sale - 1.2 (1.2)

Profit (loss) for the period 11.2 (6.6) 17.8

Profit (loss) attributable to minority shareholders 1.3 0.8 0.5

PROFIT (LOSS) FOR THE PERIOD ATTRIBUTABLE TO THE GROUP 9.9 (7.4) 17.3

Net earnings per share:

from continuing operations 0.007 (0.006) 0.013

from discontinued operations/assets held for sale - 0.001 (0.001)

(*) the data relating to the 1st half of 2012 was re-posted pursuant to IFRS 5 based on the decision not to transfer the car

parks business to third parties


22

The Group’s result in the first half of the year was affected by the initial effects of the fee

increase applied from March 9, 2013 and connected to the new Planning Agreement, and of the

related start of the investment plan, though in an economic context which still negatively

influences the traffic trend.

Revenues

Revenues from airport management amounted to 301.2 million euro and rose by 16.4% overall

compared to the reference period due to the combined effect of:

34.3% rise in aviation activities connected to the fee rise deriving from the Planning

Agreement;

8.6% drop in the non-aviation segment, mainly as a consequence of the ceased revenues

from canteens and the trend of real estate activities, parking and advertising.

For a more extensive description of the consolidated revenue performance reference should be

made to the section on “The Gemina Group businesses”.

Revenues from construction services equal 8.9 million euro, up by 1.3 million euro compared to

the first half of 2012, due to greater construction services provided in relation to the airport

management concession.

Other revenues equal 3.2 million euro (2.3 million euro in the reference period).

Costs

Consumption and other operating costs, equal to 92.9 million euro, increased by 9.4 million euro

compared to the first half of 2012 due to the combined effect of:

reduced purchases of raw materials and consumables for 2.3 million euro; this trend is

mainly attributable to lower external costs for the purchase of electricity, thanks to the

increased production by the Fiumicino cogeneration plant (+6.1%), in any case given a

power need of Fiumicino airport (GWh 71.0) that is decreasing by 2.7% compared to the

reference period, due to lower consumption by ADR (see table below);

increased other operating costs of 11.7 million euro mainly attributable to the rising

concession fee (+9.4 million euro), expected at the time of the enforcement of the Planning

Agreement, the higher load of allocations to bad debt provisions and provisions for risks

and charges (+2.4 million euro) and the increased other operating expenses (+1.6 million

euro). These effects were partly offset by the lower costs for services for 1.7 million euro

due mostly to the ceased canteen management costs (2.4 million euro in the first half of

2012); as regards other service costs, an increase was recorded in costs for professional

services for the projects regarding service quality and safety improvement,

counterbalanced by the reduction in costs consequently to the actions aimed at greater

efficiency.

GWH 1ST

HALF 2013 1ST

HALF 2012

Energy produced 69.3 65.3

Energy purchased 13.6 18.9

Energy available 82.9 84.2

for:

ADR 71.0 73.0

market 11.9 11.2


23

The costs of construction services are substantially in line with 2012.

Staff costs, equal to 57.0 million euro, increased by 3.1% due to the greater average workforce

employed by the Group for continuing operations compared to the first half of 2012 (excluding

the sold businesses of direct retail and vehicle maintenance), in connection to the actions aimed

at attaining the objectives specified in the Service Charter.

EBITDA

EBITDA equalled 156.2 million euro, up 33.7 million euro compared to 2012.

The “normalised”4

EBITDA was 166.5 million euro, up 34.7 million euro on the comparison

period, with an impact on revenues from airport management increasing from 51.0% to 55.3% in

2013.

Amortisation, depreciation and allocations to the renovation provision

Amortisation of intangible fixed assets and depreciation of tangible fixed assets mainly refer to

amortisation of the airport management concession held by the subsidiary ADR.

Allocations to renovation provisions amount to 38.4 million euro (21.8 million euro in the first half

of 2012), and represent the estimated costs for restoration and replacement actions needed in

the future to comply with maintenance commitments on these assets under the terms of the

concession.

EBIT

EBIT stood at 64.3 million euro, rising by 17.0 million euro compared to the reference period.

Financial expenses

Net financial expenses of 34.5 million euro dropped by 9.5 million euro compared to 2012,

consequently to the progressive decrease of indebtedness, the favourable interest rate trend

and ADR’s improved rating.

Income from discontinued operations/assets held for sale

This item includes, in the first half of 2012, the economic results net of the tax effect, regarding

the direct retail (+1.0 million euro) and vehicle maintenance (+0.2 million euro) businesses, for a

total of 1.2 million euro.

Profit (loss) for the period attributable to the Group

Net of an estimated tax burden of 18.6 million euro, the Group closed the first half of 2013 with a

net profit for the period of 9.9 million euro compared to a loss of 7.4 million euro recorded in the

reference period.

4 calculated with the exclusion of the provisions and extraordinary items


24

Consolidated financial performance

TABLE 3. Financial position

IN MILLIONS OF EURO 06/30/2013 12/31/2012 (°) ∆

Net non-current, non financial assets 3,184.1 3,227.7 (43.6)

Net working capital 115.1 119.5 (4.4)

System renovation provision (272.6) (267.6) (5.0)

Provisions for risks, charges and employee severance indemnities (312.3) (314.6) 2.3

NET CAPITAL INVESTED 2,714.3 2,765.0 (50.7)

Financed by:

Shareholders’ equity 1,817.5 1,792.0 25.5

Net financial indebtedness 896.8 973.0 (76.2)

TOTAL 2,714.3 2,765.0 (50.7)

(°) the equity information as at December 31, 2012 was restated after the enforcement of IAS 19 revised

Non-current non-financial assets

Net non-current non-financial assets decreased by 43.6 million euro due to amortisation and

depreciation for the first half of the year, partially offset by the investments made in the period.

Net working capital

Compared to December 31, 2012, the net working capital decreased by 4.4 million euro overall

due to the combined effect of the main following changes:

“trade receivables” rose by 34.4 million euro due to the prevailing expansive effect deriving from

applying the new fees – which increased from March 9, 2013 – in addition to the seasonal trend;

“trade payables” increased by 30.5 million euro mainly in connection with the greater

investments of the period compared to the last portion of the previous year and the deferred

income resulting from sub-concession invoicing in advance;

“other liabilities” recorded an overall increase of 3.7 million euro due mainly to the above

mentioned increase in the concession fee (+9.1 million euro), partly offset by the lower payable

surcharges (-8.6 million euro);

current tax liabilities (assets) increased by a total of 12.0 million euro, based on the estimated

tax burden for the six-month period, net of the paid balance and the advances;

deferred tax assets rose by 5.8 million euro consequently to the allocations for the period.

System renovation provision

The system renovation provision, which includes the current value of estimated costs payable

against the contractual obligation of restoration and replacement of assets under concession,

increased by 5.0 million euro due to allocations for the period net of uses.


25

Net capital invested

The consolidated net capital invested, equal to 2,714.3 million euro as at June 30, 2013,

decreased by 50.7 million euro compared to the end of the previous year.

Shareholders’ equity

Shareholders’ equity increased by 25.5 million euro compared to December 31, 2012 as a result

of the comprehensive income results for the first half of the year (+24.7 million euro) and the

increase in shareholders’ equity reserves for 0.8 million euro regarding the fair value accrued in

the period of the options attributed to the Group’s employees.


As at June 30, 2013 net financial indebtedness equalled 896.8 million euro, down by 76.2 million

euro compared to the end of 2012.

TABLE 4. Net financial position

IN MILLIONS OF EURO 06/30/2013 12/31/2012 (°) ∆

a. cash and cash equivalents 115.2 397.7 (282.5)

other receivables – financial assets 26.5 45.7 (19.2)

financial derivatives - - -

b. current financial assets 26.5 45.7 (19.2)

C. TOTAL CURRENT FINANCIAL ASSETS (A) + (B) 141.7 443.4 (301.7)

D. NON-CURRENT FINANCIAL ASSETS 0.5 9.6 (9.1)

e. current financial liabilities (13.9) (526.5) 512.6

f. financial derivatives (0.5) (0.2) (0.3)

G. TOTAL CURRENT FINANCIAL LIABILITIES (E)+(F) (14.4) (526.7) 512.3

h. financial indebtedness (283.1) (139.8) (143.3)

i. outstanding bonds (614.9) (626.6) 11.7

l. financial derivatives (126.6) (132.9) 6.3

M. TOTAL NON-CURRENT FINANCIAL LIABILITIES (h)+(i)+(l) (1,024.6) (899.3) (125.3)

NET FINANCIAL INDEBTEDNESS (C)+(D)+(G)+(M) (896.8) (973.0) 76.2

of which:

current net financial assets (c)+(g) 127.3 (83.3) 210.6

(°) for the purposes of better representing the economic and financial position, the fair value of medium/long-term derivatives was

reclassified from “current financial liabilities” to “non-current financial liabilities”

TABLE 5. The following contribute to forming the net financial indebtedness:

IN MILLIONS OF EURO 06/30/13 12/31/12 ∆

ADR 844.7 923.1 (78.4)

Fiumicino Energia5 10.9 13.2 (2.3)

Gemina 41.2 36.7 4.5

5 Also includes the net financial position of the subsidiary Leonardo Energia S.c.ar.l.


26

Total current financial assets

Total current financial assets dropped by 301.7 million euro in relation to the lower cash and

cash equivalents used, together with the Term Loan facility mentioned below, to repay the loan

falling due.

Non-current financial assets

Non-current financial assets decreased by 9.1 million euro mainly concerning the reclassification

of additional charges regarding Term Loans, valued with the amortised cost method following its

disbursement (reference is made to Non-current financial liabilities).

Total current financial liabilities

Current financial liabilities amount to 14.4 million euro and recorded a reduction of 512.3 million

euro, mainly related to the repayment, upon the expiry date of February 2013, of Tranche A1 of

the bond issue of Romulus Finance S.r.l. for 500 million euro.

Non-current financial liabilities

Non-current financial liabilities equal to 1,024.6 million euro rose by 125.3 million euro due

mainly to the combined effect of:

disbursement, in February 2013, of 156.0 million euro valid on the Term Loan granted to ADR in

May 2012, falling due in February 2015, and valued at amortised cost;

reduction of 11.7 million euro in Outstanding bonds deriving substantially from the conversion

into euro of Tranche A4 denominated in GBP.


27

The Gemina Group businesses

Aviation activities

The aviation activities directly connected to airport sector, which include airport fees, centralised

infrastructures, security services, etc., generated revenues for 203.0 million euro, up by 34.3%

compared to the reference period.

The new fees defined by the Planning Agreement have been applied since March 9, 2013. The

Agreement introduced significant changes compared to the tariff system previously in force. In

addition to the change concerning the main unit amounts, the Planning Agreement defined the

amalgamation of several fees, particularly with regard to centralised infrastructures, channelling

some of them towards airport fees.

The comparison of the individual items reported below is thus not homogenous and does not

allow for the full comparison with the results of the same period of the previous year, which can

be made only at total revenues level.

GRAPH 1. Economic performance of aviation activities (in millions of euro)

144.3

34.2

14.69.9

203.0

+71.4%

+5.3%

-3.0%-49.0%

+34.3%

Airport fees Security Other Centralizedinfrastructures

Total 1° half 2013


Airport fees

Revenues from airport fees, equal to 144.3 million euro, increased by 71.4% compared to the

first half of 2012, deriving from:

landing, take-off and parking fees: equal to 42.5 million euro, up by 56.1% as a consequence of

two opposing phenomena: the reduced number of movements (-5.3%) and the higher unit fee.

The increase derived from both the rise in fees from December 12, 2012 (correction of the

previous adjustment to target inflation from 1.5% to 2.0%) and the higher unit fees deriving from

the application of the Planning Agreement from March 9, 2013, which included in the landing

and take-off fees the relevant costs previously applied to the use of common assets, catering,

fuelling, supply systems in remote aprons and safety;


28

passenger boarding fees: amount to 100.4 million euro and recorded an increase compared to

the first half of 2012 (+80.7%). The reduction in passenger traffic was offset by the positive

effects of bringing fees in line with inflation and especially by the adjustment of the fees that took

place with the application of the Planning Agreement, which included in the passenger boarding

fees some fees, and related costs, regarding centralised infrastructures for services attributable

directly to passengers (such as baggage handling systems, passenger check-in computerised

systems, public announcement and information);

cargo revenues: the revenues stand at 1.4 million euro, up by 0.9% consequently to the

increased goods transported compared to the previous year (+0.4%). In consideration of the

situation of the reference market, despite the Planning Agreement allowing higher fees to be

applied, ADR temporarily established to confirm the previous fees for 2013.

Security

Security activities (security checks on passengers and carry-on and checked baggage,

explosive detection checks, other security checks requested) generated revenues of 34.2 million

euro in the first half of 2013, up 5.3% compared to the same period of the previous year. This

result is related to the increased unit fees set by the Planning Agreement, which more than

offset the lower passenger traffic.

Centralised infrastructures

The management of centralised infrastructures, in consideration of the mentioned amalgamation

of some fees for centralised infrastructures within airport fees, recorded a turnover of 9.9 million

euro, decreasing by 49.0% compared to the previous year, due to:

revenues from baggage handling systems: down by 69.9% (service not separately charged

since March 9, 2013);

revenues relating to the “loading bridges”: 23.9% decrease due to both the fewer movements

and the new fee defined in the Planning Agreement, which is lower than the value applied

previously.

Other revenues

Revenues from aviation activities reached 14.6 million euro, down 3.0% compared to the

previous year:

assistance to passengers with reduced mobility (“PRM”), provided by ADR via a service

agreement entrusted to the subsidiary ADR Assistance: revenues of about 7.7 million euro, up

by 8.2% compared to the previous year, due to the different unit fees applied in 2012 (mainly the

increase in the euro unit fee from May 1, 2012 Fiumicino from 0.74 euro to 0.91); this effect is

partly mitigated by the reduction in passenger traffic;

passenger check-in desks: revenues, equalling 5.6 million euro, are rather unchanged (+1.3%)

compared to last year due to the combined effect of the reduction in outgoing flights and the new

methods of use which, being based on a maximum number of passengers to be accepted per

flight on the individual desks, encourage a more intense use of the infrastructure. This effect


29

was compounded from March 9, 2013 by the increase in the unit fees established by the

Planning Agreement;

other aviation revenues: equal to 1.3 million euro, consisting of revenues for the use of common

assets, luggage porters and left luggage, self-service trolleys, etc.. These revenues decreased

compared to 2012 (-46.4%) consequently to the cancelled application, from March 9, 2013, of

the fees to use common assets that, as mentioned above, were included in landing and take-off

fees.

Non-aviation activities

Non-aviation activities include real estate activities, commercial activities (sales, sub-

concessions and utilities, car parks, advertising) and other.

After the decision taken at the end of 2012 to valorise the car parks business through direct

management rather than the sale to third parties (as described in paragraph “Consolidated

economic and financial performance”), the contribution of the car parks business was

reclassified from item “Net income from discontinued operations/assets held for sale” to the

relevant items of continuing operations. Thus the revenues that in the Interim Report as at June

30, 2012 had been represented as royalties from sub-concessions and the instalments

contractually agreed, were reconfigured as revenues from the management of car parks for

passengers/airport operators and the instalments/royalties from sub-concessions to car hire

firms.

GRAPH 1. Economic performance of non-aviation activities (in millions of euro)

43.4

27.7

13.5

7.5

6.1

4.0%

-9.8%

-9.7%

-10.4%-100%

-

-8.6%

98.2

-23.5%

Sub-concession ofretail outlets

Real estatemanagement

Car parks Other revenues Advertising Canteen Total I HALF 2013


Non-aviation revenues decreased from 107.5 million euro in the first half of 2012 to 98.2 million

euro in 2013 (-8.6%). An analysis of the various business areas is reported below.


30

Commercial sub-concessions

Revenues of 43.4 million euro were recorded, with a 4% increase compared to the first half of

2012.

Commercial activities benefited from a favourable traffic mix linked to the growing extra-EU

component - typically with higher spending - compared to the domestic component. The

significantly improved security times recorded on average in the first half of the year compared

to the previous year also contributed to this growth by shortening lines and lengthening the time

available for shopping. The market factors and the more efficient control operations were

combined with business and marketing actions that have allowed an increase in the value of the

offer portfolio in terms of product segments and a rise in the average yield of the commercial

surfaces, to achieve sales results that are more than proportional to the traffic trend, despite the

unfavourable macroeconomic scenario. In detail:

Core Categories: the royalties generated by the retail outlets under sub-concession in favour of

LS Travel Retail Roma (formerly ADR Retail S.r.l.), a company of the Aelia group, equalled 13.1

million euro (-2.6%) compared to the reference period. These royalties were impacted by the

restructuring and extension works regarding the sales surfaces, which are expected to be

completed at the end of July 2013;

Specialist Retail: recorded revenues from royalties equal to 15.5 million euro, up by 6.1% in

absolute terms and 9.1% in terms of average revenue per passenger, thanks to the very positive

performance of the "Luxury", “Clothing” and “Electronics” segments (+11.1%, +29.2% and +48%

respectively, in terms of average revenue per passenger, despite the loss of surface in favour of

the Core Categories);

Food & Beverage: revenues equalled 10.9 million euro, growing by 5.4%, despite the numerous

restructuring activities conducted in the first half of the year (+8.4% for revenue per passenger).

The business benefitted from new openings and the new price list applied from March 1;

Other commercial activities: the passenger service activities recorded revenues equal to 3.9

million euro, rising by 17.8% compared to 2012 and by 21.2% in terms of unit revenues,

attributable essentially to the renewed current exchange activities and related contractual

conditions.

Real estate management

The revenues from real estate activities amount to 27.7 million euro (-9.8% compared to the

same period of the previous year), divided as so:

retail and other sub-concessions, deriving from fees and utilities: the turnover equalled 23.4

million euro, down 2.2% compared to the reference period. This trend is substantially attributable

to the decrease in the item “utilities” as a consequence of applying the mentioned Planning

Agreement according to which, from January 1, 2013, the charges incurred by Government

Authorities for utilities and for the services related to the premises used for tasks related to the

movement of aircraft, passengers and goods, are no longer refunded by such Authorities to

ADR, but are considered as costs admitted for tariff purposes; this effect was partly offset by the

adjustment of the sub-concession fees to the inflation trends;


31

other fees charged at Fiumicino and Ciampino, calculated on the volume of activities managed

(consideration on jet fuel, catering activities, hotels, car hire, car wash, fuel stations, etc.):

revenues equalled 4.3 million euro, decreasing by 37% compared to the first six months of the

previous year. This decrease is substantially attributable to the fact that these services are no

longer debited separately from March 9, 2013, owing to the new fees under the Planning

Agreement coming into force. The costs related to these activities have been channelled to the

new measurement of the landing and take-off fees.

Car parks

Revenues from the management of car parks (13.5 million euro) decreased by 9.7% compared

to the reference period. The reduction was higher than the trend of the potential customer

market, consisting of “outbound” passengers, which dropped by -3.8%, thus determining a

negative value in expenditure terms per passenger. In detail:

passenger car parking: revenues of 11.2 million euro (-11.9%) influenced by the mix of outbound

passengers, which saw a considerable decrease in domestic outbound passengers (-14.0%);

airport operator car parking: revenues equal to 2.3 million euro (+2.9%).

Advertising

The management of advertising spaces generated revenues of 6.1 million euro, down by 23.5%

overall compared to 2012, attributable to the persisting crisis in the sector and the reduction of

some areas available at Terminals for this activity.

Other revenues

Other assets, which include revenues for cleaning fees and biological wastewater treatment,

other sales (fuels, consumables, etc.), computer services, service activities, generated revenues

for 7.5 million euro, down by 10.4% compared to the reference period.

Since July 1, 2012, the management of canteens for airport operators is no longer carried out by

the Group but directly by the service supplier ADR provided spaces and equipment to by sub-

concession. In the first half of 2012 the Group had reported revenues from refreshments of 3.8

million euro.


32

Investments of the Group

After the approval of the Planning Agreement, the investments envisaged in the time schedule

started to be planned and created. The schedule takes into account the acceleration set by the

Decree of Approval of December 21, 2012. In the first half of 2013 investments amounted to:

TABLE 1. Details of the investments of the Gemina Group in the 1st half of 2013

(IN MILLIONS OF EURO)

1ST

HALF 2013 (*)

INVESTM. RENEWALS (**) TOTAL

Runway 2 - 16.5 16.5

Maintenance and optimisation work in the terminals 0.2 7.9 8.1

Works on baggage system and x-ray machines 0.6 2.8 3.4

Departure area E/F (Pier C and 3rd Bhs) 4.4 - 4.4

Fiumicino – electrical system maintenance - 3.9 3.9

Fiumicino – elec. network and air-con. maint. op. - 3.6 3.6

Improvements to runways and aircraft aprons 0.6 1.5 2.1

Runway 3 0 0.7 0.7

Fiumicino - discharge and water net. maint. op. 1.2 1.0 2.2

Ciampino – infrastructure upgrade works 0.1 1.0 1.1

Fiumicino – electromechanical system maintenance - 0.6 0.6

Departure area A 0.7 - 0.7

Airport access route improvements - 0.5 0.5

Fiumicino – civil engineering works maintenance (various

buildings)

- 0.6 0.6

Purchase of vehicles and equipment 0.2 - 0.2

Improvements to commercial and parking areas 0.2 - 0.2

Other 3.7 - 3.7

TOTAL 11.9 40.6 52.5

(*) including the works charged to the Civil Aviation Authority for 1.5 million euro

(**) these amounts are to be used by the renovation provision

On June 28, 2013, in compliance with the Planning Agreement, ENAC was sent the Airport

Development Plan (“PSA”), containing the Fiumicino Sud completion project, the Ciampino

extension plan (including the transformation into City Airport) and the Master Plan for Fiumicino

Nord, devised according to the methods of the international designing companies URS,

featuring optimised design choices.

The following important points were highlighted in the letter about the mentioned PSA

addressed to ENAC:

failure to issue the Interministerial Decree MATTM-MIBAC for environmental impact assessment

and failure to finalise the services conference for the urban approval on the Fiumicino Sud

completion project, with consequent delays on the subsequent activities and uncertainties as to

the overall timing of the project;

need to adjust the mechanism, set in the Planning Agreement, for the attribution to ADR of the

design costs, the various methods used in the procedure to approve the works introduced by the

Decree of December 21, 2012 on the approval of the Planning Agreement;


33

possible need to review the PSA in case of changing traffic volumes;

the validity of the commitments assumed by ADR subject to the effectiveness of the Planning

Agreement and consequently to the outcome of the appeals put forward by some carriers and

associations still pending at the competent legal authorities.

Illustrated below are the main investments for the various categories.

Runways and aprons At the end of January the works started for the upgrade of Runway 2. They were completed on

June 12, 2013, ahead of schedule, and the flight infrastructure was restored accordingly; works

on some taxiways will continue until November.

The works to replace the rain water collection grilles have continued. The works were completed

for the creation of a fuelling apron in the operating area for the means dedicated to de-icing

activities with the aim of increasing the time capacity of the service.

The apron upgrading works at the 700/800 quadrant and the Alfa taxiway were completed. The

projects to expand the 200 aprons and upgrade runway 3 were completed.

Terminals Preliminary works were completed for the inclusion to the site of the new front building of T3.

Concerning departure area F (Pier “C”), the underground area that connects Pier C with the

front of the building was completed; the works to complete the structure and the boarding towers

continued; works were started at the front of the building (demolitions, excavations and

temporary works).

The definitive design of the East Hub was started, which also includes the front building of T1,

the new pier at Departure Area A, the restructuring and extension of Departure Area C.

The works to repaint the exposed internal metallic ribs of the covering of Terminal 3 were

contracted.

The activities related to the "Smart Action" program started in September 2012 to improve the

image and the service rendered to passengers were continued at existing terminals. In

particular:

at the Terminal 3 departures, the works were completed to upgrade the security control area and

reorganise the passport control area;

the restructuring of 5 toilet facilities was completed, according to the latest standards adopted

(prior to the new Concept);

restructuring works are in progress concerning two “sample” toilet facilities, based on the new

concept adopted through international tender and to be completed by July; the restoration works

for the remaining 16 toilet facilities to be completed by the end of the year were contracted;

the works relating to the organisation of the Terminal 3 arrival area were started in February and

progress as scheduled, which envisage the decongestion of the hall of the Terminal by

expanding the spaces for operating activities and the circulation of passengers, making them

easier to use, through the movement and reconfiguration of the customs entry points, the

relevant offices and commercial spaces and the upgrading and renovation of restrooms both

land side and air side;


34

the granite paving of the departure hall and the mezzanine floor of Terminal 3 was upgraded;

the overall arrangement of the security points at terminal 1 was upgraded by increasing the total

number of x-ray machines available (20% rise from 17 x-ray machines used previously to the

current 20);

the security point at terminal 5 was upgraded to increase by 40% (from 7 to 10) the number of

the x-ray devices available to passengers;

more than 500 seats were added at the terminals and some deck chairs were included to

improve the level of comfort of waiting passengers;

near the check-in and security areas, 4 repacking areas were created, available to those

passengers who need to rearrange their luggage to respect the weight and dimension limits;

50% of the landing bridges at pier B (formerly national pier) were upgraded.

As part of ADR-RFI-Trenitalia project groups aimed at improving the service to passengers and

favouring train-airplane exchanges:

actions are being completed to improve, at terminals 1 and 3, the signs to direct passengers,

with particular reference to the exit route, baggage reclaim and transit halls, transportation and

external services such as trains, taxis, buses, rent a car and multilevel signs;

preliminary activities are being completed and the works to install Trenitalia automatic ticket

machines at Terminals 1 and 3 and a Trenitalia info desk at Terminal 3 with annexed ticket

office and train information monitors will be completed by July.

Systems The definitive design was completed of the new High Voltage / Medium Voltage transformation

electric sub-station.

A tender notice was published to purchase analysers for baggage liquid control in order to

comply with the obligations of partial liberalisation of liquid transport on board, starting from

January 2014.

The works were continued to draw water from the Tiber river for industrial use.

An order was issued and the supply of the components was started to replace a sorter at the

BHS baggage treatment system at Terminal 3.

Projects and supplies are in progress to replace and update some medium voltage electric

switch boxes and to repair/replace some generators to increase the overall reliability of the

Fiumicino electric power supply system.

The complete restructuring of the piers for departure area B was started.

The preliminary project for the People Mover was started and is being updated to connect the

terminal system with the Cargo City for the exact definition of the layout and the stations.


35

Infrastructure and buildings The preliminary design for the air side urbanisation of the Western Area was carried out,

concerning the re-protection of the SERAM area (dedicated to the suppliers of fuel for aircraft)

and the relocation of customs entry point no. 1.

The preliminary project was devised for the new parking area for airport operators at the East

area (landside) aimed at decongesting the central areas.

The areas for the works to upgrade the Bus Hub located the end of the Terminal 3 arrival road

were completed, with the aim of improving the usability of the area and the service to

passengers.

As part of ADR-RFI-Trenitalia project groups aimed at improving the service to passengers and

favouring train-airplane exchanges:

on the “Leonardo Express” (Roma Termini – Fiumicino) trains, information panels were installed

that show information on the Terminals used by the various airlines;

monitors were installed at the Roma Termini and Roma Ostiense stations that show information

on the flights; the monitors will be operational by July.

Research and development The Group did not carry out any research and development activities during the first half of

2013.

Human resources

As at June 30, 2013 the Gemina Group employed 2,509 people, recording an increase of 12.4%

compared to December 31, 2012. The change is due mainly to the increase in seasonal

personnel that is typical of the summer and the actions aimed at attaining the objectives stated

in the Service Charter (ADR Security +63 people and ADR Assistance +17 people). The Gemina

Group headcount on open-ended contracts as at June 30, 2013 equalled 1,885 people, with a

change of 10 people compared to December 31, 2012 (+0.5%).

The Group's average headcount equals 2,095.9 people in the first half of 2013, down by 238.8

people compared to the first half of 2012. This decrease is mainly due to the sale of ADR Retail

and the vehicle maintenance company branch (down 267.3 FTE employees), partly offset (up

28.5 FTE employees) by the increase in seasonal personnel that is typical of the summer, and

the actions aimed at attaining the objectives stated in the Service Charter (ADR Security and

ADR Assistance).


36

TABLE 1. Headcount data

U.M. 06/30/2013 12/31/2012

Group workforce (headcount) no. 2,509 2,232

Group workforce by title (headcount) 2,509 2,232

Executives no. 46 46

Managers no. 183 181

Employees no. 1,700 1,554

no. no. 580 451

Group workforce by company (headcount) 2,509 2,232

Gemina no. 1 1

ADR and subsidiary companies no. 2,504 2,227

Fiumicino Energia no. 4 4

Group workforce by type of contract (headcount) no. 2,509 2,232

Open-ended contracts no. 1,886 1,875

Fixed-term contracts no. 623 357

U.M. 1ST

HALF 2013 1ST

HALF 2012

Group workforce (average headcount) FTE 2,095.9 2,334.7

Group workforce by title (average headcount) FTE 2,095.9 2,334,7

Executives FTE 45.9 43.1

Managers FTE 181.1 184.8

Employees FTE 1,462.3 1,598.4

no. FTE 406.6 508.5

Group workforce by company (average headcount) 2,095.9 2,334.7

Gemina FTE 1.0 1.0

ADR and subsidiary companies FTE 2,090.9 2,329.7

Fiumicino Energia FTE 4.0 4.0

Passengers/Employees FTE n° 9,114.4 8,420.4

Training In the first half of 2013, in order to ensure the development of skills and define professional

routes that are in line with the requirements of the airport business, the Human Resources and

Quality Office managed the processes aimed at assessing managerial resources and supported

the development of the professional skills that are mostly connected with the service quality

objectives.

19 training and refresher courses were held, 10 of which entirely funded by Fondimpresa plans,

for 1,020 participants overall and a total of 11,790 hours of courses provided. Two training

courses in particular were held, which are dedicated to the personnel in charge of the Fiumicino

Terminal Services and ADR Security check operators, with the aim of improving the relations

with customers within the customer experience framework.


37

Service quality

“Copernico” project

To effectively and continuously meet the needs and expectations of customers and passengers,

in the first half of 2013, the programs defined within the “Copernico” project were implemented.

The project, started in the second part of 2012, envisages improvements in infrastructure and

the main operating processes.

In the first half of the year, the main actions mainly focused on:

the optimisation of check-in and baggage reclaim services, with the publication of the

carrier/handler performance and the creation of baggage re-packaging zones in the check-in

area;

public information by activating a specific Airport Helper program at Fiumicino and improving the

signs for both the access along the road to the airport and inside the Terminal to make the

passenger route clearer, with special reference to the transport from and to the city;

the cleaning of terminals and restrooms, with the introduction of the best concepts for restrooms

and the upgrade of the containers for the sorting of waste;

security activities by improving the dedicated instruments (e.g. lengthening of roller units) and

publishing information on the performance at security points and new customer-satisfaction

oriented personnel training programs.

In terms of infrastructure in particular, worth mentioning are the works to restructure the security

control area at T3, the requalification of the sidewalk near the departure area, the polishing of

the floor at Terminals 1 and 3 and departure area B. Switching to the LED technology for the

lighting of Terminal T3 is also to be mentioned. Comfort at the airport was improved by

increasing the number of seats and providing internet free of charge at the airport for 30

minutes. Special areas dedicated to children were created at the baggage reclaim area and, to

make the route easier to cover for families with children at the air side, 150 baggage carts fitted

with crib/baby chair were also provided. A great deal of attention was also devoted to improving

cleaning at airports with a program that, among other things, also included the washing of the

windows at the airports.

Service Charter

To guarantee the compliance with the service standards set for Rome airports, in the first half of

2013 the service levels provided to passengers continued to be monitored according to the

Quality Plan by carrying out about 20,000 objective checks. Passenger satisfaction levels and

the quality of the main services provided in particular were checked on a daily basis: check-in,

carry-on baggage checks, baggage reclaim and punctuality of departing flights.

At Fiumicino airport, the analysis of the overall performance of the quality levels highlights,

compared to 2012, a general improvement, except for the punctuality of departing flights . This


38

trend is the result of a large-scale program that started with the improvement of the service

standards set by the Service Charter of ADR for all of the main services supplied to passengers.

Improvement actions were taken on two fronts:

the control and stimulation action carried out towards the handlers was strengthened in terms of

compliance with the standards regarding baggage reclaim wait time and check-in procedures. In

the first half of 2013, 77 requests for fines were submitted to ENAC for non respecting the

airport standards, compared to 22 of the first half of 2012;

the processes related to the management of carry-on baggage security checks and clearing

contracts were further reviewed and improved.

At Ciampino airport, the analysis of the trend of the quality levels shows general compliance with

the indicators of the Service Charter.

TABLE 1. Main indicators Service Quality

U.M. 1ST

HALF 2013 1ST

HALF 20126 STANDARD

Fiumicino

Lines at national check-in desk, within 7 minutes % 95.5 94.8 90

Lines at international check-in desk, within 16 minutes % 89.7 83.9 90

Waiting time for carry-on baggage security checks, within 7 minutes % 90.2 65.5 90

Delivery of first bag from block-on by set time % 86.9 83.7 90

Delivery of last bag from block-on by set time % 90.9 87.4 90

Punctuality of departing flights (flights leaving with less than 15 minutes of

delay)

% 74.6 83.1 75

Ciampino

Lines at check-in desk, within 17 minutes % 89.7 98.4 90

Waiting time for carry-on baggage security checks, within 10 minutes % 98.4 92.3 90

Delivery of first bag from block-on by set time % 97.1 97.6 90

Delivery of last bag from block-on by set time % 98.6 99.3 90

Punctuality of departing flights (flights leaving with less than 15 minutes of

delay)

% 85.9 85.1 85

At both airports a constant improvement is recorded in particular as regards carry-on baggage

security checks, following the spin-off process.

6 Fiumicino and Ciampino: compared to the data published in the Interim Report as at June 30, 2012, the data of the first half of 2012 for check-in, security and baggage

reclaim processes was recalculated based on the standards (Service Charter) in force in 2013 to ensure data comparability.


39

Environment

In the period in question the maintenance and development of the Environmental Management

System (“EMS”) of Fiumicino and Ciampino airports continued according to plan.

In the month of June, the certification body Bureau Veritas performed the audit of the system,

certifying its compliance with the reference UNI EN ISO 14001 standards.

Energy consumption

The first half of 2013 featured energy savings of about 0.9%. Actions continued in the first half of

the year to adjust the set points and temperature of air conditioning systems and manage

billboards and lights as in 2012.

CO2 emissions

At Fiumicino airport ACI Europe issued the ACA - Airport Carbon Accredited (optimisation)

certificate for the two-year period 2013-2014. At Ciampino airport ACI Europe issued the ACA

(mapping) accreditation certificate or the two-year period 2013-2014. As usual ADR had its CO2

rights checked and certified according to the ETS scheme and returned 3,075 tonnes of CO2.

Waste production

The programme for the sorting of recyclable waste continued. At Fiumicino in particular, the

percentage of waste to be recycled was higher than 40%. At Ciampino airport the percentage of

sorted recyclable waste was about 5%.

Noise pollution

ADR continued airport noise monitoring activities at both airports in compliance with the specific

legal provisions. At Ciampino airport, compared to the limits defined for acoustic zoning, due to

a change introduced by ENAV to the take-off procedure, the areas where the limits are

exceeded were increased. Activities are being carried out to verify the additional actions to be

taken to reduce the acoustic impact. On part of the areas where the excesses were estimated

(for both Ciampino and Fiumicino), preliminary activities were carried out to identify the

properties falling within the critical area and which may be subject to acoustic redevelopment by

ADR.


40

Risk factors of the Gemina Group

The correct management of the risks inherent in performing the company's businesses is a

fundamental element for the Gemina Group to maximise opportunities and reduce the potential

losses associated to unexpected events, preserve the creation of economic value in the long-

term and protect the tangible assets and intangible interests of the stakeholders.

The Group's risk management system is divided over three levels of responsibility:

the Board of Directors outlines the guidelines of the risk management system, assesses their

suitability and identifies the key corporate figures;

the Internal Audit manager, appointed by the Board of Director, is responsible for checking the

suitability and effectiveness of the internal control and risk management system;

the Board of Statutory Auditors.

The management of the ADR Group ensures the general suitability of the system by

participating in its correct operation, also through suitable control and monitoring activities,

guaranteeing its effectiveness and efficiency over time and preventing irregularities.

The ADR Group has adopted a preventive approach to risk management, to direct choices and

activities of the management, with the belief that a suitable process of identification,

measurement, management and monitoring of the main risks contributes to guaranteeing that

the company is run smoothly, correctly and in line with the strategic objectives. The key

principles of the internal control and risk management system of the ADR Group are based on:

defining roles and responsibilities with the objective of creating synergies among the players in

the process and a suitable system of operating mandates that consider the nature, normal size

and risks of the individual categories of operations;

periodic and continuous repetition of the risk identification and assessment process, periodic

assessment of the effectiveness and efficiency of the company processes;

continuous monitoring of the internal control system carried out by the line management first,

and of the checks of the Internal Audit department to ensure the actual application of the

procedures and compliance with regulations in force;

segregation of duties and the compliance with suitable authorisation and decision tracking

processes;

a suitable protection of the assets of the organisation and access to data strictly necessary to

perform the assigned activities;

continuous supervision of periodic assessment activities and their constant updating.

During 2012, through various initiatives, a process was started to strengthen the internal control

and risk management system to emphasise the integration role of the mechanisms and figures

involved in risk identification and mitigation and envisage methods of coordination among these

subjects, with the aim of maximising the efficiency and reducing any redundancies. The system

strengthening project is also aimed at:

conveying an overall view of the company risks to analyse and compare risks of various nature,

progressively and with a view to updating the reference framework;

strengthen the risk management culture in the company processes by spreading a common

“language” and uniform tools/methodologies for the representation and management of risks.


41

As part of the first phase of the process, a general risk assessment activity was started, which is

aimed at assisting the organisation to enhance the ability to identify and assess the risks that

may jeopardise the effectiveness and efficiency of the company processes while identifying

actions to be implemented to strengthen the internal control system. In addition, this phase of

the process provided the management with a tool to evolve the risk and control culture in the

organisation, encouraging the empowerment of staff.

As part of the second phase of the process, started in the first half of 2013, the actions already

undertaken were continued and numerous and important initiatives were started, which

translated into a set of organisational and resource-enhancement measures as well as actions

on infrastructure and information systems.

These initiatives concerned various frameworks and areas of activity of the ADR Group and

were aimed at managing and mitigating the identified risks, which can be subdivided into the

four following categories: (i) strategic, (ii) operational, (iii) financial and (iv) compliance risks.

Summarised below are the risks broken down by categories as well as the main initiatives

started in the first half of 2013 to manage and mitigate the risks.

Strategic risks The strategic risk factors may significantly affect the long-term performance, thus determining

reviews of the Group's development policies.

Risks linked to the evolution of the air transportation market: the Group's economic results

are highly affected by the trend of air traffic which, in turn, is conditioned by the economic

scenario, the economic-financial conditions of the individual carriers, the alliances among the

carriers and the competition, on some routes, and alternative transport. The risk management

tools are: (i) short and long-term analysis of the competitive scenario, (ii) monitoring the trends

of the demand, (iii) investment program in close cooperation with the stakeholders, (iv)

diversification of the customers of the operating carriers.

Risks connected to dependence on Alitalia and other important carriers: the activity of the

ADR Group is significantly linked to the relations with some of the main carriers operating at the

Rome airport system, such as Alitalia, easyJet and Ryanair.

As for other sector operators, the possible decrease in or discontinuation of flights by one or

more of the mentioned carriers and the termination or change of the connections to some

destinations featuring a high passenger traffic may negatively impact the activity and the growth

prospects of the ADR Group and its results of operations and financial position.

In particular, Alitalia plays the role of hub carrier at Fiumicino airport. Although the market share

of Alitalia on Fiumicino (equal to about 45%) is lower than the incidence of the hub carriers in

some of the main European airports (Frankfurt 65%, Amsterdam 55%, London Heathrow 53%,

Paris CDG 50% and Madrid 47%), in case of reduced or interrupted operation of Alitalia, the

identification is uncertain – or the necessary time for the identification is unforeseeable – of

carriers that adopt the hub&spoke model to restore the transiting passenger volumes, with

repercussions on the overall traffic and economic performance of the ADR Group.


42

Finally, based on the indications by the press, Alitalia would be in a particular tense financial

situation, particularly in terms of liquidity. Should the difficult situation faced by Alitalia be

confirmed and even persist or worsen, repercussions on ADR’s activity and results of operations

and financial position could not be excluded.

Risks linked to image and reputation: a negative perception or poor publicity may undermine

the Group's public image and its “license to work”. The risk management tools are: (i) efficient

communication strategy, (ii) continuous dialog with the stakeholders, (iii) creation of the alliances

for the development of relations with the territory.

With reference to the main strategic risks, the initiatives taken concerned the analysis of the

possible scenarios and the business outlook of the carrier Alitalia. An external consultant was

commissioned to carry out a sensitivity analysis on the possible impact of these scenarios on

the traffic at Fiumicino airport, also by examining comparable situations at European level where

the discontinuity of the hub carrier was experienced. Internal initiatives included the review of

the organisation and structure in charge of developing aeronautical customers, with the

implementation of a Route Development Management model and the creation of a specific

structure arranged into four geographic areas for customer development: Asia, the Americas,

Middle East, Europe and Africa, with the addition of the cargo business.

Operational risks The operational risk factors are strictly connected to the performance of the company activities

and, though able to affect the short and long-term performance, do not imply significant

consequences on the strategic choices.

Risks linked to safety and security management: the occurrence of incidents means

negative consequences on the Group's activity and may also have repercussions on

passengers, local residents and employees. The risk management tools are: (i) safety

management system, (ii) progressive investments in safety and security (iii) staff training, (iv)

security standard control and monitoring.

Risks linked to the discontinuation of the activities: the Group's activities may suffer

discontinuation following: (i) strikes of its staff and that of airlines, the staff employed for air

traffic control services and public emergency service operators; (ii) incorrect and inaccurate

performance of services by third parties and (iii) adverse weather conditions (snow, fog, etc.).

The risk management tools are: (i) emergency plan and procedures, (ii) highly trained and

skilled staff, (iii) insurance policies.


43

Risks linked to human resource management: achieving Group objectives depends on

internal resources and the relations established with the employees. Unethical or inappropriate

behaviour by employees may have legal and financial consequences on company activities. The

risk management tools are: (i) optimal working environments, (ii) development programs for

talented people, (iii) continuous cooperation and communication with trade unions, (iv) Code of

Ethics; (v) 231 procedure.

Risks linked to dependence on third parties: airport operator activities depend on third

parties to a large degree such as, for example, local authorities, carriers, handlers, etc. Any

interruption of their activity or unacceptable behaviour by third parties may damage the

reputation and business of the Group. This risk is heightened by the condition of Fiumicino as

hub for the reference carrier, which is experiencing a delicate phase of reorganisation. The risk

management tools are: (i) constant updating of agreements with third parties, (ii) selection of

partners based on economic-financial and sustainability criteria, (iii) suitable contract

management.

The main activities started in the first half of the year include:

the completion of an important risk assessment project concerning the safety of operations both

air side and in the terminal area. As part of the project, a gap analysis was carried out that

targeted the excellence standards adopted at the “best in class” airports around the world and

the international regulations that guide the new regulatory provisions that will be soon introduced

in Italy. The analyses carried out highlighted the areas to be improved to achieve the best

international practices with a view to adjusting to the new national regulations coming into force

while contributing to mitigating the residual risk. In the improvement areas that have been

identified, upgrading actions and interventions have already been started by management with

regard to procedures and infrastructure;

several infrastructural works were also carried out at the terminals, the manoeuvring areas and

the aprons to improve the safety of those subjects and operators who use them, including fire

prevention/reporting interventions;

several initiatives were also taken to improve the service quality, putting passengers and their

satisfaction at the core of the corporate activities (i.e. Copernico, Occhiometro, ADR Welcome,

Info Desk, automatic ticket machines, monitors with information on trains and flights); such

initiatives have shortened the waiting times for passengers and the time needed for the

operators to pass the security points by improving the personnel structure and the dedicated

infrastructure.

Financial risks

Credit risk

This is the risk that a customer or the counterparty in a financial instrument fails to meet its

obligations, thereby causing a loss. As at June 30, 2013, the ADR Group’s maximum theoretical

exposure to this risk is the nominal value of the guarantees provided for third parties’ debt or


44

commitments, the carrying value of the financial assets shown in the financial statements and

especially trade receivables to customers.

For an analysis of the policies in place to control the investment in credits as well as the

particular situation of concentration deriving from the relationship with the main carrier Alitalia,

please see note 11 of the Condensed interim financial statements.

Liquidity risk

Liquidity risk occurs when the Group does not hold and finds it difficult to find the resources

needed to face future financial commitments.

The financial structure of the ADR Group is distinguished by a moderate incidence of the

financial leverage component, since net financial indebtedness at the end of the first half of 2013

is 3.0 times the EBITDA. Nevertheless, a substantial portion of the financial resources

generated by operations is absorbed by the debt service and, with a view to the future, by the

need to repay debt tranches coming due.

The current loan agreements in place require costs that change according to the rating issued

by Moody’s and Standard & Poor’s; the rating level also affects the application of stricter clauses

included in the "Security Package", which assists the agreements to guarantee the priority

allocation of the generated cash to service the debt. These additional measures are activated in

connection with the rating, but also in the case certain financial ratios do not exceed the

minimum levels previously agreed.

However, in case of temporary additional financial requirements for operations, in addition to

cash and cash equivalents, a revolving line of credit is available (currently not use) destined for

this purposes by contract.

After the repayment, as of the expiry date of February 20, 2013, of line A1 Romulus (500 million

euro), having used only 156 million euro of the new bank facility for 400 million euro made

available after signing the agreements in May 2012, and the consequent conversion of part of

the unused loan to increase to 150 million euro the pre-existing revolving line, there were no

additional deadlines for the repayment of the existing loans. Nevertheless, ADR has already

started, in the second half of the year, the activities needed to ensure the refinancing of the

tranches of debt falling due in February 2015 (tranche A2 and A3 of the Romulus loan, in

addition to the bank loan of 2012 for a total of 530 million euro) with the aim of finalising this

process at least one year before the set deadlines. At the same time the process was started to

refinance the revolving bank facility of 2012 to be finalised at the same time as the refinancing of

the facilities mentioned above.

Interest rate risk

The Group uses external financial resources. Changes in interest rates affect the cost of the

funds borrowed, with their effects on the amount of interest expense. To face these risks, the

Group uses interest rate swap to manage its exposure to unfavourable fluctuations in interest

rates.

See also note 11 of the Consolidated interim financial statements.


45

Exchange rate risk

This is linked to unfavourable variations in the exchange rate with consequent increases in the

outgoing cash flows. As far as commercial transactions are concerned, the Group bears a

negligible exposure to the risk as the transactions in extra-EU currencies are attributable to

some supplies of goods and services of an insignificant amount. The financial indebtedness,

expressed in currency other than the Euro (Tranche A4 in Pounds Sterling), was covered by a

currency swap in euro. See also note 11 of the Consolidated interim financial statements.

Risks related to outstanding loan agreements

Gemina

In 2011 the company signed a loan agreement for a maximum amount of 60.1 million euro with

expiry in December 2014 including 42.1 million euro regarding “Line A” and 18.0 million euro

“Line B revolving” allocated to cover future cash needs related to the company business.

The loan is backed by a senior pledge on a number of ADR shares representing at least 35% of

the share capital. The number of shares to be subjected is in any case calculated, and possibly

adjusted, each quarter depending on the trend of the Gemina share.

Gemina has undertaken the following commitments towards the UniCredit Group, in relation to

the financial indebtedness transferred by Sistemi di Energia S.p.A. to Fiumicino Energia as a

result of the spin-off:

maintaining the ratio of Net financial indebtedness/Shareholders’ equity at fair value at three or

less in the Fiumicino Energia financial statements;

issuing guarantees for 6 million euro and a pledge on 86.12% of the share capital of Fiumicino

Energia to guarantee the loans.

ADR

Rating

ADR and its debt are subject to assessment by Standard & Poor’s and Moody’s.

ADR’s rating was as follows in the 1st half of 2013:

Moody’s: on January 8, 2013, following the approval of the new Planning Agreement, the agency

placed ADR's rating under review for upgrade. On March 11, 2013 the agency Moody's restored

the rating on ADR debt in the Investment Grade bracket ("Baa3"), assigning a stable outlook.

The considerable improvement - by two notches - refers, as expressed by the agency in its

release, to the approval of the Planning Agreement, which finally gave the Company a clear and

stable regulatory framework as a fundamental prerequisite to implement the investment plan

and finalise the debt refinancing project ADR is committed to in the near future;

Standard & Poor's: on March 7, 2013 the agency, having positively assessed the stronger credit

profile of the company, owing to the considerable improvement of the financial situation and the

definitive approval of the Planning Agreement, increased ADR's long-term rating from "BB+" to

"BBB-", placing the company back in the "Investment Grade" bracket and assigning a positive

outlook.

The conditions that maintain the Trigger Event into force persist, which could be contractually

eliminated with an upgrade by another notch by both agencies. This regime imposes more

restrictive constraints for the company to manage the cash flows and investments. These


46

include: a) the obligation, as debt service dates approach, to allocate the residual cash available

to the repayment/collateralisation of repayable/non-repayable debt (so-called Cash Sweep), b)

prohibition to distribute dividends and c) obligation to identify, with the support of an external

consultant entrusted by lenders, the remedy measure to recover the minimum required rating.

However, on March 18, 2013, the financial creditors of ADR, in addition to qualifying the new

Planning Agreement as "Material Contract" according to the financial documentation in force,

excluding the application of the Cash Sweep in the Application Date of March 2013 and

approving the new investment plan attached to the Planning Agreement, allowed the elimination,

effective until March 2014, of any constraint to the implementation of the investment plan set by

the mentioned financial documentation.

Security Package: covenants

The structure of the current loan agreements reflects the need to guarantee a “pari passu”

regime for various loan facilities. ADR owes 700 million euro to a vehicle company - Romulus

Finance Srl - established pursuant to Law no. 130/99, which securitised a pre-existing bank loan

to ADR via a bond issue that, when issued, boasted the highest rating (AAA), thanks to the

guarantee on the insolvency risk provided by a specialized company (Ambac Assurance UK

Ltd). At the end of June 2013 ADR also owes 249.6 million euro to banks through agreements

with guarantees aligned to the same “Security Package” of the Romulus Finance bonds.

The Security Package consists of a set of guarantees and requires compliance to the principal

control covenants (defined on the basis of final and forecast data) which include: (i) Debt

Service Coverage Ratio (DSCR), measuring the ratio between available cash flow and debt

servicing; (ii) Concession Life Cover Ratio (CLCR), measuring the ratio between discounted

future cash flows and net indebtedness; and (iii) Leverage Ratio, that is the ratio between net

indebtedness and EBITDA. These ratios are checked twice a year, on two of the four dates

available to make the payments regarding the debt service (application dates) of March 20 and

September 20, by applying the calculation methods of the respective ratios to the relative data at

December 31 and June 30.

If the aforementioned ratios surpass certain levels, it may result in the distribution of dividends (if

surplus cash is available) and recourse to further indebtedness at higher levels; on the contrary,

in the event in which these ratios fall below certain levels, it may result in a trigger event or event

of default.

With reference to the most sensitive ratio to short-term changes, represented by the DSCR, the

table below summarises the different DSCR levels and the related consequences laid down in

the agreement.

LEVEL CONDITION

>= 1.7 Additional debt

>= 1.5 Distribution of dividends

< 1.25 Trigger event

< 1.1 Default


47

The closing figures at June 30, 2013 enable to confirm, based on the simulations made, that the

thresholds of the financial ratios set out in the loan agreements, to be formalised to the lenders

at the next application date in September 2013, were complied with.

Moreover, the loan agreements call for acceleration, termination and withdrawal conditions

typical for loans with similar characteristics.

Compliance risks The ADR Group operates in a sector that is highly regulated at domestic, EU and international

level.

Compliance with the Concession Agreement: the airport operator performs the activities

under a concession agreement, in compliance with a series of obligations whose non-fulfilment

may cause the termination or cancellation of the concession. The risk management tools are: (i)

respecting the obligations of the concession, (ii) cooperation with the reference authorities to

update the fee programs, (iii) transparency on the fee programs adopted, (iv) participation in

discussions with the government authorities responsible.

This compliance risk must be managed even more carefully at the time of disruption represented

by the approval of the new Planning Agreement.

Compliance with regulations regarding noise and the environment: the operator is obliged

to respect the national and international laws on respecting noise limits and environmental

protection. The risk management tools are: (i) respect of laws and regulations, (ii) cooperation

with the reference authorities for the definition of laws and regulations, (iii) implementing

activities to protect the environment.

Finally, it is worth mentioning that various areas concerned by environmental pollution risks

were reclaimed, a prevention program was started through infrastructural interventions (fencing

of the areas concerned, where possible, installation of surveillance cameras) and periodic and

regular inspections of the grounds were commenced.


48

Economic and financial performance of Gemina S.p.A.

Economic performance

TABLE 1. Economic position

IN MILLIONS OF EURO 1ST

HALF 2013 1ST

HALF 2012 ∆

Income (charges) on equity investments - - -

Net financial income (expenses) (1.1) (1.2) 0.1

Revenues 0.4 0.4 -

Operating costs (5.2) (2.0) (3.2)

Provisions - - -

PRE-TAX PROFIT (LOSS) (5.9) (2.8) (3.1)

Income taxes 1.3 0.6 0.7

PROFIT (LOSS) FOR THE PERIOD (4.6) (2.2) (2.4)

Net financial expenses

Net financial expenses decreased slightly (down 0.1 million euro) compared to the comparison

period.

Operating costs

The increase in operating costs compared to the first half of 2012 (+3.2 million euro) is

essentially attributable to the charges incurred in connection with the project of integration of

Gemina into Atlantia.

Profit (loss) for the period

The period closed with a loss of 4.6 million euro compared with a net loss of 2.2 million euro of

the same period of last year.

Financial performance

TABLE 2. Financial position

IN MILLIONS OF EURO 06/30/2013 12/31/2012 ∆

Equity investments 1,844.3 1,843.6 0.7

Net working capital 1.8 1.5 0.3

Provisions for risks, charges and employee severance indemnities (9.4) (9.4) -

NET CAPITAL INVESTED 1,836.7 1,835.7 1.0

Financed by:

Shareholders’ equity 1,795.5 1,799.0 (3.5)

Net financial indebtedness 41.2 36.7 4.5

TOTAL 1,836.7 1,835.7 1.0


49

Equity investments

They comprise the investments held in ADR for 1,836.6 million euro (increasing by 0.7 million

euro compared to the end of 2012) and in Fiumicino Energia for 7.7 million euro.

Net working capital

It equals 1.8 million euro, increasing by 0.3 million compared to December 31, 2012. This is

mainly attributable to the increased trade payables (1.4 million euro) in relation to higher

operating costs, partly offset by the rise in deferred tax assets (1.2 million euro).

Provisions for risks, charges and employee severance indemnities

Provisions for risks, charges and employee severance indemnities are in line with the reference

period.

Net capital invested

As at June 30, 2013 the net capital invested equalled 1,836.7 million euro, down by 1.0 million

euro compared to the end of 2012.


Shareholders’ equity reduced by 3.5 million euro as a result of the comprehensive income result

(-4.4 million euro, including the change in fair values of the derivatives), net of the increase in

shareholders’ equity reserves for 0.9 million euro regarding the fair value accrued in the period

of the options attributed to the Group’s employees.


Net financial indebtedness increased by 4.5 million euro, mainly due to the payment of operating

expenses and the costs related to the merger.

TABLE 3. Net financial position

IN MILLIONS OF EURO 06/30/2013 12/31/2012 (*) ∆

a. cash and cash equivalents 0.7 3.2 (2.5)

b. current financial assets 1.6 2.8 (1.2)

c. total current financial assets (a) + (b) 2.3 6.0 (3.7)

d. non-current financial assets 0.1 0.1 -

e. current financial liabilities (1.4) (0.5) (0.9)

f. current financial derivatives (0.1) (0.1) -

g. total current financial liabilities (e)+(f) (1.5) (0.6) (0.9)

h. non-current financial derivatives (0.4) (0.6) 0.2

i. non-current financial liabilities (41.7) (41.6) (0.1)

l. total non-current financial liabilities (h)+(i) (42.1) (42.2) 0.1

NET FINANCIAL INDEBTEDNESS (C)+(D)+(G)+(L) (41.2) (36.7) (4.5)

of which:

current net financial assets (c)+(g) 0.8 5.4 (4.6)

(°) for the purposes of better representing the economic and financial position, the fair value was reclassified from “current financial liabilities” to “non-current financial

liabilities”


50

Current financial liabilities

Current financial liabilities amount to 1.5 million euro and include 1.0 million euro of debt

effective on revolving line B.

Non-current financial liabilities

Total non-current financial liabilities amount to 42.1 million euro and include 41.7 million euro of

liabilities related to the loan contract stipulated with a pool of banks expiring in December 2014,

for a total amount of 42.1 million euro, calculated with the amortised cost method.

TABLE 4. Statement of reconciliation between the shareholders’ equity of Gemina and the consolidated

shareholders’ equity and the consolidated profit (loss) for the period

IN MILLIONS OF EURO SHAREHOLDERS’

EQUITY NET PROFIT

(LOSS)

Gemina shareholders’ equity and profit (loss) for the period 1,795.5 (4.6)

Cancellation of the book value of the Consolidated equity investments

and effects of the consolidation

(29.8) 14.5

difference between book value and pro-rata value of shareholders’

equity

(29.8) -

profit (loss) of consolidated companies, supplemented by the

consolidation effects

- 14.5

Write-off of impact of transactions performed between consolidated

companies

6.7 -

guarantees provided to subsidiary companies 6.7 -

Group shareholders’ equity and net profit (loss) for the period 1,772.4 9.9

Minority interests in shareholders’ equity and net profit (loss) for the period 45.1 1.3

Consolidated shareholders’ equity and profit (loss) for the period 1,817.5 11.2


51

OTHER INFORMATION


52

Corporate Governance

In the meeting of January 16, 2013, following the start of contacts with Atlantia S.p.A. (“Atlantia”)

to analyse the existence of the industrial, financial, economic and legal assumptions for a

possible corporate merger operation with the same Atlantia, the Board of Directors of Gemina

confirmed its intention to continue with the abovementioned analysis activities. The Board of

Directors, in the same meeting, also established the Independent Director Committee set under

art. 4.2. of the “Transactions with Related Parties Procedure” of November 12, 2010, appointing

Mr. Sergio Iasi as Chairman and Mr. Giuseppe Angiolini and Mr. Giuseppe Bencini as its

members. The Board also appointed Barclays Bank Plc and Unicredit S.p.A as advisors, for the

financial part, and Studio Chiomenti, for the legal issues to assist the Board of Directors in the

analysis and assessment of the feasibility of the transaction. Still with reference to the

assessment of the corporate integration between Gemina and Atlantia, the Independent

Directors identified Leonardo & Co (Banca Leonardo) and Credit Suisse as advisors. Likewise

the company appointed Bain & Company for the assessment of the Business Plan of the

Atlantia Group and BNP Paribas for the preparation of the “fairness opinion” on the transaction.

For an extensive description of the transactions and the motivations, please refer to the

Explanatory Report of the Directors of the merger project.

On March 8, 2013, the Board of Directors of Gemina and Atlantia approved the project to merge

Gemina and Atlantia and the documentation in preparation for the operation. The mentioned

resolutions were taken with the favourable opinion of the Independent Director Committees

established by the same companies according to the relevant Procedures for transactions with

related parties, given the interest of the companies participating in the merger in its conclusion

and the substantial advantage and correctness of the relevant conditions.

On March 11 ADR sent ENAC a notice to inform it about the merger in compliance with art. 3 of

the Planning Agreement, asking this Authority to acknowledge that the operation does not affect

the persistence of the requirements and the compliance with the obligations under art. 3 of the

Single Deed. On March 27, 2013, in reply to ADR's note of March 11, ENAC declared not to

have any “objection to the merger of Gemina and Atlantia, as the persisting requirements and

the compliance with the obligations under art. 3, par. 6” of the Planning Agreement are

guaranteed.

On April 30, 2013 the Shareholders’ meeting approved, in an extraordinary session, the project

to merge Gemina and Atlantia based on a share exchange ratio set at 1 newly issued Atlantia

ordinary share every 9 Gemina ordinary shares and 1 newly issued Atlantia ordinary share

every 9 Gemina savings shares. Consequently to the merger Atlantia will increase its share

capital for a maximum nominal value of 164,025,376 euro by issuing a maximum number of

164,025,376 new ordinary shares of a nominal value of 1 euro each.


53

Pursuant to the provisions of the Merger Agreement entered into between Atlantia and Gemina

on March 8, 2013, the finalisation of the merger was subject to the occurrence of certain

conditions precedents, which have all been satisfied as of today's date.

With communications made on April 29 and 30, 2013, Atlantia, in relation to the disclosure

obligations assumed with the Merger Agreements, informed Gemina that, in the criminal

proceedings no. 9147/2007 started by the Florence Prosecutor’s Office towards some members

of Autostrade per l’Italia S.p.A., the Ministry of the Environment joined the criminal proceedings

on March 26, 2013, claiming from the same Autostrade per l’Italia S.p.A. significant

compensation for environmental damages. It must be specified that Atlantia did not deem it

necessary to set provisions aside in the 2012 financial statements and in the quarterly report as

at March 31, 2013, and told Gemina it deems the claims for damages groundless.

On May 3, 2013 Gemina entrusted a specific panel of independent experts to assist it in all the

checks and analyses needed to allow the Board of Directors to assess any impact on the share

exchange ratio, as determined by the Board of Directors of Gemina and Atlantia on March 8,

2013, of the Ministry of the Environment joining the mentioned proceedings. The panel of

experts – comprising Mr. Francesco Mucciarelli, Mr. Luca R. Perfetti, Mr. Andrea Zoppini and

Mr. Alberto Prestininzi and the company Environ Italia S.r.l. – has been entrusted with

conducting an independent and autonomous assessment, with a quick turnaround, concerning

the legal issues (with special reference to the criminal, administrative and private-law aspects)

and technical issues (particularly regarding geological, chemical and environmental aspects)

connected with the mentioned criminal proceedings, and expressing a specific independent

opinion regarding the risk of negative outcome of the judicial case in question, with special

reference to the damage claims put forward by the Ministry of the Environment and the most

likely estimate of the damage, when not deemed to be groundless.

On June 20, 2013 the Board of Directors of Gemina, acknowledging the outcome of the

analyses carried out by its panel of independent Experts, subject to the compliance and

favourable opinion of the Board of Statutory Auditors issued according to the Gemina’s Related

parties’ procedure, deemed that the potential risk of negative outcome for Autostrade per l’Italia

does not require a review of the share exchange ratio approved by the relevant Shareholders’

meetings on April 30, 2013.

Moreover the Board, in consideration of the objective and undeniable uncertainty as to the

outcome of the dispute, also when considering the nature and extent of the claim put forward,

the time expected for the procedure to be settled and the necessarily limited nature of the

analyses conducted by the panel of Experts, has assigned the Chairman and Managing Director

the task of communicating with Atlantia to identify, in the interest of Gemina and all of its

shareholders, a legal form of protection that, though leaving the approved share exchange ratio

unaltered, is in any case suitable to neutralise any potential risks of reduction in the value of

Atlantia’s economic capital in case of adverse sentence.


54

To this end, on June 28, 2013 the Boards of Directors of Atlantia and Gemina approved a

supplementary clause to the Merger Project, which provides for the issue of “Conditional

assignment rights for ordinary shares of Atlantia 2013” to be granted to the holders of ordinary

shares and savings shares of Gemina at the time of assigning Atlantia shares.

Atlantia and Gemina consequently called the extraordinary meeting on August 8, 2013 in first

call and on August 9, 2013 in second call to resolve on the mentioned supplementary clause;

Gemina also called the special meeting of savings shareholders on August 7, 2013 in first call

and on August 8, 2013 in second call, to resolve on the same clause.

Gemina called the ordinary meeting to appoint a director on August 8, 2013 in first call and on

August 9, 2013 in second call.

It is finally highlighted that the shareholders’ agreement regarding Gemina and entered into

between Assicurazioni Generali S.p.A., Fondiaria-SAI S.p.A., Sintonia S.p.A., Mediobanca

S.p.A., UniCredit S.p.A. and Worldwide United (Singapore) pte. Ltd. was dissolved on April 30,

2013, when Gemina’s extraordinary shareholders’ meeting resolved to merge Gemina and

Atlantia.

Adjustments and amendments to the reference legal framework

Some provisions were issued during the first half of 2013 that concerned the regulatory

framework of the airport sector in general and ADR in particular.

On January 29, 2013 the Ministry of Infrastructure and Transport issued the "Guidelines to

define the national airport development plan”, which includes a proposal to identify the airports

of national interest. This deed will be forwarded to the Permanent State-Region Conference for

the necessary agreement and will be subsequently adopted with a special decree by the

President of the Republic. The Plan places Fiumicino airport within the Core Network-Ten-T, i.e.

the airports considered of “strategic importance at EU level”, while the Ciampino airport is

included in the Comprehensive Network, i.e. the airports that are “indispensable to ensure

territorial continuity”. The guidelines do not envisage the creation of new airports, thus including

Viterbo airport. The set investments will be allocated to upgrading the infrastructure at

Fiumicino.

With reference to the completion of the procedure to approve the investment plan 2012-2021

regarding Fiumicino Sud (about 2 billion euro), on January 31, 2013 a positive opinion with

provisions by the VIA commission was issued; on March 13, 2013 a positive opinion with

provisions by the Minister for Cultural Assets was issued; the interministerial decree for the final

authorisation by the ministers for the Environment and Cultural Assets has not been signed yet.

On July 17, 2013, ADR urged the competent ministers to rapidly approve this decree, which is

fundamental for the investments in the current airport site.


55

In February and March three Community Regulations were published, which amend the

Regulations in force on security checks for the liquids, aerosols and gels to take onboard

aircraft. The changes made introduce the obligation for the competent authorities, airlines and

airports, to provide passengers with suitable information concerning the screening of LAGS at

their airport. By June 30, 2013 the airports or the entity in charge of screening must inform the

competent authorities about the state of implementation of the provisions regarding the adoption

and use of equipment for checks on liquids, and by September 1, 2013 the member states shall

inform the Commission. The Regulation came into force on March 21, 2013.

With reference to the new Planning Agreement, 4 ordinary appeals and 4 extraordinary appeals

were notified to the President of the Republic in February 2013: all the appeals are expected to

be united, together with the ordinary ones, in the hearing scheduled for December 18, 2013. The

company is currently following up these appeals through its lawyers, as its involvement could

jeopardise the validity of the Planning Agreement approved on December 21, 2012 with Prime

Ministerial Decree and thus the plans to modernise and expand the Rome airport system.

Following the enforcement of Italian Legislative Decree no. 192 of November 9, 2012, regarding

the prevention of delayed payments in commercial transactions, and following the joint

clarifications given by the Ministries of Economic Development and Infrastructure and Transport,

with note of January 23, 2013, ADR shall set the term for the payment to 60 days in the

contracts stipulated in application of the Contract Code.

On April 29, 2013, the Lazio Regional Board approved the regional finance law for the year in

progress, which contains provisions regarding IRESA (Regional tax on aircraft noise) that,

effective from May 1, 2013 establish a tax to be borne by carriers at airports in the Lazio region,

to be paid to the airport management companies, which will periodically transfer it to the Region.

The tax levy expected for 2013 is 37 million euro; for 2014, the first year of full application, 55

million euro; according to the regulation, 10% of this income shall be transferred to the capital

and/or current expenditure account of the municipalities in the areas affected by airport noise, as

compensation to the resident population in order to curb acoustic and environmental pollution.

ADR is assessing the legitimacy of this measure in light of the various applications in the Italian

context. On June 25, 2013 it filed a report with the Antitrust Authority outlining the anti-

competitiveness aspects under art. 21 of law 287 of 1990 of the institution, on a regional basis,

of IRESA. A similar report was filed by Assaeroporti on the same day.

On June 28, 2013, ENAC informed ADR and other airport operators about an infraction

procedure started on May 30, 2013 towards Italy by the European Commission with reference to

the differentiation of landing and take-off fees between flights with EU and Extra-EU origin /

destination. On this point the Commission maintains that the Italian government did not fulfil the

obligations established by European Directive 12/2009/EC on airport fees as well as the

agreement on air transport reached with the European Union and the United States. Thus ENAC

informed the companies involved about the necessary actions that will be taken in order to

interrupt the infraction procedure and unify the abovementioned fees, subject to the principle of

economic neutrality for airport operators.


56

In consideration of the reminders formally served by ENAC, also after the start of infraction

procedure no. 4115/2013 by the European Commission, ADR, based on the outcome of the

board meeting held on June 26, 2013, will bill, starting from July 1, 2013, the airport fees for the

flights to and from the territory of the Swiss Confederation according to the amounts set for EU

flights.

Ministerial Decree of March 20, 2013, published in the Official Gazette (no. 92) of April 19, 2013,

reports the new operating methods of the Waste tracking system (“SISTRI”). The deadline of

October 1, 2013 was set in particular for the obligation to adhere to the SISTRI for the producers

of hazardous waste with more than 10 employees as well as waste transport, treatment,

intermediation and trade companies. Until the expiry of the term of thirty days from the date of

the SISTRI coming to force according to the abovementioned Decree, the provisions and

obligations of articles 190 (waste loading and unloading registers) and 193 (compilation of the

form accompanying the waste for its transport) of Legislative Decree 152/2006 will continue to

apply.

Legislative Decree no. 69 of June 21, 2013 (so-called Decree “of doing”), applied from June 22,

2013, repealed the joint and several fiscal responsibility for contracts and the joint and several

responsibility of the contractor for the payment to the tax authorities of the withholding tax on the

income from employment and the valued added tax due by the subcontractor in connection with

the services provided as part of the subcontracting agreement.

With Decree of March 14, 2013 of the Ministry of Defence, published in the Official Gazette of

June 10, 2013, a measure was adopted that envisages the disposal and transfer of assets that

form part of government land used for military aviation located at Ciampino airport (Rome),

pursuant to article 693, third paragraph of the Navigation Code and acquisition by the same

airport of the legal status of civil airport open to civil traffic. The assets were conferred to ENAC

for use free of charge to be then transferred to ADR. The activities carried out by the Technical

Panel comprising ENAC, the Air Force, ADR and ENAV are aimed at identifying the elements to

be transferred to ADR in the cadastral register.

Intercompany relations and transactions with related parties

Intercompany relations Relations between the Parent Company and its subsidiaries and associates are governed at

market terms and conditions, taking account of services rendered. In particular:


57

loans to Fiumicino Energia pursuant to the contract stipulated on December 4, 2009 and on

June 8, 2010, for a total amount of 4 million euro which, as at June 30, 2013 amounted to 1.5

million euro, disbursed upon request in the form of a giro account;

agreement for the provisions of services by ADR to Gemina within the company’s business,

legal, administrative and control activities, purchasing, IT, general services and domiciliation;

re-debiting of staff costs to and from ADR.

Tax consolidation agreements with ADR, ADR Tel, ADR Engineering, ADR Sviluppo S.r.l., ADR

Assistance, Fiumicino Energia and Leonardo Energia for the period 2010-2012, were not

renewed in 2013.

Transactions with Related Parties During the first half of the year no significant transactions or transactions that significantly

affected the Group's financial position or results took place. The transactions listed below did not

undergo any change or development that had a significant effect on the Group's financial

position or results.

As regards the Parent Company Gemina, reference should be made to:

the loan stipulated on August 30, 2011 for a total of 60.1 million euro of which 18.0 million euro

as revolving line, which includes the equity investment of Mediobanca and Unicredit as financing

banks together with a pool of another five banks with equal shares;

a fixed-term current account contract in favour of Mediobanca, established for the settlement of

cash flows as part of the loan transaction;

surety of 4.0 million euro in the interest of subsidiary Fiumicino Energia to guarantee the

fulfilment of obligations deriving from the lease contract entered into with UniCredit Leasing

S.p.A. (“Unicredit Leasing”);

guarantees for a maximum of 2 million euro in the interest of subsidiary Fiumicino Energia to

guarantee the fulfilment of obligations deriving from the loan agreement entered into with

Unicredit;

subscription of a joint deed of pledge on a share equal to 86.12% of the share capital, held in

Fiumicino Energia as guarantee of all receivables deriving from the lease agreement entered

into with Unicredit Leasing;

assignment to Unicredit of the role of financial advisor as part of the process of merger with

Atlantia S.p.A.

With regard to ADR and its subsidiaries, the following is worth noting:

Autogrill S.p.A. (indirect subsidiary of Edizione S.r.l. which, indirectly, holds an interest in

Gemina) and WDFG Italia S.r.l. (subsidiary of Autogrill S.p.A.): revenues derive from retail sub-

concessions, royalties, utilities, car parks and sundry services;

Telepass (indirect investee of Edizione S.r.l. which, indirectly, holds a sufficient interest in

Gemina): incurring costs linked to the Telepass system introduced at ADR car parks;


58

Mediobanca: several relations exist in connection with the role played by the latter in existing

loan agreements. The role of Security Agent representing all of ADR's creditors and of

Administrative Agent must be highlighted, in addition to being the holder of an escrow account

called the Debt Service Reserve Account. Moreover the bank is part of the pool of eight

financing banks that have granted the Term Loan facility (156 million euro) and the Revolving

facility (150 million euro) to ADR, and has entered into an interest rate swap contract with ADR

for a notional capital of 25.3 million euro. ADR incurred towards the bank costs regarding

interest, bank commissions, reimbursement of expenses, etc.;

Unicredit S.p.A.: several relations exist in connection with the role played by Unicredit S.p.A. in

existing loan agreements. Worth mentioning in particular is the role played by Unicredit Group

as holding bank (Account bank) for the current accounts of ADR (“Debt Service Account”,

“Interim Proceeds Account”, “Recoveries Account” and “Loan Collateral Account”), regulated by

the loan agreements, and some companies in the ADR Group. Moreover the bank is part of the

pool of eight financing banks that have granted the Term Loan facility (156 million euro) and the

Revolving facility (150 million euro) to ADR, and has entered into an interest rate swap contract

with ADR for a notional capital of 25.3 million euro. ADR recorded revenues for the sub-

concession of spaces and incurred costs, mainly account charges;

Regarding Fiumicino Energia and Leonardo Energia:

loan granted by UniCredit for the financial coverage necessary for the construction of civil

engineering works of the co-generation power plant in Fiumicino, for an original aggregate

amount of 2.0 million euro;

finance lease for the construction of the co-generation power plant, entered with Unicredit

Leasing, for a financed amount of 18.0 million euro.


59

Subsequent events

Traffic trends in the first seven months of 2013 In the period January 1 – July 31, 2013 the Rome airport system recorded a 2.7% decrease in

passengers due to the drop in the domestic segment (-9.0%); international passenger volumes,

on the other hand, were substantially confirmed (+0.3% with EU -0.8% and Extra-EU +2.3%; EU

-1.6% and Extra-EU +3.9%, respectively, thus neutralising the effect of the passage of

Switzerland and Croatia from Extra-EU to EU countries on July 1, 2013).

TABLE 1. Main traffic data of the Rome airport system

JAN-JULY 20137 JAN-JULY 2012 Δ%

Movements (no.) 202,134 213,070 (5.1%) Fiumicino 174,181 181,346 (4.0%)

Ciampino 27,953 31,724 (11.9%)

Passengers (no.) 23,329,992 23,968,600 (2.7%)

Fiumicino 20,734,025 21,231,231 (2.3%)

Ciampino 2,595,967 2,737,369 (5.2%)

of which: boarded 11,600,432 11,906,712 (2.6%)

Fiumicino 10,305,357 10,541,620 (2.2%)

Ciampino 1,295,075 1,365,092 (5.1%)

Cargo (tonnes) 88,613 88,340 0.3%

Fiumicino 78,654 78,059 0.8%

Ciampino 9,959 10,281 (3.1%)

Fiumicino

In the period January 1 – July 31 the drop in passengers (-2.3%) was also combined with a

drop in the capacity offered in terms of aircraft movements (-4.0%), tonnage (-3.8%) and seats (-

5.0%). This trend consequently led to an increase in the load factor (+1.9%), which stood at

72.5%. The decreasing passenger traffic is attributable to the losses of the domestic segment (-

8.8%), which continues to negatively affect the overall performance of the airport; international

traffic, on the contrary, recorded an increase in passengers (+0.9%), with a 1.9% rise in the

Extra-EU component and a substantially unchanged EU traffic (+0.2%) in the same period of

2012.

Passenger traffic dropped by 2.7% in July 2013, consequently to the decrease recorded in both

the “Other carriers” component (-4.3%) and the Alitalia component (-0.8%). A drop was recorded

in Domestic (-5.8%) and Extra-EU (-11.0%) volumes, compared to the 5.5% rise in EU traffic;

both the EU and Extra-EU performance was partly affected by Switzerland and Croatia changing

their status from Extra-EU to EU countries (from July 1, 2013): when sterilising the comparison

from this effect, the results would have been -0.3% for the EU segment and -2.8% for Extra-EU

segment.

In terms of network development, worth mentioning at Fiumicino, also in July, is the departure of

the new Darwin Airlines flight to Bolzano (reopening the route interrupted in November 2012 and

operated by Air Alps) and Alitalia flight to Djerba (seasonal flight) as well as the increased

7 Provisional data


60

frequency operated by Aerolineas Argentinas to Buenos Aires, by China Airlines to Taipei and

Alitalia to Rio de Janeiro.

Ciampino

The progressive traffic as at July 31, 2013 resulted in a 5.2% loss in passengers and an 11.9%

drop in movements; the sharpest drop in the number of the movements is mainly due to the

negative performance of the “non commercial” segment (-16.9%), which includes the general

aviation flights, ferry flights and anything that is “unscheduled”.

In July, as in the previous summer months, the airport recorded a growth of passenger traffic

(+5.2%), which was also accompanied by an increase in seats (+2.2%), against a reduction in

aircraft movements (-12.5%).

Other significant events On July 1, 2013, ADR started a public tender procedure to entrust the management of the

advertising activities at the Rome airport system. The procedure, open to the specialised

operators of a suitable size and with a significant presence in the international airport market, is

aimed at selecting a subject to entrust with the design, development, operating and commercial

management of the advertising spaces located in the international airports “Leonardo da Vinci”

in Fiumicino and “Giovan Battista Pastine” in Ciampino, on a long-term sub-concession basis

starting from January 1, 2014.

On July 19, 2013, ADR sent a note to the European Commission against the application of the

regional tax on aircraft noise (IRESA) by the Lazio regional board, asking the Italian authorities

to intervene to obtain the abolition of, or at least a drastic cut to, the tax; in the hypothesis of the

Italian authorities not confirming their firm commitment to the repeal of the tax in question, the

Commission was also requested to promptly start an infraction procedure pursuant to art. 258 of

the EU treaty. ADR in particular highlighted the “operating restriction” nature of the IRESA

pursuant to Directive 2002/30/EC and its incompatibility at various levels with other community

legislation, possibly resulting in discriminatory and restrictive effects on aircraft circulation,

airport operators and passengers.

Relating to the appeals put forward by Lufthansa (and others), Consorzio Airport Cargo (and

others), Consulta (and others) against the ADR / ENAC planning agreement and the related

Prime Ministerial Decree of approval, and following the objection of ADR to the extraordinary

appeals to the Head of State promoted previously by the same appellants, Sect. III Ter of Lazio

Regional Administrative Court has scheduled the council meeting to deal with the suspension

claim for August 28, 2013. For the appeal put forward by AICAI (and others), also referred to

Sect. III Ter, the council meeting was set for August 29, 2013. The administrative judge is

expected to join also these appeals with the related hearing set for December 18, 2013, to deal

with the other appeals with the same subject.


61

On July 3, 2013, Alitalia presented the new strategic plan that also focuses on redefining Alitalia

and AirOne as part of the supply of short-medium distance flights, the development of

intercontinental flights and the greater operating integration with the airports and with the rail

transport offer. The envisaged actions include the re-Hubbing process at Fiumicino, with a

significant increase in the aircraft based at the airport, to be implemented starting from next

October with the 2013-2014 winter timetable. The prerequisites of a financial nature to

implement the plan are confirmed, highlighting the need to increase by 55 million euro the

convertible shareholder loans and an additional increase of 300 million euro in the financial

resources by December 2013.

Business outlook

All the official sources confirm a situation of economic weakness for Italy, persisting throughout

2013 and a slowdown in the main European markets. This economic scenario is expected to

affect traffic volumes in 2013, which are in any case constantly monitored by the Group in order

to undertake even more significant reactive measures in case of even more drastic drops in

activity levels or a worsening of the situations of specific carriers. The short-term evolution of

Alitalia in particular will be monitored, for which great concerns persist in relation to the financial

situation shown by the same company.

ADR will continue to pursue its strategy of development of its relationships with intercontinental

carriers and destinations, particularly for the geographic areas with greater growth potential; it

will also proceed with the parallel consolidation of the current supply of short-medium distance

flights to premium destinations and the start of new routes currently not serviced.

After the approval of the Planning Agreement, the Group is increasingly focused on the

implementation of the Investment Plan and the improvement of the service quality while paying

the utmost attention to monitoring the results and optimising costs.

Alongside the development of the new Infrastructural Plan, the Group will continue its search for

maximum efficiency in managing its core business, trying to develop activities that are currently

only limited valorised.

For 2013, notwithstanding additional worsening of the traffic trend or operating discontinuity of

the main carriers, compared to 2012, EBITDA is expected to improve mainly due to the fee

increases applied from March 9, 2013, the greater financial commitments relating to the growing

investments as well as the effects of the new legislation concerning payment terms coming into

force.


62


63

Condensed interim financial statements

CONSOLIDATED ACCOUNTING STATEMENTS 65

EXPLANATORY NOTES 72 Note 1 General information 73

Note 2 Form and content of the Condensed interim financial statements 73

Note 3 Accounting standards applied 74

Note 4 Consolidation area, criteria and methods 76

Note 5 Discontinued operations 76

Note 6 Concession agreement 77

Note 7 Information on the items in the consolidated income statement 77

Note 8 Information on the items of the consolidated statement of financial position 83

Note 9 Guarantees and major covenants on payables 96

Note 10 Categories of assets/liabilities IAS 39 99

Note 11 Information on financial risk 101

Note 12 Guarantees and commitments 103

Note 13 Other information 104

List of equity investments 111

Certification of the Condensed interim financial statements in accordance with art. 154 bis of

Italian Legislative Decree 58/1998 and with art. 81-ter of Consob Regulation no. 11971 of

May 14, 1999 and subsequent amendments and additions 113

INDEPENDENT AUDITORS’ REPORT 114


64


65

CONSOLIDATED ACCOUNTING STATEMENTS


66

Consolidated Income Statement

(IN THOUSANDS OF EURO) NOTES 1ST

HALF 2013

OF WHICH DUE TO RELATED

PARTIES 1

ST HALF 2012

(°)


PARTIES

Revenues from airport management 301,159 5,378 258,648 5,857

Construction services 8,917 7,554

Other income and revenues 3,190 2,262 11

Revenues 7.1 313,266 5,378 268,464 5,868

Consumption of raw materials and consumables 7.2 (13,475) (15,759)

Staff costs 7.3 (57,039) (55,350)

Costs of construction services (7,172) (7,084) (200)

Other operating costs 7.4 (79,402) (719) (67,677) (1,755)

Amortisation, depreciation and write-downs of fixed assets 7.5 (53,479) (53,455)

Allocations to system renovation provisions 7.6 (38,382) (21,808)

EBIT 64,317 4,659 47,331 3,913

Financial income (expenses)

Financial income: 7.7

Interest income 656 461 876 593

Income on derivatives 581 581 8,795 8,791

Exchange gains 12,397 177

Other income 60 42

Financial expenses: 7.8

Interest expense (25,888) (253) (35,378) (517)

Expenses on derivatives (14,620) (14,353) (2,555) (1,722)

Exchange losses (2) (9,094)

Other expenses (7,624) (50) (6,900) (53)

Total financial income (expenses) (34,440) (13,614) (44,037) 7,092

Income (charges) on equity investments 7.9 (32) (20)

Pre-tax profit (loss) on continuing operations 29,845 3,274

Tax revenues (charges) 7.10 (18,669) (11,109)

Profit (loss) on continuing operations after tax 11,176 (7,835)

Net income from discontinued operations/assets held for sale 7.11 - 1,213

Profit (loss) for the period 11,176 (6,622)

Profit (loss) attributable to minority shareholders 1,232 746

Profit (loss) for the period attributable to the Group 9,944 (7,368)

Net earnings per share (euro): 7.12 0.007 (0.005)

from current assets 0.007 (0.006)

from discontinued operations/assets held for sale - 0.001

(°) As specified in note 2, some of the amounts in this column do not correspond to those in the condensed consolidated interim

financial statements as at June 30, 2012


67

Consolidated Statement of Comprehensive Income

(IN THOUSANDS OF EURO) 1ST

HALF 2013 1ST

HALF 2012 (°)

Consolidated profit (loss) for the period 11,176 (6,622)

Profit (loss) from actuarial valuation of employee

benefit funds 510 (673)

Tax effect (140) 185

Total other components of the comprehensive income

statement that will not be subsequently reclassified in

the profit (loss) for the period, net of the tax effect 370 (488)

Profit (loss) from fair value measurement of financial

instruments of cash flow hedge 18,166 (6,241)

Tax effect (4,996) 1,716

Total other components of the comprehensive income

statement of the period, net of the tax effect and the

reclassifications of profits (losses) of the period 13,170 (4,525)

TOTAL CONSOLIDATED COMPREHENSIVE INCOME

(LOSS) FOR THE PERIOD 24,716 (11,635)

of which

Group 22,936 (12,182)

Minority shareholders 1,780 547

(°) As specified in note 2, some of the amounts in this column do not correspond to those in the condensed consolidated interim

financial statements as at June 30, 2012


68

Consolidated Statement of Financial Position

Assets

(IN THOUSANDS OF EURO) NOTES

06/30/2013


PARTIES 12/31/2012 (°)


PARTIES

Non-current assets

Airport management concession 2,698,756 2,742,260

Airport management concession – investments in

infrastructure in concession

470,648 470,139

Other intangible fixed assets 4,605 3,728

Total intangible fixed assets 8.1 3,174,009 3,216,127

Plant and machinery 5,143 6,308

Fixtures and fittings tools and other equipment 887 1,034

Construction in progress and advances 181 84

Other tangible fixed assets 1,738 1,847

Total tangible fixed assets 8.2 7,949 9,273

Other equity investments 8.3 2,225 2,257

Deferred tax assets 8.4 143,180 137,375

Other non-current assets 8.5 26,564 26,573

Other non-current financial assets 8.6 522 16 9,666 32

TOTAL NON-CURRENT ASSETS 3,354,449 16 3,401,271 32

Current assets

Inventories 8.7 2,458 2,363

Contract work in progress 8.8 274 359

Trade receivables 8.9 205,986 1,342 171,596 1,712

Other receivables 8.10 15,165 129 13,659 59

Current tax assets 8.11 9,393 11,958

Other current financial assets 8.12 26,489 24,918 45,704 43,419

Cash and cash equivalents 8.13 115,190 86,224 397,742 169,085

TOTAL CURRENT ASSETS 374,955 112,613 643,381 214,275

Assets held for sale - -

TOTAL ASSETS 3,729,404 4,044,652

(°) As specified in note 2, some of the amounts in this column do not correspond to those in the consolidated financial statements as

at December 31, 2012.


69

Shareholders’ equity and liabilities

(IN THOUSANDS OF EURO) NOTES 06/30/2013


PARTIES 12/31/2012 (°)


PARTIES


Share capital 1,472,960 1,472,960

Own shares (1,278) (1,278)

Capital reserves 199,707 199,707

Hedging reserve (35,838) (48,475)

Other reserves 82,016 80,809

Profit (loss) from previous years 44,890 (148,831)

Profit (loss) for the period 9,944 193,721

Group Shareholders’ Equity 1,772,401 1,748,613

Minority shareholders in capital and reserves 43,879 33,051

Minority interest in profit (loss) for the period 1,232 10,265

Minority interest in Shareholders’ Equity 45,111 43,316

TOTAL SHAREHOLDERS’ EQUITY 8.14 1,817,512 1,791,929

Non-current liabilities

Employee benefits 8.15 20,380 21,431

Provision for risks and charges – beyond 12 months 8.16 268,133 268,420

Provision for restoration charges – beyond 12 months 8.17 159,023 170,584

Financial indebtedness net of current share 8.18 283,164 50,912 139,793 11,874

Outstanding bonds 8.19 614,889 626,639

Financial instruments - derivatives 8.20 126,596 126,181 132,953 130,260

TOTAL NON-CURRENT LIABILITIES 1,472,185 177,093 1,359,820 142,134

Current liabilities

Trade payables 8.21 141,136 108 110,682 476

Current tax liabilities 8.22 14,240 4,803

Current financial liabilities 8.23 13,875 949 526,488 730

Provisions for risks and charges – within 12 months 8.16 23,798 24,791

Provisions for restoration charges – within 12 months 8.17 113,620 97,055

Financial instruments – derivatives 8.20 456 185 197

Other current liabilities 8.24 132,582 128,887

TOTAL CURRENT LIABILITIES 439,707 1,242 892,903 1,206

Liabilities held for sale - -

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 3,729,404 4,044,652


at December 31, 2012


70

Statement of Consolidated Cash Flows

(IN THOUSANDS OF EURO) 1ST

HALF 2013 1ST

HALF 2012

Profit (loss) for the period 11,176 (6,622)

Amortisation and depreciation of tangible and intangible fixed assets 53,479 53,342

Increase (decrease) of employee severance indemnities and other provisions 1,663 2,536

(Increase) decrease in deferred/prepaid tax liabilities (14,426) (8,790)

Allocations to system renovation provisions, including financial expenses 45,651 27,886

Operating profit (loss) before changes in working capital (operating cash

flow - FFO)

97,543 68,352

(Increase) decrease in inventories of contract work in progress 85 104

(Increase) decrease in trade receivables (34,389) 9,779

Increase (decrease) in trade payables 30,453 1,992

Increase (decrease) in other current non financial liabilities (assets) 14,098 21,178

Total changes in working capital 10,247 33,053

Total cash and cash equivalents generated (absorbed) by operations 107,790 101,406

Statement of cash flows from investment activities

Airport investments and changes in tangible and intangible fixed assets (50,684) (17,863)

Changes in other items in non-current non financial assets and liabilities 40 (2,390)

Total cash and cash equivalents generated (absorbed) by investment (50,644) (20,253)

Statement of cash flows from financing activities

(Increase) decrease in financial receivables 19,111 (5,751)

Increase (decrease) in financial payables (10,197) (10,851)

Raising of medium/long-term bank payables 156,000 -

Repayment of medium/long-term bank payables (505,479) (70,918)

Other changes in shareholders’ equity (including purchase of own shares) 867 (1,218)

Total cash and cash equivalents generated (absorbed) by financing

activities

(339,698) (88,738)

Net increase (decrease) in cash and cash equivalents (282,552) (7,585)

Cash and cash equivalents at the beginning of the period 397,742 180,196

Cash and cash equivalents at the end of the period 115,190 172,611

Cash and cash equivalents connected to activities held for sale - (12,601)

Cash and cash equivalents on continuing operations 115,190 160,010

Additional information to the statement of cash flows

Income taxes paid 20,807 -

Interest income and other financial income collected 918 712

Interest payable and other financial expense paid 37,068 49,580


71

Statement of Changes in Consolidated Equity

(IN THOUSANDS OF EURO)

SHARE

CAPITAL OWN

SHARES CAPITAL

RESERVES HEDGING RESERVE

OTHER RESERVES

PROFIT (LOSS) FROM

PREVIOUS YEARS

PROFIT (LOSS) FOR THE PERIOD

SHAREHOLDERS’ EQUITY

GROUP

MINORITY SHAREHOLD

ERS IN CAPITAL

AND RESERVES

TOTAL SHAREHOLDERS’ EQUITY

Balances as at

12/31/2011

1,472,960 - 199,707 (41,577) 83,106 (134,044) (14,787) 1,565,365 33,478 1,598,843

Effect of adopting new

standards (IAS 19

revised)

(342) (342) (15) (357)

Balances as at 1/1/2012 1,472,960 - 199,707 (41,577) 82,764 (134,044) (14,787) 1,565,023 33,463 1,598,486

Transactions with

shareholders

Allocation of results

as at December 31,

2011

(14,787) 14,787

Purchase of own

shares

(1,278) (1,278) (1,278)

Valuation of stock

option plans and

other movements

95 95 (34) 61

Total comprehensive

income for the period

(4,347) (467) (7,368) (12,182) 547 (11,635)

Balances as at

06/30/2012

1,472,960 (1,278) 199,707 (45,924) 82,392 (148,831) (7,368) 1,551,658 33,976 1,585,634

Balances as at

12/31/2012 (°)

1,472,960 (1,278) 199,707 (48,475) 80,809 (148,831) 193,721 1,748,613 43,316 1,791,929

Transactions with

shareholders

Allocation of results

as at December 31,

2012

193,721 (193,721)

Valuation of stock

option plans and

other movements

852 852 15 867

Total comprehensive

income for the period

12,637 355 9,944 22,936 1,780 24,716

Balances as at

06/30/2013

1,472,960 (1,278) 199,707 (35,838) 82,016 44,890 9,944 1,772,401 45,111 1,817,512


at December 31, 2012.


72

EXPLANATORY NOTES


73

Note 1 General information

The Gemina Group is mainly engaged in the management of the concession for the creation

and management of the airport system in Rome, made up of the “Leonardo da Vinci” Airport of

Fiumicino and the “G. B. Pastine” Airport of Ciampino.

The Parent Company Generale Mobiliare Interessenze Azionarie S.p.A. (hereafter also

“Gemina” or “Company”), whose shares are listed on the Milan Stock Exchange, operates as an

investment holding company with the mission of developing financial and growth strategies in

the airport infrastructure sector, and does not play a direct operating role. The Company has its

registered office in Fiumicino, Via dell’Aeroporto di Fiumicino, 320 and has no secondary offices.

On the date of preparing these condensed interim financial statements Sintonia S.p.A. is the

shareholder that, directly and/or indirectly, holds the majority regarding Gemina shares; Sintonia

S.p.A., which is in turn a subsidiary company of Edizione S.r.l., does not exercise management

and coordination activities with respect to Gemina.

Pursuant to art. 126 of Consob (Commissione Nazionale per le Società e la Borsa) Regulation

no. 11971/1999, the list of the significant equity investments held by the Gemina group is

attached to these explanatory notes.

These condensed interim financial statements were approved by the Board of Directors of the

company in the meeting of August 1, 2013.

These condensed interim financial statements were prepared on an on-going concern. Indeed,

the Group deemed that, despite the persisting difficult economic and financial situation, there is

no significant uncertainty as to the on-going concern.

The financial statements have been translated into English from the original version in Italian.

Note 2 Form and content of the Condensed interim financial statements

These Condensed interim financial statements of the Gemina Group as at June 30, 2013 were

prepared in compliance with Art. 154-ter of the Consolidated Financial Act (“TUF”, Testo Unico

della Finanza), in accordance with the international accounting standard on interim financial

reports (IAS 34) adopted by the European Union. Furthermore, reference was made to the

provisions issued by Consob implementing subsection 3 of article 9 of Italian Legislative Decree

38/2005.

In accordance with IAS 34, the explanatory notes are summarised and do not include all the

information required for the yearly financial statements, as these refer exclusively to those

components that, in terms of amount, composition or changes, are essential to understand the


74

equity, economic and financial situation of the Group. Therefore this report must be read in

conjunction with the consolidated financial statements 2012.

It is highlighted that during the first half of 2013 no significant non-recurring, atypical or unusual

transactions were carried out with third parties or with related parties that are such to require the

inclusion in the accounting statements of sub-items in addition to those required by IAS 1 and

the other international accounting standards, according to Consob Resolution no. 15519 of July

27, 2006.

All the values are expressed in thousands of euro, unless otherwise stated.

For each item in the financial statements, the corresponding values of the previous year are

reported for comparison purposes, which were not subject to recalculation and/or

reclassification, with the exception of the indications:

in note 5, in relation to the reclassification of item “Net income from discontinued

operations/assets held for sale” to the relevant items of continuing operations of the car parks

business;

in note 3, consequently to the application of IAS 19 revised and the new IAS 1.

Moreover, for the purposes of better representing the economic and financial position of the

Group, the fair value of medium/long-term derivatives was reclassified from “current financial

liabilities” to “non-current financial liabilities”.

Note 3 Accounting standards applied

When preparing these Condensed interim financial statements according to IAS 34 – Interim

Financial Reporting, the same accounting principles used in preparation of the Consolidated

financial statements as at December 31, 2012 were applied, to which reference is made, except

for the adoption of the new standards, amendments and interpretations in force since January 1,

2013.

The Group adopted some standards and amendments for the first time: IFRS 13 Fair value

measurement, IAS 19 Employee benefits and the amendments to IAS 1 Presentation of financial

statements. The nature and effects of these changes are illustrated, in accordance with the

provisions of IAS 34, in the paragraph below entitled “New accounting standards, interpretations

and amendments adopted by the Group”.

Various other standards and amendments were enforced for the first time in 2013. However,

these have no impact on the Condensed consolidated interim financial statements.

The preparation of the condensed interim financial statements requires management to make

estimates and assumptions that have an effect on the values of the financial statement

revenues, costs, assets and liabilities and on the disclosures relating to the potential assets and

liabilities at the reporting date of said financial statements.

Should these estimates and assumptions, which were based on the best management

valuation, differ in future from the actual circumstances, they would be properly changed during

the period in which the circumstances vary.


75

For a wider description of the most important valuation processes for the Group, reference is

made to the Consolidated financial statements as at December 31, 2012.

According to IAS 36, when preparing the Condensed consolidated interim financial statements,

the book value of the recorded assets is subject to impairment only upon the presence of

internal and external impairment indicators that require the immediate assessment of possible

value losses.

New accounting standards, interpretations and amendments adopted by the Group

IAS 1 – Presentation of financial statements – presentation of items of other

comprehensive income components

The amendment to IAS 1 introduces the grouping of the items presented in the other

components of comprehensive income statements. The items that may be reclassified in the

income statement in the future (e.g. the net profit on the cash flow hedge and the net profit/loss

from financial assets available for sale) must now be presented separately from those items that

will never be reclassified (e.g. the actuarial profit/loss on defined benefit plans). The change only

concerned the method of presentation and did not affect the financial position of the Group or

the results.

IAS 19 – Employee Benefits

IAS 19 revised includes several changes to the accounting treatment of the defined benefit

plans and in particular: (i) the obligation to report the actuarial profits and losses related to

defined benefit plans in the income statement, eliminating the possibility of adopting the so-

called “corridor method” (the actuarial profits and losses recorded in the comprehensive income

statement are not subject to a subsequent attribution to the income statement); (ii) the

representation of the so-called “Net financial charge”. The separate calculation of the financial

charges on gross liabilities and the income expected from the assets concerning the plans is

replaced by the concept of net financial charge on the defined benefit plans, which groups: the

financial charges calculated on the current value of the liability for the defined benefit plans, the

financial income from the valuation of the asset regarding the plan and the financial income or

charges from any limit to the recognition of any surplus from the plans. The net financial charge

of the defined benefit plans is posted under “Financial income (expenses)”. The new provisions

of IAS 19 are applied with retroactive effect to the opening values of the balance sheet. The

effects of adopting IAS 19 revised are illustrated in note 8.15.

IFRS 13 – Fair Value Measurement

IFRS 13 introduces a univocal guideline for all fair value measurements within the IFRS. IFRS

13 does not amend the cases that require the use of the fair value but rather provides guidance

on how to measure the fair value within the IFRS framework, when the fair value application is

required or allowed by the same international accounting standards. The application of IFRS 13

had an impact on the fair value measurements of the Group. For a description, reference is

made to note 8.20.

IFRS 13 also requires specific disclosure on the fair value, which partly replaces the disclosure

requirements currently enforced by other standards, including IFRS 7 Financial instruments:


76

disclosures. Part of this information is specifically requested for financial instruments by IAS 34

and this has an effect on the condensed consolidated interim financial statements. The Group

provided the relevant disclosure in notes 10 and 11.

The Group did not adopt in advance any of the new standards, interpretations or amendments

that have been issued but are not in force yet.

Note 4 Consolidation area, criteria and methods

In addition to the Parent Company Gemina, the companies directly or indirectly controlled by it

are also included in the consolidation area.

The list of companies included in the consolidation area is reported in attachment “List of equity

investments”.

No changes are noted for the basis of consolidation compared to December 31, 2012; instead,

compared to the first half of 2012, the exclusion of the subsidiary ADR Retail S.r.l. (“ADR Retail”)

from the basis of consolidation, sold to third parties at the end of September 2012, is reported.

For consolidation purposes, the financial statements of the subsidiary companies approved by

the respective Board of Directors were used, adjusted according to the IFRS adopted by the

Group.

The consolidation criteria are the same as those used to prepare the consolidated financial

statements as at December 31, 2012 to which reference is made.

Note 5 Discontinued operations As part of the strategy to focus on the core business, procedures were started during 2012 to

sell the direct retail, car parks and vehicle maintenance businesses. Pursuant to IFRS 5 – Non-

current assets held for sale and discontinued operations, the abovementioned businesses were

qualified as “discontinued operation” in the Interim Report as at June 30, 2012. The following

procedures were finalised at the end of 2012 out of those mentioned above:

direct retail, managed by the wholly owned subsidiary ADR Retail, which on April 2, 2012 ADR

transferred the relevant company branch to; this company was sold to third parties on

September 30, 2012;

“vehicle maintenance”, ADR company branch, sold to third parties effective from November 1,

2012.

Instead, for the car park branch, a decision was taken at the end of 2012 to valorise the

business through direct management rather than the sale to third parties.

Pursuant to IFRS 5, in the income statement of the first half of 2012 compared to that published

in the Interim Report as at June 30, 2012, the contribution to the economic result from the car

parks business was reclassified from the item “Net income from discontinued operations/assets

held for sale” to the relevant items of continuing operations.


77

Note 6 Concession agreement

ADR’s corporate purpose is the construction and management of airports or of a part thereof,

and the exercise of any activity related or complementary to air traffic of any type or speciality.

This purpose is achieved based on a concession granted by the Italian Civil Aviation Authority.

The concession is described in note 6 to the Consolidated financial statements for the year

ended December 31, 2012.

Note 7 Information on the items in the consolidated income statement

7.1 – Revenues

(IN MILLIONS OF EURO) 1ST

HALF 2013 1ST

HALF 2012 (°) CHANGE % CHANGE

Aviation 203.0 151.1 51.9 34.3%

Airport fees 144.3 84.2 60.1 71.4%

Centralised infrastructures 9.9 19.4 (9.5) (49.0%)

Security 34.2 32.5 1.7 5.3%

Other 14.6 15.0 (0.4) (3.0%)

Non-Aviation 98.2 107.5 (9.3) (8.6%)

Real Estate 27.7 30.8 (3.1) (9.8%)

Trade 63.0 68.3 (5.3) (7.9%)

sub concessions - shops 43.4 41.7 1.7 4.0%

Car parks 13.5 14.9 (1.4) (9.7%)

Advertising 6.1 7.9 (1.8) (23.5%)

Refreshments - 3.8 (3.8) (100.0%)

Other 7.5 8.4 (0.9) (10.4%)

Revenues from airport management 301.2 258.6 42.6 16.4%

Construction services 8.9 7.5 1.4 19.6%

Other revenues 3.2 2.3 0.9 32.3%

TOTAL 313.3 268.4 44.9 16.7%

(°) the data relating to the 1st half of 2012 was re-posted pursuant to IFRS 5 based on the decision not to transfer the car

parks business to third parties


78

Revenues from airport management amounted to 301.2 million euro and rose by 16.4% overall

compared to the reference period due to the combined effect of the 34.3% rise in aviation

activities connected to the fee rise deriving from the Planning Agreement and the downturn of

8.6% from the non-aviation segment, mainly as a consequence of the ceased revenues from

canteens and the trend of real estate activities, parking and advertising.

Revenues from construction services equal 8.9 million euro, up by 1.4 million euro compared to

the first half of 2012.

Other revenues equal 3.2 million euro (2.3 million euro in the reference period).

For a detailed analysis of revenues, reference is made to section “The Gemina Group

businesses” of the Interim report on operations.

7.2 – Consumption of raw materials and consumables

1ST

HALF 2013 1ST

HALF 2012

Combustibles 7,070 7,471

Fuel and lubricants, consumables and various spare parts 3,637 4,027

Electricity 2,768 4,261

TOTAL 13,475 15,759

The costs of raw materials and consumables are down compared to the first half of 2012,

essentially due to the decrease in the external cost to purchase electricity and fuel, and

particularly the gas that fuels the co-generation power plant in Fiumicino.

7.3 – Staff costs 1

ST HALF 2013 1

ST HALF 2012

Salaries and wages and social security charges 54,888 53,687

Post-employment benefits 2,533 2,547

Previous years cost of labour adjustments (899) (1,343)

Other costs 517 459

TOTAL 57,039 55,350

Staff costs rose by 1.7 million euro compared to 2012, due to the greater average workforce

employed by the Group for continuing operations compared to the first half of 2012 (excluding

the sold businesses of direct retail and vehicle maintenance), in connection to the actions aimed

at attaining the objectives specified in the Service Charter.


79

7.4 - Other operating costs 1

ST HALF 2013 1

ST HALF 2012

Service charges 50,459 52,171

Costs for use of third party assets 14,775 5,263

Allocations to provision for risks 4,133 3,723

Write-downs of receivables 6,389 4,444

Other operating expenses 3,646 2,076

TOTAL 79,402 67,677

“Service charges” dropped by 1.7 million due mainly to the ceased canteen management costs

(2.4 million euro in the first half of 2012); as regards other service costs, an increase was

recorded in costs for professional services for the projects regarding service quality and safety

improvement, counterbalanced by the reduction in costs consequently to the actions aimed at

greater efficiency.

The “costs for use of third party assets” increased by 9.5 million euro due mainly to the rising

concession fee (+9.4 million euro), consequently to the Planning Agreement coming into force.

The items “Allocations to provision for risks” and “write-downs of receivables” rose overall (2.4

million euro) compared to 2012, even if with a greater weight of the bad debt provision (+1.9

million euro).

7.5 – Amortisation, depreciation and write-downs of fixed assets 1

ST HALF 2013 1

ST HALF 2012

Amortisation of intangible fixed assets 51,192 51,291

Depreciation of tangible fixed assets 2,287 2,164

TOTAL 53,479 53,455

The amortisation of intangible fixed assets is broken down as follows:

1ST

HALF 2013 1ST

HALF 2012

Amortisation of airport management concession “acquired

rights”

43,504 43,504

Amortisation of airport management concession

“investments in infrastructure” 6,354 6,210

Amortisation of other intangible fixed assets 1,334 1,577

TOTAL 51,192 51,291

Total amortisation of the airport management concession -“acquired rights” - amounted to 43.5

million euro, similarly to the reference period, and it is broken down as follows:

Amortisation of concession recorded in ADR’s financial statements 24,642

Amortisation of concession recorded in Gemina’s consolidated financial statements from

consolidation of 51.08% of ADR

2,736

Amortisation of concession recorded in Gemina’s consolidated financial statements from

consolidation of 44.68% of ADR

16,026

Amortisation of concession recorded in Gemina’s consolidated financial statements of

Fiumicino Energia

100

TOTAL 43,504


80

7.6 – Allocations to system renovation provisions

These amount to 38,382 thousand euro compared to 21,808 thousand euro in 2012; for more

information please refer to note 8.17.

Financial expenses accrued in the six months in relation to time passing, which derive from the

discounting of the same provision, are highlighted in note 7.8.

7.7 – Financial income 1

ST HALF 2013 1

ST HALF 2012

Interest income 656 876

interest on bank deposits and loans 656 876

Income on derivatives 581 8,795

Valuation of derivatives 581 8,791

IRS differentials - 4

Exchange gains 12,397 177

Other income 60 42

Default interest on current receivables 4 -

Other income 56 42

TOTAL 13,694 9,890

“Interest income”, equal to 656 thousand euro, decreased by 220 thousand euro compared to

the first half of 2012, due to both the lower average liquidity of the year and the effect of the

lower interest rates.

“Exchange gains”, substantially deriving from the change in the rate of the bonds issued in a

currency other than the euro, are indirectly offset by the expense for “valuation of derivatives” as

shown in note 7.8, regarding the change in fair value occurred in the six months for the cross

currency swap contracts aimed at hedging the same bonds as shown in note 8.19.


81

7.8 – Financial expenses 1

ST HALF 2013 1

ST HALF 2012

Interest expense 25,888 35,378

Interest on outstanding bonds 17,200 29,463

Interest on bank loans 5,136 3,398

Effects of application of the amortised cost method 3,405 2,286

Interest on financial payables 147 231

Expenses on derivatives 14,620 2,555

IRS differentials 1,989 2,555

Valuation of derivatives 12,631 -

Exchange losses 2 9,094

Other expenses 7,624 6,900

Financial expenses from discounting benefits for employees 234 323

Financial expenses from discounting system renovation

provisions

7,270 6,078

Other expenses 120 499

TOTAL 48,134 53,927

The “interest and commissions paid to other financers” decreased by 12.3 million euro

compared to the reference period consequently to the repayment of Line A1, in addition to the

reduction in the interest paid on Tranches A2 and A3 settled at variable rate.

“Interest on bank loans” rose by 1.7 million euro, in connection with the greater average

exposure to banks deriving from the granting to ADR of the Term Loan of February 2013.

The charges from “valuation of derivatives” refers to the change occurred in the six months in

the fair value of cross currency swap contracts aimed at hedging the bonds issued in a currency

other than the euro, illustrated in note 8.19. This charge balances off the corresponding

exchange gains deriving from the change in the value of these liabilities and included in the

“financial income” as shown in note 7.7.

7.9 – Income (charges) on equity investments 1

ST HALF 2013 1

ST HALF 2012

Other income (charges) on equity investments (32) (20)

TOTAL (32) (20)

7.10 – Tax revenues (charges) 1

ST HALF 2013 1

ST HALF 2012

Current income taxes 33,326 18,238

IRES 24,378 11,409

IRAP 8,948 6,829

Taxes of previous years (231) -

Net prepaid (deferred) income tax (14,426) (7,129)

TOTAL 18,669 11,109


82

It is noted that the Group tax consolidation agreement was in force for the 2010-2012 period

between Gemina, ADR, ADR Tel, ADR Engineering, ADR Sviluppo, ADR Assistance, Leonardo

Energia and Fiumicino Energia. This agreement was not renewed in 2013.

7.11 – Net income from discontinued operations/assets held for sale

The item “Net income from discontinued operations/assets held for sale” had a balance of 5,279

thousand euro in the first half of 2012, which included the economic results of the period, net of

the tax effect, relating to the car parks, direct retail and vehicle maintenance businesses. As

stated in note 5, the car parks business was reclassified under continuing operations while the

direct retail and vehicle maintenance businesses were sold to third parties in the second half of

2012.

(IN THOUSANDS OF EURO)

INCOME FROM DISCONTINUED OPERATIONS/ASSETS HELD FOR SALE 1

ST HALF 2013 1

ST HALF 2012

Direct Retail

economic result (net of the tax effect) - 1,851

costs related to the sale - (886)

Vehicle maintenance:

economic result (net of the tax effect) - 248

costs related to the sale - -

total - 1,213

The details of the economic result are reported below.

(IN THOUSANDS OF EURO) VEHICLE MAINTENANCE

1

ST HALF 2012

Revenues 4,420

External operating costs (3,911)

Amortisation and depreciation of fixed assets (52)

EBIT 457

Financial income (expenses) -

Income taxes (209)

Profit (loss) for the period 248

(IN THOUSANDS OF EURO) DIRECT RETAIL

1

ST HALF 2012

Revenues 27,665

External operating costs (24,458)

Amortisation and depreciation of fixed assets (216)

Provisions for risks and charges (38)

EBIT 2,953

Financial income (expenses) (4)

Income taxes (1,098)

Profit (loss) for the period 1,851


83

7.12 – Net earnings per share

The basic earnings per share are calculated on the weighted average number of the shares

outstanding during the six months, equal to 1,470,960,320, calculated by adjusting the number

of outstanding shares (1,472,960,320) to the number of own shares in the portfolio (2,000,000).

Diluted earnings per share take into account the number of potential shares regarding the stock

option plans and substantially coincide with the basic earnings per share.

All Gemina shares are subscribed.

Note 8 Information on the items of the consolidated statement of financial position

8.1 – Intangible fixed assets 12/31/2012 INCREASES DECREASES

RECLASS. / ADJUSTMENTS 06/30/2013

Airport management concession “acquired

rights”

2,742,260 0 (43,504) 0 2,698,756

Airport management concession

“investments in infrastructure”

470,139 7,696 (6,354) (833) 470,648

Other intangible fixed assets 3,728 1,820 (1,334) 391 4,605

TOTAL 3,216,127 9,516 (51,192) (442) 3,174,009

The change in item “Airport management concession acquired rights” with respect to December

31, 2012 can be attributed to the amortisation over the period already highlighted in Note 7.5.

The item “Airport management concession - investments infrastructure”, pursuant to IFRIC 12,

includes the value of the construction and improvement services rendered by the Group which

are to be transferred to the grantor on conclusion of the concession.

The following table sets forth the value of the systems and infrastructure under lease by the

grantor in the Fiumicino and Ciampino airports, and the value of the construction services for

works financed, realised and reported to the Italian Civil Aviation Authority. These assets

received in concession are not recorded as “Assets” in the statement of financial position.

06/30/2013 12/31/2012

Fiumicino assets received in concession 119,812 119,812

Ciampino assets received in concession 29,293 29,293

Assets created on behalf of the State 696,146 692,023

TOTAL 845,251 841,128


84

8.2 – Tangible fixed assets

12/31/2012 CHANGES 06/30/2013

COST ACC.

DEPR.

BOOK VALUE

INCR. RECLASS. DEPR. COST ACC. DEPR.

BOOK VALUE

Plant and machinery 44,211 (37,903) 6,308 121 2 (1,288) 44,334 (39,191) 5,143

Fixtures and fittings tools

and other equipment

9,641 (8,607) 1,034 238 69 (454) 9,948 (9,061) 887

Construction

in progress and advances

84 0 84 166 (69) 0 181 0 181

Other assets 42,456 (40,609) 1,847 354 82 (545) 42,892 (41,154) 1,738

TOTAL 96,392 (87,119) 9,273 879 84 (2,287) 97,355 (89,406) 7,949

8.3 – Other equity investments 06/30/2013 12/31/2012 CHANGE

Non-consolidated subsidiaries 10 10 -

Domino S.r.l. 10 10 -

Non-consolidated associated companies 13 13 -

Consorzio E.T.L. in liquidation 10 10 -

Consorzio AGERE 3 3 -

Other Companies 2,202 2,234 (32)

Pentar - 32 (32)

Aeroporto di Genova S.p.A. 895 895 -

S.A.Cal. S.p.A. 1,307 1,307 -

TOTAL 2,225 2,257 (32)

Regarding the equity investment in Pentar S.p.A., (16.38% as at December 31, 2012 with a zero

value) the company shareholders’ meeting held on January 29, 2013 also resolved to cover the

losses of 9.8 million euro reported as at November 30, 2012 by cancelling the reserves and

share capital, with consequent cancellation of all the shares involved. The effectiveness of this

resolution was subject to the effectiveness of the capital increase for the reconstruction of the

same, to which Gemina did not subscribe. The shareholder Polluce1, on March 30, 2013 entirely

subscribed the reconstruction of the share capital (approximately 2.5 million euro) through

conversion of part of the outstanding shareholder financing. From that date onwards Gemina is

thus no longer a shareholder. In May 2013 Gemina appealed via writ of summons in order to

declare this meeting invalid. As at November 30, 2012 Pentar recorded a total of 6.5 million euro

in bank borrowings.

8.4 – Deferred tax assets

The item amounts to 143,180 thousand euro, compared to 137,375 thousand euro of December

31, 2012.

These mainly refer to the renovation provision and other IFRIC 12 adjustments for 79.3 million

euro, derivatives for 14.5 million euro, provisions for risks and charges for 13.7 million euro and

the bad debt provision for 17.6 million euro.


85

8.5 – Other non-current assets

The item amounted to 26,564 thousand euro, compared to 26,573 thousand euro as at

December 31, 2012.

The value includes for 26.1 million euro the amount paid in line with the instalment plan granted,

to the Tax Collection Agency, as collection of the amounts provisionally assessed as owed

within the litigation with the Customs Agency, described in Note 13.1. These payments are a

financial advance failing final judgement. On this point also see the indications in note 8.16.

8.6 – Other non-current financial assets

These equal 522 thousand euro and refer to medium/long term financial prepayments. The

reduction of 9.1 million euro is attributable to the reclassification of additional charges regarding

the “Term Loan” granted to ADR in May 2012 and disbursed for 156 million euro in February

2013, valued at the amortised cost in the accounts. For more information reference is made to

note 8.18.

8.7 – Inventories

06/30/2013 12/31/2012 CHANGE

Raw, ancillary and consumable materials 2,458 2,363 95

TOTAL 2,458 2,363 95

The guarantees supplied by the ADR Group to some financers regarding inventories are

described in Note 9 of these Explanatory Notes.

8.8 – Contract work in progress 06/30/2013 12/31/2012 CHANGE

Work in progress 48 49 (1)

Receivables for accounts invoiced 226 310 (84)

TOTAL 274 359 (85)


86

8.9 – Trade receivables 06/30/2013 12/31/2012 CHANGE

Due from customers 268,300 229,327 38,973

Receivables for construction services 14,355 13,007 1,348

Due from others 1,044 638 406

283,699 242,972 40,727

Bad debt provision (69,701) (63,367) (6,334)

Allowance for doubtful accounts (8,012) (8,009) (3)

(77,713) (71,376) (6,337)

TOTAL 205,986 171,596 34,390

“Trade receivables”, net of allowances for doubtful accounts, amount to 206.0 million euro in

total, up by 34.4 million euro attributable to the prevailing expansive effect deriving from applying

the new fees – which increased from March 9, 2013 – in addition to the seasonal trend.

The balance of receivables includes 20.3 million euro of receivables of the Group from the

Alitalia group companies under extraordinary administration. Regarding the receivables from

Alitalia S.p.A. under extraordinary administration, in 2011 the guarantee of 6.3 million issued by

Alitalia/CAI to guarantee the receivables of ADR from Alitalia S.p.A. under extraordinary

administration (as well as the lessors who own the aircraft, jointly and severally obliged) was

enforced to allow the aircraft owned by the lessors to come to Alitalia/CAI free of the requests

for conservative seizure made by ADR. The amount collected was posted under Payables.

The guarantees supplied by the ADR Group to some financers regarding receivables are

described in Note 9 of these Explanatory Notes.

8.10 – Other receivables

06/30/2013 12/31/2012 CHANGE

Due from associated companies 482 482 0

Tax receivables 7,352 6,953 399

Due from others 7,331 6,224 1,107

TOTAL 15,165 13,659 1,506

8.11 – Current tax assets

These amount to 9,393 thousand euro (11,958 thousand euro as at December 31, 2012) and

comprise IRES credit. The latter include 7.7 million euro of the credit deriving from the allocation

for the companies of the Gemina Group of the recovery from 2007 to 2011 of the IRES

corresponding to the failed deduction of IRAP on the staff cost.


87

8.12 – Other current financial assets

At June 30, 2013 the item amounted to 26,489 thousand euro compared to 45,704 thousand

euro as at December 31, 2012. It includes 24,877 thousand euro of the balance of the fixed-term

current account “Debt Service Reserve Account” (43,150 thousand euro as at December 31,

2012).

In accordance with loan agreements of the Parent Company ADR, the Debt Service Reserve

Account is a fixed–term deposit held by the “Security Agent” on which the company is obliged to

deposit an amount as security on the servicing of debt to be adjusted on a six-month basis

(periods from March 20 to September 19 and from September 20 to March 19). The reduced

balance of the mentioned account compared to the end of 2012 (-18.3 million euro) is

attributable to the decreased gross debt and thus to the financial charges after the repayment of

Tranche A1 (see note 8.19).

8.13 – Cash and cash equivalents

06/30/2013 12/31/2012 CHANGE

Bank and post office deposits 114,771 397,384 (282,613)

Cash on hand 419 358 61

TOTAL 115,190 397,742 (282,552)

Cash and cash equivalents of the Group decreased by 282,552 thousand euro compared to the

end of the year, deriving from the use to repay the debt falling due, as mentioned in note 8.19.

“Bank deposits” in particular include the following current accounts established by ADR’s loan

agreements and subject to specific usage constraints:

account called “Recoveries Account”, in which cash raised through extraordinary transactions

and insurance indemnification must be deposited; as at June 30, 2013 the account balance was

equal to zero (0.7 million euro as at December 31, 2012);

account called “loan collateral”, with zero balance as at June 30, 2013, on which on December

31, 2012, 100.5 million euro were deposited in connection with the retention regime in force in

2012, which were used in February to repay Line A1 of the payable to Romulus Finance, to

which they had been previously constrained.

Another two accounts opened in 2012, characterised by the same constraint for the use of the

“loan collateral” and with a total balance of 218.7 million euro at December 31, 2012 deriving

from the sale of ADR Retail, were entirely used in February to repay Line A1.

As at June 30, 2013, the residual amount of 25.6 million euro (25.3 million euro as at December

31, 2012) was held in an ADR current account not subject to the constraints of the financial

contracts (even in case of cash sweep or retention regime). This amount derives from free cash

flow generated before 2008 and may, therefore, be used for the payment of dividends under

ordinary circumstances.

The guarantees supplied by the Gemina Group to some financers regarding cash and cash

equivalents are described in Note 9 of these Explanatory Notes.


88

8.14 – Shareholders’ equity

Group shareholders’ equity for the period as at June 30, 2013 amounts to 1,772,401 thousand

euro, while shareholders’ equity pertaining to minority shareholders amounts to 45,111 thousand

euro.

The changes in the period are highlighted in the in the special statement inserted in the

consolidated financial statements.

The fully paid-in share capital is made up of 1,469,197,552 ordinary shares and 3,762,768

savings shares without par value.

Concerning the adoption of an incentive plan based on financial instruments (see the specific

notice included in this note), the Shareholders’ meeting of Gemina that met on March 1, 2012 in

ordinary session resolved as follows:

the assignment to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, for a

five-year period from the resolution date, of the right to increase the share capital by payment, in

tranches, pursuant to art. 2439 of the Italian Civil Code, once or more times, up to a maximum

par value of 40,000,000 euro through the issue of a maximum of 40,000,000 ordinary shares

with regular dividend, to service exclusively and irrevocably incentive plans based on financial

instruments;

the authorisation to purchase and sale own shares up to maximum of 120,000,000 shares and

in any case according to legal limits, subject to repeal of the resolution of April 19, 2011.

In 2012 Gemina, in executing the mentioned resolution taken by the Shareholders’ Meeting,

started a Programme to purchase own shares, which ended on April 13, 2012 with the purchase

of 2,000,000 shares. As at June 30, 2013 Gemina holds a total of 2,000,000 own shares equal

to 0.136% of the ordinary capital, recorded in the financial statements in reduction of the

shareholders’ equity for 1,278 thousand euro. In the first half of 2013, no own shares were sold.

Information on incentive plans based on financial instruments

On March 1, 2012 the Gemina shareholders’ meeting approved the general lines and the rules

of a stock incentive plan pursuant to art. 114-bis of Legislative Decree no. 58 of February 24,

1998 called “stock option plan 2012” (“Plan”).

For a description of the Plan reference is made to note 8.14 of the Consolidated Financial

Statements for the year ended on December 31, 2012.

On March 1, 2012, with reference to the first tranche, the Board of Directors identified 22

beneficiaries to be assigned a total of 5,526,533 Options (of which 1,155,089 destined for

Gemina directors and 4,371,444 for ADR executives/collaborators) at an exercise price of 0.631

euro. The beneficiaries adhered to the Plan in April 2012. The options were set to accrue after a

vesting period of thirty eight months (April 1, 2012- May 31, 2015) and be exercised based on

the achievement of the performance objectives.

The unit fair price of the assigned rights was set to 0.22 euro (for a total of 1.2 million euro) as

assessed by an independent expert using the Monte Carlo model and the following main

assumptions:

term set to exercise the options: 4.75 years,

risk-free interest rate: 4.96%,


89

expected volatility: 52%.

The Shareholders' meeting of April 30, 2013, accepting the proposal put forward by the Board of

Directors, on the indication of the Remuneration and Human Resources Committee and in order

to take into account the need to define a remuneration system for the top management that is

consistent with the long-term remuneration policy and objectives of the Group resulting from the

merger, approved the early closure of the incentive plan with reference to the 2013 and 2014

conferment cycles and the assignment, for the beneficiaries of the 2012 conferment cycle, of the

right of early exercise of the options already attributed according to the same plan. To allow

such early exercise, the Board of Directors will assign own shares in the portfolio and issue new

ordinary shares valid for the mandate to increase the share capital assigned, pursuant to art.

2443 of the Italian Civil Code, to the Shareholders' meeting on March 1, 2012. The effectiveness

of the mentioned resolutions is subject to the satisfaction of the conditions under points (i), (ii),

(iii), (v) and (vi) of section 8 of the Merger Project.

According to IFRS 2, following the mentioned resolution by the Shareholders’ Meeting for the

early closure of the plan, the residual cost of the plan was entered in the income statement

(under staff costs and operating costs, counterbalanced by an increase in the specific

shareholders’ equity reserve, classified under “other reserves”) based on the original fair value

of 888 thousand euro.

8.15 – Employee benefits

Value as at 12/31/2012 21,431

Current service cost 2,625

Financial expenses for discounting the provisions 234

Actuarial profits (losses) (510)

Liquidation / use (3,400)

VALUE AS AT 06/30/2013 20,380

Reported below are the main assumptions made for the process of actuarial estimation of the

employee severance indemnity provision as at June 30, 2013:

Financial hypotheses

discounting rate 3.2%

inflation rate 2.0%

annual rate of increase in employee severance indemnities 2.7%

annual rate of pay increase 2.5%

annual turnover rate 1.2%

annual rate of disbursement of advances 1.4%

Demographic hypotheses

mortality ISTAT indexes reduced to 85%

inability INPS tables reduced to 70%

retirement

requirements General

Compulsory Insurance (after the

2011 reform)

The impact on the consolidated interim statement of financial position deriving from applying IAS

19 revised is summarised below:


90

1/1/2012 12/31/2012 1ST

HALF 2013 06/30/2013

(Increase) decrease in liabilities for defined

benefit plans (492) (3,700) 510 (3,190)

Effect on deferred taxes 135 1,018 (140) 878

Net impact on the Shareholders’ Equity (357) (2,682) 370 (2,312)

Shareholders of the parent company (342) (2,572) 355 (2,217)

Minority shareholders (15) (110) 15 (95)

8.16 – Provisions for risks and charges

12/31/2012

CHANGE

06/30/2013 OTHER

CHANGES ALLOCATIONS USE

293,211 - 4,133 (5,413) 291,931

of which:

- beyond 12 months 268,420 268,133

- within 12 months 24,791 23,798

Provisions for risks and charges (within 12 months and beyond 12 months) as at June 30, 2013

amounted to 291,931 thousand euro, compared to 293,211 thousand euro as at December 31,

2012.

In particular the item essentially includes:

deferred taxes on the difference between price paid to Macquarie in July 2007 and ADR’s

shareholders’ equity allocated to airport management concession; said value, equal to 217.8

million euro as at December 31, 2012, remains at 214.3 million euro as at June 30, 2013;

the estimate of the expenses that are expected to be incurred in connection with the guarantees

and disputes in place, for 75.9 million euro.

With regard to the relationships with the Financial Administration in particular, the Group

companies are involved in some disputes, the most important of which is the one with the

Customs Agency for which the entire charge of a total of 26.1 million euro was allocated (taxes,

interest and accessory charges).

For additional details, please see note 13.1 “Litigation”.

8.17 – System renovation provisions

12/31/12

CHANGE

06/30/13 ALLOCATIONS (+) FINANCIAL

EXPENSES (+) RE-ABSORPTION

(-) USE (-)

267,639 40,610 7,270 (2,228) (40,648) 272,643

The system renovation provisions, equal to 272,643 thousand euro (of which 159,023 classified

under non-current liabilities and 113,620 thousand euro under current liabilities) include the

current value of estimated costs payable against the contractual obligation of restoration and

replacement of assets under concession, according to the airport concession signed by the

Grantor.


91

8.18 – Financial indebtedness net of current share

Financial indebtedness net of current share amounts to 283,164 thousand euro.

The characteristics of the loans as at June 30, 2013, the amount used and the book value are

summarised in the table below, which also reports the estimate of the fair value of the same

liabilities. The values in the table include both non-current shares and the shares posted under

current financial liabilities, excluding interest rates.

FI NANCER

NAM E

DES CRI P .

COM P ANI ES OF

THE GEM I NA

GROUP

AM OUNT

US ED BOOK VALUE I NTERES T REDEM P TI ON

DURATI O

N M ATURI TY

FAI R

VALUE

Syndacate of

Banks

Term Loan

Facility

ADR 156,000 (1) 156,000 148,520 (*) at maturity 2 years Feb. 2015 155,964

Revolving

Facility

ADR 150,000 - - (*) revolving 2,8 years Feb. 2015 -

BEI EIB Loan ADR 80,000 80,000 79,790 (*) at maturity 10 years Feb. 2018 79,471

Banca BIIS ADR 85,000 85,000 13,569 (*) 6-month inst. 12 years M ar. 2015 13,361

(form. Banca OPI) from 2010

to 2015

Syndacate of

Banks

Tranche A Parent Company 42,100 42,100 41,690 (*) at maturity 3,3 years Dec. 2014 41,795

Tranche B Parent Company 18,000 1,000 1,000 (*) revolving 3,3 years Dec. 2014 1,000

Unicredit Leasing Leasing Fiumicino Energia 18,022 18,022 10,184 (*) monthly

instalments

8 years Apr. 2017 10,184

Unicredit

S.p.A.

Loan Fiumicino Energia 2,000 2,000 232 (*) 6-month

instalments

5 years Aug. 2013 232

Other short-term

loan

670 670

T o tal 295,655 302,677

(*) Variable indexed to the Euribor + margin

(1) granted in M ay 2012 and used in February 2013 for 156 million

BOPI

Facility

AM OUNT

GRANTED

The overall value stated above, equal to 295,655 thousand euro is recorded for 12,491

thousand euro in current financial liabilities and 283,164 thousand euro in non-current financial

liabilities.

With reference to the loans granted to ADR, on May 31, 2012 ADR signed a Revolving and

Term Loan Facility Agreement with a syndicate of eight banks for an overall amount of 500

million euro for a loan falling due in February 2015, broken down as follows:

up to 400 million euro in the form of “Term Loan” to be disbursed in February 2013;

100 million euro as revolving line replacing the previous line of the same amount already re-

financed in August 2011 and falling due in February 2013.

The syndicate of banks comprises: Banca Nazionale del Lavoro S.p.A., Barclays Bank Plc,

Crédit Agricole Corporate & Invest Bank, Mediobanca – Banca di Credito Finanziario S.p.A.

(Mediobanca), Natixis S.A., The Royal Bank of Scotland N.V., UniCredit S.p.A. and Société

Générale - Milan Branch. Following the two partial cancellations requested by ADR in October


92

and December 2012, the Term Loan line reduced by 164 million euro. In 2013, only 156 million

euro were used of this amount and 50 million euro were converted to increase the Revolving

Facility, which therefore rose, from February 2013, to 150 million euro; the residual amount of 30

million euro was cancelled.

The description of guarantees provided and the major covenants on such loans is given in Note

9 of these Explanatory Notes.

8.19 – Outstanding bonds

VALUE AT 12/31/2012 1,126,424

of which:

non-current share 626,639

current share 499,785

Repayment of bonds (500,000)

Application effect of amortised cost method 862

Exchange adjustment (12,397)

VALUE AS AT 06/30/2013 614,889

of which:

non-current share 614,889

current share -

The value of bonds as at June 30, 2013, equal to 614,889 thousand euro, can be entirely

attributed to bonds issued by Romulus Finance S.r.l. The reduction of 511.5 million euro derives

mainly from:

repayment, upon the expiry date of February 2013, of Tranche A1 of the bonds for 500.0 million

euro

adjustment to the exchange rate at June 30, 2013 of Tranche A4 issued in Pounds Sterling.

Romulus Finance is the Special Purpose Entity (SPE) vehicle established pursuant to law no.

130 of April 30, 1999 on securitisation, through which, on February 14, 2003 the creditor banks

of ADR securitised part of the previous loan granted to ADR on August 2, 2001 for a total of

1,725 million euro.

The issue of bonds is arranged into three residual classes of which two are in euro (A2 and A3)

and one (A4) in GBP as stated below:

NAME AMOUNT (*) CURRENCY INTEREST COUPON REDEMPTION DURATION MATURITY

A2 200,000,000 euro Euribor 3M + 0.90% quarterly at maturity 12 years Feb. 2015

A3 175,000,000 euro Euribor 3M + 0.90% quarterly at maturity 12 years Feb. 2015

A4 215,000,000 GBP 5,441% hallf-yearly at maturity 20 years Feb. 2023

(*) This is the par value of debt; the book value recorded in the financial statements (614.9 million euro) is adjusted on the

amortised cost method, the exchange rate at year end of Class A4 in Pound Sterling, net of bonds A4 currently held by

ADR, equal to 4 million Pound Sterling.

The bonds issued by Romulus Finance in relation to Classes A2, A3 and A4 are guaranteed by

Ambac Assurance UK Limited, monoline insurance; since April 2011 the insurance company is

no longer subject to rating assessment.


93

ADR’s rating level makes an impact on the amount of the premium paid to AMBAC for

guaranteeing the bonds, but not on the interest margin applied on the single Classes of bonds.

The estimated fair value of the bonds as at June 30, 2013 is approximately 571.4 million euro,

net of interest accrual.

The description of guarantees supplied and the major covenants on such bonds is given in Note

9 of these Explanatory Notes.

8.20 – Financial derivatives

06/30/2013 12/31/2012 CHANGE

Foreign currency hedging derivatives 74,202 61,571 12,631

Interest rate hedging derivatives 52,636 71,382 (18,746)

Accrued interest 214 197 17

TOTAL 127,052 133,150 (6,098)

of which:

non-current share 126,596 132,953

current share 456 197

The table in the next page summarises the outstanding derivative contracts of the Group.

Derivatives hedging foreign currency risk (ADR)

The ADR Group uses hedging derivatives for exchange rate risks to mitigate any future

increases in outgoing cash flows attributable to unfavourable changes in exchange rates.

Specifically, one component of the cross currency swap allows the cash flows in euro regarding

the payment of interest and the redemption of the A4 bond in Pounds Sterling to be stabilised.

Derivatives hedging interest rate risk (ADR)

The Group uses interest rate swaps to hedge its exposure to unfavourable changes in market

interest rates.

The Group’s hedging policy, which is an integral part of ADR’s loan agreements, require that at

least 50% of debt is secured against the risk of interest rate fluctuations.

As at June 30, 2013, 34.2% of ADR’s facilities is at fixed rate (at December 31, 2012: 63.6%).

On February 20, 2013, at the same time as the disbursement of the term loan mentioned above,

Interest Rate Swap agreements were entered into with six counterparties (Unicredit,

Mediobanca, Barclays, Natixis, BNP, Societè Generale) for a notional capital of 25.33 million

euro each, for a total amount of 152 million euro.

Activating these agreements has increased the interest rate risk protection level to 50.2% of the

total debt (63.6% at December 31, 2012).

Derivatives hedging interest rate risk (Gemina)

Gemina uses an interest rate swap to manage its exposure to unfavourable changes in the

market interest rate.


94

The hedging policy, which is an integral part of the current loan agreement, requires that at least

50% of Line A is protected from the risk of interest rate fluctuations.

With regard to this contractual provision, on September 16, 2011 the Company entered into an

interest rate swap agreement with Crédit Agricole for a notional total amount of 25.3 million

euro, equal to 60% of Line A.

In order to fulfil the obligations set by the new international accounting standard IFRS13, the

Group has included the so-called non-performance risk in the measurements of the financial

derivatives; this is the risk of one of the parties not fulfilling its contractual commitments due to a

possible default before the derivative expires, with reference to both the counterparty risk (Credit

Value Adjustment - CVA) and its non-fulfilment risk (Debt Value Adjustment - DVA), applying it

to the market value of the risk-free portfolio.

T Y P E H E D G E D R I SK

G R A N T O R

C O M P A N I E S

O F T H E

G E M I N A

G R O U P I N ST R U M E N T

|

|

|

|

|

|

|

|

SU B SC R I P T I

O N D A T E M A T U R I T Y

N O T I O N A L

V A L U E

H E D G E D A P P L I E D R A T E

A S A T J U N E 3 0 ,

2 0 1 3

A S A T D E C .

3 1 , 2 0 1 2

T O

I N C O M E

ST A T E M E N T

T O

SH A R E H O L D E R S

’ E Q U I T Y ( * )

M ediobanca /

Unicredit

ADR

Group

CF I Feb. 2003 Feb. 2023 325,019 (51,979) (70,750) 581 18,190

C (74,202) (61,571) (12,631) 0

(126,181) (132,321) (12,050) 18,190

Unicredit ,

M ediobanca,

Barclays,

Nat ixis, BNP,

Societè

Generale

ADR

Group

IRS CF I Feb. 2013 June 2014 152,000 Receives a variable

euribor 3-month rate and

pays f ixed rate of 0.48%

(242) 0 (242)

Credit

Agricole

Gemina IRS CF I Sept. 2011 Dec. 2014 25,260 pays a f ixed rate of 1.65%

and receives

(415) (632) 217

- f rom 9/16/11 to 3/16/12

a f ixed rate of 1.729%;

- from 3/16/12 to 9/16/14

the 6-month euribor;

- f rom 9/16/14 to

12/30/14 the Euribor

interpolated at 3-4

months;

Tot al ( 12 6 ,8 3 8 ) ( 13 2 ,9 53 ) ( 12 ,0 50 ) 18 ,16 5

Tax effect (4,995)

Tot al net o f t he t ax ef f ect ( ** ) 13 ,170

of which:

Foreign currency hedging derivat ives (74,202) (61,571)

Interest rate hedging derivat ives (52,636) (71,382)

( 12 6 ,8 3 8 ) ( 13 2 ,9 53 )

(*) change in hedging reserve

(**) t he change in t he hedging reserve post ed in t he "St at ement of Changes in Consolidat ed Equit y", equal t o 12.637 t housand euro, is net of t hird part y int erest s

Key

CF Cash Flow Value Hedge

C Exchange rat e

I Int erest

Receives a f ixed rate of

5.441% and pays a

variable euribor a 3

month + 90 bps unt il

December 2009, then

6.4% f ixed rate.

Cross

Currency

Swap

F A I R V A L U E O F D E R I V A T C H A N G E I N F A I R V A L U E

8.21 – Trade payables

At June 30, 2013 the item stood at 141,136 thousand euro compared to 110,682 thousand euro

of December 31, 2012. The increase is due to the rising investments in the period compared to

the last part of the previous year.


95

8.22 – Current tax liabilities

As at June 30, 2013 this item stood at 14,240 thousand euro compared to 4,803 thousand euro

of December 31, 2012 and includes the amounts payable to the Tax Authorities for IRES for

10.2 million euro and the amounts due for IRAP for 4.1 thousand euro.

8.23 – Current financial liabilities

06/30/2013 12/31/2012 CHANGE

Interest on bonds 651 13,869 (13,218)

Interest on bank loans 733 866 (133)

Bonds (current share) 0 499,785 (499,785)

Amounts payable to other financers 2,103 2,039 64

Due to banks 10,388 9,929 459

TOTAL 13,875 526,488 (512,613)

For detailed information regarding the payables to banks and other financers existing at the end

of the six-month period, reference is made to note 8.18 “Financial indebtedness net of current

share”. The main changes include:

reduction of 13,218 thousand euro in the interest expense on the bonds for the period, not yet

paid, substantially ascribable to the repayment of Line A1;

repayment, upon the expiry date of February 2013, of Tranche A1 of the Romulus bonds for

500.0 million euro

8.24 – Other current liabilities

These amount to 132,582 thousand euro as at June 30, 2013 and mainly consist of tax

payables, amounts due to the staff, social security institutions and sundry trade payables.

Specifically, they include:

amounts due to the Tax Authorities for council surcharges on passenger boarding fees, totalling

30.3 million euro. This amount is paid in the following month for the portion collected by carriers

and is offset in trade receivables for the amount still to be collected;

payables of 55.2 million euro, of which the portion for the period is equal to 4.0 million euro;

payables not yet settled while awaiting the outcome of pending cases on appeals lodged by

several of the leading airport management companies;

payables due to ENAC for the concession fee of 12.6 million euro;

payables due to personnel and former employees for employee severance indemnities to be

settled with social security institutions, in addition to minor payables.


96

Note 9 Guarantees and major covenants on payables Gemina

The Loan that a syndicate of seven banks granted to the Parent Company on August 30, 2011

is backed by the following guarantees:

a senior pledge on the ordinary shares of ADR representing at least 35% of the share capital

comprising ordinary shares with voting right and destined to be supplemented if the guarantee

margin drops below 4.0x. Gemina commits to ensuring a guarantee margin of at least 4.0x, to

be calculated on a quarterly basis - applying the formula set in the contractual documents - as

the ratio between the simple average of the unit value of ADR shares owned by Gemina in the

last month of each quarter and the residual loan amount. as at June 30, 2013, 21,778,660 ADR

shares – corresponding to 35% of the company’s Share Capital – were pledged to the lending

banks, determined based on the book value of the equity investment, of 670 million euro;

pledge of the current account Gemina holds at Mediobanca into which the flows derived from

the disposal of equity investments, collection of dividends and other compensation will go

mandatorily.

The loan agreement provides for some rules and constraints to be complied with. The main one

is the obligation to allocate 100% of the net income deriving, inter alia, from the transfer or

provision of shares of ADR and other assets with Gemina, capital increases; the percentages is

reduced to 50% for dividends received and profits deriving from other forms of distribution. The

reinstatement of the investment grade for the subsidiary ADR allows additional financial debt to

be assumed (while respecting the contractually defined financial parameter). The loan also

requires that Gemina provides declarations and guarantees, obligations, proscriptions and

commitments, and provides for events that cancel the benefits upon termination, resolution or

withdrawal which are typical for loans with similar characteristics.

ADR Group

Bank loans taken out by ADR, as detailed in note 8.18, and the bond issue – overturned to ADR

by the vehicle Romulus Finance - under note 8.19, are guaranteed by:

special privilege (having the characteristics of a property mortgage) on plants, machinery and

instruments, as well as ADR and ADR Mobility’s stocks and any receivables deriving from the

sale of these assets;

assignment in guarantee of the receivables of ADR, ADR Tel, ADR Advertising, ADR

Assistance, ADR Mobility and ADR Security and, more generally, any right deriving from

contracts with customers and insurance policies;

pledge on the bank current accounts of ADR, ADR Mobility and ADR Security;

pledge on the shares held by ADR in ADR Tel, ADR Advertising and on the share of the capital

of ADR Assistance, ADR Mobility and ADR Security;

“ADR Deed of Charge”, (pledge provided for by the British legislation on receivables, hedging

agreements and insurance policies subject to British legislation, pursuant to loan agreements).


97

These guarantees will remain valid until the related bank loans and the Romulus loan (and thus

the outstanding bonds) are extinguished.

A large number of contractual regulations (commitments and covenants) govern the

management of ADR’s borrowings since the privatisation of the Company. Amongst the main

provisions the following can be noted:

acquisitions of financial assets are possible only with the prior approval of creditors or through a

vehicle company without recourse and in any case only through authorised indebtedness or

available cash;

profits from sale of financial assets can be used for investments or, if not used within 12 months

from collection, they shall be destined to the repayment of the payable;

payment of dividends is possible only if specific financial ratios are over the agreed thresholds

and no event of default or a trigger event occurred;

it is possible to arise a further loan only if the same financial ratios are over specified thresholds

(higher with respect to those required for normal debt management) and if the rating granted to

ADR is higher than the minimum preset levels;

if a credit line due to expire is not repaid/re-financed at least 12 months before the expiration

term, during this period the entire exceeding cash generated shall be primarily destined (based

on predefined percentage) to the repayment of the debt, the so-called retention regime

(nevertheless, if determined financial ratios are not fulfilled 24 months before the expiration

term, the retention regime can be of 24 months);

if financial covenants are lower than certain preset minimum thresholds or the rating is below the

thresholds near the sub-investment grade or other critical situations occur, as defined in the

agreement, stricter measures will be adopted for the management of cash flows in order to

hedge credits against default risk of the Company ADR.

ADR’s loan agreements also include the respect of financial covenants consisting of ratios,

defined based on actual and forecasted data, that measure: (i) the ratio between cash flow

available and debt service, (ii) the ratio between future discounted cash flows and net

indebtedness, in addition to (iii) ratio between net indebtedness and EBITDA.

The aforementioned ratios are verified twice a year, on the application dates of March 20 and

September 20, by applying the calculation methods of the respective ratios to the reference

dates as at December 31 and June 30.

Compliance with certain thresholds, which are higher than the abovementioned ratios, allows

distribution of dividends and recourse to further indebtedness; on the contrary, in the event in

which these ratios fall below minimum levels, this may result in a trigger event or event of

default.

The closing figures at June 30, 2013 enable to confirm, based on the simulations made, that the

thresholds of the financial ratios set out in the loan agreements, to be formalised to the lenders

at the next application date in September 2013, were complied with.

For more information on the covenants, reference is made to the Interim report on operations

under paragraph “Risks associated with current loan agreements”.

The trigger event condition results in a series of management restrictions for ADR, principally:

a) cash sweep with the obligation to use all available cash on the application dates (March 20 and

September 20 of each year) for (i) interest payments, (ii) early capital repayment under pari

passu regime, (iii) the guarantee of Romulus securities which cannot be repaid in advance


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through the creation of specific cash provisions in special current accounts as pledge in favour

of AMBAC (so-called cash collateralisation);

b) blocking the payment of dividends and the proscription to use any provisions for dividends

payments to make authorised investments (so-called authorised investments);

c) through the Security Agent, creditors can obtain any information, which is deemed suited, and

share a solution plan with related implementation schedule, by entrusting an independent expert

to evaluate the corporate plan providing measures and solutions for the restatement of a

compatible minimum rating. In the event the remedy plan is not implemented, Ambac will have

the faculty to increase the guarantee premium on Romulus Finance bonds;

d) no financial asset acquisitions and new loans will be allowed, even though they are destined to

repay the existing indebtedness;

e) transfer under warranty in favour of creditors of all monetary receivables of ADR with

consequent notice to debtors transferred.

Therefore, in relation to the assigned rating, ADR is still subject to the Trigger Event and Cash

Sweep restrictions previously implemented following the downgrading of the rating assigned by

Standard & Poor’s on November 30, 2007 (from BBB stable to BBB- stable). However, by virtue

of the waiver granted to the financial creditors on March 18, 2013, points a) and e) were not

applied until March 2014.

The loan agreements also provide for events that cancel the benefits upon termination,

resolution or withdrawal which are typical for loans with similar characteristics.

Fiumicino Energia

To guarantee the payment of each amount due pursuant to the leasing contract, in 2009

Fiumicino Energia stipulated an assignment contract with recourse in favour of the financer

deriving from the lease rental that Leonardo Energia must pay to Fiumicino Energia pursuant to

the company branch leasing contract. Any surplus of the receivable compared to the monthly

lease instalment shall be credited to Fiumicino Energia.

In addition Gemina issued in the interest of Fiumicino Energia:

guarantees of 4.0 million euro to guarantee the fulfilment of obligations deriving from the lease

contract entered into with UniCredit Leasing;

guarantees for a maximum of 2 million euro to guarantee the fulfilment of obligations deriving

from the loan agreement entered into with UniCredit;

subscription of a joint deed of pledge on 86.12% of the share capital, held in Fiumicino Energia

as guarantee of all receivables deriving from the lease agreement entered into with UniCredit

Leasing;

commitment with respect to the Unicredit Group of maintaining the ratio of “Net financial

indebtedness/Shareholders’ equity at fair value” at 3 or less in the Fiumicino Energia financial

statements. This covenant was complied with.


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Note 10 Categories of assets/liabilities IAS 39

Summarised below are the financial instruments held by the Group as at June 30, 2013

(compared to December 31, 2012 and June 30, 2012). Reference is made to notes 8.18 and

8.19 for a comparison between the book value and the fair value of the financial liabilities; for the

other financial instruments, the book value is a reasonable approximation of the fair value.

06/30/2013

RECEIVABLES AND LOANS

FIN. INSTR. AVAILABLE FOR

SALE

PAYABLES AT AMORTISED

COST

DERIVATIVES

Book values as at 06/30/2013

Other equity investments 2,225

Other non-current financial assets 522

Trade receivables 205,986

Other current financial assets 26,489

Cash and cash equivalents 115,190

Total assets IAS 39 348,187 2,225 - -

Financial indebtedness net of current share 283,164

Outstanding bonds 614,889

Trade payables 141,136

Current financial liabilities 13,875

Financial derivatives – non-current share 126,596

Financial derivatives – current share 456

Total liabilities IAS 39 - - 1,053,064 127,052

Income (charges) recorded in the Income

Statement in the first half of 2013:

Interest income 656

Income on derivatives 581

Other income 12,457

Interest expense (25,888)

Expenses on derivatives (14,620)

Other expenses (7,626)

13,113 - (33,514) (14,039)


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12/31/2012

RECEIVABLES AND LOANS

FIN. INSTR. AVAILABLE FOR

SALE

PAYABLES AT AMORTISED

COST

DERIVATIVES

Book values as at 12/31/2012

Other equity investments 2,257

Other non-current financial assets 9,666

Trade receivables 171,596

Other current financial assets 45,704

Cash and cash equivalents 397,742

Total assets IAS 39 624,708 2,257 - -

Financial indebtedness net of current share 139,793

Outstanding bonds 626,639

Trade payables 110,682

Current financial liabilities 526,488

Financial derivatives – non-current share 132,953

Financial derivatives – current share 197

Total liabilities IAS 39 - - 1,403,602 133,150

Income (charges) recorded in the Income

Statement in the first half of 2012:

Interest income 876

Income on derivatives 8,795

Other income 219

Interest expense (35,378)

Expenses on derivatives (2,555)

Other expenses (15,994)

1,095 - (51,372) 6,240


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Note 11 Information on financial risk

Credit risk

The maximum theoretical exposure to the credit risk for the Gemina Group, as at June 30, 2013,

is represented by the book value of financial assets disclosed, in addition to the par value of

guarantees granted on payables or third-party commitments.

The greatest exposure to credit risk is that of the ADR Group for trade receivables due from

customers. A special bad debt provision is recorded in the financial statements for the risk of

customer default in paying. Its amount is periodically reviewed. The write-down process the

ADR Group has adopted envisages that the trade positions are written down individually

depending on the age of the receivable, the reliability of the single debtor, the status of the

management file and debt recovery.

The commercial policies that the Group has initiated aim at controlling investment in receivables

as follows:

Request of cash payments for commercial transactions made with end consumers (long-term

multi-level car parks, first aid, etc.), with occasional counterparts (e.g. for registration, baggage

porterage, taxi access management activities, etc.);

Request of cash or advance payments made to air carriers that are occasional or those without

suitable creditworthiness or collateral guarantees;

Granting of deferred payment to retained customers deemed reliable (carriers with medium-term

flight scheduling and subcontractors) for which the credit rating and request of collateral is in any

case monitored.

Receivables not written down that have expired for more than 181 days mainly consist of

amounts due from companies of the Alitalia Group under extraordinary administration.

Both economic and financial relations with the new Alitalia – Compagnia Aerea Italiana – are still

particularly critical with regard to the credit risk and the subject of disputes, focused on the

disavowal of the value of a series of services provided that are not being paid for or recognised.

On this point, the credit position for invoices issued by ADR as at June 30, 2013 is specified

below:

RECEIVABLE EXPIRING EXPIRED

€000 06/30/2013 12/31/2012 06/30/2013 12/31/2012 06/30/2013 12/31/2012

Alitalia - Compagnia Aerea

Italiana S.p.A. 67,943 59,657 41,251 31,235 26,692 28,421

AirOne S.p.A. 1,705 1,650 1,371 911 334 739

Alitalia / AirOne 69,648 61,307 42,622 32,146 27,026 29,160

EAS S.p.A. - current (*) 308 308 0 0 308 308

Alitalia/CAI-AirOne-EAS Group 69,956 61,615 42,622 32,146 27,334 29,469

(*) excluding receivables for the use of common use assets


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This exposure includes the receivables for the handling system of transit baggage (NET 6000)

which at the end of the first half of 2013 amounted to 10.2 million euro; Alitalia is the main user

of the plant, generating approximately 90% of the activity. For information on the circumstances

that led to the failed payment of this amount, reference is made to the section dedicated to

“Information regarding disputes”.

Furthermore, as at June 30, 2013, the following are accrued:

receivables for the sub-concession of the Technical Area equal to 5.1 million euro, - plus local

property taxes/new property tax for 2.9 million euro. Regarding this service, ADR deems a

legitimate review of the economic terms of the sub-concession agreement applicable, which

based on preliminary understandings, subsequently disregarded by Alitalia, would lead to a

credit equal to 29.9 million euro;

receivables ascertained for the use of common use assets for the period from 2009 to March

2013 equal to 6.4 million euro, also being challenged by Alitalia-CAI. In any case ADR started

lawsuits with the other handlers that had challenged this charge (mainly towards EAS – now

Alitalia – and Aviapartner) whose outcome is excepted shortly.

Liquidity risk

Liquidity risk may occur when it is impossible to obtain, at fair conditions, the financial resources

necessary to the Group’s business.

The main factor determining the Group’s liquidity position consists of the resources generated or

absorbed by the operating and investment activities.

Interest rate risk

The Gemina Group uses derivatives, with the purpose of mitigating, at economically acceptable

terms, the potential impact of interest rate fluctuations on the economic result.

The Groups’ hedging policy is illustrated in note 8.20 above, to which reference is made.

Exchange rate risk

As for the financial indebtedness, Tranche A4 of the bond issue made by Romulus, equal to 215

million Pound Sterling, was hedged with a currency swap in Euro for the entire duration (year

2023). The characteristics of this derivative instrument are described in Note 8.20.


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Financial instruments – fair value hierarchy

Fair value is the price that would be obtained from the sale of an asset or that would be paid to

transfer a liability in a regular transaction between market operators on the measurement date.

As regards the financial instruments valued at fair value and recorded in the statement of

financial position, IFRS 7 “Financial Instruments: Disclosures” provides for these to be classified

hierarchically on the basis of the relevance of the inputs of values used to determine the fair

value. The standard makes a distinction between the following levels for the financial

instruments valued at fair value:

a) level 1 – quoted prices in active markets;

b) level 2 – when the values, other than the quoted prices above, can be observed directly (prices)

or indirectly (deriving from prices) in the market;

c) level 3 – inputs not based on observable market data.

At the end of each period, the Group establishes whether, with regard to the financial

instruments measured at fair value on a recurrent basis, transfers took place between the

hierarchy levels, reconsidering their classification.

The Group’s only financial instruments valued at fair value are the derivative instruments

described in note 8.20. These financial derivatives are included in “level 2” of the “fair value

hierarchy” defined by IFRS 7, meaning that the fair value is measured based on valuation

techniques taking parameters observable on the market, different from the prices of the financial

instrument, as reference.

In the first half of 2013 there were no transfers between the various hierarchical levels for fair

value.

Note 12 Guarantees and commitments

As at June 30, 2013 the Group had the following guarantees:

guarantees issued for the loan agreements mentioned in Note 9;

guarantees issued by the ADR Group to customers and third parties, for 0.4 million euro.

As regards the Group commitments, it should be noted that ADR holds purchase commitments

amounting to 83.1 million euro.

Within the context of purchase commitments, mention is given to ADR’s commitment, as airport

infrastructure operator, to draw up and implement plans for containing and abating noise, as

provided by the Framework Law on noise pollution (Law no. 447/1995) and by Ministerial

Decree 11/29/2000 for the airports of Fiumicino and Ciampino. To this end, ADR is effecting a

survey to establish whether and to what extent limits are actually exceeded and, should they not


104

be respected, it will draw up plans for containing and abating noise. These commitments prove

difficult to quantify and in any case must be determined in an interpretative manner as there are

no specific indications as to the activities to be considered in the “maintenance” and “upgrading”

of the infrastructures that constitute the basis for calculation pursuant to Law no. 447/1995

(framework law on noise pollution).

In consideration of the above, and on the basis of estimates available based on the investments

made on the date of this report, ADR deems that its total liability in relation to the progress of the

investment plan does not exceed 41 million euro. This figure relates to extension activities only,

and does not include maintenance. The figure may be calculated with more certainty depending

on the interpretation which will be given pursuant to current legislation and once the specific

projects have been carried out on the types of interventions to be done. Hence the amount is

conditional on subsequent events and will be defined in relation to the actual programme of the

measures to be taken.

The 11/3/2006 agreements covering sale of the equity investment held in Flightcare Italia S.p.A.

(formerly ADR Handling S.p.A.) contemplate a price adjustment condition for a maximum value

of 12.5 million euro. Of this, the portion considered to probably occur was entered in the income

statement in the years 2006-2012 with provisions for risks and charges counter-item for a total

of about 4.5 million euro as at June 30, 2013.

Note 13 Other information

13.1 – Litigation As regards litigation in progress, the Group carried out a thorough assessment of existing risks

in order to identify the litigation for which the risk of negative outcome is likely, in order to make

a reasonable assessment of provisions to be allocated.

Provisions have not been made for litigation for which, given the different legal interpretations, a

negative outcome is merely possible, in accordance with the principles and procedures

governing the preparation of financial statements.

Furthermore, there are a limited number of civil proceedings underway, for which no provisions

were made, as the impact of any negative outcome for the Group, although negligible, could not

be measured.

We do not believe that current litigation and potential litigation can give rise to liabilities greater

than the amounts already allocated to the relevant provisions.

Customs Agency

In 2007, the main Customs Office of Rome charged ADR with some irregularities in sales made

at the Duty Free Shops over the period January 1, 1993 – January 31, 1998 to passengers with

destinations within the EU Community, exceeding the limits of quantities and value, notifying an

order to pay VAT, manufacture tax and duties on tobacco, due according to assessments made

for a total of 22.3 million euro. ADR appealed to the Provincial Tax Commission, which rejected


105

the appeal with a ruling of the Commission in April 2009. The Customs Agency subsequently

initiated the procedure for collection of the amounts assessed as owed, equal to 26.1 million

euro (including interest and expenses), which ADR is paying by instalment. ADR lodged an

appeal against the first instance judgement, rejected with judgement of May 2010 of the

Regional Tax Commission of Rome. This further unfavourable evolution increased the risk of a

negative outcome, independently from the unchanged position, in Court, of the Company and its

tax experts on the lack of grounds of the tax claim and the substantial and formal correctness of

the company’s actions. In preparing the financial statements as at December 31, 2010, also the

amounts of the taxes assessed on a statistical-deductive basis were allocated, thus matching

the provisions with the entire amount of the tax payment, including interest and additional

charges. While deeming the Company’s position, in Court, unchanged as regards the

groundless of the tax claim and the substantial and formal correctness of its actions, the

Company proposed an appeal in the Court of Cassation. On March 5, 2013 the hearing to

discuss the appeal in the Court of Cassation was held; downstream of the debate, the Company

is waiting for the sentence to be filed.

Tax Police Assessment

On May 15, 2013 the Rome Tax Police Unit Headquarters started an audit activity towards ADR

regarding Direct Taxes for the 2008 taxation period.

Application of rights to Swiss carriers

ADR contested the Italian Civil Aviation Authority’s letter of April 13, 2010 and the Ministry of

Transport’s note of May 13, 2010 before the Lazio TAR. These notes indicate that ADR must

apply EU fee charges to Swiss carriers, or better, to flights to and from Swiss Confederation

territory; ADR applies extra-EU fees for these flights. The Italian Civil Aviation Authority’s

affirmation is based on the fact that the EU-Swiss Confederation agreement of January 21, 1999

(which entered into force on June 1, 2002) gave equal rights to Swiss and EU carriers and,

therefore, ADR is discriminating Swiss carriers. However, the company retains that it has not

discriminated, given that the application of airport fees, and their amounts, are regulated in Italy

by Ministerial Decree dated November 14, 2000 which is based on the territory (within or outside

of the European Union) of the flight and not on the subjectivity of the carrier that provides it. With

sentence of June 2012 the Lazio Regional Administrative Court declared the appeal

inadmissible “having to exclude that the notes being appealed against express orders taken”,

excluding from its sphere the determination on the measure of the airport fees due to

Switzerland, ascertaining, on this point, the jurisdiction of the Ordinary Judge. The overall

maximum amount for the potential request to return is estimated at about 12.7 million euro

(figure updated to June 2013), plus interest; the right that would be obtained from these carriers

shall in turn be assessed in Court.

On this issue, in July 2011 ADR was served the complaint of Swiss International Airlines Ltd

(“Swiss”) for the repayment of 5.2 million euro (including interest, subsequently reduced to 1.6

million euro due to a material error committed in the initial quantification) equal to the amount

paid in excess by Swiss from 2002 to 2009 for take-off and landing fees. In August 2011 ADR

was notified a similar appeal once again by Swiss with a claim for 3.5 million euro (including

interest) as passenger boarding fees.


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Compensation for the baggage handling system

In July 2011 ADR was notified, in its capacity as party involved, the appeal lodged before the

Lazio Regional Administrative Court by IBAR and ten carriers for the repeal of the letter of May

11, 2011 with which the Civil Aviation Authority declared that, with reference to the fee to use

the automatic handling system of transit baggage “NET6000”, the cost connection limit just for

2011 is “equal to 1.87 euro per piece of baggage”. The appellants did not formulate any plea for

suspension, and the parties are awaiting the setting of the merit hearing.

In relation to the failed payment from January 2011 for the use of the NET6000 system by the

numerous carriers, at the end of 2011, ADR filed the relevant appeals for injunctions to recover

its credit expired at the end of September 2011, equal to 3.8 million euro, of which 3.6 million

towards Alitalia. In June 2012 Alitalia was notified a second injunction for 1.8 million euro

regarding the invoices issued until January 2012, only partially paid by Alitalia, which arbitrarily

reduced the remuneration from 1.87 euro to 0.30 euro per passenger. All the carriers proposed

an objection to the injunctions obtained and notified to them by ADR and the relevant first

hearings are scheduled from the end of September. On November 6, 2012 ADR filed a third

injunction against Alitalia for 1.9 million euro regarding the invoices issued until September

2012, net of the payments made by Alitalia for a value of 0.38 euro per passenger. On

November 27, 2012 the Judge rejected the injunction. On April 29, 2013 Alitalia was summoned

in relation to the amounts concerning the third rejected injunction, with the addition of those

amounts relating to the period October 2012 – March 2013, for a total value, net of the advance

payments made by Alitalia for 0.38 euro per passenger, equal to 4.2 million euro.

Tariff regulation

On February 27, 2013, ADR was notified three appeals (Assohandlers, Assaereo and

Codacons) to Lazio Regional Administrative Court contesting the Planning Agreement, the

Prime Ministerial Decree of December 21, 2012 and all the other conditioning, connected and

consequent deeds. On February 28, 2013 a similar appeal to Lazio Regional Administrative

Court was notified by the Municipality of Viterbo, with a claim for damages. For the first three

proceedings Assaeroporti has filed an appeal of opposition. On March 20, 2013 the hearing was

held for the appeals filed by Assohandlers and Assaereo; the plaintiffs renounced any

discussion about the suspension. The relevant hearing was thus scheduled for December 18,

2013. At the hearing of April 10, 2013 the Lazio Administrative Court did not grant the

suspension requested by Codacons and set the related hearing for December 18, 2013. The

Codacons lodged an appeal before the Council of State against the ordinance that rejected the

precautionary measure. On June 19, 2013 the ruling n. 2303/2013 with which the Council of

State rejected the Codacons’ appeal was filed.

On April 29 ADR was notified three extraordinary appeals to the Head of State promoted by

Aicai, DHL, UPS and TNT; Lufthansa, Austrian Airlines and Swiss; Consorzio Airport Cargo

Operators and other 14 shippers, respectively. All appeals contest the Single Deed, the Prime

Ministerial Decree of approval, the Additional Deed and all the other assumed and connected

deeds, with similar arguments to those of the previous appeals to Lazio Administrative Court, in

addition to specific disputes regarding the increased tax on goods. On May 2, 2013 ADR was

notified a similar extraordinary appeal to the Head of State filed by the handling company

Consulta, with the same reasons as the previous ones, including the request for precautionary

measures.


107

ADR objected to all the appeals with the Head of State, demanding that these are decided

during the legal proceedings before the Lazio Regional Administrative Court. Subsequently to

this objection, Consulta, Consorzio Airport Cargo Operators and another 14 shippers, Lufhtansa,

Austrian and Swiss took formal action before the Lazio Regional Administrative Court; ADR did

the same.

“Avio” service station risk

IBAR (Italian Board Airlines Representatives) and six carriers filed an appeal with the Lazio

Regional Administrative Court against the Civil Aviation Authority’s memorandum of September

15, 2006 with which the Civil Aviation Authority communicated the results of the controls carried

out at airports managed by full-service operators “in order to analyse the correlation between

costs and the flat rates charged by airport operators to oil companies". The date of the hearing

has yet to be announced.

ENI has brought a claim before the Rome civil court against its own client airlines in order to

ascertain their obligation to pay the oil company the amounts it owes to airport operators, and to

order them to pay the amount accrued since October 2005. In the same claim, ENI has also

brought a secondary claim against airport operators, including ADR, in order to ascertain that

the concession fees paid by ENI to airport operators should not be calculated on the basis of the

amount of fuel supplied to airlines. Moreover, as specifically regards ADR, ENI requests that the

Company be ordered to return the amount paid in October 2005, totalling 0.2 million euro and

that it be determined that ENI does not owe the amount of 1.1 million euro requested by ADR

until May 2006 and yet unpaid. The issue of the sentence is awaited.

AirOne summoned in the Civil Court of Rome, both Tamoil, its supplier of avio fuels, and some

airport operators, including ADR, with the request to assess any illegal payments for the use

airport infrastructures required by the operators to the oil companies which, in their turn, charged

these amounts to the carriers. The claim also includes the request that Tamoil – jointly with

summoned airport operators – be bound to refund 2.9 million euro paid by Airone since 2003.

With non definitive sentence in 2012, the Judge provided an expert to examine the case which is

set to be heard on September 25, 2013.

Admittance of liabilities of the Alitalia Group under extraordinary administration

Following the rulings of the Bankruptcy Section of the Court of Rome declaring the state of

insolvency of Alitalia S.p.A. under extr. adm., Volare S.p.A. under extr. adm., Alitalia Express

S.p.A. under extr. adm., Alitalia Servizi S.p.A. under extr. adm., and Alitalia Airport S.p.A. under

extr. adm.; between the end of 2011 and the first few months of 2012 the insolvencies were

filed. ADR proposed a denial of insolvency for Alitalia under and Alitalia Airport under. Moreover,

after viewing the first plan for partial distribution for which the Judge had ordered the filing, on

May 28, 2013 ADR proposed a complaint, requesting a partial amendment, subject to allocation

of the amounts corresponding to the credit being challenged of 2.8 million euro, downgraded

from the preference status to the unsecured status.

Revocatory actions: Volare Group

In 2009 Volare Airlines S.p.A. under extraordinary administration and Air Europe S.p.A. under

extraordinary administration instituted a civil lawsuit to obtain the revocation of the payments

made to ADR over the year prior to the carrier’s admission to insolvency proceedings and the

sentencing of ADR to return the amount of 6.7 million euro and 1.8 million euro, respectively.

With rulings of June 2011 the court ordered ADR to pay the amount requested; the Company


108

has proposed an appeal. With reference to the ruling of Volare Airlines under extraordinary

administration, with decision of July 2012, the Court of Appeal of Milan rejected the appeal put

forward by ADR, which, to avoid the executive procedure, paid 7.4 million euro (including

interest and expenses). The Air Europe hearing is adjourned until March 6, 2014 to pronounce

the final judgment.

Ligabue Gate Gourmet S.p.A. bankruptcy

A group of 16 plaintiffs has served a writ of summons against ADR and Fallimento Ligabue

Gourmet (Ligabue Gourmet Bankruptcy), whereby they are contesting the validity of the sale of

the company branch of the Ovest catering company by ADR to Ligabue, with a consequent

request for compensation for damages for 9.8 million euro. With ruling of June 2010, ADR won

the dispute. 14 plaintiffs filed an appeal, with respect to which ADR has made its entry of

appearance. The next hearing is scheduled for December 2, 2014.

Contract Works

ATI NECSO Entrecanales – Lamaro Appalti have appealed to the Supreme Court against the

sentence of the Appeal Court which in 2011 fully rejected the claim for damages for 9.8 million

euro, plus interest, revaluation and costs, for the claims posted in the accounts relating to the

contract for work on the extension and restructuring of Satellite Ovest (Satellite West) at

Fiumicino airport. A hearing to discuss the case has not been scheduled yet.

In January 2012 the ATI Salini – Ircop appealed to the Lazio Administrative Court against ADR

for the cancellation, with prior suspension, of the rulings to exclude the ATI, due to an anomaly

in the economic bid, from the procedure to entrust the upgrading works of Runway 2 at

Fiumicino airport, as well as for the acknowledgement of the damages deriving from the failed

awarding. With sentence of December 14, 2012, the Regional Administrative Court rejected the

claim of the ATI. The Parties that were unsuccessful at 1st instance proposed an appeal with the

Council of State, insisting on the claim for damages. The date of the hearing has yet to be

announced.

With reference to the evolution of the negotiations with ATI Cimolai, which was awarded the

construction works at departure area F (formerly Pier C), although it is not a litigation case, it is

noted that, with the signature of the Planning Agreement, the main assumption was met to

restart all the works previously slowed down in connection with the failed finalisation of the tariff

agreement. The works can be fully resumed only after agreeing on the new contractual terms for

the finalisation with ATI.

Damage Claims

In 2011 ADR received damage claims for 27 million dollars for direct damages (the indirect ones

are still being defined) from AXA Assicurazioni, who insures Ryanair, for the damage suffered by

aircraft B737-800 E-IDYG as a consequence of the emergency landing due to a bird strike

taking place on November 10, 2008 at Ciampino airport. ADR declines any responsibility for the

event. Should the survey being conducted by the competent authorities reveal ADR's clear

responsibility, the compensation would be covered by the third-party liability insurance policy of

the Airport Operator.

Surety on the Customs Agency litigation

In 2002, having received the consent of IRI to sell 44.74% of ADR to the Macquarie Group,

Gemina, Impregilo S.p.A. and Falck S.p.A. took the place of IRI, directly assuming the


109

commitment to indemnify ADR, with a share of 50.0%, 13.10% and 36.90%, respectively. This

commitment was issued by IRI upon the privatisation of ADR for the purpose of covering

51.166% of capital losses the company may incur due to tax claims for deeds and declarations

relating to periods prior to the privatisation, which took place in July 2000. The dispute between

ADR and the Customs Agency regards the period 1993-1998, and is covered by the

aforementioned guarantee, which will be enforceable following the final judgment ruling against

ADR. Impregilo S.p.A. and Falck S.p.A. do not recognise the guarantee as valid. ADR has

instituted action against these companies for the purpose of sentencing them to pay the

amounts owed, on condition that the final judgment ruling against ADR is passed. With ruling of

October 2012, the Court of Rome accepted ADR's claim. Impregilo S.p.A. and Falck S.p.A.

appealed to demand that this ruling be reformed; the first hearing is set for September 27, 2013.

In the consolidated financial statements, provisions have been allocated against the risk relating

to the litigation with the Customs Agency. In Gemina’s financial statements, provisions were

allocated in the event of a total negative outcome for ADR and ADR’s activation of the

guarantee.

Rizzoli litigation

In 2010 Gemina was served, on request of RCS MediaGroup S.p.A. (“RCS”), with a writ of

summons for a third party in the proceedings instigated by Mr. Angelo Rizzoli against RCS,

Intesa San Paolo S.p.A., Mittel S.p.A., Edison S.p.A. and Giovanni Arvedi. Mr. Rizzoli

formulated a series of claims aimed at compensating for the economic damages he incurred as

a result of the sale of Rizzoli Editore S.p.A., which owns Corriere della Sera, to group of

entrepreneurs. The events date back to 1974-1986. RCS, in addition to fully rejecting the

plaintiff’s claims, stating they were completely without grounds and considerably subject to the

statute of limitations and, as a final alternative, requested that Gemina be summoned to court,

as the party from which the current RCS derives, due to the known spin-off stipulated in 1997.

Gemina still deems Mr. Rizzoli’s claims, as well as RCS’s request to summon Gemina to court,

to be groundless. With ruling of January 2012, the Court of Milan rejected all the plaintiff’s

claims, condemning the losing party to fully pay the legal expenses (1.0 million euro in favour of

Gemina). In February 2012 Mr. Angelo Rizzoli proposed an appeal, requesting the suspension

of the executive effectiveness of the appealed ruling. At the hearing held on June 26, 2012, the

Appeal Court confirmed the provisional enforceability of the condition to fully pay the legal

expenses and adjourned the proceedings for pronouncement of the sentence final to the hearing

of October 21, 2014. Gemina’s right to pay legal expenses as shown above was recorded under

the receivables while the residual amount to be paid for the professional services supplied by

Gemina lawyers is recorded under trade receivables.

Green Certificates

Pursuant to art. 4, subsection 2 of Ministerial Decree of October 24, 2005 and consequently to

resolution of GSE S.p.A. of October 22, 2008, the co-generation power plant for the district

heating of the subsidiary company Fiumicino Energia was qualified as thermo-electrical plant in

co-generation and the right to the issue of green certificates only for the portion of energy

actually used for the district heating of the airport network.

In compliance with art. 14 of Legislative Decree no. 20 of February 8, 2007, which subordinates

the right to the issue of green certificates to obtaining the EMAS registration within two years


110

from the plant being commissioned, Fiumicino Energia presented the EMAS registration petition

on August 4, 2010. The registration process was suspended by the committee for Ecolabel and

Ecoaudit “ …for the special organisational configuration existing between Fiumicino Energia and

Leonardo Energia”.

Consequently, the Energy Services Operator (GSE) arranged for the issue of green certificates

to be blocked. During 2011 Fiumicino Energia and Leonardo Energia filed two appeals to the

TAR against the provisions by proposing different ground for illegality. With rulings of May 16,

2012 the Lazio Regional Administrative Court accepted the appeals and in particular

ascertained that Fiumicino Energia meets the organisational requirements to obtain the EMAS

registration.

On May 24, 2012, Leonardo Energia and Fiumicino Energia asked the committee for Ecolabel

and Ecoaudit to adopt the EMAS registration. Due to the inactivity of the Committee, on

September 27, 2012 the two companies lodged an appeal for compliance with the Regional

Administrative Court. In the meeting of October 22, 2012 the EMAS Italia section of the

committee for Ecolabel and Ecoaudit finally resolved the registration of the Organizzazione

Fiumicino Energia S.r.l., starting from September 29, 2010 until September 27, 2013.

This allowed the resumption of the procedure with the GSE for the issue of the Green

Certificates. In February 2013 the GSE issued the past green certificates for the year 2009 and

2011 in favour of Leonardo Energia. A normal regime was thus reinstated, with the request by

Leonardo Energia of the green certificates for the year 2012 in April 2013.

13.2 - Transactions with Related Parties In implementing the provisions of article 2391-bis of the Italian Civil Code and the Consob

Regulation adopted with resolution no. 17221 of March 12, 2010, later modified with Resolution

no. 17389 of June 23, 2010 (Consob Regulation), the Gemina Board of Directors adopted a

procedure pursuant to Article 4 of the Consob Regulation in its meeting of November 12, 2010,

after having received the favourable opinion of a specially established committee made up

solely independent Directors to ensure the transparency and substantially and procedural

correctness of the transactions with related parties carried out directly or via subsidiaries.

The Procedure entered into force on January 1, 2011 and regulates the approval processes for

transactions carried out through subsidiaries and the disclosure that should be provided

regarding transactions with related parties.

In “Intercompany relations and transactions with related parties” of the Interim report on

operations to which reference is made, the main transactions with related parties are analysed,

which had a significant effect on the financial situation or result of the Group.

Furthermore, the accounts in this statement show for each item the amount referred to the

transactions with related parties.

Transactions with related parties do not include atypical or unusual transactions carried out in

the first half of 2013.

13.3 – Subsequent events For a description of the subsequent events reference is made to the paragraph “Subsequent

events” of the Interim report on operations.


111

List of equity investments

EQUITY INVESTMENT

NAME FORM REGISTERED OFFICE

BUSINESS CURRENCY CAPITAL SHARE % VIA: CONSOLIDATION SHARE

CONSOLIDATION METHOD

BOOK VALUE

* ** ***

PARENT

COMPANY

GEMINA L Fiumicino

(Rome)

Holding of equity

investments

euro 1,472,960,320 n/a n/a 100.00 Line-by-line

AIRPORT

ACTIVITY

ADR UL Fiumicino

(Rome)

Airport

management

euro 62,224,743 95.90 Direct 100.00 Line-by-line

ADR Engineering UL Fiumicino

(Rome)

Airport

engineering

euro 774,690 100.00 Aeroporti di

Roma S.p.A.

100.00 Line-by-line

ADR Tel UL Fiumicino

(Rome)

Telecommunicati

ons


Roma S.p.A.

100.00 Line-by-line

1.00 ADR

Sviluppo

ADR Advertising (1) UL Fiumicino

(Rome)

Advertising euro 1,000,000 51.00 Aeroporti di

Roma S.p.A.

100.00 Line-by-line

ADR Assistance S.r.l. Fiumicino

(Rome)

Assistance to

passengers with

reduced mobility

euro 6,000,000 100.00 Aeroporti di

Roma S.p.A.

100.00 Line-by-line

ADR Sviluppo S.r.l. Fiumicino

(Rome)

Real estate euro 100,000 100.00 Aeroporti di

Roma S.p.A.

100.00 Line-by-line

ADR Mobility S.r.l. Fiumicino

(Rome)

Management of

parking and car

parks


Roma S.p.A.

100.00 Line-by-line

ADR Security S.r.l. Fiumicino

(Rome)

Security and

control services


Roma S.p.A.

100.00 Line-by-line

Romulus Finance S.r.l. Conegliano

(Treviso)

Credit

securitisation

euro 10,000 - n/a - Line-by-line

Ligabue Gate

Gourmet Roma in

bankruptcy

UL Tessera

(Venice)

Airport catering euro 103,200 20.00 Aeroporti di

Roma S.p.A.

20.00 Valued at cost

Fiumicino Energia S.r.l. Fiumicino

(Rome)

Electricity

Production

euro 741,795 87.14 Direct 100 Line-by-line

Leonardo Energia S.C.a

r.l.

Fiumicino

(Rome)

Electricity

Production

euro 10,000 90.00 Fiumicino

Energia

S.r.l.

100 Line-by-line

10.00 Aeroporti di

Roma S.p.A.

S.A.CAL. UL Lamezia

Terme

(Catanzaro)

Airport

management


Roma S.p.A.

16.57 Valued at cost 1.307

Aeroporto di

Genova

UL Genova Sestri Airport

management


Roma S.p.A.

15.00 Valued at cost 895

Consorzio E.T.L. in

liquidation

Cons. Rome Study of

European

transport rules


Roma S.p.A.


Consorzio Agere Cons. Rome Participation in

tenders

euro 10,000 33.00 ADR

Engineering



112

EQUITY INVESTMENT

NAME FORM REGISTERED OFFICE

BUSINESS CURRENCY CAPITAL SHARE % VIA: CONSOLIDATION SHARE

CONSOLIDATION METHOD

BOOK VALUE

* ** ***

OTHER

Domino S.r.l. Fiumicino

(Rome)

Internet services euro 10,000 100.00 Direct 100.00 Valued at cost 10

Directional Capital

Holdings in

liquidation (2)

N.V. Channel

Islands

Financial

activities

euro 6,249 5.00 Direct 5.00 Valued at cost 1 euro

cent

Gemina Fiduciary

Services

S.A. Luxembourg Trust company euro 150,000 99.99 Direct 99.99 Valued at cost 1 euro

cent

* The consolidated share refers to consolidation within the specific group belonging to the Gemina Group.

** The consolidation method of indirect equity investments is attributable to sub-consolidation and not directly to

Gemina.

*** Book value for equity investments posted at cost, with the shareholders’ equity method, in thousands of euro.

(1) Equity investment held in the ordinary share capital of the company (500,000 euro). The stake held in the overall

share capital (1,000,000 euro) is 25.5%.

(2) As from March 31, 2008, the company is in liquidation.

L Listed joint stock company.

UL Unlisted joint stock company.

S.r.l. Limited liability company.

Cons. Consortium.

S.c. a r.l. Limited liability consortium company.


113

Certification of the Condensed interim financial statements in accordance with art. 154 bis of Italian Legislative Decree 58/1998 and with art. 81-ter of Consob Regulation no. 11971 of May 14, 1999 and subsequent amendments and additions

We, the undersigned, Carlo Bertazzo, in my position of Managing Director, and Sandro

Capparucci in my position of Manager in charge of preparing the corporate accounting

documents of Gemina S.p.A., taking also account of provisions set forth by Art. 154-bis,

subsections 3 and 4 of Italian Legislative Decree no. 58 of February 24, 1998, hereby declare:

the consistency with regard to the characteristics of the company and

the actual application of the administration and accounting procedures for the drafting of the

condensed interim financial statements over the first half of 2013.

It is also stated that:

the condensed interim financial statements as at June 30, 2013:

were drawn up pursuant to the applicable International Accounting Standards adopted by

the European Union pursuant to regulation (EC) no. 1606/2002 of the European Parliament

and Council of July 19, 2002, as per amendment to regulation (EC) no. 297/2008 of the

European Parliament and Council of March 11, 2008;

correspond to figures disclosed in the accounting books and records;

supply a true and fair disclosure of the equity, economic and financial situation of the issuer

and of the companies included in the consolidation area;

the Interim Report on Operations includes a reliable analysis of references to important events

which occurred in the first six months of the financial year and their effects on the Condensed

interim financial statements, together with a description of the main risks and uncertainties for

the remaining six months of the financial year.

Moreover, the interim Report on Operations includes a reliable analysis of information on

relevant related party transactions.

Fiumicino, August 1, 2013

The Managing The Manager

Director in charge of preparing

(Carlo Bertazzo) the corporate accounting documents

(Sandro Capparucci)


114

INDEPENDENT AUDITORS’ REPORT

Reconta Ernst & Young S.p.A.Via Po, 3200198 Roma

Tel. (+39) 06 324751Fax (+39) 06 32475504www.ey.com

Reconta Ernst & Young S.p.A.Sede Legale: 00198 Roma - Via Po,32Capitale Sociale € 1.402.500,00 i.v.Iscritta alla S.O. del Registro delle Imprese presso la CC.I.A.A. di RomaCodice fi scale e numero di iscrizione 00434000584P.I. 00891231003Iscritta all’Albo Revisori Contabili al n. 70945 Pubblicato sulla G.U.Suppl. 13 - IV Serie Speciale del 17/2/1998Iscritta all’Albo Speciale delle società di revisioneConsob al progressivo n. 2 delibera n.10831 del 16/7/1997

A member firm of Ernst & Young Global Limited

Auditors’ review report on the condensed consolidated interim financial statements(Translation from the original Italian text)

To the Shareholders ofGEMINA – GENERALE MOBILIARE INTERESSENZE AZIONARIE S.p.A.

1. We have reviewed the condensed consolidated interim financial statements,comprising the consolidated statements of financial position, income, comprehensiveincome, changes in equity and cash flows and the related explanatory notes, ofGemina S.p.A. and its subsidiaries (the “Gemina Group”) as of June 30, 2013.Management of Gemina S.p.A. is responsible for the preparation of the condensedconsolidated interim financial statements in conformity with the InternationalFinancial Reporting Standards applicable to interim financial reporting (IAS 34) asadopted by the European Union. Our responsibility is to issue this review report basedon our review.

2. We conducted our review in accordance with review standards recommended byConsob (the Italian Stock Exchange Regulatory Agency) in its Resolution no. 10867 ofJuly 31, 1997. Our review consisted primarily of obtaining information on theaccounts included in the condensed consolidated interim financial statements and theconsistency of the accounting principles applied, through discussions withmanagement, and applying analytical procedures to the financial data presented inthese consolidated financial statements. Our review did not include the application ofaudit procedures such as tests of compliance and substantive procedures on assetsand liabilities and was substantially less in scope than an audit conducted inaccordance with generally accepted auditing standards. Accordingly, we do notexpress an audit opinion on the condensed consolidated interim financial statementsas we would express on the annual consolidated financial statements.

The condensed consolidated interim financial statements present the comparativefigures of the prior year end and those of the corresponding period of the prior year,some of which were restated by the Directors as disclosed in the explanatory notes,with respect to the amounts previously presented that have been respectively auditedand reviewed by other auditors. Accordingly, reference should be made to the reportsof the other auditors issued, respectively, on March 25, 2013 and on August 3, 2012.We have reviewed the methods used to restate the comparative figures and therelated disclosures for the purpose of issuing this review report.

2

3. Based on our review, nothing has come to our attention that causes us to believe thatthe condensed consolidated interim financial statements of Gemina Group as of June30, 2013 are not prepared, in all material respects, in conformity with theInternational Financial Reporting Standards applicable to interim financial reporting(IAS 34) as adopted by the European Union.

Rome, August 2, 2013

Reconta Ernst & Young S.p.A.Signed by: Luigi Facci, Partner

This report has been translated into the English language solely for the convenience ofinternational readers

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