ITALGAS 2017 FINANCIAL REPORT Worldreginfo - Ce741538-6818-48Eb-8Ed5-4D443205050c ITALGAS IS WARMTH
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ITALGAS 2017 FINANCIAL REPORT WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c ITALGAS IS WARMTH Behind simple gestures such as turning on the tap or the heater there are almost two centuries of history. Italgas’s contribute is a committed, reliable and innovative one which arrives into the houses of the Italians in order to bring natural gas warmth, for more then 180 years. Flipping through these pages, you will find a visual translation of some of the daily moments alternating and being animated also thanks to our people’s work. WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c Italgas 2017 Financial report WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c Values and Mission Expertise, efficiency, innovation, reliability, security, proximity to the people. Every day, for more than 180 years, the work of the men and women at Italgas has drawn inspiration from these values. Italgas always accompanies the economic and social development of the country promoting sustainable growth. It is currently the leading natural gas distributor in Italy and number three in Europe. On these strong foundations, the Group is now looking forward and striving to strengthen its market presence. Investments, quality of service and digitisation are the main channels of the strategy implemented to achieve these ambitious goals and to continue to generate value. Italgas, over 180 years of history and a successful future yet to be written. Per Italgas, Gruppo Italgas o Gruppo si intende Italgas S.p.A. e le imprese incluse nell’area di consolidamento. WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c 4 Corporate bodies BOARD OF DIRECTORS(a) BOARD OF STATUTORY AUDITORS(a) Chairman Chairman Lorenzo Bini Smaghi Gian Piero Balducci Chief Executive Officer Standing auditors and General Manager Giandomenico Genta Paolo Gallo Laura Zanetti Directors Alternate auditors Nicola Bedin Barbara Cavalieri(c) Federica Lolli (b) Walter Visco Maurizio Dainelli Cinzia Farisè Yunpeng He Paolo Mosa Paola Annamaria Petrone CONTROL AND RISKS APPOINTMENTS AND RELATED-PARTY AND REMUNERATION TRANSACTIONS COMMITTEE (d) COMMITTEE (e) Paola Annamaria Petrone (Chairman) Cinzia Farisè (Chairman) Nicola Bedin Maurizio Dainelli Federica Lolli Federica Lolli FINANCE AND SERVICES GENERAL SUSTAINABILITY COMMITEE (f) MANAGER (g) Nicola Bedin (Chairman) Antonio Paccioretti Yunpeng He Paolo Mosa SUPERVISORY BODY(h) Carlo Piergallini (Chairman) Eliana La Ferrara Francesco Profumo INDEPENDENT AUDITORS (i) PricewaterhouseCoopers S.p.A. a) Appointed by the Shareholders’ Meeting of 4 August 2016. In office until the date of the Shareholders’ Meeting called for the approval of the financial statements for the year ending 31 December 2018. (b) Director co-opted by the Board of Directors on 27 July 2017 to replace Barbara Borra. (c) Appointed by the Shareholders’ Meeting on 28 April 2017 to replace alternate auditor Marilena Cederna. (d) Committee established by the Board of Directors on 4 August 2016. Members appointed by the Board of Directors on 23 October 2017. (e) Committee established and members appointed by the Board of Directors on 23 October 2017. (f) Committee established by the Board of Directors on 4 August 2016. Members appointed by the Board of Directors on 5 September 2016. (g) Appointed by the Board of Directors on 26 September 2016 with effect from 7 November 2016. (h) Appointed by the Board of Directors on 20 December 2016. (i) Engagement assigned by the Shareholders’ Meeting of 28 April 2017 for the period 2017-2025. ITALGAS RELAZIONE FINANZIARIA ANNUALE 2017 - CORPORATE BODIES WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c 5 Group structure as at 31 December 2017 The structure of the Italgas Group as at 31 December 2017 is shown below: CONSOLIDATION AREA NON CONSOLIDATED AFFILIATES 100% 48.08% 50% 45% 100% 100% 100% S.G.S. S.r.l. The changes in the scope of consolidation of the Italgas Group as at 31 December 2017 compared to 31 December 20163, referred to the entry of Enerco Distribuzione and its subsidiary S.G.S. following the acquisition, effective 6 December 2017, of 100% of the share capital of Enerco Distribuzione. 3 On 1 October 2017, Napoletanagas was merged into Italgas Reti after acquisition of the residual share capital (0.31%). GROUP STRUCTURE AS AT 31 DECEMBER 2017 - ITALGAS 2017 FINANCIAL REPORT WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c 6 Table of Contents DIRECTORS’ REPORT 10 Letter to Shareholders and Stakeholders 14 Highlights of 2017 17 ITALGAS AND THE FINANCIAL MARKETS 19 Shareholders 21 THE ITALGAS GROUP 21 Overview of Italgas 22 180 years of Italgas history 23 SUMMARY FIGURES AND INFORMATION 23 Main events 26 Key figures 28 Operating performance 35 REGULATION 41 COMMENT ON THE ECONOMIC AND FINANCIAL RESULTS 41 Reclassified Income Statement 43 Reconciliation of EBIT and the reported net profit with adjusted EBIT and adjusted net profit 44 Analysis of the reclassified Income Statement items 49 Reclassified Statement of Financial Position 55 Reclassified Statement of Cash Flows 59 COMMENT ON THE ECONOMIC AND FINANCIAL RESULTS OF ITALGAS S.P.A. 59 Reclassified Income Statement 60 Analysis of the reclassified Income Statement items 61 Reclassified Statement of Financial Position 65 Reclassified Statement of Cash Flows 66 NON-GAAP MEASURES 67 Reconciliation of the Income Statement, Statement of Financial Position and Statement of Cash Flows ITALGAS 2017 FINANCIAL REPORT - TABLE OF CONTENTS WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c 7 79 OTHER INFORMATION 83 INFORMATION ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 95 ELEMENTS OF RISK AND UNCERTAINTY 95 Financial risks 97 Operating risks 101 BUSINESS OUTLOOK 103 LEGISLATIVE AND REGULATORY FRAMEWORK 115 SUSTAINABILITY AND CORPORATE RESPONSIBILITY 127 GLOSSARY CONSOLIDATED FINANCIAL STATEMENTS 132 FINANCIAL STATEMENTS 143 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 234 STATEMENTS FROM MANAGEMENT 235 INDEPENDENT AUDITORS’ REPORT Disclaimer The Annual Report contains forward-looking statements, specifically in the “Outlook” section, relating to: investment plans, future operating performance and project execution. The forward-looking statements, by their nature, involve risks and uncertainties as they depend on the occurrence of future events and developments. The actual results could therefore differ from those announced in relation to various factors, including: actual operating performance, general macro-economic conditions, geopolitical factors such as international tensions, the impact of energy and environmental regulations, the successful development and application of new technologies, changes in stakeholder expectations and other changes in business conditions. TABLE OF CONTENTS - ITALGAS 2017 FINANCIAL REPORT WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c 8 DIRECTORS’ REPORT ITALGAS RELAZIONE FINANZIARIA ANNUALE 2017 WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c 9 DIRECTORS’ REPORT PREMESSA METODOLOGICA E DEFINIZIONI WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c 10 Letter to Shareholders and Stakeholders To our Shareholders and Stakeholders, 2023 Strategic Plan presented in June 2017. Heartfelt thanks go to you, you who believe First and foremost the investments in the in Italgas, and a special thank you to all networks, our key asset, where maintenance our men and women who every day invest and completion of the new networks (34 energy, skills and expertise in the company’s municipalities now with gas in Calabria, progress and development. Sicily and Campania), the total investment 180 years after it was founded and just over came to over €250 million. a year since our return to the stock market, In 2017, 1.66 million smart meters were the facts speak for themselves. From 7 installed (primary enabler for network November 2016 onwards the company digitisation), with the average number of upped its pace, accelerating all its core and installations even reaching 12,000 per day, non-core activities: the investments made, with a total investment of € 230 million. the corporate acquisitions carried out, the The total investments in the workforce operational reorganisation completed, the amounted to € 521.9 million, up 38.1% on corporate restructuring in progress and the 2016. economic and financial results achieved all In 2017 and the first few months of 2018, tell of the significant work undertaken. Italgas carried out a series of corporate Italgas is the no. 1 operator in Italy and transactions designed, on the one hand, to the third ranked in Europe. With a market consolidate and strengthen its presence in share of 34% for municipal gas distribution, the areas of interest and, on the other, to it manages over 66 thousand km and 7.5 invest in areas of Italy not yet benefiting million gas delivery points spanning 1,609 from natural gas distribution infrastructures. concessions2. Included in this scenario are the acquisitions The increased workforce, market of Enerco Distribuzione (27 concessions consolidation and digitisation of the network in the provinces of Padua and Vicenza), and processes are the pillars of the 2017- a business unit of Amalfitana Gas (12 2 The figures also include unconsolidated investees. WorldReginfo - ce741538-6818-48eb-8ed5-4d443205050c 11 concessions in as many municipalities in investments to complete the networks and Campania), the distribution network of systems for a gross figure of around €240 Portopalo di Capo Passero (Syracuse) million (of which €80 million in public