Annual report 2011 KVAERNER ANNUAL REPORT 2011 3 Contents This is Kvaerner 4 Message from the President & CEO 5 Board of Directors' report 6 Annual accounts Kvaerner group 18 Annual accounts Kværner ASA 68 Share and shareholder information 80 Corporate governance 83 Board of Directors 92 Executive Management Team 94 Company information 96 4 KVAERNER ANNUAL REPORT 2011 KVAERNER IN BRIEF This is Kvaerner Kvaerner is a specialised engineering, procurement and construction (EPC) company, working on some of the world’s most demanding projects in this field. Kvaerner is a preferred partner for upstream and downstream oil and gas operators, industrial companies and other engineering and fabrication providers. Solid track record Stock listing and ownership KEY FIGURES Kvaerner is established to leverage the experience and Kvaerner's headquarters are at Fornebu (outside Oslo), 2011 2010 expertise from the execution of complex field develop­ Norway and the company has more than 3 200 employees ment projects during more than 40 years of operation. worldwide, in addition to a significant number of contract Operating revenues 13 295 13 209 The company provides a comprehensive range of tech­ staff. Kværner ASA was listed on the Oslo Børs (the stock EBITDA 1 073 488 nologies, solutions and products for offshore topsides, exchange in Oslo) 8 July 2011. The investment company EBITDA margin 8.1% 3.7% floating oil and gas facilities, substructures and complete Aker ASA exercises active ownership and is, through Aker EBIT 1 019 434 onshore plants. Kværner Holding AS, indirectly a significant shareholder Earnings per share 2.08 0.28 in Kvaerner. Order backlog 10 046 12 435 Reliable, flexible and competitive Kvaerner is tailored to meet the demands from the clients and a dynamic EPC market through reliable, flexible and competitive delivery models. HSE performance In Kvaerner, concern for health, safety and the environ­ ment is a core value, and the company systematically works to ensure continuous improvement on HSE culture and performance. > Kvaerner strives continuously for zero harm to personnel, material and non­material assets. > Kvaerner focuses on employee health and on improvement of work environment. > Every employee takes personal responsibility for HSE by focusing on their own behaviour. KVAERNER IN BRIEF KVAERNER ANNUAL REPORT 2011 5 efforts in the fields of HSE, quality, timeliness and hands- on-management. Message from the President & CEO The main focus area for 2011 was consolidation. Now we are strengthening our core business in the home 2011 has been a year of important strategic progress and focused project execution for markets, and further on we progress towards international Kvaerner. We carried out a successful listing of the new company under a well-known expansion of Kvaerner’s operations. Strategically, our focus is two-fold: in our home market we are optimising brand in July. In parallel with executing important projects and studies, we have been the production line in order to maximise the capacity clarifying our international strategic profile. utilisation. Internationally, we are continuing to develop the delivery models in our target regions; Asia Pacific, When we listed Kvaerner on the Oslo Børs in July 2011, in the market. These fluctuations are consequences of Russia, the Caspian and Atlantic Canada. We carefully I said that the timing for establishing a global EPC different project phases and variations in the mix of select our target projects with the aim of getting an contractor like Kvaerner could not have been better. Even project portfolios. Kvaerner’s accounting policy does not optimal portfolio of projects to benefit our customers and with the financial uncertainty in many countries, this recognise profit on projects before 20 percent completion ourselves. statement is still valid. In fact, I believe it is fair to say has been achieved, this results in lower margins in those The platform for our operation is in place and the crew that the market ahead of us has gone from quite quarters where several projects are in an early phase. is ready. We have started our journey, but a lot of hard promising to very promising. The fundamental demand for Kvaerner enters 2012 with a somewhat small project works lies ahead of us. hydrocarbon based energy is expected to remain strong. portfolio with several projects in these early phases, On 9 June 2011 we received the devastating news that In addition, leading customers focus on maintaining their consequently 2012 will be a year of uncertainty with one of our colleagues on the Sakhalin 1 project in East production level, which for most oil producers makes it regards to the final financial outcome. The results will be Russia went to work and did not return home in the necessary to identify and develop new reservoirs. The influenced by uncertainty to the commercial end result of afternoon. An accident like this is unacceptable and it is recent high impact discoveries in the mature North Sea as major projects, representing both a potential upside as an important reminder that we can never relax our HSE well as the Barents Sea reaffirm the potential of the well as a potential downside. There is also uncertainty focus. The accident has been investigated and the cause Norwegian continental shelf. According to oil and gas with regards to on- going projects. However, I believe has been identified and conveyed to all our operations. analysts at Rystad Energy, it is expected that the North Sea 2012 will be a year of transition in the sense that our The key lessons learnt have been made part of the HSE market for offshore EPC projects will grow by 22 percent tendering activity is very high with several projects in the training. We will continue to focus on HSE relentlessly, from 2010 to 2015. For the global EPC market the growth bidding phase. whether it is in Nakhodka, Verdal, Stord or anywhere else for this period is expected to be 16 percent. This means In November 2011, we summoned 116 of Kvaerner’s in the world. that the prospects for all our business areas are very good. leaders from all around the world to the Kvaerner Leader- 2011 was indeed a special year, with the listing of The EPC industry is built upon trust and reputation. An ship Conference (KLC). This was the first arena where the Kvaerner on the Oslo Børs in July and the second half of EPC contractor gains trust from the ability to deliver senior management gathered, and a very important venue the year as a listed company. A lot of work has been done facilities according to plan, meeting the specified quality, for establishing a common platform for the future during the year in preparation for the long journey and at the agreed time. Our ability to perform on these de velopment of Kvaerner. towards our strategic goal of becoming a global EPC criteria is the key to our success, and Kvaerner has a lready I acknowledge that we have set bold goals for Kvaerner, contractor. An exciting, demanding and arduous journey proven that its organisations are capable of doing so. and that we need a dedicated crew to accomplish these lies ahead of us, but the markets are favourable and Looking at the numbers for 2011, EBITDA ended at goals. I’m proud to say that I’m confident that we have the Kvaerner has the experience and capabilities for further NOK 1 073 million with an EBITDA margin of 8.1 percent right crew and that they are with me on this expedition. growth. It is up to us. and a net profit of NOK 559 million. Our financial position On average, the Executive Management Team has 26 is solid and the Board of Directors has proposed to pay a years of industrial experience and the members have all dividend of NOK 1.00 per share for 2011. seen the evolution and the prosperity of our industry. The In light of the numbers, it is important to remember team’s composition reflects our ambitions in becoming a Jan Arve Haugan that Kvaerner’s activity is highly affected by fluctuations top league global EPC contractor with the combined President & CEO 6 KVAERNER ANNUAL REPORT 2011 BOARD OF DIRECTors’ reporT Board of Directors' report Summary ment of Kvaerner was good. Work continues to fully align gas for transportation, industrial purposes and energy Kværner ASA was publicly listed with the ticker «KVAER» the organisation ready for Kvaerner to take the steps and production. This justifies the need for increased capital on the Oslo Børs on 8 July 2011. At the time of the listing, actions necessary to reach their goals in the coming years. spending in developing oil and gas fields. Kvaerner had more than 3 500 skilled employees, an Kvaerner’s success depends on the trust the company is order backlog of NOK 15.6 billion and a strong market Business overview able to earn and sustain from customers. An important forecast, which gave the new company a solid foundation Principal operations factor in achieving such trust is a cost­effective and from the start. Kvaerner is a specialised engineering, EPC provider work­ proven proprietary delivery model. The model needs to be Kvaerner is a dedicated engineering, procurement and ing on some of the world’s most demanding projects. flexible to meet the demand for attractive solutions and construction (EPC) company. This dedication, and the de­ Kvaerner is comprised of two Norwegian yards at Stord products delivered on time and at a quality level comply­ merger from Aker Solutions, was a response to customers' and Verdal; the field development engineering hub and ing with EPC industry practice. requests for specialised and flexible EPC contractors.