Italy

Pedemontana Lombarda Highway

The work calls for the final construction design and the construction of the first section of the Como and Varese Bypasses, and the link between the A8 and A9 highways (from Cassano Magnago to Lomazzo), with the construction of approximately 26 km of highway and secondary roads, including about 7 km of tunnels.

During fiscal year 2010, the final design was approved and Contract Amendment No. 1 was entered into in February. The Amendment not only sets the total contractual amount at € 880 million, it also calls for and governs the advance construction of certain works and executive design portions without including any contractually specified completion times. In December 2010, not only was the executive plan approved, an addendum to Contract Amendment No. 1 was entered into (which effectively increased the activities defined as advance works), and partial delivery of the work took place on December 7, 2010.

Starting with fiscal year 2011, however, and continuing into fiscal year 2012, the client experienced growing issues with its ability to meet its contractual financial commitments. In spite of these difficulties, the general contractor continued with construction according to the work schedule defined with the client, while initiating the contractually specified procedures provided for its own protection in connection with these issues. By the early part of fiscal year 2013, the client had largely overcome these financial difficulties and activities continued normally according to the program timeline over the remainder of the fiscal year. In particular, on November 30, 2013, the link between the A8 and A9 highways reached substantial completion, as called for in the contractual documents.

On March 6, 2014, the Company signed Contract Amendment no. 3, the related Addendum and the delegation of payment of the Grantor CAL. These acts mainly involved:

the determination of the new contract value of € 922 million;
confirmation of substantial completion of the A8 – A9 road link on November 30, 2013;
extension of the deadline for the substantial completion of the Como and Varese Bypasses to June 30, 2014;
the definition of the following new procedures for pre-financing payment arrangements: € 128 million by March 30, 2014 through the delegation of payment of the grantor CAL, € 32 million no later than 30 days before the substantial completion of the bypasses through the delegation of payment of the grantor CAL, € 40 million, with interest, by January 31, 2015, by the client APL.

The percentage of completion as of September 30, 2014, was 94.5%.

Line 4 of the Milan Metro

Impregilo, the leader, representative and member of a grouping of companies consisting of Astaldi, Ansaldo STS, Ansaldo Breda, ATM (Azienda Trasporti Milanese, Milan Transport Company), and Sirti, won the final competitive bidding issued by the City of Milan to find a private partner of a joint enterprise for the concession to design, build, and manage line 4 of the Milan Metro. The new line, which will be fully automated (there will be no engineer on board), will encompass a total of 15.2 km along the Linate-Lorenteggio section. The project calls for the final detailed design and construction of two single-track tunnels, one in each direction, with 21 stations, 32 structures/ventilation shafts/exits, and a depot/workshop.

The total value of the investment – consisting primarily of civil engineering works, providing technological services, and mechanical – is approximately € 1.7 billion, with about two thirds of the funding coming from public State and City contributions.

To coordinate the construction activities of the project, Salini Impregilo S.p.A. created the MM4 Consortium with only the private partners (Astaldi, Ansaldo STS, Ansaldo Breda, and Sirti). The Consortium in turn assigned the civil engineering and non-system facilities to consortium members Impregilo and Astaldi, which are in turn equal partners in Metroblu S.c.r.l..

On June 20, 2013, the Addendum to the Ancillary Agreement was signed between SP M4 ScpA (a project company under ATI consisting of the same participating companies) and the Client. This Addendum redefined the work schedule, focusing solely on the work for the “EXPO Section” and, among other things, increased the total investment to approximately € 1.8 billion.

The percentage of completion as of September 30, 2014, was 9.5%.

Port of Ancona

On December 18, 2013, Salini Impregilo, as leader of a grouping of companies, won the competitive bidding for construction and management of the road link between the Port of Ancona, the A14 Highway, and State Route 16, “Adriatica”. The value of the project is approximately € 480 million and the concession period is 30 years from completion of the work. The initiative under concession anticipates a total revenue of about € 2,540 million over the infrastructure management period. The project financing proposal submitted by the grouping of companies was declared of public interest by the ANAS Board of Directors in April 2008.

The final design of the project will begin during the second half of 2014, after the concession agreement signed at the end of 2013 becomes effective.

Work on the new infrastructure will begin in 2015, upon completion of the procedure for designing and approving the final plan, and will be completed within five years. The new roadway will be about 11 km long, including main and linking roads, and will represent a strategic undertaking aimed at optimizing traffic flow between the Port of Ancona, the city, and the major roadway consisting of the A14 highway, allowing for adequate growth of the Ancona logistics system based on the port, intermodal freight terminal and airport.

Milan-Genoa High Speed/Capacity Railway Line Project

This project involves construction of the Milan to Genoa High Speed/Capacity railway line, which was awarded to the CO.C.I.V. Consortium as the general contractor with a TAV (as operator of the State Railways)/CO.C.I.V. Agreement dated March 16, 1992. Impregilo is the project leader.

As we know, the project underwent a complex, articulated pre-contractual phase which evolved on a number of fronts from 1992 to 2011, many of which were contentious.

After Decree-Law no. 112/2008, converted into Law 133/2008, and Budget Law 2010, which required the project to be completed through construction lots, went into effect, additional contacts between the parties were initiated to explore the possibility of resuming execution of the Agreement and waiving the compensatory claims of the pending litigation, as expressly called for by Budget Law 2010.

The contract for work on the Giovi Third Railway Crossing - Milan-Genoa High Speed/High Capacity Line, was signed in November 2011. The total value of the works awarded to the General Contractor CO.C.I.V., led by Salini Impregilo with 68.25%, comes to approximately € 4.8 billion. The first lot of the work, already funded by the CIPE in the amount of € 500 million, involves the construction of works and activities for € 430 million. By resolution 86/2011 published in Official Gazette issue no. 65 dated March 17, 2012, the CIPE allocated the resources for the second construction lot. On March 5, 2012, the Court of Auditors posted funding of € 1.1 billion for the second lot. On March 23, 2013, the CO.C.I.V. and RFI agreed to start Lot 2 for € 617 million.

In addition, in the latter part of the first half of 2013, the arbitration proceedings which had started in previous fiscal years – aimed at obtaining the amounts owed to the Consortium for work performed prior to the effective date of Decree-Law No. 112/2008 mentioned earlier, with the Consortium only filing for the costs actually incurred – came to a positive conclusion. In addition, upon conclusion of the aforementioned arbitration proceedings, the Consortium’s obligation to return the contractual advance which it had cashed, including eligible late payment charges, went into effect. This obligation was fulfilled early in the third quarter of 2013 by offsetting with the amounts owed to the Consortium according to the aforementioned arbitration proceedings, in keeping with the provisions of the Addendum to the November 2011 Agreement.

Lastly, the Salini Impregilo Group's share in the CO.C.I.V. Consortium was increased to 64% as a result of the finalization of the agreements signed with the partner Tecnimont S.p.A. in September 2013. An additional 5% was indirectly acquired through the subsidiary CIV S.p.A. in the first half of 2014.

The percentage of completion of the Active Lots (1 and 2), was 17.1% as of September 30, 2014.

Salerno-Reggio Calabria Highway Project: Lots 5 and 6

The project involves the improvement and modernization of the last section of the Salerno-Reggio Calabria Highway in the stretch between the cities of Gioia Tauro and Scilla (Lot 5), and between Scilla and Campo Calabro (Lot 6). Impregilo is involved in the project with a 51% share.

With regard to Lot 5, which involved serious disputes with the client which ultimately came to a positive resolution, new critical situations were encountered starting with the second half of 2012. These situations, attributable to the added difficulty of obtaining the desired productivity levels as well as the social and environmental conditions that remain critical in the entire area of jobsite operation, resulted in the need to review the estimates over the entire lifetime of the contract, which consequently showed a loss situation; this was already fully reflected in the 2012 income statement. In this regard, no new significant critical elements requiring that changes be made to past measurements arose during the first half of 2014. The completion date for the entire macro-lot is set for October 31, 2014.

The percentage of completion at September 30, 2014, was 95.7% at Lot 5 and 89.8% at Lot 6.

Ionica State Highway

At the end of 2011, Impregilo, in partnership with Astaldi, won the ANAS competitive bidding for construction work on the third maxi-lot of the Ionica State Highway (“SS-106”) to be assigned to a general contractor. The value of the new contract is about € 791 million (of which 40% for Impregilo). The new infrastructure involves the development of a total of 38.0 km from the junction with state road 534 (SS-534) to Roseto Capo Spulico (Cs). The main works of the project involve the construction of some 13 km of tunnels, about 5 km of elevated roads, and 20 km of embankments. The overall duration of the work is expected to be about 7 years and 8 months, including 15 months to develop the design (final and construction) and to prepare for the start of work, with the remaining 6 years and 5 months for the construction phase.

The percentage of completion as of September 30, 2014, was 2.4%.

Third lane of Venice-Trieste A4 Highway (Quarto d’Altino – San Donà di Piave)

In November 2009, the grouping of companies led by Impregilo S.p.A. as agent won the competitive bidding for the executive design and construction of the extension to the third lane of the Venice-Trieste A4 Highway in the section between the cities of Quarto d’Altino and San Donà di Piave (VE). The total value of the contract is € 224 million.

The works include widening the highway over a distance of 18.5 km with construction of a third lane, and, in particular, construction of two new viaducts over the Piave River for a total length of about 1.4 km, construction of 4 bridges, 9 overpasses, 4 highway underpasses, and refurbishing of the San Donà di Piave highway junction.

The percentage of completion as of September 30, 2014, was 88.4%.

Verona - Padua High Speed/Capacity Railway Line Project

The IRICAV DUE consortium, of which Salini Impregilo holds 27.28% interest, is the general contractor of RFI S.p.A. for the design and construction of the Verona - Padua line, under the agreement dated October 15, 1991; role confirmed by the arbitration award of May 23- 26, 2012, res judicata.

By resolution no. 94 passed on March 29, 2006, the CIPE had already approved the preliminary project for Phase 1a of the Verona - Padua line from Verona to Montebello Vicentino and from Grisignano di Zocco to Padua, rendered functional by the requirements and recommendations proposed by the Ministry of Infrastructures and Transportation and implemented by the CIPE which ensures the connection from Montebello to Grisignano through Vicenza station.

Article 1, para 76 of the 2014 Stability Law (Law no. 147/2013), establishes that the aforementioned Verona - Padua line is to be constructed: «with the procedures laid down by the letters b) and c) of section 232 and sections 233 and 234 of Article 2 of the Law of December 23, 2009, no. 191, “adding that, CIPE may approve the preliminary project” even if the financing of the construction phase, and the related final design is pending provided that there are sufficient funds to finance the first construction lot worth not less than 10 percent of the total cost of the works. To that end, spending through direct payment has been authorized for € 120 million for each year from 2015 to 2029. The above contributions are not permitted for financial transactions with expenses borne by the State».

The Verona - Montebello and Grisignano di Zocco-Padua sections are both functional. Specifically, the construction of the Padua - Grisignano stretch, quadrupling the existing line by about 17 km and worth approximately € 400/500 million, was repeatedly called for by the Veneto region as it would allow for a further expansion of the Regional Metropolitan Railway System (Sistema Ferroviario Metropolitano Regionale - SFMR), towards Vicenza, thus resulting in stronger support of the territory and local authorities.

A meeting was held at the Ministry of infrastructure and transport on July 25, which was attended by Minister Lupi, the Struttura Tecnica di Missione (Mission Technical Structure), the Consortium, the Veneto region and the local authorities. A new project proposal for crossing the Vicenza hub was presented at the meeting. In order to shorten lead times for the approval process of the new design solutions, the Veneto Region and the local authorities had to clearly express their opinions on the final route to follow; this opinion was formalized by signing a “Protocol of Understanding” on July 29, 2014.

Lastly, in relation to this project and the fact that the Group was represented in it, even before the merger between Salini and Impregilo by shares held separately by the companies in the consortium, the period prior to that reviewed in this report reflected the portfolio value limited to the portion attributable to the former parent. This circumstance, which took account of the substantial standstill of the dispute with the client prior to the events described below, as well as the different assumptions made in previous years in relation to the probability of restoring the correct contractual situation of the consortium, was considered to have passed in the light of these events and the portfolio value was presented in a homogeneous manner, including all of the shares attributable to the Group, currently estimated to be approximately € 1,200 million.

Rome Metro Line B

On June 13, 2012, the new section of line B1 connecting Piazza Bologna to Piazza Conca d’Oro was put into operation, with the Mayor of Rome and the city’s top dignitaries in attendance.

Temporary acceptance was completed in February 2013, while legal proceedings started for the recognition of the reserves posted in the final account and recorded in the order estimate for the portion for which approval is deemed reasonably certain.

As regards the Jonio section, the work was almost completed at September 30 2014, except for the external areas, and several works which requires permission by third-party entities for it to be performed; the contractual terms, established by the Client with Service Order no. 22, provide that the project be completed by December 25, 2014. Also for the Conca d’Oro – Jonio section legal proceedings were initiated for the recognition of the reserves posted until IPC no. 12 and identified in the in the order estimate for the portion for which approval is deemed reasonably certain.

The Group was also awarded the contract for extension of Rome Metro line B for the Rebibbia-Casal Monastero section. The project, commissioned by Roma Metropolitane to a grouping of companies including Vianini and Ansaldo, will be carried out partly through the technique of real estate development, and its value is set at approximately € 948 million.

The main works will be the Rebibbia shunting neck, the stations of S. Basilio and Torraccia/Casal Monastero, with about 3.8 km of tunnels, an interchange, and parking for 2,500 cars. On December 21, 2012, the Service Conference for approval of the final design and variants put forth during the competitive bidding phase was completed.

On December 31, 2012, the commissioner’s ordinance was issued in which the Mayor approved the preliminary integrated design, defined the purpose of the areas, and approved the expropriation plan in connection with the work project.

In January 2013, the grantor Roma Metropolitane provided a provision for a simultaneous start of the final and construction design.

In June 2013, the grantor Roma Metropolitane ordered the suspension of the executive design, requiring that further work be carried out on the final design already submitted.

On August 8, 2013, the final design was delivered to grantor Roma Metropolitane, revised according to the provisions received from Roma Capitale. It is expected to be approved by the end of 2014.

The urban development variants, which are required in order to start the work, have not been adopted by the Municipal Administration. For this reason a letter was sent to the Client on July 24, 2014, with formal notice to comply, subject to termination for damages. No formal feedback was been received to date.

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