2624 Saipem Sem 13 Ing Fi
2624 Saipem Sem 13 Ing Fi
2624 Saipem Sem 13 Ing Fi
Mission
Pursuing satisfaction of our clients in the energy industry, we tackle each challenge with safe, reliable and innovative solutions. We entrust our competent and multi-local teams to provide sustainable development for our Company and for the communities where we operate.
Countries in which Saipem operates EUROPE Austria, Belgium, Croatia, Cyprus, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Spain, Sweden, Switzerland, Turkey, United Kingdom AMERICAS Bolivia, Brazil, Canada, Chile, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Suriname, Trinidad and Tobago, United States, Venezuela CIS Azerbaijan, Kazakhstan, Russia, Turkmenistan, Ukraine AFRICA Algeria, Angola, Cameroon, Congo, Egypt, Gabon, Ghana, Guinea, Libya, Mauritania, Morocco, Mozambique, Nigeria, South Africa, Togo, Tunisia MIDDLE EAST Iraq, Kuwait, Oman, Qatar, Saudi Arabia, Syria, United Arab Emirates, Yemen FAR EAST AND OCEANIA Australia, China, India, Indonesia, Japan, Malaysia, Myanmar, Pakistan, Papua New Guinea, Singapore, South Korea, Taiwan, Thailand, Vietnam
(1) Appointed on April 30, 2013 by the Shareholders Meeting called to approve the 2012 Annual Report.
Independent Auditors
Reconta Ernst & Young SpA
Saipem is a subsidiary of Eni SpA
2 3
60 66 111 112
Interim results
Revenues for the period amounted to 5,186 million (6,397 million in the same period of 2012). The operating result totalled -468 million (766 million in the same period of 2012). The net result was -575 million (474 million in the same period of 2012). Cash flow (net result plus depreciation and amortisation) amounted to -216 million (819 million in the same period of 2012). The Offshore Engineering & Construction sector accounted for 43% of revenues, the Onshore Engineering & Construction sector 38%, the Offshore Drilling sector 12% and the Onshore Drilling sector 7%. Net borrowings at June 30, 2013 amounted to 4,570 million, an increase of 292 million versus December 31, 2012. The increase was due to capital expenditure and the distribution of dividends, which were to a large degree offset by an improvement in working capital related in particular to advances received on new contracts and to the financial settlement of negotiations with clients that have either been concluded or are in the process of being concluded. Working capital was however adversely affected by full scale operations on a number of projects suffering from unfavourable financial conditions and by the investigations underway in Algeria, which are causing delays in the approval of progress reports, invoices and their payment. Capital expenditure in the first half of 2013 amounted to 492 million (548 million in the first half of 2012). The Group was awarded new contracts worth 7,151 million during the first six months of the year, while the order backlog at June 30, 2013 amounted to 21,704 million.
Saipem Interim Consolidated Report as of June 30, 2013 / Saipem Group structure
Saipem SpA
100.00% 99.00% 100.00% 1.00% 100.00%
Saipem International BV
100.00% 60.00%
Andromeda
Consultoria Tecnica e Representaes Ltda
Snamprogetti Netherlands BV
70.00%
Sigurd Rck AG
100.00%
Saipem Ingenieria y Construcciones SLU Saipem Mediteran Usluge Doo Saudi Arabian Saipem Ltd ERS Equipment Rental & Services BV
0.02%
100.00%
100.00%
99.00%
100.00%
Snamprogetti Ltd
99.00%
PT Saipem Indonesia
60.00% 95.00%
Snamprogetti Saudi Arabia Co Ltd Llc Saipem Libya Llc SA.LI.CO. Llc
5.00%
100.00%
60.00%
40.00%
99.98%
99.00%
1.00%
Saipem Services sa
0.04%
0.04%
Saipem Misr for Petroleum Services (S.A.E.) Saipem Contracting (Nigeria) Ltd Global Petroprojects Services AG Saipem (Nigeria) Ltd
Sonsub International Pty Ltd Saipem (Malaysia) Sdn Bhd ER SAI Caspian Contractor Llc
50.00%
97.94%
41.94%
100.00%
50.00%
89.41%
100.00%
100.00%
Saipem UK Ltd
Saipem Norge AS
100.00% 100.00%
Moss Maritime AS
Petrex SA
Saipem (Beijing) Technical Services Co Ltd Saipem Contracting Netherlands BV Saipem do Brasil Servis de Petroleo Ltda
Saipem Ltd
100.00%
100.00%
100.00%
99.90%
100.00%
55.00%
100.00%
Saipem SA
Denuke Scarl
Snamprogetti Engineering BV
100.00% 99.99% 100.00% 100.00%
Saipem Luxembourg SA
Boscongo SA
Sofresid SA
99.99%
100.00%
Saigut SA de Cv
49.73%
50.27%
saipem
Saipem Interim Consolidated Report as of June 30, 2013 / Saipem SpA share performance
Saipem Interim Consolidated Report as of June 30, 2013 / Saipem SpA share performance
()
2009
2010
2011
2012
Ordinary shares: - maximum - minimum - average - period-end Savings shares: - maximum - minimum - average - period-end 24.02 14.85 18.54 24.02 37.00 23.00 29.80 36.50 39.25 30.00 34.89 30.00 39.40 30.00 34.72 35.00 35.00 25.00 27.58 27.00 24.23 10.78 17.51 24.02 37.27 23.08 28.16 36.90 38.60 23.77 33.89 32.73 39.78 29.07 35.52 29.41 32.18 12.60 22.51 12.60
Saipem and FTSE MIB - Average monthly prices January 2008-July 2013
Price in euro of Saipem shares 41.00
2008
2009
2010
2011
2012
2013
37.00
43,500
33.00
39,000
29.00
34,500
25.00
30,000
21.00
25,500
17.00
21,000
13.00
16,500
12,000
Glossary
Financial terms
Adjusted net result net result adjusted to exclude special items. EBIT Earnings Before Interest and Tax. EBITDA Earnings Before Interest, Taxes, Depreciation and Amortisation. IFRS International Financial Reporting Standards. Accounting standards issued by the IASB (International Accounting Standards Board) and adopted by the European Commission, comprising International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and the interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC) and the Standing Interpretations Committee (SIC) adopted by IASB. The name International Financial Reporting Standards (IFRS) has been adopted by IASB for standards issued after May 2003. Standards issued before May 2003 have maintained the denomination IAS. Leverage a measure of a companys level of indebtedness, calculated as the ratio between net borrowings and shareholders equity including minority interest. OECD Organisation for Economic Cooperation and Development. ROACE Return On Average Capital Employed, calculated as the ratio between adjusted net profit before minority interest, plus net finance charges on net borrowings less the related tax effect and net average capital employed. the heavy hydrocarbon molecules obtained from primary distillation into lighter fractions. Deck area of a vessel or platform where process plants, equipment, accommodation modules and drilling units are located. Decommissioning process undertaken in order to end operations of a gas pipeline, associated plant and equipment. Decommissioning may occur at the end of the life of the plant, following an accident, for technical or financial reasons, and/or on environmental or safety grounds. Deep waters water depths of over 500 metres. Downstream all operations that follow exploration and production operations in the oil sector. Drillship vessel capable of self-propulsion, designed to carry out drilling operations in deep waters. Dry-tree wellhead located above the water on a floating production platform. Dynamically Positioned Heavy Lifting Vessel vessel equipped with a heavy-lift crane, capable of holding a precise position through the use of thrusters, thereby counteracting the force of the wind, sea, current, etc. EPC Engineering, Procurement, Construction. A type of contract typical of the Onshore construction sector, comprising the provision of engineering services, procurement of materials and construction. The term turnkey is used to indicate that the system is delivered to the client ready for operations, i.e. already commissioned. EPIC (Engineering, Procurement, Installation, Construction) type of contract typical of the Offshore construction sector, which relates to the realisation of a complex project where the global or main contractor (usually a construction company or a consortium) provides the engineering services, procurement of materials, construction of the system and its infrastructure, transport to site, installation and commissioning/preparatory activities for the start-up of operations. Fabrication yard yard at which offshore structures are fabricated. Facilities auxiliary services, structures and installations required to support the main systems. FDS Field Development Ship. Dynamically-positioned multi-purpose crane and pipelay vessel. FEED Front-End Engineering and Design. Basic engineering and preliminary activities carried out before beginning a complex project to evaluate its technical aspects and enable an initial estimate of the investment required. Flare tall metal structure used to burn off gas produced by oil/gas separation in oil fields when it is not possible to utilise it on site or ship it elsewhere. FLNG Floating Liquefied Natural Gas unit used for the treatment, liquefaction and storage of gas which is
Operational terms
Buckle detection system that utilises electromagnetic waves during pipelaying to signal collapse of or deformations to pipeline laid. Carbon Capture and Storage technology which enables the carbon present in gaseous effluents from hydrocarbon combustion and treatment plants to be captured and stored over long periods of time in underground geological formations, thus reducing or eliminating carbon dioxide emissions into the atmosphere. Central Processing Facility production unit performing the first transformation of crude oil or natural gas. Commissioning series of processes and procedures undertaken in order to start operations of a gas pipeline, associated plants and equipment. Concrete coating reinforced concrete coating for subsea pipelines in order to ballast and protect them from damage and corrosion. Conventional waters water depths of up to 500 metres. Cracking chemical-physical process, typically employed in dedicated refinery plants, whose objective is to break down
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subsequently transferred onto vessels for transportation to end-use markets. Floatover type of module installation on offshore platforms that does not require lifting operations. A specialised vessel transporting the module uses a ballast system to position itself directly above the location where the module is to be installed. Once this has been completed, the vessel backs off and the module is secured to the support structure. Flowline pipeline used to connect individual wells to a manifold or to gathering and processing facilities. FPSO vessel Floating Production, Storage and Offloading system comprising a large tanker equipped with a high-capacity production facility. This system, moored at the bow to maintain a geo-stationary position, is effectively a temporarily fixed platform that uses risers to connect the subsea wellheads to the on-board processing, storage and offloading systems. FSRU Floating Storage Regasification Unit. A floating terminal in which liquefied natural gas is stored and then regasified before being transported by pipeline. Gas export line pipeline for carrying gas from the subsea reservoirs to the mainland. Hydrocracker installation in which large hydrocarbon molecules are broken down into smaller ones. Hydrotesting operation involving high pressure (higher than operational pressure) water being pumped into a pipeline to ensure that it is devoid of defects. Hydrotreating refining process aimed at improving the characteristics of oil fractions. International Oil Companies privately-owned, typically publicly traded, oil companies engaged in various fields of the upstream and/or downstream oil industry. Jacket platform underside structure fixed to the seabed using piles. Jack-up mobile self-lifting unit, comprising a hull and retractable legs, used for offshore drilling operations. J-laying method of pipelaying that utilises an almost vertical launch ramp, making the pipe configuration resemble the letter J. This configuration is suited to deep water pipe laying. Leased FPSO FPSO vessel for which a lease contract is in place between a client/lessee (i.e. an oil company) and a contractor/lessor, whereby the lessee makes lease payments to the lessor for use of the vessel for a specific period of time. At the end of the lease term, the lessee has the option to purchase the FPSO. LNG Liquefied Natural Gas, obtained by cooling natural gas to minus 160 C. At normal pressure, gas is liquefied to facilitate its transportation from the place of extraction to that of processing and/or utilisation. A tonne of LNG equates to 1,500 cubic metres of gas. Local Content policy whereby a company develops local capabilities, transfers its technical and managerial know-how and enhances the local labour market and businesses through its own business activities. LPG Liquefied Petroleum Gas. Produced in refineries through the fractionation of crude oil and subsequent processes, liquid petroleum gas exists in a gaseous state at ambient
temperatures and atmospheric pressure, but changes to a liquid state under moderate pressure at ambient temperatures, thus enabling large quantities to be stored in easy-to-handle metal pressure vessels. LTI Lost Time Injury. Any work-related injury that renders the injured person temporarily unable to perform any regular job or restricted work on any day/shift after the day or shift on which the injury occurred. Midstream sector comprising all those activities relating to the construction and management of the oil transport infrastructure. Moon pool opening in the hull of a drillship to allow for the passage of equipment. Mooring buoy offshore mooring system. Multipipe subsea subsea gas/liquid gravity separation system using a series of small diameter vertical separators operating in parallel (for deep water application). National Oil Companies State-owned/controlled companies engaged in oil exploration, production, transportation and conversion. NDT Non Destructive Testing. A series of inspections and tests used to detect structural defects conducted using methods that do not alter the material under inspection. NDT Phased Array non-destructive testing method that employs ultrasound to detect structural or welding defects. Offshore/Onshore the term offshore indicates a portion of open sea and, by extension, the activities carried out in this area, while onshore refers to land operations. Oil Services Industry companies that provide services to the oil exploration and production sector but which are not directly engaged themselves in oil production. P&ID Piping and Instrumentation Diagram showing all plant equipment, piping and instrumentation with associated shutdown and safety valves. Pig piece of equipment used to clean, descale and survey a pipeline internally. Piggy backed pipeline small-diameter pipeline, fixed to a larger pipeline, used to transport a product other than that of the main line. Pile long, heavy steel pylon driven into the seabed. A system of piles is used as the foundation for anchoring a fixed platform or other offshore structures. Pipe-in-pipe subsea pipeline system comprising 2 coaxial pipes, used to transport hot fluids (oil and gas). The inner pipe transports the fluid, whereas the outer pipe carries the insulating material necessary to reduce heat loss to the sea. The outer pipe also protects the pipeline from water pressure. Pipe-in-pipe forged end forged end of coaxial double pipe. Pipelayer vessel used for subsea pipe laying. Pipeline pipes and auxiliary equipment used principally for transporting crude oil, oil products and natural gas to the point of delivery. Pre Travel Counselling health and medical advice designed to take into account the health of the individual worker and ensure that he/she is furnished with adequate information on the specific risks present in his/her country of destination and the preventive measures that should be adopted.
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Pre-commissioning comprises pipeline cleaning out and drying. Pre-drilling template support structure for a drilling platform. Pre-Salt layer a geological formation present on the continental shelves offshore Brazil and Africa. PSVM area consisting of the Pluto, Saturn, Venus and Mars fields. PTS Pipe Tracking System. An electronic system used to ensure the full traceability of the components of subsea pipes installed on a project. Pulling minor operations on oil wells due to maintenance or marginal replacements. QHSE Quality, Health, Safety, Environment. Rig drilling installation comprising the derrick, the drill deck (which supports the derrick), and ancillary installations that enable the descent, ascent and rotation of the drill unit as well as mud extraction. Riser manifold connecting the subsea wellhead to the surface. ROV Remotely Operated Vehicle. Unmanned vehicle, piloted and powered via umbilical, used for subsea surveys and operations. Shale gas unconventional gas extracted from shale deposits. Shallow water see Conventional waters. Sick Building Syndrome a combination of ailments associated with a persons place of work. The exact causes of the syndrome are not known but the presence of volatile organic compounds, formaldehyde, moulds and dust mites may be contributing factors. S-laying method of pipelaying that utilises the elastic properties afforded by steel, making the pipe configuration resemble the letter S, with one end on the seabed and the other under tension on-board the ship. This configuration is suited to medium to shallow-water pipelaying. Slug catcher equipment for the purification of gas. Sour water water containing dissolved pollutants. Spar floating production system anchored to the seabed by means of a semi-rigid mooring system, comprising a vertical cylindrical hull supporting the platform structure. Spare capacity relationship between crude oil production and production capacity, i.e. quantity of oil which is not currently needed to meet demand. Spool connection between a subsea pipeline and the platform riser, or between the terminations of 2 pipelines. Stripping process through which volatile compounds are removed from the liquid solution or the solid mass in which they have been diluted. Subsea processing operations performed in offshore oil and/or natural gas field developments, especially relating to the equipment and technology employed for the extraction, treatment and transportation of oil or gas below sea level. Subsea tiebacks lines connecting new oil fields with existing fixed or floating facilities.
Subsea treatment a new process for the development of marginal fields. The system involves the injection and treatment of sea-water directly on the seabed. SURF Subsea, Umbilicals, Risers, Flowlines. Facilities, pipelines and equipment connecting the well or subsea system to a floating unit. TAD Tender Assisted Drilling unit. An offshore platform complete with drilling tower, connected to a drilling support tender vessel housing all necessary ancillary infrastructures. Tandem Offloading method used for the transfer of liquids (oil or LNG) between two offshore units in a line via aerial, floating or subsea lines (unlike side-by-side offloading, where the two units are positioned next to each other). Tar sands mixture of clay, sand, mud, water and bitumen. The bitumen in tar sands is composed principally of high molecular weight hydrocarbons and can be converted into a variety of oil products. Template rigid modular subsea structure where the oilfield well-heads are located. Tendon pulling cables used on tension leg platforms to ensure platform stability during operations. Tie-in connection between a production line and a subsea wellhead or simply a connection between two pipeline sections. Tight oil oil trapped in liquid form deep below the earths surface in low permeability rock formations, which it is difficult to extract using conventional methods. TLP Tension Leg Platform. Fixed-type floating platform held in position by a system of tendons and anchored to ballast caissons located on the seabed. These platforms are used in ultra-deep waters. Topside portion of a platform above the jacket. Train series of units that achieve a complex refining, petrochemical, liquefaction or natural gas regasification process. A plant can be made up of one or more trains of equal capacity operating in parallel. Trenching burying of offshore or onshore pipelines. Trunkline oil pipeline connecting large storage facilities to the production facilities, refineries and/or onshore terminals. Umbilical flexible connecting sheath, containing flexible pipes and cables. Upstream relating to exploration and production operations. Vacuum second stage of oil distillation. Wellhead fixed structure separating the well from the outside environment. WHB Wellhead Barge. Vessel equipped for drilling, workover and production (partial or total) operations, connected to process and/or storage plants. Workover major maintenance operation on a well or replacement of subsea equipment used to transport the oil to the surface.
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Operating review
New contracts and backlog
New contracts awarded to the Saipem Group during the first half of 2013 amounted to 7,151 million (6,303 million in the first half of 2012). 58% of all contracts awarded were in the Offshore Engineering & Construction sector, 27% in the Onshore Engineering & Construction sector, 13% in the Offshore Drilling sector and 2% in the Onshore Drilling sector. New contracts to be carried out abroad made up 95% and contracts awarded by Eni Group companies 16% of the overall figure. Orders awarded to the Parent Company Saipem SpA amounted to 21% of the overall total.
New contracts by geographical area
(7,151 million)
35 Middle East 343 North Africa 4,676 West Africa and rest of Africa 342 Americas
Saipem Group - New contracts awarded during the first half of 2013
Year 2012 Amount 2,454 10,937 13,391 7,477 3,972 1,025 917 13,391 485 12,906 13,391 631 12,760 13,391 % 18 82 100 56 30 7 7 100 4 96 100 5 95 100 Saipem SpA Group companies Total Offshore Engineering & Construction Onshore Engineering & Construction Offshore Drilling Onshore Drilling Total Italy Outside Italy Total Eni Group Third parties Total
( million)
First half 2012 Amount 1,192 5,111 6,303 4,229 1,416 405 253 6,303 352 5,951 6,303 427 5,876 6,303 % 19 81 100 67 23 6 4 100 6 94 100 7 93 100
First half 2013 Amount 1,510 5,641 7,151 4,155 1,956 913 127 7,151 364 6,787 7,151 1,134 6,017 7,151 % 21 79 100 58 27 13 2 100 5 95 100 16 84 100
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The backlog of the Saipem Group as at June 30, 2013 stood at 21,704 million. The breakdown of the backlog by sector is as follows: 49% in the Offshore Engineering & Construction sector, 31% in the Onshore Engineering & Construction sector, 16% in Offshore Drilling and 4% in Onshore Drilling. 91% of orders were on behalf of overseas clients, while orders from Eni Group companies represented 15% of the overall backlog. The Parent Company Saipem SpA accounted for 38% of the total order backlog.
1,853 Italy 2,519 Rest of Europe 806 CIS 1,328 Far East
3,707 Middle East 1,101 North Africa 7,086 West Africa and rest of Africa 3,304 Americas
June 30, 2012 Amount 10,656 9,667 20,323 8,311 8,005 3,197 810 20,323 1,890 18,433 20,323 2,758 17,565 20,323 % 52 48 100 41 39 16 4 100 9 91 100 14 86 100
June 30, 2013 Amount 8,204 13,500 21,704 10,666 6,656 3,543 839 21,704 1,852 19,852 21,704 3,213 18,491 21,704 % 38 62 100 49 31 16 4 100 9 91 100 15 85 100
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Capital expenditure
Capital expenditure in the first half of 2013 amounted to 492 million (548 million in the first half of 2012) and mainly related to: - 213 million in the Offshore Engineering & Construction sector relating to the completion of a new pipelayer, the continuation of development of a new fabrication yard in Brazil and the maintenance and upgrading of the existing asset base; - 89 million in the Onshore Engineering & Construction sector
relating to the purchase of equipment and facilities for the yard in Canada, in addition to the maintenance of existing assets; - 64 million in the Offshore Drilling sector, relating to the completion of class reinstatement works on the jack-up Perro Negro 3 and the semi-submersible rig Scarabeo 5, in addition to the maintenance and upgrading of the existing asset base; - 126 million in the Onshore Drilling sector, relating to completion works on five new rigs. The following table provides a breakdown of capital expenditure in the first half of 2013:
Capital expenditure
Year 2012 89 926 1,015 525 84 284 122 1,015 Saipem SpA Group companies Total Offshore Engineering & Construction Onshore Engineering & Construction Offshore Drilling Onshore Drilling Total
( million)
First half 2012 2013 45 503 548 265 19 200 64 548 49 443 492 213 89 64 126 492
Details of capital expenditure for the individual business units are provided in the following pages.
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Market conditions
2013 is witnessing a shift from a two-speed to a three-speed global economy, with emerging countries experiencing significant economic growth, Europe going through a mild recession and the
16
United States, in the middle, registering slight growth in its GDP. Overall, the global growth rate for 2013 is expected to be around 3%, while growth in oil demand is expected to stay below pre-crisis levels. However, thanks to a Brent crude price that for some time now has been above US $100/barrel, spending by oil companies for the development of offshore fields is continuing to increase, with estimates for 2013 at around US $120 billion. The situation in Brazil and Australia in terms of investments merits specific comment, with the former continuing to grow at a steady rate (although the issue of limited local capacity is yet to be resolved), and the latter expected to register levels similar to those seen in 2012. Globally, the subsea developments segment continued to experience long-term growth. The number of subsea facilities starting production during 2013 was much higher than for the same period of the previous year. The increase was distributed fairly evenly across the globe, with the exception of West Africa and the Gulf of Mexico. In the North Sea/North Atlantic area, the number of facilities starting production was double the level registered in 2012. Two major projects currently in the production start-up phase are Deep Panuke (EnCana - Canada) and Skarv (Bp - Norway). Meanwhile in Brazil, the Sapinho, Roncador, Lula Northeast and Baleia Azul projects all of which are Petrobras projects are in the start-up phase, or almost. Also noteworthy is the start-up of production on fields tied to the FPSO unit PSVM (BP) in Angola which, taken together, represent one of the biggest developments in the world. If we consider the subsea development segment by water depth, we can observe a significant increase in both relative and absolute terms in shallow waters at the expense of deep waters, attributable to the North Sea/North Atlantic area. The small diameter pipeline segment is currently registering an increase in terms of kilometres installed. Asia-Pacific is at present the most active area in both absolute and relative terms, accounting for approximately one third of the kilometres installed and with a growth rate in excess of 2012 figures. Another very active area, albeit experiencing a slight fall-off in activity, is the North Sea/North Atlantic area, which this year, like the Asia-Pacific area, saw a concentration of rigid pipeline installations in shallow waters. Latin America on the other hand (first and foremost Brazil), although accounting for little more than a tenth of all installed pipelines, continues to record around half of the flexible pipelines installed globally. If we look at quantities installed by water depth, we can observe an increase in ultra-deep water installations. The large diameter pipeline sector saw good levels of activity in almost all areas. The most active area continued to be Asia-Pacific, where in 2012 pipelines were installed for major projects such as Gorgon Jansz and Liwan. Projects scheduled for the current year include Ichtys (Inpex - Australia) and Wheatstone (Chevron - Australia). Another very active area is the Middle East/Caspian area, which saw the installation of pipelines for South Pars (Iran) and Barzan (Qatar). In the North Sea/North Atlantic and the Mediterranean areas, which in 2012 saw the installations of the Frigg and Laggan (Total - North
Sea ) and Tamar (Noble Energy - Mediterranean) pipelines, a number of major projects are at present slated for imminent implementation. Forecasts for 2013 with regard to fixed platform installations are for good levels of activity following the slight slowdown registered in the previous year. Almost all of the scheduled installations are concentrated in the Asia-Pacific and Middle East/Caspian areas, with the remainder being accounted for by the Gulf of Mexico and, to a lesser extent, West Africa. Around a fifth of the installations will be in the heavy and ultra-heavy lifting sector. The FPSO market is currently experiencing a positive trend and, while units installed in 2012 registered a slight fall compared with the previous year, business at present is very active and the number of FPSOs ordered is growing: 2013 could potentially see orders for around 15 new units, principally in Brazil, Asia-Pacific and West Africa. Brazil (Petrobras and OGX) continues to be the main market for FPSO units. The FLNG market is currently undergoing a boom. 4 units are currently in construction, while a large number of studies are being conducted into the possibility of further installations. Although the leading area is Asia-Pacific, plans are underway for installations in the Gulf of Mexico, the Mediterranean and potentially East Africa. On the other hand, in Latin America, and offshore Brazil in particular, Petrobras has been postponing a number of investment decisions due to factors such as the fall in US gas prices and the growth in domestic gas demand. Another two significant potential developments are located offshore Australia, where Woodside is exploring the possibility of developing the Browse field with a floating unit and Exxon is expected to green light the Scarborough project by 2014.
New contracts
The most significant contracts awarded to the Group during the period were: - for Total Upstream Nigeria Ltd, an EPIC contract for the subsea development of the Egina field in Nigeria. The scope of work includes engineering, procurement, fabrication, installation and pre-commissioning of oil production and water injection flow lines, flexible jumpers, gas export pipelines, umbilicals, and the mooring and offloading systems; - for the Burullus Gas Co in Egypt, a contract encompassing the engineering, procurement, installation, pre-commissioning and commissioning support of subsea facilities in the West Delta Deep Marine Concession; - for ExxonMobil in Angola, the EPIC contract Kizomba Satellite Phase 2 for subsea facilities, with fabrication to be carried out at the yards in Soyo and Ambriz. The scope of work includes engineering, procurement, fabrication and installation of production and water injection pipelines and flowlines, rigid jumpers and other related subsea structures; - for Cardon IV (a joint venture between Eni and Repsol), a contract encompassing the transportation and installation of a hub platform and two satellite platforms, an offshore export
17
pipeline and two infield flowlines, along with the related tie-in operations; for Petrobras in Brazil, an EPIC contract for the Sapinho Norte and Iracema Sul project to be developed in the Santos Basin Pre-Salt Region. The scope of work includes engineering, procurement, fabrication and installation of two offshore pipelines, with related terminations (PLETs); for GDF Suez in the UK, phase 2 of the Cygnus project, encompassing the installation of an infield flowline, an export pipeline and umbilicals in the Southern Gas Basin; for Eni Congo, in Congo, a contract encompassing the engineering, procurement, fabrication and transportation of the Litchendjili jacket, piles and related appurtenances; for Nord Stream AG in the UK, the Main Repair contract for Nord Stream, which encompasses activities and services related to the maintenance of two gas export pipelines.
Capital expenditure
Investments in the Offshore Engineering & Construction sector during the period related principally to the completion of a new pipelayer, the continuation of development of a new fabrication yard in Brazil and the maintenance and upgrading of the existing asset base.
In the Far East: - work is underway for Husky Oil China Ltd in China on the Liwan 3-1 project encompassing the engineering, procurement and installation of two pipelines, umbilicals, and the transport and installation of a subsea production system linking the wellheads to a processing platform; - work is underway for Bien Dong Petroleum Operating Co in Vietnam on the Bien Dong project encompassing the engineering, transportation and installation of pipelines and subsea cables as well as of two platforms and interconnecting bridges; - engineering, transportation and installation work on two wellhead platforms and a pipeline is underway in Vietnam for Petrovietnam Technical Services Co on the Hai Su Trang Development project; - transportation and installation of a Central Processing and Living Quarters Platform is underway for PTT Exploration and Production Public Co Ltd in Myanmar as part of the Zawtika project; - the transport and installation of two platforms is underway for Pearl Oil Ltd, in Indonesia on the Ruby Field project. Engineering and logistical preparation work is underway in Australia for INPEX on the Ichthys LNG project, which consists of the engineering, procurement, construction and installation of a subsea pipeline connecting the offshore central processing facility to the onshore processing facility in Darwin. In West Africa: - work was completed for Total E&P Congo on the NKossa contract in Congo, encompassing the removal of a flexible jumper, the installation of two new flexible jumpers, procurement and pre-commissioning; - work was completed during the period for Mobil Producing Nigeria Unlimited on the Asasa Pressure Maintenance, Usari FA-FR Risers and Edop Pipeline Extension contract, encompassing the fabrication and installation of pipelines, risers and subsea spools at a maximum water depth of fifty metres; - work was completed on the Usan project for Elf Petroleum Nigeria (Total), relating to the subsea development of the Usan deep-water field, located approximately 160 km south of Port Harcourt in Nigeria. The contract comprised the engineering, procurement, construction, installation and assistance for the commissioning and start-up of subsea umbilicals, flowlines and risers connecting subsea wells to the FPSO system, as well as the construction of the oil loading terminal, consisting of an offloading buoy and 2 offloading lines, and part of the FPSO anchoring system; - engineering and procurement activities were completed offshore Nigeria on the Bonga North West contract for Shell Nigeria Exploration and Production Co Ltd (SNEPCo). The contract encompasses the engineering, procurement, construction, installation and pre-commissioning services for pipe-in-pipe production flowlines, flowlines for injecting water into fields as well as related subsea production facilities;
Work performed
The biggest and most important projects underway or completed during the first half of 2013 were as follows. In Saudi Arabia, for Saudi Aramco: - installation work is underway as part of the Al Wasit Gas Program, for the development of the Arabiyah and Hasbah offshore fields. The contract encompasses the engineering, procurement, construction and installation of 15 fixed platforms, an export pipeline, offshore lines, and subsea and control cables. Operations have begun under the same contract supplementing the scope of work with the engineering, procurement, transport, installation and commissioning of 2 trunklines in the Arabiyah and Hasbah fields; - under the Long Term Agreement for the engineering, procurement, construction, transport and installation of structures, platforms and pipelines, work is currently being carried out on two separate projects involving the installation of five pipelines, and the construction and installation of two jackets and three decks. In Iraq, work is underway for South Oil Co on the project Iraq Crude Oil Export Expansion - Phase 2, within the framework of the expansion of the Basra Oil Terminal. The contract encompasses the engineering, procurement, construction and installation of a Central Metering and Manifold Platform (CMMP), along with associated facilities.
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- engineering and procurement activities were completed, while other contract activities continued for Total E&P Nigeria Ltd on the OFON2 - D030 project in Nigeria for new offshore facilities in the Ofon field. The contract involves the engineering, procurement, construction and installation of the OFP2 jacket, as well as the transportation and installation of the new OFQ platform complete with living quarters; - work is underway for CABGOC (Cabinda Gulf Oil Co Ltd) in Angola on the Mafumeira 2 project comprising engineering, procurement, fabrication, installation and pre-commissioning of URF (umbilical, riser and flowline) facilities and export pipelines; - work is underway for CABGOC in Angola on the EPIC 3 contract encompassing engineering, procurement and pre-fabrication activities for subsequent offshore modifications and tie-ins on the existing Mafumeira Norte platform and the future Mafumeira Sul production platforms; - for CABGOC, installation work is underway on the Congo River Crossing Pipeline project in Angola, which comprises engineering, procurement, fabrication and the installation of three subsea pipelines and subsea spools, as well as trenching and crossing works. The project is to be developed off the coasts of Angola and the Democratic Republic of the Congo; - work commenced for ExxonMobil, in Angola, on the Kizomba Satellite Phase 2 at the Soyo and Ambriz yards. The scope of work includes engineering, procurement, fabrication and installation of production and water injection pipelines and flowlines, rigid jumpers and other related subsea structures. In the North Sea: - installation of an umbilical has just been completed for Total in the Dutch sector of the North Sea as part of the K4-Z project. The contract encompasses the engineering, procurement, fabrication, installation and pre-commissioning of a gas pipeline and a piggy back line. The project also includes pipeline trenching, burial and shore approach works; - work is underway for Dong E&P in the Danish sector of the North Sea on the Hejre project, which encompasses engineering, procurement, construction and installation of two pipelines that will connect the Hejre field to the Hejre platform; - various structures were installed using the Saipem 7000 for ConocoPhillips (Jasmin, Eldfisk) and Nexen (Golden Eagle). In Russia: - work is underway for Lukoil-Nizhnevolzhskneft in Russia on the Filanovsky contract for the engineering, procurement, fabrication and installation of an oil pipeline and a gas pipeline in a maximum water depth of 6 metres, along with related onshore pipelines connecting the riser block in the offshore field to the onshore shut-off valves. Work also commenced on the additional scope of work comprising the transport and installation of four platforms. In the framework of the Under Water Operation project in Azerbaijan, subsea inspection, maintenance and repair works continued for BP Exploration (Caspian Sea) Ltd on BP offshore
infrastructures in the Azeri offshore, including platforms installed by BP in previous years. On the Chirag Oil Project for AIOC, work is underway on the transportation and installation of a jacket (construction of which was completed in the first few months of 2013) and topside. In Kazakhstan: - for Agip KCO, as part of the programme for the development of the Kashagan field: logistical support work is underway on the Hook-Up and Commissioning project, encompassing the hook-up and commissioning of offshore facilities and pre-fabrication and completion of modules at the Kuryk Yard; work was completed on the New Hook-Up, Pre-commissioning and Commissioning Assistance project, which principally involved the completion of the interconnecting components between modules on islands A and D; - work commenced for Teniz Burgylau Llp, a consortium with Keppel Kazakhstan Llp, on the fabrication, outfitting and commissioning of a jack-up rig. Work is underway in the Gulf of Mexico for Chevron on the Jack Saint Malo project, which encompasses the transport and installation of an export pipeline connecting the floating platform Jack Saint Malo. In Brazil, for Petrobras: - work was completed on the P55-SCR contract, encompassing the engineering, procurement, transportation and offshore installation of flowlines and risers serving the semi-submersible platform P-55 to be installed in the Roncador field, in the Campos Basin, off the coast of the Rio de Janeiro state in Brazil; - work continued on the Guara & Lula-Nordest gas export pipeline project encompassing the transportation, installation and pre-commissioning of two export sealines, as well as the engineering, procurement and construction of related subsea equipment; - work continued on the contract for the construction of the Rota Cabinas gas export trunkline, situated in the Santos Basin Pre-Salt Region. The development comprises the engineering and procurement of subsea equipment and the installation of a gas pipeline in a maximum water depth of 2,200 metres. The pipeline will connect the Central Gathering Manifold in the Lula field, in the Santos Basin, to the onshore Processing Plant of Cabinas, located in the Maca district, in the State of Rio de Janeiro; - work commenced on the Sapinho Norte and Cernambi Sul project, encompassing the engineering, procurement, fabrication, installation and pre-commissioning of the SLWR (Steel Lazy Wave Riser) for the collection system at the Sapinho Norte field, and of the FSHR (Free Standing Hybrid Risers) for the gas export systems at the Sapinho Norte and Cernambi Sul fields. Work was also started on the Sapinho Norte and Iracema Sul project.
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In Venezuela: - work continued for PDVSA on the Dragon - CIGMA project involving the transportation and installation of the gas pipeline which will connect the Dragon gas platform to the CIGMA complex; - work began for Cardon IV on the Perla EP project encompassing the transport and installation of three platforms and three pipelines. In Italy, work for OLT Offshore LNG Toscana to convert the gas carrier ship, Golar Frost, has almost been completed. The contract encompasses the conversion of the ship, provided by the client, into a floating, storage and regasification unit, plus offshore installation and commissioning activities. The income statement for the first half of 2013 reflects the additional costs expected to complete the project, which were announced in the profit warning issued on June 14, 2013.
In the Leased FPSO segment, the following vessels carried out operations during the period: - the FPSO Cidade de Vitoria, as part of an eleven-year contract with Petrobras on the second phase of development of the Golfinho field, situated off the coast of Brazil at a water depth of 1,400 metres; - the Firenze FPSO unit, on the Eni E&P contract for the supply and operation of an FPSO for a period of 20 years, the first 8 of which involve exploitation of the Aquila well in the Adriatic at a depth of 815 metres; - the FPSO Gimboa carried out operations on behalf of Sonangol P&P, under a six-year contract for the provision and operation of an FPSO unit for the development of the Gimboa field, located in Block 4/05 offshore Angola, at a water depth of 700 metres.
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Saipem FDS 2
Castoro Otto Saipem 3000 Bar Protector Semac 1 Castoro II Castoro 10 Castoro 12 S355 Crawler Castoro 16 Saibos 230 Ersai 1 Ersai 2 Ersai 3 Ersai 4 Ersai 400 Castoro 9 Castoro XI Castoro 14 Castoro 15 S42 S43 S44 S45 S46 S47 S 600 FPSO - Cidade de Vitoria FPSO - Gimboa Firenze FPSO
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Market conditions
Although international economic conditions continued to show signs of weakness, with world GDP growth forecast to fall, the first few months of the 2013 Onshore segment registered good levels of project awards above those seen in the same period of 2012. Investment levels were sustained by a series of major awards in the Asia-Pacific area (pipelines, refining and LNG segments), but also in areas such as Russia (LNG and refining) which in the previous two years had been showing marked signs of a slowdown. Spending also remained sustained in the Middle East (upstream, pipelines and refining segments) and North America (pipelines, petrochemicals, refining and fertiliser segments). Other areas where major awards were made in the first few months of the year included Europe, where there was the award of a major refinery project in Turkey and West Africa, where a new fertiliser facility project was awarded. Globally, future investments in the upstream, midstream and downstream segments are expected to be increasingly driven by the abundance of gas (and, to a lesser extent, of oil) from non-conventional fields. The recovery in investments seen in North America in the downstream segment (pipelines, petrochemicals, refining and fertiliser) is an example of this trend. In certain geographical areas, various factors of conflict are causing a climate of uncertainty with respect to future investments. These include the situation of political unrest in a number of countries in the Middle East and North Africa, nuclear friendly energy policies being pursued by Iran and North Korea in defiance of international directives, as well as unresolved territorial disputes between China and Japan. During the opening months of the year, the pipelines segment saw the award in China of phase 2 of the third West-East China gas pipeline. This is a project of significant dimensions which,
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The positive trend registered in the previous year in the refining segment continued in the first half of 2013 with the award of contracts for a number of important facilities. These included Nghi Son in Vietnam (a Petrovietnam project), Izmir in Turkey (a Socar project), Volgograd in Russia (a Lukoil project) and Ras Laffan in Qatar (a Laffan Refinery project). The demand for oil products continues to grow and this is driving investments in future projects. Increasingly stringent environmental regulations are causing the refining segment to constantly modernise, with existing refineries obliged to constantly bring on board processes efficiency improvements, in a trend which is favouring medium-small investments. Forecasts for future projects in the short-medium term are good in relation to all of the geographical areas being monitored. The largest planned investments are located in Asia-Pacific, the Middle East, Latin America and North America. Interesting investments are also planned in the CIS, Africa and Europe. In the petrochemical segment, following the flurry of contract awards in 2012, which saw investments in the segment return to pre-crisis levels, the first few months of 2013 brought the award of an ethylene facility at Freeport in Texas (Dow Chemical project), signalling a steady, gradual recovery in downstream investments in the USA, and a second award for a butanol plant in Saudi Arabias Jubail complex (a Sadara project). Demand for petrochemical products and in particular for ethylene and propylene is experiencing growth and in the short-medium term will be met by investments in new plant constructions and an increase in utilisation rates of existing plants. The biggest levels of future investments are expected in Asia-Pacific and the Middle East. Good prospects are also forecast in Latin America, North America and CIS. The opening months of 2013 in the fertiliser segment saw the award of a fertiliser facility in Nigeria (a Dangote project) and the construction of an ammonia plant in Waggaman, Louisiana, United States (an Incitec project). Growth in demand for fertiliser products in the short-medium term is expected to drive construction of new plants, with projects planned in various geographical areas. The largest investments are expected in Latin America and Asia-Pacific, but there are good prospects in the Middle East and West Africa, while investments are also expected in the other geographical areas. The fertiliser segment is also characterised by medium-small investments in plant expansions and/or modernisations of existing facilities. The first few months of 2013 brought a recovery in investments in the upstream segment, after the marked downturn registered in 2012. The majority of contracts were awarded in the Middle East (United Arab Emirates and Iraq). Of particular note are two major projects awarded in the United Arab Emirates for the development of the Sarb (an Adma-Opco project) and Upper Zakum (a Zadco project) fields. Iraq continued to experience the positive trend that began in the previous year. Following many years of uncertainty caused by the political situation, the period saw the award of another package of work relating to the development of the Badra field (a Gazprom project).
Forecasts for short-medium term investments in conventional and non-conventional oil and gas fields are registering growth, driven by oil prices that are sufficiently high to guarantee an adequate return and by rising plant utilisation rates in 2012 which are reducing future supply flexibility. Long-term investment forecasts also remain good, due to the inherent structural characteristics of the upstream segment i.e. in order to obtain the same capacity of oil or gas and address the gradual decline of fields currently in production, it is necessary to maintain and/or continue to develop new wells. The most interesting geographical areas in terms of the development of new fields and new project awards remain the Middle East and North America, although interesting projects are also planned in a number of other geographical areas (Asia-Pacific, Africa, Latin America and CIS). Finally, the rapid economic development occurring in the emerging countries is creating an important new market for large-scale civil and port infrastructures which Saipem is targeting, especially in strategic regions.
New contracts
The most significant contracts awarded to the Group during the period were: - the Socar Refinery project for Star Refinery AS in Turkey encompassing the engineering, procurement and construction of a refinery and three crude refinery jetties to be built in the area adjacent to the Petkim Petrochemical facility; - in Nigeria, an EPC contract with Dangote Fertiliser Ltd for a new ammonia and urea production complex to be realised in Edo State, Nigeria. The scope of work encompasses engineering, procurement and construction of two twin production streams and related utilities and off-site facilities; - the EPC contract Tempa Rossa for Eni in Italy, encompassing improvements to the storage infrastructure for crude oil; - the EPC contract Cemex Plant Saluggia for Sogin in Italy, encompassing the engineering procurement and construction of a temporary storage facility for radioactive liquid waste; - the Zubair Gathering System project for Morning Star for General Services Llc and ExxonMobil Iraq Ltd, in Iraq, which encompasses the construction of a gathering system, flowlines and interconnecting facilities, as well as the distribution node; - the Rotondella contract for Sogin, in Italy, encompassing the construction of a plant for the concrete encasement of radioactive waste, the building which will house the plant and a building for the storage of cement products.
Capital expenditure
Capital expenditure in the Onshore Engineering & Construction sector focused mainly on the acquisition of equipment and facilities for the base in Canada, as well as the maintenance of the existing asset base.
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Work performed
The biggest and most important projects underway or completed during the first half of 2013 were. In Saudi Arabia: - for Saudi Aramco, construction work was completed on the Manifa Field contract for the construction of the gas/oil separation trains at the Manifa Field. The project encompasses the engineering, procurement and construction of three gas/oil separation trains, gas dehydration, crude inlet manifolds and the flare gas system; - for the Emirate of Makkah Province, procurement and construction work continued on the Stormwater Drainage Program - Package 8 project, encompassing the procurement, installation, construction and assistance during the commissioning of a new rainwater drainage system, serving the northern side of the City of Jeddah; - for Safco, work continued on the Safco V contract, which encompasses the engineering, procurement and construction of an urea production plant, together with associated utilities and off-site systems and interconnecting structures to existing plants; - for Saudi Aramco and Sumitomo Chemical, work continued on the contract for the Naphtha and Aromatics Package of the Rabigh II project. The scope of work includes the engineering, procurement and construction of two processing units: a Naptha Reformer Unit and an Aromatics Complex. In Qatar, work on the EPC Qafco 5 - Qafco 6 project for Qatar Fertiliser Co SAQ in the industrial area of Qafco in the city of Mesaieed was completed. The project comprised engineering, procurement, construction and commissioning of 4 new ammonia and urea production plants and associated service infrastructures. The plants will go on to form the worlds largest ammonia and urea production site. In the United Arab Emirates: - activities continued on a contract for Abu Dhabi Gas Development Co Ltd forming part of the development of the high sulphur content Shah sourgas field, encompassing the treatment of 1 billion cubic feet a day of sourgas from the Shah field, the separation of the sulphur from the natural gas and the transportation of both to treatment facilities near Habshan and Ruwais in the northern part of the Emirate; - for the Etihad Rail Co in Abu Dhabi, work continued on a project encompassing the engineering and construction of a railway line linking the natural gas production fields of Shah and Habshan (located inland) to the Port of Ruwais. In Kuwait: - construction work was completed for Kuwait Oil Co (KOC) on the BS 160 contract, which encompasses the engineering, procurement, construction and commissioning of a new gas booster station consisting of two trains for gas compression and dehydration. The gas will be subsequently conveyed to the Mina Al Ahmadi refinery;
- work continued on the BS 171 contract for Kuwait Oil Co (KOC), which encompasses the engineering, procurement and construction of a new booster station comprising three high and low-pressure gas trains for the production of dry gas and condensate. Work is underway in Iraq for Fluor Transworld Services Inc and Morning Star for General Services Llc on the West Qurna project. The contract comprises engineering, procurement, construction, pre-commissioning and commissioning of water treatment and conveyance infrastructure, a pipeline and a water injection system. In Morocco, for Tangier Mediterranean Special Agency, in a joint venture with Bouygues Travaux Publics and Bouygues Maroc, work continued on a contract for the expansion of the Port of Tangiers. In Algeria, for Sonatrach, in the context of a deterioration in relations that has led to a decline in the financial and economic conditions on projects currently underway, as announced in the profit warning issued on June 14, 2013: - construction activities were completed on the contract for gas pipeline GK3 - lot 3, encompassing the engineering, procurement and construction of a gas transportation system. Lot 3 comprises a gas pipeline system from Mechtatine to Tamlouka in the northeast of Algeria, which then connects the latter to Skikda and El-Kala, located on the northeast coast of the country; - construction work continued on the LNG GL3Z Arzew contract, which comprises engineering, procurement and construction of a liquefaction plant and the construction of utilities, a generator set and jetty; - construction work was completed and commissioning started on the contract in Algeria for the construction of infrastructure of an LPG treatment plant in the Hassi Messaoud oil complex. The contract comprises the engineering, procurement and construction of 3 LPG trains; - construction work has almost been completed on the project for Sonatrach and First Calgary Petroleum for the construction of facilities for the treatment of natural gas extracted from the Menzel Ledjmet East field and from the future developments of the Central Area Field Complex. The contract encompasses the engineering, procurement and construction of the natural gas gathering and treatment plant and related export pipelines. In Nigeria: - work for ChevronTexaco on the EPC-type Escravos GTL project has almost been completed. The plant will comprise 2 parallel trains; - work is underway in Nigeria on the SSAGS (Southern Swamp Associated Gas Solution) contract for Southern Swamp, comprising engineering, procurement, construction and commissioning of compression facilities at four sites and of new gas central production facilities at one of the sites, which will treat the routed associated gas;
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- work is underway for Exploration and Production Nigeria Ltd (TEPNG) on the Northern Option Pipeline project, comprising engineering, procurement, construction and commissioning of a pipeline that will connect Rumuji to Imo River; - work continued for the government of Rivers State on the contract for the engineering, procurement and construction of the first and second train of the Independent Power Plant at Afam; - work has just commenced for Dangote Fertiliser Ltd on a new ammonia and urea production complex to be realised in Edo State, Nigeria. The scope of work encompasses engineering, procurement and construction of two twin production streams and related utilities and off-site facilities. In Italy: - construction activities are being completed for the Eni Refining & Marketing Division in connection with the first industrial scale application of EST Technology (Eni Slurry Technology), as part of the project for the construction of a refinery at Sannazzaro. EST to whose development Saipem made a significant contribution has the capacity to convert almost completely heavy oil residues into lighter products; - for Rete Ferroviaria Italiana SpA (FS Group) in Italy, work is underway on the contract for the detailed engineering, project management and construction of a 39 km section of high-speed railway line and an additional 12 km of interconnections with the existing conventional railway, along the Treviglio-Brescia section which crosses the provinces of Milan, Bergamo and Brescia, as well as all associated works, such as power lines, works to reduce road interference, road crossings and environmental mitigation. In Poland, engineering work continued for Polskie LNG on the Polskie contract for the construction of a re-gasification terminal. The contract encompasses the engineering, procurement and construction of the regasification facilities, including 2 liquid gas storage tanks. In Canada: - work continued on the Sunrise contract for Husky Oil, which encompasses the engineering, procurement and construction of the Central Processing Facilities, comprising 2 plants. The increase in expected costs for the execution of this project, which was announced in the profit warning of June 14, 2013, are reflected in the income statement for the first half of 2013; - works are underway for Canadian Natural Resources Ltd in the Athabasca region, in Alberta, on the engineering, procurement and construction of a Secondary Upgrader plant, under a contract included in the Horizon Oil Sands - Hydrotreater Phase 2 project. In Mexico: - work continued for PEMEX on the Tula and Salamanca contract for the construction of two desulphurisation units and two amine regeneration units to be built at two of the clients refineries. The facilities will be built at the Miguel Hidalgo refinery, located 2,000 metres above sea level near the town of
Tula and at the Antonio M. Amor refinery, located 1,700 metres above sea level near the town of Salamancai. The increase in expected costs for the execution of this project, which was announced in the profit warning of June 14, 2013, are reflected in the income statement for the first half of 2013; - engineering, procurement and construction work is underway for Transportadora de Gas Natural Norte-Noroeste (Transcanada) on the El Encino project in relation to a pipeline that will connect El Encino (Chihuahua State) to Topolobampo (Sinaloa State). In Suriname, for Staatsolie, work is underway on the contract encompassing engineering, procurement, fabrication and construction for the expansion of the Tout Lui Faut refinery, located south of the capital Paramaribo. In Australia: - work is in progress for Gladstone LNG Operations Pty Ltd on the contract for Gladstone LNG involving the engineering, procurement and construction of a gas pipeline connecting the Bowen and Surat fields to the Gladstone State Development Area (GSDA) near the city of Gladstone, Queensland, where an LNG liquefaction and export plant is due to be built; - construction activities are underway for Chevron on the Gorgon LNG jetty and marine structures project. The scope of work consists of the engineering, procurement, fabrication, construction and commissioning of the LNG jetty and related marine structures for the new Chevron Gorgon LNG plant on Barrow Island, 70 kilometres off the Pilbara coast of Western Australia.
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Offshore Drilling
General overview
At June 30, 2013, the Saipem offshore drilling fleet consisted of eighteen vessels: seven deep-water units for operations at depths in excess of 1,000 metres (the drillships Saipem 10000 and Saipem 12000 and the semi-submersible drilling rigs Scarabeo 5, Scarabeo 6, Scarabeo 7, Scarabeo 8 and Scarabeo 9), two for mid water operations at depths of up to 1,000 metres (the semi-submersible drilling rigs Scarabeo 3 and Scarabeo 4), three high specification jack-ups for operations at depths from 300 to 375 feet (Perro Negro 6, Perro Negro 7 and Perro Negro 8), five standard jack-ups for activities at depths up to 300 feet (Perro Negro 2, Perro Negro 3, Perro Negro 4, Perro Negro 5 and Ocean Spur) and one barge tender rig (TAD). All units are the property of Saipem, with the exception of the jack-up Ocean Spur, which is on lease from third parties. The fleet also includes other minor units operating mainly offshore Peru and Libya. During the first half of 2013, Saipems offshore drilling fleet operated in the Norwegian sectors of the North Sea and the Barents Sea, in the Mediterranean Sea, the Red Sea, the Persian Gulf, offshore Mozambique, in West Africa, and offshore Ecuador and Peru. 2012 reveals a positive general trend in day rates for both jack-ups (especially in West Africa and the Gulf of Mexico, followed by North Europe and Asia-Pacific) and floaters (in the Gulf of Mexico and West Africa, in particular). The increase in day rates registered in the first half of 2013 would seem, however, less significant in percentage terms than the increase seen in the second half of 2012. There continues to be a very significant amount of activity relating to the construction of new drilling rigs. The next four years will in fact see the construction of 48 new floaters (37 drillships and 11 semi-submersibles), of which more than half are already under contract and 75 jack-ups, of which more than 70% are high specification.
New contracts
The most significant contracts awarded to the Group during the period were: - a five year extension of the charter by Eni of the drillship Saipem 10000 starting from the third quarter of 2014 for drilling activities operations worldwide; - a one year extension of the charter by IEOC of the semi-submersible Scarabeo 4 for operations in Egypt.
Market conditions
In spite of the instability of the global economy, the offshore drilling sector is continuing to experience the upward trend already seen in the previous year. The sustained demand seen in the deepwater segment was driven in particular by an increased interest on the part of operators in the field development phase. Globally, in the shallow water segment, the levels of activity registered for jack-ups hit a record high, with good growth recorded in demand. Day rates were also significantly up compared with only two years before. Activities in the waters of the Gulf of Mexico exceeded preMacondo levels in spite of the more stringent regulations now in place, heralding a new phase of recovery. The overall number of jack-ups under contract registered an increase during the period compared with both the first and second halves of 2012, in particular in the Middle East. In the floaters segment, globally, the number of drillships remained essentially unchanged with the exception of the Gulf of Mexico area, where there are clear signs of a recovery underway. The semi-submersibles segment meanwhile registered an increase in active units worldwide. With an increase in demand and a supply that was essentially unchanged, global utilisation rates for the first half of 2013 remained very high. A figure in excess of 90% was registered for both jack-ups (standard and high specification) and floaters. In particular, drillships operating in the Gulf of Mexico and Latin America registered a 100% utilisation rate during the period. A comparison between the first half of 2013 and the same period of
Capital expenditure
In the Offshore Drilling sector, capital expenditure related to the completion of class reinstatement works on the jack-up Perro Negro 3 and the semi-submersible rig Scarabeo 5, in addition to the maintenance and upgrading of the existing asset base.
Work performed
During the first half of 2013, Saipems offshore units drilled 75 wells for a total depth of 101,248 metres. The fleet was deployed as follows: - deep-water units: the drillships Saipem 12000 and Saipem 10000 continued to operate in Angola and Mozambique on long-term charters with Total and Eni, respectively. The semi-submersible Scarabeo 9 operated in Togo and Ghana for Eni on a long-term charter and at the end of the period began mobilisation to Angola. The semi-submersible rig Scarabeo 8 continued to operate in the Norwegian sector of the Barents Sea for Eni Norge; the semi-submersible rig Scarabeo 7 continued operations offshore Angola for Eni Angola; the semi-submersible rig Scarabeo 6 operated in Egypt for Burullus; the semi-submersible rig Scarabeo 5 continued operations in the
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Norwegian sector of the North Sea for Statoil until approximately mid-June and then began to transit towards the Netherlands for maintenance and class reinstatement work due to be carried out in the second half of 2013; - mid water units: the semi-submersible Scarabeo 4 continued operations in Egypt on a contract for International Egyptian Oil Co (IEOC); the semi-submersible Scarabeo 3 completed work in Gabon for Harvest and in March transited to Nigeria to recommence work for Addax; - high specification jack-ups: the Perro Negro 8 continued to work in Italy for Enis Exploration & Production Division; the Perro Negro 7 continued operations for Saudi Aramco in the Persian Gulf, while the Perro Negro 6 continued operations on a long-term contract in Angola for Chevron. As described in the section Events subsequent to period end, the Perro Negro 6 sank near the mouth of the Congo river on July 1, 2013; - standard jack-ups: the Perro Negro 5 and the Perro Negro 2 continued operations in the Persian Gulf for Saudi Aramco and National Drilling Co (NDC), respectively; the Perro Negro 4
continued to operate in the Red Sea for Petrobel; the Perro Negro 3 underwent maintenance and class reinstatement works during the first three months of the year and then began operations in the United Arab Emirates on a long-term contract for National Drilling Co (NDC); the Ocean Spur, which is operated by Saipem and owned by third parties, continued operations in Ecuador for Petroecuador; - other activities: in the Congo, the tender assisted drilling unit TAD continued work for Eni Congo SA while management of the Loango-Zatchi platforms proceeded; offshore Peru, activities continued for BPZ Energy and for Savia, in this latter case using vessels owned by the client and operated by Saipem; offshore Libya, operations for Mabruk Oil Operations with the 5820 packaged installation were completed.
Utilisation of vessels
Vessel utilisation in the first half of 2013 was as follows:
Vessel Semi-submersible platform Scarabeo 3 Semi-submersible platform Scarabeo 4 Semi-submersible platform Scarabeo 5 Semi-submersible platform Scarabeo 6 Semi-submersible platform Scarabeo 7 Semi-submersible platform Scarabeo 8 Semi-submersible platform Scarabeo 9 Drillship Saipem 10000 Drillship Saipem 12000 Jack-up Perro Negro 2 Jack-up Perro Negro 3 Jack-up Perro Negro 4 Jack-up Perro Negro 5 Jack-up Perro Negro 6 Jack-up Perro Negro 7 Jack-up Perro Negro 8 Tender Assisted Drilling Unit Ocean Spur
Days under contract 174 148 155 122 181 179 168 172 181 171 110 181 181 181 181 181 173 181
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Onshore Drilling
General overview
In the first half of 2013, the number of onshore drilling rigs increased to 107, of which 97 are owned by Saipem (including 4 under construction) and 10 by third parties (but operated by Saipem). The areas of operations were South America (Peru, Bolivia, Brazil, Colombia, Ecuador, Chile and Venezuela), Saudi Arabia, the Caspian Sea area (Kazakhstan), Africa (Algeria, Mauritania and Congo) and Europe (Italy and Ukraine).
Capital expenditure
In the Onshore Drilling sector, capital expenditure during the period mainly related to completion works on five new rigs due to operate in Saudi Arabia, in addition to the upgrading of the existing asset base.
Work performed
192 wells were drilled during the period, totalling approximately 418,178 metres drilled. In South America, Saipem operated in a number of countries: in Peru, work was carried out for various clients (including Repsol, Petrobras, Pluspetrol, Gran Tierra, Perenco, Savia and Interoil) deploying eighteen company-owned rigs and operating six rigs owned by the client or by third parties; in Bolivia, four rigs were deployed for YPFB Andina, Pluspetrol and Repsol; in Brazil, work was completed for Petrobras and mobilisation commenced to new areas of operations in South America and the Middle East for work on new contracts; in Colombia, work continued for various clients, including Ecopetrol, Equion, Canacol, Schlumberger Surenco and Parex Resources, involving the deployment of seven rigs; in Chile, work was commenced for ENAP deploying one rig which will be joined by a second rig during the second half of 2013; in Ecuador, three rigs operated for various clients, including Repsol, Tecpetrol and Petroamazonas; finally, in Venezuela, work continued for PDVSA involving the deployment of twenty eight rigs. In Saudi Arabia, where Saipem has fifteen rigs, the Company continued operations for Saudi Aramco and completed work for South Rub Al-Khali Co (SRAK). In the Caspian region, Saipem operated in Kazakhstan for various clients, such as KPO, Agip KCO, Zhaikmunai and UOG, using 5 of its own rigs and 3 supplied by a partner. In North Africa, Saipem deployed five rigs on operations in Algeria for various clients, including Groupement Sonatrach Agip, Gazprom, PTTEP and Repsol, and also deployed one rig in Mauritania for Total. In West Africa, Saipem continued operations in the Congo on behalf of Eni Congo SA using 2 of its own rigs and operating 1 rig owned by the client. Following the completion of its contractual obligations, one of the two company-owned rigs began to transit to Saudi Arabia for the start of operations for Saudi Aramco on a long-term contract. Operations in Italy saw the deployment of one rig which performed work for Eni in Trecate in the Novara area. In Ukraine, Saipem deployed one rig on operations for Shell. In Turkey, Saipem began mobilisation of a company-owned rig for use on drilling operations for Star Refinery AS.
Market conditions
Global levels of activity in the onshore drilling sector during the first half of 2013 provided confirmation of the levels registered at year-end 2012 thanks in particular to an increase in exploratory projects and in spite of a slight slowdown in North America. In the United States, there has been a constant, steady increase in investments since 2011, connected in particular with tight oil and shale gas production, but in the second half of 2012, a decline in demand for rigs caused by a drop in oil prices saw a fall in the numbers of active rigs that was also registered in the first half of 2013. Having hit record levels in the last part of 2012, day rates also experienced a slight fall at the beginning of 2013. Canada registered a downturn in activities due to an extended spring, weak demand and a lack of qualified personnel which led to some rigs (especially less modern rigs) not being used. Internationally, levels of activity in the onshore drilling segment continued to be positive. The areas registering the biggest percentage increases compared with 2012 (in terms of investments and number of rigs operating) were Asia-Pacific (especially Australia), Latin America (Argentina and Venezuela above all) and Saudi Arabia. Day rates recorded globally during the first few months of 2013 were unchanged compared with year-end 2012 but were higher than those seen in the first half of 2012.
New contracts
The most significant contracts awarded to the Group during the first half of 2013 were: - a three year extension of a contract with Eni Congo for the operation of a rig owned by the client; - extensions of contracts of varying durations with various clients for drilling operations in South America.
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Utilisation of rigs
Average utilisation of rigs was 93.2% (96% in 2012). At June 30, 2013, company-owned rigs amounted to 93 (plus 4 under completion), located as follows: 28 in Venezuela, 19 in Peru, 15 in Saudi Arabia, 7 in Colombia, 5 in Algeria, 5 in Kazakhstan, 4 in Bolivia, 3 in Ecuador, 2 in Chile, 1 in Congo, 1 in Italy, 1 in Mauritania, 1 in Turkey and 1 in Ukraine. In addition, 6 third-party rigs were deployed in Peru, 1 in Congo and 3 by the joint venture company SaiPar in Kazakhstan.
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Saipem Interim Consolidated Report as of June 30, 2013 / Financial and economic results
First half 2012 2013 6,397 4 (4,352) (938) 1,111 (345) 766 (83) 5 688 (199) 489 (15) 474 5,186 3 (4,175) (1,123) (109) (359) (468) (92) 8 (552) (15) (567) (8) (575)
% Ch. (18.9)
.. ..
.. .. ..
Net sales from operations for the first half of 2013 amounted to 5,186 million, representing a decrease of 18.9% compared to the same period of 2012, due to lower volumes and the effect of the revised project estimates announced in the profit warnings issued on January 29, 2013 and June 14, 2013 in both the Offshore and Onshore E&C sectors. EBITDA amounted to -109 million. Depreciation and amortisation of tangible and intangible assets amounted to 359 million, representing an increase compared with the first half of the previous year, mainly due to the Offshore E&C and Onshore Drilling sectors, as described in the following pages. The operating result (EBIT) for the first half of 2013 totalled -468 million. The decrease compared with the same period of 2012 is related to the lower margin forecasts announced in the
statement to the markets on January 29, 2013 and the revised guidance concerning projects currently underway issued on June 14, 2013. The most significant variations are detailed in the breakdown by business sector. Net finance expense increased by 9 million compared with the first half of 2012, mainly due to the increase in average net borrowings. Net income from investments amounted to 8 million, representing an increase compared with the same period of 2012. The adjusted net result before income taxes amounted to -552 million. Income taxes amounted to 15 million, a decrease compared to the first half of 2012, due principally due to the decrease in taxable income. The adjusted net result for the period totalled -575 million.
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Saipem Interim Consolidated Report as of June 30, 2013 / Financial and economic results
First half 2012 2013 6,397 (5,393) (60) (72) (6) (6) (94) 766 5,186 (5,400) (81) (68) (7) (8) (90) (468)
% Ch. (18.9)
..
In the first half of 2013, the Saipem Group achieved net sales from operations of 5,186 million, representing a decrease of 1,211 million compared to the same period of the previous year. Production costs (which include direct costs of sales and depreciation of vessels and equipment) amounted to 5,400 million, which was in line with the same period of 2012. Idle costs increased by 21 million, mainly due to lower utilisation of vessels on projects. Selling expenses of 68 million registered a decrease of 4
million compared to the same period of 2012, as a consequence of a greater degree of selectivity and focus in terms of project proposals made. Research and development costs expensed as incurred as operating expenses increased by 1 million. General and administrative expenses amounted to 90 million, representing a decrease of 4 million. The breakdown by business sector is as follows:
First half 2012 2013 2,518 (2,057) 461 (131) 330 2,210 (2,177) 33 (140) (107)
Revenues for the first half of 2013 amounted to 2,210 million, representing a 12.2% decrease compared to the same period of 2012, due mainly to smaller volumes recorded in the North Sea and Europe. The increase in the cost of sales, which amounted to 120 million, compared with the first half of 2012, was mainly due to increased costs for the construction of a new vessel for a client and to technical issues connected with the new pipelayer Castorone, as announced in the revised guidance issued on June 14, 2013. Depreciation and amortisation rose by 9 million compared with
the same period of 2012 mainly due to the start of operations at the Karimun Yard in Indonesia and full scale operation of the Saipem 3000. The operating result for the first half of 2013 amounted to -107 million, equal to -4.8% of revenues, versus 330 million, equal to 13% of revenues, in the first half of 2012. The EBITDA margin stood at 1.5%. The negative operating result is due in particular to the low productivity of the Castorone on projects in the Gulf of Mexico, additional costs incurred on the OLT Livorno project and delays to the start of works on newly acquired projects.
First half 2012 3,015 (2,752) 263 (16) 247 2013 2,001 (2,579) (578) (17) (595)
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Saipem Interim Consolidated Report as of June 30, 2013 / Financial and economic results
Revenues for the first half of 2013 amounted to 2,001 million, representing a 33.6% decrease compared to the same period of 2012, due mainly to smaller volumes recorded in North and West Africa. The cost of sales, which amounted to 2,597 million, also decreased compared with the first half of 2012. Depreciation and amortisation of 17 million were in line with the same period of 2012.
The operating result for the first half of 2013 amounted to -595 million, versus 247 million in the first half of 2012, with a margin on revenues dropping from 8.2% to -29.7%. Meanwhile, the EBITDA margin stood at -28.9%, compared with 8.7% in 2012. The negative operating result is essentially due to difficulties encountered and resulting increased costs on projects being undertaken in Algeria (GK3, MLE, Arzew), Canada (Sunrise) and Mexico (Gasolina), as announced in the revised guidance issued on June 14, 2013.
Offshore Drilling
Year 2012 1,088 (509) 579 (285) 294 Net sales from operations Cost of sales EBITDA Depreciation and amortisation Operating result (EBIT)
( million)
First half 2012 2013 509 (236) 273 (133) 140 608 (285) 323 (131) 192
Revenues for the first half of 2013 amounted to 608 million, representing a 19.4% increase on the first half of 2012. This was mainly due to the full utilisation of the semi-submersible rigs Scarabeo 8 (under construction during early 2012) and Scarabeo 5 (undergoing upgrading works in the second quarter of 2012), and the entering into service of the Ocean Spur, which was leased from third parties. The cost of sales increased by 20.8% compared to the first half of 2012. This increase reflected the increase in volumes for the period.
Depreciation and amortisation dropped by 2 million compared with the same period of 2012. The operating result (EBIT) for the first half of 2013 amounted to 192 million, compared to 140 million in the first half of 2012, while the margin on revenues increased from 27.5% to 31.6%. The EBITDA margin stood at 53.1%, representing a slight decrease on the figure of 53.6% registered in the same period of the previous year.
Onshore Drilling
Year 2012 750 (512) 238 (135) 103 Net sales from operations Cost of sales EBITDA Depreciation and amortisation Operating result (EBIT)
( million)
First half 2012 2013 355 (241) 114 (65) 49 367 (254) 113 (71) 42
Revenues for the first half of 2013 amounted to 367 million, representing a 3.4% increase compared to the same period of 2012, due mainly to increased utilisation of the rigs in Saudi Arabia and Kazakhstan. The cost of sales registered an increase of 5.4% compared with the first half of 2012, in line with the rise in revenues. The increase in depreciation and amortisation was due to new rigs entering into service.
Operating result (EBIT) for the first half of 2013 amounted to 42 million, compared to 49 million in the first half of 2012, while the margin on revenues dropped from 13.8% to 11.4%. Meanwhile, the EBITDA margin stood at 30.8%, compared with 32.1% for the same period of 2012. This fall in profitability is mainly due to increased costs accrued for the demobilisation of personnel and operating vessels.
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Saipem Interim Consolidated Report as of June 30, 2013 / Financial and economic results
Balance sheet and financial position Saipem Group - Reclassified consolidated balance sheet (1)
The reclassified consolidated balance sheet aggregates asset and liability amounts from the statutory balance sheet according to function, under three basic areas: operating, investing and financing.
June 30, 2012 (2) 8,289 753 9,042 3,993 471 3,655 923 107 9,149 (47) (229) 8,873 4,804 134 3,935 8,873 0.80 441,410,900 - Offshore Engineering & Construction - Onshore Engineering & Construction - Offshore Drilling - Onshore Drilling Investments Non-current assets Net current assets Employee termination indemnities Capital employed, net Shareholders equity Minority interest Net debt Funding Leverage (net borrowings/shareholders equity including minority interest) No. shares issued and outstanding 4,064 513 3,535 898 116 9,126 932 (255) 9,803 5,377 148 4,278 9,803 0.77 441,410,900 Net tangible assets Net intangible assets
Management believes that the reclassified consolidated balance sheet provides useful information that helps investors to assess Saipems capital structure and to analyse its sources of funds and investments in fixed assets and working capital.
December 31, 2012 (2) 8,254 756 9,010 4,126 579 3,482 958 123 9,268 103 (263) 9,108 4,418 120 4,570 9,108 1.01 441,410,900 June 30, 2013 8,389 756 9,145
( million)
(1) See Reconciliation of reclassified balance sheet, income statement and cash flow statement to statutory schemes on page 57. (2) For the effects of the application of IAS 19 see the Basis of presentation section on page 66.
Management uses the reclassified consolidated balance sheet to calculate key ratios such as the Return On Average Capital Employed (ROACE) and leverage (used to indicate the robustness of a companys capital structure). Non-current assets at June 30, 2013 stood at 9,268 million, an increase of 142 million compared to December 31, 2012. This increase was due to capital expenditure of 492 million and the positive effect deriving mainly from the translation of financial statements in foreign currencies of 9 million, which was only partially offset by depreciation and amortisation of 359 million. Net current assets decreased by 829 million, dropping from 932 million at December 31, 2012 to 103 million at June 30, 2013, due to an improvement in working capital mainly related to advances received on new contracts, the financial settlement of negotiations with clients that have either been concluded or are in the process of being concluded and to the reduction in contract work in progress relating mainly to the revised guidance concerning projects issued on June 14, 2013.
The provision for employee benefits amounted to 263 million, an increase of 8 million compared with December 31, 2012. As a result of the above, net capital employed decreased by 695 million, reaching 9,108 million at June 30, 2013, compared with 9,803 million at December 31, 2012. Shareholders equity, including minority interest, decreased by 987 million to 4,538 million at June 30, 2013, compared with 5,525 million at December 31, 2012. This decrease reflected the negative effect of the net result for the period of 567 million, dividend distribution of 337 million, changes in the fair value of exchange rate and commodity hedging instruments of 96 million and the translation into euro of financial statements expressed in foreign currencies and other variations amounting to 20 million, partially offset by the transfer of a business division (33 million). The decrease in net capital employed, which was smaller than the decrease in shareholders equity, led to an increase of 292 million in net borrowings, from 4,278 million at December 31, 2012 to 4,570 million at June 30, 2013.
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Saipem Interim Consolidated Report as of June 30, 2013 / Financial and economic results
December 31, 2012 (1) 200 3,343 3,542 (1,320) (5) (79) 211 1,929 736 4,278
June 30, 2013 (1) 241 3,971 4,211 (1,527) (6) (75) 179 1,788 359 4,570
The fair value of derivative assets (liabilities) is detailed in Note 6 Other current assets, Note 17 Other current liabilities and Note 22 Other non-current liabilities of the Notes to the condensed consolidated interim financial statements.
A breakdown by currency of gross debt, amounting to 6,179 million, is provided in Note 13 Short-term debt and Note 18 Long-term debt and current portion of long-term debt.
First half 2012 2013 489 (129) 35 2 19 (73) 415 397 19 (567) (112) (21) 16 (117) (684) (693) 9
Net profit (loss) for the period Other items of comprehensive income: - change in the fair value of cash flow hedges (*) - exchange rate differences arising from the translation into euro of financial statements currencies other than the euro - share of other comprehensive income of investments accounted for using the equity method - income tax relating to other items of comprehensive income Other items of comprehensive income Total comprehensive income for the period Attributable to: - Saipem Group - minority interest
(*) The change in the fair value of cash flow hedges relates almost exclusively to transactions with the Parent Company Eni.
Shareholders equity including minority interest at December 31, 2012 Total comprehensive income (loss) for the period Dividend distribution Sale of treasury shares Other changes Total changes Shareholders equity including minority interest at June 30, 2013 Attributable to: - Saipem Group - minority interest
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Saipem Interim Consolidated Report as of June 30, 2013 / Financial and economic results
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 treasury shares, capital issuance) and the effect of changes in consolidation and of exchange differences, or (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.
( million)
(1) See Reconciliation of reclassified balance sheet, income statement and cash flow statement to statutory schemes on page 57.
Net cash flow from operations (499 million) fully funded capital expenditures, generating a positive free cash flow of 49 million. Cash flow from capital and reserves, which amounted to a negative 337 million, were due to the payment of dividends. The sale of treasury shares for incentive schemes for managers generated a negative cash flow of 4 million. Net borrowings therefore increased by 292 million.
In particular Cash flow from operations before changes in working capital of 123 million related to: - the net result for the period of -567 million, including minority interest of 8 million; - depreciation, amortisation and impairment of tangible and intangible assets of 359 million, the change in the provision
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Saipem Interim Consolidated Report as of June 30, 2013 / Financial and economic results
for employee benefits (9 million) less other changes of 16 million; - net finance expense of 77 million and income taxes of 15 million. The positive change in working capital related to operations of 865 million was due to financial flows of projects underway. Dividends received, income taxes paid, interest paid and received during the first half of 2013 of 243 million were mainly related to taxes paid and refunded and to the purchase and sale of tax credits.
Capital expenditure in the period amounted to 492 million. Details of investments by sector are as follows: Offshore Engineering & Construction (213 million), Onshore Drilling (126 million), Onshore Engineering & Construction (89 million) and Offshore Drilling (64 million). Additional information concerning capital expenditure during the first half of 2013 can be found in the Operating Review section. Cash flow generated by disposals amounted to 42 million.
Key profit and financial indicators Return On Average Capital Employed (ROACE)
Return On Average Capital Employed is calculated as the ratio between adjusted net result before minority interest, plus net finance charges on net borrowings less the related tax effect and net average capital employed. The tax rate applied on finance charges is 27.5%, as per the applicable tax legislation.
Adjusted net result Exclusion of net finance expense (net of tax effect) Unlevered adjusted net result Capital employed, net: - at the beginning of the period - at the end of the period Average capital employed, net Adjusted ROACE Return On Average Operating Capital
equity, and to carry out benchmark analyses against industry standards. Leverage is a measure of a companys level of indebtedness, calculated as the ratio between net borrowings and shareholders equity, including minority interest.
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Sustainability
Saipem operates a complex network of activities, each of which is expected to contribute to ensuring balanced and sustainable development in the communities and geographical areas in which the Company operates in order to improve competitiveness and help maintain a long-term license to operate. For this reason, it is of primary importance for Saipem to be able to build and maintain strong relations with all of its stakeholders, engaging and involving them and endeavouring to fully understand their needs and their expectations. The Sustainability Committee, which exercises a sustainability strategy setting role and is chaired by the CEO, Umberto Vergine, met in June to discuss the results of the 2012 Sustainability Report, developments in the Companys communications strategy and sustainability initiatives currently underway. health, safety, the environment, people, suppliers and local communities. The information presented in the report thus complements the financial and operating data contained in the annual report proper with the aim of providing a broad and comprehensive overview of the Company. The second document, Saipem Sustainability 2012, deals in a more detailed and in-depth manner with those issues considered to be of greatest significance for Saipems business and for the Companys principal stakeholders. Both documents have been audited by Reconta Ernst & Young, and are available as interactive documents on the Company website. For the third year running, Ersai Llc has prepared a Sustainability Report detailing its sustainability performance in 2012. Once approved, the document will be made available on the sustainability section of the Saipem website at www.saipem.com/sustainability. The period also saw Saipem publish the Puerto Nuevo (Colombia) Project Report, while during the second half of the year, the Angola and Nigeria Country Reports are due to be finalised. These project and country-specific documents, which describe initiatives underway, best practices adopted and results achieved in terms of sustainability are aimed in particular at local stakeholders.
Sustainability reporting
For the second year running, in accordance with Global Reporting Initiative guidelines (the most advanced international sustainability reporting framework), Saipem has published two documents: Sustainability Performance 2012, published as an addendum to the 2012 Annual Report, and Saipem Sustainability 2012. Sustainability Performance 2012 contains a brief summary of Company operations but its focus are the key performance indicators relating to Saipems main sustainability issues of
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involved in developing an initiative designed to increase the earning capacity of local women by providing professional training courses. With availability of specialised personnel representing a crucial element in ensuring the success of a local content development policy, Petromar in Angola is currently working to both improve and increase the course options on offer at the training centre in Luanda. Also moving in the same direction is Brazil-based operating company Saipem do Brasil who, in
partnership with SENAI, the National Service for Industrial Training, is currently developing an apprenticeship scheme which aims to provide students with technical training through a combination of practical experience and class-room based lessons. Finally in Peru, Venezuela and Colombia, local company Petrex has been particularly active in developing initiatives such as workshops and campaigns designed to promote a culture of safety among employees and their families.
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Saipem Interim Consolidated Report as of June 30, 2013 / Research and development
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Saipem Interim Consolidated Report as of June 30, 2013 / Research and development
Meanwhile work is also underway on adapting the technology to J-lay installation. In the sealine trenching area, the experiments at sea of techniques for the transplantation of the aquatic plant Posidonia continued, confirming the positive results obtained previously. Studies on a new subsea pipeline trenching and installation method with a very low environmental impact were also concluded during the period. The focus of the work has now shifted to developing the method and equipment for actual application. Other studies conducted in parallel focused on developing optimal trench excavation techniques for use with hard soils. A feasibility study was completed on a new system for measuring the burial depth of pipelines after they have been laid in trenches. Newly designed components providing high pulling capacity were installed during the period on a clamp on board a pipelay vessel for use on deep-water projects. Meanwhile cyclic load and limit load testing was carried out in parallel on both new and used components. Studies aimed at obtaining improvements in the reel lay process and equipment were completed during the period. A new solution was evaluated from both a technical and economic point of view with positive results. New welding equipment which provides improved quality welds on coated carbon steel sealines made a significant contribution to an offshore construction project. Following the excellent results obtained during numeric simulations for a new highly productive offshore pipeline welding process, an experimental validation campaign was planned. Meanwhile, in the light of the positive results achieved in tests on key components, the new welded joint coating system for subsea pipeline construction operations became the subject of a full-scale project whose objective is to extend the method to J-lay, S-lay and fabrication operations. Qualification testing attended by a third party was commenced while the production process for the system equipment also began. Development work on offshore pipe recognition using RFID technology for use during pipelay operations was completed. The system is currently being used on-board the pipelay vessel Castorone on a project situated in the Gulf of Mexico. Meanwhile promising results emerged from feasibility studies of alternative techniques for the automatic recognition of pipeline ID tags and geometric characteristics whose aim is to further facilitate pre-production and pipelay work. A new system which allows the rapid release of critical equipment in the event of uncontrolled pipeline movement and thus reduces risks during S-lay operations has been designed and is now undergoing testing. Testing was carried out successfully on a new instrument for the remote measurement of pipeline internal ovalisation during laying operations. The production process is now underway.
Development work and testing was also stepped up with a view to application on a real project of a system designed to prevent pipeline flooding during continuous laying operations. Engineering, prototype construction and testing of the critical components of the system continued to take place during the period, as did an important review of the entire system. With regard to subsea operations, developments of the pipe repair system continued with the aim of extending its applicability to hydrosulfuric acid-rich environments as well as to acid environments in general. An innovative method for sealine repair (that is also suitable also for construction operations) that does not involve a traditional telescopic joint is ready for the testing phase. At the same time, numerical simulations were completed on a study whose aim is to reduce hydroacoustic impact during subsea pile driving operations. A significant effort went into the development of a safe solution allowing the replacement of steel cables used in deep-water lifting operations and pipeline shore approaches with rope made from synthetic fibres. Development work continued on tools designed to simulate and guide offshore construction operations. Process development activities during the period focused on the achievement of continuous improvements in the environmental compatibility of proprietary fertiliser production technology SnamprogettiTM Urea, licensed to 127 units world-wide. Much effort was put into minimising the environmental impact of Urea plants (Urea Zero Emission) through the implementation of innovative technologies currently under development. A collaboration was launched with the Fraunhofer Institut involving the development and supply of technological components that will be validated in a special facility at the University of Bologna and then included in Urea Zero Emission process flows. Following the technology screening phase conducted during 2012, the first half of the year saw the launch of a new innovation project whose aim is to achieve increased energy efficiencies in process facilities. Work on the project was commenced on four different areas. The first results are expected by the end of 2013. Among the research and development activities with an environmental theme conducted during the first six months of 2013 there was the positive conclusion of a project concerning the re-injection of geothermal waste waters as a means of reactivating geothermal fields. The experimental procedure developed on the project makes it possible to determine what potential negative effects, such as corrosion, may result from re-injection. Re-injection represents an interesting and environmentally sustainable option for reusing potential pollutants. Finally, Saipems continued to provide technical support to the main players in the energy industry in relation to commercial offshore wind power initiatives.
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Saipem Interim Consolidated Report as of June 30, 2013 / Quality, Health, Safety and Environment
Safety
The Total Recordable Incident Frequency Rate for the first quarter of 2013 was 1.08, which was in line with the target set for 2013 of 1.06. Although the number of Lost Time Incidents fell significantly compared with the first half of 2012, the period unfortunately saw two fatal accidents, one of which led to the death of two contractors, who were killed when the walls of a trench collapsed on them. In the other accident, a Saipem employee was crushed by a pipe during lifting and moving operations taking place on a barge. Activities and initiatives carried out during the first half of 2013 with the aim of maintaining high workplace health and safety standards included: - extension of ISO 14001 (Environment) and OHSAS 18001 (Health and Safety) certifications issued by Det Norske Veritas (DNV) to all of Saipem SpA. At the beginning of 2013, the Drilling Business Unit received certification, thus joining the Engineering & Construction Business Unit and Corporate processes, which previously achieved certification; - HSE training continued in accordance with a plan that encompasses both the recent State-Regions Agreement and the Saipem HSE training protocol. In addition, further developments were made on the new Delphi training portal, whose principal aims are to standardise and share teaching materials and to become a reference point for HSE trainers and all types of training initiative; - the development of software applications designed to improve HSE business and management processes. The period saw the launch of the software application Corinth which is used to manage the HSE audit process at Saipem SpA. Previously, year end 2012 saw the launch of the Nike application, which is designed to ensure the standardisation of Personal Protective Equipment. The dissemination, training and support phase continues for both applications; - ongoing dissemination of the Leadership in Health and Safety programme and continuous updating and development. The roll-out of the programme has encompassed all levels of the Company, with Managers and supervisors attending the workshops. Work continued apace on the diffusion of the Company safety culture with forums organised in Congo and Peru. Meanwhile the first few months of the year saw the completion of preparations for the new phase of LiHS, which focuses on health. The new initiative, called Choose Life, has already been presented to Company management and the first workshops have been held. The initiative is designed to raise awareness of health risks. Finally, 2013 once again saw Saipem promote and lend its support to the World Day for Safety & Health at Work for which it organised a special competition.
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Saipem Interim Consolidated Report as of June 30, 2013 / Quality, Health, Safety and Environment
Environment
Numerous activities and environmental initiatives were pursued during the first half of the year, including: - the organisation of initiatives connected with World Environment Day centred around the theme Reduce your foodprint; - the completion of monitoring activities and gap analyses in collaboration with the Legal Affairs and Internal Audit departments aimed at evaluating critical areas in terms of compliance with the new requirements introduced into Legislative Decree No. 231/2001 by Legislative Decree No. 121 of July 7, 2011. Work is now continuing with the implementation of management and organisational measures designed to reduce and eliminate any critical areas identified; - the launch following careful planning of a series of office Energy Analysis activities in accordance with ISO 50001:2001 Energy Management Systems; - consolidation of the Companys environmental communication tools, which include the magazine eNews, which illustrates the principal environmental initiatives occurring within Saipem. -
Health
With regard to health-related issues, the period saw Saipem continue with its normal activities and also promote a series of new initiatives: - more than 2,400 preventive medical check-ups were carried out for Italian and international personnel; 300 people required further examination and 11 were alcohol and drug tested; - the diffusion of the Pre-Travel Counselling programme for all personnel due to work abroad continued, including updates
based on international health alerts. May saw the inauguration of the pre-travel information point at the Arbatax site; the drive to raise vaccine awareness, in particular in relation to mandatory and strongly recommended vaccines, proceeded for Italian and foreign destinations; the S Viaggiare international travellers handbook application developed for the Apple platform is currently in the start-up phase. The application is available in two versions: an Enterprise version for Saipem employees and a Customer version for general use by all international travellers; agreements and collaborations with a large number of medical facilities and hospitals continued during the period in relation to a wide range of issues, including with Romes Universit La Sapienza for carrying out epidemiological studies, with the IRCCS Policlinico di San Donato Milanese for health promotion initiatives and with the CIRM (Centro Internazionale Radio Medico) for the provision of radio medical advice to employees working onboard Saipems offshore fleet; an Occupational Health team was set up in Chennai, India, with the aim of recording medical data for international employees on the GIPSI database; implementation of the healthy diet initiative H-factor continued at additional sites; Saipem organised events to coincide with a number of international awareness days celebrated by the World Health Organisation, namely World Tuberculosis Day, World Health Day, World Malaria Day, World No Tobacco Day and World Blood Donor Day. A number of important initiatives were carried out with the aim of encouraging employees to monitor their blood pressure. Presentations, posters and leaflets were produced to publicise all of the above events and initiatives.
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Human resources
Workforce
The period saw a steady growth in the Saipem workforce in line with project requirements. Recruitment is still ongoing to meet staffing requirements for projects in the construction phase (Canada, Mexico and Australia), fabrication centres (Brazil, Indonesia and Angola) as well as new onshore rigs (the Arabian Peninsula). The expected freeing up of human resources on projects due to close (Algeria, the Arabian Peninsula and Kazakhstan), which would have offset this increase, was postponed until the second half of the year. In terms of international industrial relations, important collective labour agreements were signed in Angola and in the drilling sector in Nigeria. In accordance with company policies, which supports the rights of employees to freedom of association, Saipem is involved in the creation and negotiation of a collective labour agreement for employees at its Chinese branch. An important agreement made necessary by changes in local legislation was signed in Algeria. Saipem representatives will once again attend the annual Eni European Works Council meeting which will be held in Bruges in July.
Industrial Relations
The global nature of the environment in which Saipem operates, which is characterised by situations of great diversity in socio-economic, political, industrial and regulatory terms, requires the Company to pay great care and attention together to its management of industrial relations. Saipem has a well-established model of industrial relations which focuses on ensuring the harmonisation and optimal management, in accordance with company policies, of relations with trade unions and employers associations, as well as with political institutions and public bodies. As was expected, the first half of the year brought with it a number of significant events in terms of industrial relations. These included the meeting in March at which the companys new top management team illustrated the organisational restructuring plans and changes to governance policies it had pressed strongly for to the General and National Secretaries of the Energy and Oil sector trade unions. The period also saw the renewal of the national collective labour agreement for the Energy and Oil sector, which is the contract under which 70% of the Companys Italian resources are employed. The maritime trade unions requested the beginning of discussions with regard to the renewal of company-specific supplementary agreements. In June, an agreement was signed with local representatives of the metalworkers trade unions in relation to workers at the Arbatax Yard. The agreement will allow a reduction in the interruptions between fixed-term contracts and also create a degree of flexibility that will both facilitate resource management and have a beneficial effect in terms of employment opportunities. As in the previous year, the first half of 2013 again saw the signing of an agreement with the various Italian workers unions, setting down rules and responsibilities for the planning of holidays, with a view to achieving greater efficiency and alignment of management processes.
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success factor of great strategic importance for the business, the work started in 2012 to develop information systems designed to enable the analysis and redefinition of expatriation methodologies and policies continued during the first half of 2013. A significant effort was also devoted to communication, information and training for secondary Human Resources offices (at Business Unit and geographical level in Italy and abroad) with the aim of ensuring their knowledge of international assignment processes. Meanwhile an initiative has been launched aimed at redefining expatriation policies. The aim is to ensure a more effective work-life balance among employees and provide a more effective response to worker needs pertaining to specific operating situations by introducing elements of flexibility while maintaining compliance with general rules and regulations and overall consistency. The initiative is applying benchmarking against market best practices and international assignment models and practices in use at major companies comparable with Saipem in terms of size and geographical location. Training of HR department staff with regard to the principal aspects of labour, contract, tax, social security and immigration law continued during the period with the aim of ensuring the consolidation and development of specialist skills and know-how related to personnel management and administration.
improved performance and profitability. The defining characteristics of the new organisational structure of the Business Unit are as follows: - 3 Business Lines Onshore, Offshore and Floaters responsible for the global definition and implementation of their respective strategies and business plans as well as the attainment of commercial and execution objectives; - 8 Regional Managers, who represent the Engineering & Construction Business Unit in the geographical area assigned, and are responsible for the development and integrated promotion of the E&C Business and for optimising and consolidating the operating companies and the resources present locally; - Central functions Commercial, Tendering and Engineering, Technologies and Commissioning with a guidance, coordination and control remit for local companies and a development role at worldwide level. A wide range of organisational measures were also taken to support Top Management with its guidance, coordination and control functions in terms of governance, business and compliance. An Executive Committee has been created which will advise the CEO on key business decisions for the Company. Additional initiatives were implemented to improve the Saipem system of governance and compliance through: - the analysis and definition of improvement actions with regard to the definition, checking and approval of company standards and regulations, the system governing delegations and signing authority and the functionalities of information systems used to monitor the procurement of goods and services; - the redefinition of sensitive work processes. Furthermore, the following organisational changes were made: - a Business and Technology Development department was set up reporting directly to the CEO with the aim of ensuring coordinated, integrated management of opportunities for business and technology development and maintaining the Companys corporate image and identity;
Year 2012 13,973 16,817 2,368 7,162 2,234 42,554 7,379 35,175 42,554 6,405 974 7,379 Dec. 31, 2012 7,699 44,980 Number of engineers Number of employees Offshore Engineering & Construction Onshore Engineering & Construction Offshore Drilling Onshore Drilling Staff positions Total Italian personnel Other nationalities Total Italian personnel under open-ended contract Italian personnel under fixed-term contract Total
(units) (units)
First half Average workforce 2012 13,632 16,280 2,213 6,679 2,611 41,415 7,365 34,050 41,415 6,350 1,015 7,365 June 30, 2012 7,362 41,785 Average workforce 2013 15,712 18,344 2,743 7,641 2,016 46,456 7,448 39,008 46,456 6,557 891 7,448 June 30, 2013 7,663 47,927
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- Quality Assurance and Quality Control moved directly under the CEO to emphasise and reinforce the Companys commitment to delivering products and services that meet the highest standards of quality; - Contract Management moved from Legal Affairs directly under the CEO with the aim of ensuring an increased focus on business-related activities. Meanwhile, on the overseas organisational front, analysis, design and development activities were started on an initiative aimed at establishing an operating model for the regional areas under the E&C Business Unit. There has also been a systematic redesign of the relevant corporate organisational structures to align them with business needs. Saipem continues to place great emphasis on human resources development as a fundamental element for ensuring an effective definition of its workforce in qualitative terms. The development of internal resources is carried out through processes that are closely linked to the Companys business needs. As part of this approach, work continued during the first half of 2013 to consolidate the People Strategy and the Employee Value Proposition. In particular, the period saw the redesign of the Performance Management model, which constitutes a unique, integrated, transparent tool for providing Company employees at all hierarchical levels with orientation and guidance from both a professional point of view as well as in terms of expected conduct. The employee engagement analysis commenced in November 2012 in Italy and the United Kingdom with the aim of monitoring personnel motivation levels and obtaining data on areas of strength and critical issues was concluded during the period. Where improvement measures are required, these will be implemented during the second half of 2013. The 2013 Remuneration Report was published in compliance with legal obligations pursuant to Article 123-ter of Legislative Decree No. 58/1998 and Article 84-quater of the Consob Issuers Regulation. This document was approved by Saipems Board of Directors on March 13, 2013 and published on the Companys website. Individual annual monetary incentives, which were based on actual 2012 management performance, were paid out in March to 133 Italian senior managers, representing 43.8% of the total, with a total cost outlay of 3,637,500 (11.24% of total compensation at January 1, 2013). Saipems selection activities target personnel offering extensive and relevant professional experience and capabilities in order to ensure the Company is able to respond to the demands of a market which requires Saipem to maintain constant levels of excellence. With a view to developing and fostering such capabilities, which it can often be difficult to source on the labour market, Saipem continues to invest in employer branding schemes and initiatives aimed at Italian universities and the countrys top secondary level technical schools. May 2013 saw the opening of the selection procedure for the 12 places available on the postgraduate masters program in Safety and Environmental Management in the Oil&Gas Industry, which is organised in collaboration with the University of Bologna and Eni Corporate University. A distinctive feature of the new edition of the program is the admission of European and non-European students in addition to Italian students.
Taking its cue from developments in the market, Saipem is seeking to build lasting relations with Italys technical institutes with a view to strengthening its corporate image, cultivating an awareness of its business activities and enhancing its ability to attract young school leavers by influencing their training paths. An example of this strategy is the Sinergia project, on which work was continued during the period. Meanwhile an intensive technical-professional training programme aimed at young school leavers, designed to develop and consolidate the capabilities required to cover a series of roles that are critical to Saipems business, was held once again during the period. A new learning management software application called Peoplearning is currently under development. The application will provide a system for skills management that will facilitate the achievement of excellence and enable critical health, safety and environmental skills training and certification to be monitored. Pursuant to relevant Legal Compliance requirements, the Company continued during the period with its drive to ensure the dissemination of the Internal Control Model at all hierarchical levels both in Italy and abroad, with e-learning courses being organised in connection with Legislative Decree No. 231/2001 and Security issues. Training initiatives for the members of the Compliance Committee of subsidiaries also continued during the period, as did those required by Legislative Decree No. 81/2008 for Employers, Safety Managers, Safety Supervisors and Safety Officers. The period also saw the launch of training for Managing Directors of major overseas companies. The modular training course, which has been designed in collaboration with Eni Corporate University, is specifically focused on the following areas: - Corporate Governance and Compliance; - Business Context (focusing on communication); - Corporate Finance and Financial Statements; - Stakeholder Management; - Contract Management; - Integration between internal functions. The internationally oriented programme on Business Leadership aimed at a number of critical roles, such as Project Director and Area Manager, was once again held in conjunction with Eni Corporate University and Eni. In order to respond to the need for innovation and cost control during the design phase, a dedicated workshop for engineers was organised. In line with the key elements of the Employee Value Proposition, which places a high value on training and emphasises the development of professional areas characterised by high levels of skill and specialisation, training projects were geared towards consolidating and leveraging technical roles. To this end, an interdepartmental project called Training matrix was carried out to map and define training and professional certification programs for critical staff and line functions at Saipem. The aim of the project is to ensure both continued professional excellence and the upkeep of the high standards demanded by clients through the monitoring of technical and professional know-how and HSE training.
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The first half of 2013 saw work continue on the project to upgrade the Saipem Training Centres, which are global hubs whose mission is to ensure supervision and monitoring of Saipem knowledge and the promotion of training courses structured according to the needs of each role. With regard to overseas employees, Local Content initiatives are continuing in Kazakhstan and Saudi Arabia with the aim of increasing the use of local resources in technical roles in the offshore and drilling sectors. Saipem also confirmed its strong interest in countries such as Brazil and Canada, where business development activities were flanked by an intensification of employer branding and resource attraction, retention and engagement initiatives. In the Guaruj
Yard in Brazil, comprehensive modular training programs combining theory and practice were commenced for pre-fabrication and fabrication technical staff. Internal communications activities carried out during the period were devoted in particular to cascading down information regarding the new organisational structure and to issues related to change management. The corporate intranet site saw the launch of new interactive video platform SaiTube, which allows employees to upload and share work-related videos and photos. The application also allows site users to publish comments and rate uploads, making SaiTube a first step in the direction of full-scale social media.
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Information technology
Information, Communication, Technologies
The first half of 2013 saw further consolidation of the change initiatives implemented on the Companys information management systems in recent years, as well as the development of a number of new business-related initiatives which will have a significant role to play in the future in relation to the Companys digitisation strategy. With regard to SAP R/3 6.0, the inventory management functionalities offered by Material Ledger are currently being rolled out in Group companies. The roll out of Material Ledger also impacts upon Spectecs AMOS asset maintenance management system. In addition, the roll out of SAP is underway at Saipem do Brasil in response to the growing importance of the companys initiatives in Brazil. The roll out is now expected to be completed during the first quarter of 2014. In the HR area, the OSA (One Step Ahead) project being developed in partnership with Oracle Corp relating to the Peoplesoft HCM (GHRS) application continued to produce positive results during the period. The new releases completed during the period related to the Talent Management and Recruitment modules. Meanwhile the roll out of the Saipem-developed international payroll solution continued apace. The period saw the completion of a total of 16 Saipem Group company payrolls, with a completion rate of 30,000 individual payrolls per month expected to be achieved by the end of the year. Development and maintenance of the software and HR management activities have been offshored to Saipem India Projects Ltd in Chennai. In parallel with the payroll roll out, ICT is also aiming to introduce the new Falcon suite of applications within Group companies. The suite will provide a standard solution for international HR management satisfying all local requirements plus all related authorisation workflows, and will also enable uniform, centralised management of personal and contract data that in the long term it will be possible to use as a basis for producing comprehensive operational and analytical reporting. The improvement in the quality of HR data available in GHRS has facilitated the roll out of the workload management system. The initiative currently provides coverage of all operating areas in terms of business demand and HR capacity, corresponding to a total of over 30,000 resources managed. The period also saw the completion and release of a data warehouse dashboard for top management which is accessible through the web and on tablet devices. ICT business support activities during the period focused on the adoption of innovative tools targeted at increasing the efficiency and quality of engineering design and construction. Through partnerships with major suppliers of software solutions, such as Aveva, Bentley, and Intergraph, Saipem is continuing with its strategy of reducing customisations in favour of the adoption, where possible, of standard platforms enhanced on the basis of a continuous dialogue between the suppliers development centres and Saipem experts. The adoption of new modelling tool Intergraph SmartPlant 3D and the development of new processes for automated drawing generation and for checking engineering data quality and consistency were successfully completed during the period. The lessons learned from the experience have been leveraged to obtain a competitive edge on new contracts requiring the use of the same product. Other business support initiatives carried out during the first half of the year were connected with the new site management models, which are using a new system for the management of piping spools and related technical documentation. The system has recently been ported for use on rugged tablet devices designed for on-site use. The period also saw the deployment of a new construction management suite called Cosmo, which features site activity planning integrated with Oracle Primavera, functionalities for job accounting and the development of pre-commissioning and commissioning plans, plus a new quality system. With regard to IT infrastructure, the roll out of the WIE (Windows Infrastructure Evolution) project which will allow Saipem to take advantage of the benefits deriving from the functionalities of the new Microsoft products is nearing completion. The change programme was implemented using the latest project control techniques in order to minimise risk and identify any potential critical issues and interdependencies between individual activities. In addition to the project activities outlined above, the ICT area also established a presence in Chennai, India, where a number of infrastructure activities have been offshored, thus laying the foundations for a future internationalisation of the companys infrastructure management services. Finally, governance, compliance and security processes were carried out according to schedule, while the findings of the analysis of company data and the risks associated with their processing is currently being disseminated. These activities are combined with the use of cutting-edge IT security technologies to mitigate the security risks associated with data processing by the company information systems.
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Risk management
Saipem implements and maintains an adequate system of internal controls and risk management, composed of instruments, organisational structures and company regulations designed to safeguard company assets and to ensure the effectiveness and efficiency of company processes, reliable financial reporting, and compliance with all laws and regulations, the Articles of Association and company procedures. The structure of the internal control system of Saipem, which constitutes an integral part of the Organizational and Management Model of the company, which assigns specific roles to the companys management bodies, compliance committees, control bodies, company management and all personnel, is based on the principles contained in the Code of Ethics and the Corporate Governance Code, taking into account the applicable legislation, the CoSO report1 and national and international best practices. Additional information on the internal control system and risk management, including details concerning its architecture, instruments and design, as well as the roles, responsibilities and duties of its key actors, is contained in the Corporate Governance Report and Shareholding Structure document. The main industrial risks that Saipem faces and is actively monitoring and managing are the following: (i) the market risk deriving from exposure to fluctuations in interest rates and exchange rates between the euro and the other currencies used by the company and the risk deriving from exposure to commodity price volatility; (ii) the credit risk deriving from the possible default of a counterparty; (iii) the liquidity risk deriving from the risk that the sources of funding required to meet the Groups short-term financial obligations may not be available; (iv) the HSE risk associated with the potential occurrence of accidents, malfunctions, or failures with injury to persons and damage to the environment and impacts on operating and financial results; (v) the country risk; (vi) the project risk associated with the execution phase of engineering and construction contracts undertaken by the Onshore E&C and Offshore E&C Business Units. Financial risks are managed in accordance with guidelines defined by the Parent Company, with the objective of aligning and coordinating Group companies policies on financial risks. value of the Groups financial assets, liabilities or expected future cash flows. Saipem actively manages market risk in accordance with a set of policies and guidelines that provide a centralised model of conducting finance, treasury and risk management operations based on the Group Treasury Structures.
Market risk
Market risk is the possibility that changes in currency exchange rates, interest rates or commodity prices will adversely affect the
(1) The Committee of Sponsoring Organizations of the Treadway Commission (1992), Internal Control - Integrated Framework.
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on the income statement and shareholders equity of hypothetical positive and negative variations of 10% in the exchange rates. The analysis was performed for all relevant financial assets and liabilities denominated in the currencies considered and regarded in particular the following items: - exchange rate derivatives; - trade and other receivables; - trade and other payables; - cash and cash equivalents; - short and long-term financial liabilities. For exchange rate derivatives, the sensitivity analysis on fair value was conducted by comparing the conditions underlying the forward price fixed in the contract (i.e. spot exchange rate and interest rate) with spot rates and interest rate curves corresponding to the relevant contractual maturity dates, on the basis of period-end exchange rates subjected to hypothetical positive and negative changes of 10%, with the resulting effects weighted on the basis of the notional amounts. The analysis did not examine the effect of exchange rate fluctuations on the measurement of work in progress because work in progress does not constitute a financial asset under IAS 32. Moreover, the analysis regards exposure to exchange rate risk in accordance with IFRS 7 and therefore does not consider the effects of the conversion of financial statements of consolidated companies with functional currencies other than the euro. A positive variation in exchange rates between the foreign currencies examined and the euro (i.e. depreciation of the euro against the other currencies) would have produced an overall effect on pre-tax profit of -61 million (-49 million at December 31, 2012) and an overall effect on shareholders equity, before related tax effects, of -487 million (-393 million at December 31, 2012). Meanwhile, a negative variation in exchange rates between the foreign currencies examined and the euro (i.e. appreciation of the euro against the other currencies) would have produced an overall effect on pre-tax profit of 54 million (48 million at December 31, 2012) and an overall effect on shareholders equity, before related tax effects, of 345 million (389 million at December 31, 2012). The increases/decreases with respect to the previous year are essentially due to the currency exchange rates on the two reference dates and to variations in the assets and liabilities exposed to exchange rate fluctuations.
evaluated by the Corporate Finance Unit of Eni SpA at fair value on the basis of market standard evaluation and market prices provided by specialised sources. The analysis calculated the effect on the income statement and shareholders equity of hypothetical positive and negative variations of 10% in interest rates. The analysis was performed for all relevant financial assets and liabilities exposed to interest rate fluctuations and regarded in particular the following items: - cash and cash equivalents; - short and long-term financial liabilities. For interest rate derivatives, the sensitivity analysis on fair value was conducted by comparing the interest rate conditions (fixed and variable rate) underlying the contract and used to calculate future interest rate differentials with discount curves for variable interest rates on the basis of period end interest rates subjected to hypothetical positive and negative changes of 10%, with the resulting changes weighted on the basis of the notional amounts. For cash and cash equivalents, the analysis used the average balance for the year and the average rate of return for the year, while for short and long-term financial liabilities, the average exposure for the year and average interest rate for the year were considered. A positive variation in interest rates would have produced an overall effect on pre-tax profit of -5 million (-6 million at December 31, 2012) and an overall effect on shareholders equity, before related tax effects of -5 million (-6 million at December 31, 2012). A negative variation in interest rates would have produced an overall effect on pre-tax profit of 5 million (6 million at December 31, 2012) and an overall effect on shareholders equity, before related tax effects of 5 million (6 million at December 31, 2012). The increases/decreases with respect to the previous year are essentially due to the interest rates on the two reference dates and to variations in the assets and liabilities exposed to interest rate fluctuations.
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Such derivatives are evaluated at fair value by the Treasury Department of Eni SpA on the basis of market standard evaluation models and market prices provided by specialised sources. With regard to commodity risk hedging instruments, a 10% positive variation in the underlying rates would have produced no significant effect on pre-tax profit and an overall effect on shareholders equity, before related tax effects, of 2 million (1 million at December 31, 2012). A 10% negative variation in the underlying rates would have produced no significant effect on net profit and an overall effect on shareholders equity, before related tax effects, of -2 million (-1 million at December 31, 2012). The increase (decrease) with respect to the previous year is essentially due to the differences between the prices used in calculating the fair value of the instrument at the two reference dates.
Liquidity risk
Liquidity risk is the risk that suitable sources of funding for the Group may not be available (funding liquidity risk), or that the Group is unable to sell its assets on the market place (asset liquidity risk), making it unable to meet its short-term finance requirements and settle obligations. Such a situation would negatively impact the Groups results as it would result in the company incurring higher borrowing expenses to meet its obligations or under the worst of conditions the inability of the company to continue as a going concern. As part of its financial planning process, Saipem manages liquidity risk by targeting a capital structure that guarantees a level of liquidity adequate for the Groups needs, optimising the opportunity cost of maintaining liquidity reserves and achieving an optimal profile in terms of maturity and composition of debt in accordance with business objectives and prescribed limits. At present, in spite of the current market conditions, Saipem believes it has access to sufficient funding and borrowing facilities to meet currently foreseeable requirements, thanks to a use of credit lines that is both flexible and targeted to meet business needs. The liquidity management policies used have the objective of ensuring both adequate funding to meet short-term requirements and obligations and a sufficient level of operating flexibility to fund Saipems development plans, while maintaining an adequate finance structure in terms of debt composition and maturity. As of June 30, 2013, Saipem maintained unused borrowing facilities of 1,657 million. In addition, Eni SpA provides lines of credit to Saipem SpA under Eni Group centralised treasury arrangements. These facilities were under interest rates that reflected market conditions. Fees charged for unused facilities were not significant. The following tables show total contractual payments (including interest payments) and maturities on financial debt and payments and due dates for trade and other payables.
Credit risk
Credit risk represents Saipems exposure to potential losses deriving from the non-performance of counterparties. As regards counterparty risk in commercial contracts, credit management is the responsibility of the business units and of specific corporate finance and administration functions operating on the basis of standard business partner evaluation and credit worthiness procedures. For counterparty financial risk deriving from the investment of surplus liquidity, from positions in derivative contracts and from physical commodities contracts with financial counterparties, Group companies adopt guidelines issued by the Treasury Department of Saipem in compliance with the centralised treasury model of Eni. The critical situation that has developed on the financial markets has led to additional preventative measures being adopted to avoid the concentration of risk and assets. This situation has also required the setting of limits and conditions for operations involving derivative instruments. The company did not have any significant cases of non-performance by counterparties. As at June 30, 2013, Saipem had no significant concentrations of credit risk.
Finance debt
Maturity
( million)
50
2015-2017 4
After -
payments being made in future years. The following table shows undiscounted payments due in future years in relation to outstanding contractual obligations.
Maturity
( million)
2014
(*)
2015 52
2016 48
2017 45
After 57
Total 331
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The operating leases mainly relate to office buildings, long-term time charters and land.
The table below summarises Saipems capital expenditure commitments for property, plant and equipment and capital projects for which procurement contracts will normally have been entered into.
Maturity
( million)
2014 39 18 57
liabilities that Saipem may incur in relation to compliance with environmental, health and safety laws and regulations are expected to remain material to the Groups results of operations and financial position in future years. Recently enacted legislation regarding health and safety in the workplace in Italy introduced new requirements which will have an impact on operations at Eni sites and in particular on relationships with contractors as well as significant repercussions on the models used for attributing liability in the event of violations of health and safety legislation. The new legislation emphasised the importance of adopting certified organisational and management models, by establishing it as a condition for exemption from administrative liability in the event of violations of legislation regarding health and safety in the workplace. For this purpose, Saipem has adopted HSE guidelines to ensure the health and safety of employees, local communities, contractors and clients and the safeguarding of the environment, in compliance with local and international rules and regulations and in line with international best practices and standards. An ongoing process of risk identification, evaluation and mitigation is at the heart of HSE management operations in all phases of activity and for all business units. This process is implemented through the adoption of effective management procedures and systems designed to suit the specific characteristics of each activity and the sites in which they take
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place and with a view to achieving the continuous improvement of plant and processes. Additionally, the codification and proceduralisation of operating phases has led to a reduction of the human component in plant risk management. Operating emergencies that may have an adverse impact on assets, people and the environment are managed by the business units at site level through dedicated HSE structures equipped with emergency response plans indicating the corrective actions to be taken to minimise damage in the event of an incident and responsibilities for ensuring they are taken. Saipems integrated approach to managing health, safety and environmental issues is supported by the adoption in all Group companies of an HSE management system based on the Saipem/Eni Management System Model. The system, which is based on an annual cycle of planning, implementation, control, review of results and definition of new objectives, is designed to achieve risk prevention and the systematic monitoring and control of HSE performance, in a cycle of continuous improvement, and is subject to audits by internal and independent experts. Saipems facilities are certified to international standards such as ISO 14001, OHSAS 18001 and even EMAS. The Group also provides an advanced programme of training and development for HSE staff with the aim of: - promoting conduct consistent with the applicable guidelines; - guiding HSE-related cultural, professional and managerial growth of all personnel; - supporting knowledge management and HSE risk control.
predictable only to a very limited extent and may occur and develop at any time, causing a materially adverse impact on Saipems financial position and results. Saipem employs a continuous and holistic approach to monitoring political, social and economic risk in countries in which it operates or intends to invest, drawing on reports on principal project risks and related trends prepared in accordance with Corporate Risk Management Policy and Risk Management procedures and Standards and Security reports prepared in accordance with the Corporate Security Policy and Guidelines on Security Activities. To manage the specific security risks to which it is exposed in the countries where it operates, Saipem has adopted a security model known as SECUR, based on the criteria of prevention, precaution, protection, information, promotion and participation, with the aim of protecting the safety of employees, contractors and the public, as well as the integrity of assets and brand reputation. As part of its adoption of the SECUR model, Saipem has implemented a comprehensive security management system, which constitutes an organisational, legal and procedural tool for preventing and managing the consequences of security related events. The system is designed for the management of risks deriving from unlawful acts committed by physical or juridical persons which may expose the company and its assets, people and image to potential damage.
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- ensure the protection of Saipems intellectual property rights by monitoring the processes connected with the creation and filing of patents and the identification of distinct know-how that is to be protected, and by promoting the sharing and centralised collection of a corpus of Saipems intellectual property rights; - ensure that Corporate Guidelines, Procedures and Standards are constantly updated in accordance with international Standards and Codes of Practice, promoting full compliance and correct application within Saipem and its subsidiaries; - contribute to promoting the observance of the Golden Rules and Silver Guidelines, the tool for regulating risk assumption through which Saipem assigns management the responsibility for the decision to assume significant risks. The Standards and Procedures in force at Saipem are in line with the principal international risk management standards.
The catastrophic insurance programme is composed of policies that cover damage to property, and maritime and non-maritime third party liability. Cover can be broken down as follows:
Damage to property
- Fleet Insurance policy: covers the entire fleet against events that cause partial or total damage to vessels. - Equipment policy: covers all onshore and offshore equipment, for example site equipment, onshore drilling rigs, subsea Remote Operating Vehicles (ROV), etc. - Transport policy: covers transport, handling and storage of assets and equipment by land, sea or air. - Buildings and Sites policy: covers owned or rented buildings, offices, storage facilities and shipyards. - Other minor risks policy: covers minor risks such as theft and employee dishonesty.
Third-party liability
Insurance
The Corporate Insurance function, in close cooperation with top management, defines annual Saipem Group guidelines for insurance coverage against the risk of damage to property, third party liability, as well as risks related to the performance of contracts. An Insurance Programme is defined on the basis of the guidelines, which identifies specific excess and maximum limit coverage for each type of risk based on an analysis that takes into account claim statistics for recent years, industry statistics and conditions offered by the international insurance market. The Saipem insurance programme is structured in such a way as to appropriately transfer risks deriving from operations to the insurance market, in particular the risks associated with the management of the fleet, equipment and other assets, including third party liability risks and risks deriving from the performance of contracts awarded by its clients. Given the coverage that is offered by the insurance market and the changing circumstances on the energy market in which Saipem operates, it is not possible to guarantee that all circumstances and events will be adequately covered by the insurance programme. Equally, due to the volatility of the insurance market, it cannot be guaranteed that it will be possible in the future to reasonably maintain adequate insurance coverage at the current rates, terms and conditions. Within the Saipem Insurance Programme, a distinction can be made between insurance cover for Group assets (Corporate insurance policies) and the insurance cover connected with project execution.
- Protection & Indemnity (P&I) policy: shipowners liability cover through a P&I Club that is part of the International Group of P&I Clubs, up to a limit of US $5.6 billion (with a sublimit for pollution of US $1 billion) for events occurring during transit, up to US $300 million for events occurring during offshore drilling operations and up to US $500 million for events occurring during offshore construction operations. - Comprehensive General Liability policy: covers all other types of general and third party liability claims arising from Saipems industrial activities and supplements the specific P&I coverage up to a limit of 400 million per event. - Employers Liability and Personal Accident policies: these cover employer liability and employee accident risks, respectively on the basis of the specific regulations in force in each country where the Group operates. A key tool in the management of Saipems insurable risks is the captive reinsurance company Sigurd Rck AG, set up and operational since 2008, which covers the initial part of risk, corresponding to 10 million per event for third party liability and 15 million per event for all other classes of risk. Sigurd Rck AG in turn carries out risk mitigation by re-insuring its portfolio on primary securities markets.
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required for its construction and third party liability for all works to be performed by the Group during all phases of project execution (engineering, transportation, construction, assembly, testing) including the contractual guarantee period.
The high insurance premiums and excesses on such policies are an incentive to Saipem in its efforts to achieve the continuous improvement of its prevention and protection processes in terms of quality, health, safety and environmental impact.
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Additional information
Purchase of treasury shares
At June 30, 2013, the share capital amounted to 441,410,900. On the same day, the number of shares in circulation was 439,434,568. No treasury shares were purchased on the market during the period. set out in paragraph 1, Article 37 of Consob Regulation on Markets for the admission to trading on an Italian regulated market of the shares of subsidiaries subject to management and coordination by another company. The Board of Directors Meeting on March 13, 2013 also verified that the composition of the Board itself, as appointed by the Shareholders Meeting of May 4, 2011, and of its internal Committees, was in accordance with letter d), paragraph 1 of Article 37. The Board is in fact made up of a majority of independent directors and the Committees (the Compensation and Nomination Committee and the Audit and Risk Committee) are composed exclusively of independent directors.
Transactions with the Parent Company and companies subject to Saipems direction and coordination
Saipem is subject to the direction and coordination of Eni SpA. Transactions with Eni SpA and with entities subject to its direction and coordination constitute transactions with related parties and are commented on in Note 43 Transactions with related parties in the notes to the condensed consolidated interim financial statements.
Article 37 of Consob Regulation on Markets: conditions preventing the admission to trading on an Italian regulated market of the shares of subsidiaries subject to management and coordination by another company
Pursuant to the requirements set out in paragraph 11 of Article 2.6.2. of the Rules of the Markets organised and managed by Borsa Italiana SpA, the Board of Directors in its meeting of March 13, 2013, ascertained that the Company satisfies the conditions
55
In the onshore drilling segment, the Company won contracts with various clients for the use of 17 rigs for varying lengths of time ranging from 6 months to 5 years in the Middle East, Caspian Sea region, South America, West Africa, Turkey and Ukraine. Two of these rigs will operate for Shell on a worldwide long-term contract under which Saipem will provide on-call services designed to facilitate the oil companys entry into new countries and carry out worldwide onshore exploratory drilling operations under certain predefined conditions. In the offshore drilling segment, Saipem signed a two-year extension to the charter of the Saipem TAD for drilling operations offshore Congo and a one-year extension of the charter of the Perro Negro 5 which is currently operating in Saudi Arabia.
underway with clients, full-scale operations on a number of projects suffering from unfavourable financial conditions and the impact of the investigations in Algeria mean that it is difficult to make accurate working capital forecasts. Overall, Saipem expects to achieve revenues amounting to approximately 13 billion, to reach EBIT break-even and to record a net loss of approximately 300-350 million, with investments amounting to approximately 1 billion.
Non-GAAP measures
Some of the performance indicators used in the Operating and Financial Review are not included in the IFRS (i.e. they are non-GAAP measures). They are disclosed to enhance the users understanding of the Groups performance and are not intended to be considered as a substitute for IFRS measures. The non-GAAP measures used in the Operating and Financial Review are as follows: - cash flow: the sum of net result plus depreciation and amortisation; - capital expenditure: calculated by excluding investments in equity interests from total investments; - EBITDA: an useful measure for evaluating the operating performance of the Group as a whole and of the individual sectors of activity, in addition to operating result. EBITDA is an intermediate measure, which is calculated by adding depreciation and amortisation to operating profit; - non-current assets: the sum of net tangible assets, net intangible assets and investments; - net current assets: includes working capital and provisions for contingencies; - net capital employed: the sum of non-current assets, working capital and the provision for employee benefits; - total liabilities and shareholders equity: the sum of shareholders equity, minority interest and net borrowings.
Outlook
As anticipated in the press release published on June 14, 2013, our half year results as at June 30, 2013 confirmed the negative forecasts for 2013. However the uncertainty with regard to the timing of contract awards by the Oil Companies notwithstanding the good progress being made on new contracts acquired, employing a greater degree of selectivity, during the first half of the year, coupled with good performances from the Drilling Business Unit underpin management expectations for a significant improvement in results in the second half of 2013. Net borrowings at year end are expected to amount to approximately 5 billion, although negotiations currently
Secondary offices
Pursuant to Article 2428 of the Italian Civil Code, the Company declares that it has a secondary office in Cortemaggiore (PC), Via Enrico Mattei, 20.
56
Saipem Interim Consolidated Report as of June 30, 2013 / Reconciliation of reclassified balance sheet and cash flow statement to statutory schemes
Reconciliation of reclassified balance sheet and cash flow statement to statutory schemes
Reclassified balance sheet
( million) Reclassified balance sheet items (where not stated otherwise, items comply with statutory scheme)
A) Net tangible assets Note 7 - Property, plant and equipment B) Net intangible assets Note 8 - Intangible assets C) Investments Note 9 - Investments accounted for with the equity method Reclassified from E) - provisions for losses related to investments D) Working capital Note 2 - Trade and other receivables Reclassified to I) - financing receivables not related to operations Note 3 - Inventories Note 4 - Current tax assets Note 5 - Other current tax assets Note 6 - Other current assets Note 10 - Other financial assets Reclassified to I) - financing receivables not related to operations Note 11 - Deferred tax assets Note 12 - Other non-current assets Note 14 - Trade and other payables Note 15 - Income tax payables Note 16 - Other tax payables Note 17 - Other current liabilities Note 21 - Deferred tax liabilities Note 22 - Other non-current liabilities E) Provisions for contingencies Note 19 - Provisions for contingencies Reclassified to C) - provisions for losses related to investments F) Employee termination indemnities Note 20 - Provisions for employee benefits CAPITAL EMPLOYED, NET G) Shareholders equity Note 24 - Saipem shareholders equity H) Minority interest Note 23 - Minority interest I) Net debt Note 1 - Cash and cash equivalents Note 13 - Short-term debt Note 18 - Long-term debt Note 18 - Current portion of long-term debt Reclassified from D) - financing receivables not related to operations (Note 2) Reclassified from D) - financing receivables not related to operations (Note 10) FUNDING (1,325) 1,740 3,543 400 (79) (1) 148 5,377 (255) (163) 3,252 (79) 2,332 238 271 388 1 (1) 97 174 (4,982) (250) (129) (93) (121) (3) 116 756 8,254
8,254 8,389 756 756 116 123 1,095 3,158 (75) 2,233 231 311 234 1 (1) 112 162 (5,452) (195) (135) (216) (19) (5) (163) (241) (255) (263) 9,803 5,377 4,418 148 120 4,278 (1,533) 1,611 4,212 356 (75) (1) 9,803
344
(241)
9,108
57
Saipem Interim Consolidated Report as of June 30, 2013 / Reconciliation of reclassified balance sheet and cash flow statement to statutory schemes
and trade payables (-276 million), indicated separately and included in cash generated from operating profit in the statutory scheme, are shown net under the item changes in working capital related to operations (865 million); - the items dividends received (3 million), interest received (1 million), income taxes paid net of refunds of tax credits (-171 million) and interest paid (-76 million), indicated separately and included in cash generated from operating profit in the statutory scheme, are shown net under the item dividends received, income taxes paid, interest paid and received (-243 million); - the items relating to investments in intangible assets (-486 million) and tangible assets (-6 million), indicated separately and included in cash flow from investing activities in the statutory scheme, are shown net under the item capital expenditure (-492 million); - the items financing receivables (-5 million) and disposals of financing receivables (10 million), indicated separately and included in cash flow used in investing activities in the statutory scheme, are shown under the item borrowings (repayment) of debt related to financing activities (5 million); - the items proceeds from long-term debt (1,115 million), repayments of long-term debt (-495 million) and increase (decrease) in short-term debt (-118 million), indicated separately and included in net cash used in financing activities in the statutory scheme, are shown net under the item changes in short and long-term financial debt (502 million). All other items are unchanged.
58
saipem
Financial statements
Balance sheet
( million) Dec. 31, 2012 June 30, 2013
Note
Total
Total
ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Current tax assets Other current tax assets Other current assets Total current assets Non-current assets Property, plant and equipment Intangible assets Investments accounted for using the equity method Other financial assets Deferred tax assets Other non-current assets Total non-current assets TOTAL ASSETS LIABILITIES AND SHAREHOLDERS EQUITY Current liabilities Short-term debt Current portion of long-term debt Trade and other payables Income tax payables Other current tax liabilities Other current liabilities Total current liabilities Non-current liabilities Long-term debt Provisions for contingencies Provisions for employee benefits Deferred tax liabilities Other non-current liabilities Total non-current liabilities TOTAL LIABILITIES SHAREHOLDERS EQUITY Minority interest Saipems shareholders equity: - share capital - share premium reserve - other reserves - retained earnings - net profit (loss) for the period - treasury shares Total shareholders equity TOTAL LIABILITIES AND SHAREHOLDERS EQUITY (No. 1) (No. 2) (No. 3) (No. 4) (No. 5) (No. 6) 1,325 3,252 2,332 238 271 388 7,806 8,254 756 116 1 97 174 9,398 17,204 203 642 948 1,533 3,158 2,233 231 311 234 7,700 8,389 756 123 1 112 162 9,543 17,243 88 807 767
(No. 13) (No. 18) (No. 14) (No. 15) (No. 16) (No. 17)
1,740 400 4,982 250 129 93 7,594 3,543 163 255 121 3 4,085 11,679
88
1,611 356 5,452 195 135 216 7,965 4,212 241 263 19 5 4,740 12,705 120 4,418 441 55 (31) 4,571 (575) (43) 4,538 17,243
157
(No. 18) (No. 19) (No. 20) (No. 21) (No. 22)
3,343
3,971
(No. 23) (No. 24) (No. 25) (No. 26) (No. 27)
(No. 28)
60
Income statement
( million) First half 2012 First half 2013
Note
Total
Total
REVENUES Net sales from operations Other income and revenues Total revenues Operating expenses Purchases, services and other costs Payroll and related costs Depreciation, amortisation and impairment Other operating income (expense) OPERATING RESULT Finance income (expense) Finance income Finance expense Derivative financial instruments Total finance income (expense) Income (expense) from investments Share of profit of equity-accounted investments Other gains (loss) from investments Total income (expense) from investments RESULT BEFORE INCOME TAXES Income taxes NET RESULT Attributable to: - Saipem - minority interest Earnings (loss) per share attributable to Saipem ( per share) Basic Diluted
6,397 6 6,403 (4,354) (938) (345) 766 155 (221) (17) (83) 4 1 5 688 (199) 489 474 15 1.08 1.08
939 -
5,186 3 5,189 (4,174) (1,123) (359) (1) (468) 234 (246) (80) (92) 8 8 (552) (15) (567) (575) 8 (1.31) (1.31)
983 -
(76)
(118)
(1)
1 (49) (16)
9 (61) (80)
(No. 37)
Net profit (loss) for the period Other items of comprehensive income Items that may be reclassified subsequently to profit or loss Exchange rate differences arising from the translation into euro of financial statements currencies other than euro Change in the fair value of cash flow hedges (1) Share of other comprehensive income of investments accounted for using the equity method Income tax on items that may be reclassified subsequently to profit or loss Other items of comprehensive income net of taxation Total comprehensive income for the period Attributable to: - Saipem Group - minority interest
(1) The change in the fair value of cash flow hedges relates almost exclusively to transactions with the parent company Eni.
489
(567)
61
( million)
Balance at December 31, 2011 Changes to accounting principles (IAS 19) Adjusted balance at January 1, 2012 Net profit for the first half of 2012 Other comprehensive income Items that may be reclassified subsequently to profit or loss Change in the fair value of cash flow hedging derivatives net of the tax effect Currency translation differences of financial statements currencies other than euro Share of other comprehensive income of investments accounted for using the equity method Total comprehensive income (loss) for the first half of 2012 Transactions with shareholders Dividend distribution in the first half of 2012 Retained earnings Sale of treasury shares Other changes in shareholders equity Other changes Total Balance at June 30, 2012 Net profit for the second half of 2012 Other comprehensive income Items that will not be reclassified subsequently to profit or loss Remeasurements of defined benefit plans for employees, net of taxation Items that may be reclassified subsequently to profit or loss Change in the fair value of cash flow hedging derivatives net of the tax effect Currency translation differences of financial statements currencies other than euro Share of other comprehensive income of investments accounted for using the equity method Total comprehensive income (loss) for the second half of 2012 Transactions with shareholders Dividend distribution in the second half of 2012 Sale of treasury shares Other changes in shareholders equity Other changes Total Balance at December 31, 2012
441 441 -
55 55 -
7 7 -
88 88 -
(60) (60) -
(12) (12) -
114 114 15
(110)
(110)
(110)
31
31
(110)
31
2 2
474
2 397
19
441 -
55 -
7 -
88 -
(170) -
19 -
22
(307) 22
1 1 134 39
(13)
(13)
217
217
(61)
(61)
(7)
217
(61)
(13)
(2) (2)
430
(2) 571
32
603
441
55
88
47
904
(23) -
62
Retained earnings
Minority interest
Treasury shares
Other reserves
Legal reserve
Share capital
Total
35
2 416
(13)
217
(68)
(2)
(23) 7
contd
( million)
441
55 -
7 -
88 -
47 -
(43) -
(13) 3,934 -
904 (575)
148 8
5,525 (567)
Net profit (loss) for the first half of 2013 Other comprehensive income Items that may be reclassified subsequently to profit or loss Change in the fair value of cash flow hedging derivatives net of the tax effect Currency translation differences of financial statements currencies other than euro Total comprehensive income (loss) for the first half of 2013 Transactions with shareholders Dividend distribution in the first half of 2013 Retained earnings Contribution from minority interest Snamprogetti Engineering & Contracting Co Ltd Other changes in shareholders equity Other changes Transactions with companies under common control Total Balance at June 30, 2013 441
(96)
(96)
55
88
(96) 1 1 (48)
(13)
(43)
1 9 (38) 1 -
(684) (337) 1 33
63
Retained earnings
Minority interest
Treasury shares
Other reserves
Legal reserve
Share capital
Total
(96)
(21)
Net profit (loss) for the period Minority interest Adjustments to reconcile net result to cash flow from operations: - depreciation and amortisation - net impairment of tangible and intangible assets - share of profit (loss) of equity-accounted investments - net (gains) losses on disposal of assets - interest income - interest expense - income taxes - other changes Changes in working capital: - inventories - trade receivables - trade payables - provisions for contingencies - other assets and liabilities Cash flow from working capital Change in the provision for employee benefits Dividends received Interest received Interest paid Income taxes paid net of refunds of tax credits Net cash provided by operating activities of which with related parties Investing activities: - tangible assets - intangible assets - investments - consolidated subsidiaries and businesses - financing receivables Cash flow from investing activities Disposals: - tangible assets - consolidated subsidiaries and businesses - investments - financing receivables Cash flow from disposals Net cash used in investing activities (1) of which with related parties
474 15 (No. 35) (No. 35) (No. 38) 324 21 (4) (5) 55 199 (8) (850) 301 44 (17) (255) 294 9 1 3 (55) (109) 143 (No. 43) (No. 7) (No. 8) (No. 9) (543) (5) (2) (550) 2 (8) 7 1 (549) (No. 43) 818
(575) 8 359 (8) 1 (2) 79 15 (9) 143 21 (276) 69 908 733 9 1 3 (76) (171) 499 996 (486) (6) (6) (498) 42 11 53 (445) -
(No. 39)
64
contd Cash
( million)
flows statement
Note First half 2012 First half 2013
Proceeds from long-term debt Repayments of long-term debt Increase (decrease) in short-term debt Dividend distribution Sale of treasury shares Net cash from financing activities of which with related parties Effect of changes in consolidation Effect of exchange rate changes and other changes on cash and cash equivalents Net cash flow for the period Cash and cash equivalents - beginning of period Cash and cash equivalents - end of period
478 (53) 481 906 (329) 22 599 (No. 43) 14 207 1,029 1,236 922
1,115 (495) (118) 502 (337) 165 485 (11) 208 1,325 1,533
(No. 1) (No. 1)
(1) Net cash used in investing activities included investments in certain financial assets to absorb temporary surpluses of cash or as part of our ordinary management of financing activities. Due to their nature and the fact that they are very liquid, these financial assets are netted against finance debt in determining net borrowings. For the definition of net borrowings, see the Financial and economic results section of this Interim Consolidated Report. Cash flows of such investments were as follows:
( million)
Financing investments: - financing receivables Disposal of financing investments: - financing receivables Net cash flows from financing activities
(1) (1) 6 6 5
(5) (5) 10 10 5
65
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
66
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
The exchange rates that have been applied for the translation of financial statements in foreign currencies are as follows:
Exchange rate at June 30, 2013 Exchange rate at Dec. 31, 2012 2013 average exchange rate
US Dollar British Pound Sterling Algerian Dinar Angolan Kwanza Argentine Peso Australian Dollar Azerbaijan Manat Brazilian Real Canadian Dollar Croatian Kuna Dominican Peso Egyptian Pound Indian Rupee Indonesian Rupee Malaysian Ringgit Nigerian Naira Norwegian Kroner Peruvian New Sol Qatari Riyal Romanian New Leu Russian Rouble Saudi Arabian Riyal Singapore Dollar Swiss Franc UAE Dirham
Currency
1.3194 0.8161 103.384 126.425 6.48641 1.2712 1.03507 2.7036 1.3137 7.5575 53.1206 8.37831 72.56 12,714 4.0347 206.104 7.3483 3.36777 4.80394 4.4445 40.3295 4.94838 1.6111 1.2072 4.84617
1.308 0.8572 103.829 125.974 7.04029 1.4171 1.02554 2.8899 1.3714 7.4495 54.5354 9.18203 77.721 12,980.4 4.134 212.227 7.8845 3.63782 4.76232 4.4603 42.845 4.90526 1.6545 1.2338 4.8042
1.31337 0.850831 103.225 126.14 6.73098 1.29605 1.03011 2.66834 1.33409 7.57009 53.8115 8.95582 72.2776 12,786.8 4.0391 207.726 7.5209 3.43889 4.78171 4.39117 40.7539 4.92547 1.6328 1.22995 4.8240
67
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Company
Currency
Saipem SpA
EUR
441,410,900
Subsidiaries
Italy
Registered office Shareholders
Share capital
Company
Currency
Consorzio Sapro Denuke Scarl Servizi Energia Italia SpA Snamprogetti Chiyoda SAS di Saipem SpA
San Giovanni Teatino San Donato Milanese San Donato Milanese San Donato Milanese
Saipem SpA Third parties Saipem SpA Third parties Saipem SpA Saipem SpA Third parties
% held
% held
Outside Italy
Andromeda Consultoria Tecnica e Representaes Ltda Boscongo sa BOS Investment Ltd (**) (***) BOS-UIE Ltd (**) (***) Construction Saipem Canada Inc ER SAI Caspian Contractor Llc ERSAI Marine Llc ERS - Equipment Rental & Services BV Global Petroprojects Services AG Hazira Cryogenic Engineering & Construction Management Private Ltd Rio de Janeiro (Brazil) Pointe-Noire (Congo) New Malden - Surrey (United Kingdom) New Malden - Surrey (United Kingdom) Montreal - Quebec (Canada) Almaty (Kazakhstan) Almaty (Kazakhstan) Amsterdam (Netherland) Zurich (Switzerland) Mumbai (India) BRL 5,494,210 Saipem SpA Snamprogetti Netherlands BV Saipem SA Third parties Saipem SA BOS Investment Ltd Saipem Canada Inc Saipem International BV Third parties ER SAI Caspian Contractor Llc Saipem International BV Saipem International BV Saipem SA Third parties 99.00 1.00 99.99 0.01 100.00 100.00 100.00 50.00 50.00 100.00 100.00 100.00 55.00 45.00 100.00 F.C.
(*) F.C. = full consolidation, P.C. = proportionate consolidation, E.M. = equity method, Co. = cost method (**) In liquidation. (***) Inactive throughout the period.
68
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Registered office
Moss Maritime AS Moss Maritime Inc North Caspian Service Co Petrex SA Professional Training Center Llc
PT Saipem Indonesia SAGIO - Companhia Angolana de Gesto de Instalaao Offshore Ltda Saigut SA de Cv SAIMEP Lda (***) Saimexicana SA de Cv Saipem (Beijing) Technical Services Co Ltd Saipem (Malaysia) Sdn Bhd Saipem (Nigeria) Ltd Saipem (Portugal) Comrcio Martimo Sociedade Unipessoal Lda Saipem America Inc Saipem Argentina de Perforaciones, Montajes y Proyectos Sociedad Annima, Minera, Industrial, Comercial y Financiera (**) (***) Saipem Asia Sdn Bhd Saipem Australia Pty Ltd Saipem Canada Inc Saipem Contracting (Nigeria) Ltd Saipem Contracting Algrie SpA Saipem Contracting Netherlands BV Saipem do Brasil Servis de Petroleo Ltda Saipem Drilling Co Private Ltd Saipem Drilling Norway AS Saipem East Africa Ltd
Lysaker (Norway) Houston (USA) Almaty (Kazakhstan) Iquitos (Peru) Karakiyan District, Mangistau Oblast (Kazakhstan) Jakarta (Indonesia) Luanda (Angola) Delegacion Cuauhtemoc (Mexico) Maputo (Mozambique) Delegacion Cuauhtemoc (Mexico) Beijing (China) Kuala Lumpur (Malaysia) Lagos (Nigeria) Canial (Portugal) Wilmington (USA) Buenos Aires (Argentina)
Saipem International BV Moss Maritime AS Saipem International BV Saipem International BV ER SAI Caspian Contractor Llc Saipem International BV Saipem Asia Sdn Bhd Saipem International BV Third parties Saimexicana SA de Cv Saipem SA Saipem International BV Saipem SA Saipem International BV Saipem International BV Third parties Saipem International BV Third parties Saipem International BV Saipem International BV Saipem International BV Third parties
USD AOA MXN MZN MXN USD MYR NGN EUR USD ARS
141,815,000 1,600,000 90,050,000 10,000,000 232,438,000 1,750,000 1,033,500 259,200,000 299,278,738 50,000,000 1,805,300
68.55 31.45 60.00 40.00 100.00 99.98 0.02 100.00 100.00 41.94 58.06 89.41 10.59 100.00 100.00 99.90 0.10
100.00 60.00 100.00 100.00 100.00 100.00 100.00 89.41 100.00 100.00 99.90
Kuala Lumpur (Malaysia) West Perth (Australia) Montreal (Canada) Lagos (Nigeria) Hassi Messaoud (Algeria) Amsterdam (Netherland) Rio de Janeiro (Brazil) Mumbai (India) Sola (Norway) Kampala (Uganda)
MYR AUD CAD NGN DZD EUR BRL INR NOK UGX
8,116,500 10,661,000 100,100 827,000,000 1,556,435,000 20,000 345,081,299 50,273,400 100,000 50,000,000
Saipem International BV Saipem International BV Saipem International BV Saipem International BV Third parties Sofresid SA Saipem International BV Saipem International BV Saipem International BV Saipem SA Saipem International BV Saipem International BV Third parties
100.00 100.00 100.00 97.94 2.06 100.00 100.00 100.00 49.73 50.27 100.00 51.00 49.00
100.00 100.00 100.00 97.94 100.00 100.00 100.00 100.00 100.00 51.00
(*) F.C. = full consolidation, P.C. = proportionate consolidation, E.M. = equity method, Co. = cost method (**) In liquidation. (***) Inactive throughout the period.
69
% Saipems consolidation
Shareholders
Share capital
Company
Currency
% held
F.C. E.M. F.C. E.M. F.C. F.C. F.C. F.C. F.C. F.C. E.M.
F.C. F.C. F.C. F.C. F.C. F.C. F.C. F.C. F.C. E.M.
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Registered office
Saipem India Projects Ltd Saipem Ingenieria y Construcciones SLU Saipem International BV Saipem Libya LLC - SA.LI.CO. Llc
Chennai (India) Madrid (Spain) Amsterdam (Netherland) Tripoli (Libya) Kingston upon Thames Surrey (United Kingdom) Luxembourg (Luxembourg)
Saipem SA Saipem International BV Saipem SpA Saipem International BV Snamprogetti Netherlands BV Saipem International BV
EUR EUR
7,500,000 31,002
100.00 100.00
Saipem Maritime Asset Management Luxembourg Sarl Saipem Mediteran Usluge Doo (**) Saipem Misr for Petroleum Services (S.A.E.)
Saipem Maritime Asset 99.99 Management Luxembourg Sarl Saipem (Portugal) Comrcio 0.01 Martimo Sociedade Unipessoal Lda Saipem SpA 100.00 Saipem International BV 100.00
Saipem Norge AS Saipem Offshore Norway AS Saipem SA Saipem Services Mxico SA de Cv Saipem Services SA
Sola (Norway) Sola (Norway) Montigny le Bretonneux (France) Delegacion Cuauhtemoc (Mexico) Brussels (Belgium) Singapore (Singapore) London (United Kingdom) Kiev (Ukraine) Baghdad (Iraq) Al-Khobar (Saudi Arabia) Zurich (Switzerland) Al-Khobar (Saudi Arabia) Amsterdam (Netherland)
Saipem International BV 99.92 ERS - Equipment Rental 0.04 & Services BV Saipem (Portugal) Comrcio 0.04 Martimo Sociedade Unipessoal Lda Saipem International BV 100.00 Saipem SpA Saipem SpA Saimexicana SA de Cv Saipem International BV ERS - Equipment Rental & Services BV Saipem SA Saipem International BV Saipem International BV Saipem Luxembourg SA Saipem International BV Third parties Saipem International BV Third parties Saipem International BV Snamprogetti Netherlands BV Third parties Saipem Maritime Asset Management Luxembourg Sarl 100.00 100.00 100.00 99.98 0.02 100.00 100.00 99.00 1.00 60.00 40.00 60.00 40.00 100.00 70.00 30.00 100.00
Saipem Singapore Pte Ltd Saipem UK Ltd (**) Saipem Ukraine Llc Sajer Iraq for Petroleum Services, Trading, General Contracting & Transport Llc Saudi Arabian Saipem Ltd Sigurd Rck AG Snamprogetti Engineering & Contracting Co Ltd Snamprogetti Engineering BV
EUR
18,151
100.00
(*) (**)
F.C. = full consolidation, P.C. = proportionate consolidation, E.M. = equity method, Co. = cost method In liquidation.
70
% Saipems consolidation
Shareholders
Share capital
Company
Currency
% held
F.C. F.C.
F.C.
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Registered office
London (United Kingdom) Sliema (Malta) Amsterdam (Netherland) Bucharest (Romania) Al-Khobar (Saudi Arabia) Montigny le Bretonneux (France) Montigny le Bretonneux (France) Sydney (Australia)
GBP EUR
9,900 50,000
EUR RON
92,117,340 5,034,100
Snamprogetti Netherlands BV Snamprogetti Netherlands BV Third parties Saipem SpA Snamprogetti Netherlands BV Saipem International BV Saipem International BV Snamprogetti Netherlands BV Sofresid SA Third parties Saipem SA Saipem International BV
100.00 99.00 1.00 100.00 99.00 1.00 95.00 5.00 99.99 0.01 100.00 100.00
100.00 99.00
100.00 100.00
SAR
10,000,000
100.00
(*) (**)
F.C. = full consolidation, P.C. = proportionate consolidation, E.M. = equity method, Co. = cost method In liquidation.
71
% Saipems consolidation
Shareholders
Share capital
Company
Currency
% held
F.C. F.C.
F.C. F.C.
F.C.
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
ASG Scarl CEPAV (Consorzio Eni per lAlta Velocit) Uno CEPAV (Consorzio Eni per lAlta Velocit) Due Consorzio F.S.B. Consorzio Libya Green Way (***) Milano-Brescia-Verona Scarl (**) Modena Scarl (**) PLNG 9 Snc di Chiyoda Corp e Servizi Energia Italia SpA Rodano Consortile Scarl Rosetti Marino SpA
San Donato Milanese San Donato Milanese San Donato Milanese Venezia - Marghera San Donato Milanese San Donato Milanese San Donato Milanese San Donato Milanese San Donato Milanese Ravenna
EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR
50,864 51,646 51,646 15,000 100,000 50,000 400,000 1,000 250,000 4,000,000
Saipem SpA Third parties Saipem SpA Third parties Saipem SpA Third parties Saipem SpA Third parties Saipem SpA Third parties Saipem SpA Third parties Saipem SpA Third parties Servizi Energia Italia SpA Third parties Saipem SpA Third parties Saipem SA Third parties
55.41 44.59 50.36 49.64 52.00 48.00 28.00 72.00 26.50 73.50 52.00 48.00 59.33 40.67 50.00 50.00 53.57 46.43 20.00 80.00
% Saipems consolidation
Shareholders
Share capital
Company
Currency
% held
55.41 50.36 52.00 28.00 26.50 52.00 59.33 50.00 53.57 20.00
P.C. P.C. E.M. Co. E.M. E.M. P.C. E.M. P.C. E.M.
Outside Italy
Registered office Method of consolidation or accounting principle (*)
02 PEARL Snc Barber Moss Ship Management AS Charville - Consultores e Servios, Lda CMS&A Wll
Montigny le Bretonneux (France) Lysaker (Norway) Funchal (Portugal) Doha (Qatar) Yokohama (Japan) Amsterdam (Netherland) Perth (Australia) Paris la Dfense (France) Caracas (Venezuela)
CSC Japan Godo Kaisha (***) CSC Netherlands BV (***) CSC Western Australia Pty Ltd (***) Dalia Floater Angola Snc (**) Fertilizantes Nitrogenados de Oriente CEC
Saipem SA Third parties Moss Maritime AS Third parties Saipem International BV Third parties Snamprogetti Netherlands BV Third parties CSC Netherlands BV Saipem International BV Third parties CSC Netherlands BV Saipem SA Third parties Snamprogetti Netherlands BV Third parties
50.00 50.00 50.00 50.00 50.00 50.00 20.00 80.00 100.00 33.33 66.67 100.00 27.50 72.50 20.00 80.00
% Saipems consolidation
Shareholders
Share capital
Company
Currency
% held
(*) F.C. = full consolidation, P.C. = proportionate consolidation, E.M. = equity method, Co. = cost method (**) In liquidation. (***) Inactive throughout the period.
72
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Registered office
Caracas (Venezuela) Victoria Island - Lagos (Nigeria) Funchal (Portugal) Luanda (Angola) Funchal (Portugal) Amsterdam (Netherland) Maadi - Cairo (Egypt) Kingston - upon Thames (United Kingdom) Luanda (Angola) Nicosia (Cyprus) Quimper (France) Montigny le Bretonneux (France) Victoria Island - Lagos (Nigeria) Amsterdam (Netherland) Dammam (Saudi Arabia) Montigny le Bretonneux (France) Krasnodar (Russian Federation) Santo Domingo (Dominican Republic) Anjra (Morocco) Lagos (Nigeria) Paris (France) Soyo (Angola) Luanda (Angola) Rotterdam (Netherland) Porto Salvo Concelho de Oeiras (Portugal)
VEB
286,549
FPSO Mystras (Nigeria) Ltd (***) FPSO Mystras - Produo de Petrleo Lda KWANDA Suporte Logistico Lda LNG - Servios e Gestao de Projectos Lda
Mangrove Gas Netherlands BV ODE North Africa Llc Offshore Design Engineering Ltd Petromar Lda RPCO Enterprises Ltd (**)
Sabella SAS Saibos Akogep Snc Saidel Ltd Saipar Drilling Co BV Saipem Taqa Al Rushaid Fabricators Co Ltd Saipon Snc Sairus Llc Servicios de Construcciones Caucedo SA (**) Socit pour la Ralisation du Port de Tanger Mditerrane Southern Gas Constructors Ltd SPF - TKP Omifpro Snc Sud-Soyo Urban Development Lda T.C.P.I. Angola Tecnoprojecto Internacional SA Tchad Cameroon Maintenance BV Tecnoprojecto Internacional Projectos e Realizaes Industriais SA
EUR EUR NGN EUR SAR EUR RUB DOP EUR NGN EUR AOA AOA EUR EUR
37,000 39,000 236,650,000 20,000 40,000,000 20,000 83,603,800 100,000 33,000 10,000,000 50,000 20,000,000 9,000,000 18,000 700,000
Snamprogetti Netherlands BV Third parties FPSO Mystras - Produo de Petrleo Lda Saipem International BV Third parties Saipem SA Third parties Snamprogetti Netherlands BV Third parties Saipem International BV Third parties Offshore Design Engineering Ltd Saipem SA Third parties Saipem SA Third parties Snamprogetti Netherlands BV Third parties Sofresid Engineering SA Third parties Saipem SA Third parties Saipem International BV Third parties Saipem International BV Third parties Saipem International BV Third parties Saipem SA Third parties Saipem International BV Third parties Saipem SA Third parties Saipem SA Third parties Saipem International BV Third parties Saipem SA Third parties Saipem SA Third parties Petromar Lda Third parties Saipem SA Third parties Saipem SA Third parties
20.00 80.00 100.00 50.00 50.00 40.00 60.00 25.00 75.00 50.00 50.00 100.00 50.00 50.00 70.00 30.00 50.00 50.00 32.50 67.50 70.00 30.00 49.00 51.00 50.00 50.00 40.00 60.00 60.00 40.00 50.00 50.00 49.70 50.30 33.33 66.67 50.00 50.00 50.00 50.00 49.00 51.00 35.00 65.00 40.00 60.00 42.50 57.50
20.00
32.50 70.00 49.00 50.00 40.00 60.00 50.00 49.70 33.33 50.00 50.00 49.00 24.50 40.00 42.50
(*) F.C. = full consolidation, P.C. = proportionate consolidation, E.M. = equity method, Co. = cost method (**) In liquidation. (***) Inactive throughout the period.
73
% Saipems consolidation
Shareholders
Share capital
Company
Currency
% held
E.M.
E.M. P.C. E.M. P.C. E.M. P.C. P.C. E.M. P.C. P.C. P.C. E.M. E.M. E.M. E.M.
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Registered office
Guyancourt (France) Istanbul (Turkey) Funchal (Portugal) Lagos (Nigeria) Funchal (Portugal)
EUR TRY
30,000 600,000
EUR NGN
5,000 50,000,000
EUR
5,000
Saipem SA Third parties Saipem Ingenieria y Construcciones SLU Third parties TSKJ - Servios de Engenharia Lda TSKJ II - Construes Internacionais, Sociedade Unipessoal, Lda Snamprogetti Netherlands BV Third parties
33.33 33.33
25.00 25.00
25.00 75.00
25.00
The Saipem Group comprises 119 companies: 62 are consolidated using the full consolidation method, 21 using the proportionate consolidation method, 32 using the equity method and 4 using the cost method. At June 30, 2013, the companies of Saipem SpA can be broken down as follows:
Subsidiaries Italy Outside Italy Total Italy Associates and joint ventures Outside Italy Total
Subsidiaries and their participating interests Companies consolidated using the full consolidation method Companies consolidated using the proportional method Participating interests held by consolidated companies (1) Accounted for using the equity method Accounted for using the cost method Total companies
3 3 1 1 4
59 59 7 5 2 66
62 62 8 5 3 70
4 4 6 5 1 10
17 17 22 22 39
(1) The participating interests held by controlled companies accounted for using the equity method and the cost method concern insignificant subsidiaries and subsidiaries whose consolidation does not produce significant effects.
(*)
F.C. = full consolidation, P.C. = proportionate consolidation, E.M. = equity method, Co. = cost method
74
% Saipems consolidation
Shareholders
Share capital
Company
Currency
% held
P.C. E.M.
E.M. E.M.
E.M.
21 21 28 27 1 49
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
75
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Current assets
1
Cash and cash equivalents amounted to 1,533 million, an increase of 208 million compared with December 31, 2012 (1,325 million). Cash and equivalents at period-end, 31% of which are denominated in euro, 52% in US dollars and 17% in other currencies, received an average interest rate of 0.227%. 807 million thereof (642 million at December 31, 2012) is on deposit at Eni Group financial companies. Cash and cash equivalents included cash and cash on hand of 6 million (5 million at December 31, 2012). Funds in two current accounts held by the subsidiary Saipem Contracting Algrie SpA (equivalent to 83 million at June 30, 2013) have been temporarily frozen since February 2010 in connection with an investigation being conducted into third parties. The increase, amounting to the equivalent of 9 million compared with the situation at December 31, 2012 (equivalent of 74 million), was due to payments received for works milestones reached and accepted by the client. In June 2012, the subsidiary Saipem SA deposited the equivalent of 10 million in an escrow account pending the resolution of a dispute with a client. The breakdown of cash and cash equivalents of Saipem and other Group companies at June 30, 2013 by geographical area (based on the country of domicile of the relevant company) was as follows:
( million)
Italy Rest of Europe CIS Middle East Far East North Africa West Africa and rest of Africa Americas Total
Trade and other receivables of 3,158 million (3,252 million at December 31, 2012) were as follows:
( million)
Trade receivables Financing receivables for operating purposes Financing receivables for non-operating purposes Prepayments for services Other receivables Total
Receivables are stated net of the provision for impairment losses of 117 million.
Other changes June 30, 2013
( million)
89 23 112
8 8
(1) (1)
Deductions
Additions
(2) (2)
94 23 117
Trade receivables amounted to 2,555 million, a decrease of 27 million compared to December 31, 2012. At June 30, 2013, Saipem had non-recourse non-notification factoring agreements relating to trade receivables, including not past due receivables, amounting to 184 million. Saipem is responsible for managing the collection of the assigned receivables and for transferring the sums collected to the factor. Trade receivables included retention amounts guaranteeing contract work in progress of 190 million (183 million at December 31, 2012), of which 82 million was due within one year and 108 million due after one year.
76
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Financing receivables for operating purposes of 2 million (3 million at December 31, 2012) are mainly related to the receivable held by Saipem SpA from Serfactoring SpA. Financing receivables for non-operating purposes of 75 million (79 million at December 31, 2012) are mainly related to the receivable of 45 million held by Saipem America Inc from Eni Finance USA Inc for a financial loan and the deposit of 25 million paid by Snamprogetti Netherlands BV in relation to the TSKJ matter (see the Legal proceedings section for full details). Receivables due from jointly controlled companies, with regard to the non-consolidated portion, amounted to 63 million (105 million at December 31, 2012) and mainly related to CEPAV (Consorzio Eni per lAlta Velocit) Uno and Petromar Lda. Other receivables of 153 million consisted of the following:
( million)
53 30 11 110 204
10 47 12 84 153
Trade receivables and other receivables from related parties amounted to 767 million (948 million at December 31, 2012) and are detailed in Note 43 Transactions with related parties. The fair value of trade and other receivables did not differ significantly from their carrying amount due to the short period of time elapsed between their date of origination and their due date.
Inventories
Inventories of 2,233 million (2,332 million December 31, 2012) were as follows:
( million)
Raw and auxiliary materials and consumables Contract work in progress Total
( million)
10 10
2 2
(7) (7)
Contract work in progress relates to timing differences between actual project progress and the achievement of contractual invoicing milestones, and to the recognition of additional contract revenues deemed probable and reasonably estimated. The change in contract work in progress is mainly due to revised results on projects that are currently underway. Information on construction contracts accounted for in accordance with IAS 11 is provided in Note 42 Segment information, geographical information and construction contracts.
77
Deductions
Additions
5 5
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Current tax assets of 231 million (238 million at December 31, 2012) were as follows:
( million)
75 163 238
97 134 231
Other current tax assets of 311 million (271 million at December 31, 2012) were as follows:
( million)
85 186 271
Other current assets of 234 million (388 million at December 31, 2012) were as follows:
( million)
Fair value of hedging derivatives Fair value of non-hedging derivatives Other assets Total
40 31 163 234
At June 30, 2013, derivative instruments had a positive fair value of 71 million (189 million at December 31, 2012). The fair value of derivative instruments was determined using valuation models commonly used in the financial sector and based on period-end market data (exchange and interest rates). The fair value of forward contracts (forward outrights and currency swaps) was determined by comparing the net present value at contractual conditions of forward contracts outstanding at June 30, 2013, with their present value recalculated at period-end market conditions. The model used is the Net Present Value model, which is based on the forward contract exchange rate, the period-end exchange rate and the respective forward interest rate curves.
78
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
The assets considered in the calculation of the fair value of derivative contracts, broken down by type, are as follows:
Assets Dec. 31, 2012
Fair value ( million) Commitments purchase sale Fair value
1) Derivative contracts qualified for hedge accounting: - forward currency contracts (Spot component) . purchase . sale Total - forward currency contracts (Forward component) . purchase . sale Total - forward commodity contracts (Forward component) . purchase Total Total derivative contracts qualified for hedge accounting 2) Derivative contracts not qualified for hedge accounting: - forward currency contracts (Spot component) . purchase . sale Total - forward currency contracts (Forward component) . purchase . sale Total - forward commodity contracts (Forward component) . sale Total Total derivative contracts not qualified for hedge accounting Total
347 347
6,277
443 443
2,880
6,277
2,880
737
450
737 1,084
450 893
Derivatives designated as cash flow hedges related to forward purchase and sale transactions (forward outrights and currency swaps). The cash flows and the income statement impact of hedged highly probably forecast transactions at June 30, 2013 are expected to occur up until 2014. During the first half of 2013, there were no significant cases of hedged items being no longer considered highly probable. The positive fair value of derivatives qualified for hedge accounting at June 30, 2013 was 40 million (154 million at December 31, 2012). The spot component of these derivatives of 55 million (162 million at December 31, 2012) was deferred in a hedging reserve in equity (52 million; 150 million at December 31, 2012) and recorded as finance income and expense (3 million; 12 million at December 31, 2012), while the forward component, which does not qualify as a hedging instrument, was recognised as finance income and expense (15 million; 8 million at December 31, 2012). The negative fair value of derivatives qualified for hedge accounting at June 30, 2013, analysed in Note 17 Other current liabilities and Note 22 Other non-current liabilities, was 127 million (61 million at December 31, 2012). The spot component of these derivatives of 103 million was deferred in a hedging reserve in equity (97 million; 60 million at December 31, 2012) and recorded as finance income and expense (6 million; 8 million at December 31, 2012), while the forward component was also recognised as finance income and expense (24 million; 7 million at December 31, 2012). During the first half of 2013, operating revenues and expenses were adjusted by a net positive amount of 14 million to reflect the effects of hedging. In addition, 1 million was recorded as a decrease in the cost of construction of tangible assets. Other assets at June 30, 2013 amounted to 163 million, a decrease of 36 million compared with December 31, 2012, and consisted mainly of prepayments. Receivables from related parties are shown in Note 43 Transactions with related parties.
79
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Non-current assets
7
Property, plant and equipment amounting to 8,389 million (8,254 million at December 31, 2012) consisted of the following:
Capital expenditure
( million)
12,729 12,729
4,475 4,475
8,254 8,254
486 486
(354) (354)
(2) (2)
(1) (1)
6 6
Final gross value at June 30, 2013 Final gross value at June 30, 2013
Depreciation
Impairment
Disposals
Other changes
4,800 4,800
Capital expenditure during the first half of 2013 amounted to 486 million (543 million in the first half of 2012) and related to the following sectors: Offshore E&C (210 million), Onshore Drilling (126 million), Onshore E&C (87 million) and Offshore Drilling (63 million). The main items of capital expenditure during the period included: - in the Offshore Engineering & Construction sector, the completion of a new pipelayer, the continuation of development of a new fabrication yard in Brazil and the maintenance and upgrading of the existing asset base; - in the Onshore E&C sector, the purchase of equipment and facilities for a base in Canada and the maintenance of the existing asset base; - in the Offshore Drilling sector, class reinstatement works on the semi-submersible platform Scarabeo 5 and maintenance and upgrading of existing vessels; - in the Onshore Drilling sector, preparation works on five new rigs due to operate in Saudi Arabia, in addition to the upgrading of the existing asset base. No finance expenses were capitalised during the period. Exchange rate differences due to the translation of financial statements prepared in currencies other than the euro, amounting to a net gain of 6 million, mainly related to companies whose functional currency is the US dollar. Fully depreciated property, plant and equipment that is still in use mainly consisted of project-specific equipment which has been fully depreciated over the life of the project. During the first half of 2013, no government grants were recorded as a decrease of the carrying value of property, plant and equipment. At June 30, 2013, all property, plant and equipment was free from pledges, mortgages and any other obligations. The total commitment on current items of capital expenditure at June 30, 2013 amounted to 284 million (347 million at December 31, 2012), as indicated in the Risk management section of the Operating and Financial Review. The net carrying amount at June 30, 2013 of the jack-up rig Perro Negro 6, which sank on July 1, 2013, near the mouth of the Congo river, was 111 million.
Finance leases
Saipem currently has no finance leases.
Intangible assets
Accumulated amortisation and impairment at Dec. 31, 2012 Accumulated amortisation and impairment at June 30, 2013
Intangible assets of 756 million (756 million at December 31, 2012) were as follows:
Capital expenditure
( million)
Intangible assets with finite useful lives Other intangible assets with indefinite useful lives Total
137 137
25 731 756
6 6
(5) (5)
(1) (1)
Reversals of writedowns
Amortisation
Impairment
Disposals
Other changes
26 730 756
142 142
Goodwill of 730 million related to the difference between the purchase price, inclusive of related costs, and the shareholders equity of Saipem SA (689 million), Sofresid SA (21 million) and the Moss Maritime Group (15 million) on the date that control was acquired.
80
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
For impairment purposes, goodwill has been allocated to the following cash-generating units:
( million)
The deterioration in operating perfomance coupled with trends on the market for construction services, which together led to a downward revision of forecast margins on a number of important contracts, causing management in turn to revise its profit forecasts for 2013, may constitute an impairment indicator. The recoverable amounts of the two cash generating units including allocated goodwill were therefore tested. The recoverable amount was determined based on value in use, calculated by discounting the future cash flows expected to result from the use of each CGU. The basis for the projected cash flows is the 2013-2016 Strategic Plan approved by management in January 2013 as updated to reflect the impact of a deterioration in the performance of a number of major projects underway during the plan period and taking into account the revision of results expected for the second half of 2013. Value in use was calculated by discounting expected future post tax cash flows at a rate of 7.8% (unchanged from 2012). The terminal value (i.e. for subsequent years beyond the explicit forecast period) was estimated using a perpetuity growth rate of 2% applied to the normalised free cash flow of the final projection year to taken into account the cyclical nature of the business. Post-tax cash flows and discounting rates are used as they result in values similar to those resulting from a pre-tax valuation. The table below shows the amounts by which the recoverable amounts of the Offshore E&C and Onshore E&C cash generating units exceed their carrying amounts, including allocated goodwill.
Offshore E&C Onshore E&C
( million)
415 3,584
315 3,882
730 7,466
The key assumptions adopted for assessing the recoverable amount of the cash generating units exceeding their carrying amount were the operating result, the discount rate and the growth rate adopted to determine the terminal value. The excess of the recoverable amount of the Offshore E&C cash generating unit over its carrying amount, including the allocated portion of goodwill, would be reduced to zero under the following circumstances: - a decrease of 47% in the operating result; - use of a discount rate of 12.8%; - negative real growth rate. The changes in each of the assumptions that would cause the excess of the recoverable amount of the Offshore cash generating unit over its carrying amount, including the allocated portion of goodwill, to be reduced to zero are greater than those of the Offshore E&C CGU described above.
Investments accounted for using the equity method of 123 million (116 million at December 31, 2012) consisted of the following:
Acquisitions and subscriptions Opening net value Closing net value Sales and redemption
( million)
December 31, 2012 Investments in associates Total June 30, 2013 Investments in associates Total
1 1 -
(1) (1) -
9 9 8 8
81
Other changes
Total
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Investments in subsidiaries and associates are analysed in the section Scope of consolidation at June 30, 2013. The share of profits of investments accounted for using the equity method of 8 million related mainly to profits recorded by KWANDA Suporte Logistico Lda (4 million), Rosetti Marino SpA (2 million), and other companies (2 million). Deductions following the distribution of dividends of 1 million mainly related to Rosetti Marino SpA. The net carrying value of investments accounted for using the equity method related to the following companies:
Net value at June 30, 2013 Net value at Dec. 31, 2012 Group interest
( million)
Fertilizantes Nitrogenados de Oriente CEC Rosetti Marino SpA Other Total associates
20.00 20.00
(%)
68 29 19 116
68 31 24 123
In October 2010, the Venezuelan company, Fertilizantes Nitrogenados de Oriente CEC, was the subject of an expropriation order. Venezuelan law provides for a procedure for the definition of fair compensation through negotiation. In recent months, Snamprogetti Netherlands BV has been negotiating an indemnity agreement for its investment in Fertinitro and is now close to reaching a final agreement which will provide for the payment of compensation within three months of signing. At the present moment in time, there is no reason for us to doubt that the indemnity agreement will reach a satisfactory conclusion and we therefore believe that it is correct to maintain the investment at its current carrying amount.
10
At June 30, 2013, other long-term financial assets amounted to 1 million (1 million at December 31, 2012) and related to financing receivables held for non-operating purposes by Sofresid SA.
11
Deferred tax assets of 112 million (97 million at December 31, 2012) are shown net of offsettable deferred tax liabilities.
( million)
97 97
112 112
(97) (97)
112 112
Currency translation differences and other changes, which amounted to negative 97 million, included: (i) offsetting of deferred tax assets against deferred tax liabilities at individual entity level (negative 104 million); (ii) exchange rate differences (negative 2 million); (iii) the tax effects (positive 6 million) of fair value changes of derivatives designated as cash flow hedges reported in equity; (iv) other changes (positive 3 million).
12
Other non-current assets of 162 million (174 million at December 31, 2012) were as follows:
( million)
Fair value of hedging derivatives Other receivables Other non-current assets Total
4 10 160 174
15 147 162
The fair value of hedging derivatives related to foreign exchange risk hedges. Other non-current assets mainly related to prepayments.
82
Additions (Deductions)
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Current liabilities
13
Short-term debt
Short-term debt of 1,611 million (1,740 million at December 31, 2012) consisted of the following:
( million)
Short-term debt decreased by 129 million. The current portion of long-term debt, amounting to 356 million (400 million at December 31, 2012), is detailed in Note 18 Long-term debt and current portion of long-term debt. The breakdown of short-term debt by issuing institution, currency and average interest rate was as follows:
( million)
Eni SpA Serfactoring SpA Eni Finance International SA Eni Finance International SA Eni Finance International SA Third parties Third parties Total
3.315 3.315 0.720 2.220 0.845 2.345 3.400 3.400 0.845 1.595 variable
At June 30, 2013, Saipem had unused lines of credit amounting to 1,657 million (1,704 million at December 31, 2012). Commission fees on unused lines of credit were not significant. At June 30, 2013, there was no unfulfillment of terms and conditions or violation of agreements in relation to financing contracts. Short-term debt to related parties is shown in Note 43 Transactions with related parties.
14
Trade and other payables of 5,452 million (4,982 million at December 31, 2012) consisted of the following:
( million)
Trade and other payables of 2,681 million decreased by 281 million compared with December 31, 2012. Advances of 2,365 million (1,700 million at December 31, 2012), consisted mainly of adjustments to revenues from long-term contracts of 1,106 million (809 million at December 31, 2012) made on the basis of amounts contractually earned in accordance with the accruals concept and advances on contract work in progress received by Saipem SpA and a number of foreign subsidiaries of 1,259 million (891 million at December 31, 2012). Trade payables to related parties amounted to 260 million (177 million at December 31, 2012) and are shown in Note 43 Transactions with related parties. Payables to jointly controlled companies, with regard to the non-consolidated portion, amounted to 14 million (11 million at December 31, 2012) and related mainly to CEPAV (Consorzio Eni per lAlta Velocit) Uno.
83
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Payables to: - employees - national insurance/social security contributions - insurance companies - creditors relating to advances - consultants and professionals - Board Directors and Statutory Auditors Other payables Total
153 65 7 34 3 1 57 320
Other payables to related parties are shown in Note 43 Transactions with related parties. The fair value of trade and other payables did not differ significantly from their carrying amount due to the short period of time elapsed between their date of origination and their due date.
15
Income tax payables of 195 million (250 million at December 31, 2012) were as follows:
( million)
1 249 250
7 188 195
16
Other current tax liabilities of 135 million (129 million at December 31, 2012) were as follows:
( million)
15 114 129
7 128 135
17
Other current liabilities of 216 million (93 million at December 31, 2012) consisted of the following:
( million)
Fair value of hedging derivatives Fair value of non-hedging derivatives Other liabilities Total
60 29 4 93
126 25 65 216
At June 30, 2013, derivative instruments had a negative fair value of 151 million (89 million at December 31, 2012).
84
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
The following table shows the positive and negative fair values of derivative contracts at June 30, 2013.
( million)
Positive fair value of derivative contracts Negative fair value of derivative contracts Total
71 (152) (81)
The fair value of derivative instruments was determined using valuation models commonly used in the financial sector and based on period-end market data (exchange and interest rates). The fair value of forward contracts (forward outrights and currency swaps) was determined by comparing the net present value at contractual conditions of forward contracts outstanding at June 30, 2013, with their present value recalculated at period-end market conditions. The model used is the Net Present Value model, which is based on the forward contract exchange rate, the period end exchange rate and the respective forward interest rate curves. The liabilities considered in the calculation of the fair value of derivative contracts, inclusive of the long-term portion analysed in Note 22 Other non-current liabilities, and broken down by type, are as follows:
Liabilities Dec. 31, 2012
Fair value ( million) Commitments purchase sale Fair value
1) Derivative contracts qualified for hedge accounting: - forward currency contracts (Spot component) . purchase . sale Total - forward currency contracts (Forward component) . purchase . sale Total - forward commodity contracts (Forward component) . purchase Total Total derivative contracts qualified for hedge accounting 2) Derivative contracts not qualified for hedge accounting: - forward currency contracts (Spot component) . purchase . sale Total - forward currency contracts (Forward component) . purchase . sale Total - forward commodity contracts (Forward component) . purchase . sale Total Total derivative contracts not qualified for hedge accounting Total
65 3 68 (7) (7) 61
2,519 10 2,529
276
2,280 13 2,293
3,597
276
3,597
28 1 29 (1) 1 29 90
17 3 20 1 4 5 25 152
1,422
258
1,215
920
1,422 3,951
258 534
1,215 3,508
920 4,517
For a comprehensive analysis of the fair value of hedging derivatives, see Note 6 Other current assets and Note 22 Other non-current liabilities. Other liabilities amounted to 65 million (4 million at December 31, 2012). Other payables to related parties are shown in Note 43 Transactions with related parties.
85
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Non-current liabilities
18
Long-term debt, including the current portion of long-term debt, amounted to 4,568 million (3,943 million at December 31, 2012) and was as follows:
Dec. 31, 2012
( million) Current portion Long-term portion Total Current portion
1 399 400
3 353 356
Maturity range
2014
2015
2016
2017
After
2015-2016 2014-2024
1,241 1,241
41 597 638
488 488
1,143 1,143
The long-term portion of long-term debt amounted to 4,212 million, up 669 million versus December 31, 2012 (3,543 million). The following table breaks down long-term debt, inclusive of the current portion, by issuing entity and currency and also shows maturities and average interest rates:
( million)
Eni SpA Eni Finance International SA Eni Finance International SA Third parties Total
There was no debt secured by mortgages or liens on fixed assets of consolidated companies or by pledges on securities. The fair value of long-term debt, including the current portion of long-term debt, amounted to 4,417 million (3,862 million at December 31, 2012) and was calculated by discounting the expected future cash flows at the following rates:
(%)
2012
2013
Euro US Dollar
0.19-1.76 0.21-0.54
0.35-2.13 0.29-0.62
The difference between the fair value of long-term debt and its nominal value was mainly due to the debt of 675 million expiring in 2018. Long-term debt to related parties are shown in Note 43 Transactions with related parties.
86
Total
Type
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
The following table shows the net borrowings indicated in the Financial and economic results section of the Operating and Financial Review:
Dec. 31, 2012
( million) Current Noncurrent Total Current
A. Cash and cash equivalents B. Available-for-sale and held-to-maturity securities C. Liquidity (A+B) D. Financing receivables E. Short-term bank debt F. Long-term bank debt G. Short-term related party debt H. Long-term related party debt I. Other short-term debt L. Other long-term debt M. Total borrowings (E+F+G+H+I+L) N. Net financial position pursuant to Consob communication No. DEM/6064293/2006 (M-C-D) O. Non-current financing receivables P. Net borrowings (N-O)
Net borrowings do not include the fair value of derivative contracts indicated in Note 6 Other current assets, Note 17 Other current liabilities and Note 22 Other non-current liabilities. Cash and cash equivalents included the equivalent of 83 million deposited in accounts that are temporarily frozen and the equivalent of 10 million in an escrow account as indicated in Note 1 Cash and cash equivalents.
19
Provisions for contingencies of 241 million (163 million at December 31, 2012) consisted of the following:
Other changes
( million)
December 31, 2012 Provisions for taxes Provisions for contractual penalties and disputes Provisions for losses of investments Other provisions Total June 30, 2013 Provisions for taxes Provisions for contractual penalties and disputes Other provisions Total
4 5 35 44 3 1 92 96
Deductions
Additions
The provisions for taxes amounted to 47 million related principally to disputes with foreign tax authorities that are either ongoing or potential, taking into account the results of recent assessments. The provisions for contractual penalties and disputes amounted to 20 million and consisted of accruals made by Saipem SpA and a number of foreign subsidiaries. This represents the best estimate of the amount that may be required to settle current disputes. Other provisions amounted to 174 million and principally consisted of an estimate of expected losses on long-term contracts in the Offshore and Onshore Engineering & Construction sector, as described in the Operating and Financial Review. With respect to the foregoing liabilities, Saipem does not reasonably expect any material additional losses beyond those amounts accrued above.
87
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
20
Provisions for employee benefits at June 30, 2013 amounted to 263 million (255 million at December 31, 2012). The provision has been adjusted in accordance with the revised version of IAS 19, which among other things eliminated the option to apply the corridor method.
21
Deferred tax liabilities of 19 million (121 million at December 31, 2012) are shown net of offsettable deferred tax assets of 253 million.
( million)
121 121
9 9
(111) (111)
19 19
Currency translation differences and other changes, which amounted to negative 111 million, included: (i) offsetting of deferred tax assets against deferred tax liabilities at individual entity level (negative 104 million ); (ii) exchange rate differences (negative 1 million); (iii) the negative tax effects (10 million) of fair value changes of derivatives designated as cash flow hedges; (iv) other changes (positive 4 million). Net deferred tax assets were as follows:
( million)
Deferred tax liabilities Deferred tax assets available for offset Deferred tax assets not available for offset Net deferred tax assets (liabilities)
Tax losses
Tax losses amounted to 1,008 million of which a considerable part can be carried forward without limit. The tax rate applied to determine the portion of carried-forward tax losses to be utilised averaged out at 27.4%. Tax losses related mainly to foreign companies and can be used in the following periods:
Italian subsidiaries Foreign subsidiaries
( million)
2013 2014 2015 2016 2017 After 2017 Without limit Total
325 325
88
Additions (Deductions)
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
22
Other non-current liabilities of 5 million (3 million at December 31, 2012) were as follows:
( million)
1 2 3
1 4 5
The fair value of hedging derivatives related to commodity risk hedges entered into by Saipem (Portugal) Comrcio Martimo Sociedade Unipessoal Lda and Saipem Ltd with the Eni Group, which mature in 2014.
Shareholders equity
23
Minority interest
Minority interest at June 30, 2013 amounted to 120 million (148 million at December 31, 2012) and mainly related to ER SAI Caspian Contractor Llc (110 million).
24
Saipems shareholders equity at June 30, 2013, amounting to 4,418 million, was as follows:
( million)
Share capital Share premium reserve Legal reserve Cash flow hedge reserve Cumulative currency translation differences Employee defined benefits reserve Other Retained earnings Net profit (loss) for the year/period Treasury shares Total
Saipems shareholders equity at June 30, 2013 included distributable reserves of 4,262 million (4,618 million at December 31, 2012), some of which are subject to taxation upon distribution. A deferred tax liability has been recorded in relation to the share of reserves that may potentially be distributed (6 million).
25
Share capital
At June 30, 2013, the share capital of Saipem SpA, fully paid-up, amounted to 441 million, corresponding to 441,410,900 shares with a nominal value of 1 each, of which 441,297,615 are ordinary shares and 113,285 savings shares. On April 30, 2013, Saipems Shareholders Meeting approved a dividend distribution of 0.68 per ordinary share and 0.71 per savings share, with the exclusion of treasury shares.
26
The share premium reserve amounted to 55 million at June 30, 2013 and was unchanged from December 31, 2012.
89
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
27
Other reserves
At June 30, 2013, Other reserves amounted to negative 31 million (86 million at December 31, 2012) and consisted of the following items.
Legal reserve
At June 30, 2013, the legal reserve stood at 88 million. This represents the portion of profits, accrued as per Article 2430 of the Italian Civil Code, that cannot be distributed as dividends. The reserve remained unchanged, having reached a fifth of share capital.
Other
These items amounted to 7 million (7 million at December 31, 2012). They related to the allocation of part of 2009 net profit, pursuant to Article 2426, 8-bis of the Italian Civil Code. This item also comprises the revaluation reserve set up by Saipem SpA in previous years, amounting to 2 million.
28
Treasury shares
Saipem SpA holds 1,976,332 treasury shares (1,996,482 at December 31, 2012) amounting to 43 million (43 million at December 31, 2012). These are ordinary shares of Saipem SpA with a nominal value of 1 each. Treasury shares are allocated under the 2002-2008 stock option schemes. Operations involving treasury shares during the year were as follows:
Share capital Average cost
( million)
Total cost
Number of shares
()
Treasury shares repurchased 2003 (from May 2) 2004 2005 2006 2007 2008 Total Less treasury shares allocated: - without consideration, as stock grants - against payment, as stock options Treasury shares held at June 30, 2013
2,125,000 1,395,000 3,284,589 1,919,355 848,700 2,245,300 11,817,944 1,616,400 8,225,212 1,976,332
13 10 35 36 22 58 174
21.846
43
0.48
At June 30, 2013 outstanding stock options amounted to 377,335. Further information on stock option schemes is provided in Note 34 Payroll and related costs.
90
(%)
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
29
Additional information
Analysis of disposals of consolidated subsidiaries and businesses Current assets Non-current assets Net liquidity (net borrowings) Current and non-current liabilities Net effect of disposals Fair value of interest after control has ceased Gain on disposals Minority interest
2 2 40 42 42
Disposals in the first half of 2012 related to the sale to third parties of 100% of Star Gulf Free Zone Co, which also resulted in the disposal of Star Gulf Free Zone Cos subsidiary BOS Shelf Ltd, and the sale of 50% of Sairus Llc. Disposals in the first half of 2013 related to the transfer of a business division of Saipem Ltd to Eni Engineering E&P Ltd.
30
Guarantees
Guarantees amounted to 8,326 million (7,326 million at December 31, 2012).
Dec. 31, 2012
( million) Unsecured Other guarantees Total Unsecured
84 476 21 581
Other guarantees issued for associated and consolidated companies of 3,998 million (3,314 million at December 31, 2012) related to independent guarantees given to third parties relating to bid bonds and performance bonds. Guarantees issued to/through related parties amounted to 6,393 million (5,798 million at December 31, 2012) and are detailed in Note 43 Transactions with related parties.
91
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Commitments
Saipem SpA has provided commitments towards customers and/or other beneficiaries (financial and insurance institutions, export credit agencies) relating to the fulfilment of contractual obligations entered into by itself and/or by its subsidiaries or associated companies in the event of non-performance and payment of any damages arising from non-performance. These commitments guarantee contracts, whose overall value amounted to 33,183 million (30,747 million at December 31, 2012), including work already performed and the backlog of orders at June 30, 2013.
Risk management
The main risks that the Company is facing and actively monitoring and managing are described in the Risk management section included in the Operating and Financial Review. MARKET VALUE OF FINANCIAL INSTRUMENTS Below, financial assets and liabilities measured at fair value in the balance sheet are classified using the fair value hierarchy based on the significance of the inputs used in the measurement process. The fair value hierarchy consists of the following three levels: a) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); c) Level 3: inputs for assets or liabilities that are not based on observable market data. Financial instruments measured at fair value at June 30, 2013 are classified as follows:
June 30, 2013
( million) Level 1 Level 2 Level 3 Total
Held for trading financial assets (liabilities): - non-hedging derivatives Net hedging derivative assets (liabilities) Total
6 (87) (81)
6 (87) (81)
There was no movement between Levels 1 and 2 during the period ended June 30, 2013.
Legal proceedings
Saipem is involved in civil and administrative proceedings and legal actions connected with the ordinary course of its business. Provisions for legal risks are made on the basis of information currently available, including information acquired by external consultants providing the Company with legal support. Information available to the Company for the purposes of risk assessment regarding criminal proceedings is by its very nature incomplete due to the principle of pre-trial secrecy. A brief summary of the most important ongoing proceedings is provided below.
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
On November 27, 2012, the Consortium sent three further Notices of Arbitration against RFI, respectively: (i) for 1,813,250,392.18 plus interest and inflation adjustments for damages arising from delays and the loss of the early completion premium and reserves, with Giuseppe Giuffr appointed arbitrator; (ii) for 254,342,862.53, plus interest and inflation adjustments, for reserves related to variations to the scope of work, with Gianluca Brancadoro appointed arbitrator; and (iii) for 40,730,012, plus interest and inflation adjustments, for reserves related to non-payment for partial inspections and pre-service testing, with Enrico Castellani appointed arbitrator. RFI did not appoint an arbitrator and on December 18, 2012, lodged an appeal pursuant to Article 700 of the code of civil procedure before the Court of Rome, which fixed the hearing for January 14, 2013. In its appeal, RFI requested that the Court prohibit the Consortium from asking the President of the Council of State to nominate RFIs arbitrator (as required under the contract signed between the parties). RFI stated that the Notices of Arbitration had been sent on November 29, 2012, hence after the entering into force of Law No. 190/2012 on November 28, 2012, which stipulates that arbitration proceedings brought against public companies are null and void if prior authorisation has not been issued by the governing body of the public company. With a memorandum of appearance dated January 14, 2013, the Consortium appeared before the Court of Rome, pleading that proceedings had commenced before the aforementioned law had entered into force. It thus requested that RFIs appeal be declared inadmissible and that it also be rejected on the grounds that it was unfounded both de facto and de jure and devoid of any presumption of irreparable harm. On February 20, the Court of Rome rejected the appeal of RFI and ordered it to pay the legal costs of the Consortium. An appeal filed by RFI pursuant to Article 669-terdecies of the code of civil procedure against the order of February 20, 2013 was also rejected by the Court of Rome in a ruling dated June 11, 2013. RFI was also ordered to pay the Consortiums legal fees. Furthermore, on December 10, 2012, RFI filed an objection to the Court of Rome regarding an arbitrator appointed by the Consortium, Giuseppe Giuffr, claiming that there were serious grounds for doubting his ability to remain impartial. On February 12, 2013, the President of the Court of Rome rejected RFIs appeal and ordered the parties to share the legal costs.
TSKJ Consortium - Investigations by the U.S., Italian and other overseas Authorities
Snamprogetti Netherlands BV has a 25% holding in the TSKJ Consortium of companies. The remaining interests are held in equal shares of 25% by KBR, Technip and JGC. Beginning in 1994, the TSKJ Consortium was involved in the construction of natural gas liquefaction facilities at Bonny Island, Nigeria. Snamprogetti SpA, the parent company of Snamprogetti Netherlands BV, was a direct subsidiary of Eni SpA until February 2006, when an agreement was signed for the sale of Snamprogetti SpA to Saipem SpA. Snamprogetti SpA was merged into Saipem SpA as of October 1, 2008. As part of the sale of Snamprogetti SpA to Saipem SpA, Eni agreed to indemnify Saipem SpA for potential losses resulting from the investigations into the TSKJ matter, including in connection with its subsidiaries. The U.S. Securities and Exchange Commission (SEC), the U.S. Department of Justice (DoJ) and other Authorities, including the Public Prosecutors office of Milan, carried out investigations into alleged improper payments made by the TSKJ Consortium to certain Nigerian public officials. The proceedings in the U.S.: following the settlements agreed in 2010 with the U.S. Securities and Exchange Commission and the U.S. Department of Justice, the proceedings were closed definitively on September 17, 2012 with the decision of the United States District Court to grant a motion of the DoJ to dismiss the criminal proceedings against Snamprogetti Netherlands BV. Unlike the other members of the TSKJ Consortium who reached a resolution with the DoJ, Snamprogetti Netherlands BV had not been required to retain an independent compliance monitor. The proceedings in Italy: the TSKJ matter has seen investigations by the Milan Public Prosecutors office against unknown persons since 2004. Since March 10, 2009, the Company has received requests to produce documents from the Milan Public Prosecutors office. The investigation regards events dating back to 1994 and also concerns the period subsequent to the introduction of Legislative Decree No. 231 of June 8, 2001 regarding the administrative responsibility of companies. On July 31, 2009, a decree issued by the Judge for Preliminary Investigation at the Court of Milan was served on Saipem SpA (as the legal entity incorporating Snamprogetti SpA). The decree set for September 22, 2009 a hearing in camera in relation to proceedings pursuant to Legislative Decree No. 231 of June 8, 2001, under which the Milan Public Prosecutor was investigating Saipem SpA and Eni SpA for liability of legal entities arising from offences involving international corruption alleged against two former managers of Snamprogetti SpA. The Milan Public Prosecutor requested that Saipem SpA and Eni SpA be debarred from activities involving directly or indirectly any agreement with the Nigerian National Petroleum Corp and its subsidiaries. The Milan Public Prosecutors request for precautionary measures related to TSKJ Consortium practices between 1995 and 2004. On November 17, 2009, the Judge for the Preliminary Investigation rejected the request for precautionary measures of disqualification filed by the Milan Public Prosecutor against Saipem and Eni. The Milan Public Prosecutor appealed against the decision of the Judge for Preliminary Investigation. On February 9, 2010, the Court of Appeal, exercising the function of judicial review court, handed down its ruling, which dismissed as unfounded the appeal of the Public Prosecutor and upheld the decision of the Judge for the Preliminary Investigation. On September 30, 2010, the appeal of the Milan Public Prosecutor before the Court of Cassation was upheld. The Court ruled that the request for precautionary measures was also admissible pursuant to Law No. 231/2001 in cases of alleged international corruption. The decision relating to the Milan Public Prosecutors request for precautionary measures returned to the judicial review court, which scheduled a hearing for February 22, 2011. On February 18, 2011, following payment by Snamprogetti Netherlands BV of a deposit of 24,530,580, which was also on behalf of Saipem SpA, the Milan Public Prosecutors office withdrew its appeal against the decision with which the Judge for the Preliminary Investigation had rejected the request for precautionary measures of disqualification, with regard to both Eni SpA and Saipem SpA. At the hearing of February 22, 2011, the judicial review court acknowledged the withdrawal and declared the Milan Public Prosecutors office appeal inadmissible. The proceeding connected with the request for precautionary measures of disqualification for Saipem SpA and Eni SpA therefore concluded. Following the receipt on November 3, 2010 of the notice of conclusion of investigations, on December 3, 2010, Saipems defence counsel received notice of the scheduling of a preliminary hearing, accompanied by a request for committal to trial. The document contains accusations against five former
93
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Snamprogetti SpA employees (now Saipem SpA) and against Saipem SpA as the legal entity incorporating Snamprogetti. The accusations regard alleged acts of corruption in Nigeria committed up to and after July 31, 2004, with the aggravating circumstance of Snamprogetti SpAs having allegedly obtained significant financial gain (indicated as being not less than US $65 million). On January 26, 2011, at the conclusion of the hearings, the Judge for the Preliminary Hearing ordered Saipem SpA (as the legal entity incorporating Snamprogetti SpA) and the five former Snamprogetti SpA employees to stand trial at a hearing scheduled for April 5, 2011. The first trial hearing was held on May 10, 2011. During the hearing of February 2, 2012, the Public Prosecutor, while recognising that the statute of limitations had already expired as regards the physical persons under investigation, raised an objection regarding the unconstitutional nature of Italian law in relation to the statute of limitations, arguing that it contrasted with international law, in particular the OECD convention on international bribery and corruption. At the following hearing held on March 8, 2012, the defendants replied to the objection raised by the Public Prosecutor regarding the unconstitutionality of the short statute of limitations for crimes of international corruption. At the hearing to decide on the admissibility of the objection, which was adjourned to April 5, 2012, the Court declared the objection of unconstitutionality raised by the Public Prosecutor during the hearing of February 2, 2012 as unfounded, insofar as it was not pertinent to the proceedings in course. In view of the Courts decision, the defence asked for the statute of limitations to be applied in relation to the positions of the physical persons under investigation. The Public Prosecutor did not object to this request and the Court dismissed the charges against them, ruling that they had expired under the statute of limitations. The Court scheduled further hearings for the continuation of proceedings against the legal person of Saipem SpA only, during which the technical experts called by the defence were examined and cross-examined and filed their reports. The pre-trial and the trial hearings were then declared closed and the Court adjourned proceedings to February 5, 2013 for the hearing of the closing arguments, during which Saipem SpAs counsel raised a number of objections regarding the unconstitutional nature of applying Legislative Decree No. 231/2001 to the specific case under examination. At the hearing of March 26, 2013, the Court ruled that the question of unconstitutionality raised was manifestly unfounded. In his round-up, the Public Prosecutor demanded that Saipem pay a penalty of 900,000 and that the sum of 24,530,580 deposited by Snamprogetti Netherlands BV in February 2011, be confiscated. At the hearing of May 21, 2013, Saipem SpAs defence counsels delivered their conclusions, calling on the Court to give a preliminary ruling dismissing the charges for a number of reasons, including the lack of jurisdiction and the principle of ne bis in idem, i.e. that no one should be prosecuted or tried twice for the same acts. It also asked the court, primarily, to acquit Saipem SpA on the grounds that there was no case to answer with regard to the alleged unlawful administrative acts and, additionally, that there was no case to answer with regard to the predicate offence or that at the time of the facts in question, the predicate offence did not constitute an offence by law. Finally, in the alternative, the defence asked the Court to rule that the charges related to the unlawful administrative act had expired under the statute of limitations and to order that the sum of 24,530,580 posted with the Judicial Authorities pursuant to Articles 17 and 19 of Legislative Decree No. 231/2001 be returned. On July 11, 2013, the Court of Milan ruled that Saipem SpA had committed the unlawful administrative act, but accepted the existence of the attenuating circumstances provided for by Article 12, No. 2, letter a) of Legislative Decree No. 231/2001. The Court sentenced the Company to pay a fine of 600,000 and also ordered it to pay court costs. Finally, the Court ordered the confiscation of the deposit of 24,530,580 posted by Snamprogetti Netherlands BV with the Judicial Authorities pursuant to Article 17, paragraph 1, letter c) of Legislative Decree No. 231/2001. Saipems involvement in the investigation into the activity of the TSKJ Consortium in Nigeria during the period 1994-2004 is due solely to the fact that in 2006 Saipem SpA acquired Snamprogetti SpA, the parent company of Snamprogetti Netherlands BV, which holds a 25% stake of the TSKJ Consortium. The decision taken by the Court has no financial impact on Saipem since Eni, at the time of the sale of Snamprogetti SpA to Saipem, undertook to indemnify Saipem for losses sustained in connection with the TSKJ matter. The judge has 90 days to make the reasons for the verdict known (meaning the deadline is October 9, 2013), while the Company intends to lodge an appeal against the verdict. The appeal must be lodged within 45 days of the 90 day deadline set by the Court or, if the deadline is not observed, within 45 days of the date on which notification of the publication of the reasons for the verdict is given.
Algeria
On February 4, 2011, the Milan Public Prosecutors office, through Eni, requested the transmission of documentation pursuant to Article 248 of the Code of Criminal Procedure relating to the activities of Saipem Group companies in Algeria in connection with an allegation of international corruption. The crime of international corruption mentioned in the request is sanctioned by Legislative Decree No. 231 of June 8, 2001. On November 22, 2012, Saipem SpA received a notification of inquiry from the Public Prosecutor of the Court of Milan related to unlawful administrative acts arising from the crime of international corruption pursuant to Article 25, paragraphs 2 and 3 of Legislative Decree No. 231/2001, together with a request to forward documentation pursuant to Article 248 of the Code of Criminal Procedure. This request was followed by notification of a seizure order on November 30, 2012, two further requests for documentation on December 18, 2012 and February 25, 2013, and the issuing of two search warrants on January 16 and February 7, 2013. Specifically, the Prosecutors Office is investigating alleged corruption which, it claims, took place up to March 2010 in relation to several contracts that the Company was awarded in Algeria. Persons subject to investigation include a current employee and several former employees of the Company, in particular the former Deputy Chairman and CEO and the former Chief Operating Officer of the Engineering & Construction Business Unit. The Company collaborated fully with the Prosecutors Office on every occasion and rapidly implemented decisive managerial and administrative restructuring measures, irrespective of any liability that might result from the investigations. In agreement with the Internal Control Bodies and the Compliance Committee, and having duly informed the Prosecutors Office, Saipem began checks on the contracts that subject to investigation, and to this end appointed an external legal firm. On July 17, 2013, the Board of Directors analysed the
94
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
conclusions reached by the external consultants following an internal investigation carried out in relation to a number of brokerage contracts and subcontracts regarding projects in Algeria. The internal investigation was based on the examination of documents and interviews of personnel from the Company and other companies in the Group, excluding those, that to the best knowledge of the Company, were directly involved in the criminal investigation so as not to interfere in the investigative activities of the Public Prosecutor. The Board, confirming its full cooperation with the investigative authorities, decided to convey the findings of the external consultants to the Public Prosecutor of Milan for assessment and appropriate action within the wider context of the ongoing investigation. The consultants reported to the Board: (i) that they found no evidence of payments to Algerian public officials through the brokerage contracts or subcontracts examined; (ii) that they found violations, deemed detrimental to the interests of the Company, of internal rules and procedures in force at the time in relation to the approval and management of brokerage contracts and subcontracts examined and to a number of activities in Algeria. The Board decided to initiate legal action to protect the interests of the Company against certain former employees and suppliers, reserving any further action if additional elements were to emerge. Furthermore, at the request of the U.S. Department of Justice, Saipem SpA entered into a tolling agreement, which extends by 6 months the limitation period applicable to any possible violations of federal laws of the United States in relation to previous activities of Saipem and connected subsidiaries. The tolling agreement does not constitute an admission by Saipem SpA of having committed any unlawful act, nor does it imply any recognition on the companys part of United States jurisdiction in relation to any investigation or proceedings. Saipem therefore intends to offer its complete cooperation including in relation to investigations by the U.S. Authorities. We also note that investigations begun in 2010 into the activities of third parties are still underway in Algeria in relation to which a number of Saipem Contracting Algrie SpAs bank accounts in local currency were frozen. Some of these bank accounts were subsequently unfrozen, though two in Algerian Dinar, containing in total the equivalent of 83,055,605 (calculated at the exchange rate prevailing on June 30, 2013) remain frozen. The bank accounts in question relate to the MLE and GK3 projects. The frozen MLE bank account is no longer used for MLE project payments. The GK3 bank account meanwhile is still being used to receive contractual payments in Algerian dinars due in relation to the project. The outstanding payments amount to an approximate euro equivalent of 14,368,449 (calculated at the exchange rate prevailing on June 30, 2013). In August 2012, upon the matters referral to the Chambre daccusation at the Court of Algiers, Saipem Contracting Algrie SpA received formal notice that an investigation was underway into the company. Saipem Contracting Algrie SpA is alleged to have taken advantage of the authority or influence of representatives of a government owned industrial and trading company in order to inflate prices in relation to contracts awarded by that company. On January 30, 2013, the Chambre daccusation ordered Saipem Contracting Algrie SpA to stand trial and further ordered that the aforementioned bank accounts remain frozen. Saipem Contracting Algrie SpA has lodged an appeal before the Supreme Court. Finally, we note that on March 24, 2013, a search was carried out on the premises of Saipem Contracting Algrie SpA. Subsequently, on March 28, 2013, the then legal representative of Saipem Contracting Algrie SpA was summoned to appear at the Court of Algiers, where he received verbal notification from the investigating Judge of an investigation underway into Saipem for charges pursuant to Article 25 a, 32 and 53 of Anti-corruption Law No. 01/2006. The investigating Judge also requested documentation (articles of association) and other information concerning Saipem Contracting Algrie SpA, Saipem SpA and Saipem SA. On April 18, 2013, a hearing was held before the Algerian Supreme Court which rejected a request to unfreeze the above-mentioned bank accounts that had been made by Saipem Contracting Algrie SpA in 2010. Subsequently, on May 18, 19 and 20, 2013, additional searches were carried out at two Algerian offices belonging to Saipem Contracting Algrie SpA, during which documentation relating to Saipem subcontractors was requested. On June 14, 2013 the Saipem SpA legal counsel, Angelo Giarda, received notification of a Request submitted to the Judge for the Preliminary Investigation for an extension to the Preliminary Investigations of at least six months in relation to criminal proceedings No. 25303/2010 - Algeria affair as filed on May 20, 2013 by the Milan Public Prosecutors office, together with a copy of the request itself.
Kuwait
On June 21, 2011, a warrant requested by the Milan Public Prosecutor was served on Saipem SpA for the search of the office of a Saipem employee. The warrant was issued in connection with alleged crimes committed by said employee together with third parties related to the award of tenders by Saipem SpA to third companies for a project in Kuwait. In connection with the same matter, the Public Prosecutor also served a notice of indictment upon Saipem SpA pursuant to Italian Legislative Decree No. 231/2001. In this regard, the Company believes that its position will be successfully cleared, since it is the injured party in respect of the illicit conduct under investigation. Having consulted its lawyers, and in agreement with the Compliance Committee and the Internal Control Bodies, Saipem, through its Internal Audit function, and also using an external consulting company, promptly undertook an internal audit of the project under investigation. As a precautionary measure, and in compliance with the contract in force, Saipem suspended the employee under investigation while awaiting further developments. The audit showed that the Saipem SpA employee in question was not involved in anything worthy of note. The suspension was therefore lifted and the employee assigned to other duties. The Public Prosecutor has ordered the release of the documents seized from the employee in relation to the matter. On March 2, 2012, Saipem SpA was served a request to extend the preliminary investigations filed by the Public Prosecutor. As of such date, the Company has received no further notifications, nor has there been any further news or evidence of any developments in the investigations.
95
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Fos Cavaou
With reference to the Fos Cavaou (FOS) project for the construction of the regasification terminal, arbitration proceedings are pending before the International Chamber of Commerce in Paris between the client Socit du Terminal Mthanier de Fos Cavaou (STMFC, now Fosmax LNG) and the contractor STS (a French socit en participation made up of Saipem SA (50%), Tecnimont SpA (49%) and Sofregaz SA (1%)). On July 11, 2011, the parties signed a mediation memorandum pursuant to the rules of Conciliation and Arbitration of the Paris ICC. The mediation procedure ended on December 31, 2011 without agreement having been reached, as Fosmax LNG refused to extend the deadline. On January 24, 2012, the secretariat of the International Arbitration Court of the ICC notified STS of the commencement of arbitration proceedings as requested by Fosmax LNG. The brief filed by Fosmax LNG in support of its request for arbitration included a demand for payment of approximately 264 million for damages allegedly suffered, penalties for delays and costs for the completion of works (mise en rgie). Of the total sum demanded, approximately 142 million is for loss of profit, an item excluded from the contract except for cases of wilful misconduct or gross negligence. STS is of the opinion that no acts of gross negligence or wilful misconduct capable of rendering the contractual limitation of liability inapplicable, as Fosmax LNG maintains, have been committed. STS has filed its defence brief, including a counter claim for damages due to the excessive interference of Fosmax LNG in works execution and as payment for extra works not recognised by the client (reserving the right to quantify their amount at a later stage in proceedings). The Arbitration Panel has sent the parties the Terms of Reference for the arbitration, setting a deadline of June 29, 2012 for comments. On October 19, 2012, Fosmax LNG lodged a Mmoire en demande. Against this, STS lodged its own Mmoire en dfense on January 28, 2013, in which it a filed a counterclaim for 338 million. According to the Arbitration Panels schedule, which is subject to change, arbitration proceedings should be completed towards the end of 2013 and the arbitration award should be issued during 2014.
96
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Consobs inspection of Saipem offices (which commenced on February 4, 2013 following a letter of assignment dated February 1, 2013) was concluded on June 7, 2013 with the issue of a record of documents seized. Following the inspection, on June 19, 2013 Consob sent Saipem SpA notification of charges concerning a number of violations of Article 115-bis of Legislative Decree No. 58/1998 which the regulator said it had found evidence of. According to Consob, the violations regard: (i) procedures for the maintenance of the register; (ii) the Companys failure to make certain entries or tardiness in making such entries or the incompleteness of such entries. The charges notified regard violations punishable by administrative sanctions. Consob will issue a decision after examining Saipems arguments within a maximum of 360 days starting from June 19, 2013. Following the press release issued by Saipem SpA on June 14, 2013 in which the Company reviewed its guidance for 2013, Consob, on June 19, 2013 sent a new request for information pursuant to Article 115, paragraph 1 of Legislative Decree No. 58/1998. The request concerned information regarding: (i) negotiations with Sonatrach from January 2013; (ii) the contracts in Algeria (Arzew, MLE and GK3); (iii) the contracts in Canada and Mexico; (iv) the vessel Castorone and a new vessel currently undergoing completion in connection in particular with the unforeseeable nature of the additional costs and the causes thereof. Consob also requested information regarding two projects in Kuwait and one in the United Arab Emirates. Saipem SpA complied with this request on July 1, 2013. On June 20, 2013, Consob sent the Saipem SpA Board of Statutory Auditors and Saipem SpA, as joint obligor, notification of charges regarding alleged violations of Article 149, paragraph 3 of Legislative Decree No. 58/1998 committed by the Board. Article 149 requires the Board of Statutory Auditors to report to Consob without delay any irregularities it encounters during its supervisory duties and to transmit all relevant minutes of meetings and inspections conducted as well as any other relevant documentation. Consob believes that, during the period June 2011-September 2012, the Board of Statutory Auditors should have reported to Consob on irregularities it detected in relation to a number of situations that had led to requests for inspections by the Companys Internal Audit function and external consultants and in relation to which the Board requested in 2011 corrective and improvement actions to the Companys system of internal controls. The situations cited by Consob related to: 1) exceptions made to procedures in connection with contractual relations with a supplier on the Kuwait project; 2) irregularities concerning a number of contracts awarded to Saipem in Iraq consisting of a failure to comply with company procedures; 3) fraud committed until 2011 by a former employee of Saipems Indian branch. In a reply sent to Consob in February 2013, the Board of Statutory Auditors stated that it had not considered the critical issues and irregularities detected as requiring reporting to Consob pursuant to Article 149, paragraph 3, of the Consolidated Finance Act. Consob however sent its notification of charges based on the assumption that the Board of Statutory Auditors is required to report any irregularity whatsoever encountered during its supervision of the correctness of operations and the adequacy of the system of internal controls. On July 23, 2013, the Board of Statutory Auditors submitted a comprehensive brief containing its own arguments in response to the communication received from Consob, in which it asserted that that there were no grounds for considering the questions as irregularities having relevance pursuant to Article 149, paragraph 3 of the Consolidated Finance Act, considering the characteristics and significance of the facts in relation to the dimensions, structures and organisational complexity of the Saipem Group. The Board of Statutory Auditors also noted in its brief the diligence and rapidity of its own actions which saw the launch of an audit with assistance from external consultants, the issue of recommendations for possible corrective actions and continual monitoring of their implementation by the Company. The Board of Statutory Auditors is therefore confident that, in the light of the clarifications provided, Consob will agree that no violation of Article 149, paragraph 3, of the Consolidated Finance Act has been committed. The charges notified regard alleged violations punishable by administrative sanction. Consob will issue a decision after examining the Board of Statutory Auditors arguments within a maximum of 360 days starting from June 20, 2013. Saipem also received the notification since, under the law, in the event of the application of administrative sanction, the Company is also held jointly responsible. On July 24, 2013, Consob sent Saipem SpA notification of charges pursuant to Articles 193 and 195 of Legislative Decree No. 58/1998 concerning an alleged violation of Article 114, paragraph 1 of Legislative Decree No. 58/1998 and related implementing provisions. According to Consob, the violation regards a delay in announcing the profit warning of January 29, 2013 to the market. The charges notified regard a violation punishable by administrative sanction. Consob will issue a decision after examining Saipems arguments within a maximum of 360 days starting from July 24, 2013.
97
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Revenues
The following is a summary of the main components of revenues. The most significant changes in revenues are analysed in the Financial and economic results section of the Operating and Financial Review.
31
( million)
( million)
Italy Rest of Europe CIS Middle East Far East North Africa West Africa and rest of Africa Americas Total
The change in contract work in progress was mainly due to the revised results on projects currently underway. Information required by IAS 11 is provided by business sector in Note 42 Segment information, geographical information and construction contracts. Revenues from related parties amounted to 983 million (939 million in the first half of 2012) and are shown in Note 43 Transactions with related parties.
32
( million)
1 1 4 6
3 3
98
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Operating expenses
The following is a summary of the main components of operating expenses. The most significant changes in operating expenses are analysed in the Financial and economic results section of the Operating and Financial Review.
33
( million)
Production costs - raw, ancillary and consumable materials and goods Production costs - services Operating leases and other Net provisions for contingencies Other expenses less: - capitalised direct costs associated with internally-generated assets - changes in inventories of raw, ancillary and consumable materials and goods Total
The change in the item Production costs - raw, ancillary and consumable materials and goods was due to the operating situation on projects underway during the period. Costs of services included agency fees of 2 million (3 million in the first half of 2012). Net provisions for contingencies are detailed in Note 19 Provisions for contingencies. Purchases, services and other costs to related parties amounted to 118 million (76 million in the first half of 2012) and are shown in Note 43 Transactions with related parties.
34
( million)
Wages and salaries less: - capitalised direct costs associated with internally-generated assets Total
The increase in wages and salaries is due to the increase in the average workforce for the period as indicated on page 44 of the Operating and Financial Review.
Stock-based compensation
Saipem discontinued its managerial incentive program involving the assignment of stock option grants to senior managers of Saipem SpA and its subsidiaries in 2009. Neither the general plan conditions nor the other information provided in the consolidated financial statements at December 31, 2012 underwent any significant changes during the period.
99
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
STOCK OPTIONS The following table shows changes in the stock option plans:
2012
( thousand) Number of shares Average strike price Market price (a) Number of shares
2013
Average strike price Market price (a)
Options as of January 1 New options granted (Options exercised during the period) (Options expiring during the period) Options outstanding at June 30 Of which: exercisable at June 30
(a) The market price relating to new options granted, options exercised during the period and options expiring during the period corresponds to the average market value. The market price of shares underlying options outstanding at the beginning and end of the period is the price recorded at January 1 and June 30.
At June 30, 2013, No. 377,335 options had been assigned for the purchase of the same amount of ordinary shares of Saipem SpA with a nominal value of 1 each. The options related to the following plans:
Fair value () for assignees resident in Italy Average remaining life (months) Strike price () Fair value () for assignees resident in France
Number of shares
1 1 7 18
(number)
Senior managers Junior managers White collars Blue collars Seamen Total
The average number of employees was calculated as the arithmetic mean of the number of employees at the beginning and end of the period. The average number of senior managers included managers employed and operating in foreign countries whose position was comparable to senior manager status.
35
( million)
Depreciation and amortisation: - tangible assets - intangible assets Impairment: - tangible assets - intangible assets Total
100
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
36
The income statement effects of the change in fair value of derivatives that do not meet the formal requirements to qualify as hedging instruments under IFRS are recognised in Other operating income and expense. At June 30, 2013 these amounted to amounted to 1 million.
37
( million)
( million)
Exchange gains (losses) Exchange gains Exchange losses Finance income (expense) related to net borrowings Interest and other income from Group financial companies Interest from banks and other financial institutions Interest and other expense due to Group financial companies Interest and other expense due to banks and other financial institutions Other finance income (expense) Other finance income from third parties Finance income (expense) on dened benet plans - new IAS 19 Total finance income (expense)
( million)
(17) (17)
(80) (80)
The net loss on derivatives of 80 million (loss of 17 million in the first half of 2012) mainly related to the recognition in income of changes in the fair value of derivatives that did not qualify for hedge accounting under the IFRS and changes in the value of the forward component of derivatives that qualified for hedge accounting. Finance income (expense) with related parties are shown in Note 43 Transactions with related parties.
101
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
38
( million)
Share of profit of investments accounted for using the equity method Share of loss of investments accounted for using the equity method Net additions to (deductions from) the provisions for losses for investments using the equity method Total
4 4
8 8
The share of profit (losses) of investments accounted for using the equity method is commented on in Note 9 Investments accounted for using the equity method.
39
Income taxes
( million)
Current taxes: - Italian subsidiaries - foreign subsidiaries Net deferred taxes: - Italian subsidiaries - foreign subsidiaries Total
37 148 5 9 199
First half 2012
36 81 (76) (26) 15
First half 2013
( million)
Income taxes recognised in consolidated income statement Income taxes recognised in statement of comprehensive income Tax on total comprehensive result for the period
15 (16) (1)
40
Minority interest
The share of the net result attributable to minority interests amounted to 8 million (15 million in the first half of 2012).
41
Basic earnings (loss) per ordinary share are calculated by dividing net profit (loss) for the period attributable to Saipems shareholders by the weighted average of ordinary shares outstanding during the period, excluding treasury shares. The average number of ordinary shares outstanding used for the calculation of the basic earnings per share outstanding for 2013 and 2012 was 439,315,903 and 439,163,146, respectively. Diluted earnings (loss) per share are calculated by dividing net profit (loss) for the period attributable to Saipems shareholders by the weighted average of fully-diluted shares issued and outstanding during the period with the exception of treasury shares and including the number of shares that could potentially be issued. At June 30, 2013, shares that could potentially be issued only regarded shares granted under stock option plans. The average
102
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
number of shares outstanding used for the calculation of diluted earnings for 2013 and 2012 was 439,806,523 and 440,033,170, respectively. Reconciliation of the average number of shares used for the calculation of basic and diluted earnings per share is as follows:
June 30, 2012 June 30, 2013
Average number of shares used for the calculation of the basic earnings (loss) per share Number of potential shares following stock option plans Number of savings shares convertible into ordinary shares Average number of shares used for the calculation of the diluted earnings (loss) per share Saipems net profit (loss) Basic earnings (loss) per share Diluted earnings (loss) per share
42
Segment information
Offshore E&C Onshore E&C Unallocated Offshore Drilling Onshore Drilling
( million)
First half 2012 Net sales from operations less: intra-group sales Net sales to customers Operating profit Depreciation and amortisation Net income from investments Capital expenditure Property, plant and equipment Equity investments Current assets Current liabilities Provisions for contingencies First half 2013 Net sales from operations less: intra-group sales Net sales to customers Operating result Depreciation and amortisation Net income from investments Capital expenditure Property, plant and equipment Equity investments Current assets Current liabilities Provisions for contingencies
3,513 995 2,518 330 131 4 265 3,993 40 2,157 2,074 59 2,839 629 2,210 (107) 140 8 213 4,126 49 2,321 2,881 73
3,348 333 3,015 247 16 1 19 471 75 2,793 2,795 64 2,217 216 2,001 (595) 17 89 579 74 2,156 2,333 109
648 139 509 140 133 200 3,655 454 451 2 779 171 608 192 131 64 3,482 584 283 1
417 62 355 49 65 64 923 383 365 1 429 62 367 42 71 126 958 490 171 8
7,926 1,529 6,397 766 345 5 548 9,042 115 7,395 8,325 192 6,264 1,078 5,186 (468) 359 8 492 9,145 123 7,700 7,965 241
Geographical information
Since Saipems business involves the deployment of a fleet on a number of different projects over a single period, it is difficult to allocate assets to a specific geographic area. As a result, certain assets have been deemed not directly attributable. The unallocated part of tangible and intangible assets and capital expenditure related to vessels and their related equipment and goodwill. The unallocated part of current assets pertained to inventories related to vessels.
103
Total
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
A breakdown of revenues by geographical area is provided in Note 31 Net sales from operations.
Rest of Europe
Unallocated
North Africa
Rest of Asia
West Africa
Americas
( million)
First half 2012 Capital expenditure Tangible and intangible assets Identifiable assets (current) First half 2013 Capital expenditure Tangible and intangible assets Identifiable assets (current)
2 21 1,128 8 28 1,378
2 46 941 1 37 545
Current assets were allocated by geographical area using the following criteria: (i) cash and cash equivalents and financing receivables were allocated on the basis of the country in which individual company bank accounts were held; (ii) inventory was allocated on the basis of the country in which onshore storage facilities were situated (i.e. excluding inventory in storage facilities situated on vessels); (iii) trade receivables and other assets were allocated to the geographical area to which the related project belonged. Non-current assets were allocated on the basis of the country in which the asset operates, except for offshore drilling and construction vessels, which were included under Unallocated.
Construction contracts
Construction contracts were accounted for in accordance with IAS 11.
First half 2012 First half 2013
( million)
Construction contracts - assets Construction contracts - liabilities Construction contracts - net Costs and margins (completion percentage) Progress billings Change in provision for future losses Construction contracts - net
43
Saipem SpA is a subsidiary of Eni SpA. Transactions with related parties entered into by Saipem SpA and/or companies within the scope of consolidation concern mainly the supply of services, the exchange of goods, the provision and utilisation of financial resources, including entering into derivative contracts with other Eni SpA subsidiaries or associated companies and with a number of entities owned or controlled by the Italian State. These transactions are an integral part of the ordinary course of its business and are carried out on an arms length basis, i.e. at conditions which would be applied between willing and independent parties. All transactions were carried out for the mutual benefit of the Saipem companies involved. Pursuant to disclosure requirements covered under Consob Regulation No. 17221 of March 12, 2010, the following transactions with related parties were carried out in the first half of 2013: - on April 26, 2013, Saipem (Portugal) Comrcio Martimo Sociedade Unipessoal Lda, an indirect subsidiary of Saipem SpA, signed an agreement increasing and extending an existing 300 million medium to long-term revolving line of credit with Eni Finance International SA, a subsidiary of Eni SpA. The agreement, which increases the credit limit to 800 million and extends the maturity date by 5 years, carries an interest rate of 115 basis points over Euro Libor at the date of drawdown and will fund the operations of the Portuguese subsidiary. The tables below show the value of transactions of a trade, financial or other nature entered into with related parties. The analysis by company is based on the principle of relevance in relation to the total amount of transactions. Transactions not itemised because they are immaterial are aggregated under the following captions: - Eni subsidiaries; - Eni associates; - other related parties.
104
Total
Italy
CIS
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Unconsolidated subsidiaries SAGIO - Companhia Angolana de Gesto de Instalaao Offshore Ltda Total unconsolidated subsidiaries Associates and jointly controlled companies CEPAV (Consorzio Eni per lAlta velocit) Due KWANDA Suporte Logistico Lda Rosetti Marino Group SpA Milano-Brescia-Verona Scarl PLNG 9 Snc di Chiyoda Corp e Servizi Energia Italia SpA Saipem Taqa Al Rushaid Fabricators Co Ltd Total associates and jointly controlled companies Eni consolidated subsidiaries Eni SpA Eni SpA Exploration & Production Division Eni SpA Gas & Power Division Eni SpA Refining & Marketing Division Agip Energy & Natural Resources (Nigeria) Ltd Agip Karachaganak BV Burren Energy Services Ltd Eni Adfin SpA Eni Algeria Production BV Eni Angola SpA Eni Canada Holding Ltd Eni Congo SA Eni Corporate University SpA Eni East Africa SpA Eni Finance USA Inc Eni Ghana Exploration & Production Ltd Eni Insurance Ltd Eni Iraq BV Eni Mediterranea Idrocarburi SpA Eni Norge AS EniPower SpA EniServizi SpA Eni Togo BV Eni Trading & Shipping SpA Eni Venezuela BV Hindustan Oil Exploration Co Ltd Naoc - Nigerian Agip Oil Co Ltd Polimeri Europa France SAS Raffineria di Gela SpA Serfactoring SpA Snam Rete Gas SpA Stoccaggi Gas Italia SpA Syndial SpA Tecnomare SpA Versalis SpA (ex Polimeri Europa SpA) Other (for transactions not exceeding 500 thousand) Total Eni consolidated subsidiaries
1 1 51 1 1 7 60 11 2 7 4 11 18 44 2 99
84 84 5,714 5,714
1 4 2 7
1 1 2 2 8 12 9 2 1 1 2 2 15 22 1 55
7 5 12 30 16 1 4 1 62 51 44 62 6 7 60 1 1 6 1 1 31 8 9 3 405
105
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
( million)
Unconsolidated Eni subsidiaries Agip Kazakhstan North Caspian Operating Co NV Total Eni subsidiaries Eni associates and jointly controlled companies Total Eni companies Entities controlled or owned by the Italian State Total transactions with related parties Overall total Incidence (%)
7 7 7 1,391 0.50
55 55 1 69 2,999 2.30
6 -
Trade and other transactions as of and for the six-month period ended June 30, 2013 consisted of the following:
( million)
Unconsolidated subsidiaries SAGIO - Companhia Angolana de Gesto Instalaao Offshore Ltda Total unconsolidated subsidiaries Associates and jointly controlled companies CEPAV (Consorzio Eni per lAlta velocit) Due KWANDA Suporte Logistico Lda Rosetti Marino Group SpA Milano-Brescia-Verona Scarl PLNG 9 Snc di Chiyoda Corp e Servizi Energia Italia SpA Sabella SAS Saidel Ltd Saipem Taqa Al Rushaid Fabricators Co Ltd Total associates and jointly controlled companies Eni consolidated subsidiaries Eni SpA Eni SpA Exploration & Production Division Eni SpA Gas & Power Division Eni SpA Refining & Marketing Division Agip Energy & Natural Resources (Nigeria) Ltd Agip Karachaganak BV Burren Energy Services Ltd Eni Adfin SpA Eni Algeria Production BV Eni Angola SpA Eni Canada Holding Ltd Eni Congo SA Eni Corporate University SpA Eni East Africa SpA Eni Finance International SA Eni Finance USA Inc Eni Ghana Exploration & Production Ltd Eni Insurance Ltd Eni Iraq BV Eni Mediterranea Idrocarburi SpA Eni Norge AS EniPower SpA EniServizi SpA
1 1 48 53 2 1 4 7 115 1 73 1 35 2 1 7 37 56 46 31 45 20 8 2 1 47 3 -
1 1 81 8 7 17 113 27 2 1 2 5 2 2 5 36
1 2 -
1 1 29 5 7 23 64 8 1 2 1 3 11 21
71 4 3 4 82 71 18 4 70 6 50 68 18 7 1 83 3 -
106
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
( million)
Eni Togo BV Eni Trading & Shipping SpA Eni Venezuela BV Hindustan Oil Exploration Co Ltd Naoc - Nigerian Agip Oil Co Ltd Polimeri Europa France SAS Raffineria di Gela SpA Serfactoring SpA Servizi Aerei SpA Syndial SpA Tecnomare SpA Versalis SpA (ex Polimeri Europa SpA) Other (for transactions not exceeding 500 thousand) Total Eni consolidated subsidiaries Unconsolidated Eni subsidiaries Agip Kazakhstan North Caspian Operating Co NV Total Eni subsidiaries Eni associates and jointly controlled companies Total Eni companies Entities controlled or owned by the Italian State Total transactions with related parties Overall total Incidence (%)
3 3 3 3 1,093 0.27
3 -
The figures shown in the tables refer to Note 2 Trade and other receivables, Note 14 Trade and other payables, Note 30 Guarantees, commitments and risks, Note 31 Net sales from operations, Note 32 Other income and revenues and Note 33 Purchases, services and other costs. The Saipem Group provides services to Eni Group companies in all sectors in which it operates, both in Italy and abroad. Revenues from Eni associates, which amounted to 18 million, mainly comprised 14 million from Petrobel Belayim Petroleum Co. Receivables from Eni associates amounting to 18 million, mainly comprised 11 million from Petrobel Belayim Petroleum Co and 3 million from Mellitah Oil & Gas BV. Transactions with companies controlled or owned by the Italian State were mainly with the Snam Group. Other transactions were as follows:
Eni SpA Banque Eni SA Eni Insurance Ltd Eni Trading & Shipping SpA Total transactions with related parties Overall total Incidence (%)
86 3 89 96 92.71
75 13 88 396 22.22
107
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Financial transactions
Financial transactions as of December 31, 2012 and for the six-month period ended June 30, 2012 consisted of the following:
( million)
Eni SpA Banque Eni SA Eni Finance International SA Serfactoring SpA Total transactions with related parties
1 1
(44) 28 (16)
(1) Shown on the balance sheet under Short-term debt (1,523 million), Long-term debt (3,343 million) and Current portion of long-term debt (399 million).
Financial transactions as of and for the six-month period ended June 30, 2013 consisted of the following:
( million)
Eni SpA Banque Eni SA Eni Finance International SA Eni Trading & Shipping Ferrovie dello Stato Serfactoring SpA Total transactions with related parties
9 9
(1) Shown on the balance sheet under Short-term debt (1,426 million), Long-term debt (3,971 million) and Current portion of long-term debt (353 million).
Financial transactions also contain hedging contracts entered into with Eni Trading & Shipping SpA which are included in the income statement under Other operating income (expense). As the result of a special agreement between Saipem and the Eni Corporate Finance Unit, Eni SpA provides financial services to the Italian companies of the Saipem Group, consisting of loans, deposits and financial instruments for the hedging of foreign exchange and interest rate risks. The incidence of financial transactions and positions with related parties was as follows:
Dec. 31, 2012
( million) Total Related parties Incidence (%) Total
1,740 3,943
1,523 3,742
87.53 94.90
1,611 4,568
1,426 4,324
88.52 94.66
1 (49) (16) -
108
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
Income and revenues Costs and other expenses Finance income (expenses) and derivatives Change in trade and other receivables and payables Net cash flow from operations Change in financial payables Net cash flow from financing activities Total cash flows with related parties
Cash flow from operations Cash flow used in investing activities Cash flow from financing activities (*)
818 922
572.03 153.92
996 485
199.60 96.61
(*) Cash flow from financing activities does not include dividends distributed or net purchase of treasury shares.
Capital employed, net Total assets Total current assets Total non-current assets Total liabilities Total current liabilities Total non-current liabilities Total revenues Total operating expenses Operating profit Net profit (loss) for the period
44
No significant non-recurring events or operations took place in the first half of 2013 or in the first half of 2012.
45
In the first half of 2012 and 2013, there were no transactions deriving from atypical and/or unusual operations.
46
Information on subsequent events is provided in the section Events subsequent to period-end of the Operating and Financial Review.
109
Saipem Interim Consolidated Report as of June 30, 2013 / Notes to the condensed consolidated interim financial statements
47
Following the issue by Saipem SpA of its press release of January 29, 2013, in which it revised its 2012 earnings guidance and its outlook for 2013, the Company received a communication from Consob dated January 31, 2013 asking it to reconstruct the process of evaluation and the considerations that led to the decision to issue the press release in question and to describe the information used to arrive at the revision of its guidance for 2012 and 2013 profit and its outlook for 2014. Subsequently, in a letter dated February 1, 2013, Consob announced the commencement of an inspection of Saipem pursuant to Article 187-octies, paragraph 3 of Legislative Decree No. 58 of February 24, 1998 with the purpose of gathering documents and information regarding the preparation of the press release and the handling of privileged information. Subsequently, Consob requested additional information from Saipem in communications of February 8, February 25 and May 2, 2013, including information concerning the variations between the last business plan approved prior to January 29, 2013 and the new 2013-2016 business plan, contract monitoring data and details relating to the accounting treatment of contract costs. The Company replied to the above communications, providing the documentation and the information requested and offering Consob its full cooperation. Following the press release issued by Saipem SpA on June 14, 2013 in which the Company again reviewed its guidance for 2013 operating profit and net profit , Consob sent a new request on June 19, 2013 for information regarding: (i) negotiations with Sonatrach from January 2013; (ii) the contracts for which expected profits had been revised downwards and the reasons for this revision. Saipem responded to the above communications supplying the documentation and information requested. On July 19, 2013, Consob notified the Company that it was commencing proceedings to seek an adjustment it believes may be necessary of the financial disclosures made in the consolidated and statutory financial statements at December 31, 2012 and to challenge the financial statements before the judicial authorities (pursuant to Article 154-ter, paragraph 7 and Article 157, paragraph 2 of Legislative Decree No. 58/1998). Consob believes it has identified instances of non-compliance with international accounting standards in the financial statements in question, and specifically with the provisions of IAS 11 Construction contracts. The non-compliance claimed by Consob relates to accounting data from eight contracts, of which seven were still underway at December 31, 2012. In relation to five of these contracts, Consob has suggested that the downward revision of estimates amounting to approximately 500 million that was announced in the profit warning issued on June 14 and which this half year report places in the first half of 2013, actually pertains to 2012. In relation to the other three contracts, Consob believes it has identified critical situations pointing to the existence of negative margins amounting to approximately 130 million which it claims should have been recognised in the 2012 financial statements. The Company has confirmed the disclosures and judgements presented in the financial statements at December 31, 2012 and is of the opinion that there are still no grounds for recognising the alleged negative margins on the three contracts not included in the profit warning of June 14, 2013 in this half year report. The Company will present its own arguments to Consob in accordance with the required terms.
110
Certification of the Condensed Consolidated Interim Financial Statements pursuant to Article 81-ter of Consob Resolution No. 11971 of May 14, 1999 and subsequent amendments
1. The undersigned Umberto Vergine and Stefano Goberti in their capacity as CEO and Manager responsible for the preparation of financial reports of Saipem SpA, respectively, pursuant to Article 154-bis, paragraphs 3 and 4 of Legislative Decree No. 58 of February 24, 1998, certify that the internal controls over financial reporting in place for the preparation of the condensed consolidated interim financial statements as of June 30, 2013 and during the period covered by the report, were: - adequate to the company structure, and - effectively applied during the process of preparation of the report. 2. Internal controls over financial reporting in place for the preparation of the condensed consolidated interim financial statements as of June 30, 2013 have been defined and the evaluation of their effectiveness has been assessed based on principles and methodologies adopted by Saipem in accordance with the Internal Control - Integrated Framework Model issued by the Committee of Sponsoring Organizations of the Treadway Commission, which represents an internationally-accepted framework for the internal control system. This declaration has been made taking into account the representations contained in the Note 47 Additional information - Notification of Consob proceedings on page 110 of this half year report. 3. The undersigned officers also certify that: 3.1 the condensed consolidated interim financial statements as of June 30, 2013: a) were prepared in accordance with the evaluation and measurement criteria issued by the International Accounting Standards Board (IASB) and adopted by the European Commission according to the procedure of the European Regulation (CE) No. 1606/2002 of the European Parliament and European Council of July 19, 2002; b) correspond to the companys evidence and accounting books and entries; c) fairly represent the financial, results of operations and cash flows of the Parent Company and the Group consolidated companies as of and for the period presented in this report; 3.2 the interim operating and financial review includes a reliable analysis of the material events occurred during the first half of 2013 and their impact on the condensed consolidated interim financial statements, as well as a description of the main risks and uncertainties for the second half of the year. The interim operating and financial review contains a reliable analysis of the disclosure on significant related-party transaction. July 30, 2013
111
112
Headquarters: San Donato Milanese (Milan) - Italy Via Martiri di Cefalonia, 67 Branches: Cortemaggiore (Piacenza) - Italy Via Enrico Mattei, 20
Information for Shareholders Saipem SpA, Via Martiri di Cefalonia, 67 20097 San Donato Milanese (Milan) - Italy Relations with institutional investors and financial analysts Fax +39-0252054295 e-mail: investor.relations@saipem.eni.it Publications Bilancio al 31 dicembre (in Italian) Annual Report (in English) Interim Consolidated Report as of June 30 (in Italian and English) Saipem Sustainability (in English) Also available on Saipems website: www.saipem.com Website: www.saipem.com Operator: +39-025201 Design: Gruppo Korus Srl - Rome - Italy Cover: Inarea Layout and supervision: Studio Joly Srl - Rome - Italy Printing: Impronta Grafica - Cant (Como) - Italy
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