Annual Report • Jul 30, 2019
Annual Report
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2019 AT 30 JUNE




Our mission 11 Who we are 12 Group overview 14
| Highlights | 22 |
|---|---|
| Half-year overview | 23 |
| Key fi nancials | 27 |
| Group performance | 28 |
| Operational review by segment | 38 |
| Other information | 44 |
| Enterprise risk management | 50 |
| Alternative performance measures | 62 |
| Reconciliation of the reclassifi ed | |
| fi nancial statements used | |
| in the report on operations with | |
| the mandatory IFRS statements | 64 |
| Consolidated statement | |
|---|---|
| of fi nancial position | 68 |
| Consolidated statement | |
| of comprehensive income | 69 |
| Consolidated statement | |
| of changes in equity | 70 |
| Consolidated statement of cash fl ows | 71 |
| Note 18 - Equity | 94 |
|---|---|
| Note 19 - Provisions for risks | |
| and charges | 97 |
| Note 20 - Employee benefi ts | 98 |
| Note 21 - Non-current fi nancial | |
| liabilities | 99 |
| Note 22 - Other non-current liabilities | 99 |
| Note 23 - Trade payables and other | |
| current liabilities | 100 |
| Note 24 - Current fi nancial liabilities | 101 |
| Note 25 - Revenue and income | 102 |
| Note 26 - Operating costs | 103 |
| Note 27 - Finance income and costs | 105 |
| Note 28 - Income taxes | 105 |
| Note 29 - Other information | 106 |
| Note 30 - Cash fl ows from operating | |
| activities | 117 |
| Note 31 - Segment information | 117 |
| Note 32 - Events after 30 june 2019 | 121 |
| Companies included in the scope | |
| of consolidation | 122 |
REPORT BY THE INDIPENDENT AUDITORS 130

| NOTES TO THE CONDENSED CONSOLIDATED INTERIM |
|
|---|---|
| FINANCIAL STATEMENTS | 73 |
| Note 1 - Form, contents | |
| and other general information | 74 |
| Note 2 - Scope and basis | |
| of consolidation | 77 |
| Note 3 - Accounting standards | 78 |
| Note 4 - Critical accounting estimates | |
| and assumptions | 81 |
| Note 5 - Intangible assets | 81 |
| Note 6 - Rights of use | 83 |
| Note 7 - Property, plant | |
| and equipment | 84 |
| Note 8 - Investments accounted | |
| for using the equity method | |
| and other investments | 85 |
| Note 9 - Non-current fi nancial assets | 86 |
| Note 10 – Other non-current assets | 86 |
| Note 11 - Deferred tax assets | |
| and liabilities | 88 |
| Note 12 - Inventories and advances | 89 |
| Note 13 - Construction contracts - | |
| net assets and liabilities | 90 |
| Note 14 - Trade receivables | |
| and other current assets | 91 |
| Note 15 - Income tax assets | 92 |
| Note 16 - Current fi nancial assets | 93 |
| Note 17 - Cash and cash equivalents | 93 |



Forecast data and information must be regarded as forward-looking statements and therefore, not being based on simple historical facts, contain, by their nature, an element of risk and uncertainty because they also depend on the occurrence of future events and developments outside the Company's control. Actual results could therefore be materially dif erent from those expressed in forward-looking statements. Forward-looking statements
Information regarding the composition and functions of the Board Committees (the Internal Control and Risk Committee, which is also serving on an interim basis as the committee responsible for related party transactions, the Remuneration Committee, the Nomination Committee and the Sustainability Committee) is provided in the Governance section of the Fincantieri website at www.fi ncantieri.com.

refer to the information available at the date of their publication; FINCANTIERI S.p.A undertakes no obligation to revise, update or correct its forward-looking statements after such date, other than in the circumstances strictly required by applicable regulations. The forward-looking statements provided do not constitute and shall not be considered by users of the fi nancial statements as advice for legal, accounting, tax or investment purposes nor is it the intention for such statements to create any type of reliance and/or induce such users to invest in the Company.
Board of Directors (2019-2021)
Chairman Giampiero Massolo
Chief Executive Of cer Giuseppe Bono
Councilors Barbara Alemanni Massimiliano Cesare Luca Errico Paola Muratorio Elisabetta Oliveri Fabrizio Palermo Federica Santini Federica Seganti
Secretary Giuseppe Cannizzaro
Board of statutory auditors (2017-2019)
Chairman Gianluca Ferrero
Standing Auditors Fioranna Vittoria Negri Roberto Spada
Alternate Auditors Alberto De Nigro Flavia Daunia Minutillo Massimiliano Nova
Manager responsible for preparing fi nancial reports
Felice Bonavolontà
Supervisory Body Leg. Decree 231/01 (2018-2020)
Chairman Guido Zanardi
Members Stefano Dentilli Giorgio Pani
Independent auditors (2013-2021 )
PricewaterhouseCoopers S.p.A.


We aspire to become world leaders in all areas of shipbuilding requiring the most advanced solutions, and to stand out even more for our diversification and innovation.
The Sea Ahead: all those who work at Fincantieri Group steer for this course: talented men and women working responsibly to help develop our idea of a future increasingly characterized by innovation, performance and sustainability.

Development and continuous improvement are the goals that we have set for ourselves, and we are determined to pursue them.
Our every action, project, initiative or decision is based on principles and
guidelines that are implemented across the Group: strict observance of the law, labour protection and protection of the environment, safeguarding the interests of our shareholders, employees, clients, commercial and financial partners, the general and local communities, creating value for every stakeholder.


repairs and conversions, production of systems and mechanical and electrical component equipment and after-sales services.
With over 230 years of history and more than 7,000 vessels built, Fincantieri has always kept its management of ces, as well as all the engineering and production skills, in Italy. With over 8,900 employees and a supplier network that employs nearly
Fincantieri is one of the world's largest shipbuilding groups and number one for diversifi cation and innovation. It is leader in cruise ship design and construction and a reference player in all high-tech shipbuilding industry sectors, from naval to Of shore and Specialized Vessels, from high-complexity ferries to mega yachts, as well as in ship

50,000 people in Italy alone, Fincantieri has enhanced a fragmented production capacity over several shipyards into a strength, acquiring the widest portfolio of clients and products in the cruise business. To hold its own in relation to competition and assert itself at global level, Fincantieri has broadened its product portfolio becoming world leader in the sectors in which it operates.
The Group now has 20 shipyards in four continents, more than 19,000 employees, and is the leading Western shipbuilder; its clients include the world's biggest cruise
operators and the Italian and the US Navy as well as numerous foreign navies. Fincantieri is also a partner of some of the main European defence companies within supranational programs.
Fincantieri's business is widely diversifi ed by end markets, geographical exposure and by client base, with revenue mainly generated from cruise ship, naval vessel and Of shore and Specialized Vessel construction. Compared with less diversifi ed players, such diversifi cation allows it to mitigate the ef ects of any fl uctuations in demand on the end markets served.

Data refer to 30 June 2019

The Group operates through the following three segments:
• Shipbuilding: encompassing the business areas cruise ships and expedition cruise vessels, naval vessels and other products and services (ferries and mega yachts); • Of shore and Specialized Vessels: encompassing the design and construction of high-end of shore support vessels, specialized ships, and vessels for of shore wind farms and open ocean aquaculture, as
well as innovative products in the fi eld of drillships and semi-submersible drilling rigs; • Equipment, Systems and Services: encompassing the design and manufacture of high-tech equipment and systems, such as stabilization, propulsion, positioning and power generation systems, ship automation systems, steam turbines, integrated systems and ship accommodation, and the provision of repair and conversion services, logistical support and after-sales services.
In December 2018, following the delisting of VARD, a new organizational structure for the VARD Group was defi ned, with a focus on two business units, the Of shore and Specialized Vessels business unit and the Cruise business unit, and full organizational integration with FINCANTIERI S.p.A.. The VARD Cruise business unit and the parent company Fincantieri have defi ned a specifi c coordination policy based on which the head of Fincantieri's Merchant Ships Department directs and controls the activities of the VARD Cruise business unit. In line with the above, the economic results of this business unit have been reallocated to the Shipbuilding operating segment.
Project management for the contruction of of shore vessels, specialized ships and vessels for the Norwegian Coast Guard have been merged into the VARD Of shore and Specialized Vessels business unit, whose economic results continue to be shown in the Of shore and Specialized Vessels. The structure of the Fincantieri Group and overview of the companies included in its consolidation will now be presented.

MAIN SUBSIDIARIES / ASSOCIATES / JOINT VENTURES
PRODUCT PORTFOLIO

BUSINESS AREAS
Other activities primarily refer to the costs incurred by corporate headquarters for directing, controlling and coordinating the business that are not allocated to other operating segments.
FINCANTIERI S.p.A. Orizzonte Sistemi Navali Cetena Seastema Isotta Fraschini Motori Fincantieri Oil & Gas Seaf Marine Interiors Seanergy a Marine Interiors company Fincantieri SI Fincantieri Infrastructure Issel Nord
Vard Group Vard Design Vard Piping Vard Electro Vard Accomodation Seaonics
Fincantieri (Shanghai) Trading CSSC - Fincantieri Cruise Industry Development
Vard Electrical Installation and Engineering (India)
QATAR Fincantieri Services Middle East
JAPAN FMSNA YK
Fincantieri Marine Group Fincantieri Marine Systems North America Fincantieri Services USA Fincantieri USA Vard Marine US
CANADA Vard Marine
AUSTRALIA Fincantieri Australia
20
SHIPYARDS

4
CONTINENTS
19,000
EMPLOYEES
more than

HIGHLIGHTS
HALF-YEAR OVERVIEW
KEY FINANCIALS
GROUP PERFORMANCE
OPERATIONAL REVIEW BY SEGMENT
OTHER INFORMATION
ENTERPRISE RISK MANAGEMENT
ALTERNATIVE PERFORMANCE MEASURES
RECONCILIATION OF THE RECLASSIFIED FINANCIAL STATEMENTS USED IN THE REPORT ON OPERATIONS WITH THE MANDATORY IFRS STATEMENTS
With revenues growing for the seventh semester in a row, Fincantieri's results for the fi rst half of 2019 confi rm once again the positive growth trend from a commercial, productive and economic standpoint and are in line with the 2018-2022 Business Plan. The fi rst half of 2019 closed with revenues of over 2.8 billion (+12%), an EBITDA of euro 215 million (+17%) with a margin of 7.6% (7.3% at 30 June 2018), an Adjusted profi t/(loss) for the period of euro 34 million and a positive Net Result of euro 12 million that refl ects the costs of the asbestos exposure lawsuits of euro 18 million and tax expenses of euro 40 million.
Net debt is euro 724 million and the Group's fi nancial structure is consistent with the increased volume and value of Cruise units in production and with the delivery shedule. With a total backlog of euro 33.1 billion, around 6.1 times the revenues for 2018, made up of approximately euro 29.5 billion of backlog (with 98 vessels to be delivered by 2027) and euro 3.6 billion of soft backlog, Fincantieri has further strengthened its leadership position on a global level and can ensure long-term visibility for the Group and supply chain, confi rming its ability to transform the soft backlog into fi rm orders.
Within the Cruise ship business area, the Group has acquired a record volume of new orders in just six months (around euro 6 billion for 11 vessels), strengthening the client relationships and order backlog with projects for new generation vessels, which also require the use of new state-of-the-art technologies. In the fi rst six months of 2019, the American group Norwegian Cruise Line Holdings Ltd. confi rmed its order for two new-concept cruise ships for the Oceania Cruises brand and signed a contract for the construction of a new ultra luxury cruise ship for the Regent Seven Seas Cruises brand

(the third vessel of the Explorer class). MSC Crociere has signed contracts for the construction of four luxury cruise ships, thus entering a new segment that is showing signifi cant growth potential, while the client Viking has confi rmed the order for two of the six vessels provided for in the March 2018 agreement, which will bring its fl eet to 12 vessels built by Fincantieri - the largest number of vessels in the same class for a single shipowner. Furthermore, Princess Cruises, a brand of the Carnival group, has formalized contracts for the construction of two next-generation dual fuel cruise ships, i.e. also powered by Liquefi ed Natural Gas. Over the six months, fi ve cruise ships were delivered: one for Viking, one for Costa Crociere (a Carnival group brand), two for Ponant and one for Hapag Lloyd. With reference to the Costa Crociere brand, "Costa Venezia", the fi rst ship of the Italian company designed specifi cally for the Chinese market and which is enjoying great commercial success, was delivered in February. With reference to the naval vessel business unit and, in particular, within the context of the Littoral Combat Ship (LCS) program, the Group, through the Marinette Marine Corporation subsidiary, was awarded the contract for the construction of an additional vessel, the sixteenth of the LCS program "Freedom" class (LCS 31). In just ten years, the Group's US shipyards have successfully delivered eight of the program's ships and are building a further eight vessels. Over the sixmonth period, two vessels of the Italian Navy fl eet renewal programme were launched: the "Trieste" Landing Helicopter Dock and the fi rst PPA (Multipurpose Of shore Patrol Vessel) "Paolo Thaon di Revel".
In the Of shore and Specialized Vessels operating segment, the Group, through the Vard subsidiary, signed a contract with the Australian shipowner Coral Expeditions for the design and construction of a second
operating segment refl ects the development of the current portfolio of new special units, which is particularly challenging due to the diversity of the projects and type of vessels undergoing construction at the same time, which goes alongside a sub-optimal use of some yards. The segment is also af ected by a continuing deteriorated market situation, where occasional projects with high potential go side by side with other orders with lower margins. In this context, it should be noted that a restructuring plan is currently being developed which aims to recover margins in the medium term, also drawing on the experience of developing innovative products and cutting-edge technologies in sectors not closely linked to the Oil&Gas operating segment.
Revenues are growing in the Equipment, Systems and Services operating segment, confi rming the trend which started in 2017 thanks to the development of a signifi cant order backlog, maintaining a good profi tability level. The segment features a higher contribution from conversions and refurbishment projects, characterized by a lower profi tability profi le than other businesses in the same segment, but strategically important in that they enable the development and maintenance of client relationships and order backlog and contribute to the increase in headcount levels at some of the Group's Italian yards. The Grimaldi Lines project is one such project. It involves the installation of cutting-edge solutions aimed at reducing environmental impact and saving energy, such as energy storage systems that enable vessels not to use diesel engines during stops in ports, in line with the objective promoted by the Grimaldi group of zero emissions in port. The headcount in Italy has grown by over 3% compared to 31 December 2018, and on an overall level the workforce has increased from 19,274 units at 31 December 2018 to 19,725 units at 30 June 2019 (+2%).
small-scale luxury cruise ship (expedition cruise vessel), sister ship of the "Coral Adventurer" which entered the shipowner's fl eet in April and a product of the Vard Vung Tau shipyard (Vietnam).
Finally, in the Equipment, Systems and Services operating segment, in the fi rst half of the year the Group started the construction of the bridge over the Polcevera river in Genoa with the related orders for the supply and installation of the metal deck. This contract also provides for cooperation with the Group's companies involved in the integrated bridge monitoring, control and inspection system, confi rming the Group's ability to capitalize on its experience in order to seize opportunities in new operating segments. Included in the orders acquired in the operating segment is one for Meyer Turku for the supply of stabilization systems and turbogenerator systems for heat recovery which will be installed on the new class of cruise ships under construction at the Finnish yard. With regard to the fi nancial results for the fi rst half of 2019, the excellent performance of the Group's Italian shipyards continues, registering a signifi cant increase in revenues for the Shipbuilding operating segment (+13.2%) and a margin of 10.2%, confi rming the solidity of the drivers identifi ed in the Business Plan for the operating segment. In fact, the Group's main growth factors as set out in the 2018- 2022 Business Plan include the derisking of the Cruise portfolio in combination with commercial competitiveness, the market's positive momentum and the ef ectiveness of the strategic choices adopted. The optimization actions aimed at increasing Italian production capacity, undertaken to develop the considerable backlog that has resulted in a 10% annual growth in revenues, will allow Fincantieri to achieve higher levels of operational ef ciency and therefore profi tability.
The Of shore and Specialized Vessels
This increase is mainly due to the adjustment of the workforce to the current order backlog relating to the Cruise business. Considering the Group's production structure, an increase in the headcount corresponds to a signifi cant increase in the involvement of the supplier network. The Group's strategic line in the area of industrial alliances has led to the signing of an agreement, the "Alliance Cooperation Agreement", between Fincantieri and Naval Group, defi ning the operating terms for the establishment of a 50/50 joint venture. The agreement realizes the content of the "Poseidon" project and paves the way to strengthening naval cooperation between the two groups to create a more ef cient and competitive European marine engineering industry. Thanks to this agreement, the two groups will be able to submit bids for binational programs and for export, as well as generating synergies in the areas of procurement and research and development, permitting Fincantieri and Naval Group to bring into play common structures, testing instruments and skills networks.
It should be remembered that also in the context of cooperation between Italy and France, February 2018 saw the signing of the share purchase agreement with the French government for the acquisition of 50% of the capital of STX France (now Chantiers de l'Atlantique). The operation, whose closing is subject to certain conditions, including authorization by the Antitrust Authorities, also provides for the loan to Fincantieri of 1% of the share capital of STX France.
Within the context of the growth strategy and the strengthening of its activities in the operating segments with high technology content, Fincantieri purchased a majority share of the capital of Insis S.p.A, a company operating in the information technology and cybersecurity sectors. This reinforces the work that has been carried out over recent years in the development of new technologies and applications, including defense electronics.
In the fi rst half of 2019, the Group's
commitment to combining business growth with the principles of social and environmental sustainability continued. In particular, within the area of research and development, Fincantieri signed two important agreements: the fi rst with Cassa Depositi e Prestiti and Snam for the development of sustainable technologies applied to maritime transportation and the second with Cassa Depositi e Prestiti, Terna and Eni for the development and implementation of wave power generation plants on an industrial scale.
With regards to training, Fincantieri signed an agreement with the University of Calabria establishing new relationships in operating segments relating to the Group's operations (civil, industrial and information engineering), together with the agreements that aim to of er students in technical colleges (ITS) new training opportunities in shipbuilding, thus meeting the employment requirements of the shipbuilding industry. Fincantieri is also continuing its commitment to the "Towards Zero Accidents" project, in particular with the signing of a memorandum of understanding with INAIL for the development of the safety culture at work through targeted activities and projects. Moreover, in the fi rst half of the fi nancial year, activities were initiated aimed at reaching the targets defi ned in the Sustainability Plan, in particular with regard to stakeholder engagement, the integration of sustainability topics within inhouse training and in the relationships with suppliers, as well as the work-life balance. Notwithstanding the challenging context with specifi c reference to the Of shore and Specialized Vessels sector performance, the good results within the Shipbuilding segment allow the forecasts for the 2019 fi nancial year on a Group level to be maintained. Specifi cally, the targets of revenue growth and the maintenance of

(*) Ratio between EBITDA and Revenue and income.
(**) Ratio between EBIT and Revenue and income.
(***) Net of eliminations and consolidation adjustments.
(****) Sum of backlog and soft backlog. n.s. not signifi cant.
(1) Profi t/(loss) for the period before extraordinary and non-recurring income and expenses.
The percentages contained in this report have been calculated with reference to amounts expressed in thousands of euros.
| (euro/million) | ||||
|---|---|---|---|---|
| 31.12.2018 Economic data | 30.06.2019 | 30.06.2018 | ||
| 5,474 Revenue and income | 2,837 | 2,527 | ||
| 414 EBITDA | 215 | 183 | ||
| 7.6% EBITDA margin (*) | 7.6% | 7.3% | ||
| 277 EBIT | 137 | 118 | ||
| 5.1% EBIT margin (**) | 4.8% | 4.7% | ||
| 108 Adjusted profi t/(loss) for the period1 | 34 | 39 | ||
| (51) Extraordinary and non-recurring income and (expenses) |
(27) | (32) | ||
| 69 Profi t/(loss) for the period | 12 | 15 | ||
| 72 Group share of profi t/(loss) for the period | 16 | 21 | ||
| 31.12.2018 Financial data | 30.06.2019 | 30.06.2018 | ||
| 1,747 Net invested capital | 1,962 | 1,523 | ||
| 1,253 Equity | 1,238 | 1,259 | ||
| (494) Net fi nancial position | (724) | (264) | ||
| 31.12.2018 Other indicators | 30.06.2019 | 30.06.2018 | ||
| 8,617 Order intake (***) | 6,627 | 2,388 | ||
| 32,743 Order book (***) | 36,979 | 27,665 | ||
| 33,824 Total backlog ()(*) | 33,127 | 29,787 | ||
| 25,524 - of which backlog (***) | 29,527 | 21,987 | ||
| 161 Capital expenditure | 102 | 44 | ||
| 402 Net cash fl ows for the period | 5 | 342 | ||
| 122 Research and Development costs | 65 | 61 | ||
| 19,274 Employees at the end of the period | number | 19,725 | 19,375 | |
| 35 Vessels delivered | number | 15 | 20 | |
| 27 Vessels ordered | number | 15 | 13 | |
| 98 Vessels in order book | number | 98 | 99 | |
| 31.12.2018 Ratios | 30.06.2019 | 30.06.2018 | ||
| 16.5% ROI | 17.0% | 14.8% | ||
| 5.4% ROE | 5.3% | 4.6% | ||
| 1.0 Total debt/Total equity | number | 1.2 | 0.8 | |
| 1.2 Net fi nancial position/EBITDA | number | 1.6 | 1.1 | |
| 31.12.2018 Economic data | 30.06.2019 | 30.06.2018 | ||
|---|---|---|---|---|
| 5,474 Revenue and income | 2,837 | 2,527 | ||
| 414 EBITDA | 215 | 183 | ||
| 7.6% EBITDA margin (*) | 7.6% | 7.3% | ||
| 277 EBIT | 137 | 118 | ||
| 5.1% EBIT margin (**) | 4.8% | 4.7% | ||
| 108 Adjusted profi t/(loss) for the period1 | 34 | 39 | ||
| (51) Extraordinary and non-recurring income and (expenses) |
(27) | (32) | ||
| 69 Profi t/(loss) for the period | 12 | 15 | ||
| 72 Group share of profi t/(loss) for the period | 16 | 21 | ||
| 31.12.2018 Financial data | 30.06.2019 | 30.06.2018 | ||
| 1,747 Net invested capital | 1,962 | 1,523 | ||
| 1,253 Equity | 1,238 | 1,259 | ||
| (494) Net fi nancial position | (724) | (264) | ||
| 31.12.2018 Other indicators | 30.06.2019 | 30.06.2018 | ||
| 8,617 Order intake (***) | 6,627 | 2,388 | ||
| 32,743 Order book (***) | 36,979 | 27,665 | ||
| 33,824 Total backlog ()(*) | 33,127 | 29,787 | ||
| 25,524 - of which backlog (***) | 29,527 | 21,987 | ||
| 161 Capital expenditure | 102 | 44 | ||
| 402 Net cash fl ows for the period | 5 | 342 | ||
| 122 Research and Development costs | 65 | 61 | ||
| 19,274 Employees at the end of the period | number | 19,725 | 19,375 | |
| 35 Vessels delivered | number | 15 | 20 | |
| 27 Vessels ordered | number | 15 | 13 | |
| 98 Vessels in order book | number | 98 | 99 | |
| 31.12.2018 Ratios | 30.06.2019 | 30.06.2018 | ||
| 16.5% ROI | 17.0% | 14.8% | ||
| 5.4% ROE | 5.3% | 4.6% | ||
| 1.0 Total debt/Total equity | number | 1.2 | 0.8 | |
| 1.2 Net fi nancial position/EBITDA | number | 1.6 | 1.1 | |
| 0.4 Net fi nancial position/Total equity | number | 0.6 | 0.2 | |
EBITDA margins in line with 2018 are confi rmed, consistently with the economic and fi nancial forecasts presented within the 2018-2022 Business Plan. Net debt is expected to rise temporarily due to working capital fi nancing needs. In the Shipbuilding segment, in the next half of 2019, the Group expects to deliver four ships, including three cruise units and one naval vessel. Also with reference to the naval business area, the program for the Qatari Ministry of Defense coming into full swing, with three vessels under construction and the fi rst delivery scheduled for 2021.
In the Of shore and Specialized Vessels segment, the construction activity related to the backlog acquired as a result of the diversifi cation strategy adopted following the Oil&Gas sector crisis is expected to
continue, with ongoing focus on execution aimed at margin recovery. It should be noted that a restructuring plan is currently being developed, including initiatives to recover margins in the medium term, also leveraging on the experience of developing innovative products and cutting-edge technologies in sectors not closely linked to the Oil&Gas sector.
The Equipment, Systems and Services segment is expected to confi rm its revenue growth trend, thanks to the development of the backlog relating to military programs, to greater volumes for the production of cabins and public areas for the cruise business activity, and to the development of activities within the infrastructure area which have seen the start of construction work on the bridge over the Polcevera River in the fi rst half of the year.
ORDER INTAKE (%) BY OPERATING
During the fi rst six months of 2019, the Group reported a record level in new orders of euro 6,627 million compared to euro 2,388 million for the same period in 2018, with a bookto-bill ratio (order intake/revenues) of 2.3 (0.9 at 30 June 2018). Before intersegment consolidation adjustments, the Shipbuilding segment accounted for 96% of the period's total order intake (57% in the fi rst half of 2018), the Of shore and Specialized Vessels segment for 1% (35% in the fi rst half of 2018) and the Equipment, Systems and Services segment for 5% (16% in the fi rst half of 2018). With reference to the Cruise ship business area in the fi rst six months of 2019, Fincantieri registered signifi cant commercial successes: the American group Norwegian Cruise Line Holdings Ltd. confi rmed its order for two new-concept cruise ships for the Oceania Cruises brand and signed a contract for the construction of a new ultra luxury cruise ship for the Regent Seven Seas Cruises brand (the third vessel of the Explorer class). MSC Crociere has signed contracts for the construction of four luxury cruise ships, thus entering a new segment that is showing signifi cant growth potential, while the client Viking has confi rmed the order for two of the six vessels provided for in the March 2018 agreement, which will bring its fl eet to 12 vessels built by Fincantieri - the largest number of vessels in the same class for a single shipowner. Furthermore, Princess Cruises, a brand of the Carnival group, has formalized contracts for the construction of two next-generation dual fuel cruise ships, i.e. also powered by Liquefi ed Natural Gas. With reference to the naval vessels business area and, in particular, within the context of
the Littoral Combat Ship (LCS) program, the Group, through the Marinette Marine Corporation subsidiary, was awarded the contract for the construction of an additional vessel, the sixteenth of the LCS program "Freedom" class (LCS 31). In just ten years, the Group's US shipyards have successfully delivered eight of the program's ships and are building a further eight vessels. In the Of shore and Specialized Vessels operating segment, the Group, through the Vard subsidiary, signed a contract with the Australian shipowner Coral Expeditions for the design and construction of a second small-scale luxury cruise ship (expedition cruise vessel), sister ship of the "Coral Adventurer" which entered the shipowner's fl eet in April. The vessel will be produced and delivered by the Vard Vung Tau shipyard (Vietnam).

Finally, in the Equipment, Systems and Services operating segment, the Group started the construction of the bridge over the Polcevera river in Genoa in the fi rst half of the year, with the related orders for the supply and installation of the metal deck. Furthermore, the order for Meyer Turku for the supply of stabilization systems and turbogenerator systems for heat recovery which will be installed on the new class of cruise ships under construction at the Finnish yard.
| (euro/million) | |||||||
|---|---|---|---|---|---|---|---|
| 31.12.2018 | Order intake analysis | 30.06.2019 | 30.06.2018(*) | ||||
| Amounts | % | Amounts | % | Amounts | % | ||
| 6,288 | 73 FINCANTIERI S.p.A. | 6,060 | 91 | 1,224 | 51 | ||
| 2,329 | 27 Rest of Group | 567 | 9 | 1,164 | 49 | ||
| 8,617 | 100 Total | 6,627 | 100 | 2,388 | 100 | ||
| 7,129 | 82 Shipbuilding | 6,364 | 96 | 1,350 | 57 | ||
| 913 | 11 Of shore and Specialized Vessels | 57 | 1 | 824 | 35 | ||
| 1,006 | 12 Equipment, Systems and Services | 349 | 5 | 376 | 16 | ||
| (431) | (5) Consolidation adjustments | (143) | (2) | (162) | (8) | ||
| 8,617 | 100 Total | 6,627 | 100 | 2,388 | 100 |
(*) The comparative fi gures have been restated following redefi nition of the operating segments.
The Group's total backlog reached euro 33.1 billion at 30 June 2019, comprising euro 29.5 billion of backlog (euro 22 billion at 30 June 2018) and euro 3.6 billion of soft backlog (euro 7.8 billion at 30 June 2018) with development of the contracts in the portfolio up to 2027. The Group has once again shown its ability to convert the soft backlog into fi rm orders in a short period of time, ensuring long-term visibility for the Group and the supplier network. The backlog and total backlog guarantee about 5.4 years and 6.1 years of work respectively in relation to the 2018 level of revenues. Before intersegment consolidation adjustments, the Shipbuilding operating segment accounts for 94% of the Group order backlog (92% in the fi rst half of 2018), the Of shore and Specialized Vessels operating segment for 3% (5% in the fi rst half of 2018) and the Equipment, Systems and Services operating segment for 5% (6% in the fi rst half of 2018). The order intake in the six months and
the current order backlog also highlight
the central role played by Fincantieri as innovation leader in the reference operating segments. In fact, the Fincantieri backlog includes projects for new-concept vessels with a high level of innovation, which will enrich the fl eets of the Group's clients.

| 31.12.2018 | Backlog analysis | 30.06.2019 | 30.06.2018(*) | |||
|---|---|---|---|---|---|---|
| Amounts | % | Amounts | % | Amounts | % | |
| 22,462 | 88 FINCANTIERI S.p.A. | 26,530 | 90 | 19,391 | 88 | |
| 3,062 | 12 Rest of Group | 2,997 | 10 | 2,596 | 12 | |
| 25,524 | 100 Total | 29,527 | 100 | 21,987 | 100 | |
| 23,714 | 93 Shipbuilding | 27,793 | 94 | 20,258 | 92 | |
| 987 | 4 Of shore and Specialized Vessels | 885 | 3 | 1,132 | 5 | |
| 1,638 | 6 Equipment, Systems and Services | 1,604 | 5 | 1,289 | 6 | |
| (815) | (3) Consolidation adjustments | (755) | (2) | (692) | (3) | |
| 25,524 | 100 Total | 29,527 | 100 | 21,987 | 100 |
| (euro/million) | |||
|---|---|---|---|
launches Fincantieri into a future where emission standards will guide renewal programs for our clients' fl eets.
The composition of the backlog by operating segment is shown in the following table.
Specifi cally, the two vessels for Princess Cruises will not only be the largest ever built in Italian shipyards, but will also be the fi rst in the shipowner's fl eet to be powered primarily by Liquefi ed Natural Gas, an ambitious and cutting edge project which
| Deliveries | |||||||
|---|---|---|---|---|---|---|---|
| completed as at 30.06.19 | Total 2019 | 2020 | 2021 | 2022 | 2023 Beyond 2023 | ||
| Cruise ships | 5 | 8 | 8 | 9 | 7 | 7 | 13 |
| Naval | 2 | 3 | 7 | 6 | 7 | 3 | 5 |
| Of shore and Specialized | |||||||
| Vessels | 8 | 20 | 6 | 1 | 1 | 1 | 1 |
The soft backlog, representing the value of existing contract options and letters of intent as well as of contracts at an advanced stage of negotiation, none of which are yet refl ected in the order backlog, amounted to approximately euro 3.6 billion at 30 June 2019, compared to 7.8 billion at 30 June 2018, in line with the signifi cant increase in orders registered compared to the same period in 2018.
The following table shows the deliveries scheduled each year for the 98 vessels currently in the order book, analysed by the main business units. With reference to the current year, the table presents deliveries completed as at 30 June 2019 in addition to the total number of deliveries scheduled for the full 2019 fi nancial year.
It should be noted that, compared to what was reported at 31 December 2018, the deliveries initially planned for 2019 of one vessel dedicated to aquaculture activities for the shipowner Remøybuen and a research expedition vessel for the Norwegian shipowner Rosellinis Four-10 have been delayed by one year.
Capital expenditure amounted to euro 102 million in the fi rst six months of 2019, of which euro 22 million for intangible assets (including euro 14 million for development projects) and euro 80 million for property, plant and equipment. Capital expenditure represented 3.5% of the Group's revenues in the fi rst six months of 2019, compared with 1.7% in the fi rst six months of 2018.
Capital expenditure on property, plant and equipment made in the fi rst half of 2019 mainly related to i) continued work to upgrade the operational areas and infrastructure at some Italian shipyards to meet new production scenarios, which involve the construction of increasingly large cruise ships and which have seen an increasing order backlog; ii) an increase in the safety standards of the plant, equipment and buildings; iii) the continuation of work to increase production capacity at the Vard Tulcea and Braila shipyards in preparation for both the construction of hulls and the multi-year program to construct prefi tted sections of cruise ships in support of Fincantieri's production network.

| (euro/million) | |||||||
|---|---|---|---|---|---|---|---|
| 31.12.2018 | Capital expenditure analysis | 30.06.2019 | 30.06.2018(*) | ||||
| Amounts | % | Amounts | % | Amounts | % | ||
| 109 | 68 FINCANTIERI S.p.A. | 80 | 78 | 30 | 68 | ||
| 52 | 32 Rest of Group | 22 | 22 | 14 | 32 | ||
| 161 | 100 Total | 102 | 100 | 44 | 100 | ||
| 124 | 77 Shipbuilding | 77 | 75 | 33 | 74 | ||
| 6 | 4 Of shore and Specialized Vessels | 2 | 2 | 3 | 6 | ||
| 18 | 11 Equipment, Systems and Services | 12 | 12 | 4 | 10 | ||
| 13 | 8 Other activities | 11 | 11 | 4 | 10 | ||
| 161 | 100 Total | 102 | 100 | 44 | 100 | ||
| 37 | 23 Intangible assets | 22 | 22 | 6 | 13 | ||
| 124 | 77 Property, plant and equipment | 80 | 78 | 38 | 87 | ||
| 161 | 100 Total | 102 | 100 | 44 | 100 | ||
(*) The comparative fi gures have been restated following redefi nition of the operating segments.
| Presented below are the reclassifi ed | |
|---|---|
| consolidated versions of the income statement, | |
| statement of fi nancial position and statement | |
| of cash fl ows, the breakdown of consolidated | |
net fi nancial position and the principal economic and fi nancial indicators used by management to monitor business performance. A reconciliation of these reclassifi ed statements to the IFRS statements can be found later on in this report.
(*) The comparative fi gures have been restated following redefi nition of the operating segments.
| (euro/million) | |||
|---|---|---|---|
| 31.12.2018 | 30.06.2019 | 30.06.2018 | |
| 5,474 Revenue and income | 2,837 | 2,527 | |
| (4,089) Materials, services and other costs | (2,100) | (1,855) | |
| (946) Personnel costs | (508) | (482) | |
| (25) Provisions | (14) | (7) | |
| 414 EBITDA | 215 | 183 | |
| 7.6% EBITDA margin | 7.6% | 7.3% | |
| (137) Depreciation, amortization and impairment | (78) | (65) | |
| 277 EBIT | 137 | 118 | |
| 5.1% EBIT margin | 4.8% | 4.7% | |
| (104) Finance income/(costs) | (60) | (52) | |
| (1) Income/(expense) from investments | (3) | 1 | |
| (64) Income taxes | (40) | (28) | |
| 108 Adjusted profi t/(loss) for the period1 | 34 | 39 | |
| 111 of which attributable to Group | 38 | 45 | |
| (51) Extraordinary and non-recurring income and (expenses) | (27) | (32) | |
| 12 Tax ef ect of extraordinary and non-recurring income and expenses | 5 | 8 | |
| 69 Profi t/(loss) for the period | 12 | 15 | |
| 72 Group share of profi t/(loss) for the period | 16 | 21 | |
Revenue and income (euro 2,837 million) has increased by euro 310 million compared to the same period in the previous year (+12%), with a positive net ef ect (euro 8 million) from the conversion into euro of revenues in USD and Norwegian Krone generated by the foreign subsidiaries. The Shipbuilding segment recorded an overall increase in revenues of 13.2%, with the revenues from cruise ships which increased by 9.8% and the revenues from naval vessels which increased by 22.1%. At 30 June 2019, revenues from the cruise ship business area accounted for 54% of the Group's revenues (55% at 30 June 2018), while the naval vessel business area accounted for 23% (21% at 30 June 2018). The Equipment, Systems and Services segment also recorded an increase in volumes of about 16%, while revenue from the Of shore and Specialized Vessels segment slowed down compared to the same period in the previous year.
Revenue generated by foreign clients
accounts for 81% of the total in the period ended 30 June 2019, compared to 82% for the corresponding period in 2018.
EBITDA is equal to euro 215 million at 30 June 2019 (euro 183 million in the fi rst half of 2018), with an EBITDA margin of 7.6% (percentage of Revenue and income), an improvement on the 7.3% at 30 June 2018. This margin mainly refl ects the positive performance of the Shipbuilding and Equipment, Systems and Services operating segments on the one hand, and the negative margins of the Of shore and Specialized Vessels operating segment on the other.
The EBIT achieved in the fi rst half of 2019 is euro 137 million compared to euro 118 million for the same period of the previous year, with an EBIT margin (percentage of Revenue and income) of 4.8% (4.7% in the fi rst half of 2018). The increase in EBIT is due to the reasons explained above
in reference to the Group's EBITDA and is af ected by the higher amortization following the registration of the rights of use for the application of IFRS 16.

Finance income/(costs) and income/ (expense) from investments report a net expense of euro 63 million (net expense of euro 51 million at 30 June 2018). The main changes are due to the fi nance costs on hedging derivatives for orders in foreign currency (increased by euro 22 million compared to the same period in 2018), lower unrealized exchange rate losses associated with the conversion of the loan granted to Vard Promar into US dollars (a change of euro 8 million compared to the same period in 2018) and lower fi nance costs related to debt (decrease of euro 6 million).
Income taxes have a negative balance of euro 40 million for the fi rst half of 2019 (negative balance of euro 28 million for the same period in 2018).
The adjusted profi t/(loss) for the period shows a net profi t of euro 34 million at 30 June 2019 (euro 39 million at 30 June 2018).
Extraordinary and non-recurring income and expenses report euro 27 million in net expenses (euro 32 million at 30 June 2018) and mainly include the expenses of euro 18 million relating to asbestos exposure lawsuits and expenses of euro 7 million connected to the reorganization plans for the VARD subsidiary.
The tax ef ect linked to the extraordinary and non-recurring income and expenses item was a net positive euro 5 million at 30 June 2019.
Profi t/(loss) for the period, refl ecting the factors described above, is a net profi t of euro 12 million (euro 15 million at 30 June 2018). The Group share of this result is a net profi t of euro 16 million, compared with a net profi t of euro 21 million in the same period of the previous year.
The reclassifi ed consolidated statement of fi nancial position shows a positive variation in Net invested capital at 30 June 2019 of euro 214 million compared to the end of the previous fi nancial year, mainly due to the following factors:
• Net fi xed capital: with an overall increase of euro 156 million. The main ef ects include, in particular: i) registration of the right to use leased assets following the initial application of IFRS 16 after the related amortization (euro 85 million); ii) the increase in the value of Intangible assets and Property, plant and equipment of euro 81 million due to the capital expenditure for the period (euro 102 million), to the
decrease in inventories (euro 74 million), mainly related to the delivery of a vessel classifi ed among the inventories following the cancellation of the order, and which was subsequently resold; ii) the increase in construction contracts and client advances (euro 33 million), due to the volumes realized in the fi rst half of the year net of deliveries during the period and the reclassifi cation described above; iii) the decrease in Trade receivables (euro 102 million) due to the collection of the fi nal instalment of the delivered vessels; iv) the reduction of Trade payables (euro 25 million); and v) the reduction of Provisions for risks and charges (euro 55 million), mainly due to the use of the fund relating to the "Serene" litigation following the settlement agreement on closure of all the outstanding proceedings. Construction loans at 30 June 2019 amounted to euro 492 million overall, with a reduction of euro 140 million compared
to 31 December 2018, with euro 232 million related to the VARD subsidiary and euro 260 million to the Parent Company.

registration of two vessels as fi xed assets which were previously registered as Work in Progress following the decision to manage them in-house (euro 37 million), and the positive ef ect of the foreign currency translation of the fi nancial statements (euro 12 million), all partially of set by the amortization for the period (euro 70 million); and iii) the reduction of Other non-current assets and liabilities (euro 22 million) resulting from the fl uctuation of the fair value of derivatives on negotiated exchange rates for contracts in currencies other than the euro.
• Net working capital: euro 103 million (euro 44 million at 31 December 2018). The main variation related to: i) the
It is recalled that, in view of the operational nature of construction loans and particularly the fact that these types of loan are obtained and can be used exclusively to fi nance the contracts to which they refer, management treats them in the same way as client advances and so classifi es them as part of Net working capital.
• Equity is euro 1,238 million, with a net profi t generated in the period (euro 12 million) and an increase in the currency translation reserve (euro 10 million), of set by the distribution of dividends (euro 17 million) and by the reduction of the reserve related to cash fl ow hedging instruments (euro 20 million).
Note that the shareholding in VARD at 30 June 2019 is 97.44% (97.22% at 31 December 2018).
| (euro/million) | |||
|---|---|---|---|
| 30.06.2018 | 30.06.2019 | 31.12.2018 | |
| 625 Intangible assets | 621 | 618 | |
| - Rights of use | 85 | - | |
| 1,031 Property, plant and equipment | 1,152 | 1,074 | |
| 51 Investments | 74 | 60 | |
| 72 Other non-current assets and liabilities | (14) | 8 | |
| (58) Employee benefi ts | (59) | (57) | |
| 1,721 Net fi xed capital | 1,859 | 1,703 | |
| 852 Inventories and advances | 807 | 881 | |
| 584 Construction contracts and client advances | 969 | 936 | |
| (488) Construction loans | (492) | (632) | |
| 601 Trade receivables | 647 | 749 | |
| (1,595) Trade payables | (1,824) | (1,849) | |
| (155) Provisions for risks and charges | (80) | (135) | |
| 3 Other current assets and liabilities | 76 | 94 | |
| (198) Net working capital | 103 | 44 | |
| 1,523 Net invested capital | 1,962 | 1,747 | |
| 863 Share capital | 863 | 863 | |
| 338 Reserves and retained earnings attributable to the Group | 353 | 364 | |
| 58 Non-controlling interests in equity | 22 | 26 | |
| 1,259 Equity | 1,238 | 1,253 | |
| 264 Net fi nancial position | 724 | 494 | |
| 1,523 Sources of funding | 1,962 | 1,747 |
which excludes construction loans, reports a net debt balance of euro 724 million (euro 494 million in net debt at 31 December 2018). The change is mainly due to the investments made during the period and the fi nancial dynamics typical of the cruise ship business,
with volumes expected to grow in the coming months. The Net fi nancial position at 30 June 2019 also includes the recognition of the fi nancial liabilities deriving from the application of IFRS 16 (euro 88 million).
The Reclassifi ed consolidated statement of cash fl ows shows a positive net cash fl ows for the period of euro 5 million (positive for euro 342 million in the fi rst half of 2018).
The fi nancing activities generated resources to substantially cover the investments for the period and the operating cash fl ow. It should be noted that at 30 June 2019,
| (euro/million) | |||
|---|---|---|---|
| 30.06.2018 | 30.06.2019 | 31.12.2018 | |
| 618 Cash and cash equivalents | 683 | 677 | |
| 30 Current fi nancial receivables | 12 | 17 | |
| (150) Current bank debt | (322) | (197) | |
| (525) Bonds issued and commercial papers - current portion | (219) | (231) | |
| (56) Current portion of bank loans and credit facilities | (109) | (54) | |
| (2) Other current fi nancial liabilities | (20) | (3) | |
| (733) Current debt | (670) | (485) | |
| (85) Net current cash/(debt) | 25 | 209 | |
| 130 Non-current fi nancial receivables | 72 | 63 | |
| (307) Non-current bank debt | (744) | (760) | |
| - Bonds - non-current portion | - | - | |
| (2) Other non-current fi nancial liabilities | (77) | (6) | |
| (309) Non-current debt | (821) | (766) | |
| (264) Net fi nancial position | (724) | (494) |
| (euro/million) | |||
|---|---|---|---|
| 31.12.2018 | 30.06.2019 | 30.06.2018 | |
| 30 Net cash fl ows from operating activities | (14) | 99 | |
| (163) Net cash fl ows from investing activities | (118) | (35) | |
| 535 Net cash fl ows from fi nancing activities | 137 | 278 | |
| 402 Net cash fl ows for the period | 5 | 342 | |
| 274 Cash and cash equivalents at beginning of period | 677 | 274 | |
| 1 Ef ects of currency translation dif erence on opening cash and cash equivalents | 2 | 2 | |
| 677 Cash and cash equivalents at end of period | 684 | 618 | |
| 31.12.2018 | 30.06.2019 | 30.06.2018 | |
|---|---|---|---|
| 16.5% ROI | 17.0% | 14.8% | |
| 5.4% ROE | 5.3% | 4.6% | |
| 1.0 Total debt/Total equity | 1.2 | 0.8 | |
| 1.2 Net fi nancial position/EBITDA | 1.6 | 1.1 | |
| 0.4 Net fi nancial position/Total equity | 0.6 | 0.2 | |
ROI and ROE in the fi rst half of 2019 were substantially in line with 31 December 2018, and slightly better than at 30 June 2018, mainly due to the improved economic performance.
The indicators of strength and ef ciency of the capital structure at 30 June 2019 refl ect
the increase in the Group's debt despite the improvement in the economic performance. It should be noted that the net fi nancial position at 30 June 2019 also includes the recognition of the fi nancial liabilities deriving from the application of IFRS 16 (euro 88 million).

the construction loans absorbed operating cash fl ows of euro 145 million (at 30 June 2018 they absorbed cash fl ows of euro 165 million).
The following table presents additional economic and fi nancial measures used by the Group's management to monitor the performance of its main business indicators in the periods considered. The following table shows the trend in the main profi tability ratios and the strength and ef ciency of the capital structure in terms of the relative importance of sources of funding between net debt and equity for the periods ended 30 June 2019 and 2018. The ratios presented in the table have been calculated on the basis of economic parameters referring to a 12-month period, namely from 1 July 2018 to 30 June 2019 and from 1 July 2017 to 30 June 2018.
The Shipbuilding operating segment is engaged in the design and construction of cruise ships, ferries, naval vessels and mega yachts. Production is carried out at the Group's shipyards in Italy, Europe and the United States.
The results achieved by the Shipbuilding segment in the fi rst half of 2019 confi rm the solidity of the drivers identifi ed in the Business Plan. In fact, the Group's main growth factors as set out in the 2018-2022 Business Plan include the derisking of the Cruise portfolio in combination with commercial competitiveness, the market's positive momentum and the ef ectiveness of the strategic choices adopted. The optimization actions aimed at increasing Italian production capacity, undertaken to develop the considerable backlog that has resulted in a 10% annual growth in revenues, will allow Fincantieri to achieve higher levels of operational ef ciency and therefore profi tability.
The revenues of the Shipbuilding operating
segment at 30 June 2019 are euro 2,410 million, up by 13.2% compared to the fi rst half of 2018. Euro 1,677 million of these revenues refer to the cruise ship business (euro 1,527 million at 30 June 2018) with an increase of 9.9%, despite the negative ef ect of the variation in the Euro/Norwegian Krone exchange rate (around euro 5 million) generated by the conversion of the fi nancial statements of the Norwegian subsidiaries. Euro 723 million refer to the naval vessel business area (euro 592 million at 30 June 2018) with an increase of 22.0% which benefi ted from the positive variation of the Euro/USD exchange rate (around euro 15 million) resulting from the conversion of the fi nancial statements of the US subsidiaries. The growth in revenues compared to the fi rst half of 2018 can be attributed mainly to the greater volumes generated by cruise
(*) Before adjustments between operating segments.
(**) Ratio between operating segment EBITDA and Revenue and income. (***)The comparative fi gures have been restated following redefi nition of the operating segments. Norwegian Cruise Line Holdings Ltd. intended for the Oceania Cruises brand, which will launch the new "Allura class"; • an ultra luxury cruise ship (the third vessel of the Explorer class) for Norwegian Cruise Line Holdings Ltd. destined for the Regent Seven Seas Cruises brand;
• four luxury cruise ships for MSC Crociere; • two vessels for the client Viking as part of the agreement of March 2018 for six vessels; • two next-generation cruise ships for Princess Cruises, a brand of the Carnival group;
• a further vessel as part of the Littoral Combat Ship (LCS 31);
| (euro/million) | ||||
|---|---|---|---|---|
| 31.12.2018 | 30.06.2019 | 30.06.2018 restated (***) | 30.06.2018 published | |
| 4,678 Revenue and income (*) | 2,410 | 2,129 | 1,892 | |
| 395 EBITDA (*) | 246 | 173 | 160 | |
| 8.5% EBITDA margin () (*) | 10.2% | 8.1% | 8.5% | |
| 7,129 Order intake (*) | 6,364 | 1,350 | 1,132 | |
| 29,620 Order book (*) | 34,305 | 24,709 | 23,686 | |
| 23,714 Order backlog (*) | 27,793 | 20,258 | 19,496 | |
| 124 Capital expenditure | 77 | 33 | 27 | |
| 13 Vessels delivered (number) | 7 | 8 | 6 | |
• an interlake bulk carrier vessel for the client Interlake Steamship co.;
• a ferry for Washington Island Ferry Line.
Capital expenditure in Property, plant and equipment by the Parent Company during the fi rst half of 2019 mostly involved:
• the continuation of work to update the working areas and infrastructure at some shipyards, in particular Monfalcone and Marghera, to meet the new production scenarios, which involve the construction of increasingly large vessels, and the upgrading and improvement of the safety standards of plant, equipment and buildings;
• the continuation of activities to introduce new technologies, in particular at the Monfalcone shipyard, as part of the requirements of the Integrated Environmental Authorization (IEA).
Capital expenditure by the subsidiary VARD in the fi rst half of 2019 mainly related to the continuation of activities to increase production capacity and the ef ciency of production processes at the Tulcea shipyard, in order to guarantee adequate
ships due to the increase in size and value of the vessels under construction, and to the progress, in the naval fi eld, of both the construction activities relating to contracts for the Qatari Ministry of Defense and activities relating to the Italian Navy fl eet renewal program. In this context, in the second quarter, two vessels were launched: the "Trieste" Landing Helicopter Dock and the fi rst in the PPA (Multipurpose Of shore Patrol Vessel) class, "Paolo Thaon di Revel", with the fi rst vessel of the program to be delivered in 2020.
The EBITDA of the operating segment at 30 June 2019 is euro 246 million (euro 173 million at 30 June 2018), with an EBITDA margin of 10.2% (8.1% at 30 June 2018). The growth trend continues, with a further increase driven by production and the prompt delivery of repeated cruise ships with elevated margins as well as the progress of activities relating to military programs. The improvement in EBITDA, with particular reference to Cruise activities performed by Italian shipyards, is evidence of the ef ectiveness of the drivers identifi ed in the 2018-2022 Business Plan. Within the context of the growth in margins in the Cruise business, the derisking of the order book and the upward trend of prices of the vessels in production are of particular relevance. The segment is therefore evolving along the path identifi ed in the Business Plan, despite the low profi tability of certain projects in the VARD Cruise business unit
The new order intake of euro 6,364 million in the fi rst six months of 2019 refer to the construction of:
• two new-concept cruise ships for
It should be noted that, following the operational reorganization of the VARD Group initiated at the end of 2018, the Cruise business unit, mainly comprising the construction of expedition cruise vessels, previously included in the Of shore operating segment of the Group, was reclassifi ed in the Shipbuilding operating segment. For consistency, the comparison data at 30 June 2018 reported below refer to the restated values.
(*) Before adjustments between operating segments.
(**) Ratio between operating segment EBITDA and Revenue and income. (***)The comparative fi gures have been restated following redefi nition of the operating segments.
| (euro/million) | ||||
|---|---|---|---|---|
| 31.12.2018 | 30.06.2019 | 30.06.2018 restated (***) | 30.06.2018 published | |
| 681 Revenue and income (*) | 314 | 333 | 564 | |
| (20) EBITDA (*) | (52) | (6) | 7 | |
| -2.9% EBITDA margin () (*) | -16.6% | -1.7% | 1.2% | |
| 913 Order intake (*) | 57 | 824 | 1,106 | |
| 1,860 Order book (*) | 1,346 | 1,854 | 3,018 | |
| 987 Order backlog (*) | 885 | 1,132 | 1,990 | |
| 6 Capital expenditure | 2 | 3 | 9 | |
| 22 Vessels delivered (number) | 8 | 12 | 14 | |
Revenues for the Of shore and Specialized Vessels operating segment at 30 June 2019 amount to euro 314 million, a decrease of 5.7% compared to the fi rst half of 2018 (euro 333 million), and refl ecting the negative impact deriving from the change in the Euro/ Norwegian Krone exchange rate (euro 5 million) due to the conversion of the VARD fi nancial statements. The slowdown in production volumes is related to a reduced use of production capacity.
The EBITDA of the operating segment at 30 June 2019 has a negative value of euro 52 million (negative value of euro 6 million at 30 June 2018), with an EBITDA margin of -16.6% (-1.7% at 30 June 2018). The gradual decrease in the use of production capacity, brought on by the persistence of a total absence of orders related to the Oil & Gas operating segment, led to the acquisition of orders for new specialized ships belonging to dif erent operating segments (e.g. fi shery & aquaculture, ferries), where occasional projects with high potential go side by side with other orders with lower margins. These elements have also led to a high level of complexity within the production process, linked to the development of a particularly challenging product portfolio in terms of the diversity of the projects and types of vessels under construction at the same time, as
well as highly innovative content. These are prototype projects that require a greater use of resources in the implementation phase, however they do allow development of the know-how necessary for future development. Following the delisting of VARD in the last quarter of 2018, an initial phase of reorganization was initiated with the aim of achieving full organizational integration with the Parent Company for both projects for the construction of expedition cruise vessels and projects for of shore and specialized vessels. In continuity with the integration project, a restructuring plan is currently being developed, which involves initiatives to recover margins in the medium term, also drawing on the experience of developing innovative products and cutting-edge technologies in sectors not closely linked to the Oil&Gas operating segment.
In the fi rst half of 2019, the order intake by the VARD Group amounted to euro 57 million and related mainly to a small-scale luxury expedition cruise vessel for the Australian shipowner Coral Expeditions, which will be made at the Vietnamese yard Vung Tau. For reasons related to organizational responsibilities, this yard is part of the Of shore and Specialized Vessels operating segment. The vessel will be called "Coral Geographer" and will be the twin ship of "Coral Adventurer".
support both for the construction of the hulls and the long-term program to construct pre-fi tted sections of cruise ships for the Group's Italian shipyards. Capital expenditure in the US shipyards mainly concerned maintenance of infrastructure and upgrading of production systems.
The number of vessels delivered in the first six months of 2019 is analysed as follows:
The vessels delivered were:
• "Costa Venezia", the first vessel of the Italian Costa Crociere designed specifically for the Chinese market at the Monfalcone shipyard;
• "Viking Jupiter", the sixth cruise ship for Viking, delivered at the Ancona shipyard; • LCS 15 "Billings", for the US Navy, as part of the LCS program at the US Marinette shipyard (Wisconsin);
• "Antonio Marceglia", the eighth of a series of ten multi-role frigates (FREMM) for the Italian Navy, delivered at the Muggiano shipyard in La Spezia;
• two vessels for the French shipowner Compagnie du Ponant ("Le Bougainville" and "Le Dumont-d'Urville") at the Norwegian Søviknes shipyard;
• "Hanseatic Nature", the first vessel for the client Hapag-Lloyd, at the Norwegian Langsten shipyard.
The Of shore and Specialized Vessels segment includes the design and construction of high-end of shore support vessels, specialized vessels and vessels for of shore wind farms and open ocean aquaculture, as well as innovative products in the fi eld of drillships and semisubmersible drilling rigs. Fincantieri operates in this market through the VARD Group, FINCANTIERI S.p.A. and Fincantieri Oil & Gas S.p.A..
The VARD Group also provides its clients with turnkey electrical systems, inclusive of engineering, manufacturing, installation, integration testing and commissioning. It should be noted that, following the operational reorganization of the VARD Group initiated at the end of 2018, its Cruise business unit, which mainly includes the construction of expedition cruise vessels, previously included in the Group's Of shore segment, has been reclassifi ed in the Shipbuilding operating segment. For consistency, the comparison data at 30 June 2018 reported below refer to the restated values.
| (number) | |
|---|---|
| Deliveries | |
| Cruise ships | 5 |
| Cruise ferries | |
| Naval vessels | 2 |
| Mega yachts |
The Equipment, Systems and Services operating segment is engaged in the design and production of systems, equipment and accommodation, repair and conversion services and after-sales support for the vessels produced. These activities are carried out by FINCANTIERI S.p.A. and by some of its subsidiaries, including Isotta Fraschini Motori S.p.A., Issel Nord S.r.l., Seastema S.p.A., Marine Interiors S.p.A., Fincantieri SI S.p.A., Fincantieri Infrastructure S.p.A. and FMSNA Inc.
• three OSCVs (Of shore Subsea Construction Vessel), two of which were delivered to Topaz Energy and Marine Limited at the Brattvåg shipyard (Norway), and one to Dofcon Navegação Ltda at the Promar shipyard (Brazil);
• one expedition cruise vessel delivered to the Australian shipowner Coral Expedition at the Vung Tau shipyard (Vietnam);
• one Fishery vessel delivered to Aker BioMarine Antarctis AS at the Brattvåg shipyard (Norway);
Revenue from the Equipment, Systems and Services segment amounts to euro 371 million (+15.3% compared to the fi rst half of 2018). This increase confi rms the growth trend started in the fi rst half of 2017, due to the development of the signifi cant order backlog for services provided in the context of contracts for the Italian Navy and the Qatari Ministry of Defense, to an increase in the volumes of repair and conversion activities, and to the contribution resulting from the start of Fincantieri Infrastructure activities.
The EBITDA of the operating segment at 30 June 2019 is euro 39 million (euro 34 million at 30 June 2018), with an EBITDA margin of 10.5%, essentially in line with the fi rst half of 2018. The segment features a higher contribution from conversions and refurbishment projects, characterized by a lower profi tability profi le than other businesses in the same segment, but strategically important in that they enable the development and maintenance of client relationships and order backlog and contribute to the increase in headcount levels at some of the Group's Italian yards. The Grimaldi Lines project is one such project. It involves the installation of cutting-edge solutions aimed at reducing environmental impact and saving energy, such as energy storage systems that enable vessels not to use diesel engines during stops in ports, in line with the objective promoted by the Grimaldi group of zero emissions in port.
New order intake for Equipment, Systems and Services operating segment amounted to euro 349 million in the fi rst half of 2019, mostly comprising:
Capital expenditure in the fi rst half of 2019 relates mainly to the upgrading of the operating areas and infrastructure of the new Fincantieri Infrastructure plant in Valeggio sul Mincio following the award of major contracts for steel structures.
Capital expenditure in the fi rst half of 2019 mainly relates to measures to maintain production ef ciency in European and non-European shipyards.
The following vessels were delivered during the period:
| (number) | |
|---|---|
| Deliveries | |
| Ferries | 2 |
| Coral Expedition | 1 |
| OSCV | 3 |
| Fishery&Aqua | 2 |
(*) Before adjustments between operating segments.
(**) Ratio between operating segment EBITDA and Revenue and income.
| 31.12.2018 | 30.06.2019 | 30.06.2018 | |
|---|---|---|---|
| 651 Revenue and income (*) | 371 | 321 | |
| 73 EBITDA (*) | 39 | 34 | |
| 11.2% EBITDA margin () (*) | 10.5% | 10.7% | |
| 1,006 Order intake (*) | 349 | 376 | |
| 2,519 Order book (*) | 2,530 | 2,140 | |
| 1,638 Order backlog (*) | 1,604 | 1,289 | |
| 18 Capital expenditure | 11 | 4 | |
| 18 Engines produced in workshops (number) | 6 | 8 |
stock liquidity, around 754 million shares were traded from the start of the year to 30 June 2019, with a daily average trading volume in the period of around 6.0 million shares, a decrease from the 968 million shares traded in the fi rst half of 2018 (with a daily average trading volume of 7.7 million).
The market capitalization of Fincantieri, at the closing price on 30 June 2019, was approximately euro 1,667 million. In terms of
| 31.12.2018 | 30.06.2019 | 30.06.2018 | ||
|---|---|---|---|---|
| 1.28 Average share price in the period | 1.03 | 1.33 | ||
| 0.92 Share price at period end | 0.99 | 1.17 | ||
| 1,692 Number of shares issued | million | 1,692 | 1,692 | |
| 1,687 Number of shares outstanding at period end | million | 1,687 | 1,687 | |
| 1,560 Market capitalization (*) | euro/million | 1,667 | 1,976 |
(*) Number of shares issued multiplied by reference share price at period end.
The main initiatives relate to capital expenditure on:
• ongoing work to implement an integrated system for ship design (CAD) and project lifecycle management (PLM), aimed at improving the efficiency and effectiveness of the engineering process; • the development of information systems to support the Group's growing activities and optimise process management, with particular reference to the upgrading of management systems and the exporting of these systems to the main subsidiaries of the Group.
As in previous years, investment in renewing the Group's network infrastructure and hardware continued.
Other activities primarily refer to the costs incurred by corporate headquarters for directing, controlling and coordinating the business that are not allocated to other operating segments.
n.a. not applicable.
| (euro/million) | |||
|---|---|---|---|
| 31.12.2018 | 30.06.2019 | 30.06.2018 | |
| - Revenue and income | 1 | - | |
| (34) EBITDA | (18) | (18) | |
| n.a. EBITDA margin | n.a. | n.a. | |
| 13 Capital expenditure | 12 | 4 |

Price (euro/share)
(euro)



On 1 July 2019, the Municipality of Genoa and Fincantieri inaugurated a summer camp for children of Group employees aged between 4 and 11. Fincantieri has delivered this project with the aim of improving the well-being of its employees and their families. The initiative, the result of a publicprivate partnership, is a fi rst demonstration of collaboration with local companies, which is part of the plan to implement "Genoa in Family".
On 4 July 2019, Fincantieri concluded the acquisition of the majority share of the Insis S.p.A., solution provider in the integrated physical logical security sector, operating in national and international markets both directly and as a technology partner of large industrial groups.
Notwithstanding the challenging context with specifi c reference to the Of shore and Specialized Vessels sector performance, the good results within the Shipbuilding segment allow the forecasts for the 2019 fi nancial year on a Group level to be maintained. Specifi cally, the targets of revenue growth and the maintenance of EBITDA margins in line with 2018 are confi rmed, consistently with the economic and fi nancial forecasts presented within the 2018-2022 Business Plan. Net debt is expected to rise temporarily due to working capital fi nancing needs.
In the Shipbuilding segment, in the next half of 2019, the Group expects to deliver four ships, including three cruise units and one naval vessel. Also with reference to the naval business area, the program for the Qatari Ministry of Defense coming into full swing, with three vessels under construction and the fi rst delivery scheduled for 2021.
In the Of shore and Specialized Vessels segment, the construction activity related to the backlog acquired as a result of the diversifi cation strategy adopted following the Oil&Gas sector crisis is expected to continue, with ongoing focus on execution aimed at margin recovery. It should be noted that a restructuring plan is currently being developed which involves initiatives to recover margins in the medium term, also drawing on the experience of developing innovative products and cutting-edge technologies in sectors not closely linked to the Oil&Gas operating segment. The Equipment, Systems and Services segment is expected to confi rm its revenue growth trend, thanks to the development of the backlog relating to military programs, to greater volumes for the production of cabins and public areas for the cruise business activity, and to the development of activities within the infrastructure area which have seen the start of construction work on the bridge over the Polcevera River in the fi rst half of the year.
In compliance with the provisions of the Regulations concerning related party transactions adopted under Consob Resolution no. 17221 of 12 March 2010 and subsequent amendments and additions, FINCANTIERI S.p.A. has adopted a "Procedure for Related Party Transactions" with ef ect from 3 July 2014. As far as related party transactions carried out in the six-month period are concerned, these do not qualify as either atypical or unusual, since they fall within the normal course of business by the Group's companies. Such transactions are conducted under market terms and conditions, taking into account the characteristics of the goods and services involved.
Information about related party transactions, including the disclosures required by the Consob Communication dated 28 July 2006, is presented in Note 29 of the Notes to the Half-Year Financial Report.
The Shareholders' Meeting held on 19 May 2017 authorized the Board of Directors to purchase its own ordinary shares on the market in order to implement the fi rst cycle of the medium/long-term share-based incentive plan for management, called the Performance Share Plan 2016-2018. Therefore, on 30 June 2019, 4,706,890 Fincantieri own shares were purchased (0.28% of the Share Capital) for euro 5,277 thousand and held by FINCANTIERI S.p.A. No further purchases of the Parent Company's own shares were made during the fi rst half of 2019.
Art. 15 (formerly art. 36) of the Consob Market Regulations (adopted by Consob Resolution no. 16191/2007 and updated with Consob Resolution no. 20249 of 28 December 2017) sets out the listing conditions for companies that control companies incorporated in and governed by the laws of non-EU countries. With reference to these regulatory requirements concerning the listing conditions for companies that control companies, incorporated in and governed by the laws of non-EU countries, that are material to the consolidated fi nancial statements, it is reported that as at 30 June 2019, the Fincantieri subsidiaries falling under the scope of the above article are the VARD Group and the FMG Group. Suitable procedures have already been adopted to ensure that these groups comply with these regulations (art. 15). In accordance with the disclosures
required by Consob Communication no. DEM/6064293 dated 28 July 2006, it is reported that no atypical and/or unusual transactions took place during 2018.
The "Report on Corporate Governance and Ownership Structure" (the "Report") required by art. 123-bis of the Consolidated Law on Finance is a stand-alone document approved by the Board of Directors on 27 March 2018, and published in the "Ethics and Governance - Corporate Governance System" section of the Company's website at www.fi ncantieri.it.
The Report contains a general and complete overview of the corporate governance system adopted by FINCANTIERI S.p.A. It presents the Company's profi le and the principles underlying the way it conducts its business; it provides information about the ownership structure and adoption of the Corporate Governance Code, including the main governance practices applied and the main characteristics of the system of internal control and risk management; it contains a description of the operation and composition of the governing and supervisory bodies and their committees, roles, duties and responsibilities. The criteria for determining the compensation of the Directors are set out
in the "Remuneration Report", prepared in compliance with the requirements of art. 123-ter of the Consolidated Law on Finance and art. 84-quater of the Consob Issuer Regulations, and published in the "Governance - Remuneration" section of the Company's website.

The Fincantieri Group is exposed in the normal course of its business activities to various fi nancial and non-fi nancial risk factors, which, if they should materialize, could have an impact on the results of
operations and fi nancial condition of the Group. Based on operating performance in the fi rst six months of the year and the macroeconomic context, the risk factors foreseeable for the next six months of 2019 are described below according to their nature.
excess capacity might impede the achievement of competitive
margins; • not meeting market demand due to its own or its suppliers' insuf cient production capacity.
| DESCRIPTION OF RISK | IMPACT | MITIGATION |
|---|---|---|
| Given the operational complexity stemming not only from the inherent nature of shipbuilding but also from the Group's geographical and product diversifi cation and acquisition-led growth, the Group is exposed to the risk of: |
If the Group was unable to implement adequate project management activities, with suf cient or ef ective procedures and actions to ensure control of the proper completion and ef ciency of its shipbuilding processes and the proper |
To manage processes of such complexity, the Group implements procedures and work plans designed to manage and monitor the implementation of each project throughout its duration. Constant dialogue channels are established between the Group entities in |
| • not guaranteeing adequate control of project management activities; • not adequately managing the operational, logistical and organizational complexity that characterizes the Group; • not correctly representing the operational management events and phenomena in the fi nancial reports; • overestimating the synergies arising from acquisition operations or suf ering the ef ects of slow and/or weak integration; • forming alliances, joint ventures or other relationships with counterparties that could negatively af ect the ability to compete; |
representation of these in its reporting, or if it was unable to adequately manage the Group synergies, alliances, joint ventures or other relationships with counterparties and the complexity arising from its product diversifi cation or if it failed to ef ciently distribute workloads according to production capacity (plant and labour) available on each occasion at the dif erent production facilities, revenues and profi tability might decline, with possible negative ef ects on its results of operations and fi nancial condition. |
order to safeguard the integration processes; occasionally Parent Company resources are included. In addition, the Group has adopted a fl exible production structure in order to respond ef ciently to fl uctuations in vessel demand in the various business areas. This fl exible approach allows the Group to overcome capacity constraints at individual shipyards and to work on more than one contract at the same time while ensuring that delivery dates are met. The Group is implementing actions aimed at improving the production and design processes in order to strengthen competitiveness and increase productivity. |
| • not adequately managing the complexity arising from its product diversifi cation; • failing to ef ciently distribute workloads according to production capacity (plant and labour) or that |
The shipbuilding market in general is historically characterized by cycles, sensitive to trends in the industries served. The Group's of shore and cruise clients base their investment plans on demand by their own clientele; in the case of of shore, the main infl uence is energy demand and oil price forecasts, which in turn drive investment in exploration and production, while the main infl uences on the cruise industry are trends in the leisure market. In the naval business, the demand for new ships is heavily dependent on governments' defense spending policies.
Postponement of fl eet renewal programs or other events af ecting the order backlog with the Fincantieri Group's principal cruise ship client could impact capacity utilization and business profi tability; similarly a downturn in the of shore market could lead, as has already happened, to a reduction in the level of orders, in this segment, for the subsidiary VARD, as well as the risk of cancellation or postponement of existing orders. Equally, the availability of resources earmarked by the State for defence spending on fl eet modernization programs is a variable that could infl uence the Group's results of operations and fi nancial condition.
In order to mitigate the impact of the shipbuilding market cycle, the Group has pursued a diversifi cation strategy in recent years, expanding its business both in terms of products and geographical coverage. Since 2005 the Group has expanded into the businesses of of shore, mega yachts, marine systems and equipment, repairs, refi tting and after-sales service. In parallel, the Group has expanded its business nationally and internationally, through acquisitions or the incorporation of new companies dedicated to specifi c businesses, such as the manufacture of steel products.
Given the current downturn in the of shore market, the subsidiary VARD has successfully pursued a strategy of diversifying into new market segments, such as the expedition cruise, market and specialized vessels for fi shing and aquaculture, with the intent of reducing its exposure to the cyclical nature of the Oil&Gas segment.

| DESCRIPTION OF RISK | IMPACT | MITIGATION |
|---|---|---|
| The production of standard merchant vessels is now dominated by Asian shipyards, meaning that competitiveness can only be maintained by specializing in high value-added markets. As far as civilian vessels are concerned, the Parent Company has been focusing for several years on the cruise ship and cruise ferry segments, where it has a long track record; following the acquisition of VARD, it has extended this focus to the production of of shore support vessels and specifi c segments such as fi shing and aquaculture. Additional factors that may af ect competitiveness are the risk that due attention is not given to client needs, or that standards of quality and product safety are not in line with market demands and new regulations. Moreover, aggressive commercial policies, development of new products and new technologies, or increases in production capacity by competitors may lead to increased price competition, consequently impacting the required level of competitiveness. |
Inattentive monitoring of the Group's markets and slow responses to the challenges posed by competitors and client needs may lead to a reduction in competitiveness, with an associated impact on production volumes, and/or less remunerative pricing, resulting in a drop in profi t margins. |
The Group endeavours to maintain competitive position in its business areas by ensuring a high quality, innovative product, and by seeking optimal costing as well as fl exible technical and fi nancial solutions in order to be able to propose more attractive of ers than the competition. In parallel with the commercial initiatives to penetrate new market segments, the subsidiary VARD has developed a series of new ship projects, exploiting not only its own engineering and design expertise acquired in the of shore sector but also the know-how of the Fincantieri Group. |
| DESCRIPTION OF RISK | IMPACT | MITIGATION |
| The dif cult political and economic context and worsening regulatory |
Situations involving country risk may have negative ef ects on the |
In pursuing business opportunities in emerging markets, the Group |
safeguards itself by favouring commercial prospects that are supported by inter-governmental agreements or other forms of cooperation between States, as well as by establishing, within its own organization, appropriate safeguards to monitor the processes at risk.
IMPACT
Many factors can infl uence production schedules, as well as capacity utilization, and so impact agreed vessel delivery dates with possible penalties payable by the Group. These factors include, inter alia, strikes, poor industrial productivity, inadequate logistics and warehouse management, unexpected problems during design, engineering and production, events linked to adverse weather conditions, design changes or problems in procuring key supplies.
| MITIGATION |
|---|
| The Group takes into consideration expected increases in the components of contract costs when determining the of er price. In addition, at the time of signing the contract, fi xed-price purchase options will already have been defi ned for some of the vessel's principal components. |
Cost overruns not envisaged at the pre-contractual stage and not covered by a parallel increase in price can lead to a reduction in margins on the contracts concerned.
When the causes of late delivery are not recognized by contract, shipbuilding contracts provide for the payment of penalties that generally increase the longer the delay.
The Group manages its contracts through dedicated structures that control all aspects during the contract life cycle (design, procurement, construction, outfi tting). Contracts with suppliers include the possibility of applying penalties for delays or hold-ups attributable to such suppliers.

A signifi cant number of the Group's shipbuilding contracts (in general, for merchant vessels like cruise ships and of shore support vessels) establish that clients pay only a part of the contract price during ship construction; the balance of the price is paid upon delivery.
As a result, the Group incurs signifi cant upfront costs, assuming the risk of incurring such costs before receiving full payment of the price from its clients and thus having to fi nance the working capital absorbed by ships during construction.
If the Group were unable to of er its clients suf cient fi nancial guarantees against the advances received or to meet the working capital needs of ships during construction, it might not be able to complete contracts or win new ones, with negative ef ects on its results of operations and fi nancial condition.
Moreover, the cancellation and postponement of orders by clients in dif culty could have a signifi cant impact on the Group's fi nancial structure and margins, with the risk that banks limit access to credit, thereby depriving it of the necessary funding for its working capital, such as construction loans, or that banks will only be willing to grant credit at more costly
conditions.
When acquiring orders, and
where deemed necessary, the Group can perform checks on the fi nancial strength of its counterparties, including by obtaining information from leading credit rating agencies. Suppliers are subject to a qualifi cation process, including evaluation of the potential risks associated with the counterparty concerned. As regards the fi nancial aspect, the Group of ers its suppliers the opportunity to use instruments that facilitate their access to credit. To address the dif cult situation in the of shore market, the subsidiary VARD is now working with clients and fi nancial institutions to ensure delivery the majority of the of shore vessels in the current order book and is pursuing the initiatives launched to ensure a commercial solution to the few of shore projects that have remained in the order book to date. The subsidiary is also considering, where possible, all technical and commercial opportunities to reconvert and reposition on the new markets served those vessels already built but whose orders have been cancelled.
The Group adopts a fi nancing strategy aimed at diversifying as much as possible the technical forms of fi nancing and the fi nancing counterparties with the ultimate objective of maintaining a more than suf cient credit capacity to guarantee coverage of the working capital needs generated by its operations.
MITIGATION
MITIGATION
IMPACT
The Group's clients often make use of fi nancing to fi nalize the placement of orders. Overseas clients may be eligible for export fi nance schemes structured in accordance with OECD rules.
Under such schemes, overseas buyers of ships can obtain bank credit against receipt of a guarantee by a national export credit agency, which in the case of Italy is SACE S.p.A. and GIEK in the
case of Norway. The availability of export fi nancing is therefore a key condition for allowing overseas clients to award contracts to the Group, especially where cruise ship construction is concerned.
The lack of available fi nance for the Group's clients or the low competitiveness of their conditions could have a highly negative impact on the Group's ability to obtain new orders as well as on the ability of clients to comply with the contractual terms of payment.
Fincantieri supports overseas clients during the process of fi nalizing export fi nance and particularly in managing relations with the agencies and companies involved in structuring such fi nance (for example, SACE, Simest and the banks). In addition, the process of structuring fi nance is managed in parallel with the process of fi nalizing the commercial contract, the enforceability of which is often subject to the shipowner's receipt of the commitment by SACE and the banks to provide an export credit guarantee. The subsidiary VARD also actively works with GIEK, the Norwegian export credit agency, particularly in a new sector for the Norwegian market like that of expedition cruise vessels. As an additional safeguard for the Group, in the event of a client default on its contractual obligations, Fincantieri has the right to terminate the contract. In such a case, it is entitled to keep the payments received and the ship under construction. The client may also be held liable for paying any costs prepaid by the Group.

| DESCRIPTION OF RISK | IMPACT | MITIGATION |
|---|---|---|
| The Fincantieri Group's decision to outsource some of its business activities is dictated by strategic considerations based on two factors: a) outsource activities for which it has the skills but insuf cient in-house resources; b) outsource activities for which there are no in-house skilled resources and which would be too expensive and inef cient to develop. Dependence on suppliers for certain business activities may result in the inability to ensure high standards of quality, failure to meet delivery dates, the acquisition of excessive supplier bargaining power, and a lack of access to new technologies. In addition, the signifi cant presence of suppliers in the production process has an impact on local communities, possibly requiring the Group to address social, political and legality issues. |
A negative performance by suppliers in terms of quality, timing or costs causes production costs to rise, and the client's perception of the quality of the Fincantieri product to deteriorate. As for other partners at the local level, non-optimal relations may impact the Group's ability to compete on the market. |
The Group has specifi c personnel in charge of coordinating the assembly of on-board systems and managing specifi c areas of outsourced production. In addition, the Fincantieri Group carefully selects its "strategic suppliers", which must meet the highest standards of performance. The Parent Company has developed a precise program of supplier performance evaluation in this regard, ranging from measurement of the services rendered, both in terms of quality of service of ered and punctuality of delivery, to the strict observation of safety regulations, in line with the Group's "Towards Zero Accidents" objective. In addition, particular attention is paid in general to relations with the local communities that interact with the Group's shipyards, involving appropriate institutional relationships, at the time supplemented by the conclusion of suitable legality and/or transparency protocols with the local authorities, which in turn enabled the defi nition of the National Legality Framework Protocol signed in 2017. The subsidiary VARD has paid special attention to the process of evaluating and managing contracts with suppliers operating in new |
sectors that the Group entered as a result of its diversifi cation
strategy.
The shipbuilding industry, due to its specifi c characteristics, requires consideration of certain issues relating to the social and environmental sustainability of the business. The Company is committed to disseminating its Governance Model within the Group; however, any shortcomings in the communication of its commitment to the Group could put at risk the achievement of the goals defi ned and communicated to stakeholders. Furthermore, the Company has identifi ed specifi c risks related to shipbuilding products and processes, including:
• the risk of failing to pay attention to the development of new technologies and environmentally friendly products;
• the risk of poor management of environmental issues, such as those related to climate change (impact of natural events, increase in the price of materials due to factors connected to climate);
• the risk that the supply chain does not mirror the sustainability principles communicated by the Company;
• the risk of failing to optimize the Group's human capital.
The aim of the Company is to combine business growth and fi nancial soundness in line with social and environmental sustainability principles, and failure to achieve this goal could, in the long term, compromise growth of the Company's value, which benefi ts stakeholders.
| The Company has developed |
|---|
| a sustainability governance |
| system which defi nes the roles |
| and responsibilities of these |
| processes in order to ensure |
| adequate monitoring and control. |
| The risks related to sustainability |
| are identifi ed, assessed and |
| managed within the context of |
| the Enterprise Risk Management |
| process, and the Company has |
| adopted a Sustainability Plan |
| and monitors its application. The |
| initiatives launched are accurately |
| reported in the Sustainability |
Report.
| DESCRIPTION OF RISK | IMPACT | MITIGATION |
|---|---|---|
| The Fincantieri Group has a vast accumulation of experience, know how and business knowledge. As far as the workforce is concerned, the domestic labour market is not always able to satisfy the needs of production, either in terms of numbers or skills. The ef ective management of the Group's business is also linked to the ability to attract highly professional resources for key roles, and the ability to retain such talents within the Group; this involves suitable talent and resource management with a view to continuous improvement, achieved by investing in staf training and performance evaluation. |
The inadequacy of the domestic labour market to meet the Group's needs, the inability to acquire the necessary skills and the failure to transfer specifi c knowledge to the Group's resources, particularly in the technical sphere, could have negative ef ects on product quality. |
The Human Resources Department constantly monitors the labour market and maintains frequent contact with universities, vocational schools and training institutes. The Group also makes a signifi cant investment in training its staf , not only in technical specialist and managerial-relational skills, but also regarding safety and quality. Lastly, specifi c training activities are organized to ensure that key management positions are covered in the event of staf turnover. With regard to the subsidiary VARD, an internal reorganization has been carried out to assist the process of diversifying into new markets, with particular attention to the development of new concepts and alteration of production processes. At the same time, actions to recruit qualifi ed labour have been launched in the Romanian shipyards to increase the technical and qualitative level of the workforce and achieve production ef ciency in order to both support the parent company's production plan and guarantee better management of the other projects |
in the order book.
The Fincantieri Group must abide by the regulations in force in the countries where it operates, including those to safeguard the environment and health and safety at work, tax regulations and the personal data protection regulation. Any breaches of such rules and regulations could result in civil, tax, administrative or criminal sanctions, along with an obligation to do all that is necessary to comply with such regulations, the costs and liability for which could have a negative impact on the Group's business and results.
Any breaches of tax, safety or environmental standards, any changes in the local legal and regulatory framework, as well as the occurrence of exceptional or unforeseen events, could cause the Fincantieri Group to incur extraordinary costs relating to tax, the environment or safety at work. Any breaches of personal data protection regulations would result in the application of the sanctions introduced by EU Regulation 2016/679 regarding the protection of personal data.
The Group promotes compliance with all rules, regulations and laws that apply to it and implements and updates suitable prevention control systems for mitigating the risks associated with breach of such rules, regulations and laws. Accordingly, in order to prevent and manage the risk of occurrence of unlawful acts, the Parent Company has adopted an organizational, management and control model under Legislative Decree 231 of 8 June 2001, which is also binding for suppliers and, in general, for third parties working with Fincantieri. In particular, the Parent Company has applied the provisions of Legislative Decree 81/2008 - "Implementation of art. 1 of Law no. 123 dated 3 August 2007, concerning health and safety at work" (known as the "Health and Safety at Work Act"). Fincantieri has adopted suitable organizational models for preventing breach of these regulations, and sees that such models are reviewed and updated on an ongoing basis. The commitment to pursue and promote principles of environmental sustainability has been reaf rmed in the Parent Company's Environmental Policy document, which binds the Group to uphold regulatory compliance and to monitor working practices so as to ensure ef ective observance of the rules and regulations. The subsidiary VARD is also committed to minimizing the impact of its activities on the environment, involving actions in terms of resources, policies and procedures to improve its environmental performance. Fincantieri and VARD have implemented an Environmental Management System at their sites with a view to obtaining certifi cation under UNI EN ISO 14001:2004 and has started updating to the 2015 standard. As regards the mitigation of tax risks, the Group constantly monitors changes to the law force. Compliance with the personal data protection regulation is ensured by a system of internal rules adopted in order to ensure that the personal data collected and processed within the company's business processes.

| DESCRIPTION OF RISK | IMPACT | MITIGATION |
|---|---|---|
| The Group's business could be adversely af ected by: |
Computer system failures, loss or corruption of data, including as a result of external attacks, |
The Group considers it has taken all necessary steps to minimize these risks, by drawing on best |
| • inadequate management of the Group's sensitive data, due to inef ective protective measures, with unauthorized persons outside the Group able to access and use confi dential information; • improper access to information, involving the risk of accidental or intentional alterations or cancellations by unauthorized persons; • IT infrastructure (hardware, networks, software) whose security and reliability are not guaranteed, resulting in possible disruption of the computer system or network or in illegal attempts to gain unauthorized access or breaches of its data security system, including coordinated attacks by groups of hackers. |
inappropriate IT solutions for the needs of the business, or updates to IT solutions not in line with user needs, could af ect the Group's operations by causing errors in the execution of operations, inef ciencies and procedural delays and other disruptions, af ecting the Group's ability to compete on the market. |
practice for its governance systems and continuously monitoring the management of its IT infrastructure and applications. Authority to access and operate on the computer system is managed and maintained to ensure proper segregation of duties, as enhanced with the adoption of a new access management procedure using special software, allowing prior identifi cation and treatment of the risks of segregation of duties (SoD) resulting from inappropriate attribution of access credentials. |
market.
| DESCRIPTION OF RISK | IMPACT | MITIGATION |
|---|---|---|
| Working in the defense and security sector, the Group is exposed to the risk that the evolving tendency in this sector could lead in the near future to restrictions on the currently permitted exceptions to competition law, with consequent limitations on the direct award of business in order to ensure greater competition in this particular |
Possible limitations on the direct award of business could prevent the Group from being awarded work through negotiated procedures, without any prior publication of a public tender notice. |
The Group is monitoring the possible evolution of national and Community legislation that could open up the possibility of competing in the defense and security sector including in other countries. |
The Group is exposed to exchange rate risk on transactions of a commercial and fi nancial nature denominated in a currency other than the functional one (economic risk and transaction risk). In addition, translation risk can arise when preparing the Group's fi nancial statements, through translation of the income statements and balance sheets of consolidated subsidiaries that operate in a currency other than the Euro (mainly NOK, USD and BRL).
The absence of adequate currency risk management could increase the volatility of the Group's economic results. In particular, if currencies in which shipbuilding contracts are denominated were to depreciate, this could have an adverse impact on company profi t margins and the Group's cash fl ow.
| Fincantieri has a policy for managing economic and transaction fi nancial risks that defi nes instruments, responsibilities and reporting procedures, with which it mitigates currency market risks. With regard to currency translation risk, the Group constantly monitors its main exposures which are normally not subject to coverage. In the same way, the subsidiary VARD prepared a management policy that is based on the fundamental principles defi ned by the Parent Company, though with some dif erences due to the company's particular needs. |
|
|---|---|
Some of the loan agreements entered into by the Group require it or some of its companies to comply with conditions, commitments and constraints of a fi nancial and legal nature (such as the occurrence of events of default, even potential ones, crossdefault clauses and covenants), non-observance of which could lead to immediate repayment of the loans. In addition, future increases in interest rates could lead to higher costs and payments depending on the level of indebtedness outstanding at the time. The Group might not be able to access suf cient credit to properly fi nance its activities (such as in the case of particularly poor fi nancial performance) or it might be able to access it only under particularly onerous terms and conditions. As for the Of shore industry, the worsening fi nancial situation resulting in restructuring by many industry players is causing banks to reduce their credit exposure to them, with the risk of consequent repercussions for VARD's ability to access construction loans, needed not only for of shore projects but also for those in new markets.
In the event of having limited access to credit, including because of its fi nancial performance, or in the event of a rise in interest rates or of early repayment of debt, the Group could be forced to delay raising capital or to seek fi nancial resources under more onerous terms and conditions, with negative ef ects on its results of operations and fi nancial condition.
To ensure access to adequate types of fi nance in terms of amount and conditions, the Group constantly monitors the results of its operations and fi nancial condition and its current and future capital and fi nancial structure as well as any circumstances that could adversely af ect them. In particular, to mitigate liquidity risk and maintain a suf cient level of fi nancial fl exibility, the Group diversifi es its sources of funding in terms of duration, counterparty and technical form. Moreover, the Company can negotiate derivative contracts, usually in the form of interest rate swaps, in order to contain the impact of fl uctuations of interest rates on the Group's medium/long-term profi tability.
Fincantieri's management reviews the performance of the Group and its business segments also using certain measures not envisaged by IFRS. In particular, EBITDA is used as the main earnings indicator, as it enables the Group's underlying profi tability to be assessed without the impact of volatility associated with non-recurring items or extraordinary items outside the ordinary course of business. As required by Consob Communication no. 0092543 of 3 December 2015 which implements the ESMA Guidelines on Alternative Performance Measures (document no. ESMA/2015/1415), the components of each of these measures are described below:
• EBITDA: this is equal to earnings before taxes, before fi nance income and costs, before income and expenses from investments and before depreciation, amortization and impairment, as reported in the fi nancial statements, adjusted to
exclude the following items:
costs relating to reorganization plans and non-recurring other personnel costs;
provisions for costs and legal expenses associated with lawsuits brought by employees for asbestos-related damages; - other expenses or income outside the ordinary course of business due to particularly signifi cant non-recurring events.

Investments and Other non-current assets (including the fair value of derivatives classifi ed in non-current Financial assets and non-current Financial liabilities) net of Employee benefi ts.
• Net working capital: this is equal to capital employed in ordinary operations which includes Inventories and advances, Construction contracts and client advances, Construction loans, Trade receivables, Trade payables, Provisions for risks and charges, and Other current assets and liabilities (including Income tax assets, Income tax liabilities, Deferred tax assets and Deferred tax liabilities, as well as the fair value of derivatives classifi ed in current Financial assets and current Financial liabilities).

• ROE (Return on equity) is calculated as the ratio between Profi t/(loss) for the period (calculated on a 12-month basis for 1 July - 30 June) and the arithmetic mean of Total Equity at the beginning and end of the reporting period.
• Total debt/Total equity: this is calculated as the ratio between Total debt and Total equity.
• Net fi nancial position/EBITDA: this is calculated as the ratio between the Net fi nancial position, as monitored by the Group, and EBITDA (on 12-month basis, 1 July - 30 June).
• Net fi nancial position/Total equity: this is calculated as the ratio between the Net fi nancial position, as monitored by the Group, and Total equity.
• Provisions: these refer to increases in the Provisions for risks and charges, and impairment of Trade receivables and Other non-current and current assets.
| 30.06.2019 | 30.06.2018 | ||||
|---|---|---|---|---|---|
| Amounts in IFRS statement |
Amounts in reclassified statement |
Amounts in IFRS statement |
Amounts in reclassified statement |
||
| A – Revenue | 2,837 | 2,527 | |||
| Operating revenue | 2,804 | 2,473 | |||
| Other revenue and income | 33 | 54 | |||
| B - Materials, services and other costs | (2,100) | (1,855) | |||
| Materials, services and other costs | (2,108) | (1,857) | |||
| Recl. to I - Extraordinary and non-recurring income | |||||
| and expenses | 8 | 2 | |||
| C - Personnel costs | (508) | (482) | |||
| Personnel costs | (511) | (485) | |||
| Recl. to I - Extraordinary and non-recurring income | |||||
| and expenses | 3 | 3 | |||
| D - Provisions | (14) | (7) | |||
| Provisions | (30) | (38) | |||
| Recl. to I - Extraordinary and non-recurring income | |||||
| and expenses | 16 | 31 | |||
| E – Depreciation, amortization and impairment | (78) | (65) | |||
| Depreciation, amortization and impairment | (78) | (65) | |||
| F – Finance income/(costs) | (60) | (52) | |||
| Finance income/(costs) | (60) | (52) | |||
| G - Income/(expense) from investments | (3) | 1 | |||
| Income/(expense) from investments | (3) | 5 | |||
| Recl. to I - Extraordinary and non-recurring income | |||||
| and expenses | - | (4) | |||
| H - Income taxes | (40) | (28) | |||
| Income taxes | (35) | (20) | |||
| Recl. to L - Tax ef ect of extraordinary and non | |||||
| recurring income and expenses | (5) | (8) | |||
| I - Extraordinary and non-recurring income and | |||||
| expenses | (27) | (32) | |||
| Recl. from B - Materials, services and other costs | (8) | (2) | |||
| Recl. from C - Personnel costs | (3) | (3) | |||
| Recl. from D - Provisions | (16) | (31) | |||
| Recl. from G - Income/(expense) from investments | - | 4 | |||
| L- Tax ef ect of extraordinary and non-recurring | |||||
| income and expenses | 5 | 8 | |||
| Recl. from H – Income taxes | 5 | 8 | |||
| Profi t/(loss) for the period | 12 | 15 |
(euro/million)
| 30.06.2019 | 31.12.2018 | |||
|---|---|---|---|---|
| Amounts in IFRS statement |
Amounts in reclassified statement |
Amounts in IFRS statement |
Amounts in reclassified statement |
|
| A – Intangible assets | 621 | 618 | ||
| Intangible assets | 621 | 618 | ||
| B – Rights of use | 85 | - | ||
| Rights of use | 85 | - | ||
| C – Property, plant and equipment | 1,152 | 1,074 | ||
| Property, plant and equipment | 1,152 | 1,074 | ||
| D – Investments | 74 | 60 | ||
| Investments | 74 | 60 | ||
| E – Other non-current assets and liabilities | (14) | 8 | ||
| Derivative assets | 1 | 30 | ||
| Other non-current assets | 30 | 31 | ||
| Other liabilities | (30) | (32) | ||
| Derivative liabilities | (15) | (21) | ||
| F – Employee benefi ts | (59) | (57) | ||
| Employee benefi ts | (59) | (57) | ||
| G – Inventories and advances | 807 | 881 | ||
| Inventories and advances | 807 | 881 | ||
| H – Construction contracts and client advances | 969 | 936 | ||
| Construction contracts - assets | 2,301 | 2,531 | ||
| Construction contracts - liabilities and client advances | (1,332) | (1,595) | ||
| I - Construction loans | (492) | (632) | ||
| Construction loans | (492) | (632) | ||
| L - Trade receivables | 647 | 749 | ||
| Trade receivables and other current assets | 979 | 1,062 | ||
| Recl. to O) Other assets | (332) | (313) | ||
| M - Trade payables | (1,824) | (1,849) | ||
| Trade payables and other current liabilities | (2,150) | (2,116) | ||
| Recl. to O) Other liabilities | 326 | 267 | ||
| N - Provisions for risks and charges | (80) | (135) | ||
| Provisions for risks and charges | (80) | (135) | ||
| O – Other current assets and liabilities | 76 | 94 | ||
| Deferred tax assets | 139 | 123 | ||
| Income tax assets | 22 | 21 | ||
| Derivative assets | 8 | 23 | ||
| Recl. from L) Other current assets | 332 | 313 | ||
| Deferred tax liabilities | (57) | (58) | ||
| Income tax liabilities | (12) | (4) | ||
| Derivative liabilities and option fair value | (30) | (57) | ||
| Recl. from M) Other current liabilities | (326) | (267) | ||
| NET INVESTED CAPITAL | 1,962 | 1,747 | ||
| P – Equity | 1,238 | 1,253 | ||
| Q – Net fi nancial position | 724 | 494 | ||
| SOURCES OF FUNDING | 1,962 | 1,747 |
| 30.06.2019 | 31.12.2018 | |||
|---|---|---|---|---|
| Amounts in IFRS statement |
Amounts in reclassified statement |
Amounts in IFRS statement |
Amounts in reclassified statement |
|
| A – Intangible assets | 621 | 618 | ||
| Intangible assets | 621 | 618 | ||
| B – Rights of use | 85 | - | ||
| Rights of use | 85 | - | ||
| C – Property, plant and equipment | 1,152 | 1,074 | ||
| Property, plant and equipment | 1,152 | 1,074 | ||
| D – Investments | 74 | 60 | ||
| Investments | 74 | 60 | ||
| E – Other non-current assets and liabilities | (14) | 8 | ||
| Derivative assets | 1 | 30 | ||
| Other non-current assets | 30 | 31 | ||
| Other liabilities | (30) | (32) | ||
| Derivative liabilities | (15) | (21) | ||
| F – Employee benefi ts | (59) | (57) | ||
| Employee benefi ts | (59) | (57) | ||
| G – Inventories and advances | 807 | 881 | ||
| Inventories and advances | 807 | 881 | ||
| H – Construction contracts and client advances | 969 | 936 | ||
| Construction contracts - assets | 2,301 | 2,531 | ||
| Construction contracts - liabilities and client advances | (1,332) | (1,595) | ||
| I - Construction loans | (492) | (632) | ||
| Construction loans | (492) | (632) | ||
| L - Trade receivables | 647 | 749 | ||
| Trade receivables and other current assets | 979 | 1,062 | ||
| Recl. to O) Other assets | (332) | (313) | ||
| M - Trade payables | (1,824) | (1,849) | ||
| Trade payables and other current liabilities | (2,150) | (2,116) | ||
| Recl. to O) Other liabilities | 326 | 267 | ||
| N - Provisions for risks and charges | (80) | (135) | ||
| Provisions for risks and charges | (80) | (135) | ||
| O – Other current assets and liabilities | 76 | 94 | ||
| Deferred tax assets | 139 | 123 | ||
| Income tax assets | 22 | 21 | ||
| Derivative assets | 8 | 23 | ||
| Recl. from L) Other current assets | 332 | 313 | ||
| Deferred tax liabilities | (57) | (58) | ||
| Income tax liabilities | (12) | (4) | ||
| Derivative liabilities and option fair value | (30) | (57) | ||
| Recl. from M) Other current liabilities | (326) | (267) | ||
| NET INVESTED CAPITAL | 1,962 | 1,747 | ||
| P – Equity | 1,238 | 1,253 | ||
| Q – Net fi nancial position | 724 | 494 | ||
| (euro/million) |
|---|


| (euro/000) | (euro/000) | |||||
|---|---|---|---|---|---|---|
| Note | 30.06.2019 | of which related parties - Note 29 |
31.12.2018 | of which related parties - Note 29 |
||
| ASSETS | ||||||
| NON-CURRENT ASSETS | ||||||
| Intangible assets | 5 | 621,207 | 617,668 | |||
| Rights of use | 6 | 85,034 | ||||
| Property, plant and equipment | 7 | 1,152,296 | 1,074,026 | |||
| Investments accounted for using the | ||||||
| equity method | 8 | 54,134 | 55,651 | |||
| Other investments | 8 | 19,582 | 4,556 | |||
| Financial assets | 9 | 73,191 | 17,755 | 97,901 | 13,449 | |
| Other assets | 10 | 31,156 | 790 | 31,811 | 673 | |
| Deferred tax assets | 11 | 139,412 | 123,964 | |||
| Total non-current assets | 2,176,012 | 2,005,577 | ||||
| CURRENT ASSETS | ||||||
| Inventories and advances | 12 | 806,976 | 197,564 | 881,095 | 201,738 | |
| Construction contracts - assets | 13 | 2,300,721 | 2,531,272 | |||
| Trade receivables and other current assets 14 | 981,034 | 197,845 | 1,062,377 | 145,310 | ||
| Income tax assets | 15 | 21,473 | 20,602 | |||
| Financial assets | 16 | 27,674 | 500 | 48,688 | 86 | |
| Cash and cash equivalents | 17 | 683,509 | 676,487 | |||
| Total current assets | 4,821,387 | 5,220,521 | (OCI) | |||
| TOTAL ASSETS | 6,997,399 | 7,226,098 | ||||
| EQUITY AND LIABILITIES | ||||||
| EQUITY | 18 | |||||
| Attributable to owners of the parent | ||||||
| Share Capital | 862,981 | 862,981 | ||||
| Reserves and retained earnings | 352,604 | 364,299 | ||||
| Total Equity attributable to owners of the | ||||||
| parent | 1,215,585 | 1,227,280 | ||||
| Attributable to non-controlling interests | 21,927 | 25,690 | method | |||
| Total Equity | 1,237,512 | 1,252,970 | ||||
| NON-CURRENT LIABILITIES | ||||||
| Provisions for risks and charges Employee benefi ts |
19 20 |
70,860 59,416 |
126,523 56,806 |
|||
| Financial liabilities | 21 | |||||
| 22 | 837,276 | 35,160 | 792,728 | 40,487 | ||
| Other liabilities | 30,576 | 32,137 | ||||
| Deferred tax liabilities | 11 | 56,848 | 58,012 | |||
| Total non-current liabilities | 1,054,976 | 1,066,206 | ||||
| CURRENT LIABILITIES | ||||||
| Provisions for risks and charges | 19 | 8,916 | 8,693 | |||
| Construction contracts - liabilities | 13 | 1,331,596 | 1,594,793 | |||
| Trade payables and other current liabilities | 23 | 2,151,423 | 113,305 | 2,116,290 | 66,642 | |
| Income tax liabilities | 12,152 | 4,300 | ||||
| Financial liabilities | 24 | 1,200,824 | 35,115 | 1,182,846 | 12,324 | |
| Total current liabilities | 4,704,911 | 4,906,922 | ||||
| TOTAL EQUITY AND LIABILITIES | 6,997,399 | 7,226,098 |
| Note | 30.06.2019 of which related parties - Note 29 |
30.06.2018 of which related parties - Note 29 |
|||
|---|---|---|---|---|---|
| Operating revenue | 25 | 2,803,704 | 116,335 | 2,472,610 | 108,295 |
| Other revenue and income | 25 | 33,164 | 9,130 | 54,331 | 614 |
| Materials, services and other costs | 26 | (2,107,774) | (73,825) (1,857,000) | (29,466) | |
| - of which non-recurring | 29 | ||||
| Personnel costs | 26 | (510,953) | (484,356) | ||
| - of which non-recurring | 29 | (707) | |||
| Depreciation, amortization and impairment | 26 | (77,552) | (65,719) | ||
| Provisions | 26 | (30,110) | (37,880) | ||
| Finance income | 27 | 20,284 | 130 | 26,901 | 445 |
| Finance costs | 27 | (80,533) | (1,887) | (78,826) | (2,113) |
| Income/(expense) from investments | |||||
| Share of profi t/(loss) of investments accounted for | (18) | 6,452 | |||
| using the equity method | (2,584) | (1,503) | |||
| Taxes | 28 | (35,600) | (20,016) | ||
| PROFIT / (LOSS) FOR THE PERIOD (A) | 12,028 | 14,994 | |||
| Attributable to owners of the parent | 15,856 | 20,978 | |||
| Attributable to non-controlling interests | (3,828) | (5,984) | |||
| Basic earnings/(loss) per share (euro) | 0.00940 | 0.01243 | |||
| Diluted earnings/(loss) per share (euro) | 0.00932 | 0.01237 | |||
| Other comprehensive income/(losses), net of tax (OCI) |
|||||
| Gains/(losses) from remeasurement of employee | 18 | (2,238) | 535 | ||
| defi ned benefi t plans | 20 | ||||
| Total gains/(losses) that will not be reclassifi ed to | 18 | (2,238) | 535 | ||
| profi t or loss, net of tax | |||||
| - attributable to non-controlling interests Ef ective portion of gains/(losses) on cash fl ow |
|||||
| hedging instruments | 18 | (19,870) | (38,984) | ||
| Gains/(losses) arising from changes in OCI of | |||||
| investments accounted for using the equity method |
18 | ||||
| Gains/(losses) arising from fair value measurement | |||||
| of securities and bonds at fair value through | |||||
| comprehensive income | |||||
| Exchange gains/(losses) arising on translation of | 18 | 9,211 | 15,987 | ||
| foreign subsidiaries' fi nancial statements Total gains/(losses) that may be subsequently |
|||||
| reclassifi ed to profi t or loss, net of tax | 18 | (10,659) | (22,997) | ||
| - attributable to non-controlling interests | 238 | 887 | |||
| Total other comprehensive income/(losses), net | 18 | (12,897) | (22,462) | ||
| of tax (B) | |||||
| - attributable to non-controlling interests | 238 | 887 | |||
| TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD (A) + (B) |
(869) | (7,468) | |||
| Attributable to owners of the parent | 2,721 | (2,371) | |||
| Attributable to non-controlling interests | (3,590) | (5,097) |
| Note | Share Capital | Reserves and retained earnings |
Equity attributable to owners of the parent |
Equity attributable to non-controlling interests |
Total | |
|---|---|---|---|---|---|---|
| 01.01.2018 | - | 862,981 | 353,430 | 1,216,411 | 72,088 | 1,288,499 |
| Business combinations | ||||||
| Share Capital increase | ||||||
| Acquisition of non-controlling interests |
2,047 | 2,047 | (8,955) | (6,908) | ||
| Dividend distribution | (16,874) | (16,874) | (16,874) | |||
| Reserve for long-term incentive plan |
2,068 | 2,068 | 2,068 | |||
| Other changes/roundings | (60) | (60) | 8 | (52) | ||
| Total transactions with owners | - | (12,819) | (12,819) | (8,947) | (21,766) | |
| Profi t/(loss) for the period | 20,978 | 20,978 | (5,984) | 14,994 | ||
| Other components | ||||||
| OCI for the period | (23,349) | (23,349) | 887 | (22,462) | ||
| Total comprehensive income for the period |
- | (2,371) | (2,371) | (5,097) | (7,468) | |
| 30.06.2018 | - | 862,981 | 338,240 | 1,201,221 | 58,044 | 1,259,265 |
| 01.01.2019 | 18 | 862,981 | 364,299 | 1,227,280 | 25,690 | 1,252,970 |
| Business combinations | ||||||
| Share Capital increase | ||||||
| Acquisition of non-controlling interests |
(302) | (302) | (173) | (475) | ||
| Dividend distribution | (16,874) | (16,874) | (16,874) | |||
| Reserve for long-term incentive plan |
2,760 | 2,760 | 2,760 | |||
| Other changes/roundings | ||||||
| Total transactions with owners | (14,416) | (14,416) | (173) | (14,589) | ||
| Net profi t/(loss) for the period | 15,856 | 15,856 | (3,828) | 12,028 | ||
| Other components | ||||||
| OCI for the period | (13,135) | (13,135) | 238 | (12,897) | ||
| Total comprehensive income for the period |
2,721 | 2,721 | (3,590) | (869) | ||
| 30.06.2019 | 18 | 862,981 | 352,604 | 1,215,585 | 21,927 | 1,237,512 |
| (euro/000) | |
|---|---|
| (euro/000) | |||
|---|---|---|---|
| Note | 30.06.2019 | 30.06.2018 | |
| NET CASH FLOWS FROM OPERATING ACTIVITIES | 30 | 130,136 | 262,450 |
| - of which related parties | (1,815) | (5,409) | |
| Investments in: | |||
| - intangible assets | (21,912) | (5,934) | |
| - property, plant and equipment | (80,070) | (38,370) | |
| - equity investments | (15,500) | (7,169) | |
| - receivables and other fi nancial assets | |||
| - cash out for business combinations, net of cash acquired | (246) | (85) | |
| Disposals of: | |||
| - intangible assets | 85 | ||
| - property, plant and equipment | 53 | 334 | |
| - equity investments | 16,600 | ||
| - receivables and other non-current fi nancial assets | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | (117,590) | (34,624) | |
| Change in non-current loans: | |||
| - disbursements | 60,000 | 65,888 | |
| - repayments | (14,279) | (25,382) | |
| Change in non-current fi nancial receivables: | |||
| - disbursements | (15,013) | (5,057) | |
| - repayments | 322 | 205 | |
| Change in current bank loans and credit facilities | |||
| - disbursements | 1,057,208 | 512,561 | |
| - repayments | (1,108,768) | (651,127) | |
| Change in current bonds/commercial papers | |||
| - disbursements | 489,200 | 225,000 | |
| - repayments | (501,000) | ||
| Change in other current fi nancial liabilities/receivables | 24,374 | (2,517) | |
| Change in receivables for held-for-trading fi nancial instruments |
767 | 949 | |
| Change in payables for held-for-trading fi nancial instruments | 2 | ||
| Net capital contributions by non-controlling interests | |||
| Increase in Share Capital | |||
| Acquisition of non-controlling interests in subsidiaries | (474) | (6,908) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | (7,661) | 113,612 | |
| - of which related parties | 12,744 | (22,229) | |
| NET CASH FLOWS FOR THE PERIOD | 4,885 | 341,438 | |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
676,487 | 274,411 | |
| Ef ect of exchange rate changes on cash and cash equivalents | 2,137 | 1,732 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 683,509 | 617,581 |


FINCANTIERI S.p.A. (hereinafter "Fincantieri" or the "Company" or the "Parent Company" and, together with its subsidiaries, the "Group" or the "Fincantieri Group") is a public limited company with its registered of ce in Via Genova no. 1, Trieste (Italy), and is listed on the Mercato Telematico Azionario (Italy's electronic stock market) organized and managed by Borsa Italiana S.p.A.
As at 30 June 2019, 71.64% of the Company's Share Capital of euro 862,980,725.70 was held by Fintecna S.p.A.; the remainder of Share Capital was distributed between a number of private investors (none of whom held signifi cant interests of 3% or above) and own shares (of around 0.28% of shares representing the Parent Company's Share Capital). It should be noted that 100% of the Share Capital of Fintecna S.p.A. is owned by Cassa Depositi e Prestiti S.p.A. (hereinafter also referred to as "CDP"), 82.8% of whose Share Capital is in turn owned by Italy's Ministry of Economy and Finance.
The consolidated fi nancial statements of the Fincantieri Group have been prepared in compliance with IFRS, meaning all the International Financial Reporting Standards, all the International Accounting Standards ("IAS"), and all the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") previously known as the Standing Interpretations Committee ("SIC"), which, as at the reporting date of the consolidated fi nancial statements, have been endorsed by the European Union in accordance with the procedure laid down in Regulation (EC) no. 1606/2002 of the European Parliament and European Council dated 19 July 2002. The condensed consolidated interim fi nancial statements at 30 June 2019 (the "Condensed
for more details. The following table shows the fi nancial assets and liabilities that are
measured at fair value at 30 June 2019 and 31 December 2018:
Consolidated Interim Financial Statements") were approved by the Company's Board of Directors on 24 July 2019.
PricewaterhouseCoopers S.p.A., the fi rm appointed to perform the statutory audit of the separate fi nancial statements of the Parent Company and its main subsidiaries, has performed a limited audit of the Condensed Consolidated Interim Financial Statements.
The Half-Year Financial Report of the Fincantieri Group as at 30 June 2019 has been prepared in accordance with the provisions of art. 154-ter par. 2 of Legislative Decree no. 58/98 (known as the "Consolidated Law on Finance") and subsequent amendments and additions. The Condensed Consolidated Interim Financial Statements have been prepared in accordance with IAS 34 - Interim Financial Reporting. IAS 34 allows the preparation of fi nancial statements in a "condensed" format, in which the minimum level of disclosure is less than that required by the IFRSs, as long as the reporting entity has previously published a complete set of fi nancial statements prepared in accordance with IFRS. Since the contents of the Condensed Consolidated Interim Financial Statements are presented in a condensed format, they must be read in conjunction with the Group's consolidated fi nancial statements for the year ended 31 December 2018, prepared in accordance with IFRS (the "Consolidated Financial Statements"). With regard to the main fi nancial risks to which the Group is exposed - credit risk, liquidity risk and market risk (in particular currency, interest rate and commodity price
risk) - the management of these fi nancial risks is the responsibility of the Parent Company which decides, in close collaboration with its operating units, whether and how to hedge these risks. There have been no signifi cant changes in the major fi nancial risks faced compared with those described in the Consolidated Financial Statements at 31 December 2018, which should be consulted
| 30.06.2019 Level 1 Level 2 Level 3 165 8,143 44 165 8,187 |
31.12.2018 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | ||||
| Assets | ||||||
| Financial assets at fair value through profi t or loss |
||||||
| Equity instruments | 4,125 | 178 | 4,111 | |||
| Debt instruments | ||||||
| Convertible loans | 11,000 | |||||
| Financial assets at fair value through comprehensive income |
||||||
| Equity instruments | 15,292 | 267 | ||||
| Debt instruments | ||||||
| Hedging derivatives | 52,147 | |||||
| Held-for-trading derivatives | 811 | |||||
| Total assets | 30,417 | 178 | 52,958 | 4,378 | ||
| Liabilities | ||||||
| Financial liabilities at fair value through profi t or loss |
19,508 | 19,389 | ||||
| Hedging derivatives | 26,062 | 59,264 | ||||
| Held-for-trading derivatives | 32 | 30 | ||||
| Total liabilities | 26,094 | 19,508 | 59,294 | 19,389 |
Financial assets and liabilities measured at fair value are classifi ed in the three hierarchical levels given above, in order of the priority attributed to the inputs used to determine fair value.
In particular:
• Level 1: fi nancial assets and fi nancial liabilities whose fair value is determined using quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2: fi nancial assets and fi nancial liabilities whose fair value is determined using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (primarily: market exchange rates at the reporting date, expected rate dif erentials between the currencies concerned and volatility of the relevant markets, interest rates and commodity prices);
• Level 3: fi nancial assets and fi nancial
liabilities whose fair value is determined using inputs not based on observable market data. Financial assets at fair value through comprehensive income classifi ed as Level 3 relate to equity investments carried at fair value. Level 3 also includes the fi nancial liabilities relating to the fair value of options on equity investments calculated using valuation techniques whose inputs are not observable on the market. During the fi rst half of 2019, the following were classifi ed as level 3 fi nancial assets at fair value: i) the new investment in Genova Industrie Navali (see note 8), ii) the new convertible loan granted to T. Mariotti S.p.A. (see note 9). The remaining movements in fi nancial assets and liabilities classifi ed as Level 3 are basically due to exchange rate dif erences.
The Group presents its statement of fi nancial position using a "non-current/ current" distinction, its statement of comprehensive income using a classifi cation based on the nature of expenses, and its statement of cash fl ows using the indirect method. It is also noted that the Group has applied the provisions of Consob Resolution no. 15519 of 27 July 2006 concerning fi nancial statement formats.
As previously stated, the scope and basis of consolidation adopted for the preparation of the Condensed Consolidated Interim Financial Statements are in line with those used to prepare the Consolidated Financial Statements, except as reported in Note 3.
The following transactions were performed during the fi rst half of 2019:
• On 1 January 2019, the deed of reverse merger by incorporation of Delfi S.r.l. into the subsidiary Issel Nord S.r.l. took ef ect, whereby all the shares making up the capital of Delfi S.r.l. were cancelled, while those of Issel Nord S.r.l. were assigned to Fincantieri S.p.A.;
• On 8 January 2019 the company SIA ICD Industries Latvia, 100% owned by the company Seaonics AS, was liquidated;
• On 19 February 2019, the Parent Company and the subsidiary Fincantieri SI S.p.A. incorporated the company BOP6 S.c.a.r.l., in which they hold 5% and 95% of the Share Capital respectively. The NewCo, based in Trieste, will install transformers, converters, power factor correction units and harmonic fi lters at the ITER site in Saint-Paul Lez Durance
(France); • On 11 March 2019 the company Vard Ship Repair Braila SA, 100% owned by the company Vard Braila SA, was liquidated;
• On 19 March 2019, the Parent Company became a shareholder of Genova Industrie Navali S.c.p.a. with a 15% interest;
NOTE 2 - SCOPE AND BASIS OF CONSOLIDATION • On 19 March 2019 the subsidiary Marine Interiors S.p.A. acquired the entire shareholding of Luxury Interiors Factory S.r.l.;
• In the fi rst half of 2019, Fincantieri increased its shareholding in the VARD Group, through the subsidiary Fincantieri Oil & Gas, from 97.22% at 31 December 2018 to 97.44% at 30 June 2019.
On 4 July 2019, FINCANTIERI S.p.A. completed the acquisition of a 60% stake in the INSIS Group, a solution provider in the fi eld of physically and logically integrated security, operating in domestic and foreign markets both directly and as a technology partner of large industrial groups. The purchase price of the investment is euro 23 million. The agreement also provides that Fincantieri may exercise a call option on the remaining 40%, and the minority third party shareholder may exercise a put option on the same share. No signifi cant transactions or unusual events
have taken place during the fi rst half of 2019 or during 2018, except as reported in the Condensed Consolidated Interim Financial Statements as at 30 June 2019. It is also noted that the Group's business is not subject to seasonal trends.
The exchange rates used to translate the fi nancial statements of Group companies with a "functional currency" other than the Euro are as follows:
| 30.06.2019 | 31.12.2018 | 30.06.2018 | |||||
|---|---|---|---|---|---|---|---|
| Average rate | Closing rate | Average rate | Closing rate | Average rate | Closing rate | ||
| US Dollar (USD) | 1.1298 | 1.1380 | 1.1810 | 1.1450 | 1.2104 | 1.1658 | |
| Australian Dollar (AUD) | 1.6003 | 1.6244 | 1.5797 | 1.6220 | 1.5688 | 1.5787 | |
| UAE Dirham (AED) | 4.1491 | 4.1793 | 4.3371 | 4.2050 | 4.4450 | 4.2814 | |
| Brazilian Real (BRL) | 4.3417 | 4.3511 | 4.3085 | 4.4440 | 4.1415 | 4.4876 | |
| Norwegian Krone (NOK) | 9.7304 | 9.6938 | 9.5975 | 9.9483 | 9.5929 | 9.5115 | |
| Indian Rupee (INR) | 79.124 | 78.524 | 80.7332 | 79.7298 | 79.4903 | 79.8130 | |
| Romanian Leu (RON) | 4.7418 | 4.7343 | 4.6540 | 4.6635 | 4.6543 | 4.6631 | |
| Chinese Yuan (CNY) | 7.6678 | 7.8185 | 7.8081 | 7.8751 | 7.7086 | 7.7170 | |
| Swedish Krona (SEK) | 10.5181 | 10.5633 | 10.2583 | 10.2548 | 10.1508 | 10.4530 | |

It should be noted that the recording and measurement criteria adopted in preparing the Half-Year Financial Report at 30 June 2019 are the same as those adopted in preparing the Consolidated Financial Statements at 31 December 2018, to which reference is made, except for those listed under the accounting standards, amendments and interpretations applicable with ef ect from 1 January 2019, since they have become compulsory following completion of the relevant endorsement procedures by the competent authorities. The list excludes those accounting standards, amendments and interpretations concerning matters not applicable to the Group.
With ef ect from 1 January 2019, the new accounting standard IFRS 16 "Leases" came into force, which defi nes a standard form for recognising leasing contracts, eliminating the distinction between operating and fi nancial leases, and providing for the recognition of an asset for the right to use the good and a liability for the lease.
For fi rst-time application, for the purposes of displaying the impact in the fi nancial statements from the fi rst adoption of IFRS 16, the Group has decided to use the option provided for by IFRS 16, paragraph C5, subsection b) and paragraph C8, on the basis of which the Group recognised at 1 January 2019 a fi nancial liability (euro 88 million) corresponding to the actual value of outstanding payments due for leases in place on the date of fi rst application, discounted using the marginal lending rate on the date of initial application, against a fi xed asset of the same amount refl ecting the right to use the leased goods, without restating the values for the previous fi nancial years presented for comparison. The weighted average marginal lending rate used to determine the fi nancial liability at 1 January 2019 was 3.1%. In addition,
for fi rst-time application, the Group has used the option not to make any adjustments for operating leases which have underlying assets of a low value and for operating leases with a term ending within 12 months of the date of initial application, for which the payments due will continue to be recognised, as previously done, under operating charges. In summary, accounting for leasing contracts pursuant to IFRS 16 requires:
• in the balance sheet, the recognition of an asset, representing the right of use of the good (right of use asset), and a liability (lease liability), representing the obligation to make payments under the contract; as permitted by the principle, the right of use asset and the lease liability are recorded in separate items with respect to the other components of the balance sheet;
• in the income statement, under operating costs, the recognition of amortisation of right of use assets and, in the fi nancial section, the recognition of interest payable accrued on the lease liability, if not capitalised, instead of operating lease instalments recorded under operating costs in accordance with the provisions of the accounting standard in force up to the 2018 fi nancial year. The income statement also includes: (i) instalments relating to short-term leases of modest value, as allowed by IFRS 16 in a simplifi ed manner; and (ii) variable lease instalments, not included in the determination of the liability lease (e.g. instalments based on the use of the leased asset);
• in the statement of cash fl ows, the recognition of the repayments of the principal portion of the lease liability under net cash fl ow from fi nancing activities. Interest payable is recognised under net cash fl ow from operating activities, where it is recognised in the profi t and loss account.
The following table shows the reconciliation between the commitments for operating leases reported in the 2018 fi nancial statements and the value of the fi nancial liability and related rights of use recorded at the time of the fi rst application of IFRS 16:
| 01.01.2019 | |
|---|---|
| Commitments for operating leases IAS 17 not discounted to 31 December 2018 (+) | 81,188 |
| Exceptions to IFRS 16 recognition (-) | (8,698) |
| - For short-term leases (-) | (8,436) |
| - For leases of moderate value (-) | (261) |
| Other changes: | 34,914 |
| - adjustments due to dif erent consideration of options for early renewal or termination of contracts | 34,914 |
| Financial liabilities for IFRS 16 non-discounted leases at 1 January 2019 | 107,404 |
| Discount ef ect on operating leases (-) | (19,083) |
| Financial liabilities for IFRS 16 discounted operating leases at 1 January 2019 | 88,322 |
| Financial liabilities for fi nancial leases pursuant to IAS 17 at 01/01/2019 (+) | 210 |
| Total IFRS 16 fi nancial liabilities at 1 January 2019 | 88,531 |
| New Rights of Use recognised for transition purposes IFRS 16 (+) | |
| Assets for operational use: | 88,322 |
| a) buildings | 62,028 |
| b) state concessions | 21,603 |
| c) vehicles and passenger cars | 4,146 |
| c) other | 545 |
| Assets under fi nancial lease as per IAS 17 at 01/01/2019 (+) | 210 |
| Financial liabilities for IFRS 16 discounted operating leases at 1 January 2019 | 88,531 |
| Equity (Retained earnings) at 1 January 2019 | - |
On 12 December 2017, the IASB issued the "Annual Improvements to IFRSs: 2015-2017 Cycle" as part of the program of annual improvements to the standards; most of the changes are clarifi cations or corrections of existing IFRSs or amendments as a consequence of previous changes to IFRSs. On 7 February 2018, the IASB published amendments to IAS 19 – Plan Amendment, Curtailment or Settlement, specifying the methods for determining, in the case of a defi ned benefi t plan, the costs relating to pensions for the remainder of the reporting period.
On 7 June 2017, the IASB issued interpretation IFRIC 23 – Uncertainty over Income Tax Treatments, which provides indications on how to refl ect the ef ects of uncertainties in tax treatment in the accounts.
On 12 October 2017, the IASB published amendments to IFRS 9 – Prepayment Features with Negative Compensation, aimed at enabling measurement at amortised cost or at fair value through other comprehensive income (OCI) of fi nancial assets with an early repayment option with negative compensation.
On 12 June 2017, the IASB published amendments to IAS 28 – Long-term Interests in Associates and Joint Ventures, to clarify that IFRS 9 applies to long-term interests in an associate company or joint venture that form part of the net investment in the associate company or joint venture. The application of these standards, amendments and interpretations had no signifi cant ef ect on the consolidated interim
fi nancial statements as at 30 June 2019.
| Goodwill | Client relationships and order backlog |
Development costs |
Industrial patents and intellectual property rights |
Concessions, licenses, trademarks and similar rights |
Other intangibles |
Intangibles in progress and advances |
Total | |
|---|---|---|---|---|---|---|---|---|
| - cost | 254,830 | 188,420 | 179,898 | 123,349 | 24,938 | 63,048 | 55,259 889,742 | |
| - accumulated amortization and impairment losses |
(80,469) (70,471) (98,339) | (7,354) (15,441) | (272,074) | |||||
| Net carrying amount at 01.01.2019 |
254,830 | 107,951 109,427 | 25,010 | 17,584 | 47,607 | 55,259 | 617,668 | |
| Movements | ||||||||
| - business combinations | ||||||||
| - additions | 394 | 1,424 | 3 | 136 | 20,349 | 22,306 | ||
| - net disposals | (48) | (48) | ||||||
| - reclassifi cations/other | (1) | 636 | 674 | 1 | (1,347) | (37) | ||
| - amortization | (4,133) | (14,115) | (3,164) | (873) (4,058) | (26,343) | |||
| - impairment losses | (394) | (367) | (761) | |||||
| - exchange rate dif erences |
5,308 | 2,541 | 229 | 116 | 107 | 112 | 9 | 8,422 |
| Closing net carrying amount |
260,138 106,358 96,598 | 22,598 | 17,495 43,750 | 74,270 621,207 | ||||
| - cost | 260,532 192,735 181,622 | 124,017 | 25,836 | 63,210 | 74,270 922,222 | |||
| - accumulated amortization and impairment losses |
(394) (86,377) (85,024) (101,419) | (8,341) (19,460) | (301,015) | |||||
| Net carrying amount at 30.06.2019 |
260,138 106,358 | 96,598 | 22,598 | 17,495 43,750 | 74,270 621,207 |

(euro/000)
A full description of the use of accounting estimates can be found in the Consolidated Financial Statements at 31 December 2018. Certain valuation processes, particularly the more complex ones, such as the determination of any impairment of noncurrent assets, are generally carried out in full only at the time of preparing the annual
fi nancial statements when all the necessary information is available, unless there are indicators of impairment that require the immediate assessment of any impairment losses.
Movements in this line item are as follows:
Following impairment indicators for the VARD Of shore and Specialized Vessels and VARD Cruise CGUs, in line with the provisions of international accounting standard IAS 36, the recoverability of the value of goodwill allocated to the two CGUs was verifi ed.
| Goodwill value 69,896 132,673 57,569 |
CGU FMG Group VARD Of shore and Specialized Vessels VARD Cruise |
TOTAL | 260,138 |
|---|---|---|---|
| June 2019 and was allocated as follows: | Goodwill totals euro 260,138 thousand at 30 |
For the purposes of impairment testing, the company used cash fl ow projections
Movements in this line item are as follows:
For the value of non-current and current fi nancial liabilities pursuant to IFRS 16, reference should be made to notes 21 and 24.
(euro/000)
| Buildings ROU |
State concessions ROU |
Transport and lifting vehicles ROU |
Passenger cars ROU |
Computer equipment ROU |
Other ROU |
Total | |
|---|---|---|---|---|---|---|---|
| Initial book value as at 01.01.2019 |
62,237 | 21,603 | 1,342 | 2,804 | 483 | 62 | 88,531 |
| Movements | |||||||
| - business combinations | |||||||
| - increases | 6,555 | 1,251 | 997 | 29 | 5 | 8,837 | |
| - decreases | (241) | (1,258) | (1,499) | ||||
| - reclassifi cations/other | (1,397) | (1,397) | |||||
| - amortization | (5,951) | (692) | (228) | (666) | (101) | (10) | (7,648) |
| - impairment losses | |||||||
| - exchange rate dif erences |
(1,803) | 11 | 1 | 1 | (1,790) | ||
| Closing net carrying amount |
59,400 | 20,915 | 1,114 | 3,136 | 412 | 57 | 85,034 |
| - cost | 65,353 | 21,607 | 1,342 | 3,785 | 513 | 66 | 92,666 |
| - accumulated amortization and impairment losses |
(5,953) | (692) | (228) | (649) | (101) | (9) | (7,632) |
| Net carrying amount at 30.06.2019 |
59,400 | 20,915 | 1,114 | 3,136 | 412 | 57 | 85,034 |
based on the best available information inferred from the Strategic Plan 2018-2022 updated at the moment of estimation. The following table specifi es for each of the two CGUs the method used to determine recoverable amount and the
The impairment test has shown that the CGU's recoverable amount exceeds its carrying amount, meaning that no impairment loss needs to be recognised. The results obtained have been subjected to sensitivity analysis for those assumptions, changes in which might reasonably cause the test results to change materially. This has shown that if WACC were to increase by 100 basis points or if growth rates (g rate), used in the terminal value calculation, were to decrease by 100 basis points, recoverable amounts would still be higher than carrying amounts.
The impairment test has shown that the CGU's recoverable amount exceeds its carrying amount, meaning that no impairment loss needs to be recognised. The results obtained have been subjected to sensitivity analysis for those assumptions, changes in which might reasonably cause the test results to change materially. This has shown that if WACC were to increase by 100 basis points or if growth rates (g rate), used in the terminal
value calculation, were to decrease by 100 basis points, recoverable amounts would still be signifi cantly higher than carrying amounts.
The item "Concessions, licenses, trademarks and similar rights" includes euro 16,257 thousand for trademarks with indefi nite useful lives, refl ecting the expectation for their use.
Capital expenditure in the fi rst half of 2019 has resulted in additions of euro 21,912 thousand (euro 5,934 thousand at 30 June 2018), mainly related to:
• the continued implementation of an integrated system for the design of ships (CAD) and project lifecycle management (PLM), aimed at improving the ef ciency and ef ectiveness of the engineering process, and the development of IT systems to support the Group's increased activity and optimise management of the processes;
• the development of information systems to support the Group's growing activities and optimise process management, with particular reference to the upgrading of management systems and the exporting of these systems to the main subsidiaries of the Group.
discount and growth rates used adopted for this calculation. For further details on the method used by the Group to estimate the recoverable amount of goodwill, reference should be made to the 2018 Annual Report.
| CGU | RECOVERABLE AMOUNT | POST TAX WACC | G RATE | CASH FLOW PERIOD |
|---|---|---|---|---|
| VARD Of shore and Specialized Vessels |
Value in use | 5.7% | 1.8% | 3.5 years |
| VARD Cruise | Value in use | 5.6% | 1.8% | 3.5 years |

| (euro/000) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Land and buildings |
Leased buildings |
Industrial plant, machinery and equipment |
Assets under concession |
Leasehold improvements |
Other assets |
Assets under construction and supplier advances |
Total | |
| - cost | 646,233 | 3,624 1,297,782 | 193,649 | 29,774 202,782 | 149,489 2,523,333 | |||
| - accumulated depreciation and impairment losses |
(241,745) | (3,404) (920,529) (135,300) | (24,074) (124,255) | (1,449,307) | ||||
| Net carrying amount at 01.01.2019 |
404,488 | 220 | 377,253 | 58,349 | 5,700 | 78,527 | 149,489 1,074,026 | |
| Movements | ||||||||
| - business combinations | 15 | 15 | ||||||
| - additions | 709 | 7,631 | 91 | 11 | 273 | 71,355 | 80,070 | |
| - net disposals | 1 | (472) | (100) | (9) | (580) | |||
| - reclassifi cations/other | 5,315 | (223) | 10,280 | 28 | 81 | 1,189 | 21,195 | 37,865 |
| - depreciation | (8,926) | (26,926) | (2,259) | (461) (4,203) | (42,775) | |||
| - impairment losses | (25) | (25) | ||||||
| - exchange rate dif erences |
1,729 | 3 | 1,634 | 63 | 271 | 3,700 | ||
| Closing net carrying amount |
403,291 | - | 369,415 | 56,209 | 5,331 | 75,749 | 242,301 1,152,296 | |
| - cost | 655,171 | 1,317,603 | 193,768 | 29,867 204,491 | 242,301 2,643,201 | |||
| - accumulated depreciation and impairment losses |
(251,880) | (948,188) (137,559) | (24,536) (128,742) | (1,490,905) | ||||
| Net carrying amount at 30.06.2019 |
403,291 | - | 369,415 | 56,209 | 5,331 | 75,749 | 242,301 1,152,296 |
Movements in this line item are as follows:
Capital expenditure in the fi rst half of 2019 totalled euro 80,070 thousand, mainly related to:
• updating of the working areas at some shipyards, in particular Monfalcone, Marghera and Sestri, to the new production scenarios and upgrading and improvement of the safety standards of machinery, equipment and buildings;
• upgrading of the operating areas and infrastructure of the new Fincantieri Infrastructure plant in Valeggio sul Mincio following the award of major contracts for steel structures;
• continuation of activities to introduce new technologies in particular at the Monfalcone shipyard with regard to the Integrated Environmental Authorization;
• maintenance of infrastructure and upgrading of production systems in the US shipyards;
• continuation of activities to expand production capacity at the Vard Tulcea shipyard to support the construction of hulls and the multi-year program to build prefi tted cruise ship blocks and sections for the Fincantieri production network.
Euro 37 million of the reclassifi cation item refers to the reclassifi cation of two vessels (PSV), which at December 31, 2018 were classifi ed as contract work in progress, following the management's decision to manage these vessels on its own. It should be noted that, before proceeding with this reclassifi cation, the book value of these vessels carried an impairment loss of Euro 12.8 million.
| Associates | Joint ventures |
Total investments accounted for using the equity method |
Other companies carried at fair value through comprehensive income |
Other companies carried at fair value through profit or loss |
Total other investments |
Total | |
|---|---|---|---|---|---|---|---|
| 01.01.2019 | 35,423 | 20,228 | 55,651 | 267 | 4,289 | 4,556 | 60,207 |
| Business combinations | |||||||
| Investments | 475 | 475 | 15,025 | 15,025 | 15,500 | ||
| Revaluations/(Impairment losses) through profi t or loss |
(4,474) | 1,890 | (2,584) | (18) | (18) | (2,602) | |
| Revaluations/(Impairment losses) through equity |
|||||||
| Disposals | |||||||
| Dividends from investments accounted for using the equity method |
|||||||
| Reclassifi cations/Other | |||||||
| Exchange rate dif erences | 592 | 592 | 19 | 19 | 611 | ||
| 30.06.2019 | 31,541 | 22,593 | 54,134 | 15,292 | 4,290 | 19,582 | 73,716 |
These are analyzed as follows:
profi t or loss and through equity relating to companies accounted for using the equity method include the Group's share of the net result and of the associates' and joint ventures' equity changes during the period. "Other investments" include investments carried at fair value, calculated either on the basis of the related prices if quoted in active markets (Level 1), or using valuation techniques whose inputs are not observable on the market (Level 3). The item entailed the recognition of net impairment losses through profi t or loss for euro 18 thousand, following the negative change of the related fair value during the period.
Investments made in the fi rst half of 2019 totalled euro 15,500 thousand and mainly concerned, for euro 15,000 thousand, the purchase of a 15% stake in Genova Industrie Navali - a holding company set up in 2008 by the merger of two historic Genoese shipyards, T. Mariotti and San Giorgio del Porto - as part of a cooperation agreement that will cover various areas, from new constructions, to repairs and conversions, up to the fi tting out of ships. This agreement also provides for the granting of a loan convertible into a minority stake in T. Mariotti. Revaluations/(Impairment losses) through
(euro/000)
These are analyzed as follows:
"Other non-current fi nancial receivables" report loans to third parties bearing market rates of interest. At June 30, 2019, this item included a convertible loan of euro 11 million granted to T. Mariotti S.p.A., valued at fair value through profi t or loss (FVTPL), as part of a cooperation agreement signed
| NON-CURRENT FINANCIAL ASSETS | 73,191 | 97,901 |
|---|---|---|
| Non-current fi nancial receivables from investee companies | 9,355 | 5,049 |
| Other non-current fi nancial receivables | 53,823 | 49,684 |
| Derivative assets | 836 | 30,006 |
| Grants fi nanced by BIIS | 777 | 4,762 |
| Receivables for loans to joint ventures | 8,400 | 8,400 |
| 30.06.2019 | 31.12.2018 | |
| (euro/000) |

by FINCANTIERI with the Genova Industrie Navali group in March 2019. "Derivative assets" represent the reportingdate fair value of derivatives with a maturity of more than 12 months (Level 2).
Other non-current assets are analyzed as follows:
| OTHER NON-CURRENT ASSETS | 31,156 | 31,811 |
|---|---|---|
| Other receivables | 17,956 | 8,304 |
| Firm commitments | 7,317 | 18,427 |
| Government grants receivable | 5,093 | 4,407 |
| Other receivables from investee companies | 790 | 673 |
| 30.06.2019 | 31.12.2018 | |
| (euro/000) |
Other non-current assets are all stated net of the related provision for impairment. The following table presents the amount of and movements in the provision for impairment of other non-current receivables:
| 30.06.2019 | 8,188 |
|---|---|
| First adoption IFRS | |
| Increases/(Releases) | |
| Utilizations | |
| 01.01.2019 | 8,188 |
| Provision for impairment of other receivables |
|
| (euro/000) |
These are analyzed as follows:

| (euro/000) | |||
|---|---|---|---|
| 30.06.2019 | 31.12.2018 | ||
| Raw materials and consumables | 274,009 | 280,105 | |
| Work in progress and semi-fi nished goods | 27,028 | 120,044 | |
| Finished products | 31,744 | 31,786 | |
| Merchandise | |||
| Total inventories | 332,781 | 431,935 | |
| Advances to suppliers | 474,195 | 449,160 | |
| TOTAL INVENTORIES AND ADVANCES | 806,976 | 881,095 | |
| Inventories and advances are stated net of relevant provisions for impairment. The following table presents the amount |
of and movements in such provisions for impairment: |
| Provision for impairment - raw materials |
Provision for impairment - work in progress and semi-finished goods |
Provision for impairment - finished products |
|
|---|---|---|---|
| 01.01.2019 | 13,000 | 16,445 | 3,060 |
| Increases | 609 | ||
| Utilizations | (644) | (16,813) | |
| Releases | (648) | ||
| Exchange rate dif erences | 3 | 369 | 10 |
| 30.06.2019 | 12,320 | - | 3,070 |
(euro/000)
led to a reduction in inventories of work in progress and semi-fi nished products.
The provision for impairment for work in progress and semi-fi nished goods was used during the year following the sale by the subsidiary Vard of an of shore unit partially
Movements in deferred tax assets are analyzed as follows:
recognized on euro 132 million (euro 102 million at 31 December 2018) in carryforward losses of subsidiaries which are thought unlikely to be recovered against future taxable income. Movements in deferred tax liabilities are analyzed as follows:
Deferred tax assets relate to the items for which the tax is likely to be recovered against forecast future taxable income of Group companies. The above deferred tax assets include euro 23.7 million which can in part be of set against the deferred tax liabilities shown below.
No deferred tax assets have been
| (euro/000) | |
|---|---|
| Total | |
| 01.01.2019 | 123,964 |
| Business combinations | |
| Through profi t or loss | 6,447 |
| Impairment losses | |
| Through other comprehensive income | 8,444 |
| Other movements | (7) |
| Exchange rate dif erences | 564 |
| 30.06.2019 | 139,412 |
| (euro/000) | |
|---|---|
| Total | |
| 01.01.2019 | 58,012 |
| Business combinations | |
| Through profi t or loss | (2,181) |
| Impairment losses | |
| Through other comprehensive income | |
| Other movements | (3) |
| Exchange rate dif erences | 1,020 |
| 30.06.2019 | 56,848 |
Construction contracts - net assets" are analyzed as follows:
"Construction contracts – net liabilities" are analyzed as follows:
| (euro/000) | ||||||
|---|---|---|---|---|---|---|
| 30.06.2019 | 31.12.2018 | |||||
| Construction contracts - gross |
Invoices issued and provision for future losses |
Construction contracts - net assets |
Construction contracts - gross |
Invoices issued and provision for future losses |
Construction contracts - net assets |
|
| Shipbuilding contracts |
9,185,253 | (6,901,194) | 2,284,059 | 8,134,360 | (5,610,562) | 2,523,798 |
| Other contracts for third parties |
53,460 | (36,798) | 16,662 | 48,102 | (40,628) | 7,474 |
| Total | 9,238,713 | (6,937,992) | 2,300,721 | 8,182,462 | (5,651,190) | 2,531,272 |
| Total | 2,278,352 | 3,609,948 | 1,331,596 | 2,505,411 | 4,100,204 | 1,594,793 |
|---|---|---|---|---|---|---|
| Advances from Customers |
41,920 | 41,920 | 37,283 | 37,283 | ||
| Other contracts for third parties |
10,055 | 14,195 | 4,140 | |||
| Shipbuilding contracts |
2,268,297 | 3,553,833 | 1,285,536 | 2,505,411 | 4,062,921 | 1,557,510 |
| Construction contracts - gross |
Invoices issued and provision for future losses |
Construction contracts - net liabilities |
Construction contracts - gross |
Invoices issued and provision for future losses |
Construction contracts - net liabilities |
|
| 30.06.2019 | 31.12.2018 | |||||
| (euro/000) |
The decrease of euro 102,514 thousand in "Trade receivables" is mainly due to receipt of the fi nal instalment for a cruise vessel delivered in the fi rst half of 2019 and invoiced at 31 December 2018. The balance of euro 254,310 thousand in "Other receivables" mainly refers to receivables for shipowner allowances, receivables for contributions to research and construction, receivables for insurance
The above receivables are shown net of provisions for the impairment of receivables. These provisions relate to receivables that are no longer considered fully recoverable, including those involving legal action and judicial and out-of-court proceedings in cases of debtor default. A provision for interest charged on past due trade receivables has been recognized in a "Provision for past due interest". The amount of and movements in the overall provisions for impairment of receivables are as follows:
| (euro/000) | ||
|---|---|---|
| 30.06.2019 | 31.12.2018 | |
| Trade receivables | 646,873 | 749,387 |
| Receivables from controlling companies (tax consolidation) | 3,212 | 2,926 |
| Government grants receivable | 4,108 | 4,414 |
| Other receivables | 254,310 | 208,152 |
| Indirect tax receivables | 24,111 | 43,033 |
| Firm commitments | 789 | 5,217 |
| Accrued income | 44,937 | 49,053 |
| Prepayments | 2,694 | 195 |
| TOTAL TRADE RECEIVABLES AND OTHER CURRENT ASSETS | 981,034 | 1,062,377 |
| Provision for impairment of trade receivables |
Provision for past due interest |
Provision for impairment of other receivables |
Total |
|---|---|---|---|
| 33,128 | 63 | 6,809 | 40,000 |
| (540) | (540) | ||
| 545 | 545 | ||
| (2,504) | (12) | (2,516) | |
| 17 | 17 | ||
| 30,646 | 63 | 6,797 | 37,506 |
These are analyzed as follows:
indemnities and other receivables from social security authorities relating to the Parent Company.
"Firm commitments" refl ect the fair value of hedged items in fair value hedges used by the Group to hedge currency risk arising on construction contracts in currencies other than the functional currency.

receivables from clients of the Vard Group. "Government grants fi nanced by BIIS" (Banca Infrastrutture Innovazione e Sviluppo) report the current portion of government grants receivable by shipyards and by shipowners, assigned to Fincantieri as part of contract price.
The amount and movements in the provision for impairment of income tax assets are as
follows: "Derivative assets" represent the reportingdate fair value of derivatives with a maturity of less than 12 months. The fair value of derivative fi nancial instruments has been calculated considering market parameters and using widely accepted measurement techniques (Level 2). Other receivables include interest-bearing
| 30.06.2019 | 31.12.2018 | |
|---|---|---|
| Italian corporate income taxation (IRES) | 13,731 | 13,451 |
| Italian regional tax on productive activities (IRAP) | 541 | 541 |
| Foreign tax | 7,201 | 6,610 |
| TOTAL INCOME TAX ASSETS | 21,473 | 20,602 |

| TOTAL CURRENT FINANCIAL ASSETS | 27,674 | 48,688 | |||
|---|---|---|---|---|---|
| Prepaid interest and other fi nancial expense | 832 | 217 | |||
| TOTAL INCOME TAX ASSETS | 21,473 | 20,602 | Accrued interest income | 374 | 439 |
| Foreign tax | 7,201 | 6,610 | Government grants fi nanced by BIIS | 7,896 | 7,751 |
| Italian regional tax on productive activities (IRAP) | 541 | 541 | Other receivables | 11,221 | 17,329 |
| Italian corporate income taxation (IRES) | 13,731 | 13,451 | Derivative assets | 7,351 | 22,952 |
| 30.06.2019 | 31.12.2018 | 30.06.2019 | 31.12.2018 | ||
| (euro/000) | (euro/000) | ||||
| Provision for impairment of income tax assets | |
|---|---|
| Balance at 1.1.2019 | 2,042 |
| Increases | |
| Releases | |
| Other movements | |
| Total at 30.06.2019 | 2,042 |
(euro/000)
balances of current accounts held with a number of banks.
Cash and cash equivalents at the end of the period include euro 6,238 thousand in term bank deposits; the remainder refers to the
| 683,403 106 |
676,395 92 |
|---|---|
| 30.06.2019 | 31.12.2018 |

These are analyzed as follows:
These are analyzed as follows:
These are analyzed as follows:
The composition of equity is analyzed in the following table:
The issue and delivery of the shares will be completed by 31 July 2019.
Following the above resolution, the shares will be allocated using treasury shares in portfolio for those to be allocated free of charge to non-employees numbering 2,572,497 shares and by issuing new shares, again with no par value, in order to satisfy the Plan for shares to be allocated free of charge to employees numbering 7,532,290 shares.
Following the issue of the new shares, the number of shares issued will be 1,699,651,360. The dilutive ef ect on the Share Capital will be 0.44%.
The Share Capital of FINCANTIERI S.p.A. amounts to euro 862,980,726, fully paid-in, divided into 1,692,119,070 ordinary shares with no par value.
On 27 June 2019, the Board of Directors approved the closure of the fi rst cycle of the "Performance Share Plan 2016- 2018" incentive plan, allocating 10,104,787 ordinary Fincantieri shares to benefi ciaries free of charge, following verifi cation of the degree to which the specifi c performance objectives originally set (EBITDA of 70% and the "Total Shareholder Return") had been achieved with a weighting of 30%.
This reserve has been recorded as a result of the capital increase accompanying the Company's listing on the Mercato Telematico Azionario (MTA) of Borsa Italiana S.p.A. on 3 July 2014. Listing costs of euro 11,072
| 30.06.2019 | 31.12.2018 | |
|---|---|---|
| Attributable to owners of the parent | ||
| Share Capital | 862,981 | 862,981 |
| Reserve of own shares | (5,277) | (5,277) |
| Share premium reserve | 110,499 | 110,499 |
| Legal reserve | 51,189 | 40,289 |
| Cash fl ow hedge reserve | (4,666) | 15,271 |
| Financial asset fair value reserve | (395) | (394) |
| Currency translation reserve | (129,135) | (137,916) |
| Other reserves and retained earnings | 314,533 | 269,387 |
| Profi t/(loss) for the period | 15,856 | 72,440 |
| 1,215,585 | 1,227,280 | |
| Attributable to non-controlling interests | ||
| Capital and reserves | 18,821 | 22,504 |
| Financial asset fair value reserve | (10) | (11) |
| Currency translation reserve | 6,945 | 6,515 |
| Profi t/(loss) for the period | (3,829) | (3,318) |
| 21,927 | 25,690 | |
| TOTAL EQUITY | 1,237,512 | 1,252,970 |
(euro/000)
The reserve is negative for euro 5,277 thousand and comprises the value of the own shares for the Company's incentive plan called "Performance Share Plan 2016 - 2018" (described in more detail in Note 29) to be carried out in accordance with art. 5 of EU Regulation No. 596/2014 and as resolved by the Company's Shareholders' Meeting held on 19 May 2017. In 2017, the Parent Company purchased 4,706,890 ordinary own shares (0.28% of the Share Capital) for euro 5,277
thousand.
As mentioned in the commentary on the Share Capital, following the resolution of the Board of Directors of 27 June 2019 on the allocation of shares for the fi rst cycle of the "Performance Share Plan 2016-2018" incentive plan, 2,572,497 shares will be allocated as own shares in portfolio. The shares will be delivered by 31 July 2019.
The number of shares issued is reconciled with the number of outstanding shares in the Parent Company at 30 June 2019.
| Ordinary shares outstanding at 30.06.2019 |
1,687,412,180 |
|---|---|
| less: own shares purchased | (4,706,890) |
| Ordinary shares issued | 1,692,119,070 |
| - less: own shares purchased | |
| Changes in 2019 - Ordinary shares issued |
- - |
| Ordinary shares outstanding at 31.12.2018 1,687,412,180 | |
| less: own shares purchased | (4,706,890) |
| Ordinary shares issued | 1,692,119,070 |
thousand (net of tax ef ects) referring to the capital increase have been accounted for as a deduction from the share premium reserve, in compliance with IAS 32.
The cash fl ow hedge reserve reports the change in the ef ective portion of derivative hedging instruments measured at fair value.
The currency translation reserve refl ects exchange dif erences arising from the translation into Euro of fi nancial statements of foreign operations prepared in currencies other than the Euro.
These mainly comprise: i) surplus earnings after making allocations to the legal reserve and distributions in the form of shareholder dividends; ii) actuarial gains and losses on employee benefi t plans; iii) the reserve for the share-based incentive plan for management. The Ordinary Shareholders' Meeting held on 5 April 2019 resolved to allocate the net profi t for the year 2018 as follows: euro 16,874 thousand for distribution to the shareholders of a dividend of 1 euro cent per share in circulation at the registration date (15 April 2019), excluding own shares in portfolio on that date. This dividend was paid by June
| 30.06.2019 | 30.06.2018 | ||||||
|---|---|---|---|---|---|---|---|
| Gross amount |
Tax (expense)/ benefit |
Net amount | Gross amount |
Tax (expense)/ benefit |
Net amount | ||
| Ef ective portion of profi ts/(losses) on cash fl ow hedging instruments |
(27,607) | 7,737 | (19,870) | (54,398) | 15,414 | (38,984) | |
| Gains/(losses) from remeasurement of employee defi ned benefi t plans |
(2,945) | 707 | (2,238) | 704 | (169) | 535 | |
| Gains/(losses) arising from changes in OCI of investments accounted for using the equity method |
|||||||
| Gains/(losses) arising on translation of fi nancial statements of foreign operations |
10,338 | (1,127) | 9,211 | 13,228 | 2,759 | 15,987 | |
| Total other comprehensive income/ (losses) |
(20,214) | 7,317 | (12,897) | (40,466) | 18,004 | (22,462) |
| Equity | Profit or loss | |||
|---|---|---|---|---|
| Gross | Income taxes | Net | ||
| 01.01.2018 | 131,697 | (39,061) | 92,636 | |
| Change in fair value | 24,968 | (9,765) | 15,203 | |
| Utilizations | (131,697) | 39,061 | (92,636) | 92,636 |
| Other income/(expenses) for risk hedging | (90,215) | |||
| Finance income/(costs) relating to held-for-trading derivatives and time-value component of hedging derivatives |
(18,361) | |||
| 31.12.2018 | 24,968 | (9,765) | 15,203 | (15,940) |
| Change in fair value | (27,607) | 7,737 | (19,870) | |
| Utilizations | (24,968) | 9,765 | (15,203) | 15,203 |
| Other income/(expenses) for risk hedging | (13,782) | |||
| Finance income/(costs) relating to held-for-trading derivatives and time-value component of hedging derivatives |
(29,758) | |||
| 30.06.2019 | (27,607) | 7,737 | (19,870) | (28,337) |
| (euro/000) | ||
|---|---|---|
| 30.06.2019 | 30.06.2018 | |
| Ef ective portion of profi ts/(losses) arising in period on cash fl ow hedging instruments |
(2,639) | 7,986 |
| Ef ective portion of profi ts/(losses) on cash fl ow hedging instruments reclassifi ed to profi t or loss |
(24,968) | (62,384) |
| Ef ective portion of profi ts/(losses) on cash fl ow hedging instruments | (27,607) | (54,398) |
| Tax ef ect of other components of comprehensive income | 7,737 | 15,414 |
| TOTAL OTHER COMPREHENSIVE INCOME/(LOSSES), NET OF TAX | (19,870) | (38,984) |
These are analyzed as follows:
| Litigation | Product warranty |
Agent indemnity benefit |
Business reorganization |
Other risks and charges |
Total | |
|---|---|---|---|---|---|---|
| Non-current portion | 73,483 | 35,919 | 54 | 17,067 | 126,523 | |
| Current portion | 1,750 | 4,843 | 894 | 1,206 | 8,693 | |
| 01.01.2019 | 75,233 | 40,762 | 54 | 894 | 18,273 | 135,216 |
| Business combinations | ||||||
| Other movements | 1 | 4 | 1 | 1 | 7 | |
| Increases | 16,253 | 7,270 | 1,019 | 24,542 | ||
| Utilizations | (57,473) | (11,203) | (12) | (6,225) | (74,913) | |
| Releases | (194) | (4,460) | (730) | (5,384) | ||
| Exchange rate dif erences | 44 | 88 | 23 | 153 | 308 | |
| 30.06.2019 | 33,864 | 32,461 | 42 | 918 | 12,491 | 79,776 |
| Non-current portion | 32,041 | 26,739 | 42 | 12,038 | 70,860 | |
| Current portion | 1,823 | 5,722 | 918 | 453 | 8,916 |
stake reached 97.44% by the end of the fi rst half of the year. This transaction has not altered the Fincantieri Group's scope of consolidation since VARD was already fully consolidated; the above change in the stake must be treated as a "transaction between shareholders" in which the dif erence between the value of the acquisition and the carrying amount of the non-controlling interest acquired is not recognized in profi t or loss but in the Group's consolidated equity.
The change in the Reserve for the management's share-based incentive plan refers to the share of personnel costs, who are benefi ciaries of the plan, accrued over
the fi rst half of 2019 (euro 2,760 thousand). More details about the incentive plan can be found in Note 29.
The change of euro 173 thousand since 31 December 2018 is due to the purchase of additional shares in VARD, as described above.
The amount of other comprehensive income/ losses, presented in the statement of comprehensive income, is as follows:
The following table presents movements in the cash fl ow hedge reserve and the ef ect of derivative instruments on profi t or loss:
This utilization was recorded in profi t and loss for euro 5.0 million under the item relating to taxes for previous years and euro 0.6 million under sundry operating costs.
The "Product warranty" provision relates to the estimated cost of carrying out work under contractual guarantee after vessel delivery. The warranty period normally lasts for one or two years after delivery, but in some cases it may be longer. The provision for "Other risks and charges" includes euro 5,203 thousand for environmental clean-up costs, while the remainder relates to various kinds of disputes, mostly of a contractual, technical or fi scal nature, which might be settled at the Group's expense either in or out of court.
Increases in the provision for litigation mainly refer to: i) precautionary provisions for claims brought by employees, authorities or third parties for damages arising from asbestos exposure; ii) other residual provisions for litigation with employees and suppliers and for other legal proceedings.
Utilization of the provision for litigation includes euro 31.5 million for the settlement of the "Serene" dispute, which resulted in the termination of all enforcement proceedings in the English courts and other proceedings pending in other jurisdictions.
Utilization of provisions for other risks and charges includes euro 5.6 million for disbursements following the tax settlement proposal for the tax audit on 2013.
Movements in this line item are as follows:
the market yield on bonds with the same maturity as that expected for the obligation. The assumptions adopted are in line with those used for the fi nancial statements at 31 December 2018 except for the discount rate, changed to 0.94% at the end of June 2019.
The amount of Italian employee severance benefi t recognized in the fi nancial statements is calculated on an actuarial basis using the projected unit credit method; the discount rate used by this method to calculate the present value of the defi ned benefi t obligation refl ects
| 30.06.2019 | 31.12.2018 | |
|---|---|---|
| Opening balance | 56,830 | 58,929 |
| Business combinations | ||
| Interest cost | 618 | 724 |
| Actuarial (gains)/losses | 2,945 | (1,694) |
| Utilizations for benefi ts and advances paid | (955) | (1,501) |
| Staf transfers and other movements | 3 | 373 |
| Exchange rate dif erences | 1 | (1) |
| Closing balance | 59,441 | 56,830 |
| Plan assets | (25) | (24) |
| Closing balance | 59,416 | 56,806 |
The item "Financial liabilities for leasing IFRS 16" refers to the non-current portion of the financial liability for instalments due relating to leasing contracts falling within the scope of application of IFRS 16 applied as from 1 January 2019. Reference should be made to note 6 for analysis of related rights of use.
"Derivative liabilities" represent the reporting-date fair value of derivatives with a maturity of more than 12 months (Level 2).
With reference to "Bank loans and credit facilities - non-current portion", during the first half of 2019, the Parent Company took out two new medium-long term unsecured loans: the first for euro 30 million, repayable in a single instalment in February 2022; the second for euro 30 million, repayable in a single instalment in May 2024. At 30 June 2019, a non-current portion of euro 68 million of bank loans maturing in the next 12 months had been reclassified to the current portion.
| 30.06.2019 | 31.12.2018 |
|---|---|
| (euro/000) | ||
|---|---|---|
| 30.06.2019 | 31.12.2018 | |
| Bank loans and credit facilities - non-current portion | 744,851 | 760,448 |
| Loans from BIIS - non-current portion | 777 | 4,762 |
| Liabilities to other lenders | 5,802 | 6,078 |
| Financial liabilities for leasing IFRS 16 - non-current portion | 70,550 | |
| Finance lease obligations | 24 | 26 |
| Derivative liabilities | 15,272 | 21,414 |
| TOTAL NON-CURRENT FINANCIAL LIABILITIES | 837,276 | 792,728 |
These are analyzed as follows:
These are analyzed as follows:
which will be released to income in future years to match the related depreciation/ amortization of these assets. "Capital grants" mainly comprise deferred income associated with grants for property, plant and equipment and innovation grants
| TOTAL OTHER NON-CURRENT LIABILITIES | 30,576 | 32,137 |
|---|---|---|
| Firm commitments | 239 | 962 |
| Other liabilities | 5,058 | 6,933 |
| Capital grants | 25,279 | 24,242 |
| 30.06.2019 | 31.12.2018 | |
| (euro/000) |
(euro/000)
These are analyzed as follows:
"Other payables" include employee income tax withholdings payable to tax authorities, sundry payables for insurance premiums, advances received against research grants, amounts payable to employee supplementary pension funds, security deposits received and various liabilities for disputes in the process of being settled fi nancially.
The item "Firm commitments" refers to the fair value of hedged items in fair value hedges used by the Group to hedge currency risk arising on construction contracts in currencies other than the functional currency.
"Payables to suppliers for reverse factoring" report the liabilities to suppliers who have relinquished their creditor position with Fincantieri to a factoring company. "Social security payables" include amounts due to INPS (the Italian social security authorities) for employer and employee contributions on June's wages and salaries and contributions on end-of-period wage adjustments.
The item "Other payables to employees" reported at 30 June 2019 includes the ef ects of allocations made for unused holidays and deferred wages and salaries.
| (euro/000) | ||
|---|---|---|
| 30.06.2019 | 31.12.2018 | |
| Payables to suppliers | 1,405,705 | 1,471,101 |
| Payables to suppliers for reverse factoring | 418,113 | 377,487 |
| Social security payables | 39,942 | 37,327 |
| Other payables to employees for deferred wages and salaries | 104,883 | 76,454 |
| Other payables | 78,947 | 84,335 |
| Other payables to the Parent Company (tax consolidation) | 80,482 | 47,459 |
| Indirect tax payables | 19,614 | 18,007 |
| Firm commitments | 250 | 697 |
| Accrued expenses | 2,068 | 2,576 |
| Deferred income | 1,419 | 847 |
| TOTAL TRADE PAYABLES AND OTHER CURRENT LIABILITIES | 2,151,423 | 2,116,290 |
These are analyzed as follows:
by the banks of the covenants relating to shareholders' equity and net current assets. At 30 June 2019, "other short-term bank debt" refer to euro 155 million from the drawing down of committed credit lines, of which euro 140 million related to the Parent Company and not used at 31 December 2018, and euro 166 million from uncommitted credit lines, of which euro 30 million was utilized by the Parent Company.
Moreover, euro 219 million of Commercial Papers issued under the Euro-Commercial Paper Step Label, structured at the end of 2017, for the issue of unsecured shortterm debt securities, had been used at 30 June 2019. The maximum amount of debt securities that can be issued under this program is euro 500 million.
The fair value of derivative fi nancial instruments has been calculated considering market parameters and using widely accepted measurement techniques (Level 2).
At 30 June 2019, "Bank loans and credit facilities - Construction loans" includes the use of euro 260 million in construction loans by FINCANTIERI S.p.A. and euro 232 million by the VARD Group. The change compared to 31 December 2018 is mainly due to the repayment of the construction loan following the Group's deliveries of orders of Cruise and Of shore and Specialized Vessels over the period.
It should be noted that during the period the Parent Company took out new construction fi nancing lines for euro 575 million with leading international credit institutions. As of June 30, 2019, these lines thus totalled approximately euro 1,607 million. With reference to the loans of Vard Group AS with Innovation Norge and the credit lines for the construction loans with DNB and Sparebanken 1 SMN which provide for covenants, it should be noted that at 30 June 2019 Vard Group AS had obtained a waiver
| 30.06.2019 | 31.12.2018 |
|---|---|
| Bonds issued and commercial papers | 219,200 | 231,000 |
|---|---|---|
| Bank loans and credit facilities - current portion | 105,669 | 51,544 |
| Loans from BIIS - current portion | 7,896 | 7,751 |
| Bank loans and credit facilities - Construction loans | 492,114 | 632,482 |
| Other short-term bank debt | 321,288 | 195,930 |
| Liabilities to other lenders - current portion | 1,015 | 906 |
| Bank credit facilities repayable on demand | 468 | 1,287 |
| Payables to joint ventures | 1,964 | 1,716 |
| Finance lease obligations - current portion | 21 | 210 |
| Financial liabilities for leasing IFRS 16 - current portion | 17,138 | |
| Fair value of options on equity investments | 19,508 | 19,389 |
| Derivative liabilities | 10,822 | 37,880 |
| Accrued interest expense | 3,721 | 2,751 |
| TOTAL CURRENT FINANCIAL LIABILITIES | 1,200,824 | 1,182,846 |
Materials, services and other costs are analyzed as follows:
| (euro/000) | ||
|---|---|---|
| 30.06.2019 | 30.06.2018 | |
| Sales and service revenue | 1,564,255 | 1,201,124 |
| Change in construction contracts | 1,239,449 | 1,271,486 |
| Operating revenue | 2,803,704 | 2,472,610 |
| Gains on disposal | 36 | 145 |
| Sundry revenue and income | 29,834 | 43,135 |
| Government grants | 3,294 | 11,051 |
| Total other revenue and income | 33,164 | 54,331 |
| TOTAL REVENUE AND INCOME | 2,836,868 | 2,526,941 |
| 30.06.2019 | 30.06.2018 | |
|---|---|---|
| Raw materials and consumables | (1,345,775) | (1,257,259) |
| Services | (621,483) | (569,769) |
| Leases and rentals | (15,771) | (22,180) |
| Change in inventories of raw materials and consumables | (5,687) | 24,231 |
| Change in work in progress | (107,798) | (14,839) |
| Sundry operating costs | (18,464) | (17,227) |
| Cost of materials and services capitalized in fi xed assets | 7,204 | 43 |
| TOTAL MATERIALS, SERVICES AND OTHER COSTS | (2,107,774) | (1,857,000) |
| Total personnel costs | (510,953) | (484,356) |
|---|---|---|
| Personnel costs capitalized in fi xed assets | 2,560 | 1,760 |
| - other personnel costs | (13,892) | (13,793) |
| - costs for defi ned contribution plans | (17,127) | (17,856) |
| - social security | (97,699) | (96,594) |
| - wages and salaries | (384,795) | (357,873) |
| Personnel costs: | ||
| 30.06.2019 | 30.06.2018 | |
| (euro/000) |
contributions payable by the Group, gifts and travel allowances.
"Personnel costs" represent the total cost incurred for employees, including wages and salaries, employer social security
These are analyzed as follows:
More details on segment information can be found in Note 31.
Sundry operating costs include losses on the disposal of non-current assets of euro 560
thousand (euro 662 thousand at June 30, 2018).

The Fincantieri Group's headcount at 30 June 2019 can be broken down as follows:
| (number) | ||
|---|---|---|
| 30.06.2019 | 30.06.2018 | |
| Employees at period end: | ||
| Total at period end | 19,725 | 19,375 |
| - of whom in Italy | 8,941 | 8,447 |
| - of whom in Parent Company | 8,091 | 7,705 |
| - of whom in VARD | 8,863 | 8,984 |
| Average number of employees | 19,350 | 19,313 |
| - of whom in Italy | 8,632 | 8,186 |
| - of whom in Parent Company | 7,927 | 7,613 |
| - of whom in VARD | 8,675 | 9,007 |
| (euro/000) | ||
|---|---|---|
| 30.06.2019 | 30.06.2018 | |
| Depreciation and amortization: | ||
| - amortization of intangible assets | (26,343) | (23,235) |
| - amortization of rights of use | (7,648) | |
| - depreciation of property, plant and equipment | (42,775) | (42,460) |
| Impairment: | ||
| - impairment of goodwill | (394) | |
| - impairment of intangible assets | (367) | |
| - impairment of property, plant and equipment | (25) | (24) |
| Total depreciation, amortization and impairment | (77,552) | (65,719) |
| Provisions: | ||
| - impairment of receivables | (545) | (274) |
| - impairment of contractual assets | (12,763) | |
| - increases in provisions for risks and charges | (24,671) | (40,519) |
| - release of provisions and impairment reversals | 7,869 | 2,913 |
| Total provisions | (30,110) | (37,880) |
The impairment of contractual assets refers to the write-down of construction contracts, reclassifi ed as tangible fi xed assets, commented on in Note 7.
An analysis of depreciation, amortization and impairment is provided in Notes 5 and 6. An analysis of provisions can be found in Notes 9, 13 and 18.
Banca Infrastrutture Innovazione e Sviluppo (with an equal amount recognised in the fi nance costs), under the structure in place to disburse government grants.
"Finance income" includes euro 162 thousand (euro 305 thousand in the fi rst half of 2018) in interest formally paid by the Italian State to the Parent Company, but ef ectively paid to
| 30.06.2018 |
|---|
| FINANCE INCOME | ||
|---|---|---|
| Interest and other income from fi nancial assets | 210 | 1,182 |
| Income from derivative fi nancial instruments | 73 | |
| Bank interest and fees and other income | 7,315 | 4,102 |
| Foreign exchange gains | 12,759 | 21,544 |
| Total fi nance income | 20,284 | 26,901 |
| FINANCE COSTS | ||
| Interest and fees charged by joint ventures | (29) | (3) |
| Interest and fees charged by controlling companies | (613) | (364) |
| Expenses from derivative fi nancial instruments | (28,740) | (6,277) |
| Interest on employee benefi t plans | (395) | (342) |
| Interest and fees on bonds issued and commercial papers | (288) | (6,046) |
| Interest and fees on construction loans | (9,189) | (11,684) |
| Bank interest and fees and other expense | (22,036) | (21,282) |
| Interest and commission payable from related parties | (1,345) | |
| Interest paid on leases IFRS 16 | (1,675) | |
| Foreign exchange losses | (16,223) | (32,828) |
| Total fi nance costs | (80,533) | (78,826) |
| TOTAL FINANCE INCOME AND COSTS | (60,249) | (51,925) |
Income taxes have been calculated on the basis of the result for the period. Deferred income taxes are analyzed in Note 11.
These are analyzed as follows:
The consolidated net fi nancial position as monitored by the Group is presented below.
| (euro/000) | ||
|---|---|---|
| 30.06.2019 | 31.12.2018 | |
| A. Cash | 106 | 92 |
| B. Other cash equivalents | 683,403 | 676,395 |
| C. Held-for-trading securities | ||
| D. Cash and cash equivalents (A)+(B)+(C) | 683,509 | 676,487 |
| E. Current fi nancial receivables | 12,427 | 17,985 |
| - of which related parties | 500 | 106 |
| F. Current bank debt | (321,756) | (197,217) |
| - of which related parties | ||
| G. Bonds issued and commercial paper - current portion | (219,200) | (231,000) |
| H. Current portion of non-current debt | (109,390) | (54,292) |
| - of which related parties | (10,651) | (10,622) |
| I. Other current fi nancial liabilities | (20,138) | (2,835) |
| - of which related parties | (1,964) | (1,702) |
| J. Current debt (F)+(G)+(H)+(I) | (670,484) | (485,344) |
| K. Net current debt (D)+(E)+(J) | 25,452 | 209,128 |
| L. Non-current fi nancial receivables | 71,578 | 63,133 |
| - of which related parties | 17,755 | 13,449 |
| M. Non-current bank debt | (744,851) | (760,448) |
| - of which related parties | (35,160) | (40,487) |
| N. Bonds - non-current portion | ||
| O. Other non-current fi nancial liabilities | (76,376) | (6,104) |
| P. Non-current debt (M)+(N)+(O) | (821,227) | (766,552) |
| Q. Net non-current debt (L)+(P) | (749,649) | (703,419) |
| R. Net fi nancial position (K)+(Q) | (724,197) | (494,291) |
net fi nancial position with the disclosure recommended by the European Securities and Markets Authority (ESMA).
For the purposes of complying with Consob Communication no. DEM/6064293/2006, the following table reconciles the above
| Net fi nancial position as per ESMA recommendation | (1,287,889) | (1,189,906) |
|---|---|---|
| Construction loans | (492,114) | (632,482) |
| Non-current fi nancial receivables | (71,578) | (63,133) |
| Net fi nancial position | (724,197) | (494,291) |
| 30.06.2019 | 31.12.2018 | |
| Net financial position | ||
|---|---|---|
| Non-current financial receivables |
DEM/6064293 dated 28 July 2006, it is reported that no atypical and/or unusual transactions were carried out during the fi rst half of 2019.
Intragroup transactions, transactions with Fintecna and its subsidiaries, with Cassa Depositi e Prestiti and its subsidiaries, with companies controlled by Italy's Ministry of Economy and Finance, and with other related parties in general, do not qualify as either atypical or unusual, since they fall within the normal course of business of the Fincantieri Group and are conducted on an arm's length basis.
The fi gures for related party transactions and balances are reported in the following tables.
In accordance with CONSOB Communication no. 0092543 of 3 December 2015 with reference to the provisions of CONSOB Resolution no. 15519 of 27 July 2006, only items considered to be nonrecurring have been presented in the fi nancial statements, excluding extraordinary ones outside of ordinary operations. The items reported at 30 June 2019 refer to non-recurring costs relating to restructuring plans presented gross of euro 707 thousand in tax ef ects.
In accordance with the disclosures required by Consob Communication no.


(*) "Advances" are classifi ed in "Inventories", as detailed in Note 12.
(euro/000)
| 30.06.2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Non-current financial assets |
Current financial assets |
Advances* | Trade receivables and other current assets |
Trade receivables and other non-current assets |
Non-current financial liabilities |
Current financial liabilities |
Trade payables and other current liabilities |
|
| CASSA DEPOSITI E PRESTITI S.p.A. | 3,212 | (35,160) (33,149) (80,480) | ||||||
| TOTAL CONTROLLING COMPANIES | 3,212 | (35,160) (33,149) (80,480) | ||||||
| ORIZZONTE SISTEMI NAVALI S.p.A. | 107,922 | (1,949) | (619) | |||||
| UNIFER NAVALE S.r.l. | 1,491 | (535) | ||||||
| CSSC - FINCANTIERI CRUISE | ||||||||
| INDUSTRY DEVELOPMENT Ltd. | 8,400 | 212 | 40,399 | |||||
| ETIHAD SHIP BUILDING LLC | 5,848 | (983) | ||||||
| CONSORZIO F.S.B. | 12 | |||||||
| BUSBAR4F S.c.a.r.l. | 149 | (466) | ||||||
| PERGENOVA S.C.p.A. | 30,968 | (10,574) | ||||||
| ISSEL MIDDLE EAST INFORMATION | 4 | (17) | ||||||
| TECHNOLOGY CONSULTANCY LLC | ||||||||
| TOTAL JOINT VENTURES | 8,400 | 216 | 1,491 185,298 | (1,966) | (13,177) | |||
| PSC GROUP | 1,606 | 31 | (7,262) | |||||
| CENTRO SERVIZI NAVALI S.p.A. | 308 | |||||||
| OLYMPIC CHALLENGER KS | 722 | 48 | ||||||
| BREVIK TECHNOLOGY AS | 190 | |||||||
| MØKSTER SUPPLY KS | 635 | |||||||
| DOF ICEMAN AS | 3,426 | |||||||
| CSS DESIGN | 790 | |||||||
| ISLAND DILIGENCE AS | 4,382 | 26 | ||||||
| CASTOR DRILLING SOLUTION AS | 203 | |||||||
| OLYMPIC GREEN ENERGY KS | 7 | |||||||
| TOTAL ASSOCIATES | 9,355 | 284 | 1,606 | 339 | 790 | (7,262) | ||
| SACE S.p.A. | (11) | |||||||
| TERNA GROUP | 55 | |||||||
| VALVITALIA S.p.A. | 1,725 | 5 | (1,428) | |||||
| SUPPLEMENTARY PENSION FUND | ||||||||
| FOR SENIOR MANAGERS OF | (1,025) | |||||||
| FINCANTIERI S.p.A. | ||||||||
| COMETA NATIONAL SUPPLEMENTARY PENSION FUND |
(4,364) | |||||||
| SOLIDARIETÀ VENETO - PENSION | ||||||||
| FUND | (102) | |||||||
| TOTAL CDP GROUP | 1,725 | 60 | (6,930) | |||||
| LEONARDO GROUP | 192,742 | 8,037 | (5,396) | |||||
| ENI GROUP | 867 | (3) | ||||||
| ENEL GROUP | ||||||||
| COMPANIES CONTROLLED BY | ||||||||
| MINISTRY OF ECONOMY AND | 32 | (27) | ||||||
| FINANCE | ||||||||
| QUANTA S.p.A. | (30) | |||||||
| EXPERIS S.r.l. | ||||||||
| TOTAL RELATED PARTIES | 17,755 | 500 197,564 197,845 | 790 (35,160) | (35,115) (113,305) | ||||
| TOTAL CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
73,191 27,674 806,976 981,034 | 31,156 (837,276) (1,200,824) (2,151,423) | ||||||
| % on consolidated statement of | ||||||||
| fi nancial position | 24% | 2% | 24% | 20% | 3% | 4% | 3% | 5% |
(euro/000)
| 31.12.2018 | |||||||
|---|---|---|---|---|---|---|---|
| Non assets |
assets | Advances* | assets | current assets | Non-current financial liabilities |
Current financial liabilities |
Trade payables and other current liabilities |
| 92,326 | (1,702) | (1,269) | |||||
| 1,491 | (1,042) | ||||||
| 8,400 | 86 | 39,528 | |||||
| (4,421) | |||||||
| (33) | |||||||
| (6,765) | |||||||
| (34) | |||||||
| (4,423) | |||||||
| (4,457) | |||||||
| (54) 12 |
|||||||
| (1,593) | |||||||
| (1,199) | |||||||
| (3,651) (93) |
|||||||
| (6,578) | |||||||
| (1,528) | |||||||
| 212 | |||||||
| (1) (23) |
|||||||
| (34) | |||||||
| (9) | |||||||
| 13,449 | |||||||
| 14% | 0% | 45% | 2% | 14% | 5% | 1% | 3% |
| 8,400 176 182 619 4,072 5,049 |
current financial 86 |
Current financial 1,491 656 656 1,843 1,843 197,748 86 201,738 97,901 48,688 449,160 |
673 673 |
Trade receivables and other non-current 7,598 139,452 18 306 324 11 17 28 1,967 613 |
Trade receivables and other |
2,926 (40,487) (10,622) (47,459) 2,926 (40,487) (10,622) (47,459) (1,702) 673 145,310 (40,487) (12,324) (66,642) 31,811 1,062,377 (792,728) (1,182,846) (2,116,290) |
(*) "Advances" are classifi ed in the item "Inventories", as detailed in Note 12.
(euro/000) (euro/000)
| 30.06.2019 | |||||
|---|---|---|---|---|---|
| Operating revenue |
Other revenue and income |
Materials, services and other costs |
Finance income | Finance costs | |
| CASSA DEPOSITI E PRESTITI S.p.A. | 74 | (45) | (513) | ||
| TOTAL CONTROLLING COMPANIES | 74 | (45) | (513) | ||
| ORIZZONTE SISTEMI NAVALI S.p.A. | 95,262 | 328 | (348) | (29) | |
| UNIFER NAVALE S.r.l. | (5,035) | ||||
| CSSC - FINCANTIERI CRUISE INDUSTRY DEVELOPMENT Ltd. |
4,138 | 1,737 | 126 | ||
| ETIHAD SHIP BUILDING LLC | 18 | 83 | (69) | ||
| CONSORZIO F.S.B. | 23 | 84 | (103) | ||
| BUSBAR4F S.c.a.r.l. | 45 | (362) | |||
| PERGENOVA S.C.p.A. | 2,929 | 69 | (7,248) | ||
| FINCANTIERI CLEA BUILDINGS S.c.a.r.l. | 2 | (1,179) | |||
| TOTAL JOINT VENTURES | 102,415 | 2,303 | (14,344) | 126 | (29) |
| PSC GROUP | 94 | (11,650) | 4 | ||
| CENTRO SERVIZI NAVALI S.p.A. | (1,178) | ||||
| ARSENAL S.r.l. | |||||
| BREVIK TECHNOLOGY AS | |||||
| OLYMPIC GREEN ENERGY KS | |||||
| DOF ICEMAN AS | |||||
| TOTAL ASSOCIATES | 94 | (12,828) | 4 | ||
| CDP IMMOBILIARE S.r.l. | |||||
| SACE S.p.A. | (1,243) | ||||
| SACE FCT | 31 | (102) | |||
| TERNA GROUP | (54) | ||||
| VALVITALIA S.p.A. | 71 | (7,401) | |||
| TOTAL CDP GROUP | 102 | (7,455) | (1,345) | ||
| LEONARDO GROUP | 46 | 6,494 | (38,014) | ||
| ENI GROUP | 13,848 | 63 | (752) | ||
| ENEL GROUP | (2) | ||||
| COMPANIES CONTROLLED BY MINISTRY OF ECONOMY AND FINANCE |
26 | (358) | |||
| QUANTA S.p.A. | (15) | ||||
| EXPERIS S.r.l. | (12) | ||||
| TOTAL RELATED PARTIES | 116,335 | 9,130 | (73,825) | 130 | (1,887) |
| TOTAL CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
2,803,704 | 33,164 (2,107,774) | 20,284 | (80,533) | |
| % on consolidated statement of comprehensive income |
4% | 28% | 4% | 1% | 2% |
| 30.06.2018 | |||||
|---|---|---|---|---|---|
| Operating revenue |
Other revenue and income |
Materials, services and other costs |
Finance income | Finance costs | |
| CASSA DEPOSITI E PRESTITI S.p.A. | (43) | (565) | |||
| TOTAL CONTROLLING COMPANIES | (43) | (565) | |||
| ORIZZONTE SISTEMI NAVALI S.p.A. | 108,001 | 395 | (935) | (3) | |
| UNIFER NAVALE S.r.l. | (3,226) | ||||
| CSSC - FINCANTIERI CRUISE INDUSTRY DEVELOPMENT Ltd. |
|||||
| CAMPER & NICHOLSONS INTERNATIONAL SA | 8 | ||||
| ETIHAD SHIP BUILDING LLC | 92 | 155 | (1,163) | ||
| LUXURY INTERIORS FACTORY S.r.l. | 3 | (396) | |||
| TOTAL JOINT VENTURES | 108,093 | 553 | (5,720) | 8 | (3) |
| ARSENAL S.r.l. | (12) | ||||
| BREVIK TECHNOLOGY AS | 1 | ||||
| OLYMPIC GREEN ENERGY KS | 4 | ||||
| DOF ICEMAN AS | 432 | ||||
| TOTAL ASSOCIATES | (12) | 437 | |||
| CDP IMMOBILIARE S.r.l. | (379) | ||||
| SACE S.p.A. | (1,545) | ||||
| SACE FCT | 15 | ||||
| VALVITALIA | 28 | (2,962) | |||
| OTHER | 18 | ||||
| TOTAL CDP GROUP | 61 | (3,341) | (1,545) | ||
| LEONARDO GROUP | 11 | (19,225) | |||
| ENI GROUP | 191 | (337) | |||
| ENEL GROUP | (8) | ||||
| COMPANIES CONTROLLED BY MINISTRY OF ECONOMY AND FINANCE |
(24) | ||||
| QUANTA S.p.A. | (691) | ||||
| EXPERIS S.r.l. | (65) | ||||
| TOTAL RELATED PARTIES | 108,295 | 614 | (29,466) | 445 | (2,113) |
| TOTAL CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
2,472,610 | 54,331 (1,857,000) | 26,901 | (78,826) | |
| % on consolidated statement of comprehensive income |
4% | 1% | 2% | 2% | 3% |
Costs for contributions incurred in the fi rst half of 2019 and included in the item Personnel Costs totalled euro 677 thousand for the Supplementary Pension Fund for Senior Managers of FINCANTIERI S.p.A. and euro 1,023 thousand for the Cometa National Supplementary Pension Fund. The main related party relationships refer to:
• Orizzonte Sistemi Navali S.p.A., under the agreement signed in 2006 with the Italian Navy relating to the fi rst phase of the "Renaissance" (or FREMM) program. This program, for which Orizzonte Sistemi Navali S.p.A. is the prime contractor, involves the construction of ten ships for the Italian Navy, with ship design and production activities performed by the Company and its subsidiaries. The fi nancial liabilities with Orizzonte Sistemi Navali S.p.A. at 30 June 2019 relate to its corresponding current account that Orizzonte Sistemi Navali S.p.A. holds with the Company under a centralized treasury management arrangement; • the LEONARDO group, in connection with agreements to supply and install combat systems for naval vessels under construction; • the Group's relations with the PSC Group refer mainly to the supply of turnkey models of air conditioning systems (engineering, supply of ventilation machines, accessories and ducts, their installation on board, start-up and commissioning);
• the Group's relations with the newly formed company PERGENOVA, a joint venture between Salini Impregilo and Fincantieri, are aimed at rebuilding the bridge over the Polcevera river in Genoa;
• relations with the joint venture CSSC - FINCANTIERI CRUISE INDUSTRY DEVELOPMENT Ltd. between Fincantieri and CSSC, prime contractors for the construction of new cruise ships at the CSSC group's Chinese shipyard, refer to the supply of specialist services and components to support the CSSC shipyards;
• with regard to relations with the ENI group,
the framework agreement was fi nalised in 2018 under which studies were launched for new technologies related to gas exploitation, some of which were completed during the year. The rest refers chiefl y to the sale of products and services and purchases of fuel with ENI S.p.A.; • costs and revenue or receivables and payables with other related parties at 30 June 2019 refer chiefl y to the supply of goods or services used in the production process.
The following transaction is also reported in accordance with art. 13, par. 3(c) of the CONSOB Regulations concerning related party transactions:
• the granting to FINCANTIERI S.p.A., in May 2019, expiring in March 2021, by Cassa Depositi e Prestiti S.p.A. of a Revolving Credit Facility for a maximum amount of euro 100 million to cover fi nancial requirements for ordinary activities and to fi nance research, development and innovation programs for the years 2018- 2021. As at 30 June 2019, this line of credit had not been used.
It is also reported that FINCANTIERI S.p.A. entered into three Exporter Indemnity Agreements in favour of SIMEST S.p.A., as standard transactions of lesser importance. In the context of standard transactions of lesser importance, FINCANTIERI S.p.A. was granted a fi ve-year revolving credit line by the Mediocredito Centrale in June 2019 to cover fi nancial needs for ordinary activities. Furthermore, during the period, Directors, Statutory Auditors, General Managers and other Key Management Personnel were paid a total remuneration of euro 2,750 thousand by the Parent Company, of which euro 1,081 thousand is classifi ed in personnel costs and euro 1,669 thousand in the cost of services. A detailed description of the medium/ long-term share-based incentive plan for management, called the Performance Share Plan is given below.
On 19 May 2017, the Shareholders' Meeting of FINCANTIERI S.p.A. approved the medium/long-term share-based incentive plan for management, called the Performance Share Plan 2016-2018 (the "Plan") for management and related Terms and Conditions. It should be noted that the project had been previously approved by the Board of Directors on 10 November 2016.
The Plan, structured in 3 three-year cycles, provides for the free grant, to the benefi ciaries identifi ed by the Board of Directors, of entitlements to receive a maximum of 50,000,000 ordinary shares in FINCANTIERI S.p.A. without nominal value, based on the achievement of specifi c performance targets for the three-year periods 2016-2018 (fi rst cycle), 2017-2019 (second cycle) and 2018-2020 (third cycle). The performance targets for all three cycles have been identifi ed as Total Shareholder Return ("TSR") and EBITDA, deemed to represent objective criteria for measuring long-term value creation for the Company. The Plan provides for a three-year vesting period for all benefi ciaries from the date the entitlements are awarded to the date the shares are allotted to the benefi ciaries. Therefore, if the performance targets are achieved and the other conditions of the Plan's Terms & Conditions satisfi ed, the shares vesting for the fi rst cycle will be allotted and delivered to benefi ciaries by 31 July 2019, while those vesting for the second and third cycles will be allotted and delivered by 31 July 2020 and 31 July 2021 respectively.
The Plan also provides for a lock-up period for part of the shares given to members of the Board of Directors or key management personnel of the Company. With reference to the Plan's fi rst cycle,
9,101,544 ordinary shares in FINCANTIERI S.p.A. were awarded to the benefi ciaries identifi ed by the Board of Directors on 15 December 2016; while, for the second cycle, 4,170,706 shares in FINCANTIERI S.p.A. were awarded to the benefi ciaries identifi ed by the Board of Directors on 25 July 2017; and lastly, for the third and last cycle, 3,604,691 shares in the Parent Company were awarded to the benefi ciaries identifi ed by the Board of Directors on 22 June 2018. The economic and fi nancial performance targets are comprised of two elements:
a) a "market based" component (with a 30% weight on total entitlements awarded) linked to measuring Fincantieri's performance in terms of TSR related to the FTSE ITALY ALL SHARE and the peer group identifi ed by the Company; b) a "non-market based" component (with a 70% weight on total entitlements awarded) linked to the achievement of the Group's set EBITDA targets.
With reference to the market based component, the Monte Carlo calculation method is used, based on appropriate assumptions, which enables a consistent number of alternative scenarios to be defi ned over the time period in consideration. Unlike the market based performance target, the non-market based component (EBITDA) is not relevant for the fair value estimation, but is updated every quarter in order to take into account the expectations relating to the number of entitlements that could vest, depending on the achievement of the set EBITDA targets. To estimate of the number of entitlements at 31 December 2017, it is assumed that the targets are achieved.
With reference to the Performance Share Plan 2016-2018, it should be noted that on 27 June 2019, the Board of Directors approved the closure of the fi rst cycle of the "Performance Share Plan 2016-2018" incentive plan, allocating free of charge to the recipients 10,104,787 ordinary Fincantieri shares through the use of 2,572,497 own shares in portfolio and by issuing 7,532,290 new shares, without a par value. The issue and delivery of the shares will be completed by 31 July 2019.
On 11 May 2018, the Shareholders' Meeting of FINCANTIERI S.p.A. approved the Performance Share Plan 2019-2021 (the "Plan") for management, and the related Terms and Conditions, the structure of which was defi ned by the Board of Directors at the meeting held on 27 March 2018.
The Plan, structured in 3 three-year cycles, provides for the free grant, to the benefi ciaries identifi ed by the Board of Directors, of entitlements to receive a maximum of 25,000,000 ordinary shares in FINCANTIERI S.p.A. without nominal value, based on the achievement of specifi c performance targets for the three-year periods 2019-2021 (fi rst cycle), 2020-2022 (second cycle) and 2021-2023 (third cycle). The Plan provides for a three-year vesting period for all benefi ciaries from the date the entitlements are awarded to the date
the shares are allotted to the benefi ciaries. Therefore, if the performance targets are achieved and the other conditions of the Plan's Terms & Conditions satisfi ed, the shares vesting for the fi rst cycle will be allotted and delivered to benefi ciaries by 31 July 2022, while those vesting for the second and third cycles will be allotted and delivered by 31 July 2023 and 31 July 2024 respectively.
The Plan also provides for a lock-up period for part of the shares given to members of the Board of Directors or key management personnel of the Company.
Among the Plan's targets, in addition to the EBITDA and TRS already included in the Performance Share Plan 2016-2018, the Group introduced another parameter, the sustainability index, to measure achievement of the sustainability targets set by the Group in order to align with European best practices and the fi nancial community's increased expectations for sustainable development.
The references used to test achievement of the sustainability target are market parameters such as the "CDP" (Carbon Disclosure Project) and a second rating by another agency which evaluates the entire basket of sustainability aspects. The free award of a number of rights is left to the Board of Directors, which also has the power to identify the number and names of the benefi ciaries.
The following is an update on the status of the ongoing disputes described in the Notes to the 2018 Consolidated Financial Statements:
In relation to the "Serene" dispute on 7 May 2019, Fincantieri and Serena Equity Limited entered into a settlement agreement, which resulted in the termination of all enforcement proceedings in the English courts and other proceedings pending in other jurisdictions.
With reference to the "Papanikolaou" dispute, brought before the Court of Patras (Greece) by Mr. Papanikolaou and his wife against the Company, Minoan Lines and others following the accident that occurred to the plaintif in 2007 on board the Europa Palace, built by Fincantieri: (i) in the case relating to the alleged loss of income until 2012, the Greek Court of Cassation has agreed with the main conclusions made in the appeal judgment (which had recognised the responsibility of Fincantieri), but referred the case back to the Court of Appeal in relation to a relatively minor point, whilst (ii) the case relating to the alleged loss of income from 2012 to 2052 is currently suspended. The hearing before the Patras Court of Appeal of the fi rst case was held on March 14, 2019 and the sentence is expected in the third/fourth quarter of 2019. On 12 March 2019, a hearing was held before the Court of Patras in relation to the second case, to which Fincantieri objected invoking the suspension of the proceedings on the grounds that a fi nal ruling had not yet been reached in the fi rst case. The ruling of the Court of Patras is expected in the second half of 2019.
With regard to the dispute pending in the District Courts of California and Florida, brought by Mr Yuzwa against Fincantieri, Carnival and others for the loss suf ered by the claimant following an accident aboard the ship "Oosterdam" in 2011, built
by Fincantieri, the Florida Court of Appeal upheld Fincantieri's exclusion request, acknowledging the lack of jurisdiction, and then it rejected the appeal brought by the counterparty. The time limit for any further appeal to the Supreme Court has expired.
This refers to cases brought by employees and former employees of contractors and subcontractors, which involve the Company under the "customer co-liability" principle (art. 1676 of the Italian Civil Code and art. 29 of Legislative Decree 276/2003). Disputes relating to issues with asbestos continued to be settled both in and out of court in 2019.
The Group is currently involved in six criminal prosecutions brought under Legislative Decree no. 231/2001 in the Court of Gorizia.
In January 2014, FINCANTIERI S.p.A. received notice of a request for extension of the deadline for the preliminary investigations, under art. 406 of the Code of Criminal Procedure, into the former manager of the Monfalcone shipyard for the alleged infringement of art. 256, par. 1, subsections a) and b) of Legislative Decree no. 152/2006, as well as into the Company, being investigated under art. 25-undecies of Legislative Decree no. 231/2001 in relation to its alleged management of areas for sorting and the temporary storage of hazardous waste at the Monfalcone shipyard without the required authorisation and the alleged disposal of such waste with documentation that did not allow it to be traced. With regarding to this case, in October 2017 the former Managers of the Monfalcone shipyard, the former General Managers of the Company, the Company's former Head of Safety and the former Head of Personnel were notifi ed of the conclusion of the preliminary investigations
The fair value amount determined on the grant date for each cycle of the Plan is illustrated below.
| Grant date | No. shares awarded |
Fair value | |
|---|---|---|---|
| First cycle of the Plan | 19 May 2017 | 9,101,544 | 6,866,205 |
| Second cycle of the Plan | 25 July 2017 | 4,170,706 | 3,672,432 |
| Third cycle of the Plan | 22 June 2018 | 3,604,691 | 3,963,754 |
for the of ences referred to in art. 256, par. 1, subsections a) and b) of Legislative Decree No. 152/2006 ("Unauthorized waste management activities"); in April 2018 the Company was also notifi ed of the conclusion of the investigations for the alleged of ence pursuant to art. 25-undecies of Legislative Decree 231/2001 ("Environmental Crimes"). In September 2018 the court summons to trial was notifi ed to all of the investigated persons. At the hearing of 6 March 2019, the judge ruled that no action should be taken against the former Manager of the Monfalcone plant in of ce until 30 June 2013, the former General Managers of the Company, the former Head of Safety and the former Head of Personnel of the Company, or against the Company, for the facts established in May 2013, under the statute of limitations. The trial continues against the former Plant Manager in of ce since 1 July 2013 and the Company (as regards the facts established in February 2015).
Between March and April 2014, notices of conclusion of preliminary investigations were served not only on twenty-one individuals (including members of the Board of Directors and of the Oversight Board and employees of the Company at the date of the event, some of whom are still in of ce or employed by the Company) in the various capacities being investigated for the of ences of "wilful removal or omission of precautions against workplace accidents" and "bodily harm through negligence" under articles 437 and 590 of the Italian Criminal Code and of violation of certain provisions of Legislative Decree no. 81/2008, as well as against the Company under art. 25-septies, par. 3, of Legislative Decree no. 231/2001, in connection with an injury to an employee on 13 December 2010 at the Monfalcone shipyard during the lifting of two bundles of iron pipes. At the preliminary hearing on 18 December 2014, the proceedings against the members of the Board of Directors and the Oversight Board and the two General Managers were dismissed, while the other employees of the Company at the date of the incident, as notifi ed above, were formally
indicted. Gorizia's public prosecutor has challenged the verdict of no case to answer in the Court of Cassation which, at the end of the hearing held on 20 January 2016, rejected the appeal and upheld the dismissal of the case against members of the Board of Directors and the Oversight Board, as well as the two General Managers. The Company was acquitted at the hearing held on 14 July 2017. The decision was appealed by the public prosecutor: the fi rst hearing, originally scheduled for 10 June 2019, was postponed until 16 September 2019. In June 2018, notices of completion of preliminary investigations into the management and disposal of waste were served on a number of parties and companies, including the Company's Chief Executive Of cer, the former manager and two employees of the Palermo plant for the of ence provided for in art. 452-quaterdecies of the Italian Criminal Code ("Organised activities for the illicit traf cking of waste") and the Company for the of ence provided for in art. 25-undecies, paragraph 2, subsection f) of Legislative Decree 231/2001 ("Environmental Of ences"). By order of 23 April 2019, the Judge for the Preliminary Investigations, in acceptance of the request made by the defences of the Company's Chief Executive Of cer, ordered the dismissal of the proceedings against the Chief Executive Of cer.
FINCANTIERI S.p.A., Fincantieri Oil & Gas S.p.A. and Isotta Fraschini Motori S.p.A. contribute to the national tax consolidation of Cassa Depositi e Prestiti S.p.A. for the three year period from 2019 to 2021.
The tax audit for 2013 was defi ned by means of a tax settlement proposal, with disbursements that had already been estimated and set aside in previous years.
These are analyzed as follows:
| 30.06.2019 | 30.06.2018 | |
|---|---|---|
| Profi t/(loss) for the period | 12,028 | 14,994 |
| Depreciation and amortization | 76,766 | 65,694 |
| (Gains)/losses from disposal of property, plant and equipment | 524 | (3,174) |
| (Revaluation)/impairment of property, plant and equipment, intangible assets and equity investments |
3,388 | (1,216) |
| (Revaluation)/impairment of working capital | 12,763 | |
| Increases/(releases) of provisions for risks and charges | 19,319 | 37,614 |
| Interest expenses capitalized | ||
| Interest on employee benefi ts | 618 | 388 |
| Interest income | (7,525) | (5,284) |
| Interest expense | 34,622 | 39,340 |
| Income taxes | 35,600 | 20,016 |
| Long-term share-based incentive plan | 2,760 | 2,068 |
| Impact of unrealized exchange rate changes | 12,649 | |
| Finance income and costs from derivatives | ||
| Gross cash fl ows from operating activities | 190,863 | 183,089 |
| CHANGES IN WORKING CAPITAL | ||
| - inventories and advances | 79,563 | (8,686) |
| - construction contracts and client advances | (72,540) | 3,397 |
| - trade receivables | 103,823 | 310,653 |
| - other current assets and liabilities | (15,621) | 16,392 |
| - other non-current assets and liabilities | (39) | (3,288) |
| - trade payables | (28,931) | (160,318) |
| Cash fl ows from working capital | 257,118 | 341,239 |
| Dividends paid | (16,874) | (16,875) |
| Interest income received | 6,877 | 3,991 |
| Interest expense paid | (35,557) | (18,763) |
| Income taxes (paid)/collected | (5,564) | (21,714) |
| Utilization of provisions for risks and charges and for employee benefi ts | (75,864) | (25,428) |
| NET CASH FLOWS FROM OPERATING ACTIVITIES | 130,136 | 262,450 |
Management has identifi ed the following operating segments which refl ect the model used to manage and control the business sectors in which the Group operates: Shipbuilding, Of shore and Specialized Vessels, Systems, Components and Services and Other Activities.
Shipbuilding: encompassing the business areas of cruise ships, expedition cruise vessels, naval vessels and other products and services (ferries and mega yachts);
Analysis of "Extraordinary and non-recurring income and expenses" gross of the tax ef ect
| (euro/000) | |||||
|---|---|---|---|---|---|
| 30.06.2019 | |||||
| Shipbuilding | Offshore and Specialized Vessels |
Equipment, Systems and Services |
Other Activities | Group | |
| Segment revenue | 2,409,689 | 314,271 | 370,655 | 761 | 3,095,376 |
| Intersegment elimination | (39,805) | (43,103) | (174,948) | (652) | (258,508) |
| Revenue (*) | 2,369,884 | 271,168 | 195,707 | 109 | 2,836,868 |
| EBITDA | 246,190 | (52,078) | 38,885 | (18,125) | 214,872 |
| EBITDA margin | 10.2% | (16.6%) | 10.5% | 7.6% | |
| Depreciation, amortization and impairment |
(77,552) | ||||
| Finance income | 20,284 | ||||
| Finance costs | (80,533) | ||||
| Income/(expense) from investments | (18) | ||||
| Share of profi t of investments accounted for using the equity method |
(2,584) | ||||
| Income taxes | (40,461) | ||||
| Extraordinary and non-recurring income and expenses |
(21,980) | ||||
| Profi t/(loss) for the period | 12,028 |
(euro 4,861 thousand) are presented in the following table.
(*) Revenue: Sum of "Operating revenue" and "Other revenue and income" reported in the consolidated statement of comprehensive income.
Analysis of "Extraordinary and non-recurring income and expenses" gross of the tax ef ect (euro 7,969 thousand) are presented in the following table.
| (euro/000) | |||||
|---|---|---|---|---|---|
| 30.06.2018* | |||||
| Shipbuilding | Offshore and Specialized Vessels |
Equipment, Systems and Services |
Other Activities | Group | |
| Segment revenue | 2,129,289 | 333,227 | 321,450 | 845 | 2,784,811 |
| Intersegment elimination | (90,276) | (630) | (166,218) | (746) | (257,870) |
| Revenue (**) | 2,039,013 | 332,597 | 155,232 | 99 | 2,526,941 |
| EBITDA | 172,754 | (5,708) | 34,334 | (18,054) | 183,326 |
| EBITDA margin | 8.1% | (1.7%) | 10.7% | 7.3% | |
| Depreciation, amortization and impairment |
(65,719) | ||||
| Finance income | 26,901 | ||||
| Finance costs | (78,826) | ||||
| Income/(expense) from investments | 2,757 | ||||
| Share of profi t of investments accounted for using the equity method |
(1,503) | ||||
| Income taxes | (27,985) | ||||
| Extraordinary and non-recurring income and expenses |
(23,957) | ||||
| Profi t/(loss) for the period | 14,994 | ||||
| () The comparative fi gures have been restated following redefi nition of the operating segments. (*) Revenue: sum of "Operating revenue" and "Other revenue and income" reported in the consolidated statement of comprehensive income. |
| 30.06.2018 | |
|---|---|
| Costs relating to reorganization plans and other non-recurring personnel costs (1) | (2,582) |
| Provisions for costs and legal expenses associated with asbestos-related lawsuits (2) | (32,134) |
| Other non-recurring income and expenses | 2,789 |
| Extraordinary and non-recurring income and expenses | 31,927 |
(1) Balance included in "Personnel costs".
(2) Balance included in the item "Materials, services and other costs" for euro 1.9 million and in the item "Provisions" for euro 30.2 million.
high-end of shore support vessels, specialized ships, vessels for of shore wind farms and open ocean aquaculture, as well as the of er of innovative products in the fi eld of drillships and semi-submersible drilling rigs; The Equipment, Systems and Services operating segment is engaged in the design and manufacture of high-tech systems and components, such as stabilization, propulsion, positioning and power generation systems, ship automation systems, steam turbines, integrated systems and ship accommodation, and in the provision of repair and conversion services, logistical support and after-sales services. Other activities primarily refer to the cost of corporate activities which have not been
allocated to other operating segments. The Group evaluates the performance of its operating segments and the allocation of
fi nancial resources on the basis of revenue and EBITDA. The latter is defi ned as Profi t/ (loss) for the period adjusted for the following items: (i) Income taxes, (ii) Share of profi t/ (loss) of investments accounted for using the equity method, (iii) Income/(expense) from investments, (iv) Finance costs, (v) Finance income, (vi) Depreciation, amortization and impairment, (vii) costs relating to reorganisation plans and other non-recurring personnel costs, (viii) provisions for costs and legal expenses associated with lawsuits brought by employees for asbestos-related damages, and (ix) other costs or income of a non-routine nature arising from non-recurring events of particular signifi cance.
The results of the operating segments at 30 June 2019 and 30 June 2018 are reported in the following pages.
| 30.06.2019 | |
|---|---|
| Costs relating to reorganization plans and other non-recurring personnel costs (1) | 707 |
| Provisions for costs and legal expenses associated with asbestos-related lawsuits (2) | 18,295 |
| Other non-recurring income and expenses (3) | 7,839 |
| Extraordinary and non-recurring income and expenses | 26,841 |
(1) Balance included in "Personnel costs".
(2) Balance included in the item "Materials, services and other costs" for euro 2.3 million and in the item "Provisions" for euro 15.9 million. (3) Balance refers to charges related to the streamlining of the Promar shipyard for euro 6 million.
Capital expenditure in the fi rst half of 2019 on Intangible assets and Property, plant and equipment totalled to euro 102,279 million, of which euro 86,754 million relates to Italy and the remainder to other countries.
The following table shows those clients whose revenue (defi ned as revenue plus change in inventories) accounted for
The following table shows a breakdown of revenue and income between Italy and other countries, according to client country of residence:
more than 10% of the Group's revenue and income in each reporting period:
| 30.06.2019 | 30.06.2018 | |||
|---|---|---|---|---|
| Revenue and income | % | Revenue and income | % | |
| Italy | 545 | 19% | 453 | 18% |
| Other countries | 2,292 | 81% | 2,074 | 82% |
| Total Revenue and income | 2,837 | 2,527 |
| 30.06.2019 | 30.06.2018 | |||
|---|---|---|---|---|
| Revenue and income | % | Revenue and income | % | |
| Client 1 | 747 | 26% | 699 | 28% |
| Client 2 | 368 | 13% | 349 | 14% |
| Total Revenue and income | 2,837 | 2,527 |

On 1 July 2019, the Municipality of Genoa and Fincantieri inaugurated a summer camp for children of Group employees aged between 4 and 11. Fincantieri has delivered this project with the aim of improving the well-being of its employees and their families. The initiative, the result of a public-private partnership, is a fi rst demonstration of collaboration with local companies, which is part of the plan
to implement "Genoa in Family". On 4 July 2019, Fincantieri concluded the acquisition of the majority share of the Insis S.p.A. solution provider in the integrated physical and logical security sector, operating in national and international markets both directly and as a technology partner of large industrial groups.
The following table shows a breakdown of Property, plant and equipment in Italy and other countries:
| 30.06.2019 | 31.12.2018 | |
|---|---|---|
| Italy | 743 | 704 |
| Other countries | 409 | 374 |
| Total Property, plant and equipment | 1,152 | 1,078 |
(euro/million)
| COMPANY NAME Principal activity |
Registered office |
Share Capital | (%) interest held | % consolidated by Group |
||
|---|---|---|---|---|---|---|
| Subsidiaries consolidated | ||||||
| line-by-line | ||||||
| BACINI DI PALERMO S.p.A. | Palermo EUR | 1,032,000.00 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| Dry-dock management | ||||||
| CENTRO PER GLI STUDI DI | 71.10 | FINCANTIERI S.p.A. | ||||
| TECNICA NAVALE CETENA S.p.A. | Genoa EUR | 1,000,000.00 | 15.00 | Seaf S.p.A. | 86.10 | |
| Ship research and experimentation | ||||||
| FINCANTIERI OIL & GAS S.p.A. | Trieste EUR 21,000,000.00 | 100.00 FINCANTIERI S.p.A. 100.00 | ||||
| Holding company | ||||||
| FINCANTIERI HOLDING B.V. Holding company for foreign |
Netherlands EUR | 9,529,384.54 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| investments | ||||||
| FINCANTIERI MARINE SYSTEMS | ||||||
| NORTH AMERICA Inc. | Fincantieri | |||||
| Sale and after-sale services relating | USA USD | 501,000.00 | 100.00 | Holding B.V. 100.00 | ||
| to mechanical products | ||||||
| Fincantieri Marine | ||||||
| FMSNA YK | Japan | JPY | 3,000,000.00 | 100.00 | Systems North | 100.00 |
| Servicing and sale of spare parts | America Inc. | |||||
| GESTIONE BACINI LA SPEZIA S.p.A. | Muggiano | 260,000.00 | 99.89 FINCANTIERI S.p.A. | 99.89 | ||
| Dry-dock management | (La Spezia) EUR | |||||
| ISOTTA FRASCHINI MOTORI S.p.A. | ||||||
| Design, construction, sale and | Bari EUR | 3,300,000.00 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| aftersale services relating to fast | ||||||
| medium- duty diesel engines | ||||||
| SOCIETÀ PER L'ESERCIZIO DI | ||||||
| ATTIVITÀ FINANZIARIE SEAF S.p.A. | Trieste EUR | 6,562,000.00 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| Financial support for Group companies |
||||||
| BOP6 S.c.a.r.l. Electrical installation |
Trieste EUR | 40,000.00 | 5.00 | 95.00 FINCANTIERI S.p.A. 100.00 | ||
| ISSEL NORD S.r.l. | Follo | |||||
| Logistics engineering | (La Spezia) EUR | 400,000.00 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| SEASTEMA S.p.A. | ||||||
| Design and development of | Genoa EUR | 300,000.00 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| integrated automation systems | ||||||
| FINCANTIERI AUSTRALIA Pty Ltd. | ||||||
| Shipbuilding support activities | Australia AUD | 2,200,100.00 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| FINCANTIERI SERVICES MIDDLE | ||||||
| EAST LLC | Qàtar EUR | 200,000.00 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| Project management services | ||||||
| FINCANTIERI USA Inc. | ||||||
| Holding company | USA USD | 1,029.75 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| FINCANTIERI SERVICES USA LLC | ||||||
| After-sales services | USA USD | 300,001.00 | 100.00 Fincantieri USA Inc. 100.00 |
| COMPANY NAME Principal activity |
Registered office |
Share Capital | (%) interest held | % consolidated by Group |
||
|---|---|---|---|---|---|---|
| FINCANTIERI MARINE GROUP | ||||||
| HOLDINGS Inc. Holding company |
USA USD | 1,027.97 | 87.44 Fincantieri USA Inc. | 87.44 | ||
| FINCANTIERI MARINE GROUP LLC Ship building and repair |
USA USD | 1,000.00 | 100.00 Fincantieri Marine Group Holdings Inc. |
87.44 | ||
| MARINETTE MARINE | ||||||
| CORPORATION | USA USD | 146,706.00 | 100.00 Fincantieri Marine | 87.44 | ||
| Ship building and repair | Group LLC | |||||
| ACE MARINE LLC | 100.00 Fincantieri Marine | |||||
| Building of small aluminium ships | USA USD | 1,000.00 | Group LLC | 87.44 | ||
| FINCANTIERI DO BRASIL | FINCANTIERI S.p.A. | |||||
| PARTICIPAÇÕES SA | Brazil BRL | 1,310,000.00 | 80.00 | Fincantieri Holding | 100.00 | |
| Holding company | 20.00 | B.V. | ||||
| FINCANTIERI INDIA Pte. Ltd. | 99.00 | Fincantieri Holding | ||||
| Design, technical support and | India | INR 10,500,000.00 | 1.00 | B.V. | 100.00 | |
| marketing | FINCANTIERI S.p.A. | |||||
| MARINE INTERIORS S.p.A. | Trieste EUR | 5,120,000.00 | 100.00 | Seaf S.p.A. 100.00 | ||
| Ship interiors | ||||||
| LUXURY INTERIORS FACTORY S.r.l. | Italy EUR | 50,000.00 | 100.00 | Marine Interiors | ||
| Ship interiors | S.p.A. 100.00 | |||||
| SEAENERGY A MARINE INTERIORS | ||||||
| COMPANY S.r.l. | Pordenone EUR | 50,000.00 | 85.00 | Marine Interiors | 85.00 | |
| Manufacture of furniture | S.p.A. | |||||
| FINCANTIERI SI S.p.A. | ||||||
| Electric, electronic and | Trieste EUR | 500,000.00 | 100.00 | Seaf S.p.A. 100.00 | ||
| electromechanical industrial solutions | ||||||
| FINCANTIERI INFRASTRUCTURE S.p.A. | ||||||
| Carpentry | Trieste EUR | 500,000.00 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| FINCANTIERI SWEDEN AB | ||||||
| Sale, maintenance and after-sales | Sweden | SEK | 5,000,000.00 | 100.00 FINCANTIERI S.p.A. 100.00 | ||
| service for a series of systems, | ||||||
| equipment and related activities | ||||||
| FINCANTIERI (SHANGHAI) | ||||||
| TRADING Co. Ltd. | China RMB | 3,500,000.00 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| Engineering design, consulting | ||||||
| and development | ||||||
| FINCANTIERI EUROPE S.p.A. | Italy EUR | 50,000.00 | 100.00 FINCANTIERI S.p.A. 100.00 | |||
| Holding company | ||||||
| VARD HOLDINGS Ltd. | 97.44 Fincantieri Oil & Gas | |||||
| Holding company | Singapore SGD 932,200,000.00 | S.p.A. | 97.44 | |||
| VARD GROUP AS | ||||||
| Shipbuilding | Norway NOK 16,295,600.00 | 100.00 Vard Holdings Ltd. | 97.44 | |||
| VARD SHIPHOLDING SINGAPORE | ||||||
| Pte. Ltd. | Singapore USD | 1.00 | 100.00 Vard Holdings Ltd. | 97.44 | ||
| Charter of boats, ships and barges | ||||||
| VARD ELECTRO AS | ||||||
| Norway NOK | 1,000,000.00 | 100.00 | Vard Group AS | 97.44 | ||
| Electrical/automation installation |
| COMPANY NAME Principal activity |
Registered office |
Share Capital | (%) interest held | % consolidated by Group |
||
|---|---|---|---|---|---|---|
| VARD ELECTRO ITALY S.r.l. Installation, production, sale and assistance for electrical equipment and parts |
Genoa EUR | 200,000.00 | 100.00 | Vard Electro AS | 97.44 | |
| VARD RO HOLDING S.r.l. Holding company |
Romania RON | 82,573,830.00 | 100.00 | VARD Group AS | 97.44 | |
| VARD NITERÓI Ltda. Dormant |
Brazil BRL | 354,883,790.00 | 99.99 0.01 |
VARD Group AS Vard Electro Brazil (Instalaçoes Eletricas) Ltda. |
97.44 | |
| VARD PROMAR SA Shipbuilding |
Brazil BRL | 1,109,108,180.00 | 100.00 | VARD Group AS | 97.44 | |
| ESTALEIRO QUISSAMÃ Ltda. Dormant |
Brazil BRL | 400,000.00 | 50.50 | VARD Group AS | 49.21 | |
| VARD SINGAPORE Pte. Ltd. Sales and holding company |
Singapore USD | 6,000,000.00 | 100.00 | VARD Group AS | 97.44 | |
| VARD DESIGN AS Design and engineering |
Norway NOK | 4,000,000.00 | 100.00 | VARD Group AS | 97.44 | |
| VARD ACCOMMODATION AS Accommodation installation |
Norway NOK | 500,000.00 | 100.00 | VARD Group AS | 97.44 | |
| VARD PIPING AS Pipe installation |
Norway NOK | 100,000.00 | 100.00 | VARD Group AS | 97.44 | |
| SEAONICS AS Of shore handling systems |
Norway NOK | 46,639,721.00 | 56.40 | VARD Group AS | 54.96 | |
| VARD SEAONICS HOLDING AS Dormant |
Norway NOK | 30,000.00 | 100.00 | VARD Group AS | 97.44 | |
| SEAONICS POLSKA SP. Z.O.O. Engineering services |
Poland PLN | 400,000.00 | 100.00 | Seaonics AS | 54.96 | |
| VARD DESIGN LIBURNA Ltd. Design and engineering |
Croatia HRK | 20,000.00 | 51.00 | Vard Design AS | 42.69 | |
| VARD ELECTRO TULCEA S.r.l. Electrical installation |
Romania RON | 4,149,525.00 | 99.96 | Vard Electro AS | 97.44 | |
| VARD ELECTRO BRAZIL (INSTALAÇÕES ELETRICAS) Ltda. Electrical installation |
Brazil BRL | 3,000,000.00 | 99.00 1.00 |
Vard Electro AS VARD Group AS |
97.44 | |
| VARD ELECTRO BRAILA S.r.l. Electrical installation |
Romania RON | 45,000.00 | 100.00 | Vard Electro AS | 97.44 | |
| VARD ELECTRICAL INSTALLATION AND ENGINEERING (INDIA) Pte. Ltd. Electrical installation |
India | INR | 14,000,000.00 | 99.50 0.50 |
Vard Electro AS Vard Electro Tulcea S.r.l. |
97.44 |
| VARD TULCEA SA Shipbuilding |
Romania RON | 151,606,459.00 | 99.996 0.004 |
Vard RO Holding S.r.l. VARD Group As |
97.44 | |
| VARD BRAILA SA Shipbuilding |
Romania RON | 165,862,177.50 | 94.12 5.88 |
Vard RO Holding S.r.l. VARD Group AS |
97.44 |
| COMPANY NAME Principal activity |
Registered office |
Share Capital | (%) interest held | % consolidated by Group |
||
|---|---|---|---|---|---|---|
| VARD ENGINEERING CONSTANTA S.r.l. Engineering |
Romania RON | 1,408,000.00 | 70.00 30.00 |
Vard RO Holding S.r.l. Vard Braila S.A. |
97.44 | |
| VARD VUNG TAU Ltd. Shipbuilding |
Vietnam USD | 8,000,000.00 | 100.00 | Vard Singapore Pte. Ltd. |
97.44 | |
| VARD ACCOMMODATION TULCEA | ||||||
| S.r.l. | Romania RON | 436,000.00 | 99.77 | Vard Accomodation AS Vard Electro Tulcea S.r.l. |
97.44 | |
| Accommodation installation | 0.23 | |||||
| VARD ENGINEERING BREVIK AS | ||||||
| Design and engineering | Norway NOK | 105,000.00 | 100.00 | VARD Group AS | 97.44 | |
| VARD OFFSHORE BREVIK AS | ||||||
| Of shore industrial services and | Norway NOK | 100,000.00 | 100.00 | VARD Group AS | 97.44 | |
| installation | ||||||
| VARD MARINE Inc. | ||||||
| Design and engineering | Canada CAD | 9,783,700.00 | 100.00 | VARD Group AS | 97.44 | |
| VARD MARINE US Inc. | ||||||
| Design and engineering | USA USD | 1,010,000.00 | 100.00 | Vard Marine Inc. | 97.44 | |
| VARD ENGINEERING GDANSK | ||||||
| Sp. Z.o.o. Of shore design and engineering activities |
Poland PLN | 50,000.00 | 100.00 | Vard Engineering Brevik AS |
97.44 | |
| VBD1 AS | ||||||
| Dormant | Norway NOK | 500,000.00 | 100.00 | VARD Group AS | 97.44 | |
| VARD CONTRACTING AS Dormant |
Norway NOK | 30,000.00 | 100.00 | VARD Group AS | 97.44 | |
| CDP TECHNOLOGIES AS Research and development of technology |
Norway NOK | 500,000.00 | 100.00 | Seaonics AS | 54.96 | |
| CDP TECHNOLOGIES ESTONIA OÜ Automation and control system software |
Estonia EUR | 5,200.00 | 100.00 CDP Technologies AS | 54.96 | ||
| VARD ELECTRO CANADA Inc. Installation and integration of electrical systems |
Canada CAD | 100,000.00 | 100.00 | Vard Electro AS | 97.44 | |
| VARD AQUA SUNNDAL AS Supplier of aquaculture equipment |
Norway NOK | 1,100,000.00 | 98.21 | VARD Group AS | 95.70 | |
| VARD AQUA CHILE SA Supplier of aquaculture equipment |
Chile | CLP 106,000,000.00 | 95.00 Vard Aqua Sunndal AS | 90.91 | ||
| VARD AQUA SCOTLAND Ltd. Supplier of aquaculture equipment |
UK GBP | 10,000.00 | 100.00 Vard Aqua Sunndal AS | 95.70 | ||
127
| COMPANY NAME Principal activity |
Registered office |
Share Capital | (%) interest held | % consolidated by Group |
||
|---|---|---|---|---|---|---|
| Joint ventures consolidated using the equity method |
||||||
| ORIZZONTE SISTEMI NAVALI S.p.A. Management of large naval vessel contracts |
Italy EUR 20,000,000.00 | 51.00 FINCANTIERI S.p.A. | 51.00 | |||
| ETIHAD SHIP BUILDING LLC Design, production and sale of civilian and naval ships |
Arab Emirates AED |
2,500,000.00 | 35.00 FINCANTIERI S.p.A. | 35.00 | ||
| CSSC - FINCANTIERI CRUISE INDUSTRY DEVELOPMENT Ltd. Design and marketing of cruise ships |
Hong Kong EUR 140,000,000.00 | 40.00 FINCANTIERI S.p.A. 40.00 | ||||
| UNIFER NAVALE S.r.l. Piping |
Modena EUR | 150,000.00 | 20.00 | Seaf S.p.A. | 20.00 | |
| ISSEL MIDDLE EAST TECHNOLOGY CONSULTANCY LLC IT Consulting and Oil & Gas Services |
Arab Emirates AED |
150,000.00 | 49.00 | Issel Nord S.r.l. | 49.00 | |
| CSSC - FINCANTIERI (SHANGAI) CRUISE DESIGN LIMITED Engineering, Project Management and Supply Chain Management |
Hong Kong RMB | 1,000,000.00 | 100.00 | CSSC - Fincantieri Cruise Industry Development Limited |
40.00 | |
| BUSBAR4F s.c.a.r.l. Installation of electrical systems |
Italy EUR | 40,000.00 | 10.00 50.00 |
FINCANTIERI S.p.A. FINCANTIERI S.p.A. |
60.00 | |
| FINCANTIERI CLEA BUILDINGS s.c.a.r.l. Management and conducting of tenders |
Italy EUR | 10,000.00 | 51.00 | FINCANTIERI INFRASTRUCTURE S.p.A. |
51.00 | |
| PERGENOVA s.c.p.a. Construction of the Genoa viaduct |
Italy EUR | 1,000,000.00 | 50.00 | FINCANTIERI INFRASTRUCTURE S.p.A. |
50.00 | |
| CONSORZIO F.S.B. Construction of buildings |
Italy EUR | 15,000.00 | 58.36 FINCANTIERI S.p.A. | 58.36 |
| COMPANY NAME Principal activity |
Registered office |
Share Capital | (%) interest held | % consolidated by Group |
||
|---|---|---|---|---|---|---|
| Associates consolidated using the equity method |
||||||
| CASTOR DRILLING SOLUTION AS Of shore drilling technology |
Norway NOK | 229,710.00 | 34.13 | Seaonics AS | 18.76 | |
| OLYMPIC CHALLENGER KS Shipowner |
Norway NOK | 84,000,000.00 | 35.00 | VARD Group AS | 34.10 | |
| BREVIK TECHNOLOGY AS Holding of technology licenses and patents |
Norway NOK | 600,000.00 | 34.00 | VARD Group AS | 33.13 | |
| MØKSTER SUPPLY AS Shipowner |
Norway NOK | 13,296,000.00 | 40.00 | VARD Group AS | 38.98 | |
| MØKSTER SUPPLY KS Shipowner |
Norway NOK | 131,950,000.00 | 36.00 | VARD Group AS | 35.08 | |
| REM SUPPLY AS Shipowner |
Norway NOK | 345,003,000.00 | 26.66 | VARD Group AS | 25.98 | |
| OLYMPIC GREEN ENERGY KS Shipowner |
Norway NOK | 4,841,028.00 | 29.50 | VARD Group AS | 28.74 | |
| DOF ICEMAN AS Shipowner |
Norway NOK | 23,600,000.00 | 50.00 | VARD Group AS | 48.72 | |
| TAKLIFT AS Floating cranes |
Norway NOK | 2,450,000.00 | 25.47 | VARD Group AS | 24.82 | |
| AS DAMECO Maintenance services |
Norway NOK | 606,000.00 | 34.00 Vard Offshore Brevik AS |
33.13 | ||
| CSS DESIGN LIMITED Design and engineering |
British Virgin Islands GBP |
100.00 | 31.00 | Vard Marine Inc. | 30.21 | |
| ARSENAL S.r.l. IT consulting |
Trieste EUR | 16,421.05 | 24.00 Fincantieri Oil & Gas S.p.A. |
24.00 | ||
| ISLAND DILIGENCE AS Shipowner |
Norway EUR | 17,012,500.00 | 39.38 | Vard Group AS | 38.37 | |
| CENTRO SERVIZI NAVALI S.p.A. Steel-working |
Italy EUR | 12,782,000.00 | 10.93 | Fincantieri S.p.A. | 10.93 | |
| GRUPPO PSC S.p.A. Plant engineering and construction activities |
Italy EUR | 1,431,112.00 | 10.00 | Fincantieri S.p.A. | 10.00 |

The undersigned Giuseppe Bono, in his capacity as Chief Executive Of cer, and Felice Bonavolontà, as Manager Responsible for Preparing Financial Reports of FINCANTIERI S.p.A. ("Fincantieri"), with reference to the requirements of art. 154-bis, paragraphs 3 and 4, of Legislative Decree 58 dated 24 February 1998, hereby represent:
the suitability in relation to the business's organization and,
of the administrative and accounting processes for the preparation of the condensed consolidated half-year fi nancial statements at 30 June 2019, during the fi rst half of 2019.

3.2 the report on operating performance includes a fair review of the important events taking place in the fi rst six months of the year and their impact on the condensed consolidated half-year fi nancial statements, together with a description of the principal risks and uncertainties to which the Group is exposed.
24 July 2019
MANAGER RESPONSIBLE FOR PREPARING FINANCIAL REPORTS
Felice Bonavolontà
CHIEF EXECUTIVE OFFICER
Giuseppe Bono
REVIEW REPORT ON CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
To the shareholders of Fincantieri SpA
We have reviewed the accompanying consolidated condensed interim financial statements of Fincantieri SpA and its subsidiaries (the Fincantieri Group) as of 30 June 2019, comprising the consolidated statement of financial position, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and related notes. The directors of Fincantieri SpA are responsible for the preparation of the consolidated condensed interim financial statements in accordance with the International Accounting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these consolidated condensed interim financial statements based on our review.
We conducted our work in accordance with the criteria for a review recommended by Consob in Resolution n°10867 of 31 July 1997. A review of consolidated condensed interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a fullscope audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated condensed interim financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated condensed interim financial statements of the Fincantieri Group as of 30 June 2019 are not prepared, in all material respects, in accordance with the International Accounting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union.
Trieste, 29 July 2019
PricewaterhouseCoopers SpA
Signed by
Maria Cristina Landro (Partner)
This report has been translated into English from the Italian original solely for the convenience of international readers

Registered of ce Via Genova no. 1 - 34121 Trieste – Italy Tel: +39 040 3193111 Fax: +39 040 3192305 fi ncantieri.com
Share Capital Euro 862,980,725.70
Venezia Giulia Company Registry and Tax No. 00397130584 VAT No. 00629440322

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