9M15. Consolidated Results November 11 th, 2015 MATTEO DEL FANTE CHIEF EXECUTIVE OFFICER PIERPAOLO CRISTOFORI CHIEF FINANCIAL OFFICER

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1 9M15 Consolidated Results November 11 th, 2015 MATTEO DEL FANTE CHIEF EXECUTIVE OFFICER PIERPAOLO CRISTOFORI CHIEF FINANCIAL OFFICER Investor Relations 1

2 Agenda Strategic Update 3 9M15 Results 7 Annexes 15 Investor Relations 2

3 Strategic Update Electricity Market Trends Electricity demand recovered in 9M15 New historical consumption peak at 59.4 GW Higher efficiency in the dispatching market Electricity Demand Trend Demand as Reported (TWh) Italian Pool Price (PUN) +1.9% +6.7% Jan-Sep M14 9M15 3Q14 3Q15 Pool Price 52 /MWh 58 Investor Relations 3

4 Strategic Update Regulatory Reviews Ongoing MAIN DOCS RECENTLY PUBLISHED BY AEEGSI & CONSULTATION TIMEFRAME Electricity and Gas WACC Review By year end WACC formula DCO 509/2015/R/com Electricity Transmission Review Volume effect DCO 446/2015/R/eel Capex incentives scheme DCO 464/2015/R/eel By the first decade of December By year end Investor Relations 4

5 Strategic Update M&A REGULATED Grid Expansion NON REGULATED Non Traditional Italian railways HV network acquisition Main regulatory parameters determined by Authority 1 Business combination between Tamini Trasformatori and TES 1. Resolution.517/2015 Investor Relations 5

6 Strategic Update 9M15 at a glance KEY FINANCIALS 1,517 mn Revenues 1,161 mn EBITDA Group Net Income 455 mn +4.8% yoy +2.3% yoy +8.9% yoy 702 mn Total Capex 6,561 mn Net Debt 7 cents/share 2015 Interim Dividend 1 1. Ex dividend date: November 23rd 2015, Payment Date : November 25th 2015 Investor Relations 6

7 9M15 Results Revenues KEY FIGURES Total Revenues 1,517 mn +4.8% yoy Regulated Activities 1,367 mn +1.8% yoy Non Regulated Activities 138 mn TOTAL REVENUES EVOLUTION mn 1, ,342 1,367 9M14 Regulated Regulated Activities Activities Other Non IFRIC12 Regulated Act. IFRIC12 Tamini Tamini Other Non Regulated Act. Regulated Activities +69 Other Non Regulated Activities IFRIC 39 1 Tamini 1, M15 mn 9M14 9M15 Δ yoy Δ % yoy Regulated Activities 1,342 1, % Non Regulated Act % 1 o/w Tamini % Other Non Regulated Act % IFRIC % Total 1,448 1, % 1. Tamini consolidation since 20 th May 2014 Investor Relations 7

8 9M15 Results Revenues Analysis REGULATED ACTIVITIES 2015 RAB evolution mn +24 1,342 1, ,239 1,261 Transmission Dispatching Other NON REGULATED ACTIVITIES 9M14 Transmission Dispatching Other 9M15 mn Engineering activities 1. Tamini consolidation since 20t h May 2014 NOTE: figures net of IFRIC12 Managerial Accounting M14 11 Tamini Other Non Regulated Act. Other Tamini Non Regulated Act. Other Non Regulated Activities Tamini 77 9M15 Investor Relations 8

9 9M15 Results Opex KEY FIGURES Total Costs 356 mn Regulated Activities 245 mn Non Regulated Activities 99 mn TOTAL COSTS EVOLUTION mn Regulated Activities 243 IFRIC12 Regulated Activities 245 Tamini Other Non Regulated Act. IFRIC12 Other Non Regulated Activities 9M14 Regulated Activities Tamini +43 Other Non Regulated Activities IFRIC 38 1 Tamini M15 mn 9M14 9M15 Δ yoy Δ % yoy Regulated Activities % Non Regulated Act % o/w Tamini % Other Non Regulated Act % IFRIC % Total % 1. Tamini consolidation since 20t h May 2014 Investor Relations 9

10 9M15 Results Opex Analysis REGULATED ACTIVITIES Labour and External Costs -10 mn mn Labour Costs External Costs Other NON REGULATED ACTIVITIES Higher activities 9M14 mn Labour Costs 8 External Costs +47 Other Tamini Other Non Regulated Act. 9M M14 Other Non Regulated Activities 1 Tamini 9M15 1. Tamini consolidation since 20t h May 2014 NOTE: figures net of IFRIC12 Managerial Accounting Investor Relations 10

11 9M15 Results From EBITDA to Net Income KEY FIGURES PROFIT & LOSS Group EBITDA 1,161 mn +2.3% yoy Group EBITDA Margin 76.5% Group Net Income 455 mn +8.9% yoy mn 1, EBITDA D&A EBIT Net Financial Expenses PBT Taxes Group Net Income mn 9M14 9M15 Δ Δ % EBITDA 1,135 1, % Ebitda % 78.4% 76.5% -1.9pp D&A % EBIT % Net Financial Expenses % PBT % Tax Rate 39.6% 33.3% -6pp Taxes % Group Net Income % Investor Relations 11

12 9M15 Results Capex KEY FIGURES Total Capex 702 mn Development Capex 538 mn BREAKDOWN Category ( mn) 9M14 9M15 Δ yoy Δ % yoy +2% % +1.5% % Development Capex % Maintenance (Base Return) % Regulated Capex % Other % Total Group Capex % 1 NOTE: Figures in accordance with AEEGSI resolutions 1. Of which 23mn Capitalized Financial Charges Investor Relations 12

13 9M15 Results Net Debt Evolution & Financial Structure FCF AND NET DEBT EVOLUTION KEY FIGURES mn -405 Operating Cash Flow 1 6, Free Cash Flow ,300 6, mn Net Debt 6,561 mn +41 mn yoy Dec.31, 2014 Operating Cash Flow 1 Δ WC & Other 2 Capex Debt Service Dividends Sep. 30, 2015 GROSS DEBT BREAKDOWN Fixed/floating ratio 3 54/46 21% 6% 7.9 bn Terna SpA Bonds EIB Loans Banks 73% 1. Net Income + D&A + Net Financial Charges +/- Net Change in Funds (see Annex Consolidated Cash Flow for details) 2. Including Other Fixed Assets Changes, Change in Capital & Other 3. Calculated on Net Debt Investor Relations 13

14 THANK YOU. QUESTIONS? MATTEO DEL FANTE CHIEF EXECUTIVE OFFICER PIERPAOLO CRISTOFORI CHIEF FINANCIAL OFFICER Investor Relations 14

15 Annexes Investor Relations 15

16 Annex Electricity Market Trends Last 12 Months DEMAND AS REPORTED (TWh) 9M14 9M15 Δ % TWh % Monthy energy demand 29 Prior Year Sep Oct Oct Nov NovDec DecJan Jan Feb Feb Mar Mar Apr Apr May May Jun Jun Jul Jul Aug Sep YoY Chg % -1.3% -2.7% -3.4% -2.0% -0.7% 1.1% -0.2% -1.3% -0.1% 13.4% 4.8% 1.0% DEMAND ADJUSTED 1 (TWh) TWh 9M14 9M15 Δ % % Montly energy demand Prior Year SepOct Oct Nov NovDec Dec Jan Jan Feb Feb Mar Mar Apr Apr May May Jun Jun Jul Jul Aug Aug Sep YoY Chg % -1.3% -2.0% -2.9% -1.9% -2.0% 0.0% -1.8% -0.1% -1.1% 8.2% 2.1% 1.0% NOTE: 2014 final figures, 2015 provisional figures (as of September 2015) 1. For temperature and number of days Investor Relations 16

17 Annex Consolidated Income Statement 1 mn 9M14 9M15 Δmn Δ% Transmission 1,239 1, % Dispatching % Other % Regulated Activities 1,342 1, % Non Regulated Act % IFRIC % Total Revenues 1,448 1, % Labour Costs % External Costs % Other % Regulated Activities % Non Regulated Act % IFRIC % Total Costs % EBITDA 1,135 1, % D&A % EBIT % Net Financial Charges % Pre Tax Profit % Taxes % Tax Rate (%) 39.6% 33.3% Group Net Income % NOTE: Tamini consolidation since 20 th May Managerial Accounting 2. Quality of Service + Other Revenues Investor Relations 17

18 Annex Group Costs Breakdown mn 9M14 9M15 Δmn Δ% Labour Costs % Services % Materials % Other % IFRIC % Total Costs % NOTE: Tamini consolidation since 20 th May 2014 Investor Relations 18

19 Annex P&L Quarterly Analysis mn 1Q14 1Q15 Δ 2Q14 2Q15 Δ 3Q14 3Q15 Δ Regulated Activities Non Regulated Act IFRIC Operating Revenues Regulated Activities Non Regulated Act IFRIC Operating Expenses EBITDA D&A EBIT Net Financial Charges Pre Tax Profit Taxes Group Net Income Total Group Capex Net Debt (end of period) 6,629 6,518 7,083 6,876 6,688 6,561 NOTE: Tamini consolidation since 20 th May 2014 Investor Relations 19

20 Annex Consolidated Balance Sheet mn Dec. 31,2014 Sep. 30,2015 Δmn PP&E 10,779 11, Intangible Asset Financial Inv. and Other Total Fixed Assets 11,320 11, Net WC , Funds Total Net Invested Capital 10,059 9, Financed by Consolidated Net Debt 6,966 6, Total Shareholder's Equity 3,093 3, Total 10,059 9, D/E Ratio D/D+E Ratio Number of Shares ('000) 2,010 2,010 NOTE: Tamini consolidation since 20 th May 2014 Investor Relations 20

21 Annex Consolidated Cash Flow mn 9M14 9M15 Δmn Group Net Income D&A Debt Service Net Change in Funds Operating Cash Flow Working Capital & Other Cash Flow from Operating Activities 954 1, Capital Expenditures Free Cash Flow Dividends Debt Service Change in Net Cash (Debt) NOTE: Tamini consolidation since 20 th May Net of assets disposal 2. Including Other Fixed Assets Changes, Change in Capital & Other Investor Relations 21

22 Disclaimer THIS DOCUMENT HAS BEEN PREPARED BY TERNA S.P.A. (THE COMPANY ) FOR THE SOLE PURPOSE DESCRIBED HEREIN. IN NO CASE MAY IT BE INTERPRETED AS AN OFFER OR INVITATION TO SELL OR PURCHASE ANY SECURITY ISSUED BY THE COMPANY OR ITS SUBSIDIARIES. THE CONTENT OF THIS DOCUMENT HAS A MERELY INFORMATIVE AND PROVISIONAL NATURE AND THE STATEMENTS CONTAINED HEREIN HAVE NOT BEEN INDEPENDENTLY VERIFIED. NEITHER THE COMPANY NOR ANY OF ITS REPRESENTATIVES SHALL ACCEPT ANY LIABILITY WHATSOEVER (WHETHER IN NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY FROM THE USE OF THIS DOCUMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION WITH THIS DOCUMENT OR ANY MATERIAL DISCUSSED DURING THE PRESENTATION. THIS DOCUMENT MAY NOT BE REPRODUCED OR REDISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON. THE INFORMATION CONTAINED HEREIN AND OTHER MATERIAL DISCUSSED AT THE CONFERENCE CALL MAY INCLUDE FORWARD-LOOKING STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS ABOUT THE COMPANY S BELIEFS AND EXPECTATIONS. THESE STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES, PROJECTIONS AND PROJECTS, AND CANNOT BE INTERPRETED AS A PROMISE OR GUARANTEE OF WHATSOEVER NATURE. HOWEVER, FORWARD-LOOKING STATEMENTS INVOLVE INHERENT RISKS AND UNCERTAINTIES AND ARE CURRENT ONLY AT THE DATE THEY ARE MADE. WE CAUTION YOU THAT A NUMBER OF FACTORS COULD CAUSE THE COMPANY S ACTUAL RESULTS AND PROVISIONS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENT. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO: TRENDS IN COMPANY S BUSINESS, ITS ABILITY TO IMPLEMENT COST-CUTTING PLANS, CHANGES IN THE REGULATORY ENVIRONMENT, DIFFERENT INTERPRETATION OF THE LAW AND REGULATION, ITS ABILITY TO SUCCESSFULLY DIVERSIFY AND THE EXPECTED LEVEL OF FUTURE CAPITAL EXPENDITURES. THEREFORE, YOU SHOULD NOT PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS. TERNA DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGES IN TERNA S EXPECTATIONS WITH REGARD THERETO OR ANY CHANGES IN EVENTS. EXECUTIVE IN CHARGE OF THE PREPARATION OF ACCOUNTING DOCUMENTS PIERPAOLO CRISTOFORI DECLARES, PURSUANT TO PARAGRAPH 2 OF ARTICLE 154-BIS OF THE CONSOLIDATED LAW ON FINANCE, THAT THE ACCOUNTING INFORMATION CONTAINED IN THIS PRESENTATION, FOR WHAT CONCERNS THE ACTUAL FIGURES, CORRESPONDS TO THE DOCUMENT RESULTS, BOOKS AND ACCOUNTING RECORDS. THE SORGENTE-RIZZICONI PROJECT INTERCONNECTION IS CO-FINANCED BY THE EUROPEAN UNION S EUROPEAN ENERGY PROGRAMME FOR RECOVERY PROGRAMME. THE SOLE RESPONSIBILITY OF THIS PUBLICATION LIES WITH THE AUTHOR. THE EUROPEAN UNION IS NO RESPONSIBLE FOR ANY USE THAT MAY BE MADE OF THE INFORMATION CONTAINED THEREIN. Investor Relations 22

23 Notes Investor Relations 23

24 I I Investor Relations 24