SNAM RETE GAS ANNOUNCES ITS 2009 FIRST HALF YEAR RESULTS Gas injected into the transportation network: 38.10 billion cubic metres -16% Total revenue: 919 million -2.2% EBITDA: 692 million -6.6% Net Profit: 234 million -9.7% Investments: 438 million Interim dividend: 0.06 per share San Donato Milanese, 29 July 2009 The board of directors of Snam Rete Gas approved today the half year report (which includes the interim condensed consolidated financial statements reviewed by the independent auditors) and examined the (unaudited) consolidated results for the second quarter of 2009. It also resolved to distribute a 2009 interim dividend of 0.06 per share. Carlo Malacarne, CEO of Snam Rete Gas, had the following comments on the results: In a market environment characterised by a relevant drop in gas demand and volume transported that affected all the sector, Snam Rete Gas further confirms the consistency of its business model, limiting the decrease in the revenues at 2% and in EBITDA at 7%. Considering the soundness of the economic performance, Snam Rete Gas will distribute an interim dividend of 0.06 per share. This amount represents the first step in confirming our attractive and sustainable return for shareholders, also after the company s capital increase. Key financial figures 1 Second quarter 2008 2009 2008 2009 Change Change% 450 456 Core business revenue 934 917 (17) (1.8) 245 220 EBIT 500 444 (56) (11.2) 126 118 Net Profit (*) 259 234 (25) (9.7) 260 234 Investments 477 438 (39) (8.2) 6,046 9,667 Net financial debt 6,046 9,667 3,621 59.9 (*) The net profit for the period is wholly attributable to Snam Rete Gas. 1 The income statement does not include the effects of consolidating Italgas and Stogit which will be seen after 1 July 2009. The section on their acquisition gives further information about this. 1
Key financial ratios Change Change% 2008 2009 Earnings per share (*) 0.15 0.13 (0.02) (13.3) EBIT per share (*) 0.28 0.25 (0.03) (10.7) Leverage % 62.9 64.2 1.3 2.1 Number of shares outstanding during the period (million) 1,761.0 3,375.3 1,614.3 91.7 Average number of shares outstanding during the period (**) (million) 1,760.9 1,769.9 9.0 0.5 Period/year-end official share price ( ) (***) 3.53 3.12 (0.41) (11.6) Average period/year official share price ( ) (***) 3.52 3.16 (0.36) (10.2) (*) Calculated considering the average number of shares outstanding during the period. (**) As required by IAS 33 Earnings per share, the ordinary shares issued as part of the cost of a business combination have been included in the shares weighted average price from the date of acquisition of control (30 June 2009). (***) According to the "Standards and Rules" of Borsa Italiana, after extraordinary transactions (share capital increases, share splitting, groupings, mergers and distributions of extraordinary dividends), in order to ensure continuity and the comparability of share prices, historical prices are adjusted. Therefore, the official Snam Rete Gas share prices for 2008 and the first half of 2008 have been adjusted. 2
Financial highlights of 2009 EBIT ( 444 million) decreased by 11.2% on the first half of 2008 due to the reduced transportation activities (- 54 million), mainly attributable to the decreased volumes of natural gas transported (-7.28 billion cubic metres of natural gas) and higher operating costs, principally due to the higher accruals to the provisions for risks and charges (- 16 million) and the rise in the cost of purchasing fuel gas (- 7 million). The regasification business recorded EBIT of 2 million. The net profit ( 234 million) decreased by 9.7%, due to the decrease of EBIT (- 56 million), partly offset by the lower net financial expense (+ 19 million) and the lower income taxes (+ 12 million). Investments ( 438 million) were mainly related to development and maintenance of the transportation infrastructure. Net financial debt of 9,667 million increased by 3,431 million on 31 December 2008, mainly due to the acquisition of Italgas and Stogit, which also led to consolidation of their net financial debt. The leverage ratio (net financial debt/net invested capital) is 64.2% (63.6% at 31 December 2008). 2009 second quarter EBIT ( 220 million) decreased by 25 million or 10.2% due to the reduced transportation activities (- 23 million), mainly attributable to the higher accruals to the provisions for risks and charges (- 21 million). Transportation revenue ( 447 million) increased by 1.1% compared to the corresponding period of 2008, principally due to the contribution of new investments. The net profit ( 118 million) decreased by 8 million, or 6.3%, on the corresponding period of 2008 due to the decrease of EBIT (- 25 million), partly offset by the lower net financial expense (+ 13 million) and lower income taxes (+ 4 million). Investments ( 234 million) were mainly related to development of the transportation infrastructure. 2009 interim dividend On the basis of the profit for the first half of 2009 and forecasts for the entire year, the board of directors has approved the distribution of an interim dividend of 0.06 per share ( 0.09 in 2008) to the shareholders, to be paid from 22 October 2009 with an ex dividend date of 19 October 2009. 3
Key operating figures 2 Second quarter Change Change% 2008 2009 2008 2009 20.13 17.81 Natural gas injected into the National Gas Pipeline (billions of cubic metres) (*) 45.38 38.10 (7.28) (16.0) 11.93 9.62 - on behalf of Eni 27.23 20.04 (7.19) (26.4) 8.20 8.19 - on behalf of other operators 18.15 18.06 (0.09) (0.5) 0.30 0.32 Regasification of liquefied natural gas (LNG) (billions of cubic metres) 0.91 0.64 (0.27) (29.7) 0.29 0.27 - on behalf of Enel Trade 0.64 0.50 (0.14) (21.9) 0.01 0.05 - on behalf of Eni 0.27 0.08 (0.19) (70.4) - on behalf of other operators 0.06 0.06 31,125 31,503 Gas Pipeline Network (kilometres in use) 31,125 31,503 378 1.2 8,528 8,800 National Network 8,528 8,800 272 3.2 22,597 22,703 Regional Network 22,597 22,703 106 0.5 (*) The figures for the first half of 2009 are updated to 10 July 2009. The 2008 first six months figures are in line with those published by the group in its transportation network energy balancing report. Operating highlights of 2009 Natural gas injected into the national transportation network decreased by 16.0% to 38.10 billion cubic metres. This decrease was due to the reduction in domestic natural gas demand in the period, mainly attributable to lower consumption by the industrial and thermoelectric sectors as an effect of the ongoing economic crisis, and to the negative balance of withdrawals (-) and injections (+) of gas into storage (approximately -1.5 billion cubic metres). Regasified LNG volumes were 0.64 billion cubic metres (-29.7%). 2009 second quarter Natural gas injected into the national transportation network decreased by 11.5% to 17.81 billion cubic metres. This decrease was due to the reduction of natural gas demand, the effects of which were partly offset by larger volumes of gas injected into the storage. Regasified LNG volumes were 0.32 billion cubic metres (+6.67%). 2 The key operating and financial figures for Italgas and Stogit are given in the section on the "Key operating and financial figures of the acquirees". 4
Acquisition of Italgas and Stogit On 30 June 2009, the acquisition of the entire share capital of Italgas S.p.A. and Stogit, the major players in the Italian natural gas distribution and storage sectors, respectively, from Eni was carried out with payment by Snam Rete Gas of a consideration of 4,509 million, including 2,922 million for Italgas and 1,587 million for Stogit. The acquisitions were financed by a share capital increase, implemented through the issue of ordinary shares, to be offered in option to the Snam Rete Gas shareholders, of 3,474 million, including the share premium, and, for the remaining part, by new loans granted by the ultimate parent Eni S.p.A. The transaction is of utmost strategic importance for Snam Rete Gas as it enables the company to become the sole integrated operator in the regulated activities of the gas sector in Italy and the largest in continental Europe in terms of its regulatory asset base (RAB). Acquisition of Italgas and Stogit entailed consolidation of the following balance sheets existing at the transaction execution date. Italgas Group Stogit Total Current assets 267 3 91 6 58 Non current assets 3,853 2,3 56 6,209 Assets held for sale 37 37 Total assets acquired 4,157 2,747 6,904 C urrent liabilities (983) (506) (1,489) Non current liabilities (1,157) (1,318) (2,475) Liab ilities h eld fo r sale ( 12) ( 12) T otal liab ilities acq uired (2,1 52 ) (1,8 2 4) (3,9 7 6) Equity acquired 2,005 923 2,928 - attributable to owners of the parent 2,004 923 2,927 - attribu tab le to non -con trolling interests 1 1 2,005 923 2,928 The difference between the acquisition cost ( 4,512 million, including transaction costs) and the carrying amount of equity of the acquirees at 30 June 2009 ( 2,928 million) 3 led to a 1,584 million decrease in consolidated equity. The economic results for the first half of 2009 do not include the effects of consolidation of Italgas and Stogit, which will be seen from 1 July 2009. The net profit for the six months recorded by Italgas group and Stogit of 126 million and 69 million, respectively, is included in the related equities at the acquisition date. 3 The transaction falls under the Business combination of entities under common control category, which is not covered by IFRS 3 Business combinations or other standards. The assets and liabilities deriving from consolidation of the acquirees, recognised in the consolidated financial statements of Snam Rete Gas using the predecessor values method, were recognised at the carrying amounts in the interim balance sheets at 30 June 2009. 5
Outlook Natural gas storage Domestic gas demand Based on natural gas consumption trends in the first six months of 2009 and the currently available information, natural gas demand at year end is forecast to decrease compared to 2008. Investments Snam Rete Gas confirms its investment plan to upgrade its transportation infrastructure in the four years from 2009 to 2012. The forecast outlay of roughly 4.3 billion, including approximately 1 billion in 2009, will ensure, among others, higher safety levels and greater flexibility. Efficiency Snam Rete Gas confirms its commitment to pursue its operational efficiencies also in 2009, mainly by optimising its organisational and technological levers. Natural gas distribution Based on the development investments made, the number of active redelivery points is expected to increase slightly at year end. Natural gas storage In February the group communicated its total capacity for the services offered in the thermal year 2009-2010 of approximately 14 billion cubic metres, up roughly 0.3 billion cubic metres on the maximum available capacity for the previous thermal year. The figures and disclosures included in this press release have been taken from the 2009 half year report of Snam Rete Gas which will be posted today on the company's internet site www.snamretegas.it at six o'clock. Pursuant to article 154.bis.2 of the Consolidated Finance Act, the manager in charge of financial reporting, Antonio Paccioretti, states that the financial information included in this press release complies with the relevant documentation, accounting ledgers and records. Disclaimer This press release includes forward-looking statements, especially in the section on the group's outlook about future gas demand, investment plans and future performance. Such statements are, by their very nature, subject to risk and uncertainty as they depend on the fact that certain events and developments will take place. The actual results may differ from those communicated due to different reasons, such as foreseeable trends in demand, offer and natural gas prices, general macro-economic conditions, the effect of new energy and environment legislation, the successful development and implementation of new technologies, changes in the stakeholders' expectations and other changes in business conditions. 6
Contacts Snam Rete Gas Investor Relations Tel +39.02.520.67272 - Fax: +39.02.520.67650 E-mail: investor.relations@snamretegas.it Snam Rete Gas External Relations Tel +39.02.520.67691 - Fax: +39.02.520.69227 E-mail: relazioni.esterne@snamretegas.it Eni Press Office Tel +39 02.52031875 +39 06.5982398 E-mail: ufficio.stampa@eni.it This press release is also posted on the website www.snamretegas.it. 7
Summary of the results for the first half of 2009 EBIT 4 recorded for the first half of 2009 amounts to 444 million, down 56 million or 11.2%, on the corresponding period of 2008, mainly due to: (i) reduced transportation activities (- 54 million) attributable to lower transportation revenue (- 20 million, net of revenue offset against costs) principally due to the decreased volumes of gas transported; (ii) higher operating costs (- 25 million, net of costs offset against revenue), principally due to the larger accruals to the provisions for risks and charges (- 16 million) and the rise in variable costs for the purchase of fuel gas used by the compression stations and network and system losses (- 7 million); and (iii) greater amortisation and depreciation expense (- 7 million) following the roll-out of new transportation infrastructure during the period. The net profit ( 234 million) decreased by 25 million (9.7%) compared to the same period of 2008, due to the decrease in EBIT (- 54 million) recorded by the transportation business, partly offset by the lower net financial expense (+ 19 million), thanks to the lower market interest rates, and the reduction in income taxes (+ 12 million), related to the smaller profit before tax. Non-recurring significant events and transactions and other special items No non-recurring significant transactions and other special items took place in either the first half of 2009 or 2008. Net financial expense ( 91 million) decreased by 19 million, mainly due to the market interest rate reduction. The average cost of borrowing decreased from 4.2% in the first half of 2008 to 3.2% 5. Income taxes ( 119 million) decreased by 12 million compared to the corresponding period of 2008, mainly due to the smaller profit before tax. The tax rate is 33.7% compared to 33.6% in the same period of 2008. Summary of the results for the second quarter of 2009 EBIT ( 220 million) decreased by 10.2% mainly due to the smaller EBIT of the transportation business (- 25 million), principally attributable to the larger accruals to the provision for risks for litigation (- 21 million). Core business revenue ( 456 million) increased by 6 million, mainly due to the higher transportation revenue (+ 5 million). This increase, net of the items offset against revenue, is principally a result of the investments made in 2007 (+ 20 million), partly offset by smaller gas volumes transported and the updated transportation tariffs (- 17 million). The net profit ( 118 million) decreased by 8 million or 6.3% compared to the same period of 2008 due to the decrease in EBIT (- 25 million), partly offset by: (i) lower net financial expense (+ 13 million) thanks to sharp decrease in the market interest rates; and (ii) lower income taxes (+ 4 million) related to the smaller profit before tax. Reclassified consolidated balance sheet Non-current assets ( 16,673 million) increased by 6,371 million, mainly due to the change in consolidation scope (+ 6,110 million). 4 EBIT is analysed by considering only those elements that have led to a change therein, as application of the gas sector tariff regulations generate costs and revenue which are netted. 5 This average cost of borrowing was calculated considering Snam Rete Gas group before the acquisition. 8
Net working capital Net working capital (- 1,521 million) decreased by 1,057 million from 31 December 2008, mainly due to the change in consolidation scope, which led to the recognition of net liabilities of 948 million and changes arising from operating activities during the six months related to the natural gas transportation and regasification business (- 109 million). These changes are mainly due to: (i) smaller trade receivables (- 58 million), principally attributable to smaller volumes of transported gas; (ii) the fair value loss on derivatives (- 43 million) related to the reduction in market interest rates; (iii) higher accrued and deferred income related to transportation revenue (- 38 million); (iv) larger accruals to the provisions for risks and charges for litigation (- 16 million); and (v) smaller other assets (- 13 million), mainly due to the use of the VAT advance paid to the ultimate parent in December 2008. These factors were partly offset by: (i) the smaller deferred tax liabilities (+ 36 million); (ii) smaller trade payables (+ 22 million); and (iii) smaller tax liabilities (+ 9 million) as a result of the smaller profit before tax. Equity including non-controlling interests Equity increased by 1,829 million due to the share capital increase (+ 3,474 million, including the share premium of 1,860 million) and the profit for the period, partly offset by: (i) the consolidation adjustment for Italgas and Stogit (- 1,584 million); (ii) settlement of the 2008 dividend (- 247 million) paid from 21 May 2009; and (iii) recognition of the share capital increase related costs (- 22 million, net of the related tax effect). At 30 June 2009, Snam Rete Gas had 195,429,850 treasury shares (unchanged from 31 December 2008), equal to 5.47% of the share capital. Their market value was 610 million at period end 6. Net financial debt and leverage Net financial debt amounts to 9,667 million, an increase of 3,431 million compared to 31 December 2008 due to the group's financial requirements related to: (i) investments in the newly consolidated companies (- 6,690 million, including 4,471 million of outlays, net of cash acquired, and financial liabilities of 1,151 million and 1,068 million for Italgas and Stogit, respectively); (ii) net investments for the period (- 515 million); (iii) settlement of the 2008 dividend of 0.14 per share, paid from 23 May 2009 (- 247 million). These factors were partly offset by: (i) net cash flows of equity related to the share capital increase (+ 3,446 million, including the share premium and net of outflows to cover the transaction costs); and (ii) cash inflows from operating activities (+ 575 million). Long-term financial liabilities of 7,536 million make up 78% of net financial debt (83% at 31 December 2008). The average maturity of the long-term financing, including the current portion, is just over four years (unchanged from 31 December 2008). The leverage ratio, ie, the ratio of net financial debt to net invested capital, is 64.2% (63.6% at 31 December 2008). There are no financial liabilities subject to covenants. There were no cases of breach of loan agreements at the reporting date. 6 Calculated by multiplying the number of treasury shares by the period-end official price of 3.12 per share. 9
Key operating and financial figures of the acquirees Natural gas distribution Key operating figures Change Change% 2008 2008 2009 7,276 Natural gas distributed (millions of cubic metres) 4,376 4,432 56 1.3 1,438 Gas distribution service concessions (number) 1,432 1,437 5 0.3 49,264 Distribution network (kilometres in use) 48,862 49,453 591 1.2 5,676,105 Meters in use (number) 5,635,039 5,718,660 83,621 1.5 3,732 Employees at the end of the period/year (number) 3,827 3,639 (188) (4.9) Key financial figures 7 Change Change% 2008 2008 2009 732 Core business revenue 426 396 (30) (7.0) 318 EBIT 216 195 (21) (9.7) 225 Net Profit 141 126 (15) (10.6) 288 Investments 118 162 44 37.3 3,237 Net invested capital 2,996 3,118 122 4.1 1,134 Net financial debt 987 1,113 126 12.8 EBIT amounts to 195 million, down 21 million, or 9.7%, compared to the corresponding period of 2008. The decrease is mainly due to: (i) smaller core business revenue ( 30 million), principally attributable to the different method used to recognise distribution revenue in 2009 (- 27 million); (ii) lower operating costs ( 12 million), deriving from the reduction in personnel expense ( 10 million) and external costs for purchases, services and other services ( 2 million). The net profit ( 126 million) decreased by 15 million (-10.6%) mainly due to the combined effect of the following: (i) smaller EBIT of 21 million; (ii) lower net financial expense of 2 million; (iii) lower net gains on investments of 1 million; and (iv) lower income taxes of 5 million, due to the decrease in the profit before taxes. Investments came to 162 million ( 118 million in the corresponding period of 2008) and were mainly related to new constructions and improvements to existing networks. 7 For comparative purposes, the results of operations for the first six months and 12 months of 2008 do not include those of Acqua Campania as it was excluded from the consolidation scope on 1 January 2009. 10
Natural gas storage Key operating figures Change Change% 2008 2008 2009 10 Gas storage service concessions (number) 10 10 11.57 Gas moved in/out of the storage system (billions of cubic metres) 7.11 10.35 3.24 45.6 6.30 - for injection 3.39 4.30 0.91 26.8 5.27 - for withdrawal 3.72 6.05 2.33 62.6 8.6 Storage of natural gas (billions of cubic metres) (*) 8.4 8.9 0.5 6.0 3.4 - for Eni 3.2 3.2 0.0 0.0 5.2 - for other operators 5.2 5.7 0.5 9.6 303 Employees at the end of the period/year (number) 304 307 3 1.0 (*) Maximum capacity available Key financial figures Change Change% 2008 2008 2009 304 Core business revenue 171 183 12 7.0 172 EBIT 111 123 12 10.8 83 Net Profit 59 69 10 16.9 255 Investments 98 133 35 35.7 1,874 Net invested capital 1,784 1,991 207 11.6 938 Net financial debt 872 1,068 196 22.5 EBIT recorded for the first half of 2009 of 123 million increased by 12 million compared to the corresponding period of 2008, principally as a result of the higher core business revenue. The reduction in operating costs, mainly due to the smaller fixed costs ( 3 million) was offset by the higher depreciation and amortisation expense ( 3 million). The net profit ( 69 million) increased by 10 million due to the higher EBIT (+ 12 million) and smaller net financial expense (+ 4 million), the effect of which was partly offset by higher income taxes (- 6 million). Investments ( 133 million) increased by 35.7% on the corresponding period of 2008. 11
Reclassified consolidated income statement Second quarter 2008 2009 2008 2009 Change Change% 450 456 Core business revenue 934 917 (17) (1.8) 5 1 Other revenue and income 6 2 455 457 Total revenue 940 919 (21) (2.2) (89) (112) Operating costs (*) (199) (227) (28) 14.1 366 345 EBITDA 741 692 (49) (6.6) Amortisation, depreciation and impairment (121) (125) losses (241) (248) (7) 2.9 245 220 EBIT 500 444 (56) (11.2) (55) (42) Net financial expense (110) (91) 19 (17.3) 190 178 Profit before tax 390 353 (37) (9.5) (64) (60) Income taxes (131) (119) 12 (9.2) 126 118 Net Profit (**) 259 234 (25) (9.7) (*) Operating costs include the captions "Purchases, services and other costs" and "Personnel expense" of the consolidated income statement included in the condensed interim consolidated financial statements. (**) The net profit for the period is wholly attributable to Snam Rete Gas. Reclassified consolidated balance sheet The reclassified consolidated balance sheet combines the assets and liabilities of the balance sheet format included in the annual consolidated financial statements and condensed interim half-year financial statements in accordance with their function, split into the three basic functions: investment, operations and financing. Group management holds that this format presents additional information useful for investors as it allows identification of the sources of financing (own and third party funds) and the application of such funds for non-current assets and working capital. The reclassified balance sheet format is used by management to calculate the key leverage ratios. RECLASSIFIED CONSOLIDATED BALANCE SHEET (*) 31.03.2009 31.12.2008 30.06.2009 Change 10,663 Property, plant and equipment 10,549 15,508 4,959 Compulsory inventories 411 411 39 Intangible assets 39 738 699 Investments 282 282 Financial receivables held for operating activities 1 1 (243) Net payables for investments (286) (267) 19 10,459 Non-current assets 10,302 16,673 6,371 (576) Net working capital (464) (1,521) (1,057) (29) Provisions for employee benefits (29) (108) (79) Assets held for sale and directly related liabilities 25 25 9,854 Net invested capital 9,809 15,069 5,260 3,657 Equity (including non-controlling interests) 3,573 5,402 1,829 6,197 Net financial debt 6,236 9,667 3,431 9,854 Coverage 9,809 15,069 5,260 (*) Reference should be made to the paragraph on the reconciliation of the reclassified consolidated balance sheet with the legallyrequired consolidated balance sheet in the directors report on the condensed interim consolidated financial statements. 12
Reclassified consolidated statement of cash flows and changes in net financial debt The reclassified consolidated statement of cash flows set out below summarises the legally-required format. This reclassified consolidated statement of cash flows shows the opening and closing cash and cash equivalents and the change in net financial debt during the period. The two statements are reconciled through the free cash flow, ie the cash surplus or deficit left over after servicing capital expenditure. The free cash flow closes either: (i) with the change in cash and cash equivalents for the period, after adding/deducting all cash flows related to financial liabilities/assets (taking out/repayment of loans) and equity (payment of dividend/capital injections); or (ii) with the change in net financial debt for the period, after adding/deducting the debt flows related to equity (payment of dividend/capital injections). RECLASSIFIED STATEMENT OF CASH FLOWS 2008 2009 Net Profit 259 234 Adjusted by: - Amortisation, depreciation and other non-monetary components 242 269 - Interest, income taxes and other changes 240 210 Cash flow from operating activities before changes in working capital 741 713 Change in working capital due to operating activities 156 60 Interest and income taxes paid (297) (198) Net cash flows from operating activities 600 575 Investments in property, plant and equipment and intangible assets (497) (400) Change in consolidation scope (4,471) Disinvestments 2 1 Net payables for investments (40) (116) Free cash flow 65 (4,411) Change in financial liabilities 164 1,250 Cash flows of equity (229) 3,199 Net cash flows for the period 0 38 (*) Reference should be made to the paragraph on the reconciliation of the reclassified consolidated cash flow statement with the legally-required consolidated statement of cash flows in the directors report on the condensed interim consolidated financial statements. CHANGE IN NET FINANCIAL DEBT 2008 2009 Free cash flow 65 (4,411) Net borrowings of acquirees (2,219) Cash flows of equity (229) 3,199 Change in net financial debt (164) (3,431) 13