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001-064BilSaipem13Ing.qxd 8-04-2014 10:20 AM Pagina I Annual Report 2013 WorldReginfo - ff4b09bc-fd13-477b-a0ea-c961b0701766 Mission Pursuing satisfaction of our Clients in the energy industry, we tackle each challenge with safe, reliable and innovative solutions. Our competent, multi-local teams provide sustainable development for our Company and for the communities in which we operate. Our core values Commitment to health and safety, openness, flexibility, integration, innovation, quality, competitiveness, teamwork, humility, internationalisation, responsibility and integrity. Countries in which Saipem operates EUROPE Austria, Belgium, Croatia, Cyprus, Denmark, France, 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, United States, Venezuela CIS Azerbaijan, Kazakhstan, Russia, Turkmenistan, Ukraine AFRICA Algeria, Angola, Cameroon, Congo, Egypt, Gabon, Ghana, Libya, Mauritania, Morocco, Mozambique, Nigeria, South Africa, Togo, Uganda MIDDLE EAST Iraq, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates, Yemen FAR EAST AND OCEANIA Australia, China, India, Indonesia, Japan, Malaysia, Myanmar, Pakistan, Papua New Guinea, Singapore, Thailand, Vietnam WorldReginfo - ff4b09bc-fd13-477b-a0ea-c961b0701766 Annual Report 2013 WorldReginfo - ff4b09bc-fd13-477b-a0ea-c961b0701766 Disclaimer By their nature, forward-looking statements are subject to risk and uncertainty since they are dependent upon circumstances which should or are considered likely to occur in the future and are outside of the Company’s control. These include, but are not limited to: monetary exchange and interest rate fluctuations, commodity price volatility, credit and liquidity risks, HSE risks, the levels of capital expenditure in the oil and gas industry and other sectors, political instability in areas where the Group operates, actions by competitors, success of commercial transactions, risks associated with the execution of projects (including ongoing investment projects), in addition to changes in stakeholders’ expectations and other changes affecting business conditions. Actual results could therefore differ materially from the forward-looking statements. The financial reports contain in-depth analyses of some of the aforementioned risks. Forward-looking statements are to be considered in the context of the date of their release. Saipem SpA is under no obligation to review, update or correct them subsequently, except where this is a mandatory requirement of the applicable legislation. The forward-looking statements given herein are not intended to constitute an invitation to invest or to provide legal, accounting, tax or investment advice and should not be relied upon in that regard. Shareholders’ Meeting of May 6, 2014 Notice of the Shareholders’ Meeting was published in the daily newspaper Il Sole 24 Ore on March 27, 2014 WorldReginfo - ff4b09bc-fd13-477b-a0ea-c961b0701766 4 Letter to the Shareholders 5 Board of Directors and auditors of Saipem SpA 7 Saipem Group structure 12 Saipem SpA share performance 14 Glossary Directors’ Report 17 Operating review 17 New contracts and backlog 18 Capital expenditure 19 Offshore Engineering & Construction 25 Onshore Engineering & Construction 29 Offshore Drilling 31 Onshore Drilling 33 Financial and economic results 33 Results of operations 36 Balance sheet and financial position 39 Reclassified cash flow statement 40 Conclusion of Consob proceedings 1612/2013: pro-forma data at December 31, 2012 42 Key profit and financial indicators 43 Sustainability 45 Research and development 47 Quality, Health, Safety and Environment 50 Human resources 55 Information technology 57 Governance 58 Risk management 61 Additional information 63 Reconciliation of reclassified balance sheet Consolidated Financial and cash flow statement to statutory schemes Statements 66 Consolidated financial statements 72 Notes to the consolidated financial statements 142 Management’s Certification 143 Independent Auditors’ Report Addendum 145 Sustainability Performance WorldReginfo - ff4b09bc-fd13-477b-a0ea-c961b0701766 Saipem Annual Report / Letter to the Shareholders Letter to the Shareholders Dear Shareholders, in the sector were concentrated in South America and Saudi Arabia. 2013 proved a particularly difficult year for Saipem due to a In terms of health and safety, the Company’s LTIFR (Lost Time succession of events that impacted adversely on the year’s Injury Frequency Rate) fell from the previous year’s 0.32 to a very results, particularly in the Engineering & Construction sector. low 0.26. However, the six fatal accidents that occurred during the The exception was the Drilling sector which continued to follow year (three in 2012) serve to remind us that a constant effort is the positive trend registered in recent years. needed to ensure that attention to health and safety is kept high Overall, compared on a basis consistent with the Company’s at all sites on which Saipem operates. approved 2012 reporting, revenues decreased by 10.2% and Capital expenditure in 2013 amounted to €908 million, against EBITDA by 71.8%, while the year saw the Company post a negative €1,015 million in 2012. Sector by sector, Offshore Engineering net result of €404 million. & Construction saw the end of final completion work and sea trials The principal causes of this significant deterioration in results on the Saipem’s new pipelay vessel Castorone, which began included: operations in the second quarter, while construction work - reduced activity in both the Offshore and Onshore sectors on a continued on the new base in Brazil. In Onshore Engineering number of high margin contracts that had boosted 2012 results, & Construction, the new covered fabrication yard in Edmonton, following their completion in 2012 and early 2013; Canada, which is the first of its kind in North America, and which - a significant increase in 2013 in the incidence of contracts will allow Saipem to accelerate project delivery times was whose lower margins reflected the extremely competitive inaugurated during the last quarter of the year. The Offshore market conditions prevailing between 2009 and 2012; Drilling sector saw the completion of class reinstatement works - commercial decisions taken to facilitate entry into the Brazilian on the semi-submersible rigs Scarabeo 5 and Scarabeo 7 and the market, judged to have medium-term potential, where the first jack-up Perro Negro 3, while in the Onshore Drilling sector, final contracts acquired by the Company have low margins; completion works were carried out on four new rigs scheduled for - delays to important contract awards, particularly for large-scale operations in Saudi Arabia. Two other significant events affecting international pipeline projects and deep-water field the Company’s fixed assets regarded the capsizing and sinking on developments. July 1, 2013 of the jack-up drilling rig Perro Negro 6 while it was In addition, from May 2013 onwards, the combination of a carrying out rig positioning prior to the beginning of drilling deterioration in commercial relations in Algeria in the wake of operations near the mouth of the Congo River and the sale on investigations being conducted by the Algerian authorities and December 30, 2013 of the Firenze FPSO (Floating Production critical issues that emerged in relation to Onshore E&C projects Storage and Offloading) vessel to Eni. under execution in Mexico and Canada, Offshore E&C projects On December 5, 2013, the Italian stock market regulator Consob underway in the Gulf of Mexico and completion works on a vessel closed the proceedings it had commenced on July 19, 2013 with due to be installed in the Mediterranean had a further negative regard to a potential ‘non-compliance with international accounting impact on the year’s results. standards’ of the Separate and Consolidated Financial Statements The Company’s share price, which lost 49% of its value over the at December 31, 2012. The only consequence of the proceedings course of 2013, was impacted at the beginning of the year by the for Saipem was the restatement of the 2012 Financial Statements announcement revising 2013 earnings guidance sharply in line with Consob’s indications and corresponding adjustment downwards, which caused the price to fall to €19.90. made to the 2013 Financial Statements for the same amount. Subsequently, after a second downward revision of guidance in Aggregate net profit for 2012 and 2013 remained unchanged. mid-June had caused a second sharp drop to a year low of As in the second half of 2013, possible delays by Oil Companies in €12.60, the Saipem stock closed out 2013 at a price of €15.54. awarding new contracts may lead to reduced visibility with regard In terms of results by business line, Offshore Engineering to expected order backlog levels, which consequently makes it & Construction posted revenues in line with the previous year, harder to forecast associated revenues and margins. For this while EBITDA fell by 62%, with activities concentrated in West reason, Saipem has chosen to adopt a policy of cautious guidance, Africa, Kazakhstan and Saudi Arabia. In the Onshore Engineering reflecting the increased level of uncertainty in today’s market. & Construction segment, revenues fell 21.8% and EBITDA totalled For 2014, Saipem expects revenues of between €12.5 and negative €614 million, while activities were concentrated