Investor Presentation • Mar 25, 2022
Investor Presentation
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March 25th, 2022


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and shall not be registered in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or in Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation would require the approval of local authorities or would otherwise be unlawful. The securities may not be offered or sold in the United States or to US persons unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.
Forward-looking statements contained in this presentation regarding future events and future results are based on current expectations, estimates, forecasts and projections about the industries in which Saipem S.p.A. (the "Company") operates, as well as the beliefs and assumptions of the Company's management.
These forward-looking statements are only predictions and are subject to known and unknown risks, uncertainties, assumptions and other factors beyond the Company' control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. These include, but are not limited to: forex and interest rate fluctuations, commodity price volatility, credit and liquidity risks, HSE risks, the levels of capital expenditure in the oil and gas industry and other sectors, political instability in areas where the Group operates, actions by competitors, success of commercial transactions, risks associated with the execution of projects (including ongoing investment projects), the Coronavirus outbreak (including its impact across our business, worldwide operations and supply chain); in addition to changes in stakeholders' expectations and other changes affecting business conditions.
Therefore, the Company's actual results may differ materially and adversely from those expressed or implied in any forward-looking statements. They are neither statements of historical fact nor guarantees of future performance. The Company therefore caution against relying on any of these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, economic conditions globally, the impact of competition, political and economic developments in the countries in which the Company operates, and regulatory developments in Italy and internationally. Any forward-looking statements made by or on behalf of the Company speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. Accordingly, readers should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.
The Financial Reports contain analyses of some of the aforementioned risks.
Forward-looking statements neither represent nor can be considered as estimates for legal, accounting, fiscal or investment purposes. Forward-looking statements are not intended to provide assurances and/or solicit investment.
The Company, its advisors and its representatives decline all liability (for negligence or any other cause) for any loss occasioned by the use of this presentation or its contents.
The Manager responsible for preparing the Company's financial reports declares, in accordance with art. 154- bis, para. 2, of the "Consolidated Financial Act" (Legislative Decree No. 58/1998), that the accounting information contained in this document corresponds to documentary records, ledgers and accounting entries.

FY 2021 results
Strategic plan and financing package
Closing remarks
Q&A






Revised 4Y strategic plan accelerates deployment of key priorities

Comprehensive financing package supports business plan execution



| Drilling Offshore +12% Revenues Q4 vs Q3 +29% Adj. EBITDA |
Drilling Onshore +22% Revenues Q4 vs Q3 +26% Adj. EBITDA |
Contract acquisitions driven by E&C >5x Order Intake Q4 vs Q3 1.3x Q4 Book to Bill |
|---|---|---|
| Q4 vs Q3 | Q4 vs Q3 | |
| Group EBITDA | 120M€ | Q4 adjusted EBITDA w/o backlog review impact |
Saipem is well-positioned on positive market trends



Backlog review de-risks portfolio and enhances visibility of future results

Q4 results confirm momentum of growth cycle in O&G

Revised 4Y strategic plan accelerates deployment of key priorities

Comprehensive financing package supports business plan execution Comprehensive financing package supports business plan execution

CEO introduction
Strategic plan and financing package
Closing remarks
Q&A





| M€ | FY 20 | FY 21 | Var. |
|---|---|---|---|
| Revenue | 7,342 | 6,875 | (467) |
| Total costs | (6,728) | (8,067) | (1,339) |
| EBITDA | 614 | (1,192) | (1,806) |
| margin | 8.4% | n.m. | |
| D&A | (591) | (521) | (70) |
| EBIT | 23 | (1,713) | (1,736) |
| Financial expenses | (166) | (140) | 26 |
| Result from equity investments | 37 | 9 | (28) |
| EBT | (106) | (1,844) | (1,738) |
| Income taxes | (143) | (70) | 73 |
| Minorities | (19) | 0 | (19) |
| Net result | (268) | (1,914) | (1,646) |


Cost mainly related to management of pandemic and safeguarding people's health
Appeal to first degree decision of the Court of Algeria on GNL3 Arzew project
Mainly in E&C offshore and onshore in connection with competitiveness program
Note: 553 M€ of total special items in FY 2021, of which 458 M€ at EBITDA level
Others include provisions for redundancy and for litigations on projects already completed (of which 194 M€ project GNL3 Arzew in Algeria)
Of which 95 M€ of assets (included in D&A) and 29 M€ of inventories (included in operating costs)

| FY 20 | FY 21 | Var. | |
|---|---|---|---|
| Fixed assets | 4,413 | 4,200 | (213) |
| Net current asset | (2) | (2,070) | (2,068) |
| Employee benefit | (237) | (238) | (1) |
| NET CAPITAL EMPLOYED |
4,174 | 1,892 | (2,282) |
| Shareholder's equity | 2,948 | 351 | (2,597) |
| o/w share capital | 2,191 | 2,191 | 0 |
| Net debt | 1,226 | 1,541 | (315) |
| FUNDING | 4,174 | 1,892 | (2,282) |
| Share capital: | 2,191 |
|---|---|
| Available reserves: | 662 |
| Statutory losses: | (2,382) |
| Shareholder's equity: | 471 |
| Statutory Losses | 2,382 |
| Available reserves: | (662) |
| Statutory losses after | |
| reserves | 1,720 |
| FY 20 | FY 21 | Var. | |
|---|---|---|---|
| Fixed assets | 2,884 | 1,007 | (1,877) |
| Net current asset | 366 | 81 | (285) |
| Employee benefit | (119) | (105) | 14 |
| NET CAPITAL EMPLOYED |
3,131 | 983 | (2,148) |
| Shareholder's equity | 2,937 | 471 | (2,466) |
| o/w share capital | 2,191 | 2,191 | 0 |
| Net debt | 194 | 512 | 318 |
| FUNDING | 3,131 | 983 | (2,148) |
Statutory losses after Reserves (1,720M€) Is higher than 1/3 of statutory share capital (730M€)
Article 2446 of the Italian Civil Code triggered




| Billion € | FY 21 |
|---|---|
| Gross Debt | 3.5 |
| (Total liquidity) | (2.3) |
| Net Debt (pre IFRS 16) | 1.2 |
| IFRS 16 | 0.3 |
| Net Debt (post IFRS 16) | 1.5 |
Liquidity (B€)


IFRS Backlog (M€)


CEO introduction
FY 2021 results
Strategic plan and financing package
Closing remarks
Q&A


Full compliance with applicable regulation

Limited share of Russian projects in backlog1
Negligible potential cash flow impact

Cash advances are in balance with actual progress

Key guidelines of revised strategic plan
Full-life project economics include backlog review outcomes 1
Positive market outlook confirmed for Offshore E&C & Drilling 2
Plans to unlock liquidity and accelerate fixed cost reduction 3
De-risking and financial deleveraging 4




E&C Offshore1 expected order intake (B€|22-25)


CAGR 2021-25 E&C Offshore

Average Saipem E&C Offshore adjusted EBITDA 2016-20 c.13%


Asset schedule substantially covered in 2022
Leased Vessel
Engagement for production support
Awards in Q4 '21 and Q1 '22




Size


4 Accelerate fixed cost rationalization and unlock liquidity
Acceleration of fixed cost reduction …
Double down on cost rationalization program
Fabrication yards footprint optimization
… with further cash boost actions
Drilling Onshore value unlocking
Monetization of identified fixed assets
Margin improvement from selected contract re-negotiations
Embedded in 2022-25 plan
>1.5 B€ additional cash-in upside


A new operating model fully operational …
• New business lines according to strategic priorities 1
… enabled a step change in the way we work




FCF pre IFRS 16, computed as EBITDA reported pre IFRS 16 after delta net working capital, financial charges, taxes and dividends
Not factored in 2022-2025 plan (e.g. drilling onshore value unlocking, asset monetization, contracts renegotiation)

Financing package to support plan execution, strengthen the balance sheet and de-risk the business model
Key objectives
Reinstate adequate shareholders equity
Deleverage the business
Restore adequate liquidity alongside the revised Business Plan
Stabilize credit rating
Ensure access to debt capital markets for refinancing 2023+ maturities

Overview of the proposed financing package
| €2.0bn Rights Issue |
Irrevocable commitment by ENI and CDP Industria (the "Main Shareholders") to subscribe pro-rata to their ⚫ respective stakes (c.43%) Pre-underwriting agreement obtained from a syndicate of banks in relation to the balance of the rights issue ⚫ (c.57%) Shareholders' Extraordinary Meeting to be held on 17th May 2022 ⚫ Envisaged timing of completion of the rights issue by year-end 2022 ⚫ |
|||||
|---|---|---|---|---|---|---|
| €1.5bn Short-term Liquidity |
31st €645m contribution for future share capital increase by March 2022 ("versamento in conto futuro aumento di ⚫ capitale") provided by Main Shareholders ~€458m by ENI, ~€188m by CDP Industria o €855m liquidity facility to be made available by a pool of banks, guaranteed by ENI ⚫ Liquidity facility expected to be refinanced by a new facility granted by the same pool of banks and guaranteed by ⚫ SACE S.p.A. through "Garanzia Italia" and, for a portion thereof, by ENI Liquidity facilities to be reimbursed upon completion of the Rights issue ⚫ |
|||||
| New RCF | A €1bn new RCF to be available in the context of the execution of the rights issue. Current RCF is being cancelled ⚫ |
|||||
| Bonding Lines |
Bonding facilities to support the Company's commercial needs ⚫ |

Net Debt1 post financing package (B€|YE21-YE25)
Expected group equity2 evolution post financing package (B€|YE21-YE25)



CAPEX discipline and Cash generation, supported by Financing Package
CEO introduction
FY 2021 results
Strategic plan and financing package
Q&A


Strength of competitive positioning, built on client relationships, assets and technology portfolio

Supportive market outlook, growing opportunity-set in Offshore E&C and Drilling

Sizeable and de-risked backlog, underpinning short-term results

Revised 4-Year Plan: increased Offshore order intake, selective Onshore acquisitions and phased approach for Offshore Wind. Enabler of energy transition

Comprehensive financing package, to restore liquidity and ensure fast deleveraging
Long-term value creation opportunity with de-risked short-term trajectory


| Saipem | 78/100 | 89/100 | 4.2/5 | 67.8/100 | 62/100 | 19.8 (100<0) |
|---|---|---|---|---|---|---|
| E&C peers average2 |
35/100 | 71/100 | 2.3/5 | 48.6/100 | n.a. | 24 (100<0) |
| Saipem ranking3 |
st 1 |
st 1 |
st 1 |
st 1 |
st 1 |
th 5 |
1Rating as of 31 December 2021
2Peer group used for the average calculation for Refinitiv, Bloomberg, Sustainalytics: TechnipFMC, Subsea 7, Petrofac, Tecnicas Reunidas, Maire Tecnimont, Aker Solutions. S&P and FTSE Russel peer groups defined by agency
3 Official ranking communicated to Saipem by ESG rating agencies; peer groups defined by agencies



Sizeable backlog provides support for the mid-term


40




A diversified set of awards, book to bill of c.1x in FY 2021

7.2 B€ CONTRACT AWARDS IN 2021





Excluding 17 rigs stacked in Venezuela and currently not marketable
Simple average: # days sold / # days available for sale


Floaters business included in E&C Onshore
Including 11 M€ of IFRS16 impact







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