IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached information document (the “Document”). The Document is a redacted and abridged version of an offering circular that was prepared exclusively for transactions with institutional investors. Information related to any offering or potential offering of securities has been redacted from the Document in order to comply with the rules and regulations relating to the offering of securities in the United States of America.
The Document is not intended for release, publication or distribution, directly or indirectly to persons in the United States of America, Canada, Australia, Japan or any other jurisdiction where the distribution of such information is restricted by law.
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There is no intention to register any securities described in the Document in the United States of America or to conduct a public offering of securities in the United States of America. No money, securities or other consideration is being solicited, and, if sent in response to the information contained in the Document, will not be accepted.
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CONFIDENTIAL NOT FOR GENERAL CIRCULATION IN THE UNITED STATES
CONFIDENTIAL
Saipem S.p.A.
(incorporated with limited liability in Italy)
[Redacted text]
See “Risk Factors” beginning on page 14 to read about factors that affect our business. [Redacted text]
TABLE OF CONTENTS
NOTICE TO READERS ... iv
FORWARD-LOOKING STATEMENTS ... v
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ... vi
EXCHANGE RATES ... x
CURRENCY AND DEFINITIONS ... xi
SUMMARY ... 1
GROUP STRUCTURE ... 6
SUMMARY OF THE RIGHTS OFFERING ... 7
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION ... 8
RISK FACTORS ... 12
USE OF PROCEEDS ... 29
CAPITALIZATION ... 30
DIVIDENDS AND DIVIDEND POLICY ... 31
DILUTION ... 32
THE RIGHTS OFFERING ... 33
MARKET INFORMATION ... 34
SELECTED FINANCIAL DATA ... 35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ... 42
BUSINESS DESCRIPTION ... 79
MANAGEMENT ... 131
PRINCIPAL SHAREHOLDERS ... 154
RELATED-PARTY TRANSACTIONS ... 156
DESCRIPTION OF SHARE CAPITAL ... 162
SECURITIES TRADING IN ITALY ... 163
FOREIGN INVESTMENT AND EXCHANGE CONTROL REGULATIONS IN ITALY ... 164
TRANSFER RESTRICTIONS ... 165
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS ... 166
ITALIAN TAX CONSIDERATIONS ... 167
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ... 168
PURCHASE OF REMAINING SHARES BY THE MANAGERS ... 169
INDEPENDENT ACCOUNTANTS ... 170
LEGAL MATTERS ... 171
GENERAL INFORMATION ... 172 ANNEX I ... A1-1 INDEX TO FINANCIAL STATEMENTS ... F-1
iv
NOTICE TO READERS [Redacted text]
FORWARD-LOOKING STATEMENTS
This Document contains forward-looking statements, including (without limitation) statements containing the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar words. These statements are based on the Company’s current expectations and projections about future events and involve substantial uncertainties. All statements, other than statements of historical facts, contained herein regarding the Company’s strategy, goals, plans, future financial position, projected revenues and costs or prospects are forward-looking statements. Forward-looking statements are subject to inherent risks and uncertainties, some of which cannot be predicted or quantified. Future events or actual results could differ materially from those set forth in, contemplated by or underlying forward-looking statements. The Company does not undertake any obligation to publicly update or revise any forward-looking statements.
The Company may not actually achieve or realize the plans, intentions or expectations disclosed in its forward-looking statements and readers should not place undue reliance on them. There can be no assurance that actual results of the Company’s activities and operations will not differ materially from the expectations set forth in such forward-looking statements. Factors that could cause actual results to differ from such expectations include, but are not limited to, those described under “Risk Factors,” including the following:
• an adverse change in our relationship with Eni;
• our ability to successfully execute our 2016-2019 Strategic Plan; • dependence on a relatively small number of customers;
• dependence on a small number of large contracts;
• the early termination, variation or non-renewal of our long-term contracts;
• exposure to counter-party credit risk of customers, joint ventures, partners and subcontractors; • exposure to liability for the actions of joint venture partners and associates;
• exposure to political, social, economic and other uncertainties; • accidents involving strategic assets;
• risks related to litigation and regulatory proceedings;
• risks related to the accounted methods used to recognize revenues and costs; • risks related to contractual pricing;
• risks related to attracting or retaining skilled personnel;
• risks related to cybersecurity and the protection of confidential information; • risks related to misconduct or breaches of laws by our employees or agents; • strikes and labor disputes;
• risks related to insurance;
• reliance on intellectual property law and confidentiality agreements; • changes in commodity prices; and
• dependence on licenses, regulations and certifications.
The above is not an exhaustive list of the factors that could cause actual results to differ materially from the expectations set forth in such forward-looking statements and should be read together with the other cautionary statements included in this Document, including those described under “Risk Factors,” beginning on page 14 of this Document.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION Financial Information
With the exception of certain non-IFRS financial measures, discussed below, the Group’s financial information for the years ended December 31, 2014, 2013 and 2012 included in this Document has been derived from the Group’s audited consolidated financial statements for the years ended December 31, 2014, 2013 and 2012 which has been prepared in accordance with IFRS, and endorsed by the European Union and the Italian regulation implementing Article 9 of Legislative Decree No. 38/2005 and included elsewhere herein (the “Audited Financial Statements”), which were approved by the board of directors of the Company on March 14, 2014 and March 10, 2015, respectively.
In the Audited Financial Statements for the year ended December 31, 2013 financial records for the year ended December 31, 2012 were restated in order to: (i) retroactively comply with the dispositions of the new version of IAS 19 “Employee Benefits” (“IAS 19”) approved by Regulation no. 475/2012, and ratified on June 5, 2012, and (ii) comply with the application of IAS 8, paragraph 42 with respect to certain balance sheet items. In particular, comparisons relating to the year ended December 31, 2012 were restated in order to reflect a reduction in revenues of €245 million. This correction relates to CONSOB’s challenge of the economic relevance of certain estimates that Saipem had previously considered in its interim reporting for the year ended December 31, 2013.
In the Audited Financial Statements for the year ended December 31, 2014, financial records for the year ended December 31, 2013 were restated in order to retroactively comply with (i) the dispositions included in IFRS 10 “Consolidated Financial Statements” (“IRS 10”) and the updated version of IAS 27 “Separate Financial Statements” (“IAS 27”) establishing the principles that should be adopted in the presentation and preparation of the consolidated financial statements and standalone financial statements, respectively, and (ii) the dispositions in IFRS 11 “Joint Arrangements” (“IFRS 11”) and the updated version of IAS 28
“Investments in Associates and Joint Ventures” (“IAS 28”) approved by Regulation no. 1254/2012, and ratified on December 11, 2012, which establish that joint ventures must be accounted for applying the equity method rather than proportionally line-by-line.
Unaudited interim condensed consolidated financial information as of September 30, 2015 and for the nine months ended September 30, 2014 and 2015 included in this Document has been derived from the Group’s unaudited interim consolidated financial statements as of and for the nine months ended September 30, 2015 prepared in accordance with IFRS and IAS 34, and included elsewhere herein (the “Unaudited Interim Consolidated Financial Statements,” together with the Audited Financial Statements,
the “Consolidated Financial Statements”). The Unaudited Interim Consolidated Financial Statements were
approved by the board of directors of the Company on October 27, 2015 and have been subjected to a limited review by the Group’s independent auditors, Reconta Ernst & Young S.p.A., whose report thereon, dated November 13, 2015 is included herein.
Capitalized terms used in the following discussion are defined under “—Certain Defined Terms” below. In the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this Document, as well as in other sections hereof, restated 2012 financial data is presented alongside 2013 data, and restated 2013 data is presented alongside 2014 data for comparison purposes only.
Readers must rely upon their own examination of the financial statements and financial information included elsewhere in this Document and should consult their professional advisors for an understanding of: (i) the differences between IFRS and other systems of generally accepted accounting principles and how those differences might affect the financial information included in this Document; and (ii) the impact that future additions to, or amendments of, IFRS principles may have on the Group’s results of operations and/or financial condition, as well as on the comparability of prior periods.
Non-IFRS Financial Measures
This Document contains certain non-IFRS financial measures including the Group’s “gross operating result,” which is otherwise referred to as the Group’s Gross Operating Result, EBIT, EBIT Adjusted, Unlevered Net Profit, Average Net Invested Capital, ROACE, Net Financial Debt and Backlog. Readers should not place undue reliance on these non-IFRS financial measures and should not consider any non-IFRS financial measure as: (i) an alternative to operating income or net income as determined in accordance with IFRS; (ii) an alternative to cash flow from operating, investing or financing activities (as determined in accordance with IFRS) as a measure of the Group’s ability to meet cash needs; or (iii) an alternative to any other measure
of performance under IFRS. These measures are not indicative of the Group’s historical operating results; nor are they meant to be predictive of future results. These measures are, however, used by Saipem’s
management to monitor the underlying performance of the Group. Since companies generally do not calculate similarly entitled non-IFRS financial measures in an identical manner, Saipem’s measures may not be
consistent with similar measures used by other companies. For this reason also, readers should not place undue reliance on any non-IFRS financial measures.
Return on Average Capital Employed
Return On Average Capital Employed (ROACE) is calculated as the ratio between 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. ROACE is not a measure determined in accordance with IFRS and our use of the term ROACE may be calculated by other companies differently from us.
Operative Return on Average Capital Employed
In order to calculate the operational ROACE, the net average capital invested excludes ongoing investments that did not contribute to the operating result.
Net Financial Debt
Net Financial Debt represents total loans and financing less cash and cash equivalents and less short-term investments. Net Financial Debt does not have a standardized meaning and is not a measure of financial performance in accordance with IFRS. It should not be considered in isolation, does not represent
indebtedness for the periods indicated and is not an indicator of our financial condition, liquidity or ability to service our debt. Other companies may calculate their net financial debt differently from us.
Backlog
Backlog represents the estimated revenue attributable to the uncompleted portion of lump-sum contracts and variation orders. The value of a contract in a currency other than Euro is booked at the applicable month-end exchange rate of the month in which the award is made and is revalued each month at the prevailing month-end exchange rate. Backlog is a measure of our potential future revenue, and represents our estimate of a significant portion of anticipated future revenue. We accordingly consider backlog to be one of our key performance indicators (“KPIs”). Completion of projects at the value reflected in the backlog is subject to a number of assumptions, risks and estimates, as well as the receipt of required governmental consents, permits, and regulatory clearances, which are the responsibility of the project owner and may be outside our control. While our entire backlog is supported by documentation from customers authorizing the performance of future work, backlog is not a guarantee of future revenues, as contractual commitments relating to contract price and completion date may change by way of amendments, modifications, variation order or delays. As such, there can be no assurance that all the revenue anticipated in our backlog will be realized in the timeframe expected or at all, or will result in profits. See “Risk Factors—Our long-term contracts may be
subject to early termination, variation or non-renewal.” Further, other companies may define the uncompleted
portions of their order books differently, limiting the usefulness of backlog as comparative measure. Backlog is not a measure determined in accordance with IFRS; however, it is a common measurement used in our industry. Our methodology for determining backlog may not be comparable to the methodologies used by others.
Our backlog as of September 30, 2015 amounted to €17.8 billion. In terms of geographical distribution, our backlog includes both traditional markets, such as the Middle East, which tends to be more resilient during negative industry cycles, and new markets such as West Africa, South America or the CIS area. Our
breakdown by customer is similarly split between international oil and gas companies (major and supermajor) and national oil and gas companies. As of September 30, 2015, Eni represented 10.0% of our backlog. The latter’s investment strategies tend to be less dependent on oil price fluctuations. The following chart
summarizes our backlog composition as of September 30, 2015 by segment, geographical area, customers and year of execution.
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Range Values
The project values are based on the project value as of the award date as amended to account for amendments, variations, change orders, claims and early termination (all of which are changes that are common to our industry and may impact the ultimate value of a project, provided also that some change orders or claims may be still under negotiation). The project values are presented in ranges. Range Value is the fixed range based on a classification system established by the Company for the presentation of the project values. The estimated project values as of the date of this Document are not necessarily at the midpoint between the upper and lower end of the range, but are on the basis of the current estimations included in these ranges. We cannot guarantee that the value realized upon the completion of a particular project will fall within the estimated value range disclosed herein. See “Risk Factors—Our long-term contracts may be subject to early termination, variation or non-renewal”, and “—Our percentage-of-completion method of accounting could result in a reduction in our results of operations.
Market Information
This Document contains statements related to, among other things, the following: (i) the size of the sectors and markets in which the Saipem Group operates; (ii) growth trends in the sectors and markets in which Saipem operates; and (iii) Saipem’s relative competitive position in the sectors and markets in which it operates and the position of its competitors in those same sectors and markets.
Whether or not this is stated, where such information is presented, such information was prepared by Saipem on the basis of third-party sources, as well as Saipem’s experience, market knowledge, accumulated data and investigation of market conditions. While Saipem believes such information to be reliable and believes any estimates contained in such information to be reasonable, Saipem cannot assure you that such information or any of the assumptions underlying such estimates are accurate or correct, and none of the internal surveys or information on which Saipem has relied have been verified by any independent sources. Accordingly, undue reliance should not be placed on such information. In addition, information regarding the sectors and markets in which Saipem operates is normally not available for certain periods and, accordingly, such information may not be current as of the date of this Document.
All estimates involve risks and uncertainties and are subject to change based on various factors. The projections and forward-looking statements in this section are not guarantees of future performance, and actual events and circumstances could differ materially from current expectations. Numerous factors could cause or contribute to such differences. See “Risk Factors” and “Business” for further discussion.
Rounding
Certain numerical figures set out in this Document, including financial data presented in millions or thousands and certain percentages, have been subject to rounding adjustments and, as a result, the totals of the data in columns or rows of tables in this Document may vary slightly from the actual arithmetic totals of such information.
Certain Defined Terms In this Document:
• References to “Backlog” are to our backlog as calculated pursuant to the definition of such set forth
in “—Non—IFRS Measures—Backlog” set forth above.
• References to “Eni” or to “Eni Group” are to Eni S.p.A. and its consolidated Subsidiaries.
• References to “Euro,” “€” or “Euros” are to the currency of the member states of the European Union participating in the third stage of the European Union’s Economic and Monetary Union.
• References to the “Group” or the “Saipem Group” are to Saipem S.p.A. together with its subsidiary companies under Article 2359 of the Italian Civil Code and under Article 93 of the Italian Unified Financial Act, unless the context requires otherwise.
• References to “IFRS” are to the International Financial Reporting Standards issued by the International Accounting Standards Board, including interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), previously referred to as the “Standing Interpretations Committee” (“SIC”), and, including also, International Accounting Standards (“IAS”) where the context requires, as endorsed by the European Commission for use in the European Union.
• References to the “Italian Unified Financial Act” are to Legislative Decree No. 58 of February 24, 1998, “Testo unico delle disposizioni in materia di intermediazione finanziaria,” as amended.
• References to “Net Financial Debt” are to the Group’s net financial debt as ascertained pursuant to
paragraph 127 of the European Securities and Markets Authority (“ESMA”) document no. 81/2011
regarding the implementing EC Regulation 809/ 2004, and in accordance with the CONSOB
instruction of July 26, 2007. See “—Non-IFRS Measures—Net Financial Debt” herein for information regarding the method of calculation of “Net Financial Debt.”
• References to “Saipem,” the “Company” or the “Parent Company” are to Saipem S.p.A., unless the context requires otherwise.
• References to the “Strategic Plan” and the “2016-2019 Strategic Plan” are to the 2016–2019 industrial plan of the Group, approved by the board of directors of Saipem on October 27, 2015. See Annex I for more information.
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EXCHANGE RATES
The average rate for a year means the average of the Bloomberg Composite Rates on the last day of each month during a year. The average rate for a month or for any shorter period, means the average of the daily Bloomberg Composite Rate during that month, or shorter period, as the case may be. The Bloomberg Composite Rate of the Euro on January 22, 2016 was $1.0795 per €1.00.
Period Average(1)(2) High Low Period End(3)
(USD per Euro)
Year 2010 ... 1.3266 1.4580 1.1876 1.3387 2011 ... 1.3926 1.4940 1.2858 1.2959 2012 ... 1.2860 1.3487 1.2042 1.3192 2013 ... 1.3285 1.3895 1.2745 1.3743 2014 ... 1.3285 1.3994 1.2096 1.2098 2015 ... 1.1098 1.2108 1.0462 1.0656 Month
January 2016 (through January 22) ... 1.0863 1.0985 1.0711 1.0795
(1) The average rate for a year means the average of the Bloomberg Composite Rates on the last day of each month during a year. (2) The average rate for each month presented is based on the average Bloomberg Composite Rate for each business day of such
month.
(3) Represents the exchange rate on the last business day of the applicable period.
CURRENCY AND DEFINITIONS Currency Presentation
In this Document, all references to “Euro,” “EUR” or “€” are to the single currency of the participating member states of the European and Monetary Union of the Treaty Establishing the European Community, as amended from time to time; and all references to “US dollars,” “USD” and “$” are to the lawful currency of the United States of America.
Definitions
Below is a list of technical terms used in the Document. Unless otherwise specified, these terms have the following meaning:
Brent The benchmark oil for Europe. A very light product resulting from the blending of oil produced in 19 fields located in the North Sea.
Offshore Central Processing Facility 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 plant and equipment.
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 Water Waters of depths of more than 500 meters.
Drillship Vessel capable of self-propulsion, designed to carry out drilling operations in Deep Waters.
Engineering and Construction—E&C Activities that can be carried out Offshore and Onshore for the realization of plants to service the oil and gas market.
Engineering, Procurement, Construction—EPC
Standard contract in the onshore sector for a complex project whereby the service provider provides engineering, material procurement and construction services. Whenever the facilities are delivered to the client ready for operations, i.e., already
commissioned, reference is made to a “turnkey contract.”
Engineering, Procurement,
Construction, Installation—EPCI
Standard contract in the offshore sector for a complex project under which the service provider (i.e., a construction company, a global consortium or a main contractor) provides engineering services, procures materials, builds rigs and associated infrastructure, provides transport to the installation site and carries out activities leading up to the start of rig operations.
Fabrication Yard Yard at which Offshore structures are fabricated.
Facilities Auxiliary services, structures and installations required to support the main systems.
Field Development Ship—FDS Dynamically positioned multi-purpose crane and pipe-lay vessel.
Floating Liquefied Natural Gas—FLNGUnit used for the treatment, liquefaction and storage of gas which is subsequently transferred onto vessels for transportation to end-use markets.
Floating Production Storage and Offloading (FPSO) vessel
System comprising a large tanker equipped with a high-capacity production facility.
xii
Jackup Mobile self-lifting unit comprising a hull and retractable legs used for offshore drilling operations.
J-laying Method of pipelaying that utilizes an almost vertical launch ramp, particularly suitable for Deep Water pipelaying.
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 utilization. A ton of LNG is equivalent to 1,500 cubic meters of gas.
Local Content Development of local capabilities, transfer of technical and managerial know-how and enhancement of the local labor market and businesses through its own business activities.
LPG Liquid Petroleum Gas. Produced in refineries through the
fractionation of crude oil and subsequent processes.
National Oil Companies State-owned/controlled companies engaged in oil exploration, production, transportation and conversion.
Offshore Section of open sea.
Onshore On land.
Pig Piece of equipment used to clean, descale and inspect a pipeline internally.
Pile Long and heavy steel pylon driven into the seabed and which,
together with other piles, constitutes a foundation for anchoring a fixed platform or other offshore structures.
Pipe-In-Pipe Subsea pipeline system used to transport hot fluids (oil and gas). Specifically, the pipeline consists of two coaxial pipes. The inner pipe transports the fluid while the outer pipe also protects the pipeline from water pressure. The space between the pipes contains insulating material necessary to reduce heat loss to the sea.
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-commissioning Operation consisting of pipeline cleaning out and drying.
Pulling Minor operations on oil wells due to maintenance or marginal replacements.
Rig Drilling installation comprising the derrick, the drill deck supporting 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.
S-laying Method of pipelaying that utilizes the elastic properties of 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.
Spool Connection between a subsea pipeline and the platform riser, or between the terminations of two pipelines.
Spoolsep Unit used to separate water from oil as part of the crude oil treatment process.
developments, especially relating to the equipment and technology employed for the extraction, treatment and transportation of oil or gas below sea level.
Template Rigid and modular subsea structure on which all of the oilfield Wellheads are located.
Tender Assisted Drilling Unit—TAD Offshore platform complete with drilling tower connected to a drilling support tender vessel housing all necessary ancillary infrastructure.
Tight Oil Oil “trapped” in liquid form deep below the earth’s surface in low permeability rock formations, which it is difficult to extract using conventional methods.
Topside Topside portion of a platform.
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 Excavation of trenches for burying offshore or onshore pipelines.
Trunkline Oil pipeline connecting large storage facilities to the production facilities, refineries and/or onshore terminals.
Ultradeep Water Waters of depths of more than 1,500 meters.
Umbilical Flexible connecting sheath containing flexible pipes and cables.
Upstream Activities relating to exploration and production.
Upstream activities Activities relating to the exploration, drilling, extraction and primary treatment of oil and natural gas.
Wellhead Fixed structure separating the well from the outside environment.
Workover Major maintenance operation on a well or replacement of subsea equipment used to transport the oil to the surface.
1
SUMMARYThis summary highlights selected information about the Company and our Group contained elsewhere in this Document. This summary is not complete and does not contain all the information regarding the Company and our Group. The following summary should be read in conjunction with, and the following summary is qualified in its entirety by, the more detailed information included in this Document, including the Audited Financial Statements, the Unaudited Interim Consolidated Financial Statements, and the related notes therein. You should read the entire Document carefully, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Capitalization,” and “Business Description,” as well as the Audited Financial Statements, the Unaudited Interim Consolidated Financial Statements and the notes thereto included in this Document. Unless the context requires or indicates otherwise, references to “Saipem S.p.A.,” “Saipem,” the “Company,” “we,” “us,” and/or “our” refer to Saipem S.p.A., and references to “Saipem Group,” and/or “Group” refer to Saipem S.p.A. and its consolidated subsidiaries.
Overview
The Saipem Group is a leading provider of onshore and offshore engineering, construction and drilling services to oil and gas companies worldwide. In the past 60 years we have designed and built more than 100 grass roots complexes and 2,000 process units. We have laid more than 130,000 km of land pipelines, sealines and trunklines, drilled more than 7,300 wells (of which 1,800 were offshore) and participated in more than 100 offshore EPCI projects in the last decade. Our clients include the largest international and national oil companies including Saudi Aramco, BP, Eni, ExxonMobil, Gazprom, Petrobras and Total.
Our Group has a global presence with a multi-local emphasis. We operate in more than 60 countries, employ more than 45,000 employees of 129 nationalities, possess 29 engineering and project-execution centers worldwide, and 9 main logistic and fabrication yards in five continents.
As of September 30, 2015, our net sales can be divided along the following geographical segments: 25% in Africa, 15% in the Americas, 28% in the East, 14% in Europe and 18% in the CIS.
In 2014, our net sales can be divided along the following geographical segments: 27% in Africa, 25% in the Americas, 26% in the East, 13% in Europe and 9% in the CIS.
Our business is organized along two main areas of business that operate both onshore and offshore: (i) the Engineering and Construction business; and (ii) the Drilling business.
Our E&C Offshore business unit specializes mainly in EPCI contracts relevant to fixed platforms, deepwater field development, floaters and laying of large-diameter pipelines, especially in challenging environmental conditions. Our diversified offshore asset base includes three derrick pipelay barges, three development derrick vessels, two field development vessels, three pipelay vessels, one pipeline trenching and 16 other vessels, including two FPSOs, fabrication yards and logisti basess and maritime works assets. Our E&C Onshore business unit focuses mainly in EPC contracts relevant to upstream oil and gas production and processing, liquefied natural gas, land pipelines design and construction, oil refining, gas monetization into chemicals, power plant, infrastructures and environmental activities. Our Onshore assets includes, cranes, excavators, sidebooms, pay-welders, trenchers, rock drills, pipe bending machines, generator units. As of December 31, 2014, our Engineering and Construction (E&C) Offshore division represented 55% of our total revenue and E&C Onshore represented around 30%. As of the same date, E&C Offshore EBIT was
€275 million, and E&C Onshore EBIT was negative at €(411) million.
Our Drilling division specializes in contractor drilling operations in hostile, remote and offshore locations, including Deep Water and Ultradeep Water. Our Offshore Drilling business unit asset base includes 15 offshore drilling vessels, among which are two Drillships, six semi-submersible rigs, six Jackups and one tender assisted rig. Our Offshore Drilling business unit includes 104 onshore fully operational rigs (excluding rigs owned by not Consolidated Companies). As of December 31, 2014, Drilling represented 15% of our revenue, of which Offshore drilling accounted for 9% and Onshore drilling for 6%. As of the same date, Drilling Offshore EBIT was €100 million, and Drilling Onshore EBIT was €91 million.
We believe we are the largest integrated oilfield services operator in the world with a well-balanced business mix and a broad diversification along the entire oil and gas value chain. We believe we are a recognized market leader in all major premium sectors of the E&C Offshore segment. We possess a modern asset base, strong technical and engineering capabilities coupled with a track record of successful projects execution and local content. We believe we are also recognized as one of the most complete global E&C
Onshore contractors, with a track record of successful projects execution, a proven ability to integrate the engineering and procurement phases with construction, and state-of-the-art technology. We also believe we are one of the ten largest companies by market share operating in the Offshore drilling segment, where we are recognized as a high-quality niche competitor with long term contracts ensuring cash flow visibility and a cutting-edge asset base. In the Onshore drilling segment, we have displayed a stable performance through the current market downturn, positioning ourselves among the top competitors in strategic markets, such as the Middle East, and acquiring the second largest onshore rig fleet in international markets.
Our Key Competitive Strengths
We believe that our competitive position is primarily due to the following factors:
We enjoy broad diversification along the entire value chain and a differentiated business model. We believe that we are the only global integrated global EPC/EPCI contractor in the Oilfield services industry running both the E&C and the Drilling businesses, with operational diversification in the Offshore and Onshore segments. Our advanced technical and engineering capabilities are proved by a strong track record of successful execution of complex and highly innovative projects. We have strong integration along the entire value chain and diversified business lines ranging from infrastructure, marine terminals, maintenance and operations, renewables and environment and technical services.
Our diversified business model is focused on four main pillars and is designed around full and distinctive EPC/EPCI capabilities.
The first pillar relates to our engineering capabilities. We have more than 7,500 engineers and project managers, and we invest constantly in asset and technological innovation, supported by more than 130 R&D professionals worldwide. Moreover, our intellectual property portfolio comprises 130 licensed units and 150 patent families with more than 2,000 filings.
The second pillar relates to our key assets. We possess a modern fleet specialized in Deep Water, harsh environment and remote areas. Our asset base comprises 29 vessels, 15 offshore drilling units and 104 onshore fully operational rigs (excluding rigs owned by net Consolidated Companies), 9 main logistic and fabrication yards and more than €11 billion investments in the last 10 years for strategic asset acquisitions and M&A.
Our third pillar is project management. We have installed 100,000 km of land pipelines, sealines and trunklines. We have designed and built more than 100 grass root units and 1,800 process units, drilled more than 7,300 wells, of which 1,800 were offshore, and completed more than 100 EPC/EPCI projects.
Finally, our fourth pillar relates to local content. Our operations span more than 60 countries, and we have an estimated 44,000 employees worldwide. We believe that one of our key strengths is our commitment to invest in local workforce and transfer know how.
We have a broad and sustainable presence in strategic markets worldwide.
We are a global competitor with a widespread geographical footprint. With more than 7,500 engineers, 5 EPCI hubs and several engineering centers located worldwide, we have developed consolidated and
recognized engineering capabilities that position us as a world leader in E&C projects. We have further consolidated our geographical footprint and local content through a setup of fabrication yards and logistic basis in all key markets, including Italy, Canada, Nigeria, Brazil, Congo, Angola, Indonesia, Saudi Arabia, Iraq and Kazakhstan. In addition, the worldwide positioning of both Drillships and rigs in all major E&P markets consolidates our global competitive positioning while shielding us from any exposure to the volatile US market.
We boast a strong asset base with a modern and efficient offshore fleet.
We have experienced solid organic and external growth in the past two decades, driven primarily by a credible investment plan aimed at improving and diversifying the asset base, as well as a disciplined merger
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We have a long-term and diversified customer base.We have long-lasting customer relationships with many leading oil and gas companies in each major offshore/onshore market across the business units in which we operate. The vast majority of our customer base is investment grade, which reduces our exposure to counterparty risk. These clients include the world’s most prominent companies in the oil and gas industry, both at the international level (e.g., Total, BP, Eni and Exxon), which have reduced their capital spending budget less than smaller independent companies, and the national level (e.g., Saudi Aramco, Gazprom, Sonangol and Petrobras), which have a long-term horizon and rely on the oil and gas sector revenues for a material portion of their national budgets.
Our Strategy
We intend to focus on the following strategic objectives:
Refocus our business portfolio.
We intend to refocus our E&C Offshore operations for future growth by maintaining a modern fleet, entering into strategic partnerships in high value-added segments such as LNG and FLNG, exiting leased FPSOs, realigning our geographic presence and reducing our fabrication yard capacity. We also intend to restore profitability to our E&C Onshore operations by diversifying into value-added services, specializing in engineering and design instead of construction, exploring alternative contractual schemes (such as EPCM), exiting our infrastructure business in Italy, realigning our geographic presence and reducing our fabrication yard capacity. At the same time, we intend to maintain the stability and resilience of our drilling operations by investing in a modern Offshore drilling fleet, consolidating our Onshore drilling presence in the Middle East, cementing our position as a leading operator in harsh environment and Deep Water operations, and reducing our presence in South America.
De-risk our business model.
We intend to reduce the risk across our portfolio by exercising commercial discipline in the selection of business opportunities, the assessment, management, monitoring and prevention of risks, and optimize our internal decision-making mechanisms. We also believe that rebalancing our service mix is key to de-risking our business model. In particular, we intend to focus primarily on engineering and design, rather than construction, and exploring alternative contractual schemes, such as EPCM, whereby we would share construction responsibilities with our clients. At the same time, we intend to expand our network of strategic partnerships in high value-added segments, such as LNG and FLNG, while managing local complexity and exploiting opportunities through cooperation and partnership, as we have done in Kazakhstan. Finally, we intend to increase our focus on client relationship by committing to execution excellence, and proactively seeking cost-efficient solutions.
Optimize our costs and process efficiency.
We intend to optimize our costs structure by retiring obsolete vessels, eliminating overcapacity in overseas centers and offices, limiting our expatriate and temporary workforce, optimizing workforce and office space, offshoring IT services and revising our presence in regions with least potential.
Reduce our debt and strengthen our balance sheet.
We intend to strengthen our balance sheet by reducing our leverage to industry standards and improving our financial and strategic flexibility. We also intend to achieve financial independence from Eni by refinancing our debt and modifying our capital structure. At the same time, we intend to diversify our sources of funding and normalize our working capital while simultaneously optimizing our capital expenditures.
Develop our technology and innovation capabilities.
We are focused on continuously improving our technological and innovation solutions in our different business sectors with a view to reducing costs, enhancing the efficiency of our operations and enabling new business opportunities. In particular, we seek to enable Ultradeep Water fields and Stranded Fields Tie Backs and reduce the costs of equipment and installation. We are committed to developing subsea water treatment and separation technology, as well as vertical integration of subsea engineering systems over the full life of the field, in order to reduce costs, reinvigorate brownfields debottlenecking, increasing oil recovery and successfully managing the complexity of subsea fields. We have also taken steps to develop new tandem offshore LNG offloading systems with cryogenic floating hoses to improve the operability and safety of FLNG.
We have also entered into strategic alliances, including with Aker Solutions, which led to the creation of a new SPS/SURF integrated player. Further, we possess top-class proprietary Urea technology (with 132 licenses sold), which we intend to continuously improve in efficiency, corrosion resistance and emissions to maintain and improve our level of excellence in this segment.
The Company
Saipem is a joint-stock company under Italian law, incorporated in Italy with registered office at Via Martiri di Cefalonia No. 67, San Donato Milanese, Milan, Italy, telephone number (+39) 02.5201. The Company was incorporated on September 1, 1969, with the name “Saipem S.p.A.,” by deed of the notary Enrico Castellini, index no. 120712, deed no. 22844. The duration of the Company is set at December 31, 2100, and may be extended according to law.
Our Shareholders
As of the date hereof, Eni’s interest in Saipem is 30.42%. On October 27, 2015, Eni announced to the market the signing with FSI of (i) a purchase agreement on the basis of which Eni undertook to sell 12.5% of its share capital in Saipem, for a total consideration of €463.2 million and a share price equal to €8.3956 per share and conditioned upon the successful completion of the Rights Offering (as defined below); and (ii) a shareholders’ agreement aiming at governing the relation between Eni and FSI as shareholders of the
Company (the “Sale”). The closing of the Sale occurred on January 22, 2016. As of the date of this Document, neither Eni nor FSI exercise sole control of Saipem pursuant to art. 93 of the Italian Financial Act but the provisions of the shareholders agreement aim at enabling joint control of Saipem by Eni and FSI. See
“Principal Shareholders.”
The Financing
On December 10, 2015, Saipem and SFI entered into a loan agreement (the “Loan”) with Citigroup, Mediobanca and Banca IMI, in their capacity as agents, and certain Lending Banks. The Loan will provide Saipem and SFI with the financial resources necessary to repay their outstanding debt owed to the Eni Group as well as with liquidity to meet the general expenses of the Saipem Group (the “Financing”). See “Business
Description—Material Agreements—The Financing”.
The overall amount of the Loan is divided into three distinct lines of credit: (i) a five-year amortizing Term Facility in the amount of €1.6 billion to be used for the partial financing of the debt owed by Saipem and SFI to the Eni Group; (ii) a five-year Revolving Facility of €1.5 billion to be used for financing the general cash expenses of the Saipem Group, including the repayment of Saipem’s and SFI’s debt to the Eni Group not covered by the Term Facility and the Bridge-Bond Facilities, if any; and (iii) a bullet-type Bridge to Bond Facility of €1.6 billion to be used for the partial repayment of Saipem’s and SFI’s debt to the Eni Group.
The Transactions
The “Transactions” as used in this Document consist of the following: • the Financing;
• a capital increase of up to €3.5 billion Shares offered to current shareholders (the “Rights Offering”); and
• the payment of fees and expenses in connection with the foregoing,
We anticipate that the Company will have approximately €3,450,000,000 million of cash and cash
equivalents from the proceeds of the Transactions for the repayment of the Group’s outstanding debt with ENI. [Redacted text]
Recent Developments
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International Terminal SA; and (v) an EPC contract for the construction of subsea outfall lines, a construction dock, an offshore sea island and a small boat harbor on behalf of KNPC in Kuwait. In addition, we were selected as contractor for the initial development of the onshore LNG park in Mozambique by Anadarko Petroleum Corporation.
GROUP STRUCTURE
SUMMARY OF THE RIGHTS OFFERING
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
The tables below set forth the summary consolidated income statement, balance sheet and cash flow statement information of Saipem as of and for the years ended December 31, 2014, 2013 (restated) and 2012 (restated), and for the nine months ended September 30, 3015 and 2014.
The summary consolidated income statement, balance sheet and cash flow statement information as of and for the years ended December 31, 2014, 2013 (restated) and 2012 (restated) was extracted or derived from the Audited Consolidated Financial Statements and notes thereto of Saipem, prepared in accordance with IFRS and included elsewhere in this Document. The summary consolidated historical interim income statement, balance sheet and cash flow statement information as of September 30, 2015, and for the nine months ended September 30, 2014 and 2015, was extracted or derived from the Interim Consolidated Financial Statements prepared in accordance with IAS 34, included elsewhere in this Document. The Interim Consolidate Financial Statement for the nine month ended on September 30, 2015, was subject to limited review by the accounting company Reconta Ernst & Young S.p.A. Interim results of operations are not indicative of the results of operations that may be expected for any other period or for the full year.
The financial information below includes certain non-IFRS measures used to evaluate our economic and financial performance. These measures are not identified as accounting measures under IFRS and therefore should not be considered as an alternative measure to evaluate the performance of our Group. See
“Presentation of Financial and Other Information.”
We encourage you to read the information contained in this section in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Audited Consolidated Financial Statements of the Company, including the notes thereto, appearing elsewhere in this Document.
Consolidated Income Statement
Year ended December 31,
Nine months ended September 30, 2014 2013 (restated) 2013 2012 (restated) 2015 2014
(in million Euro) (in million Euro)
Revenues
Net sales from operations 12,873 11,841 12,256 13,124 8,445 9,475
Other income and revenues 15 177 177 17 5 7
Total revenues 12,888 12,018 12,433 13,141 8,450 9,482
Purchases, services and other costs (9,262) (8,882) (9,243) (9,138) (6,570) (6,696)
Payroll and related costs (2,408) (2,270) (2,320) (2,032) (1,755) (1,792)
Depreciation, amortization and impairment (1,157) (710) (724) (726) (764) (549)
Other operating income (expense) (6) 1 1 — (1) (2)
Operating result 55 157 147 1,245 (640) 443
Finance income 759 646 656 346 743 564
Financial expense (788) (787) (798) (575) (789) (671)
Derivative financial instruments (170) (48) (48) 74 (136) (55)
Total finance income (expense) (199) (189) (190) (155) (182) (162)
Share of profit of equity accounted
investments 20 2 13 17 (20) 26
Other income from investments 4 — — (1) 18 4
Total income (expense) from
investments 24 2 13 16 (2) 30
Result before income taxes (120) (30) (30) 1,106 (824) 311
Income taxes (118) (106) (106) (393) (42) (99)
Net result (238) (136) (136) 713 (866) 212
Consolidated Balance Sheet
As of December 31, As of September 3 0, 2014 2013 (restated) 2013 2012 (restated) 2015 (in million E uro)
Total non-current assets ... 8,631 7,763 7,901 7,561 8,105
Total current assets ... 8,894 9,114 9,142 9,398 8,717
Assets held for sale ... 69 — — — —
TOTAL ASSETS ... 17,594 16,877 17,043 16,959 16,822
Total Equity ... 4,178 4,744 4,744 5,280 3,416
Total non-current liabilities ... 9,605 8,770 8,926 7,594 9,605
Total current liabilities ... 3,811 3,363 3,373 4,085 3,801
TOTAL EQUITY AND LIABILITIES... 17,594 16,877 17,043 16,959 16,822
Consolidated Cash Flows
Years ended December 31,
Nine months ended September 30, 2014 2013 (restated) 2013 2012 (restated) 2015 2014 (In millions of €)
Cash flows from (used in) operating
activities ... 1,198 452 426 224 (1,005) 234
Cash flows from (used in) investing
activities ... (698) (506) (505) (1,012) (271) (482)
Cash flows from (used in) financing
activities ... (215) 151 151 1,096 969 512
Effect of change in consolidation ... — — — — (2) —
Effect of exchange rate changes and other changes on cash and cash
equivalents ... 18 (42) (45) (12) (14) 44
Total cash flows ... 303 55 27 296 (323) 308
Cash and cash equivalents at the start of
period ... 1,299 1,244 1,325 1,029 1,602 1,299
Cash and cash equivalents at the end
of the period ... 1,602 1,299 1,352 1,325 1,279 1,607
Other Financial Information (Unaudited) EBIT
Year ended December 31,
Nine months ended September 30, 2014 2013 restated 2013 2012 restated 2015 2014 (Euro in millions)
Net Sales from Operations ... 12,873 11,841 12,256 13,124 8,445 9,475
Other income and revenues... 9 7 8 10 2 7
Purchases, services and other costs ... (9,262) (8,711) (9,073) (9,131) (6,568) (6,698)
Payroll and related Costs ... (2,408) (2,270) (2,320) (2,032) (1,755) (1,792)
Gross Operating Result ... 1,212 867 871 1,971 125 994
Depreciation and amortization ... (747) (710) (724) (726) (560) (549)
Operating Result (EBIT Adjusted) 465 156 147 1,245 (436) 443
Impairment ... (410) — — — (204) —
Operating Result (EBIT) ... 55 157 147 1,245 (640) 443
ROACE
Year ended December 31,
Nine months ended September 30, 2014 2013 restated 2013 2012 restated 2015 2014
(Euro in millions, except percentages)
Net result ... (238) (136) (136) 713 (1,316) 534
Exclusion of net finance expense (net of
tax effect) ... 144 137 138 112 159 149
Unlevered Net Profit ... (94) 1 2 825 (1,157) 683
Net invested capital:
—beginning of period ... 9,504 9,639 9,558 8,015 9,798 9,758
—end of period ... 8,602 9,504 9,451 9,558 9,152 9,798
Average Net Invested Capital ... 9,053 9,572 9,505 8,787 9,475 9,778
ROACE ... (1.04)% 0.01% 0.02% 9.40% (12.2)% 7% Operative ROACE* ... (1.05)% 0.01% 0.02% 10% (12.2)% 7.4%
* In order to calculate the operational ROACE, the net average capital invested excludes ongoing investments that did not contribute to the operating result.
Net Financial Debt
September 30, December 31, 2015 2014 2013 restated Current Non-current Total Current Non-current Total Current Non-current Total (Euro in millions)
(A) Cash and
cash equivalents ... 1,279 — 1,279 1,602 — 1,602 1,299 — 1,299 (B) Available-for-sale securities ... 8 — 8 9 — 9 26 — 26 (C) Liquidity (A+B) ... 1,287 — 1,287 1,611 — 1,611 1,325 — 1,325 (D) Financial receivables ... 33 1 34 58 1 59 30 1 31 (E) Short-term financial liabilities to banks ... 428 — 428 277 — 277 191 — 191 (F) Short-term financial liabilities to related parties ... 2,853 — 2,853 1,873 — 1,873 1,698 — 1.698 (G) Other short-term financial liabilities ... 46 — 46 36 — 36 10 — 10 (H) Current Financial Debt (E+F+G) ... 3,327 — 3,327 2,186 — 2,186 1,899 — 1,899
(I) Net Current Financial Debt (H+C+D) ... (2,007) 1 (2,006) (517) 1 (516) (544) 1 (543) (J) Long-term financial liabilities to banks ... (2) (3) (5) — (250) (250) (1) (200) (201) (K) Long-term financial liabilities to related parties ... (460) (3,265) (3,725) (594) (3,064) (3,658) (1.357) (2.659) (4.016) (L) Other long-term financial liabilities ... — — — — — — — — — (M) Non-current Financial Debt (J+K+L) ... (462) (3,268) (3,730) (594) (3,314) (3,908) (1,358) (2,859) (4,217) (N) Net Financial Debt (I-M) ... (2,469) (3,267) (5,736) (1,111) (3,313) (4,424) (1,902) (2,858) (4,760)
RISK FACTORS
In addition to the other information contained in this Document, you should carefully consider the following risk factors regarding our business. The risks and uncertainties we describe below are not the only ones we face. Additional risks and uncertainties of which we are not aware or that we currently believe are immaterial may also adversely affect our business, financial condition and results of operations. If any of the possible events described below were to occur, our business, financial condition and results of operations could be materially and adversely affected.
Risk Factors Related to Our Business
Any adverse change in our relationship with Eni after the spin-off could hinder our operating performance and adversely affect our financial condition and results of operations.
The Company and the Group provide engineering, procurement, project management, construction and
drilling services to the major global oil companies. Saipem’s main clients include the major national oil companies and the major international oil companies (including Eni). See “Principal Shareholders”.
All trade relations between the Company and Eni are carried out at arm’s length. This is crucial as these are transactions between related parties regulated by the relevant regulations and by a specific procedure developed and applied by the Company; according to this procedure, any transaction between the Company and Eni (above certain thresholds) that is not carried out at arm’s length is subject to a specific assessment by the Audit and Risk Committee, which must provide a reasoned opinion to the board of directors of Saipem before the Board can resolve on such transactions. In 2015, the share of the Company’s revenues generated from the Eni Group amounted to approximately €1.4 billion, accounting for approximately 11% of total group revenues for 2015, positioning the Eni Group as one of the top three clients of Saipem. As of September 30, 2015, the orders acquired from the Eni Group represent approximately 4% of total orders, while the portion of the backlog attributable to the Eni Group represents 10% of the total.
Should relations between Saipem and Eni deteriorate after the Rights Offering, however, it is
conceivable that the Company could lose business opportunities and have to renegotiate past and/or future change orders and claims in a less amenable environment. These events would have a material adverse effect on the Group, its business prospects, its financial condition and its results of operation.
Our ability to successfully execute our 2016–2019 Strategic Plan is not assured.
We have included the Group’s 2016–2019 Strategic Plan, which was adopted by the board of directors on October 27, 2015, pursuant to CONSOB requirements. See Annex I. [Redacted text]
The budget figures (“Budget Figures”) in the 2016–2019 Strategic Plan are based on a set of critical assumptions, including a series of corporate actions by the board of directors.
In the event that one or more of the Strategic Plan’s underlying assumptions proves incorrect or events evolve differently then assumed in the Strategic Plan, including events that may not be foreseeable or quantifiable as of the date hereof the anticipated events and results of operations indicated in the Strategic Plan (and in this Document) could differ from actual events and results of operations.
In particular, the 2016–2019 Strategic Plan is based on the following assumptions and assumes that they will be accomplished within the conjectured time frame:
• the strengthening of the Company’s capital structure through the Rights Offering for a total of €3.5 billion and the financing of the debt;
• the acquisition of new projects with amounts and profit margins, which take into account the new and more competitive market conditions;
• a backlog consistent with certain assumptions related to the extension of strategic actions identified by the board of directors, such as the refocusing and the de-risking of the business model;
The 2016–2019 Strategic Plan is also based on general assumptions regarding inflation rates, exchange rates and interest rates, over which the Directors have no influence insofar as they depend on the overall market trend. See “Annex I ”.
Any failure by the Group to execute upon its Strategic Plan within the scheduled deadlines, both in connection with the business aspects and with the equity and financial structure strengthening aspects would have a material adverse effect on the Group, its business prospects, its financial condition and its results of operation.
We depend on a relatively small number of customers.
A significant amount of our revenues and profits are derived from a small number of customers in a given year. As of September 30, 2015, our five top customers represent 44.4% of our backlog, though none of these customers represent more than 20% of our commercial receivables. These customers include major integrated and national oil and gas companies. Our inability to continue to perform services for a number of these large existing customers, if not offset by contracts with new or other existing customers, or delays in collecting receivables from these customers, would have a material adverse effect on the Group, its business prospects, its financial condition and its results of operations.
We are dependent on a small number of large contracts at any given time.
Due to the size of many of our projects, the majority of our revenue in any year is derived from a
relatively small number of contracts. Consequently, should any one of those contracts prove less profitable for us than expected, revenues may decline significantly, which would have a material adverse effect on the Group, its business prospects, its financial condition and its results of operations. In addition, we may have multiple projects for the same customer and therefore one customer may comprise a significant percentage of our backlog or of our revenue for any given period.
Our long-term contracts may be subject to early termination, variation or non-renewal. The majority of the projects in our backlog are long-term contracts. Any of our contracts may be terminated earlier than expected by our customers, either within the relevant notice periods or upon our default or non-performance. In such circumstances we may not receive compensation in the event of early termination.
In addition, if a contract were to be terminated early, we may not recover our capital invested. Moreover, certain long-term contracts are subject to periodic renewal and there can be no guarantee that such contracts will be renewed and, if renewed, that the renewal will be on the same or improved commercial terms. The early termination or non-renewal of contracts would have an adverse impact on our business, financial position and results of operations as they may not be replaced by new contracts. Delays in the completion may also expose us to liquidated damages or other claims. Our contracts may also be subject to variation by renegotiation, requiring us to provide a different level of service. As a result, our backlog is subject to
unexpected adjustments and project cancellations and is, therefore, not an accurate indicator of future earnings. See “—Our use of percentage-of-completion method of accounting could result in a reduction in our
results of operations.” There is no certainty that our backlog will generate expected revenues or cash flows or
generate them at the time expected. Projects may remain in our backlog for an extended period of time. In addition, unforeseen events or circumstances, including cancellation, interruption or scaling down of projects, project disposal, change of orders, increased time required to complete projects, delays in commencing work, disruption of work, irrecoverable cost overruns or other unforeseen events may affect projects comprising the backlog and may result in reduced profitability, or losses, which may have a material adverse effect on the Group, its business prospects, its financial condition and its results of operation.
We are subject to counter-party credit risk of customers, joint ventures, partners and subcontractors. We provide our services to a variety of contractual counterparties and are therefore subject to the risk of non-payment for services we have rendered or non-reimbursement of costs we have incurred. The contracts we enter into may require significant expenditure by us prior to receipt of relevant payments from the
customer and expose us to potential credit risk.
In addition, we are active in a number of markets where payment terms are not always met or where our counterparties may take a strict contractual approach to performance of KPIs regardless of the overall
success of the project. In these markets, management intervention is often required in order to obtain
