SNAM 2011 CONSOLIDATED FINANCIAL STATEMENTS AND DRAFT FINANCIAL STATEMENTS OF THE PARENT COMPANY

Transcription

1 SNAM 2011 CONSOLIDATED FINANCIAL STATEMENTS AND DRAFT FINANCIAL STATEMENTS OF THE PARENT COMPANY CONVENING OF THE ANNUAL SHAREHOLDERS MEETING Preliminary results confirmed: adjusted consolidated net profit of 978 million; reported consolidated net profit of 790 million Proposed dividend of 0.24 per share San Donato Milanese, 13 March 2012 The Snam Board of Directors, chaired by Salvatore Sardo, met yesterday to approve the consolidated financial statements and the draft financial statements of the parent company for the year ended December 31, 2011, which show net profits of 790 million and 693 million respectively, confirming the preliminary results and the adjusted consolidated net profit of 978 million announced on 14 February The Board resolved to ask the Shareholders Meeting to approve the draft financial statements of the parent company and net profit attribution which brings a dividend of 0.24 per share, of which 0.10 per share was paid out in October 2011 as an interim payment. The balance of 0.14 per share will be made payable as of 24 May 2012, with an ex-dividend date of 21 May The 2011 Annual Report has been submitted to the Board of Statutory Auditors and to the Independent Auditors. The Report will be made available to the public in early April at Snam s registered office and on the company s website, together with the reports of the Board of Statutory Auditors and the Independent Auditors, before the deadline established by Legislative Decree no 58/98 (Testo Unico della Finanza, or TUF). The following IFRS financial statements are attached: income statement, balance sheet and statement of cash flows extracted from the consolidated financial statements and income statement and balance sheet extracted from the draft financial statements of the parent company. The Board also voted to submit to the Shareholders Meeting the Remuneration Report, which was prepared in accordance with Article 123-ter of the TUF. This document describes the Company s policies for remunerating directors, general managers and managers with strategic responsibilities, as well as the procedures used to adopt and implement these policies. It also discloses the compensation awarded to these people. The Shareholders Meeting is asked to hold a non-binding vote on the Company's remuneration policies and on the implementation measures mentioned in the first part of the Remuneration Report. The Board also voted to submit to the Extraordinary Shareholders Meeting the amendment to Articles 13 and 20 of the Articles of Association, adopting the principle of gender representation on the corporate bodies, sanctioned by paragraph 1-ter of Article 147-ter and paragraph 1-bis of Article 148 of the TUF. This press release is available at 1 Snam Press Office T F ufficio.stampa@snam.it Snam Investor Relations T F investor.relations@snam.it

2 Pursuant to Article 2 of Law no 120 of 12 July 2011, which introduced the abovementioned principle to Italian law, Snam shall apply these amendments at the time of the next reappointment of its management and control bodies. Lastly, the Board of Directors approved the 2011 Report on Corporate Governance and Ownership Structure which includes the information required by Borsa Italiana S.p.A. s Code of Conduct for Listed Companies, to which Snam adheres, as well as the information required by applicable laws and regulations and the 2011 Sustainability Report, which, in compliance with the Global Reporting Initiative international standard, reports on Snam s initiatives and performance regarding sustainable development over the course of the year. The Remuneration Report, the Report on Corporate Governance and Ownership Structure and the Sustainability Report will be published at the same time as the 2011 Annual Report. Convening of the Extraordinary and Ordinary Shareholders Meetings for April 26 and 27 The Board of Directors convened the Extraordinary and Ordinary Shareholders Meetings to take place on 26 and 27 April respectively on first and second call to vote on the abovementioned proposals from the Board. Pursuant to Article 135-undecies of the TUF, the Board confirmed Georgeson as the designated company that shareholders can use free of charge as proxy for participation at Shareholders Meetings. Pursuant to paragraph 2 of Article 154-bis of the TUF, the CFO, Antonio Paccioretti, states that the accounting information included in this press release corresponds to documents, accounting ledgers and other records. * * * 2

3 Consolidated financial statements Balance sheet ( million) ASSETS Current assets 36 Cash and cash equivalents Trade and other receivables 944 1, Inventories Current income tax assets 3 5 Other current tax assets Other current assets ,143 1,174 1,823 Non-current assets 12,978 Property, plant and equipment 13,533 14, Compulsory inventories ,082 Intangible assets 4,262 4, Equity-accounted investments Other financial assets 1 34 Other non-current assets ,801 18,569 19, Non-current assets held for sale ,969 TOTAL ASSETS 19,768 21,150 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities 1,585 Short-term financial liabilities 1,844 2,787 Short-term portion of long-term 915 financial liabilities 1,320 1,612 1,106 Trade and other payables 1,322 1,344 5 Current income tax liabilities Other current tax liabilities Other current liabilities ,879 4,738 6,145 Non-current liabilities 7,486 Long-term financial liabilities 7,186 6, Provisions for risks and charges Provisions for employee benefits Deferred tax liabilities Other non-current liabilities ,376 9,104 9, Liabilities directly associated with assets held for sale ,266 TOTAL LIABILITIES 13,852 15,358 SHAREHOLDERS' EQUITY Equity attributable to Snam 3,570 Share capital 3,570 3,571 2,395 Reserves 2,332 2, Net profit 1, (792) Treasury shares (789) (783) (203) Interim dividend (304) (338) 5,702 Total Snam shareholders equity 5,915 5,791 1 Capital and reserves attributable to minority interests 1 1 5,703 TOTAL SHAREHOLDERS' EQUITY 5,916 5,792 18,969 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 19,768 21,150 3

4 Income statement ( million) REVENUE Core business revenue 3,475 3,539 Other revenue and income Total revenue 3,508 3,605 OPERATING COSTS Purchases, services and other costs (623) (659) Personnel expense (345) (334) DEPRECIATION, AMORTISATION AND IMPAIRMENT LOSSES (678) (654) EBIT 1,862 1,958 FINANCIAL INCOME (EXPENSE) Financial income 5 3 Financial expense (174) (247) Derivatives (102) (69) (271) (313) INCOME FROM EQUITY INVESTMENTS Equity method valuation effect Other income from equity investments PRE-TAX PROFIT 1,638 1,696 Income taxes (532) (906) Net profit 1, Snam 1, Minority shareholders Earnings per share - basic ( per share) diluted ( per share)

5 Statement of cash flows ( million) Net profit 1, Adjustments for reconciling net profit with cash flows from operating activities: Amortisation and depreciation Net impairment losses (recovery of value) of property, plant and equipment and intangible assets 10 (9) Equity method valuation effect (47) (45) Net capital losses on asset sales, cancellations and eliminations 8 6 Dividends (2) Interest income (4) (3) Interest expense Income taxes Changes in working capital: - Inventories (7) (22) - Trade receivables (39) (590) - Trade payables (3) 88 - Provisions for risks and charges Other assets and liabilities Working capital cash flows 34 (122) Change in provisions for employee benefits (1) 2 Dividends collected Interest collected 4 5 Interest paid (258) (305) Income taxes paid net of reimbursed tax credits (571) (697) Net cash flows from operating activities 1,775 1,537 Investments: - Property, plant and equipment (1,056) (1,160) - Intangible assets (366) (416) - Change in consolidation scope and business units (137) 10 - Equity investments (1) - Change in payables and receivables relating to investments 152 (74) Cash flows from investment activities (1,407) (1,641) Divestments: - Property, plant and equipment Intangible assets Equity investments 7 - Financial receivables not held for operations 1 Cash flows from divestments Net cash flows from investment activities (1,393) (1,588) Taking on long-term financial debt 1,020 1,226 Repaying long-term financial debt (915) (1,320) Increase (decrease) in short-term financial debt Net equity capital injections 2 7 Dividends paid to Snam shareholders (776) (811) Net cash flows from financing activities (410) 45 Net cash flow for the period (28) (6) Cash and cash equivalents at the start of the year 36 8 Cash and cash equivalents at the end of the year 8 2 5

6 Financial statements of Snam Rete Gas S.p.A. (Snam S.p.A. as of 1 January 2012) Balance sheet ( million) ASSETS Current assets Cash and cash equivalents 1 Trade and other receivables Inventories Current income tax assets Other current tax assets 2 3 Other current assets Non-current assets Property, plant and equipment 11,330 11,759 Intangible assets Equity investments in subsidiaries 4,683 4,672 Other financial assets Other non-current assets ,106 16,580 TOTAL ASSETS 16,756 17,368 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Short-term financial liabilities 1,273 1,840 Short-term portion of long-term financial liabilities 1,111 1,018 Trade and other payables Current income tax liabilities Other current tax liabilities 6 5 Other current liabilities ,308 3,920 Non-current liabilities Long-term financial liabilities 5,500 5,500 Provisions for risks and charges Provisions for employee benefits Deferred tax liabilities Other non-current liabilities ,244 6,449 TOTAL LIABILITIES 9,552 10,369 SHAREHOLDERS' EQUITY Share capital, fully paid-up and consisting of 3,570 3,571 3,571,187,994 shares each with a nominal value of 1 (3,570,832,994 shares at 31 December 2010) Reserves 3,825 3,856 Net profit Treasury shares (789) (783) Interim dividend (304) (338) TOTAL SHAREHOLDERS' EQUITY 7,204 6,999 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 16,756 17,368 6

7 Income statement ( million) REVENUE Core business revenue 1,929 1,945 Other revenue and income Total revenue 1,958 1,959 OPERATING COSTS Purchases, services and other costs (208) (242) Personnel expense (135) (145) DEPRECIATION, AMORTISATION AND IMPAIRMENT LOSSES (430) (435) EBIT 1,185 1,137 FINANCIAL INCOME (EXPENSE) Financial income 3 1 Financial expense (117) (173) Derivatives (91) (60) (205) (232) INCOME FROM EQUITY INVESTMENTS PRE-TAX PROFIT 1,225 1,196 Income taxes (323) (503) Net profit Earnings per share - basic ( per share) diluted ( per share)