Reclassified balance sheet

The reclassified balance sheet combines the assets and liabilities of the compulsory format included in the annual report and the half-year report based on how the business operates, usually split into the three basic functions: investment, operations and financing.

Management believes that this format presents useful information for investors as it allows identification of the sources of financing (equity and third-party funds) and the investment of financial resources in fixed and working capital.

RECLASSIFIED BALANCE SHEET

Fixed capital (€15,522 million) has increased by €7,938 million compared to the pro-forma result as at 31 December 2011, mainly on account of financial receivables held for operations towards subsidiaries (€7,930 million).

Net payables for investments (€29 million) have dropped by €84 million mainly on account of the recognition in the pro-forma 2011 balance sheet of the receivable from the adjustment of the change in the equity of the “Natural gas transportation, dispatching, remote control and metering” business unit, which took place from 30 September 2011 (the date of the appraisal) to 31 December 2011, which was settled during 2012.

Equity investments

Equity investments of €7,609 million break down as follows:

The acquisitions and subscriptions (€133 million) refer to the subscription of 50% of the share capital of newly established companies Gas Bridge 1 B.V. and Gas Bridge 2 B.V. The subscription follows the agreements concluded between Snam and Fluxys which resulted in the equivalent acquisition, through the aforementioned companies, of the following equity investments: (i) 31.5% of Interconnector U.K.; (ii) 51% of Interconnector Zeebrugge Terminal S.C.R.L.; (iii) 10% of Huberator S.A.³⁸.

Other changes (-€45 million) essentially refer to the estimated effects of the price adjustment, recognised in the agreements signed when the contracts for the purchase of Italgas were signed.

NET WORKING CAPITAL

Net working capital (€352 million) increased by €523 million compared with pro-forma results as at 31 December 2011, owing mainly to: (i) the increase in tax receivables (+€244 million) for receivables from subsidiaries for the National Tax Consolidation scheme (+€242 million) resulting from the advance tax payments made to Snam for 2012; (ii) the decrease in the tax payables (+€118 million); and (iii) the increase in other assets (+€79 million) due mainly to the recognition of prepayments for the “Up-front fee” and the substitute tax on the revolving credit lines (€93 million)³⁹.

SHAREHOLDERS’ EQUITY

In comparison to 31 December 2011, shareholders’ equity decreased by €421 million due to the payment (-€473 million) of the balance of the 2011 dividend (€0.14 per share being the balance of the total dividend of €0.24 per share, payment of which began on 24 May 2012), and the advance payment (-€338 million) of the 2012 dividend (€0.10 per share, payment of which began on 25 October 2012), which was partially absorbed by the total profit for 2012 (+€390 million).

Snam had 2,906,550 treasury shares (192,553,051 at 31 December 2011), equal to 0.09% of the share capital (5.39% at 31 December 2011), with a book value of €12 million. The Snam S.p.A. Extraordinary Shareholders’ Meeting of 30 July 2012 resolved to cancel 189,549,700 treasury shares with prior elimination of their par value.

Their market value at 31 December 2012 was €10 million⁴⁰.

There were 2,521,350 treasury shares tied up in the 2005, 2007 and 2008 stock option plans as at 31 December 2012.

NET FINANCIAL DEBT

Net financial debt at 31 December 2012 amounted to €9,283 million (€402 million in the pro-forma balance sheet as at 31 December 2011). The increase of €8,881 million compared to 31 December 2011 is essentially due to: (i) the increase in financial liabilities (€12,009 million), due to the debt refinancing which made it possible to diversify the sources of funding and become financially independent from eni; (ii) financial receivables not held for operations to Group companies (-€3,126 million), through the intra-group current account.

Financial liabilities as at 31 December 2012, entirely denominated in euros, consist of payables to banks⁴¹ (€6,365 million, or 51.3%) and bonds (€6,046 million, or 48.7%). Short-term payables to eni of €402 million are shown in the pro-forma balance sheet as at 31 December 2011.

Long-term financial liabilities of €12,047 million make up approximately 97% of financial debt.

Except for the bonds, all financial liabilities have floating-rate interest.