Eni - Regulatory Filings 2012 | FinancialReports.eu

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of October 2012

Eni S.p.A. (Exact name of Registrant as specified in its charter)

Piazzale Enrico Mattei 1 - 00144 Rome, Italy (Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F x Form 40-F o

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2b under the Securities Exchange Act of 1934.)

Yes o No x

(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): )

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TABLE OF CONTENTS TOC

Press Release dated October 15, 2012

Press Release dated October 30, 2012

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/TOC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorised.

Eni S.p.A.
Name: Antonio Cristodoro
Title:	Head of Corporate Secretary's Staff Office

Date: October 31, 2012

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Eni completes sale of 30% minus one share of Snam to Cassa Depositi e Prestiti

San Donato Milanese (Milan), October 15, 2012 - Eni S.p.A. ("Eni") has completed the sale of 1,013,619,522 shares of Snam S.p.A. ("Snam"), equal to a 30% minus one share of the voting share capital of the company, to Cassa Depositi e Prestiti ("CDP").

CDP will pay a total consideration of approximately 3.517 billion euro, of which approximately 1.759 billion euro has been paid contextually today at the closing of the transaction, and the remainder has to be paid in two successive tranches (the first by December 31, 2012, the second by May 31, 2013), in accordance with the terms announced to the market on May 30, 2012.

The sale was executed upon the occurrence of the conditions precedent, including Antitrust approval.

Following the transaction, Eni will see an improvement in its net financial position equal to approximately 14.7 billion euro, deriving from the consideration recognized by CDP for the share stake and Snams reimbursement of intercompany credits.

Company Contacts:

Press Office: Tel. +39.0252031875 - +39.0659822030 Freephone for shareholders (from Italy): 800940924 Freephone for shareholders (from abroad): +39. 800 11 22 34 56 Switchboard: +39-0659821

[email protected] [email protected] [email protected]

Web site: www.eni.com

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Eni announces results for the third quarter and the nine months of 2012

Rome, October 30, 2012 - Eni, the international oil and gas company, today announces its group results for the third quarter and the nine months of 2012 (unaudited) 1 .

Financial highlights 2

| | Continuing
operations: | |
| --- | --- | --- |
| | - | Adjusted operating
profit: euro 14.80 billion for the nine months (up
13.9%); euro 4.36 billion for the quarter (up 2.2%); |
| | - | Adjusted net profit: euro
5.61 billion for the nine months (up 4.6%); euro 1.78
billion for the quarter (up 3.1%); |
| | - | Cash flow: euro 10.25
billion for the nine months; euro 1.91 billion for the
quarter; |
| | Adjusted net
profit: euro 5.81 billion for the nine months (up 6.9%);
euro 1.82 billion for the quarter (up 1.5%); | |
| | Net profit:
euro 6.33 billion for the nine months; euro 2.48 billion
for the quarter. | |

Operational highlights

| | Oil and natural gas
production: 1.718 million boe per day in the quarter. Up
16% from 2011 on a comparable basis 3 (up 8% in the nine months); |
| --- | --- |
| | Natural gas sales: up 9%
to 19.48 billion cubic meters in the quarter (down 2% in
the nine months); |
| | Completed the divestment
of 30% of Snam to Cassa Depositi e Prestiti; |
| | Achieved significant
hydrocarbon exploration successes offshore Ghana and in
Pakistan; |
| | Acquired exploration
licenses in Liberia; |
| | Expanded presence of
Versalis in Asian markets; |
| | Launched the project for
the conversion of the Venice industrial site into a green
refinery. |

Paolo Scaroni, Chief Executive Officer, commented:

"In the third quarter, Eni delivered strong results with production growth supported by the continued improvement of the Libyan output. In the gas, refining and chemical sectors we have contained the impact of a difficult European scenario. Enis financial structure has been strengthened as a result of the divestment of our stakes in Snam and Galp and this will bolster our excellent growth prospects, which will be further fuelled by our portfolio of development projects and our extraordinary success in exploration activities."

| (1) | This press
release represents the quarterly report prepared in
compliance with Italian listing standards as provided by
Article 154-ter of the Italian code for securities and
exchanges (Testo Unico della Finanza). |
| --- | --- |
| (2) | Following the
announced divestment plan of the Regulated Businesses in
Italy, results of Snam are represented as discontinued
operations throughout this press release. |
| (3) | Excluding the
impact of updating the natural gas conversion rate. For
further information see page 7. |

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Financial highlights

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

SUMMARY GROUP RESULTS (a) (euro million)

| 4,267 | | 4,210 | 4,361 | 2.2 | | Adjusted
operating profit - continuing operations (b) | 12,994 | | 14,796 | 13.9 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 1,723 | | 1,368 | 1,777 | 3.1 | | Adjusted net profit - continuing operations | 5,363 | | 5,610 | 4.6 | |
| 0.48 | | 0.38 | 0.49 | 2.1 | | - per
share (euro) (c) | 1.48 | | 1.55 | 4.7 | |
| 1.36 | | 0.97 | 1.23 | (9.6 | ) | - per ADR ($) (c) (d) | 4.16 | | 3.97 | (4.6 | ) |
| 1,775 | | 156 | 2,462 | 38.7 | | Net
profit - continuing operations | 5,586 | | 6,162 | 10.3 | |
| 0.49 | | 0.04 | 0.68 | 38.8 | | - per share (euro) (c) | 1.54 | | 1.70 | 10.4 | |
| 1.38 | | 0.10 | 1.70 | 23.2 | | - per ADR ($) (c) (d) | 4.33 | | 4.36 | 0.7 | |
| (5 | ) | 71 | 21 | .. | | Net profit - discontinued operations | (15 | ) | 165 | .. | |
| 1,770 | | 227 | 2,483 | 40.3 | | Net
profit | 5,571 | | 6,327 | 13.6 | |

| (a) | Attributable
to Enis shareholders. |
| --- | --- |
| (b) | For a
detailed explanation of adjusted operating profit and net
profit see paragraph "Reconciliation of reported
operating and net profit to results on an adjusted
basis". |
| (c) | Fully
diluted. Dollar amounts are converted on the basis of the
average EUR/USD exchange rate quoted by the ECB for the
periods presented. |
| (d) | One ADR
(American Depositary Receipt) is equal to two Eni
ordinary shares. |

Adjusted operating profit In the third quarter of 2012, adjusted operating profit from continuing operations was euro 4.36 billion, up 2.2% from the third quarter of 2011. The result reflected a better operating performance reported by the Exploration & Production division (up 10.8%) due to an ongoing production recovery in Libya. The performance of the Refining & Marketing division improved supported by a positive trading environment as well as efficiency and optimization gains. The Engineering & Construction segment reported an increase in operating results (up 15.9%). Against the backdrop of weak demand and strong competitive pressures, the Marketing business unit within the Gas & Power division reported a greater operating loss (down by 17.6%) driven by the negative effects of price revisions with certain long-term gas suppliers and customers, this was also due to the settlement of a number of arbitration proceedings. The benefits of the renegotiations of certain supply contracts and an ongoing recovery in Libyan supplies helped the Marketing performance. Finally, Enis adjusted operating profit for the quarter benefited from the appreciation of the US dollar against the euro (up 11.5%). In the nine months of 2012, adjusted operating profit from continuing operations was euro 14.80 billion, an increase of 13.9% compared to the nine months of 2011. This was due to the above mentioned drivers as explained in the review of the third quarter operating profit.

Adjusted net profit In the third quarter of 2012, adjusted net profit from continuing operations was euro 1.78 billion, up 3.1% from the same period of the previous year. In the nine months of 2012, adjusted net profit from continuing operations amounted to euro 5.61 billion, up 4.6%.

Net profit In the third quarter of 2012, net profit from continuing operations amounted to euro 2.46 billion, up by euro 0.69 billion (or 38.7%) from the same quarter of 2011. Net profit was driven by the recognition of extraordinary gains amounting to euro 1.15 billion on the divestment of a 5% stake in Galp Energia SGPS SA to Amorim Energia BV and the revaluation of the residual interest in the investee at market fair value through profit. These gains were partly offset by a decrease in operating profit (down euro 0.17 billion) mainly due to the lower performance of the Gas & Power division (down by euro 0.59 billion) which was hit by the negative effects of price revisions to certain long-term gas purchase and selling contract, owing also to the definition of a number of arbitration proceedings. Particularly, the division recognized overall charges amounting to euro 909 million and euro 986 million in the third quarter and the nine months of 2012, respectively, to adjust the price of volumes purchased in previous reporting periods in execution of the said contracts. Those charges have been presented as special items when assessing the gas marketing business underlying performance as the contractual time span of price revision expired long ago.

Capital expenditure Capital expenditure for the third quarter of 2012 amounting to euro 3.22 billion (euro 8.87 billion for the nine months of 2012), mainly related to the continuing development of oil and gas reserves, and the upgrading of rigs and offshore vessels in the Engineering & Construction division. The Group also incurred expenditures of euro 0.51 billion in finance acquisitions, joint-venture projects and equity investments.

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Cash flow Net cash generated by operating activities attributable to continuing operations amounted to euro 1,909 million for the third quarter of 2012 (euro 10,249 million for the nine months of 2012). Net cash generated by the Groups operating activities, cash from disposals of euro 902 million and the divestment of a 5% stake in Snam (euro 0.61 billion) accounted as an equity transaction, were used to fund the financing requirements associated with capital expenditure and dividend payments. The reduction in net borrowings 4 of euro 8,415 million from December 31, 2011 reflected the reimbursement of intercompany loans due by Snam as financing with third-party lenders (euro 10.5 billion) has been arranged by the same Snam. Group consolidated net borrowings did not include third-party finance debt of Snam which was reported as discontinued operations, as prescribed by IFRS 5. The ratio of net borrowings to shareholders equity including non-controlling interest leverage 5 decreased to 0.31 at September 30, 2012 from 0.46 as of December 31, 2011 (0.42 as of June 30, 2012) reflecting an increase in total equity, as well as the re-financing of intercompany loans due by Snam reported as discontinued operations, thus reducing the Groups consolidated net debt.

Operational highlights and trading environment

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

| 1,473 | 1,656 | 1,718 | n.m. | KEY STATISTICS — Production
of oil and natural gas (a) | (kboe/d) | 1,548 | 1,686 | n.m. | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 1,473 | 1,647 | 1,709 | 16.0 | Production of oil and natural gas net of
updating the natural gas conversion rate | | 1,548 | 1,677 | 8.3 | |
| 793 | 856 | 891 | 12.4 | - Liquids | (kbbl/d) | 828 | 871 | 5.2 | |
| 3,773 | 4,394 | 4,545 | 20.6 | - Natural gas | (mmcf/d) | 3,997 | 4,473 | 12.4 | |
| 17.96 | 20.15 | 19.48 | 8.5 | Worldwide
gas sales | (bcm) | 71.29 | 70.24 | (1.5 | ) |
| 9.55 | 9.62 | 10.54 | 10.4 | Electricity sales | (TWh) | 28.89 | 32.45 | 12.3 | |
| 3.03 | 2.74 | 3.05 | 0.7 | Retail
sales of refined products in Europe | (mmtonnes) | 8.57 | 8.32 | (2.9 | ) |

(a) From July 1, 2012, the conversion rate of natural gas from cubic feet to boe has been updated to 1 barrel of oil = 5,492 cubic feet of gas (it was 1 barrel of oil = 5,550 cubic feet of gas). The effect on production has been 9 kboe/d. For further information see page 7.

Exploration & Production In the third quarter of 2012, Eni reported a liquids and gas production of 1,718 kboe/d (1,686 kboe/d in the nine months) calculated assuming a conversion rate of gas to barrels equivalent updated to 5,492 standard cubic feet of gas, equal to 1 barrel of oil (it was 5,550 standard cubic feet of gas per barrel in previous reporting periods; for further disclosure on this matter see page 7). On a comparable basis, i.e. when excluding the effect of updating the gas conversion rate, production increased by 16% in the quarter (up 8.3% in the nine months of 2012). The performance was driven by an ongoing recovery in Libyan production, the start-up and ramp-up of new fields in Australia and Russia, as well as increased production in Iraq. These positives were partly offset by the shutdown of the Elgin/Franklin field operated by a major oil company (Enis interest 21.87%) in the UK due to a gas leak and mature field declines.

Gas & Power Despite lower gas demand and rising competitive pressure, sales of natural gas for the third quarter of 2012 were 19.48 bcm, an increase of 8.5% from the third quarter of 2011. The improved performance was due to increased volumes sold in European markets (up 13.2%) mainly in UK/Northern Europe and Germany/Austria and France, and higher LNG sales in Argentina and Japan. These positives were partly offset by lower sales in Benelux and the Iberian Peninsula as Eni discontinued reporting its share of gas volumes marketed by Galp due to the loss of significant influence on the investee. Sales volumes in the Italian market decreased by 5.2% from the third quarter of 2011. This was mainly due to sharply lower supplies to the power generation sector. Other declines were recorded in sales to wholesalers and industrial customers (down 38.6% and 11%, respectively). Sales to importers doubled due to the recovered availability of Libyan gas. In the nine months of 2012, gas sales declined by 1.5% to 70.24 bcm, reflecting a 3% decrease in Italy, and a 34% drop in supplies to importers to Italy due to the expiry of certain supply contracts, partly offset by a recovery in Libyan gas supplies. Sales on European markets were almost unchanged.

| (4) | i | Information
on net borrowings composition is furnished on page 34. |
| --- | --- | --- |
| (5) | i | Non-GAAP
financial measures disclosed throughout this press
release are accompanied by explanatory notes and tables
to help investors to gain a full understanding of said
measures in line with guidance provided for by CESR
Recommendation No. 2005-178b. See page 34 for leverage. |

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Refining & Marketing In the third quarter of 2012 refining margins in the Mediterranean area reached the highest levels on record in the last four years (TRC Brent benchmark margin was 7.96 $/bbl in the third quarter of 2012 and 5.59 $/bbl in the nine months of 2012) supported by a strong recovery in relative prices of gasoline and other middle distillates. However, results at complex refineries were affected by shrinking differentials between light and heavy crude. In the third quarter of 2012, retail sales of oil products in Italy were almost unchanged, or up 0.4% (down 4.4% to 6.03 million tonnes in the nine months of 2012). The sharp decline in demand was partly offset by the effect of marketing initiatives, particularly a discount campaign on prices at the pump during the summer week-ends that boosted Enis market share to 34.3% in the third quarter of 2012 (31.2% in the third quarter of 2011). Retail sales on European markets increased by 1.3% to 0.81 million tonnes in the quarter (up 1.3% to 2.29 million tonnes in the nine months).

Currency Results of operations for the third quarter and the nine months of 2012 were positively impacted by the appreciation of the US dollar vs. the euro (up 11.5% in the quarter and 8.9% in the nine months).

Sale of Snam to Cassa Depositi e Prestiti On October 15, 2012, after the occurrence of conditions precedent, including in particular, the Antitrust authority approval, Eni finalized the sale to Cassa Depositi e Prestiti SpA ("CDP") of 30% less 1 share of the voting shares of Snam. The total consideration of the sale amounted to euro 3.517 billion, of which euro 1.759 billion was paid at the closing. The residual amount is expected to be paid in tranches as follows: (i) the second is to be paid by December 31, 2012 for a total amount of euro 879 million; and (ii) the third, for a total amount of euro 879 million, is to be paid no later than May 31, 2013. On July 18, 2012, Eni finalized the sale of a further 5% interest in Snam to institutional investors. Following the mentioned divestment, the residual interest of Eni in Snam is equal to 20.2%. The divestment of the Italian regulated businesses will strengthen Enis financial position, targeting a debt to equity ratio in line with that of other major integrated international oil companies.

Portfolio developments

Pakistan In September 2012 exploration activities achieved a significant gas discovery onshore Pakistan in the Badhra Area B concession. In test production the Badhra B North-1 well yielded 25 and 35 million cubic feet of gas per day from two reservoirs. Volumes of gas in place are estimated to range between 300 and 400 billion cubic feet and its delineation will require further appraisal wells. Development of reserves will leverage on the nearby Bhit treatment plant operated by Eni. Eni has started discussions with the Pakistan regulator and the joint venture partners in order to speed up the production of the discovery through a long-term production test that will allow for the commercialization of gas. The short time-to-market for the development of the field is part of Enis strategy to focus on the rapid development of conventional and synergic assets.

Ghana In August 2012, Eni and the partner Vitol signed a Memorandum of Understanding with the Government of Ghana for the development and marketing of gas reserves discovered in the Offshore Cape Three Points Block in the Tano basin operated by Eni with a 47.22% interest. In September 2012, as part of the ongoing exploration campaign in the Block, Eni made an oil discovery with the Sankofa East-1X well, which produced around 5,000 high quality barrels of oil per day, during the production test. Eni plans to drill other wells as soon as possible to delineate the size of the discovery and confirm its possible commercial development.

Liberia In August 2012, Eni acquired a 25% interest in three blocks offshore Liberia operated by another international oil company. The blocks extend over an area of 9,560 square kilometers at a maximum water depth of 3,000 meters. This operation marks Enis entry in Liberia.

Chemicals In October 2012, Versalis, Enis chemical subsidiary and global leader in elastomers, and Honam Petrochemical Corporation, one of the major petrochemical companies in South Korea, signed an agreement for the development of an elastomer production plant in South Korea. The new site will leverage on Versalis proprietary technologies and will have a production capacity of about 200,000 tonnes of elastomers per year. The start-up is planned by the end of 2015. Versalis has also formed a joint venture with Petronas, a market leader in the chemical industry in Asia, for the development and joint operation of a production facility for elastomers, in Pengerang, Johor, China at Petronass refinery and the Petronas integrated center for the development, and the production

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and marketing of synthetic rubbers based on Versalis proprietary technology and expertise. These initiatives are part of Versalis strategy of international expansion in Asian markets with interesting growth prospects where Versalis can leverage on its technological and industrial leadership in elastomers. To this end, two new companies, Eni Chemicals Trading and Versalis Pacific Trading will handle the import and sale of chemical products, technology licenses and the development of partnerships in Asia.

Refining & Marketing In October 2012, the Green Refinery project was launched for the conversion of the Venice industrial site into a "bio-refinery" producing innovative and high quality bio-fuels. The project, which involves an estimated investment of approximately euro 100 million, is the first in the world to convert a conventional refinery into a bio-refinery and is based on the Ecofining technology developed and patented by Eni. Biofuel production will start from January 1, 2014 and will grow progressively as the new facilities enter into operation. The new facilities to be built under the project will be completed in the first half of 2015.

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Outlook

The outlook for the remainder of 2012 is weighted down by a slowdown in global economic activities driven by an ongoing contraction in the euro-zone GPD and as economic growth in emerging economies continues to slow down. The energy commodities markets are expected to remain volatile. In making short-term financial projections, Eni assumes a full-year oil price of $112 a barrel for the Brent crude benchmark supported by ongoing geopolitical risks and uncertainties, as well as expanding monetary policies against the backdrop of fading demand. Management expects unfavorable trading conditions to continue in the European gas sector. Gas demand is projected to fall sharply as a consequence of the downturn. In the meantime the marketplace is seen as well supplied, with very liquid continental hubs for spot transactions. Against this backdrop, management expects stiff price competition among operators, taking into account minimum off-take obligations in gas purchase take-or-pay contracts and reduced sales opportunities. Refining margins are anticipated to improve from the depressed levels of the previous year supported by price increases in gasoline and middle distillates benefiting from capacity rationalization measures. The Mediterranean area remains weak due to falling demand and lower discounts for heavy crude as compared to light. Against this backdrop, key volumes trends for the year are expected to be the following:

| - | production of liquids and
natural gas : production is expected to grow compared
to 2011 (in 2011 hydrocarbons production was reported at
1.58 million boe/d). It excludes the effect of updating
the gas conversion rate. Growth will be driven by an
ongoing recovery in the Companys Libyan output to
achieve the pre-crisis level. This driver will help the
Company absorb the impact of project rescheduling at
important fields, the shutdown of the Elgin-Franklin
platform off the British section of the North Sea, and
crude oil losses in Nigeria due to rapidly escalating
acts of sabotage and theft; |
| --- | --- |
| - | worldwide gas sales :
management expects natural gas sales to be roughly in
line with 2011 (in 2011, worldwide gas sales were
reported at 96.76 bcm and included sales of both
consolidated subsidiaries and equity-accounted entities,
as well as upstream direct sales in the US and the North
Sea). In Italy, against the backdrop of falling demand
due to recession and a drop in consumption for power
generation, management is targeting to boost sales
volumes and market share and to retain and develop its
retail customer base. Outside Italy, the main engines of
growth will be sales expansion in the key markets of
France and Germany/Austria, and opportunities in the
global LNG market. Management intends to leverage on an
improved cost position due to the benefits of contract
renegotiations, integration of recently-acquired assets
in core European markets, development of the commercial
offer through a multi-Country platform, and service
excellence. Management is also planning to enhance
trading activities to draw value from existing assets; |
| - | refining throughputs on
Enis account : management expects to reduce
processed volumes at the Companys refineries (in
2011 refining throughputs on Enis account were
reported at 31.96 million tonnes) in response to falling
demand and a negative trading environment impacting
complex refineries. Management will seek to reduce the
business exposure to the market volatility and improve
profit and loss by means of better yields, plant
re-configuration and flexibility targeting to capture the
upside from an improving gasoline price environment, as
well as efficiency gains by cutting fixed and logistics
costs and energy savings; |
| - | retail sales of refined
products in Italy and the Rest of Europe : management
foresees retail sales volumes to decline from 2011 (in
2011, retail sales volumes in Italy and Rest of Europe
were reported at 11.37 million tonnes) dragged down by an
expected sharp contraction in domestic consumption of
fuels. In Italy where competition has been increasing
remarkably, management intends to preserve the
Companys market share by leveraging marketing
initiatives tailored to customers needs, the
strength of the Eni brand targeting to complete the
rebranding of the network, the development of non-oil
activities and an excellent service. Outside Italy, the
Company will target stable volumes on the whole; |
| - | Engineering &
Construction : the profitability outlook of this
business remains bright due to an established competitive
position and a robust order backlog. |

For the full year 2012, management expects a capital budget in its continuing operations broadly in line with 2011 (in 2011 capital expenditure of the continuing operations amounted to euro 11.91 billion, while expenditures incurred in joint venture initiatives and other investments amounted to euro 0.36 billion). Management plans to continue spending on exploration to appraise the mineral potential of recent discoveries (Mozambique, Norway, Ghana and Indonesia) and invest large amounts on developing growing areas and maintaining field plateaus in mature basins. Other investment initiatives will target the completion of the EST project in the refining business, strengthening selected chemical plants and the continued upgrading of the Saipem vessels and rigs. The ratio of net borrowings to total equity leverage is expected to improve from the level achieved at the end of 2011, assuming a Brent price of $112 a barrel and the positive impacts of the already completed divestments.

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This press release for the third quarter and the first nine months of 2012 (unaudited) provides data and information on business and financial performance in compliance with Article 154-ter of the Italian code for securities and exchanges ("Testo Unico della Finanza" - TUF). In this press release results and cash flows are presented for the third quarter, the second quarter and the first nine months of 2012 and for the third quarter and the first nine months of 2011. Information on liquidity and capital resources relates to the end of the periods as of September 30, 2012, June 30, 2012, and December 31, 2011. Tables contained in this press release are comparable with those presented in managements disclosure section of the Companys annual report and interim report. Accounts set forth herein have been prepared in accordance with the evaluation and recognition criteria set by the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission according to the procedure set forth in Article 6 of the European Regulation (CE) No. 1606/2002 of the European Parliament and European Council of July 19, 2002. The Decree of the President of the Council of Ministers issued on May 25, 2012 (the "DPCM") defined the criteria, terms and conditions to implement the provisions of Article 15 of Law Decree No. 1 of January 24, 2012 (enacted into Law No. 27 of March 24, 2012), pursuant to which Eni shall divest its shareholding in Snam in accordance with the model of ownership unbundling set out in Article 19 of Legislative Decree No. 93 of June 1, 2011. The Italian regulated businesses managed by Snam represent a major line of business and therefore they have been reported as discontinued operations within results for the third quarter 2012 and nine months of 2012 in accordance with the guidelines of IFRS 5. The suspension of the amortization process of Snam tangible and intangible assets as requested by the above mentioned accounting standard was immaterial to the Group results for both reporting periods as the deal was finalized late in the quarter. Assets and liabilities, results of operations and cash flow of the discontinued operations are reported separately from the Groups continuing operations. Accordingly, considering that Snam and its subsidiaries are fully consolidated in Enis accounts, results of the discontinued operations are those deriving from transactions with third parties and therefore profits earned by the discontinued operations on sales to the continuing operations are eliminated on consolidation from the discontinued operations and attributed to the continuing operations and vice versa. This representation does not indicate the profits earned by continuing or discontinued operations, as if they were standalone entities. Results of the previous reporting periods have been restated accordingly. From July 1, 2012, Eni has updated the conversion rate of gas to 5,492 cubic feet of gas equals 1 barrel of oil (it was 5, 550 cubic feet of gas per barrel in previous reporting periods). This update reflected changes in Enis gas properties that took place in the last three years and was assessed by collecting data on the heating power of gas in Enis gas fields currently on stream. The effect of this update on production expressed in boe for the third quarter of 2012 was 9 kboe/d. For the sake of comparability also production of the first and the second quarter of 2012 was restated resulting in an effect equal to that of the third quarter. Other per-boe indicators were only marginally affected by the update (e.g. realization prices, costs per boe) and also negligible was the impact on depletion charges. Other oil companies may use different conversion rates.

Non-GAAP financial measures and other performance indicators disclosed throughout this press release are accompanied by explanatory notes and tables to help investors to gain a full understanding of said measures in line with guidance provided by recommendation CESR/05-178b.

Enis Chief Financial Officer, Alessandro Bernini, in his position as manager responsible for the preparation of the Companys financial reports, certifies, that data and information disclosed in this press release correspond to the Companys evidence and accounting books and records, pursuant to rule 154-bis paragraph 2 of Legislative Decree No. 58/1998.

Disclaimer This press release, in particular the statements under the section "Outlook", contains certain forward-looking statements particularly those regarding capital expenditures, development and management of oil and gas resources, dividends, allocation of future cash flow from operations, future operating performance, gearing, targets of production and sales growth, new markets, and the progress and timing of projects. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will or may occur in the future. Actual results may differ from those expressed in such statements, depending on a variety of factors, including the timing of bringing new fields on stream; managements ability in carrying out industrial plans and in succeeding in commercial transactions; future levels of industry product supply; demand and pricing; operational problems; general economic conditions; political stability and economic growth in relevant areas of the world; changes in laws and governmental regulations; development and use of new technology; changes in public expectations and other changes in business conditions; the actions of competitors and other factors discussed elsewhere in this document. Due to the seasonality in demand for natural gas and certain refined products and the changes in a number of external factors affecting Enis operations, such as prices and margins of hydrocarbons and refined products, Enis results from operations and changes in net borrowings for the third quarter cannot be extrapolated on an annual basis.

Contacts E-mail: [email protected]

Investor Relations E-mail: [email protected] Tel.: +39 0252051651 - Fax: +39 0252031929

Eni Press Office E-mail: [email protected] Tel.: +39 0252031287 - +39 0659822040

Eni Società per Azioni Roma, Piazzale Enrico Mattei, 1 Share capital: euro 4,005,358,876 fully paid Tax identification number 00484960588 Tel.: +39 0659821 - Fax: +39 0659822141

This press release for the third quarter and the nine months of 2012 (unaudited) is also available on the Eni web site eni.com.

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Quarterly consolidated report Summary results 6 for the third quarter and the nine months of 2012

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

| 25,516 — 4,241 | | 30,063 — 2,780 | | 31,494 — 4,072 | | 23.4 — (4.0 | ) | Net sales from operations - continuing
operations — Operating
profit - continuing operations | 78,042 — 13,428 | | 94,697 — 13,389 | | 21.3 — (0.3 | ) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (68 | ) | 326 | | (491 | ) | | | Exclusion of inventory holding (gains) losses | (977 | ) | (577 | ) | | |
| 94 | | 1,104 | | 780 | | | | Exclusion
of special items | 543 | | 1,984 | | | |
| | | | | | | | | of which: | | | | | | |
| | | | | | | | | -
non-recurring (income) charges | 69 | | | | | |
| 94 | | 1,104 | | 780 | | | | - other special (income) charges | 474 | | 1,984 | | | |
| 4,267 | | 4,210 | | 4,361 | | 2.2 | | Adjusted
operating profit - continuing operations | 12,994 | | 14,796 | | 13.9 | |
| | | | | | | | | Breakdown by division: | | | | | | |
| 3,909 | | 4,234 | | 4,331 | | 10.8 | | Exploration
& Production | 11,862 | | 13,656 | | 15.1 | |
| (196 | ) | (402 | ) | (304 | ) | (55.1 | ) | Gas & Power | (175 | ) | 313 | | .. | |
| 2 | | (144 | ) | 51 | | .. | | Refining
& Marketing | (271 | ) | (319 | ) | (17.7 | ) |
| (77 | ) | (26 | ) | (173 | ) | .. | | Chemicals | (122 | ) | (368 | ) | .. | |
| 333 | | 388 | | 386 | | 15.9 | | Engineering
& Construction | 1,053 | | 1,148 | | 9.0 | |
| (52 | ) | (57 | ) | (41 | ) | 21.2 | | Other
activities | (157 | ) | (144 | ) | 8.3 | |
| (94 | ) | (100 | ) | (65 | ) | 30.9 | | Corporate
and financial companies | (247 | ) | (246 | ) | 0.4 | |
| 442 | | 317 | | 176 | | | | Impact of
unrealized intragroup profit elimination and other
consolidation adjustment (a) | 1,051 | | 756 | | | |
| (408 | ) | (518 | ) | (126 | ) | | | Net
finance (expense) income (b) | (686 | ) | (915 | ) | | |
| 202 | | 297 | | 364 | | | | Net income from investments (b) | 854 | | 833 | | | |
| (2,279 | ) | (2,532 | ) | (2,482 | ) | | | Income
taxes (b) | (7,075 | ) | (8,426 | ) | | |
| 56.1 | | 63.5 | | 54.0 | | | | Tax rate (%) | 53.8 | | 57.3 | | | |
| 1,782 | | 1,457 | | 2,117 | | 18.8 | | Adjusted
net profit - continuing operations | 6,087 | | 6,288 | | 3.3 | |
| 1,775 | | 156 | | 2,462 | | 38.7 | | Net profit attributable to Enis
shareholders - continuing operations | 5,586 | | 6,162 | | 10.3 | |
| (10 | ) | 209 | | (293 | ) | | | Exclusion
of inventory holding (gains) losses | (654 | ) | (363 | ) | | |
| (42 | ) | 1,003 | | (392 | ) | | | Exclusion of special items | 431 | | (189 | ) | | |
| | | | | | | | | of
which: | | | | | | |
| | | | | | | | | - non-recurring (income) charges | 69 | | | | | |
| (42 | ) | 1,003 | | (392 | ) | | | - other
special (income) charges | 362 | | (189 | ) | | |
| 1,723 | | 1,368 | | 1,777 | | 3.1 | | Adjusted net profit attributable to
Enis shareholders - continuing operations | 5,363 | | 5,610 | | 4.6 | |
| 72 | | 76 | | 45 | | (37.5 | ) | Adjusted
net profit - discontinued operations | 66 | | 195 | | .. | |
| 1,795 | | 1,444 | | 1,822 | | 1.5 | | Adjusted net profit | 5,429 | | 5,805 | | 6.9 | |
| | | | | | | | | Net
profit attributable to Enis shareholders -
continuing operations | | | | | | |
| 0.49 | | 0.04 | | 0.68 | | 38.8 | | per share (euro) | 1.54 | | 1.70 | | 10.4 | |
| 1.38 | | 0.10 | | 1.70 | | 23.2 | | per ADR ($) | 4.33 | | 4.36 | | 0.7 | |
| | | | | | | | | Adjusted net profit attributable to
Enis shareholders - continuing operations | | | | | | |
| 0.48 | | 0.38 | | 0.49 | | 2.1 | | per share (euro) | 1.48 | | 1.55 | | 4.7 | |
| 1.36 | | 0.97 | | 1.23 | | (9.6 | ) | per ADR ($) | 4.16 | | 3.97 | | (4.6 | ) |
| 3,622.7 | | 3,622.8 | | 3,622.8 | | | | Weighted
average number of outstanding shares (c) | 3,622.6 | | 3,622.8 | | | |
| 2,562 | | 4,219 | | 1,909 | | (25.5 | ) | Net cash provided by operating activities -
continuing operations | 10,952 | | 10,249 | | (6.4 | ) |
| 47 | | 8 | | (67 | ) | .. | | Net cash
provided by operating activities - discontinued
operations | 253 | | 15 | | (94.1 | ) |
| 2,609 | | 4,227 | | 1,842 | | (29.4 | ) | Net cash provided by operating activities | 11,205 | | 10,264 | | (8.4 | ) |
| 2,568 | | 3,015 | | 3,224 | | 25.5 | | Capital
expenditure - continuing operations | 8,526 | | 8,871 | | 4.0 | |

| (a) | This item
concerned intragroup sales of commodities, services and
capital goods recorded in the assets of the purchasing
business segment as of end of the period and other
consolidation adjustment following the representation of
discontinued operations. |
| --- | --- |
| (b) | Excluding
special items. |
| (c) | Fully diluted
(million shares). |

(6) i In the circumstances of discontinued operations, the International Financial Reporting Standards require that the profits earned by continuing and discontinued operations are those deriving from transactions external to the Group. Therefore, profits earned by the discontinued operations, in this case Snam operations, on sales to the continuing operations are eliminated on consolidation from the discontinued operations and attributed to the continuing operations and vice versa. This representation does not indicate the profits earned by continuing or Snam operations, as if they were stand alone entities, for past periods or likely to be earned in future periods. Results attributable to individual segments are not affected by this representation as reported on page 25.

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Trading environment indicators

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

113.46	108.19	109.61	(3.4	)	Average price of Brent dated crude oil (a)	111.93	112.10	0.2
1.413	1.281	1.250	(11.5	)	Average
EUR/USD exchange rate (b)	1.406	1.281	(8.9	)
80.30	84.46	87.69	9.2		Average price in euro of Brent dated crude oil	79.59	87.51	10.0
2.87	5.89	7.96	177.4		Average
European refining margin (c)	1.90	5.59	194.2
2.92	6.31	7.35	151.7		Average European refining margin Brent/Ural (c)	2.82	5.64	100.0
2.03	4.60	6.37	213.8		Average
European refining margin in euro	1.35	4.36	223.0
8.74	9.09	9.00	3.0		Price of NBP gas (d)	9.06	9.14	0.9
1.6	0.7	0.4	(76.9	)	Euribor -
three-month euro rate (%)	1.4	0.7	(49.3	)
0.3	0.5	0.4	43.3		Libor - three-month dollar rate (%)	0.3	0.5	62.1

| (a) | In USD
dollars per barrel. Source: Platts Oilgram. |
| --- | --- |
| (b) | Source: ECB. |
| (c) | In USD per barrel FOB
Mediterranean Brent dated crude oil. Source: Eni
calculations based on Platts Oilgram data. |
| (d) | In USD per million BTU
(British Thermal Unit). Source: Platts Oilgram. |

Group results

Net profit attributable to Enis shareholders from continuing operations for the third quarter of 2012 increased by euro 687 million to euro 2,462 million (up 38.7%). The result was positively impacted by gains on the divestment of a 5% interest in Galp Energia SGPS, SA (amounting to euro 288 million) and the revaluation of the residual interest in the investee at market fair value through profit (euro 865 million). These gains were partly offset by a weaker operating performance (down euro 169 million) mainly driven by the Gas & Power division (down euro 594 million) which was hit by the negative impact of price revisions on certain long-term gas purchase and selling contracts, owing also to the settlement of a number of arbitration proceedings. Particularly, the division recognized overall charges amounting to euro 909 million in the third quarter and euro 986 million in the nine months of 2012 on adjustments to the price of volumes purchased in the previous reporting periods in the execution of said contracts. Those charges have been presented as special items when assessing the gas marketing businesss underlying performance given the contractual time span for price revision expired long ago. These negatives were partly offset by an excellent performance reported by the Exploration & Production division (up euro 442 million), which was boosted by production growth and the depreciation of the Euro vs. the US dollar as well as the Refining & Marketing division (up euro 422 million) benefiting from a better refinery scenario.

Net profit attributable to Enis shareholders for the third quarter of 2012 including results from discontinued operations was euro 2,483 million, an increase of euro 713 million, or 40.3%, from the third quarter of 2011.

Net profit attributable to Enis shareholders from continuing operations for the nine months of 2012 increased by euro 576 million to euro 6,162 million (up 10.3%) from the nine months of 2011. Operating profit was barely unchanged from the same period of 2011. The above mentioned drivers as explained in the review of the third quarter and the recognition of impairment losses amounting to approximately euro 1.1 billion in the second quarter were offset by an increased operating profit in the Exploration & Production division and the retroactive profit to the beginning of 2011 following the renegotiations of certain gas supply contracts in the Gas & Power division. In addition, the Groups net profit was helped by an extraordinary gain amounting to euro 835 million registered on Enis interest in Galp in the first quarter. This was recognized in connection with a capital increase made by Galps subsidiary Petrogal whereby a new shareholder, Sinopec, subscribed for its share of the capital increase by contributing a cash amount which was in excess of the net book value of the interest acquired. On the negative side, net profit reflected: (i) higher net finance and exchange rate charges (down euro 168 million) due to the negative impact of the definition of an arbitration proceeding with GasTerra, as well as a downward estimate revision on certain discounted provisions due to a changed interest rate environment, partly offset by the positive balance of net exchange differences and fair value on exchange derivatives (which did not meet the formal criteria for hedge accounting provided by IAS 39); (ii) higher income taxes (down euro 1,245 million).

In the nine months of 2012, net profit attributable to Enis shareholders including results from discontinued operations was euro 6,327 million (up 13.6% from the nine months of 2011).

In the third quarter of 2012, adjusted operating profit from continuing operations was euro 4,361 million, up 2.2% from the third quarter of 2011 (euro 14,796 million in the nine months, up by 13.9%). Adjusted net profit attributable to Enis shareholders from continuing operations amounted to euro 1,777 million in the third quarter, up 3.1% from the corresponding period of the previous year. Adjusted net profit was calculated by excluding an inventory holding gain which amounted to euro 293 million (euro 363 million

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in the nine months) and special gains of euro 392 million (euro 189 million in the nine months), net of exchange rate differences and exchange rate derivative instruments reclassified in operating profit (a loss of euro 134 million in the third quarter and a gain of euro 36 million in the nine months) as they mainly related to derivative transactions entered into to manage exposure to the exchange rate risk implicit in commodity pricing formulas.

In the third quarter of 2012, special charges in operating profit from continuing operations (euro 780 million in the third quarter of 2012) mainly related to extraordinary expenses and risk provisions of euro 909 million (euro 986 million in the nine months of 2012) incurred in connection with price revisions on long-term gas purchase contracts for volumes supplied in previous reporting periods which were presented as special items given the contractual time span for price revisions expired long ago, including the one relating to the settlement of an arbitration proceeding with GasTerra. In the nine months of 2012, special charges in operating profit from continuing operations (euro 1,984 million), including the aforementioned expenses and risk provisions, regarded: (i) impairment losses of euro 1,173 million mainly relating to goodwill and tangible assets in the gas marketing and refining businesses recorded in the second quarter 2012. These were based on managements outlook pointing to declining commodity demand due to the economic downturn and rising competitive pressure which are expected to negatively impact unit margins. Smaller impairment losses were recorded at certain oil&gas properties in the United States reflecting a changed pricing environment and downward reserve revisions; (ii) exchange rate differences and exchange rate derivative instruments reclassified as operating items (a gain of euro 134 million in the quarter; charges of euro 36 million in the nine months); (iii) provisions for redundancy incentives (euro 66 million in the nine months) and environmental issues (euro 117 million in the nine months). These losses were partly offset by a gain due to the divestment of a 10% interest in the Karachaganak project to the Kazakh partner KazMunaiGas as part of the settlement agreement.

In the third quarter of 2012, special items in net profit from continuing operations mainly regarded the gains on the divestment of a 5% interest in Galp Energia SGPS, SA (amounting to euro 288 million) and the revaluation of the residual interest in the investee at market fair value through profit (euro 865 million). In the nine months of 2012, special items of net profit comprised the aforementioned gains and the extraordinary gain amounting to euro 835 million recognized in connection with an equity transaction made by Galps subsidiary Petrogal as previously disclosed.

Results by division

The trends in the Groups adjusted net profit reported in the third quarter of 2012 were determined by higher adjusted operating profit achieved by the Exploration & Production, Refining & Marketing and Engineering & Construction divisions, whose effects were dampened by greater losses incurred by the Gas & Power and Chemicals divisions. In the nine months of 2012, Group net profit increased by 4.6% supported by increased operating results (up 13.9%) mainly in the Exploration & Production division and, to a lower extent, the Engineering & Construction division. It is worth mentioning that in the first quarter of 2012 the Gas & Power division reported a gain due to price revisions with retroactive effects to the beginning of 2011.

Exploration & Production In the third quarter of 2012, the Exploration & Production division reported a 10.8% increase in adjusted operating profit to euro 4,331 million (up 15.1% in the nine months) driven by an ongoing recovery in Libyan activities and the positive effect of the appreciation of the dollar over the euro (up 11.5% and up 8.9%, respectively in the two reporting periods). These increases were partly offset by higher exploration costs related to increased activities as well as higher operating costs and depreciation charges related to new field start-ups/ramp-ups. Adjusted net profit amounted to euro 1,924 million in the third quarter and euro 5,632 million in the nine months, up by 17.2% and 9.1%, respectively from the relevant periods of the previous year.

Engineering & Construction The Engineering & Construction segment reported a solid operating performance up by 15.9% and 9% in the third quarter and the nine months, respectively, to euro 386 million and euro 1,148 million. This reflected higher revenues and better margins on the works executed in particular in the Engineering & Construction business. Adjusted net profit increased by 10.2% and 5.4% in the two reporting periods, respectively.

Refining & Marketing In the third quarter of 2012, the Refining & Marketing division reported a significant improvement in adjusted operating results which increased by euro 49 million from the third quarter of 2011 to euro 51 million, due to recovering refining margins supported by higher prices for premium distillates. Management has stepped up efforts to boost efficiency and optimization. These positives

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were partly offset by weak fuel demand that affected marketing results. Adjusted net profit in the quarter increased by 82.1% (up euro 23 million). In the nine months of 2012 the adjusted operating loss increased by euro 48 million to euro 319 million, due to the particularly weak trading environment of the first half of 2012. In the nine months of 2012, the adjusted net loss increased by euro 66 million (from a loss of euro 136 million in the nine months of 2011 to euro 202 million in the same period of 2012).

Gas & Power In the third quarter of 2012, the Gas & Power division reported wider adjusted operating losses at minus euro 304 million, down by 55.1% from the third quarter of 2011. This was negatively affected by lower results reported by International transport activity, which was down by 52.4% in the quarter and 30.1% in the nine months of 2012, due to the asset divestments finalized in 2011. Against the backdrop of weak demand and strong competitive pressures, the Marketing business unit within the Gas & Power division reported a greater operating loss (down by 17.6%) driven by the negative effects of price revisions with certain long-term gas suppliers and customers, this was also due to the settlement of a number of arbitration proceedings. The benefits of the renegotiations of certain supply contracts and an ongoing recovery at Libyan supplies helped the Marketing performance. The adjusted net loss for the third quarter of 2012 was euro 66 million, an increase of euro 54 million from the third quarter of 2011. In the nine months of 2012, the Gas & Power division reported an adjusted operating profit of euro 313 million, increasing by euro 488 million from the nine months of 2011. This result reflected the recognition of profit retroactive to the beginning of 2011 associated with the renegotiations of certain gas supply contracts, which occurred in the first quarter of 2012, partly offset by the negative impact of a weaker gas market and by the drivers described in the quarterly review. In the nine months of 2012, adjusted net profit increased by euro 383 million.

Chemicals In the third quarter of 2012, the Chemical division reported an adjusted operating loss of euro 173 million, doubling from the third quarter of 2011, due to continuing margin weakness against the backdrop of weak commodity demand impacted by the downturn. The operating loss incurred in the nine months of 2012 was euro 368 million, almost tripling the loss of the nine months of 2011 as commodity margins in the first quarter of 2012 plunged due to the escalating cost of oil-based feedstock leading to a negative benchmark margin for cracking. The adjusted net loss for the third quarter of 2012 was euro 124 million, increasing by euro 69 million from the third quarter of 2011. The loss for the nine months increased by euro 182 million from a year ago.

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Summarized Group Balance Sheet 7

(euro million)

Dec. 31, 2011 June 30, 2012 Sept. 30, 2012 Change vs. Dec. 31, 2011 Change vs. June 30, 2012

| Fixed assets — Property,
plant and equipment | 73,578 | | 64,188 | | 63,865 | | (9,713 | ) | (323 | ) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Inventories - Compulsory stock | 2,433 | | 2,431 | | 2,504 | | 71 | | 73 | |
| Intangible
assets | 10,950 | | 6,021 | | 6,102 | | (4,848 | ) | 81 | |
| Equity-accounted investments and other
investments | 6,242 | | 6,858 | | 7,926 | | 1,684 | | 1,068 | |
| Receivables
and securities held for operating purposes | 1,740 | | 1,519 | | 1,528 | | (212 | ) | 9 | |
| Net payables related to capital expenditure | (1,576 | ) | (681 | ) | (697 | ) | 879 | | (16 | ) |
| | 93,367 | | 80,336 | | 81,228 | | (12,139 | ) | 892 | |
| Net working capital | | | | | | | | | | |
| Inventories | 7,575 | | 7,900 | | 9,435 | | 1,860 | | 1,535 | |
| Trade receivables | 17,709 | | 16,378 | | 17,350 | | (404 | ) | 927 | |
| Trade
payables | (13,436 | ) | (12,026 | ) | (13,145 | ) | 291 | | (1,119 | ) |
| Tax payables and provisions for net deferred tax
liabilities | (3,503 | ) | (5,034 | ) | (3,893 | ) | (390 | ) | 1,141 | |
| Provisions | (12,735 | ) | (13,300 | ) | (13,660 | ) | (925 | ) | (360 | ) |
| Other current assets and liabilities | 281 | | 2,045 | | 2,121 | | 1,840 | | 76 | |
| | (4,109 | ) | (4,037 | ) | (1,837 | ) | 2,272 | | 2,200 | |
| Provisions for employee post-retirement
benefits | (1,039 | ) | (970 | ) | (988 | ) | 51 | | (18 | ) |
| Discontinued
operations and assets held for sale including related
liabilities | 206 | | 15,154 | | 5,455 | | 5,249 | | (9,699 | ) |
| CAPITAL EMPLOYED, NET | 88,425 | | 90,483 | | 83,858 | | (4,567 | ) | (6,625 | ) |
| Eni
shareholders equity | 55,472 | | 58,545 | | 58,828 | | 3,356 | | 283 | |
| Non-controlling interest | 4,921 | | 5,029 | | 5,413 | | 492 | | 384 | |
| Shareholders
equity | 60,393 | | 63,574 | | 64,241 | | 3,848 | | 667 | |
| Net borrowings | 28,032 | | 26,909 | | 19,617 | | (8,415 | ) | (7,292 | ) |
| TOTAL
LIABILITIES AND SHAREHOLDERS EQUITY | 88,425 | | 90,483 | | 83,858 | | (4,567 | ) | (6,625 | ) |
| Leverage | 0.46 | | 0.42 | | 0.31 | | (0.15 | ) | (0.11 | ) |

Fixed assets amounted to euro 81,228 million, representing a decrease of euro 12,139 million from December 31, 2011, reflecting the reclassification of Snam and its subsidiaries assets to the line-item "Discontinued operations and assets held for sale including related liabilities". Other differences reported in the period were due to capital expenditure incurred (euro 8,871 million), partly offset by depreciation, depletion, amortization and impairment charges (euro 8,274 million). The item "Equity-accounted investments" increased by euro 1,684 million due to the increased book value of Enis residual interest in Galp which was reclassified as available-for-sale financial asset and initially measured at market fair value through profit at the date of loss of the significant influence in the investee when the shareholders' agreement expired, and then re-measured at market fair value through equity at the balance sheet date. In addition this item included the extraordinary gain recorded on the Petrogal equity transaction described above. Net payables related to investing activities decreased following recognition of a receivable relating to the divestment of a 10% interest in the Karachaganak project to the Kazakh partner KazMunaiGas as part of the settlement agreement (euro 258 million).

Net working capital amounted to a negative euro 1,837 million, representing an increase of euro 2,272 million mainly due to an increased item "Other current assets, net" referring mainly to: (i) reclassification of other current assets and liabilities of Snam as assets held for sale; (ii) payment of receivables due to the Companys gas suppliers due to the take-or-pay position accrued in 2011 and (iii) increasing oil, gas and petroleum products inventories, driven by replenishment of gas storage at the beginning of the new thermal year , and the impact of rising oil prices on inventories stated at the weighted average cost (up euro 1,860 million). These effects were partly offset by higher tax payables and net provisions for deferred tax liabilities accrued in the period (down euro 390 million) and higher risk provisions (up euro 925 million) mainly accrued in connection with the price revision of gas contracts and estimate revisions caused by a reduction in interest rates used to discount the liabilities.

(7) The summarized group balance sheet aggregates the amount of assets and liabilities derived from the statutory balance sheet in accordance with functional criteria which consider the enterprise conventionally divided into the three fundamental areas focusing on resource investments, operations and financing. Management believes that this summarized group balance sheet is useful information in assisting investors to assess Enis capital structure and to analyze its sources of funds and investments in fixed assets and working capital. Management uses the summarized group balance sheet to calculate key ratios such as the proportion of net borrowings to shareholders equity (leverage) intended to evaluate whether Enis financing structure is sound and well-balanced.

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Discontinued operations and net assets held for sale including related liabilities (euro 5,455 million) mainly related to Snam and its subsidiaries. In October Eni completed the sale of a 30% minus one share of the voting share capital of the above mentioned company, to Cassa Depositi e Prestiti. Management intends to divest the residual interest through transparent and non-discriminatory sales procedures targeting both retail and institutional investors; in this context the company in July finalized the sale of a 5% interest through an accelerated book-building procedure. This item also included non-strategic assets in the Refining & Marketing and Exploration & Production divisions due to be divested.

Shareholders equity including non controlling interest was euro 64,241 million, representing an increase of euro 3,848 million from December 31, 2011. This was due to comprehensive income for the period (euro 7,644 million) as a result of net profit (euro 7,147 million) and the revaluation of Enis residual interest in Galp at market fair value through equity at period end (up euro 432 million) as it was classified as an available-for-sale financial asset. In addition, total equity increased following the divestment of a 5% non-controlling interest in Snam to institutional investors that occurred in July 2012 (euro 237 million) which also determined an increase in the Groups equity (up by euro 368 million) as the transaction consideration was higher than the corresponding book value disposed of. Those additions were partly absorbed by dividend payments to Enis shareholders and non-controlling interests (for a total amount of euro 4.42 billion).

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Summarized Group Cash Flow Statement 8

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012 Change

1,834		245		2,802		Net profit - continuing operations	6,310		6,840		530
						Adjustments
to reconcile net profit to cash provided by operating
activities:
1,924		3,374		1,562		- depreciation, depletion and amortization and
other non monetary items	5,643		6,079		436
(53	)	(347	)	(369	)	- net
gains on disposal of assets	(87	)	(739	)	(652	)
2,361		2,572		2,305		- dividends, interest, taxes and other changes	7,251		8,574		1,323
(1,712	)	1,352		(1,708	)	Changes in
working capital related to operations	(1,777	)	(2,001	)	(224	)
(1,792	)	(2,977	)	(2,683	)	Dividends received, taxes paid, interest (paid)
received during the period	(6,388	)	(8,504	)	(2,116	)
2,562		4,219		1,909		Net
cash provided by operating activities - continuing
operations	10,952		10,249		(703	)
47		8		(67	)	Net cash provided by operating activities -
discontinued operations	253		15		(238	)
2,609		4,227		1,842		Net
cash provided by operating activities	11,205		10,264		(941	)
(2,568	)	(3,015	)	(3,224	)	Capital expenditure - continuing operations	(8,526	)	(8,871	)	(345	)
(361	)	(254	)	(263	)	Capital
expenditure - discontinued operations	(1,018	)	(756	)	262
(2,929	)	(3,269	)	(3,487	)	Capital expenditure	(9,544	)	(9,627	)	(83	)
(92	)	(61	)	(207	)	Investments
and purchase of consolidated subsidiaries and businesses	(220	)	(513	)	(293	)
231		722		902		Disposals	334		1,676		1,342
187		(312	)	(20	)	Other cash
flow related to capital expenditure, investments and
disposals	287		(594	)	(881	)
6		1,307		(970	)	Free cash flow	2,062		1,206		(856	)
79		3,939		299		Borrowings
(repayment) of debt related to financing activities	59		(37	)	(96	)
1,820		(334	)	3,273		Changes in short and long-term financial debt	1,933		6,850		4,917
(1,882	)	(2,274	)	(1,364	)	Dividends
paid and changes in non-controlling interest and reserves	(4,058	)	(3,644	)	414
44		12		(11	)	Effect of changes in consolidation and exchange
differences	(4	)	(8	)	(4	)
67		2,650		1,227		NET
CASH FLOW FOR THE PERIOD	(8	)	4,367		4,375

Change in net borrowings

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012 Change

6		1,307		(970	)	Free cash flow	2,062		1,206		(856	)
						Net
borrowings of acquired companies			(2	)	(2	)
		(3	)			Net borrowings of divested companies			(3	)	(3	)
		1,512		9,904		Net
borrowings of Snam reclassified as discontinued
operations and assets held for sale including related
liabilities			11,416		11,416
(419	)	(25	)	(278	)	Exchange differences on net borrowings and other
changes	(158	)	(558	)	(400	)
(1,882	)	(2,274	)	(1,364	)	Dividends
paid and changes in non-controlling interest and reserves	(4,058	)	(3,644	)	414
(2,295	)	517		7,292		CHANGE IN NET BORROWINGS	(2,154	)	8,415		10,569

Net cash provided by operating activities of continuing operations (euro 10,249 million) and proceeds from disposals of euro 1,676 million funded cash outflows relating to capital expenditure totaling euro 8,871 million and investments (euro 513 million) relating to the acquisition of Nuon in Belgium and joint venture projects, as well as dividend payments amounting to euro 4,278 million (of which euro 1,956 million relating to 2012 interim dividend and euro 1,884 million to the balance dividend for fiscal year 2011 to Enis shareholders and the remaining part related to other dividend payments to non-controlling interests). The decrease of euro 8,415 million in the consolidated net borrowings at September 30, 2012 from December 31, 2011 was also driven by the reimbursement of intercompany loans made by Snam, which raised euro 10.5 billion of finance debt with third-party lenders. Group

(8) Enis summarized group cash flow statement derives from the statutory statement of cash flows. It enables investors to understand the link existing between changes in cash and cash equivalents (deriving from the statutory cash flows statement) and in net borrowings (deriving from the summarized cash flow statement) that occurred from the beginning of the period to the end of period. The measure enabling such a link is represented by the free cash flow which is the cash in excess of capital expenditure needs. Starting from free cash flow it is possible to determine either: (i) changes in cash and cash equivalents for the period by adding/deducting cash flows relating to financing debts/receivables (issuance/repayment of debt and receivables related to financing activities), shareholders equity (dividends paid, net repurchase of own shares, capital issuance) and the effect of changes in consolidation and of exchange rate differences; (ii) changes in net borrowings for the period by adding/deducting cash flows relating to shareholders equity and the effect of changes in consolidation and of exchange rate differences. The free cash flow is a non-GAAP measure of financial performance.

14 -

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consolidated net borrowings do not include Snams third-party finance debt which was reported, as prescribed by IFRS 5, as discontinued operations. Disposals of assets mainly regarded the divestment of a 5% interest in Galp (euro 590 million), a 10% interest in the Karachaganak field (euro 258 million) and other non-strategic assets in the Exploration & Production division. The proceeds on the divestment of an interest of 5% in Snam (euro 612 million) were recognized as an equity transaction.

Other information

Continuing listing standards provided by Article No. 36 of Italian exchanges regulation about issuers that control subsidiaries incorporated or regulated in accordance with laws of extra-EU Countries. Certain provisions have recently been enacted regulating continuing Italian listing standards of issuers controlling subsidiaries that are incorporated or regulated in accordance with laws of extra-EU Countries, also having a material impact on the consolidated financial statements of the parent company. Regarding the aforementioned provisions, as of September 30, 2012, ten of Enis subsidiaries Burren Energy (Bermuda) Ltd, Eni Congo SA, Eni Norge AS, Eni Petroleum Co Inc, NAOC - Nigerian Agip Oil Co Ltd, Nigerian Agip Exploration Ltd, Trans Tunisian Pipeline Co Ltd, Burren Energy (Congo) Ltd, Eni Finance USA Inc and Eni Trading & Shipping Inc fall within the scope of the new continuing listing standard. Eni has already adopted adequate procedures to ensure full compliance with the new regulation.

Financial and operating information by division for the third quarter and the nine months of 2012 is provided in the following pages.

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Exploration & Production

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

| 6,933 | | 8,553 | | 8,736 | 26.0 | | RESULTS — Net
sales from operations | (euro million) | 21,185 | | 26,632 | 25.7 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 3,919 | | 4,453 | | 4,361 | 11.3 | | Operating profit | | 11,718 | | 13,904 | 18.7 | |
| (10 | ) | (219 | ) | (30 | ) | | Exclusion
of special items: | | 144 | | (248 | ) | |
| | | 91 | | 1 | | | - asset impairments | | 141 | | 92 | | |
| | | (339 | ) | (62 | ) | | - gains
on disposal of assets | | (28 | ) | (413 | ) | |
| 11 | | 7 | | | | | - provision for redundancy incentives | | 15 | | 8 | | |
| 1 | | (20 | ) | 1 | | | -
re-measurement gains/losses on commodity derivatives | | 31 | | 2 | | |
| (22 | ) | (5 | ) | 1 | | | - exchange differences and derivatives | | (15 | ) | (13 | ) | |
| | | 47 | | 29 | | | - other | | | | 76 | | |
| 3,909 | | 4,234 | | 4,331 | 10.8 | | Adjusted operating profit | | 11,862 | | 13,656 | 15.1 | |
| (57 | ) | (65 | ) | (61 | ) | | Net
financial income (expense) (a) | | (173 | ) | (189 | ) | |
| 36 | | 199 | | 234 | | | Net income (expense) from investments (a) | | 448 | | 476 | | |
| (2,247 | ) | (2,652 | ) | (2,580 | ) | | Income
taxes (a) | | (6,974 | ) | (8,311 | ) | |
| 57.8 | | 60.7 | | 57.3 | | | Tax rate (%) | | 57.5 | | 59.6 | | |
| 1,641 | | 1,716 | | 1,924 | 17.2 | | Adjusted
net profit | | 5,163 | | 5,632 | 9.1 | |
| | | | | | | | Results also include: | | | | | | |
| 1,396 | | 2,101 | | 2,122 | 52.0 | | -
amortization and depreciation | | 4,564 | | 6,040 | 32.3 | |
| | | | | | | | of which: | | | | | | |
| 249 | | 505 | | 473 | 90.0 | | exploration
expenditure | | 825 | | 1,376 | 66.8 | |
| 180 | | 408 | | 430 | .. | | - amortization of exploratory drilling
expenditures and other | | 577 | | 1,121 | 94.3 | |
| 69 | | 97 | | 43 | (37.7 | ) | -
amortization of geological and geophysical exploration
expenses | | 248 | | 255 | 2.8 | |
| 2,026 | | 2,437 | | 2,710 | 33.8 | | Capital expenditure | | 6,745 | | 7,165 | 6.2 | |
| | | | | | | | of
which: | | | | | | |
| 196 | | 468 | | 621 | .. | | - exploratory expenditure (b) | | 685 | | 1,447 | .. | |
| | | | | | | | Production (c) (d) (e) | | | | | | |
| 793 | | 856 | | 891 | 12.4 | | Liquids (f) | (kbbl/d) | 828 | | 871 | 5.2 | |
| 3,773 | | 4,394 | | 4,545 | 20.6 | | Natural
gas | (mmcf/d) | 3,997 | | 4,473 | 12.4 | |
| 1,473 | | 1,656 | | 1,718 | n.m. | | Total hydrocarbons | (kboe/d) | 1,548 | | 1,686 | n.m. | |
| 1,473 | | 1,647 | | 1,709 | 16.0 | | Total
hydrocarbons net of updating the natural gas conversion
rate | | 1,548 | | 1,677 | 8.3 | |
| | | | | | | | Average realizations | | | | | | |
| 104.42 | | 101.46 | | 96.43 | (7.7 | ) | Liquids (e) | ($/bbl) | 102.70 | | 102.99 | 0.3 | |
| 6.45 | | 6.96 | | 6.72 | 4.2 | | Natural gas | ($/mmcf) | 6.25 | | 7.00 | 12.1 | |
| 73.88 | | 72.02 | | 69.48 | (6.0 | ) | Total
hydrocarbons | ($/boe) | 72.15 | | 73.17 | 1.4 | |
| | | | | | | | Average oil market prices | | | | | | |
| 113.46 | | 108.19 | | 109.61 | (3.4 | ) | Brent
dated | ($/bbl) | 111.93 | | 112.10 | 0.2 | |
| 80.30 | | 84.46 | | 87.69 | 9.2 | | Brent dated | (euro/bbl) | 79.59 | | 87.51 | 10.0 | |
| 89.70 | | 93.44 | | 92.11 | 2.7 | | West Texas
Intermediate | ($/bbl) | 95.37 | | 96.18 | 0.8 | |
| 145.50 | | 80.16 | | 101.71 | (30.1 | ) | Gas Henry Hub | ($/kcm) | 149.03 | | 89.70 | (39.8 | ) |

| (a) | Excluding
special items. |
| --- | --- |
| (b) | Includes
exploration bonuses. |
| (c) | Supplementary
operating data is provided on page 43. |
| (d) | Includes
Enis share of production of equity-accounted
entities. |
| (e) | From July 1,
2012, the conversion rate of natural gas from cubic feet
to boe has been updated to 1 barrel of oil = 5,492 cubic
feet of gas (it was 1 barrel of oil = 5,550 cubic feet of
gas). The effect on production has been 9 kboe/d. For
further information see page 7. |
| (f) | Includes
condensates. |

Results

In the third quarter of 2012 , the Exploration & Production division reported an adjusted operating profit amounting to euro 4,331 million, representing an increase of euro 422 million from the third quarter of 2011, up by 10.8%. This was driven by increased sales volumes on the back of an ongoing recovery in Libyan activities and the depreciation of the euro over the dollar (approximately euro 400 million). These positives were partly offset by higher exploration costs related to increasing exploration activities and higher operating costs and amortization related to new field start-ups/ramp-ups.

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Adjusted net profit of euro 1,924 million increased by euro 283 million, or 17.2%, from the third quarter 2011 due to an improved operating performance and higher income from investments.

In the nine months of 2012 the Exploration & Production segment recorded an adjusted operating profit of euro 13,656 million, increasing by euro 1,794 million from the nine months of 2011, or 15.1%, due the positive impact of the depreciation of the euro over the dollar (approximately euro 930 million) and the growth in production sold, partly offset by higher exploration costs and development amortizations.

In the nine months of 2012, special items excluded from adjusted operating profit amounted to a net gain of euro 248 million (euro 30 million in the quarter) and mainly related to the gain on disposal of assets (euro 413 million), including the divestment of a 10% interest in the Karachaganak field to the Kazakh partner KazMunaiGas as part of the settlement agreement. This was partly absorbed by impairment losses recorded at certain oil and gas properties mainly in the United States relating to a changed gas pricing environment and downward reserves revision (euro 92 million).

Adjusted net profit in the nine months increased by euro 469 million to euro 5,632 million (up by 9.1%) from the nine months of 2011 due to an improved operating performance partly offset by a higher tax rate (up approximately 2 percentage points) due to larger taxable profit reported in Countries with higher taxation.

Operating review

Eni reported liquids and gas production of 1,718 kboe/d for the third quarter of 2012 increasing by 16% when excluding the effect of the revision of the gas conversion rate. The performance was driven by an ongoing recovery in Libyan production, the start-up and ramp-up of new fields in Australia and Russia as well as increased production in Iraq. These positives were partly offset by the temporary shutdown of the Elgin/Franklin field operated by a major oil company (Enis interest 21.87%) in the UK due to a gas leak and mature field declines. The share of oil and natural gas produced outside Italy was 89% (87% in the third quarter of 2011). Liquids production (891 kbbl/d) increased by 98 kbbl/d, or 12.4%, due to the ramp-up of Libyan production, the reaching of full production at the Kitan field (Eni operator with a 40% interest) in Australia and increased production at the Zubair field (Enis interest 32.8%) in Iraq. These positives were partly offset by lower production in the United Kingdom and declines mainly in Norway and Italy. Natural gas production (4,545 mmcf/d) increased by 772 mmcf/d (up 20.6%) due to the ramp-up of Libyan operations and start-ups in Russia. The main decreases were registered in the United Kingdom.

In the nine months of 2012 , Eni reported liquids and gas production of 1,686 kboe/d, increasing by 8.3% when excluding the effect of the revision of the gas conversion rate. The performance was driven by an ongoing recovery in Libyan production, the start-up and ramp-up of new fields in Australia and Russia as well as increased production in Iraq. These positives were partly offset by lower production in the UK for the reasons described above and mature field declines. The share of oil and natural gas produced outside Italy was 89% (88% in the nine months of 2011). Liquids production (871 kbbl/d) increased by 43 kbbl/d, or 5.2%, due to the ramp-up of Libyan production and organic growth. Production declined in the United Kingdom. Natural gas production (4,473 mmcf/d) increased by 476 mmcf/d (up 12.4%) due to the ramp-up of Libyan operations and start-ups in Russia and Egypt. The main decreases were registered in the United Kingdom.

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Gas & Power

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

| 6,742 | | 7,865 | | 7,276 | | 7.9 | | RESULTS (*) — Net
sales from operations | (euro million) | 22,879 | | 27,269 | | 19.2 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (170 | ) | (1,558 | ) | (764 | ) | .. | | Operating profit | | (129 | ) | (1,406 | ) | .. | |
| (64 | ) | 114 | | (314 | ) | | | Exclusion
of inventory holding (gains) losses | | (117 | ) | (187 | ) | | |
| 38 | | 1,042 | | 774 | | | | Exclusion of special items: | | 71 | | 1,906 | | | |
| | | (3 | ) | | | | | -
environmental charges | | | | (3 | ) | | |
| | | 849 | | | | | | - asset impairments | | | | 849 | | | |
| | | | | (3 | ) | | | - gains
on disposal of assets | | | | (4 | ) | | |
| | | (20 | ) | 909 | | | | - risk provisions | | | | 986 | | | |
| 1 | | 4 | | | | | | -
provision for redundancy incentives | | 3 | | 4 | | | |
| 54 | | | | | | | | - re-measurement gains/losses on commodity
derivatives | | 208 | | | | | |
| (18 | ) | 210 | | (133 | ) | | | -
exchange differences and derivatives | | (148 | ) | 67 | | | |
| 1 | | 2 | | 1 | | | | - other | | 8 | | 7 | | | |
| (196 | ) | (402 | ) | (304 | ) | (55.1 | ) | Adjusted
operating profit | | (175 | ) | 313 | | .. | |
| (301 | ) | (493 | ) | (354 | ) | (17.6 | ) | Marketing | | (510 | ) | 79 | | 115.5 | |
| 105 | | 91 | | 50 | | (52.4 | ) | International
transport | | 335 | | 234 | | (30.1 | ) |
| 10 | | 2 | | 16 | | | | Net finance income (expense) (a) | | 36 | | 25 | | | |
| 75 | | 81 | | 51 | | | | Net income
from investments (a) | | 267 | | 238 | | | |
| 99 | | 208 | | 171 | | | | Income taxes (a) | | 48 | | (17 | ) | | |
| .. | | .. | | .. | | | | Tax
rate (%) | | .. | | .. | | | |
| (12 | ) | (111 | ) | (66 | ) | .. | | Adjusted net profit | | 176 | | 559 | | .. | |
| 50 | | 53 | | 43 | | (14.0 | ) | Capital
expenditure | | 118 | | 128 | | 8.5 | |
| | | | | | | | | Natural gas sales | | | | | | | |
| 6.29 | | 6.52 | | 5.96 | | (5.2 | ) | Italy | (bcm) | 25.38 | | 24.63 | | (3.0 | ) |
| 11.67 | | 13.63 | | 13.52 | | 15.9 | | International sales | | 45.91 | | 45.61 | | (0.7 | ) |
| 9.15 | | 11.13 | | 10.73 | | 17.3 | | - Rest
of Europe | | 39.02 | | 38.17 | | (2.2 | ) |
| 1.87 | | 1.90 | | 2.08 | | 11.2 | | - Extra European markets | | 4.78 | | 5.43 | | 13.6 | |
| 0.65 | | 0.60 | | 0.71 | | 9.2 | | -
E&P sales in Europe and in the Gulf of Mexico | | 2.11 | | 2.01 | | (4.7 | ) |
| 17.96 | | 20.15 | | 19.48 | | 8.5 | | WORLDWIDE GAS SALES | | 71.29 | | 70.24 | | (1.5 | ) |
| | | | | | | | | of
which: | | | | | | | |
| 15.35 | | 17.35 | | 17.43 | | 13.6 | | - Sales of consolidated subsidiaries | | 62.27 | | 61.97 | | (0.5 | ) |
| 1.96 | | 2.20 | | 1.34 | | (31.6 | ) | -
Enis share of sales of natural gas of affiliates | | 6.91 | | 6.26 | | (9.4 | ) |
| 0.65 | | 0.60 | | 0.71 | | 9.2 | | - E&P sales in Europe and in the Gulf of
Mexico | | 2.11 | | 2.01 | | (4.7 | ) |
| 9.55 | | 9.62 | | 10.54 | | 10.4 | | Electricity
sales | (TWh) | 28.89 | | 32.45 | | 12.3 | |

| (*) | G&P
results include Marketing and International transport
activities. |
| --- | --- |
| (a) | Excluding
special items. |

Results

In the third quarter of 2012 , the Gas & Power division reported an adjusted operating loss of euro 304 million, greater than the loss in the third quarter of 2011 (down by euro 108 million) due to the higher loss reported by the Marketing business (down euro 53 million), while International Transport reported lower operating profit (down euro 55 million) due to the divestment of the Companys interests in the entities engaged in the International Transport of gas from Northern Europe and Russia which were executed in 2011.

In the third quarter of 2012, special items of euro 774 million (euro 1,906 million in the nine months) related mainly to: (i) extraordinary expenses and risk provisions of euro 909 million (euro 986 million in the nine months of 2012) incurred in connection with price revisions at long-term gas purchase contracts relating to volumes of the previous reporting periods. Those charges have been presented as special items given the contractual time span for price revision expired long ago, including the one relating to the definition of an arbitration proceeding with GasTerra; (ii) exchange rate differences and exchange rates derivative instruments reclassified as operating items (a loss of euro 133 million in the quarter; a gain of euro 67 million in the nine months). Furthermore, special charges for the nine months of 2012 included an impairment loss of euro 849 million relating to the goodwill allocated to the European market cash generating unit which was reported in the second quarter. This was based on managements expectations pointing to a reduced profitability outlook in the light of continuing demand weakness and rising competitive pressure.

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Adjusted net loss was euro 66 million, decreasing by euro 54 million from the third quarter of 2011.

In the nine months of 2012 the Gas & Power division reported adjusted operating profit of euro 313 million, up euro 488 million from the nine months of 2011. The Marketing business reported a euro 589 million increase driven by the economic benefits associated with the renegotiations of certain gas supply contracts, some of which retroactive to the beginning of 2011. International transport results were down by 30.1%.

Adjusted net profit for the nine months of 2012 was euro 559 million, an increase of euro 383 million from the nine months of 2011 due to a better operating performance.

Operating review

Marketing In the third quarter of 2012 , the Marketing business registered an operating loss of euro 354 million, decreasing by euro 53 million from the third quarter of 2011 (down 17.6%). Against the backdrop of weak demand and strong competitive pressures, the Marketing performance was driven by the negative effects of price revisions with certain long-term gas suppliers and customers, this was also due to the settlement of a number of arbitration proceedings. The benefits of the renegotiations of certain supply contracts and an ongoing recovery at Libyan supplies helped the Marketing performance.

Management tracks an alternative performance measure to assess the underlying performance of the Marketing business, which is the EBITDA pro-forma adjusted (for further details see page 21) that includes Enis share of results of associates. This performance indicator confirmed the trend results disclosed in the operating review.

In the nine months of 2012 , the Marketing business reported adjusted operating profit of euro 313 million, sharply higher than the first nine months of 2011 (up by euro 488 million). This reflected the recognition of profit retroactive to the beginning of 2011 associated with the renegotiations of certain gas supply contracts partly offset by the same drivers described above.

NATURAL GAS SALES BY MARKET

(bcm)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

6.29	6.52	5.96	(5.2	)	ITALY	25.38	24.63	(3.0	)
0.70	0.59	0.43	(38.6	)	-
Wholesalers	3.78	2.90	(23.3	)
0.84	1.49	1.34	59.5		- Italian exchange for gas and spot markets	3.63	5.29	45.7
1.72	1.64	1.53	(11.0	)	-
Industries	5.46	5.04	(7.7	)
0.06	0.10	0.03	(50.0	)	- Medium-sized enterprises and services	0.61	0.54	(11.5	)
1.19	0.51	0.71	(40.3	)	- Power
generation	3.53	1.97	(44.2	)
0.37	0.62	0.34	(8.1	)	- Residential	3.78	3.97	5.0
1.41	1.57	1.58	12.1		- Own
consumption	4.59	4.92	7.2
11.67	13.63	13.52	15.9		INTERNATIONAL SALES	45.91	45.61	(0.7	)
9.15	11.13	10.73	17.3		Rest of
Europe	39.02	38.17	(2.2	)
0.41	0.24	0.84	104.9		- Importers in Italy	2.82	1.86	(34.0	)
8.74	10.89	9.89	13.2		- European
markets	36.20	36.31	0.3
1.86	1.75	1.41	(24.2	)	Iberian Peninsula	5.61	5.09	(9.3	)
0.73	1.54	1.24	69.9		Germany/Austria	4.47	5.59	25.1
2.93	2.79	1.83	(37.5	)	Benelux	10.35	7.87	(24.0	)
0.16	0.25	0.15	(6.3	)	Hungary	1.50	1.39	(7.3	)
0.13	0.81	2.02	..		UK/Northern Europe	3.06	3.88	26.8
1.53	1.62	1.63	6.5		Turkey	4.80	5.38	12.1
1.10	1.75	1.37	24.5		France	5.23	5.92	13.2
0.30	0.38	0.24	(20.0	)	Other	1.18	1.19	0.8
1.87	1.90	2.08	11.2		Extra European markets	4.78	5.43	13.6
0.65	0.60	0.71	9.2		E&P
sales in Europe and in the Gulf of Mexico	2.11	2.01	(4.7	)
17.96	20.15	19.48	8.5		WORLDWIDE GAS SALES	71.29	70.24	(1.5	)

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Sales of natural gas for the third quarter of 2012 were 19.48 bcm, an increase of 1.52 bcm from the third quarter of 2011 (up 8.5%), due to higher volumes sold in European markets. Sales included Enis own consumption, Enis share of sales made by equity-accounted entities and upstream sales in Europe and in the Gulf of Mexico. Sales volumes in the Italian market amounted to 5.96 bcm, a decrease of 0.33 bcm, or 5.2%, from the third quarter of 2011. This was mainly due to sharply lower supplies to the power generation sector (down 0.48 bcm). Other declines were recorded in sales to wholesalers (down 0.27 bcm) due to increased competitive pressures and industrials (down 0.19 bcm) due to the current economic downturn. Increases were recorded in sales at certain Italian exchanges (up 0.50 bcm). Sales in Europe posted a positive performance increasing by 1.15 bcm, or 13.2%, in particular in UK/Northern Europe (up 1.89 bcm), Germany/Austria (up 0.51 bcm) and France (up 0.27 bcm) due to effective marketing initiatives performed. These positives were partly offset by lower sales in Benelux (down 1.10 bcm) due to rising competitive pressures and the Iberian Peninsula (down 0.45 bcm) due to the exclusion of Galp sales following loss of significant influence in the Company. Sales on markets outside Europe were on a positive trend (up 0.21 bcm) due to greater LNG sales in Argentina and Japan. Sales to importers doubled (up 0.43 bcm) due to the recovered availability of Libyan gas.

Sales of natural gas for the nine months of 2012 were 70.24 bcm, a decrease of 1.05 bcm from the nine months of 2011, down 1.5%. Sales included Enis own consumption, Enis share of sales made by equity-accounted entities and upstream sales in Europe and in the Gulf of Mexico. Sales on the domestic market decreased by 0.75 bcm to 24.63 bcm (down 3%) due the drivers describe above. Sales in Europe were broadly unchanged from the same period of 2011 (36.31 bcm, up 0.11 bcm or 0.3%). Sales volumes decreased in Benelux (down 2.48 bcm) and the Iberian Peninsula (down 0.52 bcm) due to the drivers described above. These negatives were almost completely offset by higher sales in Germany/Austria (up 1.12 bcm), UK/Northern Europe (up 0.82 bcm), France (up 0.69 bcm) and Turkey (up 0.58 bcm). Sales to importers to Italy posted a steep decline down by 0.96 bcm, or 34%, due to the expiration of certain supply contracts, partly offset by the recovered availability of Libyan gas. Sales on markets outside Europe were on a positive trend (up 0.65 bcm) due to greater LNG sales in the Far East, especially in Japan.

In the third quarter of 2012, despite sluggish demand in Italy, electricity sales increased to 10.54 TWh, or 10.4%, from the third quarter of 2011 (up 3.56 TWh, up 12.3 in the first nine months of 2012), due to higher sales directed to customers in the free market, in particular wholesalers and medium-sized enterprises, partly offset by lower volumes traded on the Italian power exchange.

International Transport This business reported an adjusted operating profit of euro 50 million for the third quarter of 2012 (euro 234 million in the nine months of 2012) representing a decrease of euro 55 million from the third quarter of 2012, down 52.4% (down euro 101 million, or 30.1% in the nine months), mainly due to the divestment of the Companys interests in the entities engaged in the international transport of gas from Northern Europe and Russia executed in 2011.

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Other performance indicators Follows a breakdown of the pro-forma adjusted EBITDA by business:

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

162		(133	)	(108	)	..		Pro-forma adjusted EBITDA	666		61.7
(28	)	(264	)	(190	)	..		Marketing	83	730	..
65								of which: +/(-) adjustment on commodity
derivatives	(46	)
190		131		82		(56.8	)	International
Transport	583	347	(40.5	)

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization charges) on an adjusted basis is calculated by adding amortization and depreciation charges to adjusted operating profit, which is also modified to take into account the impact associated with certain derivatives instruments as detailed below. This performance indicator includes the adjusted EBITDA of Enis wholly owned subsidiaries and Enis share of adjusted EBITDA generated by certain associates which are accounted for under the equity method for IFRS purposes. In order to calculate the EBITDA pro-forma adjusted, the adjusted operating profit of the Marketing business has been modified to take into account the impact of the settlement of certain commodity and exchange rate derivatives that do not meet the formal criteria to be classified as hedges under the IFRS. These are entered into by the Company in view of certain amounts of gas and electricity that the Company expects to supply at fixed prices during future periods. The impact of those derivatives has been allocated to the EBITDA pro-forma adjusted relating to the reporting periods during which those supplies at fixed prices are recognized. Management believes that the EBITDA pro-forma adjusted is an important alternative measure to assess the performance of Enis Gas & Power division, taking into account evidence that this division is comparable to European utilities in the gas and power generation sector. This measure is provided in order to assist investors and financial analysts in assessing the divisional performance of Eni Gas & Power, as compared to its European peers, as EBITDA is widely used as the main performance indicator for utilities. The EBITDA pro-forma adjusted is a non-GAAP measure under IFRS.

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Refining & Marketing

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

13,141		15,295		17,113	30.2		RESULTS — Net sales from operations	(euro million)	37,962		46,614		22.8
32		(789	)	454	..		Operating
profit		408		(224	)	..
(35	)	464		(428	)		Exclusion of inventory holding (gains) losses		(772	)	(322	)
5		181		25			Exclusion
of special items:		93		227
7		3		7			- environmental charges		33		14
13		182		8			- asset
impairments		51		201
1		1					- gains on disposal of assets		(8	)	1
		(13	)				- risk
provisions		5		(13	)
2		23		2			- provision for redundancy incentives		10		26
2							-
re-measurement gains/losses on commodity derivatives		(4	)
(24	)	(17	)	2			- exchange differences and derivatives		(7	)	(13	)
4		2		6			- other		13		11
2		(144	)	51	..		Adjusted operating profit		(271	)	(319	)	(17.7	)
		(3	)				Net
finance income (expense) (a)				(2	)
21		(5	)	38			Net income (expense) from investments (a)		59		55
5		42		(38	)		Income
taxes (a)		76		64
..		..		42.7			Tax rate (%)		..		..
28		(110	)	51	82.1		Adjusted
net profit		(136	)	(202	)	(48.5	)
191		166		192	0.5		Capital expenditures		507		482		(4.9	)
							Global
indicator refining margin
2.87		5.89		7.96	177.4		Brent	($/bbl)	1.90		5.59		194.2
2.03		4.60		6.37	213.8		Brent	(euro/bbl)	1.35		4.36		223.0
2.92		6.31		7.35	151.7		Brent/Ural	($/bbl)	2.82		5.64		100.0
							REFINING
THROUGHPUTS AND SALES	(mmtonnes)
6.15		5.10		5.65	(8.1	)	Refining throughputs of wholly-owned
refineries		17.37		15.49		(10.8	)
8.46		7.10		8.12	(4.0	)	Refining
throughputs on own account		24.23		22.39		(7.6	)
7.22		5.83		6.74	(6.6	)	- Italy		20.55		18.55		(9.7	)
1.24		1.27		1.38	11.3		- Rest of
Europe		3.68		3.84		4.3
3.03		2.74		3.05	0.7		Retail sales		8.57		8.32		(2.9	)
2.23		1.98		2.24	0.4		- Italy		6.31		6.03		(4.4	)
0.80		0.76		0.81	1.3		- Rest of Europe		2.26		2.29		1.3
3.55		3.21		3.25	(8.5	)	Wholesale
sales		9.74		9.41		(3.4	)
2.47		2.18		2.20	(10.9	)	- Italy		6.88		6.44		(6.4	)
1.08		1.03		1.05	(2.8	)	- Rest of
Europe		2.86		2.97		3.8
0.11		0.11		0.10	(9.1	)	Wholesale sales outside Europe		0.32		0.31		(3.1	)

(a) Excluding special items.

Results

In the third quarter of 2012 , the Refining & Marketing division reported improved adjusted operating results amounting to euro 51 million which were up by euro 49 million from the year-earlier quarter. This increase reflected a recovery in refining margins which reached the highest levels on record in the last four years and gains achieved on efficiency and optimization measures. These positives were partly offset by shrinking price differentials between light and heavy crudes that impacted the profitability at complex refineries and lower demand of products due to the current economic downturn. Performance at the Marketing business was impacted by a sharp reduction in fuel consumption and rising competitive pressures. Particularly, retail margins at Enis outlets fell markedly driven by the negative effects associated with certain marketing initiatives including a special discount on prices at the pump during the summer week-ends.

Special charges excluded from adjusted operating loss amounted to euro 25 million and mainly related to environmental provisions and asset impairments.

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In the third quarter of 2012, adjusted net profit was euro 51 million (up euro 23 million from the third quarter of 2011) mainly due to a higher operating performance and higher results of equity-accounted associates.

In the nine months of 2012 , the Refining & Marketing business reported an adjusted operating loss amounting to euro 319 million (down euro 48 million from the nine months of 2011), reflecting a negative trading environment, especially in the first half of 2012, and sharply lower demand for fuels.

Special charges excluded from adjusted operating loss amounted to euro 227 million and mainly related to impairment charges (euro 201 million) which were incurred at certain refining plants due to the projections of unprofitable margins over the short to medium-term, and employee redundancy incentives (euro 26 million).

Adjusted net loss was euro 202 million, down euro 66 million from the third quarter of 2011.

Operating review

Enis refining throughputs for the third quarter of 2012 were 8.12 mmtonnes (22.39 mmtonnes in the first nine months of 2012), with a 4% decline from the third quarter of 2011 (down 7.6% from the nine months of 2011). In Italy, processed volumes decreased due to scheduled standstills in order to mitigate the impact of a negative trading environment at the Taranto and Gela (two production lines were shut down in June 2012) refineries as well as an upset at the Sannazzaro plant. These negatives were partly offset by higher volumes processed at the Venezia (temporarily shut down from November 2011 to April 2012) and Livorno refineries.

Outside Italy, Enis refining throughputs increased by 11.3% in particular in the Czech Republic due to planned standstills at the Litvinov refinery (production increased by 4.3% in the nine months).

Retail sales in Italy of 2.24 mmtonnes in the quarter (6.03 mmtonnes in the nine months of 2012) were broadly unchanged (up 10 ktonnes, or 0.4%; approximately down 280 ktonnes, or 4.4% in the nine months), driven by lower consumption of gasoil and gasoline of approximately 9%. The market share increased by 3.1 percentage points from the third quarter of 2012 to 34.3% in the third quarter of 2011 also due to the positive impact of commercial initiatives such as a special discount on prices at the pump during the summer week-ends. The premium segment decreased from the corresponding quarter of 2011.

Wholesale sales in Italy (2.20 mmtonnes in the quarter, 6.44 mmtonnes in the nine months) declined by approximately 270 ktonnes, down 10.9% from the same quarter of 2011 (down 6.4% in the nine months). Average market share in the third quarter of 2012 was 29.2% (29% in the third quarter of 2011). In the quarter, lower sales volumes were recorded in gasoil and fuel oil, due to lower demand in industrial segment, as well as special products which reflected lower coke availability.

Retail sales in the rest of Europe (approximately 810 ktonnes in the quarter, 2.29 ktonnes in the nine months) increased by 1.3% from the third quarter of 2011 (up 1.3% in the nine months).

Wholesale sales in the rest of Europe (1.05 mmtonnes in the third quarter, 2.97 mmtonnes in the nine months) decreased by 2.8% from the third quarter of 2011 (up 3.8 mmtonnes in the nine months), mainly in Germany and Hungary.

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Summarized Group profit and loss account 9

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

| 25,516 — 54 | | 30,063 — 515 | | 31,494 — 228 | | 23.4 — .. | | Net sales from operations — Other
income and revenues | 78,042 — 645 | | 94,697 — 979 | | 21.3 — 51.8 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (19,486 | ) | (23,985 | ) | (25,307 | ) | (29.9 | ) | Operating expenses | (59,376 | ) | (73,831 | ) | (24.3 | ) |
| | | | | | | | | of
which non-recurring income (charges) | (69 | ) | | | | |
| (34 | ) | (280 | ) | 190 | | | | Other operating income (expense) | (46 | ) | (182 | ) | | |
| (1,809 | ) | (3,533 | ) | (2,533 | ) | (40.0 | ) | Depreciation,
depletion, amortization and impairments | (5,837 | ) | (8,274 | ) | (41.8 | ) |
| 4,241 | | 2,780 | | 4,072 | | (4.0 | ) | Operating profit | 13,428 | | 13,389 | | (0.3 | ) |
| (469 | ) | (325 | ) | (406 | ) | 13.4 | | Finance
income (expense) | (858 | ) | (1,026 | ) | (19.6 | ) |
| 256 | | 306 | | 1,538 | | .. | | Net income from investments | 950 | | 2,932 | | .. | |
| 4,028 | | 2,761 | | 5,204 | | 29.2 | | Profit
before income taxes | 13,520 | | 15,295 | | 13.1 | |
| (2,194 | ) | (2,516 | ) | (2,402 | ) | (9.5 | ) | Income taxes | (7,210 | ) | (8,455 | ) | (17.3 | ) |
| 54.5 | | 91.1 | | 46.2 | | | | Tax
rate (%) | 53.3 | | 55.3 | | | |
| 1,834 | | 245 | | 2,802 | | 52.8 | | Net profit - continuing operations | 6,310 | | 6,840 | | 8.4 | |
| (9 | ) | 128 | | 48 | | .. | | Net
profit - discontinued operations | (2 6 | ) | 307 | | .. | |
| 1,825 | | 373 | | 2,850 | | 56.2 | | Net profit | 6,284 | | 7,147 | | 13.7 | |
| 1,770 | | 227 | | 2,483 | | 40.3 | | Enis
shareholders | 5,571 | | 6,327 | | 13.6 | |
| 1,775 | | 156 | | 2,462 | | 38.7 | | - continuing operations | 5,586 | | 6,162 | | 10.3 | |
| (5 | ) | 71 | | 21 | | .. | | -
discontinued operations | (15 | ) | 165 | | .. | |
| 55 | | 146 | | 367 | | .. | | Non-controlling interest | 713 | | 820 | | 15.0 | |
| 59 | | 89 | | 340 | | .. | | -
continuing operations | 724 | | 678 | | (6.4 | ) |
| (4 | ) | 57 | | 27 | | .. | | - discontinued operations | (11 | ) | 142 | | .. | |
| 1,775 | | 156 | | 2,462 | | 38.7 | | Net
profit attributable to Enis shareholders | 5,586 | | 6,162 | | 10.3 | |
| (10 | ) | 209 | | (293 | ) | | | Exclusion of inventory holding (gains) losses | (654 | ) | (363 | ) | | |
| (42 | ) | 1,003 | | (392 | ) | | | Exclusion
of special items | 431 | | (189 | ) | | |
| | | | | | | | | of which: | | | | | | |
| | | | | | | | | -
Non-recurring income (charges) | 69 | | | | | |
| (42 | ) | 1,003 | | (392 | ) | | | - Other special income (charges) | 362 | | (189 | ) | | |
| 1,723 | | 1,368 | | 1,777 | | 3.1 | | Adjusted
net profit attributable to Enis shareholders -
continuing operations (a) | 5,363 | | 5,610 | | 4.6 | |

(a) For a detailed explanation of adjusted operating profit and adjusted net profit see the paragraph "Reconciliation of reported operating profit and reported net profit to results on an adjusted basis".

(9) In the circumstances of discontinued operations, the International Financial Reporting Standards requires that the profits earned by continuing and discontinued operations are those deriving from transactions external to the Group. Therefore, profits earned by the discontinued operations, in this case the Snam operations, on sales to the continuing operations are eliminated on consolidation from the discontinued operations and attributed to the continuing operations and vice versa. This representation does not indicate the profits earned by continuing or Snam operations, as if they were standalone entities, for past periods or likely to be earned in future periods. Results attributable to individual segments are not affected by this representation as reported at the paragraph "Reconciliation of reported operating profit and reported net profit to results on an adjusted basis".

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NON-GAAP measures

Reconciliation of reported operating profit and reported net profit to results on an adjusted basis Management evaluates Group and business performance on the basis of adjusted operating profit and adjusted net profit, which are arrived at by excluding inventory holding gains or losses, special items and, in determining the business segments adjusted results, finance charges on finance debt and interest income. The adjusted operating profit of each business segment reports gains and losses on derivative financial instruments entered into to manage exposure to movements in foreign currency exchange rates which impact industrial margins and translation of commercial payables and receivables. Accordingly also currency translation effects recorded through profit and loss are reported within business segments adjusted operating profit. The taxation effect of the items excluded from adjusted operating or net profit is determined based on the specific rate of taxes applicable to each of them. The Italian statutory tax rate is applied to finance charges and income (38% is applied to charges recorded by companies in the energy sector, whilst a tax rate of 27.5% is applied to all other companies). Adjusted operating profit and adjusted net profit are non-GAAP financial measures under either IFRS, or US GAAP. Management includes them in order to facilitate a comparison of base business performance across periods, and to allow financial analysts to evaluate Enis trading performance on the basis of their forecasting models.

The following is a description of items that are excluded from the calculation of adjusted results.

Inventory holding gain or loss is the difference between the cost of sales of the volumes sold in the period based on the cost of supplies of the same period and the cost of sales of the volumes sold calculated using the weighted average cost method of inventory accounting.

Special items include certain significant income or charges pertaining to either: (i) infrequent or unusual events and transactions, being identified as non-recurring items under such circumstances; (ii) certain events or transactions which are not considered to be representative of the ordinary course of business, as in the case of environmental provisions, restructuring charges, asset impairments or write ups and gains or losses on divestments even though they occurred in past periods or are likely to occur in future ones; or (iii) exchange rate differences and derivatives relating to industrial activities and commercial payables and receivables, particularly exchange rate derivatives to manage commodity pricing formulas which are quoted in a currency other than the functional currency. Those items are reclassified in operating profit with a corresponding adjustment to net finance charges, notwithstanding the handling of foreign currency exchange risks is made centrally by netting off naturally-occurring opposite positions and then dealing with any residual risk exposure in the exchange rate market. As provided for in Decision No. 15519 of July 27, 2006 of the Italian market regulator (CONSOB), non recurring material income or charges are to be clearly reported in the managements discussion and financial tables. Also, special items include gains and losses on re-measurement at fair value of certain non hedging commodity derivatives, including the ineffective portion of cash flow hedges and certain derivatives financial instruments embedded in the pricing formula of long-term gas supply agreements of the Exploration & Production division.

Finance charges or income related to net borrowings excluded from the adjusted net profit of business segments are comprised of interest charges on finance debt and interest income earned on cash and cash equivalents not related to operations. Therefore, the adjusted net profit of business segments includes finance charges or income deriving from certain segment-operated assets, i.e., interest income on certain receivable financing and securities related to operations and finance charge pertaining to the accretion of certain provisions recorded on a discounted basis (as in the case of the asset retirement obligations in the Exploration & Production division). Finance charges or interest income and related taxation effects excluded from the adjusted net profit of the business segments are allocated on the aggregate Corporate and financial companies.

For a reconciliation of adjusted operating profit and adjusted net profit to reported operating profit and reported net profit see tables below.

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| (euro
million) | |
| --- | --- |
| Nine
Months 2012 | |
| OTHER ACTIVITIES (a) | DISCONTINUED
OPERATIONS |

Exploration & Production Gas & Power (a) Refining & Marketing Chemicals Engineering & Construction Corporate and financial companies Snam Other activities Impact of unrealized intragroup profit elimination GROUP Snam Consolidation adjustments Total CONTINUING OPERATIONS

Reported operating profit	13,904		(1,406	)	(224	)	(360	)	1,127		(256	)	1,676		(194	)	10		14,277		(1,676	)	788		(888	)	13,389
Exclusion
of inventory holding (gains) losses			(187	)	(322	)	(26	)									(42	)	(577	)							(577	)
Exclusion of special items:
environmental charges			(3	)	14		1						71		34				117		(71	)			(71	)	46
asset impairments	92		849		201		8		21						2				1,173								1,173
gains on disposal of assets	(413	)	(4	)	1								(22	)	(12	)			(450	)	22				22		(428	)
risk provisions			986		(13	)					3				4				980								980
provision for redundancy incentives	8		4		26		14		2		9		2		1				66		(2	)			(2	)	64
re-measurement gains/losses on commodity derivatives	2								(2	)
exchange differences and derivatives	(13	)	67		(13	)	(5	)											36								36
other	76		7		11						(2	)			21				113								113
Special
items of operating profit	(248	)	1,906		227		18		21		10		51		50				2,035		(51	)			(51	)	1,984
Adjusted operating profit	13,656		313		(319	)	(368	)	1,148		(246	)	1,727		(144	)	(32	)	15,735		(1,727	)	788		(939	)	14,796
Net
finance (expense) income (b)	(189	)	25		(2	)	(1	)			(728	)	(51	)	(20	)			(966	)	51				51		(915	)
Net income from investments (b)	476		238		55		1		34		29		38						871		(38	)			(38	)	833
Income
taxes (b)	(8,311	)	(17	)	64		101		(327	)	176		(712	)			11		(9,015	)	712		(123	)	589		(8,426	)
Tax rate (%)	59.6		..		..				27.7				41.5						57.6								57.3
Adjusted
net profit	5,632		559		(202	)	(267	)	855		(769	)	1,002		(164	)	(21	)	6,625		(1,002	)	665		(337	)	6,288
of which:
- Adjusted
net profit of non-controlling interest																			820						(142	)	678
- Adjusted net profit attributable to
Enis shareholders																			5,805						(195	)	5,610
Reported
net profit attributable to Enis shareholder																			6,327						(165	)	6,162
Exclusion of inventory holding (gains) losses																			(363	)							(363	)
Exclusion
of special items																			(159	)					(30	)	(189	)
Adjusted net profit attributable to
Enis shareholders																			5,805						(195	)	5,610

| (a) | Following the
announced divestment plan, Snam results are reclassified
from the "Gas & Power" reporting segment to
"Other activities" and accounted as
discontinued operations. |
| --- | --- |
| (b) | Excluding
special items. |

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| (euro
million) | |
| --- | --- |
| Nine
Months 2011 | |
| OTHER ACTIVITIES (a) | DISCONTINUED
OPERATIONS |

Reported operating profit	11,718		(129	)	408		(127	)	1,024		(273	)	1,561		(244	)	14		13,952		(1,561	)	1,037		(524	)	13,428
Exclusion
of inventory holding (gains) losses			(117	)	(772	)	(88	)											(977	)							(977	)
Exclusion of special items:
of
which:
Non-recurring (income) charges							10								59				69								69
Other
special (income) charges:	144		71		93		83		29		26		27		28				501		(27	)			(27	)	474
environmental charges					33								4		26				63		(4	)			(4	)	59
asset impairments	141				51		79		24				(8	)	10				297		8				8		305
gains on disposal of assets	(28	)			(8	)			4				5		(2	)			(29	)	(5	)			(5	)	(34	)
risk provisions					5						(10	)	21		(1	)			15		(21	)			(21	)	(6	)
provision for redundancy incentives	15		3		10		4		2		13		5		2				54		(5	)			(5	)	49
re-measurement gains/losses on commodity derivatives	31		208		(4	)			(1	)									234								234
exchange differences and derivatives	(15	)	(148	)	(7	)													(170	)							(170	)
other			8		13						23				(7	)			37								37
Special items of operating profit	144		71		93		93		29		26		27		87				570		(27	)			(27	)	543
Adjusted
operating profit	11,862		(175	)	(271	)	(122	)	1,053		(247	)	1,588		(157	)	14		13,545		(1,588	)	1,037		(551	)	12,994
Net finance (expense) income (b)	(173	)	36								(553	)	19		4				(667	)	(19	)			(19	)	(686	)
Net income
from investments (b)	448		267		59		1		79				37						891		(37	)			(37	)	854
Income taxes (b)	(6,974	)	48		76		36		(321	)	198		(687	)			(3	)	(7,627	)	687		(135	)	552		(7,075	)
Tax
rate (%)	57.5		..		..				28.4				41.8						55.4								53.8
Adjusted net profit	5,163		176		(136	)	(85	)	811		(602	)	957		(153	)	11		6,142		(957	)	902		(55	)	6,087
- Adjusted
net profit of non-controlling interest																			713						11		724
- Adjusted net profit attributable to
Enis shareholders																			5,429						(66	)	5,363
Reported
net profit attributable to Enis shareholders																			5,571						15		5,586
Exclusion of inventory holding (gains) losses																			(654	)							(654	)
Exclusion
of special items:																			512						(81	)	431
- non-recurring (income) charges																			69								69
- other
special (income) charges																			443						(81	)	362
Adjusted net profit attributable to
Enis shareholders																			5,429						(66	)	5,363

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| (euro
million) | |
| --- | --- |
| Third
Quarter 2012 | |
| OTHER ACTIVITIES (a) | DISCONTINUED
OPERATIONS |

Reported operating profit	4,361		(764	)	454		(130	)	387		(69	)	602		(48	)	(411	)	4,382		(602	)	292		(310	)	4,072
Exclusion
of inventory holding (gains) losses			(314	)	(428	)	(44	)									295		(491	)							(491	)
Exclusion of special items:
environmental charges					7								60						67		(60	)			(60	)	7
asset impairments	1				8														9								9
gains on disposal of assets	(62	)	(3	)					(1	)			(19	)	(1	)			(86	)	19				19		(67	)
risk provisions			909								3								912								912
provision for redundancy incentives					2		5		1		1		1						10		(1	)			(1	)	9
re-measurement gains/losses on commodity derivatives	1								(1	)
exchange differences and derivatives	1		(133	)	2		(4	)											(134	)							(134	)
other	29		1		6										8				44								44
Special
items of operating profit	(30	)	774		25		1		(1	)	4		42		7				822		(42	)			(42	)	780
Adjusted operating profit	4,331		(304	)	51		(173	)	386		(65	)	644		(41	)	(116	)	4,713		(644	)	292		(352	)	4,361
Net
finance (expense) income (b)	(61	)	16								(81	)	(60	)					(186	)	60				60		(126	)
Net income from investments (b)	234		51		38				12		29		15						379		(15	)			(15	)	364
Income
taxes (b)	(2,580	)	171		(38	)	49		(95	)	(6	)	(266	)			48		(2,717	)	266		(31	)	235		(2,482	)
Tax rate (%)	57.3		..		42.7				23.9				44.4						55.4								54.0
Adjusted
net profit	1,924		(66	)	51		(124	)	303		(123	)	333		(41	)	(68	)	2,189		(333	)	261		(72	)	2,117
of which:
- Adjusted
net profit of non-controlling interest																			367						(27	)	340
- Adjusted net profit attributable to
Enis shareholders																			1,822						(45	)	1,777
Reported
net profit attributable to Enis shareholders																			2,483						(21	)	2,462
Exclusion of inventory holding (gains) losses																			(293	)							(293	)
Exclusion
of special items																			(368	)					(24	)	(392	)
Adjusted net profit attributable to
Enis shareholders																			1,822						(45	)	1,777

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| (euro
million) | |
| --- | --- |
| Third
Quarter 2011 | |
| OTHER ACTIVITIES (a) | DISCONTINUED
OPERATIONS |

Reported operating profit	3,919		(170	)	32		(122	)	304		(85	)	508		)	197		4,504		(508	)	245		(263	)	4,241
Exclusion
of inventory holding (gains) losses			(64	)	(35	)	31											(68	)							(68	)
Exclusion of special items:
environmental charges					7									14				21								21
asset impairments					13		9		10					8				40								40
gains on disposal of assets					1				1					(2	)
risk provisions											(10	)	21					11		(21	)			(21	)	(10	)
provision for redundancy incentives	11		1		2		2		1		1		1	1				20		(1	)			(1	)	19
re-measurement gains/losses on commodity derivatives	1		54		2				17									74								74
exchange differences and derivatives	(22	)	(18	)	(24	)	3											(61	)							(61	)
other			1		4									6				11								11
Special
items of operating profit	(10	)	38		5		14		29		(9	)	22	27				116		(22	)			(22	)	94
Adjusted operating profit	3,909		(196	)	2		(77	)	333		(94	)	530	(52	)	197		4,552		(530	)	245		(285	)	4,267
Net
finance (expense) income (b)	(57	)	10								(361	)	7					(401	)	(7	)			(7	)	(408	)
Net income from investments (b)	36		75		21				70				10					212		(10	)			(10	)	202
Income
taxes (b)	(2,247	)	99		5		22		(128	)	137		(330	)		(71	)	(2,513	)	330		(96	)	234		(2,279	)
Tax rate (%)	57.8		..		..				31.8				60.3					57.6								56.1
Adjusted
net profit	1,641		(12	)	28		(55	)	275		(318	)	217	(52	)	126		1,850		(217	)	149		(68	)	1,782
of which:
- Adjusted
net profit of non-controlling interest																		55						4		59
- Adjusted net profit attributable to
Enis shareholders																		1,795						(72	)	1,723
Reported
net profit attributable to Enis shareholders																		1,770						5		1,775
Exclusion of inventory holding (gains) losses																		(10	)							(10	)
Exclusion
of special items																		35						(77	)	(42	)
Adjusted net profit attributable to
Enis shareholders																		1,795						(72	)	1,723

29 -

Table of Contents

| (euro
million) | |
| --- | --- |
| Second
Quarter 2012 | |
| OTHER ACTIVITIES (a) | DISCONTINUED
OPERATIONS |

Reported operating profit	4,453		(1,558	)	(789	)	(134	)	364		(103	)	505		(107	)	430		3,061		(505	)	224		(281	)	2,780
Exclusion
of inventory holding (gains) losses			114		464		85										(337	)	326								326
Exclusion of special items:
environmental charges			(3	)	3		1						9		34				44		(9	)			(9	)	35
asset impairments	91		849		182		8		21						2				1,153								1,153
gains on disposal of assets	(339	)			1														(338	)							(338	)
risk provisions			(20	)	(13	)									4				(29	)							(29	)
provision for redundancy incentives	7		4		23		8		1		5		(3	)	1				46		3				3		49
re-measurement gains/losses on commodity derivatives	(20	)							2										(18	)							(18	)
exchange differences and derivatives	(5	)	210		(17	)	6												194								194
other	47		2		2						(2	)			9				58								58
Special
items of operating profit	(219	)	1,042		181		23		24		3		6		50				1,110		(6	)			(6	)	1,104
Adjusted operating profit	4,234		(402	)	(144	)	(26	)	388		(100	)	511		(57	)	93		4,497		(511	)	224		(287	)	4,210
Net
finance (expense) income (b)	(65	)	2		(3	)	(1	)			(431	)	4		(20	)			(514	)	(4	)			(4	)	(518	)
Net income from investments (b)	199		81		(5	)	1		21				11						308		(11	)			(11	)	297
Income
taxes (b)	(2,652	)	208		42		3		(127	)	79		(215	)			(39	)	(2,701	)	215		(46	)	169		(2,532	)
Tax rate (%)	60.7		..		..				31.1				40.9						62.9								63.5
Adjusted
net profit	1,716		(111	)	(110	)	(23	)	282		(452	)	311		(77	)	54		1,590		(311	)	178		(133	)	1,457
of which:
- Adjusted
net profit of non-controlling interest																			146						(57	)	89
- Adjusted net profit attributable to
Enis shareholders																			1,444						(76	)	1,368
Reported
net profit attributable to Enis shareholders																			227						(71	)	156
Exclusion of inventory holding (gains) losses																			209								209
Exclusion
of special items																			1,008						(5	)	1,003
- Adjusted net profit attributable to
Enis shareholders																			1,444						(76	)	1,368

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Analysis of Profit and Loss account items of continuing operations Breakdown of special items

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012

						Non-recurring charges (income)	69
						of
which:
						settlement/payments on Antitrust and other
Authorities proceedings	69
94		1,104		780		Other
special items	474		1,984
21		35		7		environmental charges	59		46
40		1,153		9		asset
impairments	305		1,173
		(338	)	(67	)	gains on disposal of assets	(34	)	(428	)
(10	)	(29	)	912		risk
provisions	(6	)	980
19		49		9		provisions for redundancy incentives	49		64
74		(18	)			re-measurement
gains/losses on commodity derivatives	234
(61	)	194		(134	)	exchange differences and derivatives	(170	)	36
11		58		44		other	37		113
94		1,104		780		Special items of operating profit	543		1,984
61		(193	)	280		Net
finance (income) expense	172		111
						of which:
61		(194	)	134		exchange
differences and derivatives	170		(36	)
(51	)	(10	)	(1,174	)	Net income from investments	(26	)	(2,071	)
						of
which:
		(7	)	(309	)	gains on disposal of assets			(1,151	)
				(865	)	gains
on the revaluation of the interest in excess of the
divested assets			(865	)
(146	)	102		(278	)	Income taxes	(258	)	(213	)
						of
which:
(22	)			91		re-allocation of tax impact on Eni SpA
dividends and other special items	49		107
(124	)	102		(369	)	taxes
on special items of operating profit	(307	)	(320	)
(42	)	1,003		(392	)	Total special items of net profit	431		(189	)

Net sales from operations
(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

| 6,933 — 6,742 | | 8,553 — 7,865 | | 8,736 — 7,276 | 7.9 | | Exploration & Production — Gas &
Power | 21,185 — 22,879 | | 26,632 — 27,269 | 19.2 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 13,141 | | 15,295 | | 17,113 | 30.2 | | Refining & Marketing | 37,962 | | 46,614 | 22.8 | |
| 1,604 | | 1,598 | | 1,644 | 2.5 | | Chemicals | 5,148 | | 4,885 | (5.1 | ) |
| 2,901 | | 3,053 | | 3,467 | 19.5 | | Engineering & Construction | 8,606 | | 9,480 | 10.2 | |
| 19 | | 32 | | 16 | (15.8 | ) | Other
activities | 64 | | 77 | 20.3 | |
| 323 | | 354 | | 345 | 6.8 | | Corporate and financial companies | 967 | | 1,009 | 4.3 | |
| (36 | ) | (74 | ) | 8 | | | Impact of
unrealized intragroup profit elimination | (194 | ) | (163 | ) | |
| (6,111 | ) | (6,613 | ) | (7,111 | ) | | Consolidation adjustment | (18,575 | ) | (21,106 | ) | |
| 25,516 | | 30,063 | | 31,494 | 23.4 | | | 78,042 | | 94,697 | 21.3 | |

Operating expenses
(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

18,410	22,840	24,129	31.1	Purchases, services and other	56,214	70,378	25.2
				of
which:
				- non-recurring (income) charges	69
11	6	919		- other
special items	53	1,026
1,076	1,145	1,178	9.5	Payroll and related costs	3,162	3,453	9.2
19	49	9		of
which:
				- provision for redundancy incentives	49	64
19,486	23,985	25,307	29.9		59,376	73,831	24.3

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Depreciation, depletion, amortization and impairments

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

| 1,396 — 101 | | 2,010 — 106 | | 2,121 — 104 | 3.0 | | Exploration & Production — Gas &
Power | 4,423 — 309 | | 5,948 — 309 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 87 | | 83 | | 81 | (6.9 | ) | Refining & Marketing | 262 | | 246 | (6.1 | ) |
| 21 | | 21 | | 22 | 4.8 | | Chemicals | 67 | | 65 | (3.0 | ) |
| 149 | | 150 | | 186 | 24.8 | | Engineering & Construction | 432 | | 502 | 16.2 | |
| 2 | | (1 | ) | | .. | | Other
activities | 2 | | | .. | |
| 19 | | 17 | | 17 | (10.5 | ) | Corporate and financial companies | 54 | | 50 | (7.4 | ) |
| (6 | ) | (6 | ) | (7 | ) | | Impact of
unrealized intragroup profit elimination | (17 | ) | (19 | ) | |
| 1,769 | | 2,380 | | 2,524 | 42.7 | | Total depreciation, depletion and
amortization | 5,532 | | 7,101 | 28.4 | |
| 40 | | 1,153 | | 9 | (77.5 | ) | Impairments | 305 | | 1,173 | .. | |
| 1,809 | | 3,533 | | 2,533 | 40.0 | | | 5,837 | | 8,274 | 41.8 | |

Net income from investments

(euro million) Third quarter of 2012 Exploration & Production Gas & Power Refining & Marketing Engineering & Construction Other activities Group

| Share of gains (losses) from equity-accounted
investments | 134 | | 31 | 34 | 2 | 434 |
| --- | --- | --- | --- | --- | --- | --- |
| Dividends | 344 | 5 | 52 | | 30 | 431 |
| Net gains on disposal | | 28 | | 1 | 288 | 317 |
| Other
income (expense), net | (2 | ) | 52 | | 1,700 | 1,750 |
| | 476 | 266 | 135 | 35 | 2,020 | 2,932 |

Income taxes

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012 Change

83	(1,721	)	510		Profit before income taxes — Italy	1,111	1,060	(51	)
3,945	4,482		4,694		Outside Italy	12,409	14,235	1,826
4,028	2,761		5,204			13,520	15,295	1,775
					Income taxes
96	(236	)	(190	)	Italy	523	108	(415	)
2,098	2,752		2,592		Outside Italy	6,687	8,347	1,660
2,194	2,516		2,402			7,210	8,455	1,245
					Tax rate (%)
..	..		..		Italy	47.1	..	..
53.2	61.4		55.2		Outside Italy	53.9	58.6	4.7
54.5	..		46.2			53.3	55.3	2.0

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Adjusted net profit by division

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

1,641		1,716		1,924		17.2	Exploration & Production	5,163		5,632		9.1
(12	)	(111	)	(66	)	..	Gas &
Power	176		559		..
28		(110	)	51		82.1	Refining & Marketing	(136	)	(202	)	(48.5	)
(55	)	(23	)	(124	)	..	Chemicals	(85	)	(267	)	..
275		282		303		10.2	Engineering & Construction	811		855		5.4
(52	)	(77	)	(41	)	21.2	Other
activities	(153	)	(164	)	(7.2	)
(318	)	(452	)	(123	)	61.3	Corporate and financial companies	(602	)	(769	)	(27.7	)
275		232		193			Impact of
unrealized intragroup profit elimination and other
consolidation adjustment (a)	913		644
1,782		1,457		2,117		18.8		6,087		6,288		3.3
							Attributable
to:
1,723		1,368		1,777		3.1	- Enis shareholders	5,363		5,610		4.6
59		89		340		..	-
Non-controlling interest	724		678		(6.4	)

(a) This item concerned intragroup sales of commodities, services and capital goods recorded in the assets of the purchasing business segment as of end of the period and other consolidation adjustment following the representation of discontinued operations.

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Leverage and net borrowings

Leverage is a measure used by management to assess the Companys level of indebtedness. It is calculated as a ratio of net borrowings - which is calculated by excluding cash and cash equivalents and certain very liquid assets from finance debt to shareholders equity, including non-controlling interest. Management periodically reviews leverage in order to assess the soundness and efficiency of the Group balance sheet in terms of optimal mix between net borrowings and net equity, and to carry out benchmark analysis with industry standards.

(euro million) Dec. 31, 2011 June 30, 2012 Sept. 30, 2012 Change vs. Dec. 31, 2011 Change vs. June 30, 2012

Total debt	29,597		31,954		25,582		(4,015	)	(6,372	)
Short-term
debt	6,495		6,971		6,325		(170	)	(646	)
Long-term debt	23,102		24,983		19,257		(3,845	)	(5,726	)
Cash and
cash equivalents	(1,500	)	(4,640	)	(5,867	)	(4,367	)	(1,227	)
Securities held for non-operating purposes	(37	)	(31	)	(23	)	14		8
Financing
receivables for non-operating purposes	(28	)	(374	)	(75	)	(47	)	299
Net borrowings	28,032		26,909		19,617		(8,415	)	(7,292	)
Shareholders
equity including non-controlling interest	60,393		63,574		64,241		3,848		667
Leverage	0.46		0.42		0.31		(0.15	)	(0.11	)

The ratio of net borrowings to shareholders equity including non-controlling interest - leverage - decreased to 0.31 at September 30, 2012 from 0.46 as of December 31, 2011 reflecting in addition to an increased total equity, the re-financing of intercompany loans due by Snam which third-party finance debt was reported as discontinued operations, thus reducing the Group net debt.

Bonds maturing in the 18-months period starting on September 30, 2012

| (euro
million) | |
| --- | --- |
| Issuing
entity | Amount at September 30, 2012 (a) |
| Eni Finance International SA | 197 |
| Eni SpA | 2,829 |
| | 3,026 |

(a) Amounts include interest accrued and discount on issue.

Bonds issued in the nine months of 2012 (guaranteed by Eni SpA)

Issuing entity Nominal amount (million) Currency Amount at Sept. 30, 2012 (a) (euro million) Maturity Rate %

Eni Finance International SA	70	EUR	70	2032	fixed	4.00
Eni SpA	1,000	EUR	1,022	2020	fixed	4.25
Eni SpA	750	EUR	752	2019	fixed	3.75
			1,844

(a) Amounts include interest accrued and discount on issue.

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Discontinued operations

Main financial data of discontinued operations are provided below.

Snam - Results of operations and liquidity from third-party transactions

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

599		643		575		(4.0	)	Net sales from operations	1,447		1,886	30.3
(336	)	(362	)	(265	)	(21.1	)	Operating
expenses	(923	)	(998	)	(8.1	)
263		281		310		17.9		Operating profit	524		888	69.5
7		4		(60	)	..		Finance
income (expense)	19		(51	)	..
280		296		265		(5.4	)	Profit before income taxes	580		875	50.9
(289	)	(168	)	(217	)	24.9		Income
taxes	(606	)	(568	)	6.3
(9	)	128		48		..		Net profit	(26	)	307	..
								of
which:
(5	)	71		21		..		- Enis shareholders	(15	)	165	..
(4	)	57		27		..		-
Non-controlling interest	(11	)	142		..
		0.02		0.01				Net profit per share			0.05	..
		1,512		9,904		..		Net
borrowings	(59	)	11,416		..
47		8		(67	)	..		Cash provided by operating activities	253		15	(94.1	)
(304	)	(308	)	(383	)	(26.0	)	Cash
provided by investing activities	(1,053	)	(1,044	)	0.9
(2	)	1,290		9,882		..		Cash provided by financing activities	(206	)	11,172	..
361		254		263		(27.1	)	Capital
expenditure	1,018		756		(25.7	)

Snam - Results of operations and liquidity from third-party and intercompany transactions

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

924		894		891		(3.6	)	Net sales from operations	2,718		2,754	1.3
(416	)	(389	)	(289	)	30.5		Operating
expenses	(1,157	)	(1,078	)	6.8
508		505		602		18.5		Operating profit	1,561		1,676	7.4
(207	)	(119	)	(142	)	31.4		Finance
income (expense)	(337	)	(376	)	(11.6	)
311		397		475		52.7		Profit before income taxes	1,261		1,338	6.1
(289	)	(168	)	(217	)	24.9		Income
taxes	(606	)	(568	)	6.3
22		229		258		..		Net profit	655		770	17.6
								of
which:
12		127		130		..		- Enis shareholders	363		414	14.0
10		102		128		..		-
Non-controlling interest	292		356		21.9
		0.04		0.04				Net profit per share	0.10		0.11	10.0
(56	)	792		713		..		Net
borrowings	10,615		12,447		17.3
356		(6	)	(225	)	..		Cash provided by operating activities	1,258		412	(67.2	)
(290	)	(315	)	(394	)	(35.9	)	Cash
provided by investing activities	(1,114	)	(1,070	)	3.9
(70	)	335		611		..		Cash provided by financing activities	(174	)	663	..
361		254		263		(27.1	)	Capital
expenditure	1,018		756		(25.7	)

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Table of Contents

GROUP BALANCE SHEET

(euro million) Dec. 31, 2011 June 30, 2012 Sept. 30, 2012

ASSETS
Current
assets
Cash and cash equivalents	1,500		4,640	5,867
Other
financial assets available for sale	262		241	237
Trade and other receivables	24,595		24,605	25,352
Inventories	7,575		7,900	9,435
Current tax assets	549		307	631
Other
current tax assets	1,388		1,057	1,258
Other current assets	2,326		1,944	1,800
	38,195		40,694	44,580
Non-current assets
Property,
plant and equipment	73,578		64,188	63,865
Inventory - compulsory stock	2,433		2,431	2,504
Intangible
assets	10,950		6,021	6,102
Equity-accounted investments	5,843		6,549	4,443
Other
investments	399		309	3,483
Other financial assets	1,578		1,315	1,331
Deferred
tax assets	5,514		5,067	4,544
Other non-current receivables	4,225		3,942	4,420
	104,520		89,822	90,692
Discontinued operations and assets held for
sale	230		19,999	20,327
TOTAL
ASSETS	142,945		150,515	155,599
LIABILITIES AND SHAREHOLDERS EQUITY
Current
liabilities
Short-term debt	4,459		3,947	3,199
Current
portion of long-term debt	2,036		3,024	3,126
Trade and other payables	22,912		19,873	22,032
Income
taxes payable	2,092		1,839	1,972
Other taxes payable	1,896		2,805	2,591
Other
current liabilities	2,237		2,027	1,510
	35,632		33,515	34,430
Non-current
liabilities
Long-term debt	23,102		24,983	19,257
Provisions
for contingencies	12,735		13,300	13,660
Provisions for employee benefits	1,039		970	988
Deferred
tax liabilities	7,120		6,954	5,922
Other non-current liabilities	2,900		2,374	2,229
	46,896		48,581	42,056
Liabilities directly associated with
discontinued operations and assets held for sale	24		4,845	14,872
TOTAL
LIABILITIES	82,552		86,941	91,358
SHAREHOLDERS EQUITY
Non-controlling
interest	4,921		5,029	5,413
Eni shareholders equity:
Share
capital	4,005		4,005	4,005
Reserve related to the fair value of cash flow
hedging derivatives net of tax effect	49		33	(41	)
Other
reserves	53,195		57,415	50,493
Treasury shares	(6,753	)	(6,752	)
Interim
dividend	(1,884	)		(1,956	)
Net profit	6,860		3,844	6,327
Total
Eni shareholders equity	55,472		58,545	58,828
TOTAL SHAREHOLDERS EQUITY	60,393		63,574	64,241
TOTAL
LIABILITIES AND SHAREHOLDERS EQUITY	142,945		150,515	155,599

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Table of Contents

GROUP PROFIT AND LOSS ACCOUNT

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012

| 25,516 | | 30,063 | | 31,494 | | REVENUES — Net sales
from operations | 78,042 | | 94,697 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 54 | | 515 | | 228 | | Other income and revenues | 645 | | 979 | |
| 25,570 | | 30,578 | | 31,722 | | Total
revenues | 78,687 | | 95,676 | |
| | | | | | | OPERATING EXPENSES | | | | |
| 18,410 | | 22,840 | | 24,129 | | Purchases,
services and other | 56,214 | | 70,378 | |
| | | | | | | - of which non-recurrent (income) expense | 69 | | | |
| 1,076 | | 1,145 | | 1,178 | | Payroll
and related costs | 3,162 | | 3,453 | |
| (34 | ) | (280 | ) | 190 | | OTHER OPERATING (CHARGE) INCOME | (46 | ) | (182 | ) |
| 1,809 | | 3,533 | | 2,533 | | DEPRECIATION,
DEPLETION, AMORTIZATION AND IMPAIRMENTS | 5,837 | | 8,274 | |
| 4,241 | | 2,780 | | 4,072 | | OPERATING PROFIT | 13,428 | | 13,389 | |
| | | | | | | FINANCE
INCOME (EXPENSE) | | | | |
| 1,760 | | 3,873 | | (129 | ) | Finance income | 4,617 | | 6,081 | |
| (2,156 | ) | (4,037 | ) | (244 | ) | Finance
expense | (5,627 | ) | (6,874 | ) |
| (73 | ) | (161 | ) | (33 | ) | Derivative financial instruments | 152 | | (233 | ) |
| (469 | ) | (325 | ) | (406 | ) | | (858 | ) | (1,026 | ) |
| | | | | | | INCOME (EXPENSE) FROM INVESTMENTS | | | | |
| 188 | | 165 | | 92 | | Share of
profit (loss) of equity-accounted investments | 443 | | 434 | |
| 68 | | 141 | | 1,446 | | Other gain (loss) from investments | 507 | | 2,498 | |
| 256 | | 306 | | 1,538 | | | 950 | | 2,932 | |
| 4,028 | | 2,761 | | 5,204 | | PROFIT BEFORE INCOME TAXES | 13,520 | | 15,295 | |
| (2,194 | ) | (2,516 | ) | (2,402 | ) | Income
taxes | (7,210 | ) | (8,455 | ) |
| 1,834 | | 245 | | 2,802 | | Net profit - continuing operations | 6,310 | | 6,840 | |
| (9 | ) | 128 | | 48 | | Net
profit - discontinued operations | (26 | ) | 307 | |
| 1,825 | | 373 | | 2,850 | | Net profit | 6,284 | | 7,147 | |
| | | | | | | Enis
shareholders | | | | |
| 1,775 | | 156 | | 2,462 | | - continuing operations | 5,586 | | 6,162 | |
| (5 | ) | 71 | | 21 | | -
discontinued operations | (15 | ) | 165 | |
| 1,770 | | 227 | | 2,483 | | | 5,571 | | 6,327 | |
| | | | | | | Non-controlling
interest | | | | |
| 59 | | 89 | | 340 | | - continuing operations | 724 | | 678 | |
| (4 | ) | 57 | | 27 | | -
discontinued operations | (11 | ) | 142 | |
| 55 | | 146 | | 367 | | | 713 | | 820 | |
| | | | | | | Net
profit per share (euro per
share) | | | | |
| 0.49 | | 0.06 | | 0.69 | | - basic | 1.54 | | 1.75 | |
| 0.49 | | 0.06 | | 0.69 | | - diluted | 1.54 | | 1.75 | |
| | | | | | | Net profit from continuing operations per
share (euro per share) | | | | |
| 0.49 | | 0.04 | | 0.68 | | - basic | 1.54 | | 1.70 | |
| 0.49 | | 0.04 | | 0.68 | | - diluted | 1.54 | | 1.70 | |

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Table of Contents

COMPREHENSIVE INCOME

(euro million)

Nine Months 2011 Nine Months 2012

Net profit	6,284		7,147
Other
items of comprehensive income:
- foreign currency translation differences	(299	)	89
- fair
value evaluation of Enis interest in Galp			432
- change in the fair value of cash flow
hedging derivatives	290		(66	)
-
change in the fair value of available-for-sale securities	(5	)	5
- share of " Other comprehensive
income " on equity-accounted entities	5		13
-
taxation	(104	)	24
	(113	)	497
Total
comprehensive income	6,171		7,644
Attributable to:
-
Enis shareholders	5,466		6,818
- Non-controlling interest	705		826
	6,171		7,644

CHANGES IN SHAREHOLDERS EQUITY

(euro million)

| Shareholders equity at December 31,
2011 — Total
comprehensive income | 7,644 | |
| --- | --- | --- |
| Dividends distributed to Enis shareholders | (3,840 | ) |
| Dividends
distributed by consolidated subsidiaries | (583 | ) |
| Gain on the divestment of 5% stake of Eni in
Snam | 368 | |
| Impact of
Snam divestment on non-controlling interest | 237 | |
| Sale of treasury shares of Saipem | 29 | |
| Other
changes | (7 | ) |
| Total changes | | 3,848 |
| Shareholders
equity at September 30, 2012: | | 64,241 |
| Attributable to: | | |
| -
Enis shareholders | | 58,828 |
| - Non-controlling interest | | 5,413 |

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Table of Contents

GROUP CASH FLOW STATEMENT

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012

1,834		245		2,802		Net profit - continuing operations	6,310		6,840
						Adjustments
to reconcile net profit to net cash provided by operating
activities:
1,769		2,380		2,524		Depreciation, depletion and amortization	5,532		7,101
40		1,153		9		Impairments
of tangible and intangible assets, net	305		1,173
(188	)	(165	)	(92	)	Share of loss of equity-accounted investments	(443	)	(434	)
(53	)	(347	)	(369	)	Gain on
disposal of assets, net	(87	)	(739	)
(15	)	(132	)	(275	)	Dividend income	(452	)	(431	)
(36	)	(11	)	(42	)	Interest
income	(85	)	(90	)
218		199		220		Interest expense	578		640
2,194		2,516		2,402		Income
taxes	7,210		8,455
304		(13	)	(891	)	Other changes	262		(1,789	)
						Changes in
working capital:
(943	)	(275	)	(1,648	)	- inventories	(1,783	)	(2,269	)
(370	)	3,487		(1,044	)	- trade
receivables	1,610		(439	)
100		(846	)	1,294		- trade payables	(1,403	)	196
(120	)	247		345		-
provisions for contingencies	(140	)	676
(379	)	(1,261	)	(655	)	- other assets and liabilities	(61	)	(165	)
(1,712	)	1,352		(1,708	)	Cash
flow from changes in working capital	(1,777	)	(2,001	)
(1	)	19		12		Net change in the provisions for employee
benefits	(13	)	28
281		295		186		Dividends
received	697		660
46		13		28		Interest received	50		53
(141	)	(252	)	(85	)	Interest
paid	(696	)	(627	)
(1,978	)	(3,033	)	(2,812	)	Income taxes paid, net of tax receivables
received	(6,439	)	(8,590	)
2,562		4,219		1,909		Net
cash provided from operating activities - continuing
operations	10,952		10,249
47		8		(67	)	Net cash provided from operating activities -
discontinued operations	253		15
2,609		4,227		1,842		Net
cash provided from operating activities	11,205		10,264
						Investing activities:
(2,607	)	(2,674	)	(2,751	)	- tangible
assets	(8,478	)	(7,837	)
(322	)	(595	)	(736	)	- intangible assets	(1,066	)	(1,790	)
						-
consolidated subsidiaries and businesses	(22	)	(178	)
(92	)	(61	)	(207	)	- investments	(198	)	(335	)
(14	)	(7	)	(2	)	-
securities	(54	)	(2	)
33		(384	)	243		- financing receivables	(587	)	(365	)
157		29		(87	)	- change
in payables and receivables in relation to investments
and capitalized depreciation	217		(392	)
(2,845	)	(3,692	)	(3,540	)	Cash flow from investments	(10,188	)	(10,899	)
						Disposals:
5		704		112		- tangible assets	90		839
17		1		31		-
intangible assets	25		61
167		(2	)			- consolidated subsidiaries and businesses	168		(2	)
42		19		759		-
investments	51		778
64		16				- securities	116		32
(14	)	79		56		-
financing receivables	504		388
40		(379	)	69		- change in payables and receivables in relation
to disposals	150		(292	)
321		438		1,027		Cash
flow from disposals	1,104		1,804
(2,524	)	(3,254	)	(2,513	)	Net cash used in investing activities (*)	(9,084	)	(9,095	)

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Table of Contents

GROUP CASH FLOW STATEMENT (continued)

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012

| 913 — 162 | | 4,169 — (139 | ) | 5,677 — (3,022 | ) | Proceeds from long-term debt — Repayments
of long-term debt | 3,963 — (895 | ) | 10,489 — (3,703 | ) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 745 | | (91 | ) | 618 | | Increase (decrease) in short-term debt | (1,135 | ) | 64 | |
| 1,820 | | 3,939 | | 3,273 | | | 1,933 | | 6,850 | |
| | | | | | | Net capital contributions by non-controlling
interest | 27 | | | |
| 2 | | | | 7 | | Net
acquisition of treasury shares different from Eni SpA | 15 | | 29 | |
| | | 1 | | 609 | | Acquisition of additional interests in
consolidated subsidiaries | (8 | ) | 605 | |
| (1,884 | ) | (1,884 | ) | (1,956 | ) | Dividends
paid to Enis shareholders | (3,695 | ) | (3,840 | ) |
| | | (391 | ) | (24 | ) | Dividends paid to non-controlling interests | (397 | ) | (438 | ) |
| (62 | ) | 1,665 | | 1,909 | | Net
cash used in financing activities | (2,125 | ) | 3,206 | |
| | | (6 | ) | 2 | | Effect of change in consolidation
(inclusion/exclusion of significant/insignificant
subsidiaries) | (7 | ) | (4 | ) |
| 44 | | 18 | | (13 | ) | Effect of
exchange rate changes on cash and cash equivalents and
other changes | 3 | | (4 | ) |
| 67 | | 2,650 | | 1,227 | | Net cash flow for the period | (8 | ) | 4,367 | |
| 1,474 | | 1,990 | | 4,640 | | Cash
and cash equivalents - beginning of the period | 1,549 | | 1,500 | |
| 1,541 | | 4,640 | | 5,867 | | Cash and cash equivalents - end of the period | 1,541 | | 5,867 | |

(*)
(euro
million)

Third Quarter 2011		Second Quarter 2012		Third Quarter 2012			Nine Months 2011		Nine Months 2012
						Financing investments:
(2	)	(7	)	(2	)	-
securities	(26	)	(2	)
43		(338	)	293		- financing receivables			(57	)
41		(345	)	291			(26	)	(59	)
						Disposal of financing investments:
70		7		9		-
securities	70		16
(32	)	4		(1	)	- financing receivables	15		6
38		11		8			85		22
79		(334	)	299		Net cash flows from financing activities	59		(37	)

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Table of Contents

SUPPLEMENTAL INFORMATION

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012

| | | | | Effect of investment of companies included in
consolidation and businesses | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | Current
assets | | | 108 | |
| | | (15 | ) | Non-current assets | 22 | | 171 | |
| | | | | Net
borrowings | | | 46 | |
| | | 15 | | Current and non-current liabilities | | | (99 | ) |
| | | | | Net
effect of investments | 22 | | 226 | |
| | | | | Purchase price | 22 | | 226 | |
| | | | | less: | | | | |
| | | | | Cash and cash equivalents | | | (48 | ) |
| | | | | Cash
flow on investments | 22 | | 178 | |
| | | | | Effect of disposal of consolidated
subsidiaries and businesses | | | | |
| 21 | | 1 | | Current
assets | 21 | | 1 | |
| 117 | | 1 | | Non-current assets | 118 | | 1 | |
| 23 | | 5 | | Net
borrowings | 23 | | 5 | |
| (21 | ) | (8 | ) | Current and non-current liabilities | (21 | ) | (8 | ) |
| 140 | | (1 | ) | Net
effect of disposals | 141 | | (1 | ) |
| 50 | | 2 | | Gains on disposal | 50 | | 2 | |
| | | (1 | ) | Non-controlling
interest | | | (1 | ) |
| 190 | | | | Selling price | 191 | | | |
| | | | | less: | | | | |
| (23 | ) | (2 | ) | Cash and cash equivalents | (23 | ) | (2 | ) |
| 167 | | (2 | ) | Cash
flow on disposals | 168 | | (2 | ) |

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Table of Contents

CAPITAL EXPENDITURE

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

2,026		2,437	2,710			Exploration & Production	6,745	7,165	6.2
		27	1			-
acquisition of proved and unproved properties	757	28	(96.3	)
196		468	621	..		- exploration	685	1,447	..
1,810		1,921	2,059	13.8		-
development	5,242	5,627	7.3
20		21	29	45.0		- other expenditure	61	63	3.3
50		53	43	(14.0	)	Gas &
Power	118	128	8.5
49		47	42	(14.3	)	- Marketing	112	120	7.1
1		6	1			-
International transport	6	8	33.3
191		166	192	0.5		Refining & Marketing	507	482	(4.9	)
137		126	133	(2.9	)	-
Refinery, supply and logistics	386	361	(6.5	)
53		33	49	(7.5	)	- Marketing	114	96	(15.8	)
1		7	10	..		- other	7	25	..
49		37	35	(28.6	)	Chemicals	164	101	(38.4	)
254		231	229	(9.8	)	Engineering
& Construction	805	775	(3.7	)
9		3	2	(77.8	)	Other activities	12	10	(16.7	)
18		31	29	61.1		Corporate
and financial companies	80	83	3.8
(29	)	57	(16	)		Impact of unrealized intragroup profit
elimination	95	127
2,568		3,015	3,224	25.5			8,526	8,871	4.0

In the first nine months of 2012, capital expenditure of the continuing operations amounted to euro 8,871 million (euro 8,526 million in the first nine months of 2011) relating mainly to:

| - | development activities
deployed mainly in Norway, the United States, Congo,
Kazakhstan, Italy, Angola and Egypt, and exploratory
activities of which 97% was spent outside Italy,
primarily in Mozambique, Liberia, Ghana, Indonesia,
Nigeria, Egypt and the United States; |
| --- | --- |
| - | upgrading of the fleet used
in the Engineering & Construction division (euro 775
million); |
| - | refining, supply and
logistics with projects designed to improve the
conversion rate and flexibility of refineries(euro 361
million), in particular at Sannazzaro refinery, as well
as upgrading and rebranding of the refined product retail
network (euro 96 million); |
| - | initiatives to improve
flexibility of the combined cycle power plants (euro 73
million). |

EXPLORATION & PRODUCTION CAPITAL EXPENDITURE BY GEOGRAPHIC AREA

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 % Ch. 3 Q. 12 vs. 3 Q. 11 Nine Months 2011 Nine Months 2012 % Ch.

232	197	194	(16.4	)	Italy	594	551	(7.2	)
426	501	556	30.5		Rest of
Europe	1,125	1,523	35.4
318	340	310	(2.5	)	North Africa	1,156	922	(20.2	)
470	774	896	90.6		Sub-Saharan
Africa	2,072	2,243	8.3
210	177	175	(16.7	)	Kazakhstan	682	516	(24.3	)
150	207	291	94.0		Rest of
Asia	381	602	58.0
213	235	246	15.5		America	642	754	17.4
7	6	42	..		Australia
and Oceania	93	54	(41.9	)
2,026	2,437	2,710	33.8			6,745	7,165	6.2

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Table of Contents

Exploration & Production

PRODUCTION OF OIL AND NATURAL GAS BY REGION

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012

| 1,473 | 1,656 | 1,718 | Production of oil and natural gas (a)
(b) (c) | (kboe/d) | 1,548 | 1,686 |
| --- | --- | --- | --- | --- | --- | --- |
| 193 | 187 | 187 | Italy | | 184 | 188 |
| 203 | 173 | 162 | Rest of Europe | | 216 | 180 |
| 367 | 573 | 593 | North
Africa | | 418 | 578 |
| 364 | 333 | 387 | Sub-Saharan Africa | | 106 | 102 |
| 96 | 106 | 90 | Kazakhstan | | 109 | 123 |
| 103 | 128 | 128 | Rest of Asia | | 125 | 125 |
| 121 | 120 | 135 | America | | 25 | 38 |
| 26 | 36 | 36 | Australia and Oceania | | | |
| 1,473 | 1,647 | 1,709 | Production
of oil and natural gas net of updating the natural gas
conversion rate | | 1,548 | 1,677 |
| 130.0 | 144.6 | 150.5 | Production sold (a) | (mmboe) | 404.8 | 444.3 |
| 130.0 | 143.9 | 149.8 | Production
sold net of updating the natural gas conversion rate (a) | (mmboe) | 404.8 | 442.1 |

PRODUCTION OF LIQUIDS BY REGION

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012

793	856	891	Production of liquids (a)	828	871
70	63	61	Italy	63	63
114	92	85	Rest of Europe	120	96
177	260	275	North
Africa	201	264
272	244	265	Sub-Saharan Africa	274	251
60	64	56	Kazakhstan	65	62
28	43	45	Rest of Asia	32	41
64	69	87	America	65	74
8	21	17	Australia and Oceania	8	20

PRODUCTION OF NATURAL GAS BY REGION

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012

3,773	4,394	4,545	Production of natural gas (a) (b)	3,997	4,473
685	683	697	Italy	671	682
494	447	418	Rest of Europe	535	462
1,053	1,721	1,749	North
Africa	1,201	1,727
517	488	671	Sub-Saharan Africa	507	553
201	231	187	Kazakhstan	228	223
414	466	454	Rest of Asia	426	448
312	277	268	America	333	281
97	81	101	Australia and Oceania	96	97

| (a) | Includes
Enis share of production of equity-accounted
entities. |
| --- | --- |
| (b) | Includes
volumes of gas consumed in operation (432 and 325 mmcf/d
in the third quarter 2012 and 2011, respectively, 373 and
317 mmcf/d in the first nine months 2012 and 2011,
respectively and 337 mmcf/d in the second quarter 2012). |
| (c) | From July 1,
2012, the conversion rate of natural gas from cubic feet
to boe has been updated to 1 barrel of oil = 5,492 cubic
feet of gas (it was 1 barrel of oil = 5,550 cubic feet of
gas). The effect on production has been 9 kboe/d. For
further information see page 7. |

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Table of Contents

Chemicals

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012

731	777	823	Sales of petrochemical products — Intermediates	(euro million) — 2,401	2,333
825	769	791	Polymers	2,604	2,420
48	52	30	Other
revenues	143	132
1,604	1,598	1,644		5,148	4,885
			Production	(ktonnes)
968	1,099	1,013	Intermediates	3,175	3,093
532	525	471	Polymers	1,672	1,505
1,500	1,624	1,484		4,847	4,598

Engineering & Construction

(euro million)

Third Quarter 2011 Second Quarter 2012 Third Quarter 2012 Nine Months 2011 Nine Months 2012

| 1,074 | 1,623 | 1,432 | Orders acquired — Engineering
& Construction Offshore | 4,336 | 5,661 |
| --- | --- | --- | --- | --- | --- |
| 1,280 | 1,141 | 1,040 | Engineering & Construction Onshore | 3,357 | 2,456 |
| 296 | 257 | 126 | Offshore
drilling | 645 | 531 |
| 121 | 166 | 239 | Onshore drilling | 439 | 492 |
| 2,771 | 3,187 | 2,837 | | 8,777 | 9,140 |

(euro million) Dec. 31, 2011 Sept. 30, 2012

Order backlog 20,417 18,911

44 -

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