INTERIM REPORT ON OPERATIONS – SEPTEMBER 30, 2011

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(1)www.a2a.eu. INTERIM REPORT ON OPERATIONS – SEPTEMBER 30, 2011. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. INTERIM REPORT ON OPERATIONS SEPTEMBER 30, 2011.

(2) Interim report on operations – September 30, 2011. Contents. 0.1 Performance indicators and corporate information 5. The A2A Group September 30, 2011. 6. Financial highlights. 8. A2A S.p.A. on the Stock Exchange. 11. Corporate Boards. 13. Significant events during the period. 19. Summary of results, assets and liabilities and financial position of the A2A. 1. Group 26. Significant events after September 30, 2011. 30. Consolidated balance sheet. 32. Consolidated income statement. 34. Consolidated statement of comprehensive income. 35. Consolidated cash flow statement. 36. Consolidated statement of changes in equity. 0.3 Notes to the Interim report on operations 39. General information on A2A S.p.A.. 40. Interim report on operations. 41. Financial statements. 42. Basis of preparation. 43. Changes in international accounting standards. 50. Scope of consolidation. 51. Consolidation policies and procedures. 57. Seasonal nature of the business. 58. A2A Group – Areas of activity. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 0.2 Consolidated financial statements.

(3) Interim report on operations – September 30, 2011 Contents. 59. Geographical areas of activity. 60. Results sector by sector. 64. Notes to the balance sheet. 83. Net debt. 84. Notes to the income statement. 92. Earnings per share. 93. Consob Communication no. DEM/6064293 of July 28, 2006. 94. Guarantees and commitments with third parties. 96. Other information. 0.4 Attachments to the notes to the Interim report on operations 120. 1. List of companies included in the consolidated financial statements. 122. 2. List of shareholdings in companies carried at equity. 124. 3. List of companies included in the consolidated financial statements of the Ecodeco Group. 126. 4. List of companies included in the consolidated financial statements of the Coriance Group. 128. 5. List of financial assets available for sale. 0.5 Interim report on operations 131. Results sector by sector. 133. Macroeconomic scenario. 135. Performance of the energy market. 138. Energy Sector. 150. Heat and Services Sector. 154. Environment Sector. 158. Networks Sector. 170. Other Services and Corporate Sector. 172. Outlook for operations. 173. Risks and uncertainties. 0.6 Certification by the Manager in charge of preparing accounting documents 197. Certification by the Manager in charge of preparing accounting documents. This is a translation of the Italian original “Resoconto Intermedio di gestione al 30 settembre 2011” and has been prepared solely for the convenience of international readers. In the event of any ambiguity the Italian text will prevail. The Italian original is available on the website www.a2a.eu. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 2.

(4) WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c.

(5) WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 0.1. Performance indicators and corporate information.

(6) Interim report on operations – September 30, 2011. The A2A Group at September 30, 2011 A2A Spa. Delmi (3). 100.00%. 100.00%. 100.00%. 100.00%. 100.00%. 100.00%. 100.00%. A2A Trading. A2A Energia. A2A Calore & Servizi. Amsa. A2A Reti Elettriche. A2A Reti Gas. Selene. 50.00%. 70.00%. 33.33%. 98.08%. 100.00%. 100.00%. 100.00%. 100.00%. Transalpina di Energia. A2A Alfa. Lumenergia. A2A Coriance. Ecodeco. A2A Ciclo Idrico. A2A Servizi alla distribuzione. A2A Logistica. 61.28% Edison (1). 50.00%. 100.00%. 100.00%. 99.99%. 99.98%. 91.60%. 100.00%. Premiumgas. A2A Montenegro. Coriance. Aprica. BAS-SII. Retragas. Mincio Trasmissione. 90.00%. 20.00%. 70.00%. 43.70%. Edipower. Plurigas. EPCG. Varese Risorse (4). 100.00%. 100.00%. 39.49%. 60.00%. 100.00%. Aspem Energia. Abruzzoenergia. Rudnik Uglja ad Pljevlja. Proaris. Partenope Ambiente. 50.00% Ergosud. 50.00%. Asm Novara (3). 80.00%. 67.00%. 74.50%. 49.00%. Montichiari ambiente. Seasm. Camuna Energia. e-Utile. 48.86%. 21.94%. 90.00% Aspem (4). ASVT (2). ACSM-AGAM. 5. 7.9% Dolomiti Energia. 50.00% Metamer. Areas of activity Energy Heat and services Environment. (1) The 61.28% refers to the ordinary shares held in Transalpina di Energia (TdE). The actual stake in share capital is 60%. Note that Edison holds 50% of shares in Edipower. (2) 0.38% of these are held through A2A Reti Gas. (3) There are call and put options on a further stake in the company's share capital. (4) There are put options on a futher stake in the company's share capital.. Networks Other companies. This table shows the A2A Group's most significant shareholdings. You are referred to attachments 1, 2, 3, 4 and 5 for full details of all shareholdings.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 51.00%.

(7) Interim report on operations – September 30, 2011. Financial highlights (1). 4,351 million euro 659 million euro. Revenues Gross operating income. 6. Income statement figures Millions of euro Revenues Operating expenses. 01 01 2011 09 30 2011. 01 01 2010 09 30 2010. 3rd Qtr 2011. 3rd Qtr 2010. 4,351. 4,040. 1,301. 1,182. (3,278). (2,990). (992). (860). Labour costs. (414). (371). (127). (113). Gross operating income. 659. 679. 182. 209. Depreciation, amortization, provisions and write-downs. (388). (343). (134). (105). Net operating income. 271. 336. 48. 104. Financial balance. (133). (79). (53). (23). Other non-operating income Other non-operating expenses. 1. –. –. –. (6). –. (1). –. Profit before tax. 133. 257. (6). 81. Income taxes. (93). (88). (19). (20). Net result from non-current assets sold or held for sale. 41. 290. Minority interests. 33. Net profit for the period pertaining to the Group Gross operating income/revenues. (23). 114. 436. 15.1%. 16.8%. (1) The figures serve as the performance indicators required by CESRN/05/178/B. 2. 8. 17. (4). (6) 14.0%. 65 17.7%. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 114 million euro. Net income.

(8) Interim report on operations – September 30, 2011 Financial highlights. Balance sheet figures. 09 30 2011. 12 31 2010. Millions of euro Net capital employed. 8,547. 8,738. Total equity attributable to the Group and minorities. 4,612. 4,845. (3,935). (3,893). 0.85. 0.80. 1.18. 1.03. Consolidated net financial position Consolidated net financial position/Equity attributable to the Group and minorities Consolidated net financial position/Average market capitalization. Financial data. 01 01 2011 09 30 2011. 01 01 2010 09 30 2010. Net cash from operating activities. 306. 439. Net cash used in investing activities. (145). 167. 161. 606. 09 30 2011. 12 31 2010. Millions of euro. Free cash flow. Key figures of A2A S.p.A. Share capital (euro). 1,629,110,744. 1,629,110,744. Number of ordinary shares (par value 0.52 euro). 3,132,905,277. 3,132,905,277. Number of treasury shares (par value 0.52 euro). 26,917,609. 26,917,609. Key indicators. 09 30 2011. 09 30 2010. 1.612%. 1.028%. 111.46. 77.93. Average 6-month Euribor Average price of Brent crude (US$/bbl) Average exchange rate euro/US$ (*) Average price of Brent crude (euro/bbl) (*) Source: Italian Foreign Exchange Office. 1.41. 1.32. 79.20. 59.31. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 7.

(9) Interim report on operations – September 30, 2011. A2A S.p.A. on the Stock Exchange. A2A in figures 2,934. Average capitalisation in the first 9 months 2011 (millions of euro). 3,348. Average volumes in the first 9 months 2011:. 9,822,627. Average price in the first 9 months 2011 (*). 1.069. Maximum price in the first 9 months 2011 (*). 1.231. Minimum price in the first 9 months 2011 (*). 0.825. Number of shares. 3,132,905,277. (*) euro per share Sources: Bloomberg. In June 23, 2011 A2A distributed a dividend equal to 0.06 euro per share. In November 24, 2011 will be distributed an additional non-recurring dividend equal to 0.036 euro per share.. A2A forms part of the following indices FTSE MIB DJ STOXX DJ EUROSTOXX DJ Italy WisdomTree S&P Developed Ex-US. Ethical Indices FTSE ECPI Italy SRI Benchmark Axia CSR and ETHICAL Italy FTSE ECPI Italy SRI Benchmark ECPI Ethical Index Global, Euro and EMU Solactive Climate Change Sources: Bloomberg. A2A ranked as a leading business in the Carbon Disclosure Project 2010.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 8. Capitalisation at September 30, 2011 (millions of euro).

(10) Interim report on operations – September 30, 2011 A2A S.p.A. on the Stock Exchange. Shareholding (*). 9. (*) Quota greater than 2% (updated at September 30, 2011) Sources: CONSOB. Rating Current. Short-time rating Outlook. Moody’s (*) (*) updated at October 7, 2011 Sources: rating agencies. Medium/Long-term rating Outlook. BBB+ A–2 Negative Baa1 Negative. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. Medium/Long-term rating Standard & Poor’s.

(11) Interim report on operations – September 30, 2011 A2A S.p.A. on the Stock Exchange. A2A in the first 9 months 2011. A2A vs FTSE MIB. Sources: Bloomberg. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 10.

(12) Interim report on operations – September 30, 2011. Corporate boards. SUPERVISORY BOARD CHAIRMAN Graziano Tarantini DEPUTY CHAIRMAN Rosario Bifulco. MANAGEMENT BOARD CHAIRMAN Giuliano Zuccoli DEPUTY CHAIRMAN Vittorio Cinquini DIRECTORS Franco Baiguera Mario Cocchi Francesco Randazzo Renato Ravanelli Paolo Rossetti Giuseppe Sala. 11. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. DIRECTORS Adriano Bandera Gianbattista Brivio Bruno Caparini Gianni Castelli Alberto Cavalli Stefano Grassani Enrico Mattinzoli Marco Miccinesi Massimo Perona Norberto Rosini Giorgio Maria Filiberto Sommariva Franco Tamburini Antonio Matteo Taormina.

(13) Interim report on operations – September 30, 2011 Corporate boards. GENERAL MANAGERS CORPORATE AND MARKET AREA Renato Ravanelli TECHNICAL-OPERATIONS AREA Paolo Rossetti. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 12.

(14) Interim report on operations – September 30, 2011. Significant events during the period. A single sales company for the A2A Group since January On January 1, 2011, Asm Energia e Ambiente S.r.l., Bas-Omniservizi S.r.l. and A2A Servizi al Cliente S.r.l. were merged into A2A Energia S.p.A.. The single sales company arising from this operation concentrates on the sale of electricity and gas and the related commercial services (call centers, desks and billing). In particular a leading operator on the national energy market has been created which has around 2 million customers (large-scale industry, apartment blocks and domestic. 13. customers), who are mostly concentrated in the Milan metropolitan area and the provinces of Brescia and Bergamo. This represents a further step in the process of corporate streamlining and rationalization aimed at making the Group more competitive on the liberalized markets. Lombardy customers will be able to continue to put their trust in quality services that are nearby, a factor which up until now has been a “winning card” for the Group as certified by the excellent results obtained in customer satisfaction surveys and in the special league tables. A2A Ciclo Idrico S.p.A. comes to life on January 1, 2011 The contribution of the “water cycle” segment by the parent A2A S.p.A. and the demerger of the “ownership of the end customers of the water business of the province of Brescia” segment by A2A Energia S.p.A. (formerly Asm Energia e Ambiente S.r.l.) into A2A Ciclo Idrico S.p.A. became effective on January 1, 2011. More specifically, this company carries out the following activities which are listed by way of example: • research, production, procurement, capitation, transfer and transportation, conversion, distribution and sale of water for primary, industrial and agricultural use;. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. regularly prepared by the Electricity and Gas Authority..

(15) Interim report on operations – September 30, 2011 Significant events during the period. • collection and treatment of waste water; • use and recovery of energy from the integral water cycle; • management, maintenance and development of the water and sewage networks and of the plants for the capitation, potabilisation and purification of water.. A2A as one of the leaders in Italy for the Carbon Disclosure Project A2A was classified as one of the Italian “2010 Carbon Performance Leaders” by the Carbon Disclosure Project, the body acting on behalf of over 500 institutional investors and which for more than 10 years has been providing an analysis of the means by which the largest companies in the world counter greenhouse gas emissions.. A new managing director for Ecodeco S.r.l., an A2A Group company On March 11, 2011, the Board of Directors of Ecodeco S.r.l., one of the companies in the A2A Group’s Environment Sector, appointed Mr. Enrico Friz as managing director of the company. The aim behind renewing the subsidiary’s top management is to consolidate the company’s development process as part of the A2A Group’s Environment Sector, with the objective of optimizing organizational and process synergies and strengthening the offer of environmental services.. Communication of A2A S.p.A., Delmi S.p.A. and EDF S.A. regarding the shareholders’ agreement concerning Edison S.p.A. and Transalpina di Energia S.r.l. (TdE) On March 15, 2011, as part of the discussions relating to a new industrial project concerning the Edison Group and the structure of TdE’s shareholdings, A2A S.p.A., Delmi S.p.A. and EDF S.A. reached agreement over a change in the shareholders’ pacts concerning Edison S.p.A. and Transalpina di Energia S.r.l. which extended the deadline for the termination of such pacts to September 15, 2011, namely if no termination notice was sent by any of the parties by September 15 the agreements would be renewed for the following three years. This amendment also provided for the appointment of the boards of directors of Edison S.p.A. and Transalpina di Energia S.r.l. for a period of one year by the shareholders’ meetings approving the respective annual financial statements. On September 15, 2011, EDF S.A., A2A S.p.A. and Delmi S.p.A. agreed to extend the expiry date of the shareholders’ pacts concerning Edison S.p.A. and Transalpina di Energia S.r.l. to October 31, 2011.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 14.

(16) Interim report on operations – September 30, 2011 Significant events during the period. The Supervisory Board of A2A S.p.A. approves the 2010 results On April 27, 2011, with Mr. Graziano Tarantini in the chair, the Supervisory Board met and approved the separate financial statements and consolidated annual financial report of the A2A Group for the year ended December 31, 2010. The Supervisory Board agreed with the proposal of the Management Board to submit for the approval of shareholders the distribution of a dividend of 0.060 euros per ordinary share, to be put into payment on June 23, 2011. The Supervisory Board additionally agreed with the proposal of the Management Board to submit for the approval of the shareholders the distribution of an additional non-recurring dividend of 0.036 euros per ordinary share, to be put into payment on November 24, 2011.. Ecodeco S.r.l. is awarded a contract in Britain for the design and construction of a new waste treatment plant 3SE, a consortium set up by the British companies Shanks Waste Management and Scottish and Southern Energy, has chosen Ecodeco technology to build a waste treatment plant. 15. located in Yorkshire. In more detail the A2A Group company Ecodeco S.r.l. will be the supplier of the project and the technology and will build a plant which will treat the waste of the cities of Barnsley, Doncaster and Rotherham. The value of these supplies exceeds 26 million euros and it is envisaged that Ecodeco will also be paid royalties on the concession for the next 25 years, based on each tonne of waste treated. The plant will be used to treat 250,000 tonnes/year of residual solid urban waste from the differentiated collection and will serve around 350,000 families. At the end of the treatment process a secondary fuel will be obtained which will be used in a multifuel. Glass, plastic and metals will be recovered by building a section for the production of compost. The agreement provides that the work for the construction of the plant will begin by the spring of 2013 and that the first waste will be treated in 2015.. A total of 23.5% of the share capital of Metroweb S.p.A has been sold to Fondo Infrastrutturale F2i and IMI Investimenti On May 30, 2011, A2A S.p.A. together with Stirling Square Capital Partners, the majority shareholder of Metroweb S.p.A., signed an agreement for the sale of their shareholdings in Metroweb S.p.A. (respectively 23.5% and 76.5%) to Fondo Infrastrutturale F2i and IMI Investimenti.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. plant for producing electricity..

(17) Interim report on operations – September 30, 2011 Significant events during the period. This transaction led to proceeds of 53 million euros for A2A S.p.A. and a capital gain of 38 million euros. A2A S.p.A. continues to hold a convertible bond in its portfolio which if the option is exercised will enable it to acquire a shareholding of up to 25% in Metroweb S.p.A., and a put option which may be exercised until November 30, 2013 under the same conditions as the transaction, increased by a financial return.. Acerra waste to energy plant: production capacity reaches 100% in the first six months of 2011 The Acerra waste to energy plant treated 300 thousand tonnes of waste in the first six months of 2011, in line with the requirements of the Integrated Environmental Authorization which allows 600 thousand tonnes/year of waste to be treated. At the same time the plant produced and put into the grid 260 GWh of electricity. The reported figures, which refer to the first half of the second year in which Partenope Ambiente S.p.A. has been responsible for the industrial management of the waste to energy plant, therefore represent an improvement over the already excellent results achieved in 2010, when a total of 516 thousand tonnes of waste were transferred to the plant (being 86% of its production capacity) and 450 GWh of electricity was put into the grid, equivalent to the needs of 150 thousand households. The waste to energy plant worked regularly during the first six months of 2011, succeeding in maintaining the planned high standards of yield also through the maintenance which had been scheduled by Partenope Ambiente S.p.A. at the beginning of the year and which, in addition to being absolutely usual in complex set-ups such as waste to energy plants, has the scope of ensuring safety and efficiency. Particular emphasis has been placed on environmental aspects: the waste to energy plant is equipped with leading edge combustion gas purification technologies and a double “continuous monitoring” system for controlling emissions which provides a constant guarantee that the plant is working as it should. Emissions have been well below the limits allowed by the Authorization since the start of plant management, limits which moreover for the Acerra waste to energy plant are fixed at values which are on the average 50% lower than those envisaged by the community directive and the Italian legislation transposing this. In addition to the daily measurements made by Partenope Ambiente S.p.A., two outside certified laboratories were engaged in 2010 to carry out five emission monitoring campaigns, and a further two were performed during the first part of 2011. The data collected have all confirmed the complete reliability of the plant and the efficiency of the fume treatment system, with results well below the emission limits set by the Integrated Environmental Authorization.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 16.

(18) Interim report on operations – September 30, 2011 Significant events during the period. A2A and the Confederations of Small and Medium Enterprises sign a protocol of understanding concerning the Joint Settlement Procedure A2A, Casartigiani, CNA, Confagricoltura, Confapi, Confartigianato Imprese, Confcommercio Imprese per l’Italia and Confesercenti have signed an important joint settlement agreement, putting into practice the desire expressed in this respect by the AEEG - the Electricity and Gas Authority. This procedure acts as an out of court tool for resolving certain types of dispute which have not been settled by previous complaint procedures, and which relate to the supply of electricity and gas on both the protected and free markets and arise between business customers belonging to the Confederations and A2A Energia S.p.A., the single sales company of the A2A Group. A distinctive feature of the procedure is its swiftness and informality and the ease by which it may be accessed and carried out. The settlement procedure may be activated for disputes relating to assessments, contestations and the management of problems arising from the supply of electricity or gas, such as: the reconstruction of usage following the ascertained malfunctioning of a meter. 17. pursuant to the resolutions of the Electricity and Gas Authority; contestations relating to issues connected with the billing of usage, the management of a reduction in power or suspension of supply for disputed payment arrears by the customer; the de-activation of a meter at the customer’s request which has not been carried out; and the management of problems connected with the issuing of bills. The Settlement Office is staffed by qualified operators from A2A and the Confederations who have attended specific training courses, a necessary requirement for the qualification to be recognized. Staff involved in managing the settlements are required to act in an impartial and parties. Any measures being taken by A2A Energia S.p.A. to collect the receivable under dispute are suspended for the whole period of the settlement process. The introduction of the procedure at a national level will be preceded by a trial period of 12 months, at the end of which A2A and the Confederations will be entitled to check its effectiveness and agree any changes which may be needed. The aim of the agreement, which has already been tested on similar occasions, is to improve the relationship between small and medium enterprises and energy suppliers under the customer satisfaction principle.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. neutral manner to encourage a compromise being reached which is acceptable to both.

(19) Interim report on operations – September 30, 2011 Significant events during the period. A2A S.p.A.: acquisition of 5.05% of the share capital of Abruzzoenergia S.p.A. On July 27, 2011, A2A S.p.A. purchased the remaining 5.05% of the share capital of Abruzzoenergia S.p.A. which was held by minority shareholders. As a result of this transaction A2A S.p.A. is now the owner of 100% of the company’s share capital.. Approval of the half-yearly financial report at June 30, 2011 The Management Board approved the consolidated half-yearly financial report at June 30, 2011 on August 3, 2011.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 18.

(20) Interim report on operations – September 30, 2011. Summary of results, assets and liabilities and financial position of the A2A Group. Results The results of the A2A Group for the period ended September 30, 2011 are set out below together with comparative figures for the corresponding period of the previous year:. Revenues. 01 01 2011 09 30 2011. 01 01 2010 09 30 2010. Changes. 4,351. 4,040. 311. 4,276. 3,959. 317. 75. 81. of which: – Revenues from sales of goods and services – Other operating income Operating expenses Labour costs. 19 (6). (3,278). (2,990). (288). (414). (371). (43). Gross operating income. 659. 679. (20). Depreciation and amortization. (318). (290). (28). Provisions and write-downs. (70). Net operating income. 271. 336. (109). (135). 26. (24). 56. (80). Net financial expense Share of results of companies at equity Other non-operating income Other non-operating expenses. (53). (17) (65). 1. –. 1. (6). –. (6) (124). Profit before tax. 133. 257. Income taxes. (93). (88). Income from current operations, net of tax. 40. 169. (129). Net result from non-current assets sold or held for sale. 41. 290. (249). Minorities Group net profit for the period. 33 114. (23) 436. (5). 56 (322). Note: the Montenegro subsidiary EPCG has been consolidated on a line-by-line basis for the period ended September 30, 2011, while for the period ended September 30, 2010 it was consolidated on a one-line basis.. The Group earned revenues totaling 4,351 million euro in the first nine months of 2011, of which 203 million euro relates to the EPCG Group. Revenues from sales and services amounted to 4,276 million euro (of which 202 million euro attributable to the EPCG Group), while other operating income totaled 75 million euro.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. Millions of euro.

(21) Interim report on operations – September 30, 2011 Summary of results, assets and liabilities and financial position of the A2A Group. The key quantitative data contributing to the formation of these revenues were as follows: 09 30 2011. 09 30 2010. Electricity sold to wholesale and retail customers (GWh). 16,792. 14,791. Electricity sold on the Power Exchange (GWh). 10,024. 12,526. Electricity sold on foreign markets (GWh). 9,100. 6,441. Electricity sold (GWh) - EPCG. 3,475. Gas sold to wholesale and retail customers (Mcm). 2,575. 2,847. Heat sold (GWht). 1,816. 1,882. Electricity distributed (GWh). 8,615. 8,468. Electricity distributed (GWh) - EPCG. 1,899. Gas distributed (Mcm). 1,295. 1,430. 51. 51. Water distributed (Mcm) Water purified (Mcm) Waste disposed of (Kton). 29. 29. 1,953. 2,032. In particular, sales mainly derived from the following quantities produced by the plants managed by the Group: 20. Thermoelectric production (GWh) - EPCG. 09 30 2010. 6,208. 6,380. 1,055. Hydroelectric production (GWh). 2,617. Hydroelectric production (GWh) - EPCG. 1,009. Heat production (GWht). 2,931. 1,534. 1,604. Electricity produced by cogeneration (GWh). 373. 347. Electricity sold from waste to energy and biogas plants (GWh). 903. 883. Gross operating income for the period of 659 million euro decreased by 20 million euro over the same period of the previous year.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. Thermoelectric production (GWh). 09 30 2011.

(22) Interim report on operations – September 30, 2011 Summary of results, assets and liabilities and financial position of the A2A Group. The following table sets out changes in gross operating income by business sector. Millions of euro. Gross Operating Income 09 30 2011. Gross Operating Income 09 30 2010. Energy Sector. 223. 265. -electricity. 165. 230. -gas. 58. 35. Heat and Services Sector. 38. 30. Environment Sector. 216. 202. Networks Sector. 199. 206. Other services and Corporate Sector Total. (17) 659. (24) 679. The Energy Sector saw a decrease in gross operating income compared to the same period of the previous year: the reduction in margins in the electricity sector was partially offset by the rise in margins in the gas sector.. 21. The drop in results in the electricity sector is essentially due, at a plant level, to the fact that the Monfalcone thermoelectric power station (coal and oil) no longer has the essentiality prerequisites it previously had and that the results at a gross operating income level of the San Filippo del Mela power station in Sicily (oil), which has left the boundary regulated by the tolling agreement with Edipower, have been deconsolidated. There was also a decrease of 300 GWh in hydroelectric production during the period. Unit margins for commercial activity also fell although remained positive.. million euro. In the gas sector, the effects of the fall in volumes as the result of the especially mild weather and those arising from a reduction in unit margins due to new tariff measures were more than offset by the positive effects of the renegotiation of the gas procurement agreements at the beginning of the fourth quarter of 2010. The gross operating income of the Heat and Services Sector amounted to 38 million euro, a rise of 8 million euro over the same period of the previous year. This result is mainly due to the positive effects of commercial development only in part offset by the fall in margins due to the especially mild season. The period also benefited from the recognition of an increase in energy efficiency allowances (White Certificates) relating to the development of the district heating networks.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. The production and sale of electricity in Montenegro provided a positive contribution of 2.

(23) Interim report on operations – September 30, 2011 Summary of results, assets and liabilities and financial position of the A2A Group. The gross operating income of the Environment Sector amounted to 216 million euro (202 million euro in the first nine months of 2010). This performance is mainly due to the good economic performance of the waste to energy plants managed by the Group. The fall in margins in the Networks Sector is mainly due to the electricity distribution sector, which in the third quarter of 2010 benefited by around 20 million euro from nonrecurring items relating to the company specific equalization mechanism which arose from the adjustment of the revenue component expected for the III regulatory period (2008-2011). In addition, electricity distribution in Montenegro provided a positive contribution of 8 million euro to the sector. Depreciation, amortization and write-downs amounted in total to 388 million euro (343 million euro for the nine months ended September 30, 2010). The increase of 45 million euro includes costs of 39 million euro arising from the line-by-line consolidation of the subsidiary EPCG and costs of 6 million euro resulting from an increase in the accruals made to risk provisions regarding activities in Italy. As a result of these changes net operating income amounted to 271 million euro, compared to 336 million euro for the nine months ended September 30, 2010. Net financial expense, amounted to 109 million euro (135 million euro for the nine months ended September 30, 2010). This improvement is due to the positive change in the fair value of financial derivative contracts hedging interest rate risk and the significant fall in average debt (-400 million euro approximately), effects which were partially offset by the rise in the average cost of borrowing. Affiliates are negative for 24 millions euro (a profit of 56 million euro for the nine months ended September 30, 2010). The negative change is mainly due to Transalpina di Energia (-45 million euro compared to +35 million euro in the first three quarters of 2010). It should also be recalled that the subsidiary EPCG made a positive contribution of 9 million euro in the first nine months of 2010 when the investment was consolidated on a one-line basis. Other non-operating income and expenses totaled 5 million euro in the nine months ended September 30, 2011 (nil for the nine months ended September 30, 2010) and relate to costs incurred by the EPCG Group. Income taxes amounted to 93 million euro (88 million euro for the nine months ended September 30, 2010); the increase is mainly due to the introduction of Law no. 111 of July 15, 2011 which increased the IRAP regional production tax rate from the previous 3.90% to 4.20% for companies acting as concessionaires, other than those involved in the construction and. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 22.

(24) Interim report on operations – September 30, 2011 Summary of results, assets and liabilities and financial position of the A2A Group. management of motorways and tunnels, and the introduction of Law no. 148 of September 14, 2011 which made significant changes to the “Robin Hood tax”, by which the previously excluded electricity and gas distribution activities are also liable to the additional IRES corporate income tax from fiscal 2011, and increased the rate of the “Robin Hood tax” from 6.5% to 10.5% for the period from 2011 to 2013. Net income from non-current business assets sold or held for sale totaled 41 million euro (290 million euro for the nine months ended September 30, 2010) and mainly consists of the gain arising on the sale of the investments in Metroweb S.p.A. and CESI, while in the first nine months of 2010 this item mostly consisted of the gain arising on the sale of the investment in Alpiq Holding AG. After deducting the net income attributable to minority interests (of which 22 million euro is attributable to the minority shareholders of Delmi), the net income attributable to the Group for the period amounted to 114 million euro (436 million euro for the nine months ended September 30, 2010). 23. Balance sheet and financial position Consolidated “Capital employed” amounted to 8,547 million euro at September 30, 2011 and is covered by equity (4,612 million euro - of which 1,295 million euro attributable to minority interests) and net debt (3,935 million euro). In particular “Working capital” of 717 million euro has decreased by 46 million euro compared to December 31, 2010. “Net fixed capital”, which includes “Assets/liabilities held for sale”, amounted to 7,830. The “Net financial position” at September 30, 2011 of 3,935 million euro increased by 42 million euro compared to December 31, 2010 mainly as the effect on the third quarter of the year of the occurrence of certain working capital items of a typically seasonal nature in the period, such as for example gas storage.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. million euro (-145 million euro)..

(25) Interim report on operations – September 30, 2011 Summary of results, assets and liabilities and financial position of the A2A Group. Millions of euro. 09 30 2011. 12 31 2010. Changes. Net fixed capital. 7,812. 7,911. (99). Tangible assets. 4,725. 4,872. (147). Intangible assets. 1,579. 1,552. 27. Investments and other non-current financial assets (*). 2,416. 2,423. (7). CAPITAL EMPLOYED. Other non-current assets/liabilities(*) Deferred tax assets/liabilities. (137). 4 28. (35). (63). Provisions for risks, charges and liabilities for landfills. (465). (460). (5). Employee benefits. (275). (276). 1. of which with counter-entry to equity. (110). (118). Working capital. 717. 763. Inventories. (46). 308. 239. Trade receivables and other current assets (*). 2,055. 2,416. (361). Trade payables and other current liabilities (*). (1,625). (1,854). 229. (21). (38). 17. (113). 3. Current tax assets/tax liabilities of which with counter-entry to equity. Assets/liabilities held for sale (*). 69. 18. 64. (46). 8,547. 8,738. (191). Equity. 4,612. 4,845. (233). Total financial position beyond one year. 3,442. 3,635. (193). 493. 258. 235. 3,935. 3,893. 42. of which with counter-entry to equity TOTAL CAPITAL EMPLOYED. SOURCES OF FUNDS. Total financial position within one year Total net financial position of which with counter-entry to equity TOTAL SOURCES (*) Excluding balances included in the Net Financial Position.. (30) 8,547. (41) 8,738. (191). WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 24. (133).

(26) Interim report on operations – September 30, 2011 Summary of results, assets and liabilities and financial position of the A2A Group. NET FINANCIAL POSITION AT THE BEGINNING OF THE PERIOD Net income for the period (including minorities) (**) Depreciation and amortization Write-downs/disposals of tangible and intangible assets Results from companies at equity Write-downs of investments. 01 01 2011 09 30 2011 (3,893). 01 01 2010 09 30 2010 (4,644). 43. 238. 318. 290. 4. 3. 24. (56). 3. –. Changes in assets and liabilities (*). (86). Net cash flows from operating activities. 306. Net cash flows from investing activities. (145). 167. 161. 606. (186). (217). (6). (28). (192). (245). (11). (1). (3,935). (4,284). Free cash flow Dividends paid by the parent company Dividends paid by subsidiaries Cash flows from the distribution of dividends Changes in financial assets/liabilities with counter-entry to equity NET FINANCIAL POSITION AT THE END OF THE PERIOD (*) Excluding balances with counter-entry to equity. (**) The result for the period is stated excluding gains on the disposal of investments.. (36) 439. 25. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. Millions of euro.

(27) Interim report on operations – September 30, 2011. Significant events after September 30, 2011. Convertible loan converted into Metroweb S.p.A. shares On October 6, 2011, A2A S.p.A. fully converted the convertible bond loan it held in portfolio after the sale of 23.5% of Metroweb S.p.A.. As the result of this operation, A2A S.p.A. currently holds a 19.44% interest in the share capital of Metroweb S.p.A. which will increase to approximately 25% on the merger between Metroweb S.p.A. and its parent company.. 26. Acerra waste to energy plant: production capacity is confirmed at 100% in the first nine months of 2011 The Acerra waste to energy plant treated 440 thousand tonnes of waste in the first nine months of 2011, in line with the requirements of the Integrated Environmental Authorization which allows 600 thousand tonnes/year of waste to be treated. At the same time the plant. The Management Board of A2A S.p.A. unanimously approves the negotiation guidelines for the Edison/Edipower transaction On October 31, 2011, the Management Board of A2A S.p.A. reviewed the guidelines for the continuation of the negotiations with EDF S.A., subject to prior agreement between the management of A2A S.p.A., Delmi S.p.A. and EDF S.A., concerning Edison S.p.A. and Edipower S.p.A.. The main industrial aspects of the envisaged transaction are as follows: 1. Demerger of Edipower S.p.A.: A2A S.p.A. and Iren S.p.A will own the Mese and Udine hydroelectric plants while Edison S.p.A. will retain the thermoelectric plants and the Tusciano run of river plant. 2. Acquisition by EDF S.A. of A2A S.p.A.'s 100% holding in the company owning the Gissi CCGT plant, which will subsequently be integrated into Edison S.p.A... WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. produced and put into the grid 390 GWh of electricity..

(28) Interim report on operations – September 30, 2011 Significant events after September 30, 2011. 3. Delmi S.p.A.’s call option on 250 MW of Edison S.p.A.'s wind farm capacity at fair value, exercisable in three years and payable in Edison S.p.A. shares also at fair value. 4. Delmi S.p.A.'s call option, or that of its designees, on Edison's minority interests in the companies owning the Trento and Bolzano hydroelectric plants, exercisable in one year. 5. The A2A Group's availability to negotiate a gas sourcing agreement with the Edison Group aimed at creating synergies between the two industrial entities. 6. EDF S.A.'s call option on A2A S.p.A.'s 50% interest in the company owning the Scandale CCGT plant, exercisable in three years. The main steps in the shareholding reorganization resulting from the Edison transaction are as follows: 1. Demerger of Transalpina di Energia S.r.l., as a result of which each of EDF S.A. and Delmi S.p.A. will receive half of TdE's assets and liabilities; following the demerger, the two shareholders EDF S.A. and Delmi S.p.A. will hold 50% and 31% respectively of Edison S.p.A.'s ordinary shares. 2. Execution of a new shareholders' agreement between EDF S.A., A2A S.p.A. and Delmi S.p.A.. 27. providing for Delmi S.p.A.'s governance rights for the protection of its investment (with specific reference amongst other things to related party transactions). The chairman of Edison S.p.A. will be Italian. 3. Put option held by Delmi S.p.A. with respect to EDF S.A. on 100% of the shares in Edison S.p.A.: (i) 75% of the shares of Edison S.p.A. held by Delmi S.p.A. at fair value, exercisable in 3/5 years, in the event that there is no improvement in the liquidity of the trading market for Edison S.p.A. shares, and (ii) in any case on 25% of the shares of Edison S.p.A. held by Delmi multiple derived from a sample of comparable Italian companies, exercisable in 3 years. The implementation of the transactions to be entered into by Edison S.p.A. will require the approval of the corporate bodies of Edison S.p.A. in accordance with applicable law. The completion of the transaction is in any case subject to confirmation from CONSOB that the method used to calculate Edison's share price in the event of a mandatory tender offer, being the average of the previous 12 months, is acceptable. A2A's Management Board has unanimously approved the above guidelines and granted powers to continue negotiations on the above basis conditional upon the approval of the Supervisory Board. Pending the approval of the negotiation guidelines by A2A S.p.A.'s Supervisory Board and Delmi S.p.A.’s board of directors, the current shareholders' agreement between A2A S.p.A., Delmi S.p.A. and EDF S.A. has been extended until Friday, November 4.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. S.p.A. at a price determined through a formula based on Edison S.p.A.'s EBITDA and an EBITDA.

(29) Interim report on operations – September 30, 2011 Significant events after September 30, 2011. From an industrial standpoint the transaction will significantly strengthen the position of the A2A Group and the other shareholders of Delmi S.p.A. in the renewables sector. The renewables asset base which could be transferred to A2A S.p.A. and/or the other Delmi shareholders as part of the transaction will include approximately 640 MW relating to the Mese and Udine hydroelectric plants, with concessions with due date in the 2030, and the full property of the hydroelectric companies today held by Edison S.p.A. currently held by Edison S.p.A. and operating in the provinces of Bolzano and Trento, and 250 MW of wind assets. In addition, by retaining a shareholding in Edison S.p.A., A2A S.p.A. and the other shareholders of Delmi S.p.A., would benefit, together with EDF S.A. and the other shareholders of Edison S.p.A, from the improved industrial base and the company’s future prospects. In fact if the transaction is successful, Edison S.p.A. will see its combined cycle gas-based electricity generation capacity significantly increased and will enjoy a more balanced gas position.. A2A S.p.A.’s Supervisory Board, chaired by Graziano Tarantini, met on November 2, 2011 and reviewed the guidelines for the continuing negotiations with EDF S.A. approved by the Management Board on October 31, 2011. Confirming that they are consistent with the company’s strategic guidelines, the Supervisory Board approved the key elements for the continuation of the negotiations with EDF S.A. by the management of A2A S.p.A. and Delmi S.p.A. and the extension of the shareholders’ agreement until November 30, 2011 to negotiate the binding agreement with EDF S.A.. The Supervisory Board also renewed the mandate given to its chairman and deputy chairman (also separately) to monitor how negotiations are proceeding and the further developments of the industrial, economic, financial, and legal aspects relating to the finalization of the binding agreement.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 28. A2A S.p.A.’s Supervisory Board approves the negotiation guidelines for the Edison/Edipower transaction and the extension of the shareholders’ agreement to November 30, 2011 for the finalization of the binding agreements.

(30) WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 0.2. Consolidated financial statements.

(31) Interim report on operations – September 30, 2011. Consolidated balance sheet (1) Assets. Millions of euro. Note. 09 30 2011. 12 31 2010. 09 30 2010. Tangible assets. 1. 4,725. 4,872. 4,059. Intangible assets. 2. 1,579. 1,552. 1,481. Shareholdings carried at equity. 3. 2,377. 2,411. 3,109. NON-CURRENT ASSETS. 3. 67. 40. 20. Deferred tax assets. 4. 459. 430. 437. Other non-current assets. 5. 156. 113. 146. 9,363. 9,418. 9,252. 6. 308. 239. 298. Trade receivables. 7. 1,636. 2,141. 1,740. Other current assets. 8. 419. 275. 398. Total non-current assets CURRENT ASSETS Inventories. Current financial assets. 9. 23. 56. 8. Current tax assets. 10. 10. 18. 61. Cash and cash equivalents. 11. Total current assets NON-CURRENT ASSETS HELD FOR SALE TOTAL ASSETS (1). 12. 121. 132. 32. 2,517. 2,861. 2,537. 39. 82. 42. 11,919. 12,361. 11,831. Significant non-recurring events and transactions in the consolidated financial statements are stated in note 40, as required by Consob Communication DEM/6064293 of July 28, 2006.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 30. Other non-current financial assets.

(32) Interim report on operations – September 30, 2011 Consolidated balance sheet. Equity and liabilities. Millions of euro. Note. 09 30 2011. 12 31 2010. 09 30 2010. Share capital. 13. 1,629. 1,629. 1,629. (Treasury shares). 14. (61). (61). (61). Reserves. 15. 1,635. 1,625. 1,560. Net profit for the year. 16. –. 308. –. Net profit for the period. 16. 114. –. 436. 3,317. 3,501. 3,564. 1,295. 1,344. 893. 4,612. 4,845. 4,457. 18. 3,584. 3,736. 3,837. Deferred tax liabilities. 19. 494. 493. 460. Employee benefits. 20. 275. 276. 267. Provisions for risks, charges and liabilities for landfills. 21. 465. 460. 424. Other non-current liabilities. 22. 175. 177. 190. 4,993. 5,142. 5,178. EQUITY. Equity pertaining to the Group Minority interests. 17. Total equity. 31. LIABILITIES Non-current liabilities Non-current financial liabilities. Total non-current liabilities. Trade payables. 23. 1,124. 1,450. 1,108. Other current liabilities. 23. 501. 404. 484. Current financial liabilities. 24. 639. 448. 585. Tax liabilities. 25. 31. 56. 17. Total current liabilities. 2,295. 2,358. 2,194. Total liabilities. 7,288. 7,500. 7,372. LIABILITIES DIRECTLY ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE TOTAL EQUITY AND LIABILITIES. 26. 19. 16. 2. 11,919. 12,361. 11,831. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. Current liabilities.

(33) Interim report on operations – September 30, 2011. Consolidated income statement (1-2). Millions of euro. Note. 01 01 2011 09 30 2011. 01 01 2010 09 30 2010. 3rd Qtr 2011. 3rd Qtr 2010. 4,276. 3,959. 1,280. 1,144. 75. 81. 21. 38. 4,351. 4,040. 1,301. 1,182. 3,055. 2,779. 922. 791. 223. 211. 70. 69. Revenues Revenues from sales of goods and services Other operating income Total revenues. 28. Operating expenses Costs for raw materials and services Other operating expenses Total operating expenses. 29. 3,278. 2,990. 992. 860. Labour costs. 30. 414. 371. 127. 113. Gross operating income. 31. 659. 679. 182. 209. Depreciation, amortization, provisions and write-downs. 32. 388. 343. 134. 105. Net operating income. 33. 271. 336. 48. 104. Financial balance Financial income. 23. 10. 5. 3. Financial expenses. 132. 145. 47. 32. Portion of income and charges when shareholdings are carried at equity. (24). 56. (11). 6. (133). (79). (53). (23). Total financial balance. 34. Other non-operating income. 35. 1. –. –. –. Other non-operating expenses. 35. (6). –. (1). –. 257. (6). 81. Profit before tax. 133. (1). The effects of non-recurring events and significant transactions on the consolidated financial statements are provided in note 40 as required by Consob. (2). The comparative figures for January-September 2010 and for the third quarter of 2010 for income statement items relating to revenues and operating. Communication DEM/6064293 of July 28, 2006. expenses,depreciation and amortization and financial management have been reclassified to reflect the application of IFRS 5.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 32.

(34) Interim report on operations – September 30, 2011 Consolidated income statement. Millions of euro. Note. 01 01 2011 09 30 2011. 01 01 2010 09 30 2010. 3rd Qtr 2011. 3rd Qtr 2010. Income taxes. 36. 93. 88. 19. 20. 40. 169. (25). 61. 41. 290. 2. 8. NET PROFIT. 81. 459. (23). 69. Minorities. 33. (23). 17. (4). 114. 436. (6). 65. Profit of current operations net of tax Result from non-current assets held for sale. Gruop net profit (loss) for the year/period. 37. 38. 33. – basic. 0.0368. 0.1404. – basic, from operating activities. 0.0236. 0.0484. – diluted. 0.0368. 0.1404. – diluted, from operating activities. 0.0236. 0.0484. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. Earnings per share (in euro):.

(35) Interim report on operations – September 30, 2011. Consolidated statement of comprehensive income. Millions of euro. Net income/(loss) for the period/year (A) Effective portion of gains/(losses) on cash flow hedges. 09 30 2010. 3rd Qtr 2011. 3rd Qtr 2010. 81. 459. (23). 69. (6). (8). (2). (28). Gains/(losses) on the re-measurement of financial assets available for sale. –. (317). –. –. Tax effect of other gains/(losses). –. (30). (1). 9. (6). (355). (3). (19). Total other gains/(losses) net of the tax effect of companies consolidated on a line-by-line basis (B) Other gains/(losses) of companies valuated at equity net of the tax effect (C) Total gain/(loss) (A + B + C). 7. (8). (3). (7). 82. 96. (29). 43. 81. 99. (27). 47. 1. (3). (2). (4). Total gain/(loss) attributable to: Shareholders of the parent company Minority interests. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 34. 09 30 2011.

(36) Interim report on operations – September 30, 2011. Consolidated cash flow statement. Millions of euro CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD/YEAR EPCG cash brought in CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD/YEAR. 09 30 2011. 12 31 2010. 09 30 2010. 132. 25. 25. –. 95. –. 132. 120. 25. Operating activities Net income for the period/year (**) Depreciation of tangible assets Amortization of intangible assets Tangible and intangible asset write-downs/disposals Result from investments carried at equity Write-downs/disposal of investments. 43. (26). 238. 257. 342. 229. 61. 85. 61. 4. 23. 3. 24. 231. (56). 3. 5 183. 35. –. Change in assets and liabilities (*). (86). Cash flows from operating activities. 306. 843. 439. (36). Investments in tangible assets. (114). (247). (162). Investments in intangible assets and goodwill. (63). (90). (85). Investments in shareholdings and securities (*). (11). (14). (14). Disposal of fixed assets and shareholdings. 56. 347. 347. Dividends received from investments carried at equity and other investments Cash flows from (used in) investing activities FREE CASH FLOW. 14. 59. 59. (145). 60. 167. 161. 903. 606. Financing activities Change in financial assets (*). (11). (94). (82). Change in financial liabilities (*). 31. (552). (272). (186). (217). (217). (6). (28). (28). (172). (891). (599). Dividends paid by the parent company Dividends paid by subsidiaries Cash flows from financing activities CHANGE IN CASH AND CASH EQUIVALENTS. (11). 12. 7. CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD/YEAR. 121. 132. 32. (*) Excluding balances with counter-entry to equity and other balance sheet items. (**) The result for the period/year is stated net of gains from the disposal of investments.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. Operating activities.

(37) Interim report on operations – September 30, 2011. Consolidated statement of changes in equity. Millions of euro. Equity at December 31, 2009. Share capital. Treasury shares. Cash flow hedge reserve. Note 13. Note 14. Note 15. 1,629. (61). (3). Changes in the first nine months of 2010 Allocation of 2009 net income Distribution of dividends IAS 32 and IAS 39 reserves (*). (10). Put option on Delmi S.p.A. shares Put option on Abbruzzo Energia S.p.A. shares Other changes Group and minorities net profit for the period Equity at September 30, 2010. 1,629. (61). (13). Changes in the fourth quarter of 2010 IAS 32 and IAS 39 reserves (*). 44. Put option on Delmi S.p.A. shares Consolidation of EPCG Group Other changes Group and minorities net profit for the period Equity at December 31, 2010. 1,629. (61). 31. 1,629. (61). 31. Changes in the first nine months of 2011 Allocation of 2010 net income Distribution of dividends IAS 32 and IAS 39 reserves (*) Put option on Delmi S.p.A. shares Dividends resolved but not yet distributed Other changes Group and minorities net profit for the period Equity at September 30, 2011 (*) These are included in the statement of comprehensive income. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 36.

(38) Interim report on operations – September 30, 2011 Consolidated statement of changes in equity. Result from availablefor-sale financial assets Note 15. Other reserves and retained earnings. Group net income for the period/year. Note 15. Note 16. 350. 1,695. 80. (350). 3,690. 905. (28). (245). (360). (3). (363). 9 3 3. 2. (3). 436. 23. 459. 436. 3,564. 893. 4,457. 44. 14. 58. 16. 16. 3. 3. 572. 575. 2. 2. 1. 3. (128) 1,594. 308. 308. (128) 3,501. (136) 1,344. (186). (6) 1. 6. 6. (112). (6) 114. 114. 114. 3,317. (192) 1 6. (112). (6). 1,604. (264) 4,845. (308). (186). 37. 9 (1). 436. 16. –. 4,595. (217). 3 3. –. Note 17. 9. 1,573. Total net equity. (80). (217). –. Minority interests. (112) (11). (17). (33). 81. 1,295. 4,612. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 80. Total Group net equity.

(39) WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 0.3. Notes to the Interim report on operations.

(40) Interim report on operations – September 30, 2011. General information on A2A S.p.A.. A2A S.p.A. is a company incorporated under Italian law. A2A S.p.A. and its subsidiaries (the “Group”) operate both in Italy and abroad, especially following the acquisitions in France and Montenegro which took place in recent years. The A2A Group mainly operates in the following sectors: • the production, sale and distribution of electricity; • the sale and distribution of gas; • the production, sale and distribution of heat through district heating networks;. 39. • waste management (from collection and sweeping to disposal) and the construction and management of integrated waste disposal plants and systems, including making these available for other operators;. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. • integrated water cycle management..

(41) Interim report on operations – September 30, 2011. Interim report on operations. The interim report on operations (the “Report”) of the A2A Group at September 30, 2011 is presented in millions of euro; this is also the functional currency of the economies in which the Group operates. The Report of the A2A Group September 30, 2011 has been prepared: • in compliance with Legislative Decree no. 58/1998 (art. 154-ter) and subsequent amendments and with the Issuers’ Regulations published by Consob; • in accordance with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standard Board (IASB) and approved by the European Union. In preparing the Report the Group has adopted the same principles as those used in the preparation of the Consolidated annual report at December 31, 2010. The principles and interpretations described in detail in the paragraph below “Changes in accounting principles” were adopted for the first time on January 1, 2011. This Report at September 30, 2011, which has not been audited, was approved on November 10, 2011 by the Management Board which also authorized its publication.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 40.

(42) Interim report on operations – September 30, 2011. Financial statements. The Group has adopted a format for the statement of financial position which presents current and non-current assets and current and non-current liabilities separately, as required by paragraphs 60 and following of “IAS 1 revised”. The income statement is presented in a vertical format with items classified by nature, as this is considered more representative than a classification by function. The selected format is consistent with the presentation used by the Group’s major competitors and is line with international practice. The results of ordinary operations are shown in the income statement. 41. separately from income or expense deriving from transactions that do not recur in the business's ordinary operations, such as gains or losses on the sale of investments and other non-recurring income or expense; this makes it easier to measure the effective performance of the Group’s ordinary operating activities. The cash flow statement has been prepared using the indirect method as permitted by IAS 7. The statement of changes in equity has been prepared in accordance with “IAS 1 revised”. The formats adopted for the financial statements are the same as those used to prepare the WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. Consolidated annual report at December 31, 2010..

(43) Interim report on operations – September 30, 2011. Basis of preparation. The interim report on operations at September 30, 2011 has been prepared on a historical cost basis, with the exception of those items which under IFRS must or can be measured at fair value. The consolidation principles, the accounting principles, the accounting policies and the methods of measurement used in the preparation of the Report are consistent with those used to prepare the Consolidated annual report at December 31, 2010, to which reference should be made for completeness.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 42.

(44) Interim report on operations – September 30, 2011. Changes in international accounting standards. The accounting standards adopted during the first nine months of 2011 are the same as those used in the prior year, with the exception of the changes discussed in the paragraphs below “Accounting principles, amendments and interpretations approved by the European Union and applicable from the current period with effects for the Group” and “Accounting principles, amendments and interpretations approved by the European Union and applicable from the current period with no effects for the Group”. In the subsequent paragraph “Accounting principles, amendments and interpretations not yet approved by the European Union”, however, a summary is provided of the changes which. 43. will be adopted in future periods, indicating to the extent possible the estimated effects on the interim report on operations of the A2A Group.. Accounting principles, amendments and interpretations approved by the European Union and applicable from the current period with effects for the Group. effective on January 1, 2011, none of which however led to any significant effects on the Group’s various financial statements. The main changes were as follows: • IAS 24 (Revised) “Related Party Disclosures”: approved on July 19, 2010 and applicable from January 1, 2011, this amends the definition of a related party and adds to the minimum information to be provided. The current principle requires additional information on relationships, transactions and balances with related parties, including commitments, to be provided in the consolidated and separate financial statements of a parent, a joint venturer or an investor, and that this be disclosed in accordance with IAS 27 “Consolidated and Separate Financial Statements”. The current principle is also applicable to separate financial statements; • IFRS 3 “Business Combinations”: applicable prospectively from July 1, 2010, the amendment requires that the option to measure minority interests at either fair value. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. Certain changes to international accounting standards and their interpretations became.

(45) Interim report on operations – September 30, 2011 Changes in international accounting standards. or at the proportionate share of the net assets of the acquired company at the acquisition date should only include minority interests entitling the owner to a portion of net assets on liquidation. All other minority interests must be measured at their fair value at the date of acquisition unless another IFRS requires a different measurement method to be used. This change additionally clarifies that the requirement to measure quotaholdings or shareholdings of the acquirer which replace the share-based payments of the acquiree in accordance with IFRS 2 at the acquisition date (market based measure) must also include the share-based payments of the acquiree which are not replaced; • IFRS 7 “Financial Instruments: Disclosures”: from July 1, 2011, emphasis is given to the disclosures of a qualitative and quantitative nature required by the standard regarding the nature and extent of the risks implicit in financial instruments. This approach should assist the users of the financial statements to link the information that is presented and obtain a general description as to the nature and extent of the risks resulting from financial instruments. Finally, the requirement to provide disclosures concerning financial assets which have expired but have been renegotiated or written down and that relating to the fair value of collateral have been eliminated. An amendment was made to this standard in October 2010 concerning the transfer of financial assets which allows users of financial statements to improve their understanding of transfers of financial assets (for example securitizations) and analyse the possible effects of any risks that may remain with the entity that transferred the assets. In particular, this amendment requires a qualitative description to be given of the nature of the link between the assets transferred and the associated liabilities together with a table setting out the fair value of the assets transferred and the associated liabilities. Further, additional disclosures concerning the amount of the cash flows that would be required in the case of a future repurchase of the transferred assets must be provided. The amendment also requires additional disclosures to be provided regarding any quantitatively significant transfers carried out at year end. The amendment is applicable from July 1, 2011; • IAS 1 “Presentation of Financial Statements”: the amendment is applicable from January 1, 2011 and establishes that an entity may present the analysis relating to other comprehensive income either in the statement of changes in equity or in the notes to the financial statements. Early application of the amendment is permitted; • IAS 34 “Interim Financial Reporting”: from January 1, 2011 the disclosures relating to significant events reported in interim financial statements must include an update of the significant events discussed in the annual financial statements, with specific reference to financial instruments and their fair value.. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 44.

(46) Interim report on operations – September 30, 2011 Changes in international accounting standards. Accounting principles, amendments and interpretations approved by the European Union and applicable from the current period with no effects for the Group The following standards and interpretations already approved by the European Union and published in the European Union will become applicable over the next few years: • IFRS 1 “First-time Adoption of International Financial Reporting Standards”: the amendment is applicable from January 1, 2011 and clarifies that if an entity makes changes to its accounting manual or the use of the exemptions permitted by IFRS following the publication of interim financial statements in accordance with IAS 34, but before the first financial statements prepared in accordance with International Financial Reporting Standards are published, it must motivate these changes and update the reconciliation between its previous accounting standards and IFRSs. The requirements of IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” are not applicable in these circumstances. Early application of the amendment is permitted; • IFRIC 13 “Customer Loyalty Programmes”: the amendment, applicable from January 1, 2011, establishes that an entity may estimate the fair value of award credits by referring to. 45. the fair value of the awards with which these credits can be redeemed.. Accounting principles, amendments and interpretations not yet approved by the European Union The following standards and interpretations have not been applied as at the present time the competent bodies of the European Union have still to complete their approval process. • IFRS 10 “Consolidated Financial Statements”, published by the IASB on May 12, 2011, is preparation of consolidated financial statements and emphasizes the concept of control, regardless of the nature of the investment held by the entity preparing the consolidated financial statements. Control exists if and only if the investor has all of the following simultaneously: 1. power to influence and direct the relevant activities of the investee; 2. exposure or rights to variable returns from its involvement with the investee; 3. the ability to use its power over the investee to affect the amount of the investor’s returns. The power to influence the activities which significantly affect the investee’s returns (relevant activities) is most generally exercised through voting rights (including potential voting rights) but also on the basis of contractual agreements. In the case of control by virtue of voting rights, the relevant activities are represented by operating activities. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. applicable from January 1, 2013. IFRS 10 establishes the criteria for the presentation and.

(47) Interim report on operations – September 30, 2011 Changes in international accounting standards. (development, purchase and sale of products) and by activities connected with financial management (obtaining and negotiating loans, the acquisition and disposal of financial assets). Variable returns include amongst other things dividends, remuneration linked to the supply of services by the parent to the activities of the subsidiary and benefits of a fiscal nature. The third condition in assessing whether there is control considers the interaction between the first two. In certain circumstances, in particular, an entity may have an interest in a particular sets of assets and liabilities of the investee on the basis of a legal or contractual restriction. IFRS 10 establishes that for the purpose of determining whether control exists, this set of assets and liabilities may be considered a separate entity only if it is economically separate from the entity as a whole and hence a subsidiary for the purpose of the consolidated financial statements. At the same time as this standard was published a revised version was also published of IAS 27 “Separate Financial Statements”, which maintains its role as the general reference standard on the subject of separate financial statements, and IAS 28 “Investments in Associates and Joint Ventures”; in addition, the interpretation SIC 12 “Consolidation - Special Purpose Entities” has been superseded. Early application of the standard in question is permitted; • IFRS 11 “Joint Arrangements”, published by the IASB on May 12, 2011, is applicable from January 1, 2013. This standard establishes that in a joint arrangement two or more parties have joint control and decisions about the relevant activities require the unanimous consent of the parties. IFRS 11 identifies two separate types of joint arrangements: 1. joint operations; 2. joint ventures. The two types differ on the basis of the rights and obligations which arise for the parties to a joint arrangement; in a joint operation the parties have rights regarding the assets and obligations regarding the liabilities of the joint arrangement, while in a joint venture the parties have rights to the net assets of the arrangement. IFRS 11 establishes that the assets, liabilities, revenue and expenses of a joint operation should be recognized by the parties on the basis of their interest, while on the other hand joint ventures should be recognized by the parties using the equity method, as required by IAS 28 “Investments in Associates and Joint Ventures”. Joint operations are recognized in the same way in both the separate and consolidated financial statements by recognizing assets, liabilities, revenue and expenses on the basis of the percentage interest, while joint ventures, as well as investments in subsidiaries and associates, may be recognized in the separate financial statements either at cost or on the basis of IFRS 9 “Financial Instruments” (and IAS 39 “Financial Instruments: Recognition and Measurement”), as required by IAS 27 “Separate Financial Statements”. For details of. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 46.

(48) Interim report on operations – September 30, 2011 Changes in international accounting standards. the disclosures to be provided in the notes to the financial statements reference should be made to the requirements of the new IFRS 12 “Disclosure of Interests in Other Entities”. Early application of the standard is permitted; • IFRS 12 “Disclosures of Interests in Other Entities”, issued by the IASB on May 12, 2011, is applicable from January 1, 2013; this standard establishes the minimum disclosures that an entity must provide, integrating these with those already determined by other standards, to assist users of the financial statements when assessing the nature and risks associated with the interests held by the entity in subsidiaries, associates and joint arrangements (as defined in IFRS 11). In particular, an entity must provide information concerning the assumptions it has made in determining the existence or otherwise of control, including joint control, and the significant influence exercised over another entity. Early application of the standard is permitted; • IFRS 13 “Fair Value Measurement”, issued by the IASB on May 12, 2011, is applicable from January 1, 2013. IFRS 13 defines fair value, provides guidance on measuring fair value and introduces disclosure requirements. The standard does not establish when measurement at fair value is required, but explains the way in which fair value is calculated when its use is required by other standards. The new standard is applicable to all transactions, of a. 47. financial and non-financial nature, with the exception of transactions recognized on the basis of IFRS 2 “Share-based Payment”, leasing transactions within the scope of IAS 17 “Leases” and transactions recognized on the basis of net realizable value such as in IAS 2 “Inventories”, or value in use, such as in IAS 36 “Impairment of Assets”. The standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. If transactions are directly observable in a market, the calculation of fair value may be relatively easy, but if this is not the case then a valuation technique is used. The standard describes three different approach”, a technique that uses prices and other relevant information generated by market transactions involving identical or comparable (i.e. similar) assets and liabilities, the “income approach”, a technique that consists in discounting cash inflows and cash outflows, and the “cost approach”, a technique that requires an entity to calculate the amount that would be required currently to replace the service capacity of an asset. In terms of the disclosures to be provided in the financial statements, IFRS 13 extends the three-level hierarchy of fair value already required by IFRS 7 “Financial Instruments: Disclosures”, where the levels depend on the inputs used in the valuation technique, to all of the assets and liabilities forming part of its scope. The information provided by certain disclosures may vary on the basis of whether the fair value measurement has been made on a recurring or non-recurring basis; recurring fair value measurements are those that other IFRSs require or permit at the end of each reporting period, while non-recurring fair value. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. valuation techniques to be used to calculate fair value, represented by the “market.

(49) Interim report on operations – September 30, 2011 Changes in international accounting standards. measurements are those that other IFRSs require or permit in particular circumstances. Early application of the standard is permitted; • IAS 27 revised “Separate Financial Statements”, issued by the IASB on May 12, 2011, is applicable from January 1, 2013; at the same time as IFRS 10 “Consolidated Financial Statements” was published a revised version was also published of this standard which maintains its role as the general reference standard on the subject of separate financial statements. This standard applies to the measurement of investments in subsidiaries, associates and joint ventures in the separate financial statements of the parent. Joint ventures and investments in subsidiaries and associates may be recognized in the separate financial statements either at cost or on the basis of IFRS 9 “Financial Instruments” (and IAS 39 “Financial Instruments: Recognition and Measurement”). If in accordance with IFRS 10 “Consolidated Financial Statements” a parent company decides not to prepare consolidated financial statements, it must provide disclosures in its separate financial statements about its investments in subsidiaries, associates and joint ventures, their principal places of business (and country of incorporation if different), its proportion of the ownership interest held in each individual investee and a description of the method used to account for the investments. Early application of the standard is permitted but only if an entity applies it in conjunction with IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint Arrangements”, IFRS 12 “Disclosure of Interests in Other Entities” and IAS 28 (as amended in 2011); • IAS 28 revised “Investments in Associates and Joint Ventures”, issued by the IASB on May 12, 2011, is applicable from January 1, 2013; at the same time as IFRS 10 “Consolidated Financial Statements” was published a revised version was also published of this standard, which has the purpose of establishing the criteria for accounting for investments in associates and joint ventures. An entity with joint control of, or significant influence over, an investee must account for its investment using the equity method. Early application of the standard is permitted but only if an entity applies it in conjunction with IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint Arrangements”, IFRS 12 “Disclosure of Interests in Other Entities” and IAS 27 (as amended in 2011); • IAS 1 “Presentation of Financial Statements”; this amendment applicable from January 1, 2012, relates to the presentation of the figures included in the statement of comprehensive income. In particular, it keeps the option of presenting the income statement and the statement of other comprehensive income in either a single statement or in two separate statements with one following directly after the other. In addition an entity must group together in the statement of comprehensive income the items which will be reclassified to profit and loss in subsequent periods: amounts may be presented either net of the related tax effects or before the related tax effects. Early application of the amendment is permitted;. WorldReginfo - 304fc5db-5c58-476c-9907-f1e6540efe5c. 48.