Salini Relazione Dic 2013 PDF
Salini Relazione Dic 2013 PDF
Salini Relazione Dic 2013 PDF
Group
M ISSION
The Salini Group is a general contractor specialising in the construction of major, complex
works throughout the world. Inspired by the principles of sustainable development, the Group
uses technological and organisational innovation as well as its extraordinary human and
professional resources to develop construction solutions capable of enhancing the resources
of communities and contributing to the economic and social improvement of nations.
TABLE OF CONTENTS
DIRECTORS REPORT ................................................................................................ 4
CORPORATE BODIES ................................................................................................................................................... 5
GROUP SUMMARY ...................................................................................................................................................... 11
KEY INCOME AND FINANCIAL POSITION FIGURES OF THE GROUP .......................................... 12
MACROECONOMIC SCENARIO AND REFERENCE MARKETS .....................................................19
SUSTAINABLE DEVELOPMENT ..........................................................................................21
QUALITY, SAFETY AND ENVIRONMENT ..............................................................................24
CORPORATE GOVERNANCE .............................................................................................. 25
HUMAN RESOURCES ....................................................................................................... 27
CREATING A CAMPIONE NAZIONALE (NATIONAL CHAMPION).............................................. 28
OPERATING PERFORMANCE .................................................................................................................................. 31
ANALYSIS OF INCOME, FINANCIAL POSITION AND CASH FLOW............................................... 32
PORTFOLIO OF WORK IN HAND .........................................................................................42
CONSTRUCTION SECTOR ................................................................................................. 44
PLANTS SEGMENT .......................................................................................................... 74
NON-CURRENT ASSETS HELD FOR SALE ............................................................................. 77
TODINI COSTRUZIONI GENERALI ..................................................................................... 77
SUW CAMPANIA PROJECT ..............................................................................................77
TREASURY SHARES....................................................................................................... 104
MANAGEMENT AND COORDINATION ................................................................................ 104
STATUTORY AUDIT ....................................................................................................... 104
JUDICIAL PROCEEDINGS CONCERNING THE SUBSIDIARY IMPREGILO S.P.A. .......................... 105
ALTERNATIVE PERFORMANCE INDICATORS ...................................................................... 106
INFORMATION ON RELATED-PARTY TRANSACTIONS ........................................................... 107
RESEARCH AND DEVELOPM ENT ...................................................................................... 107
SECONDARY OFFICES ................................................................................................... 108
EXERCISE OF THE TAX CONSOLIDATION OPTION FOR IRES (CORPORATE INCOME TAX) .......... 109
TAX LITIGATION ......................................................................................................... 109
RISK MANAGEMENT AT GROUP LEVEL............................................................................. 110
SUBSEQUENT EVENTS ................................................................................................... 110
BUSINESS OUTLOOK ..................................................................................................... 111
CONCLUSIONS ............................................................................................................. 113
CONSOLIDATED FINANCIAL ................................................................................................................................. 114
C O N S O LI D A T E D S T A T E M E N T O F I N C O M E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 5
C O N S O LI D A T E D S T A T E M E N T O F C O M P R E H E N S I V E I N C O M E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 6
C O N S O LI D A T E D S T A T E M E N T O F F I N A N C I A L P O S I TI O N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 7
C O N S O LI D A T E D S T A T E M E N T O F C H A N G E S I N E Q U I T Y . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 9
C O N S O LI D A T E D S T A T E M E N T O F C AS H F LO WS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 0
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ....................................................................... 121
SALINI S.P.A. SEPARATE FINANCIAL STATEMENTS ...................................................................................... 213
S E P AR A T E I N C O M E S T A TE M E N T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1 4
S E P AR A T E S T A T E M E N T O F C O M P R E H E N S I V E I N C O M E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1 5
S E P AR A T E S T A T E M E N T O F F I N A N C I A L P O S I TI O N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1 6
S E P AR A T E S T A T E M E N T O F C H A N G E S I N E Q U I T Y . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1 8
S E P AR A T E S T A T E M E N T O F C AS H F LO W S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1 9
NOTES TO THE SEPARATE FINANCIAL STATEMENTS .................................................................................. 220
CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
CERTIFICATION OF SEPARATE FINANCIAL STATEMENTS
REPORTS OF THE INDEPENDENT AUDITORS
REPORTS OF THE BOARD OF STATUTORY AUDITORS
DIRECTORS REPORT
CORPORATE BODIES
Corporate Bodies
(Situation at 31 December 2013)
BOARD OF DIRECTORS
Luisa Todini
Alessandro Salini
Francesco Perrini*
David Morganti*
Roberto Cera
Gianluca Piredda*
*Independent
EXECUTIVE COMMITTEE
Pietro Salini
Roberto Cera
Gianluca Piredda
REMUNERATION COMMITTEE
Roberto Cera
Gianluca Piredda
INDEPENDENT AUDITORS
Independent Auditors Reconta Ernst & Young
Roberto Cera
Laura Cioli
Alberto Giovannini
Pietro Guindani
Geert Linnebank
Laudomia Pucci
Giuseppina Capaldo
EXECUTIVE COMMITTEE
Claudio Costamagna
Alberto Giovannini
Giuseppina Capaldo
Pietro Guindani
Marina Brogi
Giuseppina Capaldo
Geert Linnebank
REMUNERATION COMMITTEE
Geert Linnebank
Laudomia Pucci
INDEPENDENT AUDITORS
Independent Auditors PricewaterhouseCoopers S.p.A.
Appointed by the Shareholders Meeting of 17 July 2012 and in office up to the shareholders meeting for the
(i)
approval of the financial statements as at 31 December 2014.
Appointed by the Shareholders Meeting of 28 April 2011 and in office up to the approval of the financial
(ii)
statements as at 31 December 2013.
Appointed by the Shareholders Meeting of 12 September 2013 and in office up to the approval of the financial
(*)
statements as at 31 December 2014.
The shareholders meeting on 12 September 2013 appointed Franco Passacantando as director effective as of 16
(**)
December 2013. He will remain in office up to the approval of the financial statements as at 31 December 2014.
GROUP SUMMARY
Key income and financial position figures
Introduction
The voluntary public tender offer launched by Salini S.p.A. in the first half of 2013 for all
Impregilo S.p.A. ordinary shares, resulted in an interest in the share capital of the latter
company equivalent to 88.83% of the ordinary shares as at 31 December 2013.
The first subscription phase of the public tender offer was closed on 18 April 2013. On said
date, Salini S.p.A. gained control over Impregilo S.p.A., which prior to that date had been
accounted for as an associate.
In order to determine the scope of consolidation and in accordance with the provisions of
IFRS 3, the acquisition date for accounting purposes was set on 1 April 2013.
As a result, the balance sheet data as at 31 December 2013 of the subsidiary Impregilo S.p.A.
were fully consolidated in the financial statements of the Salini S.p.A. Group, whereas only
the results for the second, third and fourth quarters of 2013 were consolidated in the income
statement.
On 12 September 2013, as a part of this transaction, the extraordinary shareholders
meetings of Salini S.p.A. and Impregilo S.p.A. approved the merger by incorporation of
Salini S.p.A. into Impregilo S.p.A. The merger went into effect as of 1 January 2014 as a
result of a share exchange ratio of 6.45 Impregilo ordinary shares to each Salini share, with
no cash adjustments.
As from said date, the company resulting from the merger has taken the name of Salini
Impregilo S.p.A.
In this Annual Report, for the purpose of consistent and uniform disclosure, reference to the
previous company name is made for anything concerning management events prior to the
effective date of the merger. A more extensive disclosure concerning the merger is provided
in the documents made available to the public as required by the applicable provisions of law
and regulations.
In accordance with IFRS 3, the company measured its controlling interest in Impregilo
S.p.A. with the purchase price allocation (PPA) method, reporting assets and liabilities -
including potential ones - at fair value at the acquisition date. This has resulted in a
significant impact on the income statement in terms of revenues, non-core business, the
calculation of taxes and the net result of discontinued operations, while the balance sheet
was significantly impacted in terms of intangible assets, investments and tax payables.
Further details can be found in the paragraph on business combinations in the explanatory
notes to the financial statements.
Finally, the net result of discontinued operations includes the consolidated data of the
subsidiary Todini Costruzioni Generali S.p.A., which has been measured in this financial
year in view of its disposal. In accordance with the provisions of standard IFRS 5, for the
purpose of comparing the financial statements, the statement of income of the previous
period was restated by classifying the investees consolidated data as at 31 December 2012
under the Discontinued operations.
NB. The 2013 figures were consolidated with the balance sheet and income statement
data (from 1 April 2013) of the Impregilo Group, whereas the 2012 figures regarded the
Salini S.p.A. Group alone, being its first stand-alone year.
EBITDA
400.000
316,496
300.000
200.000
128,781
100.000
0
2013 2012
EBIT
200.000
147,652
150.000
100.000
64,816
50.000
0
2013 2012
R.O.I.
EBIT / Net invested capital
12,50%
12.1%
12,00%
11,50%
11,00%
10,50% 9.5%
10,00%
9,50%
9,00%
2013 2012
28,831,139 26,471,712
1,1%
22,7%
2013
76,3%
17,4%
25,8%
15,3%
2013
16,4%
25,1%
PORTFOLIO OF WORK IN HAND BY GEOGRAPHICAL AREA (/000) DEC 2013 DEC 2012
28,831,139 26,471,712
0,8%
23,7%
38,4%
2013
14,4%
1,3%
9,1%
11,3% 1,1%
Africa Europe
Asia North America
Central America South America
3,4%
0,5%
2013
96,1%
0,1%
34,5%
40,4%
2013
15,8% 9,1%
DEC 2013
Consolidated financial statements at 31 December 2013 17
Salini S.p.A. Group
HUMAN RESOURCES
1%
20%
2013
78%
The competitive landscape of the Salini-Impregilo Group is the global market of investments
in the construction industry and specifically in the construction of complex large-scale
infrastructures.
Global economic activity and trade showed signs of growth in the second half of 2013.
Specifically, the International Monetary Fund reported that consumer demand in most
developed countries has grown moderately, though in line with forecasts, while in emerging
markets exports have been the main driving force, with enduring weak domestic demand and
difficult financial conditions.
Economic forecasts in the Eurozone expect a recovery after the recent recession. The
International Monetary Fund expects the European Union to grow by 1% in 2014 and 1.4% in
2015, though with trends differing from one country to another. Germanys economy is
forecast to grow by 1.6% in 2014 and 1.4% in 2015, while the forecasts for Italy are rather
conservative with trends of 0.6% and 1.1% in 2014 and 2015 respectively. According to the
IMF, the emerging countries are expected to grow by 5.1% and 5.4% in the 2014-15 period.
A McKinsey study for the OECD reported that from 2014 to 2030 investments in
infrastructures will amount to US$57,300 billion, of which about 29% in roads and
motorways, 21% in energy infrastructure, 20% in hydraulic works, 17% in
telecommunications, and finally 13% in metros/railways, airports and ports.
In the next four years, an upward trend is expended in global demand for infrastructures,
equal to 9% per annum, in the energy, transport and other civil infrastructure sectors. In this
perspective, an important business opportunity is represented by the need of most
economically developed countries to replace or expand existing infrastructure that are no
longer adequate to meet growing energy needs, and the need for mobility, energy and water
related to the economic development and urbanization that is affecting many emerging and
developing countries.
The global Great Recession in the 2008-2011 period, though penalizing some segments in
the construction sector, such as residential and commercial construction, did not slow down
the demand for major infrastructure projects, which, on the contrary, continue to represent a
strategic priority for the growth of the domestic economies of most countries, both
industrialized and emerging, with particular reference to areas such as the Middle East,
Central Asia, Latin America and India.
In this perspective, the merger between the Salini and Impregilo companies has consolidated
the global competitive standing of the Group, consolidating its presence in the geographical
areas in which it already operates and providing its operating structure with the expertise
needed to access new markets and support continued business growth.
The Salini Impregilo Groups new dimension, designed to catch the early signs of change, has
successfully implemented the Campione Nazionale project characterised by:
a body of engineering and technology expertise of the highest order in the construction
industry;
an integrated management team with the determination and experience required to
compete in large-scale and complex infrastructure projects;
a global presence with an almost unique commercial strength;
the scale of a market leader;
a solid financial structure with an adequate credit standing (BB(Fitch)/BB(Standard
&Poors) issuer ratings).
Sustainable development
Over the years, sustainable development has become an integral part of corporate strategy,
being rolled out in programmes designed to provide the necessary tools for working in
numerous and diversified environments, interpreting and meeting the expectations of
institutions, clients, local communities, consumers and technical and operating counterparties
with different histories and cultures.
The Company believes strongly that the correct management of sustainable development
makes it possible not only to mitigate operating, financial and reputational risks, through
optimising non financial variables, but to also create new opportunities and gain competitive
advantages in a market that is increasingly concerned about sustainability issues.
The Company has translated these requirements into a vision and style of work based on the
value of people, attention to the environment, the principles of social responsibility and
corporate citizenship. This decision has resulted in a commitment to a broader concept of
sustainable development constituting a structural aspect of our business.
The projects we carry out energy from renewable sources, infrastructures to reduce urban
traffic congestion, public metro systems with a low environmental impact, development and
upgrading of regional infrastructures to boost regional development create lasting value for
the communities involved and are a catalyst for further growth.
The Group has formalised its working philosophy in a coordinated set of policies, procedures
and organisational structures aligned with major international benchmark standards. In
particular, since 2010, we have been a member of the United Nations Global Compact, a
worldwide initiative for sustainable development, which requires a commitment to aligning
our strategies and operations with ten universal principles relating to human rights, labour, the
environment and the fight against corruption.
At a national level, we are also part of the Global Compact Network Italy, and work together
with other member organisations and businesses to execute specific projects and initiatives
aimed at advancing the priorities set forth in the Global Compact.
The commitment to use local workers and suppliers has a positive impact on the development
of national economies, especially in emerging markets, by increasing workers skill levels and
suppliers quality standards, while at the same time improving infrastructure and
environmental conditions in the areas where we execute our projects.
Our complete dedication to human resources is especially concentrated in the areas of health,
safety and human rights, through the adoption of widely shared standards and codes of
conduct that are supported by a commitment to training and regular dialogue with employees.
The Groups commitment is also characterised by thorough consideration of the needs of local
communities. The Head Office divisions as well as on-site management analyse and assess
community requirements and, often in partnership with institutions and other organisations
on-site, develop investment projects in the areas of education, health, culture and recreation.
In recent years, significant resources have been allocated to construct buildings, schools,
hospitals and roads. Furthermore, energy and water distribution as well as health care have
been provided for local communities. During projects, these local communities have been
granted access to some work site facilities, such as medical clinics, classrooms, wells, roads
and bridges, which are often turned over to the communities and institutions when the project
is complete.
Our daily commitment extends from people to the conservation of the environment and
natural resources, which are crucial aspects of our business model.
For this purpose, the Group structures and conducts its work while guaranteeing the best
possible environmental protection, and is committed to continuously improving
environmental services, considered an integral part of the Companys financial and operating
performance. Our work sites are focused on reducing energy and water consumption by
developing innovative projects to re-use and recycle natural resources and scrap generated
while works are being conducted. Mitigating the impacts of work site activities on
communities is another priority to which the Group dedicates the utmost attention, by
monitoring and closely managing aspects relating to noise, vibrations, dust and road
conditions.
Since the environmental area incorporates strategic objectives in a globalised and highly
competitive market, clients, suppliers, local authorities and interested parties are involved in
processes and initiatives in the environmental area.
Our commitment to transparency is demonstrated by the fact that the Groups 2013
Sustainability Report, which reports each year on the Groups sustainability practices and
performance, has maintained application level A+ with the Global Reporting Initiative (GRI).
This Report has been drawn up in compliance with version 3.1 of the Sustainability
Reporting Guidelines & Construction and Real Estate Sector Supplement issued in 2011 by
the Global Reporting Initiative.
As a further guarantee to its stakeholders, the Company also voluntarily submits its
Sustainability Report for external certification. Please see the Report for further details.
Finally, during 2013 the subsidiary Impregilo S.p.A. also implemented a sustainability
reporting system to draw up the 2013 Sustainability Report.
This report was the first of the Impregilo Group to be drafted in accordance with the GRI
Guidelines and voluntarily submitted to external certification.
The performance of the Quality, Health, Safety and Environment System was assessed and
monitored through internal checks and by analysing work site reports, and it was found to
have been applied satisfactorily.
Locally, the certification of Salini S.p.A. has been extended to the management systems of the
Dubai and Abu Dhabi branches with regard to ISO 9001, ISO 14001 and OHSAS 18001, and
to the Singapore branch for ISO 9001:2008 only.
The ISO 9001, ISO 14001 and OHSAS 18001 certifications of the subsidiary Salini Australia
Pty Ltd were also confirmed.
In order to improve support to production facilities, the QAS management was reorganised by
appointing a regional QHSE Coordinator, with expertise in quality, safety and environment
issues, who will be directly involved in the contracts in the relevant geographical area,
providing the support needed for the proper start-up of activities and a timely transfer of the
know-how gained. The QHSE Coordinator function went into operation in the first half of
2013.
The training was also provided to the relevant resources and specifically to expatriate staff
with regard to workplace health and safety pursuant to Legislative Decree 81/08.
Corporate Governance
The corporate governance model adopted by Salini complies (except for certain
modifications) with the principles enshrined in the Code of Conduct for Listed Companies,
Consob recommendations and national and international best practice (cf. the Sarbanes-Oxley
Act - July 2002 and the Combined Code on Corporate Governance UK - July 2003).
Its corporate governance policies are therefore continually updated and documented in its
Annual Corporate Governance Report. That document describes the corporate governance
model in detail. It defines the Companys organisation, specifying the roles and
responsibilities of each corporate body and of senior management, and provides information
on the implementation of the provisions of the Code of Conduct.
The Internal Control System monitors the practical implementation of governance policies
and works effectively to promote their actual and constant execution.
The Board of Directors of Salini S.p.A., appointed during the board meeting of 16 October
2012, is composed of nine directors, of whom three have particular duties, and six are non-
executive directors (including three independent directors). The Board remained in office
until 31 December 2013. The Board met sixteen times during last year, and its major
resolutions on corporate governance concerned the examination and/or approval of:
On 24 June 2013, the Board of Directors of Salini S.p.A. approved the so-called reverse
merger of Salini into Impregilo (the Merger). The merger was part of a larger industrial and
strategic plan implemented by the Salini Costruttori Group in 2011 and geared toward the
creation of a Campione Nazionale in the construction of complex works and
infrastructures, thus establishing a large international group with shares listed on the Milan
Stock Exchange organised and managed by Borsa Italiana S.p.A. The Merger marked the
climax of a market transaction that recorded the success of one of the most important proxy
fight transactions carried out in Europe in 2012, with the support of small investors,
institutional investors and activists. It was followed by the voluntary public tender offer
launched by Salini for all Impregilo shares, which was ultimately completed in April 2013.
On 26 November 2013, the deed of the merger by incorporation of Salini S.p.A. into
Impregilo S.p.A. was signed pursuant to the resolutions of the respective shareholders
meetings held on 12 September 2013. Starting from the effective date of the merger on 1
January 2014, the company resulting from the merger has taken the name of Salini Impregilo
S.p.A. All effects for civil law, accounting and fiscal purposes have started as of the said
date.
The merger resulted in the cancellation of all 62,400,000 ordinary shares with a nominal value
of 1.00 each, constituting the share capital of Salini S.p.A. and the allocation to Salini
Costruttori S.p.A. of a total of 402,480,000 ordinary shares, equivalent to 89.95% of the
ordinary shares of Salini Impregilo S.p.A.
With regard to the Internal Control System, the Internal Audit Department conducted the
audits set forth in the Audit Plan defined at the beginning of the year in order to monitor the
suitability of the applicable procedures, as well as the compliance of processes with local and
international regulations. During 2013 the inspections requested by the Regulatory Authority
were carried out in Italian and foreign operating areas in order to assess the effectiveness of
the Management and Control Organisational Model.
Based on the results of the activities carried out by the Internal Audit Department during the
year, it can be reasonably concluded that the overall system is suitable to allow for proper
management of the main risks identified and, at the same time, to contribute to the
improvement of the corporate management as a whole.
It should be noted that in 2014 the corporate changes made during 2013 will have a
significant impact on the Groups organizational structure and, consequently, on the
organisation of the Internal Control System.
Financial year 2013 saw the continued training of personnel and ongoing monitoring of
changes in legislation and case law concerning the administrative liability of companies.
In order to favour compliance with ethical standards as well as with regulations on the
prevention of corruption, and on integrity, transparency and fairness in the conduct of
business, the preparations were started for the drafting of a Group Anti-corruption Model to
provide a systematic reference framework of regulatory instruments and anti-corruption
policies implemented by the Company to exclude any form of corruption, either direct or
indirect, both active and passive, thereby ensuring compliance with Italian and international
anti-corruption laws, including the Italian Anti-Corruption Law 190 of 6 November 2012, the
Foreign Corrupt Practices Act (FCPA) enacted in the U.S., and the UK Bribery Act.
The Group Anti-Corruption Model, though following the steps planned for the updating of the
Model pursuant to Legislative Decree 231/01, appears to have a broader scope, since its
purpose is to protect the Company and/ or its personnel against corruption practices, not only
of an active nature, which are not necessarily carried out in the interest and to the benefit of
the company.
The Company also took steps to comply with current regulations concerning the security of
computer data (as described in Legislative Decree 196/2003) and to update the Security
Policy Document as required by current regulations.
Human Resources
At 31 December 2013, the Salini Group had 31,172 employees, of whom 4.3% are located in
Italy and the remaining 95.7% abroad.
The multinational and multiethnic nature of the Group is underscored by its presence in every
continent of the world and by the employment of personnel belonging to about a hundred
different nationalities. Without considering the staff of the subsidiary Impregilo S.p.A., the
Salini Group availed itself of the services of 22,125 employees, of whom 1.4% in Italy and
98.6% abroad.
During the year, Group personnel grew by 0.8% and was broken down into the following
categories:
Despite the challenging macroeconomic situation, the size of the workforce shows excellent
employment levels, testifying to the strong attraction of the Group to new generations of
employees and, at the same time, demonstrates the success of the process designed to recruit
and hire resources with advanced professional qualifications, with a view to reinforcing the
critical skills of technical and service organisations and guaranteeing suitable and gradual
generational turnover.
The key steps that enabled the implementation of the project following one of the most
important proxy fight transactions in Europe in recent months can be summarised as follows:
On 6 February 2013, Salini S.p.A., announced its decision, in a special notice pursuant
to Article 102, paragraph 1 of Legislative Decree 98/58 (TUF) and Article 37 of
Consob Regulation 11971/99 (Issuers Regulation), to launch a voluntary public
offering, pursuant to Article 106, paragraph 4 of the TUF, for all Impregilo S.p.A.
ordinary shares not held by Salini S.p.A. at a price of 4.00 per share;
the Offer Document was published on 16 March 2013, accompanied by the supporting
documentation, specifically the (Impregilo) Issuer Statement, prepared pursuant to
Article 103 of the TUF and Article 39 of the Issuers Regulation;
Taking into account the shares tendered during the subscription period (from 18
March to 12 April 2013) and the subsequent reopening of terms period (from 18 to 24
April 2013), by 2 May 2013 Salini held a total of 370,575,589 ordinary shares, equal
to approximately 92.08% of total Impregilo S.p.A. ordinary shares.
In light of the outcome of the offer, as it was not aimed at the delisting of Impregilo
shares, Salini S.p.A. announced that it would restore sufficient free float to ensure
regular trading of said shares. Therefore, at the reporting date, the investment in the
subsidiary amounted to 88.83% of the ordinary share capital.
a) appoint Vitale & Associati as the independent expert producing the expert
appraisal supporting the Board of Directors in determining the share exchange
ratio for the merger between Salini S.p.A. and Impregilo S.p.A., as well as
BancaIMI and Natixis as advisors to help the Company with all aspects of the
transaction;
b) appoint PricewaterhouseCoopers S.p.A., Impregilos independent auditors, to
conduct the statutory audit of the accounts for the preparation of the report
pursuant to Article 2501-bis, paragraph 5 of the Italian Civil Code;
c) provide the CEO with a mandate to file a request with the Court of Milan for
the appointment of the expert who will prepare the report on the adequacy of
the exchange ratio pursuant to Articles 2501-sexies of the Italian Civil Code;
on 24 June 2013, the Boards of Directors of Salini S.p.A. and Impregilo S.p.A.
approved the plan for the so-called reverse merger of Salini S.p.A. into Impregilo
S.p.A. effective as of 1 January 2014, subject to the approval of the extraordinary
shareholders meetings of the two companies, setting the exchange ratio at 6.45
Impregilo ordinary shares for each Salini share;
approved the merger by incorporation of Salini into Impregilo S.p.A. and the
reduction of the share capital of the acquiring company pursuant to Article 2445
of the Italian Civil Code.
assigned the Board of Directors the mandate to increase the share capital without
pre-emption right pursuant to Articles 2443 and 2441, paragraph 4, sentence 2, of
the Italian Civil Code (amendment of Article 7 of the Bylaws).
assigned the Board of Directors the mandate pursuant to Articles 2443 and 2420-
ter of the Italian Civil Code to increase the share capital and to issue convertible
bonds, possibly also without pre-emption right pursuant to Article 2441,
paragraphs 4, part 1, 5 and 8 of the Italian Civil Code (amendment of Article 7 of
the Bylaws).
amended Article 33 of the Bylaws, in order to grant the Board of Directors,
pursuant to Article 2433-bis of the Italian Civil Code, the power to approve the
distribution of interim dividends.
amended Article 14 of the Bylaws in order to adopt the derogation system
provided for by Article 135-undecies, paragraph 1, of Legislative Decree 58 of
1998.
By deed of Mr. Carlo Marchetti, notary public in Milan, filed under No. 10520 of
Folder No. 5396, with the Registers of Companies of Rome on 4 December 2013, and
of Milan on 5 December 2013, the merger of Salini S.p.A. into Impregilo S.p.A. was
finalised effective as of 1 January 2014 and the company name was changed into
Salini Impregilo S.p.A. Therefore, starting from the effective date, Salini Impregilo
S.p.A. took over all contracts, assets and existing legal relationships of Salini S.p.A.
which the latter was previously a party to, taking on the relevant rights and obligations
without interruption.
Effective as of 1 January 2014, the 62,400,000 shares held by Salini Costruttori, with a
nominal value of 1.00 each and constituting the entire share capital of Salini S.p.A.,
were cancelled with the concurrent allocation to the parent company of 402,480,000
ordinary shares of Salini Impregilo S.p.A., equivalent to 89.95% of the total ordinary
share capital.
The merger is an essential step in the industrial and strategic plan pursued by the Group to
create a Campione Nazionale in the complex works and infrastructures construction
industry, thus becoming a major Italian player with shares listed on the Milan Stock Exchange
that can be a leading industry player worldwide.
In this perspective, the merger between the two companies will enable optimising the critical
success factors that characterise the business sectors of interest and yielding further
significant benefits, including:
OPERATING PERFORMANCE
Analysis of Group results
Introduction
The financial year ended on 31 December 2013 is the first year for which Salini S.p.A. has
prepared separate financial statements pursuant to the International Financial Reporting
Standards (IFRS) adopted by the European Union. In accordance with the provisions of
IFRS1, data for financial year 2012 were restated pursuant to the provisions of the
International Accounting Standards.
In contrast, the first-time application of the IFRSs to the Group consolidated financial
statements took place on a voluntary basis starting from 2012, which is the companys first
financial year.
Taking into consideration the importance of the production activities conducted through its
subsidiaries and in view of the evaluation criteria of the same in the separate financial
statements, Salini S.p.A. has opted for a single document.
The management analysis for the entire Salini S.p.A. Group is provided below, with data
prepared in accordance with the International Financial Reporting Standards.
See the following paragraph on the Main Group Companies for the analysis of the data of
the separate financial statements of the parent company and main subsidiaries.
Changes over the previous period are mainly due to the second, third and fourth quarter
results of the Impregilo Company, which became a subsidiary starting from 1 April 2013 and
to the effects of the measurement of the subsidiary Impregilo S.p.A. using the PPA method
pursuant to IFRS 3.
Profit margins, though in the presence of significant non-recurring costs incurred for the
completion of the public tender offer, recorded levels of excellence, with an EBITDA margin
and ROS of 9.2% and 4.3% respectively.
Pre-tax profit was greatly affected by the net financial position, which, as well as reflecting
the costs sustained in supporting investments and production activities and the results of
foreign-exchange losses, shows the positive effect, equal to 204 million, of measuring the
investment in Impregilo S.p.A. at fair value as provided for by IFRS 3.
In particular, paragraph 4 of IFRS 3 states that the acquisition should be accounted for by
applying the purchase acquisition method, which requires that all assets and liabilities,
including potential ones, of the acquiree be reported in the financial statements of the acquirer
at fair value regardless of the value posted by the acquiree in its financial statements (for more
details on the economic and financial effects of the so-called PPA process, see the
paragraph on Business combinations in the notes to the financial statements).
The net result of discontinued operations equivalent to (88.1) million consisted mainly of
the consolidated result of Todini Costruzioni Generali S.p.A., which was measured for the
first time in a disposal perspective.
With reference to the complex situation concerning the SUW projects in the Campania
region, these too part of the non-current assets held for sale, the positive developments in
litigation concerning the Groups claims for damages in relation to the former CDR plants
had a significant impact, as a result of which about 241 million were collected, equivalent
to a net gain for the year of 21.1 million.
Also as part of the SUW Campania projects, the broad acquittal handed down by the Court
of Naples at the end of 2013 for criminal proceedings started in 2004 was also of great
relevance. As part of the above proceedings, the Impregilo Group was the subject of major
precautionary measures which had already been quashed with a final ruling by the Court of
Cassation. For more complete disclosure on the events related to the SUW Campania
projects, see the section below of this Annual Report on Assets Held for Sale and
Discontinued Operations.
As part of the contracts for works, in the latter part of financial year 2013, the contractual
relationship with the client of the expansion works of the Panama Canal reported less
favourable results.
In this context, the subsidiary Impregilo, participating as lead partner with the Spanish group
Sacyr Vallehermoso in the international joint venture that was awarded the contract, met
with major critical issues and significant cost increasesin previous financial years
basically due to causes attributable to the client , and in the second half of 2013 encountered
difficulties to continue production activities.
This situation arising from the repeated refusal of the client to engage with a cooperative
spirit in the procedures contractually provided for protecting the parties rights was settled
only after year-end as a result of an agreement under which it was possible to resume
construction activities.
The agreement provides, inter alia, that in view of the resumption of works and their
completion by 31 December 2015, the client and contractors will co-fund the works to be
finished and, specifically, the additional costs incurred compared to the original estimates, as
well as defer the repayment of contractual advances by making the final allocation of the
additional costs between the parties contingent on the outcome of the arbitration proceedings
initiated simultaneously.
In light of these considerations, according to an evaluation approach consistent with these
recent events, it was deemed necessary to update the forward-looking assessments
concerning the contract reporting any additional net expenses over the entire life even if the
amount is not particularly significant.
Despite the considerable volume of production activities achieved during the year, the
portfolio of work in hand reached 28.8 billion, which represents more than 8.5 years of
future production, assuming revenues from ordinary operations equal to that recorded in the
income statement for 2013.
New prestigious contracts have been acquired for contraction of the metro in Riyadh (Saudi
Arabia), the Red North Line of the metro in Doha (Qatar) and the Skytrain project in
Australia. More detailed information about these and other contracts acquired during the
period is provided in the specific paragraph on the portfolio of work on hand.
Consolidated net financial position amounted to (331.7) million after making significant
investments for the control of Impregilo S.p.A. and covering the ordinary operations of the
Group, and was in line with the forecasts of the business plan and much better than the figure
of (694.9) million recorded at the end of the first half.
Group personnel reached 31,172 employees, growing by 0.8% versus the figure at 31
December 2012, had the subsidiary Impregilo been part of the current scope of consolidation.
Production
Total revenues for 2013 amounted to 3,425.7 million, consolidating - as from 1 April 2013 -
the turnover of the subsidiary Impregilo, whose share of the total value of production was
equal to 52.8 %.
Foreign projects represented a total of 83% for the year, testifying to the sound competitive
standing of the Group in geographical areas with great potential, such as Africa and the
Americas, which alone represent 52% of the total value of production.
Operating revenues amounted to 3,333.8 million, accounting for 97.3% of turnover.
The core business was Construction, which reported a value of 3,205.4 million, i.e., 96%
of the operating revenues.
The Ethiopian hydroelectric projects, Gibe III and Grand Ethiopian Renaissance Dam, as well
as the Ulu Jelai works in Malaysia and the Panama Canal expansion project provided a
significant contribution to this result.
Similar considerations can be made with reference to the works for the construction of the
Copenhagen metro in Denmark, the construction of the hydraulic tunnel in Abu Dhabi as well
as to the works related to the contracts in Venezuela.
Specifically, the Italian market was characterised by the works of the Pedemontana Lombarda
motorway, which in 2013 saw the completion of the road link between the A8 and A9
motorways.
Other non-operating revenues, amounting to 91.8 million, basically relates to entries which,
by their nature, are not part of core business (e.g. the recovery of costs incurred on behalf of
subsidiaries and charged back to them, technical and administrative services provided to third
parties, disposals of materials, insurance reimbursements).
Costs
Direct production costs stand at 2,586.4 million and account for 75.5% of total revenues
(77.3% in 2012).
Service costs, which represent the direct cost with a greater weighting, refer mainly to
expenses incurred to support production volumes and, net of the ancillary costs (amounting to
about 35 million) incurred for the public tender offer for Impregilo, are proportional to the
growth in turnover.
Personnel costs, standing at 459.4 million, absorbed 13.4% of the value of production.
Results of operations
Results of operations for the year show the substantial income quality of existing projects and
the portfolio of work in hand.
Economic and financial indicators, such as ROI (+12%) and net invested capital turnover
(2.8), confirm the positive performance of invested capital, both in terms of profitability and
the capacity to generate sales revenues.
The performance in EBITDA is significant which, reaching a total of 316.5 million, has
resulted in an EBITDA margin of 9.2%, which is outstanding considering both the impact of
the non-recurring costs of the public tender offer, amounting to about 35 million, and the
negative effect of 27.3 million, resulting from the application of the IFRS 3 standard for the
fair value measurement of the investment in Impregilo. For more details, see the paragraph on
Business combinations of the notes to the financial statements.
Similar remarks can be made for EBIT, which at 147.7 million represented a ROS of 4.3%.
The balance of the discontinued operations, amounting to (88.1) million, mainly includes the
net consolidated result of the subsidiary Todini Costruzioni Generali S.p.A., which on 31
December 2013 reported a value of (73.5) million.
In financial year 2013 the subsidiary reported some non-recurring events that had a significant
impact on profit margins for the period especially in the latter part of the year.
Specifically, the interruption of the works on the construction of the Alat - Masalli Highway
in Azerbaijan and the subsequent signing of a settlement agreement for the mutual termination
of the contract had a negative impact on Group EBIT amounting 40.9 million. The
settlement agreement, signed in the second half of the year, showed its effectiveness only near
the end of the year with the realisation of the mutual obligations.
Similar considerations can be made for the Dubai contract, where Todini was forced to limit
its production activities due to events beyond its control, without having the opportunity of a
proportional and simultaneous adjustment of the local structure for both technical and
commercial reasons. This situation had a negative impact on the contracts income statement,
which was only partially offset by a supplemental agreement by which the client granted an
amount of AED 20 million (equivalent to approximately 4 million) as full and final
settlement, well below the additional costs incurred due to the extension of the contract.
The contract in question was substantially completed and no significant future economic
impacts are expected.
Moreover, it should also be noted that the new contracts acquired during the year are still in
the start-up phase and were not able to generate revenues and profits equivalent to the
completed contracts, thus worsening the residual margin for the year.
Part of the result from discontinued operations reflected the ruling of the Court of Cassation
and the outcome of the enforcement procedures implemented by the subsidiary Impregilo
S.p.A. with regard to the dispute concerning the claims for damages filed through its
subsidiary FIBE for the former CDR plants. Further information about the dispute and the
broader situation regarding it is provided in the paragraph of the Annual Report on non-
current assets held for sale.
EBT (pre-tax profit) totalled 289.1 million, representing 8.4% of revenues due to the
combined effect of the positive operating margins and benefits of financial operations, which
were affected by the net impact of the fair value measurement of the controlling interest in
Impregilo amounting to 203 million.
The provision for taxes for the year (43.2 million) includes a current portion of (59.9)
million and a portion for deferred taxes of 16.6 million.
For additional information on the calculation of taxes, see the section on Income taxes in
the notes to the financial statements.
The following is a summary of the economic effects of the value adjustments made in
accordance with the provisions of IFRS 3 to the assets acquired and liabilities assumed as part
of the business combination related to the acquisition of the Impregilo Group.
The application of purchase price allocation had a negative impact on EBITDA and EBIT
in the amount of 27.3 million and 27.8 million respectively.
The net result of the final PPA amounted to 34.8 million.
Further details can be found in the paragraph on business combinations in the explanatory
notes to the financial statements.
Financial results
The structure of the statement of financial position at 31 December 2013 reflects the trends in
Group operations which are to be deemed instrumental to the balanced use of investments and
careful management of working capital.
Net fixed assets amounted to 777.1 million, consisting mainly of technical equipment at
operational sites whose valuenet of the related accumulated depreciationtotalled 519.1
million.
The change in intangible assets was significantly affected by the consolidation of the balance
sheet data of Impregilo, whose nature is essentially attributable to rights on infrastructure
granted under concession, to consideration paid for the acquisition of the High-Speed Railway
business units and to goodwill for the subsidiary Fisia Babcock.
The value of the equity investments was affected by the different accounting treatment used to
measure ownership of the Impregilo Company, which the year before was reported in the
statement of financial position as an associated company worth about 570 million.
Operating working capital, equal to 337 million, was the result of the significant growth in
production revenues, which had a proportional influence on uses, specifically regarding
inventories for work in progress, certification for clients and supplier exposure. Another
significant element consisted in the discounting to present value of the expected margins of
the contracts in the portfolio of the subsidiary Impregilo S.p.A. as at 31 March 2013 in
accordance with the purchase price allocation method as required by IFRS 3 and further
detailed in the paragraph on business combinations in the notes to the financial statements.
Non-current assets (liabilities) held for sale, whose net value totalled 235.5 million,
consisted entirely of the consolidated balance sheet figures of the subsidiary Todini
Costruzioni Generali S.p.A. (+229.8 million) and the balance of the claims for damages
relating to the former CDR plants (+5.7 million), which were already mentioned in the
previous paragraph on Income from discontinued operations and are more extensively
illustrated in the chapter on Non-current assets held for sale.
The effects of the final PPA on the Shareholders Equity for the year amounted to 80.4
million, of which 45.6 million were included in the consolidated financial statements of
Impregilo S.p.A. for the period from April to December 2013, while the remaining 34.8
million represents the net additional effect recognised at 31 December 2013.
The consolidated net financial position of continuing operations at the end of 2013 amounted
to (331.7) million and, in line with the managements forecasts, was the result both of the
investments planned for the implementation of the Campione Nazionale project, which was
completed with the control of the company Impregilo S.p.A., and of the ordinary uses of cash
flow to support the continued growth in the production volumes of the contracts.
The debt structure showed a substantial improvement in exposure compared to the end of the
first half of the year, when the value of the NFP amounted to (694.8) million, with a
redistribution of commitments geared toward the medium to long term. The positive value of
the current ratio - equivalent to 1.6 and better compared to the same period last year - showed
the Groups structural ability to cope with short-term liabilities with current asset items alone.
Finally, the application of the PPA method to the business combination related to the
acquisition of the Impregilo Group resulted in increased net debt in the NFP of approximately
18.9 million, as a result of the fair value measurement of financial assets and liabilities at the
date of acquisition of control of Impregilo.
The new acquisitions amounting to 8.6 billion were mainly the result of the construction
business, which contributed approximately 5.7 billion, i.e., 66.5% of the total, while the
remaining 33.5% was generated almost entirely by the concessions sector and specifically by
the management contract for the hospital in the Turkish city of Gaziantep.
Noteworthy is the performance in the Railway works and Road works sectors, which
account for 32.6% and 30.1% of the new projects in the construction sector respectively.
With regard to the core activities, 31% of the construction backlog referred to domestic
projects (6.8 billion), and the remaining 72% to foreign projects, of which Africa accounts
for 45% (6.8 billion), Asia and the Middle East 17% (2.6 billion), the Americas 21% (3.2
billion), Europe 15% (2.3 billion), and Oceania 2% (0.2 billion).
The construction sector is important not only for its impact on the overall portfolio of work in
hand, equivalent to 68%, but above all as an indicator of the commercial penetration potential
of the Group, which in 2013 was able to improve the value of its backlog by 10%, up from
19.9 billion (pro forma figure including the 2012 portfolio of Impregilo) at year-end 2012 to
the current 22 billion.
1.0%
31.1%
31.1%
2013
10.6%
11.4% 1.7%
1.5% 11.6%
Africa Europe
Asia North America
The railway works (5,676 million) and hydraulic works (5,518 million) segments
represented the core business of the Group with 25.8% and 25.1% of the construction
portfolio respectively. Nonetheless, road works and high-speed railway projects also played a
substantial role with 3,821 million and 3,617 million each, representing 17.4% and 16.4%
of total works in hand respectively.
17.4%
26.8%
15.3%
2013
16.4%
25.1%
Construction Sector
The Construction sector is the Groups core business and includes projects relating to the
construction of large infrastructure works, such as dams and hydroelectric plants, motorways,
railway lines, metros, underground works, bridges and similar works.
In 2013, the Construction sector reported total revenues of 3,205.3 million.
Below is a brief description of the key events relating to the main contracts of the year broken
down by geographical area.
Foreign
The Groups global mission is mainly demonstrated in its presence in foreign countries
through permanent structures, branches and local companies which, due to their strong
positions in the various markets, are ready to take advantage of the strategic potential and
business opportunities to be found there.
Within the Construction portfolio of work in hand, the value of international business
(15,152 million) represented 69% of the total.
International market activity, totalling 2,860.5 million, represented 84% of the value of
production at 31 December 2013.
AFRICA
Ethiopia
Work on the Gibe III project continues. The contract for this work, signed on 19 July 2006
and with a value of 1,569 million, involves building a hydroelectric plant with a capacity of
1,870 MW, consisting of an RCC (roller-compacted concrete) dam which is 243 metres high,
with a surface plant. Other permanent works include a total of 75 km of access roads, a new
bridge over the Omo river and camps and facilities for the client.
In 2010, an agreement was also signed with the client for the construction of a 66 kV power
line from the Wolayta Sodo substation to the Gibe III site. This line and the relative
substations will remain the property of the client, EEPCo (Ethiopian Electric Power
Corporation), but in exchange Salini will be supplied with discounted electricity.
On 30 December 2010, Salini Costruttori and EEPCo (Ethiopian Electric Power
Corporation)entered into an agreement to construct the Grand Ethiopian Renaissance Dam
(GERDP), which will be the largest dam in Africa (1,800 m long, 170 m high and with an
overall volume of 10 million cubic metres), along with two plants located on the banks of the
Blue Nile, equipped with a total of 16 turbines each with installed capacity of 375 MW.
On 12 March 2012, a second addendum was signed to formalise the request on behalf of the
client to increase the voltage of the electric line between Beles and GERDP, from 132 kV to
400 kV. This change resulted in an increase of 42 million in the contract amount, resulting in
a project total of 3.6 million.
Earthworks are currently in progress for the foundations of the main and central dams, while
the new bridge over the Nile was completed in September 2012 and is open to traffic.
The works for the construction of the plants along the river bank, the permanent camp and
construction site roads are substantially completed, as well as the works to divert the Nile into
the relevant channel.
Nigeria
The work relating to the Gurara Dam and Water Transfer Project, Lot A Dam and
Associated Works project is near completion. The current value of the job, inclusive of the
various contract addenda issued over the years (the contract was signed on 30 January 2001)
is approximately 545 million. The 9-million m3 earth and rockfill dam, the intake structure
and the 30-MW hydroelectric plant are complete; the power transmission line, the irrigation
perimeter and some road works still need to be finished. Completion is scheduled for 31
December 2014.
Work continues on the Development of Idu Industrial Area Engineering Infrastructure
project (the contract is worth around 237 million), involving the primary urbanisation of a
new district in the capital, Abuja, destined for industrial use. The sewage and drainage
systems are complete, the road network (including four viaducts) is 60% tarmacked and the
construction of water and power supply networks is under way.
Work is also continuing on the design and execution of the Nigeria Cultural Centre and
Millennium Tower (the contract is worth around 421 million). The structure of the tower has
reached its final height of 170 m and work is under way into the assembly of architectural
components, the underground parking area beneath the piazza is in the completion stages, the
artificial tunnel connecting the two plots has been completed and the structures of the seven
buildings which make up the Cultural Centre and the Auditorium are in an advanced stage of
construction.
The section of urban motorway pertaining to the Extension of Inner Southern Expressway
(ISEX), a project with a value of around 65 million awarded by the Federal Capital
Development Authority on 13 January 2010, is at an advanced stage of construction. Three of
the four main viaducts are complete, drainage works are nearing completion and most of the
road section has been tarmacked.
The Dualisation of Suleja Minna Road in Niger State project acquired in November 2010,
worth approximately 50 million, is currently under way. At present, the earthworks and
drainage works are in the completion stages, paving has been partially completed and the
construction of 3 bridges has been concluded, while the fourth bridge, the longest running
across the Gurara river, is under construction.
Similarly, the Development of District 1 Abuja North Phase IV West project is being
developed. This projects overall value is approximately 250 million, and the awarding
process was carried out in two steps (phase 1 on 30 December 2010 and phase 2 on 5 March
2012). To date, the construction of one of the main viaducts of the project is almost finished.
The Adiyan Waterworks Phase II project, worth 250 million, was awarded on 12
September 2012. It involves the design and construction of a water treatment plant with a
capacity of 320,000 m/day, destined to meet part of the water requirements of the population
of Lagos. Mobilisation of the work site has been completed, the design of the plant is
currently under way, and the construction of the civil works is in the start-up phase.
Namibia
On 26 March 2013 Salini S.p.A. was awarded a contract for the construction of the Neckartal
dam, worth about 200 million.
The instruction to begin work was received on 11 September 2013 and the mobilisation of the
work site is underway.
Sierra Leone
Activities relating to the management and routine maintenance of the Bumbuna hydroelectric
power plant and the related transmission line to the city of Freetown are progressing steadily.
Power generation takes place in coordination with the National Power Authority, which is
responsible for the countrys electricity distribution.
The contract value, originally 10.2 million, was increased to 26.1 million as a result of two
addenda signed on 18 November 2011 and 18 December 2013 respectively.
The same applies to the Rehabilitation of 21.2 km of urban town roads project for the
rehabilitation of several sections of main roads located in the four main cities of Sierra Leone.
When five new contract addenda were signed, in June and October 2011, March 2012 and
October 2013, the projects value increased from the original 10.3 million to 30.2 million.
On 13 June 2013, an addendum to the original contract for original rehabilitation of some
roads in the Lunsar area was also signed, for an additional value of 4.5 million.
Lastly, on 24 May 2013, a new contract was signed with the Sierra Leone Road Authority for
the rehabilitation of 70 km of road within the Sefadu roads rehabilitation project section 1 -
Matotoka-Yiye, worth approximately US$30.7 million funded by the Asian Development
Bank.
Uganda
In June 2012 the fifth and final turbine of the Bujagali Hydroelectric Power Project,
concerning the construction of a dam with hydroelectric power plant (265 MW) on the White
Nile, was inaugurated.
The civil works were completed along with the environmental restoration works, while the
final certificate was released by the client BEL on 6 August 2013.
Though still in the critical demobilization phase, the work site continued to pursue highest
standards in terms of relationships and interactions with stakeholders, gaining for the second
year in a row the prestigious Uganda Responsible Investor (URI) Award, in recognition for
having distinguished ourselves in the Engineering & Construction sector as a highly
responsible investor on issues such as workers rights, product quality, the prevention of
discrimination and corruption, and environmental protection.
Algeria
The maintenance period for the Autoroute Est-Ouest, troncon Bouira-El Adjiba project (27
km motorway section), carried out by the Groupement Todini Enaler, came to an end in
2011.
Therefore, the client was submitted a proposal for an avenant de cloture including, in
addition to the quantities actually executed, the technical, compensation and bonus provisions
that had been deferred from the previous avenants to the closing one.
In November 2013, during a meeting with the ANA and Works Management, an agreement
was formalised by which the Groupement was granted an amount of 851.3 million dinars and
6.2 million.
The final version of the document was delivered to the customer in the month of January 2014
with the aim of reaching a settlement in the first half of the current year.
With regard to the Algiers Inter-City Collector contract, the issues of a geotechnical nature
relating to Shaft 5, due to the particular composition of the ground in the area surveyed, were
solved.
After several technical evaluations, shared with the client, the final position of the shaft was
chosen, starting the initial excavation and tunnel consolidation works.
Since the amount of the works described concerns additional activities, estimated at
approximately 11.7 million, a specific avenant was submitted to the customer whose
approval is being finalised.
Tunisia
In the early months of 2012, the La Marsa road project was completed in the first few
months of the year by widening both directions of a 6-km section of the existing road to four
lanes.
We are waiting for the client to sign off the final approval.
In 2010, we were awarded the contract to build the Sfax-Gabes motorway as part of the
Maghreb highway.
This work, co-funded by the European Investment Bank (EIB), involves building two
motorway lots of 25 km each in southern Tunisia and has a value of approximately 81
million.
Work, which began in March 2010, has been significantly delayed due to the social unrest that
led President Ben Ali to flee the country and also due to the revolutionary uprisings that
occurred in bordering Libya.
As a result and in agreement with the other companies awarded Sfax-Gabes lots, a claim was
submitted to the client for the increased costs incurred.
The EIB, and later the client, accepted the principle of payment to the companies which
submitted reserves due to the disturbances of the Arab Spring for 2011 and 2012. Specifically,
the criterion for calculating the compensation was determined, which could favour the
Group to the tune of approximately TND 22.5 million (equivalent to 11 million). The file is
now being examined by the Comit Consultatif de Reglement a lAmiable des Litiges and is
currently awaiting the signature of the Chef du Gouvernement.
Considering the political instability of the country, created also as a result of the recent
resignation of the Government, it is expected that the claims cannot be resolved before the
end of the first half of the year.
Pending the formalisation of the Avenant, an 18-month extension of the contract times was
requested.
The service order to begin work on the Oued Zarga - Bou Salem stretch of motorway was
received in May 2012. The project, which is worth around 39 million in total, is located in
the north-west of the country. It is co-financed by FADES and involves the construction of
18.5 km of new motorway and the resurfacing of 6.2 km of state road.
The two contracts are part of the major Maghreb highway project, which will boost trade and
economic growth in the area by connecting Mauritania and Egypt via Morocco, Algeria,
Tunisia and Libya.
Lastly, it should be noted that in March 2013 the reserve presented for the MSaken - Sfax
project for the change in prices of raw materials was approved and paid. The amount paid
equalled approximately TND 4.1 million (equal to 2 million).
Zimbabwe
The addendum to complete the Tokwe Mukorsi dam was signed on 8 April 2011 with the
Zimbabwean government, represented by the Ministry of Water Resources Development and
Management. The addendum, worth around 66 million, also involved the payment in full of
delayed receivables due from the client for previous addenda, equal to approximately 11
million, which was paid in full.
In 2012 and 2013, four new contractual amendments were granted, contributing to the
restatement of the contract value as a result of the recognition of new designs, increased
amounts of excavations and extensions of contractual terms.
The work, which would create the highest dam in the country and the largest artificial lake in
Zimbabwe, involves the construction of a raised rockfill with a maximum height of 90 metres,
a capacity of 1.8 billion cubic metres and the potential to irrigate approximately 25,000
hectares of agricultural land.
The work site has completed the roads, building about 43 km of roads and carrying out the
excavations for the main dam and five saddle dams, the intake tower and the diversion tunnel.
The embankment and two spillways are currently under construction.
Libya
In August, a consortium of Italian companies, among which the Group is the lead partner with
58%, including the Societ Italiana per Condotte dAcqua, Pizzarotti & C. and Muratori &
Cementisti - C.M.C. Cooperative, signed a contract for the construction of the first lot of the
new Libyan coastal highway, called Ras Ejdyer - Emssad Expressway project, for a total
value of approximately 945 million.
The new highway will cross 1,700 km of Libyan territory, from the border with Tunisia to the
one with Egypt. Its construction is an integral part of the agreements signed between the
Italian Government and the Government of Libya, with the signing of the Treaty of
Friendship and Cooperation on 30 August 2008.
The lot to be built by the Group will be 400 km long and stretch from the city of Al Marj
Emsaad to the border with Egypt.
The motorway will have three lanes in each direction plus an emergency lane, and the most
significant works will include the construction of 14 bridges and 52 viaducts, 8 service areas
and 6 parking areas.
The contract will be financed by the Italian government.
In 2010, a contract awarding the rehabilitation of the Kufra airport runways was signed, worth
around 53 million.
After a long period of political instability that has prevented the start of works, the countrys
commissioning authorities have resumed the original commercial and contractual
relationships in order to reopen the work sites.
Therefore, the relevant guarantees were submitted and, in July 2013, the contract advance was
finally received.
The work site mobilisation activities have started.
On 27 June 2013, a new contract was signed for the Kufra Urbanisation project.
The design activities will soon start, while works are planned to start in 2014.
The agreement for the construction of the new runway at Tripoli airport is yet to be
formalised. The signed documents are expected to be received by the end of the next
semester.
South Africa
In March 2009, procedures for the participation of Impregilo, together the CMC of Ravenna
and a local company, were formalised for the construction of a hydroelectric plant in South
Africa. The total value of the project, of which Impregilo holds a share of 39.2%, amounts
currently to about 948 million. The project, called Ingula Pumped Storage Scheme,
involves the construction of a generating and pumping plant with a total installed capacity of
1100 MW, which will generate electricity during peak hours and reuse the water pumping it
into the upstream basin during hours of less demand.
ASIA
Saudi Arabia
On July 29th, the subsidiary Impregilo, as the lead partner of an international consortium
including the Italian company Ansaldo STS, the Canadian company Bombardier, Indias
Larsen & Toubro and Saudi Nesma, won a 18.85% of the maxi-contract sponsored by the
Riyadh Development Authority for the design and construction of the new Line 3 (40.7 km)
of the Metro Riyadh, the longest line of the major project for the new metro network in the
capital of Saudi Arabia.
The lot assigned to the Consortium is an important part of the broader project of the
contemporary construction of the new Riyadh metro network (consisting of 6 lines with an
overall length of about 180 km), worth a total of about US$23.5 billion. In addition to the one
awarded to the Consortium to be led by Salini Impregilo, the successful contractors for the
other two mega-lots include two other global groups, including some of the largest companies
in the world: one led by the US company Bechtel and composed of Almabani, CCC and
Siemens and the other led by the Spanish company FCC, including Samsung, the Saudi
company Freyssinet, Strukton and Alstom.
The total value of the works to be carried out by the Consortium for the design and
construction of the entire Line 3 amounts to about US$6.0 billion, of which about US$4.9
billion in civil works.
The total value of the Red Line North contract amounts to about 8.4 billion Qatari Rial,
equivalent to approximately 1.7 billion, of which about 630 million for the design and civil
works and about 1.1 billion in provisional sums for preparatory works, electromechanical
systems and architectural structures of the stations.
Malaysia
In Malaysia, the Ulu Jelai hydroelectric project is currently under way, which includes a first
lot relating to the access roads (CW1) and a second lot (CW2+EM1) that involves building an
RCC (roller-compacted concrete) dam 90 metres high, an underground plant with 372 MW
installed capacity, complete with hydro-electromechanical equipment with intake works, and
approximately 25 km of tunnels.
In December 2013, came the award of a third lot of the project (CW3) consisting in the
rockfill protection of the basin banks, worth about 70 million bringing the value of the
contract to approximately 598 million.
The construction works, carried out by the subsidiary Salini Malaysia within a consortium
with local partner TMSB (Salini 90%, TMSB 10%) will continue until 2016. The first lot of
the project, which consists of the access road, has been completed and delivered. As far as the
main lot consisting of the dam and the hydroelectric plant is concerned, the dam excavations
and the works to divert the river were completed on 30 September 2013, while the
underground excavations for the underground plant and the tunnels that make up the plant
pumping and return system are at an advanced stage.
There are also ongoing business development activities in other countries in the region, which
have so far mainly regarded the pre-qualification for the metros in Hanoi and Ho Chi Minh
City in Vietnam, the prequalification for the Tembourong bridge in Brunei, and the
prequalification for the Cisokan pumped storage plant in Indonesia.
Kazakhstan
Work continues on the project awarded in December 2009 for the rebuilding of the Western
Europe - Western China, lots 1-5 and 9-14 International Transit Corridor, one of the most
important sections of road in Kazakhstans road infrastructure.
The contract is divided into 11 lots and has a total value of approximately 680 million. It
involves building and rehabilitating the existing road corridor over a total distance of 630 km.
Work is in an advanced phase and during the year Taking Over Certificates were issued for
lots 9, 11, 12, 13 and 14.
In July 2013, the subsidiary Impregilo S.p.A. and Todini Costruzioni Generali S.p.A., in a
joint venture with the local company Kazakhdorstroy, were awarded the construction of four
lots of motorway linking the city of Almaty to Khorgos.
The project, promoted by the Ministry of Transport and Communications of the Republic of
Kazakhstan, is worth approximately 272 million.
The work, funded by the World Bank, consist in the modernization and doubling of the
existing motorway for a total of about 193 km and in the construction of 5 viaducts.
The four lots are part of a larger project called Western Europe - Western China International
Transit Corridor, which is the road corridor between Western Europe and Western China, the
so-called new Silk Road, to improve the network infrastructure of the area, developing trade
to and from Europe.
Activities for the installation of the work site and the mobilization of equipment are in
progress, as well as the preparation of areas for workshops and warehouses.
The ability of the Group to play a strategic role in the implementation of infrastructure
projects in the country is testified by the award to the subsidiary Todini Central Asia - always
in July 2013 - of the project for the reconstruction of a 41-km lot of the Almaty - Ust -
Kamenogorsk road, worth about 92 million.
During the year earthworks and the milling of the existing road surface were started, as well
as the construction of sub-bases for about 10 km.
Lastly, on 28 November 2013, the joint venture formed by the subsidiaries Todini Costruzioni
Generali and Impregilo S.p.A. and by the Azerbaijani company Akkord, was awarded the
contract called Rehabilitation of Almaty - Korday - Blagoveshenka - Merke - Tashkent -
Temez Road Section km 705 to km 742 (37.5 km) Corridor 3 (Shymkent-Tashkent Section).
The works, worth a total of about 63 million, will start during the first quarter of 2014.
Azerbaijan
Work on the construction of the motorway section called Alat - Masalli Highway were
interrupted during the second half of the year due to the failure of the client to recognise the
additional expenses incurred in the course of work.
Specifically, the subsidiary Todini Costruzioni believed that a number of changes in the
design of the contract had led to unexpected costs for the extraction of particular quarry
materials, for the use of larger quantities of steel in the construction of the bridges, and for the
need to import bitumen from neighbouring countries to Azerbaijan as a result of short supply
in the local market.
Taking into account the clients stance, it was considered appropriate - for commercial
reasons - to sign a settlement agreement for the mutual termination of the contract.
This resolution and the consequent economic and financial provisions, under certain to do
and arbitration clauses contained in the text, took effect only near the end of the current year.
Georgia
Work on the Sveneti - Ruisisono contract was completed and the taking over certificate was
received on 30 June 2013.
The project, which involved the construction of a 4-lane highway, including the construction
of an 800-metre-long twin-tube tunnel, is currently in the warranty period.
In the meantime, three major road projects that are part of the main corridor of the country
connecting Europe with Asia, are in progress. These are managed through a subsidiary in
which the Japanese company Takenaka has a minority interest. A brief description of the
contracts follows.
The activities relating to the construction of the new Kutaisi Bypass, along the East-
West Highway in the Zestafoni-Kutaisi-Samtredia stretch, started in early 2012. It is
expected that approximately 17 kilometres of the main road will be opened to traffic
by the end of the first half of 2014. The project is worth a total of approximately 47
million.
A new contract was secured in March 2012, worth around 44 million for the
construction of a 27-km two-lane fast-flowing arterial road on the Kutaisi-Samtredia
section. On 18 July 2012, we received instruction to begin work, and this started with
the initial mobilisation of people and equipment. About 14 kilometres of the main road
are expected to be opened to traffic by the end of May 2014.
On 11 March 2013 a contract worth about 46 million was signed for the construction
of a 27-km, two-lane expressway in the Zestafoni Kutaisi section. Work site
development is currently underway, while some minor works preliminary to the main
works were carried out.
India
The company Salini India Private Ltd. has been operational since the end of 2011, with its
registered office in New Delhi. Salini S.p.A. has a 95% stake in the company, and the
subsidiary Co.Ge.Ma. S.p.A. a 5% stake. Various pre-qualifications and bids for hydroelectric
plants in the country have been submitted, the most recent of which is currently being
prepared for the Pakal Dul (1,000 MW) hydroelectric plant in Kashmir.
SOUTH AMERICA
Venezuela
The projects currently underway in the country are managed through the subsidiary Impregilo.
The project consists in the construction of civil works for a railway line of about 110 km,
connecting Puerto Cabello to La Encrucijada.
In November 2011, Impregilo signed a contract addendum with the Institute of Railways for
the completion of the Puerto Cabello - La Encrucijada line. The contract addendum includes a
further extension of the line from the town of Moron to the port of Puerto Cabello. The total
value of the new works provided for in the addendum amounts to about 763 million (with a
share of 33.33% for Impregilo).
Work is also continuing for the construction of two additional railway lines in the San Juan
de losMorros - San Fernando de Apure (252 Km) and Chaguaramas - Las Mercedes-
Cabruta (201 Km) sections, of which Impregilo has a 33.33% share.
Colombia
In December 2009, the subsidiary Impregilo won the tender to build a hydroelectric plant on
the river Sogamoso in north-western Colombia, about 40 kilometres from the city of
Bucaramanga.
The project involves the construction of a dam 190 metres tall and 300 metres long, as well as
an underground power station that will host three turbines totalling 820 MW of installed
capacity. The value of the project currently stands at about 590 million and the client is
ISAGEN SA, a joint public/private licensee active in Colombia in the production of
electricity.
Impregilo has also already completed the preliminary works of the dam, which provide for the
construction of two diversion tunnels about 870 metres long and 11 metres in diameter and of
a system of roads and access tunnels to the station.
As for the main project and the construction of the dam, already since the second half of 2011,
there have been critical issues that have had a negative impact on both the level of production
and profit margins. Specifically, these events included exceptionally bad weather that affected
a significant part of Colombia, delaying significantly the works to divert the river, the
concomitant presence of geological conditions substantially different from those contained in
contracts, in addition to changes in the scope of work required by the client. In the first part of
2012, some of the most major claims made by the contractor were recognised and in 2013 a
new variant of the contract related to the construction of new works connected to the dam
basin was signed. Additional reservations made to the client are still under discussion.
At the end of July 2010, the Group, through its subsidiary Impregilo, won the tender for the
management of the third lot of the Ruta del Sol motorway project in Colombia. This
concession, awarded to a consortium led by Impregilo and formed by the Colombian
companies Infracon, Grodco, and Tecnica Vial and by the private investment fund RDS
(owned by Bancolombia and the Proteccion Pension Fund), provides for the upgrading,
widening to four lanes and management of the two motorway sections between the cities of
San Roque and Ye de Cienaga and the city of Carmen de Bolivar and Valledupar. The project
is worth a total of about US$1.3 billion. The concession contract provides for total revenues
of approximately US$3.7 billion (of which 40% to Impregilo), including revenues from tolls
and a public contribution of US$1.7 billion which will be paid starting from the construction
phase. The concession will run for 25 years, including 6 years for the design and
infrastructure upgrading phase and 19 years for management.
Chile
At the end of June 2010, the subsidiary Impregilo won the tender called by the client Colbun
SA, a Chilean company active in the production of electricity, for the construction of a
hydroelectric project in Chile, currently totalling approximately 250 million.
The plant will be located in Angostura, about 600 kilometres south of the capital Santiago.
Specifically, the project involves the construction of a main dam, 152 meters long and 63
metres high, a secondary dam 1.6 km long and 25 metres high, and the underground plant
hosting three generators with an installed capacity of 316 MW. The electricity produced will
amount to approximately 1540 GWh per year.
From the second half of 2011, the project started to show some critical issues, owing to
growing problems related to the socio-environmental conditions, substantially different from
those forecast during the tender phase and to operating conditions of the work site also
resulting in changes in the work requested by the client. The litigation initiated against the
client, part of which is ongoing, has allowed a partial containment of the effects that these
critical issues have had on to the profit margins of the project, which at the date of this
financial report on 31 December 2013 are still negative and fully reflected in the amounts
recognized in the financial statements at that date.
On 11 February 2013, the Empresa de Transporte de Pasajeros Metro Santiago S.A. awarded
the JV comprising Salini S.p.A. and Impregilo S.p.A. the contract for lots 1 and 2 of line 6 of
the Santiago metro line in Chile.
The work involves the construction of six stations and the excavation and surfacing of 8,515
metres of tunnels.
Argentina
On 15 July 2013, the subsidiary Impregilo, in association with the US subsidiary S.A. Healy,
was awarded the contract for a lot within the framework of the environmental remediation
programme in the metropolitan region of the Province of Buenos Aires for the construction of
the new wastewater collector in the capital city. The value of the project, promoted by AySA
(Agua y Sanamientos Argentinos SA), one of the major players in the water sector in
Argentina, amounts to about 360 million.
The project involves the collection of wastewater at the Riachuelo treatment plant through a
well about 40 metres deep. The wastewater will then be conveyed through a tunnel 11 km
long and 3.8 metres in diameter, to a diffuser that will be built on the bed of the Rio de la
Plata.
The project has a strong social and environmental impact and is a first part of a broader
programme, funded by the World Bank, for the sustainable development of the Matanza-
Riachuelo Basin, aimed at the environmental recovery of the Riachuelo River, considered to
be one of the most polluted in the world, and the lands crossed by it.
CENTRAL AMERICA
Panama
In July 2009, the subsidiary Impregilo, through the consortium Grupo Unidos por el Canal - a
consortium including Sacyr Vallehermoso (Spain), Jan de Nul (Belgium) and the Panamanian
company Constructora Urbana (Cusa) - received the official notice of the award of the tender
for the construction of a new system of locks as part of the project to widen the Panama
Canal. The bid amounted to US$3.22 billion.
The project, which is one of the largest and most important civil engineering projects ever
undertaken, provides specifically for the construction of two new sets of locks, one on the
Atlantic and one on the Pacific side, which will make it possible to increase commercial
traffic through the Canal and address developments in the maritime transport market
characterised by the tendency to build larger vessels with a greater tonnage, called Post
Panamax, compared to those that can currently use the existing locks.
With regard to the main types of critical issues identified in this project, please refer to the
paragraph on Risk areas of the industry in this section.
NORTH AMERICA
United States
In 2008, the subsidiary Impregilo won the tender called by the Southern Nevada Water
Authority (SNWA) for the construction of a system of collection and transport of the waters
of Lake Mead, one of the largest artificial lakes in the United States, in order to increase the
supply of water for drinking and domestic uses to the urban area of Las Vegas. The contract is
worth US$447 million.
At the end of the first half of 2011, the Board of Directors of the San Francisco Municipal
Transportation Agency awarded the Group, through its subsidiary Impregilo (in a consortium
with the American company Barnard), the contract for the construction of the extension of the
Central Subway line of the city of San Francisco. The contract is worth a total of US$233
million; Impregilo, through its subsidiary SA Healy, is participating with an overall share of
45%. The project involves the extension of the existing subway line that runs above ground in
the city centre, with the construction of two new single-track tunnels with a total length of 5
km that will be built with two TBMs having a diameter of 6.40 metres. The works are
expected to last 35 months.
On 8 May 2013, Impregilo, in association with the Parsons Corporation, a leading
construction company in the United States, won the tender for the design and construction of
a section of the wastewater collection and treatment system in the city of Washington DC.
This highly technological project is worth approximately US$254 million (the overall share of
the Group is 65%). Impregilo will be lead partner of the project, which is expected to be
completed in about four and a half years after the start of works.
The Anacostia River Tunnel project is part of the Clean Rivers project of DC Water and
involves the construction of a hydraulic tunnel that runs largely under the Anacostia, a
tributary of the Potomac River. The tunnel will be about 3.8 km long and 7 metres in
diameter. The project also provides for the construction of six 30-metre-deep wells for
collecting water. The tunnel will channel separately wastewater and stormwater to prevent the
pollution of rivers during floods (combined sewer overflows or CSO) that occur during
periods of heavy rainfall.
AUSTRALIA
In December, a contract was awarded for the design and construction of the Skytrain bridge
and other civil works, which constitute one of the main sections of the new North West Rail
Link line in the city of Sydney.
The project worth about 220 million provides, inter alia, for the construction of a bridge of
4.6 kilometres in length over one of the citys streets with the most intense traffic.
EUROPE
Denmark
On 7 January 2011, subsidiary Copenhagen Metro Team I/S, a company established under
Danish law whose shareholders are Salini S.p.A., Tecnimont Civil Construction and S.e.l.i.,
signed a contract to build the new line of the Copenhagen metro, which will be one of the
most modern transport infrastructures in the world.
The Copenhagen Cityringen Project consists in designing and building the new circular
metro line located in the city centre, including 17 stations and two tunnels of approximately
17 km with an expected traffic of 240,000 passengers a day.
The original contract value of 1,497 million was increased to 1,657 million following five
addenda, on top of the three already exercised by the client in 2011.
As well as design work on the underground sections and stations, construction work is under
way on all 21 of the sites (17 stations and 4 shafts).
Lastly, on 9 October 2013, the subsidiary Impregilo took over 39.995% of the interest held by
Tecnimont Civil Construction in the Copenhagen Metro Team I/S, allowing the Group to hold
a share near 100% in the association of undertakings engaged in the work.
Greece
The project involves the construction of the driverless metro in the city of Thessaloniki. The
contract was signed in 2006 and the subsidiary Impregilo is involved with the Greek
construction company Aegek S.A. and Seli S.p.A. for the part relating to the civil works. The
project involves the construction of a underground driverless metro including two tunnels, 9.5
km in length each and 13 new underground stations.
In addition, at the end of 2012, Impregilo, as part of a joint venture with the Greek company
Terna S.A., won a contract for the construction of the new Stavros Niarchos Foundation
Cultural Center in Athens, Greece. The contract value is worth approximately 325 million,
while Impregilos share amount to 51%, fully guaranteed and paid by the Foundation. The
project by the architectural firm Renzo Piano Building Workshop involves the construction of
an ecologically sustainable multipurpose centre about 4.5 km away from the centre of Athens,
occupying a total area of 232,000 m2, largely covered by a public park. It will be completed
within 38 months from the start of works. The initiative also provides for the construction of
the new Greek National Opera, which includes a main theatre with 1400 seats and an
experimental theatre with 400 seats, and of the National Library, which will be open to the
public and host up to 750,000 books. Once the works are completed, the contract includes the
management and maintenance of the Cultural Center for a period of five years, worth an
additional 10 million.
Ukraine
On 21 December 2012 the State Road Agency received the letter of acceptance from the
subsidiary Todini Costruzioni S.p.A. for the Capital repair of M03 Kiev-Kharkiv-
Dovzhanskyy road project.
The contract, valued at approximately 229 million, is financed by the World Bank and
involves the rehabilitation and extension of six road lots for a length of 112 km as part of a
huge infrastructure programme aimed at improving the efficiency of Ukrainian transport.
Turkey
On 17 November 2011, the subsidiary SKG, owned by Salini S.p.A., the local company Kolin
and by Generali Costruzioni Ferroviarie, received an order to begin works for the
Rehabilitation and reconstruction of the Kosekoy-Gezbe section of the Ankara-Istanbul high-
speed train project.
This initiative, a symbol of the modernisation of Turkeys transportation system, includes
dismantling the existing railway as well as building a new double-track railway 55.6 km in
length, which will link the countrys two capitals. The new railway will have an operating
speed of 160 km/h.
The project also involves building the railway superstructure and carrying out signalling,
electrification and telecommunications works.
In August 2012, the client issued a new order of service for the extension of the railway in
view of the inclusion of a future third line.
The financing authority has formally approved execution and the formalisation of the
addendum is pending.
The contracts value is approximately 147 million.
The removal of the existing railway line was completed, like the civil works, while the
railway works are in an advanced stage and the electromechanical works have been started.
On 26 March 2013, the Ministry of Health of the Republic of Turkey awarded Salini S.p.A.,
in JV with the South Korean company Samsung, the Dutch company Simed and the local
company Kayi Insaat, the licence for the construction and management of a large hospital
complex in the city of Gaziantep with a total of 1,875 beds to be developed on a site of just
over 500,000 square metres.
The initiative will be realised through the PPP model (public private partnership) through a
special purpose vehicle (SPV) in which Salini holds a 28% stake. The SPV, in turn, will
outsource the design, construction and provision activities, worth a total of approximately
510 million, to a JV composed of Salini (33%), Samsung and Kayi.
The concessionaire was duly registered at the Chamber of Commerce of Istanbul on 20 June
2013 under the name of Gaziantep Hastane Sagalik Izmetleri Isleteme Anonim Sirket.
The design of the health care facility, which will be completed in about eight months, has
been started, while negotiations among potential lenders, the project company (concessionaire
or SPV) and the Minister of Health are in progress for the definition of financial conditions.
Belarus
On 19 July 2011, a contract was signed to carry out resurfacing work on the 53-km M5
Minsk-Gomel road section, worth a total of about 93 million.
Work physically began in November 2011 after the client handed over the four lots assigned
and was completed on 15 November 2013.
The contract is currently in the maintenance phase, which will end on 15 November 2015.
Romania
In April 2011, the subsidiary Impregilo won the tender for the design and construction of lot 3
of the Orastie - Sibiu motorway called by the National Company of Motorways and Roads in
Romania (CNADNR). The contract is worth 144 million, funded 85% by the European
Union and 15% by the Romanian government. The contract involves the construction of 22.1
km of motorway with two 2-lane carriageways, plus an emergency lane, for a total width of
26 metres. The Orastie - Sibiu project is part of a larger project called Motorway Corridor
No. 4 that will connect the city of Nadlac, situated on the border with Hungary, to the city of
Constanta, located on the western shore of the Black Sea.
On 11 October 2013, the joint venture between Salini S.p.A. and the company SE.CO.L
signed the contract for the construction of lot 2 of the Lugoj-Deva road with the National
Company of Motorways and Highways of Romania (CNADNR).
The project worth approximately 127 million will last a 30 months, of which the first six for
the design activities.
Poland
On 3 April 2013, the subsidiary Salini Polska, together with Impregilo S.p.A. and the local
company Kobylarnia, on 3 April 2013, was commissioned to complete the construction of the
stretch - long about 35 km - of the A1 Torun - Strykow motorway connecting the cities of
Czerniewice and Brzezie.
The project is worth a total of approximately 207 million.
Lots 1 and 2 were opened to traffic, while 10 km of the main route of lot 3 were made
available.
The additional works are expected to be completed at the beginning of the second half of
2014.
The initiative, promoted by the General Management of the Polish Roads and Motorways
Authority and co-financed by the European Community, sees the full application of the
strategic commercial agreement signed with the Impregilo Group in September 2012.
Italy
Within the portfolio of work in hand, the value of the domestic business, equivalent to 6,836
million, accounts for 31% of the total backlog.
Domestic market operations, totalling 565.1 million, represented 16% of the value of
production at 31 December 2013.
Excavations of the tunnels for the line from Piazza Conca dOro to Jonio station have been
completed, while finishing work and the installation of technological plant are in progress.
The works relating to the supply shafts have essentially been completed, as has the
construction of car parks at the Annibaliano and Conca dOro stops.
Negotiations with the client resulted in an extension of the contractual terms, extended to
August 2014, pursuant to Order of Service No. 21 sent by the Contracting Authority.
The Group also won the tender to extend line B of the Rome metro, from Rebibbia to Casal
Monastero. The project, assigned by Roma Metropolitane to a consortium including Vianini
and Ansaldo, will be conducted using the property development technique, and its value is
calculated at approximately 948 million.
The major works will be the dead-end track at Rebibbia, the station at San Basilio and the
station at Torraccia/Casal Monastero with around 3.8 km of tunnels, a junction and car parks
with 2,500 spaces.
The Services Conference to approve the definitive project and the changes made at the tender
stage was concluded on 21 December 2012 with a positive outcome.
The commissioner order through which the Mayor approved the preliminary project was
issued on 31 December 2012. It defined the destination of the areas and approved the
expropriation plan related to the works project.
In January 2013, the awarding authority Roma Metropolitane ordered the simultaneous start
of the final and executive design stages.
On 8 August 2013 the awarding authority Roma Metropolitane was submitted the final
design, revised according to the instructions received from Roma Capitale, and its approval is
expected in the first half of 2014.
With regard to real estate development, the City Council has not yet made the necessary urban
planning variants so it is not possible to provide a construction start date.
In June 2011, following investigations started in 2005, the Public Prosecutor charged some
employees/senior executives of Todini Costruzioni Generali S.p.A. (no longer part of the
company), Autostrade per lItalia S.p.A. and other contractors with environmental crimes
allegedly committed in the course of construction works for the Valico Bypass.
Among the representatives of Todini Costruzioni Generali S.p.A., Mr. P. Salini, in his
capacity as Managing Director in office at the date of the order, is among those under
investigation.
By judgement of 5 November 2012, the Judge for the Preliminary Hearing:
- issued a decision of no case to answer with respect to CEO Pietro Salini for not having
committed the offence;
-dropped the charges for the offences concerning water control and the management of
wastewater for all the defendants;
- ordered that the defendants stand trial for the offences concerning the management of
excavated earth and rocks and the damage of environmental assets.
On 26 March 2013, before the Court of Florence, the Italian Ministry of Environment joined
the proceeding as plaintiff seeking damages from the parties liable under civil law, that is
Todini C.G., Autostrade per lItalia S.p.A., and the other contractors involved (in addition to
the said defendants) by claiming damages for equivalent assets of no less than 810 million
or such amount as the Court considers just and appropriate.
In support of the said claim, the Ministry of Environment enclosed a report signed by ISPRA
(an Institute set up within the Ministry), then struck out at hearing on 9 December 2013 from
the trial files, as the judge considered it a document that could not be produced because it was
drawn up without hearing the defendants and did not bear the name of the author.
Considering that the plaintiff seeking damages did not call witnesses or consultants, the claim
for damages is not currently supported by any evidence on the actual size thereof.
The preliminary phase started in January 2014. To date, no evidence has been examined
concerning the alleged offences of Todini Costruttori, nor have any activities been conducted
to determine the existence of the unlawful conduct and damage.
The Group denies any responsibility in the alleged charges, reaffirming the absolute
legitimacy of its work and the groundless nature of the allegations. It also challenges the
absolute abnormity of the claim for damages lodged by the Ministry of Environment, which,
in addition to being formulated without any prior request for the adoption of the necessary
measures for environmental restoration, also appears to not comply with Italian regulations
and European Directive 2004/35/EC. In this regard, the European Commission has started an
infringement procedure against Italy already in 2007 (No. 2007/4679), confirmed on 27
January 2012 with a supplementary reasoned opinion, which has recently led to the inclusion
in Law 97 of 6 August 2013 of a series of amendments to the Consolidated Environment Act
as per Legislative Decree 152 of 3 April 2006, including the elimination from Article 311 of
Legislative Decree 152/2006 of the reference to claims for damages for equivalent assets,
being environmental damage indemnifiable firstly through specific remedial measures.
In light of the above and of the opinions of its legal advisors, the Group considers the said
claim for damages to be groundless and, consequently, that the risk of the granting of
damages is remote. The management did not therefore deem it necessary to make any
provision in the financial statements.
Construction of road infrastructure to replace the Capo Boi-Terra Mala S.S.125 trunk road
The construction of the road infrastructure replacing S.S. 125, from the junction of Capo Boi
to the junction of Terra Mala in Sardinia, was completed in January 2013 and the work was
handed over to the client on 20 March 2013 to be opened to traffic.
Final accounting is in progress in view of the provisional acceptance of the works.
Third lane of the A4 Venice - Trieste motorway (Quarto dAltino - San Don di Piave)
In November 2009, the joint venture led by Impregilo as lead contractor won the tender for
the planning and execution of the works to widen the A4 Venice - Trieste motorway to three
lanes between the municipalities of Quarto dAltino and San Don di Piave (VE). The
contract is worth 224 million.
The works involve widening the motorway over a length of 18.5 km by building a third lane
and include, in particular, the construction of two new viaducts with an overall length of about
1.4 km over the Piave River, the construction of four bridges, nine overpasses, four motorway
underpasses and the rebuilding of the San Dona di Piave motorway exit.
Jonica Highway
At the end of 2011, Impregilo in association with Astaldi was awarded the tender called
by ANAS (the Italian national roads authority) for the construction of the third maxi-lot of
Jonica Highway No. 106 (SS-106) as general contractor. This contract is worth approximately
791 million, of which 40% for Impregilo. The new infrastructure will stretch over 38.0 km
from the junction with highway No. 534 (SS-534) to Roseto Capo Spulico (CS). The contract
includes the construction of about 13 km of tunnels, 5 km of viaducts and 20 km of
embankments as the main works. It is scheduled to take approximately seven years and eight
months, including 15 months to develop the designs (final and executive) and for the
preliminary work and the other six years and five months for actual construction.
Although the client was aware of the strategic importance of the work for the completion of
the circular system for Naples, it did not manage to meet its commitments because of
financial difficulties affecting the Campania Region budget. These resulted in a lack of funds
in the subsidiary Metrocampania Nordest S.r.l., making it extremely difficult to meet the
payments due.
With regard to this situation, the Ministry of Infrastructure and Transport, based Decree-Law
83 of 22 June 2012 (converted into Law 134 of 7 August 2012), appointed an Acting
Commissioner with the task of looking into the extent of payables and receivables in
companies operating in regional rail transport, in order to prepare a repayment plan.
At present it appears that the appointed Commissioner has completed his work in relation to
the assessment and planning stage and the company is therefore waiting for his
determinations.
Taking into consideration that, in order to ensure that the Commissioners activities be carried
out, the above-mentioned Decree-Law established that executive works could be started or
continued by companies operating in regional rail transport within 12 months from the
coming into effect of Decree-Law 83, the subsidiary Todini Costruzioni launched all
initiatives deemed necessary to exercise its rights acquired, while maintaining a collaborative
relationship with the client, which still considers the lot in question as a priority for the
effective operation of the circular metro system.
the above arbitration award, as provided for by the Rider to the Agreement of November
2011.
Lastly, the share of the CO.CIV Consortium was increased to 64% as a result of the
finalisation of the agreements signed with the partner Technimont S.p.A. in September 2013.
Terni, public works as part of activities to complete the detailed Zona Corso del Popolo
plan
Activities relating to the execution of public works in the Municipality of Terni to complete
the detailed Zona Corso del Popolo plan were completed.
In the meantime, meetings with the client have continued to lay out and implement a new
traffic plan aimed at increasing the use of the underground car park, whose management is the
subject of a thirty-year concession contract.
Similarly, the private construction works have been completed up to 98%, including the
exterior faades and ground floors used as business premises. Only some residual finishing
works are to be finished, whose construction is planned for the end of the first quarter of
2014.
Port of Ancona
On 18 December 2013, Salini Impregilo, as leader of a joint venture, was awarded the
construction and operation of the road link between the Port of Ancona, the A14 motorway
and Adriatica highway No. 16. The project is worth approximately 480 million, and the
concession period will last 30 years from completion of works. The project under concession
provides for total revenues for the infrastructure operation period equal to about 2,540
million. The project financing proposal submitted by the joint venture was declared of public
interest by the Board of Directors of ANAS already in April 2008.
Works on the new facility will start in 2015, at the end of the procedure required for the
execution and approval of the final project, and will be completed after 5 years. The new road
has a total length of about 11 kilometres from the main and link roads, representing a strategic
intervention to optimize the flow of traffic between the Port of Ancona, the city and the major
roads, including the A14 motorway, and allowing for adequate growth in the logistics system
of the City of Ancona centred on the port, intermodal freight terminal and airport.
Ukraine
The country is going through a phase of social and geopolitical turmoil caused by the decision
of the Ukrainian government to suspend the drafting of the Association Agreement with the
EU.
The unrest, initially confined to Maidan square, in the centre of Kiev, has spread out of the
square and the capital reaching several other areas, and specifically the Crimean peninsula,
making the situation lapse into an international crisis.
The subsidiary Todini Costruzioni Generali operates in Ukraine both with a stable
organization that has been awarded the project for the rehabilitation of the motorway along
the M03 axis, and through a JV with Salini S.p.A. and its local partner Akkord, which has
upgraded the M06 axis.
Considering the location of the work sites in the vicinity of the city of Poltava and Zhytomyr,
geographically distant from the areas most affected by the social crisis, there have been no
significant impacts on the safety of production activities.
However, the instability of the new political class and the uncertainty about the countrys near
future, together with substantial debt with neighbouring Russia for the supply of natural gas,
have resulted in a deep financial crisis that only intervention by the international community
can solve.
Consolidated financial statements at 31 December 2013 66
Salini S.p.A. Group
The Group management reasonably believes to be able to assess the profitability of the
contracts awarded in Ukraine with a perspective of continuity, while constantly and
continuously monitoring the internal developments in the country and without excluding that
in the future currently unforeseeable events may occur that may require a change in these
assessments.
Libya
The subsidiary Impregilo operates in Libya through its subsidiary Impregilo Lidco Libya
General Contracting Company (Impregilo Lidco), a joint enterprise incorporated by
Impregilo, with a share of 60%, and a local partner holding the remaining 40%.
In the past, Impregilo Lidco had acquired significant contracts for the construction of:
Infrastructure projects in the cities of Tripoli and Misuratah;
University centres in the cities of Misuratah, Tarhunah and Zliten;
New Conference Hall of Tripoli.
In relation to the political events in Libya since the end of February 2011 to present, the
subsidiary has always operated in accordance with the provisions of the contract and that the
investments made until the date of the collapse of the countrys political situation were fully
covered by advances provided for in the contracts.
The work covered by the contracts signed by the Libyan subsidiary, moreover, are works of
national interest for which, at present, it is not reasonable to abandon them. Clearly, there are
critical issues currently relating to the actual capacity of Lidco to carry out production in
accordance with the obligations undertaken before the breakout of the crisis. Therefore, the
possibility of a significant new development of its activities has been ruled in the short period.
During 2012, preliminary procedures were started to resume industrial activity, although the
local context remains critical and complete safety cannot be guaranteed yet. However,
commercial and contractual relationships have been resumed with the awarding authorities
aimed at restarting construction and restoring the economic terms originally laid down in the
relevant contracts. Within this general framework, more precise information has become
available once again about the balance sheet and income statement items that impact the
consolidated financial statements of the Group. In the statement of financial position,
statement of income and financial position at 31 December 2012, the assets, liabilities, profits
and losses of the Libyan subsidiary were updated in accordance with the Groups standards,
based on the data of the period and with the support of the assessments made by the
subsidiarys independent legal advisors. Compared to the consolidated situation of Impregilo
for the year 2011, which included the most recent data available at 31 March 2011, value
adjustments progressively made to the values reported in the assets net of the subsidiary as a
result of the events described above resulted in expenses of about 40.7 million. These
expenses were included in the work in progress, as these are deemed recoverable in view of
the relations that have been recently resumed with the clients. Net cash held in Libya was also
reduced to a total of 13.9 million as a result of expenses incurred locally in the period from
31 March 2011 to 31 December 2013.
In the first part of 2013, the physical inventory of plants, equipment and supplies in stock was
taken, amounting to a total of 29.9 million, although, security conditions did allow full
access to all the sites where these are located. Since any additional expenses that may be
potentially reported in this area at the completion of the inventory procedures, could be
attributable to the responsibility of the clients under conditions of force majeure according to
the contractual provisions, as also assessed by the subsidiarys legal advisors, at present it is
deemed that there are no new significant risks concerning the recovery of the net assets of the
company, also through contractual and extra-contractual actions and claims vis--vis the
client.
Lastly, the countrys situation is followed very closely and it cannot be ruled out that, after the
reporting date of this Annual Report, events may occur that are unforeseeable at present and
liable of resulting in changes to the assessments made to date.
about US$1.4 billion. This commitment will be fulfilled by the client through a moratorium
on the repayment of contractual advances already paid for about US$800 million, and the
payment of US$100 million in further advances, while the group of contracting companies
will contribute US$ 100 million directly with their own financial resources and additional
financial resources, through the conversion into cash of existing contractual guarantees,
totalling US$400 million. The repayment of the amounts granted for the financing of the
works to be carried out has been postponed until the outcome of the arbitration proceedings,
initiated simultaneously, which will set out the responsibilities of the parties in relation to the
extra costs incurred and yet to be incurred as a result of the situation described. In this
context, already in previous financial years, the Impregilo Group had applied a reasonably
prudent assessment approach to the project, articulately supported by its legal advisers on the
basis of which they had already recognised significant losses to complete the contract, only
partially limited at the time by the corresponding recognition of additional claims vis--vis the
client determined based on the expectation that recognition could be considered reasonably
certain. Considering that by the end of the previous financial year, the general critical
situation observed, far from being resolved, continued as described below, pending the
finalisation of the arrangements illustrated above, it was decided to update the overall
economic forecasts for the entire life of the contract. Consistently and in continuity with the
previous assumptions and in view of a further increase in the expected costs to complete the
contract, it was decided to update the assessment of all the additional payments whose
realisation is contractually corroborated and reasonably certain, though prudently deferred
over time consistently with the deadlines provided for in the understanding with the client.
This effort revealed additional net expenses over the entire life of the contract, which, while
negligible compared to those estimated in previous years, were fully recognised in the income
statement for year 2013.
Bridge crossing the Strait of Messina and roadway and railway connections to and from
Calabria and Sicily
In March 2006, as lead contractor of the joint venture created for this project (interest of
45%), Impregilo signed a contract with Stretto di Messina S.p.A. for its engagement as
general contractor for the final and executive designs and construction of the bridge over the
Strait of Messina and the related roadway and railway connections.
A bank syndicate also signed the financial documentation required in the General
Specifications after the joint venture won the tender, for the concession of credit lines of 250
million allocated for this project. The client was also given performance bonds of 239
million, as provided for in the contract. Reduction of the credit line to 20 million was
approved in 2010.
Stretto di Messina S.p.A. and Eurolink S.c.p.A. signed a rider in September 2009 which
covered, inter alia, suspension of the project works carried out up to then since the contract
was signed. As provided for by the rider, the final designs were delivered to the client whose
Board of Directors approved them on 29 July 2011.
Decree Law 187 was issued on 2 November 2012 providing for Urgent measures for the
renegotiation of the contracts with Stretto di Messina S.p.A. (the client) and for local public
transport. Following enactment of this decree and given the potential implications for its
position as general contractor, Eurolink notified the client of its intention to withdraw from
the contract under the contractual terms, also to protect the positions of all the Italian and
foreign partners. However, given the huge interest in building the works, the general
Consolidated financial statements at 31 December 2013 70
Salini S.p.A. Group
contractor also communicated its willingness to review its position should the client prove its
intention to actually carry out the project. To date, the ongoing negotiations have not been
successful despite the efforts made. Eurolink has commenced various legal proceedings in
Italy and the EU, arguing that the provisions of the above decree are contrary to the
Constitution and EU laws and that they damage Eurolinks legally acquired rights under the
contract. It has also requested that Stretto di Messina be ordered to pay the amounts requested
by the general contractor due to the termination of the contract for reasons not attributable to
it. As a result, Impregilos order backlog at 31 December 2012 was adjusted to reflect
discontinuation of the contract. Considering the complex nature of the various legal
proceedings and although the legal advisors assisting Impregilo and the general contractor are
reasonably confident about the outcome of the proceedings and the recoverability of the
remaining assets recognised for this contract, it cannot be excluded that events not currently
foreseeable may arise in the future which would require the current assessments to be revised.
Venezuela
The subsidiary Impregilo is present in Venezuela through its permanent organisation, which
directly or through international partners, is engaged in various railway works and in the
construction of hydroelectric plants, with a presence established over more than a decade in
the local area at both a social level and an economic and industrial level.
In recent years, relations with clients, all government-sponsored, were characterized by
slowness in payments. This aspect has worsened over the past year as a result of the change in
the countrys leadership, which took place in early 2013, and of the simultaneous
intensification of social tensions that have accompanied the political transition.
In view of the substantial deadlock with clients in this context, the Group has temporarily
suspended production activities.
As for the railway works, at the beginning of February 2014, an agreement (called Punto de
Cuenta) was drawn up and signed by the IFE President (the client) and the Ministry of the
Treasury. However, it is still waiting for formal validation by the President of the Republic.
This agreement provides for the gradual payment of approximately 82% of the total
outstanding receivables at 31 December 2013 by the end of 2014.
As for hydroelectric projects realised by the OIV Tocoma consortium, in view of the expiry of
the contractual deadline for the completion of the works - scheduled for mid-November 2013
- the works to be completed were rescheduled at the clients request, with the resumption of
works in May 2014 and a target completion date by the end of 2016. This proposal is still
being analysed by the client, especially in light of the legitimate claims for the payment of the
certified receivables and the allocation of future financial resources to ensure the normal
course of the works to be finished.
The works being carried out by the Group are facilities of great significance, in economic,
industrial and social terms, and in the past, due to the events that have characterised the
countrys recent political history, there have been temporary situations of uncertainty not
critically dissimilar from the current situation. However, these have always been resolved
positively without giving rise to any significant liabilities. With these assumptions, and on the
basis of continuous and careful monitoring of the countrys situation, carried out jointly with
its partners, including through meetings with the clients and local government authorities
aimed at safeguarding and protecting the Groups positions, it is unlikely that there are
significant critical issues regarding the possibility of realising its net assets, except for the
Consolidated financial statements at 31 December 2013 71
Salini S.p.A. Group
extension of the time of collection that has been adequately taken into account in the
assessments of the financial statements. Given the countrys delicate and complex situation at
a political level, it cannot be ruled out that, after the reporting date of this Annual Report,
events may occur that are unforeseeable at present and liable of resulting in changes to the
assessments made to date.
Concessions
Group activities in this business segment relate to the management of investments in
numerous subsidiaries and other investees, which hold concessions mainly for the
management of motorway networks, plants that generate energy from renewable sources,
electric power transmission, integrated cycle water systems and the management of non-
medical hospital service activities.
The segment is headed by Impregilo International Infrastructures N.V., the Dutch subholding
company wholly owned by Impregilo S.p.A., which coordinates the segment.
In line with the Groups new strategies charted out in the second half of 2012, followed by
preparation of the 2013-2015 business plan, approved in December 2012, the Concessions
segment took steps to leverage its main assets that are no longer considered strategic for the
groups core business. Accordingly, at the start of the first quarter of 2013, the Group
finalised the disposal of its investment in the jointly controlled Brazilian group EcoRodovias
Infraestrutura e Logistica S.A. (originally 29.74% of the holding company) held by Impregilo
International Infrastructures.
Also as part of the leveraging process above, in late November, 2013, the sale was finalised
for the investments in the Tangenziali Esterne di Milano S.p.A. Company (TEM),
equivalent to 3.74% of the share capital, for a consideration of 4.7 million and Tangenziale
Esterna S.p.A. (TE), equivalent to 17.77% of the share capital, for a consideration of 39.1
million, both to ITINERA S.p.A. (Gavius Group). This agreement also provides for the
leveraging of works in progress for about 23.2 million through the sale of equity
investments held by Impregilo in the Costruttori TEEM Consortium, for a consideration of
about 13.4 million, and in Lambro Scarl, for a consideration of about 9.8 million.
Taking into account that the operational activities in its portfolio consist primarily of minority
investments, and that the most significant and recently acquired ones (i.e., Ruta del Sol
Colombia, Milan Metro 4 Line Italy, etc.) are still under construction, the Concessions
segment did not reveal significant levels of activity in 2013, with revenues of 15.7 million.
The following tables summarise the key figures of the Concessions order backlog at year-end,
broken down by business segment.
MOTORWAYS
]h
Country % held Total
Concessionaire
Colombia Yuma Concessionaria S.A.(Ruta del Sol) 40 465 Operational 2011 2036
METRO LINES
]h
Country % held Total
Concessionaire
Installed
Concessionaire
Pop.
Concessionaire
Peru Consorcio Agua Azul S.A. 25.50 740,000 Operational 2002 2027
HOSPITALS
No. of
Concessionaire
CAR PARKS
No. of
Concessionaire
United Kingdom Impregilo Parking Glasgow Ltd. 100.00 1400 Operational 2004 2034
The concessions backlog consists of two main areas of operation referring to some
investments in concessionaires that operate and are based in Argentina, Peru and the United
Kingdom, and to so-called green field initiatives that comprise motorway infrastructure
projects in Italy and Peru, whose operational activities will be reflected only in future
financial years, as construction activities are still ongoing.
The following part of this section provides a summary of the main initiatives of the
Concessions sector that are still in the portfolio, broken down by main country of operation.
Argentina
The Group operates in the Concessions segment in Argentina through its subsidiary
Mercovia SA and certain other investments in associates and minority investments.
The subsidiary Mercovia continued its activities with substantially balanced results, while
with reference to the associate Puentes del Litoral SA, negotiations are still ongoing aimed at
renegotiating the economic terms of the concession contract.
Italy
In the domestic market, the Concessions segment is engaged in three recent major projects,
whose construction activities are not fully operational yet. These are:
(i) Milan Metro Line 4 The project involves the construction of a new metro line in the
city of Milan, in the Linate/Lorenteggio direction. The subsidiary Impregilo is
participating in the concession with a 29% share.
(ii) Broni Mortara Motorway: The project involves the design, construction and
operation for 43 years of a new 50-km stretch of motorway between Lombardy and
Piedmont. The subsidiary Impregilo is participating in the concession with a 61.08%
share.
(iii) Port of Ancona: the project refers to the construction and operation for 30 years of the
road link between the Port of Ancona, the A14 motorway and Adriatica Highway 16.
The new road stretches about 11 km, including main roads and link roads, and the
Group is participating with a 47% share.
Plants segment
The Plants segment, through the subsidiaries FISIA Italimpianti and FISIA Babcock
Environment (Germany), includes the operation of plants for the desalination of seawater,
fume treatment and waste-to-energy processes.
Until 31 December 2013, the Plants segment also included the activities of the Chinese
company Shanghai Pucheng Thermal Power Energy Co. Ltd., 50% owned by FISIA Babcock
and consolidated according to the proportional method. In line with the process of leveraging
Consolidated financial statements at 31 December 2013 74
Salini S.p.A. Group
the Groups non-core assets, launched in October 2012, during the reporting year, the Group
completed the sale of its investment held in the subsidiary Impregilo International
Infrastructures NV for a total consideration of approximately 65 million (at the exchange
rate on the date of sale). The transaction described did not reveal any significant capital gains
or losses compared to the carrying value recognised in the consolidated financial statements at
the date of sale.
In accordance with the guidelines in the 2013-2015 Business Plan, the activities concerning
the Plants segment in December 2013 were aimed, on the one hand, at recovering the assets
of the subsidiary Fisia Italimpianti that are still involved in disputes - both within the SUW
Campania projects and in the context of a number of projects related to desalination plants
in the Persian Gulf, for which major litigation has been commenced in previous years with
the clients - and, on the other, at developing the activities of the subsidiary Fisia Babcock
Environment in order to seize the best opportunities for development of the entire segment,
while maintaining its leadership in currently strategic market segments for the German
company.
The volume of production reached in the Plants segment in 2013 amounted to 112.7
million.
The table below shows the details of the order backlog at 31 December 2013 of the Plants
segment:
]h ( millions)
Fisia Italimpianti
Middle East Jebel Ali L2 2.4 1% 98.8%
Middle East Ras Abu Fontas B2 3.3 1% 98.3%
Middle East Jebel Ali M 7.8 3% 99.0%
Middle East Jebel Ali M - spare parts 8.5 3% 1.9%
Middle East Ras Abu Fontas A1 2.9 1% 99.1%
Middle East Shuaiba North 2.2 1% 99.4%
Middle East Shuaiba North - spare parts 9.2 3% 50.6%
Middle East Takreer Cbdc 11.0 4% 46.1%
Total Fisia Italimpianti 47.3 15%
Fisia Babcock
Germany Datteln REA 2.1 1% 94.0%
Germany Moorburg - ESP 1.6 1% 96.0%
Germany Mannheim Block 9 RRA 12.2 4% 85.0%
Netherlands Maasvlakte Block 3 REA 1.1 0% 97.0%
Turkey Yildizlar Orta FGD 1.1 0% 17.0%
Panama Paco - FGD 3.7 1% 74.0%
Poland Plock FGD 36.5 12% 7.0%
United Arab Emirates Takreer - SWFGD 5.1 2% 19.0%
Other abroad 1.0 0% n.a.
Fume treatment 64.4 21%
Russia Moskau WtE 92.5 30% 18.0%
]h ( millions)
In the current financial year, FISIA Babcock Environment (FBE) secured two large contracts
in Finland and Sweden worth approximately 90 million. The first relates to a new WTE plant
in Tampere to be rolled out in 2015 which will have a waste disposal capacity of 180,000
tons/year. The contract was commissioned by Tampereen Sahkolaitos Oy, which has
generated and distributed electricity since 1888 in Tampere, one of the first European cities to
set up a municipal electricity company. The second contract is for the construction of a new
boiler (62 KV) in an important university and industrial centre in Linkoping. It will be the
core of a new waste incineration line, which is set to go into operation in 2016, as part of the
existing WTE plant in Garstadverket, which has a current incineration capacity of 260,000
tons a year. The customer is Tekniska verken i Linkoping (TvAB), one of the largest
municipal energy suppliers in Sweden.
As part of the Groups strategies, aimed at achieving the increasingly efficient allocation of
resources, also through a continuous focus on possible rearrangements of its organisational
structure, the Board of Directors of Salini S.p.A. decided to assess the valuation of the 100%
equity investment held in Todini Costruzioni Generali with a view to its disposal.
The goal of creating a global player in the field of complex infrastructures that can compete
with major international competitors in terms of economies of scale, size and geographic
complementarity has made the development of the contracts currently in the portfolio of
Todini Costruzioni Generali S.p.A. irrelevant for the purpose of achieving the business plan
objectives.
The guidelines for future business initiatives, increasingly focussed on the acquisition of
major projects, provides for a rigorous selection of new business opportunities, according to
profitability and cash generation parameters identified and in areas with high growth
potential.
The markets in which the subsidiary currently operates are deemed to be of interest, and if
opportunities meeting the dimensional requirements provided for by the Groups current
commercial policy were to arise, the possible methods of participation and/or acquisition will
be assessed.
Given the uncertainties relating to the manner, terms and the timing of the aforementioned
disposal, which is currently being developed through the involvement of a major financial
institution, and the fact that no binding commitments have been made with any third parties
yet, it is not possible to make a reasonably reliable estimate about its effects on the Groups
business plan.
The Group became involved in the urban solid waste disposal projects in the Province of
Naples and other provinces in Campania at the end of the 1990s through its subsidiaries FIBE
and FIBE Campania. Given that, in 2009, FIBE Campania S.p.A. merged into FIBE S.p.A.,
further in this chapter - unless otherwise specified - reference is made only to the latter also
for situations or events originated by the company closed as a result of this merger.
The relevant issues, which from 1999 to 2000 characterized the activities of the company as
part of the service contracts, have evolved and covered several years, giving rise to a
significant set of disputes, some of whichas further illustrated below in this chapterare of
great importance and partly still ongoing at the reporting date of this Annual Report.
In order to facilitate a concise correlation of the various operational phases of the SUW
Campania projects with the major disputes still pending and with the related assessments,
these are presented chronologically broken down into the following main phases/periods:
So-called contractual phase: the phase starts in 2000-2001 with the signing of the
service contracts for the disposal of municipal solid waste in the provinces of the
Campania Region by the two project companies FIBE and FIBE Campania, and ends
on 15 December 2005 with the resolution by law of these contracts as a result of
Decree Law no. 245/2005 (converted into Law 21 of 27 January 2006);
So-called transitional phase: this phase whose start coincides with the conclusion of
the contractual phase, lasts until the entry into force of Decree Law 90 of 23 May 2008
and Decree Law 107 of 17 June 2008, both converted into Law 123 of 14 July 2008
which, among other things, sanctioned the exit of the Impregilo Group from the waste
disposal activities, transferring the ownership of the RDF plants located in their
territories to the relevant provincial authorities (see article 6- bis, para. 1) and
provided for the use of the Armed Forces for the technical and operating management
of the said plants (see art. 6-bis, para. 3) and
so-called post-transitional phase, which spans from the end of the transitional
phase to present and is hence called current phase in short.
I.1.2 CONTRACTUAL PHASE
From the early stages of the Project, following the signing of the contracts, significant critical
issues arose, the most important of which are:
Failure by the Campania Regional Authorities to provide for the scheduled volumes of
waste sorting, an essential factor underpinning the project and the service contracts
entered into between the Company and the Government Commissioner and which is one
of the causes of some of the most important disputes still pending and relating to the
management of the former RDF plants (now STIR);
inadequate landfill areas made available by the government commissioner;
delayed start of the works to build the waste-to-energy plants in Acerra and Santa Maria
La Fossa. The activities at the Acerra waste-to-energy plant, which should have
commenced as per the contract in early 2001, started only in August 2004 following the
extraordinary intervention of more than 450 policemen who cleared the work areas
occupied since January 2003 by demonstrators. The Santa Maria La Fossa waste-to-
energy plant, which was supposed to complete the project framework covering
Campanias provinces with the exception of the province of Naples, only obtained the
E.I.V. (environmental impact valuation) in 2007. Works were never started, although
activities should have started there concurrently with those in Acerra.
Alongside the rapid worsening of the companys operating and economic conditions resulting
from the critical issues illustrated above, public authorities - both local and central - involved
in the contractual relationship failed to pay the amounts due to FIBE for the treatment of their
waste.
On 12 May 2004, the Naples public prosecutor seized the plants with their concurrent release
on attachment bond as part of proceedings which included investigation of the directors of the
Group companies involved in the project (FIBE, FIBE Campania and FISIA Italimpianti) and
the top management of the commission, thereby starting a new criminal proceeding that will
be illustrated more extensively in this section and which is still partly in progress.
At the end of the contractual phase, the company was thus significantly exposed financially
for having implemented most of the investments it was contractually bound to with its own
resources, including those for which the company had taken out loans from the banking
system, and due to the non-payment by local authorities of a significant portion of the
amounts due to FIBE.
The works to build the Acerra plant had been only partially started and meanwhile a number
of civil and administrative law disputes had already been commenced.
These disputes, best described in the following paragraphs of this chapter, saw involved a
variety of parties. In most cases, one side of the proceedings was the company (depending on
the individual cases, FIBE could be called into question along with other subsidiaries of the
Group, which had participated in contractual activities in various capacities, such as FISIA
Italimpianti and Impregilo Edilizia e Servizi, later merged into Impregilo), which intervened
at all levels to support the correctness of its actions and to enforce its rights vis--vis its
debtors and the other side comprised the public authorities, which, in the course of the
emergency situation and with the worsening of the companys financial situation,
instrumentally argued that FIBE was to be held liable for the breach of its contractual
obligations.
Starting from the final stages of the contractual phase, in this already complex situation of
disputes, an increasing number of companies and individuals were involved. For various
reasons, and in some cases even indirectly, they found themselves engaged in the
management activities, as was the case of the suppliers or sub-contractors of FIBE, which as a
direct result of the failures to perform of the public authorities, were also under increasing
financial pressure.
Decree-Law 245/2005 (converted into Law 21 of 27 January 2006), inter alia, (i) terminated
the service contract between FIBE, FIBE Campania and the Special Commissioner for the
Waste Emergency in Campania by law on 15 December 2005, without prejudice to any
claims arising from terminated contracts, (ii) provided that the company continue its
activities in full compliance with the control and coordination of the Special Commissioner
vis--vis the right to be reimbursed by the Commissioner for the costs and expenses incurred
in connection therewith and (iii) continue with the construction of the landfills and plant in
Acerra, pending that, due to the extreme urgency, the Commissioner find a new entity to be
entrusted with the service through a public procedure. The law also imposed an obligation on
the Government Commissioner to recover the sums due to the company by local authorities
by way of fee for waste disposal until the date of termination of the service contracts.
The changed legal framework, already burdened by significant difficulties related both to the
nature of the new legal relationships these were linked to and by the unrealistic expectations
about the possibility of finding a new entity to which to award the service under the same
conditions that had already led to the collapse of the management system in the contractual
phase, led to the start of the so-called transitional phase and further complicated the task of
FIBE without it being able to solve some of the most important critical aspects that
characterised the previous phase. The most significant concerned:
the unlawful continuation of the Fibes obligation to continue its activities because of
the failure to find new service providers (all the tenders called were unsuccessful due
to the lack of appropriate guarantees about the availability of sites where to dispose of
the residues of the RDF process), although it had been the very law to determine the
early termination of the service contracts; and
the lack of specific and accurate forecasts in relation to the manner in which the
companys claims for damages arising from the early termination of its service
contracts could be settled.
While consistently operating in compliance with the rules in force at the time and keeping an
open attitude to collaboration with the commissioner, FIBE nonetheless continued in the
construction of the plant without being able to have appropriate funding from public
authorities that would later become the owners thereof, thereby further worsening the impact
on its financial statements.
The end of this phase, as described above, coincided with the entry into force of Decree Law
90 of 23 May 2008 and Decree Law 107 of 17 June 2008, both converted into Law 123 of 14
July 2008. These provisions, on the one hand, confirmed Fibes obligation to complete the
Acerra incinerator and, on the other, definitively marked the exit of the Impregilo Group from
the waste disposal activities, transferring ownership of the RDF plants to the provincial
authorities of the Campania Region as well as the resources present in each plant including
the staff (other than management) employed at the plants who were hired with temporary
contracts.
Even though it was a major breakthrough, the company was in absolutely critical operating
and financial conditions. The most significant of these include:
final exit of FIBE from the management of all the facilities and equipment used by the
company until then to carry out the activities as mere executor on behalf of the
commissioner of the waste disposal activities without any resolution relating to the
repayment of the costs incurred for the construction of the said facilities;
suppression by law of the public administrative structures that had coordinated the
activities in the transitional period without any concrete measure to repay the huge
financial resources that in the course of the disposal activities FIBE had to pay in
advance in the name and on behalf of the administration - with the financial support of
the Group as in previous periods - and for which, once again, there were no
specifically identified debtor or any specific procedures for the related payment by the
public administration.
The already extensive impacts that the situation described above had on both FIBE and the
entire Group was further burdened by the criminal proceedings, involving, on the one hand, a
series of precautionary measures on assets (i.e.: seizures of equivalent amounts) requested by
prosecutors, originally granted by the Court of Naples and subsequently cancelled in the last
instance by the Court of Cassation, and, on the other, the start of new criminal proceedings
against both the Companys directors and public officers and the legal entities related to them
for alleged responsibilities under Law 231.
The start of this phase was mainly characterised by two new scenarios which involved (i) the
completion of the Acerra waste-to-energy plant and the development of the events relating to
it and (ii) the initiation of a new phase of litigation between the company and public
authorities related to the management of plants, storage sites and facilities, which, due to the
aforementioned Law 123/2008, had been taken over by public authorities.
As for the Acerra plant, in the month of December 2008 and in the framework of the
procedure for the awarding of the service to manage the incinerator under construction, a new
service provider was identified. It is a leading Italian company that owns other major waste
disposal facilities and the related energy recovery. At the same time, FIBE, in accordance
with the provisions of the aforementioned Law 123/2008, continued the technical activities
aimed at the completion of the plant and the related testing. The final acceptance tests of the
Acerra plant were carried out in the first two months of 2010 and the relevant certificate was
issued on 16 July 2010 confirming the success of the procedure. In this context, we should
mention the enactment of Decree Law 195/2009, converted with amendments into Law 26 of
26 February 2010, which, inter alia, contains some significant provisions that can be
summarised as follows:
a) the amount for the Acerra waste-to-energy plant was determined to be 355 million and
title to the plant was to be transferred by Impregilo group to the Campania regional
authorities (or to the Prime Minister Office - Civil Protection Department or to a private
body). The transfer was to take place by 31 December 2011 in accordance with the Prime
Ministers new decree and after determining the related financial resources. Until then,
the former service provider would be paid a monthly lease payment of 2.5 million for up
to 15 years. The payments for the 12 months before transfer of title would be deducted
from the consideration to be paid as well as the amounts advanced to the former service
provider, pursuant to article 12 of Decree Law 90/2008, as advances for work in progress
when the plant was being built;
Consolidated financial statements at 31 December 2013 81
Salini S.p.A. Group
b) always in relation to the Acerra plant, (i) the deadline for the execution of the inspection
was set on 28 February 2010, (ii) it was agreed that, until the transfer of property, it
would not have been alienable, amenable to seizure or other provisions nor could
registrations or other acts detrimental to the said plant be carried out, and (iii) the former
service provider was imposed further significant charges in relation to a set of guarantees
of a substantially different nature and significantly more burdensome than existing best
practices in the plant engineering sector. The management of the plant, however, was
awarded to the new service provider starting from 2010, despite the guarantees required
and despite the property still belonged to FIBE.
As for the development of litigation relating to the management of the plants and storage
sites, the first period of the post-transitional phase was marked, inter alia, by two key
administrative disputes and more precisely:
one relating to the final determination of the role played by FIBE vis--vis public
administration after the resolution of the service contracts and,
one relating to the determination of the entity which, after the entry into force of
L.123/2008, would take charge and manage all plants, storage sites and equipment
which, during the contractual phase had been built by FIBE for the conduct of its
activities.
With regard to the determination of the role played by FIBE in the transitional phase, Lazio
Regional Administrative Court ruling No. 7280 of July 2008, which became final due to the
failure to appeal, reconstructed the role and responsibilities attributable to the former service
providers after 15 December 2005 mere executors of the commissioners orders and to
the commissioner who bore the sole responsibility for the waste disposal service and
coordination activities, required to identify the best solutions for waste disposal.
The ruling concurrently established that all obligations imposed on the former service
providers by law ceased to exist on 31 December 2007, also expressing the fact that the
commissioners various measures ordering FIBE to extend its operations up to the entry into
force of Law 123/2008 measures which were all promptly challenged by the company
were found to be unlawful as contrary to the previous regulations governing the conditions
and limitations of the specific emergency.
In relation to the dispute related to the ownership and management of the plants and storage
sites, the litigation stage, which began in the period immediately following the entry into
force of Law 123/2008, ended with the decision of the State Council which, by ruling No.
290/2010, finally confirmed the cancellation of the claims made by the government for the
return of the sites to FIBE in December 2008, thus freeing it from any obligation in relation to
the operation thereof, which, in the administrations opinion, were deemed not suitable for its
activities.
Near the end of 2010, therefore, the overall situation of the SUW Campania projects
continued to be somewhat complex, mainly due to the following situations:
a statement of income and financial position, which at the Group consolidated level
showed huge net receivables and claims for damages related mainly to the following
activities:
o construction of the Acerra plant, which, besides being one of the largest and
most modern waste incineration plants with energy recovery in the world, was
already fully functioning and productive without the company that built it
being recognised any compensation;
o repayment of costs not amortized yet of the former RDF plants which,
according to the provisions of the service contracts terminated by law in late
2005, were to be paid by the public authorities, which at that date had not
recognised them
o net receivables arising from the financial imbalance that progressively accrued
during both the contractual and transitional phases as a result, on the one hand,
of the defaults of the debtor public authorities and, on the other, the
impossibility of opposing such defaults in respect of third-party suppliers and
subcontractors of FIBE which was forced to further expose itself in order to
counter actions instrumentally taken by these entities also in bankruptcy
proceedings.
the protracted criminal litigation in which, though proceedings on the merits were
already in progress, the Group was still subject to relevant claims of a precautionary
nature by prosecutors, with all the operational and reputational consequences that this
entailed;
the continuation of both civil and administrative litigation, which, in spite of the
important rulings described above, did not yet allow for the determination of a precise
time-frame in which the legitimate claims made by the company in various capacities
could be met.
As of year-end 2010, however, there were some significant changes with regard to
aforementioned issued. Specifically, these were:
the dispute concerning the legitimate compensation due to FIBE for the construction
of the Acerra incinerator was largely completed at the end of 2011 and the final
payment for said plant, amounting to about 355 million, was received during 2012;
the criminal proceedings initiated in 2004, which had been matched by the concurrent
precautionary procedure that saw the Group subject to significant seizures of financial
resources since financial year 2007, were finally closed in the early part of 2012 with
the final exclusion of the applicability of the said measures, while in November 2013
the Court of Naples acquitted all the defendants involved. To date, the deadlines for an
appeal by the public prosecutor are still pending;
the dispute for the legitimate claims of FIBE for the repayment of costs incurred for
the construction of the former RDF plants and not amortized yet at the date of
termination of the service contracts (15 December 2005) was also closed with the
ruling of the Supreme Court in March 2013, which dismissed the appeal of the public
authorities, which were deemed to be the losing party by the State Council in 2012.
Although in this context enforcement proceedings started by FIBE are still pending to
achieve full compliance by the unsuccessful public authorities, during 2013 a total of
240 million were collected, of which about 204 million related to costs not
amortized at December 2005 and legal interest from said date equivalent to 35
million.
At year-end 2013, finally, the Groups financial position related to the SUW Campania
Projects, which are exhaustively discussed further below in the notes to the consolidated
financial statements for the year 2013, is mainly concentrated in net receivables items within
working capital, relating to FIBE claims under the contractual and transitional phases.
The rest of this chapter, in accordance with previous periodic financial disclosures of the
Group, is a description of the main pending disputes in order to complete the complex
operational framework that still characterises the Groups activities in the SUW Campania
Projects. In this context, despite having observed the significant and positive developments
briefly described above, the overall picture is still quite complicated.
This situation, though constituting an important factor for the Group as a consistent support of
the correctness of its actions at all levels of litigation still pending does not make it possible
though to rule out the risks linked to this complex set of proceedings, even though these can
be reasonably deemed overall as possible but not likely.
***
A) In October 2006, FIBE and FIBE Campania took legal action before the Lazio Regional
Administrative Court objecting to the commissioners failure to comply with its
obligations under Decree Law 245/2005 (converted into Law 21/2006), namely: (i)
recovery of outstanding amounts due by municipalities for waste disposal services at the
date of termination of the contracts (15 December 2005) and (ii) identification of
landfills for organic waste and stockpiles generated by the RDF plants and preparation
and implementation of a plant maintenance plan.
After accepting the precautionary motion filed by FIBE and FIBE Campania (in the
ruling of 11 October 2006, confirmed by the State Council on 7 November 2006), in
ruling No. 3790 filed on 27 April 2007, the Regional Administrative Court of Lazio
stated that:
(i) FIBE and FIBE Campania effectively provided the waste disposal service under
the 2000 and 2001 contracts up until 15 December 2005 and had the right to
request completion of the procedure provided for under law for the collection of
outstanding receivables;
(ii) due to the termination by law of the service contracts, FIBE and FIBE Campania
as of 15 December 2005 merely provided the [waste disposal] service on behalf
of the commissioner and had definitively lost title thereto;
(iii) the commissioner was to complete the procedure aimed at meeting the companies
requests within 45 days;
(iv) in the case of ongoing default of the public authorities, an extraordinary
commissioner was appointed who was given an additional 45 days to act in their
lieu.
The commissioner appealed against this ruling with the Council of State, which rejected
the appeal in ruling No. 6057 of 28 November 2007, fully confirming the ruling of the
Lazio Regional Administrative Court.
As a result of the newly introduced regulations, the companies were no longer interested
in completing the procedure aimed at identifying the sites where to send the stabilised
organic fraction (SOF) and stockpiles generated by the RDF plants and preparing and
implementing a plant maintenance plan, given that these were to be transferred to the
relevant municipalities. However, they continue to be interested in completion of the
procedure for the recovery of their outstanding receivables for services provided until
31 December 2005.
The extraordinary commissioner appointed by the Regional Administrative Court to
recover the receivables due from public authorities of the Campania Region for the
waste disposal services provided until 15 December 2005, filed a first report in August
2009 and another one in June 2013 based on a more in-depth investigation into the
receivables by cross-checking the accounting records and documents submitted by the
parties. While recognising the receivables due to FIBE for the services provided under
the contract, the commissioner asked the Regional Administrative Court to evaluate the
claims made by the public authorities and to take the relevant decisions. During the
hearing to discuss these aspects on 4 December 2013, the Regional Administrative
Court adjourned the case to 25 June 2014.
B) The Lazio Regional Administrative Court confirmed the findings of its ruling No.
3790/2007 in ruling No. 7280 of 23 July 2008, reiterated by State Council ruling No.
6057/07, as confirmed and supplemented by the regulations implemented in the
meantime and by the said Decree Laws 90/08 and 107/08, converted into Law no.
123/08 et seq.
This ruling, which became final due to the failure of the public authorities involved to
appeal, is very important for the companies because it provides an accurate
reconstruction of the role and responsibilities attributable to the former service
providers after 15 December 2005 mere executors of the commissioners orders
and to the commissioner who bore the sole responsibility for the waste disposal
service and coordination activities, required to identify the best solutions for waste
disposal. The ruling also established that all obligations imposed on the former service
providers by law ceased to exist on 31 December 2007, as the challenged extension
measures were in contrast with the previous regulations governing the conditions and
limits of the specific emergency measures. Moreover, the regulations implemented in
the meantime also affected the orders challenged, as such regulations were applicable to
past contractual relationships involving the companies, to which no further activities
are requested except for those to allow the provincial authorities and Armed Forces to
take over the management of the plants, staff and assets as well as transactions with
third parties. Given the above, the Regional Administrative Court concluded It can
logically be deducted that the appointed commissioner is required to meet the
obligations....
C) In December 2008, FIBE and FIBE Campania challenged a number of orders before the
Lazio Regional Administrative Court whereby the parties appointed by the
commissioner for technical and operating activities (so-called technical-operational
chief as per Prime Ministers Order No. 3705/2008 and the extraordinary
commissioners for the provinces) obliged the companies to re-acquire possession of
certain areas and stocking sites - which said parties had taken over in August 2008 - as
these were not deemed functional to running the service, requesting the concurrent
declaration of the non-existence of any obligation to manage the offices, sites and
plants used at any time as part of the integrated waste treatment system in Campania
for the companies in light of the regulations existing in the sector which fully regulated
the previous situations in full compliance with Lazio Regional Administrative Court
ruling No. 3790/2007, confirmed by the Council of State with ruling No. 6057/2007 and
Lazio Regional Administrative Court ruling No. 7280 of 23 July 2008 about the nature
of the relationships between the public authorities, FIBE and FIBE Campania and third
parties, and the obligations of public authorities to comply with the relevant provisions
in the above court ruling No. 3790/2007, confirmed by the Council of State with ruling
No. 6057/2007 and the Lazio Regional Administrative Court ruling no. 7280 of 23 July
2008 about the nature of the relationships between the public authorities, FIBE and
FIBE Campania and third parties.
Following the hearing of 19 January 2009, the Regional Administrative Court
suspended the enforceability of the challenged measures and by ruling No. 2357/09 on
13 March 2009 upheld the appeal made by FIBE and FIBE Campania, cancelling the
challenged measures.
The public authorities involved appealed against this ruling before the State Council on
8 July 2009. The companies appeared in court for the proceeding and lodged a counter-
appeal against the same ruling, requesting that the objections deemed to have been
covered by the first-instance hearing and specifically related to the lack of grounds
concerning the alleged inoperability of the sites for the purposes of the waste
management service, be examined and granted. They also requested that the objections
related to the non-existence of any obligation for them to manage the offices, sites and
plants used at any time for the integrated waste treatment system in Campania in line
with the sector regulations and to the existence of the public authorities obligation to
Consolidated financial statements at 31 December 2013 86
Salini S.p.A. Group
comply with rulings of the Lazio Regional Administrative Court No. 3790/07,
confirmed by State Council ruling No. 6057/07 and Lazio Regional Administrative
Court ruling No. 7280 of 23 July 2008 about the nature of the relationships between the
public authorities, FIBE and FIBE Campania and third parties, be examined and granted
as well.
On 22 July 2009, the under-secretary of state notified FIBE and FIBE Campania
through the extraordinary commissioners of new orders to take over the above sites. The
companies appealed to the Regional Administrative Court also with respect to these
orders.
On 26 January 2010, the State Council issued ruling No. 290/2010 definitively
confirming the cancelling of the orders issued in December 2008, freeing FIBE from
any obligation to manage the sites which, according to the local public authorities, were
not suitable for their activities.
Specifically, this ruling analysed Prime Ministers Order No. 3693/2008 deeming that
the challenged orders were unlawful as they breached the relevant legislation due to the
erroneous valuation of the concept of the operability of the assets for the waste
management service.
The State Council based its assessment of the operability of the sites on Article
183.1.D) of Legislative Decree 152/2006, which expressly defines the concept of waste
management as the collection, transportation, recycling and disposal of waste, including
monitoring of these activities as well as of the landfill after it has been closed.
This led to confirmation of the operability of the assets, the return of which had been
ordered, for the waste management service as a whole; the challenged measures were
accordingly declared unlawful.
Despite this outcome, the party engaged under Law 26/2010 to manage the sites in the
Province of Caserta and, subsequently, the parties engaged to manage the sites in the
Provinces of Naples and Benevento commenced new proceedings to order FIBE S.p.A.
to take over the custody and costs for the sites.
The company lodged a motion for the repeal of this action with the relevant judicial
authority which was rejected on 25 October 2010. Following the request for
clarifications about the custody obligations, the Fifth Criminal Chamber of the Naples
Court stated in its order of 24 November 2010 that the official receiver has as its sole
scope and responsibility that of ensuring the integrity of the seals, the property under
seizure and to report any dangers to the judicial authority. This conclusion
corroborates the companys argument, supported by its legal advisors, that the official
receiver is exempt from any responsibility once it diligently and promptly informs the
relevant authority of any events that could in any way compromise the integrity of the
property under seizure and that the persons indicated as official receivers are behaving
in this way.
The civil proceedings before the Court of Naples initiated by S.A.P.NA. S.p.A., a local
company set up by the Naples provincial authorities, are part of this situation.
S.A.P.NA. S.p.A challenged its takeover of title to certain temporary and definitive
areas and stocking sites in roughly 40 proceedings. These areas and sites were the same
already found to be inoperable by the extraordinary commissioners in their measures of
December 2008 challenged by FIBE S.p.A. and which led to Lazio Regional
Administrative Court ruling No. 2357/09 and the State Council ruling No. 290/10.
S.A.P.NA. also requested it be reimbursed and held harmless by FIBE S.p.A. and/or the
Consolidated financial statements at 31 December 2013 87
Salini S.p.A. Group
government commissioner from the operating costs incurred in the meantime and yet to
be incurred, including possible site reclamation.
FIBE S.p.A. appeared before court in the various proceedings, which are still ongoing.
D) FIBE and FIBE Campania appealed to the Lazio Regional Administrative Court again
on 30 April 2009 (RG no. 3770/2009) disputing the public authorities slowness in
completing the administrative procedures for the recording and recognition of the costs
incurred by the former service providers for the services provided as required by law
and the work ordered by the local public authorities and carried out by the companies
during the transition period (16 December 2005 - 31 December 2007). They requested
the Court to declare the unlawfulness of this silence and verify the local public
authorities obligation to finalise the procedure in a suitable time-frame, with the
concurrent appointment of an extraordinary commissioner who would take the measures
required of the defaulting public authorities, should the latter fail to act within the set
time-frame. At the conclusion of the hearing of 24 June 2009, the Court stated the
appeal was inadmissible in ruling No. 7070/2009 and that with respect to the checks
into financial claims, even if based on obligations undertaken by law, the companies
should not have followed the special silence procedure, but should have lodged a
specific action for declaration and satisfaction with the Court on an exclusive
jurisdiction basis.
In light of this, the companies filed a new appeal with the Lazio Regional
Administrative Court (RG no. 7338/2009), which had exclusive jurisdiction pursuant to
article 4 of Decree Law No. 90/2008, for the issue of the necessary declaration and
satisfaction orders against the local public authorities, including on an admonitory basis.
The admonitory motion was quashed as the Court did not accept the assumptions for
issue of a court order. The merits hearing is yet to be held. Pending a date for the said
hearing, a preliminary motion was notified and subsequently filed on 8 April 2010 for
the appointment of a court-appointed expert who, after examining the documentation
presented, should identify the amount of:
a) the sum due by the local public authorities for the management activities reported
by the companies from 16 December 2005;
b) the amount already paid by the local public authorities for this service;
c) the amount payable, already checked and acknowledged but not yet paid by the
local public authorities as per the administrative measures already issued and
added to the court records;
d) the amount not yet checked or paid by the local public authorities for the services
reported by the companies;
e) the amount due by public local authorities for the services awarded to the
companies and provided by them since 16 December 2005;
f) the amount already paid by the local public authorities for the services as per
item e);
g) the amount payable, already checked and acknowledged but not yet paid by the
local public authorities as per the administrative measures already issued and
added to the court records;
h) the amount payable not yet checked or paid by local public authorities for the
requested services provided by FIBE S.p.A. and FIBE Campania S.p.A., based on
the documentation added to the court records;
Consolidated financial statements at 31 December 2013 88
Salini S.p.A. Group
i) the appointed expert should, based on the verification of the above documents,
identify and specify the amount due by local public authorities for all the activities
imposed on and carried out by FIBE S.p.A. and FIBE Campania S.p.A.in favour
of such pubic authorities, starting from 16 December 2005, net of the amount
already paid for such services and to any other issue that this court will consider.
The companies lodged a specific motion for the timely setting of the related hearing,
after which the Regional Administrative Court issued interim ruling No. 3669 ordering
that the checks of the accounting documentation submitted for reporting purposes be
carried out to ascertain if the claims made in court were grounded. It has reserved to
hand down its decision at the end of procedure. Accordingly, the Court requested that
La Sapienza Rome University carry out the check based on the questions posed in the
ruling. A partial appraisal was filed on 29 January 2013 covering the period from 15
December 2005 to 31 December 2006 and an extension was requested for the filing of
the final appraisal for all the periods considered. The extension was granted until 31
March 2014.
E) With their appeal notified on 18 May 2009 (RG No. 4189/09), the companies
challenged Prime Ministers Order No. 3748/09 before the Lazio Regional
Administrative Court whereby only waste produced and stored after the date of
termination of the service contracts with the companies (15 December 2005) was to be
transferred to the Acerra waste-to-energy plant. A date for the related hearing is yet to
be set.
While they are convinced that the obligation to dispose of the bales produced and stored
in Campania (regardless of the solution chosen by the local public authorities for which
waste was to be disposed of first) lies solely with the municipalities, the companies have
prudently lodged an appeal against this order with the Lazio Regional Administrative
Court in Rome.
F) The Lazio Regional Administrative Court issued ruling No. 3886 on 5 May 2011 on
FIBEs appeal (RG No. 9942/2009) for the local public authorities non-payment of
FIBEs non-amortised costs at 15 December 2005 for the Campania RDF plants. It
upheld FIBEs appeal and ordered the local public authorities to pay FIBE
204,742,665.00 plus legal and default interest from 15 December 2005 until
settlement. This ruling correctly reconstructs the transactions between the parties as per
the contractual terms and legislation of reference. It confirms that the local public
authorities took over the RDF plants as a result of termination of the service contracts
and are therefore obliged to pay the former service providers the non-amortised costs at
the contract termination date (15 December 2005) as expressly stated by the local public
authorities. The Regional Administrative Court based its quantification of the claim on
FIBEs accounting figures and the considerations set out by the local public authorities
in the previous calls to tender for the service.
The local public authorities lodged an appeal against the ruling, which was filed on 11
July 2011. The appeal (R.G. 6313/11) was heard on 13 December 2011 after which the
State Council rejected it with its ruling No. 868/2012 filed on 20 February 2012 and
ordered that the parties bear their own legal costs.
The public prosecutor lodged an appeal with the Supreme Court against the State
Councils ruling, alleging that the administrative judge lacked jurisdiction. FIBE, in
turn, filed a statement of defence and a counterclaim challenging the public local
authorities arguments and appealing against the State Councils ruling with its
counterclaim in the part in which it holds that it had first to rule about jurisdiction
Consolidated financial statements at 31 December 2013 89
Salini S.p.A. Group
(though favourable) rather than acknowledging the tardiness of the appeal and,
therefore, invalidating it. The public prosecutor then presented its statement of defence
to FIBEs counterclaim. The Supreme Court rejected the public prosecutors motion in
the hearing of 6 March 2013. FIBE thus commenced the enforcement action aimed at
the compulsory recovery of the entire amount ordered. The public prosecutor appealed
against enforcement with a suspension request, which was discussed at the hearing of 9
July 2013. The enforcement judge of the Rome Court ordered that FIBE be paid
240,547,560.96 with its orders of 24 July 2013 to cover the receivables for principal
and legal interest. The judge also suspended the enforcement procedure for the
additional interest requested and set a deadline of 30 November 2013 for the merits
ruling about the opposition.
Both parties therefore initiated proceedings on the merits and at the hearing on 3
February 2014 the court declared the absence of the Presidency of the Council of
Ministers, and set a deadline on February 21st for the production of a certificate
attesting the non filing of the summons brought by the Presidency of the Council of
Ministers with the date set (in the summons) on February 10th.
Anyhow, the court stated that if this second appeal were filed, the two cases would be
joined.
G) The Campania Regional Administrative Court handed down order No. 292 of 23
February 2012 rejecting appeal RG No. 301/2012 lodged by S.A.P.NA. S.p.A. for the
suspension of the ministerial measure which requested that the local company submit
the results of the characterisation plan and implementation of urgent safety measures for
the contaminated groundwater at the Settecainati landfill (Municipality of Giugliano)
owned by FIBE S.p.A. The local company sued FIBE for its alleged liability for the
contamination and its obligation to characterise and implement urgent safety measures.
The court order included S.A.P.NA.s obligation to pay the precautionary court costs.
The date for the merits hearing has not yet been set. S.A.P.NA. challenged (appeal No.
RG 3247/2012) Campania Regional Administrative Court order No. 292/2012 before
the State Council, which confirmed first instance ruling No. 1968 of 23 May 2012. Each
party bore its own legal costs.
H) Lazio Regional Administrative Court ruling No. 5831 of 26 June 2012 stated the lack of
its jurisdiction in favour of the Court of Public Waters with respect to the appeal RG no.
7434/2008 and subsequent additional grounds lodged by Fibe s.p.a. in which the latter
requested the annulment of the commissioners and ministerial measures ordering the
communication of the results of the surface and groundwater characterisation plan and
urgent safety measures failing which the substitute powers to address the damage
would be activated -, as well as the recognition of the real cost and the inspection and
repair of the environmental damage at the landfill in Cava Giuliani in the Municipality
of Giugliano. The lack of jurisdiction of the Regional Administrative Court was stated
in favour of the Court of Public Waters, as the measures were considered administrative
measures covering public waters. The ruling was reinstated before the Court of Public
Waters which adjourned the hearing to 9 October 2013. After an agreement with the
government commissioner of 9 September 2013 covering the characterisation of the
Cava Giuliana landfill, the hearing was adjourned to 25 June 2014.
I) Lazio Regional Administrative Court ruling No. 6033/2012, published on 3 July 2012
and notified on 13 September 2012, joined and rejected appeals Nos. RG 10397/2007,
10398/2007 and 2770/2012 and related additional grounds lodged by FIBE for the
cancellation of the commissioners and ministerial measures requiring the
characterisation plan and urgent safety measures, under penalty that procedures to
address the damage be initiated for the Pontericcio site, the RDF production plant and
stocking site and the Cava Giuliani site and stocking site.
The company appealed against this ruling with the State Council (RG no. 7313/2012) as
it would appear to be tainted by the obvious misrepresentation of the facts as it is based
on contamination at a site other than those referred to in the ruling. Reference is
mistakenly made to contamination at the landfill in Cava Giuliani (as shown in the
court-appointed experts report to the Naples public prosecutor, drawn up for criminal
proceedings RGNR No. 15968/2008), appealed against with motion RG no. 7434/2008
(see letter I) above). On 21 November 2012, the State Council rejected FIBEs
precautionary motion for suspension of the execution of the ruling. A date for the merits
hearing has not been set yet.
Following rejection of the precautionary motion of ruling No. 6033/2012, FIBE decided
to inform the Ministry for the Environment and the other relevant authorities of its
willingness to voluntarily execute this ruling in its communication of 13 December
2012, requesting that a meeting be set to draw up an agreement to stipulate the relevant
terms. It took this decision partly to prevent the possible commission of the crime of
non-reclamation and the companys liability pursuant to Legislative Decree No.
231/2001 and based on the government commissioners communication as per order
No. 3849/2010 and following orders for the agreement in itinere of the contract for the
characterisation of the areas in Pontericcio and Cava Giuliani with Sogesid S.p.A.,
covered by ruling No. 6033/2012 and appeal No. 36/2013 with the Court of Public
Waters. However, it did not admit any liability as the merits hearing has yet to be held
and it also reserved the right to recover the costs of executing the ruling. This agreement
was signed by FIBE and the government commissioner on 9 September 2013, whereby
FIBE accepted the government commissioners requests about the characterisation and
environmental surveys, excluding any liability about possible issues that may arise
during such surveys. FIBE confirms that it is proceeding in this sense solely to comply
with Regional Administrative Court ruling No. 6033/2012 referred to above.
***
II.2 CIVIL LITIGATION
The government commissioner served a writ in May 2005 requesting compensation from
FIBE, FIBE Campania and FISIA Italimpianti for alleged damages of approximately 43
million. During the hearing, the commissioner raised its claims to over 700 million, further
to the additional claim for damage to its reputation, calculated to be 1 billion.
The companies appeared before court to challenge the claims made by the government
commissioner and lodged a counterclaim requesting compensation for damage and sundry
charges determined before the court of first instance for more than 650 million, plus another
claim for damage to their reputation of 1.5 billion. They also complained about the
significant delay (compared to that provided for in the 2000 and 2001 contracts) in the issue
of the authorisations required to build the waste-to-energy plants and the related delay in the
construction thereof. These delays led to both the lengthening of the temporary stocking
periods of the produced eco-bales and an increase in the stocked ecobales with the related
need to find bigger stocking areas, thereby forcing FIBE and FIBE Campania to incur greater
costs.
In the same proceeding, the banks that issued FIBE and FIBE Campanias performance bonds
in favour of the government commissioner also requested that the commissioners claim be
rejected. In addition, they requested to be held harmless by Impregilo from the
commissioners claims. Impregilo appeared before the court and challenged the banks
requests.
The hearing was finalised with ruling No. 4253 of 11 April 2011 confirming the
administrative courts jurisdiction rather than that of the ordinary court. The public prosecutor
appealed against this ruling and FIBE appeared accordingly before the court in the related
case (RG No. 686/12). The specification hearing before the Appeal Court of Naples is set for
11 December 2014.
With the resumption statement of 1 August 2012, the Ministry for Justice and Cassa delle
Ammende resumed proceedings for enforcement of the sureties totalling 13,000,000.00
before the Court of Milan. These sureties had been given by certain major banks to guarantee
execution of the measures imposed by the Public prosecutor of Naples as part of the seizure of
the RDF plants.
The group companies appeared before the Court of Milan (RG No. 57109/2012) challenging
the grounds of the claims, alleging, inter alia, the invalidity of the policy as it was activated
after its expiry date and the lack of grounds for its enforcement. In turn, they summoned the
government commissioner.
At the first hearing of 17 January 2013, the proceeding was deferred to 5 December 2013 for
the specification hearing, during which the final judgement was further delayed.
Finally, at civil law level, the public authorities have recently commenced proceedings
challenging FIBEs operations with respect to the complex situation of receivables and
payables arising from the contractual phase. Although these are separate from the other
proceedings described above, they refer to the same claims filed by FIBE in the administrative
courts for which the extraordinary commissioner is still taking action (see item II.1.A above).
Accordingly and assisted by the groups legal advisors, FIBEs fully compliant conduct
during the contractual phase can be reasonably confirmed and the risk of a negative outcome
in these proceedings is a mere possibility.
The companys legal advisors hold that the local public authorities claims can reasonably be
challenged considering the counterclaims and, moreover, the admissibility of legal
compensation given the circumstances.
Finally, FS Logistica (formerly Ecolog) has a pending payment order opposition proceeding
vis--vis the Office of the President of the Council of Ministers for the payment of the fees for
the 2001-2008 assignment made by the then government commissioner to transport waste
abroad. FS Logistica motion for payment was addressed to the Office of the President of the
Council of Ministers, which, in turn, filed action in warranty against FIBE. The latter, inter
alia, firstly objected to the correspondence of the action in warranty with that already part of
the case commenced by the Office of the President of the Council of Ministers/government
commissioner before the Court of Naples and settled with ruling No. 4253/11, finding lack of
jurisdiction (see above) and, with respect to the counterclaims made by the Office of the
President of the Council of Ministers, noted both their inadmissibility due to their complete
inconsistency with the claims originally made by FS Logistica and the fact that these claims
had already been filed by the Office of the President of the Council of Ministers in many other
pending disputes.
The judge, following the hearing on 11 July 2013, adjourned the proceedings to the hearing
on 24 January 2014 where he admitted court-appointed experts only in relation to the claims
of FS Logistica vis--vis Office of the President of the Council of Ministers and forming the
subject of the injunction.
***
II.3 CRIMINAL LITIGATION
In September 2006, the public prosecutor at the Court of Naples served Impregilo S.p.A.,
Impregilo International Infrastructures N.V., FIBE S.p.A., FIBE Campania S.p.A., FISIA
Italimpianti S.p.A. and Gestione Napoli S.p.A. in liquidation with a Notice of the conclusion
of the preliminary investigations about the administrative liability of legal entities related to
the alleged administrative crime pursuant to Article 24 of Legislative Decree 231/2001 as part
of a criminal case against several former directors and employees of the above companies,
investigated for the crimes as per Article 640.1/2.1 of the Criminal Code in relation to the
tenders for management of the urban solid waste disposal cycle in Campania. Following the
preliminary hearing of 29 February 2008, the Judge for the Preliminary Hearing at the Court
of Naples accepted the request for indictment made by the public prosecutor.
The Court accepted the objections proposed by the companies defence and declared the
unlawfulness of the civil parties claims against the bodies involved pursuant to Legislative
Decree 231/2001. Therefore, all their claims made in the preliminary hearing were found to
be inadmissible.
Moreover, the public prosecutors Messrs. Noviello and Sirleo presented an additional charge
pursuant to Article 517 of the Italian Code of Criminal Procedure in the hearing of 15 June
2011, against individuals only, for the crime as per Article 110 of the Criminal Code, article
81, second paragraph of the Criminal Code and Article 53-bis of Legislative Decree 22/97,
now Article 260 of Legislative Decree 152/06.
The public prosecutor requested the following precautionary measures relating to:
assets, pursuant to article 19 of Legislative Decree 231/2001 (seizure of: RDF
production plants; Acerra waste-to-energy plant; approximately 43 million belonging
to Impregilo group companies; receivables of about 109 million due to FIBE and FIBE
Campania from municipalities in the Campania Region); and
***
During 2008, as part of a new inquiry by the Court of Naples into waste disposal and related
activities in the region carried out after the termination by law of the contracts (15 December
2005), the Judge for the Preliminary Investigations issued personal preventive seizure
measures upon the request of the public prosecutor against certain managers and employees of
FIBE, FIBE Campania and FISIA Italimpianti and managers of the commissioners office.
As part of this inquiry, the former service providers and FISIA Italimpianti were once again
charged with the administrative liability of legal entities under Legislative Decree 231/01. The
related acts describe how this is both a continuation of the previous investigations and a
separate proceeding based on new allegations.
The preliminary hearing was concluded on 29 January 2009 with all the defendants being
arraigned for trial. In the pre-trial hearing, the civil actions brought against the legal entities
were found to be inadmissible. Moreover, on 16 December 2009, the Court of Naples
declined its jurisdiction and ordered that the documents be transferred to the Rome public
prosecutor. The Court of Rome set the date for the preliminary hearing on 27 October 2010
when it was adjourned by the Judge for the Preliminary Hearing to 13 December 2010 due to
the erroneous service of the writ about the hearing to legal counsel of FIBE S.p.A. At the next
hearing of 10 January 2011, the Judge for the Preliminary Hearing at the Court of Rome
cancelled certain charges filed against the chief executive officer in office when the events
took place and adjourned the hearing to 23 March 2011, which was adjourned again to 21
September 2011, then to 14 December 2011 and finally to 28 March 2012. The Judge deferred
the decision about the conflict in jurisdiction and the other individual positions and other
charges to the Supreme Court, holding the Court of Naples competent to decide on these
positions. The related hearing before the First Chamber of the Supreme Court was held on 6
July 2011. However, the First Chamber deferred the case, awaiting to know the opinion of the
Joint Chambers of the Court of Cassation. However, following the decision of the Chief
Justice of the Supreme Court, the similar issue related though to another matter was not
heard by the Joint Chambers and, therefore, the Second Chamber of the Supreme Court
handed down its judgement and ruled that the Judge for the Preliminary Hearing at the Court
of Rome was competent to judge on all the charges for all the defendants on 2 March 2012.
Therefore, the proceeding was to be recommenced with a preliminary hearing before the
Judge in Rome on 16 May 2012, which was then adjourned to 26 September 2012 as the case
was assigned to another Judge for the Preliminary Hearing replacing Mr. Mancinetti who had
been transferred to another position.
On 26 September 2012, the new Judge, Mr. Saulino, took over the different parts of the
proceeding and set the dates for the extraordinary hearings on 10 and 31 January 2013 and 14
March 2013.
Following these hearings, during which certain defendants made voluntary statements, the
Judge for the Preliminary Hearing stated the inadmissibility of the sole party that had brought
a civil action in the criminal proceeding. The public prosecutor requested that all the
defendants and legal entities involved be arraigned for trial pursuant to Legislative Decree
231/2011.
The hearings of 14 and 21 March 2013 were held to hear the defence counsels statement and
to hand down a ruling, respectively.
Following this hearing, the Judge for the Preliminary Hearing ordered that all the defendants
and legal entities involved pursuant to Legislative Decree 231/2001 be arraigned for trial for
all charges before the Court of Rome on 16 July 2013.
During this hearing, the Court of Rome noted that many defendants had not received the
summons and accordingly adjourned the hearing to 1 April 2014.
The Group companies involved in the new proceeding are fully convinced of the legitimacy
of their actions, also because their activities are not only expressly covered by Law 21/2006
but were carried out merely on behalf of the commissioner (see the rulings of the Lazio
Regional Administrative Court and State Council in paragraph II.A.).
In January 2011, FIBE joined proceeding No. 61604/10 RGNR as an injured party against MP
Nicola Cosentino at the Court of Santa Maria Capua Vetere. The allegation to be examined
during the trial, which legitimises FIBEs position as an injured party is that Mr. Cosentino
contributed significantly to the planning and implementation of the project aimed -
especially through the consortium company [], the consortium [] and other consortia in
the Province of Caserta controlled by him - at setting up a competitive integrated cycle in
Campania to compete with that lawfully managed by FIBE-FISIA Italimpianti, thus
boycotting the latter two companies in order to take over the entire management of the
related financial cycle and create an unlawful independent management at provincial level
(i.e., local management of the waste disposal cycle, directly managing the landfills, where the
waste is stored, taking action to build and manage a waste-to-energy plant and manipulating
the activities of the government commissioner for the waste emergency).
On 27 January 2011, an order for immediate judgement was issued against the defendant and
FIBE was specifically identified as an injured party. As already disclosed, this proceeding is
at the trial stage.
On 23 December 2011, as the party involved pursuant to Legislative Decree 231/01, FIBE
S.p.A. was notified of the completion of the preliminary investigations related to another
investigation by the Naples public prosecutor. The allegation relates to charges under Article
24 of Legislative Decree 231/01 relating to the committing of the crime covered and punished
by Article 81, paragraph 2, and articles 110 and 640, para. 1 and 2, of the Criminal Code
committed jointly and with the prior agreement of the defendants (individuals) and other
parties to be identified with respect to management of the urban waste water purification
service using purification systems.
Specifically, certain individuals working in the commissioners organisation and for FIBE
S.p.A. allegedly actively encouraged and induced other accomplices to implement stratagems
and tricks to
hide and conceal the extremely poor management of the above purification systems.
FIBE S.p.A. is accused as it has allegedly presented documents reporting among the other
items related to the elimination of SUW the cost of transferring leachate, while not
mentioning why the leachate had been transferred to plants that did not have the necessary
legal authorisation, technical qualifications and residual purification capacity.
The public prosecutor will probably request that the Judge for the Preliminary Hearing at the
Court of Naples hear the case. However, as it relates to events challenged in the period after
the contracts were terminated, when the companies activities were not solely specifically
covered by Law 21/2006 but also carried out on behalf of the commissioner, FIBE is fully
convinced that it acted in accordance with the law.
***
Salini S.p.A.
Introduction
A brief analysis follows below of the separate financial statements at 31 December 2013 of
the parent company Salini SpA prepared in accordance with International Financial
Reporting Standards adopted by the European Union. In accordance with the provisions of
IFRS 1, data for financial year 2012 were restated pursuant to the provisions of the
International Accounting Standards.
Salini S.p.A.s separate financial statements for financial year 2013, which are submitted for
the approval of the Shareholders Meeting, show pre-tax profit of 415.6 million and net
profit of 419.1 million, with a value of production of 769 million.
Pre-tax profit was greatly affected by financial activities, which, as well as reflecting the costs
sustained in supporting production activities and investments and the results of foreign
exchange losses, shows the positive effect, equal to 534 million, of the dividend distribution
made by the subsidiary Impregilo S.p.A.
Profit margins, though in the presence of significant non-recurring costs incurred for the
completion of the public tender offer and calculated in an amount of about 35 million,
represent levels of excellence, with EBITDA of 55 million, equivalent to 7. 2% of total
revenues.
The net financial position amounted to (726) million after making significant investments for
the control of Impregilo S.p.A. and covering the ordinary operations of the Group, and was in
line with the managements forecasts.
Production
At 31 December 2013 the total revenues of Salini S.p.A. stood at 769 million, with foreign
projects accounting for 93%.
Operating revenues amounted to 757.4 million, accounting for 98.5% of turnover.
The Ethiopian hydroelectric projects, Gibe III and Grand Ethiopian Renaissance Dam, as well
as the Kyzilorda road project in Kazakhstan, provided a significant contribution to this result.
The dams and hydroelectric plants sector was the most significant, where, with the substantial
contribution from the above-mentioned Gibe III and Grand Ethiopian Renaissance Dam
projects, revenues accrued represented 78% of the annual total.
The performance of the roads and motorways segment was also extremely significant, mainly
due to the full operation of the lots for the reconstruction of the Western Europe - Western
China International Transit Corridor in Kazakhstan and the works on the construction of the
section of motorway R881 Comprehensive Improvements of the Parallel Roads in Dubai.
Other non-operating revenues, amounting to 11.6 million, relate essentially to the provision
of goods and services which, by their very nature, are not part of the core business and to
services provided to the Group (e.g. technical and administrative services, transfers of
materials and insurance reimbursements).
Costs
Direct production costs stand at 608.2 million and account for 79.1% of total revenues.
Service costs, which represent the direct cost with a greater weighting, refer mainly to
expenses incurred to support production volumes and, net of the ancillary costs (amounting to
about 35 million) incurred for the public tender offer for Impregilo, are proportional to the
growth in turnover.
Personnel costs, equivalent to 97.9 million, absorbed 12.7% of the value of production and
were essentially in line with the figures at Group level.
Results of operations
The net financial and investment income, equivalent to 427.4 million, was mainly impacted
by:
distribution of dividends by the subsidiary Impregilo S.p.A. totalling approximately
534 million;
impairment test conducted by the subsidiary Todini Costruzioni Generali S.p.A. to
assess its current ability to generate cash flows in accordance with IFRS 36. The
comparison between the value in use and the overall investment of the Company in
Todini Costruzioni Generali S.p.A. resulted in an impairment loss of 69 million,
resulting in a write-down of the carrying amount of the investment (35.2 million) and
recognition in the provision for risks of investment losses of an additional amount of
33.8 million. For more details on the impairment tests criteria and calculation
methods, refer to the relevant section of the notes to the financial statements;
financial expenses incurred to obtain the cash necessary to carry out the takeover bid
for Impregilo equivalent to about 35 million.
Fixed assets stood at 1,525.1 million and mainly comprised the value of the equity
investment in Impregilo S.p.A. of approximately 1,253.3 million and the technical
equipment at work sites, representing 15% of total fixed assets.
Net invested capital, amounting to 1,398 million, in addition to the strategic investment in
the subsidiary Impregilo, reflected the evolving trend in production revenues, whose growing
importance impacted cash flow uses and, more in general, the Companys capital structure in
a balanced manner.
The net financial position at 31 December 2013 stood at (726) million and included the
result of investments planned to support the growth in contract production volumes and to
continue with the Campione Nazionale, project completed through the acquisition of control
of Impregilo S.p.A.
OTHER INFORMATION
Treasury shares
The Company held no treasury shares at 31 December 2013.
The management and coordination activities of Salini Costruttori S.p.A. did not have any
significant effect on the results for the year.
Relations established refer almost exclusively to the centralised cash management conducted
by Salini S.p.A. for the Salini Costruttori Group in order to optimise financial resources. This
service generated financial income in the Companys income statement of approximately 6.3
million.
For details of the nature and value of more significant transactions with other companies
subject to the same management and coordination activities, refer to the section in the notes to
the financial statements on related parties, with the exception of relations with subsidiary
Todini Costruzioni Generali, which are summarised below:
REVENUES
EXPENSES
Statutory audit
The Independent Auditors, Reconta Ernst & Young S.p.A., were appointed to perform the
statutory audit and verification activities, as set forth in Article 14 of Legislative Decree
39/2010.
and its effective implementation; (ii) Subsistence of an elusive conduct of a fraudulent nature
on the part of the authors of the alleged offence of insider trading; (iii) Assessment of the
predicate offence (insider trading).
EBIT (net operating profit): means earnings before interest and taxes, unadjusted. EBIT also
excludes income and expenses deriving from the management of non-consolidated equity
investments and securities, in addition to the proceeds from any disposals of consolidated
shareholdings, classified in the financial statements under financial income and expenses or,
for the profit (loss) of equity-accounted investments, under the heading Effects of measuring
equity investments according to the equity method.
EBT (pre-tax profit): is calculated as EBIT net of financial income and expenses, in addition
to the effects of measuring equity investments according to the equity method.
Net debt/equity ratio: this is obtained from the ratio of net financial position according to
the CESR (Committee of European Securities Regulators) to net equity excluding treasury
shares.
Net fixed assets: means total non-current assets; specifically it refers to tangible fixed assets,
intangible assets, the valuation of equity investments and other non-current items.
Operating working capital: is obtained from the algebraic sum of receivables and payables
from the core business (trade receivables and payables, inventories, work in progress, tax
credits, advances from clients, residual components of current assets and liabilities).
Net invested capital: is the sum of total fixed assets, operating working capital, provisions
for risks and provisions for employee benefits.
ROS (Return on Sales): this indicator is calculated as the ratio between EBIT and total
revenues.
ROE (Return on Equity): this is calculated as the ratio between earnings for the period and
Group shareholders equity.
ROI (Return on Investment): this is calculated as the ratio between EBIT and net invested
capital.
Current asset ratio: this is calculated as the ratio between current assets and current
liabilities.
Invested capital turnover: this indicator is calculated as the ratio between sales revenues and
net invested capital.
Please see the relevant section of the notes to the financial statements for details of
transactions with related parties.
These transactions essentially concern the exchange of goods, the provision of services,
funding and the use of financial resources with the Companys subsidiaries, associate
companies and other investee companies, in addition to optimising the Groups centralised
cash management activities.
The aforementioned transactions are part of the Companys ordinary business and are
conducted under normal market conditions, that is, at arms length.
Secondary offices
Salini Costruttori SpA (Kurdistan Gulan Street, Vital Village, Vila # 30,
Iraq
Branch) Erbil, Kurdistan Region, Iraq.
Official address:
c/o Aleman Cordero Galindo Lee Torre
MMG 2nd floorCalle 53 Este , Marbella
Apartado postal 0819-09132 Panama,
Panama Salini S.p.A. - Sucursal Panam
Republica de Panama
Operations office:
San Francisco Bay, Torre 200 -
appartamento 29-c. Panama City
Salini Chile
Avenida Nueva Providencia 2134 ( piso
9 oficina 901 )
Chile Salini S.p.A. Agencia Chile Comuna de Providencia
Santiago 7510118
Region Metropolitana
Chile
Tax litigation
The parents dispute with Italian tax authorities, concerning the tax treatment of impairment
losses and losses reported by the company in 2003, is currently before the Supreme Court
following the tax authorities appeal. Specifically, the most significant issue related to the
parents sale of its investment in the Chilean operator Costanera Norte S.A. to Impregilo
International Infrastructures N.V. was cancelled by the Milan Regional Tax Commission.
The group is involved in another two first-instance disputes related to 2005 mainly
concerning: (i) the costs of a joint venture set up in Venezuela; and (ii) the method used to
realign the carrying amount of equity investments as per Article 128 of Presidential Decree
917/86. A dispute concerning 2006 covers: (a) the costs of a joint venture set up in Venezuela;
(b) a loss on the sale of equity investments; and (c) costs for services not provided in that
year. The Milan Provincial Tax Commission decreased the initially claimed amount to
roughly 20% and the related second-instance hearing is still pending. After consulting its legal
advisors, the company believes that it has acted correctly and consistently deems that the risk
of an adverse ruling is not probable though it is not remote.
Interest rate risk, related to the fluctuations in the cost of various sources of external
financing and the related breakdown of fixed rate and variable rate loans.
Exchange rate risk, resulting from fluctuations in the exchange rate between the Euro
and other currencies with which the Group operates.
Liquidity risk, represented by the possibility that resources generated by operating
activity are not capable of meeting obligations under the terms and due dates
established.
Credit risk, caused by possible potential losses resulting from the failure of clients to
meet obligations undertaken towards the Group.
Country risk, referred to the international activities and consisting in possible defaults
due to macroeconomic variables of the relevant country.
For details of the actions undertaken by the Company for effective management of the above-
mentioned risks, please see the explanation in the notes to the financial statements.
Subsequent events
This section shows the key events that have occurred after year-end 2013 if these have not
been expressly illustrated in previous sections of the Annual Report at 31 December 2013.
On 3 January 2014, the Salini Impregilo Group acquired the project for the design and
construction of a lot of the Sebes - Turda motorway in Romania. The customer is the
National Company of Motorways and National Roads Romania (CNADNR) and the project
is worth approximately 121 million. The Sebes - Turda motorway is located in the centre of
Transylvania, in territories of the provinces of Cluj and Alba. The works to be carried out at
the Sebes-Turda Lot.1 work site will consist of 17 kilometres of motorway with two lanes
in each direction and an emergency lane, and include about 81 thousand square metres of
bridges and viaducts in addition to three motorway junctions.
On 13 March 2014 the agreement was signed with the Autoridad por el Canal de Panama
(ACP) for the resumption of work on the project to expand the canal, of which Impregilo is
contractor with Sacyr Vallehermoso (Spain) and Jan De Nul (Belgium). More extensive
information in this regard is provided in the section Risk Areas in the Construction sector in
the previous parts of this Annual Report.
With regard to the events to have occurred after 31 December 2013 concerning the SUW
Campania Projects, reference should be made to the section of this Annual Report on Non-
current assets held for sale - SUW Campania Projects.
Taking into account the results of the financial year ended on 31 December 2013, the
subsidiary Todini Costruzioni Generali S.p.A., which reported a net loss of (70.6) million
and an equity loss of (31.1) million, on 12 March 2014, the Board of Directors of Salini
Impregilo, resolved its willingness to convert a portion amounting to 71 million of the credit
balance in its favour for the transfer current account held with subsidiary into a reserve for
payment for future capital increase. This will allow preventing the applicability of the
provisions of Article 2447 of the Civil Code to Todini.
There have been no other significant events after year-end 2013 in addition to those illustrated
in the notes to the consolidated and separate financial statements.
Business outlook
The key events that have characterized Group governance during the current financial year
will further consolidate its strategic and competitive standing in its respective markets in the
medium term, in keeping with the strategic guidelines and objectives set forth in the 2013 -
2016 Business Plan that Impregilo and its parent company Salini jointly approved in June,
also for the purposes of the merger (the Merger) by incorporation of both companies approved
by the Extraordinary Shareholders Meetings of both companies on 12 September 2013.
The Merger became fully effective 1 January 2014, the date from which the parent company
resulting from the Merger changed its name to Salini Impregilo S.p.A. In this context,
therefore, the operational and corporate structures of the two companies now merged will be
involved in the progressive organisational integration that will cover a significant part of
financial year 2014.
At year-end 2013, the excellent situation of the order backlog resulting from the merger of the
two Groups both in terms of quantity and quality, and the balanced financial situation
continue to be important factors growth such that support the new Groups view that the
expected results for periods subsequent to the current financial year will follow the trends
recently disclosed to the market.
Please be noted that the Group is currently in a complex operating and judicial situation
within the framework of the criminal and civil proceedings relating to the SUW Campania
projects. Due to the particularly complex nature of the described proceedings involving
Consolidated financial statements at 31 December 2013 111
Salini S.p.A. Group
government, regional, and provincial institutions and municipalities of the Campania Region
and to the complexity of the related proceedings, it cannot be excluded that in the future
currently unforeseeable events requiring the modification of the above assessments may
occur.
Conclusions
Dear Shareholders,
The 2013 annual financial statements of Salini S.p.A. that have been submitted for
your approval reported pre-tax profit of 415.6 million and net profit of 419.1 million, with a
value of production of 769.0 million.
In thanking you for your trust, we ask you to approve the financial statements as presented
herein.
a) considering the merger by incorporation of Salini S.p.A. into Salini Impregilo S.p.A.,
allocation of the net profit for the year amounting to 419,124,512 to retained
earnings;
Accordingly, we submit the 2013 financial statements as set out in the statement of financial
position and statement of income, as well as in the Notes for your consideration and approval
and recommend the adoption of the related resolutions.
CONSOLIDATED FINANCIAL
STATEMENTS AT 31 D ECEMBER 2013
Attributable to:
Owners of the parent 165,246 324,959
Minority interests (9,130) 7,509
ASSETS
Investment property 0 55
SHAREHOLDERS EQUITY
(Treasury shares) 0 0
LIABILITIES
Balance at 1
January 2012 62,400 0 158,219 6,051 0 (513) 9,787 0 235,944 17,008 252,952
Translation
differences on foreign
assets (572) (572) (572)
Total gains/(losses)
recognised in equity 0 0 0 (572) 0 (441) 0 0 (1,013) 0 (1,013)
Provisions Shareholders
Cash Group
for actuarial Retained equity and
Share Legal Other Translation flow Net Group equity and
(Values in /000) gains/losses earnings non-
capital reserve reserves reserve hedge profit/(loss) equity minority
on employee (losses) controlling
reserve interests
benefits interests
Balance at 1
January 2013 62,400 0 157,913 5,478 0 (954) 9,781 324,959 559,579 28,761 588,340
Translation
differences on foreign
assets 0 0 0 (2,893) 0 0 0 0 (2,893) (69) (2,962)
Total gains/(losses)
recognised in equity 0 0 0 (2,893) 2,151 (957) 0 0 (1,698) 114 (1,585)
Net cash and cash equivalents at the beginning of the period 321,811 437,064
Net cash and cash equivalents at the end of the period 999,829 321,811
*Net of the consolidation change
Company information
Salini S.p.A. is a leader in the civil engineering sector and mainly in the construction of roads,
motorways, railways, dams, hydroelectric plants, tunnels, aqueducts, and civil and
commercial construction in general, both in Italy and abroad.
At present much of the Groups work is carried out abroad, particularly in Ethiopia, Nigeria,
Denmark, Dubai, Sierra Leone, Turkey, Zimbabwe, Malaysia, Libya, Kazakhstan and
Romania. In Italy, the main project consists of building the metro B1 line in Rome.
The parent company, Salini S.p.A., is a public limited company with its registered office at
Via della Dataria 22, Rome.
In the first half of 2013, with the completion of the voluntary public tender offer for all
ordinary shares of Impregilo S.p.A. and with the approval of the resulting merger of Salini
S.p.A. into Impregilo S.p.A., in the respective Shareholders Meetings of 12 September 2013,
effective from 1 January 2014, a key step was taken to implement the Campione Nazionale
project, which is fully described in the Directors Report, with the aim of creating a global
leader with the know-how, expertise, track record and size necessary to compete in the global
construction sector through more efficient and effective business management.
The merger transaction is an essential phase in the industrial and strategic plan launched by
the Group to create a Campione Nazionale in the sector of the construction of complex
works and infrastructures, consisting of a major Italian player with shares listed on the
electronic stock market and capable of becoming one of the largest worldwide operators in
this sector.
The publication of these consolidated financial statements for the year ended 31 December
2013 was authorised by the Board of Directors on 19 March 2014.
At its meeting on 30 November 2011, the Board of Directors of Salini Costruttori S.p.A.
resolved to establish Salini S.p.A., the purpose of which would be to design and build
infrastructural works.
The same meeting also approved the contribution in kind by the sole shareholder Salini
Costruttori S.p.A. effective as of 1 January 2012 and pursuant to Article 2342 et seq. of the
Italian Civil Code to the aforementioned Salini S.p.A. of the infrastructure construction
business unit, inclusive of all associated contracts undertaken directly or indirectly in Italy
and abroad at 30 September 2011. As a result of this contribution in kind, Salini Costruttori
S.p.A. controls 100% of Salini S.p.A.s share capital.
The Group has decided to prepare these consolidated financial statements in accordance with
the International Financial Reporting Standards published by the International Accounting
Standards Board (IASB) and adopted by the European Union and in accordance with the
regulations issued in implementation of Article 9 of Legislative Decree 38/2005. IFRS means
all revised international accounting standards (IAS) and all interpretations of the
International Financial Reporting Interpretations Committee (IFRIC), including those
previously issued by the Standing Interpretations Committee (SIC).
Specifically, the Salini Costruttori Group started the conversion project to IAS/IFRS
international accounting standards in 2008. Therefore, from the year ended 31 December
2008, Salini Costruttori has prepared the consolidated financial statements on a voluntary
basis, in accordance with the International Financial Reporting Standards adopted by the
European Union for the sole purpose of presenting them in accordance with the uniform
standards which prevail in the sector of construction companies, also with regard to the access
procedures for international tenders. Therefore the First-Time Adoption (FTA) date was 1
January 2007;
As a result of the circumstances described above, 2013 is the first year in which the Salini
Group has a complete set of consolidated financial statements that can be compared with the
previous year (2012), for both the statement of financial position and the income statement.
In particular, the figures for 2012 have been restated with respect to the consolidated financial
statements for 2012. This restatement did not result in significant impacts on the statement of
financial position, income statement and statement of comprehensive income.
In implementing its management and accounting systems, from 2013 the Company has
unified chart of accounts of its branches and entities that fall within the consolidated financial
statements. This has resulted in a number of reclassifications of balances on the financial
statements of the companies mentioned above, which have consequently changed the
comparative figures of the consolidated financial statements. In addition, in the IFRS first-
time adoption separate financial statements of the parent company Salini S.p.A. (the date of
FTA was 1 January 2012), differences emerged from the calculation of the tax effects of the
adjustments arising from the first time adoption of IAS/IFRS differences, that were not
significant in terms of impact on equity at 1 January 2012 and on the income statement and
equity at 31 December 2012. For the most significant impacts, details are provided in the
notes of the effects of this restatement on the comparative figures at 31 December 2012.
accounting standards; intercompany balances, transactions, revenues and costs were all
eliminated. Minority interests are reported in the consolidated statement of financial position,
in shareholders equity and separately from shareholders equity attributable to the Group; the
share of consolidated Group profit attributable to minority interests is also reported separately.
All assets and liabilities of foreign companies within the scope of consolidation and in a
currency other than the Euro are converted using the exchange rates prevailing on the
reporting date (current exchange rate method), while the corresponding revenues and costs are
converted at the average exchange rates for the period. The different conversion rates
resulting from the application of this method are classified under shareholders equity until
disposal of the investment.
Non-operating subsidiaries, or those that do not report amounts material for the purposes of
the consolidated financial statements, are excluded from the scope of consolidation and are
measured according to the equity method, since they are not relevant for the true and fair
representation of the operating, financial and cash position of the Group.
Investments in associate companies and joint ventures in which Salini S.p.A. directly or
indirectly has a significant influence and holds between 20% and 50% of the capital are
measured according to the equity method as defined in IAS 28 and IAS 31 respectively,
recognising the share of profits or losses accrued during the period in the statement of income.
The risk arising from any losses exceeding the carrying amount of the equity investment is set
aside in a special reserve under liabilities insofar as the investor is committed to fulfilling
legal or constructive obligations towards the investee company or otherwise covering its
losses.
Other equity investments are measured at fair value with the effects recognised in
shareholders equity; when the fair value can no longer be reliably estimated, equity
investments are measured at cost. This value is adjusted where there is evidence of an
impairment loss. If the reasons for the write-downs no longer apply, the value of equity
investments are reinstated commensurate with the write-downs made and the corresponding
effect carried in the statement of income.
The list of Group companies can be found in section on Related Parties.
Regarding the Impregilo Group, which was included in the Groups consolidated financial
statements effective 1 April 2013 (see section 5 for additional details), it consolidates the
companies or businesses over which it exercises joint control using the proportional method
as a function of the ownership interest or specific contractual provisions on the basis of IAS
31. On the other hand, on the basis of the option provided in IAS 31, the standards adopted by
the Group for the preparation of the financial statements as at 31 December 2012 specify that
these companies must be measured using the equity method. In light of (i) the need to
harmonise standards adopted by the parent company and its subsidiaries and (ii) the existence
of companies or businesses over which joint control is exercised as a function of the
ownership interests or specific contractual provisions only within the Impregilo Group (at 31
December 2012 there were cases of this in the Groups consolidated financial statements, but
they were not significant), for the purposes of preparing these financial statements,
management decided to adopt the option specified by IAS 31 which calls for proportional
consolidation.
Business combinations
Business combinations are recognised using the acquisition method set out in IFRS 3 (revised
in 2008). Accordingly, the consideration for a business combination is measured at fair value,
being the sum of the fair value of the assets acquired and liabilities assumed or incurred by the
group at the acquisition date and the equity instruments issued in exchange for control of the
acquired entity. Transaction costs are recognised in profit or loss when incurred.
The contingent consideration, included as part of the transfer price, is measured at acquisition-
date fair value. Any subsequent changes in fair value are recognised in profit or loss.
The identifiable assets acquired and the liabilities assumed are recognised at fair value at their
acquisition date.
NCI can be measured at fair value or at their proportionate share of the fair value of the net
assets of the acquiree at the acquisition date. The measurement method is decided on a
transaction by transaction basis.
In the case of step acquisitions, the groups existing investment in the acquiree is measured at
fair value on the date that control is obtained. Any resulting adjustments to previously
recognised assets and liabilities are recognised in profit or loss. Therefore, the previously held
investment is treated as if it had been sold and reacquired on the date that control is obtained.
Changes to the investment percentage of a subsidiary that does not entail loss of control are
treated as equity transactions. Therefore, any differences between the acquisition price and the
related share of equity in subsequent acquisitions of investments in entities already controlled
by the group are recognised directly in equity. With respect to partial disposals of an
investment in a subsidiary while control is retained, any gain or loss is recognised in equity.
Years
Buildings 15-33
Plant and machinery 5-7
Equipment 3-9
Land, whether undeveloped or developed for civil or commercial buildings, is not depreciated
since it has an indefinite useful life.
As previously mentioned, capital assets acquired under finance leases are recognised as
tangible fixed assets and offset by the corresponding payable. The lease payment is broken
down into its components of interest expense, recognised in the statement of income, and
capital repayment, deducted from financial debt.
When the asset is sold or when there are no longer any expected future economic benefits
from its use, it is derecognised from the statement of financial position and any profit or loss
(calculated as the difference between the disposal value and carrying amount) is recognised in
the statement of income in the year in which it is derecognised.
Intangible assets
Intangible assets acquired separately are initially recognised in assets at historical cost,
determined according to the same procedures as those indicated for tangible assets. Intangible
assets acquired through business combinations are recognised at fair value at the acquisition
date, if this value can be determined reliably.
Intangible assets produced internally, excluding development costs, are not capitalised and are
recorded in the statement of income for the period in which they are incurred.
Intangible fixed assets may have a finite or indefinite useful life. Within the Group, the
following types of intangible assets are currently present:
Years
Intellectual property rights 3
Concessions and licences 9
Other 9
The Group has no assets with an indefinite useful life other than goodwill .
Following initial recognition, intangible assets with a finite useful life are recognised at cost,
net of depreciation and any accumulated impairment losses. The period and method of
depreciation are reviewed at the end of each financial year, or more frequently if necessary.
Intangible assets with a finite useful life are amortised, from the point at which the asset is
available for use, on the basis of their residual possibility of use, in relation to the useful life
of the asset. The period and method of depreciation applied is reviewed at the end of each
financial year, or more frequently if necessary.
Gains and losses arising from the disposal of an intangible asset are determined as the
difference between the disposal value and the carrying amount of the asset and are recognised
in the statement of income on disposal.
The excess of the purchase cost compared to the groups share of the net fair value of the high
capacity business units acquired in the past is classified as other intangible assets and mainly
refers to acquisition costs of the business units purchased. The related amortisation is
calculated in line with the stage of completion and duration of the work.
These rights are covered by IFRIC 12 - Service concession arrangements, issued by the
International Financial Reporting Interpretations Committee (IFRIC), which regulates the
recognition and measurement of concession arrangements between public sector entities and
private sector operators. It was endorsed by the European Commission with EC regulation
254/2009 dated 25 March 2009 and its application is mandatory for financial statements
drawn up under IFRS beginning from the year after which it was endorsed. Therefore,
Impregilo group has applied IFRIC 12 since 2010.
The criteria adopted by the group to apply the interpretation to its concessions are set out
below.
(a) the grantor controls or regulates what services the operator must provide with the
infrastructure, to whom it must provide them, and at what price; and
(b) the grantor controls through ownership, beneficial entitlement or otherwise - any
significant residual interest in the infrastructure at the end of the term of the
arrangement.
Measurement of the revenues arising from the concession arrangement: the operator acts as
the service provider (construction and management of the work) and recognises the revenues
for the construction and upgrade services in accordance with IAS 11 - Construction contracts
and the revenues from management of the infrastructure in line with IAS 18 - Revenue.
The grantor pays the operator a consideration for the construction/upgrade services, to be
recognised at fair value, which may consist of rights to:
The first model is applicable when the operator has an unconditional contractual right to
receive a specified or determinable amount of cash. The second is applicable when the
operator acquires the right to charge for use of a public sector asset that it constructs or
upgrades. The amounts are contingent on the extent to which the public uses the service
(demand risk).
The concession arrangements to which Impregilo group is party, thanks to the operators
consolidated on a line-by-line or proportionate basis, fall under the intangible asset model.
The financial asset model is applicable to certain associates, measured at equity.
Recognition of the intangible asset: the intangible asset is recognised during construction of
the infrastructure. The main identified cases are as follows:
a. arrangements that cover the construction of a new infrastructure; the operator recognises
the intangible asset in line with the stage of completion of the construction project. During
construction, the operator recognises revenues and costs in line with IAS 11 - Construction
contracts.
b. arrangements that cover management of an existing infrastructure and its extension or
upgrading against which the operator acquires specific additional financial benefits; the
operator recognises an increase in the intangible asset as the construction services are
provided for these construction and/or upgrade services to be recognised under IAS 11 -
Construction contracts.
c. arrangements that cover management of an existing infrastructure and specific
obligations to extend or upgrade it against which the operator does not acquire specific
additional financial benefits; at initial recognition, the operator recognises a liability equal to
the present value of the forecast outlay for the construction services to be provided in the
future with, as a balancing item, an additional component of the intangible asset for the
contract consideration, which begins to be amortised.
Contractual obligations for the infrastructures efficiency levels: given that the operator does
not meet the requirements for recognition of the infrastructure as Property, plant and
equipment, the accounting treatment differs depending on the nature of the work carried out
and can be split into two categories: (i) work related to normal maintenance of the
infrastructure; (ii) replacement and scheduled maintenance at a future date.
The first category relates to normal ordinary maintenance of the infrastructure, the cost of
which is recognised in profit or loss when incurred, also under IFRIC 12. Given that the
interpretation does not provide for the recognition of the physical asset but of a right, the
second category is recognised in line with IAS 37 - Provisions, contingent liabilities and
contingent assets, which requires: (i) recognition of an accrual to a provision in profit or loss;
and (ii) recognition of a provision for charges in the statement of financial position.
Amortisation of the intangible asset: amortisation of the intangible asset recognised for the
rights acquired under the concession arrangement is calculated in line with paragraph 97 of
IAS 38 - Intangible assets: The amortisation method used shall reflect the pattern in which
the assets future economic benefits are expected to be consumed by the entity. If that pattern
cannot be determined reliably, the straight-line method shall be used.
Financial expenses
Financial expenses relating directly to the acquisition, construction or production of an asset
that requires a fairly long period of time before being available for use are capitalised as part
of the cost of the asset itself. All other financial expenses are recognised as a cost for the
period in which they are incurred.
equity investments in which securities are traded publicly and other fair value indicators
available.
Impairment losses on operating assets are recognised in the statement of income in the cost
category that best reflects the purpose of the asset affected by the impairment loss. This does
not apply to assets that have previously been revalued, where the revaluation has been
recognised in shareholders equity. In this case the impairment loss is recognised in
shareholders equity for an amount equal to the previous revaluation.
At each reporting date, the Group assesses whether there is any evidence that the impairment
loss previously recognised has ceased to apply (or has been reduced) and, if so, estimates the
recoverable value. The value of an asset previously written down may be reversed only where
there have been changes in the estimates on which the calculation of the recoverable value
determined after the recognition of the last impairment loss was based. The reversal may not
exceed the carrying amount that would have been recorded, net of depreciation and
amortisation, had an impairment loss not been recognised in prior periods. This reversal is
recognised in the statement of income unless the asset is not recognised at the revalued
amount, in which case the reversal is treated as a revaluation increase.
Inventories
Inventories are carried at the lower of cost or net estimated realisable value. Cost is
determined by applying the weighted average cost method. The item in question also includes
buildings and assets under construction and held for sale.
Financial assets
IAS 39 makes provision for the following types of financial instruments: financial assets at
fair value in the statement of income, loans and receivables, investments held to maturity and
available-for-sale assets. All financial assets are initially recognised at fair value, plus, in the
case of assets other than those at fair value in the statement of income, ancillary expenses.
The Group determines the classification of its financial assets after initial recognition and,
where appropriate and permitted, reviews this classification at the end of each financial year.
All regular-way purchases and sales of financial assets are recognised on the trade date, or on
the date on which the Group enters into a commitment to purchase the asset. Regular-way
purchases and sales mean all transactions in financial assets involving the delivery of assets
during the period envisaged by the regulations and by standard practice in the market in which
the trade takes place.
Financial assets at fair value through Profit and Loss.
This category includes assets held for trading and assets designated on initial recognition as
financial assets at fair value in the statement of income.
Assets held for trading are all assets purchased with a view to their immediate sale.
Derivatives, including separate derivatives, are classified as financial instruments held for
trading unless they are designated as effective hedging instruments. Gains or losses on assets
held for trading are recognised in the statement of income.
Where a contract contains one or more embedded derivatives, the Group assesses whether the
derivative could be separated from the host contract when it becomes a party to the contract.
The revaluation is carried out only if there are changes in the contractual terms that
significantly alter the cash flows that would be otherwise required.
Investments held to maturity
Financial assets that are not derivatives and that are characterised by fixed or determinable
payments at maturity are classified as investments held to maturity when the Group plans
and is able to hold them until maturity.
Following initial recognition, financial investments held to maturity are measured on the basis
of amortised cost, using the effective interest rate method. Gains and losses are recognised in
the statement of income once the investment is derecognised or following an impairment loss,
as well as through amortisation.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not listed on an active market. Following initial recognition, these assets are measured
on an amortised cost basis using the effective discount rate method net of any provisions for
impairment losses. Gains and losses are recognised in the statement of income when the loans
and receivables are derecognised or following an impairment loss, as well as through
amortisation.
If there is objective evidence that a loan or receivable recognised at amortised cost has been
impaired, the amount of the impairment loss is measured as the difference between the
carrying amount and the present value of the estimated future cash flows (excluding future
losses not yet incurred) discounted at the original effective interest rate of the financial asset
(i.e. the effective interest rate calculated at the initial recognition date). The carrying amount
of the asset will be reduced through the use of a provision. The amount of the loss will be
recognised in the statement of income.
If the amount of the impairment loss is subsequently reduced and this reduction can
objectively be traced to an event occurring after the impairment was recognised, this value
may be reinstated. Any subsequent reversals are recognised in the statement of income,
provided that the carrying amount of the asset does not exceed the amortised cost at the
reversal date.
For trade receivables, provisions for impairment losses are established when there is objective
evidence (such as the probability of the debtor becoming insolvent or having serious financial
difficulties) that the Group will be unable to recover the entire amount due according to the
original terms of the invoice. The carrying amount of the receivable is reduced through
recourse to a special reserve. Receivables subjected to impairment are cancelled once these
are confirmed as irrecoverable.
Available-for-sale financial assets
At each reporting date, the Group assesses whether there are any impairment losses on
available-for-sale financial assets. In the case of equity instruments, this consists of a material
and prolonged reduction in the fair value of the instrument to less than its cost. In the event of
impairment of an available-for-sale financial asset, a value equal to the difference between its
cost (net of the repayment of principal and amortisation) and its present fair value, net of any
previous impairment losses recognised in the statement of income, will be reversed from other
components of comprehensive income to the statement of income. Reversals relating to equity
instruments classified as available for sale are not recognised in the statement of income.
Reversals relating to debt instruments are recognised in other components of comprehensive
income. If the increase in the fair value of the instrument can be objectively attributed to an
event occurring after the loss had been recognised in the statement of income.
Financial liabilities
Loans and interest-bearing finance
Financial liabilities, other than derivative financial instruments, are initially recognised at the
fair value of the payment received, net of the transaction costs that are directly attributable to
the issuance of the financial liability itself; these are subsequently measured at amortised cost,
in other words at the initial value, net of the capital repayments already made, adjusted (up or
down) by the amortisation (using the effective interest rate method) of any differences
between initial value and value at maturity.
Financial liabilities at fair value thought Profit and Loss
Financial liabilities at fair value in the statement of income include liabilities held for trading
and financial liabilities designated at fair value with changes carried in the statement of
income at the time of initial recognition.
Liabilities held for trading are all those acquired with a view to their immediate sale.
Derivatives, including separate derivatives, are classified as financial instruments held for
trading unless they are designated as effective hedging instruments. Gains or losses on
liabilities held for trading are recognised in the statement of income.
Financial guarantees given
Financial guarantees given by the Group are contracts that require an outflow to reimburse the
holder for a loss incurred following a default by a debtor on a payment due at maturity based
on the contractual terms of the debt instrument. Financial guarantee contracts are initially
recognised as liabilities at fair value, plus transaction costs that are directly attributable to the
issuance of the guarantee. Liabilities are subsequently measured at the best estimate of the
outflow required to meet the effective obligation at the reporting date, or, if higher, the
amount initially recognised.
item is recognised as part of the carrying amount of the hedged item and is also recognised in
the statement of income under financial expenses.
With regard to fair value hedges for items recognised according to the amortised cost method,
the adjustment of the carrying amount is amortised in the statement of income over the
remaining period to maturity. The amortisation may begin as soon as an adjustment is made,
but no later than the date on which the hedged item ceases to be adjusted by the changes in its
fair value attributable to the hedged risk.
If the hedged item is cancelled, the unamortised fair value is recognised immediately in the
statement of income.
The Group has no fair value hedges.
Cash flow hedges
The portion of profit or loss on the hedged instrument relating to the effective hedge is
recognised under other comprehensive income in the cash flow hedge reserve, while the
ineffective portion is recognised directly in the statement of income under financial expenses.
Amounts recognised as other comprehensive income are transferred to the statement of
income during the period in which the hedged transaction influences the statement of income,
for example when the financial income or expense is recognised or when a planned sale takes
place. When the hedged item is the cost of a non-financial asset or liability, the amounts
recognised under other comprehensive income are transferred at the initial carrying amount of
the asset or liability.
If the proposed transaction or irrevocable commitment is no longer expected to take place, the
accumulated gains or losses recognised in the cash flow hedge reserve are transferred to the
statement of income. If the hedging instrument reaches maturity or is sold, cancelled or
exercised without being replaced, or if its designation as a hedge is revoked, amounts
previously recognised in the cash flow hedge reserve remain there until the proposed
transaction or irrevocable commitment have an impact on the statement of income.
At the reporting date, the Group had 10 cash flow hedge derivatives outstanding. See Note 39
for more information.
Hedging a net investment in a foreign operation
The hedging of a net investment in a foreign operation, including the hedging of a monetary
item recognised as part of a net investment, are recognised in the same way as cash flow
hedges. Gains or losses on the hedging instrument are recognised under other comprehensive
income for the effective part of the hedge, while the remainder (ineffective) are recognised in
the statement of income. On the disposal of the foreign asset, the accumulated value of such
comprehensive gains or losses is transferred to the statement of income.
The Group does not have any hedges of net investments in foreign operations.
the Group retains the right to receive financial flows from the asset, but has assumed a
contractual obligation to pay them immediately and in full to a third party;
the Group has transferred the right to receive financial flows from the asset and (a) has
substantially transferred all risks and rewards incidental to ownership of the financial asset,
or (b) has neither transferred nor substantially retained all risks and rewards incidental to
ownership, but has transferred control of the asset.
In cases where the Group has transferred the right to receive financial flows from an asset
and has neither transferred nor substantially retained all risks and rewards and has not lost
control over the asset, the asset is recognised by the Group to the extent of its residual
interest therein. The residual interest, which takes the form of a guarantee on the transferred
asset, is measured at the lower of the initial carrying amount of the asset and the maximum
value of the consideration that the Group could be required to pay.
In cases where the residual interest takes the form of an option issued and/or acquired on the
transferred asset (including options settled in cash or similar), the measurement of the
Groups interest corresponds to the amount of the transferred asset that the Group could
repurchase; however, in the case of a put option issued on an asset measured at fair value
(including options settled in cash or using similar instruments), the measurement of the
Groups residual interest is limited to the fair value of the asset transferred or the exercise
price of the option, whichever is lower.
Financial liabilities
A financial liability is derecognised when the underlying obligation is extinguished,
cancelled or fulfilled.
In cases where an existing financial liability is replaced by another from the same provider,
under substantially different conditions, or the conditions of an existing liability are
substantially modified, such exchange or modification is treated as a derecognition of the
original liability and the recognition of a new liability, with any differences between the
carrying amounts recognised in the statement of income.
Employee benefits
The liability relating to short-term benefits guaranteed to employees, paid during the period of
employment, is recognised based on the amount accrued at the end of the reporting period.
Liabilities relating to employment benefits paid during or after the period of employment
under defined benefit plans, represented by the employee termination benefits plan and the
loyalty bonus scheme provided by Article 66 of the national collective agreement of 5 July
1995 for the building industry, are recognised during the vesting period, net of any assets used
to service the plan and advances paid, and are determined based on actuarial assumptions and
recognised on an accrual basis in line with the period of service necessary to qualify for
benefits; the liabilities are measured by independent actuaries.
The method used to measure defined benefit plans is the Projected Unit Credit Method
(PUCM).
With regard to termination benefits, this method consists of calculating the average present
value of obligations under the plan, accrued based on the employees length of service prior to
the measurement date, taking into account the employees future contributions. The
calculation method, applied on an individual basis for the population measured, can be
divided into the following stages: 1) projection of the fund already set aside and future
Consolidated financial statements at 31 December 2013 137
Salini S.p.A. Group
contributions, which will accrue whenever payment takes place; 2) calculation of the probable
payments that will have to be made if the employee leaves the company due to dismissal,
resignation, disability, death or retirement, or in the event of taxes or an advance payment
request; 3) discounting, at the measurement date, of each probable payment; and 4)
recalculation of the probable benefits discounted based on the length of service at the
measurement date, compared with the total length of service whenever settlement takes place.
The same method is used to measure the loyalty bonus, the calculation of which does not
include future contributions from the employee, nor the possibility of advances.
Note that from the 2007 financial year, the Group absorbed the effects of changes introduced
by the 2007 Finance Act and subsequent decrees and regulations relating to the allocation of
termination benefits accrued from 1 January 2007, applicable for companies with an average
of more than 50 employees in 2006. It follows from this that, for Group companies affected
by the changes:
the termination benefits accrued at 31 December 2006 remain a defined benefit plan;
the termination benefits allocated to a supplementary pension from the date of this
option (or at the end of the six-month statutory period, unless otherwise indicated)
represent a defined contribution plan;
the termination benefits allocated after 1 January 2007 to the treasury fund represent a
defined contribution plan.
For termination benefits accrued at 31 December 2006, while maintaining the status of a
defined benefit plan, the calculation method has changed due to the absence of future
contributions; in fact, the liability linked to accrued termination benefits is measured for
actuarial purposes at 1 January 2007 (or the date on which the decision was made to allocate
these to a supplementary pension) without using the Projected Unit Credit Method (PUCM),
since the employee benefits accrued prior to 31 December 2006 (or the date on which the
decision was made to allocate these to a supplementary pension) could be considered almost
entirely vested (with the sole exception of the revaluation) in accordance with paragraph 67(b)
of IAS 19.
Conversely, the accounting treatment of amounts accrued from 1 January 2007 is similar to
that for other contribution payments, both in the case of the supplementary pension option,
and in the event of allocation to the INPS treasury fund.
In addition, in accordance with IAS 19, these changes entail the recalculation of the
termination benefits accrued at 31 December 2006; this recalculation (curtailment, as
defined in paragraph 109 of IAS 19) is essentially based on the exclusion of future payments
and the related assumed increases from the actuarial calculation.
Gains and losses arising from the actuarial calculation for both defined benefit plans are
recognised in comprehensive income during the period in which they occur. These actuarial
gains and losses are classified immediately under retained earnings and are not reclassified in
the statement of income in subsequent periods.
Provisions are recognised at the value representing the best estimate of the amount that the
company would pay to extinguish the obligation or to transfer it to third parties at the
reporting date. If the impact of discounting the value of money is significant, the provisions
are determined by discounting expected future financial flows at a discount rate that reflects
the current market valuation of the time value of money. When the discounting is carried out,
the increase in the provision due to the passage of time is recorded as a financial expense.
Revenues
Revenues other than from work in progress under contract are recognised insofar as it is
possible to determine their fair value reliably and it is probable that the related economic
benefits will materialise. Depending on the type of transaction, revenues are recognised on the
basis of the following specific criteria:
- revenues from sales of goods are recognised when the material risks and rewards of
ownership of the assets are transferred to the buyer;
- revenues from the provision of services are recognised with reference to the stage of
completion of the assets based on the same criteria as for work in progress under contract.
If it is not possible to determine the amount of revenues reliably, this is recognised based
on the costs incurred which are expected to be recovered;
- revenues from lease payments and royalties are recognised during the accrual period,
based on the contractual agreements signed.
Interest revenues (and interest expenses) are recognised based on interest accrued on the value
of the corresponding financial assets and liabilities, using the effective interest rate method.
Dividends received from companies other than subsidiaries, associate companies or joint
ventures are recognised on the vesting of the shareholders right to receive them, following a
resolution by shareholders of investee companies to distribute dividends.
Income tax
This is recognised based on a realistic estimate of the tax expenses due, in accordance with
the prevailing regulations, taking into account any applicable exemptions. The tax rates and
legislation used to calculate the amount are those issued or substantially in force at the
reporting date in countries where the Group operates and generates its taxable income.
The liability for regional income tax (IRAP) and corporate income tax (IRES) to be paid
directly to the tax administration is reported in the statement of financial position under
current liabilities in the Current tax liabilities item, net of payments on account made. Any
positive difference is recognised under current assets in the Current tax assets item.
Deferred and prepaid taxes are calculated using the liability method on temporary differences
between assets recognised in the financial statements and the corresponding values recognised
for tax purposes. Prepaid tax assets are also recognised on tax losses carried forward by the
company.
Deferred tax liabilities are recognised against all taxable temporary differences, except for:
a) when deferred tax liabilities arise from the initial recognition of goodwill or of an asset or
liability in a transaction which is not a business combination and which, at the time of the
transaction itself, has no impact either on net profit calculated for the purposes of the
financial statements, or on profit or loss calculated for tax purposes;
Deferred tax assets are recognised for all deductible temporary differences and for tax assets
and liabilities carried forward, insofar as it is probable that there will be adequate future
taxable income to justify the use of deductible temporary differences and of tax assets and
liabilities carried forward, except for cases where:
- the deferred tax asset associated with the deductible temporary differences derives from
the initial recognition of an asset or liability in a transaction which is not a business
combination and which, at the time of the transaction, has no influence either on net profit
calculated for the purposes of the financial statements, or on profit or loss calculated for
tax purposes;
- with reference to taxable temporary differences associated with equity investments in
subsidiaries, associate companies and joint ventures, deferred tax assets are recognised
only to the extent that it is probable that the deductible temporary differences will be
reversed in future and there is adequate taxable income against which the temporary
differences could be used.
Prepaid tax assets are recognised when their recovery is deemed probable, based on the
estimated future availability of sufficient taxable income for the realisation of the prepaid
taxes themselves. The recoverable nature of the prepaid tax assets is reviewed at each
reporting date.
Deferred tax assets and liabilities are measured based on the tax rates expected to apply to the
financial year in which such assets are realised or liabilities extinguished, considering the
prevailing rates and those already published or substantially published at the reporting date.
Current taxes relating to items recognised outside profit and loss are recognised in
shareholders equity or in the statement of comprehensive income in line with the recognition
of the item to which they relate. Deferred tax assets and liabilities are offset, when there is a
legal right to offset current tax assets against current tax liabilities and the deferred taxes
relate to the same fiscal entity and the same tax authority.
Exchange rate differences relating to non-monetary items receive the accounting treatment
(statement of income or shareholders equity) provided for changes in value of such items.
The rules for the translation of financial statements expressed in foreign currency are as
follows:
- assets and liabilities included in the financial statements, even if only for comparison
purposes, are translated at the exchange rate in force on the reporting date;
- costs and revenues and income and expenses included in the financial statements, even if
only for comparison purposes, are translated at the average exchange rate for the reporting
period, or at the exchange rate on the date of the transaction, if this differs significantly
from the average rate;
- components of shareholders equity, excluding net profit, are converted at historical
exchange rates;
- the translation reserve contains both exchange rate differences generated by the
conversion of amounts at a different rate from the closing rate, and those generated from
the translation of shareholders equity at a different exchange rate from the rate used at
year-end;
- exchange rate differences arising from conversion are recognised in the statement of
comprehensive income.
The exchange rates in use at 31 December 2013 were as follows (source: Bank of Italy):
Standards and interpretations approved during 2013 not adopted in advance by the
Group
IFRS 10 aims to provide a single guiding standard to follow for the preparation of
consolidated financial statements, stipulating control as the basis for the consolidation of all
types of entities. In effect, IFRS 10 replaces IAS 27 Consolidated and separate financial
statements and SIC Interpretation 12 Special purpose vehicles.
IFRS 11 establishes the accounting standards for entities which are part of joint control
agreements and replaces IAS 31 Interests in joint ventures and SIC 13 Jointly Controlled
Entities Non-Monetary Contributions by Venturers.
IFRS 12 combines, reinforces and replaces the disclosure obligations of subsidiaries,
agreements for joint control, associate companies and non-consolidated structured entities.
Following these new IFRS, the IASB also issued an amended IAS 27, which will only involve
the separate financial statements and an amended IAS 28 in order to incorporate the
introductions of IFRS 11 on the subject of joint venture entities.
The new standards will be applied from the start date of the first financial year beginning after
1 January 2014.
In light of the pronouncements expected from the relative authorities and technical bodies,
assessments of the possible economic and financial effects on the consolidated accounts of the
new standards are being conducted, with special reference to IFRS 11.
4. Seasonality of business
The Groups business is not subject to seasonality, and thus the supplemental financial
disclosure required by IAS 34.21 is not provided for performance in the twelve months
ending on the date that these condensed consolidated interim financial statements were
presented.
The preparation of the consolidated financial statements and accompanying explanatory notes
in accordance with IFRS requires the management to make estimates and assumptions based
on subjective opinions, past experience and reasonable and realistic assumptions in view of
the information known at the time of the estimate. These estimates have an impact on the
values of the assets and liabilities and information relating to contingent assets and liabilities
at the reporting date, as well as on the amount of revenues and costs for the period under
review. The actual amounts could be significantly different, following possible changes in the
factors used to determine such estimates. Estimates are periodically reviewed.
The estimates and assumptions used in the preparation of these consolidated financial
statements are set out below:
Provision for The recoverability of receivables is measured by taking into account the risk of non-payment, ageing and
impairment losses bad debts recognised in the past for similar types of receivables.
on receivables
Intangible assets The recoverability of the amount recognised in the statement of financial position is evaluated through
and Equity impairment tests to detect if there are any indicators of impairment. See Note 19 and 20 for details on the
investments assumptions used.
Provisions, Provisions linked to legal disputes, arbitration and tax disputes are the result of a complex estimation
contingent liabilities process which is partly based on the probability of losing the case. Provisions linked to employee
and employee benefits, particularly termination benefits, are determined based on actuarial assumptions; changes in
benefits these assumptions could have a material impact on these provisions.
Revenues from A significant part of the Groups activities is typically carried out on the basis of contracts that involve a
work in progress payment determined when the contract is awarded. This means that the margins on contracts of this type
could change compared with the original estimates, depending on the recoverability or otherwise of the
additional expenses and/or costs that the Group could incur during the performance of the contracts.
Income tax Income tax (current and deferred) is calculated in each country in which the Group operates based on a
prudent interpretation of the prevailing tax legislation. This process at times involves complex estimates
to determine taxable income and deductible and taxable temporary differences between carrying
amounts and taxable amounts. In particular, prepaid tax assets are recognised insofar as it is probable
that a future taxable income will be available against which they can be recovered. The measurement of
the recoverability of prepaid tax assets, recognised in relation both to tax losses that can be used in
subsequent periods and deductible temporary differences, takes into account the estimate of future
taxable income and is based on conservative tax planning.
Derivatives and The fair value of derivatives and equity instruments is determined both on the basis of values recognised
equity instruments on regulated markets or quotations supplied by financial counterparties, and based on valuation models
that also take into account subjective valuations such as estimated cash flows, expected price volatility,
etc.
Goodwill See Note 6 for details of the estimates used to measure the recoverability of goodwill and any evidence
of impairment.
economic substance of the transactions; and are neutral, prepared on a prudent basis and
complete in all material respects.
6. Business combinations
Difference
Initial
Final between fin. rec.
provisional
(Values in /000) recognition at at 31/12/2013 and
recognition at
31/12/2013 prov. rec. at
01/04/2013
01/04/2013
Net cash acquired with the subsidiary (included in cash flows from investment
activities) 1,321,498
Consideration paid for the acquisition (1,299,139)
Net cash flow for the acquisition 22,359
The value of the badwill has been calculated solely for the portion attributable to the Salini
Group on the basis of the net assets acquired after elimination of goodwill stated in the
consolidation of Impregilo, taking into account the related tax effects. This amount, of
292,739 (of which 212,345 already recognised in the Interim Financial Report at 30 June
2013), was recognised in the income statement under financial income (loss).
The main changes in value compared to the amounts stated in the Interim Financial Report of
the Salini Group at 30 June 2013 are shown below by item:
The 35,452 increase in intangible assets is attributable to:
o The elimination of goodwill relating to Shanghai Pucheng, amounting to 18,515,
as it did not constitute an identifiable asset on the basis of IFRS 3 .11;
o The positive difference of 12,029 between the fair value of the Parking
Glasgow concession and the book value of the operator IGL Parking Glasgow;
o The valuation of portfolio of work in hand at 31 March 2013, calculated by
discounting the expected margins (solely for the contracts with positive margin at
the measurement date), adjusted according to the specific remaining project risk.
The specific remaining risk has been assumed on the basis of the historical
volatility of the project margin correlated against the remaining progress; this
effect is a positive 41,938
Equity investments increased by 14,546, due to the net effect of
o the fair value adjustment, with a negative effect of (2,386), of the OCHRE
Solutions sub loan vs Impregilo International (OCHRE is measured according to
the equity method)
o the difference between the book value (equity) and the fair value of the
concessions held by Ochre and IGL Wolverhampton with a positive effect
totalling 16,932
the amounts due to clientsincreased by 45,639 due to the valuation of the adjusting
events occurring during the period after 1 April 2013
other current assets, net of the reclassification of 4,527 to trade receivables, increased by
1,375 due to the overall measurement of the fair value of the receivable due from
Puentes de Litoral with a negative adjustment of (1,013), and the measurement of
the fair value of the Sub Loan of Impregilo International vs OCHRE Solutions with a
positive effect of 2,388
non-current assets held for sale increased by 35,800, equal to the recognition at 1 April
of the update of the value of the compensation claims relating to costs not depreciated at
15 December 2005 for the former RDF plants and for the component relating to legal
interest
post-employment benefits decreased by 181 due to the measurement of fair value
net financial indebtedness deteriorated by (20,199), due to the measurement at fair value
on the outstanding financial payables and receivables
net tax liabilities decreased by (24,235) as a result of the different values allocated to the
other assets and liabilities identified, as listed above.
As reported above, some values have been recognised, such as amounts due from clients,
amounts due to clients and non-current assets held for sale, to reflect new information
obtained about facts and circumstances that existed at the acquisition date. These values have
been included in the financial statements of the subsidiary Impregilo during 2013. Therefore,
in these consolidated financial statements at 31 December 2013, appropriate adjustments have
been made in order to correctly state the income statement and statement of financial position
items.
The tables below show the impacts on profit or loss and equity of the changes in value
resulting on the completion of the purchase price allocation (column Profit from PPA) and
reversal of the values included in the financial statements of the subsidiary Impregilo from 1
April to 31 December 2013, relating to those circumstances (PPA deduction) column:
(Values in /000) Profit from PPA PPA deduction Net effect PPA
Cash and cash equivalents 0
Current financial assets 0
Non-current financial assets (13,029) (13,029)
Current financial liabilities 2,795 (2,786) 9
Non-current financial liabilities (9,965) 571 (9,395)
Net financial payables/receivables (G) (20,199) (2,215) (22,414)
Shareholders Equity 80,395 (45,583) 34,811
Minority interests 8,165 (6,480) 1,684
Shareholders Equity (H) 88,559 (52,063) 36,496
Total Sources (I=G+H) 108,758 (49,848) 58,910
As shown in the table above, the purchase price allocation had a net positive effect on Group
shareholders equity of 34,811. As a result the total effect, which includes the recognition of
the profit resulting from the provisional purchase price allocation, of 212,345, recognised at
30 June 2013, amounts to 247,156.
Since the acquisition date, Impregilo S.p.A. has contributed 1,808,626 to Group revenues
(1,779,235 after the effects described above) and 146,532 to the pre-tax profit (loss) from
continuing operations (115,748 after the effects described above). If the business
combination had been effective from 1 January 2013, the revenues from continuing operations
would have been 2,328,277 and the pre-tax profit (loss) from continuing operations would
have amounted to 161,159.
The purchase price was a total of 4.9 million, paid in full upon signature of the agreement.
The table below show the value of Impregilos share in the balance sheet of S.A.BRO.M. at
the time of acquisition and the corresponding fair value set preliminarily at the acquisition
date for the Purchase Price Allocation (PPA) process:
Bank loans and borrowings due within one year (3,960) (3,960)
Trade payables (1,245) (1,245)
Other current liabilities (1) (1)
Goodwill (1,157)
(Values in /000)
Total 3,793
7. Segment reporting
The operating segments subject to reporting have been determined based on the reporting
used by senior management to take decisions on the allocation of resources and performance
evaluation. Segment performance is measured based on profit or loss. This reporting is based
specifically on the different geographical areas in which the Group operates and is determined
using the same accounting standards used for preparing the consolidated financial statements.
(Values in /000)
Revenues 627,339 574,691 156,844 390,987 850,382 866,063 3,063 (135,549) 3,333,820
Other revenues 33,876 6,771 333 7,197 10,886 18,381 4,579 9,818 91,841
Total Revenues 661,215 581,462 157,178 398,184 861,268 884,444 7,642 (125,731) 3,425,661
Costs of production (522,833) (529,774) (129,214) (325,814) (548,462) (608,317) (9,233) 87,240 (2,586,409)
Value added 138,382 51,688 27,964 72,370 312,806 276,126 (1,591) (38,492) 839,253
Personnel costs (109,385) (45,771) (22,245) (53,354) (87,878) (147,806) (806) 7,803 (459,443)
Other operating costs (35,252) (3,222) (584) (2,308) (6,119) (18,073) (22) 2,269 (63,313)
EBITDA (6,256) 2,694 5,134 16,709 218,809 110,247 (2,420) (28,420) 316,497
Depreciation and amortisation (12,962) (2,248) (727) (24,633) (62,543) (51,060) (14) 1,674 (152,514)
Allocation to Provisions 0
EBIT (17,619) (1,128) 4,407 (14,308) 156,030 49,450 (2,434) (26,746) 147,653
Total of Financial Area and of Equity
investments 476,983 16,478 (610) (15,003) (8,896) (35,147) (772) (291,609) 141,422
Pre-tax profit/(loss) 459,364 15,350 3,797 (29,311) 147,134 14,303 (3,206) (318,355) 289,075
Taxes (37,342) (4,574) (1,611) (2,381) (10,299) (2,036) 488 14,521 (43,234)
Profit/(loss) from continuing operations 422,022 10,776 2,186 (31,692) 136,835 12,267 (2,719) (303,834) 245,841
Net Profit 356,467 10,776 2,186 (31,692) 136,835 12,267 (2,719) (326,419) 157,701
Profit/(loss) attributable to the Group 361,871 10,776 2,186 (31,710) 136,527 12,067 (2,719) (322,053) 166,944
(Values in /000)
Property, plant and equipment and Investment property 47,331 12,439 4,425 67,295 234,575 160,437 36 (7,516) 519,021
Other non-current assets 19,487 955 1,285 140 3,469 5,382 0 902 31,621
Total fixed assets (A) 1,680,990 (83,736) 5,710 67,461 238,219 169,397 36 (1,300,940) 777,137
Amounts due from clients 325,933 72,014 3,698 98,546 333,275 448,944 0 0 1,282,410
Amounts due to clients (111,448) (238,235) (2,716) (152,761) (1,001,225) (377,696) 0 0 (1,884,083)
Trade receivables 863,582 178,108 27,479 94,402 501,534 530,521 3,408 (564,518) 1,634,515
Other current assets 38,161 54,699 9,080 (75,329) 237,107 112,296 102 5,698 381,814
Net tax assets (liabilities) 108,477 (25,677) (1,748) 1,812 (24,934) 48,396 741 (1,812) 105,254
Subtotal 1,244,051 41,352 35,792 (21,087) 198,284 821,915 4,251 (560,632) 1,763,927
Trade payables (133,739) (267,516) (18,333) (128,813) (249,981) (859,264) (3,905) 484,268 (1,177,283)
Other liabilities (199,640) (3,764) (2,838) (9,090) (15,592) (74,860) (140) 56,280 (249,644)
Subtotal (333,379) (271,281) (21,171) (137,903) (265,572) (934,124) (4,045) 540,548 (1,426,927)
Operating Working Capital (B) 910,672 (229,928) 14,622 (158,989) (67,289) (112,209) 206 (20,084) 337,000
Provisions for risks and charges (276,638) (2,048) (554) (1,393) (5,899) (5,687) 0 188,589 (103,629)
Total provisions (E) (289,932) (2,693) (554) (2,111) (6,548) (12,439) 0 188,589 (125,688)
Net Invested Capital (E=A+B+C+D+E) 2,275,801 (316,358) 19,778 (93,639) 164,382 44,749 242 (870,963) 1,223,991
(Values in /000)
Cash and cash equivalents 411,599 387,236 9,190 123,729 97,834 102,330 490 11 1,132,419
Current financial assets 457,255 131,939 0 1,465 69,665 2,022 0 (429,817) 232,529
Current financial liabilities (251,671) (8,458) (600) (60,983) (115,068) (196,148) (1,028) 192,109 (441,846)
Non-current financial liabilities (1,017,937) (167,875) 0 (1,867) (69,983) (43,341) 0 (2,737) (1,303,740)
Net financial payables/receivables (F) (369,924) 373,591 8,601 63,974 (17,161) (135,136) (534) (255,120) (331,708)
Shareholders Equity 1,894,522 57,234 28,379 (29,665) 146,808 (93,586) (291) (1,304,243) 699,157
Shareholders Equity (G) 1,905,875 57,234 28,379 (29,665) 147,221 (90,388) (291) (1,126,083) 892,282
Total Sources (H=F+G) 2,275,799 (316,358) 19,778 (93,639) 164,382 44,749 242 (870,963) 1,223,990
8. Revenues
Revenues for the year came to a total of 3,425,661, up 2,210,781 over the previous year:
Work invoiced to clients includes contractual revenues deriving from production carried out
during the year, measured using the stage of completion method. The contribution of the main
contracts is disclosed in the notes on amounts due from/to clients .
The change of 2,159,635 was mainly attributable to the contribution of the Impregilo Group
of 1,808,626. The increase in the volume of revenues relates to the Construction segment
relating to the progress on the motorway work in Italy particularly regarding the work for the
Pedemontana Lombarda motorway and the Milan outer east by-pass and the work for the
construction of the High-speed/capacity Milan-Genoa Railway. This increase for the
Construction segment was offset in the reduction in the revenues in the domestic area due to
the substantial completion of contracts underway.
For activities abroad there was an increase in production in South America (Panama,
Colombia) and also in Ukraine and Belarus (the latter recorded new acquisitions that will
only come into full operation during 2014) which offset the reduction in turnover on the
Venezuela, South Africa, United Arab Emirates and Romania contracts.
Other revenues and earnings came to a total of 91,841, as shown in the table below:
31 December %
(Values in /000) 2013 of Revenues
The Company realised a gain for the year of 17,846, consisting of about 1,598 from
disposal of assets and 16,248 from the impact of the business combination with the
Impregilo Group described in Section 6 Business Combinations.
Under the item Other Revenues the Company entered the amount 4,551, representing the
amount awarded to it by the Council of State, which, in a ruling issued on 10 December 2013,
filed on 20 February 2014, upheld the grounds for the appeal brought by ATI Salini S.p.A.
(former Salini Costruttori S.p.A.) Todini S.p.A, regarding the failure to award the planning
and execution of the Itinerario E 78 Grosseto-Fano - Tratta Grosseto-Siena (SS 223 di
Paganico), dal km. 30+040 al km. 41+600 contract, for a tender amount of 217,783. The
entry of this income item, supported by an appraisal by an external legal counsel that has
assisted in the dispute, complies with the provisions of IAS 10 Events after the reporting
period - 3 and IAS 37 Provisions, contingent liabilities and contingent assets 35, as the
Company considered the asset and the consequent income resulting from the above ruling
to be certain. The contribution of the Impregilo Group at 31 December 2013 was 52,812 and
there was an increase in the items recovery of costs and prior year income mainly relating to
the Construction segment, linked to the increase in activities carried out.
9. Cost of sales
The cost of sales amounts to 615,068 and is composed of:
Chan
Year Year
ge
(Values in /000) 2013 2012
The increase in the cost of sales for raw materials of 430,593 was mainly attributable to the
contribution of the Impregilo Group, which at 31 December 2013 came to 276,968.
Cost of services increased by 1,167,339 and the Impregilo Group contributed 922,363. The
breakdown of the item cost of services at 31 December 2013 is provided below:
2013 % of revenues
Subcontracts represented 30.2% of revenues and mainly related to the contribution of the
Group.
Year
%
(Values in /000) 2013 of Revenues
(Values in /) 2013 %
Financial income
% of Total
(Values in /000) 2013
Revenues
Contributions/interest on financing 705 0.0%
Bank interest receivable 10,529 0.3%
Leases 278 0.0%
Income from equity investments 8,030 0.2%
Other revenues and earnings 22,726 0.7%
TOTAL FINANCIAL INCOME 42,268 1.2%
Financial expenses
% of
(Values in /000) 2013
Total Revenues
% of Total
(Values in /000) 2013
Revenues
Realised exchange gains 210,292 6.1%
Unrealised exchange gains 19,362 0.6%
Realised exchange losses (154,843) -4.5%
Unrealised exchange losses (50,451) -1.5%
TOTAL EXCHANGE RATE GAINS (LOSSES) 24,360 0.7%
Exchange gains and losses from currency translation differences (unrealised) show the
adjustment of foreign currency receivables and payables to year-end exchange rates.
For more information see the note on equity investments and the section on business
combination.
Details of the current, deferred and prepaid taxes are provided below:
December December
Change
(Values in /000) 2013 2012
Current regional income tax (IRAP) for the period 7,910 2,077 5,833
Current corporate income tax (IRES) for the period 48,554 6,792 41,752
Foreign current taxes 1,316 9,612 (8,296)
Prior period taxes 2,108 5,775 (3,667)
The following table contains a breakdown of deferred tax assets and liabilities:
A) Recalculation of taxes upon reversal of deductible temporary differences (positive temporary differences)
B) Recalculation of taxes upon reversal of taxable temporary differences (negative temporary differences)
As shown in the statement, comprehensive income for the period differs from net income for
the period by (1,585), of which 140 attributable to non-controlling interests; this is due to:
These total 519,021, an increase compared with the amount at 31 December 2012 of
188,774. The breakdown and changes in this item are shown below.
Industrial
Land and Plant and and Other Leased Work in
Vehicles TOTAL
buildings machinery commercial assets assets progress
equipment
(Values in /000)
Balances at 31 December 2012 37,648 268,279 121,852 68,750 20,114 220,762 12,356 749,761
Impregilo Acquisition 1 April 2013 75,784 234,398 84,894 59,578 33,720 85,507 7,143 581,024
Exchange rate adjustment (4,694) (22,508) (5,660) (2,187) (408) (4,741) (448) (40,644)
Investments
9,815 40,947 17,113 18,357 2,582 57,423 5,264 151,501
Disposals (2,698) (21,736) (7,112) (6,153) (1,198) (34) (10,557) (49,487)
Repurchase of leased assets 0 2,492 0 335 (1) (2,951) 0 (125)
Reclassification under non-current assets
held for sale (2,843) (26,404) (11,871) (9,088) (4,656) (95,704) (467) (151,033)
Other changes
(5,363) (31,566) (1,844) 824 (42) (2,130) (3,330) (43,451)
Historical cost at 31 December 2013 107,648 443,903 197,373 130,416 50,110 258,132 9,962 1,197,544
Disposals
803 16,755 5,391 4,391 1,121 15 0 28,476
Repurchase of leased assets 0 (1,623) 0 (249) 0 2,039 0 167
Reclassification under non-current assets
held for sale 1,705 16,284 8,516 7,704 3,883 70,055 0 108,148
Other changes 3,217 26,873 555 1,304 232 (22) 0 32,159
Net amount at 31 December 2012 26,279 96,234 39,063 17,875 6,989 131,451 12,356 330,247
Net amount at 31 December 2013 54,669 158,169 64,388 41,668 11,668 178,498 9,962 519,021
The most significant changes for the period can be summarised as follows:
- the increase in the item Land and buildings in the net amount of about 28,390
mainly to the consolidation of the subsidiary Impregilo Group, which contributed a net
amount of 35,854.
- the net increase in the items Plant and machinery and Vehicles of about 87,260
mainly refer to the consolidation of the subsidiary Impregilo Group, which contributed
a net amount of 147,299. The overall decrease, net of Impregilos contribution, was
the combined result of capital expenditure for foreign contracts and in particular of the
Impregilo Group in the Construction segment for hydroelectric plants in Colombia, for
widening the Panama Canal and infrastructure work in the US related to the
Consolidated financial statements at 31 December 2013 165
Salini S.p.A. Group
construction of the Gerald Desmond Bridge, and depreciation provisions for the
period;
- net increase in the item Industrial and commercial equipment totalling 23,793 of
which 30,403 related to the consolidation of the Impregilo Group.
Total depreciation of the period came to 145,998.
Disposals during the period mainly consisted of disposals of assets related to contracts being
wound up;
These same items include 178,498 in production assets under finance leases net of the
related accumulated depreciation, classified under Property, Plant and Equipment in
accordance with IAS 17.
The balance of fixed assets under construction is mainly due to new fixed assets and the
inclusion of the production cycle of capital equipment designed for foreign work sites.
Researc Assets in
Concessi
h, course of
Start-up Intellectu ons, Rights to
develop Contract construc
and al licences infrastruct Good
(Values in /000) ment acquisitio Other tion and Total
expansion property and ure under will
and n costs payment
costs rights tradema concession
advertisi s on
rks
ng costs account
Balances at 31 December 2012 0 55 1,271 291 0 0 0 265 2,039 3,922
Impregilo Acquisition 1 April
0 0 3,241 0 35,865 46,731 56,386 0 0 142,223
2013
Purchases and capitalised costs 0 0 325 6 2,259 15,004 548 0 0 18,142
Disposals 0 0 0 0 0 0 0 0 0 0
Reclassifications 0 0 (197) 0 0 0 0 0 0 (197)
IFRS 5 reclassifications 0 0 0 0 0 0 0 (265) (2,039) (2,304)
Exchange rate gains (losses) 0 0 (111) 0 (1,483) 0 20 0 0 (1,574)
Change in consolidation scope 0 0 0 0 39,827 0 0 0 0 39,827
Other changes 0 (55) 0 0 0 0 0 0 0 (55)
Historical cost at 31 December
0 0 4,529 297 76,468 61,735 56,954 0 0 199,984
2013
The net increase of 162,641 compared with the balance transferred at 31 December 2012 is
due to the consolidation of Impregilo Group, (see Section 6 of this Document for more
details).
Contract acquisition costs include considerations paid for the purchase the business units
railway high speed/capacity by Impregilo in previous years, with a carrying amount as at 31
December 2013 of 44.9 million. These assets have a finite life and are amortised in line with
the stage of completion of the related contracts calculated using the cost to cost method. On
19 September 2013 an additional 10% stake was acquired in Consorzio COCIV, the General
Contractor for the construction of the Terzo Valico dei Giovi section of the high
speed/capacity Milan - Genoa railway line.
The impairment test of the item Equity investments, carried out also to assess any reversals
of previously recognised impairment losses, has been carried out on a caseby-case basis,
considering the specific objectives pursued by each investee during the performance of their
operating activities.
83 million related to current accounts with the parent company Salini Costruttori
S.p.A. classified under current financial assets;
63.4 million relating to the receivable resulting from the sale of the equity
investment in the Chinese-registered company Shanghai Pucheng Thermal Power
Energy Co. Ltd. (Shanghai Pucheng) to third parties by Impregilo International
Infrastructures N.V.; an equity investments, amounting to 50% of the equity of
Shanghai Pucheng, engaged in the waste treatment industry.
Derivative assets include the reporting-date fair value of currency hedges.
The following tables set out the characteristics of the derivative assets existing at 31
December 2013, showing the company owning the contract and the related fair value at the
reporting date:
Total 1,016
The Impregilo Group, which was fully consolidated on 1 April 2013, resulted in the
absorption of other current assets totalling 247 million. This item mainly comprises FIBEs
receivables, classified under miscellaneous debtors, of 71.3 million from the public bodies
involved in managing the waste emergency in Campania. See the section on Non-current
assets held for sale in the Directors report for more information about this complicated
situation and the directors related assessments.
Miscellaneous debtors also includes an amount of 8.3 million for an interesting bearing
restricted deposit, held with a leading financial institution, for the purchase of shares of the
company Collegamenti Integrati Veloci C.I.V. S.p.A, concluded with the agreement signed
on 25 November 2013 and subject to certain conditions precedent.
Consolidated financial statements at 31 December 2013 170
Salini S.p.A. Group
Miscellaneous debtors also includes the claims for compensation due to Impregilo S.p.A.
from the original lessor of the building currently housing its registered office following the
outcome of the dispute with the lessor of the Sesto San Giovanni (Milan) building where
Impregilo had its registered office until 2009. The latter lessor had challenged the existence of
just cause which Impregilo cited as the reason for its early termination of the lease, originally
due to expire in 2012. The lessor claimed its right to the entire lease payment, including
default interest, from the date of termination to the original expiry date. On the other hand, the
lessor of the building in which Impregilo currently has its registered office had signed an
agreement with Impregilo whereby, should a dispute arise with the previous lessor and should
this dispute give rise to a payable for Impregilo of more than 8 million, it would cover the
sum exceeding 8 million. Given that, after the first stage of the dispute, Impregilo was found
to owe the lessor of the Sesto San Giovanni building 14.7 million, it has recognised 6.7
million (being the compensation obligation described above) as a receivable in its statement
of financial position at 31 December 2012.
Receivables from other companies of 19,735 million mainly included receivables from
partners Acciona and Ghella S.p.A. in the temporary partnership established with Salini
S.p.A. (former Salini Costruttori S.p.A.) to execute the TAV/San Ruffillo contract
amounting to 18,625.
Prepayments and accrued income, amounted to a total of 69.3 million. The item mainly
consisted of commissions on sureties and insurance which will be recognised in profit or loss
in future periods based on the stage of completion of the related contracts. The change is
recognised during the year was attributable to the absorption of the Impregilo Group at 1
April 2013.
23. Inventories
Inventories total 244,016, as shown in the following table:
Italy 19,346 8%
EU excluding Italy 444 0%
Non-EU 0 0%
Asia 12,244 5%
Africa 152,528 63%
America 59,454 24%
Oceania 0 0%
Total Eliminations 0 0%
The acquisition of the Impregilo Group on 1 April 2013 resulted in the full absorption of
83,500 for the inventories of raw materials, finished products and payments on account.
The largest items and changes occurring during the period for Inventories are broken down
below:
- raw materials, ancillary materials and consumables rose by 57,804 and, more
specifically, the acquisition of Impregilo contributed a net amount of 64,934. This
item is mainly made up by materials and goods for resale to be used in the Impregilo
Groups foreign projects in the construction segment in Venezuela, Colombia, Panama
and the US. We also note the decrease of (30,154) due to the reclassification of the
inventories at 31 December 2013 of the Todini Group in accordance with IFRS 5. The
remaining change of 23,024 was mainly due to: the decrease in procurement in
Uganda, by 1.5 million, due to the closing of contracts in Kazakhstan, by 4.9
million, due to the progressive approach towards the conclusion of the works; the
increase in procurement in Ethiopia, by 26.5 million, due to the full operation of the
existing contracts and the increase in procurement in Sierra Leone, by 1.6 million,
due to the start-up during 2013 of the Matatoka-Sefadu contract and variation orders
on the already existing contracts;
- real estate projects, originating exclusively from the acquisition of Impregilo,
amounting to 14.1 million at 31 December 2013, mainly relate to the real estate
project for a net value of 11.6 million (net of the related allowance of 7.8 million)
Consolidated financial statements at 31 December 2013 172
Salini S.p.A. Group
for the construction of a trade point in Lombardy. Although the project had not yet
been fully launched at the reporting date, considering the current zoning provisions
implemented by the relevant authorities, the directors deemed its carrying amount
adequate, based also on an appraisal prepared in 2013 by an independent expert.
The increase for the period was for work performed by the Impregilo Group in relation to
railway projects in Venezuela, work for the widening of the Panama Canal, lots 5 and 6 of the
A3 Salerno-Reggio Calabria motorway, work related to hydroelectric plants in Colombia,
work related to the Orastie-Sibiu motorway in Romania and the Cultural Centre Project of the
subsidiary Salini Nigeria Ltd.
Contract work in progress of the Construction segment mainly relates to railway work in
Venezuela (230.7 million, with production of 173.6 million), work on Lots 5 and 6 of the
A3 Salerno-Reggio Calabria motorway (73.1 million, with production of 106 million),
work to widen the Panama Canal (167.0 million, with production of 354.2 million), work
on the hydroelectric plants in Colombia (47.8 million, with production of 241.1 million),
work on the Orastie-Sibiu motorway in Romania (22.2 million, with production of 36
million) and work on the Red Line North Underground in Qatar (9.0 million, with
production of 9.0 million) .
The Construction segments contract work in progress includes 61.8 million for the nearly
completed contracts of Imprepar S.p.A..
With regard to the ongoing railway projects in Venezuela, the company does not consider
there to be a probable risk regarding the recovery of the assets being used, although recovery
normally takes much longer than in other geographical segments. The contracts are of a
strategic nature for the country and the current contractual relationships reasonably allow the
Group to assume that the assets will be realised, as reflected in its measurement of the
individual contracts.
Reference should be made to the Directors report (the section on risk areas for the
Construction segment) for details of the Bridge crossing the Messina Strait and roadway and
railway connectors from Calabria to Sicily. At the reporting date, contract work in progress
is worth 21.2 million.
As disclosed in earlier sections of these notes about the groups operations in Libya, contract
work in progress in this country amounts to 103.6 million.
Contract work in progress of the Engineering & Plant Construction segment mainly relates
to the Kuwait and United Arab Emirates desalination plants which had nearly been
completed in 2012.
The following table contains an analysis of the geographical breakdown of the items:
Amounts due to clients within 12 months, shown in the statement of financial position under
current liabilities, totals 1,249,416, up by 830,880 compared with the balance transferred at
31 December 2012.
This item breaks down as follows:
31 December
(Values in /000) 31 December 2013 Change
2012
Contract work in progress recognised under liabilities is the negative net balance, for each
contract, of work performed to date and progress billings.
The Construction segment negative balance relates mainly to the contracts for Lake Mead
(USA) (44.5 million, with production of 47.7 million); the San Francisco central subway
(USA) (7.1 million, with production of 34.7 million); the Gerald Desmond Bridge in
California (USA) (16.6 million, with production of 15.7 million); and Lots 2 and 3 of the
Abu Dhabi hydraulic tunnel (11.0 million, with production of 74.7 million).
The contractual advances mainly relate to the Construction sector and specifically, to the
widening of the Panama Canal (218.3 million); Colombia (56.1 million); Saudi Arabia
(69.5 million); Qatar (32.1 million); and Venezuela (6.2 million). The item also includes
advances of 162.5 million, received for the operations in Libya (more details regarding the
situation in Libya are provided above in these Explanatory notes.
The Engineering & Plant Construction negative WIP balance relates to progress (production
net of progress payments and advances) on FISIA Babcocks contracts in the waste-to-
energy sector and FISIA Italimpiantis contract in Qatar.
The following table contains an analysis of the geographical breakdown of the items:
31 December
(Values in /000) 31 December 2013 Change
2012
Contractual advances
The most significant amounts within contractual advances after 12 months include Etiopia
GERDP (392 million), CMT Cityringen (75 million), Salini Nigeria (143 million), and
Salini Malaysia (16 million).
The following table contains an analysis of the geographical breakdown of the items:
The acquisition of the Impregilo Group on 1 April 2013 resulted in the full absorption of
1,168,118 of trade receivables after the provision for impairment losses on trade receivables.
The figure for receivables from customers relates to amounts due from clients for invoices
issued and for work performed and approved by customers but still to be invoiced. As can be
seen in the table above, the overall change of 1,143,830 in this item reflects the
consolidation of the Impregilo Group. The change in this item, net of the acquisition, would
have been a decrease of 24,288, mainly relating to the progress on the main contracts.
Receivables from subsidiaries and associates mostly arise on commercial and financial
transactions with companies not consolidated by the Group. In particular, this item also
includes 226.8 million due to FIBE from the Campania municipalities for its management
services provided under contract until 15 December 2005 and the subsequent transition
period. See the section on Non-current assets held for sale in the Directors report for more
information about this complicated situation and the directors related assessments.
The provision for write-down of default interest amounting to 60,117 at 31 December 2013
reflects the acquisition of the Impregilo Group, which contributed an amount of 61,533on 1
April 2013. The table below shows the changes in this provision:
The provision for impairment losses had a balance at the end of the year of 42,526. This
provision increased by 36,055 during the period as shown in the table below:
Balance at Balance Release of Balance
Balance at Allocation Change in Reclassifications
31 Sheet use provision at 31
1 April IFRS 5 to consolidation and exchange
December of the to Income December
2013 reclassifications provisions provision scope differences
(Values in /000) 2012 Statement 2013
Other indirect taxes include withholdings of 7.8 million paid by the Icelandic branch on the
remuneration paid to foreign temporary workers involved in the building site. A dispute arose
with the local tax authorities about the party required to act as the withholding agent for the
remuneration of foreign temporary workers at the building site. Impregilo was firstly wrongly
held responsible for the payment of the withholdings on this remuneration, which it therefore
paid. Following the definitive ruling of the first level court, the companys claims were fully
satisfied. Nevertheless, the local authorities subsequently commenced a new proceeding for
exactly a similar issue. The Supreme Court rejected the companys claims in its ruling
handed down in February 2010, which is blatantly contrary to the previous ruling issued in
2006 on the same matter by the same judiciary authority. The company had expected to be
refunded both the unduly paid withholdings of 6.9 million (at the original exchange rate)
and the related interest accrued to date of 6.0 million. Impregilo had prudently impaired the
interest amount in previous years, despite a previous local court ruling and the opinion of its
consultants that confirmed its grounds, and only continued to recognise the unduly paid
principal. After the last ruling, the company took legal action at international level (appeal
presented to the EFTA Surveillance Authority on 22 June 2010) and, as far as possible, again
at local level (another reimbursement claim presented to the local tax authorities on 23 June
2010) as it deems, again supported by its advisors, that the last ruling issued by the Icelandic
Supreme Court is unlawful both in respect of local legislative and international agreements
which regulate trade relations between the EFTA countries and international conventions
which do not allow application of discriminatory treatments to foreign parties (individuals
and companies) working in other EFTA countries. On 8 February 2012, the EFTA
Surveillance Authority sent the Icelandic government a communication notifying the
infraction of the free exchange of services and requested the government to provide its
observations about this. Following this, in April 2013, the EFTA Surveillance Authority
issued its documented opinion finding the Icelandic legislation to be inconsistent with the
regulations covering trade relations between the member countries with respect to the
regulations for the above dispute, and it asked that Iceland amend its position. Based on the
above, and in particular with respect to recent developments for which, in any case, an update
on assessments made to date will be appropriate, we do not believe there are objective
reasons at present to change valuations made to date concerning this dispute.
The balance of cash and cash equivalents represents active bank account balances at the end
of the year and the amounts of cash, cheques and securities existing at the registered office,
the work sites and the foreign subsidiaries. Restricted deposits at 31 December 2013 consisted
of letters of credit issued.
The acquisition of the Impregilo Group on 1 April 2013 resulted in the full absorption of
813,290 of cash and cash equivalents.
The statement of cash flows shows the reason for this increase and changes in current
account facilities.
As at the reporting date of these consolidated financial statements, the Group had an escrow
account with fiduciary mandate with a leading bank of 8.9 million deposited in a restricted
account as guarantee of a contractual agreement.
28. Non-current assets (liabilities) held for sale and discontinued operations
and profit from discontinued operations
Non-current assets held for sale, net of their associated liabilities, are shown in the following
table:
Non-current assets held for sale at 31 December 2013 amounted to 647,921 for Todini
Costruzioni S.p.A. and 5,683 for SUW Campania.
The subsidiary Impregilo Group contributed 5,683 million. In particular, on the acquisition
date of 1 April 2013 the Impregilo Group contributed an amount of 248,060, inclusive of the
effect of the purchase price allocation (see section 6 for more details) for claims for
compensation related to SUW Campania. During 2013 the figure decreased due to the
recognition of the compensation claims pertaining to the subsidiary FIBE and relating to the
former RDF plants following the Supreme Court ruling described in the Directors report. The
related tax effects were directly offset against the gain arising from reversal of impairment
losses and recognised under tax liabilities. The remaining amount, of 5,683, mainly refers to
the Santa Maria la Fossa site and other related items of property, plant and equipment.
The contribution to the income statement of these assets was (14,639) million. This amount
includes the negative effect of the purchase price allocation of (35,800) (see section 6 for
more details).
See the section Non-current assets held for sale in the Directors report more information
about the complicated situation surrounding the SUW Campania projects.
As disclosed in the report on operations, as part of the Groups strategies, aimed at achieving
the increasingly efficient allocation of resources, also through a continuous focus on possible
rearrangements of its organisational structure, the Board of Directors of Salini S.p.A. decided
to assess the valuation of the 100% equity investment held in Todini Costruzioni Generali
with a view to disposal.
Accordingly, as required by IFRS 5, the Group has shown the assets and liabilities of the
Todini Group, after intercompany items with the Parent and the other consolidated Group
companies, under the items Non-current assets held for sale and Non-current liabilities
held for sale; the net profit (loss) of the Todini Group, after intercompany items, is shown
under the item Profit (loss) from discontinued operations.
In accordance with IFRS 5, the Group has measured the net assets of the Todini Group at the
lower of their carrying amount and their fair value, equal to the value in use based on the
discounting of future cash flows as disclosed in the business plan approved by the Board of
Directors of Todini. The resulting equity value was in line with the net value of the assets of
the Todini Group contributed.
The main balance sheet amounts of the Todini Group, classified under non-current assets
(liabilities) held for sale are shown below:
Values in /000
The table below shows the net profit (loss) deriving from Todini for the years 2013 and 2012:
(Values in /000) 31 DECEMBER 2013 31 DECEMBER 2012
Revenues 309,939 595,605
Other revenues 28,568 27,956
Total Revenues 338,507 623,561
Costs of production (305,647) (504,462)
Value added 32,860 119,099
Personnel costs (44,178) (57,756)
Other operating costs (48,217) (6,265)
EBITDA (59,535) 55,079
Depreciation and amortisation (17,486) (19,009)
Allocation to provisions 0 0
Write-downs (6,736) (4,243)
(Capitalised costs) 0 281
EBIT (83,757) 32,107
Financial income and expenses (net) (13,112) (11,826)
Pre-tax profit/(loss) (96,869) 20,281
Taxes 23,369 (7,200)
Net Profit (73,500) 13,081
Profit/(loss) attributable to minorities (5,369)
Profit/(loss) attributable to the Group (68,131) 13,081
The table below shows the net profit (loss) deriving from SUW Campania and the effects of
the PPA for the year 2013:
Reconciliation between shareholders equity and profit (loss) of Salini S.p.A. with
consolidated shareholders equity and profit (loss)
The following table shows the reconciliation of shareholders equity and profit (loss) of the
parent Salini S.p.A. with the corresponding consolidated items:
Shareholders Equity and separate profit (loss) of Salini S.p.A. 672,006 419,125
Shareholders equity and profit (loss) attributable to the Group 699,159 166,945
Shareholders equity and profit (loss) attributable to non-controlling interests 193,125 (9,244)
Consolidated shareholders equity and profit (loss) at 31 December 2013 892,283 157,701
December December
(Values in /000) 2013 2012 Change
Loan and financing costs and accrued financial expenses 516,920 (761) 517,680
Other payables to subsidiaries (Financial) < 12 0 10 (10)
Other payables to associates (Financial) < 12 0 38 (38)
Correspondence C/A with parents 774 9,327 (8,553)
Financial payables to Subsidiaries, Associates and Parents 774 9,375 (8,601)
Derivative instruments (negative fair value) < 12 (2) 0 (2)
Derivative instruments (negative fair value) > 12 4,350 0 4,350
Total financial liabilities 1,745,585 599,503 1,146,083
of which non-current portion 1,303,740 300,125 1,003,615
of which current portion 441,846 299,377 142,468
The following table contains a breakdown of payables to banks, divided into current and non-
current:
CURRENT NON-CURRENT
Bank overdrafts amounted to around 132,590, of which 93,838 relating to the Impregilo
Group, consisting of 85.2 million of credit facilities used by the Venezuelan branch and 6.0
million of credit facilities used by the Grupo Unidos por el Canal. The remainder mainly
related to the subsidiary Salini Nigeria LTD (21,158) and 14,397 relating to the Dubai
branch.
Other loans totalled 815,399, of which 152,102 short term and 663,297 medium/long term
(on which a fair value adjustment of 928 was made during the PPA - see section 6 on
business combinations for more details). The amounts is partly related to the contribution of
the Impregilo Group, 94,947 for the non-current portion and 95,475 for the current portion,
with the remainder mainly attributable to.
- 354,992 from the subscription, on 10 December 2013, of an unsecured Term Loan
Facility (for a total of 425,000 also considering the amount attributable to the former
Impregilo S.p.A.) with a 3-year expiry, taken out to refinance debt assumed for the
public tender offer as well as some existing credit facilities. Banca IMI/Intesa
Sanpaolo SpA, BNP Paribas Italian Branch, Natixis SA Milan Branch, and UniCredit
SpA are involved in the transaction as Mandated Lead Arrangers, while Banco
Santander SA Milan Branch and Banco Bilbao Vizcaya Argentaria SA Milan Branch
are acting as Co-Arrangers;
- 100,220 relating to the BNP Paribas Export SACE loan attributable to the Head
Office, of which 19,626 representing the short-term portion, for the purchase of
machinery;
- 52,490 relating to the Intesa Sanpaolo loan, of which 9,490 representing the short-
term portion, connected to the execution of the Gibe 3 contract in Ethiopia;
Consolidated financial statements at 31 December 2013 185
Salini S.p.A. Group
- 35,000 relating to the Banca del Mezzogiorno loan, of which 4,683 representing the
short-term portion;
- 30,234 relating to the Cariparma medium/long term loan;
- 30,000 relating to the Banca Popolare Emilia Romagna medium/long term loan;
- 15,000 relating to the Banca Popolare di Bergamo short-term loan;
For the unsecured Term Loan Facility (former public tender offer loan) and the BNP Paribas
Export SACE loan transaction costs have also been recognised, after amortisation for the year,
for a total of 52,257.
Payables due to other lenders totalled 255,260 and were composed as follows:
This change was mainly due to: (i) the increase in leases of 50,616 essentially due to the
greater use of leases for the purchase of industrial machinery and equipment (ii) the increase
in indirect factoring transactions of 34,302 and (iii) the increase in sales of receivables
factored with recourse of 28,662.
On 23 July 2013 the parent Salini S.p.A. completed a senior unsecured bond issue for a
nominal amount of 400,000 with a 5-year maturity. The bonds, which have a minimum
denomination of 100,000 and an annual gross coupon of 6.125%, were placed with primary
international institutional investors at a price of 99.477. Banca IMI S.p.A., Natixis and
UniCredit Bank acted as Joint Lead Managers and Joint Bookrunners for the placement of the
bonds.
The securities, with issue date of 1 August 2013 and a maturity of 1 August 2018, will pay
interest annually. The liability recognised at 31 December 2013, of 393,007, includes the
transaction costs directly associated with the issue of the bond, which amounted to 6,719
after amortisation for the year.
At 31 December 2013, the Impregilo Group recorded bonds totalling 150,164 relating
exclusively to the bond issued by the Dutch subsidiary Impregilo International Infrastructures
N.V, consisting of a non-current amount of 149,212 and a current amount of 952. The
bonds of the Dutch company Impregilo International Infrastructures NV, wholly owned by
Impregilo S.p.A., were issued in November 2010 for a total nominal amount of 300 million.
The outstanding bonds at the reporting date with a nominal amount of 150 million are
redeemable in 2015 (bearing interest at a fixed rate of 6.526%). The bonds are listed on the
Luxembourg stock exchange and underwritten by Impregilo S.p.A..
The breakdown of the bond redemptions by time band is shown below:
A fair value adjustment of 10,323 million was made to the Bonds during the PPA; see
section 6 on business combinations for more details;
Tax
Work in
Subsidiaries Completed Legal Provisions Other
progress TOTAL
losses hedge contracts risk disputes (No Deferred Provisions
expenses
(Values in /000) Tax)
Balance at 31.12.2012 469 2,091 20 2,318 5,571 3,777 14,246
Balance at 1 April 2013 0 10,845 0 0 0 89,613 100,459
Allocation to provisions 0 (415) 0 107 502 4,950 5,144
Balance Sheet use of the
provision 0 (3) 0 (200) (836) (4,446) (5,485)
Release of provision to Income
Statement (336) 0 0 (323) 0 (2,590) (3,249)
Reclassifications and other
changes (57) (295) 0 (231) 0 (635) (1,218)
IFRS 5 reclassifications (995) (1,036) (460) (3,777) (6,268)
Balance at 31 December 2013 76 11,228 20 636 4,777 86,892 103,630
The acquisition of the Impregilo Group on 1 April 2013 resulted in the full absorption of
100,459 relating to the provisions for risks and charges, consisting of 10,845 relating to the
coverage of losses of subsidiaries and 89,613 relating to other provisions.
The individual items were broken down as follows:
- the provisions to cover the losses of subsidiaries has been established for
commitments to cover losses exceeding subsidiaries equity, particularly for Salini
Bulgaria, Salini Polska Sp. Zoo, Salini Rus OOO, Salini Singapore, Salini Australia
PTY Ltd and the Impregilo Group. The provision of 1,962 consists of 1,425 for
Salini Bulgaria AD, 121 for Tokwe Mukorsi Dam and 416 of impairment losses on
associates of the Impregilo Group;
- provisions for risks on completed contracts, with a balance of 20, refer to the Poland
contract;
- provisions for legal disputes, which reports a decrease for the year of 646 mainly due
to the release of provisions linked to social security positions closed during the 2013
(totalling 187) and the use of provisions by the parent Salini S.p.A. (amounting to
78);
- the tax provisions consist of the allocations made for contingent liabilities for pending
lawsuits and provisions for legal expenses and amount to 4,777 mainly for the
provision made by the Ethiopia branch in previous years;
- Other provisions showed an amount of 86,892 mainly relating to the Impregilo
Group. Specifically, the change for the year comprise provisions of 4,950 million,
including 1.3 million for the Engineering & Plant Construction segment and 2.2
million for Imprepar following revision of its estimates of its pending litigation, with
the remainder relating to the Construction segment. Utilisations of 7,036 relate to the
occurrence of expenses and losses for which they had been accrued;
32. Other liabilities
Other liabilities totalled 249,705, of which 7,354 was the non-current portion and 242,351
the current portion, as detailed below:
December December
(Values in ) 2013 2012 Change
December December
(Values in /000) 2013 2012 Change
The loyalty bonus is governed by Article 66 of the national collective agreement of 5 July
1995 for the building industry. The agreement states that, from the 20th year of uninterrupted
and effective service, the employer shall pay the employee, each year, or on each subsequent
anniversary, a bonus equivalent to one months salary. In addition, in the event that an
employee who is already eligible for the bonus should be dismissed other than on disciplinary
grounds, the agreement states that the bonus shall continue to accrue for as many months as
there are whole months of service since the previous bonus vested. The loyalty bonus is thus
similar to a deferred salary and falls into the category of defined benefit plan.
The overall increase in employee benefits, of 17,553, is mainly due to the contribution of
Impregilo Group, of 18,145, partially offset by changes relating to ordinary operations.
The method used to measure defined benefit plans is the Projected Unit Credit Method
(PUCM).
The liability for post-employment benefits shown in the financial statements is the
outstanding payable at the reform effective date, net of benefits paid up to the reporting date.
The liability is considered part of a defined benefit plan under IAS 19 and has, therefore, been
subjected to actuarial valuation. The valuation, performed with the assistance of independent
professionals, was based on the following rates:
The retirement age has been calculated, based on the date on which each employee started
work, by considering the first effective window according to the prevailing legislation on
pensions at the measurement date.
December %
(Values in /000) 2013 %
1,177,283
The overall increase in trade payables, from 569,842 at 31 December 2012 to 1,177,283 at
31 December 2013 is mainly due to the contribution of the Impregilo Group of 748,829, of
which 676,108 due to suppliers and 72,582 due to associates, 280,711 mainly attributable
to the net effect of the greater debt position recognised by the Ethiopia branch and reduction
in the payables recognised by the Zimbabwe, Uganda, Sierra Leone and Dubai branches,
57,691 relating to the subsidiary CMT IS and 61,578 relating to the subsidiary Salini
Malaysia.
This item mainly consists of 72,798 relating to the Impregilo Group, of which 57,477 for
current corporate income tax (IRES), regional income tax (IRAP) and foreign taxes, and
15,321 for VAT payables; the remainder primarily consist of 47,449 relating to the
Nigerian companies for VAT as a result of the increase in accounts receivable and 16,169
relating to the Tokwe Mukorsi Dam.
Consorzio Costral in
liquidation 65 50 11 8 - - -
Edilfi scarl in liquidation 332 301 11 42 - - 236
Co.Ge.Fin s.r.l. 26,896 4,783 11 - 206 - -
Todedil scarl 7 27 - - - - -
Aktor 582 - - - - - -
Alburni S.c.a.r.l. in
liquidation 102 225 - - - - -
Bata srl in liquidation 182 - - - - - -
Cons. A.F.T. in
liquidation 762 525 - - - - -
CEDIV SPA 3,882 - 77 0 - - -
Cons. Astaldi Federici
Todini Kramis 5,533 757 - - - - 757
Consorio.Kallidromo 598 - - - - - -
Casada S.r.l. 68 - 6 236 1 - -
Colle Todi S.c.a.r.l. in
liquidation 532 247 11 8 - - -
Cons. Pizzarotti Todini
Keff-Eddir 4,447 11,789 - - - - -
Forum S.c.a.r.l. 10 174 - 0 - - -
Galileo scarl 203 140 11 6 - - -
G.A.B.I.RE. Srl 18,206 - 38 - - - -
Groupment Italgisas
(Morocco) IN
LIQUIDATION 740 842 - - - - 842
Group. dentreprises
Salini Strabag (Guinea) 295 489 - 203 - - -
Gaziantep Hastane Saglik 1,129 847 - 55 - - -
Ital.Sa.Gi. Sp.Z.O.O.
(Poland) 44 222 - - - - 222
Irina S.r.l. in liquidation 720 22 - - - - -
Consorzio Mina de Cobre 5 46 - 82 - - -
Risalto S.r.l. RM in
liquidation 122 12 - - - - -
Sedi S.c.a.r.l. 98 32 - - - - -
Con.Sal. S.c.n.c. in
liquidation 43 173 - - - - 12
J.V.Salini Necso 1,741 3 1,139 987 - - -
SALINI SIMONPIETRO
& C. S.A.P.A. 67 - 14 - - - -
Indirect Parent
companies 67 - 14 - - - -
Directors/Key management
personnel - 91 - 96 - - -
Fair
value at
Contract Maturity Notional
Company Type Currency 31
date date amount
December
2013
Co.Ge.Fin. IRS 30-Sep-2009 31-Jul-2014 EUR 1,500 (16)
Co.Ge.Fin. IRS 30-Sep-2009 31-Jul-2014 EUR 1,500 (16)
Co.Ge.Fin. IRS 30-Sep-2009 31-Jul-2014 EUR 1,500 (16)
Co.Ge.Fin. IRS 30-Sep-2009 31-Jul-2014 EUR 7,500 (82)
Co.Ge.Fin. IRS 01-Oct-2009 31-Jul-2014 EUR 1,500 (16)
Co.Ge.Fin. IRS 30-Sep-2009 31-Jul-2014 EUR 2,000 (16)
Salini Spa IRS 12-Feb-2010 01-Aug-2016 EUR 1,711 (55)
Salini Spa CAP 13-May-10 01-Dec-2016 EUR 5,095 0
Impregilo Parking Glasgow IRS 27-Sep-2004 30-Jun-2029 GBP 7,969 (2,201)
Impregilo Parking Glasgow IRS 01-Jun-2003 30-Jun-2029 GBP 703 (2,149)
The change in fair value of the financial instruments held by the Parent, recognised in the
comprehensive income for the effective part, was (7).
The fair value of the derivatives, amounting to (55), was recognised under non-current
financial liabilities.
The change in the fair value of the financial instruments held by Co.Ge.Fin. was recognised in
the measurement at equity of the investment in Co.Ge.Fin., for a positive amount of 71.
The change in fair value of the instruments held by Impregilo from 1 April 2013 the cut-off
date of the consolidation has been recognised under cash flow hedge reserve, for the
effective part, amounting to 2,465 (of which 307 attributable to non-controlling interests).
The fair value of the derivatives, amounting to (4,150), has been recoded under non-current
financial liabilities.
With regard to the exposure to interest-rate, if 2013 interest rates had been 75 basis points
higher (or lower) on average, with all other variables constant and without considering cash
and cash equivalents, the pre-tax profit (loss) would have had a negative (positive) change of
8,521 million, (9,706 negative/positive for the income statement for the year 2012).
Currency risk (sensitivity analysis) at 31 December 2013 mainly related to the following
currencies:
Naira (Nigeria)
Zloty (Poland)
With regard to the Nigerian currency, if the Euro, at 31 December 2013, had appreciated (or
depreciated) by 5% against that currency, assuming all other variables as constant, the
consolidated earnings before tax for the year would have been lower (or higher in the case of
depreciation) by 5.2 million, mainly due to unrealised exchange rate losses (gains) on net
assets in NAIRA.
With regard to the US Dollar, if the Euro, at 31 December 2013, had appreciated (or
depreciated) by 5% against that currency, assuming all other variables as constant, the
consolidated earnings before tax for the year would have been lower (or higher in the case of
depreciation) by 3.6 million, mainly due to unrealised exchange rate losses (gains) on net
liabilities in US Dollars.
With regard to the United Arab Emirates currency, if the Euro, at 31 December 2013, had
appreciated (or depreciated) by 5% against that currency, assuming all other variables as
constant, the consolidated earnings before tax for the year would have been lower (or higher
in the case of depreciation) by 3.4 million, mainly due to unrealised exchange rate losses
(gains) on net assets in AED.
With regard to the Polish currency, if the Euro, at 31 December 2013, had appreciated (or
depreciated) by 5% against that currency, assuming all other variables as constant, the
consolidated earnings before tax for the year would have been lower (or higher in the case of
depreciation) by 1.6 million, mainly due to unrealised exchange rate losses (gains) on net
assets in ZLOTY.
With regard to the Swiss currency, if the Euro, at 31 December 2013, had appreciated (or
depreciated) by 5% against that currency, assuming all other variables as constant, the
consolidated earnings before tax for the year would have been lower (or higher in the case of
depreciation) by 1.2 million, mainly due to unrealised exchange rate losses (gains) on net
assets in CHF.
With regard to the South African currency, if the Euro, at 31 December 2013, had
appreciated (or depreciated) by 5% against that currency, assuming all other variables as
constant, the consolidated earnings before tax for the year would have been lower (or higher
in the case of depreciation) by 0.9 million, mainly due to unrealised exchange rate losses
(gains) on net liabilities in RAND.
Liquidity risk
The Group could be exposed to liquidity risk deriving, on the one hand, from a slowdown in
payments from clients, and on the other from potential difficulties in locating external sources
of funding to finance its industrial projects. Therefore, the Group dedicates special attention to
managing the resources generated or absorbed by operating and/or investment activities and
to the characteristics of the debt in terms of maturity and renewal in order to ensure effective
and efficient management of financial resources.
As a result, a number of policies and processes have been adopted to optimise the
management of financial resources in order to manage and mitigate liquidity risk:
tendency towards centralised management of collection and payment flows;
monitoring the available liquidity level;
optimising the lines of credit;
monitoring the forecast liquidity.
The following tables illustrate the Groups exposure to liquidity risk and maturity analysis:
(Values in /000)
TRADE DERIVATIVE
FINANCIAL TOTAL
PAYABLES INSTRUMENTS
PAYABLES
MATURITY (/000) (/000) (/000)
(/000)
a d=a+b
b c
+c
The maturities shown here have been analysed using non-discounted cash flows and the
amounts have been entered taking into account the first date on which payment could be
required.
To meet these liquidity requirements, the Group has cash reserves and generates cash flow
from operations.
Credit risk
Credit risk is represented by exposure to potential losses arising from non-performance of
obligations assumed by clients, nearly all of which are associated with sovereign states or
government bodies. Credit risk is thus linked to country risk.
At 31 December 2013 trade receivables totalled 1,634,515. The Group aims to minimise
credit risk through the overall management of operating working capital with respect to both
receivables from customers and payables to sub-contractors and suppliers that are typical of
the reference industry.
Non-current assets
28,525 28,525 28,525
Loans to associate companies, subsidiaries and other Group companies
- -
Financial assets deriving from concessions
Current assets
490,685 490,685 490,685
Trade receivables
181,889 181,889 181,889
Other current assets*
64,220
Current financial assets
411,703 411,703 411,703
Cash and cash equivalents
Non-current liabilities
299,377 299,377 299,377
Non-current financial liabilities
Current liabilities
569,842 569,842 569,842
Trade payables
299,377 299,377 299,377
Current financial liabilities
34,822 34,822 34,822
Other current liabilities*
Share of assets/liabilities within the scope of IFRS 7.
Assets and
Liabilities at Total
31 December 2013 Loans and Assets held to Available- liabilities at Fair
amortised carrying
(Values in /000) receivables maturity for-sale assets fair value value
cost amount
through P&L
Non-current assets
48,928 48,928 48,928
Loans to associate companies, subsidiaries and other Group companies
- -
Financial assets deriving from concessions
-
Current assets
1,634,515 1,634,515 1,634,515
Trade receivables
381,814 381,814 381,814
Other current assets*
232,529 -
Current financial assets
1,132,420 1,132,420 1,132,420
Cash and cash equivalents
-
Non-current liabilities
1,303,740 1,303,740 1,303,740
Non-current financial liabilities
-
Current liabilities
1,177,283 1,177,283 1,177,283
Trade payables
441,846 441,846 441,846
Current financial liabilities
242,291 242,291 242,291
Other current liabilities*
(Values in /000)
Share of Other
Dividends Change
Value at Acquisitions profit or gains Change Value at
Share/quota from due to Change in
31 (Disinvestments loss of (losses) in Reclas- 31
Name capital equity- exchange consolidation
December and equity- in hedging sifications December
transactions accounted rate method
2012 liquidations) account profit reserve 2013
investees fluctuations
investees or loss
Adduttore Ponte Barca S.c.r.l.
7 -7 0 0 0 0 0 0 0 0 0
(in liq.)
Aguas del Gran Buenos Aires
0 0 0 0 -18 0 0 0 0 18 0
S.A. (in liq.)
Calpark S.c.p.A. 6 0 0 0 0 0 0 0 0 0 6
Collegamento Ferroviario
0.578 -0.578 0 0 0 0 0 0 0 0 0
Genova-Milano S.p.A.
Consorcio Federici/Impresit/Ice
16 0 0 0 0 0 0 0 0 0 16
Cochabamba
Consorzio MITECO 4 0 0 0 0 0 0 0 0 0 4
Consorzio Nazionale
0.005 0 0 0 0 0 0 0 0 0 0.005
Imballaggi - CO.NA.I.
Consorzio NOG.MA 84 0 0 0 0 0 0 0 0 0 84
Consorzio Pedelombarda 2 4 0 0 0 0 0 0 0 0 0 4
Consorzio Sarda Costruzioni
3 0 0 0 0 0 0 0 0 0 3
Generali - SACOGEN
Consorzio TRA.DE.CI.V. 13 0 0 0 0 0 0 0 0 0 13
Consorzio Trevi - S.G.F. INC
5 0 0 0 0 0 0 0 0 0 5
per Napoli
Construtora Impregilo y
0.001 0 0 0 0 0 0 0 0 0 0.001
Associados S.A.-CIGLA S.A.
Constuctora Embalse Casa de
0.001 0 0 0 0 0 0 0 0 0 0.001
Piedra S.A. (in liq.)
Depurazione Palermo S.c.r.l.
4 0 0 0 0 0 0 0 0 0 4
(in liq.)
Empresa Constructora Lo
5 0 0 0 0 0 0 0 0 0 5
Saldes L.t.d.a.
Empresa Constructora Metro 6
0 0 0 169 0 0 0 -15 0 0 153
L.t.d.a.
GE.A.C. S.r.l. 76 0 0 0 0 0 0 0 0 0 76
Metrogenova S.c.r.l. 8 0 0 0 0 0 0 0 0 0 8
Riviera S.c.r.l. 5 0 0 0 0 0 0 0 0 0 5
VE.CO. S.c.r.l. 3 0 0 0 0 0 0 0 0 0 3
TOTAL CONCESSIONS 41,980 -43,769 25,576 2,119 -26 -424 0 -1,785 -9,543 26 14,153
0 0 0 0 0 0 0 0 0 0 0
TOTAL EQUITY
62,638 -32,556 25,646 2,173 -44 -424 0 -1,943 -9,543 49 45,995
INVESTMENTS WITH
Consolidated financial statements at 31 December 2013 202
Annexes to the Consolidated Financial Statements
POSITIVE CARRYING
AMOUNTS
31 December
Change during the year 2013 31 December 2013
2012
(Values in /000)
Reclassificatio Write-
Other
ns/ backs/ Write-
Balance chang Total Original Cost Balance
acquisitions/ write- backs
es
disposals downs
Third parties 2 0 0 0 0 2 0 10
Forum S.c.a.r.l. 10 0 0 0 0 10 0 10
Groupment Italgisas (Morocco) IN
LIQUIDATION 0 0 0 0 0 186 0 0
S. Ruffillo S.c.a.r.l. 21 0 0 0 0 21 0 21
I.S.V.E.U.R.-SPA (1%) 34 0 0 0 0 34 0 34
PANTANO S.C.R.L.(10.5%) 4 0 0 0 0 4 0 5
Parent company
Salini Nigeria Ltd Nigeria Naira 10,000 100.00% 99.00% 1.00% Co.ge.ma. S.p.A.
Salini Malaysia SDN. BHN Malaysia Myr 1,100 90.00% 10.00% Co.Ge.Ma. S.p.A.
Rupees
Salini India Private Ltd India 95.00% 5.00% Co.Ge.Ma. S.p.A.
17,500
Salini naat Taahht Sanayi ve Ticaret Anonim irketi Turkey TL 50 100.00% 100.00%
Salini S.p.A.
66.66%
Risalto s.r.l. in liquidation Italy 89 100.00% Todini Costruzioni Generali
33.33%
S.p.A.
Salini S.p.A.
66.66%
Variante di Valico Scarl in liquidation Italy 90 100.00% Todini Costruzioni Generali
33.33%
S.p.A.
Gaziantep Hastane Salik Hizmetleri letme Yatirim Anonim irketi Turkey TL 10,000 28.00% 28.00%
Other Companies
Generalny Wykonawca Salini Polska Impregilo Kobylarnia S.A. Poland 0 33.34% 33.34% Salini Polska Sp.Z.o.o.
Parent company
BATA S.r.l. (in liq.) Italy 102 50.69% 50.69% Imprepar S.p.A.
Bocoge S.p.A. - Costruzioni Generali Italy 1,703 100.00% 100.00% Imprepar S.p.A.
CIS Divisione Prefabbricati Vibrocesa Scac - C.V.S. S.r.l. (in liq.) Italy 10 100.00% 100.00% INCAVE S.r.l.
Consorzio CCTE (in liq.) Italy 41 100.00% 60.00% 40.00% ILIM S.r.l.
Construtora Impregilo y Associados S.A.-CIGLA S.A. Brazil BRL 7,641 100.00% 100.00%
Costruzioni Ferroviarie Torinesi Duemila S.c.r.l. (in liq.) Italy 10 100.00% 100.00% INCAVE S.r.l.
Effepi - Finanza e Progetti S.r.l. (in liq.) Italy 78 100.00% 100.00% SGF INC S.p.A.
Impresa Castelli S.r.l. (in liq.) Italy 10 100.00% 100.00% Imprepar S.p.A.
Impresit del Pacifico S.A. Peru PEN 35 100.00% 100.00% Imprepar S.p.A.
INC - Algerie S.a.r.l. Algeria DZD 151,172 99.97% 99.97% SGF INC S.p.A.
Joint Venture Impregilo S.p.A. - S.G.F. INC S.p.A. Greece - 100.00% 100.00% SGF INC S.p.A.
Rivigo J.V. (Nigeria) Ltd Nigeria NGN 25,000 70.00% 70.00% PGH Ltd
San Martino Prefabbricati S.p.A. (in liq.) Italy 10 100.00% 100.00% Impresa Castelli S.r.l.
Gestione Napoli S.r.l. (in liq.) Italy 10 99.00% 24.00% 75.00% Fisia Italimpianti S.p.A.
Arbeitsgemeinschaft Tunnel Umfahrung Saas (ATUS) Switzerland 32.00% 32.00% CSC S.A.
B.O.B.A.C. S.c.a.r.l. (in liq.) Italy 10 50.00% 50.00% SGF INC S.p.A.
CMC - Consorzio Monte Ceneri lotto 851 Switzerland 40.00% 40.00% CSC S.A.
Cogefar/C.I.S.A./Icla/Fondedile - Sorrentina S.c.r.l. (in liq.) Italy 46 25.00% 25.00% Imprepar S.p.A.
Consorcio Federici/Impresit/Ice Cochabamba Bolivia USD 100 25.00% 25.00% Imprepar S.p.A.
Consorzio Cogefar/Italstrade/Recchi/CMC - CIRC (in liq.) Italy 51 25.00% 25.00% Imprepar S.p.A.
Consorzio Consavia S.c.n.c. (in liq.) Italy 21 50.00% 50.00% Imprepar S.p.A.
Consorzio CPS Pedemontana Veneta Costruttori Progettisti e Servizi Italy 100 35.00% 35.00%
Consorzio Imprese Lavori FF.SS. di Saline - FEIC Italy 15 33.33% 33.33% Imprepar S.p.A.
Consorzio Portale Vezia (CVP Lotto 854) Switzerland 60.00% 60.00% CSC S.A.
Consorzio Sarda Costruzioni Generali - SACOGEN Italy Lit 20,000 25.00% - 25.00% Sapin S.r.l.
Consorzio Sardo dImprese (in liq.) Italy 103 34.38% - 34.38% Sapin S.r.l..
Consorzio TAT-Tunnel Alp Transit Ticino, Arge Switzerland 25.00% 17.50% 7.50% CSC S.A.
Consorzio Trevi - S.G.F. INC per Napoli Italy 10 45.00% 45.00% SGF INC S.p.A.
Constuctora Embalse Casa de Piedra S.A. (in liq.) Argentina ARS 1 72.93% 72.93% Imprepar S.p.A.
Corso Malta S.c.r.l. (in liq.) Italy 41 42.50% 4250.00% Imprepar S.p.A.
Depurazione Palermo S.c.r.l. (in liq.) Italy 10 50.00% 50.00% Imprepar S.p.A.
Diga Ancipa S.c.r.l. (in liq.) Italy 10 50.00% 50.00% Imprepar S.p.A.
E.R. Impregilo/Dumez y Asociados para Yaciret - ERIDAY Argentina USD 539 20.75% 18.75% 2.00% IGLYS S.A.
Edil.Gi. S.c.r.l. (in liq.) Italy Lit 20,000 50.00% 50.00% Imprepar S.p.A.
Empresa Constructora Metro 6 L..t.d.a. Chile CLP 25,000 49.10% 49.00% 0.10% CIGLA S.A.
Executive J.V. Impregilo S.p.A. Terna S.A. - Alte S.A. (in liq.) Greece 33.33% 33.33%
Generalny Wykonawca Salini Polska - Impregilo - Kobylarnia S.A. Poland 33.34% 33.34%
Grandi Uffizi S.c.r.l. (in liq.) Italy 10 31.46% 31.46% Imprepar S.p.A.
Groupement Hydrocastoro Algeria DZD 2,000 49.98% 49.98% INC Algerie Sarl
Impregilo S.p.A. - S.A. Healy Company UTE Argentina 10 100.00% 98 200.00% Healy S.A.
Imprese Riunite Genova Irg S.c.r.l. (in liq.) Italy 26 26.30% 26.30% Imprepar S.p.A.
Imprese Riunite Genova Seconda S.c.r.l. (in liq.) Italy 25 26.30% 26.30% Imprepar S.p.A.
Joint Venture Aktor Ate - Impregilo S.p.A. (Constantinos) Greece 40.00% 40.00%
Joint Venture Impregilo S.p.A. - Empedos S.A. - Aktor A.T.E. Greece 66.00% 66.00% -
Matsoku Civil Contractor (MMC) J.V. Lesotho 30.00% 30.00% Imprepar S.p.A.
Monte Vesuvio S.c.r.l. (in liq.) Italy 46 50.00% 50.00% Imprepar S.p.A.
RCCF Nodo di Torino S.c.p.a. (in liq.) Italy 102 26.00% 26.00% INCAVE S.r.l.
San Benedetto S.c.r.l. (in liq.) Italy 26 57.00% 57.00% Imprepar S.p.A.
San Giorgio Caltagirone S.c.r.l. (in liq.) Italy 26 33.00% 33.00% Imprepar S.p.A.
Soingit S.c.r.l. (in liq.) Italy Lit 80,000 29.49% 29.49% Imprepar S.p.A.
Techint S.A.C.I.- Hochtief A.G.- Impregilo S.p.A.-Iglys S.A. UTE Argentina 35.00% 26.25% 8.75% IGLYS S.A.
Consorzio Agrital Ricerche (in liq.) Italy 138 20.00% 20.00% Fisia Italimpianti S.p.A.
Nautilus S.c.p.a. (in liq.) Italy 480 34.41% 34.41% Fisia Italimpianti S.p.A.
Villagest S.c.r.l. (in liq.) Italy 14 50.00% - 50.00% Fisia Italimpianti S.p.A.
Impregilo Intern. Infrastruc.
23.72%
Aguas del Gran Buenos Aires S.A. (in liq.) Argentina ARS 45,000 42.58% 16.50% N.V.
2.63
IGLYS. S.A.
Aguas del Oeste S.A. Argentina ARS 170 33.33% 33.33% IGLYS S.A.
Coincar S.A. Argentina ARS 40,465 35.00% 26.25% 8.75% IGLYS S.A.
Impregilo Intern. Infrastruc.
Consorcio Agua Azul S.A. Peru PEN 69,001 25.50% 25.50%
N.V.
Impregilo Intern. Infrastruc.
Enecor S.A. Argentina ARS 8,000 30.00% 30.00%
N.V.
Impregilo Intern. Infrastruc.
Impregilo Wolverhampton Ltd UK GBP 1 20.00% 20.00%
N.V.
Impregilo Intern. Infrastruc.
Ochre Solutions Holdings Ltd UK GBP 20 40.00% 40.00%
N.V.
Passante Dorico S.p.A. Italy 24,000 47.00% 47.00%
Puentes del Litoral S.A. Argentina ARS 43,650 26.00% 22.00% 4.00% IGLYS S.A.
Other Companies
Barnard Impregilo Healy J.V. Montana 45.00% 25.00% 20.00% Healy S.A.
CO. MAR. S.c.r.l. (in liq.) Italy 10 84.99% 84.99% Imprepar S.p.A.
Consorzio C.A.V.E.T. - Consorzio Alta Velocit Emilia/Toscana Italy 5,423 75.98% 75.98%
Grupo Unidos Por El Canal S.A. Panama USD 1,000 48.00% 48.00%
S. Leonardo Due S.c.r.l. (in liq.) Italy 41 60.00% 60.00% Imprepar S.p.A.
Shimmick CO. INC. - FCC CO S.A. - Impregilo S.p.A -J.V. USA 30.00% 30.00%
Trincerone Ferroviario S.c.r.l. (in liq.) Italy 46 60.00% 60.00% Imprepar S.p.A.
ASSETS
Investment property 0 0
SHAREHOLDERS EQUITY
(Treasury shares) 0 0
LIABILITIES
Balance at 31 December 2012 62,400 0 17,220 141,484 6,164 0 (399) 0 34,334 261,203
Provision
Cash s for Retain
Transl
Legal IFRS flow actuarial ed
Share Other ation Profit/(loss) Total
(Values in /000) reserv conversio hedge gains/loss earnin
capital reserves reserv for the year equity
e n reserve reserv es on gs
e
e employee (losses)
benefits
Balance at 1 January 2013 62,400 0 17,220 141,484 6,164 0 (399) 0 34,334 261,203
December December
(Values in /000) 2013 2012
Net profit for the period 419,125 34,334
Depreciation and amortisation 60,323 47,998
Impairment losses on receivables 0 1,174
Provision for risks and charges 33,753 5,233
Effects of valuation of investee companies 35,653 0
Change in deferred taxes (10,693) 3,986
Change in inventories (20,687) (21,235)
Change in amounts due from/to clients (15,413) (140,097)
Change in trade receivables (112,582) (118,134)
Change in trade payables 16,289 137,183
Change in employee benefits (5) 86
Change in tax receivables (20,670) (11,332)
Change in tax payables 5,269 (3,680)
Other current and non-current assets/liabilities (533) 32,334
Non-current assets held for sale 0 0
Net cash flow from operating activity 389,829 (32,150)
Net cash and cash equivalents at the beginning of the year 41,977 204,078
Net cash and cash equivalents at the end of the year 32,311 41,978
*Net of the consolidation change
1. Introduction
As part of the project commenced in 2008 for the transition to the IAS/IFRS for the
presentation of the separate and consolidated financial statements of the most significant
Group companies, the Company, in order to bring itself into line with the prevailing standards
being used by companies in the construction industry and ensure access to international tender
contracts, exercised the right established in Articles 2 and 3 of Legislative Decree 38 of 28
February 2005. Accordingly, the separate financial statements and the consolidated financial
statements at 31 December 2013 have been prepared in accordance with the above-mentioned
international financial reporting standards.
The last company financial statements of Salini S.p.A. prepared in accordance with the Italian
accounting standards related to the year ended 31 December 2012.
The comparative figures for the year 2012 have been restated applying the IFRS.
The date of transition to the IFRS is 1 January 2012.
In section 39 a document is provided summarising the effects of the transition to IAS/IFRS.
This document shows, in particular, the effects on the Statement of Financial Position at 1
January 2012 and 31 December 2012, as well as the effects on the Income Statement for the
year 2012. A statement is also provided showing the reconciliation between the shareholders
equity and the related profit prepared, at the dates indicated above, in accordance with the
Italian accounting standards and the corresponding amounts according to the international
financial reporting standards.
IAS 19R includes numerous changes in the recording of defined benefit plans, including:
actuarial gains and losses that are now recorded among other components of comprehensive
income and permanently excluded from the income statement; the returns expected from plan
assets that are no longer recorded in the income statement, while it is necessary to record in
the income statement the interest on the plans net liability (asset) balance, and such interest
must be calculated using the same interest rate used to discount the obligation; and costs
related to past work performed that are now recognised in the income statement on the first to
occur between i) a change or reduction of the plan, or ii) the recognition of related
restructuring or employment termination costs. Other changes include new information, such
as information on qualitative sensitivity.
IFRS 13 introduces an unambiguous guide line for all fair value measurements under IFRS.
IFRS 13 does not modify the cases when it is required to use fair value, but it provides a guide
on how to measure fair value under IFRS when the application of fair value is required or
permitted by international accounting standards. The application of IFRS 13 had no material
impact on the Companys fair value measurements.
IFRS 13 also requests specific information on fair value, a part of which replaces disclosure
requirements currently specified by other standards, including IFRS 7 Financial Instruments:
Supplemental Information.
This interpretation applies to stripping costs in mining activities during the production phase
of a surface mine. The interpretation addresses accounting of the benefits arising from the
stripping activity. The new interpretation has had no effect on the Group.
The adoption of the amendments listed above has had no impact on the Companys financial
position or results.
Standards and interpretations approved and not adopted in advance by the Company
IFRS 10 aims to provide a single guiding standard to follow for the preparation of
consolidated financial statements, stipulating control as the basis for the consolidation of all
types of entities. In effect, IFRS 10 replaces IAS 27 Consolidated and separate financial
statements and SIC Interpretation 12 Special purpose vehicles.
IFRS 11 establishes the accounting standards for entities which are part of joint control
agreements and replaces IAS 31 Interests in joint ventures and SIC 13 Jointly Controlled
Entities Non-Monetary Contributions by Venturers.
The new standards will be applied not later than the start date of the first financial year
beginning after 1 January 2014.
In light of the pronouncements expected from the relative authorities and technical bodies,
assessments of the possible economic and financial effects on the consolidated accounts of the
new standards are being conducted, with reference to IFRS 11.
Years
Buildings 15-33
Plant and machinery 5-7
Equipment 3-9
Land, whether undeveloped or developed for civil or commercial buildings, is not depreciated
since it has an indefinite useful life.
As previously mentioned, capital assets acquired under finance leases are recognised as
tangible fixed assets and offset by the corresponding payable. The lease payment is broken
down into its components of interest expense, recognised in the statement of income, and
capital repayment, deducted from financial debt.
When the asset is sold or when there are no longer any expected future economic benefits
from its use, it is derecognised from the statement of financial position and any profit or loss
(calculated as the difference between the disposal value and carrying amount) is recognised in
the statement of income in the year in which it is derecognised.
Investment property
Investment property includes immovable property held for the purpose of obtaining economic
benefits from lease payments or for capital appreciation purposes.
Investment property is initially measured at historical cost, including negotiation costs. The
carrying amount includes the cost relating to the replacement of an investment property when
that cost is incurred, on condition that the recognition criteria are satisfied, and excludes
routine maintenance costs. Following the initial recognition, the Group chose to maintain the
historical cost as the evaluation criterion for investment property.
Intangible assets
Intangible assets acquired separately are initially recognised in assets at historical cost,
determined according to the same procedures as those indicated for tangible assets. Intangible
assets acquired through business combinations are recognised at fair value at the acquisition
date, if this value can be determined reliably.
Intangible assets produced internally, excluding development costs, are not capitalised and are
recorded in the statement of income for the period in which they are incurred.
Intangible fixed assets may have a finite or indefinite useful life. Within the Group, the
following types of intangible assets are currently present:
Years
Intellectual property rights 3
Concessions and licences 9
Other 9
The Group has no assets with an indefinite useful life other than goodwill .
Following initial recognition, intangible assets with a finite useful life are recognised at cost,
net of depreciation and any accumulated impairment losses. The period and method of
depreciation are reviewed at the end of each financial year, or more frequently if necessary.
Intangible assets with a finite useful life are amortised, from the point at which the asset is
available for use, on the basis of their residual possibility of use, in relation to the useful life
of the asset. The period and method of depreciation applied is reviewed at the end of each
financial year, or more frequently if necessary.
Gains and losses arising from the disposal of an intangible asset are determined as the
difference between the disposal value and the carrying amount of the asset and are recognised
in the statement of income on disposal.
Equity investments
Equity investments in subsidiaries, associates and joint ventures are measured at cost and
tested regularly for impairment. This test is carried out whenever there is an indication that
the investment may be impaired. The method used is described in the section on Impairment
losses on non-financial assets. When an impairment loss is required, it is recognised
immediately in profit or loss. When the reasons for a previous impairment loss no longer
exist, the carrying amount of the investment is restated to the extent of its original cost.
Reversals of impairment losses are recognised in profit or loss.
Financial expenses
Financial expenses relating directly to the acquisition, construction or production of an asset
that requires a fairly long period of time before being available for use are capitalised as part
of the cost of the asset itself. All other financial expenses are recognised as a cost for the
period in which they are incurred.
Inventories
Inventories are carried at the lower of cost or net estimated realisable value. Cost is
determined by applying the weighted average cost method. The item in question also includes
buildings and assets under construction and held for sale.
Financial assets
IAS 39 makes provision for the following types of financial instruments: financial assets at
fair value in the statement of income, loans and receivables, investments held to maturity and
available-for-sale assets. All financial assets are initially recognised at fair value, plus, in the
case of assets other than those at fair value in the statement of income, ancillary expenses.
The Group determines the classification of its financial assets after initial recognition and,
where appropriate and permitted, reviews this classification at the end of each financial year.
All regular-way purchases and sales of financial assets are recognised on the trade date, or on
the date on which the Group enters into a commitment to purchase the asset. Regular-way
purchases and sales mean all transactions in financial assets involving the delivery of assets
during the period envisaged by the regulations and by standard practice in the market in which
the trade takes place.
Financial assets at fair value through Profit and Loss
This category includes assets held for trading and assets designated on initial recognition as
financial assets at fair value in the statement of income.
Assets held for trading are all assets purchased with a view to their immediate sale.
Derivatives, including separate derivatives, are classified as financial instruments held for
trading unless they are designated as effective hedging instruments. Gains or losses on assets
held for trading are recognised in the statement of income.
Financial liabilities
Loans and interest-bearing finance
Financial liabilities, other than derivative financial instruments, are initially recognised at the
fair value of the payment received, net of the transaction costs that are directly attributable to
the issuance of the financial liability itself; these are subsequently measured at amortised cost,
in other words at the initial value, net of the capital repayments already made, adjusted (up or
down) by the amortisation (using the effective interest rate method) of any differences
between initial value and value at maturity.
Financial liabilities at fair value through Profit and Loss
Employee benefits
The liability relating to short-term benefits guaranteed to employees, paid during the period of
employment, is recognised based on the amount accrued at the end of the reporting period.
Liabilities relating to employment benefits paid during or after the period of employment
under defined benefit plans, represented by the employee termination benefits plan and the
loyalty bonus scheme provided by Article 66 of the national collective agreement of 5 July
1995 for the building industry, are recognised during the vesting period, net of any assets used
to service the plan and advances paid, and are determined based on actuarial assumptions and
recognised on an accrual basis in line with the period of service necessary to qualify for
benefits; the liabilities are measured by independent actuaries.
The method used to measure defined benefit plans is the Projected Unit Credit Method
(PUCM).
With regard to termination benefits, this method consists of calculating the average present
value of obligations under the plan, accrued based on the employees length of service prior to
the measurement date, taking into account the employees future contributions. The
calculation method, applied on an individual basis for the population measured, can be
divided into the following stages: 1) projection of the fund already set aside and future
contributions, which will accrue whenever payment takes place; 2) calculation of the probable
Financial statements at 31 December 2013 234
Salini S.p.A.
payments that will have to be made if the employee leaves the company due to dismissal,
resignation, disability, death or retirement, or in the event of taxes or an advance payment
request; 3) discounting, at the measurement date, of each probable payment; and 4)
recalculation of the probable benefits discounted based on the length of service at the
measurement date, compared with the total length of service whenever settlement takes place.
The same method is used to measure the loyalty bonus, the calculation of which does not
include future contributions from the employee, nor the possibility of advances.
Note that from the 2007 financial year, the Company absorbed the effects of changes
introduced by the 2007 Finance Act and subsequent decrees and regulations relating to the
allocation of termination benefits accrued from 1 January 2007, applicable for companies with
an average of more than 50 employees in 2006. As a result:
the termination benefits accrued at 31 December 2006 remain a defined benefit plan;
the termination benefits allocated to a supplementary pension from the date of this
option (or at the end of the six-month statutory period, unless otherwise indicated)
represent a defined contribution plan;
the termination benefits allocated after 1 January 2007 to the treasury fund represent a
defined contribution plan.
For termination benefits accrued at 31 December 2006, while maintaining the status of a
defined benefit plan, the calculation method has changed due to the absence of future
contributions; in fact, the liability linked to accrued termination benefits is measured for
actuarial purposes at 1 January 2007 (or the date on which the decision was made to allocate
these to a supplementary pension) without using the Projected Unit Credit Method (PUCM),
since the employee benefits accrued prior to 31 December 2006 (or the date on which the
decision was made to allocate these to a supplementary pension) could be considered almost
entirely vested (with the sole exception of the revaluation) in accordance with paragraph 67(b)
of IAS 19.
Conversely, the accounting treatment of amounts accrued from 1 January 2007 is similar to
that for other contribution payments, both in the case of the supplementary pension option,
and in the event of allocation to the INPS treasury fund.
In addition, in accordance with IAS 19, these changes entail the recalculation of the
termination benefits accrued at 31 December 2006; this recalculation (curtailment, as
defined in paragraph 109 of IAS 19) is essentially based on the exclusion of future payments
and the related assumed increases from the actuarial calculation.
Gains and losses arising from the actuarial calculation for both defined benefit plans are
recognised in comprehensive income during the period in which they occur. These actuarial
gains and losses are classified immediately under retained earnings and are not reclassified in
the statement of income in subsequent periods.
Revenues
Revenues other than from work in progress under contract are recognised insofar as it is
possible to determine their fair value reliably and it is probable that the related economic
benefits will materialise. Depending on the type of transaction, revenues are recognised on the
basis of the following specific criteria:
- revenues from sales of goods are recognised when the material risks and rewards of
ownership of the assets are transferred to the buyer;
- revenues from the provision of services are recognised with reference to the stage of
completion of the assets based on the same criteria as for work in progress under contract.
If it is not possible to determine the amount of revenues reliably, this is recognised based
on the costs incurred which are expected to be recovered;
- revenues from lease payments and royalties are recognised during the accrual period,
based on the contractual agreements signed.
Interest revenues (and interest expenses) are recognised based on interest accrued on the value
of the corresponding financial assets and liabilities, using the effective interest rate method.
Dividends received from companies other than subsidiaries, associate companies or joint
ventures are recognised on the vesting of the shareholders right to receive them, following a
resolution by shareholders of investee companies to distribute dividends.
Income tax
This is recognised based on a realistic estimate of the tax expenses due, in accordance with
the prevailing regulations, taking into account any applicable exemptions. The tax rates and
legislation used to calculate the amount are those issued or substantially in force at the
reporting date in countries where the Company operates and generates its taxable income.
The liability for regional income tax (IRAP) and corporate income tax (IRES) to be paid
directly to the tax administration is reported in the statement of financial position under
current liabilities in the Current tax liabilities item, net of payments on account made. Any
positive difference is recognised under current assets in the Current tax assets item.
Deferred and prepaid taxes are calculated using the liability method on temporary differences
between assets recognised in the financial statements and the corresponding values recognised
for tax purposes. Prepaid tax assets are also recognised on tax losses carried forward by the
company.
Deferred tax liabilities are recognised against all taxable temporary differences, except for:
a) when deferred tax liabilities arise from the initial recognition of goodwill or of an asset or
liability in a transaction which is not a business combination and which, at the time of the
transaction itself, has no impact either on net profit calculated for the purposes of the
financial statements, or on profit or loss calculated for tax purposes;
Deferred tax assets are recognised for all deductible temporary differences and for tax assets
and liabilities carried forward, insofar as it is probable that there will be adequate future
taxable income to justify the use of deductible temporary differences and of tax assets and
liabilities carried forward, except for cases where:
- the deferred tax asset associated with the deductible temporary differences derives from
the initial recognition of an asset or liability in a transaction which is not a business
combination and which, at the time of the transaction, has no influence either on net profit
calculated for the purposes of the financial statements, or on profit or loss calculated for
tax purposes;
- with reference to taxable temporary differences associated with equity investments in
subsidiaries, associate companies and joint ventures, deferred tax assets are recognised
only to the extent that it is probable that the deductible temporary differences will be
reversed in future and there is adequate taxable income against which the temporary
differences could be used.
Prepaid tax assets are recognised when their recovery is deemed probable, based on the
estimated future availability of sufficient taxable income for the realisation of the prepaid
taxes themselves. The recoverable nature of the prepaid tax assets is reviewed at each
reporting date.
Deferred tax assets and liabilities are measured based on the tax rates expected to apply to the
financial year in which such assets are realised or liabilities extinguished, considering the
prevailing rates and those already published or substantially published at the reporting date.
Current taxes relating to items recognised outside profit and loss are recognised in
shareholders equity or in the statement of comprehensive income in line with the recognition
of the item to which they relate. Deferred tax assets and liabilities are offset, when there is a
legal right to offset current tax assets against current tax liabilities and the deferred taxes
relate to the same fiscal entity and the same tax authority.
The exchange rates in use at 31 December 2013 were as follows (source: Bank of Italy):
Period end rate Average rate
AED - UNITED ARAB EMIRATES DIRHAM 5.07 4.88
ALL - ALBANIAN LEK 140.53 140.30
ARS - ARGENTINE PESO 8.99 7.28
AZN - AZERBAIJANI MANAT 1.08 1.04
BGN - NEW BULGARIAN LEV 1.96 1.96
DZD - ALGERIAN DINAR 107.79 105.61
ETB - ETHIOPIAN BIRR 26.40 24.86
GEL - GEORGIAN LARI 2.39 2.21
GNF - GUINEAN FRANC 9695.07 9175.70
JOS - JORDANIAN DINAR 0.98 0.94
KZT - KAZAKHSTANI TENGE 212.44 202.14
LYD - LIBYAN DINAR 1.70 1.68
MAD - MOROCCAN DIRHAM 11.25 11.17
MDL - MOLDOVAN LEU 18.01 16.72
MYR - MALAYSIAN RINGGIT 4.52 4.19
NGN - NIGERIAN NAIRA 220.89 211.55
RON - NEW ROMANIAN LEU 4.47 4.42
SLL - SIERRA LEONE LEONE 5944.51 5744.48
TND - TUNISIAN DINAR 2.27 2.16
TRY - NEW TURKISH LIRA 2.96 2.53
UAH - UKRAINIAN HRYVNIA 11.33 10.79
UGX - UGANDAN SHILLING 3484.63 3434.87
PLN - POLISH ZLOTY 4.15 4.20
USD - US DOLLAR 1.38 1.33
PES - CHILEAN PESO 724.77 658.32
INR - Indian rupee 85.37 77.93
SAR - SAUDI RIYAL 5.17 4.98
SGD - SINGAPORE DOLLAR 1.74 1.66
RUB - RUSSIAN RUBLE 45.32 42.34
AUD - AUSTRALIAN DOLLAR 1.54 1.38
PAB - PANAMANIAN BALBOA 1.38 1.33
IQD - IRAQI DINAR 1606.65 1547.26
NAM - NAMIBIAN DOLLAR 14.57 12.83
The preparation of the consolidated financial statements and accompanying explanatory notes
in accordance with IFRS requires the management to make estimates and assumptions based
on subjective opinions, past experience and reasonable and realistic assumptions in view of
the information known at the time of the estimate. These estimates have an impact on the
values of the assets and liabilities and information relating to contingent assets and liabilities
at the reporting date, as well as on the amount of revenues and costs for the period under
review. The actual amounts could be significantly different, following possible changes in the
factors used to determine such estimates. Estimates are periodically reviewed.
Below are the most significant accounting estimates made on the basis of assumptions and
subjective opinions.
Provision for The recoverability of receivables is measured by taking into account the risk of non-payment,
impairment losses ageing and bad debts recognised in the past for similar types of receivables.
on receivables
Intangible assets and The recoverability of the amount recognised in the statement of financial position is evaluated
Equity investments through impairment tests to detect if there are any indicators of impairment. See Note 57 and 58 for
details on the assumptions used.
Provisions, Provisions linked to legal disputes, arbitration and tax disputes are the result of a complex
contingent liabilities estimation process which is partly based on the probability of losing the case. Provisions linked to
and employee employee benefits, particularly termination benefits, are determined based on actuarial assumptions;
benefits changes in these assumptions could have a material impact on these provisions.
Revenues from work A significant part of the Companys activities is typically carried out on the basis of contracts that
in progress involve a payment determined when the contract is awarded. This means that the margins on
contracts of this type could change compared with the original estimates, depending on the
recoverability or otherwise of the additional expenses and/or costs that the Company could incur
during the performance of the contracts.
Income tax Income tax (current and deferred) is calculated in each country in which the Company operates
based on a prudent interpretation of the prevailing tax legislation. This process at times involves
complex estimates to determine taxable income and deductible and taxable temporary differences
between carrying amounts and taxable amounts. In particular, prepaid tax assets are recognised
insofar as it is probable that a future taxable income will be available against which they can be
recovered. The measurement of the recoverability of prepaid tax assets, recognised in relation both
to tax losses that can be used in subsequent periods and deductible temporary differences, takes into
account the estimate of future taxable income and is based on conservative tax planning.
Derivatives and The fair value of derivatives and equity instruments is determined both on the basis of values
equity instruments recognised on regulated markets or quotations supplied by financial counterparties, and based on
valuation models that also take into account subjective valuations such as estimated cash flows,
expected price volatility, etc.
7. Revenues
Revenues for the year came to a total of 769,003, up 3% over the previous year:
Year Year Change %
(Values in /000) 2013 2012 Chg
Work invoiced to customers includes contractual revenues deriving from production carried
out during the year, measured using the stage of completion method. The contribution of the
main contracts is disclosed in the notes on amounts due from/toClient.
The table below shows the breakdown of operating revenues by geographic area:
During the year the Company realised capital gains on asset disposals for approximately
870; in addition, mainly in Italy, the Company recognised prior year income of 1,308.
Under the item Other Revenues the Company entered the amount 4,551, representing the
amount awarded to it by the Council of State, which, in a ruling issued on 10 December 2013,
filed on 20 February 2014, upheld the grounds for the appeal brought by ATI Salini S.p.A.
(former Salini Costruttori S.p.A.) Todini S.p.A, regarding the failure to award the planning
and execution of the Itinerario E 78 Grosseto-Fano - Tratta Grosseto-Siena (SS 223 di
Paganico), dal km. 30+040 al km. 41+600 contract, for a tender amount of 217,783. The
entry of this income item, supported by an appraisal by an external legal counsel that has
assisted in the dispute, complies with the provisions of IAS 10 Events after the reporting
period - 3 and IAS 37 Provisions, contingent liabilities and contingent assets 35, as the
Company considered the asset and the consequent income resulting from the above ruling
to be certain.
8. Cost of sales
The cost of sales amounts to 188,180, an increase of 94,149 compared to the previous year
and is composed of:
Year Year Ch
(Values in /000) 2013 2012
COSTS FOR RAW MATERIALS, ANCILLARY MATERIALS, CONSUMABLES AND SUPPLIES 210,631 114,909 9
CHANGE IN INVENTORIES OF RAW MATERIALS, ANCILLARY MATERIALS, CONSUMABLES AND SUPPLIES (22,450) (20,877) (1
9. Service costs
Service costs were equal to 420,030 as illustrated in the table below:
The decrease compared to the previous year is attributable to normal business operations.
Fees to the independent auditors, Reconta Ernst & Young S.p.A., and other companies of its
network for 2013 are detailed as follows:
(Values in /000)
Type of service Fees
Audit 852
The number of employees at 31 December 2013 was 15,261, up on the figure at 31 December
2012 (12,362 employees), due to the full operation of the foreign work sites.
Other operating costs total 7,848 (8,021 at 31 December 2012) and are composed of:
Year Year Change %
(Values in ) 2013 2012 Chg
Other operating costs, equal to 7,575, represent almost all of this item and are attributable, in
the main, to negative contingencies, capital losses and other operating expenses.
Financial income
Financial expenses
(Values in /1000) 2013 2012 Change
Exchange rate gains (losses), split between realised and unrealised, are shown separately in
the table below:
The figure for net financial income, of 497 million, is higher than the previous year (by 22
million), due to the positive impact of income from equity investments, amounting to 540
For more information on the write-down see the note on equity investments.
Year Year
%
Change
(Values in ) 2013 2012 Chg
Current regional income tax (IRAP) for the period 1,065 2,021 (956) -47%
Current corporate income tax (IRES) for the period 7,884 2,014 5,870 291%
Foreign current taxes 0 9,612 (9,612) -100%
Prior period taxes 0 1,278 (1,278) -100%
The following table contains a breakdown of deferred tax assets and liabilities passed to the
income statement:
B) Recalculation of taxes upon reversal of taxable temporary differences (negative temporary differences)
2013
Deferred
Corporate corporate income Regional Deferred
income tax tax tax regional tax
ITEMS Resdiual (IRES) (IRES) (IRAP) (IRAP) Total Def. tax
Deferred revenues
capital gains instalments** (557) 27.5% (153) 4.82% 0 (153)
FTA IAS 17 - finance leases (1,759) 27.5% (484) 4.82% (85) (569)
NET DEFERRED/PREPAID INCOME TAXES (A-B) 45,468 27.5% 12,504 4.82% (66) 12,438
The amounts receivable for deferred tax assets at 31 December 2013 totalled 9,027, while
amounts payable for deferred tax liabilities totalled 270.
The following table contains a breakdown of deferred tax assets and liabilities:
2012 2013
Prepaid Prepaid Prepaid
Corporate corporate Regional Prepaid regional corporate Regional regional
income tax income tax income tax income tax Total Corporate income income tax income tax income tax Total Prepaid
ITEMS Residual (IRES) (IRES) (IRAP) (IRAP) Prepaid tax Residual tax (IRES) (IRES) (IRAP) (IRAP) tax
A B X= A * B C Y=A*C X+ Y A B X= A * B C Y=A*C X+ Y
Expenses for other years
IAS 38 deferred charges** 0 27.5% - 4.40% - - 22,769 27.5% 6,261 4.82% - 6,261
FTA IAS 38 - intangible assets 97 27.5% 27 4.40% 4 31 97 27.5% 27 4.82% 5 32
FTA IAS 11 - CTC 2,726 27.5% 750 4.40% 120 870 0 27.5% - 4.82% - -
FTA IAS 19 - Post-employment benefits** 372 27.5% 102 4.40% - 102 372 27.5% 102 4.82% - 102
FTA IAS 27 - Elimination intragroup sales adjusments (533) 27.5% (147) 4.40% (23) (170) 0 -
maintenance** 8,597 27.5% 2,364 4.40% - 2,364 23,175 27.5% 6,373 4.82% - 6,373
statutory depreciation/amortisation higher than the admissible tax rate** 3,187 27.5% 876 4.36% 2227.088 893 2,960 27.5% 814 4.82% 18 832
unrealised exchange losses* (289) 27.5% (79) 4.36% 0 - 79 2,327 27.5% 640 4.82% - 640
property write-downs 1,448 27.5% 398 4.36% 55.551 461 1,402 27.5% 385 4.82% 68 453
other deferred expenditure 0 27.5% 0 4.36% 0 - 0 27.5% - 4.82% - -
capital gains on sales of assets to subsidiaries 6,558 27.5% 1,804 4.36% 1901.989 2,089 0 27.5% - 4.82% - -
Taxed reserves 0 0 0 0 - -
contractual risks on works in progress** 0 27.5% 0 4.36% 0 - 615 27.5% 169 4.82% - 169
risks on completed work 381 27.5% 105 4.36% 1304.984 105 45 27.5% 12 4.82% 2 15
work in progress expenses 0 27.5% 0 4.36% 0 - 0 27.5% - 4.82% - -
other legal dispute risks*** 783 27.5% 215 4.36% 533.333 215 790 27.5% 217 4.82% 15 233
country and receivables risks* 11,012 27.5% 3,028 4.36% 0 3,028 16,917 27.5% 4,652 4.82% - 4,652
provision for taxes* - 27.5% 0 4.36% 0 - 0 27.5% - 4.82% - -
Unpaid directors compensation* - 27.5% - 4.36% - - 20 27.5% 6 4.82% - 6
TOTAL A 34,340 27.5% 9,443 4.36% 446 9,910 71,490 27.5% 19,660 4.82% 108 19,768
B) Recalculation of taxes upon reversal of taxable temporary differences (negative temporary differences)
2012 2013
Deferred Deferred Deferred
Corporate corporate Regional Deferred corporate Regional regional
income tax income tax income tax regional income Total Def. Corporate income income tax income tax income tax
ITEMS Residual (IRES) (IRES) (IRAP) tax (IRAP) tax Residual tax (IRES) (IRES) (IRAP) (IRAP) Total Def. tax
Deferred revenues
capital gains instalments** 2,227 27.5% 612,449 4.36% - 612,449 1,670 27.5% 459 4.82% - 459
FTA IAS 17 - finance leases 10,756 27.5% 2,958 4.40% 473 3,431 8,338 27.5% 2,293 4.82% 376 2,669
FTA IAS 39 - amortised cost 35 27.5% 10 4.40% 2 11 35 27.5% 10 4.82% 2 11
FTA IAS 21 - Translation reserve 26,187 27.5% 7,201 4.40% - 7,201 26,187 27.5% 7,201 4.82% - 7,201
FTA IAS 27 - Revaluations of equity investments (1,305) 27.5% (359) 4.40% - (359) 0
capital losses on sales of assets to subsidiaries 56 27.5% 15,277 4.36% 2,422 17,699 0 27.5% - 4.82% - -
gain on disposal of Salini Nigeria Ltd receivables* 0 27.5% - 4.36% - 0 0 27.5% - 4.82% - -
uncollected late-payment interest* 1,902 27.5% 523.05 4.36% - 523 1,902 27.5% 523 4.82% - 523
unrealised exchange gains* 0 27.5% - 4.36% - 0 0 27.5% - 4.82% - -
Deferred dividends 0 0 0 - -
equity method revaluations* 1,305 27.5% 359 4.36% - 359 0 27.5% - 4.82% - -
Additional tax depreciation* 533 27.5% 147 4.36% - 147 533 27.5% 147 4.82% - 147
TOTAL B 41,696 27.5% 638,564 4.36% 2,897 641,461 38,666 27.5% 10,633 4.82% 378 11,011
NET DEFERRED/PREPAID INCOM E TAXES (A-B) (7,357) 27.5% (629,121) 4.36% (2,431) (631,522) 32,824 27.5% 9,027 4.82% (270) 8,756
As shown in the statement of comprehensive income it differs from the net profit (loss) by
1,014; this is due to:
These total 224,636, an increase compared with the amount at 31 December 2012 of
16,148. The breakdown and changes in this item are shown below.
Industrial Work
Land and Plant and and Other Leased in
Vehicles TOTAL
buildings machinery commercial assets assets progre
equipment ss
(Values in /000)
Balances at 31 December 2012 23,410 148,026 75,670 48,150 10,982 128,754 5,628 440,619
Exchange rate adjustment (673) (595) (158) (88) (28) 0 0 (1,541)
Investments 1,310 7,792 10,216 9,292 1,306 54,040 83 84,039
Disposals 0 (10,684) (2,507) (1,104) (238) 0 (3,767) (18,300)
Repurchase of leased assets 0 2,492 0 335 (1) (2,951) 0 (125)
Reclassification under non-current assets held for
0
sale 0 0 0 0 0 0 0
Other changes (657) (3,797) 3,692 (497) 105 (3,499) 0 (4,653)
Historical cost at 31 December 2013 23,389 143,235 86,913 56,088 12,127 176,343 1,944 500,039
Balances at 31 December 2012 (5,718) (111,128) (47,435) (35,693) (7,098) (25,059) 0 (232,131)
Exchange rate adjustment (123) (544) (150) (85) (21) 0 0 (923)
Depreciation and amortisation (1,302) (13,363) (8,928) (10,785) (1,470) (24,348) 0 (60,197)
Write-downs/Reversals 0 0 0 0 0 0 0 0
Disposals 0 9,601 2,481 1,040 199 0 0 13,320
Repurchase of leased assets 0 (1,623) 0 (249) 0 2,039 0 167
Reclassification under non-current assets held for
0
sale 0 0 0 0 0 0 0
Other changes 901 5,630 (3,296) 1,192 (63) 0 0 4,364
Exchange rate adjustment 22 (39) 9 1 2 0 0 (5)
Accumulated Depreciation at 31 December 2013 (6,220) (111,467) (57,319) (44,579) (8,451) (47,368) 0 (275,405)
Net amount at 31 December 2012 17,692 36,897 28,235 12,457 3,884 103,695 5,628 208,488
Net amount at 31 December 2013 17,169 31,768 29,593 11,509 3,675 128,976 1,944 224,636
The increases and decreases in the items relating to plant and machinery, vehicles, equipment
and other assets were due to the acquisitions and/or increased expenses and to disposals in the
period caused by investments for new work sites and for the replacement of assets used in the
production process.
Compared to the previous year there was a substantial increase in leased assets, classified
under Property, plant and equipment in accordance with IAS 17. Specifically, additional
acquisitions were recognised during the year for excavators, drill rigs and truck cranes for the
GERDP contract in Ethiopia and for tractors and drilling machines lease purchased by the
Head Office to then be hired out to the companies Salini Malaysia SDN BHD and JA Todini
Akkord Salini.
The balance of fixed assets under construction is mainly due to new fixed assets and the
inclusion of the production cycle of capital equipment designed for foreign work sites.
The balance of this item is 162. The details of these assets are shown below:
Balances at 31 December
0 0 (340) (16) 0 0 0 0 (357)
2012
Depreciation and
0 0 (123) (1) 0 0 0 0 (124)
amortisation
Disposals 0 0 0 0 0 0 0 0 0
Reclassifications 0 0 183 0 0 0 0 0 183
Exchange rate gains (losses) 0 0 0 0 0 0 0 0 0
Change in consolidation
0 0 0 0 0 0 0 0 0
scope
Other changes 0 0 0 0 0 0 0 0 0
Accumulated Amortisation
reserve at 31 December 0 0 (280) (18) 0 0 0 0 (298)
2013
The net decrease of 93 compared to the figure at 31 December 2012 is attributable to the net
effect of the amortisation for the period partially offset by the capitalisations.
The balance of the item is therefore composed as follows:
- 89 for Intellectual property rights, which include software amortised on a straight-
line basis over three financial years;
- 73 for Trademarks, licences and concessions: this amount relates to the license on
the land for the work site of the Uganda branch.
Investments in associates,
(Values in /000) subsidiaries and joint Other equity investments
ventures
Investments in associates, subsidiaries and joint ventures increased by 975,600 mainly due
to:
- the increase in the value of the equity investment in the subsidiary Impregilo S.p.A.,
which, net of disposals during 2013, amounts to 956 million;
- the increase of 15 million in the value of the equity investment in the subsidiary
CMT I/S, as a result of the conclusion of the agreement, finalised on 10 October 2013,
for the sale of 39.995% of the interests attributable to CMT I/S held by Tecnimont
Civil Construction S.p.A.;
- the increase of 2.8 million in the value of the equity investment in the wholly-owned
subsidiary Salini Australia Pty Ltd;
- the increase of 1.1 million in the value of the equity investment in the Turkish
associate Gaziantep Hastane Sag.Hizm.Isl.Yat.Anonim Sirketi.
The other equity investments decreased during the period by (1,152). The change was due to
the disposal of the equity investment in the company Autostrade Torino-Milano S.p.A.
(1,126) and the closure of the equity investment in the company Costruttori Romani Riuniti
Grandi Opere (26).
The impairment test of the item Equity investments, carried out also to assess any reversals
of previously recognised impairment losses, has been carried out on a caseby-case basis,
considering the specific objectives pursued by each investee during the performance of their
operating activities.
Based on such approach, the item Equity investments can be analysed as follows:
Interests in special purpose entities (SPEs) 33,915 17,384 16,531
Other Equity investments in companies with indefinite lives 1,261,994 339,730 922,264
Special purpose entities (SPEs) are legal entities set up specifically and solely to carry out
construction contracts which Salini will not carry out directly and in which Salini has an
interest equal to its share of the tender. These entities have a corporate structure compliant
with the customers requirements as communicated during the tender procedure and
Financial statements at 31 December 2013 252
Salini S.p.A.
considering the specific legal context of the country in which the contract will be performed.
They are classified depending on whether they are: (i) SPEs, the profit or loss of which are
allocated to their venturers in line with their interests as provided for by law (i.e.: Italian-
based consortia and consortium companies which operate on a recharges of costs basis),
and (ii) other SPEs for which this allocation is not provided for by law (e.g., foreign limited
liability companies, companies limited by shares, etc.).
With respect to the SPEs that directly allocate their profit or loss to the venturers on whose
behalf they operate, the company does not test them for impairment as any contract losses are
passed on to the venturers.
The other SPEs are assessed for impairment as the profits or losses on the contracts they
perform are not systematically reflected in the income statements of their venturers.
Accordingly, their contracts are considered when testing for indication of impairment.
Specifically, the SPEs statements of financial position, which include the estimated contract
costs or profits and are prepared in accordance with the relevant accounting standards
interpreted by the Groups procedures, are considered as they show the estimated cash flows
of the entity.
Other equity investments in companies with indefinite lives relate to non-consortium
companies whose business object covers more than just one contract.
In compliance with the provisions of the current IAS 36 and as recommended by the Bank of
Italy CONSOB ISVAP joint document no. 4 of 3 March 2010, the Company has
conducted impairment tests to identify any impairment losses and reversals of previous
impairment losses recognised, by analysing the individual investee companies considering the
specific objectives pursued by each of them during the performance of their operating
activities. This measurement was carried out based on the discounting of future cash flows
forecast in the companies business plans.
As a result of these measurements, impairment losses totalling (69,452) were recognised for
the year 2013, relating to:
Todini S.p.A. 69,000;
Salini India Private Limited 240;
SALINI RUS OOO 74;
TB Metro S.r.l. 138.
Specifically, for the measurement of the value in use of Todini S.p.A., in accordance with the
procedures established by the applicable accounting standards, the following Cash Generating
Units have been identified, according to geographic area, as announced in the Business Plan
approved by the Board of Directors of the Company in 2013 as part of the merger plan:
Italy
European Union (excluding Italy)
European countries outside of the European Union
Asia
Africa
America
In line with previous years, certain prudent adjustments were made to the assumptions
underlying the Plan and in particular:
a) a lower growth rate for revenues;
b) EBITDA and EBIT around 3% lower.
Moreover, the company has considered the following assumptions in its calculation of value
in use based on the expected cash flows taken from the Plan:
the terminal value was calculated by developing an assumption of sustainable earnings
that enabled the estimation of stable net operating cash flow over the long term on a
going concern basis. The assumptions underlying the estimate of the sustainable net
operating cash flow are:
o EBITDA equal to the average for the years 2016/2018;
o EBIT equal to around 5.5% of revenues (vs 8.5% in the Salini 2013-2016
Business plan);
o depreciation and amortisation aligned to investments for maintenance of the
level of fixed capital (i.e. 4% of revenues);
o balance of working capital of 0.
The operating cash flows used are net of theoretical tax expense calculated based on
Italian taxation (IRES corporate income tax 27.5%, IRAP regional business tax
4.82%). This is a prudential approach because the company operates in countries
operates in countries with lower tax rates than in Italy.
Risk Free
o Mature countries: calculated by taking the corresponding ten-year government
bond (six-month average) as the reference for the risk-free return;
o Emerging countries: calculated by taking the ten-year German government
bond (AAA rating, six-month average) as the reference for the risk-free return;
Beta: calculated based on the average volatility of Salini Impregilo and the main
comparable listed companies in the last 2 years, taking into account the differential
effects related to the level of debt and the tax rate (source: Bloomberg)
Equity market risk premium: equal to 5%, commensurate with the yield differential
(historic and long-term) between equities and bonds on international financial markets
Country Risk Premium:
o Sovereign risk: calculated according to the rating associated with the country
of reference on the basis of default risk (source: Damodaran/Moodys)
o Long-term inflation differential between Germany (Mature country) and the
country of reference: reflecting the expected depreciation of the local currency
against the Euro. This approach is conservative because it assumes that the
future cash flows are fully exposed to currency risk, whereas in practice also a
significant part of the cash flows is governed by contracts in hard currency
(i.e. Euro);
Financial statements at 31 December 2013 254
Salini S.p.A.
The cost of debt has been estimated, based on the risk-free market rate (including the
Country Risk Premium) and an average corporate spread of 300 basis points,
expressed net of the tax shield.
Structure of objective sources of funding (D/D+E): equal to 30%, in line with the
average debt, at market values, of the Salini Impregilo Group and the main
comparable listed companies.
The overall weighted average cost (WACC) of Todini has been calculated by
considering the underlying risk specific to the countries in which Todini operates
(blended discount rate); the weighting factor has been set on the basis of the average
exposure of the business reflected in the business plan for the different countries.
The rate of growth in operating cash flows after the explicit period and in perpetuity,
which is used to calculate the residual value (rate g), has been estimated at 2%. The
rate has been estimated taking into account the macroeconomic parameters of
reference (relative GDP growth) of the countries in which Todini operates; this value
of approximately 4% was prudently estimated at 2% (value aligned to the growth rate
of Salini used for the purposes of the exchange).
Based on the above assumptions applied to analyse the Plans cash flows, the resulting value
in use for Todini S.p.A. is 196 million. This value, when compared to the overall investment
held by the Company in Todini S.p.A., of 265 million, consisting of the carrying amount of
the equity investment held by the Company of 35.2 million and financial receivables due to
the Company from Todini S.p.A. of 230 million, showed an impairment loss of 69,000.
Accordingly the Company fully wrote-down the carrying amount of the equity investment in
Todini S.p.A. by 35,201 and recognised an amount of 33,799 under the risk provision to
cover losses on equity investments.
Non-current financial assets consist of: i) 1,658 relating to receivables due for interest-
bearing loans granted to associates and subsidiaries; ii) 2,611 for non-current receivables due
from other companies, mainly consisting of security deposits to third parties, of which 802
relating to Italy, 1,485 to Dubai, 185 to Uganda, and 83 to Ethiopia.
Other current financial assets at 31 December 2013 amounted to 4,427 composed primarily
of:
2,145 relating to advances to suppliers and subcontractors, including in particular
1,900 for the Uganda branch, 140 for the Ethiopia branch and 105 for the Dubai
branch;
398 relating to prepayments for guarantees;
1,871 relating to miscellaneous prepayments.
Other current assets total 71,510 and are mainly composed of:
Net receivables for advances to suppliers relate mainly to Kazakhstan (13,889), Ethiopia
(6,636), Uganda (2,063), Romania (2,175), Libya (1,209) and the head office of Salini
S.p.A. (1,565). The decrease in advances to suppliers of 13,883 is due to increases and
decreases prompted mainly by: the decrease for the Kazakhstan branch (of 10,055), Ethiopia
branch (of 5,503) and Italy (of 1,366), partially offset by the increase for the Romania
branch (of 2,176) and the Libya branch (of 1,202).
Receivables from other companies of 19,735 million mainly included receivables from
partners Acciona and Ghella S.p.A. in the temporary partnership established with Salini
S.p.A. (former Salini Costruttori S.p.A.) to execute the TAV/San Ruffillo contract amounting
to 18,630.
Receivables from parent companies relate to the receivables from Salini Costruttori S.p.A., of
which 3,120 relating to the national tax consolidation system and the remainder, 1,228,
relating to the reinvoicing of an insurance settlement awarded to the parent Salini Costruttori
S.p.A. but due to Salini S.p.A.
22. Inventories
RAW MATERIALS, ANCILLARY MATERIALS AND CONSUMABLES 132,133 111,446 20,687 19%
The table below shows the changes in raw materials, ancillary materials and consumables:
Inventories of raw materials, ancillary materials and consumables are essentially made up of
construction materials and spare parts for operating machinery.
The increase in this category, of 20,687, coincides with the net increase in inventories and is
mainly due to: the decrease in procurement in Uganda, by 1.5 million, due to the closing of
contracts in Kazakhstan, by 4.9 million, due to the progressive approach towards the
conclusion of the works; the increase in procurement in Ethiopia, by 26.5 million, due to the
full operation of the existing contracts and the increase in procurement in Sierra Leone, by
1.6 million, due to the start-up during 2013 of the Matatoka-Sefadu contract and variation
orders on the already existing contracts.
These amounts are due to the extensive procurement of materials and spare parts necessary
for complex works.
The current assets of the statement of financial position include the item Amounts due from
clients which at 31 December 2013 stood at 251,391, an increase on the balance of 23,773
at 31 December 2012.
The table below shows the amount of work in progress measured according to the percentage
of completion method, net of actual or estimated losses at the reporting date and progress
billing:
31 December
31 December 2013 Change
(Values in /000) 2012
31 December
(Values in /000) 31 December 2013 Change
2012
Italy 69,754 89,568 (19,814)
EU (excluding Italy) 648 0 648
Non-EU 0 0 0
Asia 36,770 59,800 (23,030)
Africa 144,219 78,249 65,970
Total amounts due from clients 251,391 227,617 23,773
The changes posted during the year, amounting to 23,773, are due for the increase to the
contracts in Ethiopia and the contract in Libya, and for the decrease to the contract in
Kazakhstan, Dubai contract and the Metro B1 contract in Italy.
Amounts due to clients within 12 months, shown in the statement of financial position under
current liabilities, totals 157,165, up by 24,429 compared with the balance transferred at 31
December 2012.
This item breaks down as follows:
31 December
(Values in /000) 31 December 2013 Change
2012
31 December
(Values in /000) 31 December 2013 Change
2012
Italy 667 147 520
EU (excluding Italy) 19,028 0 19,028
Non-EU 0 0 0
Asia 3,392 18,344 (14,952)
Africa 134,078 114,245 19,834
The changes posted during the year, amounting to 24,429, are due for the increase to the
contracts in Ethiopia and the contract in Romania, and for the decrease to the contract in
Kazakhstan.
The item Amounts due to client after 12 months, presented in the statement of financial
position under non-current liabilities, totals 400,433, a reduction of 16,068 compared with
Financial statements at 31 December 2013 259
Salini S.p.A.
the balance transferred at 31 December 2012. This item, which includes the amount of the
advance to be refunded, as contractually agreed, to the client after 12 months, is composed as
follows:
31 December 31 December
(Values in /000) Change
2013 2012
Contractual advances after 12 months 400,433 416,500 (16,068)
Total amount due to clients after 12 months 400,433 416,500 (16,068)
31 December
(Values in /000) 31 December 2013 Change
2012
Italy 0 0 0
EU (excluding Italy) 0 0 0
Asia 0 0 0
Africa 400,433 416,500 (16,068)
North America 0 0 0
South America 0 0 0
Oceania 0 0 0
Total non-current amounts due to clients 400,433 416,500 (16,068)
The contractual advances are almost entirely attributable to the Ethiopia branch.
Contract work in progress posted to liabilities represents the negative net value resulting, for
each individual contract, from the algebraic sum of works in progress, provisions for
contractual risks and partial billing.
31 December 31 December
(Values in ) Change
2013 2012
During the period, a net increase in receivables accrued totalling 112,582. The net effect was
due to the following main changes that occurred during the period:
- in Italy the change, of 39,909, was mainly due to: (i) issue of certificates on operational
contracts (21,521); (ii) the allocation of 4,551 to invoices to be issued following the
Council of State ruling (see section 7 of these explanatory notes); (iii) the increase in
interest income on the correspondent current account held with the subsidiary Todini
Costruzioni Generali S.p.A. of around 4,663 those held with the parent Salini Costruttori
S.p.A. of around 3,520;
- in Ethiopia the change, of 55,417, was attributable for around 41 million the
classification under liabilities of a contractual advance connected to a contract, and for the
remainder, of around 16 million, to ordinary operations and therefore to an increase in
receivables from customers;
- in Zimbabwe the change, of 22,929, was mainly due to the reallocation of the 2013
earnings of the subsidiary JV Mukorsi:
- lastly in Uganda the change, of 8,681, was attributable to receipts on certificates issued,
following the completion of the works. The figure still outstanding at 31 December 2013
was due to the sale of a machine that was no longer used because the production activities
had ended;
- the remaining changes were attributable to the normal operational management of the
contracts.
The provision for impairment losses had a balance at the end of the year of 5,993, having
decreased by 478 during the year as shown in the table below:
Release of Balance at
Balance Sheet
Balance at 31 Allocation to provision 31
use of the
December 2012 provisions to Income December
provision
(Values in /000) Statement 2013
For receivables from customers 5,931 0 0 0 5,931
For receivables from other customers 540 53 (531) 0 62
Total Provision for impairment losses on receivables 6,471 53 (531) 0 5,993
Financial statements at 31 December 2013 261
Salini S.p.A.
The provision made for Customers, of 5,931, is entirely attributable to the Sierra Leone
branch.
The part relating to Other Customers, amounting to 62, decreased during the year by 478
almost entirely due to the balance sheet use of the provision following the proceeds received
on the items written down in previous years.
The balance at 31 December 2013 is mainly composed of VAT receivables and indirect taxes.
This item, amounting to 49,903, has increased compared to the previous period by (21,729)
and is composed as follows:
(Values in /000) 31 December 2013 31 December 2012 Change
The balance of cash and cash equivalents represents active bank account balances at the end
of the year and the amounts of cash, cheques and securities existing at the registered office,
the work sites and the foreign subsidiaries.
The restricted deposits at 31 December 2013 relate almost entirely to a revolving deposit
account opened by the Romania branch, amounting to 20,905, for contractual advances
received.
ANALYSIS OF CASH AND CASH EQUIVALENTS Note Dec 2013 Dec 2012
41,977 0
32,310 41,977
Summary of use in
Available the previous three
Nature/description Amount Possible use years
portion
To cover
Other
losses
Profit reserves:
Legal reserve 2,252,215 B
FTA reserve 18,445,357 B
Capital contribution reserve 141,483,568 A,B,C 141,483,568
Reserve ex art. 2426.8 bis Civil Code 993,971 A,B 993,971
Non-distributable reserve ex art. 2426.4 Civil Code 0 A,B 0
Other Reserves 160,922,896
Total 163,004,379
non-distributable portion 993,971
On 12 June 2013 the Shareholders Meeting, during the approval of the financial statements at
31 December 2012, resolved on the allocation of the net profit for the year of 45,044 (on the
basis of the financial statements prepared in accordance with the Italian accounting standards)
and the dividend distribution.
The distribution was approved of a dividend of 0.208 per share, for a total of 12,979.
Legal reserve
The legal reserve, amounting to 2,252 (0 at 31 December 2012), changed during the period
due to the allocation of the profit for the year 2012.
IFRS conversion reserve
The IFRS conversion reserve amounted to 18,445. See section 39 for more details regarding
the breakdown of the balance of this reserve.
Other reserves
Other reserves totalled 142,478 and related to:
o Capital contribution reserve of 141,484, unchanged from the previous year;
o Reserve ex art. 2426.8bis Civil Code, amounting to 994, entirely constituted during
the year upon allocation of the profit for the year 2012.
OCI reserves
Reserves relating to components of comprehensive income at 31 December 2013 totalled
5,732,100, representing an increase of 33 compared with the previous period. See the
statement of comprehensive income for details of the change.
Accrued expenses for bank and other interest payable < 12 12,264 102 12,162
The following table contains a breakdown of payables to banks, divided into current and non-
current:
CURRENT NON-CURRENT
Bank overdrafts amounted to 17,593 and mainly consisted of 3,094 for the Head Office and
14,397 for the Dubai branch.
Short-term loans in the form of hot money remained essentially unchanged compared to the
previous year, while other loans, totalling 589,132 at 31 December 2013, mainly related to:
- 354,992 from the subscription, on 10 December 2013, of an unsecured Term Loan
Facility (for a total of 425,000 also considering the amount attributable to the former
Impregilo S.p.A.) with a 3-year expiry, taken out to refinance debt assumed for the
public tender offer as well as some existing credit facilities. Banca IMI/Intesa
Sanpaolo SpA, BNP Paribas Italian Branch, Natixis SA Milan Branch, and UniCredit
SpA are involved in the transaction as Mandated Lead Arrangers, while Banco
Santander SA Milan Branch and Banco Bilbao Vizcaya Argentaria SA Milan Branch
are acting as Co-Arrangers;
portion
2014 2015 2016 2017 2018
Lending bank type >5 Total
portion portion portion portion portion
years
Banca Pop. Emilia Romagna Loan 20,294 20,294
Intesa San Paolo Loan 9,490 25,000 18,000 52,490
Banca Popolare di Bergamo Loan 15,000 15,000
BNL Bnp Paribas SACE Loan 19,626 20,000 20,000 20,000 20,594 100,220
Banca del Mezzogiorno Loan 4,683 9,674 10,099 10,543 35,000
CBD Dubai Loan 1,974 1,974
BMCE Marocco Loan 5,796 5,796
Banca IMI Refinancing Loan 3,413 354,992 358,405
Cariparma Loan 30,234 30,234
Banca Pop. Emilia Romagna Loan 30,000 30,000
Payables due to other lenders totalled 128,238 and were composed as follows:
CURRENT NON-CURRENT
Indirect factoring transactions 1,183 - 1,183 - - -
Leases 31,569 19,702 11,867 95,486 83,793 11,693
Total payables to other lenders 32,752 19,702 13,050 95,486 83,793 11,693
For the year 2013 there was an overall increase of 24,743 in Payables to Other Lenders
essentially due to the greater use of leases for the purchase of industrial machinery and
equipment especially for the Ethiopia branch.
Lastly, the Financial payables to Subsidiaries, Associates and Parents, which increased from 3,147 at
31 December 2012 to 79,938 at 31 December 2013, showed a marked increase mainly as a result of
the:
- debit balance on the correspondent current account opened on 7 October 2013 with the
subsidiary CMT I/S, amounting to 59,295;
- loan disbursed to the subsidiary Salini Namibia Pty Ltd. of 18 October 2013 for 12,358.
Provisions for risks and charges totalled 41,512, and increased by 32,660 compared with 31
December 2012 as shown in the table below:
COMPANY (/000)
Groupment Italgisas in liquidation 842
Ital.Sa.Gi. Sp.Z.O.O. 222
Risalto 2
Salini Bulgaria AD 1,425
Tokwe Mukorsi Dam 121
Con.Sal. S.c.n.c. in liquidation 12
Variante di Valico Scarl in liquidation 5
Todini Costruzioni Generali 33,799
Other 10
Total 36,439
The accrual for the year 2013, totalling 33,799, incorporates the results of the impairment
tests carried out on the investee Todini Costruzioni Generali S.p.A.. The tests, identified the
need for a write-down of the carrying amount of the equity investment of 35.2 million, as
well as a provision to cover losses as reported above;
- provisions for risks on completed contracts, with a balance of 20, refer to the Poland
contract;
- the provision for risks on work in progress decreased during the period by 336 due to
the release of the legal expenses provision made in previous years;
- provisions for legal disputes, which shows a decrease for the year of 469 mainly due
to the release of provisions linked to social security positions closed during the 2013
(totalling 187) and the use of provisions by the Head Office (amounting to 78) and
the Uganda branch;
- the tax provisions consist of the allocations made for contingent liabilities for pending
lawsuits and provisions for legal expenses and amount to 4,757 mainly for the
provision made by the Ethiopia branch.
Other liabilities totalled 32,938, of which 6,249 was the non-current portion and 26,688
the current portion, as detailed below:
The loyalty bonus is governed by Article 66 of the national collective agreement of 5 July
1995 for the building industry. The agreement states that, from the 20th year of uninterrupted
and effective service, the employer shall pay the employee, each year, or on each subsequent
anniversary, a bonus equivalent to one months salary. In addition, in the event that an
employee who is already eligible for the bonus should be dismissed other than on disciplinary
grounds, the agreement states that the bonus shall continue to accrue for as many months as
there are whole months of service since the previous bonus vested. The loyalty bonus is thus
similar to a deferred salary and falls into the category of defined benefit plan.
The method used to measure defined benefit plans is the Projected Unit Credit Method
(PUCM).
To calculate the termination benefits accrued according to the PUCM, as described in the
accounting policies, the valuation is based on the following actuarial assumptions:
Demographic assumptions about employees who are entitled to receive the benefit,
such as:
Salini SpA
Turnover 20%
The following table illustrates the changes in the provision in question, highlighting the
effects on the statement of income, particularly the service cost classified under personnel
costs and the interest cost classified under financial expenses, the offsetting entry of
actuarial (gains)/losses is shareholders equity.
(Values in /000) Termination benefits Loyalty bonus
Service cost 0 14
Interest cost 38 12
Impact on statement of income 38 26
The overall increase in trade payables, from 264,423 at 31 December 2012 to 280,712 at 31
December 2013 is mainly attributable to the net effect of the greater debt position recognised
by the Ethiopia branch and the reduction in the payables recognised by the Zimbabwe,
Uganda, Sierra Leone and Dubai branches.
The Italy payables amount to 88,507.
The figure has increased by 5,270 compared to 31 December 2012. The item Indirect Taxes
mainly consists of the VAT payable recognised for the Ethiopia branch (amounting to 3,138)
and the Romania branch (amounting to 4,531), whereas the item Direct Taxes is
essentially made up of the IRPEF payable for employees attributable to the Head Office
(2,047) and Other Direct Taxes relating to income tax local personnel and withholding tax
on services both relating to the Ethiopia branch (totalling 4,739).
Financial statements at 31 December 2013 271
Salini S.p.A.
There are no material transactions with related parties, including intercompany transactions,
of a non-recurring or unusual and/or atypical nature.
The following tables contain information on material transactions of a capital, financial and
economic nature at 31 December 2013:
Total
Financial Total Provisions for risks and
Receivables Payables Total Costs financing
assets Revenues charges
income (costs)
Consorzio Fat 0 46 0 11 0 0 0
Maver 0 46 0 11 0 0 0
Perugia 219 0 46 0 11 0 0 0
Piscine Scarl 0 35 0 30 0 0 0
Co.Ge.Fin s.r.l. 0 46 0 11 0 0 0
Galileo scarl 0 27 0 11 0 0 0
Risalto srl 0 0 0 0 0 0 2
PANTANO S.C.R.L.(10.5%) 0 0 65 0 1 0 0
Guarantees
The total value of guarantees given is 344,619 as detailed below:
IFRS 7
The principal market risks to which the Company is exposed are interest rate risk, exchange
rate risk, liquidity risk and credit risk.
The change in fair value, recognised in the comprehensive income for the effective part, was
(7).
The fair value of the derivatives, amounting to (55), was recognised under non-current
financial liabilities.
With regard to the exposure to interest-rate, if 2013 interest rates had been 75 basis points
higher (or lower) on average, with all other variables constant and without considering cash
and cash equivalents, the pre-tax profit (loss) would have had a negative (positive) change of
4,121 million, (906 negative/positive for the income statement for the year 2012).
Exchange rate risk
In terms of exchange rate risk, Company policy is to preserve the monetary difference
between trade receivables and payables in foreign currency by borrowing in local currency.
At 31 December 2013, no cash flow hedges were in place for specific contracts.
Financial statements at 31 December 2013 274
Salini S.p.A.
The following table illustrates the main assets and liabilities in foreign currency at 31
December 2013, together with the results of the sensitivity analysis:
(Values in /000)
D D
STATEMENT STATEMENT
OF INCOME OF INCOME
LIABILITI Exchange
ASSETS NET EXCHANGE EXCHANGE
STATEMENT OF FINANCIAL ES rates at 31
(Currenc (Currency/0 RATE RATE
POSITION EXPOSURE (Currency/0 December
y/000) 00) EUR/Currenc EUR/Currenc
00) 2013
y y
+5% -5%
(EUR/000) (EUR/000)
Trade receivables
Amounts in United Arab Emirates Dirham
97,755 97,755 (965) 965 5.07
(Dubai)
Amounts in Tenge (Kazakhstan) 2,605,270 2,605,270 (613) 613 212.44
Amounts in Ethiopian Birr (Ethiopia) 113,130 113,130 (214) 214 26.40
Amounts in Moroccan Dirham (Morocco) 58,075 58,075 (258) 258 11.25
Amounts in Libyan Dinar (Libya) 270 270 (8) 8 1.70
Amounts in Zloty (Poland) (0) (0) 0 (0) 4.15
Amounts in Leone (Sierra Leone) 3,868,199 3,868,199 (33) 33 5,944.51
Amounts in Ugandan Schillings (Uganda) 0 0 0 0 3,484.63
Trade payables
Amounts in United Arab Emirates Dirham
(66,308) (66,308) 655 (655) 5.07
(Dubai)
Amounts in Tenge (Kazakhstan) (2,632,646) (2,632,646) 620 (620) 212.44
Amounts in Ethiopian Birr (Ethiopia) (130,451) (130,451) 247 (247) 26.40
Amounts in Moroccan Dirham (Morocco) (15,622) (15,622) 69 (69) 11.25
Amounts in Libyan Dinar (Libya) (1,179) (1,179) 35 (35) 1.70
Amounts in Zloty (Poland) (131,405) (131,405) 1,582 (1,582) 4.15
Amounts in Leone (Sierra Leone) (6,161,348) (6,161,348) 52 (52) 5,944.51
Amounts in Ugandan Schillings (Uganda) (1,918,846) (1,918,846) 28 (28) 3,484.63
Derivative instruments 0 0 0 0 0
Liquidity risk
The Company may be exposed to liquidity risk deriving, on the one hand, from a slowdown in
payments from clients, and on the other from potential difficulties in locating external sources
of funding to finance its industrial projects. Therefore, the Group dedicates special attention to
managing the resources generated or absorbed by operating and/or investment activities and
to the characteristics of the debt in terms of maturity and renewal in order to ensure effective
and efficient management of financial resources.
As a result, a number of policies and processes have been adopted to optimise the
management of financial resources in order to manage and mitigate liquidity risk:
tendency towards centralised management of collection and payment flows;
monitoring the available liquidity level;
optimising the lines of credit;
monitoring the forecast liquidity.
The following tables illustrate the Companys exposure to liquidity risk and maturity analysis:
(Values in /000)
TRADE DERIVATIVE
TOTAL
FINANCIAL PAYABLES INSTRUMENTS
PAYABLES
MATURITY
(/000) (/000) (/000) (/000)
a
d=a+b
b c
+c
The maturities shown here have been analysed using non-discounted cash flows and the
amounts have been entered taking into account the first date on which payment could be
required.
To meet these liquidity requirements, the Company has cash reserves and generates cash flow
from operations.
Credit risk
Credit risk is represented by exposure to potential losses arising from non-performance of
obligations assumed by clients, nearly all of which are associated with sovereign states or
government bodies. Credit risk is thus linked to country risk.
Non-current assets
Loans to associate companies, subsidiaries and other Group companies 4,358 4,358 4,358
Current assets
Non-current liabilities
Current liabilities
Assets and
Available- Total
31 December 2013 Loans and Assets held to liabilities at Liabilities at Fair
for-sale carrying
(Values in /000) receivables maturity fair value amortised cost value
assets amount
through P&L
Non-current assets
Loans to associate companies, subsidiaries and other Group companies 4,350 4,350 4,350
Financial assets deriving from concessions - -
Current assets
Trade receivables 306,527 306,527 306,527
Other current assets* 71,510 71,510 71,510
Current financial assets 447,929 447,929 447,929
Cash and cash equivalents 49,904 49,904 49,904
Non-current liabilities
Non-current financial liabilities 1,005,374 1,005,374 1,005,374
Current liabilities
Trade payables 280,712 280,712 280,712
Current financial liabilities 222,835 222,835 222,835
Other current liabilities* 26,688 26,688 26,688
INTRODUCTION
As stated in Note 1, as part of the project commenced in 2008 for the transition to the IAS/IFRS
for the presentation of the separate and consolidated financial statements of the most
significant Group companies, the Company, in order to bring itself into line with the
prevailing being used by companies in the construction industry and ensure access to
international tender contracts, exercised the right established in Articles 2 and 3 of Legislative
Decree 38 of 28 February 2005. Accordingly, the separate financial statements and the
consolidated financial statements at 31 December 2013 have been prepared in accordance
with the above-mentioned international financial reporting standards.
To that end, for the preparation of the above-mentioned document and the presentation of the
financial data and necessary comparison information, the date of transition to the IAS/IFRS
was designated as 1 January 2012.
In accordance with IFRS 1 First Time Adoption, the quantitative and qualitative information
on the effects of the transition to IFRS is provided below. In particular, this information
relates to the impact that the transition to the International Financial Reporting Standards
(IFRS) has had, with reference to the year 2012, on the financial position, earnings and cash
flows.
The that end, the following have been prepared:
notes concerning the rules for first time adoption of IFRS (IFRS 1), and the other
standards selected, including the assumptions of the directors on the standard and the
IFRS interpretations in force and the accounting policies adopted in the preparation of
these complete separate financial statements prepared in accordance with the IFRS at 31
December 2013.
The reconciliation between the shareholders equity in accordance with previous
accounting standards and the shareholders equity under IFRS at the following dates:
- date of transition to the IFRS (1 January 2012);
- date of closure of the last financial year for which financial statements were prepared
in accordance with the previous accounting standards (31 December 2012).
The reconciliation of the profit or loss reported in the last financial statements prepared in
accordance with the previous accounting standards (year 2012) with the profit or loss from
the application of the IFRS for the same year.
The comments to the reconciliations.
The IFRS statements of financial position at 1 January 2012 and at 31 December 2012 and
the IFRS consolidated income statement for the year ended 31 December 2012.
The statements of financial position at 1 January and at 31 December 2012 and the income
statement and the statement of comprehensive income for the year ended 31 December 2012
have been prepared by making the appropriate adjustments and reclassifications to the final
figures, prepared in accordance with the Italian laws and accounting standards, to reflect the
amendments to the basis of presentation, recognition and measurement required by the IFRS.
The financial statements and reconciliations have been prepared solely for the purpose of
preparing the first complete financial statements in accordance with the IFRS as adopted by
the European Union and do not contain the comparative data and the explanatory notes that
would be required to give a true and fair view of the consolidated statement of financial
position and results of operations of the Company in accordance with the IFRS.
It should be noted, moreover, that they have been prepared in accordance with International
Financial Reporting Standards (IFRS) currently in force, including the IFRS recently adopted
Financial statements at 31 December 2013 278
Salini S.p.A.
by the International Accounting Standards Board (IASB), the International Accounting
Standards (IAS) and the interpretations of the International Financial Reporting
Interpretations Committee (IFRIC), including those previously issued by the Standing
interpretations Committee (SIC). These standards are those in force at 31 December 2013.
The differences arising from the application of the IFRS compared to the Italian accounting
standards, as well as the choices made by the Company in the accounting options provided by
the IFRS, have resulted in a restatement of the accounting figures prepared in accordance with
the previous Italian regulations on financial statements with effects on shareholders equity
that may be summarised as follows:
Italian accounting
(/000) Adjustments IAS/IFRS
standards
Italian accounting
(/000) Adjustments IAS/IFRS
standards
The reconciliation between the shareholders equity at 1 January 2012 and 31 December
2012, as well as the profit or loss at 31 December 2012, prepared on the basis of Italian
accounting standards and in accordance with the IFRS is provided below. The individual
adjust items are shown in the table after tax; the Tax effect on the reconciling items is
shown in a separate adjustment item.
1 January 2012
(Values in /000) ITA GAAP Adj IAS/IFRS IAS/IFRS
ASSETS Reclassified
Property, plant and equipment 74,780 72,771 147,551
Investment property 0 0 0
Intangible assets 1,074 (793) 281
Investments in associates, subsidiaries and joint ventures 51,095 (3,089) 48,006
Other equity investments 122,873 0 122,873
Non-current financial assets 3,598 32 3,629
Other non-current assets 1,717 0 1,717
Deferred tax assets 9,103 (5,924) 3,179
Net profit/(loss) 0 0 0
31 December 2012
31 December 2012
INCOME STATEMENT ITA GAAP Adj IAS/IFRS IAS/IFRS Note
(Values in /000) Reclassified Reclassifications
Revenues 685,022 1,033 686,054 [11]
Other Revenues and Earnings 58,542 1,173 59,715
Note 11 Revenues
The increase in revenues of 1,033 is mainly due to the net effect of the following changes:
(ii) restatement of the work in progress in order to take account of IAS 17 for leased assets
(accordingly, the depreciation of the assets, rather than the lease payments, is considered in
the final costs); (i) inclusion in the measurement of the contract work in progress of building
site start-up and contract acquisition costs, posted under intangible assets according to the
previous Italian accounting standards.
Re valuation
Provis ion Provis ion Re le as e /Us e
Original Cos t Re valuations Write -downs B alance Re clas s ./Acq./Dis p. Divide nds s / write - Othe r change s Total Original Cos t Write -downs
Re clas s ification Accrual Provis ions
downs
a) Equity inve s tme nts in s ubs idiarie s
JV Todini - Akkord - Salini 2,055 0 0 2,055 0 0 0 0 0 0 0 0 2,055 0
SALINI AUSTRALIA PTY LTD 8 0 0 8 2,813 0 0 0 0 0 0 2,813 2,820 0
CO.GE.MA. SPA 2,059 0 0 2,059 0 0 0 0 0 0 0 0 2,059 0
CMT I/S 1,922 0 0 1,922 15,000 0 0 0 0 0 0 15,000 16,922 0
Impregilo SpA 0 0 0 0 1,253,318 0 0 0 0 0 0 1,253,318 1,253,318 0
HEMUS MOTORWAY AD 338 0 0 338 0 0 0 0 0 0 0 0 338 0
Salini India P rivate Limited 240 0 0 240 (240) 0 0 0 0 0 0 (240) 0 0
Metro B1 Scarl 1,953 0 0 1,953 0 0 0 0 0 0 0 0 1,953 0
Metro B s.r.l. 10,504 0 0 10,504 0 0 0 0 0 0 0 0 10,504 0
Risalto S.r.l. RM in liquidation 0 0 0 0 80 0 0 0 0 0 0 80 80 0
RIMATI SCARL 699 0 0 699 0 0 0 0 0 0 0 0 699 0
SAMA Scarl in liquidation 41 0 0 41 0 0 0 0 0 0 0 0 41 0
Salini Hydro Ltd 2,692 0 0 2,692 0 0 0 0 0 0 0 0 2,692 0
Salini Kolin Cgf Joint Venture 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Sa.Co.Lav. S.c. a r.l. 10 0 0 10 0 0 0 0 0 0 0 0 10 0
Salini Malaysia SDN 610 0 0 610 0 0 0 0 0 0 0 0 610 0
Salini Polska Sp. Z.o.o. 55 0 0 55 0 0 0 0 0 0 0 0 55 0
Salini RUS OOO 74 0 0 74 (74) 0 0 0 0 0 0 (74) 0 0
Todini Costruzioni Generali SpA 34,964 237 0 35,201 (35,201) 0 0 0 0 0 0 (35,201) 0 0
TB METRO SRL 173 0 0 173 (138) 0 0 0 0 0 0 (138) 36 0
Variante di Valico Scarl in liquidation 0 0 0 0 38 0 0 0 0 0 0 38 38 0
EMP RESA CONSTRUCTORA METRO 6 Ltd 0 0 0 0 21 0 0 0 0 0 0 21 21 0
IMPREGILO SALINI (PANAMA), S.A. 0 0 0 0 4 0 0 0 0 0 0 4 4 0
Salini USA, INC 0 0 0 0 15 0 0 0 0 0 0 15 15 0
Consorzio Mina de Cobre 0 0 0 0 5 0 0 0 0 0 0 5 5 0
Salini Canada Inc. 0 0 0 0 7 0 0 0 0 0 0 7 7 0
SALINI INS.TAAH.SAN.VE TIK. ANONIM SIRKETI 0 0 0 0 18 0 0 0 0 0 321 339 339 0
Third parties 2 0 0 2 0 0 0 0 0 0 0 0 2 0
Total 58,401 237 0 58,638 1,235,666 0 0 0 0 0 321 1,235,987 1,294,624 0
31/12/2013
Amounts in thousands
Profit/(loss) Salini Salini Financial
Date of Shareholders' Profit % Shareholders
Registered Office Assets Liabilities Costs Revenues for the year, carrying Statements Risk
Establishment equity (Loss) Holding equity, pro rata
pro-rata amount Provision
Subsidiaries:
CO.GE.MA. S.p.A. 07/04/1982 Rome (Italy) 12,091 9,896 2,195 7,518 8,679 1,161 100.00% 1,161 2,195 2,059 0
Hemus Motorway AD (in liquidation) 05/08/2004 Sofia (Bulgaria) 660 2 658 3 0 (3) 51.00% (2) 336 338 0
J. V. Salini Impregilo Mukorsi (*) 20/09/1996 Mukorsi (Zimbabwe) 86,753 86,746 7 66,322 66,322 0 99.90% 0 7 0 121
Metro b1 s.c. a r l 27/10/2004 Rome (Italy) 69,407 66,988 2,419 37,604 37,604 0 80.70% 0 1,952 1,953 0
RI.MA.T.I. s.c a .r.l. 27/10/2004 Rome (Italy) 6,064 5,227 837 3,799 3,799 0 83.42% 0 698 699 0
Sa.Co.Lav. S.c.a r.l.. (in liq.) 08/05/2000 Rome (Italy) 51 40 12 1 2 1 100.00% 1 12 10 0
Sa.Ma S.c. a r.l. (IN LIQ.) 12/01/1999 Rome (Italy) 73 21 52 2 4 2 99.00% 2 51 41 0
Salini Hydro Limited 11/08/1993 Dublin (Ireland) 3,867 1,701 2,166 1,314 1,446 132 100.00% 132 2,166 2,692 0
Salini Bulgaria EAD 06/08/2008 Sofia (Bulgaria) 91 2,039 (1,948) 349 50 (299) 100.00% (299) (1,948) 0 1,425
Salini Nigeria ltd 03/01/2001 Abuja (Nigeria) 412,562 401,248 11,314 105,734 112,597 6,863 99.00% 6,794 11,201 0 0
TB Metro S.r.l. 13/03/2008 Rome (Italy) 1,842 1,770 72 34 8 (26) 51.00% (13) 37 36 0
Salini Malaysia SDN 13/01/2009 Kuala Lumpur (Malaysia) 127,370 124,300 3,070 182,179 182,175 (4) 90.00% (4) 2,764 610 0
CMT Danimarca 28/02/2011 Copenhagen (Denmark) 256,796 225,152 31,644 306,997 324,127 17,130 99.99% 17,128 31,640 16,922 0
Salini Polska Zoo 31/03/2011 Rome (Italy) 52,565 52,006 559 137,170 137,863 693 100.00% 693 559 55 0
Metro B Srl 07/02/2012 Rome (Italy) 4,870 1,369 3,501 2,897 1,990 (907) 52.52% (476) 1,839 10,504 0
Salini Rus OOO 03/09/2012 Moscow (Russia) 198 612 (414) 1,004 587 (417) 99.00% (413) (410) 0 0
Todini Akkord Salini JV Activity - Ucraina 29/09/2011 Rivne (Ukraine) 64,691 53,901 10,790 27,418 18,331 (9,087) 40.00% (3,635) 4,316 2,065 0
SALINI AUSTRALIA Pty Ltd 13/0672012 Brisbane 2,911 1,680 1,231 6,504 5,308 (1,196) 100.00% (1,196) 1,231 2,820 0
SALINI INDIA PRIVATE 24/11/2011 Haryana 204 574 (370) 588 96 (492) 95.00% (467) (352) 0 0
SALINI SINGAPORE 06/12/2012 Singapore 6 27 (21) 19 1 (18) 100.00% (18) (21) 0 0
Salini Kolin CFG JV - Turkey 14/10/2011 Kocaeli (Turkey) 20,062 13,611 6,451 62,910 67,877 4,967 38.00% 1,887 2,451 0 0
Salini Inaat taahht Sanayi ve Ticaret Anonim Sirketi 18/11/2013 Istanbul (Turkey) 10 0 10 8 0 (8) 100.00% (8) 10 339 0
Salini USA Inc. 04/10/2012 New Jersey (USA) 662 721 (59) 73 0 (73) 100.00% (73) (59) 15 0
Salini Namibia Pty Ltd. 20/02/2013 Windhoek (Namibia) 26,761 26,570 191 3,184 3,401 217 100.00% 217 191 1 0
Empresa Constructora Metro 6 Ltda 04/03/2013 Santiago del Chile (Chile) 32,025 31,713 312 23,629 23,972 343 51.00% 175 159 21 0
Consorzio Mina de Cobre 30/01/2013 Milan (Italy) 13,476 3,476 10,000 3,476 3,476 0 50.00% 0 5,000 5 0
Impregilo Salini (Panama) S.A. 21/01/2013 Panama 1,017 257 760 3,704 4,493 789 50.00% 395 380 4 0
Consorzio Libyan Expressway Contractors 26/09/2013 Milan (Italy) 310 300 10 40 40 0 15.50% 0 2 1 0
Risalto S.r.l. IN LIQ. (**) 10/06/2002 Rome (Italy) 105 34 71 1 0 (1) 66.66% (1) 47 80 2
Variante di Valico Scarl (IN LIQ. ) (**) 13/10/2004 Rome (Italy) 80 1 79 1 0 (1) 66.66% (1) 53 38 5
Subsidiaries total 1,197,580 1,111,982 85,599 984,482 1,004,247 19,766 21,980 66,507 41,308 1,553
31/12/2013
Amounts in thousands
Profit/(loss) Salini Salini Financial
Date of Shareholders' Profit % Shareholders
Registered Office Assets Liabilities Costs Revenues for the year, carrying Statements Risk
Establishment equity (Loss) Holding equity, pro rata
pro-rata amount Provision
Associates:
Con.Sal. S.c.n.c. IN LIQ. (****) 10/5/83 Rome (Italy) 555 608 (53) 22 10 (12) 30.00% (4) (16) 0 12
Forum S.c.a.r.l. 20/02/1996 Rome (Italy) 1,267 1,215 52 2 2 0 33.33% 0 17 10 0
Group. d'entreprises Salini Strabag (**) 22/12/1995 Guinea 1,195 1,184 10 382 486 103 50.00% 52 5 5 0
Groupement Italgisas (IN LIQ.)(*) 03/06/1992 Kenitra (Morocco) 144 2,951 (2,807) 3 0 (3) 30.00% (1) (842) 0 842
Ital.Sa.Gi. Sp.Z.O.O. (***) 20/07/1994 Katowice (Poland) 0 0 0 0 0 0 33.00% 0 (221) 0 222
J. V. Salini Acciona (**) 27/10/1998 Addis Ababa (Ethiopia) 178,225 172,413 5,812 2,952 2,952 0 50.00% 0 2,906 9 0
S. Ruffillo - S.c. a r.l. 08/02/2000 Rome (Italy) 41,824 41,764 60 208 208 0 0.00% 0 0 21 0
Associates total 223,210 220,136 3,074 3,569 3,658 88 47 1,849 45 1,076
1 Pietro Salini, as CEO, and Massimo Ferrari, as manager in charge of financial reporting,
of Salini Impregilo S.p.A., considering the provisions of article 154-bis.3/4 of Legislative
decree no. 58 of 24 February 1998, state:
that the administrative and accounting procedures are adequate given the
companys characteristics; and
that the administrative and accounting procedures are adequate given the groups
characteristics; and
To the Shareholders
of Salini Impregilo S.p.A. (which has incorporated Salini S.p.A.)
1. We have audited the financial statements of Salini S.p.A. as of December 31, 2013 and for the year then ended, comprising the
statement of income, the statement of comprehensive income, the statement of financial position, the statement of changes in
equity, the statement of cash flows and the notes to the financial statements. Effective January 1, 2014, the Company was merged
by incorporation into its subsidiary Impregilo S.p.A.. The preparation of these financial statements in compliance with International
Financial Reporting Standards as adopted by the European Union and with art. 9 of Legislative Decree n. 38/2005 is the
responsibility of Salini Impregilo S.p.A.s Directors, the Company resulting from the above mentioned merger by incorporation. Our
responsibility is to express an opinion on these financial statements based on our audit. The aforementioned financial statements
have been prepared for the first time in accordance with the International Financial Reporting Standards as adopted by the
European Union.
2. We conducted our audit in accordance with auditing standards recommended by CONSOB (the Italian Stock Exchange Regulatory
Agency). In accordance with such standards, we planned and performed our audit to obtain the information necessary to determine
whether the financial statements are materially misstated and if such financial statements, taken as a whole, may be relied upon.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, as well
as assessing the appropriateness of the accounting principles applied and the reasonableness of the estimates made by Directors.
We believe that our audit provides a reasonable basis for our opinion.
The financial statements of the prior year prepared in compliance with International Financial Reporting Standards as adopted by the
European Union, are presented for comparative purposes. Furthermore, the note n. 37 to the financial statements describes the
effects of the transition to the International Financial Reporting Standards as adopted by the European Union. We have examined the
information presented in the aforementioned note for the purpose of expressing our opinion on the financial statements as of 31
December 2013 and for the year then ended.
3. In our opinion, the financial statements of Salini S.p.A. at 31 December 2013 have been prepared in accordance with International
Financial Reporting Standards as adopted by the European Union; accordingly, they present clearly and give a true and fair view of
the financial position, the results of operations and the cash flows of Salini S.p.A. for the year then ended.
the voluntary public tender offer launched by Salini S.p.A. for the acquisition of all the Impregilo S.p.A.
ordinary shares, was completed in the first half of 2013, resulting in the acquisition of control. On 26
November 2013, the deed of merger of Salini S.p.A. in Impregilo S.p.A. was signed. Starting from the
effective date of the merger on 1 January 2014, the Company resulting from the merger was renamed
into Salini Impregilo S.p.A.. The relevant effects for civil, accounting and fiscal purposes have started
as of the said date. Additional details are disclosed in the Directors Report;
in December 2013, the Board of Directors of Salini S.p.A. resolved to dispose of its interest in Todini
Costruzioni Generali S.p.A.. As a consequence, as of December 31, 2013, the Salini Group accounted
for its investment in Todini S.p.A. in accordance with IFRS 5. Additional details are disclosed in note 19
to the financial statements and in the Chapter Non-current assets held for sale of the Directors
Report;
the Directors have disclosed the significant developments of the issues connected to the activities
related to the realization and management of the Urban Solid Waste disposal plants in Campania
operated by Fibe S.p.A. and Fibe Campania S.p.A. (merged into Fibe S.p.A.), owned through the
subsidiary Impregilo S.p.A.. Additional details are disclosed in the Chapter Non-current assets held
for sale of the Directors Report.
5. The Directors of Salini Impregilo S.p.A., the Company resulting from the above mentioned merger, are responsible for the
preparation of the Directors report in accordance with the applicable laws. Our responsibility is to express an opinion on the
consistency of the Directors report with the financial statements as required by law. For this purpose, we have performed the
procedures required under Auditing Standard 001 issued by the Italian Accounting Profession (CNDCEC) and recommended by
CONSOB. In our opinion the Directors report is consistent with the financial statements of Salini S.p.A. at 31 December 2013.
This report has been translated into the English language solely for the convenience of international readers.
To the Shareholders
of Salini Impregilo S.p.A. (which has incorporated Salini S.p.A.)
1. We have audited the consolidated financial statements of Salini S.p.A. and its subsidiaries, (the Salini Group) as of December
31, 2013 and for the year then ended, comprising the consolidated statement of income, the consolidated statement of
comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the
consolidated statement of cash flows and the notes to the consolidated financial statements. Effective January 1, 2014, the
Company was merged by incorporation into its subsidiary Impregilo S.p.A.. The preparation of these financial statements in
compliance with International Financial Reporting Standards as adopted by the European Union and with art. 9 of Legislative
Decree n. 38/2005 is the responsibility of Salini Impregilo S.p.A.s Directors, the Company resulting from the above mentioned
merger by incorporation. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards recommended by CONSOB (the Italian Stock Exchange Regulatory
Agency). In accordance with such standards, we planned and performed our audit to obtain the information necessary to determine
whether the consolidated financial statements are materially misstated and if such financial statements, taken as a whole, may be
relied upon. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, as well as assessing the appropriateness of the accounting principles applied and the reasonableness of the estimates
made by Directors. We believe that our audit provides a reasonable basis for our opinion.
The consolidated financial statements of the prior year are presented for comparative purposes. As described in the notes to the
consolidated financial statements, Directors have restated certain comparative data related to the prior year with respect to the data
previously presented, on which we issued our auditors report dated 11 June 2013. We have examined the method used to restate the
comparative financial data and the information presented in the notes to the consolidated financial statements in this respect, for the
purpose of expressing our opinion on the consolidated financial statements as of 31 December 2013 and for the year then ended.
3. In our opinion, the consolidated financial statements of the Salini Group at 31 December 2013 have been prepared in accordance
with International Financial Reporting Standards as adopted by the European Union; accordingly, they present clearly and give a
true and fair view of the financial position, the results of operations and the cash flows of the Salini Group for the year then ended.
the voluntary public tender offer launched by Salini S.p.A. for the acquisition of all Impregilo S.p.A.
ordinary shares, was completed in the first half of 2013, resulting in the acquisition of control. On 26
November 2013, the deed of merger of Salini S.p.A. in Impregilo S.p.A. was signed. Starting from the
effective date of the merger on 1 January 2014, the Company resulting from the merger was renamed
into Salini Impregilo S.p.A.. The relevant effects for civil, accounting and fiscal purposes have
started as of the said date. Additional details are disclosed in the Directors Report;
in December 2013, the Board of Directors of Salini S.p.A. resolved to dispose of its interest in Todini
Costruzioni Generali S.p.A.. As a consequence, as of December 31, 2013, the Salini Group accounted
for assets, liabilities and the net result of the Todini Group, in accordance with IFRS 5. Additional
details are disclosed in note 19 to the consolidated financial statements and in the Chapter Non-
current assets held for sale of the Directors Report;
the Directors have disclosed the significant developments of the issues connected to the activities
related to the realization and management of the Urban Solid Waste disposal plants in Campania
operated by Fibe S.p.A. and Fibe Campania S.p.A. (merged in Fibe S.p.A.). Additional details are
disclosed in note 28 of the consolidated financial statements and in the Chapter Non-current
assets held for sale of the Directors Report;
the Directors have disclosed the situation of the Salini Groups activities in Libya. Detail are
reported in paragraph Risk areas of the industry of the Chapter Construction sector of the
Directors Report.
5. The Directors of Salini Impregilo S.p.A., the Company resulting from the above mentioned merger, are responsible for the
preparation of the Directors report in accordance with the applicable laws. Our responsibility is to express an opinion on the
consistency of the Directors report with the financial statements as required by law. For this purpose, we have performed the
procedures required under Auditing Standard 001 issued by the Italian Accounting Profession (CNDCEC) and recommended by
CONSOB. In our opinion the Directors report is consistent with the consolidated financial statements of the Salini Group at 31
December 2013.
This report has been translated into the English language solely for the convenience of international readers.
SALINI IMPREGILO S.p.A.
Dear Shareholders,
This report on the financial statements at 31 December 2013 of Salini S.p.A. has been
prepared by the board of statutory auditors of Salini Impregilo S.p.A., as this company
has merged into Impregilo S.p.A. (henceforth renamed Salini Impregilo S.p.A.), with
As a result of this merger, the corporate bodies of Salini S.p.A., including its Board of
To prepare this report we received the necessary information from the Standing
Statutory Auditors of Salini S.p.A. during 2013 (the Salini Auditors). We also met with
the representatives of Reconta Ernst & Young, the independent auditors appointed by
Salini S.p.A.
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We would first like to note that a number of events took place in 2013 which are worthy
Finance Act, for all Impregilo S.p.A. ordinary shares not held by Salini S.p.A. at a
the Offer Document was published on 16 March 2013, pursuant to the law,
taking into account the shares tendered during the offering period (from 18
March to 12 April 2013) and the subsequent reopening of the terms (from 18 to 24
April 2013) Salini S.p.A. reached a total holding of 370,575,589 ordinary shares on
Impregilo S.p.A.;
in view of the outcome of the offer, and considering that the aim was not to delist
Impregilo ordinary shares, on 30 April 2013, Salini S.p.A. announced its decision
S.p.A. represented less than 90%. On the date of preparation of this report, Salini
on 24 June 2013, the Boards of Directors of Salini S.p.A. and Impregilo S.p.A.
approved the (reverse) merger plan of Salini S.p.A. into Impregilo S.p.A. (the
Merger) with effect from 1 January 2014, with approval by the extraordinary
shareholders meetings of the respective companies, setting an exchange ratio of
in August 2013, Salini S.p.A. successfully concluded a 400 million bond issue, the
securities of which are listed on the Irish Stock Exchange (Dublin) and carry a
in Milan, File no.10520, Folder no. 5396, registered at the Companies Register of
Rome on 4 December 2013, and in Milan on 5 December 2013, the merger of Salini
S.p.A. into Impregilo S.p.A. was finalised. The merger became effective on 1
January 2014, the date from which the name of the company changed to Salini
Impregilo S.p.A.;
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That said, the Board of Statutory Auditors of Salini Impregilo S.p.A. met with the Salini auditors
With respect to the audits performed, taking account of the information provided by the Salini
- During the year, the Board of Statutory Auditors of Salini S.p.A. performed their assigned
- The statutory audit of the accounts, pursuant to Article 2409 bis of the Italian Civil Code
is carried out by the independent auditors Reconta Ernst & Young spa, who express their
opinion on the financial statements for the period in a special report. The independent
auditors report on the 2013 financial statements provides information on the conformity
of the financial statements with the provisions governing their preparation and the
accuracy of the Directors Report on the financial statements. The independent auditors
contabili);
- The Board of Statutory Auditors of Salini S.p.A. did not report any findings as a result of
the supervisory activities concerning compliance with the law and bylaws, observance of
administrative and accounting structure of the Company and its actual performance;
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Financial statements
- reviewed the financial statements at 31 December 2013, comprising the statement of financial
position, the income statement and the notes to the financial statements. The financial statements
- monitored the general approach adopted and general compliance with the law as far as its
- verified compliance with laws and regulations concerning the preparation of the Directors
Report;
- verified the correspondence between the financial statements and the data and information it has
learned about.
There is no evidence that the directors departed from any legal provisions, pursuant to Article
In view of the above, the Board of Statutory Auditors believes that there are no reasons not to
approve the financial statements for the year ended 31 December 2013.
Milan, 14 April 2014