TERNA: RESULTS AS OF JUNE 30, 2015 APPROVED

Revenues at 1,002 million euro (949.9 million in 1H 2014, +5.5%)

EBITDA at 766.6 million euro (752.5 million in 1H 2014, +1.9%)

EBIT at 523.6 million euro (517.4 million in 1H 2014, +1.2%)

Net profit at 309.9 million euro (274 million in 1H 2014, +13.1%)

Rome, 28 July 2015 - CEO Matteo Del Fante presented the results of the first half of 2015, previously examined and approved by Terna S.p.A. (Terna) Board of Directors that met today chaired by Catia Bastioli.

"The data of the first half of the year show positive economic and financial results - said Matteo Del Fante, Terna's CEO. We are carrying on the path outlined in our Strategic Plan, focusing on the European Grids integration project and on the development of our National Transmission Grid in order to continue creating benefits to Italian companies and families, as well as guaranteeing a good remuneration to our shareholders".

CONSOLIDATED ECONOMIC RESULTS

Million euros

1st half 2015

1st half 2014

% Change

Revenues

1,002

949.9

+5.5%

Ebitda (Gross operating margin)

766.6

752.5

+1.9%

Ebit (Operating Profit)

523.6

517.4

+1.2%

Profit before taxes

459.9

453.1

+1.5%

Net profit

309.9

274

+13.1%

SUMMARY OF 1ST HALF 2015 CONSOLIDATED RESULTS

1H15 revenues stand at 1,002 million euro, a 52.1 million euros increase compared to the same period in
2014 (+5.5%). This change was driven by 24.4 million euros in Regulated Activities and 32.4 million euros in
Non-Regulated Activities mainly due to the consolidation of the Tamini Group.

Operating costs stand at 235.4 million euros (+19.3%), a 38 million euro growth compared to 2014, due to the consolidation of the Tamini Group and to some actions aimed at reducing costs, started up in the Group's Strategic Plan. EBITDA (Gross Operating Margin) stands at 766.6 million euros (+1.9%), an improvement if compared to the

752.5 million euros of 1H 2014. EBITDA margin passes from 79.2% of 1H 2014 to 76.5% of 1H 2015, mainly due to the contribution of the Tamini Group. Net of Tamini Group contribution, EBITDA margin would stand at 80.4%, basically in line with 1H 2014.

Depreciation and Amortization for the period stand at 243 million euros, a 7.9 million euro increase compared to 1H 2014, due to the coming into operation of some new assets. EBIT (Operating Profit) stands at 523.6 million euros compared to 517.4 million euros of 1H 2014 (+1.2%).

Net financial charges stand at 63.7 million euros, basically in line with the data of 1H 2014 (-0.6 million euros).

Profit before taxes was 459.9 million euros, a 6.8 million euro increase compared to 1H 2014 (+1.5%).

Income taxes for the period amounted to 150 million euros, 29.1 million euros less (-16.2%) compared to 1H

2014, mainly due to the reduction in the IRES rate now at 27.5% as of 2015, following the decision on constitutional illegitimacy of the surcharge foreseen in Law Decree n. 112/2008 (the so-called Robin Hood Tax)1.
Therefore, the tax rate of the period decreases passing from 40% of 1H 2014 to 33% in 1H 2015.

Net profit for the period stands at 309.9 million euros, a 35.9 million euro growth (+13.1%), compared to the

274 million euros of 1H 2014.
Total Group capex in the period amounted to 438.9 million euros, a 52.9 million euro increase compared to the 386 million euros in 1H 2014 (+13.7%), due to the different dynamics of this year's capex.
The consolidated statement of financial position as of 30 June 2015 registered a Net Shareholders'

Equity of 3,164.1 million euros (3,092.9 million euros as of 31 December 2014). Net financial debt stands at 6,876 million euros, a 89.8 million euro decrease compared to the 6,965.8 million euros of 31 December 2014, mainly due to cash generation that more than compensated the final dividend and investment needs. Group Headcount as of 30 June 2015 stood at 3,725. The company has implemented some initiatives aimed at incentivizing a generational change, which led to higher than expected voluntary adhesions from workers close to retirement age. At the same time, we have also started the programme aimed at bringing into the Terna Group about 300 new young employees in the next two years.

1 On 11 February 2015, the Italian Constitutional Court published sentence 10/2015 that stated the constitutional illegitimacy of the so- called Robin Hood Tax. According to the Court, "the retroactive application of the illegitimacy sentence would lead to a severe violation of the balance of the Italian state's budget, established in article 81 of the Italian Constitution. Thus, "the constitutional illegitimacy shall be valid as of the day after the publication of the sentence".

SIGNIFICANT EVENTS IN 1H 2015 Due diligence for the acquisition of the HV Grid of the FS Group

On the issuing date of this financial report as of 30 June 2015, Terna is evaluating the potential acquisition of the High Voltage grid belonging to FS (Italian Railways): about 9,000 km of lines and 400 High Voltage stations.

Due diligence activities to verify and analyse the documentation regarding the perimeter to be acquired are

currently being carried out. Under a regulatory point of view, the Authority is finalising the activities required to establish the fee for the High Voltage portions currently not included in the National Transmission Grid foreseen in the AEEGSI 11/2015/R/EEL Communication of 22 January 2015.
The closing of this operation would allow grid rationalisation, a better quality of service and efficiencies in line with the best European practice.

Incorporation of Monita Interconnector S.r.l.

Among the Group's Non-Regulated Activities, for what concerns the construction and management of foreign interconnection lines, Terna and its subsidiary Terna Rete Italia S.p.A. incorporated the company named Monita Interconnector S.r.l. on April 13, 2015 with a capital stock of 10,000 euro, 95% belonging to Terna S.p.A., the rest to the aforementioned subsidiary.

Enel and Terna: signed MoU for global transmission projects

On May 11, 2015, Enel and Terna's CEOs - Francesco Starace and Matteo Del Fante - signed a Memorandum of Understanding ("MoU") to work together in order to find, assess and develop integrated initiatives, Greenfield opportunities - i.e. for the construction of new assets - and/or Brownfield opportunities
- i.e. for the acquisition of existing assets - linked to transmission grids in foreign countries in which both
Enel and Terna have strategic or commercial interests.

Terna Rating

On March 30, 2015, Fitch Ratings confirmed its long-term Issuer Default Rating (IDR) and Terna S.p.A. senior subordinated debt at "BBB+". The Outlook is stable. At the same time, the Agency also confirmed the Issuer's short-term rating at "F2".

Increased EMTN programme to 8 billion euros

On April 9, 2015, Terna S.p.A. increased its issuing programme of bonds known as "Euro Medium Term Note Programme" (EMTN), from 6 to 8 billion euros, following the decision of the Board of 4 March 2015. Deutsche Bank and Citigroup worked as Joint Arrangers of the Programme.

Terna and Legambiente signed an agreement for a better integration of electrical infrastructures in Italy

On April 24, 2015, Terna's Chairwoman, Catia Bastioli, and the President of Legambiente, Vittorio Cogliati Dezza, signed a Memorandum of Understanding to promote all initiatives to spread and increase sustainability culture in the energy field.
The new agreement is linked to the need to develop production from renewables more integrated with the improvement of the national grid, with greater environmental sustainability and respect.
In the last few years, Terna has become more committed to improve the transmission grid and favour the
integration of clean energy: about 9 billion euro of investments since 2005 have allowed Terna to connect over 27.5 GW of new capacity from renewables, 18.8 GW of which photovoltaic and 8.7 GW wind power. This has brought evident economic and environmental benefits: indeed, according to Terna company data, renewables cover almost 40% of Italian electricity demand.

"Smart Island" project in the Giglio island: signed a MoU for renewables and batteries

On June 25, 2015, Terna Plus and IBM signed an agreement to modernise the electric grid of Giglio Island through ICT solutions integrating renewables, batteries and urban mobility, and respecting the environment. This was the subject of a MoU signed between the two companies, the Council of the Giglio Island (province of Grosseto), Ente Parco Nazionale dell'Arcipelago Toscano (National Park of the Tuscany Isles), Acquedotto del Fiora (Fiora Aqueduct) and SIE- the company in charge of electricity production and distribution in the isle. The agreement also involves the isle of Giannutri.
Just like in many other isles not connected to the National Grid, the production of electric energy on Giglio island is currently achieved through diesel generators. About three quarters of the energy produced by these generators turns out in wastewater heat that has a great environmental impact in terms of noise and noxious fumes. Apart from damaging the environment, electricity produced in this way has an average cost six times higher than the national price, thus a yearly bill of over 60 million euros higher compared to the rest of the country.
The solutions proposed by Terna Plus and IBM foresee a "smart and integrated" management of the Grid to achieve greater environmental benefits using a "Hybrid System" that allows to cut down the use of diesel by
50% and - thus - reduce CO2 emissions by up to 4,000 tons through a combination of photovoltaic systems and batteries. On top of this, there are many indirect benefits, such as reduced emissions linked to the transport of fuel from the mainland to the isle.

SIGNIFICANT EVENTS AFTER 30 JUNE 2015 Liability management

On 20 July 2015 Terna S.p.A. announced the results and pricing of its offer to its Legitimate Security Holders named "€1,250,000,000 4.125 per cent. Notes due February 2017" and "€750,000,000 2.875 per cent. Notes due February 2018".
The offers were announced on July 10, 2015 and proposed as foreseen by the terms and conditions contained in the Company's Tender Offer Memorandum for up to a maximum nominal value of 400 million euros.
Adherence at expiry date - July 17, 2015 - reached about 756 million euros. The Company accepted an overall nominal amount of about 480 million euros, all referring to 2017 Securities.
Barclays Bank PLC, Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited worked
as Dealer Managers for the Offers.

Consultation documents for the fifth regulatory period

2015 sees the end of the fourth regulatory period for transmission, distribution and measurement of electricity services. In the light of the review of the regulatory framework for the next period, the Authority for electricity, gas and water has started two separate procedures, followed by the issuing of consultation documents.

OUTLOOK

In the second half of the year, the Terna Group will implement the 2015-2019 Strategic Plan approved by the
Board of Directors on March 26, 2015.
The company will be particularly focused on maximising the cash generation required to guarantee a sound and balanced financial structure and sustain the company's dividend policy through rationalisation programmes of capex and operating costs and new initiatives, among which the construction of new foreign interconnections and new Non-Regulated Activities.
Non-Regulated Activities will continue to focus on value creation through contracts for third parties in engineering, construction and maintenance services mainly for the electricity sector and telecommunications business housing.
For what concerns new foreign interconnection activities, 2015 should see the signing of the agreements to begin the works for the so-called interconnector with France, foreseen by Law 99/2009.

PAYMENT OF 2015 INTERIM DIVIDEND

The amount of the 2015 interim dividend will be announced to the financial market in the coming months. As announced to the financial market in the press release of January 21, 2015, the dates currently provided for the 2015 interim dividend related to Terna S.p.A. shares are November 25, 2015 as "payment date" and November 23, 2015 as "registration date". The record date is pursuant to Article 83 terdecies of Italian Legislative Decree 58 of February 24, 1998 known as the "TUF".

****

A conference call will be held at 3 pm CEST to present the results of the first half of 2015 to financial analysts and institutional investors. Journalists are also invited to listen to the call. The support material for the conference call will be available on the Company's website (www.terna.it) in the Investor Relations/Presentations section, at the beginning of the conference call. In the same section, it will be possible to follow the presentation via audio webcasting. The Presentations will also be made available via the SDIR-NIS system, on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it) through the authorized storage service "1Info" (www.1info.it).

The reclassified Income Statement, Statement of Financial Position and Consolidated Statement of Cash

Flows of the Terna Group are hereby attached.

In compliance with Directive no. DME/9081707 dated September 16, 2009, the above reclassified statements have been included in the Half-Year Report as of June 30, 2015, which is part of the Half-Year Report of the Terna Group as of June 30, 2015, and have not been audited yet by the auditing company.

The Executive Manager in Charge of preparing the company's financial reports, Pierpaolo Cristofori, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance (TUF), declares that the accounting information included in this press release corresponds to the document results, books and accounting records.

The Half-Year Report as of June 30, 2015, with the certification required by Article 154 bis, paragraph 5 of Italian Legislative Decree 58/98 (Consolidated Law on Finance) and the report by the auditing company, will be made available to the public in the Company's registered office, published on the Company's website (www.terna.it) and on the internet site of the authorized storage service "1Info" (www.1info.it), and filed at the

stock exchange management company Borsa Italiana S.p.A. (www.borsaitaliana.it), by the deadline set out by law. The required disclosure will be provided in relation to the filing.

In this release, some "alternative performance indicators" (EBITDA, EBIT, EBITDA margin and Net financial debt) are used, whose meaning and contents are explained below pursuant to CESR/05-178b recommendation published on November 3, 2005:

- EBITDA (Gross Operating Margin): is an indicator of operating performance; it is calculated by adding Amortization and Depreciation to the Operating Profit (EBIT);

- EBITDA Margin; is an indicator of operating performance; it derives from the ratio between the Gross Operating Margin (EBITDA) and the revenues;

- Net financial debt: represents an indicator of the company's own financial structure; it is calculated according to the short and long

term financial debt and relative derivatives, net of cash and cash equivalents and of financial assets.

Reclassified Income Statement

2nd quarter 1 January - 30 June

Million euros

Revenues:

396.0 399.4 (3.4) (0.9%) - Transmission Fees (1) 839.3 816.6 22.7 2.8%

30.2 26.6 3.6 13.5% - Dispatching fees (1) 62.0 57.5 4.5 7.8%

57.8 37.7 20.1 53.3% - Other revenues (2) 93.0 63.4 29.6 46.7%

- Revenues from construction of licensed

4.7 8.2 (3.5) (42.7%) activities(1) 7.7 12.4 (4.7) (37.9%)

488.7 471.9 16.8 3.6% Total revenues 1,002.0 949.9 52.1 5.5% Operating costs:

55.5 52.5 3.0 5.7% - Personnel costs (3) 111.8 103.8 8.0 7.7%

34.9 32.8 2.1 6.4% - Services, leases and rentals (3) 65.8 58.2 7.6 13.1%

19.7 12.4 7.3 58.9% - Materials (3) 32.2 14.6 17.6 120.5%

8.9 3.7 5.2 140.5% - Other costs 17.9 8.4 9.5 113.1%

4.7 8.2 (3.5) (42.7%) - Construction costs of licensed activities (4) 7.7 12.4 (4.7) (37.9%)

123.7 109.6 14.1 12.9% Total operating costs 235.4 197.4 38.0 19.3% 365.0 362.3 2.7 0.7% GROSS OPERATING MARGIN 766.6 752.5 14.1 1.9% 122.7 122.2 0.5 0.4% Amortizations and depreciations 243.0 235.1 7.9 3.4% 242.3 240.1 2.2 0.9% OPERATING PROFIT 523.6 517.4 6.2 1.2%

(32.7) (32.9) 0.2 (0.6%) - Net financial income (expense) (5) (63.7) (64.3) 0.6 (0.9%)

209.6 207.2 2.4 1.2% INCOME BEFORE TAXES 459.9 453.1 6.8 1.5%

64.9 78.4 (13.5) (17.2%) - Income taxes for the period 150.0 179.1 (29.1) (16.2%)

144.7 128.8 15.9 12.3% NET PROFIT FOR THE PERIOD 309.9 274.0 35.9 13.1%

144.7 128.8 15.9 12.3% -Amount attributable to the Group 309.9 274.0 35.9 13.1%

"Recognized in accordance with IFRIC 12 - Licensed Services Agreement"

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In the Income Statement of the Half-Year Consolidated Financial Statements at June 30, 2015:

(1) the balance is included in "Revenues from sales and services";

(2) the balance corresponds to the item "Other sales and services" in "Revenues from sales and services" for an amount of 60.2 million euros

(3) correspond to the item "Personnel costs" , "Services", "Raw Material and Consumables" net of construction costs for former IFRIC12 leased activities (7.7 million euros, of which 2.5 million euros for "Personnel costs", 4.7 million euros for "Services and third party assets" and 0.5 million euros for "Materials"

(4) the balance is included in "Personnel costs", "Services" and "Raw Material and Consumables" as indicated in detail in note (3)

(5) it corresponds to the balance of items under points 1, 2 and 3 letter C - "Financial income and expenses".

Terna Group's Reclassified Statement of Financial Position

Million euros

As of

30.06.2015

As of

31.12.2014 Δ



Net non-current assets



- Intangible assets and goodwill 436.4 452.5 (16.1)



- Propoerty, plants and equipment 10,982.9 10,778.6 204.3



- Financial assets (1) 89.5 89.3 0.2

Total 11,508.8 11,320.4 188.4



Net Working Capital



- Trade receivables (2) 555.7 670.8 (115.1)



- Inventories 26.3 21.6 4.7



- Other assets (3) 34.9 24.4 10.5



- Trade payables (4) 568.7 742.9 (174.2)



- Net liabilities let-through lots (5) 722.5 453.9 268.6



- Net tax liabilities (6) 39.7 (6.2) 45.9



- Other Liabilities (7) 341.9 347.0 (5.1) Total (1,055.9) (820.8) (235.1) Gross Invested Capital 10,452.9 10,499.6 (46.7) Sundry Provisions (8) 412.8 440.9 (28.1) NET INVESTED CAPITAL 10,040.1 10,058.7 (18.6)



Group's Net Equity 3,164.1 3,092.9 71.2



Net financial debt (9) 6,876.0 6,965.8 (89.8) TOTAL 10,040.1 10,058.7 (18.6)

----------------------

In the Statement of Financial Position of the Half-Year Consolidated Financial Statements at June 30, 2015, they correspond to:

(1) the items "Equity accounted investees", "Other non-current assets" and "Non-current financial assets" for the carrying amount of the

other investments (0.3 million euros);

(2) The item "Trade receivables" net of the value of receivables from energy pass-through revenues (846.1 million euros);

(3) the item "Other current assets" net of other tax receivables (16.9 million euros)

(4) the item "Trade payables" net of the value of payables for energy pass-through expenses (1,568.6 million euros);

(5) the items "Trade receivables" for the value of receivables from energy pass-through revenues (846.1 million euros) and "Trade payables" for the value of liabilities from energy pass-through expenses (1,568.6 million euros);

(6) the items "Tax assets", "Other current assets" for the value of other tax receivables (16.9 million euros), "Other current liabilities" for

the value of other tax payables (52.3 million euros) and "Income tax liabilities";

(7) the items "Other non-current liabilities" and "Other current liabilities" net of other tax payables (52.3 million euros);

(8) the items "Employee benefits", "Provisions for risks and charges" and "Deferred tax liabilities";

(9) the items "Long-term loans", "Current portions of long-term loans", "Non-current financial liabilities", "Cash and cash equivalents", "Non-current financial assets" for the value of FVH derivatives (666.6 million euros and the item "Revolving Credit Facility" (1.8 million euros), "Current Financial Activities" and "Current Financial Liabilities".

Terna Group's Cash Flow *

Million euros

Cash flow

1H2015

Cash flow

1H2014



- Net profit of the period 309.9 274.0

- Amortizations and depreciations 243.0 235.1

- Net financial charges 63.7 64.3

- Net change in provisions (28.1) (2.7)



- Net losses (gains) on asset disposals (1.1) (0.5)

Self-financing (Operating Cash Flow) 587.4 570.2

- Change in net working capital 235.1 (280.4)



- Other changes 31.2 (5.5)

Cash Flow from Operating Activities 853.7 284.3



- Total investments (438.9) (386.0)

Free Cash Flow 414.8 (101.7)

- Dividends to Parent Company shareholders (261.3) (261.3)



- Net financial charges (63.7) (64.3)

Change in net financial debt 89.8 (427.3)

---------------------

* For a reconciliation with the consolidated financial statements, reference is made to the paragraph "Terna Group Performance and Financial Position" in the section "Performance" of the Interim Report on Management of the Half-Year Report at June 30, 201 of the Terna Group.

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